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

 UNITED STATES OF AMERICA 
 Before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES ACT OF 1933 
Release No. 11314 / September 30, 2024 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 101221 / September 30, 2024 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22223 
 
 
 
 
In the Matter of 
 
TD SECURITIES (USA) LLC 
 
Respondent. 
 
 
 
 
 
 
ORDER INSTITUTING 
ADMINISTRATIVE AND CEASE-AND-
DESIST PROCEEDINGS PURSUANT 
TO SECTION 8A OF THE SECURITIES 
ACT OF 1933 AND SECTION 15(b) OF 
THE SECURITIES EXCHANGE ACT 
OF 1934, MAKING FINDINGS, AND 
IMPOSING REMEDIAL SANCTIONS 
AND A CEASE-AND-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 Section 8A of the Securities Act of 1933 (“Securities Act”) and Section 15(b) 
of the Securities Exchange Act of 1934 (“Exchange Act”) against TD Securities (USA) LLC (“TDS” 
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, Respondent admits the Commission’s jurisdiction over it and the subject 
matter of these proceedings, and consents to the entry of this Order Instituting Administrative and 
Cease-and-Desist  Proceedings, Pursuant  to Section 8A of  the  Securities  Act  of  1933 and Section 
15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions 
and a Cease-and-Desist Order (“Order”), as set forth below.  

2 
III. 
On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
Summary 
1. From April 2018 to May 2019 (the “Relevant Period”), a trader employed by TDS in 
its U.S. Treasury trading desk (the “Trader”) engaged in hundreds of instances of “spoofing” in the 
U.S.  Treasury  cash  market.   This  entailed  creating the  false  appearance  of  buy  or  sell  interest by 
entering orders on one side of the market, which the Trader had no intention of executing, to obtain 
more favorable execution prices on bona fide orders on the other side of the market.  To mask his 
true intentions, the Trader employed so called “iceberg” orders, which hid from the market the true 
size of the bona fide orders.  Once these iceberg orders were successfully filled, in whole or in part, 
the Trader would cancel the non-bona fide buys or sells. 
2. During the Relevant Period, Respondent lacked a pre-trade, order-based surveillance 
system or other meaningful control to detect or prevent spoofing in the U.S. Treasury cash market.  
TDS did receive warnings – internally and externally – of potentially irregular and improper trading 
activity by the Trader in the U.S. Treasury cash market, as well as other markets.  TDS failed to take 
reasonable steps to scrutinize the Trader’s trading activity more closely thereafter.  
Respondent 
3. TDS is  a Delaware  Limited  Liability  Company  headquartered  in  New York,  New 
York.  TDS  is  a  broker-dealer  registered  with  the  Commission  pursuant  to  Section  15(b)  of  the 
Exchange Act. 
Facts 
4. TDS  maintains  a  desk  that  trades  in  U.S.  Treasury  cash  securities  and  futures 
contracts (the “Desk”).  The Trader became head of the Desk in November 2017 and remained in 
that position throughout the Relevant Period.  The Trader traded  on behalf  of TDS in the firm’s 
proprietary trading account, and thus the profits of those trades inured to TDS until the Trader was 
terminated by TDS in June 2019. 
5. During the Relevant Period, TDS’s policies  and  procedures prohibited  market 
manipulation,  including  spoofing. TDS  also  conducted  annual  compliance  training,  which 
included information about and a prohibition on spoofing, as well as periodic updates on regulatory 
actions involving spoofing.  
6. TDS did  not  have a U.S.  Treasury  cash  spoofing  surveillance system or  other 
meaningful control in place to detect or surveil spoofing in the U.S. Treasury cash market during 
the Relevant Period.   
                                                 
1
 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding 
on any other person or entity in this or any other proceeding. 

