Exhibit 4.12


 


 




BANK ACCOUNT AGREEMENT


 


 


SCOTIABANK COVERED BOND GUARANTOR
LIMITED PARTNERSHIP,

as Guarantor


- and -


THE BANK OF NOVA SCOTIA,

as Account Bank, Cash Manager and GDA Provider


- and -


COMPUTERSHARE TRUST COMPANY OF CANADA,

as Bond Trustee


 




DATED AS OF  JULY 19,
2013








    	 



    	 



    


CONTENTS




	ARTICLE 1 DEFINITIONS AND INTERPRETATION	1
	1.1	Definitions	1
	1.2	Interpretation	2
	1.3	Schedules	2
	 	 	 
	ARTICLE 2 THE TRANSACTION ACCOUNT AND THE GDA ACCOUNT	2
	2.1	Instructions from the Cash Manager	2
	2.2	Timing of Payment	2
	2.3	Account Bank Charges	2
	2.4	No Negative Balance	3
	 	 	 
	ARTICLE 3 MANDATES	3
	3.1	Signing and Delivery of Mandates	3
	3.2	Amendment or Revocation	3
	 	 	 
	ARTICLE 4 ACKNOWLEDGEMENT BY THE ACCOUNT BANK	3
	4.1	Restriction on Account Bank’s Rights	3
	4.2	Account Statement	4
	 	 	 
	ARTICLE 5 CERTIFICATION, INDEMNITY AND GUARANTOR ACCELERATION NOTICE	5
	5.1	Account Bank to Comply with Cash Manager’s Instructions	5
	5.2	Guarantor’s Indemnity	5
	5.3	Consequences of a Guarantor Acceleration Notice	5
	 	 	 
	ARTICLE 6 CHANGE OF BOND TRUSTEE OR ACCOUNT BANK	6
	6.1	Change of Bond Trustee	6
	6.2	Limitation of Liability of Bond Trustee	6
	6.3	Change of Account Bank	6
	 	 	 
	ARTICLE 7 TERMINATION	6
	7.1	Termination of Events	6
	7.2	Notification of Termination Event	8
	7.3	Termination by Bond Trustee	8
	7.4	Automatic Termination	8
	7.5	Termination by Account Bank	9
	7.6	Notice of Termination/Resignation to CMHC	9
	 	 	 
	ARTICLE 8 FURTHER ASSURANCE	9
	8.1	Further Assurance	9
	 	 	 
	ARTICLE 9 CONFIDENTIALITY	9
	9.1	Confidentiality	9
	 	 	 
	




    	 



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	ARTICLE 10 NOTICES	10
	10.1	Notices	10
	 	 	 
	ARTICLE 11 INTEREST	10
	11.1	GDA Account	10
	11.2	Transaction Account	11
	 	 	 
	ARTICLE 12 WITHHOLDING	11
	12.1	Withholding	11
	 	 	 
	ARTICLE 13 REPRESENTATIONS, WARRANTIES AND COVENANT	11
	13.1	Representations, Warranties and Covenants	12
	13.2	Undertaking	12
	 	 	 
	ARTICLE 14 ENTIRE AGREEMENT	13
	14.1	Entire Agreement	13
	 	 	 
	ARTICLE 15 ASSIGNMENT	13
	15.1	Assignment	13
	15.2	Assignment under Security Agreement	13
	 	 	 
	ARTICLE 16 LIMITATION OF LIABILITY	13
	16.1	Limitation of Liability	14
	 	 	 
	ARTICLE 17 AMENDMENT, MODIFICATION, VARIATION OR WAIVER	14
	17.1	General	14
	17.2	Material Amendment, Modification, Variation or Waiver	14
	17.3	Other	14
	 	 	 
	ARTICLE 18 ENUREMENT	14
	18.1	Enurement	14
	 	 	 
	ARTICLE 19 NON-PETITION	15
	19.1	Non-Petition	15
	 	 	 
	ARTICLE 20 EXCLUSION OF THIRD PARTY RIGHTS	15
	20.1	Exclusion of Third Party Rights	15
	 	 	 
	ARTICLE 21 COUNTERPARTS	15
	21.1	Counterparts	15
	 	 	 
	ARTICLE 22 AGENCY	15
	22.1	Agency	15
	 	 	 
	




    	 



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	ARTICLE 23 GOVERNING LAW	15
	23.1	Governing Law	15
	23.2	Submission to Jurisdiction	16
	 	 	 
	SCHEDULE 1	1









    	 



    	 



    


THIS BANK ACCOUNT
AGREEMENT is made as of  July 19, 2013


BETWEEN:


		  (1)	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;



		  (2)	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 Account Bank, Cash Manager and GDA Provider; and



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



WHEREAS:


		A.	As part of the transactions contemplated under the Program, the Cash Manager has agreed, pursuant
to the Cash Management Agreement, to provide Cash Management Services in connection with the business of the Guarantor.



		B.	The Cash Management Agreement provides that the Cash Manager shall establish certain accounts with
the Account Bank for and on behalf of the Guarantor.



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

definitions and interpretation


		1.1	Definitions



The Master Definitions
and Construction Agreement made between the parties to the Transaction Documents on the date hereof (as the same may be amended,
varied and/or supplemented from time to time, with the consent of the parties thereto) (the “Master Definitions and Construction
Agreement”) is expressly and specifically incorporated into this Agreement and, accordingly, the expressions defined
in the Master Definitions and Construction Agreement (as so amended, varied and/or supplemented) will, except where the context
otherwise requires and save where otherwise defined herein, have the same meanings in this Agreement, including the recitals hereto
and this Agreement will be construed in accordance with the interpretation provisions set out in Section 2 (Interpretation and
Construction) of the Master Definitions and Construction Agreement.




    	 



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		1.2	Interpretation



For the purposes
of this Agreement, this Agreement has the same meaning as “Bank Account Agreement” in the Master Definitions and Construction
Agreement. For greater certainty, following the appointment of a Substitute Cash Manager, references herein to Cash Manager will
be deemed to be the Substitute Cash Manager.


		1.3	Schedules



The Schedules attached
to this Agreement will, for all purposes of this Agreement, form an integral part of it.


Schedule 1 –
Bank Mandates – Transaction Account and GDA Account


Article 2

THE TRANSACTION ACCOUNT AND THE GDA ACCOUNT


		2.1	Instructions from the Cash Manager



Subject to Sections
2.4 (No Negative Balance) and 5.3 (Consequences of a Guarantor Acceleration Notice), the Account Bank will comply with any direction
of the Guarantor (or the Cash Manager on its behalf) given on a Toronto Business Day to effect a payment by debiting any one of
the Transaction Account or the GDA Account held with the Account Bank and any additional or replacement bank accounts opened in
the name of the Guarantor from time to time with the prior written consent of the Bond Trustee held with the Account Bank if such
direction (i) is in writing, or is given by telephone and confirmed in writing not later than the close of business on the Toronto
Business Day on which such direction is given, or is given by the internet banking service provided by the Account Bank, and (ii)
complies with the Transaction Account Mandate or the GDA Account Mandate as appropriate (such direction will constitute an irrevocable
payment instruction).


		2.2	Timing of Payment



The Account Bank
agrees that, if directed pursuant to Section 2.1 (Instructions from the Cash Manager) to make any payment then, subject to Sections
2.4 (No Negative Balance) and 5.3 (Consequences of a Guarantor Acceleration Notice) below, it will effect the payment specified
in such direction not later than the day specified for payment therein and for value on the day specified therein provided that,
if any direction specifying that payment be made on the same day as the direction is given is later than 12:00 p.m. (Toronto time)
on any Toronto Business Day, the Account Bank will make such payment at the commencement of business on the following Toronto
Business Day for value that day.


		2.3	Account Bank Charges



The charges of the
Account Bank for the operation of each of the Guarantor Accounts held with the Account Bank will be debited to the Transaction
Account in accordance with the applicable Priority of Payments, and the Guarantor by its execution hereof irrevocably agrees that
this will be done. The charges will be payable at the same rates as are generally applicable to the business customers of the Account
Bank provided that, subject to Section 7.5 (Termination by Account




    	 



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Bank), if there are insufficient funds
standing to the credit of the Transaction Account to pay such charges after payment by or on behalf of the Guarantor of any higher
ranking obligations in the applicable Priority of Payments, the Account Bank will not be relieved of its obligations in respect
of any of the Guarantor Accounts held with it.


		2.4	No Negative Balance



Notwithstanding
the provisions of Section 2.1 (Instructions from the Cash Manager), amounts will only be withdrawn from any Guarantor Account held
with the Account Bank to the extent that such withdrawal does not cause the relevant Guarantor Account to have a negative balance.


Article 3

mandates


		3.1	Signing and Delivery of Mandates



The Guarantor has
delivered to the Account Bank prior to the First Issue Date the duly executed Mandates, and the Account Bank hereby confirms to
the Bond Trustee that such Mandates have been provided to it, that the Guarantor Accounts (including the GDA Account) are open
and that the Mandates are operative. The Account Bank acknowledges that the Mandates and any other mandates delivered from time
to time pursuant to the terms hereof will be subject to the terms of the Security Agreement and this Agreement.


		3.2	Amendment or Revocation



The Account Bank
agrees that it will notify the Bond Trustee as soon as is reasonably practicable and in accordance with Article 10 (Notices) if
it receives any amendment to or revocation of any Mandate relating to the Guarantor Accounts held with that Account Bank (other
than a change of authorized signatory to the Guarantor Accounts) and will require the prior written consent of the Bond Trustee
to any such amendment or revocation (other than a change of authorized signatory to the Guarantor Accounts). Until such Mandate
is revoked, the Account Bank may continue to comply with such Mandate (as it may from time to time be amended in accordance with
the provisions of this Section 3.2) unless it receives notice in writing from the Bond Trustee to the effect that a Guarantor Acceleration
Notice has been served on the Guarantor or that the appointment of the Bank as Cash Manager under the Cash Management Agreement
has been terminated and will, thereafter, act solely in accordance with the terms of those instructions as provided in Section
5.3 (Consequences of a Guarantor Acceleration Notice) of this Agreement.




