|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
INVESCO MUNICIPAL TRUST (Name of Issuer) |
VARIABLE RATE MUNI TERM PREFERRED SHARES (Title of Class of Securities) |
46131J707 (CUSIP Number) |
Toronto-Dominion Investments, 1 Vanderbilt Avenue, New York, NY, 10017 (212) 827-7488 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/01/2025 (Date of Event Which Requires Filing of This Statement) |
| CUSIP No. | 46131J707 |
| 1 |
Name of reporting person
TORONTO DOMINION INVESTMENTS, INC. |
| 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 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:
0.00 8
Shared Voting Power:
2,064.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
2,064.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
2,064.00 |
| 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 |
| CUSIP No. | 46131J707 |
| 1 |
Name of reporting person
TORONTO DOMINION HOLDINGS (U.S.A.), INC. |
| 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 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:
0.00 8
Shared Voting Power:
2,064.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
2,064.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
2,064.00 |
| 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 |
| CUSIP No. | 46131J707 |
| 1 |
Name of reporting person
TD GROUP US HOLDINGS LLC |
| 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 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:
0.00 8
Shared Voting Power:
2,064.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
2,064.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
2,064.00 |
| 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 |
| CUSIP No. | 46131J707 |
| 1 |
Name of reporting person
THE TORONTO-DOMINION BANK |
| 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 if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
ONTARIO, CANADA
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
0.00 8
Shared Voting Power:
2,064.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
2,064.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
2,064.00 |
| 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 |
| (a) |
Title of Class of Securities:
VARIABLE RATE MUNI TERM PREFERRED SHARES |
| (b) |
Name of Issuer:
INVESCO MUNICIPAL TRUST |
| (c) |
Address of Issuer's Principal Executive Offices:
1331 SPRING STREET N.W., SUITE 2500, ATLANTA,
GEORGIA
, 30309. |
| Item 1 Comment: This Amendment No. 2 (this "Amendment") amends, as set forth below, the statement on Schedule 13D, dated October 8, 2020 and filed with the SEC on July 21, 2022 (the "Original Statement") as amended by Amendment No. 1 to the Original Statement dated July 17, 2023 and filed with the SEC on July 19, 2023, for Toronto Dominion Investments, Inc. ("TDI"), Toronto Dominion Holdings (U.S.A.), Inc. ("TDH"), TD Group US Holdings LLC ("TD GUS"), and The Toronto-Dominion Bank ("TD Bank") (collectively, the "Reporting Persons") with respect to the Variable Rate Muni Term Preferred Shares ("VMTP Shares") of Invesco Municipal Trust (the "Issuer" or the "Company"). The Issuer's principal executive offices are located at 1555 Peachtree Street, Atlanta, Georgia, 30309. This Amendment is being filed in relation to the redemption by the Issuer on August 1, 2025 of 364 VMTP Shares (CUSIP No. 46131J707) of the Issuer held by TDI. | |
| Item 2. | Identity and Background |
| (a) | Item 2 of the Original Statement is hereby amended by deleting Schedule I and Schedule II referenced therein and replacing them with Schedule I and Schedule II included with this Amendment. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Original Schedule 13D is hereby amended by adding the following at the end thereof:
As of August 1, 2025, the Reporting Persons beneficially will own an aggregate of 2,064 VMTP Shares representing 100% of the outstanding VMTP Shares of the Issuer. The 2,064 VMTP Shares reported herein consist of 2,064 VMTP Shares over which TDI is the record and beneficial owner. TDH is the sole owner of TDI and accordingly beneficially owns the VRDP Shares held by TDI. TD GUS is the sole owner of TDH and accordingly beneficially owns the VRDP Shares held by TDI. TD is the sole owner of TD GUS and accordingly beneficially owns the VRDP Shares held by TDI. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Original Statement is hereby amended by deleting Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3 thereto and the insertion of the following exhibits:
"Exhibit Description of Exhibit
99.1 Joint Filing Agreement
99.2 Certificate for TD
99.3 Secretary's Certificate for TD GUS" | |
| SIGNATURE | |
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.
