Securities Law & Instruments

Headnote

Application for a decision, pursuant to section 5.1 of OSC Rule 48-501, exempting the applicants from trading restrictions imposed by section 2.2 of OSC Rule 48-501. Decision granted.

Rule Cited

Ontario Securities Commission Rule 48-501 -- Trading During Distributions, Formal Bids and Share Exchange Transactions.

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act") AND ONTARIO SECURITIES COMMISSION RULE 48-501 TRADING DURING DISTRIBUTIONS, FORMAL BIDS AND SHARE EXCHANGE TRANSACTIONS (the "Rule") AND IN THE MATTER OF CANADIAN IMPERIAL BANK OF COMMERCE AND THE PERSONS AND COMPANIES LISTED IN ANNEX A (COLLECTIVELY, THE "APPLICANTS")

DECISION (Section 5.1 of the Rule)

UPON the Director (as defined in the Act) having received the an application (the "Application") from the Applicants for a decision (or its equivalent) pursuant to Section 5.1 of the Rule, exempting Canadian Imperial Bank of Commerce (the "Bank"), all affiliates of the Bank (each individually, an "Affiliate" and collectively, the "Affiliates"), including the Applicants, and any person or company that is an insider of the Bank (each individually, an "Insider" and collectively, the "Insiders"), as applicable, from the trading restrictions imposed on issuer-restricted persons by section 2.2 of the Rule;

AND UPON considering the Application and the recommendation of staff of the Ontario Securities Commission (the "Commission");

AND UPON the Applicants having represented to the Director that:

Background of the Applicants

1. The Bank is a Schedule I bank under the Bank Act (Canada). The principal executive offices of the Bank and the Bank's head office are located at Commerce Court, 199 Bay Street, Toronto, Ontario, M5L 1A2. The common shares of the Bank ("CIBC Shares") are listed for trading on both the Toronto Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE").

2. Each of the other Applicants, other than the Bank, CIBC Mellon Trust Company and CIBC Mellon Global Securities Services Company, is a director or indirect wholly-owned subsidiary of the Bank.

3. The Bank and CIBC World Markets Inc. ("CIBC World Markets") effect trades in CIBC Shares for their own accounts and for the accounts of their clients, for the purpose of hedging positions (or adjusting or liquidating existing hedge positions) of the Bank, the Affiliates and of their clients. In addition, to hedge its economic exposure arising from the issuance of structured notes that it may issue from time to time and that are linked to baskets or indices that include CIBC Shares, the Bank may enter into hedging transactions in CIBC Shares at the time of the issuance of the structured notes and/or over the life of such structured notes.

4. CIBC World Markets is the designated market maker on the TSX for certain exchange-traded funds ("ETFs") and may also trade certain ETFs which may include CIBC Shares. The traded ETFs for which CIBC World Markets is the market maker generally consist of 10 or more securities and CIBC Shares comprise less than 10% of the value of each such ETF. These ETFs are listed solely on Canadian exchanges. In order to appropriately hedge its positions in ETFs for which CIBC World Markets acts as a market maker, CIBC World Markets may effect trades in the securities that are components of the applicable ETFs, including CIBC Shares.

5. During the restricted period (the "Restricted Period") these hedging and other transactions with respect to ETFs will be effected exclusively on the TSX or other exchanges or automated trading systems ("ATSs") in Canada, and all such transactions will be entered into in the ordinary course of business and not in the contemplation or facilitation of the Bank's proposed acquisition (the "Proposed Acquisition") of PrivateBancorp Inc. ("PrivateBancorp").