Article 4

acknowledgement by the account bank


		4.1	Restriction on Account Bank’s Rights



Notwithstanding
anything to the contrary in the Mandates, the Account Bank hereby:




    	 



    	- 4 -



    

		(a)	waives any right it has or may hereafter acquire, in its capacity as Account Bank, to combine,
consolidate or merge any of the Guarantor Accounts held with it with any other account of the Cash Manager, the Guarantor, the
Issuer, the Bond Trustee or any other Person or any liabilities of the Cash Manager, the Guarantor, the Issuer, the Sellers, the
Bond Trustee or any other Person owing to it;



		(b)	agrees that, in its capacity as Account Bank, it will not exercise any lien or, to the extent permitted
by law, any set-off, any right of deduction, withdrawal or transfer any sum standing to the credit of or to be credited to any
of the Guarantor Accounts held with it in or towards satisfaction of any liabilities owing to it by the Cash Manager, the Guarantor,
the Issuer, the Bond Trustee or any other Person;



		(c)	without prejudice to its rights and obligations as a Secured Creditor under the Security Agreement,
agrees that it will not, solely in its capacity as Account Bank, procure or take any steps whatsoever to recover any amount due
or owing to it pursuant to this Agreement or any other debts whatsoever owing to it by the Guarantor, which could result in the
winding-up or liquidation of the Guarantor or any of its general partners or commence any Insolvency Proceeding in relation to
the Guarantor or any of its general partners in respect of any of the liabilities of the Guarantor whatsoever, other than to the
extent permitted under the Security Agreement;



		(d)	agrees that it will have recourse only to sums paid to or received by (or on behalf of) the Guarantor
pursuant to the Transaction Documents;



		(e)	agrees that it will promptly notify the Cash Manager, the Guarantor and the Bond Trustee if compliance
with any instruction would cause the Guarantor Accounts held with it to which such instruction relates to have a negative balance
or would result in a breach of the applicable Priority of Payments; and



		(f)	acknowledges that the Guarantor has, pursuant to the Security Agreement, inter alia, assigned
by way of security all its rights, title, interest and benefit, present and future, in and to, all sums from time to time standing
to the credit of the Guarantor Accounts held with it and all of its rights under this Agreement to the Bond Trustee (for itself
and on behalf of the Secured Creditors).



		4.2	Account Statement



Unless and until
directed otherwise by the Bond Trustee, the Account Bank will and is hereby authorized to provide each of the Cash Manager, the
Guarantor and the Bond Trustee with a written statement in respect of each Guarantor Account held with it delivered in accordance
with Article 10 (Notices) on a monthly basis and also as soon as reasonably practicable after receipt of a request for a statement.






    	 



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Article 5

certification, indemnity and Guarantor acceleration notice


		5.1	Account Bank to Comply with Cash Manager’s Instructions



Unless otherwise
directed in writing by the Bond Trustee pursuant to Section 5.3 (Consequences of a Guarantor Acceleration Notice) below,
in making any transfer or payment from any Guarantor Account held with the Account Bank in accordance with this Agreement, the
Account Bank will be entitled to act as directed by the Cash Manager pursuant to Sections 2.1 (Instructions from the Cash Manager)
and 2.2 (Timing of Payment) above and to rely as to the amount of any such transfer or payment on the Cash Manager's instructions
in accordance with the relevant Mandate, and the Account Bank will have no liability to the Cash Manager, the Guarantor, the Sellers
or the Bond Trustee for having acted on such instructions.


		5.2	Guarantor’s Indemnity



Subject to the prior
ranking obligations set out in the applicable Priority of Payments and the Security Agreement, the Guarantor will indemnify the
Account Bank or, pursuant to Section 5.3 (Consequences of a Guarantor Acceleration Notice), the Bond Trustee, as the case may be,
to the extent of available funds then standing to the credit of the Guarantor Accounts held with the Account Bank against any loss,
liability, claim, expense or damage suffered or incurred by the Account Bank or the Bond Trustee, as the case may be, in complying
with any instruction delivered pursuant to and in accordance with this Agreement, save that this indemnity will not extend to:


		(a)	the charges of the Account Bank (if any) for the operation
of the Guarantor Accounts held with the Account Bank other than as provided in this Agreement; and



		(b)	any loss, liability, claim, expense or damage suffered or incurred arising from any breach by the
Account Bank of its obligations under this Agreement to the extent that such loss, liability, claim, expense or damage is suffered
or incurred as a result of any dishonesty, bad faith, wilful misconduct, negligence or reckless disregard by the Account Bank or
as a result of a breach by the Account Bank of any covenant, obligation, term or condition of this Agreement or any other Transaction
Document to which the Account Bank is a party (in its capacity as such) in relation to such functions.



		5.3	Consequences of a Guarantor Acceleration Notice



The Account Bank
acknowledges that, if it receives notice in writing from the Bond Trustee to the effect that a Guarantor Acceleration Notice has
been served on the Guarantor, all right, authority and power of the Cash Manager in respect of each of the Guarantor Accounts will
be terminated and be of no further effect and the Account Bank agrees that it will, upon receipt of such notice from the Bond Trustee,
comply with the directions of the Bond Trustee in relation to the operation of each of the Guarantor Accounts. Following receipt
of such notice, the Account Bank will be entitled to act, without further inquiry, solely on any direction received from the Bond
Trustee pursuant to this Section 5.3 and to rely as to the amount of any such transfer or payment on the Bond Trustee’s instructions
in accordance with the relevant Mandate, and the Account Bank will




    	 



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have no liability hereunder to the Cash
Manager, the Guarantor or the Bond Trustee for having acted on such instructions.


Article 6

change of bond trustee or account bank


		6.1	Change of Bond Trustee



If there is any
change in the identity of the Bond Trustee in accordance with the Security Agreement, the Account Bank, the Cash Manager, the GDA
Provider and the Guarantor will execute such documents and take such action as the successor Bond Trustee and the outgoing Bond
Trustee may reasonably require for the purpose of vesting in the successor Bond Trustee the rights and powers of the outgoing Bond
Trustee under this Agreement and releasing the outgoing Bond Trustee from its future obligations under this Agreement.


		6.2	Limitation of Liability of Bond Trustee



It is hereby acknowledged
and agreed that by its execution of this Agreement, the Bond Trustee will not assume or have any obligations or liabilities to
the Account Bank, the Cash Manager or the Guarantor under this Agreement notwithstanding any provision herein and that the Bond
Trustee has agreed to become a party to this Agreement for the purpose only of taking the benefit of this Agreement and agreeing
to amendments to this Agreement pursuant to Article 18 (Amendment, Modification, Variation or Waiver). For the avoidance of doubt,
the parties to this Agreement acknowledge that the rights and powers of the Bond Trustee are governed by the Security Agreement.
Any liberty or right which may be exercised or determination which may be made under this Agreement by the Bond Trustee may be
exercised or made in the Bond Trustee's absolute discretion without any obligation to give reasons therefore and the Bond Trustee
will not be responsible for any liability occasioned by so acting but subject always to the provisions of Section 11.1 (Standard
of Care) of the Security Agreement.


		6.3	Change of Account Bank



If there is any
change in the identity of the Account Bank, otherwise permitted hereunder, the Cash Manager, the GDA Provider, the Guarantor, the
Bond Trustee will execute such documents and take such actions as each new Account Bank and the ongoing Account Bank and the Bond
Trustee may require for the purpose of vesting in each new Account Bank the rights and obligations of the outgoing Account Bank
and releasing the outgoing Account Bank from its future obligations under this Agreement.


Article 7

Termination


		7.1	Termination of Events



The Guarantor (or
the Cash Manager on its behalf):


		(a)	may (with the prior written consent of the Bond Trustee, which consent shall not be withheld unless
the Bond Trustee determines that the termination of this Agreement





    	 



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would be materially prejudicial
to the interests of the Covered Bondholders) terminate this Agreement with respect to the Account Bank in the event that the matters
specified in paragraphs (i), (vi) or (vii) below occur;


		(b)	will (with the prior written consent of the Bond Trustee, which consent shall not be withheld unless
the Bond Trustee determines that the termination of this Agreement would be materially prejudicial to the interests of the Covered
Bondholders) terminate this Agreement with respect to the Account Bank in the event that any of the matters specified in paragraphs
(iii) to (v) (inclusive) below occurs or if the GDA Provider is terminated in accordance with the terms of the Guaranteed Deposit
Account Contract; and



		(c)	in the event that any of the matters specified in paragraph
(ii) or (viii) below occur, the Guarantor will (or will cause the Cash Manager to) take the actions described in Section 4.1(f)
of the Cash Management Agreement and the Guarantor will terminate this Agreement,



in each case by serving a written notice
of termination on the Account Bank (such termination to be effective three Toronto Business Days following service of such notice
and, in the case of (c), no later than five Toronto Business Days following the occurrence of any of the matters specified therein)
directing the Account Bank to transfer all funds standing in the Guarantor Accounts maintained by the Account Bank to a third party
selected by the Guarantor (or the Cash Manager on its behalf) in any of the following circumstances:


		(i)	if a deduction or withholding for or on account of any Tax is imposed, or it appears likely that
such a deduction or withholding will be imposed, in respect of the interest payable on any Guarantor Account held with the Account
Bank;



		(ii)	if one or more Rating Agencies downgrade the unsecured, unsubordinated and unguaranteed debt
                                                              obligations or                                                               issuer
                                                              default                                                                                                         rating,
                                                              as                                                               applicable, of the Account Bank below the Account
                                                              Bank
                                                              Required
                                                              Ratings;



		(iii)	if the Account Bank, otherwise than for the purposes of such solvent amalgamation, merger or reorganisation
as referred to in paragraph (iv) below, ceases or, through an authorized action of the board of directors of the Account Bank,
threatens to cease to carry on all or substantially all of its business or the Account Bank itself;



		(iv)	if an order is made or an effective resolution is passed for the winding-up of the Account Bank
except a winding-up for the purposes of or pursuant to a solvent amalgamation, merger or reorganisation the terms of which have
previously been approved in writing by the Guarantor and the Bond Trustee (such approval not to be unreasonably withheld or delayed);



		(v)	an Insolvency Proceeding occurs in respect of the Account Bank;





    	 



    	- 8 -



    

		(vi)	default is made by the Account Bank in the performance or observance of its covenants and obligations,
or a breach by the Account is made of any of its representations and warranties under Sections 13.1(d), 13.1(e), 13.1(f), 13.1(g)
and 13.1(h);



		(vii)	default is made by the Account Bank in the performance or observance of any of its other covenants
and obligations under this Agreement and such default continues unremedied for a period of thirty (30) days after the earlier of
the Account Bank becoming aware of such default and receipt by the Account Bank of written notice from the Bond Trustee requiring
the same to be remedied; or



		(viii)	an Issuer Event of Default occurs and is continuing (provided that the Account Bank is the
                                                                Issuer or an Affiliate thereof),



and the Guarantor (or the Cash Manager
on its behalf) or the Bond Trustee, as the case may be, will concurrently with the delivery of a written notice of termination
to the Account Bank, serve a Standby Account Bank Notice on the Standby Account Bank.


