Legal
"TD Securities” is a trademark of The Toronto-Dominion Bank ("TD") and represents TD Securities Inc., TD Securities (USA) LLC, TD Securities Automated Trading LLC, TD Bank Europe Limited, TD Global Finance unlimited company, TD Prime Services LLC, Toronto Dominion (South East Asia) Limited and certain other subsidiaries and branches of TD engaged in investment banking, capital markets and wholesale banking activities.
TD Securities Inc. is regulated by the Investment Industry Regulatory Organization of Canada, a member of the Canadian Investor Protection Fund and a member of Canadian Marketplaces.
TD and TD Bank Europe Limited are regulated for investment business conducted in the UK by the UK Financial Conduct Authority. TD Global Finance unlimited company is regulated for investment business conducted in Ireland by the Central Bank of Ireland.
TD is provisionally registered as a swap dealer with the U.S. Commodity Futures Trading Commission and is a member of the National Futures Association.
Toronto Dominion (South East Asia) Limited is regulated by the Monetary Authority of Singapore and holds a Merchant Bank license.
TD Securities (USA) LLC, TD Securities Automated Trading LLC, and TD Prime Services LLC are registered with the U.S. Securities and Exchange Commission and are members of the Financial Industry Regulatory Authority (FINRA) and of the Securities Investor Protection Corporation (SIPC).
General
TD Securities means collectively TD Securities Inc., TD Securities (USA) LLC, TD Global Finance unlimited company, TD Bank Europe Limited, The Toronto-Dominion Bank, London Branch, TD Prime Services LLC, TD Securities Automated Trading LLC, Toronto Dominion (South East Asia) Limited and certain investments and corporate banking activities of The Toronto-Dominion Bank. References to we, our or us are references to TD Securities. By using or accessing this site, you accept and agree to be bound by and comply with these terms of use. If you do not accept these terms of use do not use or access this site. TD Securities reserves the right, in its sole discretion, to change or update these terms of use at any time and you agree to be bound by such changes and updates. Your continued use or access of this site means that you agree to any changes or updates.
Use of Site
We do not represent or warrant that this website will be accessible at all times and that access will not be interrupted, or that this website will be free of defects, errors, viruses or other harmful components.
Links to other websites from this site are for convenience only. No endorsement of any third-party products, services or information is expressed or implied by any information, material or content referred to or included on, or linked from or to this site. We are not responsible for any damages you incur in connection with linking to another website.
Liability Waiver
We are not responsible in any manner for direct, indirect, special or consequential damages, however caused, arising out of your use of this site and/or any web browser, even if we have been advised of the possibility of these damages, including any damages you may suffer if you transmit confidential or sensitive information to us or if we communicate such information to you at your request over the Internet. Your use of the site is not intended to and will not create a legal relationship of any kind between yourself and TD Securities, and will not amend or vary any existing legal relationship.
Disclaimer
Although the information contained in this site has been obtained from sources that we believe to be reliable, we do not guarantee its accuracy, and as such, the information may be incomplete or condensed. All opinions, estimates and other information included in this site constitute our judgment as of the date hereof. We may change the information and content included in this site at any time without notifying you, and we have no duty to update or correct any information or content included on this site. Information, estimates and opinions on this website are for informational purposes only and is not intended to provide financial, legal, accounting or tax advice and should not be relied upon in that regard. No information or opinion provided on this site is an offer to sell or a solicitation of an offer to buy securities, take any deposits or provide any financing. Our products and services are subject to the terms of any applicable agreement, including applicable disclaimers, restrictions and disclosures.
TD Securities and/or affiliated companies or persons may participate in an underwriting of, have a position in, or make a market in, the securities mentioned in this website, including options, futures or other derivative instruments thereon, and may, as principal or agent, buy and sell such products. TD Securities will furnish upon request publicly available information on which the research reports contained within this site are based.
