Exhibit 99.1

A Message from Bharat Masrani and Brian Levitt

Our Group President and CEO and our Chairman of the Board

The TD shield is synonymous with trust – a reputation built up over decades and one we can all point to with pride.

Safeguarding this reputation is the responsibility of every TD employee and is key to our continued growth as an organization. By acting ethically and with integrity, we will ensure that our stakeholders' confidence in TD is stronger than ever . Protecting our customers is at the heart of the successful relationships that set TD apart.

The Code of Conduct and Ethics is our roadmap to maintaining our reputation. It supports the TD Framework, which encompasses the elements that will help us achieve our vision to be The Better Bank. Continued adherence to the Code and to TD's values of fostering a diverse, inclusive and safe workplace is essential to our success.

To promote awareness of the requirements and values espoused in the Code, each employee and Director must complete interactive training on the content of the Code and how to make decisions appropriately. All employees and Directors must also attest to complying with the Code, annually.

We ask you to read the Code and ensure you understand how it applies to your daily work. If you have any questions or concerns, please consult your manager or other appropriate contact as described in the Code.

Thank you for your efforts in protecting our reputation as a trusted financial institution.

Sincerely, 

Bharat Masrani Group President and CEO	Brian Levitt Chairman of the Board

This Code was approved by the Corporate Governance Committee of the Board of Directors of TD on January 11, 2018 and supersedes any previous printed or online versions.

INTRODUCTION AND SUMMARY

The Code of Conduct and Ethics (Code) establishes the standards that govern the way we deal with each other, our customers, shareholders, governments, regulators, suppliers, competitors, the media and the public at large. Complying with the Code is part of the terms and conditions of our employment with The Toronto-Dominion Bank (TD Bank) together with its wholly-owned subsidiaries (collectively, TD).

As a responsible business enterprise and corporate citizen, TD is committed to conducting its affairs to the highest standards of ethics, integrity, honesty, fairness and professionalism – in every respect, without exception, and at all times. While reaching our business goals is critical to our success, equally important is the way we achieve them. Every employee and director of TD is expected and required to assess every business decision and every action on behalf of the organization in light of whether it is right, legal and fair and within our risk appetite. This applies at all levels of the organization, from major decisions made by the Board of Directors to day-to-day business transactions. The Code is intended to help employees and directors meet these expectations and make such assessments.

In recent years, the number of news stories regarding ethical lapses at many leading organizations reminds us of the critical importance of a strong ethical culture.  By following the ethical practices outlined in the Code and incorporating elements of the TD Framework in our day-to-day activities, we will continue to promote a culture of high integrity at TD and reduce the risk that our actions will cause harm to TD. Promoting a culture of high integrity engenders trust that we live our values in the employee and customer bases and thereby makes TD a preferred employer and service provider.  Conveying a strong ethical culture starts with the “tone from the top” as highlighted in the introductory message from our Group President and Chief Executive Officer and our Chairman of the Board. However, it is equally important for all of our leaders to consistently demonstrate unwavering integrity and to promote awareness and compliance with the Code.  Employees often take their cues from their managers.

The Code sets out a common baseline of ethical standards required of all of us. The Code also references other TD policies in specific areas.  It is important to note that certain businesses, regions or roles also have supplementary or jurisdiction-specific codes of conduct and policies, compliance manuals, sales guidelines, operational procedures, etc. to which their employees or directors must also adhere.   We must also comply with local laws and regulations, as well as our responsibilities to professional associations, self-regulatory organizations or regulators where these may impose greater or more rigorous standards than provided for in the Code or TD policies. In the event of an apparent conflict between the provisions of the Code and local laws and regulations, we must seek guidance from our manager and/or an appropriate area within TD (e.g. Legal, Compliance, HR or Global Anti-Money Laundering). Within this framework, employees and directors are expected to exercise good judgment and be accountable for their actions.

We review and update the Code every year to keep it current and reflective of emerging laws, regulations, policies and best practices. TD employees and directors are required to review and attest to compliance with this Code, and complete training on the Code annually. Furthermore, all employees and directors are obliged to report, in a timely fashion, any violations of the Code we may witness or reasonably suspect, ask questions about our culture of integrity and raise good faith concerns about compliance with the Code. Information on how to report violations is outlined at Section 7B) Reporting Violations

Applying the Code

Not every situation can be addressed specifically in the Code. We are expected to apply the principles outlined in the Code in exercising our judgment when we face questions, concerns or issues that do not present obviously correct answers or approaches. It may be helpful for us to apply a process such as the one below to making these types of decisions. If we are still uncertain, we should seek the advice and direction of a more senior manager or Human Resources (or in the case of a director, the General Counsel) so that all relevant interests are fully recognized and properly served.

