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specific asset classes. The IMG has developedunique enhancements to the manager selectionprocess designed to identify active managerbiases through changing market cycles. The IMGdevelops and maintains a list of active managers,eligible for purchase in client accounts, as follows:For active managers, it begins its investmentresearch process with a universe of thousandsof SMAs and mutual funds. These are subjectedto a two-stage research process that includes(1) a quantitative evaluation, where the IMGuses proprietary research tools to identify biasesand eliminate investments that do not meetour risk and performance characteristic criteria;and (2) a qualitative evaluation, where the IMGresearches the portfolio strategy, investmentphilosophy and operational capabilities of aselect group of investment managers who passthe quantitative evaluation. While the analysisfor active managers considers a fund’s internalcosts (or expense ratio), cost is only one factorconsidered in the analysis and does not dictatethat the fund with the lowest internal costsamong peers will be selected where other factorsotherwise weigh in favor of selection of the fund.For passively managed funds, the IMG selectsfunds based on a quantitative risk assessment.Among the passively managed funds that pass thequantitative evaluation, IMG will seek to select themost cost-efficient solution, unless circumstancesjustify otherwise.Our spectrum of investment vehicles includes bothaffiliated and unaffiliated SMAs, mutual funds andETFs. This represents a wide range of potentialinvestment choices from low-cost, low-trackingerror index products to more aggressive, activelymanaged solutions. This flexibility allows ourPortfolio Managers to construct customized clientportfolios that seek to optimize the balancebetween cost, portfolio volatility and potential extrareturn while seeking to satisfy clients’ Goals andObjectives. The IMG uses the identical processesto identify and select SMAs and funds regardlessof whether they are offered by one of our affiliatesor an unaffiliated third party.4Disclosures and general terms and conditionsUnless a unique investment solution isrequested or required, your account portfoliowill be constructed utilizing, where appropriate,a broad array of SMAs, mutual funds and ETFsand, to the extent warranted, individual equityand fixed-income securities. If appropriate, yourPortfolio Manager may include TIAA investmentvehicles, including SMAs, mutual funds, and ETFs,in your portfolio. The portion of your accountinvested in TIAA investment vehicles may attimes be significant and vary at our discretion.Your Portfolio Manager will periodically monitorand review your account assets and determinewhich securities should be held, purchased orsold in light of your Goals and Objectives, marketconditions, and a number of other events, whichmay include changes in fund management.Investing in mutual funds and ETFs will cause youto incur indirectly fund-level fees and expensesthat are in addition to the fees and expensesyou pay to us directly for managing your account.We face a conflict of interest when using “AffiliatedFunds” (defined in Section 9 of Part II below) intaxable accounts because their use provides ouraffiliates with greater aggregate revenue thanthe use of unaffiliated funds, as described inSection 10 of Part II below.––Individual equity and fixed-income securities.Portfolio Managers may elect to utilize individualequity or fixed-income securities that align toa client’s specific Goals and Objectives basedupon security eligibility. Individual equity securityeligibility is derived from the constituents of theRussell Top 200 Index, providing clients exposureto the large-capitalization segment of the U.S.equity market. The eligibility list, therefore,represents approximately 67% of the total marketcapitalization of all publicly traded U.S. equitysecurities. Further, all individual fixed-incomesecurities purchased for client accounts by yourPortfolio Manager will be investment grade (asrated by nationally recognized ratings services) ortheir equivalent.

