EXHIBIT 4
CANADA MORTGAGE AND HOUSING CORPORATION
UNDERWRITING AGREEMENT
November 18, 2003
To the Representatives named
in Schedule I hereto of the
Underwriters named in
Schedule II hereto
Dear Sirs:
Canada Mortgage and Housing Corporation ("CMHC") proposes to sell to
the underwriters named in Schedule II hereto (the "UNDERWRITERS"), for whom you
are acting as representatives (the "REPRESENTATIVES"), the principal amount of
its securities identified in Schedule I hereto (the "SECURITIES"), to be issued
pursuant to a Fiscal Agency Agreement (the "FISCAL AGENCY AGREEMENT") to be
dated as provided in Schedule I hereto between CMHC and the banking institution
named therein, as Fiscal Agent (the "FISCAL AGENT"). The Securities to be sold
in the United States, as certified by the Underwriters in a report relating to
distribution of primary allotment substantially in the form of Schedule III
hereto, are referred to herein as the "REGISTERED SECURITIES" and all other
Securities are referred to herein as the "OFFSHORE SECURITIES". The Securities
are direct unconditional obligations of CMHC and as such carry the full faith
and credit of Canada and constitute direct unconditional obligations of and by
Canada and the payment of the principal of and interest on the Securities is a
charge on and payable out of the Consolidated Revenue Fund of Canada. If the
firm or firms listed in Schedule II hereto include only the firm or firms listed
in Schedule I hereto, then the terms "UNDERWRITERS" and "REPRESENTATIVES", as
used herein shall each be deemed to refer to such firm or firms.
1. REPRESENTATIONS AND WARRANTIES. CMHC represents and warrants
to, and agrees with, each Underwriter that:
(a) CMHC has filed with the Securities and Exchange Commission
(the "COMMISSION") one or more registration statements, which have
become effective, for the registration of the Registered Securities
under the Securities Act of 1933, as amended (the "ACT"). Such
registration statements, as amended at the date of this Agreement, meet
the requirements set forth in Release No. 33-6424 under the Act and
comply in all other material respects with said Release. The form of
prospectus included in the registration statement indicated in Schedule
I is the most recent form of prospectus relating to the Securities and
the plan of distribution thereof filed by CMHC with the Commission.
CMHC proposes to file with the Commission pursuant to Rule 424(b) under
the Act a supplement to such form of prospectus and has previously
advised you of all further information (financial and other) with
respect to CMHC and Canada to be set forth therein. Such registration
statements, including the exhibits thereto, as amended at the date of
this Agreement, hereinafter are called the "REGISTRATION STATEMENT";
such prospectus is hereinafter called the "BASIC PROSPECTUS"; and such
supplemented form of prospectus, in the form in which it shall be filed
with the Commission pursuant to Rule 424(b) (including the Basic
Prospectus as so supplemented) is hereinafter called the "FINAL
PROSPECTUS". Any preliminary form of the Final Prospectus which has
heretofore been filed pursuant to Rule 424 is hereinafter called the
"PRELIMINARY FINAL PROSPECTUS". As used herein, the terms "REGISTRATION
STATEMENT", "BASIC PROSPECTUS", "FINAL PROSPECTUS" and "PRELIMINARY
FINAL PROSPECTUS" shall include in each case the documents, if any,
incorporated by reference therein. The terms "SUPPLEMENT" and
"AMENDMENT" or "AMEND" as used herein shall include all documents
deemed to be incorporated by reference in the Final Prospectus that are
filed subsequent to the date of the Basic Prospectus by CMHC with the
Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "EXCHANGE ACT").
(b) As of the date hereof, when the Final Prospectus is first
filed pursuant to Rule 424(b) under the Act, when, prior to the Closing
Date (as hereinafter defined), any amendment to the Registration
Statement becomes effective, when any supplement to the Final
Prospectus is filed with the Commission and at the Closing Date (as
hereinafter defined), (i) the Registration Statement, as amended as of
any such time, will fully comply in all material respects with the
provisions of the Act and the Rules under the Act and will not contain
any untrue statement of a material fact and will not omit to state any
material fact required to be stated therein or necessary in order to
make the statements therein not misleading; and (ii) the Final
Prospectus, as amended or supplemented as
2
of any such time, will fully comply with the provisions of the Act and
the Rules under the Act and will not contain an untrue statement of a
material fact and will not omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading; provided, however, that CMHC makes no representations or
warranties as to the information contained in or omitted from the
Registration Statement or the Final Prospectus or any amendment thereof
or supplement thereto in reliance upon and in conformity with
information furnished in writing to CMHC by or on behalf of any
Underwriter through the Representatives specifically for use in
connection with the preparation thereof.
(c) No authorizations, approvals, waivers or consents of any
agency or official of Canada or the Province of Ontario thereof are
required to permit the execution and delivery of the Fiscal Agency
Agreement and this Agreement by CMHC, the issuance of the Securities
and the performance by CMHC of the respective obligations thereunder
and hereunder, except for the approval of the Minister of Finance as
required by the Financial Administration Act, which has been obtained.
(d) None of CMHC, its affiliates or any person acting on its
or their behalf has engaged in any directed selling efforts (as that
term is defined in Regulation S under the Act ("REGULATION S")) with
respect to the Offshore Securities.
2. PURCHASE AND SALE. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, CMHC agrees
to sell to each Underwriter, and each Underwriter agrees, severally and not
jointly, to purchase from CMHC, at the issue price set forth in Schedule I
hereto the principal amount of the Securities set forth opposite such
Underwriter's name in Schedule II hereto. CMHC agrees to pay to the Underwriters
the amount set forth in Schedule I hereto as selling, management and
underwriting commissions, (the "UNDERWRITING COMMISSIONS") and further agrees
that the aggregate amount of the Underwriting Commissions may be set-off against
the aggregate issue price of the Securities.
