TD Ameritrade 2019 Proxy and Annual Meeting of Stockholders

Proposal No. 3 — Ratification of Appointment of Independent Registered Public Accounting Firm Report of the Audit Committee The following report is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to the SEC’s proxy rules or to the liabilities of Section 18 of the 1934 Act and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing by the Company under the Securities Act of 1933 or the 1934 Act. The Audit Committee evidenced its completion of and compliance with the duties and responsibilities set forth in the Audit Committee charter through a formal written report dated and executed as of November 15, 2018. A copy of that report is set forth below. November 15, 2018 The Board of Directors TD Ameritrade Holding Corporation Fellow Directors: The primary purpose of the Audit Committee is to assist the Board of Directors in its general oversight of the Company’s financial reporting process. The Audit Committee conducted its oversight activities for TD Ameritrade Holding Corporation and subsidiaries (“TD Ameritrade”) in accordance with the duties and responsibilities outlined in the audit committee charter. The Audit Committee annually reviews the NASDAQ standard of independence for audit committees and its most recent review determined that the committee meets that standard. TD Ameritrade management is responsible for the preparation, consistency, integrity and fair presentation of the financial statements, accounting and financial reporting principles, systems of internal control, and procedures designed to ensure compliance with accounting standards, applicable laws, and regulations. The Company’s independent Registered Public Accounting firm, Ernst & Young LLP, is responsible for performing an independent audit of the financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States of America. The Audit Committee, with the assistance and support of the Corporate Audit Department and management of TD Ameritrade Holding Corporation, has fulfilled its objectives, duties and responsibilities as stipulated in the Audit Committee charter and has provided adequate and appropriate independent oversight and monitoring of TD Ameritrade’s systems of internal control for the fiscal year ended September 30, 2018. These activities included, but were not limited to, the following significant accomplishments during the fiscal year ended September 30, 2018: • Reviewed and discussed the audited financial statements with management and the external auditors. • Discussed with the external auditors the matters requiring discussion under Public Company Accounting Oversight Auditing Standard No. 1301, Communications with Audit Committees (AS1301), and Rule 2.07 of Regulation S-X, including matters related to the conduct of the audit of the financial statements. • Received written disclosures and letter from the external auditors required by applicable requirements of the Public Company Accounting Oversight Board, and discussed with the auditors their independence. In reliance on the Committee’s review and discussions of the matters referred to above, the Audit Committee recommends the audited financial statements be included in TD Ameritrade’s Annual Report on Form 10-K for the fiscal year ended September 30, 2018, for filing with the Securities and Exchange Commission. Respectfully submitted, TD Ameritrade Holding Corporation Audit Committee Karen Maidment, Chair Larry Bettino Ann Hailey Irene Miller Mark Mitchell Todd Ricketts 60 TD Ameritrade 2019 Proxy Statement