The Code applies not only to us as TD employees and directors, but also to us as TD customers. Therefore, if an employee within TD reasonably suspects another employee or a director of being in violation of the Code in their dealings with TD as a customer, that employee is responsible for immediately reporting the situation in accordance with section 7 of this Code to allow for any corrective action that is appropriate under the circumstances.

In addition, since employees most frequently report misconduct that they observe to their managers and Human Resources, it is critical for those who receive such information to address it promptly and with the seriousness it deserves. When we recognize that we are faced with a challenging decision that engages the principles outlined in the Code, we should take the following steps:

Step 1: Identify the potential issue(s).

Step 2: Review the Code and other applicable TD policies/procedures.

Step 3: Engage and consult.

Seek guidance from my manager or a representative from an appropriate area within TD (e.g. Human Resources, Legal, Global Anti-Money Laundering ("GAML"), Compliance) to determine:

Step 4: Evaluate the options and make a decision.

Consider all of the information gathered and the guidance received. Acknowledge that the potential outcomes may be imperfect, but for each option, consider:

1) RESPECTING THE LAW

Making the Right Decision
Concern for what is right should be our first consideration in all business decisions and actions, and that includes compliance with the law. Financial services are heavily regulated in all jurisdictions in which we operate.  We need to be familiar with and observe all laws and regulations relating to TD in the jurisdiction(s) in which we operate. We must avoid performing any task that could reasonably be considered legally suspect, even if it might be common practice in the country or region. Adhering to the Code and TD’s other policies and procedures will help us fulfill these requirements.  Employees must not knowingly assist or allow customers or other employees to take actions which violate the law. We must not knowingly induce an employee of another organization to breach that organization's code of conduct or the law. If we have any doubt at all, we should seek advice and direction from our manager or a representative of an appropriate area within TD (e.g. Human Resources, Legal, GAML or Compliance). Directors must be aware of and consider laws that apply to the matters placed before the Board, and may seek advice from the Chair of the Board and the Chair may refer to the General Counsel for clarification.

2) DEMONSTRATING PERSONAL INTEGRITY

A. Criminal Record
Employees must inform their manager or Human Resources representative when charged with a criminal offence, and again if found guilty of, or plead guilty or no contest to, a criminal offence, including providing information related to the situation, unless prohibited by local law. Where a manager is so informed by an employee, the manager must inform their Human Resources representative without delay. In some cases, this information must also be reported to regulators. There may be employment consequences if an employee is charged with or found guilty of an offence, or pleads guilty or no contest to an offence. Directors are also subject to similar disclosure requirements. If unsure whether a charge, guilty finding or plea should be reported, employees should discuss the situation with their manager or Human Resources representative and directors should discuss the situation with the Chair of the Board (and if the situation involves the Chair the Chair should discuss the situation with the General Counsel).

B. Gifts and Entertainment
This section only applies to us in our capacity as an employee or director of TD. This section does not apply to circumstances where the Gift (as defined below) is to, or from, a relative or a person with whom we share a financial or close personal relationship (as defined in section 3.A below) and is completely unconnected with our role at TD.

We may not accept, offer or give, directly or indirectly for ourselves or for anyone else, gifts, entertainment or other benefits of value (collectively referred to as “Gifts”) that are not reasonable and appropriate under the circumstances. Specifically, a Gift of any value would not be reasonable or appropriate where it may be construed as an attempt to bribe or influence a decision, alter the provision or receipt of a service, or might otherwise be inappropriate in light of the underlying business relationship or the roles of the individuals involved. We must also never solicit Gifts of any value at any time.

Determining if a Gift is reasonable and appropriate should be based on the totality of the circumstances. We should consider whether the Gift (or combination of Gifts from or to the same individual or organization) could reasonably be construed as an attempt to influence our behaviour or that of TD (or, in circumstances where we are offering or giving the Gift, the behaviour of the recipient or their organization). Some factors that we should consider include:

If the recipient of a Gift or one of their family members is a Public Official (domestic or foreign) (e.g. a Politically Exposed Person, member of government or employee of a state-owned or state-controlled agency), we must also make sure that we are complying with the global Anti-Bribery and Anti-Corruption Policy and any related policies and procedures, as failure to do so could result in very serious penalties. If there is any doubt about whether a Gift is reasonable and appropriate, we should seek guidance from our manager or representative of an appropriate area within TD (e.g. Human Resources, Legal, GAML, or Compliance).

For employees at the level of Executive Vice President and above, where there is doubt whether or not the Gift is reasonable or appropriate, the matter should be referred to the General Counsel or the Executive Vice President, Human Resources.  Directors should refer to the Chair of the Board (and if it is the Chair of the Board, to the General Counsel). We should also bear in mind that there are some more stringent business or jurisdiction-specific laws, policies, procedures or guidelines regarding giving and receiving of Gifts, with which we must also comply if they apply to us.

