Order: In the Matter of TD-Waterhouse

IN THE MATTER OF THE SECURITIES ACT,
R.S.O., 1990, C. S. 5 AS AMENDED

-and-

IN THE MATTER OF TD-WATERHOUSE

ORDER
(Section 127 (1) and Section 127.1)

WHEREAS on September 19, 2005, the Ontario Securities Commission issued a Notice of Hearing pursuant to Section 127 and 127.1 of the Securities Act , R.S.O. 1990, c. S.5, as amended (the Act) in respect of TD Waterhouse (TDW);

AND WHEREAS TDW entered into a settlement agreement with Staff of the Commission dated September 19, 2005 in which it agreed to a proposed settlement of the proceeding commenced by the Notice of Hearing subject to the approval of the Commission;

AND UPON receiving the Settlement Agreement and the Notice of Hearing and upon hearing submissions of Staff and counsel for TDW;

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this Order;

IT IS ORDERED THAT:

1. the Settlement Agreement attached to this Order as Schedule “A” is approved;
2. pursuant to clause 6 of subsection 127(1) of the Act, TDW is reprimanded;
3. pursuant to section 127.1 of the Act, TDW shall pay the sum of $125,000 to the Ontario Securities Commission in respect of the costs of Staff’s investigation and the hearing of this matter.

Dated at Toronto, Ontario, this 30th day of September, 2005