TD Capital Trust and TD Securities Inc.

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - issuer is a relatedissuer of the lead underwriter of a proposed distribution of its securities- leadunderwriter is exempt from the provision in the legislation restricting an underwriterfrom participating in a distribution of securities of a related issuer - independentunderwriter will underwrite at least 20% of the offering

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c.S.5, as am.

Applicable Ontario Regulations

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am., ss. 219(1),224(1)(b) and 233

Applicable Ontario Rules

In the Matter of the Limitation on a Registrant Underwriting Securities of a RelatedIssuer or Connected Issuer of the Registrant (1997) 20 O.S.C.B. 1217

Proposed Multi-Jurisdictional Instrument 33-105 - Underwriting Conflicts (1998) 21O.S.C.B. 781, as amended (1999) 22 O.S.C.B. 149

WHEREAS the Canadian securities regulatory authority or regulator (the "DecisionMaker") in each of British Columbia, Ontario, Québec and Newfoundland (the"Jurisdictions") has received an application from TD Securities Inc. (the "LeadUnderwriter") for a decision pursuant to the securities legislation of the Jurisdictions (the"Legislation") that the provision contained in the Legislation restricting an underwriter fromparticipating in a distribution of securities of a related issuer (the "Underwriter Restriction")shall not apply to the Lead Underwriter in respect of the proposed distribution (the"Offering") of Capital Trust Securities - Series 2009 ("TD CaTS") of TD Capital Trust (the"Issuer");

AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System") the Ontario Securities Commission is the principalregulator for this application;

AND WHEREAS the Lead Underwriter has represented to the Decision Makers that:

1. the Issuer is a trust established under the laws of the Province of Ontario pursuantto a declaration of trust dated February 14, 2000, and the Offering will be the initialpublic offering of the Issuer;

2. the Issuer filed a preliminary long form prospectus (the "Preliminary Prospectus")on February 14, 2000 and intends to file a final long form prospectus (the"Prospectus") relating to the Offering in all Canadian provinces and territories;

3. the Issuer entered into an underwriting agreement on March 2, 2000 in respect ofthe Offering with a syndicate of underwriters as follows:

TD Securities Inc. 24%

Scotia Capital Inc. 20%

Goldman Sachs Canada Inc. 15%

CIBC World Markets Inc. 10%

RBC Dominion Securities Inc. 10%

BMO Nesbitt Burns Inc. 10%

Merrill Lynch Canada Inc. 5%

National Bank Financial Inc. 5%

Trilon Securities Corporation 1%

4. each of Scotia Capital Inc., Goldman Sachs Canada Inc., CIBC World Markets Inc.,RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., Merrill Lynch Canada Inc.,National Bank Financial Inc. and Trilon Securities Corporation (the "IndependentUnderwriters" and collectively with the Lead Underwriter, the "Underwriters") is anindependent underwriter (as defined in Proposed Multi-Jurisdictional Instrument 33-105 - Underwriting Conflicts ("MJI 33-105")) with respect to the Offering;

5. the Lead Underwriter is a wholly-owned subsidiary of The Toronto-Dominion Bank(the "Bank");

6. TD Trust Company, the trustee of the Issuer, is a wholly-owned subsidiary of theBank;

7. the Issuer is a related issuer (as defined in the Legislation and MJI 33-105) of theLead Underwriter;

8. the Lead Underwriter is registered under the Legislation in the categories of"broker" and "investment dealer";

9. the information set out in Appendix C of MJI 33-105 is included in the PreliminaryProspectus and will be included in the Prospectus;

10. the Lead Underwriter will receive no benefit relating to the Offering other than thepayment of its fees in connection therewith;

11. each of Scotia Capital Inc. and Goldman Sachs Canada Inc. participated in thestructuring and pricing of the Offering and in the due diligence activities conductedin connection with the Offering, and such roles will be disclosed in the Prospectus;and

12. the certificate page of the Prospectus will be signed by each of the Underwriters;

AND WHEREAS pursuant to the System this MRRS Decision Document evidencesthe decision of each Decision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained inthe Legislation that provides the Decision Maker with the jurisdiction to make the Decisionhas been met;

THE DECISION of the Decision Makers pursuant to the Legislation is that theUnderwriter Restriction shall not apply to the Lead Underwriter in respect of the Offering.

March 9^th, 2000.

"J. A. Geller"     "K. D. Adams"