Toronto Dominion Bank : 4th Combined Supplementary Prospectus

4th COMBINED SUPPLEMENTARY PROSPECTUS DATED 24 MAY 2024

TO THE BASE PROSPECTUSES REFERRED TO BELOW

THE TORONTO-DOMINION BANK

(a Canadian chartered bank)

This supplement (the "Supplement") has been prepared in connection with the base prospectus dated 30 June 2023, as supplemented by the first combined supplementary prospectus dated 25 August 2023, as further supplemented by the second combined supplementary prospectus dated 6 December 2023 and as further supplemented by the third combined supplementary prospectus dated 1 March 2024 (the "CB Prospectus"), in relation to the CAD 80,000,000,000 Global Legislative Covered Bond Programme (the "CB Programme") of The Toronto-Dominion Bank (the "Bank"), unconditionally and irrevocably guaranteed as to payments by TD Covered Bond (Legislative) Guarantor Limited Partnership (the "Guarantor") and the base prospectus dated 30 June 2023, as supplemented by the first combined supplementary prospectus dated 25 August 2023, as further supplemented by the second combined supplementary prospectus dated 6 December 2023 and as further supplemented by the third combined supplementary prospectus 1 March 2024 (the "GMTN Prospectus"), in relation to the USD 40,000,000,000 Global Medium Term Note Programme (the "GMTN Programme") of the Bank (the CB Prospectus and the GMTN Prospectus, together the "Base Prospectuses"). Each of the Base Prospectuses constitutes a base prospectus under Article 8 of Regulation (EU) 2017/1129, as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). This Supplement constitutes a supplementary prospectus in respect of each of the Base Prospectuses for the purposes of Article 23 of the UK Prospectus Regulation.

Terms defined in each of the Base Prospectuses have the same meanings when used in this Supplement. This Supplement is supplemental to, and shall be read in conjunction with, each of the Base Prospectuses. This Supplement has been approved by the United Kingdom Financial Conduct Authority (the "FCA"), as competent authority under the UK Prospectus Regulation, as a supplement to each of the Base Prospectuses.

The Bank and, in relation only to information in this Supplement relating to the CB Prospectus, the Guarantor accept responsibility for the information in this Supplement. To the best of the knowledge of the Bank and the Guarantor, as applicable, the information contained in this Supplement is in accordance with the facts and this Supplement contains no omission likely to affect its import.

THE COVERED BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY CANADA MORTGAGE AND HOUSING CORPORATION ("CMHC") NOR HAS CMHC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS SUPPLEMENT. THE COVERED BONDS ARE NOT INSURED OR GUARANTEED BY CMHC OR THE GOVERNMENT OF CANADA OR ANY OTHER AGENCY THEREOF.

The purpose of this Supplement is to:

1. incorporate by reference in each of the Base Prospectuses the Bank's latest unaudited interim financial results (including management's discussion and analysis thereof);

1. incorporate by reference in the CB Prospectus the monthly investor report for the months of February 2024, March 2024 and April 2024, containing information on the Covered Bond Portfolio;

1. update the litigation statement and the no significant change statement in the section of each of the Base Prospectuses entitled "General Information";

(IV) update the section of the CB Prospectus entitled "The Toronto-DominionBank - Board of Directors" as a result of changes to the board of the Issuer; and

1. update the section of the GMTN Prospectus entitled "The Toronto-DominionBank - Board of Directors" as a result of changes to the board of the Issuer.

Save as disclosed in this Supplement, no significant new factor, material mistake or material inaccuracy relating to the information included in the Base Prospectuses which may affect the assessment of Covered Bonds issued under the CB Programme or Notes issued under the GMTN Programme has arisen or been noted, as the case may be, since the publication of the third combined supplementary prospectus dated 1 March 2024.

To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into either of the Base Prospectuses by this Supplement and (b) any other statement in, or incorporated by reference in either of the Base Prospectuses, the statements in (a) above will prevail.

1. By virtue of this Supplement each of the Base Prospectuses shall be supplemented as follows:

Document Incorporated by Reference

The following document which has previously been published by the Bank or is published simultaneously with this Supplement and as at the date of this Supplement has been approved by or filed with the FCA is hereby incorporated by reference in, and forms part of each of the Base Prospectuses:

1. theBank's Report to Shareholdersfor the quarter ended 30 April 2024 (the "2024 Second Quarter Report") in its entirety, including without limitation, the following specific sections:
2. 1. management's discussion and analysis on pages 4 to 48; and
   2. the unaudited interim consolidated financial statements and notes thereto for the three and six-month periods ended 30 April 2024, with comparative unaudited interim consolidated financial statements for the three and six-month periods ended 30 April 2023 (including the notes thereto), prepared in accordance with International Accounting Standard (IAS) 34 "Interim Financial Reporting", as set out on pages 49 to 80, including without limitation Note 19: Provisions and Contingent Liabilities on page 78.

