sc13dza

0000950123-09-052742.txt : 20091023 0000950123-09-052742.hdr.sgml : 20091023 20091023161304 ACCESSION NUMBER: 0000950123-09-052742 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091023 DATE AS OF CHANGE: 20091023 GROUP MEMBERS: J. JOE RICKETTS 1996 DYNASTY TRUST GROUP MEMBERS: MARLENE M. RICKETTS GROUP MEMBERS: MARLENE M. RICKETTS 1994 DYNASTY TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TD AMERITRADE HOLDING CORP CENTRAL INDEX KEY: 0001173431 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 820543156 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78863 FILM NUMBER: 091134769 BUSINESS ADDRESS: STREET 1: 4211 SOUTH 102ND STREET CITY: OMAHA STATE: NE ZIP: 68127 BUSINESS PHONE: 4023317856 MAIL ADDRESS: STREET 1: 4211 SOUTH 102ND STREET CITY: OMAHA STATE: NE ZIP: 68127 FORMER COMPANY: FORMER CONFORMED NAME: AMERITRADE HOLDING CORP DATE OF NAME CHANGE: 20020917 FORMER COMPANY: FORMER CONFORMED NAME: ARROW STOCK HOLDING CORP DATE OF NAME CHANGE: 20020514 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RICKETTS J JOE CENTRAL INDEX KEY: 0001053120 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O AMERITRADE HOLDING CORP STREET 2: 4211 SOUTH 102ND ST CITY: OMAHA STATE: NE ZIP: 68127 SC 13D/A 1 c54171sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5 )*

TD AMERITRADE Holding Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

872364Y108

(CUSIP Number)


J. Joe Ricketts Marlene M. Ricketts TD AMERITRADE Holding Corporation 4211 South 102^nd Street Omaha, Nebraska 68127

with a copy to:
Brian T. May
Mayer Brown LLP
350 South Grand Avenue, 25th Floor
Los Angeles, California 90071
(213) 229-9500

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

October 20, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		872364Y108		Page		2		of		9

NAMES OF REPORTING PERSONS:

J. Joe Ricketts

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

SOLE VOTING POWER:

NUMBER OF

56,736,094

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

56,736,094

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

56,874,667

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

þ¹

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

9.7%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


¹		Based on the provisions relating to voting agreements and the grant of proxies contained in the Stockholders Agreement (as defined herein), the Reporting Persons may be deemed to share voting power over the shares beneficially owned by the TD Entities (as defined herein). Based on information set forth in the recitals to the Limited Waiver described herein, as of September 24, 2009, the TD Entities beneficially owned, in the aggregate, 264,719,287 shares of Common Stock representing approximately 45.1% of the outstanding shares of Common Stock. The Reporting Persons disclaim beneficial ownership of all shares held by the TD Entities. However, as described in response to Item 6 of the Original Statement (as defined herein), the Reporting Persons and the TD Entities acknowledge that they constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) with respect to TD AMERITRADE.


CUSIP No.		872364Y108		Page		3		of		9

NAMES OF REPORTING PERSONS:

Marlene M. Ricketts

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

SOLE VOTING POWER:

NUMBER OF

14,214,050

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

14,214,050

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

14,214,050

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

þ²

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

2.4%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


²		Based on the provisions relating to voting agreements and the grant of proxies contained in the Stockholders Agreement, the Reporting Persons may be deemed to share voting power over the shares beneficially owned by the TD Entities. Based on information set forth in the recitals to the Limited Waiver described herein, as of September 24, 2009, the TD Entities beneficially owned, in the aggregate, 264,719,287 shares of Common Stock representing approximately 45.1% of the outstanding shares of Common Stock. The Reporting Persons disclaim beneficial ownership of all shares held by the TD Entities. However, as described in response to Item 6 of the Original Statement, the Reporting Persons and the TD Entities acknowledge that they constitute a “group” for purposes of Section 13(d) of the Exchange Act with respect to TD AMERITRADE.


CUSIP No.		872364Y108		Page		4		of		9

NAMES OF REPORTING PERSONS:

J. Joe Ricketts 1996 Dynasty Trust

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

SOLE VOTING POWER:

NUMBER OF

8,186,688

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

8,186,688

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

8,186,688

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

þ³

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

1.4%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

OO - Trust


³		Based on the provisions relating to voting agreements and the grant of proxies contained in the Stockholders Agreement, the Reporting Persons may be deemed to share voting power over the shares beneficially owned by the TD Entities. Based on information set forth in the recitals to the Limited Waiver described herein, as of September 24, 2009, the TD Entities beneficially owned, in the aggregate, 264,719,287 shares of Common Stock, representing approximately 45.1% of the outstanding shares of Common Stock. The Reporting Persons disclaim beneficial ownership of all shares held by the TD Entities. However, as described in response to Item 6 of the Original Statement, the Reporting Persons and the TD Entities acknowledge that they constitute a “group” for purposes of Section 13(d) of the Exchange Act with respect to TD AMERITRADE.


