Td Private Client Wealth Llc

Event Detail: ON 10/10/2024, THE U.S. DOJ, CRIMINAL DIVISION, MONEY LAUNDERING AND ASSET RECOVERY SECTION ("MLARS") AND THE U.S. ATTORNEY'S OFFICE FOR THE DISTRICT OF NJ ("THE USAO-DNJ") FILED CRIMINAL INFORMATION IN THE U.S. DISTRICT COURT FOR THE DISTRICT OF NJ CHARGING (A) TDBNA WITH 1COUNT OF CONSPIRACY TO COMMIT OFFENSES AGAINST THE U.S., IN VIOLATION OF TITLE 18, U.S. CODE, SECTION 371, TO (1) FAIL TO MAINTAIN AN ADEQUATE AML PROGRAM, CONTRARY TO TITLE 31, U.S.CODE, SECTIONS 5318(H) AND 5322, (2) FAIL TO FILE ACCURATE CURRENCY TRANSACTION REPORTS ("CTRS"), CONTRARY TO TITLE 31, U.S. CODE, SECTIONS 5313 AND 5324, AND (3) LAUNDER MONETARY INSTRUMENTS, CONTRARY TO TITLE 18, U.S. CODE, SECTION 1956(A)(2)(B)(I) AND (B) CHARGING TDBUSH WITH ONE COUNT OF FAILING TO MAINTAIN AN ADEQUATE AML PROGRAM IN VIOLATION OF TITLE 31, U.S. CODE, SECTIONS 5318(H) AND 5322 AND ONE COUNT OF FAILING TO FILE ACCURATE CTRS IN VIOLATION OF TITLE 31, U.S. CODE, SECTIONS 5313 AND 5324. ALL CHARGES ARE FELONIES. Status: Final Disposition: TDBNA ENTERED A GUILTY PLEA FOR ONE COUNT OF CONSPIRACY TO COMMIT OFFENSES AGAINST THE UNITED STATES, IN VIOLATION OF TITLE 18, UNITED STATES CODE, SECTION 371, FOR FAILURE TO MAINTAIN AN ADEQUATE AML PROGRAM, CONTRARY TO TITLE 31, UNITED STATES CODE, SECTIONS 5318(H) AND 5322; FAILURE TO FILE ACCURATE CURRENCY TRANSACTION REPORTS ("CTRS"), CONTRARY TO TITLE 31, UNITED STATES CODE, SECTIONS 5313 AND 5324,; AND LAUNDERING MONETARY INSTRUMENTS, CONTRARY TO TITLE 18, UNITED STATES CODE, SECTION 1956(A)(2)(B)(I). 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. TDBNA AND TDBUSH EACH MADE AN ADMISSION OF GUILT TO THE DISTRICT COURT AND WILL PAY MONETARY PENALTIES AND FORFEITURE OF APPROXIMATELY $1.9 BILLION. DOJ FORFEITURE PAYMENT OF $328,932,302.00 WAS PAID ON 10/29/24. REMAINING PAYMENTS TO DOJ WILL BE MADE AFTER SENTENCING SCHEDULED FOR 11/7/24. Summary: THE DOJ ALLEGED THAT BETWEEN JANUARY 2014 AND OCTOBER 2023 (THE "RELEVANT PERIOD"), TDBNA AND TDBUSH 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.

