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Investment Policy,Objectives & RestrictionsThe FundsScotiabank Money Market Fund – an open-endedmulti-class investment company which wasincorporated in the Cayman Islands as an exemptedcompany with limited liability on October 27,1999.The initial class is denominated in US dollars (the"US Dollar Class") and the Directors have power tocreate further classes in the future each of whichmay be denominated in a different currency andmay have investment policies that differ from thoseof the US Dollar Class. The terms of eachsubsequent class will be specified in a class profile(the "Class Profile").INVESTMENT POLICIES AND OBJECTIVES Scotiabank Money Market Fund (US DollarClass) is designed to provide investors withprofessional management in a pooled investmentfund with an investment portfolio of short-termdebt securities providing safety and liquidity ofcapital. The US Dollar Class will invest in highquality debt securities and obligations issued bygovernments and corporations. The InvestmentPolicies and Objectives of other Classes createdsubsequent to the date hereof will be specified inthe relevant Class Profile. Scotiabank US Dollar Bond Fund is designed asa broad market investment grade U.S. Dollardenominated Bond Fund. It is intended forconservative investors seeking to improve thereturns over 3 to 5 years above what could beexpected from money market rates or US TreasuryBills. To achieve this result, the Manager seeks toobtain a total return, over the medium term, equalto, or greater than, a comparable-term US Dollardenominated bond fund and shall use as itsperformance benchmark the Merrill Lynch U.S.Corporate & Government Bond Index. The Fundwill invest primarily in US Dollar denominatedsecurities and obligations issued or guaranteed byForeign Governments and/or their agencies (ownedor sponsored) and investment grade corporations.These securities are to be rated A or better by S&Por Moody’s (or equivalent), though up to 25% ofthe Fund may be in securities rated BBB.Scotiabank US Dollar Bond Fund – a US dollardenominated open-ended investment company,which was incorporated in the Cayman Islands as anexempted company with limited liability onDecember 21, 1992.Scotiabank Global Growth Fund – a US dollardenominated open-ended investment company,which was incorporated in the Cayman Islands as anexempted company with limited liability onJune 23, 1994.Scotiabank US Growth Fund – a US dollardenominated open-ended investment company,which was incorporated in the Cayman Islands as anexempted company on October 27, 1999. Scotiabank Global Growth Fund is designed toprovide investors with an opportunity to achievelong-term capital growth through investing in highquality securities. The Fund may invest all orsubstantially all of its assets in the ScotiabankGlobal Diversified Value Equity Fund, a segregatedportfolio of Scotiabank Mutual Funds SPC, being anactively managed equity portfolio seeking toprovide long term growth by investing in adiversified portfolio of global equity securities thatare determined by the investment advisor, AllianceCapital Management L.P., to be undervalued.Information relating to Scotiabank Mutual FundsSPC and the Scotiabank Global Diversified ValueEquity Fund is contained in Appendix II, whichforms part of this Prospectus.Scotiabank Canadian Growth Fund – a US dollardenominated open-ended investment company,which was incorporated in the Cayman Islands as anexempted company with limited liability onJune 23, 1994.(Each of the above is described in this Prospectusindividually as "a Fund" and collectively as "theFunds".)Each of the Funds will offer Shares to subscribers onthe terms set out in this Prospectus, as supplemented,in the case of the Scotiabank Money Market Fund, byany subsequent Class Profiles. Scotiabank US Growth Fund is designed toachieve long term growth through capitalappreciation by tracking the performance of the2500 stocks which make up the Standard & Poor’s500 (S&P 500) Total Return Index. The Fund mayuse derivative instruments subject to therestrictions listed below. The Fund may invest allor substantially all its assets in Scotia AmericanStock Index Fund (provided it holds no more than25 per cent of the units in issue), an open-endedmutual fund trust established under the laws ofOntario, Canada by a Declaration of Trust datedDecember 13, 1996, as amended and restated,made by Scotia Securities Inc. of 40 King StreetWest, Toronto, Ontario M5H 1H1. Informationrelating to Scotia American Stock Index Fund iscontained in Appendix III, which forms part of thisProspectus. Under current Canadian taxregulations, distributions by the Scotia AmericanStock Index Fund to the Scotiabank US GrowthFund in respect of any realized gains from taxableCanadian property will be subject to fifteen percent withholding tax.(f) borrow money save for temporary borrowingsnot exceeding 5% of the Net Asset Value ofeach Fund.Scotiabank Global Growth Fund, Scotiabank USGrowth Fund and Scotiabank Canadian Growth Fundare not permitted to:(a) purchase securities on margin;(b) purchase securities other than through normalmarket facilities unless the purchase priceapproximates the prevailing market price or isnegotiated on an arm’s length basis;(c) use derivatives unless sufficient cash or securitiesare available to cover positions;(d) invest more than 10% of its assets (less anyborrowings) in derivatives acquired for nonhedging purposes; or(e) borrow money save for temporary borrowingsnot exceeding 5% of the Net Asset Value ofeach Fund. Scotiabank Canadian Growth Fund is designedto achieve long-term capital growth throughinvesting in high quality equity securities listed onCanadian stock exchanges that are likely tobenefit