497 1 c107146_497.htm
TIAA-CREF
Funds		 Supplement

 

TIAA-CREF Funds

 

SUPPLEMENT NO. 1
dated October 13, 2023 to the Statement of Additional Information (“SAI”) dated March 1, 2023 and August 1, 2023

 

TIAA-CREF Funds: Funds-of-Funds

 

SUPPLEMENT NO. 1
dated October 13, 2023 to the Statement of Additional Information (“SAI”) dated October 1, 2023

 

The Funds and certain other investment companies advised by Teachers Advisors, LLC (“Advisors”) and its affiliates are currently overseen by two separate groups of board members. One of these groups consists of the current board members of the mutual funds advised by Advisors that are series of the Trust and the TIAA-CREF Life Funds (collectively referred to herein as the “TC Funds,” and the board members thereof as the “TC Board Members”). The other group consists of the current board members of the funds advised by Nuveen Fund Advisors, LLC (referred to herein as the “Nuveen Funds,” and board members thereof as the “Nuveen Board Members”).

 

The TC Board Members and the Nuveen Board Members separately determined to approve the alignment and consolidation of the membership of the boards so that the TC Funds and the Nuveen Funds are overseen by the same board members. Accordingly, the TC Fund Board has proposed the election of twelve (12) board members. Four (4) of the nominees currently serve as TC Board Members. Eight (8) of the nominees currently serve as Nuveen Board Members. If shareholders approve the election of all of the nominees, the membership of the TC Fund Board will be expanded from eleven (11) to twelve (12) members, including the eight (8) nominees who currently serve as Nuveen Board Members, as well as the four (4) nominees who currently serve as TC Board Members (Joseph A. Boateng, Michael A. Forrester, Thomas J. Kenny and Loren M. Starr). In connection with the board consolidation, seven (7) of the eleven (11) current TC Board Members (Forrest Berkley, Joseph A. Carrier, Janice C. Eberly, Nancy A. Eckl, Howell E. Jackson, Nicole Thorne Jenkins and James M. Poterba) are expected to resign as TC Board Members, effective as of December 31, 2023, and therefore have not been nominated for re-election as board members of the TC Funds, but will continue to serve as members of the board or management committee, as applicable, of College Retirement Equities Fund (“CREF”) and TIAA Separate Account VA-1 (“VA-1"), which are other investment companies advised by Advisors or its affiliate.

1

The nominees who currently serve as Nuveen Board Members and who do not currently serve as TC Board Members, each of whom would not be deemed an “interested person,” as that term is defined under the 1940 Act, of the Funds or Advisors, are:

 

Name, address and
year of birth (“YOB”)		   Position(s)
held with
registrant		   Term of office
and length of
time served		   Principal occupation(s)
during past 5 years and
other relevant experience
and qualifications		   Number of
portfolios in
fund complex(1)
overseen by Trustee		   Other directorships
and positions held
by Trustee
Amy B. R. Lancellotta
333 West Wacker Drive
Chicago, IL 60606
YOB: 1959		   None  

Term: Indefinite

 

Length of Service: Not Applicable

   Formerly, Managing Director, Independent Directors Council (“IDC”) (2006-2019) (supports the fund independent director community and is part of the Investment Company Institute (“ICI”), which represents regulated investment companies); formerly, various positions with ICI (1989-2006).   135(2)   President (since 2023) and Member of the Board of Directors (since 2020), Jewish Coalition Against Domestic Abuse (JCADA).
Joanne T. Medero
333 West Wacker Drive
Chicago, IL 60606
YOB: 1954		   None  

Term: Indefinite

 

Length of Service: Not Applicable

   Formerly, Managing Director, Government Relations and Public Policy (2009-2020) and Senior Advisor to the Vice Chairman (2018-2020), BlackRock, Inc. (global investment management firm); formerly, Managing Director, Global Head of Government Relations and Public Policy, Barclays Group (IBIM) (investment banking, investment management and wealth management businesses) (2006-2009); formerly, Managing Director, Global General Counsel and Corporate Secretary, Barclays Global Investors (global investment management firm) (1996-2006); formerly, Partner, Orrick, Herrington & Sutcliffe LLP (law firm) (1993-1995); formerly, General Counsel, Commodity Futures Trading Commission (government agency overseeing U.S. derivatives markets) (1989-1993); formerly, Deputy Associate Director/Associate Director for Legal and Financial Affairs, Office of Presidential Personnel, The White House (1986-1989).   135(2)   Member (since 2019) of the Board of Directors of the Baltic-American Freedom Foundation.
Albin F. Moschner
333 West Wacker Drive
Chicago, IL 60606
YOB: 1952		   None  

