The TIAA Personal Portfolio Program (the “Program”) is an interactive investment advisory service provided through Advice and Planning Services (“APS”), a division of TIAA-CREF Individual & Institutional Services, LLC (“TC Services”, “we” or “our”). APS sponsors, administers and manages the Program. APS also provides other separate managed account and investment advisory services, as described under “Other Advisory Services” in Item 6. Teachers Insurance and Annuity Association of America (“TIAA”), an insurance company, is the direct parent of TC Services (and its APS division). TC Services is registered with the SEC as both an investment adviser and broker-dealer, and is also a member of the Financial Industry Regulatory Authority (“FINRA”). As a broker-dealer, TC Services is involved in the sale of securities, including but not limited to variable annuities, mutual funds and individual equity and fixed income securities. TC Services provides retail brokerage services under the name “TIAA Brokerage Services.” As noted above, TC Services provides investment advisory services as a registered investment adviser to individuals under the name APS. TIAA provides a variety of services that are material to TC Services’ investment advisory activities, including administrative, legal and marketing support. All TC Services personnel are employees of, or contracted through, TIAA. Certain officers and directors of TC Services also serve in similar capacities with other affiliates. TC Services has also entered into an arrangement with TIAA Trust, N.A (“TIAA Trust”), an affiliated national trust bank company wholly owned by TIAA, whereby TIAA Trust personnel formulate the investment advice for the Program (acting under its trust powers). These relationships result in conflicts of interest described throughout this Disclosure Brochure and mitigated through such disclosures. This Disclosure Brochure describes the Program and the compensation APS and its affiliates receive in connection with the services provided through the Program. You should carefully consider the information set forth in this Disclosure Brochure in your evaluation of, and continued enrollment in the Program. TIAA and TC Services maintain a website, available at https://www.tiaa.org/relationshipdisclosures that contains this Disclosure Brochure, the TC Services Form ADV Part 2A disclosure brochure, and other important disclosures related to its retail advisory services. The TIAA Personal Portfolio Program The Program is a fee-based discretionary advisory service offered online through an interactive website, mobile application or other electronic platform that is used to operate the Program (the “Site”). As of May 15, 2020, the Program is no longer accepting new Program accounts. Program accounts will be managed as outlined in this Disclosure Brochure and in accordance with the agreement you entered into upon enrollment (the “Advisory Agreement”). Participation in the Program requires your consent to receive communications relating to the Program by electronic delivery, and APS will interact with you primarily through the Site. The Program manages portfolios using a model-based approach that follows long-term investing principles. With TIAA Personal Portfolio, you receive: Professional investment management inclusive of asset allocation design and investment manager selection resulting in a model portfolio designed to align to your individual goal, your tolerance for risk (“risk level”) and defined investing preferences.
• Regular review of the mutual funds and exchange traded funds utilized in your Program account.
• Rebalancing to keep your Program account in line with your investment strategy.
• Detailed performance reporting and goal tracking to help you monitor your progress.
• Access to investment adviser representatives that service the Program, referred to as Advisory Consultants, when you need help along the way. Advisory Consultants can also make recommendations to contribute or consolidate (through a rollover or transfer) assets in Program accounts as described in this Item 4 under “Servicing and the Role of Advisors.” Wealth Management Advisors (“WMAs”), registered as investment adviser representatives, can also make these recommendations, but do not typically assist with servicing the Program accounts. The Advisory Consultants and WMAs are collectively referred to as “Advisors” in this Disclosure Brochure. The functions performed by Advisors regarding the Program account are referred to as “Servicing” in this brochure. The Program is appropriate for you if you have a minimum three-year investment timeframe and a $5,000 minimum investment. As a client of the Program, consider the following:
• You may wish to consider separately setting aside an emergency fund consisting of cash or liquid investments in addition to any amounts you choose to invest in the Program.
• If you have a workplace retirement savings plan through your employer, you may want to consider setting aside the maximum allowable amount in that plan before contributing additional funds to a Program account. This amount will vary depending on your age.
• While it is important to invest in your future, it may also make sense to pay off your debt, particularly high- interest debt, first. Before investing additional funds in a TIAA Personal Portfolio or any other type of investment account, consider your debt balances. If you feel like you’ve addressed these considerations, investing additional amounts in your TIAA Personal Portfolio can be a helpful way to pursue long-term goals. For taxable Program accounts, you can deposit as much as you’d like, with online contributions limited to $250,000 per day. If you’d like to contribute an amount greater than this, please call an Advisory Consultant at 844-362-8422 or your WMA. For individual retirement account (“IRA”) Program accounts, your contribution amounts are subject to the limits established by the Internal Revenue Service. See https://www.irs.gov for more information. Scope of Services and Applicable Standards This section describes the scope of the registered investment adviser (“RIA”) services provided by APS, the separate broker-dealer services provided by TC Services’ broker-dealer division and the standards of care that apply to each. Under the standards applicable to each, we are required to act in your best interest and not put our interests ahead of yours. There are also important differences in the standards and the way we make money for our services, as described here. Standard of Care for the Program, Investment Management Services and Servicing Activities. TC Services provides the Program, its investment management services, and the Servicing activities performed by Advisors as an RIA through its APS division and is subject to a fiduciary duty under the Investment Advisers Act of 1940, as amended (“Advisers Act”). This means that APS and its Advisors are required to act in your best interest pursuant to duties of loyalty and care. These duties require us to either avoid or disclose and mitigate material conflicts of interest with clients. The duties also require us to provide ongoing monitoring of our recommendations to contribute or consolidate assets in a Program account as defined in our disclosures and/or agreements for the advisory services. See “Review of Accounts” under Item 9 for more information on the review of recommendations. Additionally, there are two circumstances under which we are subject to a fiduciary duty under the Internal Revenue Code (“IRC”), the Employee Retirement Securities Act of 1974 (“ERISA”) and our internal policies in connection with the Program. They are as follows:
• Program Investment Management Services. The investment management services APS provides to Program accounts that are individual retirement accounts (“IRAs”) or employer sponsored retirement plans subject to ERISA are subject to an additional fiduciary obligation under the IRC and ERISA, respectively, that require us to avoid certain conflicts of interest, which we do through compliance with applicable Department of Labor Advisory Opinions and Prohibited Transaction Exemptions. We collectively refer to this duty as a “Plan Advice Fiduciary Duty.” Generally, a Plan Advice Fiduciary Duty requires us to avoid conflicts of interest. Specifically, we provide an affiliated Fund fee credit to employer sponsored retirement plans and IRAs enrolled in the Program as described in this Item 4 under “Affiliated Fund Fee Credit – for IRAs and Accounts Subject to ERISA.”
• Retirement Plan Enrollment and Rollover Transfer Recommendations. Recommendations by an Advisor to enroll in the Program through an IRA or an employer retirement plan subject to ERISA and/or rollover or transfer assets into or from an IRA or an employer retirement plan subject to ERISA are also subject to a fiduciary duty under the IRC and ERISA, respectively. When we provide these recommendations to you, the way we make money creates certain conflicts with your interests. Therefore, we must operate under impartial conduct standards and internal policies and procedures that require us to act in your best interest and not put our interests ahead of yours. When we provide investment advice to you regarding your plan(s), we are fiduciaries within the meaning of the IRC and ERISA, as applicable. Certain employer retirement plans (like governmental plans) are not covered by ERISA and its impartial conduct standards. However, our internal policies and procedures require us to adhere to the same fiduciary standard and requirements when we provide you with these types of recommendation. Broker-Dealer Services Provided Outside of the Program. TC Services also provides broker- dealer services through its Advisors and Brokerage Service Representatives. Any securities transactions recommended outside of the Program are provided to you by TC Services, through its representatives acting in their capacity as registered broker-dealer representatives - for example, any specific investment recommendations provided for your employer-sponsored plan record kept at TIAA (“Plan”). These broker- dealer recommendations and any subsequent implementation are separate and distinct from our investment advisory services offered as an RIA. When acting in a broker-dealer capacity, the recommendations provided are subject to a best interest standard under Regulation Best Interest of the Securities Exchange Act of 1934 (“Reg BI”). Reg BI requires us to act in your best interest at the time we make the recommendations without placing our interests ahead of yours. When acting in a broker-dealer capacity, we must also observe high standards of commercial honor and just and equitable principles of trade under FINRA rules. Under an applicable broker-dealer best interest standard, however, TC Services does not assume or agree to any ongoing duties with respect to these recommendations. We do not charge for the recommendations we provide as a broker-dealer in the Program, although you will bear the underlying costs of the associated investments if you implement a recommendation. Our Advisors and Brokerage Service Representatives who solicit insurance products, such as annuities, life insurance and long term care insurance, are subject to standards of care under applicable state laws. We do not have an investment advisory relationship with you when acting as a broker-dealer or insurance agent. Additionally, we do not have a fiduciary obligation to you when acting as a broker-dealer or insurance agent, except for when we provide certain types of recommendations to you with respect to your retirement plan or IRA at TIAA (specifically, recommendations to enroll in an IRA, IRA and retirement plan rollover and transfer recommendations and recommendations to annuitize annuity holdings in a retirement plan or IRA at TIAA). We have a fiduciary obligation for these recommendations under other federal laws and our internal policies, as set forth in additional disclosures you will receive at the time we provide such recommendations. Separately, a few states impose a fiduciary standard of conduct more broadly on the various types of investment recommendations we make as a broker-dealer to their residents under their respective laws. Additionally, some but not all of our representatives hold the Certified Financial Planner (“CFP”) designation and are bound by the CFP Code of Ethics and Standards of Conduct which requires that they meet a fiduciary standard when making investment recommendations. While both the fiduciary duty standard and the broker-dealer best interest standard require us to act in your best interest and not put our interests ahead of yours, a fiduciary duty is a broader duty. Regarding the Program the fiduciary duty applicable to APS includes, among other things, the duty to provide ongoing advice as defined in our disclosures and/or agreements for the advisory services. However, it is important to note that the scope of our investment advisory services and our fiduciary duty differs depending on the advisory service we provide. Accordingly, the fiduciary duty that extends to our registered investment advisory services is specific to each advisory service and lasts for the duration of that particular service. Specifically:
• For the Program, the fiduciary duty extends to our recommendation of the account and the portfolio management of your enrolled assets and lasts for as long as you are enrolled in the Program.
