ADVICE AND PLANNING SERVICES

Advice & Planning Services Portfolio Advisor Wrap Fee Program Disclosure Brochure Form ADV Part 2A 730 Third Avenue New York, NY 10017 212-490-9000 www.tiaa.org January 1, 2026 This wrap fee program disclosure brochure (“Disclosure Brochure”) provides information about the qualifications and business practices of Advice & Planning Services, a division of TIAA-CREF Individual & Institutional Services, LLC relating to the Portfolio Advisor Wrap Fee Program (the “Program”). If you have any questions about the contents of this Disclosure Brochure, please contact us at 212-490-9000. The information in this Disclosure Brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority. Registration with the SEC as an investment adviser does not imply a certain level of skill or training. Additional information about Advice & Planning Services is also available on the SEC’s website at www.adviserinfo.sec.gov.  Item 2 – Material Changes A summary of the material changes made to the Portfolio Advisor Wrap Fee Program Disclosure Brochure will be published in a separate document that will be distributed to clients who received the previous version of the Disclosure Brochure. 2  Item 3 - Table of Contents Item 2 – Material Changes .............................................................................................................................. 2 Item 4 – Services, Fees and Compensation .................................................................................................... 4 The Portfolio Advisor Program .................................................................................................................. 5 Scope of Services and Applicable Standards. ............................................................................................. 5 Program Investment Management Services ................................................................................................ 8 Program Costs ........................................................................................................................................... 14 Additional Information About the Program .............................................................................................. 17 Item 5 – Account Requirements and Types of Clients ................................................................................. 29 Account Minimum .................................................................................................................................... 29 Deposits and Withdrawals ........................................................................................................................ 30 Termination ............................................................................................................................................... 30 Types of Clients ........................................................................................................................................ 31 Item 6 - Portfolio Manager Selection and Evaluation ................................................................................... 31 Client Preferences ..................................................................................................................................... 31 Review of Third-Party Service Providers and Sources of Investment Advice ......................................... 37 Methods of Analysis, Investment Strategies and Risk of Loss ................................................................. 38 Performance-based Fees and Side by Side Management .......................................................................... 48 Voting Client Securities ............................................................................................................................ 48 Other Advisory Services ........................................................................................................................... 49 Item 7 – Client Information Provided to Portfolio Managers ....................................................................... 50 Item 8 – Client Contact with Portfolio Managers ......................................................................................... 50 Item 9 – Additional Information ................................................................................................................... 50 Disciplinary Information and Information about Other Financial Industry Activities and Affiliations ... 50 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ............................ 52 Review of Accounts .................................................................................................................................. 53 Client Referrals and Other Compensation ................................................................................................ 54 Financial Information................................................................................................................................ 54 Item 10 —Requirements for State Registered Advisers ............................................................................... 55 Biographies of TIAA Wealth Investment Management LLC Personnel ...................................................... 56 3  Item 4 – Services, Fees and Compensation The Portfolio Advisor Wrap Fee Program or “Program” is an 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. 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 Wealth Investment Management LLC (“WIM” or “Sub-Adviser”), an affiliated SEC registered investment adviser wholly owned by TIAA, whereby the Sub-Adviser’s personnel formulate the investment advice for the Program effective January 1, 2026. These relationships result in conflicts of interest described throughout this Disclosure Brochure and are mitigated, through such disclosures, among other mitigation efforts, as described throughout. This Disclosure Brochure describes the Program, its services and the fees you pay when you enroll in the Program. It also describes 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. The primary points of contact for Program clients are APS’s investment adviser representatives available in person or by phone, referred to as Wealth Management Advisors (“WMAs”), and investment adviser representatives available by phone, referred to as Wealth Advisors (formerly Advisory Consultants). WMAs and Wealth Advisors (“WAs”) are collectively referred to as “Advisors”. Advisors can recommend that you open, contribute, and/or consolidate (through a rollover or transfer) assets in Program accounts, help you enroll in the Program, and help fulfill client service requests for your Program account. These functions are referred to in this brochure as “Sales, Enrollment and Servicing” activities. Advisors also may help fulfill client service requests regarding the Program, but those requests may also be fulfilled by our TC Services broker-dealer registered representatives (“Representatives”). Representatives are acting in a limited capacity, as described in Item 4 under “Sales, Enrollment, and Servicing and the Role of Advisors.” In addition to the Program, APS also provides other managed account and investment advisory services as described in Item 6 under “Other Advisory Services.” TIAA and TC Services maintain a website, available at https://www.tiaa.org/relationshipdisclosures, which contains this Disclosure Brochure, the TC Services Form ADV Part 2A disclosure brochure, and other important disclosures related to TC Services’ products and services. 4  The Portfolio Advisor Program The Program is a fee-based discretionary investment program that currently manages customized model portfolios of diversified investments in mutual funds and exchange traded funds (“ETFs”) (mutual funds and ETFs are collectively referred to as “Funds”). Funds that are sponsored, managed, advised, distributed, and/or manufactured by TIAA affiliates (“Affiliated Funds”) are included in substantially all of the Program’s model portfolios. See “Use of Affiliated Funds and Two Levels of Fees” in this Item 4. The Program offers: • A carefully constructed portfolio formulated by the Sub-Adviser affiliate of TC Services, and third-party advisers, as described in this Item 4 under “Engagement of Service Providers to Formulate Advice.” The Program provides clients with the option of selecting from investment preferences such as tax minimization, income, and socially responsible investing, among other preferences. The flexibility and choices help to generate more than 1,000 model portfolios, over 14 preference options, and 7 levels of risk tolerance. • A rigorous and purposeful investment process for asset allocation, including automated rebalancing, ongoing management and oversight, as well as detailed tracking and reporting for your Program account. • Advisors who are available to help you determine whether the Program is appropriate for you based upon your investment need and preferences by making recommendations to open, contribute to, or consolidate assets in a Program account, provide assistance regarding your enrollment in the Program, and address client servicing requests while enrolled in the Program. Your Advisor is backed by a team of investment professionals. See “Sales, Enrollment, and Servicing and the Role of Advisors” in this Item 4. The Program may also in the future expand the types of securities included in client portfolios beyond Funds. See “Other Investments” in this Item 4. 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 the Sales, Enrollment and Servicing Activities. TC Services provides the Program, its investment management services, and the “Sales, Enrollment and Servicing” activities performed by Advisors for the Program as an RIA through its APS division and is subject to a fiduciary duty under the Investment Advisers Act of 1940. 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 mitigate material conflicts of interest with clients, and to provide Program clients with disclosure of such conflicts of interest. The duties also require us to provide ongoing monitoring of our recommendations to open, 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 information on the review of recommendations. 5  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 (“Plans”) subject to ERISA are subject to an additional fiduciary obligation under the IRC and ERISA, respectively, that requires 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 (together, “Covered Recommendations”) are also subject to a fiduciary duty under the IRC and ERISA, respectively. When we make Covered Recommendations to you, we are fiduciaries within the meaning of Title I of ERISA and/or the IRC, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests when we make Covered Recommendations, so we must operate under an impartial conduct standard and internal policies and procedures that require us to act in your best interest and not put our interests ahead of yours. Certain Plans (like governmental plans) are not covered by ERISA; however, our internal policies and procedures require us to adhere to the same fiduciary standard when we provide Covered Recommendations on non-ERISA Plan assets. Broker-Dealer Services Provided Outside of the Program. TC Services also provides broker-dealer services through its Advisors and Representatives. Any securities transactions recommended outside of the Program and its Sales, Enrollment and Servicing 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 (“Employer Plan(s) at TIAA”). 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 our recommendations we provide as a broker-dealer, although you will bear the underlying costs of the associated investments if you implement the recommendations. Our Advisors and Representatives who solicit insurance products, such as annuities and life insurance, also are licensed insurance agents and are subject to standards of care under applicable state insurance 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 6  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 or before 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 they meet a fiduciary standard when making investment recommendations. While both the fiduciary duty standard under the Investment Advisers Act of 1940 and the broker-dealer best interest standard under Reg BI require us to act in your best interest and not put our interests ahead of yours, a fiduciary duty under the Investment Advisers Act 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 by the scope of the advisory relationship and as set forth in our disclosures. The scope of our investment advisory services differs depending on the advisory service we provide. Accordingly, the fiduciary duty that extends to our registered investment advisory services is specific to each service and lasts for the duration of the 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 advisory financial planning services, the fiduciary duty extends only to the provision of the financial plan and ends after an Advisor delivers the report generated in connection with such services. For additional information on APS’ financial planning services, 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 Employer Plan(s) at TIAA; and/or • A recommendation to enroll in, contribute to, or consolidate assets into a Program account, assistance with enrolling in the Program and/or ongoing servicing of your Program account, such as the periodic outreach described below, where your Advisor acts as an investment adviser representative. 7  This chart below 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. • 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 annuities; • We recommend you open, contribute to or enroll in a brokerage account, self-directed IRA or variable annuity, TIAA Plan, including consolidating assets via an IRA or plan rollover or transfer; or • You enroll in the TIAA Portfolio Advisor or TIAA Personal Portfolio (closed to new investors) wrap fee programs, or the Private Asset Management managed account program (together the “TIAA Managed Accounts”), or other managed account services, and we manage your account on an ongoing basis. • We recommend you create a lifetime income stream by annuitizing affiliated annuity holdings at TIAA. • We recommend that you open, contribute to, or consolidate assets into our TIAA Managed Accounts. * 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 these investment recommendations 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 them to meet a fiduciary standard when making investment recommendations. We also offer broker-dealer educational services through TIAA client-facing financial professionals 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. 8  Model-Based Portfolios. A variety of model portfolios are used to manage Program accounts. The model portfolios are designed to address a wide range of investor needs, from very aggressive to very conservative risk tolerance levels. Based on a review of your risk tolerance, investment time horizon, preferences for certain investment strategies, investment options that are available through the Program (referred to as “Client Preferences”), and other information that you provide via a Program questionnaire, you will receive an investment strategy proposal (“Program Proposal”) containing asset allocation and portfolio investments from a series of model portfolios created for the Program. Your assets will thereafter be managed in accordance with the appropriate agreed upon model portfolio. Adjustments will be made to the model portfolios from time to time, in consideration of changes in market conditions, client needs, and other factors such as periodic asset allocation changes -- 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.” Portfolio Investments. The Program currently uses a variety of Funds to build a portfolio 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. APS, by itself or through its Sub-Adviser, selects investments from the universe of Funds (including Affiliated Funds) that are available through the fund platform sponsored by the Program’s qualified custodian, BNY Pershing, LLC (“Pershing” and the “Pershing Platform”), 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 utilize 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 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 the Sub- Adviser or the third-party adviser if not for this limitation imposed by APS. The Program seeks to mitigate this conflict by disclosing it to you. APS’s managed account service, the Private Asset Management program (“PAM”), is not subject to these limitations and may invest in these surcharged Funds. 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 independent from TC Services. TC Services does not reimburse these fees that are paid to and retained by these service providers. 9  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, TC Services does not convert or exchange your holdings in these Funds to a more favorable share class except for: (i) specific circumstances related to “Legacy Assets,” (as defined and described in this Item 4 under “Securities Transferred into Program Account for Retention,”), and (ii) shares transferred into the Program for sale that would otherwise not be selected by the Program at its discretion for use in your model portfolio, (as described in this Item 4 under “Funding”). Program accounts in employer sponsored retirement plans are typically subject to ERISA and may be eligible for share classes with lower expenses than share classes designed for institutional use, such as, for example, retirement share classes. TC Services will not utilize share classes that are only available to a select number of accounts in the Program. Accordingly, accounts subject to ERISA may be able to qualify for lower cost share classes outside of this Program. Other Investments. APS believes that Funds are appropriate investment vehicles for the Program for reasons of diversification and expense. APS may in the future expand the types of securities included in the Program beyond Funds. APS will provide you with 30 days’ advance written notice of any such expansion to the Program. Additionally, APS may remove current or incorporate new portfolio strategies. APS reserves the right to charge fees for such strategies that differ from the Program Fees described in this Item 4. APS will not remove current strategies in your Program Account without prior notice to you or incorporate new strategies into your Program account without your prior agreement. From time to time, certain strategies may not be available to all clients within the Program. For example, for pilot purposes, some strategies may be made available to employees or a subset of employees of TIAA who are enrolled in the Program. Such employees’ Program accounts will otherwise be subject to the same terms and conditions as all clients enrolled in the Program, except for any promotions or discounts described in this Item 4 under “Program Fees.” Use of Affiliated Funds and Two Levels of Fees. Affiliated Funds, such as the TIAA family of mutual funds and the various registered funds of Nuveen Investments, Inc. are included in substantially all 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 assigned based on your risk tolerance and time horizon, as well as your Client Preferences. If you select a Client Preference for Affiliated Funds, a significant portion of your Program account will be allocated to Affiliated Funds and could even be comprised solely of Affiliated Funds and cash. Even if you do not select a Client Preference for Affiliated Funds, your selection of certain Client Preferences will still result in a significant allocation to Affiliated Funds, and will, in some instances, result in allocations to Affiliated Funds 10  that are comparable to those in model portfolios in which clients have selected a Client Preference for Affiliated Funds. Clients who prefer not to invest in Affiliated Funds have the option to select the Client Preference for portfolio construction decisions to be sourced exclusively through parties external to TIAA, resulting in a portfolio consisting only of actively managed unaffiliated mutual funds (but not ETFs). For information regarding the target amounts of Affiliated Funds included in the various model portfolios, and a discussion of the use of Affiliated Funds in connection with specific Client Preferences, see “Client Preferences and Affiliated Funds” in Item 6. The Program Proposal you receive at the time of your enrollment sets forth the initial anticipated asset allocation and lists the corresponding specific investments, including Affiliated Funds, to be used in the management of your Program account. Please note that both the allocation and the specific investments used for your Program account are subject to change. You should refer to your quarterly performance reports (which can be requested from your Advisor) and online account information, which show the current composition of your Program account holdings and specific percentage allocation to each investment in your Program account, including Affiliated Funds. TIAA and its affiliates have a conflict of interest in selecting Affiliated Funds for Program accounts because TIAA affiliates earn compensation for advisory, distribution, and administrative services provided to the Affiliated Funds. This compensation is in addition to the 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 allow you to select a Client Preference for your advice to be sourced from an independent third party and those portfolios will not be populated with any Affiliated Funds. We also seek to mitigate this conflict for IRAs and Program accounts subject to the IRC and ERISA (but not taxable accounts) 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 address 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 it more closely with the model portfolio, provided your Program account meets the minimum balance requirements as described in this Item 4 under “Funding.” 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); 11  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 (and the Sub-Adviser) at its discretion, and without notice to you. Investment Restrictions. You may impose reasonable restrictions upon the management of your Program account by requesting, either orally or in writing, that the Program refrain from investing in certain securities or that the Program provide an alternative security in place of a security initially purchased and held within your Program account. For example, you may make a request for the Program to refrain from investing in a particular Fund or to 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. Requests for restrictions on the underlying securities held in the Funds will not be considered reasonable and will not be accepted. Any restrictions requested by you are subject to acceptance by APS at its discretion and may cause the performance of your Program account to differ from that of the recommended model portfolio, possibly producing lower overall investment returns. In addition, a restriction will result in a strategy that differs from the Program’s model portfolio and may not meet all your Client Preferences, which are described in detail in Item 6. Reasonable restrictions accepted by the Program will be reflected in your Program Proposal (if accepted upon enrollment in the Program) and in all quarterly performance reports (which can be requested from your Advisor) following the acceptance. You may request that existing restrictions be modified or removed by contacting your Advisor. Securities Transferred into Program Account for Retention. You can transfer into your Program account certain holdings that you already own and wish to retain (“Legacy Assets”). The Program will seek to incorporate Legacy Assets into your Program account but will not always be able to do so. The Program will accept your request to retain these holdings if they: (1) are identified by you upon enrollment within the Program questionnaire or anytime you make a request in writing prior to depositing securities within an existing Program account, (2) meet the Program’s investment criteria, and (3) are on the Program’s hold eligible list. Legacy Assets may be subject to various position, sector, industry or asset class concentration limits. You should discuss the eligibility of any assets you intend to transfer into a Program account with your Advisor. Legacy Assets will be included when calculating the Program Fee in the manner described in this Item 4 under “Program Fees.” The inclusion of Legacy Assets may cause the performance of your Program account to differ materially from that of the recommended model portfolio, possibly producing lower overall results, and also may impact the Program’s ability to rebalance your Program account to align with the recommended model portfolio. Legacy Assets will be reviewed periodically to ensure that they continue to meet the Program’s investment criteria and are on the Program’s hold eligible list. Legacy Assets that at any time fail to either meet the Program’s investment criteria or are no longer on the Program’s hold eligible list will be sold from your Program account or returned to you without notice, without regard to the tax consequences to you or the quality of the asset. Market factors and the nature of the Legacy Assets may impact the timing of the sale of the assets. You understand and agree that if your Legacy Assets are sold, you may incur taxes or contingent deferred sales charges. You should consult with your tax advisor in this regard, as APS and its Advisors do not 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 Legacy Assets are sold or may potentially delay the sale. 12  Sweep Vehicle. Cash balances held in your Program account are invested in a sweep vehicle option offered by TIAA Brokerage Services’ sweep program and as provided in the Program’s Account Application (the “Application”). Currently, the sweep vehicle offered is the EverBank sweep product (“Bank Sweep”). 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 removing available sweep vehicle options. Your Advisor provides information, but not advice, when educating you on any sweep vehicle options. TIAA retains a non-controlling interest in EverBank. TIAA maintains an equity ownership in EverBank, of which less than 10% is a voting ownership interest, and controls a board seat, in addition to an economic interest. This creates a conflict of interest because TIAA (our parent) has an economic interest in EverBank in addition to the compensation we and our affiliates earn when we refer clients to EverBank or recommend brokerage accounts and TIAA IRAs that utilize the EverBank cash sweep options or deposits within the accounts. Further, EverBank is not obligated to pay clients the same rate as paid to its other customers and the interest rate paid to clients may be lower than that paid to other bank customers based on the terms of service being offered. the Bank Sweep terms and for more information available When utilizing the Bank Sweep, cash balances in your Program account, up to a maximum deposit amount (currently $248,500) are swept into an omnibus deposit account at EverBank. EverBank is a national bank. at conditions See https://www.tiaa.org/public/pdf/Bank_Sweep_TC.pdf. In the event a Program account using the Bank Sweep 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 receive deposits. See the LIDs terms and conditions for more information available at https://www.tiaa.org/public/pdf/m/managedaccounts_lids_termsconditions.pdf. 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 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 benefits 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, 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 the interest rates for deposits through the Bank Sweep and interest rates paid on deposits in the Bank Sweep will vary from, and may be lower than, interest earned on other sweep vehicles offered outside the Program. Further, EverBank is not obligated to pay Program clients the same rate as paid to its other customers and the interest rate paid to Program clients may be lower than that paid to other bank customers based on the terms of service being offered. The interests of EverBank with respect to the setting of this rate are different from yours – the higher the deposit amount and the lower the interest rate paid, the more EverBank earns. 13  APS seeks to address the 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 place in the Bank Sweep; and, (5) targeting your portfolio’s 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 Item 4 under “Rebalancing.” 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 (800) 927-3059. Sweep vehicles available outside of the Program can pay higher rates. Program Costs Program Fees. You will be charged an asset-based “Program Fee” for participation in the Program according to a fee schedule that varies depending on when the Program account is opened. 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. Fee Schedules: This Disclosure Brochure describes only the fee schedule applicable to new Program accounts that meet all of the following conditions: (i) were opened on or after July 3, 2017, and (ii) were not held directly by a pre-existing Program account holder or for the benefit of a spouse, parent, child or anyone else residing at the same address as a pre-existing Program account holder, subject to the notice requirement and other householding rules described herein. Portfolio Advisor Blended Fee Schedule Value Bracket Annual Fee as % First $150,000 1.15% Next $150,001 - $300,000 1.00% Next $300,001 - $750,000 0.85% Next $750,001 - $1,000,000 0.75% Next $1,000,001 - $1,500,000 0.70% Next $1,500,001 - $3,000,000 0.65% Next $3,000,001 - $4,000,000 0.60% Next $4,000,001 - $5,000,000 0.50% Over $5,000,000 0.40% This blended fee schedule is used to calculate your Program Fee by weighting your aggregate Program account value in accordance with the value brackets and weights shown. As the market value of a Program 14  account reaches a higher breakpoint, the assets within that higher breakpoint category are charged a lower rate. This results in a blended fee rate that will be charged to the client’s Program account. If your Program account does not meet the foregoing conditions, please speak with your Advisor or consult your Advisory Agreement for the fee schedule applicable to your account. Cash Balances: Irrespective of the applicable fee schedule, the Program includes cash balances when calculating the aggregate value of your Program account for purposes of meeting fee breakpoints, but excludes cash balances held in your Program account when calculating the Program Fee. Householding Rules: You should notify your Advisor if you wish to apply “householding” rules to your accounts for fee reduction purposes. Householding is an aggregation process that can help lower your Program Fee rate by adding together the amounts in your household members’ Program accounts to achieve higher account values (and thus more favorable breakpoints) than available to an individual Program account. Program accounts held directly by you, or for the benefit of a spouse, parent, child or anyone else residing at the same address as you, qualify for householding. The Program Fee breakpoints are set forth in the fee schedules above based on the Program account value. Householding of related Program accounts will result in the receipt of a single combined quarterly performance report per household. By householding related Program accounts, you authorize APS to share your Program account performance information with other members of your household. Householding of related Program accounts does not authorize others in your household to conduct transactions in your Program account. In the event you would like to discontinue your participation in householding, please notify your Advisor. 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 IRAs and accounts subject to ERISA that are enrolled in the Program. See “Affiliated Fund Fee Credit – for IRAs and Accounts Subject to ERISA” 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 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 15  the Fund to your Program account. Other service providers, such as Pershing, receive Rule 12b-1 fees and Other Fund Fees in connection with 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 this Item 4 for more information on the share classes used in the Program. Other Costs: The Program Fee is a “wrap fee” that covers the fees and costs associated with providing you with an Advisor or a team of Advisors, 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. in Item 4 under “Program Agreements”), which you can find 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 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. Payment, Waivers and Credits. In certain circumstances, and at our discretion, we may reduce or offset your Program Fee or rebate other fees and expenses that you pay in addition to 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 Fee for partial quarters (i.e., upon the inception or termination of a Program account) will be prorated. Waivers and Discounts: The Program reserves the right to reduce or discount the Program Fee at its discretion or to offer other promotions, including for promotional events that may result in complimentary or reduced advisory fees for prospective or current clients (based on new assets, referrals, or other conditions). Certain promotions may be reserved for TIAA employees and/or for 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. 16  Affiliated Fund Fee Credit – for IRAs and Accounts Subject to ERISA: For IRAs and accounts subject to ERISA that are 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 affiliated 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 Affiliated Fund to Affiliated Fund. The Affiliated Fund investment adviser (a TIAA affiliate) may pay TC Services an amount equal to a portion of the fee credit amount. This payment will not affect the fee credit applied to any Program account. 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 portfolio gains as portfolio performance ultimately is dependent on the performance of the combination of Funds selected for investment as well as the performance of the underlying investments within each Fund. Investing Directly in Program Securities: In most cases, you are able to invest directly in the Funds purchased within the Program, without enrolling 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 held outside of 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 engages a TIAA affiliated entity, WIM, as well as third-party advisers to formulate advice for the Program, which APS oversees as described in Item 6 under “Review of Third-Party Service Providers and Sources of Investment Advice.” The Sub- Adviser also handles the purchase and sale of securities for Program accounts. APS has entered into an agreement with the Sub-Adviser, for these services, and APS pays the Sub-Adviser an annualized rate of 6.25 basis points based upon the amount of Program assets advised by the Sub-Adviser. Additionally, APS engages a third-party adviser, for a flat annual fee of $60,000 to determine the mutual fund selections in your Program account, should you select a Client Preference for advice sourced from a third party, as described in Item 6 under “Description of Client Preferences – Sources of Investment Advice” (“External Adviser”). 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”). If you select a Client Preference for advice sourced from a third party, your allocations will be developed by the Allocation Provider and your funds will be selected by the External Adviser. 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 Fund for their investment management services, as described in this Item 4 under “About TIAA.” 17  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. Sales, Enrollment and Servicing and the Role of Advisors. Sales, Enrollment and Servicing for the Program includes recommendations by Advisors to open, contribute to or consolidate assets (through a rollover or transfer) into a Program account, as well as enrollment assistance and fulfillment of client administrative service requests for the Program account. Recommendations to open, contribute to or consolidate assets (through a rollover or transfer) into Program accounts typically occur alongside or following the delivery of our financial planning services, which are described in a separate disclosure brochure that is delivered to you at or before the time of such services, and are made for clients with sufficient assets where enrollment in the Program can help meet the client’s general investing and financial planning goals and is in the client’s best interest. An Advisor will meet with you to assess whether the Program is in your best interest based on your investment needs and preferences, objectives, and financial 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 (the type of strategy you would receive in the Program account based on your age, net worth, needs and preferences), other alternatives (other account types that may be appropriate for you), and in the case of a rollover from an employer sponsored plan, any lost benefits in moving assets to the Program account. Based upon the information provided, and where appropriate, Advisors can recommend that you open, contribute assets to or consolidate assets in a Program account. Advisors perform Sales, Enrollment and Servicing for the Program based on your expressed investing needs and financial planning goals. This occurs upon the initial recommendation and enrollment in the Program or at a point in the future when you review your Program account with your Advisor. Advisors are providing this service on behalf of TC Services as an RIA. While Advisors are able to assess your goals and make a recommendation to enroll and remain in the Program, as well as assist you with enrollment and 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 for APS by the Sub-Adviser, which provides investment, management, and portfolio monitoring services for the Program account pursuant to your risk tolerance, time horizon and Client Preferences (as described in Item 6). Advisors also perform general support services such as transmitting documents including account opening, closing and disclosure documents, obtaining customer signatures, and other administrative and support services as part of the Sales, Enrollment and Servicing for the Program. TC Services has a conflict of interest when providing Sales, Enrollment and Servicing for the Program because the greater the market value of assets in your Program account, the more TC Services will receive in fees. Additionally, Advisors receive compensation for funding of the Program from external assets and in part for funded new accounts and therefore have an incentive to encourage you to open and increase assets in a Program account. Generally, Advisors can receive compensation for gathering and retaining assets in Program accounts. See “Compensation of WMAs, WAs and other TC Services Representatives” in Item 4 for 18  more information on Advisors’ compensation. These conflicts of interest create an incentive for TC Services and Advisors to recommend that you open, contribute to, or consolidate assets in Program accounts. We mitigate these conflicts by disclosing them to you and by requiring that all recommendations to open, contribute or consolidate assets into a Program account be assessed in accordance with applicable regulatory standards to determine whether they are appropriate for the client’s financial needs. We have an incentive to, and typically do, 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 commissions, 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. To enroll in the Program, an Advisor will meet with you in person or by phone to discuss your needs and collect and assess pertinent information. As part of the enrollment, you must complete a Program questionnaire that identifies your risk tolerance level, time horizon, and other information about your investment needs. The information that you provide in the Program questionnaire is relied upon in selecting the appropriate model portfolio for your Program account and will continue to be relied upon in the ongoing management of your Program account. You are responsible for the accuracy of all information provided to the Advisor in connection with the Program. The Program questionnaire also allows you to specify preferences among different investment strategies and options, which are described in Item 6 under “Client Preferences.” An Advisor or a team of Advisors will serve as your primary point of contact with respect to your participation in the Program as noted above. You should inform your Advisor of any changes to the information you provided in the Program questionnaire or your circumstances that could impact the management of your Program account, such as a change in risk tolerance, time horizon, investment objective or any Client Preference. APS will inquire with you annually to determine whether your investment objectives, risk tolerance and Client Preferences have changed relative to your overall financial needs identified through the financial planning services and, if they have, can work with you to change the portfolio in which you are invested or, where appropriate, terminate your enrollment in the Program. APS has hired WIM as sub-advisor for the Program and oversees and monitors its performance. Advisors do not monitor your individual account performance as part of the Sales, Enrollment and Servicing for the Program. APS will generate quarterly performance reports (which can be requested from your Advisor) for your Program account. Representatives may also fulfill service requests for your account. Representatives are limited to taking your direction for certain actions related to your account, including, but not limited to, deposits and withdrawals, changes in beneficiaries and address changes. Representatives are not Advisors (i.e., they are not acting in an advisory capacity) and therefore cannot advise you on your account or on the impact of any actions you direct for your Program account. Representatives do not promptly share information regarding any such actions with your Advisor. If you have a change in circumstances that is prompting you to take action on your Program account, please contact an Advisor. 19  Compensation of WMAs, WAs and other TC Services Representatives WMAs, WAs and other TIAA representatives (collectively as “Financial Professionals”), in addition to PMs (as defined below), will receive compensation as a result of assisting you. Their compensation is comprised of a salary and discretionary variable bonus (“bonus compensation”). The size of the bonus compensation is based on a number of factors, including quantitative and qualitative performance criteria, the performance of TIAA and its affiliates, including TC Services, and the individual performance of the Financial Professional and/or PM (and in some cases on team performance). The metrics used to assess the individual performance of our Financial Professionals and PMs vary by role. When the compensation differs based on which product or service is recommended for clients, this presents a material conflict of interest. All Financial Professionals and PMs have an incentive to recommend products and services, available through TIAA that increase his or her compensation and the compensation to TIAA and its affiliates, including TC Services. We address this conflict by disclosing it to you and by requiring that recommendations to open, contribute or consolidate assets into TIAA products and services are assessed, in accordance with the applicable regulatory standard, to determine whether they are appropriate for clients’ financial needs. Additionally, recommendations (if the Plan allows) of how to allocate current investments in Plans at TIAA along with future contributions as well as mutual funds and annuities from TIAA affiliates available through the IRAs are made by an independent third party. Compensation of Portfolio Managers (“PMs”). If we provide investment management services to you, the PM assigned to a PAM account is paid a salary and is eligible for an annual discretionary variable bonus from TIAA, which is part of a firm-wide bonus pool. The size of the bonus is based on the performance of TIAA, its affiliates, as well as the individual performance of the PM. The metrics applied to assess individual performance include both quantitative and qualitative factors. Quantitative factors include the ability of the PM to retain accounts within TC Services and account performance relative to internally developed benchmarks. Other factors, such as work quality, good client experience, and upholding TIAA’s core values round out the qualitative factors. 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. 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. TIAA pays WMAs the same bonus compensation for implementing asset allocation advice for plans and IRAs as it does for clients who have enrolled in asset rebalancing services in Plans. 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 in recent past years, 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 Book Award, Sales, Goals, or behavioral measures. TIAA in its discretion can reduce the final determination 20  of award amounts for other reasons, such as failure to comply with company policies. Below is more detail for the three components of WMAs’ bonus compensation. Book Award: WMAs receive variable bonus compensation for assets held in the following types of client accounts: Individual retirement accounts administered by TIAA (including brokerage window accounts), • Plans (including deferred or immediate annuities, and brokerage window accounts), • Discretionary managed 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, self-directed brokerage, life insurance, long-term care insurance, or 529 plans, or third party referral products and services (unless otherwise noted) are not included in the Book Award. WMAs will only receive Book Award credit for client accounts that meet the following initial “activation” circumstances: Within the last 24 months i) transferring at least $1,000 of new assets to TIAA based on a recommendation or referral from a TIAA Advisor (the transfer can be to a plan or a non-plan product); ii) partially or fully implementing allocation recommendations for plan, TIAA IRA, IS IRA, or ATRA assets provided by TC Services; iii) enrollment in certain discretionary plan asset rebalancing services or TIAA RetirePlus; iv) opening a discretionary managed account (generally limited to accounts in the PA or PAM programs) or v) creating a lifetime income stream through annuitized assets at TIAA based on a recommendation delivered by the WMA. In addition, Advisors can continue to keep clients activated, or reactivate clients, through financial planning activities, including the delivery of a Life Goals Analysis or Personal Financial Plan, or through a Financial Goals Review. These activation triggers create conflicts because WMAs and TC Services have an incentive for you to enroll in managed accounts, Plan asset rebalancing services and TIAA RetirePlus, to partially or fully implement Plan asset allocation recommendations for Plans, TIAA IRA, IS IRA, or ATRA, to recommend creating a lifetime income stream through annuitization of Plans, TIAA IRA, IS IRA or ATRA assets, and to transfer new assets to TIAA, and for you to continue to engage through TC Service-sponsored financial planning activities. The Book Award also creates a conflict as WMAs are rewarded for the growth and retention of assets at TC Services. WMAs and TC Services 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 asset rebalancing services and TIAA RetirePlus. TIAA receives ongoing compensation for a client’s participation in Plan asset rebalancing services and TIAA 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 WMA sales into TIAA (i.e., Sales). WMAs are only compensated when the source of the funds is external to TIAA, except that WMAs are compensated when funds held in a self-directed 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. Depending on the WMA’s role and tenure at TIAA, certain WMAs are paid directly on Sales, whereas for other WMAs, Sales are counted towards the assets and rate for the Book Award. The WMA’s compensation does not vary based on the account type or product. Sales associated with banking, annuitization/life-time income, self-directed brokerage assets, mutual funds, insurance referrals, and third party referral products and services (unless otherwise noted) are not included in the Sales computation. 21  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 or managed by TIAA affiliates (including 529 plans for which an affiliate of TIAA acts as program manager) 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 managed accounts over self-directed brokerage accounts. Goals: In addition to the Book Award and Sales, WMAs also receive variable compensation based on quantitative 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 referrals to affiliates and third parties and rewards WMAs for successful sales, as measured against each WMA’s goal of gathered assets external to TIAA as compared to their peers. 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. 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 and Sales 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 WAs. The criteria to determine the amount of bonus compensation for WAs include credit for gathering external assets, engaging with clients and having them retain assets at TIAA, creating a lifetime income stream through annuitization, and referring clients to WMAs or third parties. The WAs are rewarded equally regardless of the type of TIAA solution utilized for external assets. In addition, WAs are compensated based on the number of times clients: implement recommendations of how to allocate current holdings and future contributions among investment options offered by plans at TIAA (if plan allows), TIAA IRA, IS IRA, or ATRA; create a lifetime income stream through annuitization; are referred to TIAA affiliates and third 22  parties for life insurance, tuition financing, or EverBank for banking needs, and rollover/ transfer from one TIAA product to another. Each of these activities creates a conflict of interest for the WA. WAs are compensated for delivering reports to clients related to financial planning, investment recommendations of how to allocate current holdings and future contributions among investment options offered by plans at TIAA (if plan allows), IRAs, or ATRA, retirement income strategies and annuity income illustrations as well as discussing certain plan advice services, conducting initial meetings and certain period goal review meetings. WAs are also assessed on their service quality, leadership, and teamwork, as well as on their client survey results. The results of these measurements are compared against all other WAs to determine bonus compensation. Compensation of Representatives for Referrals to Wealth Management Advisors and Wealth Advisors. Where appropriate, other client facing representatives associated with TC Services, acting in their capacity as broker-dealer representatives, refer clients with more complex investment needs to WMAs and WAs. 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 WAs. We address this conflict by disclosing it to you and requiring that transactions recommended to purchase our products and services by WMAs and WAs be assessed 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, WAs 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. Other Payments. In certain instances, Funds (through their investment managers or other affiliated companies) will sponsor educational events and pay expenses of Advisors attending those events. TIAA policies require that the training or educational portion of these events comprise substantially all of the event. 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. TC Services Conferences. TC Services hosts internal business meetings, seminars, and conferences (“Conferences”) for invited TC Services’ Financial Professionals. These Financial Professionals include WMAs and WAs, members of their team (including managers), and employees who provide product, investment, and support functions. The Conferences are organized on either a national or regional level. 23  Financial Planning Services and Asset Allocation Considerations. Prior to enrolling in the Program clients typically receive point-in-time non-discretionary financial planning services, which are RIA services described in the TC Services APS Disclosure Brochure. As a complement to the financial planning services, clients can receive an “Investment Plan” with specific investment recommendations sourced from a third party for your Employer Plans held at TIAA and/or the TIAA/IS IRA if you hold one (collectively, your “Retirement Plan Account(s)”). This advice is only available for your Employer Plans at TIAA where the plan sponsor has authorized TIAA to provide this advice to you. TC Services acts as a broker-dealer when providing the recommendations to you (as described in Item 4 under “Scope of Services and Applicable Standards”). These services are offered separately and are not part of the Program services, but may help inform your overall financial planning strategy, including investing needs and risk capacity. If you seek to balance your risk exposure among your various accounts by assigning more aggressive risk tolerance levels to certain accounts and more conservative risk tolerance levels to other accounts in furtherance of an overall asset allocation informed by your overall risk tolerance, you are solely responsible for monitoring and adjusting any such risk balancing strategy and the associated asset allocation. Optional Completion Portfolio Service Enrollment in the “Completion Portfolio Service” was no longer available for Program accounts as of May 14, 2021. Program accounts that had enrolled in the Completion Portfolio Service prior to that date are handled as outlined in this Disclosure Brochure and in accordance with the Completion Portfolio Terms and Conditions. The Completion Portfolio Service was designed to help you balance your overall risk exposure by allowing you to establish a risk tolerance level for your Program account that takes into consideration, at the time you enroll in the Completion Portfolio Service, your overall expressed risk capacity as well as the risk level of your Retirement Plan Account(s). To remain balanced while enrolled in the Completion Portfolio Service, you must contact your Advisor or team of Advisors to request an adjustment to the risk level associated with your Program account upon any material changes to the composition or value of the Retirement Account(s). See the Completion Portfolio Terms and Conditions for more information. Because the asset allocations in your Retirement Plan Account(s) are used to determine the risk tolerance level for your Program account, and TIAA has no authority or responsibility for managing or rebalancing assets in your Retirement Plan Account(s) (nor any other accounts you hold outside of your Program account), you are responsible for maintaining those asset allocations or instructing your Advisor or team of Advisors to adjust the risk level of the Program account. Enrollment in the Completion Portfolio Service requires that you rebalance the assets in your Retirement Plan Account(s) when necessary to ensure the risk exposure of your Plan Account(s) continues to align with your risk balancing approach, and that you monitor and adjust your risk balancing approach as needed. For your convenience, APS provides information in your quarterly performance reports (which can be requested from your Advisor) for your Program account showing, as of the date indicated, the estimated risk exposure of your Retirement Plan Account(s). This information is a supplement to, but not a replacement for, the information that is separately available to you through TIAA.org and other reports that are provided outside of the Program. Neither APS nor its Advisors undertakes or assumes responsibility for monitoring or adjusting your risk balancing approach and is not authorized to do so. The Program is only responsible for your Program account. You are responsible for contacting your Advisor or team of Advisors whenever any changes occur in your Retirement Plan Account(s), and an Advisor will help you evaluate whether there is a need to modify the risk tolerance level and/or the investment allocation of your Program account. 24  Your risk level is an important component of investing and helps inform not only the opportunity for investment gain, but also the risk of loss. If the asset allocation within your Retirement Plan Accounts(s) or Program account is not aligned with your risk balancing strategy, it can either create more volatility and risk of loss within your portfolio or conversely lower long-term results, depending on the circumstances. A more aggressive risk target may help increase long-term investment returns, but it also can create more volatility (i.e., the risk of greater and sometimes dramatic fluctuations and declines in portfolio value). Conversely, a more conservative risk target may help minimize the risk of substantial short-term declines in portfolio value, but may result in lower long-term returns. In addition, your ability to reach and maintain an asset allocation across your accounts that is consistent with your overall risk tolerance level and combined risk target could be impacted by changes in your Retirement Plan Account(s) and/or Program account values, or allocations, changes in the risk exposure or composition of assets held in your Retirement Plan Account(s) or Program account or as a result of market fluctuations. The following types of Employer Plans at TIAA are not eligible for the Completion Portfolio Service: Health Savings Accounts, Retiree Medical Savings Accounts and Voluntary Employee Beneficiary Association Plans. Funding. You may fund your Program account using cash or securities. Generally, if you do not fund the account with assets that meet the Program’s minimum required amount required by APS, APS reserves the right, at its discretion, and within a reasonable timeframe (e.g., 30 days), terminate the Program account, as described in Item 5 under “Termination.” Underfunded Program accounts will not be managed until they are funded to meet the Program’s minimum required amount. Securities Transferred into Program Account for Funding: You can fund your Program account with securities that you already own, 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 Legacy Assets described in this Item 4 under “Securities Transferred into Program Account for Retention” and 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 for funding purposes. Management of a Program account will not begin until such deposited securities (excluding any eligible Legacy Assets to be retained) have been sold. 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 Item 4 under “Program Fees.” If a security deposited to your Program account 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’ 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 initially fund your Program account in whole or in part through the transfer of securities, or make any subsequent 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. 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. 25  Additionally, if you fund your Program account in kind with fixed income securities rather than cash, these assets will be liquidated as soon as practicable following receipt and the proceeds invested in the model portfolio. By opening a Program account, you consent to the sale of such fixed income securities. Clients wishing to retain such securities must request this in advance in writing and APS must agree to retain such assets. an IRA. A detailed description these considerations may be found Special Considerations Regarding Individual Retirement Accounts. 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 to be 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 the options prior to rolling over assets into at of http://www.tiaa.org/public/pdf/Know_Your_Options_from_TIAA.pdf. You may be able to leave money in your current plans, withdraw cash subject to potential penalties or rollover the assets into a new employer’s plan if one is available and rollovers are permitted. You should review your options and consult an Advisor for more information. However, please note that neither APS nor its 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 remain 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 Advisors be assessed as required by applicable regulatory standards to determine whether they are appropriate to meet clients’ financial needs. Discretionary Authority. When opening a Program account, you will enter into an advisory agreement with APS (the “Advisory Agreement”), which grants APS discretionary investment authority to manage your Program account. Your grant of discretionary authority means that APS will have full discretion to make and implement investment decisions for your Program account. APS will not provide prior notice to or seek your approval when determining the asset allocation for your Program account or when selecting securities to buy, sell or hold or when selecting the broker-dealers to execute securities transactions for your Program account. As part of the discretionary management of your Program account by APS under this Agreement, you will generally be able to provide APS with your instructions as to your Program account matters verbally to an APS, unless APS requires the instructions in writing or electronically. You should carefully review any confirming materials APS sends you to ensure that the information reflected is accurate, and you will promptly contact APS by phone or email if you believe that any of the information is, or becomes, inaccurate. Your grant of discretionary authority does not authorize APS to withdraw or transfer funds, except as necessary to settle purchase and sale transactions and to 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 individually 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 the Program Fee will be charged, as 26  described in this Item 4 under “Program Fee,” 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. By enrolling in the Program, you are granting 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 enter into with APS, the Program also requires that you open a brokerage account with TIAA Brokerage Services by completing the application 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. With respect to IRA assets (“IRA Assets”), other than SIMPLE IRA assets, TIAA Trust, N.A. (“TIAA Trust”), an affiliated national trust bank company wholly owned by TIAA, 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, record-keeping, 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 any quarterly reports you receive from the Program (which can be requested from your Advisor). APS currently 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 Funds’ 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, 27  distribution and administrative services to those Affiliated Funds, see “Use of Affiliated Funds and Two Levels of Fees” in this Item 4. 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, a registered investment adviser 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. APS determines the timing and allocation of trades for portfolios both constructed by an External Adviser and by the Sub-Adviser, 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. Larger 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 applicable Program accounts. This randomized trading process seeks 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. Fractional Shares. TC Services may make available fractional share trading in the Program, but is under no obligation to utilize fractional share trading and may discontinue fractional share trading at any time. TC Services or its Sub-Adviser, in their sole discretion, may elect to not utilize fractional share orders when executing certain trades, typically larger trades that need to be executed in multiple tranches (see Item 4 under “Trade Order Aggregation and Randomization”). 28  Fractional share orders will need to be combined with shares held by TC Services or its clearing broker to create a whole share to be routed for execution. TC Services or its clearing broker will be trading alongside fractional share trades to facilitate fractional share trade orders, and fractional share trade orders will be executed in a mixed capacity of both principal and agency. The fractional share portion of trades will be treated in the same manner as the whole share portion of trades. There could be a delay in execution of such orders where TC Services or its clearing broker do not own certain shares. Dividends are paid on fractional share positions in an amount proportionate to the fractional interest. Upon termination of a Client account, fractional share positions will be sold and the proceeds placed in the sweep option. About TIAA. TIAA is the marketing name under which Teachers Insurance and Annuity Association of America and its subsidiaries provide products and services. 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 Advisors are employees of TIAA and are deemed supervised persons of TC Services. Certain officers and directors of TC Services also serve in similar capacities with other affiliated entities. WIM, 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 advised by Teachers Advisors, LLC (an indirectly, wholly owned subsidiary of TIAA), Nuveen Funds Advisors, LLC and Nuveen Securities, LLC (subsidiaries of Nuveen Investments, Inc., which is itself a wholly owned subsidiary of TIAA), which receive compensation for their investment management services from the Affiliated Funds. Additionally, other TIAA affiliates provide services to certain series of the Affiliated 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 Affiliated Funds. See the Funds’ prospectuses for a description of the compensation. Always consult the Fund prospectus for the most current information. Item 5 – Account Requirements and Types of Clients Account Minimum As noted in Item 4 under “Program Agreements,” the Program requires you to open a brokerage account with TIAA Brokerage Services. You must fund the account with the minimum amount as required by APS in cash or eligible securities and grant APS’s investment discretion over your Program account. Currently the Program account minimum is $25,000, and $250,000 for accounts that have selected the enhanced tax management preference. APS may change this Program account minimums at its discretion, in whole or in part, in connection with promotional campaigns or for any other reason. Additionally, TIAA Brokerage Services may offer pricing discounts, bonus payments or other account-related benefits and incentives to clients opening brokerage accounts to be enrolled in the Program (or for funding existing brokerage accounts enrolled in the Program) in connection with promotional campaigns or other reasons. 