Allegations: ON OCTOBER 10, 2024 THE OCC ENTERED INTO A CONSENT ORDER WITH TDBNA AND TDBUSA UNDER 12 C.F.R. § 21.21, 12 C.F.R. § 21.11, 31 C.F.R. § 1010.312 AND 31 C.F.R. § 1020.210(A)(2)(V), CONCERNING VIOLATIONS OF THE BSA, INCLUDING THE FAILURE TO MAINTAIN A COMPLIANT AML PROGRAM, THE FAILURE TO FILE SARS AND CTRS IN ACCORDANCE WITH LAW AND REGULATIONS AND THE FAILURE TO CONDUCT CUSTOMER DUE DILIGENCE AS REQUIRED BY LAW AND REGULATION (THE "OCC ORDER"). THE OCC CONSENT ORDER REQUIRES TDBNA AND TDBUSA TO (I) APPOINT A COMPLIANCE COMMITTEE TO OVERSEE COMPLIANCE WITH THE ORDER; (II) SUBMIT BSA AND AML ACTION PLANS TO ADDRESS THE REQUIRED REMEDIATION; (III) APPOINT AN INDEPENDENT CONSULTANT TO CONDUCT AN ASSESSMENT OF THE BSA AND AML PROGRAMS; (IV) CAP ASSETS OF TDBNA AND TDBUSA AT THEIR ASSETS AS OF SEPTEMBER 30, 2024; (V) PRIOR TO PAYING DIVIDENDS OR BUYING BACK SHARES, OBTAIN THE CERTIFICATION OF THE BOARD OF DIRECTORS THAT TDBNA AND TDBUSA HAVE SUFFICIENT RESOURCES TO CONDUCT REMEDIATION; (VI) AFTER SUBMITTING AND RECEIVING APPROVAL FROM THE OCC FOR NEW POLICIES FOR RISK EVALUATION, NOT OFFER NEW MEDIUM TO HIGH RISK PRODUCTS OR SERVICES, OPEN NEW STORES, OR ENTER NEW MARKETS WITHOUT RECEIVING A NOTICE OF NO SUPERVISORY OBJECTION FROM THE OCC; (VII) ENSURE THAT THE TDBNA AND TDBUSA MAINTAIN A QUALIFIED BSA OFFICER WITH SUFFICIENT RESOURCES AND SUPPORT; (VIII) DEVELOP AND IMPLEMENT EFFECTIVE BSA AND AML TRAINING PROGRAMS; (IX) DEVELOP AND IMPLEMENT BSA AND AML INTERNAL CONTROL PROGRAMS; (X) DEVELOP AND IMPLEMENT AN EFFECTIVE CUSTOMER DUE DILIGENCE PROGRAM TO ENSURE APPROPRIATE COLLECTION AND ANALYSIS OF CUSTOMER INFORMATION WHEN OPENING NEW ACCOUNTS, WHEN RENEWING OR MODIFYING EXISTING ACCOUNTS, AND WHEN THERE IS EVENT-DRIVEN INFORMATION INDICATING IT WOULD BE PRUDENT TO OBTAIN UPDATED INFORMATION IN ORDER TO UNDER THE NATURE OF THE CUSTOMER RELATIONSHIP AND MAINTAIN AN ACCURATE CUSTOMER RISK PROFILE; (XI) DEVELOP AND IMPLEMENT EFFECTIVE SUSPICIOUS ACTIVITY MONITORING AND REPORTING PROGRAMS TO ENSURE THE TIMELY AND APPROPRIATE IDENTIFICATION, REVIEW, AND DISPOSITION OF UNUSUAL ACTIVITY, AND THE FILING OF SARS; (XII) DEVELOP AND IMPLEMENT EFFECTIVE INDEPENDENT BSA AND AML TESTING PROGRAMS; (XIII) RETAIN SAR LOOKBACK CONSULTANTS AND CONDUCT SAR LOOKBACKS; AND (XIV) NOT RE-HIRE EMPLOYEES INVOLVED IN MISCONDUCT. THE CONSENT ORDER ALSO REQUIRES THE BOARDS OF TDBNA AND TDBUSA TO ENSURE TDBNA AND TDBUSA IMPLEMENT THESE CORRECTIVE ACTIONS. THE CIVIL MONEY PENALTY IN CONNECTION WITH THE OCC ORDER TOTALS $450 MILLION. Status: Final Sanction Detail: THE ORDER REQUIRED THE PARTIES TO PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF $450 MILLION, WHICH WAS PAID ON OCTOBER 10, 2024. Summary: THE OCC ENTERED INTO A CONSENT ORDER WITH TDBNA AND TDBUSA IDENTIFYING VIOLATIONS OF THE BSA, INCLUDING THE FAILURE TO MAINTAIN A COMPLIANT AML PROGRAM, THE FAILURE TO FILE SARS AND CTRS IN ACCORDANCE WITH LAW AND REGULATIONS AND THE FAILURE TO CONDUCT CUSTOMER DUE DILIGENCE AS REQUIRED BY LAW AND REGULATION. THE OCC CONSENT ORDER REQUIRES TDBNA AND TDBUSA TO IMPLEMENT A WRITTEN PLAN DETAILING REMEDIAL ACTIONS NECESSARY TO ACHIEVE AND SUSTAIN COMPLIANCE WITH THE BSA. THE OCC CONSENT ORDER ALSO REQUIRES THE BOARDS OF TDBNA AND TDBUSA TO ENSURE TDBNA AND TDBUSA IMPLEMENT THESE CORRECTIVE ACTIONS. THE CIVIL MONEY PENALTY IN CONNECTION WITH THE OCC ORDER TOTALS $450 MILLION.

