Filing Details
- Accession Number:
- 0001654954-19-005326
- Form Type:
- 13D Filing
- Publication Date:
- 2019-05-06 15:57:24
- Filed By:
- Toronto Dominion Investments, Inc.
- Company:
- Abrdn National Municipal Income Fund (NYSEMKT:VFL)
- Filing Date:
- 2019-05-06
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Toronto Dominion Investments, Inc | 300 | 300 | 300 | 100% | ||
| Toronto Dominion Holdings (U.S.A.), Inc | 300 | 300 | 300 | 100% | ||
| TD Group US Holdings | 300 | 300 | 300 | 100% | ||
| The Toronto-Dominion Bank | 300 | 300 | 300 | 100% |
Filing
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
| DELAWARE
INVESTMENTS NATIONAL MUNICIPAL INCOME FUND |
| (Name
of Issuer) |
| MUNI-MULTIMODE
PREFERRED SHARES |
| (Title
of Class of Securities) |
| 24610T603 |
| (CUSIP
Number) |
| Suzanne
Franco Secretary Toronto
Dominion Investments, Inc. 31 West
52nd Street, Floor 18 New
York, NY 10019 (212)
827-7488
With a copy to: Rory
Hood Jones
Day 250
Vesey Street New
York, NY 10281 212-326-3939 |
| (Name,
Address and Telephone Number of Person Authorized
to Receive Notices and Communications) |
| 4/25/2019 |
| (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 that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
☐
NOTE:
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
* 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 on 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).
|
CUSIP No. 67064R805 | SCHEDULE
13D | Page 1
of 6 Pages |
|
1 | NAMES
OF REPORTING PERSONS 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 ITEM
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 | N/A | |
|
8 | SHARED
VOTING POWER | 300
Shares | ||
|
9 | SOLE
DISPOSITIVE POWER | N/A | ||
|
10 | SHARED
DISPOSITIVE POWER | 300
Shares | ||
|
11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300 shares | |||
|
12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐ N/A | |||
|
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% | |||
|
14 | TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS) CO | |||
|
CUSIP No. 67064R805 | SCHEDULE
13D | Page 2
of 6 Pages |
|
1 | NAMES
OF REPORTING PERSONS 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) N/A | |||
|
5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
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 | N/A | |
|
8 | SHARED
VOTING POWER | 300
Shares | ||
|
9 | SOLE
DISPOSITIVE POWER | N/A | ||
|
10 | SHARED
DISPOSITIVE POWER | 300
Shares | ||
|
11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300
shares | |||
|
12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐ N/A | |||
|
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% | |||
|
14 | TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS) CO | |||
|
CUSIP No. 67064R805 | SCHEDULE
13D | Page 3
of 6 Pages |
|
1 | NAMES
OF REPORTING PERSONS 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) N/A | |||
|
5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
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 | N/A | |
|
8 | SHARED
VOTING POWER | 300
Shares | ||
|
9 | SOLE
DISPOSITIVE POWER | N/A | ||
|
10 | SHARED
DISPOSITIVE POWER | 300
Shares | ||
|
11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300
shares | |||
|
12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐ N/A | |||
|
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% | |||
|
14 | TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS) OO | |||
|
CUSIP No. 67064R805 | SCHEDULE
13D | Page 4
of 6 Pages |
|
1 | NAMES
OF REPORTING PERSONS 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) N/A | |||
|
5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
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 | N/A | |
|
8 | SHARED
VOTING POWER | 300
Shares | ||
|
9 | SOLE
DISPOSITIVE POWER | N/A | ||
|
10 | SHARED
DISPOSITIVE POWER | 300
Shares | ||
|
11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300 shares | |||
|
12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐ N/A | |||
|
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% | |||
|
14 | TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS) BK | |||
|
CUSIP No. 67064R805 | SCHEDULE
13D | Page 5
of 6 Pages |
Item
1. Security
and Issuer.
This
Statement on Schedule 13D (this “Statement”) relates to
the purchase of 300 shares of Series 2049 Muni-MultiMode Preferred
Shares (CUSIP No. 24610T603 ) (the “MMP
Shares”) of DELAWARE INVESTMENTS national MUNICIPAL INCOME
FUND, (the “Issuer”). This Statement is being filed by
the Reporting Persons (as defined below) as a result of the
purchase of the MMP Shares by Toronto Dominion Investments, Inc.
