Exhibit 4.2


AMENDING AGREEMENT TO 

MASTER DEFINITIONS AND CONSTRUCTION AGREEMENT


THIS AMENDING AGREEMENT TO MASTER
DEFINITIONS AND CONSTRUCTION AGREEMENT (this “Agreement”) is made as of the 15th day of August, 2014.


BETWEEN:


		a)	THE BANK OF NOVA SCOTIA, a bank named in Schedule I to the Bank Act, whose executive office
is at Scotia Plaza, 44 King Street West, Toronto, Ontario, M5H 1H1, in its capacity as the Issuer, the Seller, the Servicer, the
Cash Manager, the Account Bank, the GDA Provider, the Intercompany Loan Provider, the Interest Rate Swap Provider and the Covered
Bond Swap Provider;



		b)	THE BANK OF NOVA SCOTIA, LONDON BRANCH, acting through its office at 201 Bishopsgate, London
EC2M 3NS, in its capacity as the Principal Paying Agent, a Registrar and a Transfer Agent;



		c)	THE BANK OF NOVA SCOTIA - NEW YORK AGENCY, acting through its office at 250 Vesey Street,
New York, NY 10281, in its capacity as a Paying Agent, a Registrar, a Transfer Agent and the Exchange Agent;



		d)	SCOTIABANK COVERED BOND GUARANTOR LIMITED PARTNERSHIP, a limited partnership formed under
the laws of the Province of Ontario, whose registered office is at 100 King Street West, Suite 6100, 1 First Canadian Place, Toronto,
Ontario, M5X 1B8, by its managing general partner, Scotiabank
Covered Bond GP Inc. (in its capacity as the Guarantor);



		e)	Scotiabank
Covered Bond GP Inc., a corporation incorporated under the laws of Canada whose registered office is located at 100
King Street West, Suite 6100, 1 First Canadian Place, Toronto, Ontario, M5X 1B8, in its capacity as Managing General Partner;



		f)	8429057 CANADA INC. a corporation incorporated under the laws of Canada whose registered
office is located at 100 King Street West, Suite 6100, 1 First Canadian Place, Toronto, Ontario, M5X 1B8, in its capacity as Liquidation
General Partner;



		g)	COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the laws
of Canada, whose registered office is at 100 University Avenue, 11th Floor, North Tower, Toronto, Ontario M5J 2Y1, in
its capacity as Bond Trustee and Custodian; and



		h)	KPMG LLP, a limited liability partnership under the laws of the Province of Ontario, whose
registered office is at Bay Adelaide Centre, 333 Bay Street, Suite 4600, Toronto, Ontario, M5H 2S5, in its capacity as Cover Pool
Monitor.



WHEREAS the parties hereto entered
into an amended and restated master definitions and construction agreement made as of September 24, 2013, as amended by an amending
agreement dated as of July 22, 2014 (as so amended, the “Master Definitions and Construction Agreement”);




    	 



    	- 2 -



    

AND WHEREAS the parties hereto
have agreed to further amend the Master Definitions and Construction Agreement pursuant to the terms of this Agreement;


NOW THEREFORE IT IS HEREBY AGREED
that in consideration of the mutual covenants and agreements herein set forth, the parties agree as follows:


Article 1–
Amendments


		1.01	Amendments



(1) 
The definitions of “Calculation Date”, “Calculation Period” and “Guarantor
Calculation Period” in Article 1 of the Master Definitions and Construction Agreement are deleted in their entirety and
replaced with the following, respectively:


“Calculation
DateThe last day of each Calculation Period


Calculation
Period Each Guarantor Calculation Period


Guarantor
Calculation PeriodEach period from, but excluding, the last Toronto Business Day of each month to, and including, the last
Toronto Business Day of the next succeeding month, provided that (a) the first Guarantor Calculation Period begins on, and includes,
the Program Date, (b) if the last Toronto Business Day of a month is (i) a Friday or (ii) the day before a statutory holiday in
Toronto which occurs on any day other than a Tuesday, in each case the Guarantor Calculation Period for the relevant month will
end on the second last Toronto Business Day of such month and the succeeding Guarantor Calculation Period will begin on the day
following such second last Toronto Business Day of such month and (c) if the last Toronto Business Day of a month is the day before
a statutory holiday in Toronto and such holiday is on a Tuesday, the Guarantor Calculation Period for the a month will end on the
third  last Toronto Business Day and the succeeding Guarantor Calculation Period will begin on the second last Toronto Business
Day of such month”


Article 2–
miscellaneous


		2.01	Further Assurances



Each of the parties
hereto will from time to time execute and deliver all such further documents and instruments and do all acts and things as any
of the other parties may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning
of this Agreement.


