The information in this preliminary prospectus supplement is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus supplement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated [l], 2016 Filed Pursuant to Rule 424(b)(5)
Preliminary Prospectus Supplement to the Prospectus dated August 20, 2014 Registration Statement No. 333-188984

 

The Bank of Nova Scotia

__________________________

U.S.$[l] [l]% Covered Bonds Due [l], 20[l]

unconditionally and irrevocably guaranteed as to payments of interest and principal by

Scotiabank Covered Bond Guarantor Limited Partnership

__________________________

We will pay interest on the [l]% covered bonds due [l], 20[l] semi-annually on [l] and [l] of each year. We will make the first interest payment on the covered bonds on [l], 2016. The covered bonds will mature on [l], 20[l]. The covered bonds will constitute deposits for purposes of the Bank Act (Canada) and will constitute legal, valid and binding direct, unconditional, unsubordinated and unsecured obligations of The Bank of Nova Scotia (the “Bank”) and will rank pari passu with all deposit liabilities of the Bank without any preference among themselves and (save for any applicable statutory provisions) at least equally with all other present and future unsecured and unsubordinated obligations of the Bank, from time to time outstanding. The covered bonds will not be deposits insured under the Canada Deposit Insurance Corporation Act (Canada) or under any other governmental insurance scheme of any country. The covered bonds are unconditionally and irrevocably guaranteed as to payments by Scotiabank Covered Bond Guarantor Limited Partnership as described in the prospectus. We will issue each covered bond in minimum denominations of U.S.$1,000 and integral multiples of U.S.$1,000.

Other than as set forth under “Terms and Conditions of the Covered Bonds—Redemption for taxation reasons” and “Terms and Conditions of the Covered Bonds—Redemption due to illegality or invalidity” in the prospectus, we may not redeem the covered bonds prior to their maturity. There is no sinking fund for the covered bonds.

Investing in the covered bonds involves a number of risks. See “Risk Factors” beginning on page 22 of the accompanying prospectus dated August 20, 2014.

  Per $1,000 Covered Bond Total
     
Public offering price (1) U.S.$[l] U.S.$[l]
     
Underwriting commissions U.S.$[l] U.S.$[l]
     
Proceeds, before expenses, to The Bank of Nova Scotia U.S.$[l] U.S.$[l]

_____________

(1)The price to the public also will include interest accrued on the covered bonds after [l], 2016, if any.

We will deliver the covered bonds in book-entry form through the facilities of The Depository Trust Company (including through its indirect participants CDS Clearing and Depository Services, Inc., Euroclear and Clearstream, Luxembourg) on or about [l], 2016 against payment in immediately available funds.

This preliminary prospectus supplement may be used by certain of our affiliates in connection with offers and sales of the covered bonds in market-making transactions.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The covered bonds described herein will not constitute deposits that are insured under the Canada Deposit Insurance Corporation Act (Canada) or by the United States Federal Deposit Insurance Corporation.

THE COVERED BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY CANADA MORTGAGE AND HOUSING CORPORATION (“CMHC”) NOR HAS CMHC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. THE COVERED BONDS ARE NEITHER INSURED NOR GUARANTEED BY CMHC OR THE GOVERNMENT OF CANADA OR ANY OTHER AGENCY THEREOF.

Program Arrangers

Barclays Scotiabank

Joint Lead Managers

BofA Merrill Lynch Scotiabank HSBC J.P. Morgan UBS Investment Bank

Co-Managers

[l] [l] [l] [l] [l]

Prospectus Supplement dated [l], 2016

 

   
   

WHERE YOU CAN FIND MORE INFORMATION

Additional information with respect to the Bank, the Guarantor, the Portfolio and certain other matters, together with copies of each of the Transaction Documents and the Investor Reports filed by the Bank from time to time, is also available on the Bank’s website at http://www.scotiabank.com/ca/en/0,,7073,00.html and through CMHC’s covered bond registry at http://www.cmhc-schl.gc.ca/coveredbonds. Information on or accessible through the Bank’s website or CMHC’s covered bond registry does not form part of this prospectus and should not be relied upon. All Internet references in this prospectus supplement and the accompanying prospectus are inactive textual references and the Bank does not incorporate website contents into this prospectus supplement and the accompanying prospectus.

SUMMARY

This section is meant as a summary and should be read in conjunction with the accompanying prospectus to help you understand the covered bonds.  This preliminary prospectus supplement, together with the accompanying prospectus, contains the terms of the covered bonds and supersedes all prior or contemporaneous oral statements as well as any other written materials relating to the covered bonds, including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials.  In the event of any inconsistency or conflict between the terms set forth in this preliminary prospectus supplement and the accompanying prospectus, the terms contained in this preliminary prospectus supplement will control.

 

An investment in the covered bonds entails significant risks relating to the covered bonds that are not associated with similar investments in a conventional debt security, including those described below.  You should carefully consider, among other things, the matters set forth under “Risk Factors” beginning on page 22 of the accompanying prospectus.  Before investing in the covered bonds, we urge you to consult your investment, legal, tax, accounting and other advisors.

 

In this preliminary prospectus supplement, unless the context otherwise indicates, the “Bank” means The Bank of Nova Scotia and “Guarantor” means Scotiabank Covered Bond Guarantor Limited Partnership, and “we,” “us” or “our” means the Bank and Guarantor collectively. In this preliminary prospectus supplement, currency amounts are stated in Canadian dollars (“$”), unless specified otherwise.

 

 

Bank: The Bank of Nova Scotia
Guarantor: Scotiabank Covered Bond Guarantor Limited Partnership
U.S. Registrar, Paying Agent, Transfer Agent and Exchange Agent: The Bank of Nova Scotia - New York Agency, acting through its office located at 250 Vesey Street, New York, New York 10281
Specified Currency: U.S. dollars (“U.S.$”)
(Condition 1.10)  
Aggregate Principal Amount: U.S.$ [l]  
Series: CBL14
Issue Price: [l] percent of the Aggregate Principal Amount

 

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Specified Denominations: U.S.$1,000
(Condition 1.08 or 1.09)  
Calculation Amount: U.S.$1,000
Issue Date: [l], 2016
Interest Commencement Date: [l], 2016
Final Maturity Date: [l], 20[l]
Extended Due for Payment Date: [l], 20[l]
Interest Rate Basis:

[[l]% Fixed Rate payable semi-annually in arrears from and including the Interest Commencement Date to but excluding the Final Maturity Date]

[If applicable, 1-month USD LIBOR +[l] bps per annum Floating Rate payable monthly in arrears and subject to adjustment from and including the Final Maturity Date to but excluding the Extended Due for Payment Date]

Redemption/Payment Basis: Redemption at par
Outstanding Series of Covered Bonds under the Program:

CBL1 (EUR1,000,000,000 1.000% Covered Bonds due April 2, 2019);

CBL2 (U.S.$1,500,000,000 2.125% Covered Bonds due September 11, 2019);

CBL3 (EUR1,500,000,000 0.750% Covered Bonds due September 17, 2021);

CBL4 (EUR1,250,000,000 0.250% Covered Bonds due November 2, 2017);

CBL5 (GBP550,000,000 Floating Rate Covered Bonds due November 2, 2017);

CBL6 (AUD600,000,000 Floating Rate Covered Bonds due January 21, 2020);

CBL7 (U.S.$1,400,000,000 1.850% Covered Bonds due April 14, 2020);

CBL8 (EUR1,250,000,000 0.500% Covered Bonds due July 23, 2020);

CBL9 (GBP400,000,000 Floating Rate Covered Bonds due August 7, 2018);

CBL10 (EUR188,000,000 1.637% Covered Bonds due September 28, 2035);

CBL11 (GBP400,000,000 Floating Rate Covered Bonds due January 14, 2019);

CBL12 (EUR1,500,000,000 0.100% Covered Bonds due January 21, 2019); and

CBL13 (EUR750,000,000 0.375% Covered Bonds due March 10, 2023)

 

The Portfolio:

The assets in the “Portfolio” consist primarily of first lien Canadian residential mortgage loans and their related security interest in residential property, cash and in some cases certain Substitute Assets up to a certain threshold amount. As required by the CMHC Guide, the Portfolio does not include any Loans that are insured by a Prohibited Insurer. See “Summary of the Principal Documents—Mortgage Sale Agreement” in the prospectus and Annex A and Annex B of this preliminary prospectus supplement. As of the date of this preliminary prospectus supplement, the Guarantor does not own any Substitute Assets

 

Status of the Covered Bonds: The covered bonds will constitute deposit liabilities of the Bank for purposes of the Bank Act, however the covered bonds will not be insured under the Canada Deposit Insurance Corporation Act (Canada), and will constitute legal, valid and binding direct, unconditional, unsubordinated and unsecured obligations of the Bank and rank pari passu with all
   

 

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  deposit liabilities of the Bank without any preference among themselves and at least pari passu with all other unsubordinated and unsecured obligations of the Bank, present and future, except as prescribed by law
Status of the Guarantee: Secured with recourse to certain assets of the Guarantor, including the Portfolio and any Excess Proceeds
Regulatory Maximum for Covered Bond Issuances: Upon the issuance of the covered bonds, the Bank will have issued and have outstanding covered bonds which represent [l]% of the OSFI Total Assets of the Bank as of the date hereof.  The aggregate outstanding principal balance of all covered bonds issued by the Bank at any time is subject to a maximum of 4% of the OSFI Total Assets of the Bank
Asset Percentage: As of the date of this preliminary prospectus supplement, the Asset Percentage is 93.00%. The current maximum Asset Percentage is 95.00%
Branch of Account: The main branch of the Bank in Toronto (located at its executive offices) will take the deposits evidenced by the covered bonds but without prejudice to the provisions of Condition 9 (Events of Default, Acceleration and Enforcement).
Servicer Replacement Ratings: The Servicer represents and warrants to the Seller, the Cash Manager, the Bond Trustee and the Guarantor that the unsecured, unsubordinated and unguaranteed debt obligations (or in the case of Fitch, the issuer default ratings) of the Servicer are rated by each of the Rating Agencies at ratings that are at or above the threshold ratings of (i) Baa2 (in respect of Moody’s), (ii) F2 (in respect of Fitch), and (iii) either BBB (low) or R-1 (middle) (in respect of DBRS) (the “Servicer Replacement Ratings”). The foregoing definition of “Servicer Replacement Ratings” supersedes and replaces in its entirety the definition of “Servicer Replacement Ratings” found on page 143 of the accompanying Prospectus.

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

Fixed Rate Covered Bond Provisions

(Condition 5.12)

[Applicable]
Rate of Interest: [l]% per annum payable semi-annually in arrears
Interest Payment Date: [l] and [l] in each year up to and including the Final Maturity Date
Fixed Coupon Amount: U.S.$[l] per Calculation Amount
Broken Amount(s): [Not Applicable] / [$[l] per Calculation Amount, payable on the Interest Payment Date falling on [l], 20[l]]
Day Count Basis: 30/360
Other terms relating to the method
of calculating interest for fixed rate covered bonds:
Not Applicable
Business Day Convention: Following Business Day Convention (unadjusted)
Business Day(s): New York and Toronto
     
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PROVISIONS RELATING TO EXTENDED DUE FOR PAYMENT DATE, IF APPLICABLE

Floating Rate Covered Bond Provisions

(Condition 5.12)

If applicable, from and including the Final Maturity Date to but excluding the Extended Due for Payment Date
Interest Period(s): The period from and including each Specified Interest Payment Date, to but excluding the following Specified Interest Payment Date with the first such period being the period from and including the Final Maturity Date to but excluding the first Specified Interest Payment Date
Specified Interest Payment Dates: If applicable, after the Final Maturity Date, the [l] day of each month
Calculation Agent:  The Bank, acting through its office located at 201 Bishopsgate, London EC2M 3NS
Business Day Convention: Modified Following Business Day Convention (adjusted) 
Business Day(s): New York and Toronto
Manner in which the Rate of Interest is to be determined: Screen Rate Determination
Reference Rate: 1 month USD LIBOR
Interest Determination Date(s): Second London Business Day prior to the start of each Interest Period
Relevant Screen Page: Reuters Screen Page LIBOR01
Relevant Time: 11:00 A.M. (London time)
Reference Banks: Has the meaning given in the ISDA Definitions
Day Count Basis: Actual/360
Margin(s): +[l] bps per annum
Maximum Rate of Interest: 60% per annum
PROVISIONS RELATING TO REDEMPTION
Early Redemption Amount:  U.S.$1,000 per Calculation Amount
GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS 
Covered Bond Swap Rate: 1-month CAD-BA-CDOR plus [l]%
DISTRIBUTION 
Dealers:  Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (USA) Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities plc, UBS Securities LLC
Additional selling restrictions: See under “Supplemental Plan of Distribution” in this preliminary prospectus supplement
CUSIP: [l]
ISIN: [l]
Common Code: [l]
Listing: The covered bonds will not be listed on any securities exchange
   
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DESCRIPTION OF THE COVERED BONDS

In addition to the terms described in the “Summary” section above, the following general terms will apply to the covered bonds.

 

General

The covered bonds will constitute deposits for purposes of the Bank Act (Canada) and will constitute legal, valid and binding direct, unconditional, unsubordinated and unsecured obligations of the Bank and will rank pari passu with all deposit liabilities of the Bank without any preference among themselves and (save for any applicable statutory provisions) at least equally with all other present and future unsecured and unsubordinated obligations of the Bank, from time to time outstanding. The covered bonds will not be deposits insured under the Canada Deposit Insurance Corporation Act (Canada) or under any other governmental insurance scheme of any country.

 

The aggregate principal amount of the covered bonds is U.S.$[l]. The covered bonds are issued in denominations of U.S.$1,000, and integral multiples of U.S.$1,000 in excess thereof. The covered bonds may only be transferred in amounts of U.S.$1,000 and increments of U.S.$1,000 thereafter.

 

We will pay interest on the covered bonds semi-annually on [l] and [l] of each year. We will make the first interest payment on the covered bonds on [l], 2016.

 

Guarantee

 

Pursuant to the covered bond guarantee (the “Covered Bond Guarantee”), the Guarantor has irrevocably and unconditionally guaranteed the due and punctual payment of the Guaranteed Amounts on the covered bonds in accordance with the Trust Deed.

 

Currency

The covered bonds are denominated, and amounts due on the covered bonds will be paid, in U.S. dollars (“U.S.$”).

 

Form of the Covered Bonds

The covered bonds will be issued only in the form of a global covered bond held by The Depository Trust Company. See “Ownership and Book-Entry” in the accompanying prospectus.

 

No Listing

The covered bonds will not be listed on any securities exchange.

 

Please note that the information about the issuance, Issue Date, Issue Price, commissions and net proceeds to the Bank relates only to the initial issuance and sale of your covered bonds. If you have purchased your covered bonds in a market-making transaction after the initial issuance and sale, any such relevant information about the sale to you will be provided in a separate confirmation of sale.