We should be aware that accepting an invitation to an out of town networking, educational, sporting or other event as a guest of an existing or potential customer or supplier often creates the appearance of a conflict of interest, even where travel and accommodation is paid for by TD. The appearance of a conflict of interest may be elevated depending on our role or on the identity of the existing or potential customer or supplier. Accordingly:

Similarly, the appearance of a conflict of interest may be created if we offer to pay for an existing or potential customer or supplier's travel or accommodation expenses to attend an out of town networking, educational, sporting or other event as a guest of TD. Accordingly, all employees must obtain the approval of the Executive Vice President responsible for their business area before making such an offer. In addition, if the existing or potential customer or supplier is a Public Official, additional approval requirements are prescribed by TD's Anti-Bribery and Anti-Corruption Policy .

Here are some examples to help us interpret these rules: 

C. Alcohol and Substance Use

TD is committed to providing a work and business environment that is free from the inappropriate use of alcohol and substances. Accordingly:

When alcoholic beverages are served and consumed at TD business premises or events, the most senior manager responsible for the premises or event is responsible for ensuring compliance with any local laws or regulations, and for putting procedures in place to comply with this section. As we are all responsible to maintain a healthy and safe workplace, we should take reasonable steps to prevent any co-worker, customer, supplier or other guest from driving while impaired/intoxicated, and should immediately report the situation to a responsible member of management.

D.   Human Rights, Diversity, Inclusion and Preventing Violence in the Workplace
TD is committed to conducting all of its affairs with fairness and equity and fostering a unique and inclusive culture by providing a safe and respectful work environment that is free from harassment, discrimination, violence and other unwelcome behaviour as defined in the Respectful Workplace Policy and the applicable TD Health & Safety policies or procedures for your business or region. In support of this commitment:

E. Communicating on Behalf of TD or about TD
Communications should be respectful, responsible and professional in tone and must not violate the Code, the Electronic Communication & Social Media Policy or other applicable policies, including customer or employee privacy. Unless we are authorized to do so, employees and directors cannot publicly comment, post or speak on behalf of TD or disclose confidential information as described at section 4) Protecting Confidential Information. We are also not permitted to use external Social Media channels or personal email accounts to communicate for TD business purposes unless authorized to do so. Employees and directors must disclose their personal connection with TD when providing any personal comment about TD, its products or services, and indicate that the views expressed are their own, and not that of TD. TD’s expectations apply wherever we happen to be, whether in a TD workplace or not. 

When we use TD electronic communication devices, communicate over TD electronic networks or discuss TD subject matter, we must comply with the TD Electronic Communication & Social Media Policy  and the Social Media Guidelines .  In addition, w hen conducting TD business via electronic communication, we must use the TD Electronic Networks or Electronic Networks (as defined in the Electronic Communication & Social Media Policy ) that TD has authorized us to use. 

TD will not interpret the Code or its policies in a way that prevents us from engaging in lawful communications with each other about our terms and conditions of employment, or engaging in activities protected under applicable law.

F. Irregular Business Conduct
Irregular business conduct (which includes any criminal, fraudulent or illegal conduct, any impropriety, lack of professional responsibility or dishonesty) will not be tolerated under any circumstances. Irregular business conduct may cause unfair outcomes to customers or harm to market integrity, leading to loss of reputation, regulatory action or other potential adverse impact to TD. Such conduct is subject to internal disciplinary action up to and including termination of employment, and may lead to criminal prosecution, regulatory action or civil suit.

Some of the most serious types of violations are described below:

We must not manipulate internal or customer accounts or make entries to any account which are false, have not been properly verified or obscure the true nature of the transaction, or allow such entries to be made. We must not establish or operate, for any purpose, an account on the books of TD that cannot withstand the closest public scrutiny of its propriety. Also, we must not manipulate or falsify any TD financial statement, record or return.

We must not intentionally complete inaccurate reports, forms or other documents (including marketing and client presentation material) that are relied upon by TD to be an accurate record of the circumstances, or that are disclosed publicly or directly to third parties, including government agencies, regulators and customers or potential customers.

	An acquisition, sale of a business, merger or takeover bid;
	A change in the general character or nature of a company;
	Entering into or loss of significant contracts;
	Bankruptcy, impending insolvency, or other financial problems;
	Significant new business opportunities (e.g., discoveries, inventions, new orders or contracts), or the loss of business;
	A change in a company's capital structure; or
	Earnings information or information about a dividend declaration that is not available to the public.

Care must also be exercised when handling unsubstantiated market information, and disseminating unsubstantiated market rumours is prohibited. 

