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    10-K FOR THE FISCAL YEAR ENDED OCTOBER 31, 2015

    UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

	


FORM 10-K/A

(Amendment No. 1)

    ☒	ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    For the fiscal year ended October 31, 2015
    or

    ☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    For the transition period from
    to

    333-188984

    (Commission file number of Issuing Entity) 

	



    Scotiabank Covered Bond Guarantor Limited Partnership

    (Exact name of registrant as specified in its charter)

    The Bank of Nova Scotia

    (Exact name of Sponsor and Depositor as specified in its charter)

    Ontario, Canada
    Not applicable

    (State or other jurisdiction of 

incorporation or organization)
    (I.R.S. Employer Identification No.)

    40 King Street West, 64th Floor, 

Toronto, Ontario, Canada M5H 1H1
    

M5H 1H1

    (Address of principal executive offices)
    (Zip Code of Registrant)

    (416) 866-3672

(Registrant’s telephone number, including area code)

     
 




    	Securities registered pursuant to Section 12(b) of the Act:

    Title of each class
    Name of each exchange on which registered

    None
    None

    Securities registered pursuant to section 12(g) of the Act:

Covered Bonds

(Title of class)



     


    Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.




    Yes ☐
    No ☒
     

     




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



 




    

    
 
    

 





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    Yes ☐
    No ☒

    Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections. 

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

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

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

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



    Large accelerated filer ☐
    Accelerated filer ☐

    Non-accelerated filer (Do not check if a smaller reporting company) ☒
    Smaller reporting company ☐

    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

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

None.

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

 




Documents Incorporated by Reference

None

 

Explanatory Note

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



    

    
 
    

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

 

Part
IV

Item 15. Exhibits and Financial Statement Schedules.


(a)                 
    (1)Not applicable.

 
 (2)Not applicable.

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

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

(c)None.

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

Capitalized terms used and not otherwise defined-herein shall
have the same meanings as set forth in the Prospectus dated August 20, 2014.





    

    
 
    



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



     
    SCOTIABANK
    COVERED BOND GUARANTOR LIMITED PARTNERSHIP

     
    (Issuing entity)

     
     

    Date: 
    May 2, 2016
    By:
    THE BANK OF NOVA SCOTIA

     
    (Servicer)

     
     

     
    /s/ Andrew Branion

     
    (Signature)

Andrew Branion

Executive Vice-President and Group Treasurer

     
     
     
     



    

    
 
    

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EXHIBIT INDEX



    Exhibit 31
    Certifications.

    Exhibit 33.1
    Report on Assessment of Compliance with Applicable Servicing Criteria for Covered Bonds by The Bank of Nova Scotia.**

    Exhibit 34.1
    Attestation Report on Assessment of Compliance with the Servicing Criteria for Covered Bonds by KPMG LLP.**

    Exhibit 35.1
    Annual Servicer Compliance Statement of the Servicer for the period ended October 31, 2015.**

** Previously filed