TD Global Low Volatility Class

Transcription

1 TD Asset Management TD Global Low Volatility Class (08/15) 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. 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. Tim G. Wiggan Atanaska Novakova Director and Director and Chief Executive Officer Chief Financial Officer August 12, 2015 August 12,

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 Blue Chip Equity Class TD Canadian Equity Class TD Canadian Value Class TD Canadian Small-Cap Equity Class Epoch U.S. Large-Cap Value Class (formerly TD U.S. Large-Cap Value Class) TD U.S. Mid-Cap Growth Class TD Global Low Volatility Class Epoch Global Equity Class (formerly TD Global Growth Class) TD International Growth Class TD Asian 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 statement of financial position as at, May 31, 2014 and June 1, 2013 and the statements of comprehensive income, changes in net assets attributable to holders of redeemable shares and cash flows for the years ended and May 31, 2014, 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 audits 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 of each of the Funds as at, May 31, 2014 and June 1, 2013, and the financial performance and cash flows of each of the Funds for the years ended and May 31, 2014 in accordance with International Financial Reporting Standards. Chartered Professional Accountants, Licensed Public Accountants Toronto, Ontario August 12,

4 ntd Global Low Volatility Class Statements of Financial Position (in 000s except per share amounts and number of shares) as at and 2014, and June 1, 2013 May 31, May 31, June 1, Assets Current Assets Investments (Note 3) $ 143,039 $ 87,247 $ 36,492 Cash Subscriptions Receivable , ,916 87,963 37,688 Liabilities Current Liabilities Bank Overdraft Accrued Liabilities Redemptions Payable Distributions Payable Payable for Investments Purchased Net Assets Attributable to Holders of Redeemable Shares (Note 3) $ 143,114 $ 87,371 $ 37,362 Net Assets Attributable to Holders of Redeemable Shares Per Series (Note 5) Investor Series Shares $ 38,465 $ 28,919 $ 12,848 Advisor Series Shares $ 52,604 $ 33,942 $ 11,857 F-Series Shares $ 52,045 $ 24,510 $ 12,657 $ 143,114 $ 87,371 $ 37,362 Number of Redeemable Shares Outstanding Per Series Investor Series Shares 2,456,716 2,134,911 1,109,568 Advisor Series Shares 3,360,927 2,507,631 1,024,585 F-Series Shares 3,273,228 1,788,750 1,082,596 Net Assets Attributable to Holders of Redeemable Shares Per Series Share (Note 3) Investor Series Share $ $ $ Advisor Series Share $ $ $ F-Series Share $ $ $ The accompanying notes are an integral part of the financial statements. 3

5 ntd Global Low Volatility Class Statements of Comprehensive Income (in 000s except per share amounts and number of shares) for the periods ended and Income Net Gain (Loss) on Investments Income Distributions from Underlying Funds $ 3,240 $ 1,932 Capital Gain Distributions from Underlying Funds 1,988 1,023 Net Realized Gain (Loss) 1, Net Change in Unrealized Appreciation (Depreciation) 14,053 9,388 Net Gain (Loss) on Investments 20,319 12,802 Total Income (Net) 20,319 12,802 Expenses (Note 6) Management Fees 2,070 1,240 Directors Fees 3 4 Administration Fees Other Class Costs 6 0 Independent Review Committee Fees 0 2 Interest Charges 3 1 Total Expenses before Waivers 2,331 1,401 Less: Waived Expenses (7) (6) Total Expenses (Net) 2,324 1,395 Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Shares before Tax 17,995 11,407 Tax Reclaims (Withholding Taxes) (344) (206) Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Shares $ 17,651 $ 11,201 Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Shares Per Series Investor Series Shares $ 5,014 $ 3,504 Advisor Series Shares $ 6,286 $ 4,199 F-Series Shares $ 6,351 $ 3,498 $ 17,651 $ 11,201 Weighted Average Shares Outstanding for the Period Per Series Investor Series Shares 2,245,676 1,683,049 Advisor Series Shares 2,866,940 1,983,906 F-Series Shares 2,533,953 1,518,995 Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Shares Per Series Share (Note 3) Investor Series Share $ 2.23 $ 2.08 Advisor Series Share $ 2.19 $ 2.12 F-Series Share $ 2.51 $ 2.30 The accompanying notes are an integral part of the financial statements. 4

