Montebello Institutional Dialogue Private Debt Investing: Opportunities and Risks

Month day, year (Arial, 12)

Louis Bélanger, CFA, FRM Vice President & Director

Providing a full range of capital market products and services to corporate, government and institutional clients

A leading retailer of financial services in many eastern states

Wealth Securities

Offering customized financing, investment, cash management and international trades services

Discretionary investment management services provided to institutional and retail mutual funds

Skilled in a broad spectrum of quantitative and fundamental investment solutions

>C$306 billion1 in assets under management

Banking

Leading customer service provider offering financial products and services to personal and small business customers across Canada

1 Assets under management (AUM) as of June 30, 2016 for TD Asset Management Inc. (TDAM) and TDAM USA Inc. TD Asset Management operates in Canada through TD Asset Management Inc. and in the U.S. through TDAM USA Inc. Both entities are wholly-owned subsidiaries of The Toronto-Dominion Bank.

2 AUM as of June 30, 2016 for Epoch Investment Partners, Inc. (Epoch), a subsidiary of TD Bank Group and an affiliate of TD Asset Management. 3 TD Direct Investing represents separate legal entities in Canada (TD Waterhouse Canada Inc.) and the U.K. [TD Direct Investing (Europe) Limited]. 4 TD Bank Group has an investment of 45% in TD Ameritrade. Note: The information provided in the organizational chart above is valid as of the date of this presentation.

TD Bank Group: Overview

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Offering vehicle financing through an extensive network of dealers across Canada and the U.S.

Providing Canadians with smart advice and a wide range of insurance products, such as credit protection, home, auto, life, health, and travel

Insurance

Approx. C$1.1 trillion in assets (as at April 30, 2016) Worldwide customers: Approx. 24 million

One of the largest discount brokers in Canada3

One of the UK’s leading execution-only brokers3

Providing U.S. customers a full spectrum of services for the individual investor4

Full-service investment advice and financial planning Discretionary investment management for high net

worth clients

>C$55 billion2 in assets under management Expertise in active U.S. and global equities

TD Ameritrade

TD Bank America’s Most Convenient Bank

Asset Management at TD

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By Asset Type By Client Type

Total assets under management: C$351.6 billion

Active C$43.3 B

12.3%

Passive C$7.7 B

2.2%

Active C$4.8 B

1.3%

Passive C$24.3 B

6.9%

Active C$26.1 B

7.4% Passive C$9.1 B

2.6% Short Term /

Money Market C$18.4 B

5.3%

Passive C$48.7 B

13.8% Active C$73.2 B

20.8% Passive C$0.3 B

0.1%

Active C$11.9 B

3.4%

Overlay C$29.4 B

8.4%

Active C$52.4 B

14.9%

Passive C$2.0 B

0.6%

Canadian Equities C$51.0 B

14.5%

Int’l Equities C$29.1 B

8.3% U.S. Equities

C$35.2 B 10.0%

Canadian Bonds C$121.9 B

34.7% Global Bonds C$12.2 B

3.4%

Global Equities C$54.4 B

15.5%

Note: Assets under management (AUM) as at June 30, 2016 for TD Asset Management Inc., TDAM USA Inc. and Epoch Investment Partners, Inc. (Epoch). Active AUM include both active fundamental and active enhanced assets. Numbers may not add due to rounding. Overlay AUM do not include C$9.50 B of currency hedging programs in place within TD Asset Management pooled funds accounted for in other asset classes. The TD Bank Group (TD) means The Toronto-Dominion Bank and its affiliates, who provide deposit, investment, loan, securities, trust, insurance and other products or services. TD Asset Management operates through TD Asset Management Inc. in Canada and through TDAM USA Inc. in the United States. Epoch is an affiliate of TD Asset Management. All entities listed are affiliates and are wholly-owned subsidiaries of The Toronto-Dominion Bank.

