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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

To 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 SEC Regulation AB Servicing Criteria, 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 the Scotiabank Covered
Bond Guarantor Limited Partnership in relation to the Bank’s Global Registered Covered Bonds Program (the “Platform”)
as of and for the year ended October 31, 2014, 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
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, 2014 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, 2014 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

Toronto, Canada

January 29, 2015