TD Asset Management Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Relief granted to permit Part B sections of simplified prospectuses where Part A and Part B sections are separately bound, to be amended by way of amendment that does not fully restate the text of the entire Part B -- relief applicable to existing funds and future funds to be managed by the fund manager.

Applicable Legislative Provisions

National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.2(1), 2.2(2).

September 28, 2006

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO, BRITISH COLUMBIA, ALBERTA,

SASKATCHEWAN, MANITOBA, QUEBEC,

NEW BRUNSWICK, NOVA SCOTIA,

PRINCE EDWARD ISLAND, NEWFOUNDLAND,

NORTHWEST TERRITORIES,YUKON

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" or the "Filer")

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption from the requirement in section 2.2(2) of National Instrument 81-101 (NI 81-101), which requires that an amendment to the Part B section that is separately bound from the Part A section of a simplified prospectus shall be effected only by way of an amended and restated Part B section, in respect of the mutual funds listed in Schedule A , other funds that are reporting issuers and managed by the Filer, and any other funds that are reporting issuers and managed by TDAM in the future (collectively, the Funds) which are offered under simplified prospectus wherein the Part A and Part B sections are bound separately (the "Requested Relief").

Under the Mutual Reliance Review System for Exemptive Relief Applications:

(a) the Ontario Securities Commission is the principal regulator for this application;

and

(b) this MRRS decision document evidences the decision of each Decision Maker.

Representations

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

1. TDAM is a corporation incorporated under the laws of Ontario and has its head office in Toronto, Ontario. TDAM is the trustee and manager of the Funds.

2. The Funds are open-end mutual funds established under the laws of Ontario.

3. The Funds are reporting issuers under the securities laws of each of the Jurisdictions. None of the Funds is in default of any requirements of applicable securities legislation.

4. The Funds offer securities under a number of simplified prospectuses in which the the Part B sections are bound separately from the Part A section. For example, certain of these prospectuses have Part B sections which are bound separately from the Part A section in booklets which vary in size. Section 2.2(2) of NI 81-101 requires that any amendment to the separately bound Part B section of these prospectuses must be by way of an amended and restated Part B section (the Restatement Format), rather than by way of an amendment that does not fully restate the text of the entire Part B section (the Amendment Format).

5. The experience has been that the Funds typically file one or more amendments during the currency of each prospectus.

6. The Filer considers that the costs associated with amending and restating a separately bound entire Part B section exceed the costs of an amendment that does not fully restate the text of the Part B section. The Filer considers that the Requested Relief will permit the Filer to use an amending format for each Funds' Part B section that is most efficient and cost effective.

Decision

Each of the Decision Makers is satisfied that, based on the information and representations contained in the Application and this decision that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make this decision has been met.

The decision of the Decision Makers under the Legislation is that the Requested Relief is granted, thereby permitting an amendment to the separately bound Part B section of a simplified prospectus of a Fund to be prepared in either the Amendment Format or the Restatement Format, as the Filer or the Fund determines.

SCHEDULE A