Advice and Planning Services

Includes form instructions and options. Options shown in this text do not identify which boxes were selected.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an 
INITIAL OR
AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,
11.E., 11.F. or 11.G. of Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1)
11.C(2)
11.C(3)
11.C(4)
11.C(5)
11.D(1)
11.D(2)
11.D(3)
11.D(4)
11.D(5)
11.E(1)
11.E(2)
11.E(3)
11.E(4)
11.F.
11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page. 
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the
same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A.  The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). 
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
No Information Filed
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the
adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item
11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances: 
B.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.
 Yes
 No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1.  Regulatory Action initiated by:
SEC   
Other Federal   
State   
SRO
Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 
FINANCIAL INDUSTRY REGULATORY AUTHORITY (FINRA)
2.
Principal Sanction:
Civil and Administrative Penalt(ies) /Fine(s)
Other Sanctions: 
CENSURE
3.
Date Initiated (MM/DD/YYYY): 
11/22/2016
 Exact
 Explanation
If not exact, provide explanation:

4.
Docket/Case Number:
2016049779401
5.
Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
N/A
6.
Principal Product Type:
No Product
Other Product Types: 
7.
Describe the allegations related to this regulatory action (your response must fit within the space provided):
WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT AS A RESULT OF
TECHNOLOGICAL ERRORS AND IN ONE CASE AN AMBIGUOUS CLAUSE IN A VENDOR AGREEMENT, THE FIRM DID NOT MAKE TIMELY DELIVERY OF
CUSTOMER CONFIRMATIONS FOR CERTAIN TYPES OF TRANSACTIONS. THE FINDINGS STATED THAT THE FIRM FAILED TO DELIVER IMMEDIATE
CONFIRMATIONS TO CUSTOMERS IN CONNECTION WITH 17 TRANSACTION TYPES. THESE DELIVERY FAILURES RESULTED FROM A COMPUTER CODING
ERROR BY WHICH THE FIRM'S SYSTEM WAS NOT PROPERLY PROGRAMMED TO GENERATE IMMEDIATE CONFIRMATIONS FOR THESE UNIQUE
TRANSACTION TYPES. DESPITE THE ABSENCE OF IMMEDIATE CONFIRMATIONS, CUSTOMERS SEPARATELY RECEIVED NOTICE OF THE RELEVANT
TRANSACTIONS THROUGH OTHER MEANS, INCLUDING QUARTERLY STATEMENTS. THE FINDINGS ALSO STATED THAT DURING A TWO-WEEK PERIOD IN
DECEMBER 2013, THE FIRM NEGLECTED TO SEND EMAIL NOTIFICATIONS TO CERTAIN CUSTOMERS ALERTING THEM WHEN AN ELECTRONIC
CONFIRMATION WAS GENERATED AND MADE AVAILABLE FOR ONLINE VIEWING. THE FINDINGS ALSO INCLUDED THAT FOLLOWING THE
IMPLEMENTATION OF A NEW AUTOMATED SYSTEM AND WHILE REPLACING VENDORS FOR PAPER CONFIRMATION PRODUCTION AND DELIVERY, THE
FIRM DISCOVERED THAT ITS ORIGINAL VENDOR HAD SENT PAPER CONFIRMATIONS FOR CERTAIN TRANSACTIONS TWO DAYS OR MORE AFTER THE
TRANSACTION RATHER THAN ONE DAY AFTER THE TRANSACTION. THIS DELAY RESULTED FROM AN AMBIGUITY CREATED BY THE LANGUAGE IN THE
AGREEMENT BETWEEN THE FIRM AND THE VENDOR. THE FINDINGS ALSO STATED THAT THE FIRM DELIVERED CONFIRMATIONS FOR CERTAIN
TRANSACTIONS THAT DID NOT EXPLICITLY DENOTE THE FIRM'S CAPACITY AS AGENT. ALTHOUGH THE AFFECTED TRANSACTIONS REPRESENTED A VERY
SMALL PERCENTAGE OF THE FIRM'S OVERALL TRANSACTIONS DURING THE RELEVANT PERIOD, IN THE AGGREGATE THEY NUMBERED IN THE MILLIONS.
