10-K/A

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10-K FOR THE FISCAL YEAR ENDED OCTOBER 31, 2015
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 2015	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 ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

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Yes ☐	No ☒
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.

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 ☒ 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 ☒ 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 ☒ 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) ☒	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 ☒

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

Explanatory Note

This Amendment No. 1(this “Amendment”) to our Annual Report on Form 10-K for the fiscal year ended October 31, 2015, originally filed January 29, 2016 (the “Original Form 10-K”), is being filed solely to amend the title of the signatory hereto in compliance with General Instruction J to Form 10-K and to refile Exhibit 31 to the Original Form 10-K to conform to the form, content and signature requirements of Item 601(b)(31)(ii) of Regulation S-K.

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No other changes have been made to the Original Form 10-K other than described above. This Amendment does not reflect subsequent events occurring after the date of the Original Form 10-K or modify or update any disclosures set forth in the Original Form 10-K except as to the title of the signatory hereto and in Exhibit 31 hereto.

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.

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 20, 2014.

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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:	May 2, 2016	By:	THE BANK OF NOVA SCOTIA
			(Servicer)
			/s/ Andrew Branion
			(Signature) Andrew Branion 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, 2015.**

** Previously filed

EX-31

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EXHIBIT 31

CERTIFICATIONS

I, Andrew Branion, certify that:

1. I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by 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, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;

4. I am responsible for reviewing the activities performed by the servicer and based on my knowledge and the compliance review conducted in preparing 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 has fulfilled its obligations under the servicing agreements in all material respects; and

5. 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.

May 2, 2016

/s/ Andrew Branion

Andrew Branion

Executive Vice-President and Group Treasurer

(senior officer in charge of securitization of the servicer)

CORRESP

The Bank of Nova Scotia
40 King Street West
64th Floor
Toronto, Ontario
Canada M5H 1H1

May 2, 2016

VIA EDGAR
Rolaine S. Bancroft
Senior Special Counsel
Office Structured Finance
United States Securities and Exchange Commission (the SEC)
Mail Stop 3628
Washington, D.C. 20549

Re:	Scotiabank Covered Bond Guarantor Limited Partnership
	Form 10-K for Fiscal Year Ended October 31, 2015
	Filed January 29, 2016
	File No. 333-188984-01

Dear Ms. Bancroft,

This letter is in response to your comment letter dated April 25, 2016 and is being provided within the 10 business days thereof as requested. We have included your comments in italics along with our responses to each below.

1. Form 10-K should be signed by either (a) the senior officer in charge of securitization of the depositor on behalf of the depositor or (b) the senior officer in charge of the servicing function of the servicer on behalf of the issuing entity. It appears that you have signed the Form 10-K as the senior officer in charge of securitization of the depositor on behalf of the issuing entity, which is not permissible. See General Instruction J to Form 10-K. Please tell us which entity you intended to have sign the Form 10-K and amend your filing as necessary. Please also confirm that in all future filings for which you are the depositor, the Forms 10-K will be correctly signed by the appropriate officer and entity.

We have filed a Form 10-K/A to amend our previous filing. The Form 10-K/A is signed by the senior officer in charge of the servicing function of the servicer on behalf of the issuing entity, which is the same individual as the senior officer in charge of securitization of the depositor on behalf of the depositor. We confirm that all future Form 10-K filings will be signed by the senior officer in charge of the servicing function of the servicer on behalf of the issuing entity.

2. We note your certification does not follow the specific form and content provided in Item 601(b)(31)(ii) of Regulation S-K. By way of example only, the first paragraph does not indicate that the certifying officer reviewed reports on Form 10-D for the period covered by the report. Additionally, paragraph three is incorrect and paragraph four (appropriately tailored pursuant to Note 2 to Item 601(b)(31)(ii) according to the entity signing the certification) is missing. Please revise your certification to conform to the form, content, and signature requirements of Item 601(b)(31)(ii). Please also confirm that, in future

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filings for this and any other transaction for which you are the depositor, your certifications will conform to the specific requirements of Item 601(b)(31)(ii) of Regulation S-K.

We have filed a Form 10-K/A to amend our previous filing, which includes a new certification attached as Exhibit 31.1. This new certification indicates that the certifying officer reviewed reports on Form 10-D for the period covered by the report and conforms to the form, content, and signature requirements of Item 601(b)(31)(ii). We confirm that, in future filings for this and any other transaction for which we are the depositor, our certifications will conform to the specific requirements of Item 601(b)(31)(ii) of Regulation S-K.

Additionally, we acknowledge that: (i) we are responsible for the adequacy and accuracy of the disclosure in the filing; (ii) SEC staff comments or changes to disclosure in response to SEC staff comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) we may not assert SEC staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

Yours truly,

/s/ Andrew Branion

Andrew Branion
Executive Vice President and Group Treasurer
(senior officer in charge of securitization of the servicer)

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