• For our financial planning services, the fiduciary duty extends only to the provision of the financial plan or recommendation and ends after an Advisor delivers the report generated in connection with the financial planning service or makes the recommendation. See the TC Services APS disclosure brochure at https://www.tiaa.org/public/pdf/tc_adv_program.pdf. For broker-dealer services, which include recommendations, the best interest standard applies only at the time of the recommendation. Representatives Acting in Different Capacities with the Same Client. As an example of how our Advisors may act in different capacities, during your interaction with an Advisor you may receive:
• A financial plan in which your Advisor acts as an investment adviser representative;
• A broker-dealer recommendation in which your Advisor acts as a broker-dealer representative (and insurance agent for annuity transactions), such as recommendations on how to allocate assets within your Plan; and/or
• A recommendation to contribute to or consolidate assets into a Program account, assistance with and/or ongoing servicing of your Program account, such as the periodic outreach described below, where your Advisor acts as an investment adviser representative. The chart on the following page summarizes the types of investment advisory and broker-dealer services we provide. We provide investment advisory services under a fiduciary duty when: We provide recommendations to you as a broker dealer service under a best interest standard* when:
• We provide you with the financial planning services described in a separate disclosure document that you receive with that service.
• You enroll in the TIAA Portfolio Advisor or TIAA Personal Portfolio (closed to new investors) wrap fee managed account services and we manage your account on an ongoing basis.
• We recommend that you open, contribute to, or consolidate assets into our TIAA Portfolio Advisor and TIAA Personal Portfolio (closed to new investors) wrap fee programs or TIAA Trust’s Private Asset Management (“PAM”) service. Note: our affiliated national trust bank, TIAA Trust, provides investment management services for PAM as a fiduciary under its trust powers (and not as an RIA) when you enroll in PAM.
• We provide you with an Investment Plan report or otherwise recommend you purchase or sell specific investments within your employer plans record kept by TIAA (“TIAA Plan”), the TIAA IRAs or certain TIAA-CREF Life Insurance Company (“TIAA Life”) annuities;
• We recommend you open, contribute or enroll in a brokerage account, TIAA/IS IRA or variable annuity, including consolidating assets via a TIAA/IS IRA or plan rollover or transfer; or
• We recommend you create a lifetime income stream by annuitizing affiliated variable annuity holdings at TIAA. * As described above, our broker-dealer services involving the recommendations described above for your retirement plan and IRA assets at TIAA also are subject to a fiduciary standard of conduct under other federal laws or our internal policies. Separately, a few states impose a fiduciary standard of conduct more broadly on the investment recommendations described above that we make as a broker-dealer to their residents under their respective laws. Additionally, some but not all of our representatives hold the CFP designation and are bound by the CFP Code of Ethics and Standards of Conduct which requires they meet a fiduciary standard when making investment recommendations. We also offer broker-dealer educational services through TIAA and client facing representatives that do not involve a recommendation and thus are not subject to Reg BI or a separate fiduciary standard, including:
• Information about investing;
• Information about accounts/products available at TIAA;
• Education and enrollment services, including help with contributions, servicing and distribution needs for your TIAA Plans and other TIAA accounts; and
• Various educational online tools and calculators available through TIAA.org. For more information on these services see our Form CRS and Reg BI disclosures which can be found at https://www.tiaa.org/relationshipdisclosures. Program Investment Management Services This section describes the investment management services provided with a Program account. Model-Based Portfolios. A variety of model portfolios, created by the Program’s sub-advisor, are used to manage Program accounts. APS has hired TIAA Trust as sub-advisor for the Program and oversees and monitors its performance. The model portfolios range from aggressive to conservative risk levels. Based on a review of the investment goal, risk tolerance level, investment timeframe and preference for certain investment options that are available through the Program (referred to as “Investing Styles” in this Disclosure Brochure as described further in Item 6) that you provide through the Site, you receive an investment strategy from a series of model portfolios created for the Program. Your assets will thereafter be managed in accordance with the investment strategy. Adjustments will be made to the model portfolios from time to time, in consideration of changes in market conditions and in a manner that is consistent with the long- term orientation of the Program as described in Item 6 under “Methods of Analysis, Investment Strategies and Risk of Loss.” Your investment strategy is based on and limited to only the information you provide through the Site in connection with your Program account. The Program will continue to rely on such information in managing your Program account. Therefore, it is important that the information you provide through the Site is accurate and complete, and that you update that information promptly if it changes. The Program will not independently verify any information you provide through the Site. While the Site may allow you to enter information regarding accounts that you have outside of the Program account (“Other Accounts”), the Program uses that information solely for the purpose of calculating your potential retirement income in connection with online retirement tools provided on the Site. The Program will not consider information about your Other Accounts in managing your Program account. The Program also does not manage any of your Other Accounts. Portfolio Investments. The Program currently uses a variety of registered funds, including mutual funds and exchange traded funds (“ETFs”) (mutual funds and ETFs are collectively referred to as “Funds”) to build a Program account of diversified holdings appropriate for clients enrolled in the Program. The Program, at APS’ discretion, will use all or a subset of these Funds to construct the model portfolios. The Funds include affiliated TIAA investment products as well as unaffiliated investment products. TIAA investment products are sponsored, managed, advised or manufactured by TIAA affiliates, such as the TIAA family of mutual funds and the various registered mutual funds of Nuveen Investments, Inc. (we refer to all such affiliated products as “Affiliated Funds” in this Disclosure Brochure). See “Use of Affiliated Funds and Two Levels of Fees” in this The Program selects investments from the universe of Funds (including affiliated Funds) that are available through the fund platform sponsored by the Program’s qualified custodian, Pershing, LLC (“Pershing”), and that do not include a surcharge on purchases and sales of the Fund or a Fund’s share class (the “Universe”). APS may from time to time, at its discretion, select Funds or Fund share classes that may become subject to the surcharge (and in those instances APS will, under its current policy, bear the cost). APS has a conflict of interest in deciding to exclude Funds or Fund share classes that would result in additional trading expenses, such as surcharges, because doing so allows APS to minimize its own costs. By imposing this limitation, the Program generally excludes Funds or Funds’ share classes that do in some cases have superior performance, lower expense ratios, and/or other potentially more favorable investment metrics, and would otherwise be selected for use in the Program by TIAA Trust if not for this limitation imposed by APS. The Program seeks to mitigate this conflict by disclosing it to you. TIAA Trust’s managed account service, PAM, is not subject to these limitations and may invest in these surcharged Funds. Other Investments: APS believes that Funds are appropriate investment vehicles for the Program for reasons of diversification and expense. However, investing in Funds will cause you to incur indirectly Fund-level fees and expenses in addition to the fees and expenses directly associated with your participation in the Program. APS may in the future expand the types of securities included beyond the Program Funds. APS will provide you with 30 days’ advance written notice of any such expansion to the Program. Share Class Selection. Mutual funds generally offer several share classes to investors. Each share class invests in the same portfolio of underlying securities and has the same investment objectives or policies. However, their fees, expenses, and initial investment minimums differ. When constructing model portfolios, the Program generally uses share classes of mutual funds that are in the Universe and designed for institutional use. Other share classes will be used in the event that (i) share classes designed for institutional use are not offered by the mutual fund complex, (ii) the Program is ineligible for share classes designed for institutional use based on criteria set forth in the mutual fund’s prospectus, or (iii) the Program is not granted a waiver to use share classes designed for institutional use by the mutual fund complex. Share classes designed for institutional use typically do not charge Rule 12b-1 fees, but may charge other fund fees for distribution, administrative, sub-transfer agency, or shareholder services (referred to as “Other Fund Fees”), as disclosed in each mutual fund’s prospectus. In those cases in which the Program invests in share classes that charge Rule 12b-1 fees or Other Fund Fees, APS’ policy is to credit any portion of that fee received by TC Services from the Fund to your Program account as described in this Item 4 under “Rule 12b-1 and Other Fund Fees.” Other Program service providers, such as Pershing, receive Rule 12b-1 fees and Other Fund Fees in connection with Funds held in Program accounts independently from TC Services. TC Services does not reimburse these fees that are paid to and retained by these service providers. The Program will periodically monitor your investments for eligibility to use share classes designed for institutional use within the Universe and convert your shares when operationally feasible at the Program’s discretion. The Program does not guarantee that you will always be invested in the most favorable share class offered by a mutual fund complex or that more favorable share classes will be made available in the Program. When you transfer Fund shares into your Program account for any reason, APS does not convert your holdings in these Funds to a more favorable share class, except for shares transferred into the Program for sale that would otherwise be selected by the Program, at its discretion for use in your model portfolio, as described in this Item 4 under “Funding.” Use of Affiliated Funds and Two Levels of Fees. Affiliated Funds are included