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TDASUP010420

Please file this Supplement to the TD Ameritrade 529 College Savings Plan Program Disclosure Statement with your records

TD AMERITRADE 529 COLLEGE SAVINGS PLAN PROGRAM DISCLOSURE STATEMENT DATED NOVEMBER 18, 2019

SUPPLEMENT NUMBER ONE

This Supplement amends the Program Disclosure Statement dated November 18, 2019 (the “Program Disclosure Statement”). You should read this Supplement in conjunction with the Program Disclosure Statement and retain it for future reference.

Effective April 15, 2020 In late 2019, the President signed the Setting Every Community Up for Retirement Enhancement Act (the

“SECURE Act” or the “Act”) into law. The Act impacts 529 plans in two significant ways:

Account owners can use Plan assets to pay for fees, books, supplies or equipment required for

the Beneficiary’s participation in a registered apprenticeship program; and

Account owners can use Plan assets to pay principal or interest on a qualified education loan of

the Beneficiary and/or the Beneficiary’s sibling, up to the federal lifetime limit ($10,000 per

qualifying individual).

These changes apply to distributions taken after December 31, 2018.

However, these changes only apply to the Internal Revenue Code—not Nebraska laws that govern the

Plan. This means that withdrawals to pay for valid apprenticeship costs or to repay student loans will only

be treated as a Qualified Withdrawal under federal law. As such, the withdrawals will not be subject to

federal income taxes or an additional 10% federal tax. Under state law, however, these withdrawals will

be treated as Non-Qualified Withdrawals. As a result, they will be subject to recapture of any Nebraska

state income tax deduction previously claimed by the account owner, and the earnings portion of the

withdrawals will be subject to Nebraska state income tax.

We encourage you to consult a qualified tax advisor about your personal situation and how these

changes may impact you whether you are a Nebraska income tax payer or pay taxes in another state. Specific changes to the Program Disclosure Statement follow:

PART 14 – DISTRIBUTIONS FROM AN ACCOUNT

Under topic “Non-Qualified Withdrawals” on page 52, the second paragraph is replaced in its entirety

with:

In general, a Non-Qualified Withdrawal is also includable in your income for federal income tax

purposes and subject to an additional 10% federal tax. Certain exceptions to this rule apply. For

example, under Nebraska law, withdrawals from the TD Ameritrade 529 College Savings Plan

that are used to pay for a Beneficiary’s K-12 tuition, costs associated with the Beneficiary’s

apprenticeship program(s), or student loan repayments for the Beneficiary and/or the

Beneficiary’s siblings are Non-Qualified Withdrawals and the earnings portion of the withdrawal

will be includable in your income for state income tax purposes and is subject to recapture.

However, the withdrawal is not includable in your income for federal income tax purposes or

subject to an additional 10% federal tax.

TDASUP010420

Under topic “Exceptions to the federal penalty tax” on page 52, a new third and fourth bullet are

added:

Used to pay for fees, books, supplies or equipment required for the Beneficiary’s participation

in a registered apprenticeship program;

Used to pay the principal or interest on a qualified education loan of the Beneficiary and/or

the Beneficiary’s sibling, up to the federal lifetime limit ($10,000 per qualifying individual);

PART 15 – FEDERAL AND STATE TAX CONSIDERATIONS

Under topic “Non-Qualified Withdrawal taxable” on page 54, the first paragraph is replaced in its

entirety with:

There are also potential federal income tax disadvantages to an investment in a qualified tuition

program. To the extent that a distribution from an account is a Non-Qualified Withdrawal, the

portion of the Non-Qualified Withdrawal attributable to investment earnings on the account will

generally be ordinary income to the recipient of the withdrawal for the year in which the

withdrawal is made. A few exceptions to this are when a Non-Qualified Withdrawal is used to pay

the Beneficiary’s K-12 tuition, costs associated with the Beneficiary’s apprenticeship program(s),

or student loan repayments for the Beneficiary and/or the Beneficiary’s siblings. The earnings on

such withdrawals will not be included in the recipient’s income for federal tax purposes, up to the

federal limits. No part of the earnings portion of a Non-Qualified Withdrawal will be treated as

capital gain. Under current law, the federal tax rates on ordinary income are generally greater

than the tax rates on capital gain. The contribution portion of a withdrawal is not includable in

gross income.

Under topic “Exceptions to penalty tax” on page 54, a new third and fourth bullet are added:

Used to pay for fees, books, supplies or equipment required for the Beneficiary’s participation

in a registered apprenticeship program;

Used to pay the principal or interest on a qualified education loan of the Beneficiary and/or

the Beneficiary’s sibling, up to the federal lifetime limit ($10,000 per qualifying individual);

TD Ameritrade 529 College Savings PlanProgram Disclosure Statement and Participation Agreement

November 18, 2019

Use of this Program Disclosure StatementThis Program Disclosure Statement is for use by persons investingin the TD Ameritrade 529 College Savings Plan (the “Plan”). ThisProgram Disclosure Statement contains important informationabout establishing and maintaining an account with the Plan.Investing is an important decision. Investors should carefully readthis Program Disclosure Statement in its entirety to understandand consider the Plan’s investment objectives, risks, charges andexpenses before opening an account and making an investmentdecision. No one is authorized to provide information that isdifferent from the information contained in this ProgramDisclosure Statement. Please keep this Program DisclosureStatement and all updates for future reference.

About the Nebraska 529 College Savings PlansThe Plan is one of four college savings plans issued by theNebraska Educational Savings Plan Trust and administered by theNebraska State Treasurer, who serves as trustee to each of thefour plans. The four plans offer a series of investment optionswithin the Nebraska Educational Savings Plan Trust. The fourplans are intended to operate as qualified tuition programs,pursuant to Section 529 of the U.S. Internal Revenue Code.

This Program Disclosure Statement describes only accounts heldthrough the Plan. The other plans in the Nebraska EducationalSavings Plan Trust may offer different investment advisors,different benefits, different fees, different costs, and salescommissions, if any, which may be more or less than those relativeto accounts held in the Plan described in this Program DisclosureStatement. You can obtain information regarding the other plansin the Nebraska Educational Savings Plan Trust by contacting theNebraska State Treasurer at (402) 471-2455, or by visiting theNebraska State Treasurer’s website at treasurer.nebraska.gov.

Accounts in the Plan have not been registered with the Securitiesand Exchange Commission (the “SEC”) or with any statesecurities commission pursuant to exemptions from registrationavailable for securities issued by a public instrumentality of astate. Neither the SEC nor any state securities commission hasreviewed this Program Disclosure Statement. Accountsestablished in the Plan are not custodied at TD Ameritrade, Inc.(“TD Ameritrade”).

No insurance and no guaranteesOpening an account in the Plan involves certain risks, includingpossible loss of the principal amount invested. These risks arehighlighted in the Section of the Program Disclosure Statement,“Part 11 – Certain Risks to Consider.”

Accounts in the Plan are not guaranteed or insured by theFederal Deposit Insurance Corporation (FDIC), the State ofNebraska, the Nebraska Investment Council, the NebraskaState Treasurer, the Nebraska State Investment Officer, FirstNational Bank of Omaha or its authorized agents or theiraffiliates, TD Ameritrade or TD Ameritrade InvestmentManagement, LLC (“TDAIM”) or their authorized agents oraffiliates, or any other federal or state entity or person. The

value of your account may vary depending on marketconditions, the performance of the Investment Options youselect, timing of purchases, and fees. The value of youraccount could be more or less than the amount you contributeto your account. In short, you could lose money. Accountowners should periodically assess, and if appropriate, adjusttheir investment choices with their time horizon, risk toleranceand investment objective in mind.

Investments in the Goldman Sachs Financial SquareSM

Government Money Market Individual Investment Option are notbank deposits and are not insured by the FDIC.

Participation in the Plan does not guarantee that contributionsand the investment earnings, if any, will be adequate to coverfuture tuition and other qualifying post-high school educationexpenses (“Qualified Higher Education Expenses”) or that aBeneficiary will be admitted to or permitted to continue to attendan accredited college or university or other eligible educationalinstitution (an “Eligible Educational Institution”).

For use only for Qualified Higher Education ExpensesThe Plan is intended to be used only to invest toward QualifiedHigher Education Expenses. The Plan and any tax informationcontained in this Program Disclosure Statement are not intendedto be used, nor should it be used, by any taxpayer for the purposeof evading federal or state taxes or tax penalties. Taxpayers maywish to seek tax advice from an independent tax advisor based ontheir own particular circumstances.

Nebraska state tax deductionContributions by an account owner who files a Nebraska stateincome tax return, including the principal and earnings portions ofrollovers from another qualified college savings plan not issued bythe State of Nebraska, are deductible in computing the accountowner’s Nebraska taxable income for Nebraska income taxpurposes in an amount not to exceed $10,000 ($5,000 for marriedtaxpayers filing separate returns) in the aggregate for allcontributions to all accounts within the Trust in any taxable year.Contributions by a custodian of an UGMA or UTMA account whois also the parent or guardian of the Beneficiary of an UGMA orUTMA account may claim this deduction. See “Part 15 – Federaland State Tax Considerations” for important additionalinformation about state tax benefits.

Taxpayers and residents of other statesInvestors should consider before investing whether their ortheir beneficiary’s home state offers any state tax or otherstate benefits such as financial aid, scholarship funds, andprotection from creditors that are only available forinvestments in such state’s qualified tuition program andshould consult their tax advisor, attorney and/or other advisorregarding their specific legal, investment or tax situation.

Privacy PolicyExcept as otherwise required or permitted by law, any informationregarding a TD Ameritrade 529 College Savings Plan accountowner or Beneficiary will not be shared with anyone other than the..

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account owner, an authorized representative, or those employeesand/or service providers who access such information to provideservices to the account owner or Beneficiary.

Conflicts with Applicable LawThis Program Disclosure Statement is for informational purposesonly. In the event of any conflicts between the description of thePlan contained herein and any requirement of federal or Nebraskalaw applicable to matters addressed herein, such legalrequirement would prevail over this Program DisclosureStatement and Participation Agreement.

Information is Subject to ChangeStatements contained in this Program Disclosure Statement thatinvolve estimates, forecasts, or matters of opinion, whether or notexpressly so described herein, are intended solely as such and arenot to be construed as representations of fact or guarantee offuture performance.

Not an Offer to SellThis Program Disclosure Statement does not constitute an offer tosell or the solicitation of an offer to buy, nor shall there be anysale of a security described in this Program Disclosure Statementby any person in any jurisdiction in which it is unlawful for suchperson to make an offer, solicitation, or sale.

This Program Disclosure Statement is designed to comply withthe College Savings Plans Network Disclosure Principles,Statement No. 6, adopted on July 1, 2017. You shouldcarefully read and understand this Program DisclosureStatement. Please keep this Program Disclosure Statement forfuture reference.

This Program Disclosure Statement is dated November 18, 2019.

IMPORTANT LEGAL INFORMATION

THE TD AMERITRADE 529 COLLEGE SAVINGS PLAN AND ITSAUTHORIZED AGENTS OR AFFILIATES MAKE NOREPRESENTATIONS REGARDING THE SUITABILITY OF THEINVESTMENT OPTIONS DESCRIBED IN THIS PROGRAMDISCLOSURE STATEMENT FOR ANY PARTICULAR INVESTOR.OTHER TYPES OF INVESTMENTS AND OTHER TYPES OFCOLLEGE SAVINGS VEHICLES MAY BE MORE APPROPRIATEDEPENDING ON YOUR PERSONAL CIRCUMSTANCES. YOUSHOULD CONSULT YOUR TAX ADVISOR OR INVESTMENTADVISOR FOR MORE INFORMATION.

NO BROKER, DEALER, REGISTERED REPRESENTATIVE,SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZEDTO GIVE ANY INFORMATION OR TO MAKE ANYREPRESENTATIONS OTHER THAN THOSE CONTAINED IN THISPROGRAM DISCLOSURE STATEMENT, AND, IF GIVEN ORMADE, SUCH OTHER INFORMATION OR REPRESENTATIONSMUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZEDBY THE TD AMERITRADE 529 COLLEGE SAVINGS PLAN,TD AMERITRADE, TDAIM, FIRST NATIONAL BANK OF OMAHA,THE STATE OF NEBRASKA, THE NEBRASKA INVESTMENTCOUNCIL OR THE NEBRASKA STATE TREASURER. THEINFORMATION IN THIS PROGRAM DISCLOSURE STATEMENTIS SUBJECT TO CHANGE WITHOUT NOTICE, AND NEITHERDELIVERY OF THIS PROGRAM DISCLOSURE STATEMENT NORANY SALE MADE HEREUNDER SHALL, UNDER ANYCIRCUMSTANCES, CREATE ANY IMPLICATION THAT THEREHAS BEEN NO CHANGE IN THE AFFAIRS OF THETD AMERITRADE 529 COLLEGE SAVINGS PLAN SINCE THEDATE OF THIS DOCUMENT.

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SUMMARY OF KEY FEATURES AND REFERENCE GUIDE

This section is intended to provide a summary of key features of the Plan. Before investing you should read and understand thecomplete detailed information contained in this Program Disclosure Statement and Participation Agreement. The capitalized terms in“Description” are defined in Part 17 – Glossary.

Issuer: Nebraska Educational Savings Plan Trust

Trustee: Nebraska State Treasurer

Investment Oversight: Nebraska Investment Council

Program Manager: First National Bank of Omaha

Distributor/Underwriter: First National Capital Markets, Inc.First National Capital Markets and First National Bank of Omaha are affiliated companies.

Sub-Administrator: TD Ameritrade, Inc.

Portfolio Consultant: TD Ameritrade Investment Management, LLC

Contact Information TD Ameritrade 529 College Savings Plan Phone: 877.408.4644

If a retail client: P.O. Box 30278Omaha, NE 68103-1378

8:00 a.m. to 8:00 p.m. Central Time Mondaythrough Friday

Web: www.tdameritrade.com/collegesavings

Plan Structure

Topic Description Reference PageNebraska State IncomeTax Benefits

• Contributions by account owners, and custodians of an UGMA or UTMAaccount where the custodian is the parent or guardian of the Beneficiary ofan UGMA or UTMA account, and rollovers by account owners may bedeductible up to $10,000 per tax return ($5,000 if married filing separately).

• Earnings grow free from Nebraska state income tax• The earnings portion of a Qualified Withdrawal is exempt from Nebraska

income tax• The earnings and principal portions of a rollover into the TD Ameritrade 529

College Savings Plan from another qualified 529 plan are exempt fromNebraska income tax.

11, 56-57

Federal Tax Benefits • Contributions are not deductible for federal income tax purposes• Earnings grow tax-deferred from federal income tax• No federal income tax on Qualified Withdrawals• For federal gift and estate tax purposes, contributions are generally

considered completed gifts to the Beneficiary.

53-57

No Guarantees • There are no guarantees that contributions and the investment earnings, ifany, will be adequate to cover future tuition and other higher educationexpenses or that a Beneficiary will be admitted to or permitted to continueto attend an Eligible Educational Institution.

• Investments in the TD Ameritrade 529 College Savings Plan are notguaranteed or insured by the FDIC, the State of Nebraska, the NebraskaInvestment Council, the Nebraska State Treasurer, First National Bank ofOmaha or its authorized agents or their affiliates, or TD Ameritrade, TDAIM,or their authorized agents or affiliates, or any other federal or state entity orperson.

• The value of your account could be more or less than the amount youcontribute to your account. In short, you could lose money.

2, 12, 39

Enrollment Form • Available through your financial advisor• Download from www.tdameritrade.com/collegesavings

13

Account Ownership • Individuals, trusts, certain entities and custodial accounts• Must have a Social Security or taxpayer identification number and a U.S.

residential street address• No joint account ownership

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Topic Description Reference PageBeneficiary • Must have a Social Security or taxpayer identification number

• Does not need to have a Nebraska or U.S. address• Can be changed at any time to another Member of the Family

17, 54, 55

Contributions • Contributions can be made by anyone but account owner retains ownershipand control of the account and its assets

• Can be made online, automatically contributed from a checking or savingsaccount; by check; wire transfer; payroll deduction; or electronic fundstransfer

• No contribution minimum• Maximum Contribution Limit of $400,000 per Beneficiary for all accounts for

the same Beneficiary in all plans administered by the Nebraska StateTreasurer. Assets can grow beyond $400,000.

18-22

Investment Options • 2 Age-Based Investment Options (Core, Socially Aware)• 10 Static Investment Options (Core Aggressive, Core Growth, Core

Moderate Growth, Core Moderate, Core Conservative, Socially AwareAggressive, Socially Aware Growth, Socially Aware Moderate Growth,Socially Aware Moderate, Socially Aware Conservative)

• 17 Individual Investment Options• Funds can be moved from one Investment Option to another twice per

calendar year for all accounts administered by the Nebraska State Treasureror at any time when the Beneficiary is changed to a Member of the Family

• Transferring assets among Plans administered by the Nebraska StateTreasurer is considered an Investment Option change.

23-38

Risk Factors Opening an account involves certain risks, including:

• The risk that the value of your account may decrease, you could lose money,including the principal you invest;

• The risk of state or federal tax law changes;• The risk of Plan changes, including changes in fees; and• The risk that an investment in the Plan may adversely affect the account

owner or Beneficiary’s eligibility for financial aid or other benefits.

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Performance • Performance of the Investment Options 42-45

Plan Fees andExpenses

• No annual account fee• No enrollment, investment change, transfer or withdrawal fee• Age-Based Investment Option Cost Range: 0.46% - 0.60%• Static Investment Option Cost Range: 0.47% - 0.60%• Individual Investment Option Cost Range: 0.34% - 0.88%

These costs include a 0.25% Program Management Fee, a 0.05% TD Ameritradesub-administration fee, a 0.10% TDAIM portfolio consulting fee, and a 0.02%State Administration Fee to cover administrative costs of overseeing,distributing and marketing the Plan.

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Distributions • Assets in the account can be used to pay for Qualified Higher EducationExpenses of the Beneficiary including: tuition, fees, room & board (withcertain limitations), books, supplies, equipment required for the enrollmentor attendance at an eligible post-secondary institution in the U.S. or abroadand the purchase of computer or peripheral equipment, computer software,or Internet access and related services, if such equipment, software, orservices are to be used primarily by the Beneficiary during any of the yearsthe Beneficiary is enrolled at an Eligible Educational Institution regardless ofwhether such technology or equipment is required by the EligibleEducational Institution. Computer software means any program designed tocause a computer to perform a desired function. Such term does not includeany database or similar item unless the database or item is in the publicdomain and is incidental to the operation of otherwise qualifying computersoftware. Computer software designed for sports, games, or hobbies is notincluded unless this software is predominantly educational in nature.

• The earnings portion of withdrawals not used for qualified expensesgenerally are subject to federal income taxes, may be subject to anadditional 10% federal tax, and may be subject to state or local taxes.

51-52

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Topic Description Reference Page

Rollovers and Transfers • Funds can be rolled over from another 529 plan to this Plan or from this Planto another 529 plan once every 12 months for the same Beneficiary withoutbeing subject to federal tax.

• Funds can be rolled over from this Plan to an ABLE account for the sameBeneficiary without being subject to federal tax.

• A rollover to another Beneficiary who is a Member of the Family of thecurrent Beneficiary can take place at any time without federal income taxconsequences.

• Nebraska state tax deductions are subject to recapture when a participationagreement is cancelled, the assets in an account are rolled over to anotherstate’s qualified tuition program or ABLE program, or when a Non-QualifiedWithdrawal is made.

• Liquidated assets from Coverdell ESA accounts, UGMA/UTMA assets andcertain U.S. Savings Bonds can be transferred to the Plan at any time.Restrictions and tax considerations may apply.

20, 52, 54

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TABLE OF CONTENTS

PART 1 – OVERVIEW 10The Trust and the Plan 10The Program Manager 10Contributing to an account 10Investment Options 10Federal income tax benefits 10-11Nebraska state tax deduction 11Taxpayers and residents of other states 11

PART 2 – LEGAL DESCRIPTION OF THE PLAN 12The Trust and Plan 12The Treasurer 12The Nebraska Investment Council 12The Program Manager 12No insurance and no guarantees 12The Plan is not a mutual fund 12

PART 3 – OPENING AND MAINTAINING ANACCOUNT 13Who can open an account 13No limits on the number of accounts 13Restrictions 13Maximum limits on contributions 13Completing and submitting an Enrollment Form 13You can obtain an Enrollment Form by 13Required information 13Choosing an Investment Option 13Account ownership 13

Individual account owner 13-14Change in ownership 14Trusted Contact 14Death or legal incapacity of the account owner andsuccessor account owner 14Custodial accounts 14Accounts owned by minors 15Entity-owned accounts 15Trust accounts 15Accounts for infants 15

Maintaining and reviewing your account 15Program Manager’s right to terminate, freeze, suspend, orredeem your account 15Account opening error 15-16Documents must be in good order 16

PART 4 – BENEFICIARIES 17Beneficiary 17One Beneficiary 17Infant Beneficiary 17Scholarship account Beneficiary 17UGMA or UTMA or minor-owned account Beneficiary 17Changing the Beneficiary 17Member of the Family 17Death of a Beneficiary 17

PART 5 – CONTRIBUTING TO AN ACCOUNT 18Contributions 18Contribution restrictions 18No contribution minimums 18

Limits on maximum contributions to an account 18Excess contributions 18Allocation of contributions 18Systematic Exchange Program 18Contributions by non-account owners 18-19Contribution methods 19Contributing electronically from your bank account 19

Automatic Investment Plan (AlP) 19Electronic Funds Transfer (EFT) 19

Checks 20Wire transfer 20Payroll deduction 20Rollover 20Coverdell Education Savings Account 20Redemptions from certain U.S. Savings Bonds 21Transfers within the Plan 21

Transfer to another account owner 21Transfer to another Beneficiary 21Transferring accounts among Nebraska-issued 529qualified tuition plans 21Potential tax consequences of a transfer 21

UGMA or UTMA accounts 21Transfers from a Upromise® by Sallie Mae® Account 21-22Contributions from Ugift® 22Contribution date 22Contribution pricing 22Contribution errors 22

PART 6 – INVESTMENT OPTIONS OVERVIEW 23Investment Options 2329 Investment Options 23No investment direction 23Changing Investment Options 23

PART 7 – AGE-BASED INVESTMENT OPTIONS 24Two Age-Based Investment Options 24Age-Based Core and Socially Aware Investment Options 24-25Description of the underlying investments 26

PART 8 – STATIC INVESTMENT OPTIONS 27Ten Static Investment Options 27Core and Socially Aware Aggressive Static InvestmentOptions 27Core and Socially Aware Growth Static Investment Options 27Core and Socially Aware Moderate Growth StaticInvestment Options 27Core and Socially Aware Moderate Static InvestmentOptions 27-28Core and Socially Aware Conservative Static InvestmentOptions 28Description of the underlying investments 29

PART 9 – INDIVIDUAL INVESTMENT OPTIONS 3017 Individual Investment Options 30

PART 10 - DESCRIPTIONS OF THE UNDERLYINGINVESTMENTS 31DFA World ex-US Government Fixed Income 31Goldman Sachs Financial SquareSM Government MoneyMarket 31iShares Core S&P Small-Cap ETF 31

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iShares Core S&P Total US Stock Market ETF 31iShares Core U.S. Aggregate Bond ETF 32iShares ESG MSCI EAFE ETF 32iShares ESG MSCI Emerging Markets ETF 32iShares ESG MSCI USA ETF 32MetWest Total Return Bond 33Nuveen ESG Small-Cap ETF 33State Street MSCI® ACWI ex USA Index 33State Street S&P 500® Index 33-34T. Rowe Price Large-Cap Growth 34VanEck Vectors JP Morgan EM LC Bond ETF 34Vanguard Emerging Markets Stock Index 34Vanguard Equity Income 34-35Vanguard Extended Market Index 35Vanguard FTSE Developed Markets ETF 35Vanguard FTSE Emerging Markets ETF 35-36Vanguard Real Estate Index 36Vanguard Russell 1000 Value Index 36Vanguard Russell 2000 Growth Index 36-37Vanguard Short-Term Bond ETF 37Vanguard Short-Term Bond Index 37Vanguard Short-Term Inflation-Protected Index 37Vanguard Total Bond Market Index 37-38Vanguard Total International Bond ETF 38Vanguard Total Stock Market Index 38

PART 11 – CERTAIN RISKS TO CONSIDER 39Investment risks 39No insurance or guarantees 39Investment Options have certain risks 39

Call risk 39Concentration risk 39Credit risk 39ETF risks 39Extension risk 39Foreign investment risk 39Index sampling risk 39Interest rate risk 39Investment style risk 40Issuer risk 40Management risk 40Market risk 40Prepayment risk 40Static Socially Aware portfolio risk 40

Individual Investment Options are not as diversified as otherInvestment Options 40Program risks 40

Possible changes to the TD Ameritrade 529 CollegeSavings Plan 40Limitation on investment selection 40Illiquidity of account 40Acceptance to an Eligible Educational Institution is notguaranteed 40Qualified Higher Education Expenses may exceed thebalance in your account 41Plan does not create Nebraska residency 41Laws governing 529 qualified tuition programs maychange 41

Impact on the Beneficiary’s ability to receive financial aid 41Medicaid and other federal and state benefits 41

PART 12 – PERFORMANCE 42No ownership in underlying investments 42Performance differences 42Customized Portfolio performance benchmarks 45

PART 13 – PLAN FEES AND EXPENSES 46Program Management Fee 46Negative return 46TD Ameritrade sub-administration fee 46TDAIM portfolio consulting fee 46State Administration Fee 46Underlying investment fee 46Other account fees 46Fee structure tables 47-48Approximate cost of $10,000 investment 49-50

PART 14 – DISTRIBUTIONS FROM AN ACCOUNT 51Requesting a distribution from an account 51Temporary withdrawal restrictions 51Systematic Withdrawal Program (SWP) 51Qualified Withdrawal 51Eligible Educational Institution 51Distribution of a Qualified Withdrawal 51Non-Qualified Withdrawals 52Exceptions to the federal penalty tax 52Refunds from Eligible Educational Institution 52Rollovers 52

PART 15 – FEDERAL AND STATE TAXCONSIDERATIONS 53IRS Circular 230 Disclosure 53Qualified tuition program 53Federal tax information 53Qualified Withdrawals 53Qualified Higher Education Expenses 53-54Non-Qualified Withdrawal taxable 54Federal penalty tax on Non-Qualified Withdrawals 54Exceptions to penalty tax 54Rollovers 54Change of Beneficiary 54Earnings portion 54Earnings aggregation 54-55Claiming a loss 55Estate and gift tax 55

Five-year election 55Change of Beneficiary 55

Coordination with education tax credits 55-56Coverdell Education Savings Accounts (ESAs) 56Lack of certainty 56Nebraska state income tax deduction 56Recapture of Nebraska income tax deduction 56Nebraska state income tax 56-57

PART 16 – OTHER CONSIDERATIONS 58Scholarships 58Contests 58Financial aid 58Bankruptcy 58Creditor protection 58Audits 58

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PART 17 – GLOSSARY 59-60

EXHIBIT A – PARTICIPATION AGREEMENT 61-63

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PART 1 - OVERVIEW

The Trust and the PlanThe Nebraska Educational Savings Plan Trust (the “Trust”),established on January 1, 2001, is designed to qualify as a tax-advantaged qualified tuition program under Section 529 of theInternal Revenue Code of 1986, as amended (the “Code”).Section 529 permits states and state agencies to sponsor qualifiedtuition programs under which you can contribute to an accountfor the benefit of any individual, including you (a “Beneficiary”).The Trust has a series of four plans, the TD Ameritrade 529College Savings Plan, the Nebraska Educational Savings PlanTrust Direct College Savings Plan (“NEST Direct Plan”), theNebraska Educational Savings Plan Trust Advisor College SavingsPlan (the “NEST Advisor Plan”), and the State Farm 529 SavingsPlan.

The TD Ameritrade 529 College Savings Plan provides aconvenient and tax-advantaged way to invest toward QualifiedHigher Education Expenses. Each account in the Plan representsan interest in the Trust and holds units of one or more underlyinginvestment options (each an “Investment Option”) in the Plan.

The Nebraska State Treasurer acts as trustee for the Trust (the“Trustee”) and is responsible for the overall administration of thePlan.

The Nebraska Investment Council is responsible for theinvestment of the money in the Trust and the selection of allInvestment Options.

The Program ManagerThe Trustee entered into a Program Management Agreementwith First National Bank of Omaha (the “Program Manager”). Theseven-year contract ending December 17, 2017 was extended foran additional three-year term ending December 17, 2020. Underthis contract, the Program Manager provides day-to-dayadministrative and marketing services to the Plan. The ProgramManager is a subsidiary of First National of Nebraska, Inc., thelargest privately owned banking company in the United States.For more than 160 years, First National Bank of Omaha hasdedicated itself to providing quality products and superiorservice. First National of Nebraska, Inc. and its affiliates have$23 billion in managed assets and 5,000 employee associates.