IMG model portfolios. The IMG also exclusively createsand maintains certain model portfolios (currently, theTier I model portfolio). As part of the development of youraccount portfolio, your Portfolio Manager may elect to usethese IMG model portfolios. For these model portfolios,the IMG uses the same asset allocations and list ofapproved products as those used by Portfolio Managers.The IMG also selects which investment products to utilizefor each asset class. When making these selections, theIMG considers a number of factors, such as performanceand risk expectations for each fund as well as eachstrategy’s risk and tax objectives.Review of accounts; rebalancing. Your PortfolioManager periodically monitors your account and conductsa detailed review annually to evaluate whether youraccount assets remain appropriate for your Goals andObjectives. This annual review includes a review of theaccount portfolio characteristics, such as the categoriesof investments, diversification of securities holdings,quality of portfolio holdings, account performance andannual income from each investment. Our InvestmentOversight and Control Subcommittee monitors theseinvestment reviews. For certain account types andassets, as part of the overall annual review of youraccount, our Trust administration personnel also reviewvarious items related to the administration of youraccount including, if applicable, the trust agreement orLast Will and Testament governing your account.Periodically, market movement may cause “drift” in youraccount portfolio away from its target asset allocationweights. We may rebalance the portfolio to bring itback in line with its target asset allocation weights.The frequency and timing of any rebalancing vary basedon economic, market and other conditions, as well aschanges affecting specific funds or managers and theirappropriateness for your account.Advice on assets not held at TIAA Trust. Generally,we do not provide investment management services overassets that we (or an affiliate) do not hold in custody.However, under certain circumstances and if permittedby applicable law, we may offer clients limited advice onassets we do not hold in custody. For example, wherewe have an existing or potential client relationship,we may examine the holdings of the client and his/herspouse and offer general advice regarding diversification(or concentration) of assets and asset allocation. Unlesswe specifically agree otherwise in writing, the client isresponsible for implementing any limited investmentadvice we may provide in connection with assets thatwe do not hold in custody. Likewise, unless we haveotherwise specifically agreed in writing, we do notundertake any obligation to monitor, review or update thiskind of advice if we have provided it to the client.Special considerations regarding IRAsYou may rollover assets from an employer-sponsoredplan account into an IRA to be managed by us ortransfer assets from an existing IRA into a new IRA to bemanaged by us. Prior to rolling over or transferring assetsinto an IRA to be managed by us, however, you shouldconsider the features, costs, and surrender chargesassociated with consolidating the assets in one place.For example, IRA rollovers and transfers may be subjectto differences in features, costs, and surrender charges.You should consider all the options prior to rolling overassets into an IRA. A detailed description of theseconsiderations may be found at https://www.tiaa.org/public/pdf/Know Your Options from TIAA.pdf. You maybe able to leave assets in your current plans, withdrawcash subject to potential penalties, or rollover the assetsinto a new employer plan if one is available and rolloversare permitted. You should consult your tax or otheradvisor for more information. Please note that neitherTIAA Trust nor your Advisor or other TIAA representativeprovides tax advice. TIAA Trust benefits when you transferassets from your employer-sponsored retirement plan toan account managed by us because of the fee we chargefor our services, which would not be charged if yourassets remained in an employer-sponsored retirementplan. This creates a conflict of interest. We seek tomitigate this conflict by disclosing it to you and by havingour financial professionals affiliated with TIAA-CREFIndividual & Institutional Services, LLC (“TC Services”)discuss your options when they make any such rolloverrecommendation to you. TC Services also requiresthat rollover transactions recommended by its WealthDisclosures and general terms and conditions5

Management Advisors (WMAs) be reviewed, as requiredby applicable regulatory standards, to determine whethersuch recommended transactions are appropriate to meetour clients’ financial needs.6Disclosures and general terms and conditionsEducation and backgroundWe require our investment professionals, who provideinvestment advice, to have a college education or theequivalent, as well as business experience in moneymanagement, financial planning or security analysis.Senior investment professionals generally are expectedto have earned an advanced degree or equivalentcertification beyond their baccalaureate and to haveappropriate investment-related experience in assetmanagement and/or security analysis.

II. General terms and conditionsAs the context requires, the terms and conditions includedin this Part II apply to all of our accounts, includinginvestment management, trust and estate accounts.1Impartial conduct standards. We have adoptedpolicies and procedures by which we require ourpersonnel to adhere to impartial conduct standardsin the performance of their services for our fiduciaryclients. These standards include (a) performingour services in the best interests of our fiduciaryclients—we strive to act prudently and in accordancewith our clients’ Goals and Objectives, withoutregard to our financial or other interests or those ofour fiduciary personnel, affiliates or other entity inwhich we or our fiduciary personnel may hold anyinterest, or any other person; (b) ensuring that ourpersonnel’s actions do not cause us or our affiliatesto receive compensation for services that is in excessof reasonable compensation; and (c) not makingstatements that are materially misleading whenmade, to our fiduciary clients regarding investmenttransactions, advice, fees and compensation, anymaterial conflicts of interest, and any other matterrelevant to our fiduciary clients’ decisions related totheir account.2Privacy. We take the privacy of your informationseriously. To communicate our privacy practices toyou, we have provided to you our Consumer PrivacyNotice. If you are a California resident, we havealso provided to you our California Resident PrivacyNotice. Please carefully read the information we haveprovided. If you have questions, please contact usat 888-842-9001 or the National Contact Center(“NCC”) at 1-877-518-9161.3Account opening information. To help thegovernment fight the funding of terrorism andmoney-laundering activities, federal law requiresthat we or our affiliates verify our clients’ identityby obtaining our clients’ name, date of birth,address and a government-issued tax identificationnumber before opening their account. We may alsoobtain and verify this information with respect toany person authorized to effect transactions in anaccount. For certain entities, such as trusts, estates,corporations, partnerships or other organizations,identifying documentation is also required. We maynot be able to open your account, or may restrict orclose your account, if we cannot obtain or verify thisinformation for any reason. We and our affiliateswill not be responsible for any losses or damages(including, but not limited to, lost opportunities)resulting from any failure to verify this information orany restriction placed on, or closing, client accounts.In order to open an account, a client must: (1) be aU.S. person (including a U.S. resident alien), (2) havea valid U.S. permanent residential address and avalid U.S. mailing address (no P.O. Box) (with theexception of U.S. military personnel residing outsidethe U.S. with Army Post Office (APO) or Fleet PostOffice (FPO) box number), and (3) have a valid U.S.taxpayer identification number. Our services arenot available to foreign investors. If we determinethat you or another individual associated with youraccount resides outside of the United States, you willbe subject to certain limitations. While we generallymake that determination by looking at your addressinformation in our records (including the addressmaintained by any individual who may control youraccount), we reserve the right to consider otherinformation when making this determination and/orsubjecting you to these limitations. In that event,we may at any time in our discretion terminate ourrelationship, suspend our obligation to managethe assets in the account, provide only ministerialservices, not engage in discussions with you onvarious topics, including asset allocation or portfoliocomposition, not permitting purchases of additionalsecurities, including shares of U.S. mutual funds(except pursuant to a dividend reinvestment programor in other limited circumstances), and/or modifyyour rights to access any account feature, product orservice. By opening and maintaining an account withus, you acknowledge that we do not solicit offers toDisclosures and general terms and conditions7