 

S-6 
 

Final Maturity Date

The Final Maturity Date is or will be [l], 20[l]. The Final Maturity Date may be postponed under the Extended Due for Payment Date as further described in Condition 6 (Redemption and Purchase) under the “Terms and Conditions of the Covered Bonds” in the accompanying prospectus.

 

Manner of Payment and Delivery

Any payment on the covered bonds at maturity or otherwise will be made to accounts designated by you and approved by us, or at the office of the Bond Trustee. We also may make any payment or delivery in accordance with the applicable procedures of the depositary.

 

Terms Incorporated in the Global Covered Bond

All of the terms appearing above under “Summary” and the terms appearing in the first four paragraphs under the caption “—Payment of Additional Amounts” in this preliminary prospectus supplement, together with the Terms and Conditions of the Covered Bonds attached as Schedule 1 of the Trust Deed will be endorsed on the global covered bond that represent the covered bonds and is held by The Depository Trust Company. See “Terms and Conditions” in the accompanying prospectus.

 

DESCRIPTION OF THE COVERED BOND GUARANTEE

 

As described in the accompanying prospectus at pages 117-118, the Covered Bond Guarantee is secured by the pledge of certain assets of the Guarantor, which include the Portfolio and any Excess Proceeds, to the Bond Trustee under the Security Agreement. Statistical information about the Portfolio as of March 31, 2016 is set forth in Annex A. Historical performance about the Portfolio as of March 31, 2016 is set forth in Annex B.

 

SWAP PROVIDERS

Interest Rate Swap Provider

 

The Bank, subject to replacement in accordance with the terms of the Interest Rate Swap Agreement.

 

Covered Bond Swap Provider

 

The Bank, subject to replacement in accordance with the terms of the Covered Bond Swap Agreement.

 

 

S-7 
 

SUPPLEMENTAL PLAN OF DISTRIBUTION

The Bank expects to agree to sell to the Dealers, and the Dealers severally and not jointly expect to agree to purchase from the Bank, the principal amount of the covered bonds specified, at the price specified, on the cover page of this prospectus supplement. The Dealers intend to resell each covered bond they purchase at the price to the public set forth on the cover page of this prospectus supplement. In the future, the Dealers or one of their affiliates, may repurchase and resell the covered bonds in market-making transactions, with resales being made at prices related to prevailing market prices at the time of resale or at negotiated prices. For more information about the plan of distribution, the underwriting agreement and possible market-making activities, see “Plan of Distribution” in the accompanying prospectus.

 

Dealer Principal Amount
Merrill Lynch, Pierce, Fenner & Smith Incorporated U.S.$[l]
Scotia Capital (USA) Inc. U.S.$[l]
HSBC Securities (USA) Inc. U.S.$[l]
J.P. Morgan Securities plc U.S.$[l]
UBS Securities LLC U.S.$[l]

 

 

The Dealers have advised the Bank that the Dealers propose initially to offer the covered bonds to the public at the public offering price on the cover page of this prospectus supplement, and to certain dealers at that public offering price less a commission not in excess of [l]% of the principal amount of the covered bonds. The Dealers may allow, and those dealers may reallow to other dealers, a commission not in excess of [l]% of the principal amount.

 

After the initial public offering of the covered bonds is completed, the public offering price and commissions may be changed by the Dealers.

 

In connection with the sale of the covered bonds, the Dealers may engage in:

 

·over-allotments, in which Dealers selling the covered bonds sell more covered bonds than the Bank actually sold to the Dealers, creating a Dealer short position;

 

·stabilizing transactions, in which purchases and sales of the covered bonds may be made by the Dealers at prices that do not exceed a specified maximum in accordance with Rule 104 of Regulation M under the Securities Exchange Act of 1934; and

 

·Dealer covering transactions, in which Dealers purchase the covered bonds in the open market after the distribution has been completed in order to cover Dealer short positions.

 

These stabilizing transactions and Dealer covering transactions may cause the price of the covered bonds to be higher than it would otherwise be. These transactions, if commenced, may be discontinued at any time.

 

The Dealers and their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. In the ordinary course of their respective businesses, the Dealers and/or their affiliates have engaged, and

 

S-8 
 

may in the future engage, in commercial banking, investment banking, trust or investment management transactions with us and our affiliates for which they have received, and will in the future receive, customary compensation.

 

We will deliver the covered bonds against payment therefor in New York, New York on [l], 2016 which is the [l] scheduled business day after the trade date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. [Accordingly, purchasers who wish to trade covered bonds on any date prior to three business days before delivery will be required, by virtue of the fact that the covered bonds will initially settle in [l] business days (T + [l]), to specify alternative settlement arrangements to prevent a failed settlement.]

 

Selling Restrictions

General

Other than in the United States, no action has been or will be taken in any country or jurisdiction by the Bank, the Guarantor, the Dealers or the Bond Trustee that would permit a public offering of the covered bonds, or possession or distribution of any offering material in relation thereto, in such country or jurisdiction where action for that purpose is required and such action has not been taken. The Underwriting Agreement provides that each Dealer will (to the best of its knowledge and belief) comply with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers the covered bonds or has in its possession or distributes offering material.

 

[[l] will not affect any offers or sales of any covered bonds in the United States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of FINRA.]

 

United Kingdom

Each Dealer has represented and agreed and each further Dealer appointed under the Program will be required to represent and agree that:

(a)       in relation to any Covered Bonds which have a maturity of less than one year, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any Covered Bonds other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of such Covered Bonds would otherwise constitute a contravention of Section 19 of the FSMA 2000 by the Bank;

(b)       it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA 2000) received by it in connection with the issue or sale of any Covered Bonds in circumstances in which Section 21(1) of the FSMA 2000 does not apply to the Guarantor or, in the case of the Bank would not, if it was not an authorized person, apply to the Bank; and

(c)       it has complied and will comply with all applicable provisions of the FSMA 2000 with respect to anything done by it in relation to any Covered Bonds in, from or otherwise involving the United Kingdom.

S-9 
 

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each Dealer has represented and agreed, and each further Dealer appointed under the Program will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of Covered Bonds which are the subject of the offering contemplated by this preliminary prospectus supplement as completed by the Final Terms Document or Pricing Supplement in relation thereto to the public in that Relevant Member State, except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Covered Bonds to the public in that Relevant Member State:

(a)       Authorized institutions: at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b)       Fewer than 100 offerees: at any time to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Bank for any such offer; or

(c)       Other Exempt offers: at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Covered Bonds referred to in (a) to (c) above shall require the Bank or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression “offer of Covered Bonds to the public” in relation to any Covered Bonds in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Covered Bonds to be offered so as to enable an investor to decide to purchase or subscribe for the Covered Bonds, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State, and the expression 2010 Amending Directive means Directive 2010/73/EU.

Canada

Covered Bonds may only be offered, sold or distributed by the Dealers on such basis and in such provinces of Canada as, in each case, are agreed with the Issuer and in compliance with any applicable securities laws of Canada or any province, to the extent applicable.

Hong Kong

Each Dealer has represented and agreed that:

(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Covered Bonds other than (i) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and

S-10 
 

(b)       it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Covered Bonds, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Covered Bonds which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Japan

The Covered Bonds have not been and will not be registered under the Financial Instruments and Exchange Act (Law No. 25 of 1948, as amended: the FIEA) and each Dealer has represented and agreed, and each further Dealer appointed under the Program will be required to represent and agree, that it will not offer or sell any Covered Bonds, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

Singapore

This preliminary prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore, and the Covered Bonds will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore (the Securities and Futures Act). Accordingly, the Covered Bonds may not be offered or sold or made the subject of an invitation for subscription or purchase nor may this preliminary prospectus supplement or any other document or material in connection with the offer or sale or invitation for subscription or purchase of any Covered Bonds be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (a) to an institutional investor pursuant to Section 274 of the Securities and Futures Act, (b) to a relevant person under Section 275(1) of the Securities and Futures Act or to any person pursuant to Section 275(1A) of the Securities and Futures Act and in accordance with the conditions specified in Section 275 of the Securities and Futures Act, or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act.

S-11 
 

Where the Covered Bonds are subscribed or purchased under Section 275 of the Securities and Futures Act by a relevant person which is:

(a)       a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures Act)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor;

(b)       a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the Securities and Futures Act) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the Covered Bonds pursuant to an offer under Section 275 of the Securities and Futures Act except:

(i)       to an institutional investor or to a relevant person defined in Section 275(2) of the Securities and Futures Act or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the Securities and Futures Act; or

(ii)       where no consideration is or will be given for the transfer; or

(iii)       where the transfer is by operation of law; or

(iv)       pursuant to Section 276(7) of the Securities and Futures Act or Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

 

 

S-12 
 

RECENT DEVELOPMENTS

 

Program Increase

On November 25, 2015, the aggregate nominal amount of the Program increased from U.S.$15,000,000,000 to U.S.$25,000,000,000. The maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the Program will not exceed U.S.$25,000,000,000 (or its equivalent in other currencies calculated as described in the Prospectus), subject to any further increase as described in the Prospectus, though only up to U.S.$15,000,000,000 may be issued as having been registered with the Securities and Exchange Commission.

Exchange Rate Information

The tables below set forth the high and low daily noon exchange rates, the average yearly rate and the rate at period end between Canadian Dollars and U.S. Dollars (in U.S. Dollars per Canadian Dollar) for the two-year period ended October 31, 2015 and the high and low daily noon exchange rates for the three months ended January 31, 2016 and for the period February 1, 2016 through April 18, 2016. On April 18, 2016, the daily noon exchange rate was U.S.$0.7803 = $1.00. Our reference to the “daily noon exchange rate” is the daily noon exchange rate as reported by the Bank of Canada.

 

Year Ended October 31 High Low Average Rate At Period End
2014 0.9602 0.8858 0.9145 0.8869
2015 0.8900 0.7455 0.7961 0.7644

 

Three Months Ending High Low
January 31, 2016 0.7637 0.6854

 

Period of High Low
February 1, 2016 to April 18, 2016 0.7817 0.7123

 

Servicing Portfolio Information

 

As at October 31, 2015, the Bank acted as primary servicer and owned the corresponding servicing rights to loans having an aggregate unpaid balance of approximately $174.3 billion. The following table sets forth the dollar amount of mortgage loans serviced by the Bank for the periods indicated.

 

The Bank of Nova Scotia Servicing Portfolio

($ in millions)

 

  For the Year Ended October 31,
2015 2014
Conventional
mortgages
Dollar Amounts of Loans 89,181 80,333
Percentage Change from Prior Year 11.0% 10.0%
Insured
mortgages*
Dollar Amount of Loans 85,118 87,724
Percentage Change from Prior Year -3.0% -3.0%
Total mortgage loans serviced Dollar Amount of Loans 174,299 168,057
Percentage Change from Prior Year 3.7% 2.8%

* Includes portfolio insured mortgages

S-13 
 

THE BANK’S CANADIAN RESIDENTIAL MORTGAGE PORTFOLIO

As at October 31, 2015 the Bank’s Canadian residential mortgage loans portfolio totaled $174.3 billion and consisted of approximately 930,566 loans. The Bank’s uninsured residential mortgage loans portfolio (the “conventional mortgage portfolio”) totaled $89.2 billion and consisted of approximately 477,839 loans as at October 31, 2015. For the 12 months ended December 31, 2010, 2011, 2012, 2013, 2014 and 2015, for loans originated in each such year, the conventional mortgage portfolio’s percentage of non-performing loans (more than 90 days past due) was 0.04%, 0.02%, 0.03%, 0.03%, 0.02% and 0.01% and its percentage of delinquent loans (more than 30 days past due) was 0.27%, 0.21%, 0.19%, 0.21%, 0.13% and 0.10% respectively. For a description of the Bank’s loan classifications see Note 3 of the Bank’s consolidated financial statements included in Exhibit 3 of its Form 40-F for the fiscal year ended October 31, 2015.

 

S-14 
 

THE PORTFOLIO

 

The statistical and other information contained herein has been compiled by reference to the Loans in the Portfolio securing the covered bonds as of March 31, 2016 (the “cut-off date”). The noon exchange rate of Canadian dollars into U.S. dollars on the cut-off date was CDN$1 = U.S.$0.7710. Columns stating percentage amounts may not add to 100% due to rounding.

 

The Loans in the Portfolio are selected on the basis of the seller's Eligibility Criteria set forth in the Mortgage Sale Agreement. The material aspects of such Eligibility Criteria are described under “Summary of the Principal Documents—Mortgage Sale Agreement—Eligibility Criteria” in the accompanying prospectus. As of the cut-off date, all Loans in the Portfolio complied with the Eligibility Criteria. One significant indicator of borrower credit quality is arrears and losses. The information presented below under “Loss Information” reflects the arrears and losses experience of the Portfolio as at the dates indicated. Any material change to the Eligibility Criteria, which could lead to arrears and losses deviating from the historical experience presented in the table under “Loss Information,” will be reported by the Guarantor on periodic reports filed with the SEC on Form 10-D. It is not expected that the characteristics of the Portfolio as of the closing date will differ materially from the characteristics of the Portfolio as of the cut-off date.

 

The Portfolio was drawn up as at the cut-off date and comprised 133,939 Loans having an aggregate current balance of $22,773,059,859 as at that date. The Bank originated the Loans in the Portfolio between January 2005 and March 2016.

 

116,650 Loans in the Portfolio (or 86.66% of the aggregate current balance of the Loans as of the cut-off date) were fixed rate Loans. The remaining 17,289 Loans in the Portfolio (or 13.34% of the aggregate current balance of the Loans as of the cut-off date) were standard variable rate Loans, as described below.

 

In the prior three years, there have been no repurchases or replacement of Loans in the Portfolio as a result of breaches of representations or warranties and no demands for repurchase or replacement of any Loan.

 

No Loan in the Portfolio failed to meet the Bank’s Lending Criteria.

 

The Bank most recently filed a Form ABS-15G on February 12, 2016. The Bank’s Central Index Key is 0000009631.

 

As of the cut-off date, the Bank's standard five-year variable rate for existing and new borrowers was 3.50% (rate for “open” loans) and 2.90% (rate for “closed” loans) per annum.

 

Review of the Portfolio

The Bank has performed a review of the Loans in the Portfolio and a review of the disclosure regarding the Loans in this preliminary prospectus supplement and the accompanying prospectus required by Item 1111 of Regulation AB (such disclosure, the “Rule 193 Information”). This review was designed and effected to provide the Bank with reasonable assurance that the Rule 193 Information is accurate in all material respects.

 

S-15 
 

One aspect of the review consisted of a comparison of the statistical information contained in Annex A and Annex B hereto to statistical information relating to all of the Loans in the Portfolio contained in the Bank’s data files. The data files are electronic records maintained by the Bank. For this comparison, the data files from the Bank’s loan servicing system, including relevant data elements, were extracted from the Bank’s information repository system. No material exceptions were found between the statistical information contained in Annex A and Annex B and the data files extracted from the Bank’s system.

