Primary Offering Prospectus (Form 424B2)
Filed Pursuant to Rule 424(b)(2)
\nRegistration No. 333-272447
The information in this preliminary\npricing supplement is not complete and may be changed. This preliminary pricing supplement and the accompanying product supplement, underlying\nsupplement, prospectus supplement and prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these\nsecurities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, Dated
PRICING SUPPLEMENT dated , 2025 (To Product Supplement No. WF-1 dated September 5,\n 2023, Equity Index Underlying Supplement dated |
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Senior Global Medium-Term Notes | |||
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Principal\nat Risk Securities Linked to the Lowest Performing of the S&P 500® Index and the Russell 2000® Index\ndue |
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¨ | Linked to the lowest performing of the S&P 500®\nIndex and the Russell 2000® Index | ||
¨ | Unlike ordinary debt securities, the securities do not\npay interest or repay a fixed amount of principal at maturity. Instead, the securities provide for a Maturity Payment Amount that may\nbe greater than or less than the face amount of the securities, depending on the performance of the Lowest Performing Index from its Starting\nLevel to its Ending Level. The Lowest Performing Index is the Index that has the Index Return. The Maturity Payment Amount will reflect\nthe following terms: | ||
¨ | If the level of the Lowest Performing Index increases,\nremains unchanged or decreases but the decrease is not more than the Buffer Amount of 10%, you will receive the face amount plus a Contingent\nFixed Retuof at least 23.50% (to be determined on the Pricing Date) of the face amount | ||
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If the level of the Lowest Performing Index decreases\nby more than the Buffer Amount, you will receive less than the face amount and have 1-to-1 downside exposure to the decrease in the level\nof the Lowest Performing Index in excess of the Buffer Amount |
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Investors may lose up to 90.00%\nof the face amount |
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¨ | Any positive retuon the securities at maturity will\nbe limited to the Contingent Fixed Return, even if the Ending Level of the Lowest Performing Index significantly exceeds its Starting\nLevel; you will not participate in any appreciation of any Index beyond the Contingent Fixed Return | ||
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Your retuon the securities will\ndepend solely on the performance of the Index that is the Lowest Performing Index. You will not benefit in any way from the performance\nof the better performing Index. Therefore, you will be adversely affected if any Index performs poorly, even if the other Index performs\nfavorably |
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¨ | All\n payments on the securities are subject to the credit risk of |
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¨ | No\n periodic interest payments or dividends | ||
¨ | No\n exchange listing; designed to be held to maturity |
The securities have complex features and investing\nin the securities involves risks not associated with an investment in conventional debt securities. See "Selected Risk Considerations"\nbeginning on page PRS-7 herein and "Risk Factors" beginning on page S-1 of the accompanying underlying supplement, page S-1\nof the prospectus supplement and page 1 of the prospectus.
The securities are unsecured obligations of\nCanadian
Neither the
Original\n Offering \n Price |
Maximum\n Underwriting Discount (1) (2) | Minimum\n Proceeds to CIBC | ||||||
Per Security |
Up to |
At\n least |
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Total | $ | $ | $ |
(1) | The agent,\n |
(2) |
In respect of certain securities sold in\n this offering, the Issuer may pay a fee of up to Our estimated value of the securities on\n the Pricing Date, based on our internal pricing models, is expected to be at least |
Principal\n at Risk Securities Linked to the Lowest Performing of the S&P 500® Index and the Russell 2000®\n Index due |
Terms of the Securities |
Issuer: | ||
Market Measure: | The lowest performing of the S&P 500® Index (Bloomberg\nticker symbol "SPX") (the "SPX") and the Russell 2000® Index (Bloomberg ticker symbol "RTY")\n(the "RTY") (each an "Index" and collectively the "Indices") | |
Original Offering Price: | ||
Face Amount: | The principal amount of |
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Pricing Date*: | March\n 31, 2025 | |
Issue Date*: | April\n 3, 2025 | |
Calculation Day*: | September\n 30, 2027, subject to postponement for non-Trading Days and the occurrence of a Market Disruption Event. See "--Market\n Disruption Events and Postponement Provisions" below. | |
Stated Maturity Date*: | October\n 5, 2027, subject to postponement. The securities are not subject to redemption at the option of CIBC or repayment at the option of\n any holder of the securities prior to maturity. | |
Maturity Payment Amount: |
On the Stated Maturity Date, you will be entitled\nto receive a cash payment per security in ** if the Ending Level of the Lowest Performing Index is greater than\nor equal to its Threshold Level: ** if the Ending Level of the Lowest Performing Index is less than its\nThreshold Level: If the Ending Level of the Lowest Performing\nIndex is less than its Threshold Level, you will have 1-to-1 downside exposure to the decrease in the level of the Lowest Performing\nIndex in excess of the Buffer Amount and will lose some, and possibly up to 90%, of the face amount of your securities at maturity. |
