TD Asset Management Inc. - MRRS Decision

Headnote

Mutual Reliance Review Systemfor Exemptive Relief Applications - Decision declaring corporationto be no longer a reporting issuer following the acquisitionof all of its outstanding securities by another issuer.

Applicable Ontario StatutoryProvisions

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

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, NEWFOUNDLAND ANDLABRADOR,

NOVA SCOTIA, ONTARIO, QUEBECAND

SASKATCHEWAN

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

TD PRIVATE INTERNATIONAL BONDFUND

TD PRIVATE RSP INTERNATIONALBOND FUND

(individually a "Fund"and collectively, the "Funds")

MRRS DECISION DOCUMENT

WHEREAS the local securitiesregulatory authority or regulator (the "Decision Maker")in each of Alberta, Newfoundland and Labrador, Nova Scotia,Ontario, Quebec and Saskatchewan (the "Jurisdictions")has received an application from TD Asset Management Inc. ("TDAM"),in its capacity as trustee and manager of the Funds for a decisionunder the securities legislation of the Jurisdictions (the "Legislation")that the Funds be deemed to have ceased to be reporting issuersin the Jurisdictions;

AND WHEREAS pursuantto the Mutual Reliance Review System for Exemptive Relief Applications(the "System"), the Ontario Securities Commissionis the principal regulator for this application;

AND WHEREAS TDAM andthe Funds have represented to the Decision Makers that:

1. TDAM is a wholly-ownedsubsidiary of the Toronto-Dominion Bank.

2. TDAM is subject to theOntario Business Corporations Act and its head officeis located in Toronto, Ontario.

3. TDAM is the trustee andmanager of the Funds.

4. Each Fund is a mutual fundtrust governed under the laws of Ontario pursuant to an amendedand restated Trust Indenture dated as of March 26, 2002, asamended on April 15, 2002.

5. The Funds filed a simplifiedprospectus dated February 3, 1998 and became reporting issuerson that date in Ontario and each of the Non-Principal Jurisdictions.

6. The Funds are currentlyreporting issuers in Ontario and each of the Non-PrincipalJurisdictions.

7. To the best of TDAM's knowledge,the Funds are not in default of any of their obligations asreporting issuers under the Legislation or any of the requirementsof the securities laws of the Jurisdictions.

8. There is no current prospectusfor the Funds.

9. TDAM, on its own behalfand not in its capacity as trustee of the Funds, is the soleregistered unitholder of each Fund and as such is the solebeneficial owner of all the outstanding units of each Fund.

10. Other than the units ofeach Fund held by TDAM on its own behalf, each Fund has nosecurities, including debt securities, outstanding.

11. TDAM has determined thatit is no longer desirable to offer units in the Funds to thepublic.

AND WHEREAS under theSystem, this MRRS Decision Document evidences the decision ofeach Decision Maker (collectively, the "Decision");

AND WHEREAS each of theDecision Makers is satisfied that the test contained in theLegislation that provides the Decision Maker with the jurisdictionto make the Decision has been met;

THE DECISION of the DecisionMakers under the Legislation is that the Funds be deemed tohave ceased to be reporting issuers in each of the Jurisdictions.

June 28, 2002.

"Paul A. Dempsey"