The Toronto-Dominion Bank, et al.; Notice of Application and Temporary Order, 107181-107185 [2024-31134]
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clarity of the information that is the
subject of collection; and (4) ways to
minimize the burden of collections on
respondents, including the use of
automated collection techniques or
other forms of information technology.
Comments to the RRB or OIRA must
contain the OMB control number of the
ICR. For proper consideration of your
comments, it is best if the RRB and
OIRA receive them within 30 days of
the publication date.
Title and purpose of information
collection: Railroad Unemployment
Insurance Act Applications; OMB 3220–
0039.
Under Section 2 of the Railroad
Unemployment Insurance Act (RUIA)
(45 U.S.C. 362), sickness benefits are
payable to qualified railroad employees
who are unable to work because of
illness or injury. In addition, sickness
benefits are payable to qualified female
employees if they are unable to work, or
if working would be injurious, because
of pregnancy, miscarriage, or childbirth.
Under Section 1(k) of the RUIA a
statement of sickness, with respect to
days of sickness of an employee, is to
be filed with the RRB within a 10-day
period from the first day claimed as a
day of sickness. The Railroad
Retirement Board’s (RRB) authority for
requesting supplemental medical
information is Section 12(i) and 12(n) of
the RUIA. The procedures for claiming
sickness benefits and for the RRB to
obtain supplemental medical
information needed to determine a
claimant’s eligibility for such benefits
are prescribed in 20 CFR part 335.
The forms currently used by the RRB
to obtain information needed to
determine eligibility for, and the
amount of, sickness benefits due a
claimant follow: Form SI–1a,
Application for Sickness Benefits; Form
SI–1b, Statement of Sickness; Form SI–
3, Claim for Sickness Benefits; Form SI–
7, Supplemental Doctor’s Statement;
Form SI–8, Verification of Medical
Information; and Form ID–11A,
Requesting Reason for Late Filing of
Sickness Benefit. Completion is
required to obtain or retain benefits.
One response is requested of each
respondent.
Previous Requests for Comments: The
RRB has already published the initial
60-day notice (89 85257 on October 25,
Information Collection Request (ICR)
Title: Railroad Unemployment
Insurance Act Applications.
OMB Control Number: 3220–0039.
Form(s) submitted: SI–1a, SI–1b, SI–3,
SI–3 (internet), SI–7, SI–8, and ID–11A.
Type of request: Reinstatement with
change of a previously approved
collection.
Affected public: Individuals or
Households.
Abstract: Under Section 2 of the
Railroad Unemployment Insurance Act
sickness benefits are payable to
qualified railroad employees who are
unable to work because of illness or
injury. The collection obtains
information from railroad employees
and physicians needed to determine
eligibility to and the amount of such
benefits.
Changes proposed: The RRB proposes
no changes to Forms SI–1a, SI–1b, SI–
3, SI–3 (internet), SI–7, SI–8, and ID–
11A.
The burden estimate for the ICR is as
follows:
Annual
responses
Form number
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2024) required by 44 U.S.C. 3506(c) (2).
That request elicited no comments.
Time
(minutes)
Burden
(hours)
SI–1a (Employee) ........................................................................................................................
SI–1b (Doctor) .............................................................................................................................
SI–3 (Manual) ..............................................................................................................................
SI–3 (Internet) ..............................................................................................................................
SI–7 ..............................................................................................................................................
SI–8 ..............................................................................................................................................
ID–11A .........................................................................................................................................
11,179
11,179
100,120
82,812
12,151
24
284
10
8
5
5
8
5
4
1,863
1,490
8,343
6,901
1,620
2
19
Total ......................................................................................................................................
217,749
........................
20,238
Additional Information or Comments:
Copies of the forms and supporting
documents or comments regarding the
information collection should be
addressed to Brian Foster, Railroad
Retirement Board, 844 North Rush
Street, Chicago, Illinois 60611–1275 or
emailed to Brian.Foster@rrb.gov.
Written comments and
recommendations for the proposed
information collection should be sent
within 30 days of publication of this
notice to www.reginfo.gov/public/do/
PRAMain. Find this particular
information collection by selecting
‘‘Currently under 30-day Review—Open
for Public Comments’’ or by using the
search function.
Brian Foster,
Clearance Officer.
[FR Doc. 2024–31429 Filed 12–30–24; 8:45 am]
BILLING CODE 7905–01–P
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SECURITIES AND EXCHANGE
COMMISSION
[Release No. IC–35427; File No. 812–15678]
The Toronto-Dominion Bank, et al.;
Notice of Application and Temporary
Order
December 20, 2024.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Temporary order and notice of
application for a permanent order under
section 9(c) of the Investment Company
Act of 1940 (‘‘Act’’).
AGENCY:
Applicants
have received a temporary order
(‘‘Temporary Order’’) exempting them
from section 9(a) of the Act, with
respect to guilty pleas entered on
October 10, 2024 (‘‘Guilty Pleas’’), by
TD Bank US Holding Company
(‘‘TDBUSH’’) and TD Bank, N.A.
SUMMARY OF APPLICATION:
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(‘‘TDBNA’’ and together with TDBUSH,
the ‘‘Pleading Entities’’) in the United
States District Court for New Jersey (the
‘‘District Court’’) in connection with
plea agreements (‘‘Plea Agreements’’)
between the Pleading Entities and the
United States Department of Justice
(‘‘DOJ’’), until the Commission takes
final action on an application for a
permanent order (the ‘‘Permanent
Order,’’ and with the Temporary Order,
the ‘‘Orders’’). Applicants also have
applied for a permanent order.
APPLICANTS: The Toronto-Dominion
Bank (‘‘TD Bank’’), TDBUSH, TDBNA,
and Epoch Investment Partners, Inc.
(‘‘Epoch’’ and collectively, the
‘‘Applicants’’).
FILING DATE: The application was filed
on December 20, 2024.
HEARING OR NOTIFICATION OF HEARING: An
order granting the requested relief will
be issued unless the Commission orders
a hearing. Interested persons may
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request a hearing by emailing the
Commission’s Secretary at SecretarysOffice@sec.gov and serving applicants
with a copy of the request, by email.
Hearing requests should be received by
the Commission by 5:30 p.m. on January
16, 2025 and should be accompanied by
proof of service on the applicants, in the
form of an affidavit, or for lawyers, a
certificate of service. Pursuant to rule 0–
5 under the Act, hearing requests should
state the nature of the writer’s interest,
any facts bearing upon the desirability
of a hearing on the matter, the reason for
the request, and the issues contested.
Persons who wish to be notified of a
hearing may request notification by
emailing the Commission’s Secretary.
