Exhibit 99.6
Consent of Independent
Registered Public
Accounting Firm
We consent to the reference
to our Firm under
the caption “Experts”, which appears
in the Annual Information
Form in Exhibit 99.1, and to the use in
this Annual
Report on Form 40-F/A of our reports dated
December 4, 2024, with respect to the
consolidated balance sheets of The Toronto-Dominion Bank (the “Bank”)
as
of October 31, 2024 and 2023, and the
consolidated statements of income, comprehensive
income, changes in equity and cash flows
for the two-year period
ended October 31,
2024, and the
effectiveness of internal
control over
financial reporting
of the Bank as
of October 31, 2024.
We also
consent to
the incorporation
by reference
of our
reports dated
December 4,
2024 in
the following
Registration Statements of the Bank:
1)
Registration Statement
(Form F-3 No.
333-83232),
2)
Registration Statement
(Form F-3 No.
333-262557),
3)
Registration Statement
(Form S-8 No.
333-101026),
4)
Registration Statement
(Form S-8 No.
333-116159),
5)
Registration Statement
(Form S-8 No.
333-120815),
6)
Registration Statement
(Form S-8 No.
333-142253),
7)
Registration Statement
(Form S-8 No. 333-150000),
8)
Registration Statement
(Form S-8 No.
333-167234),
9)
Registration Statement
(Form S-8 No.
333-169721),
10)
Registration Statement
(Form S-8 No. 333-263318),
and
11)
Registration Statement
(Form S-8, No.
333-275850).
/s/Ernst & Young LLP
Chartered Professional
Accountants
Licensed Public Accountants
Toronto, Canada