8.
Current Status?      
 Pending
 On Appeal
 Final
9.
If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Acceptance, Waiver & Consent(AWC)
11. Resolution Date (MM/DD/YYYY):
11/22/2016
 Exact
 Explanation
If not exact, provide explanation:
12. Resolution Detail:
A.  Were any of the following Sanctions Ordered (check all appropriate items)?
 Monetary/Fine Amount: $ 275,000.00
 Revocation/Expulsion/Denial
 Disgorgement/Restitution
 Censure
 Cease and Desist/Injunction
 Bar
 Suspension
B.
Other Sanctions Ordered:
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived: 
THE FIRM WAS CENSURED AND FINED $275,000. IN RESOLVING THIS MATTER, FINRA RECOGNIZED THAT THE FIRM: (1) TIMELY SELF-REPORTED
THE FOREGOING CONFIRMATION ISSUES TO FINRA; (2) PRIOR TO DETECTION OR INTERVENTION BY A REGULATOR, ENGAGED OUTSIDE COUNSEL
AND AN INDEPENDENT CONSULTANT TO CONDUCT AN INTERNAL FORENSIC INVESTIGATION OF THE RELEVANT ISSUES; (3) PROMPTLY TOOK
CORRECTIVE ACTION AND REVISED ITS POLICIES AND PROCEDURES REGARDING CONFIRMATION PRODUCTION AND DELIVERY; (4) HIRED
ADDITIONAL STAFF DEDICATED TO ENSURING PROPER CONFIRMATION PRODUCTION AND DELIVERY; AND (5) PROVIDED SUBSTANTIAL
ASSISTANCE TO FINRA BY SHARING THE RESULTS OF ITS INTERNAL INVESTIGATION AND VOLUNTARILY AND PROMPTLY PROVIDING UPDATES
REGARDING ADDITIONAL CONFIRMATION DELIVERY ISSUES DISCOVERED DURING ITS INTERNAL INVESTIGATION.
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
THE AWC WAS ACCEPTED BY FINRA ON 11/22/2016 AND THE FIRM CONSENTED TO A CENSURE AND HAS PAID A FINE AS DESCRIBED IN ITEM 12
ABOVE.

Includes form instructions and options. Options shown in this text do not identify which boxes were selected.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an 
INITIAL OR
AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,
11.E., 11.F. or 11.G. of Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1)
11.C(2)
11.C(3)
11.C(4)
11.C(5)
11.D(1)
11.D(2)
11.D(3)
11.D(4)
11.D(5)
11.E(1)
11.E(2)
11.E(3)
11.E(4)
11.F.
11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page. 
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the
same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A.  The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). 
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
CRD
Number:
This advisory affiliate is 
a Firm
an Individual
Registered:
Yes
No
Name:
TEACHERS INSURANCE AND
ANNUITY ASSOCIATION OF
AMERICA (TIAA)
(For individuals, Last, First,
Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the
adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item
11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances: 
B.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.
 Yes
 No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1.  Regulatory Action initiated by:
SEC   
Other Federal   
State   
SRO
Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 
NEW YORK DEPARTMENT OF FINANCIAL SERVICES
2.
Principal Sanction:
Civil and Administrative Penalt(ies) /Fine(s)

Other Sanctions: 
3.
Date Initiated (MM/DD/YYYY): 
03/17/2016
 Exact
 Explanation
If not exact, provide explanation:
STIPULATION ENTERED INTO 03/17/2016 COVERING EXAM PERIOD 01/2005 THROUGH 12/2008
4.
Docket/Case Number:
STATE OF NY STIPULATION NO. 2016-0045-S
5.
Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
6.
Principal Product Type:
Insurance
Other Product Types: 
INSURANCE/ANNUITIES
7.
Describe the allegations related to this regulatory action (your response must fit within the space provided):
ALLEGED VIOLATIONS OF VARIOUS PROVISIONS OF NEW YORK INSURANCE LAWS
8.
Current Status?      
 Pending
 On Appeal
 Final
9.