ADDRESSES: The Commission:
Secretarys-Office@sec.gov. Applicants:
Jane Langford at jane.langford@td.com.
FOR FURTHER INFORMATION CONTACT:
Adam M. Large, Senior Special Counsel,
or Nadya Roytblat, Assistant Chief
Counsel, at (202) 551–6825 (Division of
Investment Management, Chief
Counsel’s Office).
SUPPLEMENTARY INFORMATION: The
following is a temporary order and a
summary of the application. The
complete application may be obtained
via the Commission’s website by
searching for the file number at the top
of this document, or for an Applicant
using the Company name search field,
on the SEC’s EDGAR system. The SEC’s
EDGAR system may be searched at
https://www.sec.gov/edgar/searchedgar/
legacy/companysearch.html. You may
also call the SEC’s Office of Investor
Education and Advocacy at (202) 551–
8090.
Applicants’ Representations
1. TDBNA, a Pleading Entity, is a
national bank headquartered in Cherry
Hill, New Jersey. TDBNA is a whollyowned subsidiary of TDBUSH.
TDBNA’s deposits are insured under the
Federal Deposit Insurance Act, and the
bank is regulated and supervised by the
Office of the Comptroller of the
Currency (‘‘OCC’’).
2. TDBUSH, a Pleading Entity, is a
Delaware corporation and a nonoperating holding company with
oversight over the anti-money
laundering (‘‘AML’’) compliance
program of TDBNA, its direct
subsidiary, and is accountable for
monitoring the effectiveness of
TDBNA’s AML program pursuant to the
Bank Secrecy Act (‘‘BSA’’).
3. Epoch, a Delaware corporation, is
registered as an investment adviser
under the Investment Advisers Act of
1940 (the ‘‘Advisers Act’’) and is a
direct, wholly-owned subsidiary of
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TDBUSH. Epoch serves as a sub-adviser
to the investment companies registered
under the Act that are listed in
Appendix A to the application.
4. TD Bank is an international
banking and financial services
corporation headquartered in Toronto,
Canada. TD Bank is a chartered bank
subject to the provisions of the Bank Act
(Canada). TD Bank is the indirect parent
of TDBUSH through an intermediate
U.S. holding company.
5. While no existing company of
which a Pleading Entity is an ‘‘affiliated
person’’ within the meaning of section
2(a)(3) of the Act (‘‘Affiliated Person’’),
other than Epoch, currently serves as an
investment adviser (as defined in
section 2(a)(20) of the Act) or depositor
of any registered investment company,
employees’ securities company (‘‘ESC’’),
or investment company that has elected
to be treated as a business development
company (‘‘BDC’’) under the Act, or as
principal underwriter (as defined in
section 2(a)(29) of the Act) for any
registered open-end investment
company (‘‘Open-End Fund’’),
registered unit investment trust (‘‘UIT’’),
or registered face-amount certificate
company (‘‘FACC’’) (such persons,
‘‘Funds,’’ and such activities performed
on behalf of such persons, collectively
‘‘Fund Servicing Activities’’),
Applicants request that any relief
granted by the Commission pursuant to
the application also apply to any other
current or future Affiliated Person of the
Pleading Entities other than TDBUSH
and TDBNA (together with Epoch, the
‘‘Covered Persons’’) with respect to any
activity contemplated by section 9(a) of
the Act.1
6. On October 10, 2024, the DOJ filed
a one count criminal information in the
District Court charging TDBNA with
conspiring to: (1) fail to maintain an
adequate AML program, contrary to
Title 31, United States Code, Sections
5318(h) and 5322; (2) fail to file accurate
Currency Transaction Reports (‘‘CTRs’’),
contrary to Title 31, United States Code,
Sections 5313 and 5324; and (3) launder
monetary instruments, contrary to Title
18, United States Code, Section
1956(a)(2)(B)(i), in violation of Title 18,
United States Code, Section 371. On the
same date, the DOJ filed a two-count
criminal information in the District
Court charging TDBUSH with: (1) failing
to maintain an adequate AML program,
in violation of Title 31, United States
1 Covered Persons may, if the Order is granted, in
the future act in any of the capacities contemplated
by section 9(a) of the Act subject to the applicable
terms and conditions of the Order. TD Bank does
not and will not serve as an investment adviser,
depositor or principal underwriter to any registered
investment company as it is not a Covered Person.
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Code, Section 5318(h) and 5322; and (2)
failing to file accurate CTRs in violation
of Title 31, United States Code, Sections
5313 and 5324. According to the
Statement of Facts that served as the
basis for the Plea Agreements
(‘‘Statement of Facts’’), between January
2014 and October 2023 TDBNA and
TDBUSH failed to implement an AML
program that complied with the BSA.
As a result, according to the Statement
of Facts, the Pleading Entities 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. These failures also created
vulnerabilities that allowed five branchlevel TDBNA employees to open and
maintain accounts for one of these
money laundering networks. According
to the Statement of Facts, TDBNA’s
senior AML executives knew there were
deficiencies in the Pleading Entities’
U.S. AML policies, procedures, and
controls. According to the Statement of
Facts, the Pleading Entities willfully
failed to file accurate CTRs related to
one of the three money laundering
schemes.
7. Pursuant to the Plea Agreements,
each Pleading Entity agreed to enter a
plea of guilty to the charge(s) set out in
its respective information. According to
the Plea Agreements, each of the
Pleading Entities agreed: (1) to abide by
all terms and obligations of the Plea
Agreement; (2) that in the event that,
during the term of the Plea Agreement,
the Pleading Entity undertakes any
change in corporate form, including if it
sells, merges, or transfers business
operations that are material to its
consolidated operations, or to the
operations of any subsidiaries, branches,
or affiliates involved in the conduct
described in the Statement of Facts, as
they exist as of the date of the Plea
Agreements, whether such transaction is
structured as a sale, asset sale, merger,
transfer or other change in corporate
form, it shall include in any contract for
sale, merger, transfer, or other change in
corporate form a provision binding the
purchaser, or any successor in interest
thereto, to the obligations described in
the Plea Agreements; (3) to continue to
cooperate fully with the DOJ (in any and
all matters relating to the conduct,
individuals, and entities described in
the Plea Agreements and the Statement
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of Facts as well as any other conduct,
individuals, and entities under
investigation by the DOJ at any time
during the term of the Plea Agreements,
until the later of the date upon which
all investigations and prosecutions
arising out of such conduct are
concluded or the end of the term of the
Plea Agreements; (4) that, should the
Pleading Entity learn of any evidence of
allegation of conduct by the Pleading
Entity, its affiliates, or their employees
that may constitute a violation of federal
criminal law, the Pleading Entity shall
promptly report such evidence or
allegation to the DOJ in a manner and
form consistent with local law; and (5)
that any fine, forfeiture, or restitution
imposed by the District Court will be
due and payable as specified in the Plea
Agreements, and that any forfeiture or
restitution imposed by the District Court
will be due and payable in accordance
with the District Court’s order. The
monetary penalties and forfeiture under
the Plea Agreements totaled
approximately $1.9 billion.
