AND IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS AND IN THE MATTER OF TD ASSET MANAGEMENT INC.

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1 July 28, 2005 IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK, NOVA SCOTIA, PRINCE EDWARD ISLAND, NEWFOUNDLAND AND LABRADOR, YUKON, NORTHWEST TERRITORIES AND NUNAVUT (the Jurisdictions) AND IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS AND IN THE MATTER OF TD ASSET MANAGEMENT INC. (TDAM) Background MRRS DECISION DOCUMENT The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application (the Application) from TDAM dated May 30, 2005, in connection with the proposed mergers between the terminating funds (the Terminating Funds) and the continuing funds (the Continuing Funds) identified in Appendix A to this decision (the Proposed Mergers) and all future mergers of mutual funds (individually, a Fund, collectively, the Funds) managed by TDAM (collectively, the Mergers) for a decision pursuant to section 19.1 of National Instrument (NI ): 1. for the Proposed Mergers only, approval of the Proposed Mergers to the extent required under Paragraph 5.5(1)(b) of NI (the Merger Approval Relief). 2. for the Mergers, to permit TDAM to send unitholders in certain circumstances when all the Part B sections of a multiple simplified prospectus are bound together with the Part A section, a tailored document consisting of: (i) (ii) the current Part A of the simplified prospectus, and the current Part B of the simplified prospectus of the applicable continuing Fund(s),

2 - 2 - in satisfaction of the simplified prospectus delivery requirement in Clause 5.6(1)(f)(ii) of NI (the Prospectus Delivery Relief). 3. for the Mergers, to permit TDAM to not send unitholders the most recent interim and annual financial statements of the applicable continuing Fund unless a unitholder requests a copy of such financial statements (the Financial Statement Delivery Relief). Under the Mutual Reliance Review System for Exemptive Relief Applications: (b) the Ontario Securities Commission is the principal regulator for this application, and this MRRS decision document evidences the decision of each Decision Maker. Interpretation Defined terms contained in National Instrument Definitions have the same meaning in this decision unless they are defined in this decision. Representations This decision is based on the following facts represented by TDAM: General 1. TDAM is a wholly-owned subsidiary of The Toronto-Dominion Bank and is registered under the Securities Act (Ontario) as an adviser in the categories of investment counsel and portfolio manager and as a limited market dealer, and under the Commodity Futures Act (Ontario) in the category of commodity trading manager. 2. TDAM is, or will be, the manager of the Funds. Each of the Funds is, or will be, a trust established under the laws of Ontario. Each of the Funds is a reporting issuer in each of the Jurisdictions and units of the Funds are offered on a continuous basis pursuant to one or more simplified prospectuses. 3. In order to obtain the unitholder approvals required to effect the Proposed Mergers, TDAM will call and hold special meetings (the Meetings) of the unitholders of each Terminating Fund. 4. Paragraph 5.6(1)(f) of NI requires, in connection with a Merger that is a pre-approved merger, that the materials sent to unitholders of a terminating Fund include: (i) a circular in the prescribed form; (ii) the current simplified prospectus and the most recent annual and interim financial statements of the

3 - 3 - relevant continuing Fund; and (iii) a statement as to how unitholders can obtain the current annual information form of the relevant continuing Fund. 5. In connection with each Merger, TDAM will send unitholders of each terminating Fund: (i) a circular in the prescribed form; (ii) a current simplified prospectus of the applicable series of units of the continuing Fund or, in certain circumstances, a customized version of the simplified prospectus of the applicable series of units of the continuing Fund where the Part A disclosure and Part B disclosure are bound together in a multiple simplified prospectus; and (iii) a statement as to how unitholders can obtain the current annual information form, and the most recent annual and interim financial statements of the relevant continuing Fund. 6. TD International Growth Fund (Growth Fund) currently offers Investor Series, Institutional Series, Advisor Series and F-Series units, while its Continuing Fund, TD International Equity Fund (Equity Fund), offers Investor Series, Institutional Series and Advisor Series units. Equity Fund proposes to create F-Series units prior to the effective date of the Proposed Merger. However, at the time of mailing of the information circular, a current simplified prospectus in respect of F- Series units of Equity Fund will not be available (although TDAM expects to file a simplified prospectus for F-Series units prior to the effective date of the Proposed Mergers). TDAM will include with the circular a copy of the current simplified prospectus for Equity Fund and will provide disclosure relating to the attributes of the F-Series units in the information circular. Characteristics of the Proposed Mergers 7. Each of the Proposed Mergers will be structured as follows: (b) (c) (d) prior to the date of the Proposed Merger, each Terminating Fund will sell any securities in its portfolio that do not meet the investment objectives and investment strategies of the corresponding Continuing Fund. As a result, a Terminating Fund may temporarily hold cash or money market instruments and may not be fully invested for a brief period of time prior to its Proposed Merger; the value of a Terminating Fund s portfolio and other assets will be determined at the close of business on the effective date of the Proposed Merger in accordance with its declaration of trust; the Continuing Fund will acquire the investment portfolio and other assets of the applicable Terminating Fund in exchange for units of the Continuing Fund; the Continuing Fund will not assume liabilities of the applicable Terminating Fund and the Terminating Fund will retain sufficient assets to satisfy its estimated liabilities, if any, as of the date of the Proposed Merger;