If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Stipulation and Consent
11. Resolution Date (MM/DD/YYYY):
03/17/2016
 Exact
 Explanation
If not exact, provide explanation:
12. Resolution Detail:
A.  Were any of the following Sanctions Ordered (check all appropriate items)?
 Monetary/Fine Amount: $ 18,112.00
 Revocation/Expulsion/Denial
 Disgorgement/Restitution
 Censure
 Cease and Desist/Injunction
 Bar
 Suspension
B.
Other Sanctions Ordered:
ON MARCH 17, 2016, TIAA ENTERED INTO A STIPULATION WITH THE NEW YORK DEPARTMENT OF FINANCIAL SERVICES ("NYDFS") TO, AMONG
OTHER THINGS, FINDINGS BY NYDFS THAT TIAA VIOLATED VARIOUS PROVISIONS OF NEW YORK INSURANCE LAW. THE STIPULATION CITED
VIOLATIONS OF NYDFS REGULATION 60 AND REGULATION 152 RELATED TO REPLACEMENT AND RECORDKEEPING REQUIREMENTS. TIAA PAID A
CIVIL PENALTY IN THE AMOUNT OF $18,112. THE STIPULATION COVERED THE EXAM PERIOD 01/2005 THROUGH 12/2008. NYDFS HAS ASSESSED
THE REMEDIATION PLAN DURING THE SUBSEQUENT EXAMINATION IN 2013 WITH NO FINDINGS OR VIOLATIONS IDENTIFIED RELATED TO
REPLACEMENT, ILLUSTRATION, DISCLOSURE AND RECORDKEEPING REQUIREMENTS.
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived: 
ON MARCH 17, 2016, TIAA ENTERED INTO A STIPULATION WITH THE NEW YORK DEPARTMENT OF FINANCIAL SERVICES ("NYDFS") TO, AMONG
OTHER THINGS, FINDINGS BY NYDFS THAT TIAA VIOLATED VARIOUS PROVISIONS OF NEW YORK INSURANCE LAW. THE STIPULATION CITED
VIOLATIONS OF NYDFS REGULATION 60 AND REGULATION 152 RELATED TO REPLACEMENT AND RECORDKEEPING REQUIREMENTS. TIAA PAID A
CIVIL PENALTY IN THE AMOUNT OF $18,112 ON 3/17/2016. THE STIPULATION COVERED THE EXAM PERIOD 01/2005 THROUGH 12/2008. NYDFS
HAS ASSESSED THE REMEDIATION PLAN DURING THE SUBSEQUENT EXAMINATION IN 2013 WITH NO FINDINGS OR VIOLATIONS IDENTIFIED
RELATED TO REPLACEMENT, ILLUSTRATION, DISCLOSURE AND RECORDKEEPING REQUIREMENTS.
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
THIS SETTLEMENT DOES NOT INVOLVE TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERVICES, LLC. HOWEVER,TIAA-CREF INDIVIDUAL & INSTITUTIONAL
SERVICES, LLC IS A WHOLLY OWNED SUBSIDIARY OF TIAA. ON MARCH 17, 2016, TIAA STIPULATED TO, AMONG OTHER THINGS, FINDINGS BY THE
NYDFS THAT TIAA VIOLATED VARIOUS PROVISIONS OF NEW YORK INSURANCE LAW AND PAID A CIVIL PENALTY OF $18,112.

Includes form instructions and options. Options shown in this text do not identify which boxes were selected.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an 
INITIAL OR
AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,
11.E., 11.F. or 11.G. of Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1)
11.C(2)
11.C(3)
11.C(4)
11.C(5)
11.D(1)
11.D(2)
11.D(3)
11.D(4)
11.D(5)
11.E(1)
11.E(2)
11.E(3)
11.E(4)
11.F.
11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page. 
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the
same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A.  The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). 
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
No Information Filed
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the
adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item
11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances: 
B.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.
 Yes
 No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1.  Regulatory Action initiated by:
SEC   
Other Federal   
State   
SRO
Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 
UNITED STATES SECURITIES EXCHANGE COMMISSION
2.
