TD Global Low Volatility Class

Transcription

1 TD Asset Management TD Global Low Volatility Class (08/18) TD Mutual Funds Corporate Class Funds for the period ended

2 nmanagement s Responsibility for Financial Reporting The accompanying financial statements have been prepared by TD Asset Management Inc. ( TDAM ) as manager of the TD Mutual Funds Corporate Class Funds (collectively, the Funds, and individually, the Fund ) and approved by the board of directors (the Board ) of TD Mutual Funds Corporate Class Ltd. (the Corporation ). The manager is responsible for the integrity, objectivity and reliability of the data presented. This responsibility includes selecting appropriate accounting principles and making judgments and estimates consistent with International Financial Reporting Standards ( IFRS ). The manager is also responsible for the development of internal controls over the financial reporting process, which are designed to provide reasonable assurance that relevant and reliable financial information is produced, and the safeguarding of all assets of the Funds. The Board is responsible for reviewing and approving the financial statements and overseeing management s performance of its financial reporting responsibilities. The audit committee of the Board reviews the financial statements before they are presented to the Board for approval. In carrying out its purpose, the audit committee may meet with the manager to consider any information or concern relating to a Fund s financial statements, accounting and financial reporting policies, procedures and internal control over financial reporting. PricewaterhouseCoopers LLP is the external auditor of the Funds. The auditor has audited the financial statements in accordance with Canadian generally accepted auditing standards to enable it to express their opinion on the financial statements. The auditor s report is included on the following page of this annual report. On behalf of TD Mutual Funds Corporate Class Ltd. Bruce Cooper David Lambie Director and Director and Chief Executive Officer Chief Financial Officer August 10, 2018 August 10,

3 nindependent Auditor s Report To the Shareholders of: TD Short Term Investment Class TD Tactical Monthly Income Class TD Dividend Income Class TD Canadian Low Volatility Class TD Dividend Growth Class TD Canadian Equity Class TD Canadian Value Class TD Canadian Small-Cap Equity Class TD U.S. Risk Managed Equity Class Epoch U.S. Large-Cap Value Class TD U.S. Mid-Cap Growth Class TD Global Risk Managed Equity Class TD Global Low Volatility Class Epoch Global Equity Class TD International Growth Class TD Emerging Markets Class TD Canadian Equity Pool Class TD Global Equity Pool Class TD Tactical Pool Class (collectively, the Funds ) We have audited the accompanying financial statements of each of the Funds, which comprise the statements of financial position as at and 2017, and the statements of comprehensive income, changes in net assets attributable to holders of redeemable shares and cash flows as at and for the periods ended and 2017, as indicated in note 1 to the financial statements, and the related notes, which comprise a summary of significant accounting policies and other explanatory information. Management s responsibility for the financial statements Management is responsible for the preparation and fair presentation of the financial statements of each of the Funds in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor s responsibility Our responsibility is to express an opinion on the financial statements of each of the Funds based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained in each of our audits is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements of each of the Funds present fairly, in all material respects, the financial position, the financial performance and cash flows of each of the Funds as at and for the periods ended and 2017 asindicated in note 1 in accordance with International Financial Reporting Standards. Chartered Professional Accountants, Licensed Public Accountants Toronto, Ontario August 10,

4 ntd Global Low Volatility Class Statements of Financial Position (in 000s except per share amounts) as at and Assets Current Assets Investments $ 182,311 $ 181,289 Subscriptions Receivable Receivable for Investments Sold , ,800 Liabilities Current Liabilities Bank Overdraft Accrued Liabilities 0 0 Redemptions Payable Distributions Payable Payable for Investments Purchased Net Assets Attributable to Holders of Redeemable Shares $ 181,969 $ 181,225 Net Assets Attributable to Holders of Redeemable Shares Per Series (Note 5) Investor Series Shares $ 45,301 $ 48,624 Advisor Series Shares $ 50,815 $ 51,791 F-Series Shares $ 85,853 $ 80,810 $ 181,969 $ 181,225 Net Assets Attributable to Holders of Redeemable Shares Per Series Share Investor Series Share $ $ Advisor Series Share $ $ F-Series Share $ $ Statements of Comprehensive Income (in 000s except per share amounts) for the periods ended and Income Net Gain (Loss) on Investments Income Distributions from Underlying Funds $ 5,977 $ 4,635 Capital Gains Distributions from Underlying Funds 696 2,809 Net Realized Gain (Loss) 5,171 2,634 Net Change in Unrealized Appreciation/ Depreciation (5,159) 12,420 Net Gain (Loss) on Investments 6,685 22,498 Total Income (Net) 6,685 22,498 Expenses (Note 6) Management Fees 2,851 2,783 Directors Fees 5 4 Administration Fees Independent Review Committee Fees 2 2 Interest Charges 1 2 Total Expenses before Waivers 3,183 3,111 Less: Waived Expenses (8) (8) Total Expenses (Net) 3,175 3,103 Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Shares before Tax 3,510 19,395 Tax Reclaims (Withholding Taxes) 0 0 Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Shares $ 3,510 $ 19,395 Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Shares Per Series Investor Series Shares $ 682 $ 5,152 Advisor Series Shares $ 757 $ 5,888 F-Series Shares $ 2,071 $ 8,355 $ 3,510 $ 19,395 Weighted Average Shares Outstanding for the Period Per Series Investor Series Shares 2,781 2,733 Advisor Series Shares 2,984 3,169 F-Series Shares 4,570 3,727 Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Shares Per Series Share Investor Series Share $ 0.25 $ 1.89 Advisor Series Share $ 0.25 $ 1.86 F-Series Share $ 0.45 $ 2.24 The accompanying notes are an integral part of the financial statements. 3