		2.02	Other Amendments



Except as expressly
amended, modified and supplemented hereby, the provisions of the Master Definitions and Construction Agreement are and shall remain
in full force and effect and shall be read with this Agreement, mutatis mutandis. Where the terms of this Agreement are
inconsistent with the terms of the Master Definitions and Construction Agreement (prior to its amendment hereby), the terms of
this Agreement shall govern to the extent of such inconsistency.




    	 



    	- 3 -



    

		2.03	Governing Law



This Agreement is
governed by and will be construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein.


		2.04	Interpretation



Capitalized terms
used herein and not otherwise defined shall have the meanings ascribed thereto in the Master Definitions and Construction Agreement
(prior to its amendment hereby).


[SIGNATURE PAGES FOLLOW]




    	 



    	 



    

IN WITNESS WHEREOF the parties
hereto have executed this Agreement on the day and year first before written.


	 	THE BANK OF NOVA SCOTIA, in its capacity as
    the Issuer, the Seller, the Servicer, the Cash Manager, the Account Bank, the GDA Provider, the Intercompany Loan Provider,
    the Interest Rate Swap Provider and the Covered Bond Swap Provider
	 	 
	 	By:	/s/ Ian Berry
	 	 	Name:  Ian Berry

    Title: Managing Director & Head, Funding
	 	 
	 	THE BANK OF NOVA SCOTIA, LONDON BRANCH, in
    its capacity as Principal Paying Agent, a Registrar and a Transfer Agent
	 	 
	 	By:	/s/ Mark Caplan
	 	 	Name: Mark Caplan

    Title: Managing Director, Head of Europe
	 	 
	 	By:	/s/ Jane Lloyd
	 	 	Name: Jane Lloyd

    Title: Chief Operating Officer, GBM, Europe
	 	 
	 	SCOTIABANK COVERED BOND GUARANTOR LIMITED PARTNERSHIP
    by its managing general partner SCOTIABANK COVERED BOND GP INC.
	 	 
	 	By:	/s/ Christy Bunker
	 	 	Name:  Christy Bunker

    Title:    Vice-President




    	 



    	- 2 -



    

 


	 	SCOTIABANK COVERED BOND GP INC., in its capacity
    as Managing GP
	 	 
	 	By:	/s/ Christy Bunker
	 	 	Name: Christy Bunker

    Title: Vice-President
	 	 
	 	8429057 CANADA INC., in its capacity as Liquidation
    GP
	 	 
	 	By:	/s/ Charles Eric Gauthier
	 	 	Name:
                                         Charles Eric Gauthier

                                         Title: Vice-President

         

	 	 	 
	 	By:	 
	 	 	Name: 

    Title:
	 	 
	 	COMPUTERSHARE TRUST COMPANY OF CANADA, in
    its capacity as Bond Trustee and Custodian
	 	 
	 	By:	/s/ Sean Pigott
	 	 	Name: Sean Pigott

    Title: Corporate Trust Officer
	 	 
	 	By:	/s/ Ann Samuel
	 	 	Name: Ann Samuel

    Title: Associate Trust Officer
	 	 
	 	KPMG LLP, in its capacity as Cover Pool Monitor
	 	 
	 	By:	/s/ Abhimanyu Verma
	 	 	Name:
                                         Abhimanyu Verma

                                         Title: Partner

         





    	 



    	- 3 -



    

 


	 	THE BANK OF NOVA SCOTIA - NEW YORK
    AGENCY, in its capacity as a Paying Agent, a Registrar, a Transfer Agent and Exchange Agent
	 
	 	 	 
	 	By:	/s/ Hector Jimenez
	 	 	Name: Hector Jimenez

    Title: Director, Regional Head of U.S. Operations