6 ntd Global Low Volatility Class Statements of Changes in Net Assets Attributable to Holders of Redeemable Shares (in 000s except number of shares) for the periods ended and 2014 Investor Series Shares Advisor Series Shares Net Assets Attributable to Holders of Redeemable Shares at Beginning of the Period $ 28,919 $ 12,848 $ 33,942 $ 11,857 Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Shares 5,014 3,504 6,286 4,199 Distributions to Holders of Redeemable Shares From Net Investment Income (185) (136) (219) (146) From Net Realized Gains on Investments (193) 0 (226) 0 (378) (136) (445) (146) Redeemable Share Transactions Proceeds from Redeemable Shares Issued 11,658 17,206 21,056 22,656 Reinvestments of Distributions to Holders of Redeemable Shares Early Redemption Fees on Redeemable Shares Redemption of Redeemable Shares (7,122) (4,637) (8,651) (4,762) Net Increase (Decrease) from Redeemable Share Transactions 4,910 12,703 12,821 18,032 Net Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Shares 9,546 16,071 18,662 22,085 Net Assets Attributable to Holders of Redeemable Shares at End of the Period $ 38,465 $ 28,919 $ 52,604 $ 33,942 Redeemable Share Transactions Redeemable Shares Outstanding, Beginning of the Period 2,134,911 1,109,568 2,507,631 1,024,585 Redeemable Shares Issued 783,465 1,381,959 1,414,822 1,843,988 Redeemable Shares Issued on Reinvestments 25,873 9,873 28,728 10,208 Redeemable Shares Redeemed (487,533) (366,489) (590,254) (371,150) Redeemable Shares Outstanding, End of the Period 2,456,716 2,134,911 3,360,927 2,507,631 F-Series Shares TOTAL Net Assets Attributable to Holders of Redeemable Shares at Beginning of the Period $ 24,510 $ 12,657 $ 87,371 $ 37,362 Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Shares 6,351 3,498 17,651 11,201 Distributions to Holders of Redeemable Shares From Net Investment Income (733) (409) (1,137) (691) From Net Realized Gains on Investments (179) 0 (598) 0 (912) (409) (1,735) (691) Redeemable Share Transactions Proceeds from Redeemable Shares Issued 30,024 13,337 62,738 53,199 Reinvestments of Distributions to Holders of Redeemable Shares , Early Redemption Fees on Redeemable Shares Redemption of Redeemable Shares (8,786) (4,941) (24,559) (14,340) Net Increase (Decrease) from Redeemable Share Transactions 22,096 8,764 39,827 39,499 Net Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Shares 27,535 11,853 55,743 50,009 Net Assets Attributable to Holders of Redeemable Shares at End of the Period $ 52,045 $ 24,510 $ 143,114 $ 87,371 Redeemable Share Transactions Redeemable Shares Outstanding, Beginning of the Period 1,788,750 1,082,596 Redeemable Shares Issued 2,020,800 1,056,990 Redeemable Shares Issued on Reinvestments 55,662 26,866 Redeemable Shares Redeemed (591,984) (377,702) Redeemable Shares Outstanding, End of the Period 3,273,228 1,788,750 The accompanying notes are an integral part of the financial statements. 5

7 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 $ 17,651 $ 11,201 Adjustment For: Net Realized (Gain) Loss on Sale of Investments (1,038) (459) Net Change in Unrealized (Appreciation) Depreciation of Investments (14,053) (9,388) Purchase of Investments (47,896) (45,431) Proceeds from Sale and/or Maturity of Investments 7,306 4,475 Increase (Decrease) in Accrued Liabilities Net Cash from (used in) Operating Activities (37,951) (39,510) Cash Flows from (used in) Financing Activities Distributions Paid to Holders of Redeemable Shares, Net of Reinvested Distributions (77) 0 Proceeds from Issuances of Redeemable Shares 59,595 52,814 Amounts Paid on Redemption of Redeemable Shares, Net of Redemption Fees (21,487) (13,364) Net Cash from (used in) Financing Activities 38,031 39,450 Net Increase (Decrease) in Cash 80 (60) Cash (Bank Overdraft) at Beginning of the Period (60) 0 Cash (Bank Overdraft) at End of the Period $ 20 $ (60) The accompanying notes are an integral part of the financial statements. 6

8 ntd Global Low Volatility Class Schedule of Investment Portfolio as at No. of Units Description Cost Fair Value Underlying Funds 100.0% 8,539,656 TD Global Low Volatility Fund, O-Series $ 117,676,858 $ 143,039,230 TOTAL INVESTMENT PORTFOLIO 100.0% 117,676, ,039,230 OTHER NET ASSETS (LIABILITIES) 0.0% 74,976 74,976 TOTAL NET ASSETS 100.0% $ 117,751,834 $ 143,114,206 7

9 ntd Global Low Volatility Class Fund-Specific Notes to the Financial Statements (A) The Fund (Note 1) (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. (B) Management Fees and Administration Fees (Note 6) (I) MANAGEMENT FEES (%) for the periods ended and 2014 Actual (exclusive of GST and HST) Series Maximum Investor Series Advisor Series F-Series Includes management fees paid by the Fund and the proportionate management fees, if any, of the underlying funds held by the Fund. However, there is no duplication of fees. The amount payable (in 000s) to TDAM as at for management fees is $182 (2014: $121) which is included in Accrued Liabilities on the Statement of Financial Position. (II) ADMINISTRATION FEES (%) for the periods ended and 2014 Annual Rate (exclusive of GST and HST) Series Investor Series Advisor Series F-Series N/A N/A The amount payable (in 000s) to TDAM as at for administration fees is $21 (2014: $15) which is included in Accrued Liabilities on the Statement of Financial Position. (E) Financial Risk Management (Note 8) (I) INTEREST RATE RISK Not applicable for the Fund. (II) CURRENCY RISK The table below indicates the foreign currencies, including the underlying principal amount of forward currency contracts, if any, to which the Fund had indirect proportionate exposure through the underlying funds as at and 2014, and June 1, 2013 in Canadian dollar terms. The table also illustrates the potential indirect proportionate 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 other currencies held by the underlying funds, 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. Total Indirect Proportionate Exposure* (in 000s) Currency in the May 31, May 31, June 1, Underlying Funds Australian Dollar $ 2,409 $ 1,765 $ 303 Brazilian Real British Pound 10,156 7,038 3,143 Czech Koruna Danish Krone 1, Egyptian Pound Euro 5,777 4, Hong Kong Dollar 12,404 5,931 2,009 Japanese Yen 15,253 10,557 4,013 Malaysian Ringgit 4,347 3,432 1,819 Mexican Peso New Taiwan Dollar Norwegian Krone Philippine Peso Singapore Dollar 4,073 2, South African Rand 2,223 1, South Korean Won 1, Swedish Krona 2, Swiss Franc Thai Baht United States Dollar 67,392 38,585 17,877 Yuan Renminbi Total $ 131,012 $ 79,516 $ 32,595 As Percentage of Net Assets (%) (C) Brokerage Commissions and Soft Dollars (in 000s) for the periods ended and 2014 (Notes 3 and 6) Not applicable for the Fund. (D) Securities Lending and Collateral Held (in 000s) as at and 2014, and June 1, 2013 (Note 3) Not applicable for the Fund. 8

