UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 99549 / February 16, 2024

INVESTMENT ADVISERS ACT OF 1940

Release No. 6559 / February 16, 2024

ADMINISTRATIVE PROCEEDING

File No. 3-21856

In the Matter of

TIAA-CREF INDIVIDUAL & 

INSTITUTIONAL SERVICES, LLC

Respondent. 

ORDER INSTITUTING ADMINISTRATIVE 

AND CEASE-AND-DESIST PROCEEDINGS, 

PURSUANT TO SECTIONS 21C AND 15(b) 

OF THE SECURITIES EXCHANGE ACT OF 

1934 AND SECTION 203(e) OF THE 

INVESTMENT ADVISERS ACT OF 1940, 

MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS AND A CEASEAND-DESIST ORDER

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate and in 

the public interest that public administrative and cease-and-desist proceedings be, and hereby 

are, instituted pursuant to Sections 21C and 15(b) of the Securities Exchange Act of 1934 

(“Exchange Act”) and Section 203(e) of the Investment Advisers Act of 1940 (“Advisers Act”) 

against TIAA-CREF Individual & Institutional Services, LLC (“TC Services” or “Respondent”).

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the 

findings herein, except as to the Commission’s jurisdiction over it and the subject matter of these

proceedings, which are admitted, Respondent consents to the entry of this Order Instituting

Administrative and Cease-And-Desist Proceedings, Pursuant to Sections 21C and 15(b) of the 

Securities Exchange Act of 1934 and Section 203(e) of the Investment Advisers Act of 1940, 

Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (“Order”), as 

set forth below. 

III.
On the basis of this Order and Respondent’s Offer, the Commission finds that:

Summary

1. These proceedings arise out of TC Services’ failure to comply with Regulation 

Best Interest (“Reg BI”) between June 30, 2020, the compliance date for Reg BI, and 

approximately November 1, 2021 (the “Relevant Period”) in connection with recommendations 

to retail brokerage customers to open a TIAA individual retirement account (“TIAA IRA”), 

which under Reg BI is an investment strategy involving securities. 

2. After opening a TIAA IRA, retail customers could invest in a pre-selected “core 

menu” of affiliated investments, including affiliated mutual funds and retirement annuities. In 

addition, through the TIAA IRA’s optional “brokerage window,” customers could invest in a 

broader array of securities, including a variety of mutual funds (both affiliated and third-party), 

ETFs, stocks, and bonds. During the Relevant Period, TIAA IRA customers investing in certain 

core menu funds paid higher mutual fund expenses than if they had invested in lower-cost share 

classes of those same funds that were available in the brokerage window. As a result, TC 

Services earned higher fees from those core menu investments. 

3. In recommending the TIAA IRA, TC Services violated Reg BI’s General 

Obligation by failing to comply with three of Reg BI’s component obligations. Specifically, 

between June 30, 2020 and February 9, 2021 (the “Disclosure Violation Period”), TC Services 

violated the Disclosure Obligation because the firm inaccurately disclosed that it only offered 

more expensive share classes of funds in the TIAA IRA, and failed to disclose that substantially 

equivalent, lower cost share classes of affiliated funds were available in the brokerage window. 

TC Services also failed to disclose the conflict of interest associated therewith. In addition, TC 

Services violated the Care Obligation of Reg BI during the Relevant Period because the firm 

failed to exercise reasonable diligence, care, and skill to understand the potential risks, rewards, 

and costs associated with its recommendations to open a TIAA IRA, including that investment 

minimums had been waived on affiliated funds available within the TIAA IRA. Finally, during 

the Relevant Period, TC Services failed to comply with Reg BI’s Compliance Obligation because

the firm failed to establish, maintain, and enforce written policies and procedures reasonably 

designed to achieve compliance with Reg BI’s Care Obligation. 

4. As a result of TC Services’ violations, approximately 5,894 retail customers 

purchased higher cost share classes of certain affiliated mutual funds in the core menu. In total, 

TC Services’ customers paid approximately $936,714 more in mutual fund expenses by 

purchasing those core menu funds.

