Toronto-Dominion Bank - MRRS Decision

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications -- Relief granted to certain vice presidentsof a reporting issuer from the insider reporting requirementssubject to certain conditions -- vice presidents satisfy criteriacontained in Canadian Securities Administrators Staff Notice55-306 Applications for Relief from the Insider Reporting Requirementsby Certain Vice-Presidents.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 1(1), 107, 108, 121(2)(a)(ii).

Regulations Cited

Regulation made under the Securities Act, R.R.O.1990, Reg. 1015, as am., Part VIII.

Rules Cited

National Instrument 55-101 - Exemption fromCertain Insider Reporting Requirements.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

BRITISH COLUMBIA, ALBERTA,SASKATCHEWAN,

MANITOBA, ONTARIO, QUEBEC,NEWFOUNDLAND AND

LABRADOR, AND NOVA SCOTIA

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

THE TORONTO-DOMINION BANK

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof British Columbia, Alberta, Saskatchewan, Manitoba, Ontario,Québec, Newfoundland and Labrador and Nova Scotia (collectively,the "Jurisdictions") has received an application fromThe Toronto-Dominion Bank ("TD") for a decision underthe securities legislation of the Jurisdictions (the "Legislation")that the requirement contained in the Legislation to file insiderreports shall not apply to certain individuals who are insidersof TD by reason of having the title of Vice President;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions or in Québec Commission Notice 14-101;

AND WHEREAS TD has represented to theDecision Makers that:

1. TD is a Canadian chartered bank governedby the Bank Act (Canada).

2. TD is a reporting issuer (or equivalent)in each of the provinces and territories of Canada that providesfor a reporting issuer regime. To the best of its knowledge,TD is not in default of any requirements under the Legislation.

3. Currently it is estimated that approximately753 individuals are insiders of TD by reason of beinga senior officer or director of TD or a subsidiary of TD.In TD's current organizational structure approximately 94officers hold the office of Senior Vice President and above("TD Senior Management").

4. As of May 6, 2003 approximately 659TD employees held the title of "Vice President"or its equivalent (hereinafter referred to as "Vice President").Of TD's 659 Vice Presidents, approximately 573satisfy the Exempt VP Criteria (as defined below). The approximately86 TD employees holding the title of Vice Presidentwho do not satisfy the Exempt VP Criteria are referred toherein as the "Insider VPs".

5. TD has made this application to seek therequested relief in respect of approximately 573 VicePresidents who, in the opinion of TD's Compliance Department,satisfy the Exempt VP Criteria (as defined below) hereinafterreferred to as "Exempt VPs".

6. TD Senior Management, Insider VPs and allExempt VPs are reminded regularly of the prohibition on insidertrading applies whenever anyone has information regardinga "material fact" or "material change"(as defined in the Legislation).

7. Notwithstanding the relief requested hereby,all officers of the Bank who hold the rank of Vice Presidentand above will continue to be bound by TD's internal compliancepolicy (the "Windows Policy") which restricts employeetrading in TD securities during "blackout periods"preceding the release of TD's quarterly financial results.

8. The Windows Policy permits trading in TDsecurities by affected employees only during a period commencinga short time after the public release of TD's financial resultsand ending six weeks thereafter provided affected employeesare not otherwise restricted such as by being in possessionof material non-public information concerning TD. TD's ComplianceDepartment advises on an annual basis of the forthcoming year's"window dates" and periodic reminders are givento each such person shortly before a window opens or closes.

