XTD.PR.A TDb Split Corp

TDb Split Corp. ("the Company") was created to provide exposure to the common
shares of Toronto Dominion Bank ("TD Bank") through two classes of securities,
the Priority Equity Shares and the Class A Shares (a "Unit"). As stated in the
prospectus, holders of the Priority Equity Shares are to be provided with a
stable yield and downside protection on the return of their initial investment.
Class A Shares are to be provided with leveraged exposure to TD Bank common
shares including both increases and decreases in the value of the common shares
of TD Bank and the benefit of any increases in the dividends paid by TD Bank on
its common shares.


As recently as November 14, 2008, TD Bank had performed relatively well during
these extremely adverse and unprecedented market and economic conditions
However, during the week ending November 21, 2008, the share price of TD Bank
has declined by approximately 23% resulting in an overall total decrease in the
share price of TD Bank of 38% since the inception date of the Company. TD Bank
was $69.03 as at the inception date of the Company on August 7, 2007 and closed
on November 24, 2008 at $42.90. This very sharp and accelerated decline in TD
Bank has resulted in the Company's net asset value being reduced significantly
and has required the Company to implement the Priority Equity Portfolio
Protection Plan in accordance with the prospectus. As detailed in the
prospectus, this strategy is intended to provide that the Priority Equity Share
Repayment amount will be paid in full to holders of the Priority Equity shares
on the termination date on December 1, 2014.


The Priority Equity Portfolio Protection Plan provides that if the net asset
value of the Company declines below a specified level, the Manager will
liquidate a portion of the common shares of TD Bank held by the Company and use
the net proceeds to acquire (i) qualifying debt securities or (ii) certain
securities and enter into a forward agreement (collectively, the "Permitted
Repayment Securities") in order to cover the Preferred Share Repayment Amount in
the event of further declines in the net asset value of the Company. Under the
Priority Equity Portfolio Protection Plan, the amount of the Company's net
assets, if any, required to be allocated to Permitted Repayment Securities (the
"Required Amount") will be determined such that (i) the net asset value of the
Company, less the value of the Permitted Repayment Securities held by the
Company, is at least 125% of (ii) the Preferred Share Repayment Amount, less the
amount anticipated to be received by the Company in respect of its Permitted
Repayment Securities on the Termination Date.


The Company's net asset value as at November 24, 2008 was $11.96 per unit which
includes $8.84 per unit in shares of TD Bank and $3.12 per unit in cash and
permitted repayment securities (current value). The permitted repayment
securities have an estimated forward value of $3.90 per unit at maturity in
2014. This leaves the Priority Equity Shareholder exposed to $6.10 per share
($10.00 par value - $ 3.90 in cash and equivalent notional value of Permitted
Repayment Securities) in TD Bank holdings.


The portfolio is continually rebalanced and adjusted based on market conditions
to provide both security for Priority Equity shareholders and upside potential
for Class A shareholders. The Company may buy or sell additional shares of TD
Bank, the Permitted Repayment Securities, and/or option positions based on
market conditions and provided that the Company remains in compliance with the
Priority Equity Portfolio Protection Plan.

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