v3.26.1
Related Party Transactions
 3 Months Ended
Mar. 31, 2026
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
Initial Closing
In connection with the Initial Closing, the Company may acquire the Initial Portfolio from a subsidiary of TIAA. TIAA and/or an affiliate of Nuveen intend to make an investment of at least $25 million, comprised of a mix of cash and assets, some of which may make up a portion of the Initial Portfolio in the Company, in exchange for Class A-I Shares. As of March 31, 2026, the Advisor had not identified assets in which it is probable that the Company will invest.
Management Fees
The Company intends to enter into an Advisory Agreement (the “Advisory Agreement”) with Nuveen OP and the Advisor. Pursuant to the Advisory Agreement, the Advisor will be responsible for sourcing, evaluating and monitoring the Company’s investment opportunities and making decisions related to the acquisition, management, financing and disposition of the Company’s assets, in accordance with the Company’s investment objectives, guidelines, policies and limitations, subject to oversight by the Company’s board of trustees.
The Advisor receives a management fee, payable quarterly in arrears, in connection with the management of the Company, as follows:
Class A-I
Shares		Class A-II
Shares		Class I
Shares		Class S
Shares		Class D
Shares
Management Fee (% of NAV for shares)0.95%1.15%1.25%1.25%1.25%
In calculating the Advisor’s management fee, NAV is determined before giving effect to accruals for the management fee, performance participation interest, ongoing annual shareholder servicing fees or distributions payable on Company shares. As of March 31, 2026, there is no management fee accrued as there were no shares outstanding.
Additionally, to the extent the Nuveen OP issues OP Units to parties other than the Company, the Advisor receives a management fee from Nuveen OP, payable quarterly in arrears, in connection with the management of the Company, as follows:
Class A-I
OP Units		Class A-II
OP Units		Class I
OP Units		Class S
OP Units		Class D
OP Units
Management Fee (% of NAV for OP Units)0.95%1.15%1.25%1.25%1.25%
As of March 31, 2026, there is no management fee accrued as there were no OP Units outstanding.
Related Party Payable
The Advisor has advanced $1,000 in a non-interest bearing payable (the “Initial Capitalization”) to the Company. The Company will reimburse the Advisor for the Initial Capitalization ten (10) business days after the Initial Closing.
Fees Due to Affiliated Service Providers
The Company may retain certain of the Advisor’s affiliates for necessary services relating to the Company’s investments or its operations, including, without limitation, property management and operations services, as well as services related to consulting/brokerage, capital markets/credit origination, loan servicing, property, title and other types of insurance, management consulting and other similar operational matters. As of March 31, 2026, the Company has not retained an affiliate of the Advisor for any such services.
Fees Due to Intermediary Manager
The Company has entered into an Intermediary Manager Agreement (the “Intermediary Manager Agreement”) with Nuveen Securities, LLC (the “Intermediary Manager”) as the intermediary manager for the Offering. The Intermediary Manager is a registered broker-dealer affiliated with the Advisor. The Company is obligated under the Intermediary Manager Agreement to pay annual shareholder servicing fees with respect to the Class S and Class D Shares distributed in the Offering. The ongoing annual shareholder servicing fees will be paid monthly in arrears. As of March 31, 2026, there is no shareholder servicing fee accrued as there were no shares outstanding.
The Company is obligated under the Intermediary Manager Agreement to pay Upfront Sales Load as a percentage of the transaction price of each Class S Shares and Class D Shares. No Upfront Sales Load is paid in connection with purchases of the Class A-1 Shares, Class A-II Shares, Class I Shares or shares issued pursuant to the Company’s distribution reinvestment plan. The Intermediary Manager anticipates that all or a portion of the Upfront Sales Load will be retained by, or paid to, participating broker-dealers. Any Upfront Sales Load and ongoing annual shareholder servicing fees with respect to Class S Shares and Class D Shares will be paid only to an eligible broker-dealer. As of March 31, 2026, there is no Upfront Sales Load as there were no shares outstanding.