CUSIP No.		872364Y108		Page		5		of		9

NAMES OF REPORTING PERSONS:

Marlene M. Ricketts 1994 Dynasty Trust

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

SOLE VOTING POWER:

NUMBER OF

8,186,112

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

8,186,112

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

8,186,112

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

þ⁴

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

1.4%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

OO - Trust


⁴		Based on the provisions relating to voting agreements and the grant of proxies contained in the Stockholders Agreement, the Reporting Persons may be deemed to share voting power over the shares beneficially owned by the TD Entities. Based on information set forth in the recitals to the Limited Waiver described herein, as of September 24, 2009, the TD Entities beneficially owned, in the aggregate, 264,719,287 shares of Common Stock, representing approximately 45.1% of the outstanding shares of Common Stock. The Reporting Persons disclaim beneficial ownership of all shares held by the TD Entities. However, as described in response to Item 6 of the Original Statement, the Reporting Persons and the TD Entities acknowledge that they constitute a “group” for purposes of Section 13(d) of the Exchange Act with respect to TD AMERITRADE.

This Amendment No. 5 hereby amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission on January 25, 2006 (the “Original Statement”) as amended by the Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on March 10, 2006, Amendment No. 2 to Schedule 13D filed with the SEC on August 16, 2006, Amendment No. 3 to Schedule 13D filed with the SEC on February 25, 2009 and Amendment No. 4 to Schedule 13D filed with the SEC on August 11, 2009 (as it may be amended from time to time hereafter, the “Statement”), in each case filed by the Reporting Persons with respect to the Common Stock, $0.01 par value (the “Common Stock”), of TD AMERITRADE Holding Corporation, a Delaware corporation (“TD AMERITRADE” or the “Issuer”). Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 5 shall have the respective meanings herein as are given to such terms in the Statement.

6 of 9

Item 4. Purpose of Transaction

Item 4 of the Statement is hereby amended and supplemented as follows:

On October 20, 2009, TD AMERITRADE, the TD Entities and the Reporting Persons executed a Limited Waiver to Stockholders Agreement (the “Limited Waiver”), effective as of September 29, 2009. Under the Stockholders Agreement and subject to the terms thereof, in the event the TD Entities beneficially own more than 45% of the outstanding shares of Common Stock, the TD Entities are required to take all action reasonably necessary to reduce their beneficial ownership of Common Stock to less than 45%. Based on information set forth in the recitals to the Limited Waiver, as of September 24, 2009, the TD Entities beneficially owned 45.1% of the outstanding shares of Common Stock. Under the Limited Waiver, the parties have agreed that the TD Entities shall not be required to reduce their beneficial ownership of the outstanding shares of Common Stock under the Stockholders Agreement until March 31, 2010, so long as the TD Entities’ beneficial ownership of such Common Stock does not exceed:

	•		45.1%; or

	•		45.4%, in the event TD AMERITRADE commences a stock buy-back plan prior to March 31, 2009, and such plan is the sole cause of an increase in the TD Entities’ beneficial ownership of Common Stock.

In no event shall the TD Entities exercise any voting rights with respect to the excess shares of Common Stock held by the TD Entities, except that, upon the request of the Company, the TD Entities shall cause such excess shares to be voted in the same proportion as the votes cast by all holders of Common Stock other than the TD Entities and the Reporting Persons.

Item 5. Interest in Securities of the Issuer

Item 5 of the Statement is hereby amended and restated in its entirety as follows:

(a) and (b) The following table sets forth the aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons individually and by all of the Reporting Persons together. The percentage of shares of Common Stock beneficially owned was determined based on 586,322,235 shares of Common Stock outstanding as of July 31, 2009 (as reported by TD AMERITRADE in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009). Each Reporting Person has the sole power to vote and dispose of the shares of Common Stock shown below as being held by such Reporting Person (except for J. Joe Ricketts, who does not have voting or dispositive power with respect to his 138,573 restricted stock units until such units fully vest).



Name	Number of Shares		Percent
J. Joe Ricketts⁽¹⁾		56,874,667		9.7	%
Marlene M. Ricketts⁽²⁾		14,214,050		2.4	%
J. Joe Ricketts 1996 Dynasty Trust⁽³⁾		8,186,688		1.4	%
Marlene M. Ricketts 1994 Dynasty Trust⁽⁴⁾		8,186,112		1.4	%
Total:		87,461,517		14.9	%


(1)		Shares of Common Stock owned by Mr. Ricketts consist of 56,396,022 shares held by Mr. Ricketts individually; 340,072 shares held in the J. Joe Ricketts IRA; and 138,573 restricted stock units. The shares do not include shares held by Marlene M. Ricketts, his spouse.