		7.2	Notification of Termination Event



Each of the Guarantor,
the Cash Manager and the Account Bank undertakes and agrees to notify the Bond Trustee in accordance with Article 10 (Notices)
promptly upon becoming aware thereof of any event that would or could entitle the Bond Trustee to serve a notice of termination
pursuant to Section 7.3 (Termination by Bond Trustee).


		7.3	Termination by Bond Trustee



In addition, prior
to the service of a Guarantor Acceleration Notice on the Guarantor, the Bond Trustee may terminate this Agreement and close any
of the Guarantor Accounts held with an Account Bank by service of a notice of termination on the Account Bank (such termination
to be effective three Toronto Business Days following service of such notice) if any of the events specified in Sections 7.1 (i),
(ii), (iv), (v) and (vi) of this Agreement occurs in relation to the Account Bank. Following the service of a Guarantor Acceleration
Notice on the Guarantor, the Bond Trustee may serve a notice of termination at any time.


		7.4	Automatic Termination



		(a)	This Agreement will automatically terminate (if not
terminated earlier pursuant to this Article 7) on the date falling 90 days after the termination of the Guarantor Agreement.



		(b)	This Agreement shall automatically terminate (if not
terminated earlier pursuant to this Article 7) upon the termination of the Guaranteed Deposit Account Contract pursuant to Article
5 therein.





    	 



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		7.5	Termination by Account Bank



The Account Bank
may terminate this Agreement and cease to operate the Guarantor Accounts at any time on giving not less than three months’
prior written notice thereof ending on any Toronto Business Day which does not fall on a Guarantor Payment Date or less than ten
(10) Toronto Business Days before a Guarantor Payment Date to each of the other parties hereto, provided that such termination
will not take effect (i) until a replacement Account Bank that is a chartered bank under the Bank Act with ratings required by
the relevant Rating Agencies accedes to this Agreement or has entered into an agreement in form and substance similar to this Agreement,
and (ii) the Rating Agency Condition has been satisfied in respect thereof. For greater certainty, the Account Bank will not be
responsible for any costs or expenses occasioned by such termination and cessation. In the event of such termination and cessation
the Account Bank will assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby.


		7.6	Notice of Termination/Resignation to CMHC



Upon any termination
or resignation of the Account Bank hereunder, the Guarantor shall provide notice to CMHC of such termination or resignation and
of the Account Bank’s replacement contemporaneously with the earlier of (i) notice of such termination or resignation and
replacement to a Rating Agency, (ii) notice of such termination or resignation and replacement being provided to or otherwise made
available to Covered Bondholders, and (iii) five (5) Toronto Business Days following such termination or resignation and replacement
(unless the replacement Account Bank has yet to be identified at that time, in which case notice of the replacement Account Bank
may be provided no later than ten (10) Toronto Business Days thereafter). Any such notice shall include (if known) the reasons
for the termination or resignation of the Account Bank, all information relating to the replacement Account Bank required by the
CMHC Guide and the new agreement or revised and amended copy of this Agreement to be entered into with the replacement counterparty.
Notice of termination of the Guaranteed Deposit Account Contract pursuant to Article 5 therein shall be given contemporaneously
and in the same form as notice provided herein regarding the Account Bank.


Article 8

further assurance


		8.1	Further Assurance



The parties hereto
agree that they will co-operate fully to do all such further acts and things and execute any further documents as may be necessary
or reasonably desirable to give full effect to the arrangements contemplated by this Agreement.


Article 9

confidentiality


		9.1	Confidentiality



None of the parties
hereto will during the term of this Agreement or after its termination disclose to any Person whatsoever (except as provided herein,
in accordance with the CMHC Guide, or in any of the other Transaction Documents to which it is a party or with the authority of
the other parties hereto or so far as may be necessary for the proper performance of its obligations hereunder




    	 



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or unless required by law or any applicable
stock exchange requirement or any governmental, regulatory or other taxation authority or ordered to do so by a court of competent
jurisdiction or by the Canada Revenue Agency) any information relating to the business, finances or other matters of a confidential
nature of any other party hereto of which it may in the ordinary course of its duties hereunder have become possessed and each
of the parties hereto will use all commercially reasonable endeavours to prevent any such disclosure.


Article 10

NOTICES


		10.1	Notices



Any notices to be
given pursuant to this Agreement to any of the parties hereto will be in writing and will be sufficiently served if sent by prepaid
first class mail, by hand, e-mail or facsimile transmission and will be deemed to be given (if by facsimile transmission) when
dispatched, (in the case of e-mail) upon confirmation of receipt, (if delivered by hand) on the day of delivery if delivered before
5:00 p.m. (Toronto time) on a Toronto Business Day or on the next Toronto Business Day if delivered thereafter or on a day which
is not a Toronto Business Day or (if by first class mail) when it would be received in the ordinary course of the post and will
be sent:


		(a)	in the case of The Bank of Nova Scotia in its capacity as Account Bank, Cash Manager and GDA Provider,
to The Bank of Nova Scotia, Scotia Plaza, 44 King Street West, Toronto, Ontario M5H 1H1 (facsimile number 416-945-4001) for the
attention of the Managing Director, Alternate Funding, e-mail: jake.lawrence@scotiabank.com;



		(b)	in the case of the Guarantor, to Scotiabank Covered Bond Guarantor Limited Partnership, c/o The Bank
of Nova Scotia, Scotia Plaza, 44 King Street West, Toronto, Ontario M5H 1H1 (facsimile number 416-945-4001) for the attention of
the Managing Director, Alternate Funding, e-mail: jake.lawrence@scotiabank.com; and



		(c)	in the case of the Bond Trustee, to Computershare Trust Company of Canada, 100 University Avenue,
11th Floor, Toronto, Ontario, M5J 2Y1 (facsimile number 416-981-9777) for the
attention of the Manager, Corporate Trust, email: corporatetrust.toronto@computershare.com,



or to such other physical or e-mail
address or facsimile number or for the attention of such other person or entity as may from time to time be notified by any party
to the others by written notice in accordance with the provisions of this Article 10.


Article 11

interest


		11.1	GDA Account



Interest will be
paid on the GDA Account in accordance with the terms of the Guaranteed Deposit Account Contract.




    	 



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		11.2	Transaction Account



In respect of each
period from (and including) the first day of each month (or, in respect of the first such period, the first applicable day) to
(but excluding) the last day of each month, the Account Bank will pay, on the last Toronto Business Day of each month, interest
in arrears on any cleared credit balances on the Transaction Account and any other accounts opened by the Guarantor with the Account
Bank, other than the GDA Account, at the same rates as are generally applicable to accounts of the same type held by business customers
of the Account Bank.


Article 12

withholding


		12.1	Withholding



All payments by
the Account Bank under this Agreement will be made in full without any deduction or withholding (whether in respect of set-off,
counterclaim, duties, Taxes, charges or otherwise whatsoever) unless the deduction or withholding is required by law, in which
event the Account Bank will:


		(a)	ensure that the deduction or withholding does not exceed the minimum amount required by Law;



		(b)	pay to the relevant Taxation or other authorities within the period for payment permitted by applicable
law the full amount of the deduction or withholding;



		(c)	furnish to the Guarantor or the Bond Trustee (as the case may be) within the period for payment
permitted by the applicable Law, either:



		(i)	an official receipt of the relevant taxation or other authorities involved in respect of all amounts
so deducted or withheld; or



		(ii)	if such receipts are not issued by the taxation or other authorities concerned on payment to them
of amounts so deducted or withheld, a certificate of deduction or equivalent evidence of the relevant deduction or withholding;
and



		(d)	account to the Guarantor in full by credit to the GDA Account (as the case may be) for an amount
equal to the amount of any rebate, repayment or reimbursement of any deduction or withholding which the Account Bank has made pursuant
to this Article 12 and which is subsequently received by the Account Bank.



Article 13

representations, wARRANTIES and Covenant




    	 



    	- 12 -



    

		13.1	Representations, Warranties and Covenants



The Account Bank
represents and warrants to, and covenants with, each of the Cash Manager, the GDA Provider, the Guarantor and the Bond Trustee
at the date hereof, on each date on which an amount is credited to the Guarantor Accounts and on each Guarantor Payment Date, that:


		(a)	it is a bank named in Schedule I to the Bank Act and
is duly qualified to do business in every jurisdiction where the nature of its business requires it to be so qualified, except
where the failure to qualify would not constitute a Material Adverse Event;



		(b)	the execution, delivery and performance by the Account
Bank of this Agreement are within the Account Bank’s corporate powers, have been duly authorized by all necessary corporate
action, and do not contravene or result in a default under or conflict with: (i) the charter or by-laws of the Account Bank; (ii)
any law, rule or regulation applicable to the Account Bank; or (iii) any order, writ, judgment, award, injunction, decree or contractual
obligation binding on or affecting the Account Bank or its property;



		(c)	it is not a non-resident of Canada within the meaning
of the Tax Act;



		(d)	it possesses the necessary experience, qualifications, facilities and other resources to perform
its responsibilities in relation to its duties and obligations hereunder and the other Transaction Documents to which it is a party;



		(e)	it is and will continue to be in regulatory good standing and in material compliance with and under
all Laws applicable to its duties and obligations hereunder and the other Transaction Documents to which it is a party;



		(f)	it is and will continue to be in material compliance with its internal policies and procedures
(including risk management policies) relevant to its duties and obligations hereunder and the other Transaction Documents to which
it is a party;



		(g)	it will exercise reasonable skill and care in the performance of its obligations hereunder and
the other Transaction Documents to which it is a party;



		(h)	it will comply with the CMHC Guide and all material legal and regulatory requirements applicable
to the conduct of its business so that it can lawfully attend to the performance of its obligations hereunder and the other Transaction
Documents to which it is a party; and



		(i)	the unsecured, unsubordinated and unguaranteed debt
obligations or issuer default rating, as applicable, of the Account Bank rated by each of the Rating Agencies are at or above
each of the Account Bank Required Ratings.



		13.2	Undertaking



The Account Bank
undertakes to notify the Cash Manager, the Guarantor and the Bond Trustee immediately if, at any time during the term of this Agreement,
either of the statements




    	 



    	- 13 -



    

contained in Section 13.1 (Representations,
Warranties and Covenants) ceases to be true. The representations, warranties and covenants set out in Section 13.1 (Representations,
Warranties and Covenants) will survive the signing and delivery of this Agreement.