We must also comply with the  TD Information Barrier Policy  and the  TD Trading Window Policy  and any other information barriers applicable to their business area or region.

Insider trading and tipping are serious criminal offences.  If we have any questions as to whether a particular piece of information is material and/or non-public we should contact a member of our business Compliance team prior to taking any action that may constitute insider trading or tipping.

	Short selling (i.e., a transaction whereby a profit is sought speculating that the value of the securities will decrease) securities issued by TD Bank or other Restricted Securities (as defined in the  TD Trading Window Policy );
	Entering into any transaction or series of transactions that is designed to, or has the effect of, hedging or offsetting a decrease in the market value of securities issued by TD Bank or other Restricted Securities
	Entering into any contract or series of contracts that create a short sale of TD Bank or other Restricted Securities; or
	Trading in put or call options on securities issued by TD Bank or other Restricted Securities, including covered calls.

In addition to the specific prohibitions above, if we receive equity-based compensation awards (including, for example, restricted share units, performance share units and stock options) we are prohibited from entering into any transaction that is designed to, or has the effect of, hedging or offsetting a decrease in the market value of such awards.

G. Protecting TD Assets  
We must make every effort to protect all TD property and assets from theft, fraud, harm, loss or misuse, especially those that are in our custody or control and are our responsibility. These may include cash, negotiable instruments such as drafts, money orders, securities or certificates, premises, information (including customer and employee personal information) and equipment, including laptops. The TD Bank Group Financial Crimes and Fraud Risk Management Policy require employees to act in a proactive and coordinated manner to prevent and detect potential financial crimes and fraud. If we become aware of or suspect any actual, potential or attempted theft, fraud, harm, loss or misuse of TD property, we must immediately notify our manager or other appropriate TD official in order to allow for any corrective action that is appropriate under the circumstances.  TD property that is entrusted to us may be accessed or used only for the purpose of executing our accountabilities with TD, except to the extent that non-business use is expressly permitted.

H. TD Brand
As employees, we must avoid using TD communications materials for personal reasons (except as permitted under the TD  Electronic Communication & Social Media Policy ) as this could lead to a misunderstanding and possibly damage TD's reputation. Specifically, care should be taken in the use of TD stationery (including forms, letterhead and envelopes), faxes where the name, address or phone number of any TD company, business or department appears on the fax, or emails (paper or electronic copies) where the @website is a TD website.

I. Intellectual Property and Copyrighted Material
We must never use any TD intellectual property (e.g. logos, images, trademarks, presentations, audios/videos, software, etc.) except in the normal course of performing job duties and in accordance with TD’s brand standards. As employees, we must never reproduce or use intellectual property of any third party (such as software, video, music, documents and other materials of vendors, suppliers, customers or others) unless TD has valid documented licenses, if required, for such use and only in compliance with all licensing terms and all TD policies.

J. TD's Expense Control Framework and Reasonable Expenses
All employees are required to follow the requirements set out in the TD Expense Control Framework , which outlines the preventative and detective control measures that have been implemented to reduce the likelihood of losses due to error and fraud, along with expectations of employees in implementing them.

As employees, we are required to comply with the policies and procedures outlined in the TD Expense Policy and Procedures Portal , including claiming only reasonable expenses actually incurred for TD business within TD guidelines; and we are accountable to follow our authorization limits when we authorize expense commitments, transactions or employee claims for reimbursement. In addition, we must not use a TD corporate credit card for any purpose other than for proper TD business expenses, and we must manage the card in accordance with applicable policies and procedures. In particular, a TD corporate credit card can only be used for legitimate TD business purposes and cannot be used to charge personal items or services. Cash advances using a TD corporate credit card are strictly prohibited. We are responsible for any fees or interest payable incurred on the TD Corporate credit card as a result of not submitting claims in a timely manner for eligible expenses.

K. Cooperating with Audits, Reviews and Investigations
We are required to fully cooperate with the Internal Audit, Financial Crimes & Fraud Management, Legal, Compliance, Global Anti-Money Laundering, TRMIS, TDI and Human Resources departments and any other areas of TD which may, from time to time, audit or investigate issues within TD. Further, we must not in any way obstruct, hinder or delay any internal investigation. The obligation to cooperate may extend to providing truthful information pursuant to, or in the defense or prosecution of, legal proceedings and investigations involving TD, its customers or employees.

3) MANAGING CONFLICTS OF INTEREST

A. Introduction to Conflicts of Interest
In keeping with expectations regarding ethical corporate conduct, customers and the public have a right to openness and honesty in all their dealings with TD. As representatives of TD, we must avoid activities or circumstances that create conflicts between our personal interests and our responsibilities as employees or directors, as well as complying with policies and procedures that manage potential conflicts between TD's interests and those of other stakeholders, such as customers and counterparties.

