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F11543 (TIAA)

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1
Client relationship summary, as of June 10, 2021
This summary is provided to help you make informed decisions about the services, products and accounts offered by TIAA-CREF Individual & Institutional
Services, LLC (“TC Services,” “we,” “us,” “our”), and includes important information about the recommendations we make and the fees we charge. TC Services
is a TIAA affiliate and Securities and Exchange Commission registered broker-dealer (“BD”) and investment adviser (“RIA”). BD and RIA services and fees differ,
and it is important that you understand the differences. Free and simple tools are available to research firms and financial professionals at Investor.gov/CRS. The
site also provides educational materials about BDs, RIAs and investing.
1. What investment services and advice can you provide me?
We offer both BD services and RIA services to retail investors. If you have a Plan, we may use data from your Plan to provide these
services to you. Plan sponsors do not review or endorse any services, accounts or products available outside of their Plans.
As a BD we
recommend:
W
Employer-sponsored
plans recordkept by
TIAA (“Plans”)
W
Brokerage accounts
offered by us
W
Individual Retirement
Accounts (“IRAs”)
offered by TIAA
(excluding managed
account IRAs)
W
Affiliated retirement
annuity products
available in Plans
and IRAs
W
Affiliated annuity
products available
outside of Plans
and IRAs
W
Third-party
variable life
insurance products
As an RIA we
recommend:
W
Managed accounts
offered by us
W
Managed accounts
offered by TIAA,
FSB (our affiliated
bank, under its
trust powers)
Broker-dealer services
1
Registered investment adviser services
2
Through our BD representatives and online tools and calculators we can:
W
Recommend that you open, contribute or consolidate your assets (by rolling over or
transferring) to accounts/products we recommend as a BD (listed on right)
W
Recommend that you purchase and sell specific investments for your Plans (where
available), IRAs offered by TIAA (excluding managed account IRAs) and certain
affiliated annuities, but not for brokerage accounts offered by us
W
Recommend annuitizing affiliated annuity products to create lifetime income
W
Buy and sell securities for your accounts at your direction
W
Offer education and enrollment services that do not involve a recommendation
We are a distributor for TIAA-affiliated mutual funds and variable annuities and for
certain state-issued education savings plans.
Through our RIA representatives we can:
W
Provide financial planning to help you understand
your goals and make a plan to pursue them
W
Recommend that you open, contribute or consolidate
your assets (by rolling over or transferring) to accounts/
products we recommend as an RIA (listed on right)
Financial planning is provided based on your needs
at the time of the service and does not include any
investment recommendations. Your accounts are not
monitored as part of this service, and TC Services
does not make any decisions regarding the purchase
or sale of investments in your accounts.
Our managed accounts include a customized model
portfolio limited to mutual funds and/or exchange-
traded funds (“ETFs”), are subject to minimums and
provide ongoing monitoring and discretion by us.
TIAA, FSB managed accounts include a customized
portfolio limited to mutual funds, ETFs, individual
equity securities and/or bonds, are subject to
minimums and provide ongoing monitoring and
discretion by TIAA, FSB.
Our BD services are provided based on your needs at the time of the service.
Recommendations to purchase or sell specific investments for:
W
Plans —limited to a menu of investments selected by the plan sponsor
W
IRAs offered by TIAA (excluding managed account IRAs)—limited to a menu of
TIAA-affiliated mutual funds, annuities and bank deposits
Our BD services and accounts/products we recommend as a BD are not subject to
minimums and do not provide ongoing monitoring. They are non-discretionary. You
make the ultimate decision regarding the purchase or sale of investments.
1
For BD recommendations you’ll receive the Regulation Best Interest disclosure.
2
For RIA services you’ll receive the ADV disclosure.
2
2. What fees will I pay?
There are fees associated with our BD and RIA services and the accounts/products we recommend (see fee chart on page 3).
You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of
money you make on your investments over time. Please make sure you understand what fees and costs you are paying.
These fees create conflicts of interest. We have an incentive to encourage you to invest or consolidate your assets into the
accounts/products we recommend because TC Services and its affiliates and representatives are compensated when you do so.
Specific conflicts of interest are addressed in the next question.
Other services
Separate from our BD and RIA services, we may also:
W
Offer you nonsecurities products such as fixed annuity products and life
insurance products
W
Refer you to TIAA Bank for bank deposits and lending products, trust services and
quarterly rebalancing services for employer-sponsored plan assets
W
Refer you to TIAA-CREF Tuition Financing, Inc. for
education savings
W
Refer you to third-party providers for life insurance,
long-term care and charitable giving
What to ask a
representative
Given my financial
situation, should I
choose a registered
investment adviser
service? Should I choose
a broker-dealer service?
Should I choose both
types of services?
Why or why not?
How will you choose
investments to
recommend to me?
What is your relevant
experience, including
your licenses, education
and other qualifications?
What do those
qualifications mean?
Additional information
You can find detailed
information about
each of our BD and
RIA services, the
accounts/products
we recommend, fees
and costs at TIAA.org/
relationshipdisclosures.
Fee types and definitions—A fee is the principal amount you pay for the product or service
For more information about fees and their frequencies, see TIAA.org/relationshipdisclosures.
Account fees
These fees can include various account maintenance fees, transfer
fees, a termination fee, contingent deferred sales charges or other
charges that may be incurred upon the sale of a security transferred
into an account at your request and/or redemption fees.
Asset-based fee
The account’s monthly fee determined by the market value of assets in
an account.
Asset-based wrap fee
The account’s quarterly fee determined by the market value of assets
in an account and inclusive of most transaction costs and fees charged
by TC Services and its clearing firm. A wrap fee is higher than a typical
asset-based advisory fee.
Brokerage commissions
Fees for the purchase or sale of securities in an account.
General administrative expenses
Expenses charged to or deducted from Plan balances to pay service
providers like TIAA for plan administrative service.
Insurance fees
These fees can include state premium taxes, upfront sales loads,
surrender charges, cost of insurance charges, administrative charges
and mortality and expense risk charges.
Investment expenses
Expenses associated with the investments held, whether directly or
in an account, as disclosed in a prospectus or similar document.
Such expenses vary by product and share class and depend on the
distribution arrangement we have in place with the product sponsor.
Transaction fees
Transaction charges for each applicable transaction.
3
What to ask a
representative
Help me understand
how these fees and
costs might affect my
investments. If I give you
$10,000 to invest, how
much will go to fees and
costs, and how much will
be invested for me?
How might your conflicts
of interest affect me,
and how will you
address them?
3. What are your legal obligations to me when providing recommendations as my broker-dealer
or when acting as my investment adviser? How else does your firm make money and what
conflicts of interest do you have?
When we provide you with a recommendation as your broker-dealer or act as your investment adviser, we have to act in your best
interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your
interests. You should understand and ask us about these conflicts because they can affect the recommendations and investment
advice we provide you. Here are some examples to help you understand what this means.
Additional information
You should recognize
there are differences
between our RIA and BD
services. The fiduciary
duty that extends to RIA
services is broader than
the best interest
standard under
Regulation Best Interest
that applies to our BD
services. You can find
more information about
conflicts of interest
specific to our RIA and
BD services and
accounts/products we
recommend
at TIAA.org/
relationshipdisclosures.
You do not pay a fee for recommendations, but you do for any account/product you choose or for buying or selling securities within
certain accounts.
What we recommend/provide Fees
Broker-dealer services
Plans General administrative expenses, investment expenses
Brokerage accounts offered by us (including retail,
IRA and accounts associated with employer-sponsored
retirement plans)
Account fees, brokerage commissions, investment expenses, transaction fees
Important: You are charged more when there are more trades in your account.
IRAs offered by TIAA (excluding managed
account IRAs)
No brokerage commissions, except for brokerage account windows (which
charge brokerage commissions and transaction fees), investment expenses
Affiliated annuities (available both in and out of
Plans and IRAs)
Account fees, investment expenses
Third-party variable life insurance products Insurance fees, investment expenses
Registered investment
adviser services
Financial planning No fee (but if you choose an account/product we recommend or buy or sell
securities after receiving financial planning services, you will pay the fees
associated with that account/product, purchase or sale)
Managed accounts offered by us Asset-based wrap fee, account fees,
investment expenses
Important: The more assets
in your managed account, the
more TC Services or TIAA, FSB
will receive in fees.
Managed accounts offered by TIAA, FSB Asset-based fee, transaction fees,
account fees, investment expenses
4
5. Do you or your financial professionals have legal or disciplinary history?
Yes. Visit Investor.gov/CRS or brokercheck.finra.org for free and simple search tools to research TIAA-CREF Individual & Institutional
Services, LLC and its financial professionals.
©2021 Teachers Insurance and Annuity Association of America-College Retirement Equities Fund, 730 Third Avenue, New York, NY 10017
TC Services and/or TIAA affiliates benefit when: This creates a conflict of interest that gives TC Services an incentive to:
1
You invest in TIAA-affiliated mutual funds, annuities and bank deposits because these products
result in higher compensation to TC Services and/or TIAA affiliates than third-party products
Recommend (or invest your assets in) TIAA-affiliated products over
third-party products
2
You hold or own third-party mutual funds, exchange-traded funds, annuities and third-party
variable life insurance products because they result in compensation to TC Services and/or
TIAA affiliates
Recommend (or invest your assets in) third-party products that result in
compensation to TC Services and/or TIAA affiliates over other third-party
products that compensate TC Services and/or TIAA affiliates less
3
We include on our platforms share classes of both proprietary as well as third-party mutual
funds that pay us administrative, distribution and/or service fees
Offer a more expensive share class than a lower cost alternative, even though
higher investment expenses decrease your investment performance
4
Uninvested cash in your account is swept into a TIAA Bank cash sweep option or a
limited selection of other cash sweep options (with whom TC Services and its clearing
firm have an arrangement in place) because these cash sweep options result in higher
compensation to TC Services and/or TIAA affiliates than other cash sweep options
Offer cash sweep options that compensate TC Services and/or TIAA affiliates
more than other available cash sweep options, even if such options generate a
higher yield for you than the options we include
5
You open, roll over, consolidate or transfer assets to the accounts/products we recommend Recommend that you move your assets to TIAA
4. How do your financial professionals make money?
Our financial professionals are paid a salary plus an annual variable bonus. The bonus is primarily based on gathering and in some
cases retaining client assets at TIAA. As a result, they have a conflict of interest. For more details, see TIAA.org/relationshipdisclosures.
What to ask a
representative
As a financial
professional, do you
have any disciplinary
history? For what type
of conduct?
Who is my primary
contact person? Is he or
she a representative of
an investment adviser or
a broker-dealer?
Who can I talk to if I have
concerns about how this
person is treating me?
Additional information: For detailed information about our BD and RIA services and the accounts/products we recommend, go to
TIAA.org/relationshipdisclosures. For up-to-date information or a copy of this disclosure, please call 888-583-2535.
Wealth Management Advisors (WMAs)
Registered as both BD and RIA representatives
Advisory Consultants (ACs)
Registered as both BD and RIA representatives
Other representatives
Registered as BD representatives
Have an incentive to encourage you to bring in
and keep assets at TIAA and enroll in accounts/
products we recommend including:
W
Plans, IRAs and Managed Accounts, where we
compensate the same regardless of the account
or product type
W
After-tax annuities, insurance and brokerage
accounts, where we compensate differently,
including among such products
W
Have an incentive to encourage you to
bring in and keep assets at TIAA as
well as to enroll in accounts/products
we recommend regardless of the
particular account/product, except as
described below
W
Have an incentive to encourage you to
bring in assets at TIAA as well as to enroll
in accounts/products we recommend
regardless of the particular account/product
W
Are paid for making successful referrals to
WMAs and ACs regardless of the particular
account/product
Compensation for insurance policies varies by policy type. We compensate more for permanent life insurance than term life insurance.
141038545
A40891 (06/21)
TIAA BROKERAGE
IRA APPLICATION
Page 1 of 7
TBRISI
F11543 (6/20)
You can open a new account by completing this form and mailing it to us; or, to avoid paperwork and make the process faster, you can
open an account online by visiting TIAA.org/public/brokerage/custsvce/forms.htm. If you complete an online application, your account will
generally be opened within one business day.
Whether you complete this paper form or go online, please keep in mind that to help the government fight the funding of terrorism and
money-laundering activities, federal law requires all financial institutions, including TIAA, to obtain, verify and record information that
identifies each person who opens an account.
What does this mean for you? When you open an account, we will ask for your name, residential address, date of birth, Social Security Number/
Taxpayer Identification Number and other information that will allow us to identify you. We may also ask to see your driver’s license or other
identifying documents. Until you provide the information we need, we may not be able to open an account or effect any transactions for you.
Questions? Please call 800-927-3059, weekdays, 8 a.m. - 7 p.m. (ET). Fax: 800-914-8922.
Funds invested pursuant to this agreement are not insured by the FDIC merely because the trustee or custodian is a federal savings
association, the accounts of which are covered by such insurance. Only investments in the accounts of a federal savings association are
insured by the FDIC, subject to its rules and regulations.
STEP 1: BROKERAGE ACCOUNT REGISTRATION (REQUIRED)
Traditional/Rollover IRA Roth IRA Inherited Traditional IRA Inherited Roth IRA
SEP IRA Employer Tax ID
*
*Required if different from Social Security Number/Taxpayer Identification
Number listed below. (Note: Your employer must provide you with a copy of the completed Form 5305-SEP for your records.)
STEP 2: ACCOUNT OWNER/TRUSTEE INFORMATION (REQUIRED)
Title First Name M. I.
Last Name Suffix
Social Security Number/
Taxpayer Identification Number Date of Birth (mmddyyyy) Gender
Male Female
Marital Status Citizenship (If not U.S.)
Married
Other
U.S. Residential Street Address (No P.O. Boxes) City State Zip Code
Mailing Address (If different from your residential address) City State Zip Code
Email Address Business Phone Home Phone
TIAA BROKERAGE
IRA APPLICATION
Page 2 of 7
TBRISI
F11543 (6/20)
STEP 2: ACCOUNT OWNER/TRUSTEE INFORMATION (REQUIRED) (CONTINUED)
EMPLOYMENT INFORMATION FOR ACCOUNT OWNER/TRUSTEE (Required)
If Unemployed or Retired, state source of income:
If Employed, Self-Employed or Consultant, complete the following:
Employer’s Name Your Occupation/Title
Business Street Address City State Zip Code
Complete if applicable
I am, or an immediate family member is, a director, a 10% shareholder, or a policy-making executive of a publicly traded company.
Name of Person Company Name/Symbol
I am, or an immediate family member is, affiliated with or working for another member firm, stock exchange, or FINRA, including TIAA or as
an affiliated person will have any financial interest in or discretionary authority over this account.
Relationship to Person Name of Person Name of Firm
I am, or a person with interest in this account is (i) a senior military, governmental or political official in a non-U.S. country, or (ii) closely
associated with or an immediate family member of such an official.
STEP 3: YOUR INVESTMENT PROFILE (REQUIRED)
Annual income (from all sources):
Under $24,999 $25,000 - $49,999
$50,000 - $99,999
$100,000 - $250,000 Over $250,000
Approximate net worth,
$0 - $49,999 $50,000 - $99,999 $100,000 - $249,999
excluding residence:
$250,000 - $1 million Over $1 million
Current tax bracket:
0 - 15% 15.1% - 32% 32.1% - 50% Over 50%
Investment objective (choose one): Capital Preservation Income Growth Speculation
STEP 4: SWEEP OPTION
Bank Deposit Sweep Option: TIAA Bank Retirement Sweep Account*
* Two separate bank sweep options will be used: (1) the TIAA Bank Retirement Sweep Account option to be used as the primary bank sweep
option for uninvested cash balances in your account up to a maximum amount set by TIAA, FSB (not to exceed current per depositor FDIC
insurance limits); and (2) the Liquid Insured Deposits Option to be used for uninvested cash balances in your Account in excess of the
maximum amount accepted by TIAA, FSB. See the TIAA Brokerage Customer Account Agreement and the terms and conditions for each
sweep option for more information.
TIAA BROKERAGE
IRA APPLICATION
Page 3 of 7
TBRISI
F11543 (6/20)
STEP 5: INHERITED IRA INFORMATION (REQUIRED FOR INHERITED IRAs ONLY)
Decedent’s First Name M. I. Last Name
Decedent’s Social Security Number/
Taxpayer Identification Number Date of Birth (mmddyyyy) Date of Death (mmddyyyy)
Relationship of the IRA account owner to the decedent
INHERITED IRA TRUST ACCOUNT
Note: For an Inherited IRA Trust account, the following information along with a Trustee Certification of Investment Powers form is required.
Tax reporting will be provided on the number listed below.
Trust Account Name
Social Security Number/
Taxpayer Identification Number Trust Effective Date (mmddyyyy)
STEP 6: BENEFICIARY DESIGNATIONS
Depending on who your beneficiary is at your death, federal tax law may require your beneficiary to take a full distribution of their inheritance
on or before the end of the 10
th
year following the year of your death (or in the case of an inherited account, before the end of the 10
th
year
following the year of the original participant’s death). You should consult your tax adviser before selecting a beneficiary.
If you want to name additional Primary or Contingent Beneficiaries, attach a separate sheet with all of the requested information. You understand
that the beneficiary(ies) named herein may be changed or revoked by you at any time by completing a new designation in writing with TIAA
Brokerage. You hereby make the following designation of beneficiary(ies) pursuant to the provisions of the TIAA, FSB Trust Agreement.
INSTRUCTIONS:
1. Name the Primary Beneficiary(ies) you want to receive the balance of your IRA assets following your death. Please include all of the
requested information.
2. Be sure to indicate the particular percentage of IRA assets you would like TIAA, FSB to distribute to each Primary Beneficiary after your
death (the sum should add up to 100%). If no percentage is indicated, your IRA assets will be distributed equally among all surviving
Primary Beneficiaries.
3. If a Primary Beneficiary should predecease you and you want that beneficiary’s share to go to his or her lineal descendants, check “per stirpes.”
Otherwise, a Primary Beneficiary’s rights end with the death of that beneficiary, and the estate of a predeceased beneficiary has no claim to
or interest in your account. If you do not check “per stirpes” and the Primary Beneficiary predeceases you, their share will be divided among
surviving Primary Beneficiaries (if any), and if there are no surviving beneficiaries, the interest will pass to the Contingent Beneficiaries.
PRIMARY BENEFICIARY(IES) (REQUIRED - AT LEAST ONE PRIMARY BENEFICIARY)
1. Name (First Name, Middle Initial, Last Name, Suffix) Percentage
%
Social Security Number/ Date of Birth/Date of Trust/
Taxpayer Identification Number Issue Date of Will (mmddyyyy) Relationship Gender
Male Female
Lineal Descendants Per Stirpes (LDPS)
Yes, add Per Stirpes
TIAA BROKERAGE
IRA APPLICATION
Page 4 of 7
TBRISI
F11543 (6/20)
STEP 6: BENEFICIARY DESIGNATIONS (CONTINUED)
2. Name (First Name, Middle Initial, Last Name, Suffix) Percentage
%
Social Security Number/ Date of Birth/Date of Trust/
Taxpayer Identification Number Issue Date of Will (mmddyyyy) Relationship Gender
Male Female
Lineal Descendants Per Stirpes (LDPS)
Yes, add Per Stirpes
3. Name (First Name, Middle Initial, Last Name, Suffix) Percentage
%
Social Security Number/ Date of Birth/Date of Trust/
Taxpayer Identification Number Issue Date of Will (mmddyyyy) Relationship Gender
Male Female
Lineal Descendants Per Stirpes (LDPS)
Yes, add Per Stirpes
4. Name (First Name, Middle Initial, Last Name, Suffix) Percentage
%
Social Security Number/ Date of Birth/Date of Trust/
Taxpayer Identification Number Issue Date of Will (mmddyyyy) Relationship Gender
Male Female
Lineal Descendants Per Stirpes (LDPS)
Yes, add Per Stirpes
*Note: The sum of the percentage for all Primary Beneficiaries must equal 100%.
TIAA BROKERAGE
IRA APPLICATION
Page 5 of 7
TBRISI
F11543 (6/20)
STEP 6: BENEFICIARY DESIGNATIONS (CONTINUED)
CONTINGENT BENEFICIARY(IES) (OPTIONAL)
INSTRUCTIONS:
1. If desired, name the Contingent Beneficiary(ies) you want to receive the balance of your IRA assets following your death, should all
Primary Beneficiaries (and their lineal descendants, if applicable) predecease you. Please include all of the requested information.
2. Be sure to indicate the particular percentage of IRA assets you would like TIAA, FSB to distribute to each Contingent Beneficiary after your
death (the sum should add up to 100%). If no percentage is indicated, your IRA assets will be distributed equally among all surviving
Contingent Beneficiaries.
3. If a Contingent Beneficiary should predecease you and you want that beneficiary’s share to go to his or her lineal descendants, check “per
stirpes.” Otherwise, a Contingent Beneficiary’s rights end with the death of that beneficiary, and the estate of a predeceased beneficiary
has no claim to or interest in your account.
1. Name (First Name, Middle Initial, Last Name, Suffix) Percentage
%
Social Security Number/ Date of Birth/Date of Trust/
Taxpayer Identification Number Issue Date of Will (mmddyyyy) Relationship Gender
Male Female
Lineal Descendants Per Stirpes (LDPS)
Yes, add Per Stirpes
2. Name (First Name, Middle Initial, Last Name, Suffix) Percentage
%
Social Security Number/ Date of Birth/Date of Trust/
Taxpayer Identification Number Issue Date of Will (mmddyyyy) Relationship Gender
Male Female
Lineal Descendants Per Stirpes (LDPS)
Yes, add Per Stirpes
3. Name (First Name, Middle Initial, Last Name, Suffix) Percentage
%
Social Security Number/ Date of Birth/Date of Trust/
Taxpayer Identification Number Issue Date of Will (mmddyyyy) Relationship Gender
Male Female
Lineal Descendants Per Stirpes (LDPS)
Yes, add Per Stirpes
TIAA BROKERAGE
IRA APPLICATION
Page 6 of 7
TBRISI
F11543 (6/20)
In this space, the Notary Public must provide his/her
notarial number and the date the appointment expires.
Provide the notarial seal if outside New York state.
STEP 6: BENEFICIARY DESIGNATIONS (CONTINUED)
4. Name (First Name, Middle Initial, Last Name, Suffix) Percentage
%
Social Security Number/ Date of Birth/Date of Trust/
Taxpayer Identification Number Issue Date of Will (mmddyyyy) Relationship Gender
Male Female
Lineal Descendants Per Stirpes (LDPS)
Yes, add Per Stirpes
STEP 7: SPOUSAL CONSENT (ONLY REQUIRED IF YOU ARE MARRIED, RESIDE IN A COMMUNITY
PROPERTY STATE AND DO NOT NAME YOUR SPOUSE AS SOLE PRIMARY BENEFICIARY.)
If you are married, reside in a community property or marital property state (including but not limited to: AZ, CA, ID, LA, NV, NM, TX, WA, WI),
and designate someone other than your spouse as your sole Primary Beneficiary, your spouse must sign this form below and have their
signature notarized.
I am the spouse of the above-named account holder. I acknowledge that I have received a fair and reasonable disclosure of my spouse’s
property and financial obligations. Due to the important tax consequences of giving up my interest in this IRA, I have been advised to see
a tax professional. I hereby give the account holder any interest I have in the funds or property deposited in this IRA and consent to the
Beneficiary designation(s) indicated above. I assume full responsibility for any adverse consequences that may result. No tax or legal advice
was given to me by the Custodian.
Print Name of the Signature that has been Notarized
First Name Last Name
Spousal Signature Today’s Date (mm/dd/yyyy)
NOTARY SIGNATURE
Notary Expiration
State County Date (mm/dd/yyyy)
On the date noted below the subscriber known to me to be the person described in and
who executed the foregoing instrument and he/she acknowledged to me that he/she
executed the same.
Notary Public’s Signature Today’s Date (mm/dd/yyyy)
FOR NOTARY PUBLICS IN FLORIDA
The foregoing instrument was acknowledged before me, by means of:
Physical presence
Online notarization
NOTE: A Notary Public or other officer completing this certificate verifies only the identity of
the individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
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TIAA BROKERAGE
IRA APPLICATION
Page 7 of 7
TBRISI
F11543 (6/20)
TIAA-CREF Individual & Institutional Services, LLC,
Member FINRA and SIPC, distributes securities products.
8500 Andrew Carnegie Boulevard, Charlotte, NC 28262
STEP 8: AGREEMENT AND SIGNATURE(S) (REQUIRED)
By signing this TIAA Brokerage IRA Application (“Application”), I certify as follows:
I am opening a brokerage account (“Account”) with TIAA Brokerage (“TIAA”). TIAA is a division of TIAA-CREF Individual & Institutional
Services, LLC (“Services LLC”). Brokerage accounts and related brokerage services are provided by TIAA as a registered broker/dealer. I
certify that the information I have provided in this Application is true and correct, and that I am of legal age and have the legal capacity
to open this Account with TIAA;
I acknowledge that the Application is not for a foreign financial institution or a private banking account.
I understand the eligibility requirements for the type of IRA deposit I am making and state that I do qualify to make the deposit. I also
understand it is my responsibility for understanding contribution limits for IRAs. Overcontributions may result in IRS penalties.
If I am an Inherited IRA owner, I understand the distribution requirements and the contribution limitations associated with the Inherited
IRA. I understand that it is my responsibility to take the required distributions from the Inherited IRA. I acknowledge that I shall seek legal
and tax advice and have not been provided such advice from the custodian or from Services LLC. I understand that the Account includes a
sweep option feature which automatically transfers uninvested cash balances in the Account at the end of each business day to the bank
sweep deposit option (a “Sweep Option” and together the “Sweep Program”) and facilitates the transfer of uninvested cash balances to the
Account to cover purchases of securities and other debits in the Account. I direct Services LLC to use the default Sweep Option provided
within this Account Application. A prospectus or similar disclosure document for the Sweep Option is available for the Account by calling
800-927-3059. I agree to review this disclosure document prior to opening the Account. TIAA may change the terms and conditions of the
Sweep Program and the Sweep Options available for the Account, in its sole discretion. I understand that TIAA will provide me with written
notice in advance of adding, changing or deleting Sweep Options for the Account or making other changes to the Sweep Program to the
extent required by applicable law.
I acknowledge that: (1) I have been furnished with a copy of the TIAA Brokerage Customer Account Agreement (“Agreement”), the Disclosure
Statement, and the TIAA, FSB Trust Agreement (“Trust Agreement”), and I have read, understood, and agree to be bound by the terms and
conditions as they are currently in effect and as they may be amended, from time to time; and (2) THIS APPLICATION IS GOVERNED BY A
PREDISPUTE ARBITRATION CLAUSE, WHICH APPEARS ON PAGES 2 AND 3, PARAGRAPH 13 OF THE AGREEMENT. I HEREBY ADOPT THE TIAA,
FSB TRUST AGREEMENT. THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.
Your Signature
(Account Owner/Trustee) Print Name and Title (if applicable) Today’s Date (mm/dd/yyyy)
Investment products are provided by TIAA Brokerage, a division of TIAA-CREF Individual & Institutional Services, LLC. Member FINRA
and SIPC. Securities are not FDIC insured and are not a deposit or other obligation of or guaranteed by any bank or TIAA. Securities are
subject to investment risk, including possible loss of the principal amount invested.
Brokerage accounts are carried by Pershing LLC, a subsidiary of The Bank of New York Corporation, Inc. Member FINRA, NYSE, SIPC.
Under penalties of perjury, I certify that: (1) The number shown on this form is my correct taxpayer identification number (or I am waiting
for a number to be issued to me); and (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or
(b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report
all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. citizen or
other U.S. person; and (4) the FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
/ /
2 0
TIAA BROKERAGE
IRA APPLICATION
TBRISI
F11543 (6/20)
RETURN COMPLETED FORM(S)
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TIAA, FSB
The following Articles I through IX of this Individual Retirement Trust Account Agreement are in the form
promulgated by the Internal Revenue Service in Form 5305-R (Rev. April 2017), updated in Article IX in
accordance with the Setting Every Community Up for Retirement Enhancement (“SECURE”) Act of 2019. We
reserve the right to amend Article IX and, whether or not amended, administer this Agreement in accordance
with applicable Treasury Regulations, revisions to Form 5305-R, and other IRS guidance on the SECURE Act.
The individual (“Grantor”) whose name appears on the TIAA Individual Retirement Agreement (the “Adoption
Agreement”) is establishing a Roth individual retirement account (“trust account”) under section 408(a) of
the Internal Revenue Code, to provide for his or her retirement and for the support of Grantor’s beneficiaries
after death.
The Trustee of the trust account is TIAA, FSB and its successors or assigns (“Trustee”), with its principal place
of business in Jacksonville, Florida. The Grantor has assigned to the trust account the property referred to
in the Adoption Agreement. The respective signatures of the Grantor and the Trustee on the Adoption
Agreement shall constitute the Grantor’s agreement to the following provisions.
ARTICLE I
Except in the case of a qualied rollover contribution
described in section 408A(e) or a recharacterized
contribution described in section 408A(d)(6), the
Trustee will accept only cash contributions up to
$6,000 per year for tax year 2020. For individuals who
have reached the age of 50 by the end of the year, the
contribution limit is increased to $7,000 per year for tax
year 2020. For tax years after 2020, these limits will be
increased to reect a cost-of-living adjustment, if any.
ARTICLE II
1. The annual contribution limit described in Article I
is gradually reduced to $0 for higher income levels.
For a Grantor who is single or treated as single, the
annual contribution is phased out between adjusted
gross income (AGI) of $124,000 and $139,000;
for a married grantor ling jointly, between AGI of
$196,000 and $206,000; and for a married grantor
ling separately, between AGI of $0 and $10,000.
These phase-out ranges are for 2020. For years
after 2020, the phase-out ranges, except for the
$0 to $10,000 range, will be increased to reect
a cost-of-living adjustment, if any. Adjusted gross
income is dened in section 408A(c)(3).
2. In the case of a joint return, the AGI limits in the
preceding paragraph apply to the combined AGI of
the Grantor and his or her spouse.
ARTICLE III
The Grantor’s interest in the balance in the Trust
Account is nonforfeitable.
ARTICLE IV
1. No part of the trust account funds may be invested
in life insurance contracts, nor may the assets of the
custodial account be commingled with other property
except in a common trust fund or common investment
fund (within the meaning of section 408(a)(5)).
Trust Agreement for Self-Directed Roth
Individual Retirement Accounts
2
Trust Agreement for Self-Directed Roth Individual Retirement Accounts
2. No part of the trust account funds may be
invested in collectibles (within the meaning of
section408(m)) except as otherwise permitted by
section 408(m)(3), which provides an exception for
certain gold, silver, and platinum coins, coins issued
under the laws of any state, and certain bullion.
ARTICLE V
1. If the Grantor dies before his or her entire interest is
distributed to him or her and the Grantor’s surviving
spouse is not the designated beneciary, the
remaining interest will be distributed in accordance
with paragraph (a) below or, if elected or there
is no designated beneciary, in accordance with
paragraph (b) below.
a. The remaining interest will be distributed,
starting at the end of the calendar year
following the year of the Grantor’s death, over
the designated beneficiary’s remaining life
expectancy as determined in the year following
the death of the Grantor.
b. The remaining interest will be distributed by the
end of the calendar year containing the fifth
anniversary of the Grantor’s death.
2. The minimum amount that must be distributed each
year under paragraph 1(a) above is the account
value at the close of business on December 31 of
the preceding year divided by the life expectancy (in
the single life table in Regulations section 1.401(a)
(9)-9) of the designated beneciary using the
attained age of the beneciary in the year following
the year of the Grantor’s death and subtracting 1
from the divisor for each subsequent year.
3. If the Grantor’s surviving spouse is the designated
beneciary, such spouse will then be treated as
the Grantor.
ARTICLE VI
1. The Grantor agrees to provide the Trustee with all
information necessary to prepare any reports required
by section 408(i) and 408A(d)(3)(E), Regulations
sections 1.408-5 and 1.408-6, or other guidance
published by the Internal Revenue Service (IRS).