1. By virtue of this Supplement the CB Prospectus shall be supplemented as follows:

Documents Incorporated by Reference

The following documents which have previously been published by the Bank or are published simultaneously with this Supplement and as at the date of this Supplement have been approved by or filed with the FCA are hereby incorporated by reference in, and form part of the CB Prospectus:

1. theBank's monthly (unaudited) Investor Reportcontaining information on the Covered Bond Portfolio as at the Calculation Date falling on 29 February 2024 (the "February 2024 Investor Report"), which is incorporated by reference in its entirety;
2. theBank's monthly (unaudited) Investor Reportcontaining information on the Covered Bond Portfolio as at the Calculation Date falling on 28 March 2024 (the "March 2024 Investor Report"), which is incorporated by reference in its entirety; and

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1. theBank's monthly (unaudited) Investor Reportcontaining information on the Covered Bond Portfolio as at the Calculation Date falling on 30 April 2024 (the "April 2024 Investor Report" and together with the February 2024 Investor Report and March 2024 Investor Report, the "Investor Reports"), which is incorporated by reference in its entirety.

1. By virtue of this Supplement the Base Prospectuses shall be supplemented as follows:

General Information

1. Paragraphs 5 and 10 of the section entitled "General Information" of the GMTN Prospectus are deleted and replaced with the following:

"5. Other than as disclosed in Note 26 of the audited consolidated financial statements for the year ended 31 October 2023 set out on pages 213 to 214 of the 2023 Annual Report and in Note 19 of the unaudited interim consolidated financial statements for the six-month period ended 30 April 2024, each incorporated by reference in this Prospectus, there are no governmental, legal or arbitration proceedings involving the Issuer or any of its subsidiaries (including any such proceedings which are pending or threatened of which the Issuer is aware) which, during the 12 months prior to the date of this Prospectus, may have or have had in the recent past, individually or in the aggregate, a significant effect on the financial position or profitability of the Issuer, or of the Issuer and its subsidiaries taken as a whole."

"10. Since 30 April 2024, the last day of the financial period in respect of which the most recent unaudited interim consolidated financial statements of the Bank were published, there has been no significant change in the financial performance or financial position of the Bank and its subsidiaries taken as a whole and since 31 October 2023, the last day of the financial period in respect of which the most recent audited consolidated financial statements of the Bank were published, there has been no material adverse change in the prospects of the Bank and its subsidiaries, taken as a whole."

1. Paragraphs 3 and 4 of the section entitled "General Information" of the CB Prospectus are deleted and replaced with the following:

"3. Other than as disclosed in Note 26 of the audited consolidated financial statements for the year ended 31 October 2023 set out on pages 213 to 214 of the 2023 Annual Report and in Note 19 of the unaudited interim consolidated financial statements for the six-month period ended 30 April 2024, each incorporated by reference in this Prospectus, there are no governmental, legal or arbitration proceedings involving the Issuer or any of its subsidiaries or the Guarantor (including any such proceedings which are pending or threatened of which the Issuer or the Guarantor is aware) which, during the 12 months prior to the date of this Prospectus, may have or have had in the recent past, individually or in the aggregate, a significant effect on the financial position or profitability of the Issuer, or of the Issuer and its subsidiaries taken as a whole, or the Guarantor."

"4. There has been no significant change in the financial performance or financial position of the Issuer and its consolidated subsidiaries, including the Guarantor, taken as a whole since 30 April 2024, the last day of the financial period in respect of which the most recent interim unaudited published consolidated financial statements of the Issuer have been prepared."

IV.	By virtue of this Supplement, the list of the board of directors of the Bank in the section of the CB
	Prospectus entitled "The Toronto-Dominion Bank - Board of Directors" is updated to delete
	information related to Brian M. Levitt and David E. Kepler and add the following:
	Name, Responsibility and Location	Principal Outside Activities
	Ayman Antoun,	Corporate Director and former President of IBM
	Oakville, Ontario, Canada	Americas

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1. By virtue of this Supplement, the list of the board of directors of the Bank in the section of the GMTN Prospectus entitled "The Toronto-DominionBank - Board of Directors" is updated to delete information related to Brian M. Levitt and David E. Kepler and add the following:

Name and Residence	Function	Principal Activities Outside the Bank
Ayman Antoun,	Director	Corporate Director and former President
Oakville, Ontario, Canada		of IBM Americas

A copy of each of the 2024 Second Quarter Report and the Investor Reports has been submitted to the National Storage

Mechanism (operated by the FCA) and is available for viewing at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

To the extent that any document or information incorporated by reference in this Supplement, itself incorporates any information by reference, either expressly or impliedly, such information will not form part of this Supplement for the purposes of the UK Prospectus Regulation, except where such information or documents are stated within this Supplement as specifically being incorporated by reference or where this Supplement is specifically defined as including such information.

Copies of this Supplement, each of the Base Prospectuses and all documents incorporated by reference in either can be (i) viewed on the website of the Regulatory News Service operated by the London Stock Exchange at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.htmlunder the name "Toronto Dominion" and the headline "Publication of Prospectus"; (ii) viewed on the Bank's website at https://www.td.com/ca/en/about-td/for-investors/investor-relations/fixed-income-investor/debt-information/td-

global-legislative-covered-bond-programmeandhttps://www.td.com/ca/en/about-td/for-investors/investor-relations/fixed-income-investor/debt-information/bail-in-debtrespectively; and (iii) inspected during usual business hours on any week day (Saturdays, Sundays and holidays excepted) at the head office of the Bank and at the offices of the applicable Issuing and Paying Agent located at the addresses specified at the end of the Base Prospectuses. No website referred to herein nor any information contained thereon, forms part of this Supplement, nor have the contents of any such website been approved by or submitted to the FCA, unless, in each case, such website or information is expressly incorporated by reference in this Supplement.

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