ndmo_sc13d.htm

SC 13D 1 ndmo_sc13d.htm SC 13D ndmo_sc13d.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. n/a )*

INVESCO MUNICIPAL TRUST

(Name of Issuer)

VARIABLE RATE MUNI TERM PREFERRED SHARES

(Title of Class of Securities)

46131J707

(CUSIP Number)

Toronto-Dominion Investments, Inc.

1 Vanderbilt Avenue

New York, NY 10017

(212) 827-7488

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 8, 2020

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 46131J707

1.	Names of Reporting Persons Toronto Dominion Investments, Inc. 36-2998941
2.	Check the Appropriate Box if a member of a Group (see instructions) a. ☐ b. ☒
3.	SEC Use Only __________________________________________
4.	Source of Funds (See Instructions): WC
5.	Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e). ☐
6.	Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power:

Shared Voting Power:

2,628

Sole Dispositive Power:

10.

Shared Dispositive Power:

2,628

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,628 shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
13.	Percent of Class Represented by Amount in Row (11): 100%
14.	Type of Reporting Person (See Instructions) CO

SCHEDULE 13D

CUSIP No. 46131J707

1.	Names of Reporting Persons Toronto Dominion Holdings (U.S.A.), Inc. 58-1495511
2.	Check the Appropriate Box if a member of a Group (see instructions) a. ☐ b. ☒
3.	SEC Use Only __________________________________________
4.	Source of Funds (See Instructions): WC
5.	Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e). ☐
6.	Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power:

Shared Voting Power:

2,628

Sole Dispositive Power:

10.

Shared Dispositive Power:

2,628

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,628 shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
13.	Percent of Class Represented by Amount in Row (11): 100%
14.	Type of Reporting Person (See Instructions) CO

SCHEDULE 13D

CUSIP No. 46131J707

1.	Names of Reporting Persons TD Group US Holdings LLC 47-4435262
2.	Check the Appropriate Box if a member of a Group (see instructions) a. ☐ b. ☒
3.	SEC Use Only __________________________________________
4.	Source of Funds (See Instructions): WC
5.	Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e). ☐
6.	Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power:

Shared Voting Power:

2,628

Sole Dispositive Power:

10.

Shared Dispositive Power:

2,628

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,628 shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
13.	Percent of Class Represented by Amount in Row (11): 100%
14.	Type of Reporting Person (See Instructions) OO

SCHEDULE 13D

CUSIP No. 46131J707

1.	Names of Reporting Persons The Toronto-Dominion Bank 13-5640479
2.	Check the Appropriate Box if a member of a Group (see instructions) a. ☐ b. ☒
3.	SEC Use Only __________________________________________
4.	Source of Funds (See Instructions): WC
5.	Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e). ☐
6.	Citizenship or Place of Organization Canada

Number of

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power:

Shared Voting Power:

2,628

Sole Dispositive Power:

10.

Shared Dispositive Power:

2,628

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,628 shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
13.	Percent of Class Represented by Amount in Row (11): 100%
14.	Type of Reporting Person (See Instructions) BK

Item 1 Security and Issuer

This Statement on Schedule 13D (this "Statement") relates to the purchase of 2,628 Variable Rate Muni Term Preferred Shares (CUSIP No. 46131J707) ("VMTP Shares") of Invesco Municipal Trust (the "Issuer" or the "Company"). This Statement is being filed by the Reporting Persons (as defined below) as a result of the purchase of VMTP Shares by TDI (as defined below). The Issuer's principal executive offices are located at 1555 Peachtree Street, Atlanta, Georgia, 30309.

Item 2 Identity and Background

(a) This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"):

	i.	Toronto Dominion Investments, Inc. ("TDI"), a Delaware corporation

	ii.	Toronto Dominion Holdings (U.S.A.), Inc. ("TDH") a Delaware corporation

	iii.	TD Group US Holdings LLC ("TD GUS") a Delaware limited liability company

	iv.	The Toronto-Dominion Bank ("TD") a Canadian chartered bank

This Statement relates to the VMTP Shares that were purchased for the account of TDI.

