TD Waterhouse Canada Inc.

Headnote

Revocation of previous decision of Director dated January 19, 2011, In the Matter of TD Waterhouse Canada Inc. OSC PR, January 19, 2011 which permits large investment dealer (the Dealer) with three (3) operating divisions each headed by a co-CEO to be exempted from requirements to register as single ultimate designated person (UDP) and permit it to register three (3) UDPs, one (1) for each operating division.

Current decision exempts Dealer from UDP requirements and permits it to register two (2) UDPs, one (1) for each operating division following changes to the business structure by the Dealer.

Applicable Legislative Provisions

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 11.2.

Multilateral Instrument 11-102 Passport System, s. 4.7.

September 23, 2011

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the Jurisdiction)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

TD WATERHOUSE CANADA INC.

(the Filer)

DECISION

Background

1. The principal regulator in the Jurisdiction has received an application from the Filer for an amendment to an existing decision (as described below) under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for an exemption from the requirement contained in section 11.2 of NI 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI-31-103) to designate an individual to be the ultimate designated person (UDP) and permit the Filer to designate and register two individuals as UDP in respect of several distinct lines of securities business of the Filer (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application, and

(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in all of the jurisdictions in Canada outside of Ontario (the Non-principal Jurisdictions, or collectively with the Jurisdiction, the Filing Jurisdictions).

2. The Director previously issued a decision (the Decision) In the Matter of TD Waterhouse Canada Inc., OSC PR January 19, 2011 (File Number 2009/0804), which exempts the Filer from the UDP requirement of NI 31-103, and permits the Filer to designate and register three individuals as UDP, i.e. one for each of the three distinct lines of business.

3. The Decision should be reconsidered at this time given the Exemption Sought by the Filer to designate and register two individuals as UDP further to changes to the business structure of the Filer.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

The Filer

1. The Filer is registered under the securities legislation of the principal regulator (the Legislation) in the category of investment dealer, is a member of the Investment Industry Regulatory Organization of Canada (IIROC) and has its head office in Ontario.

2. The Filer is also registered as an investment dealer in each of the Non-principal Jurisdictions.

3. The Filer is not, to the best of its knowledge, in default of the securities legislation of any of the Filing Jurisdictions.

4. The Filer's business is structured as follows:

(a) There are several distinct lines of securities business as follows:

(i) discount brokerage,

(ii) institutional services,

(iii) private investment advice; and

(iv) financial planning.

(b) Discount brokerage and institutional services (i.e. carrying broker activities for introducing brokers and similar activities for registered portfolio managers) are referred to collectively as the Direct Investing Businesses.

(c) Financial planning offers a broad range of financial planning services (e.g. estate planning, tax planning and investments (primarily mutual funds)) to retail clients and is referred to as the Financial Planning Business.

(d) Private investment advice is the full service brokerage group for retail clients and is referred to as the Private Investment Advice Business.

(e) The Financial Planning Business and the Private Investment Advice Business are referred to collectively as the Advice Businesses.

(f) Each of the Direct Investing Businesses and the Advice Businesses will report to a different person.

(g) The Direct Investing Businesses will report to the person at the Filer who is referred to for purposes of this Decision Document as the Head of Direct Investing Businesses.

(h) The Advice Businesses will report to the person at the Filer who is referred to for the purposes of this Decision Document as the Head of Advice Businesses.

(i) Each of the Head of Direct Investing Businesses and the Head of Advice Businesses, has the role that is the equivalent of CEO in respect of the lines of business for which they are responsible. This means that each fulfills the following role for his or her respective lines of business:

• runs the business lines,

• has accountability for the operations and financial performance of the business lines,

• provides clear leadership and sets the tone at the top for the business lines,

• is the person that the executive management within the business lines reports to,

• prepares the objectives, strategy and plans, and implements these, for the business lines,

• has accountability for reporting to the Board of Directors with respect to the business lines, and

• is responsible for the business lines' organizational structure and succession planning.

(j) There is no line of reporting between the Head of Direct Investing Businesses and the Head of Advice Businesses and each reports directly to the Board of Directors of the Filer and to the person with the title of Group Head, Wealth Management, Insurance, and Corporate Shared Services of TD Bank Financial Group.

5. As measured by the number of trades executed on The Toronto Stock Exchange, TD Waterhouse is among the largest securities brokerages in Canada.

UDP Requirement

6. NI 31-103 was implemented on September 28, 2009 (the Implementation Date).

7. Under section 11.2 of NI 31-103, a registered firm is required to designate an individual to be the UDP (the UDP Requirement) and the UDP must be the chief executive officer, or the equivalent, of the registered firm.

8. If the Exemption Sought is granted, the Filer intends to have two UDPs.

9. In conjunction with the implementation of NI 31-103, IIROC amended its rules with respect to its requirements for a UDP to be more consistent with the requirements in NI 31-103. IIROC Rule 38.5 now reads:

"A Dealer Member must designate an individual who is approved under the Corporation's rules in the category of Ultimate Designated Person and who shall be responsible to the Corporation for the conduct of the firm and the supervision of its employees and to perform the functions described in paragraph (c)."

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:

(i) each UDP fulfils the responsibilities set out in section 5.1 of NI 31-103, or any successor provision, in respect of the business lines of the Filer for which he or she is appointed as UDP; and

(ii) the Filer permits each UDP to directly access the Filer's board of directors, or individuals acting in a similar capacity for the Filer, at such times as each UDP may consider necessary or advisable in view of his or her responsibilities.

The Decision that was previously issued by the Director with respect to the Filer In the Matter of TD Waterhouse Canada Inc., OSC PR on January 19, 2011 (File Number 2009/0804) is hereby revoked.