Conflicts of interest arise when individuals or organizations have personal interests that may interfere with, or appear to interfere with, the independent exercise of judgment in business dealings. We must avoid having our decisions on behalf of TD influenced (or to even be seen to be influenced by) conflicting interests.  For these reasons, actual, potential and perceived conflicts of interest (each a “Conflict” and collectively described as “Conflicts” in this section) must be carefully managed.  The following Conflict of Interest sub-sections describe many of the more commonly encountered Conflicts, but we must always be alert to other situations that may give rise to Conflicts.  In any situation where there is a Conflict, we must bring the situation to the attention of our manager, Human Resources representative or other contact listed in this Code or other applicable TD policy .

For purposes of this section, “relatives and people with whom we share a financial or close personal relationship” include for example, a spouse, domestic partner, party to a civil union, others with whom we share a romantic relationship, parent, child, grandchild, grandparent, sibling, guardian, roommate, business partner, co-investor, guarantor, etc., but do not include nominal financial relationships.  Parent, child and sibling include   biological, adopted, step and in-law relations.     

B. Conflicts Arising from Personal Benefit
A Conflict may arise where we may be motivated to act in a manner that is not in the best interests of TD, our customers and/or our shareholders. Often this is because we, or our relatives or people with whom we share a financial or close personal relationship, stand to benefit from the action in some way.

We must avoid acting in a manner that places our personal interests ahead of the best interests of TD, our customers and/or our shareholders. As noted above, we must also avoid situations that might create the appearance of a conflict of interest whether or not it actually exists and whether or not we believe we would be improperly influenced. For example, we may not, directly or indirectly purchase or acquire an interest in real property that is being sold by TD following repossession or foreclosure. Where we face a Conflict, we must disclose the situation to our manager or Human Resources representative.

C. Corporate Opportunities
We must not use TD property or information, or information concerning our employees, customers, prospective customers, suppliers or agents, including, for example, their accounts, transactions, or other financial, business or credit information, our position at TD, or our access to, or knowledge of TD systems, policies or assets:

We are expected to advance the legitimate interests of TD whenever the opportunity arises. Great care must be taken to avoid any Conflict when purchasing or selling assets or services from or to TD, its customers or its suppliers. In specific cases, however, a personal opportunity may be approved provided that it is disclosed in advance and in writing to our Human Resources representative (or, in the case of the Chief Executive Officer or a director, to the Chair of the Board of Directors; and in the case of the Chair of the Board of Directors to the General Counsel) and is determined not to be material. The Chair, in consultation with the General Counsel, will determine if any additional board notifications or approvals are necessary in the circumstances.

D. Relationships in the Workplace
We must not give or receive any special consideration relating to employment or conditions of employment to or from relatives and people with whom we share a financial or close personal relationship. Our business and human resources decisions must be based on sound ethical business and management practices, and not influenced by personal concerns.

Relatives and people who share a financial or close personal relationship may not work in positions where there is a Conflict (for example, where the positions serve as controls for each other, where there is a direct reporting relationship between them, or where either one has the authority to influence, directly or indirectly, any term or condition of employment of the other), unless the situation has been disclosed to the business unit executive and Human Resources representative(s) involved and each of their approvals has been obtained.  Directors should disclose such a situation to the Chair of the Board (and if it is the Chair of the Board, he/she should disclose the situation to the General Counsel). If a Conflict exists, one of the parties may be relocated.  For more detailed information on this subject, please refer to the Personal Relationships and Nepotism Standard .    

E. Conflicts Arising from Personal Financial Activities
We are required to conduct personal financial activities at TD with transparency. To avoid any Conflicts, we must not knowingly access account information, act in a lending capacity or conduct financial transactions (even if seemingly routine) for ourselves, or relatives and people with whom we share a financial or close personal relationship. All of our personal financial activities must be conducted on an arm's length basis, meaning, for example, an employee who reports to us should not process our financial transactions that require the exercise of discretion, and if we are processing a transaction for another employee, we must exercise the same due diligence as we would for any other TD customer.

F. Bequests, Executorships, Agencies and Powers of Attorney
Except for our relatives and people with whom we share a financial or close personal relationship, we must not assume authority over a customer's financial affairs, including acting as executor, agent, trustee, attorney or in any other fiduciary capacity for a TD customer or be a beneficiary under a will or a trust of a TD customer, where this relationship may give rise to any perception of conflict of interest, undue influence or other impropriety. If we learn that a TD customer (other than a relative or a person with whom we share a financial or close personal relationship) has named, or is considering naming us in any of these capacities, we must immediately inform our manager, Human Resources representative or other appropriate TD official. TD will assess the situation to determine whether or not it is appropriate for us to accept the appointment or bequest and/or any appropriate conditions to impose in relation to ongoing dealings with the customer. Where the employee's relationship with the customer is entirely personal (i.e., the employee has had no direct or indirect dealings on behalf of TD with the customer), the situation generally will not give rise to any Conflict.

