10-K

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10-K FOR THE FISCAL YEAR ENDED OCTOBER 31, 2013

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 2013	or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from	to
333-188984
(Commission file number of Issuing Entity)
________________
Scotiabank Covered Bond Guarantor Limited Partnership
(Exact name of registrant as specified in its charter)
The Bank of Nova Scotia
(Exact name of Sponsor and Depositor as specified in its charter)
Ontario, Canada	Not applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
40 King Street West, 64th Floor, Toronto, Ontario, Canada M5H 1H1	M5H 1H1
(Address of principal executive offices)	(Zip Code of Registrant)
(416) 866-3672 (Registrant’s telephone number, including area code)
________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Name of each exchange on which registered
None	None
Securities registered pursuant to section 12(g) of the Act: Covered Bonds (Title of class)
________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [_]	No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [_]	No [X]
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [X] No [_]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [_]	Accelerated filer [_]
Non-accelerated filer (Do not check if a smaller reporting company) [X]	Smaller reporting company [_]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [_] No [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

None.

Note.—If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.

Documents Incorporated by Reference

None

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Part I

THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:

(A) Item 1 Business.

(B) Item 1A Risk Factors.

(C) Item 2 Properties.

(D) Item 3 Legal Proceedings.

(E) Item 4 Mine Safety Disclosures.

Item 1B. Unresolved Staff Comments.

Not Applicable.

Part II 

THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:

(A) Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(B) Item 6 Selected Financial Data.

(C) Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(D) Item 7 A Quantitative and Qualitative Disclosures About Market Risk.

(E) Item 8 Financial Statements and Supplementary Data.

(F) Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

(G) Item 9A Controls and Procedures.

Item 9B. Other Information.

None.

Part III 

THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:

(A) Item 10 Directors, Executive Officers and Corporate Governance.

(B) Item 11 Executive Compensation.

(C) Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

(D) Item 13 Certain Relationships and Related Transactions, and Director Independence.

(E) Item 14 Principal Accountant Fees and Services.

Part IV 

Item 15. Exhibits and Financial Statement Schedules.

(a) (1)    Not applicable.

(2)    Not applicable.

(3)    The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

(b) The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

(c) None.

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SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J(2) TO FORM 10-K:

Capitalized terms used and not otherwise defined-herein shall have the same meanings as set forth in the Prospectus dated August 29, 2013.

Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).

Not Applicable.

Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers).

Not Applicable.

Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).

Based on the standards set forth in Item 1115(b) of Regulation AB, no information is required in response to this Item.

Item 1117 of Regulation AB. Legal Proceedings.

No legal proceedings are pending against any of The Bank of Nova Scotia (in its capacity as the sponsor (the “Sponsor”), in its capacity as an originator contemplated by Item 1110(b) of Regulation AB (the “Originator”), in its capacity as servicer (the “Servicer”), in its capacity as cash manager (the “Cash Manager”) and in its capacity as managing general partner of Scotiabank Covered Bond Guarantor Limited Partnership (the “Issuing Entity”)), Computershare Trust Company of Canada (in its capacity as the bond trustee (the “Bond Trustee”)) or the Issuing Entity that are or would be material to holders of the covered bonds. No such proceedings are known to be contemplated by governmental authorities.

Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.

The Sponsor is the originator, as contemplated by Item 1110 of Regulation AB, of all of the mortgage loans owned by the Issuing Entity. The Sponsor is also the Servicer. The Issuing Entity was formed by the Sponsor. The Sponsor owns a 99.95% limited partnership interest in the Issuing Entity. Scotiabank Covered Bond GP Inc. is the managing general partner of the Issuing Entity and owns a 0.0495% general partnership interest in the Issuing Entity. 8429057 Canada Inc. is the liquidation general partner and owns a 0.0005% general partnership interest in the Issuing Entity. Two employees of Computershare Trust Company of Canada are directors and officers of 8429057 Canada Inc. The Sponsor owns 100% of Scotiabank Covered Bond GP Inc. and 9% of 8429057 Canada Inc.

Other than as specified in this Item above, none of the Sponsor, Scotiabank Covered Bond GP Inc., 8429057 Canada Inc. or the Issuing Entity is an affiliate of Computershare Trust Company of Canada, the Bond Trustee.

There are no significant obligors contemplated by Item 1112 of Regulation AB, enhancement or support providers contemplated by Item 1114 or 1115 of Regulation AB, or other material parties related to the Notes contemplated by Item 1101(d)(1) of Regulation AB.

In addition, to the best of our knowledge, there are no business relationships, agreements, arrangements, transactions or understandings entered into outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the Transaction Documents involving the issuance of the covered bonds by the Sponsor and the guarantee by the Issuing Entity, between The Bank of Nova Scotia (in its capacities as Sponsor, Depositor, Originator, or Servicer), the Bond Trustee and the Issuing Entity, or any affiliates of such parties, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the covered bonds or the guarantee.