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Contingent\n Fixed Return: | At\n least 23.50% of the face amount (at least |
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Threshold Level: | With\n respect to each Index, 90.00% of its Starting Level. | |
Buffer Amount: |
10.00% | |
Lowest Performing Index: |
The Index with the lowest Index Return. |
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Index\nReturn: |
With respect to each Index, the percentage change\nfrom its Starting Level to its Ending Level, measured as follows: Ending\n Level - Starting Level Starting Level |
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Starting Level: | With respect to each Index, its Closing Level on the Pricing Date. | |
Ending Level: |
With respect to each Index, its Closing Level on the Calculation Day. |
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Closing\n Level: | With\n respect to each Index, as defined under "General Terms of the Securities--Certain Terms for Securities Linked to an Index--Certain\n Definitions" in the accompanying product supplement. |
PRS-2
Principal\n at Risk Securities Linked to the Lowest Performing of the S&P 500® Index and the Russell 2000®\n Index due |
Market Disruption Events and Postponement Provisions: |
The Calculation Day is subject to\n postponement due to non-Trading Days or the occurrence of a Market Disruption Event. In addition, the Stated Maturity Date will be\n postponed if the Calculation Day is postponed and will be adjusted for non-Business Days. For more information regarding adjustments to\n the Calculation Day and the Stated Maturity Date, see "General Terms of the Securities--Consequences of a Market Disruption\n Event; Postponement of a Calculation Day-- Securities Linked to Multiple Market Measures" and "--Payment Dates"\n in the accompanying product supplement. In addition, for information regarding the circumstances that may result in a Market Disruption\n Event, see "General Terms of the Securities--Certain Terms for Securities Linked to an Index--Market Disruption\n Events" in the accompanying product supplement. |
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Calculation Agent: | CIBC | |
Material |
For a discussion of the material |
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Agent's Underwriting Discount and Other Fees: |
We expect to hedge our obligations through the\n agent, one of our or its affiliates and/or another unaffiliated counterparty, which expects to realize hedging profits projected by its\n proprietary pricing models to the extent it assumes the risks inherent in hedging our obligations under the securities. If any dealer\n participating in the distribution of the securities or any of its affiliates conducts hedging activities for us in connection with the\n securities, that dealer or its affiliate will expect to realize a profit projected by its proprietary pricing models from such hedging\n activities. Any such projected profit will be in addition to any discount, concession or fee received in connection with the sale of the\n securities to you. |
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Settlement: | Delivery\n of the securities will be made against payment therefor in |
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Denominations: | ||
CUSIP / ISIN: |
13607XW94 / US13607XW946 |
*To the extent that we make any change to the\nexpected Pricing Date or expected Issue Date, the Calculation Day and the Stated Maturity Date may also be changed in our discretion to\nensure that the term of the securities remains the same.
PRS-3
Principal\n at Risk Securities Linked to the Lowest Performing of the S&P 500® Index and the Russell 2000®\n Index due |
About This Pricing Supplement |
You should read this pricing supplement\ntogether with the prospectus dated
You should rely only on the information contained\nin or incorporated by reference in this pricing supplement, the accompanying product supplement, underlying supplement, prospectus supplement\nand prospectus. This pricing supplement may be used only for the purpose for which it has been prepared. No one is authorized to give\ninformation other than that contained in this pricing supplement, the accompanying product supplement, underlying supplement, prospectus\nsupplement and prospectus, and in the documents referred to in these documents and which are made available to the public. We have not,\nand
We are not, and
The Bank may use this pricing supplement in the\ninitial sale of the securities. In addition,
References to "CIBC," "the Issuer,"\n "the Bank," "we," "us" and "our" in this pricing supplement are references to Canadian\nImperial
You may access the product supplement, the underlying\nsupplement, the prospectus supplement and the prospectus on the
· | Product supplement dated |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098182/tm2322483d93_424b5.htm
· | Underlying supplement dated |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098170/tm2322483d89_424b5.htm
· | Prospectus supplement dated |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098166/tm2322483d94_424b5.htm
· | Prospectus dated |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098163/tm2325339d10_424b3.htm
PRS-4
Principal\n at Risk Securities Linked to the Lowest Performing of the S&P 500® Index and the Russell 2000®\n Index due |
Investor Considerations |
The securities are not appropriate for all\ninvestors. The securities may be an appropriate investment for investors who:
● | seek a Contingent Fixed Retuat maturity of at least 23.50% (to be determined on the Pricing Date) of the face amount if the Ending Level of the Lowest Performing Index is greater than or equal to its Threshold Level; | ||