Article 14

entire agreement


		14.1	Entire Agreement



This Agreement,
the schedules hereto, the Cash Management Agreement, the Guaranteed Deposit Account Contract and the Security Agreement together
constitute the entire agreement and understanding between the parties in relation to the subject matter hereof and cancel and replace
any other agreement or understanding in relation thereto.


Article 15

assignment


		15.1	Assignment



Subject always to
the provisions of Article 13 (STEP Plans and Intercreditor Arrangements) of the Mortgage Sale Agreement and Section 15.2 (Assignment
under Security Agreement) herein, no party hereto will be entitled to assign all or any part of its rights or obligations hereunder
to any other party without the prior written consent of each of the other parties hereto (which will not, if requested, be unreasonably
withheld or delayed or made subject to conditions) save that the Guarantor will be entitled to assign whether by way of security
or otherwise all or any of its rights under this Agreement and all or any of its interest in the Loans and their Related Security
without such consent to the Bond Trustee pursuant to the Security Agreement and the Bond Trustee may at its sole discretion assign
all or any of its rights under or in respect of this Agreement and all or any of its interest in the Loans and their Related Security
without such consent in exercise of its rights under the Security Agreement. If any party assigns any of its obligations under
this Agreement as permitted by this Agreement, such party will provide at least 10 Toronto Business Days’ prior written notice
of such assignment to DBRS.


		15.2	Assignment under Security Agreement



The parties hereto,
other than the Bond Trustee and the Guarantor, acknowledge that on the assignment pursuant to the Security Agreement by the Guarantor
to the Bond Trustee of the Guarantor’s rights under this Agreement, the Bond Trustee may enforce such rights in the Bond
Trustee’s own name without joining the Guarantor in any such action (which right such parties hereby waive) and such parties
hereby waive as against the Bond Trustee any rights or equities in its favour arising from any course of dealing between one or
more of such parties and the Guarantor.


Article 16

limitation of liability




    	 



    	- 14 -



    

		16.1	Limitation of Liability



Scotiabank Covered
Bond Guarantor Limited Partnership is a limited partnership formed under the Limited Partnerships Act (Ontario), a limited
partner of which is, except as expressly required by law, only liable for any of its liabilities or any of its losses to the extent
of the amount that the limited partner has contributed or agreed to contribute to its capital.


Article 17

amendment, MODIFICATION, VARIATION OR WAIVER


		17.1	General



Subject to Section
20.7 (Modification, Waiver or Authorization to Transaction Documents) of the Security Agreement, any amendment, modification or
variation to this Agreement will be made only with the prior written consent of each party to this Agreement.


		17.2	Material Amendment, Modification, Variation or Waiver



Each proposed amendment,
modification, variation or waiver of rights under this Agreement that is considered by the Guarantor to be a material amendment,
modification, variation or waiver will be subject to satisfaction of the Rating Agency Condition. For certainty, any amendment
to (i) a Ratings Trigger provided for in this Agreement that lowers the ratings specified therein, or (ii) the consequences of
breaching a Ratings Trigger provided for in this Agreement that makes such consequences less onerous, shall be deemed to be a material
amendment. The Guarantor (or the Cash Manager on its behalf) will deliver notice to the Rating Agencies from time to time of any
amendment, variation or waiver with respect to which satisfaction of the Rating Agency Condition is not required, provided that
failure to deliver such notice will not constitute a breach of the obligations of the Guarantor under this Agreement. The Guarantor
(or the Cash Manager on its behalf) will deliver notice to CMHC from time to time of any amendment, variation or waiver with respect
to which notice to CMHC is required by the CMHC Guide, provided that failure to deliver such notice will not constitute a breach
of the obligations of the Guarantor under this Agreement.


		17.3	Other



For greater certainty,
this Agreement may only be amended, varied or the rights hereunder waived by written agreement between the parties hereto and any
failure or delay by a party hereto in enforcing, or insisting upon strict performance of, any provision of this Agreement will
not be considered to be a waiver, amendment or variation of such provision or in any way affect the validity or enforceability
of this Agreement.


Article 18

enurement


		18.1	Enurement



This Agreement enures
to the benefit of and is binding upon each of the parties to this Agreement and their respective successors (including any successor
by reason of amalgamation of any party) and assigns.






    	 



    	- 15 -



    

Article 19

Non-petition


		19.1	Non-Petition



The Cash Manager,
the Account Bank and the GDA Provider agree that they will not institute or join any other Person or entity in instituting against,
or with respect to, the Guarantor, or any general partners of the Guarantor, any bankruptcy or insolvency event so long as any
Covered Bonds issued by the Issuer under the Program will be outstanding or there will not have elapsed one year plus one day since
the last day on which any such Covered Bonds will have been outstanding. The foregoing provision will survive the termination of
this Agreement by any of the parties hereto.


Article 20

Exclusion of third party rights


		20.1	Exclusion of Third Party Rights



Except as otherwise
expressly provided in this Agreement, the parties hereto intend that this Agreement will not benefit, or create any right or cause
of action on behalf of, any Person other than a party hereto and that no Person, other than a party hereto, will be entitled to
rely on the provisions of this Agreement in any proceeding.


Article 21

counterparts


		21.1	Counterparts



This Agreement may
be signed (manually or by facsimile) and delivered in one or more counterparts, all of which, taken together, will constitute one
and the same document.


Article 22

AGENCY


		22.1	Agency



The Account Bank
agrees and confirms that, unless otherwise notified by the Guarantor or the Bond Trustee in accordance with the terms of this Agreement,
the Cash Manager, as agent of the Guarantor, may act on behalf of the Guarantor under this Agreement.


Article 23

governing law


		23.1	Governing Law



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




    	 



    	- 16 -



    

		23.2	Submission to Jurisdiction



Each party to this
Agreement hereby irrevocably submits to the non-exclusive jurisdiction of the courts of the Province of Ontario in any action or
proceeding arising out of or relating to this Agreement.




[The remainder of this page intentionally
left blank]




    	 



    	 



    

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


	 	 	SCOTIABANK COVERED BOND GUARANTOR LIMITED PARTNERSHIP by its managing general partner SCOTIABANK COVERED BOND GP INC.
	 	 	By:	/s/ Jake Lawrence
	 	 	 	Name: Jake Lawrence
	 	 	 	Title: President and Secretary
	 	 	 	 
	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA, in its capacity as Account Bank, Cash Manager and GDA Provider
	 	 	By:	/s/ Ian Berry
	 	 	 	Name: Ian Berry
	 	 	 	Title: Managing Director and Head, Funding and Liquidity Management
	 	 	 	 
	 	 	 	 
	 	 	COMPUTERSHARE TRUST COMPANY OF CANADA, as Bond Trustee
	 	 	By:	/s/ Sean Pigott
	 	 	 	Name: Sean Pigott
	 	 	 	Title: Corporate Trust Officer
	 	 	 	 
	 	 	By:	/s/ Stanley Kwan
	 	 	 	Name: Stanley Kwan
	 	 	 	Title: Associate Trust Officer
	 	 	 	 




    	 



    	 



    

SCHEDULE 1


 


BANK MANDATES – TRANSACTION
ACCOUNT AND GDA ACCOUNT






    	 



    	 



    















  	 





  	 

























  	 





  	 



















  	 





  	 

















  	 





  	 

















  	 





  	 

















  	 





  	 

















  	 





  	 

















  	 





  	 

















  	 





  	 

















  	 





  	 

















  	 





  	 










 


  	 





  	 

















  	 





  	 
















  	 





  	 
















BUSINESS
ACCOUNTS

Your
Guide to Fees and Interest Schedules

March
2013



  	 





  	 






 



  	 





  	 













Table
                                  of Contents

Introduction

Accounts
and Fees

Basic
Business Accounts

Account
Plans

Non-Interest
Bearing Accounts

Interest
Bearing Accounts

Transaction,
Deposit and Account Statement Fees

Sundry
Service Fees

Electronic
Banking and Cash Management Services

Cheque
Hold

Customer
Service



  	 





  	 
















Know
your business banking as well as you know your business.

Our
goal is to provide effective, convenient and cost-efficient financial solutions for our customers. Through our comprehensive banking
packages, basic operating and investment accounts and electronic banking services, we strive to put you in control of your banking
and make it easier to manage your day-to-day transactions. This guide details the many business banking solutions available to
you and explains the fees applicable to accounts with standard pricing.

How
Accounts work.

Basic
Business Accounts: Non-packaged accounts that provide a range of deposit and payment services on a ‘pay-per-use’
basis. By maintaining a certain minimum monthly credit balance, you can earn free transactions.

Account
Plans: Offers comprehensive business banking packages with fixed monthly fees in addition to overdraft protection, electronic
banking and ScotiaCard® services.

Interest
Bearing Accounts: Enable businesses to earn competitive rates of interest with interest bearing operating accounts or offer
convenient investment options for surplus funds.

How
Fees are charged.

Transaction,
Deposit and Account Statement Fees: Transaction fees are charges for each item that goes through an account and deposit fees
are for the processing of the cash, coin, cheques, and other items as they are deposited.

Business
Account customers pay per transaction while Account Plan customers select an account option tier that best matches the number
of transactions they perform in a month. Account activity over and above their plan is charged on a ‘pay-per-use’ basis.

Fees
for account related charges are calculated and applied to each account per statement cycle.

Sundry
Service Fees: These fees are applied for account activities such as supplying cash and coin, certifying cheques or stop payments.
Fees are collected at the time the service is provided. All Business Accounts are subject to these fees where applicable.

Have
you considered?

Electronic
Banking and Cash Management Services: Our electronic banking services deliver online access to account balances, transaction
reporting, funds transfer and more. In addition, our cash management services for commercial and corporate clients help to monitor
and manage cash flow.

Contact
us online, by phone or by visiting a branch for more information.