3. DELIVERY AND PAYMENT. Delivery of and payment for the Securities
shall be made at the office, on the date and at the time specified in Schedule I
hereto, which date and time may be postponed by agreement between the
Representatives and CMHC or as provided in Section 10 hereof (such date and time
of delivery and payment for the Securities being herein called the "CLOSING
DATE"). The Securities will be issued in the form of a registered global
security (the "GLOBAL SECURITY"), which shall be registered in the name of Cede
& Co., as
3
the nominee of The Depository Trust Company ("DTC"). Delivery of the Securities
shall be made to the Representatives or to their order for the respective
accounts of the several Underwriters against payment by the several Underwriters
through the Representatives of the issue price thereof to CMHC in immediately
available (same day) funds by transfer to a U.S. dollar account specified by
CMHC. The Underwriters through the Representatives shall be entitled to set-off
against the payment of the issue price the Underwriting Commissions and
reimbursement for expenses referred to in Section 5(g) hereof. The Global
Security shall be substantially in the form annexed to the Fiscal Agency
Agreement.
The Global Security shall be made available for inspection and checking
by the Representatives in New York City not later than 3:00 P.M., local time, on
the business day prior to the Closing Date.
4. LISTING. CMHC agrees with the Underwriters to cooperate in the
filing of an application to list the Securities on the Luxembourg Stock Exchange
(the "STOCK EXCHANGE") prior to the Closing Date. CMHC further agrees to furnish
to the Stock Exchange all documents, instruments, information and undertakings
and to publish all advertisements or other material that may be necessary in
order to effect the listing of the Securities and to cause such listing to be
continued for so long as any of the Securities remain outstanding; provided,
however, that if in the opinion of CMHC, the continuation of such listing shall
become unduly onerous, then CMHC shall use its best efforts to obtain, as
promptly as possible, the listing of the Securities on some other securities
exchange reasonably acceptable to the Representatives.
5. AGREEMENTS. CMHC agrees with the several Underwriters, and the
several Underwriters agree with CMHC, as the case may be, that:
(a) Prior to the termination of the offering of the
Securities, CMHC will not file any amendment of the Registration
Statement or supplement (including the Final Prospectus) to the Basic
Prospectus unless CMHC has furnished you a copy for your review prior
to filing and will not file any such proposed amendment or supplement
to which you reasonably object. Subject to the foregoing sentence, CMHC
will cause the Final Prospectus to be delivered to the Commission for
filing pursuant to Rule 424(b) via the Commission's Electronic Data
Gathering, Analysis, and Retrieval system ("▇▇▇▇▇") and will cause the
Final Prospectus to be filed with the Commission pursuant to said Rule.
CMHC will promptly advise the Representatives (i) when the Final
Prospectus shall have been delivered to the Commission for filing
pursuant to Rule 424(b), (ii) when any amendment to the Registration
Statement relating to the Securities shall have become effective, (iii)
of any request by the Commission for
4
any amendment of the Registration Statement or amendment of or
supplement to the Final Prospectus or for any additional information,
(iv) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the institution or
threatening of any proceeding for that purpose and (v) of the receipt
by CMHC of any notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose. CMHC will
use its best efforts to prevent the issuance of any such stop order
and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the
Securities is required to be delivered under the Act, any event occurs
as a result of which the Final Prospectus as then amended or
supplemented would include any untrue statement of a material fact or
omit to state any material fact necessary to make the statements
therein in the light of the circumstances under which they were made
not misleading, or if it shall be necessary to amend or supplement the
Final Prospectus to comply with the Act or the rules thereunder, CMHC
promptly will prepare and file with the Commission, subject to the
first sentence of paragraph (a) of this Section 5, an amendment or
supplement which will correct such statement or omission or an
amendment which will effect such compliance.
(c) CMHC will make generally available to the holders of the
Securities a statement of its income and retained earnings for its
fiscal year commencing after the date hereof as soon as practicable
after the close of such fiscal year and a statement of revenues and
expenditures of Canada for Canada's fiscal year commencing after the
date hereof as soon as practicable after the close of such fiscal year,
which in each case shall satisfy the provisions of Section 11(a) of the
Act.
(d) CMHC will furnish to the Representatives and counsel for
the Underwriters, without charge, signed copies of the Registration
Statement (including exhibits thereto) and each amendment thereto which
shall become effective on or prior to the Closing Date and to each
other Underwriter a copy of the Registration Statement (without
exhibits thereto) and, so long as delivery of a prospectus by an
Underwriter or dealer may be required by the Act, as many copies of any
Preliminary Final Prospectus and the Final Prospectus and any
amendments thereof and supplements thereto as the Representatives may
reasonably request.
(e) CMHC will arrange for the qualification of the Securities
for offer and sale under the laws of such jurisdictions as the
Representatives may designate, will maintain such qualifications in
effect so long as
5
required for the distribution of the Securities; provided that CMHC
shall not be obligated to qualify as a foreign corporation in, or
consent to general service of process under the laws of, any state or
to meet other requirements deemed by it to be unduly burdensome.
(f) CMHC will pay (i) all expenses in connection with (A) the
preparation, issue, execution and delivery of the Securities (including
the fees of the Fiscal Agent), (B) the fee incurred in filing the
Registration Statement (including all amendments thereto) with the
Commission, (C) all costs, expenses, or commissions payable on or in
connection with the granting of listing for the Securities on the Stock
Exchange, (D) any fee payable to rating services in connection with the
rating of the Securities, and (E) the costs and fees (including fees of
counsel for the Underwriters and their disbursements) incurred in
connection with any registration or qualification mentioned in
paragraph (e) above not exceeding U.S. $5,000, (ii) all costs incurred
in connection with the printing of the Registration Statement, the
Basic Prospectus, the Final Prospectus and each preliminary prospectus
(including all amendments thereof or supplements thereto) and the cost
of delivering the same to locations designated by the Underwriters and
satisfactory to CMHC in its reasonable judgement, (iii) the cost of in
such quantities as the Underwriters may reasonably request and the cost
of delivering the same to locations designated by the Underwriters and
satisfactory to CMHC in its reasonable judgement, (iv) all stamp duties
or other like taxes and duties or value added taxes payable under the
laws of the United Kingdom upon and in connection with the execution,
issue and subscription of the Securities or the execution and delivery
of this Agreement and the Fiscal Agency Agreement. Except as provided
in Section 5(g), 8 and 9 hereof, CMHC shall not be required to pay or
bear any fees or expenses of the Underwriters.
