Securities Law & Instruments

Headnote

MutualReliance Review System for Exemptive Relief Applications - timefor mutual fund dealer to fulfill the requirement that it filean application for membership with the Mutual Fund Dealers Associationof Canada extended - mutual fund dealer intends to no longer beregistered as a mutual fund dealer

ApplicableOntario Rule

Rule31-506 SRO Membership - Mutual Fund Dealers, ss. 3.1 and 5.1

ApplicablePublished Document

Lettersent to the Investment Funds Institute of Canada and the InvestmentCounsel Association of Canada, December 6, 2000, (2000) 23 OSCB8467

INTHE MATTER OF

THESECURITIES LEGISLATION OF

ONTARIO,MANITOBA, SASKATCHEWAN AND BRITISH COLUMBIA


AND


INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM

FOREXEMPTIVE RELIEF APPLICATIONS


AND


INTHE MATTER OF

TDASSET MANAGEMENT INC.


MRRSDECISION DOCUMENT


WHEREAS the local securities regulatory authority orregulator (the "Decision Maker") in each of the provinces ofOntario, Saskatchewan, and British Columbia (collectively, the"Provinces") granted TD Asset Management Inc. (the "Registrant")a decision dated June 14, 2001 (the "Original Decision") thatextended to June 22, 2001 the time limits provided by the securitieslegislation and other regulatory requirements of the Provincesfor the filing by the Registrant of an application for membershipwith the Mutual Fund Dealers Association of Canada ("MFDA");

ANDWHEREAS the Decision Maker in each of the Provinces andManitoba (collectively, the "Jurisdictions") received anotherapplication on June 15, 2001, which was amended by letter datedNovember 16, 2001 (the "Application") from the Registrant fora further decision that the Registrant be exempt from the requirementcontained in the securities legislation and other regulatory requirementsof the Jurisdictions (the "Legislation") to file an applicationfor membership with the MFDA;

ANDWHEREAS under the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Ontario Securities Commissionhas been selected as the principal regulator for purposes of theApplication;

ANDWHEREAS the Registrant has represented to the DecisionMakers that:

1.the Registrant is a corporation incorporated under the BusinessCorporations Act (Ontario);

2.the Registrant is a wholly-owned subsidiary of The Toronto-DominionBank ("TD Bank") which engages in the business of an investmentcounselor and portfolio manager;

3.the Registrant has a diversified client base comprising pensionfunds, corporations, institutions, endowments, foundations, highnet worth individuals and retail investors;

4.the Registrant offers its investment counselling and portfoliomanagement services to its clients either directly by way of privateindividually managed accounts or indirectly through protectedmutual funds and non-prospectused pooled funds which it managesand advises;

5.the Registrant is the trustee, manager, and promoter of the TDMutual Funds, the TD Private Funds and the TD Emerald Funds, allof which are qualified for sale by means of simplified prospectusesand annual information forms that have been prepared and filedin accordance with the securities legislation of all provincesand territories of Canada;

6.the TD Mutual Funds currently consist of 97 different mutual fundswhich are offered for sale to retail investors by TDIS directly,through TD Bank and Canada Trust branches and via the Internet;

7.the TD Private Funds currently consist of 17 different mutualfunds which are used for the sole purpose of servicing accountswhich are fully managed by the Registrant;

8.the TD Emerald Funds currently consist of 27 different mutualfunds which are only offered for sale to institutional investors,members of corporate sponsored group plans and accounts that arefully managed by the Registrant;

9.the Registrant is registered as a mutual fund dealer or its equivalentin all provinces and territories of Canada, as an investment counseland portfolio manager or their equivalents in all provinces andterritories other than Prince Edward Island, as a limited marketdealer under the Securities Act (Ontario) and the Securities Act(Newfoundland), and as a commodity trading manager under the CommodityFutures Act (Ontario);

10.the Registrant incorporated TD Investment Services Inc. ("TDIS")for the purpose of acquiring, and continuing to conduct, the Registrant'smutual fund distribution operation (the "MFD Operation");

11.TDIS is now registered as a mutual fund dealer or its equivalentwith the securities regulatory authority of every province andterritory, it is a member of the MFDA and it has acquired theMFD Operation from the Registrant;

12.on December 31, 2000, the Canada Life Assurance Company ("CanadaLife") acquired those assets of The Toronto-Dominion Bank ("TDBank") which supported TD Bank's business (the "Group Business")of providing retirement investment and other services to certainemployer sponsors in respect of employer-sponsored group benefitplans (the "Group Plans");

13.as part of this transaction Canada Life made offers of employmentto certain employees of the Registrant (the "Group Business Employees");

14.Canada Life Securities Inc. ("CLSI"), a wholly-owned subsidiaryof Canada Life, has applied for registration as an investmentdealer or its equivalent in all provinces and territories;

15.in order to accommodate the employment of the Group Business Employeesby Canada Life prior to the registration of CLSI as an investmentdealer or its equivalent in all provinces and territories, theRegistrant sought and obtained from the securities regulatoryauthorities of British Columbia, Alberta, Newfoundland, Nova Scotiaand Ontario approval of a networking arrangement (the "NetworkingArrangement") which permits the Registrant to sponsor the registrationof the Group Business Employees to allow them to continue servicingthe Group Plans pending CLSI's registration;

16.until the registration described in paragraph 14 is obtained,Canada Life must continue to rely upon the Networking Arrangementfor the purpose of servicing the Group Business and the NetworkingArrangement is dependant upon the Registrant's registration asa mutual fund dealer;

17.the Registrant has filed an application in all provinces and territoriesfor exemption from the requirement to be registered as a mutualfund dealer or its equivalent with respect to the distributionof units of certain mutual funds managed by the Registrant toaccounts fully managed by the Registrant;

18.when both of: (a) the registration described in paragraph 14 and(b) the exemption described in paragraph 17 are obtained, theRegistrant will take all necessary steps to ensure that it isno longer registered as a mutual fund dealer or its equivalent;

19.the Registrant does not currently and does not intend to carryon the business of retail distribution of publicly-offered mutualfunds;

20.the Registrant's trading activities as a mutual fund dealer currentlyrepresent and will continue to represent activities that are incidentalto its principal business activities;

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 the time limits provided by the Legislation for the filingby the Registrant of an application for membership with the MFDAare hereby extended until June 30, 2002.

February11, 2002.

"RebecaCowdery"