TORONTO STOCK EXCHANGE Guide to Part XI of the TSX Company Manual: Requirements Applicable to Non-Corporate Issuers APRIL 2024
Introduction 5 (i) About this Guide 5 Definitions 6 (i) Overview of Principal Terms 6 Original Listings 7 (i) Documents to be Filed 7 (ii) Stock Symbols 7 (iii) Filing Personal Information Forms 7 (iv) Take-Over Bid Provisions 8 Ongoing Transactions 9 (i) Change in Business 9 (ii) Mergers 9 (iii) Terminations/Wind-ups 11 (iv) Normal Course Issuer Bids & Non-Independent Plans 12 Other Requirements 14 (i) Distributions/Dividends 14 (ii) Form 1 Filing for ETPs 15 (iii) Legal Opinion or Quarterly Certificates for ETPs 16 (iv) Special Settlement 16 (v) T+1 Permanent Settlement for ETPs 16 (vi) Transfer Agents 16 (vii) US Banking Holidays and Special Settlement 17 (viii) Market Making Program 18 Resources on TSX Website 19 Part I Part II Part III Part IV Part V TABLE OF CONTENTS
Introduction (i) About this Guide This guide is intended to provide guidance to Non-Corporate Issuers (“Issuers”) regarding the application of Part XI Requirements Applicable to Non-Corporate Issuers (“Part XI”) of the TSX Company Manual (the “Manual”), and is not an exhaustive list of the applicable requirements. Therefore, this guide should be read in conjunction with Part XI of the Manual. This guide only refers to Toronto StockExchange (“TSX”) requirements. Issuersmay also be subject to other requirements such as other exchange rules or corporate or securities legislation, as applicable. All capitalized terms used, but not defined in this guide, have the meaning as set out in the Manual. This guide is organized in five sections, as follows: PART I – DEFINITIONS (i) Overview of which Issuers are subject to Part XI of the Manual. PART II – ORIGINAL LISTINGS Guidance on (i) the listing process and what documents are required to be filed; (ii) reserving a stock symbol; (iii) filing personal information forms; and (iv) take-over bid protective provisions. PART III – ONGOING TRANSACTIONS Guidance on (i) material changes to an Issuer’s business that may result in the application of Section 717 of the Manual; (ii) the process to effect mergers; (iii) the process to delist upon a termination or wind-up; and (iv) pension, stock purchase, stock option, dividend reinvestment or other plans where a trustee is deemed to be non-independent that are subject to certain parts of the normal course issuer bid policy. PART IV – OTHER REQUIREMENTS: Guidance on (i) declaring distributions/dividends: frequently asked questions; (ii) form 1 filing for ETPs; (iii) providing legal opinions or quarterly certificates for ETPs (defined below); (iv) implementing special settlement for certain transactions; (v) trading T+1 permanently for certain ETPs; (vi) acceptable TSX transfer agents; (vii) US Holiday & Special Settlement: Issuers that have securities trading in US dollars should avoid setting record dates for a distribution on a US holiday; and (viii) the market making program. PART V – RESOURCES ON TSX WEBSITE 5
Part I – Definitions (i) Overview of Principal Terms Part XI of the Manual applies to the following Issuers: EXCHANGE TRADED PRODUCT (“ETP”) “Exchange Traded Product” means redeemable equity securities (“ETF”) or debt securities offered on a continuous basis under a prospectus, which give an investor exposure to the performance of specific indices, sectors, managed portfolios or commodities through a single security. TSX, in its discretion, shall determine if the securities will be considered an ETP. CLOSED-END FUND (“CEF”) “Closed-end Fund” has the samemeaning as “non-redeemable investment fund” as found in the Securities Act (Ontario), as amended from time to time. TSX, in its discretion, shall determine if an Issuer will be considered a CEF. STRUCTURED PRODUCT (“STRUCTURED PRODUCT”) “Structured Product” means securities generally issued by a Financial Institution under a base shelf prospectus and pricing supplement where an investor’s return is contingent on, or highly sensitive to, changes in the value of underlying assets, indices, interest rates or cash flows. Structured Products include securities such as non-convertible notes, principal or capital protected notes, index or equity linked notes, tracker certificates and barrier certificates. TSX, in its discretion, shall determine if the securities will be considered a Structured Product. 6
