UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS
AND UNDERTAKING
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A. |
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Name of issuer or person filing (Filer): THE TORONTO-DOMINION BANK |
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This is (check one): |
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An original filing for the Filer. |
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An amended filing for the Filer. |
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Identify the filing in conjunction with which this Form is being filed: |
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Name of Registrant:
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THE TORONTO-DOMINION BANK |
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Form type:
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F-10 |
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File Number (if known):
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333-153735 |
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Filed by:
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THE TORONTO-DOMINION BANK |
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Date Filed
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September 30, 2008 |
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(if filed concurrently, so indicate):
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FILED CONCURRENTLY |
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The Filer is incorporated or organized under the laws of |
CANADA
and has its principal place of business at:
Toronto Dominion Bank Tower
Toronto-Dominion Centre
Toronto, Ontario M5K 1A2, Canada
Telephone Number: (416) 982-8222
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E. |
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The Filer designates and appoints Brendan OHalloran (the Agent), located at: |
The Toronto-Dominion Bank
31 West 52nd Street
New York, New York 10019-6101
Telephone Number: (212) 827-7540
as the agent of the Filer upon whom may be served any process, pleadings, subpoenas, or other
papers in:
(a) Any investigation or administrative proceeding conducted by the Commission; and
(b) Any civil suit or action brought against the Filer or to which the Filer has been joined as
defendant or respondent, in any appropriate court in any place subject to the jurisdiction of any
state or of the United States, or of any of its territories or possessions or of the District of
Columbia, where the investigation, proceeding or cause of action arises out of or relates to or
concerns any offering made or purported to be made in connection with securities registered or
qualified by the Filer on Form F-10 on the date hereof or any purchases or sales of any security in
connection therewith. The Filer stipulates and agrees that any such civil suit or action or
administrative proceeding may be commenced by the service of process upon, and that the service of
an administrative subpoena shall be effected by service upon, such agent for service of process,
and that the service as aforesaid shall be taken and held in all courts and administrative
tribunals to be valid and binding as if personal service thereof had been made.
F. The Filer stipulates and agrees to appoint a successor agent for service of process and file an
amended Form F-X if the Filer discharges the Agent or the Agent is unwilling or unable to accept
service on behalf of the Filer at any time until six years have elapsed from the date the issuer of
the securities to which such Form F-10 relates has ceased reporting under the Exchange Act. The
Filer further undertakes to advise the Commission promptly of any change to the Agents name or
address during the applicable period by amendment of this Form, referencing the file number of the
relevant form in conjunction with which the amendment is being filed.
G. The Filer undertakes to make available, in person or by telephone, representatives to respond to
inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the
Commission staff, information relating to the Form F-10, the securities to which the Form F-10
relates and the transactions in such securities.
The Filer certifies that it has duly caused this power of attorney, consent, stipulation and
agreement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of
Toronto, country of Canada, this 30th day of September, 2008.
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Filer: THE TORONTO-DOMINION BANK
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By: |
/s/ CHRISTOPHER A. MONTAGUE
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Name: |
Christopher A. Montague |
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Title: |
Executive Vice President and General Counsel |
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This statement has been signed by the following person in the capacity indicated as of the
30th day of September, 2008.
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Brendan OHalloran,
as Agent for Service of Process for
THE TORONTO-DOMINION BANK
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By: |
/s/ BRENDAN O'HALLORAN
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Name: |
Brendan O'Halloran |
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Title: |
Authorized Representative |
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THE TORONTO-DOMINION BANK
CERTIFICATE
I, Kevin N. Thompson, Vice President, Legal and Corporate Secretary of The Toronto-Dominion Bank,
(the Bank) do hereby certify that the following resolution of the Bank is a true copy of a
resolution duly passed by the Board of Directors of the Bank at a meeting duly called and held on
the 28th day of August, 2008 and that the said resolution has not been amended or
rescinded and is still in full force and effect as of the date hereof.
RESOLVED THAT:
The Bank hereby appoints Brendan OHalloran or such other person as any officer of the Bank may
deem fit, as its agent for the service of process upon the Bank in the United States under the
Securities Act in connection with each Registration Statement and any Amended Registration
Statement, as and to the extent provided for in Form F-X to be filed with the SEC, and any proper
officer of the Bank be and is hereby authorized to execute on behalf of the Bank and file with the
SEC a consent to service of process and power of attorney on Form F-X appointing Brendan OHalloran
or such other person, as such agent for service.
IN WITNESS WHEREOF I have hereunto subscribed my name and affixed the corporate seal of the Bank at
the City of Toronto, in the Province of Ontario, this 30th day of September, 2008.
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By: |
/s/ KEVIN N. THOMPSON
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Kevin N. Thompson |
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Vice President, Legal and
Corporate Secretary |
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