Respondent

5. TC Services is a dually registered broker-dealer and investment adviser 

headquartered in New York, New York. TC Services is a wholly owned subsidiary of the 
Teachers Insurance and Annuities Association of America (“TIAA”) and an affiliate of Nuveen, 

LLC (“Nuveen”).

1

Facts

A. The TIAA IRA

6. During the Relevant Period, TC Services offered a variety of investment 

alternatives to retail brokerage customers, including the TIAA IRA, an investment strategy 

involving securities. The TIAA IRA enabled customers to invest in a pre-selected core menu of 

affiliated investments, including TIAA mutual funds, Nuveen mutual funds, and TIAA 

retirement annuities. In the core menu, customers could opt to receive certain benefits like thirdparty allocation advice on core menu investments and the ability to establish automatic 

contributions. Affiliated funds in the core menu typically had higher expenses than the lowestcost share classes offered by those funds and required no minimum initial investment. 

7. In addition to the core menu, the TIAA IRA also enabled customers to invest in a 

broader array of affiliated and non-affiliated investments through the TIAA IRA brokerage 

window. Specifically, through the TIAA IRA brokerage window, customers could invest in 

TIAA mutual funds and Nuveen mutual funds, as well as a variety of third-party mutual funds, 

ETFs, stocks, and bonds. The brokerage window included the lowest-cost share classes of core 

menu funds where available. These share classes were generally subject to investment 

minimums. Specifically, certain TIAA funds in the brokerage window required a $2 million 

minimum investment; certain Nuveen funds required a $1 million minimum investment. 

8. In December 2020, TC Services discovered that the minimum investment 

requirements for these TIAA and Nuveen funds in the brokerage window had been waived by 

agreements between TC Services’ clearing broker and the affiliated fund families. While the 

waivers predated the compliance date of Reg BI, they were initiated by TIAA and, as such, TC 

Services should have been aware of the waivers and considered their impact in the context of 

Reg BI. 

9. As a result of the waivers, during the Relevant Period, TC Services’ retail 

customers could have purchased substantially equivalent, less costly share classes of these funds 

through the TIAA IRA brokerage window without the minimum investment requirement. 

Specifically, 80 of the 96 affiliated funds offered in the core menu had substantially equivalent, 

lower cost share classes available in the brokerage window for all or some portion of the 

Relevant Period. 

10. Notwithstanding the availability of substantially equivalent, lower cost options in 

the brokerage window, the vast majority (i.e., more than 94%) of TIAA IRA customers invested 

only through the core menu. TC Services and its affiliates earned higher fees when these 

customers purchased the more expensive core menu funds. 

1 Nuveen, LLC is a wholly owned subsidiary of TIAA.
B. TC Services’ Violation of Reg BI’s Disclosure Obligation

11. To help satisfy its Reg BI disclosure obligation, TC Services provided its 

customers with a Reg BI Disclosure Document (“Disclosure Document”) and a Form Customer 

Relationship Summary document (“Form CRS”). 

12. During the Disclosure Violation Period, TC Services did not comply with Reg 

BI’s Disclosure Obligation because it did not disclose to its retail customers prior to or at the 

time of the recommendation to open a TIAA IRA account that substantially equivalent, lower 

cost share classes of select affiliated funds were available in the brokerage window. TC Services 

also did not disclose the conflicts associated therewith – that is, that TC Services earned higher 

fees when customers invested in more expensive share classes of core menu funds. Specifically, 

TC Services’ June 26, 2020 Disclosure Document stated: “we only offer the retirement share 

class of TIAA-CREF mutual funds and the class I of the Nuveen funds in the IRA.” This 

statement was inaccurate because substantially equivalent lower cost share classes of these funds 

were available in the brokerage window of the TIAA IRA. TC Services’ June 28, 2020 Form 

CRS also did not disclose the conflict of interest associated with the availability of lower cost 

share classes available within the TIAA IRA brokerage window. These disclosures were both in 

force as of June 30, 2020, the compliance date for Reg BI.

