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Code of Conduct and Ethics

Using this Code and Definitions

Using This Code

This Code supplements the TDBG Code. For ease of reference, the provisions of this Code are numbered in accordance with the provisions of the TDBG Code that they modify and expand, and each section carries the heading of the corresponding provision in the TDBG Code. To the extent there are any inconsistencies between this Code and the TDBG Code, this Code shall control. Please see Section 7.C Compliance with the Code of Conduct – Other Requirements if you have questions regarding the Code that need clarification.

The TDBG Code makes reference to certain formal TDBG policies in specific areas. We should read all such references to be to the corresponding Company policies, unless the context otherwise indicates.


Company: TD Bank US Holding Company and/or all direct and indirect subsidiaries currently existing or hereafter formed or acquired, which employ personnel or have Boards of Directors.

Director; Board(s) of Directors: Includes all members of the Boards of Directors of the Company and its banking and corporate subsidiaries, and also includes any members of the board or managers of any subsidiaries organized as limited liability companies.

Employee: Includes all Employees and Officers of the Company and its banking and non-banking subsidiaries.

Immediate Family: Includes father, mother, spouse, civil union partner, children, siblings and in-laws of a Person. These may be blood, step or adoptive relationships.

Person: Any individual or group of individuals identified in B and C above.

Examples: Certain sections of this Code describe clarifying examples or hypothetical situations that might arise within the context of the section. These are illustrative only and are not intended to limit the scope of the section.

Regulation O: Refers to Regulation O promulgated by the Board of Governors of the Federal Reserve System, as amended from time to time, to implement the lending restrictions set forth in the Federal Reserve Act regarding loans and other extensions of credit made to executive officers, directors, principal shareholders and other insiders.