Securities Law & Instruments

Headnote

Item E(1) of Appendix C of OSC Rule 13-502 Fees-- exemption for pooled funds from paying an activity fee of$5,500 in connection with an application brought under subsection147 of the Act, provided an activity fee be paid on the basisthat the application be treated as an application for otherregulatory relief under item E(3) of Appendix C of the Rule.

Rules Cited

Ontario Securities Commission Rule 13-502, Fees,(2003) 26 OSCB 891.

Securities Act, R.S.O. 1990, c. S.5 as am.,ss. 77(2) and ss. 78(1).

National Instrument 13-101 -- System for ElectronicDocument Analysis and Retrieval (SEDAR), s. 2.1(1)1.

BY FAX

August 28, 2003

Torys LLP
Suite 3000
Maritime Life Tower
Box 270, TD Centre
Toronto, Ontario M5K 1N2

Attention: Karen A. Malatest

Dear Sirs/Mesdames:

Re:
TD Asset Management Inc.
Application for Exemptive Reliefunder OSC Rule 13-502 Fees (the "Rule" or "Rule13-502")
Application No. 562/03

By letter dated August 19, 2003 (the "Application"),you applied on behalf of TD Asset Management Inc. ("TDAM"),the manager of certain pooled funds listed in the Application(the "Existing Pooled Funds") and other pooled fundsmanaged by TDAM from time to time (collectively with the ExistingPooled Funds, the "Pooled Funds"), to the OntarioSecurities Commission (the "Commission") under subsection147 of the Securities Act Ontario (the "Act") forrelief from subsections 77(2) and 78(1) of the Act, which requiresevery mutual fund in Ontario to file interim and comparativeannual financial statements (the "Financial Statements")with the Commission.

By same date and cover, you additionally appliedto the securities regulatory authority in Ontario (the "DecisionMaker") on behalf of TDAM, the manager of the ExistingPooled Funds, for an exemption, pursuant to subsection 6.1 ofRule 13-502, from the requirement to pay an activity fee of$5,500 in connection with the Application in accordance withitem E(1) of Appendix C of the Rule, on the condition that feesbe paid on the basis that the Application be treated as an applicationfor other regulatory relief under item E(3) of Appendix C ofRule 13-502, and from the requirement to pay an activity feeof $1,500 in connection with the latter relief (the "FeesExemption")

Item E of Appendix C of Rule 13-502 specifiesthe activity fee applicable for applications for discretionaryrelief. Item E(1) specifies that applications under subsection147 of the Act pay an activity fee of $5,500, whereas item E(3)specifies that applications for other regulatory relief payan activity fee of $1,500.

From our review of the Application and otherinformation communicated to staff, we understand the relevantfacts and representations to be as follows:

1. TDAM is a corporation existing under thelaws of Ontario with its head office in Toronto, Ontario.TDAM is the manager of the Existing Pooled Funds. TDAM isregistered under the Act as an adviser in the categories ofinvestment counsel and portfolio manager and a limited marketdealer and under the Commodity Futures Act (Ontario)in the category of commodity trading manager.

2. The Existing Pooled Funds are open-endmutual fund trusts established under the laws of Ontario.The Existing Pooled Funds are not reporting issuers in anyprovince or territory of Canada. Units of the Existing PooledFunds are distributed in each of the provinces and territoriesof Canada without a prospectus pursuant to exemptions fromthe prospectus delivery requirements of applicable securitieslegislation.

3. The Existing Pooled Funds fit within thedefinition of "mutual fund in Ontario" in section1(1) of the Act and are thus required to file Financial Statementswith the Commission under subsections 77(2) and 78(1) of theAct.

4. Section 2.1(1)1 of National Instrument13-101 -- System for Electronic Document Analysis and Retrieval(SEDAR) ("Rule 13-101") requires that every issuerrequired to file a document under securities legislation makeits filing through SEDAR. The Financial Statements filed withthe Commission thus become publicly available.

5. In the Application, TDAM and the PooledFunds have requested under subsection 147 of the Act relieffrom filing the Financial Statements with the Commission.The activity fee associated with the Application is $5,500in accordance with item E(1) of Appendix C of Rule 13-502.

6. If TDAM and the Pooled Funds had, as analternative to the Application, sought an exemption from therequirement to file the Financial Statements via SEDAR, theactivity fee for that application would be $1,500 in accordancewith item E(3) of Appendix C of Rule 13-502.

7. If the Pooled Funds were reporting issuersseeking the same relief as requested in the Application, suchrelief could be sought under section 80 of the Act, ratherthan under subsection 147 of the Act, and the activity feefor that application would be $1,500 in accordance with itemE(3) of Appendix C of Rule 13-502.

Decision

This letter confirms that, based on the informationprovided in the Application, other communications to staff,and the facts and representations above, and for the purposesdescribed in the Application, the Decision Maker hereby exemptsTDAM and the Pooled Funds from

i) paying an activity fee of $5,500 in connectionwith the Application, provided that TDAM and the Pooled Fundspay an activity fee on the basis that the Application be treatedas an application for other regulatory relief under item E(3)of Appendix C to Rule 13-502, and

ii) paying an activity fee of $1,500 in connectionwith the Fees Exemption application under item E(3) of AppendixC to Rule 13-502.

Yours truly,

"Susan Silma"