2. The Trustee agrees to submit to the IRS and Grantor
the reports prescribed by the IRS.
ARTICLE VII
Notwithstanding any other articles which may be added
or incorporated, the provisions of Articles I through IV
and this sentence will be controlling. Any additional
articles inconsistent with section 408A, the related
regulations, and other published guidance will be invalid.
ARTICLE VIII
This agreement will be amended as necessary to comply
with the provisions of the Code, the related regulations,
and other published guidance. Other amendments
may be made with the consent of the persons whose
signatures appear below.
ARTICLE IX
All of the provisions set forth in this document entitled
“Additional Provisions Applicable to TIAA Self-Directed
IRAs” shall also apply to this Agreement and are
incorporated herein by this reference for all purposes,
unless otherwise stated therein.
ADDITIONAL PROVISIONS APPLICABLE TO TIAA
SELF-DIRECTED IRAS
1. Definitions
a. “Account,” “Trust Account,” or “IRA” shall mean
the Self-Directed Roth Individual Retirement Trust
Account established hereunder for the benefit
of the Grantor and/or his or her Beneficiary or
Beneficiaries.
b. “Account Application,” “Application,” or “Adoption
Agreement” shall mean the Application by
which this Account is established by the
agreement between the Grantor and the Trustee.
The statements contained therein shall be
incorporated into this Agreement.
c. “Agreement” shall mean the Self-Directed Roth
Individual Retirement Account Trust Agreement
and the TIAA Disclosure Statement, including
the information and provisions set forth in any
Application for the IRA, as the same may be
3
amended from time to time. This Agreement,
including the Application and the Designation
of Beneficiary filed with the Trustee, may
be provided either by an original copy or a
reproduced copy thereof, including, without
limitation, a copy reproduced by photocopying,
facsimile transmission, electronic imaging, or
other means of electronic transmission.
d. “Beneficiary” shall mean the person(s), or
entity(ies), (for instance, a trust), designated
from time to time by a Grantor or Grantor’s
surviving spouse to receive benefits by reason
of the death of the Grantor or of such spouse,
or the person or persons described in Article IX,
Section 6(b), of the IRA who would otherwise be
entitled to receive such benefits.
e. “Code” or “Internal Revenue Code” shall mean
the Internal Revenue Code of 1986, as amended
from time to time.
f. “Grantor” shall mean the Grantor and an individual
who adopts the IRA and who makes contributions
or on whose behalf contributions are made to his
or her Trust Account pursuant to the IRA.
g. “Rollover Account” shall mean an Account
established by a Grantor in which amounts
are deposited in accordance with Article IX,
Section 4(b), of the IRA.
h. “Spouse” shall mean a person who meets the
definition of spouse under federal law. IRS
guidance provides that civil unions and domestic
partnerships that may be recognized under state
law are not marriages unless denominated as such.
i. “Simplified Employee Pension Account” shall
mean an Account established by a Grantor
whose employer has adopted a simplified
employee pension IRA pursuant to Section
408(k) of the Code.
j. “Trustee” shall mean TIAA, FSB and any successor
Trustee qualified to serve in such capacity with
respect to IRA assets under applicable law and
regulations, which has accepted to serve as
trustee of the Trust Account.
2. Grantor’s Representations. The Grantor acknowledges
and represents to the Trustee as follows:
a. The Grantor has been advised that the entirety
of this Agreement has not been approved by the
Internal Revenue Service (“IRS”).
b. The Grantor has been advised that the Trustee
does not make warranties or in any way
represent that earnings of the Trust Account
will be exempt from taxation, that any rollover
contribution will be excludable from gross income
for tax purposes, or that the Grantor will be free
of any penalty taxes which may be incurred as
a result of his or her failure to comply with the
laws and regulations applicable to Roth IRAs.
c. The Grantor is eligible for a Roth IRA and
the contributions to be made thereto will be
made in accordance with applicable laws and
regulations. The Grantor is responsible for all
fines and assessments, and for any adverse tax
consequences, which may be imposed on the
Grantor by applicable law. The Trustee assumes
no liability whatsoever for tax implications
associated with this Agreement.
d. Any information the Grantor has provided or
will provide to the Trustee with respect to this
Agreement is complete and accurate. The
Grantor will inform the Trustee of any change
in any such information that could affect the
efficient administration of the Trust Account.
Such information includes, but is not limited to, a
change in mailing or residence address, a change
in beneficiary, and a change in the Grantor’s tax
year for contributions. Any direction given by the
Grantor to the Trustee, or any action taken by the
Grantor, will be proper under this Agreement and
applicable law. The Trustee shall have the right to
rely upon any information furnished by the Grantor
(or any Beneficiary following the Grantor’s death).
The Grantor hereby agrees that the Trustee will
not be liable for any loss or expense resulting
from any action taken or determination made in
reliance on such information. The Trustee will
not be responsible for the Grantor’s actions or
Trust Agreement for Self-Directed Roth Individual Retirement Accounts
4
failures to act. Likewise, the Grantor will not be
responsible for the Trustee’s actions or failures
to act; provided, however, that the Trustee’s
duties and responsibilities under this Agreement
are limited to those specifically stated in the
Agreement, and no other or further duties or
responsibilities will be implied.
3. Notices and Change of Address. Any required notice by
the Trustee regarding this Account will be considered
effective when sent by the Trustee to the last address
of the intended recipient that is on the records of
the Trustee. The last address of the Grantor on the
records of the Trustee will be the address used for
any tax withholding, disbursement, and reporting
required by taxing authorities. Any notice to be given
to the Trustee will be effective when actually received
by the Trustee and following the Trustee’s reasonable
opportunity to act thereon. The Grantor will notify the
Trustee of any change of address.
4. Contributions
a. Excess Contributions. The Grantor is responsible
for the determination of any excess contributions
and the timely withdrawal thereof. If the IRS or
the Grantor notifies the Trustee in writing that
the contributions to the Account have exceeded
the contribution limitations described in ArticleI
of the IRA, or the Grantor has exceeded the
applicable income limits described in Article II, the
Trustee shall distribute from the Account to the
Grantor the amount of such excess contribution
and, as determined by the Grantor, any income
attributable thereto. The Grantor may revoke such
notice in writing if the IRS has not notified the
Trustee of the IRS’ determination that the excess
contribution was willfully made by the Grantor. The
Trustee, at the request of the Grantor, may credit
as a contribution for the current taxable year,
the amount shown in the notice of the Grantor
revoking his or her prior notification.
b. Rollover Contributions.
i. If directed by the Grantor, the Trustee shall
open and maintain a separate Account
for each rollover contribution described in
Section408A(e) of the Code, or any other
applicable section of the Code.
ii. If a Grantor desires to roll over or transfer
assets other than cash to his or her IRA,
the Trustee shall accept such assets only
if they are compatible with the Trustee’s
administrative or operational requirements
and regular business practices. Unless
otherwise directed by the Grantor, any
rollover contribution made by a Grantor may
be combined with any other of the Grantor’s
Accounts and further contributions may be
made to that Account.
iii. If the Grantor indicates in the Adoption
Agreement that the initial contribution to the
Trust Account is a rollover contribution, then
the Grantor warrants and certifies that such
amount qualifies as a rollover contribution.
The Grantor shall assume the obligation to
ascertain whether such a rollover contribution
is proper pursuant to the Code or the
provisions of any other IRA or account.
c. Regular IRA Contributions Deadlines. The last
day to make annual IRA contributions for a
particular tax year is the deadline for filing the
Grantor’s federal income tax return, not including
extensions, or such later date as may be
determined by the Department of Treasury or the
IRS for the taxable year for which the contribution
relates. The Grantor shall designate, in a form and
manner acceptable to the Trustee, the taxable
year for which such contribution is made.
5. Investment of Contributions
a. Direction by Grantor. Each Grantor shall direct
the Trustee with respect to the investment of
all contributions to his or her Account and the
earnings thereon. Such directed investments shall
be limited to publicly traded securities, covered
call options, covered put options, debit spreads,
long put and long call options, mutual funds,
money market instruments, and other investments,
to the extent that they are obtainable through
Trust Agreement for Self-Directed Roth Individual Retirement Accounts
5
and subject to the custody of the Trustee in the
Trustee’s regular course of business, and subject
to such other limitations as may be agreed to
by the Grantor and introducing broker-dealer. All
transactions directed by the Grantor shall be
subject to the rules, regulations, customs, and
usages of the exchange, market, or clearing house
where executed, and to all applicable federal and
state laws and regulations, and to internal policies
of the Trustee. The Trustee reserves the right
not to accept assets intended for deposit to the
Account and may at any time require liquidation or
transfer of any asset held in the Trust Account if
the Trustee determines that maintaining custody
of any such asset is not in accordance with the
Trustee’s policies, administrative or operational
requirements or regular business practices.
The Grantor understands that the Trustee shall
attribute earnings only to assets held in the
Account while in the custody of the Trustee. The
Grantor understands that the income from, and
gain or loss on, each investment the Grantor
selects for the Account will affect the value of
the Account, and that the growth in value of an
Account cannot be guaranteed or projected.
b. Direction by Beneficiary. Subject to the standard
practices of the Trustee, if the Grantor dies before
part or all of his or her interest in this Account is
distributed to him or her, the remaining assets in
the Account shall be invested as directed by the
Grantor’s Beneficiary or Beneficiaries; provided,
however, that (1) if the Beneficiary is a trust,
such investment directions shall be given by the
trustee of such trust, and (2) if the Beneficiary is
the Grantor’s estate, such investment directions
shall be given by the personal representative
of such estate. In such event, the Beneficiary
or Beneficiaries shall be treated as the Grantor
for all purposes as though he or she were the
signatory to the Agreement.
c. No Duty to Review. The Trustee shall not be under
any duty to review or question any direction of the
Grantor with respect to investments, to review
any securities or other property held in trust, or
to make suggestions to the Grantor with respect
to investments. The Trustee will not be liable for
any loss that may result by reason of investments
made by the Trustee in accordance with the
directions of the Grantor.
d. Delegation of Investment Responsibility.
Regardless of any other provision of this
Agreement to the contrary, the Grantor may also
appoint an investment professional or other
person to act as the Grantor’s representative
with authority to direct the Trustee with respect
to the investment of assets in the Trust Account.
The appointment, however, will be effective only
if (1) the Trustee has received an executed copy
of an agreement between the Grantor and the
representative in a form and manner acceptable
to the Trustee that specifies the authority of the
representative to act on behalf of the Grantor,
and (2) the Trustee does not object to acting
on the direction of that person, which objection
the Trustee may assert for any reason at any
time. If the Grantor appoints a representative,
as provided for above, references to the Grantor
in this section (“Investment of Contributions”)
of this Agreement and in the “Powers, Duties,
and Obligations of Trustee” section (ArticleIX,
Section 8) of this Agreement (insofar as
pertinent to securities with respect to which the
representative has investment authority) are also
to that representative. However, all references
in this Agreement to the individual whose
Trust Account is involved and to the making of
contributions and the receipt of distributions
are only to the Grantor. The Grantor may revoke
the authority of any representative at any time
by notifying the Trustee in a form and manner
acceptable to the Trustee and the Trustee shall
not be liable in any way for the transactions
initiated prior to its receipt of such notice.
e. Investment of Cash Balances. Your Account
includes a sweep program feature which
automatically transfers available uninvested
cash balances in your Account at the end of each
business day to a money market mutual fund
Trust Agreement for Self-Directed Roth Individual Retirement Accounts
6
sweep or bank sweep deposit account (each
a “Sweep Vehicle” and together the “Sweep
Program”) and facilitates the redemption of
available shares of any such money market
mutual funds sweep or the transfer of available
cash balances from any such bank sweep deposit
accounts to your Account to cover purchases
of securities and other debits in your Account.
Available Sweep Vehicles vary based on account
type. Grantor directs us to use the Sweep Vehicle
indicated on your Account Application as the
Sweep Vehicle for your Account and, if Grantor
fails to indicate a Sweep Vehicle, Grantor directs
us to use the default Sweep Vehicle indicated
therein. If your Account type includes only one
Sweep Vehicle, Grantor acknowledges that
the Sweep Vehicle set forth in your Account
Application will serve as the sweep option in
which all available uninvested cash balances
in your Account will be allocated at the end of
each Business Day. The Grantor authorizes the
Trustee to deposit uninvested cash balances in
demand deposits, savings deposits or similar
accounts maintained in the commercial or
savings department of any bank or savings
association, the deposits of which are insured
by the Federal Deposit Insurance Corporation
(“FDIC”), including those of the Trustee (TIAA,
FSB, Member FDIC, Equal Housing Lender)
or any bank or savings association that is an
affiliate of the Trustee; provided that any such
deposits bear a reasonable rate of interest.
The Grantor directs and authorizes the Trustee
to withdraw, transfer in-kind or liquidate out of
any discontinued Sweep Vehicle Grantor’s funds
or shares and deposit or transfer such funds
or shares into any other Sweep Vehicle then
offered by the Trustee. Different Sweep Vehicles
may have different rates of return and different
terms and conditions, including but not limited
to, requiring minimum cash balances in your
Account before such balances may be swept to
a Sweep Vehicle. Money market mutual funds
are securities that are registered with the U.S.
Securities and Exchange Commission (SEC) under
the Investment Company Act of 1940 and the
Securities Act of 1933. Although money market
funds attempt to maintain a stable net asset
value of $1 per share, there is no guarantee
that the fund will in fact maintain a $1 per share
stable net asset value. Money market funds are
not insured by the FDIC. Money market funds are,
however, securities subject to protection by the
Securities Investor Protection Corporation (SIPC)
in the event of insolvency of TIAA Brokerage or
Pershing, LLC as the brokerage firm holding your
Account and cash or securities are owed to you.
SIPC is a non-profit member corporation funded
primarily by member securities brokerage firms
registered with the SEC which protects customers
up to certain limits in the event of the failure of
a brokerage firm where cash and securities are
owed to customers. See the TIAA Brokerage SIPC
Asset Protection Guide for more information.
SIPC does not protect against loss due to
market fluctuation or failure of the issuer of a
money market fund. More specific information
about a particular money market mutual fund,
including applicable fund restrictions, fees and
expenses and other important information, can
be found in the fund’s prospectus. Bank sweep
options are deposit accounts held at one or
more banks. Deposit accounts pay interest on
deposits pursuant to the terms and conditions
in the disclosure document for the applicable
bank sweep option. Interest rates may fluctuate
and may vary among banks. Deposit accounts
are not subject to SIPC protection. They are
subject to FDIC insurance up to applicable
limits. FDIC insurance protects against loss of
deposit amounts in the event the bank holding
the deposits fails. More specific information
about particular bank sweep options, including
applicable FDIC insurance limits, interest
amounts and other important information can be
found in the applicable bank sweep disclosure
document. Prospectuses or similar disclosure
documents for the Sweep Vehicle option(s)
available for your Account are available by calling
800-927-3059. Grantor agrees to review these
Trust Agreement for Self-Directed Roth Individual Retirement Accounts
7
disclosure documents prior to opening your
Account. The Trustee may change the terms and
conditions of the Sweep Program and the Sweep
Vehicle options available for your Account, in its
sole discretion. The Trustee will provide Grantor
with written notice in advance of adding, changing
or deleting Sweep Vehicle options for your
account or making other changes to the Sweep
Program to the extent required by applicable law.
6. Withdrawals
The Grantor (and the Beneficiaries after the
Grantor’s death) may withdraw all or part of his or
her Trust Account balance at any time. All requests
for withdrawal (i) shall be in a form and manner
provided by or acceptable to the Trustee; (ii) shall be
deemed to constitute a certification by the Grantor
that the Grantor is permitted to receive the funds
directed to be withdrawn; and (iii) shall be subject
to all applicable tax and other laws and regulations,
including possible early withdrawal penalties and
withholding requirements. Notwithstanding any other
provision of this Agreement to the contrary, the
Trustee assumes (and shall have) no responsibility
to make any distribution to the Grantor unless and
until such instructions specify the occasion for
such requested withdrawal. Prior to effectuating any
such withdrawal from the Trust Account, the Trustee
shall be furnished with any and all applications,
certificates, tax waivers, signature guarantees,
and other documents (including proof of any legal
representative’s authority) deemed necessary or
advisable by the Trustee. The Trustee shall not
be liable for complying with instructions which
appear to be genuine, or for refusing to comply if
the Trustee is not satisfied that such instructions
are genuine, and assumes (and shall have) no duty
of further inquiry. The Grantor shall provide such
instructions within a reasonable period prior to the
date the withdrawal is requested to be made. After
receipt of proper instructions as required above and
a reasonable opportunity to act thereon, the Trustee
shall cause the assets of the Trust Account to be
distributed in cash and/or in kind, as specified in
such order. If payment is made outside of the United
States, special federal income tax withholding rules
may apply. Distributions to the Grantor from the IRA
may be made in a single sum, periodic payment, or
a combination of both.
a. Required Distributions. The Trustee shall, if
requested by the Grantor, be responsible for
computing the required minimum distribution
amount in accordance with Article IV of the
IRA, and for notifying the Grantor accordingly.
The Grantor shall be responsible for causing
the required minimum distribution amount to
be withdrawn from his or her Account each
year. Notwithstanding anything in Article IV to
the contrary, the Trustee shall not, without the
consent of the Grantor, distribute the value
of the required minimum distribution where
the Grantor fails to choose any method of
distribution by April 1st of the year following the
year the Grantor reaches age 72.
b. Beneficiaries. Following the death of the Grantor,
the balance of the Grantor’s Trust Account
shall be distributed to the Grantor’s designated
Beneficiary or Beneficiaries, if any, in accordance
with the provisions of Article IV of the IRA and in
accordance with the Trustee’s administrative or
operational requirements and regular business
practices. A Grantor may designate a Beneficiary
or Beneficiaries of the Trust Account at any
time, and any such designation may be changed
or revoked at any time, by written designation
executed by the Grantor in a form and manner
prescribed by or acceptable to, and filed with,
the Trustee.
A surviving spouse beneficiary will also be
entitled to such additional beneficiary payment
options as are granted under the Code or
applicable regulations.
Such designation, change, or revocation shall be
effective only upon receipt by the Trustee and
only if such receipt shall be during the Grantor’s
lifetime. The latest such designation, change, or
revocation shall control. If there is no Beneficiary
designation on file with the Trustee, or if the
Trust Agreement for Self-Directed Roth Individual Retirement Accounts
8
designated Beneficiary(ies) has (have) not
survived the Grantor, the Trustee shall distribute
the Trust Account to the survivors of the Grantor
in the following order of preference.
i. The Grantor’s surviving spouse, if any
ii. The Grantor’s children, if any, in equal shares
per stirpes
iii. The Grantor’s estate
If the Grantor designates more than one primary
or contingent Beneficiary but does not specify
the percentages to which such Beneficiary or
Beneficiaries are entitled, payment will be made
to the surviving Beneficiary or Beneficiaries in
equal shares. Unless otherwise designated by the
Grantor in a form and manner acceptable to the
Trustee (i) if a primary or contingent Beneficiary
designated by the Grantor predeceases the
Grantor, the Account will be divided equally among
the surviving Beneficiary or Beneficiaries; (ii) if
there is no primary Beneficiary or Beneficiaries
living at the time of the Grantor’s death, payment
of the Grantor’s Account upon his or her death will
be made to the surviving contingent Beneficiary
or Beneficiaries designated by the Grantor;
(iii)ifaBeneficiary does not predecease the
Grantor but dies before receiving his or her entire
interest in the Trust Account, his or her remaining
interest in the Trust Account shall be paid to the
Beneficiary or Beneficiaries designated by the
deceased Beneficiary. If there is no Beneficiary
designation of the deceased Beneficiary on file
with the Trustee, the Trustee shall distribute the
Trust Account to the survivors of the deceased
Beneficiary in the following order of preference.
i. The deceased Beneficiary’s surviving spouse,
ifany
ii. The deceased Beneficiary’s children, if any, in
equal shares per stirpes
iii. The deceased Beneficiary’s estate
If the Trustee is unable to make a distribution
to a Grantor, a Beneficiary, or other distributee
because the last known mailing address of such
individual shown on the Trustee’s records, if any, is
no longer valid, the Trustee may hold the proceeds
in a noninterest-bearing account until such funds
escheat by operation of law, and shall incur no
liability for so doing. Under no circumstances
shall the Trustee be required to ascertain the
whereabouts of the Beneficiary or Beneficiaries.
The Beneficiary or Beneficiaries are responsible to
ensure that distributions are made in accordance
with the provisions of Article V of the IRA.
c. Account Only Source of Benefits. The only source
of benefit for the Grantor, Spouse, or Beneficiary
of the Account under this IRA shall be the
Trust Account.
d. Qualifying Terminable Interest Property (“QTIP”)
and Qualified Domestic Trust (“QDOT”). The
provisions of this Section 6(d) of Article IX of the
IRA shall apply if the Grantor has designated a
QTIP or a QDOT for the benefit of his or her spouse
(which trust is intended to satisfy the conditions
of Section2056(b)(7) or 2056A of the Code) as
Beneficiary of this IRA (hereafter referred to as
the “Spousal Trust”), but only if the Grantor, the
trustee of the Spousal Trust, or the executor of
the estate of the deceased Grantor notifies the
Trustee in a written document acceptable to the
Trustee of such individual’s intention to have this
Section apply. After the death of the Grantor, and
upon written direction of the trustee of the Spousal
Trust, the Trustee shall distribute to the trustee of
the Spousal Trust an amount equal to the greater
of (1) all of the income of the Account for the year
or (2) the amount required to be distributed under
Section 401(a)(9) of the Code and the regulations
thereunder annually or at more frequent intervals.
No person shall have the power to appoint any
part of the Account to any person other than the
Spousal Trust.
If requested by the trustee of the Spousal
Trust, the Trustee shall pay additional amounts
from the Account’s principal to the Spousal
Trust. The trustee of the Spousal Trust or the
Grantor’s surviving spouse has the right to direct
the Trustee to convert nonproductive property
Trust Agreement for Self-Directed Roth Individual Retirement Accounts
9
into productive property. After the death of the
Grantor’s surviving spouse, the Trustee shall
pay any amounts remaining in the Account in
accordance with written instructions given to the
Trustee by the trustee of the Spousal Trust.
The Trustee shall have no responsibility to
determine whether such treatment is appropriate.
e. The Trustee shall not be responsible for
the purpose, sufficiency, or propriety of any
distribution. The Trustee is only authorized to make
distributions in accordance with instructions of the
Grantor, or after the Grantor’s death, of his or her
Beneficiary, or as otherwise provided for in this
Agreement. Such instructions must be given in a
form and manner acceptable to the Trustee.
7. Transfer
a. Transfer. If the Grantor terminates his or her Trust
Account, the Trustee shall distribute or transfer
the Account balance in accordance with the
Grantor’s written instructions and in accordance
with this Agreement. The Grantor authorizes
the Trustee to retain such sums as the Trustee
may deem necessary for payment of all the
Trustee’s fees, compensation, costs, and any
expenses, including, but not limited to, annual
maintenance fees and account termination fees,
or for payment of any other liabilities which might
constitute a charge to either the Account or the
Trustee; provided, however, that notwithstanding
the foregoing, any securities and other property
held in the Grantor’s Account may only be used
to satisfy your indebtedness or other obligations
to the Trustee related to such Account. The
balance of any such reserve remaining after
the payment of the above items shall be paid,
distributed, or transferred upon satisfaction of
any such charge. The Trustee shall have no duty
to ascertain whether any payment, distribution,
or transfer as directed by the Grantor is proper
under the provisions of the Code, this Agreement,
or otherwise.
b. Dissolution of Marriage. A Grantor may transfer
any portion or all of his or her interest in an
Account to a former spouse under a written
instrument incident to divorce or under a divorce
decree containing transfer instructions acceptable
to the Trustee and compliant with the Trustee’s
administrative or operational requirements
and regular business practices, whereupon
such Account, or the transferred portion of
such Account, shall be held for the benefit of
such former spouse subject to the terms and
conditions of the IRA.
8. Powers, Duties, and Obligations of Trustee
a. No Investment Discretion. The Trustee shall have
no discretion to direct any investments of an
Account and is merely authorized to acquire and
hold the particular investments specified by the
Grantor. The Trustee will not act as investment
advisor or counselor to a Grantor and will not
advise a Grantor or offer any opinion or judgment
on any matter pertaining to the nature, value,
potential value, or suitability of any investment or
potential investment by a Grantor.
b. Administrative Powers. The Trustee may hold any
securities acquired hereunder in the name of
the Trustee without qualification or description
or in the name of any nominee. Pursuant to the
Grantor’s direction, the Trustee shall have the
following powers and authority with respect to the
administration of each Account.
i. To invest and reinvest the assets of the
Account without any duty to diversify and
without regard to whether such investment is
authorized by the laws of any jurisdiction for
fiduciary investments.
ii. To exercise or sell options, conversion
privileges, or rights to subscribe for additional
securities and to make payments therefor.
iii. To consent to or participate in dissolutions,
reorganizations, consolidations, mergers,
sales, leases, mortgages, transfers, re-
registrations of securities, or other changes
affecting securities held by the Trustee.
iv. To make, execute, and deliver as Trustee any
Trust Agreement for Self-Directed Roth Individual Retirement Accounts
10
and all contracts, waivers, releases, or other
instruments in writing necessary or proper for
the exercise of any of the foregoing powers.
v. To grant options to purchase securities held
by the Trustee or to repurchase options
previously granted with respect to securities
held by theTrustee.
vi. In general, to take such other actions and
execute such other documents as may be
necessary or desirable to exercise the powers
conferred on the Trustee in this Agreement.
The Trustee may perform any of its administrative
powers and other duties under this Agreement
through such other persons or entities as may
be designated by the Trustee from time to time.
No such designation or change thereof shall be
considered an amendment of this Agreement.
c. Proxies. All proxy and solicitation materials,
notices of shareholders’ meetings, current
prospectuses, and other annual or regular
shareholder reports shall, to the extent furnished
to the Trustee by the issuers of the securities
in the Account, be sent by the Trustee or the
Trustee’s delegee to the Grantor. The Trustee
shall not be responsible for taking any action
pursuant to any such materials.
d. Records and Reports. The Trustee shall keep
accurate records of all contributions, receipts,
investments, distributions, disbursements, and
all other transactions of the Account. Within
120 days (or such other deadline imposed
by applicable law) after the close of each
calendar year (or after a distribution or transfer
of a Grantor’s Account or upon the Trustee’s
resignation or removal), the Trustee shall file
with the Grantor a written report (which may
consist of copies of the Trustee’s regularly issued
Account statements) reflecting all transactions
affecting the Account for the period in question
and including a statement of the assets in the
Account and their fair market values. Unless the
Grantor files a written statement of exceptions or
objections to the report with the Trustee within
60 days after mailing of the report, the Grantor
shall be deemed to have approved such report
and the Trustee shall be released from all liability
to anyone (including any Grantor’s spouse or
Beneficiary) with respect to all matters set forth
in the report. No person other than a Grantor, the
spouse of a Grantor, or Beneficiary may require an
accounting.
e. Legal Proceedings. The Trustee shall have the
right at any time to apply to a court of competent
jurisdiction for judicial settlement of the Trustee’s
accounts or for determination of any questions of
construction, which may arise, or for instructions.
The only necessary party defendant to any such
action shall be the Grantor, but the Trustee may
join any other person or persons as a party
defendant. The cost, including the Trustee’s
attorney’s fees, of any such proceeding shall
be charged as an administrative expense under
Article IX, Section 11, of this Agreement.
f. Scope of Trustee’s Duties. The Trustee shall
only have the duties that are specifically set
forth in this IRA. The Trustee shall not make
any investments or dispose of any investments
held in an Account, except upon the direction
of the Grantor or in accordance with Article IX,
Section12(d), of the IRA. The Trustee shall not
question any such directions of the Grantor,
review any securities or other property held in
an Account, or make suggestions to the Grantor
with respect to the investment, retention, or
disposition of any assets held in an Account.
g. Scope of Trustee’s Liability. The Trustee shall not
be liable for any loss of any kind that may result
from any action taken by the Trustee in accordance
with the directions of the Grantor or his or her
designated agent or attorney in fact or from any
failure to act because of the absence of any such
directions. The Trustee shall not be responsible
for determining whether any contribution or
rollover contribution satisfies the requirements of
the Code. The Trustee shall not be liable for any
taxes (or interest thereon) or penalties incurred by
the Grantor in connection with any Account or in
Trust Agreement for Self-Directed Roth Individual Retirement Accounts
11
connection with any contribution to or distribution
from the Account. The Trustee is entitled to act
upon any instrument, certificate, or form the
Trustee believes in good faith is genuine and is
executed or presented by the proper person or
persons, and the Trustee need not investigate
or inquire as to any statement contained in such
document but may accept it as true and accurate.
The Trustee is not liable for any losses directly or
indirectly caused by an act of God, usually severe
weather conditions, fire, flood, natural calamity,
civil or labor disturbance, epidemic, pandemic, acts
of war, acts of catastrophic accident, exchange,
or market issues, including the suspension
of trading, market volatility, trade volume, or
act of any governmental authority, malfunction
of equipment or software (except where such
malfunction is primarily attributable to the
Trustee’s gross negligence or willful misconduct in
selecting, operating or maintaining the equipment
or software), failure of or the effect of rules or
operations of any external funds transfer system,
inability to obtain or interruption of external
communications facilities, or any cause beyond the
Trustee’s reasonable control.
The Grantor, the Grantor’s legal representatives,
and the Beneficiaries following the Grantor’s
death shall release and fully indemnify and hold
harmless the Trustee and its affiliates and their
respective officers, directors, shareholders,
employees and other agents from any liability
which may arise hereunder, including any
liability in connection with the establishment
or maintenance of the Trust Account and the
Trustee’s obligations under this Agreement,
except liability arising from the Trustee’s own acts
of gross negligence or willful misconduct. This
indemnification will survive the termination of this
Agreement and the Trust Account.
9. Resignation or Removal of Trustee
a. Resignation. The Trustee may resign as Trustee
hereunder as to any Account by providing thirty
(30) days’ prior written notice thereof to the
Grantor (or any Beneficiary following the Grantor’s
death). Upon the Trustee’s resignation, the Trustee
may, but shall not be required to, appoint a
corporation or other organization as the successor
Trustee under this Agreement. Each Grantor, after
the receipt of the resignation, shall have 30 days
to appoint an alternative successor Trustee. If
no alternate is chosen within such time period,
the Grantor will be deemed to have accepted the
Trustee’s appointed successor Trustee. Upon
acceptance of appointment by the successor, the
Trustee shall assign, transfer, and deliver to the
successor all assets held in the Account to which
such resignation or removal relates. The Trustee
is authorized, however, to reserve such amounts
the Trustee deems advisable to provide for the
payment of expenses and fees then due or to be
incurred in connection with the settlement of the
Trustee’s account, and any balance remaining
after the settlement of the Trustee’s account shall
be paid to the successor Trustee or trustee. At
the sole discretion of the Trustee, any successor
Trustee appointed by the Trustee may, with the
approval of the Trustee, amend the Agreement by
giving notice to the Grantor.
If the Trustee does not choose to appoint a
successor, the Grantor has 30 days after receiving
notification of the Trustee’s resignation to appoint
a qualifying successor Trustee and provide transfer
instructions to the Trustee. If the Grantor fails to
appoint a successor Trustee and provide transfer
instructions within such time period, the Trustee
shall have the right to terminate the Trust Account,
liquidate all Assets in the Account and mail a
check to the Grantor for any net proceeds. If the
Account is liquidated, the Grantor agrees to be
liable for any resulting losses and expenses of
liquidation incurred by the Trustee, which expenses
the Trustee may deduct from the net proceeds in
the Account. Upon transfer of the Assets following
the termination of the Account and this Agreement,
the Trustee will be discharged and released from
any further liability under this Agreement.
b. Removal. The Grantor shall substitute another
Trust Agreement for Self-Directed Roth Individual Retirement Accounts
12
Trustee in place of the Trustee upon notification
by the IRS that such substitution is required
because the Trustee has failed to comply
with the requirement of Treasury Regulation
Section1.408-2(e), or is not keeping such
records, or making such returns, or rendering such
statements as are required by that regulation.
c. The Trustee shall not be liable for the acts or
omissions of any predecessor Trustee and shall
have no obligation to review or audit the acts of
any predecessor Trustee.
