# TD PRIVATE CLIENT WEALTH LLC X-17A-5 (2022-12-20) — Broker-dealer annual report - Company: TD PRIVATE CLIENT WEALTH LLC - Form: X-17A-5 - Filed: 2022-12-20 - Period: 2022-10-31 - Accession: 0001551017-22-000001 - CIK: 1551017 - File #: 8-69105 - Type: Broker-dealer - Material weakness: No - Auditor: Ernst & Young LLP - Auditor location: New York, NY - Contact: Richard Rosenthal - Phone: (212) 827-6840 - Email: richard.rosenthal@tdsecurities.com - Website: tdsecurities.com - Signed by: Richard Rosenthal (FINOP - Director of Regulatory Reporting) Original filing: https://www.sec.gov/Archives/edgar/data/1551017/000155101722000001/TDPCWSFC2022.pdf --- {0}------------------------------------------------ ![](_page_0_Picture_0.jpeg) ## STATEMENT OF FINANCIAL CONDITION October 31, 2022 {1}------------------------------------------------ #### Statement of Financial Condition October 31, 2022 ## **Contents** | Annual Audited Report X-17A-5 – Part III 2 | | |-----------------------------------------------------------|--| | | | | Oath or Affirmation 3 | | | Report of Independent Registered Public Accounting Firm 4 | | | Statement of Financial Condition 5 | | | Notes to Statement of Financial Condition 6 | | {2}------------------------------------------------ #### UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | ANNUAL REPORTS | | |----------------|--| | FORM X-17A-5 | | | PART III | | | OMB APPROVAL | | | | | |---------------------------|--|--|--|--| | OMB Number: 3235-0123 | | | | | | Expires: Oct. 31, 2023 | | | | | | Estimated average burden | | | | | | 12
hours per response: | | | | | | | | | | | SEC FILE NUMBER 8 - 68677 FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | FILING FOR THE PERIOD BEGINNING | | 11/01/2021
AND ENDING | | | 10/31/2022 | | | | |--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|------------------------------------------------------------|---------|------------------------------------|--------------------------------------------|--|--|--| | | | MM/DD/YY | | | MM/DD/YY | | | | | A. REGISTRANT IDENTIFICATION | | | | | | | | | | NAME OF FIRM: | | TD Private Client Wealth LLC | | | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
Z Broker-dealer
[] Check here if respondent is also an OTC derivatives dealer
ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | | | | | | | 444 Madison Avenue - 11th Floor | | | | | | | | | | (No. and Street) | | | | | | | | New York | | NY | | | 10022 | | | | | (City) | | | (State) | | (Zip Code) | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | | | Richard Rosenthal | | 212-827-6840 | | richard.rosenthal@tdsecurities.com | | | | | | (Name) | | (Area Code - Telephone Number) | | | (Email Address) | | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | Ernst & Young LLP | | | | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | | | One Manhattan West | | New York | | NY | 10001 | | | | | (Address) | | (City) | | (State) | (Zip Code) | | | | | (Date of Registration with PCAOB)(if applicable) | | FOR OFFICIAL USE ONLY | | | (PCAOB Registration Number, if applicable) | | | | | | | | | | | | | | | * Claims for exemption from the requirement that the annual reports of an independent public
accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17
CFR 240.17a-5(e)(1)(ii), if applicable. | | | | | | | | | ciff 240.27 a S(c){z}(f); // dpplicable Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. {3}------------------------------------------------ | OATH OR AFFIRMATION | | | | | | | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|--|--| | Richard Rosenthal
swear (or affirm) that, to the best of my knowledge and belief, the
TD Private Client Wealth LLC
financial report pertaining to the firm of
as of | | | | | | | | , 2 022___ is true and correct. I further swear (or affirm) that neither the company nor any
October 31 | | | | | | | | partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely | | | | | | | | as that of a customer. | | | | | | | | JAMIE K LIU
Signature:
Notary Public - State of New York
NO. 01L16369596
Qualified in Queens County
Title:
My Commission Expires Jan 16, 2026
FINOP - Director of Regulatory Reporting | | | | | | | | | | | | | | | | Notary-fridblic 12/14/2022 | | | | | | | | | | | | | | | | This filing** contains (check all applicable boxes): | | | | | | | | (a) Statement of financial condition. | | | | | | | | 2 (b) Notes to consolidated statement of financial condition. | | | | | | | | [] (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of | | | | | | | | comprehensive income (as defined in § 210.1-02 of Regulation S-X). | | | | | | | | [d) Statement of cash flows. | | | | | | | | [e) Statement of changes in stockholders' or partners' or sole proprietor's equity. | | | | | | | | . (f) Statement of changes in liabilities subordinated to claims of creditors. | | | | | | | | [g) Notes to consolidated financial statements. | | | | | | | | (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. | | | | | | | | (i) Computation of tangible net worth under 17 CFR 240.18a-2. | | | | | | | | (i) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. | | | | | | | | (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or | | | | | | | | Exhibit A to 17 CFR 240.18a-4, as applicable. | | | | | | | | J (1) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. | | | | | | | | [] (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. | | | | | | | | | | | | | | | - □ (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - [] {o} Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. - □ (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - 2 (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.18a-7, as applicable. - | {r} Compliance report in accordance with 17 CFR 240.18a-7, as applicable. - [] (s) Exemption report in accordance with 17 CFR 240.18a-7, as applicable. - Z (t) Independent public accountant's report based on an examination of the statement of financial condition. - [] (u) Independent public accountant's report based on an examination of the financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - □ {v} Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable. - □ (y) Report describing any material inadequacies found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). - [ (z) Other: \_ - \*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18a-7(d)(2), as applicable. {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) Ernst & Young LLP One Manhattan West New York, NY 10001 Tel: +1 212 773 3000 Fax: +1 212 773 6350 ey.com #### **Report of Independent Registered Public Accounting Firm** The Shareholder and Board of Directors of TD Private Client Wealth LLC #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of TD Private Client Wealth LLC (the Company) as of October 31, 2022 and the related notes (the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company at October 31, 2022, in conformity with U.S. generally accepted accounting principles. #### **Basis for Opinion** This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. EY has served as auditor since 2012 December 19, 2022 {5}------------------------------------------------ ## Statement of Financial Condition October 31, 2022 | Assets | | |--------------------------------------------|------------------| | Cash | \$
51,633,837 | | Cash deposited with clearing organizations | 250,000 | | Cash and restricted cash | 51,883,837 | | Accounts receivable | 208,383 | | | 232,358 | | Other assets | 1,720,398 | | Total assets | \$
54,044,976 | | Liabilities and member's equity | | | Liabilities: | | | Unearned revenue | \$
6,084,334 | | Payable to asset managers | 185 | | Payables to affiliates | 825,802 | | Other payables | 875,318 | | Total liabilities | 7,785,639 | | Member's equity | 46,259,337 | | Total liabilities and member's equity | \$
54,044,976 | | | | *See accompanying notes.* {6}------------------------------------------------ ## Notes to Statement of Financial Condition #### October 31, 2022 #### **1. Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies** #### **Nature of Operations** TD Private Client Wealth LLC ("the Company") is a direct subsidiary of TD Bank N.A. ("the Parent"), which is a wholly-owned subsidiary of TD Bank US Holding Company ("TDBUSH"). TDBUSH is an indirect subsidiary of The Toronto–Dominion Bank. The Company is a Securities and Exchange Commission ("SEC") registered broker-dealer and investment advisor engaged principally in the provision of investment advisory services and products to high-net-worth clients and institutions. This includes the distribution of securities, including certain mutual funds, limited partnerships, and equity and fixed income securities through its brokerage platform and the provision of managed investment accounts. The Company is licensed to engage in investment advisor activity and broker-dealer activity throughout the United States. The Company is registered with the Financial Industry Regulatory Authority ("FINRA"). Pershing LLC acts as the clearing agent for the Company's trading activity and custodial broker for client assets. Except as otherwise provided by the Delaware Limited Liability Company Act, and by applicable case law, a member of a Delaware limited liability company is generally not liable for the debts, obligations, or liabilities of the Company, much in the same manner as the shareholder, officers and directors of a corporation are generally not liable for the acts and omissions of the corporation. #### **Basis of Presentation** The accompanying financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). Significant U.S. GAAP policies, which affect the determination of financial position and changes in member's equity are summarized below. {7}------------------------------------------------ ## Notes to Statement of Financial Condition October 31, 2022 #### **1. Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (continued)** #### **Summary of Significant Accounting Policies** #### *Accounting Estimates and Assumptions* In preparing financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Statement of Financial Condition. Actual results could differ from those estimates. Certain expenses (including tax expense) are based on accounting estimates from the Parent. See Note 4 – Related Party Transactions for additional information. The World Health Organization declared outbreak of the coronavirus (COVID-19) pandemic in the first quarter of 2020, which continued through fiscal year 2022. The Company determined there was no material impact as a result of the pandemic and related government responses. #### *Cash and Restricted Cash* Cash and cash deposited with clearing organizations have an