(b) The address of the principal business office of TDI is:

1 Vanderbilt Avenue

New York, New York 10017

The address of the principal business office of TDH is:

1 Vanderbilt Avenue

New York, New York 10017

The address of the principal business office of TD GUS is:

251 Little Falls Drive

Wellington, Delaware 19808

The address of the principal business office of TD is:

Toronto-Dominion Centre

P.O. Box 1

Toronto, Ontario, Canada M5k 1A2

(c) TD and its subsidiaries are principally engaged in the business of personal, commercial and wholesale banking and wealth management. TDI's principal business is limited to lending and investing.

Information concerning each executive officer, director and controlling person (the "Listed Persons") of the Reporting Persons is listed on Schedule I attached hereto, and is incorporated by reference herein. To the knowledge of the Reporting Persons, all of the Listed Persons are citizens of the United States, other than as otherwise specified on Schedule I hereto.

(d) During the last five years, the Reporting Persons have not, and to the best knowledge of the Reporting Persons none of the Listed Persons have, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Item 3 Source and Amount of Funds or Other Consideration

The aggregate amount of funds used by the Reporting Persons to purchase the securities reported herein was approximately $262,800,000. The source of funds was the working capital of the Reporting Persons.

The Reporting Persons declare that neither the filing of this Statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Company.

Item 4 Purpose of the Transaction

TDI has purchased the VMTP Shares for investment purposes. TDI acquired the VMTP Shares in an open market transaction for an aggregate purchase price of $262,800,000.

The Reporting Persons have not acquired the VMTP Shares with any purpose, or with the effect of, changing or influencing control of the issuer, or in connection with or as a participant in any transaction having that purpose or effect.

Item 5 Interest in Securities of the Issuer

(a) - (b) The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference.

As of October 8, 2020, the Reporting Persons beneficially owned an aggregate of 2,628 VMTP Shares representing 100% of the outstanding VMTP Shares of the Issuer. The 2,628 VMTP Shares reported herein consist of 2,628 VMTP Shares over which TDI is the record and beneficial owner. TDH is the sole owner of TDI and accordingly beneficially owns the VMTP Shares held by TDI. TD GUS is the sole owner of TDH and accordingly beneficially owns the VMTP Shares held by TDI. TD is the sole owner of TD GUS and accordingly beneficially owns the VMTP Shares held by TDI.

(c) There have been no transactions in the VMTP Shares that were effected during the past sixty days by the Reporting Persons other than as reported in this Statement.

(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, VMTP Shares that may be deemed to be beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 6 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The responses of the Reporting Persons to Item 4 are incorporated herein by reference. With respect to the VMTP Shares owned by TDI, TDI assigned certain voting rights on the VMTP Shares to a voting trust (the “Voting Trust”) created pursuant to the Special Rate Period Voting Trust Agreement, dated as of January 26, 2017, among TDI, Lord Securities Corporation, as voting trustee (the “Voting Trustee”) and Glass Lewis & Co., LLC (the “Voting Consultant”). Voting rights on the VMTP Shares not assigned to the Voting Trust have been retained by TDI. The Voting Trust provides that, with respect to voting matters relating to the voting rights assigned to the Voting Trust, the Voting Consultant analyzes such voting matters and makes a recommendation to the Voting Trustee on voting. The Voting Trustee is obligated to follow any such recommendations of the Voting Consultant when providing a vote.

Item 7 Material to be Filed as Exhibits

Exhibit	Description of Exhibit

99.1	Joint Filing Agreement

99.2	Certificate for TD

99.3	Secretary's Certificate for TD GUS

99.4	VMTP Shares Purchase Agreement dated October 8, 2020

99.5	VMTP Shares Registration Rights Agreement dated October 8, 2020

99.6	Special Rate Period Voting Trust Agreement

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 21, 2022

	TORONTO DOMINION INVESTMENTS, INC.

	By:	/s/ Christina Petrou
	Name:	Christina Petrou
	Title:	Vice President & Chief Operating Officer

	TORONTO DOMINION HOLDINGS (U.S.A.), INC.

