TD Commercial Banking's USBBS Cash Manager Service helps your U.S. incorporated company invest surplus balances easily, yet provides you with instant liquidity and simplified tracking of transactions. TD Commercial Banking will link your New York domiciled USBBS Checking Account to your choice of available U.S. money market mutual funds.

From then on, you conduct your company's banking as usual. TD Commercial Banking will monitor the balance in your checking account and automatically purchase or redeem shares from your investment account to maintain an established threshold balance in your checking account.

Important - Please Read Carefully

Investors should consider the fund’s investment objectives, risks and charges and expenses carefully before investing. This and other information regarding the fund is included in the prospectus which may be obtained by calling 1-800-768-2836. Please read it carefully prior to investing. Mutual Funds are NOT deposits or other obligations of The Toronto-Dominion Bank and are not guaranteed by TD Bank. Investments in the Funds are not insured or guaranteed by the U.S. Federal Deposit Insurance Corporation or under the Canadian Deposit Insurance Corporation Act or any other U.S. or Canadian governmental agency or instrumentality. Investments in mutual funds involve risk, including possible loss of principal amount. Although the Funds seek to preserve the value of your investment at $1 per share, it is possible to lose money by investing in the Funds.

Key Benefits

• Idle balances are put to work automatically with little or no effort on the part of the company. The entire process is fully automatic thereby providing you with more time to focus on more important business issues.
• You continue to use your regular USBBS Checking Account for day to day banking activity.
• TD Commercial Banking's internet USBBS WebLink service can be used to monitor daily transfer activity posted to your checking account, as well as the balance in your Cash Manager Investment Account.
• Overdrafts in your checking account are automatically covered as long as sufficient value exists in your money market account.

• Your USBBS Checking Account statement will detail all transfers to and from your investment account. In addition you will receive a monthly statement for your investment account that will detail your net balance, the purchase and redemption of shares and the interest earned during the previous month. Checking activity is posted to your USBBS Checking Account as usual, so there's no need to forecast disbursement activity. All transfers can be monitored through USBBS WebLink.
• You choose the money market fund that best suits your needs. Your TD Commercial Banking Relationship Manager will provide you with a list of the available funds. All of the funds are offered by a major U.S. national mutual fund group. As with any investment you should read the prospectus carefully before making an investment decision as there is no assurance that the funds will maintain a net asset value of $1.00 per share. Past performance may not be repeated.
• Although you can link your USBBS Checking Account to only one fund, you may change money market funds by contacting your TD Commercial Banking Relationship Manager.
• Monthly dividends are credited to your investment account on the first business day of the following month and automatically reinvested in the fund.

For more information contact a Relationship Manager
at the Commercial Banking Centre nearest you!