(g) If the sale of the Securities is consummated hereunder,
CMHC agrees to pay to the Representatives on behalf of the Underwriters
on the Closing Date an amount of up to U.S.$60,000 to be applied in
reimbursement of the reasonable out-of-pocket expenses and costs of the
Underwriters (including any value added or equivalent tax on such
expenses and costs) directly attributable to the offering and sale of
the Securities, as specified below. The Representatives may apply said
amount for (i) the reimbursement of fees and disbursements of their
legal counsel and syndication expenses attributable to the Securities
and (ii) for costs and expenses relating to the marketing of the
Securities (in Canada and abroad) including travel, document production
and presentation costs. The Representatives shall be entitled to
set-off the said sum of U.S.$60,000 from the payment of the issue price
as provided in Section 3 hereof. The Representatives shall supply CMHC
with itemized accounts,
6
together with supporting information in a form satisfactory to CMHC,
for such expenses and shall repay to CMHC, in Canadian dollars and
within 90 days of the Closing Date, any shortfall between the expenses
so itemized and U.S.$60,000.
(h) Until the business day following the Closing Date, CMHC
will not, without the consent of the Representatives, offer or sell, or
announce the offering of, any U.S. dollar denominated debt securities
with a maturity of five years or greater, provided, however, that
nothing in this paragraph (h) shall be construed to prevent CMHC from
guaranteeing payment in respect of any securities issued on the basis
of housing loans or mortgage-backed securities or borrowing from the
Government of Canada.
(i) Each of the Underwriters severally agrees with CMHC to
deliver (i) an initial allotment distribution report, (ii) secondary
market activity reports showing sales volumes by major market (Asia,
Canada, Europe and the United States) up to and including the Closing
Date and (iii) secondary market activity reports showing sales volumes
by such major markets within thirty days after the end of each calendar
quarter for the first two years after the date of this Agreement. The
reports specified in (i) and (ii) above will be due within one week of
the Closing Date. The initial allotment distribution report and the
secondary market activity reports will be in the forms set forth in
Schedule III hereof.
(j) CMHC has not issued and will not issue, without prior
consent of the stabilizing agent in the United Kingdom, any press or
other public announcement referring to the proposed issue of Securities
unless the announcement adequately discloses that stabilizing action
may take place in relation to the Securities to be issued. CMHC
confirms that it has been informed of the existence of the
informational guidance published by the Financial Services Authority in
relation to the stabilization.
6. SELLING RESTRICTIONS. Each Underwriter, on behalf of itself and each
of its affiliates that participates in the initial distribution of the
Securities, severally represents to and agrees with CMHC that:
(a) It and each such affiliate has complied and will comply
with all applicable provisions of the Financial Services and ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇, as amended (the "FSMA"), with respect to anything done by it or
them in relation to the Securities in, from or otherwise involving the
United Kingdom.
7
(b) The Securities have not been, and will not be, registered
under the Securities and Exchange Law of Japan (the "SECURITIES AND
EXCHANGE LAW") and it and each such affiliate has not offered or sold,
and will not offer or sell, directly or indirectly, any of the
Securities in Japan or to, or for the benefit of, any person resident
in Japan (which term as used herein means any person resident in Japan,
including any corporation or other entity organized under the laws of
Japan) or to others for reoffering or resale, directly or indirectly,
in Japan or to any resident of Japan except pursuant to an exemption
from the registration requirements of, and otherwise in compliance
with, the Securities and Exchange Law and in compliance with any other
applicable laws and regulations of Japan.
(c) (i) It and each such affiliate has not offered or sold and
will not offer or sell, directly or indirectly, in Hong Kong by means
of any document, any Securities other than to persons whose ordinary
business it is to buy or sell shares or debentures, whether as
principal or agent, or in circumstances which do not constitute an
offer to the public within the meaning of the Companies Ordinance
(Chap. 32) of Hong Kong and (ii) it and each such affiliate has not
issued and will not issue, directly or indirectly, any invitation or
advertisement relating to the Securities in Hong Kong (except if
permitted to do so under the securities laws of Hong Kong) other than
with respect to Securities intended to be disposed of to persons
outside Hong Kong or to be disposed of in Hong Kong only to persons
whose business involves the acquisition, disposal or holding of
securities, whether as principal or as agent.
(d) The Offshore Securities have not been and will not be
registered under the Act and may not be offered or sold within the
United States or its possessions or to, or for the account or benefit
of, U.S. persons except in accordance with Regulation S or pursuant to
an exemption from the registration requirements of the Act.
Accordingly, neither it, nor any of its affiliates or any persons
acting on its behalf have engaged or will engage in any directed
selling efforts with respect to the Offshore Securities in violation of
Regulation S, and all offers and sales of the Offshore Securities by
it, any of its affiliates or any persons acting on its or their behalf
have occurred or will occur in offshore transactions, as such term is
defined in Regulation S.
(e) In addition to the provisions of Sections 6(a) to (d)
above, it and each such affiliate has not offered, sold or delivered
and it and they will not offer, sell or deliver, directly or
indirectly, any of the Securities or distribute the Final Prospectus,
the Preliminary Final Prospectus, the Basic
8
Prospectus or any other offering material relating to the Securities,
in or from any jurisdiction except under circumstances that will, to
the best of its or their knowledge and belief, result in compliance
with the applicable laws and regulations thereof and which will not
impose any obligations on CMHC except as contained in this Agreement.
In addition, the Representatives agree with CMHC to cause each selling
group member to agree to comply with the restrictions on offers and
sales of the Securities set forth in this Section 6.