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Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria

The Bank of Nova Scotia (in its capacities as Servicer and Cash Manager (collectively, the “Servicing Party”)) has been identified by the Sponsor as a party participating in the servicing function with respect to the asset pool held by the Issuing Entity. The Servicing Party has completed a report on an assessment of compliance with the servicing criteria set forth in paragraph (d) of Item 1122 of Regulation AB applicable to it (a “Servicing Assessment Report”), which Servicing Assessment Report is attached as an exhibit to this Form 10-K. In addition, the Servicing Party has provided an attestation report (an “Attestation Report”) by a registered public accounting firm, which report is also attached as an exhibit to this Form 10-K. Neither the Servicing Assessment Report nor the Attestation Report has identified any material instance of noncompliance with the servicing criteria applicable to The Bank of Nova Scotia as Cash Manager.

The Bank of Nova Scotia, as Servicer, complied in all material respects with the servicing criteria applicable to it.

Item 1123 of Regulation AB. Servicer Compliance Statement.

The Servicing Party has completed a statement of compliance with its activities during the reporting period and of its performance under the applicable servicing criteria (a “Compliance Statement”), signed by an authorized officer of the Servicer. The Compliance Statement is attached as Exhibit 35.1 to this Form 10-K.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			SCOTIABANK COVERED BOND GUARANTOR LIMITED PARTNERSHIP
			(Issuing entity)
Date:	January 29, 2014	By:	THE BANK OF NOVA SCOTIA
			(Depositor)
			/s/Jeffrey C. Heath
			(Signature) Jeffrey C. Heath Executive Vice-President and Group Treasurer

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EXHIBIT INDEX

Exhibit 31	Certifications
Exhibit 33.1	Report on Assessment of Compliance with Applicable Servicing Criteria for Covered Bonds by The Bank of Nova Scotia.
Exhibit 34.1	Attestation Report on Assessment of Compliance with the Servicing Criteria for Covered Bonds by KPMG LLP.
Exhibit 35.1	Annual Servicer Compliance Statement of the Servicer for the period ended October 31, 2013.

EX-31.1

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EXHIBIT 31

CERTIFICATIONS

I, Jeffrey C. Heath, certify that:

1. I have reviewed this report on Form 10-K of Scotiabank Covered Bond Guarantor Limited Partnership (the “Exchange Act periodic reports”);

2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge and the Servicer Compliance Statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the Servicer and the Cash Manager have fulfilled their obligations under the Servicing Agreement and the Cash Management Agreement in all material respects; and

4. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.

January 29, 2014

/s/ Jeffrey C. Heath

Jeffrey C. Heath

Executive Vice-President and Group Treasurer

(senior officer in charge of securitization of the depositor)

EX-33.1

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EXHIBIT 33.1

Report on Assessment of Compliance with Applicable Servicing Criteria for
Covered Bonds by The Bank of Nova Scotia

January 29, 2014

1. The Bank of Nova Scotia (the “Bank”) is responsible for assessing compliance with the servicing criteria applicable to it in its capacity as Servicer and in its capacity as Cash Manager set forth in paragraph (d) of Item 1122 of Regulation AB as of October 31, 2013 and for the period from September 9, 2013 through October 31, 2013 (the “Reporting Period”) as set forth in Exhibit A hereto.

2. Except as set forth in paragraph 3 below, the Bank used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess compliance with the applicable servicing criteria.

3. The Bank has determined that the criteria listed in the column titled “Inapplicable Servicing Criteria” on Exhibit A hereto (collectively, the “Inapplicable Servicing Criteria”) are not applicable to the Bank based on the activities the Bank performs with respect to servicing residential mortgage loans for covered bonds. The criteria set forth in paragraph (d) of Item 1122 of Regulation AB other than the Inapplicable Servicing Criteria are referred to as the “Applicable Servicing Criteria”.

4. The Bank complied, in all material respects, with the Applicable Servicing Criteria as of October 31, 2013 and for the Reporting Period with respect to its servicing of the residential mortgage loans in the cover pool.

5. KPMG LLP, an independent registered public accounting firm, has issued an attestation report on the Bank’s assessment of compliance with the Applicable Servicing Criteria as of October 31, 2013 and for the Reporting Period.

THE BANK OF NOVA SCOTIA

By: /s/ Jeffrey C. Heath

Jeffrey C. Heath

Executive Vice-President and Group Treasurer

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Exhibit A

SERVICING CRITERIA		APPLICABLE SERVICING CRITERIA		INAPPLICABLE SERVICING CRITERIA
Reference	Criteria	Performed by Servicer	Performed by Cash Manager
	General Servicing Criteria
1122(d)(l)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.		ü
1122(d)(l)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.			ü
1122(d)(l)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.			ü
1122(d)(l)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.			ü
	Cash Collection and Administration
1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.		ü
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.		ü1

¹ All payments to investors are made to the applicable paying agent by the Bank as obligor on the covered bonds unless and until the Bank becomes insolvent. No payments have been made to investors during the period. No distributions have been made by the Cash Manager and unless and until the Bank becomes insolvent and a Notice to Pay is served on Scotiabank Covered Bond Guarantor Limited Partnership, the Cash Manager does not distribute any amounts to investors from collections on the cover pool.

