Description of TDPCW and TDPCW's Advisory Services 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. TDPCW’s investment advisory services include sponsoring wrap fee programs. TDPCW offers investment advisory services to clients through five separate wrap fee programs: (1) Institutional Managed Accounts; (2) High Net Worth Managed Accounts; (3) TD Investment Services (US) Managed Accounts; (4) TD Automated Investing; and (5) TD Automated Investing Plus.
This Brochure provides information about the TD Automated Investing and TD Automated Investing Plus digital platform investment advisory wrap fee programs (each a “Program,” and together, the “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 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. You do not pay separately for commissions for each trade executed in this type of account. Instead, we incur the cost of executing securities transactions. This creates a conflict of interest because TDPCW is compensated regardless of the number of trades executed in your account. To manage this conflict of interest, we monitor account activity to help identify inactivity. 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 of the other TDPCW wrap free 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 investment advisory program selected.
Description of TD Automated Investing TD Automated Investing gives clients access to discretionary investment advisory services through the TD Wealth Automated Investing and TD Wealth Automated Investing Plus website, mobile application, and/or other digital interfaces as TDPCW may develop and use in connection with the Program from time to time, including third-party digital interfaces TDPCW does not control, but has authorized for the Program (collectively, the “Site”).
The Program uses the information that a client provides on the Site regarding investment time horizon and appetite for risk to recommend a specific asset allocation and a corresponding strategic investment portfolio (“TD Strategic Portfolio”).
An unaffiliated broker-dealer (the “Clearing Firm”) provides custody services for the TD Automated Investing and TD Automated Investing Plus accounts and also provides trade execution and related services to implement the recommended TD Strategic Portfolio. TDPCW provides brokerage services as the introducing broker-dealer on transactions in clients’ accounts within the Program. For additional information, see “Brokerage and Custodian” under this Item 4 below. The TD Strategic Portfolios available through the Program consist of third-party unaffiliated exchange traded funds (“ETFs”) and/or mutual funds that are reviewed, selected and monitored by the members of TDPCW’s Investment Strategy team as well as a cash allocation. For additional information about the TD Strategic Portfolios, see “Portfolio Construction” under Item 6 below.
For important information about each ETF and/or mutual fund, including investment objectives, risks, charges, and expenses, clients can read each ETF's offering document or mutual fund’s prospectus.
The Clearing Broker delivers prospectuses to clients or clients can visit the fund company's website.
Clients are automatically enrolled, to the extent permitted by applicable law, in a program to deposit (i.e., “sweep”) available cash balances in a Program account that are pending investment, as well as any strategic cash balances allocated to cash, in either a bank deposit account held at TD Bank, N.A.
or TD Bank USA or clients can opt to maintain cash balances in cash. For additional information, see “Cash Balances and the Sweep Feature” under this Item 4 below.
The Program is designed to assist clients in meeting specific investment goals. It is not designed as a comprehensive investment advisory service. In order to participate in the Program, clients are required to establish online account access through the Site.
Clients in the TD Automated Investing Program will generally be able to contact the TD Private Client Services Team at 833-981-8324 for administrative assistance with their account. Because of the online digital nature of the Program, the goal-based focus and the limited investment portfolios, TD Automated Investing may not be appropriate for all investors. Clients that are interested in other types of investment services, such as accounts supported by a dedicated investment advisory representative and a more comprehensive range of investment services and products, may review the full range of TDPCW investment advisory offerings on the TD Wealth website at https://www.td.com/us/en/investing/. Before investing in the Programs, please read this entire Brochure and the FAQs available at https://www.td.com/us/en/investing/documents/pdf/FAQs_AutomatedInvestingAutomatedInvestingPlus. pdf. Description of TD Automated Investing Plus TD Automated Investing Plus offers the same services as TD Automated Investing discussed above, and access to the same TD Strategic Portfolios as TD Automated Investing. TD Automated Investing Plus clients can contact the TD Private Client Wealth Service Team at 833-981-8324 for administrative support, but will also be connected to a team of personal financial advisors (“PFAs”) who are available to answer questions about the TD Automated Investing Plus account, provide goal-based advice and, at the client’s request, will work with the client to prepare a more comprehensive client profile that takes into account additional client assets, additional financial objectives and a household risk tolerance that goes beyond the scope of TD Automated Investing’s advisory services, and will result in a personalized financial plan. Such additional information, will not, however, be considered in recommending a TD Strategic Portfolio for your account within the Program.
