TD Asset Management Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Relief granted to a group of mutual fundtrusts from requirement to deliver re-audited annual financialstatements.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.s. 80(b)(iii).

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

BRITISH COLUMBIA, ALBERTA,SASKATCHEWAN,

MANITOBA, ONTARIO, QUEBEC,NEW BRUNSWICK,

NOVA SCOTIA, NEWFOUNDLANDAND LABRADOR,

NORTHWEST TERRITORIES, NUNAVUTTERRITORY, AND

YUKON TERRITORY

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOREXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

TD CANADIAN T-BILL FUND

TD PREMIUM MONEY MARKET FUND

TD CANADIAN MONEY MARKET FUND

TD U.S. MONEY MARKET FUND

TD SHORT TERM MONTHLY INCOMEFUND (to be renamed

TD SHORT TERM BOND FUND onOctober 7, 2002)

TD CANADIAN BOND FUND

TD BALANCED INCOME FUND

TD CANADIAN EQUITY FUND

TD CANADIAN GOVERNMENT BONDINDEX FUND

TD U.S. RSP INDEX FUND

TD INTERNATIONAL RSP INDEXFUND

(collectively the "Funds")

MRRS DECISION

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof the provinces and territories of Canada, except Prince EdwardIsland (the "Jurisdictions"), has received an application(the "Application") from TD Asset Management Inc.("TDAM"), the manager and trustee of the Funds, fora decision (the "Decision") pursuant to the securitieslegislation of the Jurisdictions (the "Legislation")that each of the Funds be exempted from delivering to its unitholderssuch Fund's annual financial statements for the fiscal yearended December 31, 2001, to be re-audited by Deloitte &Touche LLP ("Deloitte"), at the time such statementsare filed, as would otherwise be required pursuant to applicablelegislation;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor the Application;

AND WHEREAS unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions or in Québec Commission Notice 14-101;

AND WHEREAS the TDAM has representedto the Decision Makers that:

1. TDAM, a corporation incorporated underthe laws of the Province of Ontario, is the manager and trusteeof the Funds. TDAM is a wholly-owned subsidiary of The Toronto-DominionBank.

2. The Funds are open-ended mutual fund trustsestablished under the laws of the Province of Ontario.

3. Investor Series, e-Series and/or InstitutionalSeries (collectively, the "No-Load Series") units,as the case may be, of the Funds are currently being distributedpursuant to a simplified prospectus and annual informationform, each dated October 19, 2001. In addition, Advisor Seriesand/or F-Series units (collectively, the "Load Series"),as the case may be, of TD Canadian Money Market Fund, TD CanadianBond Fund, TD Canadian Equity Fund, TD Canadian GovernmentBond Index Fund, TD U.S. RSP Index Fund and TD InternationalRSP Index Fund are currently being distributed pursuant toa simplified prospectus and annual information form, eachdated November 2, 2001.

4. Each of the Funds is a reporting issuerin the Jurisdictions and is not in default of any requirementof the Legislation.

5. The financial year end for each of theFunds is December 31.

6. Arthur Andersen LLP ("Arthur Andersen")audited the annual financial statements of the Funds for theyear ended December 31, 2001, which comprise separate financialstatements for the No-Load Series and the Load Series andissued its auditors' reports thereon, without reservation,each dated February 15, 2002 (these financial statements andthe auditors' reports thereon, together are referred to asthe "Arthur Andersen Statements"). The Arthur AndersenStatements were filed, pursuant to the Legislation, via SEDARon May17, 2002 and mailed to unitholders of the Funds.

7. On June 3, 2002, Arthur Andersen ceasedpracticing public accounting in Canada and Deloitte announcedthe completion of "the transaction that will enable over1,000 Arthur Andersen partners and staff to join Deloitte& Touche LLP" and the integration of Arthur Andersenpeople and clients into Deloitte (the "Transaction").Accordingly, the responsibility for audit of each of the Fundshas been transitioned to Deloitte.

8. In connection with the Transaction, andin contemplation of the renewal of each Simplified Prospectus,each of the Funds has requested Deloitte to re-audit the annualfinancial statements of the Fund for the year ended December31, 2001 and to provide its auditors' reports thereon (thesefinancial statements and the auditors' reports thereon, togetherare referred to as the "Deloitte Statements").

9. The Funds are to file the Deloitte Statements,together with the auditors' reports thereon, as "AuditedAnnual Financial Statements - English/French" under existingSEDAR projects used by the Funds to file their continuousdisclosure documents, including the Arthur Andersen Statements.Concurrently with the filing of the Deloitte Statements, theFunds propose to file on SEDAR a letter indicating that theArthur Andersen Statements are superseded by the DeloitteStatements.

AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker;

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Makers with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers pursuantto the Legislation is that each of the Funds be exempted fromdelivering to unitholders annual financial statements for theyear ended December 31, 2001 to be re-audited by Deloitte atthe time such statements are filed, provided that

i) the Deloitte Statements are substantiallythe same as the Arthur Andersen Statements in all materialrespects.

ii) the auditors' reports of the DeloitteStatements do not contain any reservation and the reportsrefer to the December 31, 2000 comparative statements ashaving been audited by other auditors.

October 4, 2002.

"Paul M. Moore"                    "RobertL. Shirriff"