TD Asset Management Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - 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 LEGISLATIONOF

ONTARIO, ALBERTA, SASKATCHEWAN,QUEBEC,

NOVA SCOTIA AND NEWFOUNDLANDAND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

TD PRIVATE NORTH AMERICANEQUITY INCOME FUND AND

TD PRIVATE U.S. EQUITY INCOMEFUND

(individually a "Fund"and collectively, the "Funds")

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof the provinces of Ontario, Alberta, Saskatchewan, Québec,Nova Scotia and Newfoundland and Labrador (the "Jurisdictions")has received an application from TD Asset Management Inc. ("TDAM"),in its capacity as trustee and manager of the Funds, for a decisionunder the securities legislation of the Jurisdictions (the "Legislation")that the Funds be deemed to have ceased to be reporting issuersin the Jurisdictions;

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

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

AND WHEREAS TDAM and the Funds have representedto the Decision Makers that:

1. TDAM, a corporation subject to the BusinessCorporations Act (Ontario), is a wholly-owned subsidiaryof the Toronto-Dominion Bank.

2. The head office of TDAM is located in Toronto,Ontario.

3. TDAM is the trustee and manager of theFunds.

4. Each Fund is a mutual fund trust governedunder the laws of Ontario pursuant to an amended and restatedTrust Indenture dated as of April 4, 2003, as amended on May28, 2003.

5. Each Fund filed a simplified prospectusand annual information form (collectively, the "SimplifiedProspectuses") dated January 15, 1996 in the Jurisdictionsand, upon obtaining final receipts for the Simplified Prospectuses,became reporting issuers in the Jurisdictions.

6. The Funds are currently reporting issuersin the Jurisdictions.

7. To the best of TDAM's knowledge, the Fundsare not in default of any of their obligations as reportingissuers under the Legislation or any of the requirements ofthe Legislation, other than the failure on the part of eachFund to file an Annual Report for the year ended December31, 2002.

8. There is no current prospectus for theFunds.

9. TDAM has determined that it is no longerdesirable to offer units in the Funds to the public.

10. No securities of the Funds are listedor quoted on any exchange or market.

11. TDAM, on its own behalf and not in itscapacity as trustee of the Funds, is the sole unitholder ofeach Fund and as such is the sole beneficial owner of allthe outstanding units of each Fund.

12. Other than the units of each Fund heldby TDAM on its own behalf, each Fund has no securities, includingdebt securities, outstanding.

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

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

THE DECISION of the Decision Makers underthe Legislation is that the Funds be deemed to have ceased tobe reporting issuers in each of the Jurisdictions.

July 25, 2003.