Allegations: ON OCTOBER 10, 2024 THE FINANCIAL CRIMES ENFORCEMENT NETWORK ("FINCEN") ENTERED INTO A CONSENT ORDER WITH TD BANK, N.A. ("TDBNA") AND TD BANK USA, N.A. ("TDBUSA") CONCERNING VIOLATIONS OF THE BSA, INCLUDING THE FAILURE TO MAINTAIN AN ADEQUATE AML PROGRAM, 31 U.S.C. § 5318(H)(1) AND 31 C.F.R. § 1020.210(A), AND THE FAILURE TO FILE SUSPICIOUS ACTIVITY REPORTS ("SAR") AND CURRENCY TRANSACTION REPORTS ("CTR"), 31 U.S.C. § 5318(G) AND 31 C.F.R. § 1020.320, AND 31 U.S.C. § 5313 AND 31 C.F.R. § 1010.311, RESPECTIVELY (THE "FINCEN ORDER"). THE FINCEN ORDER REQUIRES TDBNA AND TDBUSA TO (I) ENGAGE AN INDEPENDENT MONITOR AND COOPERATE WITH MONITORSHIP REQUIREMENTS; (II) RETAIN A SAR LOOKBACK CONSULTANT TO CONDUCT A SAR LOOKBACK REVIEW; (III) APPOINT AN INDEPENDENT CONSULTANT TO CONDUCT AN ASSESSMENT OF TDBNA'S AML PROGRAMS (IV) PERMIT THE MONITOR TO ASSESS TDBNA'S ACCOUNTABILITY REVIEW PROCESS; AND (V) CONTINUE TO COOPERATE FULLY. THE CIVIL MONEY PENALTY IMPOSED UNDER THE FINCEN ORDER IS $1.3 BILLION. Status: Final Sanction Detail: THE ORDER REQUIRED THE PARTIES TO PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF $1.3 BILLION, WHICH WAS PAID ON OCTOBER 17, 2024. Summary: FINCEN ENTERED INTO A CONSENT ORDER WITH TDBNA AND TDBUSA CONCERNING VIOLATIONS OF THE BSA, INCLUDING THE FAILURE TO MAINTAIN AN ADEQUATE AML PROGRAM, 31 U.S.C. § 5318(H)(1) AND 31 C.F.R. § 1020.210(A), AND THE FAILURE TO FILE SARS AND CTRS, 31 U.S.C. § 5318(G) AND 31 C.F.R. § 1020.320, AND 31 U.S.C. § 5313 AND 31 C.F.R. § 1010.311, RESPECTIVELY. THE FINCEN ORDER REQUIRES TDBNA AND TDBUSA TO (I) ENGAGE AN INDEPENDENT MONITOR AND COOPERATE WITH MONITORSHIP REQUIREMENTS; (II) RETAIN A SAR LOOKBACK CONSULTANT TO CONDUCT A SAR LOOKBACK REVIEW; (III) APPOINT AN INDEPENDENT CONSULTANT TO CONDUCT AN ASSESSMENT OF TDBNA'S AML PROGRAMS (IV) PERMIT THE MONITOR TO ASSESS TDBNA'S ACCOUNTABILITY REVIEW PROCESS; AND (V) CONTINUE TO COOPERATE FULLY. THE CIVIL MONEY PENALTY IMPOSED UNDER THE FINCEN ORDER IS $1.3 BILLION.