5 ntd Global Low Volatility Class Statements of Changes in Net Assets Attributable to Holders of Redeemable Shares (in 000s) for the periods ended and 2017 Investor Series Shares Advisor Series Shares Net Assets Attributable to Holders of Redeemable Shares at Beginning of the Period $ 48,624 $ 42,835 $ 51,791 $ 52,472 Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Shares 682 5, ,888 Distributions to Holders of Redeemable Shares From Net Investment Income (608) (365) (637) (424) From Net Realized Gains on Investments (490) (885) (568) (1,182) (1,098) (1,250) (1,205) (1,606) Redeemable Share Transactions Proceeds from Redeemable Shares Issued 8,437 9,700 9,545 10,521 Reinvestments of Distributions to Holders of Redeemable Shares 1,090 1,249 1,132 1,508 Early Redemption Fees on Redeemable Shares Redemption of Redeemable Shares (12,434) (9,062) (11,205) (16,992) Net Increase (Decrease) from Redeemable Share Transactions (2,907) 1,887 (528) (4,963) Net Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Shares (3,323) 5,789 (976) (681) Net Assets Attributable to Holders of Redeemable Shares at End of the Period $ 45,301 $ 48,624 $ 50,815 $ 51,791 Redeemable Share Transactions Redeemable Shares Outstanding, Beginning of the Period 2,822 2,711 3,014 3,321 Redeemable Shares Issued Redeemable Shares Issued on Reinvestments Redeemable Shares Redeemed (733) (560) (664) (1,049) Redeemable Shares Outstanding, End of the Period 2,651 2,822 2,983 3,014 F-Series Shares TOTAL Net Assets Attributable to Holders of Redeemable Shares at Beginning of the Period $ 80,810 $ 48,185 $ 181,225 $ 143,492 Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Shares 2,071 8,355 3,510 19,395 Distributions to Holders of Redeemable Shares From Net Investment Income (2,153) (1,384) (3,398) (2,173) From Net Realized Gains on Investments (679) (1,111) (1,737) (3,178) (2,832) (2,495) (5,135) (5,351) Redeemable Share Transactions Proceeds from Redeemable Shares Issued 34,365 41,491 52,347 61,712 Reinvestments of Distributions to Holders of Redeemable Shares 2,453 2,219 4,675 4,976 Early Redemption Fees on Redeemable Shares Redemption of Redeemable Shares (31,014) (16,945) (54,653) (42,999) Net Increase (Decrease) from Redeemable Share Transactions 5,804 26,765 2,369 23,689 Net Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Shares 5,043 32, ,733 Net Assets Attributable to Holders of Redeemable Shares at End of the Period $ 85,853 $ 80,810 $ 181,969 $ 181,225 Redeemable Share Transactions Redeemable Shares Outstanding, Beginning of the Period 4,604 3,001 Redeemable Shares Issued 1,971 2,492 Redeemable Shares Issued on Reinvestments Redeemable Shares Redeemed (1,806) (1,022) Redeemable Shares Outstanding, End of the Period 4,911 4,604 The accompanying notes are an integral part of the financial statements. 4

6 ntd Global Low Volatility Class Statements of Cash Flows (in 000s) for the periods ended and Cash Flows from (used in) Operating Activities Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Shares $ 3,510 $ 19,395 Adjustment For: Net Realized (Gain) Loss on Sale of Investments (5,171) (2,634) Net Change in Unrealized Appreciation/ Depreciation of Investments 5,159 (12,420) Distributions In-Kind from Underlying Funds (6,673) (7,444) Purchase of Investments (25,370) (30,213) Proceeds from Sale and/or Maturity of Investments 31,135 15,085 Net Cash from (used in) Operating Activities 2,590 (18,231) Cash Flows from (used in) Financing Activities Distributions Paid to Holders of Redeemable Shares, Net of Reinvested Distributions (318) (330) Proceeds from Issuances of Redeemable Shares 47,413 55,511 Amounts Paid on Redemption of Redeemable Shares, Net of Early Redemption Fees (49,895) (36,995) Net Cash from (used in) Financing Activities (2,800) 18,186 Net Increase (Decrease) in Cash (210) (45) Cash (Bank Overdraft) at Beginning of the Period (192) (147) Cash (Bank Overdraft) at End of the Period $ (402) $ (192) The accompanying notes are an integral part of the financial statements. 5

7 ntd Global Low Volatility Class Schedule of Investment Portfolio (in 000s except number of Units) as at No. of Units Description Cost Fair Value Underlying Funds 100.2% 9,630,779 TD Global Low Volatility Fund, O-Series* $ 151,161 $ 182,311 TOTAL INVESTMENT PORTFOLIO 100.2% $ 151,161 $ 182,311 OTHER NET ASSETS (LIABILITIES) (0.2%) (342) TOTAL NET ASSETS 100.0% $ 181,969 * TD Asset Management Inc. is also the manager of the underlying fund(s). 6

