The Toronto-Dominion Bank (TD) 424B3 Prospectus supplement

0000947263TORONTO DOMINION BANKEX-FILING FEEStrue5.146% Non-Viability Contingent Capital Subordinated Notes due 20340000.00014760.000 0000947263 2024-09-05 2024-09-05 0000947263 1 2024-09-05 2024-09-05 0000947263 2 2024-09-05 2024-09-05 iso4217:USD xbrli:pure xbrli:shares

Exhibit 107

Calculation of Filing Fee Table

424B3

(Form Type)

The Toronto-Dominion Bank

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee (1)
Fees  Previously  Paid (1)	Debt	5.146% Non-Viability Contingent Capital Subordinated Notes due 2034	Rule 457(o)	US$ 1,000,000,000	100.000%	US$ 1,000,000,000	$ 147.60 per $1,000,000	US$	147,600
(1)	Equity	Common Shares (2)	Rule 457(o)	(2)	(2)	(2)	(3)		(3)
Total Offering Amounts						US$ 1,000,000,000		US$	147,600
Total Fees Previously Paid (1)								US$	5,389,632.44
Total Fee Offsets									—
Net Fee Due								US$	0

(1) The prospectus supplement to which this Exhibit is attached is a final prospectus and relates to the non-automatic shelf registration statement on Form F-3 (File No. 333-262557) filed by the Registrant for the sale of u p to US$75,0 00,000,000 of the Registrant’s securities, which became effective on March 4, 2022 (the “Registration Statement”).

Pursuant to Rule 415(a)(6) under the Securities Act of 1933, as amended (the “Securities Act”), th

e US$7

5,000,000,000 of securities covered by the Registration Statement includes (i) US$12,680,891,755 aggregate principal amount or offering price of the Registrant’s senior debt securities that were unsold as of March 3, 2022 (the “Unsold Securities”) that were previously registered by the Registrant on the registration statement on Form

F-3

under the Securities Act (File

No. 333-231751)

filed on June 18, 2019 (the “2019

F-3

Registration Statement”) and (ii) US$199,872,800 aggregate principal amount or offering price of the Registrant’s warrants that were unsold as of March 3, 2022 (the “Unsold Warrants”) that were previously registered by the Registrant on the registration statement on Form

F-3

under the Securities Act (File

No. 

333-239012

)

filed on July 10, 2020 (the “2020

F-3

Registration Statement”). Pursuant to Rule 415(a)(6) under the Securities Act, the filing fees previously paid in connection with the Unsold Securities and the Unsold Warrants were applied to the Unsold Securities and Unsold Warrants that were carried forward to the Registration Statement.

On February 7, 2022, the Registrant pai

d US$5,3

72,520.17 in connection with the filing of the Registration Statement and o

n March 4, 2022, the R

egistrant paid a net registration fee of US$17,112.27. Such prior registration fees were estimated solely to calculate the registration fee in accordance with Rule 457(o), based on the proposed maximum aggregate offering price, under the Securities Act.

Prior to the offering to which the prospectus supplement relates, US$42,350,000,000 of securities have been issued under the Registration Statement.

(2) Includes an indeterminate number of common shares (the “Common Shares”) of The Toronto-Dominion Bank issuable upon conversion of the 5.146% Non-Viability Contingent Capital Subordinated Notes due 2034 (the “Notes”).

(3) Pursuant to Rule 457(i) under the Securities Act, no separate registration fee is required for the Common Shares issuable upon conversion of the Notes because no additional consideration will be received in connection with the conversion of the Notes.