(2)		Shares of Common Stock owned by Mrs. Ricketts consist of 13,881,698 shares held by Mrs. Ricketts individually, and 332,352 shares held in the Marlene M. Ricketts IRA. The shares do not include shares held by J. Joe Ricketts, her spouse.

(3)		The trustees of the J. Joe Ricketts 1996 Dynasty Trust are the children of J. Joe Ricketts and Marlene M. Ricketts.

(4)		The trustees of the Marlene M. Ricketts 1994 Dynasty Trust are the children of J. Joe Ricketts and Marlene M. Ricketts.

Based on the provisions relating to voting agreements and the grant of proxies contained in the Stockholders Agreement, the Reporting Persons may be deemed to share voting power over the shares beneficially owned by the TD Entities. Based on information

7 of 9

set forth in the recitals to the Limited Waiver described herein, as of September 24, 2009, the TD Entities beneficially owned, in the aggregate, 264,719,287 shares of Common Stock representing approximately 45.1% of the outstanding shares of Common Stock. The Reporting Persons disclaim beneficial ownership of all shares held by the TD Entities. However, as described in response to Item 6 of the Original Statement, the Reporting Persons and the TD Entities acknowledge that they constitute a “group” for purposes of Section 13(d) of the Exchange Act with respect to TD AMERITRADE.

All information contained in the Statement relating to the TD Entities is based on information provided by the TD Entities in their most recent amendment to their report on Schedule 13D. While the Reporting Persons have no reason to believe that such information is inaccurate or incomplete, the Reporting Persons do not assume any responsibility for the accuracy or completeness of such information.

(c) None of the Reporting Persons has engaged in any transaction during the past 60 days in any shares of Common Stock except for Marlene M. Ricketts, who sold 1,725,790 shares of Common Stock from August 25, 2009 to August 27, 2009 under a written trading plan adopted pursuant to Rule 10b5-1 as follows:


Date of Disposition	Number of Shares		Average Price Per Share ($)
August 25, 2009		1,000,000	18.48
August 26, 2009		300,000	18.26
August 27, 2009		425,790	18.39

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Statement is hereby amended and supplemented as follows:

On October 20, 2009, TD AMERITRADE, the TD Entities and the Reporting Persons entered into the Limited Waiver. A description of the Limited Waiver is set forth under Item 4 above. While the Reporting Persons believe the above description covers the material terms of the Limited Waiver, it is qualified in its entirety by reference to the Limited Waiver, a copy of which is included as Exhibit 99.7 of this Statement and incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits

Item 7 of the Statement is hereby amended and supplemented to include the following Exhibit:

Exhibit 99.7. Limited Waiver to Stockholders Agreement by and among TD AMERITRADE, The Toronto-Dominion Bank, TD Discount Brokerage Holdings LLC, J. Joe Ricketts, Marlene M. Ricketts, the Marlene M. Ricketts 1994 Dynasty Trust and the J. Joe Ricketts 1996 Dynasty Trust, dated as of September 29, 2009.

8 of 9

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Date: October 23, 2009

/s/ J. Joe Ricketts

J. Joe Ricketts, individually

/s/ Marlene M. Ricketts

Marlene M. Ricketts, individually

J. JOE RICKETTS 1996 DYNASTY TRUST



By:	/s/ J. Peter Ricketts
	J. Peter Ricketts, trustee


MARLENE M. RICKETTS 1994 DYNASTY TRUST

By:	/s/ J. Peter Ricketts
	J. Peter Ricketts, trustee

9 of 9

EX-99.7 2 c54171exv99w7.htm EX-99.7 exv99w7

Exhibit 99.7

LIMITED WAIVER TO STOCKHOLDERS AGREEMENT

This LIMITED WAIVER TO STOCKHOLDERS AGREEMENT (this “Limited Waiver”) is made and entered into this 29^th day of September 2009 by and among TD AMERITRADE Holding Corporation (the “Company”), the stockholders of the Company listed on the signature pages hereto under the heading “R Parties” (collectively, the “R Parties”), The Toronto-Dominion Bank, a Canadian chartered bank (“TD Bank”), and TD Discount Brokerage Holdings LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of TD Bank (collectively with TD Bank, “TD”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Stockholders Agreement (defined below).