Electronic Delivery of Documents To receive investment advisory services, clients and prospective clients are required to complete an online assessment, an account application and enter into an investment advisory agreement, a brokerage agreement and other account agreements (collectively, the “Program Agreements”) electronically through the Site. These Program Agreements along with other disclosures and notices will be delivered to clients in electronic format, by posting the information to the Site where clients can access their account information, and through email or other electronic means. In order to enroll in a Program, clients must be willing to accept the terms of an electronic delivery consent (“Electronic Delivery Consent”), which will require that the client agrees to electronic delivery of all TDPCW Program documents and communications. Clients may request hard copy delivery of documents that the Clearing Broker produces, which are account statements, trade confirmations, proxies, and prospectuses. By signing the Program Agreements, clients will be automatically enrolled to receive electronic delivery of Program documents. Once enrolled in electronic delivery, clients may revoke their consent to electronic delivery at any time by updating their delivery settings on the Site or calling the TD Private Client Wealth Service Team at 833-981-8324. Clients must provide TDPCW with a valid email address to enroll in a Program. Clients are required to notify TDPCW immediately in the event their email address changes or becomes inaccessible by contacting by updating this information in the Site or by calling the TD Private Client Wealth Service Team at 833-981-8324. Clients will be informed by email when a new or amended agreement or document is available; therefore, it is important that clients maintain an accurate email address at all times. If a client fails to provide or maintain an accurate email address and other contact information, TDPCW may terminate that client’s participation in the Programs. TDPCW will attempt to contact clients by other means when it determines that a client’s email address is invalid.
Clients must also own or have access to an electronic device with the necessary hardware and software to access the Site as an initial and continued condition of participating in the Program. Please refer to the Electronic Delivery Consent, which is an exhibit to the Client Agreement (as defined below), for additional terms and conditions regarding electronic delivery of Program communications. Telephone support is available for TD Automated Investing and TD Automated Investing Plus clients who need help with administrative matters regarding their account. TD Automated Investing Plus clients may also call the TD Private Client Wealth Service Team to speak to a PFA, as described above. Account Opening, Initial Investment and Rebalancing Client Risk Profile Clients are required to complete an interactive information request through the Site which requires the client to (1) select one of the available investment goals; and (2) complete a risk tolerance questionnaire, which includes questions about your risk tolerance and your investment time horizon for the account (the “RTQ”). Responses to the RTQ are scored to determine the client’s risk profile (the “Risk Profile”). The client’s Risk Profile will form the basis of TDPCW’s investment advisory recommendation of a TD Strategic Portfolio. The Programs will recommend a TD Strategic Portfolio for you based on certain information you provide. Specifically, TDPCW only considers information regarding your risk tolerance and investment time horizon in response to the RTQ in making a recommendation. TDPCW does not consider the entire range of information you provide for purposes of recommending a TD Strategic Portfolio. A client may select a TD Strategic Portfolio that is adjacent to (one deviation up or down) the recommended TD Strategic Portfolio. It is extremely important that clients and prospective clients respond to the RTQ accurately. In the event that any RTQ response changes or becomes inaccurate, a client must contact the TD Private Client Wealth Service Team at 833-981-8324 immediately. The Programs are not intended for clients who seek to “time the market” by changing their RTQ frequently. Frequent changes to the RTQ will cause frequent purchases and sales of securities in a client’s account and may create tax consequences for the client.