The Program Manager has entered into a distribution agreementwith First National Capital Markets, Inc. (the “Distributor”). TheDistributor and Program Manager are affiliated companies. FirstNational Capital Markets is the underwriter.

The Program Manager has entered into a sub-administrationagreement with TD Ameritrade. Under this contract, TD Ameritradewill assist in certain marketing and administrative services for thoseinterested in investing in the TD Ameritrade 529 College SavingsPlan. The same parties have entered into a portfolio consultingagreement with TDAIM. Under this contract, TDAIM will act asportfolio consultant for the Plan.

Contributing to an accountThe Plan is open to residents of any state, not just residents ofNebraska. As long as you have a Social Security number ortaxpayer identification number, and a residential street address inthe United States (including Puerto Rico, Guam or the U.S. VirginIslands), you may open and contribute to an account regardless ofyour income or the age of the Beneficiary.

While there are no limits on the number of accounts an accountowner can own, no additional contributions may be made for thebenefit of a particular Beneficiary when the fair market value of allaccounts owned by all account owners within the Trust for thatBeneficiary exceeds $400,000 (the “Maximum ContributionLimit”). If, however, the market value of such accounts falls belowthe Maximum Contribution Limit, additional contributions will beaccepted. The $400,000 Maximum Contribution Limit applies toall accounts for the same Beneficiary in all plans administered bythe Nebraska State Treasurer, including the NEST Advisor Plan,the NEST Direct Plan, the TD Ameritrade 529 College SavingsPlan, and the State Farm 529 Savings Plan.

Investment OptionsThe Plan has 29 Investment Options from which to choose:two Age-Based Investment Options, ten Static InvestmentOptions, and 17 Individual Investment Options. The Age-BasedInvestment Options and Static Investment Options invest inspecified allocations of domestic equity, real estate, internationalequity, international bond, fixed income and money market funds.The Individual Investment Options invest in a single investmentfund. Account owners do not own shares of the underlying funds.See “Part 6 – Investment Options Overview.” The InvestmentOptions have been reviewed and approved by the NebraskaInvestment Council.

You can choose an Investment Option that is tailored to meetyour investment risk and return profile.

Federal income tax benefitsInvestment earnings on your contributions accumulate on a tax-deferred basis while in an account. Qualified Withdrawals areexempt from federal and Nebraska state income tax if they areused to pay for the Beneficiary’s Qualified Higher EducationExpenses. Qualified Higher Education Expenses include aBeneficiary’s tuition, fees, books, supplies, equipment requiredfor the enrollment or attendance of the Beneficiary at an EligibleEducational Institution and the purchase of computer orperipheral equipment, computer software, or Internet access andrelated services, if such equipment, software, or services are to beused primarily by the Beneficiary during any of the years theBeneficiary is enrolled at an Eligible Educational Institutionregardless of whether such technology or equipment is requiredby the Eligible Educational Institution. Computer software meansany program designed to cause a computer to perform a desiredfunction. Such term does not include any database or similar itemunless the database or item is in the public domain and isincidental to the operation of otherwise qualifying computersoftware. Computer software designed for sports, games, or..

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10

hobbies is not included unless this software is predominantlyeducational in nature. For Beneficiaries enrolled at an EligibleEducational Institution on at least a halftime basis, theBeneficiary’s room and board expenses also qualify as QualifiedHigher Education Expenses.

The earnings portion (if any) of a Non-Qualified Withdrawal will betreated as ordinary income to the recipient and may also besubject to an additional 10% federal tax, as well as partialrecapture of any Nebraska state income tax deduction previouslyclaimed.

Nebraska state tax deductionContributions by an account owner who files a Nebraska stateincome tax return, including the principal and earnings portions ofrollovers from another qualified college savings plan not issued bythe State of Nebraska, are deductible in computing the accountowner’s Nebraska taxable income for Nebraska income taxpurposes in an amount not to exceed $10,000 ($5,000 for marriedtaxpayers filing separate returns) in the aggregate for allcontributions to all accounts within the Trust in any taxable year.Contributions by a custodian of an UGMA or UTMA account whois also the parent or guardian of the Beneficiary of an UGMA orUTMA account may claim this deduction. See “Part 15 – Federaland State Tax Considerations” for important additionalinformation about state tax benefits.

Taxpayers and residents of other statesInvestors should consider before investing whether their or theirbeneficiary’s home state offers any state tax or other statebenefits such as financial aid, scholarship funds, and protectionfrom creditors that are only available for investments in suchstate’s qualified tuition program and should consult their taxadvisor, attorney and/or other advisor regarding their specificlegal, investment or tax situation.

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11

PART 2 - LEGAL DESCRIPTION OF THE PLAN

The Trust and PlanThe TD Ameritrade 529 College Savings Plan is one of fourcollege savings plans issued by the Nebraska Educational SavingsPlan Trust. The Plan is authorized by the State of Nebraska and isdesigned to qualify as a tax-advantaged qualified tuition programunder Code Section 529. The primary purpose of the Trust andPlan is to promote and enhance the affordability and accessibilityof higher education by offering a convenient and tax-advantagedway to invest toward the cost of tuition and other Qualified HigherEducation Expenses. Amounts contributed to the Plan areinvested in the Trust. The Trust holds the assets of the Plan,including all contributions made to accounts established byaccount owners.

The TreasurerThe Plan is overseen by the Nebraska State Treasurer, as Trusteeof the Trust. As Trustee, the Nebraska State Treasurer isresponsible for the overall administration of the Plan. The Plan issubject to the rules and regulations established by the NebraskaState Treasurer. A copy of these rules and regulations is availableupon request to the Distributor.

The Nebraska Investment CouncilThe Nebraska Investment Council is responsible for investmentoversight for the Trust and the Plan. The Nebraska InvestmentCouncil is responsible for the investment of money in the Trust andthe selection of all Investment Options offered through the Plan.

The Program ManagerThe Nebraska State Treasurer, as Trustee, has engaged theProgram Manager to administer and market the Plan on behalfof the Trustee. The Program Manager works with the Treasurerto provide day-to-day administrative and marketing services tothe Plan. The Distributor works with the Program Manager andTD Ameritrade to assist in sub-administration and marketing thePlan accounts. The Program Manager and the NebraskaInvestment Council work with TDAIM as a portfolio consultant.

No insurance and no guaranteesInvestments in the TD Ameritrade 529 College Savings Planare not guaranteed or insured by the FDIC, the State ofNebraska, the Nebraska Investment Council, the NebraskaState Treasurer, First National Bank of Omaha or itsauthorized agents or their affiliates, TD Ameritrade, TDAIM ortheir authorized agents or affiliates, or any other federal orstate entity or person.

The value of your account may vary depending on marketconditions, the performance of the Investment Options youselect, timing of purchases, and fees. The value of youraccount could be more or less than the amount you contributeto your account. In short, you could lose money.

The Plan is not a mutual fundNeither the Plan nor your account is a mutual fund, and you donot own shares in the underlying investments held in theInvestments Options offered through the Plan. Investments in thePlan are considered municipal fund securities, which are notregistered with the SEC or any state securities commission.

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12

PART 3 - OPENING AND MAINTAINING ANACCOUNT

Who can open an accountAn account may be opened by an individual, certain entities(including a partnership, corporation, estate or association that isdomiciled in the United States), a custodian under a state’sUGMA or UTMA statute, or a trust to invest toward the QualifiedHigher Education Expenses of a Beneficiary. An account may alsobe established by a state or local government or a tax-exemptorganization described in Code Section 501(c)(3) as part of ascholarship program operated by the government or organizationwithout naming a specific beneficiary when the account isopened. Each account owner must have a Social Security numberor taxpayer identification number and a residential U.S. streetaddress.

You may select multiple Investment Options for the account youopen for your Beneficiary when you complete the EnrollmentForm or at a later date. All Investment Options opened by you foryour Beneficiary will be placed into a single account.

No limits on the number of accountsA single account can include different Investment Options for thesame Beneficiary. Separate accounts may be established for thesame Beneficiary by different account owners. An account ownermay open multiple accounts for different Beneficiaries. Joint ormultiple account owners are not permitted.

RestrictionsWhen an account owner or the address is changed on an account,there is a 10-business-day hold before a withdrawal can be made.A withdrawal request must be signature guaranteed if the requestis within 10 business days of the change to have the withdrawalreleased before the hold period expires.

Maximum limits on contributionsWhile there are no limits on the number of accounts an accountowner can own, no additional contributions may be made for thebenefit of a particular Beneficiary when the fair market value of allaccounts owned by all account owners within the Trust for thatBeneficiary equals the $400,000 Maximum Contribution Limit. If,however, the fair market value of such accounts falls below theMaximum Contribution Limit, additional contributions will beaccepted. The Maximum Contribution Limit applies to allaccounts for the same Beneficiary in all plans administered by theNebraska State Treasurer, including the TD Ameritrade 529College Savings Plan, the NEST Direct Plan, the NEST AdvisorPlan, and the State Farm 529 Savings Plan.

Completing and submitting an Enrollment FormTo open an account, you must complete an Enrollment Form andreturn it to:

For retail clients:TD Ameritrade 529 College Savings PlanP.O. Box 30278Omaha, NE 68103-1378

For clients working with a financial advisor, return the enrollmentform to your financial advisor or speak with your financial advisorfor mailing instructions.

By completing and submitting an Enrollment Form, you agree tobe bound by the terms and conditions of the Program DisclosureStatement and Participation Agreement, which govern your rights,benefits and obligations as an account owner. The current versionof the Participation Agreement is included as Exhibit A to thisProgram Disclosure Statement.

Any amendments to the Code, Nebraska law, or regulationsrelating to the Plan may automatically amend the terms of yourParticipation Agreement, and the Trustee may amend yourParticipation Agreement at any time and for any reason by givingyou written notice of such amendments.

You can obtain an Enrollment Form by:For retail clients:Enrolling online at www.tdameritrade.com/collegesavingsDownloading from www.tdameritrade.com/collegesavings

Writing the TD Ameritrade 529 College Savings Plan at:P.O. Box 30278Omaha, NE 68103-1378

Calling the TD Ameritrade 529 College Savings Plan at:877.408.4644 8:00 a.m. – 8:00 p.m. Central Time Monday – Friday

For clients working with a financial advisor:Contact your financial advisor.

Required informationThe Federal U.S.A. Patriot Act requires the Program Manager toobtain, verify, and record information that identifies each personwho opens an account. You are required to provide the accountowner’s name, street address, date of birth, citizenship status, andSocial Security or taxpayer identification number. Your accountwill not be opened if you do not provide the Program Managerwith this information. If the Program Manager is unable to verifyyour identity, it reserves the right to close the account at the nextcalculated unit price following such determination, at your risk, ortake other steps it deems reasonable.

Choosing an Investment OptionYou must select one or more Investment Options in an accountfor your Beneficiary when you open an account or at a later date.All Investment Options selected by you for your Beneficiary will beplaced into a single account. See “Part 6 – Investment OptionsOverview.”

Account ownershipIndividual account owner - An individual account owner who hasreached the age of majority with a valid Social Security number ortaxpayer identification number and a residential street address inthe United States, Puerto Rico, Guam or the U.S. Virgin Islandscan open an account. The account owner must register theaccount with a U.S. residential street address when an account is..

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13

opened but may also designate a U.S. Post Office box to receivemail. There may only be one account owner – joint or multipleaccount ownership is not allowed. If an account owner changeshis or her address on his or her account from a U.S. address to aforeign address contributions to the account will no longer beallowed.

Change in ownership - You may change ownership of youraccount to another individual or entity that is eligible to be anaccount owner. When you transfer ownership of your account, youare not required to change the Beneficiary. A change ofownership of an account will only be effective if the assignment isirrevocable and transfers all ownership rights. To be effective, atransfer of ownership of your account also requires the newaccount owner to complete and execute an Enrollment Form (andthereby enter into a Participation Agreement), and an AccountInformation Change Form completed by the current accountowner. You should consult your tax advisor regarding thepotential gift and/or generation-skipping transfer taxconsequences of changing ownership of your account.

Trusted Contact - You may designate someone you trust who is atleast 18 years of age (a “Trusted Contact”) to act as a resource ifwe lose contact with you or believe you and/or your assets are atrisk. By choosing to provide information about a Trusted Contact,you authorize us to contact this person and disclose informationabout your account to that person in the following circumstances:to address possible financial exploitation; to confirm the specificsof your current contact information, your health status, or theidentity of any legal guardian, executor, trustee or holder of apower of attorney; or as otherwise permitted by FINRA Rule 2165(Financial Exploitation of Specified Adults). Designating a TrustedContact does not mean you are authorizing him or her to act onyour account. Instead, he or she can be a resource to protect youraccount from suspected fraud or if you are unable to speak foryourself. We will not release information beyond what is necessaryto protect you and/or your assets from potential harm. Todesignate or change a Trusted Contact please call the Plan.

Death or legal incapacity of the account owner and successoraccount owner - On your Enrollment Form, you may designate asuccessor account owner to take ownership of your account in theevent of your death or legal incapacity. A successor accountowner can be an individual, entity or trust but cannot be a minor.If you have already established an account, you may designate asuccessor account owner or change your designation bycompleting the appropriate form which may be obtained bysubmitting a form available on the Plan’s website or by calling thePlan. If you do not designate a successor account owner, then theBeneficiary, rather than your estate, shall be named the accountowner.

Before the successor account owner will be permitted to transactbusiness in respect to your account, he or she will be required toprovide a certified copy of the death certificate, in the case of thedeath of the account owner, or an acceptable medical

authorization or court order in the case of the incapacity of theaccount owner, and execute a new Enrollment Form, acceptingthe terms of the then-current Program Disclosure Statement andParticipation Agreement. If the new account owner is an entity ortrust, appropriate documentation may be required to accompanythe Enrollment Form.

Custodial accounts - If a custodian holding assets under a state’sUGMA or UTMA statute establishes an account, the minor forwhose benefit the custodian holds the UGMA or UTMA accountassets must be designated as the account owner and Beneficiaryof the account. The custodian must complete the EnrollmentForm and assume account owner responsibilities until theBeneficiary reaches the age of majority under the applicableUGMA or UTMA statute, at which time the Beneficiary will assumeaccount owner responsibilities. At the time the Beneficiaryreaches the age of majority, the custodian must submit asignature guaranteed letter of authorization, an Enrollment Formaccepting the terms of the then-current Program DisclosureStatement and Participation Agreement, and a certified copy ofthe Beneficiary’s birth certificate indicating that the Beneficiaryhas reached the age of majority.

The custodian must liquidate the assets from the current UGMAor UTMA account (which may be subject to federal and stateincome taxes) for deposit into the Plan’s custodial account.Money in a custodial account is irrevocable and is a permanentgift to the Beneficiary. Money in a custodial account can only beused for the Beneficiary’s qualified expenses. Any earningsportion of any Non-Qualified Withdrawal made before theBeneficiary reaches the age of majority will be included in theincome of the Beneficiary.

The custodian will not be permitted to change the account owneror Beneficiary of a custodial account or transfer assets to anotherBeneficiary. The custodian will be required to certify on awithdrawal form that the withdrawal is for the benefit of theBeneficiary. Any contributions to a custodial account holdingUGMA or UTMA funds will be subject to these restrictions.

A custodian can be changed on a custodial account by providingsupporting documentation in writing from the current custodianor submitting a valid court order appointing another person asthe custodian. The new custodian must complete an EnrollmentForm available by downloading a form from the Plan’s website, orby calling the Plan.

None of the Program Manager or its agents or their affiliates,TD Ameritrade, TDAIM or their agents or their affiliates, theTrustee, the Nebraska Investment Council, or the State ofNebraska will assume responsibility to ensure, or will incur anyliability for failing to ensure, that a custodian applies assets heldunder an UGMA or UTMA custodianship for proper purposes.Liquidating an UGMA or UTMA account for deposit into the Planmay trigger tax consequences. Custodians should discuss the taximplications with their tax advisors before transferring funds to thePlan...

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14

Accounts owned by minors - As of February 1, 2016 a minor mayonly be named an account owner in the event of the death orlegal incapacity of the account owner in which a successoraccount owner had not been designated for that account. If at thetime of the account owner’s death or legal incapacity theBeneficiary is a minor, the minor will become both the accountowner and the Beneficiary of the account. The parent or legalguardian of the minor Beneficiary must provide a letter ofinstruction, a certified copy of the account owner’s deathcertificate or other proof of legal incapacitation, and execute anew Enrollment Form, accepting the terms of the then-currentProgram Disclosure Statement and Participation Agreement.

For all minor-owned accounts opened prior to or after February 1,2016, the parent or legal guardian must assume account ownerresponsibilities until the Beneficiary reaches the age of majority asdesignated by his or her residential state. At the time theBeneficiary reaches the age of majority, the parent or legalguardian or the Beneficiary must submit a signature guaranteedletter of authorization, an Enrollment Form signed by theBeneficiary who has reached the age of majority accepting theterms of the then-current Program Disclosure Statement andParticipation Agreement, and a certified copy of the Beneficiary’sbirth certificate indicating that the Beneficiary has reached theage of majority.

As with UGMA or UTMA accounts, the parent or guardian will notbe permitted to change the account owner or Beneficiary of theaccount or transfer assets to another Beneficiary. The parent orguardian will be required to certify on a withdrawal form that thewithdrawal is for the benefit of the Beneficiary.

Entity-owned accounts - If the account owner is a partnership,corporation or other entity, the entity must provide a validtaxpayer identification number, and the name and title of acontact person authorized by the entity to act in its capacity. Theentity must be domiciled in the U.S. including Puerto Rico, Guam,or the U.S. Virgin Islands. The entity may be required to provideappropriate documentation to accompany the Enrollment Form.

When signing Plan forms or conducting a transaction, the personauthorized to act on behalf of the entity will certify that he or shecontinues to be authorized to act on behalf of the entity. TheProgram Manager will presume that any entity documentsprovided are valid, effective to bind the entity, and will have noliability for defective documentations submitted by the authorizedcontact person.

Trust accounts - If the account owner is a trust, the trustee shouldconsult with his or her legal and tax advisors before establishingthe account. This Program Disclosure Statement does not attemptto address the income or transfer tax consequences ofinvestments in the Plan made by a trust or the propriety of suchan investment under state trust law. The trustee may be requiredto submit documents when an account is opened. Call the Planfor more information.

Accounts for infants - All Beneficiaries must have a Social Securitynumber or taxpayer identification number. If you have an infant,you cannot open an account until you obtain a Social Securitynumber or taxpayer identification number for that infant.

Maintaining and reviewing your accountThe Plan will send you confirmation statements each time financialtransactions are made (with the exception of age-band rolls, asystematic contribution through AlP, payroll deduction, orsystematic exchanges) as well as when there is a change to youraccount registration. For quarters one, two and three, if therewere financial transactions during the quarter, the Plan will alsosend you a quarterly statement that indicates the current accountbalance and financial transactions made during the quarter. Forthe fourth quarter, the Plan will send all account owners an annualstatement that will include all financial transactions during theentire year. You can check your account balances, transactionhistory, and quarterly statements online or by calling the Plan.Contributors who are not account owners will not receive anynotification of a transaction nor will they have any right to theaccount or to receive information about the account. Accountowners can request that an interested party receive duplicatestatements.

Program Manager’s right to terminate, freeze,suspend, or redeem your accountThe Program Manager can terminate the account if the accountowner provided false or misleading information or if the accountreaches a zero balance. In addition, if there has been no activity inthe account and the Program Manager or its designee has notbeen able to contact the account owner for a period of at leastfive years, the account may be considered abandoned underNebraska state law. If the account is considered abandoned, itmay, without authorization from the account owner, betransferred to the Nebraska State Treasurer’s Unclaimed PropertyDivision. The Program Manager can freeze the account orsuspend account services if the Program Manager reasonablybelieves there is a dispute regarding the assets in the account,that fraudulent transactions may have occurred, upon notificationof the death of an account owner, until the Program receivesrequired documentation in good order and reasonably believes itis lawful to transfer account ownership to the successor accountowner, or if there is suspicious conduct relating to the account.

Per FINRA Rule 2165 Financial Exploitation of Specified Adults,the Plan may place a temporary hold on a disbursement of fundsor securities from the account of a specified adult if the Plan hasreason to believe that financial exploitation has occurred, isoccurring or has been occurring. A “Specified Adult” is (a) anatural person age 65 and older; or (b) a natural person age 18and older who the Plan believes has a mental of physicalimpairment that renders the individual unable to protect his or herown interests.

Account opening errorIf the account owner believes that a new account’s InvestmentOption was not what the account owner indicated on the..

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Enrollment Form, or if the Beneficiary’s age is incorrect, the Planmust be notified within 60 calendar days from the date theaccount opening confirmation was mailed. If you do not notify thePlan within 60 calendar days, you will be considered to haveapproved the information in the confirmation and to havereleased the State of Nebraska, the Nebraska Investment Council,the Trustee, the Nebraska State Investment Officer, the ProgramManager or its authorized agents or their affiliates, andTD Ameritrade, TDAIM and their authorized agents or affiliates, ofresponsibility for all matters covered by the confirmation. After 60calendar days, the assets will remain in the Investment Optionuntil withdrawn or when the account owner requests anInvestment Option change. The Program Manager may waive the60-calendar-day notice requirement at its sole discretion in theevent that an error has occurred.

Documents must be in good orderIn order to timely process any transaction, such as opening anaccount in or processing a contribution to the Plan, all necessarydocuments must be in good order. Documents are in good orderwhen they are fully, properly and accurately completed, executed(where necessary) and received by the Program Manager or itsauthorized agents for processing. For example, in order for anEnrollment Form or a contribution to be received in good order,certain information must be provided. Where information ismissing, an Enrollment Form or a contribution is not received ingood order and processing may be delayed or the Form or thecontribution may be returned to you.

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16

PART 4 - BENEFICIARIES

BeneficiaryThe Beneficiary is the individual for whom Qualified HigherEducation Expenses are expected to be paid from the account.Any individual with a valid Social Security number or taxpayeridentification number can be a Beneficiary. A Beneficiary can beof any age and need not be a resident of the State of Nebraska orof the United States.

An account owner does not have to be related to the Beneficiary.However, if you change the Beneficiary in the future, the newBeneficiary must be a Member of the Family of the formerBeneficiary in order to avoid a taxable transaction.

One BeneficiaryEach account may have only one Beneficiary, but differentaccount owners may establish different accounts for the sameBeneficiary. An account owner may also name himself or herself asthe Beneficiary.

Infant BeneficiaryAll Beneficiaries must have a Social Security number or taxpayeridentification number. An account cannot be opened until youcan provide the Plan with the infant’s Social Security or taxpayeridentification number.

Scholarship account BeneficiaryIf an account is established by a state or local government (oragency or instrumentality thereof) or an organization described inCode Section 501(c)(3) as part of a scholarship program operatedby the government or organization, the Beneficiary is not requiredto be identified on the Enrollment Form at the time the account isestablished. The government or organization shall designate theBeneficiary prior to any distributions for Qualified HigherEducation Expenses from the account.

UGMA or UTMA or minor-owned account BeneficiaryIf the source of contributions to an account was a state UGMA orUTMA funds, or if the account is owned by a minor, theBeneficiary of the account may not be changed even if the newBeneficiary is a Member of the Family of the original Beneficiary ofthe account.

Changing the BeneficiaryExcept as set forth below, an account owner may change theBeneficiary at any time without adverse federal income taxconsequences if the Beneficiary is a Member of the Family or theformer Beneficiary. Upon a change in Beneficiary, the accountowner may also change the Investment Options in which theaccount is invested.

However, upon a change of Beneficiary, the existing assets plusthe assets moved to the new Beneficiary’s account cannot resultin the total account values in all accounts in the Trust for the newBeneficiary to exceed the Maximum Contribution Limit.

If the new Beneficiary is not a Member of the Family of the formerBeneficiary, then the change is treated as a Non-QualifiedWithdrawal that is subject to federal and state taxes and anadditional 10% federal tax on any earnings, as well as partialrecapture of any Nebraska state income tax deduction previouslyclaimed.

To change the Beneficiary of an account, retail clients can visit thePlan’s website at www.tdameritrade.com/collegesavings todownload the appropriate form, change the Beneficiary online or,for clients working with a financial advisor, by contacting thefinancial advisor.

An account owner may change the Beneficiary at any time withoutadverse federal income tax consequences if the new Beneficiary isa Member of the Family of the former Beneficiary.

A Beneficiary cannot be changed on an UGMA or UTMA orminor-owned account.

Member of the FamilyA Member of the Family is defined as anyone who is related tothe Beneficiary in one of the following ways:

• A son or daughter, or a descendant of either;• A stepson or stepdaughter;• A brother, sister, stepbrother or stepsister;• The father or mother, or an ancestor of either;• A stepfather or stepmother;• A son or daughter of a brother or sister;• A brother or sister of the father or mother;• A son-in-law, daughter-in-law, father-in-law, mother-in-law,

brother-in-law or sister-in-law;• The spouse of the Beneficiary or the spouse of any of the

foregoing individuals; or• A first cousin of the Beneficiary.

For purposes of determining who is a Member of the Family, alegally adopted child or foster child of an individual is treated asthe child of such individual by blood. The terms “brother” and“sister” include half-brothers and half-sisters.

Death of a BeneficiaryUpon the death of a Beneficiary, the account owner can changethe Beneficiary on the account, transfer assets to anotherBeneficiary who is a Member of the Family of the formerBeneficiary, or take a Non-Qualified Withdrawal. Some Non-Qualified Withdrawals following the death of the Beneficiary arenot subject to the additional 10% federal tax. See “Part 14 –Distributions from an Account.”

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17

PART 5 - CONTRIBUTING TO AN ACCOUNT

ContributionsAnyone can contribute to a TD Ameritrade 529 College SavingsPlan account but only the account owner can (1) control how theassets are invested and used, (2) designate a Beneficiary, and (3)claim tax benefits related to the account, regardless of whocontributed to it.

Contribution restrictionsAll contributions must be cash-equivalent and denominated inU.S. dollars. Cash is not accepted. The Program Manager will holdall contributions up to five business days before a withdrawal ofthose assets can occur.

No contribution minimumsThere are no minimum contribution requirements and there is nominimum amount that must be maintained in a TD Ameritrade529 College Savings Plan account. The Program Manager reservesthe right to close a zero-balance account.

Limits on maximum contributions to an accountAdditional contributions to an account are not permitted whenthe fair market value of all accounts owned by all account ownerswithin the Trust for that Beneficiary equals the MaximumContribution Limit. If, however, the market value of such accountsfalls below the Maximum Contribution Limit, additionalcontributions will be accepted.

The $400,000 Maximum Contribution Limit applies to all accountsfor the same Beneficiary in all plans administered by the NebraskaState Treasurer, including the TD Ameritrade 529 College SavingsPlan, the NEST Direct Plan, the NEST Advisor Plan, and the StateFarm 529 Savings Plan. The Nebraska State Treasurer mayperiodically adjust the Maximum Contribution Limit.

Excess contributionsThe Program Manager will notify you if you attempt to make acontribution to an account that exceeds the MaximumContribution Limit. The Program Manager will not knowinglyaccept and will reject contributions in excess of the MaximumContribution Limit. Contributions will be deposited up to theMaximum Contribution Limit and the remainder will be refundedless any amounts attributable to market losses suffered betweenthe date of the contribution and the date of the refund. If theProgram Manager determines that a contribution in excess of theMaximum Contribution Limit has been accepted, the excesscontributions and any earnings thereon will be promptlyrefunded. If a contribution is applied to an account and it is laterdetermined that the contribution resulted in exceeding theMaximum Contribution Limit, the excess contribution and anyearnings will be refunded to the account owner. Any refund of anexcess contribution may be treated as a Non-QualifiedWithdrawal.

Allocation of contributionsAt the time an account is established, you must select how youwant the contributions allocated among the Investment Optionsyou selected for future contributions (“Standing Allocation”).Additional contributions will be invested according to theStanding Allocation unless you provide different instructions. Youmay reallocate assets to different Investment Options twice percalendar year and with a permissible change in the Beneficiary.You can view your Standing Allocation any time online. You canchange your Standing Allocation any time by accessing the Plan’ssecure website, by submitting a form, or by calling the Plan.

Systematic Exchange ProgramThe Systematic Exchange Program allows the exchange of aminimum of $200 from one Investment Option to anotherInvestment Option on a pre-scheduled basis (“SystematicExchange”).

In order to establish the Systematic Exchange Program, you mustdeposit a minimum contribution of at least $2,500 into a “source”Investment Option. When you establish a Systematic Exchange,you must select a preset dollar amount of $200 or more to beexchanged into each of one or more preselected “receiving”Investment Options over a preset period of time, either monthlyor quarterly. Any Age-Based, Static or Individual InvestmentOption can serve as the source Investment Option or receivingInvestment Option.