(“TDI”). The Issuer’s principal executive offices
are located at 2005 Market Street, Philadelphia, PA
19103.
Item
2. Identity
and Background.
This
Statement is being filed on behalf of TDI, a Delaware corporation,
Toronto Dominion Holdings (U.S.A.), Inc. (“TDH”), a
Delaware corporation, TD Group US Holdings LLC (“TD
GUS”), a Delaware limited liability company, and The
Toronto-Dominion Bank, a Canadian chartered bank (“TD”
and, together with TDI, TDH and TD GUS, the “TD
Entities” or the “Reporting Persons”). 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 lending and investing. The address of
TDI’s principal office and TDH’s principal office is 31
West 52nd Street, New York, New York 10019. The address of TD
GUS’ principal office is 251 Little Falls Drive, Wellington,
Delaware 19808. The address of TD’s principal office is
Toronto-Dominion Centre, P.O. Box 1, Toronto, Ontario, Canada M5K
1A2.
Information
concerning each executive officer, director and controlling person
of TDI, TDH and TD is listed on Schedule I attached hereto (the
“Listed Persons”), and is incorporated by reference
herein.
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 MMP Shares reported herein was $30,000,000. The source of funds
was retained earnings of TDI.
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 Issuer.
Item
4. Purpose
of the Transaction.
TDI has
purchased the MMP Shares for investment purposes.
The
Reporting Persons have not acquired the MMP 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.
|
CUSIP No. 67064R805 | SCHEDULE
13D | Page 6
of 6 Pages |
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
April 25, 2019, the Reporting Persons beneficially owned an
aggregate of 300 MMP Shares representing 100% of the outstanding
MMP Shares of the Issuer. The 300 MMP Shares reported herein
consist of 300 MMP Shares over which TDI is the record and
beneficial owner. TDH is the sole owner of TDI and accordingly
beneficially owns the MMP Shares held by TDI. TD GUS is the sole
owner of TDH and accordingly beneficially owns the MMP Shares held
by TDI. TD is the sole owner of TD GUS and accordingly beneficially
owns the MMP Shares held by TDI.
(c)
There have been no transactions in the MMP 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, the MMP 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 MMP Shares owned by TDI,
on April 25, 2019, TDI assigned certain voting rights on the MMP
Shares to a voting trust (the “Voting Trust”) created
pursuant to the Amended and Restated Term Preferred Shares Voting
Trust Agreement, dated as of February 23, 2018, among TDI, Lord
Securities Corporation, as voting trustee (the “Voting
Trustee”) and Glass Lewis & Co., LLC (the “Voting
Consultant”). Voting rights on the MMP 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 | Amendment
No. 1 to Amended and Restated Term Preferred Shares Voting Trust
Agreement dated April 25, 2019. |
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.
| | TORONTO
DOMINION INVESTMENTS, INC. | | |
| | | | |
| Dated:
May 3, 2019 | By: | /s/
Danny Salinas | |
| | | Name:
Danny Salinas | |
| | | Title:
Director, President | |
| | TORONTO
DOMINION HOLDINGS (U.S.A.), INC. | | |
| | | | |
| Dated:
May 3, 2019 | By: | /s/
Christina Petrou | |
| | | Name:
Christina Petrou | |
| | | Title:
Vice President & Chief Operating Officer | |
| | TD
GROUP US HOLDINGS LLC | | |
| | | | |
| Dated:
May 3, 2019 | By: | /s/
Tejal Mehta | |
| | | Name:
Tejal Mehta | |
| | | Title:
Senior Counsel | |
| | THE
TORONTO-DOMINION BANK | | |
| | | | |
| Dated:
May 3, 2019 | By: | /s/
Christina Petrou | |
| | | Name:
Christina Petrou | |
| | | Title:
Vice President | |
SCHEDULE I
INFORMATION RELATING TO THE EXECUTIVE OFFICERS AND
DIRECTORS
OF THE TD ENTITIES
Executive
Officers and Directors of TDI
The
following sets forth the name, title and present principal
occupation of each executive officer and director of
TDI.