8 ntd Global Low Volatility Class Fund-Specific Notes to the Financial Statements (A) The Fund (I) The Fund was incepted on July 23, 2012 and its start date was on September 12, (II) The presentation and functional currency of the Fund is the Canadian dollar. (III) The investment objective of the Fund is to seek to achieve long-term capital appreciation by investing primarily in, or gaining exposure to, equity securities of issuers located anywhere in the world, while seeking to reduce volatility. In seeking to achieve this objective, the Fund may: invest in units of an underlying fund, TD Global Low Volatility Fund, invest directly in securities with a focus on lower volatility, and/or through the use of derivatives, gain exposure to such securities. As a result of the Fund s investment strategies, the Fund may not fully benefit from strong equity markets. (IV) Any related party holdings as at (2017: 100.0%), are disclosed in the Schedule of Investment Portfolio. (B) Management Fees and Administration Fees (Note 6) for the periods ended and 2017 (I) MANAGEMENT FEES (%) (exclusive of GST and HST) Annual Maximum Actual Rate Annual Rate Annual Rate Series Investor Series Advisor Series F-Series Includes management fees paid by the Fund and the proportionate management fees, if any, of the underlying fund(s) managed by TDAM held by the Fund. However, there is no duplication of management fees paid to TDAM or its affiliates if the Fund invests in underlying fund(s) that are managed by TDAM. Effective March 28, 2017, the management fee rate charged to Investor Series, Advisor Series and F-Series changed from 2.00% to 1.90%, 1.98% to 1.90% and 1.00% to 0.90%, respectively. Prior to March 28, 2017, TDAM was entitled to charge a maximum rate of 2.00% for the Investor Series and Advisor Series and 1.00% for the F-Series. (II) ADMINISTRATION FEES (%) (exclusive of GST and HST) Annual Rate Series Investor Series Advisor Series F-Series N/A N/A (C) Brokerage Commissions and Soft Dollars (in 000s) (Notes 3 and 6) for the periods ended and 2017 Not significant or applicable to the Fund. (D) Securities Lent (Note 3) (I) SECURITIES LENDING INCOME for the periods ended and 2017 Not significant or applicable to the Fund. (II) SECURITIES LENT AND COLLATERAL HELD (in 000s) as at and 2017 Not significant or applicable to the Fund. (E) Financial Risk Management (Notes 3, 4 and 8) as at and 2017 (I) INTEREST RATE RISK Not significant or applicable to the Fund. (II) CURRENCY RISK The following tables indicate the foreign currencies to which the Fund had exposure to as at and 2017 in Canadian dollar terms, including the underlying principal amount of foreign exchange forward contracts, as applicable, and the Fund s indirect proportionate exposure through investing in underlying fund(s). The tables also illustrate the potential impact to the Fund s net assets if the Fund s functional currency, the Canadian dollar, had strengthened or weakened by 5 percent in relation to all exposure to other currencies, with all other variables held constant. In practice, the actual trading results may differ from these approximate sensitivity amounts and the differences could be material. Foreign Exchange Financial Forward Total Impact on Currency (in 000s) Instruments Contracts Exposure* Net Assets* Australian Dollar $ 6,344 $ (5,722) $ 622 $ 31 Brazilian Real British Pound 10,978 (9,920) 1, Chilean Peso China Renminbi Danish Krone 1, , Euro 8,834 (7,987) Hong Kong Dollar 8,775 (26) 8, Japanese Yen 21, ,050 1,103 Malaysian Ringgit 3, , Mexican Peso New Taiwan Dollar 1, , New Turkish Lira Norwegian Krone 2, , Singapore Dollar 4,939 (79) 4, South African Rand 1, , South Korean Won 2, , Swedish Krona 5, , Swiss Franc 2, , Thai Baht United States Dollar 80, ,536 4,027 Total $ 163,661 $ (23,486) $ 140,175 $ 7,009 As Percentage of Net Assets (%) * Includes both monetary and non-monetary instruments, where applicable. 7