	By:	/s/ Christina Petrou
	Name:	Christina Petrou
	Title:	Vice President & Chief Operating Officer

	TD GROUP US HOLDINGS LLC

	By:	/s/ Cody Botnick
	Name:	Cody Botnick
	Title:	Assistant Secretary

	THE TORONTO-DOMINION BANK

	By:	/s/ Christina Petrou
	Name:	Christina Petrou
	Title:	Vice President

LIST OF EXHIBITS

Exhibit	Description of Exhibit

99.1	Joint Filing Agreement

99.2	Certificate for TD

99.3	Secretary's Certificate for TD GUS

99.4	VMTP Shares Purchase Agreement dated October 8, 2020

99.5	VMTP Shares Registration Rights Agreement dated October 8, 2020

99.6	Special Rate Period Voting Trust Agreement

SCHEDULE I

INFORMATION RELATING TO THE EXECUTIVE OFFICERS AND DIRECTORS OF THE TD ENTITIES

The following sets forth the name, title and present principal occupation of each executive officer and director of TDI.

TORONTO DOMINION INVESTMENTS, INC.

EXECUTIVE OFFICERS AND DIRECTORS

Name

Title

Principal Occupation or Employment

Danny Salinas

(U.S. Citizen)

Nancy Haraf

(U.S. Citizen)

Richard Rosenthal

(US Citizen)

Christina Petrou

(US Citizen)

Robert Franciscus

(US Citizen)

Robyn Zeller

(US Citizen)

Director, Officer, & President

Director, Vice President & Treasurer

Officer, Vice President

Chief Financial Officer, Executive Managing Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

Director, Finance, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

Director, Financial & Regulatory Reporting, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

Chief Operating Officer, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

Managing Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

Executive Managing Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

Executive Officers and Directors of TDH

The following sets forth the name, title and present principal occupation of each executive officer and director of TDH.

TORONTO DOMINION HOLDINGS (U.S.A.), INC.

EXECUTIVE OFFICERS AND DIRECTORS

Name

Title

Principal Occupation or Employment

Glenn Gibson

(Canadian Citizen)

Christina Petrou

(US Citizen)

Nancy Haraf

(U.S. Citizen)

Robyn Zeller

(US Citizen)

Danny Salinas

(U.S. Citizen)

Robert Franciscus

(US Citizen)

Pradeep Mehra

(India Citizen)

Peter Stroud

(US Citizen)

Robert Doster

(US Citizen)

Stuart Homcy

(US Citizen)

President, Chief Executive Officer

Officer, Vice President, Chief Operating Officer

Officer & Director, Vice President & Treasurer

Officer & Director, Vice President

Officer, Vice President

Region Head, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

Chief Operating Officer, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

Director, Finance, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

Executive Managing Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

Chief Financial Officer, Executive Managing Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

Managing Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

Managing Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

Executive Officers and Directors of TD

The following sets forth the name, title and present principal occupation of each executive officer and director of TD.

THE TORONTO-DOMINION BANK

DIRECTORS

Name

Principal Occupation or Employment

Cherie L. Brant

(Canadian Citizen)

Amy W. Brinkley

(U.S. Citizen)

Brian C. Ferguson

(Canadian Citizen)

Colleen A. Goggins

(U.S. Citizen)

Jean-René Halde

(Canadian Citizen)

David E. Kepler

(U.S. Citizen)

Brian M. Levitt

(Canadian Citizen)

Alan N. MacGibbon

(Canadian Citizen)

Partner

Borden Ladner Gervais LLP

22 Adelaide St West, Suite 3400

Toronto, Ontario M5H 4E3

Consultant

AWB Consulting, LLC

2225 Sharon Lane

Charlotte, North Carolina 28211

Corporate Director and former President & Chief Executive Officer

Cenovus Energy Inc.