RECITALS

WHEREAS, the parties hereto are parties to that certain Stockholders Agreement, dated as of June 22, 2005, as amended (the “Stockholders Agreement”);

WHEREAS, Section 2.1(c) of the Stockholders Agreement requires TD and the R Parties to reduce the number of Voting Securities Beneficially Owned under certain circumstances;

WHEREAS, as of September 24, 2009, TD Beneficially Owns 264,719,287 shares of Voting Securities, representing 45.10% of the Total Voting Power (the “Current TD Ownership Percentage”);

WHEREAS, the Current TD Ownership Percentage exceeds the TD Ownership Limitation Percentage; and

WHEREAS, each of TD, the R Parties and the Company agree to a limited waiver of Section 2.1(c) of the Stockholders Agreement in accordance with Section 6.4 of the Stockholders Agreement.

NOW THERFORE, in consideration of the foregoing and of the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound thereby, the parties hereto agree as follows.

ARTICLE I
LIMITED WAIVER

SECTION 1.1. Limited Waiver of Section 2.1(c). The parties agree that, notwithstanding the requirement in Section 2.1(c), until March 31, 2010 or earlier as provided in Section 1.2 below, so long as the Ownership Percentage of TD (rounded to the nearest one hundredth of one percent) does not exceed (a) the Current TD Ownership Percentage or (b) at any time following the date hereof, in the event the Company commences a stock buy-back plan prior to March 31, 2010, which is the sole cause of an increase in the Ownership Percentage of TD, 45.4% of the Total Voting Power (the “Company Buy-back TD Ownership Percentage”), TD shall not be required to reduce the number of Voting Securities Beneficially Owned by TD. All other provisions of Section 2.1(c) remain in full force and effect, including, without limitation, the provision whereby TD shall not, and shall not cause any of its Affiliates to, exercise any voting rights in respect of any Voting Securities Beneficially Owned by such Person to the extent such Voting Securities exceed the TD Ownership Limitation Percentage (including, for the avoidance of doubt, any Voting Securities that are the subject of this Limited Waiver), or alternatively, upon the request of the Company, shall cause such shares in excess of the TD

Ownership Limitation Percentage to be voted, on any matter submitted to the holders of the Common Stock for a vote, in the same proportions as the votes cast by all holders of Common Stock other than TD, the R Parties and their respective Affiliates, and nothing in this Limited Waiver shall in any way increase the TD Ownership Limitation Percentage.

SECTION 1.2. Termination. This Limited Waiver shall terminate without any further action by any of the parties hereto and shall have no further force and effect immediately on the first to occur of (a) at any time prior to March 31, 2010 the Ownership Percentage of TD (rounded to the tenth of one percent) exceeds either (i) the Current TD Ownership Percentage or (ii) the Company Buy-Back TD Ownership Percentage, as applicable and (b) March 31, 2010. Upon such termination, TD shall be required to comply with the sell-down provisions of Section 2.1(c).

ARTICLE II
MISCELLANEOUS

SECTION 2.1. Continued Effect of Original Agreement. As modified hereby, the Stockholders Agreement is hereby ratified and confirmed and agreed to by all of the hereto and thereto and continues in full force and effect. All references in the Stockholders Agreement to the “Agreement” shall be read as references to the Stockholders Agreement as modified by this Limited Waiver and as it may be further amended, supplemented, restated or otherwise modified from time to time.

SECTION 2.2. Counterparts. This Limited Waiver may be executed by facsimile in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.

SECTION 2.3. Governing Law. This Limited Waiver shall be governed by and construed in accordance with the laws of the State of Delaware (except to the extent that mandatory provisions of federal law are applicable), without giving effect to the principles of conflicts of law, and shall be binding upon the successors and assigns of the parties.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Limited Waiver as of the date set forth in the first paragraph hereof.

COMPANY:


TD AMERITRADE HOLDING CORPORATION
By:	/s/ Fredric J. Tomczyk
	Name:	Fredric J. Tomczyk
	Title:	Chief Executive Officer

TD: THE TORONTO-DOMINION BANK
By:	/s/ Christopher A. Montague
	Name:	Christopher A. Montague
	Title:	EVP and General Counsel

R PARTIES:


/s/ J. Joe Ricketts
J. Joe Ricketts

/s/ Marlene M. Ricketts
Marlene M. Ricketts

MARLENE M. RICKETTS 1994 DYNASTY TRUST
By:	/s/ J. Peter Ricketts
	Name:	J. Peter Ricketts
	Title:	Trustee


TD DISCOUNT BROKERAGE HOLDINGS LLC
By:	/s/ Frank Tripodi
	Name:	Frank Tripodi
	Title:	Vice President and Treasurer


J. JOE RICKETTS 1996 DYNASTY TRUST
By:	/s/ J. Peter Ricketts
	Name:	J. Peter Ricketts
	Title:	Trustee