10 TD Global Low Volatility Class Fund-Specific Notes to the Financial Statements Indirect Proportionate Impact on Net Assets* (in 000s) Currency in the May 31, May 31, June 1, Underlying Funds Australian Dollar $ 121 $ 88 $ 15 Brazilian Real British Pound Czech Koruna Danish Krone Egyptian Pound Euro Hong Kong Dollar Japanese Yen Malaysian Ringgit Mexican Peso New Taiwan Dollar Norwegian Krone Philippine Peso Singapore Dollar South African Rand South Korean Won Swedish Krona Swiss Franc Thai Baht United States Dollar 3,370 1, Yuan Renminbi Total $ 6,551 $ 3,976 $ 1,630 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 2014, and June 1, 2013, 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 Net Assets (in 000s) May 31, May 31, June 1, Benchmark MSCI All Country World Index Net Dividend (C$) $ 6,651 $ 3,091 $ 1,222 Impact on Net Assets (%) May 31, May 31, June 1, Benchmark MSCI All Country World Index Net Dividend (C$) In practice, the actual trading results may differ from the above estimated amounts and the differences could be material. (IV) CREDIT RISK Not applicable for the Fund. (V) FINANCIAL INSTRUMENTS BY THE LEVEL IN THE FAIR VALUE HIERARCHY (in 000s) The tables below illustrate the classification of the Fund s financial instruments within the fair value hierarchy as at and 2014, and June 1, Level 1 Level 2 Level 3 Total Underlying Funds $ 143,039 $ 0 $ 0 $ 143,039 May 31, 2014 Underlying Funds $ 87,247 $ 0 $ 0 $ 87,247 June 1, 2013 Underlying Funds $ 36,492 $ 0 $ 0 $ 36,492 During the periods, transfers between Level 1 and Level 2 were nil. (VI) RECONCILIATION OF LEVEL 3 FAIR VALUE MEASUREMENTS (in 000s) Not applicable for the Fund. (VII) CONTRACTUAL MATURITIES ANALYSIS FOR FINANCIAL LIABILITIES As at and 2014, and June 1, 2013, 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 (%) As at and 2014, and June 1, 2013, the Fund s investment portfolio concentration can be summarized as follows: May 31, May 31, June 1, Underlying Funds Global Equity Funds Other Net Assets (Liabilities) UNDERLYING FUNDS ALLOCATION (%) Investment Mix of the underlying funds net assets as at and 2014, and June 1, 2013: May 31, May 31, June 1, United States Japan Canada United Kingdom Hong Kong Malaysia Singapore China Germany Bermuda Other Countries Index Equivalents Short-Term Investments Cash Other Net Assets (Liabilities)

11 TD Global Low Volatility Class Fund-Specific Notes to the Financial Statements (G) Interest in Unconsolidated Structured Entities (Note 3) The table below illustrates the Fund's investment details in the underlying funds as at and 2014, and June 1, Fair Value Underlying of Fund s Funds Investment Net Assets Underlying Funds/Common Shares (in 000s) (in 000s) TD Global Low Volatility Fund $ 143,039 $ 5,549,868 May 31, 2014 TD Global Low Volatility Fund $ 87,247 $ 4,258,383 June 1, 2013 TD Global Low Volatility Fund $ 36,492 $ 2,707,625 (H) Offsetting of Financial Assets and Liabilities (in 000s) (Note 3) Not applicable for the Fund. (I) Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Shares Per Series Share (Note 9) As a result of the change in the calculation methodology on transition to IFRS, the Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Shares Per Series Share has changed for certain series shares of the Fund. Where applicable, these changes and their impact on the amounts previously reported under Canadian GAAP for the period ended May 31, 2014 are presented below: Increase (Decrease) in As Reported Net Assets Attributable to Under Adjustment Holders of Redeemable Canadian on Transition Series Shares Per Series Share GAAP to IFRS Investor Series Share $ 2.08 $ 2.03 $ 0.05 Advisor Series Share F-Series Share