Part II – Original Listings The following is the process for listing an Issuer on TSX. Please note this is a guideline only, and each applicant may be subject to additional requirements upon review of the file. Please refer to Part XI of the Manual for further details. (i) Documents to be Filed LETTER APPLICATION AND FILING FEE Issuers must submit an application to TSX in the form of a letter and/or email along with the applicable filing fee and preliminary prospectus. Issuers may choose to initially submit a draft preliminary prospectus for TSX review. Please refer to the Listing Fee Schedule for more details on the filing fee. LISTING REPRESENTATION IN THE PROSPECTUS If the Issuer would like to include a statement in its prospectus that an application has been made to list its securities on TSX, a draft of the prospectus must be provided to TSX for review prior to being filed. Please refer to Staff Notice 2018-0001 for more details. MATERIAL DOCUMENTS A draft copy of all material documents including, for example, the declaration of trust, must be filed for TSX review. (ii) Stock Symbols Issuers may request a specific stock symbol when applying to list or in the context of a name change, corporate reorganization or similar transaction. Issuers must provide a written request to reserve a specific stock symbol to the applicable TSX staff member. Upon confirmation from TSX of the allocated symbol, the symbol will remain reserved for an initial period of 90 days, and upon request in writing by the Issuer, such period may be extended for up to two additional 90-day periods, for an aggregate maximum period of 270 days. At the end of the 270 day period, the reserved symbol will automatically be released and may not be reserved by or for the same issuer for a period of 10 days. The Issuer is responsible for requesting an extension in writing before the end of any reservation period. If a reservation is not extended by the Issuer by the end of any reservation period, the symbol will be released. At any time, ETF providers and fund families (each considered a separate Issuer) may reserve up to 15 symbols for the reservation period described above. (iii) Filing Personal Information Forms A Personal Information Form (“PIF”) must be filed by each director, officer and principal shareholder (for purposes of this section, an “insider”) of a manager (the “Manager”) of an Issuer at the time of initial listing launched by such Manager (“New Provider”). If a PIF is required by TSX for a New Provider, and the insider of the New Provider has a PIF cleared within the last 60 months, the insider may submit a completed Declaration (Form 4B) in lieu of a PIF, absent any material change in the information submitted in the original PIF. If a new insider joins an existing Manager (after the initial listing), a Form 3 - Change in Officers/Directors/Trustees (“Form 3”) will be required to be filed for that Insider. Issuers are reminded that TSX may require PIFs from any individual associated with the Issuer, as TSX determines 7
appropriate. PIFs, Declarations and Form 3s are filed online through our secure web-based filing system, TMX LINX®. Individuals must create an account and log on to TMX LINX® at linx.tmx.com to access the forms. (iv) Take-Over Bid Provisions Issuers that have more than one class of voting security are reminded that their declaration of trust or articles of incorporation must include take-over bid protective provisions, and disclosure of such provisions must be included in the relevant prospectus. For example, an Issuer has two classes of voting securities: (i) listed Class A Units; and (ii) unlisted Class U Units. The provision should state that if there is a bid for unlisted Class U Units, holders of the listed Class A Units can participate in the bid. An example of such provision is as follows: “The Fund Trust Agreement also provides that if, prior to the termination of the Fund, a formal bid (as defined in the Securities Act (Ontario)) is made for all of the Class U Units and such bid would constitute a formal bid for all Class A Units if the Class U Units had been converted to Class A Units immediately prior to such bid and the other offer does not include a concurrent identical take-over bid, including in terms of price (relative to the Net Asset Value per Unit of the class), for the Class A Units then the Fund shall provide the holders of Class A Units the right to convert all or a part of their Class A Units into Units of the applicable class and to tender such units to the other offer, as applicable. In the circumstances described above, the Fund shall by press release provide written notice to the holders of the Class A Units that such an offer has been made and of the right of such holders to convert all or a part of their Class A Units into Units of the applicable class and to tender such units to other offer.” Certain Issuers may be exempted from protective take-over bid requirements of the applicable securities legislation. In such cases, TSX will likely not require the take-over bid protection provision detailed above. Please discuss any such take-over bid protection provision with the applicable TSX staff member. 8