29  Deposits and Withdrawals As described in Item 4 under “Funding” and under “Securities transferred into Program Account for Retention,” should you transfer securities into your Program account, the Program will either sell the securities upon receipt and use the proceeds to fund your Program account or sell them at a later time if they no longer meet the Program’s investment criteria and are not on the Program’s hold eligible list. Securities transferred into your Program account will also potentially be sold upon receipt unless you obtain prior written agreement from APS to retain the assets in your Program account, as described in Item 4 under “Securities Transferred into Program Account for Retention.” Any sale could cause a taxable event to you or trigger contingent deferred sales charges. Additionally, for certain types of securities (such as securities that are not publicly traded, trade over the counter, are not traded on an exchange, are no longer quoted, or are not fully transferred), factors such as limited liquidity and limited pricing transparency and quotations may impact the price obtained when the assets are sold. APS may, however, at its discretion alter the order of how subsequent deposits are invested when required for purposes of meeting fund minimum investment requirements, tax optimization needs or other purposes consistent with the model portfolio. You may establish automatic monthly or quarterly withdrawals. In such cases, securities held in your Program account will be sold as needed to fund the withdrawals, which may be a taxable event for certain clients. Upon receipt of a deposit or withdrawal request in good order, you will receive, with regards to mutual funds, the net asset values or price next available pursuant to the respective mutual funds’ prospectus. With regards to ETFs, the Program will generally trade these shares once a day and you will receive the price available in the marketplace at that time. A request is considered in good order when TC Services possesses all information necessary to process the transaction. Such information includes the amount of the withdrawal, the distribution method requested and any form required to facilitate the distribution. This may result in a delay in the placement of certain trades and settlement of such trades depending upon the availability of your funds and accompanying information. The Program may withhold from any withdrawal an amount equal to any tax required by law. The Program will hold proceeds from dividends and interest payments in cash and will rebalance material excess cash into positions that are under-weighted in the model portfolio. The Program will also generally direct mutual fund capital gains distributions to cash and will rebalance material excess cash into positions that are under-weighted in the model portfolio. Termination You may terminate your participation in the Program at any time upon notice to APS through your Advisor or team of Advisors. APS may terminate your enrollment in the Program at any time effective upon written notice to you. APS specifically reserves the right to immediately terminate your participation in the Program (i) should your balance fall below the Program’s required minimum as determined by APS due to your initiated withdrawals; (ii) should APS determine that the Program is no longer appropriate for you, or (iii) if you fail to update Program required documentation. APS will also immediately terminate your participation in the Program should you change residency to a non-US address, or to certain US territories. Upon termination from the Program, APS will cease managing your Program account and collect any fees due for investment management services provided through the date of termination. You thereafter must direct the Program to transfer assets out of your Program account within 30 days by providing such instructions to APS or through your Advisor or team of Advisors. Once your directions to transfer assets are received, the 30  transfer may take 30 days or more to occur. Should you fail to direct such transfer APS’ will, at its discretion, and within a reasonable timeframe, either transfer the assets to a separate, self-directed TIAA Brokerage Services brokerage account registered identically to the Program account, containing the same securities as the Program account and subject to the standard brokerage account transaction fee schedule, or in the alternative, redeem the assets and mail a check for the proceeds to you. Such redemptions may result in a taxable event to you. APS decision to transfer your assets into a separate, self-directed TIAA Brokerage Services account instead of redeeming them and mailing a check to you creates a conflict of interest because it allows APS to keep the funds within TIAA products and investments, including Affiliated Funds and the Bank Sweep, for which it earns compensation and within other third-party investments for which TC Services may earn compensation. APS seeks to mitigate this conflict through disclosure, and by providing you with notification and the option to direct a transfer or liquidation of your assets. Any liquidations resulting from your instruction to terminate and liquidate your Program account may not occur on the same day the instruction is received. Extreme market volatility and in process trades could impact this timing. The Program may invest in certain mutual fund share classes or other securities that cannot be held outside of the Program and these would need to be exchanged or sold upon termination from the Program, which may be a taxable event if you are not investing through an IRA or other tax-advantaged account. Types of Clients The Program’s clients primarily consist of individuals who have a pre-existing relationship with TIAA, often through their participation within a TIAA-administered, employer-sponsored retirement plan, such as a 403(b) plan. However, the Program’s clients also include family or friends of existing clients who have a pre-existing relationship with TIAA, as well as individuals without a pre-existing relationship and also to organizations like trusts, estates, partnerships, corporate entities, and small employer sponsored retirement plan accounts not administered by TIAA. Item 6 - Portfolio Manager Selection and Evaluation The specific asset allocations and Funds selected for your Program account are based on your responses to a Program questionnaire, including a series of Client Preferences from which you can select, as defined here. The Funds anticipated to be used to construct your Program account will be set forth in the Program Proposal that you receive at the time of Program enrollment, but are subject to change. Such changes are reflected in the periodic statements that you receive in connection with your Program account. You may also view your holdings online. You may impose reasonable restrictions on the use of specific Funds in your Program account as described in Item 4 under “Investment Restrictions.” Client Preferences The Program is designed to allow you to express a number of preferences for certain investment strategies and options, which are referred to as “Client Preferences” throughout this Disclosure Brochure and described here. The Program offers these options to accommodate the varying investing interests and preferences of APS’ clients and does not recommend one Client Preference over another. When providing the Sales, Enrollment and Servicing for the Program, APS has an incentive to encourage you to pick Client Preferences that result in a larger allocation to Affiliated Funds than other Client Preferences. This presents a conflict of interest that we mitigate, in part, by limiting Advisors to educate clients about particular Client Preferences. Your Advisor provides information, but not advice when educating you on the different Client Preferences. We also mitigate this conflict by structuring our Advisors’ compensation arrangements so as 31  not to differentiate based on the Client Preferences selected for Program accounts (i.e., Advisor compensation does not vary based on a Program client’s Client Preference selection(s)). See “Compensation of WMAs, WAs and other TC Services’ Representatives” in Item 4. Most clients investing in the Program do, initially or periodically, receive separate point-in-time non- discretionary financial planning services from APS at no additional charge. If these services inform your long-term asset allocation and other Client Preferences, please carefully review the disclosures accompanying the service. As noted in Item 4 under “Financial Planning Services and Asset Allocation Considerations,” such financial planning services are offered separately from the Program and are subject to different terms and limitations set forth in the TC Services Form ADV Part 2A disclosure brochure. The combination of Client Preferences you select informs the model portfolio strategy (including the underlying Funds) used for your Program account. While all of your Client Preferences are considered equally when structuring model portfolios, not all Client Preferences can be accommodated simultaneously; as a result, the funds and ETFs selected for your model portfolio will not necessarily align with each Client Preference you have selected. We have an incentive to accommodate certain Client Preferences, such as a Client Preference for Affiliated Funds, passive managers and socially responsible investing, over other Client Preferences that typically result in a smaller allocation to Affiliated Funds in your portfolio. For a description of the conflict of interest arising from use of Affiliated Funds in Program accounts, see “Use of Affiliated Funds and Two Levels of Fees” in Item 4 and “Client Preferences and Affiliated Funds” in this Item 6. Selection of certain Client Preferences by you in the Program questionnaire may reduce the number of other preferences available for your selection. You may change your Client Preferences at any time by contacting your Advisor and completing a new Program questionnaire, but you should consider the possibility that certain changes would trigger the sale of assets that would cause a taxable event to you. You should consult with a tax advisor. Neither APS nor any of its Advisors provide tax advice. The current Client Preferences available through the Program, and additional information about the impact of these Client Preferences on the allocation to Affiliated Funds, are set forth here. APS will apply your Client Preferences in constructing your Program account to the extent such corresponding investment vehicles are available and approved for use in the Program. The Program reserves the right to modify or eliminate any of the Client Preferences from time to time with notice to you of any material modifications. Description of Client Preferences. • Sources of Investment Advice: You may specify a Client Preference for portfolio construction and Fund selection decisions to be sourced exclusively through advisers external to TIAA. If you select this Client Preference, the Program will rely exclusively on unaffiliated parties for asset allocation and investment selection decisions and your Program account will be constructed entirely using unaffiliated actively managed mutual funds, with no ETFs or Affiliated Funds. If you select a Client Preference for portfolio construction decisions to be sourced exclusively through advisers external to TIAA, the asset allocation for the Program’s model portfolios will be developed by the Allocation Provider and your Funds (which populate the model portfolios and determine the investment make- up of your Program account) will be selected by the External Adviser. Where the Client Preference is not selected, the Program will rely on a variety of sources, both internal and external to TIAA, to determine asset allocation and investment selection and you will have increased customization options through use of the additional Client Preferences available to you (as described here). 32  Regardless of the Client Preference chosen, the Program engages the Sub-Adviser to implement the transactions and executes the transactions through TIAA Brokerage Services and Pershing as described in Item 4 under “Program Agreements.” • Investment Selection – Client Preference for Affiliated Funds: You may specify a Client Preference for a model portfolio constructed with Affiliated Funds, in which case, the Program will select Affiliated Funds over other Funds where Affiliated Funds are available for asset classes within your model portfolio and where the Affiliated Funds meet the Program’s Fund quantitative and qualitative selection criteria summarized in Item 6 under “Methods of Analysis, Investment Strategies and Risk of Loss.” This Client Preference will likely result in your Program account wholly or predominantly consisting of Affiliated Funds, even when an unaffiliated Fund may be available with superior performance and/or other investment metrics. Where you do not select a Client Preference for Affiliated Funds, the Program will not favor Affiliated Funds in the construction of the model portfolio for your Program account. However, Affiliated Funds will nevertheless be included in your Program account if the Affiliated Fund is determined to be a suitable and appropriate investment option and meets the Program’s qualitative and quantitative selection standards. For a description of the conflict of interest arising from use of Affiliated Funds in Program accounts, see “Use of Affiliated Funds and Two Levels of Fees” in Item 4 and “Client Preferences and Affiliated Funds” in this Item 6. • Income Approach: You may specify a Client Preference for a strategy that is designed primarily to help support income distribution by seeking diversified sources of yield and that also attempts to reduce (but not eliminate) associated interest rate and inflation risk, while seeking to generate total returns. The increased focus on income generation may have an impact on the relative performance of your Program account and result in total returns that are less than a model portfolio that is not designed for income distribution. Additionally, the strategy does not guarantee income and your income needs may be more than the income generated from the strategy. Where you select a Client Preference for income, further customization through use of other Client Preferences will be restricted. Where a Client Preference for income is not selected, the Program will use a strategy focused on the total return of your Program account, while considering the other Client Preferences. • Downside Risk: You may specify a Client Preference for a strategy that is designed to help reduce, but not eliminate, your exposure to major downward market movements. Where this Client Preference is selected, it typically will result in a model portfolio that by design does not fully participate in upward market movements, thereby reducing your relative returns in “bull” markets. The Program attempts to achieve downside risk mitigation through the asset allocation models and resulting types of investment managers associated with the asset classes used. Downside risk mitigated strategies may include allocations to Funds investing in non-traditional asset classes that are intended to help mitigate overall portfolio volatility. Alternatively, you can select a Client Preference for a strategy that attempts to more fully participate in market returns over the full market cycle. In this case, the Program will use asset allocations without alternative investment strategies, which will typically result in larger traditional equity allocations and potentially higher portfolio volatility. Dependent upon other Client Preferences, the Program may also manage your risk by selecting investments that focus on managers who attempt to match or beat the benchmark to which their performance is compared. There is no guarantee that a manager will be able to achieve performance results that match or exceed the returns of the relevant benchmark. • Socially Responsible Investing: You may specify a Client Preference for active managers that are restricted to investing in socially responsible companies (i.e., those that seek to promote broader 33  economic development, positive social outcomes and a healthier environment). Managers that consider social factors may not be available for all asset classes in your model portfolio and typically invest in a more limited set of companies than other managers, which may have a positive or negative impact on their relative performance. To the extent that socially responsible investment mandates apply, Affiliated Funds may be selected for your portfolio when you select a preference for socially responsible investing. For a description of the conflict of interest arising from use of Affiliated Funds in Program accounts, see “Use of Affiliated Funds and Two Levels of Fees” in Item 4 and “Client Preferences and Affiliated Funds” in this Item 6. Alternatively, you may prefer that managers have no social constraints. You may also have no preference in this matter, in which case you will receive a model portfolio with no social constraints. • Portfolio Management Approach (Active and/or Passive): You may specify a Client Preference for either managers that actively manage a Fund’s portfolio in an attempt to deliver better (either in terms of higher returns and/or reduced risk) performance than the market in general and/or managers that attempt to match the performance and risk of the market while focusing on minimizing investment expenses. Active managers typically research individual securities to construct portfolios that attempt to beat the performance of the manager’s stated market benchmark, while passive managers seek to replicate market returns and risk of an index. There is no guarantee that active managers will be able to deliver returns that are higher than those of the market, even if they have done so in the past. A Client Preference for active managers generally will result in a model portfolio consisting of predominantly (or exclusively) active managers and a Client Preference for passive managers generally will result in a model portfolio consisting of predominantly (or exclusively) passive managers. If you select the “no preference” option, the Program will use its discretion to apply a combination of active and passive managers to your Program account. Because the Program considers the fee credit applied to IRAs and accounts subject to ERISA in selecting passive managers, as described in Item 4 under “Affiliated Fund Fee Credit – For IRAs and Accounts Subject to ERISA,” a Client Preference for passive managers will result in a higher allocation to Affiliated Funds in these types of accounts. For a description of the conflict of interest arising from use of Affiliated Funds in Program accounts, see “Use of Affiliated Funds and Two Levels of Fees” in Item 4 and “Client Preferences and Affiliated Funds” in this Item 6. Also, because actively managed funds are not selected for the Program based on the Fund’s expense ratio (as noted in this Item 6 under “Portfolio Construction by the Sub-Adviser”) and typically have higher expense ratios than passive funds, a Client Preference for active managers will result in your portfolio consisting of Funds with higher expense ratios than a Client Preference for passive managers. Regardless of whether you have selected an active or passive preference, APS, at its sole discretion, may use a combination of select active or passive fund investments, based on market conditions and other factors that could impact the performance of the applicable model portfolios. • Tax Management for Taxable Accounts: For taxable accounts, you may select a Client Preference for a model portfolio that attempts to defer or minimize taxes, in addition to other selected Client Preferences. If you select this preference, we will use tax-sensitive municipal securities in your portfolio to the extent possible and allow you to indicate whether you prefer that those municipal securities be state-specific funds. State-specific funds are only available in certain states and have important limitations. If your state of residency changes, the Program will invest your Program account in a national municipal bond fund in place of a previously selected single state municipal bond. You must contact your Advisor or team of Advisors to be invested in a state-specific municipal bond at that later date. While several of these investments may have lower pre-tax returns than similar products, they are designed to provide higher after-tax returns. This Client Preference is based on individual circumstances and may not be appropriate for you. The Tax Management Preference also 34  includes a Tax Loss Harvesting strategy, which will attempt to harvest unrealized losses in your Program account. See “Tax Loss Harvesting” in this Item 6 for more information about this offering and the limitations of its features. Alternatively, you may prefer to focus on maximizing your pretax performance without consideration of tax issues. If you select this Client Preference the tax minimization strategies will not be applied to your Program account. APS, based on its investment discretion, may switch Funds in any model based on market conditions and other factors, and regardless of tax consequences for Program accounts. • Enhanced Tax Management: For taxable accounts, you may select a Client Preference for a model portfolio that prioritizes tax efficiency for your account. This Enhanced Tax Management (“ETM”) Client Preference is based on individual circumstances and may not be appropriate for you. The account minimum for this preference is $250,000, which may be waived by APS at its discretion. Portfolios with an ETM preference are characterized by the following: o Portfolios with an ETM preference use tax efficiency as the primary investment objective; tax efficiency and management are emphasized over opportunities for additional returns. To implement the ETM preference, TC Services and the Sub-Adviser will implement the same asset allocation as other portfolios to maximize a portfolio’s capital appreciation potential, while also utilizing tax efficient fixed income asset classes (e.g., municipal securities). (Not all municipal bonds offer the same benefits - see disclosure in the tax management preference above regarding selection of municipal securities for your account). TC Services and the Sub- Adviser will select cost-effective investment products that are aimed to constructively track benchmarks or consistently add value. These investments are intended to minimize and/or limit capital gains distributions. ETM portfolios will use tax efficient rebalancing while keeping the portfolio aligned to its risk level and will assess daily Tax-Loss Harvesting opportunities. (See “Tax Loss Harvesting” in this Item 6 for more information about this offering and the limitations of its features.) o Unlike the tax management preference described above, the ETM preference cannot be combined with other Client Preferences. Since ETM portfolios prioritize tax management, with a particular focus on transition management of existing assets, additional Client Preferences cannot be considered in the management of a portfolio with an ETM preference. o Where applicable, the ETM preference provides for enhanced tax efficient transition management of client securities that are transferred to the PA account. The transition of eligible securities that you transfer into your PA account will take effect according to: (1) An established “gains budget” in order to defer (but not eliminate) the realization of capital gains. The determination of the gains budget (i.e., the percentage of annual gains allowed per year and per account) is at the discretion of TC Services or the Sub- Adviser. The Program will complete this process over time based on systematic processes and market conditions until your portfolio's assets have fully transitioned to your target strategy holdings. (2) the amount that an investor’s portfolio holdings deviate or align with the target strategy holdings and allocation. When accounts are not completely aligned with their targeted strategy holdings and weightings, their returns over time may differ, which is a risk investors must consider. Important: Note that there are circumstances that could result in the realization of capital gains beyond the gains budget, for example: to the extent you fund your account with securities that represent a high concentration of your overall Program account value, and APS is unable to allocate your initial investable assets in accordance with your stated risk tolerance, APS may sell certain of your transferred positions that it would otherwise transition over time; if the 35  risk characteristics of the portfolio are outside of the applicable risk tolerance band. Transition management considers capital gains and losses, and must balance near-term tax consequences with medium- and longer-term market and performance risks. Transition management seeks to manage tax consequences for efficiency, but does not eliminate capital gains tax, and depending on the securities transitioned into an account, may result in substantial taxes. Client Preferences and Affiliated Funds. As described in Item 4, the Client Preferences you select will also affect the amount of your Program account that is invested in Affiliated Funds, with certain Client Preferences having a more significant impact than others. On or about the date of this Disclosure Brochure, Affiliated Funds represented approximately 57% of the assets under management in Program accounts. Across the models available in the Program: (i) the minimum target allocation to Affiliated Funds is 0%, (ii) the maximum target allocation to Affiliated Funds models with a Client Preference for Affiliated Funds is 87%, and (iii) the maximum target allocation to Affiliated Funds for models without a Client Preference for Affiliated Funds is 65%. The selection of certain Client Preferences has a greater impact on the target allocation to Affiliated Funds than other Client Preferences. Those are the Client Preferences for: (i) Affiliated Funds, (ii) passive managers, (iii) a combination of passive and active managers, and (iv) tax minimization using state specific Funds when available. The remaining Client Preferences do not result in more than a 1% target allocation to Affiliated Funds. The table below shows the following information for each of the Client Preferences listed above, taken in isolation (i.e., without considering the impact of any other Client Preference selections): Range of Target Allocations to Affiliated Funds in Program Models: This column shows, across all the models available for selection in the Program, the minimum and maximum target allocation to Affiliated Funds. Weighted Average Allocation to Affiliated Funds in Client Accounts: This column shows, across the models selected by clients in the Program, the weighted average target allocation to Affiliated Funds, based on the total number of client accounts. How to understand this Table: As an example, if you chose the Client Preference for Passive Managers, the resulting target allocation to Affiliated Funds in the model used for your portfolio will be between 0% and 65%. In addition, all clients who chose the Client Preference for Passive Managers had an average target allocation to Affiliated Funds of 44%. Where your model falls depends on your risk tolerance, investment time horizon, and the combination of your selected Client Preferences. 36  Client Preference Range of Target Allocations to Affiliated Funds by Client Preference in Program Models Weighted Average Allocation to Affiliated Funds by Client Preference in Client Accounts Investment Selection 37 – 87% 63% Client Preference for Affiliated Funds Portfolio Management Approach Client Preference for Passive 0 – 65% 44% Managers 0 – 64% 30% No Client Preference on Portfolio Management Approach Tax Management 0 – 64% 29% State- Client Preference for Tax Minimization Using Specific Funds When Available Important information regarding the foregoing table: The information in the table is provided on or about the date of this Disclosure Brochure for informational purposes only. It does not restrict in any way the amount of assets invested in Affiliated Funds by a given model or by Program accounts using that model. The actual amount invested in Affiliated Funds by models constructed for Program clients will vary, possibly materially, from that shown in the table without notice to you at APS’ discretion. The actual amount of your Program account assets invested in Affiliated Funds will be higher or lower than that of your model for reasons including, without limitation, client-directed activity (such as deposits, withdrawals, or Legacy Assets), market action and operational considerations. Your target allocation to Affiliated Funds, resulting from a combination of Client Preferences, cannot be determined from the table (e.g., by averaging or summing the percentage indicated for all of your selected Client Preferences). Please see your initial Program Proposal, most recent quarterly performance report (which can be requested from your Advisor), online account information, or contact your Advisor for the composition of your account holdings and your specific allocation to Affiliated Funds. Review of Third-Party Service Providers and Sources of Investment Advice As described in Item 4 under “Engagement of Service Providers to Formulate Advice,” APS has engaged other entities, such as the Sub-Adviser and the External Adviser and Allocation Provider, to help formulate the advice provided through the Program. On a quarterly basis, APS reviews the list of Funds selected by the Sub-Adviser and the External Adviser. APS also reviews the share class selections made by the Sub-Adviser (which selects share classes and executes trades for models for the External Advisor as well as itself), as needed. APS engages the Sub- 37  Adviser to review annually the methodology, business changes, strategy changes and personnel changes of the External Adviser and reports its findings to APS. APS also engages the Sub-Adviser to review the calculations and capital market assumptions underlying the asset allocations provided by the Allocation Provider each year. APS uses the Sub-Adviser’s findings to conduct an annual review and validation of the investment advice capabilities of the External Adviser and participates in a validation process with other senior management and investment personnel across TIAA to evaluate the Allocation Provider’s services. APS will replace the Sub-Adviser, the External Adviser and/or the Allocation Provider should a determination be made that any or all is no longer performing satisfactorily. APS will base any decision to retain or replace the Sub-Adviser or the External Adviser on the quality and continued value of their services. Although judged on similar criteria, the Sub-Adviser, the External Adviser, and the Allocation Provider are each evaluated differently for a number of reasons, including differences in the services performed. APS engages the Sub-Adviser to create many more model portfolios, with many more available Client Preferences, than the models that APS receives from the External Adviser and Allocation Provider. The evaluation process also differs because APS has more, and continuous, information regarding the Sub- Adviser’s investment processes as well as its personnel and risk and compliance procedures (certain Sub- Adviser investment personnel also act on behalf of APS). APS’s use of an affiliated entity, the Sub-Adviser, presents a conflict of interest for APS because a greater portion of your fee remains within the TIAA family of companies than if APS used a third party to provide these services. APS addresses this conflict of interest through disclosure of the conflict in this Disclosure Brochure, and through reviews of the Sub-Adviser’s services. APS’ use of the Sub-Adviser also presents a conflict of interest as the Sub-Adviser could use its discretion to invest your assets in Affiliated Funds that would provide TIAA with greater aggregate revenue than through the use of unaffiliated Funds. To address this conflict, APS compensates the Sub-Adviser and the External Adviser without regard to the affiliation of the Funds selected. Moreover, APS imposes no limitations or minimum purchase requirements upon the Sub- Adviser concerning the use of Affiliated Funds and does not permit the use of Affiliated Funds in the Program accounts of clients that elect to have the External Adviser make all asset allocation and investment selection decisions. Methods of Analysis, Investment Strategies and Risk of Loss In providing Sales, Enrollment and Servicing for the Program, an Advisor will meet with you to assess whether the Program is in your best interest using the criteria described in Item 4 under “Sales, Enrollment, and Servicing and the Role of Advisors.” Advisors do not provide advice on how to invest assets within Program accounts or manage the assets enrolled in Program accounts. Advisors also do not monitor your individual account performance as part of the Sales, Enrollment and Servicing for the Program. APS will make available to you quarterly performance reports (which can be requested from your Advisor) for your Program account. The Program adheres to long-term investing principles to build a Program account consisting of diversified holdings for you. As described in Item 4 under “Model Based Portfolios,” the Program offers a number of model portfolios to meet a wide range of investor needs. APS has engaged the Sub-Adviser and the External Adviser to formulate the model portfolios for the Program subject to APS’ oversight described in this Item 6 under “Review of Third-Party Service Providers and Sources of Investment Advice.” Set forth here is a general description of the primary methods of analysis that the External Adviser and the Sub-Adviser utilize when formulating advice for the Program, including designing model portfolios. Also 38  set forth here is a description of the Sub-Adviser’s primary methods of analysis in light of the conflicts of interest pertaining to the selection and retention of Affiliated Funds in Program accounts. Portfolio Construction by the External Adviser. The External Adviser only provides advice for use in the Program by clients who select a Client Preference for models and investment selection decisions sourced exclusively through parties unaffiliated with TIAA. The External Adviser applies its own methodologies, based upon generally accepted quantitative investment principles, subject to any Program limitations, to construct, monitor and update its advice. The External Adviser selects from the Universe defined in Item 4 under “Portfolio Investments” unaffiliated actively managed mutual funds that satisfy criteria established from time to time by the External Adviser. The External Adviser’s methodologies also consider information provided by you in your Program questionnaire, including goals, risk tolerance, investment constraints and investment time horizon. Based upon the information you provide in your Program questionnaire and subsequently to your Advisor, the External Adviser selects funds for your model portfolio composed of a target asset allocation provided by the Allocation Provider, and APS’ thereafter manages your assets on a discretionary basis in line with your investment objectives, market conditions and reasonable restrictions. The External Adviser selects only unaffiliated Funds for use in these portfolios. Portfolio Construction by the Sub-Adviser. The Program’s advice that is generated by the Sub-Adviser is based upon a long-term investment philosophy analyzed through a combination of quantitative and qualitative investment methodologies. The advice is generated in three stages: (i) the creation of strategic asset allocations, (ii) the selection of Funds eligible for use in the Program’s models (“Reference List Investments”), and (iii) the inclusion of Reference List Investments in the Program’s model portfolios. Creation of Strategic Asset Allocation: The Sub-Adviser establishes and updates strategic asset allocations for the Program following a similar process that the Sub-Adviser uses for other affiliates and clients. The process starts with capital market assumptions and corresponding asset allocations received from the Allocation Provider. These assumptions and allocations are then quantitatively and qualitatively analyzed to determine the set of allocations that the Sub-Adviser believes best align to the available risk levels, time horizons and Client Preferences in the Program. The Sub-Adviser may incorporate tactical components to its strategic asset allocation. A tactical asset allocation is the process of occasionally increasing the weight of one or more asset classes at the expense of one or more other asset classes to potentially enhance investment outcomes. These increases/decreases are made relative to the long-term (strategic) asset allocation, which is designed to deliver a level of risk commensurate with the stated risk tolerance and in-line with the selected investment objective and strategy. The Sub-Adviser will utilize a variety of methods and inputs to make tactical decisions, including but not limited to macroeconomic research, quantitative models, and market- based indicators. The Sub-Adviser generally uses the asset classes assigned by the Allocation Provider, but can choose to include or exclude certain asset classes at its discretion, and has an incentive to select the asset class categories represented by its Affiliated Funds. For a description of the conflict of interest arising from use of Affiliated Funds in Program accounts, see “Use of Affiliated Funds and Two Levels of Fees” in Item 4. Senior investment professionals from the Sub-Adviser are responsible for approving the asset allocations for use in the Program. While APS does not independently approve these asset allocations, it meets periodically with a designee of the Sub-Adviser to review them. APS also reviews the asset allocation models for consistency with the Sub-Adviser’s policies and procedures. Selection of Reference List Investments: The Sub-Adviser chooses the Reference List Investments from the Universe defined in Item 4 under “Portfolio Investments” that can be used for each asset class targeted for a strategic asset allocation. Only Funds that represent each of those asset classes are eligible for evaluation. While the Sub-Adviser generally accepts the asset class categories designated by the Allocation Provider, it can adjust the categorization from time to time to exclude a Fund from or include a Fund in the asset class, 39  at its discretion. This could potentially result in an Affiliated Fund comparing more (or less) favorably to the other Funds being considered as Reference List Investments for that asset class. For a description of the conflict of interest arising from use of Affiliated Funds in Program accounts, see “Use of Affiliated Funds and Two Levels of Fees” in Item 4. The selection methodology used to determine whether a Fund becomes a Reference List Investment differs based on whether the Fund is actively managed or managed using passive investment strategies (i.e., index funds) (“passively managed”). Actively Managed Funds: When initiating a search for an actively managed Fund to obtain exposure to a particular asset class, the Sub-Adviser applies a proprietary quantitative approach to identify a manageable number of Funds for further evaluation, and then applies qualitative criteria to select amongst the narrowed list of Funds. The proprietary quantitative scoring system analyzes a variety of factors to identify Funds that have historically performed well versus their peers in falling markets, rising markets or both for the asset class. Past performance does not guarantee future results. Actively managed Funds that have at least a 36- month manager tenure and rank within the top two quintiles (i.e., the top 40%), are eligible for further evaluation on the basis of various qualitative factors. The qualitative factors include, but are not limited to, organizational stability, the quality of investment personnel, investment and risk management processes, capacity, regulatory compliance profile and other analytical criteria. The Fund’s expense ratio does not influence the selection of actively managed Funds for use as Reference List Investments. When an actively managed Fund becomes a Reference List Investment, the Sub-Adviser monitors it in accordance with its long-term investment philosophy. Actively managed Reference List Investments are periodically reviewed for use based on the Funds’ ongoing performance and the continued support of qualitative factors. These Funds will be removed if they fail to perform against the benchmark over an extended period of time and/or fail to be supportable by qualitative factors. Funds slated for removal from the Reference List Investments will be removed from model portfolios when operationally feasible as determined by the Sub-Adviser, and APS (as further described in this Item 6 under “Inclusion of Reference List Investments in the Model Portfolios”). Whenever a Reference List Investment requires replacement a search will be initiated for a new Fund in the asset class using a different quantitative approach than described above. Actively managed Funds that have at least a 36-month manager tenure and a significance level of the Fund’s excess return greater than 60% when the quantitative approach is applied are eligible for further evaluation on the basis of the qualitative factors described above (“Statistical Quantitative Screen”). In addition, approximately every four years from a Fund’s selection as a Reference List Investment, it is evaluated for continued use against other actively managed Funds in the same asset class using the Statistical Quantitative Screen. The Statistical Quantitative Screen will be applied until all of the Funds included as Reference List Investments have been replaced or retained using it. Passively Managed Funds: When initiating a search for a passively managed Fund to gain exposure to an asset class, the Sub-Adviser conducts a quantitative assessment of the accuracy with which the Fund replicates the performance of the benchmark index assigned to the asset class over the most recent 2-year period. While the Sub-Adviser generally accepts the benchmark index of that Fund, as determined by Allocation Provider or the Fund prospectus, it can adjust the assigned benchmark index from time to time, at its discretion, and has an incentive to select as the benchmark the index tracked by its Affiliated Funds. For a description of the conflict of interest arising from use of Affiliated Funds in Program accounts, see “Use of Affiliated Funds and Two Levels of Fees” in Item 4. 40  Among the passively managed Funds that meet the minimum quantitative replication criteria and liquidity thresholds (as determined by the Sub-Adviser at its discretion), the Sub-Adviser selects the Fund with the lowest expense ratio, unless such Fund is disqualified on the basis of qualitative factors, in which case the Fund with the next lowest expense ratio will be selected. Those qualitative factors include, but are not limited to, consideration of the Fund’s tax efficiency, securities lending practices, business and regulatory concerns associated with the Fund provider, fair value pricing for mutual funds, and historic premium or discount to net asset value for ETFs. For IRAs and accounts subject to ERISA, the determination of “lowest expense ratio” will take into consideration the Affiliated Fund fee credit described in Item 4 under “Affiliated Fund Fee Credit – for IRAs and Accounts Subject to ERISA.” This means that it will be more likely that a passively managed Affiliated Fund will be used in IRAs and accounts subject to ERISA than a passively managed unaffiliated fund. This increased likelihood for the use of Affiliated Funds resulting from consideration of the Affiliated Fund fee credit does not apply to taxable accounts. For a description of the conflict of interest arising from use of Affiliated Funds in Program accounts, see “Use of Affiliated Funds and Two Levels of Fees” in Item 4 and in “Client Preferences and Affiliated Funds” in this Item 6. When a passively managed Fund becomes a Reference List Investment, the Sub-Adviser periodically reviews it to reconfirm that it meets the minimum quantitative replication criteria and liquidity thresholds, and is still the lowest cost passively managed Fund that is not disqualified on the basis of qualitative factors. Should a Fund fall below the minimum quantitative replication criteria and liquidity thresholds or no longer be the lowest cost in its asset class, it may be removed as a Reference List Investment and replaced, as needed, through a search initiated for the asset class in the same manner as described here. Funds slated for removal from the Reference List Investments will be removed from model Portfolios when operationally feasible at the discretion of APS and the Sub- Adviser t (as further described in this Item 6 under “Inclusion of Reference List Investments in the Model Portfolios”). Oversight of Reference List Investments: Additions to and removals from the Reference List Investments are reviewed and approved by senior investment professionals from the Sub-Adviser. The quantitative and qualitative criteria for adding and removing Funds from Reference List Investments and any required exceptions to the process outlined here, are also approved by senior investment professionals from the Sub- Adviser, annually and upon material changes. APS also reviews updates to the Reference List Investments. APS conducts a review of the Funds recommended by the Sub-Adviser quarterly. There are other funds and strategies approved by the senior investment professionals from the Sub-Adviser for use by affiliates and their clients that are not included as Reference List Investments to the Program. Inclusion of Reference List Investments in the Model Portfolios: A team of portfolio managers at the Sub- Adviser (the “portfolio construction team”) selects the combination of Reference List Investments that, in its view, balances the risk tolerance, time horizon and Client Preference selections for each model portfolio available in the Program. Clients with an identical combination of Client Preferences, risk tolerance and time horizon and the same account type will receive the same combination of Reference List Investments (unless a client decides to request reasonable restrictions or other modifications to the management of their Program account, as described in Item 4 under “Investment Restrictions” and “Securities Transferred into Program Account for Retention”). The initial selection of Reference List Investments used to construct the model portfolios is based on a two- step process. First, the portfolio construction team reviews the strategic asset allocation associated with the Client Preferences for Income Approach, Downside Risk and Tax Management and selects Reference List Investments based on the team’s judgment of how different combinations of investments can achieve exposure to each asset class targeted for a strategic asset allocation, while also limiting the correlation among the investments. Second, the portfolio construction team seeks to satisfy the Client Preference combinations 41  equally for Affiliated Funds, Socially Responsible Investing and Portfolio Management Approach. Reference List Investments may not be available that satisfy all of these Client Preferences simultaneously, resulting in the portfolio construction team applying its discretion to create a combination of Funds that align with your Client Preferences. Additionally, the Sub-Adviser may determine that certain Reference List Investments intended to satisfy Client Preferences are no longer advisable for certain model portfolios based on market conditions and/or other factors, in which case the portfolio construction team will select other funds in view of the investment strategy of the affected the model portfolios. Because TIAA affiliates manufacture, advise and distribute Affiliated Funds, TIAA has an interest in the Program recommending a higher investment allocation to Affiliated Funds by accommodating certain of your Client Preferences instead of others when all cannot be accommodated simultaneously. For a description of the conflicts of interest arising from the investment of Program accounts in Affiliated Funds and the additional fees TIAA and its affiliates receive from the use of Affiliated Funds in the Program, see “Use of Affiliated Funds and Two Levels of Fees” in Item 4. An assessment is made periodically to determine whether the Reference List Investments in the model portfolios should continue to be used or replaced by other Reference List Investments. Program Limitations: Typically, a single Reference List Investment cannot be used to make up more than 60% of any model portfolio. Retention Funds: Once the portfolio construction team determines that a Reference List Investment Fund should be removed from the Reference List Investments and replaced in the model portfolio(s), the portfolio construction team will also determine whether that Fund should be maintained in certain existing taxable Program accounts in order to mitigate the tax consequences that would be realized by a sale of the Fund (referred to as a “Retention Fund”). Retention Funds are only held in existing taxable Program accounts and not retirement accounts or IRAs. The nature of the ongoing monitoring and reviews of Retention Funds will depend on whether the Fund is actively managed or passively managed. The Sub-Adviser monitors Retention Funds that are actively managed in accordance with its long-term investment philosophy and based on the same criteria applied to the Reference List Investments. For Retention Funds that are passively managed, the Sub-Adviser periodically reviews the Fund to reconfirm that it meets certain quantitative replication criteria and any applicable thresholds, also considering costs and other qualitative factors. The Sub-Adviser will consider material investment related factors to determine whether a Retention Fund should be removed from the affected model portfolios, notwithstanding any potential tax consequences to affected taxable Program accounts. Removal of a Retention Fund in taxable Program accounts may occur immediately or over time, for a particular Program account or a group of Program accounts. Model Portfolio Construction: Program accounts with an identical combination of Client Preferences, risk tolerance, and time horizon are invested in the same model portfolio investments, except for when: a client holds Legacy Assets (as defined and described in this Item 4 under “Securities Transferred into the Program Account for Retention”) in a Program account; a Retention Fund is maintained in a taxable Program account; or, a Reference List Investment Fund that has been replaced with a new Reference List Investment Fund for a particular model portfolio is maintained in a taxable Program account (“Replaced Reference List Fund”). Replaced Reference List Funds are only held in existing taxable Program accounts and not retirement accounts or IRAs. New deposits (other than Legacy Assets) will be invested in the current Reference List Investment Fund for a model portfolio. Retention Funds and Replaced Reference List Investment Funds may be maintained in a taxable Program account or migrated to the new Reference List Investment Fund for the model portfolio over 42  time in order to help mitigate the tax consequences associated with selling or redeeming a Fund in a Program account. The sale or redemption of Retention Funds or Replaced Reference List Investment Funds may result in a taxable event, including taxable gains. There is no guarantee that the retention or migration of Retention Funds or Replaced Reference List Funds will mitigate tax consequences in a Program account. This strategy does not account for client assets held outside a Program account. Fund differences between Program accounts in the same model portfolio will result in performance dispersion between Program accounts in the same model portfolio. APS has a conflict of interest in cases where a Retention Fund or a Replaced Reference List Fund, maintained or invested in a Program account, is an Affiliated Fund. 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 (e.g., account statements and reports). See “Use of Affiliated Funds and Two Level of Fees” in Item 4 for additional information on conflicts of interest related to the use of Affiliated Funds in the Program. The Program selects the same Reference List Investment for its IRAs and accounts subject to ERISA as for its taxable accounts, except when selecting passively managed Reference List Investments for IRAs and accounts subject to ERISA. In those cases, the portfolio construction team considers the Affiliated Fund fee credit applied to IRAs and accounts subject to ERISA when choosing the lowest cost passively managed fund for the model. This means that it will be more likely that a passively managed Affiliated Fund will be used in IRAs and accounts subject to ERISA than a passively managed unaffiliated fund. For a description of the conflict of interest arising from use of Affiliated Funds in Program accounts, see “Use of Affiliated Funds and Two Levels of Fees” in Item 4 and “Client Preferences and Affiliated Funds” in this Item 6. Once a Reference List Investment is designated for inflows or outflows, the decision can be implemented immediately or over an extended period of time at the discretion of the Sub-Adviser. Considerations include, without limitation, operational considerations, legal considerations, client directed activity, tax implications, and input from the Funds marked for asset flows. Based on these considerations, implementation of Reference List Investment inflows and outflows for different Program models or groups of Program accounts may occur over differing periods of time. For example, recommended fund inflows and outflows will generally occur immediately for IRA Program accounts, whereas for taxable accounts they may occur over time to mitigate the tax impact. Please see “Trade Randomization and Aggregation” in Item 4 for additional information on the implementation of trades and “Discretionary Authority” in Item 4 for a description of the other discretionary authority granted to the Program and delegated to the Sub-Adviser, subject to APS’ oversight. The Program’s model portfolios contain a combination of Funds that represent, depending on the Fund, indirect investments in equity, fixed income, and to a lesser extent, derivative investments, alternative investment strategies and non-traditional asset classes. For all Funds, the return and principal value will fluctuate with changes in market conditions. In addition, shares when sold may be worth more or less than their original cost. Note that the Program does not offer a margin trading strategy. Tax Loss Harvesting. For taxable accounts that select the Client Preference for Tax Management or ETM, the Program will seek to harvest the tax losses in your Program account to the extent consistent with the Program’s investment strategy. Tax loss harvesting occurs when the Program strategically sells a security in your Program account with unrealized losses. When the Program sells this security, it may enable you to offset taxes on both capital gains and a limited amount of ordinary income. The Program is designed to select “similar” (but not 43  “substantially identical”) investments to replace the strategically sold existing investments (“replacement security”) based on historical returns, correlations and portfolio construction methodology, but not necessarily based on your Client Preference. The Program harvests tax losses with respect to securities it has recommended and not necessarily based on positions in your Program account. For example, the Program will not take into consideration any Legacy Assets held in your Program account when determining whether to sell securities. It will review the positions in your Program account for tax losses daily. The Program may change this frequency from time to time without notice to you. The Program’s goal is not to maximize overall losses either in your Program account or across all of your accounts (at TIAA or elsewhere), as the Program will not necessarily sell all securities with unrealized losses in a particular Program account and will also not necessarily sell securities with the greatest aggregate losses in a particular Program account. The Program will only sell those securities with unrealized losses that it determines are appropriate to be sold at the time, taking into consideration such factors as the availability of a replacement security. The Program makes no warranty or guarantee that these similar investments will perform similarly to the replaced investments, nor does it make any warranty or guarantee that the sale of the existing investment and the purchase of a replacement investment will be effective in reducing your tax obligations in the present or in the future. You are required to notify APS, in writing, if you are prohibited from investing in any individual investments. Such prohibitions may alter the “similar” investments selected as part of the Program and may alter the effectiveness of the Tax Loss Harvesting strategy. If you and/or your spouse have other taxable or non-taxable accounts, and you hold in those accounts any of the securities held in your Program account, you should not buy any security sold at a loss for a period of at least 30 days before or after the Program sells those same securities as part of the Tax Loss Harvesting strategy to avoid the possible application of the “wash sale” rules. You are responsible for monitoring your (and your spouse’s) accounts both inside and outside of the Program to ensure that transactions in the same security or a substantially similar security as one traded from your Program account do not create a wash sale. Your Program account information can be accessed online or by making a request to your Advisor. A wash sale is the sale at a loss and purchase of the same security or substantially similar security within 30 days of each other. If a wash sale transaction occurs, the IRS may disallow or defer the claimed loss for tax reporting purposes. More specifically, the wash sale period for any sale at a loss consists of 61 calendar days: the day of the sale, the 30 days before the sale, and the 30 days after the sale. The wash sale rule has the effect of disallowing or postponing losses on a sale if a replacement security is bought within these time periods. If you have multiple accounts in the Program under one Household, the Program will not monitor your Household’s accounts, nor will it monitor any accounts for members of your Household maintained outside the Program, to ensure that transactions in the same security or a substantially similar security do not create a wash sale. For more information on the wash sale rule, please read IRS Publication 550. Whether the Program, including tax management and tax loss harvesting, is effective in reducing your overall tax liability will depend on your entire tax and investment profile, including purchases and dispositions in your (or your spouse’s) accounts outside of the Program, the nature of your investments (e.g., taxable or nontaxable) and their respective holding period (e.g., short-term or long-term). The Program will monitor only your Program account to determine if there are unrealized losses for purposes of determining whether to harvest losses. Transactions in any account other than your Program account (such as your spouse’s accounts held at TC Services), any accounts outside of TIAA, or even additional Program accounts may affect whether a loss is successfully harvested. Moreover, in determining whether and how to harvest tax losses, the Program will rely on various assumptions about the tax posture of a typical investor, which assumptions may or may not correspond with your actual circumstances. Client Directed Tax Management: In addition to the Client Preference for Tax Management, for taxable accounts the Program will also accept your instructions to harvest a specific amount of tax losses or gains, 44  subject to such limitations and procedures as the Program may establish from time to time. Instructions to harvest tax losses must be provided in writing in the manner prescribed by the Program. The Program will only sell up to ten percent of your Program account in an effort to harvest taxes at your request. The Program will reasonably attempt to fulfill your instructions but may determine that a request is not feasible for a variety of reasons, including but not limited to, the size of the request. The Sub-Adviser will follow its internal procedures to determine which securities to sell in harvesting losses or gains. Unlike the Client Preference for Tax Management in which substituted securities are used, any proceeds from tax loss sales made at your direction will be held in cash and will not be reinvested in substitute securities, which may reduce the performance of your Program account. Please contact your Advisor for more information about the limitations and procedures that apply. APS does not employ tax professionals and has not and will not provide tax advice to you. No employee or agent of TIAA is qualified or permitted to provide tax advice. You should consult a tax professional for specific tax advice and specifically regarding the tax consequences of investing with the Program and engaging in the Tax Loss Harvesting strategy based on your particular circumstances. No feature of, interaction with, description of, or action taken in accordance with the Program, including the Client Preference for Tax Management, represents a tax strategy in the context of your individual tax situation and should not replace or supplement the advice of your personal tax advisor. APS is not responsible for ensuring that you accurately report the trading activity in your Program account to the IRS or any other relevant taxing authority. APS is not responsible to you for the tax consequences of any transaction in a Program account. APS makes no warranties or guarantees that the tax consequences described herein or in any materials provided to you in respect to your Program account will be achieved by the Program. APS also makes no warranty or guarantee that the IRS or other relevant taxing authorities will not challenge the tax consequences of its trades, nor that any such challenge will not be successful. If the IRS is successful in its claim that one or more transactions executed pursuant to the Program were wash sale transactions, any loss recognized on such transactions may be deferred or disallowed, and you may be subject to the imposition of interest and penalties on such transactions. Risks of Investing in the Program. The following is a general description of risks associated with investing in the Program. The following list describes risks at the overall portfolio level for your Program account and does not claim to be an exhaustive list of all risk factors associated with the Program. The following list also does not describe the principal risks of the underlying funds and ETFs selected for your portfolio, which are described in each fund’s and ETF’s current prospectus. Investment Risks: • Market Risk. The price of any security or the value of an entire asset class can decline for a variety of reasons outside of the Program’s control, including, but not limited to, changes in the macroeconomic environment, unpredictable market sentiment, forecasted or unforeseen economic developments, interest rates, regulatory changes, and domestic or foreign political, demographic, epidemic, pandemic, or social events. For example, if a client has a high allocation to a particular asset class, and that asset class underperforms relatives to the overall market, their Program account may be negatively impacted. Additionally, a low allocation to a particular asset class that outperforms other asset classes will cause the Program account to underperform relative to the overall market. • Global Economic Risk. National and regional economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country, region or market might adversely impact issuers in a different country, region or market. Changes in legal, 45  political, regulatory, tax and economic conditions may cause fluctuations in markets and securities prices around the world, which could negatively impact the value of an account’s investments. Major economic or political disruptions, particularly in large economies, may have global negative economic and market repercussions. Additionally, events such as war, terrorism, natural and environmental disasters and the spread of infectious illnesses or other public health emergencies may adversely affect the global economy and the markets and issuers in which an account invests. These events could reduce consumer demand or economic output, result in market closure, travel restrictions or quarantines, and generally have a significant impact on the economy. Such events could materially increase risks, including market and liquidity risk, and significantly reduce account values. These events could also impair the information technology and other operational systems upon which service providers, including APS, rely, and could otherwise disrupt the ability of employees of service providers to perform essential tasks on behalf of an account. There is no assurance that governmental and quasi-governmental authorities and regulators will provide constructive and effective intervention when facing a major economic, political, or social disruption, disaster or other public emergency. • Mutual Funds and ETFs (Funds) Risks. Investing in shares of a Fund involves risk of loss that Program clients should be prepared to bear. For mutual funds and ETFs in particular, this includes the risk that the general level of underlying security prices may decline, thereby adversely affecting the value of the Fund. Moreover, a Fund may not fully replicate the performance of its benchmark index. Funds are not guaranteed or insured by the Federal Deposit Insurance Corporation or any other government agency. Funds have their own fees, investments and risks. For the specific information associated with any Fund used by the Program for your account, please consult the Fund’s prospectus and statement of additional information, which you should read carefully. • Fixed Income Risk. Your Program account may hold significant positions in mutual funds and ETFs that invest exclusively or primarily in debt securities such as corporate and foreign bonds. Debt securities are subject to credit risk, which is the risk that the issuer of the security will not be able to make principal and interest payments when due. This will