Td Private Client Wealth LLC

TD PRIVATE CLIENT WEALTH LLC MANAGED ACCOUNT PROGRAM FORM ADV PART 2A WRAP FEE PROGRAM BROCHURE TD Private Client Wealth LLC 1 Vanderbilt Avenue, 23rd Floor New York, New York 10017 Main Phone Number: 1‐877‐703‐9896 https://www.td.com/us/en/investing June 15, 2026 This wrap fee program brochure (the "Brochure") provides information about the qualifications and business practices of TD Private Client Wealth LLC ("TDPCW") and TDPCW's Managed Account Programs for Institutional, High Net Worth and TD Investment Services US ("TDIS (US)") clients (collectively, “Clients”). If you have any questions about the contents of this Brochure, please contact TDPCW at 1‐877‐ 703‐9896. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. TDPCW is registered with the SEC as an investment adviser and broker‐dealer and is a member of the Financial Industry Regulatory Authority (“FINRA”), as a broker‐dealer. Additional information about TDPCW is available on the SEC’s website at www.adviserinfo.sec.gov. Any reference to or use of the terms “registered investment adviser” or “registered” does not imply that TDPCW or any person associated with it has achieved a certain level of skill or training. When TDPCW provides investment advisory services, it is a fiduciary under the Investment Advisers Act of 1940, as amended ("Advisers Act"). TDPCW has a duty to pursue its Clients’ best interests, not subordinate Clients’ interests to its own, and to make full and fair disclosure to its Clients of all material facts and conflicts of interest. The purpose of this Brochure is to disclose those material facts and conflicts of interest. ActiveUS 216793301v.1  ITEM 2 MATERIAL CHANGES Material Changes: The Brochure was last updated on June 15, 2025. TDPCW has updated its description of its Brokerage and Custody section, Cash Sweep Program, and Securities Based Lines of Credit (SBLOC). See Items 4 and 9 for additional information. Registered investment advisers are required to file an annual updating amendment to their Form ADV within ninety (90) days of its fiscal year end or whenever there is a material change to its advisory business. TDPCW will send a free copy of this Brochure, or a summary of material changes every year. TDPCW may, at any time, update this Brochure. Clients may request and receive additional copies of this Brochure by: • Electronically accessing the Brochure from the TD Wealth website: https://www.td.com/content/dam/tdb/document/pdf/investing/td‐private‐client‐wealth‐llc‐ managed‐ account‐program‐bochure‐en.pdf • Downloading the Brochure from the SEC website at www.adviserinfo.sec.gov. Select “investment adviser firm” and type in “TD Private Client Wealth LLC”: or by • Contacting TDPCW at 877‐703‐9896. 2  ITEM 3 TABLE OF CONTENTS ITEM 4 ADVISORY SERVICES ......................................................................................................................................... 4 ITEM 5 TYPES OF CLIENTS AND ACCOUNT REQUIREMENTS ........................................................................................... 22 ITEM 6 PORTFOLIO MANAGER SELECTION AND EVALUATION ....................................................................................... 23 ITEM 7 CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS .......................................................................... 32 ITEM 8 CLIENT CONTACT WITH PORTFOLIO MANAGERS ................................................................................................ 33 ITEM 9 ADDITIONAL INFORMATION ........................................................................................................................... 33 3  ITEM 4 ADVISORY SERVICES A. SERVICES, FEES, and COMPENSATION TDPCW is a wholly owned subsidiary of TD Bank, N.A. (“TD Bank”). TD Bank provides a broad range of traditional banking and investment services in the United States. TD Bank is a subsidiary of TD Bank US Holding Company. TD Bank US Holding Company is a subsidiary of TD Group US Holdings LLC. TD Group US Holdings LLC is a subsidiary of The Toronto‐Dominion Bank (the "Bank"). TDPCW is registered as an investment adviser and broker‐dealer with the SEC and is a member of FINRA and SIPC. TDPCW’s investment advisory services include sponsoring wrap fee programs, as described in this Brochure. TDPCW only offers investment advisory services to Clients through separate wrap fee programs: (1) Institutional Managed Accounts ("Institutional"); (2) High Net Worth Managed Accounts ("HNW") (for additional information see the High Net Worth Managed Accounts section below); (3) TD Investment Services (US) Managed Accounts ("TDIS (US)"); (4) TD Automated Investing; and (5) TD Automated Investing Plus. This Brochure provides information about the Institutional, HNW and TDIS (US) wrap fee programs (each a “Managed Account Program,” and together, the “Managed Account Programs”) sponsored by TDPCW. Information about the other wrap fee programs sponsored by TDPCW are described in a separate Form ADV brochure and can be obtained at the SEC’s website at www.adviserinfo.sec.gov. Under the TDPCW Managed Account Programs, clients pay a single fee for discretionary investment management services and trade execution costs and, in certain instances, other services such as custody, recordkeeping and reporting. Clients do not pay separately for commissions for each trade executed. Instead, TDPCW incurs the cost of executing securities transactions. This creates a conflict of interest because TDPCW is compensated regardless of the number of trades executed in a Client's account. For the avoidance of doubt, Client accounts will incur certain fees and expenses (including but not limited to SEC transaction fees) which are disclosed in confirmations and/or account statements. Some TDPCW wrap fee programs offer the same and/or similar investment strategies through different sales channels at different fee levels. The wrap fee that Clients pay will vary, depending on the Managed Account Program selected, and sometimes the fee will differ among Clients within the same program. For more information about brokerage and custody, see Item 4, Brokerage and Custodian and Item 9 describing TDPCW brokerage services. Description of TDPCW Services. TDPCW offers Managed Account Programs to Clients for ongoing discretionary investment advice. The TDPCW Managed Account Programs include access to TDPCW advisors who are investment advisor representatives (collectively, "Advisors") and assist Clients in pursuing their financial goals by providing personalized investment services and investment solutions through the TDPCW Investment Programs. Institutional Managed Account Program. TDPCW's Institutional Managed Account Program provides a discretionary investment advisory wrap fee program to institutional clients that generally have $1,000,000or more in investable assets or a net worth of$3 million or more. Institutional clients include, but are not limited to, taxable entities and nonprofit 4  organizations such as endowments, foundations, associations, and municipalities, retirement plans subject to the Employee Retirement Income Security Act of 1974 (“ERISA") and non‐ERISA retirement plans, as well as healthcare and educational entities (collectively, “Institutional Clients”). Institutional Clients work with a dedicated Advisor who is dually registered as an investment adviser representative and a registered representative of TDPCW and provides advice and recommendations on investment advisory accounts that may be invested in one or more TDPCW Investment Programs. Institutional Clients may consult with Advisors to review and/or seek guidance on their investment policy statement (“IPS”). With input from the Institutional Client, the Advisor may help the Client to structure the IPS, in accordance with the Institutional Client's investment goals, objectives, and risk tolerance. The IPS is also intended to outline an Institutional Client’s investment strategy and any parameters or limitations the Institutional Client wishes to place on investments in their account. Institutional Clients are solely responsible for determining what is appropriate to include in their IPS, however, TDPCW may provide assistance or guidance, if requested. Notwithstanding any assistance provided by TDPCW, Institutional Clients remain ultimately responsible for ensuring the contents of each applicable IPS accurately reflects the financial circumstances, goals, objectives, guidelines and restrictions associated with an account. For more information about TDPCW’s brokerage and custody services, see “Brokerage and Custodian” under Item 4 below. High Net Worth Managed Account Program. TDPCW's High Net Worth ("HNW") Managed Account Program is available for Private Client Group Clients and Private Investment Advisor Clients (described more fully below). HNW clients are defined as those generally having more than $1,000,000 in investable assets Private Client Group. Private Client Group Clients are generally US resident clients who are solicited through Advisors who are employees of TD Bank and who are resident in the United States. Private Client Group Clients have access to securities and investments through TDPCW's HNW Managed Account Program and to TD Bank Private Client banking, lending, investment management and trust services through TD Bank. All Private Client Group Clients work with a dedicated team consisting of a Relationship Manager and an Advisor who are investment adviser representatives and registered representatives of TDPCW. Private Client Group Advisors provide advice and recommendations on investment advisory accounts that may be invested in one or more TDPCW Investment Programs. Advisors may refer Private Client Group Clients to TD Wealth Strategists and TD Bank trust and lending specialists. For more information about TDPCW’s brokerage and custody services, see “Brokerage and Custodian” under Item 4 below. Private Client Group Clients may include individual and multiple owner accounts; trust and estate accounts; corporate accounts and retirement accounts including ERISA plans, tax‐qualified plans of self‐employed individuals ("SEPS"), individual retirement accounts ("IRAs") and other tax‐qualified accounts. Private Client Group Advisors may not solicit clients who reside outside of the United States. 5  Private Investment Advisor. TDPCW also provides the TDPCW High Net Worth Managed Account Program to Clients who are referred by private investment advisors ("Private Investment Advisors") who are employees of TD Waterhouse Canada Inc. ("TD Waterhouse"), a securities broker registered with the Canadian Investment Regulatory Organization ("CIRO") and a Canadian affiliate of TD Bank and TDPCW (see Item 9 for Other Financial Industry Activities and Affiliations) and who are also investment adviser representatives and registered representatives of TDPCW. Private Investment Advisors may refer to the TDPCW High Net Worth Managed Account Program: (i) a current TD Waterhouse Client who moves to the United States and who is eligible to open an investment advisory account and/or brokerage account with TDPCW; (ii) a former TD Waterhouse Client who moves to the United States and who is eligible to open an investment advisory and/or brokerage account with TDPCW; (iii) an existing United States based investment advisory and/or brokerage client of a recently hired TD Waterhouse employee who qualifies as a Private Investment Advisor and who is registered to open investment advisory and/or brokerage accounts with TDPCW and (iv) eligible family members of a Private Investment Advisor Client qualified under (i), (ii) or (iii) above who also move to the United States (each a “Private Investment Advisor Client”). All Private Investment Advisor Clients, including immediate family members of Private Investment Advisor Clients, must be residents of the United States for tax purposes under the United States Internal Revenue Code and must be eligible to open TDPCW investment advisory and brokerage accounts. While Private Investment Advisor Clients are United States residents, the Private Investment Advisors will only conduct TDPCW advisory and brokerage business and activities virtually, by telephone or by electronic mail from their registered TDPCW locations and TD Waterhouse offices in Ontario, Canada. TDPCW business and activities include, but are not limited to, Private Investment Advisor Client prospecting, account opening, including Know Your Customer, Customer Identification Programs and Customer Due Diligence requirements; asset allocation analysis; account management and client meetings and account reviews with the Private Investment Advisor Clients. Private Investment Advisors will not be permitted to meet with their TDPCW Clients in the United States. Private Investment Advisor Clients may open individual cash accounts, domestic Trust accounts, multiple owners accounts, corporate accounts, and if eligible, may open Traditional IRA, Roth IRA or ERISA plan accounts with TDPCW. Private Investment Advisors may not open foreign trust accounts for Private Investment Advisor Clients. Private Investment Advisors whose TDPCW Clients have restricted retirement assets in Canada may continue to manage the restricted retirement assets in Canada as TD Waterhouse advisors. For more information about TDPCW’s brokerage and custody services, see “Brokerage and Custodian” under Item 4 below. While Private Client Group Clients and Private Investment Advisor Clients have access to the same High Net Worth Managed Account Programs and will pay the same TDPCW High Net Worth Wrap Fees and other additional fees and expenses, the scope and nature of the services available to Private Client Group Clients and Private Investment Advisor Clients are different. Private Investment Advisors and their Private Investment Advisor Clients are not eligible to participate in the TD Bank Private Client Group services described above. Private Investment Advisor Clients do not receive a dedicated Relationship Manager, do not have access to TD Bank trust services, do not have access to the TD 6  Bank Private Client Banking services, TD Bank investment management and lending services and are not referred to TD Wealth Strategists. TD Investment Services (US) Program. TDPCW's TDIS (US) Managed Account Program is an investment advisory offering for retail Clients that have at least $100,000 in investable assets. TDIS (US) Managed Account Program Clients include individual and multiple owner accounts, small business accounts, trust and estate accounts, and SEP and IRA accounts. TDIS (US) Clients may invest in one or more investment advisory accounts through the TD Managed Portfolios investment program. TDIS (US) clients work with a dedicated Advisor who is an investment advisory representative of TDPCW. There are differences in the Client engagement and service models for each of the TDPCW Managed Account Programs which are described in more detail in this Item 4 and Item 5 below. TDPCW has entered into an agreement with Envestnet Asset Management Inc. ("Envestnet"), an unaffiliated SEC registered investment adviser, to provide Clients with investment advisory, technological and administrative services and support including the use of systems provided by or through Envestnet. Envestnet provides the technology platform for transactions and trading execution, asset performance analysis, customer diagnostic reports and account reports for the Managed Account Programs. Please refer to Envestnet’s Form ADV Part 2A available at adviserinfo.sec.gov for more information about Envestnet. Epoch Investment Partners, Inc. ("Epoch") is an affiliate of TD Bank and TDPCW and is a SEC registered investment adviser. Epoch provides model portfolios for Separately Managed Accounts ("SMA") available through the TDPCW Managed Account Programs. Epoch receives compensation for managing model portfolios in the SMAs based upon a percentage of the assets invested in each product. When Epoch provides these services to TDPCW, for certain strategies, it uses the brand TD Asset Management (See Item 4, Managed Account Programs, TD Guided Portfolios and TD Premier Guided Portfolios). TD Asset Management Inc. ("TDAM"), a Canadian‐licensed portfolio manager and an affiliate of TDPCW, may provide advice and/or research to Epoch for use with TDPCW Clients. For more information on Epoch and/or TDAM, see Item 9 D. "Other Financial Industry Activities and Affiliations" below. An unaffiliated broker‐dealer, Pershing LLC, provides custody services for Managed Account Program accounts and also provides trade execution and related services to implement the recommended TDPCW Investment Programs. TDPCW provides brokerage services as the introducing broker‐dealer on transactions in Clients’ accounts within the Managed Account Program. For additional information, see “Brokerage and Custodian” under this Item 4 below. Clients may enroll, to the extent permitted by applicable law, in a cash sweep program to deposit (i.e., “sweep”) available cash balances that are pending investment, as well as any strategic cash balances allocated to cash, in a Managed Account Program account to a bank deposit account held at TD Bank, N.A. or TD Bank USA N.A. or clients can opt to maintain cash balances in their Managed Account Program account. For additional information, see “Cash Balances and the Sweep Feature” under this Item 4 below. Opening a Managed Account Program Account. Institutional Accounts. Advisors for the Institutional Managed Account Program work with Institutional Clients to develop customized portfolios that meet the Client's investment objectives and risk profile. Advisors combine capital market assumptions with the investment advice of affiliated or third‐party portfolio managers to work towards the Institutional Client's investment objectives as outlined in the Institutional Client's IPS. Advisors provide the Institutional Client with a Risk Tolerance Questionnaire ("RTQ") to complete. 