9. In addition to the Windows Policy, theFirewalls Policy establishes processes to protect and managematerial non-public information concerning TD, its customersand suppliers. The Firewalls Policy addresses three areas:1. Restrictions on the control and use of material non-publicinformation by TD employees; 2. The "Watch List",which is maintained by designated persons in the ComplianceDepartment and tracks securities issuers and related materialnon-public information (in addition to the restrictions inthe Windows Policy, TD would be periodically placed on theWatch List for those officers with knowledge of material non-publicinformation, in periods leading up to other major announcements.);and 3. The granting of prior trading approvals for certainTD officers and other designated employees for trades in anysecurity including TD issued securities. In addition to obtainingtrading approvals, these officers and designated employeesmust maintain their trading accounts at TD Waterhouse. Exceptionsmay be granted in limited circumstances but only with approvalfrom designated persons in the Compliance Department. Tradingaccounts for those officers and employees covered by the Firewallspolicy are monitored by designated staff in the ComplianceDepartment.

10. Designated staff in TD's Compliance Departmentreviewed 1) the organizational structure of TD; 2) the functionof each Vice President; and 3) the distribution of materialnon-public information about TD through each of its businesslines and functional groups and assessed whether materialnon-public information about TD was provided to a particularVice President function in the ordinary course based on criteriacontained in Canadian Securities Administrators Staff Notice55-306 Applications for Relief from the Insider ReportingRequirements by Certain Vice-Presidents (the "Staff Notice").

11. TD has made this application to seek relieffrom the insider reporting requirement for individuals employedby TD who meet the following criteria set out in the StaffNotice (the "Exempt VP Criteria"):

(a) the individual is a vice-president;

(b) the individual is not in charge of aprincipal business unit, division or function of TD or a"major subsidiary" of TD (as that term is definedin NI 55-101);

(c) the individual does not in the ordinarycourse receive or have access to information regarding materialfacts or material changes concerning TD or any Related Issuer(as defined below) before the material facts or materialchanges are generally disclosed; and

(d) the individual is not an insider ofTD in any capacity other than as a vice president;

12. TD's Compliance Department will applythe same analysis each time a Vice President is appointedor an existing Vice President makes a lateral change. TD'sCompliance Department will review and update TD's Exempt VPanalysis annually.

13. If an individual who is designated asan Exempt VP no longer satisfies the Exempt VP Criteria, designatedstaff of TD's Compliance Department under the supervisionof the General Counsel will ensure that the individual isinformed about his or her renewed obligation to file an insiderreport on trades in securities of TD.

14. TD is an insider of each of TD MortgageInvestment Corporation, TD Capital Trust and TD Capital TrustII (the three entities being referred to herein as the "RelatedIssuers") by virtue of owning more than 10% of the votingsecurities of each entity. Therefore, the Exempt VPs are alsoinsiders of each of the Related Issuers by virtue or beingsenior officers of TD.

15. Each of the Related Issuers has receivedrelief pursuant to MRRS Decision Documents from filing anddistributing continuous disclosure documents related to suchentities so long as TD provides its continuous disclosuredocuments to holders of securities of such entities in accordancewith the terms of the decisions. This relief is premised onthe view that information about the affairs and financialperformance of TD, as opposed to that of the entity, is meaningfulto the holder of securities of the entity given the structureof these securities. For the purpose of insider trading reporting,the securities of these entities should also be treated likesecurities of TD.

16. TD is seeking a decision that TD's ExemptVPs also be exempted from filing requirements related to securitiesof the Related Issuers. Individuals who hold the office ofVice President or higher in the Related Issuers would continueto file insider trading reports in respect of those issuers.

17. In connection with this application, TDhas filed with the Decision Makers a summary of its internalpolicies and procedures relating to monitoring and restrictingthe trading activities of its insiders and other persons whosetrading activities are restricted by TD.

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

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers underthe Legislation is that the requirement contained in the Legislationto file insider reports with respect to trades in securitiesof TD or securities of the Related Issuers shall not apply toinsiders of TD who satisfy the Exempt VP Criteria for so longas such insiders satisfy the Exempt VP Criteria provided that:

(a) TD agrees to make available to the DecisionMakers, upon request, to the extent permitted by law, a listof all individuals who are relying on the exemption grantedby this Decision as at the time of the request; and

(b) the relief granted will cease to be effectiveon the date when NI 55-101 is amended.

May 30, 2003.