● | understand that any positive retuthey will receive at maturity will be limited to the Contingent Fixed Return, regardless of the extent to which the Ending Level of the Lowest Performing Index exceeds its Starting Level; | ||
● | desire to limit downside exposure to the Lowest Performing Index through the Buffer Amount; | ||
● | are willing to accept the risk that, if the Ending Level of the Lowest Performing Index is less than its Starting Level by more than the Buffer Amount, they will lose some, and possibly up to 90%, of the face amount at maturity; | ||
● | understand that the retuon the securities will depend solely on the performance of the Lowest Performing Index and that they will not benefit in any way from the performance of the better performing Index; | ||
● | understand that the securities are riskier than alternative investments linked to only one of the Indices or linked to a basket composed of the Indices; | ||
● | understand and are willing to accept the downside risks of each Index; | ||
● | are willing to forgo periodic interest payments on the securities and dividends on securities included in any Index; and | ||
● | are willing to hold the securities until maturity. |
The securities may not be an appropriate investment\nfor investors who:
● | seek a liquid investment or are unable or unwilling to hold the securities to maturity; | ||
● | are unwilling to accept the risk that the Ending Level of the Lowest Performing Index may decrease from its Starting Level by more than the Buffer Amount; | ||
● | seek full exposure to the upside performance of any or each Index; | ||
● | seek full retuat maturity of the face amount of the securities; | ||
● | are unwilling to purchase securities with an estimated value as of the Pricing Date that is lower than the original offering price, and may be as low as the lower estimate set forth on the cover page; | ||
● | seek current income; | ||
● | seek exposure to a basket composed of the Indices or a similar investment in which the overall retuis based on a blend of the performances of the Indices, rather than solely on the Lowest Performing Index; | ||
● | are unwilling to accept the risk of exposure to any Index; | ||
● | are unwilling to accept the credit risk of CIBC; or | ||
● | prefer the lower risk of conventional fixed income investments with comparable maturities issued by companies with comparable credit ratings. |
The considerations identified above are not\nexhaustive. Whether or not the securities are an appropriate investment for you will depend on your individual circumstances, and you\nshould reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered\nthe appropriateness of an investment in the securities in light of your particular circumstances. You should also review carefully the\n "Selected Risk Considerations" herein and the "Risk Factors" in the accompanying underlying supplement for risks\nrelated to an investment in the securities.
PRS-5
Principal at\n Risk Securities Linked to the Lowest Performing of the S&P 500® Index and the Russell 2000® Index\n due |
Determining Maturity Payment Amount |
On the Stated Maturity Date, you will receive a cash payment per security\n(the Maturity Payment Amount) calculated as follows:
PRS-6
Principal at\n Risk Securities Linked to the Lowest Performing of the S&P 500® Index and the Russell 2000® Index\n due |
Selected Risk Considerations |
The securities have complex features and investing\nin the securities will involve risks not associated with an investment in conventional debt securities. Some of the risks that apply to\nan investment in the securities are summarized below, but we urge you to read the more detailed explanation of the risks relating to the\nsecurities generally in the "Risk Factors" beginning on page S-1 of the accompanying underlying supplement, page S-1 of the\nprospectus supplement and page 1 of the prospectus. You should reach an investment decision only after you have carefully considered with\nyour advisors the appropriateness of an investment in the securities in light of your particular\ncircumstances.
Risks Relating To
If The Ending Level Of The Lowest Performing\nIndex Is Less Than Its Threshold Level, You Will Lose Some, And Possibly Up To 90%, Of The Face Amount Of Your Securities At Maturity.
We will not repay you a fixed amount on the securities\non the Stated Maturity Date. The Maturity Payment Amount will depend on the direction of and percentage change in the Ending Level of\nthe Lowest Performing Index relative to its Starting Level and the other terms of the securities. Because the level of an Index will be\nsubject to market fluctuations, the Maturity Payment Amount may be more or less, and possibly significantly less, than the face amount\nof your securities.
If the Ending Level of the Lowest Performing Index\nis less than its Threshold Level, the Maturity Payment Amount will be less than the face amount and you will have 1-to-1 downside exposure\nto the decrease in the level of the Lowest Performing Index in excess of the Buffer Amount, resulting in a loss of 1% of the face amount\nfor every 1% decrease in the level of the Lowest Performing Index in excess of the Buffer Amount. The Threshold Level of each Index is\n90% of its Starting Level. As a result, if the Ending Level of the Lowest Performing Index is less than its Threshold Level, you will\nlose some, and possibly up to 90%, of the face amount at maturity. This is the case even if the level of the Lowest Performing Index is\ngreater than or equal to its Starting Level or its Threshold Level at certain times during the term of the securities.
Your RetuWill Be Limited To The Contingent\nFixed RetuAnd May Be Lower Than The RetuOn A Direct Investment In The Securities Included In Any Index.
