SEC Form SC 13D/A filed by Delaware Investments National Municipal Income Fund (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND |
| (Name of Issuer) |
MUNI-MULTIMODE PREFERRED SHARES
(Title of Class of Securities)
24610T603
(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)
February 11, 2022
(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. 24610T603
| 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 Shares Beneficially Owned by Each Reporting Person With: | 7. | Sole Voting Power:
0 |
| 8. | Shared Voting Power:
1,350 | |
| 9. | Sole Dispositive Power:
0 | |
| 10. | Shared Dispositive Power:
1,350 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person:
1,350 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 |
| 2 |
SCHEDULE 13D
CUSIP No. 24610T603
| 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 Shares Beneficially Owned by Each Reporting Person With: | 7. | Sole Voting Power:
0 |
| 8. | Shared Voting Power:
1,350 | |
| 9. | Sole Dispositive Power:
0 | |
| 10. | Shared Dispositive Power:
1,350 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person:
1,350 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 |
| 3 |
SCHEDULE 13D
CUSIP No. 24610T603
| 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 Shares Beneficially Owned by Each Reporting Person With: | 7. | Sole Voting Power:
0 |
| 8. | Shared Voting Power:
1,350 | |
| 9. | Sole Dispositive Power:
0 | |
| 10. | Shared Dispositive Power:
1,350 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person:
1,350 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 |
| 4 |
SCHEDULE 13D
CUSIP No. 24610T603
| 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 Shares Beneficially Owned by Each Reporting Person With: | 7. | Sole Voting Power:
0 |
| 8. | Shared Voting Power:
1,350 | |
| 9. | Sole Dispositive Power:
0 | |
| 10. | Shared Dispositive Power:
1,350 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person:
1,350 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 |
| 5 |
Item 1 Security and Issuer
This Amendment No. 1 (this “Amendment”) amends, as set forth below, the statement on Schedule 13D, dated May 3, 2019 and filed with the SEC on May 6, 2019 (the “Original Schedule 13D”). This Amendment is being filed as a result of the reorganization of Delaware Investments Minnesota Municipal Income Fund II, Inc. (“VMM”) and Delaware Investments Colorado Municipal Income Fund, Inc. (“VCF”) into the Issuer on February 11, 2022 (the “Reorganization”) pursuant to which TDI (as defined below) exchanged its 750 Muni-MultiMode Preferred Shares (“MMP Shares”) of VMM (CUSIP No. 24610V806) and 300 MMP Shares of VCF (CUSIP No. 246101604) for an equal number of MMP Shares of the Issuer (CUIP No. 24610T603). The Issuer’s principal executive offices are located at 2005 Market Street, Philadelphia, PA 19103.
Item 2 Identity and Background
Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule I referenced therein and replacing it with Schedule I included with this Amendment.
Item 3 Source and Amount of Funds or Other Consideration
Item 3 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof:
“In connection with the Reorganization of VMM and VFC into the Issuer, TDI exchanged its 750 MMP Shares of VMM (CUSIP No. 24610V806) and 300 MMP Shares of VCF (CUSIP No. 246101604) for an equal number of MMP Shares of the Issuer (CUSIP No. 24610T603).”
Item 4 Purpose of the Transaction
Item 4 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof:
“In connection with the Reorganization of VMM and VFC into the Issuer, TDI exchanged its 750 MMP Shares of VMM (CUSIP No. 24610V806) and 300 MMP Shares of VCF (CUSIP No. 246101604) for an equal number of MMP Shares of the Issuer (CUSIP No. 24610T603) pursuant to the terms of the Reorganization transaction documents, with effect February 11, 2022.”
Item 5 Interest in Securities of the Issuer
Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
“(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.
(c) The responses of the Reporting Persons in Item 3 and Item 4 are incorporated herein by reference.
(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, MMP Shares that may be deemed to be beneficially owned by the Reporting Persons.”
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Item 6 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
“The voting and consent rights on the 1,050 MMP Shares acquired in connection with in the Reorganization will be subject to the Voting Trust and will be treated in the same manner as previously described in this Item 6.”
