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| | EXHIBIT 34.1        
| | --------------------
| |                     
| | KPMG LLP            
| | Bay Adelaide Centre 
| | Suite 4600          
| | 333 Bay Street      
| | Toronto ON M5H 2S5  
| | Canada              
| | Tele: (416) 777-8500
| | Fax: (416) 777-8818 

Report of Independent Registered Public Accounting Firm

The Board of Directors of The Bank of Nova Scotia:

We have examined management’s assessment,
included in the accompanying management’s Report on Assessment of Compliance with Applicable Servicing Criteria for Covered
Bonds by The Bank of Nova Scotia, that The Bank of Nova Scotia (the “Bank”) has complied with the servicing criteria
set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the eligible residential mortgages
in the cover pool held by Scotiabank Covered Bond Guarantor Limited Partnership in relation to the Bank’s Global Registered
Covered Bond Program (the “Platform”) as of and for the year ended October 31, 2015, excluding criteria 1122(d)(l)(ii),
(iii), (iv), 1122(d)(2)(iii) and 1122(d)(2)(vi), which management of the Bank has determined are not applicable to the activities
performed by the Bank with respect to the Platform. Management is responsible for the Bank’s compliance with the servicing
criteria. Our responsibility is to express an opinion on management’s assessment about the Bank’s compliance based
on our examination.

Our examination was conducted in accordance
with the attestation standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining,
on a test basis, evidence about the Bank’s compliance with the servicing criteria specified above and performing such other
procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions
and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whether
the Bank processed those selected transactions and performed those selected activities in compliance with the servicing criteria.
Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Bank during the
period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or
subsequent to our tests that may have affected the balances or amounts calculated or reported by the Bank during the period covered
by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on the Bank’s compliance with the servicing criteria.

In our opinion, management’s assessment
that the Bank complied with the aforementioned servicing criteria as of and for the year ended October 31, 2015 is fairly stated,
in all material respects.

With respect to applicable servicing criteria
1122(d)(2)(ii), 1122(d)(3)(ii), (iii), (iv), and 1122(d)(4)(xv), management of the Bank has determined that there were no activities
performed during the year ended October 31, 2015 with respect to the Platform, because there were no occurrences of events that
would require the Bank to perform such activities.

/s/ KPMG LLP



Chartered Professional Accountants, Licensed Public Accountants

January 29, 2016

Toronto, Canada