in many of the Program’s model portfolios (and the Program accounts of clients following each model), subject to the quantitative and qualitative investment selection and evaluation criteria described in Item 6 under “Methods of Analysis, Investment Strategies and Risk of Loss.” As a result of the qualitative component, Affiliated Funds can be selected for inclusion in a model portfolio even if they rank quantitatively lower in terms of performance and/or other investment metrics than unaffiliated Funds. You could own Funds that rank quantitatively higher in terms of performance and/or other investment metrics outside of the Program. The amount of Affiliated Funds included in your Program account will vary depending on the model portfolio you select. If you select the Impact Investing Style (by indicating a preference for actively managed and socially responsible investments on the Site), on or about the date of this Disclosure Brochure, as much as approximately 0% of your Program account will be targeted for allocation to Affiliated Funds. If you select the Basic Investing Style (by indicating a preference for passive funds on the Site), on or about the date of this Disclosure Brochure, as much as approximately 56.5% of your Program account will be targeted for allocation to Affiliated Funds. If you select the Insight Investing Style (by indicating a preference for active funds on the Site), on or about the date of this Disclosure Brochure, 0% of your Program account will be targeted for allocation to Affiliated Funds. The percentages noted are approximations and vary for each portfolio based on risk levels. Given the discretionary nature of the Program, at a future date, the allocation to Affiliated Funds in your Program account will be higher or lower than those shown here without notice to you. Your account statements and account information on the Site provides your investment strategy (i.e., the current composition of your Program account holdings and specific percentage allocation to each investment in your Program account, including Affiliated Funds). Please note that the specific investments used for your Program account are subject to change. TIAA and its affiliates have a conflict of interest in selecting Affiliated Funds for client portfolios because TIAA affiliates earn compensation for advisory, distribution and administrative services provided to the Affiliated Funds. This compensation is in addition to the asset-based fee that you pay to APS for participation in the Program (“Program Fee”) resulting in the receipt of two levels of fees by TIAA and its affiliates. We seek to address the conflict associated with investing Program accounts in Affiliated Funds in multiple ways, including disclosing the conflict of interest in this Disclosure Brochure and providing you with detailed information about your Program account’s allocation to individual positions. We also seek to mitigate this conflict for IRAs (but not taxable accounts), enrolled in the Program by providing fee credits to offset the underlying fund affiliated management fees and to all Program accounts by providing reimbursements of Rule 12b-1 fees and Other Fund Fees, as described in this Item 4 under “Program Fees.” These additional fees may be significant, both in absolute dollar amounts and relative to TIAA’s net income, and the receipt and retention by TIAA and its affiliates of these fees creates an incentive for TIAA to cause the Program to select and continue to retain Affiliated Funds over unaffiliated Funds. A more detailed discussion of the additional fees that TIAA and its affiliates receive from the use of Affiliated Funds in the Program and the ways we mitigate this conflict of interest appear throughout this Item 4 and in Item 6 of this Disclosure Brochure. You should consider this additional Fund-related compensation when evaluating the amount and appropriateness of the fees we earn in connection with your Program account and the Program overall. Rebalancing. The model portfolio used in connection with your Program account will be monitored daily for drift versus target asset allocations and portfolio weightings. When market conditions or deposits to and withdrawals from your Program account cause your assets to deviate over time from the model portfolio used to manage your Program account, and such deviations become materially significant (as determined by the Program’s parameters), then your Program account will be rebalanced to align more closely with the model portfolio. Program accounts with values that drop below the $5,000 minimum may not be able to achieve optimal rebalancing because a rebalance may mean that the Program account should hold certain securities that it cannot hold as a result of such lack of assets. The Program’s current approach to rebalancing employs an asymmetric rebalancing strategy, i.e., applying a percentage threshold for overweight assets, and a dollar threshold for underweight assets. Rebalancing occurs when assets are deemed materially overweight or underweight (taking into account Fund allocation parameters and the Program account size), and when sufficient cash has been accumulated. The intent of this process is to: participate in the potential momentum for appreciation (avoiding purchases of declining assets); control trading costs; and, provide for efficient and timely rebalancing activity. The Program parameters and methodology for rebalancing are determined by, and may be changed by APS (or TIAA Trust ) at its discretion and without notice to you. Other Managed Account Programs. APS and TIAA Trust offer other managed account programs, such as the Portfolio Advisor program offered through APS and the PAM program offered through TIAA Trust , which have different fee structures and service offerings than the Program and have access to different Funds, asset classes and/or share classes of Funds than those available through the Program. You can call an Advisor to discuss more information about the other managed account programs, if you desire. Use of the Site. As a client of the Program, you will engage through the Site to provide and update information. The Program relies on the information you provide on the Site regarding your investment goals, risk level, timeframe and Investing Style when recommending the appropriate investment strategy for your Program account. You are responsible for the accuracy of all information provided to APS in connection with the Program. APS will not independently verify any information you provide through the Site. While the Site may allow you to enter information regarding Other Accounts, APS uses that information solely for the purpose of calculating your potential retirement income in connection with online retirement tools. APS will not consider information about your Other Accounts in managing your Program account. The Program also does not manage any of your Other Accounts. The Program is offered only online through the Site. The Program does not offer you a dedicated Advisor, as certain other investment advisory programs may. The Program does, however, offer access to Advisory Consultants who can help answer questions about your Program account. By signing up for the Program and your continued enrollment, you consent to electronic delivery of all current and future Disclosure Brochures, Disclosure Brochure supplements, privacy notices, prospectuses and offering documents, tax forms and other legal and regulatory notices, disclosures and communications (collectively, “Communications”) delivered or provided by APS in connection with services offered through the Program. You are also expected to communicate with APS primarily via electronic channels (i.e., email, chat, the Site or other electronic medium). You are responsible for maintaining an updated email address for electronic delivery and communicating changes in your email address promptly. Your access to the services provided through the Program is conditioned on your consent to electronic delivery. You may revoke this electronic consent at any time by contacting an Advisory Consultant at 844- 362-8422. However, if you revoke consent to electronic delivery, this Program may not be appropriate for you and APS thereby reserves the right to terminate your participation. You will receive paper mailings until your Program account is terminated. The Site will serve as your primary point of contact with respect to your participation in the Program. While Advisory Consultants are available to you for particular questions, the majority of Program questions can be answered through the Site. You should log into the Site to inform APS of any changes to your circumstances that could impact the management of your Program account, such as a change to your investment goals, risk level, timeframe or Investing Style. Funding. You may deposit additional funds in your Program account using cash or securities provided the securities are liquid and able to be sold by us. Securities that you transfer into your Program account will be sold or returned to you as soon as practicable, with the exception of mutual funds that are already used in Program models, as described below. The Program reserves the right to require you to wait a specific period of time before depositing any securities into your Program account. APS does not charge the Program Fee on these securities. TC Services treats any Rule 12b-1 and Other Fund Fees associated with these securities in the manner described in this Item 4 under “Program Fees.” If the security is a mutual fund already used in Program models, the Program will not sell it, but rather retain your shares and convert them to the share class used by the Program if it is different from the share class you own. The Program will complete any such exchanges as soon as they become operationally feasible at APS’s discretion. In all other cases, APS will retain your existing share classes rather than converting them to a more favorable share class. If the Funds being held pay Rule 12b-1 fees or Other Fund Fees, APS will treat these fees in the manner described in this Item 4 under “Program Fees.” You understand and agree that if you make any deposit of securities into your Program account, you may incur taxes or contingent deferred sales charges when such assets are sold. You should consult with your tax advisor in this regard. Neither APS nor its Advisors provide tax or legal advice. With respect to certain types of securities, factors such as limited liquidity and limited pricing transparency and quotations may impact the price obtained when the assets are sold or delay the sale. Moreover, any securities that cannot be sold may be returned to you at any time. Additionally, if you contribute bonds to your Program account you must promptly provide written consent for the Program to sell those bonds. If such consent is not provided promptly and the assets in your Program account are under the Program’s minimum required amount of $5,000. APS will, at its discretion, and within a reasonable timeframe (e.g., 30 days), terminate the Program account, as described in Item 5 under “Termination.” Servicing and the Role of Advisors. Servicing for the Program includes recommendations by Advisors to contribute to or consolidate assets (through a rollover or transfer) into a Program account, as well as fulfillment of client administrative service requests for the Program account. An Advisor