9 TD Global Low Volatility Class Fund-Specific Notes to the Financial Statements Total Impact on Currency (in 000s) Exposure* Net Assets* May 31, 2017 Australian Dollar $ 576 $ 29 Brazilian Real British Pound Chilean Peso 15 1 Danish Krone 1, Euro Hong Kong Dollar 13, Japanese Yen 17, Malaysian Ringgit 3, Mexican Peso New Taiwan Dollar 1, Norwegian Krone Singapore Dollar 6, South African Rand 1, South Korean Won 3, Swedish Krona 4, Swiss Franc 2, Turkish Lira United States Dollar 82,167 4,108 Total $ 140,685 $ 7,035 As Percentage of Net Assets (%) * Includes both monetary and non-monetary instruments, where applicable. (III) OTHER PRICE RISK The table below summarizes the impact of other price risk to the Fund. As at and 2017, had the benchmark of the Fund increased or decreased by 5 percent, with all other variables held constant, the net assets of the Fund would have increased or decreased by approximately: Impact on Impact on Net Assets (in 000s) Net Assets (%) Benchmark MSCI All Country World Index (Net Dividend, C$) $ 6,654 $ 7, In practice, the actual trading results may differ from the above estimated amounts and the differences could be material. (IV) CREDIT RISK Not significant or applicable to the Fund. (V) FINANCIAL INSTRUMENTS BY THE LEVEL IN THE FAIR VALUE HIERARCHY (in 000s) The table below illustrates the classification of the Fund s financial instruments within the fair value hierarchy as at and Level 1 Level 2 Level 3 Total Underlying Funds $ 182,311 $ 0 $ 0 $ 182,311 May 31, 2017 Underlying Funds $ 181,289 $ 0 $ 0 $ 181,289 As at the end of the periods, transfers between Level 1 and Level 2 were nil. (VI) RECONCILIATION OF LEVEL 3 FAIR VALUE MEASUREMENTS (in 000s) Not significant or applicable to the Fund. (VII) CONTRACTUAL MATURITIES ANALYSIS FOR FINANCIAL LIABILITIES As at and 2017, the Fund s net assets are due on demand. All other financial liabilities of the Fund are due in less than three months. (F) Investment Portfolio Concentration (%) (Note 8) As at and 2017, the Fund s investment portfolio concentration can be summarized as follows: Underlying Funds Global Equity Funds Other Net Assets (Liabilities) (0.2) UNDERLYING FUNDS ALLOCATION (%) Investment mix of the underlying fund s net assets as at and 2017: United States Japan Canada United Kingdom Hong Kong Sweden Singapore Australia Taiwan Malaysia South Korea China Other Countries Index Equivalents Cash Other Net Assets (Liabilities) (G) Interest in Unconsolidated Structured Entities (in 000s) (Note 3) The table below illustrates the Fund's investment details in the underlying funds as at and Fair Value Underlying of Fund s Fund s Underlying Funds Investment Net Assets TD Global Low Volatility Fund $ 182,311 $ 8,019,819 May 31, 2017 TD Global Low Volatility Fund $ 181,289 $ 7,882,251 (H) Offsetting of Financial Assets and Liabilities (in 000s) (Note 3) as at and 2017 Not significant or applicable to the Fund. 8

10 nnotes to the Financial Statements 1. The Funds Each of the TD Mutual Funds Corporate Class Funds (collectively, the Funds and individually, the Fund ) was established as a class of shares of TD Mutual Funds Corporate Class Ltd. (the Corporation ). The Corporation is a multi-class open-ended mutual fund corporation formed by Articles of Incorporation under the laws of Canada on June 4, 2010, as amended from time to time (the Articles of Incorporation ). The Corporation is authorized to issue a class of special voting shares and 1,000 classes of mutual fund shares, each issuable in series and consisting of an unlimited number of shares, of which 19 classes are outstanding as at. Each class shall be referable to specific assets of the Corporation. Each class of shares is issuable in 100 series commencing with series 1 through to series 100. These financial statements present the financial information of each of the Funds individually. If the Corporation cannot satisfy its obligations related to an individual Fund, it may be required to satisfy them using assets attributable to other classes. TD Asset Management Inc. ( TDAM ) is the manager and portfolio adviser of the Funds. TDAM believes that the risk of such cross-class liability is remote. TDAM, TD Waterhouse Canada Inc. ( TDW ) and Epoch Investment Partners, Inc. are wholly-owned subsidiaries of The Toronto-Dominion Bank ( TD ). The registered address of the Funds is P.O. Box 100, 66 Wellington Street West, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1G8. Shares of the Funds are distributed through brokers and dealers, including TDW. The financial year-end for the Funds is May 31. The Statements of Financial Position are presented as at and The Statements of Comprehensive Income, Statements of Changes in Net Assets Attributable to Holders of Redeemable Shares and Statements of Cash Flows are presented for the twelve-month periods ended and Each Fund s start date as indicated in the Fund-Specific Notes to the Financial Statements is the date it commenced operations. These financial statements were authorized for issue by TDAM on August 10, Basis of Presentation These financial statements have been prepared in compliance with International Financial Reporting Standards ( IFRS ) as published by the International Accounting Standards Board ( IASB ) and have been prepared under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities (including derivative financial instruments) at fair value through profit or loss ( FVTPL ). 3. Summary of Significant Accounting Policies Financial Instruments The Funds recognize financial instruments at fair value upon initial recognition, plus transaction costs. Regular way purchases and sales of financial instruments are recognized at their trade date. The Funds nonderivative investments, which are designated at FVTPL, and derivative assets and liabilities, which are classified as held for trading ( HFT ), are measured at FVTPL. All other financial assets and liabilities are measured at amortized cost. Under this method, financial assets and liabilities reflect the amount required to be received or paid, discounted, when appropriate, at the contract s effective interest rate. The Funds have determined that they meet the definition of an investment entity and as a result, they measure subsidiaries, if any, at FVTPL. An investment entity is an entity that: obtains funds from one or more investors for the purpose of providing them with investment management services; commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and measures and evaluates the performance of substantially all of its investments on a fair value basis. The most significant judgment that the Funds have made in determining that this definition is met is that fair value is the primary measurement attribute used to measure and evaluate the performance of substantially all of the Funds investments. The Funds investments may also include associates and joint ventures which are designated at FVTPL. The Funds outstanding redeemable shares entitlements include a contractual obligation to distribute any net income and net realized capital gains annually in cash (at the request of the shareholder) and therefore, the ongoing redemption feature is not the Funds only contractual obligation. Consequently, the Funds Net Assets Attributable to Holders of Redeemable Shares are classified as financial liabilities in accordance with the requirements of IAS 32, Financial Instruments: Presentation. The Funds obligations for Net Assets Attributable to Holders of Redeemable Shares are presented at their redemption amount. The Funds accounting policies for measuring the fair value of their investments and derivatives are substantially similar to those used in measuring their net asset value ( NAV ) for transactions with shareholders. The NAV is the value of the total assets of a fund less the value of its total liabilities determined, on each valuation date, in accordance with Part 14 of National Instrument , Investment Fund Continuous Disclosure for the purpose of processing shareholder transactions. Net Assets Attributable to Holders of Redeemable Shares, also referred to as Net Assets, refers to net assets calculated in accordance with IFRS. As at all dates presented, there were no differences between the Funds NAV per series share and Net Assets per series share. 9