  	 





  	 













Accounts and Fees

BUSINESS
ACCOUNT ACCOUNT INCLUDED TRANSACTIONS SPECIAL FEATURES MAINTENANCE FEE

BASICS
BUSINESS $9.95 Free transaction allowance Account maintenance fee  ACCOUNT for each minimum monthly waived when
the minimum credit balance of $1,0002 monthly credit balance is $5,000 or over

ACCOUNT
PLAN FULL- SELF for business  SERVICE SERVICE $16.00 $12.00 15 $23.00 $18.00 25 $38.00 $29.00
45 $49.00 $36.00 60 $78.00 $53.00 100 $112.50 $78.00 150

SCOTIAONE
ACCOUNT PLAN for business $49.00 n/a 60 Includes both personal and $78.00 n/a 100 business banking for one
price4 $112.50 n/a 150

SCOTIAONE
ACCOUNT PLAN for agriculture $25.00 n/a 55 Includes both personal and business banking for one price4

3000Plus
 ACCOUNT PLAN $33.00 n/a 110 Only available to customers who enroll in Scotia Professional® Plan (SPP)

SCOTIA
COMMUNITY ACCOUNT PLAN $2.50 n/a 10 Designed for registered charities or community groups who perform a limited number
of banking transactions per month

ONLINE
FOREIGN CURRENCY ACCOUNT $16.00 2 Outgoing Wires7

BUSINESS
INTERESTS ACCOUNT $9.95 Account maintenance fee waived when the minimum monthly credit balance is $5,000 or over
DUAL RATE ACCOUNT $9.95 Account maintenance fee waived when the minimum monthly credit balance is $5,000 or over





  	 





  	 













BUSINESS
                                  ACCOUNT ACCOUNT INCLUDED TRANSACTIONS SPECIAL FEATURES MAINTENANCE FEE

BUSINESS
INVESTMENT ACCOUNT nil A fee of $5.00 is applied for each cheque issued

TREASURY
ACCOUNT nil No minimum balance required

SCOTIA
POWER SAVINGS for business  (SPSfb) nil Unlimited free $CDN self-service Unlimited free $CDN "Other transfers
to and from your other Credits6" Scotiabank account(s)5

Money
Master for business 4- MMfb ACCOUNT nil Unlimited number of transfers No minimum balance required between your
MMfb and your other Scotiabank account(s)5

1
Transactions that are included in the monthly plans’ fees or transactions for which a free transaction allowance applies.
Included transactions or free transaction allowances are allocated in the order in which they appear in the Transaction Fees chart.
(See page 17.)

2
Free transaction allowance applies to Basic Business Account only.

3
Account Plan for business, ScotiaOne Account Plan for business, ScotiaOne Account Plan for agriculture, SPP
Plus Account Plan, Scotia Community Account Plan, Scotia Power Savings for business and Money Master for business
are available in Canadian Dollar accounts only.

4
For Personal Banking fees and options, see the $AY TO $AY BANKING COMPANION BOOKLET.

5
Transfers must be processed using Scotia OnLine® Financial Services, TeleScotia® telephone banking, wireless
banking or any Scotiabank automated banking machine. For all other debit and credit transactions, a $5 per transaction fee
will apply.

6
See Transaction, Deposit, Account Statement, and Sundry Service Fees charts on pages 17 through 21.

7
All other wire fees are charged at standard rates.





  	 





  	 













Basic
                                  Business Accounts

This
describes our non-packaged accounts that provide a wide range of deposit and payment services on a “pay-per-use” basis.
A monthly account maintenance fee, and transaction and other sundry service fees are applied based on your account balance and
services used.

You
earn one free transaction on these accounts with standard pricing by keeping a $1,000 minimum monthly credit balance, and
you will pay no monthly account maintenance fee if your minimum monthly credit balance is $5,000 or over. Note: Free transactions
are awarded in the order as noted in the Transaction Fees chart on page 17. Fees are applied in the currency of the account.

DEPOSIT
ACCOUNTS CANADIAN AND U.S. DOLLAR

Ideal
for business customers looking for basic daily operating accounts enabling you to:

Issue
cheques, pre-authorized and electronic payments Receive electronic payments Make in-branch deposits for same-day availability
Make night deposits for next business-day funds availability Receive detailed monthly statements of all account transactions

Fees
applied:

An
account maintenance fee of $9.95 is applied to each account per statement cycle period, and is waived when the minimum monthly
credit balance is $5,000 or over. All deposits, withdrawals, and other account transaction services are charged on a “pay-per-use”
basis. (See Transaction, Deposit, Account Statement, and Sundry Service Fees charts on pages 17 through 21.)

Deposits
to U.S. Dollar Business AccountsB

Deposits
to U.S. Dollar Business Accounts may be subject to deficiency fees. Because it takes time to clear funds for items drawn in U.S.
dollars, deposits made to U.S. Dollar Business Accounts are subject to a deposit-clearing float, which represents the value of
the funds between the date of deposit and the date the bank actually receives value from the institution on which the item is
drawn. For the deposit-clearing float and any applicable deficiency fee calculations, see footnote 3 on Deposit-Clearing Float
(U.S. Dollar Business Accounts) on page 18.





  	 





  	 













Account Plans

Our
comprehensive suite of business and personal account packages provide high value and convenience for business customers.

ACCOUNT
PLAN for business

Ideal
for customers looking for the convenience of a comprehensive business banking package, Account Plan for business delivers
several account options with corresponding fixed monthly fees. All options include:

Overdraft
Protection of up to $5,000C

Electronic
Banking for businessTM ScotiaCard

MONTHLY
FEES

FULL-
SELF TRANSACTIONS $ DEPOSIT CONTENTS SERVICE SERVICE CASH ITEMS $16.00 $12.00 15 $1,000 5 $23.00 $18.00
25 $2,000 10 $38.00 $29.00 45 $2,500 20 $49.00 $36.00 60 $3,000 30 $78.00 $53.00 100 $5,000
50 $112.50 $78.00 150 $10,000 75

We
offer preferred pricing to Registered Charities and eligible Community Groups. Registered Charities save 50% and Community Groups
save 35% on the published monthly plan fees on any of our Account Plan for business options. Kindly refer to the brochure
Contributing to the well-being of our communities for eligibility, available at your branch.

Additional
transactions: Transactions over the number included in each option are charged on a “pay-per-use” basis. (See Transaction,
Deposit, Account Statement, and Sundry Service Fees charts on pages 17 through 21.)

Fees
in addition to the monthly plan fee apply as follows:

OVERDRAFT
PROTECTION Monthly fee waived for Business Accounts on the Account Plan for business.

ELECTRONIC
BANKING Refer to page 22.





  	 





  	 
















ScotiaOne
Account Plan for business

This
is an all-in-one service package for your business and personal accounts. Our most versatile and comprehensive full-service banking
package, ScotiaOne Account Plan for business, comes with three monthly fee package options.

These
options include all of the following products and services:

Account
Plan for business with up to $5,000 optional Overdraft ProtectionC ScotiaLine for businessTM VISA* cardC

Personal
Banking account with up to $5,000 optional Overdraft ProtectionC Electronic Banking for business ScotiaCard

Monthly
fees Account Plan for business Personal Account Full- Transactions2&D Deposit ContentsD TransactionsD Service1
Cash Items $49.00 60 $3,000 30 50 $78.00 100 $5,000 50 100 $112.50 150 $10,000 75 100

Additional
transactions: Business Account transactions and deposit contents over the number included in each option are charged on a
“pay-per-use” basis. (See Transaction, Deposit, Account Statement, and Sundry Service Fees charts on pages 17 through
21. See Day-to-Day Banking Companion Booklet for Personal Basic Banking Plan account fees.)

Fees
in addition to the monthly plan fee apply as follows:

Overdraft
ProtectionC: Monthly fee waived for Business Accounts on the ScotiaOne Account Plan for business. Personal Accounts
with Overdraft Protection are referred to the Day-to-Day Companion Booklet for the fees, rates and Overdraft Protection Agreement.

VISA*C:
Standard non-interest charges apply. For current rates and information on fees and interest costs, call 1-888-882-8958 or visit
www.scotiabank.com More than one business owner: Up to two additional personal accounts are available with each account
plan. The additional monthly fee is $8 for each additional personal account with 50 transactions, and $15 for each additional
personal account with 100 transactions.

Electronic
Banking: Refer to page 22.

7



  	 





  	 













 SCOTIAONE ACCOUNT PLAN for agriculture

This
account plan, designed specially for agri-businesses, is our most versatile and comprehensive full-service banking package for
your agri-business and personal accounts.

This
plan includes all of the following products and services:

Account
Plan for business

Credit
Line for agriculture by way of overdraftC or Overdraft ProtectionC (max. $5,000) Personal Banking account with up to
$5,000 optional Overdraft ProtectionC Electronic Banking for business ScotiaCard

MONTHLY
FEES ACCOUNT PLAN for business  PERSONAL ACCOUNT

FULL-
TRANSACTIONS $ DEPOSIT CONTENTS TRANSACTIONS SERVICE1  CASH ITEMS $25.00 55 $3,000 30 50

Additional
transactions: Business Account transactions and deposit contents over the number included are charged on a “pay-per-use”
basis. (See Transaction, Deposit, Account Statement, and Sundry Service Fees charts on pages 17 through 21. See Day-to-Day Banking
Companion Booklet for Personal Basic Banking Plan account fees.)

Fees
in addition to the monthly plan fee apply as follows:

OVERDRAFT
PROTECTIONc: Monthly fee waived for Business Accounts on the ScotiaOne Account Plan for agriculture. Personal Accounts
with Overdraft Protection are referred to the Day-to-Day Companion Booklet for the fees, rates and Overdraft Protection Agreement.

CREDIT
LINE for agriculture: Monthly fee waived where the credit line is availed by way of overdraft.

MORE
THAN ONENBUSINESS OWNER: Up to two additional personal accounts are available. The additional monthly fee is $8 for each
additional personal account.

ELECTRONIC
BANKING: Refer to page 22.





  	 





  	 













3000Plus
                                   ACCOUNT PLAN

This
account plan is designed for customers who operate their own practice and is intended to meet the needs of professionals with
high volume transactions at a special price.

Customers
interested in the SPP Plus Account Plan must also enroll in Scotia Professional® Plan. Besides accessing the
account plan features, Scotia Professional Plan customers also receive the following products and services:

Choice
of Overdraft Protection of up to $5,000 or operating loans by way of overdraftC

Electronic
Banking for business ScotiaCard

MONTHLY
FEES

FULL-
TRANSACTIONS $ DEPOSIT CONTENTS SERVICE1  CASH ITEMS $33.00 110 $3,000 40

There
is no further discount on this account plan monthly fee for Scotia Professional Plan customers.

Additional
transactions: Business Account transactions and deposit contents over the number included are charged on a “pay-per-use”
basis. (See Transaction, Deposit, Account Statement, and Sundry Service Fees charts on pages 17 through 21.)

Fees
in addition to the monthly plan fee apply as follows:

Scotia
Professional  PLAN: Contact your Small Business advisor for details of the benefits and fees associated with Scotia
Professional Plan.

OVERDRAFT
PROTECTIONc: Monthly fee waived for Business Accounts on the SPP Plus Account Plan.

ELECTRONIC
BANKING: Refer to page 22.





