Investment Company Act file number 811-09301 |
|
(Exact name of registrant as specified in charter) 730 Third Avenue New York, New York 10017-3206 |
(Address of principal executive offices) (Zip code) Diana R. Gonzalez, Esq. TIAA-CREF Funds 8500 Andrew Carnegie Boulevard Charlotte, North Carolina 28262 |
Item 1. | Reports to Stockholders. |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class I Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245P692_SAR_0924 3927924‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class A Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245M616_SAR_0924 3927924‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Premier Class Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245M590_SAR_0924 3927924‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Retirement Class Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245M855_SAR_0924 3927924‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class R6 Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245M848_SAR_0924 3927924‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class W Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245P411_SAR_0924 3927924‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class I Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245P718_SAR_0924 3927907‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class A Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
886315712_SAR_0924 3927907‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Premier Class Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245M491_SAR_0924 3927907‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Retirement Class Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
886315720_SAR_0924 3927907‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class R6 Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87244W607_SAR_0924 3927907‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class W Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245P429_SAR_0924 3927907‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class I Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245P635_SAR_0924 3928085‑INV‑B‑11/25 (A, I, Premier, R6, Retirement) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class A Shares |
$ |
Fund net assets |
$ | |
Total number of portfolio holdings |
||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245R714_SAR_0924 3928085‑INV‑B‑11/25 (A, I, Premier, R6, Retirement) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Premier Class Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245R680_SAR_0924 3928085‑INV‑B‑11/25 (A, I, Premier, R6, Retirement) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Retirement Class Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245R698_SAR_0924 3928085‑INV‑B‑11/25 (A, I, Premier, R6, Retirement) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class R6 Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245R672_SAR_0924 3928085‑INV‑B‑11/25 (A, I, Premier, R6, Retirement) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class I Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245P684_SAR_0924 3927940‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class A Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
886315407_SAR_0924 3927940‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Premier Class Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245M483_SAR_0924 3927940‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Retirement Class Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
886315605_SAR_0924 3927940‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class R6 Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
886315506_SAR_0924 3927940‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class W Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245P395_SAR_0924 3927940‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class I Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245P627_SAR_0924 3928094‑INV‑B‑11/25 (A, I, R6) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class A Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
886315878_SAR_0924 3928094‑INV‑B‑11/25 (A, I, R6) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class R6 Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
886315860_SAR_0924 3928094‑INV‑B‑11/25 (A, I, R6) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class I Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87249N875_SAR_0924 3927961‑INV‑B‑11/25 (A, I, Premier, R6, Retirement) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class A Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87249N842_SAR_0924 3927961‑INV‑B‑11/25 (A, I, Premier, R6, Retirement) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Premier Class Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87249N867_SAR_0924 3927961‑INV‑B‑11/25 (A, I, Premier, R6, Retirement) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Retirement Class Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87249N859_SAR_0924 3927961‑INV‑B‑11/25 (A, I, Premier, R6, Retirement) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class R6 Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87249N883_SAR_0924 3927961‑INV‑B‑11/25 (A, I, Premier, R6, Retirement) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class I Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245P676_SAR_0924 3927978‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class A Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
886315811_SAR_0924 3927978‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Premier Class Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245M467_SAR_0924 3927978‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Retirement Class Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
886315787_SAR_0924 3927978‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class R6 Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
886315795_SAR_0924 3927978‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class W Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245P387_SAR_0924 3927978‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class I Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245P668_SAR_0924 3928107‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class A Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87244W474_SAR_0924 3928107‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Premier Class Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245M459_SAR_0924 3928107‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Retirement Class Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
886315696_SAR_0924 3928107‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class R6 Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87244W482_SAR_0924 3928107‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class W Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245P379_SAR_0924 3928107‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class I Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87249N826_SAR_0924 3928015‑INV‑B‑11/25 (A, I, Premier, R6, Retirement) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class A Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87249N784_SAR_0924 3928015‑INV‑B‑11/25 (A, I, Premier, R6, Retirement) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Premier Class Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87249N818_SAR_0924 3928015‑INV‑B‑11/25 (A, I, Premier, R6, Retirement) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Retirement Class Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87249N792_SAR_0924 3928015‑INV‑B‑11/25 (A, I, Premier, R6, Retirement) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class R6 Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87249N834_SAR_0924 3928015‑INV‑B‑11/25 (A, I, Premier, R6, Retirement) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class I Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245P650_SAR_0924 3928031‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class A Shares |
$ |
Fund net assets |
$ | |||
Total number of portfolio holdings |
||||
Portfolio turnover (%) |
1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
886315704_SAR_0924 3928031‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
|
Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Premier Class Shares |
$ |
Fund net assets |
$ | |||
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1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245M475_SAR_0924 3928031‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
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Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Retirement Class Shares |
$ |
Fund net assets |
$ | |||
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• | prospectus • financial statements and other information • fund holdings • proxy voting information |
886315886_SAR_0924 3928031‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
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Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class R6 Shares |
$ |
Fund net assets |
$ | |||
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• | prospectus • financial statements and other information • fund holdings • proxy voting information |
886315803_SAR_0924 3928031‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
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Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class W Shares |
$ |
Fund net assets |
$ | |||
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1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245P361_SAR_0924 3928031‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
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Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class I Shares |
$ |
Fund net assets |
$ | |||
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1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245P643_SAR_0924 3928066‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
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Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class A Shares |
$ |
Fund net assets |
$ | |||
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1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245R466_SAR_0924 3928066-INV-B-11/25 (A, I, Premier, R6, Retirement, W) |
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Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Premier Class Shares |
$ |
Fund net assets |
$ | |||
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• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245R441_SAR_0924 3928066‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
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Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Retirement Class Shares |
$ |
Fund net assets |
$ | |||
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• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245R458_SAR_0924 3928066‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
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Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class R6 Shares |
$ |
Fund net assets |
$ | |||
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• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245R433_SAR_0924 3928066‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
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Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class W Shares |
$ |
Fund net assets |
$ | |||
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• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245P353_SAR_0924 3928066‑INV‑B‑11/25 (A, I, Premier, R6, Retirement, W) |
2 |
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Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class I Shares |
$ |
Fund net assets |
$ | |||
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1 | continued>> |
• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87245P619_SAR_0924 3927991‑INV‑B‑11/25 (A, I, Premier, R6, Retirement) |
2 |
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Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class A Shares |
$ |
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$ | |||
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• | prospectus • financial statements and other information • fund holdings • proxy voting information |
886315670_SAR_0924 3927991‑INV‑B‑11/25 (A, I, Premier, R6, Retirement) |
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Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Premier Class Shares |
$ |
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87245M442_SAR_0924 3927991‑INV‑B‑11/25 (A, I, Premier, R6, Retirement) |
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Semi-Annual Shareholder Report September 30, 2024 |
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Costs paid as a percentage of $10,000 investment* | |||
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886315688_SAR_0924 3927991‑INV‑B‑11/25 (A, I, Premier, R6, Retirement) |
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Semi-Annual Shareholder Report September 30, 2024 |
Cost of a $10,000 investment |
Costs paid as a percentage of $10,000 investment* | |||
Class R6 Shares |
$ |
Fund net assets |
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• | prospectus • financial statements and other information • fund holdings • proxy voting information |
87244W706_SAR_0924 3927991‑INV‑B‑11/25 (A, I, Premier, R6, Retirement) |
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Semi-Annual Shareholder Report September 30, 2024 |
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$ |
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87245P593_SAR_0924 3928111‑INV‑B‑11/25 (A, I, Premier, R6, Retirement) |
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Semi-Annual Shareholder Report September 30, 2024 |
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87244W771_SAR_0924 3928111‑INV‑B‑11/25 (A, I, Premier, R6, Retirement) |
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Semi-Annual Shareholder Report September 30, 2024 |
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87245M327_SAR_0924 3928111‑INV‑B‑11/25 (A, I, Premier, R6, Retirement) |
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Semi-Annual Shareholder Report September 30, 2024 |
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87244W789_SAR_0924 3928111‑INV‑B‑11/25 (A, I, Premier, R6, Retirement) |
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Semi-Annual Shareholder Report September 30, 2024 |
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Costs paid as a percentage of $10,000 investment* | |||
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87244W797_SAR_0924 3928111‑INV‑B‑11/25 (A, I, Premier, R6, Retirement) |
2 |
Item 2. | Code of Ethics. |
Not applicable to this filing.
Item 3. | Audit Committee Financial Expert. |
Not applicable to this filing.
Item 4. | Principal Accountant Fees and Services. |
Not applicable to this filing.
Item 5. | Audit Committee of Listed Registrants. |
Not applicable to this registrant.
Item 6. | Investments. |
(a) | Schedule of Investments is included as part of the financial statements filed under Item 7 of this Form N-CSR. |
(b) | Not applicable. |
Item 7. | Financial Statements and Financial Highlights for Open-End Management Investment Companies. |
Item 8. | Changes in and Disagreements with Accountants for Open-End Management Investment Companies. |
Not applicable.
Item 9. | Proxy Disclosures for Open-End Management Investment Companies. |
Not applicable.
Item 10. | Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies. |
Remuneration paid to directors, officers and others is included in the Statement of Operations under the line items “Trustee Fees” and “Management Fees” as part of the financial statements filed under Item 7 of this Form N-CSR.
Item 11. | Statement Regarding Basis for Approval of Investment Advisory Contract. |
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract
Nuveen Core Bond Fund
Nuveen Bond Index Fund
Nuveen Core Plus Bond Fund
Nuveen Green Bond Fund
Nuveen High Yield Fund
Nuveen Money Market Fund
Nuveen Short Duration Impact Bond Fund
Nuveen Short Term Bond Fund
Nuveen Short Term Bond Index Fund
Nuveen Core Impact Bond Fund
Nuveen 5-15 Year Laddered Tax Exempt Bond Fund
The Approval Process
At meetings held on April 18 and 19, 2024 (the “Meeting”), the Board of Trustees (collectively, the “Board” and each Trustee, a “Board Member”) of TIAA-CREF Funds (the “Trust”) approved, for each applicable series of the Trust, the renewal of the investment management agreement with Teachers Advisors, LLC (“TAL” and TAL is an “Adviser”) pursuant to which TAL serves as investment adviser to such funds. The Board Members are not “interested persons” (as defined under the Investment Company Act of 1940 (the “1940 Act”)) and, therefore, the Board is deemed to be comprised of all disinterested Board Members. References to the Board and the Board Members are interchangeable. Below is a summary of the annual review process the Board undertook related to its most recent renewal of the investment management agreement (each an “Advisory Agreement”) with respect to each series listed above (the “Funds”).