significantly impair the value of the security. Even if a debt issuer continues to make principal and interest payments, the market value of a debt security can decline because of concerns about the issuer’s ability to make such payments in the future. Debt securities are also subject to interest rate risk because their value will rise and fall with changes in interest rates. When interest rates rise, the market prices of already issued debt securities usually declines and when interest rates fall, the market value of the debt instrument will rise. Interest rate risk tends to be greater for debt securities with longer maturities or duration. • Model Risks: The assumptions made in the construction of the models may limit their effectiveness. For example, use of historical market data may not predict future events. Additionally, inaccuracies or limitations in the quantitative analysis or models used by the Program may interfere with the implementation of model portfolio strategy. • Asset Allocation and Investment Strategy Risks: The asset classes used within the various model portfolios offered through the Program can perform differently over time and potentially underperform the Program’s expectations. More aggressive strategies used within the model portfolios generally contain larger weightings of riskier asset classes such as equities. • Tactical Allocations Risk: The Sub-Adviser and APS generally have discretion to make short to intermediate term tactical allocations that increase or decrease the exposure to asset classes and investments. As a result of these tactical allocations, a client account may deviate from its strategic 46  target allocations at any given time. A client account’s tactical allocation strategy may not be successful in adding value, may increase losses to the account and/or cause the account to have an investment strategy different than that portrayed in the client account’s strategic asset allocations from time to time. • Liquidity Risk. Program clients collectively account for a significant portion of certain ETFs and mutual funds (in some cases, in excess of 50%). As a result, when the Program generates a full or partial liquidation of larger size, mutual fund managers are generally permitted under the terms of the fund’s prospectus to satisfy the redemption “in kind” (i.e., the Program would receive a distribution of securities, rather than cash, which it would need to liquidate directly). A redemption received in kind may require the use of a transition manager, which may be difficult to source and costly. In order to avoid a redemption in kind, the Program may liquidate such positions over a more extended period of time, which introduces pricing risk. Further, mutual funds may “gate” during times of market stress or otherwise allocate liquidity among investors seeking to redeem, which can further delay the Program’s ability to reduce or redeem out of such positions. Additionally, when the Program aims to liquidate large positions in an ETF that has less liquid underlying investments it can create pricing gaps, which the Program may mitigate by buying and selling the ETF over an extended period of time. While the Program may be able to execute large ETF sales with a market maker, a market maker generally assesses a markdown for a large, at-risk trade. These scenarios create a risk that the mutual fund or ETF is not sold in a timely manner at the desired price. • Concentration Risk. Program clients collectively account for a significant portion of certain ETF and mutual fund assets (in some cases, in excess of 50%) and a decision by the Program to sell the shares of the ETF or mutual fund may negatively impact the value of the ETF or mutual fund. In addition, managed account programs operated by TIAA Affiliates (including WIM often own material positions in these same ETF and mutual funds, which increases the collective ownership by TIAA and heightens this risk. • Tax Management Risk. Program clients may select the Tax Management or Enhanced Tax Management Client Preferences, which seek to defer, minimize, or prioritize tax efficiency of the Program account. Although APS will manage your account to these preferences, no investment strategy can guarantee the tax implications with respect to a client’s portfolio. Clients should discuss their specific tax transition and portfolio with their tax professional. Requesting that any security be held for an extended period of time can result in deviation from the model-based Portfolio that is selected based on Client Preferences. The longer the period for transition, the longer the deviation from model-based Portfolio. As such, the client’s performance will differ from the performance of other clients that are invested in the same model-based Portfolio. If the deviation between your account and your assigned model-based Portfolio exceeds the standards set by us in our sole discretion, the Program may sell a greater amount of securities that you have transferred into the Program than would otherwise be sold under the gains budget set for you. This could result in a higher amount of capital gains and taxes. Refer to Description of Client Preferences in this Item 4 for more information about the Tax Management and Enhanced Tax Management Client Preferences. Cybersecurity Risks: With the increased use of technologies such as the Internet to conduct business, client portfolios are susceptible to operational, information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events that include, but are not limited to, gaining unauthorized access to digital systems, misappropriating assets or sensitive information, corrupting data, or causing operational disruption, including the denial-of-service attacks on websites. Cyber security failures 47  or breaches by a third party service provider and the issuers of securities in which the portfolio invests, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs, including the cost to prevent cyber incidents. Reliance on Technology: The offerings within the Program are dependent upon various computer and telecommunication technologies, many of which are provided by or are dependent on third parties. The successful operation of the Program could be severely compromised by system or component failure, telecommunication failure, power loss, a software-related system crash, unauthorized system access or use (such as “hacking”), computer viruses and similar programs, fire or water damage, human errors in using or accessing relevant systems, or various other events or circumstances. It is not possible to provide comprehensive and failsafe protection against all such events, and no assurance can be given about the ability of applicable third parties to continue providing their services. Any event that interrupts such computer and/or telecommunication systems or operations could have a material adverse effect on the Program. Such a material adverse effect may have a heightened impact on the Program given the automated nature of the services provided. Limitations of Risk Disclosures: As the strategies develop and change over time, clients may be subject to additional and different risk factors, therefore the above list of risks is not a complete enumeration or explanation of the risks involved in investment in Program. No assurance can be made that profits will be achieved or that substantial losses will not be incurred. Performance-based Fees and Side by Side Management APS does not charge performance-based fees, which are fees based on a share of a Program account’s capital gains or appreciation, to its Program clients or any other clients. Voting Client Securities Rule 206(4)-6 under the Advisers Act requires that investment advisers exercising voting authority on behalf of their advisory clients must adopt and implement written policies and procedures reasonably designed to ensure that proxies are voted in a manner that reflects the best interests of clients. Program account proxies are voted by TIAA’s Nuveen Stewardship Group (the ”NSG”), unless you request otherwise, in which case the proxy materials will be sent directly to you. In voting your proxies, the NSG follows the guidelines set forth in the TIAA policy statement on responsible investing. Conflicts of interest identified are resolved through guidelines set forth in NSG’s procedures. This includes the use of an independent third-party proxy advisory firm (currently, Institutional Shareholder Services) to vote proxies for Program holdings in Affiliated Funds, The NSG works with a proxy execution firm to effectuate the voting of your proxies. The Program reviews the proxy voting practices of NSG periodically to ensure that they are acting in clients’ best interests. TC Services intends to vote proxies in accordance with its clients’ best interests and aims to use proxy voting as a tool to promote positive returns for long-term shareholders. TC Services may not vote proxies if it determines that the benefit of voting individual proxies is small relative to the undue burden of voting those proxies, or where the client’s account does not have an economic interest in the outcome of the proxy. You cannot direct the Program on how to vote on a particular proxy; you must either delegate all proxy voting to the Program on your behalf or wholly retain voting privileges. You may obtain information about how the NSG voted with respect to any security by calling your Advisor. You may also obtain a copy of the 48  applicable proxy voting policies and procedures, and the TIAA policy statement on responsible investing, by calling your Advisor, also available here: https://www.tiaa.org/public/pdf/ri_policy.pdf. Class Actions. The Program will not and does not undertake to act on your behalf with regards to class action claims or notices and instead will forward any such claims or notices directly to you for handling. The Program will pass through for you to vote directly any voluntary corporate action notices. Note that neither TC Services nor its clearing firm, Pershing, will vote or take any discretionary or voluntary action with respect to any fractional share position within managed account programs. Managed account clients holding any fractional share position will not be able to provide instruction in connection with voluntary corporate actions (e.g., tenders), except for optional dividends. Other Advisory Services APS provides other managed account programs, such as the TIAA Personal Portfolio wrap fee program (“TPP”) and the PAM managed account program (together with the Program, the “TIAA Managed Accounts”). Different managed account programs have different fee structures and offerings of services than the Program and have access to different Funds, asset classes and/or share classes of Funds than those available through the Program. These differences are based on the level and type of services offered by each program, the service providers and platforms used in each program and the amount of a client’s assets under management, among other factors. You should consult your Advisor for more information about the other managed account programs when considering whether the Program is right for you. Advisors can recommend that you open, contribute or consolidate assets (through a rollover or transfer) into any of the TIAA Managed Accounts (except TIAA Personal Portfolio, which is closed to new investors). In certain cases, a client may be eligible to invest in more than one TIAA Managed Account recommended by TC Services. • TC Services has an incentive to recommend the Program over the TPP program when the client is eligible for both. The revenue that TC Services retains from the Program Fee is greater than the advisory fee you would pay on a TPP account. • Based on a comparison of investment management fees and without regard to the cost of the additional services provided in PAM, including a dedicated Portfolio Manager, TIAA typically has an incentive for TC Services to recommend a PAM account over a Program account when the client is eligible for both. This is because the blended fee rate that you pay on a PAM account can be greater than the rate you would pay on a Program account (depending on account size and mix of asset classes). However, our incentive to recommend the PAM account (over a Program account) depends on the total revenue and costs to all TIAA entities from a particular account, which varies based on additional factors such as the level of service required by a client and cost of transactions. All else being equal, the Program account generally is more expensive for you, and more profitable for TIAA overall, than the PAM account when trading activity in your Program account is low because TIAA bears transaction costs for assets invested in the Program, but not in the PAM account. Making a recommendation that generates more revenue, or decreases the costs, to TC Services and/or TIAA as a whole presents a conflict of interest. Please see the TC Services APS disclosure brochure at https://www.tiaa.org/public/pdf/tc_adv_program.pdf for more detail on the revenue that TC Services and/or TIAA receives from each TIAA Managed Account program. We address the conflicts of interest by disclosing our incentives to you, by requiring that all TC Services’ recommendations be assessed in 49  accordance with applicable regulatory standards, to determine whether they are appropriate for client’s financial needs, and by ensuring advisors compensation does not vary based on the managed account type they recommend. Positions taken by APS or the Sub-Adviser on behalf of some managed account clients may be the same as, or different from, or made contemporaneously or at different times than, positions taken for other clients. The Sub-Adviser’s investment decisions for the Program are based on research or other information that is also used to support its investment recommendations for other clients, and it may be perceived as a conflict of interest when advice differs for their accounts that use strategies similar to those used by Program accounts, especially if the investment decision results in TIAA retaining more of the Program Fee as described in Item 4 under “Model-Based Portfolios and Portfolio Investments.” APS seeks to identify and mitigate or disclose actual and perceived conflicts of interest with clients and to resolve such conflicts appropriately if they do occur. APS also offers, separately from the Program, non-discretionary financial planning services with an emphasis on retirement planning needs. Retirement planning helps clients invest for retirement and address income needs. Retirement planning is generally limited to providing advice across fixed annuities, variable annuities, mutual funds, and ETFs. These services are described in greater detail in the TC Services Form ADV Part 2A disclosure brochure. Item 7 – Client Information Provided to Portfolio Managers As described in Item 4 under “Engagement of Service Providers to Formulate Advice,” APS has engaged WIM to provide portfolio management services. To facilitate this, APS provides your risk tolerance level (ranging from very conservative to very aggressive), time horizon and Client Preferences to its Sub-Adviser in connection with your Program account. APS will pass through to its Sub-Adviser any updates to this information as received by you. APS does not provide your personal data to the Allocation Provider or the External Adviser. Item 8 – Client Contact with Portfolio Managers The Program does not generally contemplate that you will speak directly with either the Sub-Adviser investment professionals or the External Adviser responsible for the formulation of Program advice; however, they may be made available upon specific request. Rather, Advisors knowledgeable about the Program and its advice are available during normal business hours to discuss any aspect of the Program with you. Item 9 – Additional Information Disciplinary Information and Information about Other Financial Industry Activities and Affiliations 1. On February 16, 2024, the SEC issued an order regarding conduct TC Services had self-reported to the SEC in connection with the SEC’s Regulation Best Interest examination. Without admitting or denying the findings, TC Services consented to the entry of an order (the “Settlement Order”) finding that it violated the General Obligation, Disclosure Obligation, Care Obligation and Compliance Obligation found in Rules 15l-1(a)(1) and (2) under the Exchange Act when making recommendations to customers to open TIAA IRA and IS IRA accounts by not adequately disclosing the availability of lower cost share classes of mutual funds within brokerage window accounts 50  attached to TIAA IRA and IS IRA accounts. Pursuant to the Settlement Order, TC Services consented to a censure and was ordered to cease and desist from committing or causing further violations of Rules 15l-1(a)(1) and (2) under the Exchange Act. TC Services also was ordered to pay disgorgement of $936,714 and prejudgment interest of $103,424.91. The SEC also imposed a civil penalty of $1.25 million on TC Services. 2. On July 13, 2021, TC Services entered into settlements with the SEC and the New York Attorney General (“NYAG”), without admitting or denying the findings. The settlements state that during the period January 1, 2012 to March 30, 2018, TC Services made false, inaccurate or misleading statements in the marketing of Portfolio Advisor managed accounts, and (1) failed to correctly or adequately disclose to clients the financial incentives and conflicts of interest for WMAs to recommend rollovers from a TIAA Plan to the Portfolio Advisor program, over other investment options that would earn less compensation for the WMA and less revenue for TC Services; (2) provided clients with incomplete and misleading information about their investment options, including the existence of other investment options with lower costs and/or better net-of-fees modeled returns, particularly the option of retaining assets in employer-sponsored plans; and (3) provided training that confused WMAs, who made inaccurate and confusing statements concerning the legal standard under which WMAs were acting when making investment recommendations, with WMAs believing and stating that they were acting as fiduciaries. In the settlements, TC Services was found to have violated, and was ordered to cease and desist from committing or causing further violations of: (1) Sections 206(2), 206(4) and 206(4)(7) of the Investment Advisers Act of 1940; (2) Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933; and (3) the Martin Act, New York Executive Law section 63(12) and New York common law. TC Services also was ordered to provide client restitution in the amount of $97 million, which included a $9,000,000 SEC penalty, return of a portion of fees in the amount of $73,985,572 and prejudgment interest of $14,014,428, to approximately 20,000 former or current clients who opened a Portfolio Advisor account using assets from a TIAA-administered retirement plan between January 1, 2012 and March 30, 2018. In resolving the matter, the NYAG and SEC acknowledged certain measures taken by TC Services prior to and during the investigations, including: (1) changes to WMA compensation to remove differential compensation between managed accounts and other retirement plan options; (2) the decision to hold all WMAs to a fiduciary standard when recommending the Portfolio Advisor program; and (3) enhancements to training, disclosures, supervision, and policies and procedures to improve its practices regarding the issues in the settlement. Pursuant to the settlements’ terms, TC Services has undertaken to notify affected clients of the terms of the settlements, to continue to hold all WMAs to a fiduciary standard when recommending the Portfolio Advisor program, to review and improve as necessary the training programs and disclosures, and to report to the SEC and NYAG regarding compliance with the undertakings and relief provisions. For a copy of the SEC order, see https://www.sec.gov/litigation/admin/2021/33-10954.pdf 3. On March 11, 2019, the SEC issued an order regarding conduct TC Services had self-reported to the SEC in connection with the Share Class Selection Disclosure Initiative (the “Initiative”). Without admitting or denying the findings, TC Services consented to the entry of an order (the “Settlement Order”) finding that it violated Sections 206(2) and 207 of the Advisers Act by not adequately disclosing to clients enrolled in the Portfolio Advisor and Portfolio Manager programs certain conflicts of interest related to the receipt of Rule 12b-1 fees and selection of mutual fund share classes that pay such fees. Pursuant to the Settlement Order, TC Services consented to a censure and 51  was ordered to cease and desist from committing or causing further violations of Sections 206(2) and 207 of the Advisers Act. TC Services also was ordered to disgorge a total of $2,102,280.21 in Rule 12b-1 fees received, plus $293,342.08 in prejudgment interest, to affected investors and to notify affected investors of the Settlement Order’s terms, including the following undertakings: (1) review and correct as necessary all relevant disclosure documents concerning mutual fund share class selection and Rule 12b-1 fees; (2) evaluate whether existing clients should be moved to a lower- cost share class and to move clients as necessary; and (3) evaluate, update and review for the effectiveness of their implementation, TC Services policies and procedures to assure that they are reasonably designed to prevent violations of the Advisers Act in connection with disclosures regarding mutual fund share class selection. The SEC did not impose a civil penalty on TC Services based on TC Services self-reporting through the Initiative. 4. On November 22, 2016, TC Services entered into a settlement, known as a letter of acceptance, waiver and consent (“AWC”) with FINRA, a self-regulatory organization for broker-dealers. The settlement related to how it confirmed transactions it effected between 2004 and 2015 for employer retirement plans record-kept by TIAA. TC Services accepted and consented to the entry of findings (without admitting or denying the findings) that it failed to deliver confirmations for certain transactions and delayed delivery of confirmations due to technological issues and ambiguities in a vendor contract, and did not denote the firm’s capacity as agent on certain confirmations, resulting in violations of Securities Exchange Act Rule 10b-10, NASD Rule 2230 and FINRA Rule 2232 related to customer confirmations, and NASD Rule 2110 and FINRA Rule 2010 related to standards of commercial honor and principles of trade. TC Services further consented to a censure and fine of $275,000. The activity subject to the settlement was not related to APS’ investment advisory programs. In resolving the matter, FINRA recognized that TC Services: (1) timely self-reported the foregoing confirmation issues to FINRA; (2) prior to detection or intervention by a regulator, engaged outside counsel and an independent consultant to conduct an internal forensic investigation of the relevant issues; (3) promptly took corrective action and revised its policies and procedures regarding confirmation production and delivery; (4) hired additional staff dedicated to ensuring proper confirmation production and delivery; and (5) provided substantial assistance to FINRA by sharing the results of its internal investigation and voluntarily and promptly providing updates regarding additional confirmation delivery issues discovered during its internal investigation. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading APS has a Code of Ethics and Personal Trading Policy (“Code of Ethics Policy”) that regulates the personal securities trading activities of investment personnel and other persons with access to confidential trading information (collectively “access persons”) and requires them to address conflicts of interest, appropriately, e.g., when investing in or making additional contributions to investments that are branded, sponsored, advised or sub-advised by TIAA or its affiliates. It ultimately seeks to ensure that access persons place the interests of clients of TC Services ahead of their own interests with respect to their personal securities trading activities. All access persons and members of their households must report their personal holdings and transactions in covered securities. Certain access persons are subject to certain restrictions and prohibitions in trading for their own accounts and are subject to pre-clearance of certain securities transactions by a compliance unit. The Code of Ethics Policy also prohibits the misuse of material nonpublic information and confidential information. APS prohibits or limits the purchase of securities in initial public offerings and private placements. Advisors may purchase or sell for their personal account securities recommended to you subject to the limitations of the aforementioned Code of Ethics Policy. The Sub-Adviser, which directs securities trades for the Program, has a similar policy. You may request a copy of APS’s Code of Ethics Policy by calling your Advisor. 52  SEC rules require broker-dealers to maintain a minimum amount of working capital. TC Services may invest this working capital in money market mutual funds, mortgage-backed securities, investment grade corporate bonds or U.S. Treasury Securities. Except for securities invested for this limited purpose, TC Services does not generally buy or sell its own securities that it may recommend to you. Review of Accounts Recommendations to open, contribute or consolidate assets into a TIAA Managed Account are reviewed in accordance with applicable regulatory standards, to determine whether they are appropriate for clients’ financial needs, as described in Item 4 under “Sales, Enrollment, and Servicing and the Role of Advisors.” APS has an ongoing obligation as a fiduciary to consider whether prior recommendations to open, contribute to or consolidate assets (through a rollover or transfer) into a Program account and continued enrollment in a Program account remain appropriate for its clients. APS and Advisors fulfill this obligation by offering to meet with Program clients at least annually through notices in various Program communications requesting that Program clients contact their Advisor if their investment objectives or financial circumstances have changed. When meeting with Program clients, Advisors focus on whether the client’s financial circumstances or their individual preferences for advisory services have changed materially in a way that might suggest that the Program account is no longer appropriate, or whether changes to the management of your Program account should be made (including whether the client wants to impose or modify any reasonable restrictions on the account). Advisors do not have a role individually in determining whether the Sub-Adviser continues to perform adequately as investment manager, as that review is conducted by APS periodically and serves as the basis for making these account type recommendations to its clients as described in Item 4 under “Sales, Enrollment, and Servicing and the Role of Advisors.” In between these inquiries, as noted above clients are advised to contact an Advisor whenever a material change occurs in their financial situation or investment objective, as either may affect the continued appropriateness of the Program account. A review of the continued appropriateness of the Program account will be conducted, as needed, whenever this information is brought to TC Services’ attention. TC Services will have no liability for your failure to provide it with accurate or complete information or to inform APS promptly of any changes in the information you previously provided. When received, APS will evaluate whether any changes should be made to the management of your Program account based on this information. Any changes to your model portfolio may not occur the same day following receipt of the instruction. Extreme market volatility and in process trades could impact this timing. Examples of material changes include, but are not limited to changes in net worth, employment status, marital status, family size, occupation, residence, health or income level, investment objective or risk tolerance (for example, changes based on market events). As described in Item 4 under “Sales, Enrollment, and Servicing and the Role of Advisors,” service requests fulfilled by Representatives are not promptly shared with Advisors. For any changes to your financial circumstances, you should contact your Advisor. Any recommendations regarding the Program account that occur when Advisors meet with Program clients are subject to the fiduciary duty described in Item 4 under “Standards of Care.” As part of the investment management service for your Program account, and as described in Item 4 under “Rebalancing,” the model portfolio used in connection with your Program account will be monitored daily for drift. Market conditions and other factors will likely cause your Program account to deviate over time from the model portfolio. When such deviations become materially significant (as determined by the Program’s parameters), then your Program account will be rebalanced to align it more closely with the model portfolio, provided your Program account meets the minimum balance requirements as described in Item 4 under “Funding.” 53  Quarterly performance reports (which can be requested from your Advisor) will be available to you beginning after the completion of your first full enrollment quarter detailing the progress of your Program account. You will also receive separate brokerage confirmation statements reflecting individual transactions made in your Program account, unless you elect to suppress these statements, with a quarterly confirmation report summarizing all information that would otherwise be contained on the separate brokerage confirmation statements. You are able to change your election at any time. You will also receive monthly or quarterly brokerage account statements depending upon Program account activity. You are responsible for reviewing each report and statement in a timely manner and alerting an Advisor to any discrepancy. The Program will compile quarterly performance information for your Program account based upon uniform criteria consistent with generally accepted industry standards. You may request mutual fund prospectuses for each new mutual fund purchased for your Program account. For important information about each Fund, including investment objectives, risks, charges, and expenses, you can read each Fund’s prospectus carefully and consider all the information in it before investing. All written information, including, but not limited to your reports, statements and confirmations may be delivered to you in electronic format if you consent to such delivery at the time of enrollment or anytime thereafter. You may opt out of electronic delivery at any time. Client Referrals and Other Compensation In connection with other services provided to you outside of the Program, Advisors may recommend you invest in affiliated products and non-advisory services offered by or through TIAA such as variable annuities or mutual funds. TC Services and its affiliates receive compensation for services they provide to these affiliated products, including but not limited to advisory, distribution, and administrative services. Refer to the prospectuses, statements of additional information, or other disclosures for the applicable affiliated product for a complete description of such fees and payments. Also, recommending affiliated products creates a conflict of interest because the TIAA family of companies receives more revenue when recommending affiliated products than when recommending unaffiliated products. Please refer to “Use of Affiliated Funds and Two Levels of Fees” and “About TIAA” in Item 4 for additional information about these conflicts of interest and how they are addressed. TC Services compensates financial professionals who act as broker-dealer representatives for client referrals to TC Services’ advisory division. For information about how these financial professionals are compensated for these referrals, see “Compensation of WMAs, WAs and other TC Services’ Representatives” in Item 4. In addition, “Share Class Selection” and “Program Fees – Other Fees and Expenses” in Item 4 describe the payments that TC Services and its clearing firm, Pershing, receive from certain Affiliated Funds and unaffiliated mutual funds as compensation for distribution, shareholder, and administrative services. TC Services does not compensate, and has no referral arrangements with, any third parties for referrals they make to APS. Financial Information TC Services does not require or solicit prepayment of more than $1,200 in fees per client six months or more in advance and, thus, has not included a balance sheet of its most recent fiscal year. TC Services is not aware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments to clients, nor has TC Services been the subject of a bankruptcy petition at any time during the past ten years. 54  Item 10 —Requirements for State Registered Advisers TC Services is a federally registered investment adviser. 55  Biographies of WIM Investment Management Personnel The Brochure Supplements (each, a “Brochure Supplement”) that appear on the following pages contain the biographies of those affiliated investment personnel who manage assets invested in the Portfolio Advisor Wrap Fee Program (“Program”) on behalf of Advice and Planning Services (“APS”), the division of TIAA- CREF Individual & Institutional Services, LLC (“TC Services”) that sponsors, administers and manages the Program. These investment personnel support the Program as part of an investment team at APS’ affiliated registered investment adviser, WIM (the “Investment Team”) that APS engages to formulate advice for the Program, subject to its oversight. (Prior to January 1, 2026, the Investment Team was a division of TIAA Trust, N.A., a TC Services affiliated federal bank trust.) Brochure Supplement Niladri Mukherjee January 1, 2026 This Brochure Supplement provides information about Niladri Mukherjee, an individual who is on the Investment Team that has investment discretionary authority over assets enrolled in the Program, subject to APS’ oversight. It supplements the attached Disclosure Brochure for the Program. You should have received a copy of that Disclosure Brochure. Please call 704.988.1000 if you did not receive a copy of the Program’s Disclosure Brochure or if you have any questions about the contents of this Brochure Supplement. Background. Niladri is 50 years old as of the date of this Brochure Supplement. His work address is 730 Third Ave., New York, NY, 10017. His phone number is 704.988.1000. Niladri is the Chief Investment Officer for the Investment Team WIM’s corporate headquarters are located at 8500 Andrew Carnegie Blvd., Charlotte, NC 28262, phone 888-842-9001. Educational Background and Business Experience. Niladri joined the Investment Team in April 2023 in his current role as Chief Investment Officer. Prior to joining TIAA, Niladri worked for Bank of America for 16 years and held a variety of roles, including Managing Director, Head of Portfolio Strategy for the Chief Investment Office at Bank of America, supporting Merrill Lynch and the Private Bank. Niladri graduated with a B.S. in Physics from St. Stephen’s College in Delhi, India and graduated with an M.B.A. in Finance from New York University’s Stern School of Business. Disciplinary Information. Niladri has no history of disciplinary events. Other Business Activities. Niladri serves on the Advisory Board of Stevens School of Business at Stevens Institute of Technology in New Jersey. Additional Compensation. Niladri is paid a base salary and bonus. Bonus compensation takes into account a number of factors based on Niladri’s role with TIAA Wealth Management, including the overall economic performance of TIAA, the risk adjusted performance of the portfolio strategies, achieving operational and risk standards, delivering ongoing advisory program and process enhancements demonstrated through customer engagement, and the growth of total assets generated by the advisory salesforce. Niladri does not receive compensation for providing advisory services from anyone other than his employer. Supervision. The investment discretion exercised by the Investment Team is principally monitored by WIM, which APS engages to formulate advice for the Program. Senior investment professionals from WIM typically meet monthly to review investment related decisions, policies, and procedures and annually to review the investment strategy work of the Investment Team. APS exercises oversight as described in the Program’s Disclosure Brochure. Niladri’s supervisor is Rashmi Badwe, Executive Vice President and 56  Chief Operating Officer, TIAA Wealth, at 704.988.1000. General inquiries regarding accounts, balances, distributions, or any other account administrative features should be directed to your Advisor. Brochure Supplement Matt Hanna January 1, 2026 This Brochure Supplement provides information about Matt Hanna , an individual who is on the Investment Team Investment Committee that exercises investment discretion over your assets enrolled in the Program, subject to APS’s oversight. It supplements the attached Disclosure Brochure for the Program. You should have received a copy of that Disclosure Brochure. Please call 704.988.1000. if you did not receive a copy of the Program’s Disclosure Brochure or if you have any questions about the contents of this Brochure Supplement. Matt is 41 years old as the date of this Brochure Supplement. His work address is 8500 Carnegie Boulevard, Charlotte, NC 28262. His phone number is 704.988.1000. Matt is the Director of Asset Allocation and Quantitative Research for WIM. WIM’s corporate headquarters are located at 8500 Andrew Carnegie Boulevard, Charlotte, NC 28262, phone 888-842-9001. Matt joined the Investment Team in March 2024 in his current role as Director of Asset Allocation and Quantitative Research, where he is responsible for strategic asset allocation, tactical asset allocation and risk management. Prior to joining TIAA, Matt worked in the investment industry for 19 years and held a variety of roles, including Lead Asset Allocation and Quantitative Analysis Strategist at Raymond James, Managing Director and Portfolio Manager at Teza Technologies, Managing Director and Portfolio Manager at Summit Global Investments, and Director at Raymond James. Educational Background and Business Experience. Matt graduated with a B.A. in Political Science from the University of Florida, an M.S. in Finance from the University of Tampa, and an M.S. in Applied Economics from the University of North Dakota. Matt holds the Chartered Financial Analyst (CFA), Chartered Alternative Investment Analyst (CAIA), and Certified Financial Risk Manager (FRM) designations. Disciplinary Information. Matt has no history of disciplinary events. Other Business Activities. Matt has no other business activities. His full-time occupation is as Director of Asset Allocation for WIM. Additional Compensation. Matt is paid a base salary and bonus. Bonus compensation takes into account a number of factors, including the overall economic performance of TIAA and Matt’s individual performance in achieving the goals established for his role at TIAA. Matt does not receive compensation for providing advisory services from anyone other than his employer. Supervision. The investment discretion exercised by the Investment Team is principally monitored, by WIM which APS engages to formulate advice for the Program. Senior investment professionals from WIM meet on various cadences to review investment-related decisions, policies and procedures, and the investment strategy work of the Investment Team. APS exercises oversight as described in the Program’s Disclosure Brochure. Matt’s supervisor is Niladri Mukherjee, Chief Investment Officer for WIM at 704.988.1000. General inquiries regarding accounts, balances, distributions, or any other account administrative features should be directed to the Advisors who support the Program. 57  Brochure Supplement T. Todd Starcher January 1, 2026 This Brochure Supplement provides information about T. Todd Starcher, an individual who is on the Investment Team that has investment discretionary authority over assets enrolled in the Program, subject to APS’ oversight. It supplements the attached Disclosure Brochure for the Program. You should have received a copy of that Disclosure Brochure. Please call 704.988.1000 if you did not receive a copy of the Program’s Disclosure Brochure or if you have any questions about the contents of this Brochure Supplement. Background. Todd is 51 years old as of the date of this Brochure Supplement. His work address is 8500 Andrew Carnegie Boulevard, Charlotte, NC, 28262. His phone number is 704.988.1000. Todd is a Senior Director, Portfolio Construction & Advisory Platform for WIM. WIM’s corporate headquarters are located at 8500 Andrew Carnegie Blvd., Charlotte, NC 28262, phone 888-842-9001. Educational Background and Business Experience. Todd joined the Investment Team in August 2009. At TIAA, he has also held the roles of Senior Portfolio Strategist in addition to his current role of Senior Director, Portfolio Construction. Prior to TIAA, Todd worked as Vice President and Alternative Investment Product Manager for Evergreen Investments for 1 year. Prior to that, Todd worked as Vice President and Asset Allocation Strategist for Evergreen Investments for 5 years. Todd graduated with a Bachelor of Science from Palm Beach Atlantic University in 1997. Todd attained the Chartered Financial Analyst, or CFA designation, in 2003; this designation requires completion of a three-stage self-study curriculum and achieving a passing score on three progressive exams. It prepares the holder to analyze securities and recommend portfolios. Disciplinary Information. Todd has no history of disciplinary events. Other Business Activities. Todd has no other business activities. His full-time occupation is as a Senior Director, Portfolio Construction & Advisory Platform for WIM. Additional Compensation. Todd is paid a base salary and bonus. Bonus compensation takes into account a number of factors, including the overall economic performance of TIAA, the performance of the portfolio strategies, achieving operational and risk standards, and delivering ongoing advisory program and process enhancements demonstrated through customer engagement. Todd does not receive compensation for providing advisory services from anyone other than his employer. Supervision. The investment discretion exercised by the Investment Team is principally monitored by WIM, which APS engages to formulate advice for the Program. Senior investment professionals from WIM typically meet monthly to review investment-related decisions, policies, and procedures and annually to review the investment strategy work of the Investment Team. APS exercises oversight as described in the Program’s Disclosure Brochure. Todd’s supervisor is Niladri Mukherjee, Chief Investment Officer for WIM at 704.988.1000. General inquiries regarding accounts, balances, distributions, or any other account administrative features should be directed to your Advisor. 58  Brochure Supplement Walter Joyce January 1, 2026 This Brochure Supplement provides information about Walter Joyce, an individual who is on the Investment Team that has investment discretionary authority over assets enrolled in the Program, subject to APS’ oversight. It supplements the attached Disclosure Brochure for the Program. You should have received a copy of that Disclosure Brochure. Please call 704.988.1000 if you did not receive a copy of the Program’s Disclosure Brochure or if you have any questions about the contents of this Brochure Supplement. Background. Walter is 54 years old as of the date of this Brochure Supplement. His work address is 8500 Andrew Carnegie Boulevard, Charlotte, NC, 28262. His phone number is 704.988.1000. Walter is Managing Director of Investment Services for WIM. WIM’s corporate headquarters are located at 8500 Andrew Carnegie Blvd., Charlotte, NC 28262, phone 888-842-9001. Educational Background and Business Experience. Walter has more than 20 years of financial services experience and has held several senior leadership positions, including six years as the COO of an institutional brokerage and asset management firm in New York and four years heading up Equity Capital Markets in charge of Research and Equities trading. Additionally, he spent four years both as an investment manager and consultant to various wealth managers, including TIAA, Wilmington Trust, TD Institutional, PNC Investments and CGI. Walter holds a B.S. in Management from the University of Alabama and an M.B.A. in Finance from the Thunderbird Graduate School of International Management. Disciplinary Information. Walter has no history of disciplinary events. Other Business Activities. Walter has no other business activities. His full-time occupation is Managing Director of Investment Services for WIM. Additional Compensation. Walter is paid a base salary and bonus. Bonus compensation takes into account a number of factors, including the overall economic performance of TIAA, the performance of the portfolio strategies, achieving operational and risk standards, and delivering ongoing advisory program and process enhancements demonstrated through customer engagement. Walter does not receive compensation for providing advisory services from anyone other than his employer. Supervision. The investment discretion exercised by the Investment Team is principally monitored by WIM, which APS engages to formulate advice for the Program. Senior investment professionals from WIM typically meet monthly to review investment-related decisions, policies, and procedures and annually to review the investment strategy work of the Investment Team. APS exercises oversight as described in the Program’s Disclosure Brochure. Walter’s supervisor is Niladri Mukherjee, Chief Investment Officer for WIM at 704.988.1000. General inquiries regarding accounts, balances, distributions, or any other account administrative features should be directed to your Advisor. 59  Brochure Supplement Michael Sowa January 1, 2026 This Brochure Supplement provides information about Michael Sowa, an individual who is on the Investment Team that has investment discretionary authority over assets enrolled in the Program, subject to APS’ oversight. It supplements the attached Disclosure Brochure for the Program. You should have received a copy of that Disclosure Brochure. Please call 704.988.1000 if you did not receive a copy of the Program’s Disclosure Brochure or if you have any questions about the contents of this Brochure Supplement. Background. Michael is 48 years old as of the date of this Brochure Supplement. His work address is 8500 Andrew Carnegie Boulevard, Charlotte, NC, 28262. His phone number is 704.988.1000. Michael is a Senior Director and Deputy Chief Investment Officer for WIM. WIM’s corporate headquarters are located at 8500 Andrew Carnegie Blvd., Charlotte, NC 28262, phone 888-842-9001. Educational Background and Business Experience. Michael joined the Investment Team in August 2011. At TIAA, he has also held the role of Senior Director of Asset Allocation and Investment Product Research in addition to his current role of Deputy Chief Investment Officer. Prior to TIAA, Michael worked as Vice President, Senior Investment Analyst for Envestnet Asset Management for four years. Prior to that, Michael worked as Senior Analyst for National Planning Holdings for 2 years, as well as a Research Analyst for Lipper for three years. Michael graduated with Bachelor of Science from American International College in 1999 and an MSc in Finance & Investments from the University of Edinburgh, Scotland in 2005. Michael attained the Chartered Alternative Investment Analyst, or CAIA designation, in 2007; this designation requires completion of a two-stage self-study curriculum and achieving a passing score on two progressive exams. Disciplinary Information. Michael has no history of disciplinary events. Other Business Activities. Michael has no other business activities. His full-time occupation is as a Deputy Chief Investment Officer for WIM. Additional Compensation. Michael is paid a base salary and bonus. Bonus compensation takes into account a number of factors, including the overall economic performance of TIAA, the performance of the portfolio strategies, achieving operational and risk standards, and delivering ongoing advisory program and process enhancements demonstrated through customer engagement. Michael does not receive compensation for providing advisory services from anyone other than his employer. Supervision. The investment discretion exercised by the Investment Team is principally monitored by WIM, which APS engages to formulate advice for the Program. Senior investment professionals from WIM typically meet monthly to review investment-related decisions, policies, and procedures and annually to review the investment strategy work of the Investment Team. APS exercises oversight as described in the Program’s Disclosure Brochure. Michael’s supervisor is Niladri Mukherjee, Chief Investment Officer for WIM at 704.988.1000. General inquiries regarding accounts, balances, distributions, or any other account administrative features should be directed to your Advisor. 60  Brochure Supplement Weiyi Ning January 1, 2026 This Brochure Supplement provides information about Weiyi Ning, an individual who is on the Investment Team that has investment discretionary authority over assets enrolled in the Program, subject to APS’ oversight. It supplements the attached Disclosure Brochure for the Program. You should have received a copy of that Disclosure Brochure. Please call 704.988.1000 if you did not receive a copy of the Program’s Disclosure Brochure or if you have any questions about the contents of this Brochure Supplement. Background. Weiyi is 44 years old as of the date of this Brochure Supplement. Her work address is 8500 Andrew Carnegie Boulevard, Charlotte, NC, 28262. Her phone number is 704.988.1000. Weiyi is a Director, Senior Portfolio Analyst for WIM. WIM’s corporate headquarters are located at 8500 Andrew Carnegie Blvd., Charlotte, NC 28262, phone 888-842-9001. Educational Background and Business Experience. Weiyi has over 18 years of investment experience. Prior to joining the Investment Team in 2018, she was an Investment Director at the South Carolina Retirement System Investment Commission, responsible for manager due diligence and portfolio construction for the Agency’s $3 billion hedge fund allocation. She was also a voting member of the Internal Investment Committee, responsible for total plan allocation, risk management, and approval of investment decisions in all asset classes. Previous roles include portfolio risk manager at Stark Investments, and quantitative analyst at State Street Global Advisors, focused on equity and derivatives selection and risk management. Weiyi received a M.S. in Quantitative Finance from University of Wisconsin-Madison, an M.S. in High Performance Computation from National University of Singapore, and a B.S. in Automatic Control from Beihang University in China. She also holds the Chartered Financial Analyst (CFA), Chartered Alternative Investment Analyst (CAIA) and Financial Risk Manager (FRM) designations. Disciplinary Information. Weiyi has no history of disciplinary events. Other Business Activities. Weiyi has no other business activities. Her full-time occupation is as a Portfolio Analyst for WIM. Additional Compensation. Weiyi is paid a base salary and bonus. Bonus compensation takes into account a number of factors, including the overall economic performance of TIAA, the performance of the portfolio strategies, achieving operational and risk standards, and delivering ongoing advisory program and process enhancements demonstrated through customer engagement. Weiyi does not receive compensation for providing advisory services from anyone other than her employer. Supervision. The investment discretion exercised by the Investment Team is principally monitored by WIM, which APS engages to formulate advice for the Program. Senior investment professionals from WIM typically meet monthly to review investment-related decisions, policies, and procedures and annually to review the investment strategy work of the Investment Team. APS exercises oversight as described in the Program’s Disclosure Brochure. Weiyi’s supervisor is Michael Sowa, Senior Director and Deputy Chief Investment Officer for WIM at 704.988.1000. General inquiries regarding accounts, balances, distributions, or any other account administrative features should be directed to your Advisor. BREAK HERE 61 

TIAA-CREF Individual & Institutional Services, LLC Advice & Planning Services Private Asset Management Disclosure Brochure Form ADV Part 2A 730 Third Avenue New York, NY 10017 212-490-9000 www.tiaa.org January 1, 2026 This disclosure brochure (“Disclosure Brochure”) provides information about the qualifications and business practices of Advice & Planning Services, a division of TIAA-CREF Individual & Institutional Services, LLC. If you have any questions about the contents of this Disclosure Brochure, please contact us at 212-490-9000. The information in this Disclosure Brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority. Registration with the SEC does not imply a certain level of skill or training. Additional information about Advice & Planning Services is also available on the SEC’s website at www.adviserinfo.sec.gov.  Item 2 – Material Changes Item 2 contains a summary of the material and other changes made to the TIAA-CREF Individual & Institutional Services, LLC Advice & Planning Services Disclosure Brochure. This is the first Disclosure Brochure describing the Private Asset Management investment management program. Item 3 – Table of Contents Item 2 – Material Changes ............................................................................................................................ 2 Item 3 – Table of Contents ........................................................................................................................... 2 Item 4 – Advisory Business .......................................................................................................................... 3 Item 5 – Fees and Compensation .................................................................................................................. 9 Item 6 – Performance-Based Fees and Side-By-Side Management ........................................................... 17 Item 7 – Types of Clients............................................................................................................................ 18 Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss ................................................... 18 Item 9 – Disciplinary Information .............................................................................................................. 27 Item 10 – Other Financial Industry Activities and Affiliations .................................................................. 29 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ............. 32 Item 12 – Brokerage Practices .................................................................................................................... 33 Item 13 – Review of Accounts ................................................................................................................... 35 Item 14 - Client Referrals and Other Compensation .................................................................................. 36 Item 15 – Custody ....................................................................................................................................... 36 Item 16 – Investment Discretion ................................................................................................................. 37 Item 17 – Voting Client Securities ............................................................................................................. 37 Biographies of Sub-Adviser Investment Management Personnel .............................................................. 40 2  Item 4 – Advisory Business About Us TIAA-CREF Individual & Institutional Services, LLC (“TC Services,” “we” or “our”) is registered with the SEC as an investment adviser offering services to clients through its Advice and Planning Services division (“APS”) since 2004. TC Services is also registered with the SEC as a broker-dealer, and is 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.” Teachers Insurance and Annuity Association of America (“TIAA”), an insurance company, is the direct parent of TC Services (and its APS division). TIAA administers one of the world’s largest retirement plan systems and since its founding in 1918 has helped people in the academic, research, medical and cultural fields plan for and live through retirement. Many of our clients have a pre-existing relationship with TIAA, often by participating in a TIAA administered employer sponsored retirement plan. TIAA is also the marketing name under which TIAA and its subsidiaries provide products and services. The Private Asset Management Program (“PAM” or the “Program”) is an investment advisory service provided through APS, which sponsors, administers, and manages the Program. This Disclosure Brochure describes the Program, its services, and the fees you pay when you enroll in the Program. It also describes 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 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 entered into an arrangement with TIAA Trust, N.A. (“TIAA Trust”), an affiliated national trust bank wholly owned by TIAA, whereby TIAA Trust provides custody for PAM accounts. TC Services also has entered into a sub-adviser arrangement with TIAA Wealth Investment Management LLC (“WIM”), an affiliated SEC registered investment adviser, whereby WIM personnel formulate the investment advice for the Program. These relationships result in conflicts of interest described throughout this Disclosure Brochure and are mitigated through such disclosures. In addition to the Program, APS also provides other managed account and investment advisory services that include managed accounts and financial planning, The other managed account programs include the TIAA Personal Portfolio (“TPP”) and the Portfolio Advisor (“PA”) wrap fee programs (together with the 3  Program, the “TIAA Managed Accounts”). TIAA and TC Services maintain a website, available at https://www.tiaa.org/relationshipdisclosures which contains this Disclosure Brochure, the TC Services Form ADV Part 2A disclosure brochure, and other important disclosures related to TC Services’ products and services. The Private Asset Management Program The Program is a fee-based discretionary investment program that currently manages customized portfolios of diversified investments in equities and fixed income securities, mutual funds and exchange traded funds (“ETFs”) (mutual funds and ETFs are collectively referred to as “Funds”), and may include separately managed accounts (“SMAs”). Funds that are sponsored, managed, advised, distributed, and/or manufactured by TIAA affiliates (“Affiliated Funds”) may be included in PAM accounts. SMAs managed by TIAA affiliates and Affiliated Funds are referred to as “Affiliated Products.” Investment Discretion. We provide discretionary investment management services to you when you enter into an investment management agreement with us. Investment discretion means that if you enter into an investment management agreement with us, you will grant us discretionary authority to manage your account assets. This grant of authority means that we alone will have full authority to make and implement investment decisions for your account based on the goals and objectives for the account without having to seek or require your approval to initiate investment transactions. Investment policy statement (“IPS”). At the beginning of the relationship, your Advisor (as defined below) will assist you in collecting pertinent information and/or completing a risk tolerance questionnaire and other account opening documentation, which may include an account application or agreement. As soon as practicable following the opening of your account, a PM (as defined below) will be assigned to your account. The PM will conduct an initial review of your account portfolio and will work with you to confirm your investment goals, time horizon, risk tolerance, income requirements and tax considerations (“Goals and Objectives”). It is our practice to put your Goals and Objectives in writing, in an IPS. Your PM will recommend an appropriate asset allocation for your account based on your Goals and Objectives and include the proposed asset allocation in your IPS. The active management and the development of an investment portfolio for your account will begin as soon as reasonably practicable after you approve the IPS. If you are unable to respond to our requests for approval of the IPS for your account, the active management of your account will be delayed. We reserve the right to trade in your account prior to our receipt of your approved IPS to pay outstanding fees or otherwise comply with your directions if permissible under the terms of the agreement governing your account. Your account assets generally will be fully invested within ninety (90) days following your approval of the IPS. We are not responsible for any damages resulting from the lack of active management of your account for any period during which we did not have your approved IPS (or similar form). If your circumstances change, we will work with you to update your Goals and Objectives and your IPS. Please promptly inform us of any changes to your circumstances that could impact the management of your account. 