Term: Indefinite

 

Length of Service: Not Applicable

   Founder and Chief Executive Officer, Northcroft Partners, LLC (management consulting) (since 2012); previously, held positions at Leap Wireless International, Inc. (consumer wireless services), including Consultant (2011-2012), Chief Operating Officer (2008-2011) and Chief Marketing Officer (2004-2008); formerly, President, Verizon Card Services division of Verizon Communications, Inc. (telecommunication services) (2000-2003); formerly, President, One Point Services at One Point Communications (telecommunication services) (1999-2000); formerly, Vice President of the Board, Diba, Incorporated (internet technology provider) (1996-1997); formerly, various executive positions (1991-1996) and Chief Executive Officer (1995-1996) of Zenith Electronics Corporation (consumer electronics).   135(2)   Formerly, Chairman (2019) and Director (2012-2019), USA Technologies, Inc. (a provider of solutions and services to facilitate electronic payment transactions); formerly, Director, Wintrust Financial Corporation (1996-2016).
2
Name, address and
year of birth (“YOB”)		   Position(s)
held with
registrant		   Term of office
and length of
time served		   Principal occupation(s)
during past 5 years and
other relevant experience
and qualifications		   Number of
portfolios in
fund complex(1)
overseen by Trustee		   Other directorships
and positions held
by Trustee
John K. Nelson
333 West Wacker Drive
Chicago, IL 60606
YOB: 1962		   None  

Term: Indefinite

 

Length of Service: Not Applicable

   Formerly, Senior External Advisor to the Financial Services practice of Deloitte Consulting LLP (2012-2014); Chief Executive Officer of ABN AMRO Bank N.V., North America, and Global Head of the Financial Markets Division (2007-2008), with various executive leadership roles in ABN AMRO Bank N.V. between 1996 and 2007.   135(2)   Member of the Board of Directors (since 2008) of Core12 LLC; formerly, Member of the President’s Council (2010-2019) of Fordham University; formerly, Director (2009-2018) of the Curran Center for Catholic American Studies.
Matthew Thornton III
333 West Wacker Drive
Chicago, IL 60606
YOB: 1958		   None  

Term: Indefinite

 

Length of Service: Not Applicable

   Formerly, Executive Vice President and Chief Operating Officer (2018-2019), FedEx Freight Corporation, a subsidiary of FedEx Corporation (“FedEx”) (provider of transportation, e-commerce and business services through its portfolio of companies); formerly, Senior Vice President, U.S. Operations (2006-2018), Federal Express Corporation, a subsidiary of FedEx.   135(2)   Member of the Board of Directors (since 2014), The Sherwin-Williams Company (develops, manufactures, distributes and sells paints, coating and related products); Member of the Board of Directors (since 2020), Crown Castle International (provider of communications infrastructure); formerly, Member of the Board of Directors (2012-2018), Safe Kids Worldwide.
3
Name, address and
year of birth (“YOB”)		   Position(s)
held with
registrant		   Term of office
and length of
time served		   Principal occupation(s)
during past 5 years and
other relevant experience
and qualifications		   Number of
portfolios in
fund complex(1)
overseen by Trustee		   Other directorships
and positions held
by Trustee
Terence J. Toth
333 West Wacker Drive
Chicago, IL 60606
YOB: 1959		   None  

Term: Indefinite

 

Length of Service: Not Applicable

   Formerly, Co-Founding Partner, Promus Capital (investment advisory firm) (2008-2017); formerly, Director, Quality Control Corporation (manufacturing) (2012-2021); formerly, Director, Fulcrum IT services LLC (information technology services firm to government entities) (2010-2019); formerly, Director, Legal & General Investment Management America, Inc. (asset management) (2008-2013); formerly, CEO and President, Northern Trust Global Investments (financial services) (2004-2007); Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (financial services); formerly, Member, Northern Trust Mutual Funds Board (2005-2007), Northern Trust Global Investments Board (2004-2007), Northern Trust Japan Board (2004-2007) and Northern Trust Hong Kong Board (1997-2004).   135(2)   Chair and Member of the Board of Directors (since 2021), Kehrein Center for the Arts; Member of the Board of Directors (philanthropy) (since 2008), Catalyst Schools of Chicago; Member of the Board of Directors (since 2012) (and Former Investment Committee Chair (2017-2022)), Mather Foundation (philanthropy); formerly, Member, Chicago Fellowship Board (philanthropy) (2005-2016).
Margaret L. Wolff
333 West Wacker Drive
Chicago, IL 60606
YOB: 1955		   None  

Term: Indefinite

 

