ROC Pref III Completes Offering of Preferred Shares

On March 8, 2005, ROC Pref III Corp. issued 10,600,000 redeemable, retractable cumulative preferred shares rated P-1 (low), for a total price of $265 million. The net proceeds of the offering of the preferred shares were invested in order to provide exposure to a credit linked note rated A-, issued by the Toronto-Dominion Bank and owned by Credit Trust III. Connor, Clark & Lunn Capital Markets Inc. is the manager for both ROC Pref III and Credit Trust III. Connor, Clark & Lunn Investment Management Ltd. is the investment advisor for Credit Trust III.

The syndicate of agents was led by Scotia Capital Inc. and included CIBC World Markets Inc., BMO Nesbitt Burns Inc., TD Securities Inc., National Bank Financial Inc., HSBC Securities (Canada) Inc., Desjardins Securities Inc., Wellington West Capital Inc., Canaccord Capital Corp., First Associates Investments Inc., McFarlane Gordon Inc., Raymond James Ltd. and Richardson Partners Financial Ltd.

This issuance followed the successful completion in October 2004 of the issuance of 12 million preferred shares by ROC Pref II Corp.

ROC Pref III, Credit Trust III, CC&L Capital Markets and CC&L Investment Management were represented by Osler, Hoskin & Harcourt LLP with a team that consisted of Andrew Aziz, Rick Fullerton and Adam Grabowski (corporate/securities), and Dan MacIntosh and Timothy Hughes (tax).

The agents were represented by Stikeman Elliott LLP with a team that included Joel Binder, Darin Renton and Mark McElheran (corporate/securities) and John Lorito (tax). Philip Henderson and Robert Assal (corporate/securities) of Stikeman Elliott represented TD Global Finance, a member of the TD Bank Financial Group, as the counterparty under a forward agreement.