10. Amendment and Termination of the IRA
a. Amendment or Termination. The Trustee may
amend or terminate this IRA or this Account at any
time consistent with the provisions of applicable
law without obtaining the consent of the Grantor,
the spouse of the Grantor, or Beneficiary or
beneficiaries. No amendment of the IRA, however,
shall deprive any Grantor, spouse of a Grantor,
or Beneficiary or Beneficiaries of any benefit to
which he or she was entitled under the IRA from
contributions made prior to the amendment
unless the amendment is necessary to conform
the IRA to the current or future requirements of
Section408 of the Code, or other applicable law,
regulation, or ruling, in which case the Trustee is
expressly authorized to make amendments that are
necessary for such purposes retroactively to the
later of the effective date of the IRA or the effective
date of any future legal requirements. A Grantor
may change an election or designation made with
respect to the Adoption Agreement, provided such
change is made in a form and manner prescribed
by and acceptable to the Trustee.
b. Termination. The Trustee may terminate this IRA
or this Trust Account at any time upon thirty (30)
days’ prior written notice to the Grantor (or the
Beneficiary following the Grantor’s death). If the
Trustee terminates the Trust Account for any
reason, the balance held in each Trust Account for
the benefit of a Grantor or Beneficiary(ies) shall be
distributed by the Trustee to a successor Trustee,
in accordance with paragraph a of Section 9 above.
c. Distribution on Termination. If the Account is
terminated for any reason by the Trustee, the
balance held in each Account for the benefit of
a Grantor, spouse of a Grantor, or Beneficiary or
Beneficiaries shall be distributed by the Trustee to
a successor Trustee or trustee, in accordance with
Article IX, Section 9, of the IRA.
11. Fees, Expenses, and Indebtedness
a. Payment of Fees and Expenses. The annual
maintenance, termination, and other
administration fees shall be charged by the
Trustee in accordance with the Trustee’s
published fee schedule in effect at the time the
Trustee’s services are provided, the Grantor
acknowledging that such fee schedule may
be amended by the Trustee from time to time.
A portion of the fees collected by the Trustee
may be shared with the financial institution
that introduced the Grantor’s Account. Any
administrative expenses, including fees for
legal and/or accounting services incurred by
the Trustee at the request of or necessitated
by the actions of the Grantor or designated
Beneficiary or Beneficiaries, including, but not
by way of limitation, the directions of investment
of Trust Account assets in an investment that
causes the Trust Account to realize unrelated
business taxable income within the meaning
of Section 512 of the Code, which are over
and above the services set forth in the fee
schedule shall be paid by the Grantor and the
Grantor hereby covenants and agrees to pay the
same. The Trustee’s fees and expenses shall
be automatically debited to the Trust Account
unless the Grantor chooses to pay the fee in
a timely manner before the Trust Account has
been so charged and fees or other administrative
expenses that are not paid by the Grantor when
due may be charged to the Trust Account. The
Trustee reserves the right to liquidate any assets
of the Trust Account to collect any charge for
which payment may at any time be past due. In
the event of Account termination by the Grantor
or the Trustee for any reason, the Trustee shall
Trust Agreement for Self-Directed Roth Individual Retirement Accounts
13
be entitled to receive the full termination fee,
along with the full, nonprorated current year
maintenance fees, regardless of the date during
the year that the Account is terminated. Such
amounts will be automatically charged against
the IRA at the time the Grantor terminates the
IRA. Any reimbursement of fees charged against
an Account will be recorded as a contribution to
the Account and reported to taxing authorities
accordingly. Specific fee details are provided
in the current fee schedule available from the
Trustee or from the financial organization that has
introduced your Account to the Trustee.
b. Taxes. Any taxes of any kind whatsoever that may
be levied or assessed upon any Trust Account or
that the Trustee may otherwise be charged with
the responsibility of collecting shall be paid from
the assets of the Trust Account involved.
c. Brokerage Commissions. The Account will be
charged brokerage commissions and other
securities transaction-related charges for the
transactions in the Trust Account in accordance
with the Trustee’s usual practice.
d. Indebtedness. The Grantor shall pay any debit
balance or other obligation owing to the Trustee
on demand.
12. Miscellaneous
a. Prohibited Transactions. No Grantor, spouse of
a Grantor, or Beneficiary shall be entitled to use
a Grantor’s Account, or any portion thereof, as
security for a loan or borrow from the Account.
Neither the Trustee, the Grantor, nor any other
person or organization shall engage in any
prohibited transaction, within the meaning of
Section 4975 of the Code, with respect to any
Grantor’s Account.
b. Prohibition Against Assignment of Benefits.
Except to the extent otherwise required by law,
none of the benefits, payments, or proceeds
held in an Account on behalf of any Grantor,
spouse of a Grantor, or Beneficiary shall be
subject to the claims of any creditor of such
Grantor, spouse of a Grantor, or Beneficiary,
nor shall any Grantor, spouse of a Grantor, or
Beneficiary have any right to anticipate, sell,
pledge, option, encumber, or assign any of the
benefits, payments, or proceeds to which he or
she is or may be entitled under the IRA.
c. Applicable Law. The IRA shall be construed,
administered, and enforced according to the laws
of the State of New York, except to the extent
preempted by federal law. All contributions to the
Trust Account shall be deemed to take place in
the State of New York. The terms and conditions
of the IRA shall be applicable without regard to
the community property laws of any state.
d. Liquidation of Assets. If the Trustee must liquidate
assets in order to make distributions, transfer
assets, or pay fees, expenses, or taxes assessed
against a Grantor’s Account, and the Grantor
fails to instruct the Trustee as to the liquidation
of such assets, assets will be liquidated in the
following order to the extent held in the Account:
(1) any shares of a money market fund or money
market-type fund, (2) securities, (3) other assets.
The Trustee shall not be liable for any losses
arising out of or as a result of assets liquidated in
accordance with the provisions of this Agreement.
e. Purpose of Forms. Form 5305-R is a model
Trust Account Agreement that meets the
requirements of Section 408A of the Code and
has been automatically approved by the IRS and
further revised for the SECURE Act of 2019. An
Individual Retirement Account is established
after the Adoption Agreement is fully executed
by the Grantor and entered in the records of the
Trustee and must be completed no later than the
due date of the individual’s income tax return for
the tax year (without regard to extensions). This
Account must be created in the United States for
the exclusive benefit of the Grantor or his or her
Beneficiary or Beneficiaries.
f. Identifying Number. The Grantor’s Social
Security number will serve as the identification
number of his or her Trust Account. An employer
Trust Agreement for Self-Directed Roth Individual Retirement Accounts
14
identification number is required only for a Trust
Account for which a return is filed to report
unrelated business taxable income. An employer
identification number is required for a common
fund created for IRAs.
g. Contributions to a Trust Account for a Spouse.
Contributions to a Trust Account for a spouse
must be made to a separate Trust Account
established by the spouse.
13. Arbitration. This Agreement contains a pre-dispute
arbitration clause, which will survive the termination
of this Agreement and the Account. By signing an
arbitration agreement, the Grantor and the Trustee
agree as follows:
W
All parties to this Agreement are giving up the
right to sue each other in court, including the right
to a trial by jury, except as provided by the rules of
the arbitration forum in which a claim is filed.
W
Arbitration awards are generally final and binding;
aparty’s ability to have a court reverse or modify
an arbitration award is very limited.
W
The ability of the parties to obtain documents,
witness statements and other discovery is
generally more limited in arbitration than in
court proceedings.
W
The arbitrators do not have to explain the reason(s)
for their awards.
W
The rules of some arbitration forums may impose
time limits for bringing a claim in arbitration.
In some cases, a claim that is ineligible for
arbitration may be brought in court.
W
The rules of the arbitration forum in which the
claim is filed, and any amendments thereto, will
be incorporated into this Agreement.
W
The arbitrator shall have no authority to
award punitive damages or any other kind of
damages not measured by the prevailing party’s
actual damages.
IT IS AGREED THAT ANY CONTROVERSY OR
CLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR THE BREACH THEREOF, OR THE
ACCOUNT WILL BE SETTLED BY ARBITRATION
ADMINISTERED BY THE AMERICAN ARBITRATION
ASSOCIATION (“AAA”). THE RULES OF THE
ARBITRATION WILL BE THOSE IN GENERAL
USE BY THE AAA, EXCEPT AS MODIFIED BY
THIS SECTION OR OTHERWISE AGREED TO BY
THE PARTIES. JUDGMENT UPON THE AWARD
RENDERED BY THE ARBITRATOR MAY BE
ENTERED IN ANY COURT HAVING JURISDICTION
THEREOF. THE ARBITRATION WILL BE BEFORE
A SINGLE ARBITRATOR AND WILL BE HELD
IN THE CITY OF NEW YORK, NEW YORK. THE
PREVAILING PARTY WILL BE ENTITLED TO
RECOVER ITS REASONABLE ATTORNEYS’ FEES
AND EXPENSES OF LITIGATION, INCLUDING
EXPERT COSTS, IN ANY SUCH ARBITRATION.
THIS CONTRACT CONTAINS A BINDING
ARBITRATION PROVISION WHICH MAY BE
ENFORCED BY THE PARTIES.
14. Administration of SECURE Act Provisions. As
required by Article IX, to comply with the SECURE Act,
your IRA shall be administered by class of beneficiary.
The Trustee expects the IRS to clarify the rules that
apply to each class of beneficiary, in accordance with
the following principles:
a. Eligible Designated Beneficiary. An “Eligible
Designated Beneficiary” is any individual
designated beneficiary who is, the surviving
spouse, a child of the deceased Grantor under
the age of majority, disabled or chronically ill, or
any other person who is not more than 10 years
younger than the deceased Grantor. Distributions
by Eligible Designated Beneficiaries must be
taken in a manner generally consistent with Article
IV of the Agreement above.
b. A Designated Beneficiary Other Than an Eligible
Designated Beneficiary. Distributions must
generally be taken by the end of the 10th year
following the Grantor’s death.
c. No Designated Beneficiary. Distributions must be
taken in a manner generally consistent with Article
IV of the Agreement above.
Trust Agreement for Self-Directed Roth Individual Retirement Accounts
TIAA, FSB
This Disclosure Statement provides information regarding your Roth Self-Directed Individual Retirement Account
(“IRA”) established with TIAA, FSB (“Trustee”). The Internal Revenue Service (“IRS”) requires us to send you this
information. You should review it carefully, as well as the Self-Directed Trust Agreement and Adoption Agreement
to make sure you understand the legal requirements for IRAs. TIAA, the Trustee or any aliate or agent do
not provide tax or legal advice, therefore you should consult a lawyer or personal tax advisor regarding your
particular situation to avoid unintended or adverse tax consequences. IRS Publication 590A, “Contributions to
Individual Retirement Arrangements (IRAs)” and IRS Publication 590B, “Distributions from Individual Retirement
Arrangements (IRAs),” contain more information on IRAs generally. Additionally, information about Roth IRAs can
be obtained from any district oce of the IRS.
Right to Revoke
You can revoke your Roth IRA any time within seven
calendar days after it has been established by mailing
ordelivering a written notice of revocation to the
following address:
TIAA
C/O TIAA Brokerage
8500 Andrew Carnegie Blvd.
Charlotte, NC 28262
Your written notice will be deemed mailed on the date of
the postmark (or if sent by certified or registered mail,
the date of certification or registration), if it is deposited
in the mail in the United States in a properly addressed
envelope, or other appropriate wrapper, first-class
postage prepaid. Upon revocation, you will receive a full
refund of all monies paid. If you have questions, please
call 800-927-3059 between the hours of 8:00 a.m. and
7:00 p.m. (ET), Monday through Friday.
Establishing a Roth IRA
Your Roth IRA is a trust account established for the
exclusive benefit of you and your beneficiaries, which
is given favorable tax treatment by meeting specific
requirements of the Internal Revenue Code (Code).
The IRS has approved various forms to be used
in establishing Roth IRAs. Form 5305-R has been
approved as a Roth IRA trust agreement, which meets
the requirements of Section 408A(a) of the Code.
Except as amended to conform to the changes to the
Internal Revenue Code enacted in the Setting Up Every
Community Up for Retirement Enhancement (“SECURE”)
Act of 2019, this Self-Directed Trust Agreement for
Roth Individual Retirement Accounts (“Agreement”)
incorporates the language from this form and relies on
the IRS’s approval of this language in offering Roth IRAs
that meet the requirements of Code Section 408A(a).
The IRS approval goes to the form of the Roth IRA and
does not represent a determination on the qualification
of the Roth IRA in operation. As the IRS updates Form
5305-R and Treasury Regulations and IRS guidance is
issued on the SECURE Act provisions, the Trustee will
administer your IRA to conform to such developments.
A Roth IRA will be established upon execution of the
TIAA Roth IRA Adoption Agreement by you. The Trustee
reserves the right to amend the Roth IRA Agreement as
necessary to maintain the tax-qualified status of your
Roth IRA and as described in the Agreement. Securities
and mutual fund investments fluctuate in value and are
not guaranteed. Therefore, your IRA earnings and values
are not projected.
The assets in your Roth IRA are nonforfeitable, although
the value of your Roth IRA will fluctuate depending on
its investment performance. It is important to note that
(i) your Roth IRA does not constitute a bank deposit or
Roth Self-Directed Individual Retirement
Account Disclosure Statement
15
16
Roth Self-Directed Individual Retirement Account Disclosure Statement
represent an obligation of the Trustee or its affiliates;
(ii) your IRA is not guaranteed by the Trustee, its
affiliates, the Federal Deposit Insurance Corporation
or any other governmental agency; and (iii) the IRA
investments are subject to investment risk, including
the possible loss of principal.
Contributions to Your Roth IRA
Annual Contributions. Contributions generally must be
made in cash. Subject to income eligibility described
below, you may be able to make an annual contribution
to your Roth IRA of up to $6,000 (effective for 2020)
each year or 100 percent of your compensation for
the year, whichever is less. Cost of living adjustments
may be made to the contribution limit. Individuals who
turn age 50 during a tax year may make an additional
annual catch-up contribution of up to $1,000 for that
tax year and subsequent tax years. The limit applies
to the total amount of contributions that you make to
all of your IRAs for the tax year, not including rollover
contributions. Generally, compensation includes
amounts that you receive for the performance of
services, and does not include investment income.
Contributions in excess of the limit are subject to an
excise tax (seeTaxIssues section, later).
The amount of annual contributions may be limited
depending on your AGI. In 2020, your eligibility to
contribute to a Roth IRA is phased out for AGI of
$124,000–$139,000 for individuals filing single
returns, for AGI of $196,000–$206,000 for married
couples filing joint returns, and AGI of $0–$10,000 for
married couples filing separate returns. The maximum
annual Roth IRA contribution is reduced proportionately
for AGI that exceeds the applicable dollar amount. The
applicable dollar amount for individuals is $124,000,
$196,000 for married couples filing joint returns,
and $0 for married individuals filing separate returns.
Married individuals filing separate returns who have
lived apart at all times during the past year are treated
as individuals for purposes of determining AGI limits
for contributions.
You are not required to make Roth IRA contributions for
any tax year. Annual contributions can be made at any
age. Contributions that are made for a tax year must be
made by the due date for your tax return for that year
without regard to extensions—generally, April15th of
the following year.
Rollover Contributions. You may roll over or transfer
assets from one Roth IRA to another Roth IRA.
Distributions from a designated Roth account in a 403(b)
or 401(k) plan, or a deferred compensation plan of a
state or local government (section 457(b) plan) may also
be rolled over to a Roth IRA.
You also may be able to convert your Traditional IRA to
a Roth IRA by rolling over your Traditional IRA assets
to your Roth IRA. Distributions from a 401(a), 403(a),
403(b) or 401(k) plan, or a deferred compensation plan
of a state or local government (section 457(b) plan) may
also be converted and rolled over to a Roth IRA. If you
convert a pre-tax amount to a Roth IRA you will owe
taxes on any amounts not previously taxed for the tax
year of the conversion.
The Trustee reserves the right to determine whether a
rollover contribution or transfer to your Roth IRA will be
acceptable and whether to require a rollover contribution
or transfer to be made in cash or to accept assets in
kind. Absent another instructions from you, assets
received in cash shall be invested in the TIAA Brokerage
Bank Sweep Account. You have the right to move funds
to other available investments at any time.
Spouses receiving distributions from a deceased
Grantor’s employer retirement plan or from an IRA are
eligible to take advantage of the same rollover rules
as Grantors by rolling over the proceeds into their own
Roth IRA.
Conversion Contributions. You may contribute all or any
part of an eligible rollover distribution from a Traditional
IRA, SEP IRA, SAR-SEP IRA, SIMPLE IRA, or a qualified
plan (401(k), 403(b), or 457(b)) to a Roth IRA (“conversion
contribution”) within 60 days of receipt of the distribution
or through a trustee-to-trustee transfer. In this case the
one-rollover-per-year rule does not apply. You will be subject
to income tax on the taxable portion of any conversion
contribution, but the premature distribution penalty does
not apply to amounts properly converted. Assets held in a
SIMPLE IRA may be converted to a Roth IRA only after the
expiration of the two-year period beginning on the date your
17
employer first made contributions to your SIMPLE IRA plan
maintained by your employer and as more fully described
in section 72(t)(6) of the Code. This taxable portion is the
amount that would have been included in your income if
you had actually taken a distribution from such IRA (the
“conversion amount”). If you are under age 59½, you
will be subject to a 10% early withdrawal penalty on any
amounts distributed from your IRA and not converted to a
Roth IRA within 60 days.
Recharacterizations. If you make a contribution to a
Traditional IRA, you may later be able to treat that
contribution as having been made to a Roth IRA. This
is called a recharacterization. In order to recharacterize
a contribution, you must transfer all or part of the
original Traditional IRA contribution to a Roth IRA in a
trustee-to-trustee transfer by the due date for your tax
return (including any extension) for which the Traditional
IRA contribution was made. If the transfer is timely
made and reported, and includes any net income
attributable to the contribution, you may elect to treat
the original contributions as having been made to the
Roth IRA. If you have rolled over an eligible employer
sponsored-retirement plan assets to a Roth IRA, you
may recharacterize the rollover amount along with net
income attributable to a Traditional IRA. As of January 1,
2018, a conversion of a Traditional IRA to a Roth IRA is
no longer permitted to be recharacterized as having been
made to the Traditional IRA.
Rollovers of Military Death Benefits. If you receive or have
received a military death gratuity or a payment from the
SGLI program, you may be able to roll over the proceeds
to your Roth IRA. The rollover contribution amount is
limited to the sum of the death benefits or SGLI payment
received, less any such amount that was rolled over to
a Coverdell Education savings account. Proceeds must
be rolled over within one year of receipt of the gratuity or
SGLI payment for deaths occurring on or after June 17,
2008. Any amount that is rolled over under the provision
is considered nontaxable basis in your Roth IRA.
Qualified HSA Funding Distribution. If you are eligible
to contribute to a health savings account (“HSA”), you
may be eligible to take a one-time tax-free qualified
HSA funding distribution from your Roth IRA and directly
deposit it to you HSA. The amount of the qualified HSA
funding distribution may not exceed the maximum HSA
contribution limit in effect for the type of high deductible
health plan coverage (i.e. single or family coverage) that
you have at the time of the deposit, and counts toward
your HSA contribution for that year. You may wish to
obtain IRS Publication 969, Health Savings Accounts and
Other Tax-Favored Health Plans, for further information.
A Roth IRA for your spouse
If you meet the eligibility requirements, you may
contribute to your own Roth IRA, and also to a separate
Roth IRA for your spouse based on your compensation or
earned income, regardless of whether your spouse has
any compensation or earned income in the year for which
the contribution is made. The permissible amount of
your contributions will depend on your combined annual
income. To make a contribution to a Roth IRA for your
spouse, you must file a joint tax return with your spouse.
Your spouse must set up a different Roth IRA, separate
from your Roth IRA, to which you contribute.
If you and your spouse work, you may each establish
your own Roth IRA and contribute to it in accordance
with the rules discussed in this Disclosure Statement.
Joint accounts are not permissible.
For 2020, you may each contribute up to $6,000
($12,000 total), $7,000 if you are age 50 or older
($14,000 total), or 100 percent of your combined
compensation if less, provided you file a joint tax
return. If you file separate tax returns, each of you
would be limited to a contribution of $6,000 ($7,000
if you are age 50 or older) or 100 percent of your
respective compensation for the year, if less.
If your spouse is not employed, your spouse may
establish an IRA and contribute up to $6,000 ($7,000
if he or she is age 50 or older) or 100 percent of
your joint compensation (reduced by your own IRA
contributions for the same year); whichever is less,
provided you and your spouse file a joint tax return.
Your Roth IRA annual contribution limit is reduced by the
amount of any contributions that you make for the same
year to a Traditional IRA. Likewise, the spousal Roth IRA
annual contribution limit is reduced by the amount of any
contributions you make for the same year to a Traditional
IRA maintained for your spouse.
Roth Self-Directed Individual Retirement Account Disclosure Statement
18
Distribution Requirements
Generally, benefits from your Roth IRA should not begin
before: (a) age 59½ (unless you die or are disabled or
meet the qualified first time home buyer exception) and
(b) the end of the five-year holding period applicable
to the contributions or rollovers. In contrast to the
required distribution rules applicable to a Traditional
IRA, benefits from a Roth IRA are not required to begin
by the April 1 following the year you attain age 72.
However, your beneficiaries will be subject to required
distributions upon your death.
Future Rollovers or Transfers
You can withdraw all or a portion of the assets in your
Roth IRA and deposit them in another Roth IRA. Assets
transferred to another Roth IRA will be subject to the
provisions of that IRA. IRA assets may be rolled over
once every 12 months, beginning on the date of receipt.
The once-a-year limitation does not apply in the case of
a conversion from a Traditional IRA to a Roth IRA. Also,
the once-a-year limitation applies only when you take a
withdrawal and redeposit the assets yourself, not when
assets are transferred directly from one Roth IRA to
another. You may transfer assets via a trustee-to-trustee
between Roth IRAs at any time without limitation.
Tax Issues
Contributions to a Roth IRA are not deductible. When
making a contribution during the period from January
1 through April 15 of any year, it is important that
you indicate the tax year for which the contribution is
made—the prior year or the year in which the contribution
is made. Unless the Trustee receives an indication from
you to the contrary, it will treat any amount it receives as
a contribution for the tax year in which it is received. If
you contribute more than the permissible amount for any
year and you fail to withdraw the excess and the earnings
on the excess contribution, you are subject to a six (6%)
percent excise tax on the excess contribution for each
tax year that it remains in the Roth IRA. Any dividends or
growth of investments held in a Roth IRA generally are
exempt from federal income taxation if the distribution is
qualified as discussed below.
To be tax free, a withdrawal from your Roth IRA must meet
two requirements: (1) you must have had a Roth IRA open
for at least five years before the withdrawal, and (2) at
least one of the applicable conditions must be satisfied.
The applicable conditions are as follows: the distribution
is made after you have reached age 59½, on account
of your death or disability, is being used to cover eligible
first-time homebuyer expenses, or is a qualified disaster
distribution (see Qualified Disaster Relief section, later).
To the extent that distributions are taxable, they will
be taxed in the year distributed. The tax treatment of
a withdrawal depends on the character of the amounts
withdrawn. All of your Roth IRAs are treated as one, and
amounts withdrawn are considered to come out in the
following order.
1. All annual contributions
2. All conversion amounts (on a rst-in, rst-out basis)
3. Earnings
An early distribution (before age 59½), including any
amount deemed distributed as a result of a prohibited
investment or transaction, is subject to a ten (10%)
percent income tax penalty on the taxable portion of the
distribution, unless it is:
1. Rolled over into another Roth IRA,
2. Made on account of your death or disability,
3. One of a series of substantially equal annual (or more
frequent) payments over your lifetime or joint lifetime
with your beneficiary (or based on your life expectancy
or the joint life expectancy of you and your beneficiary),
4. Made to pay medical expenses that are deductible
for the tax year (i.e., in excess of ten (10%) percent of
adjusted gross income if under age 65),
5. Made to pay health insurance premiums after your
separation from employment if you have received
unemployment compensation for 12 consecutive weeks,
6. Made for qualified first time home buyers to pay for
qualified acquisition costs of up to $10,000,
7. Made to pay for qualified education costs for you, your
spouse, or any child or grandchild of you or your spouse,
8. Made on account of an IRS levy,
Roth Self-Directed Individual Retirement Account Disclosure Statement
19
9. the distribution is a qualified reservist distribution, or
10. the distribution is a qualified disaster distribution.
Other exceptions may be applicable under certain
circumstances and special rules may be applicable
in connection with the exceptions enumerated above.
Taxable distributions are subject to withholding, generally
at a rate of 10 percent, unless you specifically ask the
Trustee not to withhold taxes from your payment.
There is one additional time when the ten (10%)
percent penalty tax may apply. If you convert an
amount from a Traditional IRA to a Roth IRA, and then
make a withdrawal that is treated as coming from that
converted amount within five years after the conversion,
the ten (10%) percent penalty applies (unless there
is an exception). Taxable distributions are subject to
withholding, generally at a rate of 10 percent, unless
you specifically ask the Trustee not to withhold taxes
from your payment. You must be eligible to elect out of
withholding. A rollover from a Traditional IRA to a Roth
IRA is treated as a taxable distribution.
Saver’s Credit for Roth IRA Contributions. You may be able
to receive a tax credit for your Roth IRA contribution. You
are eligible for credit if you are: age 18 or older; not a full-
time student; and not claimed as a dependent on another
person’s tax return. The maximum annual credit is $1,000
per year, or $2,000 if married filing jointly. Eligibility for the
credit, which is a percentage of the contribution amount,
is determined by your AGI as indicated in the chart below,
as well as other requirements. To determine your credit
amount, multiply the applicable percentage below by the
amount of your contributions that do not exceed $2,000
($4,000 if married filing jointly).
2020 Saver’s Credit (Based on a $2,000 contribution)
Married Joint
Filers (AGI)
Heads of
Households (AGI)
All Other
Filers (AGI) Credit Rate
Maximum
(AGI) Credit
$0–
$39,000
$0–
$29,250
$0–
$19,500
50% $1,000
$39,001–
$42,500
$29,251–
$31,875
$19,501–
$21,250
20% $400
$42,501–
$65,000
$31,876–
$48,750
$21,251–
$32,500
10% $200
Over
$65,000
Over
$48,750
Over
$32,500
0% $0
The Saver’s Credit can be taken for your contributions
to a Roth IRA. Rollover contributions (money that you
moved from another retirement plan or IRA) aren’t
eligible for the Saver’s Credit. Also, your eligible
contributions may be reduced by any recent distributions
you received from a retirement plan or IRA.
Qualified Charitable Distributions. If you are age
70½ or older, you may take a tax-free Roth IRA
distribution of up to $100,000 per year and have these
distributions paid directly to certain qualified charitable
organizations. Special tax rules may apply. For further
information you may wish to obtain IRS Publication
590B, Distributions from Individual Retirement
Arrangements, from the IRS or www.irs.gov.
Prohibited Investments. You cannot invest your IRA
assets in life insurance contracts. Nor can your IRA
assets be commingled with other property except in a
common trust fund or common investment fund which
satisfies the requirements of Code section 408(a)(5).
The Code also prohibits IRA investments in collectibles
(as defined in Code section 408(m)), except as is
otherwise permitted by Code section 408(m)), which
provides an exception for certain gold, silver, and
platinum coins, coins issued under the laws of any state,
and certain bullion. Any such investment will be treated
as a distribution to you in the year of the investment,
and may be subject to additional taxes and penalties.
Prohibited transactions. If you or a beneficiary engage
in a prohibited transaction with your Roth IRA as
described in Code section 4975 (such as borrowing
or pledging your IRA), your Roth IRA will lose its tax-
deferred or tax-exempt status, and you generally must
include the value of the earnings in your account in your
gross income for that taxable year.
Beneficiaries of your IRA
Omitted Children. Unless your Roth IRA beneficiary
designation provides otherwise, a beneficiary designation
designating your “children,” or the “children” of any other
person as a class and not by name, will include all of
your children or all of the children of such other person,
as the case may be, whether born or legally adopted
before or after the beneficiary designation is made.
Roth Self-Directed Individual Retirement Account Disclosure Statement
20
Unless your beneficiary designation provides otherwise,
if you designate an individual who is your child, and if
you have a child born or legally adopted after the date
on which the Trustee accepts your Roth IRA beneficiary
designation, your afterborn or after adopted child will be
entitled to receive a share of your Roth IRA otherwise
transferable to any of your children who is (are) named
in the beneficiary designation, computed in the manner
prescribed by applicable law. In such event, your Roth
IRA assets otherwise transferable to your children named
in the beneficiary designation will be reduced in the
proportion that their shares bear to each other. If you
did not designate any of your children in the beneficiary
designation as your beneficiaries, then any child of yours,
who is born or legally adopted after the date on which
the Trustee accepts your beneficiary designation, will not
receive any share of your Roth IRA. The Trustee, however,
has no obligation to transfer Roth IRA assets in the
manner and as provided in this Section. The fact that the
Trustee is not so obligated does not affect the ownership
interest of any after-born or after-adopted child in Roth
IRA assets.
Documents Required upon Request for Transfer of Roth
IRA Assets. To transfer your Roth IRA assets to the
beneficiaries you have named in your approved beneficiary
designation in your Roth IRA Adoption Agreement, the
Trustee must timely receive (a) the appropriate form(s)
requesting a transfer of IRA property; (b) any certificate
or instrument evidencing ownership of the Roth IRA; (c) a
certified or authenticated copy of your death certificate
issued by an official or agency of the place where the
death occurred showing the fact, place, date, time of
death, and the identity of the decedent; (d) a certified
or authenticated copy of the death certificate of each
deceased named beneficiary, issued in the manner set
forth above in item (c); (e) a certified copy of the court
order appointing the legal representative of your estate
or of the estate of a deceased beneficiary when such
legal representative made the request for transfer of Roth
IRA assets; (f) a certified copy of the trust instrument
which designates a trustee as a beneficiary of the Roth
IRA, if applicable; (g) a certified copy of relevant birth
certificates; (h) an inheritance tax waiver from relevant
states that require it; and (i) such other documents as the
Trustee may require, in its sole discretion. Further, prior
to distributing any Roth IRA assets to or for the benefit
of any beneficiary, the Trustee may, in its sole discretion,
require any and all beneficiaries or any such beneficiary’s
legal representative to sign any document it may deem
necessary or appropriate to effect the transfer of Roth IRA
assets including, but not limited to, an indemnification
agreement in favor of the Trustee to the extent of the value
of the Roth IRA assets received by each such beneficiary.
The Trustee may rely on, and has no duty to independently
verify (a) any representation of facts made under oath or
affirmation regarding the identity and personal information
of named and unnamed beneficiaries received from
any beneficiary, or beneficiary’s attorney in fact, or the
legal representative of your estate or of the estate of a
deceased beneficiary; and (b) copies of death certificates
received from any of the foregoing persons. A certified
or authenticated copy of any report or record of a
governmental agency, domestic or foreign, certifying that
you or a beneficiary is missing, detained, dead or alive,
and the dates, circumstances, and places disclosed by
the record or report, in a form acceptable to the Trustee
in its sole discretion, may be substituted for the death
certificate referenced above.
No Obligation on Trustee’s Part. Notwithstanding any
provisions in your Roth IRA Adoption Agreement or any
other document governing the terms of your Roth IRA,
the Trustee has no duty to determine any fact or law
that would (a) cause your beneficiary designation to be
revoked, in whole or in part, as to any person because
of a change in marital status or other reason; (b) qualify
or disqualify any person to receive a share of your
Roth IRA; or (c) vary the distribution of your Roth IRA.