Systematic Exchange does not ensure a profit or protect againstloss in a declining market. Systematic Exchange commits you to apreset investment in the receiving Investment Option(s) selectedregardless of fluctuating prices.

If Systematic Exchange is selected at the time that an account isopened or after an account is opened and is selected for newcontributions, it will be considered the initial investment strategyfor that account and not be counted toward the investmentchange limit for that Beneficiary for the calendar year.

If Systematic Exchange is selected for money already depositedinto an account after an account is opened or if any changes to acurrent Systematic Exchange Program are made, that selection orchange will be counted toward the investment change limit forthat Beneficiary for the calendar year.

Before establishing a Systematic Exchange Program, you shouldcarefully consider with your tax professional or a financial advisorthe risks associated with selecting and creating a SystematicExchange Program.

Contributions by non-account ownersAnyone can make contributions to an account. However, only theaccount owner and custodians of an UGMA or UTMA accountwhere the custodian is the parent or guardian of the Beneficiary ofan UGMA or UTMA account, are eligible for a Nebraska stateincome tax deduction for contributions made by him or her. Inaddition, only the account owner maintains control over all..

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18

contributions to an account regardless of their source, includingthe right to change Investment Options and make withdrawalsfrom an account. For the purpose of an UGMA or UTMA or minor-owned accounts, the minor is the account owner.

Under current law, the gift and generation-skipping transfer taxconsequences of a contribution by anyone other than the accountowner are unclear. Accordingly, if a person other than the accountowner plans to make a contribution to an account, that personshould consult his or her own tax or legal advisors as to theconsequences of a contribution.

Contribution methodsContributions can be made to an account by:• Contributing electronically from your bank account• Checks• Wire Transfer• Payroll deduction• Rollover from another qualified tuition program• Coverdell ESA• Redemption from certain U.S. Savings Bonds• Transfer within the Plan• UGMA or UTMA accounts

Contributing electronically from your bank accountAccount owners can authorize contributions from their checkingor savings bank account into their Plan account for one-at-a-timecontributions (an “Electronic Funds Transfer” or “EFT”) orprescheduled, ongoing contributions (“Automatic InvestmentPlan” or “AlP”), subject to certain processing restrictions. Thebank from which the contribution is drawn must be a member ofthe Automated Clearing House. You can authorize theseinstructions when you complete an Enrollment Form, or, after youraccount is opened, online by accessing the secure website, bysubmitting a form available on the Plan’s website, or by calling thePlan (if you have previously submitted certain information aboutthe bank account from which the money will be withdrawn).

For both EFT and AlP you must provide the Plan with yourbanking instructions. For AlP you must also indicate the amountand frequency you want the ongoing contributions to occur. If theaccount owner does not own the bank account, the bank accountowner must authorize in writing the use of the other person’s bankaccount. This can be accomplished on the form that establishes orchanges bank account information for your account. The bankmust be a U.S. bank and the contribution must be in U.S. dollars.

You can initiate EFT contributions, change your bank, stop AIP, orchange your AlP contribution amount or frequency online byaccessing the secure website. You can also make such changes bydownloading and submitting a form available on the Plan’swebsite or by calling the Plan.

If your EFT or AlP contribution cannot be processed because ofinsufficient funds or incomplete or inaccurate information, or if thetransaction would violate processing restrictions, theTD Ameritrade 529 College Savings Plan reserves the right to

suspend future EFT or AlP contributions. A $25 charge may beassessed for rejected electronic transfers from bank accountsagainst each account that was the proposed recipient of theattempted contribution. The account owner will also beresponsible for any losses or expenses incurred by the InvestmentOption.

We do not charge a fee for EFT or AlP transactions.

Automatic Investment Plan (AlP)When you contribute to your account through AlP you areauthorizing us to receive periodic automated debits from achecking or savings account at your bank (if your bank is amember of the Automated Clearing House), subject to certainprocessing restrictions. Your AlP authorization will remain in effectuntil we have received notification of its termination from you andwe have had a reasonable amount of time to act on it. AlP debitsfrom your bank account will occur on the day you indicate,provided the day is a regular business day. If the day you indicatefalls on a weekend or a holiday, the AlP debit will occur on thenext business day (“debit date”). Quarterly AlP debits will bemade on the day you indicate (or the next business day, ifapplicable). You will receive a trade date of the business day onwhich the bank debit occurs.

The start date for an AlP must be at least three business days fromthe date of submission of the AlP request. If a start date for an AlPis less than three business days from the date of the submission ofthe AlP request, the AlP will start on the requested day in the nextsucceeding period.

A program of regular investments cannot assure a profit orprotect against a loss in a declining market.

Electronic Funds Transfer (EFT)If you have identified a checking or savings account from whichthe money will be withdrawn, you may authorize us to withdrawfunds by EFT for contributions into your account. EFTcontributions can be made online or by calling the Plan. The Planmay place a limit on the total dollar amount per day you maycontribute to an account by EFT. EFT purchase requests that arereceived in good order:

• Before 10 p.m. Eastern Time will be given a trade date of thenext business day after the date of receipt and will beeffective at that day’s closing price for the applicableInvestment Option or Portfolio. In such cases, the EFT debitfrom your bank account will occur on the second businessday after the request is received; or

• After 10 p.m. Eastern Time will be given a trade date of thesecond business day after the date the request is received,and they will be effective at that day’s closing price for theapplicable Investment Option or Portfolio. In such cases, theEFT debit from your bank account will occur on the thirdbusiness day after the request is received. Your trade datewill be on the business day prior to your debit date...

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ChecksA contribution by mail coupon should accompany the check.Contribution-by-mail coupons are sent to you when an account isopened, when a transaction is performed, and in statementmailings. If a coupon is not available, include the account numberand name of the Beneficiary on the check or include separatewritten instructions. All checks must be in good order. Somechecks that will also not be accepted include: travelers checks,foreign checks, checks dated more than 180 days from the date ofreceipt, post-dated checks, checks with unclear instructions,starter checks or counter checks, credit card or bank courtesychecks, promotional checks, third-party personal checks over$10,000, instant loan checks, and any other check we deemunacceptable. Money orders are not accepted. Third-partypersonal checks must be payable to you or the Beneficiary and beproperly endorsed by you or the Beneficiary to the TD Ameritrade529 College Savings Plan.

A $25 charge may be assessed for returned checks against eachaccount that was the proposed recipient of the attemptedcontribution. The account owner may also be responsible for anylosses or expenses incurred in the Investment Options.

Checks should be made payable to the TD Ameritrade 529College Savings Plan and can be sent to the following address:

For retail clients:TD Ameritrade 529 College Savings PlanP.O. Box 30278Omaha, NE 68103-1378

For faster delivery, consider using the overnight or courieraddress:

TD Ameritrade 529 College Savings Plan920 Main Street, Suite 900Kansas City, MO 64105

For clients working with a financial advisor:Please speak with your financial advisor for mailing instructions.

Wire transferWire transfers are initiated from the contributor’s financialinstitution. Please call the Plan to obtain information regardingwire transfers.

Payroll deductionContributions can be made into a Plan account from a paycheck ifthe employer permits direct deposit. Payroll deduction is madewith after-tax dollars. Account owners initiate payroll deductionand any changes directly with their employer. Mistakes made bythe employer can only be remedied between the employee andthe employer. The Plan will not take any responsibility for mistakesmade by the employer or employee. You must complete payrolldeduction instructions by logging into your account, selecting thepayroll deduction option, and designating the contributionamount in the instructions. You will need to print these

instructions and submit them to your employer. Please call thePlan for further instructions on establishing direct deposit fromyour paycheck.

RolloverContributions may also be made by a rollover or direct transfer offunds from another qualified tuition program. Rollovers fromanother qualified tuition program are treated as a non-taxabledistribution from the distributing qualified tuition program if you(1) change the Beneficiary of the account to a Member of theFamily of the former Beneficiary, or (2) do not change theBeneficiary if the rollover does not occur within 12 months fromthe date of any previous rollover to a qualified tuition program forthe Beneficiary.

To initiate a rollover from another qualified tuition program youmust first open a Plan account. You have the option ofwithdrawing funds from the former account and, if that is the case,you must deposit the funds within 60 days into either (1) anotheraccount for the benefit of another Beneficiary who is a Member ofthe Family of the former Beneficiary, or (2) an account in the Planaccount for the benefit of the same Beneficiary.

You may instruct the Plan to contact another qualified tuitionprogram directly to request the funds from your account in thatprogram be sent to the Plan. Check with the other qualifiedtuition program first to determine the best approach for you totake. You can call the Plan for further instructions.

Under Internal Revenue Service (IRS) guidance, the ProgramManager is required to assume that the entire amount of anycontribution that is a rollover contribution from another qualifiedtuition program is earnings in the account receiving the contributionunless the Program Manager receives appropriate documentationshowing the actual earnings portion of the rollover contribution.

Account owners who are Nebraska taxpayers who roll over fundsinto the Plan may be eligible for a Nebraska state tax deduction. See“Part 15 – Federal and State Tax Considerations.” The qualifiedtuition program from which you are transferring funds may imposeother restrictions on a rollover, such as the recapture of any stateincome tax deduction previously claimed, so you should investigatethis option thoroughly before requesting a transfer.

Coverdell Education Savings AccountContributions may also be made by a rollover or direct transfer offunds from a Coverdell Education Savings Account (“ESA”)(formerly known as an Education IRA). Amounts distributed froman ESA and contributed to an account may be treated as non-taxable distributions from the ESA. Call the Plan for moreinformation and instructions.

Under IRS guidance, the Program Manager is required to assumethat the entire amount of any contribution that is a rollovercontribution from an ESA is earnings in the account receiving thecontribution unless the Program Manager receives appropriatedocumentation showing the actual earnings portion of thecontribution...

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Redemptions from certain U.S. Savings BondsSubject to certain limitations, redemption of certain qualifiedUnited States Savings Bonds may be tax-free if the proceeds arecontributed to an account. Certain rules and requirements mustbe met. For more information consult IRS Publication 970 andyour financial, tax or legal advisor.

Under IRS guidance, the Program Manager is required to assumethat the entire amount of any contribution that is a rollovercontribution from a qualified United States Savings Bond isearnings in the account receiving the contribution unless theProgram Manager receives appropriate documentation showingthe actual earnings portion of the contribution.

Transfers within the PlanFunds can be transferred between existing Plan accounts thathave different owners or Beneficiaries (or both). You can alsotransfer the entirety or a portion of the account’s balance. A formmust be completed and submitted to initiate a transfer with thePlan. The total account assets for all accounts held on behalf ofthe Beneficiary to whom the money is being transferred to cannotexceed the Maximum Contribution Limit.

Transfer to another account owner – The Plan permits a transfer ofa portion or the entire amount of an account to another accountowner. If the new account owner does not have an account, he orshe must complete an Enrollment Form before the transfer ofassets can occur. The current account owner must also submit anAccount Information Change Form. You should considerconsulting a tax advisor about the potential tax consequences ofa change in account owner.

Transfer to another Beneficiary – The Plan permits the transfer of aportion or the entire amount of an account to another Beneficiarywith either the same account owner or a different account owner.If 100% of the assets are being transferred to another Beneficiaryfor the same account owner, and an account has not beenopened for that account owner and Beneficiary, a BeneficiaryChange Form must be completed. The new Beneficiary must be aMember of the Family of the former Beneficiary.

Transferring accounts among Nebraska-issued 529 qualifiedtuition plans – Transferring a portion or the entire amount of aPlan account to another account within the Trust for the sameaccount owner and Beneficiary is considered an InvestmentOption change and requires the account owner to complete achange on an appropriate form. This change counts toward theaccount owner’s twice per calendar year Investment Optionchange limit.

Potential tax consequences of a transfer – Transferring funds to aBeneficiary who is not a Member of the Family of the formerBeneficiary is considered a Non-Qualified Withdrawal by the IRSand may be subject to federal and state income taxes and anadditional federal 10% income tax on the earnings portion of thetransfer, as well as partial recapture of any Nebraska state incometax deduction previously claimed.

UGMA or UTMA accountsA custodian for a minor under a state UGMA or UTMA statutemay liquidate the assets held in the UGMA or UTMA account toopen an account in the Plan, subject to the laws of the state underwhich the UGMA or UTMA account was established. If thecustodian of an UGMA or UTMA account establishes an account,the minor for whose benefit the assets are held must bedesignated as the account owner and Beneficiary of the account,and the custodian will not be permitted to change the Beneficiaryof the account or transfer assets to another Beneficiary. Thecustodian will be required to certify on a withdrawal form statingthat the distribution from the UGMA or UTMA account will beused for the benefit of the Beneficiary of the account.

When the Beneficiary reaches the age of majority under theapplicable state UGMA or UTMA statute and the custodianshipterminates, the Beneficiary will become the sole account ownerwith complete control over the account. The custodian is requiredto notify the Program Manager when the minor attains the age ofmajority under the applicable state UGMA or UTMA statute.

All contributions once made to an UGMA or UTMA account,regardless of their source, become subject to the limitationsdescribed above at the time of their contribution into an UGMAor UTMA account.

The conversion of non-cash UGMA or UTMA assets to cash forcontribution to a Plan account may be a taxable transaction.Before liquidating assets in an UGMA or UTMA account in orderto contribute them to an account, you should review the potentialtax and legal consequences with your tax and legal advisors.TD Ameritrade and its affiliates and employees are not in thebusiness of providing tax or legal advice to taxpayers. Moreover,none of the Treasurer, the Program Manager, TD Ameritrade orthe Plan assumes responsibility to ensure, or will incur any liabilityfor failing to ensure, that a custodian applies assets held under anUGMA or UTMA custodianship for proper purposes.

Transfers from a Upromise® by Sallie Mae® AccountIf you are enrolled in the Upromise service, you can link thataccount to your TD Ameritrade 529 College Savings Plan accountand have all or a portion of your savings automatically transferredto your TD Ameritrade 529 College Savings Plan from yourUpromise® by Sallie Mae® Account on a periodic basis. Theminimum amount for an automatic transfer made from aUpromise® by Sallie Mae® Account to your Plan account iscurrently $25 and is subject to change. However, you cannot usethe transfer of funds from a Upromise® by Sallie Mae® Account asthe initial funding source for your Plan account. Transfers from aUpromise® by Sallie Mae® Account are not considered adeductible contribution for Nebraska state tax purposes.

This Program Disclosure Statement is not intended to providedetailed information concerning Upromise. Upromise isadministered in accordance with the terms and procedures setforth in the Upromise Member Agreement (as amended from timeto time), which is available by going to www.tdameritrade.com/..

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21

collegesavings and clicking on the Upromise logo. The Upromiseservice is an optional service, offered by Upromise, Inc., isseparate from the Plan, and is not affiliated with TD Ameritrade,the State of Nebraska or the Program Manager. Terms andconditions apply to the Upromise service. Participatingcompanies, contribution levels and terms and conditions aresubject to change at any time without notice. Contributionsthrough Upromise are subject to the Maximum ContributionLimit. Upromise is a registered service mark of Upromise, Inc.

Contributions from Ugift®

This free to use service gives account owners a simple way to askfamily and friends to celebrate birthdays, holidays, and otherevents with a gift contribution to a TD Ameritrade 529 CollegeSavings Plan account. Gift contributions received in good orderwill be held by the Program Manager for approximately fivebusiness days before being transferred into your Plan account.Contributions from Ugift from persons other than the accountowner are not considered a deductible contribution for Nebraskastate tax purposes.

Gift contributions through Ugift are subject to the MaximumContribution Limit. Gift contributions will be invested accordingto the Standing Allocation on file for your account at the time thegift contribution is transferred. There may be potential taxconsequences of gift contributions invested in your account. Youand the gift giver should consult a tax advisor for moreinformation. Ugift is an optional service, is separate from the Plan,and is not affiliated with TD Ameritrade, the State of Nebraska orthe Program Manager. Ugift can be initiated from the Plan’swebsite by clicking on the Ugift logo. Ugift is a registered servicemark of Ascensus Broker Dealer Services, LLC.

Contribution dateContributions are considered received on the date thecontribution is reviewed and processed by the Program Manageror its authorized agents. Contributions to an account that arereceived in good order before the market close (typically 4 p.m.Eastern Time) on any day the New York Stock Exchange (NYSE) isopen for business are generally processed on that day for theInvestment Options you selected. Contributions to an accountthat are received in good order after market close, or on a day theNYSE is closed for business, generally will be processed on thenext business day.

Contributions sent by U.S. mail that are postmarked on or beforeDecember 31 will be treated as having been made in that yeareven if the check was actually received by the Program Manageror its authorized agents in the next year, provided the checks aresubsequently cleared. For EFT contributions, for tax purposes, thecontributions will be considered in that year if the EFT wasinitiated on or before December 31 of such year, provided thefunds are successfully deducted from your checking or savingsaccount by your financial institution.

Regardless of the calendar year for which a contribution isdeductible, the trade date of the contribution (and thus the price

of the Units purchased with the contribution) will be determinedbased on the day the contribution is received by the ProgramManager or its authorized agents in good order, and with respectto AlP contributions you will receive the trade date of the businessday on which the debit occurs. For EFT contributions, thefollowing applies:

• Before 10 p.m. Eastern Time will be given a trade date of thenext business day after the date of receipt and will beeffective at that day’s closing price for the applicableInvestment Option or Portfolio. In such cases, the EFT debitfrom your bank account will occur on the second businessday after the request is received; or

• After 10 p.m. Eastern Time will be given a trade date of thesecond business day after the date the request is received,and they will be effective at that day’s closing price for theapplicable Investment Option or Portfolio. In such cases, theEFT debit will occur on the third business day after therequest is received. Your trade date will be on the businessday prior to your debit date.

Contribution pricingThe unit price for each Investment Option is calculated at theclose of regular trading on the NYSE each day the NYSE is openfor trading. The unit price is calculated by dividing the value ofthe Investment Option’s net assets by the total number of units inthe Investment Option outstanding. The unit price is based on thevalue of the Investment Option underlying investments as well asexpenses and fees for administering and managing the Plan. See“Part 13 – Plan Fees and Expenses.”

Contribution errorsIf the account owner believes an error was made regarding his orher contribution, the Program Manager must be notified within 60calendar days. If you do not notify the Plan within 60 days, you willbe considered to have approved the information in theconfirmation and to have released the State of Nebraska, theNebraska Investment Council, the Trustee, the Nebraska StateInvestment Officer, the Program Manager and TD Ameritrade,TDAIM or their authorized agents or any of their affiliates, ofresponsibility for all matters covered by the confirmation. TheProgram Manager may waive the 60-calendar-day noticerequirement at its sole discretion.

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PART 6 - INVESTMENT OPTIONS OVERVIEW

Investment OptionsContributions to an account will be invested in the InvestmentOption you select on the Enrollment Form. The InvestmentOptions invest in one or more investments, trust accounts, orother investment vehicles as designed by the NebraskaInvestment Council. The Investment Options described in thisProgram Disclosure Statement allow account owners to directfunds to specific investment categories and strategies approvedby the Nebraska Investment Council. These may includeInvestment Options investing in domestic equity, real estate,international equity, international bond, fixed income funds, andmoney market funds.

You do not own shares in the underlying investments held byeach Investment Option.

29 Investment OptionsThere are 29 separate Investment Options. The followingInvestment Options are available:

• Two risk-based Age-Based Investment Options, Core andSocially Aware

• 10 risk-based Static Investment Options, five Core and fiveSocially Aware

• 17 Individual Investment Options

The two Age-Based Investment Options are designed to becomemore conservative the closer the Beneficiary gets to college.

The ten Static Investment Options keep the same asset allocationbetween domestic equity, real estate, international equity,international bond, fixed income funds, and money market fundsover the life of your account.

The 17 Individual Investment Options each invest in a single fund.

No investment directionUnder federal law, neither you nor your Beneficiary may exerciseinvestment discretion, directly or indirectly, over contributions toan account or any earnings on those contributions. As a result,you are not able to select the securities in which your account isinvested. Instead, contributions are invested according to thepercentage you indicate into the Investment Option or Optionsyou select on the Enrollment Form. The percentage can bechanged online by accessing the Plan’s secure website,submitting a form, or by calling the Plan.

The Nebraska Investment Council may change the InvestmentOptions, the asset allocation within each of the InvestmentOptions and the underlying funds in which each of theInvestment Options invest, at any time without notice to you.Any such change in Investment Options, allocations within anInvestment Option or change in underlying funds within anInvestment Option made by the Nebraska Investment Councilis not considered a change in investment direction by anaccount owner.

Changing Investment OptionsGenerally, an account owner may only change the InvestmentOptions in which their account is invested twice per calendar yearor upon a change of Beneficiary. Therefore an account ownershould carefully make their investment selection at the time theycomplete the Enrollment Form. You can change the way you wantto invest future contributions any time by changing your StandingAllocation. See Page 18, “Allocation of contributions.”

If an account owner has multiple accounts in the Plan for the sameBeneficiary, or multiple accounts among the TD Ameritrade 529College Savings Plan, the NEST Direct Plan, the NEST AdvisorPlan, or the State Farm 529 Savings Plan, the account owner maychange the Investment Options in all accounts without taxconsequences, so long as the changes to all of the accounts aremade at the same time and no more frequently than twice percalendar year or upon a change of Beneficiary.

Investment Options in which an account is invested can bechanged online by accessing the secure website, by submitting aform, or by calling the Plan.

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23

PART 7 - AGE-BASED INVESTMENT OPTIONS

Two Age-Based Investment OptionsThe two Age-Based Investment Options adjust over time so asthe Beneficiary nears college the allocation becomes moreconservative.

The Age-Based Investment Options generally invest in a mix ofdomestic equity, international equity, international bond, fixedincome funds, and money market funds allocated based on thecurrent age of the Beneficiary.

Within the Age-Based Investment Options you may choose fromthe Core or the Socially Aware based on, among other factors,your investment goals and objectives, and your tolerance formarket volatility and investment risk.

The Age-Based Core Investment Option provides investors with aglobally diversified portfolio across U.S. and non-U.S. equity andfixed income markets. These options are comprised of low costwell-diversified exchange traded funds (“ETFs”) that are selectedbased on their performance track record, portfolio fit,management, liquidity and expense ratios, among other factors.

The Age-Based Socially Aware Investment Option is a sociallyresponsible portfolio that invests in companies with strongenvironmental, social and governance (“ESG”) practices. Theseportfolios leverage socially responsible equity ETFs to help alignyour values with your investing objectives, while potentiallygenerating returns that are competitive with non-ESG strategies.

Regardless of the Age-Based Investment Option selected, eachadjusts over time (each age band is called a “Portfolio”) so that asthe Beneficiary nears college enrollment age each Portfolio’sallocation between domestic equity, international equity,international bond, fixed income funds, and money marketinvestments becomes more conservative relative to the allocationin earlier years.

As a result of market gains and losses and earnings, the Portfoliosmay differ over time from the target asset allocation describedbelow. To maintain the target asset allocation for each Portfolio,the Program Manager will rebalance each of the Age-BasedInvestment Options any time there is a positive or negativevariance of two percent (2%) or more to retain the target assetallocation described below.

You should review each of the Age-Based Investment Optionsbefore making a selection from among the Investment Optionsoffered through the Plan.

Age-Based Core and Socially Aware InvestmentOptionsThe Age-Based Core and Socially Aware Investment Options areallocated primarily in equity or stock investment funds during theearly years of the Beneficiary’s life. As the Beneficiary nearscollege age, the equity or stock allocation decreases, and the

fixed income and the money market allocations increase. Whenthe Beneficiary attains age 3, 6, 9, 11, 13, 15, 17 and 19, thePortfolios in the Age-Based Core and Socially Aware InvestmentOptions automatically realign with a decrease in the stock orequity portion and an increase in the fixed income and the moneymarket allocations.

The Age-Based Core and Socially Aware Investment Options seekto provide capital appreciation and some current income. Thisstrategy is based on accepting the risks associated with stocks,which have the potential to provide high returns, and seeking tobalance the effects of volatility through diversification in fixed-income securities.

Newborn to 2 years old PortfolioObjectives - For Beneficiaries newborn to two years old, thisPortfolio seeks to provide growth of capital and some currentincome by investing 95% of its assets in diversified investments ofdomestic and international equity funds, and 5% domestic fixedincome funds.

Strategies - The Portfolio invests in funds according to a fixedformula that typically results in an allocation of 73% domesticequity funds, 22% international equity funds, and 5% domesticfixed income funds. The Portfolio manages cash flows to maintainthe stated asset allocation. The stock holdings in the underlyinginvestments consist primarily of large-cap U.S. stocks and to alesser extent, mid- and small-cap U.S. stocks and foreign stocks.

3 to 5 years old PortfolioObjectives - For Beneficiaries three to five years old, this Portfolioseeks to provide growth of capital and some current income byinvesting 85% of its assets in diversified investments of domesticand international equity funds, and 15% domestic and internationalfixed income funds.

Strategies - The Portfolio invests funds according to a fixedformula that typically results in an allocation of 65% domesticequity funds, 20% international equity funds, 13% domestic fixedincome funds, and 2% international fixed income funds. ThePortfolio manages cash flows to maintain the stated assetallocation. The stock holdings in the underlying investmentsconsist primarily of large-cap U.S. stocks and to a lesser extent,mid- and small-cap U.S. stocks and foreign stocks.

6 to 8 years old PortfolioObjectives - For Beneficiaries six to eight years old, this Portfolioseeks to provide growth of capital and some current income byinvesting 75% of its assets in diversified investments of domesticand international equity funds, 23% domestic and internationalfixed income funds, and 2% money market funds.

Strategies - The Portfolio invests in funds according to a fixedformula that typically results in an allocation of 57.5% domesticequity funds, 17.5% international equity funds, 20.5% domesticfixed income funds, 2.5% international fixed income funds, and2% money market funds. The Portfolio manages cash flows to..

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24

maintain the stated asset allocation. The stock holdings in theunderlying investments consist primarily of large-cap U.S. stocksand to a lesser extent, mid- and small-cap U.S. stocks and foreignstocks.

9 to 10 years old PortfolioObjectives - For Beneficiaries nine to 10 years old, this Portfolioseeks to provide growth of capital and some current income byinvesting 65% of its assets in diversified investments of domesticand international equity funds, 31% domestic and internationalfixed income funds, and 4% money market funds.

Strategies - The Portfolio invests in funds according to a fixedformula that typically results in an allocation of 50% domesticequity funds, 15% international equity funds, 28% domestic fixedincome funds, 3% international fixed income funds, and 4%money market funds. The Portfolio manages cash flows tomaintain the stated asset allocation. The stock holdings in theunderlying investments consist primarily of large-cap U.S. stocksand to a lesser extent, mid- and small-cap U.S. stocks and foreignstocks.

11 to 12 years old PortfolioObjectives - For Beneficiaries 11 to 12 years old, this Portfolioseeks to provide current income and low to moderate growth ofcapital by investing 55% of its assets in diversified investments ofdomestic and international equity funds, 36.5% domestic andinternational fixed income funds, and 8.5% money market funds.

Strategies - The Portfolio invests in funds according to a fixedformula that typically results in an allocation of 42.5% domesticequity funds, 12.5% international equity funds, 33% domesticfixed income funds, 3.5% international fixed income funds, and8.5% money market funds. The Portfolio manages cash flows tomaintain the stated asset allocation. The stock holdings in theunderlying investments consist primarily of large-cap U.S. stocksand to a lesser extent, mid- and small-cap U.S. stocks and foreignstocks.

13 to 14 years old PortfolioObjectives - For Beneficiaries 13 to 14 years old, this Portfolioseeks to provide current income and low to moderate growth ofcapital by investing 45% of its assets in diversified investments ofdomestic and international equity funds, 42% domestic andinternational fixed income funds, and 13% money market funds.

Strategies - The Investment Option invests in funds according to afixed formula that typically results in an allocation of 35%domestic equity funds, 10% international equity funds, 38%domestic fixed income funds, 4% international fixed incomefunds, and 13% money market funds. The Portfolio manages cashflows to maintain the stated asset allocation. The stock holdings inthe underlying investments consist primarily of large-cap U.S.stocks and to a lesser extent, mid- and small-cap U.S. stocks andforeign stocks.

15 to 16 years old PortfolioObjectives - For Beneficiaries 15 to 16 years old, this Portfolioseeks to provide current income and some growth of capital byinvesting 35% of its assets in diversified investments of domesticand international equity funds, 48% domestic and internationalfixed income funds, and 17% money market funds.

Strategies - The Portfolio invests in funds according to a fixedformula that typically results in an allocation of 27.5% domesticequity funds, 7.5% international equity funds, 44% domestic fixedincome funds, 4% international fixed income funds, and 17%money market funds. The Portfolio manages cash flows tomaintain the stated asset allocation. The stock holdings in theunderlying investments consist primarily of large-cap U.S. stocksand to a lesser extent, mid- and small-cap U.S. stocks and foreignstocks.