that recommends you contribute or consolidate (through a rollover or transfer) into your Program account will assess whether doing so is in your best interest, based on your investing needs, objectives and circumstances. Typically, the Advisor will consider the following objectives and circumstances: product minimums (whether you can meet the minimum investment requirement), fees and expenses (the advisory fee and underlying expenses for the Program account), tax implications (potential tax consequences related to the Program account), level of service needed (your desire to control your accounts or forego discretion), appropriate strategy (they type of strategy you would receive in the Program account based on their age, net worth, needs and preferences), other alternatives (other account types that may be appropriate for you) and, in the case of a rollover any lost benefits in moving assets to the Program account. Servicing for the Program is based on your expressed investing needs and could occur when you check in with an Advisor regarding your Program account. Advisors are providing this service on behalf of TC Services as an RIA. While they are able to assess your goals and make a recommendation for the Program, as well as assist you with servicing, Advisors do not provide advice on how to invest assets within the Program nor manage the assets enrolled in the Program. The Program’s advice is generated by TIAA Trust, which will provide investment, management and portfolio monitoring service for the Program’s model portfolios appropriate for client accounts with a similar risk tolerance, time horizon and Investing Styles (as described in Item 6). Advisors also perform general support services such as transmitting documents, including closing and disclosure documents, obtaining customer signatures, and other administrative and support services as part of the Servicing for the Program. TC Services has a conflict of interest when providing Servicing of the Program because the greater the market value of assets in your Program account, the more TC Services will receive in fees. Additionally, Advisors can receive compensation for recommending that you increase assets in your Program account, as described in Item 9 under “Client Referrals and Other Compensation.” These conflicts of interest create an incentive for TC Services and Advisors to recommend that you contribute to or consolidate assets in Program accounts. We mitigate these conflicts by disclosing them to you and by requiring all recommendations to contribute or consolidate assets into a Program account be reviewed in accordance with applicable regulatory standards, to determine whether they are appropriate for the client’s financial needs. We have an incentive to recommend that clients invest in a Program account over a brokerage account sponsored by TC Services when the client is eligible for both. More revenue is generated for TIAA overall, and for TC Services in particular, when clients accept our recommendation to invest in a Program account, rather than a brokerage account, because the asset-based advisory fee you pay on a Program account likely is greater than the total fees, charges and other income that TC Services and other TIAA entities can earn when you invest via a brokerage account. TC Services could also recommend, and clients may be eligible to participate, in other advisory services. See “Other Advisory Services” under Item 6 for a description of these services and the conflicts of interest associated with recommending one service over another. The Program will inquire quarterly as to whether your investment objectives, risk tolerance, or Investing Styles have changed relative to your overall financial needs identified when you enrolled through the Site and, if they have, you can edit your profile or work with an Advisor and APS to change the portfolio in which you are invested or, where appropriate, terminate your enrollment in the Program. Advisors do not, however, monitor your individual account performance as part of the Servicing for the Program. The Site will provide information, updated daily, regarding your Program account based upon uniform criteria consistent with generally accepted industry standards. Investment Restrictions. You may impose reasonable restrictions (otherwise referred to on the Site or other Program documents as “personalizations”) upon the management of your Program account by calling an Advisory Consultant at 844-362-8422 to request that the Program select an alternative security in place of a security that was initially selected for your model portfolio. For example, you may request that the Program replace a particular Fund held in your Program account. The Program will not accept any restrictions that are inconsistent with the Program’s stated investment strategy, guidelines, or philosophy or that are inconsistent with the nature or operation of the Program. Due to the composition and asset allocation of the model portfolios, a request to replace any more than one Fund in your Program account will not be considered reasonable and generally will not be accepted. Restrictions on the underlying securities held in the Funds will also not be considered reasonable and will not be accepted. Any restrictions requested by you are subject to acceptance by the Program at its discretion and may cause the performance of your Program account to differ from that of the recommended model portfolio, possibly causing higher or lower investment returns. In addition to the ability to impose a reasonable restriction, you also have the ability to personalize the model portfolio by selecting among Investing Styles. You can select from a mostly passive strategy (referred to as Basic), a mostly active strategy (referred to as Insight) or a mostly socially responsible strategy (referred to as Impact). These Investing Styles are discussed further in Item 6. The Program may include additional preferences from time to time with notice to you of any material modifications. The imposition of a personalization will result in a strategy that differs from the Program’s model portfolio and may reduce your exposure to your selected Investing Style. Discretionary Authority. Your Advisory Agreement grants APS discretionary investment authority to manage your Program account. Your grant of discretionary authority means that APS has full discretion to make and implement investment decisions for your Program account. APS will not provide prior notice to or seek your approval when selecting securities to buy, sell or hold for your Program account or broker-dealers to execute securities transactions for your Program account. Your grant of discretionary authority does not authorize APS to withdraw or transfer funds, except as necessary to settle purchase and sale transactions and deduct the Program’s advisory fee from your Program Account. You are prohibited from placing or directing trades in your Program account when enrolled in the Program. Advisors and other TC Services’ representatives do not have discretionary authority over your assets. Your grant of discretionary investment authority is durable and will continue despite your subsequent disability, incapacity, incompetence or death. In the event of your death, disability, incapacity, or incompetence, the services under the Program will continue and a fee will be charged, as described in this Item 4 under “Program Fees,” until APS receives written notice from a person with established authority over the Program account assets to terminate the account. Unclaimed balances will escheat to your state of residency per state guidelines. Your grant of discretionary authority also extends to the selection of a tax lot relief method (also called a cost accounting method) for your Program account in calculating the gain or loss on the sale of a security in your Program account. A tax lot relief method is a way of computing the realized gain or loss for an asset sold in a taxable transaction. It determines the lot of a security that is sold, as well as its associated cost basis, and the holding period used in computing the gain or loss on that sale. Although the default tax lot relief method, as specified in the Brokerage Account Customer Agreement (“Brokerage Agreement”), is first in, first out (“FIFO”), under this Program APS will, in its sole discretion, select the cost basis accounting method that it deems appropriate to use with respect to any transaction in your Program account. Your continued enrollment in the Program grants APS the authority to use any such method in its discretion, or any such method it implements by default, for any transaction in your Program account. TC Services and its affiliates shall have no liability for any damages you may incur as a result of: (i) TC Services or its affiliates providing the required 1099-B Annual Information Report to the IRS, (ii) TC Services’ or its affiliates’ selection of, or change in, the method it uses to calculate your cost basis, or (iii) any differences in the cost basis reported by TC Services or its affiliates to the IRS and your actual adjusted cost basis in the relevant security in your Program account. Program Agreements. In addition to the Advisory Agreement that you entered into with APS, the Program also required that you open a brokerage account with TIAA Brokerage Services by completing the Program’s application (the “Application”) through the Site and entering into a Brokerage Agreement with TIAA Brokerage Services. Pershing, a subsidiary of The Bank of New York Mellon N.A. that is unaffiliated with APS, acts as TIAA Brokerage Services’ clearing firm and holds

your Program account assets in its custody in fully disclosed brokerage accounts. Pershing is a member of the Securities Investor Protection Corporation (“SIPC”), which protects securities customers of its members for up to $500,000 (including $250,000 for claims for cash). See the TIAA SIPC Asset Protection Reference Guide (available at https://www.tiaa.org/public/pdf/forms/SIPC- assetprotection.pdf) for more information. With respect to IRA assets (“IRA Assets”), other than SIMPLE IRA assets, TIAA Trust acts as directed trustee for the IRA Assets and has legal custody of IRA Assets through this role. TIAA Trust is compensated for this role. Pershing currently acts as service agent for the IRA Assets, performing certain administrative, recordkeeping, and reporting duties and responsibilities of TIAA Trust, including but not limited to maintaining physical custody of IRA Assets and sending of brokerage account communications to you, such as periodic account statements. You should compare the account statements received from Pershing with your account activity on the Site. APS uses TIAA Brokerage Services and Pershing to execute securities transactions in the Program because any transaction fees incurred through other broker-dealers would be in addition to, and not included within the Program Fee. APS has an incentive to maintain Pershing as clearing broker because Pershing provides TC Services with certain economic benefits by allowing APS to use TIAA Brokerage Services as the broker-dealer for its advisory program accounts rather than an unaffiliated broker- dealer. This presents a conflict of interest for APS because a greater portion of your fee remains within TC Services than if APS used a third party to provide these services. We mitigate this conflict