 

A second aspect of the review consisted of a sampling of physical loan files. In accordance with CMHC requirements, in January 2014, a third party at the request of the Bank completed a comparison of certain Loan characteristics as required by the CMHC Guide, such as amount financed, current balance, location of the property and property valuation, in a sampling of 652 randomly selected Loan files, to the applicable information in the data files. No material exceptions were found between the Loan files and the data extracted from the Bank’s system. A similar comparison for a sampling of 256 randomly selected Loan files is currently underway by such third party. As of the date of this Prospectus Supplement, the review is in progress and no material exceptions have been found between the Loan files and the data extracted from the Bank’s system.

 

The Bank has developed procedures for monitoring and managing the Loans in its Portfolio. For example, on a periodic basis, the Bank performs a review of the Loans in its Portfolio to ensure such Loans continue to be Eligible Loans. As a result of a review, a selection of Loans may be sold by the Guarantor to the Bank, including Loans that have ceased to be Eligible Loans or Loans that are at least 90 days past due or subject to foreclosure. Sales of Eligible Loans by the Guarantor that are at least 90 days past due or subject to foreclosure are done on a voluntary basis and the Guarantor is under no obligation to continue such sales or notify investors of any discontinuance of such sales. The Bank is under no obligation to purchase such loans. As well, additional Eligible Loans may be added to the Portfolio to increase the value of Loans in the Portfolio. Typically, these periodic sales are immaterial to the Portfolio’s overall performance. Any addition to or subtraction of Loans from the Portfolio is reflected in the next monthly Investor Report and incorporated by reference herein.

 

On March 30, 2016, approximately $2.7 billion of additional Eligible Loans were added to the Portfolio. That addition of new Loans is reflected in the Investor Report for the period ended March 31, 2016. Following the completion of the audit of the Portfolio mentioned above, the next audit of the Portfolio required by the CMHC Guide is scheduled to be performed prior to April 2, 2017. No separate sample of Loan files for the additional Loans added to the Portfolio on March 30, 2016 has been conducted to date.

 

A third aspect of the review consisted of a review of the Rule 193 Information related to descriptions of the transaction documents in this preliminary prospectus supplement and the accompanying prospectus. For this part of the review, the Bank and its legal counsel reviewed the Rule 193 Information consisting of descriptions of portions of the transaction documents and compared that Rule 193 Information to the related transaction documents. The Bank and its legal counsel also reviewed the Rule 193 Information consisting of descriptions of legal and regulatory provisions that may materially affect the performance of the Loans or payments on the covered bonds.

 

In addition to the elements of the review of the Rule 193 Information that were specifically conducted for purposes of this transaction as described above, with respect to Rule 193 Information relating to credit approvals and exceptions to credit policies, the Bank has observed the regular, ongoing application of its internal control procedures. These include audits, quality assurance reviews and portfolio level analyses following origination to assess compliance with the Bank’s underwriting policies. These audits, quality assurance reviews and portfolio level analyses are reviewed by a policy review committee as well as group risk management and other partners on a regular basis.

S-16 
 

 

All Rule 193 Information consisting of textual disclosures of factual information and not otherwise described above was reviewed and approved by the Bank.

 

After undertaking the elements of the review described above, the Bank has found and concluded that it has reasonable assurance that the Rule 193 Information in this preliminary prospectus supplement and the accompanying prospectus is accurate in all material respects.

 

The review of disclosure relating to the description of the transaction documents and legal and regulatory matters and the reviews of statistical information and certain Loans characteristics were performed with the assistance of third parties engaged by the Bank. The Bank determined the nature, extent and timing of the review and the level of assistance provided by the third parties and by the Bank. The Bank has ultimate authority and control over, and assumes all responsibility for, the review and the findings and conclusions of the review. The Bank attributes all findings and conclusions of the review to itself.

 

 

S-17 
 

Annex A

 

Unless otherwise noted, the following tables set forth statistical information with respect to the Loans in the Portfolio as of the cut-off date for the periods indicated:

 

Overall Portfolio Statistics

Number of Loans in the Portfolio

·       The Percentage of STEP Loans

·       The Percentage of Loans Other Than STEP Loans

133,939

80.10%

 

19.90%

Cut-off Date Balance

·       The Percentage of STEP Loans

·       The Percentage of Loans Other Than STEP Loans

$22,773,059,859

72.70%

 

27.30%

Average Loan Size $170,026
Number of Primary Borrowers 118,409
Number of Properties 121,356
Weighted Average Current Indexed LTV of Loans in the Portfolio (1) 51.15%
Weighted Average of Original LTV of Loans in the Portfolio (1) 65.72%
Weighted Average of Authorized LTV of Loans in the Portfolio (2) 80.61%
Weighted Average Seasoning of Loans in the Portfolio 29.05 months
Weighted Average Mortgage Rate of Loans in the Portfolio 2.90%
Weighted Average Original Term of Loans in the Portfolio 48.35 months
Weighted Average Remaining Term of Loans in the Portfolio 19.30 months
Weighted Average Remaining Maturity of Outstanding Covered Bonds 45.97 months

 

(1) With respect to STEP loans, the Current LTV and Original LTV do not include amounts drawn in respect of (i) Other STEP Products, or (ii) Additional STEP Loans which are not yet included in the Portfolio, which in each case are secured by the same property.

 

(2) With respect to STEP loans, the Authorized LTV includes amounts drawn or available to be drawn in respect of Other STEP products and subsequent STEP Loans, which in each case are or will be secured by the same property.

 

S-18 
 

 

Portfolio Delinquency Distribution1

Aging Summary

Number of Loans

Percentage

Principal Balance ($)

Percentage

Current and Less Than 30 Days Past Due 133,695 99.82% 22,716,698,712 99.75%
30 to 59 Days Past Due 213 0.16% 48,161,220 0.21%
60 to 89 Days Past Due 31 0.02% 8,199,927 0.04%
90 to 119 Days Past Due - 0.00% - 0.00%
120 or More Days Past Due - 0.00% - 0.00%
Total 133,939 100.00% 22,773,059,859 100.00%

1 The Bank currently reviews the Loans in its Portfolio, on a periodic basis, to ensure such Loans continue to be Eligible Loans. As a result of a review, a selection of Loans may be sold by the Guarantor to the Bank, including Loans that have ceased to be Eligible Loans or Loans that are at least 90 days past due or subject to foreclosure. Sales of Eligible Loans by the Guarantor that are at least 90 days past due or subject to foreclosure are done on a voluntary basis and the Guarantor is under no obligation to continue such sales or notify investors of any discontinuance of such sales. The Bank is under no obligation to purchase such loans. The sale of Loans by the Guarantor that were at least 90 days past due or subject to foreclosure reflected herein were immaterial to the Portfolio’s overall performance. Refer to Note 13 of the Bank’s consolidated financial statements included in Exhibit 3 of its Form 40-F for the fiscal year ended October 31, 2015 for details on impaired loans and the Bank’s residential mortgage portfolio.

Portfolio Provincial Distribution  

Province

Number of Loans

Percentage

Principal Balance ($)

Percentage

Alberta 15,050 11.24% 3,038,537,927 13.34%
British Columbia 16,403 12.25% 3,727,805,337 16.37%
Manitoba 3,463 2.59% 454,602,097 2.00%
New Brunswick 3,740 2.79% 356,432,520 1.57%
Newfoundland 4,273 3.19% 544,173,890 2.39%
Northwest Territories 41 0.03% 8,061,185 0.04%
Nova Scotia 5,510 4.11% 620,989,813 2.73%
Nunavut - 0.00% - 0.00%
Ontario 65,404 48.83% 11,274,043,706 49.51%
Prince Edward Island 836 0.62% 80,621,888 0.35%
Quebec 14,781 11.04% 1,922,479,553 8.44%
Saskatchewan 4,119 3.08% 682,658,541 3.00%
Yukon 319 0.24% 62,653,402 0.28%
Total 133,939 100.00% 22,773,059,859 100.00%
           

 

Portfolio Credit Bureau Score Distribution  

Credit Bureau Score(1)

Number of Loans

Percentage

Principal Balance ($)

Percentage

Score Unavailable 3,052 2.28% 577,333,162 2.54%
599 and Below 2,745 2.05% 474,451,766 2.08%
600 – 650 4,474 3.34% 847,727,775 3.72%
651 – 700 9,486 7.08% 1,830,892,405 8.04%
701 – 750 18,443 13.77% 3,347,064,309 14.70%
751 – 800 23,489 17.54% 4,210,616,165 18.49%
801 and Above 72,250 53.94% 11,484,974,278 50.43%
Total 133,939 100.00% 22,773,059,859 100.00%
           

(1) As of July 2014, the Bank changed its credit scoring model from Trans-Risk to FICO®8 Score. As a result of the change, the credit bureau scores in this table are not comparable to periods prior to July 2014.

Portfolio Rate Type Distribution  

Rate Type

Number of Loans

Percentage

Principal Balance ($)

Percentage

Fixed 116,650 87.09% 19,735,268,176 86.66%
Variable 17,289 12.91% 3,037,791,684 13.34%
Total 133,939 100.00% 22,773,059,859 100.00%
           

 

Portfolio Mortgage Asset Type Distribution(1)  

Mortgage Asset Type

Number of Loans

Percentage

Principal Balance ($)

Percentage

STEP 107,287 80.10% 16,556,921,249 72,70%
Non-STEP 26,652 19.90% 6,216,138,611 27.30%
Total 133,939 100.00% 22,773,059,859 100.00%
           

(1) All loans included in the STEP and Non-STEP programs are amortizing.

S-19 
 

 

Portfolio Occupancy Type Distribution  

Occupancy Type

Number of Loans

Percentage

Principal Balance ($)

Percentage

Not Owner Occupied 2,777 2.07% 486,183,728 2.13%
Owner Occupied 131,162 97.93% 22,286,876,131 97.87%
Total 133,939 100.00% 22,773,059,859 100.00%
           

 

Portfolio Mortgage Rate Distribution

Mortgage Rate (%)

Number of Loans

Percentage

Principal Balance ($)

Percentage

3.4999 and Below 115,515 86.24% 20,092,401,176 88.23%
3.5000 – 3.9999 14,074 10.51% 2,100,077,112 9.22%
4.0000 – 4.4999 3,206 2.39% 440,536,942 1.93%
4.5000 – 4.9999 729 0.54% 93,647,148 0.41%
5.0000 – 5.4999 274 0.20% 28,601,250 0.13%
5.5000 – 5.9999 58 0.04% 6,108,685 0.03%
6.0000 – 6.4999 69 0.05% 10,318,169 0.05%
6.5000 – 6.9999 13 0.01% 1,362,318 0.01%
7.0000 – 7.4999 1 0.00% 97,060 0.00%
7.5000 – 7.9999 - 0.00% - 0.00%
8.0000 – 8.4999 - 0.00% - 0.00%
8.5000 and Above - 0.00% - 0.00%
Total 133,939 100.00% 22,773,059,859 100.00%

 

Portfolio Current LTV Distribution(1) (indexed)

Current LTV (%)

Number of Loans

Percentage

Principal Balance ($)

Percentage

20.00 and Below 18,784 14.02% 1,120,007,429 4.92%
20.01-25.00 6,900 5.15% 720,435,785 3.16%
25.01-30.00 7,184 5.36% 904,899,638 3.97%
30.01-35.00 7,900 5.90% 1,159,415,508 5.09%
35.01-40.00 8,560 6.39% 1,409,898,911 6.19%
40.01-45.00 9,851 7.35% 1,796,361,758 7.89%
45.01-50.00 11,523 8.60% 2,304,747,694 10.12%
50.01-55.00 13,107 9.79% 2,765,954,758 12.15%
55.01-60.00 14,646 10.93% 3,153,209,196 13.85%
60.01-65.00 13,509 10.09% 2,873,412,163 12.62%
65.01-70.00 10,080 7.53% 2,135,053,904 9.38%
70.01-75.00 7,229 5.40% 1,497,422,856 6.58%
75.01-80.00 4,308 3.22% 865,026,575 3.80%
80.01 and Above 358 0.27% 67,213,686 0.30%
Total 133,939 100.00% 22,773,059,859 100.00%

(1) With respect to STEP loans, the Current LTV does not include amounts drawn in respect of (i) Other STEP Products, or (ii) Additional STEP Loans which are not yet included in the Portfolio, which in each case are secured by the same property.

 

Portfolio Remaining Term Distribution

Remaining Term (months)

Number of Loans

Percentage

Principal Balance ($)

Percentage

Less than 12.00 34,771 25.96% 5,524,811,565 24.26%
12.00 – 23.99 72,905 54.43% 12,291,219,082 53.97%
24.00 – 35.99 12,033 8.98% 2,641,476,448 11.60%
36.00 – 41.99 2,405 1.80% 493,011,681 2.16%
42.00 – 47.99 3,412 2.55% 508,458,476 2.23%
48.00 – 53.99 3,658 2.73% 557,880,863 2.45%
54.00 – 59.99 3,492 2.61% 544,491,949 2.39%
60.00 – 65.99 625 0.47% 101,394,133 0.45%
66.00 – 71.99 20 0.01% 3,795,194 0.02%
72.00 and Above 618 0.46% 106,520,470 0.47%
Total 133,939 100.00% 22,773,059,859 100.00%
S-20 
 

 

Portfolio Remaining Principal Balance Distribution

Remaining
Principal Balance ($)

Number of Loans

Percentage

Principal Balance ($)

Percentage

99,999 and Below 48,560 36.26% 2,735,575,970 12.01%
100,000 – 149,999 24,353 18.18% 3,030,370,589 13.31%
150,000 – 199,999 19,793 14.78% 3,437,599,943 15.10%
200,000 – 249,999 14,159 10.57% 3,167,263,831 13.91%
250,000 – 299,999 9,546 7.13% 2,607,400,977 11.45%
300,000 – 349,999 6,069 4.53% 1,960,754,359 8.61%
350,000 – 399,999 3,809 2.84% 1,419,258,704 6.23%
400,000 – 449,999 2,337 1.74% 989,351,139 4.34%
450,000 – 499,999 1,588 1.19% 751,688,046 3.30%
500,000 – 549,999 1,024 0.76% 536,276,133 2.35%
550,000 – 599,999 664 0.50% 381,039,054 1.67%
600,000 – 649,999 489 0.37% 305,054,398 1.34%
650,000 – 699,999 290 0.22% 195,819,822 0.86%
700,000 – 749,999 226 0.17% 163,994,908 0.72%
750,000 – 799,999 175 0.13% 135,349,737 0.59%
800,000 – 849,999 160 0.12% 131,687,748 0.58%
850,000 – 899,999 106 0.08% 92,562,274 0.41%
900,000 – 949,999 82 0.06% 75,544,933 0.33%
950,000 – 999,999 64 0.05% 62,335,387 0.27%
1,000,000 or Greater 445 0.33% 594,131,908 2.61%
Total 133,939 100.00% 22,773,059,859 100.00%

 

Portfolio Property Type Distribution

Property Type

Number of Loans

Percentage

Principal Balance ($)