In accordance with applicable law, following up to an initial two-year period, the Board considers the renewal of each Advisory Agreement on behalf of the applicable Fund on an annual basis. In addition, the fund complex consists of the group of funds advised by TAL (collectively referred to as the “TC funds”) and the group of funds advised by Nuveen Fund Advisors, LLC (“NFAL” and such funds are collectively, the “Nuveen funds”). For clarity, TAL serves as Adviser to the TC funds, including the Funds, and NFAL serves as “Adviser” to the Nuveen funds. The Board Members considered that the prior separate boards of the TC funds and Nuveen funds were consolidated effective in January 2024. Accordingly, at the Meeting, the Board Members considered the review of the advisory agreements for the TC funds as well as reviewed the investment management agreements and sub-advisory agreements for the Nuveen funds. Depending on the appropriate context, references to “the Adviser” may be to TAL with respect to the TC funds and/or NFAL with respect to the Nuveen funds.
The Board Members considered the review of the advisory agreements of the TC funds and the Nuveen funds to be an ongoing process. The Board Members therefore employed the accumulated information, knowledge and experience they had gained during their tenure on the respective board of the TC funds or Nuveen funds (as the case may be) governing the applicable funds and working with the respective investment advisers and sub- advisers, as applicable, in their review of the advisory agreements for the fund complex.
During the course of the year prior to the Meeting, the Board and/or its committees received a wide variety of materials that covered a range of topics relevant to the Board’s annual consideration of the renewal of the advisory agreements, including reports on fund investment results over various periods; product initiatives for various funds; fund expenses; compliance, regulatory and risk management matters; trading practices, including soft dollar arrangements (as applicable); the liquidity and derivatives risk management programs; management of distributions; valuation of securities; payments to financial intermediaries, including 12b-1 expenses (as applicable); securities lending (as applicable); and overall market and regulatory developments. The Board also met periodically with and/or received presentations by key investment professionals managing a fund’s portfolio. In particular, at the Board meeting held on February 27-29, 2024 (the “February Meeting”), the Board and/or its Investment Committee received the annual performance review of the funds as described in further detail below. The presentations, discussions and meetings throughout the year also provide a means for the Board to evaluate and consider the level, breadth and quality of services provided by the Adviser and how such services have changed over time in light of new or modified regulatory requirements, changes to market conditions or other factors.
In connection with its annual consideration of the advisory agreements, the Board, through its independent legal counsel, requested and received extensive materials and information prepared specifically for its review of the advisory agreements. The materials provided at the Meeting and/ or prior meetings covered a wide range of matters including, but not limited to, a description of the nature, extent and quality of services provided by the Adviser; the consolidation of the Nuveen fund family and TC fund family; a review of product actions advanced in 2023 for the benefit of particular funds and/or the fund complex; a review of the applicable investment team; an analysis of fund performance with a focus on funds considered to have met certain challenged performance measurements; an analysis of the fees and expense ratios of the funds with a focus on funds considered to have certain expense characteristics; a list of management fee schedules; a review of contractual and/or voluntary expense caps and fee waivers for the TC funds; a description of portfolio manager compensation; a description of the profitability and/or financial data of Nuveen and TAL; and a description of indirect benefits received by the Adviser as a result of its relationships with the funds. The Board also considered information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data, comparing fee and expense levels of each respective fund to those of a peer universe and, with respect to open-end funds, also to a peer group of funds selected by Broadridge, subject to certain exceptions.
1
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract (continued)
The information prepared specifically for the annual review supplemented the information provided to the Board and its committees and the evaluations of the funds by the Board and its committees during the year. The Board’s review of the advisory agreements for the fund complex is based on all the information provided to the Board and its committees over time. The performance, fee and expense data and other information provided by the Adviser, Broadridge or other service providers were not independently verified by the Board Members.
As part of their review, the Board Members and independent legal counsel met by videoconference in executive session on April 10, 2024 (the “April Executive Session”) to review and discuss materials provided in connection with their annual review of the advisory agreements for the fund complex. After reviewing this information, the Board Members requested, directly or through independent legal counsel, additional information, and the Board subsequently reviewed and discussed the responses to these follow-up questions and requests.
The Board Members were advised by independent legal counsel during the annual review process as well as throughout the year, including meeting in executive sessions with such counsel at which no representatives of management were present. In connection with their annual review, the Board Members also received a memorandum from independent legal counsel outlining their fiduciary duties and legal standards in reviewing the Advisory Agreements, including guidance from court cases evaluating advisory fees.
The Board’s decisions to renew each Advisory Agreement were not based on a single identified factor, but rather each decision reflected the comprehensive consideration of all the information provided to the Board and its committees throughout the year as well as the materials prepared specifically in connection with the annual review process. The contractual arrangements may reflect the results of prior year(s) of review, negotiation and information provided in connection with the Board’s annual review of the funds’ advisory arrangements and oversight of the funds. Each Board Member may have attributed different levels of importance to the various factors and information considered in connection with the annual review process and may have placed different emphasis on the relevant information year to year in light of, among other things, changing market and economic conditions. A summary of the principal factors and information, but not all the factors, the Board considered in deciding to renew the Advisory Agreements is set forth below.
A. | Nature, Extent and Quality of Services |
In evaluating the renewal of the Advisory Agreements, the Board Members received and considered information regarding the nature, extent and quality of the Adviser’s services provided to each respective Fund with particular focus on the services and enhancements or changes to such services provided during the last year.
The Board considered that the Adviser provides a wide array of management, oversight and other services to manage and operate the applicable funds. The Board considered the Adviser’s and its affiliates’ dedication of resources, time, people and capital as well as continual program of improvement and innovation aimed at enhancing the funds and fund complex for investors and meeting the needs of an increasingly complex regulatory environment. In particular, over the past several years, the Board considered the significant resources, both financial and personnel, the Adviser and its affiliates have committed in working to consolidate the Nuveen fund family and TC fund family under one centralized umbrella. The Board considered that the organizational changes in bringing together Nuveen, its affiliates and TIAA’s (as defined below) asset management businesses, consolidating the Nuveen and TC fund families and other initiatives were anticipated to provide various benefits for the funds through, among other things, enhanced operating efficiencies, centralized investment leadership and a centralized shared resources and support model. As part of these efforts, the boards of the TC funds and Nuveen funds were consolidated effective in January 2024. In addition, in conjunction with these consolidation efforts, the Board approved at the Meeting changes to fee and breakpoint structures that could provide cost savings to participating funds, as described in further detail below.
The Board also reviewed information regarding other product actions undertaken or continued by management in the 2023 calendar year in seeking to improve the effectiveness of the organization, the product line-up as well as particular funds through, among other things, continuing to review and optimize the product line and gaining efficiencies through mergers and liquidations; reviewing and updating investment policies and benchmarks; implementing fee waivers and/or expense cap changes for certain funds; evaluating and adjusting portfolio management teams as appropriate for various funds; and developing policy positions on a broad range of regulatory proposals that may impact the funds and communicating with lawmakers and other regulatory authorities to help ensure these positions are considered. In its review, the Board considered that the funds operated in a highly regulated industry and the scope and complexity of the services and resources that the Adviser and its affiliates must provide to manage and operate the applicable funds have expanded over the years as a result of, among other things, regulatory, market and other developments, such as the adoption of the tailored shareholder report or the revised fund name rule.
In considering the breadth and quality of services TAL and its various teams provide with respect to the TC funds, the Board considered that TAL is responsible for providing various types of investment advisory services, including, among other things, furnishing an investment program for each TC fund; managing the assets of such funds, including conducting research, identifying investments and placing orders for the purchase or sale of the portfolio investments for the fund; and evaluating fund performance and implementing changes thereto. The Board further considered that over the course of the 2023 calendar year, the Nuveen global public product team which supports the funds in the fund complex and their shareholders assessed the investment personnel across the investment leadership teams which resulted in additions or other modifications to the portfolio management teams of various funds. The Board also reviewed a description of the compensation structure applicable to certain portfolio managers.
In addition to the above investment advisory services, the Board further considered the extensive compliance, regulatory, administrative and other services the Adviser and its various teams or affiliates provide to manage and operate the applicable funds. Given the highly regulated industry in which the funds operate, the Board considered the breadth of the Adviser’s compliance program and related policies and procedures. The Board reviewed various initiatives the Adviser’s compliance team undertook or continued in 2023, in part, to address new regulatory requirements, support international business growth and product development, enhance international trading capabilities, enhance monitoring capabilities in light of the new regulatory requirements and guidance and maintain a comprehensive training program. The Board further considered, among other things, that other non-advisory services provided included, among other things, board support and reporting; establishing and reviewing the services provided by other fund service providers (such as a fund’s custodian, accountant, and transfer agent); risk management, including reviews of the liquidity
2
risk management and derivatives risk management programs; legal support services; regulatory advocacy; and cybersecurity, business continuity and disaster recovery planning and testing. With respect to the TC funds, the Board considered that certain non-investment and non-distribution services were provided by TAL or its affiliates pursuant to a separate administrative agreement; however, given the consolidation of the TC funds and Nuveen funds with the centralization of services and resources, such administrative agreement was anticipated to be phased out over a three-year period with the administrative services for the Funds to be provided under the respective Advisory Agreements at no additional cost.
Aside from the services provided, the Board considered the financial resources of the Adviser and/or its affiliates and their willingness to make investments in the technology, personnel and infrastructure to support the funds, including to enhance global talent, middle office systems, software and international and internal capabilities. The Board considered the access provided by the Adviser and its affiliates to a seed capital budget to support new or existing funds and/or facilitate changes for a respective fund. The Board considered the benefits to shareholders of investing in a fund that is a part of a large fund complex with a variety of investment disciplines, capabilities, expertise and resources available to navigate and support the funds including during stressed times. The Board considered the overall reputation and capabilities of the Adviser and its affiliates and the Adviser’s continuing commitment to provide high quality services.
In its review, the Board also considered the significant risks borne by the Adviser and its affiliates in connection with their services to the applicable funds, including entrepreneurial risks in sponsoring and supporting new funds and smaller funds and ongoing risks with managing the funds, such as investment, operational, reputational, regulatory, compliance and litigation risks.
Based on its review, the Board determined, in the exercise of its reasonable business judgment, that it was satisfied with the nature, extent and quality of services provided to the respective Funds under each applicable Advisory Agreement.