Further, the Trustee has no obligation (a) to attempt
to locate any beneficiary or the lineal descendants of
any deceased beneficiary, or to determine whether
a deceased beneficiary had lineal descendants who
survived you; (b) to locate a trustee or custodian, obtain
the appointment of a successor trustee or custodian,
or discover the existence of a trust instrument or a will
that creates an express trust; (c) to notify any person of
the date, manner and persons to whom a transfer of IRA
assets will be made under the beneficiary designation,
except as may otherwise be provided in the IRA Adoption
Agreement, any other document governing the terms of
Roth Self-Directed Individual Retirement Account Disclosure Statement
21
your IRA, or applicable law; (d) to question or investigate
the circumstances of your death; or (e) to determine the
age or any other facts concerning any beneficiary. The
possibility that a beneficiary may disclaim, in whole or in
part, the transfer of any interest in your Roth IRA will not
require the Trustee to withhold making the transfer to
such beneficiary in the normal course of its business.
Change or Revocation of Beneficiary Designations. You
may change or revoke your beneficiary designation
with respect to your Roth IRA at any time during
your lifetime, by fully completing and submitting to
the Trustee a form acceptable to the Trustee in its
discretion. Any subsequently submitted beneficiary
designation, which the Trustee accepts, automatically
revokes your prior beneficiary designation. This
revocation takes effect when your subsequently
submitted designation becomes effective, unless you
have expressly provided otherwise in your subsequent
designation. The effective date of any change to or
revocation of a beneficiary designation is the date on
which the Trustee accepts your beneficiary designation.
A beneficiary designation may not be changed or
revoked by, and the Trustee will not give effect to
any proposed change or revocation made in, a verbal
request or in your estate planning documents, including
your pre-nuptial agreement, post-nuptial agreement,
Last Will and Testament, a trust of which you are a
grantor, or any other document you may have signed,
except a properly submitted Form. The Trustee will
honor a beneficiary designation or change or revocation
of a beneficiary designation, which a conservator,
an attorney-in-fact, or other legal representative duly
appointed to represent your interests may make on
your behalf, if the instrument, including court order,
which gives the authority to such person to represent
your interests specifically authorizes such person
to take such action for you. Prior to implementing
such action, the Trustee may require assurances
from such conservator, attorney-in-fact or other legal
representative in such form as the Trust Company
deems appropriate in its sole discretion.
Legal Recourse. If the Trustee needs assurances
regarding any matter related to the proposed transfer
of your IRA assets following your death based on your
beneficiary designation, the Trustee may, in its sole
discretion, seek judicial determination as to its proper
course of conduct, which determination will be binding
on all parties claiming an interest in your IRA. All
expenses, which the Trustee incurs in such respect,
including reasonable attorneys’ fees and courts costs,
will be borne by the IRA assets in such manner as
the Trustee determines, in its sole discretion. If any
claimant files a lawsuit against the Trustee with respect
to any proposed or completed transfer of IRA assets to
beneficiaries following your death, the Trustee will be
entitled to recover its reasonable attorneys’ fees and
court costs incurred in such lawsuit from such claimant
and out of the property in the IRA, in such manner as
the Trustee determines, in its sole discretion.
Notification of Claim Adverse to Proposed Transfer.
Following your death, the Trustee will have no duty
to withhold making a proposed transfer of your Roth
IRA assets to your named beneficiary(ies) based on
its knowledge of any fact or claim which is or may be
adverse to its proposed transfer unless, before such
transfer, the Trustee receives a written notice from a
claimant which sets forth: (a) the assertion of a claim
of beneficial interest in the transfer which is adverse
to the proposed transfer; (b) the name of the claimant
and an address for communications directed to the
claimant; (c) your name and the property to which the
claim applies; and (d) a statement of the amount and
nature of the claim as it affects the proposed transfer.
The Trustee must receive such notice at a place and
time and in a manner which affords it a reasonable
opportunity to act on it before the proposed transfer
is made. The Trustee will not be liable to any person
for any damages resulting from its transfer of Roth
IRA assets before it receives such notice, or after it
received such notice but before it has had a reasonable
opportunity to act on it. Following its receipt of any
such notice by a claimant, the Trustee will nevertheless
have the right to make its proposed transfer of Roth
IRA assets unless it is restrained by a court order. Any
such court order must be obtained no later than thirty
days after the date the Trustee sends a notice to the
claimant by certified mail or personal delivery at the
address provided by the claimant in the claimant’s
notice, notifying the claimant that it may make the
Roth Self-Directed Individual Retirement Account Disclosure Statement
proposed transfer unless it is restrained by court order
within thirty days after the date of such notice.
Miscellaneous. Your beneficiary designations and the
transfer of your Roth IRA assets after your death are
governed by the terms of the IRA Adoption Agreement
and all other documents governing your Roth IRA,
including these additional provisions, and by the laws
of the State of New York in effect on the date of your
death, without regard to the laws of conflict.
Disaster Related Relief. If you qualify (for example, you
sustained an economic loss due to, or are otherwise
considered affected by, certain IRS designated
disasters), you may be eligible for favorable tax
treatment on distributions, rollovers, and other
transactions involving your Roth IRA. Qualified disaster
relief may include penalty-tax free early distributions
made during specified timeframes for each disaster,
the ability to include distributions in your gross income
ratably over multiple years, the ability to roll over
distributions to an eligible retirement plan without regard
to the 60 day rollover rule, and more. For additional
information on specific disasters, including a complete
list of disaster areas, qualification, requirements for
relief, and allowable disaster-related IRA transactions,
you may wish to obtain IRS Publication 590B,
Distributions from Individual Retirement Arrangements,
from the IRS or the IRS website at www.irs.gov.
Tax Reporting
Each year, the Trustee will send you a Form 5498,
Individual Retirement Arrangement Contribution
Information, to report the contributions you have made
to your Roth IRA during the preceding year. It is your
responsibility to file Form 8606 with your federal income
tax return to report a conversion of a Traditional IRA to
a Roth IRA or distributions from a Roth IRA. The Trustee
will report distributions from your Roth IRA on Form
1099-R or other appropriate tax form.
It is your responsibility and, after your death, your
beneficiary’s responsibility, to file Form 5329, Return for
Individual Retirement Arrangement Taxes, with the IRS to
report additional taxes due on (i) excess contributions,
(ii) premature distributions, (iii) insufficient distributions,
and (iv) prohibited investments or transactions.
Roth Self-Directed Individual Retirement Account Disclosure Statement
This material is for informational or educational purposes only and does not constitute duciary investment advice under ERISA, a securities
recommendation under all securities laws, or an insurance product recommendation under state insurance laws or regulations. This material does
not take into account any specic objectives or circumstances of any particular investor, or suggest any specic course of action. Investment
decisions should be made based on the investor’s own objectives and circumstances.
TIAA Brokerage, a division of TIAA-CREF Individual & Institutional Services, LLC, Member FINRA and SIPC, distributes securities. Brokerage accounts
are carried by Pershing, LLC, a subsidiary of The Bank of New York Mellon Corporation, Member FINRA, NYSE, SIPC.
©2020 TIAA, FSB. 20MCM0203.06
A14174 (08/20)
Brokerage accounts are provided by TIAA Brokerage, a division of TIAA-CREF Individual &
Institutional Services, LLC, Member FINRA and SIPC, and are carried by Pershing LLC (“Pershing”),
Member FINRA, NYSE, SIPC, a subsidiary of The Bank of New York Mellon Corporation.
I. General terms and conditions
By signing the TIAA Brokerage Services Account Application (“Account Application”), you agree to be bound by the
following terms and conditions, as well as the terms and conditions set forth in Sections II to VII of this Agreement
(collectively, with the Account Application, this “Agreement” or “agreement”).
If you are signing this Agreement in connection with a managed account advisory program with Advice & Planning
Services, LLC (“APS”), a division of TIAA-CREF Individual & Institutional Services, LLC, you will not be bound by certain
sections and provisions of this agreement while enrolled in the program, including Margin Agreements, Options
Contracts and Commission and Transaction Fees (related to trading directed by APS). For certain services that you
request in connection with your managed account, you will be charged the applicable account maintenance fee in
accordance with the Commission and Fee Schedule at the end of this Agreement. See your managed account advisory
program’s disclosure brochure and advisory agreement for more information about your managed account and the
associated fees. If your management is terminated in accordance with your managed account advisory program’s
advisory agreement, and your assets are transferred to a brokerage account with TIAA Brokerage Services (TBS), you
will be bound by all the terms and conditions of this Agreement.
1. “You,” “your” or “Account holder” refers to all of the individual(s) who sign the Account Application for individual
and joint Accounts and refers to the corporation, limited liability company, partnership, trust or other legal entity
for corporate, limited liability company, partnership, trust or other legal entity Accounts.
2. “TIAA” refers to TIAA Brokerage, a division of TIAA-CREF Individual & Institutional Services, LLC. “Custodian”
refers to the Custodian or trustee, as applicable, of your Account. “Account” or “Accounts” refers to the cash or
margin account opened in your name with custody at Pershing.
3. If there is more than one Account holder, each joint Account holder’s obligations under this Agreement shall be
joint and several (i.e., are the responsibility of each Account owner, both individually and jointly). Each joint
Account holder has authority, acting individually and without notice to any other Account holder, to deal with TIAA
as fully and completely as if the joint Account holder is the sole Account holder.
4. TIAA is authorized, but not obligated, to follow the instructions of any joint Account holder and to deliver funds,
securities or other assets to any joint Account holder. TIAA is not responsible for determining the purpose or
propriety of any instruction received from a joint Account holder or for the disposition of payments or deliveries
among joint Account holders.
5. Any notice TIAA sends to one joint Account holder will be deemed notice to all joint Account holders. Any debts of
a joint Account may be offset against any Accounts held individually by a joint Account holder.
TIAA Brokerage Customer Account
Agreement (Retail)
TIAA Brokerage Customer Account Agreement (Retail)
2
6. You represent that the information you have provided on your Account Application is accurate. You will notify TIAA of
any change to the information provided on your Account Application within 30 days of such change.
7. You will promptly notify TIAA within 10 days if you become a director, 10% benecial shareholder or an afliate of
a publicly traded company, or if you become a member rm or an employee of any securities exchange, or a
self-regulatory organization or a corporation of which security exchange owns a majority of the capital stock.
8. You are responsible for determining the suitability of your Account transactions in light of your stated investment
objectives and nancial situation. TIAA has no responsibility for any such determination unless TIAA has otherwise
specically agreed in writing in connection with an advisory program or a TIAA representative has given advice
directly to you that is clearly identied as a TIAA recommendation for you to buy, sell or hold a particular security
or securities, or use a particular investment strategy, for your Account.
9. If TIAA makes such a recommendation, TIAA believes it is suitable for you at the time of the recommendation. TIAA
has no ongoing duty to ensure the recommendation continues to be suitable for you. You have an afrmative duty
to monitor for prots and losses in your Account and to modify your trading decisions accordingly. Furthermore,
unless TIAA has otherwise specically agreed in writing in connection with an advisory program, you acknowledge
that: (a)TIAA does not have discretionary authority over your Account or an obligation to review or make
recommendations for the investment of securities or cash in your Account; (b) you will rely on multiple sources of
information in making investment decisions for your Account; (c) any information TIAA may provide will not serve as
the primary basis for any investment decision you make or made on your behalf; and (d) TIAA does not provide
investment advice or otherwise act as a “duciary” as that term is dened in the Employee Retirement Income
Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code.
10. You acknowledge that TIAA offers many different Account types and you are responsible for selecting the type
most appropriate for your needs. TIAA provides no subaccounting recordkeeping services or similar support for
Accounts benecially held by more than one owner.
11. TIAA may provide you with market data or research relating to securities and securities markets but does not
guarantee the accuracy, completeness or timeliness of such information. Such market data orresearch is not
personalized or in any way tailored to your personal nancial circumstances or investment objectives, unless
TIAA has otherwise specically agreed in writing in connection with an advisory program.
12. You understand that none of TIAA, Pershing and Custodian provide legal, tax or accounting advice and none of their
employees are authorized to give any legal, tax or accounting advice, and you will not solicit or rely upon any such
advice from TIAA, Pershing or the Custodian or their employees, whether in connection with transactions in or for your
Account or otherwise.
13. You acknowledge this Agreement contains a predispute arbitration clause. By signing an arbitration agreement, the
parties agree as follows:
1. All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by
jury, except as provided by the rules of the arbitration forum in which a claim is led.
2. Arbitration awards are generally nal and binding; a party’s ability to have a court reverse or modify an
arbitration award is very limited.
3. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in
arbitration than in court proceedings.
4. The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for
an explained decision has been submitted by all parties to the panel at least
20 days prior to the rst scheduled hearing date.
TIAA Brokerage Customer Account Agreement (Retail)
3
5. The panel of arbitrators may include a minority of arbitrators who were or are afliated with the securities
industry.
6. The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a
claim that is ineligible for arbitration may be brought in court.
7. The rules of the arbitration forum in which the claim is led, and any amendments thereto, shall be incorporated
into this Agreement.
ANY CONTROVERSY THAT SHALL ARISE BETWEEN THE ACCOUNT HOLDER AND TIAA, TIAA’s AFFILIATES, PERSHING
AND/OR THE CUSTODIAN (INCLUDING, BUT NOT LIMITED TO, CONTROVERSIES CONCERNING ANY ACCOUNT, ORDER OR
TRANSACTION, OR THE CONTINUATION, PERFORMANCE OR BREACH OF THIS OR ANY OTHER AGREEMENT BETWEEN
THE ACCOUNT HOLDER AND TIAA, TIAA’s AFFILIATES, PERSHING
AND/OR THE CUSTODIAN, WHETHER ENTERED INTO OR ARISING BEFORE, ON OR AFTER THIS ACCOUNT IS OPENED)
SHALL BE SUBMITTED TO ARBITRATION BEFORE AND ONLY BEFORE THE FINANCIAL INDUSTRY REGULATORY
AUTHORITY. ARBITRATION MUST BE COMMENCED BY SERVICE UPON THE OTHER PARTY OF A WRITTEN DEMAND FOR
ARBITRATION OR A WRITTEN NOTICE OF INTENTION TO ARBITRATE, THEREIN INDICATING THE ARBITRATION TRIBUNAL.
NO PERSON SHALL BRING PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION, NOR SEEK TO ENFORCE ANY
PREDISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS
ACTION; OR WHO IS A MEMBER OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO
ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL: (i) THE CLASS CERTIFICATION IS DENIED; (ii) THE
CLASS IS DECERTIFIED; OR (iii) THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE
TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS
AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN. ANY ARBITRATION AWARD SHALL BE FINAL AND BINDING, AND
ANY COURT HAVING JURISDICTION MAY ENTER JUDGMENT THEREON.
14. Unless otherwise specied in writing in connection with an advisory program, you acknowledge that you will be
charged a commission on all transactions and other Account-related fees including, but not limited to, service fees
and Cash Solutions Account fees in accordance with the standard TIAA Commission and Fee Schedule, as in effect
from time to time. TIAA receives remuneration in connection with the mutual funds that you invest in, including, but
not limited to, money market funds and exchange traded funds, including 12b-1 fees and other compensation from
Pershing, or a mutual fund’s distributor, transfer agent or investment adviser for marketing, shareholder services
and/or distribution services. Additionally, Teachers Advisors, Inc., the investment adviser to the TIAA Funds, and the
advisory entities of TIAA’s wholly owned subsidiary, Nuveen Fund Advisors, LLC, the investment adviser to the
Nuveen Funds, receive fees from the funds for investment advisory and/or fund administration services. See the
respective fund’s prospectus or statement of additional information for fund payment information. TIAA generally
limits the funds available for purchase through your Account to funds, or share classes of a fund, that include a
minimum level of compensation to TIAA. You may be able to purchase other share classes of the funds from the
funds directly or through other providers. The funds available through the Platform, including available share
classes of particular funds, may change over time at TIAA’s discretion. The fees charged with respect to any fund
classes that are now or in the future are made available through the Platform may also change over time at TIAA’s
discretion or by the fund itself. For more information on how TIAA gets paid for its products and services, please
refer to our brochure titled “Getting to know TIAA’s individual nancial solutions and its nancial professionals”
located at the bottom of the home page of our secure website at https://www.tiaa.org/public/pdf/
GettingtoknowTIAA.pdf.
15. TIAA may suspend or terminate your Account at any time, for any reason and without prior notice to you. Ifyou do not
fund your Account within 30 days of Account opening or your account remains unfunded and inactive (no statement
is generated) during any three-month consecutive period, TIAA reserves the right to close your Account without prior
notice to you. Once your account is closed, for any reason, TIAA Brokerage reserves the right to reject any new
account application submitted by you or on your behalf. In addition, if you maintain a small balance in your Account
TIAA Brokerage Customer Account Agreement (Retail)
4
(for example, $100 or less), during any three-month consecutive period, TIAAreserves the right to close your Account
without prior notice to you. A check will be mailed to you after your account is closed. Youshall have 30 days from
receivingnotice of termination of your Account to transfer all holdings from within your Account to another broker/
dealer of your choosing. Should you fail to complete this transfer within 30days, TIAA may liquidate all holdings
within your Account and mail you a check for any proceeds. Thismay result in a taxable event. In the event your
Account is liquidated, you agree to be liable for any resulting losses and costs incurred by TIAA. You may close your
Account at any time by giving TIAA notice.
16. You acknowledge that, at the time you place a trade, you are solely responsible for ensuring that you have sufcient
funds in your Account to cover your purchase. You also acknowledge that TIAA may review, reject, cancel or modify any
securities transactions that you have entered at any time, for any reason and without prior notice to you.
17. You acknowledge that you will pay in full for securities you purchase by the settlement date. For transactions not
paid for by the settlement date, TIAA shall have the right, without notice to you, to sell the securities purchased.
18. You authorize TIAA to accept your oral or electronic instructions for the purchase and sale of securities. You
acknowledge that such instructions must be placed through designated TIAA channels. TIAA will not accept orders
or instructions sent via electronic or postal mail (including, but not limited to, U.S. mail or overnight delivery).
19. When you change any instruction on a limit order, you are responsible for any open order, and any actions by you that
modify or impact an open order. If you fail to do so, you understand that you will be responsible for any loss, including
applicable commission charges. You are responsible for knowing the status of your pending orders, and any duplication
by you of a pending order will be considered authorized by you. You understand and acknowledge that all Good Till
Canceled (GTC) orders entered will expire in 90 days.
20. You acknowledge that to deter frequent trading within mutual funds, a short-term redemption fee may be assessed
against any transaction that results in mutual fund shares being held for less than six months. This fee is in addition to
any short-term redemption fee or restriction the underlying mutual fund may independently assess against the same
transaction. Each of TIAA, Pershing and/or Custodian reserves the right to restrict access to the purchase of mutual
fund shares within any account deemed at their sole discretion to engage in excessive or abusive short-term trading
patterns. Additionally, in the event Pershing or Custodian, as the case may be, is instructed by the issuer of a mutual
fund to restrict your access to such mutual fund’s shares, such a restriction may remain in place until Pershing or
Custodian receives notice from the issuer to remove the restriction.
21. You agree that TIAA, Pershing and or Custodian may place trading, disbursement or other restrictions on your account as
deemed necessary, including but not limited to, the following circumstances: pursuant to a court order, tax levy, or
garnishment; at the request of a government agency or law enforcement authority; in the event that your account is
restricted (including, but not limited to, trading or trade-related violations, or termination of custodianship at the age of
termination); or in the event of a dispute between joint tenants. You agree to abide by any such restriction and not to
initiate trades or transactions which would violate the restriction. You agree to allow us to liquidate securities in your
account to satisfy any court order, garnishment, tax levy, or other legal obligation imposed by a court or government
agency. You agree not to hold TIAA, Pershing or Custodian liable for any trading losses, lost prots, tax obligation, or other
damages resulting from liquidations or trading or disbursement restrictions imposed on your account in connection with a
court order, tax levy, garnishment or other legal proceeding.
22. You understand that “penny stocks” (generally dened as any equity security priced below $5 a share) are generally
considered high-risk investments and should be purchased purely for speculation. You acknowledge that any order you
place for penny stocks was not solicited by TIAA and was solely your decision.
23. If at any time you shall enter into any transaction for the purchase or resale of an option contract, you hereby agree to
abide by the rules of any national securities association, registered securities exchange or clearing organization applicable
to the trading of option contracts and, acting alone or in concert, will not violate the position or exercise limitation rules of
any such association or exchange or of the Options Clearing Corporation or other clearing organization.
TIAA Brokerage Customer Account Agreement (Retail)
5
24. Exercise assignment notices for options contracts are allocated among short positions pursuant to a procedure that
randomly selects from all short options positions, including positions established on the day of the assignment, those
contracts that are subject to exercise. A more detailed description of this random allocation procedure is available on
request. All short options positions are liable for assignment at any time.
25. Some account types may permit trading in a limited range of securities (e.g., mutual funds) and you acknowledge that you
must follow TIAA procedures to obtain expanded trading privileges for such accounts. TIAA, Pershing and/or Custodian, in
their sole discretion, may eliminate or restrict your ability to purchase particular securities, investments or other property
due to volatility or other factors.
26. You acknowledge that TIAA will send all communications to you at the mailing address you provided on your Account
Application, or at such other address, as you may subsequently provide to TIAA in writing, and that all communications
so sent in writing shall be deemed delivered, whether actually received or not.
27. You acknowledge that federal law requires that TIAA verify your identity by obtaining, among other information, your
name, date of birth, address and government-issued identication number before opening your Account. This
information is necessary to help the government ght the funding of terrorism and money laundering activities. TIAA
may gather and verify this information with respect to any other person authorized to effect transactions in your
Account. For certain entities, such as trusts, estates, corporations, partnerships or other organizations, TIAA may
require additional identifying documentation. TIAA may restrict and/or close your Account if TIAA cannot verify this
information. TIAA will not be responsible for any loss, costs and/or expenses resulting from your failure to provide
this information, or from any related restriction or closing of your Account.
28. You authorize us to exchange credit information about you and your Account with others. As required by law, you
are notied that any negative credit report reecting on your credit record may be submitted to a credit reporting
agency if you fail to fulll the terms of your credit obligations. We may request a credit report on you, and upon
request, we will state the name and address of the consumer reporting agency that furnished it. If we extend,
update, review or renew your credit, we may request a new credit report without notifying you.
29. You acknowledge that any person acting as a trustee, Custodian or duciary for your Account is liable for all
activity within the Account. TIAA will not review any action or inaction taken by a trustee, Custodian or duciary
with respect to your Account. You agree to indemnify and hold harmless TIAA, its directors, employees, agents,
afliates and assigns from and against any and all losses, claims or nancial obligations (including reasonable
attorney’s fees) that may arise from any act or omission it may suffer from the activity of any trustee, Custodian or
duciary you appoint with respect to your Account.
30. You acknowledge that where you provide TIAA with written notice that an unafliated third-party advisor has
discretionary authority over your Account, TIAA and its afliates bear no liability or responsibility for any action
taken by the third-party advisor. TIAA may rely and act upon any direction given by the third-party advisor, unless
and until TIAA receives written notice from you revoking the third-party advisor’s discretionary authority. You are
responsible for conrming that such written revocation has been received and processed. You agree to indemnify
and hold harmless TIAA, its directors, employees, agents, afliates and assigns from and against any and all
losses, claims or nancial obligations (including reasonable attorney’s fees) it may suffer from the activity of any
unafliated third-party advisor you appoint with respect to your Account.
31. You understand that the Internal Revenue Service (“IRS”) generally requires TIAA to report annually, on Form
1099-B (the “1099-B Annual Information Report”), any gross proceeds you receive from the sale of securities,
your “cost basis” for securities sold, whether any gain or loss on a security is long term or short term, and
whether any reported loss is disallowed due to the application of wash sale rules.
32. In order to calculate the gain or loss on the sale of a covered security, a tax lot relief method (also called a cost
accounting method) must be selected. 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 which lot of a security, as well as its associated cost basis
TIAA Brokerage Customer Account Agreement (Retail)
6
and the holding period, is used in computing the gain or loss. TIAA’s default tax lot relief method is First In, First
Out (“FIFO”). You should consult with your personal tax advisor or nancial planner to determine your specic
reporting requirements and which tax lot relief method makes sense for you. To make a change to TIAA’s default
method, you must select a different method by submitting your request in writing to TIAA. All cost basis
identication methods, including specic lot selection, must be made prior to the settlement date of your
transaction. TIAA and its afliates shall have no liability for any damages you may incur as a result of (i) TIAA
providing the required 1099-B Annual Information Report to the IRS, or (ii) any differences in the cost basis
reported by TIAA to the IRS and your actual adjusted cost basis.
33. TIAA, Pershing and/or Custodian may charge certain fees, including an annual fee, to your Account for the
nancial services provided to you under this Agreement. Your Account may also incur service charges based upon
Account activity, items returned unpaid, stop-payment orders, garnishments, levies, copies or images of cancelled
checks or for other Account services related to your Account. The fees and charges are set forth in the
Commission and Fee Schedule at the end of this Agreement, and they are subject to change with notice or
advance notice provided to you only if required by applicable law.
Youagree to repay TIAA, Pershing and/or Custodian all of their respective expenses, including attorneys’ fees and
legal expenses, to collect money you owe to Pershing, Custodian, Administrator, Bank, Check Free and/or TIAA
because of your Account or for any dispute relating to your Account.
34. All of your securities and other property in any Account (margin or cash) in which you have an interest or which at
any time are in your possession or under your control other than retirement Accounts, such as IRAs, shall be
subject to a lien for the discharge of any and all indebtedness or any other obligations you may have to TIAA.
Securities and other property held in retirement accounts, such as IRAs, are not subject to this lien, and are not
used as security for the payment of your obligations or indebtedness for other Accounts (cash or margin) that you
maintain with TIAA. In enforcing the lien, TIAA may, at its sole discretion, determine which securities and other
property held in your Account are to be sold or which contracts are to be closed, except where prohibited by law.
35. TIAA may also transfer securities or other property from any of your Accounts, whether individual or joint, to any of
your other Accounts in order to satisfy deciencies in any of your Accounts, except where prohibited by law. You
grant TIAA the right of set-off in satisfaction of any debt in your Account, except where prohibited by law. You
agree to pay any costs or expenses incurred by TIAA, including reasonable attorney’s fees, that result from your
failure to properly settle any securities transactions or pay any debt, or otherwise satisfy your obligations under
this Agreement. You acknowledge that your Account may be subject to interest on any debit balances resulting
from your failure to make payment in full for securities purchased from proceeds of sales paid prior to settlement
date, or for other charges that may be made to the Accounts.
36. You acknowledge that TIAA may, at its discretion, allow certain holdings and/or positions not held in custody by
Pershing to be reected on your Account brokerage statement. Where TIAA permits this, TIAA reports these
held-away holdings and/or positions based solely upon information provided by a third party. TIAA is not
responsible for the accuracy of any information regarding held-away holdings and/or positions, and does not
verify or use a third party to verify the accuracy of such holdings and/or positions. In connection with annuities
sold to you through TIAA or TIAA Insurance Agency that are reected on your Account brokerage statement but
not held in custody by Pershing, TIAA and TIAA Insurance Agency receive remuneration from issuers of the
annuities, including commissions.
37. Your Account includes a Sweep Program feature which automatically transfers available uninvested cash balances in
your Account at the end of each Business Day to a money market fund or bank sweep deposit account (each a
“Sweep Vehicle” and together the “Sweep Program”) and facilitates the redemption of available shares of any such
money market funds or the transfer of available cash balances from any such bank sweep deposit accounts to your
Account to cover purchases of securities and other debits in your Account. Available Sweep Vehicles vary based on
TIAA Brokerage Customer Account Agreement (Retail)
7
account type. You direct us to use the Sweep Vehicle indicated on your Account Application as the Sweep Vehicle for
your Account and, if you fail to indicate a Sweep Vehicle, you direct us to use the default Sweep Vehicle indicated
therein. If your account type includes only one Sweep Vehicle, you acknowledge that the Sweep Vehicle set forth in
the Account Application will serve as the sweep option in which all available uninvested cash balances in your
Account will be allocated at the end of each Business Day. Different Sweep Vehicles may have different rates of
return and different terms and conditions, including, but not limited to, requiring minimum cash balances in your
Account before such balances may be swept to a Sweep Vehicle. Money market mutual funds are securities that are
registered with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940
and the Securities Act of 1933. Although money market funds attempt to maintain a stable net asset value of $1
per share, there is no guarantee that the fund will in fact maintain a $1 per share stable net asset value. Money
market funds are not insured by the Federal Deposit Insurance Corporation (“FDIC”). Money market funds are,
however, securities subject to protection by the Securities Investor Protection Corporation (“SIPC”) in the event of
insolvency of Pershing, LLC as the brokerage rm holding your Account and cash or securities owed to you. SIPC is a
non-prot member corporation funded primarily by member securities brokerage rms registered with the SEC, which
protects customers up to certain limits in the event of the failure of a brokerage rm where cash and securities are
owed to customers. See the TIAA Brokerage Services SIPC Asset Protection Guide for more information. SIPC does
not protect against loss due to market uctuation or failure of the issuer of a money market fund. More specic
information about a particular money market mutual fund, including applicable fund restrictions, fees and expenses
and other important information, can be found in the fund’s prospectus. Bank sweep options are deposit accounts
held at one or more banks. Deposit accounts pay interest on deposits pursuant to the terms and conditions in the
disclosure document for the applicable bank sweep option. Interest rates may uctuate and may vary among banks.
Deposit accounts are not subject to SIPC protection. They are subject to FDIC insurance up to applicable limits. FDIC
insurance protects against loss of deposit amounts in the event the bank holding the deposits fails. More specic
information about particular bank sweep options, including applicable FDIC insurance limits, interest amounts and
other important information can be found in the applicable bank sweep disclosure document. Prospectuses or
similar disclosure documents for the Sweep Vehicle option(s) available for your Account are available by calling
800-927-3059. You agree to review these disclosure documents prior to opening your Account. TIAA may change the
terms and conditions of the Sweep Program and the Sweep Vehicle options available for your Account, at its sole
discretion. TIAA will provide you with written notice in advance of adding, changing or deleting Sweep Vehicle options
for your Account or making other changes to the Sweep Program to the extent required by applicable law. TIAA may
receive 12b-1 and similar service fee payments from Sweep Vehicles. Please consult the prospectus or similar
disclosure document for each Sweep Vehicle for more information concerning such fees. TIAA, FSB, a TIAA afliate,
holds deposits in connection with the TIAA Bank Brokerage Sweep Vehicle bank sweep option described in
Paragraph 38 below and in connection therewith earns net income from the difference TIAA, FSB pays on the
deposit accounts andthe income it earns on loans, investments and otherassets.
38. As set forth in Paragraph 37 above, Sweep Vehicle options vary by account type. The following paragraph applies to
account types with a bank deposit option.
The TIAA Bank Brokerage Sweep Account. The following describes your bank sweep option if your Account Application
indicates that the Sweep Vehicle for your Account is the TIAA Bank Brokerage Sweep Account; if you have selected
the TIAA Bank Brokerage Sweep Account as your Sweep Vehicle; if you have failed to select a Sweep Vehicle on your
Account Application and the TIAA Bank Brokerage Sweep Account is the default sweep vehicle for the account; or if
TIAA has notied you that TIAA is replacing the existing bank Sweep Vehicle for your Account with the TIAA Bank
Brokerage Sweep. The TIAA Bank Brokerage Sweep comprises two separate Sweep Vehicles used in combination:
(1) the TIAA Bank Brokerage Sweep Vehicle which automatically sweeps eligible cash balances in an Account up to
the Maximum Deposit Amount (dened below) into interest-bearing deposit accounts at TIAA, FSB (a TIAA afliate);
TIAA Brokerage Customer Account Agreement (Retail)
8
and (2) the Liquid Insured Deposits (“LIDs”) Sweep Vehicle which is used as an overow Sweep Vehicle to
automatically sweep eligible cash balances in excess of the Maximum Deposit Amount into interest-bearing deposit
accounts with participating banks unafliated with TIAA (“LIDs banks”). The TIAA Bank Brokerage Sweep Vehicle will
serve as the primary bank Sweep Vehicle for eligible cash balances in an Account up to a maximum deposit amount
set by TIAA, FSB. The Maximum Deposit Amount for an Account is currently $248,500 and is subject to change by
TIAA, FSB with notice to you. Interest that accumulates in your account may cause your balance to exceed the
Maximum Deposit Amount; however, in no event will the balance exceed the then-current FDIC insurance limits for
deposit amounts held at a bank in the same right and capacity. The LIDs Sweep Vehicle will be used as an overow
sweep for eligible cash deposits in an Account which exceeds the Maximum Deposit Amount (“Excess Balances”)
plus any interest accrued. Only Excess Balances in an Account are eligible to use the LIDs Sweep Vehicle. By way of
example, if an Account holds $300,000 in eligible cash balances, the rst $248,500 will be automatically swept into
interest-bearing deposit accounts with TIAA, FSB through the TIAA Bank Brokerage Sweep. The remaining $51,500
in eligible cash balances will be automatically swept into interest-bearing accounts with participating banks
unafliated with TIAA through the LIDs Sweep Vehicle. By way of further example, if the Account instead holds
$248,500 or less in eligible cash balances, such eligible cash balances will be automatically swept into interest-
bearing deposit accounts with TIAA, FSB through the TIAA Bank Brokerage Sweep. Please review the separate
disclosure documents for the TIAA Bank Brokerage Sweep Vehicle and the LIDs Sweep Vehicle carefully.
