CCDQ Covered Bond (Legislative) Guarantor Limited Partnership (the “Guarantor”) is a limited partnership formed on July 3, 2013 and existing under the Limited Partnerships Act (Ontario) with a business identification number of 230672370. The head office and principal place of business of the Guarantor is 214 Montreal Road, 3rd floor, Ottawa, Ontario, K1L 8L8, the registered office of the Guarantor is Suite 5300, Toronto Dominion Bank Tower, Toronto, Ontario, M5K 1E6 and the telephone contact number is 416-362-1812. The Guarantor is governed by the Limited Partnership Agreement (see “Summary of the Principal Documents – Limited Partnership Agreement”).
Description of Limited Partnership
Pursuant to the terms of the Limited Partnerships Act (Ontario), a limited partner in a limited partnership is liable for the liabilities, debts and obligations of the partnership, but only to the extent of the amount contributed by it or agreed to be contributed by it to the partnership, unless, in addition to exercising rights and powers as a limited partner, the limited partner takes part in the control of the business of the partnership. Subject to applicable law, limited partners will otherwise have no liability in respect of the liabilities, debts and obligations of the partnership. Each general partner will have unlimited liability for an obligation of the partnership unless the holder of such obligation agrees otherwise.
Business of the Guarantor
The Guarantor is a special purpose vehicle whose only business is to carry on activities that facilitate the Programme by (a) entering into the Intercompany Loan Agreement and accepting Capital Contributions from its partners; (b) using the proceeds from the Intercompany Loan and Capital Contributions (i) to purchase the Covered Bond Portfolio consisting of Loans and their Related Security from the Seller in accordance with the terms of the Hypothecary Loan Sale Agreement and New Loans and their Related Security pursuant to the terms of the Hypothecary Loan Sale Agreement; and/or (ii) to invest in Substitute Assets in an amount not exceeding the prescribed limit under the CMHC Guide, and/or (iii) subject to complying with the Asset Coverage Test (as described below) to make Capital Distributions to the Limited Partner; and/or (iv) to make deposits of the proceeds in the Guarantor Accounts (including, without limitation, to fund the Reserve Fund and the Pre-Maturity Liquidity Ledger (in each case to an amount not exceeding the prescribed limit); and/or (c) arranging for the servicing of the Loans and their Related Security by the Servicer;
and/or (d) entering into the Trust Deed, giving the Covered Bond Guarantee and entering into the Security Agreements; and/or (e) entering into the Transaction Documents to which it is a party; and (f) performing its obligations thereunder and in respect thereof and doing all things incidental or ancillary thereto.
The Guarantor has not, since its formation, engaged in, and will not, while there are Covered Bonds outstanding, engage in any material activities other than activities relating to the business of the Guarantor described above and/or incidental or ancillary thereto. The Guarantor and its general partners are not required by applicable Canadian law (including the Limited Partnerships Act (Ontario)) to publish any financial statements.
The Guarantor has no employees.
Partners of the Guarantor
As of the date of this Base Prospectus, the partners (the “Partners”) of the Guarantor are:
CCDQ CB (Legislative) Managing GP Inc., as the managing general partner (the “Managing GP”), a wholly owned subsidiary corporation of the Federation incorporated June 19, 2013 under the laws of Canada with a business identification number of 809167737RC0001 as a special purpose entity to be the managing general partner of the Guarantor, with its head office and principal place of business at 214 Montreal Road, 3rd floor, Ottawa, Ontario, K1L 8L8 and registered office at Suite 5300, Toronto Dominion Bank Tower, Toronto, Ontario, M5K 1E6 and the telephone contact number is 416-362-1812;
8560129 Canada Inc., as the liquidation general partner (the “Liquidation GP”), a corporation incorporated June 19, 2013 under the laws of Canada with a business identification number of 805761640RC0001 as a special purpose entity to be the liquidation general partner of the Guarantor, with its registered office at 66 Wellington Street West, Suite 5300, TD Bank Tower, Toronto, Ontario, Canada, M5K 1E6; and
The Federation, with a business identification number of 1160196300, as the sole limited partner.
The Capital Contribution Balance of each of the Partners is recorded in the Capital Account Ledger. As of the date of this Base Prospectus, the Federation holds substantially all of the capital in the Guarantor with the Managing GP and the Liquidation GP each holding a nominal interest in the Guarantor.
Each of the Partners has covenanted in the Limited Partnership Agreement that, except as provided in the Transaction Documents, it will not sell, transfer, convey, create or permit to arise any security or real right on, declare a trust over, create any beneficial interest in or otherwise dispose of its interest in the Guarantor without the prior written consent of the Guarantor and, while there are Covered Bonds outstanding, the Bond Trustee.
Directors of the Partners of the Guarantor
The following table sets out the directors of the Managing GP and the Liquidation GP (and their respective business addresses and occupations).
Directors of the Managing GP
Name Business Address Business Occupation
Pascal Gauthier 214 Montreal Road, 3rd floor, Ottawa, Ontario, K1L 8L8
Development Advisor, Fédération des caisses Desjardins du Québec (Ontario Regional Office)
Alain Leprohon 1 Complexe Desjardins, South Tower, 40th floor, Montréal, Québec H5B 1B2
Executive Vice-President, Finance, Treasury and Administration and Chief Financial Officer of Desjardins Group
Each of the directors of the Managing GP are officers and/or employees of the Federation.
