Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Issuer is a related issuer and connected issuer of applicant underwriter - issuer administered by parent of the underwriter - issuer proposing a distribution of asset-backed securities - complete relief from the independent underwriter requirement in the Legislation granted since over 90% of the Offering is expected to be sold to institutional investors and no purchase under the prospectus shall be for less than $500,000 - adequate disclosure in the prospectus of the relationship between the issuer and the underwriter.

Applicable British Columbia Provisions

Securities Act, R.S.B.C. 1996, c. 418, s. 48
Securities Rules, B.C. Reg. 194/97, s. 78(2)(b)

IN THE MATTER OF THE CANADIAN SECURITIES LEGISLATION OF ONTARIO, BRITISH COLUMBIA, ALBERTA, QUÉBEC AND NEWFOUNDLAND

AND

IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF SOLAR TRUST AND TD SECURITIES INC.

MRRS DECISION DOCUMENT

WHEREAS the Canadian securities regulatory authority or regulator (the “Decision Maker”) in each of Ontario, British Columbia, Alberta, Québec and Newfoundland (the “Jurisdictions”) has received an application from Solar Trust (the “Issuer”) and TD Securities Inc. (“TDSI”) (the Issuer and TDSI are collectively referred to herein as the “Filers”) for a decision pursuant to the securities legislation of the Jurisdictions (the “Legislation”) that the provision contained in the Legislation mandating independent underwriter involvement shall not apply to TDSI and the Issuer in respect of the proposed offering of Commercial Mortgage Pass-Through Certificates, Series 2001-1:

AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the “MRRS”) the Ontario Securities Commission is the principal regulator for this Application;

AND WHEREAS it has been represented by the Filers to the Decision Makers that:

1. the Issuer was created pursuant to a declaration of trust dated July 5, 2000 under the laws of the Province of Ontario. The Issuer trustee (the “Issuer Trustee”) is CIBC Mellon Trust Company, a trust company incorporated under the Trust and Loans Companies Act (Canada). The Issuer Trustee’s registered and principal office is located in Toronto, Ontario;

2. to date the Issuer has issued $189,550,000 (initial certificate balance) of Commercial Mortgage Pass-Through Certificates, Series 2000-1 (the “Series 2000-1 Certificates”);

3. the Issuer became a reporting issuer in certain of the provinces following the filing of its prospectus on October 24, 2000. The Issuer recently filed its renewal annual information form for its financial year ended on December 31, 2000;

4. the Issuer has received exemptions from securities authorities from certain disclosure and reporting requirements. The exemptions relieve the Issuer from the requirement to file with securities authorities interim and annual financial statements as the continued financial performance of the Issuer is not relevant to an investor because the Series 2000-1 Certificates do not represent any interest or claim on any assets of the Issuer;

5. the Issuer currently has no assets or liabilities other than its rights and obligations under certain of the material contracts related to the Series 2000-1 Certificates transaction and does not presently carry on any activities except in relation to the Series 2000-1 Certificates;

6. TDSI is a corporation incorporated under the Business Corporations Act (Ontario) and is a wholly-owned subsidiary of The Toronto-Dominion Bank (“TD”);

7. TDSI is not a reporting issuer in any Canadian province;

8. TDSI is registered as a dealer in the Jurisdictions in the categories of “broker” and “investment dealer” and is a member of the Investment Dealers Association of Canada;

9. the Issuer proposes to offer Commercial Mortgage Pass-Through Certificates, Series 2001-1 (the “Series 2001-1 Certificates”), issuable in classes, with an Approved Rating by an Approved Rating Organization, as those terms are defined in the Legislation with respect to short form prospectus distributions, to the public in Canada (the “Offering”), to finance the purchase by the Issuer from Commercial Mortgage Origination Company of Canada Inc. of particular mortgage loans deposited with The Canada Trust Company as custodian; each Series 2001-1 Certificate of a particular class will represent an undivided co-ownership interest in such mortgage loans;

10. DSI proposes to act as the underwriter in connection with the distribution of 100% of the dollar value of the distribution for the proposed Offering;

11. the Filers expect that the vast majority of the Offering, in which the minimum subscription will be $500,000, will be made to Canadian institutions, pension funds, endowment funds or mutual funds based upon their experience with respect to the Series 2000-1 Certificates;

12. TDSI will receive as a result of the proposed Offering the normal arm’s length underwriting commission, fees compensating it for its assistance to TD in establishing the program and its work in relation to the Series 2001-1 Certificates offering and reimbursement of expenses associated with a public offering in Canada, which commissions and reimbursements shall for purposes of this Decision be deemed to include the increases or decreases contemplated by Section 3.5(a)(1) of National Policy No. 44 and by the applicable securities legislation in Québec;

13. the Issuer may be considered to be a related issuer (as defined in the Legislation) and therefore a connected (or equivalent) issuer (as defined in the Legislation) of TDSI for the purposes of the proposed Offering because:

(a) TDSI is a subsidiary of TD;

(b) TD is taking the initiative in organizing the business of the Issuer in connection with the proposed Offering and may be considered to be a “promoter” of the Issuer; and

(c) TD administers the on-going operations of the Issuer pursuant to an administrative services agreement.

14. in connection with the proposed distribution by TDSI of 100% of the Series 2001-1 Certificates of the Issuer, the preliminary and final prospectus of the Issuer will contain the following information:

(a) on the front page of each of such document,

(i) a statement, naming TDSI, in bold type which states that the Issuer is a related or connected issuer of TDSI in connection with the distribution,

(ii) a summary, naming TDSI, in bold type which states that the Issuer is a related or connected issuer of TDSI in connection with the distribution,

(iii) a cross-reference to the applicable section in the body of the document where further information concerning the relationship between the Issuer and TDSI is provided, and

(iv) a statement that the minimum subscription amount is $500,000;

(b) in the body of each such document,

(i) a statement, naming TDSI, that the Issuer is a related or connected issuer of TDSI in connection with the distribution,

(ii) the basis on which the Issuer is a related or connected issuer to TDSI, including details of the common links between TD, TDSI and the Issuer, and the other aspects of the relationship between TDSI and the Issuer,

(iii) disclosure regarding the involvement of TDSI and of TD in the decision to distribute the Series 2001-1 Certificates being offered and the determination of the terms of the distribution, and

(iv) details of certain of the financial benefits described in paragraph 12 above which TDSI will receive from the proposed Offering.

AND WHEREAS pursuant to the MRRS this Decision Document evidences the decision of each Decision Maker (collectively, the “Decision”);

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

THE DECISION of the Decision Makers pursuant to the Legislation is that the requirement contained in the Legislation mandating independent underwriter involvement shall not apply to TDSI and the Issuer in connection with the Offering provided that the Issuer complies with paragraph 14 hereof.

DATED this 11th day of July, 2001.

Paul Moore R. S. Paddon