Part III – Ongoing Transactions (i) Change in Business Material changes to the business of an Issuer (for example, significant changes to investment objectives) may result in the application of Section 717 (Change in Business) of the Manual. Please contact the responsible TSX staff member to discuss whether the proposed changes by the Issuer will trigger a change in business, as this will result in TSX requiring the Issuer to meet original listing requirements. (ii) Mergers Although each merger will be reviewed by TSX, the following guidelines generally apply: DELISTING ON THE EFFECTIVE MERGER DATE For trading purposes, TSX must issue a bulletin two trading days prior to the effective date of a merger in order to delist an Issuer. Therefore, if an Issuer wishes to have a merger effected for trading purposes on the same day as the legal effective date of the merger, it must provide TSX with the necessary documentation outlined in the conditional approval letter, including a post-dated certificate or declaration of trust (the applicable document that effects the merger), in advance of the bulletin deadline i.e., at least two trading days prior to the legal effective date of the merger. Please note that if, after the Issuer has provided the necessary documentation and TSX has issued the bulletin, the merger is not effected as anticipated, there may be trading consequences as TSX may not be able to subsequently unwind the changes made for trading purposes. Note that the scenario set out above is somewhat unique to Issuers. This is because, for Issuers, the declaration of trust is amendable, such that changes may be made between the issuance of a post-dated declaration of trust and closing of a transaction. For corporate issuers, on the other hand, it is more difficult to amend a certificate of arrangement, for example, between issuance of the post-dated certificate and closing of a transaction. As a result, delayed mergers are more common for Issuers than for corporate issuers. For example, two TSX listed Issuers, Issuer A and Issuer B, are merging, with: (i) Issuer B being the continuing Issuer; and (ii) a legally effective date as of the opening of business on Wednesday, March 22. Upon receipt of all the documents (which must be submitted to TSX prior to noon Toronto time) on Monday, March 20, as required in the conditional approval letter (including a post-dated declaration of trust), TSX issues a bulletin on March 20 (two trading days prior to the effective date). For trading purposes, Issuer A, the terminating Issuer, is delisted at the close of business on Tuesday, March 21, and, Issuer B, the continuing Issuer, opens for trading on a merged basis at the open on Wednesday, March 22. If, for any reason, the merger is not effected in time, TSX will halt Issuer B, pending completion of the merger. This will result in no liquidity for shareholders of both Issuer A (delisted) and Issuer B (halted). DELISTING AFTER THE EFFECTIVE MERGER DATE Alternatively, if an Issuer wishes to have a merger effected for trading purposes following the legal effective date of the merger, upon a merger being effected and the submission of the necessary documentation outlined in the conditional approval letter, TSX will issue the merger bulletin and implement the merger for trading purposes two trading days after issuing the such bulletin. Issuers are reminded that this is possible because there is an important distinction 9
between a legal event and a trading event. In this instance, the pre-merger securities will continue to trade post legal effective date as a proxy for the post-merger entitlement. For example, two TSX listed Issuers, Issuer A and Issuer B, are merging, with: (i) Issuer B being the continuing Issuer; and (ii) a legally effective date as of the opening of business on Wednesday, March 22. Upon closing of the merger, all documents are provided to TSX, as required in the conditional approval letter (including a declaration of trust dated March 22), and TSX issues a bulletin on March 22. For trading purposes, Issuer A, the terminating Issuer, is delisted at the close on Thursday, March 23, and Issuer B, the continuing Issuer, opens for trading on a merged basis at the open on Friday, March 24. On March 22 and 23, Issuer A (the terminating Issuer) trades on an “entitlement basis” (i.e., representing entitlement to the consideration due to holders of Issuer A upon closing of the merger). Note that there is no break in liquidity for holders of Issuer A or Issuer B in this situation. SYMBOLS CONSIDERATIONS Issuers are reminded that, upon completion of a merger, the trading history of an existing symbol will follow the symbol post-merger should the symbol remain listed. For example, two listed Issuers are merging, Issuer A (Symbol: ABC) and Issuer B (Symbol: DEF). Upon completion of the merger, if the continuing Issuer decides to: (i) use a new Symbol “GHI”, neither the trading history of Issuer A or Issuer B will follow; or (ii) use Issuer A’s symbol “ABC”, then the trading history for Issuer A will follow. As a result, prior to the effective trading date for the continuing Issuer, Issuer A’s trading history will follow and after the effective trading date for the continuing Issuer, the continuing Issuer’s trading will follow. 10