12 nnotes to the Financial Statements 1. The Fund 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 which includes the special voting shares of the Corporation as its own reporting entity. 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 Fund. TDAM believes that the risk of such cross-class liability is remote. TDAM and TD Waterhouse Canada Inc. ( TDW ) 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. For the Statements of Financial Position, as at represents and 2014 and June 1, For the Statements of Comprehensive Income, Changes in Net Assets Attributable to Holders of Redeemable Shares and Cash Flows, period represents the years ended and The Fund s start date as indicated in Section (A) of the Fund-Specific Notes to the Financial Statements is the date the Fund commenced operations or in the case of a new series, the date the series was first offered and not its inception date. These annual financial statements were authorized for issue by TDAM on August 12, Basis of Presentation and Adoption of International Financial Reporting Standards ( IFRS ) These financial statements have been prepared in compliance with IFRS as published by the International Accounting Standards Board ( IASB ). The Fund has adopted this basis of accounting effective June 1, 2014 as required by Canadian securities legislation and the Canadian Accounting Standards Board. Previously, the Fund prepared its financial statements in accordance with Canadian generally accepted accounting principles as defined in Part V of the Chartered Professional Accountant Handbook ( Canadian GAAP ). The Fund has consistently applied the accounting policies used in the preparation of its opening IFRS Statement of Financial Position at June 1, 2013 and throughout all periods presented, as if these policies had always been in effect. These financial statements 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 ). Note 9 discloses the impact of the transition to IFRS on the Fund s reported financial position, financial performance and cash flows, including the nature and effect of significant changes in accounting policies from those used in the Fund s financial statements for the year ended May 31, 2014 prepared under Canadian GAAP. 3. Summary of Significant Accounting Policies (I) FINANCIAL INSTRUMENTS The Fund recognizes financial instruments at fair value upon initial recognition, plus transaction costs in the case of financial instruments not measured at FVTPL. Regular way purchases and sales of financial instruments are recognized at their trade date. The Fund s non-derivative investments, which are designated at FVTPL, and derivative assets and liabilities, which are classified as held for trading ( HFT ), are, measured at FVTPL. The Fund has determined that it meets the definition of an investment entity and as a result, it measures 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 Fund has made in determining that it meets this definition is that fair value is the primary measurement attribute used to measure and evaluate the performance of substantially all of its investments. The Fund s investments may also include associates and joint ventures which are designated 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 Fund s 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 Fund s only con - tractual obligation. Consequently, the Fund s outstanding redeemable shares are classified as financial liabilities in accordance with the require - ments of International Accounting Standards ( IAS ) 32, Financial Instruments: Presentation ( IAS 32 ). The Fund s obligations for Net Assets Attributable to Holders of Redeemable Shares are presented at their redemption amount. The Fund s accounting policies for measuring the fair value of its investments and derivatives are substantially similar to those used in measuring its 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 day, 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. 11

13 nnotes to the Financial Statements As at all dates presented, there were no differences between the Fund s NAV per series share and net assets per series share. (II) FAIR VALUE MEASUREMENT OF INVESTMENTS 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 Fund uses 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 Fund s policy is to recognize transfers into and out of the fair value hierarchy levels as of the date of the event or change in circumstances giving rise to the transfer. The valuation methodology for specific types of investments held by the Fund is summarized below. (a) Investments in underlying funds are generally valued at the NAV per series unit of the underlying funds as reported by the underlying funds managers. (b) The exchange-traded funds ( ETF ) are valued based on quoted market prices at the close of trading on the reporting date. (c) Short-term debt instruments are valued based on quotations received from recognized investment dealers. (d) The Fund may use foreign exchange forward contracts to hedge against or profit from fluctuations in foreign exchange rates. These contracts are valued based on the difference between the contract rates and current market rates for the foreign currency at the measurement date. The 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. (III) 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 (including ETF) in which the Fund invests are unconsolidated structured entities. In making this determination, TDAM evaluated the fact that decision making about the underlying funds activities are generally not governed by voting or similar rights held by the Fund and other investors in any underlying funds. The Fund invests in underlying funds whose investment objectives range from achieving short- to long-term income and capital growth potential. Underlying funds may use leverage in a manner consistent with their respective investment objectives and as permitted by Canadian securities regulatory authorities. Underlying funds finance their operations by issuing redeemable units which are puttable at the holder s option and entitles the holder to a proportionate stake in the respective fund s net assets. The Fund s interests in underlying funds as at and 2014 and June 1, 2013, held in the form of redeemable units, are included at their fair value in the Statements of Financial Position, which represent the Fund s maximum exposure in these underlying funds. The Fund does not provide and has not committed to provide any additional significant financial or other support to the underlying funds. The change in fair value of each of the underlying funds during the periods is included in Net Change in Unrealized Appreciation (Depreciation) in the Statements of Comprehensive Income in Net Gain (Loss) on Investments. Additional information on the Fund s interest in underlying funds, where applicable, is provided in Section (G) of the Fund-Specific Notes to the Financial Statements. (IV) OFFSETTING FINANCIAL ASSETS AND LIABILITIES Financial assets and liabilities are offset and the net amount reported in the Statements of Financial Position where the Fund has 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 Fund 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 Section (H) of the Fund-Specific Notes to the Financial Statements. (V) TRANSLATION OF FOREIGN CURRENCIES The Fund s functional currency, as disclosed in Section (A) of 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 trans - actions occur. 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 and losses on the sale of investments are included in Net Realized Gain (Loss). Unrealized foreign exchange gains and losses on investments held are included in Net Change in Unrealized Appreciation (Depreciation). Realized and unrealized foreign exchange gains and losses relating to cash are presented as Foreign Exchange Gain (Loss) on Cash in the Statements of Comprehensive Income. (VI) CASH Cash is comprised of deposits with financial institutions. Bank overdrafts are shown under current liabilities in the Statements of Financial Position. (VII) RECEIVABLE FOR INVESTMENT SOLD/PAYABLE FOR INVESTMENT PURCHASED Receivables for Investments Sold and Payables for Investments Purchased represent trades that have been contracted for but not yet settled or delivered on the Statements of Financial Position dates. (VIII) IMPAIRMENT OF FINANCIAL ASSETS At each reporting date, the Fund assesses whether there is objective evidence that a financial asset at amortized cost is impaired. If such evidence exists, the Fund recognizes 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 12