4 - 4 - (e) (f) (g) the units of the Continuing Fund received by a Terminating Fund will have an aggregate net asset value equal to the value of the Terminating Fund's portfolio assets and other assets that the Continuing Fund is acquiring, which units will be issued at the applicable series net asset value per unit as of the close of business on the effective date of the Proposed Merger; immediately thereafter, each Terminating Fund will redeem all of its outstanding units and will distribute to unitholders of the Terminating Fund the units of the Continuing Fund received by it on a dollar-for-dollar and series-by-series basis in exchange for their units in the Terminating Fund; and as soon as reasonably possible following the Proposed Merger, each Terminating Fund will be wound up. 8. The investment objective, investment strategies, registered plan eligibility, fee structure, annual returns and net asset value of each Terminating Fund and the corresponding Continuing Fund are set out at Schedule A to the Application. 9. For the reasons set out below, TDAM has concluded that the pre-approval provided for in Section 5.6 of NI may not be available in respect of the Proposed Mergers. Proposed Merger of TD Canadian Government Bond Index Fund into TD Canadian Bond Index Fund Merger 10. TD Canadian Government Bond Index Fund seeks to track the SC All Government Bond Index and restricts its investments to instruments issued by Canadian federal, provincial or municipal governments or their agencies, while TD Canadian Bond Index Fund seeks to track the performance of the SC Universe Bond Index and does not restrict its investments to those issued by governments. Proposed Merger of Growth Fund into Equity Fund 11. The pre-approval in Section 5.6 of NI does not apply to the Proposed Merger between Growth Fund and Equity Fund as a simplified prospectus for the F-Series units of Equity Fund is not available (as required under Clause 5.6(f)(ii) of NI ). TDAM is proposing to reduce the management fees of Equity Fund to the same level as those payable in respect of Growth Fund if this Proposed Merger becomes effective. Proposed Merger of each of TD Managed Index Income Portfolio, TD Managed Index Income & Moderate Growth Portfolio, TD Managed Index Balanced Growth Portfolio, TD Managed Index Aggressive Growth Portfolio, TD Managed Index Maximum Equity Growth Portfolio (each a Portfolio) into TD Managed Index Income RSP Portfolio, TD

5 - 5 - Managed Index Income & Moderate Growth RSP Portfolio, TD Managed Index Balanced Growth RSP Portfolio, TD Managed Index Aggressive Growth RSP Portfolio, TD Managed Index Maximum Equity Growth RSP Portfolio (each an RSP Portfolio) 12. While the investment objective of each Portfolio and its corresponding RSP Portfolio are similar, each RSP Portfolio has the additional investment objective of remaining at all times 100% eligible for Retirement Plans. Decision Each of the Decision Makers is satisfied that, based on the information and representations contained in the Application and this decision, the tests contained in NI that provide the Decision Maker with the jurisdiction to make the Decision have been met. The decision of the Decision Makers under NI is that: 1. The Merger Approval Relief is granted; 2. The Prospectus Delivery Relief is granted provided that: TDAM send to unitholders in circumstances when all the Part B sections of a multiple simplified prospectus are bound together with the Part A section, a tailored document consisting of: (i) (ii) the current Part A of the simplified prospectus, and the current Part B of the simplified prospectus of the applicable continuing Fund(s); 3. The Financial Statement Delivery Relief is granted provided that: (b) each terminating Fund and the applicable continuing Fund have an unqualified audit report in respect of their last completed financial period; the information circular sent to unitholders in connection with a Merger prominently discloses that unitholders have the option to request the financial statements incorporated by reference into the continuing Fund s simplified prospectus at no cost to them through either a toll-free telephone number, by accessing them on the SEDAR website at or by accessing the TDAM website at and

6 - 6 - (c) if a unitholder requests the financial statements for a continuing Fund, TDAM will make its best efforts to provide the unitholder with the financial statements in a timely manner so that the unitholder can make an informed decision regarding the Merger. Leslie Byberg Leslie Byberg Manager, Investment Funds Branch SEDAR Project # , ,

7 - 7 - Appendix A Terminating Fund TD Canadian Government Bond Index Fund TD International Growth Fund TD Managed Index Income Portfolio TD Managed Index Income & Moderate Growth Portfolio TD Managed Index Balanced Growth Portfolio TD Managed Index Aggressive Growth Portfolio TD Managed Index Maximum Equity Growth Portfolio Continuing Fund TD Canadian Bond Index Fund TD International Equity Fund TD Managed Index Income RSP Portfolio TD Managed Index Income & Moderate Growth RSP Portfolio TD Managed Index Balanced Growth RSP Portfolio TD Managed Index Aggressive Growth RSP Portfolio TD Managed Index Maximum Equity Growth RSP Portfolio

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