by disclosing it to you and by reviewing TIAA Brokerage Services’ and Pershing’s execution quality on a quarterly basis. In addition to terms and conditions of the Advisory Agreement and the Brokerage Agreement, you will be subject to the terms and conditions of each respective Fund’s prospectus or similar disclosure documents, including any underlying fees and expense ratios described therein. Additionally, as discussed in this Item 4 under “Bank Sweep,” you will be agreeing to the terms and conditions for that Bank Sweep product which differs from the terms and conditions of your Brokerage Agreement and Advisory Agreement. For a description of the conflict of interest arising from the investment of Program accounts in Affiliated Funds, and from the receipt by TC Services’ affiliates of additional compensation for providing advisory, distribution and administrative services to those Affiliated Funds, see “Use of Affiliated Funds and Two Levels of Fees” in this Execution Practices. When selecting broker-dealers for the execution of client transactions, APS and the Program have a duty to seek best execution and must periodically and systematically evaluate the execution services it receives for its clients to ensure continued best execution. In seeking best execution, an RIA must endeavor to obtain execution of securities transactions for clients in such a manner that the client’s total costs or proceeds in each transaction are the most favorable under the circumstances. TIAA Brokerage Services, which executes trades on behalf of the Program and Program accounts directs all trade orders through its clearing broker, Pershing, for execution. TC Services performs ongoing reviews of Pershing’s execution quality for both Program and non-Program account trades utilizing analytics from a third party provider and addresses exception items with Pershing as needed. Trade Order Aggregation and Randomization. APS seeks to aggregate Program client purchase and sale orders in the same securities and allocate trades in a manner designed to achieve fair and equitable treatment of its Program clients. The Program determines the timing and allocation of trades for portfolios before providing the trades to TIAA Brokerage Services for execution. Where consistent with APS’s duty to seek best execution, client orders will be aggregated for trading with orders of other managed account programs offered by APS (which are described in Item 6 under “Other Advisory Services”). Where the Program opts to aggregate orders, such orders will be allocated on a pro-rata, average price basis. Orders may be aggregated to facilitate seeking best execution, to negotiate more favorable commission rates, or to allocate equitably among TC Services clients the effects of any market fluctuations that might have otherwise occurred had these orders been placed independently. Large trades may need to be executed over multiple days or different times in the same trading day for multiple client accounts within the Program or across multiple managed account programs offered by TC Services and its affiliates (which are described in Item 6 under “Other Advisory Services”). Trades done on the same day or over multiple days are not guaranteed to receive the same execution price. The Program, at its discretion employs a randomized trading process when executing large share trade orders that can occur when there are large daily flows into or out of the Program, when rebalancing Program accounts, or when replacing a Fund with another Fund across all applicable Program accounts. This randomized trading process is utilized to prevent one client or group of clients or strategies from being unfairly or systematically favored over another. Trade Errors. APS and TC Services maintain policies and procedures that address the identification and correction of trade errors. In cases in which a trade error does occur, the Program will use reasonable efforts to identify and resolve errors as promptly as possible. The Program will address and resolve errors on a case-by- case basis, in its discretion, based on the facts and circumstances. The Program is not obligated to follow any single method of resolving errors but will seek to treat all clients fairly in the resolution of trade errors. Bank Sweep. Cash balances held in your Program account are invested in the bank sweep product offered by TIAA Brokerage Services’ sweep program. TIAA Brokerage Services may change the terms and conditions of the sweep program it makes available to brokerage accounts, and therefore to Program accounts, including adding, changing or deleting available sweep vehicle options. On November 3, 2022, TIAA entered into a definitive agreement to sell its wholly owned bank subsidiary, TIAA, Federal Savings Bank (“TIAA, FSB”), to investors who each own non-controlling interests in the bank (the “Transaction”). TIAA has retained less than 10% voting ownership interest in the bank. Pursuant to the Transaction, nearly all the bank’s current assets and business lines were acquired by the new ownership, with the exception of the bank’s trust business, which was retained by TIAA. The bank under new ownership changed its name to EverBank, N.A. and was rebranded as EverBank (“EverBank”) as of July 31, 2023. The trust business retained by TIAA maintains a separate national trust bank charter under the name TIAA Trust, N.A. and remains closely aligned with TIAA’s wealth business as a wholly owned subsidiary of TIAA. As part of the Transaction, TC Services continues to use the Bank Sweep provided by EverBank and is paid to refer clients to EverBank for deposit products Cash balances in your Program account, up to a maximum deposit amount (currently $248,500) will be swept into an omnibus deposit account at EverBank (the “Bank Sweep”). EverBank is a national bank. See the Bank Sweep Terms and Conditions available at https://www.tiaa.org/public/pdf/Bank_Sweep_TC.pdf for more information. In the event your Program account holds a cash balance in excess of the maximum deposit amount, a separate overflow bank sweep product sponsored by Pershing and Reich & Tang Deposit Solutions, LLC—the Liquid Insured Deposits product (“LIDs”)—will be used for such excess amounts. Through LIDs, a variety of participating banks unaffiliated with TIAA may receive deposits. See the LIDs Terms and Conditions available at https://www.tiaa.org/public/pdf/managedaccounts_lids_termsconditions.pdf for more information. EverBank pays TC Services an asset based fee for self-directed brokerage account balances placed in the Bank Sweep, however there are no fees paid by EverBank to TC Services for Program assets placed in the Bank Sweep. EverBank, as well as other banks that may receive deposits through the Bank Sweep vehicles, earn net income from the difference between the amounts that the bank pays to clients and the income the bank earns on loans, investments and other assets. Use of the Bank Sweep presents a conflict of interest for APS because: (1) TC Services earns compensation (an asset based fee) based on the amount of assets in the Bank Sweep from non-managed brokerage accounts (TC Services does not earn any fees for Program assets placed in the Bank Sweep); (2) TIAA owns a minority interest in EverBank and EverBank earns compensation on deposits it accepts through the Bank Sweep; and (3) TIAA benefited in the Transaction by agreeing to use the Bank Sweep for a pre-determined amount of time in the Program even when other options could generate a higher yield for you. Note however that as part of the transaction, EverBank must maintain the Bank Sweep rates at a rate that is no less than the rates offered by LIDs. Should the Bank Sweep rates not meet the minimum requisite rate, TC Services may replace the Bank Sweep with a more advantageous cash option in the Program. EverBank sets interest rates for deposits through the Bank Sweep. EverBank is not obligated to pay Program clients the same rate as paid to other customers and the interest rate paid to Program clients may be lower than paid to other bank customers. The interests of EverBank with respect to the setting of this rate may be different from yours—the higher the deposit amount and the lower the interest rate paid, the more EverBank earns. APS seeks to address these conflicts of interest associated with the use of the Bank Sweep in the Program by: (1) excluding cash balances held in your Program account when calculating the Program Fee; (2) providing disclosure of these conflicts in this Disclosure Brochure; (3) monitoring the Bank Sweep rate to ensure that the applicable rate applied to Program accounts meets the minimum rate level; (4) excluding Program assets placed in the Bank Sweep when determining the asset based fee that EverBank pays TC Services for brokerage assets placed in the Bank Sweep; and (5) targeting your portfolios allocation to cash at 1%. Note, however, the amount of cash held in your Program account can exceed or drop below the 1% target cash allocation based on market fluctuations, when funds you have deposited into your Program account are awaiting investment, and/or in instances where you direct us to liquidate securities in your Program account. Program accounts will be rebalanced to achieve a 1% target cash allocation once certain parameters are reached, as described in this Current rates for the Bank Sweep can be accessed at https://www.tiaa.org/public/invest/financial- products/brokerage-accounts/interest-rate-disclosure or by calling 844-362-8422. Sweep vehicles available outside of the Program can pay higher rates. Special Considerations Regarding IRAs. Recommendations by Advisors can include recommendations on how to fund a Program account, for example through an asset transfer or rollover from another account (such as an employer sponsored retirement plan account or existing IRA) into an IRA managed by the Program. Prior to rolling over or transferring assets into an IRA managed by the Program, you should consider the features, costs and surrender charges associated with consolidating the assets in one place. For instance, IRA rollovers and transfers may be subject to differences in features, costs and surrender charges. You should consider all of your options prior to rolling over assets into an IRA. A detailed description of these considerations may be found at http://www.tiaa.org/public/pdf/Know_Your_Options_from_TIAA.pdf. You may be able to leave money in the current plan, withdraw cash subject to potential penalties or rollover the assets into a new employer’s plan if one is available and rollovers are permitted. Call an Advisor for more information. However, please note that neither APS nor our Advisors provide tax advice. APS benefits when you move funds from your employer sponsored retirement plan to a Program account because of the Program Fee, which would not be charged if your assets remained in an employer sponsored retirement plan. This creates a conflict of interest. We seek to mitigate this conflict by disclosing it to you and by requiring Advisors to discuss your options and potential loss of benefits when making a rollover recommendation. We also require that rollover transactions recommended by an Advisor be reviewed as required by applicable regulatory standards to determine whether they are appropriate to meet clients’ financial needs. Depending on how you access the Site, the Site may provide an optional tool that can