original maturity of three months or less. Cash deposited with clearing organizations represent those amounts required under the Company's clearing agreement with Pershing LLC and is considered restricted from general use. #### *Payable to Asset Managers* The Company receives funds from client billings which includes a portion due to third-party asset managers. These funds are received quarterly in advance and are paid to asset managers when earned. The Company's Payable to asset managers as of October 31, 2022 was \$185. #### *Income Taxes* The Company, including its Parent, and its affiliates file a consolidated TDBUSH federal income tax return. Pursuant to a tax-sharing arrangement, TDBUSH arranges for the payment of federal, state, and local income taxes on behalf of the entire consolidated group. The Company is treated as a disregarded entity for U.S. tax purposes. {8}------------------------------------------------ ## Notes to Statement of Financial Condition October 31, 2022 #### **1. Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (continued)** On November 1, 2021, the Company adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which reduced the cost and complexity related to accounting for income taxes. As a result, the Company no longer calculates income taxes on its results as a separate legal entity. See Note 3 for discussion on the change of accounting principle during the current year and its impact on the financial statements. #### **2. Accounting Changes** The following accounting pronouncements were adopted in the current fiscal year. | | | Annual Reporting | Effects on Financial | |-------------------|----------------------------------------|------------------|--------------------------| | Standard | Description | Period Ended | Statements | | In December 2019, | The guidance simplifies the accounting | October 31, 2022 | The Company adopted | | the FASB issued | for income taxes by removing certain | | the Standard on | | ASU 2019-12, | exceptions. The guidance also improves | | November 1, 2021, using | | "Income Taxes | consistent application and simplifies | | the retrospective | | (Topic 740): | GAAP by clarifying and amending | | approach by recognizing | | Simplifying the | existing guidance. | | the cumulative effect of | | Accounting for | | | the transitional impacts | | Income Taxes" | | | in opening member's | | | | | equity within the | | | | | Balance Sheet. The | | | | | Company's Payables to | | | | | affiliates was impacted | | | | | by the adoption. On | | | | | November 1, 2021, the | | | | | Company recorded a | | | | | \$6.6 million payable to | | | | | the parent and a \$6.6 | | | | | million reduction to | | | | | member's equity. | {9}------------------------------------------------ ## Notes to Statement of Financial Condition October 31, 2022 #### **2. Accounting Changes (continued)** The following recent accounting pronouncements are effective for the Company in future years. | | | Annual
Reporting | Effects on Financial | |----------------------|------------------------------------------------|---------------------|--------------------------| | Standard | Description | Period Ending | Statements | | In October 2021, the | The guidance in this Update requires | October 31, 2024 | The guidance could | | FASB issued ASU | that an entity (acquirer) recognize and | | impact the financial | | 2021-08, "Business | measure contract assets and contract | | statements in a business | | Combinations | liabilities
acquired
in
a
business | | transaction. | | (Topic 805) | combination in accordance with Topic | | | | Accounting for | 606. At the acquisition date, an acquirer | | | | Contract Assets and | should account for the related revenue | | | | Contract Liabilities | contracts in accordance with Topic 606 | | | | from Contracts with | as if it had originated the contracts. | | | | Customers" | | | | #### **3. Income Taxes** On December 18, 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is expected to reduce the cost and complexity related to accounting for income taxes. ASU 2019-12 is effective for public entities for fiscal years beginning after December 15, 2020, with early adoption permitted. The guidance in ASU 2019- 12 provides for several amendments to provisions within ASC 740; one of the amendments specifically clarifies that an entity is not required to allocate the consolidated amount of current and deferred tax expense to the separate financial statements issued by legal entities that are both not subject to tax and disregarded by the taxing authority (for example, a single-member limited liability company). This new accounting policy election must be applied on an entity-by-entity basis. Since the Company is both not subject to tax and disregarded by the taxing authority, the Parent made an election to early adopt ASU 2019-12 for the Company for the fiscal year beginning November 1, 2021. As a result, the Parent made an election to eliminate the allocation of current and deferred tax expenses, as well as associated income taxes payable and deferred taxes from the separate financial statements of the Company. In future periods these taxes will be accrued at the Parent. {10}------------------------------------------------ ## Notes to Statement of Financial Condition October 31, 2022 #### **3. Income Taxes (continued)** The