Percentage

Condo 16,127 12.04% 2,476,370,979 10.87%
Single Family 114,797 85.71% 19,747,898,514 86.72%
Multi Family 2,658 1.98% 495,950,721 2.18%
Other 357 0.27% 52,839,646 0.23%
Total 133,939 100.00% 22,773,059,859 100.00%

 

S-21 
 

 

Portfolio Current LTV (indexed) and Delinquency Distribution by Province (1)
Province Delinquency Principal Balance ($) by Current LTV (%) (2) Total Percentage
Total (3)
20.00 and Below 20.01-25.00 25.01-30.00 30.01-35.00 35.01-40.00 40.01-45.00 45.01-50.00 50.01-55.00 55.01-60.00 60.01-65.00 65.01-70.00 70.01-75.00 75.01-80.00 80.01 and Above
Alberta All 111,144,283 70,294,739 88,448,801 122,723,248 132,095,304 175,844,935 237,319,559 275,631,079 411,556,631 569,191,651 428,698,464 222,311,361 167,267,346 26,010,528 3,038,537,927 13.34%
  Current and Less Than 30 Days Past Due 110,958,647 70,166,644 88,448,801 122,723,248 132,095,304 175,345,978 237,158,485 275,292,359 409,885,487 566,831,576 426,622,767 221,275,286 166,957,082 26,010,528 3,029,772,191 99.71%
  30 to 59 Days Past Due 185,636 128,094 - - - 498,956 161,073 - 1,101,827 1,856,572 2,075,698 1,036,076 310,265 - 7,354,197 0.24%
  60 to 89 Days Past Due - - - - - - - 338,720 569,316 503,503 - - - - 1,411,539 0.05%
  90 to 119 Days Past Due - - - - - - - - - - - - - - - 0.00%
  120 or More Days Past Due - - - - - - - - - - - - - - - 0.00%
British Columbia All 250,898,619 146,906,435 192,383,281 247,176,065 300,286,063 354,554,949 416,643,673 477,931,504 531,249,488 329,634,355 267,725,034 151,245,821 55,730,030 5,440,020 3,727,805,337 16.37%
  Current and Less Than 30 Days Past Due 250,355,848 146,776,157 191,886,324 246,448,244 300,145,688 353,276,784 414,975,448 475,041,774 529,747,950 327,722,642 267,725,034 151,245,821 55,730,030 5,440,020 3,716,517,764 99.70%
  30 to 59 Days Past Due 542,771 - 496,957 727,822 140,376 1,278,165 1,668,225 2,889,730 1,364,426 1,178,816 - - - - 10,287,286 0.28%
  60 to 89 Days Past Due - 130,278 - - - - - - 137,113 732,896 - - - - 1,000,287 0.03%
  90 to 119 Days Past Due - - - - - - - - - - - - - - - 0.00%
  120 or More Days Past Due - - - - - - - - - - - - - - - 0.00%
Manitoba All 11,251,640 8,043,815 11,828,078 12,868,388 20,014,765 24,980,873 28,497,476 38,441,298 52,330,075 73,849,123 67,349,416 70,759,008 32,692,252 1,695,890 454,602,097 2.00%
  Current and Less Than 30 Days Past Due 11,251,640 7,967,986 11,828,078 12,868,388 20,014,765 24,980,873 28,497,476 38,441,298 52,330,075 73,849,123 67,349,416 70,368,190 32,692,252 1,695,890 454,135,450 99.90%
  30 to 59 Days Past Due - 48,871 - - - - - - - - - 390,818 - - 439,688 0.10%
  60 to 89 Days Past Due - 26,958 - - - - - - - - - - - - 26,958 0.01%
  90 to 119 Days Past Due - - - - - - - - - - - - - - - 0.00%
  120 or More Days Past Due - - - - - - - - - - - - - - - 0.00%
S-22 
 

 

Portfolio Current LTV (indexed) and Delinquency Distribution by Province (1)
Province Delinquency Principal Balance ($) by Current LTV (%) (2) Total Percentage
Total (3)
20.00 and Below 20.01-25.00 25.01-30.00 30.01-35.00 35.01-40.00 40.01-45.00 45.01-50.00 50.01-55.00 55.01-60.00 60.01-65.00 65.01-70.00 70.01-75.00 75.01-80.00 80.01 and Above
New Brunswick All 10,422,515 8,356,960 9,578,360 12,841,749 15,502,486 21,381,444 24,729,274 38,486,358 60,041,917 80,522,249 38,149,873 25,770,454 10,648,882 - 356,432,520 1.57%
  Current and Less Than 30 Days Past Due 10,422,515 8,356,960 9,578,360 12,841,749 15,425,230 21,381,444 24,658,172 38,215,051 60,041,917 80,178,900 38,048,542 25,743,361 10,648,882 - 355,541,083 99.75%
  30 to 59 Days Past Due - - - - 77,256 - 71,102 227,283 - 274,177 101,331 - - - 751,150 0.21%
  60 to 89 Days Past Due - - - - - - - 44,024 - 69,171 - 27,093 - - 140,288 0.04%
  90 to 119 Days Past Due - - - - - - - - - - - - - - - 0.00%
  120 or More Days Past Due - - - - - - - - - - - - - - - 0.00%
Newfoundland All 12,688,061 10,176,403 10,823,690 14,284,343 23,385,605 31,494,133 41,920,606 53,570,057 70,376,814 110,996,906 67,108,901 65,294,018 31,745,549 308,805 544,173,890 2.39%
  Current and Less Than 30 Days Past Due 12,678,511 10,176,403 10,823,690 14,284,343 23,385,605 31,494,133 41,851,217 53,429,686 70,376,814 110,108,381 66,922,126 65,010,946 31,745,549 308,805 542,596,209 99.71%
  30 to 59 Days Past Due 9,550 - - - - - 69,389 140,371 - 888,525 186,775 283,071 - - 1,577,681 0.29%
  60 to 89 Days Past Due - - - - - - - - - - - - - - - 0.00%
  90 to 119 Days Past Due - - - - - - - - - - - - - - - 0.00%
  120 or More Days Past Due - - - - - - - - - - - - - - - 0.00%
Northwest Territories All 610,542 125,321 722,663 - 519,404 562,497 946,075 - 302,626 1,902,983 1,285,107 757,623 326,344 - 8,061,185 0.04%
  Current and Less Than 30 Days Past Due 610,542 125,321 722,663 - 519,404 562,497 946,075 - 302,626 1,902,983 1,285,107 757,623 326,344 - 8,061,185 100.00%
  30 to 59 Days Past Due - - - - - - - - - - - - - - - 0.00%
  60 to 89 Days Past Due - - - - - - - - - - - - - - - 0.00%
  90 to 119 Days Past Due - - - - - - - - - - - - - - - 0.00%
  120 or More Days Past Due - - - - - - - - - - - - - - - 0.00%

 

S-23 
 

 

Portfolio Current LTV (indexed) and Delinquency Distribution by Province (1)
Province Delinquency Principal Balance ($) by Current LTV (%) (2) Total Percentage
Total (3)
20.00 and Below 20.01-25.00 25.01-30.00 30.01-35.00 35.01-40.00 40.01-45.00 45.01-50.00 50.01-55.00 55.01-60.00 60.01-65.00 65.01-70.00 70.01-75.00 75.01-80.00 80.01 and Above
Nova Scotia All 23,401,721 13,083,204 18,381,696 24,133,631 32,713,695 38,782,850 55,557,422 67,236,927 92,590,526 124,819,502 61,172,876 47,203,108 21,617,730 294,926 620,989,813 2.73%
  Current and Less Than 30 Days Past Due 23,401,721 13,041,193 18,381,696 24,133,631 32,713,695 38,782,850 55,557,422 66,967,437 92,590,526 124,417,166 60,414,299 47,062,386 21,617,730 294,926 619,376,677 99.74%
  30 to 59 Days Past Due - 42,011 - - - - - 269,490 - 402,336 758,578 140,722 - - 1,613,137 0.26%
  60 to 89 Days Past Due - - - - - - - - - - - - - - - 0.00%
  90 to 119 Days Past Due - - - - - - - - - - - - - - - 0.00%
  120 or More Days Past Due - - - - - - - - - - - - - - - 0.00%
Nunavut All - - - - - - - - - - - - - - - 0.00%
  Current and Less Than 30 Days Past Due - - - - - - - - - - - - - - - 0.00%
  30 to 59 Days Past Due - - - - - - - - - - - - - - - 0.00%
  60 to 89 Days Past Due - - - - - - - - - - - - - - - 0.00%
  90 to 119 Days Past Due - - - - - - - - - - - - - - - 0.00%
  120 or More Days Past Due - - - - - - - - - - - - - - - 0.00%
Ontario All 598,963,740 392,500,416  481,678,999   612,516,691  753,039,649   991,000,838 1,306,063,253  1,576,265,068 1,622,738,120 1,151,510,750  800,840,544  612,199,892  358,181,921 16,543,826  11,274,043,706 49.51%
  Current and Less Than 30 Days Past Due 598,178,352 391,857,617  481,308,380 611,540,317  752,951,844  988,885,814 1,302,933,455 1,572,185,316   1,617,253,127 1,149,702,235 799,049,976  610,032,007   357,355,747  16,543,826   11,249,778,013 99.78%
  30 to 59 Days Past Due   785,388 642,799  370,618   495,064   87,805   2,115,024   2,485,675   3,309,957   3,403,964   1,499,363  1,254,397 2,167,885  826,174 -   19,444,113 0.17%
  60 to 89 Days Past Due   -   - -   481,309 - - 644,124 769,795   2,081,029 309,151   536,172 -  - -     4,821,580 0.04%
  90 to 119 Days Past Due - - - - - - - - - - - - - - - 0.00%
  120 or More Days Past Due - - - - - - - - - - - - - - - 0.00%

 

S-24 
 

 

Portfolio Current LTV (indexed) and Delinquency Distribution by Province (1)
Province Delinquency Principal Balance ($) by Current LTV (%) (2) Total Percentage
Total (3)
20.00 and Below 20.01-25.00 25.01-30.00 30.01-35.00 35.01-40.00 40.01-45.00 45.01-50.00 50.01-55.00 55.01-60.00 60.01-65.00 65.01-70.00 70.01-75.00 75.01-80.00 80.01 and Above
Prince Edward Island All 2,990,690   2,338,530 3,167,570  2,812,325  3,412,533   4,027,801   5,769,238   8,386,422 12,219,188   18,146,665  8,114,032  7,447,246  1,789,649 -  80,621,888 0.35%
  Current and Less Than 30 Days Past Due   2,990,690   2,338,530 3,167,570  2,812,325   3,412,533   4,027,801   5,655,746   8,311,077   12,219,188 18,146,665  8,114,032 7,447,246  1,789,649 -   80,433,050 99.77%
  30 to 59 Days Past Due   -   - -   - - - 113,492   75,346   - -   - -  - -   188,838 0.23%
  60 to 89 Days Past Due - - - - - - - - - - - - - - - 0.00%
  90 to 119 Days Past Due - - - - - - - - - - - - - - - 0.00%
  120 or More Days Past Due - - - - - - - - - - - - - - - 0.00%
Quebec All   76,948,147  52,727,629  66,977,298  83,647,184  97,213,195  110,006,641 132,487,748   156,174,972 189,849,731   244,307,211 288,241,678 244,761,562 162,722,875 16,413,683 1,922,479,553 8.44%
  Current and Less Than 30 Days Past Due   76,886,182 52,727,629  66,875,976   83,561,859 97,112,026  109,939,336  132,283,824 155,304,587 189,637,103  243,786,590 287,919,503  242,585,445   161,911,479  16,413,683   1,916,945,222 99.71%
  30 to 59 Days Past Due   61,965   -  101,322   - 101,168   67,305 203,924 870,385   212,628 358,464   - 1,946,499  811,396 -  4,735,054 0.25%
  60 to 89 Days Past Due   -   - -  85,326 - - -   -   - 162,157   322,175 229,618  - -   799,276 0.04%
  90 to 119 Days Past Due - - - - - - - - - - - - - - - 0.00%
  120 or More Days Past Due - - - - - - - - - - - - - - - 0.00%
Saskatchewan All  19,023,520  14,104,376  20,237,382   24,095,544   27,911,165  40,022,655   50,658,386   66,999,438   99,721,927  155,881,180 99,596,038  43,803,586   20,097,336   506,008   682,658,541 3.00%
  Current and Less Than 30 Days Past Due   19,023,520 14,104,376  20,237,382   24,095,544 27,911,165 39,839,770 50,483,883 66,999,438   99,721,927  154,691,587   99,596,038 43,803,586  20,097,336  506,008   681,111,561 99.77%
  30 to 59 Days Past Due   -   - -   - - 182,885 174,503   -   -   1,189,593   - -  - -  1,546,981 0.23%
  60 to 89 Days Past Due - - - - - - - - - - - - - - - 0.00%
  90 to 119 Days Past Due - - - - - - - - - - - - - - - 0.00%
  120 or More Days Past Due - - - - - - - - - - - - - - - 0.00%

 

S-25 
 

 

Portfolio Current LTV (indexed) and Delinquency Distribution by Province (1)
Province Delinquency Principal Balance ($) by Current LTV (%) (2) Total Percentage
Total (3)
20.00 and Below 20.01-25.00 25.01-30.00 30.01-35.00 35.01-40.00 40.01-45.00 45.01-50.00 50.01-55.00 55.01-60.00 60.01-65.00 65.01-70.00 70.01-75.00 75.01-80.00 80.01 and Above
Yukon All  1,663,952   1,777,959   671,822   2,316,340   3,805,046  3,702,143 4,154,984   6,831,635 10,232,152   12,649,589 6,771,941   5,869,179   2,206,661  -  62,653,402 0.28%
  Current and Less Than 30 Days Past Due   1,663,952   1,777,959  671,822  2,316,340   3,805,046   3,702,143   3,931,888   6,831,635   10,232,152 12,649,589  6,771,941 5,869,179  2,206,661 -   62,430,307 99.64%
  30 to 59 Days Past Due   -   - -   - - - 223,096   -   - -   - -  - -   223,096 0.36%
  60 to 89 Days Past Due - - - - - - - - - - - - - - - 0.00%
  90 to 119 Days Past Due - - - - - - - - - - - - - - - 0.00%
  120 or More Days Past Due - - - - - - - - - - - - - - - 0.00%
Total All 1,120,007,429 720,435,785 904,899,638 1,159,415,508 1,409,898,911 1,796,361,758 2,304,747,694 2,765,954,758 3,153,209,196 2,873,412,163 2,135,053,904 1,497,422,856 865,026,575 67,213,686 22,773,059,859 100.00%
  Current and Less Than 30 Days Past Due   1,118,422,119 719,416,774  903,930,741   1,157,625,987 1,409,492,305 1,792,219,422 2,298,933,092 2,757,019,658   3,144,338,893 2,863,987,438   2,129,818,779 1,491,201,075   863,078,741  67,213,686   22,716,698,712 99.75%
  30 to 59 Days Past Due   1,585,310 861,775  968,896  1,222,886 406,605   4,142,336   5,170,478   7,782,561   6,082,846   7,647,846  4,376,778 5,965,070  1,947,834 -   48,161,220 0.21%
  60 to 89 Days Past Due   - 157,236 -   566,635 - - 644,124   1,152,538   2,787,458   1,776,879   858,347 256,711  - -  8,199,927 0.04%
  90 to 119 Days Past Due - - - - - - - - - - - - - - - 0.00%
  120 or More Days Past Due - - - - - - - - - - - - - - - 0.00%

(1) The Bank currently reviews the Loans in its Portfolio, on a periodic basis, to ensure such Loans continue to be Eligible Loans. As a result of a review, a selection of Loans may be sold by the Guarantor to the Bank, including Loans that have ceased to be Eligible Loans or Loans that are at least 90 days past due or subject to foreclosure. Sales of Eligible Loans by the Guarantor that are at least 90 days past due or subject to foreclosure are done on a voluntary basis and the Guarantor is under no obligation to continue such sales or notify investors of any discontinuance of such sales. The Bank is under no obligation to purchase such loans. The sale of Loans by the Guarantor that were at least 90 days past due or subject to foreclosure reflected herein were immaterial to the Portfolio’s overall performance. Refer to Note 13 of the Bank’s consolidated financial statements included in Exhibit 3 of its Form 40-F for the fiscal year ended October 31, 2015 for details on impaired loans and the Bank’s residential mortgage portfolio.

