Canada Trustco Mortgage Company - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - as a result of an exchange of securities, issuer hasonly two security holders - issuer deemed to have ceased being a reporting issuer.

Applicable Ontario Statutory Provisions

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

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, SASKATCHEWAN, ONTARIO, QUEBEC,

NOVA SCOTIA AND NEWFOUNDLAND

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM FOR

EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CANADA TRUSTCO MORTGAGE COMPANY

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Alberta,Saskatchewan, Ontario, Quebec, Nova Scotia and Newfoundland (the "Jurisdictions") has received an application fromCanada Trustco Mortgage Company (the "Filer") for a decision under the securities legislation of the Jurisdictions (the"Legislation") that the Filer be deemed to have ceased to be a reporting issuer under the Legislation;

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

AND WHEREAS the Filer has represented to the Decision Makers that:

1. The Filer is subject to the Trust and Loan Companies Act (Canada), is a reporting issuer in each of theJurisdictions and is not in default of any of the requirements of the Legislation.

2. The Filer's head office is located in Toronto, Ontario.

3. The Filer's authorized capital consists of 100,000,000 voting common shares, 4,095,448 First PreferenceShares, issuable in series, 8,427,566 Second Preference Shares, issuable in series and unlimited number ofThird Preference Shares, issuable in series.

4. The Filer currently has 11,142,757 common shares (the "Common Shares") issued and outstanding. The Fileralso has $150 million 10.05% Capital Debentures, Series 2 and $200 million 9.15% Capital Debenture, Series3 (collectively, the "Debentures") issued and outstanding.

5. CT Financial Services Inc. ("CTFSI") is the sole holder of the Common Shares.

6. Pursuant to a take-over bid by The Toronto-Dominion Bank (the "Bank"), the Bank acquired all of theoutstanding voting securities of CTFSI (the "Take-Over"). Subsequent to the Take-Over the Bank acquired allof outstanding Debentures in exchange for newly issued debentures of the Bank.

7. The Filer's Third Preference Shares, Series 1 were redeemed by the Filer and were delisted from The TorontoStock Exchange on December 31, 2000 and no securities of the Filer are listed or quoted on any exchange ormarket.

8. The Filer has only two security holders.

9. Other than the Common Shares and Debentures, the Filer has no securities, including debt securities,outstanding.

10. The Filer does not intend to seek future public financing by way of an offering to the public.

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

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decision has been met;

THE DECISION of the Decision Makers under the Legislation is that the Filer be deemed to have ceased to bea reporting issuer under the Legislation.

February 26, 2001.

John Hughes

Manager, Continuous Disclosure