(f) Without prejudice to the provisions of Sections 6(a) to
(e) and except for the qualification of the Securities for offer and
sale and the determination of their eligibility for investment under
the applicable securities laws of such jurisdictions as the
Representatives may designate pursuant to Section 5(e), CMHC shall not
have any responsibility for, and each Underwriter severally agrees with
CMHC that each such Underwriter and its respective affiliates will
obtain, any consent, approval or authorization required by them for the
offer, sale or delivery by them of any of the Securities under the laws
and regulations in force in any jurisdiction to which they are subject
or in or from which they make such offer, sale or delivery of any of
the Securities.
7. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The obligations
of the Underwriters to purchase the Securities shall be subject to the accuracy
of the representations and warranties on the part of CMHC contained herein as of
the date hereof, as of the date of the effectiveness of any amendment to the
Registration Statement filed prior to the Closing Date and as of the Closing
Date, to the accuracy of the statements of CMHC made in any certificates
pursuant to the provisions hereof, to the performance by CMHC of its obligations
hereunder and to the following additional conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for
that purpose shall have been instituted or shall be pending, or, to the
knowledge of CMHC, shall be threatened by the Commission; and you shall
have received a certificate from an officer of CMHC to such effect;
(b) You shall have received on the Closing Date a written
opinion, dated the Closing Date, of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, General Counsel
of CMHC (based on the advice of Ontario counsel), addressed to the
Underwriters to the effect that insofar as the laws of the Province of
Ontario and the federal laws of Canada are concerned:
9
(i) CMHC exists as a corporation created by the
Parliament of Canada pursuant to the Canada Mortgage and
Housing Corporation Act and is for all relevant purposes an
agent of Canada with power and authority to create, issue and
sell the Securities; pursuant to the provisions of the
Financial Administration Act, CMHC is named as a Crown
corporation.
(ii) The creation, execution and sale of the
Securities have been duly authorized by all necessary
corporate action of CMHC and the Securities have been duly
signed by the duly appointed officers of CMHC, and upon being
duly authenticated pursuant to the Fiscal Agency Agreement and
upon delivery thereof and payment therefor in accordance with
the provisions of this Agreement, the Securities will
constitute legal, valid and binding direct and unconditional
general obligations of CMHC and as such of Canada enforceable
in accordance with their terms.
(iii) The Securities have been duly executed by CMHC,
and when authenticated, delivered and paid for in accordance
with the provisions of this Agreement, will constitute
securities issued on behalf of Canada with the authority of
Parliament and as such the payment of the principal thereof
and interest thereon will be a charge on and will be payable
out of the Consolidated Revenue Fund of Canada.
(iv) No authorizations, approvals, waivers or
consents of any agency or official of Canada or of the
Province of Ontario thereof are required to permit the
execution and delivery of the Fiscal Agency Agreement and this
Agreement by CMHC, the issuance of the Securities and the
performance by CMHC of the respective obligations thereunder
and hereunder, except for the approval of the Minister of
Finance as required by the Financial Administration Act which
has been obtained.
(v) The Fiscal Agency Agreement has been duly
authorized, executed and delivered by CMHC and is a legal,
valid and binding agreement of CMHC, enforceable in accordance
with its terms.
(vi) This Agreement has been duly authorized,
executed and delivered by CMHC and is a legal, valid and
binding agreement of CMHC, except as rights to indemnity
hereunder may be limited under applicable law, and any amounts
which may become due in accordance with the terms hereof to
any
10
Underwriter or any person who controls any Underwriter will
constitute obligations of CMHC and of Canada.
(vii) Neither the execution and delivery of the
Fiscal Agency Agreement, the Securities or this Agreement, nor
the consummation of the transactions therein or herein
contemplated nor compliance with the terms and provisions
thereof or hereof will violate, conflict with or result in a
breach of any indenture, agreement or other instrument to
which CMHC is a party or contravene any existing law,
governmental rule, regulation or order of Canada or of the
Province of Ontario binding on CMHC.
(viii) The statements in the Final Prospectus under
the captions "Description of Bonds", "Description of the Debt
Securities" and "Underwriting", insofar as such statements
constitute a summary of the legal matters or documents
referred to therein, fairly present the information called for
with respect to such legal matters or documents.
(ix) The statements in the Final Prospectus under the
heading "Tax Matters - Canadian Federal Income Tax
Consequences, Investors Resident in Canada, Investors Not
Resident in Canada" and "Tax Matters - Canadian Taxation" are
accurate in all material respects, subject to the
qualifications therein stated.
(x) Although such counsel is not, except as stated
above, passing upon and assumes no responsibility for the
accuracy, completeness or fairness of the statements contained
in the Registration Statement and the Final Prospectus, as
amended or supplemented, based upon participation by such
counsel or counsel reporting to him in conferences at which
the contents of the Registration Statement and the Final
Prospectus and related matters were discussed, no facts have
come to such counsel's attention which lead such counsel to
believe that the Registration Statement, or any amendment
thereof, at the time it became effective, contained any untrue
statement of a material fact or omitted to state a material
fact necessary to make the statements therein not misleading,
or the Final Prospectus, as amended or supplemented, on its
issue date or on the date hereof, contained or contains any
untrue statement of a material fact or omitted or omits to
state a material fact necessary to make the statements
therein, in the light of the circumstances under which they
were made, not misleading.
11
(c) You shall have received on the Closing Date a written
opinion, dated the Closing Date, of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇
LLP, United States counsel for CMHC, addressed to the Underwriters, to
the effect, insofar as the laws of the State of New York or the federal
laws of the United States of America are concerned, (A) set forth above
in paragraphs (b) (viii) and (x), (B) that the Registration Statement
and the Final Prospectus and each amendment thereof or supplement
thereto as of their respective effective or issue dates (except as to
financial statements and financial data included therein as to which
such counsel need express no opinion) complied as to form in all
material respects with the Act and the Rules thereunder, and (C) that
the statements in the Final Prospectus under the heading "Tax Matters -
Certain U.S. Federal Tax Considerations" and "Tax Matters - United
States Taxation" are accurate in all respects, subject to the
qualifications therein. In addition, such counsel shall state that in
its opinion, assuming the accuracy of the representations and
warranties and satisfaction of the agreements contained herein, no
registration of the Offshore Securities under the Act is required for
the offer, sale or issuance of the Offshore Securities in the manner
contemplated by the Final Prospectus and this Agreement, except that
such counsel need express no opinion as to when and under what
circumstances the Offshore Securities may be reoffered or resold in the
United States or to U.S. persons. In giving their opinion Milbank,
Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP may rely on the opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
General Counsel of CMHC, as to matters of Canadian and Ontario law.