(2) With respect to STEP loans, the Current LTV does not include amounts drawn in respect of (i) Other STEP Products, or (ii) Additional STEP Loans which are not yet included in the Portfolio, which in each case are secured by the same property.

(3) Percentage Total for “All” loans is calculated as a percentage of the total loans in the Portfolio while the Percentage Total for each other delinquency measure is calculated as a percentage of loans within the associated province.

S-26 
 

 

Portfolio Current LTV Distribution (indexed) by Credit Bureau Score
Credit Bureau Score(2) Principal Balance ($) by Current LTV (%) (1)   Total Percentage Total
20.00 and Below 20.01-25.00 25.01-30.00 30.01-35.00 35.01-40.00 40.01-45.00 45.01-50.01 50.01-55.00 55.01-60.00 60.01-65.00 65.01-70.00 70.01-75.00 75.01-80.00 80.01 and Above
Score Unavailable 23,455,975 16,158,944 23,444,957 32,537,423 42,951,371 46,574,978 57,974,737 73,829,904 77,662,357 67,559,620 60,053,866 37,085,818 16,414,862 1,628,350 577,333,162 2.54%
599 and Below 6,285,018 7,014,394 10,982,536 10,328,985 15,668,065 30,996,321 45,123,142 59,669,146 86,146,363 83,283,059 65,198,977 39,702,612 13,573,068 480,078 474,451,766 2.08%
600 – 650 12,925,295 9,637,621 16,007,863 19,738,270 30,838,097 50,983,317 69,676,977 121,805,020 149,296,569 148,020,286 110,982,299 72,023,667 33,100,679 2,691,815 847,727,775 3.72%
651 – 700 32,731,485 25,251,348 39,859,790 63,141,519 79,178,623 112,498,667 194,355,673 236,770,291 310,889,083 297,489,710 214,487,386 152,258,797 69,071,047 2,908,984 1,830,892,405 8.04%
701 – 750 97,582,891 78,179,735 99,941,634 135,832,950 165,376,996 233,163,019 318,141,524 426,377,693 514,086,536 468,408,971 352,626,186 267,242,437 176,856,377 13,247,359 3,347,064,309 14.70%
751 – 800 155,653,838 103,749,154 150,145,968 183,533,596 250,212,447 321,732,497 430,953,518 530,282,571 597,141,538 557,009,577 437,822,127 297,519,484 181,877,707 12,982,142 4,210,616,165 18.49%
801 and Above 791,372,926 480,444,589 564,516,891 714,302,764 825,673,311 1,000,412,959 1,188,522,122 1,317,220,132 1,417,986,749 1,251,640,940 893,883,063 631,590,041 374,132,835 33,274,957 11,484,974,278 50.43%
Total 1,120,007,429 720,435,785 904,899,638 1,159,415,508 1,409,898,911 1,796,361,758 2,304,747,694 2,765,954,758 3,153,209,196 2,873,412,163 2,135,053,904 1,497,422,856 865,026,575 67,213,686 22,773,059,859 100.00%

(1) With respect to STEP loans, the Current LTV does not include amounts drawn in respect of (i) Other STEP Products, or (ii) Additional STEP Loans which are not yet included in the Portfolio, which in each case are secured by the same property.

(2) As of July 2014, the Bank changed its credit scoring model from Trans-Risk to FICO®8 Score. As a result of the change, the credit bureau scores in this table are not comparable to periods prior to July 2014.

S-27 
 

Overall Portfolio Performance

For collection purposes, a Loan is considered delinquent when a scheduled payment is 30 days or more past due. Therefore, in the tables below, a Loan for which a scheduled payment is less than 30 days past due is categorized as “Current.” The Bank currently reviews the Loans in its Portfolio, on a periodic basis, to ensure such Loans continue to be Eligible Loans. As a result of a review, a selection of Loans may be sold by the Guarantor to the Bank, including Loans that have ceased to be Eligible Loans or Loans that are at least 90 days past due or subject to foreclosure. Sales of Eligible Loans by the Guarantor that are at least 90 days past due or subject to foreclosure are done on a voluntary basis and the Guarantor is under no obligation to continue such sales or notify investors of any discontinuance of such sales. The Bank is under no obligation to purchase such Loans. The sale of Loans by the Guarantor that were at least 90 days past due or subject to foreclosure reflected herein were immaterial to the Portfolio’s overall performance. Refer to Note 13 of the Bank’s consolidated financial statements included in Exhibit 3 of its Form 40-F for the fiscal year ended October 31, 2015 for details on impaired loans and the Bank’s residential mortgage portfolio. The Bank’s methodology for calculating the information below changed in March 2016 to show the performance of the Loans that were part of the Portfolio as at the given dates. Prior to March 2016, the information was based on the performance of the Loans currently in the Portfolio as of the Cut-off Date as at the given dates. Therefore information in the following tables is not comparable to those disclosed in relation to prior issuances. Because the Portfolio was not established until July 30, 2013, no information on the performance of the Portfolio prior to the 2013 fiscal year is presented.

Portfolio Performance – Overall
Delinquency Status – Current Balance of Loans in Arrears ($)
As at Date

31-Oct-13

30 Oct-14

29-Oct-15

31-Mar-16

Current Balance of Loans Outstanding                
  No. Days Past Due $ % $ % $ % $ %
Current <30 Days 11,617,967,366 99.86% 10,108,958,091 99.81% 21,617,481,358 99.84% 22,716,698,712 99.75%
1-2 Months ≥30 and <60 Days 11,669,186 0.10% 13,539,685 0.13% 28,021,957 0.13% 48,161,220 0.21%
2-3 Months ≥60 and <90 Days 2,686,335 0.02% 2,336,592 0.02% 6,617,569 0.03% 8,199,927 0.04%
3-4 Months ≥90 and <120 Days 2,015,768 0.02% 2,193,353 0.02% - 0.00% - 0.00%
4-5 Months ≥120 and <150 Days - 0.00% 708,352 0.01% - 0.00% - 0.00%
5-6 Months ≥150 and <180 Days - 0.00% - 0.00% - 0.00% - 0.00%
6-7 Months ≥180 and <210 Days - 0.00% 295,056 0.00% - 0.00% - 0.00%
7-8 Months ≥210 and <240 Days - 0.00% - 0.00% - 0.00% - 0.00%
8-9 Months ≥240 and <270 Days - 0.00% - 0.00% - 0.00% - 0.00%
9-10 Months ≥270 and <300 Days - 0.00% - 0.00% - 0.00% - 0.00%
10-11 Months ≥300 and <330 Days - 0.00% - 0.00% - 0.00% - 0.00%
11-12 Months ≥330 and <360 Days - 0.00% - 0.00% - 0.00% - 0.00%
12-13 Months ≥360 and <390 Days - 0.00% - 0.00% - 0.00% - 0.00%
13-14 Months ≥390 and <420 Days - 0.00% - 0.00% - 0.00% - 0.00%
14-15 Months ≥420 and <450 Days - 0.00% - 0.00% - 0.00% - 0.00%
15-16 Months ≥450 and <480 Days - 0.00% - 0.00% - 0.00% - 0.00%
16-17 Months ≥480 and <510 Days - 0.00% - 0.00% - 0.00% - 0.00%
17-18 Months ≥510 and <540 Days - 0.00% - 0.00% - 0.00% - 0.00%
18 Months and more ≥540 Days - 0.00% - 0.00% - 0.00% - 0.00%
Total   11,634,338,655 100.00% 10,128,031,128 100.00% 21,652,120,883 100.00% 22,773,059,859 100.00%
 
Delinquency Status – Number of Loans in Arrears
As at Date

31-Oct-13

30 Oct-14

29-Oct-15

31-Mar-16

Total Number of Loans Outstanding                
  No. Days Past Due # % # % # % # %
Current <30 Days 66,541 99.89% 61,460 99.86% 121,395 99.88% 133,695 99.82%
1-2 Months ≥30 and <60 Days 52 0.08% 55 0.09% 121 0.10% 213 0.16%
2-3 Months ≥60 and <90 Days 14 0.02% 11 0.02% 28 0.02% 31 0.02%
3-4 Months ≥90 and <120 Days 9 0.01% 13 0.02% - 0.00% - 0.00%
4-5 Months ≥120 and <150 Days - 0.00% 6 0.01% - 0.00% - 0.00%
5-6 Months ≥150 and <180 Days - 0.00% - 0.00% - 0.00% - 0.00%
6-7 Months ≥180 and <210 Days - 0.00% 1 0.00% - 0.00% - 0.00%
7-8 Months ≥210 and <240 Days - 0.00% - 0.00% - 0.00% - 0.00%
8-9 Months ≥240 and <270 Days - 0.00% - 0.00% - 0.00% - 0.00%
9-10 Months ≥270 and <300 Days - 0.00% - 0.00% - 0.00% - 0.00%
10-11 Months ≥300 and <330 Days - 0.00% - 0.00% - 0.00% - 0.00%
11-12 Months ≥330 and <360 Days - 0.00% - 0.00% - 0.00% - 0.00%
12-13 Months ≥360 and <390 Days - 0.00% - 0.00% - 0.00% - 0.00%
13-14 Months ≥390 and <420 Days - 0.00% - 0.00% - 0.00% - 0.00%
14-15 Months ≥420 and <450 Days - 0.00% - 0.00% - 0.00% - 0.00%
15-16 Months ≥450 and <480 Days - 0.00% - 0.00% - 0.00% - 0.00%
16-17 Months ≥480 and <510 Days - 0.00% - 0.00% - 0.00% - 0.00%
17-18 Months ≥510 and <540 Days - 0.00% - 0.00% - 0.00% - 0.00%
18 Months and more ≥540 Days - 0.00% - 0.00% - 0.00% - 0.00%
Total   66,616 100.00% 61,546 100.00% 121,544 100.00% 133,939 100.00%
                   
 
Loss Information
As at Date

31-Oct-131

30 Oct-14

29-Oct-15

31-Mar-16

    %   %   %   %
Number of loans that have experienced a loss for the period / year ended 0.00% 0.00% 0.00% 0.00%
Net loss amount for the period / year ended ($) 0.00% 0.00% 0.00% 0.00%
Cumulative number of loans that have experienced a loss 0.00% 0.00% 0.00% 0.00%
Cumulative net loss amount ($) 0.00% 0.00% 0.00% 0.00%

 

1 The period ending October 31, 2013 began on the First Transfer Date.

               
S-28 
 

Annex B

HISTORICAL PORTFOLIO DATA

 

The Portfolio was not established until July 30, 2013. Historical pool information regarding the performance of the Loans in the Portfolio is contained in this Annex. Because the Portfolio was not established until July 30, 2013, there is no information on the performance of the Portfolio prior to the 2013 fiscal year. Columns stating percentage amounts may not add to 100% due to rounding.

 

The following vintage tables present historical pool information about the Loans in the Portfolio in respect of arrears and cumulative losses as at the dates specified in respect of Loans originated in specific years. “Vintage 2009,” for example, indicates all Loans in the Portfolio at the specified “as at” date originated in the calendar year 2009, including Loans refinanced solely with respect to rate or term in subsequent years. All of the Loans originated by the Bank are secured by a mortgage with first ranking priority on residential property in Canada. All such Loans are originated in accordance with the Bank's lending criteria at the time of offer of the Loan. There are no material differences between the lending and origination criteria used to originate the Loans and the Bank’s lending and origination criteria described in the accompanying prospectus. Notwithstanding any change to the lending criteria or other terms applicable to new Loans, new Loans and their related security may only be assigned to the Portfolio if those new Loans comply with the Seller's representations and warranties set out in the Mortgage Sale Agreement, including a representation that those new Loans were originated in accordance with the Seller's lending criteria applicable at the time of their origination. The Seller is obliged to repurchase Loans that are in breach of these representations and warranties. See “Summary of the Principal Documents—Mortgage Sale Agreement—Repurchase of Loans” in the accompanying prospectus.

 

Historical pool information on prepayments on the Loans is not being provided because prepayment and repayment rates should not affect the maturities of the covered bonds. The single pool of Loans held by the Guarantor supports an ongoing issuance of covered bonds by the Bank. As Loans repay or prepay, reducing the size of the Portfolio, the Seller is required to add Loans to the Portfolio in order to maintain compliance with the Asset Coverage Test. See “Summary of the Principal Documents—Guarantor Agreement—Asset Coverage Test” in the accompanying prospectus. Any new Loans may only be assigned to the Portfolio if those new Loans comply with the Seller's lending criteria, the material aspects of which are described under “Loan Origination and Lending Criteria” in the accompanying prospectus.

 

For collection purposes, a Loan is considered delinquent when a scheduled payment is 30 days or more past due. Therefore, in the tables below, a Loan for which a scheduled payment is less than 30 days past due is categorized as “Current.” The tables show that, as at any of the specific dates indicated, at no point was the percentage of delinquent Loans in the Portfolio greater than 0.40%, and as at March 31, 2016 there have been no losses in the Portfolio since the First Transfer Date. The Bank currently reviews the Loans in its Portfolio, on a periodic basis, to ensure such Loans continue to be Eligible Loans. As a result of a review, a selection of Loans may be sold by the Guarantor to the Bank, including Loans that have ceased to be Eligible Loans or Loans that are at least 90 days past due or subject to foreclosure. Sales of Eligible Loans by the Guarantor that are at least 90 days past due or subject to foreclosure are done on a voluntary basis and the Guarantor is under no obligation to continue such sales or notify investors of any discontinuance of such sales. The Bank is under no obligation to purchase such loans. The sale of Loans by the Guarantor that were at least 90 days past due or subject to foreclosure reflected herein were immaterial to the Portfolio’s overall performance. Refer to Note 13 of the Bank’s consolidated financial statements included in Exhibit 3 of its Form 40-F for the fiscal year ended October 31, 2015 for details on impaired loans and the Bank’s residential mortgage portfolio.

