US Conservative Dividend

Description of Return of Capital Payments

Holders will receive partial repayments of the Principal Amount ("Partial Principal Repayments") equal to the Applicable Percentage of the amount of any dividends or other distributions (or Equity Distributions if so specified in the pricing supplement under which you purchased your Debt Securities (the “Pricing Supplement”)) paid by the issuers on the equity securities notionally included in the Portfolio during the immediately preceding calendar quarter, net of a percentage reduction for any withholding taxes that generally would be imposed by jurisdictions other than the United States and Canada (“withholding taxes”) if so specified in the Pricing Supplement, and, if applicable, converted to Canadian or United States dollars at the applicable foreign exchange rate for the last day of such calendar quarter, to a maximum of CAD$99.00 or US$99.00 (as specified in the Pricing Supplement) per Debt Security over the term of the Debt Securities. The Partial Principal Repayments will be calculated and payable quarterly no later than the third or fifth business day (as specified in the Pricing Supplement) following the end of each calendar quarter during the term of the Debt Securities other than the calendar quarter in which the Final Valuation Date falls (except as otherwise described in the Pricing Supplement). In addition, the Applicable Percentage of any non-cash dividends or other distributions (or Equity Distributions if so specified in the Pricing Supplement) paid by the issuers on the equity securities notionally included in the Portfolio, net of any applicable withholding taxes, will be converted into their notional cash value, as determined by the Calculation Agent acting in good faith, and, if applicable, converted to Canadian or United States dollars at the applicable foreign exchange rate for the last day of the calendar quarter in which such non-cash dividends and other distributions are paid, and paid out as Partial Principal Repayments following the end of each calendar quarter in which such non-cash dividends or other distributions are paid. Please refer to the Pricing Supplement for additional details. Capitalized terms used but not defined herein have the meanings specified in the Pricing Supplement.

Distribution Payments