The potential retuon the securities is limited\nto the Contingent Fixed Return, regardless of how significantly the Ending Level of the Lowest Performing Index exceeds its Starting Level.\nThe level of the Lowest Performing Index could increase by significantly more than the percentage represented by the Contingent Fixed\nReturn, in which case an investment in the securities will underperform a hypothetical alternative investment providing a 1-to-1 return\nbased on the performance of the Lowest Performing Index. In addition, you will not receive the value of dividends or other distributions\npaid with respect to securities included in any Index.
The Securities Are Subject To The Full Risks Of Each Index And Will\nBe Negatively Affected If Any Index Performs Poorly, Even If The Other Index Performs Favorably.
You are subject to the full risks of each Index. If any Index performs\npoorly, you will be negatively affected, even if the other Index performs favorably. The securities are not linked to a basket composed\nof the Indices, where the better performance of some Indices could offset the poor performance of others. Instead, you are subject to\nthe full risks of the Lowest Performing Index. As a result, the securities are riskier than an alternative investment linked to only one\nof the Indices or linked to a basket composed of the Indices. You should not invest in the securities unless you understand and are willing\nto accept the full downside risks of each Index.
Your RetuOn The Securities Will Depend Solely On The Performance\nOf The Lowest Performing Index On The Calculation Day, And You Will Not Benefit In Any Way From The Performance Of The Better Performing\nIndex.
Your retuon the securities will\ndepend solely on the performance of the Lowest Performing Index. Although it is necessary for the Lowest Performing Index close\nat or above its Threshold Level on the Calculation Day in order for you to receive the Contingent Fixed Return, you will not benefit in\nany way from the performance of the better performing Index. The securities may underperform an alternative investment linked to a basket\ncomposed of the Indices, since in such case the performance of the better performing Index would be blended with the performance of the\nLowest Performing Index, resulting in a better retuthan the retuof the Lowest Performing Index alone.
PRS-7
Principal at\n Risk Securities Linked to the Lowest Performing of the S&P 500® Index and the Russell 2000® Index\n due |
You Will Be Subject To Risks Resulting From The Relationship Between\nThe Indices.
It is preferable from your perspective for the Indices to be correlated\nwith each other so that their levels will tend to increase or decrease at similar times and by similar magnitudes. By investing in the\nsecurities, you assume the risk that the Indices will not exhibit this relationship. The less correlated the Indices, the more likely\nit is that any one of the Indices will be performing poorly at any time over the term of the securities. All that is necessary for the\nsecurities to perform poorly is for one of the Indices to perform poorly; the performance of the better performing Index is not relevant\nto your retuon the securities. It is impossible to predict what the relationship among the Indices will be over the term of the securities.\nTo the extent the Indices represent different equity markets, such equity markets may not perform similarly over the term of the securities.
No Periodic Interest Will Be Paid On
No periodic interest will be paid on the securities.\nHowever, if the securities were classified for
The Stated Maturity Date May Be Postponed If\nThe Calculation Day Is Postponed.
The Calculation Day will be postponed if the originally\nscheduled Calculation Day is not a Trading Day or if the calculation agent determines that a Market Disruption Event has occurred or is\ncontinuing on that day. If such a postponement occurs, the Stated Maturity Date will be the later of (i) the initial Stated Maturity\nDate and (ii) three Business Days after the last Calculation Day, as postponed.
Risk Relating To The Credit Risk Of CIBC
The Securities Are Subject To The Credit Risk\nOf
The securities are our obligations\nexclusively and are not, either directly or indirectly, an obligation of any third party. Any amounts payable under the securities\nare subject to our creditworthiness, and you will have no ability to pursue any securities included in any Index for payment. As a\nresult, our actual and perceived creditworthiness and actual or anticipated decreases in our credit ratings may affect the value of\nthe securities and, in the event we were to default on our obligations, you may not receive any amounts owed to you under the terms\nof the securities. See "Description of Senior Debt Securities--Events of Default" in the prospectus.
Risks Relating To The Estimated Value Of\nThe Securities And Any Secondary Market
Our Estimated Value Of The Securities\nWill Be Lower Than
Our estimated value is only an estimate\nusing several factors. The original offering price of the securities will exceed our estimated value because costs associated with\nselling and structuring the securities, as well as hedging the securities, are included in the original offering price of the\nsecurities. See "The Estimated Value of the Securities" in this pricing supplement.
Our Estimated Value Does Not Represent Future\nValues Of The Securities And May Differ From Others' Estimates.