Client Responsibility Investment advice offered through the Program is highly dependent on a client’s responses to the RTQ, which forms the basis of the client’s Risk Profile and TDPCW's recommendation of a model portfolio. It is extremely important that clients and prospective clients respond to the RTQ accurately and revisit their responses to the RTQ in the event that any response becomes inaccurate. Clients should be careful when entering responses to the RTQ because inaccurate information will affect TDPCW's investment recommendations. TDPCW does not and will not verify any information that clients and prospective clients provide through the Site nor will it consider any information that it may obtain or possess as a result of a client or prospective client’s other accounts or relationships with TDPCW or its affiliates. In addition, after completing the RTQ, depending on client’s Risk Profile and subject to certain limitations, the Program allows a client to select a model portfolio that is riskier or more conservative than the one recommended by the Program. Clients are responsible for determining whether such decision is suitable and consistent with their Risk Profile and investment objectives. TDPCW will not be responsible for such decision, including, but not limited to, any difference in investment performance between the Recommended Portfolio and the Selected Portfolio. Investment Goals The goal assessment tool asks clients to identify an investment goal. The Programs’ investment goals are:
• growth;
• retirement;
• a major purchase The default investment goal for individual retirement accounts (“IRAs”) is “retirement.” An account’s investment goal may not be changed after the account has been opened. TD Strategic Portfolios The Programs offer several TD Strategic Portfolios. The asset allocations of the TD Strategic Portfolios are based on the firm’s long-term capital market assumptions, as well as correlation between asset classes. The Programs’ current TD Strategic Portfolios are: All Fixed Income; Conservative; Moderately Conservative; Moderate; Moderately Aggressive; Aggressive; and Aggressive Growth. TD Strategic Portfolios are available to participants in the Programs. Construction of Portfolios TD Strategic Portfolios are designed and monitored by TDPCW portfolio management professionals.
TDPCW manages similar model portfolios for other advisory programs; however, the strategy and the securities within the TD Strategic Portfolios are different and are expected to perform differently.
However, similar TDPCW model portfolios may perform better or worse than the TD Strategic Portfolios.
The TD Strategic Portfolios are comprised of ETFs and mutual funds. The ETFs and mutual funds available in the Programs may not be available in other TDPCW advisory programs.
Clients should review “Portfolio Construction” under Item 6 below for the methodologies TDPCW uses in creating and updating the TD Strategic Portfolios and their related risks. TDPCW has discretionary investment authority and retains trading authority to implement the model portfolios and place orders consistent with each client’s TD Strategic Portfolio. Cash Balances and the Sweep Feature Each TD Strategic Portfolio is designed to include a target cash allocation, which TDPCW may change in its sole discretion. Cash in a client’s account will either be deposited into the Bank Sweep Product (discussed below) or held in cash. Each Program will default to have available cash balances in a client’s account deposited (“swept”) into the TD Wealth Bank Deposit Sweep Product (”Bank Sweep Product”). Clients also can elect to have cash balances remain in their account, but these cash balances will not earn interest. The Wrap Fee is charged on all cash balances. Because a client will not be earning any interest in the cash in their account, the cash balances will have a negative return (money will be deducted for fees, reducing the cash balance). For more information about rebalancing, see “Rebalancing Logic” under this Item 4 below.
Bank Sweep Product The Bank Sweep Product is intended for the deposit of available cash in an account into bank deposit accounts (”Deposit Account”) at TD Bank USA N.A. or TD Bank N.A. (“Program Banks”). The TD Wealth Bank Deposit Sweep Product Terms and Conditions can be found at https://tdwealth.netxinvestor.com/nxi/disclosure/brokeragedisclosure/bankdepositsweepdisclosure Cash in the Bank Sweep Product is subject to the applicable Program’s Advisory Fees, as described in “Wrap Fee” under this Item 4 below. TDPCW decides the interest rate that is paid on the Bank Sweep Product to clients. Currently, TDPCW sweeps the cash to an account that pays an interest rate that is subject to change without prior notice to clients. TDPCW and/or its affiliates benefits from deposits and credits in client accounts before cash balances are invested or swept into a sweep vehicle (usually the next business day) as we receive a portion of the interest that clients earn in the Bank Sweep Product, and therefore TDPCW and/or its affiliates will benefit from additional revenues earned based on a client’s cash held in the Bank Deposit Product.
This benefit, “free credit interest,” is in the form of income at the prevailing market rates on overnight investments averaging 0.01%. TDPCW regularly reviews the stated interest rate to determine if it is competitive with the rate paid in other sweep programs.
Balances in the Deposit Account are covered by Federal Deposit Insurance Corporation (“FDIC”) insurance, subject to applicable limits and terms and conditions, but are not protected by the Securities Investor Protection Corporation ("SIPC"). TDPCW does not review or monitor FDIC insurance limits for clients. Clients are responsible for monitoring the total amount of deposits that they have with the Program Banks to determine the extent of FDIC deposit insurance coverage available to them on their deposits. The TD Wealth Bank Deposit Sweep Disclosure provides further information about the Deposit Account, including the limits, terms and conditions of FDIC insurance coverage. The interest rate on the Deposit Account may be higher or lower than yields on other cash alternatives not available in the Programs, such as money market mutual funds.