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SERVICING CRITERIA		APPLICABLE SERVICING CRITERIA		INAPPLICABLE SERVICING CRITERIA
Reference	Criteria	Performed by Servicer	Performed by Cash Manager
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.			ü
1122(d)(2)(iv)	The related accounts1 for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.		ü
1122(d)(2)(v)	Each custodial account1 is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.		ü
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.			ü

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SERVICING CRITERIA		APPLICABLE SERVICING CRITERIA		INAPPLICABLE SERVICING CRITERIA
Reference	Criteria	Performed by Servicer	Performed by Cash Manager
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts1, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.		ü
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s2 records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.		ü3

² The records are maintained by the Servicer, not the trustee.

³ Reports to investors have not been filed with the Commission, as no issuances of covered bonds had been made as of October 31, 2013.

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SERVICING CRITERIA		APPLICABLE SERVICING CRITERIA		INAPPLICABLE SERVICING CRITERIA
Reference	Criteria	Performed by Servicer	Performed by Cash Manager
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.		ü1
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.		ü1
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.		ü1
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents.	ü
1122(d)(4)(ii)	Pool assets and related documents are safeguarded as required by the transaction agreements.	ü
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	ü
1122(d)(4)(iv)	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents.	ü

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SERVICING CRITERIA		APPLICABLE SERVICING CRITERIA		INAPPLICABLE SERVICING CRITERIA
Reference	Criteria	Performed by Servicer	Performed by Cash Manager
1122(d)(4)(v)	The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	ü
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	ü
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	ü
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	ü
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.	ü

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SERVICING CRITERIA		APPLICABLE SERVICING CRITERIA		INAPPLICABLE SERVICING CRITERIA
Reference	Criteria	Performed by Servicer	Performed by Cash Manager
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s account documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable account documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related Accounts, or such other number of days specified in the transaction agreements.	ü
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	ü
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	ü
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	ü
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	ü

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SERVICING CRITERIA		APPLICABLE SERVICING CRITERIA		INAPPLICABLE SERVICING CRITERIA
Reference	Criteria	Performed by Servicer	Performed by Cash Manager
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	ü4

⁴ The Reserve Fund, which is maintained in the GDA Account, is not funded until a ratings trigger has been breached, which has not occurred.

EX-34.1

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EXHIBIT 34.1

KPMG LLP

Bay Adelaide Centre

Suite 4600

333 Bay Street

Toronto ON M5H 2S5

Canada

Tele: (416) 777-8500

Fax: (416) 777-8818

www.kpmg.ca

Report of Independent Registered Public Accounting Firm

The Board of Directors of The Bank of Nova Scotia

We have examined management’s assertion, included in the accompanying Management’s Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria, that the Bank of Nova Scotia (the “Bank”) has complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the eligible residential mortgages in the cover pool held by the Scotiabank Covered Bond Guarantor Limited Partnership in relation to the Bank’s Global Registered Covered Bonds Program (the “Platform”) as of October 31, 2013 and for the period from September 9, 2013 through October 31, 2013, excluding criteria 1122(d)(l)(ii), (iii), (iv), 1122(d)(2)(iii) and 1122(d)(2)(vi), which management of the Bank has determined are not applicable to the activities performed by the Bank with respect to the Platform. Management is responsible for the Bank’s compliance with the servicing criteria. Our responsibility is to express an opinion on management’s assertion about the Bank’s compliance based on our examination.

Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Bank’s compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected servicing activities related to the Platform, and determining whether the Bank performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the servicing activities performed by the Bank during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Bank during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Bank’s compliance with the servicing criteria.

In our opinion, management’s assertion that the Bank complied with the aforementioned servicing criteria as of October 31, 2013 and for the period from September 9, 2013 through October 31, 2013 is fairly stated, in all material respects.

With respect to applicable servicing criterion 1122(d)(2)(ii), 1122(d)(3)(i), (ii), (iii), (iv), and 1122(d)(4)(xv), management of the Bank has determined that there were no activities performed during the period from September 9, 2013 through October 31, 2013 with respect to the Platform, because there were no occurrences of events that would require the Bank to perform such activities.

/s/ KPMG LLP

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Canada
January 29, 2014

EX-35.1

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EXHIBIT 35.1

ANNUAL SERVICER COMPLIANCE STATEMENT OF THE SERVICER
FOR THE YEAR ENDED OCTOBER 31, 2013

The undersigned, a duly authorized officer of The Bank of Nova Scotia, as Servicer and Cash Manager under the Servicing Agreement and Cash Management Agreement, respectively, do hereby certify that:

1. A review of the activities of the Servicer and Cash Manager during the period from September 9, 2013 through October 31, 2013, and of its performance under the Servicing Agreement and Cash Management Agreement was conducted under my supervision.

2. To the best of my knowledge, based on such review, the Servicer and Cash Manager have fulfilled all of their obligations under the Servicing Agreement and Cash Management Agreement, respectively, in all material respects throughout such period.

IN WITNESS WHEREOF, the undersigned have duly executed this Certificate on behalf of the Servicer this 29th day of January, 2014.

By:	/s/ Jeffrey C. Heath
	Jeffrey C. Heath Executive Vice-President and Group Treasurer