(d) The Representatives shall have received from ▇▇▇▇▇ ▇▇▇▇ &
▇▇▇▇▇▇▇▇, United States counsel for the Underwriters, and Stikeman
Elliott LLP, Canadian counsel for the Underwriters, favorable opinions
dated the Closing Date, as to the form and validity of the Securities
and as to the proceedings and other related matters incident to the
issuance and sale of the Securities, and the Representatives shall have
received from ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ a favorable opinion dated the
Closing Date with respect to the Registration Statement and the Final
Prospectus. In giving their opinion, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely
upon the opinion of Stikeman Elliott LLP as to matters of Canadian and
Ontario law and Stikeman Elliott LLP may rely upon the opinion of
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, General Counsel of CMHC, as to certain matters
relating to the due authorization of the Securities.
(e) The representations and warranties of CMHC herein shall be
true and correct on the date hereof and on the Closing Date; CMHC shall
not have failed, on or prior to the Closing Date, to have performed all
agreements and satisfied all conditions herein contained which should
12
have been performed or satisfied by it at or prior to such time; there
shall be no material adverse change in the condition (financial or
otherwise) or results of operations or business or prospects of CMHC
from that set forth in the Registration Statement and the Final
Prospectus, other than changes arising in the ordinary course of
business, that in the reasonable judgment of CMHC or the
Representatives would prevent or materially impair the marketing, or
enforcement of contracts for sale, of the Securities; there shall be no
material adverse change in the financial, economic or political
condition of Canada from that set forth in the Registration Statement
and the Final Prospectus, other than changes arising in the ordinary
and normal course, that in the reasonable judgment of CMHC or the
Representatives would prevent or materially impair the marketing, or
enforcement of contracts for sale, of the Securities; and the
Representatives shall have received, at the time of closing, a
certificate to the foregoing effect dated the Closing Date and signed
by an executive officer of CMHC.
(f) On or prior to the Closing Date, CMHC shall have furnished
to the Representatives such further certificates and documents as they
or their counsel shall reasonably request.
(g) On or prior to the Closing Date, the Securities shall have
been approved for listing on the Stock Exchange.
If any of the conditions specified in this Section 7 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and their counsel, this Agreement and all
obligations of the Underwriters hereunder may be cancelled at, or at any time
prior to, the Closing Date by the Representatives. Notice of such cancellation
shall be given to CMHC in writing or by telephone or telegraph confirmed in
writing.
8. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale of the
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 7 hereof is not satisfied
or because of any refusal, inability or failure on the part of CMHC to perform
any agreement herein or comply with any provision hereof other than by reason of
a default by any of the Underwriters, CMHC will reimburse the Underwriters
severally upon demand for all out-of-pocket expenses (including reasonable fees
and disbursements of counsel) that shall have been incurred by them in
connection with the proposed purchase and sale of the Securities.
9. INDEMNIFICATION AND CONTRIBUTION. (a) CMHC agrees to indemnify and
hold harmless each Underwriter and each person who controls any
13
Underwriter within the meaning of the Act against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of them may
become subject under the Act, the Securities Exchange Act of 1934 or other
United States Federal or state or foreign law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the registration statement for
the registration of the Securities as originally filed or in any amendment
thereof, or in the Basic Prospectus, any Preliminary Final Prospectus, the Final
Prospectus, any agreed upon marketing brochure or the invitation or allotment
telexes, or in any amendment thereof or supplement thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and agrees, subject to the provisions of paragraph (d) below, to
reimburse each such indemnified party for any legal or other expenses reasonably
incurred by them (as such expenses are incurred) in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that (i) CMHC will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to CMHC by or on behalf of any Underwriter through the
Representatives specifically for use in connection with the preparation thereof,
and (ii) such indemnity with respect to the Basic Prospectus or any Preliminary
Final Prospectus shall not inure to the benefit of any Underwriter (or any
person controlling such Underwriter) from whom the person asserting any such
loss, claim, damage or liability purchased the Securities which are the subject
thereof if such person did not receive a copy of the Final Prospectus (or the
Final Prospectus as amended or supplemented) at or prior to the confirmation of
the sale of such Securities to such person in any case where such delivery is
required by the Act and the untrue statement or omission of a material fact
contained in the Basic Prospectus or any Preliminary Final Prospectus was
corrected in the Final Prospectus (or the Final Prospectus as amended or
supplemented). This indemnity agreement will be in addition to any liability
which CMHC may otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold
harmless CMHC, each of its directors, each of its officers who signs
the Registration Statement, and each person who controls CMHC within
the meaning of the Act to the same extent as the foregoing indemnity
from CMHC to each Underwriter, but only to the extent that such untrue
statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written information
relating to such Underwriter furnished to CMHC by or on behalf of such
Underwriter through the Representatives specifically for use in the
14
preparation of the documents referred to in the foregoing indemnity.
This indemnity agreement will be in addition to any liability which any
Underwriter may otherwise have. CMHC acknowledges for the purposes of
this Section 9(b) that the statements set forth under the heading
"Underwriting" (except for the statements in the paragraphs relating to
the securities laws of the United Kingdom, Japan and Hong Kong, the
sentence relating to stamp taxes and other charges, the paragraph
relating to certain expenses of CMHC and the paragraph relating to
indemnification of certain liabilities and reimbursement of certain
expenses by CMHC) in the Final Prospectus constitute the only
information furnished in writing by or on behalf of the several
Underwriters for inclusion in the Final Prospectus, and you, as the
Representatives, confirm that such statements are correct.