Pension C$101.3 B

28.8%

High Net Worth

C$35.8 B 10.2%

Retail Mutual Funds

C$112.7 B 32.0% Foundation/

Endowment C$6.3 B

1.8%

Insurance Assets

C$22.8 B 6.5%

Corporate & Other Assets

C$72.7 B 20.7%

TD Asset Management

69 Fixed Income Investment Professionals Managing C$165.8 B1 in Fixed Income

28 Portfolio Management Professionals

14 Credit Research Analysts

9 Quantitative Analysts

7 Overlay Professionals

9 Trading Professionals

2 Product Specialists

Expertise, track record and risk-management focus 1 Fixed Income Assets under management (AUM) as at June 30, 2016 for TD Asset Management Inc., TDAM USA Inc. and Epoch Investment Partners, Inc. (Epoch). Note: Numbers may not add due to rounding. Overlay AUM do not include C$9.45B of currency hedging programs in place within TD Asset Management pooled funds accounted for in other asset classes. The TD Bank Group (TD) means The Toronto-Dominion Bank and its affiliates, who provide deposit, investment, loan, securities, trust, insurance and other products or services. TD Asset Management operates through TD Asset Management Inc. in Canada and through TDAM USA Inc. in the United States. Epoch is an affiliate of TD Asset Management. All entities listed are affiliates and are wholly-owned subsidiaries of The Toronto-Dominion Bank.

Int'l Equities C$24.8 B

12.2%

U.S. Equities C$21.5 B

10.6%

Short Term / Money Market

C$6.1 B 3.0%

Passive Canadian Bonds

C$47.7 B 23.5% Active Canadian

Bonds C$29.0 B

14.3%

Global Bonds C$0.6 B

0.3%

Overlay C$27.6 B

13.6%

Global Equities C$34.9 B

17.2%

Canadian Equities C$10.9 B

5.3%

Breadth of Institutional Clients at TDAM

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1 Subsets of Pension clients. Note: Assets under management (AUM) as at June 30, 2016 for TD Asset Management Inc. and TDAM USA Inc. Numbers may not add due to rounding.

Total institutional assets under management: C$158.4 billion

Client Type Asset Under Management (in C$ billions) Number of Clients

Corporate & Other Assets 35.77 174

Foundation, Endowment & Charitable Organizations 5.68 45

Insurance Asset 22.05 37

Pension 94.86 278

Universities1 16.13 13

Government entities1 9.75 35

Unions1 6.23 30

Comprehensive Investment Grade Private Debt Strategy

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1 HUMS = Hospitals, Universities, Municipalities, Schools 2 CTLs = Credit Tenant Leases Note: For illustrative purposes only.

Investment Grade Private Debt

Senior mid-market Subordinated Debt

Mezzanine Debt

Special Situation Unitranche

Distressed Debt Loan-to-Own

Venture

Expected Yield

Credit Risk

Provincial Bonds

Corporate Bonds

Mortgages

Investment-grade (IG) Below Investment-grade

Infrastructure Power Generation Corporates & HUMS1

CTLs2 & Mortgage Bonds Asset-Backed Loans

North American Investment Grade Private Debt Market

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Source: ACLI Fact Book

Niche market typically the domain of life insurance companies:

– Yield, diversification, safety – Capital efficient match for

liabilities

2014 IG PD holdings by US lifecos: $720.8 billion – IG represents 85-90% of total PD

holdings

US$58.7 billion issued in 2015 (Aaa to A3 + Baa1 to Baa3)

Source: 2015 Annual reports, TD Asset Management estimates

(in $ millions) Total PD Portfolios Annual Volume - Canada (excl. lease financing)

Total $67,273 $8,250

$0

$100

$200

$300

$400

2008 2009 2010 2011 2012 2013 2014

Bill

ions

US Life Insurance Companies Private Debt Holdings

NAIC 1 NAIC 2 NAIC 3

Providing clients with access

Ba1 to B3 Aaa to A3 Baa1 to Baa3

Why Investment Grade Private Debt

Illiquidity / uniqueness premium

Diversification

Credit enhancement

Lower economic losses vs public bonds

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Private debt can result in better risk-adjusted outcomes