13. After discovering that lower cost share classes of affiliated funds in the brokerage 

window were not subject to investment minimums, TC Services revised its Disclosure Document 

and Form CRS. On February 1, 2021, the firm revised its Form CRS to disclose the conflict of 

interest resulting from the availability of different share classes within the TIAA IRA. On 

February 9, 2021, TC Services revised its Disclosure Document to disclose that multiple share 

classes, including lower cost share classes of affiliated funds, were available in the TIAA IRA 

brokerage window and that this created a conflict of interest. 

C. TC Services’ Failure to Exercise Reasonable Diligence, Care, and Skill to 

Understand the TIAA IRA Product and the Costs Associated with 

Recommending the TIAA IRA

14. During the Relevant Period, TC Services failed to comply with Reg BI’s Care 

Obligation because TC Services and its associated persons (“APs”) did not exercise reasonable 

diligence, care, and skill to understand the potential risks, rewards, and costs associated with its 

recommendations to open a TIAA IRA. In particular, the firm failed to understand the costs 

associated with their recommendations of that product. 

15. Prior to December 2020, TC Services and its APs were unaware that investment 

minimums had been waived on affiliated funds available within the TIAA IRA brokerage 

window. In addition, some APs did not understand that affiliated funds were available in the 

brokerage window of the TIAA IRA at all. As a result, APs had an incomplete understanding of 

the TIAA IRA recommendation and therefore lacked a reasonable basis to believe that the 

recommendation could be in the best interest of at least some retail customers. 
16. When making recommendations, TC Services required APs to follow the 

Regulatory Standards for Recommendations Standard Operating Procedure (“Regulatory 

Standards SOP”). The Regulatory Standards SOP stated that costs, along with potential risks and 

rewards, must always be considered when making a recommendation.

17. To consider costs associated with the TIAA IRA, the Regulatory Standards SOP 

directed APs to generate a “fee comparison report” which compared the costs associated with a 

customer’s current investments with the costs associated with the TIAA IRA. To calculate costs 

associated with the TIAA IRA, APs used a third-party tool that generated a hypothetical 

allocation based on the customer’s stated risk profile. The tool was coded to consider only the 

affiliated mutual funds available in the core menu and did not consider any brokerage window 

options notwithstanding that those options were also available within the TIAA IRA. Thus, 

when recommending the TIAA IRA, TC Services and its APs did not consider the costs 

associated with other share classes of core menu funds available within the TIAA IRA brokerage 

window. 

18. On October 27, 2021, TC Services implemented “Procedural Enhancements” 

which enforced investment minimums regardless of the existence of any waivers that had 

previously been in place between the clearing firm and TIAA’s affiliated fund families. Shortly 

thereafter, on November 1, 2021, TC Services put in place the Investment Companies – Mutual 

Fund Minimums WSP (“MFM WSP”). The MFM WSP instituted supervisory procedures to 

ensure that TC Services would enforce investment minimums consistent with the Procedural 

Enhancements. As a result of these changes, substantially equivalent, lower cost share classes of 

the relevant affiliated funds were no longer available to customers in the TIAA IRA brokerage 

window whose investments did not meet the investment minimums. On December 9, 2022, TC 

Services stopped offering affiliated funds in the brokerage window.

D. TC Services’ Failure to Establish, Maintain, and Enforce Written Policies 

and Procedures Reasonably Designed to Achieve Compliance with Reg BI

19. During the Relevant Period, TC Services failed to comply with the Compliance 

Obligation of Reg BI because it failed to establish, maintain, and enforce written policies and 

procedures reasonably designed to achieve compliance with Reg BI’s Care Obligation. TC 

Services had no policies and procedures in place to detect investment minimum waivers. In 

addition, TC Services did not enforce its written policies and procedures (i.e., the Regulatory 

Standards SOP which required APs to consider costs associated with the TIAA IRA 

recommendation) because the third-party tool TC Services provided to APs to consider costs did 

not consider costs associated with other share classes of core menu funds available within the 

TIAA IRA brokerage window. 