help you calculate potential retirement income based on your stated retirement savings. For all clients who select the retirement goal, the Site also provides information and education regarding the differences between Traditional and Roth IRA account types that are available for a Program IRA account. While these tools are intended to provide you with information to help you make informed decisions about how much to invest in a Program IRA account, you should not view or construe the availability of these tools as a suggestion that you take or refrain from taking a particular course of action, as the advice of an impartial fiduciary, or as an offer to sell or a solicitation to buy any securities. In making the tools and information available to you, APS assumes that you are capable of evaluating the information and exercising independent judgment. You should not invest a particular dollar amount in the Program or select a particular account type without first considering whether it is appropriate for you based on your own particular situation. APS will not perform any suitability or other analysis to check, for example, whether the amount you choose to invest is appropriate or consistent with your investment objectives, nor whether the IRA account type you have is appropriate for you. The information that you may derive from these tools is for illustrative purposes only and is not individualized or based on the particular needs of any investor. The purpose of these tools and information is not to predict future returns, but to be used as education. The assumptions underlying these tools are described to you in the tool and will change over time and from time to time. You should read all associated disclosures. You should not rely on the information as the primary basis for making investment decisions or on these tools and information as the sole source of making any financial decisions. Contact your tax advisor regarding the tax implications. Call an Advisor for more information. Program Costs Program Fees. Your Program account will be charged an asset-based Program Fee of 30 basis points (0.30%) annually for participation in the Program. The Program Fee may change upon 30 days’ written notice to you and you will be deemed to have consented if you remain enrolled in the Program subsequent to the notice period. What the Program Fee Covers: The Program Fee is a “wrap fee” that covers the fees and costs associated with managing your Program account, developing the Program’s advice, custody of Program assets, trade execution through TIAA Brokerage Services, client reporting, and redemption fees resulting from mutual fund trades. The Program Fee does not include costs associated with additional services requested by you or other brokerage account transactional fees, which are provided or performed by TC Services’ clearing broker and the Program’s qualified custodian, Pershing. They include, but are not limited to - wire or electronic fund transfer fees, overnight delivery fees, duplicate statement fees, account transfer fees, reorganization fees, administrative fees, agent servicing fees, direct registration fees, dividend reinvestment fees, extension fees, foreign dividend/custody/settlement fees, returned check fees, share class exchange fees, special product fees, stop payment fees, termination fees, Section 31 fees, voluntary reorganization fees, or any contingent deferred sales charges that may be incurred upon the sale of a security transferred into the Program account at your request. A schedule of these fees is available in your current Brokerage Agreement (as defined and described in Item 4 under “Program Agreements”), which you can find at https://www.tiaa.org/public/pdf/BrokerageAccountCustomerAgreement.pdf. TIAA Brokerage Services may change the fee schedule in the Brokerage Agreement, subject to applicable notification requirements. Cash Balances: The Program excludes cash balances that are held in your Program account when calculating the Program Fee. Payment of the Program Fee: The Program Fee is payable quarterly in arrears. It is calculated by multiplying the daily trade date market value of the Program account by the pro-rata daily Program Fee (the “daily fee calculation”) and summing the value of the daily fee calculations during the preceding quarter. The Program determines market value in reliance upon published net asset values and prices reported on national exchanges. Should neither be available for a particular security, the Program will price the relevant security based upon fair valuation principles that estimate what the security would bring upon sale. The Program Fee will be deducted from the Program account on a quarterly basis, generally within thirty business days after each quarter’s end, by charging cash balances or redeeming Fund shares within the Program account. The redemption of Fund shares is a taxable event for non-tax advantaged accounts of Program clients. The Program Fees for partial quarters (i.e., upon the inception or termination of a Program account) will be prorated. Other Fees and Expenses. Your Program account will be subject to the following additional fees and expenses, when applicable. Two Levels of Fees and Expenses - Costs and Expenses of Underlying Funds: The Program Fee does not include any fees, costs and expenses inherent in the underlying Funds, including investment advisory, administrative, distribution, transfer agent, custodial, legal, audit, contingent deferred sales charges or redemption fees, and other customer fees and expenses related to investments in these products which are described in the relevant prospectus or similar disclosure documents. Consequently, this means that, as a participant in the Program, you will bear two levels of fees and expenses. You will bear directly the Program Fee and also bear indirectly the Fund fees and expenses as a Fund shareholder, except where expressly qualified in connection with your IRAs enrolled in the Program. See “Affiliated Fund Fee Credit – for IRAs” in this Item 4. The fees and expenses of the Program, along with the fees and expenses that will be borne by each Program client as an investor in the underlying Funds may be lower or higher than those imposed by other investment programs offered by TIAA affiliates. As described in this Item 4 under “Use of Affiliated Funds and Two Levels of Fees,” TC Services and certain other TIAA affiliates receive compensation for services they provide to Affiliated Funds, including but not limited to advisory, distribution and administrative services. Such Fund-related compensation will be in addition to the Program Fee and is a conflict of interest. You should consider this additional Fund-related compensation when evaluating the amount and appropriateness of the fees we earn in connection with your Program account and the Program. Rule 12b-1 Fees and Other Fund Fees: Among the fees you bear indirectly as a Fund shareholder are Rule 12b-1 fees and Other Fund Fees that are paid by certain share classes of mutual funds and by ETFs held in Program accounts. The Program’s policy is to credit any portion of these fees received by TC Services from the Fund to your Program account. Other service providers, such as Pershing, receive Rule 12b-1 fees and Other Fund Fees in connection with the Funds held in Program accounts independently from APS and APS does not reimburse these fees to Program clients. Please consult the prospectus and statement of additional information of a particular Fund for more information concerning these fees. See “Share Class Selection” in Item 4 for more information on the share classes used in the Program. Waivers and Discounts. The Program reserves the right to reduce or discount the Program Fee at its discretion or to offer other promotions, including promotional events that may result in complimentary or reduced advisory fees for clients making deposits above a certain size. Certain promotions may be reserved for TIAA employees and/or family members of TIAA employees. These promotions may include additional Program account services, products, bonus payments, fee waivers, discounts, and other forms of incentive. These promotions create a conflict of interest in requiring you to maintain certain levels of assets managed through the Program in order to become eligible to receive an incentive, bonus or additional compensation. We address these conflicts by disclosing the terms and conditions of any such promotions to you. TC Services may decide to negotiate fees, at its discretion. In most cases, you are able to invest directly in the Funds purchased within the Program, without being enrolled in the Program and incurring the Program Fee, but in that event, you would not receive the advice available to Program clients and may not be eligible to purchase or retain the same share classes in which the Program invests. The Program may cost you more or less than purchasing the services provided under the Program separately depending in part upon the size of your Program account, subsequent deposits and withdrawals, the frequency of your transactions, and the cost and availability of similar advice available outside of the Program. The Program does not include advice on assets you hold outside of the Program, nor does it monitor assets you hold outside of the Program. Affiliated Fund Fee Credits – for IRAs. For IRAs enrolled in the Program, the Program Fee will be reduced by a fee credit for revenue that TIAA affiliates receive and retain as a result of assets invested in Affiliated Funds. The fee credit will equal the sum of (i) the investment management portion (including advisory and sub-advisory fees) of the Affiliated Fund’s expenses that TIAA affiliates retain in connection with the Affiliated Funds held in the Program account, and (ii) the administrative and other fees that TIAA affiliates retain from such Affiliated Funds that are included in the Affiliated Fund’s expenses. The fee credit amount generally will exclude any reimbursable expenses paid by the Affiliated Funds to TIAA affiliates which are reasonable direct expenses of the TIAA affiliates. This includes expenses such as salaries of affiliate personnel attributable to work performed for the Affiliated Funds held in the Program account and third-party custodial fees and transfer agent fees associated with the Affiliated Funds held in the Program account. The fee credit amount will vary depending upon the particular Affiliated Fund employed as the amount of fees subject to the fee credit differ from one Affiliated Fund to another. While the fee credit reduces the Program Fee paid by you resulting in lower investing costs (than if you were to bear those costs in addition to the Program Fee) and a corresponding increased share of any investment returns, a reduced Program Fee does not assure gains in your Program account. This is because performance of your Program account ultimately depends on the performance of the combination of Funds selected for investment as well as the performance of the underlying investments within each Fund. For all other Program account types, APS will not reduce the Program Fee by a fee credit. APS or certain other TIAA affiliates will retain all these fees in addition to the Program Fee. See “Use of Affiliated Funds and Two Levels of Fees” in this Item 4. Investing Directly in Program Securities. In most cases, you are able to invest directly in