B. | The Investment Performance of the Funds and Adviser |
In evaluating the quality of the services provided by the Adviser, the Board also considered a variety of investment performance data of the Funds. In this regard, the Board and/or its Investment Committee reviewed, among other things, performance of the Funds over the quarter, one-, three- and five-year periods ending December 31, 2023 and March 31, 2024. For those Funds with multiple share classes, the performance data was based on Class R6 shares (formerly, the Institutional Class shares); however, the performance of other share classes was substantially similar as those other share classes invest in the same portfolio of securities and differences in performance among the classes would be principally attributed to the variations in the expense structures of the share classes. The Board performed its annual review of fund performance at its February Meeting and an additional review at the April Executive Session and also reviewed and discussed performance data at its other regularly scheduled quarterly meetings throughout the year. The Board therefore took into account the performance data, presentations and discussions (written and oral) that were provided at the Meeting and in prior meetings over time in evaluating fund performance, including management’s analysis of a fund’s performance with particular focus on funds that met certain challenged performance measurements as determined pursuant to a methodology approved by the Board or additional measurements as determined by management’s investment analysts. As various funds have modified their portfolio teams and/or made significant changes to their portfolio strategies over time, the Board reviewed, among other things, certain tracking performance data over specific periods comparing performance before and after such changes.
The Board considered that performance data reflects performance over a specified period which may differ significantly depending on the ending dates selected, particularly during periods of market volatility. Further, the Board considered that shareholders may evaluate performance based on their own respective holding periods which may differ from the performance periods reviewed by the Board and lead to differing results.
In its evaluation, the Board reviewed fund performance results from different perspectives. In general, subject to certain exceptions, the Board reviewed both absolute and relative fund performance over the various time periods and considered performance results in light of a fund’s investment objective(s), strategies and risks. With respect to the relative performance, the Board considered fund performance in comparison to the performance of peer funds (the “Performance Peer Group”), subject to certain exceptions, and recognized and/or customized benchmarks (i.e., generally benchmarks derived from multiple recognized benchmarks). In reviewing such comparative performance, the Board was cognizant of the inherent limitations of such data which can make meaningful performance comparisons generally difficult. As an illustration, differences in the composition of the Performance Peer Group, the investment objective(s), strategies, dates of fund inception and other characteristics of the peers in the Performance Peer Group, and the varying sizes of peers all may contribute to differences in the performance results of a Performance Peer Group compared to the applicable fund. With respect to relative performance of a fund compared to a benchmark index, differences, among other things, in the investment objective(s) and strategies of a fund and the benchmark (particularly an actively managed fund that does not directly follow an index) as well as the costs of operating a fund would necessarily contribute to differences in performance results and limit the value of the comparative performance information. To assist the Board in its review of the comparability of the relative performance, management generally has ranked the relevancy of the Performance Peer Groups to the Funds as low, medium or high, subject to certain exceptions, including with respect to Nuveen Bond Index Fund (formerly, TIAA-CREF Bond Index Fund) and Nuveen Short Term Bond Index Fund (formerly, TIAA-CREF Short-Term Bond Index Fund). In its review of relative performance, the Board considered a Fund’s performance relative to its Performance Peer Group, among other things, by evaluating its quartile ranking with the 1st quartile representing the top performing funds within the Performance Peer Group and the 4th quartile representing the lowest performing funds.
With respect to passively managed TC funds that were designed to invest, in relevant part, based on an index (the “Underlying Index”), including Nuveen Bond Index Fund and Nuveen Short Term Bond Index Fund, the Board also received and reviewed performance information including, among other things, such Fund’s ex-ante tracking error compared to its reference index over various periods of time.
The Board evaluated performance in light of various relevant factors which may include, among other things, general market conditions, issuer- specific information, asset class information, leverage and fund cash flows. The Board considered that long-term performance could be impacted by even one period of significant outperformance or underperformance and that a single investment theme could disproportionately affect performance. Further, the Board considered that market and economic conditions may significantly impact a fund’s performance, particularly over
3
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract (continued)
shorter periods, and such performance may be more reflective of such economic or market events and not necessarily reflective of management skill. Although the Board reviews short-, intermediate- and longer-term performance data, the Board considered that longer periods of performance may reflect full market cycles.
In their review from year to year, the Board Members consider and may place different emphasis on the relevant information in light of changing circumstances in market and economic conditions. In evaluating performance, the Board focused particular attention on funds with less favorable performance records. However, depending on the facts and circumstances, including any differences between the respective fund and its benchmark and/or Performance Peer Group, the Board may be satisfied with a fund’s performance notwithstanding that its performance may be below that of its benchmark and/or peer group for certain periods. With respect to any funds for which the Board has identified performance issues, the Board seeks to monitor such funds more closely until performance improves, discuss with the Adviser the reasons for such results, consider whether any steps are necessary or appropriate to address such issues, discuss and evaluate the potential consequences of such steps and review the results of any steps undertaken.
The performance determinations with respect to each Fund are summarized below.
• | For Nuveen Core Bond Fund (formerly, TIAA-CREF Core Bond Fund), the Board considered that the Fund outperformed its benchmark for the one-, three- and five-year periods ended December 31, 2023 and March 31, 2024. In addition, the Fund ranked in the second quartile of its Performance Peer Group for the one- and five-year periods ended December 31, 2023 and first quartile for the three-year period ended December 31, 2023. Further, the Fund ranked in the first quartile of its Performance Peer Group for the one- and three-year periods ended March 31, 2024 and second quartile for the five-year period ended March 31, 2024. On the basis of the Board’s ongoing review of investment performance and all relevant factors, including the relative market conditions during certain reporting periods, the Fund’s investment objective(s) and management’s discussion of performance, the Board concluded that the Fund’s performance supported renewal of the Advisory Agreement. |
• | For Nuveen Bond Index Fund (formerly, TIAA-CREF Bond Index Fund), the Board considered, among other things, the performance of the Fund and its Underlying Index for the one-, three- and five-year periods ended December 31, 2023 and March 31, 2024 as well as its tracking error compared to its Underlying Index as of December 31, 2023 and March 31, 2024 and as of each month end for the 2023 calendar year. The Board considered that although the Fund ranked in the fourth quartile of its Performance Peer Group for the five- year periods ended December 31, 2023 and March 31, 2024, the Fund ranked in the third quartile for the one- and three-year periods ended December 31, 2023 and March 31, 2024. Given the Fund’s investment objective, however, the Board placed more emphasis on its review of the tracking error and correlation data and after review of such data and other metrics, the Board considered that the Fund had performed in line with expectations in 2023. On the basis of the Board’s ongoing review of investment performance and all relevant factors, including the relative market conditions during certain reporting periods, the Fund’s investment objective(s) and management’s discussion of performance, the Board concluded that the Fund’s performance supported renewal of the Advisory Agreement. |
• | For Nuveen Core Plus Bond Fund (formerly, TIAA-CREF Core Plus Bond Fund), the Board considered that the Fund outperformed its benchmark for the one-, three- and five-year periods ended December 31, 2023 and March 31, 2024. In addition, the Fund ranked in the second quartile of its Performance Peer Group for the one- and five-year periods ended December 31, 2023 and March 31, 2024 and first quartile for the three-year periods ended December 31, 2023 and March 31, 2024. On the basis of the Board’s ongoing review of investment performance and all relevant factors, including the relative market conditions during certain reporting periods, the Fund’s investment objective(s) and management’s discussion of performance, the Board concluded that the Fund’s performance supported renewal of the Advisory Agreement. |
• | For Nuveen Green Bond Fund (formerly, TIAA-CREF Green Bond Fund), the Board considered that although the Fund’s performance was below the performance of its benchmark for the one-year period ended December 31, 2023, the Fund outperformed its benchmark for the three- and five-year periods ended December 31, 2023 and ranked in the second quartile of its Performance Peer Group for the one-, three- and five-year periods ended December 31, 2023. In addition, although the Fund’s performance was below the performance of its benchmark for the one- and three-year periods ended March 31, 2024, the Fund outperformed its benchmark for the five-year period ended March 31, 2024 and ranked in the second quartile of its Performance Peer Group for the one- and five-year periods and first quartile for the three-year period ended March 31, 2024. On the basis of the Board’s ongoing review of investment performance and all relevant factors, including the relative market conditions during certain reporting periods, the Fund’s investment objective(s) and management’s discussion of performance, the Board concluded that the Fund’s performance supported renewal of the Advisory Agreement. |
• | For Nuveen High Yield Fund (formerly, TIAA-CREF High-Yield Fund), the Board considered that although the Fund’s performance was below the performance of its benchmark for the five-year periods ended December 31, 2023 and March 31, 2024, the Fund outperformed its benchmark for the one- and three-year periods ended December 31, 2023 and March 31, 2024. In addition, the Fund ranked in the second quartile of its Performance Peer Group for the one-, three- and five-year periods ended December 31, 2023. Further, the Fund ranked in the second quartile of its Performance Peer Group for the one- and three-year periods and third quartile for the five-year period ended March 31, 2024. On the basis of the Board’s ongoing review of investment performance and all relevant factors, including the relative market conditions during certain reporting periods, the Fund’s investment objective(s) and management’s discussion of performance, the Board concluded that the Fund’s performance supported renewal of the Advisory Agreement. |
• | For Nuveen Money Market Fund (formerly, TIAA-CREF Money Market Fund), the Board considered that the Fund outperformed its benchmark for the one-, three- and five-year periods ended December 31, 2023 and March 31, 2024 and ranked in the first quartile of its Performance Peer Group for such periods. On the basis of the Board’s ongoing review of investment performance and all relevant factors, including the relative market conditions during certain reporting periods, the Fund’s investment objective(s) and management’s discussion of performance, the Board concluded that the Fund’s performance supported renewal of the Advisory Agreement. |
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• | For Nuveen Short Duration Impact Bond Fund (formerly, TIAA-CREF Short Duration Impact Bond Fund), the Board considered that the Fund outperformed its benchmark for the one-, three- and five-year periods ended December 31, 2023 and March 31, 2024. In addition, the Fund ranked in the third quartile of its Performance Peer Group for the one- and three-year periods ended December 31, 2023 and second quartile for the five-year period ended December 31, 2023. Further, the Fund ranked in the third quartile of its Performance Peer Group for the one-year period and second quartile for the three- and five-year periods ended March 31, 2024. On the basis of the Board’s ongoing review of investment performance and all relevant factors, including the relative market conditions during certain reporting periods, the Fund’s investment objective(s) and management’s discussion of performance, the Board concluded that the Fund’s performance supported renewal of the Advisory Agreement. |