|
TORONTO DOMINION INVESTMENTS, INC. |
| Signature: | /s/ Laura Beard | |
| Name/Title: | Laura Beard/President & Chief Financial Officer | |
| Date: | 08/07/2025 |
TORONTO DOMINION HOLDINGS (U.S.A.), INC. |
| Signature: | /s/ Laura Beard | |
| Name/Title: | Laura Beard/Vice President & Chief Financial Officer | |
| Date: | 08/07/2025 |
TD GROUP US HOLDINGS LLC |
| Signature: | /s/ Salma Salman | |
| Name/Title: | Salma Salman/Senior Vice President and Chief Financial Officer TD AMCB | |
| Date: | 08/07/2025 |
THE TORONTO-DOMINION BANK |
| Signature: | /s/ Laura Beard | |
| Name/Title: | Laura Beard/Vice President Finance TDS (US) | |
| Date: | 08/07/2025 |
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 |
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 (Citizenship)
|
Title | Principal Occupation or Employment |
|
Beard, Laura (U.S. Citizen) |
Director, President & CFO |
VP FINANCE TDS (US) 125 Park Avenue New York NY 10017 United States
|
|
Petrou, Christina (U.S. Citizen) |
Director, Vice President & CCO |
Senior Vice President 1 Vanderbilt Avenue New York NY 10017 United States
|
|
Baldi, Frank (U.S. Citizen) |
Vice President |
Managing Director of Global Count Credit TDS (US) 1 Vanderbilt Avenue New York NY 10017 United States
|
|
Balack, Chandra (U.S. Citizen) |
Vice President |
Managing Director, TD Securities 125 Park Avenue New York NY 10017 United States
|
|
Haraf, Nancy (U.S. Citizen) |
Director |
Director - Finance, Group Manager TDS (US) 125 Park Avenue New York NY 10017 United States
|
|
Win, Tracy (U.S. Citizen) |
Vice President |
Managing Director - Global Counterparty Credit TDS I (US) 125 Park Avenue New York NY 10017 United States
|
|
Worchel, Cori (U.S. Citizen) |
Vice President |
Managing Director - Global Counterparty Credit TDS I (US) 125 Park Avenue New York NY 10017 United States
|
|
Zeller, Robyn (U.S. Citizen) |
Vice President |
Senior Vice President and Executive Managing Director & Global H 125 Park Avenue New York NY 10017 United States
|
|
Fleming, Carla (Canadian citizen) |
Director |
Vice President, TD Securities Canada 77 King Street West Toronto ON M5K 1A2 Canada |
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 (Citizenship)
|
Title | Principal Occupation or Employment |
|
Gibson, Glenn (Canadian Citizen) |
President and Chief Executive Officer |
Executive Vice President and Vice Chair, USA Region Head and Global 1 Vanderbilt Avenue New York NY 10017 United States
|
|
Doster, Robert (U.S. Citizen) |
Vice President |
Vice President, US Region, Global Operations, TD Securities 125 Park Avenue New York Ny 10017 United States
|
|
Homcy, Stuart (U.S. Citizen) |
Vice President |
Associate Vice President, Program Delivery 125 Park Avenue New York NY 10017 United States
|
|
Mehra, Pradeep (India Citizen) |
Vice President |
Managing Director, Corporate & Investment Banking Credit, TD Securities (USAL LLC) 125 Park Avenue New York NY 10017 United States
|
|
Stroud, Peter (U.S. Citizen) |
Vice President |
Director, TDS Operations (US) 125 Park Avenue New York NY 10017 United States
|
|
Zeller, Robyn (U.S. Citizen) |
Director, Vice President |
Senior Vice President and Executive Managing Director & Global Head 125 Park Avenue New York NY 10017 United States
|
|
Beard, Laura (U.S. Citizen) |
Director, Vice President and Chief Financial Officer |
VP FINANCE TDS (US) 125 Park Avenue New York NY 10017 United States
|
|
Haraf, Nancy (U.S. Citizen) |
Director, Vice President and Treasurer |
Director - Finance, Group Manager TDS (US) 125 Park Avenue New York NY 10017 United States
|
|
Petrou, Christina (U.S. Citizen) |
Director, Vice President, Chief Operating Officer |
Senior Vice President 1 Vanderbilt Avenue New York NY 10017 United States
|
|
Bosman, Dan (U.S. Citizen) |
Vice President, Chief Information Officer |
Senior Vice President and Chief Information Officer, TD Securities (USA) LLC 125 Park Avenue New York NY 10017 United States
|
|
Baldi, Frank (U.S. Citizen) |
Vice President |
Managing Director of Global Count Credit TDS (US) 1 Vanderbilt Avenue New York NY 10017 United States