3 
7. Beginning in mid-2018, TDS received warnings that the Trader might be engaged 
in  improper  trading  activity,  including  spoofing in the  U.S.  Treasury  cash  market and  another 
market. 
8. In August 2018, a TDS in-house surveillance system in a market other than the U.S. 
Treasury cash market generated a “Stage 2” alert for potential spoofing by the Trader.
2
  This was 
the only Stage 2 spoofing alert generated by the surveillance system during the Relevant Period 
and required review by the Trader’s supervisor as well as TDS compliance.  However, TDS did 
not conduct the investigation required under its internal procedures, and the Trader continued to 
trade without further supervision. 
9. In  October  2018,  a  third-party trading platform identified  for TDS  a  pattern  of 
potential spoofing in the Trader’s trading activity in the U.S. Treasury cash market.  In response, 
TDS solicited an explanation from the Trader and provided the explanation to the trading platform.  
TDS  did  not  perform  any  additional  review  of  the trading,  and the  Trader continued  to  trade 
without heightened supervision by TDS. 
10. On May 14, 2019, a different trading platform contacted TDS regarding a pattern 
of rapid order placements and cancellations by the Trader in U.S. Treasury cash securities.  The 
platform also provided TDS with the supporting data that prompted the outreach.  TDS suspended 
the trader the next day and commenced an investigation.  
11. TDS’s review of  the  data relating  to  the  May  14, 2019, inquiry showed  that the 
Trader had placed iceberg buy orders in U.S. Treasury cash securities prior to placing larger, fully 
displayed  sell  orders  in  the  same  security.  After  a  portion  of  each  iceberg  buy  order  had  been 
executed, the Trader canceled the orders on both sides of the market.  The sequence of orders and 
executions  occurred  in  less  than  one  minute  and  was  then  repeated  with  further  executions  of 
iceberg buy orders. 
                                                 
2
 A “Stage 2” alert arises where the initial Global Trade Surveillance team member assigned to an 
alert is unable to determine whether the alert is a false positive based upon the available evidence.  

4 
12. The following is an actual and representative trade in 10-year Treasury notes that 
the platform identified for TDS: 
Bona Fide Buy (at “Best Bid”) 
Time at Second Mark 
(at 8:43AM) 
Spoofing Sale (at “Best Ask”) 
Iceberg order for $400 million 21.311  
 23.267 First fully displayed order: $800 million 
$101 million of the buy order is filled 23.285 – 24.528   
 26.384 
Second fully displayed order: $800 million 
($1.6 billion in spoof orders) 
$38 million more of the buy order is filled  
($139 million total) 
26.396 – 26.414   
 28.829 
Third fully displayed order: $600 million 
($2.2 billion in spoof orders) 
$37 million more of the buy order is filled  
($176 million total) 
28.842 – 28.855   
 31.333 – 31.343 All three sales (spoofs) cancelled 
Balance of buy order is cancelled 34.115  
 
13. The  trade above reflects  a  bona  fide  $400  million iceberg buy  order,  offset  by 
substantially  larger,  fully  displayed spoofing  sale  orders,  which  had  the  effect  of  artificially 
lowering the execution price of the bona fide buy order. 
14. The Trader executed a similar sequence roughly eight seconds later. 
 
15. TDS also identified  similar  spoofing  loops by the  Trader from  March and May 
2019.  
16. By engaging in the activity described above during the Relevant Period, the Trader 
violated Section 9(a)(2) of the Exchange Act. 
17. On June 4, 2019, TDS terminated the Trader’s employment, after concluding that 
the Trader’s activities violated TDS’s Compliance Manual, which contains a series of “Prohibited 
Practices,” including “spoofing.” “Spoofing” is  defined  as a  series  of  events  in  which a  trader 
“places and immediately cancels  a  quote  in  an  attempt  to  trigger  a  market  movement  that  the 
[trader] then takes advantage of to establish or liquidate a position.”   
18. On June 28, 2019, TDS filed a Form U5 and a report pursuant to FINRA Rule 4530, 
which  described the Trader’s conduct  and  termination as follows: “The individual’s activities 
violated  [TDS]’s  Compliance  Manual  which  in  accordance  with  industry  standards  of  conduct 
prohibits  the  placement  and  subsequent  cancellation  of  a  quote  in  an  attempt  to  trigger  market 
movement to the advantage of the market participant.”  
19. TDS  profited  from  the  above-described  conduct  by  executing  buy  orders  for 
Treasury securities at  lower prices, or sell  orders for Treasury securities at  higher prices, than  it 
otherwise would have secured absent the Trader’s manipulative trading.  TDS earned profits of at 
least $400,000 from the Trader’s activity during the Relevant Period.  