The current interest rate for cash in the Deposit Account can be obtained by calling the TD Private Client Wealth Service Team at 833-981-8324. The rate changes regularly, so it is prudent to check this website on at least a quarterly basis.
The Program Banks and TDPCW have a conflict of interest in setting the amount of interest that a client will receive, and the amount of that interest that TDPCW will keep, as that will affect the additional compensation that TDPCW and its affiliates will earn. TDPCW also has a conflict of interest in determining how much of a TD Strategic Portfolio is allocated to cash, as that also affects the amount of additional compensation TDPCW and its affiliates will earn. Finally, the Program Banks and TDPCW have a conflict of interest in selecting the cash sweep vehicles. Only TD-affiliated banks are currently used for the Bank Deposit Sweep, and TDPCW and/or its affiliates might not be able to set the interest rate or keep as much of the client’s interest if an unaffiliated bank were used. No money market funds are offered as cash sweep vehicles. Although some money market funds offer higher yields than bank deposit accounts, if a money market fund was used, TDPCW might not be able to earn as much compensation as it could earn from the Bank Sweep Product.
Client Agreement Clients are required to enter into the TD Automated Investing and TD Automated Investing Plus Investment Advisory Agreement (“Client Agreement”). The Client Agreement authorizes TDPCW’s robo- advisor to act as the client’s investment adviser with investment discretion and trading authority over the client’s account. TDPCW cannot change the TD Strategic Portfolio the client selects; only the client can do that by completing a new RTQ or requesting a change in TD Strategic Portfolio.
Initial Investment After a client has enrolled in a Program, funded his or her account and selected his or her TD Strategic Portfolio, TDPCW will determine when the account is in “good order” and able to be invested in accordance with the TD Strategic Portfolio, subject to any reasonable investment restrictions the client has placed on his or her account.
Funding Program Accounts Clients currently may only fund Program accounts with cash. Rebalancing Logic Each Program has been designed to automatically rebalance the assets in a client’s Program account at least semi- annually. A Program account also will be rebalanced (i) when there is a single deposit of $100 or more to the account that causes the account’s cash allocation to drift outside of certain predetermined parameters, thereby triggering a need to rebalance the account, (ii) after an account freeze has been lifted, (iii) after a client withdraws cash from their account in an amount greater than the available cash in the account, causing the need to sell ETF or mutual fund shares in the account, or (iv) at other times as determined by TDPCW in its sole discretion. An account will not be rebalanced solely because its holdings deviate from the asset allocation targets of the TD Strategic Portfolio in an amount exceeding predetermined drift thresholds except semi-annually, unless another rebalance trigger event occurs. The Program’s rebalancing logic automatically determines whether and when to buy and sell securities in a client’s account. To rebalance an account, the Programs’ logic will generally cause the sale of ETFs and/or mutual funds that are overweight relative to the target asset allocations and the purchase of ETFs and/or mutual funds that are underweight. Rebalancing may result in - - additional trading costs that will impact the overall value of your account. Over time, the ETFs and/or mutual funds in a client’s Program account will appreciate (or depreciate) in value at different rates, a client may decide to change their TD Strategic Portfolio, subject to the limitations described herein, or a client may make additions to or withdrawals from their account.
Rebalancing seeks to ensure that the risk level of an account corresponds to the risk level of the selected TD Strategic Portfolio.
Rebalancing may have tax implications for a client’s Program account and rebalancing is not designed to be tax-efficient. Clients should discuss the tax impact of rebalancing with their tax advisors before investing through a Program. The rebalancing parameters applicable to each Program, including the manner and frequency of rebalancing, may change at any time without notice. Rebalancing of accounts may be delayed or otherwise impacted by market conditions and by operational constraints. In certain circumstances, including market instability, or in response to certain types of operational or technological errors, TDPCW has the authority to decide not to rebalance accounts, in its sole discretion.
Withdrawals Clients may request a withdrawal from their accounts at any time, subject to applicable law and the Client Agreement, through the Site or by contacting the TD Private Client Wealth Service Team at 833-981 8324. Clients with IRA accounts must contact the TD Private Client Wealth Service Team at 833-981 8324 to request a withdrawal from their IRA account. If a client’s account holdings are within the percentage variance of the target asset class percentages of the TD Strategic Portfolio, and cash is required for a withdrawal, account holdings will be sold to accommodate such withdrawal request. If the amount of the withdrawal exceeds the cash available in the account, the withdrawal will not be made until the dollar amount of the request is available from the sale proceeds of account holdings.