|
|
Balack, Chandra (U.S. Citizen) |
Vice President |
Managing Director, TD Securities 125 Park Avenue New York NY 10017 United States
|
|
Worchel, Cori (U.S. Citizen) |
Vice President |
Managing Director - Global Counterparty Credit TDS I (US) 125 Park Avenue New York NY 10017 United States
|
|
Khalevich, Elizabeth (U.S. Citizen) |
Vice President |
AVP Finance TDS (US) 125 Park Avenue New York NY 10017 United States
|
|
Magnusson, Jeff (U.S. Citizen) |
Vice President |
Director - Finance TDS (US) 125 Park Avenue New York NY 10017 United States
|
|
Win, Tracy (U.S. Citizen) |
Vice President |
Managing Director - Global Counterparty Credit TDS I (US) 125 Park Avenue New York NY 10017 United States |
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 (Citizenship)
|
Principal Occupation or Employment |
|
Ayman Antoun (Canadian and Egyptian Citizen) |
Corporate Director, and former President, IBM Americas (Oakville, Ontario, Canada) |
|
Ana Arsov (U.S. and Macedonian Citizen)
|
Corporate Director, and former Global Co-Head of Financial Institutions and Global Head of Private Credit, Moody’s Ratings (Greenwich, CT, USA) |
|
Cherie L. Brant (Canadian Citizen) |
Partner, Borden Ladner Gervais LLP 22 Adelaide St West, Suite 3400 Toronto, Ontario M5H 4E3 |
|
Elio Luongo (Canadian and Italian Citizen) |
Corporate Director, and former Chief
Executive Officer |
|
Alan N. MacGibbon (Canadian Citizen) |
Board
Chair, The Toronto-Dominion Bank |
|
John B. MacIntyre (Canadian Citizen) |
Chairman,
Birch Hill Equity Partners
|
|
(Canadian and French Citizen) |
Corporate Director, and former Chief Executive Officer, Ivanhoé Cambridge (Montreal, Quebec, Canada) |
|
Keith G. Martell (Canadian Citizen) |
Corporate
Director, and former President & Chief Executive Officer,
|
|
Raymond Chun (Canadian Citizen)
|
Group
President and Chief Executive Officer, |
|
S. Jane Rowe (Canadian Citizen) |
Corporate
Director, and former Vice Chair, Investments, Toronto, ON M5J 0G4
|
|
Nancy G. Tower (Canadian Citizen) |
Corporate
Director, and former President & Chief Executive Officer, Halifax, Nova Scotia B3J 3S8
|
|
Ajay K. Virmani (Canadian Citizen) |
President & CEO Cargojet Inc. 2281 North Sheridan Way Mississauga, Ontario L5K 2S3 |
|
Mary A. Winston (U.S. Citizen) |
Corporate Director, and former public-company
|
|
Paul Wirth (U.S. Citizen) |
Corporate Director, and former Deputy Chief Financial Officer, and Global Controller and Chief Accounting Officer, Morgan Stanley (New Vernon, NJ, USA) |
EXECUTIVE OFFICERS
|
Name (Citizenship)
|
Principal Occupation or Employment |
|
Raymond Chun (Canadian Citizen)
|
Group President and Chief Executive Officer, TD Bank Group 161 Bay Street, 35th Floor Toronto, Ontario M5J 2T2 Canada
|
|
Ajai K. Bambawale (Canadian Citizen)
|
Group Head and Chief Risk Officer, TD Bank Group 66 Wellington St. W., 4th Floor Toronto, Ontario MK5 1A2 Canada
|
|
Melanie Burns (Canadian Citizen)
|
Executive Vice President and Chief Human Resources Officer, TD Bank Group 66 Wellington St. W., 4th Floor Toronto, Ontario MK5 1A2 Canada
|
|
Paul Clark (Canadian Citizen) |
Senior Executive Vice President, Wealth Management, TD Bank Group 161 Bay Street Toronto ON M5J 2T2 Canada |
|
Barbara Hooper (Canadian Citizen)
|
Group Head, Canadian Business Banking, TD Bank 66 Wellington St. W., 4th Floor Toronto, Ontario MK5 1A2 Canada
|
|
Vlad Shpilsky (US Citizen) |
Head of Platforms and Technology and Chief Information Officer, TD Bank Group 66 Wellington Street West Toronto ON M5K 1A2 Canada
|
|
Jane A. Langford (Canadian Citizen)
|
Executive Vice President and General Counsel, TD Bank Group 66 Wellington St. W., 4th Floor Toronto, Ontario MK5 1A2 Canada
|
|
Christine Morris (Canadian Citizen)
|
Senior Executive Vice President, Transformation, Enablement and Customer Experience 66 Wellington St. W., 4th Floor Toronto, Ontario MK5 1A2 Canada
|
|
Sona Mehta (Canadian Citizen) |
Group Head, Canadian Personal Banking, TD Bank Group 66 Wellington Street West Toronto ON M5K 1A2 Canada |
|
Michelle Myers (Canadian Citizen) |