4  Unless we agree otherwise, all of the assets that you transfer to your PAM account will be subject to management by us. This includes assets you transferred to us for which you may have no or inaccurate cost (basis) information. About PAM Sales and Servicing and Role of Advisors Different Financial Professionals of TC Services can assist you with your Program account - • Portfolio Managers (“PMs”) provide customized investment advice to PAM clients on an ongoing basis. PMs are registered as investment adviser representatives and are available in person or by phone. • Wealth Management Advisors (“WMAs”) are available in person or by phone to support clients, and Wealth Advisors (“WAs”) service clients only by phone. WMAs and WAs are registered as both investment adviser representatives and broker-dealer representatives. • PMs, WMAs, and WAs are collectively referred to herein as “Advisors.” Advisors can recommend that you open, contribute, and/or consolidate (through a rollover or transfer) assets in Program accounts, help you enroll in the Program, and help fulfill client service requests for your Program account. These functions are referred to in this brochure as “Sales, Enrollment and Servicing” activities. Advisors also may help fulfill client service requests regarding the Program. • All other TC Services representatives (referred to as “Representatives”) provide broker-dealer services only and can refer you to an Advisor for advisory services. Advisors and Representatives are collectively referred herein to as “Financial Professionals.” PAM Sales and Servicing includes recommendations by Advisors to open, contribute to or consolidate assets (through a rollover or transfer) into a PAM account, as well as enrollment assistance and fulfillment of client administrative service requests for the account. Recommendations to open, contribute to or consolidate assets (through rollover or transfer) into PAM typically occur alongside or after the delivery of financial planning services and are made for clients with sufficient assets where enrollment in PAM can help meet the client’s general investing and financial planning goals and is in the client’s best interest. More information about TC Services’ financial planning services can be found in the TC Services Advice & Planning Services Disclosure Brochure at https://www.tiaa.org/relationshipdisclosures An Advisor will meet with you to assess whether PAM is in your best interest based on your investing needs, objectives, and circumstances. PAM Sales and Servicing is provided based on your expressed investing needs and financial planning goals and occurs upon the initial recommendation and enrollment into PAM or at a point in the future when you check-in with your Advisor regarding your PAM account. At least annually, we will attempt to contact you to review whether there have been any changes in your financial situation or investment objectives. While WMAs and WAs are able to assess your goals and make a recommendation for PAM, as well as assist you with enrollment and servicing, WMAs and WAs do not provide advice on how to invest assets within PAM nor manage the assets enrolled in PAM. PMs are the only Advisors who provide investment management and related services for PAM managed account clients. Clients with a PAM account are 5  assigned a PM to manage the investment of their PAM portfolio pursuant to an agreed upon investing plan as set forth in the client’s IPS. PAM Sales and Servicing also includes general support services such as transmitting documents including account opening, closing and disclosure documents, obtaining customer signatures, assisting with scheduling and arranging calls with your PM, and other administrative and support services. TC Services has a conflict of interest in recommending you open a PAM account because the greater the market value of assets in your PAM account, the more we will receive in fees. Advisors have a conflict of interest in recommending you open a PAM account because they have an incentive to encourage you to open and increase assets in PAM. These conflicts of interest create an incentive for TC Services and WMAs and WAs to recommend that you open, contribute to, or consolidate assets into PAM. We mitigate these conflicts by disclosing them to you and by requiring that all recommendations to open, contribute to or consolidate assets into a PAM account are assessed in accordance with applicable regulatory standards, to determine whether they are appropriate for a client’s financial needs. Our Advisors and other Representatives who solicit insurance products, such as annuities and life insurance, also are licensed insurance agents and subject to standards of care under applicable state insurance 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, with the exception of when we provide certain types of recommendations to you with respect to your retirement plan or individual retirement account (“IRA”) at TIAA (specifically, recommendations to enroll in an IRA; IRA and retirement plan rollovers; 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; those individuals are bound by the CFP Code of Ethics and Standards of Conduct, which requires they meet a fiduciary standard when making investment recommendations. Special Considerations regarding Individual Retirement Accounts. The recommendation by Advisors also can include recommendations on how to fund the account – for example, through an asset transfer or rollover from another account into an IRA managed by PAM. Prior to rolling over or transferring assets into an IRA, 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 the options prior to rolling over assets into an IRA. A detailed description of these considerations may be found at https://www.tiaa.org/public/pdf/Know_Your_Options_from_TIAA.pdf. You may be able to leave assets in your current plans, withdraw cash subject to potential penalties, or roll over the assets into a new employer’s plan if one is available, and rollovers are permitted. You should review your options and consult with an Advisor for more information. However, please note that neither TC Services nor its Advisors provide tax advice. TC Services benefits when you move funds from your 6  employer sponsored retirement plan to a PAM account because of the fee charged by the account, which would not be charged if your assets remained in an employer sponsored retirement plan. This creates a conflict of interest. TC Services seeks to mitigate this conflict by disclosing it to you and by requiring its Financial Professionals to discuss your options when making a rollover recommendation. We also require that rollover transactions recommended by Advisors be assessed as required by applicable regulatory standards to determine whether they are appropriate to meet a client’s financial needs. The Role of WMAs and WAs for PAM. Once you have decided to enroll in PAM, the role of WMAs and WAs is to help facilitate enrollment by: (i) introducing you to a PM that will manage your assets ; (ii) assist with collecting pertinent information from you, including assisting you with completing risk tolerance questionnaires and other account opening documentation, such as the account application and agreement for the Program; (iii) discussing the needs and objectives identified by you with your PM; and (iv) attending the introductory call between you and the PM, where the PM discusses the relevant information learned to date in order to manage your portfolio in alignment with your goals and investment objectives, and where you and the PM agree on a proposed plan to establish your IPS. TC Services will attempt to contact you at least annually to meet and inquire as to whether your investment objectives, risk tolerance, and needs have changed relative to your overall financial needs identified through TC Services’ financial planning services and, if they have, will offer you to meet with the PM to discuss such changes so that the PM can work with you to amend the IPS for your account, as needed, or, where appropriate, terminate your enrollment in the Program. WMAs and WAs also may attend periodic meetings with you and the PM regarding your investment objectives, risk tolerance, and needs relative to your overall financial needs identified through the financial planning services. Financial Professionals Acting in Different Capacities with the Same Client. Different TC Services Financial Professionals act in their capacity as broker-dealer registered representative, investment adviser representative, or both. For more information on the capacity, services, and applicable standards, please refer to the TC Services APS ADV brochure as well as our Form CRS and Reg BI disclosures which can be found at https://www.tiaa.org/relationshipdisclosures. Financial Planning Services and Asset Allocation Considerations. Prior to enrolling in the Program, clients typically receive point-in-time non-discretionary financial planning services, which are registered investment adviser (“RIA”) services described in the TC Services APS Disclosure Brochure. As a complement to the financial planning services, you can receive an “investment plan” with specific investment recommendations sourced from a third party for your employer plans held at TIAA and/or the TIAA/IS IRA if you hold one (collectively, your “Retirement Plan Account(s)”). This advice is only available for your Employer Plans at TIAA where the plan sponsor has authorized TIAA to provide this advice to you. TC Services acts as a broker-dealer when providing the recommendations to you. These services are offered separately and are not part of the Program services, but may help inform your overall financial planning strategy, including investing needs and risk capacity. If you seek to balance your risk exposure among your various accounts by assigning more aggressive risk tolerance levels to certain accounts and more conservative risk tolerance levels to other accounts in furtherance of an overall asset allocation informed by your overall risk tolerance, you are solely 7  responsible for monitoring and adjusting any such risk balancing strategy and the associated asset allocation. Scope of Services and Applicable Standards This section describes the scope of the services provided by APS. Under the applicable standards of care, we are required to act in your best interest and not put our interests ahead of yours. Registered Investment Advisory Services. TC Services and its Advisors have a fiduciary duty under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) when providing RIA services. This fiduciary duty 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 investment advisory service we provide. Standard of Care for the Program, Investment Management Services and the Sales, Enrollment and Servicing Activities. TC Services provides the Program, its investment management services, and the Sales, Enrollment and Servicing activities performed by Advisors for the Program as an RIA through its APS division, and is subject to a fiduciary duty under the 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 mitigate material conflicts of interest with clients, and to provide Program clients with disclosure of such conflicts of interest. The duties also require us to provide ongoing monitoring of our recommendations to open, contribute or consolidate assets into a Program account as defined in our disclosures and/or agreements for the advisory services. Regarding the Program, the fiduciary duty applicable to APS includes, among other things, the duty to provide ongoing advice as defined by the scope of the advisory relationship and as set forth in our disclosures. The scope of our investment advisory services differs depending on the advisory service we provide. Accordingly, the fiduciary duty that extends to our RIA services is specific to each service and lasts for the duration of the Program. 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. Additionally, there are two circumstances under which we are subject to a fiduciary duty under the Internal Revenue Code of 1986, as amended (“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 employer sponsored retirement plans (“Plans”) subject to ERISA are subject to an additional fiduciary obligation under the IRC and ERISA, respectively, that requires 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 8  employer sponsored retirement plans and IRAs enrolled in the Program as described in Item 5 under “IRA Fee Credit.” • Retirement Plan Enrollment and Rollover Transfer Recommendations. Recommendations by an Advisor to enroll in the Program through an IRA, or a Plan subject to ERISA and/or rollover or transfer assets into or from an IRA, or an employer retirement plan subject to ERISA (together, “Covered Recommendations”) also are subject to a fiduciary duty under the IRC and ERISA, respectively. When we make Covered Recommendations to you, we are fiduciaries within the meaning of Title I of ERISA and/or the IRC, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests when we make Covered Recommendations, so we must operate under an impartial conduct standard and internal policies and procedures that require us to act in your best interest and not put our interests ahead of yours. Certain Plans (like governmental plans) are not covered by ERISA; however, our internal policies and procedures require us to adhere to the same fiduciary standard when we provide Covered Recommendations on non-ERISA Plan assets. Compensation Conflicts of Interest. The way we are compensated for our services creates some conflicts with your interests. We have an incentive to recommend that clients invest in TIAA Managed Accounts over a self-directed taxable 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 TIAA Managed Accounts rather than a brokerage account because the asset-based fee you pay on a TIAA Managed 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. You should understand and ask us about these conflicts as they can affect the investment advice and recommendations we provide to you. This disclosure brochure includes a discussion of conflicts associated with PAM Sales and Servicing. If you enroll in another TIAA Managed Account, you will receive the separate disclosure document which includes a discussion of the conflicts associated with that program or service. If you receive broker-dealer recommendations from us, you will receive a separate disclosure document that includes a discussion of the conflicts associated with such recommendation at the time of the recommendation, found at https://www.tiaa.org/public/pdf/t/TIAA_RegBIDisclosure.pdf. Assets Under Management As of December 31, 2024, TC Services’ advisory division managed $34,343,329,152 on a discretionary basis, and $0 on a non-discretionary basis. As of December 31, 2024, PAM assets were 43,314,270,186 (investment management of PAM assets will transfer to TC Services as of January 1, 2026). Item 5 – Fees and Compensation Investment Management Fee The PAM investment management asset-based fee (“PAM Fee”) begins to accrue when assets are first received in your account regardless of whether we have begun actively managing your account. PAM Fees are calculated based on a percentage of the value of the cash and securities in your account on the 9  last business day of a calendar month and are payable monthly in arrears. We calculate PAM Fees for a partial month based on the percentage of days on which we provided services during the month. We instruct the Program custodian, TIAA Trust, to deduct PAM Fees directly from your account; however, for certain account types, we may at our discretion deduct fees from another one of your accounts at TIAA Trust that you may have specified or, in limited circumstances, through an automatic debit arrangement from another TIAA Trust account titled in another owner’s name, with such other owner’s written consent. PAM Fees are subject to change upon prior notice to you. You will be deemed to have consented to the change if you do not terminate your account within thirty (30) days following your receipt of our notice. The PAM Fee schedules for the discretionary accounts are provided below. They are subject to change with notice only to materially impacted clients enrolled in PAM. PAM Fee Blended Schedule PAM Fee Exclusively Fixed Income Schedule Value Bracket Annual Fee as % Value Bracket Annual Fee as % 0.50% 0.90% First $1,000,000 of market value First $1,000,000 of market value Next $2,000,000 0.35% Next $2,000,000 0.70% Next $2,000,000 0.25% Next $2,000,000 0.50% Next $5,000,000 0.20% Over $5,000,000 0.40% Over $10,000,000 0.15% Based on a comparison of advisory management fees and without regard to the cost of the additional services provided in the PAM program, including a dedicated PM, TIAA typically has an incentive for TC Services to recommend a PAM account over other TIAA Managed Accounts when the client is eligible for both. This is because the blended fee rate that you pay on a PAM account can be greater than the rate you would pay on other TIAA Managed Accounts (depending on account size and mix of asset classes). PAM Fees do not include, and you will bear, all equity securities trade commissions, as well as fees or expenses inherent in the underlying securities, including investment advisory, administrative, distribution, transfer agent, custody, legal, audit, contingent deferred sales charges, 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. Our clients are responsible for these fees as fund shareholders. 10  Waivers and Discounts: The Program reserves the right to reduce or discount the Program Fee at its discretion or to offer other promotions, including for promotional events that may result in complimentary or reduced advisory fees for prospective or current clients (based on new assets, referrals, or other conditions). Certain promotions may be reserved for TIAA employees and/or for 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. Householding PAM provides the benefit of “householding” accounts for fee reduction purposes. For fee calculation purposes, we may combine the market value of your PAM account with the market value of other related PAM accounts. Related accounts include accounts opened by or on behalf of your spouse, life partner, parents/spouse’s parents, children/children’s spouse, siblings, or accounts over which you have sole decision-making authority. To qualify for account householding, all accounts must be on the same fee schedule and billing frequency. Householding your PAM accounts may collectively qualify these accounts for a different fee breakpoint. The greater of the minimum PAM Fee for the account household, or the PAM Fee calculated on the combined market value of all PAM accounts in the account household, will apply. Unless otherwise agreed, the PAM Fee is prorated among all accounts in the account household. The minimum account size for related accounts in an account household is $50,000. You may elect to opt out of account householding at any time. If you household your PAM accounts, you and each account owner in your account household agree that we may disclose the market value of each account in the household to the other account owners in your household for fee calculation purposes. If you serve in a representative capacity, such as trustee or personal representative, over an account that is included in your household, you represent to us that you have received the consent of the beneficiaries of such account, or that there are no impediments under applicable law or the account’s governing instrument, to such disclosure and the use of the market value of your representative account for fee calculation purposes. Transactional Fees In addition, transaction costs are deducted from each PAM account for each applicable trade made for the account through unaffiliated broker-dealers selected at the discretion of TC Services or its delegate, which TC Services may engage to perform initial selection and ongoing monitoring of unaffiliated broker- dealers. Transaction costs will differ between PAM accounts depending on circumstances and holding. The more trades that occur, the more you pay in total transactional fees. 11  Each time equity securities are traded in a PAM account, transaction fees or commissions will be charged to and deducted from the account. These transaction fees are charged by third parties, and are passed on to you at cost, without increase by TIAA Trust or TC Services. The current fees at the time of this document are as follows: (a) for equities transactions: $0.004 per share for all domestic equity and ETF transactions, which may vary based on broker selection and trading practices; (b) a basis point fee that varies depending on the local market for each transaction in foreign ordinaries; and/or, (c) an industry-wide assessment mandated by the SEC totaling a few cents per $1,000 of securities sold (this amount changes from time to time and is currently set at $27.80 for each million dollars of securities sold and may not be immediately known to us). These fees can change at any time and without notice. TC Services seeks to ensure you pay fees that we consider fair and reasonable, without necessarily determining that you are paying the lowest fees in all circumstances. Other Fees. In addition to the advisory management fees and any transaction costs associated with PAM, clients pay additional fees that are largely similar among the TIAA Managed Accounts. These fees include: (i) investment expenses associated with the mutual funds and ETFs held in the account as disclosed in each fund’s prospectus, and (ii) contingent deferred sales charges or other charges that may be incurred upon the sale of a security transferred into an account at the client’s request. The payment of two levels of fees (the first being our account level fees charged for managing investments in your account and the second being the compensation for providing advisory, distribution and/or administrative services charged to funds in which your account invests) is known as “fee layering.” Our account level fees, along with the fees and expenses you bear indirectly as an investor in underlying fund investments, may be lower or higher than those imposed by other affiliated and unaffiliated financial institutions offering similar services. In many cases, you are able to invest in the underlying funds directly and avoid our account level fees (if you prefer to forego the services and advice we offer). When selecting mutual funds for your account, we seek to use the least expensive share class available to us. We generally use institutional share classes of mutual funds whenever available. Institutional share classes typically have a higher minimum initial investment and lower expense ratio as compared to other share classes. In some instances, we may not be eligible to purchase institutional share classes of certain mutual funds or such institutional share classes may not be available. In such cases, other share classes, which typically have higher expense ratios than institutional share classes, will be used. Therefore, your account assets may not always be invested in the share class with the lowest available expense ratio. In some cases, the lowest cost share class offered to us has distribution (12b-1), shareholder servicing, or sub-transfer agency fees that you bear indirectly as a shareholder of the fund. ETFs also may charge 12b- 1 fees. If, through the exercise of our investment discretion, we invest account assets in mutual funds and ETFs that bear such fees, currently such fees are paid to TIAA Trust’s sub-custodian, SEI Private Trust Company (“SEI Trust”); if such fees should be paid to us (or our affiliates) in the future when we exercise our investment management discretion, we will rebate to your account any such fees that are paid to us (or our affiliates), but we do not rebate fees paid to SEI Trust (or any other third-party). 12  For more information on these other fees and rebate practices, see each TIAA Managed Account’s disclosure brochure, which you can request from our Financial Professionals or find at https://www.tiaa.org/relationshipdisclosures. Affiliated Products. Our affiliates receive compensation for providing services to the Affiliated Products for which an affiliate acts as investment manager. Fees that our affiliates receive are in addition to the fees our clients pay us for our services; therefore, the investment of client account assets in Affiliated Products (other than accounts eligible for the IRA Fee Credit, as defined below) provides our affiliates with greater aggregate revenue than the use of unaffiliated products. Our use of Affiliated Products for which our affiliates receive compensation presents a conflict of interest because the revenue generated by such products for our affiliates could affect our best judgment when deciding how to invest fiduciary assets. When we serve as fiduciary with investment discretion, we are required to make prudent and appropriate decisions concerning the investment of our clients’ assets, based on our clients’ best interests and their Goals and Objectives. In the exercise of our investment discretion, we may retain investments in or select for your account one or more Affiliated Products that are eligible for purchase based on our screening methodologies and are otherwise appropriate for your account. We are guided by fiduciary principles in the management of conflicts of interest. For this reason, we manage this conflict in several ways, including by: (i) disclosing the conflict to you; (ii) applying identical identification, selection, and retention screening methodologies to our Affiliated Products respectively, as we do for unaffiliated products; (iii) selecting Affiliated Products that pass our screening methodologies and are eligible and appropriate for purchase in client accounts; (iv) ensuring that our investment professionals review fiduciary accounts annually to determine if all account assets continue to be appropriate in light of our clients’ Goals and Objectives; (v) obtaining in our investment agreement our clients’ express consent to any use of Affiliated Products in fiduciary accounts; and, (vi) investing in Affiliated Products in accordance with the requirements of applicable state law. Further, when we invest our clients’ IRA assets in any Affiliated Product, we also issue a credit to the account, the IRA Fee Credit. IRA Fee Credit. If, in the exercise of our investment discretion, we invest your IRA assets in one or more Affiliated Products, we will issue a credit to your IRA in the form of a reimbursement equal to the IRA’s pro rata share of such Affiliated Products’ management fees, administrative fees, and other fees that our affiliates receive and retain from such Affiliated Products as a result of our investment of your IRA assets in such Affiliated Products, and that are included in such Affiliated Products’ expenses (“IRA Fee Credit”). The amount of the credit is calculated daily, based on the market value of the IRA assets invested in any Affiliated Product each day, and is credited monthly to the IRA in the following calendar month. The fee credit generally excludes any reasonable direct expenses incurred by our affiliates in providing their services to the Affiliated Products and any other reimbursable expenses paid to our affiliates by such Affiliated Products. These types of expenses include salaries of affiliated personnel attributable to work performed for the Affiliated Products held in your IRA, and third-party custody fees and transfer agent fees associated with such Affiliated Products. The fee credit amount will vary depending upon the particular Affiliated Product included in your IRA, as the amount of retained fees subject to the fee credit differs from Affiliated Product to Affiliated Product. The current prospectus for 13  each Affiliated Product, including supplements to prospectuses, statements of additional information and other product disclosures, are available on TIAA’s website at TIAA.org/public/prospectuses/index.html . They are also available, free of charge, upon request to us. As detailed in the prospectuses and statements of additional information for these Affiliated Products, the funds have their own internal fees and expenses, including fees for investment management and/or administrative services. These expenses may be paid to our affiliates, which may pay a portion of these fees to other affiliates. Note that we may be required to provide the Affiliated Products seven (7) business days advance written notice before purchasing or redeeming shares of these Affiliated Products. Except for IRAs we may manage for you, all other PAM account types do not receive a credit similar to the IRA Fee Credit discussed above when we invest account assets in Affiliated Products. Investments in Unaffiliated Products. When client assets are invested in unaffiliated products, each product has its own internal investment advisory fees and other fees and expenses. These fees are in addition to the fees you pay directly to us for our services. Unaffiliated products may, directly or through third parties, pay us for services rendered on behalf of our clients’ investments in these products, as disclosed in the third-party’s mutual fund prospectus, other offering or disclosure materials, or periodic reports. We and our affiliates do not offset, or reimburse any fees accruing to us, by any amounts we may receive from third-party mutual funds (or by amounts you pay to third-party mutual funds). Cash Allocations. The PAM Fee is assessed on cash balances, and the PAM Program has limitations on the cash allocations in the account, which are pursuant to the client’s IPS. TIAA sold its wholly owned bank subsidiary, 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 TIAA, FSB, now rebranded as EverBank (“EverBank”). TIAA retained the trust division of TIAA, FSB through 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 TIAA Sweep Product provided by EverBank and is paid to refer clients to EverBank for deposit products. TIAA retains a non-controlling interest in EverBank. TIAA maintains an equity ownership in EverBank, of which less than 10% is a voting ownership interest, and controls a board seat, in addition to an economic interest. This creates a conflict of interest because TIAA (our parent) has an economic interest in EverBank in addition to the compensation we and our affiliates earn when we refer clients to EverBank or recommend brokerage accounts and TIAA IRAs that utilize the EverBank cash sweep options or deposits within the accounts. Further, EverBank is not obligated to pay clients the same rate as paid to its other customers and the interest rate paid to clients may be lower than that paid to other bank customers based on the terms of service being offered. PAM sweeps your cash balances into a Cash Deposit Account at EverBank. See TIAA Trust’s disclosure documents for more information on the TIAA Cash Deposit Account terms and conditions, at 14  https://www.tiaa.org/relationshipdisclosures. When a PAM account’s balance in the TIAA Cash Deposit Account gets above $248,500, these funds may be swept into one or more other interest-bearing deposits of unaffiliated Federal Deposit Insurance Corporation insured depository institutions other than EverBank, a money market mutual fund, or another short-term non-deposit investment product. EverBank, as well as other banks that may receive deposits through bank sweep vehicles and cash deposit accounts, earn net income from the difference between the amount that the bank pays to clients and the income the bank earns on loans, investments and other assets. EverBank sets the interest rates for deposits through the TIAA Cash Deposit Account and earns more when there are higher deposit amounts and lower interest rates paid. As a result, EverBank benefits when your cash is swept into the TIAA Cash Deposit Account. Use of the TIAA Cash Deposit Account presents a conflict of interest for TC Services because: (1) TIAA owns a minority interest in EverBank and EverBank earns compensation on deposits it accepts through the TIAA Cash Deposit Account; and, (2) TIAA benefited in the Transaction by agreeing to use the TIAA Cash Deposit Account for a pre- determined amount of time even when other options could generate a higher yield for you. Note, however, that as part of the Transaction, EverBank must maintain the TIAA Cash Deposit Account rate at a rate that is no less than the rate offered through a money market fund used as an alternative and overflow sweep vehicle. Should the TIAA Sweep Product rates not meet the minimum requisite rate, TC Services may replace the TIAA Sweep Product with a more advantageous cash option. In addition to the TIAA Cash Deposit Account program described above, PAM also offers money market mutual fund sweep options. PAM only allows a money market mutual fund sweep option in limited circumstances at its discretion. When money market mutual funds are selected, the money market mutual fund typically deducts an advisory fee, which is part of the money market mutual fund’s expense ratio that clients bear indirectly as shareholders of the money market mutual fund. TIAA and its affiliates earn more where the TIAA Cash Deposit Account is the sweep vehicle than it does where a money market mutual fund is the sweep vehicle. TC Services seeks to address these conflicts of interest by disclosing them to you. For more information, see the disclosure brochures for each of the TIAA Managed Accounts at www.tiaa.org/public/support/regbi. Current rates for the TIAA Cash Deposit Account and the money market mutual fund sweep options can be accessed by calling an Advisor or the PM assigned to your PAM account. Funds availability. Deposits to a client’s PAM account are posted to the account and made available for sweep into a sweep vehicle on the day that the custodian receives good funds in the amount of the deposit. Funds from deposits of non-cash items may not become available for posting to a client’s account until several days after we receive the instrument. For example, funds from most checks, whether drawn on a personal or institutional account, including an account owned by TIAA or its affiliates, may not become available until the third Business Day following our receipt of the check. “Business Day” is Monday through Friday, excluding federal holidays. If good funds are received before the applicable sweep cut-off time on a Business Day, they will be swept into such sweep vehicle the same Business Day. If good funds are received after the cut-off time, or on a day that is not a Business Day, they will be swept into such sweep vehicle on the next Business Day. 15  Error correction. We generally seek to correct trading errors that occur in connection with client securities transactions so that client accounts are put in a similar position as the position in which they would have been had the error not occurred. Depending on the circumstances and subject to applicable legal and contractual requirements, various corrective steps may be taken. To the extent consistent with applicable law, any loss or gain that results from any transaction necessary to correct a trading error will be borne by, or inure to the benefit of, TC Services. Compensation of TC Services Financial Professionals Financial Professionals will receive compensation as a result of assisting you. Their compensation is comprised of a salary and discretionary variable bonus (“bonus compensation”). The size of the bonus compensation is based on a number of factors, including quantitative and qualitative performance criteria, 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). The metrics used to assess the individual performance of our Financial Professionals vary by role. When the compensation differs based on which product or service is recommended for clients, this presents a material conflict of interest. All Financial Professionals have an incentive to recommend products and services, available through TIAA that increase his or her compensation and the compensation to TIAA and its affiliates, including TC Services. We address this conflict by disclosing it to you and by requiring that recommendations to open, contribute or consolidate assets into TIAA products and services are assessed, in accordance with the applicable regulatory standard, to determine whether they are appropriate for clients’ financial needs. Additionally, recommendations (if the Plan allows) of how to allocate current investments in Plans at TIAA along with future contributions as well as mutual funds and annuities from TIAA affiliates available through the IRAs are made by an independent third party. Compensation of PMs. If we provide investment management services to you, the PM assigned to your account is paid a salary and is eligible for an annual discretionary variable bonus from TIAA, which is part of a firm-wide bonus pool. The size of the bonus is based on the performance of TIAA, its affiliates, as well as the individual performance of the PM. The metrics applied to assess individual performance include both quantitative and qualitative factors. Quantitative factors include the ability of the PM to retain accounts within TC Services and account performance relative to internally developed benchmarks. Other factors, such as work quality, good client experience, and upholding TIAA’s core values round out the qualitative factors. 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. 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 IS IRA) as for gathering and retaining assets in TIAA Managed Accounts. TIAA pays WMAs the same bonus compensation for 16  implementing asset allocation advice for plans and IRAs as it does for clients who have enrolled in asset rebalancing services in Plans. 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 Book Award, Sales, Goals, 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. Compensation of WAs. The criteria to determine the amount of bonus compensation for Wealth Advisors include credit for gathering external assets, engaging with clients and having them retain assets at TIAA, creating a lifetime income stream through annuitization, and referring clients to WMAs or third parties. The Wealth Advisors are rewarded equally regardless of the type of TIAA Solution utilized for external assets. In addition, Wealth Advisors are compensated based on the number of times clients: implement recommendations of how to allocate current holdings and future contributions among investment options offered by Plans at TIAA (if Plan allows), TIAA IRA, IS IRA, or ATRA; create a lifetime income stream through annuitization; refer a client to TIAA affiliates and third parties for life insurance, tuition financing, or EverBank for banking needs, and rollover/ transfer from one TIAA product to another. Each of these activities creates a conflict of interest for the Wealth Advisor. Wealth Advisors are compensated for delivering reports to clients related to financial planning, investment recommendations of how to allocate current holdings and future contributions among investment options offered by Plans at TIAA (if Plan allows), IRAs, or ATRAs, retirement income strategies and annuity income illustrations as well as discussing certain Plan advice services, retirement income strategies and annuity income illustrations as well as discussing certain Plan advice services, conducting initial meetings and certain period goal review meetings. Wealth Advisors are also assessed on their service quality, leadership, and teamwork, as well as on their client survey results. The results of these measurements are compared against all other WAs to determine bonus compensation. For additional information on the compensation of Financial Professionals, please refer to the TC Services APS ADV brochure as well as our Form CRS and Reg BI disclosures which can be found at https://www.tiaa.org/relationshipdisclosures. Item 6 – Performance-Based Fees and Side-By-Side Management We do not charge performance-based fees, which are fees based on a share of an account’s capital gains or appreciation. 17  Item 7 – Types of Clients We primarily provide the RIA services to individuals who have a pre-existing relationship with TIAA, often through their participation within a TIAA administered employer sponsored retirement plan, such as a 403(b) plan. However, we also provide RIA services to other individuals without a pre-existing relationship with TIAA, and also to organizations such as trusts, estates, partnerships, corporate entities, and small retirement plans. We only provide RIA services to U.S. residents. PAM does not have a minimum investment amount, but charges a minimum fee of $5,000 annually for exclusively fixed income portfolios and $9,000 annually for blended portfolios, which makes the Program appropriate for clients with at least $1,000,000 available for investing within accounts that are part of their account relationship with PAM. These minimums are subject to change with notice only to impacted clients enrolled in the applicable program. For more information about these requirements, you can request for review a copy of each TIAA Managed Account’s disclosure brochures or find it at https://www.tiaa.org/relationshipdisclosures. Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss When formulating a recommendation for a client to open, contribute to or consolidate assets into either a PAM account, our methods of analysis are based on the client’s needs and circumstances, which may include the following: product minimums (whether a client can meet the applicable minimum investment requirement for the account); fees and expenses (the advisory fee and underlying expenses for the account); tax implications (potential tax consequences related to the account without providing tax advice); level of service needed (the client’s desire to control their accounts); appropriate strategy (the type of strategy the client would receive in the account based on their age, net worth, needs and preferences); other alternatives (other account types that may be appropriate for the client); and, in the case of a rollover, any lost benefits in moving assets to the account. All recommendations to open, contribute or consolidate assets into a TIAA Managed Account are reviewed in accordance with applicable regulatory standards, to determine whether they are appropriate for clients’ financial needs. Investment Process Asset Allocation Framework. The investment research and advisory team at WIM produces and maintains several key components of our investment process, namely it develops asset allocation models, and provides research and ongoing coverage of investments used to build portfolios. This process incorporates a review of the economic characteristics of asset classes, asset class correlations, economic assumptions, market conditions, historic and expected returns, and risks as the building blocks to create our asset allocation framework. This asset allocation framework is designed to achieve global market exposure and appropriate levels of returns over the long term, for a target level of risk. It is also based upon extensive research, including an 18  analysis of the broad economic environment, trends and historical data, the outlook for the U.S. and global economies, market conditions, interest rates, and other relevant factors. Based on this asset allocation framework, your PM will then select and include in your IPS an asset allocation mix for your account (unless a unique investment solution is requested or required). The specific asset allocation mix selected by your PM may be different from the asset allocation model developed by WIM, as sub-adviser, for your stated Goals and Objectives. Investment Selection. Your PM then populates the asset allocations with investment vehicles and strategies from an approved list of Funds that have been reviewed and approved by WIM. These may include securities and/or SMAs, culminating in approved lists of investment vehicles and strategies. The approved lists may include investment vehicles and strategies characterized as thematic or specialized/targeted investment solutions, such as sector and commodity funds and environmental, social and governance (“ESG”) funds. Additionally, these investment vehicles and strategies may be managed by investment advisors that are affiliated with TIAA. The approved list of investment vehicles and strategies represents a wide range of potential investment choices from index-based funds that seek market returns to actively managed funds that attempt to outperform their benchmark index. This flexibility allows our PMs to construct customized client portfolios that seek to optimize the balance between cost, tax efficiency, portfolio volatility, and potential extra return while seeking to satisfy clients’ Goals and Objectives. WIM uses identical processes to identify and select SMAs and funds regardless of whether they are offered by one of our affiliates or an unaffiliated third-party and regardless of whether the fund may be characterized as thematic, specialized, or targeted. Mutual fund and ETF process. An integral part of WIM’s investment process is the selection of individual investment vehicles and strategies used to provide portfolio representation to specific asset classes. The selection of mutual funds and ETFs is a standards-based process developed by WIM and overseen by TC Services. WIM develops and maintains a list of active managers, eligible for purchase in client accounts beginning with investment research and due diligence across a universe of mutual funds and ETFs. This universe is subject to a two-stage research process that includes: • • a quantitative evaluation, where WIM uses proprietary research tools to identify biases and eliminate investments that do not meet our risk and performance characteristic criteria; and a qualitative evaluation, where WIM researches the portfolio strategy, investment philosophy and operational capabilities of a select group of investment managers who pass the quantitative evaluation. While the analysis for active managers considers an investment vehicle or strategy’s internal costs (or expense ratio), cost is only one factor considered in the analysis. 19  For passively managed investment vehicles or strategies, WIM selects investments/strategies based on a quantitative risk assessment. Among the passively managed investments that pass the quantitative evaluation, WIM will seek to select the most cost- efficient solution, unless circumstances justify otherwise. Portfolio development. Using WIM’s approved universe of investment vehicles and strategies, your PM will then develop a portfolio of investments to satisfy the asset allocation chosen for your account. Unless a unique investment solution is requested or required, your PM will construct a portfolio for your account comprising, where appropriate, SMAs, mutual funds, ETFs and, to the extent warranted, individual equity and fixed-income securities. If TIAA Affiliated Products are utilized in your account, the allocation may, at times, be significant and vary at our discretion. When your account is invested in Affiliated Products, a conflict of interest exists because their use provides our affiliates with greater aggregate revenue than the use of unaffiliated products. Your PM will periodically monitor and review your account assets and determine which securities should be held, purchased, or sold based on your Goals and Objectives, market conditions, and a number of other factors. Investing in mutual funds and ETFs will cause you to indirectly incur fund-level fees and expenses that are in addition to the fees and expenses you pay to us directly for managing your account. We recognize that the use of certain thematic, specialized, or targeted investment vehicles and strategies (such as ESG funds) are important to many of our clients, and your PM will therefore only incorporate these types of investments within the portfolios of clients who have specifically directed us to do so. Individual equity and fixed-income securities. PMs may elect to utilize individual equity or fixed-income securities that align to a client’s specific Goals and Objectives based upon security eligibility. WIM maintains a Security Reference List (“SRL”) that is comprised of those individual equities approved for purchase by your Portfolio Manager. The SRL provides clients exposure to the large- capitalization segment of the U.S. equity market. Further, all individual fixed-income securities purchased for client accounts by your PM typically be investment grade (as rated by S&P, Moody’s, or Fitch). WIM model portfolios. WIM also creates and maintains certain model portfolios. As part of the development of your account portfolio, your PM may elect to use these WIM model portfolios. For these model portfolios, WIM uses the same asset allocations and list of approved investment vehicles and strategies as those used by your PM. WIM also selects which investment products to utilize for each asset class. When making these selections, WIM considers a number of factors, such as performance and risk expectations for each fund as well as each strategy’s risk and tax objectives. Review of accounts and rebalancing. Your PM monitors your account on an ongoing basis and performs an annual review to evaluate whether your account assets remain appropriate for your IPS and Goals and Objectives. This annual review includes a review of the account portfolio characteristics, such as the categories of investments, diversification of securities holdings, quality of portfolio holdings, account performance and annual income from each investment. 20  Periodically, market movements, contributions or distributions from the account, receipt of cash dividends, or interest payments may cause “drift” in your account portfolio away from its target asset allocation weights. We may rebalance the portfolio to realign it to its target asset allocation weights. The frequency and timing of any rebalancing activity will vary based on economic, market and other conditions, changes affecting specific funds or managers and their appropriateness for your account, as well as the potential tax impact of such rebalancing. The Program does not generally contemplate that you will speak directly with WIM investment professionals responsible for the formulation of Program advice; however, they may be made available upon specific request. Rather, Advisors knowledgeable about the Program and its advice are available during normal business hours to discuss any aspect of the Program with you. Internal SMA Strategies. The following provisions describe the current SMAs that are managed internally by WIM investment professionals and available through the PAM Program. Your PM may elect to utilize any one or more of our Internal SMA strategies for some or all of your account’s assets based on your Goals and Objectives. Participation (both initial and continued) in Internal SMA strategies is subject to certain eligibility requirements, which may include minimum SMA asset size, and which may also change from time to time. The internal SMA strategies are as follows: • Tax-exempt fixed-income investment strategies SMA. • Taxable fixed-income investment strategies SMA. • Large-cap equity investment strategy SMA. The current SMAs that are managed internally by WIM investment professionals and available through PAM are described below. A PM may elect to utilize any one or more of WIM’s internal SMA strategies for some or all of a PAM account’s assets based on the applicable Goals and Objectives. Participation (both initial and continued) in these SMA strategies is subject to certain eligibility requirements, which may include minimum SMA asset size, and which may also change from time to time. Tax-exempt fixed-income investment strategies SMA. These strategies seek to provide tax-exempt income while preserving capital and producing consistent long-term growth. In furtherance of these investment objectives, participating portfolios are managed utilizing a disciplined investment process through active risk management with ongoing credit review and surveillance. The strategies utilize a blend of yield and return portfolio management techniques that incorporate macroeconomic analysis, dynamic yield curve strategies, sector analysis and relative value assessment to pursue the investment objectives. Portfolios are composed of investment grade, tax-exempt securities, mutual funds, and cash. Security selection is focused upon state and local tax-backed general obligation issues, as well as revenue- backed issuers exhibiting the ability to generate consistent, broad-based revenues. Taxable fixed-income investment strategies SMA. These strategies seek to outperform a benchmark over a three-to-five-year period with the objective of total return and capital preservation. In furtherance of these investment objectives, participating portfolios are managed strategically to pursue a consistent, competitive total return over time utilizing a disciplined investment process. Preservation of capital and prudent growth potential are emphasized in conjunction with a strong focus on risk management. The investment process is focused on identifying and capturing performance while minimizing risk. 21  Macroeconomic factors, yield curve strategies, relative value security analysis, duration, and portfolio construction are used in combination to form appropriate portfolio characteristics in seeking relative above-average return potential. Participating portfolios are constructed and managed with investment grade securities and cash. Strategically managed fixed-income portfolios (whether managed pursuant to the tax-exempt or taxable investment strategy) generally include an allocation to cash, which varies depending upon market conditions and other factors. Cash in these strategically managed portfolios is one of several fixed-income assets utilized in bond portfolios as an investment choice/selection and does not represent excess cash in the portfolios. Accordingly, the cash component of strategically managed fixed-income portfolios is excluded from the cash allocation noted in your IPS. The ability of our fixed-income investment professionals to effectively manage fixed-income portfolios requires them to be positioned to diversify holdings while ensuring that individual position sizes remain readily tradable. For this reason, if a portfolio initially met eligibility requirements for SMA asset size for either of the internal fixed-income investment strategies, but subsequently ceases to meet such requirement, then, in order to continue to receive the services of our fixed-income investment professionals, clients may be requested to add funds to their account up to the then-required amount. If funds cannot be added, our fixed-income investment professionals may no longer be in a position to effectively service the account. We may have to take a series of actions, including closing your SMA and transferring the SMA assets to another account you hold with us. Large-cap equity investment strategy SMA. This strategy seeks to combine the relative stability and lower volatility of investing in high-quality, financially stable companies with the potential for long-term capital appreciation. The goal is to outperform our benchmark over the course of the economic cycle. The strategy may be appropriate for clients seeking capital appreciation with moderate risk. Our goal is to invest in quality large- and mid-cap companies with superior long-term business prospects and attractive valuations that have the potential to provide clients with positive returns over the long term. Our research team analyzes a broad universe of large- and mid-cap companies, evaluating a number of criteria for each, including: (i) Valuation: seeking to purchase stocks trading at a discount to their determined intrinsic value; (ii) Yield: seeking high free cash flow , and strong growing dividends; (iii) Durability: seeking to own businesses with sustainable competitive advantages; and (iv) Financial strength: seeking to own companies that we believe are able to survive and capitalize on downturns in the economy or market. Using a fundamental approach, our research team uses individual contacts, management contacts and in- depth business knowledge to evaluate specific stocks. The methodology employs a bottom-up, “business owner” approach to equity investments, where we seek to buy quality businesses at a discount to our assessment of intrinsic value. The model portfolio typically invests in 60-80 stocks with market capitalizations of approximately $10 billion and above. Individual positions are limited to a maximum of 55% of the portfolio at the time of purchase. Investments are broadly diversified across S&P economic sectors, although we may overweight and underweight specific sectors to capture more attractive risk- reward opportunities. A position can appreciate to a maximum of 10% of the total portfolio value over time before it is subject to being reduced. This strategy is both risk-focused and performance-driven, as we seek to manage downside risk in stressed markets. 22  For this strategy, we may use the same securities on our approved list of individual securities as those used by PM for our clients’ accounts, as well as securities that are not on the approved list, but that otherwise meet WIM’s investment standards for the strategy. Special Considerations regarding IRAs You may rollover assets from an employer-sponsored plan account into an IRA or transfer assets from an existing IRA into a new IRA to be managed by us. Prior to rolling over or transferring assets into an IRA to be managed by us, however, you should consider the features, costs, and surrender charges associated with consolidating the assets in one place. For example, IRA rollovers and transfers may be subject to differences in features, costs, and surrender charges. You should consider all the options prior to rolling over assets into an IRA. A detailed description of these considerations may be found at https://www.tiaa.org/public/pdf/Know_Your_Options_from_TIAA.pdf You may be able to leave assets in your current plans, withdraw cash subject to potential penalties, or rollover the assets into a new employer plan if one is available and rollovers are permitted. You should consult your tax or other advisor for more information. Please note that neither TC Services nor your Advisor or any other TIAA representative provides tax advice. TC Services benefits when you transfer assets from your employer-sponsored retirement plan to an account managed by us because of the fee we charge for our services, 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 having our financial professionals discuss your options when they make any such rollover recommendation to you. TC Services also requires that rollover transactions recommended by Advisors be reviewed, as required by applicable regulatory standards, to determine whether such recommended transactions are appropriate to meet its clients’ financial needs. Risk of Loss In addition to the risks associated with specific investments, discretionary investments in all client accounts are subject to the risks associated with investing in funds and other securities and will not always be profitable. Fluctuations in the financial markets and other factors may cause declines in the value of your account. Diversification does not ensure a profit or protect against a loss. We do not guarantee any results or that the objectives of any investment strategy, including those of any of our Internal SMA Strategies will be met, that the objectives of the funds in your account or your Goals and Objectives will be achieved, that the use of any investment strategy used for your account will preserve value or prevent losses, or that the assets in your account will provide you with a given level of income. We do not guarantee the future performance of any investments in your account. Individual investor results will vary. The goal of portfolio management is not to eliminate all risks, but rather to seek to mitigate your exposure to risk where possible. We seek to mitigate risk by first having you approve an IPS for your account that outlines your target asset allocation, which is designed to help you achieve your return objectives within appropriate risk parameters. In this context, risk is defined as market risk, or volatility, which is highly correlated to portfolio returns over the long term (i.e., higher exposure to market risk may result in higher 23  returns over time). Certain other risk factors associated with the management of your account are related to uncertainties or potential issues that may impact a specific security, sector, industry, or asset class. These risks are generally not rewarded by the markets and should be mitigated. Below are examples of some of these other risk factors: • Asset allocation drift: the risk that your portfolio may move outside of the targets established in your IPS; • Single asset concentration: the risk that an individual security, stock, or bond may be a disproportionate percentage of the market value of an account; • Sector/industry concentration: the risk that one or more sectors or industries are significantly overweight compared to the applicable index; and • Unapproved/transition securities: the risk that securities in your account do not meet our standards for purchase or retention. In managed tax-deferred accounts, such as our IRAs, we seek to mitigate these risk factors as soon as practicable after you approve the IPS for your account by selling concentrated holdings or securities transferred in to fund your account that do not meet our standards for purchase or retention. In taxable accounts, we will work with you to establish an appropriate transition plan each year that will provide your PM with the necessary flexibility to reduce the risks associated with concentrated holdings. Except as otherwise provided by law or in the agreement governing your account, we and our affiliates will not be liable for: • Any loss resulting from following your instructions or using inaccurate, outdated, or incomplete information you provide; • Any act or failure to act by a fund or any of its agents or any other third-party; • Any loss in the market value of your account, except for losses resulting from our willful misconduct; or • Any loss with respect to any of your assets that are not held in your account with us. Risks of Investing in the Program. The following is a general description of risks associated with investing in the Program. The following list describes risks at the overall portfolio level for your Program account and does not claim to be an exhaustive list of all risk factors associated with the Program. The following list also does not describe the principal risks of the underlying funds and ETFs selected for your portfolio, which are described in each fund and ETF’s current prospectus. Investment Risks: • Market Risk. The price of any security or the value of an entire asset class can decline for a variety of reasons outside of the Program’s control, including, but not limited to, changes in the macroeconomic environment, unpredictable market sentiment, forecasted or unforeseen economic developments, interest rates, regulatory changes, and domestic or foreign political, demographic, epidemic, pandemic, or social events. For example, if a client has a high allocation to a particular asset class, and that asset class underperforms relative to the overall market, their Program 24  account may be negatively impacted. Additionally, a low allocation to a particular asset class that outperforms other asset classes will cause the Program account to underperform relative to the overall market. • Global Economic Risk. National and regional economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country, region or market might adversely impact issuers in a different country, region or market. Changes in legal, political, regulatory, tax and economic conditions may cause fluctuations in markets and securities prices around the world, which could negatively impact the value of an account’s investments. Major economic or political disruptions, particularly in large economies, may have global negative economic and market repercussions. Additionally, events such as war, terrorism, natural and environmental disasters and the spread of infectious illnesses or other public health emergencies may adversely affect the global economy and the markets and issuers in which an account invests. These events could reduce consumer demand or economic output, result in market closure, travel restrictions or quarantines, and generally have a significant impact on the economy. Such events could materially increase risks, including market and liquidity risk, and significantly reduce account values. These events also could impair the information technology and other operational systems upon which service providers, including APS, rely, and could otherwise disrupt the ability of employees of service providers to perform essential tasks on behalf of an account. There is no assurance that governmental and quasi-governmental authorities and regulators will provide constructive and effective intervention when facing a major economic, political, or social disruption, disaster or other public emergency. • Mutual Funds and ETFs (Funds) Risks. Investing in shares of a Fund involves risk of loss that Program clients should be prepared to bear. For mutual funds and ETFs in particular, this includes the risk that the general level of underlying security prices may decline, thereby adversely affecting the value of the Fund. Moreover, a Fund may not fully replicate the performance of its benchmark index. Funds are not guaranteed or insured by the Federal Deposit Insurance Corporation or any other government agency. Funds have their own fees, investments and risks. For the specific information associated with any Fund used by the Program for your account, please consult the Fund’s prospectus and statement of additional information, which you should read carefully. • Fixed Income Risk. Your Program account may hold significant positions in mutual funds and ETFs that invest exclusively or primarily in, debt securities such as corporate and foreign bonds. Debt securities are subject to credit risk, which is the risk that the issuer of the security will not be able to make principal and interest payments when due. This will significantly impair the value of the security. Even if a debt issuer continues to make principal and interest payments, the market value of a debt security can decline because of concerns about the issuer’s ability to make such payments in the future. Debt securities also are subject to interest rate risk because their value will rise and fall with changes in interest rates. When interest rates rise, the market prices of already issued debt securities usually decline and when interest rates fall, the market value of the debt instrument will rise. Interest rate risk tends to be greater for debt securities with longer maturities or duration. 25  • Company-Specific Risk. When investing in individual equities, you assume risks specific to that company, including management decisions, financial leverage, product failures, regulatory actions, and other business risks that could cause a substantial decline in the security's value independent of broader market movements. • Model Risks. The assumptions made in the construction of the models may limit their effectiveness. For example, use of historical market data may not predict future events. Additionally, inaccuracies or limitations in the quantitative analysis or models used by the Program may interfere with the implementation of model portfolio strategy. • Asset Allocation and Investment Strategy Risks. The asset classes used within the various model portfolios offered through the Program can perform differently over time and potentially underperform the Program’s expectations. More aggressive strategies used within the model portfolios generally contain larger weightings of riskier asset classes such as equities. • Tactical Allocations Risk. TC Services and WIM generally have discretion to make short to intermediate term tactical allocations that increase or decrease the exposure to asset classes and investments. As a result of these tactical allocations, a client account may deviate from its strategic target allocations at any given time. A client account’s tactical allocation strategy may not be successful in adding value, may increase losses to the account and/or cause the account to have an investment strategy different than that portrayed in the client account’s strategic asset allocations from time to time. • Liquidity Risk. Program clients collectively account for a significant portion of certain Funds (in some cases, in excess of 50%). As a result, when the Program generates a full or partial liquidation of larger size, mutual fund managers generally are permitted under the terms of the fund’s prospectus to satisfy the redemption “in kind” (i.e., the Program would receive a distribution of securities, rather than cash, which it would need to liquidate directly). A redemption received in kind may require the use of a transition manager, which may be difficult to source and costly. In order to avoid a redemption in kind, the Program may liquidate such positions over a more extended period of time, which introduces pricing risk. Further, mutual funds may “gate” during times of market stress or otherwise allocate liquidity among investors seeking to redeem, which can further delay the Program’s ability to reduce or redeem out of such positions. Additionally, when the Program aims to liquidate large positions in an ETF that has less liquid underlying investments it can create pricing gaps, which the Program may mitigate by buying and selling the ETF over an extended period of time. While the Program may be able to execute large ETF sales with a market maker, a market maker generally assesses a markdown for a large, at-risk trade. These scenarios create a risk that a Fund is not sold in a timely manner at the desired price. • Concentration Risk. Program clients collectively account for a significant portion of certain Fund assets (in some cases, in excess of 50%) and a decision by the Program to sell the shares of the ETF or mutual fund may negatively impact the value of the ETF or mutual fund. In addition, managed account programs operated by TIAA Affiliates (including TIAA Trust) often own 26  material positions in these same Funds, which increases the collective ownership by TIAA and heightens this risk. • Cybersecurity Risks. With the increased use of technologies such as the Internet to conduct business, client portfolios are susceptible to operational, information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events that include, but are not limited to, gaining unauthorized access to digital systems, misappropriating assets or sensitive information, corrupting data, or causing operational disruption, including denial-of- service attacks on websites. Cyber security failures or breaches by a third party service provider and the issuers of securities in which the Program invests, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs, including the cost to prevent cyber incidents. • Reliance on Technology. The offerings within the Program are dependent upon various computer and telecommunication technologies, many of which are provided by or are dependent on third parties. The successful operation of the Program could be severely compromised by system or component failure, telecommunication failure, power loss, a software-related system crash, unauthorized system access or use (such as “hacking”), computer viruses and similar malicious programs, fire or water damage, human errors in using or accessing relevant systems, and various other events or circumstances. It is not possible to provide comprehensive and fail-safe protection against all such events, and no assurance can be given about the ability of applicable third parties to continue providing their services. Any event that interrupts such computer and/or telecommunication systems or operations could have a material adverse effect on the Program. Limitations of Risk Disclosures: As the strategies develop and change over time, clients may be subject to additional and different risk factors, therefore the above list of risks is not a complete enumeration or explanation of all of the risks involved in investment in Program. No assurance can be made that profits will be achieved or that substantial losses will not be incurred. Item 9 – Disciplinary Information 1. On February 16, 2024, the SEC issued an order regarding conduct TC Services had self-reported to the SEC in connection with an SEC Regulation Best Interest examination. Without admitting or denying the findings, TC Services consented to the entry of an order (the “Settlement Order”) finding that between June 30, 2020 and November 1, 2021, it violated Rules 15l-1(a)(1) and (2) under the Exchange Act when making recommendations to customers to open TIAA IRA and IS IRA accounts. The Settlement Order found that the IRA accounts contained a core menu of affiliated mutual funds, and that TC Services did not adequately disclose or consider the availability of lower cost share classes of those affiliated mutual funds within optional brokerage window accounts available to TIAA IRA and IS IRA accountholders. Pursuant to the Settlement Order, TC Services consented to a censure and was ordered to cease and desist from committing or causing further violations of Rules 15l-1(a)(1) and (2) under the Exchange Act. TC Services also was ordered to pay 27  disgorgement of $936,714 and prejudgment interest of $103,424.91, and a civil penalty of $1.25 million. The Settlement Order notes various prompt efforts undertaken by TC Services in 2021 to self-report, disclose and remediate the issues. 