600 Princeton Way SW#505

Calgary, Alberta T2P 5N4

Corporate Director and retired Worldwide Chairman,

Consumer Group, Johnson & Johnson

7 Constitution Hill East

Princeton, New Jersey 08540

Corporate Director and retired President and Chief Executive Officer,

Business Development Bank of Canada

2813 rue des Outardes

Saint-Laurent, Quebec H4R 0H5

Corporate Director and retired Executive Vice President, The Dow Chemical Company

912 Turtle Cove

Sanford, Michigan 48657

Chairman of the Board

The Toronto-Dominion Bank

P.O. Box 1, TD Bank Tower

66 Wellington Street West, 4^th Floor

Toronto, Ontario M5K 1A2

Corporate Director and retired Managing Partner and Chief Executive of Deloitte LLP

15 Birkbank Drive

Oakville, Ontario L6J 4Z1

Karen E. Maidment

(Canadian Citizen)

Bharat B. Masrani

(Canadian and British Citizen)

Nadir H. Mohamed

(Canadian Citizen)

Claude Mongeau

(Canadian Citizen)

S. Jane Rowe

(Canadian Citizen)

Nancy G. Tower

(Canadian Citizen)

Corporate Director and former Chief Financial and Administrative Officer

BMO Financial Group

92 Salisbury Avenue

Cambridge, Ontario N1S 1J5

Group President and Chief Executive Officer

The Toronto-Dominion Bank

P.O. Box 1, TD Bank Tower

66 Wellington Street West, 4th Floor

Toronto, Ontario M5K 1A2

Corporate Director and former President and Chief Executive Officer,

Rogers Communications Inc.

Goodmans LLP

Bay Adelaide Centre

333 Bay Street, Suite 3400

Toronto, Ontario M5H 2S7

Corporate Director and former President and Chief Executive Officer, Canadian National Railway

Company

195 Maplewood Ave.

Outremont, Quebec H2V 2M6

Vice Chair, Investments

Ontario Teachers' Pension Plan Board

5650 Yonge Street

Toronto, Ontario M2M 4H5

Former President & Chief Executive Officer, Tampa Electric Company

1550 Dresden Row, Unit 1605

Halifax, Nova Scotia, Canada B3J 4A2

EXECUTIVE OFFICERS

Name

Principal Occupation or Employment

Bharat B. Masrani

(Canadian and British Citizen)

Riaz Ahmed

(Canadian Citizen)

Ajai K. Bambawale

(Canadian Citizen)

Raymond Chun

(Canadian Citizen)

Paul C. Douglas

(Canadian Citizen)

Barbara Hooper

(Canadian Citizen)

Greg Keeley

(U.S. Citizen)

Kenneth W. Lalonde

(Canadian Citizen)

Jane A. Langford

(Canadian Citizen)

Christine Morris

(Canadian Citizen)

Anita O'Dell

(U.S. Citizen)

Michael G. Rhodes

(U.S. Citizen)

Leovigildo Salom

(U.S. Citizen)

Kelvin Vi Luan Tran

(Canadian Citizen)

Group President and Chief Executive Officer, TD Bank Group

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2 Canada

President and CEO of TD Securities, Group Head, Wholesale Banking, TD Bank Group

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2 Canada

Group Head and Chief Risk Officer, TD Bank Group

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2 Canada

Group head, Wealth and Insurance, TD Bank Group

161 Bay Street, 35^th Floor

Toronto, Ontario M5J 2T2 Canada

Group Head, Canadian Business Banking, TD Bank Group

100 Wellington Street West, 27th Floor, TD West Tower

Toronto, Ontario M5K 1A2 Canada

Senior Executive Vice President, Treasury and Enterprise Strategy, TD Bank

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2 Canada

Senior Executive Vice President, Platforms & Technology, TD Bank Group

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2 Canada

Senior Executive Vice President and

Chief Human Resources Officer, TD Bank Group

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2 Canada

Executive Vice President and General Counsel, TD Bank Group

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2 Canada

Senior Executive Vice President, Transformation, Enablement and Customer Experience

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2 Canada

Senior Vice President and Chief Auditor, TD Bank Group

US Audit Admin 200 Carolina Point Pkwy, Bldg B

Greenville, SC 29607 SC1-009-415

Group Head, Canadian Personal Banking, TD Bank Group

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2 Canada

Group Head, U.S. Retail and CEO

TD Bank and President and CEO, TD Bank, America's Most Convenient Bank®

1701 Route 70 East, 2nd Floor

Cherry Hill, Camden, NJ 08003

Senior Executive Vice President and Chief Financial Officer, TD Bank

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2 Canada

SEC Form SC 13D filed by Invesco Municipal Trust