TD Ameritrade Inc. agreed to buy back $456 million of auction-rate securities from its clients as part of a settlement with New York Attorney General Andrew Cuomo, the U.S. Securities and Exchange Commission and Pennsylvania securities regulators.

The settlement came as the New York Attorney General warned discount brokerage Charles Schwab & Co. that it plans to sue the company for civil fraud if it does not reach an agreement in a few days to buy back the securities from its clients. Schwab has said Cuomo's allegations are without merit.

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