 

The Bank’s methodology for calculating the information below changed in March 2016 to show the performance of the Loans that were part of the Portfolio as at the given dates. Prior to March 2016, the information was based on the performance of the Loans currently in the Portfolio as of the Cut-off Date as at the given dates. Therefore information in the following tables is not comparable to those disclosed in relation to prior issuances. Because the Portfolio was not established until July 30, 2013, no information on the performance of the Portfolio prior to the 2013 fiscal year is presented.

S-29 
 

Pre-2009 Vintage

Portfolio Performance – Pre-2009 Vintage
Delinquency Status – Current Balance of Loans in Arrears ($)
As at Date

31-Oct-13

30 Oct-14

29-Oct-15

31-Mar-16

Current Balance of Loans Outstanding                
  No. Days Past Due $ % $ % $ % $ %
Current <30 Days 5,898,785 100.00% 4,076,128 100.00% 2,949,560 100.00% 2,026,401 100.00%
1-2 Months ≥30 and <60 Days - 0.00% - 0.00% - 0.00% - 0.00%
2-3 Months ≥60 and <90 Days - 0.00% - 0.00% - 0.00% - 0.00%
3-4 Months ≥90 and <120 Days - 0.00% - 0.00% - 0.00% - 0.00%
4-5 Months ≥120 and <150 Days - 0.00% - 0.00% - 0.00% - 0.00%
5-6 Months ≥150 and <180 Days - 0.00% - 0.00% - 0.00% - 0.00%
6-7 Months ≥180 and <210 Days - 0.00% - 0.00% - 0.00% - 0.00%
7-8 Months ≥210 and <240 Days - 0.00% - 0.00% - 0.00% - 0.00%
8-9 Months ≥240 and <270 Days - 0.00% - 0.00% - 0.00% - 0.00%
9-10 Months ≥270 and <300 Days - 0.00% - 0.00% - 0.00% - 0.00%
10-11 Months ≥300 and <330 Days - 0.00% - 0.00% - 0.00% - 0.00%
11-12 Months ≥330 and <360 Days - 0.00% - 0.00% - 0.00% - 0.00%
12-13 Months ≥360 and <390 Days - 0.00% - 0.00% - 0.00% - 0.00%
13-14 Months ≥390 and <420 Days - 0.00% - 0.00% - 0.00% - 0.00%
14-15 Months ≥420 and <450 Days - 0.00% - 0.00% - 0.00% - 0.00%
15-16 Months ≥450 and <480 Days - 0.00% - 0.00% - 0.00% - 0.00%
16-17 Months ≥480 and <510 Days - 0.00% - 0.00% - 0.00% - 0.00%
17-18 Months ≥510 and <540 Days - 0.00% - 0.00% - 0.00% - 0.00%
18 Months and more ≥540 Days - 0.00% - 0.00% - 0.00% - 0.00%
Total   5,898,785 100.00% 4,076,128 100.00% 2,949,560 100.00% 2,026,401 100.00%
   
   
Delinquency Status – Total Number of Loans in Arrears
As at Date

31-Oct-13

30 Oct-14

29-Oct-15

31-Mar-16

Total Number of Loans Outstanding                
  No. Days Past Due # % # % # % # %
Current <30 Days 83 100.00% 68 100.00% 37 100.00% 22 100.00%
1-2 Months ≥30 and <60 Days - 0.00% - 0.00% - 0.00% - 0.00%
2-3 Months ≥60 and <90 Days - 0.00% - 0.00% - 0.00% - 0.00%
3-4 Months ≥90 and <120 Days - 0.00% - 0.00% - 0.00% - 0.00%
4-5 Months ≥120 and <150 Days - 0.00% - 0.00% - 0.00% - 0.00%
5-6 Months ≥150 and <180 Days - 0.00% - 0.00% - 0.00% - 0.00%
6-7 Months ≥180 and <210 Days - 0.00% - 0.00% - 0.00% - 0.00%
7-8 Months ≥210 and <240 Days - 0.00% - 0.00% - 0.00% - 0.00%
8-9 Months ≥240 and <270 Days - 0.00% - 0.00% - 0.00% - 0.00%
9-10 Months ≥270 and <300 Days - 0.00% - 0.00% - 0.00% - 0.00%
10-11 Months ≥300 and <330 Days - 0.00% - 0.00% - 0.00% - 0.00%
11-12 Months ≥330 and <360 Days - 0.00% - 0.00% - 0.00% - 0.00%
12-13 Months ≥360 and <390 Days - 0.00% - 0.00% - 0.00% - 0.00%
13-14 Months ≥390 and <420 Days - 0.00% - 0.00% - 0.00% - 0.00%
14-15 Months ≥420 and <450 Days - 0.00% - 0.00% - 0.00% - 0.00%
15-16 Months ≥450 and <480 Days - 0.00% - 0.00% - 0.00% - 0.00%
16-17 Months ≥480 and <510 Days - 0.00% - 0.00% - 0.00% - 0.00%
17-18 Months ≥510 and <540 Days - 0.00% - 0.00% - 0.00% - 0.00%
18 Months and more ≥540 Days - 0.00% - 0.00% - 0.00% - 0.00%
Total   83 100.00% 68 100.00% 37 100.00% 22 100.00%
 
 
Loss Information
As at Date

31-Oct-131

30 Oct-14

29-Oct-15

31-Mar-16

    %   %   %   %
Number of loans that have experienced a loss for the period / year ended 0.00% 0.00% 0.00% 0.00%
Net loss amount for the period / year ended ($) 0.00% 0.00% 0.00% 0.00%
Cumulative number of loans that have experienced a loss 0.00% 0.00% 0.00% 0.00%
Cumulative net loss amount ($) 0.00% 0.00% 0.00% 0.00%

 

1 The period ending October 31, 2013 began on the First Transfer Date.

               

 

S-30 
 

2009 Vintage

Portfolio Performance – 2009 Vintage
Delinquency Status – Current Balance of Loans in Arrears ($)
As at Date

31-Oct-13

30 Oct-14

29-Oct-15

31-Mar-16

Current Balance of Loans Outstanding                
  No. Days Past Due $ % $ % $ % $ %
Current <30 Days 101,497,935 99.61% 54,274,462 99.93% 21,329,710 100.00% 18,390,919 100.00%
1-2 Months ≥30 and <60 Days 393,328 0.39% - 0.00% - 0.00% - 0.00%
2-3 Months ≥60 and <90 Days - 0.00% - 0.00% - 0.00% - 0.00%
3-4 Months ≥90 and <120 Days - 0.00% 35,688 0.07% - 0.00% - 0.00%
4-5 Months ≥120 and <150 Days - 0.00% - 0.00% - 0.00% - 0.00%
5-6 Months ≥150 and <180 Days - 0.00% - 0.00% - 0.00% - 0.00%
6-7 Months ≥180 and <210 Days - 0.00% - 0.00% - 0.00% - 0.00%
7-8 Months ≥210 and <240 Days - 0.00% - 0.00% - 0.00% - 0.00%
8-9 Months ≥240 and <270 Days - 0.00% - 0.00% - 0.00% - 0.00%
9-10 Months ≥270 and <300 Days - 0.00% - 0.00% - 0.00% - 0.00%
10-11 Months ≥300 and <330 Days - 0.00% - 0.00% - 0.00% - 0.00%
11-12 Months ≥330 and <360 Days - 0.00% - 0.00% - 0.00% - 0.00%
12-13 Months ≥360 and <390 Days - 0.00% - 0.00% - 0.00% - 0.00%
13-14 Months ≥390 and <420 Days - 0.00% - 0.00% - 0.00% - 0.00%
14-15 Months ≥420 and <450 Days - 0.00% - 0.00% - 0.00% - 0.00%
15-16 Months ≥450 and <480 Days - 0.00% - 0.00% - 0.00% - 0.00%
16-17 Months ≥480 and <510 Days - 0.00% - 0.00% - 0.00% - 0.00%
17-18 Months ≥510 and <540 Days - 0.00% - 0.00% - 0.00% - 0.00%
18 Months and more ≥540 Days - 0.00% - 0.00% - 0.00% - 0.00%
Total   101,896,262 100.00% 54,310,150 100.00% 21,329,710 100.00% 18,390,919 100.00%
 
 
Delinquency Status – Total Number of Loans in Arrears
As at Date

31-Oct-13

30 Oct-14

29-Oct-15

31-Mar-16

Total Number of Loans Outstanding                
  No. Days Past Due # % # % # % # %
Current <30 Days 857 99.88% 484 99.79% 197 100.00% 177 100.00%
1-2 Months ≥30 and <60 Days 1 0.12% - 0.00% - 0.00% - 0.00%
2-3 Months ≥60 and <90 Days - 0.00% - 0.00% - 0.00% - 0.00%
3-4 Months ≥90 and <120 Days - 0.00% 1 0.21% - 0.00% - 0.00%
4-5 Months ≥120 and <150 Days - 0.00% - 0.00% - 0.00% - 0.00%
5-6 Months ≥150 and <180 Days - 0.00% - 0.00% - 0.00% - 0.00%
6-7 Months ≥180 and <210 Days - 0.00% - 0.00% - 0.00% - 0.00%
7-8 Months ≥210 and <240 Days - 0.00% - 0.00% - 0.00% - 0.00%
8-9 Months ≥240 and <270 Days - 0.00% - 0.00% - 0.00% - 0.00%
9-10 Months ≥270 and <300 Days - 0.00% - 0.00% - 0.00% - 0.00%
10-11 Months ≥300 and <330 Days - 0.00% - 0.00% - 0.00% - 0.00%
11-12 Months ≥330 and <360 Days - 0.00% - 0.00% - 0.00% - 0.00%
12-13 Months ≥360 and <390 Days - 0.00% - 0.00% - 0.00% - 0.00%
13-14 Months ≥390 and <420 Days - 0.00% - 0.00% - 0.00% - 0.00%
14-15 Months ≥420 and <450 Days - 0.00% - 0.00% - 0.00% - 0.00%
15-16 Months ≥450 and <480 Days - 0.00% - 0.00% - 0.00% - 0.00%
16-17 Months ≥480 and <510 Days - 0.00% - 0.00% - 0.00% - 0.00%
17-18 Months ≥510 and <540 Days - 0.00% - 0.00% - 0.00% - 0.00%
18 Months and more ≥540 Days - 0.00% - 0.00% - 0.00% - 0.00%
Total   858 100.00% 485 100.00% 197 100.00% 177 100.00%
 
 
Loss Information
As at Date

31-Oct-131

30 Oct-14

29-Oct-15

31-Mar-16

    %   %   %   %
Number of loans that have experienced a loss for the period / year ended 0.00% 0.00% 0.00% 0.00%
Net loss amount for the period / year ended ($) 0.00% 0.00% 0.00% 0.00%
Cumulative number of loans that have experienced a loss 0.00% 0.00% 0.00% 0.00%
Cumulative net loss amount ($) 0.00% 0.00% 0.00% 0.00%

 

1 The period ending October 31, 2013 began on the First Transfer Date.

               

 

S-31 
 

2010 Vintage

Portfolio Performance – 2010 Vintage
Delinquency Status – Current Balance of Loans in Arrears ($)
As at Date

31-Oct-13

30 Oct-14

29-Oct-15

31-Mar-16

Current Balance of Loans Outstanding                
  No. Days Past Due $ % $ % $ % $ %
Current <30 Days 1,203,877,190 99.85% 902,602,473 99.60% 90,367,369 99.92% 2,984,413 100.00%
1-2 Months ≥30 and <60 Days 1,224,158 0.10% 2,282,177 0.25% 73,838 0.08% - 0.00%
2-3 Months ≥60 and <90 Days 423,768 0.04% 373,608 0.04% - 0.00% - 0.00%
3-4 Months ≥90 and <120 Days 119,592 0.01% 662,235 0.07% - 0.00% - 0.00%
4-5 Months ≥120 and <150 Days - 0.00% 269,466 0.03% - 0.00% - 0.00%
5-6 Months ≥150 and <180 Days - 0.00% - 0.00% - 0.00% - 0.00%
6-7 Months ≥180 and <210 Days - 0.00% - 0.00% - 0.00% - 0.00%
7-8 Months ≥210 and <240 Days - 0.00% - 0.00% - 0.00% - 0.00%
8-9 Months ≥240 and <270 Days - 0.00% - 0.00% - 0.00% - 0.00%
9-10 Months ≥270 and <300 Days - 0.00% - 0.00% - 0.00% - 0.00%
10-11 Months ≥300 and <330 Days - 0.00% - 0.00% - 0.00% - 0.00%
11-12 Months ≥330 and <360 Days - 0.00% - 0.00% - 0.00% - 0.00%
12-13 Months ≥360 and <390 Days - 0.00% - 0.00% - 0.00% - 0.00%
13-14 Months ≥390 and <420 Days - 0.00% - 0.00% - 0.00% - 0.00%
14-15 Months ≥420 and <450 Days - 0.00% - 0.00% - 0.00% - 0.00%
15-16 Months ≥450 and <480 Days - 0.00% - 0.00% - 0.00% - 0.00%
16-17 Months ≥480 and <510 Days - 0.00% - 0.00% - 0.00% - 0.00%
17-18 Months ≥510 and <540 Days - 0.00% - 0.00% - 0.00% - 0.00%
18 Months and more ≥540 Days - 0.00% - 0.00% - 0.00% - 0.00%
Total   1,205,644,708 100.00% 906,189,959 100.00% 90,441,207 100.00% 2,984,413 100.00%
 