Private Debt Offering

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Private Debt: Infrastructure Power Corporates & HUMS1

CTLs2 & Mortgage Bonds Asset Backed Loans

Global Fixed Income Opportunity Set

Sources of Additional Yield Uniqueness/illiquidity Quality

Sector Geography

Security Selection

Yield Enhancement Objective: FTSE TMX Canada Universe Bond Benchmark +125 to 175 bps per annum FTSE TMX Canada Long Term Bond Benchmark +100 to 125 bps per annum

Expanding the toolkit available to clients

Public Bonds (max. 30%) Global Investment Grade Canadian Provincial Canadian Federal Derivative Exposure Currency Hedged

1 HUMS = Hospitals, Universities, Municipalities, Schools 2 CTLs = Credit Tenant Leases

TD Emerald Private Debt Pooled Fund Trusts

TD Emerald Long Private Debt Pooled Fund Trusts

Speaker Biography

Louis Bélanger, CFA, FRM, Vice President & Director 18 years experience

Louis Bélanger joined TD Asset Management Inc. (TDAM) in February 2016, bringing over 18 years of experience in private debt management. In his current role as lead Portfolio Manager of TDAM's Private Debt initiative, he is responsible for managing private debt portfolios and raising capital on behalf of TDAM's institutional clients. Prior to joining TDAM, Louis served as Managing Director for a Canadian asset management company, where he established the firm's asset management division in 2011 with the creation of the first two private infrastructure debt funds in Canada. In his prior role as Assistant Vice President at a large insurance firm, he managed senior secured private debt transactions within the income trusts, securitization, real estate, project and equipment financing sectors. Louis holds a Bachelor of Economics with Honours from Bishop's University and a Masters of Science in Finance from Université de Sherbrooke. Louis is a CFA charterholder and a certified Financial Risk Manager.

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The statements contained herein are based on material believed to be reliable. Where such statements are based in whole or in part on information provided by third parties, they are not guaranteed to be accurate or complete. The information does not provide individual financial, legal, tax or investment advice and is for information purposes only. Graphs and charts are used for illustrative purposes only and do not reflect future values or changes. Past performance is not indicative of future returns. TD Asset Management Inc., The Toronto-Dominion Bank and its affiliates and related entities are not liable for any errors or omissions in the information or for any loss or damage suffered.

All products contain risk. Important information about the pooled fund trusts is contained in their offering circular, which we encourage you to read before investing. Please obtain a copy. The indicated rates of return are the historical annual compounded total returns of the funds including changes in unit value and reinvestment of all distributions. Yields, investment returns and unit values will fluctuate for all funds. All performance data represent past returns and are not necessarily indicative of future performance. Pooled Fund units are not deposits as defined by the Canada Deposit Insurance Corporation or any other government deposit insurer and are not guaranteed by The Toronto-Dominion Bank. Mutual fund strategies and current holdings are subject to change. TD Emerald Funds are managed by TD Asset Management Inc.

Certain statements in this document may contain forward-looking statements (“FLS”) that are predictive in nature and may include words such as “expects”, “anticipates”, “intends”, “believes”, “estimates” and similar forward-looking expressions or negative versions thereof. FLS are based on current expectations and projections about future general economic, political and relevant market factors, such as interest and foreign exchange rates, equity and capital markets, the general business environment, assuming no changes to tax or other laws or government regulation or catastrophic events. Expectations and projections about future events are inherently subject to risks and uncertainties, which may be unforeseeable. Such expectations and projections may be incorrect in the future. FLS are not guarantees of future performance. Actual events could differ materially from those expressed or implied in any FLS. A number of important factors including those factors set out above can contribute to these digressions. You should avoid placing any reliance on FLS.

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