2. On July 13, 2021, TC Services entered into settlements with the SEC and the New York Attorney General (“NYAG”), without admitting or denying the findings. The settlements state that during the period January 1, 2012 to March 30, 2018, TC Services made false, inaccurate or misleading statements in the marketing of Portfolio Advisor managed accounts, and (1) failed to correctly or adequately disclose to clients the financial incentives and conflicts of interest for WMAs to recommend rollovers from a TIAA Plan to the Portfolio Advisor program, over other investment options that would earn less compensation for the WMA and less revenue for TC Services; (2) provided clients with incomplete and misleading information about their investment options, including the existence of other investment options with lower costs and/or better net-of-fees modeled returns, particularly the option of retaining assets in employer-sponsored plans; and (3) provided training that confused WMAs, who made inaccurate and confusing statements concerning the legal standard under which WMAs were acting when making investment recommendations, with WMAs believing and stating that they were acting as fiduciaries. In the settlements, TC Services was found to have violated, and was ordered to cease and desist from committing or causing further violations of: (1) Sections 206(2), 206(4) and 206(4)(7) of the Investment Advisers Act of 1940; (2) Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933; and (3) the Martin Act, New York Executive Law section 63(12) and New York common law. TC Services also was ordered to provide client restitution in the amount of $97 million, which included a $9,000,000 SEC penalty, return of a portion of fees in the amount of $73,985,572 and prejudgment interest of $14,014,428, to approximately 20,000 former or current clients who opened a Portfolio Advisor account using assets from a TIAA-administered retirement plan between January 1, 2012 and March 30, 2018. In resolving the matter, the NYAG and SEC acknowledged certain measures taken by TC Services prior to and during the investigations, including: (1) changes to WMA compensation to remove differential compensation between managed accounts and other retirement plan options; (2) the decision to hold all WMAs to a fiduciary standard when recommending the Portfolio Advisor program; and (3) enhancements to training, disclosures, supervision, and policies and procedures to improve its practices regarding the issues in the settlement. Pursuant to the settlements’ terms, TC Services has undertaken to notify affected clients of the terms of the settlements, to continue to hold all WMAs to a fiduciary standard when recommending the Portfolio Advisor program, to review and improve as necessary the training programs and disclosures, and to report to the SEC and NYAG regarding compliance with the undertakings and relief provisions. For a copy of the SEC order, see https://www.sec.gov/litigation/admin/2021/33-10954.pdf. 3. On March 11, 2019, the SEC issued an order regarding conduct TC Services had self-reported to the SEC in connection with the Share Class Selection Disclosure Initiative (the “Initiative”). Without admitting or denying the findings, TC Services consented to the entry of an order (the “Settlement 28  Order”) finding that it violated Sections 206(2) and 207 of the Advisers Act by not adequately disclosing to clients enrolled in the Portfolio Advisor and Portfolio Manager programs certain conflicts of interest related to the receipt of 12b-1 fees and selection of mutual fund share classes that pay such fees. Pursuant to the Settlement Order, TC Services consented to a censure and was ordered to cease and desist from committing or causing further violations of Sections 206(2) and 207 of the Advisers Act. TC Services also was ordered to disgorge a total of $2,102,380.21 in 12b-1 fees received, plus $293,342.08 in prejudgment interest, to affected investors and to notify affected investors of the Settlement Order’s terms including the following undertakings: (1) review and correct as necessary all relevant disclosure documents concerning mutual fund share class selection and 12b- 1 fees; (2) evaluate whether existing clients should be moved to a lower-cost share class and to move clients as necessary; and (3) evaluate, update and review for the effectiveness of their implementation, TC Services policies and procedures to ensure that they are reasonably designed to prevent violations of the Advisers Act in connection with disclosures regarding mutual fund share class selection. The SEC did not impose a civil penalty on TC Services based on TC Services self- reporting through the Initiative. 4. On November 22, 2016, TC Services entered into a settlement, known as a letter of acceptance, waiver and consent (“AWC”) with FINRA, a self-regulatory organization for broker-dealers. The settlement related to how TC Services confirmed transactions it effected between 2004 and 2015 for employer retirement plans record-kept by TIAA. TC Services accepted and consented to the entry of findings (without admitting or denying the findings) that it failed to deliver confirmations for certain transactions and delayed delivery of confirmations due to technological issues and ambiguities in a vendor contract, and did not denote the firm’s capacity as agent on certain confirmations, resulting in violations of Securities Exchange Act Rule 10b-10, NASD Rule 2230 and FINRA Rule 2232 related to customer confirmations, and NASD Rule 2110 and FINRA Rule 2010 related to standards of commercial honor and principles of trade. TC Services further consented to a censure and fine of $275,000. In resolving the matter, FINRA recognized that TC Services: (1) timely self-reported the foregoing confirmation issues to FINRA; (2) prior to detection or intervention by a regulator, engaged outside counsel and an independent consultant to conduct an internal forensic investigation of the relevant issues; (3) promptly took corrective action and revised its policies and procedures regarding confirmation production and delivery; (4) hired additional staff dedicated to ensuring proper confirmation production and delivery; and (5) provided substantial assistance to FINRA by sharing the results of its internal investigation and voluntarily and promptly providing updates regarding additional confirmation delivery issues discovered during its internal investigation. Item 10 – Other Financial Industry Activities and Affiliations TIAA Managed Account Programs and Services Different TIAA Managed Accounts have different fee structures and offerings of services than the Program and have access to different Funds, asset classes and/or share classes of Funds than those available through the Program. These differences are based on the level and type of services offered by each program, the service providers and platforms used in each program and the amount of a client’s assets under management, among other factors. You should consult your Advisor for more information 29  about the other TIAA Managed Account programs when considering whether the Program is right for you. Advisors can recommend that you open, contribute or consolidate assets (through a rollover or transfer) into any of the TIAA Managed Accounts (except TPP, which is closed to new investors). In certain cases, a client may be eligible to invest in more than one TIAA Managed Account offered by TC Services. Under certain circumstances. TC Services has an incentive to recommend the Program over other TIAA Managed Accounts when the client is eligible for both. The revenue that TC Services retains from the Program Fee can be greater than the advisory fee you would pay on other TIAA Managed Accounts. Based on a comparison of investment management fees and without regard to the cost of the additional services provided in PAM, including a dedicated PM, TIAA typically has an incentive for TC Services to recommend a PAM account over other TIAA Managed Accounts Program account when the client is eligible for both. This is because the blended fee rate that you pay on a PAM account can be greater than the rate you would pay on other TIAA Managed Accounts (depending on account size and mix of asset classes). However, our incentive to recommend the PAM account depends on the total revenue and costs to all TIAA entities from a particular account, which varies based on additional factors such as the level of service required by a client and cost of transactions. Making a recommendation that generates more revenue, or decreases the costs to TC Services and/or TIAA as a whole presents a conflict of interest. Please see the TC Services APS disclosure brochure at https://www.tiaa.org/public/pdf/tc_adv_program.pdf for more detail on the revenue that TC Services and/or TIAA receives from each TIAA Managed Account program. We address the conflicts of interest by disclosing our incentives to you, by requiring that all TC Services’ recommendations be assessed in accordance with applicable regulatory standards, to determine whether they are appropriate for client’s financial needs, and by ensuring Advisors compensation does not vary based on the TIAA Managed Account type they recommend. Positions taken by APS on behalf of some TIAA Managed Account clients may be the same as, or different from, or made contemporaneously with or at different times than, positions taken for other clients. APS’s investment decisions for the Program are based on research or other information that also is used to support its investment recommendations for other clients, and it may be perceived as a conflict of interest when advice differs for accounts that use strategies similar to those used by other TIAA Managed Accounts, especially if the investment decision results in TIAA retaining more of the Program Fee. APS seeks to identify and mitigate or disclose actual and perceived conflicts of interest with clients and to resolve such conflicts appropriately if they do occur. Key Differences in TIAA Managed Account Programs and Services An important distinction between wrap fee programs, such as TPP and PA, versus PAM is that the fees for the wrap fee programs are inclusive of most transaction costs and are generally lower than the fees for PAM. TPP and PA also use model portfolios that are constructed based on the client’s expressed risk tolerance, time horizon and investment preferences, whereas PAM’s discretionary account provides a customized portfolio based on the client’s investment plan set forth in the client’s IPS for the account, and 30  the investments are managed by a dedicated PM. WMAs and WAs will recommend the account that is in the client’s best interest. Please see the TC Services APS disclosure brochure at https://www.tiaa.org/public/pdf/tc_adv_program.pdf for more detail on the key differences between TIAA Managed Accounts. APS also offers, separately from the Program, non-discretionary financial planning services with an emphasis on retirement planning needs. Retirement planning helps clients invest for retirement and address income needs. Retirement planning is generally limited to providing advice across fixed annuities, variable annuities, mutual funds, and ETFs. These services are described in greater detail in the TC Services Form ADV Part 2A disclosure brochure. For more information on the different services we provide, see TC Services’ Form CRS and Reg BI disclosures which can be found at https://www.tiaa.org/public/support/regbi. Affiliations TC Services has certain relationships or arrangements with related persons that are material to its advisory business or its clients. Below is a description of such relationships and some of the conflicts of interest that arise from them. TIAA. TIAA is the sole owner of TC Services and provides a variety of services that are material to TC Services’ registered investment adviser services, including administrative, legal and marketing support. All TC Services financial professionals are employees of TIAA and are deemed supervised persons of TC Services. Certain officers and directors of TC Services also serve in similar capacities with other affiliated investment advisers. TC Services and TIAA have entered into a service arrangement whereby TIAA, directly or through its subsidiaries, provides a variety of services to TC Services that are material to our investment management, fiduciary, and custody services. These services include, without limitation, personnel, administrative, auditing, data processing, and marketing services. TIAA Trust. TC Services and TIAA Trust have entered into a custody arrangement whereby TIAA Trust provides custody services for PAM accounts. The use of an affiliated qualified custodian creates a conflict because TC Services’ parent, TIAA, and its affiliate, TIAA Trust, benefit from more revenue in the form of custodial fees paid than if TC Services were to utilize an unaffiliated qualified custodian. We address this conflict by disclosing it to you and by ensuring the reasonableness of the custodial fees that TIAA Trust charges. WIM. TC Services and WIM have entered into an investment advisory agreement for WIM to provide sub-advisory services and SMAs for the TIAA Managed Accounts. WIM’s role for the TIAA Managed Accounts is to provide investment management services through the creation and implementation of investment advice. 31  Nuveen. Nuveen Fund Advisors, LLC is the investment adviser to the Nuveen Funds and a subsidiary of Nuveen, LLC. Various subsidiaries of Nuveen, LLC serve as sub-advisers to the Nuveen Funds. Nuveen Securities, LLC, also a subsidiary of Nuveen, LLC serves as the principal underwriter for the Nuveen Funds. Nuveen, LLC and its subsidiaries are indirectly, wholly owned subsidiaries of TIAA. Each of the above affiliates receives compensation from the Nuveen Funds in connection with the services it provides. Nuveen Fund Advisors, LLC is also the investment adviser to the ESG ETFs issued under the NuShares ETF Trust (the “Nuveen ESG ETFs”) (the Nuveen Family of Funds and Nuveen ESG ETFs, comprise the Affiliated Funds). See the Affiliated Funds’ prospectuses for a description of the compensation received by our affiliates for services to the Affiliated Funds. Affiliated Fund expense ratios may change over time and from time to time. Always consult the current Affiliated Fund prospectus for the most accurate information. Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading TC Services’ advisory division has a Code of Ethics Policy (“Code of Ethics Policy”) that regulates the personal securities trading activities of investment personnel and other persons with access to confidential trading information (collectively “access persons”). The Code of Ethics Policy requires access persons to address conflicts of interest appropriately, e.g., when investing in or making additional contributions to investments that are branded, sponsored, advised or sub-advised by TIAA or its affiliates. The Code of Ethics ultimately seeks to ensure that access persons place the interests of clients of TC Services ahead of their own interests with respect to their personal securities trading activities. All access persons and members of their households must report their personal holdings and transactions in covered securities. Certain access persons are subject to certain restrictions and prohibitions in trading for their own accounts and are subject to pre-clearance of certain securities transactions by a compliance unit. The Code of Ethics Policy also prohibits the misuse of material nonpublic information and confidential information. TC Services’ advisory division prohibits or limits the purchase of securities in initial public offerings and private placements. Our financial professionals may purchase or sell for their personal account securities recommended to you, subject to the limitations of the Code of Ethics Policy. You may request a copy of the Code of Ethics Policy. SEC rules require broker-dealers to maintain a minimum amount of working capital. TC Services may invest this working capital in money market mutual funds, mortgage-backed securities, investment grade corporate bonds or U.S. Treasury Securities. Except for securities invested for this limited purpose, TC Services generally does not buy or sell its own portfolio securities that it may recommend to you. TC Services and its affiliates receive compensation for services they provide to TIAA affiliated products, including variable annuities and mutual funds, which include but are not limited to distribution, administrative and advisory services. Refer to the prospectuses and statements of additional information of the applicable affiliated product for a complete description of these fees and payments. Investing in affiliated products poses a conflict of interest, as TIAA and its affiliates receive more revenue than when 32  recommending unaffiliated products. To address this potential conflict, financial planning services and PAM Sales and Servicing do not recommend specific securities to you. Item 12 – Brokerage Practices Broker Selection and Best Execution TC Services executes PAM Program trades through unaffiliated broker-dealers. TC Services engages its affiliates to perform initial selection and ongoing monitoring of unaffiliated broker-dealers. In making this selection, the primary objective is to seek to obtain the best execution of orders at the most favorable net price based on the market circumstances prevailing at the time of the transaction. The selection also may be based on additional factors, including the ability to handle particular orders or special execution, competitiveness of commission rates, ability to execute transactions promptly, financial responsibility, quality of service provided, and general reputation in the industry. Generally, all marketable equity securities transactions are executed through an electronic order trading system with an unaffiliated broker-dealer. Research. Consistent with the duty to seek to obtain best execution, we do not give consideration to broker-dealers who provide research services to us. We currently receive research supplied by firms providing execution services, and we may purchase independent research from third parties. This research material may include, without limitation, statistical or factual information concerning investments, economic views and opinions, appraisals and valuations of securities, and information as to the availability of securities. All research services received from broker-dealers to whom commissions are paid are used collectively. There is no direct relationship between commissions received by a broker- dealer from a particular client’s transaction and the use of any or all of that broker-dealer’s research material in relation to that client account. Trade Execution TC Services does not engage in principal trades; agency cross trades between a client of TIAA Brokerage Services and PAM Program clients; or cross trades between PAM Clients and clients of the other TIAA Managed Accounts. TC Services or WIM, as SMA Manager may enter into cross trades on behalf of two or more PAM Program clients in order to seek and obtain best execution. A cross trade occurs when TC Services or WIM effect a trade between two or more of their advisory clients’ accounts, but do not charge a fee for effecting the transaction. This presents a potential conflict of interest between our obligations owed to the buying client and to the selling client. We currently enter into cross trades solely with regard to municipal bonds, and only in non-IRA and non- ERISA accounts. To address the conflict of interest between our obligations to the buying client and to the selling client, bond bids and asks are reviewed through reputable pricing services or through a network of unaffiliated broker-dealers to establish market price discovery. This process ensures that best execution pricing is achieved for both the seller and the buyer in a cost-effective transaction, without giving preferential treatment to either party. We do not receive additional compensation or commissions in connection with facilitating these transactions. 33  For certain municipal bond transactions in non-IRA and non-ERISA accounts, TC Services or WIM, as SMA manager, may use a closed blind auction process instead of cross trades. When a more favorable price isn't available externally for a buying client, we utilize a blind auction through an approved broker that acts as intermediary on a riskless principal basis. We may bid on behalf of buying clients alongside other, unaffiliated market participants. If our bid wins, we purchase the security for allocation to the buying client. If outbid or if we choose not to execute the sell, we will seek alternative ways to fulfill the buying and/or selling client’s needs. PAM Program Order Aggregation Practices TC Services and WIM, as SMA program manager, may aggregate orders for the purchase or sale of the same security approved at approximately the same time for multiple client accounts as long as: (i) the resulting securities (if a purchase transaction) or proceeds (if a sale transaction) are allocated fairly and equitably among the participating accounts; (ii) if there should be any deviation from the intended allocation of securities or proceeds, we promptly record the deviation and the reasons for the deviation and ensure that all participating accounts receive fair and equitable treatment; and (iii) we do not receive any compensation of any kind solely as a result of the aggregation of orders and the allocation of securities or proceeds. In certain circumstances, we may not aggregate orders, which can result in higher costs and/or less flexibility in the execution of the trades. Where orders are aggregated, such orders will be allocated on a pro-rata, average price basis. However, in the event we determine that a pro-rata allocation is not appropriate under the particular circumstances, TC Services may utilize a randomized trading allocation methodology that seeks to allocate a partially filled order randomly across participating PAM Program accounts. In these cases, clients who receive an allocation will pay the average price for all executed trades and clients who do not receive an allocation will not participate in that trade. Order Aggregation Practices Across Programs We reserve the right to aggregate orders for the purchase or sale of the same security approved at approximately the same time for multiple client accounts across the TIAA Managed Account programs, to the extent that there are contemporaneous trades in the same securities across these programs. TC Services may do so as long as: (i) the resulting securities (if a purchase transaction) or proceeds (if a sale transaction) are allocated fairly and equitably among the participating accounts; (ii) if there should be any deviation from the intended allocation of securities or proceeds, we promptly record the deviation and the reasons for the deviation and ensure that all participating accounts receive fair and equitable treatment; and (iii) we do not receive any compensation of any kind solely as a result of the aggregation of orders and the allocation of securities or proceeds. In certain circumstances, we may not aggregate orders, which can result in higher costs and/or less flexibility in the execution of the trades. Where orders are aggregated, such orders will be allocated on a pro-rata, average price basis. However, in the event we determine that a pro-rata allocation is not appropriate under the particular circumstances, TC Services may utilize a randomized trading allocation methodology that seeks to allocate a partially filled order randomly across participating accounts. In these cases, clients who receive an allocation will pay the average price for all executed trades and clients who do not receive an allocation will not participate in that trade. Use of Shared Trading and Portfolio Management Personnel 34  TC Services and its affiliates have intercompany arrangements whereby one or more affiliates share personnel for one or more purposes, including the construction and implementation of trade orders for multiple programs and affiliated entities. Any such shared personnel are subject to the policies and procedures of the applicable affiliate when acting on the affiliate’s behalf. Such personnel splitting time and attention between one or more affiliates creates conflicts of interest in that the time and effort of these shared personnel will not necessarily be devoted exclusively, or even predominately, to TC Services. While the affected affiliates have adopted policies, procedures or guidelines to address conflicts of interest associated with personnel sharing, such policies, procedures or guidelines can differ and there can be no assurance that such policies, procedures or guidelines will successfully eliminate or mitigate all such conflicts in every case. Item 13 – Review of Accounts TC Services’ advisory division has an ongoing obligation to consider whether prior recommendations to open, contribute or consolidate assets (through a rollover or transfer) into the TIAA Managed Accounts remain appropriate for its clients. TC Services’ advisory division and Advisors fulfill this obligation by offering to meet with PAM clients at least annually through notices in various TIAA Managed Account communications requesting that TIAA Managed Account clients contact their Advisor if their investment objectives or financial circumstances have changed. During such meetings Advisors focus on whether the client’s financial circumstances or individual preferences for advisory services have changed materially in a way that might suggest that the client’s current account is no longer appropriate, or whether changes to the management of the client’s TIAA Managed Account are recommended (including whether the client wants to impose or modify any reasonable restrictions on the account). To ensure that the PAM account and the investment strategy remain suitable, clients are instructed promptly to notify TC Services’ advisory division or their Advisor of any material changes to their investment objectives and/or financial situation. Advisors do not individually determine whether TC Services or WIM continue to perform acceptably as investment manager, or sub-adviser, respectively as that review is conducted by TC Services periodically and serves as the basis for making these account type recommendations to clients. In between these inquiries, it is the responsibility of PAM clients to contact an Advisor whenever a material change occurs in the client’s financial situation or investment objective, as either may affect the continued appropriateness of the account in which the client is enrolled. A review of the continued appropriateness of the account will be conducted, as needed, whenever this information is brought to TC Services’ attention. It is your responsibility to inform TC Services of such relevant material changes, and TC Services will have no liability for your failure to provide it with accurate or complete information or to inform TC Services promptly of any changes in the information you previously provided. Examples of material changes include, but are not limited to, changes in net worth, employment status, marital status, family size, occupation, residence, health or income level, investment objective, or risk tolerance. Any recommendations regarding the PAM account that occur when clients reach out to the Advisor will be subject to the fiduciary duty described under “Scope of Services and Applicable Standards “in Item 4 above. 35  Item 14 - Client Referrals and Other Compensation In connection with other services provided to you outside of the Program, Advisors may recommend you invest in affiliated products and non-advisory services offered by or through TIAA such as variable annuities or mutual funds. TC Services and its affiliates receive compensation for services they provide to these affiliated products, including but not limited to advisory, distribution, and administrative services. Refer to the prospectuses, statements of additional information, or other disclosures for the applicable affiliated product for a complete description of such fees and payments. Also, recommending affiliated products creates a conflict of interest because the TIAA family of companies receives more revenue when recommending affiliated products than when recommending unaffiliated products. TC Services compensates financial professionals who act as broker-dealer representatives for client referrals to TC Services’ advisory division. For information about how these financial professionals are compensated for these referrals, see “Compensation of TC Services Financial Professionals”. TC Services may, from time to time, maintain referral arrangements with unaffiliated and/or other affiliated entities. The Bancorp, N.A. TC Services has established a referral arrangement with an independent third-party lender, The Bancorp Bank, N.A. (“Bancorp”), to provide clients with the option to establish a securities- backed line of credit (“SBLOC”). TC Services receives compensation from Bancorp on the outstanding SBLOC balances used by its clients that were successfully referred by TC Services. This is in addition to the investment management or other fees that clients pay to TC Services for the investment services on their accounts. Therefore, TC Services has a financial interest in its clients establishing an SBLOC with Bancorp, as well as having outstanding loans under the SBLOC. The revenue sharing fees we receive under this, or any future arrangement, incentivizes us to recommend Bancorp’s services, but will not result in increased charges to our clients, and only we, and not Bancorp or any other party, are responsible for providing the investment management or fiduciary services to our clients. Under an SBLOC with Bancorp, the assets in your taxable PAM account are pledged as collateral against the loans you draw under the SBLOC. TC Services is not the lender and provides lending referrals for SBLOCs to Bancorp solely as an accommodation to its clients. Your decision to establish a relationship with Bancorp is made in your discretion and such relationship is independent from your relationship with TC Services. Item 15 – Custody TC Services does not maintain physical custody of PAM assets. Nonetheless, TC Services is deemed to have custody of PAM account assets because its affiliate, TIAA Trust acts as qualified custodian for PAM accounts with the ability to access the cash and securities in PAM accounts. PAM clients give this authority to TC Services as the investment manager or to TIAA Trust as the trustee or custodian. TIAA Trust has engaged SEI Trust to act as sub-custodian for PAM accounts. Clients will receive monthly account statements from TIAA Trust or SEI Trust (and/or, to the extent PAM assets are not custodied with TIAA Trust or SEI Trust, from another broker-dealer, bank or financial services firm that serves as qualified custodian or sub-custodian to the PAM Accounts). Account 36  statements from TIAA Trust list the assets in the account and all transactions since the previous statement. Annual account statements may also be provided with year-end tax information for the account. Clients who do not receive such account statements are encouraged to follow-up directly with their Advisor, TC Services, or the custodian and request such statements. Clients should carefully review these statements. We encourage clients to carefully review the statements they receive and to compare them with any additional reports or performance information they may receive. Item 16 – Investment Discretion To authorize discretion for TC Services, clients in PAM must enter into an advisory agreement, referred to as the Investment Management Agreement. PAM clients also typically work with a WMA or WA to answer a series of questions that provide their risk tolerance and time horizon. The PM will review the client’s responses; propose an investment objective for the client’s account; and create an IPS for the client’s review and approval. Clients for these accounts have the ability to impose limitations on the management of their assets, including types of assets they do not want in their portfolio. However, TC Services cannot implement client restriction requests on individual securities held by a mutual fund. Item 17 – Voting Client Securities Proxies. Rule 206(4)-6 under the Advisers Act requires that investment advisers exercising voting authority on behalf of their advisory clients must adopt and implement written policies and procedures reasonably designed to ensure that proxies are voted in a manner that reflects the best interests of clients. Program account proxies are voted by TIAA’s Nuveen Stewardship Group (the “NSG”), unless you request otherwise, in which case the proxy materials will be sent directly to you. In voting your proxies, the NSG follows the guidelines set forth in the TIAA policy statement on responsible investing. Conflicts of interest identified are resolved through guidelines set forth in NSG’s procedures. This includes the use of an independent third-party proxy advisory firm (currently, Institutional Shareholder Services) to vote proxies for Program holdings in Affiliated Funds, The NSG works with a proxy execution firm to effectuate the voting of your proxies. The Program reviews the proxy voting practices of NSG periodically to ensure that they are acting in clients’ best interests. TC Services intends to vote proxies in accordance with its clients’ best interests and aims to use proxy voting as a tool to promote positive returns for long-term shareholders. TC Services may not vote proxies if it determines that the benefit of voting individual proxies is small relative to the undue burden of voting those proxies, or where the client’s account does not have an economic interest in the outcome of the proxy. You cannot direct the Program on how to vote on a particular proxy; you must either delegate all proxy voting to the Program on your behalf or wholly retain voting privileges. You may obtain information about how the NSG voted with respect to any security by calling your Advisor. You also may obtain a copy of the applicable proxy voting policies and procedures, and the TIAA policy statement on responsible investing, by calling your Advisor. 37  Class Actions. You authorize TC Services to file claims in connection with class action lawsuits associated with holdings in your account on your behalf. TC Services, through the program custodian TIAA Trust, has engaged a third-party service provider (the “Third-Party Filer”) to facilitate the filing of class action lawsuit claims and distribution of class action proceeds associated with holdings in client accounts. In exchange for its services, the Third-Party Filer charges a fee based on the amount of proceeds received on a client’s behalf. This fee is either deducted by the Third-Party Filer directly from the proceeds or otherwise passed on to the client. TC Services does not retain any fees in connection with this service or receive any direct or indirect benefit in connection therewith. A client entitled to any class action proceeds will receive a credit to the account(s) in which the purchase/sale of the impacted securities took place if that account remains open. TC Services will not make filings if your account is no longer open. If a settlement is received after a client terminates its relationship with TC Services, a check will be mailed to the most recent address of record for the closed account(s). For proceeds equal to or less than $50 received following the termination of a client’s relationship with TC Services, TC Services will donate such proceeds to a charity of its choice. 38  Item 18 – Financial Information We do not require or solicit prepayment of more than $1,200 in fees per client six months or more in advance and, thus, have not included a balance sheet of TC Services’ most recent fiscal year. We are not aware of any financial condition that is reasonably likely to impair TC Services’ ability to meet its contractual commitments to clients, nor has TC Services been the subject of a bankruptcy petition at any time during the past ten years. 39  Biographies of Sub-Adviser Investment Management Personnel The Brochure Supplements (each, a “Brochure Supplement”) that appear on the following pages contain the biographies of those affiliated investment personnel who manage assets invested in the PAM discretionary investment management program on behalf of Advice and Planning Services (“APS”), the division of TIAA-CREF Individual & Institutional Services, LLC (“TC Services”) that sponsors, administers and manages the Program. These investment personnel support the Program as part of an investment team at APS’s affiliate, WIM (the “TIAA WIM Investment Team”) that APS engages to formulate advice for the Program, subject to its oversight. Brochure Supplement David M. Chow, CFA® August 6, 2025 This Brochure Supplement provides information about David M. Chow, an individual who is on the TIAA WIM Investment Team that has investment discretionary authority over assets enrolled in the Program, subject to APS’s oversight. It supplements the attached Disclosure Brochure for the Program. You should have received a copy of that Disclosure Brochure. Please call 704.988.1000 if you did not receive a copy of the Program’s Disclosure Brochure or if you have any questions about the contents of this Brochure Supplement. Background. David was born in 1969. His work address is 8500 Andrew Carnegie Blvd, Charlotte, NC, 28262. His phone number is 704-988-2827. David is a Director, Senior Equity Analyst for WIM. WIM’s corporate headquarters are located at 730 Third Avenue, New York, NY, 10017, phone 212-490-9000. Educational Background and Business Experience. David joined TIAA Trust (now WIM) in December 2018 and focuses on the Large Cap Equity Strategy where he is responsible for the coverage of the healthcare and financials sectors. Prior to joining TIAA Trust, he spent 7 years as a Managing Director/Portfolio Manager on the US Large Cap Growth team at Manulife Asset Management. He joined Manulife Asset Management from Wells Capital Management where he was a member of the Strategic Large Cap Growth Equity team for 13 years. David began his investment management career as a portfolio manager with First Investment Advisors for First Union National Bank. David holds a Master’s in Business Administration from the Darla Moore School of Business at the University of South Carolina, and holds a Bachelor’s of Arts in Economics from Western University. David is also a CFA® charterholder. Disciplinary Information. David has no history of disciplinary events. Other Business Activities. David is currently engaged in no other business activities outside of WIM. 40  Additional Compensation. David is paid a base salary and bonus. Bonus compensation takes into account a number of factors based on his role with WIM, including the overall performance of strategies he manages, and other goals and responsibilities related to investment management at TIAA. David does not receive compensation for providing advisory services from anyone other than his employer. Supervision. The investment discretion exercised by the TIAA WIM Investment Team is principally monitored by APS’s affiliate, WIM, which APS engages to formulate advice for the Program. Senior investment professionals from WIM typically meet monthly to review investment related decisions, policies, and procedures and annually to review the investment strategy work of the TIAA WIM Investment Team. APS exercises oversight as described in the Program’s Disclosure Brochure. David’s supervisor is Robert Marshall, Managing Director, Portfolio Management, Equities, TIAA Wealth at 704-988-7871. General inquiries regarding accounts, balances, distributions, or any other account administrative features should be directed to your Advisor. Brochure Supplement Bryan K. White, CFA® August 7, 2025 This Brochure Supplement provides information about Bryan K. White, an individual who is on the TIAA WIM Investment Team that has investment discretionary authority over assets enrolled in the Program, subject to APS’s oversight. It supplements the attached Disclosure Brochure for the Program. You should have received a copy of that Disclosure Brochure. Please call 704.988.1000 if you did not receive a copy of the Program’s Disclosure Brochure or if you have any questions about the contents of this Brochure Supplement. Background. Bryan was born in 1968. His work address is 8500 Andrew Carnegie Blvd, Charlotte, NC, 28262. His phone number is 704-988-4223. Bryan is a Director, Senior Fixed Income Portfolio Management. for WIM. WIM’s corporate headquarters are located at 730 Third Avenue, New York, NY, 10017, phone 212-490-9000. Educational Background and Business Experience. Bryan joined TIAA Trust (now WIM) in 2011 and focuses on the management of taxable fixed income portfolios for institutions and individuals in addition to contributing to investment strategy and product development. Prior to joining TIAA Trust, he was a Vice President and Senior Portfolio Manager with Evergreen Investments (a subsidiary of Wells Fargo), where he managed several taxable money market mutual funds and numerous separate accounts. Bryan was awarded the Chartered Financial Analyst® designation in 1999. He is a Member of the CFA Society of North Carolina. In addition, Bryan received a B.S. in Finance from Western Kentucky University and an M.A. in Finance from The University of Alabama. Disciplinary Information. Bryan has no history of disciplinary events. 41  Other Business Activities. Bryan is currently not engaged in any business activities outside of WIM. Additional Compensation. Bryan is paid a base salary and bonus. Bonus compensation takes into account a number of factors based on his role with WIM, including the overall performance of strategies he manages, and other goals and responsibilities related to investment management at TIAA. Charles does not receive compensation for providing advisory services from anyone other than his employer. Supervision. The investment discretion exercised by the TIAA WIM Investment Team is principally monitored by APS’s affiliate, WIM, which APS engages to formulate advice for the Program. Senior investment professionals from WIM typically meet monthly to review investment related decisions, policies, and procedures and annually to review the investment strategy work of the TIAA WIM Investment Team. APS exercises oversight as described in the Program’s Disclosure Brochure. Bryan’s supervisor is Jill Richman, Sr. Dir, Portfolio Management, Fixed Income, TIAA Wealth, at 561-379-7430. General inquiries regarding accounts, balances, distributions, or any other account administrative features should be directed to your Advisor. Brochure Supplement Jill Richman August 6, 2025 This Brochure Supplement provides information about Jill Richman, an individual who is on the TIAA WIM Investment Team that has investment discretionary authority over assets enrolled in the Program, subject to APS’s oversight. It supplements the attached Disclosure Brochure for the Program. You should have received a copy of that Disclosure Brochure. Please call 704.988.1000 if you did not receive a copy of the Program’s Disclosure Brochure or if you have any questions about the contents of this Brochure Supplement. Background. Jill was born in 1968. Her work address is 8192 Native Dancer Road, Palm Beach Gardens, FL. Her phone number is 561-379-4340. Jill is the Senior Director, Fixed Income for WIM. WIM’s corporate headquarters are located at 730 Third Avenue, New York, NY, 10017, phone 212-490-9000. Educational Background and Business Experience. Jill joined TIAA Trust (now WIM) in July 2013 as a Senior Municipal Bond Analyst. Prior to joining TIAA Trust, Jill worked for Wachovia Corporation/Evergreen Investments for 19 years and held a variety of roles, including Senior Vice President, Director of Municipal Research. Jill graduated with a B.S. in Political Science from the State University of New York at Albany, and graduated with a Master’s Degree in Public Finance from New York University’s Graduate School of Public Administration. Disciplinary Information. Jill has no history of disciplinary events. 42  Other Business Activities. Jill serves on the Board of Directors of TIAA Life. Additional Compensation. Jill is paid a base salary and bonus. Bonus compensation takes into account a number of factors based on Jill’s role with WIM, including the overall economic performance of TIAA, the risk adjusted performance of the portfolio strategies, achieving operational and risk standards, delivering ongoing advisory program and process enhancements demonstrated through customer engagement, and the growth of total assets generated by the advisory salesforce. Jill does not receive compensation for providing advisory services from anyone other than his employer. Supervision. The investment discretion exercised by the TIAA WIM Investment Team is principally monitored by APS’s affiliate, WIM, which APS engages to formulate advice for the Program. Senior investment professionals from WIM typically meet monthly to review investment related decisions, policies, and procedures and annually to review the investment strategy work of the TIAA WIM Investment Team. APS exercises oversight as described in the Program’s Disclosure Brochure. Jill’s supervisor is Niladri Mukherjee, Senior Managing Director, Chief Investment Officer, TIAA Wealth, at 212-913-1078. General inquiries regarding accounts, balances, distributions, or any other account administrative features should be directed to your Advisor. Brochure Supplement Charles E. Jeanne, CFA® March 28, 2025 This Brochure Supplement provides information about Charles Jeanne, an individual who is on the TIAA WIM Investment Team that has investment discretionary authority over assets enrolled in the Program, subject to APS’s oversight. It supplements the attached Disclosure Brochure for the Program. You should have received a copy of that Disclosure Brochure. Please call 704.988.1000 if you did not receive a copy of the Program’s Disclosure Brochure or if you have any questions about the contents of this Brochure Supplement. Background. Charles was born in 1965. His work address is 8500 Andrew Carnegie Blvd, Charlotte, NC, 28262. His phone number is 704-988-3175. Charles is a Director, Senior Fixed Income Portfolio Management for WIM. WIM’s corporate headquarters are located at 730 Third Avenue, New York, NY, 10017, phone 212-490-9000. Educational Background and Business Experience. Charles joined TIAA Trust (now WIM) in May 2010 and focuses on the management of municipal bond portfolios for high net-worth clients, in addition to contributing to investment strategy and product development. Prior to joining TIAA Trust, Charles worked for Evergreen Investments (a subsidiary of Wells Fargo) where he managed numerous tax-exempt mutual funds and separate account mandates. Charles was awarded the Chartered Financial Analyst designation in 1998 and completed Moody’s Analytics, Introduction to Public Finance & Financial Analysis of Local Governments in 2009. He is also a member of the National Federation of Municipal Analysts, the Municipal Bond Buyers Conference and the CFA Society of North Carolina. In addition, Chuck received a B.A. from Ohio Wesleyan University. 43  Disciplinary Information. Charles has no history of disciplinary events. Other Business Activities. Charles is currently not engaged in any business activities outside of WIM. Additional Compensation. Charles is paid a base salary and bonus. Bonus compensation takes into account a number of factors based on his role with WIM, including the overall performance of strategies he manages, and other goals and responsibilities related to investment management at TIAA. Charles does not receive compensation for providing advisory services from anyone other than his employer. Supervision. The investment discretion exercised by the TIAA WIM Investment Team is principally monitored by APS’s affiliate, WIM, which APS engages to formulate advice for the Program. Senior investment professionals from WIM typically meet monthly to review investment related decisions, policies, and procedures and annually to review the investment strategy work of the TIAA WIM Investment Team. APS exercises oversight as described in the Program’s Disclosure Brochure. Charles supervisor is Jill Richman, Sr. Dir, Portfolio Management, Fixed Income, TIAA Wealth, at 561-379-7430. General inquiries regarding accounts, balances, distributions, or any other account administrative features should be directed to your Advisor. Brochure Supplement Mairaj Elahi, CFA® August 6, 2025 This Brochure Supplement provides information about Mairaj Elahi, an individual who is on the TIAA WIM Investment Team that has investment discretionary authority over assets enrolled in the Program, subject to APS’s oversight. It supplements the attached Disclosure Brochure for the Program. You should have received a copy of that Disclosure Brochure. Please call 704.988.1000 if you did not receive a copy of the Program’s Disclosure Brochure or if you have any questions about the contents of this Brochure Supplement. Background. Mairaj was born in 1992. His work address is 8500 Andrew Carnegie Blvd, Charlotte NC 28269. His phone number is 980-369-0668. Mairaj is the Fixed Income Strategist for WIM. WIM’s corporate headquarters are located at 730 Third Avenue, New York, NY, 10017, phone 212-490-9000. Educational Background and Business Experience. Mairaj joined TIAA Trust (now WIM) in April 2019 and currently serves as a Fixed Income Strategist. Prior to joining TIAA Trust, he held various roles at Stephens Inc, Regions Bank, and First Commonwealth Bank, where he focused on credit research, corporate banking, and investment banking activities. Mairaj holds a Bachelor of Science in Finance from Slippery Rock University of Pennsylvania and is a Chartered Financial Analyst (CFA) charterholder. Disciplinary Information. Mairaj has no history of disciplinary events. 44  Other Business Activities. Mairaj is currently engaged in no other business activities outside of WIM. Additional Compensation. Mairaj is paid a base salary and bonus. Bonus compensation takes into account a number of factors based on Mairaj’s role with WIM, including the overall economic performance of TIAA, the risk adjusted performance of the portfolio strategies, achieving operational and risk standards, delivering ongoing advisory program and process enhancements demonstrated through customer engagement, and the growth of total assets generated by the advisory salesforce. Mairaj does not receive compensation for providing advisory services from anyone other than his employer. Supervision. The investment discretion exercised by the TIAA WIM Investment Team is principally monitored by APS’s affiliate, WIM, which APS engages to formulate advice for the Program. Senior investment professionals from WIM typically meet monthly to review investment related decisions, policies, and procedures and annually to review the investment strategy work of the TIAA WIM Investment Team. APS exercises oversight as described in the Program’s Disclosure Brochure. Mairaj’s supervisor is Jill Richman, Sr. Director of Fixed Income Portfolio Management, TIAA Wealth, at 561.379.7430. General inquiries regarding accounts, balances, distributions, or any other account administrative features should be directed to your Advisor. Brochure Supplement Ryan Miller July 25, 2025 This Brochure Supplement provides information about Ryan Miller, an individual who is on the TIAA WIM Investment Team that has investment discretionary authority over assets enrolled in the Program, subject to APS’s oversight. It supplements the attached Disclosure Brochure for the Program. You should have received a copy of that Disclosure Brochure. Please call 704.988.1000 if you did not receive a copy of the Program’s Disclosure Brochure or if you have any questions about the contents of this Brochure Supplement. Background. Ryan was born in 1980. His work address is 8500 Andrew Carnegie Blvd, Charlotte, NC 28262. His phone number is 704.988.8222. Ryan is a Director in Fixed Income Portfolio Management for WIM. WIM’s corporate headquarters are located at 730 Third Avenue, New York, NY, 10017, phone 212-490-9000. Educational Background and Business Experience. Ryan joined TIAA Trust (now WIM) in November 2007 as a Fixed Income Portfolio Manager. Prior to joining TIAA Trust, Ryan worked for Sovereign Advisers, LLC for 4 years, serving in the role of tax-exempt fixed income trader. Ryan graduated with a B.S. in Finance from the University of Wyoming and received his Chartered Financial Analyst designation in 2010. Disciplinary Information. Ryan has no history of disciplinary events. Other Business Activities. Ryan is currently engaged in no other business activities outside of WIM. 45  Additional Compensation. Ryan is paid a base salary and bonus. Bonus compensation takes into account a number of factors based on Ryan’s role with WIM, including the overall economic performance of TIAA, the risk adjusted performance of the portfolio strategies, achieving operational and risk standards, delivering ongoing advisory program and process enhancements demonstrated through customer engagement, and the growth of total assets generated by the advisory salesforce. Ryan does not receive compensation for providing advisory services from anyone other than his employer. Supervision. The investment discretion exercised by the TIAA WIM Investment Team is principally monitored by APS’s affiliate, WIM, which APS engages to formulate advice for the Program. Senior investment professionals from WIM typically meet monthly to review investment related decisions, policies, and procedures and annually to review the investment strategy work of the TIAA WIM Investment Team. APS exercises oversight as described in the Program’s Disclosure Brochure. Ryan’s supervisor is Jill Richman, Sr Director of Fixed Income Portfolio Management, TIAA Wealth, at 561.379.7430. General inquiries regarding accounts, balances, distributions, or any other account administrative features should be directed to your Advisor. Brochure Supplement Robert R. Marshall August 6, 2025 This Brochure Supplement provides information about Robert R. Marshall, an individual who is on the TIAA WIM Investment Team that has investment discretionary authority over assets enrolled in the Program, subject to APS’s oversight. It supplements the attached Disclosure Brochure for the Program. You should have received a copy of that Disclosure Brochure. Please call 704.988.1000 if you did not receive a copy of the Program’s Disclosure Brochure or if you have any questions about the contents of this Brochure Supplement. Background. Robert R. Marshall was born in 1961. His work address is 8500 Andrew Carnegie Blvd., Charlotte, NC. His phone number is 704-988-7871. Robert is the Managing Director, Portfolio Management, Equities for WIM. WIM’s corporate headquarters are located at 730 Third Avenue, New York, NY, 10017, phone 212-490-9000. Educational Background and Business Experience. Robert joined TIAA Trust (now WIM) in March 2014 as an Equity Portfolio Manager. Prior to joining TIAA Trust, he spent 10 years as a Co-Portfolio Manager/Senior Equity Analyst on the Raymond James/Eagle Asset Management’s Large Cap Core equity product with responsibility for the Technology space. Prior to that, Rob spent 10 years as the Senior Equity Analyst (sell-side) covering the housing/building materials sector for Wachovia Securities. Robert holds a Master’s of Business Administration from Santa Clara University Graduate School of Business and a Bachelor’s of Art in Economics from the University of Virginia. Disciplinary Information. Robert has no history of disciplinary events. 46  Other Business Activities. Robert is not engaged in other business activities outside of WIM. Additional Compensation. Robert is paid a base salary and bonus. Bonus compensation takes into account a number of factors based on Robert’s role with WIM, including the overall economic performance of TIAA, the risk adjusted performance of the portfolio strategies, achieving operational and risk standards, delivering ongoing advisory program and process enhancements demonstrated through customer engagement, and the growth of total assets generated by the advisory salesforce. Robert does not receive compensation for providing advisory services from anyone other than his employer. Supervision. The investment discretion exercised by the TIAA WIM Investment Team is principally monitored by APS’s affiliate, WIM, which APS engages to formulate advice for the Program. Senior investment professionals from WIM typically meet monthly to review investment related decisions, policies, and procedures and annually to review the investment strategy work of the TIAA WIM Investment Team. APS exercises oversight as described in the Program’s Disclosure Brochure. Robert’s supervisor is Niladri Mukherjee, Senior Managing Director, Chief Investment Officer, TIAA Wealth, at 212-913-1078. General inquiries regarding accounts, balances, distributions, or any other account administrative features should be directed to your Advisor. 47 