Our estimated value of the securities is determined\nby reference to our internal pricing models when the terms of the securities are set. This estimated value is based on market conditions\nand other relevant factors existing at that time and our assumptions about market parameters, which can include volatility, dividend rates,\ninterest rates and other factors. Different pricing models and assumptions could provide valuations for the securities that are greater\nthan or less than our estimated value. In addition, market conditions and other relevant factors in the future may change, and any assumptions\nmay prove to be incorrect. On future dates, the value of the securities could change significantly based on, among other things, changes\nin market conditions, our creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at\nwhich
Our Estimated Value Is Not Determined By Reference\nTo Credit Spreads For Our Conventional Fixed-Rate Debt.
The internal funding rate used in the\ndetermination of our estimated value generally represents a discount from the credit spreads for our conventional fixed-rate debt.\nIf we were to use the interest rate implied by our conventional fixed-rate credit spreads, we would expect the economic terms of the\nsecurities to be more favorable to you. Consequently, our use of an internal funding rate would have an adverse effect on the terms\nof the securities and any secondary market prices of the securities. See "The Estimated Value\nof the Securities" in this pricing supplement.
PRS-8
Principal at\n Risk Securities Linked to the Lowest Performing of the S&P 500® Index and the Russell 2000® Index\n due |
The Estimated Value Of The Securities\nWill Not Be An Indication Of The Price, If Any, At Which
The price, if any, at which Wells Fargo\nSecurities or any of its affiliates may purchase the securities in the secondary market will be based on Wells Fargo\nSecurities' proprietary pricing models and will fluctuate over the term of the securities as a result of changes in the market\nand other factors described in the next risk factor. Any such secondary market price for the securities will also be reduced by a\nbid-offer spread, which may vary depending on the aggregate face amount of the securities to be purchased in the secondary market\ntransaction, and the expected cost of unwinding any related hedging transactions. Unless the factors described in the next risk\nfactor change significantly in your favor, any such secondary market price for the securities will likely be less than the original\noffering price.
If
The Value Of The Securities Prior To Maturity\nWill Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.
The value of the securities prior to maturity\nwill be affected by the then-current level of each Index, interest rates at that time and a number of other factors, some of which are\ninterrelated in complex ways. The effect of any one factor may be offset or magnified by the effect of another factor. The following factors,\namong others, are expected to affect the value of the securities: performance of the Indices; volatility of the Indices; correlation between\nthe Indices; economic and other conditions generally; interest rates; dividend yields on securities included in an Index; our credit ratings\nor credit spreads; and time remaining to maturity. When we refer to the "value" of your security, we mean the value you could\nreceive for your security if you are able to sell it in the open market before the Stated Maturity Date
You should understand that the impact of one of\nthe factors specified above, such as a change in interest rates, may offset some or all of any change in the value of the securities attributable\nto another factor, such as a change in the level of any or both of the Indices. Because numerous factors are expected to affect the value\nof the securities, changes in the levels of the Indices may not result in a comparable change in the value of the securities. We anticipate\nthat the value of the securities will always be at a discount to the face amount plus the Contingent Fixed Return.
The Securities Will Not Be Listed On Any Securities\nExchange And We Do Not Expect A Trading Market For The Securities To Develop.
The securities will not be listed on any securities\nexchange. Although
If a secondary market does exist, it may be limited.\nAccordingly, there may be a limited number of buyers if you decide to sell your securities prior to maturity. This may affect the price\nyou receive upon such sale. Consequently, you should be willing to hold the securities to maturity.
Risks Relating To The Indices
An Investment In The Securities Is Subject\nTo Risks Associated With Investing In Stocks With A Small Market Capitalization.
The stocks that constitute the RTY are issued by companies with relatively\nsmall market capitalization. These companies often have greater stock price volatility, lower trading volume and less liquidity than large\ncapitalization companies. As a result, the RTY may be
PRS-9
Principal at\n Risk Securities Linked to the Lowest Performing of the S&P 500® Index and the Russell 2000® Index\n due |
more volatile than that of an equity index that\ndoes not track solely small capitalization stocks. Stock prices of small capitalization companies are also generally more vulnerable than\nthose of large capitalization companies to adverse business and economic developments, and the stocks of small capitalization companies\nmay be thinly traded, and be less attractive to many investors if they do not pay dividends. In addition, small capitalization companies\nare typically less well-established and less stable financially than large capitalization companies and may depend on a small number of\nkey personnel, making them more vulnerable to loss of those individuals. Small capitalization companies tend to have lower revenues, less\ndiverse product lines, smaller shares of their target markets, fewer financial resources and fewer competitive strengths than large capitalization\ncompanies. These companies may also be more susceptible to adverse developments related to their products or services.
Risks Relating To Conflicts Of Interest
We Or One Of Our Affiliates Will Be The Calculation\nAgent And, As A Result, Potential Conflicts Of Interest Could Arise.