11 nnotes to the Financial Statements Fair Value Measurement Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of financial assets and liabilities traded in active markets (such as publicly traded derivatives and marketable securities) are based on quoted market prices at the close of trading on the reporting date. The Funds use the last traded market price for both financial assets and financial liabilities where the last traded price falls within that day s bid-ask spread. In circumstances where the last traded price is not within the bid-ask spread, TDAM determines the point within the bid-ask spread that is most representative of fair value based on the specific facts and circumstances. The fair value of financial assets and liabilities that are not traded in an active market, including over-the-counter derivatives, is determined using valuation techniques. The Funds use a variety of methods and makes assumptions that are based on market conditions existing at each reporting date. Valuation techniques include the use of comparable recent arm s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, option pricing models and other techniques commonly used by market participants and which attempt to make the maximum use of observable inputs. The valuation methodology for specific types of investments held by the Funds is summarized below. (a) Investments in underlying conventional mutual funds are generally valued at the NAV per series unit of the mutual funds as reported by the mutual funds managers. (b) Exchange-traded funds ( ETFs ) are valued based on quoted market prices at the close of trading on the reporting date. (c) The Funds may use foreign exchange forward contracts to hedge against or profit from fluctuations in foreign exchange rates. These contracts are valued on each valuation day based on the difference between the contract rates and the current forward rates at the measurement date applied to the contracts notional amounts. The changes in unrealized appreciation or depreciation and the net realized gains or losses from closing out contracts are reflected in the Statements of Comprehensive Income as part of Net Gain (Loss) on Derivatives. Fair Value Hierarchy The Funds classify their investments into fair value measurements within a hierarchy that prioritizes the inputs to fair value measurement. The fair value hierarchy has the following three levels: Level 1 Level 2 Level 3 Quoted (unadjusted) prices in active markets for identical assets or liabilities; Inputs other than quoted prices that are observable for the asset or liability either directly (that is, as prices) or indirectly (that is, derived from prices); and Inputs that are not based on observable market data (that is, unobservable inputs). All fair value measurements are recurring. The carrying values of Cash, Subscriptions Receivable, Receivable for Investments Sold, Bank Overdraft, Accrued Liabilities, Redemptions Payable, Distributions Payable, Payable for Investments Purchased and the Funds obligations for Net Assets Attributable to Holders of Redeemable Shares approximate their fair values due to their short-term nature. Fair values are classified as Level 1 when the related security or derivative is actively traded and a quoted price is available. If an instrument classified as Level 1 subsequently ceases to be actively traded, it is transferred out of Level 1. In such cases, instruments are reclassified into Level 2, unless the measurement of its fair value requires the use of significant unobservable inputs, in which case it is classified as Level 3. The Funds policy is to recognize transfers into and out of the fair value hierarchy levels as at the end of the reporting period. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The classification within the hierarchy is based on the lowest level input that is significant to the fair value measurement. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or liability. The determination of what constitutes observable requires significant judgment. Observable data is considered to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The classification of the Funds financial instruments within the fair value hierarchy as at and 2017, and any transfers between levels at the end of the reporting periods as a result of changes in the lowest level input that is significant to the fair value measurement are disclosed in the Fund-Specific Notes to the Financial Statements, where applicable. Interest in Unconsolidated Structured Entities A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate to administrative tasks only and the relevant activities are directed by means of contractual arrangements. TDAM has determined that all of the underlying funds in which the Funds invest are unconsolidated structured entities. In making this determination, TDAM evaluated the fact that decision making about the underlying funds activities is generally not governed by voting or similar rights held by the Funds and other investors in any underlying funds. 10