Local Laws
The site contains material regarding our products and services, and such material, depending on the jurisdiction, may not be applicable or available in all jurisdictions. Every jurisdiction (including every Canadian province and every state in the U.S.) has specific laws regarding the types of products that may be offered to its residents, therefore not all products and services shown on this site may be available in all jurisdictions. Accordingly, we make no representations that material found on this site is appropriate for use in all jurisdictions, or that transactions, securities, products, instruments, services or other offerings discussed on this site are available or appropriate for sale or use in all jurisdictions, or by all investors or counterparties. Please be aware of the laws of your country or that otherwise apply to you in respect of any of the matters described on this site. If you access this site you do so of your own initiative, and are responsible for compliance with the laws that are applicable in your jurisdiction. Users of this site may not necessarily be able to deal directly with all entities whose material is available on this site. No software or information on this site may be downloaded or otherwise exported in contravention of any applicable laws or regulations, including all applicable export control laws and regulations.
To Canadian residents: if you wish to effect a transaction in any security discussed, please do so through a qualified salesperson of TD Securities Inc. or The Toronto-Dominion Bank, as required by statute. TD Securities Inc. accepts responsibility for the contents of any TD Securities (USA) LLC research reports appearing in this site.
To U.S. residents: if you wish to effect a transaction in any security discussed, please do so through a qualified salesperson of TD Securities (USA) LLC or The Toronto-Dominion Bank, as required by statute. TD Securities (USA) LLC accepts responsibility for the contents of any TD Securities Inc. research reports appearing in this site.
To European residents: if you wish to effect a transaction in any security discussed, please do so, as applicable through an approved person of TD Bank Europe Limited or The Toronto-Dominion Bank, London Branch, or TD Global Finance Unlimited Company.
To Australian residents: if you wish to effect a transaction in any security discussed, please do so through a representative of Toronto Dominion Australia Limited or Toronto Dominion (South East Asia) Limited.
To New Zealand residents: if you wish to effect a transaction in any security discussed, please do so through a representative of Toronto Dominion Australia Limited.
Information in this site issued in the U.K. and Europe has been reviewed and approved for issuance by as applicable, TD Bank Europe Limited, or The Toronto-Dominion Bank, London Branch or TD Global Finance unlimited company, and is being issued only to persons who (i) are persons falling within Article 19(5) ("Investment professional") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (e) ("High net worth companies, unincorporated associations, etc.") of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any security discussed may otherwise lawfully be communicated or caused to be communicated. No recipient may pass on the information contained in this site to any person without the prior written consent of TD Securities. TD Securities Inc., TD Securities (USA) LLC, and TD Bank Europe Limited are wholly owned subsidiaries of The Toronto-Dominion Bank. TD Energy Trading Inc. is a wholly owned subsidiary of TD Securities Inc. TD Bank Europe Limited and The Toronto-Dominion Bank, London Branch are authorized and regulated by the Financial Services Authority. TD Securities Inc. is a Member of the Canadian Investor Protection Fund.
Email Disclaimer
Email communication including any information transmitted with it is intended only for the use of the addressee(s) and is confidential. If you are not an intended recipient or responsible for delivering the message to an intended recipient, any review, disclosure, conversion to hard copy, dissemination, reproduction or other use of any part of this communication is strictly prohibited, as is the taking or omitting of any action in reliance upon this communication. If you receive a communication in error or without authorization please notify us immediately by return email or otherwise and permanently delete the entire communication from any computer, disk drive, or other storage medium.
Trade-marks and Copyright
Certain names, words, titles, phrases, logos, icons, graphics or designs in the pages of this web site may constitute trade names, registered or unregistered trade-marks or service marks ("Trade-marks") of The Toronto-Dominion Bank ("TD Bank Group"), other members of the TD Bank Group or of third parties and used under license by TD Bank Group or TD Securities. However, the display of Trade-marks on pages at this site does not imply that any license has been granted to any third party.
All information in this site is protected under the copyright laws of Canada and/or other applicable countries. Otherwise, no one has permission to copy, redistribute, reproduce or republish, in any form, any information found in the pages of this site.
Any unauthorized downloading, re-transmission, or other copying or modification of Trade-marks or other contents of this site may be a violation of statutory or common law rights which could subject the violator to legal action.
Goldman Sachs Methodologies
The methodologies and applied algorithmic processes as described herein are patent pending to Goldman, Sachs & Co. TD Securities Inc. is not an affiliate of Goldman, Sachs & Co.