17 to 18 years old PortfolioObjectives - For Beneficiaries 17 to 18 years old, this Portfolioseeks to provide current income and some growth of capital byinvesting 25% of its assets in diversified investments of domesticand international equity funds, 54% domestic and internationalfixed income funds, and 21% money market funds.

Strategies - The Portfolio invests according to a fixed formula thattypically results in an allocation of 20% domestic equity funds, 5%international equity funds, 50% domestic fixed income funds, 4%international fixed income funds, and 21% money market funds.The Portfolio manages cash flows to maintain the stated assetallocation.

19 years and older PortfolioObjectives - For Beneficiaries 19 years and older, this Portfolioseeks to provide current income and some growth of capital byinvesting 15% of its assets in diversified investments of domesticand international equity funds, 52% domestic and internationalfixed income funds, and 33% money market funds.

Strategies - The Portfolio invests according to a fixed formula thattypically results in an allocation of 12% domestic equity funds, 3%international equity funds, 49% domestic fixed income funds, 3%international fixed income funds, and 33% money market funds.The Portfolio manages cash flows to maintain the stated assetallocation.

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The detailed asset allocation, mix of underlying funds, and the age ranges for each of the Age-Based Investment Options are describedin the following table:

US Equity Non-US Equity US Fixed Income Non-US Fixed Income Cash

iShares Core S&P

Total US Stock

Market ETF

Vanguard FTSE

Developed

Markets ETF

Vanguard FTSE

Emerging

Markets ETF

iShares Core US

Aggregate Bond

ETF

Vanguard Short-

Term Bond ETF

Vanguard Total

International Bond

ETF

VanEck Vectors JP

Morgan EM LC Bd

ETF

Goldman Sachs

Financial SquareSM

Government Money

Market

Portfolio ITOT VEA VWO AGG BSV BNDX EMLC FGTXX

CORE

0-2 73.00% 17.50% 4.50% 5.00% 0.00% 0.00% 0.00% 0.00%

3-5 65.00% 16.00% 4.00% 13.00% 0.00% 1.00% 1.00% 0.00%

6-8 57.50% 14.00% 3.50% 17.50% 3.00% 1.50% 1.00% 2.00%

9-10 50.00% 12.00% 3.00% 22.00% 6.00% 2.00% 1.00% 4.00%

11-12 42.50% 10.00% 2.50% 23.50% 9.50% 2.50% 1.00% 8.50%

13-14 35.00% 8.00% 2.00% 25.00% 13.00% 3.00% 1.00% 13.00%

15-16 27.50% 6.00% 1.50% 26.50% 17.50% 4.00% 0.00% 17.00%

17-18 20.00% 4.00% 1.00% 28.00% 22.00% 4.00% 0.00% 21.00%

19+ 12.00% 3.00% 0.00% 25.00% 24.00% 3.00% 0.00% 33.00%

US Equity Non-US Equity US Fixed Income Non-US Fixed Income Cash

iShares ESG

MSCI USA ETF

Nuveen ESG

Small-Cap ETF

iShares ESG

MSCI EAFE

ETF

iShares ESG

MSCI EM

ETF

iShares Core US

Aggregate Bond

ETF

Vanguard Short-

Term Bond ETF

Vanguard Total

International

Bond ETF

VanEck Vectors JP

Morgan EM LC Bd

ETF

Goldman Sachs

Financial SquareSM

Government

Money Market

Portfolio ESGU NUSC ESGD ESGE AGG BSV BNDX EMLC FGTXX

SOCIALLY AWARE

0-2 65.50% 7.50% 17.50% 4.50% 5.00% 0.00% 0.00% 0.00% 0.00%

3-5 58.50% 6.50% 16.00% 4.00% 13.00% 0.00% 1.00% 1.00% 0.00%

6-8 51.75% 5.75% 14.00% 3.50% 17.50% 3.00% 1.50% 1.00% 2.00%

9-10 45.00% 5.00% 12.00% 3.00% 22.00% 6.00% 2.00% 1.00% 4.00%

11-12 38.25% 4.25% 10.00% 2.50% 23.50% 9.50% 2.50% 1.00% 8.50%

13-14 31.50% 3.50% 8.00% 2.00% 25.00% 13.00% 3.00% 1.00% 13.00%

15-16 24.75% 2.75% 6.00% 1.50% 26.50% 17.50% 4.00% 0.00% 17.00%

17-18 18.00% 2.00% 4.00% 1.00% 28.00% 22.00% 4.00% 0.00% 21.00%

19+ 11.00% 1.00% 3.00% 0.00% 25.00% 24.00% 3.00% 0.00% 33.00%

Description of the underlying investmentsThe underlying funds that comprise each of the two Age-Based Investment Options (as shown above in the table) are described indetail, along with the risks associated with each underlying fund, in “Part 10 – Descriptions of the Underlying Investments.”

It is important to remember that none of the Nebraska State Treasurer, the Nebraska Investment Council, the Nebraska StateInvestment Officer, the State of Nebraska or its officials/employees, the Program Manager or its authorized agents or any oftheir affiliates, or TD Ameritrade, TDAIM, or their authorized agents or affiliates can guarantee a minimum rate of return.Furthermore, funds deposited in an account are not guaranteed or insured by the FDIC, the State of Nebraska, the NebraskaInvestment Council, the Nebraska State Treasurer, the Nebraska State Investment Officer, the Program Manager or itsauthorized agents or their affiliates, TD Ameritrade, TDAIM, or their authorized agents or affiliates, or any other party. See“Part 11 – Certain Risks to Consider.”

26

PART 8 - STATIC INVESTMENT OPTIONS

Ten Static Investment OptionsThe Static Investment Options are asset allocation InvestmentOptions that invest in a set or “static” mix of domestic equity,international equity, international bond, fixed income, or moneymarket funds. The ten Static Investment Options keep the sameasset allocation between domestic equity, international equity,international bond, fixed income, and money market funds overthe life of your account. Unlike the Age-Based InvestmentOptions, they do not move to a more conservative allocation mixas the Beneficiary approaches college enrollment.

Within the Static Investment Options you may choose from theCore or the Socially Aware portfolios based on, among otherfactors, your investment goals and objectives, and your tolerancefor market volatility and investment risk.

The ten Static Investment Options you may choose from are theAggressive, Growth, Moderate Growth, Moderate, andConservative asset allocation investments.

The Core Static Investment Options provide investors withglobally diversified portfolios across U.S. and non-U.S. equity andfixed income markets. These options are comprised of low costwell-diversified ETFs that are selected based on theirperformance track record, portfolio fit, management, liquidity andexpense ratios, among other factors.

The Socially Aware Static Investment Options are sociallyresponsible portfolios that invests in companies with strong ESGpractices. These portfolios leverage socially responsible equityETFs to help align your values with your investing objectives, whilepotentially generating returns that are competitive with non-ESGstrategies.

Although the Static Investment Options keep the same assetallocation over the life of an account, as a result of market gainsand losses and earnings, the asset allocation of each of the tenStatic Investment Options may differ over time from the targetasset allocation described below. To maintain the target assetallocation for each of the Static Investment Options, the ProgramManager will rebalance each of the Static Investment Options anytime there is a positive or negative variance of two percent (2%) ormore to retain the target asset allocation described below.

You should review each of the Static Investment Options beforemaking a selection from among the Investment Options offeredthrough the Plan.

Core and Socially Aware Aggressive Static InvestmentOptionsObjectives - Core and Socially Aware Aggressive StaticInvestment Options seek to provide long-term growth byinvesting 84% of their assets in diversified investments ofdomestic and international equity funds, 15% domestic andinternational fixed income funds, and 1% money market funds.

Strategies - The Investment Options invest in funds according to afixed formula that typically results in an allocation of 50% domesticequity funds, 34% international equity funds, 13% domestic fixedincome funds, 2% international fixed income funds, and 1% moneymarket funds. The Investment Options manage cash flows tomaintain the stated asset allocation. The stock holdings in theunderlying investments consist primarily of large-cap U.S. stocks andto a lesser extent, mid- and small-cap U.S. stocks and foreign stocks.

Core and Socially Aware Growth Static InvestmentOptionsObjectives - Core and Socially Aware Growth Static InvestmentOptions seek to provide growth of capital and some currentincome by investing 68% of their assets in diversified investmentsof domestic and international equity funds, 31% domestic andinternational fixed fixed income funds, and 1% money marketfunds.

Strategies - The Investment Options invest in funds according to afixed formula that typically results in an allocation of 39%domestic equity funds, 29% international equity funds, 27%domestic fixed income funds, 4% international fixed incomefunds, and 1% money market funds. The Investment Optionsmanage cash flows to maintain the stated asset allocation. Thestock holdings in the underlying investments consist primarily oflarge-cap U.S. stocks and to a lesser extent, mid- and small-capU.S. stocks and foreign stocks.

Core and Socially Aware Moderate Growth StaticInvestment OptionsObjectives - Core and Socially Aware Moderate Growth StaticInvestment Options seek to provide growth of capital and somecurrent income by investing 47% of their assets in diversifiedinvestments of domestic and international equity funds, 52%domestic and international fixed income funds, and 1% moneymarket funds.

Strategies - The Investment Options invest in funds according to afixed formula that typically results in an allocation of 27%domestic equity funds, 20% international equity funds, 47%domestic fixed income funds, 5% international fixed incomefunds, and 1% money market funds. The Investment Optionsmanage cash flows to maintain the stated asset allocation. Thestock holdings in the underlying investments consist primarily oflarge-cap U.S. stocks and to a lesser extent, mid- and small-capU.S. stocks and foreign stocks.

Core and Socially Aware Moderate Static InvestmentOptionsObjectives - Core and Socially Aware Moderate Static InvestmentOptions seek to provide a balance of growth of capital andcurrent income by investing 36% of their assets in diversifiedinvestments of domestic and international equity funds, 63%domestic and international fixed income funds, and 1% moneymarket funds.

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Strategies - The Investment Options invest in funds according to afixed formula that typically results in an allocation of 20%domestic equity funds, 16% international equity funds, 57%domestic fixed income funds, 6% international fixed incomefunds, and 1% money market funds. The Investment Optionsmanage cash flows to maintain the stated asset allocation. Thestock holdings in the underlying index investments consistprimarily of large-cap U.S. stocks and to a lesser extent, mid- andsmall-cap U.S. stocks and foreign stocks.

Core and Socially Aware Conservative StaticInvestment OptionsObjectives - Core and Socially Aware Conservative StaticInvestment Options seek to provide current income and somegrowth of capital by investing 21% of their assets in diversifiedinvestments of domestic and international equity funds, 78%domestic and international fixed income funds, and 1% moneymarket funds.

Strategies - The Investment Options invest in funds according to afixed formula that typically results in an allocation of 11%domestic equity funds, 10% international equity funds, 76%domestic fixed income funds, 2% international fixed incomefunds, and 1% money market funds. The Investment Optionsmanage cash flows to maintain the stated asset allocation. Thestock holdings in the underlying investments consist primarily oflarge-cap U.S. stocks and to a lesser extent, mid- and small-capU.S. stocks and foreign stocks.

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The detailed asset allocation and mix of underlying funds for each of the Static Investment Options are described in the following table:

US Equity Non-US Equity US Fixed Income Non-US Fixed Income Cash

iShares Core S&P

Total US Stock

Market ETF

Vanguard FTSE

Developed

Markets ETF

Vanguard FTSE

Emerging

Markets ETF

iShares Core US

Aggregate Bond

ETF

Vanguard Short-

Term Bond ETF

Vanguard Total

International Bond

ETF

VanEck Vectors JP

Morgan EM LC Bd

ETF

Goldman Sachs

Financial SquareSM

Government Money

Market

Portfolio ITOT VEA VWO AGG BSV BNDX EMLC FGTXX

CORE

Aggressive 50.00% 23.00% 11.00% 13.00% 0.00% 0.00% 2.00% 1.00%

Growth 39.00% 20.00% 9.00% 23.00% 4.00% 2.00% 2.00% 1.00%

Moderate Growth 27.00% 14.00% 6.00% 37.00% 10.00% 2.00% 3.00% 1.00%

Moderate 20.00% 11.00% 5.00% 43.00% 14.00% 2.00% 4.00% 1.00%

Conservative 11.00% 7.00% 3.00% 51.00% 25.00% 2.00% 0.00% 1.00%

US Equity Non-US Equity US Fixed Income Non-US Fixed Income Cash

iShares ESG

MSCI USA ETF

Nuveen ESG

Small-Cap ETF

iShares ESG

MSCI EAFE

ETF

iShares ESG

MSCI EM

ETF

iShares Core US

Aggregate Bond

ETF

Vanguard Short-

Term Bond ETF

Vanguard Total

International

Bond ETF

VanEck Vectors JP

Morgan EM LC Bd

ETF

Goldman Sachs

Financial SquareSM

Government

Money Market

Portfolio ESGU NUSC ESGD ESGE AGG BSV BNDX EMLC FGTXX

SOCIALLY AWARE

Aggressive 44.00% 6.00% 23.00% 11.00% 13.00% 0.00% 0.00% 2.00% 1.00%

Growth 34.00% 5.00% 20.00% 9.00% 23.00% 4.00% 2.00% 2.00% 1.00%

Moderate Growth 24.00% 3.00% 14.00% 6.00% 37.00% 10.00% 2.00% 3.00% 1.00%

Moderate 18.00% 2.00% 11.00% 5.00% 43.00% 14.00% 2.00% 4.00% 1.00%

Conservative 10.00% 1.00% 7.00% 3.00% 51.00% 25.00% 2.00% 0.00% 1.00%

Description of the underlying investmentsEach of the underlying funds that comprise the ten Static Investment Options (as shown above in the table) is described in detail, alongwith the risks associated with each underlying fund, in “Part 10 - Descriptions of the Underlying Investments.”

It is important to remember that none of the Nebraska State Treasurer, the Nebraska Investment Council, the Nebraska StateInvestment Officer, the State of Nebraska or its officials/employees, the Program Manager or its authorized agents or theiraffiliates, or TD Ameritrade, TDAIM, or their authorized agents or affiliates can guarantee a minimum rate of return.Furthermore, funds deposited in an account are not guaranteed or insured by the FDIC, the State of Nebraska, the NebraskaInvestment Council, the Nebraska State Treasurer, the Nebraska State Investment Officer, the Program Manager or itsauthorized agents or their affiliates, TD Ameritrade, TDAIM, or their authorized agents or affiliates, or any other party. See“Part 11 - Certain Risks to Consider.”

29

PART 9 - INDIVIDUAL INVESTMENTOPTIONS

17 Individual Investment OptionsThe Individual Investment Options each invest in a single fund.You may allocate your contributions to an account among one ormore Individual Investment Options according to your investmentobjective and risk tolerance.

Since the Individual Investment Options invest in a single fund,their performance is based on the performance of the individualfund in which each of the Individual Investment Options isinvested. Performance differences for the Individual InvestmentOptions and their underlying funds may result from differences inthe timing of purchases and sales and fees charged.Consequently, the performance of each of the IndividualInvestment Options may be more volatile than the Age-Based orStatic Investment Options. Account owners do not own shares ofthe underlying funds directly, but rather own an interest in theInvestment Options offered by the Plan. Part 12 of this ProgramDisclosure Statement describes performance in greater detail.

The underlying funds in which each Individual Investment Option isinvested are described in Part 10. The Individual Investment Optionsare designed for account owners seeking a more focusedinvestment strategy. You may select an Individual Investment Optionor mix of Individual Investment Options based on, among otherfactors, your investment goals and objectives, and your tolerance formarket volatility and investment risk. You should review each of theIndividual Investment Options before making a selection fromamong the Investment Options offered through the Plan.

Underlying FundSymbol

INDIVIDUAL INVESTMENT OPTIONS

DFA World ex-US Government Fixed Income DWFIX

Goldman Sachs Financial SquareSM Government MoneyMarket FGTXX

iShares Core S&P Small-Cap ETF IJR

MetWest Total Return Bond MWTSX

State Street MSCI® ACWI ex USA Index NA

State Street S&P 500® Index NA

T. Rowe Price Large-Cap Growth TRLGX

Vanguard Emerging Markets Stock Index VEMIX

Vanguard Equity Income VEIRX

Vanguard Extended Market Index VEMPX

Vanguard Real Estate Index VGSNX

Vanguard Russell 1000 Value Index VRVIX

Vanguard Russell 2000 Growth Index VRTGX

Vanguard Short-Term Bond Index VBIPX

Vanguard Short-Term Inflation-Protected Index VTSPX

Vanguard Total Bond Market Index VBMPX

Vanguard Total Stock Market Index VITSX

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PART 10 - DESCRIPTIONS OF THEUNDERLYING INVESTMENTS

This Part 10 describes the investments that serve as theunderlying investments in the Age-Based, Static and IndividualInvestment Options. Additional information discussing the risks ofinvesting in the Plan Investment Options may be found in theunderlying fund prospectus which is available atwww.tdameritrade.com/collegesavings or upon request by callingthe Program Manager. Also see “Part 11 - Certain Risks toConsider.”

Descriptions of the underlying investments are taken from theprospectuses of the funds, as published by the investmentmanagers and described as follows. The Program Managerintends these descriptions to summarize the funds’ respectiveinvestment objectives and policies. Each of the underlying fund’sinvestment managers have reviewed and approved thesedescriptions.

For further information on the investment strategies, risks andpolicies of the underlying investments described below, pleasevisit the applicable Fund’s website and/or reference the Fund’sprospectus, fact sheet and/or annual report which are available onthe Plan’s website or available from the Program Manager uponrequest.

DFA World ex-US Government Fixed IncomeThe World ex-US Government Fund seeks its investment objective byinvesting in a universe of obligations issued primarily by non-USgovernment issuers and supranational organizations and theiragencies having investment grade credit ratings at the time ofpurchase. As a non-fundamental policy, under normal circumstances,the Fund will invest at least 80% of its net assets in fixed incomesecurities issued by foreign governments (including politicalsubdivisions) and their authorities, agencies or instrumentalities.Generally, the World ex-US Government Fund will purchase fixedincome securities that mature between five and fifteen years from thedate of settlement. The Fund ordinarily will have an averageweighted maturity, based upon market values, between three andtwelve years. Because many of the World ex-US Government Fund’sinvestments may be denominated in foreign currencies, the Fundmay also enter into forward foreign currency contracts to attempt toprotect against uncertainty in the level of future foreign currencyrates, to hedge against fluctuations in currency exchange rates or totransfer balances from one currency to another.

Risks - As with all investments, there are certain risks of investingin the Fund. The Fund’s shares will change in value, and you couldlose money by investing in the Fund. The value of the debtsecurities may increase or decrease as a result of the following:market risk, foreign securities and currencies risk, foreigngovernment debt risk, interest rate risk, non-diversification riskand credit risk. Government agency obligations have differentlevels of credit support and, therefore, different degrees of creditrisk, income risk, derivatives risk, liquidity risk, securities lendingrisk, and cyber security risk.

Goldman Sachs Financial SquareSM Government MoneyMarketThe Fund seeks to maximize current income to the extentconsistent with the preservation of capital and the maintenance ofliquidity by investing exclusively in high quality money marketinstruments. The Fund pursues the investment objective byinvesting in U.S. Treasury and government agency obligations andrepurchase agreements.

Risks - Loss of money is a risk of investing in the Fund. Aninvestment in the Fund is not a bank deposit and is not insured orguaranteed by the FDIC or any other governmental agency.

You could lose money by investing in this investment option.Although a money market fund seeks to preserve the value ofan investment at $1 per share, it cannot guarantee it will doso. Investment in the Money Market Investment Option is notinsured or guaranteed by the FDIC or any other governmentagency. The sponsor has no legal obligation to providefinancial support to the underlying fund, and you should notexpect that the sponsor will provide financial support to theunderlying fund at any time.

iShares Core S&P Small-Cap ETFThe Fund seeks to track the investment results of the S&PSmallCap 600, which measures the performance of the smallcapitalization sector of the U.S. equity market, as determined byS&P Dow Jones Indices LLC.

Risks - The risks of investing in the equity securities market includeboth short-term and prolonged price declines. The value of anequity security may decline due to factors affecting equitysecurities markets generally or particular industries represented inthe markets or factors specific to a particular security. Equitysecurities may under perform fixed income investments andsecurities market indexes that track other markets, segments andsectors. Equity securities of small-cap companies tend to presentgreater risks than equity securities of large-cap companiesbecause they are generally more volatile and can be less liquid.

iShares Core S&P Total U.S Stock Market ETFThe Fund seeks to track the investment results of the S&P TotalMarket Index™, which is comprised of the common equitiesincluded in the S&P 500® and the S&P Completion Index™.

Risks - The risks of investing in the equity securities market includeboth short-term and prolonged price declines. The value of an equitysecurity may decline due to factors affecting equity securities marketsgenerally or particular industries represented in the markets or factorsspecific to a particular security. Equity securities may under performfixed income investments and securities market indexes that trackother markets, segments and sectors. Further information on theinvestment strategies, risks and policies of this Fund can be found inthe Fund’s prospectus and statement of additional information,which is available from the Program Manager upon request.

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iShares Core U.S. Aggregate Bond ETFThe Fund seeks to track the investment results of the BloombergBarclays U.S. Aggregate Bond Index, which measures theperformance of the total U.S. investment-grade (as determined byBloomberg Index Services Limited) bond market.

Risks - The risks of investing in the Fund include both short-termand prolonged price declines. The Fund is subject to thefollowing risks which could affect the Fund’s performance:

Interest Rate Risk: An increase in interest rates may cause thevalue of securities held by the Fund to decline, may lead toheightened volatility in the fixed-income markets and mayadversely affect the liquidity of certain fixed-income investments.The historically low interest rate environment, together withrecent modest rate increases, heightens the risks associated withrising interest rates.

The Fund is also subject to call risk, credit risk, extension risk,income risk, issuer risk, prepayment risk and tracking error risk.

iShares ESG MSCI EAFE ETFThe Fund seeks to track the investment results of the MSCI EAFEExtended ESG Focus Index (the “Index”), which has beendeveloped by MSCI Inc. The Index is an optimized equity indexdesigned to reflect the equity performance of companies thathave favorable environmental, social and governance (“ESG”)characteristics, while exhibiting risk and return characteristicssimilar to those of the MSCI Market Cap Weighted Index.

ESG Investment Strategy Risk: The Fund’s ESG investmentstrategy limits the types and number of investment opportunitiesavailable to the Fund and, as a result, the Fund may underperformother funds that do not have an ESG focus. The Fund’s ESGinvestment strategy may result in the Fund investing in securitiesor industry sectors that underperform the market as a whole orunderperform other funds screened for ESG standards. Inaddition, companies selected by MSCI Inc. may not exhibitpositive or favorable ESG characteristics.

Non-U.S. Securities Risk: Investments in the securities of non-U.S.issuers are subject to the risks associated with investing in thosenon-U.S. markets, such as heightened risks of inflation ornationalization. The Fund may lose money due to political,economic and geographic events affecting issuers of non-U.S.securities or non-U.S. markets. In addition, non-U.S. securitiesmarkets may trade a small number of securities and may beunable to respond effectively to changes in trading volume,potentially making prompt liquidation of holdings difficult orimpossible at times.

iShares ESG MSCI Emerging Markets ETFThe Fund seeks to track the investment results of the MSCIEmerging Markets Extended ESG Focus Index, which has beendeveloped by MSCI Inc. The Index is an optimized equity indexdesigned to reflect the equity performance of companies thathave favorable environmental, social and governance

characteristics, while exhibiting risk and return characteristicssimilar to those of the MSCI Market Cap Weighted Index.

Risks - The risks of investing in the equity securities market includeboth short-term and prolonged price declines. The value of anequity security may decline due to factors affecting equity securitiesmarkets generally or particular industries represented in the marketsor factors specific to a particular security. Equity securities may underperform fixed income investments and securities market indexesthat track other markets, segments and sectors.

ESG Investment Strategy Risk: The Fund’s ESG investmentstrategy limits the types and number of investment opportunitiesavailable to the Fund and, as a result, the Fund may underperformother funds that do not have an ESG focus. The Fund’s ESGinvestment strategy may result in the Fund investing in securitiesor industry sectors that underperform the market as a whole orunderperform other funds screened for ESG standards. Inaddition, companies selected by MSCI Inc. may not exhibitpositive or favorable ESG characteristics.

Emerging Markets Risk: The Fund’s investments in emergingmarket issuers may be subject to a greater risk of loss thaninvestments in issuers located or operating in more developedmarkets. Emerging markets may be more likely to experienceinflation, political turmoil and rapid changes in economicconditions than more developed markets. Emerging marketsoften have less uniformity in accounting and reportingrequirements, less reliable securities valuations and greater riskassociated with custody of securities than developed markets.

iShares ESG MSCI USA ETFThe Fund seeks to track the investment results of the MSCI USAExtended ESG Focus Index, which has been developed by MSCIInc. The Index is an optimized equity index designed to reflect theequity performance of U.S. companies that have favorableenvironmental, social and governance characteristics, whileexhibiting risk and return characteristics similar to those of theMSCI USA Index.

Risks - The risks of investing in the equity securities market includeboth short-term and prolonged price declines. The value of anequity security may decline due to factors affecting equity securitiesmarkets generally or particular industries represented in the marketsor factors specific to a particular security. Equity securities may underperform fixed income investments and securities market indexesthat track other markets, segments and sectors.

ESG Investment Strategy Risk: The Fund’s ESG investmentstrategy limits the types and number of investment opportunitiesavailable to the Fund and, as a result, the Fund may underperformother funds that do not have an ESG focus. The Fund’s ESGinvestment strategy may result in the Fund investing in securitiesor industry sectors that underperform the market as a whole orunderperform other funds screened for ESG standards. Inaddition, companies selected by MSCI Inc. may not exhibitpositive or favorable ESG characteristics...

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MetWest Total Return BondThe Fund’s investment objective is to maximize current incomeand achieve above average total return consistent with prudentinvestment management over a full market cycle. The Fund seeksto outperform the broad fixed income market over time andproduce favorable relative returns in all interest rate environmentsby focusing on security selection and portfolio construction ratherthan anticipating the direction of rates. The objective is groundedin long-term value considerations.

Risks - Funds investing in U.S. government-guaranteed securitiesare neither insured nor guaranteed by the U.S. government andneither the Fund nor its yield is guaranteed by the U.S.government. Fixed income investments entail interest rate risk,the risk of issuer default, issuer credit risk, and price volatility risk.Funds investing in bonds can lose their value as interest rates riseand an investor can lose principal. Mortgage-backed and otherasset-backed securities (“MBS”) often involve risks that aredifferent from or more acute than risks associated with other typesof debt instruments. MBS related to floating rate loans mayexhibit greater price volatility than a fixed rate obligation ofsimilar credit quality. With respect to non-agency MBS, there areno direct or indirect government or agency guarantees ofpayments in pools created by non-governmental issuers. Non-agency MBS are also not subject to the same underwritingrequirements for the underlying mortgages that are applicable tothose mortgage-related securities that have a government orgovernment-sponsored entity guarantee. For a complete list ofFund risks, please see the prospectus.

Nuveen ESG Small-Cap ETFThe Fund seeks to track the investment results of the TIAA ESGUSA Small-Cap Index, which is comprised of equity securitiesissued by small capitalization companies listed on U.S. exchanges.The Index uses a rules-based methodology that seeks to provideinvestment exposure that generally replicates that of small-capbenchmarks through a portfolio of securities that adhere topredetermined environmental, social and governance (‘ESG’)criteria, controversial business involvement criteria, and low-carbon thresholds. The Index is rebalanced on a quarterly basis.

Risks - Investing involves risk; principal loss is possible. There is noguarantee the Fund’s investment objectives will be achieved. ThisETF seeks to generally track the investment results of an index;however the Fund may underperform, outperform or be morevolatile than the referenced index. In addition, because the Indexselects securities for inclusion based on environmental, social, andgovernance (ESG) criteria, the Fund may forgo some marketopportunities available to funds that don’t use these criteria. Thevalue of equity securities may decline significantly over short or

extended periods of time. Investments in smaller companies aresubject to greater volatility than those of larger companies.

State Street MSCI®1 ACWI ex USA Index2

Seeks an investment return that approximates as closely aspracticable, before expenses, the performance of the MSCI ACWIex USA Index over the long term.

An investment in the strategy is subject to a number of risks, whichinclude but are not limited to: cash position risk, concentration risk,conflicts of interest risk, counterparty risk, currency risk, custodial risk,cybersecurity risk, defensive investing risk/temporary defensivepositions, depositary receipts risk, derivatives risk, emerging marketsrisk, energy sector risk, equity investing risk, frontier markets risk,futures commission merchant risk, futures contract risks: otherexchange traded derivatives risk, geographic focus risk, hedging risk,IPO risk, index tracking risk, industrial sector risk, investment risk, largeshareholder risk, leveraging risk, limited investment program risk,liquidity risk, market capitalization risk, market disruption andgeopolitical risk, market risk, market volatility; governmentintervention risk, modeling risk, non-U.S. securities risk, indexingstrategy/index risk, risk considerations of China, portfolio turnoverrisk, re-balancing policy risk, repurchase agreement risk, restrictedsecurities risk, risk of investment in other pools, securities lending risk;risks of investment of cash collateral, settlement risk, significantwithdrawal risk, small-, mid- and micro-cap companies risk, tax risk,and utilities sector risk. A detailed description of the risks of investingin this strategy is included in the Strategy Disclosure Document, whichis available from the Program Manager upon request.