Item 7 Material to be Filed as Exhibits
Item 7 of the Original Schedule 13D is hereby amended by deleting Exhibit 99.1 and Exhibit 99.2 thereto and inserting the following exhibits in their place:
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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: August 17, 2022
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| TORONTO DOMINION INVESTMENTS, INC. | ||
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| By: | /s/ Christina Petrou | ||
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| Name: | Christina Petrou |
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| Title: | Vice President & Chief Operating Officer |
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| TORONTO DOMINION HOLDINGS (U.S.A.), INC. |
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| By: | /s/ Christina Petrou |
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| Name: | Christina Petrou |
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| Title: | Vice President & Chief Operating Officer |
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| TD GROUP US HOLDINGS LLC |
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| By: | /s/ Cody Botnick |
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| Name: | Cody Botnick |
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| Title: | Assistant Secretary |
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| THE TORONTO-DOMINION BANK |
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| By: | /s/ Christina Petrou |
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| Name: | Christina Petrou |
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| Title: | Vice President |
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LIST OF EXHIBITS
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| Description of Exhibit |
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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) |
| Director, Officer, & President |
| Chief Financial Officer, Executive Managing Director, TD Securities (USA) LLC 1 Vanderbilt Avenue, New York, NY 10017
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| Nancy Haraf (U.S. Citizen) |
| Director, Vice President & Treasurer |
| Director, Finance, TD Securities (USA) LLC 1 Vanderbilt Avenue, New York, NY 10017
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| Richard Rosenthal (US Citizen) |
| Officer, Vice President |
| Director, Financial & Regulatory Reporting, TD Securities (USA) LLC 1 Vanderbilt Avenue, New York, NY 10017
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| Christina Petrou (US Citizen) |
| Officer, Vice President |
| Chief Operating Officer, TD Securities (USA) LLC 1 Vanderbilt Avenue, New York, NY 10017
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| Robert Franciscus (US Citizen) |
| Officer, Vice President |
| Managing Director, TD Securities (USA) LLC 1 Vanderbilt Avenue, New York, NY 10017
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| Robyn Zeller (US Citizen) |
| Officer, Vice President |
| Executive Managing Director, TD Securities (USA) LLC 1 Vanderbilt Avenue, New York, NY 10017 |
| 10 |
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 |
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| Glenn Gibson (Canadian Citizen) |
| President, Chief Executive Officer |
| Region Head, TD Securities (USA) LLC 1 Vanderbilt Avenue, New York, NY 10017
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| Christina Petrou (US Citizen) |
| Officer, Vice President, Chief Operating Officer |
| Chief Operating Officer, TD Securities (USA) LLC 1 Vanderbilt Avenue, New York, NY 10017
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| Nancy Haraf (U.S. Citizen) |
| Officer & Director, Vice President & Treasurer |
| Director, Finance, TD Securities (USA) LLC 1 Vanderbilt Avenue, New York, NY 10017
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| Robyn Zeller (US Citizen) |
| Officer & Director, Vice President |
| Executive Managing Director, TD Securities (USA) LLC 1 Vanderbilt Avenue, New York, NY 10017
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| Danny Salinas (U.S. Citizen) |
| Officer & Director, Vice President |
| Chief Financial Officer, Executive Managing Director, TD Securities (USA) LLC 1 Vanderbilt Avenue, New York, NY 10017
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| Robert Franciscus (US Citizen) |
| Officer, Vice President
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| Managing Director, TD Securities (USA) LLC 1 Vanderbilt Avenue, New York, NY 10017
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| Pradeep Mehra (India Citizen) |
| Officer, Vice President
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| Managing Director, TD Securities (USA) LLC 1 Vanderbilt Avenue, New York, NY 10017
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| Peter Stroud (US Citizen) |
| Officer, Vice President
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| Director, TD Securities (USA) LLC 1 Vanderbilt Avenue, New York, NY 10017
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| Robert Doster (US Citizen)
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| Officer, Vice President
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| Managing Director, TD Securities (USA) LLC 1 Vanderbilt Avenue, New York, NY 10017
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| Stuart Homcy (US Citizen) |
| Officer, Vice President
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| Director, TD Securities (USA) LLC 1 Vanderbilt Avenue, New York, NY 10017 |
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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 | |
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| Cherie L. Brant (Canadian Citizen) |
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| Partner Borden Ladner Gervais LLP 22 Adelaide St West, Suite 3400 Toronto, Ontario M5H 4E3
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| Amy W. Brinkley (U.S. Citizen) |
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| Consultant AWB Consulting, LLC 2225 Sharon Lane Charlotte, North Carolina 28211
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| Brian C. Ferguson (Canadian Citizen) |
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| Corporate Director and former President & Chief Executive Officer Cenovus Energy Inc. 600 Princeton Way SW#505 Calgary, Alberta T2P 5N4
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| Colleen A. Goggins (U.S. Citizen) |
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| Corporate Director and retired Worldwide Chairman, Consumer Group, Johnson & Johnson 7 Constitution Hill East Princeton, New Jersey 08540