6. The Bank and certain of its Affiliates, including the Applicants indicated by a checkmark under the column "Dealer" in Annex A, (each individually, a "Dealer" and collectively, "Dealers") engage in discount brokerage and/or full-service brokerage activities for their clients through ordinary client facilitation and related services. The discount brokerage division engages only in unsolicited brokerage activities, while the full service brokerage division provides additional services, including discussions with clients regarding investment strategies (including with respect to CIBC Shares) and solicited and unsolicited brokerage activities. The Dealers also effect transactions in CIBC Shares for their own principal accounts in order to facilitate unsolicited client transactions. The Dealers may accomplish these activities by engaging in direct buying and selling of CIBC Shares or relaying buy and sell orders for CIBC Shares to unaffiliated third parties. These activities are conducted primarily in Canada, except that these transactions may be routed to the Bank's subsidiaries in the United States for best execution considerations.

7. The Dealers also engage in discount brokerage and full-service brokerage activities for their clients through ordinary client facilitation and related services. The Dealers may accomplish these activities by relaying buy and sell orders for CIBC Shares to CIBC World Markets or unaffiliated third parties.

8. The Bank and certain Affiliates, including the Applicants indicated by a checkmark under the column "Asset Manager" in Annex A (each individually, an "Asset Manager" and collectively, the "Asset Managers"), each provides advisory or sub-advisory services on a discretionary basis to clients who have granted the Asset Managers discretionary investment authority over the assets in the clients' accounts (each, a "Managed Account"), and who have consented, in writing, to allow the Asset Managers to exercise such discretionary investment authority to purchase CIBC Shares on behalf of the Managed Accounts.

9. The Bank and certain Affiliates, including the Applicants indicated by a checkmark under the column "Investment Fund Manager" in Annex A (each individually, an "IFM" and collectively, the "IFMs"), each manages investment funds that have an Independent Review Committee (an "IRC"), which has approved the purchase of CIBC Shares in the ordinary course (which would include the time period that would fall during the Restricted Period) in accordance with either section 6.2 of National Instrument 81-107 -- Independent Review Committee for Investment Funds or the terms and conditions of exemptive relief that has been granted by the Commission (each, an "Authorized CIBC Fund").

10. The Asset Managers and the IFMs manage assets of certain mutual funds, exchange-traded funds, pooled funds, individuals and other institutional accounts (such as corporations, trusts, pension plans, foundations, not-for-profit organizations and other affiliated and third-party investment management firms) (i.e., the Managed Accounts and the Authorized CIBC Funds). As part of their ordinary investment management activities on behalf of the Managed Accounts or the Authorized CIBC Funds, the Asset Managers and the IFMs, as applicable, may buy and sell CIBC Shares for certain of the Managed Accounts or Authorized CIBC Funds. Transactions undertaken by the Asset Managers and IFMs may be routed through certain Affiliates, including the Dealers, or to unaffiliated third parties, at the direction of the applicable Asset Manager.

11. The Bank and certain Affiliates, including the Applicants indicated by a checkmark under the column "Plan Facilitator" in Annex A (each individually, a "Plan Facilitator" and collectively, the "Plan Facilitators"), each purchases, or causes to be purchased, CIBC Shares on a regular basis on behalf of (i) persons or companies (including persons or companies that are Insiders) who are participants in a pension, benefit, incentive, compensation or similar plan of the Bank or an Affiliate, including those plans listed in Annex B (each individually, an "Employee Plan" and collectively, the "Employee Plans"); or (ii) the Managed Accounts, Authorized CIBC Funds or Insiders that are participants in the shareholder investment plan of the Bank available in respect of CIBC shares (the SIP", and together with the Employee Plans, the "Plans").

12. The Employee Plans are a combination of pension and supplemental executive retirement benefits, equity ownership and voluntary-participation savings programmes sponsored and administered by the Bank that are available to the employees of the Bank and the Affiliates. Plan participation is either by way of designation, compulsory or, in respect of the CIBC employee share purchase plan (the "ESPP"), voluntary participation and contribution of earnings by a pre-determined payroll deduction. Benefits and awards granted under the applicable Employee Plans are subject to requirements contained therein including, but not limited to, service, withdrawal restrictions, maturity and vesting restrictions. The Bank's obligation under the Employee Plans to deliver CIBC Shares is satisfied through purchases on the secondary market and by issuance from treasury.