  	 





  	 













SCOTIA
                                  COMMUNITY ACCOUNT PLAN

Ideal
for smaller registered charities or community groups who perform a limited number of banking transactions per month. The Scotia
Community Account Plan includes:

Overdraft
Protection for business account with up to $5,000C Electronic Banking for business ScotiaCard

MONTHLY
FEES SCOTIA COMMUNITY ACCOUNT PLAN

FULL-
TRANSACTIONS $ DEPOSIT CONTENTS SERVICE1  CASH ITEMS $2.50 10 $2,500 10

Additional
transactions: Business Account transactions and deposit contents over the number included are charged on a “pay-per-use”
basis. (See Transaction, Deposit, Account Statement and Sundry Service Fees charts on pages 17 through 21.)

Fees
in addition to the monthly plan fee apply as follows:

OVERDRAFT
PROTECTIONc: Monthly fee waived for Business Accounts on the Account Plan for business.

ELECTRONIC
BANKING: Refer to page 22.

Non-Interest
Bearing Accounts

ONLINE
FOREIGN CURRENCY ACCOUNT

The
Online Foreign Currency Account is a non-interest bearing business account. Accounts are available in Euro (EUR) and British Pound
(GBP). Customers can send and receive wires through this account, utilizing ScotiaConnect® electronic bankingH. The
$16 Monthly Maintenance fee and per transaction fees (see pages 17 - 21) are the CAD equivalent, and are charged in the currency
of the account. The monthly maintenance fee is for the Online Foreign Currency Account only, all other ScotiaConnect service
fees will apply.

MAINTENANCE
FEE TRANSACTIONS $16.00 2 Outgoing Wires3

1
FULL- SERVICE transactions include any transaction (listed on page 17) completed with the assistance of a Customer Service
Representative or where manual processing is required.  SELF SERVICE transactions are defined as transactions processed
without the help of a Customer Service Representative through an ABM, telephone or Internet including: cash withdrawals; deposits;
funds transferred between Scotiabank accounts; bill payments; pre-authorized account payments and Interac† direct
payment purchases.

2
Transactions that are included in the monthly plan fee for each applicable account plan option are allocated in the order in which
they appear on the Transaction Fees chart on page 17. Additional transactions are charged on a “pay-per-use” basis when
applicable.

3
All other wire fees are charged at standard rates.





  	 





  	 













Interest Bearing Accounts%

OPERATING
ACCOUNTS

BUSINESS
INTERESTS ACCOUNTS CANADIAN AND U.S. DOLLAR

Our
Business Interest Accounts make it easy for small to mid-size businesses to earn interest on their working capital. These operating
accounts enable all the transaction services of the Basic Business Accounts and pay competitive interest rates on the average
monthly credit balance from $5,000 to $500,000.

The
annual interest rate tiers are indicated in the table below:

TIERED
BALANCE SEGMENTS ACCOUNT INTEREST RATE U.S. ACCOUNT INTEREST RATE

Balance
portions of $250,000 or more % % Balance portions from $100,000 to $249,999 % % Balance portions from $25,000
to $99,999 % % Balance portions from $5,000 to $24,999 % % Balances from $0 to $4,999 n/a n/a

Rates
as at _________________________________.

(TODAY’S
DATE)

Interest
rates are subject to change without notice and are quoted as at Scotiabank’s previous business day.

Fees
applied:

An
account maintenance fee of $9.95 is applied to each account per statement cycle period, and is waived when the minimum monthly
credit balance is $5,000 or over.

All
deposits, withdrawals, and other account transaction services are charged on a “pay-per-use” basis. (See Transaction,
Deposit, Account Statement, and Sundry Service Fees charts on pages 17 through 21.)

Interest
is calculated and paid as follows:

CANADIAN
DOLLAR BUSINESS INTERESTS ACCOUNT Interest is calculated on the applicable portion of the daily closing credit balance in
each tier at the corresponding rate for that tier, and paid at the end of the statement cycle.

U.S.
DOLLAR BUSINESS INTERESTS ACCOUNT Interest is calculated on the average credit balance in surplus' in each tier at
the corresponding rate for that tier. The average credit balance in surplus is determined by deducting the deposit float compensating
balance requirement from the average credit balance during the statement cycle, before interest is calculated. Interest is calculated
and paid at the end of the statement cycle.





  	 





  	 













DUAL
                                  RATE ACCOUNT - CANADIAN DOLLAR

The
Dual Rate Account is like a combination of a “30-day term deposit” (the minimum monthly balance) with an operating account
on top of the minimum monthly balance (the average monthly credit balance less the minimum). Customers with consistently higher
balances of $100,000 or more can earn competitive rates of interest on their surplus and operating funds in a single account.

The
annual interest rate tiers are indicated in the table below:

TIERED
BALANCE SEGMENTS INTEREST RATE ON INTEREST RATE ON MINIMUM BALANCE AVERAGE BALANCE PORTION&

Balances
of $5 million or more % % Balances from $1 million to $4,999,999 % % Balances from $500,000 to $999,999 %
% Balances from $100,000 to $499,999 % % Balances from $0 to $99,999 % %

Rates
as at _________________________________.

(TODAY’S
DATE)

Interest
rates are subject to change without notice and are quoted as at Scotiabank’s previous business day.

Fees
applied:

An
account maintenance fee of $9.95 is applied to each account per statement cycle period, and is waived when the minimum monthly
credit balance is $5,000 or over.

All
deposits, withdrawals, and other account transaction services are charged on a “pay-per-use” basis. (See Transaction,
Deposit, Account Statement, and Sundry Service Fees charts on pages 17 through 21.)

Interest
is calculated and paid as follows:

For
the Minimum Balance, interest is calculated on the entire credit balance at a premium rate and paid at the end of the statement
cycle. Premium interest is not paid on minimum balances of less than $50,000.

For
the Average Balance Portion, interest is calculated on the applicable average balance portion of the daily closing credit balance
in each tier at a lesser rate, and paid at the end of the statement cycle. The Average Balance Portion equals the average balance
less the minimum balance, except when the minimum balance is less than $50,000; in that case, the Average Balance Portion
is equal to the average balance. Interest is not paid if the average balance is less than $50,000.





  	 





  	 













 INVESTMENT ACCOUNTS

BUSINESS
INVESTMENT ACCOUNT - CANADIAN AND U.S. DOLLAR

If
you keep surplus credit balances of $25,000 to $50,000,000 and are looking for high interest rates without locking into
a GIC, consider the Business Investment Account.

Interest
is calculated daily on your account closing balance and paid monthly. The annual interest rate used to calculate interest varies
based on the balance in your account. The interest rate for a tier is applied to the entire daily closing balance.

The
annual interest rate tiers are indicated in the table below:

TIERED
BALANCE SEGMENTS ACCOUNT - INTEREST RATE 535 ACCOUNT INTEREST RATE $1 million or more % % $250,000 to $999,999
% % $100,000 to $249,999 % % $25,000 to $99,999 % % Under $24,999 n/a n/a

Rates
as at _________________________________.

(TODAY’S
DATE)

Interest
rates are subject to change without notice and are quoted as at Scotiabank’s previous business day. The account has a maximum
balance cap of $50,000,000. Interest is not paid if balance is less than $25,000.

Fees
applied:

No
monthly account maintenance fee is applied. Our full range of “pay-per-use” banking transactions, deposits and sundry
service fees apply (refer to charts on pages 17 through 21). As this account is intended for savings, a fee of $5 is applied
per cheque issued.

INTEREST
IS CALCULATED AND PAID AS FOLLOWS 

Interest
is calculated daily on the closing balance and is paid monthly.F





  	 





  	 













TREASURY
                                  ACCOUNT - CANADIAN AND U.S. DOLLAR

The
Treasury Account is an overnight or short-term investment account where customers can earn competitive rates of interest and manage
their account online. This account is offered to customers with overnight or short-term surplus credit balances up to $20
million for the Canadian Dollar Treasury Account, and up to $10 million for the U.S. Dollar Treasury Account.

$CDN
ACCOUNT U.S. ACCOUNT

Interest
Rate*F % %

*For
Canadian dollar accounts, interest is calculated on the daily closing credit balance and paid monthly. Maximum investment $20
million (CAD), $10 million (USD).

Rates
as at _________________________________.

(TODAY’S
DATE)

Interest
rates are subject to change without notice and are quoted as at Scotiabank’s previous business day.

Fees
applied:

This
account is available only through ScotiaConnect® electronic banking( that allows customers to invest surplus
funds. There is no monthly account maintenance fee on the Treasury Account.

INTEREST
IS CALCULATED AND PAID AS FOLLOWS 

Premium
rates of interest are calculated on daily closing credit balances and paid at the end of the statement cycle. Interest is set
daily by 9:30 a.m. ET, account transfers are available up until noon local time every business day.





  	 





  	 
















SCOTIA
POWER SAVINGS for business

The
Scotia Power Savings for business account is a high interest account specifically designed for Small Business customers.
This account provides you with a high yield, liquid alternative to Term Deposits for surplus balances of $25,000 to $1,500,000.

The
annual interest rate is indicated below:

BALANCE
ACCOUNT - INTEREST RATE $25,000 to $1,500,000* % Under $25,000 n/a

Rates
as at _________________________________.

(TODAY’S
DATE)

Interest
rates are subject to change without notice and are quoted as at Scotiabank’s previous business day. The interest rate is
applicable when the daily closing account balance is $25,000 or more.

INTEREST
IS CALCULATED AND PAID AS FOLLOWS 

Interest
is calculated on the daily closing credit balance (at the prevailing rate) and paid at the end of the statement cycle. Interest
will be paid on the entire balance up to $1,500,000 when the minimum daily closing balance of $25,000 is met.F

Fees
applied:

No
monthly account maintenance fee is applied. The account offers unlimited free $CDN self-service transfers to and from your
other Scotiabank accounts when you use Scotia OnLine® Financial Services1, ScotiaConnect electronic banking
services1, TeleScotia® telephone banking services1, Automated Banking Machines1 (ABMs) or Internet Banking Services1.
The account also offers unlimited free $CDN “Other Credits”. As this account is intended for savings, a fee of $5.00
is applied on the following debit transactions (per item):

SERVICE
TYPE $CDN ACCOUNT

ABM
Withdrawal1 $5.00 Cheque $5.00 Interac† Direct Payment1 $5.00 Bill Payment2 (ABM, Internet or Telephone)1
$5.00 Other Debit $5.00

All
other standard pay-per-use banking transaction, deposit and sundry service fees apply.

1
There are separate fees related to the Electronic Banking for business, see page 22, and ScotiaConnect electronic
banking services, see page 23.

