Td Securities Underwriting Hope Fund Inc.

“Members or Stockholders Toronto Dominion Holdings (U.S.A.), Inc. is the sole member of the organization.”

“Power to Elect Members of the Governing Body Toronto Dominion Holdings (U.S.A), Inc. is the parent company of the organization and has the power to elect the members of its governing body.”

“Governance Decisions Reserved other than Governing body The member has the power to remove any director. Additionally, the Board of Directors of the organization cannot amend the bylaws without the approval of the member.”

“Process for reviewing Form 990 The Form 990 was prepared by the organization's tax preparers, and reviewed by the organization's accounting manager and treasurer. Prior to filing, a full and complete copy of the form 990 was provided to the governing body via email.”

“Monitoring & Enforcing Compliance with Conflict of Interest Policy Prior to a director's election and prior to an officer or key person commencing employment or retention, and annually thereafter, all directors, officers, and key persons must complete, sign and submit to the Corporation's secretary or the compliance officer designated to oversee the Corporation's compliance program a written statement identifying any potential conflict of interest. The secretary or designated compliance officer must provide a copy of the completed statements to the chair of the authorized committee of the board or to the Chair of the Board. After disclosure of the financial interest and all material facts, a related party may make a presentation at the board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. He/she shall be prohibited against any further attempt to influence the board to make a decision in his/her favor during the deliberation or voting on the matter giving rise to such conflict. Influencing the board includes coercing, manipulating, misleading, or fraudulently influencing the decision making of the board. The remaining board or authorized committee of the board members shall decide if a conflict of interest exists.”

“Availability of Governing Documents the organization does not make its governing documents, conflict of interest policy, and financial statements available to the public.”