(c) Each of CMHC and the Underwriters agrees that each
Underwriter shall have and hold the covenants of CMHC contained in this
Section 9 in respect of such Underwriter's controlling persons' (as
defined above) interest for the benefit of their controlling persons.
Each Underwriter agrees to accept the trusts in this paragraph (c)
declared and provided for and agrees to enforce those covenants on
behalf of such persons.
(d) Promptly after receipt by an indemnified party under this
Section 9 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 9, notify the indemnifying party
in writing of the commencement thereof; but the omission so to notify
the indemnifying party will not relieve it from any liability which it
may have to any indemnified party otherwise than under this Section 9.
In case any such action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and to the
extent that it may elect by written notice delivered to the indemnified
party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified party; provided, however,
if the defendants in any such action include both the indemnified party
and the indemnifying party and the indemnified party shall have
reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional
to those available to the indemnifying party, the indemnified party or
parties shall have the right to select separate counsel to assert such
legal defenses and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties. Upon receipt of
notice from the indemnifying party to such indemnified party of its
election to so
15
assume the defense of such action and approval by the indemnified party
of counsel, the indemnifying party will not be liable to such
indemnified party under this Section 9 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the
defense thereof unless (i) the indemnified party shall have employed
separate counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it being
understood, however, that the indemnifying party shall not be liable
for the expenses of more than one separate counsel, approved by the
Representatives in the case of subparagraph (a), representing the
indemnified parties under subparagraph (a) who are parties to such
action), (ii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of commencement of the
action or (iii) the indemnifying party has authorized the employment of
counsel for the indemnified party at the expense of the indemnifying
party, and except that, if clause (i) or (iii) is applicable, such
liability shall be only in respect of the counsel referred to in such
clause (i) or (iii). The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent but
if settled with such consent or if it be a final judgment for the
plaintiff the indemnifying party agrees to indemnify the indemnified
party from and against any loss or liability by reason of such
settlement or judgment.
(e) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph
(a) or (b) of this Section 9 is due in accordance with its terms but is
for any reason held by a court to be unavailable from CMHC or the
Underwriters, as the case may be, on grounds of policy or otherwise,
CMHC and the Underwriters shall contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or defending same)
to which CMHC and one or more of the Underwriters may be subject in
such proportion so that the Underwriters are responsible for that
portion represented by the percentage that the Underwriting Commissions
bears to the issue price of the Securities set forth on Schedule I
hereto and CMHC is responsible for the balance; provided, however, that
(y) in no case shall any Underwriter (except as may be provided in any
agreement among underwriters) be responsible for any amount in excess
of the Underwriting Commissions applicable to the Securities purchased
by such Underwriter hereunder and (z) no person guilty of fraudulent
misrepresentation (within the meaning of Section 11 (f) of the Act)
shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. For purposes of this Section 9, each
person who controls an Underwriter within the meaning of the Act shall
have the same rights to contribution as such
16
Underwriter, and each person who controls CMHC within the meaning of
the Act, each officer of CMHC who shall have signed the Registration
Statement and each director of CMHC shall have the same rights to
contribution as CMHC, subject in each case to clause (y) of this
paragraph (e). Any party entitled to contribution will, promptly after
receipt of notice of commencement of any action, suit or proceeding
against such party in respect of which a claim for contribution may be
made against another party or parties under this paragraph (e), notify
such party or parties from whom contribution may be sought, but the
omission to so notify such party or parties shall not relieve the party
or parties from whom contribution may be sought from any other
obligation it or they may have hereunder or otherwise than under this
paragraph (e).
10. DEFAULT BY AN UNDERWRITER. If any one or more Underwriters shall
fail to purchase and pay for any of the Securities agreed to be purchased by
such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obliged severally to take up and
pay for (in the respective proportions which the amount of Securities set forth
opposite their names in Schedule II hereto bear to the aggregate amount of
Securities set opposite the names of all the remaining Underwriters) the
Securities which the defaulting Underwriter or Underwriters agreed but failed to
purchase; provided, however, that in the event that the aggregate amount of
Securities which the defaulting Underwriter or Underwriters agreed but failed to
purchase shall exceed 10% of the aggregate amount of Securities set forth in
Schedule II hereto, and arrangements satisfactory to the remaining Underwriters
and CMHC for the purchase of such Securities are not made within 48 hours after
such default, this Agreement will terminate without liability to any
non-defaulting Underwriter or CMHC. In the event of a default by any Underwriter
as set forth in this Section 10, which shall not cause this Agreement to be
terminated, either CMHC or the Representatives shall have the right to postpone
the Closing Date for such period, not exceeding seven days, as the
Representatives shall determine in order that the required changes in the
Registration Statement and the Final Prospectus or in any other documents or
arrangements may be effected. Nothing contained in this Agreement shall relieve
any defaulting Underwriter of its liability, if any, to CMHC and any
nondefaulting Underwriter for damages occasioned by its default hereunder.
11. TERMINATION. This Agreement shall be subject to termination in the
absolute discretion of CMHC or the Representatives, by notice given to CMHC or
the Representatives, as the case may be, prior to delivery and payment for the
Securities, if prior to that time, there shall have occurred such a change in
national or international financial, political or economic conditions or
currency exchange
17
rates or exchange controls which, in the reasonable judgment of the
Representatives or CMHC, as the case may be, is material and adverse and such
changes, singly or together with any other such change, makes it, in the
reasonable judgment of the Representatives or CMHC, as the case may be,
impracticable to market the Securities on the terms and in the manner
contemplated in the Final Prospectus. Notwithstanding any such termination, the
provisions of Sections 8, 9, 12 and 16 hereof shall remain in effect.
12. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective
agreements, representations, warranties, indemnities and other statements of
CMHC or its officers and of the Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or CMHC or any of the
officers, directors or controlling persons referred to in Section 9 hereof, and
will survive delivery of and payment for the Securities.