The following table presents the Upfront Sales Load and the shareholder servicing fees per annum, for each class of shares sold in the Offering:
Class A-I
Shares		Class A-II
Shares		Class I
Shares		Class S
Shares		Class D
Shares
Upfront Sales Load (% of Transaction Price)— — — 
up to 3.5%
up to 1.5%
Annual Shareholder Servicing Fee (% of NAV)— — — 0.85%0.25%
Fees Due to Special Limited Partner
So long as the Advisory Agreement has not been terminated, the Special Limited Partner holds a performance participation interest in the Operating Partnership that entitles it to receive an allocation from the Operating Partnership with regard to OP Units equal to 12.5% of the Total Return, subject to a 6% Hurdle Amount and a High Water Mark, with a Catch-Up (each as defined below) for Class A-II, Class I, Class S, and Class D units. For Class A-I units, the performance participation interest will entitle the Advisor to receive an allocation from the Operating Partnership equal to 9% of the Total Return, subject to a 6% Hurdle Amount and a High Water Mark, with a Catch-up.
Specifically, the Special Limited Partner will be allocated a performance participation interest in an amount equal to:
•First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amounts (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the Advisor equals 12.5% (and in respect of any Class A-I units in the Operating Partnership only, 9%) of the sum of (x) the Hurdle Amount for that period and (y) any amount paid to the Advisor to this clause (this is commonly referred to as a “Catch-Up”); and
•Second, to the extent there are remaining Excess Profits, 12.5% (and in respect of any Class A-I units in the Operating Partnership only, 9%) of such remaining Excess Profits.
“Total Return” for any period since the end the of the prior calendar year shall equal the sum of:
•All distributions accrued or paid (without duplication) on all of the Operating Partnership units outstanding at the end of such period since the beginning of the then-current calendar year (the “Performance Participation Units”) and
•The change in aggregate NAV of the Performance Participation Units since the beginning of the year, before giving effect to (x) changes resulting solely from the proceeds of issuances Performance Participation Units, (y) any performance participation interest accrual and (z) applicable shareholder servicing fee expenses (including any payments to the Company for payment of such expenses).
For the avoidance of doubt, the calculation of Total Return will (i) include any appreciation or depreciation in the NAV of Performance Participation Units issued during the then-current calendar year but (ii) exclude the proceeds from the initial issuance of such Performance Participation Units.
“Hurdle Amount” for any period during a calendar year means that amount that results in a 6.0% annualized internal rate of return on the NAV of the Performance Participation Units outstanding at the beginning of the then-current calendar year and all Performance Participation Units issued since the beginning of the then current calendar year, taking into account the timing and amount of all distributions accrued or paid (without duplication) on all such units and all issuances of Performance Participation Units over the period and calculated in accordance with recognized industry practices. The ending NAV of the Performance Participation Units used in calculating the internal rate of return will be calculated before giving effect to any allocation/accrual to the performance participation interest and applicable shareholder servicing fee expenses. For the avoidance of doubt, the calculation of the Hurdle Amount for any period will exclude any Performance Participation Units redeemed during such period, which units will be subject to the performance participation allocation upon redemption as described below.
Except as described in Loss Carryforward Amount below, any amount by which Total Return falls below the Hurdle Amount will not be carried forward to subsequent periods.
“Loss Carryforward Amount” will initially equal zero and shall cumulatively increase by the absolute value of any negative annual Total Return and decrease by any positive annual Total Return, provided that the Loss Carryforward Amount shall at no time be less than zero and provided further that the calculation of the Loss Carryforward Amount will exclude the Total Return related to any Performance Participation Units redeemed during such year, which units will be subject to the performance participation allocation upon redemption as described below. The effect of the Loss Carryforward Amount is that the recoupment of past annual Total Return losses will offset the positive annual Total Return for purposes of the calculation of the Special Limited Partner’s performance participation allocation. This is referred to as a “High Water Mark.”