7  In accordance with the Institutional Client's IPS and the RTQ, the Advisor will provide the Institutional Client with an investment recommendation that the Advisor believes meets the Institutional Client’s specific circumstances. Institutional Clients may consult with their Advisor to review and/or provide guidance on their Investment Policy Statement ("IPS"). With input from the Institutional Client, the Advisor may provide guidance in structuring the IPS so that it articulates the Institutional Client's investment goals, objectives, and risk tolerance. The IPS is also intended to outline the Institutional Client’s investment strategy and any parameters or limitations the Institutional Client wishes to place on investments in their account. Clients are solely responsible for determining what is appropriate to include in their IPS, however, TDPCW may provide assistance or guidance, if requested. IPS guidance is not available to HNW and TDIS (US) Clients. While HNW and TDIS Clients must complete a Client Discovery and Insight ("CDI") form and RTQ, these Clients are not permitted to provide an IPS for the management of their account. HNW and TDIS (US) Accounts. All HNW and TDIS (US) Advisors and their Clients work together to complete a New Account Agreement with Clients to develop a client profile reflecting the Client’s personal circumstances including their investment history, investment objectives and goals, time horizon, and other relevant information. Clients also complete an RTQ to determine their risk tolerance. In accordance with the New Account Agreement and the RTQ, the Advisor will provide the Client with an investment recommendation that the Advisor believes meets the Client’s specific circumstances. Clients may also place reasonable restrictions or limitations on their accounts (See Item 4, "Reasonable Restrictions" below). TDPCW Clients enter into a separate Brokerage agreement with TDPCW wherein TDPCW acts as introducing Broker Dealer, and clearing, trade execution, and custodial services are provided by Pershing LLC. For investment advisory services, TDPCW, Envestnet and the Client are contractually bound, with respect to the Managed Account Program services, through the Statement of Investment Selection and TDPCW Managed Account Program Terms and Conditions (together, the "Advisory Contract"). The Advisory Contract is a tri‐ party agreement between the Client, TDPCW and Envestnet and describes the Client's selected TDPCW Investment Program(s) and incorporates the agreed upon asset allocation, investment selection, wrap program fees and the TDPCW Managed Account Program Terms and Conditions. Advisors provide on‐going investment advice to the Client and on‐going monitoring of the Client's investments to confirm that they remain consistent with the Client's RTQ. Clients must promptly contact their Advisor in writing: • Any time the Client's address, telephone number and/or electronic mail address changes; • Any time the Client's residency changes from the United States to a non‐United States jurisdiction; • Any time a Client's work visa status changes; • Any time the Client's tax status with the US Internal Revenue Service changes; • Any time the Client's investment goals or financial situation materially changes; • Any time the Client wishes to change, modify or remove named beneficiaries; • Any time information previously provided to the Advisor materially changes, whenever the Client wishes to impose reasonable restrictions on the management of the Managed Account Program accounts; • Any time the Client wishes to reasonably modify existing restrictions; or • Any time the Client wishes to add a Trusted Contact Person or change, modify or revoke a Trusted 8  Contact Person designation. Client failure to provide TDPCW with current, accurate information will adversely affect the Client, TDPCW and the Advisor’s ability to effectively manage Client’s assets within the TDPCW Managed Account Program. TDPCW does not provide legal, tax, or accounting advice to its Clients, and Clients must consult their legal, tax and accounting professionals or CPAs on these matters. TDPCW Investment Programs The TDPCW Investment Programs described below are available to TDPCW Managed Account Program Clients and provide them with access to continuous and discretionary investment management services: TD Managed Portfolios. TD Managed Portfolios is a discretionary program managed by TDPCW portfolio managers ("TDPCW Portfolio Managers") that utilizes unaffiliated mutual funds ("Mutual Funds") and exchange traded funds ("ETFs"). Within the TD Managed Portfolios, TDPCW Portfolio Managers have designed a series of portfolios designed to meet various investment objectives and risk tolerances. The asset allocation for each portfolio is based on TDPCW's long‐ term outlook for various asset classes. These asset mixes may be tactically adjusted to reflect the shorter‐term outlook for the financial markets and asset classes. The portfolio styles and asset classes selected depend upon the goals that each TD Managed Portfolio seeks to achieve. The Client must approve the recommended strategy and authorize TDPCW and Envestnet to exercise discretionary trading authority. TD Guided Portfolios: TD Guided Portfolios combine the investment expertise of various affiliated and unaffiliated asset managers in multiple investment programs into a single discretionary portfolio. This investment strategy utilizes Separately Managed Accounts ("SMAs"), models ("Models"), Mutual Funds and ETFs in a single portfolio. The Client must authorize the recommended strategy and authorize TDPCW and Envestnet to exercise discretionary trading authority. SMAs and Models are managed according to the directions of one or more other investment advisers who act as sub‐managers (each, a "Sub‐Manager" and collectively, "Sub‐Managers"), including Epoch, pursuant to agreements entered into between the Sub‐ Manager and Envestnet. Envestnet provides investment advice with respect to the TD Guided Portfolios by delegating the Client's grant of investment discretion to each Sub‐Manager, as applicable, and by implementing the strategies according to the instructions of each Sub‐Manager. TD Premier Guided Portfolios: TD Premier Guided Portfolios offer Clients the ability to customize their Portfolios and offers access to more investment strategies and sub‐managers than the TD Guided Portfolios. The TD Premier Guided Portfolios combine the investment expertise of portfolio managers in multiple investment programs into a single discretionary portfolio, sometimes represented by multiple accounts. This investment strategy utilizes SMAs and Models, in a single portfolio. The Client must authorize the recommended strategy and authorize TDPCW and Envestnet to exercise discretionary trading authority. Envestnet provides investment advice with respect to the TD Premier Guided Portfolios by delegating the Client's grant of investment discretion to a Sub‐Manager, including Epoch, as applicable, and by implementing the strategies according to the instructions of the applicable Sub‐Manager. TD Managed Portfolios may be offered to Clients of the Institutional, HNW and TDIS (US) Managed Account Programs. TD Guided Portfolios and the TD Premier Guided Portfolios are available to eligible Clients of the Institutional Managed Account Program and HNW Managed Account Program. 9  INSTITUTIONAL HIGH NET WORTH TDIS (US) TD Managed Portfolios TD Managed Portfolios TD Managed Portfolios TDPCW Investment Programs TD Guided Portfolios TD Guided Portfolios TD Premier Guided Portfolios Service Model TD Premier Guided Portfolios Access to dedicated Advisor who is an investment adviser representative and registered representative of TDPCW. Access to dedicated Advisor who is an investment adviser representative of TDPCW and can open investment advisory accounts and a dedicated Customer Service telephone line. Private Client Group: Access to a dedicated Relationship Manager and to a dedicated Advisor who is an investment adviser representative and a registered representative. Relationship Manager may refer Client to a Wealth Strategist. Investment Policy Statement support. Access to investment advisory and brokerage accounts. Can open investment advisory and brokerage accounts. Access to TD Bank commercial bank services and products. Private Client Group Clients receive access to services including TD Bank Private Client banking, lending, investment management and trust services through TD Bank. Private Investment Advisor: Access to a dedicated Private Investment Advisor who is an employee of TD Waterhouse and an investment advisor representative and registered representative of TDPCW. Access to investment advisory and brokerage services. Tax Management Services Clients with TD Guided Portfolios that maintain a specified balance may select the Envestnet Tax Overlay Services and Custom Case Consulting Services available through Envestnet to help manage their realization of large unrealized gains. Neither TDPCW nor Envestnet provide tax advice in connection with Envestnet's Tax Overlay or Custom Case Consulting Services. Clients must consult with their personal tax advisor or CPA for advice specific to their individual circumstances and to develop tax goals that Envestnet will use in implementing a customized strategy. Cash Balances and the TDPCW Cash Sweep Program Clients may elect to automatically transfer uninvested cash in a Managed Account Program to certain insured depository accounts at affiliated banks. Retirement plans under the Employee Retirement Income Security 10  Act of 1974, as amended (ERISA) may elect to sweep available cash to unaffiliated money market mutual funds (MMFs). Except for ERISA Plans, you must affirmatively select the TD Bank Deposit Sweep Product or the “No Sweep” Option. If you are an ERISA Plan, you must affirmatively select the MMF Option or the "No Sweep" Option. You may select only one sweep option and TDPCW will not accept your Account if you do not select one of the three available sweep options. TDPCW and Pershing may, at any time, change the available sweep options or otherwise modify the TD Bank Deposit Sweep Product or the Money Market Mutual Fund Options, including by changing the banks and MMFs offered in the TD Bank Deposit Sweep Product and the Money Market Mutual Fund Options, respectively. Clients will be provided with at least 30 calendar days written notice before TDPCW or Pershing makes changes to the terms and conditions of the sweep program or a product currently available through the sweep program; changes, adds or deletes products available through the sweep program; or changes your investment through the sweep program from one product to another product. To opt out of TDPCW Cash Sweep Program, a Client may elect the "opt out" option when opening an Account or by contacting the TD Private Client Wealth Service Team at 833-981-8324. If a Client opts out of the TDPCW Cash Sweep Program, the available cash balances in the Managed Account Program will not earn interest or dividends. The Wrap Fee is charged on all cash balances. Because a Client will not earn any interest on cash that remains in their Managed Account Program, cash that remains in their Account will have a negative return (money will be deducted for fees, reducing the cash balance). TD Bank Deposit Sweep Product TDPCW and Pershing operate the TD Bank Deposit Sweep Product ("Product"), which deposits (or “sweeps”) available cash in an Account into bank deposit accounts (each, a “Deposit Account” and collectively, “Deposit Accounts”) at TD Bank USA, N.A. or TD Bank N.A. (“Program Banks”). TDPCW and the Program Banks are affiliates. The TD Wealth Bank Deposit Sweep Product Terms and Conditions can be found at https://tdwealth.netxinvestor.com/nxi/disclosure/brokeragedisclosure/bankdepositsweepdisclosure. Pershing seeks to maximize Federal Deposit Insurance Corporation ("FDIC") insurance to the extent possible through the Product by allocating swept funds to the two Program Banks. The standard maximum deposit insurance allowance established by the FDIC is currently $250,000 (including principal and accrued interest) per bank and per depositor in each insurable capacity as recognized by the FDIC and subject to certain conditions when aggregated with other deposits held by you, directly or indirectly, in the same bank and in the same insurable capacity (the “Standard Maximum Deposit Insurance Amount”). The Product will automatically sweep the first $247,500 in uninvested cash in your Account to one of the Program Banks and any additional uninvested cash in your Account that exceeds $247,500 will be swept into the other Program Bank even if the amount exceeds the Standard Maximum Deposit Insurance Amount available to you. Sweep deposit limits are set below the FDIC insurance limits to allow for accrued interest on the deposit accounts at the Affiliated Banks. Any amount deposited in a Program Bank in excess of the Standard Maximum Deposit Insurance Amount will not be covered by FDIC insurance. Neither Pershing nor TDPCW monitors or takes any responsibility for deposits you may have at a Program Bank outside of the TD Bank Deposit Sweep Product. Your other deposits at Program Banks will reduce the amount of FDIC deposit insurance coverage available to funds that are swept to the TD Bank Deposit Sweep Product. You are solely responsible for monitoring the FDIC coverage available to your swept funds at each Program Bank. For example, if you open a checking account at a Program Bank and funds held in your brokerage account are later swept to the same Program Bank, the funds in your checking account will reduce the amount of insurance available on the balance swept to the Program Bank as part of the TD Bank Deposit Sweep Product. 11  You should regularly review the current Program Banks described in this TDPCW Cash Sweep Disclosure carefully. The Program Banks will be listed on your TDPCW account statements, along with your cash balance in the TD Bank Deposit Sweep Product at each Program Bank. TDPCW. FDIC deposit insurance only covers deposits in the event of the failure of an FDIC member bank (“Insured Depository Institution”). Pershing and TDPCW are not Insured Depository Institutions. Furthermore, bank deposits are direct obligations of the Program Banks. They are not direct or indirect obligations of TDPCW or Pershing. The Program Banks decide what rate of interest to pay on the TD Bank Deposit Sweep Product balances. The interest rate and annual percentage yield (“APY”) are variable and subject to change at any time without prior notice to you. The interest rate you receive may be higher or lower than yields on other cash alternatives, such as MMFs. The current interest rate and APY for cash in the TD Bank Deposit Sweep Product can be obtained by calling your TD Advisor. The rate changes regularly, so it is prudent to check regularly. TDPCW Money Market Mutual Fund Sweep Option for ERISA Plan Accounts Clients that are ERISA Plan accounts are required to elect to sweep cash balances into certain SEC-registered money market mutual funds (MMFs). If a Plan selects a MMF as its sweep option, available cash in the Plan's Managed Account Program will be swept to that MMF. The MMFs available to a Plan are unaffiliated, third- party MMFs. MMFs are a type of mutual fund that invests in short-term securities and seeks to maintain a stable net asset value (“NAV”), or share price, while maintaining daily liquidity. MMFs are registered under the Investment Company Act of 1940, as amended, and are regulated by the SEC. MMFs charge advisory fees and other expenses, which are paid out of fund assets and which shareholders bear proportionately to their ownership interest. These internal costs adversely impact fund returns, including the yield paid to shareholders. While the share class offered by TDPCW does not charge either 12b-1 fees or shareholder servicing fees, TDPCW does not offer the lowest cost share class available for each MMF. Further to TDPCW's arrangement Pershing, TDPCW does not receive any payment or benefit from an ERISA Plan’s sweep into the MMF Option. The “No Sweep” Option You may opt out of the sweep feature by selecting the "No Sweep" Option. If you choose to opt out, uninvested cash in your Account will not be automatically swept. Instead, it will remain in your Account until it is needed to satisfy any debits, and it will not earn interest. For conflicts of interest related to TDPCW’s Cash Sweep Program, please see the section titled “Conflicts of Interest” under Item 9. Reasonable Restrictions Clients can place reasonable restrictions on the management of their account by designating certain restrictions on specific securities, industries, and fixed income characteristics that should not be purchased or held in their Managed Account Program account, subject to Envestnet's and the SMA Manager's acceptance. Requests for restrictions can be made during the new account opening process or, for an existing account, by contacting the Client's Advisor. Envestnet and the SMA Manager are not required to accept account restrictions that it deems unreasonable. Whether a particular restriction is reasonable will depend on the relevant facts and circumstances, including whether the restriction is inconsistent with the nature or operation of the Managed Account Program. Any restrictions a Client places on the management of his or her Managed Account Program account will cause the account