Principal Sanction:
Other
Other Sanctions: 
3.
Date Initiated (MM/DD/YYYY): 
03/11/2019
 Exact
 Explanation
If not exact, provide explanation:

4.
Docket/Case Number:
3-19032
5.
Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
6.
Principal Product Type:
Mutual Fund(s)
Other Product Types: 
7.
Describe the allegations related to this regulatory action (your response must fit within the space provided):
IA RELEASE 40-5129, MARCH 11, 2019: THE SECURITIES AND EXCHANGE COMMISSION DEEMS IT APPROPRIATE AND IN THE PUBLIC INTEREST THAT
PUBLIC ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE INSTITUTED AGAINST TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERVICES, LLC
("RESPONDENT"). ON THE BASIS OF THIS ORDER AND RESPONDENT'S OFFER, THE COMMISSION FINDS THAT THESE PROCEEDINGS ARISE OUT OF
BREACHES OF FIDUCIARY DUTY AND INADEQUATE DISCLOSURES BY THE RESPONDENT IN CONNECTION WITH ITS MUTUAL FUND SHARE CLASS
SELECTION PRACTICES AND THE FEES IT RECEIVED. AT TIMES DURING THE RELEVANT PERIOD, RESPONDENT PURCHASED, RECOMMENDED, OR HELD
FOR ADVISORY CLIENTS MUTUAL FUND SHARE CLASSES THAT CHARGED 12B-1 FEES INSTEAD OF LOWER-COST SHARE CLASSES OF THE SAME FUNDS
FOR WHICH THE CLIENTS WERE ELIGIBLE. RESPONDENT RECEIVED 12B-1 FEES IN CONNECTION WITH THESE INVESTMENTS. RESPONDENT FAILED TO
DISCLOSE IN ITS FORM ADV OR OTHERWISE THE CONFLICTS OF INTEREST RELATED TO (A) ITS RECEIPT OF 12B-1 FEES, AND/OR (B) ITS SELECTION OF
MUTUAL FUND SHARE CLASSES THAT PAY SUCH FEES. DURING THE RELEVANT PERIOD, RESPONDENT RECEIVED 12B-1 FEES FOR ADVISING CLIENTS TO
INVEST IN OR HOLD SUCH MUTUAL FUND SHARE CLASSES. AS A RESULT OF THE CONDUCT, RESPONDENT WILLFULLY VIOLATED SECTIONS 206(2) AND
207 OF THE ADVISERS ACT.
8.
Current Status?      
 Pending
 On Appeal
 Final
9.
If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Order
11. Resolution Date (MM/DD/YYYY):
03/11/2019
 Exact
 Explanation
If not exact, provide explanation:
12. Resolution Detail:
A.  Were any of the following Sanctions Ordered (check all appropriate items)?
 Monetary/Fine Amount: $
 Revocation/Expulsion/Denial
 Disgorgement/Restitution
 Censure
 Cease and Desist/Injunction
 Bar
 Suspension
B.
Other Sanctions Ordered:
UNDERTAKINGS AND PREJUDGEMENT INTEREST
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived: 
THE RESPONDENT SHALL CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTIONS
206(2) AND 207 OF THE ADVISERS ACT. RESPONDENT IS CENSURED, SHALL PAY DISGORGEMENT OF $2,102,380.21 AND PREJUDGMENT INTEREST
OF $293,342.08, AND SHALL COMPLY WITH THE UNDERTAKINGS ENUMERATED IN THE OFFER OF SETTLEMENT.