13. STABILIZATION AND OVER-ALLOTMENT. Any over-allotment or
stabilization transaction by the Underwriters in connection with the
distribution of the Securities shall be effected by them on their own behalf and
not as agents of CMHC, and any gain or loss arising therefrom shall be for their
own account. The Underwriters acknowledge that CMHC has not been authorized to
issue Securities in excess of the principal amount set forth in Schedule I
hereto. The Underwriters also acknowledge that CMHC has not authorized the
carrying out by the Underwriters of stabilization transactions other than in
conformity with applicable rules, including those made pursuant to the FSMA and
Regulation M promulgated by the Commission (if applicable).
14. NOTICES. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives or the
Underwriters, will be mailed, delivered or telegraphed and confirmed to them, at
the address specified in Schedule I hereto; or, if sent to CMHC, will be mailed,
delivered or telegraphed and confirmed to it at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ attention of the Treasurer.
15. SUCCESSORS. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 9 hereof, and no
other person will have any right or obligation hereunder.
16. APPLICABLE LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.
18
17. ADVERTISEMENTS. All advertisements of the Securities shall be
published in a form or forms and manner to which CMHC consents in writing prior
to the date of publication. CMHC may withhold its consent in its discretion
regarding the use of any symbol in any such advertisement and the publication in
which such advertisement is to appear.
18. TIME OF THE ESSENCE. Time shall be of the essence in this
Agreement.
19. COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
19
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Underwriters.
Very truly yours,
CANADA MORTGAGE AND HOUSING
CORPORATION
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Treasurer
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Manager, Funding
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
DEUTSCHE BANK SECURITIES INC.
THE TORONTO-DOMINION BANK
By: THE TORONTO-DOMINION BANK
By /s/ ▇▇▇ ▇▇▇▇▇
------------------------------
Name: ▇▇▇ ▇▇▇▇▇
Title: Managing Director,
Fixed Income Origination
& Syndication
Acting on behalf of
themselves and the other several
Underwriters named in Schedule II
to the foregoing Agreement.
20
SCHEDULE I
Representatives: Deutsche Bank Securities Inc.
The Toronto-Dominion Bank
Title, Issue Price and Description of Securities:
Title: 3.375% United States Dollar Bonds due
December 1, 2008
Principal amount: U.S.$500,000,000
Issue price: 99.734% of the principal amount (plus
accrued interest, if any, from November 25,
2003)
Underwriting Commissions: 0.10% of the principal amount
Sinking fund provisions: N/A
Redemption provisions: None, unless certain events occur involving
Canadian taxation
Interest Payment Dates: June 1 and December 1 of each year,
commencing June 1, 2004 (May 15 and
November 15 record dates)
Fiscal Agency Agreement: Fiscal Agency Agreement dated as of November
25, 2003 between CMHC and Royal Bank of
Canada, London Branch
Closing Date, Time and Location: November 25, 2003 at 9 a.m., Ottawa time, at
the offices of CMHC, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇.
Notices to Representatives or Underwriters:
▇/▇ ▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇/▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇
Method of Payment: Immediately available U.S. dollar funds
Registration Statement containing most recent form of Prospectus:
Registration Statement No. 333-107880
21
SCHEDULE II
Principal Amount of
Underwriter Address Securities to be Purchased
----------- ------- --------------------------
Deutsche Bank Securities Inc. ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ $200,000,000
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
The Toronto-Dominion Bank Triton Court 200,000,000
▇▇/▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Canadian Imperial Bank of Commerce, London Cottons Centre 15,000,000
Branch ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
England
Merrill Lynch, Pierce, ▇▇▇▇▇▇ 4 World Financial Center 15,000,000
& ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
RBC Dominion Securities Corporation One Liberty Plaza, 2nd Floor 15,000,000
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇) Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ 15,000,000
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
The Bank of ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ 10,000,000
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
National Bank Financial Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 10,000,000
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
BNP Paribas Securities Corp ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 5,000,000
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Casgrain & Company (USA) Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇ 5,000,000
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇
Credit Suisse First Boston LLC Eleven Madison Avenue 5,000,000
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
HSBC Securities (USA) Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Tower 10 5,000,000
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
2
Principal Amount of
Underwriter Address Securities to be Purchased
----------- ------- --------------------------
Total.................................... U.S.$500,000,000
3
SCHEDULE III
CANADA MORTGAGE AND HOUSING CORPORATION
U.S. $500,000,000 3.375% BONDS DUE DECEMBER 1, 2008
INITIAL ALLOTMENT DISTRIBUTION REPORT
NORTH AMERICA
ASIA AND AUSTRALIA LATIN AMERICA EUROPE, MIDDLE EAST
(INCLUDES JAPAN DOMESTIC) (INCLUDES CANADA DOMESTIC) AND AFRICA
----------------------------- ------------------------------ -----------------------------
NO. OF ORDER SIZE NO. OF ORDER SIZE NO. OF ORDER SIZE
TYPE OF INVESTOR SALES $ AMOUNT RANGE SALES $ AMOUNT RANGE SALES $ AMOUNT RANGE
---------------- ------ -------- ---------- ------ -------- ---------- ------ -------- ----------
Bank Portfolios
------ -------- ---------- ------ -------- ---------- ------ -------- ----------
Central Banks
------ -------- ---------- ------ -------- ---------- ------ -------- ----------