Under normal market conditions, it can take 2-4 business days to process the withdrawal funds or sale of funds from a Program account, but these time frames can be longer due to market conditions and/or other factors. For the purposes of this Brochure, “business day” means any week day (Monday through Friday) that is not a federal public holiday (generally any day the financial markets are open for trading is considered a business day). If your withdrawal request requires the sale of any securities, you acknowledge and agree that it may take up to 10 business days or longer to process.
A withdrawal that reduces an account below $900 for TD Automated Investing or $15,000 for TD Automated Investing Plus may subject the account to termination. If an account drops below $900 for TD Automated Investing or $15,000 for TD Automated Investing Plus, the account may not buy or sell securities in the same proportion for its selected TD Strategic Portfolio as accounts that meet the minimum account size. For example, TDPCW will be unable to execute certain small trades for the account, because they would result in the account holding less than a full share. Please see Item 5 below, which includes a description of the Programs’ minimum account requirements.
Investment Advisory Services TDPCW’s robo-advisor has discretionary investment authority over a client’s Program account to make investments consistent with the selected TD Strategic Portfolio. TDPCW is responsible for determining the allocation of assets among ETFs and/or mutual funds for the TD Strategic Portfolio; selecting, adding, removing, or replacing ETFs and/or mutual funds in the Programs; determining the model portfolio construction and for selecting and monitoring the ETFs and/or mutual funds that are included in TD Strategic Portfolios. Operational considerations,

such as ETF and mutual funds concentration and capacity issues, can result in the timing or implementation of trades for a client’s account to differ from that of another client or group of clients. It is TDPCW’s policy, to the extent practicable, to allocate, within its reasonable discretion, investment opportunities among clients over a period of time on a fair and equitable basis.
Reasonable Restrictions Clients can place reasonable restrictions on the management of their account by designating certain specific ETFs and/or mutual funds that should not be purchased or held in their account, subject to TDPCW’s acceptance and each Program’s parameters described below. Requests for restrictions can be made during the new account opening process on the Site, and a TD Private Client Wealth Service Team member will follow up regarding these restrictions. For an existing account, clients may make investment restriction requests by calling the TD Private Client Wealth Service Team at 833-981-8324.
TDPCW is 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 Program. The restriction of more than one ETF and/or mutual fund will be deemed to be unreasonable due to the impact on model portfolio construction and the investment strategy of the TD Strategic Portfolio. Any restrictions a client places on the management of his or her 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 generally be deemed unreasonable, as TDPCW has no control over the underlying investments of a particular fund.
TDPCW will not accept any restrictions or directions with regard to the purchase of specific funds for an account.
If TDPCW accepts the requested restriction, TDPCW has the sole discretion to invest the portion of the client’s account that would have been invested, or was previously invested, in the restricted security in the other securities in the account (on a pro rata basis), to select a substitute security or to hold those assets in cash. Substitute ETFs and/or mutual funds could have fees or expenses that are higher than the ETFs and/or mutual funds normally used in the Programs. If a restriction request on an ETF and/or mutual fund that is currently held in a client’s account is accepted, the ETF and/or mutual fund will be sold consistent with the Programs’ rebalancing logic, and a client may pay taxes on the sale.
Brokerage and Custodian The Clearing Broker, in its capacity as an SEC-registered broker-dealer, provides clearing and trade execution services and serves as the custodian for accounts within each 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 Program to establish the underlying brokerage account. The Clearing Broker provides a variety of services for the Programs, 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. The Clearing Broker will not provide (and should not be construed as providing) clients with any investment advice in connection with either Program. The Clearing Broker also executes transactions for the client’s account in accordance with the selected TD Strategic Portfolio, subject to any reasonable investment restrictions that the client has imposed and that TDPCW has accepted.
Subject to its obligation to seek best execution, TDPCW has the ability to execute transactions for client accounts through other broker-dealers. TDPCW can use other broker-dealers in its sole discretion, at any time and for any reason, including if there is a disruption in the Clearing Broker’s services for any reason. In these instances, TDPCW or a third party will execute transactions for the account. In such circumstances, clients will incur transaction-related fees and expenses that are in addition to, and are not covered by, the Advisory Fee (defined below). In executing transactions for an account, the Clearing Broker 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 the Clearing Broker, 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.