We or one of our affiliates will be the calculation\nagent for purposes of determining, among other things, the Starting Level and the Ending Level of each Index, calculating the Maturity\nPayment Amount, determining whether adjustments should be made to the Ending Level of an Index, determining whether a Market Disruption\nEvent has occurred on the scheduled Calculation Day with respect to an Index, which may result in postponement of the Calculation Day;\ndetermining the Closing Level of an Index if the Calculation Day is postponed to the last day to which it may be postponed and a Market\nDisruption Event occurs with respect to that Index on that day; if publication of an Index is discontinued, selecting a successor or,\nif no successor is available, determining the Closing Level of such Index on the Calculation Day; and determining whether to adjust the\nClosing Level of an Index on the Calculation Day in the event of certain changes in or modifications to that Index. Although the calculation\nagent will exercise its judgment in good faith when performing its functions, potential conflicts of interest may exist between the calculation\nagent and you.
Our Economic Interests And Those Of Any Dealer\nParticipating In The Offering Of Securities Will Potentially Be Adverse To Your Interests.
You should be aware of the following ways in which\nour economic interests and those of any dealer participating in the distribution of the securities, which we refer to as a "participating\ndealer," will potentially be adverse to your interests as an investor in the securities. In engaging in certain of the activities\ndescribed below, our affiliates or any participating dealer or its affiliates may take actions that may adversely affect the value of\nand your retuon the securities, and in so doing they will have no obligation to consider your interests as an investor in the securities.\nOur affiliates or any participating dealer or its affiliates may realize a profit from these activities even if investors do not receive\na favorable investment retuon the securities.
· | Research reports by our affiliates or any participating\ndealer or its affiliates may be inconsistent with an investment in the securities and may adversely affect the level of an Index. |
· | Business activities of our affiliates or any\nparticipating dealer or its affiliates with the companies whose securities are included in an Index may adversely affect the level of\nsuch Index. |
· | Hedging activities by our affiliates or any participating\ndealer or its affiliates may adversely affect the level of an Index. |
· | Trading activities by our affiliates or any participating\ndealer or its affiliates may adversely affect the level of an Index. |
· | A participating dealer or its affiliates may\nrealize hedging profits projected by its proprietary pricing models in addition to any selling concession and/or any fee, creating a further\nincentive for the participating dealer to sell the securities to you. |
Risks Relating To Tax
The
There is no direct legal authority regarding the proper
PRS-10
Principal at\n Risk Securities Linked to the Lowest Performing of the S&P 500® Index and the Russell 2000® Index\n due |
Both
There Can Be No Assurance That The Canadian\nFederal Income Tax Consequences Of An Investment In The Securities Will Not Change In The Future.
There can be no assurance that Canadian federal\nincome tax laws, the judicial interpretation thereof, or the administrative policies and assessing practices of the Canada Revenue Agency\nwill not be changed in a manner that adversely affects investors. For a discussion of the Canadian federal income tax consequences of\ninvesting in the securities, please read the section entitled "Certain Canadian Federal Income Tax Considerations" in this\npricing supplement as well as the section entitled "Material Income Tax Consequences--Canadian Taxation" in the accompanying\nprospectus. You should consult your tax advisor with respect to your own particular situation.
PRS-11
Principal at\n Risk Securities Linked to the Lowest Performing of the S&P 500® Index and the Russell 2000® Index due |
Hypothetical\nExamples and Returns |
The payout profile, retutable and examples\nbelow illustrate the Maturity Payment Amount for a
Hypothetical Contingent Fixed Return: | 23.50% of the face amount or |
Hypothetical Starting Level of each Index: | 100.00 |
Hypothetical Threshold Level of each Index: | 90.00 (90% of the hypothetical Starting Level) |
Buffer Amount: | 10.00% |
Hypothetical Payout Profile
PRS-12
Principal at\n Risk Securities Linked to the Lowest Performing of the S&P 500® Index and the Russell 2000® Index\n due |
Hypothetical Returns
Hypothetical Ending Level of the Lowest Performing Index |
Hypothetical Index Retuof the Lowest |
Hypothetical Maturity Per Security |
Hypothetical Pre-Tax Total |
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200.00 | 100.00% | 23.50% | ||||
150.00 | 50.00% | 23.50% | ||||
125.00 | 25.00% | 23.50% | ||||
123.50 | 23.50% | 23.50% | ||||
120.00 | 20.00% | 23.50% | ||||
110.00 | 10.00% | 23.50% | ||||
105.00 | 5.00% | 23.50% | ||||
100.00 | 0.00% | 23.50% | ||||
95.00 | -5.00% | 23.50% | ||||
90.00 | -10.00% | 23.50% | ||||
80.00 | -20.00% | -10.00% | ||||
75.00 | -25.00% | -15.00% | ||||
50.00 | -50.00% | -40.00% | ||||
25.00 | -75.00% | -65.00% | ||||
0.00 | -100.00% | -90.00% |
(1) | The hypothetical pre-tax total rate of retuis the number, expressed as a percentage, that results from comparing the Maturity Payment Amount per security to the face amount of |
PRS-13
Principal at\n Risk Securities Linked to the Lowest Performing of the S&P 500® Index and the Russell 2000® Index\n due |
Hypothetical Examples
Example\n1. The Maturity Payment Amount is greater than the face amount and reflects a retuequal to the Contingent Fixed Return,\nwhich is less than the percentage increase in the Closing Level of the Lowest Performing Index from its hypothetical Starting Level to\nits hypothetical Ending Level:
S&P 500® Index | Russell 2000® Index | |
Hypothetical Starting Level: | 100.00 | 100.00 |
Hypothetical Ending Level: | 150.00 | 180.00 |
Hypothetical Threshold Level: | 90.00 | 90.00 |
Hypothetical Index Return (Ending Level - Starting Level)/Starting Level: |
50.00% | 80.00% |
Step 1: Determine which Index is the Lowest Performing Index.
