DELAWARE INVESTMENTS COLORADO MUNICIPAL INCOME FUND, INC.
(Name of Issuer)
MUNI-MULTIMODE PREFERRED SHARES
(Title of Class of Securities)
246101604
(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. 246101604
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. 246101604
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:
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
3
SCHEDULE 13D
CUSIP No. 246101604
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. 246101604
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 Toronto Dominion Investments, Inc. ("TDI") exchanged its 300 Muni-MultiMode Preferred Shares (“MMP Shares”) of the Issuer (CUSIP No. 246101604) 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 300 MMP Shares of the Issuer (CUSIP No. 246101604) 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 ofthe 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:
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.
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
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