E. Investor Impact

20. As a result of TC Services’ violations of Reg BI, between June 30, 2020 and 

October 27, 2021, approximately 5,894 retail customer accounts purchased higher cost share 

classes of affiliated mutual funds without being informed by TIAA or its APs that substantially 

equivalent, lower cost offerings were also available within the TIAA IRA. In total, these 
customers paid about $936,714 more in expenses for substantially equivalent funds than they 

otherwise could have paid if these funds were purchased through the brokerage window.

Violations 

21. As a result of the conduct described above, Respondent willfully2violated Reg 

BI’s General Obligation which requires brokers and their associated persons to act in the best 

interest of retail customers when making a recommendation. See Exchange Act Rule 240.15l1(a)(1).

22. As a result of the conduct described above, Respondent willfully violated Reg 

BI’s Disclosure Obligation which requires a broker to, inter alia, provide the retail customer, in 

writing, prior to or at the time of the recommendation, full and fair disclosure of all material facts 

relating to the type and scope of services provided to the customer, including any material 

limitations of the recommendation and all material facts relating to conflicts of interest that are 

associated with the recommendation. See Exchange Act Rules 240.15l-1(a)(2)(i)(A)(3), 240.15l1(a)(2)(i)(B). 

23. As a result of the conduct described above, Respondent willfully violated the Care 

Obligation of Reg BI which, among other things, requires a broker making a recommendation to 

a retail customer to exercise reasonable diligence, care, and skill to understand the potential 

risks, rewards, and costs associated with the recommendation. See Exchange Act Rule 240.15l1(a)(2)(ii)(A). 

24. As a result of the conduct described above, Respondent willfully violated Reg 

BI’s Compliance Obligation. Reg BI’s Compliance Obligation requires brokers to establish, 

maintain, and enforce written policies and procedures reasonably designed to achieve 

compliance with Reg BI. See Exchange Act Rule 240.15l-1(a)(2)(iv). 

Disgorgement

25. The disgorgement and prejudgment interest ordered in Section IV.C is consistent 

with equitable principles and does not exceed Respondent’s net profits from its violations, and 

will be distributed to harmed investors to the extent feasible. Upon approval of the distribution 

final accounting by the Commission, any amounts remaining that are infeasible to return to 

investors, and any amounts returned to the Commission in the future that are infeasible to return 

to investors, may be transferred to the general fund of the U.S. Treasury, subject to Section 

21F(g)(3) of the Exchange Act. 

2

“Willfully,” for purposes of imposing relief under Section 15(b) of the Exchange Act and Section 203(e) 

of the Advisers Act “‘means no more than that the person charged with the duty knows what he is doing.’” 

Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir 2000) (quoting Hughes v. SEC, 174 F.2d 969, 977 (D.C. Cir. 1949)). 

There is no requirement that the actor “also be aware that he is violating one of the Rules or Acts.” Tager v. SEC, 

344 F.2d 5, 8 (2d Cir. 1965). 
TC Services’ Remedial Efforts

26. In determining to accept the Offer, the Commission considered TC Services’ 

prompt remedial efforts, that TC Services disclosed the issue to Commission staff who were in 

the process of examining TC Services, and the cooperation afforded Commission staff during the 

investigation. 

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest 

to impose the sanctions agreed to in Respondent’s Offer. Accordingly, pursuant to Sections 21C 

and 15(b) of the Exchange Act and Section 203(e) of the Advisers Act, it is hereby ORDERED 

that:

A. Respondent cease and desist from committing or causing any violations and any 

future violations of Exchange Act Rules 15l-1(a)(1) and (2). 

B. Respondent is censured.

C. Respondent shall, within 10 days of the entry of this Order, pay disgorgement, 

prejudgment interest, and a civil monetary penalty as follows: 

1. Respondent shall pay disgorgement of $936,714 and prejudgment interest of 

$103,424.91 consistent with the provisions of this Subsection C.

2. Respondent shall pay a civil monetary penalty in the amount of $1,250,000, 

consistent with the provisions of this Subsection C.

3. Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002 as amended, a 

Fair Fund is created for the penalties, disgorgement, and prejudgment interest 

described above for distribution to affected customer accounts. Amounts 

ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax 

purposes. To preserve the deterrent effect of the civil penalty, Respondent 

agrees that in any Related Investor Action, it shall not argue that it is entitled 

to, nor shall it benefit by, offset or reduction of any award of compensatory 

damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”). If the court in any Related Investor 

Action grants such a Penalty Offset, Respondent agrees that it shall, within 30 

days after entry of a final order granting the Penalty Offset, notify the 

Commission’s counsel in this action and pay the amount of the Penalty Offset 

to the Securities and Exchange Commission. Such a payment shall not be 

deemed an additional civil penalty and shall not be deemed to change the 

amount of the civil penalty imposed in this proceeding. For purposes of this 

paragraph, a “Related Investor Action” means a private damages action 
brought against Respondent by or on behalf of one or more investor based on 

substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding.

4. Within ten (10) days of the issuance of this Order, Respondent shall deposit 

the full amount of the disgorgement, prejudgment interest, and civil penalty 

(the “Fair Fund”) into an escrow account at a financial institution not 

unacceptable to the Commission staff and Respondent shall provide the 

Commission staff with evidence of such deposit in a form acceptable to the 

Commission staff. The account holding the assets of the Fair Fund shall bear 

the name and taxpayer identification number of the Fair Fund. If timely 

payment into the escrow account is not made, additional interest shall accrue 

pursuant to SEC Rule of Practice 600 -17 C.F.R. § 201.600 and/or 31 U.S.C. § 

3717.

5. Respondent shall be responsible for administering the Fair Fund and may hire 

a professional at its own cost to assist in the administration of the distribution. 

The costs and expenses of administering the Fair Fund, including any such 

professional services, shall be borne by Respondent and shall not be paid out 

of the Fair Fund.

6. Respondent shall distribute from the Fair Fund to each current or former 

affected customer an amount representing (a) the excess fees she or he paid 

for the more expensive share classes within the TIAA IRA during the time 

period June 30, 2020 and October 27, 2021, and (b) from any remaining 

funds, reasonable interest on such amounts, pursuant to a disbursement 

calculation (the “Calculation”) that will be submitted to, reviewed, and 

approved by the Commission staff in accordance with this Subsection 

C. Reasonable interest will be calculated using the Short-term Applicable 

Federal Rate plus three percent (3%), compounded quarterly from the end of 

calendar year of the excess fees through the approximate date of the 

disbursement of the funds. No portion of the Fair Fund shall be paid to any 

affected customer account in which Respondent, or any of its officers or 

directors, has a financial interest.

7. Respondent shall, within ninety (90) days from the date of this Order, submit 

a proposed Calculation to the Commission staff for review and approval. At 

or around the time of submission of the proposed Distribution Calculation to 

the staff, Respondent shall make itself available, and shall require any thirdparties or professionals retained by Respondent to assist in formulating the 

methodology for its Calculation and/or administration of the distribution to be 

available, for a conference call with the Commission staff to explain the 

methodology used in preparing the proposed Calculation and its 
implementation, and to provide the staff with an opportunity to ask questions. 

Respondent also shall provide the Commission staff such additional 

information and supporting documentation as the Commission staff may 

request for the purpose of its review. In the event of one or more objections by 

the Commission staff to Respondent’s proposed Calculation or any of its 

information or supporting documentation, Respondent shall submit a revised 

Calculation for the review and approval of the Commission staff or additional 

information or supporting documentation within ten (10) days of the date that 

the Commission staff notifies Respondent of the objection. The Calculation 

shall be subject to a de minimis threshold. The revised Calculation shall be 

subject to all of the provisions of this Subsection C.

8. Respondent shall, within thirty (30) days of written approval of the 

Calculation by the Commission staff, submit a payment file (the “Payment 

File”) for review and acceptance by the Commission staff demonstrating the 

application of the methodology to each affected customer. The Payment File 

should identify, at a minimum, (i) the name of each affected customer; and (ii) 

the net amount of the payment to be made, less any tax withholding; (iii) the 

amount of any de minimis threshold to be applied; and (iv) the amount of 

reasonable interest paid, if applicable. The Respondent shall exclude from the 

payee file all payments to payees that appear on the U.S. Treasury Department 

Specially Designated Nationals List.