to perform differently than similar, unrestricted accounts, possibly increasing costs or producing lower returns. Requests for restrictions relating to the underlying securities of a particular mutual fund or ETF will be deemed unreasonable, as Envestnet and the SMA Manager have no control over the underlying 12  investments of a particular fund. If a Client places a restriction on a specific security and Envestnet and/or the SMA Manager accept the restriction, Envestnet and the SMA Manager will have the sole discretion on the selection of the substitute security or to hold those assets in cash on a pro rata basis. Substitute ETFs and/or mutual funds could have fees or expenses that are higher than the ETFs and/or mutual funds typically used in the TDPCW Investment Programs. If a restriction request on a security that is currently held in a Client’s account is accepted, the security will be sold consistent with the terms and conditions of the TDPCW Managed Account Program, and a Client may pay fees, e.g., redemption fees, and taxes on the sale. Brokerage and Custodian Pershing LLC, in its capacity as an SEC‐registered broker‐dealer, provides clearing and trade execution services and serves as the custodian for accounts in the TDPCW Managed Account Program. The Client must electronically agree and consent to a separate brokerage agreement with TDPCW as the introducing broker (“Customer Agreement”) when enrolling in a Managed Account Program to establish the underlying brokerage account Pershing LLC provides a variety of services for the Managed Account Program, including holding Client account assets in custody, settling transactions, delivering electronic trade confirmations, account statements and tax reporting documentation, and other operational account‐related services. Pershing LLC will not provide (and should not be construed as providing) Clients with any investment advice in connection with the Managed Account Program. Client acknowledges that by placing all trades with Pershing LLC, Client may not receive the benefit of the lowest trade price then available for any particular transaction for the Managed Accounts in the Managed Account Programs. In effecting brokerage transactions, TDPCW, Envestnet, or a Sub‐Manager, may consider available prices and commission rates (including the fact that certain transactions effected through Pershing LLC are included in the Managed Account Program Fee) and other relevant factors such as execution capabilities and other services provided by Pershing LLC consistent with Section 28(e) of the Exchange Act. In executing transactions for an account, Pershing LLC may act on an agency or principal basis, to the extent permitted by law and subject to applicable restrictions and will be entitled to compensation for its services. Because it is anticipated that transactions for accounts will be executed exclusively through Pershing LLC, the prices at which transactions are executed may be less favorable for the client than would be the case if another broker-dealer were used. TDPCW, Envestnet or Sub‐Managers have the authority to effect transactions for the Managed Accounts with or through another broker, dealer or bank if TDPCW, Envestnet or the Sub‐ Manager believes that “best execution” of transactions may be obtained through such other broker, dealer or bank, including any broker‐ dealer that is affiliated with TDPCW, Envestnet or the Sub‐Manager Manager. In such circumstances, Clients will incur transaction-related fees and expenses that are in addition to, and are not covered by, the Advisory Fee, and these costs will not appear on the Client's trade confirmations (defined below). Some or all transactions effected for a client’s account may be aggregated with transactions for other clients of TDPCW, Pershing LLC or one of their respective affiliates and may be later allocated to the client’s account at an average price. Pershing LLC may also, from time to time, and in its discretion, act as principal (to the extent permitted by law) in aggregated orders that are allocated to the client’s account at an average price. The client’s trade confirmations will identify when a transaction was effected at an average price, the average price at which it was effected, and if so, whether Pershing LLC acted as principal or agent for the transaction. Clients will receive trade confirmations of all transactions and account statements from Pershing LLC, at least quarterly (monthly for months when there is activity in their account) and should review these statements 13  carefully. TDPCW, Envestnet or Sub-Managers generally aggregates (or blocks) orders for the purchase or sale of securities during each trading day. Trades resulting from client-initiated activity (e.g., account contributions, withdrawals, changes in strategy, and client restrictions) will typically be blocked together and trades resulting from rebalancing activity will typically be blocked together. When an order requires more than one execution, participating accounts will receive the average price for transactions in their particular block order. Although it is expected that block trades will be sent to the market at approximately the same time, Clients' accounts generally will receive a different execution price depending on whether the trades result from client-initiated activity or rebalancing activity. Either block can be executed first on any particular trading day. To the extent accounts in the TDPCW Managed Account Program regularly trade behind other types of TDPCW client accounts, it is possible that TDPCW Managed Accounts will receive worse prices than accounts trading ahead of it. The TDPCW Managed Accounts' trading is conducted separately from other TDPCW trading, and orders for the TDPCW Managed Accounts are not aggregated with orders placed on behalf of other TDPCW clients. When a transaction for the client’s account is aggregated with transactions for other accounts, the price at which the aggregated transaction is effected may be less favorable for the client’s account than would be the case if the relevant security or other financial product was transacted for the client’s account individually. The Managed Account Programs are discretionary investment advisory programs, and not self‐directed brokerage services. Unlike self‐directed brokerage accounts, Clients will not be able to place orders to buy or sell specific securities. Rather, TDPCW will place orders to buy and sell securities consistent with the discretionary authority it has under the Advisory Contract. TDPCW reserves the right, at any time and without notice, to delay or suspend trading activity in the Managed Account Programs’ accounts in its sole discretion. If TDPCW suspends or delays trading, requests to withdraw and transfer cash from the Managed Account Programs’ accounts will continue to be honored. However, there may be a delay in the Managed Account Programs’ ability to liquidate securities to cover requests for withdrawals in excess of the cash in a Managed Account Program account, or to invest existing or new cash balances. B. OTHER ADVISORY SERVICES Pershing Retirement Plan Network TDPCW offers investment management and administrative services to qualified retirement plans that have separately engaged Pershing LLC to provide custody and/or other ancillary services as part of the Pershing Retirement Plan Network pursuant to a separate agreement between the Client and Pershing LLC. TDPCW does not provide any advice in connection with the administrative services and does not assume fiduciary obligations with respect to the Client or underlying qualified retirement plan. Clients will pay an additional fee. See Section C. Wrap Fees below. C. TDPCW MANAGED ACCOUNT PROGRAM WRAP FEES General TDPCW Clients pay a wrap fee (the “Managed Account Program Wrap Fee”) based on the total assets under management (“AUM”) including available cash balances, which are based on the total amount of advised assets (“Program Assets”). The Managed Account Program Wrap Fee includes advisory and investment 14  management services as well as execution services. The Managed Account Program Wrap Fee that a Client will pay will be indicated in the Client's Statement of Investment Selection. The Managed Account Program Wrap Fee also will include, depending upon a Client's selected Managed Account Program: (1) Platform Fee including custody services fees; (2) Investment manager fees for Clients with investments in a SMA or Model; and (3) Envestnet Tax Overlay Services and Custom Case Consulting Services fees, if applicable. No separate brokerage commissions will be charged by TDPCW for trades executed within the Managed Account Program. The Managed Account Program Wrap Fee will be charged on all Managed Account Program assets, including all uninvested cash balances within the Client's account. Advisors may combine or “household” multiple related accounts (including, if requested by Client and at TDPCW's sole discretion, some or all accounts of a Client and any other account owners living at the same primary address of record) in the Managed Account Program for purposes of calculating the Managed Account Program Wrap Fee. There is no minimum annual fee for the TD Managed Portfolios, TD Guided Portfolios, and TD Premier Guided Portfolios Managed Account Programs. Clients of the Pershing Retirement Plan Network will be charged separate custody and other ancillary fees pursuant to their agreement with Pershing LLC. A Managed Account Program Wrap Fee charged may differ between Clients holding similar portfolios or having the same size of assets under management, regardless of the type of Managed Account Program selected. TD employees may receive discounts to the below fee schedules. Institutional Institutional Clients are charged fees based on a tiered asset‐based fee model described in detail under "Institutional Wrap Fee Schedule" below. Institutional Clients may negotiate or receive discounts on Managed Account Program Wrap Fees on a case‐by‐case basis at TDPCW's sole discretion. Factors that may impact the Managed Account Program Wrap Fee charged on an Institutional Client's account may include prior or existing relationships, the overall TD Bank relationship, and anticipated future services. As a result, TDPCW may also, in its sole discretion, choose to waive all or a portion of negotiated fees for a given period. For Institutional Clients, the total Managed Account Program Wrap Fee may change over time due to changes in a Client's Managed Account Program accounts including the amount of assets in a specific Managed Account Program, changes in selected investment managers, the amounts allocated to particular investment managers, account rebalancing, and investment performance. Changes could result in a higher or lower Managed Account Program Wrap Fee being charged. Institutional Equity/Balanced Wrap Fee Schedule The Equity/Balanced Wrap Fee Schedule (the "Equity/Balanced Fee Schedule") for Institutional Clients is provided below. The Institutional Equity/Balanced Wrap Fee Schedule indicates the Incremental Maximum Wrap Fee Per Annum paid to TDPCW for advisory, custody, and platform fees. 15  Equity/Balanced Wrap Fee Schedule Equity / Balanced Account Total AUM Incremental Maximum Fee Per Annum First $1,000,000 1.50% 1.05% Next $1,000,000 Next $2,000,000 0.85% Over $4,000,000 0.65% Institutional Fixed Income Wrap Fee Schedule Clients will be charged in accordance with the Fixed Income Wrap Fee Schedule based on the Client's asset allocation for the TD Managed Portfolio and the Advisor's determination of the appropriate Fee Schedule further to the composition of Client's TD Guided and TD Premier Guided Portfolio. Fixed Income Wrap Fee Schedule First $1,000,000 0.85% Next $1,000,000 0.75% 0.65% Next $2,000,000 Over $4,000,000 0.45% High Net Worth Wrap Fee Schedule HNW Clients are charged fees based on a tiered asset‐based fee model described in detail under " High Net Worth Wrap Fee Schedule" below. Certain HNW Clients may negotiate or receive discounts on Managed Account Program Wrap Fees on a case‐by‐case basis at TDPCW's sole discretion. Factors that may impact the Managed Account Program Wrap Fee charged on a HNW Client's account may include prior or existing client relationships, the anticipated number or volume of trades and anticipated future services. As a result, TDPCW may also, in its sole discretion, choose to waive all or a portion of negotiated fees for a given period. For HNW Clients, the total Managed Account Program Wrap Fee may change over time due to changes in a Client's Managed Account Program accounts including the amount of assets in a specific Managed Account 16  Program, changes in selected investment managers, the amounts allocated to particular investment managers, account rebalancing, and investment performance. Changes could result in a higher or lower Managed Account Program Wrap Fee being charged. HNW Equity/Balanced Wrap Fee Schedule The Equity/Balanced Wrap Fee Schedule (the "Equity/Balanced Fee Schedule") for HNW Clients is provided below. The HNW Equity/Balanced Wrap Fee Schedule indicates the Incremental Maximum Wrap Fee Per Annum paid to TDPCW for advisory, custody, and platform fees. Equity/Balanced Wrap Fee Schedule Equity / Balanced Account Total AUM Incremental Maximum Fee Per Annum First $1,000,000 1.50% 1.05% Next $1,000,000 Next $2,000,000 0.85% 0.65% Over $4,000,000 HNW Fixed Income Wrap Fee Schedule Clients will be charged in accordance with the Fixed Income Wrap Fee Schedule based on the Client's asset allocation for the TD Managed Portfolio and the Advisor's determination of the appropriate Fee Schedule further to the composition of Client's TD Guided and TD Premier Guided Portfolios. Fixed Income Wrap Fee Schedule 0.85% First $1,000,000 0.75% Next $1,000,000 0.65% Next $2,000,000 Over $4,000,000 0.45% TDIS (US) Wrap Fee Schedule TDIS (US) Clients pay a Managed Account Program Wrap Fee regardless of the total assets under management. Certain TDIS (US) clients may negotiate or receive discounts on Managed Account Program Fees on a case- by-case basis at TDPCW’s sole discretion. Factors that may impact the Managed Account Program Wrap Fee charged on a TDIS (US) Client’s account may include prior or existing client relationships, the anticipated number or volume of trade and anticipated future services. As a result, TDPCW may also, in its sole discretion, choose to waive all or a portion of the negotiated fee for a given period. TDIS (US) Clients may pay a higher Managed Account Program Wrap Fee than a HNW Client for the same Managed Account Program offering 17  and receive fewer services as a result of the TDIS (US) service model. TDIS (US) Clients are charged fees based on a asset‐based fee model described in detail under " TDIS (US) Wrap Fee Schedule" below. The fees for TDIS (US) are represented below: TDIS (US) Equity/Balanced Wrap Fee Schedule: Equity/Balanced All Assets 1.10% TDIS (US) Fixed Income Wrap Fee Schedule: Fixed Income All Assets 0.85% D. HOW TDPCW MANAGED ACCOUNT PROGRAM WRAP FEES ARE CHARGED AND PAID The Managed Account Program Wrap Fee for the first quarter in which a Client participates in the Managed Account Program is calculated on a pro‐rata basis and debited in the month immediately following the account’s opening, based on the average daily balance of the account on the date the assets are placed in the Managed Account Program until the end of the same month. Subsequent Managed Account Program Wrap Fees will be charged quarterly in advance, on or about the 10th business day of January, April, July and October (each, the beginning of a calendar quarter), based on the average daily balance of the previous calendar quarter. All fees are automatically deducted from the Client’s TDPCW account(s). Product changes may trigger billing recalculations that result in a debit or credit of fees to a Client's account. In the event a Managed Account Program or TDPCW Investment Program change(s) occur during any calendar month, billing recalculations, a "product change adjustment", will be triggered resulting in a debit and credit of fees to the Managed Program Account in the month following the change. Managed Account Program and/or TDPCW Investment Program change adjustments will occur in the following situations: (1) changing from one Managed Account Program or TDPCW Investment Program to another, (2) changing TD Guided Portfolios Models, (3) adding/removing/swapping/adjusting allocation between SMA/Models in TD Guided Portfolios, and (4) changing TD Premier Guided Portfolios SMA/Models. Product change adjustments are computed for the period from the product change date to billing period end date. Credits will be calculated using the value of the impacted billing event while debits will be calculated using the value on the second business day from the product change date. We will not assess fees, or make adjustments to, previously assessed fees made in connection with large deposits or large withdrawals made mid billing cycle. The Managed Account Program Wrap Fee is based upon the average daily account balance from the previous quarter. If the Advisory Contract is terminated by either party by written notice in accordance with the terms of the Advisory Contract, following receipt of notice of termination, TDPCW will refund the pro‐ rated portion of the advanced advisory fee paid based upon the number of days remaining in the billing quarter. 