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
ON MARCH 11, 2019, THE SEC ISSUED AN ORDER REGARDING CONDUCT TC SERVICES HAD SELF-REPORTED TO THE SEC IN CONNECTION WITH THE
SHARE CLASS SELECTION DISCLOSURE INITIATIVE (THE "INITIATIVE"). WITHOUT ADMITTING OR DENYING THE FINDINGS, TC SERVICES CONSENTED TO
THE ENTRY OF AN ORDER (THE "SETTLEMENT ORDER") FINDING THAT IT VIOLATED SECTIONS 206(2) AND 207 OF THE ADVISERS ACT BY NOT
ADEQUATELY DISCLOSING TO CLIENTS ENROLLED IN THE PORTFOLIO ADVISOR AND PORTFOLIO MANAGER PROGRAMS CERTAIN CONFLICTS OF
INTEREST RELATED TO THE RECEIPT OF RULE 12B-1 FEES AND SELECTION OF MUTUAL FUND SHARE CLASSES THAT PAY SUCH FEES. PURSUANT TO THE
SETTLEMENT ORDER, TC SERVICES CONSENTED TO A CENSURE AND WAS ORDERED TO CEASE AND DESIST FROM COMMITTING OR CAUSING FURTHER
VIOLATIONS OF SECTIONS 206(2) AND 207 OF THE ADVISERS ACT. TC SERVICES ALSO WAS ORDERED TO DISGORGE A TOTAL OF $2,102,280.21 IN
RULE 12B-1 FEES RECEIVED, PLUS $293,342.08 IN PREJUDGMENT INTEREST, TO AFFECTED INVESTORS AND TO NOTIFY AFFECTED INVESTORS OF THE
SETTLEMENT ORDER'S TERMS, INCLUDING FOLLOWING UNDERTAKINGS: (1) REVIEW AND CORRECT AS NECESSARY ALL RELEVANT DISCLOSURE
DOCUMENTS CONCERNING MUTUAL FUND SHARE CLASS SELECTION AND RULE 12B-1 FEES; (2) EVALUATE WHETHER EXISTING CLIENTS SHOULD BE
MOVED TO A LOWER-COST SHARE CLASS AND TO MOVE CLIENTS AS NECESSARY; AND (3) EVALUATE, UPDATE AND REVIEW FOR THE EFFECTIVENESS
OF THEIR IMPLEMENTATION, TC SERVICES POLICIES AND PROCEDURES TO ASSURE THAT THEY ARE REASONABLY DESIGNED TO PREVENT VIOLATIONS

OF THE ADVISERS ACT IN CONNECTION WITH DISCLOSURES REGARDING MUTUAL FUND SHARE CLASS SELECTION. THE SEC DID NOT IMPOSE A CIVIL
PENALTY ON TC SERVICES BASED ON TC SERVICES SELF-REPORTING THROUGH THE INITIATIVE.

Includes form instructions and options. Options shown in this text do not identify which boxes were selected.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an 
INITIAL OR
AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,
11.E., 11.F. or 11.G. of Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1)
11.C(2)
11.C(3)
11.C(4)
11.C(5)
11.D(1)
11.D(2)
11.D(3)
11.D(4)
11.D(5)
11.E(1)
11.E(2)
11.E(3)
11.E(4)
11.F.
11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page. 
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the
same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A.  The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). 
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
CRD
Number:
This advisory affiliate is 
a Firm
an Individual
Registered:
Yes
No
Name:
TEACHERS INSURANCE AND
ANNUITY ASSOCIATION OF
AMERICA
(For individuals, Last, First,
Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the
adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item
11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances: 
B.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.
 Yes
 No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1.  Regulatory Action initiated by:
SEC   
Other Federal   
State   
SRO
Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 
ILLINOIS DEPARTMENT OF INSURANCE

2.
Principal Sanction:
Civil and Administrative Penalt(ies) /Fine(s)
Other Sanctions: 
3.
Date Initiated (MM/DD/YYYY): 
03/02/2020
 Exact
 Explanation
If not exact, provide explanation:
CONSENT ORDER DATED 03/02/2020
4.
Docket/Case Number:
5.
Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
6.
Principal Product Type:
Annuity(ies) - Variable
Other Product Types: 
LIFE INSURANCE, FIXED ANNUITIES
7.