the Funds purchased within the Program, without remaining enrolled in the Program and incurring the Program Fee, but in that event, you would not receive the advice available to Program clients and may not be eligible to purchase or retain the same share classes in which the Program invests. The Program may cost you more or less than purchasing the services provided under the Program separately depending in part upon the size of your Program account, subsequent deposits and withdrawals, the frequency of your transactions, and the cost and availability of similar advice available outside the Program. The Program does not include advice on assets held outside the Program, nor does it monitor assets you hold outside of the Program. Additional Information About the Program Engagement of Service Providers to Formulate Advice. APS has engaged its affiliate, TIAA Trust, as well as a third-party provider to help formulate the advice provided through the Program. TIAA Trust also handles the purchase and sale of securities for Program accounts. APS has entered into an agreement with TIAA Trust for these services and pays TIAA Trust an annual rate of 6.25 basis points based upon the amount of Program assets advised by TIAA Trust. TIAA Trust selects the Program’s asset allocation model portfolios and the Funds used in the management of your assets, engages in ongoing due diligence on such model portfolios and Funds, and provides trade execution of the Program’s investment strategy through your brokerage account. An unaffiliated third-party provider is also engaged and compensated by TIAA, on behalf of APS and other affiliates, to provide asset allocations for use throughout the TIAA organization (“Allocation Provider”). After payment of these fees and other Program expenses, APS receives the remainder of the Program revenue. Other TIAA affiliates serve as the investment advisers to the Affiliated Funds and receive fees from each such Affiliated Fund for their investment management services, as described in this Item 4 under “About TIAA.” Engagement of Operational Vendor. The Program relies on a financial digital solutions vendor for certain operational and trading functions. TIAA has an ownership interest in this vendor, which creates a conflict of interest, because TC Services has an incentive to select this vendor and has an incentive to continue using this vendor for the Program. TC Services addresses this conflict by disclosing it to clients and by subjecting the vendor to due diligence. Additionally, clients are not directly responsible for payments to this vendor. Compensation of WMAs, Advisory Consultants and other TC Services’ Representatives. WMAs, Advisory Consultants and other TIAA representatives (collectively as “Financial Professionals”) will receive compensation as a result of assisting you. Their compensation is comprised of a salary and variable bonus (collectively, “Compensation”). The size of the bonus compensation is based on a number of factors, including the performance of TIAA and its affiliates, including TC Services, and the individual performance of the Financial Professional (and in some cases on team performance). Individual performance of the Financial Professional varies by role. As described below, Financial Consultants are compensated for, among others, sales of TIAA products and services, customer satisfaction surveys and plan enrollments. WMAs and Advisory Consultants are compensated according to sales of TIAA products and services, the amount of assets they keep at TIAA, surveys and other behavior-based measures. For WMAs and Advisory Consultants, part of their bonus compensation is based on the product or service recommended for clients. All products and services recommended receive equal credit with the exception of WMAs receiving less for self-directed taxable brokerage accounts. This presents a material conflict of interest because Financial Professionals (including WMAs) have an incentive to recommend products or services available through TIAA that increase their compensation and the compensation to TIAA and its affiliates, including TC Services. We address this and other compensation related conflicts in two ways. First, we disclose the conflict of interest to you. Second, we review all recommendations of TIAA products, services and accounts, in accordance with the applicable regulatory standard, to determine whether they are appropriate for clients’ financial needs. Compensation of WMAs. TIAA’s compensation philosophy aims to reward WMAs with appropriate bonus compensation for sales of products and services available through TIAA, the maintenance of client relationships and the associated retention of assets in products and services at TIAA. WMAs are eligible for a variable compensation bonus. TIAA pays WMAs the same bonus compensation for gathering and retaining assets in retirement products and services available through TIAA (specifically, TIAA Plans and the TIAA IRA and TIAA Investment Solutions IRA (“IS IRA”)) as for gathering and retaining assets in TIAA Managed Accounts. Within TIAA Plans, TIAA pays WMAs the same bonus compensation for providing and implementing asset allocation advice for plans and IRAs as it does for clients who have enrolled in asset rebalancing services in TIAA Plans such as Retirement Plan Portfolio Manager (“RPPM”). The way bonus compensation is calculated and the differences in bonus compensation among products and services are described below. The variable bonus for WMAs is determined based on the following elements: the assets attributable to the WMA’s book of business (“Book Award”); new dollars into certain TIAA products and services from outside TIAA (“Sales”); and behavior-based measures. On average, the Book Award accounts for approximately 66% of a WMA’s bonus compensation; Sales account for approximately 22%, and approximately 12% is based on behavior-based measures. All of the awards to WMAs may be reduced if a WMA fails to meet minimum performance standards for among others, Book Award, Sales, or net asset flows or behavioral measures. TIAA in its discretion can reduce the final determination of award amounts for other reasons, such as failure to comply with company policies. Below is more detail for the three components of WMAs’ variable compensation. Book Award: WMAs receive variable bonus compensation for assets held in the following types of client accounts:
• Employer-sponsored retirement plans (“Plans”) (including deferred or immediate annuities, and brokerage window accounts),
• Discretionary managed accounts,
• Individual retirement accounts administered by TIAA (including brokerage window accounts),
• Funds that have been annuitized in exchange for a life-time income stream, and
• After-tax annuities. Assets associated with direct held mutual funds, banking, taxable self-directed brokerage, life insurance, long- term care insurance, or 529 products are not included in the Book Award. When calculating a WMA’s Book Award, an allowance is made for a certain amount of expected retail outflows. WMAs will only receive book award credit for clients who have been “activated” by any of the following: i) transferring at least $1,000 of new assets within the last twenty-four months (starting January 1, 2024) to TIAA based on a recommendation or referral from a TIAA advisor (the transfer can be to a Plan or a non-Plan product and includes new assets resulting from referrals to TIAA Trust); ii) fully implementing investment advice provided by TC Services within the last twenty-four months; iii) enrollment in RPPM or holding assets in TIAA RetirePlus; or iv) owning a discretionary managed account (generally limited to accounts in the Portfolio Advisor or PAM programs). These activation triggers create conflicts because WMAs have an incentive for you to enroll in managed accounts, RPPM and RetirePlus, to fully implement investment advice and to transfer new assets to TIAA. The Book Award also creates a conflict as WMAs are rewarded for the growth and retention of assets at TC Services. WMAs are equally incented, through the activation triggers, to implement in-plan investment allocation advice as they are for a client’s adoption of advisory services in Plan such as RPPM and RetirePlus. TIAA receives ongoing compensation for a client’s participation in RPPM and RetirePlus. WMAs generally receive the greatest percentage of their bonus compensation for the Book Award. Sales into Client Accounts: TIAA also bases variable bonus compensation on the volume of advisor sales into TIAA (i.e., Sales). Advisors are only compensated when the source of the funds is external to TIAA, except that Advisors are compensated when funds held in a self-directed taxable brokerage account are invested into another account at TC Services. All WMAs are paid the same for Sales into Plan and non-Plan products and services. The WMA’s compensation does not vary based on the account type or product. Sales associated with banking, annuitization/life-time income, self- directed taxable brokerage assets and 529 products are not included in the Sales computation. The Book Award and Sales metrics create conflicts of interest because they give WMAs an incentive to recommend that clients transfer external assets into products, services and accounts at TIAA and an incentive to recommend that clients retain assets at TIAA. WMAs also have an incentive to recommend that clients transfer in and maintain assets in taxable managed accounts over self-directed taxable brokerage accounts. Goals: In addition to the Book Award and Sales, WMAs also receive variable compensation based on quantitiative metrics related to financial results as well as behavior-based qualitative metrics. The financial results measures include credit for gathering client assets in appropriate TIAA Solutions and rewards WMAs for successful sales equally regardless of the type of TIAA Solution. The behavior-based measures consist of subjective assessments that consider customer satisfaction based on client survey results and adherence to TIAA values. Behavior-based measures (including satisfaction based on survey results) account for approximately 12% of overall bonus compensation. Bonus Award Relative to Total Compensation: While salaries are set according to schedules, the size of a WMA’s bonus compensation is not limited, and the percentage of a WMA’s compensation represented by the variable bonus can be and is often significantly higher than the salary portion of compensation. On average, a WMA’s bonus ranges from approximately 45% to 85% of their total compensation with more senior WMAs receiving the most. Moreover, WMAs receive differentiated compensation for their book award based on the advisors’ role, with Executive and Vice President WMAs generally receiving greater compensation. The size of the variable bonus, relative to the salary paid to WMAs, depends on how successful the WMA is in gathering and retaining client assets in products and services at TIAA. The percentage of a WMA’s compensation represented by the variable bonus component typically increases with the seniority of the WMA with the most successful WMAs advancing to more senior roles. The portion of the variable bonus attributed to the WMA’s compensation typically differs in magnitude as follows:
• Executive WMAs are estimated to earn a significant majority of their compensation through the variable bonus as compared with salary.