18  Participation in the TDPCW Managed Account Programs may cost more or less than purchasing such services separately. Also, the annual TDPCW Managed Account Program Wrap Fees charged by TDPCW for participation in the TDPCW Managed Account Programs may be higher or lower than those charged by other sponsors of comparable wrap fee programs. Depending upon the percentage of the annual Managed Account Program Wrap Fee charged by TDPCW, the amount of portfolio activity in the client's account, and the value of custodial and other services provided, the annual TDPCW Managed Account Program Wrap Fee may or may not exceed the aggregate cost of such services if they were to be provided separately and/or if TDPCW were to negotiate transaction fees and seek best price and execution of transactions for the client's account. E. ADDITIONAL FEES The Managed Account Program Wrap Fee charged to a Client includes advisory and investment management services; platform fees; execution services; custody services (except qualified retirement plans that participate in the Pershing Retirement Plan Network); investment adviser fees for SMAs and Models and, where selected by an eligible Client, the Envestnet Tax Overlay Services and Custom Case Consulting Services fees. No separate brokerage commissions will be charged by TDPCW for trades executed within the Managed Account by Pershing LLC. Additional fees and charges imposed by custodians, brokers, investment managers, and other third parties may include, but are not limited to: internal fees, expenses, and charges imposed by mutual funds and ETFs, • • mutual fund redemption fees and/or short‐term trading fees, • brokerage commissions, costs, and/or mark‐ups and mark‐downs incurred when trades are executed by a broker‐dealer other than Pershing LLC, • account closing/transfer costs, • processing fees or certain other costs or charges that may be imposed by third parties (including, among other things, odd‐lot differentials, transfer taxes, foreign custody fees, foreign exchange and exchange fees, currency conversion fees, supplemental transaction fees, regulatory fees and other fees or taxes that may be imposed pursuant to law), and • certain non‐brokerage‐related fees such as ERISA plan or retirement account trustee or custodian fees, tax‐qualified retirement plan account fees, and retirement account termination fees. Mutual Funds and ETFs Clients invested in Mutual Funds and ETFs are charged all internal management fees and other expenses charged by the Mutual Funds and/or ETFs at the fund level. All fund fees and expenses are disclosed in each Mutual Fund’s or ETF’s prospectus (delivered to Clients by Pershing) and are exclusive of and in addition to the Managed Account Program Wrap Fee. These fees are paid directly by the Mutual Fund or ETF but are ultimately borne by the Client. TDPCW does not receive any portion of the fund management fees, commissions, or other expenses charged by Mutual Funds or ETFs. SMAs and Models Clients with one or more SMAs or Models in a TD Guided or TD Premier Guided Investment program will pay fees charged by each SMA's and/or Model's Sub‐Managers that are incorporated into the Managed Account Program Wrap Fee charged to the Client. Investment manager fees for SMAs and Models will be included in the overall Managed Account Program Wrap Fee. The investment adviser fees charged by the SMA and/or Model Sub‐Managers will vary depending on the sub‐manager and the investment strategy of the SMA and/or 19  Model Sub‐Manager. The asset‐based fees of the SMA and Model Sub‐ Managers on the TDPCW platform generally range from 0.12 % to 1.15% per annum. Envestnet Tax Overlay Services Clients who are eligible for and select the Envestnet Tax Overlay Services and/or Custom Case Consulting Services are incorporated into the Managed Account Program Wrap Fee charged to the Client. Pershing Retirement Plan Network Clients that participate in the Pershing Retirement Plan Network will pay a custodian fee directly to Pershing LLC which is exclusive of and in addition to the Managed Account Program Wrap Fee. Pershing Retirement Plan Network Clients who engage other third parties to provide services related to their account through the Pershing Retirement Plan Network, such as trustee and participant distribution services, will pay fees and charges to the third‐party service providers which are separate from and in addition to the Managed Account Program Wrap Fee. TDPCW is not responsible for services provided by third parties in connection with the account. Where ERISA Plan Clients have engaged Pershing LLC to provide custodial services through the Pershing Retirement Plan Network, custody services will not be included as part of the Managed Account Program Wrap Fee. Step Out Trades and Trading Away The Managed Account Program Wrap Fee does not cover commissions, commission equivalents (mark‐ ups/mark‐ downs), or other charges resulting from transactions not effected through Pershing LLC ("trading away"). Envestnet and Sub‐Managers within the TD Guided Portfolios and TD Premier Guided Portfolios have discretion to effect brokerage transactions with or through another broker‐dealer other than Pershing LLC if Envestnet or the Sub‐Managers believe that “best execution” of transactions may be obtained through such other broker‐dealer, including any broker‐dealer that is affiliated with TDPCW, Envestnet, or the Sub‐ Managers. These transactions, referred to as “step out” trades, are trades between two brokers. In some instances, the other firm executes step out trades without any additional commission or markup or markdown, but in other instances, the executing firm will charge a commission or a markup or markdown on the trade. If Envestnet or a Sub‐Manager places trade orders with a firm other than Pershing LLC, and the other firm imposes a commission or an equivalent fee on the trade (including a commission embedded in the price of the investment (such as a markup or markdown), Client will pay trading costs in addition to the Managed Account Program Fee. These trading costs will not appear on the Client’s trade confirmations. Some Sub‐ Managers have historically placed nearly all Client trades with broker‐dealer firms other than Pershing LLC for execution, especially those Sub‐Managers offering fixed income, foreign and small cap strategies. As a result, these types of Sub‐Managers and their strategies could be costlier than Sub‐ Managers that primarily place client trade orders with Pershing LLC for execution. Envestnet and each of the Sub‐Managers are solely responsible for ensuring that they comply with their best execution obligations to Clients. Clients should review Envestnet’s and each Sub‐Manager’s trading in the Client’s Account because TDPCW does not monitor, review or evaluate whether Envestnet or Sub‐ Managers are complying with their best execution obligations to the Client. Clients should review Envestnet’s and Sub‐ Manager’s Form ADV Part 2A Brochure, inquire about Envestnet’s or Sub‐Manager’s trading practices, and consider that information carefully, before selecting a Sub‐Manager. Clients should carefully consider any 20  additional trading costs they may incur before selecting a Sub‐Manager. Any information provided to Clients about the trading costs of Envestnet and each Sub‐Manager are based solely upon the information Envestnet and the Sub‐Manager provides to TDPCW. TDPCW has not independently verified the information, and as a result, none of TDPCW or any of its affiliates or associates makes any representation as to the accuracy of this information. Please contact TDPCW or your Advisor for more information regarding commissions and transaction costs associated with step out trades. TDPCW Affiliates Epoch will receive fees when SMAs or Models sub‐managed by them are utilized in a Client's Managed Account Program accounts. When utilizing affiliated SMAs or Model Sub‐Managers, TD Bank earns more compensation than it would if the Client selected a non‐affiliated SMA or Model Sub‐Manager because the fees a Client pays for investment management and/or other services are retained by TD Bank and its affiliates. In such instances, there is a conflict of interest for TDPCW, see Item 9 Below. F. COMPENSATION Institutional, Private Client Group HNW and TDIS (US) Advisor Compensation: TDPCW generally pays a portion of the advisory fees it receives to its Advisors based on the amount of assets a Client invests. TDPCW Advisors can also earn a discretionary award based on contributions to and the overall profitability of TDPCW; this discretionary award is not tied to the type of services or investments sold or recommended. Advisors have an incentive to recommend to Clients products and services that would be expected to result in additional revenue to TDPCW. When an Advisor is acting in an advisory capacity, there is an incentive to encourage the Client to invest more assets through the advisory account in order to produce greater overall revenue for TDPCW and its affiliates. Private Investment Advisor HNW Compensation: Private Investment Advisors are employees of TD Waterhouse in Canada. TDPCW and TD Waterhouse are affiliates. TD Waterhouse and TDPCW entered into an agreement whereby TD Waterhouse will provide an invoice to TDPCW monthly in arrears for the TDPCW advisory and brokerage services provided by the Private Investment Advisors. TD Waterhouse will pay the Private Investment Advisors in accordance with TD Waterhouse's compensation schedule for fee‐based revenue and brokerage revenue. Other Benefits Advisors are also eligible to receive other reasonable benefits from third party sponsors such as admittance to conferences (for education, networking, training, and personal and professional development) and other forms of non‐cash compensation (such as gifts, travel expenses, entertainment) for recommending their products over others. These benefits create an incentive for your Advisor to recommend certain third‐ party products and services over others in order to maximize the benefits they receive. TDPCW mitigates these conflicts by training and supervising its Advisors and disclosing these conflicts to you. See Item 9 for additional "Conflict of Interest" information. 21  ITEM 5 TYPES OF CLIENTS AND ACCOUNT REQUIREMENTS TDPCW requires that all Clients who wish to open and maintain one or more advisory accounts with TDPCW sign the Advisory Contract. Institutional Clients The Institutional Managed Account Program provides discretionary investment advisory services to all types of Institutional clients including taxable entities and nonprofit organizations such as endowments, foundations, associations, and municipalities, ERISA Plan and non‐ERISA Plan accounts, as well as healthcare and educational entities. The Institutional Managed Account Program also provides investment advisory services to ERISA and non‐ERISA plans. Institutional Clients in generally have $1,000,000 or more in investable assets or a net worth of $3 million or more. High Net Worth Clients HNW clients are defined as those generally having more than $1,000,000 in investable assets. Private Client Group Clients include individual and multiple owner accounts; trust and estate accounts; corporate accounts and retirement accounts including ERISA plans, tax qualified plans of self‐employed individuals (“SEPs”), individual retirement accounts (“IRAs”) and other tax‐qualified accounts. Private Client Group clients may be referred to services offered through TD Bank, including, but not limited to, banking, investments and trust and lending available through TD Bank. Private Investment Advisors Private Investment Advisor Clients may open individual cash accounts, domestic trust accounts, multiple owners accounts, corporate accounts, and if eligible, may open Traditional IRA, Roth IRA and ERISA Plan accounts with TDPCW. TD Investment Services (US) Clients TDIS (US) provides investment advisory services to clients with $100,000 or more in investible assets. TDIS (US) Clients includes individual and multiple accounts, small business account, trust and estate accounts and SEP and IRA accounts. Clients of TDIS (US) may only invest in the TD Managed Portfolios. The initial minimum investments for TDPCW Investment Programs offered are listed below. Program Name Initial Minimum Investment TD Managed Portfolios TD Guided Portfolios TD Premier Guided Portfolios $10,000 $100,000 $500,000 The initial minimum account size for TD Managed Portfolios may be waived at the sole discretion of the TDPCW Portfolio Manager. Institutional Clients and HNW Clients who select a SMA or Model for their TD Premier Guided Portfolios or TD Guided Portfolios (including TD Guided Portfolios) will be subject to the account minimums determined by the SMA or Model's Sub‐Manager. 22  Clients who select the Envestnet Tax Overlay and/or Custom Care Consulting Services must maintain a minimum investment determined by Envestnet. TDPCW and/or Envestnet may terminate the Envestnet Tax Overlay Service and/or Custom Case Consulting Services when a Client’s accounts fall below this account minimum in their discretion. Retirement accounts may be subject to certain TDPCW policies, restrictions and other terms and conditions that are different from those applicable to other accounts in the Managed Account Program. Such policies, restrictions and other terms and conditions may affect, for example, the Mutual Funds, ETFs and Sub‐ Managers that may be available for selection for the management of such accounts, the products that may be available for investment in such accounts, the manner in which transactions may be effected in such accounts and the fees and expenses that may be charged to such accounts. As a result, application of the policies, restrictions and other terms and conditions may result in the performance of ERISA and IRA accounts being worse than it would have been absent such policies, restrictions and terms and conditions. If you have additional questions about policies, restrictions and terms and conditions that apply to your retirement account(s), please contact your Advisor. ITEM 6 PORTFOLIO MANAGER SELECTION AND EVALUATION A. TD PORTFOLIOS TD Managed Portfolios The TD Managed Portfolios is a discretionary program managed by TDPCW that utilizes unaffiliated Mutual Funds and ETFs. Within the TD Managed Portfolios, TDPCW provides guidance on asset allocation for a range of investment goals and risk tolerances. The TD Managed Portfolios are designed for Clients seeking a long‐ term approach to investing. TD Managed Portfolios seek to provide model portfolios for different investment goals, objectives, and risk tolerances. TD Managed Portfolios utilize both a strategic and tactical approach to asset allocation. Envestnet does not provide investment advisory services or exercise discretion over Client accounts that are invested in the TD Managed Portfolios. The TD Managed Portfolios may be used as a standalone option for a Client or within the TD Guided Portfolios and TD Premier Guided Portfolios. TD Guided Portfolios The TD Guided Portfolios program combines the investment expertise of various affiliated and non‐ affiliated asset managers (“Portfolio Managers”) in multiple investment programs into a single discretionary portfolio. This investment strategy features the benefits of Mutual Funds and ETFs and affiliated and non‐affiliated Separately Managed Accounts ("SMAs") and Models in a single discretionary Portfolio. TDPCW provides guidance on asset allocation for a range of investment goals and risk tolerances. The Advisor, in consultation with the Client, can customize the Portfolio to reflect the Client’s unique circumstances and preferences and to reflect changes in market environments by adjusting the asset allocation and selecting appropriate investment strategies from an approved list of SMAs, Models, Mutual Funds and ETFs identified by TDPCW. TD Premier Guided Portfolios The TD Premier Guided Portfolios offer Clients further ability to customize their portfolios and provide access to more investment strategies and managers than the TD Guided Portfolios. The TD Premier Guided Portfolios combine the investment expertise of Portfolio Managers in multiple investment programs into a single Unified Managed Account ("UMA"). Like the TD Guided Portfolios, this investment strategy features the benefits of 23  affiliated and non‐ affiliated SMAs and Models in a single portfolio. TDPCW provides guidance on asset allocation for a range of investment goals and risk tolerance. An Advisor, in consultation with the Client, can customize the portfolio to reflect the Client’s unique circumstances and preferences as well as to reflect changes in market environments. B. ASSET ALLOCATION Within the TD Managed Portfolios, TD Guided Portfolios, and TD Premier Guided Portfolios, strategic asset allocation models have been developed that pursue different investment goals, objectives and risk tolerances based on TDPCW's long‐term outlook for various asset classes. The asset allocations for the Managed Account Programs are determined using a number of analytical tools and consider a variety of factors including historical rates of return and risk for a broad range of asset classes, correlation across asset classes and downside risk metrics. For Institutional Clients, Advisors may advise Clients as to an appropriate strategic asset allocation based on the parameters set forth in the Client's IPS. TDPCW helps HNW and TDIS (US) Clients determine an appropriate asset allocation within one of the Managed Account Programs. The appropriate asset allocation is based on a combination of an analysis and review of the Client Profile and a separate RTQ. TDPCW may request asset allocation advice from TD Asset Management ("TDAM"), when developing strategic asset allocations for the TD Managed Portfolios, the TD Guided Portfolios, and the TD Premier Guided Portfolios. TDPCW ultimately determines the appropriate asset allocation framework for the TD Managed Portfolios, the TD Guided Portfolios