12 nnotes to the Financial Statements The Funds may invest in underlying funds whose investment objectives range from seeking to achieve short- to long-term income and capital growth potential. The Funds interest in these securities as at and 2017 is included at their fair value in the Statements of Financial Position, which represents the Funds exposure in these underlying funds. The Funds do not provide and have not committed to provide any additional significant financial or other support to the underlying funds. Realized gain or loss and the change in fair value of each of the underlying funds during the reporting periods are included in Net Gain (Loss) on Investments in the Statements of Comprehensive Income. Additional information on the Funds interest in underlying funds, where applicable, is provided in the Schedule of Investment Portfolio and Fund-Specific Notes to the Financial Statements. Translation of Foreign Currencies A Fund s functional currency, as disclosed in the Fund-Specific Notes to the Financial Statements, represents the currency that TDAM views to most faithfully represent the economic effects of the Fund s underlying transactions, events and conditions taking into consideration how shares are issued or redeemed and how returns are measured. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates that transactions occur. Realized foreign exchange gains or losses on income are recognized in investment income in the Statements of Comprehensive Income. Assets and liabilities denominated in a foreign currency are translated into the functional currency using the exchange rate prevailing at the measurement date. Foreign exchange gains or losses on the sale of investments are included in Net Realized Gain (Loss). Unrealized foreign exchange gains or losses on investments held and other assets and liabilities are included in Net Change in Unrealized Appreciation/ Depreciation. Realized and unrealized foreign exchange gains or losses relating to cash are presented as Foreign Exchange Gain (Loss) on Cash in the Statements of Comprehensive Income. Offsetting Financial Assets and Liabilities Financial assets and liabilities are offset and the net amount reported in the Statements of Financial Position where the Funds have a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. In all other situations they are presented on a gross basis. In the normal course of business, the Funds may enter into various master netting agreements or other similar arrangements that do not meet the criteria for offsetting in the Statements of Financial Position but still allow for the related amounts to be set-off in certain circumstances, such as bankruptcy or the termination of the contracts. Offsetting information, where applicable, is presented in the Fund- Specific Notes to the Financial Statements. Cash Cash is comprised of deposits with financial institutions. Bank overdrafts are included under Current Liabilities in the Statements of Financial Position. Receivable for Investments Sold/Payable for Investments Purchased Receivable for Investments Sold and Payable for Investments Purchased represent trades that have been contracted for but not yet settled or delivered on the Statements of Financial Position dates. Impairment of Financial Assets At each reporting date, the Funds assess whether there is objective evidence that a financial asset at amortized cost is impaired. If such evidence exists, the Funds recognize an impairment loss as the difference between the amortized cost of the financial asset and the present value of the estimated future cash flows, discounted using the instrument s original effective interest rate. Impairment losses on financial assets at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be related objectively to an event occurring after the impairment is recognized. Valuation of Series Shares TDAM generally calculates the NAV for each series of the Funds as at 4 p.m. Eastern Time on each day that the Toronto Stock Exchange is open for trading. However, in some unforeseen circumstances, the series NAV per share may be calculated at another time. The NAV is calculated, for processing subscription, switch, conversion or redemption orders, for each series of shares of the Funds by taking the series proportionate share of the individual Fund s common assets less the aggregate of (a) the series proportionate share of the common liabilities of the Corporation; and (b) the series proportionate share of its respective Fund s common liabilities, and deducting from this amount all liabilities that relate solely to that specific series. The Net Assets Attributable to Holders of Redeemable Shares Per Series Share is determined by dividing the Net Assets Attributable to Holders of Redeemable Shares of each series of the Funds by the total number of shares outstanding for that series at the reporting date. Income Recognition Interest for Distribution Purposes as shown in the Statements of Comprehensive Income includes interest income from cash. Dividend income from ETFs and distributions from underlying mutual funds, are recognized on the ex-dividend and ex-distribution date, respectively. Dividend income received from ETFs are recognized and presented in the financial statements based on the nature of the under - lying components such as interest income, dividend income, capital gains and return of capital. The Funds may engage in securities lending pursuant to the terms of an agreement which includes restrictions as set out in Canadian securities legislation. The income earned from securities lending, where applicable, is included in the Statements of Comprehensive Income as it is received. The fair value of the securities loaned and fair value of the collateral held is determined daily. The details of securities lending income, aggregate values of securities on loan and related collateral held are provided in the Fund-Specific Notes to the Financial Statements, where applicable. 11

13 nnotes to the Financial Statements Investment Transactions and Transaction Costs For the purposes of calculating realized and unrealized gains and losses from investment transactions, the cost of each investment security is determined on an average cost basis, excluding transactions costs. Transaction costs, such as brokerage commissions, incurred by the Funds in the purchase and sale of investments at FVTPL are recognized in the Statements of Comprehensive Income in the period incurred. Commissions incurred, where applicable, are also disclosed in the Fund- Specific Notes to the Financial Statements. No transaction costs are incurred when the Funds invest in underlying mutual funds. However, the underlying funds investments may be subject to transaction costs. Allocation of Income and Expenses, Realized and Unrealized Gains (Losses) Expenses (excluding interest charges and portfolio transaction costs) are accrued daily, separately for each series. Interest charges and portfolio transaction costs along with income, gains and losses, are allocated to each series based on their respective Net Assets Attributable to Holders of Redeemable Shares. Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Shares Per Series Share The Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Shares Per Series Share is calculated by dividing the Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Shares of each series by the weighted average shares outstanding of that series for the reporting period. Accounting Standards Issued but Not Yet Adopted The final version of IFRS 9, Financial Instruments was issued by the IASB in July 2014 and will replace International Accounting Standards ( IAS ) 39, Financial Instruments: Recognition and Measurement. IFRS 9 introduces a model for classification and measurement, a single, forward-looking expected loss impairment model and a substantially reformed approach to hedge accounting. The new single, principle based approach for determining the classification of financial assets is driven by cash flow characteristics and the business model in which an asset is held. The new model also results in a single impairment model being applied to all financial instruments, which will require more timely recognition of expected credit losses. It also includes changes in respect of own credit risk in measuring liabilities elected to be measured at fair value, so that gains caused by the deterioration of an entity s own credit risk on such liabilities are no longer recognized in profit or loss. IFRS 9 is effective for annual periods beginning on or after January 1, The manager has assessed the impact of IFRS 9 by analyzing the current business model of the Funds and does not anticipate significant changes to the valuation of the Funds financial instruments. As a result, the adoption of IFRS 9 is not expected to have a material impact on the Funds financial statements. 4. Critical Accounting Estimates and Judgments The preparation of financial statements requires management to use judgment in applying its accounting policies and to make estimates and assumptions about the future. The following discusses the most significant accounting judgments and estimates that the Funds have made in preparing the financial statements: Fair Value Measurement of Derivatives and Securities Not Quoted in an Active Market The Funds may hold financial instruments that are not quoted in active markets, including derivatives. As described in Note 3, the use of valuation techniques for financial instruments and derivatives that are not quoted in an active market requires TDAM to make assumptions that are based on market conditions existing as at the reporting date of the financial statements. Changes in assumptions about these factors could affect the reported fair values of financial instruments. Classification and Measurement of Investments and Application of the Fair Value Option In classifying and measuring financial instruments held by the Funds, TDAM is required to make significant judgments about whether or not the business of the Funds is to invest on a total return basis for the purpose of applying the fair value option for financial assets under IAS 39. The most significant judgments made include the determination that certain investments are HFT and that the fair value option can be applied to those which are not. Investment Entity In determining whether a Fund meets the definition of an investment entity, TDAM may be required to make significant judgments about whether a Fund has the typical characteristics of an investment entity. Each Fund may hold only one investment, an underlying fund (or have only one investor or have investors that are its related parties), however, consistent with the investment entity definition, each Fund primarily obtains funds from one or more investors for the purpose of providing investment management services, commits to its investors that the business purpose is to invest the funds solely for returns from capital appreciation, investment income or both, and measures and evaluates the performance of its investments on a fair value basis. 12