(iii) Terminations/Wind-ups DELISTING PRIOR TO THE TERMINATION DATE If an Issuer wishes to delist on or prior to the termination date, it may apply to voluntarily delist pursuant to Section 720 (Voluntary Delisting) of the Manual. Issuers relying on this section will be required to provide the following: • An application to voluntarily delist, together with the reasons for the application; • If security holder approval is required pursuant to the declaration of trust or articles of incorporation (as applicable), a draft circular should be provided to TSX at least 5 business days in advance of printing. If security holder approval is not required, written confirmation of the applicable provision of the declaration of trust or articles of incorporation that allows for the termination without security holder approval should instead be provided; • Evidence of security holder approval, if applicable; • The proposed date of delisting; • A certified copy of the directors’ resolution confirming that the Manager of the Issuer is applying to voluntarily delist and the effective date of the delisting. If a definitive date has not been determined, then an approximate date must be included in the resolution (i.e., “on or about [date]”); • A draft copy of the press release confirming that the Manager is applying to voluntarily delist on the effective date. If this date is not known at the time of issuing the press release, the Issuer may instead disclose an “on or about” date. This press release must be precleared by TSX and must be issued at least 10 business days prior to delisting. Please see Section 720(a)(ii) of the Manual for details to be included in the press release; • If a definitive delisting date is not confirmed in either the press release or the directors’ resolution, written confirmation from the Issuer’s counsel confirming the delisting date at least eight business days in advance of delisting; • A copy of the notice provided to security holders, if applicable; • Description of what action(s), if any, security holders must take in order to receive proceeds incurred in connection with the termination; and • Written confirmation of whether the terminating Issuer will effect a special distribution or final distribution. If a cash distribution is to be declared, TSX will require a Form 5 - Dividend/Distribution Declaration (“Form 5”) to be filed 5 business days in advance of the record date. If a unit distribution is to be effected, Issuers should consult with the applicable TSX staff member. TSX will issue its bulletin at least five business days in advance of the delisting. The delisting date will be at least 10 business days following the later of: (i) the dissemination of the press release announcing the voluntary delisting; and (ii) the Issuer having obtained security holder approval for the voluntary delisting, if applicable. DELISTING AFTER THE TERMINATION DATE Alternatively, upon effecting the termination, TSX will delist the terminating Issuer two or three business days after issuing the delisting bulletin. The delisting bulletin will be issued upon receipt of all the documentation in the conditional approval letter and confirmation that the termination has been effected. As mentioned above, Issuers are reminded that this is possible because there is an important distinction between a legal event and a trading event. Although the securities of the terminating Issuer will cease to legally exist after the 11
termination date, what will continue to trade is the cash entitlement. In other words, the securities that will continue to trade are a proxy for the cash entitlement. (iv) Normal Course Issuer Bids & Non-Independent Plans Section 629 (Special Rules Applicable to Normal Course Issuer Bids) of the Manual requires Issuers intending to commence a normal course issuer bid (“NCIB”) to prepare and submit to TSX draft copies of certain documents before they are submitted to TSX in final form. In order to provide TSX time to review and comment on the relevant documents before they are finalized, Issuers must file the following documents with TSX at least seven business days prior to the commencement date of the NCIB: • a draft copy of the Form 12—Notice of Intention to Make a Normal Course Issuer Bid; • a