Allegations: ON OCTOBER 10, 2024 THE FINANCIAL CRIMES ENFORCEMENT NETWORK ("FINCEN") ENTERED INTO A CONSENT ORDER WITH TDBNA AND TD BANK USA, NATIONAL ASSOCIATION CONCERNING VIOLATIONS OF THE BSA, INCLUDING THE FAILURE TO MAINTAIN AN ADEQUATE AML PROGRAM, 31 U.S.C. § 5318(H)(1) AND 31 C.F.R. § 1020.210(A), AND THE FAILURE TO FILE SUSPICIOUS ACTIVITY REPORTS ("SAR") AND CURRENCY TRANSACTION REPORTS ("CTR"), 31 U.S.C. § 5318(G) AND 31 C.F.R. § 1020.320, AND 31 U.S.C. § 5313 AND 31 C.F.R. § 1010.311, RESPECTIVELY (THE "FINCEN ORDER"). THE FINCEN ORDER REQUIRES TDBNA AND TDBUSA TO (I) ENGAGE AN INDEPENDENT MONITOR AND COOPERATE WITH MONITORSHIP REQUIREMENTS; (II) RETAIN A SAR LOOKBACK CONSULTANT TO CONDUCT A SAR LOOKBACK REVIEW; (III) APPOINT AN INDEPENDENT CONSULTANT TO CONDUCT AN ASSESSMENT OF TDBNA'S AML PROGRAMS (IV) PERMIT THE MONITOR TO ASSESS TDBNA'S ACCOUNTABILITY REVIEW PROCESS; AND (V) CONTINUE TO COOPERATE FULLY. THE CIVIL MONEY PENALTY IMPOSED UNDER THE FINCEN ORDER IS $1.3 BILLION. Status: Final Sanction Detail: THE ORDER REQUIRED THE PARTIES TO PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF $1.3 BILLION, WHICH WAS PAID ON OCTOBER 17, 2024. Summary: FINCEN ENTERED INTO A CONSENT ORDER WITH TDBNA AND TDBUSA, CONCERNING VIOLATIONS OF THE BSA, INCLUDING THE FAILURE TO MAINTAIN AN ADEQUATE AML PROGRAM, 31 U.S.C. § 5318(H)(1) AND 31 C.F.R. § 1020.210(A), AND THE FAILURE TO FILE SARS AND CTRS, 31 U.S.C. § 5318(G) AND 31 C.F.R. § 1020.320, AND 31 U.S.C. § 5313 AND 31 C.F.R. § 1010.311, RESPECTIVELY. THE FINCEN ORDER REQUIRES TDBNA AND TDBUSA TO (I) ENGAGE AN INDEPENDENT MONITOR AND COOPERATE WITH MONITORSHIP REQUIREMENTS; (II) RETAIN A SAR LOOKBACK CONSULTANT TO CONDUCT A SAR LOOKBACK REVIEW; (III) APPOINT AN INDEPENDENT CONSULTANT TO CONDUCT AN ASSESSMENT OF TDBNA'S AML PROGRAMS (IV) PERMIT THE MONITOR TO ASSESS TDBNA'S ACCOUNTABILITY REVIEW PROCESS; AND (V) CONTINUE TO COOPERATE FULLY. THE CIVIL MONEY PENALTY IMPOSED UNDER THE FINCEN ORDER IS $1.3 BILLION.

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 TD GUS, 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.