Risk management does not promise any level of performance orguarantee against loss of principal. State Street encouragesinvestors to seek the advice of well-qualified financial and taxadvisors, accountants, attorneys and other professionals beforemaking any investment or retirement decision.

State Street S&P 500®3 Index4

Seeks an investment return that approximates as closely aspracticable, before expenses, the performance of the S&P 500®

Index over the long term.

An investment in the strategy is subject to a number of risks,which include but are not limited to: cash position risk,concentration risk, conflicts of interest risk, counterparty risk,custodial risk, cybersecurity risk, derivatives risk, equity investingrisk, futures commission merchant risk, futures contract risks: otherexchange traded derivatives risk, geographic focus risk, growthstock risk, hedging risk, IPO risk, index tracking risk, investmentrisk, large shareholder risk, limited investment program risk,liquidity risk, market capitalization risk, market disruption and..

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1 The MSCI ACWI ex USA Index is a trademark of MSCI Inc.2 State Street Global Advisors Trust Company has been appointed as discretionary trustee over the assets invested in these trust accounts and may commingle the particular

trust property into a bank maintained common trust fund. These trust accounts are exempt from registration with the Securities and Exchange Commission.3 The S&P 500® Index is a product of S&P Dow Jones Indices LLC (“SPDJI”), and has been licensed for use by State Street. Standard & Poor’s® and S&P® are registered

trademarks of Standard & Poor’s Financial Services LLC (“S&P”); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”). The productsare not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, their respective affiliates and none of such parties make any representation regarding theadvisability of investing in such product(s) nor do they have any liability for any errors, omissions, or interruptions of the S&P 500® Index.

4 State Street Global Advisors Trust Company has been appointed as discretionary trustee over the assets invested in these trust accounts and may commingle the particulartrust property into a bank maintained common trust fund. These trust accounts are exempt from registration with the Securities and Exchange Commission.

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geopolitical risk, market risk, market volatility; governmentintervention risk, modeling risk, index strategy/index risk, portfolioturnover risk, repurchase agreement risk, restricted securities risk,risk of investment in other pools, securities lending risk; risks ofinvestment of cash collateral, significant withdrawal risk, small-,mid- and micro-cap companies risk, tax risk, and value stock risk.A detailed description of the risks of investing in this strategy isincluded in the Strategy Disclosure Document which is availablefrom the Program Manager upon request.

T. Rowe Price Large-Cap GrowthThe Fund seeks to provide long-term capital appreciation throughinvestments in common stocks of growth companies. In taking agrowth approach to investment selection, the Fund will normallyinvest at least 80% of its net assets in the common stocks of large-cap companies. The Fund defines a large-cap company as onewhose market cap is larger than the median market cap ofcompanies in the Russell 1000® Growth Index, a widely usedbenchmark of the largest domestic growth stocks.

Risks - As with all equity funds, this Fund’s share price can fallbecause of weakness in the broad market, a particular industry, orspecific holdings. The investment approach reflects a belief thatwhen a company increases its earnings faster than both inflationand the overall economy, the market will eventually reward it witha higher stock price.

The Fund is nondiversified, and has the ability to invest a largerpercentage of its assets in the securities of a smaller number ofissuers than a diversified fund. As a result, poor performance by asingle issuer could adversely affect Fund performance more thanif the Fund were invested in a larger number of issuers.

VanEck Vectors JP Morgan Emerging Markets LC BondETFThe Fund seeks to replicate as closely as possible, before fees andexpenses, the price and yield performance of the J.P. Morgan GBI-EM Global Core Index (the “Index”). The Index is comprised ofbonds issued by emerging market governments and denominatedin the local currency of the issuer. The Fund normally invests atleast 80% of its total assets in securities that comprise the Index.Because of the practical difficulties and expense of purchasing allof the securities in the Index, the Fund does not purchase all of thesecurities in the Index. Instead, the Adviser utilizes a “sampling”methodology in seeking to achieve the Fund’s objective. As such,the Fund may purchase a subset of the bonds in the Index in aneffort to hold a portfolio of bonds with generally the same risk andreturn characteristics of the Index. For more information, includingFund holdings, characteristics and performance, please visitwww.vaneck.com/emlc.

Risks - An investment in the Fund may be subject to risks whichinclude, among others, foreign securities, investing in Asian,European, Latin American and emerging market issuers, foreigncurrency, credit, interest rate, high yield securities, sovereignbond, cash transactions, market, operational, sampling, indextracking, authorized participant concentration, no guarantee ofactive trading market, trading issues, passive management, fund

shares trading, premium/discount and liquidity of fund shares,issuer-specific changes, non-diversified and concentration risks, allof which may adversely affect the Fund.

Vanguard Emerging Markets Stock IndexThe Fund employs an indexing investment approach designed totrack the performance of the FTSE Emerging Markets All CapChina A Inclusion Index, a market-capitalization-weighted indexthat is made up of approximately 4,020 common stocks of large-,mid-, and small-cap companies located in emerging marketsaround the world. The Fund invests by sampling the Index,meaning that it holds a broadly diversified collection of securitiesthat, in the aggregate, approximates the Index in terms of keycharacteristics. These key characteristics include industryweightings and market capitalization, as well as certain financialmeasures, such as price/earnings ratio and dividend yield.

Risks - An investment in the Fund could lose money over short orlong periods of time. You should expect the Fund’s share priceand total return to fluctuate within a wide range. The Fund issubject to the following risks, which could affect the Fund’sperformance.

Emerging markets risk: The chance that the stocks of companieslocated in emerging markets will be substantially more volatile,and substantially less liquid, than the stocks of companies locatedin more developed foreign markets because, among otherfactors, emerging markets can have greater custodial andoperational risks; less developed legal, tax, regulatory, andaccounting systems; and greater political, social, and economicinstability than developed markets.

Country/regional risk: The chance that world events—such aspolitical upheaval, financial troubles, or natural disasters—willadversely affect the value of securities issued by companies inforeign countries or regions. Because the Fund may invest a largeportion of its assets in securities of companies located in any onecountry or region, the Fund’s performance may be hurtdisproportionately by the poor performance of its investments inthat area.

Currency risk: The chance that the value of a foreign investment,measured in U.S. dollars, will decrease because of unfavorablechanges in currency exchange rates. Currency risk is especiallyhigh in emerging markets.

China A-shares risk: The chance that the Fund may not be able toaccess a sufficient amount of China A-shares to track its targetindex. China A-shares are only available to foreign investorsthrough a quota license or the China Stock Connect program.

The Fund is also subject to stock market risk and index samplingrisk.

Vanguard Equity IncomeThe Fund invests mainly in common stocks of mid-size and largecompanies whose stocks typically pay above-average levels of..

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dividend income and are, in the opinion of the purchasingadvisor, undervalued relative to other such stocks. In addition, theadvisors generally look for companies that they believe arecommitted to paying dividends consistently. Under normalcircumstances, the Fund will invest at least 80% of its assets inequity securities. The Fund uses multiple investment advisors.Each advisor independently selects and maintains a portfolio ofcommon stocks for the Fund.

Risks - An investment in the Fund could lose money over short orlong periods of time. You should expect the Fund’s share priceand total return to fluctuate within a wide range. The Fund issubject to the following risks, which could affect the Fund’sperformance:

Investment style risk: The chance that returns from mid- and large-capitalization dividend-paying value stocks will trail returns fromthe overall stock market. Mid-and large-cap stocks each tend togo through cycles of doing better - or worse - than othersegments of the stock market or the stock market in general.These periods have, in the past, lasted for as long as severalyears. Historically, mid-cap stocks have been more volatile in pricethan large-cap stocks.

This Fund is also subject to asset concentration risk, manager riskand stock market risk.

Vanguard Extended Market IndexThe Fund employs an indexing investment approach designed totrack the performance of the Standard & Poor’s CompletionIndex, a broadly diversified index of stocks of small- and mid-sizeU.S. companies. The S&P Completion Index contains all of theU.S. common stocks regularly traded on the New York StockExchange and the Nasdaq over-the-counter market, except thosestocks included in the S&P 500 Index. The Fund invests bysampling the Index, meaning that it holds a broadly diversifiedcollection of securities that, in the aggregate, approximates thefull Index in terms of key characteristics. These key characteristicsinclude industry weightings and market capitalization, as well ascertain financial measures, such as price/earnings ratio anddividend yield.

Risks - An investment in the Fund could lose money over short orlong periods of time. You should expect the Fund’s share priceand total return, to fluctuate within a wide range. The Fund issubject to the following risks, which could affect the Fund’sperformance:

Stock market risk: The chance that stock prices overall will decline.Stock markets tend to move in cycles, with periods of rising pricesand periods of falling prices. The Fund’s target index tracks asubset of the U.S. stock market, which could cause the Fund toperform differently from the overall stock market. In addition theFund’s target index may, at times, become focused in stocks of aparticular market sector, which would subject the Fund toproportionately higher exposure to the risks of that sector.

The Fund is also subject to investment style risk and indexsampling risk.

Vanguard FTSE Developed Markets ETFThe Fund employs an indexing investment approach designed totrack the performance of the FTSE Developed All Cap ex USIndex, a market-capitalization-weighted index that is made up ofapproximately 3,885 common stocks of large-, mid-, and small-cap companies located in Canada and the major markets ofEurope and the Pacific region. The Fund attempts to replicate thetarget index by investing all, or substantially all, of its assets in thestocks that make up the Index, holding each stock inapproximately the same proportion as its weighting in the Index.

Risks - An investment in the Fund could lose money over short orlong periods of time. You should expect the Fund’s share priceand total return to fluctuate within a wide range. The Fund issubject to the following risks, which could affect the Fund’sperformance.

Country/regional risk: The chance that world events—such aspolitical upheaval, financial troubles, or natural disasters—willadversely affect the value of securities issued by companies inforeign countries or regions. Because the Fund may invest a largeportion of its assets in securities of companies located in any onecountry or region, the Fund’s performance may be hurtdisproportionately by the poor performance of its investments inthat area. Significant investments in Japan and the UnitedKingdom (U.K.) subject the Index and the Fund to proportionatelyhigher exposure to Japanese and U.K. country risk.

Currency risk: The chance that the value of a foreign investment,measured in U.S. dollars, will decrease because of unfavorablechanges in currency exchange rates.

The Fund is also subject to stock market risk and investment stylerisk. Because ETF shares are traded on an exchange, they aresubject to additional risks.

Vanguard FTSE Emerging Markets ETFThe Investment Option invests 100% of its assets in VanguardFTSE Emerging Markets ETF. The Fund employs an indexinginvestment approach designed to track the performance of theFTSE Emerging Markets All Cap China A Inclusion Index, amarket-capitalization-weighted index that is made up ofapproximately 4,020 common stocks of large-, mid-, and small-cap companies located in emerging markets around the world.The Fund invests by sampling the Index, meaning that it holds abroadly diversified collection of securities that, in the aggregate,approximates the Index in terms of key characters. These keycharacteristics include industry weightings and marketcapitalization, as well as certain financial measures, such as price/earnings ratio and dividend yield.

Risks - An investment in the Fund could lose money over short orlong periods of time. You should expect the Fund’s share price

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and total return to fluctuate within a wide range. The Fund issubject to the following risks, which could affect the Fund’sperformance:

Country/Regional risk: The chance that world events-such aspolitical upheaval, financial troubles, or natural disasters-willadversely affect the value of securities issued by companies inforeign countries or regions. Because the Fund may invest a largeportion of its assets in securities of companies located in any onecountry or region, the Fund’s performance may be hurtdisproportionately by the poor performance of its investments inthat area.

Emerging markets risk: The chance that the stocks of companieslocated in emerging markets will be substantially more volatile,and substantially less liquid, than the stocks of companies locatedin more developed foreign markets because, among otherfactors, emerging markets can have greater custodial andoperational risks; less developed legal, regulatory, andaccounting systems; and greater political, social, and economicinstability than developed markets.

Currency risk: The chance that the value of a foreign investment,measured in U.S. dollars, will decrease because of unfavorablechanges in currency exchange rates. Currency risk is especiallyhigh in emerging markets.

China A-shares risk: The chance that the Fund may not be able toaccess a sufficient amount of China A-shares to track its targetindex. China A-shares are only available to foreign investorsthrough a quota license or the China Stock Connect program.

This Fund is also subject to stock market risk and index samplingrisk. Because ETF shares are traded on an exchange, they aresubject to additional risks.

Vanguard Real Estate IndexThe Fund employs an indexing investment approach designed totrack the performance of the MSCI® US Investable Market RealEstate 25/50 Index, an index that is made up of stocks of large,mid-size, and small U.S. companies within the real estate sector,as classified under the Global Industry Classification Standard(GICS). The GICS real estate sector is composed of equity realestate investment trusts (known as REITs), which includesspecialized REITs, and real estate management and developmentcompanies. The Fund attempts to track the Index by investing all,or substantially all, of its assets - either directly or through a whollyowned subsidiary (the underlying fund), which is itself a registeredinvestment company - in the stocks that make up the Index,holding each stock in approximately the same proportion as itsweighting in the Index. The Fund may invest a portion of its assetsin the underlying fund.

Risks - An investment in the Fund could lose money over short orlong periods of time. You should expect the Fund’s share price andtotal return to fluctuate within a wide range. The Fund is subject tothe following risks, which could affect the Fund’s performance:

Industry concentration risk: The chance that the stocks of REITsand other real estate-related investments will decline because ofadverse developments affecting the real estate industry and realproperty values. Because the Fund concentrates its assets in thesestocks, industry concentration risk is high.

This Fund is also subject to stock market risk, interest rate risk,investment style risk, and nondiversification risk.

Vanguard Russell 1000 Value IndexThe Fund employs an indexing investment approach designed totrack the performance of the Russell 1000 Value Index. The Indexis designed to measure the performance of large-capitalizationvalue stocks in the United States.

The Fund attempts to replicate the target index by investing all,or substantially all, of its assets in the stocks that make up theIndex, holding each stock in approximately the same proportionas its weighting in the Index.

Risks - An investment in the Fund could lose money over short orlong periods of time. You should expect the Fund’s share priceand total return to fluctuate within a wide range. The Fund issubject to the following risks, which could affect the Fund’sperformance:

Investment style risk: The chance that returns from large-capitalization value stocks will trail returns from the overall stockmarket. Large-cap value stocks tend to go through cycles ofdoing better—or worse—than other segments of the stockmarket or the stock market in general. These periods have, in thepast, lasted for as long as several years.

This Fund is also subject to stock market risk.

Vanguard Russell 2000 Growth IndexThe Fund employs an indexing investment approach designed totrack the performance of the Russell 2000 Growth Index. TheIndex is designed to measure the performance of small-capitalization growth stocks in the United States. The Fundattempts to replicate the target index by investing all, orsubstantially all, of its assets in the stocks that make up the Index,holding each stock in approximately the same proportion as itsweighting in the Index.

Risks - An investment in the Fund could lose money over short orlong periods of time. You should expect the Fund’s share priceand total return to fluctuate within a wide range. The Fund issubject to the following risks, which could affect the Fund’sperformance.

Investment style risk: The chance that returns from small-capitalization growth stocks will trail returns from the overall stockmarket. Historically, small-cap stocks have been more volatile inprice than the large-cap stocks that dominate the overall market,and they often perform quite differently. Small companies tend to

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have greater stock volatility because, among other things, thesecompanies tend to be more sensitive to changing economicconditions.

The Fund is also subject to stock market risk.

Vanguard Short-Term Bond ETFThe Fund employs an indexing investment approach designed totrack the performance of the Bloomberg Barclays U.S. 1-5 YearGovernment/Credit Float Adjusted Index, which includes allmedium and larger issues of U.S. government, investment-gradecorporate, and investment-grade international dollar-denominatedbonds that have maturities between one and five years and arepublicly issued. The Fund invests by sampling the Index, meaningthat it holds a range of securities that, in the aggregate,approximates the full Index in terms of key risk factors and othercharacteristics. All of the Fund’s investments will be selectedthrough the sampling process, and at least 80% of the Fund’sassets will be invested in bonds held in the Index. The Fundmaintains a dollar-weighted average maturity consistent with thatof the Index, which generally does not exceed three years.

Risks - The Fund is designed for investors with a low tolerance forrisk, but you could still lose money by investing in it. The Fund issubject to the following risks, which could affect the Fund’sperformance.

Income risk: The chance that the Fund’s income will declinebecause of falling interest rates. Income risk is generally high forshort-term bond funds, so investors should expect the Fund’smonthly income to fluctuate.

The Fund is also subject to interest rate risk, credit risk, indexsampling risk, and liquidity risk. Because ETF shares are traded onan exchange, they are subject to additional risks.

Vanguard Short-Term Bond IndexThe Fund employs an indexing investment approach designed totrack the performance of the Bloomberg Barclays U.S. 1-5 YearGovernment / Credit Float Adjusted Index. This Index includes allmedium and larger issues of U.S. government, investment gradecorporate, and investment-grade international dollar denominatedbonds that have maturities between one and five years and arepublicly issued. The Fund invests by sampling the Index, meaningthat it holds a range of securities that, in the aggregate,approximates the full Index in terms of key risk factors and othercharacteristics. All of the Fund’s investments will be selectedthrough the sampling process, and at least 80% of the Fund’sassets will be invested in bonds held in the Index. The Fundmaintains a dollar-weighted average maturity consistent with thatof the Index, which generally does not exceed three years.

Risks - The Fund is designed for investors with a low tolerance forrisk, but you could still lose money by investing in it. The Fund issubject to the following risks, which could affect the Fund’sperformance:

Income risk: The chance that the Fund’s income will declinebecause of falling interest rates. Income risk is generally high forshort-term bond funds, so investors should expect the Fund’smonthly income to fluctuate.

This Fund is also subject to interest rate risk, credit risk, liquidityrisk, and index sampling risk.

Vanguard Short-Term Inflation-Protected IndexThe Fund employs an indexing investment approach designed totrack the performance of the Bloomberg Barclays U.S. TreasuryInflation-Protected Securities (TIPS) 0-5 Year Index. The Index is amarket-capitalization-weighted index that includes all inflation-protected public obligations issued by the U.S. Treasury withremaining maturities of less than five years.

The Fund attempts to replicate the target index by investing all,or substantially all, of its assets in the securities that make up theIndex, holding each security in approximately the sameproportion as its weighting in the Index. The Fund maintains adollar-weighted average maturity consistent with that of thetarget index, which generally does not exceed three years.

Risks - The Fund is designed for investors with a low tolerance forrisk, but you could still lose money by investing in it. The Fund issubject to income fluctuations, which could affect the Fund’sperformance. The Fund’s quarterly income distributions are likelyto fluctuate considerably more than the income distributions of atypical bond fund. In fact, under certain conditions, the Fund maynot have any income to distribute. Income fluctuations associatedwith changes in interest rates are expected to be low, however,income fluctuations associated with changes in inflation areexpected to be high. Overall, investors can expect incomefluctuations to be high for the Fund.

The Fund is also subject to real interest rate risk.

Vanguard Total Bond Market IndexThe Fund employs an indexing investment approach designed totrack the performance of the Bloomberg Barclays U.S. AggregateFloat Adjusted Index. This Index represents a wide spectrum ofpublic, investment-grade, taxable, fixed income securities in theU.S. – including government, corporate, and international dollar-denominated bonds, as well as mortgage-backed and asset-backed securities-all with maturities of more than 1 year. TheFund invests by sampling the Index, meaning that it holds abroadly diversified collection of securities that, in the aggregate,approximates the full Index in terms of key risk factors and othercharacteristics. All of the Fund’s investments will be selectedthrough the sampling process, and at least 80% of the Fund’sassets will be invested in bonds held in the Index. The Fundmaintains a dollar-weighted average maturity consistent with thatof the Index, which generally ranges between five and ten years.

Risks - An investment in the Fund could lose money over short orlong periods of time. You should expect the Fund’s share price

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37

and total return to fluctuate within a wide range. The Fund issubject to the following risks, which could affect the Fund’sperformance:

Interest rate risk: The chance that bond prices will declinebecause of rising interest rates. Interest rate risk should bemoderate for the Fund because it invests primarily in short andintermediate-term bonds, whose prices are less sensitive tointerest rate changes than are the prices of long-term bonds.

The Fund is also subject to income risk, credit risk, prepaymentrisk, extension risk, call risk, liquidity risk, and index sampling risk.

Vanguard Total International Bond ETFThe Fund employs an indexing investment approach designed totrack the performance of the Bloomberg Barclays GlobalAggregate ex-USD Float Adjusted RIC Capped Index (USDHedged), which provides a broad-based measure of the global,investment-grade, fixed-rate debt markets. The Index includesgovernment, government agency, corporate, and securitized non-U.S. investment-grade fixed income investments, all issued incurrencies other than the U.S. dollar and with maturities of morethan one year. The Index is capped to comply with investmentcompany diversification standards of the Internal Revenue Code.The Index methodology is not designed to satisfy thediversification requirements of the Investment Company Act of1940. The Fund will attempt to hedge its foreign currencyexposure, primarily through the use of foreign currency exchangeforward contracts, in order to correlate to the returns of the Index,which is U.S. dollar hedged. Such hedging is intended to minimizethe currency risk associated with investment in bondsdenominated in currencies other than the U.S. dollar. The Fundinvests by sampling the Index, meaning that it holds a range ofsecurities that, in the aggregate, approximates the full Index interms of key risk factors and other characteristics. All of the Fund’sinvestments will be selected through the sampling process and,under normal circumstances, at least 80% of the Fund’s assets willbe invested in bonds included in the Index. The Fund maintains adollar-weighted average maturity consistent with that of the Index.

Risks - An investment in the Fund could lose money over short orlong periods of time. You should expect the Fund’s share priceand total return to fluctuate within a wide range. The Fund issubject to the following risks, which could affect the Fund’sperformance.

Country/regional risk: The chance that world events—such aspolitical upheaval, financial troubles, or natural disasters—willadversely affect the value and/or liquidity of securities issued byforeign companies, governments, or government agencies.Because the Fund may invest a large portion of its assets in bondsof issuers located in a particular country or region, the Fund’sperformance may be hurt disproportionately by the poorperformance of its investments in that area. Country/regional riskfor the Fund is high.

The Fund is also subject to interest rate risk, income risk, non-diversification risk, credit risk, call risk, index sampling risk,currency risk, currency hedging risk, and derivatives risk. BecauseETF shares are traded on an exchange, they are subject toadditional risks.

Vanguard Total Stock Market IndexThe Fund employs an indexing investment approach designed totrack the performance of the CRSP US Total Market Index whichrepresents approximately 100% of the investable U.S. stockmarket and includes large-, mid-, small-, and micro-cap stocksregularly traded on the New York Stock Exchange and Nasdaq.The Fund invests by sampling the Index, meaning that it holds abroadly diversified collection of securities that, in the aggregate,approximates the full Index in terms of key characteristics. Thesekey characteristics include industry weightings and marketcapitalization, as well as certain financial measures, such as price/earnings ratio and dividend yield.

Risks - An investment in the Fund could lose money over short orlong periods of time. You should expect the Fund’s share priceand total return to fluctuate within a wide range. The Fund issubject to the following risks, which could affect the Fund’sperformance:

Stock market risk: The chance that stock prices overall will decline.Stock markets tend to move in cycles, with periods of rising pricesand periods of falling prices. In addition, the Fund’s target indexmay, at times, become focused in stocks of a particular marketsector, which would subject the Fund to proportionately higherexposure to the risks of that sector.

The Fund is also subject to index sampling risk.

It is important to remember that none of the Nebraska StateTreasurer, the Nebraska Investment Council, the NebraskaState Investment Officer, the State of Nebraska or its officialsand employees, the Program Manager or its authorizedagents or their affiliates, or TD Ameritrade, TDAIM, or theirauthorized agents or affiliates can guarantee a minimum rateof return. Furthermore, funds deposited in an account are notguaranteed or insured by the FDIC, the State of Nebraska, theNebraska Investment Council, the Nebraska State Treasurer,the Nebraska State Investment Officer, the Program Manageror its authorized agents or their affiliates, TD Ameritrade,TDAIM, or their authorized agents or affiliates or any otherparty. The value of your account may vary depending onmarket conditions, the performance of the Investment Optionyou select, timing of purchases, and fees. The value of youraccount could be more or less than the amount you contributeto your account. In short, you could lose money. See “Part 11- Certain Risks to Consider.”

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PART 11 - CERTAIN RISKS TO CONSIDER

Opening an account involves certain risks. Among other thingsdiscussed in this Program Disclosure Statement, you shouldcarefully consider the following risks before completing anEnrollment Form. You also should read this ProgramDisclosure Statement carefully before making a decision toopen an account.

Investment risksAn account’s value may decline. As with any investment, there canbe no assurance that the value of your account will grow at anyparticular rate or that it will not decline. The value of the securitiesin which the Investment Options invest will change due to marketfluctuations and other factors, which will not be in the control ofthe Nebraska Investment Council, the Trustee, the ProgramManager, TD Ameritrade, or TDAIM. If the value of thesesecurities declines, you may lose some or all of the principal inyour account. None of the Nebraska State Treasurer, theNebraska Investment Council, the Nebraska State InvestmentOfficer, the State of Nebraska or its officials/employees, ProgramManager or its authorized agents or their affiliates, orTD Ameritrade, TDAIM or their authorized agents or affiliatesguarantees any minimum rate of return or any return on youraccount or that you will not lose some or all of the principalamount invested.

No insurance or guaranteesYour account is not guaranteed or insured by the FDIC, the Stateof Nebraska, the Nebraska Investment Council, the NebraskaState Treasurer, the Nebraska State Investment Officer, FirstNational Bank of Omaha or its authorized agents or their affiliates,TD Ameritrade, TDAIM, or their authorized agents or affiliates, orany other federal or state entity or person.

Investment Options have certain risksEach of the Investment Options is subject to certain risks that mayaffect performance. Set forth below is a list of the major risksapplicable to the Investment Options. In addition, see thedescriptions of each of the underlying funds in each of theInvestment Options. For a description of the risks associated withthe underlying funds of each Investment Option, see “Part 9 -Individual Investment Options.”

• Call risk. The chance that during periods of falling interestrates, issuers of callable bonds may call (redeem) securitieswith higher coupon rates or interest rates before theirmaturity dates. The fund would then lose any priceappreciation above the bond’s call price and would be forcedto reinvest the unanticipated proceeds at lower interest rates,resulting in a decline in the funds income.

• Concentration risk. To the extent that an Investment Optionis exposed to securities of a single country, region, industry,structure or size, its performance may be unduly affected byfactors common to the type of securities involved.

• Credit risk. The value or yield of a bond or money marketsecurity could fall if its credit backing deteriorates. In moreextreme cases, default or the threat of default could cause asecurity to lose most or all of its value. Credit risks are higherin high-yield bonds.

• ETF risks. Because ETF shares are traded on an exchange,they are subject to additional risks. The ETF shares madeavailable through the Plan are listed for trading on NYSE Arcaand can be bought and sold on the secondary market atmarket prices. Although it is expected that the market priceof an ETF share typically will approximate its net asset value(NAV), there may be times when the market price and theNAV vary significantly. Thus, the Plan may pay more or lessthan NAV when it buys ETF shares on the secondary market,and may receive more or less than NAV when it sells thoseshares. Although the ETF shares available through the Planare listed for trading on the NYSE Arca, it is possible that anactive trading market may not be maintained. Trading of ETFshares on NYSE Arca may be halted if NYSE Arca officialsdeem such action appropriate, if the ETF shares are delistedfrom NYSE Arca, or if the activation of market wide tradinghalts (which halt trading for a specific period of time when theprice of a particular security or overall market prices declineby a specified percentage).

• Extension risk. The chance that during periods of risinginterest rates, certain debt securities will be paid offsubstantially more slowly than originally anticipated, and thevalue of those securities may fall. Extension risk is generallylow for short-term bonds.

• Foreign investment risk. Foreign stocks and bonds tend tobe more volatile and may be less liquid than their U.S.counterparts. The reasons for such volatility can includegreater political and social instability, lower market liquidity,higher costs, less stringent investor protections, and inferiorinformation on issuer finances. In addition, the dollar value ofmost foreign currencies changes daily. All of these risks tendto be higher in emerging markets than in developed markets.

• Index sampling risk. The chance that the securities selectedfor the fund, in the aggregate, will not provide investmentperformance matching that of the fund’s target index.