and the TD Premier Guided Portfolios. Asset class mixes within TD Guided and TD Premier Guided portfolios may be tactically adjusted where appropriate to respond to changing market conditions, to pursue market opportunities, and/or to reflect TDPCW's outlook for the financial markets and asset classes, where deemed necessary by TDPCW and/or your Advisor. Asset class mixes within the TD Managed Portfolios may be tactically adjusted where appropriate to respond to changing market conditions. The tactical asset allocation of the TD Managed Portfolios is set by TDPCW with support from the TD Wealth Asset Allocation Committee (“WAAC”). WAAC meets formally at least quarterly to consider macro‐economic conditions as well as valuation drivers across appropriate markets. Following each meeting, the WAAC’s positioning, rationale, and recommended asset allocation adjustments are communicated to TDPCW for the benefit of Client accounts. WAAC insights and recommendations are considered by TDPCW for adoption as TDPCW policy after considering the impact to Client portfolios. If TDPCW determines that a tactical change to the asset allocation policy is appropriate, TDPCW will determine the appropriate timing and implementation of the tactical asset allocation adjustments and execute adjustments. C. PORTFOLIO CONSTRUCTION For Institutional Clients with an Investment Policy Statement, the Advisor will determine a strategic asset mix 24  that includes different allocations for asset classes (such as equity/ fixed income), geographical exposures (such as domestic/international), capitalization exposure (e.g., small/large cap), and/or style exposures (such as growth/value). The Advisor will then implement the strategy utilizing a selection of Mutual Funds, SMAs, Models, and/or ETFs that fit within the preferences and needs of the Client. Each investment selected for the Portfolio is screened and reviewed using the due diligence process below. The Advisor will work to select the appropriate construction and execute changes where appropriate based on market conditions, investment performance, and changes in TDPCW's investment outlook. TD Managed Portfolios Within the TD Managed Portfolios, asset allocation strategies are executed by combining the asset allocation appropriate for each Client’s risk appetite with TDPCW's investment selections. Within the TD Managed Portfolios, TDPCW has developed various model portfolios to pursue different investment objectives, goals, and risk tolerances. Each model includes different allocations for asset classes (such as equity/ fixed income), geographical exposures (such as domestic/international), capitalization exposure (e.g., small/large cap), and/or style exposures (such as growth/value). The investment selection for the TD Managed Portfolios is determined using a number of proprietary analytical tools and considers a variety of factors including historical rates of return and risk for a broad range of asset classes, correlation across asset classes and downside risk metrics. Each investment selected within the TD Managed Portfolios is screened and reviewed using the due diligence process described below. TD Guided Portfolios and TD Premier Guided Portfolios Within the TD Guided Portfolios and TD Premier Guided Portfolios, TDPCW will help the Client determine an appropriate strategic asset mix and will help the Client customize TDPCW's strategic asset allocation model to reflect the Client’s specific preferences, objectives, restrictions, and goals. The selected asset allocation is executed by combining the asset allocation appropriate for each Client’s risk appetite with the Client's investment selection. Advisors will work with the Client to select Mutual Funds, SMAs, Models, and/or ETFs that fit within the asset allocation framework appropriate for the Client. Each investment selected within the TD Guided Portfolios or TD Premier Guided Portfolios is screened and reviewed using the due diligence process below. The Advisor and the Client will work together to select the appropriate construction within the TD Guided Portfolios or TD Premier Guided Portfolios and the Advisor will execute changes where appropriate based on market conditions, investment performance, and changes in TDPCW's investment outlook. Allocation to Affiliated Products within the Portfolios When TDPCW requests asset allocation recommendations from its affiliate, TDAM, and TDAM's asset allocation recommendation leads TDPCW to engage an affiliated Sub‐Manager, TDAM, its affiliates, and the Bank will receive a benefit and the Client may be charged higher management fees than if the allocation recommendation resulted in the engagement of an unaffiliated Sub‐Manager. Clients may direct TDPCW not to invest their assets in, or recommend investments in, affiliated SMAs and Models subject to reasonable restrictions. See Item 9, "Conflicts of Interest" below for a further description of TDPCW’s conflicts of interest. 25  D. PORTFOLIO MANAGER SELECTION AND EVALUATION TDPCW employs sophisticated quantitative and in‐depth qualitative measures to research and select Portfolio Managers and strategies suitable for inclusion within the TDPCW Portfolios. Selected Portfolio Managers and strategies are placed on an approved list (the “Approved List”) which is monitored on an ongoing basis. Only SMAs, Models, Mutual Funds, and ETFs that appear on the Approved List will be used to construct the TD Managed Portfolios, the TD Guided Portfolios, and the TD Premier Guided Portfolios. Selection and Evaluation of Affiliated SMAs and Models TDPCW has greater access and insight to the organizational structure, investment team history, risk management culture, investment philosophy, and analytical process for SMAs and Models offered by its affiliates and generally prefers to include affiliated SMAs and Models on the Approved List. While affiliated SMAs and Models undergo a screening and review process, TDPCW will generally select an affiliated SMA or Model over a non‐affiliated product unless the non‐affiliated product provides significantly greater value. TDPCW may also select an affiliated product that charges higher fees and expenses than a non‐ affiliated product as long as the affiliated product is otherwise appropriate, and the fees are comparable. Clients have the ability to direct TDPCW not to invest their assets in or recommend investments in affiliated products, subject to reasonable restrictions. See Item 9, “Conflicts of Interest” for more information on TDPCW's conflicts of interest. Selection and Evaluation of Non‐Affiliated SMAs, Models, Actively Managed Mutual Funds and Actively Managed ETFs Envestnet PMC portfolio consulting group to provides screening, analysis, and due diligence services on behalf of TDPCW for non‐affiliated, third‐party asset managers, SMAs, Models, Actively Managed Mutual Funds and Actively Managed ETFs for inclusion within the Approved List. TDPCW may also perform screening, analysis, and due diligence on third‐party asset managers, SMAs, Models, Actively Managed Mutual Funds and Actively Managed ETFs not covered by Envestnet PMC for inclusion within the Approved List. TDPCW also conducts ongoing due diligence and oversight of the services provided by Envestnet PMC to ensure that the firm continues to meet the standards for independent and comprehensive manager due diligence for the strategies they cover for TDPCW. See the Envestnet Form ADV Part 2A for details on the Envestnet PMC Investment Strategy, Fund Research and Due Diligence methodology. Pre‐Screening TDPCW may pre‐screen SMAs, Models, Actively Managed Mutual Funds and Actively Managed ETFs prior to further consideration for an in‐depth quantitative and qualitative assessment before they are included on the Approved List. The pre‐screening process may take into consideration: (1) firm assets under management, (2) strategy size, (3) operating history, and (4) performance history. SMAs, Models, or Actively Managed Mutual Funds and Actively Managed ETFs that do not meet the pre‐ screening criteria, may nonetheless be considered and analyzed during the quantitative and qualitative assessment stage if there is a compelling and documented rationale for consideration. Quantitative Assessment TDPCW evaluates SMAs, Models, Actively Managed Mutual Funds and Actively Managed ETFs based on a range of quantitative criteria prior to recommending them for inclusion on the Approved List. This process involves analyzing several risk and return measures including peer group ranking, trailing return history, performance and style consistency, and volatility measures. 26  TDPCW uses performance information which may include risk‐ adjusted returns, upside/downside capture ratios, volatility and tracking error measures. The quantitative analysis may consider performance data from a SMA, Model, or Actively Managed Mutual Fund and Actively Managed ETF manager’s prior performance in another SMA, Model, Actively Managed Mutual Fund or Actively Managed ETF, where appropriate based on objective criteria. The goal of the quantitative analysis is to help identify Portfolio Managers that exhibit consistent above‐ average performance and/or below‐average risk on a relative basis by gauging the performance history of each investment against its peers and benchmark on an absolute‐return and risk‐adjusted return basis. The criteria employed for each SMA, Model, Actively Managed Mutual Funds and Actively Managed ETFs may not be identical and instead are typically based on the nature of the portfolios and investment philosophy. Qualitative Assessment If TDPCW determines that a SMA, Model, Actively Managed Mutual Fund or Actively Managed ETF demonstrates desirable characteristics during the quantitative assessment, the team will analyze the qualitative aspects of the SMA, Model, Actively Managed Mutual Fund or Actively Managed ETF. Qualitative analysis relies on an investigation of the manager and review of the qualitative factors that can influence portfolio returns. This includes a review of the manager’s investment style or approach, the strategy, process and methodology they apply to build and maintain portfolios, and their underlying investment philosophy. These aspects are then reviewed in the context of the tools, infrastructure and support resources that can be applied to support or drive the investment process. Some of the qualitative characteristics that are reviewed include manager tenure and experience, portfolio management discipline, research capabilities and organizational strength. The goal of the qualitative assessment is to identify SMAs, Models, or Mutual Funds that have experienced investment professionals, research capabilities, follow intelligent strategies and have established and disciplined investment processes in addition to organizational strength. TDPCW reviews information regarding the SMAs, Models, Actively Managed Mutual Funds and Actively Managed ETFs from various sources, including, but not limited to, the sponsor’s website, publicly available sources, regulator websites, commercially available databases and in‐person meetings. TDPCW Wealth Investment Risk Oversight Committee The analysis and recommendation of each SMA, Model, Actively Managed Mutual Fund and Actively Managed ETF is presented to the TDPCW Wealth Investment Risk Oversight Committee (“WIROC”), a TDPCW committee comprised of business and product leaders and control partners who review and vote for inclusion on the Approved List. WIROC has reviewed and approved Envestnet's PMC Research and Due Diligence process making any strategy designated by Envestnet PMC as Approved Quantitative or Approved Qualitative available for platform addition. TDPCW will not make every Envestnet strategy available but will choose from the Envestnet PMC lists to recommend additions which WIROC will consider for inclusion on the Approved List. WIROC will also review TDPCW’s recommendations to determine whether the product is appropriate for inclusion on the Approved List. WIROC approves all SMAs, Models Actively Managed Mutual Funds and Actively Managed ETFs by majority vote. Certain control‐group personnel have veto authority to prevent a SMA, Model, Actively Managed Mutual Fund or Actively Managed ETF from being included on the Approved List. WIROC meets on a quarterly basis to review, among other things, recommendations for changes to the Approved List and has established an 27  approval process whereby a SMA, Model, ETF or Mutual Fund may be added to the Approved List intra‐ quarter. Selection and Evaluation of Passively Managed ETFs and Passively Managed (Index) Mutual Funds TDPCW relies on Envestnet PMC Portfolio Consulting Group to provide screening, analysis, and due diligence services on behalf of TDPCW for all non‐affiliated Passively Managed ETFs and Passively Managed (Index) Mutual Funds, and to provide recommendations of Passively Managed ETFs and Passively Managed (Index) Mutual Funds for inclusion on the Approved List. See the Envestnet Form ADV Part 2A for details on the Envestnet PMC Investment Strategy, Fund Research and Due Diligence methodology. TDPCW performs screening on third party ETFs not covered by Envestnet PMC for inclusion within the Approved List. When TDPCW is assessing ETFs, a quantitative review is performed which includes, but is not limited to, reviewing the ETF's metrics such as the underlying index, size of fund/firm, tracking error and expenses. The TDPCW analysis and recommendation of each ETF is presented to WIROC for review and approval for inclusion on the Approved List. WIROC approves all ETFs by majority vote. Certain control‐group personnel have veto authority to prevent an ETF from being included on the Approved List. WIROC meets on a quarterly basis to review, among other things, recommendations for changes to the Approved List and has established an approval process whereby an ETF may be approved on the Approved List intra‐quarter. Investment Monitoring Envestnet PMC provides ongoing due diligence and monitoring services on behalf of TDPCW for non‐ affiliated asset managers, SMAs, Models, Mutual Funds, and ETFs on the Approved List. TDPCW performs ongoing due diligence and monitoring of any third‐party asset managers covered by TDPCW and all affiliated asset managers, SMAs and Models on the Approved List. When performing ongoing due diligence and monitoring, TDPCW uses the following methodology. Ongoing Due Diligence and Monitoring TDPCW conducts quarterly performance reviews, periodic manager interviews, and ongoing oversight and monitoring of the SMAs, Models, Mutual Funds and ETFs on the Approved List. TDPCW maintains a proprietary flagging system that monitors SMA, Model, Mutual Fund and ETF performance with benchmarks generally for three‐ and five‐year periods, where data is available. Quarterly Review TDPCW conducts periodic performance reviews of all investment products on the Approved List and meets on a quarterly basis to review, among other things, performance, products that have been flagged, recommendations for additions/terminations from the Approved List, macro‐ level industry developments, and asset flows. Recommendations for changes to the Approved List are typically discussed on a quarterly basis but may also take place intra‐quarter. Manager Interviews TDPCW conducts periodic due diligence reviews for all Approved Qualitative SMAs, Models Actively Managed 28  Mutual Funds and Actively Managed ETFs on the Approved List. The SMA, Model Actively Managed Mutual Fund or Actively Managed ETF manager interviews and due diligence reviews are meant to confirm consistency in the firm’s practices and performance, and may include, among other things, review of the organization, investment manager and investment team, investment process and philosophy, sell disciplines, risk controls, performance data, performance benchmarks, fees, compensation, and regulatory compliance. Performance Data WIROC reviews performance data for all SMAs, Models, Mutual Funds and ETFs on the Approved List on a periodic basis. Changes to the Approved List TDPCW may remove or replace any SMA, Model, Mutual Fund or ETF on the Approved List as performance, market conditions, or other circumstances dictate. In some circumstances, TDPCW and/or Envestnet PMC may determine that an SMA, Model, Mutual Fund, or ETF no longer demonstrates characteristics supportive of a recommendation and may determine that an SMA, Model, Mutual Fund, or ETF be removed from the platform. The recommendation to remove a product is presented to WIROC for removal from the Approved List. WIROC meets on a quarterly basis to review recommendations for changes to the Approved List and has established an approval process whereby a SMA, Model, Mutual Fund, or ETF may be removed from the Approved List intra‐quarter. When appropriate, TDPCW or Envestnet PMC may specify a replacement SMA, Model, Mutual Fund, or ETF with similar attributes to the terminated product. Watch Policy TDPCW and Envestnet PMC each have a “Watch” policy for SMAs, Models, ETFs, and Mutual Funds, on the Approved List. Watch status indicates that, in reviewing a SMA, Model, or Mutual Fund, TDPCW has identified specific areas of the sponsor’s business, or the product that merit further evaluation or which may result in a change in the SMA’s, Model’s, ETFs, or Mutual Fund's status. Putting a SMA, Model, ETF, or Mutual Fund on Watch does not signify an actual change in TDPCW’s opinion, nor does it necessarily indicate a change in its status. Affiliate vs. Non‐Affiliate Monitoring WIROC reviews conflicts of interest concerns related to affiliated products on a periodic basis. See Item 9, “Conflicts of Interest” below for a further description of TDPCW’s conflicts of interest. Performance Standards TDPCW relies on investment performance information obtained from broadly recognized industry databases and where necessary, the product sponsors, which may include Envestnet and other third party sources. Individual fund sponsors may use various methods of calculating performance. While every attempt is made to obtain information that is consistent across all SMAs, Model, Mutual Funds and ETFs, it is not always possible to do so. In some cases, the information provided by fund sponsors may not be calculated on a uniform and consistent basis. While TDPCW believes this information to be reliable, TDPCW does not independently verify the accuracy of the investment performance information it receives. Risks Investing in securities involves risk of loss that clients should be prepared to bear, including the loss of 29  principal investment. Past performance of investments is not indicative of future performance. The investment performance and success of any particular investment cannot be predicted or guaranteed, and the value of a client’s investments will fluctuate due to market conditions and other factors. Investments are subject to various risks, including, but not limited to, market, liquidity, currency, economic and political risks, and will not necessarily be profitable. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by TDPCW) will be profitable or equal any specific performance level(s). Investment strategies such as asset allocation, diversification, or rebalancing do not assure or guarantee better performance and cannot eliminate the risk of investment losses. There is no guarantee that a portfolio employing these or any other strategy will outperform a portfolio that does not engage in such strategies. While asset values may increase and client account values could benefit as a result, it is also possible that asset values may decrease and client account values could suffer a loss. Asset Allocation Risk. Asset allocation strategies are subject to the risk that TDPCW’s asset allocation decisions among various asset classes will not anticipate market trends successfully. For example, investing too heavily in common stocks during a stock market decline may result in a failure to preserve capital. Conversely, investing too heavily in fixed income securities during a period of stock market appreciation may result in lower total returns. Independent Manager/Sub‐Manager Risk. TDPCW will conduct initial and ongoing due diligence regarding Independent Managers and their respective investment style and process. However, TDPCW will not have the opportunity to evaluate each specific investment that the Independent Managers will execute on the client’s behalf. As a result, the rates of return to clients will primarily depend upon the choice of investments and other investment and management decisions of Independent Managers and returns could be adversely affected by unfavorable performance of such Independent Managers. Further, TDPCW depends on Independent Managers to develop the appropriate systems and procedures to control operational risks. Concentration Risk. The investment objectives of an account may permit concentration in one or more issuers. A relatively high concentration of assets in, or exposure to, a single or small number of issuers may reduce the diversification and/or liquidity of an account and increase its volatility. Affiliate Product Risk. There is a risk that TDPCW’s inherent bias to include affiliated products in Client portfolios may cause a Client to underperform in categories where there are affiliated products. Clients may pay a greater amount in fees with affiliated products than if they invested in non‐affiliated products. Trade Rotation Methodology Risk. Clients that hold securities in a Model and SMAs provided by Sub‐ Managers should note that certain Sub‐Managers, as part of their trading procedures, may use a trade rotation methodology that results in sponsors of programs that use Model and SMA portfolios receiving investment advice and trade recommendations after trade orders have been placed for accounts over which the Sub‐ Manager has full discretionary investment management authority. This may result in purchasing or selling securities in the Model or SMA portfolio at prices which are different than the prices at which Clients of the Sub‐Manager purchased or sold the same securities and could disadvantage the Client's account. 30  Market Risk. The price of a security, bond, or mutual fund may drop in reaction to tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security's particular underlying circumstances. For example, political, economic and social and public health conditions may trigger market events. Interest‐rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less attractive, causing their market values to decline. Socially Responsible Investing Limitations/Risks (Social Impact). Socially Responsible Investing involves the incorporation of Environmental, Social and Governance considerations into the investment due diligence process (“ESG). There are potential limitations associated with allocating a portion of an investment portfolio in ESG securities (i.e., securities that have a mandate to avoid, when possible, investments in such products as alcohol, tobacco, firearms, oil drilling, gambling, etc.). The number of these securities may be limited when compared to those that do not maintain such a mandate. ESG securities could underperform broad market indices. Investors must accept these limitations, including potential for underperformance. Correspondingly, the number of ESG mutual funds and exchange traded funds are few when compared to those that do not maintain such a mandate. As with any type of investment (including any investment and/or investment strategies recommended and/or undertaken by TDPCW), there can be no assurance that investment in ESG securities or funds will be profitable or prove successful. Credit Risk. Fixed income securities carry the risk of default, which means that the issuer fails to pay interest or principal when due. Many fixed income securities receive credit ratings from services such as Standard & Poor’s and Moody’s Investor Services, Inc. These services assign ratings to securities by assessing the likelihood of issuer default. Lower credit ratings correspond to higher credit risk. Call Risk. Call risk is the possibility that an issuer may redeem a fixed income security before maturity (a call) at a price below its current market price. An increase in the likelihood of a call may reduce the security’s price. International Investments Risk. International investing is subject to additional risks including currency fluctuations, political factors, withholding, lack of liquidity, absence of adequate financial information, and exchange control restrictions impacting foreign issuers. These risks may be magnified in emerging markets. Mutual Fund Risk. Mutual funds are operated by investment companies that raise money from shareholders and invest it in stocks, bonds, and/or other types of securities. Each fund will have a manager that trades the fund’s investments in accordance with the fund’s investment objective. Mutual funds charge a separate management fee for their services, so the returns on mutual funds are reduced by the costs to manage the funds. While mutual funds generally provide diversification, risks can be significantly increased if the fund is concentrated in a particular sector of the market. Mutual funds come in many varieties. Some invest aggressively for capital appreciation, while others are conservative and are designed to generate income for shareholders. In addition, the client’s overall portfolio may be affected by losses of an underlying fund and the level of risk arising from the investment practices of an underlying fund (such as the use of derivatives). ETF Secondary Market Risk. Because ETF shares are traded on an exchange, they are subject to additional risks. ETF shares are listed for trading and are bought and sold on the secondary market at market prices. Although 31  it is expected that the market price of an ETF typically will approximate its net asset value (“NAV”), there may be times when the market price and the NAV differ significantly. Thus, you may pay more or less than NAV when you buy ETFs on the secondary market, and you may receive more or less than NAV when you sell those shares. Cybersecurity Risk. Intentional cybersecurity breaches include unauthorized access to systems, networks, or devices (such as through "hacking" activity); infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. In addition, unintentional incidents can occur, such as the inadvertent release of confidential information (possibly resulting in the violation of applicable privacy laws). A cybersecurity breach could result in the loss or theft of customer data or funds, the inability to access electronic systems ("denial of services"), loss or theft of proprietary information or corporate data, physical damage to a computer or network system, or costs associated with system repairs. Such incidents could cause a Client’s account, an investment fund, the adviser, a manager (including third party managers), or other service providers to incur regulatory penalties, reputational damage, additional compliance costs, or financial loss. Technology Risk: TDPCW and its affiliates must rely in part on digital and network technologies to conduct its business and to maintain substantial computerized data relating to client account activities. These technologies include those owned or managed by TDPCW as well as those owned or managed by others, such as financial intermediaries, pricing vendors, transfer agents, and other parties used by TD to provide services and maintain its business operations. These technology systems may fail to operate properly or become disabled as a result of events or circumstances wholly or partly beyond TDPCW's or its service providers’ control. Technology failures, whether deliberate or not, including those arising from use of third‐ party service providers or client usage of systems to access accounts, could have a material adverse effect on our business or our Clients and could result in, among other things, financial loss, reputational damage, regulatory penalties or the inability to conduct business. Regulatory Risk. Changes in laws and regulations from any government can change the market value of companies subject to such regulations. Certain industries are more susceptible to government regulation. For example, changes in zoning, tax structure or laws may impact the return on investments. ITEM 7 CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS Your Advisor collects the following information from you, as relevant: your name, social security/tax identification number, address, phone number, employer, occupation, date of birth, number of dependents, net worth, annual income, investment experience, retirement status, investment objective, risk tolerance, time horizon, investment restrictions and other written instructions, including your IPS, relating to the management of your account. TDPCW, on behalf of your Advisor, will share this information with Envestnet and any selected SMA Managers, Pershing LLC and any other outside service providers so the assets in your Manage Account Program account can be managed in accordance with your TDPCW Investment Program selection. To manage and/or provide services to each Client’s account(s), TDPCW and Envestnet rely on the accuracy and completeness of the information Clients provide for that purpose. Accordingly, to ensure that a Managed Account Program and the selected investments/ investment strategy remain suitable for a Client, Clients are responsible for promptly notifying TDPCW of any changes to the information previously provided to TDPCW 32  and/or their financial situation or circumstances and for providing TDPCW with additional information as requested. At least once annually, TDPCW contacts Clients in the Manage Account Programs and notifies, at least quarterly, to determine whether there have been any changes in the Client’s financial situation, investment objective(s), investment restrictions or other information for the Managed Account Program account that may require a change to the account or the management of the accounts. TDPCW will have no liability for any Client’s failure to provide TDPCW with accurate or complete information or to inform TDPCW promptly of any change in the information a Client previously provided. ITEM 8 CLIENT CONTACT WITH PORTFOLIO MANAGERS Clients are encouraged to contact their Advisor or TDPCW with any questions they may have regarding their TDPCW Managed Account Program account(s). Generally, Advisors will respond directly to Clients rather than Portfolio Managers. ITEM 9 ADDITIONAL INFORMATION A. DISCIPLINARY INFORMATION for their Advisor(s) and TDPCW is required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of the adviser or the integrity of TDPCW’s management. You can find additional information about these disciplinary events in Part 1 of TDPCW's Form ADV at adviserinfo.sec.gov/IAPD. Advisors' individual disciplinary history must be disclosed in the Form ADV Part 2B (which are provided to through FINRA's Broker‐Check at is also publicly available Clients https://brokercheck.finra.org. In November 2023, without confirming or denying the claims, TDPCW entered into an AWC with FINRA for failure to establish and maintain a supervisory system, including written procedures, reasonably designed to achieve compliance with TDPCW's obligation to review correspondence and internal communications. As a result, TDPCW failed to review approximately 3.5 million emails related to 691 employees email accounts between February 2013 and June 2022. TDPCW agreed to a censure, paid a fine of $600,000 and agreed to: 1) within 120 days of the date of the acceptance of the AWC, certify in writing that the firm has remediated the issues identified and implemented a supervisory system, including WSPs, reasonably designed to achieve compliance with Rule 3110(b)(4); and 2) within 90 days of the date of the acceptance of the AWC, certify in writing that the firm has completed a risk‐based retrospective review of email sent or received by its associated personnel between February 2013 and June 2022. On August 14, 2024, the SEC issued an order, pursuant to an offer of settlement, containing findings that TDPCW (and an affiliated broker dealer, TD Securities (USA) LLC (TD Securities), and an affiliated investment adviser, Epoch): (1) failed to preserve off‐channel communications related to TDPCW's business in willful violation of Section 17(A) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 17A‐4 thereunder, and Section 204 of the Advisers Act and Rule 204‐2 thereunder; and, (2) failed to reasonably supervise its employees with a view to preventing these violations. TDPCW admitted to the facts in the settlement order, acknowledged that its conduct violated the federal securities laws, and agreed to: (1) cease and desist from committing or causing violations of Section 17(A) of the Exchange Act and Rule 17A‐4 thereunder and Section 204 of the Advisers Act and Rule 204‐2 thereunder; (2) be censured; (3) pay a civil monetary penalty in the amount of $30,000,000 shared with its affiliates TD Securities and Epoch; and (4) comply with certain undertakings related to the retention of electronic communications. On September 17, 2024, the U.S. Securities and Exchange Commission (“SEC”) issued a settled administrative 33  order that found that from at least December 2019 through September 17, 2024, TD Private Client Wealth LLC (“TDPCW”) willfully violated Section 13(f)(1) of the Exchange Act and Rule 13f‐1 thereunder by failing to file Forms 13F from the quarter ending December 31, 2019 to the quarter ending March 31, 2024. In determining to accept TDPCW’s offer of settlement, the SEC considered TDPCW’s prompt remedial efforts. In connection with the order, TDPCW was (i) censured; (ii) ordered to cease and desist from committing or causing any violations and any future violations of Exchange Act Section 13(f)(1) and Rule 13f‐1 promulgated thereunder; and (iii) ordered to pay a penalty of $475,000. TDPCW consented to the entry of the order without admitting or denying the factual findings or conclusions of law. B. REGISTRATION TDPCW is registered with the SEC as both a broker‐dealer and investment adviser and is a member of FINRA and the Securities Investor Protection Corporation (“SIPC”). TDPCW is a wholly owned subsidiary of TD Bank. Brokerage services TDPCW is registered with the SEC as a broker‐dealer and is a member of FINRA. TDPCW Institutional and HNW Clients may open self‐directed brokerage accounts at TDPCW and are subject to TDPCW's Brokerage Fee Schedule. TDPCW does not provide recommendations to or monitor TDPCW self‐directed brokerage accounts. Institutional and HNW Clients may also work with their Advisor who may recommend securities and/or strategies to be held in a TDPCW brokerage account. Institutional and HNW Clients who wish to invest in bond ladders are subject to the terms and conditions and fees detailed in the TD Private Client Wealth LLC Brokerage Fee Schedule. TDPCW does not offer any brokerage services to TDIS (US) Clients. C. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Affiliated Banks 1. Toronto‐Dominion Bank (Bank) is a foreign Canadian chartered bank regulated by the Canadian Office of the Superintendent of Financial Institutions. The Bank offers a full range of financial products and services through three key business lines: Canadian Retail including TD Canada Trust, Business Banking, TD Auto Finance (Canada), TD Wealth (Canada), TD Direct Investing and TD Insurance U.S. Retail including TD Bank US, TD Auto Finance (US) and TD Wealth (US) Wholesale Banking including TD Securities. The Bank may provide various services, such as compliance, legal and finance, to TDPCW. TDPCW has entered into inter‐company service agreements with the Bank’s Shared Services group to allocate costs of certain personnel who provide services to both TDPCW and the Bank. TDPCW and the Bank allocate costs in compliance with federal regulations, including Regulation W, which govern transactions between affiliates. TD Bank, N.A. through its TD Wealth® brand, offers HNW Client access to TD Wealth® Private Client Group referrals to TD Bank services and products, including, but not limited to banking, investment management, trust and lending services. 34  Institutional Clients and TDIS (US) Clients do not receive access to or referrals to TD Wealth® Private Client Group services and products. See Item 4, TD Wealth® Private Client Group. 2. Affiliated Broker‐Dealers TD Waterhouse Canada Inc. TD Waterhouse Canada Inc., through its division, TD Wealth Private Investment Advice ("TD Waterhouse"), is a securities dealer registered with the Canadian Investment Regulatory Organization ("CIRO") and member of the Canadian Investor Protection Fund ("CIPF"). Private Investment Advisor employees of TD Waterhouse who are eligible to open TDPCW accounts are registered to act as investment adviser representatives and registered representatives of TDPCW and may refer their current and former TD Waterhouse Clients and their eligible immediate family members who move to the United States and who qualify for the TDPCW wrap fee program to open investment advisory accounts at TDPCW through the TDPCW High Net Worth Managed Account Program. Clients who open a TDPCW account through a Private Investment Advisor may continue to receive advice on Canadian restricted retirement accounts from Private Investment Advisors in their capacity as registered employees of TD Waterhouse. TD Waterhouse and TDPCW entered into an agreement whereby TD Waterhouse provides services to TDPCW through its Private Investment Advisors who are licensed as investment adviser representative and registered representatives of TDPCW. TD Waterhouse invoices TDPCW on a monthly basis for the TDPCW revenues its Private Investment Advisors generate for TDPCW and TD Waterhouse compensates Private Investment Advisors for their TDPCW production through a TD Waterhouse compensation model. TD Securities and TD Securities (USA) TD Securities Inc. (“TD Securities”) is a Canadian “investment dealer” registered in all provinces and territories of Canada and is a wholly‐owned subsidiary of the Bank. TD Securities (USA) LLC (“TD Securities (USA)”) is a broker‐dealer registered with FINRA and is an indirect wholly‐owned subsidiary of the Bank. TDPCW and/or a Sub‐Manager may "step‐out" trades to TD Securities (USA) or purchase securities underwritten by TD Securities and/or TD Securities (USA) for Client accounts subject to applicable regulatory requirements. TD Securities Automated Trading LLC TD Securities Automated Trading LLC is a broker‐dealer registered with FINRA and is an indirect wholly‐ owned subsidiary of the Bank. 3. Affiliated Investment Companies Epoch is an affiliated sub‐manager and/or sub‐advisor that provides investment advisory services to unaffiliated mutual funds and ETFs that are registered as investment companies under the Investment Company Act of 1940, as amended. Where Epoch offers SMAs and Models for the TDPCW Client accounts, Epoch may use its investment discretion to select Affiliated Investment Companies. 35  Epoch receives management and/or advisory fees from investments in Affiliated Investment Companies. Additional information, including a full description of the fees and charges, about mutual funds and ETFs managed by Epoch are available in the mutual fund and/or ETF prospectuses and offering materials available from Pershing LLC and/or Form ADV Part 2A Brochures, available from your Advisor. 4. Affiliated Investment Advisers As noted above, Epoch is registered as an investment adviser with the SEC. Epoch offers SMAs and/or Models that are available within the Managed Account Programs. TDPCW’s discretionary authority to invest Client assets portfolios provided by Epoch creates a conflict of interest. TDPCW may request guidance regarding strategic asset allocation, portfolio construction, and portfolio optimization from TDAM, which TDPCW may consider when developing and managing Client assets in the Managed Account Program. TDAM currently provides similar services to TD Bank. TDAM is a Canadian‐licensed portfolio manager and wholly owned subsidiary of the Bank. TDAM operates as a “participating affiliate” of Epoch in accordance with a series of SEC staff no‐action letters, under which they share portfolio management and other personnel and resources. Epoch and TDAM have entered into a participating affiliate arrangement under which Epoch may request advice and/or research from TDAM for use with TDPCW Clients. Consistent with the no‐action letters, certain TDAM personnel are subject to the TD Bank Code of Conduct and Ethics and other conditions as set forth in the agreement. TDPCW’s and Epoch’s discretionary authority to invest a Client's assets in affiliated investment products creates a conflict of interest. TDPCW and Epoch also have a conflict of interest when providing portfolio construction and allocation advice. 5. Affiliated Annuities and Insurance Program TD Wealth Management Services Inc., an insurance agency ("TDWMSI"), is an affiliate of TD Bank and offers insurance products and third‐party fixed annuities. TD Wealth® Relationship Managers and Advisors who service High Net Worth Managed Account Program Clients and Advisors who service TDIS (US) Clients may be licensed to sell fixed annuities and insurance products through TDWMSI. D. CONFLICTS OF INTEREST 1. Conflicts with Affiliates TDPCW’s discretionary authority to invest Client assets in affiliated SMAs and Models creates a conflict of interest because increased investments in affiliated products increases revenues to TDPCW, its affiliates, and the Bank and are generally more profitable to the Bank than investing in non‐affiliated investments. TDPCW generally prefers to include affiliated SMAs and Models within Client Portfolios. 36  TDPCW’s preference for affiliated products creates a number of conflicts of interest, including, but not limited to: • TDPCW has a conflict of interest when performing due diligence of affiliated SMAs and Models for inclusion on the Approved List and generally prefers to include affiliated products on the Approved List because investments in these products result in compensation to TDPCW or its affiliates. • TDPCW has a conflict of interest when conducting oversight and due diligence review for retention on the Approved List and generally prefers to retain affiliated products on the Approved List because investments in these products result in compensation to TDPCW or its affiliates. • TDPCW has a conflict of interest in constructing portfolios because an increased allocation to affiliated products (and allocation to affiliated products with higher management fees than other affiliated products) results in increased compensation to the Bank. • TDAM has a conflict of interest when providing portfolio construction recommendations because an increased allocation to affiliated products (and allocation to affiliated products with higher management fees than other affiliated products) results in increased compensation to the Bank. These conflicts favor greater allocation to affiliated SMAs and Models within Client Portfolios, and TDPCW generally prefers to increase investments in affiliated products within Portfolios, where appropriate. • When Epoch is selected as an investment manager for a Client Portfolio, Epoch’s discretionary authority to invest Client assets in affiliated products creates a conflict of interest because increased investments in these products increases revenues to Epoch. TDPCW works to mitigate these conflicts by: • Acting as a fiduciary consistent with the requirements of the Advisers Act; • Maintaining a Client Profile for each Client and investing and/or recommending investments that meet Client's investment objectives and are consistent with the Client's risk profile; • Fulling disclosing all material conflicts of interest in TDPCW's ADV, Form CRS and other regulatory and disclosure documents and ensuring these documents are delivered to Clients; • Only investing in affiliated products that have been reviewed and approved for inclusion on the Approved List through the due diligence processes; • Conducting ongoing due diligence, oversight and monitoring on all affiliated SMAs and Models on the TDPCW platform; • Reviewing the performance data of all affiliated SMAs and Models on the TDPCW platform on a regular basis; • Maintaining WIROC to review all manager research analysis and product issues identified during the ongoing monitoring and due diligence process and meeting on a quarterly basis; • Tracking and monitoring potential conflicts of interest in its business and maintaining a conflict of interest group to identify, manage, and monitor potential conflicts of interest; and • Following established written conflict of interest policies and procedures to evaluate and review affiliated products and implementing controls to test and monitor adherence to policies and procedures. 37  TDPCW Advisors may recommend a securities based line of credit ("SBLOC") wherein you borrow funds from TD Bank, N.A. and the loan is collateralized with assets in your TDPCW account. To secure the repayment of the loan and payment of any such lending, including interest charges, the assets in the TDPCW account are considered collateral to support the SBLOC as described below. TDPCW clients are responsible for the repayment of all funds they borrow from TD Bank, N.A. If there is a debit in a client’s account after a margin call or the sale of assets, the client is responsible to cover the shortfall. Risks of Participating in SBLOC and Conflicts of Interest. Participation in SBLOC carries significant risks and presents conflicts of interest for TDPCW and TD Bank, N.A. Clients should only participate in SBLOC if the client understands the risks: • Returns May Be Insufficient to Cover the Cost of Borrowing. Participation in SBLOC will result in losses to the client if the returns from the advisory account are not sufficient to cover the interest TD Bank, N.A. charges on the amount the client borrowed. • Recommendations of Investments that Collateralize Borrowed Funds May Be Impacted. TDPCW has an incentive to select investments to secure sufficient revenue or returns to cover interest payments on TD Bank’s loans., in order to preserve sufficient collateral value to support the loan TDPCW financial advisors may be inclined to invest assets in more conservative investments, which may result in lower investment performance than more aggressive investments (depending on market conditions). Conflicts of Interest: TDPCW and its personnel have a financial incentive to recommend participation in SBLOC. Since TDPCW receives advisory fees based on the level of assets in an account, TDPCW and its employees also have an incentive to recommend that a client borrow against advisory assets instead of selling assets to raise cash for purposes other than investment because the loan allows retention of assets on which advisory fees are paid (i.e., liquidating assets would otherwise reduce TDPCW’s advisory fees). TD Bank also collects interest from clients who participate in SBLOC. Since participation in SBLOC will result in interest payments to an affiliate and increased (or retained) advisory fees to TDPCW, TDPCW and its employees have a financial incentive to recommend that advisory clients participate in SBLOC. • TDPCW Will Puts Its Affiliate’s Interest as a Creditor First. As a client’s investment adviser, TDPCW is required to put a client’s interests ahead of the interests of TDPCW and its employees. If a client participates in SBLOC, however, TD Bank will have a proprietary interest in the client’s advisory account assets as a result of the pledging of the assets for the loan and interest due and will be the client’s creditor. As an affiliate of the client’s creditor, TDPCW’s duty to act in the client’s best interest will conflict with TDPCW’s incentive to act in the best interest of TD Bank, its affiliate. TDPCW’s obligation to act on behalf of TD Bank’s interests in the face of a margin call (defined below) may be adverse to the client’s interests. • Clients May Be Required to Deposit Additional Amounts in Client Accounts to Cover Losses. If the assets in a client’s advisory account lose value, the value of the collateral supporting the client’s loan and interest payments also decreases. If this happens, TD Bank will ask the client to meet collateral obligations (a “margin call”). To maintain adequate collateral, the client may need to deposit additional assets into the advisory account. If the client is unable or unwilling to deposit additional amounts, TD Bank may unilaterally sell or assign assets in the client’s advisory account to repay the loan. • The Margin Call Process May Inflict Substantial Harm to the Client’s Account. During the margin call process, TDPCW, in its sole discretion, will act to protect the Bank’s interests and may act in a manner that is not in the client’s best interests. TDPCW and/or TD Bank may sell assets in the client’s account without notifying the client, and the client’s consent at the time of liquidation is not required to sell assets. TDPCW and/or TD Bank may decide, in its/their sole discretion and in its/their own interest, which assets to sell and the timing and venue of the sales. In these circumstances, securities often are sold into a market that is declining, so the prices obtained for the securities will be less favorable and losses may be realized. • TDPCW Will Not Act as Investment Adviser to the Client with Respect to the Liquidation of Securities Held in an Account to Meet a Margin Call. As a result of margin sales, clients may be left with an account that has more concentrated positions, including in illiquid securities, than would be the case if TDPCW were managing 38  the sales of securities to protect the interests of the client rather than TD Bank’s interests as lender. The resulting account investments may not be suitable for the client or otherwise meet the requirements for participation in the TD Managed Account Program, and the account may be terminated as a result. TD Bank may, at any time and without notice, increase margin requirements for SBLOC or change terms of SBLOC. 2. Other Conflicts of Interest Advisory vs. Brokerage TDPCW Advisors may earn more compensation if a Client invests in one of the TDPCW Managed Account Programs than if a Client opens a TDPCW brokerage account. TDPCW and its Advisors have a financial incentive to recommend that Clients invest through one of the TDPCW Managed Account Program. TDPCW addresses this conflict of interest by requiring Advisors' supervisors to review accounts at account‐ opening and on an ongoing basis to determine that the Advisor's investment recommendations and decisions are consistent with the Client's stated investment objectives and investment profile and are made in the best interests of the Client. Asset Allocation Recommendations TDPCW and its Advisors earn more compensation if a Client invests in the TDPCW Managed Account Program subject to an Equity/Balanced fee schedule rather than the Fixed Income fee schedule. TDPCW and its Advisors therefore have a financial incentive to recommend a greater allocation to equity investments. TDPCW addresses this conflict of interest by requiring Advisors' supervisors to review accounts at account‐ opening and on an ongoing basis to determine that the Advisor's asset allocation recommendation is consistent with Client's stated investment objectives and investment profile and in the best interests of the Client. Services provided by affiliates and others to other Clients TD Securities, TD Securities (USA), Epoch, TDAM and its affiliates, and other affiliates of TDPCW may provide a variety of services (including research, brokerage, asset management, trading, lending and investment banking services) for each other and for various Clients (including issuers of securities that may be purchased, sold, or recommended for purchase or sale by Clients or are otherwise held in Client accounts). TDPCW’s affiliates and others receive compensation and fees in connection with these services. TDPCW believes that the nature and range of Clients to which such services are rendered is such that it would be inadvisable to exclude categorically all of these companies from an account. Accordingly, it is likely that securities in an account will include some of the securities of companies for which TDPCW’s affiliates perform investment banking or other services. Different Advice TDPCW, Epoch, and their affiliates may give different advice, take different action, receive more or less compensation, or hold or deal in different securities for any other party, Client or account (including their own accounts or those of their affiliates) from the advice given, actions taken, compensation received, or securities held or dealt for your account(s). Suitability of the Programs TDPCW offers several wrap fee advisory programs, with different services, fees and investment minimums. TDPCW and its Advisors have an incentive to recommend programs with higher fees over those with lower fees, because additional fees benefit TDPCW. Advisors do