• Vice President WMAs typically earn a majority of their compensation through the variable bonus as compared with salary.
• WMAs typically earn slightly less than half of their compensation through the variable bonus and half through salary. If you are not sure of your WMA’s title or role, or impact of the bonus on the WMA’s total compensation, please contact your WMA for more information. Compensation of Advisory Consultants. In assessing individual and team performance for purposes of the annual variable bonus, TIAA primarily considers quantitative metrics related to financial results such as gathering and retaining client assets across various “TIAA Solutions” (the accounts, products and services TC Services may recommend as a broker-dealer). Other factors such as use of a range of investment tools with clients, client survey results, service quality, leadership, teamwork and adherence to company policy and regulatory standards are also considered in assessing individual and team performance. The financial results measures include credit for gathering client assets in appropriate TIAA Solutions and rewards Advisory Consultants for successful enrollments or sales equally regardless of the type of TIAA Solution. Financial results also include an assessment of the number of times the Advisory Consultant’s client base has taken any of the following actions: (1) transfers of assets from one type of account at TIAA to another (for example, rollovers from a Plan to an IRA), (2) implementation of the recommendations made in retirement advice sessions for Plans or TIAA and IS IRA through a service provided to the client at no additional charge or; (3) creates a lifetime income stream within a Plan or a TIAA IRA and IS IRA; and (4) refers a client to a third party intermediary who may in turn recommend life insurance and long-term care offered through various external carriers. It also includes a separate assessment of the number of times the Advisory Consultant delivers reports to clients relating to financial planning and retirement income; the number of discussions they have relating to in-plan advice services and meetings held with managed account clients relating to a review of their goals. The financial results assessments are made by comparing the Advisory Consultant’s efforts to the efforts of other Advisory Consultants. Financial results also measure and award the Advisory Consultant for assets that are retained at TIAA following meetings with the consultants. These metrics create conflicts of interest as a result of the incentives they create for Advisory Consultants. They give Advisory Consultants an incentive to recommend that clients transfer or rollover external assets into products, services, and accounts at TIAA. The retention metric gives Advisory Consultants an incentive to recommend that clients continue to maintain assets at TIAA and they may recommend you do so. We address the conflicts created by the Advisory Consultants’ compensation arrangements by disclosing them to you and by requiring that recommendations to purchase TIAA products and services by Advisory Consultants be reviewed, in accordance with applicable regulatory standards, to determine whether they are appropriate for a client’s financial needs. Additionally, recommendations delivered in retirement advice sessions concerning the investments in Plans and mutual funds and annuities from TIAA affiliates available through the TIAA IRA and IS IRA are made by an independent third party. Compensation of Representatives for Referrals to Wealth Management Advisors and Advisory Consultants. Where appropriate, other client facing representatives associated with TC Services, including field consultants, national contact center financial consultants, and individual financial consultants (collectively, “Representatives”), acting in their capacity as broker-dealer representatives, refer clients with more complex investment needs to WMAs. Representatives also refer clients to Advisory Consultants. Whether a referral results in clients enrolling in other products and services offered through TIAA is one factor among several other qualitative and quantitative factors that TIAA will consider in determining the referring employee’s annual variable bonus. These compensation arrangements create a conflict of interest by incentivizing these individuals to refer you to WMAs and Advisory Consultants. We address this conflict by disclosing it to you and requiring that transactions recommended to purchase our products and services by WMAs and Advisory Consultants be reviewed by supervisory personnel, in accordance with the applicable regulatory standards, to determine whether they are appropriate for the client’s financial needs. Managers of TC Services’ Financial Professionals. Managers of WMAs, Advisory Consultants and other TIAA representatives described above are compensated based on qualitative metrics, such as their leadership abilities (which include training, monitoring, and oversight), as well as quantitative metrics, such as the performance (financial or otherwise) and productivity of the financial professionals they supervise. This compensation arrangement creates a conflict of interest by incentivizing managers to encourage those they manage to gather, retain and consolidate client assets in products and services at TIAA. We address this conflict by disclosing it to you and by supervising the managers. Compensation of TIAA Trust Personnel. Additionally, if you enroll in PAM, the Portfolio Managers and Trust Administrators that will assist you are compensated by TIAA Trust in accordance with TIAA Trust’s compensation plan. TIAA Trust Portfolio Managers and Trust Administrators do not make referrals to TC Services. TIAA Personnel. TIAA and its affiliates have intercompany arrangements whereby one or more affiliates share personnel for one or more purposes. Any such shared personnel are subject to the policies and procedures of the applicable affiliate when acting on its affiliate’s behalf. Any such shared personnel will have potentially conflicting interests when playing these various roles. For example, such personnel will not necessarily be devoted exclusively, or even predominately, to TC Services. About TIAA. TIAA is the marketing name under which Teachers Insurance and Annuity Association of America and its subsidiaries provide products and services. TIAA, a life insurance company, is the direct parent company of TC Services (and its APS division). Any profits earned by TIAA subsidiaries, including TC Services, may be paid in the form of dividends directly or indirectly to TIAA. Such dividend amounts, if any, become part of the general account for TIAA, which is used to back the annuity and other insurance products it issues and would inure to the benefit of the holders of such annuity and other insurance products. These annuity and other insurance products are not currently available for investment through the Program. TIAA and TC Services have entered into a service arrangement whereby TIAA, directly or through its subsidiaries, provides a variety of services that are material to APS’ investment advisory activities, including administrative, legal and marketing services. All TC Service representatives are employees of TIAA and broker-dealer registered representatives of TC Services. Advisory Consultants and WMAs are also investment advisory representatives of APS. Certain officers and directors of TC Services may also serve in similar capacities with other affiliated entities. TIAA Trust, which formulates advice for the Program, is an indirectly, wholly owned subsidiary of TIAA. TC Services and its affiliates provide services to, and receive compensation from, the Affiliated Funds. This includes: The TIAA-CREF Family of Funds. Teachers Advisors, LLC is the advisor to the TIAA-CREF family of Funds and an indirectly, wholly owned subsidiary of TIAA, and receives compensation for its investment management services from the TIAA-CREF family of Funds. Additionally, other TIAA affiliates provide services to certain series of the TIAA-CREF family of Funds: TIAA provides administrative services, Nuveen Securities, LLC is the principal underwriter, and TC Services provides distribution services. These entities receive compensation for their services from the TIAA-CREF family of Funds. See the Funds’ prospectuses for a description of the compensation. Always consult the Fund prospectus for the most current information. As of May 1, 2024, all Funds in the TIAA-CREF family of Funds will be rebranded as “Nuveen Funds.” The Nuveen Family of Funds (“Nuveen Funds”). Nuveen Fund Advisors, LLC, is the investment adviser to the Nuveen Funds and a subsidiary of Nuveen Investments, Inc. Various subsidiaries of Nuveen Investments, Inc. serve as sub-advisors to the Nuveen Funds. Nuveen Securities, LLC, also a subsidiary of Nuveen Investments, Inc., serves as the principal underwriter for the Nuveen Funds. Nuveen Investments, Inc. and its subsidiaries are indirectly, wholly owned subsidiaries of TIAA. TC Services provides distribution services to the Nuveen Funds in connection with Program accounts. Each of these affiliates receives compensation from the Nuveen Funds in connection with the services it provides. See the Funds’ prospectuses for a description of the compensation. Always consult the Fund prospectus for the most current information.