Applicable Law
TD Securities Inc. administers this site from Toronto, Canada. These terms of use shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. You submit and attorn to the exclusive jurisdiction of the courts of the Province of Ontario to finally adjudicate or determine any suit, action or proceeding arising out of or in connection with your use of this site.
The Toronto-Dominion Bank USA Patriot Act Certification
Pursuant to Section 313 of the USA PATRIOT Act and final rules issued by the U.S. Department of the Treasury, a "Covered Financial Institution" (i.e. a U.S. bank or a U.S. broker-dealer in securities) is required to obtain certain information from a Foreign Bank for which it maintains a correspondent account in the United States. This information must be issued in the form of a Patriot Act Certification (also referred to as a Global Certification) which meets the minimum requirements set forth by Section 313.
As permitted by the final rules, instead of preparing individual certificates for each Covered Financial Institution which maintains a correspondent account for The Toronto-Dominion Bank, The Toronto-Dominion Bank, on its own behalf and on behalf of its relevant non-U.S. based branches and subsidiaries, has executed a global certification applicable to all correspondent accounts maintained for it by Covered Financial Institutions. Please access this certification directly from TD Bank website (see link below) instead of requesting from The Toronto-Dominion Bank an individual certificate pertaining to your Covered Financial Institution.
If the specific TD branch or subsidiary for which your Covered Financial Institution maintains a correspondent account is not listed in the Appendix to the Certification, or if you have any questions, please contact The Toronto-Dominion Bank by e-mail at usapatriotact@td.com. Requests to this mailbox should be in English or French only.
TD's AML Questionnaire - Wolfsberg Group Financial Crime Compliance Questionnaire (FCCQ)
Notice Regarding TD Securities' Customer Identification Program
To help the government fight the funding of terrorism and money laundering activities, federal law requires TD Securities (USA) LLC ("TD Securities USA") to obtain, verify and record information that identifies each person who opens an account. When you an open an account, we will ask for your name, address, tax identification number, date of birth (as applicable) and other information, including certain identifying documents, that will allow us to identify you. We may also ask to seek to obtain or verify certain information about you from third parties. Any failure to fully comply with, or consent to, such requirements may lead to failure to establish, or the termination of, an account or service relationship.
Notice Regarding the Unlawful Internet Gambling Enforcement Act of 2006
The Unlawful Internet Gambling Enforcement Act of 2006 (“UIGEA”) and the Federal Reserve Board’s Regulation GG prohibit any person engaged in the business of betting or wagering from knowingly accepting payments in connection with the participation of another person in unlawful Internet gambling. The term “unlawful internet gambling,” as used in this Notice, shall have the meaning set forth in 12 C.F.R. Section 233.2(bb). Transactions prohibited by UIGEA (“restricted transactions”) generally include, but are not limited to, those transactions or transmittals in which credit, electronic fund transfers, checks, drafts or wire payments are accepted by gambling businesses in connection with the participation of others in Internet gambling. Restricted transactions are prohibited from being processed in or through your account or relationship with TD Securities USA. TD Securities USA reserves the right to stop payment and/or to suspend or terminate your account or relationship if you attempt to process restricted transactions in or through your account or relationship, or if TD Securities USA has reason to believe such activity is occurring.
Notice Regarding Section 311 of the USA PATRIOT Act
Pursuant to U.S. regulations issued under Section 311 of the USA PATRIOT Act, 31 C.F.R. Chapter X, Part 1010.651 through and including Part 1010.670, TD Securities USA is prohibited from establishing, maintaining, administering or managing an account for, or on behalf of any prohibited financial institutions as determined by FinCEN. In addition, TD Securities USA will not conduct business with any financial institutions for which FinCEN has issued proposed rules with respect to including such entities on the prohibited financial institutions list.
The Section 311 Special Measures regulations also require that TD Securities USA notify you that your correspondent account with our financial institution may not be used to provide access or services to any of the jurisdictions or financial institutions, their branches, offices, or subsidiaries in any jurisdiction, listed below. If we become aware that any of the jurisdictions or financial institutions, their branches, offices, or subsidiaries in any jurisdiction listed below is directly or indirectly using the correspondent account you hold at our financial institution, we will be required to take appropriate steps to prevent such access, including, where necessary, terminating your account.