Advice & Planning Services TIAA Personal Portfolio Wrap Fee Program Disclosure Brochure Form ADV Part 2A 730 Third Avenue New York, NY 10017 212-490-9000 www.tiaa.org January 1, 2026 This wrap fee program disclosure brochure (“Disclosure Brochure”) provides information about the qualifications and business practices of Advice & Planning Services, a division of TIAA-CREF Individual & Institutional Services, LLC relating to the TIAA Personal Portfolio Wrap Fee Program (the “Program”). If you have any questions about the contents of this Disclosure Brochure, please contact us at 212-490-9000. The information in this Disclosure Brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority. Registration with the SEC as an investment adviser does not imply a certain level of skill or training. Additional information about Advice & Planning Services is also available on the SEC’s website at www.adviserinfo.sec.gov.  Item 2 – Material Changes A summary of the material changes made to the TIAA Personal Portfolio Wrap Fee Disclosure Brochure will be published in a separate document that will be distributed to clients who received the previous version of the Disclosure Brochure. 2  Item 3 – Table of Contents Item 2 – Material Changes ..................................................................................................................................... 2 Item 3 – Table of Contents .................................................................................................................................... 3 Item 4 – Services, Fees and Compensation ........................................................................................................... 4 The TIAA Personal Portfolio Program .......................................................................................................... 4 Scope of Services and Applicable Standards ................................................................................................. 5 Program Investment Management Services .................................................................................................. 8 Program Costs ............................................................................................................................................. 19 Additional Information About the Program................................................................................................. 21 Compensation of WMAs, WAs, and other TC Services Representatives. ...................................................... 22 Item 5 – Account Requirements and Types of Clients ........................................................................................ 26 Deposits and Withdrawals ........................................................................................................................... 26 Termination ................................................................................................................................................. 27 Types of Clients ........................................................................................................................................... 27 Program Closed to New Accounts ............................................................................................................... 27 Item 6 – Portfolio Management Selection and Evaluation ................................................................................... 27 Investing Styles ........................................................................................................................................... 28 Description of Investing Styles........................................................................................................................ 28 Investing Styles and Affiliated Funds. ............................................................................................................ 29 Review of Third-Party Service Providers and Sources of Investment Advice ............................................ 29 Methods of Analysis, Investment Strategies, and Risk of Loss ................................................................... 30 Risks of Investing in the Program ............................................................................................................... 33 Investment Risks ............................................................................................................................................. 33 Performance-based Fees and Side by Side Management............................................................................. 35 Voting Client Securities............................................................................................................................... 36 Other Advisory Services .............................................................................................................................. 36 Item 7 – Client Information Provided to Portfolio Managers .............................................................................. 37 Item 8 – Client Contact with Portfolio Managers ................................................................................................ 37 Item 9 – Additional Information .......................................................................................................................... 38 Disciplinary Information and Information about Other Financial Industry Activities and Affiliations ...... 38 Review of Accounts .................................................................................................................................... 40 Client Referrals and Other Compensation ................................................................................................... 41 Financial Information .................................................................................................................................. 41 Item 10 – Requirements for State Registered Advisers ....................................................................................... 42 Biographies of WIM Investment Management Personnel ................................................................................... 43 3  Item 4 – Services, Fees and Compensation 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 Wealth Investment Management LLC (“WIM” or “Sub-Adviser”), effective January 1, 2026, an affiliated SEC registered investment adviser wholly owned by TIAA, whereby WIM personnel formulate the investment advice for the Program. 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. 4  • 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 Wealth Advisors (“WAs”), when you need help along the way. WAs also can 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, also can make these recommendations, but do not typically assist with servicing the Program accounts. The WAs 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 also may 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 us at 855-728-8422 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 5  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 IRAs or employer sponsored retirement plans (“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 roll over or transfer assets into or from an IRA or an employer retirement plan subject to ERISA (together, “Covered Recommendations”) are also subject to a fiduciary duty under the IRC and ERISA, respectively. When we make Covered Recommendations to you, we are fiduciaries within the meaning of Title I of ERISA and/or the IRC, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests when we make Covered Recommendations, so we must operate under an impartial conduct standard and internal policies and procedures that require us to act in your best interest and not put our interests ahead of yours. Certain Plans (like governmental plans) are not covered by ERISA; however, our internal policies and procedures require us to adhere to the same fiduciary standard when we provide Covered Recommendations on non-ERISA Plan assets. Broker-Dealer Services Provided Outside of the Program. TC Services also provides broker-dealer services through its Advisors and 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 also must 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 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. 6  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 require 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. 7  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. • 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 annuities; • We recommend you open, contribute to, or enroll in a brokerage account, self-directed IRA or variable annuity, TIAA Plan including consolidating assets via an IRA, or plan rollover or transfer; or • You enroll in the TIAA Portfolio Advisor or TIAA Personal Portfolio (closed to new investors) wrap fee programs, the Private Asset Management managed account program (together the “TIAA Managed Accounts”), or other managed account services and we manage your account on an ongoing basis. • We recommend you create a lifetime income stream by annuitizing affiliated annuity holdings at TIAA. • We recommend that you open, contribute to, or consolidate assets into a TIAA Managed Account. * As stated before 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 these investment recommendations 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 them to meet a fiduciary standard when making investment recommendations. We also offer broker-dealer educational services through TIAA and client facing financial professionals 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-adviser, are used to 8  manage Program accounts. APS has hired WIM as sub-adviser 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’s 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 Item 4. 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, BNY 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 WIM if not for this limitation imposed by APS. The Program seeks to mitigate this conflict by disclosing it to you. APS’s managed account service, Private Asset Management (“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 thirty (30) days’ advance written notice of any such expansion to the Program. 9  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’s 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, approximately 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. 10  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. 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 WIM) at its discretion and without notice to you. Other Managed Account Programs. APS offers other managed account programs, such as the Portfolio Advisor and PAM programs (together with the Program, the “TIAA Managed Accounts”), 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 contact an Advisor to discuss more information about the other TIAA 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. 11  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 WAs 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 also are 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 us at 855-728-8422. 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 WAs 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. 12  Additionally, if you contribute bonds to your Program account you must provide prompt 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 (the type of strategy you would receive in the Program account based on your 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 WIM, 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 assessed 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 also could 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 13  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 us at 855-728-8422 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 also will 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. 14  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, N.A. (“TIAA Trust”), an affiliated national trust bank company wholly owned by TIAA, 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 and allows 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 15  administrative services to those Affiliated Funds, see “Use of Affiliated Funds and Two Levels of Fees” in this Item 4. 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 TIAA Managed Account programs (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 TIAA 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. Fractional Shares. TC Services may make available fractional share trading in the Program but is under no obligation to utilize fractional share trading and may discontinue fractional share trading at any time. TC Services or WIM, in their sole discretion, may elect to not utilize fractional share orders when executing certain trades, typically larger trades that need to be executed in multiple tranches (see Item 4 under “Trade Order Aggregation and Randomization”). Fractional share orders will need to be combined with shares held by TC Services or its clearing broker to create a whole share to be routed for execution. TC Services or its clearing broker will be trading alongside 16  fractional share trades to facilitate fractional share trade orders, and fractional share trade orders will be executed in a mixed capacity of both principal and agency. The fractional share portion of trades will be treated in the same manner as the whole share portion of trades. There could be a delay in execution of such orders where TC Services or its clearing broker do not own certain shares. Dividends are paid on fractional share positions in an amount proportionate to the fractional interest. Upon termination of a Client account, fractional share positions will be sold and the proceeds placed in the sweep option. Sweep Vehicle. Cash balances held in your Program account are invested in a sweep vehicle option offered by TIAA Brokerage Services’ sweep program and as provided in the Program’s Account Application (the “Application”). Currently, the sweep vehicle offered is the EverBank sweep product (“Bank Sweep”). 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 removing available sweep vehicle options. Your Advisor provides information, but not advice, when educating you on any sweep vehicle options. TIAA retains a non-controlling interest in EverBank. TIAA maintains an equity ownership in EverBank, of which less than 10% is a voting ownership interest, and controls a board seat, in addition to an economic interest. This creates a conflict of interest because TIAA (our parent) has an economic interest in EverBank in addition to the compensation we and our affiliates earn when we refer clients to EverBank or recommend brokerage accounts and TIAA IRAs that utilize the EverBank cash sweep options or deposits within the accounts. Further, EverBank is not obligated to pay clients the same rate it apays its other customers, and the interest rate paid to clients may be lower than that paid to other bank customers based on the terms of service being offered. When utilizing the Bank Sweep, cash balances in your Program account, up to a maximum deposit amount (currently $248,500), are swept into an omnibus deposit account at EverBank. EverBank is a national bank. See the Bank Sweep terms and conditions for more information available at https://www.tiaa.org/public/pdf/Bank_Sweep_TC.pdf. In the event a Program account using the Bank Sweep 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 receive deposits. See the LIDs terms and conditions for more information available at https://www.tiaa.org/public/pdf/m/managedaccounts_lids_termsconditions.pdf. 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 benefits 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 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 17  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 Item 4 under “Rebalancing.” 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 855-728-8422. 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 roll over 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. 18  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. Contact 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 thirty (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 19  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 20  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, WIM, as well as a third-party provider to help formulate the advice provided through the Program. WIM also handles the purchase and sale of securities for Program accounts. APS has entered into an agreement with WIM for these services and pays WIM an annual rate of [6.25] basis points based upon the amount of Program assets advised by WIM. WIM 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 21  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, WAs, and other TC Services Representatives. WMAs, WAs, and other TIAA representatives (collectively, “Financial Professionals”), in addition to Portfolio Managers (as defined below) will receive compensation as a result of assisting you. Their compensation is comprised of a salary and discretionary variable bonus (“bonus compensation”). The size of the bonus compensation is based on a number of factors, including quantitative and qualitative performance criteria, the performance of TIAA and its affiliates, including TC Services, and the individual performance of the Financial Professional and/or PM (and in some cases on team performance). The metrics used to assess the individual performance of our Financial Professionals and PMs vary by role. When the compensation differs based on which product or service is recommended for clients, this presents a material conflict of interest. All Financial Professionals and PMs have an incentive to recommend products and services, available through TIAA that increase his or her compensation and the compensation to TIAA and its affiliates, including TC Services. We address this conflict by disclosing it to you and by requiring that recommendations to open, contribute or consolidate assets into TIAA products and services are assessed, in accordance with the applicable regulatory standard, to determine whether they are appropriate for clients’ financial needs. Additionally, recommendations (if the Plan allows) of how to allocate current investments in Plans at TIAA along with future contributions as well as mutual funds and annuities from TIAA affiliates available through the IRAs are made by an independent third party. Compensation of Portfolio Managers (“PMs”). If we provide investment management services to you, the PM assigned to a PAM account is paid a salary and is eligible for an annual discretionary variable bonus from TIAA, which is part of a firm-wide bonus pool. The size of the bonus is based on the performance of TIAA, its affiliates, as well as the individual performance of the PM. The metrics applied to assess individual performance include both quantitative and qualitative factors. Quantitative factors include the ability of the PM to retain accounts within TC Services and account performance relative to internally developed benchmarks. Other factors, such as work quality, good client experience, and upholding TIAA’s core values round out the qualitative factors. 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. 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. TIAA pays WMAs the same bonus compensation for implementing asset allocation advice for plans and IRAs as it does for clients who have enrolled in asset rebalancing services in Plans. 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, in recent past years, 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 Book Award, Sales, Goals or behavioral measures. TIAA in its discretion can reduce the final determination of award 22  amounts for other reasons, such as failure to comply with company policies. Below is more detail for the three components of WMAs’ bonus compensation. Book Award: WMAs receive variable bonus compensation for assets held in the following types of client accounts: Individual retirement accounts administered by TIAA (including brokerage window accounts), • Plans (including deferred or immediate annuities, and brokerage window accounts), • Discretionary managed 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, self-directed brokerage, life insurance, long-term care insurance, 529 plans, or third-party referral products and services (unless otherwise noted) are not included in the Book Award. WMAs will only receive Book Award credit for client accounts that meet the following initial “activation” circumstances: Within the last 24 months i) transferring at least $1,000 of new assets to TIAA based on a recommendation or referral from a TIAA Advisor (the transfer can be to a plan or a non-plan product); ii) partially or fully implementing allocation recommendations for plan, TIAA IRA, IS IRA, or ATRA assets provided by TC Services ; iii) enrollment in certain discretionary plan asset rebalancing services or TIAA RetirePlus; iv) opening a discretionary managed account (generally limited to accounts in the PA or PAM programs); or v) creating a lifetime income stream through annuitized assets at TIAA based on a recommendation delivered by the WMA. In addition, Advisors can continue to keep clients activated, or reactivate clients, through financial planning activities, including the delivery of a Life Goals Analysis or Personal Financial Plan, or through a Financial Goals Review s. These activation triggers create conflicts because WMAs and TC Services have an incentive for you to enroll in managed accounts, Plan asset rebalancing services and TIAA RetirePlus, to partially or fully implement Plan asset allocation recommendations for Plans, TIAA IRA, IS IRA, or ATRA, to recommend creating a lifetime income stream through annuitization of Plans, TIAA IRA, IS IRA or ATRA assets, and to transfer new assets to TIAA, and for you to continue to engage through TC Service-sponsored financial planning activities. The Book Award also creates a conflict as WMAs are rewarded for the growth and retention of assets at TC Services. WMAs and TC Services 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 asset rebalancing services and TIAA RetirePlus. TIAA receives ongoing compensation for a client’s participation in Plan asset rebalancing services and TIAA 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 WMA sales into TIAA (i.e., Sales). WMAs are only compensated when the source of the funds is external to TIAA, except that WMAs are compensated when funds held in a self-directed 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. Depending on the WMA’s role and tenure at TIAA, certain WMAs are paid directly on Sales, whereas for other WMAs, Sales are counted towards the assets and rate for the Book Award. The WMA’s compensation does not vary based on the account type or product. Sales associated with banking, annuitization/life-time income, self-directed brokerage assets, mutual funds, insurance referrals and third-party referral products and services (unless otherwise noted) 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 or managed by TIAA affiliates (including 529 plans for which an affiliate of TIAA acts as a program manager) and an incentive to recommend that clients retain assets at TIAA. WMAs also have an incentive to recommend that clients 23  transfer in and maintain assets in managed accounts over self-directed brokerage accounts. Goals: In addition to the Book Award and Sales, WMAs also receive variable compensation based on quantitative 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 referrals to affiliates and third parties, and rewards WMAs for successful sales, as measured against each WMA’s goal of gathered assets external to TIAA as compared to their peers. 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. 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 and Sales 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 WAs. The criteria to determine the amount of bonus compensation for WAs include credit for gathering external assets, engaging with clients and having them retain assets at TIAA, creating a lifetime income stream through annuitization, and referring clients to WMAs or third parties. The WAs are rewarded equally regardless of the type of TIAA Solution utilized for external assets. In addition, WAs are compensated based on the number of times clients: implement recommendations of how to allocate current holdings and future contributions among investment options offered by plans at TIAA (if plan allows), TIAA IRA, IS IRA, or ATRA ; create a lifetime income stream through annuitization; are referred to TIAA affiliates and third parties for life insurance, tuition financing, or EverBank for banking needs, and rollover/ transfer from one TIAA product to another. Each of these activities creates a conflict of interest for the WA. WAs are compensated for delivering reports to clients related to financial planning, investment recommendations of how to allocate current holdings and future contributions among investment options offered by plans at TIAA (if plan allows), IRAs, or ATRA, retirement income strategies and annuity income illustrations as well as discussing certain plan advice services, conducting initial meetings and certain period goal review meetings. 24  Wealth Advisors are also assessed on their service quality, leadership, and teamwork, as well as on their client survey results. The results of these measurements are compared against all other WAs to determine bonus compensation. Compensation of Representatives for Referrals to Wealth Management Advisors and Wealth Advisors. Where appropriate, other client facing representatives associated with TC Services, acting in their capacity as broker-dealer representatives, refer clients with more complex investment needs to WMAs and WAs. 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 WAs. We address this conflict by disclosing it to you and requiring that transactions recommended to purchase our products and services by WMAs and WAs be assessed 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, WAs, 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. Other Payments. In certain instances, Funds (through their investment managers or other affiliated companies) will sponsor educational events and pay expenses of Advisors attending those events. TIAA policies require that the training or educational portion of these events comprise substantially all of the event. 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. TC Services Conferences. TC Services hosts internal business meetings, seminars, and conferences (“Conferences”) for invited TC Services’ Financial Professionals. These Financial Professionals include WMAs and WAs, members of their team (including managers), and employees who provide product, investment, and support functions. The Conferences are organized on either a national or regional level. 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. WAs 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. WIM, which formulates advice for the Program, is an indirectly, wholly owned 25  subsidiary of TIAA. TC Services and its affiliates provide services to, and receive compensation from, the Affiliated Funds advised by Teachers Advisors, LLC, an indirectly, wholly owned subsidiary of TIAA, Nuveen Funds Advisors, LLC and Nuveen Securities, LLC, subsidiaries of Nuveen Investments, Inc., which is itself a wholly owned subsidiary of TIAA, which receive compensation for their investment management services from the Affiliated Funds. Additionally, other TIAA affiliates provide services to certain series of the Affiliated 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 Affiliated Funds. See the Funds’ prospectuses for a description of the compensation. Always consult the Fund prospectus for the most current information. Item 5 – Account Requirements and Types of Clients As noted in this Item 4 under “Program Agreements,” the Program requires you to maintain a brokerage account with TIAA Brokerage Services. Your Program account must contain a minimum of $5,000 in cash or securities and grants APS investment discretion over these assets. The Program may lower this Program account minimum at its discretion, in whole or in part, in connection with promotional campaigns or for any other reason. Additionally, TIAA Brokerage Services may offer pricing discounts, bonus payments, or other account related benefits and incentives to clients for funding existing brokerage accounts enrolled in the Program in connection with promotional campaigns or other reasons. Deposits and Withdrawals As described in Item 4 under “Funding,” should you transfer securities into your Program account, the Program will either include the securities in the program or sell the securities upon receipt and use the proceeds to fund your Program account. Any sale could cause a taxable event to you or trigger contingent deferred sales charges. Additionally, for certain types of securities (such as securities that are not publicly traded, trade over the counter, are not traded on an exchange, are no longer quoted, or are not fully transferred), factors such as limited liquidity and limited pricing transparency and quotations may impact the price obtained when the assets are sold. APS may, however, at its discretion alter the order of how subsequent deposits are invested when required for purposes of meeting fund minimum investment requirements, tax optimization needs, or other purposes consistent with your model portfolio. You may establish automatic monthly or quarterly withdrawals. In such cases, securities held in your Program account will be sold as needed to fund the withdrawals, which may be a taxable event for you. Upon receipt of a deposit or withdrawal request through the Site in good order, you will receive, with regards to mutual funds, the net asset values or price next available pursuant to the respective mutual funds’ prospectus. With regards to ETFs, the Program generally will trade these shares once a day, and you will receive the price available in the marketplace at that time. A request is considered in good order when TC Services possesses all information necessary to process the transaction. Such information includes the amount of the withdrawal, the distribution method requested, and any form required to facilitate the distribution. This may result in a delay in the placement of certain trades and settlement of such trades depending upon the availability of your funds and accompanying information. The Program may withhold from any withdrawal an amount equal to any tax required by law. The Program will hold proceeds from dividends and interest payments in cash and will rebalance material excess cash into positions that are underweighted in your Program account. The Program also generally will direct mutual fund capital gains distributions to cash and will rebalance material excess cash into positions that are underweighted in your Program account. 26  Termination You may terminate your participation in the Program at any time upon notice to APS through an Advisor. APS may terminate your enrollment in the Program at any time effective upon providing electronic written notice to you. APS specifically reserves the right to immediately terminate your participation in the Program should (i) your balance fall below the Program’s minimum balance of $5,000 due to your initiated withdrawals; or (ii) should APS determine that the Program is no longer appropriate for you. APS also immediately will terminate your participation in the Program should you change residency to a non-US address or to certain US territories. Upon termination from the Program, APS will cease managing your Program account and collect any fees due for investment management services provided through the date of termination. You, thereafter, must direct the Program to transfer assets out of your Program account within thirty (30) days by contacting us at 855-728- 8422. Once your directions to transfer assets are received, the transfer may take thirty (30) days or more to occur. Should you fail to direct such transfer, APS will, at its discretion and within a reasonable timeframe, either transfer the assets to a separate self-directed TIAA Brokerage Services brokerage account registered identically to the Program account, containing the same securities as the Program account and subject to the standard brokerage account transaction fee schedule, or in the alternative, redeem the assets and mail a check for the proceeds to you. Such redemptions may result in a taxable event to you. APS’ decision to transfer your assets into a separate, self-directed TIAA Brokerage Services account instead of redeeming them and mailing a check to you creates a conflict of interest because it allows APS to keep the funds within TIAA products and investments, including Affiliated Funds and the EverBank Bank Sweep, for which it earns compensation and within other third-party investments for which TC Services may earn compensation. APS seeks to mitigate this conflict by disclosing it to you and by providing you with notification and the option to direct a transfer or liquidation of your assets. Any liquidations resulting from your instruction to terminate and liquidate your Program account may not occur on the same day the instruction is received. Extreme market volatility and in process trades could impact this timing. The Program may invest in certain mutual fund share classes or other securities that cannot be held outside of the Program, and these would need to be exchanged or sold upon termination from the Program, which may be a taxable event if you are not investing through an IRA. Types of Clients The Program’s clients primarily consist of individuals who have a pre-existing relationship with TIAA, often through their participation within a TIAA-administered, employer-sponsored retirement plan, such as a 403(b) plan. However, the Program’s clients also include individuals without a pre-existing relationship. Program Closed to New Accounts As of May 15, 2020, the Program no longer opens new Program accounts, including any new accounts for existing clients or for any registration changes. Item 6 – Portfolio Management Selection and Evaluation The specific asset allocation and Funds selected for your Program account are based solely on the information you provide through the Site in connection with your Program account, including preferences for an Investing Style, as described herein. 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. 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 27  with online retirement tools. 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, nor does it monitor assets you hold outside of the Program. The Program may include additional preferences from time to time with notice to you of any material modifications. The Funds that APS uses to construct your Program account will be available in your Program account statement and account information on the Site, but are subject to change at any time. You may impose reasonable restrictions (also referred to as “personalizations”) on your Program account as described in Item 4 under “Investment Restrictions.” Investing Styles The Program is designed to allow you to express a preference for certain Investing Styles. The Investing Styles may be modified or eliminated from time to time with notice to you of any material modifications. The Investing Style you select informs the model portfolio used for your Program account. You may only select one of these Investing Styles. You may change your Investing Style at any time through the Site, but you should consider the possibility that certain changes would require the sale of assets that could trigger a taxable event to you. You should consult with a tax advisor. Neither APS nor the Advisors provide tax advice. APS has an incentive to encourage you to pick an Investing Style that results in a larger allocation to Affiliated Funds than other Investing Styles. This presents a conflict of interest that we mitigate through equitable presentation of the Investing Styles on the Site. The current Investing Styles available through the Program and additional information about the impact of these Investing Styles on the allocation to Affiliated Funds are set forth herein. Regardless of whether you have selected an active or passive preference, APS, at its sole discretion, nevertheless may use a combination of active or passive fund investments, based on market conditions and other factors that could impact the performance of the applicable model portfolios. Description of Investing Styles • Basic Portfolio: You may specify a preference for a model portfolio consisting of mostly passive Fund managers that attempt to match the performance and risk of the market while focusing on minimizing investment expenses (“Passive Fund Managers”). Passive Fund Managers typically seek to replicate market returns and risk of an index. Your preference for Passive Fund Managers generally will result in a model portfolio consisting of predominantly (or exclusively) Passive Fund Managers. • Insight Portfolio: You may specify a preference for a model portfolio consisting of mostly actively managed Funds in an attempt to deliver better (either in terms of higher returns and/or reduced risk) performance than the market in general. Active Fund managers typically research individual securities in an attempt to beat the performance of the manager’s stated market benchmark. There is no guarantee that active Fund managers will be able to deliver returns that are higher than those of the market, even if they have done so in the past. Your preference for a model portfolio consisting of active Fund managers generally will result in a model portfolio consisting of predominantly (or exclusively) active Fund managers. Because actively managed funds are not selected for the Program based on the Fund’s expense ratio (as noted in this Item 6 under “Portfolio Construction”) and typically have higher expense ratios than passive funds, the Insight Investing Style will result in your portfolio consisting of funds with higher expense ratios than the Basic Investing Style. • Impact Portfolio: You may specify a preference for a model portfolio consisting mostly of active 28  managers that are focused on investing in socially responsible companies (i.e., those that seek to promote broader economic development, positive social outcomes, and a healthier environment). Fund managers that consider social factors may not be available for all asset classes in the model portfolio and typically invest in a more limited set of companies than other Fund managers, which may have a positive or negative impact on their relative performance. Because actively managed funds are not selected for the Program based on the Fund’s expense ratio (as noted in this Item 6 under “Portfolio Construction”) and typically have higher expense ratios than passive funds, the Impact Investing Style will result in your portfolio consisting of funds with higher expense ratios than the Basic Investing Style. In addition, because the Nuveen family of Funds sponsors and manages mutual funds with socially responsible investment mandates, Affiliated Funds may be selected for your portfolio when you choose the Impact Investing Style. For a description of the conflict of interest arising from use of Affiliated Funds in Program accounts, see “Use of Affiliated Funds and Two Levels of Fees” in Item 4 and “Investing Styles and Affiliated Funds” in this Item 6. Investing Styles and Affiliated Funds. As described in Item 4, if you select the Basic Investing Style your Program account will be invested in Affiliated Funds. If you select the Insight Investing Style or Impact Investing Style your Program account will not be invested in Affiliated Funds at this time but may be invested in Affiliated Funds at a future date without notice to you. On or about the date of this Disclosure Brochure, the amount targeted to be invested in Affiliated Funds in the Basic Investing Style model portfolios ranges between approximately 21% and 61% of the composition of these model portfolios. Where your particular Program account falls within the range depends on your risk level and investment timeframe. These ranges are provided for informational purposes only and may be modified from time to time without notice to you at APS’s discretion subject to the Fund selection methodology described in this Item 6 under “Portfolio Construction.” The actual amount of your Program account assets invested in Affiliated Funds will be higher or lower than that of your model for reasons including, without limitation, client directed activity (such as deposits or withdrawals), market action, and operational considerations. Please see your account statements, account information on the Site, or contact a account holdings and your specific percentage allocation to each investment in your Program account, including Affiliated Funds. Review of Third-Party Service Providers and Sources of Investment Advice As described in Item 4 under “Engagement of Service Providers to Formulate Advice,” APS has engaged another entity, WIM, to help formulate the advice provided through the Program. On a quarterly basis, APS reviews the list of Funds selected by WIM. APS also reviews the share class selections made by WIM as needed. APS will replace WIM should it determine that WIM is no longer performing satisfactorily. APS will base any decision to retain or replace WIM on the quality and continued value of its services. APS’s use of an affiliated entity, WIM, presents a conflict of interest for APS because a greater portion of your fee remains within the TIAA family of companies than if APS used a third party to provide these services. APS seeks to address this conflict of interest through disclosure of the conflict in this Disclosure Brochure, and through reviews of WIM’s services. APS’s use of WIM also presents a conflict of interest as WIM could use its discretion to invest your assets in Affiliated Funds that would provide TIAA with greater aggregate revenue than through the use of unaffiliated Funds. To address this conflict, APS compensates WIM without regard to the affiliation of the Funds selected. Moreover, APS imposes no limitations or minimum purchase requirements upon WIM concerning the use of Affiliated Funds. 29  Methods of Analysis, Investment Strategies, and Risk of Loss In providing the Servicing, an Advisor can meet with you to assess whether the Program is in your best interest using the criteria described in Item 4 under “Servicing and the Role of Advisors.” Advisors do not provide advice on how to invest assets within Program account nor manage the assets enrolled in the Program account. Advisors also do not 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. The Program adheres to long-term investing principles to build a model portfolio of diversified holdings for you. As described in Item 4 under “Model-Based Portfolios,” the Program offers a number of model portfolios to meet a range of investor needs. APS has engaged WIM to formulate the model portfolios for the Program subject to APS’ oversight described in this Item 6 under “Review of Third-Party Service Providers and Sources of Investment Advice.” Portfolio Construction. The Program’s advice that is generated by WIM is based upon a long-term investment philosophy analyzed through a combination of quantitative and qualitative investment methodologies. The advice is generated in three stages: (i) the creation of strategic asset allocations, (ii) the selection of Funds eligible for use in the Program’s models (“Reference List Investments”), and (iii) the integration of Reference List Investments into the Program’s model portfolios. Creation of Strategic Asset Allocations: WIM establishes and updates strategic asset allocations for the Program following a similar process that WIM uses for the TIAA Managed Accounts and other affiliates. The process starts with capital market assumptions and corresponding asset allocations from the Allocation Provider. These assumptions and allocations are then quantitatively and qualitatively analyzed to determine the set of allocations that WIM believes best align to the available risk levels and Investing Styles. WIM generally uses the asset classes assigned by the Allocation Provider available in the Program, but WIM can choose to include or exclude certain asset classes at its discretion and has an incentive to select asset class categories represented by Affiliated Funds. For a description of the conflict of interest arising from use of Affiliated Funds in Program accounts, see “Use of Affiliated Funds and Two Levels of Fees” in Item 4. Senior investment professionals from WIM are responsible for approving the asset allocations for use in the Program. While APS does not independently approve these asset allocations, it meets periodically with a designee of WIM to review them. APS also reviews the asset allocation models for consistency with WIM’s policies and procedures. Selection of Reference List Investments: WIM chooses the Reference List Investments from the Universe defined in Item 4 under “Portfolio Investments” that can be used for each asset class targeted for a strategic asset allocation. Only Funds that represent each of those asset classes are eligible for evaluation. While WIM generally accepts the asset class categories designated by the Allocation Provider, it can adjust the categorization from time to time to exclude a Fund from or include a Fund in the asset class, at its discretion. This could potentially result in an Affiliated Fund comparing more (or less) favorably to the other Funds being considered as Reference List Investments for that asset class. For a description of the conflict of interest arising from use of Affiliated Funds in Program accounts, see “Use of Affiliated Funds and Two Levels of Fees” in Item 4. The selection methodology used to determine whether a Fund becomes a Reference List Investment differs based on whether the Fund is actively managed or managed using passive investment strategies (i.e., index funds) (“passively managed”). Actively Managed Funds: When initiating a search for an actively managed Fund to comprise an asset class, WIM applies a proprietary quantitative approach to identify a subset of Funds for further evaluation and then applies qualitative criteria to select amongst the narrowed list of Funds. The proprietary quantitative scoring 30  system analyzes a variety of factors to identify Funds that have historically performed well versus their peers in falling markets, rising markets, or both for the asset class. Past performance does not guarantee future results. Actively managed Funds that have at least a 36-month manager tenure and rank within the top two quintiles (i.e., the top 40%) when the proprietary quantitative scoring system is applied are eligible for further evaluation on the basis of various qualitative factors. The qualitative factors include, but are not limited to, organizational stability, the quality of investment personnel, investment and risk management processes, capacity, regulatory compliance profile, and other analytical criteria. The Fund’s expense ratio does not influence the selection of actively managed Funds for use as Reference List Investments. When an actively managed Fund becomes a Reference List Investment, WIM monitors it in accordance with its long-term investment philosophy. Actively managed Reference List Investments are periodically reviewed for use based on the Funds’ ongoing performance and the continued support of qualitative factors. These Funds will be removed if they fail to perform against the benchmark over an extended time period and/or fail to be supportable by qualitative factors. Funds slated for removal as Reference List Investments will be removed from model portfolios when operationally feasible at the discretion of APS and WIM (as further described in this Item 6 under “Inclusion of Reference List Investment in the Model Portfolios”). Whenever a Reference List Investment requires replacement, a search will be initiated for a new Fund in the asset class using a different quantitative approach than described above. Actively managed Funds that have at least a 36-month manager tenure and a significance level of the Fund’s excess return greater than 60% when the quantitative approach is applied are eligible for further evaluation on the basis of the qualitative factors described above (“Statistical Quantitative Screen”). In addition, approximately every four years from a Fund’s selection as a Reference List Investment, it is evaluated for continued use against other actively managed Funds in the same asset class using the Statistical Quantitative Screen. The Statistical Quantitative Screen will be applied until all of the Funds included as Reference List Investments have been replaced or retained using it. Passively Managed Funds: When initiating a search for a passively managed Fund to comprise an asset class, WIM conducts a quantitative assessment of the accuracy with which the Fund replicates the performance of the benchmark index assigned to the asset class over the most recent 2-year period. While WIM generally accepts the benchmark index of that Fund, as determined by the Allocation Provider or the Fund prospectus, it can adjust the assigned benchmark index from time to time, at its discretion, and has an incentive to select as the benchmark the index tracked by its Affiliated Funds. For a description of the conflict of interest arising from use of Affiliated Funds in Program accounts, see “Use of Affiliated Funds and Two Levels of Fees” in Item 4. Among the passively managed Funds that meet the minimum quantitative replication criteria and liquidity thresholds (as determined by WIM at its discretion), WIM selects the Fund with the lowest expense ratio, unless such Fund is disqualified on the basis of qualitative factors, in which case the next lowest expense ratio Fund will be selected. Those qualitative factors include, but are not limited to, considerations of the Fund’s tax efficiency, securities lending practices, business and regulatory concerns associated with the Fund provider, fair value pricing for mutual funds, and historic premium or discount to net asset value for ETFs. For IRAs, the determination of “lowest expense ratio” will not take into consideration the Affiliated Fund fee credit described in Item 4 under “Affiliated Fund Fee Credit – for IRAs.” The Program also will not select a separate Reference List Investment for its tax-exempt accounts than for it taxable accounts. When a passively managed Fund becomes a Reference List Investment, WIM periodically reviews it to reconfirm that it meets the minimum quantitative replication criteria and liquidity thresholds and is still the lowest cost passively managed Fund that is not disqualified on the basis of qualitative factors. Should a Fund fall below the minimum quantitative replication criteria and liquidity thresholds or no longer be the lowest cost in its asset class, it may be removed as a Reference List Investment and replaced, through a search initiated for the asset class in the same manner as described herein. Funds slated for removal as Reference List Investments 31  may be removed from model portfolios when operationally feasible at the discretion of APS and WIM (as further described in this Item 6 under “Inclusion of Reference List Investment in the Model Portfolios”). Oversight of Reference List Investments: Additions to and removals from the Reference List Investments are reviewed and approved by senior investment professionals from WIM. The quantitative and qualitative criteria for adding and removing Funds from Reference List Investments and any required exceptions to the process outlined here are also approved by senior investment professionals from WIM, annually and upon material changes. APS also reviews updates to the Reference List Investments. APS conducts a review of the Funds recommended by WIM quarterly. There are other funds and strategies approved by senior investment professionals from WIM for use by affiliates and their clients that are not included as Reference List Investments to the Program. Inclusion of Reference List Investments in the Model Portfolios: A team of portfolio managers at WIM (the “portfolio construction team”) selects the combination of Reference List Investments that, in its view, balances the risk levels and Investing Styles of the Program. Clients with the same risk level, Investing Style, and account type will receive the same combination of Funds (unless a client decides to request reasonable restrictions or other modifications to the management of their Program account, as described in Item 4 under “Investment Restrictions”). The initial selection of Reference List Investments used to construct the model portfolios is based on a review of the strategic allocation associated with each Investing Style and selection of Funds from the Reference List Investments. The initial selection is based on the WIM investment management team’s judgment of how different combinations of Funds can achieve exposure to each asset class targeted for a strategic asset allocation, while also limiting the correlation among the investments and also meeting the Investing Styles for mostly active, mostly passive, and mostly social Funds. An assessment is made periodically to determine whether the Funds in the model portfolios should continue to be used or replaced by other Reference List Investments. In selecting Funds to complete the model for each Investing Style, the portfolio management team is directed to consider the same factors when selecting Affiliated Funds and unaffiliated Funds for allocations. Because TIAA affiliates manufacture, advise, and distribute Affiliated Funds, TIAA has an interest in the Program recommending a higher investment allocation to Affiliated Funds, and Affiliated Funds are frequently included in many of the Program’s model portfolios as described in this Item 6 under “Investing Styles and Affiliated Funds.” For a description of the conflicts of interest arising from the investment of Program accounts in Affiliated Funds and the additional fees TIAA and its affiliates receive from the use of Affiliated Funds in the Program, see “Use of Affiliated Funds and Two Levels of Fees” in Item 4. Program Limitations: Typically, a single Reference List Investment cannot be used to make up more than 60% of any portfolio. All Program accounts in an Investing Style are invested in the same model portfolio regardless of the timing of investments. The Program will not select a separate Reference List Investment to receive inflows while retaining another in the same model. The Program also will not select a separate Reference List Investment for its tax-exempt accounts than for its taxable accounts. These Program limitations require the portfolio construction team to balance the needs of different clients in the same model portfolios when replacing Funds (e.g., balancing the interests of new clients and existing clients, or taxable accounts versus retirement accounts). Once a Reference List Investment is designated for inflows or outflows, the decision can be implemented immediately or over an extended period of time at the discretion of WIM. Considerations include, without limitation, operational considerations, legal considerations, client directed activity, tax implications, and input from the Funds marked for asset flows. Please see “Trade Randomization and Aggregation” in Item 4 for additional information on the implementation of trades and “Discretionary Authority” in Item 4 for a 32  description of discretionary authority granted to the Program and delegated to WIM, subject to APS oversight. The Program’s model portfolios contain a combination of Funds that represent, depending on the Fund, indirect investments in equity, fixed income, and to a lesser extent, derivative investments, alternative investment strategies, and non-traditional asset classes. For all Funds, the return and principal value will fluctuate with changes in market conditions. In addition, shares when sold may be worth more or less than their original cost. Note that the Program does not offer a margin trading strategy. Risks of Investing in the Program The following is a general description of risks associated with investing in the Program. The following list describes risks at the overall portfolio level for your Program account and does not purport to be an exhaustive list of all risk factors associated with the Program. The following list also does not describe the principal risks of the underlying funds and ETFs selected for your portfolio, which are described in each fund’s and ETF’s current prospectus. Investment Risks • Market Risk: The price of any security or the value of an entire asset class can decline for a variety of reasons outside of the Program’s control, including, but not limited to, changes in the macroeconomic environment, unpredictable market sentiment, forecasted or unforeseen economic developments, interest rates, regulatory changes, and domestic or foreign political, epidemic, pandemic, demographic, or social events. For example, if a client has a high allocation to a particular asset class, and that asset class underperforms relative to the overall market, their Program account may be negatively impacted. Additionally, a low allocation to a particular asset class that outperforms other asset classes will cause the Program account to underperform relative to the overall market. • Global Economic Risk: National and regional economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country, region, or market might adversely impact issuers in a different country, region, or market. Changes in legal, political, regulatory, tax, and economic conditions may cause fluctuations in markets and securities prices around the world, which could negatively impact the value of an account’s investments. Major economic or political disruptions, particularly in large economies, may have global negative economic and market repercussions. Additionally, events such as war, terrorism, natural and environmental disasters, and the spread of infectious illnesses or other public health emergencies may adversely affect the global economy and the markets and issuers in which an account invests. These events could reduce consumer demand or economic output, result in market closure, travel restrictions or quarantines, and generally have a significant impact on the economy. Such events could materially increase risks, including market and liquidity risk, and significantly reduce account values. These events also could impair the information technology and other operational systems upon which service providers, including APS, rely and otherwise could disrupt the ability of employees of service providers to perform essential tasks on behalf of an account. There is no assurance that governmental and quasi-governmental authorities and regulators will provide constructive and effective intervention when facing a major economic, political or social disruption, disaster or other public emergency. • Mutual Funds and ETFs (Funds): Investing in shares of a Fund involves risk of loss that Program clients should be prepared to bear. For mutual funds and ETFs in particular, this includes the risk that the general level of underlying security prices may decline, thereby adversely affecting the value of the Fund. Moreover, a Fund may not fully replicate the performance of its benchmark index. Funds are not guaranteed or insured by the Federal Deposit Insurance Corporation or any other government agency. Funds have their own fees, investments, and risks. For specific information associated with any Fund used 33  by the Program for your account, please consult the Fund’s prospectus and statement of additional information, which you should read carefully. • Fixed Income Risk: Your Program account may hold significant positions in mutual funds and ETFs that invest exclusively or primarily in debt securities such as corporate and foreign bonds. Debt securities are subject to credit risk, which is the risk that the issuer of the security will not be able to make principal and interest payments when due. This will significantly impair the value of the security. Even if a debt issuer continues to make principal and interest payments, the market value of a debt security can decline because of concerns about the issuer’s ability to make such payments in the future. Debt securities are also subject to interest rate risk because their value will rise and fall with changes in interest rates. When interest rates rise, the market prices of already issued debt securities usually declines and when interest rates fall, the market value of the debt instrument will rise. Interest rate risk tends to be greater for debt securities with longer maturities or duration. • Model Risks: The assumptions made in the construction of the models may limit their effectiveness. For example, use of historical market data may not predict future events. Additionally, inaccuracies or limitations in the quantitative analysis or models used by the Program may interfere with the implementation of model portfolio strategy. • Asset Allocation and Investment Strategy Risks: The asset classes used within the various model portfolios offered through the Program can perform differently over time and potentially underperform the Program’s expectations. More aggressive strategies used within the model portfolios generally contain larger weightings of riskier asset classes such as equities. • Liquidity Risks: Program clients collectively account for a significant portion of certain ETFs and mutual funds (in some cases, in excess of 50%). As a result, when the Program generates a full or partial liquidation of a larger size, mutual fund managers are generally permitted under the terms of the fund’s prospectus to satisfy the redemption “in kind” (i.e., the Program would receive a distribution of securities, rather than cash, which it would need to liquidate directly). A redemption received in kind may require the use of a transition manager, which may be difficult to source and costly. In order to avoid a redemption in kind, the Program may liquidate such positions over a more extended period of time, which introduces pricing risk. Further, mutual funds may “gate” during times of market stress or otherwise allocate liquidity among investors seeking to redeem, which can further delay the Program’s ability to reduce or redeem out of such positions. Additionally, when the Program aims to liquidate large positions in an ETF that has less liquid underlying investments, it can create pricing gaps, which the Program may mitigate by buying and selling the ETF over an extended period of time. While the Program may be able to execute large ETF sales with a market maker, a market maker generally assesses a markdown for a large, at risk trade. These scenarios create a risk that the mutual fund or ETF is not sold in a timely manner at the desired price. • Concentration Risk: Program clients collectively account for a significant portion of certain ETF or mutual fund assets (in some cases, in excess of 50%) and a decision by the Program to sell the shares of the ETF or mutual fund may negatively impact the value of the ETF or mutual fund. In addition, managed account programs operated by TIAA Affiliates often own material positions in these same ETFs and mutual funds, which increases the collective ownership by TIAA and heightens this risk. • Cybersecurity Risks: With the increased use of technologies such as the Internet to conduct business, client portfolios are susceptible to operational, information security, and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events that include, but are not limited to, gaining unauthorized access to digital systems, misappropriating assets or sensitive information, corrupting data, or causing operational disruption, including denial-of-service attacks on websites. Cybersecurity failures or breaches by a third-party service provider and the issuers of securities in which the model 34  portfolio invests have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs, including the cost to prevent cyber incidents. • Reliance on Limited Client Information: The asset allocation recommendations generated through the Program are highly reliant on the accuracy of the information provided by you through the Site regarding your goal, time horizon, risk level, and Investing Style. If you were to provide the Program with inaccurate information, this could materially impact the quality and applicability of the recommendations generated. In addition, the recommendations generated through the Program rely exclusively on your responses to the questions regarding your goal, time horizon, risk level, and Investing Style asked through the Site. Any additional information gathered is not used in developing the recommendations provided through the Program. Also, there may be additional information or other financial circumstances not considered based on the questions asked at the time you establish your investment goals that would inform the investment advice and recommendations provided through the Program. Given the inherent limitations of the Program, you should carefully consider whether the Program is the right investment solution for your needs. • Reliance on Technology: The offerings within the Program are dependent upon various computer and telecommunication technologies, many of which are provided by or are dependent on third parties. The successful operation of the Program could be severely compromised by system or component failure, telecommunication failure, power loss, a software-related system crash, unauthorized system access or use (such as “hacking”), computer viruses and similar programs, fire or water damage, human errors in using or accessing relevant systems, or various other events or circumstances. It is not possible to provide comprehensive and foolproof protection against all such events, and no assurance can be given about the ability of applicable third parties to continue providing their services. Any event that interrupts such computer and/or telecommunication systems or operations could have a material adverse effect on the Program. Such a material adverse effect may have a heightened impact on the Program given the automated nature of the services provided. • Hypothetical Performance and Projected Returns: Projected returns are hypothetical, do not reflect actual investment results, and are not guarantees of future results. Such projected performance is subject to a number of limitations and assumptions designed to determine the probability or likelihood of a particular investment outcome based on a range of possible outcomes. It is possible that any of those assumptions may prove not to be accurate. In addition, performance of your Program account may differ materially from investment gains and avoidance of investment losses projected, described or otherwise referenced in forward-looking statements, and the projected returns associated with any particular asset allocation or model portfolio may not materialize. The assumptions underlying the hypothetical performance and projected returns provided on the Site are disclosed to you on the Site and will change over time and from time to time. You should read all disclosures associated with these projections on an ongoing basis. • Limitations of Risk Disclosures: As the strategies develop and change over time, clients may be subject to additional and different risk factors, therefore the above list of risks is not a complete enumeration or explanation of the risks involved in investment in Program. No assurance can be made that profits will be achieved or that substantial losses will not be incurred. Performance-based Fees and Side by Side Management APS does not charge performance-based fees, which are fees based on a share of an account’s capital gains or appreciation, to its Program clients or any other clients. 35  Voting Client Securities Rule 206(4)-6 under the Advisers Act requires that investment advisers exercising voting authority on behalf of their advisory clients must adopt and implement written policies and procedures reasonably designed to ensure that proxies are voted in a manner that reflects the best interests of clients. Program account proxies are voted by TIAA’s Nuveen Stewardship Group (the “NSG”), unless you request otherwise, in which case the proxy materials will be sent directly to you. In voting your proxies, the NSG follows the guidelines set forth in the TIAA policy statement on responsible investing. Conflicts of interest identified are resolved through guidelines set forth in the NSG’s procedures. This includes the use of an independent third-party proxy advisory firm (currently, Institutional Shareholder Services) to vote proxies for Program holdings in Affiliated Funds. The NSG works with a proxy execution firm to effectuate the voting of your proxies. The Program reviews the proxy voting practices of the NSG periodically to ensure that they are acting in clients’ best interests. TC Services intends to vote proxies in accordance with its clients’ best interests and aims to use proxy voting as a tool to promote positive returns for long-term shareholders. TC Services may decide to not vote proxies, if it determines that the benefit of voting individual proxies is small relative to the undue burden of voting those proxies, or where the client’s account does not have an economic interest in the outcome of the proxy. You cannot direct the Program on how to vote on a particular proxy; you must either delegate all proxy voting to the Program on your behalf or wholly retain voting privileges. You may obtain information about how the NSG voted with respect to any security by contacting an Advisor. You also may obtain a copy of the applicable proxy voting policies and procedures, and the TIAA policy statement on responsible investing, by contacting an Advisor, also available here: https://www.tiaa.org/public/pdf/ri_policy.pdf. Class Actions and Corporate Actions The Program will not and does not undertake to act on your behalf with regards to class action claims or notices and instead will forward any such claims or notices directly to you for handling. The Program will pass through for you to vote directly any voluntary corporate action notices. Note that neither TC Services nor its clearing firm, Pershing, will vote or take any discretionary or voluntary action with respect to any fractional share position within managed account programs. Managed account clients holding any fractional share position will not be able to provide instruction in connection with voluntary corporate actions (e.g., tenders), except for optional dividends. Other Advisory Services APS offers other TIAA Managed Accounts. Different managed account programs 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. These differences are based on the level and type of services offered by each program, the service providers and platforms used in each program, and the amount of a client’s assets under management, among other factors. Information about managed account programs offered by APS and its affiliate can be obtained from an Advisor. Advisors can recommend that you open, contribute, or consolidate assets (through a rollover or transfer) into any of the TIAA Managed Accounts (except that the Program is closed to new investors). In limited circumstances, a client may be eligible to invest in more than one TIAA Managed Account recommended by TC Services. • Based on a comparison of advisory fees, and without regard to the cost of the additional services provided by the TIAA Portfolio Advisor program, TIAA typically has an incentive for TC Services to recommend, and TC Services typically does recommend, a contribution to a new or existing TIAA Portfolio Advisor 36  account over a contribution to an existing Program account when the client is eligible for both. This is because the advisory fee rate that you pay on a TIAA Portfolio Advisor account is generally greater than the rate you would pay on a Program account (depending on account size and mix of asset classes). However, our incentive to recommend the TIAA Portfolio Advisor account (over a Program account) depends on the total revenue and costs to all TIAA entities from a particular account, which varies based on additional factors such as the level of service required by a client. • Based on a comparison of investment management fees and without regard to the cost of the additional services provided in PAM, including a dedicated portfolio manager, TIAA typically has an incentive for TC Services to recommend a PAM account over a Program account when the client is eligible for both. This is because the blended fee rate that you pay on a PAM account can be greater than the rate you would pay on a Program account (depending on account size and mix of asset classes). However, our incentive to recommend the PAM account (over a Program account) depends on the total revenue and costs to all TIAA entities from a particular account, which varies based on additional factors such as the level of service required by a client and cost of transactions. Making a recommendation that generates more revenue, or decreases the costs to, TC Services and/or TIAA as a whole, presents a conflict of interest. Please see the TC Services disclosure brochure at https://www.tiaa.org/public/pdf/tc_adv_program.pdf for more detail on the revenue that TC Services and/or TIAA receives from each TIAA Managed Account program. We mitigate the conflicts of interest by disclosing our incentives to you and by requiring that all TC Services’ recommendations be reviewed by supervisory personnel in accordance with applicable regulatory standards, to determine whether they are appropriate for client’s financial needs. Positions taken by APS or WIM on behalf of some managed account clients may be the same as, or different from, or made contemporaneously or at different times than, positions taken for other clients. WIM’s investment decisions for the Program are based on research or other information that also is used to support its investment recommendations for other clients, and it may be perceived as a conflict of interest when advice differs for their accounts that use strategies similar to those used by Program accounts, especially if the investment decision results in TIAA retaining more of the Program Fee as described in Item 4 under “Model- Based Portfolios” and “Portfolio Investments.” APS seeks to identify and mitigate or disclose actual and perceived conflicts of interest with clients and to resolve such conflicts appropriately if they do occur. APS also offers separately from the Program non-discretionary financial planning services with an emphasis on retirement planning needs. Retirement planning helps clients invest for retirement and address income needs. Retirement planning is generally limited to providing advice across fixed annuities, variable annuities, mutual funds, and ETFs. These services are described in greater detail in the TC Services Form ADV Part 2A. Item 7 – Client Information Provided to Portfolio Managers As described in Item 4 under “Engagement of Service Providers to Formulate Investment Advice,” APS has engaged WIM to provide portfolio management services. To facilitate this, APS provides the following information to WIM in connection with your Program account: your risk level (levels ranging from conservative to aggressive), timeframe, and preference among Investing Styles. APS will pass through to WIM any updates to this information as received by you. APS does not provide your personal data to the Allocation Provider. Item 8 – Client Contact with Portfolio Managers The Program does not generally contemplate that you will speak directly with the TIAA investment 37  professionals responsible for the formulation of Program advice; however, they may be made available upon specific request. Rather, Advisers knowledgeable about the Program and its advice are available during normal business hours to discuss any aspect of the Program with you. Item 9 – Additional Information Disciplinary Information and Information about Other Financial Industry Activities and Affiliations 1. On February 16, 2024, the SEC issued an order regarding conduct TC Services had self-reported to the SEC in connection with the SEC’s Regulation Best Interest examination. Without admitting or denying the findings, TC Services consented to the entry of an order (the “Settlement Order”) finding that it violated the General Obligation, Disclosure Obligation, Care Obligation and Compliance Obligation found in Rules 15l-1(a)(1) and (2) under the Exchange Act when making recommendations to customers to open TIAA IRA and IS IRA accounts by not adequately disclosing the availability of lower cost share classes of mutual funds within brokerage window accounts attached to TIAA IRA and IS IRA accounts. Pursuant to the Settlement Order, TC Services consented to a censure and was ordered to cease and desist from committing or causing further violations of Rules 15l-1(a)(1) and (2) under the Exchange Act. TC Services also was ordered to pay disgorgement of $936,714 and prejudgment interest of $103,424.91. The SEC also imposed a civil penalty of $1.25 million on TC Services. 