In this example, the SPX has the lowest Index Retuand is, therefore,\nthe Lowest Performing Index.
Step\n2: Determine the Maturity Payment Amount based on the Ending Level of the Lowest Performing Index.
Because\nthe hypothetical Ending Level of the Lowest Performing Index is greater than its hypothetical Threshold Level, the Maturity Payment Amount\nper security would be equal to the face amount of
On the Stated Maturity Date, you would receive\n$1,235.00 per security. Even though the Lowest Performing Index increased by 50% from its Starting Level to its Ending Level in this example,\nyour retuis limited to the Contingent Fixed Retuof 23.50%.
Example\n2. The Maturity Payment Amount is greater than the face amount and reflects a retuequal to the Contingent Fixed Return,\nwhich is greater than the percentage increase in the Closing Level of the Lowest Performing Index from its hypothetical Starting Level\nto its hypothetical Ending Level:
S&P 500® Index | Russell 2000® Index | |
Hypothetical Starting Level: | 100.00 | 100.00 |
Hypothetical Ending Level: | 110.00 | 130.00 |
Hypothetical Threshold Level: | 90.00 | 90.00 |
Hypothetical Index Return (Ending Level - Starting Level)/Starting Level: |
10.00% | 30.00% |
Step 1: Determine which Index\nis the Lowest Performing Index.
In this example, the SPX has the lowest Index Retuand is, therefore,\nthe Lowest Performing Index.
Step\n2: Determine the Maturity Payment Amount based on the Ending Level of the Lowest Performing Index.
Because\nthe hypothetical Ending Level of the Lowest Performing Index is greater than its hypothetical Threshold Level, the Maturity Payment Amount\nper security would be equal to the face amount of
On the Stated Maturity Date, you would receive\n$1,235.00 per security.
Example 3. The Maturity Payment Amount is greater than the\nface amount and reflects a retuequal to the Contingent Fixed Return, although the Closing Level of the Lowest Performing Index decreased\nmoderately from its hypothetical Starting Level to its hypothetical Ending Level:
PRS-14
Principal at\n Risk Securities Linked to the Lowest Performing of the S&P 500® Index and the Russell 2000® Index\n due |
S&P 500® Index | Russell 2000® Index | |
Hypothetical Starting Level: | 100.00 | 100.00 |
Hypothetical Ending Level: | 95.00 | 97.00 |
Hypothetical Threshold Level: | 90.00 | 90.00 |
Hypothetical Index Return (Ending Level - Starting Level)/Starting Level: |
-5.00% | -3.00% |
Step 1: Determine which Index is the Lowest Performing Index.
In this example, the SPX has the lowest Index Retuand is, therefore,\nthe Lowest Performing Index.
Step\n2: Determine the Maturity Payment Amount based on the Ending Level of the Lowest Performing Index.
Because\nthe hypothetical Ending Level of the Lowest Performing Index is greater than its hypothetical Threshold Level, the Maturity Payment Amount\nper security would be equal to the face amount of
On the Stated Maturity Date, you would receive\n$1,235.00 per security, although the Lowest Performing Index decreased moderately from its Starting Level to its Ending Level.
Example 4. The Maturity Payment Amount\nis less than the face amount:
S&P 500® Index | Russell 2000® Index | |
Hypothetical Starting Level: | 100.00 | 100.00 |
Hypothetical Ending Level: | 50.00 | 170.00 |
Hypothetical Threshold Level: | 90.00 | 90.00 |
Hypothetical Index Return (Ending Level - Starting Level)/Starting Level: |
-50.00% | 70.00% |
Step 1: Determine which Index is the Lowest Performing Index.
In this example, the SPX has the lowest Index Retuand is, therefore,\nthe Lowest Performing Index.