Describe the allegations related to this regulatory action (your response must fit within the space provided):
THE ALLEGED VIOLATIONS INCLUDED THE FOLLOWING: FAILURE TO PROVIDE THE "NOTICE OF AVAILABILITY OF THE DEPARTMENT OF INSURANCE"
AND FAILURE TO PROVIDE BENEFICIARIES WITH A REASONABLE WRITTEN EXPLANATION OF DELAY OF CLAIM PAYMENT BEYOND 45 DAYS, AS REQUIRED
BY SECTION 50 ILL. ADM. CODE 919.70(A)(2); AND FAILURE TO NOTIFY BENEFICIARIES OF THE AVAILABILITY OF INTEREST AT THE TIME OF CLAIM
SUBMISSION, AS REQUIRED BY 215 ILCS 5/224(1)(I).
8.
Current Status?      
 Pending
 On Appeal
 Final
9.
If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Stipulation and Consent
11. Resolution Date (MM/DD/YYYY):
03/24/2020
 Exact
 Explanation
If not exact, provide explanation:
DATE ORDER TO BE SIGNED.
12. Resolution Detail:
A.  Were any of the following Sanctions Ordered (check all appropriate items)?
 Monetary/Fine Amount: $ 18,000.00
 Revocation/Expulsion/Denial
 Disgorgement/Restitution
 Censure
 Cease and Desist/Injunction
 Bar
 Suspension
B.
Other Sanctions Ordered:
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived: 
ON MARCH 2, 2020, THE ILLINOIS DEPARTMENT OF INSURANCE (IDI) ISSUED A MARKET CONDUCT EXAMINATION VERIFIED REPORT AND
STIPULATION AND CONSENT ORDER IN CONNECTION WITH A MARKET CONDUCT EXAMINATION OF TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA ("TIAA"). WITHOUT ADMITTING FAULT, LIABILITY, OR WRONGDOING, TIAA AGREED TO A STIPULATION AND CONSENT
ORDER (THE "CONSENT ORDER") FINDING THAT IT VIOLATED SECTIONS 50 ILL. ADM. CODE 919.70(A)(2) FOR NOT PROVIDING A "NOTICE OF
AVAILABILITY OF THE DEPARTMENT OF INSURANCE" AND FOR NOT PROVIDING BENEFICIARIES WITH A REASONABLE WRITTEN EXPLANATION OF
DELAY OF CLAIM PAYMENT BEYOND 45 DAYS; AND VIOLATED 215 ILCS 5/224(1)(I) FOR NOT NOTIFYING BENEFICIARIES OF THE AVAILABILITY OF
INTEREST AT THE TIME OF CLAIM SUBMISSION. THE IDI IMPOSED A CIVIL FORFEITURE OF $18,000 FOR TIAA.
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
THIS MATTER DOES NOT INVOLVE ADVICE & PLANNING SERVICES.

Includes form instructions and options. Options shown in this text do not identify which boxes were selected.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an 
INITIAL OR
AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,
11.E., 11.F. or 11.G. of Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1)
11.C(2)
11.C(3)
11.C(4)
11.C(5)
11.D(1)
11.D(2)
11.D(3)
11.D(4)
11.D(5)
11.E(1)
11.E(2)
11.E(3)
11.E(4)
11.F.
11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page. 
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the
same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A.  The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). 
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
No Information Filed
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the
adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item
11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances: 
B.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.
 Yes
 No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1.  Regulatory Action initiated by:
SEC   
Other Federal   
State   
SRO
Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
2.
Principal Sanction:
Cease and Desist
Other Sanctions: 
RESTITUTION
3.
Date Initiated (MM/DD/YYYY): 
07/13/2021
 Exact
 Explanation
If not exact, provide explanation:

4.
Docket/Case Number:
3-20392
5.
Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
6.
Principal Product Type:
Other
Other Product Types: 
MANAGED ACCOUNTS IRA
7.