 
Delinquency Status – Total Number of Loans in Arrears
As at Date

31-Oct-13

30 Oct-14

29-Oct-15

31-Mar-16

Total Number of Loans Outstanding                
  No. Days Past Due # % # % # % # %
Current <30 Days 9,155 99.84% 7,020 99.69% 689 99.86% 29 100.00%
1-2 Months ≥30 and <60 Days 10 0.11% 14 0.20% 1 0.14% - 0.00%
2-3 Months ≥60 and <90 Days 3 0.03% 3 0.04% - 0.00% - 0.00%
3-4 Months ≥90 and <120 Days 2 0.02% 3 0.04% - 0.00% - 0.00%
4-5 Months ≥120 and <150 Days - 0.00% 2 0.03% - 0.00% - 0.00%
5-6 Months ≥150 and <180 Days - 0.00% - 0.00% - 0.00% - 0.00%
6-7 Months ≥180 and <210 Days - 0.00% - 0.00% - 0.00% - 0.00%
7-8 Months ≥210 and <240 Days - 0.00% - 0.00% - 0.00% - 0.00%
8-9 Months ≥240 and <270 Days - 0.00% - 0.00% - 0.00% - 0.00%
9-10 Months ≥270 and <300 Days - 0.00% - 0.00% - 0.00% - 0.00%
10-11 Months ≥300 and <330 Days - 0.00% - 0.00% - 0.00% - 0.00%
11-12 Months ≥330 and <360 Days - 0.00% - 0.00% - 0.00% - 0.00%
12-13 Months ≥360 and <390 Days - 0.00% - 0.00% - 0.00% - 0.00%
13-14 Months ≥390 and <420 Days - 0.00% - 0.00% - 0.00% - 0.00%
14-15 Months ≥420 and <450 Days - 0.00% - 0.00% - 0.00% - 0.00%
15-16 Months ≥450 and <480 Days - 0.00% - 0.00% - 0.00% - 0.00%
16-17 Months ≥480 and <510 Days - 0.00% - 0.00% - 0.00% - 0.00%
17-18 Months ≥510 and <540 Days - 0.00% - 0.00% - 0.00% - 0.00%
18 Months and more ≥540 Days - 0.00% - 0.00% - 0.00% - 0.00%
Total   9,170 100.00% 7,042 100.00% 690 100.00% 29 100.00%
 
 
Loss Information
As at Date

31-Oct-131

30 Oct-14

29-Oct-15

31-Mar-16

    %   %   %   %
Number of loans that have experienced a loss for the period / year ended 0.00% 0.00% 0.00% 0.00%
Net loss amount for the period / year ended ($) 0.00% 0.00% 0.00% 0.00%
Cumulative number of loans that have experienced a loss 0.00% 0.00% 0.00% 0.00%
Cumulative net loss amount ($) 0.00% 0.00% 0.00% 0.00%

 

1 The period ending October 31, 2013 began on the First Transfer Date.

               

 

S-32 
 

2011 Vintage

Portfolio Performance – 2011 Vintage
Delinquency Status – Current Balance of Loans in Arrears ($)
As at Date

31-Oct-13

30 Oct-14

29-Oct-15

31-Mar-16

Current Balance of Loans Outstanding                
  No. Days Past Due $ % $ % $ % $ %
Current <30 Days 2,955,138,458 99.81% 2,497,232,337 99.84% 2,242,179,965 99.88% 1,902,396,068 99.84%
1-2 Months ≥30 and <60 Days 5,330,257 0.18% 3,509,140 0.14% 2,214,737 0.10% 2,986,439 0.16%
2-3 Months ≥60 and <90 Days 216,451 0.01% 318,316 0.01% 519,752 0.02% 85,326 0.00%
3-4 Months ≥90 and <120 Days 58,495 0.00% - 0.00% - 0.00% - 0.00%
4-5 Months ≥120 and <150 Days - 0.00% 289,150 0.01% - 0.00% - 0.00%
5-6 Months ≥150 and <180 Days - 0.00% - 0.00% - 0.00% - 0.00%
6-7 Months ≥180 and <210 Days - 0.00% - 0.00% - 0.00% - 0.00%
7-8 Months ≥210 and <240 Days - 0.00% - 0.00% - 0.00% - 0.00%
8-9 Months ≥240 and <270 Days - 0.00% - 0.00% - 0.00% - 0.00%
9-10 Months ≥270 and <300 Days - 0.00% - 0.00% - 0.00% - 0.00%
10-11 Months ≥300 and <330 Days - 0.00% - 0.00% - 0.00% - 0.00%
11-12 Months ≥330 and <360 Days - 0.00% - 0.00% - 0.00% - 0.00%
12-13 Months ≥360 and <390 Days - 0.00% - 0.00% - 0.00% - 0.00%
13-14 Months ≥390 and <420 Days - 0.00% - 0.00% - 0.00% - 0.00%
14-15 Months ≥420 and <450 Days - 0.00% - 0.00% - 0.00% - 0.00%
15-16 Months ≥450 and <480 Days - 0.00% - 0.00% - 0.00% - 0.00%
16-17 Months ≥480 and <510 Days - 0.00% - 0.00% - 0.00% - 0.00%
17-18 Months ≥510 and <540 Days - 0.00% - 0.00% - 0.00% - 0.00%
18 Months and more ≥540 Days - 0.00% - 0.00% - 0.00% - 0.00%
Total   2,960,743,661 100.00% 2,501,348,944 100.00% 2,244,914,455 100.00% 1,905,467,833 100.00%
 
 
Delinquency Status – Total Number of Loans in Arrears
As at Date

31-Oct-13

30 Oct-14

29-Oct-15

31-Mar-16

Total Number of Loans Outstanding                
  No. Days Past Due # % # % # % # %
Current <30 Days 17,093 99.87% 15,186 99.90% 13,876 99.89% 11,504 99.87%
1-2 Months ≥30 and <60 Days 19 0.11% 10 0.07% 12 0.09% 14 0.12%
2-3 Months ≥60 and <90 Days 2 0.01% 2 0.01% 3 0.02% 1 0.01%
3-4 Months ≥90 and <120 Days 1 0.01% - 0.00% - 0.00% - 0.00%
4-5 Months ≥120 and <150 Days - 0.00% 3 0.02% - 0.00% - 0.00%
5-6 Months ≥150 and <180 Days - 0.00% - 0.00% - 0.00% - 0.00%
6-7 Months ≥180 and <210 Days - 0.00% - 0.00% - 0.00% - 0.00%
7-8 Months ≥210 and <240 Days - 0.00% - 0.00% - 0.00% - 0.00%
8-9 Months ≥240 and <270 Days - 0.00% - 0.00% - 0.00% - 0.00%
9-10 Months ≥270 and <300 Days - 0.00% - 0.00% - 0.00% - 0.00%
10-11 Months ≥300 and <330 Days - 0.00% - 0.00% - 0.00% - 0.00%
11-12 Months ≥330 and <360 Days - 0.00% - 0.00% - 0.00% - 0.00%
12-13 Months ≥360 and <390 Days - 0.00% - 0.00% - 0.00% - 0.00%
13-14 Months ≥390 and <420 Days - 0.00% - 0.00% - 0.00% - 0.00%
14-15 Months ≥420 and <450 Days - 0.00% - 0.00% - 0.00% - 0.00%
15-16 Months ≥450 and <480 Days - 0.00% - 0.00% - 0.00% - 0.00%
16-17 Months ≥480 and <510 Days - 0.00% - 0.00% - 0.00% - 0.00%
17-18 Months ≥510 and <540 Days - 0.00% - 0.00% - 0.00% - 0.00%
18 Months and more ≥540 Days - 0.00% - 0.00% - 0.00% - 0.00%
Total   17,115 100.00% 15,201 100.00% 13,891 100.00% 11,519 100.00%
 
 
Loss Information
As at Date

31-Oct-131

30 Oct-14

29-Oct-15

31-Mar-16

    %   %   %   %
Number of loans that have experienced a loss for the period / year ended 0.00% 0.00% 0.00% 0.00%
Net loss amount for the period / year ended ($) 0.00% 0.00% 0.00% 0.00%
Cumulative number of loans that have experienced a loss 0.00% 0.00% 0.00% 0.00%
Cumulative net loss amount ($) 0.00% 0.00% 0.00% 0.00%

 

1 The period ending October 31, 2013 began on the First Transfer Date.

               

 

S-33 
 

2012 Vintage

Portfolio Performance – 2012 Vintage
Delinquency Status – Current Balance of Loans in Arrears ($)
As at Date

31-Oct-13

30 Oct-14

29-Oct-15

31-Mar-16

Current Balance of Loans Outstanding                
  No. Days Past Due $ % $ % $ % $ %
Current <30 Days 7,252,696,268 99.88% 6,090,678,879 99.82% 7,867,782,817 99.80% 6,981,285,822 99.60%
1-2 Months ≥30 and <60 Days 4,716,444 0.06% 7,599,527 0.12% 13,290,831 0.17% 22,286,603 0.32%
2-3 Months ≥60 and <90 Days 2,046,116 0.03% 1,644,667 0.03% 2,580,432 0.03% 5,687,124 0.08%
3-4 Months ≥90 and <120 Days 1,837,681 0.03% 1,468,259 0.02% - 0.00% - 0.00%
4-5 Months ≥120 and <150 Days - 0.00% 149,736 0.00% - 0.00% - 0.00%
5-6 Months ≥150 and <180 Days - 0.00% - 0.00% - 0.00% - 0.00%
6-7 Months ≥180 and <210 Days - 0.00% 295,056 0.00% - 0.00% - 0.00%
7-8 Months ≥210 and <240 Days - 0.00% - 0.00% - 0.00% - 0.00%
8-9 Months ≥240 and <270 Days - 0.00% - 0.00% - 0.00% - 0.00%
9-10 Months ≥270 and <300 Days - 0.00% - 0.00% - 0.00% - 0.00%
10-11 Months ≥300 and <330 Days - 0.00% - 0.00% - 0.00% - 0.00%
11-12 Months ≥330 and <360 Days - 0.00% - 0.00% - 0.00% - 0.00%
12-13 Months ≥360 and <390 Days - 0.00% - 0.00% - 0.00% - 0.00%
13-14 Months ≥390 and <420 Days - 0.00% - 0.00% - 0.00% - 0.00%
14-15 Months ≥420 and <450 Days - 0.00% - 0.00% - 0.00% - 0.00%
15-16 Months ≥450 and <480 Days - 0.00% - 0.00% - 0.00% - 0.00%
16-17 Months ≥480 and <510 Days - 0.00% - 0.00% - 0.00% - 0.00%
17-18 Months ≥510 and <540 Days - 0.00% - 0.00% - 0.00% - 0.00%
18 Months and more ≥540 Days - 0.00% - 0.00% - 0.00% - 0.00%
Total   7,261,296,509 100.00% 6,101,836,124 100.00% 7,883,654,081 100.00% 7,009,259,549 100.00%
 
 
Delinquency Status – Total Number of Loans in Arrears
As at Date

31-Oct-13

30 Oct-14

29-Oct-15

31-Mar-16

Total Number of Loans Outstanding                
  No. Days Past Due # % # % # % # %
Current <30 Days 38,905 99.90% 34,068 99.87% 41,143 99.83% 36,776 99.70%
1-2 Months ≥30 and <60 Days 22 0.06% 30 0.09% 59 0.14% 94 0.25%
2-3 Months ≥60 and <90 Days 9 0.02% 6 0.02% 10 0.02% 18 0.05%
3-4 Months ≥90 and <120 Days 6 0.02% 8 0.02% - 0.00% - 0.00%
4-5 Months ≥120 and <150 Days - 0.00% 1 0.00% - 0.00% - 0.00%
5-6 Months ≥150 and <180 Days - 0.00% - 0.00% - 0.00% - 0.00%
6-7 Months ≥180 and <210 Days - 0.00% 1 0.00% - 0.00% - 0.00%
7-8 Months ≥210 and <240 Days - 0.00% - 0.00% - 0.00% - 0.00%
8-9 Months ≥240 and <270 Days - 0.00% - 0.00% - 0.00% - 0.00%
9-10 Months ≥270 and <300 Days - 0.00% - 0.00% - 0.00% - 0.00%
10-11 Months ≥300 and <330 Days - 0.00% - 0.00% - 0.00% - 0.00%
11-12 Months ≥330 and <360 Days - 0.00% - 0.00% - 0.00% - 0.00%
12-13 Months ≥360 and <390 Days - 0.00% - 0.00% - 0.00% - 0.00%
13-14 Months ≥390 and <420 Days - 0.00% - 0.00% - 0.00% - 0.00%
14-15 Months ≥420 and <450 Days - 0.00% - 0.00% - 0.00% - 0.00%
15-16 Months ≥450 and <480 Days - 0.00% - 0.00% - 0.00% - 0.00%
16-17 Months ≥480 and <510 Days - 0.00% - 0.00% - 0.00% - 0.00%
17-18 Months ≥510 and <540 Days - 0.00% - 0.00% - 0.00% - 0.00%
18 Months and more ≥540 Days - 0.00% - 0.00% - 0.00% - 0.00%
Total   38,942 100.00% 34,114 100.00% 41,212 100.00% 36,888 100.00%
 
 
Loss Information
As at Date

31-Oct-131

30 Oct-14

29-Oct-15

31-Mar-16

    %   %   %   %
Number of loans that have experienced a loss for the period / year ended 0.00% 0.00% 0.00% 0.00%
Net loss amount for the period / year ended ($) 0.00% 0.00% 0.00% 0.00%
Cumulative number of loans that have experienced a loss 0.00% 0.00% 0.00% 0.00%
Cumulative net loss amount ($) 0.00% 0.00% 0.00% 0.00%

 

1 The period ending October 31, 2013 began on the First Transfer Date.

               

 

S-34 
 

2013 Vintage

Portfolio Performance – 2013 Vintage
Delinquency Status – Current Balance of Loans in Arrears ($)
As at Date

31-Oct-13

30 Oct-14

29-Oct-15

31-Mar-16

Current Balance of Loans Outstanding                
  No. Days Past Due $ % $ % $ % $ %
Current <30 Days 98,858,730 100.00% 154,326,304 99.90% 4,571,564,386 99.80% 4,551,039,479 99.65%
1-2 Months ≥30 and <60 Days - 0.00% 148,841 0.10% 7,783,963 0.17% 13,805,315 0.30%
2-3 Months ≥60 and <90 Days - 0.00% - 0.00% 1,346,572 0.03% 2,065,830 0.05%
3-4 Months ≥90 and <120 Days - 0.00% - 0.00% - 0.00% - 0.00%
4-5 Months ≥120 and <150 Days - 0.00% - 0.00% - 0.00% - 0.00%
5-6 Months ≥150 and <180 Days - 0.00% - 0.00% - 0.00% - 0.00%
6-7 Months ≥180 and <210 Days - 0.00% - 0.00% - 0.00% - 0.00%
7-8 Months ≥210 and <240 Days - 0.00% - 0.00% - 0.00% - 0.00%
8-9 Months ≥240 and <270 Days - 0.00% - 0.00% - 0.00% - 0.00%
9-10 Months ≥270 and <300 Days - 0.00% - 0.00% - 0.00% - 0.00%
10-11 Months ≥300 and <330 Days - 0.00% - 0.00% - 0.00% - 0.00%
11-12 Months ≥330 and <360 Days - 0.00% - 0.00% - 0.00% - 0.00%
12-13 Months ≥360 and <390 Days - 0.00% - 0.00% - 0.00% - 0.00%
13-14 Months ≥390 and <420 Days - 0.00% - 0.00% - 0.00% - 0.00%
14-15 Months ≥420 and <450 Days - 0.00% - 0.00% - 0.00% - 0.00%
15-16 Months ≥450 and <480 Days - 0.00% - 0.00% - 0.00% - 0.00%
16-17 Months ≥480 and <510 Days - 0.00% - 0.00% - 0.00% - 0.00%
17-18 Months ≥510 and <540 Days - 0.00% - 0.00% - 0.00% - 0.00%
18 Months and more ≥540 Days - 0.00% - 0.00% - 0.00% - 0.00%
Total   98,858,730 100.00% 154,475,145 100.00% 4,580,694,922 100.00% 4,566,910,624 100.00%
 
