Frequently Asked Questions (FAQ)

A.  About New Issues

1. What are New issues?
2. How do I find out about New Issue offerings in Canada?
3. What is a preliminary prospectus?
4. What is a final prospectus?
5. What is an 'Expression of Interest'?

B.  New Issues through TD Direct Investing

1. How many new issues does TD Direct Investing offer?
2. Can TD Direct Investing help me obtain a New Issue it doesn't offer?
3. Can I purchase a U.S. New Issue?
4. How is my eligibility to participate in a New Issue determined?
5. How are new issues allocated?
6. What are my chances of being allocated shares in a particular New Issue?
7. How can I increase my chances of my 'Expression of Interest' being filled?
8. How do I place my 'Expression of Interest' in a New Issue with TD Direct Investing?
9. Is there a minimum quantity that needs to be purchased?
10. Is commission charged when purchasing a New Issue?
11. Are new issues marginable?
12. When do I pay for my New Issue purchase?
13. What does the 'settlement date' of a new issue mean?
14. What does it mean when a New Issue is "contracted"?

C.  Using the New Issues Centre

1. Who can use the New Issues Centre?
2. How will I benefit from the New Issues Centre?
3. Where do I find a list of new issues currently available from TD Direct Investing within the Centre?
4. Where do I find a list of new issues that TD Direct Investing has offered in the past within the Centre?
5. Why are some new issues restricted to residents of a specific province?
6. How do I place my 'Expression of Interest' in a New Issue using the New Issues Centre?
7. Why must I keep my email address up-to-date?
8. How quickly will my 'Expression of Interest' in a new issue be acknowledged?
9. Where can I review my confirmation of my 'Expression of Interest'?
10. How quickly will I know what quantity I have been filled on?
11. Can I change or cancel my 'Expression of Interest' in a new issue once it has been submitted?

D.  About new issue email alerts

1. What is a new issue email alert?
2. What types of new issue email alerts are available?
3. Where do I register for new issue email alerts within the New Issues Centre?
4. How do I change my email address?
5. How do I unsubscribe for email notifications?

E.  Help

1. Where can I go for help about new issues or the New Issues Centre?

 A.  About new issues

 1.  What are new issues?

The term 'new issue' describes any security that's being offered to the public for the first time. New issues are offerings to the public of securities representing shares or debt securities of a company. Companies typically use new issues to raise capital for future business expansion, pay down debt or finance other corporate activities.

 2.  How do I find out about New Issue offerings in Canada?

For equity new issues, the first step to learning about a potential investment is to review the issuing company's Preliminary Prospectus. This document will be available online in the New Issues Centre for new issues offered through TD Direct Investing. Please note that this information is not normally required for fixed income new issues.

Documentation that is released to the public (in Canada) by a public corporation is displayed on the SEDAR Web site at www.sedar.com. This includes the financial statements, the preliminary prospectus and, eventually, a copy of the final prospectus.

 3.  What is a preliminary prospectus?

A preliminary prospectus is the first document filed with regulators and released to prospective investors by an underwriter of a new issue (where applicable). Investors should review this key document before deciding to place an 'Expression of Interest'. The preliminary prospectus offers information about the new issue, including financial details, information about risk and about the issuing company, but may not contain information, such as the final price, underwriters' fees and issue size. This information will appear in the final prospectus.

 4.  What is a final prospectus?

The final prospectus is a legal document describing securities being offered for sale to the public which is filed with the applicable provincial securities regulators and which supercedes the preliminary prospectus. It details all material information about the corporation and the security being issued, including the final price, underwriters' fees and issue size. The final prospectus must be made available to all clients who purchased shares of the new issue. For fixed income new issues, many issues are exempt from this regulation.

 5.  What is an 'Expression of Interest'?

An 'Expression of Interest' is a FIRM commitment to purchase a specific number of shares of a New Issue. The term 'Expression of Interest' is used for new issues within the securities industry. The word "order" is used after the securities begin trading publicly.

Placing an 'Expression of Interest'

• If you are ready to purchase a new issue, you must first place an 'Expression of Interest' for the quantity you want.
• TD Direct Investing generally allocates its available quantity of a new issue on a 'first come, first serve' basis among all the 'Expressions of Interest' it receives.
• Therefore, when placing an 'Expression of Interest' you must be willing to accept a fill, a partial fill or no fill at all on your order.
• When the allocation is complete, you'll receive confirmation of the quantity allotted to you within the New Issues Centre.