13. The Bank operates the SIP to provide common shareholders residing in the United States with a means to receive additional CIBC Shares rather than cash dividends (the "Stock Dividend Option") and holders of CIBC Shares and CIBC Class A preferred shares residing in Canada with a means to receive dividends reinvested in CIBC Shares (the "DRIP Option") and to purchase additional CIBC common shares without paying brokerage commissions or service charges (the "Share Purchase Option"). The plan is only open to shareholders residing in Canada and the United States. The requirements of the SIP are satisfied either through open market share purchases of CIBC Shares by CIBC World Markets or through issuance of CIBC Shares from treasury.

14. The Plan Facilitators, from time to time, purchase, or cause to be purchased, CIBC Shares on the open market to facilitate the grant of awards or exercises pursuant to the terms of the Employee Plans or under the SIP. In respect of the Employee Plans, the Plan Facilitators make, or cause to be made, such purchases on a regular basis, depending on the applicable Employee Plan, solely to satisfy the Bank's obligation to deliver shares based on pre-determined payroll deductions of the employee or grants and exercise under the Plans. All purchases of CIBC Shares by, or on behalf of, the Plan Facilitators in connection with the Plans are in accordance with the terms and conditions of the applicable Plan.

15. The Bank and certain Affiliates, including the Applicants indicated by a checkmark under the column "Banking Entity" in Annex A (each individually, a "Banking Entity" and collectively, the "Banking Entities"), each provides retail and commercial banking services to its clients and engages in the marketing and sale of investment products to its clients, including funds that may hold CIBC Shares. In addition, certain of the Banking Entities provide investment advice and financial planning guidance to banking clients, and such advice and guidance may include information that would assist clients in determining whether to purchase or sell CIBC Shares. The transactions that may result from these market activities are effected on the TSX, the NYSE or other equity markets.

16. The Bank and certain Affiliates, including the Applicants indicated by a checkmark under the column "Trustee" and collectively, the "Trustees"), each acts as trustees, corporate service providers, administrators, executors or personal representatives of estates and trusts ("Estates and Trusts"). As part of their responsibilities, the Trustees sell CIBC Shares already held by Estates and Trusts and purchase CIBC Shares on a limited basis where permitted under applicable laws and with any required consents. Such activities are conducted in accordance with the Trustees' fiduciary duty to act in a manner that is in the best interests of the beneficiaries or grantors and to deal fairly, honestly and in good faith in doing so. The transactions that may result from these market activities may occur through the TSX, the NYSE or other equity markets.

17. The Bank and certain Affiliates, including the Applicants indicated by a checkmark under the column "Custodian" in Annex A (each individually, a "Custodian" and collectively, the "Custodians"), each engages in the provision of custody services, including the settlement of trades in CIBC Shares, which clients or third parties authorized by clients to operate their accounts, such as a client's investment advisor or manager, arrange to be executed with a third-party broker. In connection with such custody services, a Custodian may also perform ancillary services, such as acting as a trustee and purchasing or selling CIBC Shares upon the direction of their clients or the clients' investment advisors or managers (which may include effecting purchases or sales of shares in accordance with the trustee's fiduciary obligations). Any purchases or sales of CIBC Shares that a Custodian may engage in as a trustee are incidental to their function of providing custodial services to their clients. The Custodians do not have any discretion as to such purchases or sales and execute transactions either in accordance with their fiduciary obligations (as trustees) or upon specific directions of clients or their portfolio managers. The transactions that may result from these market activities may be effected on the TSX, the NYSE or other equity markets.

18. The Bank and certain Affiliates, including the Applicants indicated by a checkmark under the column "Securities Lending Agent" in Annex A (each individually, an "SLA" and collectively, the "SLAs"), each borrows and lends securities, including CIBC Shares, from and to clients as part of stock lending transactions in the ordinary course of business. In some circumstances, a client may purchase CIBC Shares from a third party in anticipation of lending them to an SLA, or a client may arrange for a third party to purchase CIBC Shares after the client has borrowed them from an SLA. In addition, certain subsidiaries of the Bank accept CIBC Shares as collateral for loans. In the event that the borrower defaults on a loan, such collateral may be foreclosed on and in some circumstances disposed of, including by selling it in the market. The transactions that may result from these market activities may be effected on the TSX, the NYSE or other equity markets.