8. The Pleading Entities are subject to
orders by other U.S. regulatory or
enforcement agencies related to the
Conduct. The Federal Reserve Board
(‘‘FRB’’) entered a cease-and-desist
order and order of assessment of a civil
monetary penalty (the ‘‘FRB Order’’) on
October 9, 2024 against the TD Bank,
TDBUSH, and TD Group US Holdings
(‘‘TDGUS’’), the ultimate U.S. holding
company for TD Bank’s U.S. operations.
The Financial Crimes Enforcement
Network (‘‘FinCEN’’) entered into a
consent order (the ‘‘FinCEN Order’’) on
October 10, 2024 with TDBNA and TD
Bank USA, National Association
(‘‘TDBUSA’’), a national bank and
wholly owned direct subsidiary of
TDBUSH, concerning violations of the
BSA, including the failure to maintain
an adequate AML program, and the
failure to file CTRs and Suspicious
Activity Reports (‘‘SARs’’). The OCC
entered into a consent order (the ‘‘OCC
Order’’) with TDBNA and TDBUSA
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.
Applicants’ Legal Analysis
1. Section 9(a)(1) of the Act provides,
in pertinent part, that a person may not
serve or act as an investment adviser or
depositor of any registered investment
company or as principal underwriter for
any Open-End Fund, UIT, or FACC, if
such person within ten years has been
convicted of any felony or
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misdemeanor, including those arising
out of such person’s conduct as a
broker, dealer or bank. Section 2(a)(10)
of the Act defines the term ‘‘convicted’’
to include a plea of guilty. Section
9(a)(3) of the Act extends the
prohibitions of section 9(a)(1) to a
company, any affiliated person of which
has been disqualified under the
provisions of section 9(a)(1). Section
2(a)(3) of the Act defines ‘‘affiliated
person’’ to include, among others, any
person directly or indirectly controlling,
controlled by, or under common control
with, the other person. The Pleading
Entities are affiliated persons of each of
the other Applicants within the
meaning of section 2(a)(3) of the Act.
Therefore, the Plea Agreement resulted
in a disqualification of Epoch for ten
years under section 9(a)(3) from acting
in any of the capacities listed in section
9(a), by effect of a conviction described
in section 9(a)(1).
2. Section 9(c) of the Act provides
that: ‘‘[t]he Commission shall by order
grant [an] application [for relief from the
prohibitions of subsection 9(a)], either
unconditionally or on an appropriate
temporary or other conditional basis, if
it is established [i] that the prohibitions
of subsection 9(a), as applied to such
person, are unduly or
disproportionately severe or [ii] that the
conduct of such person has been such
as not to make it against the public
interest or the protection of investors to
grant such application.’’ Applicants
have filed an application pursuant to
section 9(c) seeking a Temporary Order
and a Permanent Order exempting
Epoch and other Covered Persons from
the disqualification provisions of
section 9(a) of the Act. The Covered
Persons may, if the Orders are granted,
in the future act in any of the capacities
contemplated by section 9(a) of the Act
subject to the applicable terms and
conditions of the Orders.
3. Applicants believe they meet the
standards for exemption specified in
section 9(c). Applicants assert that: (i)
the scope of the misconduct was limited
and did not involve any of the
Applicants acting as an investment
adviser, depositor or principal
underwriter for any Fund, or any Fund
with respect to which Epoch engage in
Fund Servicing Activities; (ii)
application of the statutory bar would
impose significant hardships on the
Funds and their shareholders; (iii) the
prohibitions of section 9(a), if applied to
Epoch, would be unduly or
disproportionately severe; and (iv) the
Conduct did not constitute conduct that
would make it against the public
interest or protection of investors to
grant the exemption from section 9(a).
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107183
4. Applicants represent that the
Conduct did not involve Epoch or any
Epoch personnel. Applicants further
represent that the Conduct did not
involve any Fund with respect to which
Epoch engaged in Fund Servicing
Activities. Applicants represent that the
Conduct did not involve any of the
Applicants acting in the capacity as an
investment adviser, depositor or
principal underwriter for any Fund.2
Applicants state that the Conduct was
confined to TDBNA and TDBUSH.
Applicants state that the five former
TDBNA employees identified in the
Statement of Facts as having willfully
opened or maintained accounts for a
money laundering network have been
terminated and are not employed by any
affiliate of the Pleading Entities.
Applicants state that TD Bank
recognizes that effective AML
compliance begins by setting the ‘‘tone
from the top’’ and continues to
implement significant changes in
connection with relevant practices and
controls, as summarized below and
described in more detail in the
application. Applicants assert that, in
light of the limited scope of the
Conduct, it would be unduly and
disproportionately severe to impose a
section 9(a) disqualification on the Fund
Servicing Applicants. Applicants assert
that the conduct of the Applicants has
not been such to make it against the
public interest or the protection of
investors to grant the exemption from
section 9(a).
5. Applicants assert that neither the
protection of investors nor the public
interest would be served by permitting
the section 9(a) disqualifications to
apply to Epoch because those
disqualifications would deprive the
Funds of the sub-advisory services that
shareholders expected the Funds would
receive when they decided to invest in
the Funds. Applicants also assert that
application of the prohibitions of
section 9(a) to Epoch could operate to
the financial detriment of the Funds and
their shareholders, including by causing
the Funds to spend time and resources
to engage substitute sub-advisers.
6. Applicants assert that if Epoch
were barred under Section 9(a) from
providing investment advisory services
to the Funds and were unable to obtain
the requested exemption, the effect on
its businesses and employees would be
severe. Applicants state that Epoch has
committed substantial capital and other
resources to establishing expertise in
2 Applicants represent that the Pleading Entities
do not engage, have not engaged, and will not
engage in in any of the capacities contemplated by
section 9(a) of the Act.
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sub-advising Funds with a view to
continuing and expanding this business,
which Applicants consider strategically
important. Applicants further state that
prohibiting Epoch from engaging in
Fund Servicing Activities would not
only adversely affect its business but
would also adversely affect its
employees who are involved in these
activities.