draft copy of the press release; • a draft copy of the automatic security purchase plan, if applicable; and • for Issuers intending to purchase a number of securities based on their public float, a detailed calculation of the public float. NON-INDEPENDENT PLANS Issuers are reminded that a trustee or other purchasing agent (a “trustee”) for a pension, stock purchase, stock option, dividend reinvestment or other plan in which employees or security holders of a listed Issuer may participate, is deemed to be making an offer to acquire securities on behalf of the listed Issuer where the trustee is deemed to be non-independent. Trustees that are deemed to be non-independent are subject to certain requirements applicable to NCIBs, specifically, the Annual Limit and Daily Limit (as defined in Staff Notice 2022-0001), as well as Subsections 629(k) and (l) of the Manual. For additional information and guidance, please refer to Sections 628 and 629 of the Manual and Staff Notice 2022-0001. 12
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Part IV – Other Requirements (i) Distributions/Dividends Issuers declaring a dividend or distribution, including year-end distributions, on listed securities must notify TSX and follow the procedures outlined below. WHAT NEEDS TO BE FILED? For cash dividends and non-cash dividends (with the exception of notional distributions as set out below), a Form 5 must be filed via TMX LINX. Issuers are required to provide the following information in the Form 5: • The exact amount of the dividend per security. Where the exact amount of the distribution is unknown, Issuers should provide their best estimate of the anticipated amount of the distribution and indicate that such amount is an estimate. Upon determination of the exact amount of any estimated distribution, Issuers must disseminate the final details by press release and file an amended Form 5 with the updated amount to TSX via TMX LINX; and • Details regarding the payment of the distribution in cash, units and/or other securities (with the exception of notional distributions as noted below). WHEN DOES IT NEED TO BE FILED? Form 5 must be filed five trading days prior to the record date. WHY FIVE TRADING DAYS? TSX must have sufficient time to inform its Participating Organizations and the financial community of the details of each dividend declared. There must be a clear understanding in the marketplace as to who is entitled to receive the dividend declared. Due to practical considerations, such as holidays and weekends, TSX requires adequate notice in advance of the dividend record date. WHAT IS EX-DIVIDEND TRADING? Determining whether a seller or buyer of listed securities is entitled to a dividend that has been declared by an Issuer is accomplished through the procedure known as “ex-dividend trading”. When securities trade ex-dividend, the seller retains the right to a pending dividend payment, and the opening bid quotation is usually reduced by the value of the dividend payable. Currently, since two trading days are required for the settlement of a securities transaction, the securities will commence trading on an ex-dividend basis at the opening of trading on the date which is one trading day prior to the record date for the dividend. For example, if the record date for a dividend is Friday, the securities will commence trading on an ex-dividend basis at the opening of trading on the preceding Thursday (in the absence of statutory holidays). Effective May 27, 2024, the settlement cycles in the Canadian securities industries are being shortened from trade date plus two business days (“T+2”) to trade date plus one business day (“T+1”). The change to a T+1 settlement cycle will result in ex-dates for dividends to change from one business day prior to the record date to the day of the record date. Please see Staff Notice 2024-0003. 14
The ex-dividend date is set and published by TSX through certain subscription products provided by TMX Datalinx®, such as the TSX Daily Record, Dividend by Declaration and Dividend by Ex-Date. No other resources should be relied upon to confirm the ex-dividend date of a distribution. LATE NOTICE Failure to give notice of a declared dividend within the required number of trading days prior to the record date creates the possibility of unnecessary confusion in the market. Disputes may arise over who is entitled to the payment of the dividend and the market price of the stock may not reflect the amount of the dividend declared. There may also be a delay and some uncertainty in connection with the registration of new security holders. TSX’s policy regarding an Issuer which fails to follow the proper procedure is to hold such Issuer liable for dividend claims made by both buyers and sellers of the securities