• | For Nuveen Short Term Bond Fund (formerly, TIAA-CREF Short-Term Bond Fund), the Board considered that the Fund outperformed its benchmark for the one-, three- and five-year periods ended December 31, 2023 and March 31, 2024. In addition, the Fund ranked in the third quartile of its Performance Peer Group for the one-year periods ended December 31, 2023 and March 31, 2024 and second quartile for the three- and five-year periods ended December 31, 2023 and March 31, 2024. On the basis of the Board’s ongoing review of investment performance and all relevant factors, including the relative market conditions during certain reporting periods, the Fund’s investment objective(s) and management’s discussion of performance, the Board concluded that the Fund’s performance supported renewal of the Advisory Agreement. |
• | For Nuveen Short Term Bond Index Fund (formerly, TIAA-CREF Short-Term Bond Index Fund), the Board considered, among other things, the performance of the Fund and its Underlying Index for the one-, three- and five-year periods ended December 31, 2023 and March 31, 2024 as well as its tracking error compared to its Underlying Index as of December 31, 2023 and March 31, 2024 and as of each month end for the 2023 calendar year. The Board considered that the Fund ranked in the fourth quartile of its Performance Peer Group for the one-, three- and five-year periods ended December 31, 2023 and March 31, 2024. Given the Fund’s investment objective, however, the Board placed more emphasis on its review of the tracking error and correlation data and after review of such data and other metrics, the Board considered that the Fund had performed in line with expectations in 2023. On the basis of the Board’s ongoing review of investment performance and all relevant factors, including the relative market conditions during certain reporting periods, the Fund’s investment objective(s) and management’s discussion of performance, the Board concluded that the Fund’s performance supported renewal of the Advisory Agreement. |
• | For Nuveen Core Impact Bond Fund (formerly, TIAA-CREF Core Impact Bond Fund), the Board considered that although the Fund’s performance was below the performance of its benchmark for the three- and five-year periods ended December 31, 2023, the Fund outperformed its benchmark for the one-year period ended December 31, 2023 and ranked in the second quartile of its Performance Peer Group for the one- and three-year periods and third quartile for the five-year period ended December 31, 2023. In addition, the Fund outperformed its benchmark for the one-, three- and five-year periods ended March 31, 2024 and ranked in the second quartile of its Performance Peer Group for the one- and three-year periods and third quartile for the five-year period ended March 31, 2024. On the basis of the Board’s ongoing review of investment performance and all relevant factors, including the relative market conditions during certain reporting periods, the Fund’s investment objective(s) and management’s discussion of performance, the Board concluded that the Fund’s performance supported renewal of the Advisory Agreement. |
• | For Nuveen 5-15 Year Laddered Tax Exempt Bond Fund (formerly, TIAA-CREF 5-15 Year Laddered Tax-Exempt Bond Fund), the Board considered that although the Fund’s performance was below the performance of its benchmark for the three- and five-year periods ended December 31, 2023, the Fund outperformed its benchmark for the one-year period ended December 31, 2023. In addition, although the Fund ranked in the fourth quartile of its Performance Peer Group for the three-year period ended December 31, 2023, the Fund ranked in the second quartile for the one-year period and third quartile for the five-year period ended December 31, 2023. Further, although the Fund’s performance was below the performance of its benchmark and the Fund ranked in the fourth quartile of its Performance Peer Group for the three- and five-year periods ended March 31, 2024, the Fund outperformed its benchmark and ranked in the third quartile of its Performance Peer Group for the one-year period ended March 31, 2024. On the basis of the Board’s ongoing review of investment performance and all relevant factors, including the relative market conditions during certain reporting periods, the Fund’s investment objective(s) and management’s discussion of performance, the Board concluded that the Fund’s performance supported renewal of the Advisory Agreement. |
C. | Fees, Expenses and Profitability |
1. | Fees and Expenses |
As part of its annual review, the Board generally reviewed, among other things, the contractual management fee and net/actual management fee (i.e., the management fee after taking into consideration fee waivers and/or expense reimbursements, if any) paid by a Fund to the Adviser in light of the nature, extent and quality of the services provided. The Board also reviewed information about other expenses and the total operating expense ratio of each Fund (after any fee waivers and/or expense reimbursements). More specifically, the Board Members reviewed, among other things, each Fund’s management fee rates and net total expense ratio in relation to similar data for a comparable universe of funds (the “Expense Universe”) and for a more focused subset of comparable funds (the “Expense Group”) established by Broadridge (subject to certain exceptions). The Board Members reviewed the methodology Broadridge employed to establish its Expense Universe and Expense Group (as applicable) and considered that differences between the applicable fund and its respective Expense Universe and/or Expense Group, as well as changes to the composition of the Expense Universe and/or Expense Group from year to year, may limit some of the value of the comparative data. The Board Members also considered that it can be difficult to compare management fees among funds as there are variations in the services that are included for the fees paid. The Board Members took these limitations and differences into account when reviewing comparative peer data.
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Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract (continued)
The Board Members considered a Fund’s operating expense ratio as it more directly reflected a shareholder’s total costs in investing in the respective fund. The Board Members also considered, in relevant part, a Fund’s management fee and net total expense ratio in light of the Fund’s performance history, including reviewing certain funds identified by management and/or the Board as having a higher net total expense ratio or management fee compared to their respective peers coupled with experiencing periods of challenged performance and considering the reasons for such comparative positions.
In their evaluation of the fee arrangements for the Funds, the Board Members also reviewed the management fee schedules and the expense reimbursements and/or fee waivers agreed to by the Adviser for the respective fund (if any). In its review, the Board considered that the management fees of the Nuveen funds were generally comprised of two components, a fund-level component and a complex- level component, each with its own breakpoint schedule, subject to certain exceptions. The Board considered that the complex-level component is intended to be an efficient mechanism designed to help share cost efficiencies with shareholders as the complex-wide assets grow. To extend the ability to share in savings as complex assets increase to the TC funds, the Board approved changes to the management fee schedule of certain TC funds (rebranded under the Nuveen name effective May 1, 2024) to include a complex-wide fee component with corresponding changes to the fund-level fee schedule and to phase in assets of the participating TC funds into the calculation of the complex size over a ten-year period. Participating Funds include each Fund other than Nuveen Bond Index Fund, Nuveen Money Market Fund and Nuveen Short Term Bond Index Fund. The Board considered management’s representation that there would be no increase to any participating TC fund’s respective advisory agreement fee rate. Rather, the change sought to allow shareholders of participating TC funds to benefit from breakpoints in the fee schedule as a result of increases in the size of the fund complex even if the size of a particular TC fund’s assets did not increase. In addition, in conjunction with the consolidation of the Nuveen funds and TC funds, the TC funds will phase out the separate administrative agreement pursuant to which TAL provided certain administrative services as well as the reimbursement to TAL of certain costs thereunder over a three-year period.
The Board’s considerations regarding the comparative fee data for each of the Funds are set forth below. With respect to the quartile rankings noted below, the first quartile represents the range of funds with the lowest management fee rate or net total expense ratio, as applicable, and the fourth quartile represents the range of funds with the highest management fee rate or net total expense ratio, as applicable. The Board considered that Broadridge only calculates quartiles if a minimum number of peers is available and therefore quartile rankings may not be available for certain Expense Groups and/or Expense Universes.
• | For Nuveen Core Bond Fund, the Fund’s contractual management fee rate, actual management fee rate and net total expense ratio ranked in the first quartile of its Expense Group. In addition, the Fund’s contractual management fee rate, actual management fee rate and net total expense ratio ranked in the first quartile, second quartile and first quartile of its Expense Universe, respectively. Further, the Fund’s actual management fee rate and net total expense ratio were below the Expense Group median. |
• | For Nuveen Bond Index Fund, the Fund’s contractual management fee rate, actual management fee rate and net total expense ratio ranked in the first quartile of its Expense Group and Expense Universe. In addition, the Fund’s actual management fee rate and net total expense ratio were below the Expense Group median. |
• | For Nuveen Core Plus Bond Fund, the Fund’s contractual management fee rate, actual management fee rate and net total expense ratio ranked in the first quartile of its Expense Group. In addition, the Fund’s contractual management fee rate, actual management fee rate and net total expense ratio ranked in the first quartile, second quartile and first quartile of its Expense Universe, respectively. Further, the Fund’s actual management fee rate and net total expense ratio were below the Expense Group median. |
• | For Nuveen Green Bond Fund, the Fund’s contractual management fee rate, actual management fee rate and net total expense ratio ranked in the first quartile, second quartile and first quartile of its Expense Group, respectively. In addition, the Fund’s contractual management fee rate, actual management fee rate and net total expense ratio ranked in the second quartile, first quartile and first quartile of its Expense Universe, respectively. Further, the Fund’s actual management fee rate and net total expense ratio were below the Expense Group median. |
• | For Nuveen High Yield Fund, the Fund’s contractual management fee rate, actual management fee rate and net total expense ratio ranked in the first quartile of its Expense Group and Expense Universe. In addition, the Fund’s actual management fee rate and net total expense ratio were below the Expense Group median. |
• | For Nuveen Money Market Fund, the Fund’s contractual management fee rate, actual management fee rate and net total expense ratio ranked in the first quartile, second quartile and first quartile of its Expense Group. In addition, the Fund’s contractual management fee rate, actual management fee rate and net total expense ratio ranked in the first quartile of its Expense Universe. Further, the Fund’s actual management fee rate and net total expense ratio were below the Expense Group median. |
• | For Nuveen Short Duration Impact Bond Fund, the Fund’s contractual management fee rate, actual management fee rate and net total expense ratio ranked in the second quartile, first quartile and first quartile of its Expense Group, respectively. In addition, the Fund’s contractual management fee rate, actual management fee rate and net total expense ratio ranked in the first quartile of its Expense Universe. Further, the Fund’s actual management fee rate and net total expense ratio were below the Expense Group median. |
• | For Nuveen Short Term Bond Fund, the Fund’s contractual management fee rate, actual management fee rate and net total expense ratio ranked in the first quartile of its Expense Group and Expense Universe. In addition, the Fund’s actual management fee rate and net total expense ratio were below the Expense Group median. |
• | For Nuveen Short Term Bond Index Fund, the Fund’s contractual management fee rate, actual management fee rate and net total expense ratio ranked in the first quartile of its Expense Group and Expense Universe. In addition, the Fund’s actual management fee rate and net total expense ratio were below the Expense Group median. |
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• | For Nuveen Core Impact Bond Fund, the Fund’s contractual management fee rate, actual management fee rate and net total expense ratio ranked in the second quartile, second quartile and first quartile of its Expense Group, respectively. In addition, the Fund’s contractual management fee rate, actual management fee rate and net total expense ratio also ranked in the second quartile, second quartile and first quartile of its Expense Universe, respectively. Further, the Fund’s actual management fee rate matched the Expense Group median, and the Fund’s net total expense ratio was below the Expense Group median. |
• | For Nuveen 5-15 Year Laddered Tax Exempt Bond Fund, the Fund’s contractual management fee rate, actual management fee rate and net total expense ratio ranked in the first quartile of its Expense Group and Expense Universe. In addition, the Fund’s actual management fee rate and net total expense ratio were below the Expense Group median. |
Based on its review of the information provided, the Board determined that each Fund’s management fees (as applicable) to the Adviser were reasonable in light of the nature, extent and quality of services provided to the Fund.