7. Applicants represent that: (1) none
of Epoch’s current or former directors,
officers or employees had any
involvement in the Conduct; (2) no
current or former employee of the
Pleading Entities or any Covered Person
who previously has been or who
subsequently may be identified by the
Pleading Entities or any U.S. or nonU.S. regulatory or enforcement agencies
as having been responsible for the
Conduct will be an officer, director, or
employee of any Covered Person; (3) the
identified employees have had no, and
will not have any future, involvement in
the Covered Persons’ activities in any
capacity described in section 9(a) of the
Act; and (4) because the personnel of
Epoch did not engage in the Conduct,
shareholders of the Funds were not
affected any differently than if those
Funds had received services from any
other non-affiliated investment adviser.
8. Applicants have agreed that none of
the Applicants or any of the other
Covered Persons will employ the former
employees of an affiliate of the Pleading
Entities or any other person who
subsequently may be identified by the
Pleading Entity or any U.S. or non-U.S.
regulatory or enforcement agencies as
having been responsible for the Conduct
in any capacity without first making a
further application to the Commission
pursuant to section 9(c).
9. Applicants have also agreed each
Applicant and Covered Person will
adopt and implement policies and
procedures reasonably designed to
ensure compliance with the terms and
conditions of any Orders granted under
section 9(c).
10. In addition, each Applicant and
Covered Person will comply in all
material respects with the material
terms and conditions of the Plea
Agreements and with the material terms
of the FRB Order, the FinCEN Order, the
OCC Order and any other orders issued
by regulatory or enforcement agencies
addressing the Conduct.
11. Applicants further state that the
Pleading Entities have undertaken and
are continuing to undertake certain
other remedial measures, as described
in greater detail in the application.
These remedial measures include: (i)
implementing new transaction
monitoring scenarios; (ii) enhancing
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policies and procedures related to the
identification of parties involved in
conducting transactions, the collection
of such conductors’ identifying
information, and reporting of the
conductors in CTRs; (iii) terminating,
separating, and/or sanctioning certain
employees involved in the Conduct; and
(iv) improving the overall compliance
function and increasing their
investments in the program, including
by hiring competent and experienced
AML compliance employees and
executives and making significant
investments in technology and AML
systems.
12. As a result of the foregoing, the
Applicants submit that absent relief, the
prohibitions of section 9(a) would be
unduly or disproportionately severe,
and that the Conduct did not constitute
conduct that would make it against the
public interest or protection of investors
to grant the exemption.
13. To provide further assurance that
the exemptive relief being requested in
the application would be consistent
with the public interest and the
protection of the investors, the
Applicants state that with respect to
each of the Funds for which Epoch is a
sub-adviser, they have disclosed and
discussed the circumstances that led to
the Plea Agreements, as well as any
effects on the Funds, with the Fund’s
primary investment adviser. Applicants
note that they understand that each
primary investment adviser has
provided to each Fund’s board of
directors all information concerning the
Plea Agreements and the Application
necessary for those Funds to fulfill their
disclosure and other obligations under
the U.S. federal securities laws.
Applicants also state that they have
offered to reimburse the Funds for all
reasonable out-of-pocket expenses that
the Funds have incurred as a result of
the impact of the Plea Agreements on
Epoch.
14. Applicants represent that the subadvisory fees that would otherwise be
payable to Epoch by the primary
investment advisers to the respective
Funds for the period from October 10,
2024 through the date upon which the
Commission grants the Temporary
Order have been and will continue to be
retained by the primary investment
advisers in escrow arrangements.
Amounts placed in the escrow
arrangements will be released after the
Commission has acted on the
application for the Permanent Order.
15. TD Bank previously applied for,
and was granted by the Commission, an
exemptive order under Section 9(c) of
the Act, as described in greater detail in
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the application.3 Applicants note that
none of the conduct underlying the
previous Section 9(c) order involved the
provision of Fund Servicing Activities.
Applicants’ Conditions
Applicants agree that any order
granted by the Commission pursuant to
the application will be subject to the
following conditions:
1. Any temporary exemption granted
pursuant to the application will be
without prejudice to, and will not limit
the Commission’s rights in any manner
with respect to, any Commission
investigation of, or administrative
proceedings involving or against,
Covered Persons, including, without
limitation, the consideration by the
Commission of a permanent exemption
from section 9(a) of the Act requested
pursuant to the Application or the
revocation or removal of any temporary
exemptions granted under the Act in
connection with the Application.
2. None of the Applicants or any of
the other Covered Persons will employ
the former employees of an affiliate of
the Pleading Entities or any other
person who subsequently may be
identified by the Pleading Entities or
any U.S. or non-U.S. regulatory or
enforcement agencies as having been
responsible for the Conduct in any
capacity without first making a further
application to the Commission pursuant
to Section 9(c).
3. Each Applicant and Covered Person
will adopt and implement policies and
procedures reasonably designed to
ensure that it will comply with the
terms and conditions of the Orders
within 60 days of the date of the
Permanent Order or, with respect to
condition four, such later date or dates
as may be contemplated by the Plea
Agreements, the FRB Order, the FinCEN
Order, the OCC Order or any other
orders issued by regulatory or
enforcement agencies addressing the
Conduct.
4. Each Applicant and Covered Person
will comply in all material respects with
the material terms and conditions of the
Plea Agreements and with the material
terms of the FRB Order, the FinCEN
Order, the OCC Order, and any other
orders issued by regulatory or
enforcement agencies addressing the
Conduct.
5. Applicants will provide written
notification to the Chief Counsel of the
Commission’s Division of Investment
Management with a copy to the Chief
3 See In the Matter of the Toronto Dominion
bank., et al., Investment Company Act Release Nos.
IC–24486 (June 7, 2000) (notice and temporary
order) and IC–26787 (July 11, 2000) (permanent
order).
E:\FR\FM\31DEN1.SGM
31DEN1
Federal Register / Vol. 89, No. 250 / Tuesday, December 31, 2024 / Notices
Counsel of the Commission’s Division of
Enforcement of a material violation of
the terms and conditions of the Orders
within 30 days of discovery of the
material violation.
6. As a condition of the Temporary
Order, the primary investment advisers
will hold in an escrow arrangement
amounts equal to all sub-advisory fees
payable by the Funds to Epoch for the
period from October 10, 2024 through
the date upon which the Commission
grants the Temporary Order. Amounts
placed in the escrow arrangement will
be released from the escrow
arrangement after the Commission has
acted on the application for the
Permanent Order.
Temporary Order
The Commission has considered the
matter and finds that Applicants have
made the necessary showing to justify
granting a temporary exemption.
Accordingly,
It is hereby ordered, pursuant to
section 9(c) of the Act, that the
Applicants and any other Covered
Persons are granted a temporary
exemption from the provisions of
section 9(a), effective as the date of this
order, solely with respect to the Guilty
Pleas entered into pursuant to the Plea
Agreements, subject to the
representations and conditions in the
application, until the Commission takes
final action on their application for a
permanent order.
