Transaction Details

Footnotes

The 467 Variable Rate Demand Preferred Shares reported as disposed of in Table I represent Variable Rate Demand Preferred Shares of the Issuer (the "VMTP Shares") that were beneficially owned by Toronto Dominion Investments, Inc. ("TDI"). The VMTP Shares were disposed of as a result of a redemption by the Issuer for a redemption price of $ $100,107.42467 per share (which includes a liquidation preference of $100,000.00 per share and accrued dividends of $107.42467 per share). TDI is a wholly owned indirect subsidiary of The Toronto-Dominion Bank ("TD Bank"). | This statement is jointly filed by TD Bank, TDI, Toronto Dominion Holdings (U.S.A.), Inc. ("TDH"), and TD Group US Holdings LLC ("TD GUS"). The VMTP Shares are owned directly by TDI. Toronto Dominion Holdings (U.S.A.), Inc. ("TDH") is the sole owner of TDI and TD Group US Holdings LLC ("TD GUS") is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS hold an indirect interest in the VMTP Shares by virtue of their ownership of TDI. | Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.