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| Jean-René Halde (Canadian Citizen) |
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| Corporate Director and retired President and Chief Executive Officer, Business Development Bank of Canada 2813 rue des Outardes Saint-Laurent, Quebec H4R 0H5
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| David E. Kepler (U.S. Citizen) |
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| Corporate Director and retired Executive Vice President, The Dow Chemical Company 912 Turtle Cove Sanford, Michigan 48657
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| Brian M. Levitt (Canadian Citizen) |
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| Chairman of the Board The Toronto-Dominion Bank P.O. Box 1, TD Bank Tower 66 Wellington Street West, 4th Floor Toronto, Ontario M5K 1A2
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| Alan N. MacGibbon (Canadian Citizen) |
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| Corporate Director and retired Managing Partner and Chief Executive of Deloitte LLP 15 Birkbank Drive Oakville, Ontario L6J 4Z1 |
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| Karen E. Maidment (Canadian Citizen) |
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| Corporate Director and former Chief Financial and Administrative Officer BMO Financial Group 92 Salisbury Avenue Cambridge, Ontario N1S 1J5
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| Bharat B. Masrani (Canadian and British Citizen) |
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| 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
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| Nadir H. Mohamed (Canadian Citizen) |
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| 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
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| Claude Mongeau (Canadian Citizen) |
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| Corporate Director and former President and Chief Executive Officer, Canadian National Railway Company 195 Maplewood Ave. Outremont, Quebec H2V 2M6
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| S. Jane Rowe (Canadian Citizen) |
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| Vice Chair, Investments Ontario Teachers’ Pension Plan Board 5650 Yonge Street Toronto, Ontario M2M 4H5
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| Nancy G. Tower (Canadian Citizen) |
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| Former President & Chief Executive Officer, Tampa Electric Company 1550 Dresden Row, Unit 1605 Halifax, Nova Scotia, Canada B3J 4A2 |
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EXECUTIVE OFFICERS
| Name |
| Principal Occupation or Employment | |
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| Bharat B. Masrani (Canadian and British Citizen)
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| Group President and Chief Executive Officer, TD Bank Group 66 Wellington St. W., 4th Floor Toronto, Ontario MK5 1A2 Canada
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| Riaz Ahmed (Canadian Citizen)
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| President and CEO of TD Securities, Group Head, Wholesale Banking, TD Bank Group 66 Wellington St. W., 4th Floor Toronto, Ontario MK5 1A2 Canada
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| Ajai K. Bambawale (Canadian Citizen)
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| Group Head and Chief Risk Officer, TD Bank Group 66 Wellington St. W., 4th Floor Toronto, Ontario MK5 1A2 Canada
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| Raymond Chun (Canadian Citizen)
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| Group head, Wealth and Insurance, TD Bank Group 161 Bay Street, 35th Floor Toronto, Ontario M5J 2T2 Canada
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| Paul C. Douglas (Canadian Citizen)
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| Group Head, Canadian Business Banking, TD Bank Group 100 Wellington Street West, 27th Floor, TD West Tower Toronto, Ontario M5K 1A2 Canada
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| Barbara Hooper (Canadian Citizen)
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| Senior Executive Vice President, Treasury and Enterprise Strategy, TD Bank 66 Wellington St. W., 4th Floor Toronto, Ontario MK5 1A2 Canada
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| Greg Keeley (U.S. Citizen)
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| Senior Executive Vice President, Platforms & Technology, TD Bank Group 66 Wellington St. W., 4th Floor Toronto, Ontario MK5 1A2 Canada
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| Kenneth W. Lalonde (Canadian Citizen)
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| Senior Executive Vice President and Chief Human Resources Officer, TD Bank Group 66 Wellington St. W., 4th Floor Toronto, Ontario MK5 1A2 Canada
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| Jane A. Langford (Canadian Citizen)
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| Executive Vice President and General Counsel, TD Bank Group 66 Wellington St. W., 4th Floor Toronto, Ontario MK5 1A2 Canada
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| Christine Morris (Canadian Citizen)
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| Senior Executive Vice President, Transformation, Enablement and Customer Experience 66 Wellington St. W., 4th Floor Toronto, Ontario MK5 1A2 Canada
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| Anita O’Dell (U.S. Citizen)
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| Senior Vice President and Chief Auditor, TD Bank Group US Audit Admin 200 Carolina Point Pkwy, Bldg B Greenville, SC 29607 SC1-009-415
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| Michael G. Rhodes (U.S. Citizen)
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| Group Head, Canadian Personal Banking, TD Bank Group 66 Wellington St. W., 4th Floor Toronto, Ontario MK5 1A2 Canada
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| Leovigildo Salom (U.S. Citizen)
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| 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
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| Kelvin Vi Luan Tran (Canadian Citizen)
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| Senior Executive Vice President and Chief Financial Officer, TD Bank 66 Wellington St. W., 4th Floor Toronto, Ontario MK5 1A2 Canada |
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