from prevailing and anticipated economicconditions. Some high quality Canadian dollardenominated corporate paper and money marketinstruments may also be purchased. The Fundmay use derivative instruments subject to therestrictions listed below.No change will be made in the investment policiesand restrictions described above without givingShareholders at least 30 days prior notice in the formof a modification of, supplement to, or restatementof, this Prospectus. Although no specific restriction isincluded in the investment policies of the Funds, it isnot the intention of the Directors of any of theFunds to take management control of any issuer ofsecurities in which the Funds invest.INVESTMENT RESTRICTIONSThe investment policies of each Fund include thefollowing restrictions on the investments that theManager is permitted to make:Scotiabank Money Market Fund and Scotiabank USDollar Bond Fund are not permitted to:(a) purchase securities on margin;(b) sell securities short;(c) purchase securities other than through normalmarket facilities unless the purchase priceapproximates the prevailing market price or isnegotiated on an arm’s length basis;(d) purchase or write options;(e) enter into convertible hedge or any arbitragetransaction; or3

Subscription, Registration,Redemption, Transfer& ConversionDividend PolicyIt is not the present intention that the Funds willmake any distributions of income or capital gains byway of dividends. Income and net realised capitalgains will be reinvested and reflected in the Net AssetValue of the Shares of each Fund. Shareholderswishing to receive periodic payments from any of theFunds may give standing instructions to redeem aspecified number or value of Shares at regularintervals (see "Redemption").currency fluctuations, and other developments inthe laws and regulations of the countries in whichany of the Funds invests its assets. Suspension of Trading. Securities exchangestypically have the right to suspend or limit tradingin any particular instrument. Such a suspension orlimitation could render it impossible for theManager to liquidate investment and therebyexpose a Fund to losses.Shareholders should note that the Articles providethat if dividends are declared, then any dividend orother amount payable to a Shareholder whichremains unclaimed six years from the date when itbecomes payable shall be forfeited automatically infavour of the relevant Fund. Liquidity Risks. Although the Shares aretransferable, subject to certain restrictions describedherein under "Transfer of Ownership", it is notanticipated that there will be an active secondarymarket in such Shares. Accordingly, any investmentin such Shares will normally be liquidated throughredemption rather than transfer. Conflicts of Interest. Instances may arise wherethe interests of the Manager and the InvestmentAdvisors or their affiliates conflict with theinterests of the Funds and their Shareholders.Such conflicts include, but are not limited to, thefact that the Manager and the Investment Advisorsmay be engaged in other substantial activitiesapart from the activities described in this Prospectusand may therefore devote to the Funds only suchtime as they consider reasonably necessary.Furthermore, the Funds may from time to timeinvest in products promoted by or assets owned bythe Scotiabank Group or its subsidiaries. It shouldalso be recognised that the terms upon which theManager and Investment Advisors were appointedhave not been negotiated at arm’s length.Risk FactorsInvesting in any of the Funds is subject to certain riskfactors including, but not limited to the following: General Considerations. Investors shouldrecognise that each Fund has a particularinvestment objective and that investing in any orall of the Funds should not be considered as acomplete or balanced investment programme. Achievement of Objectives. There is noguarantee that any Fund will achieve itsinvestment objectives. Multi-class Insolvency. Scotiabank MoneyMarket Fund is a multi-class mutual fund and theassets relating to each class of shares in issue willbe accounted for and valued separately. Underthe laws of the Cayman Islands the assets relatingto a particular class of shares are available to meetthe claims of creditors of the company as a whole. Economic Conditions. The success of anyinvestment activity is affected by general economicconditions, which may be affected by the level andvolatility of interest rates and market prices.Unexpected volatility and illiquidity in the marketsin which any of the Funds have invested couldimpair the ability of such Funds to carry out theirbusiness or cause them to incur losses. Control Risk. The Directors or Shareholders ofScotiabank Global Growth Fund and of ScotiabankUS Growth Fund may not be able to control theScotiabank Global Diversified Value Equity Fund orthe Scotia American Stock Index Fund respectively. Political and Regulatory Risks. The value of theassets of any Fund may be affected by uncertaintiessuch as international political developments,changes in government policies, taxation, restrictionson foreign investment on currency repatriation,Additional risks are identified in the InformationRelating to the Global Diversified Value Fund onpage 28 and the Summary of Prospectus for theScotia American Stock Index Fund on page 29 ofthis Prospectus.4SUBSCRIPTIONamounts or currencies as may be prescribed fromtime to time by the Directors. Subscriptions foradditional Shares are subject to a minimum ofUS 1,000 in any one or more of the Funds, or suchother amounts or currencies as may be prescribedfrom time to time by the Directors. Subscriptionsmay take the form of a standing instruction tosubscribe for a specified number or value of Sharesat specified intervals. An