14 nnotes to the Financial Statements 5. Redeemable Shares Each Fund is authorized to issue 100 series and an unlimited number of shares of each series that rank equally and are available for sale under a single simplified prospectus. The various series of shares that may be offered by each of a Fund are as described below. Investor Series Shares: Advisor Series Shares: F-Series Shares: W-Series Shares: Offered on a no-load basis to investors. Offered to investors who seek investment advice and want the option of transacting on a front-end load, back-end load, low-load or low-load-2 basis. Offered to investors, through fee-based financial advisors or dealer-sponsored wrap accounts and others, who pay an annual fee to their dealer instead of transactional sales charges. Offered to investors, through certain wealth management businesses of TD Bank Group, including certain divisions of TDW, or other dealers authorized by TDAM, who pay an annual fee to their dealer instead of transactional sales charges. Each individual series of shares is sold under differing purchase options and may have higher or lower management fees based on their specific attributes, as summarized above, reflecting the extent of the investment advice provided. Shares of the Funds, which are redeemable at the option of the share - holder in accordance with the provisions of the Articles of Incorporation, do not have any nominal or par value. Shares are issued or redeemed on a daily basis at the NAV per series share next determined after the subscription, switch, conversion or redemption order, respectively, is received by TDAM. Subscriptions and redemptions of shares and shares converted from one series to another series within each individual Fund are included in the Statements of Changes in Net Assets Attributable to Holders of Redeemable Shares. However, conversions between series within each individual Fund are excluded from Proceeds from Issuances of Redeemable Shares and Amounts Paid on Redeemable Shares, Net of Early Redemption Fees in the Statements of Cash Flows. 6. Related Party Transactions Seed Capital TDAM may contribute a nominal amount to the Funds. The contribution made by related parties is disclosed in the Fund-Specific Notes to the Financial Statements of the applicable Funds. Prior to July 27, 2017, the simplified prospectus disclosed the maximum annual management fee rate that TDAM could charge for each series of shares of the Funds (so the actual management fee charged to the Funds might have been less than the maximum annual management fee rate). TDAM was able to charge the maximum annual management fee without notice to share holders. Effective July 27, 2017, the simplified prospectus discloses a specified annual management fee rate. Where TDAM chooses to charge a management fee rate below the specified annual management fee rate, the difference represents a waiver of management fees and is included as Waived Expenses in the Statements of Comprehensive Income. TDAM may waive all or a portion of the management fees charged to the Funds, which may be discontinued at any time by TDAM at its discretion without notice to shareholders. Detailed information on the management fees of the Funds is provided in the Fund-Specific Notes to the Financial Statements. Administration Fees In consideration for paying certain operating expenses, TDAM receives a specified annual administration fee for the Investor Series and Advisor Series, except for the TD Short Term Investment Class. The administration fee includes recordkeeping costs, communication costs, insurance costs, custodial costs, certain legal fees, audit fees, regulatory filing fee, bank charges and all sales taxes for such expenses, costs and fees. The administration fee is calculated and accrued on a daily basis for each series based on the NAV of that series and is paid monthly to TDAM. Annual adminis tration fees for each series of the Funds, where applicable, are provided in the Fund-Specific Notes to the financial statements. No administration fee is charged with respect to other series of the Funds according to the simplified prospectus. Operating Expenses Each Fund is responsible for operating expenses associated with taxes of all kinds to which it is or might be subject to, as well as: borrowing, directors fees, independent review committee fees and costs relating to compliance with any new governmental and regulatory requirements. Fund s Independent Review Committee ( IRC ) TDAM is responsible for management of the Funds investment portfolios, including the making of decisions relating to the investment of the Funds assets. TDAM has established an IRC in respect of each of the Funds. The IRC acts as an impartial and independent committee to review and provide recommendations or, if appropriate, approvals respecting any conflict of interest matters referred to it by TDAM. The IRC prepares, at least annually, a report of its activities for shareholders of the Funds. Management Fees TDAM is entitled to receive a fee for the provision of management, distribution and portfolio management services. The management fee is calculated and accrued on a daily basis for each series based on the NAV of that series and is paid monthly to TDAM. Where a Fund invests in any underlying funds, there are fees and expenses payable by the underlying funds in addition to those paid by the Fund. However, there is no duplication of management fees paid to TDAM or its affiliates if a Fund invests in underlying funds that are managed by TDAM. 13