2. | Comparisons with the Fees of Other Clients |
In evaluating the appropriateness of fees, the Board also considered that the Adviser and/or its affiliate(s) provide investment management services to other types of clients which may include: separately managed accounts, retail managed accounts, foreign funds (UCITS), other investment companies (as sub-advisers), limited partnerships and collective investment trusts. The Board reviewed the equal weighted average fee or other fee data for the other types of clients managed in a similar manner to certain of the Nuveen funds and TC funds. The Board considered the Adviser’s rationale for the differences in the management fee rates of the funds compared to the management fee rates charged to these other types of clients. In this regard, the Board considered that differences, including but not limited to, the amount, type and level of services provided by the Adviser to the funds compared to that provided to other clients as well as differences in investment policies; regulatory, disclosure and governance requirements; servicing relationships with vendors; the manner of managing such assets; product structure; investor profiles; and account sizes all may contribute to variations in relative fee rates. Further, differences in the client base, governing bodies, distribution, jurisdiction and operational complexities also would contribute to variations in management fees assessed the funds compared to foreign fund clients. In addition, differences in the level of advisory services required for passively managed funds also contribute to differences in the management fee levels of such funds compared to actively managed funds. As a general matter, higher fee levels reflect higher levels of service provided by the Adviser, increased investment management complexity, greater product management requirements, and higher levels of business risk or some combination of these factors. The Board considered the wide range of services in addition to investment management that the Adviser had provided to the funds compared to other types of clients as well as the increased entrepreneurial, legal and regulatory risks that the Adviser incurs in sponsoring and managing the funds. The Board concluded that the varying levels of fees were reasonable given, among other things, the more extensive services, regulatory requirements and legal liabilities, and the entrepreneurial, legal and regulatory risks incurred in sponsoring and advising a registered investment company compared to that required in advising other types of clients.
3. | Profitability of the Adviser |
In their review, the Board Members reviewed a variety of profitability information relating to TAL as a result of its advisory services to the TC funds. In developing the profitability data, the Board Members considered the subjective nature of calculating profitability as the information is not audited and is necessarily dependent on cost allocation methodologies to allocate expenses throughout the complex and among the various advisory products. The Board Members received profitability data for TAL attributable to the TC funds in the aggregate and on a per-TC fund basis. The Board Members reviewed, among other things, TAL’s profitability margin (pre- and post-distribution expenses) for the TC funds for each year from 2014 to 2023 as well as TAL’s revenue, expenses and net earnings before federal income tax (pre- and post-distribution expenses) from the TC funds for the year ended December 31, 2023 and as compared to December 31, 2022. The Board reviewed the profitability margins (pre- and post-marketing and pre-tax) of TAL for the TC funds for the 2023 fiscal year compared to the profitability margins (pre-marketing (subject to exceptions) and post-marketing and pre-tax) of a peer group of certain asset management firms for the 2022 fiscal year (the most recent year data available). The Board considered that TAL had calculated that it earned profits (pre-distribution) for the one-year period ended December 31, 2023 with respect to each of the Funds, subject to the following exceptions. The Board considered that TAL had calculated that it incurred a net loss for the one-year period ended December 31, 2023 with respect to its services to Nuveen Short Duration Impact Bond Fund, Nuveen Short Term Bond Index Fund and Nuveen 5-15 Year Laddered Tax Exempt Bond Fund. In evaluating profitability data, the Board Members considered the difficulty in calculating profitability particularly at the individual Fund level given that differing but reasonable allocation methodologies could be employed and lead to significantly different results. The Board Members also reviewed the unaudited financial statements for TAL dated December 31, 2023.
Aside from the profitability data, the Board considered that NFAL and TAL are affiliates of Teachers Insurance and Annuity Association of America (“TIAA”). NFAL is a subsidiary of Nuveen, LLC, the investment management arm of TIAA, and TAL is an indirect wholly owned subsidiary of TIAA. Accordingly, the Board also reviewed a balance sheet for TIAA reflecting its assets, liabilities and capital and contingency reserves for the 2023 and 2022 calendar years to consider the financial strength of TIAA. The Board considered the benefit of an investment adviser and its parent with significant resources, particularly during periods of market volatility. The Board also considered the reinvestments the Adviser, its parent and/or other affiliates made into their business through, among other things, the investment of seed capital in certain funds, initiatives in international expansion, investments in infrastructure and continued investments in enhancements to technological capabilities.
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Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract (continued)
In evaluating the reasonableness of the compensation, the Board Members also considered the indirect benefits the Adviser received that were directly attributable to the management of the applicable funds as discussed in further detail below. Based on its review, the Board was satisfied that the Adviser’s level of profitability from its relationship with each Fund was not unreasonable over various time frames in light of the nature, extent and quality of services provided.
D. | Economies of Scale and Whether Fee Levels Reflect These Economies of Scale |
The Board considered whether there have been economies of scale with respect to the management of the funds in the fund complex, including the Funds, whether these economies of scale have been appropriately shared with such funds and whether there is potential for realization of further economies of scale. Although the Board considered that economies of scale are difficult to measure with any precision and the rates at which certain expenses are incurred may not decline with a rise in assets, the Board considered that there are various methods that may be employed to help share the benefits of economies of scale, including, among other things, through the use of breakpoints in the management fee schedule, fee waivers and/or expense limitations, the pricing of funds at scale at inception and investments in the Adviser’s business which can enhance the services provided to the applicable funds for the fees paid. The Board considered that the Adviser has generally employed one or more of these various methods among the applicable funds.
The Board considered that the management fee of TAL for the TC funds was comprised of only a fund-level fee. However, effective May 1, 2024, the Board approved the implementation of a complex-level component to the fee arrangement of certain TC funds pursuant to which the management fee would be comprised of a fund-level component and a complex-level component, subject to certain exceptions. Participating Funds in the complex-level component include each Fund except Nuveen Bond Index Fund, Nuveen Money Market Fund and Nuveen Short Term Bond Index Fund (and, in addition, the Board considered that these three Funds do not have fund-level breakpoints). To implement the new structure, the fund- level component was reduced by an amount at least equal to the new complex-level fee component. The complex-level fee component contains its own breakpoint schedule which is designed to deliver the benefits of economies of scale to shareholders when the assets of eligible funds in the complex pass certain thresholds even if the assets of a particular fund are unchanged or have declined, and the fund-level breakpoint schedules (if any) are designed to share economies of scale with shareholders if the particular fund grows. The Board considered that the assets of the participating TC funds to be included in the calculation of the complex-wide fee would be phased into the complex-wide assets in determining the complex-level fee over a ten-year period. The Board reviewed the projected shareholder savings derived from such modifications to the complex- wide fee calculation over a ten-year period from 2024 to 2033. The Board considered management’s representation that there will be no increase to any Fund’s respective advisory agreement fee rate. Similarly, the Board considered that certain reimbursements of administrative costs to TAL under its administrative agreement will also be phased out over a three-year period.
In addition to the fund-level and complex-level fee schedules, the Board Members considered the contractual and/or voluntary expense caps (if any) applicable to a Fund. The Board considered that such waivers and reimbursements applicable to the respective funds are another means for potential economies of scale to be shared with shareholders of such funds and can provide a protection from an increase in expenses if the assets of the applicable funds decline.
The Board Members also considered the continued reinvestment in Nuveen/TIAA’s business to enhance its capabilities and services to the benefit of its various clients. The Board understood that many of these investments were not specific to individual funds, but rather incurred across a variety of products and services pursuant to which the family of funds as a whole may benefit. The Board further considered that the Adviser and its affiliates have provided certain additional services, including, but not limited to, services required by new regulations and regulatory interpretations, without raising advisory fees to the funds, and this was also a means of sharing economies of scale with the funds and their shareholders. The Board considered the Adviser’s and/or its affiliates’ ongoing efforts to streamline the product line-up, among other things, to create more scaled funds which may help improve both expense and trading economies.
Based on its review, the Board was satisfied that the current fee arrangements together with the reinvestment in management’s business appropriately shared any economies of scale with shareholders.
E. | Indirect Benefits |
The Board Members received and considered information regarding various indirect benefits the Adviser or its affiliates may receive as a result of their relationship with the funds in the fund complex, including the Funds. These benefits included, among other things, economies of scale to the extent the Adviser or its affiliates share investment resources and/or personnel with other clients of the Adviser. The funds may also be used as investment options for other products or businesses offered by the Adviser and/or its affiliates, such as variable products, fund of funds and 529 education savings plans, and affiliates of the Adviser may serve as sub-advisers to various funds in which case all advisory and sub-advisory fees generated by such funds stay within Nuveen.
Further, the funds may pay the Adviser and/or its affiliates for other services, such as distribution. In this regard, the Board Members considered that an affiliate of the Adviser serves as principal underwriter providing distribution and/or shareholder services to the open-end funds for which it may be compensated. The Board Members also considered that certain share classes of the funds (subject to certain exceptions) pay 12b-1 fees, some of which may be retained by the Adviser’s affiliate.
The Board Members considered that TAL or its affiliates were reimbursed for certain costs of administrative services pursuant to an administrative agreement; however, such administrative agreement was anticipated to be phased out over time. In addition, the Board Members considered that the Adviser may utilize soft dollar brokerage arrangements attributable to the respective fund(s) to obtain research and other services for any or all of its clients, although the Board Members also considered that the Adviser reimburses the Funds for all such costs.
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The Adviser and its affiliates may also benefit from the advisory relationships with the funds in the fund complex to the extent this relationship results in potential investors viewing the TIAA group of companies as a leading retirement plan provider in the academic and nonprofit market and a single source for all their financial service needs. The Adviser and/or its affiliates may further benefit to the extent that they have pricing or other information regarding vendors the funds utilize in establishing arrangements with such vendors for other products.
Based on its review, the Board concluded that any indirect benefits received by the Adviser as a result of its relationship with the Funds were reasonable in light of the services provided.
F. | Other Considerations |
The Board Members did not identify any single factor discussed previously as all-important or controlling. The Board Members concluded that the terms of each Advisory Agreement were reasonable, that the Adviser’s fees were reasonable in light of the services provided to each Fund and that the Advisory Agreements be renewed for an additional one-year period.