By the Commission.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2024–31134 Filed 12–30–24; 8:45 am]
BILLING CODE 8011–01–P
SMALL BUSINESS ADMINISTRATION
[Disaster Declaration # 20931 and # 20841;
NEW YORK Disaster Number NY–20021]
Administrative Disaster Declaration of
a Rural Area for the State of New York
U.S. Small Business
Administration.
ACTION: Notice.
AGENCY:
This is a notice of an
Administrative disaster declaration of a
rural area for the State of NEW YORK
dated December 20, 2024.
Incident: Severe Storm and Flooding.
DATES: Issued on December 20, 2024.
Incident Period: August 18, 2024
through August 19, 2024.
Physical Loan Application Deadline
Date: February 18, 2025.
Economic Injury (EIDL) Loan
Application Deadline Date: September
22, 2025.
khammond on DSK9W7S144PROD with NOTICES
SUMMARY:
VerDate Sep<11>2014
18:31 Dec 30, 2024
Jkt 265001
107185
Visit the MySBA Loan
Portal at https://lending.sba.gov to
apply for a disaster assistance loan.
SOCIAL SECURITY ADMINISTRATION
FOR FURTHER INFORMATION CONTACT:
Privacy Act of 1974; System of
Records
ADDRESSES:
[Docket No. SSA–2024–0046]
Alan Escobar, Office of Disaster
Recovery & Resilience, U.S. Small
Business Administration, 409 3rd Street
SW, Suite 6050, Washington, DC 20416,
(202) 205–6734.
Notice is
hereby given that as a result of the
Administrator’s disaster declaration of a
rural area, applications for disaster
loans may be submitted online using the
MySBA Loan Portal https://
lending.sba.gov or other locally
announced locations. Please contact the
SBA disaster assistance customer
service center by email at
disastercustomerservice@sba.gov or by
phone at 1–800–659–2955 for further
assistance.
The following areas have been
determined to be adversely affected by
the disaster:
SUPPLEMENTARY INFORMATION:
Primary Counties: Lewis.
The Interest Rates are:
Percent
For Physical Damage:
Homeowners with Credit Available Elsewhere ......................
Homeowners without Credit
Available Elsewhere ..............
Businesses with Credit Available Elsewhere ......................
Businesses
without
Credit
Available Elsewhere ..............
Non-Profit Organizations with
Credit Available Elsewhere ...
Non-Profit Organizations without Credit Available Elsewhere .....................................
For Economic Injury:
Business and Small Agricultural
Cooperatives without Credit
Available Elsewhere ..............
Non-Profit Organizations without Credit Available Elsewhere .....................................
5.625
2.813
8.000
4.000
3.250
3.250
4.000
3.250
The number assigned to this disaster
for physical damage is 209316 and for
economic injury is 208410.
The State which received an EIDL
Declaration is New York.
(Catalog of Federal Domestic Assistance
Number 59008)
Isabella Guzman,
Administrator.
[FR Doc. 2024–31430 Filed 12–30–24; 8:45 am]
BILLING CODE 8026–09–P
PO 00000
Frm 00082
Fmt 4703
Sfmt 4703
AGENCY:
Social Security Administration
(SSA).
ACTION:
Notice of a modified system of
records.
In accordance with the
Privacy Act of 1974, we are issuing
public notice of our intent to modify an
existing system of records entitled,
Master Files of Social Security Number
(SSN) Holders and SSN Applications
(60–0058), last published on January 4,
2022. This notice publishes details of
the modified system as set forth below
under the caption, SUPPLEMENTARY
INFORMATION.
DATES: The system of records notice
(SORN) is applicable upon its
publication in today’s Federal Register,
with the exception of the new routine
use, which is effective January 30, 2025.
We invite public comment on the
routine uses or other aspects of this
SORN. In accordance with the Privacy
Act of 1974, we are providing the public
a 30-day period in which to submit
comments. Therefore, please submit any
comments by January 30, 2025.
ADDRESSES: The public, Office of
Management and Budget (OMB), and
Congress may comment on this
publication by writing to the Executive
Director, Office of Privacy and
Disclosure, Office of the General
Counsel, SSA, Room G–401 West High
Rise, 6401 Security Boulevard,
Baltimore, Maryland 21235–6401, or
through the Federal e-Rulemaking Portal
at https://www.regulations.gov. Please
reference docket number SSA–2024–
0046. All comments we receive will be
available for public inspection at the
above address and we will post them to
https://www.regulations.gov.
FOR FURTHER INFORMATION CONTACT:
Tristin Dorsey, Government Information
Specialist, Privacy Implementation
Division, Office of Privacy and
Disclosure, Office of the General
Counsel, SSA, Room G–401 West High
Rise, 6401 Security Boulevard,
Baltimore, Maryland 21235–6401,
telephone: (410) 966–5855, email:
OGC.OPD.SORN@ssa.gov.
SUPPLEMENTARY INFORMATION: We are
clarifying the system location to
recognize that we may also maintain
records in a cloud-based environment.
We are revising the categories of
individuals covered by the system and
routine use No. 14 to incorporate
gender-inclusive language, in support of
SUMMARY:
E:\FR\FM\31DEN1.SGM
31DEN1
Agencies
[Federal Register Volume 89, Number 250 (Tuesday, December 31, 2024)]
[Notices]
[Pages 107181-107185]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-31134]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. IC-35427; File No. 812-15678]
The Toronto-Dominion Bank, et al.; Notice of Application and
Temporary Order
December 20, 2024.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Temporary order and notice of application for a permanent order
under section 9(c) of the Investment Company Act of 1940 (``Act'').
-----------------------------------------------------------------------
Summary of Application: Applicants have received a temporary order
(``Temporary Order'') exempting them from section 9(a) of the Act, with
respect to guilty pleas entered on October 10, 2024 (``Guilty Pleas''),
by TD Bank US Holding Company (``TDBUSH'') and TD Bank, N.A. (``TDBNA''
and together with TDBUSH, the ``Pleading Entities'') in the United
States District Court for New Jersey (the ``District Court'') in
connection with plea agreements (``Plea Agreements'') between the
Pleading Entities and the United States Department of Justice
(``DOJ''), until the Commission takes final action on an application
for a permanent order (the ``Permanent Order,'' and with the Temporary
Order, the ``Orders''). Applicants also have applied for a permanent
order.
Applicants: The Toronto-Dominion Bank (``TD Bank''), TDBUSH, TDBNA, and
Epoch Investment Partners, Inc. (``Epoch'' and collectively, the
``Applicants'').
Filing Date: The application was filed on December 20, 2024.