Describe the allegations related to this regulatory action (your response must fit within the space provided):
TC SERVICES RESOLVED COORDINATED SEC AND NY AG INVESTIGATIONS ADDRESSING THE SAME UNDERLYING FACTS WITH: 1) AN SEC CEASE-AND-
DESIST ORDER FINDING WILLFUL VIOLATIONS OF INVESTMENT ADVISERS ACT SECTIONS 206(2) AND 206(4), ADVISERS ACT RULE 206(4)-7, AND
SECTIONS 17(A)(2) AND 17(A)(3) OF THE SECURITIES ACT; ORDERING APPROXIMATELY $74 MILLION IN DISGORGE, $14 MILLION IN PREJUDGMENT
INTEREST, AND $9 MILLION IN CIVIL MONETARY PENALTY; AND REQUIRING SPECIFIED UNDERTAKINGS; AND 2) A NY AG AOD FINDING VIOLATIONS OF
THE NY MARTIN ACT, NY EXEC. LAW 63(12), AND NY COMMON LAW; REQUIRING THE PAYMENT OF RESTITUTION AS SET FORTH IN THE SEC ORDER; AND
REQUIRING SPECIFIED UNDERTAKINGS. THERE WERE NO FINDINGS OF SCIENTER AND TC SERVICES NEITHER ADMITTED NOR DENIED THE FINDINGS.
8.
Current Status?      
 Pending
 On Appeal
 Final
9.
If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Order
11. Resolution Date (MM/DD/YYYY):
07/13/2021
 Exact
 Explanation
If not exact, provide explanation:
12. Resolution Detail:
A.  Were any of the following Sanctions Ordered (check all appropriate items)?
 Monetary/Fine Amount: $ 97,000,000.00
 Revocation/Expulsion/Denial
 Disgorgement/Restitution
 Censure
 Cease and Desist/Injunction
 Bar
 Suspension
B.
Other Sanctions Ordered:
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived: 
$97 MILLION BROKEN DOWN AS FOLLOWS: $73,985,572 IN DISGORGEMENT, PRE-JUDGEMENT INTEREST OF $14,014,428 AND $9 MILLION
PENALTY LEVIED AGAINST THE APPLICANT. THE RESTITUTION WILL BE PAID OVER SEVERAL MONTHS TO AFFECTED CLIENTS ELIGIBLE BASED ON
THE TERMS OF THE SETTLEMENT. NO PORTION OF THE PENALTY WAS WAIVED.
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
TC SERVICES RESOLVED COORDINATED SEC AND NY AG INVESTIGATIONS ADDRESSING THE SAME UNDERLYING FACTS WITH: 1) AN SEC CEASE-AND-
DESIST ORDER FINDING WILLFUL VIOLATIONS OF INVESTMENT ADVISERS ACT SECTIONS 206(2) AND 206(4), ADVISERS ACT RULE 206(4)-7, AND
SECTIONS 17(A)(2) AND 17(A)(3) OF THE SECURITIES ACT; ORDERING APPROXIMATELY $74 MILLION IN DISGORGE, $14 MILLION IN PREJUDGMENT
INTEREST, AND $9 MILLION IN CIVIL MONETARY PENALTY; AND REQUIRING SPECIFIED UNDERTAKINGS; AND 2) A NY AG AOD FINDING VIOLATIONS OF
THE NY MARTIN ACT, NY EXEC. LAW 63(12), AND NY COMMON LAW; REQUIRING THE PAYMENT OF RESTITUTION AS SET FORTH IN THE SEC ORDER; AND
REQUIRING SPECIFIED UNDERTAKINGS. THERE WERE NO FINDINGS OF SCIENTER AND TC SERVICES NEITHER ADMITTED NOR DENIED THE FINDINGS.

Includes form instructions and options. Options shown in this text do not identify which boxes were selected.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an 
INITIAL OR
AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,
11.E., 11.F. or 11.G. of Form ADV.
Regulatory Action
Check item(s) being responded to:

11.C(1)
11.C(2)
11.C(3)
11.C(4)
11.C(5)
11.D(1)
11.D(2)
11.D(3)
11.D(4)
11.D(5)
11.E(1)
11.E(2)
11.E(3)
11.E(4)
11.F.
11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page. 
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the
same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A.  The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). 
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
No Information Filed
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the
adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item
11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances: 
B.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.
 Yes
 No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1.  Regulatory Action initiated by:
SEC   
Other Federal   
State   
SRO
Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 
NEW YORK ATTORNEY GENERAL
2.
Principal Sanction:
Cease and Desist
Other Sanctions: 
RESTITUTION
3.
