TD Asset Management Ltd. and the TD Funds in Appendix A

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- relief granted from the mutual fund conflict of interest investment restrictions of the Securities Act (Ontario) to permit pooled funds to invest in other pooled funds.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 111(2)(b), 111(2)(c), 111(3), 113.

October 24, 2006

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990,

CHAPTER S.5, AS AMENDED

(the "Act")

AND

IN THE MATTER OF

TD ASSET MANAGEMENT LTD.

("TDAM")

AND

THE TD FUNDS IN APPENDIX A

(the "Existing Pooled Fund Trusts")

ORDER

Background

The Ontario Securities Commission has received an application under section 113 of the Act from TDAM, on its behalf and on behalf of the Existing Pooled Fund Trusts and any future pooled fund trusts of which TDAM is the manager (collectively, the TD Pooled Fund Trusts). TDAM wishes to engage or may wish to engage in certain fund on fund strategies that consist of a TD Pooled Fund Trust (each, a Top Fund) investing in one or more other TD Pooled Fund Trusts or other mutual funds of which TDAM, or an affiliate of TDAM, is the investment fund manager (each, an Underlying Fund). TDAM has applied for an exemption from the restrictions contained in paragraph 111(2)(b) and subsection 111(3) of the Act (the Requested Relief) prohibiting a mutual fund in Ontario from knowingly making or holding an investment:

(i) in a person or company in which the mutual fund, alone or together with one or more related mutual funds, is a substantial securityholder; or

(ii) in an issuer in which

(1) any officer or director of the mutual fund, its management company or distribution company or an associate of any of them, or

(2) any person or company who is a substantial securityholder of the mutual fund, its management company or its distribution company has a significant interest.

Interpretation

Defined terms contained in National Instrument 14-101 -- Definitions and in the Act have the same meaning in this decision unless they are otherwise defined in this decision.

Representations

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

1. TDAM is a corporation amalgamated under the Business Corporations Act (Ontario).

2. TDAM is registered as an investment counsel and portfolio manager and as a limited market dealer under the Act.

3. Each of the TD Pooled Fund Trusts is or will be a unit trust organized under the laws of Ontario that is a mutual fund in Ontario.

4. Each of the Underlying Funds is or will be a mutual fund in Ontario.

5. TDAM is or will be the investment fund manager of the TD Pooled Fund Trusts.

6. The Canada Trust Company is or will be the trustee of the TD Pooled Fund Trusts unless the trustee is changed in accordance with the terms of any trust agreement relating to the TD Pooled Fund Trusts.

7. Securities of the Top Funds are or will be distributed by TDAM to purchasers (Exempt Purchasers) on a private placement basis under one or more exemptions from the prospectus requirement or in accordance with regulatory relief granted to TDAM.

8. A Top Fund may invest a portion of its assets in securities of an Underlying Fund.

9. The percentage of the assets of a Top Fund that are invested in securities of an Underlying Fund will be determined by TDAM from time to time on a basis that TDAM considers is appropriate for the Top Fund and is consistent with the investment objectives of the Top Fund.

10. TDAM will not make an investment for a Top Fund in an Underlying Fund unless TDAM considers that the Top Fund is an appropriate investor for the Underlying Fund.

11. One or more Top Funds and other related mutual funds may be substantial securityholders of an Underlying Fund.

12. A substantial securityholder of a Top Fund may have a significant interest in an Underlying Fund in which the Top Funds invests.

13. There will be no charges payable by a Top Fund in respect of an acquisition or redemption of securities of an Underlying Fund by a Top Fund.

14. There will be no management fees or incentive fees payable by a Top Fund that, to a reasonable person, would duplicate a fee payable by the Underlying Fund for the same service.

15. TDAM will not cause the securities of an Underlying Fund held by a Top Fund to be voted at any meeting of the securityholders of an Underlying Fund, except that TDAM may, but is not required to, arrange for the securities of an Underlying Fund held by a Top Fund to be voted by the securityholders of the Top Fund.

16. The financial statements of each of the TD Pooled Fund Trusts will be prepared and delivered to securityholders in accordance with National Instrument 81-106 (NI 81-106).

17. The financial statements of each Underlying Fund will be prepared and delivered to securityholders in accordance with NI 81-106.

18. The securityholders of a Top Fund will receive the financial statements of any Underlying Fund in which the Top Fund invests on request.

19. Each existing investor has received and any future investor will receive an offering circular (the Offering Circular) in respect of the TD Pooled Fund Trust in which they invest.

20. The investment objectives and restrictions applicable to a TD Pooled Fund Trust are described in the Offering Circular applicable to the Fund. The fees, compensation and expenses payable by a Top Fund are also contained in the Offering Circular applicable to the Top Fund as are matters relating to the structure of the Top Fund, the calculation of net asset value, distributions, the powers and duties of TDAM and the Trustee, the risk factors associated with an investment in the Top Fund and all other matters material to the Top Fund. The Offering Circular discloses that in pursuing its investment objectives a Top Fund may invest in an Underlying Fund. Certain of these matters are also summarized in the financial statements of the Top Fund.

21. Clients receive an account statement on a monthly basis showing the client's holdings of securities, including units of the TD Pooled Fund Trusts, and a portfolio holdings report on a quarterly basis showing a Top Fund's holdings of securities.

22. An investment by a Top Fund in securities of an Underlying Fund will represent the business judgment of responsible persons uninfluenced by considerations other than the best interests of the Top Fund and the Underlying Fund.

Order

The Commission is satisfied that the test contained in the Act that provides the Commission with the jurisdiction to make the order has been met. The Commission grants the Requested Relief so long as:

(a) Securities of the Top Funds are distributed in Ontario solely to Exempt Purchasers.

(b) Each of the Underlying Funds is or will be a mutual fund in Ontario.

(c) TDAM will not cause the securities of an Underlying Fund held by a Top Fund to be voted at any meeting of the securityholders of an Underlying Fund, except that TDAM may, but is not required to, arrange for the securities of an Underlying Fund held by a Top Fund to be voted by the securityholders of the Top Fund.

(d) Each future investor will receive the Offering Circular in respect of the TD Pooled Fund Trust in which they invest.

(e) There will be no charges payable by a Top Fund in respect of an acquisition or redemption of securities of an Underlying Fund by a Top Fund.

(f) There will be no management fees or incentive fees payable by a Top Fund that, to a reasonable person, would duplicate a fee payable by the Underlying Fund for the same service.

"David L. Knight"

"Suresh Thakrar"

APPENDIX A