Other Bank Sweep Options. For some Accounts, TIAA may make the Liquid Insured Deposits Sweep Vehicle on its
own (i.e., not in combination with the TIAA Bank Brokerage Sweep Vehicle described above). TIAA may change this
option by replacing it with the TIAA Bank Brokerage Account Sweep Vehicle described above orotherwise adding or
deleting bank sweep options. TIAAwill provide prior written notice to such Account holders as set forth in Paragraph
37 above prior to making any such changes.
It is your sole responsibility to monitor the total balances you have across your accounts with TIAA, FSB and/or the LIDs
banks to ensure that your deposit amounts held at any bank in the same right and capacity, directly or indirectly (with
the bank or through your account), do not exceed $250,000, which currently is the maximum amount eligible for FDIC
insurance coverage for a single bank. Amounts you hold at any bank, including TIAA, FSB or a LIDs bank, in excess of
$250,000 will not receive FDIC insurance coverage. For example, if you have a deposit account and a certicate of
deposit (“CD”) with the same bank, the aggregate dollar amount of the deposit account and the CD including accrued
interest in excess of $250,000 will not be FDIC-insured. A list of participating LIDs banks can be viewed online by going
to https://www.pershing.com/_global-assets/pdf/liquid-insured-bank-list.pdf or by contacting TIAA for a written copy.
Once you have investment within the LIDS sweep, you may opt out of having funds swept to a participating LIDs bank
by contacting us at 800-927-3059 weekdays, 8 a.m. to 7p.m. (ET); a representative can take such instructions over the
phone.
39. You acknowledge TIAA is obligated by federal securities laws to provide your name, address and holdings
information to issuers of those securities upon request, unless you instruct TIAA in writing not to do so.
40. For the parties’ mutual protection, you understand, agree and expressly consent to our electronic recordation of
any of your telephone conversations with us and to our monitoring of your electronic communications with us,
including, but not limited to, email and facsimile transmission.
41. You acknowledge receipt of the TIAA Privacy Notices.
42. Securities which are held for your Account and which are in “street name,” or are being held by a securities
depository, are commingled with the same securities being held for other customers of TIAA and for Pershing’s own
customers. Your ownership of these securities is reected in Pershing’s records. You have the right at any time to
require delivery to you of any such securities that are fully paid for or are in excess of margin requirements. The
terms of many bonds allow the issuer to partially redeem or “call” the issue prior to maturity date. Certain preferred
TIAA Brokerage Customer Account Agreement (Retail)
9
stocks are also subject to being called by the issuer. Whenever any such security being held by Pershing is partially
“called,” Pershing will determine through a random selection procedure as prescribed by the New York Stock
Exchange rules, the ownership of the securities to be submitted for redemption. Inthe event that such securities
owned by you are selected and redeemed, your Account will be credited with the proceeds. Should you not wish to
be subject to this random selection process, you must instruct TIAA to have Pershing deliver your securities to you.
Delivery will be effected provided, of course, that your position is unencumbered or had not already been called by
the issuer as described, prior to receipt by Pershing of your instructions. The probability of one of your securities
being called is the same whether they are held by you or by Pershing for you.
43. You acknowledge that various federal and state laws or regulations may be applicable to transactions in your
Account regarding restricted securities, as dened by applicable securities laws and regulations. It is your
responsibility to notify TIAA if your Account contains restricted securities and to ensure that any transaction you
effect will comply with all applicable laws and regulations. You understand that transactions in restricted
securities may take longer to process than transactions involving unrestricted securities. Notwithstanding the
foregoing, TIAA may, at its sole discretion, refuse to permit restricted securities within your Account.
44. You acknowledge your responsibility to review your brokerage Account statements for accuracy and to notify TIAA,
Pershing and/or Custodian within 30days of receipt of any error or omission. If you fail to notify TIAA, Pershing
and/or Custodian of any error or omission within this time frame, your brokerage Account statement shall be
presumed accurate. Youacknowledge your responsibility to review all conrmation statements for accuracy and
notify TIAA, Pershing and Custodian immediately of any error or omission.
If your periodic customer statement indicates that securities were forwarded to you and you have not received
them, you should notify TIAA or Pershing immediately. If notication is received within 120days after the mailing
date, as reected on your periodic statement, replacement will be made free of charge. Thereafter, a fee for
replacement may apply.
45. You acknowledge that if any provision or condition of this Agreement is held invalid or unenforceable for any reason
by any court, or regulatory or self-regulatory agency or body, such provision or condition shall be fully severable, and
this Agreement shall be enforced and construed as if such provision or condition had never comprised a part of this
Agreement.
46. You acknowledge that this Agreement cannot be modied by conduct and/or the failure of TIAA, Pershing and/or
Custodian at any time to enforce its rights hereunder to the greatest extent permitted by law, and shall not be
deemed to waive, modify or relax any of the rights granted to TIAA, Pershing and/or Custodian herein, including
any right to deal with collateral on all loans advanced to you.
47. You acknowledge that this Agreement constitutes the full and entire understanding between the parties with
respect to the provisions herein, and that there are no oral or other agreements in conict herewith. You
acknowledge that each of TIAA, Pershing and/or Custodian reserves the right to amend this Agreement, by
modifying or rescinding any of its existing provisions or by adding any new provision at any time upon written
notice to you on your brokerage Account statement(s), trade conrmation(s), or such other written or electronic
notication, including, but not limited to, posting notice of such amendment(s) and/or the amended Agreement on
the TIAA Brokerage website. The amended Agreement will be effective as of the date established by TIAA, Pershing
and/or Custodian (the “Effective Date”). You agree that any future amendments made to the Agreement shall apply
to your Account and to any subsequent Accounts you ask TIAA to establish for you in the future. The use of your
Account after the Effective Date of the amendment(s) shall constitute your acknowledgment and agreement to be
bound thereby. You are responsible for regularly checking for updates. You understand additional restrictions may
apply to the brokerage services provided hereunder and additional documentation may be required by applicable
law or TIAA, Pershing and/or Custodian’s policies and procedures. You agree to comply with any such restrictions
and promptly provide any documents or information requested.
TIAA Brokerage Customer Account Agreement (Retail)
10
48. This Agreement or any subsequently modied agreement shall cover all aspects of the Account(s) you may open or
reopen with Pershing through TIAA, including, but not limited to, Account(s) with brokerage, Check-writing privileges,
Card services and associated ACH Transactions and BillSuite Services, and shall inure to the benet of each of our
successors whether by merger, consolidation or otherwise, and assigns, and each of us may transfer your Account
to our respective successors and assigns, and this Agreement shall be binding upon your heirs, executors,
administrators, successors and assigns.
49. TIAA Brokerage and Pershing, in their capacity as clearing rm, may make the Account communications available
in an electronic form instead of mailing them in paper form; according terms and conditions will be stated within
the Electronic Delivery Terms and Conditions.
50. You acknowledge that telephone, Internet or any other electronic system, and software provided for use in
accessing your Account information, is used at your sole risk and that neither TIAA, its vendors providing data,
information or other services, including, but not limited to, any exchange (collectively, “service providers”), warrant
that the service will be uninterrupted or error-free and that neither TIAA nor any such service providers will make any
warranty as to the results that may be obtained from any of these systems. You further acknowledge that
telephone, Internet and other electronic systems are provided on an as-is and as-available basis, without warranties
of any kind, either expressed or implied, including, without limitation, those of merchantability and tness for a
particular purpose, other than those warranties which are implied by and incapable of exclusion, restriction or
modication under applicable laws and regulations. None of TIAA, any service provider, Pershing or Custodian will
be liable in any way to you or any other person for any inaccuracy, error or delay in, or omission of, any data,
information or message, or the transmission or delivery of any data, information or message, or any loss or
damages arising from or occasioned by: any inaccuracy, error, delay or omission, nonperformance, interruption in
data due to neglect or omission by any service provider, any “force majeure” (i.e., loss caused directly or indirectly
by ood, re, war, terrorism, civil unrest, strikes, natural disaster, extraordinary weather conditions, earthquake or
other acts of God, government restrictions or actions, interruptions of communications, exchanges or market
rulings, suspension of trading or other conditions beyond TIAA’s control, failure, or equipment or software
malfunction) or any other cause beyond the reasonable control of any service provider.
51. You acknowledge that complaints regarding your Account are to be mailed to TIAA Brokerage, P.O. Box 1280,
Charlotte, North Carolina 28201, or you may call 800-927-3059.
52. The Agreement, all transactions made in your Account and all matters arising in connection with the Agreement
will be governed by, and construed and enforced in accordance with, the laws of the State of New York (regardless
of the choice of law rules thereof), provided, however, that the Banking Services Agreement and the BillSuite
TM
Agreement set forth in Part IV will be governed by the laws of such state(s) as indicated in Part IV.
53. You agree that TIAA may assign this Agreement (inpartor in full, and including assigning the role of clearing broker
and custodian for the Account) to any third party or any subsidiary, afliate or successor of TIAA. Youhereby
delegate and grant to TIAA the power and authority to make these changes on your behalf. TIAAwill provide you with
at least 30 days prior written notice of such assignment and you will be deemed to have consented to the
assignment if you conduct any transactions in your Account or keep your Account open subsequent to receiving such
a notice.
TIAA Brokerage Customer Account Agreement (Retail)
11
II. Role of Pershing
TIAA retained Pershing to act as a clearing broker for TIAA and provide certain recordkeeping and operational services,
which may include execution and settlement of securities transactions, custody of securities and cash balances, and
extension of credit on margin transactions. These services are provided under a written Clearing Agreement between
Pershing and TIAA. The respective roles of Pershing and TIAA, as dened within the Clearing Agreement, are outlined
below.
1. In general, Pershing is only responsible for those services provided at the request or direction of TIAA as
contemplated by the Clearing Agreement.
2. Pershing will create computer-based account records on the Account holder’s behalf in such name(s) and with
such address(es) as TIAA directs.
3. Pershing will process orders for the purchase, sale or transfer of securities for the Account as TIAA directs. Pershing
is not obligated to accept orders for securities transactions directly from the Account holder and will do so only in
exceptional circumstances.
4. Pershing will receive and deliver cash and securities for the Account and will record such receipts and deliveries
according to information provided either by TIAA or directly, in writing, by the Account holder.
5. Pershing will hold in custody securities and cash received for the Account, and will collect and disburse dividends
and interest and process reorganization and voting instructions with respect to securities held in custody. Pershing
is responsible for the custody of cash and securities only after it comes into Pershing’s physical possession or
control.
6. Pershing will prepare and transmit to the Account holder or provide facilities to TIAA for the preparation and
transmission of conrmations of trades. Pershing will prepare and transmit to the Account holder periodic Account
statements summarizing the transaction history.
7. If TIAA opens a Margin Account for an Account holder, Pershing will loan the Account holder money for the purpose
of purchasing or holding securities subject to the terms of Pershing’s written Margin Agreement as set forth in
Section III below or in a separate document and Pershing margin policies and applicable margin regulations. TIAA
is responsible for obtaining the initial margin as required by Regulation T. Thereafter, Pershing will calculate the
amount of maintenance margin required. Pershing will advise the Account holder of those requirements, usually
through TIAA. Pershing will also calculate the interest charged on the debit balance, if any.
8. In connection with all of the functions that Pershing performs, Pershing maintains the books and records required by
law and by business practice. Pershing will provide TIAA with written reports of all transactions processed for the
Account to enable it to carry out its responsibilities under the Clearing Agreement. Pershing will assist the Account
holder and TIAA with any discrepancies or errors that may occur in the processing of transactions for the Account.
9. PERSHING DOES NOT CONTROL, AUDIT OR OTHERWISE SUPERVISE THE ACTIVITIES OF TIAA OR ITS EMPLOYEES.
PERSHING DOES NOT VERIFY INFORMATION PROVIDED BY TIAA REGARDING THE ACCOUNT OR TRANSACTIONS
PROCESSED FOR THE ACCOUNT NOR UNDERTAKE RESPONSIBILITY FOR REVIEWING THE APPROPRIATENESS OF
TRANSACTIONS ENTERED BY TIAA ON THE ACCOUNT HOLDER’S BEHALF. PERSHING MAY ACCEPT FROM TIAA,
WITHOUT INQUIRY OR INVESTIGATION, (I)ORDERS FOR THE PURCHASE OR SALE OF SECURITIES AND OTHER
PROPERTY ON MARGIN OR OTHERWISE, AND (II) OTHER INSTRUCTIONS CONCERNING YOUR ACCOUNTS. NOTICES
TO YOU CONCERNING MARGIN REQUIREMENTS OR OTHER MATTERS RELATED TO YOU WILL GO THROUGH TIAA;
HOWEVER, DIRECT CONTACT BY PERSHING MAY OCCUR IF MARKET CONDITIONS, TIME CONSTRAINTS OR OTHER
CIRCUMSTANCES REQUIRE IT. PERSHING SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ACTS OR OMISSIONS
TIAA Brokerage Customer Account Agreement (Retail)
12
BY TIAA OR ITS EMPLOYEES. YOU UNDERSTAND THAT PERSHING PROVIDES NO INVESTMENT ADVICE NOR DOES
PERSHING GIVE ADVICE OR OFFER ANY OPINION WITH RESPECT TO THE SUITABILITY OF ANY TRANSACTION OR
ORDER. YOU UNDERSTAND THAT TIAA IS NOT ACTING AS THE AGENT OF PERSHING AND YOU AGREE THAT YOU
WILL IN NO WAY HOLD PERSHING, ITS OTHER DIVISIONS, AND ITS OFFICERS, DIRECTORS AND AGENTS LIABLE
FOR ANY TRADING LOSSES INCURRED BY YOU. YOU AUTHORIZE PERSHING TO ACT AS YOUR AGENT TO
PURCHASE AND REDEEM FOR YOUR ACCOUNT SHARES OF THE FUNDS, AS PREVIOUSLY DEFINED, AND YOU
AGREE THAT YOU SHALL NOT HOLD PERSHING, ITS OTHER DIVISIONS, AFFILIATES, OFFICERS, DIRECTORS OR
AGENTS LIABLE FOR ANY TRADING LOSSES INCURRED.
10. The Clearing Agreement does not encompass transactions in commodities futures contracts or investments other
than marketable securities, which Pershing normally processes on recognized exchanges and over-the-counter
markets.
11. In furnishing its services under the Clearing Agreement, Pershing may use and rely upon the services of clearing
agencies, automatic data processing vendors, proxy processing, transfer agents, securities pricing services and
other similarorganizations.
12. This statement addresses the basic allocation of functions regarding the handling of the Account. It is not meant as a
denitive enumeration of every possible circumstance, but only as a general disclosure.
III. Trusted Contacts
TIAA is committed to helping you protect your account(s) and information. One way to protect your interests is to
appoint a Trusted Contact. A Trusted Contact is someone over the age of 18 whom you know and trust. This person
will serve as a point of contact should we have questions concerning your overall well-being, whereabouts, or if we
suspect you may be the victim of fraud or exploitation. The individual(s) you select may not take any action on your
account and will not replace or affect existing powers of attorney. You should notify those you appoint as Trusted
Contacts.
To appoint your Trusted Contact(s), log into your account at TIAA.org, then go to your Prole icon at the top of the
page. Within More profile options, click Trusted Contacts and complete the required Trusted Contact information, or
contact us at 800-842-2252 to request a form to name a Trusted Contact.
Please note that TIAA, and its afliates and representatives are authorized to contact the Trusted Contact(s) and
disclose information about your account(s) to address possible nancial exploitation, to conrm the specics of your
current contact information, health status, or the identity of any legal guardian, executor, trustee, or holder of a power
of attorney, or as otherwise permitted under FINRA Rule 2165. Except as is required by FINRA Rule 2165, TIAA is
under no obligation to interact with Trusted Contact(s).
IV. Margin Agreement
General margin policies
The amount of credit that may be extended by Pershing and the terms of such extension are governed by rules of the
Federal Reserve Board and the Financial Industry Regulatory Authority. Within the guidelines of these rules and
subject to adjustment required by changes in such rules and Pershing’s business judgment, Pershing establishes
certain policies with respect to Margin Accounts. If the market value of securities in a Margin Account declines,
Pershing may require the deposit of additional collateral. Margin Account equity is the current market value of
securities and cash deposited as security less the amount owed to Pershing for credit extended at its discretion. It is
Pershing’s general policy to require Margin Account holders to maintain equity in their Margin Accounts of the greater
of 30% of the current market value or $3.00 per share for common stock purchased on margin. Pershing applies other
TIAA Brokerage Customer Account Agreement (Retail)
13
standards for other types of securities. For example, securities may be ineligible for margin credit from time to time.
For information with respect to general margin maintenance policy as to municipal bonds, corporate bonds, listed
United States Treasury notes and bonds, mutual funds and other securities, as well as information about the eligibility
of particular securities for margin credit, please contact TIAA. Notwithstanding the above general policies, Pershing
reserves the right, at its discretion, to require the deposit of additional collateral and to set required margin at a
higher or lower amount with respect to particular accounts or classes of accounts as it deems necessary. In making
this determination, Pershing may take into account various factors including, but not limited to, (i)issues as to your
securities such as, among others, the liquidity of a positionand concentrations of securities in an Account,
(ii)considerations as to your status, including, but not limited to, a decline in creditworthiness, (iii) the size of the
Account, (iv) the general condition of the market, (v)considerations as to the ability of Pershing to obtain nancing,
and (vi) regulatory interpretations or guidance. If the Account holder fails to meet a margin call in a timely manner,
some or all of the Account holder’s positions may beliquidated.
Please note that approval of margin privileges is subject to review by TIAA. To apply for margin privileges, please
contact a TIAA Brokerage representative. The following terms and conditions shall govern all Margin Accounts:
1. You acknowledge that Margin Accounts, which allow the purchase of securities on credit, enable you to increase
the buying power of your equity and thus increase the potential for prot or loss. A portion of the purchase price is
deposited when buying securities on margin and Pershing extends credit for the remainder. You understand this
loan appears as a debit balance on your monthly account statement. Pershing charges interest on the debit
balance and requires you to maintain securities, cash or other property to secure repayment of funds advanced
and interest due. You understand that interest will be charged for any credit extended to you for the purpose of
buying, trading or carrying any securities, forany cash withdrawals made against the collateral of securities, or for
any other extension of credit. When funds are paid in advance of settlement on the sale of securities, interest will
be charged on such amount from date of payment until settlement date. In the event that any other charge is
made to the Account for any reason, interest may be charged on the resulting debit balances. You authorize TIAA
to transfer securities held in your cash Account to your Margin Account. Any assets in your Account that are
eligible as margin will be transferred to your Margin Account upon the opening of your Margin Account. This
transfer will only happen upon the opening of your Margin Account and that any further transfers will require you to
communicate with TIAA to effect them.
2. All margin transactions shall be subject to the constitution, rules, regulations, customs and usages of the
exchange or market and its clearing house, ifany, where executed by Pershing or its agents, including its
subsidiaries and afliates.
3. For purposes of this Agreement, “securities and other property,” as used herein, shall include, but not be limited
to, money and securities of every kind and nature and all contracts and options relating thereto, whether for
present or future delivery.
4. All securities and other property which Pershing may at any time be carrying for you, or which may at any time be
in Pershing’s possession or under Pershing’s control, shall be subject to a general lien and security interest in
Pershing’s favor for the discharge of all your indebtedness and other obligations to Pershing, without regard to
Pershing having made any advances in connection with such securities and other property and without regard to
the number of Accounts you may have with Pershing. In enforcing its lien, Pershing shall have the discretion to
determine which securities and property are to be sold and which contracts are to be closed. Securities and other
property held in your retirement Account(s) maintained by Pershing, which may include IRAs or qualied plans, are
not subject to this general lien and such securities or other property may only be used to satisfy the
undersigned’s indebtedness or other obligations to TIAA and/or Pershing related to your retirement Account(s).
TIAA Brokerage Customer Account Agreement (Retail)
14
5. If, at Pershing’s discretion, Pershing considers it necessary for Pershing’s protection to require additional
collateral or in the event that a petition in bankruptcy or for appointment of a receiver is led by or against you, or
an attachment is levied against your accounts, or in the event of your death, Pershing shall have the right to sell
any or all securities, commodities and other property in the Accounts Pershing has established for you, whether
carried individually or jointly with others, to buy any or all securities, commodities and other property which may
be short in such Accounts, to cancel any open orders, and to close any or all outstanding contracts, all without
demand for margin or additional margin, notice of sale or purchase or other notice or advertisement. Any such
sales or purchases may be made at Pershing’s discretion on any exchange or other market where such business
is usually transacted, or at a public auction or private sale and Pershing may be the purchaser for its own
Account. It is understood that a prior demand, or call, or prior notice of the time and place of such sale or
purchase shall not be considered a waiver of Pershing’s right to sell or buy without demand or notice.
6. You shall at all times be liable for the payment upon demand of any debit balance or other obligations owing in
any of your Accounts, and shall be liable to Pershing for any deciency remaining in any such Accounts in the
event of the liquidation thereof, in whole or in part, by either Pershing or you; and you shall make payments of
such obligations and indebtedness upon demand. The reasonable cost and expense of collection of the debit
balance, recovery of securities and any unpaid deciency in your Accounts with Pershing, including, but not limited
to, attorney’s fees incurred and payable or paid by Pershing shall be payable to Pershing by you.
7. All securities and other property now or hereafter held, carried or maintained by Pershing in its possession in any
of your Accounts may be pledged, repledged, hypothecated or rehypothecated by Pershing from time to time,
without notice to you, either separately or in common with other such securities and other property for any
amount due in the Accounts, or for any greater amount, and Pershing may do so without retaining into its
possession or control for delivery a like amount of similar securities or other property.
8. You will at all times maintain such securities and other property in the Accounts for margin purposes as Pershing
shall require from time to time via a margin call or other request, and the monthly debit balances or adjusted
balances in the Accounts with Pershing shall be charged, in accordance with Pershing practice, with interest at a
rate permitted by laws of the State of New York. The interest charge made to the Account at the close of a charge
period will be added to the opening balance for the next charge period unless paid.
9. You acknowledge receipt of the Disclosure Statement that explains the conditions under which interest can be
charged to the Account, the annual rate of interest, how debit balances are determined and the methods of
computing interest.
10. In regard to margin calls, whether for maintenance orany other margin call, in lieu of immediate liquidations,
Pershing, through TIAA, may permit you a period of time to satisfy a call. This time period shall not in any way
waive or diminish Pershing’s right, in its sole discretion, to shorten the time period in which you must satisfy the
call, including one already outstanding, or to demand that a call be satised immediately. Nor does such practice
waive or diminish the right of Pershing and/or TIAA to sell out positions to satisfy the call, which can be as high as
the full indebtedness owed. Margin requirements may be established and changed by Pershing, at its sole
discretion and judgment, without notice to you. You should contact TIAA for the latest information on margin
requirements.
11. Pershing and/or TIAA may exchange credit information about you with others. Pershing and/or TIAA may request a
credit report, and upon request, Pershing and/or TIAA will state the name and address of theconsumer reporting
agency that furnished it. IfPershing and/or TIAA extends, updates or renews your credit, Pershing and/or TIAA may
request a new credit report without notice to you.
12. If this is a Margin Agreement for a trust or other similar duciary account, you certify that the use of a Margin
Account and the borrowing and lending of securities is authorized by the trust instrument and/or applicable law.
TIAA Brokerage Customer Account Agreement (Retail)
15
13. You agree that TIAA is a third-party beneciary under the terms and conditions of the Margin Agreement and that
any rights that Pershing has under this Margin Agreement, including, but not limited to, the right to collect any
debit balance or other obligations owing in any of the Accounts, may be assigned to TIAA so that TIAA may collect
from the Account holder independently or jointly with Pershing or enforce any other rights granted to Pershing
under this Agreement.
14. This Agreement cannot be modied by conduct and no failure on the part of Pershing at any time to enforce its
rights hereunder to the greatest extent permitted shall in any way be deemed to waive, modify or relax all of the
rights granted to Pershing herein, including those rights vested in Pershing to deal with collateral on all loans
advanced to the Account holder.
15. By signing the Account Application, you acknowledge that securities not fully paid for by you may be loaned to
Pershing or loaned out to others, and as permitted by law, certain securities in your Account may be used for,
among other things, settling short sales and lending the securities for short sales, and as a result Pershing and
TIAA may receive compensation in connection therewith. Pershing and TIAA do not lend fully paid-for securities
without your written permission. Fully paid-for securities held in a cash Account (unless otherwise agreed in a
separate written agreement) and fully paid-for securities held in a Margin Account in which there is no debit
balance are not loaned. Account owner(s) should contact TIAA with any questions.
16. In the event your securities have been loaned by Pershing on the record date of a shareholder vote involving those
securities, you agree that your vote may be reduced to reect the total amount of your securities loaned by
Pershing.
V. Interest Rate Disclosure Pursuant to Section 10b-16 of the Securities and Exchange
Act of 1934
The following information applies to charges in connection with any credit that we may extend to you.
For Margin Accounts, interest will be charged on any credit extended to you for the purpose of purchasing, carrying or
trading in securities. The annualized rate of interest will be based on the amount of the debit balance during the
interest calculation period. The rates are subject to revision without notice, in accordance with any changes in the
Pershing Base Lending Rate. Interest rates charged on any debit balances in cash Accounts or credit extended in
Margin Accounts may be up to 3.00percentage points above the Pershing Base Lending Rate. The Pershing Base
Lending Rate will be set with reference to commercially recognized interest rates, industry conditions relating to the
extension of credit and general credit market conditions. The Pershing Base Lending Rate will change without prior
notice. When the Pershing Base Lending Rate changes during an interest period, interest will be calculated according
to the number of days each rate is in effect during that period. If the rate of interest charged to you is changed for any
other reason, you will be notied at least 30 days in advance. Interest period begins on the 20th of each month and
ends on the 19th of the following month. Accordingly, the interest charges for the period as shown on your monthly
statement are based only on the daily net debit and credit balances for the interest period.
The method of interest computation is as follows. At the close of each interest period during which credit was
extended to you, an interest charge is computed by multiplying the average daily debit balance by the applicable
schedule rate and by the number of days during which a debit balance was outstanding, and then dividing by 360. If
there has been a change in the Pershing Base Lending Rate, separate computations will be made with respect to
each rate of charge for the appropriate number of days at each rate during the interest period. The interest charge for
credit made to your Account at the close of the interest period is added to the opening debit balance for the next
interest period, unless paid.
TIAA Brokerage Customer Account Agreement (Retail)
16
With the exception of credit balances in your short Account, all other credit and debit balances in all of your Accounts will
be combined daily and interest will be charged on the resulting average daily net debit balances for the interest period. If
there is a debit in the cash Account (type 1) and there is a Margin Account (type 2), interest will be calculated on the
combined debit balance and charged to the Margin Account. Any credit balance in the short Account is disregarded
because such credit collateralizes the stock borrowed for delivery against the short sale.
Such credit is disregarded even if you should be long in the same position in your Margin Account (i.e., short against the
box). If the security that you sold short (or sold short against the box) appreciates in market price over the selling price,
interest will be charged on the appreciation in value. Correspondingly, if the security that you sold short depreciates in
market price, the interest charged will be reduced since your average debit balance will decline. This practice is known
as “marking-to-market.” The daily closing price is used to determine any appreciation or depreciation of the security
sold short.
If your Account is short shares of stock on the record date of a dividend or other distribution, however such short position
occurs, your Account will be charged the amount of dividend or other distribution on the following Business Day.
Interest rate table
Average Debit Balance Interest Rate Above Pershing Base Lending Rate
$0 – $ 9,999 1.25%
$10,000 – $29,999 0.75%
$30,000 – $49,999 0.50%
$50,000 + 0.25%
VI. Cash Solutions Account
An Account with Cash Solutions features consists of three parts: (a) a conventional brokerage Account which is either
a cash or Margin Account, or both; (b) access to funds in the Account via Cards, Checks and ACH Transactions; and
(c) a choice of Funds. Enrollment in the Cash Solutions feature is through an additional and separate application. Full
terms, conditions and fee schedule can be reviewed within the Cash Solutions Account Terms and Conditions.
TIAA Brokerage Customer Account Agreement (Retail)
17
VII. Commission and Fee Schedule
Online/Mobile
TIAA.org/brokerage
Automated Telephone System (ATS)
800-842-2252
Client Service Assistance
800-927-3059
Equities and Exchange-Traded Funds (ETFs)
(All commissions and fees are per transaction, unless otherwise indicated.)
Equity and Transaction-Fee ETFs No charge $35 $55
No-Transaction-Fee (NTF) ETFs
W
NTF-eligible ETFs will have a $0.00 commission, regardless of order size or holding period.
W
Any ETF shares purchased prior to January 26, 2018, and now identied as an NTF ETF will still be charged a
commission when the shares are sold, when placing the trade through the ATSor
Client Service Assistance.
W
A commission will be charged for NTF ETFs sold prior to settlement.
W
NTF-eligible ETFs should not be purchased on margin. If purchased on margin, the ETF is no longer
NTF eligible.
W
NTF-eligible ETFs can be moved to margin after 30 days.
Equity Notes
W
Fees shown reect stock prices greater than $1 per share. Orders to buy shares priced under $1, restricted
shares, non-permitted Cannabis Related Business (CRB) securities, foreign securities, privately held
securities, shares without a market price or no bid/askwill not be accepted.
W
Orders to sell shares priced under $1 are handled via Client Service Assistance at the online commission
rate, given above, based on eligibility.
Financial Transaction Tax (FTT)
Ordinary and ADR
W
All opening transactions in FTT-eligible French companies will be subject to the French FTT at a rate of 0.30%
of the total transaction cost.
W
All opening transactions in FTT-eligible Italian companies will be subject to the Italian FTT at a rate between
0.10% and 0.20% of the total transaction cost.
ADR Agent Servicing Fee
W
Fee will generally range from $0.01 to $0.03 per share. Amounts will differ by ADR. Please refer to the ADR
prospectus for specic fee and other information.
Securities and Exchange
Commission (SEC) Section 31
Transaction Fee
W
Varies per transaction. Visit SEC.gov for the current rate.
Fixed Income
Bonds and CDs are available for purchase online. For assistance, call 800-927-3059.
U.S. Treasury Securities
New Issues
(primary, at auction)
$50 per transaction
Existing Issues
(secondary, already trading)
$1 per $1,000 face amount ($50 minimum)
Other Fixed Income
Municipal Bonds, Government
Agency Bonds, Unlisted
(Over-the-counter, or OTC)
Corporate Bonds, and
Mortgage-backed Securities
1
$50 + $2 per bond
Certicates of Deposit - New Issues Purchase minimums of $5,000, no commission (interest rate reects issuing bank’s fee)
1
TIAA may execute certain xed-income transactions for your Account on either an agency or principal basis. If we execute on an agency basis, the commissions listed
above will apply. If we execute on a principal basis, we will sell a xed-income product to you (or buy it from you), which we contemporaneously purchase from (or sell to)
a dealer. If so, the net compensation earned by TIAA will include a mark-up. If we sell a xed-income product to you, the mark-up is the difference between the sales price
to you and the price we pay to purchase the product from a dealer. If we buy a xed-income product from you, the mark-up is the difference between the sales price to the
dealer and the price we pay to purchase the security from you.