|
Name |
Title |
Present Principal Occupation or Employment |
|
TORONTO DOMINION INVESTMENTS, INC. | ||
|
EXECUTIVE OFFICERS AND DIRECTORS | ||
| Anna
Vaz (Canadian
Citizen) | Director | Associate
Vice President, The Toronto-Dominion Bank TD
Tower North, 77 King Street West, 19th Floor, Toronto,
Ontario, Canada M5K 1A2 |
| Nancy
Haraf (American
Citizen) | Director,
Vice President & Treasurer | Director,
Finance, TD Securities (USA) LLC 31 West
52nd Street New
York, New York 10019 |
| Danny
Salinas (American
Citizen) | Director,
President | Chief
Financial Officer, TD Securities (USA) LLC 31 West
52nd Street New
York, New York 10019 |
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.
|
Name |
Title |
Present Principal Occupation or Employment | |
|
TORONTO DOMINION HOLDINGS (U.S.A.), INC. | |||
|
EXECUTIVE OFFICERS AND DIRECTORS | |||
| Glenn
Gibson (Canadian
Citizen) | President,
Chief Executive Officer | Region
Head, TD Securities (USA) LLC 31 West
52nd Street New
York, New York 10019 | |
| Christina
Petrou (American
Citizen) | Director,
Vice President, Chief Operating Officer | Chief
Operating Officer, TD Securities (USA) LLC 31 West
52nd Street New
York, New York 10019 | |
| Nancy
Haraf (American
Citizen) | Director,
Vice President & Treasurer | Director,
Finance, TD Securities (USA) LLC 31 West
52nd Street New
York, New York 10019 | |
| Danny
Salinas (American
Citizen) | Director,
Vice President | Chief
Financial Officer, TD Securities (USA) LLC 31 West
52nd Street New
York, New York 10019 | |
Executive
Officers and Directors of TD
The
following sets forth the name and present principal occupation of
each executive officer and director of TD.
|
Name |
Present Principal Occupation or Employment | |
|
THE TORONTO-DOMINION BANK | ||
|
DIRECTORS | ||
| William
E. Bennett (US
Citizen) | Corporate
Director and former President and Chief Executive Officer, Draper
& Kramer, Inc. 55 West
Monroe Street Suite
2530 Chicago,
Illinois 60603-5008 | |
| Amy W.
Brinkley (US
Citizen) | Consultant,
AWB Consulting, LLC 2225
Sharon Lane Charlotte,
North Carolina 28211 | |
| Brian
C. Ferguson (Canadian
Citizen) | Corporate
Director and former President & Chief Executive Officer,
Cenovus Energy Inc. 600
Princeton Way SW#505Calgary, Alberta T2P 5N4 | |
| Colleen
A. Goggins (US
Citizen) | Corporate
Director and retired Worldwide Chairman, Consumer Group, Johnson
& Johnson 7
Constitution Hill East Princeton,
New Jersey 08540 | |
| Mary Jo
Haddad (Canadian
Citizen) | Corporate
Director and retired President
and Chief Executive Officer, The Hospital for Sick
Children 1320
King Henry Court Oakville,
Ontario L6M 2Y6 | |
| Jean-René
Halde (Canadian
Citizen) | Corporate
Director and retired President and Chief Executive Officer,
Business Development Bank of Canada 2813
rue des Outardes Saint-Laurent,
Quebec H4R 0H5 | |
| David
E. Kepler (US
Citizen) | Corporate
Director and retired Executive
Vice President, The Dow Chemical Company 912
Turtle Cove Sanford,
Michigan 48657 | |
| Brian
M. Levitt (Canadian
Citizen) | Chairman
of the Board, The Toronto-Dominion Bank P.O.
Box 1
TD Bank Tower, 4th Floor, 66 Wellington Street
West
Toronto, Ontario M5K 1A2 | |
| Alan N.
