Filing Details

Accession Number:
0001654954-22-011624
Form Type:
13D Filing
Publication Date:
2022-08-21 20:00:00
Filed By:
Toronto Dominion Investments, Inc.
Company:
Delaware Investments Minnesota Municipal Income Fund Ii Inc (NYSEMKT:VMM)
Filing Date:
2022-08-22
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. 36 0 0 0 0 0 0%
Toronto Dominion Holdings (U.S.A.), Inc. 58-1495511 0 0 0 0 0 0%
TD Group US Holdings 0 0 0 0 0 0%
The Toronto-Dominion Bank 13-5640479 0 0 0 0 0 0%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.

(Name of Issuer)

 

MUNI-MULTIMODE PREFERRED SHARES

(Title of Class of Securities)

 

24610V806

(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. 24610V806

 

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:

 

0

9.

Sole Dispositive Power:

 

0

10.

Shared Dispositive Power:

 

0

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

0 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):

 

0%

14.

Type of Reporting Person (See Instructions)

 

CO

   

 
2
 

 

SCHEDULE 13D

 

CUSIP No. 24610V806

    

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:

 

0

9.

Sole Dispositive Power:

 

0

10.

Shared Dispositive Power:

 

0

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

13.

Percent of Class Represented by Amount in Row (11):

 

0%

14.

Type of Reporting Person (See Instructions)

 

CO

   

 
3
 

 

SCHEDULE 13D

 

CUSIP No. 24610V806

  

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:

 

0

9.

Sole Dispositive Power:

 

0

10.

Shared Dispositive Power:

 

0

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

0 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):

 

0%

14.

Type of Reporting Person (See Instructions)

 

OO

 

 
4
 

 

SCHEDULE 13D

 

CUSIP No. 24610V806

 

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:

 

0

9.

Sole Dispositive Power:

 

0

10.

Shared Dispositive Power:

 

0

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

0 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):

 

0%

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 the Issuer into Delaware Investments National Municipal Income Fund (“VFL”) on February 11, 2022 (the “Reorganization”) pursuant to which TDI (as defined below) exchanged its 750 Muni-MultiMode Preferred Shares (“MMP Shares”) of the Issuer (CUSIP No. 24610V806) for an equal number of MMP Shares of VFL (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 the Issuer into VFL, TDI exchanged its 750 MMP Shares of the Issuer (CUSIP No. 24610V806) for an equal number of MMP Shares of VFL (CUSIP No. 24610T603). As a result of the Reorganization, the Reporting Persons no longer own any MMP Shares of the Issuer."

 

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:

 

"As a result of the Reorganization, the Reporting Persons no longer own any MMP Shares of the Issuer."

 

Item 5 Interest in Securities of the Issuer

 

Item 5 of the Original Schedule 13D, sections (d) and (e) are hereby amended and restated in its entirety as follows:

 

"(d) Not Applicable.

 

(e) On February 11, 2022, as a result of the Reorganization, the Reporting Persons ceased to be the beneficial owner of more than five percent of the class of securities."

 

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 responses of the Reporting Persons in Item 3 and Item 4 hereof are incorporated herein by reference. All voting arrangements relating to the MMP Shares have been terminated as a result of the redemption of the MMP Shares."

 

 
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:

 

"Exhibit

 

Description of Exhibit

 

 

 

99.1

 

Joint Filing Agreement

 

 

 

99.2

 

Certificate for TD

 

 

 

99.3

 

Secretary's Certificate for TD GUS”

 

 
7
 

 

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

 

 

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

 

  

 
8
 

 

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

 

 
9
 

 

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

 

 

 

 

 

Nancy Haraf

(U.S. Citizen)

 

Director, Vice President & Treasurer

 

 

Director, Finance, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

Richard Rosenthal

(US Citizen)

 

Officer, Vice President

 

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

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

Christina Petrou

(US Citizen)

 

Officer, Vice President

 

 

Chief Operating Officer, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

Robert Franciscus

(US Citizen)

 

Officer, Vice President

 

 

Managing Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 

 

 

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

 

 

 

 

 

Glenn Gibson

(Canadian Citizen)

 

President, Chief Executive Officer

 

Region Head, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

Christina Petrou

(US Citizen)

 

Officer, Vice President, Chief Operating Officer

 