TIAA Brokerage Customer Account Agreement (Retail)
18
Online/Mobile
TIAA.org/brokerage
Automated Telephone System (ATS)
800-842-2252
Client Service Assistance
800-927-3059
Options
(All commissions and fees are per transaction, unless otherwise indicated.)
Commissions and Fees No charge $35 + $2.00 per contract $55 + $2.50 per contract
Options Exercise/Assignment $25 $25 $25
Options Regulatory Fee Varies by contract. Visit https://www.theocc.com for the current fee schedule.
VII. Commission and Fee Schedule (continued)
Mutual Funds
No-Transaction-Fee (NTF) Funds
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Minimum initial investment for mutual funds: The greater of either the listed amount in the fund’s
prospectus or $500. Additional investments are the greater of either the listed amount in the fund’s
prospectus or $100. Purchases placed below the stated minimum amount will be charged the appropriate
transaction fee. Different minimums may apply for managed accounts.
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Transactions of NTF funds for amounts less than the $500 minimum stated above will be subject to the
appropriate transaction fee. Dollar cost averaging transactions are excluded.
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Short-term redemption fee: $50 minimum for shares held less than six months (waived for shares
transferred from another brokerage rm or nancial institution). Additional redemption fee may apply as
set forth in each fund’s prospectus.
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Dollar cost averaging transactions, no fee; minimum transaction $100.
Transaction-Fee (TF) Funds
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Transaction fee, regardless of order size:
– $50 per trade
– $35 per trade for customers that receive a nancial planning solution from their Wealth Management Advisor.
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Minimum initial investment for mutual funds: The greater of either the listed amount in the fund’s
prospectus or $500. Additional investments are the greater of either the listed amount in the fund’s
prospectus or $100. Purchases placed below the stated minimum amount will be charged the appropriate
transaction fee. Different minimums may apply for managed accounts.
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Dollar cost averaging transactions, no fee; minimum transaction $100.
Account Maintenance Fees
(All fees are per transaction, unless otherwise indicated.)
Account Research $20 per hour
ACH Return Fee $25
Alternate Investment Transaction/Processing Fee $50
Certicate Cancellation Fee for certicates
deposited outside of the transfer agent
$3+ (pass-through fee, varies by transfer agent)
Custody/Safekeeping Fee for Physical Securities $10 per account, per position, per month
Direct Registration System (DRS) Incoming
Transfer Fee—Shares sent directly from some
transfer agents
$15 – $20 (pass-through fee, varies by transfer agent)
Direct Registration System (DRS) Outgoing
Transfer Fee—Shares sent directly back to the
transfer agent*
$30 per security, per account
TIAA Brokerage Customer Account Agreement (Retail)
19
VII. Commission and Fee Schedule (continued)
Foreign Securities
Up to $75 for each order (not applicable to American Depositary Receipts) +
transaction fees and commission
Foreign Security Receive and Deliver Fee $75
Incoming Account Transfer/IRA Termination/
Account Closure Fee
Varies by sender (pass-through fee)
International Overnight Check Delivery Fee $28
IRA Termination Fee** $130
Margin Extensions $15
NSF/Return Check Deposit Fee $25
Outgoing Wired Funds Fee $25 (waived for account in an advisory program)
Overnight Check Delivery Fee $12
Post-Effective Reorganizations—Voluntary $75
Reorganizations—Voluntary $25
Saturday Delivery—Overnight Check Delivery Fee $18
Special Product Fee—Registered REITs $35 per position, charged at transfer and then annually
Special Product Fee—Unregistered REITs $125 per position, charged at transfer and then annually
Stop-Payment Order Fee $15
Transfers of Gifted Securities or Checks Mailed
Regular Delivery*
No charge
Transfers—Accommodation* $80 per transfer
Transfers-Automated Clearing House (ACH) No charge
Transfers—GNMA, Restricted, Legal* $140 per transfer
Transfers—Outgoing Full Account* $50 per transfer, no charge for partial transfers
Transfers—Register, Transfer and Ship* $80 per transfer, plus any third-party charges, including a DTCC charge of $500
** Note: Termination fee does not apply to the TIAA IRA or Investment Solutions IRA self-directed brokerage account, or if the assets from a TIAA IRA account are transferred to a
new or existing TIAA IRA account.
* Checks in the amount of $250,000 or more for transfers or payments will be sent via overnight delivery and a delivery fee of $12 will be charged to the account.
Foreign Currency Deposit Fee “Free Credit Balance Interest Charge”
(Monthly rate subject to change. Call TIAA Brokerage for current rates.)
Currency
Rate for Balance Below
Daily Exception Balance
Daily Exception Balance
Rate for Balance Above
Daily Exception
Swiss Franc (CHF) 2.00% $100,000 4.25%
Danish Krone (DKK) 1.30% $1,000,000 1.80%
Swedish Krona (SEK) .85% $2,000,000 1.25%
Euro (EUR)
.75% $86,000 1.05%
Japanese Yen (JPY) .35% $100,000,000 .65%
TIAA Brokerage Customer Account Agreement (Retail)
VII. Commission and Fee Schedule (continued)
Cash Solutions Account (CSA)
(All fees are per account and per transaction, unless otherwise indicated.)
Fees
Silver Tier Gold Tier Platinum Tier
Annual Fee $25 $95 $145
ATM In-network Withdrawal Fee Visa® or Plus® N/A None None
ATM Out-of-network Fee N/A None None
ATM Out-of-network Surcharge Fee*
(charged by ATM owner)
N/A Various Various
Bill Payment Through BillSuite Free Free Free
Business Style Check Reorder $50 $50 $50
Business Style Checks—Initial Order, Includes Binder $60 $60 $60
Cash Advance Fee (Non-ATM) N/A
.25% of transaction
($2.50 minimum)
.25% of transaction
($2.50 minimum)
Check Reorder $15 $10 Free
Copy of Cancelled Check or Visa® Draft $3.75 per copy $3.75 per copy $3.75 per copy
CSA Checks and Debit Card—Overnight Delivery $40 $40 $40
Foreign Transaction Fee N/A 1% of transaction 1% of transaction
Initial Check Order (includes checkbook cover,
check register, deposit tickets and 40 checks)
Free Free Free
Lost or Stolen Checkbook Replacement $25 $25 $25
Returned Check or Automated Clearing House (ACH)
Transaction (for any reason)
$25 $25 $25
Stop Payments (on checks) $25 $25 Free
Note: Silver Tier annual fee is waived for accounts that have $25,000 or more in average month-end closing cash sweep balances.
*Surcharge may be imposed for ATM usage including transactions and balance inquiries.
Retail Brokerage IRA Resource Checking
(All fees are per transaction, unless otherwise indicated.)
Copy of Cancelled Check $3.75 per copy
NFS/Return Check Fee $25
Stop Payment Fee $25
20
20MCM0651.01
A11456 (02/21)
TIAA Brokerage, a division of TIAA-CREF Individual & Institutional Services, LLC, reserves the right to change this fee and commission schedule at its
discretion, subject to notication in accordance with applicable laws and regulations.
TIAA privacy notice
Please read this notice carefully. It applies to you as a current or former customer of our products
and services, or as a consumer interested in our products and services. We at TIAA are committed
to protecting your privacy in accordance with the Fair Credit Reporting Act (FCRA), as amended by
the Fair and Accurate Credit Transactions Act of 2003 (FACT Act), the Gramm-Leach-Bliley Financial
Services Modernization Act (GLB), applicable state laws and this privacy notice.
Information we may collect
The nonpublic personal information we collect may include, but is not limited to, your name, address, telephone number,
email address, Social Security number, date of birth, and your transaction and experience history with TIAA Companies.
We may use this information in connection with certain aspects of our business. For example, we may use this information
to complete your requested transaction or to otherwise manage your relationship with the TIAA Companies.
We may obtain this information i) directly from you (e.g., application or other form you have completed, from information
youhave chosen to disclose in our website, TIAA.org, or from information you have given a TIAA Company in a consultation),
ii)from your employer with respect to your employer-sponsored plan or iii) from third parties. In addition, we may also collect
information about your creditworthiness from consumer reporting agencies, and may include your marital status, employment
history, income, assets, credit score, credit history, open lines of credit, and about your household.
If you are applying for or own a life insurance policy, we may also collect your health information. We will not disclose your
health information to any other company, including TIAA Companies or other persons unless authorized by you, or required
or permitted by law or regulation.
How your information is used
We use your personal information primarily to provide you with the products and services you request or your employer
has directed us to deliver on your behalf, and we share and use your personal information relating to transactions,
balances, payment history and similar experiences among the TIAA Companies to conduct their business. If you are a
participant in an employer-sponsored retirement or savings plan investing in a TIAA or third-party annuity contract or a
TIAA or third-party mutual fund, we may share the information we collect with your employer and its agents, if any, for plan
administration purposes. Additionally, unless instructed otherwise by a plan sponsor of your current or former retirement
plan, we may also use your personal information to market or determine your possible interest in products and services
that the other TIAA Companies offer.
TIAA privacy notice
Disclosure of your information
We share your personal information with other TIAA Companies as permitted by law. We will not disclose your personal
information to anyone outside of the TIAA Companies unless: 1) we have received proper consent from you; 2) we are
legally permitted to do so; or 3) we reasonably believe, in good faith, that we are legally required to do so. For example,
wemay provide the information to assist us with various aspects of conducting our business, to comply with laws or
industry regulations, and/or to effectuate any action that you have requested, including the following:
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Unaffiliated service providers (e.g., fulfillment companies and securities clearinghouses, data processing services,
printers and mailing facilities) engaged by us
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Unaffiliated fund and/or insurance companies and their agents whose investment options are made available to you
through your employer-sponsored retirement or savings plan, provided monies are allocated to them on your behalf
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Government agencies, other regulatory bodies and law enforcement officials (e.g., for tax purposes or for reporting
suspicious transactions)
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Other organizations, with your consent or as directed by you (e.g., if you use TIAA as a financial reference in applying
for credit with another institution)
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Other organizations, as permitted or required by law (e.g., for fraud prevention)
Security of your information
TIAA protects the personal information you provide against unauthorized access, disclosure, alteration, destruction,
loss or misuse. Your personal information is protected by physical, electronic and procedural safeguards in accordance
with federal and state standards. These safeguards include appropriate procedures for access and use of electronic
data, provisions for the secure transmission of sensitive personal information on our website, and telephone system
authentication procedures. Additionally, we limit access to your personal information to those TIAA employees and agents
who need access in order to offer and provide products or services to you. We also require our service providers to
protect your personal information by utilizing the privacy and security safeguards required by law.
Your right to opt-out
Providing us with access to your information permits us to offer you distinct advantages and better service. It enables us
to provide you with more comprehensive financial guidance. Sharing and using your information helps us tailor product
offerings to you and eliminate those that may not interest you. This helps us keep expenses low.
Federal law gives you the right to limit some but not all sharing of your personal information. You may not limit sharing
of information of your transactions and experiences with TIAA Companies, but you may limit sharing of information about
your creditworthiness.
Unless you tell us otherwise and opt-out, (i) the TIAA Company(ies) with which you have a business relationship may share
information about your creditworthiness with other TIAA Companies or (ii) other TIAA Companies may use your personal
information for marketing purposes. If you are a Vermont resident, state law gives you an additional right: we will not share
information about your creditworthiness with other TIAA Companies except with your consent.
If you opt-out, the TIAA Company(ies) with which you have a business relationship will still notify you of their new products
or services. Please note that we cannot withdraw any previous disclosures made with your authorization.
TIAA privacy notice
To opt-out of either information sharing or marketing, or both, please call the National Contact Center, weekdays, 8 a.m. to
10 p.m. (ET) at 877-518-9161. You may receive more than one privacy notice from the TIAA Companies depending on the
products you own.
If you own a life insurance contract, brokerage account or a TIAA-CREF Funds account with a co-owner, you and the
co-owner may:
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Opt-out separately, or
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Either of you may opt-out for both of you
If you opt-out separately, we will limit disclosure of information only for the owner who has opted-out. If you indicate that
you are opting-out for the co-owner as well, we will limit disclosure for both of you.
Your opt-out becomes effective as soon as practicable. It remains in effect until you revoke it in writing. Even if you have
opted-out, you will receive our privacy notice as required by law.
TIAA online privacy notice
Please also see the TIAA online privacy notice at TIAA.org for additional information regarding our online privacy practices.
Changes in our privacy notice
TIAA periodically reviews its privacy notice and reserves the right to amend it. If amended, TIAA will continue its commitment
to maintaining the security and privacy of your personal information. We will notify you of material changes prior to when they
take effect through a banner notice in our website, TIAA.org.
How to change or correct your personal information
To change information such as your name, address, retirement start date, telephone number, email address or other
personal information, please log in to your TIAA account page at TIAA.org and submit your changes. Your new information
will be effective immediately. If you want to change your address on fewer than all contracts, you will need to select “click
here” located under the email section of the page.
You may also change your personal information by calling our National Contact Center at 800-842-2776, weekdays, 8 a.m.
to 10 p.m. (ET). Note that certain changes cannot be processed over the phone. You may send letters to:
TIAA, P.O. Box 1259, Charlotte, NC 28201
For Nevada residents, state law requires that we provide you notice that you have the option to be placed on our
Internal Do Not Call list. If you would rather not receive marketing calls from us, please call us at the telephone number
providedabove.
Former customers
If your customer relationship with TIAA ends, we will not destroy your personal information unless required or permitted by
law. We will continue to treat your personal information in accordance with this privacy notice and applicable laws.
Internet tracking disclosure
We do not have the protocol that offers you the choice to opt-out of Internet tracking. You may reset your web browser to
enable do not track signals if your web browser supports such functionality.
TIAA privacy notice
A10605 (03/21)141038818
©2021 Teachers Insurance and Annuity Association of America-College Retirement Equities Fund, 730 Third Avenue, New York, NY 10017
The TIAA Companies
As described in this notice, “TIAA”, the “TIAA Companies” or “we” are financial companies using the TIAA and/or Nuveen
brands that share a common corporate identity. TIAA Companies include but are not limited to the following:
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Teachers Insurance and Annuity Association of America and TIAA-CREF Life Insurance Company (TIAA Life) are insurance
companies. They provide products such as life insurance and annuities.
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College Retirement Equities Fund (CREF) is an investment company that is the companion organization to TIAA. CREF
provides retirement annuities.
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TIAA-CREF Funds is an investment company.
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TIAA-CREF Life Funds is an investment company.
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Teachers Advisors, LLC is an investment advisor. It provides services for our mutual funds and personal annuities.
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TIAA-CREF Investment Management, LLC is the investment advisor to CREF.
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TIAA-CREF Individual & Institutional Services, LLC is the principal underwriter for CREF and the TIAA Real Estate
Account, and is authorized by agreement to sell and service TIAA-CREF Funds, TIAA-CREF Life Funds, and interests in
tuition savings products. It also provides brokerage accounts through TIAA-CREF Brokerage Services.
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TIAA, FSB is a federally chartered savings bank. It provides asset management and fiduciary services for individuals
and institutions, and acts as custodian and trustee for individual retirement accounts; and through its TIAA Bank
division, it provides full-service, nationwide banking and lending services, to consumer, commercial and institutional
clients through a variety of channels, including online, its Florida-based financial centers and at other business
offices throughout the country. TIAA, FSB clients are subject to a separate privacy notice and procedures.
TIAA business
continuity: Being prepared
Our business continuity plan covers everything
we do at TIAA
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Backing up and recovering the data in our computer systems
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Building redundancy into all critical systems
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Minimizing financial, operational and credit risk exposures
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Establishing alternate ways to communicate with our participants
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Confirming emergency contacts and alternate business facilities for
our employees
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Arranging emergency procedures with critical business partners,
such as banks
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Communicating with and reporting to regulators
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Ensuring participants have prompt access to their accounts and funds
At TIAA, we believe that it is important to our participants and institutions that we are prepared to
operate through disruptions. To maintain business continuity, we continually review our activities
to develop appropriate and robust contingency plans. Where we have business-critical functions,
we have put procedures in place to make sure we can continue operating in an emergency. Our
participants can feel confident that they can conduct business with TIAA without significant
interruption under most circumstances.
Just as we recommend a diversified portfolio to minimize investment risk, we maintain a geographically diverse group of
business centers, with principal sites located in New York, New York; Denver, Colorado; and Charlotte, North Carolina.
The people, processes and technology necessary to conduct our business are distributed among these sites, with critical
business operations conducted at multiple locations. If activity at any one of these sites is disrupted, we can continue
operating at the other locations without serious interruption for our participants and institutions.
We believe that the distance between these sites greatly reduces the risk that an event occurring at one site would affect the
others. However, just as a diversified portfolio cannot eliminate risk entirely, we recognize that simultaneous disruptions at
our principal sites could limit participants’ ability to conduct transactions with us. We believe this risk is very small and the
likelihood of such an event to be remote. Because other companies provide various services we rely on, we also take into
account the strength of these vendors’ business continuity plans when determining whether to work with them.
Our planning contemplates disruptions of varying scope, severity and duration, as recommended by FINRA:
TIAA-specific disruption
We have policies and procedures in place intended to mitigate the risk of any disruption that could cause our systems to
be temporarily unavailable, such as a virus disabling a computer system. We have also put in place procedures to address
unforeseen disruptions to our systems and processes.
Disruption to a single building
We have structured our operations to minimize the impact of a disruption at any one of our buildings. For a disruption
impacting a single building, such as a fire, our operations are structured so that all critical and important business functions
are performed at multiple locations.
Disruption to a business district
We maintain geographic dispersion of our operations to reduce the risk if there is a disruption in a business district, like
an explosion at an electrical substation. Likewise, we have looked for such geographic dispersion in the operations of our
vendors and service providers.
Citywide disruption
For a citywide disruption, such as a flood, our response would be the same as for a disruption to a business district in which
we are located.
Regional disruption
In the event of a regional disruption, such as a power blackout or snowstorm, we will rely on our facilities located outside the
affected region to continue our business. We have procedures and a communication plan in place that will focus our available
resources on maintaining critical business functions for the duration of the disruption.
We at TIAA expect business to continue during each of these scenarios. Our business continuity plan aims to recover
mission-critical business functions within one hour of a disruption, and other critical business functions within 24 hours.
Noncritical function recovery is prioritized beyond 24 hours depending on the impact of the disruption.
141023127 717520_717520
F11032 (01/21)
TIAA, FSB
This document provides you with important information
about how the Bank Sweep Product works. These terms
and conditions supplement the terms and conditions
contained in the account agreements and related
documents which govern your Brokerage Account.
YOU UNDERSTAND THAT BY PROVIDING YOUR
AUTHORIZATION TO USE THE BANK SWEEP PRODUCT,
YOU HAVE INSTRUCTED PERSHING TO DIRECT YOUR
FREE CREDIT BALANCES TO THIS SWEEP PRODUCT.
YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED AND
CAREFULLY READ THESE TERMS AND CONDITIONS
IN CONNECTION WITH ENROLLING IN THE BANK
SWEEP PRODUCT. IF YOU HAVE ANY QUESTIONS
ABOUT ANY OF THE PROVISIONS OF THESE TERMS
AND CONDITIONS, PLEASE CALL TIAA BROKERAGE
OR YOUR INVESTMENT PROFESSIONAL.
A. The Bank Sweep Product
1. Operation of the Bank Sweep Product. The Bank
Sweep Product is operated by TIAA Brokerage through
Pershing. Under the Bank Sweep Product, eligible cash
balances in your Brokerage Account are automatically
swept into interest bearing deposit accounts at the
Bank. These interest bearing deposit accounts are an
omnibus interest bearing Demand Deposit Account
(“Omnibus DDA”) an omnibus Money Market Demand
Account (“Omnibus MMDA”), and/or, for qualifying
Brokerage Accounts, an omnibus Negotiable Order of
Withdrawal Account (“Omnibus NOW”) and are held
in each case in the name of “Pershing LLC as agent
for the exclusive benefit of customers, each customer
acting for themselves and others” or a similar
designation (together, the “Omnibus Accounts”).
You maintain a beneficial account interest in the
Omnibus Accounts equal to the aggregate amount
of your free credit balances that remain in your
Brokerage Account after purchase transactions
and other charges in your Brokerage Account (such
as checks, ACH payments, debit cards and ATM
withdrawals), plus the interest that accrues on the
amounts transferred into each Omnibus Account (the
“Subaccount”). The Subaccount will be evidenced by
an entry on records maintained by Pershing and not
directly on the records of the Bank.
2. Account Eligibility. The following account types are
eligible to use the Bank Sweep Product: individual,
joint, IRA and certain organizational accounts, such
as corporate accounts and certain fiduciary and
trust accounts. TIAA Brokerage reserves the right, in
its sole discretion, to amend the types of brokerage
accounts that are eligible to participate in the Bank
Sweep Product, as well as modify the eligibility
Bank Sweep Product Terms and Conditions
The following Terms and Conditions govern your participation in the TIAA, FSB Bank Sweep
Product (the “Bank Sweep Product”) offered to eligible brokerage accounts (each a “Brokerage
Account”) provided by the TIAA Brokerage division of TIAA-CREF Individual & Institutional
Services, LLC (“TIAA Brokerage”) and carried by its unaffiliated clearing broker, Pershing LLC
(“Pershing”). The Bank Sweep Product is designed to sweep Eligible Cash Balances (as defined
below) in your Brokerage Account into bank deposit accounts at TIAA, FSB (the “Bank”).
Currently, cash balances held in a Brokerage Account up to $248,500 are Eligible Cash Balances.
The Bank may change this amount from time to time, as described more fully below.
Bank Sweep Product Terms and Conditions
2
requirements for the Bank Sweep Product.
Brokerage accounts that are brokerage windows
to an employer-sponsored retirement plan
provided through TIAA are not currently eligible for
participation in the Bank Sweep Product.
3. Eligible Cash Balances. The free credit balances that
remain in your Brokerage Account after purchase
transactions and other charges in your Brokerage
Account (such as checks, ACH payments, debit cards
and ATM withdrawals) are eligible to be deposited into
the Bank Sweep Product (“Eligible Cash Balances”).
The Bank imposes a maximum amount of Eligible
Cash Balances it will receive (“Maximum Eligible
Cash Balance Amount”)—currently, the amount is
$248,500 per Brokerage Account. The Bank may
change the Maximum Eligible Cash Balance Amount
from time to time with prior notice to you. Interest
that accumulates in your account may cause your
balance to exceed the Maximum Deposit Amount;
however, in no event will the balance exceed the
applicable FDIC insurance limit in effect at the time
of the change (currently, $250,000 per legal category
of ownership as described more fully below). In
addition, if the Bank is no longer accepting deposits,
the Bank may change the Maximum Eligible Cash
Balance Amount to zero. Eligible Cash Balances in
your Brokerage Account which exceed the Maximum
Eligible Cash Balance Amount will be deposited into
bank deposit accounts with one or more other banks
through a separate bank sweep vehicle (“Overflow
Bank Sweep Product”). For example, if the Eligible
Cash Balance in your Brokerage Account is $275,000,
the first $248,500 will be deposited under the Bank
Sweep Product and the remaining $26,500 will be
deposited into bank deposit accounts with one or
more other banks through the Overflow Bank Sweep
Product. Currently, the Liquid Insured Deposits bank
sweep vehicle (“LIDS”) operated by Pershing is the
Overflow Bank Sweep Product. LIDS is a separate
sweep vehicle subject to separate terms and
conditions. See the Liquid Insured Deposits Terms
and Conditions for important information about this
vehicle and its applicable FDIC insurance limits.
TheLIDS bank sweep vehicle comprises a number of
participating banks; however, the Bank is not one of
the participating banks for purposes of the Overflow
Bank Sweep Product.
4. Minimum Balance Requirements. There is no
minimum Eligible Cash Balance required to either
participate in the Bank Sweep Product or continue
to participate in the Bank Sweep Product. There is
also no minimum period that your funds invested in
the Bank Sweep Product (the “Funds”) must remain
on deposit with the Bank and no limitation on the
number or amount of withdrawals that Pershing may
affect under the Bank Sweep Product.
5. FDIC-insured Accounts. The Bank Sweep Product
seeks to provide you with the security of FDIC
insurance for your Funds.
FDIC insurance provides protection against the loss of
your Funds on deposit with the Bank under the Bank
Sweep Product, up to allowable limits, in the event the
Bank fails. FDIC deposit insurance is backed by the
full faith and credit of the United States. Specifically,
FDIC deposit insurance coverage is available for your
Funds up to the FDIC standard maximum deposit
insurance amount (“SMDIA”), which is currently
$250,000 per legal category of account ownership
at the Bank, when aggregated with all other deposits
held by you at the Bank and in the same legal
category of account ownership. Please see Appendix A
for examples regarding how FDIC coverage works.
Eligible Cash Balances in your Brokerage Account
up to the Maximum Eligible Cash Balance Amount
then in effect may be deposited under the Bank
Sweep Product with the Bank even if the aggregate
amount of your Funds on deposit with the Bank
through the Bank Sweep Product together with any
other funds that you maintain in the same legal
category of ownership with the Bank exceeds the
SMDIA. Youare solely responsible for monitoring the
aggregate amount that you have on deposit with the
Bank and any other bank participating in the Overflow
Sweep Program in connection with FDIC insurance
limits. Pershing, TIAA Brokerage and your investment
professional do not monitor or take any responsibility
for money you may have at the Bank outside the
Program or money you have at any bank participating
in the Overflow Sweep Program.
Money you hold on deposit with the Bank that is
separate from your Funds on deposit with the Bank
through the Bank Sweep Product will not be taken
Bank Sweep Product Terms and Conditions
3
into account in determining whether to sweep your
Eligible Cash Balances to the Bank through the Bank
Sweep Product. In addition, if you have more than
one Brokerage Account with the same legal category
of account ownership, the funds in all Brokerage
Accounts that participate in the Bank Sweep Product
will be aggregated in order to determine the amount
covered by FDIC insurance. For example, if the SMDIA
is $250,000 and you have $30,000 in Eligible Cash
Balances in one Brokerage Account, $30,000 in
Eligible Cash Balances in another Brokerage Account
and $200,000 on deposit with the Bank outside
of your Brokerage Account, only $250,000 of your
$260,000 is insured by the FDIC. Depending on the
individual facts and the ownership rights and capacities
in which your Brokerage Accounts and deposits with
the Bank are held, additional amounts may be covered
by FDIC insurance.
6. Securities Investor Protection Corporation (“SIPC”).
SIPC is a nonprofit member corporation funded
primarily by member securities brokerage firms
registered with the Securities and Exchange
Commission, such as TIAA Brokerage and Pershing.
SIPC covers against custodial loss (but not investment
loss such as a decrease in value of an investment)
in the event of a brokerage firm insolvency. TIAA
Brokerage (a registered broker/dealer) and Pershing,
which holds your Brokerage Account assets (also
a registered broker/dealer), are members of SIPC.
YourFunds are not covered by SIPC.
7. Your Responsibility to Monitor Your Eligible Cash
Investment Options. None of TIAA Brokerage, Pershing
or the Bank have any obligation to monitor your
Eligible Cash Balance investment options, including
the Bank Sweep Product and the Overflow Bank
Sweep Product for your Brokerage Account, or to make
recommendations about or changes to the Bank Sweep
Product, including monitoring your FDIC insurance
limits. As your personal financial circumstances and
other factors change, it may be in your interest to
change your Eligible Cash Balance investment options
or to invest cash from your Brokerage Account in other
investment vehicles. You can review your investment
options and other investments, as well as the current
rates and returns of each by calling TIAA Brokerage at
800-927-3059 or by visiting TIAA.org.
8. Deposits with the Bank. When you enroll in the
Bank Sweep Product, you consent to have Eligible
Cash Balances in your Brokerage Account at TIAA
Brokerage automatically deposited through the Bank
Sweep Product to the Bank up to the Maximum
Eligible Cash Balance Amount then in effect. Each
business day (as defined herein), Pershing will
sweep the Eligible Cash Balances in your Brokerage
Account to the Bank. Only Eligible Cash Balances
swept by Pershing to the Bank will be eligible for
inclusion in the Bank Sweep Product. For purposes
of these Terms and Conditions, a business day is
any day when both the New York Stock Exchange
and the New York Branch of the Federal Reserve
Bank are open for business (a “Business Day”).
9. Withdrawals and Access to Funds. When you enroll
in the Bank Sweep Product, you consent to have
your Funds on deposit at the Bank automatically
withdrawn in the event of a debit in your Brokerage
Account or on the settlement date to reconcile
purchase transactions and other charges posted
to your Brokerage Account (such as checks, ACH
payments, debit cards and ATM withdrawals). Each
Business Day, as needed, Pershing will withdraw your
Funds on deposit with the Bank.
You cannot withdraw your Funds from the Bank
directly. Checks, ACH payments, debit cards, ATM
withdrawals, direct deposits, credits and other
transactions and items for your Brokerage Account
are processed through your Brokerage Account rather
than directly with the Bank under the Bank Sweep
Product. In the event of the failure of Pershing, you
may seek to access your Funds by contacting TIAA
Brokerage at 800-927-3059. In the event of the
failure of TIAA Brokerage, you may seek to access
your funds by contacting Pershing at 201-413-3333.
TIAA Brokerage and/or the Bank reserves the right to
require you to present any information, identification,
certification or any other documentation reasonably
deemed necessary by the Bank to establish your
entitlement to funds prior to disbursing any funds to
you, if circumstances require such action.
In the event of a failure of the Bank, there may be
a time period during which you may not be able
to access your Funds in the Omnibus MMDA or
OmnibusNOW.
Bank Sweep Product Terms and Conditions
4
10. Brokerage Account Statements. Your periodic
Brokerage Account statement from Pershing will
summarize account activity with respect to your
participation in the Bank Sweep Product, including
your opening and closing balances, deposits,
withdrawals, and interest earned on your Funds for
the period covered. You will not receive a separate
statement from the Bank. Please retain your
Brokerage Account statements for your records.
B. About the Bank
1. Affiliation and Information. TIAA Brokerage and
the Bank are separate but affiliated companies
and wholly owned subsidiaries of Teachers
Insurance and Annuity Association of America
(“TIAA”). The Bank is a federal savings bank and
an FDIC-insured depository institution. You can
obtain publicly available financial information about
the Bank at the FDIC’s website at fdic.gov, or by
contacting the FDIC’s Division of Information and
Research by writing to Federal Deposit Insurance
Corporation, Division of Information and Research,
55017thStreet, NW, Washington, DC 20429-9990;
or by calling the FDIC’s Division of Information and
Research at 877-275-3342. Neither Pershing nor
TIAA Brokerage guarantees the financial condition
of the Bank, or the accuracy of any publicly available
information concerning the Bank.
Your Funds are a direct obligation of the Bank and
are not, either directly or indirectly, guaranteed
by TIAA Brokerage or Pershing, or any of their
subsidiaries, affiliates or parent companies.
2. Your Relationship with the Bank. Although your Funds
are a direct obligation of the Bank, you will receive
no separate evidence of ownership from the Bank.
Instead, the Subaccount will be evidenced by an
entry on records maintained by Pershing, as the
custodian of your Brokerage Account assets.
C. Interest Rates on Your Deposits
1. Interest and Fees. Your Funds will earn interest and
such interest will be accrued daily on the balance
of your Funds with the Bank. The interest will be
credited and paid by the Bank at the end of each
month, on the date your account closes or when
you withdraw all of your Funds. Interest will begin
to accrue on the day your Funds are credited to the
Bank and will accrue up to, but not including, the day
on which your Funds are withdrawn from the Bank.
The amount of paid interest and the annual percentage
yield earned on your Funds will be stated on your
Brokerage Account statement.
2. Determination of Interest Rates. Interest rates paid
on your Funds will fluctuate and are subject to
change at any time. To find out the Bank’s current
interest rates, you may contact TIAA Brokerage by
calling 800-927-3059 or by visiting TIAA.org.
3. Risks. You may receive a lower rate of return on your
Funds deposited under the Bank Sweep Product
than on other sweep options such as money market
mutual funds.