19. The activities of the SLAs do not constitute bids for, purchases of or inducements to make bids for or purchases of CIBC Shares in the traditional sense. Nonetheless, in some circumstances (1) the activities of the SLAs could be construed as attempts to induce a bid or purchase because a client may purchase CIBC Shares from a third party in anticipation of lending them to an SLA, or a client may arrange for a third party to purchase CIBC Shares after the client has borrowed them from an SLA; and (2) the activities of the SLAs could be construed as attempts to induce a bid or purchase because the SLA may foreclose on collateral that includes CIBC Shares and dispose of it, including by selling it in the market.

20. An Insider may purchase CIBC Shares upon the exercise of their stock options and sell CIBC Shares to fund the exercise price. The vesting schedule of the stock options is pre-determined pursuant to the terms of the applicable Employee Plan. Insiders may also request an increase in their contributions or allocations in respect of the ESPP or effect transfers of existing investments into an investment in CIBC Shares, and such activities may result in the bidding for or purchase of CIBC Shares by such Insiders.

21. An insider who is not a reporting insider of the Bank (as that term is defined in NI 55-104 (each individually, a "Non-reporting Insider" and collectively, the "Non-reporting Insiders") may, in the normal course, transact in CIBC Shares in personal investment accounts in furtherance of their personal investment objectives. Such transactions are completed on an individual basis, outside of any Employee Plans or other plans sponsored by the Bank or an Affiliate and are subject to relevant "black-out periods" and restricted periods, as applicable, under the Bank's policies and procedures respecting information barriers and personal trading.

Normal Course Issuer Bid

22. The Bank operates a normal course issuer bid ("NCIB") to repurchase CIBC Shares for cancellation through the TSX, the NYSE and/or through a Canadian ATS. The Bank's NCIB is in compliance with the securities laws of Canada and the United States, as well as the rules of the TSX and NYSE. These rules are in place to prevent NCIBs from abnormally influencing the market price of an issuer's shares. The Bank is subject to annual and daily share repurchase limits in respect of its NCIB. Over a 12-month period, total shares repurchased must not exceed the greater of (i) 10% of the public float and (ii) 5% of common shares issued and outstanding. The Bank strictly abides by these repurchase limits. In addition, share repurchases made by the Bank must be made at a price which is not greater than the last independent trade of a board lot. CIBC World Markets has built NCIB-specific trading algorithms to ensure that NCIB repurchases are made at a price that is not greater than the last independent trade of a board lot. During the Restricted Period, the Bank will conduct repurchases under its NCIB only in accordance with the exemptive relief requested in this Application.

Information Barriers

23. The Bank has established information barrier policies and procedures ("Information Barriers P&P") in accordance with OSC Policy 33-601 -- Guidelines for Policies and Procedures Concerning Inside Information to prevent material non-public information from passing between the sales/trading areas and other areas of the Bank and the Affiliates. Accordingly, during restricted periods prior to announcements of earnings results or other material developments that have not yet become public, the Bank's traders and sales force who conduct trading activities are generally able to continue their market activities, although senior management may restrict such activities in extraordinary circumstances. The Bank will continue to maintain these policies and procedures during the distribution related to the Proposed Acquisition.

The Proposed Acquisition of PrivateBancorp

24. On June 29, 2016, the Bank, PrivateBancorp and CIBC Holdco Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Bank ("HoldCo"), entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which the Bank will acquire PrivateBancorp. Under the Merger Agreement, PrivateBancorp will merge with HoldCo, with HoldCo surviving the merger.

25. Headquartered in Chicago, through its subsidiary The PrivateBank and Trust Company, PrivateBancorp delivers customized business and personal financial services to middle-market companies, as well as business owners, executives, entrepreneurs and families across 34 offices in 12 states and, as of March 31, 2016, had US$17.7 billion in assets.

