M&A - TIAA-CREF FUNDS

Form Type: CORRESP

Filing Date: 2024-11-13

Corporate Action: Merger

Type: Update

Accession Number: 000119312524257009

Filing Summary: On November 13, 2024, TIAA-CREF Funds filed a response to comments from the U.S. Securities and Exchange Commission regarding their Registration Statement on Form N-14, which pertains to the proposed reorganization of Nuveen Social Choice Low Carbon Equity Fund into Nuveen Large Cap Responsible Equity Fund. The letter addresses comments made by the SEC staff on October 28 and November 6, 2024, confirming all material considerations for the Reorganization were disclosed. The letter also includes supplementary explanations regarding changes to the Acquiring Fund's ESG criteria, potential impacts of portfolio repositioning, and confirmations regarding fees and expenses. Key highlights include the confirmation that the Reorganization will not materially change the investment portfolio and that previously waived expenses of the Target Fund will not transfer to the new combined fund. Additional corrections to footnotes and disclosures have been made to comply with SEC guidelines.

Form Type: CORRESP

Filing Date: 2024-11-08

Corporate Action: Merger

Type: Update

Accession Number: 000119312524254208

Filing Summary: The document outlines TIAA-CREF Funds' response to comments from the SEC regarding the Registration Statement on Form N-14 for the proposed reorganization of the Nuveen Mid Cap Value 1 Fund into the Nuveen Mid Cap Value Fund. Key concerns addressed include the lack of previously waived fees subject to recapture, the implementation of a 12-month waiver of the sub-transfer agent fee for Class A shares post-reorganization, and the use of the Russell 3000® Index for performance comparisons. The Registrant confirmed all material board considerations were disclosed and there are no additional shareholder rights changes due to the transition to a Delaware statutory trust. Updates to proxy voting disclosures and the inclusion of a tax opinion letter were also noted. The Registrant provided clarity on the expected portfolio repositioning's tax implications, confirming the reorganization will not materially change the Target Fund's investment portfolio. The document reflects a series of revisions made to address SEC feedback in preparation for the special meeting regarding the merger proposal.

Form Type: N-14

Filing Date: 2024-10-11

Corporate Action: Merger

Type: New

Accession Number: 000119312524236104

Filing Summary: TIAA-CREF Funds filed a registration statement for a proposed reorganization involving Nuveen Mid Cap Value 1 Fund (the ‘Target Fund’) merging into Nuveen Mid Cap Value Fund (the ‘Acquiring Fund’). The reorganization aims to streamline offerings, eliminate redundant products, and reduce expenses for shareholders of the Target Fund. The Board of Directors unanimously recommends that shareholders vote in favor of the reorganization. If approved, shareholders will receive shares in the Acquiring Fund equivalent to the net asset value of their Target Fund shares. The reorganization is intended to be tax-free for shareholders, although distributions prior to the closing may be taxable. The special meeting for shareholders to vote on this proposal is scheduled for January 9, 2025, with the expected reorganization occurring after approval as soon as practicable following this meeting.

Form Type: N-14

Filing Date: 2024-10-11

Corporate Action: Merger

Type: New

Accession Number: 000119312524236107

Filing Summary: On October 11, 2024, TIAA-CREF Funds filed a Form N-14 registration statement concerning the reorganization of the Nuveen Social Choice Low Carbon Equity Fund (the 'Target Fund') into the Nuveen Large Cap Responsible Equity Fund (the 'Acquiring Fund'). This reorganization was approved by the Board of Trustees of the Trust on September 19, 2024, and does not require shareholder approval, meaning shareholders are not required to vote or provide proxies. The rationale behind the reorganization includes enhancing Nuveen's offerings by eliminating redundant products and achieving lower expenses for Target Fund shareholders. The reorganization allows Target Fund shareholders to continue investing in an ESG-oriented fund with similar objectives and strategies as the Target Fund. Upon completion of the reorganization, expected around December 13, 2024, shareholders will receive shares of the Acquiring Fund equivalent in total net asset value to their Target Fund shares. No sales loads or charges will be incurred by shareholders in this transition. The reorganization is also expected to qualify as a tax-free event. If the reorganization does not proceed, the Board may choose to operate the Target Fund independently or consider other options.