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Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract
Nuveen Inflation Linked Bond Fund
Nuveen Real Estate Securities Select Fund
The Approval Process
At meetings held on April 18 and 19, 2024 (the “Meeting”), the Board of Trustees (collectively, the “Board” and each Trustee, a “Board Member”) of TIAA-CREF Funds (the “Trust”) approved, for each applicable series of the Trust, the renewal of the investment management agreement with Teachers Advisors, LLC (“TAL” and TAL is an “Adviser”) pursuant to which TAL serves as investment adviser to such funds. The Board Members are not “interested persons” (as defined under the Investment Company Act of 1940 (the “1940 Act”)) and, therefore, the Board is deemed to be comprised of all disinterested Board Members. References to the Board and the Board Members are interchangeable. Below is a summary of the annual review process the Board undertook related to its most recent renewal of the investment management agreement (each an “Advisory Agreement”) with respect to each series listed above (the “Funds”).
In accordance with applicable law, following up to an initial two-year period, the Board considers the renewal of each Advisory Agreement on behalf of the applicable Fund on an annual basis. In addition, the fund complex consists of the group of funds advised by TAL (collectively referred to as the “TC funds”) and the group of funds advised by Nuveen Fund Advisors, LLC (“NFAL” and such funds are collectively, the “Nuveen funds”). For clarity, TAL serves as Adviser to the TC funds, including the Funds, and NFAL serves as “Adviser” to the Nuveen funds. The Board Members considered that the prior separate boards of the TC funds and Nuveen funds were consolidated effective in January 2024. Accordingly, at the Meeting, the Board Members considered the review of the advisory agreements for the TC funds as well as reviewed the investment management agreements and sub-advisory agreements for the Nuveen funds. Depending on the appropriate context, references to “the Adviser” may be to TAL with respect to the TC funds and/or NFAL with respect to the Nuveen funds.
The Board Members considered the review of the advisory agreements of the TC funds and the Nuveen funds to be an ongoing process. The Board Members therefore employed the accumulated information, knowledge and experience they had gained during their tenure on the respective board of the TC funds or Nuveen funds (as the case may be) governing the applicable funds and working with the respective investment advisers and sub- advisers, as applicable, in their review of the advisory agreements for the fund complex.
During the course of the year prior to the Meeting, the Board and/or its committees received a wide variety of materials that covered a range of topics relevant to the Board’s annual consideration of the renewal of the advisory agreements, including reports on fund investment results over various periods; product initiatives for various funds; fund expenses; compliance, regulatory and risk management matters; trading practices, including soft dollar arrangements (as applicable); the liquidity and derivatives risk management programs; management of distributions; valuation of securities; payments to financial intermediaries, including 12b-1 expenses (as applicable); securities lending (as applicable); and overall market and regulatory developments. The Board also met periodically with and/or received presentations by key investment professionals managing a fund’s portfolio. In particular, at the Board meeting held on February 27-29, 2024 (the “February Meeting”), the Board and/or its Investment Committee received the annual performance review of the funds as described in further detail below. The presentations, discussions and meetings throughout the year also provide a means for the Board to evaluate and consider the level, breadth and quality of services provided by the Adviser and how such services have changed over time in light of new or modified regulatory requirements, changes to market conditions or other factors.
In connection with its annual consideration of the advisory agreements, the Board, through its independent legal counsel, requested and received extensive materials and information prepared specifically for its review of the advisory agreements. The materials provided at the Meeting and/ or prior meetings covered a wide range of matters including, but not limited to, a description of the nature, extent and quality of services provided by the Adviser; the consolidation of the Nuveen fund family and TC fund family; a review of product actions advanced in 2023 for the benefit of particular funds and/or the fund complex; a review of the applicable investment team; an analysis of fund performance with a focus on funds considered to have met certain challenged performance measurements; an analysis of the fees and expense ratios of the funds with a focus on funds considered to have certain expense characteristics; a list of management fee schedules; a review of contractual and/or voluntary expense caps and fee waivers for the TC funds; a description of portfolio manager compensation; a description of the profitability and/or financial data of Nuveen and TAL; and a description of indirect benefits received by the Adviser as a result of its relationships with the funds. The Board also considered information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data, comparing fee and expense levels of each respective fund to those of a peer universe and, with respect to open-end funds, also to a peer group of funds selected by Broadridge, subject to certain exceptions.
The information prepared specifically for the annual review supplemented the information provided to the Board and its committees and the evaluations of the funds by the Board and its committees during the year. The Board’s review of the advisory agreements for the fund complex is based on all the information provided to the Board and its committees over time. The performance, fee and expense data and other information provided by the Adviser, Broadridge or other service providers were not independently verified by the Board Members.
As part of their review, the Board Members and independent legal counsel met by videoconference in executive session on April 10, 2024 (the “April Executive Session”) to review and discuss materials provided in connection with their annual review of the advisory agreements for the fund complex. After reviewing this information, the Board Members requested, directly or through independent legal counsel, additional information, and the Board subsequently reviewed and discussed the responses to these follow-up questions and requests.
The Board Members were advised by independent legal counsel during the annual review process as well as throughout the year, including meeting in executive sessions with such counsel at which no representatives of management were present. In connection with their annual review, the Board Members also received a memorandum from independent legal counsel outlining their fiduciary duties and legal standards in reviewing the Advisory Agreements, including guidance from court cases evaluating advisory fees.
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Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract (continued)
The Board’s decisions to renew each Advisory Agreement were not based on a single identified factor, but rather each decision reflected the comprehensive consideration of all the information provided to the Board and its committees throughout the year as well as the materials prepared specifically in connection with the annual review process. The contractual arrangements may reflect the results of prior year(s) of review, negotiation and information provided in connection with the Board’s annual review of the funds’ advisory arrangements and oversight of the funds. Each Board Member may have attributed different levels of importance to the various factors and information considered in connection with the annual review process and may have placed different emphasis on the relevant information year to year in light of, among other things, changing market and economic conditions. A summary of the principal factors and information, but not all the factors, the Board considered in deciding to renew the Advisory Agreements is set forth below.
A. | Nature, Extent and Quality of Services |
In evaluating the renewal of the Advisory Agreements, the Board Members received and considered information regarding the nature, extent and quality of the Adviser’s services provided to each respective Fund with particular focus on the services and enhancements or changes to such services provided during the last year.
The Board considered that the Adviser provides a wide array of management, oversight and other services to manage and operate the applicable funds. The Board considered the Adviser’s and its affiliates’ dedication of resources, time, people and capital as well as continual program of improvement and innovation aimed at enhancing the funds and fund complex for investors and meeting the needs of an increasingly complex regulatory environment. In particular, over the past several years, the Board considered the significant resources, both financial and personnel, the Adviser and its affiliates have committed in working to consolidate the Nuveen fund family and TC fund family under one centralized umbrella. The Board considered that the organizational changes in bringing together Nuveen, its affiliates and TIAA’s (as defined below) asset management businesses, consolidating the Nuveen and TC fund families and other initiatives were anticipated to provide various benefits for the funds through, among other things, enhanced operating efficiencies, centralized investment leadership and a centralized shared resources and support model. As part of these efforts, the boards of the TC funds and Nuveen funds were consolidated effective in January 2024. In addition, in conjunction with these consolidation efforts, the Board approved at the Meeting changes to fee and breakpoint structures that could provide cost savings to participating funds, as described in further detail below.
The Board also reviewed information regarding other product actions undertaken or continued by management in the 2023 calendar year in seeking to improve the effectiveness of the organization, the product line-up as well as particular funds through, among other things, continuing to review and optimize the product line and gaining efficiencies through mergers and liquidations; reviewing and updating investment policies and benchmarks; implementing fee waivers and/or expense cap changes for certain funds; evaluating and adjusting portfolio management teams as appropriate for various funds; and developing policy positions on a broad range of regulatory proposals that may impact the funds and communicating with lawmakers and other regulatory authorities to help ensure these positions are considered. In its review, the Board considered that the funds operated in a highly regulated industry and the scope and complexity of the services and resources that the Adviser and its affiliates must provide to manage and operate the applicable funds have expanded over the years as a result of, among other things, regulatory, market and other developments, such as the adoption of the tailored shareholder report or the revised fund name rule.
In considering the breadth and quality of services TAL and its various teams provide with respect to the TC funds, the Board considered that TAL is responsible for providing various types of investment advisory services, including, among other things, furnishing an investment program for each TC fund; managing the assets of such funds, including conducting research, identifying investments and placing orders for the purchase or sale of the portfolio investments for the fund; and evaluating fund performance and implementing changes thereto. The Board further considered that over the course of the 2023 calendar year, the Nuveen global public product team which supports the funds in the fund complex and their shareholders assessed the investment personnel across the investment leadership teams which resulted in additions or other modifications to the portfolio management teams of various funds. The Board also reviewed a description of the compensation structure applicable to certain portfolio managers.
In addition to the above investment advisory services, the Board further considered the extensive compliance, regulatory, administrative and other services the Adviser and its various teams or affiliates provide to manage and operate the applicable funds. Given the highly regulated industry in which the funds operate, the Board considered the breadth of the Adviser’s compliance program and related policies and procedures. The Board reviewed various initiatives the Adviser’s compliance team undertook or continued in 2023, in part, to address new regulatory requirements, support international business growth and product development, enhance international trading capabilities, enhance monitoring capabilities in light of the new regulatory requirements and guidance and maintain a comprehensive training program. The Board further considered, among other things, that other non-advisory services provided included, among other things, board support and reporting; establishing and reviewing the services provided by other fund service providers (such as a fund’s custodian, accountant, and transfer agent); risk management, including reviews of the liquidity risk management and derivatives risk management programs; legal support services; regulatory advocacy; and cybersecurity, business continuity and disaster recovery planning and testing. With respect to the TC funds, the Board considered that certain non-investment and non-distribution services were provided by TAL or its affiliates pursuant to a separate administrative agreement; however, given the consolidation of the TC funds and Nuveen funds with the centralization of services and resources, such administrative agreement was anticipated to be phased out over a three-year period with the administrative services for the Funds to be provided under the respective Advisory Agreements at no additional cost.
Aside from the services provided, the Board considered the financial resources of the Adviser and/or its affiliates and their willingness to make investments in the technology, personnel and infrastructure to support the funds, including to enhance global talent, middle office systems, software and international and internal capabilities. The Board considered the access provided by the Adviser and its affiliates to a seed capital budget to support new or existing funds and/or facilitate changes for a respective fund. The Board considered the benefits to shareholders of investing in a fund that is a part of a large fund complex with a variety of investment disciplines, capabilities, expertise and resources available to navigate and support the funds including during stressed times. The Board considered the overall reputation and capabilities of the Adviser and its affiliates and the Adviser’s continuing commitment to provide high quality services.
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In its review, the Board also considered the significant risks borne by the Adviser and its affiliates in connection with their services to the applicable funds, including entrepreneurial risks in sponsoring and supporting new funds and smaller funds and ongoing risks with managing the funds, such as investment, operational, reputational, regulatory, compliance and litigation risks.
