CT Financial Services Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - subsequent a take-over and exchange of shares,issuer has only one security holder - 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

CT FINANCIAL SERVICES INC.

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 fromCT Financial Services Inc. (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 was continued under the Canada Business Corporations Act, 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 an unlimited number of voting common shares, an unlimited numberof Non-Cumulative First Preference Shares, issuable in series and an unlimited number of Non-CumulativeSecond Preference Shares, issuable in series, both of which are non-voting. The Filer currently has138,804,003 common shares (the "Common Shares"), 6,000,000 First Preference Shares, Series4 (the "Series4 Shares") and 1,898,000 First Preference Shares, Series 5 (the "Series 5 Shares", and, collectively with theCommon Shares and the Series 4 Shares, the "Shares") issued and outstanding.

4. Pursuant to a take-over bid by The Toronto-Dominion Bank (the "Bank") and the subsequent exchange of theSeries 4 Shares and the Series 5 Shares for newly issued non-cumulative redeemable preference shares ofthe Bank, the Bank became the sole registered holder of the Shares.

5. Other than the Shares, the Filer has no other securities, including debt securities, oustanding.

6. The Common Shares were delisted from The Toronto Stock Exchange (the "TSE") in February 2000, the Series4 Shares and the Series 5 Shares were delisted from the TSE in December 2000, and no securities of the Filerare listed or quoted on any exchange or market.

7. 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