fvx
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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Name of issuer or person filing (Filer): THE TORONTO-DOMINION BANK |
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This is (check one): |
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þ An original filing for the Filer. |
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o 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-9 |
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File Number (if known): |
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Filed by:
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THE TORONTO-DOMINION BANK |
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Date Filed
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June 18, 2010 |
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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
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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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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) 827-7000
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as the agent of the Filer upon whom may be served any process, pleadings, subpoenas, or other papers in: |
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Any investigation or administrative proceeding conducted by the Commission; and |
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(b) |
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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-9 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. |
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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-9 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. |
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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-9, the securities to which the Form F-9 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 18th day of June, 2010.
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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 18th day of June, 2010.
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Brendan OHalloran,
as Agent for Service of Process for
THE TORONTO-DOMINION BANK
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By: |
/s/ Brendan OHalloran
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Name: |
Brendan OHalloran |
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Title: |
Authorized Representative |
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2
THE TORONTO-DOMINION BANK
CERTIFICATE
I,
Christopher A. Montague, Executive Vice President and General Counsel 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 26th day of May, 2010 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 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 18th day of June, 2010.
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By: |
/s/
Christopher A. Montague |
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Christopher A. Montague |
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Executive Vice President and
General Counsel |
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