Epoch Investment Partners, Inc.

Event Detail: ON OCTOBER 10, 2024, THE U.S. DEPARTMENT OF JUSTICE, CRIMINAL DIVISION, MONEY LAUNDERING AND ASSET RECOVERY SECTION ("MLARS") AND THE UNITED STATES ATTORNEY'S OFFICE FOR THE DISTRICT OF NEW JERSEY ("THE USAO-DNJ") FILED A CRIMINAL INFORMATION IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY (THE "DISTRICT COURT") CHARGING TDBUSH WITH ONE COUNT OF FAILING TO MAINTAIN AN ADEQUATE AML PROGRAM IN VIOLATION OF TITLE 31, UNITED STATES CODE, SECTIONS 5318(H) AND 5322 AND ONE COUNT OF FAILING TO FILE ACCURATE CTRS IN VIOLATION OF TITLE 31, UNITED STATES CODE, SECTIONS 5313 AND 5324. ALL CHARGES ARE FELONIES. Status: Final Disposition: TDBUSH ENTERED A GUILTY PLEA FOR ONE COUNT OF FAILING TO MAINTAIN AN ADEQUATE AML PROGRAM IN VIOLATION OF TITLE 31, UNITED STATES CODE, SECTIONS 5318(H) AND 5322 AND ONE COUNT OF FAILING TO FILE ACCURATE CTRS IN VIOLATION OF TITLE 31, UNITED STATES CODE, SECTIONS 5313 AND 5324. TDBUSH MADE AN ADMISSION OF GUILT TO THE DISTRICT COURT AND WILL PAY, TOGETHER WITH ITS WHOLLY OWNED SUBSIDIARY TD BANK, N.A. ("TDBNA"), MONETARY PENALTIES AND FORFEITURE OF APPROXIMATELY $1.9 BILLION. PENALTY WAS PAID IN FULL ON NOVEMBER 7, 2024 Summary: THE DOJ ALLEGED THAT BETWEEN JANUARY 2014 AND OCTOBER 2023 (THE "RELEVANT PERIOD"), TDBUSH AND ITS WHOLLY OWNED SUBSIDIARY, TDBNA, FAILED TO IMPLEMENT AN AML PROGRAM THAT COMPLIED WITH THE BSA, AND AS A RESULT, FAILED TO REMEDIATE DEFICIENCIES IN THE AML PROGRAM, INCLUDING (A) FAILING TO SUBSTANTIVELY UPDATE TDBNA'S TRANSACTION MONITORING SYSTEM BETWEEN 2014 AND 2022, AND (B) FAILING TO ADEQUATELY TRAIN ITS AML AND RETAIL EMPLOYEES. THESE FAILURES ENABLED, AMONG OTHER THINGS, THREE MONEY LAUNDERING NETWORKS TO LAUNDER OVER $600 MILLION IN CRIMINAL PROCEEDS THROUGH TDBNA BETWEEN 2019 AND 2023. THE DOJ FURTHER ALLEGED THAT TDBNA'S SENIOR AML EXECUTIVES KNEW THERE WERE DEFICIENCIES IN THE ENTITIES' U.S. AML POLICIES, PROCEDURES, AND CONTROLS. IN ADDITION, DURING THE RELEVANT PERIOD, TDBNA OMITTED ALMOST ALL DOMESTIC AUTOMATED CLEARINGHOUSE TRANSACTIONS, MOST CHECK ACTIVITY, AND NUMEROUS OTHER TRANSACTION TYPES FROM MONITORING BY ITS AUTOMATED TRANSACTION MONITORING SYSTEM. DUE TO THIS FAILURE, TDBNA DID NOT MONITOR APPROXIMATELY $18.3 TRILLION IN ACTIVITY BETWEEN JANUARY 1, 2018, THROUGH APRIL 12, 2024. NEITHER EPOCH NOR ITS EMPLOYEES WERE INVOLVED IN THE UNDERLYING CONDUCT AT ISSUE NOR DID THIS MATTER INVOLVE THE PROVISION OF INVESTMENT ADVISORY SERVICES BY EPOCH OR ITS EMPLOYEES.

Allegations: FAILURE TO PRESERVE OFF-CHANNEL BUSINESS RELATED COMMUNICATIONS; AND, FAILURE TO REASONABLY SUPERVISE THEIR EMPLOYEES WITH A VIEW TO PREVENTING THESE VIOLATIONS. Status: Final Sanction Detail: UNDERTAKINGS AS DESCRIBED IN THE SETTLED ADMINISTRATIVE ORDER, INCLUDING RETENTION OF AN INDEPENDENT COMPLIANCE CONSULTANT. WITH REGARD TO THE MONETARY/FINE AMOUNT RESPONSE IN ITEM 12.A ABOVE, THE AMOUNT IS IMPOSED JOINTLY AND SEVERALLY WITH TD SECURITIES USA LLC AND TD PRIVATE CLIENT WEALTH LLC. THE CIVIL MONETARY PENALTY WAS PAID ON AUGUST 21, 2024. Summary: ON AUGUST 14, 2024, THE SEC ISSUED AN ORDER, WHICH FOUND THAT TD EPOCH, TD SECURITIES (USA) LLC (TD SECURITIES), AND TD PRIVATE CLIENT WEALTH LLC (TDPCW) (COLLECTIVELY THE TD ENTITIES): (1) FAILED TO PRESERVE OFF-CHANNEL COMMUNICATIONS RELATED TO THEIR BUSINESSES; AND, (2) FAILED TO REASONABLY SUPERVISE THEIR EMPLOYEES WITH A VIEW TO PREVENTING THESE VIOLATIONS. THIS SETTLEMENT WAS A PART OF THE SEC'S LONGSTANDING INDUSTRYWIDE INVESTIGATION INTO WHETHER BROKER-DEALERS AND INVESTMENT ADVISERS WERE PROPERLY RETAINING BUSINESS RELATED MESSAGES SENT AND RECEIVED ON PERSONAL ELECTRONIC DEVICES. THE TD ENTITIES ADMITTED TO THE FACTS IN THE SEC'S ORDER, ACKNOWLEDGED THAT ITS CONDUCT VIOLATED THE FEDERAL SECURITIES LAWS, AND AGREED TO: (1) CEASE AND DESIST FROM COMMITTING OR CAUSING VIOLATIONS OF THE RECORD RETENTION REQUIREMENTS IN THE FEDERAL SECURITIES LAW AND RULES; (2) BE CENSURED; (3) JOINTLY AND SEVERALLY PAY A CIVIL MONETARY PENALTY IN THE AMOUNT OF $30,000,000, IN THIS REGARD, PURSUANT TO AN INTERNAL ASSESSMENT OF THE VOLUME OF OFF CHANNEL COMMUNICATIONS ATTRIBUTABLE TO TD EPOCH, THE TD ENTITIES AGREED THAT THE AMOUNT OF $895,000 OF THE MONETARY PENALTY WOULD BE ALLOCATED TO TD EPOCH; AND (4) COMPLY WITH CERTAIN UNDERTAKINGS. IN ITS ORDER, THE SEC ACKNOWLEDGED THE COOPERATION AND THE REMEDIAL EFFORTS TAKEN BY TD EPOCH AND ITS AFFILIATES.