Some or all transactions effected for a client’s account may be aggregated with transactions for other clients of TDPCW, the Clearing Broker or one of their respective affiliates and may be later allocated to the client’s account at an average price. The Clearing Broker 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 the Clearing Broker acted as principal or agent for the transaction.
TDPCW generally aggregates (or blocks) orders for the purchase or sale of securities during each trading day for the Programs’ accounts. Trades resulting from client-initiated activity (e.g., account contributions, withdrawals, changes in a client’s TD Strategic Portfolio, 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, the Programs’ 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 Program accounts regularly trade behind other types of TDPCW client accounts, it is possible that Program accounts will receive worse prices than accounts trading ahead of it. The Programs’ trading is conducted separately from other TDPCW trading, and orders for the Programs’ 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 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 Client Agreement. TDPCW reserves the right, at any time and without notice, to delay or suspend trading activity in the Programs’ accounts in its sole discretion. If TDPCW suspends or delays trading, requests to withdraw and transfer cash from the Programs’ accounts will continue to be honored. However, there may be a delay in the Programs’ ability to liquidate securities to cover requests for withdrawals in excess of the cash in a Program account, or to invest existing or new cash balances.
Trade Confirmations and Account Statements Clients may access account information on an ongoing basis through the Site. Clients will receive electronic trade confirmations of all transactions and electronic account statements from the Clearing Broker, at least quarterly (monthly for months when there is activity in their account) and should review these statements carefully.
Wash Sale Notice The Programs have not been designed to monitor, reduce or limit tax consequences resulting from trading in a client’s Program account or other accounts, including wash sales. A wash sale occurs when a security is sold at a loss and, within 30 days before or after this sale, the same or a “substantially identical” security is bought. IRS rules prevent taxpayers from taking a tax deduction for a security sold in a wash sale. TDPCW will not be responsible for ensuring that transactions in the same security or a substantially similar security within a client’s Program account, a client’s account(s) outside of the Programs, or between multiple Program accounts established for a client, do not create a wash sale.
For more information on the wash sale rule, investors should review IRS Publication 550.
Proxy Voting, Corporate Actions and Other Legal Matters TDPCW will not vote proxies (or give advice about how to vote proxies) relating to securities held in a Program account. Each client has the right to vote, and is solely responsible for voting, proxies for any securities and other property in the client’s account. The Clearing Broker or the Clearing Broker’s delegee will promptly send you proxy ballots and related shareholder communications, as well as any other information intended for distribution to you. You are responsible for taking any actions or instructing the Clearing Broker to take these actions. We will not act on your behalf or render any advice in connection with the foregoing.
TDPCW will not be responsible for evaluating and acting on corporate actions for securities in a 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. TDPCW will not be responsible for, and each client has the right and responsibility to take any actions in any legal proceedings, including without limitation, bankruptcies, class action lawsuits, and shareholder litigation associated with securities in their Program account. 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. 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. Wrap Fee General Clients pay an annual asset-based fee (“Wrap Fee”) to TDPCW for participating in each Program as described below (subject to any applicable discounts, promotions or adjustments). The Wrap Fee covers the costs associated with advisory and introducing broker services performed by TDPCW and the custody and execution services performed by Clearing Broker under each Program. Program Annual Wrap Fee Minimum Annual Wrap Fee TD Automated Investing 0.30% of assets under management, including cash $15 for TD Automated Investing clients with $1000 to $5000 under management, including cash TD Automated Investing Plus 0.60% of assets under management, including cash $250 TD Automated Investing clients pay a Wrap Fee of 0.30% per annum based on the daily average balance of the assets in the Account, including any cash balances. A minimum annual Wrap Fee of $15.00 is required for TD Automated Investing account balances between $1,000 to $5,000. TDPCW reserves the right to change the cash allocation in its sole discretion and without advance notice to its clients.
The Wrap Fee will be computed and payable quarterly for each Program account in arrears based upon the average daily balance of all assets held in each individual Program account (including cash) for the quarter. For the avoidance of doubt, TDPCW will not aggregate assets across a client's other TDPCW advisory accounts when calculating the Wrap Fee. Each account opened within the Program will be assessed a separate Wrap Fee.
