U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS
AND UNDERTAKING
A. Name of issuer or person filing ("Filer"): THE TORONTO-DOMINION BANK
B. This is (check one):
[X] An original filing for the Filer.
[ ] An amended filing for the Filer.
C. Identify the filing in conjunction with which this form is being filed:
Name of Registrant: THE TORONTO-DOMINION BANK
Form type: F-10
File Number (if known):
Filed by: THE TORONTO-DOMINION BANK
Date Filed (if filed DECEMBER 16, 2002
concurrently, so indicate) FILED CONCURRENTLY
D. 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
E. The Filer designates and appoints VICTOR HUEBNER (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 Agent's 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 16th day of December, 2002.
Filer: THE TORONTO-DOMINION BANK
By: /s/ Christopher A. Montague
----------------------------------------------------
Name: Christopher A. Montague
Title: Executive Vice President, General Counsel and Secretary
This statement has been signed by the following person in the
capacity indicated as of the 16th day of December, 2002.
VICTOR HUEBNER,
as Agent for Service of Process for
THE TORONTO-DOMINION BANK
By: /s/ Victor Huebner
-----------------------------------------
Name: Victor Huebner
Title: Managing Director, Risk Management U.S.A.
THE TORONTO-DOMINION BANK
CERTIFICATE
I, Christopher A. Montague, Executive Vice President, General Counsel and
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 27th
day of November, 2002 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 Victor Huebner 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 the 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 Victor Huebner
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 16th
day of December, 2002.
/s/ Christopher A. Montague
---------------------------
Christopher A. Montague
Executive Vice President,
General Counsel and Secretary