Government Funds
- Central/State
- Local
------ -------- ---------- ------ -------- ---------- ------ -------- ----------
Individuals
------ -------- ---------- ------ -------- ---------- ------ -------- ----------
Insurance Companies
- Life
- Casualty
------ -------- ---------- ------ -------- ---------- ------ -------- ----------
Investment Managers
- Bank/Trust
- Others
------ -------- ---------- ------ -------- ---------- ------ -------- ----------
Pension Funds
- Government
- Corporate
------ -------- ---------- ------ -------- ---------- ------ -------- ----------
Broker/Dealers
------ -------- ---------- ------ -------- ---------- ------ -------- ----------
Corporate
====== ======== ========== ====== ======== ========== ====== ======== ==========
TOTAL SALES
-------------------------------
NO. OF ORDER SIZE
TYPE OF INVESTOR SALES $ AMOUNT RANGE
---------------- ------ -------- ----------
Bank Portfolios
------ -------- ----------
Central Banks
------ -------- ----------
Government Funds
- Central/State
- Local
------ -------- ----------
Individuals
------ -------- ----------
Insurance Companies
- Life
- Casualty
------ -------- ----------
Investment Managers
- Bank/Trust
- Others
------ -------- ----------
Pension Funds
- Government
- Corporate
------ -------- ----------
Broker/Dealers
------ -------- ----------
Corporate
====== ======== ==========
CANADA MORTGAGE AND HOUSING CORPORATION
U.S. $500,000,000 3.375% BONDS DUE DECEMBER 1, 2008
INITIAL ALLOTMENT DISTRIBUTION REPORT (CONTINUED)
CANADA DOMESTIC JAPAN DOMESTIC
--------------------------------- ----------------------------------
NO. OF ORDER SIZE NO. OF ORDER SIZE
TYPE OF INVESTOR SALES $ AMOUNT RANGE TYPE OF INVESTOR SALES $ AMOUNT RANGE
---------------- ------ -------- ---------- ---------------- ------ -------- ----------
Bank Portfolios Bank Portfolios
------ -------- ---------- ------ -------- ----------
Central Bank
------ -------- ----------
Government Funds Government Funds
- Provincial - Central/Prefecture
- Local - Local
------ -------- ---------- ------ -------- ----------
Individuals Individuals
------ -------- ---------- ------ -------- ----------
Insurance Companies Insurance Companies
- Life - Life
- Casualty - Casualty
------ -------- ---------- ------ -------- ----------
Investment Managers Investment Managers
- Bank/Trust - Bank/Trust
- Others - Others
------ -------- ---------- ------ -------- ----------
Pension Funds Pension Funds
- Government - Government
- Corporate - Corporate
------ -------- ---------- ------ -------- ----------
Broker/Dealers Broker/Dealers
------ -------- ---------- ------ -------- ----------
Corporate Corporate
====== ======== ========== ====== ======== ==========
CANADA MORTGAGE AND HOUSING CORPORATION
U.S. $500,000,000 3.375% BONDS DUE DECEMBER 1, 2008
SECONDARY MARKET DISTRIBUTION REPORT FOR THE PERIOD FROM ___________________ TO
___________________
NORTH AMERICA
ASIA AND AUSTRALIA LATIN AMERICA EUROPE, MIDDLE EAST
(INCLUDES JAPAN DOMESTIC) (INCLUDES CANADA DOMESTIC) AND AFRICA
----------------------------- ------------------------------ -----------------------------
NO. OF ORDER SIZE NO. OF ORDER SIZE NO. OF ORDER SIZE
TYPE OF INVESTOR SALES $ AMOUNT RANGE SALES $ AMOUNT RANGE SALES $ AMOUNT RANGE
---------------- ------ -------- ---------- ------ -------- ---------- ------ -------- ----------
Bank Portfolios
------ -------- ---------- ------ -------- ---------- ------ -------- ----------
Central Banks
------ -------- ---------- ------ -------- ---------- ------ -------- ----------
Government Funds
- Central/State
- Local
------ -------- ---------- ------ -------- ---------- ------ -------- ----------
Individuals
------ -------- ---------- ------ -------- ---------- ------ -------- ----------
Insurance Companies
- Life
- Casualty
------ -------- ---------- ------ -------- ---------- ------ -------- ----------
Investment Managers
- Bank/Trust
- Others
------ -------- ---------- ------ -------- ---------- ------ -------- ----------
Pension Funds
- Government
- Corporate
------ -------- ---------- ------ -------- ---------- ------ -------- ----------
Broker/Dealers
------ -------- ---------- ------ -------- ---------- ------ -------- ----------
Corporate
====== ======== ========== ====== ======== ========== ====== ======== ==========
TOTAL SALES
-------------------------------
NO. OF ORDER SIZE
TYPE OF INVESTOR SALES $ AMOUNT RANGE
---------------- ------ -------- ----------
Bank Portfolios
------ -------- ----------
Central Banks
------ -------- ----------
Government Funds
- Central/State
- Local
------ -------- ----------
Individuals
------ -------- ----------
Insurance Companies
- Life
- Casualty
------ -------- ----------
Investment Managers
- Bank/Trust
- Others
------ -------- ----------
Pension Funds
- Government
- Corporate
------ -------- ----------
Broker/Dealers
------ -------- ----------
Corporate
====== ======== ==========
CANADA MORTGAGE AND HOUSING CORPORATION
U.S. $500,000,000 3.375% BONDS DUE DECEMBER 1, 2008
SECONDARY MARKET DISTRIBUTION REPORT FOR THE PERIOD FROM _______________ TO
_______________(CONTINUED)
CANADA DOMESTIC JAPAN DOMESTIC
--------------------------------- ----------------------------------
NO. OF ORDER SIZE NO. OF ORDER SIZE
TYPE OF INVESTOR SALES $ AMOUNT RANGE TYPE OF INVESTOR SALES $ AMOUNT RANGE
---------------- ------ -------- ---------- ---------------- ------ -------- ----------
Bank Portfolios Bank Portfolios
------ -------- ---------- ------ -------- ----------
Central Bank
------ -------- ---------- ------ -------- ----------
Government Funds Government Funds
- Provincial - Central/Prefecture
- Local - Local
------ -------- ---------- ------ -------- ----------
Individuals Individuals
------ -------- ---------- ------ -------- ----------
Insurance Companies Insurance Companies
- Life - Life
- Casualty - Casualty
------ -------- ---------- ------ -------- ----------
Investment Managers Investment Managers
- Bank/Trust - Bank/Trust
- Others - Others
------ -------- ---------- ------ -------- ----------
Pension Funds Pension Funds
- Government - Government
- Corporate - Corporate
------ -------- ---------- ------ -------- ----------
Broker/Dealers Broker/Dealers
------ -------- ---------- ------ -------- ----------
Corporate Corporate
====== ======== ========== ====== ======== ==========