The Wrap Fee for the first quarter in which a client is approved as a client of a Program and the Program account is funded at or above the Program’s account minimum, is calculated on a pro-rata basis and debited in the quarter immediately following the account’s opening, based on the average daily balance of the account on the date the assets, including cash, are placed in the Program until the end of the same month.
Subsequent Wrap Fees will be charged quarterly in arrears, on or about the 5th 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.
A Client Agreement may be canceled at any time. Wrap Fees for partial billing periods upon the inception or termination of a Program account will be prorated (and will be payable at the time of termination), which may result in a refund or require the client to pay any remaining fees due for the partial billing period. The Advisory Fee will be reflected on the account statement issued by the Clearing Broker. TDPCW will automatically debit the Advisory Fee from the client’s TD Automated Investing account.
Participation in the Programs may cost more or less than purchasing such services separately. Also, the annual Wrap Fee charged by TDPCW for participation in the Program may be higher or lower than those charged by other sponsors of comparable wrap fee programs. Depending upon the percentage of the annual 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 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. Underlying ETF and Mutual Fund Fees Clients invested in mutual funds and/or ETFs through a TD Strategic Portfolio pay their pro rata share of a mutual fund’s or ETF’s internal management fees and other expenses. All fund fees and expenses are disclosed in each mutual fund’s or ETF’s prospectus and are exclusive of and in addition to the Advisory 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. Rebalancing may result in additional trading costs associated with the mutual funds and ETFs that will impact the overall value of your account. Please review the offering materials or prospectuses for the mutual funds and/or ETFs in your portfolio to understand the internal management fees and expenses. Additional Fees TDPCW will not charge separate brokerage commissions or transaction fees for trades executed through the Clearing Broker. Additional fees and charges imposed by custodians, brokers and other third parties include, but are not limited to:
• internal fees and expenses in connection with the establishment, administration, maintenance, or termination of accounts;
• charges imposed by mutual funds and ETFs, including 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 the Clearing Broker;
• account closing/transfer costs and transfer taxes;
• processing fees or certain other costs or charges that may be imposed by the SEC or third parties (including, among other things, odd-lot differentials, transfer taxes, foreign custody fees, exchange fees, supplemental transaction fees, regulatory fees and other fees or taxes that may be imposed pursuant to law);
• certain non-brokerage-related fees such as retirement account custodian fees and retirement account termination fees;
• electronic fund, wire and other account transfer fees;
• any other charges imposed by law or otherwise as TDPCW and the client agree (including charges payable to TDPCW and/or third parties as described in the Client Agreement). - - The annual Wrap Fee does not include certain charges and administrative fees, including, but not limited to, fees charged by Independent Managers, transaction charges (excluding mark-ups and mark downs) resulting from trades effected through or with a broker-dealer other than the custodial broker dealer, transfer taxes, odd lot differentials, exchange fees, interest charges, and any charges, taxes or other fees mandated by any federal, state or other applicable law or otherwise agreed to with regard to client accounts. Such fees and expenses are in addition to the annual Wrap Fee.
Waivers, Reductions and Negotiation of Fees In its discretion, TDPCW can negotiate, waive or reduce the Wrap Fee for any client or group of clients, including employees or TDPCW and its affiliates. These Wrap Fees may be waived or reduced in connection with promotional efforts. Refer to the terms associated with such promotions for details regarding how they affect the fees and expenses of the Program and the length of any such waiver or fee reduction. From time to time, the Wrap Fee can be increased. TDPCW will provide clients with advance notice prior to increasing the Wrap Fee. TDPCW may charge a lesser or higher Wrap Fee, wave its minimum fee, waive its fee entirely, or exclude assets from billing based upon certain criteria (i.e., anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, grandfathered fee schedules, employees and family members, courtesy accounts, competition, negotiations with client, etc.). Please Note: As result of the above, similarly situated clients could pay different fees. In addition, similar wrap fee advisory services may be available from other investment advisers for similar or lower fees. The Wrap Fee can be more or less than the cost of paying for investment advice, trade execution, custody and reporting services separately, depending on the cost of these services if provided separately and the level of trading activity in the client’s Program account. TDPCW charges fees that it believes are reasonable in relation to the scope of services and nature of the investment advice provided. However, clients should understand that TDPCW and its affiliates (and other firms) offer other services, products and platforms that are available at lower or higher fees than those charged by the Programs. Clients and prospective clients are able to receive similar products and services from other firms at a higher or lower cost than what is charged for the Programs.