Hearing or Notification of Hearing: An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may
[[Page 107182]]
request a hearing by emailing the Commission's Secretary at [email protected] and serving applicants with a copy of the request, by
email. Hearing requests should be received by the Commission by 5:30
p.m. on January 16, 2025 and should be accompanied by proof of service
on the applicants, in the form of an affidavit, or for lawyers, a
certificate of service. Pursuant to rule 0-5 under the Act, hearing
requests should state the nature of the writer's interest, any facts
bearing upon the desirability of a hearing on the matter, the reason
for the request, and the issues contested. Persons who wish to be
notified of a hearing may request notification by emailing the
Commission's Secretary.
ADDRESSES: The Commission: [email protected]. Applicants: Jane
Langford at [email protected].
FOR FURTHER INFORMATION CONTACT: Adam M. Large, Senior Special Counsel,
or Nadya Roytblat, Assistant Chief Counsel, at (202) 551-6825 (Division
of Investment Management, Chief Counsel's Office).
SUPPLEMENTARY INFORMATION: The following is a temporary order and a
summary of the application. The complete application may be obtained
via the Commission's website by searching for the file number at the
top of this document, or for an Applicant using the Company name search
field, on the SEC's EDGAR system. The SEC's EDGAR system may be
searched at https://www.sec.gov/edgar/searchedgar/legacy/companysearch.html. You may also call the SEC's Office of Investor
Education and Advocacy at (202) 551-8090.
Applicants' Representations
1. TDBNA, a Pleading Entity, is a national bank headquartered in
Cherry Hill, New Jersey. TDBNA is a wholly-owned subsidiary of TDBUSH.
TDBNA's deposits are insured under the Federal Deposit Insurance Act,
and the bank is regulated and supervised by the Office of the
Comptroller of the Currency (``OCC'').
2. TDBUSH, a Pleading Entity, is a Delaware corporation and a non-
operating holding company with oversight over the anti-money laundering
(``AML'') compliance program of TDBNA, its direct subsidiary, and is
accountable for monitoring the effectiveness of TDBNA's AML program
pursuant to the Bank Secrecy Act (``BSA'').
3. Epoch, a Delaware corporation, is registered as an investment
adviser under the Investment Advisers Act of 1940 (the ``Advisers
Act'') and is a direct, wholly-owned subsidiary of TDBUSH. Epoch serves
as a sub-adviser to the investment companies registered under the Act
that are listed in Appendix A to the application.
4. TD Bank is an international banking and financial services
corporation headquartered in Toronto, Canada. TD Bank is a chartered
bank subject to the provisions of the Bank Act (Canada). TD Bank is the
indirect parent of TDBUSH through an intermediate U.S. holding company.
5. While no existing company of which a Pleading Entity is an
``affiliated person'' within the meaning of section 2(a)(3) of the Act
(``Affiliated Person''), other than Epoch, currently serves as an
investment adviser (as defined in section 2(a)(20) of the Act) or
depositor of any registered investment company, employees' securities
company (``ESC''), or investment company that has elected to be treated
as a business development company (``BDC'') under the Act, or as
principal underwriter (as defined in section 2(a)(29) of the Act) for
any registered open-end investment company (``Open-End Fund''),
registered unit investment trust (``UIT''), or registered face-amount
certificate company (``FACC'') (such persons, ``Funds,'' and such
activities performed on behalf of such persons, collectively ``Fund
Servicing Activities''), Applicants request that any relief granted by
the Commission pursuant to the application also apply to any other
current or future Affiliated Person of the Pleading Entities other than
TDBUSH and TDBNA (together with Epoch, the ``Covered Persons'') with
respect to any activity contemplated by section 9(a) of the Act.\1\
---------------------------------------------------------------------------
\1\ Covered Persons may, if the Order is granted, in the future
act in any of the capacities contemplated by section 9(a) of the Act
subject to the applicable terms and conditions of the Order. TD Bank
does not and will not serve as an investment adviser, depositor or
principal underwriter to any registered investment company as it is
not a Covered Person.
---------------------------------------------------------------------------
6. On October 10, 2024, the DOJ filed a one count criminal
information in the District Court charging TDBNA with conspiring to:
(1) fail to maintain an adequate AML program, contrary to Title 31,
United States Code, Sections 5318(h) and 5322; (2) fail to file
accurate Currency Transaction Reports (``CTRs''), contrary to Title 31,
United States Code, Sections 5313 and 5324; and (3) launder monetary
instruments, contrary to Title 18, United States Code, Section
1956(a)(2)(B)(i), in violation of Title 18, United States Code, Section
371. On the same date, the DOJ filed a two-count criminal information
in the District Court charging TDBUSH with: (1) failing to maintain an
adequate AML program, in violation of Title 31, United States Code,
Section 5318(h) and 5322; and (2) failing to file accurate CTRs in
violation of Title 31, United States Code, Sections 5313 and 5324.
According to the Statement of Facts that served as the basis for the
Plea Agreements (``Statement of Facts''), between January 2014 and
October 2023 TDBNA and TDBUSH failed to implement an AML program that
complied with the BSA. As a result, according to the Statement of
Facts, the Pleading Entities 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.
These failures also created vulnerabilities that allowed five branch-
level TDBNA employees to open and maintain accounts for one of these
money laundering networks. According to the Statement of Facts, TDBNA's
senior AML executives knew there were deficiencies in the Pleading
Entities' U.S. AML policies, procedures, and controls. According to the
Statement of Facts, the Pleading Entities willfully failed to file
accurate CTRs related to one of the three money laundering schemes.
7. Pursuant to the Plea Agreements, each Pleading Entity agreed to
enter a plea of guilty to the charge(s) set out in its respective
information. According to the Plea Agreements, each of the Pleading
Entities agreed: (1) to abide by all terms and obligations of the Plea
Agreement; (2) that in the event that, during the term of the Plea
Agreement, the Pleading Entity undertakes any change in corporate form,
including if it sells, merges, or transfers business operations that
are material to its consolidated operations, or to the operations of
any subsidiaries, branches, or affiliates involved in the conduct
described in the Statement of Facts, as they exist as of the date of
the Plea Agreements, whether such transaction is structured as a sale,
asset sale, merger, transfer or other change in corporate form, it
shall include in any contract for sale, merger, transfer, or other
change in corporate form a provision binding the purchaser, or any
successor in interest thereto, to the obligations described in the Plea
Agreements; (3) to continue to cooperate fully with the DOJ (in any and
all matters relating to the conduct, individuals, and entities
described in the Plea Agreements and the Statement
[[Page 107183]]
of Facts as well as any other conduct, individuals, and entities under
investigation by the DOJ at any time during the term of the Plea
Agreements, until the later of the date upon which all investigations
and prosecutions arising out of such conduct are concluded or the end
of the term of the Plea Agreements; (4) that, should the Pleading
Entity learn of any evidence of allegation of conduct by the Pleading
Entity, its affiliates, or their employees that may constitute a
violation of federal criminal law, the Pleading Entity shall promptly
report such evidence or allegation to the DOJ in a manner and form
consistent with local law; and (5) that any fine, forfeiture, or
restitution imposed by the District Court will be due and payable as
specified in the Plea Agreements, and that any forfeiture or
restitution imposed by the District Court will be due and payable in
accordance with the District Court's order. The monetary penalties and
forfeiture under the Plea Agreements totaled approximately $1.9
billion.