G. Personal Borrowing and Lending
We must not borrow funds from or lend personal funds (including cosigning or providing a guarantee for loans) to an employee of TD in an amount that is more than nominal value. Also, employees must not borrow from or lend any personal funds to a TD customer (other than relatives and people with whom we share a financial or close personal relationship) of our business, though we may borrow from a customer that is a financial institution or one that offers credit to customers, provided the terms of the loan are in the ordinary course of the customer's business.

H. Recommending Service Providers to Customers
Occasionally, a customer may ask us to recommend an external service provider such as an accountant, lawyer or real estate agent. We may provide the names of several external service providers but may not recommend any particular one.  We may not provide any written or public endorsement or testimonial of any third party on TD’s behalf without approval of Marketing.

I. Disclosing Interest and Abstaining from Participation
To avoid any actual, potential or perceived conflict of interest, we must disclose any interest we have in an existing or proposed material contract or transaction involving TD in which we may have some influence or perceived interest. If we are an officer or director of an entity that is party to any such contract, that relationship must also be disclosed. These disclosures must be made to our manager at the earliest opportunity (or, in the case of the Chief Executive Officer or a director, to the Chair of the Board of Directors; and in the case of the Chair of the Board of Directors to the General Counsel).

In addition, we must not have or be reasonably perceived to have influenced a decision with respect to a material or proposed material contract in which we have an interest described above.

J. Directorships, Outside Business Activities and Investments
Employees may not enter into any employment, directorship, office, trade, volunteer activity or business outside of TD or invest in a company (other than an interest of less than 10% of a publicly traded corporation) without first reviewing the guidelines for outside business activities, their terms of employment and applicable laws and regulations that apply to them by virtue of their role, and obtaining consent from TD where required. The Chief Executive Officer, Group Heads and any other members of the senior executive team must also obtain the consent of the Corporate Governance Committee of the Board of Directors of the Bank, with some exceptions. As a general principle, outside business activities should not interfere with the performance of our duties at TD or our ability to exercise judgment in TD's best interests.

K. Political and Charitable Activity
As employees and directors, we may make personal political contributions and charitable donations at our discretion, subject to ensuring that there is no regulatory prohibition or reporting restriction on such contributions. However, we must not commit TD to charitable contribution without prior approval from Community Relations (Marketing). We must not commit or make political contributions on behalf of TD in Canada without prior approval of Canadian Government Relations (Corporate and Public Affairs) or in the United States without prior approval of U.S. Government Relations (Regulatory and Government Affairs).  In other regions, we should consult with either the Legal or Compliance department. If we hold a position in a political organization which may influence the financial needs of that organization, or if we are asked to conduct financial transactions or fundraising on that organization's behalf, we should consult with Human Resources and ask that they review this relationship to ensure that there is no perception of Conflicts or improper influence. Employees should not engage in any political activity in the workplace unless authorized by senior management and/or the Government Relations group for our region. If we are soliciting financial or other donations on behalf of organizations or individuals including employees of TD, (note that soliciting donations for charitable purposes is not considered to be soliciting Gifts, which is prohibited in section 2.B of the Code) we should exercise discretion in soliciting donations from co-workers, customers and suppliers (i.e., they should never be made to feel any obligation to make a donation) and must comply with any applicable TD policies. We must not use email group lists for purposes of requesting donations without approval from the responsible department head. Directors who have any questions about this section, or who require approval for political or charitable activity should consult with the Chair of the Board (and if it is the Chair of the Board, the Chair should consult with the General Counsel).

L. Conflicting TD Interests

TD is committed to avoiding material Conflicts between its interests and those of its customers and counterparties. A material Conflict would exist if TD were to engage in any transaction or activity that could involve or result in TD’s interests being materially adverse to the interests of a customer or counterparty. TD has established, maintained and enforced information barriers as set out in the TD Information Barrier Policy to physically separate employees or functions, or limitations on types of activity, to help prevent Conflicts from involving or resulting in a materially adverse effect on a customer or counterparty.

If, notwithstanding the information barriers established, we know or should reasonably know that a specific transaction or activity may involve a Conflict that could result in a materially adverse effect on a customer or counterparty, we must discuss the situation with our manager and/or our Compliance department representative and assess whether disclosure of the Conflict to the customer or counterparty is necessary or appropriate. If so, we must ensure that (i) we make clear, timely, and effective disclosure of the Conflict; and (ii) the customer or counterparty has the opportunity to negate, or substantially mitigate, any materially adverse effect created by the Conflict.