26. In connection with the Proposed Acquisition, subject to proration, equalizations and certain other limitations set forth in the Merger Agreement, each share of PrivateBancorp common stock (except for (x) shares of PrivateBancorp common stock owned by PrivateBancorp as treasury stock or owned by PrivateBancorp or the Bank (in each case other than shares of PrivateBancorp common stock (A) held in any employee benefit plans of PrivateBancorp or any of its subsidiaries or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted), and (y) each issued and outstanding share of PrivateBancorp common stock the holder of which has perfected his right to dissent under Delaware General Corporation Law and has not effectively withdrawn or lost such right as of the effective time of the Proposed Acquisition) shall be converted into the right to receive without interest, (i) 0.3657 CIBC Shares, and (ii) US$18.80 in cash.

27. The Proposed Acquisition is subject to the approval of PrivateBancorp stockholders. PrivateBancorp plans to mail the proxy statement/prospectus to its common stockholders as soon as practicable following the declaration of effectiveness of the registration statement referred to below, and the meeting of PrivateBancorp's stockholders to vote on whether to approve the Proposed Acquisition is expected to occur between 20 and 60 business days from the date of such mailing.

28. The CIBC Shares to be delivered in the Proposed Acquisition distribution will be registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, pursuant to a registration statement on Form F-4. An application will be made to list on the TSX and the NYSE the CIBC Shares issuable in the Proposed Acquisition and upon exercise of converted PrivateBancorp stock options and all other PrivateBancorp equity awards.

Trading Restrictions in Connection with the Proposed Acquisition

29. As a result of the pending distribution of CIBC Shares that is to be made by the Bank as consideration for PrivateBancorp's common stock (the "Merger Distribution"), each Applicant, each other Affiliate and each Insider will be an "issuer-restricted person" and, accordingly, will be subject to the trading restrictions that are imposed on issuer-restricted persons by section 2.2 of the Rule (the "IRP Trading Restrictions") during the Restricted Period.

30. The Restricted Period will begin on the date of dissemination of the proxy circular referred to above and end on the date on which the Proposed Acquisition is approved by the shareholders of PrivateBancorp or the Proposed Acquisition is terminated.

31. For greater certainty, none of the Dealers has been appointed by the Bank to be soliciting dealer or advisor in respect of obtaining security holder approval for the Proposed Acquisition, nor will any Dealer be either a related entity or acting jointly or in concert with any person or company acting in such capacity. As such, none of the Dealers will be a "dealer restricted person" as defined in the Rule.

Effects of the Trading Restrictions on the Bank, the Affiliates and the Insiders

32. In the absence of the exemption from the IRP Trading Restrictions that has been sought on behalf of the Asset Managers pursuant to the Application, an Asset Manager would be unable to continue bidding for and purchasing CIBC Shares, or to attempt to induce or cause any person or company to purchase CIBC Shares, on behalf of Managed Accounts during the Restricted Period.

33. In the absence of the exemption from the IRP Trading Restrictions that has been sought on behalf of the IFMs pursuant to the Application, an IFM would be unable to continue bidding for and purchasing CIBC Shares, or to attempt to induce or cause any person or company to purchase CIBC Shares, on behalf of Authorized CIBC Funds during the Restricted Period.

34. In the absence of the exemptions sought by the Asset Managers and the IFMs pursuant to the Application, an Asset Manager or an IFM may be precluded from discharging its fiduciary obligations to a Managed Account or to an Authorized CIBC Funds, as applicable, in accordance with their investment objectives during the Restricted Period even though CIBC Shares are a highly-liquid security.

35. In the absence of the exemption from the IRP Trading Restrictions that has been sought by the Plan Facilitators pursuant to the Application, a Plan Facilitator would be unable to continue bidding for or purchasing CIBC Shares on behalf of an Insider, a Managed Account, or an Authorized CIBC Fund, as applicable, or to attempt to induce or cause any person or company to purchase CIBC Shares, to facilitate the fulfilment of the obligations of the Bank to deliver CIBC Shares in accordance with the terms and conditions of the relevant Plan during the Restricted Period.