8. The Pleading Entities are subject to orders by other U.S.
regulatory or enforcement agencies related to the Conduct. The Federal
Reserve Board (``FRB'') entered a cease-and-desist order and order of
assessment of a civil monetary penalty (the ``FRB Order'') on October
9, 2024 against the TD Bank, TDBUSH, and TD Group US Holdings
(``TDGUS''), the ultimate U.S. holding company for TD Bank's U.S.
operations. The Financial Crimes Enforcement Network (``FinCEN'')
entered into a consent order (the ``FinCEN Order'') on October 10, 2024
with TDBNA and TD Bank USA, National Association (``TDBUSA''), a
national bank and wholly owned direct subsidiary of TDBUSH, concerning
violations of the BSA, including the failure to maintain an adequate
AML program, and the failure to file CTRs and Suspicious Activity
Reports (``SARs''). The OCC entered into a consent order (the ``OCC
Order'') with TDBNA and TDBUSA 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.
Applicants' Legal Analysis
1. Section 9(a)(1) of the Act provides, in pertinent part, that a
person may not serve or act as an investment adviser or depositor of
any registered investment company or as principal underwriter for any
Open-End Fund, UIT, or FACC, if such person within ten years has been
convicted of any felony or misdemeanor, including those arising out of
such person's conduct as a broker, dealer or bank. Section 2(a)(10) of
the Act defines the term ``convicted'' to include a plea of guilty.
Section 9(a)(3) of the Act extends the prohibitions of section 9(a)(1)
to a company, any affiliated person of which has been disqualified
under the provisions of section 9(a)(1). Section 2(a)(3) of the Act
defines ``affiliated person'' to include, among others, any person
directly or indirectly controlling, controlled by, or under common
control with, the other person. The Pleading Entities are affiliated
persons of each of the other Applicants within the meaning of section
2(a)(3) of the Act. Therefore, the Plea Agreement resulted in a
disqualification of Epoch for ten years under section 9(a)(3) from
acting in any of the capacities listed in section 9(a), by effect of a
conviction described in section 9(a)(1).
2. Section 9(c) of the Act provides that: ``[t]he Commission shall
by order grant [an] application [for relief from the prohibitions of
subsection 9(a)], either unconditionally or on an appropriate temporary
or other conditional basis, if it is established [i] that the
prohibitions of subsection 9(a), as applied to such person, are unduly
or disproportionately severe or [ii] that the conduct of such person
has been such as not to make it against the public interest or the
protection of investors to grant such application.'' Applicants have
filed an application pursuant to section 9(c) seeking a Temporary Order
and a Permanent Order exempting Epoch and other Covered Persons from
the disqualification provisions of section 9(a) of the Act. The Covered
Persons may, if the Orders are granted, in the future act in any of the
capacities contemplated by section 9(a) of the Act subject to the
applicable terms and conditions of the Orders.
3. Applicants believe they meet the standards for exemption
specified in section 9(c). Applicants assert that: (i) the scope of the
misconduct was limited and did not involve any of the Applicants acting
as an investment adviser, depositor or principal underwriter for any
Fund, or any Fund with respect to which Epoch engage in Fund Servicing
Activities; (ii) application of the statutory bar would impose
significant hardships on the Funds and their shareholders; (iii) the
prohibitions of section 9(a), if applied to Epoch, would be unduly or
disproportionately severe; and (iv) the Conduct did not constitute
conduct that would make it against the public interest or protection of
investors to grant the exemption from section 9(a).
4. Applicants represent that the Conduct did not involve Epoch or
any Epoch personnel. Applicants further represent that the Conduct did
not involve any Fund with respect to which Epoch engaged in Fund
Servicing Activities. Applicants represent that the Conduct did not
involve any of the Applicants acting in the capacity as an investment
adviser, depositor or principal underwriter for any Fund.\2\ Applicants
state that the Conduct was confined to TDBNA and TDBUSH. Applicants
state that the five former TDBNA employees identified in the Statement
of Facts as having willfully opened or maintained accounts for a money
laundering network have been terminated and are not employed by any
affiliate of the Pleading Entities. Applicants state that TD Bank
recognizes that effective AML compliance begins by setting the ``tone
from the top'' and continues to implement significant changes in
connection with relevant practices and controls, as summarized below
and described in more detail in the application. Applicants assert
that, in light of the limited scope of the Conduct, it would be unduly
and disproportionately severe to impose a section 9(a) disqualification
on the Fund Servicing Applicants. Applicants assert that the conduct of
the Applicants has not been such to make it against the public interest
or the protection of investors to grant the exemption from section
9(a).
---------------------------------------------------------------------------
\2\ Applicants represent that the Pleading Entities do not
engage, have not engaged, and will not engage in in any of the
capacities contemplated by section 9(a) of the Act.
---------------------------------------------------------------------------
5. Applicants assert that neither the protection of investors nor
the public interest would be served by permitting the section 9(a)
disqualifications to apply to Epoch because those disqualifications
would deprive the Funds of the sub-advisory services that shareholders
expected the Funds would receive when they decided to invest in the
Funds. Applicants also assert that application of the prohibitions of
section 9(a) to Epoch could operate to the financial detriment of the
Funds and their shareholders, including by causing the Funds to spend
time and resources to engage substitute sub-advisers.
6. Applicants assert that if Epoch were barred under Section 9(a)
from providing investment advisory services to the Funds and were
unable to obtain the requested exemption, the effect on its businesses
and employees would be severe. Applicants state that Epoch has
committed substantial capital and other resources to establishing
expertise in
[[Page 107184]]
sub-advising Funds with a view to continuing and expanding this
business, which Applicants consider strategically important. Applicants
further state that prohibiting Epoch from engaging in Fund Servicing
Activities would not only adversely affect its business but would also
adversely affect its employees who are involved in these activities.