14 nnotes to the Financial Statements 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 was recognized. (IX) INCOME RECOGNITION Interest for Distribution Purposes as shown on the Statements of Comprehensive Income includes interest income from cash and the coupon interest on debt instruments accounted for on an accrual basis. Interest Receivable is shown separately in the Statements of Financial Position based on the debt instruments stated rates of interest. The Fund does not amortize premiums paid or discounts received on the purchase of debt securities except for zero coupon bonds which are amortized on a straight line basis. Dividends are recognized as income on the ex-dividend date. Distributions received from any underlying funds in the form of interest, foreign income and related withholding taxes, Canadian dividends, return of capital and realized capital gains are recognized when declared. (X) SECURITIES LENDING AND COLLATERAL HELD The Fund 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 earned. The fair value of the securities loaned and fair value of collateral held is determined daily. Aggregate securities on loan and related collateral held by the Fund are provided in Section (D) of the Fund-Specific Notes to the Financial Statements. (XI) INVESTMENT TRANSACTIONS AND TRANSACTION COSTS The cost of investments represents the amount paid for each security, and is determined on an average cost basis, excluding transaction costs. Realized and unrealized gains and losses from investment transactions are calculated on an average cost basis, excluding brokerage commissions and other trading expenses. Transaction costs, such as brokerage commissions, incurred by the Fund in the purchase and sale of investments at fair value are recognized in the Statements of Comprehensive Income in the period incurred. Commissions paid, where applicable, are described in Section (C) of the Fund-Specific Notes to the Financial Statements. No transaction costs are incurred when the Fund invests in underlying funds. However, the underlying funds investments may be subject to transaction costs. (XII) ALLOCATION OF INCOME AND EXPENSES, REALIZED AND UNREALIZED GAINS(LOSSES) Expenses are accrued on a daily basis separately for each series (excluding interest charges and portfolio transaction costs), while income, gains and losses are allocated to each series based on their respective Net Assets Attributable to Holders of Redeemable Shares. (XIII) VALUATION OF SERIES SHARES TDAM generally calculates the Net Assets Attributable to Holders of Redeemable Shares for each series of the Fund as at 4 p.m. Eastern Time on each day that the Toronto Stock Exchange is open for trading. However, in some unusual circumstances, the series NAV per share may be calculated at another time where it is in the best interests of shareholders to do so. The NAV is calculated, for processing purchase, switch, conversion or redemption orders of series shares, for each series of shares of the Fund by taking the series proportionate share of the Fund s common assets less that series proportionate share of the 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 Shares is determined by dividing the total NAV of each series of the Fund by the total number of shares of that series outstanding at the reporting date. (XIV) 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 period. (XV) ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED The final version of IFRS 9, Financial Instruments ( IFRS 9 ) was issued by the IASB in July 2014 and will replace IAS 39, Financial Instruments: Recognition and Measurement ( IAS 39 ). IFRS 9 introduces a model for classification and measurement, a single, forwardlooking 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, 2018, however it is available for early adoption. In addition, the own credit changes can be early applied in isolation without otherwise changing the accounting for financial instru ments. The Fund is in the process of assessing the impact of IFRS 9 and has not yet determined when it will adopt the new standard. 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 Fund has made in preparing the financial statements: (I) CLASSIFICATION AND MEASUREMENT OF INVESTMENTS AND APPLICATION OF THE FAIR VALUE OPTION In classifying and measuring financial instruments held by the Fund, TDAM is required to make significant judgments about whether or not the business of the Fund 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. 13

15 nnotes to the Financial Statements (II) INVESTMENT ENTITY In determining whether the Fund is an investment entity, TDAM may be required to make significant judgments about whether the Fund has the typical characteristics of an investment entity. The 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, the 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. 5. Redeemable Shares Each Fund class 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 Fund class 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, reflecting the extent of the investment advice provided. The management fee rates for the Fund and its various series are provided in Section (B) of the Fund-Specific Notes to the Financial Statements. Shares of the Fund, 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 purchase, switch, conversion or redemption order, respectively, is received by TDAM. Shares issued and outstanding represent the capital of the Fund. The Fund does not have any specific capital requirements on the subscription and redemption of shares, other than minimum subscription require - ments. Changes in the Fund s capital during the period are reflected in the Statements of Changes in Net Assets Attributable to Holders of Redeemable Shares. TDAM is responsible for managing the capital of the Fund in accordance with its investment objectives and in managing its liquidity in order to meet redemption requests as discussed in Note Related Party Transactions (I) INTEREST IN UNDERLYING FUNDS The Fund may hold series of units of other funds managed by TDAM. Information on the Fund s interest in underlying funds, where applicable, is provided in Section (G) of the Fund-Specific Notes to the Financial Statements. (II) SEED CAPITAL TDAM has contributed a nominal amount to certain series of shares of the Fund as seed capital. The contribution by TDAM, where applicable, is provided in Section (A) of the Fund-Specific Notes to the Financial Statements. (III) 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 of the Fund 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 duplica tion of management fees. The maximum management fee is the maximum fee that can be charged to each series share of the Fund according to the simplified prospectus. TDAM may charge a management fee that is less than the management fee TDAM is other - wise entitled to charge each series of shares of the Fund. The actual management fee is the annual ized fee that was charged for the reporting period. TDAM may charge the maximum management fee without notice to shareholders. Actual and maximum management fees for each series of the Fund are provided in Section (B) of the Fund-Specific Notes to the Financial Statements. (IV) ADMINISTRATION FEES In consideration for paying certain operating expenses, TDAM receives a specified administration fee for the Investor Series Shares and Advisor Series Shares, except for TD Short Term Investment Class. The administration fee is calculated and accrued on a daily basis for each series share based on the NAV of that series shares of the Fund and is paid monthly. Annual administration fees for each series of the Fund, where applicable, are provided in Section (B) of the Fund-Specific Notes to the Financial Statements. (V) OPERATING EXPENSES The Fund is responsible for other operating expenses ( Other Class Costs ) associated with all taxes, borrowing, directors fees, the Independent Review Committee ( IRC ) and compliance with any new governmental and regulatory requirements. The Fund also pays applicable goods and services tax and harmonized sales tax on management fees, administration fees and certain operating expenses based on the province or territory of residence of the shareholder in each series of the Fund. TDAM, at its discretion, may waive or absorb a portion of the operating expenses otherwise payable by the Fund. These waivers or absorptions may be terminated at any time without notice. The amount of expenses waived or absorbed for the Fund is disclosed in the Statements of Comprehensive Income as Waived Expenses, where applicable. 14