involved. IS FORM 5 REQUIRED FOR ALL DIVIDENDS/DISTRIBUTIONS? Yes, a Form 5 is required for all cash and non-cash dividends, and distributions of units and/or other securities (with the exception of notional distributions as set out below). EXCEPTION - NOTIONAL DISTRIBUTIONS A Form 5 is not required for a dividend paid entirely in securities which are immediately consolidated following the dividend, that results in no change to the number of securities held by security holders. In such cases, Issuers must disseminate a news release with the estimated distribution amount at least four trading days prior to the record date. Upon determination of the exact amount of any estimated distribution, the Issuer must disseminate the final details by way of press release in accordance with TSX’s Timely Disclosure Policy. TSX will not effect ex-dividend trading for such distributions. Please refer to Sections 428 to 435.2 (Dividends and Other Distributions to Security Holders) of the Manual and Form 5 for additional details and requirements regarding dividends and other distributions to security holders. (ii) Form 1 Filing for ETPs Section 1107(a)(ii) (Additional Listings - ETPs) of the Manual states that ETPs are required to provide TSX a Form 1 - Change in Outstanding and Reserved Securities (“Form 1”) on a monthly basis. However, since securities of ETPs are offered on a continuous basis, in order to simplify the reporting procedure for ETPs and to provide accurate and timely information to the market, TSX has implemented a process whereby the ETP may set up an automatic electronic filing which updates the issued and outstanding number of each security at the end of each trading day (the “Daily File”). The Daily File fulfills the requirement to file a Form 1. Please reach out to the applicable TSX staff member that manages the ETP for more information about the Daily File. 15
(iii) Legal Opinion or Quarterly Certificates for ETPs On a quarterly basis, ETPs must provide TSX with either a (i) legal opinion, or (ii) certificate of a senior officer of the ETP, regarding the securities issued by the ETP in the previous quarter. If providing a legal opinion, the legal opinion must confirm that all securities issued during the previous quarter have been validly issued as fully paid and non-assessable securities of the ETP. If providing an officer’s certificate, the officer’s certificate must: • verify the number of new securities of the ETP created and reported to TSX over the previous quarter; • confirm that full consideration (net asset value) was received prior to or concurrently with the issuance of all securities created in the quarter; and • confirm that the securities are validly issued and outstanding as fully paid securities. Since securities of ETPs are offered on a continuous basis, the above process has been implemented to lessen the burden on ETP providers and reduce the costs associated with providing a legal opinion each time securities are created and issued. The legal opinion or officer’s certificate must be filed with TSX within 10 days of the end of the quarter. (iv) Special Settlement In the past, Issuers have requested that TSX implement special settlement for certain transactions. Often special settlement is unnecessary in these situations, and therefore, Issuers are strongly encouraged to discuss the mechanics of the transactions with the responsible TSX staff member in advance. (v) T+1 Permanent Settlement for ETPs Certain ETPs may request that their securities settle on a permanent T+1 basis rather than on a T+2 basis. The ETP will be required to provide this request in writing and TSX will consider the request. Examples of where TSX has granted such requests are money market ETFs and high interest savings ETFs. (vi) Transfer Agents While an Issuer’s securities are listed on TSX, an Issuer must appoint and maintain a transfer agent and registrar with a principal office in one or more of Vancouver, British Columbia, Calgary, Alberta, Toronto, Ontario, Montréal, Québec, or Halifax, Nova Scotia, where all the issued securities of the listed classes must be directly transferable. When used, generic or customized certificates must list the cities where the securities are transferable. The original appointment and any subsequent change of the transfer agent or registrar must be approved by TSX. Only TSX approved transfer agents and/or registrars may be appointed and, generally, no agent other than a trust company will be acceptable. Issuers should contact the applicable TSX staff member to confirm that the proposed transfer agent or registrar is acceptable to TSX. 16