effect of the adoption was to no longer account for income taxes at the Company. The Company recorded a \$6.6 million payable to the Parent and a \$6.6 million reduction to opening member's equity on the date of adoption. #### **4. Related Party Transactions** The Company has entered into a services agreement with its Parent for the provision of services related to the business of the Company. Costs related to employees who provide substantial service to the Company have been identified and allocated to the Company, including compensation and employee benefit expense, general office expense and travel expense. Also, costs related to the provision of support services such as finance and accounting support, human resources support, risk management support, compliance support, legal support, and general management oversight of the Company are identified and allocated to the Company. The Parent also provides services such as the payment of direct expenses which are reimbursed by the Company. The Company has a payable to its Parent related to this services agreement of \$1,260,657 as of October 31, 2022, which is included in Payables to affiliates on the Statement of Financial Condition. The Company has entered into an agreement with its Parent and TD Bank USA related to the deposit sweep agreement with Pershing LLC discussed in Note 1. The Company receives a marketing fee from TD Bank N.A. and TD Bank USA for arranging the sweep of cash to the Banks. The Company pays a servicing fee to TD Bank USA and reimburses TD Bank N.A. and TD Bank USA for FDIC expenses. The Company has a Receivable from its Parent related to this agreement of \$630,230 as of October 31, 2022, which is included with Payable to affiliates on the Statement of Financial Condition. The Company has a receivable from TD Bank USA related to this agreement of \$232,358 as of October 31, 2022, which is included in receivable from affiliates on the Statement of Financial Condition. The Company has also entered into agreements with The Toronto-Dominion Bank and affiliates related to the provision of services related to the business of the Company. The agreements provide for The Toronto-Dominion Bank and affiliates to provide services related to the development and management of the Company's investment product offering, perform manager research, portfolio management, investment strategy, due diligence, and advisory and oversight services. The Company's Payables to affiliates includes \$95,493 on the Statement of Financial Condition representing the amount due to the Toronto-Dominion Bank and affiliates at October 31, 2022 for these services. {11}------------------------------------------------ ## Notes to Statement of Financial Condition October 31, 2022 #### **5. Contingencies** #### *Regulatory and Litigation Matters* Regulatory bodies, such as the SEC, FINRA, and others regularly make inquiries and conduct examinations or investigations concerning the Company's compliance with, among other things, securities laws, laws governing the activities of broker-dealers, and registered investment advisers. Legal and regulatory proceedings in which the Company is a defendant or respondent may arise in the normal course of business. Legal provisions are established when it becomes probable that the Company will incur an expense and the amount can be reliably estimated, although it is possible the Company may incur additional losses and actual losses may vary significantly from estimates. Based on currently available information, the Company believes its aggregate range of reasonably possible losses (i.e., those that are neither probable nor remote), in excess of provisions, for its legal proceedings where it is possible to make such an estimate, is from zero to approximately \$250,000 as of October 31, 2022. The Company's estimate involves significant judgment given the stages of the proceedings and the fact that underlying matters will change from time to time. Reserves have not been recorded for actions for which the Company cannot currently make an estimate, such as those that are in a preliminary stage or for which no specific amount is claimed. #### **6. Regulatory and Net Capital Requirements** As a registered broker-dealer and member of the FINRA, the Company is subject to the Uniform Net Capital Rule of the SEC ("Rule 15c3-1"), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined by Rule 15c3-1, not exceed 15 to 1 (1500%). Dividend payments and other equity withdrawals are subject to certain notification and other provisions of the Net Capital Rule of the SEC. At October 31, 2022, the Company's net capital, as defined, was \$44,097,618, which exceeded the minimum requirement under SEC Rule 15c3-1 by \$43,578,575. The ratio of aggregate indebtedness to net capital was 17.66%. #### **7. Subsequent Events** The Company has evaluated the impact of the events that have occurred subsequent to October 31, 2022 through December 19, 2022, the date the statement of financial condition was issued. Based on this evaluation, the Company has determined that none of the events were required to be recognized or disclosed in the statement of financial condition. {12}------------------------------------------------ Notes to Statement of Financial Condition October 31, 2022 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.