2. On July 13, 2021, TC Services entered into settlements with the SEC and the New York Attorney General (“NYAG”), without admitting or denying the findings. The settlements state that during the period January 1, 2012 to March 30, 2018, TC Services made false, inaccurate or misleading statements in the marketing of Portfolio Advisor managed accounts, and (1) failed to correctly or adequately disclose to clients the financial incentives and conflicts of interest for WMAs to recommend rollovers from an a TIAA Plan to the Portfolio Advisor program, over other investment options that would earn less compensation for the WMA and less revenue for TC Services; (2) provided clients with incomplete and misleading information about their investment options, including the existence of other investment options with lower costs and/or better net-of- fees modeled returns, particularly the option of retaining assets in employer- sponsored plans; and (3) provided training that confused WMAs, who made inaccurate and confusing statements concerning the legal standard under which WMAs were acting when making investment recommendations, with WMAs believing and stating that they were acting as fiduciaries. In the settlements, TC Services was found to have violated, and was ordered to cease and desist from committing or causing further violations of: (1) Sections 206(2), 206(4) and 206(4)(7) of the Investment Advisers Act of 1940; (2) Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933; and (3) the Martin Act, New York Executive Law section 63(12) and New York common law. TC Services also was ordered to provide client restitution in the amount of $97 million, which included a $9,000,000 SEC penalty, return of a portion of fees in the amount of $73,985,572 and prejudgment interest of $14,014,428, to approximately 20,000 former or current clients who opened a Portfolio Advisor account using assets from a TIAA-administered retirement plan between January 1, 2012 and March 30, 2018. In resolving the matter, the NYAG and SEC acknowledged certain measures taken by TC Services prior to and during the investigations, including: (1) changes to WMA compensation to remove differential compensation between managed accounts and other retirement plan options; (2) the decision to hold all WMAs to a fiduciary standard when recommending the Portfolio Advisor program; and (3) enhancements to training, disclosures, supervision, and policies and procedures to improve its practices regarding the issues in the settlement. Pursuant to the settlements’ terms, TC Services has undertaken to notify affected clients of the terms of the settlements, to continue to hold all WMAs to a fiduciary standard when 38  recommending the Portfolio Advisor program, to review and improve as necessary the training programs and disclosures, and to report to the SEC and NYAG regarding compliance with the undertakings and relief provisions. For a copy of the SEC order, see https://www.sec.gov/litigation/admin/2021/33-10954.pdf . 3. On March 11, 2019, the SEC issued an order regarding conduct TC Services had self-reported to the SEC in connection with the SEC’s Share Class Selection Disclosure Initiative (the “Initiative”). Without admitting or denying the findings, TC Services consented to the entry of an order (the “Settlement Order”) finding that it violated Sections 206(2) and 207 of the Advisers Act by not adequately disclosing to clients enrolled in the Portfolio Advisor and Portfolio Manager programs certain conflicts of interest related to its receipt of Rule 12b-1 fees and selection of mutual fund share classes that pay such fees. Pursuant to the Settlement Order, TC Services consented to a censure and was ordered to cease and desist from committing or causing further violations of Sections 206(2) and 207 of the Advisers Act. TC Services also was ordered to disgorge a total of $2,102,280.21 in Rule 12b-1 fees received, plus $293,342.08 in prejudgment interest, to affected investors and to notify affected investors of the Settlement Order’s terms including the following undertakings: (1) review and correct as necessary all relevant disclosure documents concerning mutual fund share class selection and Rule 12b-1 fees; (2) evaluate whether existing clients should be moved to a lower-cost share class and to move clients as necessary; and (3) evaluate, update and review for the effectiveness of their implementation, TC Services policies and procedures to assure that they are reasonably designed to prevent violations of the Advisers Act in connection with disclosures regarding mutual fund share class selection. The SEC did not impose a civil penalty on TC Services based on TC Services self-reporting through the Initiative. 4. On November 22, 2016, TC Services entered into a settlement, known as a letter of acceptance, waiver and consent (“AWC”) with FINRA, a self-regulatory organization for broker-dealers. The settlement related to how it confirmed transactions it effected between 2004 and 2015 for employer retirement plans record-kept by TIAA. TC Services accepted and consented to the entry of findings (without admitting or denying the findings) that it failed to deliver confirmations for certain transactions and delayed delivery of confirmations due to technological issues and ambiguities in a vendor contract, and did not denote the firm’s capacity as agent on certain confirmations, resulting in violations of Securities Exchange Act Rule 10b-10, NASD Rule 2230 and FINRA Rule 2232 related to customer confirmations, and NASD Rule 2110 and FINRA Rule 2010 related to standards of commercial honor and principles of trade. TC Services further consented to a censure and fine of $275,000. The activity subject to the settlement was not related to APS’ investment advisory programs. In resolving the matter, FINRA recognized that TC Services: (1) timely self-reported the foregoing confirmation issues to FINRA; (2) prior to detection or intervention by a regulator, engaged outside counsel and an independent consultant to conduct an internal forensic investigation of the relevant issues; (3) promptly took corrective action and revised its policies and procedures regarding confirmation production and delivery; (4) hired additional staff dedicated to ensuring proper confirmation production and delivery; and (5) provided substantial assistance to FINRA by sharing the results of its internal investigation and voluntarily and promptly providing updates regarding additional confirmation delivery issues discovered during its internal investigation. Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading APS has a Code of Ethics and Personal Trading Policy (“Code of Ethics Policy”) that regulates the personal securities trading activities of investment personnel and other persons with access to confidential trading information (collectively “access persons”) and requires them to avoid conflicts of interest, such as investing in or making additional contributions to investments that are branded, sponsored, advised, or sub-advised by TIAA or its affiliates. All access persons and members of their households must report their personal holdings and transactions in covered securities. Certain access persons are subject to certain restrictions and prohibitions 39  in trading for their own accounts and are subject to pre-clearance of certain securities transactions by a compliance unit. The Code of Ethics Policy also prohibits the misuse of material nonpublic information and confidential information. APS prohibits or limits the purchase of securities in initial public offerings and private placements. Advisors may purchase or sell for their personal account securities recommended to you subject to the limitations of the aforementioned Personal Trading Policy. WIM, which trades securities for the Program, has a similar policy. You may request a copy of APS’ Code of Ethics Policy by calling an Advisor. SEC rules require broker-dealers to maintain a minimum amount of working capital. TC Services may invest this working capital in money market mutual funds, mortgage-backed securities, investment grade corporate bonds, or U.S. Treasury Securities. Except for securities invested for this limited purpose, TC Services does not generally buy or sell its own securities that it may recommend to you. Review of Accounts APS has an ongoing obligation as a fiduciary to consider whether prior recommendations to open, contribute to, or consolidate assets (through a rollover or transfer) into a Program account and continued enrollment in a Program account remain appropriate for its clients. APS fulfills this obligation in a number of ways. Quarterly, the Program sends you a Communication to inquire whether there have been any material changes in your life or finances that should be reflected in the information provided to the Program, and whether you wish to impose or modify any reasonable restrictions (also referred to as “personalizations”) on the management of your Program account as described in Item 4 under “Investment Restrictions.” This outreach will encourage you to verify your goal amount, risk level, and investment timeframe or make changes to this information on the Site. The Program will consider your responses and evaluate whether any changes to the model portfolio used for your Program account are appropriate. Any changes to your model portfolio may not occur until two business days following receipt of the instruction. Extreme market volatility and in process trades could impact this timing. In between quarterly inquiries, you can update your Program account profile on the Site whenever a material change occurs in your financial situation or investment objective, as either may affect the continued appropriateness of the model portfolio used for your Program account. APS will have no liability for your failure to provide the Program with accurate or complete information or to inform TC Services promptly of any changes in the information you previously provided. Examples of material changes include, but are not limited to changes in net worth, employment status, marital status, family size, occupation, residence, health or income level, investment objective, or risk level (for example, changes in your risk tolerance based on market events). You also can reach out to an Advisor to focus on whether your financial circumstances or individual preferences for advisory services have changed materially in a way that might suggest that the Program account is no longer appropriate or whether changes to the management of your Program account should be made. Advisors do not individually determine whether WIM continues to perform acceptably as investment manager, as that review is conducted by APS periodically and serves as the basis for making these account type recommendations to its clients as described in Item 4 under “Servicing and the Role of Advisor.” Any recommendations regarding the Program account that occur when clients reach out to an Advisor will be subject to the fiduciary duty described in Item 4 under “Standards of Care.” As part of the investment management service for your Program account, and as described in Item 4 under “Rebalancing,” the model portfolio used in connection with your Program account will be monitored daily for drift. Market conditions and other factors likely will cause your Program account to deviate over time from the model portfolio. When such deviations become materially significant (as determined by the Program’s parameters), then your Program account will be rebalanced to align it more closely with the model portfolio, provided your Program 40  account meets the minimum balance requirements as described in Item 4 under “Funding.” You will receive a monthly or quarterly brokerage statement (depending upon Program account activity) detailing the progress of your Program account. You also will receive separate brokerage confirmation statements reflecting individual transactions made in your Program account unless you elect to suppress these statements. If you would like to suppress these confirmation statements with a quarterly confirmation report summarizing all information otherwise contained in the separate brokerage confirmation statements, please call us at 855-728-8422. You are able to change your election at any time. You are responsible for reviewing each report and statement in a timely manner and alerting an Advisor as to any discrepancy. The Site will provide information, updated daily, regarding your Program account based upon uniform criteria consistent with generally accepted industry standards. You will receive mutual fund prospectuses for each new mutual fund purchased for your Program account and are responsible for reviewing the terms and conditions contained therein. For important information about each Fund, including investment objectives, risks, charges, and expenses, you can read each Fund’s prospectus. All written information, including, but not limited to your reports, statements and confirmations will be delivered to you in electronic format as described in Item 4 under “Use of the Site,” and in accordance with the terms of the Advisory Agreement. Client Referrals and Other Compensation In connection with other services provided to you outside of the Program, Advisors may recommend you invest in, or refer you to other TIAA affiliates for, affiliated products and in non-advisory services offered by or through TIAA such as variable annuities or mutual funds. TC Services and its affiliates receive compensation for services they provide to these affiliated products, including but not limited to advisory, distribution, and administrative services. Refer to the prospectuses, statements of additional information, or other disclosures for the applicable affiliated product for a complete description of such fees and payments. Also, recommending affiliated products creates a conflict of interest because the TIAA family of companies receive more revenue when recommending affiliated products than when recommending unaffiliated products. Please refer to “Use of Affiliated Funds and Two Levels of Fees” and “About TIAA” in Item 4 for additional information about how these conflicts of interest and how they are addressed. TC Services compensates field consultants, national contact center financial consultants, and individual financial consultants, who act as broker-dealer representatives for client referrals to APS. For information about how these financial professionals are compensated for these referrals, see “Compensation of TC Services Personnel” in Item 4. In addition, “Share Class Selection” and “Program Fees – Other Fees and Expenses” in Item 4 describes the payments that TC Services and its clearing firm, Pershing, receive from certain Affiliated Funds and unaffiliated mutual funds as compensation for distribution, shareholder and administrative services. TC Services does not compensate any third-parties for referrals they make to APS. Financial Information TC Services does not require or solicit prepayment of more than $1,200 in fees per client six months or more in advance and, thus, has not included a balance sheet of its most recent fiscal year. TC Services is not aware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments to clients, nor has TC Services been the subject of a bankruptcy petition at any time during the past ten years. 41  Item 10 – Requirements for State Registered Advisers TC Services is a federally registered investment adviser. 42  Biographies of WIM Investment Management Personnel The Brochure Supplements (each, a “Brochure Supplement”) that appear on the following pages contain the biographies of those affiliated investment personnel who manage assets invested in the TIAA Personal Portfolio Wrap Fee Program (“Program”) on behalf of Advice and Planning Services (“APS”), the division of TIAA-CREF Individual & Institutional Services, LLC (“TC Services”) that sponsors, administers, and manages the Program. These investment personnel support the Program as part of an Investment Management Group at APS’ affiliated registered investment adviser, WIM (the “Investment Team”) that APS engages to formulate advice for the Program, subject to its oversight. (Prior to January 1, 2026, the Investment Team was a division of TIAA Trust, N.A., a TC Services affiliated federal bank trust.) Brochure Supplement Niladri Mukherjee January 1, 2026 This Brochure Supplement provides information about Niladri Mukherjee, an individual who is on the WIM Investment Team that has investment discretionary authority over assets enrolled in the Program, subject to APS’s oversight. It supplements the attached Disclosure Brochure for the Program. You should have received a copy of that Disclosure Brochure. Please call 704.988.1000 if you did not receive a copy of the Program’s Disclosure Brochure or if you have any questions about the contents of this Brochure Supplement. Background. Niladri is 50 years old as of the date of this Brochure Supplement. His work address is 730 Third Ave., New York, NY, 10017. His phone number is 704.988.1000. Niladri is the Chief Investment Officer for the Investment Team. WIM’s corporate headquarters are located at 8500 Andrew Carnegie Boulevard, Charlotte, NC 28262, phone 704-988-1000. Educational Background and Business Experience. Niladri joined the Investment Team in April 2023 in his current role as Chief Investment Officer. Prior to joining TIAA, Niladri worked for Bank of America for 16 years and held a variety of roles, including Managing Director, Head of Portfolio Strategy for the Chief Investment Office at Bank of America, supporting Merrill Lynch and the Private Bank. Niladri graduated with a B.S. in Physics from St. Stephen’s College in Delhi, India and graduated with an M.B.A. in Finance from New York University’s Stern School of Business. Disciplinary Information. Niladri has no history of disciplinary events. Other Business Activities. Niladri serves on the Advisory Board of Stevens School of Business at Stevens Institute of Technology in New Jersey. Additional Compensation. Niladri is paid a base salary and bonus. Bonus compensation takes into account a number of factors based on Niladri’s role with TIAA Wealth Management, including the overall economic performance of TIAA, the risk adjusted performance of the portfolio strategies, achieving operational and risk standards, delivering ongoing advisory program and process enhancements demonstrated through customer engagement, and the growth of total assets generated by the advisory salesforce. Niladri does not receive compensation for providing advisory services from anyone other than his employer. Supervision. The investment discretion exercised by the Investment Team is principally monitored by WIM, which APS engages to formulate advice for the Program. Senior investment professionals from WIM typically meet monthly to review investment related decisions, policies, and procedures and annually to review the investment strategy work of the Investment Team. APS exercises oversight as described in the Program’s Disclosure Brochure. Niladri’s supervisor is Rashmi Badwe, Executive Vice President and Chief Operating Officer, TIAA Wealth, at 704.988.1000. General inquiries regarding accounts, balances, distributions, or any 43  other account administrative features should be directed to your Advisor. Brochure Supplement Matt Hanna January 1, 2026 This Brochure Supplement provides information about Matt Hanna, an individual who is on the Investment Team that exercises investment discretion over your assets enrolled in the Program, subject to APS’s oversight. It supplements the attached Disclosure Brochure for the Program. You should have received a copy of that Disclosure Brochure. Please call 866.220.6583 if you did not receive a copy of the Program’s Disclosure Brochure or if you have any questions about the contents of this Brochure Supplement. Matt is 41 years old as the date of this Brochure Supplement. His work address is 8500 Carnegie Boulevard, Charlotte, NC 28262. His phone number is 704.988.1000. Matt is the Director of Asset Allocation and Quantitative Research for WIM. WIM’s corporate headquarters are located at 8500 Andrew Carnegie Boulevard, Charlotte, NC 28262, phone 888.842.9001. Matt joined the Investment Team in March 2024 in his current role as Director of Asset Allocation and Quantitative Research, where he is responsible for strategic asset allocation, tactical asset allocation and risk management. Prior to joining TIAA, Matt worked in the investment industry for 19 years and held a variety of roles, including Lead Asset Allocation and Quantitative Analysis Strategist at Raymond James, Managing Director and Portfolio Manager at Teza Technologies, Managing Director and Portfolio Manager at Summit Global Investments, and Director at Raymond James. Educational Background and Business Experience. Matt graduated with a B.A. in Political Science from the University of Florida, an M.S. in Finance from the University of Tampa, and an M.S. in Applied Economics from the University of North Dakota. Matt holds the Chartered Financial Analyst (CFA), Chartered Alternative Investment Analyst (CAIA), and Certified Financial Risk Manager (FRM) designations. Disciplinary Information. Matt has no history of disciplinary events. Other Business Activities. Matt has no other business activities. His full-time occupation is as Director, of Asset Allocation for WIM. Additional Compensation. Matt is paid a base salary and bonus. Bonus compensation takes into account a number of factors, including the overall economic performance of TIAA and Matt’s individual performance in achieving the goals established for his role at TIAA. Matt does not receive compensation for providing advisory services from anyone other than his employer. Supervision. The investment discretion exercised by the Investment Team is principally monitored by WIM , which APS engages to formulate advice for the Program. Senior investment professionals from WIM meet on various cadences to review investment-related decisions, policies and procedures, and the investment strategy work of the Investment Team. APS exercises oversight as described in the Program’s Disclosure Brochure. Matt’s supervisor is Niladri Mukherjee, Chief Investment Officer for WIM at 704.988.1000. General inquiries regarding accounts, balances, distributions, or any other account administrative features should be directed to the Advisors who support the Program. 44  Brochure Supplement T. Todd Starcher January 1, 2026 This Brochure Supplement provides information about T. Todd Starcher, an individual who is on the Investment Team that has investment discretionary authority over your assets enrolled in the Program, subject to APS’s oversight. It supplements the attached Disclosure Brochure for the Program. You should have received a copy of that Disclosure Brochure. Please call 704.988.1000 if you did not receive a copy of the Program’s Disclosure Brochure or if you have any questions about the contents of this Brochure Supplement. Background. Todd is 51years old as of the date of this Brochure Supplement. His work address is 8500 Andrew Carnegie Boulevard, Charlotte, NC 28262. His phone number is 704.988.1000. Todd is a Senior Director, Portfolio Construction for WIM. WIM’s corporate headquarters are located at 8500 Andrew Carnegie Boulevard, Charlotte, NC 28262, phone 888.842.9001. Educational Background and Business Experience. Todd joined the Investment Team in August 2009. At TIAA, he has also held the roles of Senior Portfolio Strategist in addition to his current role of Senior Director, Portfolio Construction. Prior to TIAA, Todd worked as Vice President and Alternative Investment Product Manager for Evergreen Investments for 1 year. Prior to that, Todd worked as Vice President and Asset Allocation Strategist for Evergreen Investments for five years. Todd graduated with a Bachelor of Science from Palm Beach Atlantic University in 1997. Todd attained the Chartered Financial Analyst, or CFA designation, in 2003; this designation requires completion of a three-stage self-study curriculum and achieving a passing score on three progressive exams. It prepares the holder to analyze securities and recommend portfolios. Disciplinary Information. Todd has no history of disciplinary events. Other Business Activities. Todd has no other business activities. His full-time occupation is as a Senior Director, Portfolio Construction for WIM. Additional Compensation. Todd is paid a base salary and bonus. Bonus compensation takes into account a number of factors, including the overall economic performance of TIAA, the performance of the portfolio strategies, achieving operational and risk standards, and delivering ongoing advisory program and process enhancements demonstrated through customer engagement. Todd does not receive compensation for providing advisory services from anyone other than his employer. Supervision. The investment discretion exercised by the Investment Team is principally monitored by WIM, which APS engages to formulate advice for the Program. Senior investment professionals from WIM typically meet monthly to review investment-related decisions, policies, and procedures and annually to review the investment strategy work of the Investment Team. APS exercises oversight as described in the Program’s Disclosure Brochure. Todd’s supervisor is Niladri Mukherjee, Chief Investment Officer for WIM at 704.988.1000. General inquiries regarding accounts, balances, distributions, or any other account administrative features should be directed to the WAs that support the Program. 45  Brochure Supplement Walter Joyce January 1, 2026 This Brochure Supplement provides information about Walter Joyce, an individual who is on the Investment Team that has investment discretionary authority over your assets enrolled in the Program, subject to APS’s oversight. It supplements the attached Disclosure Brochure for the Program. You should have received a copy of that Disclosure Brochure. Please call 704.988.1000 if you did not receive a copy of the Program’s Disclosure Brochure or if you have any questions about the contents of this Brochure Supplement. Background. Walter is 54 years old as of the date of this Brochure Supplement. His work address is 8500 Andrew Carnegie Boulevard, Charlotte, NC 28262. His phone number is 704.988.1000. Walter is Managing Director of Investment Services for WIM. WIM’s corporate headquarters are located at 8500 Andrew Carnegie Boulevard, Charlotte, NC 28262, phone 888.842.9001. Educational Background and Business Experience. Walter has more than 20 years of financial services experience and has held several senior leadership positions, including six years as the COO of an institutional brokerage and asset management firm in New York and four years heading up Equity Capital Markets in charge of Research and Equities trading. Additionally, he spent four years both as an investment manager and consultant to various wealth managers. Walter holds a B.S. in Management from the University of Alabama and an M.B.A. in Finance from Thunderbird Graduate School of International Management. Disciplinary Information. Walter has no history of disciplinary events. Other Business Activities. Walter has no other business activities. His full-time occupation is as Managing Director of Investment Services for WIM. Additional Compensation. Walter is paid a base salary and bonus. Bonus compensation takes into account a number of factors, including the overall economic performance of TIAA, the performance of the portfolio strategies, achieving operational and risk standards, and delivering ongoing advisory program and process enhancements demonstrated through customer engagement. Walter does not receive compensation for providing advisory services from anyone other than his employer. Supervision. The investment discretion exercised by the Investment Team is principally monitored by WIM, which APS engages to formulate advice for the Program. Senior investment professionals from WIM typically meet monthly to review investment-related decisions, policies, and procedures and annually to review the investment strategy work of the Investment Team. APS exercises oversight as described in the Program’s Disclosure Brochure. Walter’s supervisor is Niladri Mukherjee, Chief Investment Officer for WIM at 704.988.1000. General inquiries regarding accounts, balances, distributions, or any other account administrative features should be directed to the WFAs that support the Program. 46  Brochure Supplement Michael Sowa January 1, 2026 This Brochure Supplement provides information about Michael Sowa, an individual who is on the Investment Team that has investment discretionary authority over your assets enrolled in the Program, subject to APS’s oversight. It supplements the attached Disclosure Brochure for the Program. You should have received a copy of that Disclosure Brochure. Please call 704.988.1000 if you did not receive a copy of the Program’s Disclosure Brochure or if you have any questions about the contents of this Brochure Supplement. Background. Michael is 48 years old as of the date of this Brochure Supplement. His work address is 8500 Andrew Carnegie Boulevard, Charlotte, NC 28262. His phone number is 704.988.1000. Michael is a Senior Director of Manager Research and Deputy Chief Investment Officer for WIM. WIM’s corporate headquarters are located at 8500 Andrew Carnegie Boulevard, Charlotte, NC 28262, phone 888.842.9001. Educational Background and Business Experience. Michael joined the Investment Team in August 2011. At TIAA, he has also held the role of Senior Associate in addition to his current role of Senior Director of Asset Allocation and Investment Product Research. Prior to TIAA, Michael worked as Vice President, Senior Investment Analyst for Envestnet Asset Management for four years. Prior to that, Michael worked as Senior Analyst for National Planning Holdings for two years, as well as a Research Analyst for Lipper for three years. Michael graduated with a Bachelor of Science from American International College in 1999 and an MSc in Finance & Investments from the University of Edinburgh, Scotland in 2005. Michael attained the Chartered Alternative Investment Analyst, or CAIA designation, in 2007; this designation requires completion of a two- stage self-study curriculum and achieving a passing score on two progressive exams. Disciplinary Information. Michael has no history of disciplinary events. Other Business Activities. Michael has no other business activities. His full-time occupation is as a Senior Director of Manager Research for WIM. Additional Compensation. Michael is paid a base salary and bonus. Bonus compensation takes into account a number of factors, including the overall economic performance of TIAA, the performance of the portfolio strategies, achieving operational and risk standards, and delivering ongoing advisory program and process enhancements demonstrated through customer engagement. Michael does not receive compensation for providing advisory services from anyone other than his employer. Supervision. The investment discretion exercised by the Investment Team is principally monitored by WIM, which APS engages to formulate advice for the Program. Senior investment professionals from WIM typically meet monthly to review investment-related decisions, policies, and procedures and annually to review the investment strategy work of the Investment Team. APS exercises oversight as described in the Program’s Disclosure Brochure. Michael’s supervisor is Niladri Mukherjee, Chief Investment Officer for WIM at 704.988.1000. General inquiries regarding accounts, balances, distributions, or any other account administrative features should be directed to the WAs that support the Program. 47  Brochure Supplement Weiyi Ning January 1, 2026 This Brochure Supplement provides information about Weiyi Ning, an individual who is on the Investment Team that has investment discretionary authority over assets enrolled in the Program, subject to APS’s oversight. It supplements the attached Disclosure Brochure for the Program. You should have received a copy of that Disclosure Brochure. Please call 704.988.1000 if you did not receive a copy of the Program’s Disclosure Brochure or if you have any questions about the contents of this Brochure Supplement. Background. Weiyi is 44 years old as of the date of this Brochure Supplement. Her work address is 8500 Andrew Carnegie Boulevard, Charlotte, NC 28262. Her phone number is 704.988.1000. Weiyi is a Director, Senior Portfolio Analyst for WIM. WIM’s corporate headquarters are located at 8500 Andrew Carnegie Boulevard, Charlotte, NC 28262, phone 888.842.9001. Educational Background and Business Experience. Weiyi has over 18 years of investment experience. Prior to joining the Investment Team in 2018, she was an Investment Director at South Carolina Retirement System Investment Commission, responsible for manager due diligence and portfolio construction for the Agency’s $3 billion hedge fund allocation. She was also a voting member of the Internal Investment Committee, responsible for total plan allocation, risk management, and approval of investment decisions in all asset classes. Previous roles include portfolio risk manager at Stark Investments, and quantitative analyst at State Street Global Advisors, focused on equity and derivatives selection and risk management. Weiyi received a M.S. in Quantitative Finance from University of Wisconsin-Madison, a M.S. in High Performance Computation from National University of Singapore, and a B.S. in Automatic Control from Beihang University in China. She also holds the Chartered Financial Analyst (CFA), Chartered Alternative Investment Analyst (CAIA) and Financial Risk Manager (FRM) designations. Disciplinary Information. Weiyi has no history of disciplinary events. Other Business Activities. Weiyi has no other business activities. Her full-time occupation is as a Portfolio Analyst for WIM. Additional Compensation. Weiyi is paid a base salary and bonus. Bonus compensation takes into account a number of factors, including the overall economic performance of TIAA, the performance of the portfolio strategies, achieving operational and risk standards, and delivering ongoing advisory program and process enhancements demonstrated through customer engagement. Weiyi does not receive compensation for providing advisory services from anyone other than her employer. Supervision. The investment discretion exercised by the Investment Team is principally monitored by WIM, which APS engages to formulate advice for the Program. Senior investment professionals from WIM typically meet monthly to review investment-related decisions, policies, and procedures and annually to review the investment strategy work of the Investment Team. APS exercises oversight as described in the Program’s Disclosure Brochure. Weiyi’s supervisor is Michael Sowa, Senior Director and Deputy Chief Investment Officer for WIM at 704.988.1000. General inquiries regarding accounts, balances, distributions, or any other account administrative features should be directed to your Advisor. 48 

TIAA-CREF Individual & Institutional Services, LLC Advice & Planning Services Disclosure Brochure Form ADV Part 2A 730 Third Avenue New York, NY 10017 212-490-9000 www.tiaa.org January 1, 2026 This disclosure brochure (“Disclosure Brochure”) provides information about the qualifications and business practices of Advice & Planning Services, a division of TIAA-CREF Individual & Institutional Services, LLC. If you have any questions about the contents of this Disclosure Brochure, please contact us at 212-490-9000. The information in this Disclosure Brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority. Registration with the SEC does not imply a certain level of skill or training. Additional information about Advice & Planning Services is also available on the SEC’s website at www.adviserinfo.sec.gov.  Item 2 – Material Changes Item 2 contains a summary of the material and other changes made to the TIAA-CREF Individual & Institutional Services, LLC Advice & Planning Services Disclosure Brochure since March 28, 2025. Item 5 (Fees and Compensation) In Item 5, updates to the section “Compensation of TC Services Financial Professionals” were made to reflect compensation changes for TIAA Financial Professionals. Changes were made to the compensation of Advisors that alter the way in which the variable compensation of the Advisors will be calculated. Additional changes were made to clarify how certain products, services and referrals will be included in those calculations. Item 3 – Table of Contents Item 2 – Material Changes ............................................................................................................................ 2 Item 3 – Table of Contents ........................................................................................................................... 2 Item 4 – Advisory Business .......................................................................................................................... 2 Item 5 – Fees and Compensation ................................................................................................................ 14 Item 6 – Performance-Based Fees and Side-By-Side Management ........................................................... 22 Item 7 – Types of Clients............................................................................................................................ 22 Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss ................................................... 22 Item 9 – Disciplinary Information .............................................................................................................. 24 Item 10 – Other Financial Industry Activities and Affiliations .................................................................. 25 Item 11 – Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading ............ 26 Item 12 – Brokerage Practices .................................................................................................................... 26 Item 13 – Review of Accounts ................................................................................................................... 28 Item 14 - Client Referrals and Other Compensation .................................................................................. 29 Item 15 – Custody ....................................................................................................................................... 29 Item 16 – Investment Discretion ................................................................................................................. 29 Item 17 – Voting Client Securities ............................................................................................................. 30 Item 18 – Financial Information ................................................................................................................. 30 Item 19 – Requirements for State-Registered Advisers .............................................................................. 30 Item 4 – Advisory Business About Us TIAA-CREF Individual & Institutional Services, LLC (“TC Services,” “we” or “our”) is registered with the Securities and Exchange Commission (the “SEC”) as a registered investment adviser offering services to individuals through its Advice and Planning Services division (“APS”), TC Services’ investment advisory division since 2004. Different financial professionals of TC Services can assist you. Portfolio Managers (“PMs”) are registered as investment adviser representatives and provide dedicated investment management for Private Asset Management clients as described below. Wealth Management Advisors (“WMAs”) service clients in local TIAA offices. Wealth Advisors (“WAs”) service clients by phone. Both WMAs and WAs (referred to collectively as “Advisors”) are registered as both investment adviser representatives and broker-dealer representatives. In addition, managers of WMAs and WAs and certain support staff are registered as both investment adviser representatives and broker-dealer representatives. 2  All other TC Services representatives (referred to as “Representatives”) generally provide broker-dealer services only and can refer you to an Advisor for advisory services. Advisors and Representatives are collectively referred to as “financial professionals.” TC Services’ advisory division offers the following investment adviser services: • Financial Planning Services (referred to as the “Planning Services”). Planning Services are delivered to you or, when planning jointly, to you and your spouse or domestic partner (collectively referred to as “you” in this brochure), through Advisors and are described in detail in this Item 4 below under “About the Planning Services.” • The TIAA Portfolio Advisor (“PA”) and TIAA Personal Portfolio (“TPP”) Managed Account Programs. The PA and TPP managed account programs provide discretionary investment management services through a centralized team of investment professionals for an asset-based “wrap” fee. • Private Asset Management Program (“PAM”). The PAM program is a discretionary investment advisory management service that provides customized investment management with a dedicated portfolio manager supported by a team of investment professionals for an asset-based fee provided through TC Services, which sponsors, administers, and manages the Program. PA and PAM are open to new investors. Where appropriate, Advisors can recommend that you open, contribute, or consolidate assets (through a rollover or transfer) into a PA or PAM account and provide assistance with enrollment for these programs. TPP closed to new investors as of May 15, 2020. Where appropriate, Advisors can recommend that current clients contribute or consolidate assets into their existing TPP account. This service is provided through an online interface with assistance available from WAs as needed. Advisors also may help fulfill client service requests regarding the PAM, PA, and TPP programs. These programs (including enrollment services, recommendations to open, contribute to, or consolidate assets, client servicing, and associated conflicts) are described in further detail in their respective disclosure brochures, which you can request for review or find at https://www.tiaa.org/public/pdf/p/Private_Asset_Management_Disclosure_Brochure_Form_ADV.pdf https://www.tiaa.org/public/pdf/portfolio_advisor_wrap_fee_program_disclosure_form_adv.pdf and https://www.tiaa.org/public/pdf/TIAA_Personal_Portfolio_Fee_Wrap_Program_Disclosure_Brochure_Fo rmADV.pdf. You also will receive the PA or PAM disclosure brochure prior to enrolling in the program. TIAA Trust Personal Trust. Where appropriate, Advisors can refer you to TIAA Trust so that you open, contribute to, or consolidate assets into a discretionary investment management account and/or trust service offered by our affiliated national trust bank, TIAA Trust, N.A. (“TIAA Trust”). PA, TPP, and PAM are collectively referred to as the “TIAA Managed Accounts” in this brochure. TC Services also is registered with the SEC as a broker-dealer and a member of the Financial Industry Regulatory Authority (“FINRA”) and offers separate broker-dealer services to individuals through its brokerage division, TIAA Brokerage Services, such as execution services and broker-dealer recommendations, which is described in detail in this Item 4 below under “Separate Broker-Dealer Services.” TC Services is a subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”), a life insurance company. TIAA administers one of the world’s largest retirement plan systems, and since its 3  founding in 1918 has helped people in the academic, research, medical, and cultural fields plan for and live through retirement. Many of our clients have a pre-existing relationship with TIAA, often by participating in a TIAA-administered employer sponsored retirement plan. TIAA is also the marketing name under which TIAA and its subsidiaries provide products and services. Scope of Services and Applicable Standards This section describes the scope of the registered investment adviser (“RIA”) services provided by TC Services’ advisory division, the separate broker-dealer services provided by TC Services’ brokerage 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. Registered Investment Advisory Services. TC Services and its Advisors have a fiduciary obligation under the Investment Advisers Act of 1940 when providing registered investment advisory services. While both the fiduciary duty standard and the broker-dealer best interest standard described below require us to act in your best interest and not put our interests ahead of yours, the fiduciary duty applicable to investment advisory services provided by RIAs, which 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 investment advisory service we provide. The fiduciary duty that extends to our investment advisory services is specific to each service and lasts for the duration of the service. Specifically: • For the Planning Services, the fiduciary duty extends only to the provision of the financial plan and ends after an Advisor delivers the report generated in connection with the Planning Services. • For the TIAA Managed Accounts, the fiduciary duty extends to our recommendation of the program and the servicing and the portfolio management of your enrolled assets and lasts for as long as you are enrolled in the program. Broker-Dealer Services. TC Services also provides broker-dealer services through its Advisors and other Representatives. Any securities transactions recommended after you receive the Planning Services (except for TIAA Managed Account recommendations) are provided to you by TC Services, through its Advisors or other Representatives acting in their capacity as broker-dealer registered representatives. These broker-dealer recommendations and any subsequent implementation are separate and distinct from our investment advisory services (including the Planning Services, even if they are provided at the same meeting by the same financial professional that delivered the Planning Services). See the chart below for a description of the types of recommendations we make as a broker-dealer. 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 also must 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, although you will bear the trading costs and underlying costs of the associated investments if you implement the recommendations. 4  Our Advisors and other Representatives who solicit insurance products, such as annuities and life insurance, also are licensed insurance agents and subject to standards of care under applicable state insurance 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, with the exception of 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 rollovers 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; those individuals are bound by the CFP Code of Ethics and Standards of Conduct, which requires they meet a fiduciary standard when making investment recommendations. Certain Recommendations Involving Retirement Plans and IRAs. In addition to the fiduciary standard that applies to our RIA services and the best interest standard that applies when we make recommendations to you as a broker-dealer service, there are 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 advice we provide. Recommendations that we make involving employer retirement plans subject to ERISA and IRAs subject to the IRC (collectively, “plans”) are subject to a fiduciary duty under ERISA and the IRC, respectively. Covered recommendations include rollover/transfer recommendations, annuitization recommendations, and recommendations to enroll in an IRA (“Covered Recommendations”). When we make Covered Recommendations to you, we are fiduciaries within the meaning of Title I of ERISA and/or the IRC, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests when we make Covered Recommendations, so we must operate under an impartial conduct standard and internal policies and procedures that require us to act in your best interest and not put our interests ahead of yours. Certain plans (like governmental plans) are not covered by ERISA; however, our internal policies and procedures require us to adhere to the same fiduciary standard when we provide Covered Recommendations on non-ERISA plan assets. Representatives Acting in Different Capacities with the Same Client. As an example of how our financial professionals may act in different capacities, during your interaction you may receive: • A Planning Service in which your Advisor acts as an investment adviser representative; • A broker-dealer recommendation in which your Advisor or Representative acts as a broker-dealer representative (and insurance agent for annuity transactions), such as the recommendations in the Investment Plan (described in detail in this Item 4 below under “Separate Broker-Dealer Services”) on how to allocate assets within your employer sponsored retirement plan (for which TIAA serves as record keeper); and/or • A recommendation to open, contribute to, or consolidate assets into a TIAA Managed Account where your Advisor acts as an investment adviser representative. This chart below summarizes the types of investment advisory and broker-dealer services we provide: 5  We provide investment advisory services under a fiduciary duty when . . . • We provide you with the Planning Services described in this disclosure document. • You enroll in a TIAA Managed Account We provide recommendations to you as a broker-dealer service under a best interest standard* when . . . • 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 annuities; program, and we manage your account on an ongoing basis. • We recommend you open, contribute to, or • We recommend that you open, contribute to, or consolidate assets into a TIAA Managed Account program. enroll in a brokerage account, or self-directed IRA or variable annuity TIAA Plan, including consolidating assets via an IRA, or plan rollover or transfer; or • We recommend you create a lifetime income • We recommend that you contribute assets to certain other affiliated or third-party advisory products (such as donor advised funds). stream by annuitizing affiliated annuity holdings at TIAA. * As stated before, 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 these investment recommendations 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 those individuals are bound by the CFP Code of Ethics and Standards of Conduct which requires them to meet a fiduciary standard when making investment recommendations. We also offer broker-dealer educational services through TIAA client-facing financial professionals 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/public/support/regbi. Compensation Conflicts of Interest. The way we are compensated for our services creates some conflicts with your interests. We have an incentive to recommend that clients invest in TIAA Managed Accounts over a self-directed taxable 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 TIAA Managed Account rather than a brokerage account because the asset-based fee you pay on a TIAA Managed Account likely is greater than the total fees, charges, and 6  other income that TC Services and other TIAA entities can earn when you invest via a brokerage account. You should understand and ask us about these conflicts as they can affect the investment advice and recommendations we provide to you. This disclosure brochure includes a discussion of conflicts associated with our Planning Services. If you enroll in a TIAA Managed Account, you will receive a separate disclosure document which includes a discussion of the conflicts associated with that program or service. Specifically, for: • For the PAM, PA, or TIAA Personal Portfolio programs you will receive the respective brochure found at https://www.tiaa.org/relationshipdisclosures. If you receive broker-dealer recommendations from us, you will receive a separate disclosure document that includes a discussion of the conflicts associated with such recommendation at the time of the recommendation, found at https://www.tiaa.org/public/pdf/t/TIAA_RegBIDisclosure.pdf. About the Planning Services The Planning Services include the following discrete services: (1) Life Goals Analysis and (2) Personal Financial Plan. Each Planning Service is described in detail here under “Types of Planning Services.” As part of the Life Goals Analysis and Personal Financial Plan services engagement, an Advisor will work with you to help identify and prioritize your goals. When appropriate, Advisors may receive assistance with preparing your Planning Services from a centralized group of financial planners. This group does not make specific product recommendations or receive compensation or asset-based fees from the sale of any products. They are paid salary and a bonus that is based on the financial performance of TIAA and its affiliates, as well as the individual’s performance, among other factors. In the process, the Advisor will gather relevant documents from you such as bank, brokerage, and retirement plan statements and other documents reflecting your assets and liabilities to help assess your financial situation and formulate the analysis to be provided through the Life Goals Analysis and Personal Financial Plan services. The Advisor may ask you to complete a questionnaire to help you identify a risk tolerance level for your investment assets. This risk tolerance level will inform the asset allocation guidance provided through the Planning Services. The guidance assumes a long-term investment time horizon for such assets unless we note otherwise. This information will be used to assess your financial situation and formulate the plan to be provided through the Life Goals Analysis and Personal Financial Plan services described below. The Planning Services are provided to you on a one-time or episodic basis at the time of report delivery, meaning they are provided to you based on your needs at a particular point in time. As a result, there is no ongoing monitoring of your situation or needs. After delivering this report to you, your Advisor ceases to provide Planning Services on behalf of TC Services’ advisory division. We reserve the right to limit, modify, or discontinue offering these Planning Services, with or without notice to you. Any notice delivered to one party when planning jointly will be deemed notice to both parties. We do not provide legal or tax advice. You are under no obligation to purchase or enroll in other products or services as a condition to obtaining the Planning Services. In addition to the Planning Services, TC Services or an affiliate also may offer other analysis services to clients for a fee. Types of Planning Services: The Planning Services provided to you may include one or more of the following discrete services: Life Goals Analysis. A Life Goals Analysis assists you in developing a strategy to help achieve your financial goals. It is intended to help address critical questions such as: whether you are on track to meet 7  your financial goals; how you should allocate your investment assets; and how you can take action. The analysis, depending on which areas and goals you address, is based primarily on your risk tolerance, net worth, investment holdings, sources of income, goals, and objectives. The analysis generally assumes a long-term investment time horizon for investment assets. You cannot impose restrictions on the asset classes that the analysis recommends. The analysis will include a report with important disclosures that you should review carefully. The content and detail of the report may vary based on your needs and circumstances. You should consider carefully all relevant factors before deciding how or whether to implement strategies provided through the Planning Services, including consulting with a tax advisor on tax matters and an attorney on legal matters. If you elect to deviate from the report’s recommendations, then the results and impacts described in the report (such as whether you are on track to meet your financial goals) will change. We also may agree to discuss additional issues within the Life Goals Analysis, such as the adequacy of any assets you have allocated toward emergency savings or towards savings for the cost of college and the question of whether you have sufficient income, capital, and life insurance in order to cover your surviving beneficiaries’ cash flow needs. These evaluations are general in nature and are limited to a brief analysis of any funding shortfalls or surpluses you may face. The Life Goals Analysis also may provide projected rates of returns as a means of comparison. The analysis may rely upon assumptions about future events such as tax status and the rate of inflation. While these projections are based upon accepted principles of portfolio management, these projections are only estimates and not a guarantee of future results. The projections and other information generated about the likelihood of various investment outcomes are hypothetical and may vary with each analysis over time. Moreover, actual results may vary significantly depending upon any changes in your circumstances and economic trends. We do not monitor the recommendations provided by a Life Goals Analysis. As a general matter, upon your request and at our discretion, you may participate in a new analysis session on a periodic basis. Through TC Services’ online portal, you may view certain information related to your most recent Life Goals Analysis and make interactive adjustments to your retirement age, goals, and/or contribution amounts to see how these changes might impact the probability of success of your plan. You may subsequently save your preferences and request further review with an Advisor. The Advisor may present an updated Life Goals Analysis based on these adjustments. The online portal experience is self-directed and does not constitute a Planning Service unless the Advisor provides an updated Life Goals Analysis. Personal Financial Plan. We may provide a Personal Financial Plan to certain clients that have significant assets, complex planning needs, and/or general estate planning considerations. A Personal Financial Plan may be provided in addition to or in lieu of the Life Goals Analysis and is offered on a limited basis at our discretion. If you receive this service, we will help you determine which topics to address in the report. The plan will provide a summary of topics addressed within and identify issues for your further consideration. The Personal Financial Plan provides plan strategies such as modifying current facts (i.e., income, expenses, distribution order, or retirement age), adding new facts (i.e., expenses, income, or insurance), gifts, wealth transfer planning, and stress testing. This is not a comprehensive list of all plan strategies available within the Personal Financial Plan. Plan Strategies will be applied to your plan according to the information you provide, which includes but is not limited to your net worth, investment holdings, sources of income, goals, and objectives. A Personal Financial Plan will analyze the impact of selected plan strategies in comparison to your financial plan without those plan strategies applied. This analysis assumes your current investment portfolio, or a potential alternate investment asset allocation strategy, will be rebalanced annually according to the current or applied model allocation. Restrictions cannot be 8  imposed on the asset classes presented. The plan will estimate the likelihood of success and impacts to your net worth, legacy goals, taxes, and expenses over the life of the plan. The Personal Financial Plan also may provide projected rates of returns as a means of comparison if asset allocation strategies are applied. The analysis may rely upon assumptions about future events such as tax status and the rate of inflation. While these projections are based upon accepted principles of portfolio management, the projections are only estimates and not a guarantee of future results. The projections and other information generated about the likelihood of various investment outcomes are hypothetical, presented only for illustration purposes, and may vary with each analysis over time. Moreover, actual results may vary significantly depending upon any changes in your circumstances and economic trends. The Personal Financial Plan may address legacy life insurance as one option to help fund legacy goals and still have sufficient assets to meet retirement income needs. This analysis is based upon numeric values and premium amounts of a hypothetical life insurance illustration based upon current age and gender. The purpose of this is not to promote life insurance or promote one type of life insurance policy over another. The Personal Financial Plan also may address general estate planning considerations by illustrating both lifetime and at-death transfers to heirs and charities as of the date of death. This illustration makes certain assumptions, which may or may not be appropriate for your circumstances. The terms of the estate plan and the order of death can impact federal and state inheritance and estate taxes differently and may not be accounted for in the illustration. Consult with your legal or tax advisor on your specific situation before making planning decisions. For any stock option or deferred compensation issues, the plan discusses the estimated current value of the options or deferred compensation and proposed distribution strategies, based upon your feedback and retirement plan restrictions. We do not monitor the plan’s output, provide any updates, or provide any reports other than the one written report associated with the Personal Financial Plan. As a general matter, upon your request and at our discretion, you may participate in a new analysis session on a periodic basis. Descriptions of TIAA Managed Account Programs For a complete description of each TIAA Managed Account Program, including investment options, risks, and servicing, please see each program’s ADV brochure, available at: • The PAM program: https://www.tiaa.org/public/pdf/p/Private_Asset_Management_Disclosure_Brochure_Form_ADV .pdf • The PA program: https://www.tiaa.org/public/pdf/portfolio_advisor_wrap_fee_program_disclosure_form_adv.pdf • The TPP program: https://www.tiaa.org/public/pdf/TIAA_Personal_Portfolio_Fee_Wrap_Program_Disclosure_Broc hure_FormADV.pdf Key Differences in TIAA Managed Account Programs and Services An important distinction between wrap fee programs (i.e., TPP and PA) as compared to PAM is that the fees for the wrap fee programs are inclusive of most transaction costs. The TPP and PA programs also use model portfolios that are constructed based on the client’s expressed risk tolerance, time horizon, and investment preferences, whereas PAM’s discretionary account provides a customized portfolio based on 9  the client’s investment plan set forth in the client’s Investment Policy Statement (“IPS”) for the account, and the investments are managed by a dedicated PM. WMAs and WAs will recommend the TIAA Managed Account that is in the client’s best interest. Some key differences between the TIAA Managed Accounts are highlighted in this chart and are as of the date of this brochure (and are subject to change): Account TIAA Portfolio Advisor Private Asset Management TIAA Personal Portfolio (closed to new accounts) Operated by TC Services, a registered investment adviser TC Services, a registered investment adviser TC Services, a registered investment adviser Serviced by Self-service online Advisors Advisors Discretion Discretionary management only Discretionary management only Discretionary management only Investment types Mutual funds and ETFs Mutual funds and ETFs Mutual funds, ETFs, separately managed accounts, stocks, and bonds Investments available Investments available at SEI Private Trust Company that meet TC Services’ and WIM’s (as sub-advisor) criteria for purchase and retention in discretionary client accounts Investments available at Pershing that do not include a surcharge on purchases and sales and that meet TC Services’ and WIM (as sub- adviser) criteria for purchase and retention in discretionary client accounts Investments available at BNY Pershing, LLC (“Pershing”) that do not include a surcharge on purchases and sales and that meet TIAA Wealth Investment Management LLC’s (“WIM”) (as sub- adviser) criteria for purchase and retention in discretionary client accounts Portfolio Construction Model portfolio based on risk, time, and one client preference Customized model portfolio based on risk, time, and eight client preferences Customized portfolio with a dedicated PM (who may elect to use a model portfolio), managed based on client- approved IPS tailored to client’s individual goals and objectives 10  Minimum1 $5,000 $50,000 ($25,000 for TIAA employees) Fee Type “Wrap fee” of 0.30% annually based on assets managed “Wrap fee” based on the market value of assets in the account pursuant to a blended fee schedule with brackets that range from 1.15% to 0.40% annually Suggested $1,000,000 of investable assets in all accounts in the client’s relationship or “household” of PAM accounts. Asset-based fee calculated on the market value of assets in the account pursuant to a fee schedule with brackets that range from 0.50% to 0.15% annually for a fixed income portfolio plus transaction costs for each applicable transaction; and from 0.90% to 0.40% for a blended portfolio of investable assets, plus transaction costs for each applicable transaction. Asset-based advisory fees Fees TC Services Earns Asset-based advisory fees (which is a portion of the wrap fee less costs incurred, such as custody charges, trading costs, and fees paid to sub- advisers) Asset-based advisory fees (which is a portion of the wrap fee less costs incurred, such as custody charges, trading costs, and fees paid to sub- advisers) Cash Target of 1% invested in cash at no charge Target of 1% invested in cash at no charge Sweep Options TIAA Sweep Product with overflow to LIDs TIAA Sweep Product with overflow to Liquid Insured Deposits (“LIDs”) Level of investment in cash is discretionary with parameters based on asset allocation applicable to client’s approved investment objective for client’s account; cash is charged an asset-based fee in accordance with the applicable PAM fee schedule Default option of the Cash Deposit Account. Overflow from main account and all cash held in separately managed accounts to third-party sweep; third-party money 1 Minimums may be changed at our discretion, in whole or in part, in connection with promotional campaigns or for any other reason. 