Global Chief Auditor, TD Bank Group 66 Wellington Street West Toronto ON M5K 1A2 Canada
|
|
Leovigildo Salom (U.S. Citizen)
|
Group Head, U.S. Retail and President and CEO, TD Bank, America's Most Convenient Bank® 1701 Route 70 East, 2nd Floor Cherry Hill, Camden, NJ 08003
|
|
Kelvin Vi Luan Tran (Canadian Citizen)
|
Group Head and Chief Financial Officer, TD Bank 66 Wellington St. W., 4th Floor Toronto, Ontario MK5 1A2 Canada
|
|
Tim Wiggan (Canadian Citizen) |
President and CEO, TD Securities, Group Head, Wholesale Banking, TD Bank Group 161 Bay Street Toronto, Ontario M5J 2T2 Canada |
SCHEDULE II
LITIGATION SCHEDULE
During the last five years, the Toronto-Dominion Bank and its affiliates (the “TD Entities”) have not, and to the best knowledge of The TD Entities none of the executive officers, directors, or controlling persons of the TD Entities listed hereto on Schedule I 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.
Exhibit 99.1
JOINT FILING AGREEMENT
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.
Date: August 7, 2025
TORONTO DOMINION INVESTMENTS, INC.
By: /s/ Laura Beard
Name: Laura Beard
Title: President & Chief Financial Officer
TORONTO DOMINION HOLDINGS (U.S.A.), INC.
By: /s/ Laura Beard
Name: Laura Beard
Title: Vice President & Chief Financial Officer
TD GROUP US HOLDINGS LLC
By: /s/ Salma Salman
Name: Salma Salman
Title: Senior Vice President and Chief Financial Officer TD AMCB
THE TORONTO-DOMINION BANK
By: /s/ Laura Beard
Name: Laura Beard
Title: Vice President Finance TDS (US)
Exhibit 99.2
THE TORONTO-DOMINION BANK
CERTIFICATE
"RESOLVED THAT:
| 1. | The Chief Executive Officer of the Bank be and is hereby authorized to designate offices of the Bank and appoint such officers thereto as the Chief Executive Officer may consider necessary to carry on the business of the Bank. |
| 2. | The Group Head, Senior Executive Vice President or Executive Vice President with enterprise responsibility for Human Resources of the Bank be and is hereby authorized to appoint persons to the position of Vice President, Associate Vice President or District Vice President as the aforementioned Group Head may consider appropriate. |
| 3. | Without restricting the authority of the Chief Executive Officer set out in paragraph 1 above, any position at the level of Group Head or Senior Executive Vice President or above, together with the respective Human Resources Operating Committee ("HROC") member for the business segment or functional area of the Bank be and are hereby authorized to appoint persons to the position of Vice President, Associate Vice President or District Vice President as the aforementioned Group Head or Senior Executive Vice President or above, and HROC member may consider appropriate. |
| 4. | All instruments and documents necessary or proper to be executed by the Bank, either under corporate seal or otherwise, which, for greater certainty in the Province of Quebec, includes without limitation all powers of attorney, releases, discharges or main levées given for any or no consideration, may be signed by: |
| (a) | any one of the Chair, the Chief Executive Officer, the President, the Chief Operating Officer, the Secretary, a Vice Chair, a Group Head, a Senior Executive Vice President, an Executive Vice President or a Senior Vice President; or |
| (b) | the holder of any office created in the future at a level that is greater than or equivalent to a Senior Vice President; or |
| (c) | any holder of an office, the holder of which is designated by the Chief Executive Officer as authorized to sign instruments and documents on behalf of the Bank; or |
| (d) | any holder of the position of Vice President, Associate Vice President or District Vice President, the holder of which is designated by the Group Head, Senior Executive Vice President or Executive Vice President with enterprise responsibility for Human Resources as authorized to sign instruments and documents on behalf of the Bank; or |