4) PROTECTING CONFIDENTIAL INFORMATION

Confidential information includes any information (including customer and/or employee personal information) that is not publicly known, and may include information classified as internal, confidential, or restricted pursuant to TD's TRMIS Data Management Standard. We may have access to confidential (non-public) information concerning TD, our customers, suppliers, regulators or fellow employees. We have an obligation to comply with applicable laws and the policies and procedures of our business and region pertaining to confidential information. We are all responsible to safeguard confidential information in our possession from unprotected access or disclosure.  If or when it is necessary for us to take, send or work on confidential information outside of TD premises or systems, including when we are working from a non-TD location, we must ensure it is appropriately protected, regardless of whether the information is in physical or electronic form.

We may not use or disclose confidential information to any person at any time after the termination of our employment for any reason. All such information must be destroyed or returned to TD upon the termination of employment and deleted from any personal electronic device.

We may have had access to the confidential and proprietary information of past employers during employment prior to joining TD. We must never use or disclose any of this information to anyone, including employees, customers or vendors, as part of, or during, our employment with TD. If we become aware of or suspect any violation of this obligation, we should immediately report it to our manager or HR Partner.

A. Protecting Customer Information
Customer information must be kept private and confidential. We must not leave customer information unattended and we must not discuss or disclose any customer information (including that an individual or institution is a customer of TD) to anyone outside of TD unless we are required to disclose by law, are authorized to disclose by the customer, or are directed to disclose in circumstances described in policies and procedures applicable to our business or region. We must not access customer information except in the normal course of our duties, for a legitimate purpose and with proper authorization or consent. In addition, we must not disclose or share customer information with other TD employees who do not have a legitimate need to know the information and who do not have the appropriate access clearance. When dealing with customer information, employees must comply with all laws as well as TD’s Global Privacy Policy and the privacy policies and procedures applicable to our business and region.

B. Protecting Employee Information
TD is permitted to collect, use and disclose employee personal information for employment administration purposes in accordance with TD policy and applicable law. Employees must not collect, use or disclose personal information of other employees except in accordance with all laws, TD's Global Privacy Policy and TD employee privacy policies and procedures applicable to our business and region. We must not access employee information except in the normal course of our duties, for a legitimate purpose and with proper authorization or consent. We must also exercise care and discretion with the personal information of other employees in our possession and never leave it unprotected. We must never discuss or disclose it to anyone outside of TD unless for a legitimate purpose and we are permitted or required to disclose by law, are authorized to disclose by the employee, or are permitted to disclose in circumstances described in the policies and procedures applicable to our business or region. We must not disclose or share another employee’s personal information with other TD employees who do not have a legitimate need to know the information unless we are authorized to disclose by law.

C. Protecting TD Information
We must carefully protect the confidential and proprietary information to which we have access, and not disclose it to anyone outside of TD or use it without authorization. We must not disclose or discuss the information with other TD employees who do not have a legitimate need to know the information.

In the U.S, legislation provides certain protections to individuals who disclose a trade secret to their legal representative or legal advisor, a court, or a government official in certain, confidential circumstances.

D. Computer Systems Security  
When using TD computer systems and accessing TD information, we must be properly authenticated at all times. In addition, access to passwords must be strictly controlled. It is our responsibility to take the necessary steps to protect our logon ID, passwords, digital signature or other means we use to identify ourselves to the TD computer network and to otherwise protect TD computer systems from unauthorized access (including ensuring that our computers are always locked when we leave them unattended). This also applies to access given to third parties or agents through any shared system or direct access to TD systems. We must also exercise vigilance in protecting TD systems against computer viruses. As employees, we must comply with the Technology Risk Management and Cybersecurity Policy .

All computer hardware, software, email, voicemail and internet accounts provided to employees are the property of TD and may be monitored, recorded and accessed by authorized TD representatives in accordance with TD policy and applicable law. In addition, all information stored, processed or transmitted on any TD system, network, equipment or device or external system used by TD to conduct business, is considered the property of TD.

Communication conducted over TD's internal network or any external network generally is not considered private. Employees must protect communication conducted over external networks from unauthorized access (for example, with encryption). Also, when communicating via TD's internal network, employees should consider the sensitivity and confidentiality of the information and take appropriate precautions.

5) DISCLOSURE OF TD INFORMATION

TD is committed to providing timely, accurate and balanced disclosure of all material information about TD, and is also committed to transparency in its reporting obligations to shareholders and the public. All employees, officers and directors of TD are required to comply with the TD Disclosure Policy .