Date Initiated (MM/DD/YYYY): 
07/13/2021
 Exact
 Explanation
If not exact, provide explanation:
4.
Docket/Case Number:
21-035
5.
Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
6.
Principal Product Type:
Other
Other Product Types: 

MANAGED ACCOUNTS IRA
7.
Describe the allegations related to this regulatory action (your response must fit within the space provided):
TC SERVICES RESOLVED COORDINATED SEC AND NY AG INVESTIGATIONS ADDRESSING THE SAME UNDERLYING FACTS WITH: 1) AN SEC CEASE-AND-
DESIST ORDER FINDING WILLFUL VIOLATIONS OF INVESTMENT ADVISERS ACT SECTIONS 206(2) AND 206(4), ADVISERS ACT RULE 206(4)-7, AND
SECTIONS 17(A)(2) AND 17(A)(3) OF THE SECURITIES ACT; ORDERING APPROXIMATELY $74 MILLION IN DISGORGE, $14 MILLION IN PREJUDGMENT
INTEREST, AND $9 MILLION IN CIVIL MONETARY PENALTY; AND REQUIRING SPECIFIED UNDERTAKINGS; AND 2) A NY AG AOD FINDING VIOLATIONS OF
THE NY MARTIN ACT, NY EXEC. LAW 63(12), AND NY COMMON LAW; REQUIRING THE PAYMENT OF RESTITUTION AS SET FORTH IN THE SEC ORDER; AND
REQUIRING SPECIFIED UNDERTAKINGS. THERE WERE NO FINDINGS OF SCIENTER AND TC SERVICES NEITHER ADMITTED NOR DENIED THE FINDINGS.
8.
Current Status?      
 Pending
 On Appeal
 Final
9.
If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Order
11. Resolution Date (MM/DD/YYYY):
07/13/2021
 Exact
 Explanation
If not exact, provide explanation:
12. Resolution Detail:
A.  Were any of the following Sanctions Ordered (check all appropriate items)?
 Monetary/Fine Amount: $ 97,000,000.00
 Revocation/Expulsion/Denial
 Disgorgement/Restitution
 Censure
 Cease and Desist/Injunction
 Bar
 Suspension
B.
Other Sanctions Ordered:
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived: 
$97 MILLION BROKEN DOWN AS FOLLOWS: $73,985,572 IN DISGORGEMENT, PRE-JUDGEMENT INTEREST OF $14,014,428 AND $9 MILLION
PENALTY LEVIED AGAINST THE APPLICANT. THE RESTITUTION WILL BE PAID OVER SEVERAL MONTHS TO AFFECTED CLIENTS ELIGIBLE BASED ON
THE TERMS OF THE SETTLEMENT. NO PORTION OF THE PENALTY WAS WAIVED.
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
TC SERVICES RESOLVED COORDINATED SEC AND NY AG INVESTIGATIONS ADDRESSING THE SAME UNDERLYING FACTS WITH: 1) AN SEC CEASE-AND-
DESIST ORDER FINDING WILLFUL VIOLATIONS OF INVESTMENT ADVISERS ACT SECTIONS 206(2) AND 206(4), ADVISERS ACT RULE 206(4)-7, AND
SECTIONS 17(A)(2) AND 17(A)(3) OF THE SECURITIES ACT; ORDERING APPROXIMATELY $74 MILLION IN DISGORGE, $14 MILLION IN PREJUDGMENT
INTEREST, AND $9 MILLION IN CIVIL MONETARY PENALTY; AND REQUIRING SPECIFIED UNDERTAKINGS; AND 2) A NY AG AOD FINDING VIOLATIONS OF
THE NY MARTIN ACT, NY EXEC. LAW 63(12), AND NY COMMON LAW; REQUIRING THE PAYMENT OF RESTITUTION AS SET FORTH IN THE SEC ORDER; AND
REQUIRING SPECIFIED UNDERTAKINGS. THERE WERE NO FINDINGS OF SCIENTER AND TC SERVICES NEITHER ADMITTED NOR DENIED THE FINDINGS.