36. In the absence of the exemption from the IRP Trading Restrictions that has been sought by the Banking Entities, Trustees and Custodians pursuant to the Application, a Banking Entity, a Trustee or a Custodian, as the case may be, would be unable to continue bidding for and purchasing CIBC Shares, or to attempt to induce or cause any person or company to purchase CIBC Shares, in connection with providing ordinary course banking and financial services to its clients during the Restricted Period.

37. In the absence of the exemption from the IRP Trading Restrictions that has been sought by the SLAs pursuant to the Application, an SLA would be unable to continue bidding for and purchasing CIBC Shares, or to attempt to induce or cause any person or company to purchase CIBC Shares, incidental to providing ordinary course securities lending and borrowing services to its clients during the Restricted Period.

38. In the absence of the exemption from the IRP Trading Restrictions that has been sought on behalf of the Insiders pursuant to the Application, an Insider would be unable to continue bidding for and purchasing CIBC Shares, or to attempt to induce or cause any person or company to purchase CIBC Shares, in accordance with the terms and conditions of the Plans during the Restricted Period.

39. In the absence of the exemption from the IRP Trading Restrictions that has been sought on behalf of the Non-Reporting Insiders pursuant to the Application, a Non-Reporting Insider would be unable to continue bidding for and purchasing CIBC Shares, or to attempt to induce or cause any person or company to purchase CIBC Shares, for the account of such Non-Reporting Insider or an account over which such Non-Reporting Insider exercises direction or control during the Restricted Period.

40. In the absence of the exemption from the IRP Trading Restrictions that has been sought by the Dealers pursuant to the Application, a Dealer would be unable to continue bidding for and purchasing CIBC Shares, or to attempt to induce or cause any person or company to purchase CIBC Shares, for their own account or for accounts over which they exercise control or direction, for the account of the Bank, the Affiliates or the Insiders in connection with a Managed Account, an Authorized CIBC Fund, a Plan or the provision of banking and financial services in the ordinary course or incidental to provision of securities lending and borrowing services in the ordinary course, in connection with the Bank's NCIB or the provision of ordinary course market making, trading facilitation, hedging, index-related adjustments or brokerage services, as the case may be, during the Restricted Period.

41. In the absence of the exemption from the IRP Trading Restrictions that has been sought by the Bank pursuant to the Application, the Bank would be unable to continue bidding for and purchasing CIBC Shares, or to attempt to induce or cause any person or company to purchase CIBC Shares, in connection with its NCIB during the Restricted Period.

AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;

IT IS THE DECISION of the Director pursuant to section 5.1 of the Rule that for purposes of the Proposed Acquisition, the following are exempt from section 2.2 of the Rule:

(a) the bidding for or the purchasing of CIBC Shares by an Asset Manager on behalf of a Managed Account;

(b) the bidding for or the purchasing of CIBC Shares by an IFM on behalf of an Authorized CIBC Fund;

(c) the bidding for or the purchasing of CIBC Shares by a Plan Facilitator on behalf of an Insider that is a participant in an Employee Plan or a Managed Account, an Authorized CIBC Fund or an Insider that is a participant in the SIP, in each case in accordance with the terms and conditions of the relevant Plan;

(d) the bidding for or the purchasing of CIBC Shares by a Banking Entity in connection with the provision of retail and commercial banking services;

(e) the bidding for or the purchasing of CIBC Shares by a Trustee in connection with the provision of trusteeship services, corporate services, or administration, execution and personal representation of estates and trusts services;

(f) the bidding for or the purchasing of CIBC Shares by a Custodian in connection with the provision of custody services;

(g) the bidding for or the purchasing of CIBC Shares by an SLA in connection with the provision of securities lending and borrowing services;