• Interest rate risk. A rise in interest rates typically causesbond prices to fall. Bonds with longer maturities and highercredit quality tend to be more sensitive to changes in interestrates, as are mortgage-backed bonds. Short- and long-terminterest rates do not necessarily move the same amount or inthe same direction. Money market investments are alsoaffected by interest rates, particularly short-term rates, but inthe opposite way: when short-term interest rates fall, moneymarket yields usually fall as well. Bonds that can be paid offbefore maturity, such as mortgage-backed securities, tend tobe more volatile than other types of debt securities.

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39

• Investment style risk. The chance that returns from the typesof stocks the Investment Option invests in (small, mid, orlarge capitalization stocks) will trail returns from the overallstock market. Historically, these stocks have performed quitedifferently from the overall market.

• Issuer risk. Changes in an issuer’s business prospects orfinancial condition, including those resulting from concernsover accounting or corporate governance practices, couldsignificantly affect an Investment Option’s performance if theInvestment Option has sufficient exposure to those securities.

• Management risk. An Investment Option’s performancecould suffer if the investment fund or funds in which it investsunderperforms.

• Market risk. Securities prices change every business day,based on investor reactions to economic, political, market,industry and corporate developments. At times, these pricechanges may be rapid and dramatic. Some factors may affectthe market as a whole, while others affect particularindustries, firms, or sizes or types of securities. Market riskprimarily affects stocks, but also affects high-yield bonds and,to a lesser extent, higher quality bonds.

• Prepayment risk. The chance that during periods of fallinginterest rates, homeowners will refinance their mortgagesbefore their maturity dates, resulting in prepayment ofmortgage-backed securities held by the fund. The fundwould then lose any price appreciation above the mortgagesprincipal and would be forced to reinvest the unanticipatedproceeds at lower interest rates, resulting in a decline in thefund’s income.

• Static Socially Aware portfolios risk. Investors consideringthe Socially Aware Investment Options should be aware ofthe differences from the Core Investment Options. TheSocially Aware Investment Options invest a portion of itsassets in certain equity ETFs that include companies thatscore highly on social responsibility factors and minimizeexposure to companies that score poorly on those factors. Inaddition, the Socially Aware Static Investment Options are:

• Typically less diversified than comparable broad marketETFs because they exclude certain companies andindustries;

• Typically less liquid than ETFs that track comparableasset classes;

• Subject to higher expense ratios than the expense ratiosfor comparable broad market ETFs; and

• Subject to the risk that because social criteria excludesecurities of certain issuers for non-financial reasons,investors may forego some market opportunitiesavailable to those who do not use these criteria.

Individual Investment Options are not as diversified asother Investment OptionsThe Individual Investment Options are designed to invest in asingle fund. Individual Investment Options, by design, are not asdiverse as the Age-Based and Static Investment Options, whichare invested in a number of different investments. Since eachIndividual Investment Option is only invested in one fund, theperformance of the Individual Investment Option is dependent onthe performance of that one underlying fund. Performancedifferences for the Individual Investment Options and theirunderlying funds may result from differences in the timing ofpurchases and sales and fees charged. Consequently, theperformance of each of the Individual Investment Options may bemore volatile than the Age-Based and Static Investment Options.Part 12 of this Program Disclosure Statement describesperformance in greater detail.

Program risks• Possible changes to the TD Ameritrade 529 College

Savings Plan - The Nebraska State Treasurer, NebraskaInvestment Council and the Program Manager reserve theright to make changes to the Plan at any time. These changesmay include changes to the underlying funds in which thePlan invests and changes to the expenses the Plan imposes. Ifthe underlying funds are changed, the fees and expenses ofthe replacement funds may be higher or lower and thereplacement funds may achieve different performance resultsthan the funds the Plan currently utilizes.

• Limitation on investment selection - An account owner mayonly change the investment election for an account twice percalendar year or upon a change in Beneficiary. If an accountowner has multiple accounts in the Plan for the sameBeneficiary, or multiple accounts in the TD Ameritrade 529College Savings Plan, the NEST Direct Plan, the NESTAdvisor Plan, or the State Farm 529 Savings Plan, the accountowner may change the Investment Options in all accountswithout tax consequences, so long as the changes to all ofthe accounts are made at the same time and no morefrequently than twice per calendar year or upon a change ofBeneficiary.

• Illiquidity of account - Funds in your account will be subjectto the terms and conditions of the Plan and the ParticipationAgreement. These provisions may limit your ability towithdraw funds or to transfer these funds. Under nocircumstances may any interest in an account or the Plan beused as security for a loan.

• Acceptance to an Eligible Educational Institution is notguaranteed - There is no guarantee that a Beneficiary will beadmitted to, or permitted to continue to attend, any EligibleEducational Institution. If the Beneficiary does not attend anEligible Educational Institution, withdrawals from youraccount may be subject to state and federal taxes andpenalties.

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40

• Qualified Higher Education Expenses may exceed thebalance in your account - Even if you make the maximumamount of contributions to your account, the balance maynot be sufficient to cover the Beneficiary’s Qualified HigherEducation Expenses.

• Plan does not create Nebraska residency - Neither openingnor contributing to a Plan account creates Nebraskaresidency status for you or a Beneficiary for purposes ofdetermining the rate of tuition charged by a NebraskaEligible Educational Institution.

• Laws governing 529 qualified tuition programs maychange - There is a risk that federal and state laws andregulations governing 529 plans could change in the future.The proposed federal Treasury regulations that have beenissued under Code Section 529 provide guidance andrequirements for the establishment and operation of theTrust but do not provide guidance on all aspects of the Trust.Final regulations or other administrative guidance or courtdecisions might be issued that could adversely impact thefederal tax consequences or requirements with respect to theTrust or contributions to or withdrawals from your account.

In addition, Code Section 529 or other federal law could beamended in a manner that materially changes the federal taxtreatment of contributions to and withdrawals from youraccount. You should understand that changes in the lawgoverning the federal and/or state tax consequencesdescribed in this Program Disclosure Statement mightnecessitate material changes to the Trust for the anticipatedtax consequences to apply. Furthermore, the Trust has beenestablished pursuant to Nebraska law, the guidelines andprocedures adopted by the Nebraska State Treasurer, andapplicable securities laws. Changes to any of those laws orregulations may also affect the operation and tax treatmentof the Trust, as described in this Program DisclosureStatement.

Impact on the Beneficiary’s ability to receive financialaidThe eligibility of the Beneficiary for financial aid may dependupon the circumstances of the Beneficiary’s family at the time theBeneficiary enrolls in an Eligible Educational Institution, as well ason the policies of the governmental agencies, school or privateorganizations to which the Beneficiary and/or the Beneficiary’sfamily applies for financial assistance. Because saving for collegewill increase the financial resources available to the Beneficiaryand the Beneficiary’s family, it most likely will have some effect onthe Beneficiary’s eligibility. These policies vary at differentinstitutions and can change over time. Therefore, no person orentity can say with certainty how the federal aid programs, or theschool to which the Beneficiary applies, will treat your account.However, financial aid programs administered by agencies of theState of Nebraska will not take your account balance intoconsideration, except as may be otherwise provided by federallaw.

Medicaid and other federal and state benefitsThe effect of an account on eligibility for Medicaid or other stateand federal benefits is uncertain. It is possible that an account willbe viewed as a “countable resource” in determining anindividual’s financial eligibility for Medicaid. Withdrawals from anaccount during certain periods also may have the effect ofdelaying the disbursement of Medicaid payments. You shouldconsult a qualified advisor to determine how an account mayaffect eligibility for Medicaid or other state and federal benefits.

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PART 12 - PERFORMANCE

The performance chart below includes performance for investments in the Plan as of July 31, 2019. Performance information for the newInvestment Options available November 18, 2019 are not shown at this time because those Investment Options are new as of the dateof this Program Disclosure Statement. There is no past performance to report at this time for the new Investment Options. Performancedata for the most recent month-end is available on the TD Ameritrade 529 College Savings Plan’s website. Please keep in mind, pastperformance – especially short-term past performance – is not a guarantee of future results. Investment returns and principal values willfluctuate, so that account owners’ interests in an Investment Option may be worth more or less than their original costs. Currentperformance may be lower or higher then the performance data cited.

No ownership in underlying investmentsAccount owners do not own shares of the underlying funds directly, but rather own interests in the Investment Options of the Plan. As aresult, the performance of the Investment Options will differ from the performance of the underlying funds, even in circumstanceswhere an Investment Option invests in a single, individual fund. This is due in part to the differences in the expense ratios of theunderlying funds and the Investment Options.

Performance differencesPerformance differences between an Investment Option and its underlying funds may also result from differences in the timing ofpurchases and fees. On days when contributions are made to an account, the Investment Options will not use that money to purchaseshares of an underlying fund until the next business day. This timing difference, depending on how the markets are moving, will causethe Investment Option’s performance to either trail or exceed the underlying fund’s performance.

When you invest money in an Investment Option, you will receive units in the Investment Option as of the trade date. Your money willbe used by the Trust to purchase shares of an underlying fund. However, the settlement date for the purchase of shares of anunderlying fund typically will be one to three business days after the trade date for your purchase of units. Depending on the value thistiming difference and fees will cause the Investment Option’s performance either to trail or exceed the underlying investment’sperformance.

Performance as of July 31, 2019

Investment Option Name Average Annual Total Returns As of 7/31/2019

InceptionDate

ExpenseRatio7Benchmark5 1 year 3 year 5 year

SinceInception6

Age-Based Investment Options

Age-Based Aggressive 0-2 4.08% 4.37% 7/20/2018 0.62%

NEST Benchmark 0-2 yr Aggressive 4.79%

Age-Based Aggressive 3-5 4.34% 10.54% 8.15% 9.37% 12/17/2010 0.61%

NEST Benchmark 3-5 yr Aggressive 4.99% 10.78% 8.51%

Age-Based Aggressive 6-8 4.98% 9.67% 7.52% 8.91% 12/17/2010 0.62%

NEST Benchmark 6-8 yr Aggressive 5.47% 9.86% 7.87%

Age-Based Aggressive 9-10 5.18% 5.34% 7/20/2018 0.62%

NEST Benchmark 9-10 yr Aggressive 5.62%

Age-Based Aggressive 11-12 5.37% 7.85% 6.28% 7.36% 12/17/2010 0.62%

NEST Benchmark 11-12 yr Aggressive 5.77% 8.03% 6.62%

Age-Based Aggressive 13-14 5.49% 5.53% 7/20/2018 0.62%

NEST Benchmark 13-14 yr Aggressive 5.78%

Age-Based Aggressive 15-16 5.63% 5.95% 4.91% 5.71% 12/17/2010 0.61%

NEST Benchmark 15-16 yr Aggressive 5.87% 6.15% 5.26%

Age-Based Aggressive 17-18 5.59% 5.53% 7/20/2018 0.60%

NEST Benchmark 17-18 yr Aggressive 5.73%

Age-Based Aggressive 19+ 5.57% 3.87% 3.44% 4.01% 12/17/2010 0.58%

NEST Benchmark 19+ yr Aggressive 5.80% 4.25% 3.87%

42

Investment Option Name Average Annual Total Returns As of 7/31/2019

InceptionDate

ExpenseRatio7Benchmark5 1 year 3 year 5 year

SinceInception6

Age-Based Growth 0-2 4.92% 9.67% 7.52% 8.91% 12/17/2010 0.62%

NEST Benchmark 0-2 yr Growth 5.47% 9.86% 7.87%

Age-Based Growth 3-5 5.18% 5.34% 7/20/2018 0.62%

NEST Benchmark 3-5 yr Growth 5.62%

Age-Based Growth 6-8 5.37% 7.85% 6.28% 7.36% 12/17/2010 0.62%

NEST Benchmark 6-8 yr Growth 5.77% 8.03% 6.62%

Age-Based Growth 9-10 5.49% 5.53% 7/20/2018 0.62%

NEST Benchmark 9-10 yr Growth 5.78%

Age-Based Growth 11-12 5.56% 5.93% 4.91% 5.71% 12/17/2010 0.61%

NEST Benchmark 11-12 yr Growth 5.87% 6.15% 5.26%

Age-Based Growth 13-14 5.59% 5.53% 7/20/2018 0.60%

NEST Benchmark 13-14 yr Growth 5.73%

Age-Based Growth 15-16 5.49% 3.84% 3.42% 4.00% 12/17/2010 0.58%

NEST Benchmark 15-16 yr Growth 5.80% 4.25% 3.87%

Age-Based Growth 17-18 5.00% 4.85% 7/20/2018 0.54%

NEST Benchmark 17-18 yr Growth 5.08%

Age-Based Growth 19+ 3.90% 3.79% 7/20/2018 0.56%

NEST Benchmark 19+ yr Growth 4.10%

Age-Based Index 0-2 5.68% 7.54% 6.27% 7.48% 12/17/2010 0.51%

NEST Benchmark 0-2 yr Index 6.01% 8.05% 6.72%

Age-Based Index 3-5 5.79% 5.82% 7/20/2018 0.51%

NEST Benchmark 3-5 yr Index 5.98%

Age-Based Index 6-8 5.78% 5.71% 4.99% 5.83% 12/17/2010 0.52%

NEST Benchmark 6-8 yr Index 6.01% 6.16% 5.41%

Age-Based Index 9-10 5.69% 5.63% 7/20/2018 0.52%

NEST Benchmark 9-10 yr Index 5.83%

Age-Based Index 11-12 5.53% 3.79% 3.59% 4.07% 12/17/2010 0.53%

NEST Benchmark 11-12 yr Index 5.85% 4.25% 4.00%

Age-Based Index 13-14 4.88% 2.75% 2.56% 2.17% 12/17/2010 0.54%

NEST Benchmark 13-14 yr Index 5.28% 3.26% 3.05%

Age-Based Index 15-16 3.97% 1.69% 1.46% 1.11% 12/17/2010 0.56%

NEST Benchmark 15-16 yr Index 4.39% 2.20% 1.96%

Age-Based Index 17-18 1.80% 1.75% 7/20/2018 0.64%

NEST Benchmark 17-18 yr Index 2.33%

Age-Based Index 19+ 1.80% 1.75% 7/20/2018 0.64%

NEST Benchmark 19+ yr Index 2.33%

Static Investment Options

All Equity Static 4.08% 4.37% 7/20/2018 0.62%

NEST Benchmark All Equity Static 4.79%

Growth Static 4.98% 9.67% 7.52% 8.91% 12/17/2010 0.62%

NEST Benchmark Growth Static 5.47% 9.86% 7.87%

Moderate Growth Static 5.39% 5.43% 7/20/2018 0.62%

NEST Benchmark Moderate Growth Static 5.77%

Balanced Static 5.49% 5.53% 7/20/2018 0.62%

NEST Benchmark Balanced Static 5.78%

Conservative Static 5.56% 3.89% 3.43% 4.01% 12/17/2010 0.58%

NEST Benchmark Conservative Static 5.80% 4.25% 3.87%

Individual Investment Options

DFA World ex-US Government 11.17% 3.73% 5.06% 4/29/2016 0.66%

FTSE World Government Bond Index ex USA 9.74% 3.55%

Goldman Sachs Financial SquareSM

Government Money Market8 1.78% 0.89% 0.82% 4/29/2016 0.64%

FTSE 3-Month T-Bill 2.33% 1.42%

43

Investment Option Name Average Annual Total Returns As of 7/31/2019

InceptionDate

ExpenseRatio7Benchmark5 1 year 3 year 5 year

SinceInception6

iShares Russell 2000 Growth Index ETF -1.58% 11.99% 9.62% 12.88% 6/22/2012 0.70%

Russell 2000 Growth -1.22% 12.66% 10.21%

MetWest Total Return Bond 7.81% 2.04% 2.23% 2/6/2015 0.84%

BBgBarc US Agg Bond TR USD 8.08% 2.17%

State Street MSCI ACWI ex USA Index -3.04% 6.48% 1.48% 5.84% 6/22/2012 0.55%

MSCI ACWI ex USA (Net) -2.27% 7.20% 2.12%

State Street S&P 500 Index 7.44% 12.81% 10.80% 13.75% 6/22/2012 0.48%

S&P 500 7.99% 13.36% 11.34%

T. Rowe Price Large Cap Growth 8.88% 20.54% 15.17% 15.43% 12/17/2010 1.02%

Russell 1000 Growth 10.82% 17.13% 14.25%

Tributary Small Company -5.01% 7.20% 7.85% 9.14% 12/17/2010 1.45%

Russell 2000 -4.42% 10.36% 8.53%

Vanguard Equity Income 5.15% 9.88% 9.14% 12.20% 6/22/2012 0.63%

FTSE High Div Yld 5.18% 9.72% 9.60%

Vanguard Extended Market Index 1.64% 11.31% 8.65% 12.82% 6/22/2012 0.51%

S&P Completion 1.89% 11.70% 9.02%

Vanguard FTSE Emerging Markets ETF -2.77% 6.04% 1.16% 3.36% 6/22/2012 0.60%

FTSE Emerging Markets 0.13% 8.31% 2.35%

Vanguard REIT Index 12.72% 2.70% 7.54% 10.02% 12/17/2010 0.56%

MSCI US Investable Market Real Estate 25/50 13.23% 3.24% 8.12%

Vanguard Russell 1000 Value Index 4.69% 8.88% 7.41% 11.81% 6/22/2012 0.54%

Russell 1000 Value 5.20% 9.44% 8.01%

Vanguard Short-Term Bond Index 4.78% 1.16% 1.32% 1.29% 12/17/2010 0.50%

BBgBarc US Govt/Credit 1-5 Yr TR USD 5.22% 1.66% 1.84%

Vanguard Short-Term Inflation Protected 2.86% 1.21% 1.33% 4/29/2016 0.50%

BBgBarc U.S. Treasury TIPS 0-5Y TR USD 3.41% 1.68%

Vanguard Total Bond Market Index 7.61% 1.63% 2.53% 2.10% 6/22/2012 0.49%

BBgBarc US Agg Bond TR USD 8.08% 2.17% 3.05%

Vanguard Total Stock Market Index 6.50% 12.59% 10.42% 12.16% 12/17/2010 0.48%

CRSP US Total Mkt 7.00% 13.11% 10.94%

5 Each benchmark is not managed. Therefore, its performance does not reflect management fees, expenses or the imposition of sales charges.6 Returns for less than one year are not annualized.7 Expense ratio information includes the weighted average operating expense ratio, the Program Management Fee, and the TD Ameritrade sub-administration Fee.8 You could lose money by investing in this Investment Option. Although the money market fund in which your investment option invests (the underlying fund) seeks to

preserve the value at $1.00 per share, it cannot guarantee it will do so. An investment in this Investment Option is not insured or guaranteed by the Federal DepositInsurance Corporation or any other government agency. The sponsor has no legal obligation to provide financial support to the underlying fund, and you should not expectthat the sponsor will provide financial support to the underlying fund at any time.

44

Customized performance benchmarksThe benchmarks for the Age-Based Investment Portfolios and the Static Investment Options represent customized composites ofmarket indices for the available underlying funds weighted by its relative target allocation. Investors cannot directly invest in thecompilation of the benchmark indices.

S&P Total

Market Index

FTSE Developed

All Cap ex US

Index

FTSE Emerging

Markets All Cap

China A Inclusion

Index

Bloomberg

Barclays US

Aggregate Bond

Index

Bloomberg Barclays

U.S. 1–5 Year

Government/Credit

Float Adjusted Index

Bloomberg Barclays

Global Aggregate

ex-USD Float

Adjusted RIC

Capped Index (USD

Hedged)

J.P. Morgan GBI-EM

Global Core Index

FTSE

3-Month

T-Bill

Age-Based Core Investment Option

0-2 73.00% 17.50% 4.50% 5.00% 0.00% 0.00% 0.00% 0.00%

3-5 65.00% 16.00% 4.00% 13.00% 0.00% 1.00% 1.00% 0.00%

6-8 57.50% 14.00% 3.50% 17.50% 3.00% 1.50% 1.00% 2.00%

9-10 50.00% 12.00% 3.00% 22.00% 6.00% 2.00% 1.00% 4.00%

11-12 42.50% 10.00% 2.50% 23.50% 9.50% 2.50% 1.00% 8.50%

13-14 35.00% 8.00% 2.00% 25.00% 13.00% 3.00% 1.00% 13.00%

15-16 27.50% 6.00% 1.50% 26.50% 17.50% 4.00% 0.00% 17.00%

17-18 20.00% 4.00% 1.00% 28.00% 22.00% 4.00% 0.00% 21.00%

19+ 12.00% 3.00% 0.00% 25.00% 24.00% 3.00% 0.00% 33.00%

MSCI USA

Extended ESG

Focus Index

TIAA ESG USA

Small-Cap Index

MSCI EAFE

Extended ESG

Focus Index

MSCI Emerging

Markets

Extended ESG

Focus Index

Bloomberg

Barclays US

Aggregate

Bond Index

Bloomberg Barclays

U.S. 1–5 Year

Government/Credit

Float Adjusted

Index

Bloomberg Barclays

Global Aggregate

ex-USD Float

Adjusted RIC

Capped Index (USD

Hedged)

J.P. Morgan

GBI-EM

Global Core

Index

FTSE

3-Month

T-Bill

Age-Based Socially Aware Investment Option

0-2 65.50% 7.50% 17.50% 4.50% 5.00% 0.00% 0.00% 0.00% 0.00%

3-5 58.50% 6.50% 16.00% 4.00% 13.00% 0.00% 1.00% 1.00% 0.00%

6-8 51.75% 5.75% 14.00% 3.50% 17.50% 3.00% 1.50% 1.00% 2.00%

9-10 45.00% 5.00% 12.00% 3.00% 22.00% 6.00% 2.00% 1.00% 4.00%

11-12 38.25% 4.25% 10.00% 2.50% 23.50% 9.50% 2.50% 1.00% 8.50%

13-14 31.50% 3.50% 8.00% 2.00% 25.00% 13.00% 3.00% 1.00% 13.00%

15-16 24.75% 2.75% 6.00% 1.50% 26.50% 17.50% 4.00% 0.00% 17.00%

17-18 18.00% 2.00% 4.00% 1.00% 28.00% 22.00% 4.00% 0.00% 21.00%

19+ 11.00% 1.00% 3.00% 0.00% 25.00% 24.00% 3.00% 0.00% 33.00%

S&P Total

Market Index

FTSE Developed

All Cap ex US

Index

FTSE Emerging

Markets All Cap

China A Inclusion

Index

Bloomberg

Barclays US

Aggregate Bond

Index

Bloomberg Barclays

U.S. 1–5 Year

Government/Credit

Float Adjusted Index

Bloomberg Barclays

Global Aggregate

ex-USD Float

Adjusted RIC

Capped Index (USD

Hedged)

J.P. Morgan GBI-EM

Global Core Index

FTSE

3-Month

T-Bill

Core Static Investment Options

Aggressive 50.00% 23.00% 11.00% 13.00% 0.00% 0.00% 2.00% 1.00%

Growth 39.00% 20.00% 9.00% 23.00% 4.00% 2.00% 2.00% 1.00%

Moderate Growth 27.00% 14.00% 6.00% 37.00% 10.00% 2.00% 3.00% 1.00%

Moderate 20.00% 11.00% 5.00% 43.00% 14.00% 2.00% 4.00% 1.00%

Conservative 11.00% 7.00% 3.00% 51.00% 25.00% 2.00% 0.00% 1.00%

MSCI USA

Extended ESG

Focus Index

TIAA ESG USA

Small-Cap Index

MSCI EAFE

Extended ESG

Focus Index

MSCI Emerging

Markets

Extended ESG

Focus Index

Bloomberg

Barclays US

Aggregate

Bond Index

Bloomberg Barclays

U.S. 1–5 Year

Government/Credit

Float Adjusted

Index

Bloomberg Barclays

Global Aggregate

ex-USD Float

Adjusted RIC

Capped Index (USD

Hedged)

J.P. Morgan

GBI-EM

Global Core

Index

FTSE

3-Month

T-Bill

Socially Aware Static Investment Options

Aggressive 44.00% 6.00% 23.00% 11.00% 13.00% 0.00% 0.00% 2.00% 1.00%

Growth 34.00% 5.00% 20.00% 9.00% 23.00% 4.00% 2.00% 2.00% 1.00%

Moderate Growth 24.00% 3.00% 14.00% 6.00% 37.00% 10.00% 2.00% 3.00% 1.00%

Moderate 18.00% 2.00% 11.00% 5.00% 43.00% 14.00% 2.00% 4.00% 1.00%

Conservative 10.00% 1.00% 7.00% 3.00% 51.00% 25.00% 2.00% 0.00% 1.00%

45

PART 13 - PLAN FEES AND EXPENSES

Program Management FeeThe Program Manager receives a management fee equal to 0.25%of the average daily net assets in each Investment Option. Thisfee accrues daily as a percentage of average daily net assets andwill be deducted from each Investment Option. This fee willreduce the value of an account.

The Program Manager will also receive a fee from Goldman Sachsand the Tributary Small Company Fund, which is an affiliate of theProgram Manager, to assist with the ongoing marketing anddistribution associated with its Program Manager duties under thePlan. Account owners are not separately charged for this fee.

The Trustee reserves the right to increase or decrease fees as theTrustee deems appropriate.

Negative returnThe Program Manager will endeavor to maintain a positive or zeroreturn on the Goldman Sachs Financial SquareSM GovernmentMoney Market Individual Investment Option by foregoing aportion of its Program Management Fee earned on thatInvestment Option. However, the Program Manager cannotguarantee any return on Goldman Sachs Financial SquareSM

Government Money Market Individual Investment Option or thatthe return on this Investment Option will not be negative.

TD Ameritrade sub-administration feeTD Ameritrade receives a sub-administration fee equal to 0.05%annually of the net daily market value of the assets in all Planaccounts for providing sub-administrative services. This feeaccrues daily and will be deducted from each Investment Option.This fee will reduce the value of an account.

TDAIM portfolio consulting feeTDAIM receives a portfolio consulting fee of 0.10% annually of thenet daily market value of the Plan assets invested in the Aged-Based or Static Portfolios.

State Administration FeeAn administration fee equal to 0.02% of the average daily netassets in each Investment Option will be allocated to the state’scost to administer, market, and distribute the Plan. This feeaccrues daily as a percentage of average daily net assets and isdeducted from each Investment Option. This fee will reduce thevalue of an account.

Underlying investment feeThe underlying funds that comprise an Investment Option chargea fee called a weighted average underlying fund expense ratio,which ranges from 0.0175% to 0.56% of the average daily netassets in each underlying investment. This fee will reduce thevalue of an account.

Other account feesThere are no account opening fees and no other annual orquarterly fees associated with the Plan.

Fee or Charge Type Amount

Enrollment/account opening None

Annual or quarterly None

Cancellation/withdrawal None

Change in Beneficiary None

Change in investment Portfolios None

Returned check Up to $25*

Rejected ACH or EFT Up to $25*

Outgoing wire Up to $25*

Overnight delivery $15*

* charged against the account

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46

Fee structure tables

Specific fees and expenses are outlined in the tables below.

Weighted Average

Operating

Expense Ratio9

Program

Management Fee10State Administration Fee

TD Ameritrade

Sub-Administration Fee

TDAIM

Portfolio

Consultant Fee

Total Estimated Annual

Asset-Based Fees11

AGE-BASED INVESTMENT OPTIONS

CORE

0-2

3-5 0.04% 0.25% 0.02% 0.05% 0.10% 0.46%

6-8 0.05% 0.25% 0.02% 0.05% 0.10% 0.47%

9-10 0.05% 0.25% 0.02% 0.05% 0.10% 0.47%

11-12 0.06% 0.25% 0.02% 0.05% 0.10% 0.48%

13-14 0.07% 0.25% 0.02% 0.05% 0.10% 0.49%

15-16 0.07% 0.25% 0.02% 0.05% 0.10% 0.49%

17-18 0.08% 0.25% 0.02% 0.05% 0.10% 0.50%

19+ 0.09% 0.25% 0.02% 0.05% 0.10% 0.51%

SOCIALLY AWARE

0-2 0.18% 0.25% 0.02% 0.05% 0.10% 0.60%

3-5 0.17% 0.25% 0.02% 0.05% 0.10% 0.59%

6-8 0.16% 0.25% 0.02% 0.05% 0.10% 0.58%

9-10 0.15% 0.25% 0.02% 0.05% 0.10% 0.57%

11-12 0.14% 0.25% 0.02% 0.05% 0.10% 0.56%

13-14 0.13% 0.25% 0.02% 0.05% 0.10% 0.55%

15-16 0.12% 0.25% 0.02% 0.05% 0.10% 0.54%

17-18 0.11% 0.25% 0.02% 0.05% 0.10% 0.53%

19+ 0.11% 0.25% 0.02% 0.05% 0.10% 0.53%

STATIC INVESTMENT OPTIONS

CORE

AGGRESSIVE 0.05% 0.25% 0.02% 0.05% 0.10% 0.47%

GROWTH 0.06% 0.25% 0.02% 0.05% 0.10% 0.48%

MODERATE GROWTH 0.06% 0.25% 0.02% 0.05% 0.10% 0.48%

MODERATE 0.06% 0.25% 0.02% 0.05% 0.10% 0.48%

CONSERVATIVE 0.06% 0.25% 0.02% 0.05% 0.10% 0.48%

SOCIALLY AWARE

AGGRESSIVE 0.18% 0.25% 0.02% 0.05% 0.10% 0.60%

GROWTH 0.16% 0.25% 0.02% 0.05% 0.10% 0.58%

MODERATE GROWTH 0.13% 0.25% 0.02% 0.05% 0.10% 0.55%

MODERATE 0.12% 0.25% 0.02% 0.05% 0.10% 0.54%

CONSERVATIVE 0.09% 0.25% 0.02% 0.05% 0.10% 0.51%

9 Weighted Average Operating Expense Ratio is the weighted average of each underlying fund’s expense ratio as of July 31, 2019.10 The Program Management Fee accrues daily as a percentage of average daily net assets.11 Total Estimated Annual Asset-Based Fees include the Weighted Average Operating Expense Ratio, the Program Management Fee, the TD Ameritrade sub-administration

fee, the TDAIM portfolio consulting fee, and the State Administration Fee.