Allegations: IN NOVEMBER 2023, TDPCW ENTERED INTO AN AWC WITH FINRA FOR FAILURE TO ESTABLISH AND MAINTAIN A SUPERVISORY SYSTEM, INCLUDING WRITTEN PROCEDURES, REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH THE TDPCW'S OBLIGATION TO REVIEW CORRESPONDENCE AND INTERNAL COMMUNICATIONS. AS A RESULT, TDPCW FAILED TO REVIEW APPROXIMATELY 3.5 MILLION EMAILS RELATED TO 691 EMPLOYEES EMAIL ACCOUNTS BETWEEN FEBRUARY 2013 AND JUNE 2022. TDPCW AGREED TO A CENSURE, PAID A FINE OF $600,000 AND AGREED TO: 1) WITHIN 120 DAYS OF THE DATE OF THE ACCEPTANCE OF THE AWC, CERTIFY IN WRITING THAT THE FIRM HAS REMEDIATED THE ISSUES IDENTIFIED AND IMPLEMENTED A SUPERVISORY SYSTEM, INCLUDING WSPS, REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH RULE 3110(B)(4); AND 2) WITHIN 90 DAYS OF THE DATE OF THE ACCEPTANCE OF THE AWC, CERTIFY IN WRITING THAT THE FIRM HAS COMPLETED A RISK-BASED RETROSPECTIVE REVIEW OF EMAIL SENT OR RECEIVED BY ITS ASSOCIATED PERSONNEL BETWEEN FEBRUARY 2013 AND JUNE 2022. Status: Final Sanction Detail: THE FIRM HAS PAID THE $600,000 FINE, AND IS ON TRACK TO COMPLETE THE REQUIRED 90-DAY AND 120-DAY UNDERTAKINGS BY THE DUE DATES. Summary: THE FIRM ENGAGED A THIRD-PARTY CONSULTANT TO PERFORM AN END-TO-END REVIEW OF THE WORKFLOW PROCESS TO SET-UP EMPLOYEE EMAIL ADDRESSES INTO THE EMAIL SURVEILLANCE SYSTEM FOR RETENTION AND SUPERVISORY REVIEW. THE FIRM IS ON TRACK TO COMPLETE THE REQUIRED 90-DAY AND 120-DAY UNDERTAKINGS BY THE DUE DATES.

Allegations: TD BANK, N.A. ALLEGEDLY FAILED TO DETECT AND ADEQUATELY REPORT SUSPICIOUS ACTIVITIES IN A TIMELY MANNER. Status: Final Sanction Detail: FINCEN AND THE OCC FOUND THAT TD BANK, N.A. VIOLATED BANK SECRECY ACT REPORTING REQUIREMENTS BY FAILING TO DETECT AND ADEQUATELY REPORT SUSPICIOUS ACTIVITIES IN A TIMELY MANNER. FINCEN ASSESSED A CIVIL MONEY PENALTY OF $37.5 MILLION, AND THE OCC ASSESSED A CONCURRENT CIVIL MONEY PENALTY OF $37.5 MILLION. TD BANK, N.A. PAID THE CIVIL MONEY PENALTY ON SEPTEMBER 20, 2013. Summary: CLOSED.

Allegations: ON SEPTEMBER 17, 2024, THE U.S. SECURITIES AND EXCHANGE COMMISSION ("SEC") ISSUED A SETTLED ADMINISTRATIVE ORDER THAT FOUND THAT FROM AT LEAST DECEMBER 2019 THROUGH SEPTEMBER 17, 2024, TD PRIVATE CLIENT WEALTH LLC ("TDPCW") WILLFULLY VIOLATED SECTION 13(F)(1) OF THE EXCHANGE ACT AND RULE 13F-1 THEREUNDER BY FAILING TO FILE FORMS 13F FROM THE QUARTER ENDING DECEMBER 31, 2019 TO THE QUARTER ENDING MARCH 31, 2024. IN DETERMINING TO ACCEPT TDPCW'S OFFER OF SETTLEMENT, THE SEC CONSIDERED TDPCW'S PROMPT REMEDIAL EFFORTS. Status: Final Sanction Detail: IN CONNECTION WITH THE ORDER, TDPCW WAS (I) CENSURED; (II) ORDERED TO CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF EXCHANGE ACT SECTION 13(F)(1) AND RULE 13F-1 PROMULGATED THEREUNDER; AND (III) ORDERED TO PAY A PENALTY OF $475,000. Summary: TDPCW CONSENTED TO THE ENTRY OF THE ORDER WITHOUT ADMITTING OR DENYING THE FACTUAL FINDINGS OR CONCLUSIONS OF LAW. THE ALLEGATIONS, DISPOSITION, FINDINGS, AND SANCTIONS OF THE ORDER ARE DESCRIBED IN ITEMS 7 AND 12.

