Securities Law & Instruments

INTHE MATTER OF

THESECURITIES LEGISLATION OF

BRITISHCOLUMBIA, ALBERTA, SASKATCHEWAN, ONTARIO,

QUEBEC,NOVA SCOTIA AND NEWFOUNDLAND AND LABRADOR

AND

INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM

FOREXEMPTIVE RELIEF APPLICATIONS

AND

INTHE MATTER OF

TDBALANCED GROWTH FUND, TD DIVIDEND INCOME FUND, TD DIVIDEND GROWTHFUND, TD CANADIAN EQUITY FUND, TD CANADIAN BLUE CHIP EQUITYFUND, TD CANADIAN VALUE FUND, TD CANADIAN STOCK FUND, TD NORTHAMERICAN EQUITY FUND, TD PRIVATE CANADIAN DIVIDEND FUND, TDPRIVATE CANADIAN EQUITY GROWTH FUND, TD PRIVATE CANADIAN EQUITYINCOME FUND, TD PRIVATE NORTH AMERICAN EQUITY GROWTH FUND ANDTD PRIVATE NORTH AMERICAN EQUITY INCOME FUND

(COLLECTIVELY,THE "FUNDS")

MRRSDECISION DOCUMENT

WHEREAS the local securities regulatory authorityor regulator (the "Decision Maker") in each of the provincesof British Columbia, Alberta, Saskatchewan, Ontario, Quebec,Nova Scotia and Newfoundland and Labrador, (the "Jurisdictions")has received an application (the "Application") from TD AssetManagement Inc. ("TDAM"), on behalf of the Funds, for a decisionpursuant to the securities legislation of the Jurisdictions(the "Legislation") that the provisions in the Legislation thatprohibit a mutual fund from investing in or holding an investmentin an issuer in which any person or company who is a substantialsecurity holder of the management company or the distributioncompany of the mutual fund has a significant interest or, inQuebec, in securities a registered person or an affiliate ofa registered person owns or is underwriting (the "ApplicableRequirements") shall not apply in respect of an investment bythe Funds in securities issued by TD Select Canadian GrowthIndex Fund and TD Select Canadian Value Index Fund (the "ETFs");


AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor the Application;


AND WHEREAS it has been represented to theDecision Maker that:


1.Each of the Funds is a mutual fund which is a "reporting issuer"in each of the Jurisdictions and which is subject to NationalInstrument 81-102 ("NI 81-102").


2.TDAM is the trustee of the Funds and as such is responsiblefor the day-to-day administration of each Fund. TDAM is alsoresponsible for the management of the Funds' investment portfolios.


3.TD Securities Inc. (the "Dealer"), an affiliate of TDAM, actsas an underwriter and designated broker of the ETFs in respectof the distributions (the "Offerings") of securities of theETFs.


4.The ETFs are mutual funds that are listed and posted for tradingon the Toronto Stock Exchange and the Offerings by ETFs willbe a continuous distribution of securities of the ETFs in theJurisdictions.


5.Each of the ETFs is a mutual fund which is a "reporting issuer"in each of the Jurisdictions and which is subject to NI 81-102.


6.The Dealer, in acting as an underwriter and designated broker,will receive no compensation from the Funds, the ETFs or TDAM.


7.The investment by a Fund in an ETF will only be made if it isconsistent with the investment objectives of the Fund and, inthe view of TDAM, is in the best interests of the Fund.


8.It is anticipated by TDAM that an investment by a Fund in anETF will be made with cash balances which the Fund holds eitherto fund redemptions or pending direct investment in other securities.


9.Pursuant to a prior MRRS decision document dated April 24, 2001,the Funds, other than the TD North American Equity Fund, arepermitted to invest up to 5% of their net asset value in securitiesof the TD TSE 300 Index Fund and the TD TSE 300 Capped IndexFund (the "TSE ETFs").


10.It is anticipated by TDAM that a Fund will generally investbetween 0.50% and 3.00% of its net asset value in an ETF, butin no event will a Fund invest a total greater than 5.00% ofits net asset value at the time of the investment in securitiesof the ETFs and the TSE ETFs.


11.A Fund will not knowingly make or hold an investment in an ETFif, at the time of such investment the Fund, alone or togetherwith other Funds, is a substantial security holder of the ETF.


12.The investment by a Fund in an ETF will be made in compliancewith all of the requirements of NI 81-102 other than section4.1(1) of NI 81-102, in respect of which relief has been received,and in compliance with all the requirements of the Legislationother than the Applicable Requirements.


13.The Dealer, in its capacity as underwriter and designated brokerof an ETF may own, from time to time, more than 10% of the outstandingunits of the ETF.


14.The Toronto-Dominion Bank is a substantial securityholder ofboth the Dealer and TDAM and would be deemed to have a significantinterest in an ETF at any time when the Dealer is holding morethan 10% of the outstanding units of the ETF.


15.In the absence of this decision, pursuant to the Legislationthe Funds are prohibited from investing in or holding the securitiesof an ETF at any time when the Dealer holds more than 10% or,in Quebec, any of the outstanding units of the ETF.


16.The investment by a Fund in securities of an ETF representsthe business judgment of responsible persons uninfluenced byconsiderations other than the best interests of the Fund.


AND WHEREAS pursuant to the System this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");


AND WHEREAS each of the Decision Makers issatisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decisionhas been met;


THE DECISION of the Decision Makers pursuantto the Legislation is that the Applicable Requirements shallnot apply so as to prevent a Fund from investing in securitiesissued by an ETF in respect of which the Dealer has a significantinterest or, in Quebec, is an owner or an underwriter;


PROVIDED IN EACH CASE THAT:


1.the Decision will terminate one year after the date hereof;and


2.the Decision shall only apply if at the time a Fund makes aninvestment in an ETF:


(a) the investment in the ETF is consistent with the investmentobjective of the Fund;


(b) the Dealer, in acting as underwriter and designated brokerof the securities of the ETF, receives no compensation fromthe Fund, the ETF or TDAM; and


(c) the investment by a Fund in the ETFs and TSE ETFs does notexceed 5.00% of the net asset value of the Fund.

January 8, 2002.

"Paul Moore"      "Robert Korthals"