47

Fee structure tables, continued

Specific fees and expenses are outlined in the chart below.

Weighted AverageOperating Expense

Ratio12

ProgramManagement Fee13

StateAdministration Fee

TD AmeritradeSub-Administration

Fee

Total EstimatedAnnual

Asset-Based Fees14

INDIVIDUAL INVESTMENT OPTIONS

DFA World ex-US Government Fixed Income

Goldman Sachs Financial SquareSM Government

Money Market 0.18% 0.25% 0.02% 0.05% 0.50%

iShares Core S&P Small-Cap ETF 0.07% 0.25% 0.02% 0.05% 0.39%

MetWest Total Return Bond 0.37% 0.25% 0.02% 0.05% 0.69%

State Street MSCI®15 ACWI ex USA Index 0.09% 0.25% 0.02% 0.05% 0.41%

State Street S&P 500®16 Index 0.0175% 0.25% 0.02% 0.05% 0.34%

T. Rowe Price Large-Cap Growth 0.56% 0.25% 0.02% 0.05% 0.88%

Vanguard Emerging Markets Stock Index 0.10% 0.25% 0.02% 0.05% 0.42%

Vanguard Equity Income 0.18% 0.25% 0.02% 0.05% 0.50%

Vanguard Extended Market Index 0.05% 0.25% 0.02% 0.05% 0.37%

Vanguard Real Estate Index 0.10% 0.25% 0.02% 0.05% 0.42%

Vanguard Russell 1000 Value Index 0.08% 0.25% 0.02% 0.05% 0.40%

Vanguard Russell 2000 Growth Index 0.08% 0.25% 0.02% 0.05% 0.40%

Vanguard Short-Term Bond Index 0.04% 0.25% 0.02% 0.05% 0.36%

Vanguard Short-Term Inflation-Protected Index 0.04% 0.25% 0.02% 0.05% 0.36%

Vanguard Total Bond Market Index 0.03% 0.25% 0.02% 0.05% 0.35%

Vanguard Total Stock Market Index 0.03% 0.25% 0.02% 0.05% 0.35%

12 Weighted Average Operating Expense Ratio is the weighted average of each underlying fund’s expense ratio as of July 31, 2019.13 The Program Management Fee accrues daily as a percentage of average daily net assets.14 Total Estimated Annual Asset-Based Fees include the Weighted Average Operating Expense Ratio, the Program Management Fee, the TD Ameritrade sub-administration

fee, and the State Administration Fee.15 The MSCI ACWI ex USA Index is a trademark of MSCI Inc.16 The S&P 500® Index is a product of S&P Dow Jones Indices LLC (“SPDJI”), and has been licensed for use by State Street. Standard & Poor’s® and S&P® are registered

trademarks of Standard & Poor’s Financial Services LLC (“S&P”); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”). Theproducts are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, their respective affiliates and none of such parties make any representationregarding the advisability of investing in such product(s) nor do they have any liability for any errors, omissions, or interruptions of the S&P 500® Index.

48

Approximate cost of $10,000 investment

The following table compares the approximate cost of investing in the Plan over different periods of time. This hypothetical is notintended to predict or project investment performance. Past performance is no guarantee of future performance. Your actual cost maybe higher or lower. The tables are based on the following assumptions:

• A $10,000 contribution is invested for the time periods shown;

• A 5% annually compounded rate of return on the amount invested throughout the period;

• The account is redeemed at the end of the period shown to pay for Qualified Expenses (the table does not consider the impact ofany potential state or federal taxes on the redemption); and

• The total estimated annual asset based fees remain the same as those shown in the fee structure tables.

INVESTMENT PERIOD

One Year Three Years Five Years Ten Years

AGE-BASED INVESTMENT OPTIONS

CORE

Ages 0-2 $47 $148 $258 $579

Ages 3-5 $47 $148 $258 $579

Ages 6-8 $48 $151 $263 $591

Ages 9-10 $48 $151 $263 $591

Ages 11-12 $49 $154 $269 $604

Ages 13-14 $50 $157 $274 $616

Ages 15-16 $50 $157 $274 $616

Ages 17-18 $51 $160 $280 $628

Ages 19+ $52 $164 $285 $640

SOCIALLY AWARE

Ages 0-2 $61 $192 $335 $750

Ages 3-5 $60 $189 $329 $738

Ages 6-8 $59 $186 $324 $726

Ages 9-10 $58 $183 $318 $714

Ages 11-12 $57 $179 $313 $701

Ages 13-14 $56 $176 $307 $689

Ages 15-16 $55 $173 $302 $677

Ages 17-18 $54 $170 $296 $665

Ages 19+ $54 $170 $296 $665

STATIC INVESTMENT OPTIONS

CORE

Aggressive $48 $151 $263 $591

Growth $49 $154 $269 $604

Moderate Growth $49 $154 $269 $604

Moderate $49 $154 $269 $604

Conservative $49 $154 $269 $604

SOCIALLY AWARE

Aggressive $61 $192 $335 $750

Growth $59 $186 $324 $726

Moderate Growth $56 $176 $307 $689

Moderate $55 $173 $302 $677

Conservative $52 $164 $285 $640

49

Approximate cost of $10,000 investment, continued

INVESTMENT PERIOD

One Year Three Years Five Years Ten Years

INDIVIDUAL INVESTMENT OPTIONS

DFA World ex-US Government Fixed Income $53 $167 $291 $653

Goldman Sachs Financial SquareSM Government Money Market $51 $160 $280 $628

iShares Core S&P Small-Cap ETF $40 $125 $219 $493

MetWest Total Return Bond $70 $221 $384 $859

State Street MSCI® ACWI ex USA Index $42 $132 $230 $518

State Street S&P 500® Index $35 $109 $191 $431

T. Rowe Price Large-Cap Growth $90 $281 $488 $1,084

Vanguard Emerging Markets Stock Index $43 $135 $235 $530

Vanguard Equity Income $51 $160 $280 $628

Vanguard Extended Market Index $38 $119 $208 $468

Vanguard Real Estate Index $43 $135 $235 $530

Vanguard Russell 1000 Value Index $41 $128 $224 $505

Vanguard Russell 2000 Growth Index $41 $128 $224 $505

Vanguard Short-Term Bond Index $37 $116 $202 $456

Vanguard Short-Term Inflation-Protected Index $37 $116 $202 $456

Vanguard Total Bond Market Index $36 $113 $197 $443

Vanguard Total Stock Market Index $36 $113 $197 $443

50

PART 14 - DISTRIBUTIONS FROMAN ACCOUNT

Requesting a distribution from an accountThere is no Beneficiary age or other deadline by whichdistributions from your account must begin. You can initiate aQualified Withdrawal online by logging into your account. Youcan also request a Qualified Withdrawal, Non-QualifiedWithdrawal or Rollover out of the Plan by submitting a form.

The Program Manager employs procedures it considers to bereasonable to confirm that instructions communicated bytelephone or Internet are genuine, including requiring certainpersonal identifying information prior to acting upon telephone orInternet instructions. None of the Program Manager, itsauthorized agents, TD Ameritrade, the Trust, or the Trustee willbe liable for following telephone or Internet instructions that arereasonably believed to be genuine.

The Program Manager will review each withdrawal request todetermine that all information needed to process such requesthas been received. Withdrawal requests will be satisfied as soonas practicable following the Program Manager’s receipt andreview of a properly completed form. The Plan typically willprocess a withdrawal form sent by mail and will initiate payment ofa distribution within two business days of receipt of the request.During periods of market volatility and at year-end, withdrawalrequests may take up to five business days to process. Pleasesubmit your withdrawal requests well in advance of the start ofeach academic period. See also “Temporary withdrawalrestrictions” below regarding withdrawals of recent contributionsto an account.

Although the Program Manager is required to report theearnings portion of any withdrawal to tax authorities, it issolely the responsibility of the person receiving thewithdrawal to calculate and report any resulting tax liability.

Temporary withdrawal restrictionsIf you made a contribution that was in good order, you will not beable to make a withdrawal of that contribution from your accountfor five business days after deposit. When an account owner orthe address is changed on an account there is a 10-business-dayhold before a withdrawal can be made. A withdrawal request mustbe signature guaranteed if the request is within 10 business daysof the change to have the withdrawal released before the holdperiod expires. There is a 15-calendar-day hold on ACHwithdrawals after bank information is added or changed.

Systematic Withdrawal Program (SWP)You may choose to establish periodic, pre-scheduled withdrawalsfor Qualified Higher Education Expenses from your Plan account.The Plan will file IRS Form 1099-Q annually for distributions takenfor all withdrawals, including those using systematic withdrawals.You can have up to two SWPs on your account. If the balance inyour Investment Option is less than the SWP amount specified,the SWP instructions will be stopped. A SWP distribution will be

held for up to five business days for contributions that have notyet cleared or, 10 business days if the account owner or addresshas been changed on the account and the SWP is within 10business days of that change. The distribution will be releasedwhen the specified waiting period has been satisfied.

Qualified WithdrawalQualified Withdrawals from your account are free from federalincome tax. A Qualified Withdrawal is a withdrawal that is used topay the Qualified Higher Education Expenses of the Beneficiary.Qualified Higher Education Expenses include tuition, fees, books,supplies and equipment required for the enrollment orattendance of the Beneficiary at an Eligible EducationalInstitution. Expenses for the purchase of computer or peripheralequipment, computer software, or Internet access and relatedservices, if such equipment, software, or services are to be usedprimarily by the Beneficiary during any of the years the Beneficiaryis enrolled at an Eligible Educational Institution regardless ofwhether such technology or equipment is required by the EligibleEducational Institution. Computer software means any programdesigned to cause a computer to perform a desired function.Such term does not include any database or similar item unlessthe database or item is in the public domain and is incidental tothe operation of otherwise qualifying computer software.Computer software designed for sports, games, or hobbies is notincluded unless this software is predominantly educational innature. Reasonable room and board expenses are alsoconsidered Qualified Higher Education Expenses for studentsenrolled on at least a half-time basis.

Eligible Educational InstitutionAn Eligible Educational Institution is an institution that is eligibleto participate in federal student aid programs under Title IV of theHigher Education Act of 1965 (20 USC 1088). These are generallyany accredited college or university, including trade and technicalschools, in the United States and abroad that participates infederal financial aid programs. To check if a specific school is anEligible Educational Institution go to the U.S. Department ofEducation Website at www.fafsa.ed.gov.

Distribution of a Qualified WithdrawalA Qualified Withdrawal may be distributed as follows:

• To the account owner at the address on the account;• To the Beneficiary at the address on the account; or• Directly to the Eligible Educational Institution at the address

on the withdrawal form.

Because money in your account may be withdrawn free fromfederal income tax only if it is used to pay the Beneficiary’sQualified Higher Education Expenses, you should retaindocumentation of all of the Beneficiary’s Qualified HigherEducation Expenses for your records. The account owner orBeneficiary, not the Plan, TD Ameritrade nor the ProgramManager, is solely responsible for determining if a withdrawal isQualified Withdrawal or Non-Qualified Withdrawal and whether afederal penalty applies...

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51

Non-Qualified WithdrawalsTo the extent that a withdrawal is a Non-Qualified Withdrawal,any earnings portion of such Non-Qualified Withdrawal will beincludable in your income for state income tax purposes andsubject to partial recapture of any Nebraska state income taxdeduction previously claimed.

In general, a Non-Qualified Withdrawal is also includable in yourincome for federal income tax purposes and subject to anadditional 10% federal tax. Certain exceptions to this rule apply.For example, under Nebraska law, withdrawals from theTD Ameritrade 529 College Savings Plan that are used to pay for aBeneficiary’s K-12 tuition are Non-Qualified Withdrawals and theearnings portion of the withdrawal will be includable in yourincome for state income tax purposes and is subject to recapture.However, the withdrawal is not includable in your income forfederal income tax purposes or subject to an additional 10%federal tax.

The account owner or the Beneficiary is responsible fordetermining whether a withdrawal is a Non-Qualified Withdrawaland, if so, making the appropriate filings with the IRS and payingthe additional 10% federal tax on earnings. More information isavailable in “Part 15 – Federal and State Tax Considerations”about how the earnings portion of a Non-Qualified Withdrawal iscalculated and the other tax consequences of a Non-QualifiedWithdrawal.

Exceptions to the federal penalty taxThe additional 10% federal tax does not apply to Non-QualifiedWithdrawals if:

• Paid to the estate of the Beneficiary on or after the death ofthe Beneficiary;

• Used to pay for the Beneficiary’s K-12 tuition, up to thefederal limit (currently $10,000);

• Made because the Beneficiary is disabled. A person isconsidered to be disabled if he or she shows proof that he orshe cannot do any substantial gainful activity because of hisor her physical or mental condition. A physician mustdetermine that his or her condition can be expected to resultin death or to be of long-continued and indefinite duration;

• Included in income because the Beneficiary received a tax-free scholarship, up to the amount of scholarship received bythe Beneficiary;

• Made on account of the attendance of the Beneficiary at aU.S. military academy (such as the United States NavalAcademy at Annapolis). This exception applies only to theextent that the amount of the distribution does not exceedthe costs of advanced education (as defined inSection 2005(d)(3) of Title 10 of the U.S. Code) attributable tosuch attendance; or

• Included in income only because the Qualified HigherEducation Expenses were taken into account in determiningthe American Opportunity and Lifetime Learning Tax Credits.

You should consult your own tax advisor regarding the applicationof any of the above exceptions.

Refunds from Eligible Educational InstitutionRefunds of any Qualified Higher Education Expense from anEligible Educational Institution, to the extent that the portion ofthe refund is from a previous Qualified Withdrawal, must berecontributed back into the Beneficiary’s account within 60 daysof receipt of the refund otherwise the refund is considered a Non-Qualified Withdrawal.

RolloversYou may direct a transfer of money from your account to anaccount in another qualified tuition program or an Achieving aBetter Life Experience Act (“ABLE”) program for the same oranother Beneficiary (a “rollover”). Alternatively, you may make awithdrawal from your account and re-deposit the withdrawnbalance within 60 days into an account in another qualified tuitionprogram or ABLE program for the same or another Beneficiary. Ifthe Beneficiary stays the same, the transfer will be treated as a taxfree qualified rollover as long as the transfer does not occur within12 months from the date of a previous rollover to a qualifiedtuition program account for the same Beneficiary. If you changeBeneficiaries, the transfer will be treated as a qualified rolloveronly if the new Beneficiary is a Member of the Family of theformer Beneficiary.

You may transfer money in your TD Ameritrade 529 CollegeSavings Plan account to an Enable Savings Plan or Enable SavingsPlan Alabama account (both issued by the State of Nebraska)without adverse tax consequences, provided the transfer is aqualified rollover. However, if you roll over money in yourTD Ameritrade 529 College Savings Plan account to any ABLEprogram not issued by the State of Nebraska, the earningsportion of the rollover will be subject to Nebraska state incometax. In addition, the rollover will be subject to recapture of anyNebraska state income tax deduction previously claimed by theaccount owner. Not all ABLE program sponsors may acceptrollovers from a 529 college savings plan; you should contact yourtax advisor for more information.

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52

PART 15 - FEDERAL AND STATE TAXCONSIDERATIONS

IRS Circular 230 DisclosurePursuant to U.S. Treasury Department regulations, the followingstatement is provided: Any information contained in this ProgramDisclosure Statement is not intended or written to be used, andcannot be used, by a person as tax advice for the purpose ofavoiding any penalties that may be imposed under the InternalRevenue Code. In addition, the information contained in thisProgram Disclosure Statement was written to support thepromotion or marketing of the transaction(s) or matter(s)addressed in this Program Disclosure Statement. Each taxpayershould seek advice based on the taxpayer’s particularcircumstances from an independent tax advisor.

The following discussion summarizes certain aspects of federaland state income, gift, estate and generation-skipping transfer taxconsequences relating to the Plan and contributions to, earningsof, and withdrawals from the accounts. The summary is notexhaustive and is not intended as individual tax advice. Inaddition, there can be no assurance that the IRS or NebraskaDepartment of Revenue will accept the statements made hereinor, if challenged, that such statements would be sustained incourt. The applicable tax rules are complex, and certain of therules are at present uncertain, and their application to anyparticular person may vary according to facts and circumstancesspecific to that person. The Code and regulations thereunder,and judicial and administrative interpretations thereof, are subjectto change, retroactively and/or prospectively. A qualified taxadvisor should be consulted regarding the application of law inindividual circumstances.

This summary is based on the relevant provisions of the Code,Nebraska state tax law and proposed Treasury regulations. It ispossible that Congress, the Treasury Department, the IRS, theState of Nebraska and other taxing authorities or the courts maytake actions that will adversely affect the tax law consequencesdescribed and that such adverse effects may be retroactive. Nofinal tax regulations or rulings concerning the Plan have beenissued by the IRS and, when issued, such regulations or rulingsmay alter the tax consequences summarized herein or necessitatechanges in the Plan to achieve the tax benefits described. Thesummary does not address the potential effects on accountowners or Beneficiaries of the tax laws of any state other thanNebraska.

Qualified tuition programThe Plan is designed to be a qualified tuition program underCode Section 529.

Federal tax informationContributions to a qualified tuition program are not deductiblefor federal income tax purposes.

There are two primary federal income tax advantages to investingin a qualified tuition program, such as the TD Ameritrade 529College Savings Plan:

• Investment earnings on the money you invest in the Plan willnot be subject to federal income tax until they are distributedsince they are not includable in the federal gross income ofeither the account owner or the Beneficiary until funds arewithdrawn, in whole or in part, from an account; and

• If the investment earnings are distributed as part of aQualified Withdrawal, they are free from federal, and in mostcases state, income tax.

The tax treatment of a withdrawal from an account will varydepending on the nature of the withdrawal, that is, whether thewithdrawal is a Qualified Withdrawal or a Non-QualifiedWithdrawal.

Qualified WithdrawalsIf a Qualified Withdrawal is made from an account, no portion ofthe distribution is includable in the gross income of the accountowner or the Beneficiary.

A Qualified Withdrawal is a withdrawal that is solely used to paythe Qualified Higher Education Expenses of the Beneficiary.

Qualified Higher Education ExpensesQualified Higher Education Expenses include:

• Tuition• Fees• Books• Supplies• Equipment• Computers

that are required for the enrollment or attendance of theBeneficiary at an Eligible Educational Institution.

Qualified Higher Education Expenses also include expenses forspecial needs services in the case of a special needs Beneficiary atan Eligible Educational Institution.

Expenses for the purchase of computer or peripheral equipment,computer software, or Internet access and related services, if suchequipment, software, or services are to be used primarily by theBeneficiary during any of the years the Beneficiary is enrolled atan Eligible Educational Institution regardless of whether suchtechnology or equipment is required by the Eligible EducationalInstitution. Computer software means any program designed tocause a computer to perform a desired function. Such term doesnot include any database or similar item unless the database oritem is in the public domain and is incidental to the operation ofotherwise qualifying computer software. Computer softwaredesigned for sports, games, or hobbies is not included unless thissoftware is predominantly educational in nature...

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53

In addition, reasonable room and board expenses are consideredQualified Higher Education Expenses for students enrolled on atleast a half-time basis at an Eligible Educational Institution.

Non-Qualified Withdrawal taxableThere are also potential federal income tax disadvantages to aninvestment in a qualified tuition program. To the extent that adistribution from an account is a Non-Qualified Withdrawal, theportion of the Non-Qualified Withdrawal attributable toinvestment earnings on the account will generally be ordinaryincome to the recipient of the withdrawal for the year in which thewithdrawal is made. One exception to this is when a Non-Qualified Withdrawal is used to pay the Beneficiary’s K-12 tuition.The earnings on such a withdrawal will not be included in therecipient’s income for federal tax purposes, up to the federal limit.No part of the earnings portion of a Non-Qualified Withdrawal willbe treated as capital gain. Under current law, the federal tax rateson ordinary income are generally greater than the tax rates oncapital gain. The contribution portion of a withdrawal is notincludable in gross income.

A Non-Qualified Withdrawal is a distribution from an account thatis not a Qualified Withdrawal, a qualified rollover, or a refund ofany Qualified Higher Education Expenses from an EligibleEducational Institution that is recontributed back into theBeneficiary’s account within 60 days of receipt of the refund fromthe Eligible Educational Institution.

Federal penalty tax on Non-Qualified WithdrawalsAdditionally, to the extent that a distribution is a Non-QualifiedWithdrawal, the federal income tax liability of the recipient will beincreased by an amount equal to 10% of any earnings portion ofthe withdrawal distribution.

Exceptions to penalty taxThe additional 10% federal tax will not apply if the Non-QualifiedWithdrawal is:

• Paid to the estate of a Beneficiary on or after the death of theBeneficiary;

• Used to pay for the Beneficiary’s K-12 tuition, up to thefederal limit (currently $10,000);

• Made on account of the disability of the Beneficiary. A personis considered to be disabled if he or she shows proof that heor she cannot do any substantial gainful activity because ofhis or her physical or mental condition. A physician mustdetermine that his or her condition can be expected to resultin death or to be of long-continued and indefinite duration;

• Included in income because the Beneficiary received a tax-free scholarship, up to the amount of the scholarshipreceived by the Beneficiary;

• Made on account of the attendance of the Beneficiary at aU.S. military academy (such as the United States Naval

Academy at Annapolis). This exception applies only to theextent that the amount of the distribution does not exceedthe costs of advanced education (as defined inSection 2005(d)(3) of Title 10 of the U.S. Code) attributable tosuch attendance; or

• Included in income only because the Qualified HigherEducation Expenses were taken into account in determiningthe American Opportunity and Lifetime Learning Tax Credits.

You should consult your own tax advisor regarding the applicationof any of the above exceptions.

RolloversNo portion of a qualified rollover is includable in the gross incomeof the account owner or the Beneficiary, or subject to theadditional 10% federal tax.

Change of BeneficiaryA change in the Beneficiary of an account is not treated as adistribution if the new Beneficiary is a Member of the Family ofthe former Beneficiary. However, if the new Beneficiary is not aMember of the Family of the former Beneficiary, the change istreated as a Non-Qualified Withdrawal by the account owner.

A change in the Beneficiary of an account or a transfer to anaccount for another Beneficiary may have federal gift tax orgeneration-skipping transfer (“GST”) tax consequences.

Earnings portionIf there are earnings in an account, each distribution from anaccount consists of two parts. One part is a return of thecontributions to the account. The other part is a distribution ofearnings in the account. A pro rata calculation is made as of thedate of the distribution of the earnings portion and thecontributions portion of the distribution.

For any year in which there is a withdrawal from an account, theProgram Manager will provide an IRS Form 1099-Q. This form willset forth the total amount of the withdrawal and identify theearnings portion and the contribution portion of any withdrawal.

Earnings aggregationAll Plan accounts for the benefit of a single Beneficiary and havingthe same account owner must be treated as a single account forpurposes of calculating the earnings portion of each withdrawal.Therefore, if more than one account is established for aBeneficiary that has the same account owner and a Non-QualifiedWithdrawal is made from one or more of those accounts, theamount includable in taxable income must be calculated basedon the earnings portion of all such accounts.

Thus, the amount withdrawn from an account may carry with it agreater or lesser amount of income than the earnings portion ofthat account alone, depending on the earnings portion of allother accounts for that Beneficiary with the same account owner.In the case of a Non-Qualified Withdrawal, this aggregation rule..

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54

may result in an account owner being taxed upon more or lessincome than that directly attributable to the earnings portion ofthe account from which the withdrawal was made.

Claiming a lossA loss can only be claimed when all funds in an account havebeen withdrawn and the total distributions from that account areless than the total contributions made to that account. If there is aloss on an account, those losses are not capital losses but claimedas a miscellaneous itemized deduction, subject to a two percent(2%) of adjusted gross income limit for federal income taxpurposes. Please consult with your own tax advisor regarding anyloss on an account.

Estate and gift taxFor federal gift and GST tax purposes, contributions to anaccount are considered a completed gift from the contributor tothe Beneficiary. Accordingly, except as described below, if anaccount owner dies while there is a balance in the account, thevalue of the account is not includable in the account owner’sestate for federal estate tax purposes. However, amounts in anaccount at the death of the Beneficiary are includable in theBeneficiary’s gross estate.

An account owner’s contributions to an account for a Beneficiaryare eligible for the gift tax annual exclusion. Contributions thatqualify for the gift tax annual exclusion are generally alsoexcludible for purposes of the federal GST tax, unless an electionis made on the federal gift tax return to the contrary. A donor’stotal contributions to an account for the Beneficiary in any givenyear (together with any other gifts made by the donor to theBeneficiary in the year) will not be considered taxable gifts andwill generally be excludible for purposes of the GST tax if the giftsdo not in total exceed the annual exclusion for the year. Currentlythe annual exclusion is $15,000 per donee ($30,000 for a marriedcouple that elects on a federal gift tax return to “split” gifts). Thismeans that in each calendar year you may contribute up to$15,000 to a Beneficiary’s account without the contribution beingconsidered a taxable gift, if you make no other gifts to theBeneficiary in the same year.

The annual exclusion is indexed for inflation and therefore isexpected to increase over time.

Five-year electionIn addition, if your total contributions to an account for aBeneficiary during a single year exceed the annual exclusion forthat year, you may elect to have the amount you contributed thatyear treated as though you made one-fifth of the contribution thatyear, and one-fifth of the contribution in each of the next fourcalendar years. You must make this election on your federal gifttax return by filing IRS Form 709.

This means that you may contribute up to $75,000 in a single yearto an account without the contribution being considered ataxable gift, provided that you make no other gifts to theBeneficiary in the same year in which the contribution is made and

in any of the succeeding four calendar years. Moreover, a marriedcontributor whose spouse elects on a federal gift tax return tohave gifts treated as “split” with the contributor may contributeup to twice that amount ($150,000) without the contribution beingconsidered a taxable gift, provided that neither spouse makesother gifts to the Beneficiary in the same year and in any of thesucceeding four calendar years. An election to have thecontribution taken into account ratably over a five-year periodmust be made by the donor on a federal gift tax return.

For example, an account owner who makes a $75,000 contributionto an account for a Beneficiary in 2019 may elect to have thatcontribution treated as a $15,000 gift in 2019 and a $15,000 gift ineach of the following four years. If the account owner makes noother contributions or gifts to the Beneficiary before January 1,2024, and has made no excess contributions treated as giftssubject to the one-fifth rule during any of the previous four years,the account owner will not be treated as making any taxable giftsto the Beneficiary during that five-year period. As a result, the$75,000 contribution will not be treated as a taxable gift and alsowill generally be excludible for purposes of the GST tax. However,if the account owner dies before the end of the five-year period,the portion of the contributions allocable to years after the year ofdeath will be includable in the account owner’s gross estate forfederal estate tax purposes.

Change of BeneficiaryA change of the Beneficiary of an account or transfer of anaccount to another Beneficiary may have federal gift taxconsequences. An account owner may change the Beneficiary ortransfer an account without gift tax consequences if the newBeneficiary is a Member of the Family of the replaced Beneficiaryand the new Beneficiary is assigned to the same generation as thereplaced Beneficiary. If the new Beneficiary is a Member of theFamily assigned to a younger generation than the replacedBeneficiary, the change will be treated for federal gift taxpurposes as a gift. Federal gift tax law is unclear as to whether thegift will be considered made by the account owner or by thereplaced Beneficiary.

A change of the Beneficiary of an account or a transfer to anaccount for another Beneficiary may also have GST taxconsequences. A change or transfer will be considered ageneration-skipping transfer if the new Beneficiary is two or moregenerations younger than the replaced Beneficiary.

A change of account ownership may also have gift and/or GST taxconsequences. Accordingly, account owners should consult theirown tax advisors for guidance when considering a change ofBeneficiary or account ownership.

