SEC Division of Corporation Finance no-action letter: The Bank of Nova Scotia

ALLEN & OVERY

Allen & Overy LLP
1221 Avenue of the Americas
New York NY 10020 Amy Starr
Chief, Office of Capital Markets Trends Tel 212 610 6300 Division of Corporation Finance Fax 212 610 6399 United States Securities and Exchange Commission Direct line 212 610 6309 100 F Street, N.E. Washington, D.C. 20549 Our ref 0010146-0000222 NY: 15993 787.15 May 31, 2013 Re: The Bank of Nova Scotia Dear Ms. Starr:
On behalf of our client, The Bank of Nova Scotia (the Issuer or the Bank), we are writing to request the advice of the staff of the Division of Corporation Finance (the Division) of the Securities and Exchange Commission (the Commission) with regard to the Bank's plans to offer and sell covered bonds in the United States pursuant to a registration statement filed with the Commission.

1. Request
   On behalf of the Bank, we request confirmation that the staff of the Division will not recommend that the Commission take enforcement action under the Securities Act of 1933 , as amended (the Securities Act), if the Bank offers and sells covered bonds (the Covered Bonds) and the related Guarantee (as defined below) on a registered basis under the Securities Act, pursuant to a shelf registration statement on Form F-3 (the Registration Statement), as described in this letter.
2. Background
   The Bank proposes to file the Registration Statement with the Commission for the offer and sale of the Covered Bonds under the Bank's Global Registered Covered Bond Program (the Program). Under its existing Global Public Sector Covered Bond Programme, the Bank has offered and sold covered bonds outside of the United States in Australia, under Regulation S of the Securities Act, and in the United States only in reliance on Rule 144A of the Securities Act. The Bank believes that covered bonds would provide an attractive investment alternative in the United States, and therefore believes that conducting a covered bond offering on a registered basis under the Program would greatly facilitate the availability of the product in the United States. Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. It is authorized and regu lated by the Solicitors Regulation Authority of England and Wales . Allen & Overy LLP is a multi-jurisdictional law firm with lawyers admitted to practise in a variety of jurisdictions . A list of the members of Allen & Overy LLP and their professional qualifications is open to inspection at its registered office, One Bishops Square, London, E1 6AD and at the above address . The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equiva lent standing and qualifications. Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi , Amsterdam, Antwerp, Athens, Bangkok, Beijing , Belfast, Bratislava, Brussels, Bucharest (associated office) , Budapest, Casablanca, Doha , Dubai, Dusseldorf, Frankfurt , Hamburg, Hanoi, Ho Chi Minh City, Hong Kong, Istanbul , Jakarta (associated office), London, Luxembourg , Madrid, Mannheim, Milan, Moscow, Munich, New York, Paris , Perth, Prague, Riyadh (associated office), Rome, Siio Paulo, Shanghai, Singapore, Sydney, Tokyo, Warsaw and Washington, D.C.