Based on its review, the Board determined, in the exercise of its reasonable business judgment, that it was satisfied with the nature, extent and quality of services provided to the respective Funds under each applicable Advisory Agreement.
B. | The Investment Performance of the Funds and Adviser |
In evaluating the quality of the services provided by the Adviser, the Board also considered a variety of investment performance data of the Funds. In this regard, the Board and/or its Investment Committee reviewed, among other things, performance of the Funds over the quarter, one-, three- and five-year periods ending December 31, 2023 and March 31, 2024. For those Funds with multiple share classes, the performance data was based on Class R6 shares (formerly, the Institutional Class shares); however, the performance of other share classes was substantially similar as those other share classes invest in the same portfolio of securities and differences in performance among the classes would be principally attributed to the variations in the expense structures of the share classes. The Board performed its annual review of fund performance at its February Meeting and an additional review at the April Executive Session and also reviewed and discussed performance data at its other regularly scheduled quarterly meetings throughout the year. The Board therefore took into account the performance data, presentations and discussions (written and oral) that were provided at the Meeting and in prior meetings over time in evaluating fund performance, including management’s analysis of a fund’s performance with particular focus on funds that met certain challenged performance measurements as determined pursuant to a methodology approved by the Board or additional measurements as determined by management’s investment analysts. As various funds have modified their portfolio teams and/or made significant changes to their portfolio strategies over time, the Board reviewed, among other things, certain tracking performance data over specific periods comparing performance before and after such changes.
The Board considered that performance data reflects performance over a specified period which may differ significantly depending on the ending dates selected, particularly during periods of market volatility. Further, the Board considered that shareholders may evaluate performance based on their own respective holding periods which may differ from the performance periods reviewed by the Board and lead to differing results.
In its evaluation, the Board reviewed fund performance results from different perspectives. In general, subject to certain exceptions, the Board reviewed both absolute and relative fund performance over the various time periods and considered performance results in light of a fund’s investment objective(s), strategies and risks. With respect to the relative performance, the Board considered fund performance in comparison to the performance of peer funds (the “Performance Peer Group”), subject to certain exceptions, and recognized and/or customized benchmarks (i.e., generally benchmarks derived from multiple recognized benchmarks). In reviewing such comparative performance, the Board was cognizant of the inherent limitations of such data which can make meaningful performance comparisons generally difficult. As an illustration, differences in the composition of the Performance Peer Group, the investment objective(s), strategies, dates of fund inception and other characteristics of the peers in the Performance Peer Group, and the varying sizes of peers all may contribute to differences in the performance results of a Performance Peer Group compared to the applicable fund. With respect to relative performance of a fund compared to a benchmark index, differences, among other things, in the investment objective(s) and strategies of a fund and the benchmark (particularly an actively managed fund that does not directly follow an index) as well as the costs of operating a fund would necessarily contribute to differences in performance results and limit the value of the comparative performance information. To assist the Board in its review of the comparability of the relative performance, management generally has ranked the relevancy of the Performance Peer Groups to the Funds as low, medium or high. In its review of relative performance, the Board considered a Fund’s performance relative to its Performance Peer Group, among other things, by evaluating its quartile ranking with the 1st quartile representing the top performing funds within the Performance Peer Group and the 4th quartile representing the lowest performing funds.
The Board evaluated performance in light of various relevant factors which may include, among other things, general market conditions, issuer- specific information, asset class information, leverage and fund cash flows. The Board considered that long-term performance could be impacted by even one period of significant outperformance or underperformance and that a single investment theme could disproportionately affect performance. Further, the Board considered that market and economic conditions may significantly impact a fund’s performance, particularly over shorter periods, and such performance may be more reflective of such economic or market events and not necessarily reflective of management skill. Although the Board reviews short-, intermediate- and longer-term performance data, the Board considered that longer periods of performance may reflect full market cycles.
In their review from year to year, the Board Members consider and may place different emphasis on the relevant information in light of changing circumstances in market and economic conditions. In evaluating performance, the Board focused particular attention on funds with less favorable performance records. However, depending on the facts and circumstances, including any differences between the respective fund and its benchmark and/or Performance Peer Group, the Board may be satisfied with a fund’s performance notwithstanding that its performance may be below that of its benchmark and/or peer group for certain periods. With respect to any funds for which the Board has identified performance issues, the Board seeks to monitor such funds more closely until performance improves, discuss with the Adviser the reasons for such results, consider whether any steps are necessary or appropriate to address such issues, discuss and evaluate the potential consequences of such steps and review the results of any steps undertaken.
The performance determinations with respect to each Fund are summarized below.
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Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract (continued)
• | For Nuveen Inflation Linked Bond Fund (formerly, TIAA-CREF Inflation-Linked Bond Fund), the Board considered that although the Fund’s performance was below the performance of its benchmark for the three- and five-year periods ended December 31, 2023, the Fund essentially matched the performance of its benchmark for the one-year period and ranked in the second quartile of its Performance Peer Group for the one-, three- and five-year periods ended December 31, 2023. In addition, although the Fund’s performance was below the performance of its benchmark for the three- and five-year periods ended March 31, 2024, the Fund outperformed its benchmark for the one-year period and ranked in the second quartile of its Performance Peer Group for the one-, three- and five-year periods ended March 31, 2024. On the basis of the Board’s ongoing review of investment performance and all relevant factors, including the relative market conditions during certain reporting periods, the Fund’s investment objective(s) and management’s discussion of performance, the Board concluded that the Fund’s performance supported renewal of the Advisory Agreement. |
• | For Nuveen Real Estate Securities Select Fund (formerly, TIAA-CREF Real Estate Securities Fund), the Board considered that although the Fund’s performance was below the performance of its benchmark for the three-year periods ended December 31, 2023 and March 31, 2024, the Fund outperformed its benchmark for the one- and five-year periods ended December 31, 2023 and March 31, 2024. In addition, although the Fund ranked in the fourth quartile of its Performance Peer Group for the three-year periods ended December 31, 2023 and March 31, 2024, the Fund ranked in the third quartile for the one-year periods and second quartile for the five-year periods ended December 31, 2023 and March 31, 2024, respectively. On the basis of the Board’s ongoing review of investment performance and all relevant factors, including the relative market conditions during certain reporting periods, the Fund’s investment objective(s) and management’s discussion of performance, the Board concluded that the Fund’s performance supported renewal of the Advisory Agreement. |
C. | Fees, Expenses and Profitability |
1. | Fees and Expenses |
As part of its annual review, the Board generally reviewed, among other things, the contractual management fee and net/actual management fee (i.e., the management fee after taking into consideration fee waivers and/or expense reimbursements, if any) paid by a Fund to the Adviser in light of the nature, extent and quality of the services provided. The Board also reviewed information about other expenses and the total operating expense ratio of each Fund (after any fee waivers and/or expense reimbursements). More specifically, the Board Members reviewed, among other things, each Fund’s management fee rates and net total expense ratio in relation to similar data for a comparable universe of funds (the “Expense Universe”) and for a more focused subset of comparable funds (the “Expense Group”) established by Broadridge (subject to certain exceptions). The Board Members reviewed the methodology Broadridge employed to establish its Expense Universe and Expense Group (as applicable) and considered that differences between the applicable fund and its respective Expense Universe and/or Expense Group, as well as changes to the composition of the Expense Universe and/or Expense Group from year to year, may limit some of the value of the comparative data. The Board Members also considered that it can be difficult to compare management fees among funds as there are variations in the services that are included for the fees paid. The Board Members took these limitations and differences into account when reviewing comparative peer data.
The Board Members considered a Fund’s operating expense ratio as it more directly reflected a shareholder’s total costs in investing in the respective fund. The Board Members also considered, in relevant part, a Fund’s management fee and net total expense ratio in light of the Fund’s performance history, including reviewing certain funds identified by management and/or the Board as having a higher net total expense ratio or management fee compared to their respective peers coupled with experiencing periods of challenged performance and considering the reasons for such comparative positions.
In their evaluation of the fee arrangements for the Funds, the Board Members also reviewed the management fee schedules and the expense reimbursements and/or fee waivers agreed to by the Adviser for the respective fund (if any). In its review, the Board considered that the management fees of the Nuveen funds were generally comprised of two components, a fund-level component and a complex- level component, each with its own breakpoint schedule, subject to certain exceptions. The Board considered that the complex-level component is intended to be an efficient mechanism designed to help share cost efficiencies with shareholders as the complex-wide assets grow. To extend the ability to share in savings as complex assets increase to the TC funds, the Board approved changes to the management fee schedule of certain TC funds (rebranded under the Nuveen name effective May 1, 2024) to include a complex-wide fee component with corresponding changes to the fund-level fee schedule and to phase in assets of the participating TC funds into the calculation of the complex size over a ten-year period. Participating Funds include each Fund. The Board considered management’s representation that there would be no increase to any participating TC fund’s respective advisory agreement fee rate. Rather, the change sought to allow shareholders of participating TC funds to benefit from breakpoints in the fee schedule as a result of increases in the size of the fund complex even if the size of a particular TC fund’s assets did not increase. In addition, in conjunction with the consolidation of the Nuveen funds and TC funds, the TC funds will phase out the separate administrative agreement pursuant to which TAL provided certain administrative services as well as the reimbursement to TAL of certain costs thereunder over a three-year period.
The Board’s considerations regarding the comparative fee data for each of the Funds are set forth below. With respect to the quartile rankings noted below, the first quartile represents the range of funds with the lowest management fee rate or net total expense ratio, as applicable, and the fourth quartile represents the range of funds with the highest management fee rate or net total expense ratio, as applicable. The Board considered that Broadridge only calculates quartiles if a minimum number of peers is available and therefore quartile rankings may not be available for certain Expense Groups and/or Expense Universes.
• | For Nuveen Inflation Linked Bond Fund, the Fund’s contractual management fee rate, actual management fee rate and net total expense ratio ranked in the first quartile of its Expense Group and Expense Universe. In addition, the Fund’s actual management fee rate and net total expense ratio were below the Expense Group median. |
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• | For Nuveen Real Estate Securities Select Fund, the Fund’s contractual management fee rate, actual management fee rate and net total expense ratio ranked in the first quartile of its Expense Group and Expense Universe. In addition, the Fund’s actual management fee rate and net total expense ratio were below the Expense Group median. |
Based on its review of the information provided, the Board determined that each Fund’s management fees (as applicable) to the Adviser were reasonable in light of the nature, extent and quality of services provided to the Fund.