The most recent listing of prohibited financial institutions promulgated by FinCEN, as of August 10, 2020, is as follows:
- Commercial Bank of Syria (including its subsidiary Syrian Lebanese Commercial Bank)
- Any Burmese banking institution (except to the extent permitted by 31 C.F.R. 1010.651(b)(3))
- FBME Bank Ltd. (formerly known as Federal Bank of the Middle East, Ltd.)
- Any bank or financial institution of the Democratic People’s Republic of Korea
- Bank of Dandong
- Any bank or financial institution of the Islamic Republic of Iran
There are proposed rules pending that seek to include the following financial institutions on the above referenced list of prohibited financial institutions promulgated by FinCEN:
- Halawi Exchange Co.
- Kassem Rmeiti & Co. For Exchange (including Rmaiti Group SAL and Societe Rmail SARL (STE Rmeiti))
- ABLV Bank, AS
TD Securities USA may, from time to time, update this notice to include jurisdictions or entities that are added to this list as new restrictions are proposed or issued. Current listings of entities subject to final or proposed rules under Section 311 can be found on the FinCEN website.
Business Continuity Plan Disclosure (FINRA Rule 4370)
TD Securities USA is required to disclose to its customers how it plans to address the possibility of a significant business disruption and how TD Securities USA plans to respond.
Business Continuity Plan Disclosure - (FINRA Rule 4370)
Municipal Securities Rulemaking Board (MSRB) G-10 Notification
TD Securities USA is registered with the U.S. Securities and Exchange Commission and the Municipal Securities Rulemaking Board.
An Investor brochure is available and is posted on the website of the Municipal Securities Rulemaking Board at www.msrb.org. The brochure describes the protections that may be provided by the Municipal Securities Rulemaking Board rules and how to file a complaint with an appropriate regulatory authority.
Statement on Routing of Customer Orders & Payment for Order Flow (SEC Rule 606 & 607)
TD Securities USA is required to make publicly available, on a quarterly basis, a report of its routing of U.S. equity and option orders.
Quarterly Reporting of Routing of U.S. Equity and Options orders – 606(a)(1)
Held vs. Not-Held Orders
The purpose of this disclosure is to confirm our mutual understanding of the manner in which TD Securities USA will handle orders in equity securities. Unless stated otherwise or there are specific order instructions, terms, or conditions to the contrary, it is TD Securities USA's understanding that all orders received will be deemed handled and executed on a "Not-Held" basis. A Not-Held order provides TD Securities USA with discretion and flexibility to exercise its brokerage judgement regarding the price and/or time at which a trade is to be executed in order to seek the best execution of your order. Should you have any questions or wish TD Securities USA to treat your orders other than as Not-Held, please contact your sales coverage.
Payment for Order Flow and Order Routing Policies Annual Disclosure
TD Securities USA is a customer of National Financial Services LLC ("NFS") where NFS provides certain clearing services. However, TD Securities USA does not route orders through National Financial Services LLC. TD Securities USA may receive remuneration for directing orders to a particular broker or dealer and may route orders to market centers, including national securities exchanges, alternative trading systems, electronic communications networks, and broker-dealers that may offer credits for certain types of orders, while assessing fees for other types of orders. In some cases, the credits offered by a market center may exceed the charges assessed, such that a market center may make a payment to TD Securities USA in relation to orders directed to such market center. Such remuneration, if any, is considered compensation to TD Securities USA. Further details of these payments and fees are available upon written request. TD Securities USA's routing decisions are based on a number of factors, including but not limited to, price, liquidity, venue reliability, cost of execution, likelihood of execution and potential for price improvement.
