2014 UKLA Final Prospectus

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED BELOW). IMPORTANT: You must read the following before continuing. The following applies to the Prospectus following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THE SECURITIES OF THE ISSUER IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. CERTAIN OF THE SECURITIES WILL BE OFFERED AND SOLD IN THE UNITED STATES TO A LIMITED NUMBER OF "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A OF THE SECURITIES ACT) IN RELIANCE ON RULE 144A OF THE SECURITIES ACT. THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. THE COVERED BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE SEC) OR ANY OTHER STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE THE FOREGOING AUTHORITIES APPROVED OR DISAPPROVED THIS PROSPECTUS OR CONFIRMED THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This Prospectus has been delivered to you on the basis that you are a person into whose possession this Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. By accessing the Prospectus, you shall be deemed to have confirmed and represented to us that (a) you have understood and agree to the terms set out herein, (b) you consent to delivery of the Prospectus by electronic transmission, (c) you are either (i) not a U.S. person (within the meaning of Regulation S under the Securities Act) or acting for the account or benefit of a U.S. person and the electronic mail address that you have given to us and to which this e-mail has been delivered is not located in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) or the District of Columbia or (ii) a qualified institutional buyer (as defined in Rule 144A under the Securities Act) and (d) if you are a person in the United Kingdom, then you are a person who (i) has professional experience in matters relating to investments or (ii) is a high net worth entity falling within Article 49(2)(a) to (d) of the Financial Services and Markets Act (Financial Promotion) Order 2005. This Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither The Bank of Nova Scotia, Scotiabank Covered Bond Guarantor Limited Partnership, the Arrangers (as defined below), the Dealers (as defined below) nor any person who controls it nor any director, officer, employee nor agent of it or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format and the hard copy version available to you on request from The Bank of Nova Scotia, Scotiabank Covered Bond Guarantor Limited Partnership, the Arrangers or the Dealers. THE BANK OF NOVA SCOTIA (a Canadian chartered Bank) U.S.$15,000,000,000 Global Registered Covered Bond Program unconditionally and irrevocably guaranteed as to payments of interest and principal by SCOTIABANK COVERED BOND GUARANTOR LIMITED PARTNERSHIP (a limited partnership established under the laws of the Province of Ontario) Under this U.S.$15 billion covered bond program, The Bank of Nova Scotia (the Bank), as issuer subject to compliance with all relevant laws, regulations and directives, may from time to time issue Covered Bonds denominated in any currency agreed between the Bank and the relevant Dealers. This prospectus replaces and supersedes any prospectus or supplement with an earlier date. The payments of all amounts due in respect of the Covered Bonds have been (save as set out herein) unconditionally and irrevocably guaranteed by Scotiabank Covered Bond Guarantor Limited Partnership (the Guarantor) pursuant to the Covered Bond Guarantee which is secured over the Portfolio and the Guarantor's other assets. Recourse against the Guarantor under the Covered Bond Guarantee is limited to the Portfolio and such assets and is subject to the applicable Priority of Payments. The Covered Bonds may be issued on a continuing basis to one or more of the Dealers as specified under Selling Restrictions herein and any additional Dealers appointed under the Program from time to time by the Bank, which appointment may be for a specific issue or on an ongoing basis. References in this prospectus (the Prospectus) to the "relevant Dealers" will, in the case of an issue of Covered Bonds which are to be subscribed for or purchased by one or more Dealers, be to all Dealers agreeing to subscribe for or purchase such Covered Bonds. The aggregate principal amount of Covered Bonds outstanding will not exceed U.S.$15 billion or the equivalent in other currencies. The Bank and the Guarantor may increase the Program Size in accordance with the terms of the Dealership Agreement and applicable regulatory requirements. Application has been made to the Financial Conduct Authority (the FCA or the UK Listing Authority, as applicable) in its capacity as competent authority under the Directive 2003/71/EC and Part VI of the Financial Services and Markets Act 2000, as amended (the FSMA) for Covered Bonds issued under the Program during the period of 12 months from the date of this Prospectus to be admitted to the official list of the UK Listing Authority (the Official List) and to London Stock Exchange plc (the London Stock Exchange) for such Covered Bonds to be admitted to trading on the London Stock Exchange's Regulated Market (the Market). The Market is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). References in this Prospectus to Covered Bonds being listed (and all related references) will mean that such Covered Bonds have been admitted to trading on the Market and have been admitted to the Official List. The price and amount of each Tranche of Covered Bonds to be issued under the Program will be determined by the Bank and each relevant Dealer at the time of issue in accordance with prevailing market conditions. Notice of the aggregate nominal amount of interest (if any) payable in respect of, the issue price of, and any other terms and conditions not contained herein which are applicable to each Tranche of Covered Bonds will be set out in a Final Terms Document for that Tranche, or the Pricing Supplement with respect to Covered Bonds to be listed on the London Stock Exchange, which will be delivered to the FCA and the London Stock Exchange on or before the date of issue of such Tranche of Covered Bonds. The Bank and the Guarantor may agree with any Dealer and the Bond Trustee that Covered Bonds may be issued in a form not contemplated by the Terms and Conditions of the Covered Bonds described herein, in which event a supplementary prospectus or stand-alone Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Covered Bonds. The Bank may also issue unlisted Covered Bonds and/or Covered Bonds not admitted to trading on any regulated or unregulated market (Exempt Covered Bonds). Exempt Covered Bonds do not form part of this Prospectus and will not be issued pursuant to this Prospectus and the UK Listing Authority has neither approved nor reviewed information contained in this Prospectus in connection with the Exempt Covered Bonds. All Covered Bonds will have the benefit of the Covered Bond Guarantee and share equally in the Security granted by the Guarantor in respect of the Charged Property. See Risk Factors on page 17 for a discussion of certain factors to be considered in connection with an investment in the Covered Bonds. The Covered Bonds will constitute deposit liabilities of the Bank for purposes of the Bank Act (Canada): see Terms and Conditions of the Covered Bonds—Events of Default, Acceleration and Enforcement—Bank Event of Default and —Meetings of Covered Bondholders, Modifications, Waiver and Substitution.

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