Clients and prospective clients should consider these other services, products and platforms available to determine the most appropriate for them. TDPCW offers investment advisory services through a variety of sales channels. Programs that offer the same and similar investment strategies are offered in the same and different sales channels, and at different fee levels with different services. When comparing TDPCW advisory and/or brokerage offerings, products and platforms, prospective clients should consider various factors, including, but not limited to: the type of the account (advisory or brokerage); the type of advice received (discretionary or nondiscretionary); the types of fees charged (asset-based fees or commission-based fees); the nature of the relationship (online or in-person or both); and the overall cost of investing. Clients’ Wrap Fees, available investment strategies, and the services that they receive will vary depending on the sales channel through which they access the TDPCW offerings.
Discretion to Transfer TD Automated Investing Plus Accounts to TD Automated Investing TDPCW may exercise, in its sole discretion, the authority to transfer a TD Automated Investing Plus program account to a TD Automated Investing program account if TDPCW determines that the TD Automated Investing Plus client has not utilized the TD Automated Investing Plus services as described in Item 4 under Description of TD Automated Investment Plus. If a TD Automated Investing Plus client does not utilize the TD Automated Investing Plus services twelve (12) months after TDPCW begins management of the TD Automated Investing Plus account, TDPCW will deliver an initial written notice to the TD Automated Investing Plus client. The TD Automated Investing Plus client may elect to remain in a TD Automated Investing Plus account or may elect to transfer to a TD Automated Investing account. If the TD Automated Investing Plus client does not respond to the initial notice or utilize the TD Automated Investing Plus services, TDPCW will send the client a second written notice. If the TD Automated Investing Plus client does not respond to the second notice within a reasonable period of time as determined by TDPCW, TDPCW will transfer the TD Automated Investing Plus client to a TD Automated Investing account. Subsequently, a transferred client may call the TD Private Client Service Team at 833-981-8324 to direct TDPCW to transfer the TD Automated Investing account to a TD Automated Investing Plus account.
Account Termination TDPCW may terminate the Client Agreement at any time and for any reason by sending notice to the client. With prior notice to you, TDPCW may close the Account and terminate the Client Agreement if you do not fund your account 60 calendar days after receiving notice that your Account has been opened. With prior notice to you, TDPCW may close the Account and terminate the Client Agreement if you withdraw assets from an Account and the Account does not meet the minimum account balance for your TD Automated Investing or TD Automated Investing Plus account and you do not add additional assets to your Account to meet the required minimum balances within the time period provided in the notice. Without prior notice to you, TDPW may close the Account and terminate the Client Agreement, if the Account remains inactive and has no assets or balances owing in the Account for a period of at least 24 months. There may be other fees associated with closing your accounts.
The client may terminate the Client Agreement at any time. Client termination requests made by phone will be verified by TDPCW in writing. The termination of the Client Agreement will terminate enrollment of the TD Automated Investing or TD Automated Investing Plus account and will terminate the Customer Agreement. Following termination, the client may direct that its positions in ETFs and mutual funds be transferred to another financial firm within 30 business days. If TDPCW does not receive instructions within 30 business days, the securities in the account will be sold and the proceeds of the sale will be sent to the client by check to the address of record or deposited into the bank account of record, unless otherwise agreed between the client and TDPCW. A client may experience negative tax consequences if his or her securities are sold following account termination, accordingly, clients should discuss the potential tax implications of a complete or partial liquidation of the positions in his or her account with his or her tax advisor.
Further, if either party terminates the Client Agreement, TDPCW and/or the Clearing Broker will, before closing your Account, deduct any unpaid fees, including those owed for ancillary services, including paper delivery of documents, transfer of fund shares, or physical delivery of fund shares. There may be other fees associated with the closing your account.
TDPCW is not responsible for changes in value of securities, as applicable, in a client’s account between the time of termination and the communication of instructions regarding transfer or liquidation of the client’s account. All requests will be processed according to TDPCW’s procedures and it may take several business days to process a client’s request.
If a client enrolled in the Programs does not access his or her account for a period of 24 months or more and the client is not responsive to any electronic communications from TDPCW, TDPCW reserves the right to terminate the account in its sole discretion, sell the securities held in the account and send a check for the value of the proceeds to the client’s address of record.