5 
20. After terminating the Trader, TDS developed an in-house cash Treasuries spoofing 
surveillance model, implemented a third-party trade surveillance system, and conducted additional 
training related to spoofing.   
Violations 
21. As a result of the conduct described above, TDS willfully violated Section 17(a)(3) 
of the Securities Act, which makes it unlawful for “any person in the offer or sale of securities . . . 
to  engage  in  any  transaction,  practice  or  course  of  business which operates  or would  operate  as  a 
fraud or deceit upon the purchaser.”  A violation of the foregoing provision does not require scienter 
and may rest on a finding of negligence. See Aaron v. S.E.C., 446 U.S. 680, 685 & 701-02 (1980). 
22. As a result of the conduct described above, TDS failed reasonably to supervise the 
Trader within the meaning of Section 15(b)(4)(E) of the Exchange Act with a view to preventing 
and detecting his violations of Section 9(a)(2) of the Exchange Act. 
Disgorgement 
23. The disgorgement and prejudgment interest ordered in paragraph IV.C. is consistent 
with equitable principles, does not exceed Respondent’s net profits from its violations, and returning 
the  money  to  Respondent  would  be  inconsistent  with  equitable  principles.  Therefore,  in  these 
circumstances, distributing disgorged funds to the U.S. Treasury is the most equitable alternative.  
The disgorgement and prejudgment interest ordered in paragraph IV.C. shall be transferred to the 
general fund of the U.S. Treasury, subject to Section 21F(g)(3) of the Exchange Act. 
IV. 
In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions agreed to in Respondent TDS’s Offer. 
Accordingly, pursuant to Section 8A of the Securities Act and Section 15(b) of the Exchange 
Act, it is hereby ORDERED that: 
A.  Respondent TDS cease and desist from committing or causing any violations and any 
future violations of Section 17(a)(3) of the Securities Act. 
B.  Respondent TDS is censured. 
C.  Respondent  TDS  shall,  within thirty (30)  days  of  the  entry  of  this  Order,  pay 
disgorgement  of  $400,000  and  prejudgment  interest of $135,700 to  the  Securities  and  Exchange 
Commission for transfer to the general fund of the United States Treasury, subject to Exchange Act 
Section 21F(g)(3).  If timely payment of disgorgement is not made, additional interest shall accrue 
pursuant to SEC Rule of Practice 600. 
D.  Respondent TDS shall, within thirty (30) days of the entry of this Order, pay a civil 
money penalty in the amount of $6.5 million to the Securities and Exchange Commission for transfer 

6 
to  the  general  fund  of the United  States  Treasury,  subject  to Exchange  Act  Section  21F(g)(3). If 
timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717.   
Payment must be made in one of the following ways: 
(1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request; 
 
(2) 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 
 
(3) 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 TD 
Securities  (USA)  LLC  as  the  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 D. Mark Cave, 
Associate Director, Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, 
Washington, DC 20549. 
  

7 
E. 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 investors based on substantially the same facts 
as alleged in the Order instituted by the Commission in this proceeding. 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
       Secretary 
 

UNITED STATES OF AMERICA 

 Before the 

 SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES ACT OF 1933 

Release No. 11314 / September 30, 2024 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 101221 / September 30, 2024 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22223 

 

 

 

 

In the Matter of 

 

TD SECURITIES (USA) LLC 

 

Respondent. 

 

 

 

 

 

 

ORDER INSTITUTING 

ADMINISTRATIVE AND CEASE-AND-

DESIST PROCEEDINGS PURSUANT 

TO SECTION 8A OF THE SECURITIES 

ACT OF 1933 AND SECTION 15(b) OF 

THE SECURITIES EXCHANGE ACT 

OF 1934, MAKING FINDINGS, AND 

IMPOSING REMEDIAL SANCTIONS 

AND A CEASE-AND-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 Section 8A of the Securities Act of 1933 (“Securities Act”) and Section 15(b) 

of the Securities Exchange Act of 1934 (“Exchange Act”) against TD Securities (USA) LLC (“TDS” 

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, Respondent admits the Commission’s jurisdiction over it and the subject 

matter of these proceedings, and consents to the entry of this Order Instituting Administrative and 

Cease-and-Desist Proceedings, Pursuant to Section 8A of the Securities Act of 1933 and Section 

15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions 

and a Cease-and-Desist Order (“Order”), as set forth below.  



2 

III. 

On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

Summary 

1. From April 2018 to May 2019 (the “Relevant Period”), a trader employed by TDS in 

its U.S. Treasury trading desk (the “Trader”) engaged in hundreds of instances of “spoofing” in the 

U.S. Treasury cash market.  This entailed creating the false appearance of buy or sell interest by 

entering orders on one side of the market, which the Trader had no intention of executing, to obtain 

more favorable execution prices on bona fide orders on the other side of the market.  To mask his 

true intentions, the Trader employed so called “iceberg” orders, which hid from the market the true 

size of the bona fide orders.  Once these iceberg orders were successfully filled, in whole or in part, 

the Trader would cancel the non-bona fide buys or sells. 