not directly benefit when a Client chooses a program 39  with a higher fee. TDPCW seeks to mitigate this conflict through disclosure in this Brochure. Trading or Issuing Securities in, or Linked to Securities in, Client Accounts TD Securities, TD Securities (USA) and their affiliates, may provide bids and offers, and may act as principal market maker, in respect of the same securities held in Client accounts. TD Securities, TD Securities (USA), and their affiliates and employees may hold a position (long or short) in the same securities held in Client accounts. TD Securities and/or their affiliates are regular issuers of traded financial instruments linked to securities that may be purchased in Client accounts. From time to time, the trading of TD Securities and/or its affiliates may be detrimental to securities held by a Client and thus create a conflict of interest. This practice may create a situation where TDPCW and/or representatives of TDPCW are in a position to materially benefit from the sale or purchase of those securities. Therefore, this situation presents a conflict of interest. Practices such as “scalping” (i.e., a practice whereby the owner of shares of a security recommends that security for investment and then immediately sells it at a profit upon the rise in the market price which follows the recommendation) could take place if TDPCW did not have adequate policies in place to detect such activities. In addition, this requirement can help detect insider trading, “front‐ running” (i.e., personal trades executed before those of TDPCW’s clients) and other potentially abusive practices. TDPCW has a personal securities transaction policy in place to monitor the personal securities transactions and securities holdings of each of TDPCW’s “Access Persons.” TDPCW’s personal securities transaction policy requires that an Access Person of TDPCW must provide the Chief Compliance Officer or a designee with a written report of their current securities holdings within ten (10) days after becoming an Access Person. Additionally, each Access Person must provide the Chief Compliance Officer or a designee with a written report of the Access Person’s current securities holdings at least once each twelve (12) month period thereafter on a date TDPCW selects. Mutual Fund Share Class Selection Many mutual funds offer different share classes with different fees. An investor who owns the lowest‐ cost shares will usually pay lower total annual fund operating expenses over time, and thus will generally earn higher returns, than an investor who holds a share class of the same fund that charges higher fees. Therefore, if a mutual fund offers a lower‐cost share class, and a Client is eligible to own it, it is often, though not always, better for the Client to own those lower‐cost shares. When a TD Managed Account Program account includes one or more mutual funds, TDPCW generally seeks to include the lowest cost class available in each account. However, it may not be possible at all times for a Client’s Managed Account Program account to be invested in the lowest cost share class available. If a share class’s expenses or eligibility requirements change, and a Client no longer owns the lowest cost share class, TDPCW will endeavor to move a Client to the lowest share class available to them, but may not always be able to make this change immediately or at all. If TDPCW cannot make this change, then the Client will pay higher total annual fund operating expenses over time, and thus will generally earn lower returns, than investors who hold a share class of the same fund that charges lower fees. TDPCW does not intend to use share classes that pay it or its affiliates' compensation. However, if there is a change in a share class’s terms, and TDPCW or an affiliate is earning fees from that higher‐cost share class, then TDPCW has a conflict of interest in not moving the Client to the lower cost share class, because of the additional fees TDPCW or its affiliate is earning. We may use funds that are sub‐advised by affiliates and TDPCW and its affiliates may earn additional fees as a result. 40  TDPCW Cash Sweep Program TD Bank Cash Deposit Sweep Product TDPCW benefits when your cash is swept to the TD Bank Deposit Sweep Product because it receives a fee from the Program Banks that is calculated as a percentage of sweep deposits. The payment of this fee to TDPCW reduces the interest you ultimately receive. TDPCW has a conflict of interest in its negotiation of its fee because the higher the fee, the lower the rate of interest the Program Banks will pay to customers. The Program Banks, which are affiliates of TDPCW, also benefit because, through the TD Bank Deposit Sweep Product, the Program Banks receive a stable source of funding. The Program Banks use sweep deposits to fund current and new lending, investment, and other business activities. The Program Banks' profits—in large part—are determined by the “spread” earned on sweep deposits. The “spread” refers to the difference between the interest paid to depositors and other costs incurred on deposits, on the one hand, and the interest and income earned on loans, investments, and other assets on the other. The Program Banks will earn a spread on client cash that is deposited in the TD Bank Deposit Sweep Product. The Program Banks also receive a servicing fee for servicing accounts, which they deduct from the interest rate otherwise payable to customers. Accordingly, client participation in the TD Bank Deposit Sweep Product increases the overall profits earned by TDPCW and its affiliates. Material Relationships with Recommended Investment Advisors/Mutual Funds Some sponsors reimburse TDPCW’s costs and/or expenses associated with its training and education events. TDPCW’s receipt of these reimbursements gives it an incentive to use these sponsors’ ETFs and mutual funds over other ETFs and mutual funds. TDPCW seeks to mitigate this conflict by using the ETF and mutual fund selection and monitoring process described in this Brochure. Conflict of Interest Management The US Wealth Conflicts of Interest Group has established a conflicts of interest policies and procedures, an inventory and holds quarterly meetings to review, identify, discuss, manage, and monitor actual and potential conflicts of interest on an ongoing basis which includes specific conflicts of interest matters related to TDPCW. E. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING TDPCW has adopted a Code of Ethics that complies with Rule 204A‐1 under the Advisers Act. The TDPCW Code of Ethics applies to all of TDPCW’s employees and to employees of TD Waterhouse who provide advisory and brokerage services through TDPCW to TDPCW clients. Trading restrictions and reporting requirements are more involved for TDPCW’s supervised persons. The term “supervised person” means any partner, officer, director (or other person occupying a similar status or performing similar functions) or employee of TDPCW, or other person who provides investment advice on behalf of TDPCW and is subject to TDPCW’s supervision and control. TDPCW’s Code of Ethics sets forth the standards that apply to all TDPCW employees, incorporates TDPCW’s insider trading policy, and governs outside employment and receipt of gifts. The Code of Ethics also addresses the following areas of TDPCW’s business: procedures for personal securities transactions of TDPCW’s partners, officers, directors and employees; and initial public offerings and private offerings. Each partner, officer, director and employee is required to certify annually that he or she has read and understands the Code of Ethics. TDPCW will provide a copy of its Code of Ethics to any Client or prospective Client upon request by contacting TDPCW at the address or phone number located on the cover page. With respect to personal trading, the Code of Ethics contains rules and restrictions on the purchase and sale 41  of securities by employees. These rules and/or restrictions are designed to protect TDPCW’s Clients. All officers and employees are required to put the interests of the Clients first in all dealings relating to the Client and their investments. Activities that are strictly prohibited include: • Having a personal interest in any Client transaction; • Getting any personal benefit from a Client transaction; • Using knowledge of Client transactions for personal gain; and • Allowing TDPCW directors, officers and employees to prefer his or her own interests to that of any advisory Client. TDPCW’s compliance personnel monitor personal securities trading by employees and the members of the employee’s household. Employee personal trading reports are reviewed by compliance personnel to verify the employees are complying with the Code of Ethics. TDPCW may impose penalties and sanctions on employees who have violated provisions of the Code of Ethics, including the personal trading policy. Employees must file transaction reports with the compliance department at least quarterly. Compliance personnel review employee transaction reports. F. REVIEW OF ACCOUNTS Nature and Frequency of Program Account Reviews TDPCW and its Advisors gather information from a Client about that Client’s financial situation, risk tolerance, investment objectives and any reasonable restrictions (such as permissible securities, industry sectors, or credit ratings) that the Client wishes to impose upon the management of the account(s). Advisors meet with the Client at least annually to review the Client’s financial situation and investment objectives. Clients should promptly notify their Advisors of any changes in their financial situation, risk tolerance, investment objectives or account restrictions. TDPCW provides each Client with a quarterly written performance report. Additionally, Pershing LLC, the custodian for TDPCW accounts, sends each Client account statements on a monthly or quarterly basis depending on the level of activity within the account(s). Such statements reflect the account value, the holdings within, and the activity conducted over the previous period. Clients are encouraged to review their statements carefully and to contact their Advisor with any questions or concerns regarding same. Trade Errors Trade errors and other operational mistakes occasionally occur in connection with the management of client accounts. TDPCW has developed policies and procedures that address the identification and correction of trade errors. Errors can result from a variety of situations including situations involving portfolio management (e.g., inadvertent violation of investment restrictions) trading, processing or other functions (e.g., miscommunication of information, such as wrong number of shares, wrong price, wrong account, calling the transaction a buy rather than a sell and vice versa). TDPCW policies and procedures require that all errors affecting client accounts be resolved promptly and fairly. Under certain circumstances, TDPCW considers whether it is possible to adequately address an error through cancellation, correction, reallocation of losses and gains or other means. The intent of the policy is to restore a client account to the appropriate financial position considering all relevant circumstances surrounding the error. If a trade error is made in a client’s account, TDPCW will take action to make the account whole. TDPCW uses a firm account to correct all trade errors. If bonds are erroneously sold from a client’s account, it is possible that TDPCW or the Portfolio Manager will not be able to find the same bonds to buy back for the account. In 42  that case, TDPCW or Portfolio Manager will purchase bonds that it believes are equivalent in quality and yield. G. CLIENT REFERRALS AND OTHER COMPENSATION ARRANGEMENTS WITH AFFILIATES TDPCW has referral arrangements with TD Bank and other affiliates that outline how our affiliates refer Clients to us and how we refer Clients to our affiliates for services other than advisory services. Under those arrangements, including participation in SBLOC, we receive fees or payments from our affiliates for referring clients or for providing services to Clients. These payments may vary depending on the type of arrangement or the nature and extent of the services provided and may continue as long as the Client account is maintained with TDPCW or our affiliate or for an agreed upon period. Third Party Client Referral Arrangements TDPCW has a referral program that allows TDPCW to enter into referral arrangements with third parties (“Promoters”) where we make cash payments to the Promoters for referring or soliciting Clients to participate in our advisory programs. The compensation Promoters receive usually includes a portion of the Managed Account Program Fee we receive from referred Clients. Promoters will provide each prospective client with a copy of this Brochure and a disclosure document that describes the terms of the arrangement (including the nature of the relationship, the fees to be paid, and material conflicts of interest on the part of the Promoter). Clients referred by Promoters may in some cases pay a higher fee than Clients who contract with us directly. Clients referred by a Promoter should refer to the disclosure document for information on the effect of the fees paid to their Promoter. TDPCW also has referral arrangements under which either TDPCW and/or its Advisors act as Promoters for third parties. Under these arrangements we may receive compensation for referring clients to a third party who will provide investment advisory or other services to the client. The compensation we receive is usually a portion of the advisory fee the third party receives from its clients. TDPCW endeavors to comply with all applicable requirements of Rule 206(4)‐1 under the Advisers Act in connection with any referral arrangements, including taking steps to form a reasonable belief appropriate disclosure of referral arrangements is provided to Clients and the maintenance of referral arrangements between TDPCW and the Promoters, as required. H. VOTING CLIENT SECURITIES AND SHAREHOLDER MATTERS TDPCW will not vote proxies, nor will TDPCW give advice about how to vote proxies relating securities held within Client accounts. Clients are responsible for instructing each custodian to forward to the Client copies of all proxies materials and shareholder communications. Envestnet will vote proxies on behalf of Clients as the portfolio manager unless otherwise instructed by the Client. TDPCW will not be responsible or liable for: (1) failing to notify a client of proxies; or (2) failing to send to the client proxy materials or annual reports where TDPCW or its affiliates have not received proxies or related shareholder communications on a timely basis or at all. TDPCW relies on Envestnet (including any affiliates or related entities), as applicable, to act on behalf of Client in voting or otherwise acting on all matters for which a security holder vote, consent, election or similar action is solicited by, or with respect to, issuers of securities beneficially held as part of the Managed Account Program assets. Client understands and agrees that Envestnet maintains the right and exclusive responsibility 43  for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the Client shall be voted, and (2) making elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the Client’s investments. TDPCW will not be responsible for evaluating and acting on corporate actions for securities in a Managed Account Program account, such as: any conversion option; execution of waivers, consents and other instruments; and consents to any plan of reorganization, merger, combination, consolidation, liquidation or similar plan. Each client has the right to initiate or pursue any legal proceedings, including without limitation, shareholder litigation, including for transactions, securities or other investments held in the Program account or the issuers thereof. TDPCW is not obligated to render any advice or take any action on a client’s behalf as to securities or other property held in the Program account, or the issuers thereof, which become the subject of any legal proceedings, including without limitation, bankruptcies and shareholder litigation, to which any securities or other investments held or previously held in the Program account, or the issuers thereof, become subject. In addition, TDPCW is not obligated to initiate or pursue any legal proceedings, including without limitation, shareholder litigation, on behalf of a Program account, including for transactions, securities or other investments held or previously held, in the Program account or the issuers thereof. Client agrees that TDPCW (including any affiliates or related entities), Envestnet or Sub‐ Manager, as applicable, will not exercise its discretion to participate in class action litigation claims related to issuers of securities beneficially held as part of the Program Assets. Client maintains the right and exclusive responsibility for: (1) monitoring whether class actions have been filed pertaining to the Account's investments; (2) determining whether the Client is eligible to participate in any class action settlement claims; (3) determining whether it is in the Client’s best interest to participate in such class action lawsuits; and (4) filing any proofs of claim in connection with any payments made in class actions. I. FINANCIAL INFORMATION TDPCW does not require prepayment of fees six months or more in advance. Therefore, it is not required to include a balance sheet with this Wrap Fee Brochure. TDPCW has no financial hardships or other conditions that might impair its ability to meet its contractual obligations to Clients. TDPCW has not been the subject of a bankruptcy proceeding. 44