The Central Bank of Ireland requires that certain policies are made available to clients of regulated firms. In accordance with these requirements, see below the relevant policies in relation to TDGF:
Terms of Business (Complaints)
Summary of the Conflicts of Interest Policy
Summary of the Best Execution Policy
Systematic Internaliser Commercial Policy
Investment Recommendations
Article 20 of the European Union’s Market Abuse Regulation ("MAR") requires market participants who produce or disseminate investment recommendations or other information recommending or suggesting an investment strategy to take reasonable care that such information is objectively presented, and to disclose their interests or indicate conflicts of interest. In accordance with these requirements, see below for relevant information in relation to TDGF:
Disclaimer InformationDisclaimer for Institutional and Commercial Information
Fixed Income Disclosure InformationInvestment Recommendations: Disclosures of Conflicts of Interest
TD Securities Equity Research Portal
2023 Q1 Investment Recommendations Information
2023 Q2 Investment Recommendations Information
Remuneration Disclosures
The Capital Requirements Directive ("CRD") of the European Union establishes a revised regulatory capital framework across Europe governing the amount and nature of capital credit that institutions and investment firms must maintain. In order to ensure adequate transparency of their remuneration structures and the associated risk, Pillar 3 of the CRD requires that institutions disclose general information about the basic characteristics of their remuneration policies and practices and disclose aggregate amounts for staff whose professional activities have a material impact on the institution’s risk profile. In accordance with this requirement, see below for relevant information in relation to TDGF:
- Remuneration Disclosure - 2022
- Remuneration Disclosure - 2021
- Remuneration Disclosure - 2020
- Remuneration Disclosure - 2019
- Remuneration Disclosure - 2018
- Remuneration Disclosure - 2017
- Remuneration Disclosure - 2016
- Remuneration Disclosure - 2015
- Remuneration Disclosure - 2014
- Remuneration Disclosure - 2013
Governance
In accordance with Chapter 2, regulation 84 of S.I. No.158/2014 - European Union (Capital Requirements) Regulations (2014) (the CRR), TDGF is required to publicly disclose how it complies with the requirements of regulations 76 to 83 of the CRR. As such, the documents on this Legal page, including the below governance documents, fulfil this requirement.
EMIR Exemption Disclosures
TDGF & TDSEA EMIR BM IGT Exemption Disclosure March 2022
Intragroup Transactions Exemption Disclosure under Regulation (EU) No. 648/2012 ("EMIR")
The Markets in Financial Instruments Directive 2014/65/EU ("MiFID II") and the Financial Conduct Authority ("FCA") requires that certain policy disclosures are made available to clients of UK-Regulated Firms. In accordance with these MiFID II and FCA requirements, see below the relevant policies in relation to The Toronto-Dominion Bank – London Branch and, TD Bank Europe Limited:
Summary of the Conflicts of Interest Policy
Summary of the Best Execution Policy
Systematic Internaliser Commercial Policy
Best Execution Reports (RTS 27 and 28)
Investment Recommendations
Article 20 Market Abuse Regulation 595/2014 ("MAR") requires market participants who produce or disseminate Investment Recommendations or other information recommending or suggesting an investment strategy to take reasonable care that such information is objectively presented, and to disclose their interests or indicate conflicts of interest. In accordance with the MAR requirements, see below for relevant information in relation to The Toronto-Dominion Bank – London Branch, TD Bank Europe Limited and London Branch and, TD Bank Europe Limited:
Disclaimer InformationDisclaimer for Institutional and Commercial Information
Fixed Income Disclosure InformationInvestment Recommendations: Disclosures of Conflicts of Interest
TD Securities Equity Research Portal
2023 Q1 Investment Recommendations Information
2023 Q2 Investment Recommendations Information
Remuneration Disclosures
In the United Kingdom, the Remuneration Disclosure has been prepared in alignment with the requirements outlined in the Capital Requirements Directive (“CRD IV”), the Capital Requirements Regulation (“CRR”), the European Banking Authority (“EBA”) Guidelines on Sound Remuneration Policies, the Financial Conduct Authority’s (“FCA”) Dual-Regulated Firms Remuneration Code, the Prudential Regulation Authority (“PRA”) Rulebook (Remuneration Part) and Supervisory Statements.
Remuneration has been structured to align with regulatory requirements. The relevant year of the Remuneration Disclosure Report contains information on the way in which risk is considered in remuneration decisions, the design and structure of remuneration for Material Risk Takers and the involvement of the Remuneration Committee in remuneration decisions.