(vii) US Banking Holidays and Special Settlement For any securities trading on TSX in US dollars (“US Dollar Securities”), Issuers should avoid setting a record date for a dividend that falls on a US banking holiday. If this is not avoided, TSX will have to manually implement special settlement. Currently, for all trades that settle in US dollars, CDS Clearing and Depositary Services Inc. (“CDS”) uses the US Fedwire Funds Services. Because the US Fedwire Funds Services is not open for business on US banking holidays, (i) all US dollar trades executed on TSX that are due to settle on a US banking holiday will ‘fail’ under the CDS system; and (ii) all trades in US Dollar Securities that are due to settle on a US banking holiday, which is also a record date for a distribution, will result in an inaccurate list of security holders on the record date. SECURITIES THAT PERMANENTLY SETTLE T+2: (i) US Dollar Securities that settle on a US banking holiday: TSX will ensure, if the settlement date for a T+2 trade in US Dollar Securities falls on a US banking holiday, that the settlement date will automatically be moved forward one US business day to T+3. This approach ensures that settlement for these trades will occur on a US business day and not a US banking holiday, therefore preventing the CDS system from failing the trades. (ii) US Dollar Securities that settle on a US banking holiday which is also a record date: When a trade in US Dollar Securities settles T+2 on a US banking holiday which also happens to be the record date for a distribution for such security, by settling the trade under the T+3 proposal described in (i) above, certain buyers will not be included on the security holder list to receive the entitlement as of the record date. As a result, TSX must implement special T+1 settlement to ensure that the security holders are on record for the distribution and that the settlement date occurs on a US business day. To avoid this, TSX requests that Issuers not set a record date for a distribution that falls on a US banking holiday. Please refer to Staff Notice 2017-0003 for more details. SECURITIES THAT PERMANENTLY SETTLE T+1: (i) US Dollar Securities that settle on a US banking holiday: TSX will ensure, if the settlement date for US Dollar Securities that permanently settle T+1 falls on a US banking holiday, that the settlement date will automatically be moved forward one US business day to T+2. This approach will ensure that settlement for these trades will occur on a US business day and not a US banking holiday, therefore preventing the CDS system from failing the trades. (ii) US Dollar Securities that settle on a US banking holiday which is also a record date: When a trade in US Dollar Securities settles T+1 on a US banking holiday which also happens to be the record date for a distribution for such security, by settling the trade under the T+2 proposal described in (iii) above, certain buyers will not be included on the security holder list to receive the entitlement as of the record date. As a result, TSX must implement special same day settlement to ensure that the security holders are on record for the distribution and that the settlement date occurs on a US business day. To avoid this, TSX requests that Issuers not set a record date for a distribution that falls on a US banking holiday. 17
(viii) Market Making Program Liquidity is vital to the success of all publicly traded securities in order to attract investment capital and continue to grow. In order to foster the strongest marketplace possible, the TSX Market Maker Program sets out various obligations and incentives for Participating Organizations acting in the role of a formal TSX market maker (a “Market Maker”). TSX typically assigns Market Makers for ETFs per the Issuer’s request in relation to its designated broker agreements. Market Maker obligations include but are not limited to: augmenting liquidity, ensuring a competitive two-sided market exists on TSX during continuous trading hours, monitoring the market opening and interacting where necessary, filling odd lots at the Protected NBBO (National Best Bid and Offer), and reporting unusual behavior to the appropriate regulators and authorities. A Market Maker’s performance in regards to their obligations is monitored and assessed on a monthly basis and appropriate actions are taken when underperformance is identified. ETF Issuers may also request a change to their Market Maker. For more in depth information regarding the TSX Market Maker Program, please see section 3.1 of the TSX Market Making Program Guide which is available at: tsx.com/ebooks/en/market-making. 18
Part V – Resources on TSX Website For additional information on ETFs, please see: tsx.com/listings/listing-with-us/sector-and-product-profiles/exchange-traded-funds. For the TSX ETF Investor Centre, please see: money.tmx.com/en/etf-centre. 19
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