The Bank is permitted to impose a seven (7) day
delay on any withdrawal request from funds held in
any money market deposit account or negotiable
order of withdrawal account, including the Omnibus
MMDA or Omnibus NOW. In addition, in the event of a
failure of the Bank, there may be a time period during
which you may not be able to access your Funds.
If the total amount of deposits that you hold at
the Bank in the same legal category of account
ownership (including deposits made through the
Bank Sweep Product, deposits you hold outside
of the Bank Sweep Product and other Brokerage
Accounts that participate in the Bank Sweep
Product) exceeds applicable FDIC insurance limits,
you will be exposed to the credit risk of the Bank
with respect to the amount of the excess.
D. Conflicts of Interest
1. Conflicts of Interest. TIAA Brokerage and Pershing
may earn fees based on the amount of funds on
deposit with the Bank through the Bank Sweep
Product or the number of Brokerage Accounts
that participate in the Bank Sweep Product. TIAA
Brokerage may earn a higher fee if you participate in
the Bank Sweep Product than if you invest in other
sweep options such as money market mutual funds.
In addition, the Bank will use the deposits in the
Omnibus Accounts to support its investment lending
Bank Sweep Product Terms and Conditions
5
and other activities. Theprofitability of the Bank is
determined in part by the difference between the
interest it pays on the Omnibus Accounts (and other
costs incurred), and the interest or other income it
earns on loans, investments and other assets.
The Bank will receive substantial deposits from the
Bank Sweep Product at a price that may be less than
alternative funding sources. Funds in the Omnibus
Accounts held at the Bank provide a stable source of
funds for the Bank.
E. Other Provisions
1. Brokerage Account Agreement. You understand and
agree that your Brokerage Account Agreement with
TIAA Brokerage continues to govern your Brokerage
Account and shall also govern your participation
in the Bank Sweep Product. If any provision of
the Brokerage Account Agreement conflicts with
provisions of these Terms and Conditions, the
provisions of the Brokerage Account Agreement shall
govern, with the exception of the Sections herein on
Governing Law and Disputes.
You understand that by continuing to maintain your
Brokerage Account without objecting to the use
of the Bank Sweep Product, you accept and are
legally bound by the provisions of these Terms
and Conditions.
2. Right of Set-Off. Under the terms of your Brokerage
Account Agreement, Pershing may charge or set-
off any of the assets in your Brokerage Account,
including the Funds, against indebtedness or
obligations you may have to Pershing. For further
information on the rights of Pershing regarding such
indebtedness or obligations, you should review your
Brokerage Account Agreement. This provision does
not apply where otherwise prohibited by law.
3. Termination; Closing of Account. Pershing may, at its
sole discretion and without any prior notice, suspend
or terminate your participation in the Bank Sweep
Product. If you or Pershing close your Brokerage
Account for any reason, your participation in the
Bank Sweep Product will also be terminated and
Pershing will withdraw your Funds on deposit with
the Bank.
4. Inactive Accounts. Pershing and the Bank may be
required by law to turn over (escheat) any portion or
all of your Funds on deposit with the Bank to a state,
typically your state of residence, based on account
inactivity for a certain time period established
by applicable state law. If any of your Funds are
remitted to the state, you may file a claim with the
state to recover such funds.
5. Joint Account Owners. If your Brokerage Account is
a joint or other multi-party account, any one of the
account owners may take any action with respect
to your Brokerage Account that will affect deposits
to or withdrawals from the Bank through the Bank
Sweep Product. You hereby authorize Pershing to act
on the verbal, written or electronic instructions of
any of the account owners or authorized signers, and
Pershing will so honor the instructions of any such
accountowner.
6. Advance Notice. As required by federal law, the Bank
reserves the right to require seven (7) days advance
written notice of an intended transfer or withdrawal
of funds from any money market demand account
or negotiable order of withdrawal account. The Bank
has not exercised this right in the past.
7. Tax Reporting. The interest that you earn on the daily
balance of your Funds with the Bank is generally
fully subject to federal, state and, where applicable,
local tax. An IRS Form 1099 will be sent to you by
Pershing each year, showing the amount of interest
income you have earned on your Funds.
Pershing may be required to withhold U.S. federal
income tax at the prevailing rate on all taxable
distributions payable to certain participants in the
Bank Sweep Product who fail to provide their correct
taxpayer identification number or make required
certifications or who have been notified by the
Internal Revenue Service that they are subject to
backup withholding.
8. Notices and Information. Any notice required to be
provided pursuant to these Terms and Conditions
may be provided by the Bank, TIAA Brokerage and
Pershing via letter, email or other electronic means,
Bank Sweep Product Terms and Conditions
6
by entry on your Brokerage Account statement or by
other reasonable means. The current interest rate
and other information about the Bank Sweep Product
are available by contacting TIAA Brokerage by calling
800-927-3059 or by visiting TIAA.org.
9. Notice of Unauthorized Activity. Please refer to the
Regulation E (Electronic transfer) section of the
Disclosure Statement delivered to you by Pershing
upon opening of your Brokerage Account, which can
also be found by selecting Business Continuity and
Other Disclosures on pershing.com.
10. Business Continuity. If you are unable to contact TIAA
Brokerage due to a business interruption event, such
as a natural disaster, you may contact Pershing.
11. Assignment by Customer. Neither these Terms and
Conditions nor your participation in the Bank Sweep
Product may be assigned or transferred by you to
any other person or entity, except for (i) a transfer
by a change in ownership of a linked Brokerage
Account or (ii) a transfer that occurs due to death,
incompetence, marriage, divorce, attachment or
otherwise by operation of law, in which case, such
transfer shall not be binding on Pershing, TIAA
Brokerage or the Bank unless and until sufficient,
acceptable documentation has been received by
such entities.
12. Assignment by Pershing. Pershing may assign
and transfer its respective rights and obligations
under the Bank Sweep Product, including, without
limitation, pursuant to these Terms and Conditions,
to (i) one or more of its affiliates or subsidiaries,
(ii) to any person that acquires all or substantially
all of the assets of Pershing or (iii) any other clearing
broker used by TIAA Brokerage without prior notice to
you and without obtaining your consent.
13. Personal Information. You agree that Pershing, TIAA
Brokerage the Bank and their respective service
providers may share information concerning you and
your accounts in connection with your participation
in the Bank Sweep Product and these Terms and
Conditions to any affiliate of such entity or otherwise
in accordance with applicable laws and regulations
and Pershing’s and TIAA Brokerage respective privacy
policies. You agree that Pershing, TIAA Brokerage
the Bank and their respective service providers
may obtain such information as may be necessary
for legitimate business needs in connection with
the operation of the Bank Sweep Product or with
respect to your Funds. For information regarding
the collection, processing and use of your personal
information and your rights to limit the use and
disclosure of such information, you should refer
to TIAA Brokerage and Pershing’s privacy policies
provided to you at the time you opened your
Brokerage Account.
14. Complaints. Any complaints regarding the Bank
Sweep Product should be addressed in writing to
TIAA Brokerage.
15. Legal Process. Pershing and the Bank may comply
with any writ of attachment, execution, garnishment,
tax levy, restraining order, subpoena, warrant or other
legal process, which such party reasonably and in
good faith believes to be valid. Pershing may notify
you of such process by telephone, electronically or in
writing. If Pershing is not fully reimbursed for its record
research, photocopying and handling costs by the
party that served the process, Pershing may charge
such costs to your Brokerage Account in addition
to its minimum legal process fee. You agree to
indemnify, defend and hold the Bank, TIAA Brokerage
and Pershing harmless from all actions, claims,
liabilities, losses, costs, attorney’s fees and damages
associated with their compliance with any process that
such party believes reasonably and in good faith to be
valid. You further agree that the Bank, TIAA Brokerage
and Pershing may honor legal process that is served
personally, by mail or by facsimile transmission at any
of their respective offices (including locations other
than where the funds, records or property sought is
held), even if the law requires personal delivery at the
office where your records with respect to the Bank
Sweep Product are maintained.
16. Power and Authority. You represent and warrant
that you have full power and authority to participate
in the Bank Sweep Product and you agree to these
Terms and Conditions. In addition, if you are not
an individual, you represent and warrant that
(1)you are duly organized, validly existing and in
Bank Sweep Product Terms and Conditions
7
good standing under the laws of its state or jurisdiction
of organization, (2) you possess all requisite authority,
power, licenses, permits, registrations and franchises
and have made all governmental filings to conduct
business wherever it conducts business and to
execute, deliver and comply with your obligations
hereunder, and (3) your agreement to these Terms
and Conditions and performance hereunder shall
not conflict with or violate your governing documents
or any law, regulation, decree, demand, order or any
other contract or agreement to which it is subject.
17. Amendment. Pershing, TIAA Brokerage or the Bank
may modify these Terms and Conditions at any
time by giving such notice as may be required by
applicable law.
18. Waiver. Any provision of these Terms and Conditions
may be waived if, but only if, such waiver is in writing
and is signed by the party against whom the waiver
is to be effective. No failure or delay by any party
in exercising any right, power or privilege hereunder
shall operate as a waiver thereof nor shall any single
or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other
right, power or privilege.
19. Severability. If any term, provision, covenant or
restriction in these Terms and Conditions is held by
a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of
these Terms and Conditions shall remain in full force
and effect and shall in no way be affected, impaired
or invalidated.
20. Entire Agreement. These Terms and Conditions
constitute the entire agreement with you regarding
the Bank Sweep Product, and supersedes all
prior and contemporaneous agreements and
understandings, both oral and written, with respect
to the subject matter hereof.
In the event of any inconsistency between a provision
of these Terms and Conditions and a provision of any
such other document provided to you in connection
with the Bank Sweep Product (other than your
Brokerage Account Agreement), the provision of
these Terms and Conditions shall prevail.
21. Governing Law. These Terms and Conditions are to
be construed in accordance with and governed by the
internal laws of the State of Florida and the United
States of America without giving effect to any choice
of law rule that would cause the application of the
laws of any other jurisdiction to the rights and duties
of the parties. Unless otherwise provided herein,
the Bank, TIAA Brokerage and Pershing may comply
with applicable clearinghouse, Federal Reserve and
correspondent bank rules in processing transactions
relating to your Funds. You agree that none of the
Bank, TIAA Brokerage or Pershing are required to
notify you of a change in those rules, except to the
extent required by law.
22. Disputes. Except to the extent otherwise provided by
applicable law, any action at law or in equity arising
out of or relating to these Terms and Conditions shall
be filed only in the courts of the State of New York,
or in one of the United States District Courts for
New York, and you hereby consent and submit to the
personal jurisdiction of such courts for the purposes
of litigating any such action. EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THESE TERMS
ANDCONDITIONS.
Appendix A: Examples of FDIC
Insurance Protection
The summary of FDIC deposit insurance
laws and regulations contained herein is
not intended to be a full restatement of
applicable laws and FDIC regulations and
interpretations. In addition, the applicable
laws and FDIC regulations and interpretations
may change from time to time and, in certain
instances, additional terms and conditions
may apply which are not described in herein.
Accordingly, the discussion herein is qualified
in its entirety by applicable laws and the FDIC
regulations and interpretations. You are urged
to discuss with your attorney the insurance
coverage afforded to your Funds, including
Bank Sweep Product Terms and Conditions
8
your Funds deposited under the Bank Sweep
Product. You may also write to the following
address: FDIC Office of Consumer Affairs,
550 17th Street, N.W., Washington, D.C. 20429.
What is the FDIC?
The FDIC—short for the Federal Deposit Insurance
Corporation—is an independent agency of the United
States government. The FDIC protects depositors of
insured banks located in the United States against
the loss of their deposits if an insured bank fails.
Any person or entity can have FDIC insurance coverage
in an insured bank. A person does not have to be a
U.S.citizen or resident to have his or her deposits
insured by the FDIC.
FDIC insurance is backed by the full faith and credit of
the United States government. Since the FDIC began
operations in 1934, no depositor has ever lost a penny
of FDIC-insured deposits.
FDIC Coverage Basics
FDIC insurance covers depositors’ accounts at each
insured bank, dollar-for-dollar, including principal and any
accrued interest through the date of the insured bank’s
closing, up to the insurance limit.
FDIC insurance covers all types of deposits received at
an insured bank but does not cover investments, even if
they were purchased at an insured bank.
What the FDIC Covers
W
Checking accounts (DDA)
W
Negotiable Order of Withdrawal (NOW) accounts
W
Savings accounts
W
Money market deposit accounts (MMDA)
W
Time deposits such as certificates of deposit (CDs)
W
Cashier’s checks, money orders and other official
items issued by a bank
What the FDIC Does Not Cover
W
Stock investments
W
Bond investments
W
Mutual funds
W
Life insurance policies
W
Annuities
W
Municipal securities
W
Safe deposit boxes or their contents
W
U.S. Treasury bills, bonds or notes*
* These investments are backed by the full faith and credit of the
U.S.government.
The standard deposit insurance amount is $250,000
per depositor, per insured bank, for each account
ownership category.
The FDIC insures deposits that a person holds in one
insured bank separately from any deposits that the
person owns in another separately chartered insured
bank. Forexample, if a person has a certificate of deposit
at Bank A and has a certificate of deposit at Bank B,
the amounts would each be insured separately up to
$250,000. Funds deposited in separate branches of the
same insured bank are not separately insured.
The FDIC provides separate insurance coverage for
funds depositors may have in different categories of
legal ownership. The FDIC refers to these different
categories as “ownership categories.” This means that
a bank customer who has multiple accounts may qualify
for more than $250,000 in insurance coverage if the
customer’s funds are deposited in different ownership
categories and the requirements for each ownership
category are met.
Ownership Categories
This section describes the following FDIC ownership
categories and the requirements a depositor must meet
to qualify for insurance coverage above $250,000 at one
insured bank.
W
Single Accounts
W
Certain Retirement Accounts
W
Joint Accounts
Bank Sweep Product Terms and Conditions
141037444
1441602_1638766
A14802 (09/20)
©2020 Teachers Insurance and Annuity Association of America-College Retirement Equities Fund, 730 Third Avenue, New York, NY 10017
W
Revocable Trust Accounts
W
Irrevocable Trust Accounts
W
Employee Benefit Plan Accounts
W
Corporation/Partnership/Unincorporated
Association Accounts
W
Government Accounts
Single Accounts
A single account is a deposit owned by one person. This
ownership category includes:
W
An account held in one person’s name only, provided
the owner has not designated any beneficiary(ies)
who are entitled to receive the funds when the
account owner dies
W
An account established for one person by an agent,
nominee, guardian, custodian or conservator,
including Uniform Transfers to Minors Act accounts,
escrow accounts and brokered deposit accounts
W
An account held in the name of a business that is
a sole proprietorship (for example, a “Doing Business
As” or DBA account)
W
An account established for or representing a deceased
person’s funds—commonly known as a decedent’s
estate account
W
An account that fails to qualify for separate coverage
under another ownership category
W
If an account title identifies only one owner, but
another person has the right to withdraw funds from
the account (e.g., as Power of Attorney or custodian),
the FDIC will insure the account as a single
ownership account.
The FDIC adds together all single accounts owned
by the same person at the same bank and insures
the total up to $250,000.
Note on Beneficiaries: If the owner of a single account
has designated one or more beneficiaries who will
receive the deposit when the account owner dies, the
account would be insured as a revocable trust account.
Example 1: Single Account
Account Title Deposit Type Account Balance
Marci Jones MMDA $15,000
Marci Jones Savings $20,000
Marci Jones CD $200,000
Marci’s Memories
(a Sole Proprietorship)
Checking $25,000
Total $260,000
Amount Insured $250,000
Amount Uninsured $10,000
Explanation
Marci Jones has four single accounts at the same
insured bank, including one account in the name of
her business, which is a sole proprietorship. The FDIC
insures deposits owned by a sole proprietorship as
the single account of the business owner. The FDIC
combines the four accounts, which equal $260,000,
and insures the total balance up to $250,000, leaving
$10,000 uninsured.
For additional examples of FDIC insurance coverage,
please see https://www.fdic.gov/deposit/deposits/
brochures/your-insured-deposits-english.pdf.
16200832.2
Liquid Insured Deposits
SM
Terms and Conditions
I. Introduction
The Liquid Insured Deposits
SM
Program (the “Program”) is offered to you by your investment professional or financial organization (“Investment Professional”) at the broker dealer that introduced your
account (“IBD”) to Pershing LLC (“Pershing”), which acts as custodian of the assets in your account, as a sweep option and is intended for the investment of available cash balances into bank deposit
accounts. By selecting the Program as your automatic cash investment option, you agree to these Terms and Conditions and to appoint Pershing as your authorized agent to establish and maintain bank
deposit accounts at various depository institutions that participate in the Program, which may include The Bank of New York Mellon (“BNYM”) and BNY Mellon, National Association (“BNY Mellon, N.A.”)
(collectively, “Program Banks”), and to effect deposits to and withdrawals from such Program Banks
pursuant to these Terms and Conditions. Pershing has appointed Reich & Tang Deposit Solutions,
LLC (“R&T”) to provide certain services with respect to the operation of the Program. There is no minimum amount required as an initial deposit or for subsequent deposits. Subject to certain exceptions,
the maximum amount of Federal Deposit Insurance Corporation (“FDIC”) deposit insurance coverage available under the Program for your bank deposits currently is $2.5 million for each category of legal
ownership as more fully explained below.
These Terms and Conditions for the Program are supplemental to those contained in your existing account agreements you executed to open and maintain with Pershing through your Investment
Professional.
YOU UNDERSTAND THAT TO ENROLL IN THE PROGRAM, YOU HAVE EITHER (1) RECENTLY INSTRUCTED YOUR INVESTMENT PROFESSIONAL TO DIRECT YOUR CASH PENDING
INVESTMENT TO THIS INSURED BANK DEPOSIT SWEEP OPTION, OR (2) GIVEN YOUR REGISTERED INVESTMENT ADVISOR OR INVESTMENT PROFESSIONAL DISCRETION TO MAKE
INVESTMENT DECISIONS FOR YOUR ACCOUNT.
YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED AND CAREFULLY READ THESE TERMS AND CONDITIONS AS WELL AS THE DISCLOSURES WITH RESPECT TO INTEREST RATES IN
CONNECTION WITH CHOOSING TO ENROLL IN THE PROGRAM. IF YOU HAVE ANY QUESTIONS ABOUT ANY OF THE PROVISIONS OF THESE TERMS AND CONDITIONS, PLEASE CALL
YOUR INVESTMENT PROFESSIONAL.
II. Summary of Terms and Conditions
This Section II of the Terms and Conditions is a summary of certain features of the Program. It is prepared for your convenience, and must be read in conjunction with the more detailed disclosure below.
A Summary of the Program: Pershing operates the Program which, if you choose to participate, automatically purchases, or sweeps, your excess cash balances in your brokerage account in custody at
Pershing (“Account”) to demand deposit accounts (“DDAs”) and/or money market deposit accounts (“MMDAs”; together with DDAs, “Deposit Accounts”) at Program Banks in accordance with the
allocation methodology described in Section III. J, Allocations to Program Banks, and sweeps your cash from those various Program Bank accounts to cover purchases of securities and other debits in your
Account. You receive interest on your balances held on deposit at the various Program Banks.
FDIC Insurance: Your funds are routed through an intermediary bank and deposited into interest-bearing FDIC-insured omnibus Deposit Accounts at the Program Banks which hold your and other customers’
funds, and in which you will hold a beneficial interest. Your deposits, plus interest earned thereon, (“Liquid Insured Deposits”), are held in those Program Bank account(s) in a manner designed to
currently provide your Liquid Insured Deposits balance with up to a maximum level of $2.5 million of FDIC insurance coverage under the Program. Pershing, as your agent, allocates your Liquid Insured
Deposits among a number of Program Bank accounts up to the total balance allowable under the Program, currently $2,490,000 (the “Program Deposit Limit”), to seek to maximize the FDIC deposit
insurance coverage available under the Program, which protects your deposits in the event of a bank failure. FDIC deposit insurance coverage is normally available for your Liquid Insured Deposits up to
the FDIC standard maximum deposit insurance amount (“SMDIA”), which is currently $250,000 per legal category of account ownership at each participating Program Bank when aggregated with all other
deposits held by you in the same Program Bank and in the same legal category of account ownership. While the target FDIC insurance coverage on Program balances is $2.5 million on your total Liquid
Insured Deposits balance, the amount of FDIC insurance coverage available to you is subject to availability of Program Banks. In any event, the maximum amount of FDIC insurance available cannot
exceed the SMDIA per legal category of account ownership multiplied by the number of participating Program Banks that you have not excluded from receiving your deposits through the Program, less any
funds you may hold in a Program Bank outside of the Program in the same legal category of account ownership. For example, based on the SMDIA of $250,000 per legal category of account ownership
per Program Bank and an assumption that there are eleven or more Program Banks eligible to receive your deposits through the Program, and provided that you do not have any funds on deposit at a
Program Bank outside of the Program, the amount of FDIC insurance coverage available on your Liquid Insured Deposits balance would be$2.5 million per legal category of account ownership. Pershing
will notify you if, at any time, this target level of FDIC insurance coverage of $2.5 million on Program balances is changed.
Pershing has established standing instructions with each Program Bank to help ensure that Pershing maintains control over your funds at each Program Bank at all times. Pershing uses the services of
R&T to perform allocations among the Program Banks in accordance with the allocation methodology described in Section III. J, Allocations to Program Banks, to seek to maximize FDIC insurance coverage
on your balance in the Program. However, any money that you hold at a Program Bank outside the Program may impact the insurance coverage available, as neither Pershing, your Investment Professional,
your IBD nor R&T monitors or takes any responsibility for money you may have at a Program Bank outside the Program. You are solely responsible for monitoring this. As such, you should regularly review
the then current list of Program Banks carefully. A current list is attached, and the Program Banks holding your money upon each interest reinvestment will also be listed on your Account statements. You
have the right to instruct that your Liquid Insured Deposits not be allocated to a particular Program Bank. See Sections G, FDIC Deposit Insurance: Operations and Limitations, and H., Ability to Exclude
Program Banks.
Securities Investor Protection Corporation (“SIPC”): SIPC insures certain customer assets held at broker-dealers, such as Pershing, in the event of the failure of the broker-dealer. Although SIPC covers
securities in client brokerage accounts up to $500,000 (including a maximum of $250,000 for uninvested cash held in the brokerage account), the deposits made through the Program are not insured by
SIPC. Note that SIPC does not insure against the loss of value of any investment or product. See Section B, Differences Between Liquid Insured Deposits and Money Market Funds. For more information
about SIPC coverage see www.sipc.org.
Access to Funds: You will access your funds in the Program only through your Account, by contacting your Investment Professional or IBD. In the event of the failure of your Investment Professional or IBD,
you may seek to access your funds by contacting Pershing at 1-201-413-3333. In the event of the failure of Pershing, you may seek to access your funds by contacting R&T at 1-800-433-1918 or the
designated trustee or receiver of Pershing. As explained in Section III. L., Account Statements, your Account statements will list the names of the Program Banks holding your money and the balance at
each upon each interest reinvestment. See Section III. F., Withdrawals.
Determination of Interest Rates: Interest rates fluctuate and are based on the prevailing interest rates paid by the Program Banks. Program interest rates are available from your Investment Professional.
See Section III. K., Interest, Negative Interest Rates and Compensation to Pershing and R&T.
Conflicts of Interest: Pershing and R&T earn fees on the balances in the Program, including your money. Your Investment Professional and IBD may earn fees based on the amount of money in the
Program, including your money. Your Investment Professional and IBD may earn a higher fee if you participate in the Program than if you invest in other cash sweep products, such as money market mutual
funds. Your Investment Professional, IBD and Pershing may be affiliated with one or more Program Banks If a portion of your Program balances is allocated to BNYM and BNY Mellon, N.A., they will realize
an economic benefit from them. The Program Banks, including BNYM and BNY Mellon, N.A. do not have a duty to offer the highest rates available or rates that are comparable to money market mutual
funds or those offered by other depository institutions. See Section III. K., Interest, Negative Interest Rates and Compensation to Pershing and R&T.
Risks of the Program: You may receive a lower rate of return on money deposited through the Program than on other types of money market investments, such as money market mutual funds. Program
Banks are permitted to impose a seven-day delay on any withdrawal request for amounts placed in MMDAs. In the event of a failure of a Program Bank, there may be a time period during which you may
not be able to access your money. If you have money at a Program Bank outside the Program, this will negatively impact the availability of FDIC insurance coverage on the total amount of your funds held
within and outside the Program. If you have on deposit through the Program, funds in an amount of money that exceeds the number of Program Banks that you have not excluded multiplied by the SMDIA,
the balance in excess of that amount will not be insured by the FDIC. If you exclude one or more Program Banks, the amount of FDIC insurance coverage available on your balance in the Program may
decrease. In the event there is insufficient availability of Program Banks to fully allocate your balances, there is a potential that your Program balance may not be fully insured up to $2,500,000. In the event
the Program cannot accept any additional deposits, the sweep feature on your Account may be updated to prevent any further sweep deposits into the Program from your Account. If this occurs, an available
cash balance in your Account would no longer be automatically invested into the Program and would remain a free credit balance in your Account. If you have concerns about the risks of this program,
contact your IBD or Investment Professional about alternatives available to you.
III. Detailed Terms and Conditions
A. Account Eligibility
This Program is available to the following types of accounts: individual, joint, IRAs, certain business entities including corporations, and certain fiduciary and trust accounts provided the beneficiaries are
individuals or otherwise eligible to maintain a bank deposit. In order to obtain FDIC insurance in the Program, you must provide proper and correct tax identification information to Pershing.
B. Differences between Liquid Insured Deposits Program and Money Market Mutual Funds
The money market mutual funds made available through your Investment Professional or IBD are registered with the U.S. Securities and Exchange Commission (“SEC”) under both the Investment Company
Act of 1940 and the Securities Act of 1933. The Liquid Insured Deposits Program made available through Pershing is not a registered fund, but is a program under which the uninvested cash in your Account
is swept to, and held in, Deposit Accounts at Program Banks that are regulated by bank regulatory agencies under various federal and/or state banking laws and regulations.
Liquid Insured Deposits are obligations of the Program Banks in which the deposits are held and qualify for FDIC insurance protection per depositor in each recognized legal category of account ownership
in accordance with the rules of the FDIC. An investment in a money market mutual fund is not insured or guaranteed by the FDIC.
A Program Bank account under the Program is not covered by the SIPC. SIPC is a non-profit member corporation funded primarily by member securities brokerage firms registered with the SEC. SIPC
provides protection against risks to clients of member brokerage firms, like Pershing and your IBD, in the event of the failure of that member firm. SIPC covers securities in client brokerage accounts up to
$500,000 (including a maximum of $250,000 for uninvested cash held in the brokerage account). However, SIPC does not insure against the failure of the issuer of securities and does not guarantee bank
deposits. For more information about SIPC coverage see www.sipc.org.
R&T Broker-Dealer Terms and Conditions - 2 -
Your Liquid Insured Deposits balance earns interest at the Program Banks in which your deposits are held, and a money market mutual fund investment earns dividends on fund shares held in your Account.
The interest earned on your Liquid Insured Deposits balance may fluctuate and may be greater or less than the then current yield on a money market mutual fund investment. Please see Section K, Interest
and Compensation to Pershing and R&T.
While a registered investment company, such as a money market mutual fund, is bound by fiduciary obligations to its shareholders to seek the highest rates prudently available (less fees and expenses),
Pershing, R&T, and the Program Banks are under no such obligation.
Of course, you may also be able to choose, as an automatic cash investment option, other sweep alternatives. Please call your Investment Professional or IBD for additional information.
C. Relationship with Pershing
Pershing is acting as your agent in establishing and maintaining Program Bank accounts, including depositing your money to and withdrawing your money from the Program Bank accounts. Having instructed
your Investment Professional or IBD to enroll you in the Program, your first bank deposit will constitute your appointment of Pershing as your agent to establish and maintain Program Bank accounts and
to effect deposits to and withdrawals from such Program Bank accounts in connection with the Program. Pershing has reviewed, and entered into agreements with, the Program Banks which maintain the
account(s) used for the deposit or withdrawal of your money. Pershing retains R&T to operate the allocation algorithm described in Section III. J, Allocations to Program Banks that determines into which
Program Bank(s) your money will be deposited to maximize the amount of FDIC insurance available to you under the Program up to the Program limit. While the allocation algorithm determines allocation
among Program Banks, R&T does not select the Program Banks that are included in the Program.
D. Information about Pershing and R&T
Pershing, a wholly owned indirect subsidiary of The Bank of New York Mellon Corporation, is a registered broker-dealer in securities and is a member organization of the New York Stock Exchange (NYSE),
the Financial Industry Regulatory Authority (“FINRA”) and SIPC. BNYM is a NY state-chartered bank and BNY Mellon, N.A. is a national banking association. Both BNYM and BNY Mellon, N.A. may
participate in the Program by holding your funds in Deposit Accounts and both are affiliates of Pershing. Pershing, BNYM and BNY Mellon, N.A. are BNY Mellon companies. BNY Mellon is the corporate
brand for The Bank of New York Mellon Corporation.
R&T assists Pershing in the allocation of your funds among Program Banks and may also maintain certain records on behalf of Pershing. It is not, itself, a bank, broker-dealer, or investment adviser and
does not hold any of your Liquid Insured Deposits, nor does it maintain discretion to select Program Banks for participation in the Program.
Program Banks may be affiliated with Pershing, your Investment Professional or your IBD from time to time. Program Banks that are affiliated with Pershing, your Investment Professional or your IBD may
be given sequence priority to receive deposits or may operate under terms that are not available to unaffiliated Program Banks. For a list of affiliated Program Banks and other related disclosures please
contact your Investment Professional. R&T is not affiliated with any of the Program Banks.
E. Deposits
By enrolling in the Program, you consent to have excess cash balances pending investment in your Account automatically deposited into accounts at Program Banks. Once enrolled in the Program, each
business day, Pershing or its agent bank, based on the results of the of the allocation algorithm of R&T, will deposit the excess cash balance in your Account to one or more omnibus Deposit Accounts
maintained at the Program Banks entitled “Pershing LLC as Agent for the Exclusive Benefit of its Customers, Acting For Themselves and For Others” or substantially similar. Your Liquid Insured Deposits
ownership will be evidenced by an entry on records maintained by Pershing and R&T, as Pershing’s agent and record keeper, for each of the Program Banks at which your funds are on deposit. You will
not be issued any evidence of ownership of a Program Bank account, such as a passbook or certificate. However, your Account statement will reflect all deposits, withdrawals, Program Bank deposit
balance(s) and the applicable interest rate.
Funds intended for deposit into the Program must be placed through your Account and cannot be placed directly by you with any of the Program Banks. Only balances transferred by Pershing will be eligible
for inclusion in a Program Bank account. Excess cash balances in your Account on each business day will be transferred to Program Bank accounts no later than the next business day.
Unless your IBD has instructed Pershing otherwise, once your Program balance reaches the current Program Deposit Limit of $2,490,000, Pershing, as your agent, will automatically sweep any Excess
Balance in your Account into the secondary sweep option in your Account as described in more detail below.
F. Withdrawals
By enrolling in the Program, you consent to have your money on deposit at the Program Bank(s) automatically withdrawn from the Program Bank accounts in the event of a debit in your Account or, on
settlement date, to pay for securities purchased for or sold in your Account. Each business day as needed, Pershing or its agent bank, based on the results of the allocation algorithm of R&T, will withdraw
your cash from the omnibus Deposit Accounts maintained at the Program Banks.
You may make withdrawals from the Program, in any amount, not to exceed your total account balance in the Program, through your Account. Withdrawals from the Program cannot be made directly by
you through any of the Program Banks. Checks, ACH payments, debit cards, ATM withdrawals, direct deposits, credits and other transactions occurring in your Account are processed through that account
rather than through the Program accounts.
If your Program balance exceeds the Program Deposit Limit and the Excess Balance from your Account is swept into a secondary sweep option, the balance in that secondary sweep option will be
used first to satisfy debits in your Account before withdrawals are made from your Program balance.