appropriate form ofstanding instruction is available from the Manageron request. The Manager reserves the right toredeem the shares of any or all the Funds within anaccount and close the account if the value of theaggregate investments in any one or more of theFunds falls below the minimum initial investmentset out above.Shares of the Funds are issued by the Manager at thecurrent subscription price determined by referenceto the Net Asset Value of the relevant Fund (see"Valuations") on the Dealing Day next followingreceipt of a signed Purchase Request Form and, forinitial applications only, a New Account Request Form(see Appendix IV). A Dealing Day is any day normallytreated as a Business Day (A Business day is any day onwhich banks are open for business) in the CaymanIslands, Toronto, New York or any other relevantjurisdiction or the next Business Day if it is a publicholiday in any relevant jurisdiction. The issue of Sharesis conditional upon the signed Application Form and ofcleared funds for such Shares having been receivedby or on behalf of the relevant Fund by the close ofbusiness in the Cayman Islands on the Business Dayimmediately preceding the relevant Dealing Day. NoShares of any Fund will be issued whilst the calculationof Net Asset Value is suspended.With the exception of the Scotiabank Money MarketFund for which no initial or deferred charge ispayable, the Manager is entitled, at its discretion, toan initial or deferred charge of up to 5% of the totalamount paid by investors and all or a portion of theamount, if any, may be paid by the Manager as acommission to the Distributor of the Shares. The netsubscription amount, after deduction of the initialcharge, if any, will be invested in the designated Fund.Subscriptions for Shares should be made using thePurchase Request Form and, for initial applicationsonly, a New Account Request Form (see Appendix IV).A New Account Request Form is not required if asubscriber already holds Shares in one or more of theFunds. The Purchase Request Form and, if applicable,the New Account Request Form must be completedand signed by the Subscriber(s) and returned to theManager at the address given on the Form. Formswill be accepted by facsimile but the original signedForms must be forwarded promptly to the Managerand no redemption of such Shares will be alloweduntil the original New Account and Purchase RequestForms are received. Neither the Funds nor theManager nor any other agents of the Funds will beresponsible or liable in any way for any invalidity of thesignatures or any other errors arising from acceptanceof faxed Forms. No interest is credited or paid onsubscription monies pending the issue of Shares.Scotiabank Money Market Fund is presentlycomprised of only one class of Share – the US DollarClass. However, the Directors of the Fund reservethe right to create other Classes of Shares in thefuture, each of which may be denominated in adifferent currency and may have differentinvestment policies and objectives from those of theUS Dollar Class. The assets relating to each Class willbe maintained in separate funds for accounting andvaluation purposes. A Class Profile will be publishedin respect of each additional Class of Shares.REGISTRATIONThe Directors reserve the right to require at anytime satisfactory evidence of the status ofSubscribers as Qualified Holders, i.e. as beingentitled to acquire a holding in a Fund. The right isreserved to reject any application for Shares inwhole or part. If an application is rejected, thesubscription monies will be returned withoutinterest, at the risk and expense of the applicantwithin three business days of rejection.Shares are issued in registered form and nocertificates will be issued unless specifically requestedby the holder. The Funds will issue an AccountTransaction Summary, which will act as confirmation ofpurchase. The advantage of an advice over a certificateis that Shares may be redeemed or transferredwithout the necessity of surrendering the certificate.If a certificate is requested, it will be sent at theShareholder's risk to the address appearing on theNew Account Request Form within 30 days of therelevant Dealing Day.The minimum initial aggregate investment in anyone or more of the Funds is US 5,000 or such other5

by facsimile but the original signed Forms must beforwarded promptly to the Manager. Neither theFund nor the Manager nor any other agents of theFund will be responsible or liable in any way for anyinvalidity of the signatures or any other errorsarising from acceptance of a redemption request byfacsimile. If a certificate has been issued for any ofthe Shares being redeemed, the certificate must bereturned to the Manager in order for theredemption request to be processed.PRE -AUTHORIZED CONTRIBUTIONS (PAC)Following an initial investment of US 1,000, aninvestor may make regular purchases of Shares ofany Fund using automatic transfers from his or herScotiabank banking account to the Fund selected.Following the initial investment, an investor caninvest a minimum monthly amount of US 100, witha minimum of US 50 in each Fund. The Managerreserves the right to redeem the Shares of any or allFunds within an account and close the account if thevalue of the Funds within the account falls below theminimum initial investment for PACs set out above.With the exception of the Scotiabank Money MarketFund Shares and interfund conversions, Shares thatare redeemed within 90 d

"the Funds"), have all been registered in Jamaica by the Financial Services Commission as overseas mutual funds pursuant to the Securities (Mutual Fund) Regulations. The principal place of business of the Funds in Jamaica is Scotia Centre, the corner of Duke and Port Royal Streets in the City and Parish of Kingston.