2
Applicable to payments made using ScotiaConnect electronic banking.





  	 





  	 













Money Master for business  ACCOUNT

The
Money Master for business account is available for customers who are seeking a business savings account that pays a competitive
rate of interestF. This “virtual” account makes it easy for you to earn interest on your profits and cash reserves,
while providing immediate access to your money. The Money Master for business account offers the following benefits:

Competitive
interest rate on every dollar saved – interest rate is based on the daily account balance and paid on the entire balance.

No
locking-in – cash flow won’t be an issue because you can tap into your cash when and where you need it.

Free
paperless record keeping – a transaction history of the current and previous month is available through Scotia OnLine
Financial Services to view or download at your convenience.

No
monthly fee – for an unlimited number of transfers between your Money Master for business account and your other Scotiabank
Business Account(s)1 when you use Scotia OnLine Financial Services, TeleScotia telephone banking, wireless banking
or Scotiabank’s automated banking machines (ABMs).

Interest
is calculated daily on your account closing balance and paid monthly. The annual interest rate used to calculate interest varies
based on the balance in your account. The interest rate for a tier is applied to the entire daily closing balance.

The
annual interest rate tiers are indicated in the table below:

TIERED
BALANCE SEGMENTS $CDN ACCOUNT - INTEREST RATE $5,000 or more % Under $5,000 %

Rates
as at _________________________________.

(TODAY’S
DATE)

Fees
applied:

For
all other credit and debit transactions a $5 per transaction fee will apply (e.g. branch transfers/deposits/ withdrawals;
ABM withdrawals/deposits; direct payment transactions; pre-authorized payments and bill payments processed at a branch or through
an ABM, Scotia OnLine Financial Services, TeleScotia telephone banking or wireless banking).

Monthly
paper statement record keeping is available on request. A $2 per month fee will apply.

INTEREST
IS CALCULATED AND PAID AS FOLLOWS 

Interest
is calculated daily on the closing balance and is paid monthly.

1
Regular transaction fees apply on your Scotiabank Business Account(s).





  	 





  	 













Transaction, Deposit and Account Statement Fees

Scotiabank
business customers can access many convenient account services on a “pay-per-use” basis. Fees for these and other account-related
charges are totalled and applied to each account per statement cycle period. The following fees apply to both Canadian and U.S.
Dollar accounts, in the currency of the account, unless otherwise specified.

TRANSACTION
FEES

     
BASICS BUSINESS ACCOUNT PLAN SERVICE TYPE $CDN ACCOUNT U.S. ACCOUNT $CDN ACCOUNT

Mail
deposit $1.50 $1.50 $1.50 Branch deposit $1.00 $1.00 $1.00 ABM deposit $0.90 n/a $1.00 Cheque
$0.90 $0.90 $1.00 Night deposit $1.00 $1.00 $1.00 Other credit $0.90 $0.90 $1.00

Merchant
credit1 $0.65 n/a n/a (Included in Plan) Other debit $0.90 $0.90 $1.00 Merchant debit1 $0.75 n/a n/a (Included
in Plan) ABM withdrawal2 $0.90 n/a $1.00 Bill payment3 (ABM, Internet or Telephone)2I $0.90 n/a $1.00 Self-service
transfer (ABM, Internet or Telephone)2 $0.90 $0.90 $1.00 Interac† Direct Payment2 $0.90 n/a $1.00

**Account
Plans include: Account Plan for business, ScotiaOne Account Plan for business, ScotiaOne Account Plan for agriculture,
SPP Plus Account Plan, and Scotia Community Account Plan. Account Plans are available in Canadian dollars only.

Free
Transaction Allowance - Canadian and U.S. Dollar Accounts4

Free
transaction allowances apply to all standard Basic Business Accounts. These are not applicable to Account Plan for business,
ScotiaOne Account Plan for business, ScotiaOne Account Plan for agriculture, SPP Plus Account Plan and Scotia
Community Account Plan or accounts with interest arrangements or discounted transaction fees.

CANADIAN
DOLLAR ACCOUNTS  One free transaction is allowed for each multiple of $1,000 of the minimum monthly credit balance per
account statement cycle period. Free transactions are applied in the order listed in the Transaction Fees chart (above).

U.S.
DOLLAR ACCOUNTS  One free transaction is allowed in the order of the service types stated above. The account statement cycle
average credit balance must be more than the deposit float compensating balance. This is calculated per account statement cycle
for each multiple of $1,000 of the lesser of the minimum monthly balance or the surplus average balance.





  	 





  	 













DEPOSIT
                                  & DEPOSIT CONTENT FEES

DEPOSIT
CONTENTS $CDN ACCOUNT U.S. ACCOUNT

Items
Deposited

For
each cheque or item deposited to an account $0.20 $0.45

Cash
deposited - notes sorted, counted and bundled $2.25/$1,000 $2.20/$1,000 Coin deposited - sorted, counted and rolled
$2.00/$100 $2.00/$100 Foreign Currency Conversion - Per deposit received; to convert foreign currency,
cash, cheques, drafts, money orders, etc. $2.00 $2.00

Customer
Deposit Adjustment - Each entry processed to correct an error in a deposit made by customer $2.00 $2.00

ACCOUNT
STATEMENT FEES

SERVICE
TYPE $CDN ACCOUNT U.S. ACCOUNT

Statement
preparation fee, for Business Accounts, applied to cycle-end statement5 $3.00 $3.00 Statement preparation fee, for Account
Plans, applied to cycle-end statement5 $3.00 n/a Interim statement, extra copy or statement with cycle-end determined by the
customer (in addition to Statement preparation fee) $6.00 $6.00 Money Master for business account Paperless record
keeping nil n/a Monthly paper statement $2.00 per month n/a Each enquiry to produce a record of account activity since last
statement $5.00 $5.00

For
accounts with Paperless Statement, Cheque Image Statement, or No Cheque Image Statement Record Keeping Options, cheques will be
destroyed as a part of this service.

1
Applicable to Chase Paymentech merchant transactions only.

2
Account Plan for business, ScotiaOne Account Plan for business, ScotiaOne Account Plan for agriculture, SPP
Plus Account Plan and Scotia Community Account Plan include Electronic Banking for business at no extra charge.

3
Applicable to payments made using ScotiaConnect electronic banking.

4
 DEPOSIT CLEARING FLOAT U.S. DOLLAR BUSINESS ACCOUNTS 

•
Deposit Float Compensating Balance = the dollar value of deposits during the statement cycle x 2.2 average number of float days
÷ number of calendar days in the statement period.

•
Deficiency Fee (if average credit balance is less than deposit float compensating balance requirement) = (deposit float compensating
balance – average credit balance) x Scotiabank’s U.S. Dollar Base Rate in Canada plus 2%.

5
Fee will be waived for customers who select the Paperless Recordkeeping option for their statement reporting. Fee not applicable
to Scotia Community Account Plan.





  	 





  	 
















Sundry
Service Fees

Additional
sundry services such as cash and coin supplied, certified cheques, and transfers from other financial institutions are available
to Scotiabank business customers on a “pay-per-use” basis. Fees for these services are collected when the transaction
or service is provided. All business accounts are subject to these fees where applicable. The following fees apply to both Canadian
and U.S. Dollar accounts, in the currency of the account, unless otherwise specified.

SUNDRY
SERVICE FEES $CDN ACCOUNT U.S. ACCOUNT CHEQUES ELECTRONIC PAYMENTS

Cheque
Certification

At
customer’s request (drawn on their account) $10.00 $10.00 At the holder’s request $15.00 $15.00 Chargebacks
– Any item returned unpaid for any reason including pre-authorized or electronic payments deposited to the account, and
charged back to an account Paper Chargeback $6.50 $6.50 Paper Chargeback - Special Handling Instructions $2.50 $2.50
Electronic Chargeback $5.00 $5.00

Issued
in Foreign Currencies

Under
$1,000 Canadian equivalent $10.00 $10.00 $1,000 and over Canadian equivalent $15.00 $15.00

Postdated
Cheque, lodged and held for deposit $3.00 $3.00 Stop Payment (per request)

MICR-encoded
Serial Number Stop $12.50 $12.50 Amount Stop (with complete details) – MICR-encoded cheque or pre-authorized debit
$12.50 $12.50 Incomplete Details - MICR-encoded cheque or pre-authorized debit $20.00 $20.00 Cheque Repair1 $1.00
$1.00

Cheque
List Report $5.00 $5.00 Serial Locator Report $5.00 $5.00 Returned cheques/items for Non-Sufficient
Funds (NSF) $42.50 $42.50

Clear
Through Service for U.S. Dollar (Clear Through) Accounts2 - n/a $39.00/month Allows customers to write cheques to payees
in the continental United States (in U.S. funds) and have them accepted by the American clearing system. Cheques are drawn on
the customer's U.S. Dollar Business Account domiciled in Canada and encoded with the American Banking Association routing transit
number for the Bank's New York Agency (NYA), which facilitates the clearing process in the U.S.





  	 





  	 













 SUNDRY SERVICE FEES CONTINUED $CDN ACCOUNT U.S. ACCOUNT OVERDRAFTS

Overdraft
Protection for business

The
standard monthly fee (waived for Account Plan for business, ScotiaOne Account Plan for business, ScotiaOne Account
Plan for agriculture, SPP Plus Account Plan and Scotia Community Account Plan) varies by credit limit:

0
- $1,999 $10.00 n/a $2,000 - $2,999 $15.00 n/a $3,000 - $3,999 $20.00 n/a $4,000 or more $25.00
n/a Overdraft Interest - Applies to Overdraft Protection balances (calculated daily and charged monthly), at rates detailed
in your Credit Agreement for business or in your Business Account Service Request.