G. FDIC Deposit Insurance: Operation and Limitations
Your balance in the Liquid Insured Deposits is deposited into omnibus Deposit Accounts at the Program Banks in a manner currently designed to provide up to a minimum target level of $2.5 million of FDIC
insurance coverage on your Program balance, subject to certain exceptions described herein. The FDIC insurance coverage on your Program balance will be limited to the extent that you hold deposits
directly, or through others, in the same recognized legal category of ownership at the same Program Banks as you hold deposits through the Program. The FDIC protects you against the loss of your
insured Liquid Insured Deposits balance in the event a Program Bank fails. FDIC deposit insurance is backed by the full faith and credit of the United States. Specifically, FDIC deposit insurance coverage
shall be available for your balance in the Liquid Insured Deposits up to the SMDIA, which is currently $250,000 per legal category of account ownership at each participating Program Bank, but will be
aggregated with all other deposits held by you in the same Program Bank both within and outside the Program and in the same legal category of account ownership.
During the business day when your funds are transferred and being deposited into the Program, your funds will be held for a limited amount of time intraday at an intermediary bank prior to being allocated
and distributed among the Program Banks. Once transferred from the intermediary bank to the Program Banks, the funds will be insured. The Program has been designed to facilitate the movement of
funds in a timely manner each day. Pershing expects that your funds will be sent by the intermediary bank to the Program Banks by the close of business each day. However, in the event of a failure of
wire transfer systems or communications facilities or other causes beyond Pershing’s control, resulting in your funds not being sent to the Program Banks in a timely manner and remain held at the
intermediary bank or any Program Bank, your funds could, to the extent they exceed the current SMDIA, be uninsured until the next business day.
Your Program Funds are allocated among a number of Program Banks to seek to maximize the potential FDIC deposit insurance coverage up to the total balance allowable under the Program, currently
$2,490,000 (“Program Deposit Limit”). Pershing, in its sole discretion, may change the Program Deposit Limit. The total deposit for you at any Program Bank is set at a level below $250,000 (i.e., below the
SMDIA) to ensure that the sum of the principal and accrued interest at a Program Bank does not exceed $250,000. For this same reason, the Program Deposit Limit is set at $2,490,000. The maximum
deposit at each Program Bank is currently set at $245,000 and the Program Deposit Limit is $2,490,000. Based on the level of interest rates and other factors, Pershing may change these amounts in the
future. In the aggregate, the maximum amount of Liquid Insured Deposits eligible for FDIC deposit insurance coverage shall not exceed the SMDIA per legal category of account ownership multiplied by
the number of participating Program Banks in the Program that you have not excluded from receiving your deposits, less any funds that you may hold on deposit in the Program Banks outside of the
Program in the same legal category of account ownership, but not in excess of the Program Deposit Limit. The number of participating Program banks will vary.
If you have any money on deposit in a Program Bank outside of the Program, that money will not be taken into account in determining whether to allocate your money in the Program to a particular Program
Bank.
For example, if the SMDIA is $250,000 and you have a non-Program deposit account at Program Bank “A” of $200,000 and you also have $60,000 in Liquid Insured Deposits at Program Bank A in the
same legal category of ownership as your separate deposit, only $250,000 of your $260,000 balance held at Program Bank A would be insured by the FDIC.
A number of factors can affect your insurance coverage, including bank mergers. Because neither Pershing nor R&T would be aware of deposits made by you outside of this Program, you are solely
responsible for monitoring the total amount of all deposits you have at each Program Bank for purposes of calculating your FDIC coverage. In addition, if for any reason the amount deposited in the Program
in your Accounts exceeds the number of Program Banks available to you multiplied by the SMDIA, the excess funds would not be insured by the FDIC. None of Pershing, R&T, your Investment Professional
or your IBD is responsible for any insured or uninsured portion of your deposits in any of the Program Banks.
In the event that FDIC deposit insurance payments become necessary, payments of principal plus unpaid and accrued interest up to the SMDIA per legal category of account ownership multiplied by the
number of Program Banks shall be made to you. However, there is no specific time period during which the FDIC must make insurance payments available. Furthermore, you may be required to provide
certain documentation to the FDIC before insurance payments are made.
Unless your IBD has instructed Pershing otherwise, once funds equal to the Program Deposit Limit have been deposited for you through the Program into the Program Banks, any additional funds will be
automatically invested into a secondary sweep option, as described in more detail below.
R&T Broker-Dealer Terms and Conditions - 3 -
H. Ability to Exclude Program Banks
You may exclude any Program Bank from holding your Liquid Insured Deposits by notifying your Investment Professional or IBD. There will be a delay between the time you make your request and the
time that such Program Bank is excluded. If you exclude one or more Program Banks, the maximum level of FDIC insurance available under the Program may be reduced. Contact your Investment
Professional or your IBD at the time you exclude the Program Bank to confirm the new maximum amount of Federal deposit insurance available to you under the Program.
I. Your Responsibility to Monitor Your Automatic Cash Investment Options
Neither Pershing nor R&T has any obligation to monitor this automatic cash sweep option for your Account or to make recommendations about, or changes to, the Program that might be beneficial to you.
As returns on the Liquid Insured Deposits, your personal financial circumstances and other factors change, it may be in your financial interest to change your automatic cash sweep investment option or
invest cash in your Account in other investment vehicles. You can determine what automatic cash investment options and other investments are available and the current rates and returns thereon at any
time by calling you Investment Professional or IBD.
J. Allocations to Program Banks
You may obtain a current list of Program Banks at any time by calling your Investment Professional or IBD or visiting www.Pershing.com/rates.html. Your Account statements also list the Program Banks
that hold your Liquid Insured Deposits and the amount in each of those Program Banks upon interest reinvestment date. The Program Banks that hold your Liquid Insured Deposits may change at any
time during a statement period. Accordingly, if you want to know the Program Bank at which your Liquid Insured Deposits are located at any particular time, contact your Investment Professional or IBD.
Pershing may add and remove Program Banks from the Program without prior notice to you.
Pershing enters into participation agreements with multiple Program Banks to accept funds from the Program. Each Program Bank will establish, and from time to time reestablish, the level of deposits that
it is willing to accept (the “target level”), and the amount of interest and fees that it is willing to pay under the Program.
R&T’s allocation algorithm is a non-discretionary allocation methodology performed at the open of each business day that ranks the Program Banks according to the following objective process:
Each Program Bank is initially priority ranked according to the amount of the balance required to reach its target level by accepting Program deposits that day. Under this ranking process, the
Program Bank with the greatest amount required to reach its target level is ranked first, the Program Bank with the second greatest amount required to reach its target level is ranked second,
and so on; and
The initial priority ranking shall be adjusted, as needed, to take into account Program Bank specific conditions that may, pursuant to the terms of its participation agreement and certain regulatory
requirements, restrict its ability to receive individual client deposits under the Program below certain minimum dollar amounts (e.g., only deposits of $100,000 or more per individual depositor
may be accepted) or from only certain types of accounts (e.g., based on legal category of account ownership, whether held by a U.S. or non-U.S. person).
With respect to the above adjustment, Program Banks that require specific types of deposits or deposit minimums per individual depositor will be moved to the top of the priority ranking, based
first on the dollar amount of any individual depositor minimum, and then based on the target level, each by descending amounts. In addition, Program Banks that are affiliated with Pershing,
your Investment Professional or your IBD, at their instruction, may be given sequence priority to receive deposits.
The initial ranking as so adjusted for each business day is referred to as that business day’s “Deposit Allocation Ranking”.
Once the Deposit Allocation Ranking is established, all customer funds participating in the Program are allocated (and re-allocated), each business day, to the Program Banks according to the current
Deposit Allocation Ranking, subject to (i) the individual customer opt-out rights as to any Program Bank(s), (ii) the Program Bank’s individual depositor minimum, where applicable; (iii) the Program Bank’s
account type restrictions; (iv) the Program Bank’s stated capacity; and (v) the Program Deposit Limit. Customer funds are allocated to the Program Banks individually, based on deposit size, in descending
order. Accordingly, customers with larger deposits will be processed and allocated before customers with smaller balances.
With respect to the allocation of your Program balance, the first Program Bank in the Deposit Allocation Ranking for any business day will receive your funds first until such Program Bank holds an amount
of your funds not to exceed $250,000. To the extent that you have allocable funds in excess of the maximum limit per bank set by Pershing (currently $245,000), your funds are then allocated to the second
Program Bank in the Deposit Allocation Ranking, and this process is continued until all of your funds are allocated or the Program Deposit Limit is reached. To the extent that a Program Bank has already
received deposits up to such Program Bank’s target level, or to the extent the level of your deposits is insufficient to satisfy a Program Bank’s per individual depositor minimum deposit minimum requirements,
or your deposits do not satisfy the Program Bank’s account type requirements, such Program Bank will be skipped when allocating your funds, and your funds will be allocated to the next Program Bank in
the Deposit Allocation Ranking. Any Program Bank on which you have exercised your opt-out right will also be skipped.
Unless your IBD has instructed Pershing otherwise, once your Program balance reaches the current Program Deposit Limit of $2,490,000, Pershing, as your agent, will automatically sweep any Excess
Balance in your Account into the secondary sweep option in your Account.
Each Program Bank is a separate FDIC-insured depository institution. You can obtain publicly available financial information for all Program Banks at the FDIC’s website at www.fdic.gov; or by contacting
the FDIC’s Division of Information and Research by writing to Federal Deposit Insurance Corporation, Division of Information and Research, 550 17th Street, N.W., Washington, D.C. 20429-9990; or by
calling the FDIC’s Division of Information and Research at 877-275-3342. Neither Pershing nor R&T guarantees the financial condition of any Program Bank, or the accuracy of any publicly available
information concerning a Program Bank. Pershing and R&T are not responsible for any insured or uninsured portion of any deposits at a Program Bank. You expressly give your consent to Pershing, R&T
and their service providers to provide your customer account information to Program Banks and the FDIC, if necessary, for purposes of your involvement in the Program.
The Program Bank accounts established by Pershing on behalf of its customers, as customers’ agent, constitute a direct obligation of the Program Bank(s) and are not directly or indirectly an obligation of
R&T, Pershing, your IBD or your Investment Professional.
Where your funds are held in MMDAs, the return of your funds may be delayed. Program Banks are permitted to, but rarely do, impose a delay of up to seven days on any withdrawal request from an
MMDA.
Secondary Sweep Option
Unless your IBD has instructed Pershing otherwise, once your Program balance reaches the current Program Deposit Limit of $2,490,000, Pershing, as your agent, will automatically sweep any
additional free credit balance over that amount (“Excess Balance”) from your Account into the secondary sweep option selected by your IBD or your Investment Professional. If your IBD or Investment
Professional has not selected a secondary sweep option on your account, any Excess Balance will be swept into a default money market mutual fund (“Money Fund”). The default Money Fund used as
the secondary sweep option for the Program is currently the Dreyfus Government Cash Management Service Shares (Ticker symbol DGUXX). Please see the section of this Disclosure Statement titled
“Money Fund Features” for additional information on the default secondary sweep option.
Money Fund Features
Any balance in excess of the current Program Deposit Limit of $2,490,000 will be automatically swept into the secondary sweep option in your Account that was selected by your IBD or your Investment
Professional. If your IBD or Investment Professional has not selected a secondary sweep option in your Account, Pershing, as your agent, will automatically sweep any Excess Balance into the Dreyfus
Government Cash Management Service Shares Money Fund (Ticker symbol DGUXX). If the Excess Balance in your Account is swept into the default Money Fund, a prospectus will automatically be
mailed to you. Balances in a Money Fund are not FDIC-insured, but is eligible for Securities Investor Protection Corporation (“SIPC”) coverage up to applicable limits. You could lose money by investing in
a Money Fund. Although a Money Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in a Money Fund is not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency. The sponsor of a Money Fund has no legal obligation to provide financial support to the Money Fund, and you should not
expect that the sponsor will provide financial support to the Money Fund at any time. Although the board of the default Money Fund has no current intention to impose a fee upon the sale of shares or
temporarily suspend redemptions if the liquidity of the Money Fund falls below certain levels, the board reserves the ability to do so after providing at least 60 days prior written notice to shareholders.
Please see the “SIPC Coverage” section of this Disclosure Statement for more information on SIPC coverage.
K. Interest and Compensation to Pershing and R&T
Interest
The amount of paid interest and the annual percentage yield earned (“APYE”) applicable to your Liquid Insured Deposits will be stated on your Account statement. Contact your Investment Professional or
IBD to obtain the current interest rate and APY being paid on your Liquid Insured Deposits, the names of the Program Banks, your account balances at each of the Program Banks as of the most recent
business day, and other account information.
R&T Broker-Dealer Terms and Conditions - 4 -
The interest rate paid by each Program Bank is paid pursuant to an agreement with each Program Bank and is subject to change at any time. The interest rate on the Deposit Accounts is determined by
Pershing based on the amount that Banks are willing to pay on the Deposit Accounts less the fees paid to Pershing and R&T as set forth below under “Compensation to Pershing and R&T”. The interest
rate may fluctuate daily.
Interest will be compounded daily and posted monthly to the Program Bank account. Interest will accrue on deposits from the day they are received in investible form by the Program Bank through the day
preceding the date of withdrawal from the Program Bank. The “daily balance method” is used to calculate interest. This method applies a daily periodic interest rate to the principal in the account for the
period. The daily rate is 1/365 (or 1/366 in a leap year) of the applicable annual rate. The interest rate you earn on your Liquid Insured Deposits may be higher or lower than the rates available to depositors
making non-Program deposits with Program Banks directly, through other types of accounts at Pershing, or with other depository institutions in comparable accounts. Any fees imposed under the Program
reduce earnings on your Liquid Insured Deposits. You should compare the terms, rates of return, required minimum amounts, charges and other features of a Liquid Insured Deposit with other accounts
and investment alternatives.
Negative Interest Rates
In response to certain extraordinary economic conditions, some foreign countries have implemented a negative interest rate policy to stabilize their economies. Under such a policy, a central bank
charges banks a fee to hold reserves, and, as a result, the banks then charge depositors a fee to maintain their deposits. Historically, the U.S. has not adopted policies resulting in negative interest rates,
and there is no indication that the Federal Reserve Board plans to adopt such a policy in the future. If, however, such a policy is adopted in the U.S., Program Banks may begin to charge fees to maintain
deposits held through bank deposit sweep products, such as the Program. In such an event, a fee would be charged for maintaining your deposits at Program Banks through the Program. This fee would
be in addition to fees received from Program Banks for their participation in the Program. Any fees related to negative interest rates would be applied to your Program balance on a monthly basis for the
duration of the negative interest rate period. If applicable, this fee will appear on your periodic Account statement.
Compensation to Pershing and R&T
Each Program Bank pays Pershing and R&T fees for services related to your Liquid Insured Deposits equal to a percentage of the average daily deposit balance in the Deposit Accounts at the Program
Bank. For certain accounts, such fees may be determined on a “per account” basis. The fee may vary from bank to bank. The amount of the fee paid to R&T and Pershing will affect the interest rate paid
on the Program balance in your Account. In its sole discretion, Pershing may adjust its fee and may vary the amount of fees between clients. Pershing may earn a higher fee if you participate in the
Program than if you used another cash sweep investment (e.g., shares in a money market mutual fund). If an Excess Balance is swept into a Money Fund, including the default Money Fund, the Dreyfus
Government Cash Management Service Shares Money Fund (Ticker symbol DGUXX), Pershing will earn fees on that balance. Your IBD or Investment Professional will receive a portion of the fee paid to
Pershing by the Program Banks and Money Fund Provider.
There is no minimum deposit amount to participate in the Program and no minimum balance to maintain your participation in the Program. There also is no minimum period that your money must remain
on deposit in the Program and no limitations on the number or dollar amount of withdrawals from, or deposits to, the Program accounts. There is no penalty or fees for withdrawal of your entire balance, or
any part thereof, at any time.
L. Account Statements
You will receive a periodic Account statement from Pershing. All activity with respect to your Liquid Insured Deposits, including interest earned during the period covered, will appear on your periodic Account
statement, including the total of your opening and closing balance in the Liquid Insured Deposits. You will not receive a separate statement from the Program Banks. You should retain all Account statements.
Within 30 days you must notify your Investment Professional or IBD of any discrepancies you note on your Account statement. See Section P below.
M. Tax Reporting
The discussion contained in this document as to U.S. Federal tax considerations is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties. Such
discussion is written to support the promotion or marketing of the transactions or matters addressed herein. Each taxpayer should seek U.S. Federal tax advice based on the taxpayer’s
particular circumstances from an independent tax advisor.
The interest that you receive from your Liquid Insured Deposits is generally fully subject to federal, state and, where applicable, local income tax. An I.R.S. Form 1099 will be sent to you by Pershing for
each year, showing the amount of interest income you have earned from your Liquid Insured Deposits. You will not receive a Form 1099 if you are not a citizen or resident of the United States or Canada.
N. FDIC Deposit Insurance for FDIC-Recognized Categories of Account Ownership; Multi-Tiered Fiduciary Relationships
To ensure that your Program Deposits are protected by FDIC insurance to the fullest extent possible under the Program, you should understand how FDIC insurance applies to each FDIC-recognized
category of account ownership.
In general, the FDIC-recognized categories of account ownership include single ownership accounts; accounts held by an agent, escrow agent, nominee, guardian, custodian, or conservator; annuity
contract accounts; certain joint ownership accounts; certain revocable trust accounts; accounts of a corporation, partnership, or unincorporated association; accounts held by a depository institution as the
trustee of an irrevocable trust; certain irrevocable trust accounts; certain retirement and other employee benefit plan accounts; and certain accounts held by government depositors.
The rules that govern these categories of account ownership are very detailed and very complex, and there are many nuances and exceptions. Complete information can be found at the FDIC’s regulations
set forth at 12 C.F.R. Part 330.
The FDIC’s regulations impose special requirements for obtaining pass-through FDIC insurance coverage, up to the SMDIA (currently $250,000 for each FDIC-recognized category of account ownership),
for multiple levels of fiduciary relationships. In these situations, in order for FDIC insurance coverage to pass through to the true beneficial owners of the funds, it is necessary (i) to expressly indicate, on
the records of the insured depository institution that there are multiple levels of fiduciary relationships, (ii) to disclose the existence of additional levels of fiduciary relationships in records, maintained in good
faith and in the regular course of business, by parties at subsequent levels, and (iii) to disclose, at each of the level(s), the name(s) and the interest(s) of the person(s) on whose behalf the party at the level
is acting. No person or entity in the chain of parties will be permitted to claim that they are acting in a fiduciary capacity for others unless the possible existence of such a relationship is revealed at some
previous level in the chain. If your Liquid Insured Deposits are beneficially owned through multiple levels of fiduciary relationship, you must take steps to comply with these special requirements.
Due to operational complexities, Program balances held in Accounts with trust registrations are allocated at the Account level and not at the beneficiary level; therefore FDIC insurance coverage on Program
balances held in trust accounts is not available at the beneficiary level. The Program does not provide FDIC coverage at the beneficiary level. Program balances held in Accounts with joint registrations are
assumed to be held by two individuals and allocated to Program Banks accordingly.
For questions about FDIC insurance coverage, you may call the FDIC at 877-275-3342 or visit the FDIC’s web site at www.fdic.gov.
You also may wish to utilize “EDIE The Estimator,” the FDIC’s electronic insurance calculation program, which is found at https://www.fdic.gov/edie/index.html. Other information regarding FDIC insurance
coverage may be found at the “Deposit Insurance” section of the “Quick Links for Consumers & Communities” on the FDIC’s web site at http://www.fdic.gov/quicklinks/consumers.html.
O. Business Continuity
In the event you are unable to contact your Investment Professional or IBD due to a business interruption event, such as a natural disaster, you may contact Pershing. In the event you cannot contact
Pershing, you may call R&T at 1-800-433-1918 for account information.
P. Notice of Unauthorized Activity
Please refer to the Regulation E/ Electronic Funds Transfer section of the Disclosure Statement delivered to you by Pershing upon opening of your Account or found by selecting Business Continuity and
Other Disclosures on www.pershing.com.
Q. Other Terms
Limits on Certain Deposit Accounts: Federal banking regulations limit the transfers from an MMDA to a total of six (6) during a monthly statement cycle, and certain aggregation rules may apply to
transfers from such accounts at the Program Banks. These limits on transfers will not limit the number of withdrawals you can make from your Program balance, the interest rate you earn or the amount
of FDIC insurance coverage for which you are eligible. The Program seeks to rely on certain exemptions and interpretive relief granted by the Federal Reserve Board in connection with these limitations.
Inactive Accounts: Pershing and the Program Banks may be required by law to turn over (escheat) any portion of your Liquid Insured Deposits to a state, typically your state of residence, based on account
inactivity for a certain time period established by applicable state law. If funds are remitted to the state, you may file a claim with the state to recover the funds.
Assignment by Customer: Neither these Terms and Conditions nor your participation in the Program may be assigned or transferred by you to any other person or entity, except for (i) a transfer by a
change in ownership of the Account in which the Program balance is held or (ii) a transfer that occurs due to death, incompetence, marriage, divorce, attachment or otherwise by operation of law, in which
case, such transfer shall not be binding on Pershing, R&T, or the Program Banks unless and until sufficient, acceptable documentation has been received by such entities.
R&T Broker-Dealer Terms and Conditions - 5 -
Assignment by Pershing and R&T: Pershing and R&T may assign and transfer their respective rights and obligations under the Program, including, without limitation, pursuant to these Terms and
Conditions, to one or more of its affiliates or subsidiaries or to any person that acquires all or substantially all of the assets of Pershing or R&T, without prior notice to you and without obtaining your consent.
Termination: Closing of Account: Pershing may, at its sole discretion and without any prior notice, suspend or terminate your participation in the Program. If you or Pershing, for any reason, close your
Account, your participation in the Program also will be terminated and your funds will be distributed out through the Account according to the terms and conditions of your Account agreement.
Ordinary Care: Any failure by Pershing, R&T, or any Program Bank to act or any delay by such party beyond time limits prescribed by law or permitted by these Terms and Conditions is excused if caused
by your negligence, interruption of communication facilities, suspension of payments by another financial institution, war, act of terrorism, emergency conditions or other circumstances beyond the control
of such party. You agree that any act or omission made by Pershing, R&T, or any Program Bank in reliance upon or in accordance with any provision of the Uniform Commercial Code as adopted in New
York, or any rule or regulation of the State of New York, the New York Stock Exchange, Inc., Financial Industry Regulatory Authority, or a federal agency having jurisdiction over such party shall constitute
ordinary care.
Personal Information: You agree that Pershing, the Program Banks and their respective service providers may share information concerning you and your accounts in connection with your participation
in the Program and these Terms and Conditions to any affiliate of such entity or otherwise in accordance with applicable laws and regulations, Pershing’s Privacy Policy and/or customary brokerage and
banking practices. You agree that Pershing, the Program Banks and their respective service providers may obtain such information as may be necessary for legitimate business needs in connection with
the operation of the Program. For information regarding the collection, processing and use of your personal information and your rights to limit the use and disclosure of such information, you should refer
to the Pershing’s Privacy Policy provided to you at the time you opened your Account.
Alternatives to the Program: By your enrollment in the Program, you agree to the terms provided herein. You understand that, at any time, you may withdraw your consent to participate in the Program.
If you withdraw your consent, and you do not designate a replacement automatic cash investment option for your Account, the uninvested cash held through the Program will be credited to your Account.
Days of Operation: The Program will operate on all days when both the NYSE and the Federal Reserve Bank of New York are open for business.
Tax Withholding: Pershing may be required to withhold U.S. federal income tax at the prevailing rate on all taxable distributions payable to certain depositors who fail to provide their correct taxpayer
identification number or to make required certifications or who have been notified by the Internal Revenue Service that they are subject to backup withholding. Interest earned on accounts held by entities
(individuals or corporations) that are neither citizens nor residents of the United States, except for Canadian residents, is not subject to withholding tax. Consult your tax advisor.
Joint Account Owners. If your Account is a joint or other multi-party account, any one of the account owners may deposit or withdraw funds from the Account. You hereby authorize Pershing, your
Investment Professional or your IBD to act on the verbal, written or electronic instructions of any of the account owners or authorized signers, and such entity will so honor the instructions of any such
account owner.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL R&T OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY,
SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY NATURE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT
LIABILITY) OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, GOODWILL OR BUSINESS INTERRUPTION.
Tax or Other Unique Identification Information. You acknowledge that the Program uses a unique identifier for you (e.g., tax identification number, other unique number) in order to allocate your Liquid
Insured Deposits across Program Banks under the Program. If you do not provide, or if you do not have, a tax identification number, your funds may not be allocated across Program Banks to provide you
with expanded FDIC insurance under the provisions of these Terms and Conditions.
Aggregation of Funds in Multiple Accounts. If you have selected the Program in one or more Accounts with the same unique identifier, your Program balances in all such Accounts are aggregated for
the purpose of allocating your Program balances and calculating the FDIC insurance coverage available under the Program. Depending on the individual facts and the ownership rights and capacities in
which funds are held, additional FDIC insurance may be available. Refer to Section N above for further information about FDIC insurance.
Complaints: Any complaints regarding the Program should be addressed in writing to Pershing.
Legal Process: Pershing, R&T, and the Program Banks may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal process, which such
party reasonably and in good faith believes to be valid. Pershing may notify you of such process by telephone, electronically or in writing. If Pershing is not fully reimbursed for its record research,
photocopying and handling costs by the party that served the process, Pershing may charge such costs to your Account or assess by increasing fees on the Liquid Insured Deposits, in addition to its
minimum legal process fee. You agree to indemnify, defend and hold Pershing, R&T, and the Program Banks harmless from all actions, claims, liabilities, losses, costs, attorney’s fees, and damages
associated with their compliance with any process that such party believes reasonably and in good faith to be valid. You further agree that Pershing, R&T, and the Program Banks may honor legal process
that is served personally, by mail, or by facsimile transmission at any of their respective offices (including locations other than where the funds, records or property sought is held), even if the law requires
personal delivery at the office where your Liquid Insured Deposits records are maintained.
Power & Authority: You represent and warrant that you have full power and authority to participate in the Program and to agree to and to perform these Terms and Conditions. In addition, if you are not
an individual, you represent and warrant that (1) you are duly organized, validly existing and in good standing under the laws of its state or jurisdiction of organization, (2) you possess all requisite authority,
power, licenses, permits, registrations and franchises and have made all governmental filings to conduct business wherever it conducts business and to execute, deliver and comply with you obligations
hereunder and (3) your agreement to these Terms and Conditions and performance hereunder shall not conflict with or violate your governing documents or any law, regulation, decree, demand, order or
any other contract or agreement to which it is subject.
R. General
Amendment: Pershing may modify these Terms and Conditions at any time by giving such notice as required by applicable law.
Waiver: Any provision of these Terms and Conditions may be waived if, but only if, such waiver is in writing and is signed by the party against whom the waiver is to be effective. No failure or delay by any
party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of
any other right, power or privilege.
Severability: If any term, provision, covenant or restriction of these Terms and Conditions is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder
of the terms, provisions, covenants and restrictions of these Terms and Conditions shall remain in full force and effect and shall in no way be affected, impaired or invalidated
Entire Agreement: These Terms and Conditions and any other documents provided to you by Pershing or R&T in connection with the Program constitute the entire agreement with you regarding the
Program, and supersedes all prior and contemporaneous agreements and understandings, both oral and written, with respect to the subject matter hereof. EXCEPT AS EXPRESSLY SET FORTH IN
THESE TERMS AND CONDITIONS, NO REPRESENTATIONS OR WARRANTIES (ORAL OR WRITTEN, STATUTORY, EXPRESS, IMPLIED OR OTHERWISE) ARE MADE TO YOU REGARDING THE
PROGRAM, INCLUDING, WITHOUT LIMITATION, AS TO MERCHANTABILITY, FITNESS FOR PURPOSE, CONFORMITY TO ANY DESCRIPTION OR REPRESENTATION, NON-INTERFERENCE OR
NON-INFRINGEMENT. In the event of any inconsistency between a provision of these Terms and Conditions and a provision of any such other document provided to you in connection with the Program,
the provision of these Terms and Conditions shall prevail.
Binding Effect: These Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, successors, legal representatives and assigns. Nothing
in these Terms and Conditions, expressed or implied, is intended to confer on any person other than the parties hereto and R&T, and their respective permitted heirs, successors, legal representatives and
assigns, any rights, remedies, obligations or liabilities under or by reason of these Terms and Conditions.
Governing Law: These Terms and Conditions are to be construed in accordance with and governed by the internal laws of the State of New York and the United States of America without giving effect to
any choice of law rule that would cause the application of the laws of any other jurisdiction to the rights and duties of the parties. Unless otherwise provided herein, Pershing may comply with applicable
clearinghouse, Federal Reserve and correspondent bank rules in processing transactions relating to your Liquid Insured Deposits. You agree that Pershing is not required to notify you of a change in those
rules, except to the extent required by law.
Disputes: Except to the extent otherwise provided by applicable law, any action at law or in equity arising out of or relating to these Terms and Conditions shall be filed only in the courts of the State of
New York in the City of New York, or in the United States District Court for the Southern District of New York, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes
of litigating any such action. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATED TO THESE TERMS AND CONDITIONS.
Interpretative Provisions: The headings herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. Any singular term in these Terms and
Conditions shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in these Terms and Conditions, they shall be deemed
to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. References to any document provided to you or to any agreement or
contract are to that document, agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof or thereof. In any construction of the terms of these
Terms and Conditions, the same shall not be construed against a party on the basis of that party being the drafter of such terms.
Version: May 2021
Electronic delivery terms and conditions
TIAA Brokerage
Electronic delivery terms and conditions
“You” means the account owner(s) of the account.
“Account communications” means account statements,
trade confirmations or other notices, disclosures and other
information related to your account, including, without
limitation, quarterly, semi-annual or annual shareholder
reports, proxy statements, and legal and regulatory
notices and documents.
“Authorized user” means a person that you have authorized
to be provided a user ID which enables access to your
account online.
TIAA-CREF Individual & Institutional Services, LLC and
Pershing, LLC in their capacity of clearing firm may make
the account communications available in an electronic
form, as described herein, instead of mailing them in
a paper form. Account communications will be made
available to you online via the website TIAA.org and the
TIAA mobile app.
Account communications will be available in a portable
document format (PDF) or HTML. You affirm that you have
installed a recent version of Adobe Acrobat Reader or
other software application that enables you to view and
print your account communications. You may print or save
a copy of any of the account communications at any time.
You may request a mailed copy of any of your account
communications by contacting us at 800-927-3059.
An electronic mail (“email”) notification will be sent when
account communications are available to be accessed on
the website. The email will be from TIAA (TIAA@e.tiaa.org)
or Pershing (edelivery@netxinvestor.com). The email will
provide you with the URL of the website TIAA.org (for
prospectus and shareholder communications, the URL
may direct you to Broadridge). The email notification(s) will
be sent to the email address(es) you provided directly to
your financial organization or provided by registering on the
website. You may view and verify your email address(es) via
the website, and change the email address(es) through
the website.
In the event that a notice of undeliverable status of an
email notification is received by Pershing or TIAA Brokerage,
Pershing may send a paper notification by US mail to the
postal address you provided. The paper notification will
notify you of the availability of account communications on
the website, provide the URL of the website where account
communications may be accessed, and direct you to update
your email address on record.
In the event of an email notification failure as defined by
Pershing, Pershing may discontinue your enrollment in
electronic delivery and reset your account communications
delivery preferences so that future documents will be
delivered to your mailing address of record in a paper form.
This change may impact multiple brokerage accounts
that are associated with the returned email address.
Inorder to reenroll in electronic delivery, you will need to
do so via the website and ensure the email address that
created the change is removed or updated. By providing
this Electronic Delivery Consent, you affirm that you have
provided a valid email address on file or by registering on
the website, have access to the Internet and are at least
18years of age. You agree that electronic delivery of the
account communications is deemed accepted, regardless
of whether you access or view a particular account
communication document. You acknowledge that any
authorized users of your account are able to make changes
to the electronic delivery settings for your account, and you
agree to accept responsibility for such changes.
You may change your delivery preferences, such as
resuming applicable paper account communications, by
following the instructions on the website, or contact TIAA
Brokerage directly at 800-927-3059 for assistance.
141037475
1441602_1638766
A40581 (09/20)
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Completed 6 October 2021

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