9. Respondent shall disburse all amounts payable to affected customer accounts 

within ninety (90) days of the date that the Commission staff accepts the 

Payment File, unless such time period is extended as provided in Paragraph 13 

of this Subsection C. Respondent shall notify the Commission staff of the 

date(s) and the amount paid in the initial distribution.

10. If Respondent is unable to distribute or return any portion of the Fair Fund for 

any reason, including an inability to locate an affected customer or a 

beneficial owner of an affected customer or any factors beyond Respondent’s 

control, Respondent shall transfer any such undistributed funds to the 

Commission for transmittal to the United States Treasury in accordance with 

Section 21F(g)(3) of the Securities Exchange Act of 1934 when the 

distribution of funds is complete and before the final accounting provided for 

in Paragraph 12 of this Subsection C is submitted to the Commission staff. 

Payment must be made in one of the following ways:

a. Respondent may transmit payment electronically to the Commission, 

which will provide detailed ACH transfer/Fedwire instructions upon 

request;
b. Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or

c. Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:

Enterprise Services Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter 

identifying TIAA-CREF Individual & Institutional Services, LLC as 

Respondent in these proceedings, and the file number of these 

proceedings; a copy of the cover letter and check or money order must be 

sent to Alison Conn, Assistant Director, Division of Enforcement, 

Securities and Exchange Commission, 100 Pearl St., Suite 20-100, New 

York, NY 10004-2616, or such other address as the Commission staff may 

provide.

11. A Fair Fund is a Qualified Settlement Fund (“QSF”) under Section 468B(g) of 

the Internal Revenue Code (“IRC”), 26 U.S.C. §§ 1468B.1-1468B.5. 

Respondent agrees to be responsible for all tax compliance responsibilities 

associated with the Fair Fund’s status as a QSF. These responsibilities 

involve reporting and paying requirements of the Fund, including but not 

limited to: (1) tax returns for the Fair Fund; (2) information return reporting 

regarding the payments to investors, as required by applicable codes and 

regulations; and (3) obligations resulting from compliance with the Foreign 

Account Tax Compliance Act (FATCA). Respondent may retain any 

professional services necessary. The costs and expenses of tax compliance, 

including any such professional services, shall be borne by Respondent and 

shall not be paid out of the Fair Fund.

12. Within one hundred fifty (150) days after Respondent completes the 

disbursement of all amounts payable to affected customers, Respondent shall 

return all undisbursed funds to the Commission pursuant to the instructions set 

forth in this Subsection C. The Respondent shall then submit to the 

Commission staff a final accounting and certification of the disposition of the 

Fair Fund for Commission approval, which final accounting and certification 

shall include, but not be limited to: (i) the amount paid to each payee, with the 

reasonable interest amount, if any, reported separately; (ii) the date of each 
payment; (iii) the check number or other identifier of the money transferred; 

(iv) the amount of any returned payment and the date received; (v) a 

description of the efforts to locate a prospective payee whose payment was 

returned or to whom payment was not made for any reason; (vi) the total 

amount, if any, to be forwarded to the Commission for transfer to the United 

States Treasury; and (vii) an affirmation that Respondent has made payments 

from the Fair Fund to affected customers in accordance with the Calculation 

approved by the Commission staff. The final accounting and certification shall 

be submitted under a cover letter that identifies Respondent and the file 

number of these proceedings to Alison Conn, Assistant Director, Division of 

Enforcement, Securities and Exchange Commission, 100 Pearl St., Suite 20-

100, New York, NY 10004-2616, or such other address as the Commission 

staff may provide. Respondent shall provide any and all supporting 

documentation for the accounting and certification to the Commission staff 

upon its request and shall cooperate with any additional requests by the 

Commission staff in connection with the accounting and certification.

13. The Commission staff may extend any of the procedural dates set forth in this 

Subsection C for good cause shown. Deadlines for dates relating to the 

Distribution Fund shall be counted in calendar days, except that if the last day 

falls on a weekend or federal holiday, the next business day shall be 

considered to be the last day.

By the Commission.

Vanessa A. Countryman

Secretary