Coordination with other education tax creditsEither an American Opportunity or a Lifetime Learning Tax Creditmay be taken in the same year that funds from your Plan accountare withdrawn. The use will not effect participation in or receipt ofbenefits from the Plan account as long as any withdrawal from thePlan account is not used for the same expenses for which thecredit was claimed...

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Please consult your own tax or legal advisor if you plan to claimthese tax credits.

Coverdell Education Savings Accounts (ESAs)An individual may contribute money to, or withdraw money from,both a TD Ameritrade 529 College Savings Plan account and anESA in the same year. The same expenses, however, cannot countboth as “qualified education expenses” for education savingsaccount purposes and Qualified Higher-Education Expenses forTD Ameritrade 529 College Savings Plan purposes. Accordingly,to the extent the total withdrawals from both programs exceedthe amount of the Qualified Higher Education Expenses incurredthat qualifies for tax-free treatment under Code Section 529, therecipient must allocate his or her Qualified Higher EducationExpenses between both such withdrawals in order to determinehow much may be treated as tax-free under each program. Pleaseconsult your tax or legal advisor for further details.

Lack of certaintyAs of the date of this Program Disclosure Statement, proposedregulations have been issued under Code Section 529 upon whichtaxpayers may rely at least until final regulations are issued. Theproposed regulations do not, however, provide guidance onvarious aspects of the Plan. It is uncertain when final regulationswill be issued. Therefore, there can be no assurance that thefederal tax consequences described herein for account ownersand Beneficiaries are applicable. Code Section 529 or otherfederal law could be amended in a manner that would materiallychange or eliminate the federal tax treatment described above.The Program Manager and Trustee intend to modify the Planwithin the constraints of applicable law for the Plan to meet therequirements of Code Section 529.

Nebraska state income tax deductionContributions by an account owner who files a Nebraska stateincome tax return, including the principal and earnings portions ofrollovers from another qualified college savings plan not issued bythe State of Nebraska, are deductible in computing the accountowner’s Nebraska taxable income for Nebraska income taxpurposes in an amount not to exceed $10,000 ($5,000 for marriedtaxpayers filing separate returns) in the aggregate for allcontributions to all accounts within the Trust in any taxable year.Contributions by a custodian of an UGMA or UTMA account whois also the parent or guardian of the Beneficiary of an UGMA orUTMA account may claim this deduction. Minors filing a Nebraskastate income tax return are eligible to take deductions for his orher contributions to his or her UGMA or UTMA account or to hisor her minor-owned account.

For contributions to be deductible for a given calendar year, theymust be postmarked prior to the end of that year (forcontributions sent by U.S. mail, the contribution must bepostmarked prior to the end of that year).

The following contributions are not eligible for the Nebraska statetax deduction:

• A parent or guardian’s contribution into a minor-ownedaccount

• Contributions by a custodian of an UGMA or UTMA accountwho is not the parent or guardian of the Beneficiary of anUGMA or UTMA account

• Contributions by any other person who is not the accountowner or parent or guardian custodian of an UGMA or UTMAaccount of the Beneficiary of an UGMA or UTMA account

• Contributions to an account from Ugift, Upromise® by SallieMae® Account or any other rewards program

Recapture of Nebraska income tax deductionNebraska law currently provides for the partial recapture of theNebraska state income tax deduction if a Participation Agreementis cancelled, when a Non-Qualified Withdrawal is made, or iffunds are rolled over to a qualified tuition program or ABLEprogram sponsored by another state or entity. Additionally, to theextent that a distribution constitutes a Non-Qualified Withdrawal,the Nebraska Department of Revenue will subject the distributionto partial recapture of the Nebraska state income tax deductionclaimed in prior years.

In general, an account owner or a custodian of an UGMA orUTMA account where the custodian is the parent or guardian ofthe Beneficiary of an UGMA or UTMA account must increase hisor her Nebraska taxable income by the amount of the cancellationdistribution, rollover to another state’s qualified tuition or ABLEprogram or Non-Qualified Withdrawal but only to the extentpreviously deducted. Before cancelling a ParticipationAgreement, rolling funds to another state’s qualified tuitionprogram or ABLE program, or requesting a Non-QualifiedWithdrawal, you should consult with your own legal or tax advisor.

Nebraska state income taxThe earnings credited to an account will not be includable incomputing the Nebraska taxable income of either the accountowner or the Beneficiary of the account so long as the earningsremain in the account. There are no Nebraska state income taxesdue on investment earnings paid out as a Qualified Withdrawal orincluded in a qualified rollover to an ABLE plan issued by theState of Nebraska.

However, there are Nebraska state income taxes due oninvestment earnings paid out as a Non-Qualified Withdrawal orincluded in a qualified rollover to a qualified tuition program orABLE plan not issued by the State of Nebraska. For Non-QualifiedWithdrawals distributed to the Beneficiary, the Beneficiary isresponsible for Nebraska state income tax on the earnings. ForNon-Qualified Withdrawals distributed to the account owner, theaccount owner is responsible for the Nebraska state income taxon the earnings...

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The account owner or Beneficiary will not be required to includeany amount in computing Nebraska taxable income as a result of:(1) a permissible change of a qualifying Beneficiary of an account;or (2) a transfer of amounts from an account of a Beneficiary to theaccount of a different qualifying Beneficiary, provided that in eachcase the new Beneficiary is a Member of the Family of thereplaced Beneficiary and that the transfers occur either directly orby deposit to the new account within 60 days of the withdrawalfrom the prior account.

Before investing in the Plan, you should consider carefully thefollowing:

• Investors should consider before investing whether theiror their beneficiary’s home state offers any state tax orother state benefits such as financial aid, scholarshipfunds, and protection from creditors that are onlyavailable for investments in such state’s qualified tuitionprogram;

• Any state-based benefit offered with respect to aparticular 529 college savings plan should be one of manyappropriately weighted factors to be considered inmaking an investment decision; and

• You should consult with your financial, tax or otheradvisor to learn more about how state-based benefits(including any limitations) would apply to your specificcircumstances. You may also wish to contact your homestate or any other 529 college savings plan to learn moreabout the features, benefits and limitations of that state’s529 college savings plan.

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57

PART 16 - OTHER CONSIDERATIONS

ScholarshipsIf the Beneficiary of your account receives a scholarship, all of thefunds in that Beneficiary’s account may not be needed to pay hisor her Qualified Higher Education Expenses. If you choose towithdraw funds from the account, any earnings portion of thewithdrawal will be includable in your federal gross income, but theportion of the withdrawal up to the amount of the scholarship willnot be subject to the additional 10% federal tax.

You may also change the Beneficiary on your account to cover theQualified Higher Education Expenses of the new Beneficiarywithout adverse federal income tax consequences if the newBeneficiary is a Member of the Family of the former Beneficiary.

ContestsThe TD Ameritrade 529 College Savings Plan may periodicallyparticipate in scholarship contests which award Plan contributionsto contest winners. In some circumstances, contest participationmay be limited to account owners who physically reside inNebraska. In other instances, that scholarship contest may beopen to all account owners nationwide.

Financial aidThe eligibility of the Beneficiary for financial aid may dependupon the circumstances of the Beneficiary’s family at the time theBeneficiary enrolls in an Eligible Educational Institution, as well ason the policies of the governmental agencies, school or privateorganizations to which the Beneficiary and/or the Beneficiary’sfamily applies for financial assistance. These policies vary atdifferent institutions and can change over time. Therefore, noperson or entity can say with certainty how aid programs, or theschool to which the Beneficiary applies, will treat your account.However, financial aid programs administered by agencies of theState of Nebraska will not take your account balance intoconsideration, except as may be otherwise provided by federallaw. For federal financial aid purposes, your account balance willbe included in the calculation of your expected familycontribution but only to the extent of approximately 5.64% ofqualified assets.

BankruptcyThe Bankruptcy Abuse Prevention and Consumer Protection Actof 2005 protects many Code Section 529 accounts in federalbankruptcy proceedings. Your account will be protected if theBeneficiary is your child, stepchild, grandchild, or step grandchild(including a child, stepchild, grandchild, or step grandchildthrough adoption or foster care) subject to the following limits:

• Contributions made to all Code Section 529 accounts for thesame Beneficiary more than 720 days before a federalbankruptcy filing are completely protected;

• Contributions made to all Code Section 529 accounts for thesame Beneficiary during the period between 365 days and720 days before a federal bankruptcy filing are protected upto $6,225; and

• Contributions made to all Code Section 529 accounts for thesame Beneficiary 365 days before a federal bankruptcy filingare not protected against creditor claims in federalbankruptcy proceedings.

Your own state law may offer additional creditor protections. Youshould consult your legal advisor regarding the effect of anybankruptcy filing on your account.

Creditor protectionThe legislation establishing the Trust is interpreted in accordancewith Nebraska law. Nebraska law generally provides that anyamount credited to an account is not susceptible to any levy,execution, judgment or other operation of law, garnishment orother judicial enforcement, and that an amount is not an asset orproperty of either the Beneficiary or the account owner forpurposes of any state insolvency or inheritance tax laws.

As of the date of this Program Disclosure Statement, courts haveyet to interpret, apply or rule on matters involving aninterpretation of the Nebraska legislation. None of the Trust, theNebraska State Treasurer, the Nebraska Investment Council, theNebraska State Investment Officer, the Program Manager, theDistributor, or TD Ameritrade makes any representations orwarranties regarding protection from creditors. You shouldconsult your legal advisor regarding this law and yourcircumstances.

AuditsNebraska law requires the Trust to be audited by a certified publicaccountant or the Nebraska State Auditor. The Trust’s auditedfinancial statements may be viewed or downloaded attreasurer.nebraska.gov. The Trustee has currently engagedHayes & Associates, L.L.C., Omaha, Nebraska, to perform theannual audit.

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58

PART 17 - GLOSSARY

Age-Based Investment Option means an Investment Optionthat invests in a mix of domestic equity, real estate, internationalequity, international bond, fixed income and money market fundsbased on the current age of the Beneficiary. Each Age-BasedInvestment Option adjusts over time (each age band is called aPortfolio) so that as the Beneficiary nears college enrollment agethe asset allocation between domestic equity, real estate,international equity, international bond, fixed income and moneymarket funds becomes more conservative relative to theallocation in earlier years. See “Part 7 – Age-Based InvestmentOptions.”

Ascensus College Savings Recordkeeping Services, LLCFirst National Bank of Omaha has partnered with AscensusCollege Savings Recordkeeping Services, LLC to provide certainadministration and online account management services for theTD Ameritrade 529 College Savings Plan. Ascensus CollegeSavings Recordkeeping Services, LLC is a leading administrator of529 college savings plans, dedicated to meeting the needs offamilies saving for college across the country.

Beneficiary means the individual designated in the EnrollmentForm as the Beneficiary of an account at the time the account isestablished, or the individual designated as the new Beneficiary ifthe account owner changes the Beneficiary of an account. TheBeneficiary must be a U.S. citizen or resident alien with a SocialSecurity number or taxpayer identification number. A Beneficiarymay be of any age. In the case of an account established by astate or local government or a Section 501(c)(3) organization aspart of a scholarship program, the Beneficiary is any individualreceiving benefits accumulated in the account as a scholarship.See “Part 4 – Beneficiaries.”

Code means the Internal Revenue Code of 1986, as amendedfrom time to time.

Distributor means any entity responsible for marketing andselling investment products.

Enrollment Form means the Plan Enrollment Form signed byan account owner establishing an account and agreeing to bebound by the terms of the Program Disclosure Statement andParticipation Agreement. A separate Enrollment Form is requiredfor each account.

Eligible Educational Institution means an eligibleeducational institution, as defined in Code Section 529. Thisgenerally includes any accredited post-secondary educationalinstitution in the United States offering credit toward a bachelor’sdegree, an associate’s degree, a graduate level or professionaldegree or another recognized post-secondary credential. Certainproprietary institutions, post-secondary vocational institutions andforeign schools also are Eligible Educational Institutions. Theseinstitutions must be eligible to participate in U.S. Department ofEducation student aid programs.

Individual Investment Option means an Investment Optionthat invests in a single investment fund. Account owners do nothave a direct ownership interest in the underlying fund. You canchoose to allocate your contributions to one or more IndividualInvestment Options according to your investment objective andrisk tolerance. The performance of the Individual InvestmentOptions is dependent on the performance of the individualunderlying funds, plus the timing of the purchases, and applicablefees. As a result, their performance may be more volatile than theother available Investment Options in the Plan. See “Part 9 –Individual Investment Options.”

Investment Option means any of the Investment Optionsavailable under the Plan. An account owner must designate anInvestment Option or Options on the Enrollment Form for eachaccount. The Plan currently has Age-Based, Static, and IndividualInvestment Options. See “Part 6 – Investment Options Overview.”

Maximum Contribution Limit means no additionalcontributions may be made for the benefit of a particularBeneficiary when the fair market value of all accounts owned by allaccount owners within the Trust for that Beneficiary exceeds$400,000. If, however, the market value of such accounts fallsbelow the Maximum Contribution Limit, additional contributionswill be accepted. The $400,000 Maximum Contribution Limitapplies to all accounts for the same Beneficiary in all plansadministered by the Nebraska State Treasurer, including theTD Ameritrade 529 College Savings Plan, the NEST Direct Plan,the NEST Advisor Plan, and the State Farm 529 Savings Plan.

Member of the Family means an individual who is related tothe Beneficiary in any of the following ways:

• A son or daughter, or a descendant of either;• A stepson or stepdaughter;• A brother, sister, stepbrother or stepsister;• The father or mother, or an ancestor of either;• A stepfather or stepmother;• A son or daughter of a brother or sister;• A brother or sister of the father or mother;• A son-in-law, daughter-in-law, father-in-law, mother-in-law,

brother-in-law or sister-in-law;• The spouse of the Beneficiary or the spouse of any of the

foregoing individuals; or• A first cousin of the Beneficiary.

For purposes of determining who is a Member of the Family, alegally adopted child or foster child of an individual is treated asthe child of such individual by blood. The terms brother and sisterinclude a brother or sister by the half-blood.

Non-Qualified Withdrawal means any distribution from anaccount to the extent it is not a Qualified Withdrawal, a qualifiedrollover or a refund of any Qualified Higher Education Expensesfrom an Eligible Educational Institution that is recontributed backinto the Beneficiary’s account within 60 days of receipt of therefund from the Eligible Educational Institution. The earnings..

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portion of a Non-Qualified Withdrawal will generally be treated asincome subject to state and federal income tax and an additional10% federal penalty tax, as well as partial recapture of anyNebraska state income tax deduction previously claimed. See“Part 15 – Federal and State Tax Considerations.”

Participation Agreement means the legally binding contractbetween an account owner and the Trust. However, the Trusteemay amend the Participation Agreement at any time.

Plan means the TD Ameritrade 529 College Savings Plan. See“Part 1 – Overview.”

Program Manager means First National Bank of Omaha, itsauthorized agents or any of its affiliates. See “Part 1 – Overview.”

Qualified Higher Education Expenses means theBeneficiary’s qualified higher education expenses, as defined inCode Section 529(e)(3). Currently, tuition, fees, books, suppliesand equipment required for the enrollment or attendance of aBeneficiary at an Eligible Educational Institution are consideredQualified Higher Education Expenses. Expenses for the purchaseof computer or peripheral equipment, computer software, orInternet access and related services, if such equipment, software,or services are to be used primarily by the Beneficiary during anyof the years the Beneficiary is enrolled at an Eligible EducationalInstitution are also considered Qualified Higher EducationExpenses regardless of whether such technology or equipment isrequired by the Eligible Educational Institution. Computersoftware means any program designed to cause a computer toperform a desired function. Such term does not include anydatabase or similar item unless the database or item is in thepublic domain and is incidental to the operation of otherwisequalifying computer software. Computer software designed forsports, games, or hobbies is not included unless this software ispredominantly educational in nature. Reasonable room and boardexpenses are included as Qualified Higher Education Expensesfor those students enrolled on at least a half-time basis. Inaddition, in the case of a special needs Beneficiary, QualifiedHigher Education Expenses include expenses for special needsservices that are incurred in connection with such Beneficiary’senrollment or attendance at an Eligible Educational Institution.

Qualified Withdrawal means a withdrawal from an accountthat is used to pay the Qualified Higher Education Expenses ofthe Beneficiary. A Qualified Withdrawal generally is not subject tofederal income tax. See “Part 14 – Distributions from an Account.”

Static Investment Option means an Investment Option thatmay invest in a mix of domestic equity, real estate, internationalequity, international bond, fixed income and money marketunderlying funds. Contributions and earnings are invested in a setasset or static allocation. Unlike the Age-Based InvestmentOptions, the Static Investment Options’ asset allocations do notadjust as the Beneficiary ages. See “Part 8 – Static InvestmentOptions.”

TD Ameritrade means TD Ameritrade, Inc., its authorizedagents or any of its affiliates. See “Part 1 – Overview.”

Trust means the Nebraska Educational Savings Plan Trust. See“Part 1 – Overview.”

Trustee means the Nebraska State Treasurer. See “Part 1 –Overview.”

Upromise® by Sallie Mae® Account means an accountmaintained with Upromise that is separate from the Plan and notaffiliated with TD Ameritrade, the Nebraska State Treasurer, theNebraska Investment Council, or the Program Manager. See“Part 5 – Contributing to an Account.”

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EXHIBIT A - PARTICIPATION AGREEMENT

Pursuant to the terms and conditions of this ParticipationAgreement, for the TD Ameritrade 529 College Savings Plan (the“Plan”), the account owner, by completing and signing anEnrollment Form, hereby requests the Nebraska EducationalSavings Plan Trust (the “Trust”) to open (or in the case of asuccessor account owner to maintain) an account for theBeneficiary on the Enrollment Form.

The Participant (“you”), the Trust, which holds the assets for thePlan, the Nebraska State Treasurer (“Trustee”), First NationalBank of Omaha, as the Program Manager (“Program Manager”),or its authorized agents and their affiliates, and TD Ameritrade orits authorized agents and its affiliates agree as follows:

Section 1. Accounts and Beneficiaries.(a) Opening account. The purpose of this Participation Agreement

is to establish an account for the Qualified Higher EducationExpenses of the Beneficiary named in the Enrollment Form.

(b) Separate accounts. The Trust will maintain a separate accountfor each Beneficiary. Each account is governed by aParticipation Agreement. All assets held in your account areheld for the exclusive benefit of you and the Beneficiary asprovided by applicable law.

(c) Naming and changing Beneficiaries. You will name theBeneficiary in the Enrollment Form. You can change theBeneficiary at any time, subject to limitations imposed byfederal and state law. To avoid adverse income taxconsequences, the new Beneficiary must be a Member of theFamily of the former Beneficiary, as that term is defined underSection 529(e)(2) of the Internal Revenue Code of 1986, asamended, or any other corresponding provision of future law(the “Code”). The designation of the new Beneficiary will beeffective upon receipt of the appropriate form, properlycompleted.

(d) Choice of Investment Option. Money invested in an account isinvested in the Investment Option or Options designated inthe Enrollment Form by you. The account owner may changethe Investment Options or Options in which money is investedtwice every calendar year or upon a change of Beneficiary.

Section 2. Contributions.(a) Contributions to be in cash equivalents. Cash equivalents

mean only (i) checks, (ii) payroll deductions made by youremployer, (iii) electronic funds transfers from your bank,(iv) automatic investment plan, (v) funds wired through theFederal Reserve System, or (vi) a rollover from another 529qualified tuition program.

(b) Minimum contributions. A contribution need not be madeevery year. If you use a payroll deduction plan or monthlyautomatic deductions from your bank account, the Plan has nominimum initial or subsequent required contributions.

(c) Additional contributions. You may make additionalcontributions at any time.

(d) Maximum Contribution Limit. The Trustee will set a MaximumContribution Limit for each Beneficiary. You may not makeadditional contributions to any account for a Beneficiary whenthe fair market value of all accounts owned by all accountowners within the Trust for a Beneficiary equals the MaximumContribution Limit. If, however, the fair market value of suchaccount falls below the Maximum Contribution Limit,additional contributions will be accepted. The Trust will informyou of the Maximum Contribution Limit for each year.Currently, the Maximum Contribution Limit is $400,000. The$400,000 per Beneficiary Maximum Contribution Limit appliesto all accounts for the same Beneficiary in all plansadministered by the Trustee, including the Plan, the NESTDirect Plan, the NEST Advisor Plan and the State Farm 529Savings Plan.

Section 3. Distribution From Accounts.You may direct the Trustee to distribute part or all of the money inan account at any time.

(a) You must complete the appropriate form or follow such otherprocedures for the withdrawal of money in an account as theProgram Manager may designate. The Program Manager maychange the form or modify the procedures for withdrawingmoney from an account from time to time.

(b) You acknowledge the earnings portion of a Non-QualifiedWithdrawal, as defined in the Program Disclosure Statement,will be included in your income for federal and state incometax purposes and may be subject to a 10% federal tax, as wellas partial recapture of any Nebraska state income taxdeduction previously claimed.

(c) Notwithstanding any other provision of this Agreement, theTrustee or the Program Manager may terminate an account atany time upon a determination that you or the Beneficiary haveprovided false or misleading information to the Trust, theProgram Manager or an Eligible Educational Institution. TheTrustee will pay you the balance remaining in the account, lessany fees, if applicable.

Section 4. Your Representations andAcknowledgments.You hereby represent and warrant to, and agree with, the Trust,the Trustee and the Program Manager as follows:

(a) I have accepted, read and understand the Program DisclosureStatement for the TD Ameritrade 529 College Savings Plan andhave carefully reviewed all the information contained therein,including information provided by or with respect to the Trustand the Program Manager. You also agree that you have hadthe opportunity to review and hereby approve and consent toall compensation paid or received by any party connected withthe Trust or any of its investments. In making a decision to..

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open an account and enter into this Participation Agreement, Ihave not relied upon any representations or other information,whether oral or written, other than as set forth in the ProgramDisclosure Statement and this Participation Agreement.

(b) You acknowledge and agree that the value of any account willincrease or decrease based on the investment performance ofthe Investment Options of the Trust in which the account isthen invested. YOU UNDERSTAND THAT THE VALUE OF ANYACCOUNT MAY BE MORE OR LESS THAN THE AMOUNTINVESTED IN THE ACCOUNT. You agree that all investmentdecisions will be made by the Nebraska Investment Council orany other adviser hired by the Trust, and that you will not directthe investment of any funds invested in the Trust, eitherdirectly or indirectly. You also acknowledge and agree thatnone of the State of Nebraska, the State Investment Officer,the Nebraska Investment Council, the Trust, the Trustee, theProgram Manager, TD Ameritrade, TD Ameritrade InvestmentManagement, LLC (“TDAIM”) or any other adviser orconsultant retained by or on behalf of the Trust makes anyguarantee that you will not suffer a loss of the amount investedin any account.

(c) You understand that so long as the Program Manager isperforming services for the Trust, it may follow the directives ofthe Trustee and the Nebraska Investment Council. Whenacting in such capacity, the Program Manager will have noliability to you or any other Beneficiary of this Agreement.

(d) You acknowledge and agree that participation in the Plan doesnot guarantee that any Beneficiary: (i) will be accepted as astudent by an Eligible Educational Institution; (ii) if accepted,will be permitted to continue as a student; (iii) will be treatedas a state resident of any state for tuition purposes; (iv) willgraduate from any Eligible Educational Institution; or (v) willachieve any particular treatment under applicable state orfederal financial aid program. You also acknowledge and agreethat none of the State of Nebraska, the Trust, the Trustee, theProgram Manager, TD Ameritrade, TDAIM or any other adviseror consultant retained by or on behalf of the Trust makes anysuch representation or guarantee.

(e) You acknowledge and agree that no account will be used ascollateral for any loan. Any attempted use of an account ascollateral for a loan will be void.

(f) You acknowledge and agree that the Trust will not loan anyassets to you or the Beneficiary.

(g) You acknowledge and agree that the Trust is established andmaintained by the Treasurer of the State of Nebraska, pursuantto state law, and is intended to qualify for certain federalincome tax consequences under Code Section 529. You furtheracknowledge that such federal and state laws are subject tochange, sometimes with retroactive effect, and that neither theState of Nebraska, the Trust, the Trustee, the ProgramManager, TD Ameritrade, TDAIM nor any adviser or consultant

retained by the Trust makes any representation that such stateor federal laws will not be changed or repealed.

(h) You acknowledge and agree that the Trust is the record ownerof the shares of any underlying investments in which eachInvestment Option is invested and that you will have no rightto vote, or direct the voting of, any proxy with respect to suchshares.

(i) If you are establishing an account as a custodian for a minorunder UGMA/UTMA, you understand and agree that youassume any responsibility for any adverse consequencesresulting from the establishment of an account.

(j) You understand and agree that your account and thisAgreement are subject to the rules and regulations as theState Treasurer may promulgate in accordance with Nebraskalaw. You also understand and agree that all decisions andinterpretations by the Trustee, the Nebraska InvestmentCouncil, or the Program Manager in connection with the Planshall be final and binding on you and your Beneficiary and anysuccessors.

Section 5. Fees and Expenses.The Trust will make certain charges against each account in orderto provide for the costs of administration of the accounts andsuch other purposes as the Trustee shall determine appropriate.

(a) Program Management Fee. Each Investment Option is subjectto a program management fee at an annual rate of 0.25% ofthe average daily net assets, which is accrued daily andreflected in the price of each Investment Option.

(b) Investment Management Fees. You acknowledge and agreethat each of the underlying funds also may have investmentmanagement fees and other expenses, which will be disclosedor made available on an annual basis.

(c) TD Ameritrade sub-administration fee. Each InvestmentOption is subject to a TD Ameritrade sub-administration fee atan annual rate of 0.05% of the average daily net assets, which isaccrued daily and reflected in the price of each InvestmentOption.

(d) TDAIM portfolio consulting fee. Each Age-Based and StaticInvestment Option is subject to a TDAIM portfolio consultingfee of 0.10% of the average daily net assets, which is accrueddaily and reflected in the price of each applicable InvestmentOption.

(e) State Administration Fee. Each Investment Option is subject toa state administration fee at an annual rate of 0.02% of theaverage daily net assets, which is accrued daily and reflected inthe price of each Investment Option.

(f) Change in fees. You acknowledge and agree that the chargesdescribed above may be increased or decreased as theTrustee and the Nebraska Investment Council shall determineto be appropriate...

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Section 6. Necessity of Qualification.The Trust intends to qualify for favorable federal tax treatmentunder Code Section 529. You agree and acknowledge thatqualification under Code Section 529 is vital and agree that theTrustee may amend this Participation Agreement upon adetermination that such an amendment is required to maintainsuch qualification.

Section 7. Reporting.The Trust, through the Program Manager, will make quarterlyreports of account activity and the value of each account. Accountinformation can also be obtained via the Plan’s secure website.

Section 8. Account Owner’s Indemnity.You recognize that each account will be established based uponyour statements, agreements, representations and warranties setforth in this Participation Agreement and the Enrollment Form.You agree to indemnify and to hold harmless the Trust, theTrustee, the Nebraska Investment Council, the Nebraska StateInvestment Officer, the Program Manager and its affiliates, FirstNational Capital Markets, Inc. (the “Distributor”), TD Ameritrade,TDAIM and any representatives of the Trust, the Trustee, theProgram Manager, the Distributor, TD Ameritrade or TDAIM fromand against any and all loss, damage, liability or expense,including costs of reasonable attorneys’ fees to which they may beput or which they may incur by reason of, or in connection with,any breach by you of your acknowledgments, representations orwarranties or any failure of you to fulfill any covenants oragreements set forth herein. You agree that all statements,representations and warranties will survive the termination of youraccount.

Section 9. Amendment and Termination.Nothing contained in the Trust or this Participation Agreementshall constitute an agreement or representation by the Trustee oranyone else that the Trust will continue in existence. At any time,the Trustee may amend this Participation Agreement or suspendor terminate the Trust by giving written notice of such action tothe account owner, so long as, after the action, the assets in youraccounts are still held for the exclusive benefit of you and yourBeneficiaries.

Section 10. Governing Law.This Agreement shall be governed and interpreted in accordancewith the laws of the State of Nebraska. All parties agree thatexclusive venue and jurisdiction for any legal proceedings relatedto this Participation Agreement or the TD Ameritrade 529 CollegeSavings Plan shall be in the State of Nebraska.

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TD Ameritrade 529 College Savings PlanP.O. Box 30278Omaha, NE 68103-1378

877.408.4644www.tdameritrade.com/collegesavings

TD Ameritrade, Inc. renders certain marketing and administrativeservices to the TD Ameritrade 529 College Savings Plan.TD Ameritrade is a trademark jointly owned by TD Ameritrade IPCompany, Inc. and the Toronto-Dominion Bank. All rightsreserved. Used with permission.

TD Ameritrade 529 College Savings PlanProgram Disclosure Statement

November 18, 2019

NETDPDS1119....

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