 B.  New Issues through TD Direct Investing

 1.  How many new issues does TD Direct Investing offer?

The New Issue Desk handles hundreds of New Issue deals per year. Clients are able to purchase a variety of Initial Public Offerings (IPOs) that include common shares, preferred shares, income trusts and fixed income products, as well as treasury and secondary offerings for equity securities that already trade in the marketplace.

 2.  Can TD Direct Investing help me obtain a new issue it doesn't offer?

TD Direct Investing often has access to new issues that may be available at the other major brokerages. In many cases, we are able to accommodate FIRM 'Expressions of Interest' on issues that we aren't actively selling. Please contact TD Direct Investing with the details, including the issue name, the lead underwriter, the issue price per share, the number of shares you are committed to buying, and your account information, and we will attempt to fill your 'Expression of Interest'.

 3.  Can I purchase a U.S. New Issue Canada?

In most circumstances, U.S. underwriters do not file the documentation required to allow them to market an issue in Canada. Therefore, most U.S. issues are not available to Canadian residents.

 4.  How is my eligibility to participate in a New Issue determined?

The basic eligibility requirements for new issues are:

 5.  How are new issues allocated?

Generally, we allocate shares on a 'first come, first serve basis'.

The decision to use other allocation models may be made in order to allow more clients to participate in an oversubscribed issue. In some cases where demand is very high, we may introduce a ceiling, or maximum number of shares per person or may allocate on a percentage basis.

 6.  What are my chances of being allocated shares in a particular New Issue?

The New Issues Centre is intended to provide eligible clients a potential means of participating in new issues. It is our goal to be able to fill a client's entire 'Expression of Interest', but when enough shares are not available, we will allocate shares equitably, using approved allocation methods, among as many clients as possible. When placing 'Expressions of Interest', you must be willing to accept a partial fill or perhaps no fill at all.

 7.  How can I increase my chances of my 'Expression of Interest' being filled?

Because we generally fill orders on a first come, first serve basis, you are encouraged to enter your 'Expression of Interest' as quickly as possible to increase the chances of receiving a fill or partial fill.

 8.  How do I express an interest in a New Issue?

TD Direct Investing provides you two ways to place your 'Expression of Interest' in a New Issue. You can use the New Issues Centre within WebBroker or contact us via telephone. Whether it's placed online or by telephone, your 'Expression of Interest' will be given the same fill priority.

 9.  Is there a minimum quantity that has to be purchased?

Yes. Generally the minimum quantity for an equity new issue is 'one board lot' or, in other words, 100 shares. For fixed income new issues, this minimum is $5,000 face value. If there is a higher (or lower) minimum purchase on a particular issue, it will be indicated in the terms of the offering within the New Issues Centre.

 10.  Is commission charged when purchasing a New Issue?

No. There is no commission charged to clients when purchasing a New Issue.

 11.  Are new issues marginable?

Yes, if the issue complies with the industry and our rules for granting margin on a security. Please contact us for information about any particular new issue.

 12.  When do I pay for my New Issue purchase?

All New Issue purchases must be paid for by the settlement date. This is the date set by the issuer and the lead underwriter.

 13.  What does the 'settlement date' of a new issue mean?

This is the date set by the issuer and the lead underwriter for the purchasers of the securities to take delivery and pay for those securities. The approximate settlement date for a new issue is known during the marketing period and gets finalized along with the final prospectus (when applicable).

 14.  What does 'contracted' mean?

New issue fills are normally 'contracted' into one's account only after the terms of the issue have been finalized and the Canadian securities regulators have approved the final prospectus. This takes place approximately one week prior to the settlement date.

 C.  Using the online New Issues Centre

 1.  Who can use the New Issues Centre?

Clients who have WebBroker online access will be able to access the New Issues Centre within WebBroker. You require your connect ID and password to login to WebBroker. When using the New Issues Centre for the first time, you will be asked to complete the registration process that includes agreeing to the New Issues Centre Terms and Conditions and creating a profile. If you do not have a WebBroker account, you can apply online or by calling us toll-free at 1-800-667-6299.

 2.  How will I benefit from using the New Issues Centre?

Once registered with the New Issues Centre, you will be able to:

• register for new issue email alerts
• view new issue offerings currently available through TD Direct Investing
• place your 'Expressions of Interest' online
• view confirmation of your 'Expressions of Interest'
• view a list of your current and past 'Expressions of Interest'
• view new issues previously offered through the Centre

 3.  Where do I find a list of new issues available within the New Issues Centre?

Within the New Issues Centre, simply click on 'Current Offerings' on the top navigation menu to view the new issues currently being offered.