Over
limit Overdraft Handling Fee – Applies for each item paid while your account is over the authorized limit. $5.00
n/a

Delinquent
Protected Overdrafts – A Business Account with Overdraft Protection for business is considered delinquent if it
has not had a positive balance within 30 days of becoming overdrawn. If your overdraft balance is delinquent, subject to your
Overdraft Protection agreement, overdraft interest is calculated daily and charged monthly at a rate of 21% per annum on the entire
overdraft balance

UNPROTECTED
OVERDRAFTS OVERDRAFT GRANTED IN ABSENCE OF OVERDRAFT PROTECTION 

Overdraft
Handling Fee – Applies for each item paid creating $5.00 $5.00 an overdraft, PLUS overdraft interest (interest
is calculated daily on overdraft balances and charged monthly). The standard overdraft interest rate is 21% per annum

TRANSFERS
OF FUNDS

At
your request $5.00 $5.00 Transferring your business account to another financial $20.00 $20.00 institution Money
Orders (Canadian and U.S. currency) $7.50 $7.50 Drafts (any amount, any currency) $7.50 $7.50

Standing
Orders (non-automated)

Each
periodic pre-arranged transfer between accounts (manual) $5.00 $5.00 One time set-up fee, per account $5.50 $5.50

Cash
Management Debit/Cheque/ Electronic Debit /Other Debit Items

Transfer
of funds (partially/fully) from your account to another financial institution. Standard transaction charges also apply $5.00
$5.00





  	 





  	 













SUNDRY
                                  SERVICE FEES CONTINUED $CDN ACCOUNT U.S. ACCOUNT

Incoming
Wire Payments – received and credited to an account during the settlement cycle, plus the transaction fee $15.00
$15.00

Cash
Supplied (notes), plus out-of-pocket expenses $1.50/$1,0006 $1.50/$1,0006 Coin Supplied, plus out-of-pocket
expenses $0.12 per roll6 $0.12 per roll6 Telephone/Counter Advice – Telephone/counter $100/month if daily
$100/month if daily enquiry of transaction or balance information user, $6.00/call if user, $6.00/call if (chargebacks/mail/tel/wire
transfer) occasional user occasional user

Bank
Confirmation (Audit Certificates)

Per
hour $40.00/hr. $40.00/hr. Minimum per certificate $22.00 $22.00 Closing of Account – Opened less
than 90 days (no charge if transferred to a Scotiabank branch; customers opening an account over the phone have 14 days in which
to close the account without incurring this fee) $25.00 $25.00

Enquiries
& Searches (at your request)

Search
for vouchers5 within 90 days from transaction date $10.00 per item $10.00 per item Search for vouchers5 after 90 days
of transaction $30.00/hr, per $30.00/hr, per or for lengthy searches employee, employee, minimum $15.00 minimum $15.00
Each search for paid cheque prior to a Stop Payment $30.00/hr $30.00/hr being lodged since last statement pro-rated pro-rated
Each search for accounts, securities and safety deposit boxes $30.00/hr, $30.00/hr, In branch minimum $15.00 minimum
$15.00 More than one branch $5.00/name/branch, $5.00/name/branch, minimum $15.00 minimum $15.00

Foreign
Bank & Financial Accounts Report

Minimum
per account $25.00 $25.00 maximum $100.00 maximum $100.00 Per hour $40.00/hr $40.00/hr

Inactive
Accounts

Accounts
close after 12 consecutive inactive statement periods, when balance is: $15.00 or less $15.00 or less

Unclaimed
Balances

Inactive
for two years, three years, four years3 $20.00 $20.00 Inactive for five years, six years, seven years, eight years3 $30.00
$30.00 Notice to Bank of Canada after nine years of inactivity4 $40.00 $40.00

Note:
This summary outlines many of the charges for commonly used services. Services and standard fees which are not contained in this
summary may be obtained from your branch.

1
Cheques requiring repair to the encoding/Magnetic Ink Cheque Recognition (MICR) portion.

2
Service is subject to Bank approval. This fee applies to all Clear Through Accounts and is in addition to any existing account
maintenance, transaction and other sundry fees which are applied based on the account balance and services used.

3
Fee is collected in April of the year following each inactivity anniversary. The fee is not charged if customer activates the
account or acknowledges to the Bank that the account has been inactive.

4
Fee is collected at the year-end of the 9-year inactivity anniversary. The fee is not charged if customer activates the account
or acknowledges to the Bank that the account has been inactive.

5
Includes cheques, drafts, e-bills and items drawn and deposited.

6
For all cash and coin supplied in branches, fee will be waived when coin value is less than $6 and cash value is less than
$5,000.  Once either threshold is reached, fee will apply to the entire order.



  	 





  	 













Electronic Banking and Cash Management Services

ELECTRONIC
BANKING for businessTM

Electronic
Banking for business with ScotiaCard access is designed for customers who require access to their Canadian Dollar
Business Accounts 24/7 through ABMs, Interac† Direct Payment, Scotiabank Mobile Banking, Scotia OnLine Financial
Services at www.scotiabank.com/getonline and TeleScotia Telephone Banking Services at 1-800-267-1234.

Electronic
Banking for business is included at no extra fee with all Account Plans and Money Master for business options.

Businesses
with a Basic Business Account can also select this service for a separate monthly access fee of $9.95.

Fees
applied:

The
following Electronic Banking for business services are charged on a “pay-per-use” basis.

ELECTRONIC
BANKING SERVICE PAY PER USE 

ABM
mini-statement $0.75 ABM payment history inquiry $0.75 ScotiaCard Service Fee1 1st through 5th card nil 6th through
9th card $6.00 10th card and above $20.00 Transactions performed by a Call Centre representative $1.50 Accessing your
Business Account from a non-Scotiabank ABM $1.50 within Canada (using your ScotiaCard) Cash Advances from your Scotiabank
VISA* ACCOUNT

     Scotiabank
ABM within Canada $2.50 Non-Scotiabank ABM (within Canada) $2.50 ABMs outside of Canada $5.00 Counter Fee (any financial
institution in Canada) $2.50 Counter Fee (any financial institution outside Canada) $5.00 Accessing your Business Account
from a non-Scotiabank ABM outside of Canada (using your ScotiaCard) International Withdrawals (within U.S.) $3.00 International
Withdrawals (outside U.S.) $5.00 Cross Border Debit $1.002 Interac† Online nil3 Interac† e-Transfer
$1.00

For
foreign currency withdrawals performed at ABMs outside Canada, VISA* International determines the foreign currency exchange rate
on the date of conversion on our behalf. The exchange rate includes an amount equal to 2.5% of the converted amount.





  	 





  	 













ScotiaConnect® ELECTRONIC BANKING

Business
customers looking for a sophisticated electronic banking service that delivers online access to account balances, transaction
reporting, fund transfers, wire payments, Electronic Funds Transfer Service (EFT), stop payments and bill payment services.

Fees
applied:

ScotiaConnect
offers customers four different payment packages to choose from based on their preferences and day-to-day transaction volumes.
(See ScotiaConnect electronic banking Service Request Form available from your Scotiabank representative.)

CASH
MANAGEMENT SERVICES

Scotiabank
offers a suite of services for commercial and corporate customers looking to: Automatically monitor their business and loan account
balances Control their cash position Manage collections and disbursements – locally and globally Pay & file taxes4

Services
include Balance Management, Balance Consolidation, Cash Concentration, Electronic Cheque Services, Night Deposit, and Government
Tax Payment and Filing4.

Fees
applied:

Scotiabank
Cash Management services are subject to individual agreements and applicable service fees.

1
This fee is charged per card per month on a progressive tier, and is in addition to the Electronic Banking for business fee.

2
A foreign exchange fee will apply when converting from U.S. dollars to Canadian dollars. Acxsys Corporation on our behalf determines
the exchange rate on the date of conversion. This rate may be different from the rate in effect on the date your Direct Payment
occurred. The rate includes an additional 2.5%. Furthermore, these transactions will count towards your monthly transactions as
specified in your account plan and all regular account fees will apply.

3
These transactions will count towards your monthly transactions as specified in your Account Plan.

4
For more information, visit www.scotiabank.com/taxpayments.





  	 





  	 













Cheque Hold

The
maximum cheque1 hold period is four (4) business days for cheques (Canadian funds) deposited into a Scotiabank Business Account
that are drawn on a financial institution’s branch located in Canada, and encoded with Magnetic Ink Character Recognition
(MICR) and undamaged.

The
hold period starts on the first business day after the cheque is deposited. The maximum hold period may be extended if there are
reasonable grounds to believe there is illegal or fraudulent activity in relation to an account, and when it is reasonable to
believe there is material increased credit risk. The length of time you have dealt with the Scotiabank branch, the amount of funds
already in your account, and the amount and characteristics of the cheque being deposited may all influence whether the funds
will be held.

However,
a hold provides no guarantee that a cheque will not be returned as invalid or otherwise after the hold period has expired. Ultimately,
a customer is responsible for any cheque that is deposited and returned to Scotiabank, regardless of whether the hold period has
expired.

Customer
Service

Every
Scotiabank branch is committed to providing prompt answers to any questions you may have about your account. If you have any concerns
or questions that require further review of your account(s), you can request a copy of our Resolving Your Complaint brochure regarding
Scotiabank’s review process, which is available in each Scotiabank branch.

1
Please note some cheques may be sent on “collection”, meaning that the funds will be credited to your Business Account
when the cheque clears the other financial institution and the funds have been received by Scotiabank.





  	 





  	 













Unless otherwise stated, all prices are in Canadian dollars. Fees for
U.S. Dollar Business Accounts are quoted and payable in U.S. dollars, or the equivalent in Canadian dollars, and calculated using
our prevailing foreign exchange rate at the time the fee is levied. Taxes are extra where applicable.

Other
administrative services or loan related fees not contained in this guide are available from your local branch.

Service
fees, credit interest rates, deficiency and overdraft interest rates are subject to change from time to time. We will provide
notice of any increase or new fees at least 60 days prior to taking effect, either through a written or electronic notice, or
posting in our branches.

A
Only Canadian deposits are insured under the Canadian Deposit Insurance Corporation Act.

B
Deposit-clearing float costs do not apply to electronic credits or any other credits.

C
Subject to credit approval and security provided. Standard interest charges apply. Service charges and other fees also apply when
applicable.

D
Maximum per account, per statement cycle.

E
Specified interest arrangements are not applicable to Account Plan for business, ScotiaOne Account Plan for business,
ScotiaOne Account Plan for agriculture, Scotia Community Account Plan, Scotia Professional® Plan, SPP
Plus Account Plan, Lawyers’ Mixed Trust, Real Estate Trust and any account with a centrally negotiated arrangement.

F
Rates are subject to change without notice. All rates quoted in this guide are annual interest rates.

G
Average credit balance (in surplus) is determined by deducting the deposit float compensating balance requirement (see U.S. Dollar
Deposits on page 5) from the average balance over the statement period, prior to interest calculation. The statement cycle used
to calculate average credit balances and compensating balances starts on the next calendar day following the last business day
of the preceding statement cycle-end and ends on the last business day of the current statement cycle.

H
ScotiaConnect electronic banking service fees are extra.

I
Includes Customer Initiated Transfers (CIT) between Business Accounts done via ScotiaConnect electronic banking.



  	 





  	 













     


For
more information, contact your local branch or visit www.scotiabank.com

®
Registered Trademarks of The Bank of Nova Scotia.

TM
Trademarks of The Bank of Nova Scotia.

*
VISA Int./Lic. user The Bank of Nova Scotia.

†
Interac Inc., owner of Mark INTERAC. The Bank of Nova Scotia, authorized user of the Mark.

1583115
(01/13)