2. During the Relevant Period, Respondent lacked a pre-trade, order-based surveillance 

system or other meaningful control to detect or prevent spoofing in the U.S. Treasury cash market.  

TDS did receive warnings – internally and externally – of potentially irregular and improper trading 

activity by the Trader in the U.S. Treasury cash market, as well as other markets.  TDS failed to take 

reasonable steps to scrutinize the Trader’s trading activity more closely thereafter.  

Respondent 

3. TDS is a Delaware Limited Liability Company headquartered in New York, New 

York.  TDS is a broker-dealer registered with the Commission pursuant to Section 15(b) of the 

Exchange Act. 

Facts 

4. TDS maintains a desk that trades in U.S. Treasury cash securities and futures 

contracts (the “Desk”).  The Trader became head of the Desk in November 2017 and remained in 

that position throughout the Relevant Period.  The Trader traded on behalf of TDS in the firm’s 

proprietary trading account, and thus the profits of those trades inured to TDS until the Trader was 

terminated by TDS in June 2019. 

5. During the Relevant Period, TDS’s policies and procedures prohibited market 

manipulation, including spoofing. TDS also conducted annual compliance training, which 

included information about and a prohibition on spoofing, as well as periodic updates on regulatory 

actions involving spoofing.  

6. TDS did not have a U.S. Treasury cash spoofing surveillance system or other 

meaningful control in place to detect or surveil spoofing in the U.S. Treasury cash market during 

the Relevant Period.   

                                                 
1 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding 

on any other person or entity in this or any other proceeding. 



3 

7. Beginning in mid-2018, TDS received warnings that the Trader might be engaged 

in improper trading activity, including spoofing in the U.S. Treasury cash market and another 

market. 

8. In August 2018, a TDS in-house surveillance system in a market other than the U.S. 

Treasury cash market generated a “Stage 2” alert for potential spoofing by the Trader.2  This was 

the only Stage 2 spoofing alert generated by the surveillance system during the Relevant Period 

and required review by the Trader’s supervisor as well as TDS compliance.  However, TDS did 

not conduct the investigation required under its internal procedures, and the Trader continued to 

trade without further supervision. 

9. In October 2018, a third-party trading platform identified for TDS a pattern of 

potential spoofing in the Trader’s trading activity in the U.S. Treasury cash market.  In response, 

TDS solicited an explanation from the Trader and provided the explanation to the trading platform.  

TDS did not perform any additional review of the trading, and the Trader continued to trade 

without heightened supervision by TDS. 

10. On May 14, 2019, a different trading platform contacted TDS regarding a pattern 

of rapid order placements and cancellations by the Trader in U.S. Treasury cash securities.  The 

platform also provided TDS with the supporting data that prompted the outreach.  TDS suspended 

the trader the next day and commenced an investigation.  

11. TDS’s review of the data relating to the May 14, 2019, inquiry showed that the 

Trader had placed iceberg buy orders in U.S. Treasury cash securities prior to placing larger, fully 

displayed sell orders in the same security.  After a portion of each iceberg buy order had been 

executed, the Trader canceled the orders on both sides of the market.  The sequence of orders and 

executions occurred in less than one minute and was then repeated with further executions of 

iceberg buy orders. 

                                                 
2 A “Stage 2” alert arises where the initial Global Trade Surveillance team member assigned to an 

alert is unable to determine whether the alert is a false positive based upon the available evidence.  



4 

12. The following is an actual and representative trade in 10-year Treasury notes that 

the platform identified for TDS: 

Bona Fide Buy (at “Best Bid”) 
Time at Second Mark 

(at 8:43AM) 
Spoofing Sale (at “Best Ask”) 

Iceberg order for $400 million 21.311  

 23.267 First fully displayed order: $800 million 

$101 million of the buy order is filled 23.285 – 24.528   

 26.384 
Second fully displayed order: $800 million 

($1.6 billion in spoof orders) 

$38 million more of the buy order is filled  

($139 million total) 
26.396 – 26.414   

 28.829 
Third fully displayed order: $600 million 

($2.2 billion in spoof orders) 

$37 million more of the buy order is filled  

($176 million total) 
28.842 – 28.855   

 31.333 – 31.343 All three sales (spoofs) cancelled 

Balance of buy order is cancelled 34.115  
 

13. The trade above reflects a bona fide $400 million iceberg buy order, offset by 

substantially larger, fully displayed spoofing sale orders, which had the effect of artificially 

lowering the execution price of the bona fide buy order. 