16 nnotes to the Financial Statements (VI) IRC TDAM is responsible for management of the Fund s investment portfolio, including the making of decisions relating to the investment of the Fund s assets. TDAM has established an IRC in respect of the Fund and the underlying funds managed by TDAM. The IRC acts as an impartial and independent committee to review and provide recommendations or, if appropriate, approvals respecting any transactions in which TDAM may have a conflict of interest. The IRC has approved standing instructions to permit the Fund and/or underlying funds managed by TDAM to enter into the following securities transactions: (a) trades in securities of TD or any affiliate or associate thereof; (b) 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; (c) purchases or sales of securities of an issuer from or to another investment fund or discretionary managed account managed by TDAM; and (d) purchases of securities from or sales of securities to a Related Dealer, where it acted as principal. The relevant standing instructions require that securities transactions with related parties conducted by TDAM (i) are free from any influence by an entity related to TDAM and without taking into account any consideration relevant to an entity related to TDAM; (ii) represent the business judgment of TDAM uninfluenced by considerations other than the best interests of the Fund and/or underlying funds; (iii) comply with the applicable policies and procedures of TDAM; and (iv) achieve a fair and reasonable result for the Fund and underlying funds. (VII) 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 Fund for the periods ended May 31, where applicable, are disclosed in Section (C) of 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 Fund 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 Section (C) of the Fund-Specific Notes to the Financial Statements. Certain underlying funds have incurred brokerage commissions, a portion of which may have been received by the underlying funds investment advisers in the form of investment or research services soft dollars. Such amounts for each of the underlying funds are disclosed in the underlying funds financial statements, where ascertainable. 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 net 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 net realized 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 and foreign income are taxed at normal corporate rates applicable to mutual fund corporations and can be reduced by permitted deductions for tax purposes. 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 dividends received from other Canadian corporations to the extent that they are declared and paid to its shareholders. 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 not be paid. Income tax of 33 1/3% under Part IV of the Tax Act, is refundable at a rate of $1 for every $3 of taxable dividends (other than capital gains dividends) paid to the Corporation s shareholders. In addition, the Corporation will pay out capital gains dividends, if necessary, 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. As a result of the capital gains refund mechanism and Part IV tax refunds, the Corporation recovers any Canadian income taxes paid in respect of its taxable capital gains and taxable dividends received from taxable Canadian Corporations. The Corporation had sufficient expense to offset other income such that the Corporation would not be subject to Part I tax on other income. As a result, the Corporation did not record any provision for such income taxes. 15

