TD Asset Management Ltd. et al.

Headnote

Mutual fund in Ontario (non-reporting issuer) granted a one-time extension of the annual financial statement filing deadline as wholly invested in offshore investment fund for which audited financial information not yet available.

Rules Cited

National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 5.1(2), 18.3.

April 27, 2006

IN THE MATTER OF

NATIONAL INSTRUMENT 81-106

INVESTMENT FUND CONTINUOUS DISCLOSURE

AND

IN THE MATTER OF

TD ASSET MANAGEMENT INC. (the Applicant)

AND

IN THE MATTER OF

TD WATERHOUSE $CDN ALTERNATIVE

INVESTMENT FUND AND TD WATERHOUSE

$US ALTERNATIVE INVESTMENT FUND

(the Funds)

ORDER

Background

The Ontario Securities Commission received an application from the Applicant, on behalf of the Funds, for a decision pursuant to section 17.1 of National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) exempting the Funds from:

(a) the requirement in sections 2.2 and 18.3 of NI 81-106 that the Funds file their audited annual financial statements on or before the 120^th day after their most recently completed financial year (the Filing Deadline); and

(b) the requirement in subsection 5.1(2) of NI 81-106 that the Funds deliver their audited annual financial statements to securityholders by the Filing Deadline (the Delivery Requirement).

Representations

This Order is based on the following facts represented by the Applicant:

1. The Applicant is a corporation amalgamated under the Business Corporations Act (Ontario). It is a wholly-owned subsidiary of The Toronto-Dominion Bank, a bank listed in Schedule I to the Bank Act (Canada).

2. The Applicant is registered as an investment counsel and portfolio manager or their equivalent in all provinces and territories of Canada, as a limited market dealer under the Securities Act (Ontario) and the Securities Act (Newfoundland and Labrador), and as a commodity trading manager under the Commodity Futures Act (Ontario).

3. The Applicant is manager of the Funds. The Funds are open-end mutual funds established under the laws of Ontario on April 27, 2005. They are offered to investors pursuant to exemptions from the prospectus requirement under applicable Canadian securities laws. The Funds have a financial year-end of December 31.

4. Each Fund's investment objective is to achieve long-term capital appreciation and to consistently generate positive returns for investors irrespective of stock market volatility or direction, while focusing on preservation of capital. The Funds seek to achieve their investment objective by investing primarily in units of hedge funds or units of funds that invest primarily in hedge funds. The Funds are currently 100% invested in shares of Tremont Opportunity Fund Limited (the Tremont Fund).

5. The Tremont Fund is an open-end investment company organized as an exempted company under the laws of the Cayman Islands. The Tremont Fund invests its assets in a diverse group of non-U.S. investment funds whose managers employ a broad class of investment strategies including: long-short equity, hedging and arbitrage techniques in equity, fixed income and currency markets, index arbitrage, interest rate arbitrage, convertible bond and warrant hedging, merger arbitrage, statistical long/short equity strategies, pairs trading, and investment in non U.S. securities.

6. The underlying investment funds of the Tremont Fund have varying financial year-ends and are subject to financial reporting deadlines of varying lengths. As a result, the Tremont Fund is not in a position to complete its annual and interim financial statements until each of the underlying investment funds have completed their financial reporting. The Tremont Fund will not complete its 2005 audited annual financial statements until late June, 2006. Accordingly, the Funds are not able to complete their annual audited financial statements until the Tremont Fund provides its annual financial statements to the Applicant.

7. The Funds' auditors will not provide an audit opinion on the Funds' annual financial statements unless they receive the audited financial statements of the Tremont Fund.

8. Sections 2.2 and 18.3 together with subsection 5.1(2) of NI 81-106 require the Funds to file and deliver their 2005 annual audited financial statements by April 30, 2006.

9. The Funds will not be able to meet the Filing Deadline and will not be able to comply with the Delivery Requirement.

Order

The Director is satisfied that it would not be prejudicial to the public interest to grant the requested relief and orders that the Funds are exempt from the requirement to file their 2005 annual audited financial statements by the Filing Deadline and from the Delivery Requirement, provided that the 2005 audited annual financial statements are filed and delivered by August 31, 2006.

Nothing in this Order precludes the Funds from relying on the exemption contained in section 2.11 of NI 81-106 provided the 2005 audited annual financial statements are delivered by August 31, 2006.