Directors of the Liquidation GP
Name Business Address Business Occupation
Toni De Luca 1500 Robert-Bourassa Boulevard, 7th floor, Montréal, Québec
H3A 3S8
Senior Vice President, Corporate Trust North America
Computershare Trust Company of Canada
Charles Eric Gauthier 1500 Robert-Bourassa Boulevard, 7th floor, Montréal, Québec
H3A 3S8
Director, Risk, Compliance and Special Projects - Corporate Trust
Computershare Trust Company of Canada
Each of the directors of the Liquidation GP is independent of the Federation.
Governance of the Guarantor
Pursuant to the terms of the Limited Partnership Agreement, the Managing GP manages the business and affairs of the Guarantor, acts on behalf of the Guarantor, makes decisions regarding the business of the Guarantor and has the authority to bind the Guarantor in respect of any such decision. The Managing GP is required to exercise its powers and discharge its duties honestly, in good faith and in the best interests of the Guarantor, and to exercise the care, diligence and skill of a reasonably prudent person in comparable circumstances. The authority and power vested in the Managing GP to manage the business and affairs of the Guarantor includes all authority necessary or incidental to carry out the objects, purposes and business of the Guarantor, including the ability to engage agents to assist the Managing GP to carry out its management obligations and administrative functions in respect of the Guarantor and its business.
Except in certain limited circumstances (described below under “Withdrawal or Removal of the General Partners”), the Liquidation GP will not generally take part in managing the affairs and business of the Guarantor. However, the Liquidation GP’s consent will be required for a voluntary wind up or dissolution of the Guarantor.
Each of the Partners has agreed that it will not, for so long as there are Covered Bonds outstanding, terminate or purport to terminate the Guarantor or institute any winding-up, administration, insolvency or other similar proceedings against the Guarantor.
Furthermore, the Partners have agreed, among other things, except as specifically otherwise provided in the Transaction Documents, not to demand or receive payment of any amounts payable by the Guarantor (or the Cash Manager on its behalf) or the Bond Trustee unless all amounts then due and payable by the Guarantor to all other creditors ranking higher in the relevant Priorities of Payment have been paid in full.
Potential Conflict of Interest
All of the directors of the Managing GP are officers or employees of the Issuer or affiliates of the Issuer. As at the date of this Base Prospectus, there are no potential conflicts of interest between the duties owed to the Guarantor by any of the directors of the Managing GP or by any of the directors of the Liquidation GP or by any of the directors of the Issuer and their private interests or other duties.
Reimbursement of General Partners
The Guarantor is obliged to reimburse the Managing GP and Liquidation GP for all out-of-pocket costs and expenses incurred on behalf of the Guarantor by the Managing GP or Liquidation GP in the performance of their duties under the Limited Partnership Agreement.
Liability of the Limited Partners of the Guarantor
The Guarantor operates in a manner so as to ensure, to the greatest extent possible, the limited liability of the limited partner(s).
Limited partner(s) may lose their limited liability in certain circumstances. If limited liability is lost by reason of the negligence of the Managing GP or Liquidation GP, as the case may be, in performing its duties and obligations under the Limited Partnership Agreement, in each case, as determined by a court of competent jurisdiction in a final non-appealable decision, the Managing GP or the Liquidation GP, as applicable, shall indemnify the limited partner(s) against all claims arising from assertions that their respective liabilities are not limited as intended by the Limited Partnership Agreement. However, since the Managing GP and the Liquidation GP have no significant assets or financial resources, any indemnity from them may have nominal value.
Withdrawal or Removal of the General Partners
The Managing GP or Liquidation GP may resign as managing general partner or liquidation general partner, as the case may be, on not less than 180 days’ prior written notice to the Partners and the Bond Trustee, provided that neither the Managing GP nor Liquidation GP will resign if the effect would be to dissolve the Guarantor. In the event that the Liquidation GP resigns as liquidation general partner, the Managing GP shall use its best commercially reasonable efforts to, without delay, find a replacement liquidation general partner acceptable to the limited partner(s) of the Guarantor and the Bond Trustee, to accept the role of liquidation general partner formerly held by the Liquidation GP and acquire a general partner interest in the Guarantor.
In the event the Managing GP resigns, an Issuer Event of Default occurs, or a winding-up or insolvency of the Managing GP occurs, the Managing GP shall forthwith, or in the case of resignation at the expiry of the notice period described above, cease to be the managing general partner of the Guarantor and the Liquidation GP shall assume the role and responsibilities (but not the interest in the Guarantor) of the Managing GP (until a replacement managing general partner is appointed in accordance with the terms of the Limited Partnership Agreement) and continue the business of the Guarantor as Managing GP.
If at any time the Liquidation GP becomes the Managing GP pursuant to the foregoing, it may appoint a replacement Managing GP acceptable to the limited partner(s) of the Guarantor and the Bond Trustee to act as Managing GP and acquire a general partner interest in the Guarantor. Following the appointment of the replacement Managing GP pursuant to the foregoing, the replacement Managing GP shall have the powers, duties and responsibilities of the Managing GP of the Guarantor and the Liquidation GP shall resume its role, as it was, prior to assuming the role and responsibility of the Managing GP.