17 nnotes to the Financial Statements As of, the Corporation has accumulated non-capital losses available for utilization against net income for tax purposes in future years. Non-capital losses, as listed below, can be carried forward up to twenty years. The tax benefit of the non-capital losses has not been reflected in the financial statements as a Future Income Tax Asset because of the uncertainty as to whether such Deferred Income Tax Asset would be realized. Non-Capital Losses (by year of expiry) (000s) 2031 $ ,321 As of the Corporation has no capital losses. The Fund currently incurs withholding taxes imposed by certain countries on investment income and capital gains. Such income and gains are recorded on a gross basis and the related withholding taxes are reported as Tax Reclaims (Withholding Taxes) in the Statements of Comprehensive Income. 8. Financial Risks (I) Risk Factors The Fund is exposed to a variety of financial risks: market risk (including interest rate risk, currency risk, and other price risk), credit risk, liquidity risk and concentration risk. All investments present a risk of loss of capital. TDAM seeks to reduce financial risks by employing experienced portfolio advisers who invest within the limits as outlined in the Fund s investment objectives and investment strategies and applicable TDAM policies and procedures (collectively referred to as Investment Restrictions ). Investment Restrictions are designed for the Fund s exposure to be prudently diversified across geography, sector and issuer, as applicable. TDAM Risk Management uses a compliance monitoring system to independently monitor the Fund s Investment Restrictions and implemen ted an escalation process for exceptions, where warranted. TDAM Risk Management conducts regular reviews of the Fund s exposure using detailed risk reports and, where appropriate, holds meetings with the TDAM portfolio advisers to discuss the underlying funds portfolio positioning and risk reports. The TDAM Investment Performance Oversight Committee meets as required to review the underlying funds management style, processes and fund statistics, including performance and levels of risk. (A) INTEREST RATE RISK Interest rate risk arises from the possibility that changes in interest rates will affect the future cash flows or the fair value of interest-bearing investments. The Fund may have exposure to indirect interest rate risk through interest-bearing financial instruments held by the underlying funds. Underlying funds exposure to interest rate risk is concentrated in their investments in debt instruments (such as bonds and debentures) and interest rate derivative instruments, if any. Short-term investments, currencies and other assets and liabilities held by the Fund and the underlying funds are short-term in nature and/or non-interest bearing and not subject to significant amounts of risk due to fluctuations in the prevailing levels of market interest rates unless there are very significant interest rate shocks. A Fund s direct exposure and/or its indirect exposure, where it invests in a single underlying fund, its direct and/or indirect exposure to interest rate risk, where significant, is disclosed in Section (E) of the Fund-Specific Notes to the Financial Statements. Where applicable, the portfolio adviser reviews the Fund s overall interest rate sensitivity as part of the investment management process. (B) CURRENCY RISK Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. The Fund may hold assets denominated in currencies other than its functional currency, which is the Canadian dollar. The Fund is therefore exposed to currency risk, as the value of the securities denominated in other currencies will fluctuate due to changes in the foreign exchange rates of those currencies in relation to the Fund s functional currency. Where the Fund invests in any underlying funds, it is exposed to indirect currency risk in the event that the underlying funds invest in financial instruments that are denominated in a currency other than the underlying funds functional currency. The Fund may also enter into foreign exchange forward contracts for hedging purposes to reduce its foreign currency exposure or to establish exposure to foreign currencies. A Fund s direct and/or indirect exposure for a Fund with an investment in a single underlying fund to currency risk, where significant, is disclosed in Section (E) of the Fund-Specific Notes to the Financial Statements. (C) OTHER PRICE RISK Other price risk is the risk that securities will fluctuate in value because of changes in market prices (other than those arising from interest rate risk or currency risk). TDAM seeks to reduce this risk through its Investment Restrictions. The Fund s direct and/or indirect exposure to other price risk, where applicable, is disclosed in Section (E) of the Fund-Specific Notes to the Financial Statements. If the Fund invests in underlying funds, it is exposed to indirect other price risk in the event that the underlying funds invest in securities that trade in a market. (D) CREDIT RISK Credit risk is the risk that one party to a financial instrument will cause a financial loss to the other party by failing to discharge an obligation. Where applicable, the Fund s main credit risk concentration is in debt securities and derivative instruments it holds. The Fund s exposure to credit risk is the risk that an issuer of debt securities or a counterparty to derivative instruments will be unable to pay amounts in full when due. All transactions in listed securities are settled or paid for upon delivery using approved brokers. The risk of default with a broker is considered minimal, as delivery of securities sold is only made once the broker has received payment. Payment is made on a purchase once the securities have been received by the broker. The trade will fail if either party fails to meet its obligation. The Fund is exposed indirectly to credit risk if it invests in underlying funds in the event that the underlying funds invest in debt instruments and derivatives. 16

18 nnotes to the Financial Statements The Fund and the underlying funds only buy and hold short-term notes with a minimum R1-Low credit rating by Dominion Bond Rating Service ( DBRS ) or an equivalent rating from another recognized credit rating agency. The credit risk from the use of counterparties for foreign exchange forward contracts is, where applicable, minimized by: (i) using counterparties with a minimum credit rating of A by Standard & Poor s ( S&P ) or an equivalent rating from another recognized credit rating agency; (ii) limiting the term of the foreign exchange forward contracts to a maximum of 365 days; and, (iii) limiting the mark-to-market exposure to any one counterparty to 10 percent of the portfolio value. A Fund s direct exposure and/or its indirect exposure, where it invests in a single underlying fund, its direct and/or indirect exposure to shortterm notes, derivatives and debt instruments, where applicable, are disclosed by ratings categories in Section (E) of the Fund-Specific Notes to the Financial Statements. The Fund may also engage in securities lending transactions with counterparties that have a minimum credit rating of A by S&P or an equivalent rating from another credit agency. The value of cash or securities held as collateral by the Fund in connection with these transactions is at least 102 percent of the fair value of the securities loaned. The collateral and loaned securities are marked to market on each business day. The Fund s direct exposure to security lending transactions, where applicable, is disclosed in Section (D) of the Fund- Specific Notes to the Financial Statements. Where applicable, the portfolio adviser reviews the Fund s credit positions as part of the investment management process. (E) LIQUIDITY RISK Liquidity risk is defined as the risk that the Fund may not be able to settle or meet its obligations on time or at a reasonable price. The Fund is exposed to daily cash redemptions of redeemable shares. Shares are redeemable on demand at the then current NAV per series share at the option of shareholders. As required by applicable securities legislation, the Fund maintains at least 85 percent of its assets in liquid investments (i.e., investments that are traded in active markets and can be readily disposed of). The underlying funds invest the majority of their invest - ments in instruments that are traded in an active market and can be readily disposed of. In addition, the Fund retains sufficient cash and cash equivalents to maintain liquidity, and has the ability to borrow up to 5 percent of its NAV for the purpose of funding redemptions. The con - tractual maturities analysis for the Fund s financial liabilities is disclosed in Section (E) of the Fund-Specific Notes to the Financial Statements. (F) CONCENTRATION RISK Concentration risk arises as a result of the concentration of exposures within the same category, whether it is geographical location, product type, industry sector or counterparty type. The Fund s concentration risk is disclosed in Section (F) of the Fund-Specific Notes to the Financial Statements. (II) Fair Value Hierarchy The Fund classifies its investment 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, receivable for investments sold, subscriptions receivable, interest receivable, payable for investments purchased, redemptions payable, distributions payable, accrued liabilities and the Fund s obligation 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 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. TDAM has set up a Fair Value Committee to oversee the performance of the fair value instruments included in the financial statements of the Fund, including Level 3 measurements. The committee meets regularly to perform detail reviews of the valuations of investments held by the Fund. The classification of the Fund s financial instruments within the fair value hierarchy as at and 2014 and June 1, 2013, and any transfers between levels during the period as a result of changes in the lowest level input that is significant to the fair value measurement are disclosed in Section (E) of the Fund-Specific Notes to the Financial Statements, where applicable. 17

