Securities Law & Instruments

Headnote

MutualReliance Review System for Exemptive Relief Applications - asa result of a merger, issuer has only one security holder - issuerdeemed to have ceased to be a reporting issuer

ApplicableOntario Statutory Provisions

SecuritiesAct, R.S.O. 1990, c.S.5, as am. s.83.

INTHE MATTER OF

THESECURITIES LEGISLATION OF

ALBERTA,SASKATCHEWAN, ONTARIO,

QUEBEC,NOVA SCOTIA AND

NEWFOUNDLANDAND LABRADOR,


AND


INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM FOR

EXEMPTIVERELIEF APPLICATIONS


AND


INTHE MATTER OF

TDWATERHOUSE GROUP, INC.


MRRSDECISION DOCUMENT


WHEREASthe local securities regulatory authority or regulator (the"Decision Maker") in each of Alberta, Saskatchewan, Ontario,Quebec, Nova Scotia and Newfoundland and Labrador (the "Jurisdictions")has received an application from TD Waterhouse Group, Inc. ("Amalco")for a decision under the securities legislation of each of theJurisdictions (the "Legislation") that Amalco be deemed to haveceased to be a reporting issuer, or the equivalent thereof,under the Legislation;

ANDWHEREAS pursuant to the Mutual Reliance Review Systemfor Exemptive Relief Applications (the "System"), the OntarioSecurities Commission is the principal regulator for this application;

ANDWHEREAS Amalco has represented to the Decision Makersthat:

1.Amalco was formed from the Merger (as defined below) of TD WaterhouseGroup, Inc. ("TD Waterhouse") and TD Waterhouse Holdings, Inc.("TD Holdings").

2.TD Waterhouse, one of the predecessor companies to Amalco, wasincorporated under the laws of the State of Delaware, U.S.A. onApril 21, 1999 and was a reporting issuer, or the equivalent thereof,under the Legislation.

3.TD Holdings, the other predecessor company to Amalco, was incorporatedunder the laws of the State of Delaware, U.S.A. and was a wholly-ownedsubsidiary of The Toronto-Dominion Bank ("TD Bank").

4.Amalco is the surviving company from the Merger.

5.The head office of Amalco is in New York, New York.

6.Amalco became a reporting issuer, or the equivalent thereof, underthe Legislation as a result of the Merger.

7.Amalco is not in default of any of its obligations as a reportingissuer, or the equivalent thereof, under the Legislation.

8.The authorized capital of Amalco consists of 355,000,000 ClassA common shares, of which 352,944,959.4122 shares are issued andoutstanding (the "Class A Shares") and 18,000,000 Class B commonshares of which 17,724,648.12 shares are issued and outstanding(the "Class B Shares") (the Class A Shares and Class B Shareshereinafter referred to as "Common Shares").

9.On October 17, 2001, TD Bank was the holder of 4,991,002 commonshares of TD Waterhouse, and TD Holdings was the holder of 293,345,198common shares of TD Waterhouse and 1 special voting preferredshare of TD Waterhouse. Approximately 41 million common sharesof TD Waterhouse were held by the public and were listed for tradingon The New York Stock Exchange (the "NYSE") and The Toronto StockExchange (the "TSE").

10.On October 17, 2001, TD Holdings made an offer (the "Offer") topurchase all of the issued and outstanding common shares of TDWaterhouse not already owned by it or TD Bank.

11.On November 26, 2001 upon acquiring more than 90 percent of thecommon shares of TD Waterhouse, TD Bank caused TD Holdings tomerge with TD Waterhouse through a short-form merger in accordancewith applicable provisions of the Delaware General CorporationLaw to form Amalco (the "Merger").

12.As a result of the Merger, all of the Common Shares are, directlyor indirectly, held by TD Bank.

13.The common shares of TD Waterhouse were delisted from the NYSEon December 21, 2001 and from the TSE on November 27, 2001 andno securities, including debt securities, of TD Waterhouse, TDHoldings or Amalco are listed or quoted on any exchange or market.

14.Other than the Common Shares, Amalco has no securities, includingdebt securities, issued and outstanding.

15.Amalco does not intend to seek additional public financing byway of an issue of securities.

ANDWHEREAS under the System, this MRRS Decision Documentevidences the decision of each Decision Maker (collectively, the"Decision");

ANDWHEREAS each of the Decision Makers is satisfied thatthe test contained in the Legislation that provides the DecisionMaker with the jurisdiction to make the Decision has been met;

THEDECISION of the Decision Makers under the Legislationis that Amalco is deemed to have ceased to be a reporting issuer,or the equivalent thereof, under the Legislation.

January29, 2002.

"JohnHughes"