6) WORK ENVIRONMENT

A. Appearance and Courtesy
To customers and prospective customers, the individual employees with whom they come in direct contact represent TD. Some businesses within TD have formal dress codes and we should abide by such dress codes if they apply to us. In any case, our choice of work attire should be guided by what is appropriate for our customers. Work attire must be neat and clean and conform to the established dress standards of our business, having due regard to personal hygiene and grooming. We must also be courteous and respectful in all dealings with the public and other employees and in all other business relationships.

B. Health and Safety
Under TD’s health and safety program all employees share the responsibility of maintaining a healthy, safe and respectful work environment. We are all expected to observe the established health and safety policies, regulations and practices applicable to our business and regions and report accidents, injuries and unsafe equipment, substances, practices or conditions. Employees who have specific accountabilities under health and safety legislation (e.g., first aid attendants, health and safety representatives, etc.) are required to acquire the necessary training, understand their additional responsibilities and act on them to protect the health and safety of individuals within the workplace. For more detailed information, please refer to the applicable TD Health & Safety policies or procedures for your business or region.

In addition, employees are all responsible to ensure our own safety while travelling for business purposes.  When employees are planning business travel we are required to use TD’s corporate travel program and booking services so that TD can monitor and advise us of potential security issues, and also support us (e.g., getting us home safely) should an emergency arise.

C. Physical Security
TD has developed the Physical Security Policy to help fulfil its commitment to protect employees and assets worldwide, while mitigating the risk resulting from various security threats. Employees are all expected to be alert to, and to take reasonable steps to prevent potential security threats to ourselves, other employees, TD premises and property, and to report security incidents according to our business or regional procedures. In some business operations, as part of the physical security program, TD uses routine video surveillance in common areas.  Video surveillance can be helpful in investigating offences or claims against TD as well as violations, or alleged violations of TD policies and practices, including the Code.

7) COMPLYING WITH THE CODE OF CONDUCT

A. Our Responsibilities
Every employee and director of TD, in every location, every job, at every level, and at all times, is responsible for safeguarding the reputation of TD, including by complying with this Code.

B. Reporting Violations

Where we are aware of or suspect any conduct that violates the Code (or related policies, supplemental codes, compliance manuals, other duties owed toward TD, etc.) we have an obligation to immediately report such conduct using any available channel, for example,

to our manager or Human Resources representative. If we are not comfortable with these channels, we may choose to report the violation through any of the various channels available to us at TD, including:

If we become aware of or suspect any violation by an executive officer (other than the General Counsel) or a director, we should report our concerns to the General Counsel. Any suspected violation by the General Counsel should be reported to the Chief Executive Officer or the Executive Vice President, Human Resources. Directors should report violations to either the Chair of the Board or the General Counsel.

It must be noted that nothing in this section, the Code or any TD policy prohibits, or is intended to prohibit, us from:

If circumstances exist where reporting a matter internally would impede our ability to report the matter to or communicate with an appropriate government authority, then we are not obligated to report the matter internally.

C. Retaliation
TD prohibits retaliation or reprisal (also known as victimization in some jurisdictions) against employees, customers or suppliers under any of the following circumstances:

Any employee who attempts (directly or indirectly) to intimidate or retaliate against anyone who makes such a report will face disciplinary action, up to and including termination of employment. As such, if an employee of TD in good faith suspects us of violating the Code, they are expected to report the situation to TD, regardless of which business unit they work within or how they came to their suspicions.

D. Failure to Comply
It is our responsibility to be familiar with and understand the provisions of this Code as well as other applicable TD policies, including those specifically identified in this Code. Failure of an employee to comply with the Code or any other applicable policy may result in disciplinary action, including disciplinary documentation and unpaid suspensions, up to and including termination of employment, and may also impact performance ratings and incentive pay. Directors of TD are also required to comply with the Code. Failure of a director to comply with the Code will be dealt with in accordance with the policies and procedures of the Board of Directors.

E. Annual Attestation
Subject to any exemptions approved by the Executive Vice President, Human Resources, all active employees and directors are required as a condition of employment or their office, as the case may be, to complete an attestation on an annual basis stating that they have complied with the obligations set out in paragraph D above. Inactive employees include those on Short-Term or Long-Term Disability or other leaves of absence. Employees are required to comply with the Code during their absence and will have previously attested to compliance with the Code.

F. Waivers
In certain limited situations, TD may waive the application of sections of the Code. For employees (other than executive officers), any such waiver requires the express approval of the executive officer and the most senior Human Resources executive for the business responsible for that employee, as well as the Executive Vice President, Human Resources. For executive officers and directors, any such waiver requires the express approval of the Audit Committee of the Board of Directors of TD Bank. TD will publicly disclose any such waiver granted to an executive officer or director, as required by applicable law.