Securities Law & Instruments

Headnote

Exemption from the provisions of sections 2.2(3) and 8.5(2)3 of OSC Rule 41-502 which requires that an auditor's consent and comfort letter be included as part of the filing of a preliminary prospectus. Series of existing funds offered across two separate prospectuses. Case is unique given that new series of existing funds are qualified under a preliminary filing instead of an amendment.

Applicable Legislative Provisions

OSC Rule 41-502 Prospectus Requirement for Mutual Funds, ss. 11.1, 2.2(3), 8.5(2)3.

OSC Rule 41-501 General Prospectus Requirements, s. 13.4.

December 21, 2006

Torys LLP

Attention:
Dawn Scott/Karen Malatest

Dear Sirs/Mesdames:

Re:
TD Mutual Funds -- Preliminary Simplified Prospectus dated December 13, 2006 offering Advisor Series and F-Series Units of TD Monthly High Income Fund, TD North American Dividend Fund, and TD Global Equity Advantage Portfolio (the "Funds") -- SEDAR #1031557 -- Application 2006/0988

By letter dated December 21, 2006 (the Application), you applied, on behalf of the Funds to the Director of the Ontario Securities Commission (the "Director") pursuant to section 11.1 of OSC Rule 41-502 (the "Rule") for relief from the requirements in section 2.2(3) and 8.5(2)3 to provide an auditor's comfort letter and a consent letter as part of the final prospectus filing material.

This letter confirms that, based on the information and representations made in the Application and for the purposes described in the Application, the Director intends to grant the requested exemptions to be evidenced by the issuance of a receipt for the Funds' prospectuses in accordance with section 11.1 of the Rule.

Yours very truly,

"Rhonda Goldberg"
Assistant Manager, Investment Funds Branch
(416) 593-3682