| (e) | any holder of the position of Vice President, Associate Vice President or District Vice President, the holder of which is designated by any position at the level of Group Head or Senior Executive Vice President or above together with the respective HROC member for the business segment or functional area of the Bank, as authorized to sign instruments and documents on behalf of the Bank; or |
| (a) | one or more persons specifically designated for that purpose by: |
| (i) | the Chief Executive Officer; |
| (ii) | the Group Head, Senior Executive Vice President or Executive Vice President with enterprise responsibility for Human Resources; |
| (iii) | any position at the level of Group Head or Senior Executive Vice President or above together with the respective HROC member for the business segment or functional area of the Bank; |
each of whom shall have the authority to affix the corporate seal of the Bank and all instruments and documents so signed or so signed and sealed shall be valid and binding on the Bank."
I, Caroline Cooke, the undersigned Associate Vice President, Legal of The Toronto-Dominion Bank (the "Bank"), do hereby certify that:
| 1. | The foregoing resolution of the Bank is a true copy of a resolution duly passed by the Board of Directors of the Bank (the "Board") at a meeting of the Board duly called and held on the 26th day of May, 2021 and that the said resolution has not been amended or rescinded and is still in full force and effect as at the date hereof; and that |
| 2. | Laura Beard is a duly appointed Vice President Finance TDS (US), and has been designated as authorized to sign instruments and documents on behalf of the Bank, either under corporate seal of the Bank or otherwise; and that |
| 3. | The aforesaid designation has not been revoked or amended and is in full force and effect as at this date. |
IN WITNESS WHEREOF I have hereunto subscribed my name at the City of Toronto, in the Province of Ontario, this 6th day of August, 2025.
/s/ Caroline Cook_____________
Caroline Cook
Associate Vice President, Legal
Exhibit 99.3
TD GROUP US HOLDINGS LLC
SECRETARY'S CERTIFICATE
SECRETARY'S CERTIFICATE
The undersigned, being the duly elected, qualified and acting Assistant Secretary of TD Group US Holdings LLC, hereby certifies the following is a true copy of the resolution approved May 21, 2024, by the Board of Directors of TD Group US Holdings LLC, at which meeting a quorum of the Board was present and voting; and that said resolutions have not been further modified or rescinded and are still in full force and effect as of July 16, 2025:
RESOLVED: To approve the Signature Authority Resolution as follows:
WHEREAS, the Board of Directors (the "Board") of TD Group US Holdings LLC (the “Company”) has determined that certain officers and other employees of the Company should be authorized generally to execute contracts, deeds, mortgages, notes, security agreements, leases, assignments, releases, purchase and sale agreements for the purchase, lease, sale, and conveyance of the Company's real and personal property and general contracts, documents, agreements and instruments in order to effectuate the business of the Company; all as related to their respective duties and in furtherance of the business and the interests of the Company.
NOW, THEREFORE, BE IT
RESOLVED: That any Executive Officer of the Company is hereby authorized and empowered to execute any and all contracts, deeds, mortgages, notes, security agreements, financing statements, leases, assignments, releases, discharges, settlements of claims, purchase and sale agreements for the purchase, lease, sale and conveyance of the Company's real and personal property and general contracts, documents, agreements and any other instruments in order to effectuate the business of the Company.
The undersigned further certifies the following person is a duly elected Executive Officer of TD Group US Holdings LLC:
Salma Salman Chief Financial Officer
IN WITNESS WHEREOF, the undersigned has executed this Certificate the 16th day of July, 2025.
/s/ Lydia C. Boose_____________
Lydia C. Boose, Assistant Secretary
TD Group US Holdings LLC
|