11  market mutual fund may be selected at TC Services’ discretion Can be sold at any time at TC Services’ discretion Can be sold at any time at TC Services’ discretion Can be sold at any time at TC Services’ discretion. Treatment of securities transferred into the account Separate Broker-Dealer Services As a separate broker-dealer service, our financial professionals may educate you regarding certain financial considerations or recommend or refer you to other products and services available through TIAA. These education, recommendation, and referral services are provided in TC Services’ capacity as a broker-dealer and the financial professional’s capacity as a broker-dealer representative. Recommendations made are subject to the standards of conduct depending on the type of recommendation, and these standards of conduct are described in detail in this Item 4 above under “Scope of Services and Applicable Standards.” Our education, recommendation, and referral services include the following: Rollover Recommendations. Our financial professionals may recommend you roll over assets into TIAA accounts (other than TIAA Managed Accounts). Prior to rolling over retirement plan assets into an IRA, you should consider all your options. You may be able to leave assets in your current employer plan, withdraw cash, or roll over the assets into a new employer’s plan if one is available and rollovers are permitted. You should compare the differences in investment options, services, fees and expenses, withdrawal options, required minimum distributions, other plan features, and tax treatment. A detailed description of these considerations may be found at http://www.tiaa.org/public/pdf/Know_Your_Options_from_TIAA.pdf. You should speak with a financial professional for additional information. You also should consider consulting with your tax advisor regarding your situation. As described in detail in this Item 4 above under “Scope of Services and Applicable Standards,” we are acting as a fiduciary when we recommend you roll over retirement plan assets into a TIAA account. Investment Plan Recommendations. You may receive a separate “Investment Plan” along with the Planning Services setting forth fund and annuity specific recommendations on the menu of investment options available in your employer sponsored retirement plan(s) at TIAA if the sponsor of your plan has authorized us to provide it. Additionally, if you have an Investment Solutions IRA (“IS IRA”) or a TIAA IRA (or have indicated a desire to open a TIAA IRA), the Investment Plan also may include recommendations on the core investment options under the IRA. The recommendations are limited to TIAA annuities, Affiliated Funds and mutual funds available through TIAA and are made by Morningstar, an independent third party. The plan sponsor, and not TC Services, is responsible for selecting the investments available within your plan, including associated share classes of mutual funds available through your plan. The Investment Plan does not include recommendations on investment options available in an optional self-directed brokerage window to an employer sponsored retirement plan or an IRA, nor does it provide recommendations on other account types at TIAA (e.g., an IRA enrolled in 12  a managed account program) or your external assets. Multiple share classes, including lower-cost share classes of the Affiliated Funds (defined below), are available in the self-directed brokerage window available to employer sponsored retirement plans, but Affiliated Funds are not offered through the self- directed brokerage window to the TIAA IRA or IS IRA. Lower-cost share classes also may be available in other accounts such as your plan account(s), our managed accounts, and accounts outside of TIAA. The IS IRA is closed to new investors. You may accept, reject, or deviate from the recommendations. In each case, you are solely responsible for implementing any advice provided. TC Services has selected Morningstar to formulate the recommendations in the Investment Plan, and neither TC Services nor its financial professionals act as fiduciaries with respect to those recommendations or their implementation. We do not exercise discretionary authority or responsibility with respect to the investments. The recommendations are provided based on your needs at the time of the recommendation and are made by TC Services as a broker-dealer. Neither TC Services nor its financial professionals review, assess, monitor, or implement the recommendations in your Investment Plan. We do not provide any associated ongoing monitoring or rebalancing services in connection with the Investment Plan. You are responsible for periodically reviewing and rebalancing your holdings. You also can receive these types of recommendations online through various TC Services asset allocation and fund-specific advice tools. In some cases, the plan sponsor of your employer sponsored retirement plans at TIAA (if you have one) may authorize the provision of the Retirement Plan Portfolio Manager Service, which is a separate fee-based rebalancing service for plan participants. This service, where available and elected by you, is provided by TIAA Trust (and not TC Services). Refer to the separate disclosure document for this service, where available. Education. Our financial professionals may provide you with education on various investing and retirement topics not covered by the registered investment adviser services or as a supplement to these services, such as retirement income illustrations and information about various retirement income options. In some cases, the Retirement Income Review or Retirement Income Evaluator tools may be provided to educate you about potential retirement income strategies, including annuitization. Education services also may include providing information about various TC Services and TIAA account types and investment products, such as brokerage accounts and IRAs, mutual funds, annuities and life insurance products, and other investment options, including investment options in employer sponsored plans administered by TIAA. Third Party Products and Services. Our financial professionals may refer you for the purchase of products and services provided by third parties with whom TIAA or TC Services has agreements. Such products or services do not qualify as investments or securities. TIAA receives compensation for referrals for certain products and services pursuant to such agreements, including referral fees and revenue sharing. Products and services for which our financial professionals may refer you include loan products, estate planning services, and tax planning software or services. Please see our Regulation Best Interest disclosure brochure available at https://www.tiaa.org/public/pdf/t/TIAA_RegBIDisclosure.pdf for additional information. Securities Backed-Line of Credit. TC Services has established a referral arrangement with an independent third-party lender, The Bancorp Bank, N.A. (“Bancorp”), to provide PA and self-directed brokerage account clients with the option to establish a securities-backed line of credit (“SBLOC”). TC Services receives compensation from Bancorp on the outstanding SBLOC balances used by its clients that were successfully referred to Bancorp, which is in addition to any other fees TC Services is entitled to for the services it provides to PA and self-directed brokerage clients, such as the Program Fee for PA (which applies to account assets pledged to Bancorp as collateral for an SBLOC). Therefore, TC Services has a financial interest in its clients establishing an SBLOC with Bancorp and having outstanding loans under the SBLOC. Under an SBLOC with Bancorp, the assets of your PA or self-directed brokerage account are 13  pledged as collateral against the loans you draw under the SBLOC. TC Services is not the lender for an SBLOC, and your decision to establish an SBLOC relationship with Bancorp is made in your discretion and is independent from your relationship with TC Services. Assets Under Management As of December 31, 2024, TC Services’ advisory division managed $34,343,329,152 on a discretionary basis, and $0 on a non-discretionary basis. Item 5 – Fees and Compensation How TC Services is Compensated for Registered Investment Adviser Services Planning Services. We do not charge you a separate fee for the Planning Services but reserve the right to do so in the future. However, TC Services, its financial professionals, and TIAA affiliates receive compensation if you choose an account or product or buy or sell securities we recommend after receiving the Planning Services. You will pay the fees and costs associated with the account, product, purchase, or sale. If you choose a broker-dealer account or product, you can find more information about their fees and how TC Services, its financial professionals, and affiliates are compensated and the associated conflicts of interest in our Regulation Best Interest disclosure brochure available at https://www.tiaa.org/public/pdf/t/TIAA_RegBIDisclosure.pdf. TC Services and its affiliates provide distribution and administrative services to the mutual funds and variable annuities available through employer sponsored retirement plans at TIAA, the TIAA IRA, and the IS IRA and receive shareholder servicing and other administrative fees in connection with these services. If you choose an RIA account or product, you can find a summary about their fees and how TC Services, its financial professionals, and affiliates are compensated as described in detail in this Item 5 below under “Compensation of TC Services Financial Professionals” and more information in the applicable disclosure brochure available at https://www.tiaa.org/relationshipdisclosures. Fees and Costs Considerations for Managed Accounts TIAA Managed Accounts charge advisory fees and have additional costs associated with them. Below is a general description of the material differences in fees and costs you pay and the associated conflicts of interest that you should consider. For a detailed description of the fees, costs, and associated conflicts of interest for the TIAA Managed Accounts, you can request for review a copy of their respective disclosure brochures or find them at https://www.tiaa.org/relationshipdisclosures. Management Fees and Frequency. Each TIAA Managed Account charges an advisory management fee. For TPP and PA, this fee is a “wrap fee” charged quarterly based on the market value of the assets in the account, inclusive of transaction costs for each trade made for the account through TC Services’ brokerage division. For PAM, this fee is charged monthly based on the market value of assets in the account plus transaction costs for each applicable trade made for the account through unaffiliated broker- dealers selected at TC Services’ discretion. TC Services may negotiate fee arrangements, at its discretion, based on account type, client relationship, complexity and extent of services provided, number of different accounts, total assets under management or custody, or other factors. For PAM, the more trades that occur, the more you pay. Specific transaction costs for PAM are disclosed to you at or before enrollment in the service, but are typically (a) $0.004 per share for all domestic equity and ETF transactions, which may vary based on broker selection and trading practices (as described in detail in Item 12 below under “Brokerage Practices”); (b) a basis point fee that varies depending on the local 14  market for each transaction in foreign ordinaries; and/or (c) $27.80 for each sell transaction per million dollar of assets. TPP charges 30 basis points annually for the assets in the account. Both PA and PAM use fee schedules to calculate the advisory management fee. The fee schedules for the discretionary accounts have been provided below for comparative purposes and are current as of the date of this brochure. They are subject to change with notice only to materially impacted clients enrolled in either PA or PAM. Both PA and PAM provide the benefit of householding accounts in each service for fee reduction purposes. PA Blended Fee Schedule Value Bracket Annual Fee as % First $150,000 1.15% Next $150,001 - $300,000 1.00% Next $300,001 - $750,000 0.85% Next $750,001 - $1,000,000 0.75% Next $1,000,001 - $1,500,000 0.70% Next $1,500,001 - $3,000,000 0.65% Next $3,000,001 - $4,000,000 0.60% Next $4,000,001 - $5,000,000 0.50% Over $5,000,000 0.40% PAM Exclusively Fixed Income Fee Schedule PAM Blended Fee Schedule Value Bracket Annual Fee as % Value Bracket Annual Fee as % 0.50% 0.90% First $1,000,000 of market value First $1,000,000 of market value Next $2,000,000 0.35% Next $2,000,000 0.70% Next $2,000,000 0.25% Next $2,000,000 0.50% Next $5,000,000 0.20% Over $5,000,000 0.40% Over $10,000,000 0.15% Based on a comparison of advisory management fees and without regard to the cost of the additional services provided in the PAM program, including a dedicated PM, TIAA typically has an incentive for TC Services to recommend a PAM account over a PA account when the client is eligible for both. This is because the blended fee rate that you pay on a PAM account can be greater than the rate you would pay on a PA account (depending on account size and mix of asset classes). Other Fees. In addition to the advisory management fees and any transaction costs associated with PAM, clients pay additional fees that are largely similar among the TIAA Managed Accounts. These fees include: (i) investment expenses associated with the mutual funds and ETFs held in the account as 15  disclosed in each fund’s prospectus, and (ii) contingent deferred sales charges or other charges that may be incurred upon the sale of a security transferred into an account at the client’s request. PA and TPP also could charge account fees that can include various account maintenance fees, transfer fees, a termination fee, distribution or shareholder servicing fees, and/or redemption fees. The TIAA Managed Accounts have processes in place that are intended to select funds that do not charge distribution, administrative, sub-transfer agency, or shareholder services fees (such as 12b-1 fees). If funds with these fees are selected within PA and TPP they will be rebated to clients. If funds with these fees are selected within PAM, they will be paid to SEI Private Trust Company. For more information on these other fees and rebate practices, see each TIAA Managed Account’s disclosure brochure, which you can request from our financial professionals or find at www.tiaa.org/relationshipdisclosures. Affiliated Funds. TIAA Managed Accounts can invest in funds that are sponsored, managed, advised, or manufactured by TIAA affiliates, such as the various registered funds of Nuveen Investments, Inc. (“Affiliated Funds”). The amount of Affiliated Funds included in your account will vary among accounts. TIAA and its affiliates have a conflict of interest in selecting Affiliated Funds for TIAA Managed Accounts because TIAA affiliates earn compensation for advisory, distribution, and administrative services provided to the Affiliated Funds. This compensation is in addition to the fee associated with the TIAA Managed Account, resulting in the receipt of two levels of fees. We seek to address the conflict by disclosing it to clients and providing clients with detailed information about their accounts’ allocation to individual positions. We also seek to mitigate this conflict for IRAs by providing certain fee credits for Affiliated Funds invested within the TIAA Managed Accounts. These additional fees may be significant, both in absolute dollar amounts and relative to TIAA’s net income. The receipt and retention by TIAA and its affiliates of these fees create an incentive for TIAA to cause the TIAA Managed Accounts 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 and the ways we address the associated conflicts of interest appear in each TIAA Managed Account’s disclosure brochure, which you can request or find at https://www.tiaa.org/relationshipdisclosures. You should consider this additional fund-related compensation when evaluating the amount and appropriateness of the fees we earn in connection with the TIAA Managed Accounts. Cash Allocations. There are material differences among how cash balances are treated in the TIAA Managed Accounts. Below is a general description of these material differences and the associated conflicts of interest that you should consider. For a detailed description of the cash in these accounts, you can request for review a copy of their applicable disclosure brochures or find them at https://www.tiaa.org/relationshipdisclosures. PA and TPP programs do not charge on cash balances in the account and target cash allocations in the accounts at 1%, which will only shift based on clients’ direction to deposit or withdraw cash or due to market fluctuations. PAM charges on cash balances and has limitations on the cash allocations in the account, which are pursuant to the client’s IPS. TIAA sold its wholly owned bank subsidiary, 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 TIAA, FSB, now rebranded as EverBank (“EverBank”). TIAA retained the trust division of TIAA, FSB through 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, 16  TC Services continues to use the TIAA Sweep Product provided by EverBank and is paid to refer clients to EverBank for deposit products. TIAA retains a non-controlling interest in EverBank. TIAA maintains an equity ownership in EverBank, of which less than 10% is a voting ownership interest, and controls a board seat, in addition to an economic interest. This creates a conflict of interest because TIAA (our parent) has an economic interest in EverBank in addition to the compensation we and our affiliates earn when we refer clients to EverBank or recommend brokerage accounts and TIAA IRAs that utilize the EverBank cash sweep options or deposits within the accounts. Further, EverBank is not obligated to pay clients the same rate as paid to its other customers, and the interest rate paid to clients may be lower than that paid to other bank customers based on the terms of service being offered. Additionally, the TIAA Managed Accounts have different sweep options for cash in the account. PA and TPP allow for all cash balances, up to a maximum deposit amount (currently $248,500), to be swept into an omnibus deposit account at EverBank. EverBank is a national bank. See the TIAA Sweep Product terms and conditions found at https://www.tiaa.org/public/pdf/Bank_Sweep_TC.pdf for more information. Cash balances in excess of the maximum deposit amount are deposited into a separate overflow bank sweep product sponsored by Pershing and Reich & Tang Deposit Solutions, LLC – the Liquid Insured Deposits product (“LIDs”). Through LIDs, a variety of participating banks unaffiliated with TIAA may receive deposits. See the LIDs terms and conditions found at https://www.tiaa.org/public/pdf/m/managedaccounts_lids_termsconditions.pdf for more information. PAM sweeps your cash balances into a Cash Deposit Account at EverBank. See Item 5 - Fees and Compensation found at https://www.tiaa.org/public/pdf/p/Private_Asset_Management_Disclosure_Brochure_Form_ADV.pdf. When a TIAA Cash Deposit Account gets above $248,500, these funds may be swept into one or more other interest-bearing deposits of unaffiliated FDIC insured depository institutions other than EverBank, a money market mutual fund, or another short-term non-deposit investment product. Rates among sweep vehicles differ, but rates for the Cash Deposit Account used for PAM accounts historically have been higher than rates for the TIAA Sweep Product used in PA and TPP. EverBank, as well as other banks that may receive deposits through bank sweep vehicles and cash deposit accounts, earn net income from the difference between the amount that the bank pays to clients and the income the bank earns on loans, investments, and other assets. EverBank sets the interest rates for deposits through the TIAA Cash Deposit Account and the TIAA Sweep Product and earns more when there are higher deposit amounts and lower interest rates paid. As a result, EverBank benefits when your cash is swept into either the TIAA Cash Deposit Account or the TIAA Sweep Product with LIDs overflow. Use of the TIAA Sweep Product for PA and TPP also presents a conflict of interest for TC Services because: (1) TC Services earns compensation (an asset based fee) based on the amount of assets in the TIAA Sweep Product from non-managed brokerage accounts (TC Services does not earn any fees for PA and TPP assets placed in the TIAA Sweep Product); (2) TIAA owns a minority interest in EverBank and EverBank earns compensation on deposits it accepts through the TIAA Sweep Product; and (3) TIAA benefited in the Transaction by agreeing to use the TIAA Sweep Product for a pre-determined amount of time even when other options could generate a higher yield for you. Note, however, that as part of the Transaction, EverBank must maintain the TIAA Sweep Product rates at a rate that is no less than the rates offered by LIDs. Should the TIAA Sweep Product rates not meet the minimum requisite rate, TC Services may replace the TIAA Sweep Product with a more advantageous cash option. In addition to the TIAA Cash Deposit Account program described above, PAM also offers money market mutual fund sweep options. PAM only allows a money market mutual fund sweep option in limited 17  circumstances at its discretion. When money market mutual funds are selected, the money market mutual fund typically deducts an advisory fee, which is part of the money market mutual fund’s expense ratio that clients bear indirectly as shareholders of the money market mutual fund. TIAA and its affiliates earn more where the TIAA Cash Deposit Account or the TIAA Sweep Product are the sweep vehicle than it does where a money market mutual fund is the sweep vehicle. TC Services seeks to address these conflicts of interest by disclosing them to you. For more information, see the disclosure brochures for each of the TIAA Managed Accounts at https://www.tiaa.org/relationshipdisclosures. Current rates for the TIAA Sweep Product option offered for PA and TPP can be accessed at www.tiaa.org/BrokerageForms or by calling (800) 927-3059. Current rates for the TIAA Cash Deposit Account and the money market mutual fund sweep options can be accessed by calling an Advisor, PM, or administration team assigned to your PAM account. Compensation of TC Services Financial Professionals and PMs WMAs, WAs, and other TIAA representatives (collectively, “Financial Professionals”), in addition to PMs, will receive compensation as a result of assisting you. Their compensation is comprised of a salary and discretionary variable bonus (“bonus compensation”). The size of the bonus compensation is based on a number of factors, including quantitative and qualitative performance criteria, the performance of TIAA and its affiliates, including TC Services, and the individual performance of the Financial Professional and/or PM (and in some cases on team performance). The metrics used to assess the individual performance of our Financial Professionals and PMs vary by role. When the compensation differs based on which product or service is recommended for clients, this presents a material conflict of interest. All Financial Professionals and PMs have an incentive to recommend products and services available through TIAA that increase his or her compensation and the compensation to TIAA and its affiliates, including TC Services. We address this conflict by disclosing it to you and by requiring that recommendations to open, contribute, or consolidate assets into TIAA products and services are assessed, in accordance with the applicable regulatory standard, to determine whether they are appropriate for clients’ financial needs. Additionally, recommendations (if the Plan allows) of how to allocate current investments in Plans at TIAA along with future contributions as well as mutual funds and annuities from TIAA affiliates available through the IRAs are made by an independent third party. Compensation of PMs. If we provide investment management services to you, the PM assigned to your account is paid a salary and is eligible for an annual discretionary variable bonus from TIAA, which is part of a firm-wide bonus pool. The size of the bonus is based on the performance of TIAA, its affiliates, as well as the individual performance of the PM. The metrics applied to assess individual performance include both quantitative and qualitative factors. Quantitative factors include the ability of the PM to retain accounts within TC Services and account performance relative to internally developed benchmarks. Other factors, such as work quality, good client experience, and upholding TIAA’s core values round out the qualitative factors. 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. 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 IS IRA) as for gathering and retaining assets in TIAA Managed Accounts. TIAA pays WMAs the same bonus compensation for implementing asset allocation advice for plans and IRAs as it does for clients who have enrolled in asset rebalancing services in Plans. 18  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 in recent past years, 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 Book Award, Sales, Goals, 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’ bonus compensation. Book Award: WMAs receive variable bonus compensation for assets held in the following types of client accounts: Individual retirement accounts administered by TIAA (including brokerage window accounts), • Plans (including deferred or immediate annuities and brokerage window accounts), • Discretionary managed 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, self-directed brokerage, life insurance, long- term care insurance, 529 plans, or third party referral products and services (unless otherwise noted) are not included in the Book Award. WMAs will only receive Book Award credit for client accounts that meet the following initial “activation” circumstances: Within the last 24 months (i) transferring at least $1,000 of new assets to TIAA based on a recommendation or referral from a TIAA Advisor (the transfer can be to a plan or a non-plan product); (ii) partially or fully implementing allocation recommendations for plan, TIAA IRA, IS IRA, or ATRA assets provided by TC Services; (iii) enrollment in certain discretionary plan asset rebalancing services or TIAA RetirePlus; (iv) opening a discretionary managed account (generally limited to accounts in the PA or PAM programs); or (v) creating a lifetime income stream through annuitized assets at TIAA based on a recommendation delivered by the WMA. In addition, Advisors can continue to keep clients activated, or reactivate clients, through financial planning activities, including the delivery of a Life Goals Analysis or Personal Financial Plan or through a Financial Goals Review. These activation triggers create conflicts because WMAs and TC Services have an incentive for you to enroll in managed accounts, Plan asset rebalancing services, and TIAA RetirePlus, to partially or fully implement asset allocation recommendations for Plans, TIAA IRA, IS IRA, or ATRA, to recommend creating a lifetime income stream through annuitization of Plans, TIAA IRA, IS IRA, or ATRA assets, and to transfer new assets to TIAA, and for you to continue to engage through TC Service-sponsored financial planning activities. The Book Award also creates a conflict as WMAs are rewarded for the growth and retention of assets at TC Services. WMAs and TC Services 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 asset rebalancing services and TIAA RetirePlus. TIAA receives ongoing compensation for a client’s participation in Plan asset rebalancing services and TIAA 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 WMA sales into TIAA (i.e., Sales). WMAs are only compensated when the source of the funds is external to TIAA, except that WMAs are compensated when funds held in a self-directed brokerage account are invested into another account at TC Services. All WMAs are paid the same for Sales into plan and non-plan 19  products and services. Depending on the WMA’s role and tenure at TIAA, certain WMAs are paid directly on Sales, whereas for other WMAs, Sales are counted towards the assets and rate for the Book Award. The WMA’s compensation does not vary based on the account type or product. Sales associated with banking, annuitization/life-time income, self-directed brokerage assets, mutual funds, insurance referrals, and third party referral products and services (unless otherwise noted) 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 or managed by TIAA affiliates (including 529 plans for which an affiliate of TIAA acts as program manager) 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 managed accounts over self-directed brokerage accounts. Goals: In addition to the Book Award and Sales, WMAs also receive variable compensation based on quantitative 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 referrals to affiliates and third parties and rewards WMAs for successful sales, as measured against each WMA’s goal of gathered assets external to TIAA as compared to their peers. 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. 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 and Sales 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 WAs. The criteria to determine the amount of bonus compensation for WAs include credit for gathering external assets, engaging with clients and having them retain assets at TIAA, creating a lifetime income stream through annuitization, and referring clients to WMAs or third parties. The WAs are rewarded equally regardless of the type of TIAA solution utilized for external assets. In addition, WAs are compensated based on the number of times clients: implement recommendations of how to allocate 20  current holdings and future contributions among investment options offered by plans at TIAA (if plan allows), the IRAs, or ATRA; create a lifetime income stream through annuitization; are referred to TIAA affiliates and third parties for life insurance, tuition financing, or EverBank for banking needs and rollover/ transfer from one TIAA product to another. Each of these activities creates a conflict of interest for the WA. WAs are compensated for delivering reports to clients related to financial planning, recommendations of how to allocate current holdings and future contributions among investment options offered by plans at TIAA (if plan allows), IRAs, or ATRA, retirement income strategies, and annuity income illustrations as well as discussing certain plan advice services, conducting initial meetings, and certain period goal review meetings. WAs are also assessed on their service quality, leadership, and teamwork, as well as on their client survey results and adherence to company policies and regulatory standards. The results of these measurements are compared against all other WAs to determine bonus compensation. Compensation of Representatives for Referrals to Wealth Management Advisors and Wealth Advisors. Where appropriate, other client-facing representatives associated with TC Services, acting in their capacity as broker-dealer representatives, refer clients with more complex investment needs to WMAs and WAs. 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 WAs. We address this conflict by disclosing it to you and requiring that transactions recommended to purchase our products and services by WMAs and WAs be assessed 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, WAs, 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. Other Payments. In certain instances, mutual funds (through their investment managers or other affiliated companies) will sponsor educational events and pay expenses of Advisors attending those events. TIAA policies require that the training or educational portion of these events comprise substantially all of the event. 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. TC Services Conferences. TC Services hosts internal business meetings, seminars, and conferences (“Conferences”) for invited TC Services’ Financial Professionals. These Financial Professionals include WMAs and WAs, members of their team (including managers), and employees who provide product, investment, and support functions (including TIAA Trust Personnel). The Conferences are organized on either a national or regional level. 21  Item 6 – Performance-Based Fees and Side-By-Side Management We do not charge performance-based fees, which are fees based on a share of an account’s capital gains or appreciation. Item 7 – Types of Clients Clients of the Registered Investment Adviser Services We primarily provide the registered investment adviser services to individuals who have a pre-existing relationship with TIAA, often through their participation within a TIAA administered employer sponsored retirement plan, such as a 403(b) plan. However, we also provide registered investment adviser services to other individuals without a pre-existing relationship with TIAA, and also to organizations such as trusts, estates, partnerships, corporate entities, and small retirement plans. We only provide registered investment adviser services to U.S. residents. Requirements of the Registered Investment Adviser Services and TIAA Managed Accounts Registered investment adviser services are subject to certain requirements: Planning Services. The Planning Services are generally appropriate for individuals who have holistic planning needs not limited to retirement and/or more complex financial planning needs. TIAA Managed Accounts. TIAA Managed Accounts are subject to certain minimums. As of the date of this brochure: (i) for TPP there is a minimum investment amount of $5,000; (ii) for PA there is a minimum investment amount of $50,000 ($25,000 for TIAA employees); and (iii) PAM does not have a minimum investment amount. These minimums are subject to change with notice only to impacted clients enrolled in the applicable program. For more information about these requirements, you can request for review a copy of each TIAA Managed Account’s disclosure brochures or find it at www.tiaa.org/relationshipdisclosures. Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss Planning Services The advice provided through the Planning Services is based on strategies consistent with prudent long- term investing and diversification principles and on information you provide, as well as certain assumptions (e.g., life expectancy). The analysis includes projections regarding the likelihood of various investment incomes. These projections are hypothetical in nature, neither reflect investment results nor the deduction of investment fees and expenses and are not guarantees of future results. Any investment is subject to risk of loss that you should be prepared to bear. The rate of return for various portfolios reflects a composite rate for all the asset classes included in those portfolios. The projections are dependent in part on subjective assumptions about the rate of inflation and rates of return for different asset classes. It is difficult to predict these rates accurately and historical averages may not recur in the future. Changes in the law, financial markets, or your circumstances each can cause substantial deviations from the projections. The asset allocation models used in connection with the Planning Services range from very conservative to very aggressive. These models include equities, fixed income, cash equivalents or money market funds, 22  and guaranteed income investments. Equities historically provide higher returns than other asset classes, but at considerable risk to principal. Fixed income investments historically provide lower returns than equities and are sensitive to interest rate changes but provide less risk to principal. These risks are described in detail in the respective disclosure documents for each security, which contain important information that investors should read carefully before investing. Guaranteed income investments (e.g., fixed annuities) are subject to the claims paying ability of the insurance company issuing the annuity. TIAA Managed Accounts WMAs that provide the Planning Services can recommend the TIAA Managed Accounts. WAs that provide the Planning Services can recommend PAM or PA accounts or additional contributions to a TPP account. Advisors typically do not recommend both PA and PAM accounts to you but rather believe that it is in your best interest to have one or the other, particularly because as your assets in either of these accounts increase, your fees on additional assets may decrease. When formulating a recommendation for a client to open, contribute, or consolidate assets into either a PAM account or a PA Account, our methods of analysis are based on the client’s needs and circumstances, which may include the following: product minimums (whether a client can meet the applicable minimum investment requirement for the account); fees and expenses (the advisory fee and underlying expenses for the account); tax implications (potential tax consequences related to the account without providing tax advice); level of service needed (the client’s desire to control their accounts); appropriate strategy (the type of strategy the client would receive in the account based on their age, net worth, needs, and preferences); other alternatives (other account types that may be appropriate for the client); and, in the case of a rollover, any lost benefits in moving assets to the account. Recommendations for current TPP clients to contribute or roll over funds into an existing TPP account also are made based on the above factors. Given the lower minimum investment amount, low cost, digital nature of the account, and that the account is a self-service account, TC Services clients may have both a TPP account and either a PA or PAM account. All recommendations to open, contribute, or consolidate assets into a TIAA Managed Account are reviewed in accordance with applicable regulatory standards, to determine whether they are appropriate for clients’ financial needs. WMAs and WAs do not provide advice on how to invest assets within PAM nor manage the assets enrolled in PAM. TC Services, WMAs, and WAs do not review individual account performance. Clients should review the investments in their account and associated performance with the PM assigned to their account. Risk of Loss. Any investment is subject to a risk of loss that you should be prepared to bear. Risks associated with specific investments used in the TIAA Managed Accounts are described in detail in the respective disclosure document for each TIAA Managed Account, which contain additional important information that investors should read carefully before investing. The methods of analysis for the investment strategies used in the TIAA Managed Accounts and associated risks also are described in detail in their respective brochures. You also can request for review a copy of each TIAA Managed Account’s disclosure brochure or find the brochures at https://www.tiaa.org/relationshipdisclosures. 23  Item 9 – Disciplinary Information 1. On February 16, 2024, the SEC issued an order regarding conduct TC Services had self-reported to the SEC in connection with an SEC Regulation Best Interest examination. Without admitting or denying the findings, TC Services consented to the entry of an order (the “Settlement Order”) finding that between June 30, 2020 and November 1, 2021, it violated Rules 15l-1(a)(1) and (2) under the Exchange Act when making recommendations to customers to open TIAA IRA and IS IRA accounts. The Settlement Order found that the IRA accounts contained a core menu of affiliated mutual funds, and that TC Services did not adequately disclose or consider the availability of lower cost share classes of those affiliated mutual funds within optional brokerage window accounts available to TIAA IRA and IS IRA accountholders. Pursuant to the Settlement Order, TC Services consented to a censure and was ordered to cease and desist from committing or causing further violations of Rules 15l-1(a)(1) and (2) under the Exchange Act. TC Services also was ordered to pay disgorgement of $936,714 and prejudgment interest of $103,424.91, and a civil penalty of $1.25 million. The Settlement Order notes various prompt efforts undertaken by TC Services in 2021 to self-report, disclose and remediate the issues. 2. On July 13, 2021, TC Services entered into settlements with the SEC and the New York Attorney General (“NYAG”), without admitting or denying the findings. The settlements state that during the period January 1, 2012 to March 30, 2018, TC Services made false, inaccurate or misleading statements in the marketing of PA managed accounts, and (1) failed to correctly or adequately disclose to clients the financial incentives and conflicts of interest for WMAs to recommend rollovers from a TIAA Plan to the PA program, over other investment options that would earn less compensation for the WMA and less revenue for TC Services; (2) provided clients with incomplete and misleading information about their investment options, including the existence of other investment options with lower costs and/or better net-of-fees modeled returns, particularly the option of retaining assets in employer-sponsored plans; and (3) provided training that confused WMAs, who made inaccurate and confusing statements concerning the legal standard under which WMAs were acting when making investment recommendations, with WMAs believing and stating that they were acting as fiduciaries. In the settlements, TC Services was found to have violated, and was ordered to cease and desist from committing or causing further violations of: (1) Sections 206(2), 206(4) and 206(4)(7) of the Investment Advisers Act of 1940; (2) Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933; and (3) the Martin Act, New York Executive Law section 63(12) and New York common law. TC Services also was ordered to provide client restitution in the amount of $97 million, which included a $9,000,000 SEC penalty, return of a portion of fees in the amount of $73,985,572 and prejudgment interest of $14,014,428, to approximately 20,000 former or current clients who opened a PA account using assets from a TIAA-administered retirement plan between January 1, 2012 and March 30, 2018. In resolving the matter, the NYAG and SEC acknowledged certain measures taken by TC Services prior to and during the investigations, including: (1) changes to WMA compensation to remove differential compensation between managed accounts and other retirement plan options; (2) the decision to hold all WMAs to a fiduciary standard when recommending the PA program; and (3) enhancements to training, disclosures, supervision, and policies and procedures to improve its practices regarding the issues in the settlement. Pursuant to the settlements’ terms, TC Services has undertaken to notify affected clients of the terms of the settlements, to continue to hold all WMAs to a fiduciary standard when recommending the PA program, to review and improve as necessary the training programs and disclosures, and to report to the SEC and NYAG regarding compliance with the undertakings and relief provisions. For a copy of the SEC order, see https://www.sec.gov/litigation/admin/2021/33-10954.pdf 24  3. On March 11, 2019, the SEC issued an order regarding conduct TC Services had self-reported to the SEC in connection with the Share Class Selection Disclosure Initiative (the “Initiative”). Without admitting or denying the findings, TC Services consented to the entry of an order (the “Settlement Order”) finding that it violated Sections 206(2) and 207 of the Advisers Act by not adequately disclosing to clients enrolled in the PA and Portfolio Manager programs certain conflicts of interest related to the receipt of 12b-1 fees and selection of mutual fund share classes that pay such fees. Pursuant to the Settlement Order, TC Services consented to a censure and was ordered to cease and desist from committing or causing further violations of Sections 206(2) and 207 of the Advisers Act. TC Services also was ordered to disgorge a total of $2,102,380.21 in 12b-1 fees received, plus $293,342.08 in prejudgment interest, to affected investors and to notify affected investors of the Settlement Order’s terms including the following undertakings: (1) review and correct as necessary all relevant disclosure documents concerning mutual fund share class selection and 12b-1 fees; (2) evaluate whether existing clients should be moved to a lower-cost share class and to move clients as necessary; and (3) evaluate, update and review for the effectiveness of their implementation, TC Services policies and procedures to ensure that they are reasonably designed to prevent violations of the Advisers Act in connection with disclosures regarding mutual fund share class selection. The SEC did not impose a civil penalty on TC Services based on TC Services self-reporting through the Initiative. 4. On November 22, 2016, TC Services entered into a settlement, known as a letter of acceptance, waiver and consent (“AWC”) with FINRA, a self-regulatory organization for broker-dealers. The settlement related to how TC Services confirmed transactions it effected between 2004 and 2015 for employer retirement plans record-kept by TIAA. TC Services accepted and consented to the entry of findings (without admitting or denying the findings) that it failed to deliver confirmations for certain transactions and delayed delivery of confirmations due to technological issues and ambiguities in a vendor contract, and did not denote the firm’s capacity as agent on certain confirmations, resulting in violations of Securities Exchange Act Rule 10b-10, NASD Rule 2230 and FINRA Rule 2232 related to customer confirmations, and NASD Rule 2110 and FINRA Rule 2010 related to standards of commercial honor and principles of trade. TC Services further consented to a censure and fine of $275,000. In resolving the matter, FINRA recognized that TC Services: (1) timely self-reported the foregoing confirmation issues to FINRA; (2) prior to detection or intervention by a regulator, engaged outside counsel and an independent consultant to conduct an internal forensic investigation of the relevant issues; (3) promptly took corrective action and revised its policies and procedures regarding confirmation production and delivery; (4) hired additional staff dedicated to ensuring proper confirmation production and delivery; and (5) provided substantial assistance to FINRA by sharing the results of its internal investigation and voluntarily and promptly providing updates regarding additional confirmation delivery issues discovered during its internal investigation. Item 10 – Other Financial Industry Activities and Affiliations TC Services also is registered with the SEC as a broker-dealer, and many of its management persons are registered with FINRA as representatives of TC Services (if registration is necessary and appropriate to perform their responsibilities). TC Services has certain relationships or arrangements with related persons that are material to its advisory business or its clients. Below is a description of such relationships and some of the conflicts of interest that arise from them. TIAA is the sole owner of TC Services and provides a variety of services that are material to TC Services’ registered investment adviser services, including administrative, legal, and marketing support. All TC Services financial professionals are employees of TIAA and are deemed supervised persons of TC 25  Services. Certain officers and directors of TC Services also serve in similar capacities with other affiliated investment advisers. Item 11 – Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading TC Services’ advisory division has a Code of Ethics and Personal Trading Policy (“Code of Ethics Policy”) that regulates the personal securities trading activities of investment personnel and other persons with access to confidential trading information (collectively “access persons”). The Code of Ethics Policy requires access persons to address conflicts of interest appropriately, e.g., when investing in or making additional contributions to investments that are branded, sponsored, advised, or sub-advised by TIAA or its affiliates. It ultimately seeks to ensure that access persons place the interests of clients of TC Services ahead of their own interests with respect to their personal securities trading activities. All access persons and members of their households must report their personal holdings and transactions in covered securities. Certain access persons are subject to certain restrictions and prohibitions in trading for their own accounts and are subject to pre-clearance of certain securities transactions by a compliance unit. The Code of Ethics Policy also prohibits the misuse of material nonpublic information and confidential information. TC Services’ advisory division prohibits or limits the purchase of securities in initial public offerings and private placements. Our financial professionals may purchase or sell for their personal account securities recommended to you, subject to the limitations of the aforementioned Code of Ethics Policy. You may request a copy of the Code of Ethics Policy. SEC rules require broker-dealers to maintain a minimum amount of working capital. TC Services may invest this working capital in money market mutual funds, mortgage-backed securities, investment grade corporate bonds, or U.S. Treasury Securities. Except for securities invested for this limited purpose, TC Services generally does not buy or sell its own portfolio securities that it may recommend to you. As described in Item 5 above under “How TC Services is Compensated for Registered Investment Adviser Services,” TC Services and its affiliates receive compensation for services they provide to TIAA affiliated products, including variable annuities and mutual funds, which include but are not limited to distribution, administrative, and advisory services. Refer to the prospectuses and statements of additional information of the applicable affiliated product(s) for a complete description of these fees and payments. Investing in affiliated products poses a conflict of interest, as TIAA and its affiliates receive more revenue than when recommending unaffiliated products. To address this potential conflict, the Planning Services do not recommend specific securities to you. Item 12 – Brokerage Practices Planning Services The Planning Services do not provide investment recommendations and therefore do not select or recommend broker-dealers for client transactions. Neither TC Services nor TIAA Trust engages in soft dollar practices. No client referrals are received as a result of selecting or recommending a broker-dealer. TIAA Managed Accounts TIAA Managed Accounts’ execution and trade aggregation practices differ as described in this section. See the chart in Item 4 above under “Key Differences in TIAA Managed Account Programs and Services” for other key differences in practices among the TIAA Managed Accounts. 26  Execution and Trade Aggregation Practices for PA and TPP. TC Services’ advisory division requires that clients execute transactions through TC Services’ brokerage division and Pershing because any transaction costs incurred through other broker-dealers are in addition to, and not included within, the “wrap fee” for these accounts. Not all registered investment advisers require their clients to direct brokerage. TC Services’ advisory division has an incentive to maintain Pershing as a clearing broker because Pershing provides TC Services with certain economic benefits by allowing TC Services to use its brokerage division as the broker-dealer for its advisory program accounts, rather than an unaffiliated broker-dealer. This presents a conflict of interest for TC Services’ advisory division because a greater portion of your fee remains within the TIAA family of companies than if TC Services’ advisory division used a third party to provide these services. We mitigate this conflict by disclosing it to you and by reviewing TC Services’ brokerage divisions and Pershing’s execution quality. By routing all orders through Pershing for execution, TC Services may not be able to achieve most favorable execution on any given transaction; however, TC Services performs ongoing reviews of Pershing’s execution quality for account transactions utilizing analytics from a third-party provider and addresses exception items with Pershing, as needed. TC Services’ advisory division seeks to aggregate client purchase and sale orders in the same securities and allocate trades in a manner designed to achieve fair and equitable treatment of all of its clients. Where consistent with TC Services’ duty to seek best execution, client orders will be aggregated for trading across both PA and TPP managed accounts. Where orders are aggregated, 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 otherwise have occurred had these orders been placed separately. More information about the execution and trade aggregation practices for these managed accounts can be found in the PAM disclosure brochure available at https://www.tiaa.org/public/pdf/p/Private_Asset_Management_Disclosure_Brochure_Form_ADV.pdf , the PA disclosure brochure available at https://www.tiaa.org/public/pdf/portfolio_advisor_wrap_fee_program_disclosure_form_adv.pdf and the TPP disclosure brochure available at https://www.tiaa.org/public/pdf/TIAA_Personal_Portfolio_Fee_Wrap_Program_Disclosure_Brochure_Fo rmADV.pdf. Execution and Trade Aggregation Practices for PAM. TC Services and TIAA Trust (as custodian) execute through unaffiliated broker-dealers that TC Services selects at its discretion. In making this selection, the primary objective is to seek to obtain the best execution of orders at the most favorable net price based on the market circumstances prevailing at the time of the transaction. The selection also may be based on additional factors, including the ability to handle particular orders or special execution, competitiveness of commission rates, ability to execute transactions promptly, financial responsibility, quality of service provided, and general reputation in the industry. TC Services and TIAA Trust (as custodian) do not give consideration to broker-dealers who provide research services to them. TC Services and TIAA Trust may enter into cross trades on behalf of two or more clients in aiming to seek and obtain best execution. This represents a conflict of interest, which TC Services address by obtaining independent pricing information from at least one unaffiliated broker-dealer. TC Services also aims to aggregate and allocate trading in a manner designed to achieve fair and equitable treatment of its clients. In certain circumstances it may not aggregate orders, which can result in higher costs and/or less flexibility in the execution of trades. We reserve the right to aggregate orders for the purchase or sale of the same security approved at approximately the same time for multiple client accounts across the TIAA Managed Account programs, to 27  the extent that there are contemporaneous trades in the same securities across these programs. TC Services may do so as long as: (i) the resulting securities (if a purchase transaction) or proceeds (if a sale transaction) are allocated fairly and equitably among the participating accounts; (ii) if there should be any deviation from the intended allocation of securities or proceeds, we promptly record the deviation and the reasons for the deviation and ensure that all participating accounts receive fair and equitable treatment; and (iii) we do not receive any compensation of any kind solely as a result of the aggregation of orders and the allocation of securities or proceeds. In certain circumstances, we may not aggregate orders, which can result in higher costs and/or less flexibility in the execution of the trades. Where orders are aggregated, such orders will be allocated on a pro-rata, average price basis. However, in the event we determine that a pro-rata allocation is not appropriate under the particular circumstances, TC Services may utilize a randomized trading allocation methodology that seeks to allocate a partially filled order randomly across participating accounts. In these cases, clients who receive an allocation will pay the average price for all executed trades and clients who do not receive an allocation will not participate in that trade. Item 13 – Review of Accounts Planning Services We offer the Planning Services on an episodic basis through the delivery of a report associated with the Planning Services. Planning Services are not provided as ongoing investment advice, and once the report is provided, the advisory relationship ends. There is no ongoing monitoring of your circumstances or the advice provided, and you are solely responsible for implementing any advice provided. We do not monitor, review, or update any advice, guidance, or report provided as part of the Planning Services. TIAA Managed Accounts TC Services’ advisory division has an ongoing obligation to consider whether prior recommendations to open, contribute, or consolidate assets (through a rollover or transfer) into the TIAA Managed Accounts remain appropriate for its clients. TC Services’ advisory division and Advisors fulfill this obligation by offering to meet with Managed Account clients at least annually through notices in various Managed Account communications requesting that Managed Account clients contact their Advisor if their investment objectives or financial circumstances have changed. In case of client contact, Advisors focus on whether the client’s financial circumstances or their individual preferences for advisory services have changed materially in a way that might suggest that the account they have is no longer appropriate, or whether changes to the management of the client’s Managed Account should be made (including whether the client wants to impose or modify any reasonable restrictions on the account). To ensure that the Managed Account and the investment strategy remain suitable, clients are instructed promptly to notify TC Services’ advisory division or their Advisor of any material changes to their investment objectives and/or financial situation. Advisors do not individually determine whether TC Services continues to perform acceptably as investment manager, as that review is conducted by TC Services periodically and serves as the basis for making these account type recommendations to its clients. In between these inquiries, it is the responsibility of PA and PAM clients to contact an Advisor whenever a material change occurs in their financial situation or investment objective, as either may affect the continued appropriateness of the account in which they are enrolled. TPP clients are prompted quarterly via email to contact a WA whenever a material change occurs in their financial situation or investment objective, as either may affect the continued appropriateness of the account. A review of the continued appropriateness of the account will be conducted, as needed, whenever this information is brought to TC Services’ attention. It is your responsibility to inform TC Services of such relevant material changes, and TC Services will have no liability for your failure to provide it with accurate or complete information or to inform TC Services promptly of any changes in the information you previously provided. Examples of 28  material changes include, but are not limited to, changes in net worth, employment status, marital status, family size, occupation, residence, health or income level, investment objective, or risk tolerance. Any recommendations regarding the TIAA Managed Accounts that occur when clients reach out to the Advisor will be subject to the fiduciary duty described under “Standards of Care” in Item 4 above. Note, however, that the TIAA Managed Accounts provide ongoing monitoring and discretion over assets being managed in the account and provide periodic reports. For more information about the ongoing nature of the account you can request a copy of each TIAA Managed Account’s disclosure brochure or find them at www.tiaa.org/relationshipdisclosures. Item 14 - Client Referrals and Other Compensation TC Services compensates Representatives for client referrals to TC Services’ advisory division. More information about how these Representatives are compensated for these referrals is described in detail in Item 5 above under “Compensation of TC Services Financial Professionals.” TC Services does not compensate, and has no referral arrangements with, any third parties for referrals they make to TC Services’ advisory division. Item 15 – Custody TC Services’ advisory division does not take custody of assets to provide the Planning Services. PA and TPP Managed Accounts, Pershing is the qualified custodian for these assets. Pershing, a subsidiary of The Bank of New York Mellon N.A. that is unaffiliated with TC Services, acts as TC Services’ clearing firm and holds PA and TPP account assets in its custody in fully disclosed brokerage accounts on its platform. You should compare the PA and TPP account statements received from Pershing with the quarterly reports received from TC Services, which can be requested from your Advisor. TC Services is deemed to have custody of PA and TPP assets under certain circumstances. Refer to the specific program brochures for more information. For more information, see the PA disclosure brochure available at https://www.tiaa.org/public/pdf/portfolio_advisor_wrap_fee_program_disclosure_form_adv.pdf, and the TPP disclosure brochure available at https://www.tiaa.org/public/pdf/TIAA_Personal_Portfolio_Fee_Wrap_Program_Disclosure_Brochure_Fo rmADV.pdf. In connection with the PAM program, TIAA Trust is the qualified custodian for these assets. You should compare the account statements received from TIAA Trust with quarterly reports received from TC Services, which can be requested from your Advisor or PM. TC Services is deemed to have custody of your PAM assets under certain circumstances. Refer to the PAM program brochure for more information. If you open a PA account or roll over, consolidate, or transfer assets to a PA or TIAA Personal Portfolio account, this creates a conflict of interest for us to recommend you move your assets to TIAA because we earn custody and clearing fee credits for active accounts and new assets custodied and maintained with our clearing firm. Item 16 – Investment Discretion If you enroll in TIAA Managed Accounts, TC Services will exercise discretion over the assets in PAM, PA, and TPP accounts. 29  To authorize discretion to TC Services, clients in TIAA Managed Accounts must enter into an advisory agreement. For TPP they also must answer a series of questions in an online interface to provide their risk level, time horizon, and client preference. For PA, clients work with an Advisor to answer a series of questions that provide their risk tolerance, time horizon, and client preferences. For PAM, clients will work with a PM to determine risk tolerance and time horizon to enable a customized portfolio. Clients for TIAA Managed Accounts have the ability to impose reasonable restrictions on the management of their assets. However, TC Services cannot implement client restriction requests on individual securities held by a mutual fund. More information regarding investment discretion and limitations for PAM can be found at https://www.tiaa.org/public/pdf/p/Private_Asset_Management_Disclosure_Brochure_Form_ADV.pdf. More information regarding investment discretion and limitations for PA can be found at https://www.tiaa.org/public/pdf/portfolio_advisor_wrap_fee_program_disclosure_form_adv.pdf. More information regarding investment discretion and limitations for TPP can be found at https://www.tiaa.org/public/pdf/TIAA_Personal_Portfolio_Fee_Wrap_Program_Disclosure_Brochure_Fo rmADV.pdf. To authorize discretion for TC Services, clients in PAM similarly must enter into an advisory agreement and also must work with the WMA to answer a series of questions that provide their risk tolerance and time horizon. The Portfolio Manager will review the client’s responses; propose an investment objective for the client’s account; and create an IPS for the client’s review and approval. Clients for PAM accounts also have the ability to impose limitations on the management of their assets, including types of assets they do not want in their portfolio. However, TC Services cannot implement client restriction requests on individual securities held by a mutual fund. More information regarding investment discretion and limitations for PAM can be found at https://www.tiaa.org/public/pdf/p/Private_Asset_Management_Disclosure_Brochure_Form_ADV.pdf. Item 17 – Voting Client Securities We do not vote or give advice about how to vote proxies in connection with the Planning Services. Additionally, we do not undertake to act on your behalf nor give advice with regards to class action claims or notices or any voluntary corporate action notices. When you are enrolled in a TIAA Managed Account, all proxies are voted on your behalf unless you have requested to vote all proxies and take all corporate actions applicable to securities held in your account. For more information on voting practices related to the TIAA Managed Accounts, you can request for review each TIAA Managed Account’s disclosure brochure or find it at www.tiaa.org/relationshipdisclosures. Item 18 – Financial Information We do not require or solicit prepayment of more than $1,200 in fees per client six months or more in advance and, thus, have not included a balance sheet of TC Services’ most recent fiscal year. We are not aware of any financial condition that is reasonably likely to impair TC Services’ ability to meet its contractual commitments to clients, nor has TC Services been the subject of a bankruptcy petition at any time during the past ten years. Item 19 – Requirements for State-Registered Advisers TC Services is a federally registered investment adviser. 30