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w Chicago Brant: The Branch of the Bank was licensed by the commissioner of Banks and Trust Ca*a►ies of Illinois an November 1, 1982 to conduct a eoamercial banking business. As of October 31, 1986, the Branch had total assets of QN$773.9 million. The Branch is an unincorporated branch of the Bails and is rot a separate subsidiary. Available Information copies of the Bank's 1986 Annual Deport and the third quarter report to shareholders for the nine months ended July 31, 1987 are available, without charge upon request by telephone or mail from The Toronto -D minion Bank, U.S.A. Division, Paris Avenue Plaza, 55 fast 52nd Street, New York, New York 10055, Attention: Canptroller, Telephone (212) 407-0600. FiE1GULATICN The Bards Act The Bank Act is the charter of the Bank and the operations of the Bank are governed by it. Under the Bank Act, the Bank may engage in and carry on such business generally as appertains to the business of banking. The Act contains specific examples of authority including the power to control leasing, factoring, mortgage, loan arra venture capital corporations in Canada. Tine Bank carries on leasing operations through Toronto Dominion Leasing Ltd., mortgage lending through M Mortgage Corporation and venture capital operations through the Bails directly and through TD Capital Grote Limited. The investment powers of the Bank are restricted by the Bank Act. Subject to specific exemptions, the Bads Act limits the Banc to ownership of 10% of the voting shares of Canadian corporations and permits ownership of shares in any foreign corporation provided such foreign corporation does not control more than 108 of the voting sharps of any Canadian corporation. Inspection Under recent legislation a new office of the Superintendent of Financial Institutions (the "Superintendent") has been established to exercise supervision over both banks and federally regulated non-bank financial institutions. It combines the former office of the Inspector General of Barks and that of other federally regulated authorities. The Bank Act provides that the Superintendent is responsible for examination and inquiry into the affairs and business of each chartered bank for the purpose of satisfying himself that the provisions of the Bank Act, paying particular regard to the safety of the depositors, creditors and shareholders of the Bank, are being duly observed and that the bank is in sound financial condition. In order to fulfill this responsibility the Superintendent or a person acting under his direction is empowered by the Bank Act with the right of access to all assets and records pertaining to the business of a bank and is ent it led to require the directors, officers and auditors of the bank to furnish such information and explanations as may be required in the circumstances. Using such powers, the Superintendent will, from time to time but not less than once a year, examine the affairs of each chartered bails after which a report is presented to the Minister of Finance. in addition, the Superintendent is now A-2