(h) the bidding for or the purchasing of CIBC Shares by an Insider in accordance with the terms of a Plan;

(i) the bidding for or the purchasing of CIBC Shares by a Non-Reporting Insider for the account of such Non-Reporting Insider or an account over which such Non-Reporting Insider exercises direction or control;

(j) the bidding for or the purchasing of CIBC Shares by a Dealer for their own account or for accounts over which they exercise control or direction, for the account of the Bank, the Affiliates or the Insiders in connection with a Managed Account, an Authorized CIBC Fund, a Plan or the provision of banking and financial services in the ordinary course or incidental to provision of securities lending and borrowing services in the ordinary course, in connection with the Bank's NCIB or the provision of ordinary course market making, trading facilitation, hedging, index-related adjustments or brokerage services;

(k) the bidding for or the purchasing of CIBC Shares by the Bank in connection with the Bank's NCIB; and

(l) any activities conducted by the Bank, any Affiliate or any Insider that may be considered an attempt to induce or cause any person or company to purchase CIBC Shares in furtherance of any of the activities or actions set out in Paragraphs (a) to (k) above.

DATED this 15th day of August, 2016

"Susan Greenglass"
Director, Market Regulation Branch
Ontario Securities Commission

 

Annex A

APPLICANTS

 

Entity

Dealer

Asset Manager

Investment Fund Manager

Plan Facilitator

Banking Entity

Trustee

Custodian

Securities Lending Agent

 

1.

CIBC Asset Management Inc.

 

×

×

×

 

 

 

 

 

2.

CIBC Investor Services Inc.

×

 

 

 

×

 

 

 

 

3.

CIBC Securities Inc.{1}

×

 

 

 

 

 

 

 

 

4.

CIBC Trust Corporation

 

×

 

 

 

×

×

 

 

5.

CIBC World Markets Inc.

×

 

 

×

×

 

 

×

 

6.

CIBC World Markets Corp.

×

 

 

×

 

 

 

×

 

7.

AT Investment Advisers, Inc.

 

×

×

 

 

 

 

 

 

8.

Atlantic Trust Company, National Association

 

×

×

 

 

×

×

 

 

9.

Atlantic Trust Company of Delaware

 

×

 

 

 

×

×

 

 

10.

CIBC World Markets plc

×

 

 

 

×

 

×

 

 

11.

CIBC Mellon Global Securities Services Company

 

 

 

×

 

 

×

 

 

12.

CIBC Mellon Trust Company

 

 

×

 

 

×

 

 

{1} CIBC Securities Inc. is not permitted to trade in CIBC Shares (only mutual funds).

 

Annex B

EMPLOYEE PLANS

Country

Plan Name

Plan Type

Sponsor

Trustee

 

Canada

CIBC Pension Plan

Pension Plan

CIBC

CIBC Mellon

 

Canada

Supplemental Executive Retirement Plan

Pension Plan

CIBC

CIBC Mellon

 

Canada

Top-Up Retirement Plan

Pension Plan

CIBC

CIBC Mellon

 

Canada

Pension Plan for Employees of CIBC World Markets Inc.

Pension Plan

CIBC

CIBC Mellon

 

Canada

CIBC Employee Share Purchase Plan

Savings Plan

CIBC

Sun Life Financial Trust Inc.

 

Canada

CIBC Employee Stock Option Plan

Savings Plan

CIBC

N/A

 

United Kingdom

CIBC Retirement Savings Plan

Pension Plan

CIBC

Board of Trustees appointed by the Bank and member nominated.

 

United Kingdom

The CIBC Employee Share Purchase Plan

Savings Plan

CIBC

Capita IRG Trustees Limited

 

United Kingdom

CIBC Short Term Incentive Plan

Deferred Equity Plan

CIBC

N/A

 

United Kingdom

CIBC Annual Incentive Plan

Deferred Equity Plan

CIBC

N/A

 

Hong Kong / Singapore / Japan

CIBC Employee Share Purchase Plan

Savings Plan

CIBC

Sun Life Financial Trust Inc.