15 nnotes to the Financial Statements The Funds and/or the underlying funds in which the Funds invest in relied on standing instructions from the IRC in respect of one or more of the following transactions: (i) trades in securities of TD or any affiliate or associate thereof; (ii) investments in the securities of an issuer where TD Securities Inc., TDW, or any other affiliate of TDAM (a Related Dealer ) acted as an underwriter during the distribution of such securities and the 60-day period following the completion of the distribution of the underwritten securities; (iii) purchases or sales of securities of an issuer from or to another investment fund or discretionary managed account managed by TDAM; and (iv) purchases of securities from or sales of securities to a Related Dealer, where it acted as principal. Investments in securities of TD, interests in underlying funds managed by TDAM, or investments in any affiliates that were held by the Funds at the end of the reporting period are disclosed in the Schedule of Investment Portfolio and/or the Fund-Specific Notes to the Financial Statements. The compensation and relevant expenses of IRC members are allocated among the investment funds managed by TDAM and disclosed in the Statements of Comprehensive Income as Independent Review Committee Fees. Director s Fees The remuneration of the members of the Board of Directors of the Corporation is also the responsibility of the Funds. Each of the independent directors of the Corporation receives an annual director s fee. Directors fees are disclosed separately in the Statements of Comprehensive Income as Directors Fees. Taxes on Expenses The Funds also pay applicable goods and services tax and harmonized sales tax at a blended rate to TDAM on management fees, administration fees and certain operating expenses based on the province or territory of residence of the investors in each series of the Funds, which are included with the respective expense in the Statements of Comprehensive Income. Waived Expenses TDAM, at its discretion, may waive or absorb a portion of the operating expenses otherwise payable by the Funds. These waivers or absorptions may be terminated at any time without notice. The amount of expenses waived or absorbed for the Funds is disclosed in the Statements of Comprehensive Income as Waived Expenses, where applicable. The Accrued Liabilities in the Statements of Financial Positions represents the amount of management fees, administration fees and operating expenses (including applicable taxes) payable to TDAM by the Funds at the reporting period end. Brokerage Commissions and Soft Dollars Brokerage commissions, including other transaction costs, paid on securities transactions and amounts paid to related parties of TD for brokerage services provided to the Funds for the reporting periods ended May 31, where applicable, are disclosed in the Fund-Specific Notes to the Financial Statements. Client brokerage commissions are used as payment for order execution services or research services. The portfolio advisers or TDAM may select brokers including its affiliates who charge a commission in excess of that charged by other brokers ( soft dollars ) if they determine in good faith that the commission is reasonable in relation to the order execution and research services utilized. For debt instruments traded in the over the counter markets where client brokerage commissions are not charged, soft dollars or client brokerage commissions are not generated. For equities or other securities where client brokerage commissions are charged, the soft dollar portion of the amount paid or payable for goods and services other than order execution for the Funds is not generally ascertainable. Any ascertainable soft dollar value received as a percentage of total brokerage commissions paid under the soft dollar arrangement entered into by the portfolio advisers or TDAM, where applicable, is disclosed in the Fund-Specific Notes to the Financial Statements. 7. Taxation Each Fund is a class of shares of the Corporation. Income, expenses and capital gains and losses of all the Funds are consolidated, as a single entity, in determining the Corporation s taxable income and amount of taxes payable as a whole. Any taxes payable or recoverable by the Corporation are allocated to the Funds and their various series. The Corporation qualifies as a mutual fund corporation under the Income Tax Act (Canada) (the Tax Act ) and it is subject to income tax in each taxation year on the amount of its taxable income for the taxation year, including net taxable capital gains, if any, at the rate applicable to mutual fund corporations. The general income tax rules associated with a public corporation also apply to a mutual fund corporation with the exception that taxes payable on taxable capital gains are refundable on a formula basis when its shares are redeemed or when it pays capital gains dividends out of its capital gains dividend account to its shareholders. Interest income and foreign income, net of applicable expense, are taxed at full corporate rates applicable to mutual fund corporations with credits, subject to certain limitations for foreign taxes paid. All of the Corporation s expenses including management fees and operating expenses will be taken into account in determining its overall tax liability. The Corporation is subject to Part IV of the Tax Act, which is a tax on taxable dividends received from other taxable Canadian corporations. Part IV tax is refundable on payments of taxable dividends to share - holders. It is the intention of the Corporation to pay out Canadian dividends it receives to its shareholders, to the extent necessary, such that Part IV tax would be fully refunded. In addition, the Corporation is also subject to Part I tax on other income and taxable capital gains for the year. Part I tax payable on taxable capital gains can be reduced by the capital gains refund available to a mutual fund corporation. The capital gains refund is calculated based on the level of redemptions by shareholders and amount of capital gains dividends paid to shareholders. The Corporation will pay out sufficient capital gains dividends, within 60 days of year-end, to ensure the Corporation is not subject to Part I income tax on its net realized capital gains earned. 14