7. Applicants represent that: (1) none of Epoch's current or former
directors, officers or employees had any involvement in the Conduct;
(2) no current or former employee of the Pleading Entities or any
Covered Person who previously has been or who subsequently may be
identified by the Pleading Entities or any U.S. or non-U.S. regulatory
or enforcement agencies as having been responsible for the Conduct will
be an officer, director, or employee of any Covered Person; (3) the
identified employees have had no, and will not have any future,
involvement in the Covered Persons' activities in any capacity
described in section 9(a) of the Act; and (4) because the personnel of
Epoch did not engage in the Conduct, shareholders of the Funds were not
affected any differently than if those Funds had received services from
any other non-affiliated investment adviser.
8. Applicants have agreed that none of the Applicants or any of the
other Covered Persons will employ the former employees of an affiliate
of the Pleading Entities or any other person who subsequently may be
identified by the Pleading Entity or any U.S. or non-U.S. regulatory or
enforcement agencies as having been responsible for the Conduct in any
capacity without first making a further application to the Commission
pursuant to section 9(c).
9. Applicants have also agreed each Applicant and Covered Person
will adopt and implement policies and procedures reasonably designed to
ensure compliance with the terms and conditions of any Orders granted
under section 9(c).
10. In addition, each Applicant and Covered Person will comply in
all material respects with the material terms and conditions of the
Plea Agreements and with the material terms of the FRB Order, the
FinCEN Order, the OCC Order and any other orders issued by regulatory
or enforcement agencies addressing the Conduct.
11. Applicants further state that the Pleading Entities have
undertaken and are continuing to undertake certain other remedial
measures, as described in greater detail in the application. These
remedial measures include: (i) implementing new transaction monitoring
scenarios; (ii) enhancing policies and procedures related to the
identification of parties involved in conducting transactions, the
collection of such conductors' identifying information, and reporting
of the conductors in CTRs; (iii) terminating, separating, and/or
sanctioning certain employees involved in the Conduct; and (iv)
improving the overall compliance function and increasing their
investments in the program, including by hiring competent and
experienced AML compliance employees and executives and making
significant investments in technology and AML systems.
12. As a result of the foregoing, the Applicants submit that absent
relief, the prohibitions of section 9(a) would be unduly or
disproportionately severe, and that the Conduct did not constitute
conduct that would make it against the public interest or protection of
investors to grant the exemption.
13. To provide further assurance that the exemptive relief being
requested in the application would be consistent with the public
interest and the protection of the investors, the Applicants state that
with respect to each of the Funds for which Epoch is a sub-adviser,
they have disclosed and discussed the circumstances that led to the
Plea Agreements, as well as any effects on the Funds, with the Fund's
primary investment adviser. Applicants note that they understand that
each primary investment adviser has provided to each Fund's board of
directors all information concerning the Plea Agreements and the
Application necessary for those Funds to fulfill their disclosure and
other obligations under the U.S. federal securities laws. Applicants
also state that they have offered to reimburse the Funds for all
reasonable out-of-pocket expenses that the Funds have incurred as a
result of the impact of the Plea Agreements on Epoch.
14. Applicants represent that the sub-advisory fees that would
otherwise be payable to Epoch by the primary investment advisers to the
respective Funds for the period from October 10, 2024 through the date
upon which the Commission grants the Temporary Order have been and will
continue to be retained by the primary investment advisers in escrow
arrangements. Amounts placed in the escrow arrangements will be
released after the Commission has acted on the application for the
Permanent Order.
15. TD Bank previously applied for, and was granted by the
Commission, an exemptive order under Section 9(c) of the Act, as
described in greater detail in the application.\3\ Applicants note that
none of the conduct underlying the previous Section 9(c) order involved
the provision of Fund Servicing Activities.
---------------------------------------------------------------------------
\3\ See In the Matter of the Toronto Dominion bank., et al.,
Investment Company Act Release Nos. IC-24486 (June 7, 2000) (notice
and temporary order) and IC-26787 (July 11, 2000) (permanent order).
---------------------------------------------------------------------------
Applicants' Conditions
Applicants agree that any order granted by the Commission pursuant
to the application will be subject to the following conditions:
1. Any temporary exemption granted pursuant to the application will
be without prejudice to, and will not limit the Commission's rights in
any manner with respect to, any Commission investigation of, or
administrative proceedings involving or against, Covered Persons,
including, without limitation, the consideration by the Commission of a
permanent exemption from section 9(a) of the Act requested pursuant to
the Application or the revocation or removal of any temporary
exemptions granted under the Act in connection with the Application.
2. None of the Applicants or any of the other Covered Persons will
employ the former employees of an affiliate of the Pleading Entities or
any other person who subsequently may be identified by the Pleading
Entities or any U.S. or non-U.S. regulatory or enforcement agencies as
having been responsible for the Conduct in any capacity without first
making a further application to the Commission pursuant to Section
9(c).
3. Each Applicant and Covered Person will adopt and implement
policies and procedures reasonably designed to ensure that it will
comply with the terms and conditions of the Orders within 60 days of
the date of the Permanent Order or, with respect to condition four,
such later date or dates as may be contemplated by the Plea Agreements,
the FRB Order, the FinCEN Order, the OCC Order or any other orders
issued by regulatory or enforcement agencies addressing the Conduct.
4. Each Applicant and Covered Person will comply in all material
respects with the material terms and conditions of the Plea Agreements
and with the material terms of the FRB Order, the FinCEN Order, the OCC
Order, and any other orders issued by regulatory or enforcement
agencies addressing the Conduct.
5. Applicants will provide written notification to the Chief
Counsel of the Commission's Division of Investment Management with a
copy to the Chief
[[Page 107185]]
Counsel of the Commission's Division of Enforcement of a material
violation of the terms and conditions of the Orders within 30 days of
discovery of the material violation.
6. As a condition of the Temporary Order, the primary investment
advisers will hold in an escrow arrangement amounts equal to all sub-
advisory fees payable by the Funds to Epoch for the period from October
10, 2024 through the date upon which the Commission grants the
Temporary Order. Amounts placed in the escrow arrangement will be
released from the escrow arrangement after the Commission has acted on
the application for the Permanent Order.
Temporary Order
The Commission has considered the matter and finds that Applicants
have made the necessary showing to justify granting a temporary
exemption.
Accordingly,
It is hereby ordered, pursuant to section 9(c) of the Act, that the
Applicants and any other Covered Persons are granted a temporary
exemption from the provisions of section 9(a), effective as the date of
this order, solely with respect to the Guilty Pleas entered into
pursuant to the Plea Agreements, subject to the representations and
conditions in the application, until the Commission takes final action
on their application for a permanent order.
By the Commission.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2024-31134 Filed 12-30-24; 8:45 am]
BILLING CODE 8011-01-P