Chief Operating Officer, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

Nancy Haraf

(U.S. Citizen)

 

Officer & Director, Vice President & Treasurer

 

Director, Finance, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

Robyn Zeller

(US Citizen)

 

Officer & Director, Vice President

 

Executive Managing Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

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

 

Robert Franciscus

(US Citizen)

 

Officer, Vice President

 

 

Managing Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

Pradeep Mehra

(India Citizen)

 

Officer, Vice President

 

 

Managing Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

Peter Stroud

(US Citizen)

 

Officer, Vice President

 

 

Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

Robert Doster

(US Citizen)

 

 

 

Officer, Vice President

 

 

 

 

Managing Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

Stuart Homcy

(US Citizen)

 

Officer, Vice President

 

 

 

Director, TD Securities (USA) LLC

1 Vanderbilt Avenue,

New York, NY 10017

 

 

 
11
 

 

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)

 

Partner

Borden Ladner Gervais LLP

22 Adelaide St West, Suite 3400

Toronto, Ontario M5H 4E3

 

 

 

Amy W. Brinkley

(U.S. 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#505

Calgary, Alberta T2P 5N4

 

 

 

Colleen A. Goggins

(U.S. Citizen)

 

Corporate Director and retired Worldwide Chairman,

Consumer Group, Johnson & Johnson

7 Constitution Hill East

Princeton, New Jersey 08540

 

 

 

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

(U.S. 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

66 Wellington Street West, 4th Floor

Toronto, Ontario M5K 1A2

 

 

 

Alan N. MacGibbon

(Canadian Citizen)

 

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

15 Birkbank Drive

Oakville, Ontario L6J 4Z1

  

 
12
 

 

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 British Citizen)

 

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

 

 

 

Nadir H. Mohamed

(Canadian Citizen)

 

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

 

 

 

Claude Mongeau

(Canadian Citizen)

 

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

Company

195 Maplewood Ave.

Outremont, Quebec H2V 2M6

 

 

 

S. Jane Rowe

(Canadian Citizen)

 

Vice Chair, Investments

Ontario Teachers' Pension Plan Board

5650 Yonge Street

Toronto, Ontario M2M 4H5

 

 

 

Nancy G. Tower

(Canadian Citizen)

 

Former President & Chief Executive Officer, Tampa Electric Company

1550 Dresden Row, Unit 1605

Halifax, Nova Scotia, Canada B3J 4A2

 

 
13
 

 

EXECUTIVE OFFICERS

 

Name

 

Principal Occupation or Employment

 

 

 

Bharat B. Masrani

(Canadian and British Citizen)

 

Group President and Chief Executive Officer, TD Bank Group

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2  Canada

 

 

 

Riaz Ahmed

(Canadian Citizen)

 

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

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2  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

 

 

 

Raymond Chun

(Canadian Citizen)

 

Group head, Wealth and Insurance, TD Bank Group

161 Bay Street, 35th Floor

Toronto, Ontario M5J 2T2    Canada

 

 

 

Paul C. Douglas

(Canadian Citizen)

 

Group Head, Canadian Business Banking, TD Bank Group

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

Toronto, Ontario M5K 1A2  Canada

 

 

 

Barbara Hooper

(Canadian Citizen)

 

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

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2  Canada

 

 

 

Greg Keeley

(U.S. Citizen)

 

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

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2  Canada

 

 

 

Kenneth W. Lalonde

(Canadian Citizen)

 

Senior Executive Vice President and

Chief Human Resources Officer, TD Bank Group

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 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

 

 

 

Anita O'Dell

(U.S. Citizen)

 

Senior Vice President and Chief Auditor, TD Bank Group

US Audit Admin 200 Carolina Point Pkwy, Bldg B

Greenville,  SC  29607 SC1-009-415

 

 

 

Michael G. Rhodes

(U.S. Citizen)

 

Group Head, Canadian Personal Banking, TD Bank Group

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2  Canada

 

 

 

Leovigildo Salom

(U.S. Citizen)

 

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

 

 

 

Kelvin Vi Luan Tran

(Canadian Citizen)

 

Senior Executive Vice President and Chief Financial Officer, TD Bank

66 Wellington St. W., 4th Floor

Toronto, Ontario MK5 1A2  Canada

 

 
14