TD Securities London UK
Remuneration Disclosure – 2022
Remuneration Disclosure – 2021
Remuneration Disclosure – 2020
Remuneration Disclosure – 2019
Remuneration Disclosure – 2018
Remuneration Disclosure – 2017
Remuneration Disclosure – 2016
TD Securities Limited
Remuneration Disclosure – 2015
Remuneration Disclosure – 2014
Remuneration Disclosure – 2013
TD Bank Europe Limited
Remuneration Disclosure – 2015
Remuneration Disclosure – 2014
Remuneration Disclosure – 2013
Governance
In accordance with Directive 2013/36/EU - Capital Requirements Directive (2013) (the CRD), TD Bank Europe Limited ("TDBEL") is required to publicly disclose how it complies with the requirements of regulations 88 to 95 of the CRD. As such, the documents on this Legal page, including the below governance documents, fulfil this requirement.
Gender Pay Gap Report
The United Kingdom enacted Gender Pay Gap legislation in 2017 that requires companies with 250 or more employees in England, Scotland and Wales to publicly disclose on an annual basis comparative information about compensation for women and men.
In accordance with this requirement, click on a link below to view TD's UK Gender Pay Gap Report for that year. For information about TD's commitment to an inclusive and diverse workplace, click here for the TD Corporate Social Responsibility Report.
Pillar 3 Disclosures
Basel III is a global regulatory standard on bank capital adequacy, stress testing and market liquidity risk. It is intended to strengthen global capital and liquidity rules with the goal of improving the banking sector’s ability to absorb shocks arising from financial and economic stress.
The EU implemented the Basel III framework through the Capital Requirements Directive and Regulation (CRD IV package). These requirements are further implemented in the UK through the Prudential Regulation Authority’s Rulebook and Supervisory Statements.
Pillar 3 of the Basel III capital adequacy framework sets out public disclosure requirements intended to enhance market discipline.
TD Bank Europe Limited Pillar 3 Disclosure
In prior years, TD Bank Europe Limited disclosures were included within the Toronto-Dominion Investments B.V. Pillar 3 disclosure report and completed at the UK consolidation level. The Toronto-Dominion Investments B.V. Pillar 3 report is filed with the respective financial statements. TD Bank Europe Limited is now the sole regulated entity of TD Securities in the UK, thus the Pillar 3 report is now prepared at the solo level.
Hong Kong
The Toronto-Dominion Bank - Hong Kong Branch
Japan
TD Article 46-4 of the Financial Instruments and Exchange Act of Japan requires that certain statements are made available to the public by securities companies. In accordance with this requirement, click on the link below to view the disclosure document for TD Securities (Japan) Co., Ltd. ("TDSJ") (available in Japanese only):
日本の証券会社は金融商品取引法第４６条の４に基づいた説明書類を作成し公衆の縦覧に供する必要があります。この要件に対応したトロント・ドミニオン日本証券株式会社のディスクロージャー誌は以下のリンクをクリックしてご覧ください。
TDSJ Disclosure Document (トロント・ドミニオン日本証券 ディスクロージャー誌)
Singapore
TD Bank Group ("TD"), including all branches and subsidiaries is committed to complying with all laws and regulations governing its operations in jurisdictions where it does business. These include economic and trade sanctions, imposed against individuals and entities and countries/regions, administered by competent authorities, namely Global Affairs, Canada; the U.S. Treasury's Office of Foreign Assets Control ("OFAC"); EU Council (and national authorities in applicable EU member states) and other sanctions setting bodies in countries where TD operates.
Sanctions prohibit or restrict TD from engaging in activities involving sanctioned individuals and entities (commonly referred to as designated persons or specially designated nationals) and sanctioned countries and regions. Depending on the nature of the sanctions and internal policy, TD may be required to take action including but not limited to, rejecting/declining to process transactions and/or restricting access to certain products and services. In some cases TD may be required by law to freeze assets if they are owned, controlled by, or for the benefit of a sanctioned individual and entity.
TD takes reasonable and appropriate steps to ensure its products and services are not used to violate or circumvent applicable economic and trade sanctions and expects its customers to comply with applicable laws and regulations, and not knowingly contravene sanctions through their activities with TD, or through TD products or services. Should TD become aware that products or services have been, or are being, used to conduct or facilitate any prohibited or unlicensed activity, we will take steps to prevent such activity, including termination of a customer relationship.