 
Delinquency Status – Total Number of Loans in Arrears
As at Date

31-Oct-13

30 Oct-14

29-Oct-15

31-Mar-16

Total Number of Loans Outstanding                
  No. Days Past Due # % # % # % # %
Current <30 Days 448 100.00% 1,291 99.92% 23,785 99.87% 25,061 99.76%
1-2 Months ≥30 and <60 Days - 0.00% 1 0.08% 27 0.11% 53 0.21%
2-3 Months ≥60 and <90 Days - 0.00% - 0.00% 5 0.02% 8 0.03%
3-4 Months ≥90 and <120 Days - 0.00% - 0.00% - 0.00% - 0.00%
4-5 Months ≥120 and <150 Days - 0.00% - 0.00% - 0.00% - 0.00%
5-6 Months ≥150 and <180 Days - 0.00% - 0.00% - 0.00% - 0.00%
6-7 Months ≥180 and <210 Days - 0.00% - 0.00% - 0.00% - 0.00%
7-8 Months ≥210 and <240 Days - 0.00% - 0.00% - 0.00% - 0.00%
8-9 Months ≥240 and <270 Days - 0.00% - 0.00% - 0.00% - 0.00%
9-10 Months ≥270 and <300 Days - 0.00% - 0.00% - 0.00% - 0.00%
10-11 Months ≥300 and <330 Days - 0.00% - 0.00% - 0.00% - 0.00%
11-12 Months ≥330 and <360 Days - 0.00% - 0.00% - 0.00% - 0.00%
12-13 Months ≥360 and <390 Days - 0.00% - 0.00% - 0.00% - 0.00%
13-14 Months ≥390 and <420 Days - 0.00% - 0.00% - 0.00% - 0.00%
14-15 Months ≥420 and <450 Days - 0.00% - 0.00% - 0.00% - 0.00%
15-16 Months ≥450 and <480 Days - 0.00% - 0.00% - 0.00% - 0.00%
16-17 Months ≥480 and <510 Days - 0.00% - 0.00% - 0.00% - 0.00%
17-18 Months ≥510 and <540 Days - 0.00% - 0.00% - 0.00% - 0.00%
18 Months and more ≥540 Days - 0.00% - 0.00% - 0.00% - 0.00%
Total   448 100.00% 1,292 100.00% 23,817 100.00% 25,122 100.00%
 
 
Loss Information
As at Date

31-Oct-131

30 Oct-14

29-Oct-15

31-Mar-16

    %   %   %   %
Number of loans that have experienced a loss for the period / year ended 0.00% 0.00% 0.00% 0.00%
Net loss amount for the period / year ended ($) 0.00% 0.00% 0.00% 0.00%
Cumulative number of loans that have experienced a loss 0.00% 0.00% 0.00% 0.00%
Cumulative net loss amount ($) 0.00% 0.00% 0.00% 0.00%

 

1 The period ending October 31, 2013 began on the First Transfer Date.

               

 

S-35 
 

2014 Vintage

Portfolio Performance – 2014 Vintage
Delinquency Status – Current Balance of Loans in Arrears ($)
As at Date

30 Oct-14

29-Oct-15

31-Mar-16

Current Balance of Loans Outstanding            
  No. Days Past Due $ % $ % $ %
Current <30 Days 405,767,509 99.99% 2,999,967,728 99.87% 3,203,552,456 99.82%
1-2 Months ≥30 and <60 Days - 0.00% 2,770,934 0.09% 5,302,476 0.17%
2-3 Months ≥60 and <90 Days - 0.00% 1,130,437 0.04% 334,554 0.01%
3-4 Months ≥90 and <120 Days 27,171 0.01% - 0.00% - 0.00%
4-5 Months ≥120 and <150 Days - 0.00% - 0.00% - 0.00%
5-6 Months ≥150 and <180 Days - 0.00% - 0.00% - 0.00%
6-7 Months ≥180 and <210 Days - 0.00% - 0.00% - 0.00%
7-8 Months ≥210 and <240 Days - 0.00% - 0.00% - 0.00%
8-9 Months ≥240 and <270 Days - 0.00% - 0.00% - 0.00%
9-10 Months ≥270 and <300 Days - 0.00% - 0.00% - 0.00%
10-11 Months ≥300 and <330 Days - 0.00% - 0.00% - 0.00%
11-12 Months ≥330 and <360 Days - 0.00% - 0.00% - 0.00%
12-13 Months ≥360 and <390 Days - 0.00% - 0.00% - 0.00%
13-14 Months ≥390 and <420 Days - 0.00% - 0.00% - 0.00%
14-15 Months ≥420 and <450 Days - 0.00% - 0.00% - 0.00%
15-16 Months ≥450 and <480 Days - 0.00% - 0.00% - 0.00%
16-17 Months ≥480 and <510 Days - 0.00% - 0.00% - 0.00%
17-18 Months ≥510 and <540 Days - 0.00% - 0.00% - 0.00%
18 Months and more ≥540 Days - 0.00% - 0.00% - 0.00%
Total   405,794,680 100.00% 3,003,869,098 100.00% 3,209,189,486 100.00%
 
 
Delinquency Status – Total Number of Loans in Arrears
As at Date

30 Oct-14

29-Oct-15

31-Mar-16

Total Number of Loans Outstanding            
  No. Days Past Due # % # % # %
Current <30 Days 3,343 99.97% 17,645 99.91% 19,611 99.84%
1-2 Months ≥30 and <60 Days - 0.00% 11 0.06% 28 0.14%
2-3 Months ≥60 and <90 Days - 0.00% 5 0.03% 3 0.02%
3-4 Months ≥90 and <120 Days 1 0.03% - 0.00% - 0.00%
4-5 Months ≥120 and <150 Days - 0.00% - 0.00% - 0.00%
5-6 Months ≥150 and <180 Days - 0.00% - 0.00% - 0.00%
6-7 Months ≥180 and <210 Days - 0.00% - 0.00% - 0.00%
7-8 Months ≥210 and <240 Days - 0.00% - 0.00% - 0.00%
8-9 Months ≥240 and <270 Days - 0.00% - 0.00% - 0.00%
9-10 Months ≥270 and <300 Days - 0.00% - 0.00% - 0.00%
10-11 Months ≥300 and <330 Days - 0.00% - 0.00% - 0.00%
11-12 Months ≥330 and <360 Days - 0.00% - 0.00% - 0.00%
12-13 Months ≥360 and <390 Days - 0.00% - 0.00% - 0.00%
13-14 Months ≥390 and <420 Days - 0.00% - 0.00% - 0.00%
14-15 Months ≥420 and <450 Days - 0.00% - 0.00% - 0.00%
15-16 Months ≥450 and <480 Days - 0.00% - 0.00% - 0.00%
16-17 Months ≥480 and <510 Days - 0.00% - 0.00% - 0.00%
17-18 Months ≥510 and <540 Days - 0.00% - 0.00% - 0.00%
18 Months and more ≥540 Days - 0.00% - 0.00% - 0.00%
Total   3,344 100.00% 17,661 100.00% 19,642 100.00%
 
 
Loss Information
As at Date

30 Oct-14

29-Oct-15

31-Mar-16

    %   %   %
Number of loans that have experienced a loss for the period / year ended 0.00% 0.00% 0.00%
Net loss amount for the period / year ended ($) 0.00% 0.00% 0.00%
Cumulative number of loans that have experienced a loss 0.00% 0.00% 0.00%
Cumulative net loss amount ($) 0.00% 0.00% 0.00%

 

S-36 
 

2015 Vintage

Portfolio Performance – 2015 Vintage
Delinquency Status – Current Balance of Loans in Arrears ($)
As at Date

29-Oct-15

31-Mar-16

Current Balance of Loans Outstanding        
  No. Days Past Due $ % $ %
Current <30 Days 3,821,339,823 99.92% 5,363,045,299 99.93%
1-2 Months ≥30 and <60 Days 1,887,653 0.05% 3,747,489 0.07%
2-3 Months ≥60 and <90 Days 1,040,376 0.03% 27,093 0.00%
3-4 Months ≥90 and <120 Days - 0.00% - 0.00%
4-5 Months ≥120 and <150 Days - 0.00% - 0.00%
5-6 Months ≥150 and <180 Days - 0.00% - 0.00%
6-7 Months ≥180 and <210 Days - 0.00% - 0.00%
7-8 Months ≥210 and <240 Days - 0.00% - 0.00%
8-9 Months ≥240 and <270 Days - 0.00% - 0.00%
9-10 Months ≥270 and <300 Days - 0.00% - 0.00%
10-11 Months ≥300 and <330 Days - 0.00% - 0.00%
11-12 Months ≥330 and <360 Days - 0.00% - 0.00%
12-13 Months ≥360 and <390 Days - 0.00% - 0.00%
13-14 Months ≥390 and <420 Days - 0.00% - 0.00%
14-15 Months ≥420 and <450 Days - 0.00% - 0.00%
15-16 Months ≥450 and <480 Days - 0.00% - 0.00%
16-17 Months ≥480 and <510 Days - 0.00% - 0.00%
17-18 Months ≥510 and <540 Days - 0.00% - 0.00%
18 Months and more ≥540 Days - 0.00% - 0.00%
Total   3,824,267,851 100.00% 5,366,819,881 100.00%
 
 
Delinquency Status – Total Number of Loans in Arrears
As at Date

29-Oct-15

31-Mar-16

Total Number of Loans Outstanding        
  No. Days Past Due # % # %
Current <30 Days 24,023 99.93% 35,739 99.93%
1-2 Months ≥30 and <60 Days 11 0.05% 23 0.06%
2-3 Months ≥60 and <90 Days 5 0.02% 1 0.00%
3-4 Months ≥90 and <120 Days - 0.00% - 0.00%
4-5 Months ≥120 and <150 Days - 0.00% - 0.00%
5-6 Months ≥150 and <180 Days - 0.00% - 0.00%
6-7 Months ≥180 and <210 Days - 0.00% - 0.00%
7-8 Months ≥210 and <240 Days - 0.00% - 0.00%
8-9 Months ≥240 and <270 Days - 0.00% - 0.00%
9-10 Months ≥270 and <300 Days - 0.00% - 0.00%
10-11 Months ≥300 and <330 Days - 0.00% - 0.00%
11-12 Months ≥330 and <360 Days - 0.00% - 0.00%
12-13 Months ≥360 and <390 Days - 0.00% - 0.00%
13-14 Months ≥390 and <420 Days - 0.00% - 0.00%
14-15 Months ≥420 and <450 Days - 0.00% - 0.00%
15-16 Months ≥450 and <480 Days - 0.00% - 0.00%
16-17 Months ≥480 and <510 Days - 0.00% - 0.00%
17-18 Months ≥510 and <540 Days - 0.00% - 0.00%
18 Months and more ≥540 Days - 0.00% - 0.00%
Total   24,039 100.00% 35,763 100.00%
 
 
Loss Information
As at Date

29-Oct-15

31-Mar-16

    %   %
Number of loans that have experienced a loss for the period / year ended 0.00% 0.00%
Net loss amount for the period / year ended ($) 0.00% 0.00%
Cumulative number of loans that have experienced a loss 0.00% 0.00%
Cumulative net loss amount ($) 0.00% 0.00%
         

 

S-37 
 

2016 Vintage

Portfolio Performance – 2016 Vintage
Delinquency Status – Current Balance of Loans in Arrears ($)
As at Date

31-Mar-16

Current Balance of Loans Outstanding    
  No. Days Past Due $ %
Current <30 Days 691,977,855 100.00%
1-2 Months ≥30 and <60 Days 32,898 0.00%
2-3 Months ≥60 and <90 Days - 0.00%
3-4 Months ≥90 and <120 Days - 0.00%
4-5 Months ≥120 and <150 Days - 0.00%
5-6 Months ≥150 and <180 Days - 0.00%
6-7 Months ≥180 and <210 Days - 0.00%
7-8 Months ≥210 and <240 Days - 0.00%
8-9 Months ≥240 and <270 Days - 0.00%
9-10 Months ≥270 and <300 Days - 0.00%
10-11 Months ≥300 and <330 Days - 0.00%
11-12 Months ≥330 and <360 Days - 0.00%
12-13 Months ≥360 and <390 Days - 0.00%
13-14 Months ≥390 and <420 Days - 0.00%
14-15 Months ≥420 and <450 Days - 0.00%
15-16 Months ≥450 and <480 Days - 0.00%
16-17 Months ≥480 and <510 Days - 0.00%
17-18 Months ≥510 and <540 Days - 0.00%
18 Months and more ≥540 Days - 0.00%
Total   692,010,753 100.00%
 
 
Delinquency Status – Total Number of Loans in Arrears
As at Date

31-Mar-16

Total Number of Loans Outstanding    
  No. Days Past Due # %
Current <30 Days 4,776 99.98%
1-2 Months ≥30 and <60 Days 1 0.02%
2-3 Months ≥60 and <90 Days - 0.00%
3-4 Months ≥90 and <120 Days - 0.00%
4-5 Months ≥120 and <150 Days - 0.00%
5-6 Months ≥150 and <180 Days - 0.00%
6-7 Months ≥180 and <210 Days - 0.00%
7-8 Months ≥210 and <240 Days - 0.00%
8-9 Months ≥240 and <270 Days - 0.00%
9-10 Months ≥270 and <300 Days - 0.00%
10-11 Months ≥300 and <330 Days - 0.00%
11-12 Months ≥330 and <360 Days - 0.00%
12-13 Months ≥360 and <390 Days - 0.00%
13-14 Months ≥390 and <420 Days - 0.00%
14-15 Months ≥420 and <450 Days - 0.00%
15-16 Months ≥450 and <480 Days - 0.00%
16-17 Months ≥480 and <510 Days - 0.00%
17-18 Months ≥510 and <540 Days - 0.00%
18 Months and more ≥540 Days - 0.00%
Total   4,777 100.00%
 
 
Loss Information
As at Date

31-Mar-16

    %
Number of loans that have experienced a loss for the period / year ended 0.00%
Net loss amount for the period / year ended ($) 0.00%
Cumulative number of loans that have experienced a loss 0.00%
Cumulative net loss amount ($) 0.00%
     
     
S-38 
 

 

 

 

 

U.S.$[l] [l]% Covered Bonds Due [l], 20[l]

unconditionally and irrevocably guaranteed as to payments by

Scotiabank Covered Bond Guarantor Limited Partnership

 

The Bank of Nova Scotia

Covered Bonds

 

PROSPECTUS SUPPLEMENT

 

 

 

 

Program Arrangers
Barclays

 

 

 

Scotiabank

Joint Lead Managers

BofA Merrill Lynch Scotiabank HSBC J.P.Morgan UBS Investment Bank
 
Co-Managers
[l] [l] [l] [l]
       
       
       
       

 

 

[l], 2016