FORM 18-K/A
AMENDMENT NO. 3
For Foreign Governments and Political Subdivisions Thereof
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT
of
CANADA
(Name of Registrant)
Date of end of last fiscal year: March 31, 2009
SECURITIES REGISTERED *
(As of the close of the fiscal year)
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| | | Amounts as to | | Name of |
| | | which registration | | exchanges on |
| Time of issue | | is effective | | which registered |
| N/A | | N/A | | N/A |
Name and address of person authorized to receive notices
and communications from the Securities and Exchange Commission:
HIS EXCELLENCY THE HONOURABLE GARY DOER
Canadian Ambassador to the United States of America
Canadian Embassy
501 Pennsylvania Avenue, N.W.
Washington, D.C. 20001
Copies to:
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| WAYNE FOSTER | | GLENN CAMPBELL | | ROBERT W. MULLEN, JR. |
| Director | | Consul | | Milbank, Tweed, Hadley & |
| Financial Markets Division | | Consulate General of Canada | | McCloy LLP |
| Department of Finance, Canada | | 1251 Avenue of the Americas | | 1 Chase Manhattan Plaza |
| 20th Floor, East Tower | | New York, N.Y. 10020 | | New York, N.Y. 10005 |
| L’Esplanade Laurier | | | | |
| 140 O’Connor Street | | | | |
| Ottawa, Ontario K1A 0G5 | | | | |
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| * | | The Registrant is filing this amendment to its annual report on a voluntary basis. |
This amendment to Canada’s Annual Report on Form 18-K for the year ending March 31, 2009 is being filed to include as exhibits to such form (i) the Fiscal Agency Agreement dated as of June 29, 2010 among Canada, Citibank, N.A. and Citibank, N.A., London Branch, as fiscal agents, transfer agents, registrars and principal paying agents, (ii) the Distribution Agreement dated as of June 29, 2010 between Canada and Credit Suisse Securities (USA) LLC, as distributor, (iii) the Calculation Agency Agreement dated as of June 29, 2010 among Canada, Citibank, N.A. and Citibank, N.A., London Branch, as calculation agents, (iv) the Exchange Rate Agency Agreement dated as of June 29, 2010 between Canada and Citibank, N.A., as exchange rate agent, (v) the Opinion and Consent of Counsel, General Legal Services Division, Department of Finance, Canada, (vi) the Consent of Milbank, Tweed, Hadley & McCloy LLP, U.S. Counsel for Canada, and (vii) the Consent of Stikeman Elliott LLP, Canadian Counsel for the distributor, all of which were prepared in connection with the establishment of Canada’s medium-term note program (the “Canada Notes program”) described in Canada’s prospectus supplement dated June 29, 2010 (the “prospectus supplement”) to its prospectus dated December 24, 2008 (the “prospectus”) relating to bonds registered on Registration Statement No. 333-156346.
The exhibits to Canada’s Annual Report on Form 18-K for the year ended March 31, 2009 are hereby amended to include the following:
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| Exhibit J: | | Fiscal Agency Agreement |
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| Exhibit K: | | Distribution Agreement |
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| Exhibit L: | | Calculation Agency Agreement |
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| Exhibit M: | | Exchange Rate Agency Agreement |
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| Exhibit N: | | Opinion and Consent of Counsel, General Legal Services Division, Department of Finance, Canada |
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| Exhibit O: | | Consent of Milbank, Tweed, Hadley & McCloy LLP |
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| Exhibit P: | | Consent of Stikeman Elliott LLP |
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It is estimated that the expenses of Canada in connection with the sale of the Canada Notes will be as follows:
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| Filing Fee (assuming U.S.$2,887,687,425 aggregate principal amount of Canada Notes are sold pursuant to Canada’s Registration Statement No. 333-156346) | | | U.S.$113,486 | |
| Legal | | | 300,000 | |
| Reimbursement of Distributor’s Expenses | | | 100,000 | |
| Miscellaneous Expenses | | | 86,514 | |
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| Total | | | U.S.$600,000 | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 3 to its annual report to be signed on its behalf by the undersigned, thereunto duly authorized, at Ottawa, Canada, on the 29th day of June, 2010.
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| | CANADA | |
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| | By: | /s/ Clifton Lee-Sing | |
| | | Clifton Lee-Sing | |
| | | Chief
Reserves and Risk Management Section Financial Markets Division
Department of Finance, Canada | |
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EXHIBIT INDEX
Exhibit No.
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| J: | | Fiscal Agency Agreement |
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| K: | | Distribution Agreement |
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| L: | | Calculation Agency Agreement |
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| M: | | Exchange Rate Agency Agreement |
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| N: | | Opinion and Consent of Counsel, General Legal Services Division, Department of Finance, Canada |
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| O: | | Consent of Milbank, Tweed, Hadley & McCloy LLP |
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| P: | | Consent of Stikeman Elliott LLP |
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