Length of Service: Not Applicable

   Formerly, Of Counsel, Skadden, Arps, Slate, Meagher & Flom LLP (legal services) (2005-2014).   135(2)   Member of the Board of Trustees (since 2005) of New York- Presbyterian Hospital; Member of the Board of Trustees (since 2004) (and former Chair (2015-2022)), The John A. Hartford Foundation (philan- thropy dedicated to improving the care older adults); formerly, Member (2005-2015) and Vice Chair (2011- 2015) of the Board of Trustees of Mt. Holyoke College.
4
Name, address and
year of birth (“YOB”)		   Position(s)
held with
registrant		   Term of office
and length of
time served		   Principal occupation(s)
during past 5 years and
other relevant experience
and qualifications		   Number of
portfolios in
fund complex(1)
overseen byTrustee		   Other directorships
and positions held
by Trustee
Robert L. Young
333 West Wacker Drive
Chicago, IL 60606
YOB: 1963		   None  

Term: Indefinite

 

Length of Service: Not Applicable

   Formerly, Chief Operating Officer and Director, J.P. Morgan Investment Management Inc. (financial services) (2010-2016); formerly, President and Principal Executive Officer (2013-2016), and Senior Vice President and Chief Operating Officer (2005-2010), of J.P. Morgan Funds; formerly, Director and various officer positions for J.P. Morgan Investment Management Inc. (formerly, JPMorgan Funds Management, Inc. and formerly One Group Administrative Services) and JPMorgan Distribution Services, Inc. (financial services) (formerly, One Group Dealer Services, Inc. (1999-2017).   135(2)   None.

 

1 As used in this table, the Fund Complex consists of the Nuveen Funds, the TC Funds and the TC Life Funds.
2 In connection with the board consolidation, each nominee is also standing for election, or expected to be appointed, to oversee additional funds in the Fund Complex. If so elected, the Number of portfolios in fund complex overseen by Trustee will be as follows on January 1, 2024:
Amy B.R. Lancellotta 214
Joanne T. Medero 214
Albin F. Moschner 214
John K. Nelson 214
Matthew Thornton III 214
Terence J. Toth 214
Margaret L. Wolff 214
Robert L. Young 214

 

In addition, certain nominees may from time to time be appointed or elected to other boards overseeing additional portfolios in the Fund Complex.

 

The nominees were unanimously approved by the Board to stand for election.

 

A notice of special meeting of shareholders, proxy statement and proxy card are expected to be mailed to shareholders of each Fund of record as of October 5, 2023. The shareholder meeting is expected to be held on or about November 20, 2023. If elected, nominees who currently serve as Nuveen Board Members are expected to be seated as members of your Fund’s Board effective as of January 1, 2024.

 

This supplement is not a solicitation of any vote, consent or proxy from any Fund shareholder.

Solicitation of shareholder approval of the election of the nominees will be made only pursuant to separate proxy materials filed with the Securities and Exchange Commission (“SEC”) under applicable federal securities laws. Shareholders are urged to read any such proxy materials when they become available because they will contain important information about the proposed board consolidation and nominees. Shareholders will be able to obtain, free of charge, copies of these documents, when available, at
https://www.tiaa.org/public/about-tiaa/corporate-governance-leadership/document-library. You may also obtain these documents directly from the SEC on the EDGAR Database on the SEC’s website at http://www.sec.gov. You may also request Fund information by sending an e-mail request to publicinfo@sec.gov.

5

The following is added to the section directly after the “Equity ownership of the Trustees” table:

 

The table below presents information on Trustees who own securities in companies (other than registered investment companies) that are advised by entities that are under common control with the Funds’ investment adviser, Advisors, as of December 31, 2022:

 

Name of Trustee   Name of Owners/
Relationships to
Trustee		   Companies2   Title of Class   Value of Securities3   Percent of Class4
Thomas J. Kenny   Thomas Joseph Kenny 2021 Trust (Mr. Kenny is Initial Trustee and Settlor.)   Global Timber Resources LLC   None   $61,063   0.01%
    KSHFO, LLC1   Global Timber Resources Investor Fund, LP   None   3,593   0.39
    KSHFO, LLC1   Global Agriculture II Investor Fund LP   None   9,448   0.67

 

  1 Mr. Kenny owns 6.6% of KSHFO, LLC.
  2 Advisors and the investment advisers to these Companies are indirectly commonly controlled by Nuveen, LLC.
  3 These amounts reflect the current value of holdings as of December 31, 2022.
  4 These percentages reflect the overall amount committed to invest in the Companies, not current ownership percentages.
6

This page is intentionally left blank.

7

 

A41503 (10/23)

8