Step\n2: Determine the Maturity Payment Amount based on the Ending Level of the Lowest Performing Index.
Because the hypothetical Ending Level of the Lowest\nPerforming Index is less than its hypothetical Starting Level by more than the Buffer Amount, you would lose a portion of the face amount\nof your securities and receive the Maturity Payment Amount equal to:
=
On\nthe Stated Maturity Date, you would receive
PRS-15
Principal at\n Risk Securities Linked to the Lowest Performing of the S&P 500® Index and the Russell 2000® Index\n due |
The Indices |
The S&P 500® Index
The S&P 500® Index (Bloomberg\nticker: "SPX <index>") is calculated, maintained and published by
Historical Data
We obtained the Closing Levels of the SPX in the\ngraph below from
The following graph sets forth daily Closing Levels\nof the SPX for the period from
Historical\n Performance of the S&P 500® Index |
Source: Bloomberg
PRS-16
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The Russell 2000® Index
The Russell 2000® Index (Bloomberg\nticker: "RTY <index>") is calculated, maintained and published by FTSE Russell. The RTY measures the performance of\nthe small-cap segment of the
Historical Data
We obtained the Closing Levels of the RTY in the\ngraph below from Bloomberg without independent verification. The historical performance of the RTY should not be taken as an indication\nof future performance, and no assurances can be given as to the Closing Level of the RTY on the Calculation Day. We cannot give you assurance\nthat the performance of the RTY will result in the retuof any of your investment.
The following graph sets forth daily Closing Levels\nof the RTY for the period from
Historical\n Performance of the Russell 2000® Index |
Source: Bloomberg
PRS-17
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The Estimated Value of the Securities |
The estimated value of the securities set\nforth on the cover of this pricing supplement is equal to the sum of the values of the following hypothetical components: (1) a\nfixed-income debt component with the same maturity as the securities, valued using our internal funding rate for structured debt\ndescribed below, and (2) the derivative or derivatives underlying the economic terms of the securities. The estimated value\ndoes not represent a minimum price at which
The Bank's estimated value of the\nsecurities will be lower than the original offering price of the securities because costs associated with selling, structuring and\nhedging the securities are included in the original offering price of the securities. These costs include the selling commissions\npaid to affiliated or unaffiliated dealers, the projected profits that our hedge counterparties, which may include our affiliates,\nexpect to realize for assuming risks inherent in hedging our obligations under the securities and the estimated cost of hedging our\nobligations under the securities. Because hedging our obligations entails risk and may be influenced by market forces beyond our\ncontrol, this hedging may result in a profit that is more or less than expected, or it may result in a loss. We or one or more of\nour affiliates will retain any profits realized in hedging our obligations under the securities. See "Risk Factors--Our\nEstimated Value of the Securities Will Be Lower Than
PRS-18
Principal\n at Risk Securities Linked to the Lowest Performing of the S&P 500® Index and the Russell 2000®\n Index due |
Summary\nof |
The following discussion is a brief summary of\nthe material
The
The expected characterization of the securities\nis not binding on the
With respect to the discussion in the underlying\nsupplement regarding "dividend equivalent" payments, the
You should consult your tax advisor as to the\ntax consequences of such characterization and any possible alternative characterizations of the securities for
PRS-19
Principal\n at Risk Securities Linked to the Lowest Performing of the S&P 500® Index and the Russell 2000®\n Index due |
Certain Canadian Federal Income Tax Considerations |
In the opinion of Blake, Cassels & Graydon\nLLP, our Canadian tax counsel, the following summary describes the principal Canadian federal income tax considerations under the Income\nTax Act (
This summary assumes that no amount paid or payable\nto a holder described herein will be the deduction component of a "hybrid mismatch arrangement" under which the payment arises\nwithin the meaning of the rules in the Canadian Tax Act with respect to "hybrid mismatch arrangements" (the "Hybrid\nMismatch Rules"). Investors should note that the Hybrid Mismatch Rules are highly complex and there remains significant uncertainty\nas to their interpretation and application.
This summary is supplemental to and should be\nread together with the description of material Canadian federal income tax considerations relevant to a Non-Resident Holder owning securities\nunder "Material Income Tax Consequences--Canadian Taxation" in the accompanying prospectus and a Non-Resident Holder\nshould carefully read that description as well.
This summary is of a general nature only and\nis not intended to be, nor should it be construed to be, legal or tax advice to any particular Non-Resident Holder. Non-Resident Holders\nare advised to consult with their own tax advisors with respect to their particular circumstances.
Based on Canadian tax counsel's understanding\nof the
Non-Resident Holders should consult their own\nadvisors regarding the consequences to them of a disposition of securities to a person with whom they are not dealing at arm's\nlength for purposes of the Canadian Tax Act.
PRS-20
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