2. | Comparisons with the Fees of Other Clients |
In evaluating the appropriateness of fees, the Board also considered that the Adviser and/or its affiliate(s) provide investment management services to other types of clients which may include: separately managed accounts, retail managed accounts, foreign funds (UCITS), other investment companies (as sub-advisers), limited partnerships and collective investment trusts. The Board reviewed the equal weighted average fee or other fee data for the other types of clients managed in a similar manner to certain of the Nuveen funds and TC funds. The Board considered the Adviser’s rationale for the differences in the management fee rates of the funds compared to the management fee rates charged to these other types of clients. In this regard, the Board considered that differences, including but not limited to, the amount, type and level of services provided by the Adviser to the funds compared to that provided to other clients as well as differences in investment policies; regulatory, disclosure and governance requirements; servicing relationships with vendors; the manner of managing such assets; product structure; investor profiles; and account sizes all may contribute to variations in relative fee rates. Further, differences in the client base, governing bodies, distribution, jurisdiction and operational complexities also would contribute to variations in management fees assessed the funds compared to foreign fund clients. In addition, differences in the level of advisory services required for passively managed funds also contribute to differences in the management fee levels of such funds compared to actively managed funds. As a general matter, higher fee levels reflect higher levels of service provided by the Adviser, increased investment management complexity, greater product management requirements, and higher levels of business risk or some combination of these factors. The Board considered the wide range of services in addition to investment management that the Adviser had provided to the funds compared to other types of clients as well as the increased entrepreneurial, legal and regulatory risks that the Adviser incurs in sponsoring and managing the funds. The Board concluded that the varying levels of fees were reasonable given, among other things, the more extensive services, regulatory requirements and legal liabilities, and the entrepreneurial, legal and regulatory risks incurred in sponsoring and advising a registered investment company compared to that required in advising other types of clients.
3. | Profitability of the Adviser |
In their review, the Board Members reviewed a variety of profitability information relating to TAL as a result of its advisory services to the TC funds. In developing the profitability data, the Board Members considered the subjective nature of calculating profitability as the information is not audited and is necessarily dependent on cost allocation methodologies to allocate expenses throughout the complex and among the various advisory products. The Board Members received profitability data for TAL attributable to the TC funds in the aggregate and on a per-TC fund basis. The Board Members reviewed, among other things, TAL’s profitability margin (pre- and post-distribution expenses) for the TC funds for each year from 2014 to 2023 as well as TAL’s revenue, expenses and net earnings before federal income tax (pre- and post-distribution expenses) from the TC funds for the year ended December 31, 2023 and as compared to December 31, 2022. The Board reviewed the profitability margins (pre- and post-marketing and pre-tax) of TAL for the TC funds for the 2023 fiscal year compared to the profitability margins (pre-marketing (subject to exceptions) and post-marketing and pre-tax) of a peer group of certain asset management firms for the 2022 fiscal year (the most recent year data available). The Board considered that TAL had calculated that it earned profits (pre-distribution) for the one-year period ended December 31, 2023 with respect to each Fund. In evaluating profitability data, the Board Members considered the difficulty in calculating profitability particularly at the individual Fund level given that differing but reasonable allocation methodologies could be employed and lead to significantly different results. The Board Members also reviewed the unaudited financial statements for TAL dated December 31, 2023.
Aside from the profitability data, the Board considered that NFAL and TAL are affiliates of Teachers Insurance and Annuity Association of America (“TIAA”). NFAL is a subsidiary of Nuveen, LLC, the investment management arm of TIAA, and TAL is an indirect wholly owned subsidiary of TIAA. Accordingly, the Board also reviewed a balance sheet for TIAA reflecting its assets, liabilities and capital and contingency reserves for the 2023 and 2022 calendar years to consider the financial strength of TIAA. The Board considered the benefit of an investment adviser and its parent with significant resources, particularly during periods of market volatility. The Board also considered the reinvestments the Adviser, its parent and/or other affiliates made into their business through, among other things, the investment of seed capital in certain funds, initiatives in international expansion, investments in infrastructure and continued investments in enhancements to technological capabilities.
In evaluating the reasonableness of the compensation, the Board Members also considered the indirect benefits the Adviser received that were directly attributable to the management of the applicable funds as discussed in further detail below. Based on its review, the Board was satisfied that the Adviser’s level of profitability from its relationship with each Fund was not unreasonable over various time frames in light of the nature, extent and quality of services provided.
D. | Economies of Scale and Whether Fee Levels Reflect These Economies of Scale |
The Board considered whether there have been economies of scale with respect to the management of the funds in the fund complex, including the Funds, whether these economies of scale have been appropriately shared with such funds and whether there is potential for realization of further economies of scale. Although the Board considered that economies of scale are difficult to measure with any precision and the rates at which certain expenses are incurred may not decline with a rise in assets, the Board considered that there are various methods that may be employed
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Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract (continued)
to help share the benefits of economies of scale, including, among other things, through the use of breakpoints in the management fee schedule, fee waivers and/or expense limitations, the pricing of funds at scale at inception and investments in the Adviser’s business which can enhance the services provided to the applicable funds for the fees paid. The Board considered that the Adviser has generally employed one or more of these various methods among the applicable funds.
The Board considered that the management fee of TAL for the TC funds was comprised of only a fund-level fee. However, effective May 1, 2024, the Board approved the implementation of a complex-level component to the fee arrangement of certain TC funds pursuant to which the management fee would be comprised of a fund-level component and a complex-level component, subject to certain exceptions. Participating Funds in the complex-level component include each Fund. To implement the new structure, the fund-level component was reduced by an amount at least equal to the new complex-level fee component. The complex-level fee component contains its own breakpoint schedule which is designed to deliver the benefits of economies of scale to shareholders when the assets of eligible funds in the complex pass certain thresholds even if the assets of a particular fund are unchanged or have declined, and the fund-level breakpoint schedules (if any) are designed to share economies of scale with shareholders if the particular fund grows. The Board considered that the assets of the participating TC funds to be included in the calculation of the complex-wide fee would be phased into the complex-wide assets in determining the complex-level fee over a ten-year period. The Board reviewed the projected shareholder savings derived from such modifications to the complex-wide fee calculation over a ten-year period from 2024 to 2033. The Board considered management’s representation that there will be no increase to either Fund’s respective advisory agreement fee rate. Similarly, the Board considered that certain reimbursements of administrative costs to TAL under its administrative agreement will also be phased out over a three-year period.
In addition to the fund-level and complex-level fee schedules, the Board Members considered the contractual and/or voluntary expense caps (if any) applicable to a Fund. The Board considered that such waivers and reimbursements applicable to the respective funds are another means for potential economies of scale to be shared with shareholders of such funds and can provide a protection from an increase in expenses if the assets of the applicable funds decline.
The Board Members also considered the continued reinvestment in Nuveen/TIAA’s business to enhance its capabilities and services to the benefit of its various clients. The Board understood that many of these investments were not specific to individual funds, but rather incurred across a variety of products and services pursuant to which the family of funds as a whole may benefit. The Board further considered that the Adviser and its affiliates have provided certain additional services, including, but not limited to, services required by new regulations and regulatory interpretations, without raising advisory fees to the funds, and this was also a means of sharing economies of scale with the funds and their shareholders. The Board considered the Adviser’s and/or its affiliates’ ongoing efforts to streamline the product line-up, among other things, to create more scaled funds which may help improve both expense and trading economies.
Based on its review, the Board was satisfied that the current fee arrangements together with the reinvestment in management’s business appropriately shared any economies of scale with shareholders.
E. | Indirect Benefits |
The Board Members received and considered information regarding various indirect benefits the Adviser or its affiliates may receive as a result of their relationship with the funds in the fund complex, including the Funds. These benefits included, among other things, economies of scale to the extent the Adviser or its affiliates share investment resources and/or personnel with other clients of the Adviser. The funds may also be used as investment options for other products or businesses offered by the Adviser and/or its affiliates, such as variable products, fund of funds and 529 education savings plans, and affiliates of the Adviser may serve as sub-advisers to various funds in which case all advisory and sub-advisory fees generated by such funds stay within Nuveen.
Further, the funds may pay the Adviser and/or its affiliates for other services, such as distribution. In this regard, the Board Members considered that an affiliate of the Adviser serves as principal underwriter providing distribution and/or shareholder services to the open-end funds for which it may be compensated. The Board Members also considered that certain share classes of the funds (subject to certain exceptions) pay 12b-1 fees, some of which may be retained by the Adviser’s affiliate.
The Board Members considered that TAL or its affiliates were reimbursed for certain costs of administrative services pursuant to an administrative agreement; however, such administrative agreement was anticipated to be phased out over time. In addition, the Board Members considered that the Adviser may utilize soft dollar brokerage arrangements attributable to the respective fund(s) to obtain research and other services for any or all of its clients, although the Board Members also considered that the Adviser reimburses the Funds for all such costs.
The Adviser and its affiliates may also benefit from the advisory relationships with the funds in the fund complex to the extent this relationship results in potential investors viewing the TIAA group of companies as a leading retirement plan provider in the academic and nonprofit market and a single source for all their financial service needs. The Adviser and/or its affiliates may further benefit to the extent that they have pricing or other information regarding vendors the funds utilize in establishing arrangements with such vendors for other products.
Based on its review, the Board concluded that any indirect benefits received by the Adviser as a result of its relationship with the Funds were reasonable in light of the services provided.
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F. | Other Considerations |
The Board Members did not identify any single factor discussed previously as all-important or controlling. The Board Members concluded that the terms of each Advisory Agreement were reasonable, that the Adviser’s fees were reasonable in light of the services provided to each Fund and that the Advisory Agreements be renewed for an additional one-year period.
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Item 12. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable to open-end investment companies.
Item 13. | Portfolio Managers of Closed-End Management Investment Companies. |
Not applicable to open-end investment companies.
Item 14. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Not applicable to open-end investment companies.
Item 15. | Submission of Matters to a Vote of Security Holders. |
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees implemented after the registrant last provided disclosure in response to this Item.
Item 16. | Controls and Procedures. |
(a) | The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
(b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 17. | Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. |
(a) | Not applicable to open-end investment companies. |
(b) | Not applicable to open-end investment companies. |
Item 18. | Recovery of Erroneously Awarded Compensation. |
(a) | Not applicable. |
(b) | Not applicable. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TIAA-CREF Funds
Date: December 4, 2024 |
By: | /s/ Jordan M. Farris | ||
Jordan M. Farris | ||||
Chief Administrative Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: December 4, 2024 |
By: | /s/ Jordan M. Farris | ||
Jordan M. Farris | ||||
Chief Administrative Officer | ||||
(principal executive officer) |
Date: December 4, 2024 |
By: | /s/ Marc Cardella | ||
Marc Cardella | ||||
Vice President and Controller | ||||
(principal financial officer) |