MacGibbon (Canadian
Citizen) |
Corporate Director and retired Managing Partner and Chief Executive
of Deloitte LLP (Canada)
15 Birkbank Drive
Oakville, Ontario L6J 4Z1 | |
| Karen
E. Maidment (Canadian
Citizen) | Corporate
Director and former Chief Financial and Administrative Officer, BMO
Financial Group 92
Salisbury Avenue Cambridge,
Ontario N1S 1J5 |
| Bharat
B. Masrani (Canadian
and Great Britain Citizen) |
Group President and Chief Executive Officer, The Toronto-Dominion
Bank
P. O. Box 1, TD Bank Tower
4th Floor, 66 Wellington Street
West
Toronto, Ontario M5K 1A2 |
| Irene
R. Miller (US and
Canadian Citizen) | Chief
Executive Officer, Akim, Inc. 186
Riverside Drive, #10E New
York, NY 10024 |
| Nadir
H. Mohamed (Canadian
Citizen) | Corporate
Director and former President and Chief Executive Officer, Rogers
Communications Inc. Goodmans
LLP 333 Bay
Street, Suite 3400 Toronto,
Ontario M5H 2S7 |
| Claude
Mongeau (Canadian
Citizen) |
Corporate Director and former President and Chief Executive
Officer, Canadian National Railway Company
195 Maplewood Ave.
Outremont, Quebec H2V 2M6 |
|
EXECUTIVE OFFICERS | |
| Riaz
Ahmed (Canadian
Citizen) | Group
Head and Chief Financial Officer, TD Bank Group 66
Wellington St. W., 4th Floor, Toronto, ON
Canada M5K 1A2 |
| Ajai Kumar Bambawale
(Canadian Citizen) |
Group Head and Chief Risk Officer, TD Bank Group 66
Wellington St. W., 4th Floor, Toronto, ON
Canada M5K 1A2 |
| Gregory
Bryan Braca (US
Citizen) | Group
Head, U.S. Banking, TD Bank Group and President and Chief Executive
Officer, TD Bank, America's Most Convenient Bank® 1701
Route 70E, Cherry Hill, NJ 08003 |
| Norie
Clare Campbell (Canadian
Citizen) | Group
Head, Customer and Colleague Experience, TD Bank Group 66
Wellington St. W., 4th Floor, Toronto, ON
Canada M5K 1A2 |
| Theresa
Lynn Currie (Canadian
and U.S. Citizen) | Group
Head, Canadian Personal Banking, TD Bank Group 66
Wellington St. W., TD Bank Tower, 16th Floor, Toronto, ON
Canada M5K 1A2 |
| Robert
Edward Dorrance (Canadian
Citizen) | Group
Head, Wholesale Banking, TD Bank Group and Chairman, Chief
Executive Officer and President, TD Securities 66
Wellington St. W., 8th Floor, Toronto, ON
Canada M5K 1A2 |
| Paul
Campbell Douglas (Canadian
Citizen) | Group
Head, Canadian Business Banking, TD Bank Group 100
Wellington Street West, 27th Floor, TD West
Tower, Toronto, ON Canada M5K 1A2 |
| | |
| Bharat
Bhagwanji Masrani (Canadian
and British Citizen) | Group
President and Chief Executive Officer, TD Bank Group 66
Wellington St. W., 4th Floor, Toronto, ON
Canada M5K 1A2 |
| Francis
Joseph McKenna (Canadian
Citizen) | Deputy
Chair, TD Bank Group 66
Wellington St. W., 4th Floor, Toronto, ON
Canada M5K 1A2 |
| Ellen
Reilly Patterson (U.S.
Citizen) | Group
Head, General Counsel, TD Bank Group 1701
Route 70E, Cherry Hill, NJ 08003 |
| Michael
George Rhodes (U.S.
Citizen) | Group
Head, Innovation, Technology and Shared Services, TD Bank
Group 66
Wellington St. W., 4th Floor, Toronto, ON
Canada M5K 1A2 |
| Leovigildo
Salom (U.S.
Citizen) | Group
Head, Wealth Management and TD Insurance, TD Bank
Group 161 Bay
Street, 35th Floor, TD Canada
Trust Tower, Toronto, ON Canada M5J 2T2 |