Allegations: THE FEDERAL RESERVE BOARD ENTERED A CEASE-AND-DESIST ORDER AND ORDER OF ASSESSMENT OF A CIVIL MONETARY PENALTY (THE "FRB ORDER") ON OCTOBER 9, 2024 AGAINST TD BANK, TDBUSH AND TDGUS, THE DIRECT PARENT OF TDBUSH AND THE ULTIMATE U.S. HOLDING COMPANY FOR TD BANK'S U.S. OPERATIONS, UNDER SECTIONS 8(B) AND 8(I)(2)(B) OF THE FEDERAL DEPOSIT INSURANCE ACT. THE FRB ORDER REQUIRES TD BANK, TDBUSH AND TDGUS TO (I) SUBMIT WRITTEN PLANS TO OVERSEE REMEDIATION; (II) RETAIN A THIRD PARTY TO ASSESS THE EFFECTIVENESS OF CORPORATE GOVERNANCE, BOARD AND U.S. MANAGEMENT STRUCTURE, AND STAFFING NEEDS; (III) ESTABLISH A U.S. REMEDIATION OFFICE; (IV) SUBMIT COMPLIANCE PROGRAMS THAT INCLUDE RELOCATION OF BSA AND AML COMPLIANCE FUNCTIONS TO THE U.S;. (V) TO APPOINT AN INDEPENDENT CONSULTANT TO CONDUCT AN ASSESSMENT OF THE BSA AND AML PROGRAMS; (VI) PRIOR TO PAYING DIVIDENDS OR BUYING BACK SHARES, OBTAINING THE CERTIFICATION OF THE BOARD OF DIRECTORS THAT TDBNA HAVE SUFFICIENT RESOURCES TO CONDUCT REMEDIATION; AND (VII) NOT RE-HIRE EMPLOYEES INVOLVED IN MISCONDUCT. THE CIVIL MONEY PENALTY ASSOCIATED WITH THE FRB ORDER AMOUNTS TO $123.5 MILLION. Status: Final Sanction Detail: THE ORDER REQUIRED THE PARTIES TO PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF $123.5 MILLION, WHICH WAS PAID ON OCTOBER 10, 2024. Summary: THE FEDERAL RESERVE BOARD ENTERED A CEASE-AND-DESIST ORDER AND ORDER OF ASSESSMENT OF A CIVIL MONETARY PENALTY ON OCTOBER 9, 2024 AGAINST TD BANK, TDBUSH AND TD GUS, UNDER SECTIONS 8(B) AND 8(I)(2)(B) OF THE FEDERAL DEPOSIT INSURANCE ACT, REQUIRING TD BANK, TDBUSH AND TDGUS TO (I) SUBMIT WRITTEN PLANS TO OVERSEE REMEDIATION; (II) RETAIN A THIRD PARTY TO ASSESS THE EFFECTIVENESS OF CORPORATE GOVERNANCE, BOARD AND U.S. MANAGEMENT STRUCTURE, AND STAFFING NEEDS; (III) ESTABLISH A U.S. REMEDIATION OFFICE; (IV) SUBMIT COMPLIANCE PROGRAMS THAT INCLUDE RELOCATION OF BSA AND AML COMPLIANCE FUNCTIONS TO THE U.S;. (V) TO APPOINT AN INDEPENDENT CONSULTANT TO CONDUCT AN ASSESSMENT OF THE BSA AND AML PROGRAMS; (VI) PRIOR TO PAYING DIVIDENDS OR BUYING BACK SHARES, OBTAINING THE CERTIFICATION OF THE BOARD OF DIRECTORS THAT TDBNA HAVE SUFFICIENT RESOURCES TO CONDUCT REMEDIATION; AND (VII) NOT RE-HIRE EMPLOYEES INVOLVED IN MISCONDUCT. THE CIVIL MONEY PENALTY ASSOCIATED WITH THE FRB ORDER AMOUNTS TO $123.5 MILLION. NEITHER EPOCH NOR ITS EMPLOYEES WERE INVOLVED IN THE UNDERLYING CONDUCT AT ISSUE NOR DID THIS MATTER INVOLVE THE PROVISION OF INVESTMENT ADVISORY SERVICES BY EPOCH OR ITS EMPLOYEES.