19 nnotes to the Financial Statements 9. Transition to IFRS The effect of the Fund s transition to IFRS is summarized in this note as follows: (I) Transition Elections The only voluntary exemption adopted by the Fund upon transition was the ability to designate a previously recognized financial asset or financial liability at FVTPL upon transition to IFRS. All financial assets designated at FVTPL upon transition were previously carried at fair value under Canadian GAAP as required by Accounting Guideline 18, Investment Companies. (II) Statement of Cash Flows Under Canadian GAAP, the Fund was exempt from providing a Statement of Cash Flows. IAS 1 Presentation of Financial Statements requires that a complete set of financial statements include a Statement of Cash Flows for the current and comparative periods, without exception. (III) Reconciliation of equity and comprehensive income as previously reported under Canadian GAAP to IFRS (A) CLASSIFICATION OF REDEEMABLE SHARES ISSUED BY THE FUND Under Canadian GAAP, the Fund accounted for its redeemable shares as equity. Under IFRS, IAS 32 requires that units or shares of an entity which include a contractual obligation for the issuer to repurchase or redeem them for cash or another financial asset be classified as financial liabilities. The Fund s shares do not meet the criteria in IAS 32 for classification as equity and therefore, have been reclassified as financial liabilities on transition to IFRS. (B) REVALUATION OF INVESTMENTS AT FVTPL Under Canadian GAAP, the Fund measured the fair values of its investments in accordance with Section 3855, Financial Instruments Recognition and Measurement, which required the use of bid prices for long positions and ask prices for short positions, to the extent such prices are available. Under IFRS, the Fund measures the fair values of its investments using the guidance in IFRS 13, Fair Value Measurement ( IFRS 13 ), which requires that if an asset or a liability has a bid price and an ask price, then its fair value is to be based on a price within the bid-ask spread that is most representative of fair value. It also allows the use of mid-market pricing or other pricing conventions that are used by market participants as a practical expedient for fair value measure - ments within a bid-ask spread. There were no changes in the value of the Fund s investments as at and 2014 and June 1, 2013 or for the periods ended and 2014, consequently there were no differences between equity and comprehensive income reported previously under Canadian GAAP and currently reported under IFRS. (C) RECLASSIFICATION ADJUSTMENTS In addition to the measurement adjustments noted above, the Fund reclassified certain amounts upon transition in order to conform to its financial statement presentation under IFRS. Under Canadian GAAP, the Fund presented withholding taxes by netting them against income, whereas they have been reclassified and presented separately as Tax Reclaims (Withholding Taxes) under IFRS. (IV) Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Shares Per Series Share Under Canadian GAAP the Fund calculated the Increase (Decrease) in Net Assets from Investment Operations Per Share reported in the Statements of Investment Operations for the period by aggregating each valuation day s Increase (Decrease) in Net Assets from Investment Operations attributed to the series of shares divided by the number of that series shares outstanding on that date. Under IFRS, 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 for the Period Per Series. As a result of the change in the calculation methodology, the Increase (Decrease) in Net Assets Attributable to Holders of Redeemable Shares Per Series Share for the Fund may have changed from the amounts previously reported under Canadian GAAP and where applicable, these changes and their impact on the amounts previously reported under Canadian GAAP are provided in Section (I) of the Fund-Specific Notes to the Financial Statements. The most recent financial statements of any applicable underlying funds are available, without charge, by writing to: TD Mutual Funds Corporate Class Ltd. c/o TD Asset Management Inc. P.O. Box Wellington Street West TD Bank Tower Toronto-Dominion Centre Toronto, Ontario M5K 1G8 Currency code used throughout the report: Currency Code CAD USD Description Canadian Dollar United States Dollar 18

20 FTSE TMX Global Debt Capital Markets Inc. ( FTDCM ), FTSE International Limited ( FTSE ), the London Stock Exchange Group companies (the Exchange ) or TSX INC. ( TSX and together with FTDCM, FTSE and the Exchange, the Licensor Parties ). The Licensor Parties make no warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the index/indices ( the Index/Indices ) and/or the figure at which the said Index/Indices stand at any particular time on any particular day or otherwise. The Index/Indices are compiled and calculated by FTDCM and all copyright in the Index/Indices values and constituent lists vests in FTDCM. The Licensor Parties shall not be liable (whether in negligence or otherwise) to any person for any error in the Index/Indices and the Licensor Parties shall not be under any obligation to advise any person of any error therein. TMX is a trade mark of TSX Inc. and is used under licence. FTSE is a trade mark of the London Stock Exchange Group companies and is used by FTDCM under licence. Each TD Mutual Funds Corporate Class Fund is a class of TD Mutual Funds Corporate Class Ltd. TD Mutual Funds, TD Pools, TD Emerald Funds and the classes of TD Mutual Funds Corporate Class Ltd. are managed by TD Asset Management Inc., a wholly-owned subsidiary of The Toronto-Dominion Bank. Epoch Investment Partners, Inc. ( Epoch ) is a wholly-owned subsidiary of The Toronto-Dominion Bank and an affiliate of TD Asset Management. TD Asset Management operates in Canada through TD Asset Management Inc. and in the U.S. through TDAM USA Inc. All trademarks are the property of their respective owners. The TD logo and other trade-marks are the property of The Toronto-Dominion Bank. 19