14. The Trader executed a similar sequence roughly eight seconds later. 

 

15. TDS also identified similar spoofing loops by the Trader from March and May 

2019.  

16. By engaging in the activity described above during the Relevant Period, the Trader 

violated Section 9(a)(2) of the Exchange Act. 

17. On June 4, 2019, TDS terminated the Trader’s employment, after concluding that 

the Trader’s activities violated TDS’s Compliance Manual, which contains a series of “Prohibited 

Practices,” including “spoofing.” “Spoofing” is defined as a series of events in which a trader 

“places and immediately cancels a quote in an attempt to trigger a market movement that the 

[trader] then takes advantage of to establish or liquidate a position.”   

18. On June 28, 2019, TDS filed a Form U5 and a report pursuant to FINRA Rule 4530, 

which described the Trader’s conduct and termination as follows: “The individual’s activities 

violated [TDS]’s Compliance Manual which in accordance with industry standards of conduct 

prohibits the placement and subsequent cancellation of a quote in an attempt to trigger market 

movement to the advantage of the market participant.”  

19. TDS profited from the above-described conduct by executing buy orders for 

Treasury securities at lower prices, or sell orders for Treasury securities at higher prices, than it 

otherwise would have secured absent the Trader’s manipulative trading.  TDS earned profits of at 

least $400,000 from the Trader’s activity during the Relevant Period.  



5 

20. After terminating the Trader, TDS developed an in-house cash Treasuries spoofing 

surveillance model, implemented a third-party trade surveillance system, and conducted additional 

training related to spoofing.   

Violations 

21. As a result of the conduct described above, TDS willfully violated Section 17(a)(3) 

of the Securities Act, which makes it unlawful for “any person in the offer or sale of securities . . . 

to engage in any transaction, practice or course of business which operates or would operate as a 

fraud or deceit upon the purchaser.”  A violation of the foregoing provision does not require scienter 

and may rest on a finding of negligence. See Aaron v. S.E.C., 446 U.S. 680, 685 & 701-02 (1980). 

22. As a result of the conduct described above, TDS failed reasonably to supervise the 

Trader within the meaning of Section 15(b)(4)(E) of the Exchange Act with a view to preventing 

and detecting his violations of Section 9(a)(2) of the Exchange Act. 

Disgorgement 

23. The disgorgement and prejudgment interest ordered in paragraph IV.C. is consistent 

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

the money to Respondent would be inconsistent with equitable principles.  Therefore, in these 

circumstances, distributing disgorged funds to the U.S. Treasury is the most equitable alternative.  

The disgorgement and prejudgment interest ordered in paragraph IV.C. shall be transferred to the 

general fund of the U.S. Treasury, subject to Section 21F(g)(3) of the Exchange Act. 

IV. 

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

impose the sanctions agreed to in Respondent TDS’s Offer. 

Accordingly, pursuant to Section 8A of the Securities Act and Section 15(b) of the Exchange 

Act, it is hereby ORDERED that: 

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

future violations of Section 17(a)(3) of the Securities Act. 

B.  Respondent TDS is censured. 

C.  Respondent TDS shall, within thirty (30) days of the entry of this Order, pay 

disgorgement of $400,000 and prejudgment interest of $135,700 to the Securities and Exchange 

Commission for transfer to the general fund of the United States Treasury, subject to Exchange Act 

Section 21F(g)(3).  If timely payment of disgorgement is not made, additional interest shall accrue 

pursuant to SEC Rule of Practice 600. 

D.  Respondent TDS shall, within thirty (30) days of the entry of this Order, pay a civil 

money penalty in the amount of $6.5 million to the Securities and Exchange Commission for transfer 



6 

to the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If 

timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717.   

Payment must be made in one of the following ways: 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request; 

 

(2) 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 

 

(3) 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 TD 

Securities (USA) LLC as the 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 D. Mark Cave, 

Associate Director, Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, 

Washington, DC 20549. 

  



7 

E. 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 investors based on substantially the same facts 

as alleged in the Order instituted by the Commission in this proceeding. 

 By the Commission. 

 

 

 

Vanessa A. Countryman 

       Secretary 

 


	I.
	II.
	III.
	Summary
	Respondent
	Facts
	Violations
	Disgorgement
	IV.