 4.  How do I find a list of the new issues TD Direct Investing has offered in the past?

Within the WebBroker New Issues Centre, select 'Historical Offerings' to review new issues offerings we have made available in the past.

 5.  Why are some new issues restricted to residents of a specific province?

The underwriters of a new issue may choose to only file the Prospectus in selected provinces or territories. In these cases, only residents of those jurisdictions may participate in that new issue offering.

 6.  How do I place my 'Expression of Interest' in a New Issue online?

When you select the New Issues Centre, you will be presented with a list of new issues currently available through us. To view additional information about a particular New Issue, simply click on the one you wish to review. To place your Expression of Interest, follow these four easy steps:

1. From the new issues Detail Screen, select the 'Place Expression of Interest' button
2. Complete the required information on the 'Expression Entry' screen
3. Verify your 'Expression of Interest'
4. Place your 'Expression of Interest'

You may also place your 'Expressions of Interest' by contacting us via telephone. Whether it's placed online or by telephone, your 'Expression of Interest' will be given the same fill priority.

 7.  Why must I keep my email address up-to-date within the New Issues Centre?

We require you to provide us your email address so that we can send you important information and updates about new issues and the 'Expressions of Interest' that you place. To change your email address, select "Update Profile" within the Centre.

 8.  How quickly will my 'Expression of Interest' in a New Issue be acknowledged?

Acknowledgement of your 'Expression of Interest' will usually be posted to the New Issues Centre by 6:00 p.m. ET at the end of the next business day.

 9.  Where can I review my confirmation of my 'Expression of Interest'?

You will be able to view confirmation of your 'Expressions of Interest' within the New Issues Centre under 'List Expressions.' If you are registered for the New Issues Centre and place your 'Expression of Interest' by telephone, you will also be able to view the acknowledgement online.

 10.  How quickly will I know what quantity I have been filled on?

Once the New Issue offering has been closed and the allocation completed, you will be able to view your confirmed order by selecting 'List Expressions' within the New Issues Centre. Your 'Expressions of Interest' will be listed under the following headings: 'Request' reflects the amount of the New Issue you requested, 'Allocated' reflects the amount of your order that was filled. 'Status' indicates what stage your order is at whether open, pending, closed, rejected or cancelled.

Although TD Direct Investing attempts to fill requests for new issues, there may be times when there are not enough shares of an issue to meet all 'Expressions of Interest'. When placing 'Expressions of Interest', you must be willing to receive either a partial fill or no fill at all.

 11.  Can I change or cancel my 'Expression of Interest' in a new issue once it has been submitted?

All 'Expressions of Interest' are considered FIRM, however, it may be possible to change or cancel your 'Expression of Interest' by telephoning your representative. By selecting 'Current Offerings' within the New Issues Centre, you will be able to view the 'Status' and availability of the new issue. If the status is 'Open' you may communicate a change or cancel request for your 'Expression of Interest' to your representative via telephone. If the Status is 'Closed', you will not be able to change or cancel your order.

 D.  About new issue email alerts

 1.  What is a new issue email alert?

If you choose to register for email alerts, you will receive an email notification when TD Direct Investing is offering a New Issue.

 2.  What types of new issue email alerts are available?

Within "Update Profile" in the New Issues Centre you can register to receive email alerts for different types of new issues. See the list below for more information about each of the new issue categories and review the Glossary for detailed definitions of some of the terms used.

 3.  Where do I register for new issue email alerts within the New Issues Centre?

When you register for the New Issues Centre you will be required to create your profile and enter your email address in order to receive updates about 'Expressions of Interest' you have placed. While within the 'Create your Profile' page you can also choose to register for optional email alerts. Should you at any time wish to unsubscribe or register for additional alerts, simply update your choices by selecting the 'Update Profile' page.

 4.  How do I change my email alert address?

Within the New Issues Centre, simply select 'Update Profile' and change your email address.

 5.  How do I unsubscribe from email notifications?

Within the New Issues Centre select 'Update Profile' to unsubscribe from any of the optional email alerts.

 E.  Help

 1.  Where can I go for help about new issues or the New Issues Centre?

If you have any questions about using the New Issues Centre, contact us toll free at 1-800-667-6299. We're always here to help 24 hours, seven days a week.