buy or sell securities or any other product or service,or offer investment advice, to any person residingin any jurisdiction where such offer, solicitation,purchase or sale would be unlawful under the laws ofsuch jurisdiction.We do not impose a minimum dollar value of assetsfor establishing or maintaining your account. However,we do charge a minimum fee. For those accountswhere the minimum fee is charged, the effectivebasis point fee will be higher than the fee publishedin our standard fee schedules.If you wish to open an account through an agentunder your power of attorney (or otherwise conductany account transactions through an agent underyour power of attorney), we may require that youragent first sign an Affidavit or other form and providerequested information prior to accepting directionsfrom your agent. We reserve the right to refuse tofollow directions from an agent under a power ofattorney if we believe that your agent lacks authorityunder such instrument or did not provide therequested information, and you agree that we will nothave any liability for doing so.48Fees. We charge you a fee for our services that isbased on the then-effective fee schedule(s) applicableto your account type, the services we provide, andthe types of assets in your account, including whetherany portion of your account assets are invested inExternal SMAs (see Section 23 of Part II for detailson additional External SMA Fees). The majority ofour accounts are charged asset-based fees that arecalculated based on a percentage of the market valueof the assets in the account at a given time (subjectto a minimum fee) (“Base Fee”). In limited exceptions,such as for Irrevocable Life Insurance Trusts for whichwe serve as trustee, our base fee is a flat fee. We willprovide you our standard fee schedule before webegin to perform our services. We will communicateto you any revisions to the fee schedule before theygo into effect. From time to time, we may enter intonegotiated fee arrangements, with fees differing fromthose on our standard fee schedules. Some of thereasons for individualized fee arrangements include(but are not limited to), type of relationship with TIAATrust, complexity and extent of services we provide,number of different accounts and total assets undermanagement or custody for our client (and otherrelated clients), or other factors.Disclosures and general terms and conditionsWe may charge additional fees for special servicesbased on the amount of work performed and theresponsibility assumed by our personnel. Suchservices will generally result in an hourly charge forour personnel involved in performing the services.These services may include tax return preparationor assistance with other tax compliance matters,researching cost (basis) information, and respondingto subpoenas or other legal process related toyour account. We also charge an additional fee foradministering and managing any unique assetsin your account (such as real estate, partnershipinterests, mineral interests or closely held businessinterests) that are not publicly traded.5Fee calculations; aggregation of accounts; feelayering. Generally, the services we provide andthe fees that we charge you vary depending on youraccount type, the types of services we provide andthe types of assets in your account. Our fees begin toaccrue when assets are first received in your accountregardless of whether we have begun actively managingyour account. Our fees are calculated based on apercentage of the value of the cash and securities inyour account on the last business day of a calendarmonth and are payable monthly in arrears. We calculatefees for a partial month based on the percentage ofdays on which we provided services during the month.We deduct fees directly from your account; however,for certain account types, we may deduct fees fromanother one of your accounts at TIAA Trust that you mayhave specified or, in limited circumstances, through anautomatic debit arrangement from another TIAA Trustaccount titled in another owner’s name, with such otherowner’s written consent.Our fees are subject to change upon prior notice toyou. You will be deemed to have consented to thechange if you do not terminate your account withinthirty (30) days following your receipt of our notice.

For fee calculation purposes, we may combine themarket value of your account with the market valueof other related accounts in your account relationshipat TIAA Trust (this is commonly referred to as account“householding”). Related accounts include accountsopened by or on behalf of your spouse, life partner,parents/spouse’s parents, children/children’sspouse, siblings, or accounts over which you havesole decision-making authority. To qualify for accounthouseholding, all accounts must be on the same feeschedule and billing frequency. Householding yourTIAA Trust accounts may collectively qualify theseaccounts for a different fee breakpoint. The greaterof the minimum Base Fee for the account household,or the Base Fee calculated on the combined marketvalue of all accounts in the account household, willapply. Unless otherwise agreed, the Base Fee isprorated among all accounts in the account household.The minimum account size for related accounts in anaccount household is 50,000. You may at any timeelect to opt out of account householding.If you household your TIAA Trust accounts, you andeach account owner in your account household agreethat we may disclose the market value of each accountin the household to the other account owners in yourhousehold, for fee calculation purposes. If you serve ina representa

Teachers Insurance and Annuity Association of America ("TIAA"), a life insurance company. TIAA Trust is a wholly owned subsidiary of TIAA FSB Holdings, Inc., itself a wholly owned direct subsidiary of TIAA. TIAA Trust is thus an indirectly wholly owned subsidiary of TIAA. What we do In addition to offering deposit and loan products to the