Allegations: ON AUGUST 14, 2024, THE SEC ISSUED AN ORDER, PURSUANT TO AN OFFER OF SETTLEMENT, CONTAINING FINDINGS THAT TD PRIVATE CLIENT WEALTH LLC (TDPCW) (AND AN AFFILIATED BROKER DEALER, TD SECURITIES (USA) LLC (TD SECURITIES), AND AN AFFILIATED INVESTMENT ADVISER, EPOCH INVESTMENT PARTNERS INC (EPOCH) (COLLECTIVELY THE TD ENTITIES)): (1) FAILED TO PRESERVE OFF-CHANNEL COMMUNICATIONS RELATED TO TDPCW'S BUSINESS IN WILLFUL VIOLATION OF SECTION 17(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (THE "EXCHANGE ACT") AND RULE 17A-4 THEREUNDER, AND SECTION 204 OF THE ADVISERS ACT AND RULE 204-2 THEREUNDER; AND, (2) FAILED TO REASONABLY SUPERVISE ITS EMPLOYEES WITH A VIEW TO PREVENTING THESE VIOLATIONS. TDPCW ADMITTED TO THE FACTS IN THE SETTLEMENT ORDER, ACKNOWLEDGED THAT ITS CONDUCT VIOLATED THE FEDERAL SECURITIES LAWS, AND AGREED TO: (1) CEASE AND DESIST FROM COMMITTING OR CAUSING VIOLATIONS OF SECTION 17(A) OF THE EXCHANGE ACT AND RULE 17A-4 THEREUNDER AND SECTION 204 OF THE ADVISERS ACT AND RULE 204-2 THEREUNDER; (2) BE CENSURED; (3) JOINTLY AND SEVERALLY WITH TD SECURITIES AND EPOCH, 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 TDPCW, THE TD ENTITIES AGREED THAT THE AMOUNT OF $1,800,000 OF THE MONETARY PENALTY WOULD BE ALLOCATED TO TDPCW; AND (4) COMPLY WITH CERTAIN UNDERTAKINGS RELATED TO THE RETENTION OF ELECTRONIC COMMUNICATIONS. Status: Final Sanction Detail: TDPCW ADMITTED TO THE FACTS IN THE SETTLEMENT ORDER, ACKNOWLEDGED THAT ITS CONDUCT VIOLATED THE FEDERAL SECURITIES LAWS, AND AGREED TO: (1) CEASE AND DESIST FROM COMMITTING OR CAUSING VIOLATIONS OF SECTION 17(A) OF THE EXCHANGE ACT AND RULE 17A-4 THEREUNDER AND SECTION 204 OF THE ADVISERS ACT AND RULE 204-2 THEREUNDER; (2) BE CENSURED; (3) JOINTLY AND SEVERALLY WITH TD SECURITIES AND EPOCH, 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 TDPCW, THE TD ENTITIES AGREED THAT THE AMOUNT OF $1,800,000 OF THE MONETARY PENALTY WOULD BE ALLOCATED TO TDPCW; AND (4) COMPLY WITH CERTAIN UNDERTAKINGS RELATED TO THE RETENTION OF ELECTRONIC COMMUNICATIONS.

Allegations: A BANK EMPLOYEE ALLEGEDLY PROVIDED FALSE INFORMATION TO INVESTORS IN A PONZI SCHEME LED BY A TD BANK, N.A. CUSTOMER. THE EMPLOYEE TOLD INVESTORS THAT CERTAIN ACCOUNTS AT TD BANK, N.A. CONTAINED FUNDS FOR THE BENEFIT OF INVESTORS IN THE PONZI SCHEME. Status: Final Sanction Detail: TD BANK, N.A. PAID THE CIVIL MONEY PENALTY OF $15,000,000.00 ON OCTOBER 3, 2013. Summary: CLOSED.