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Tiaa-Cref Bond Index Fund Instl (MM) | NASDAQ:TBIIX | NASDAQ | Fund |
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STATEMENT OF ADDITIONAL INFORMATION
TIAA-CREF FUNDS
APRIL 12, 2013 (with respect to the International Opportunities Fund)
MARCH 1, 2013, AS SUPPLEMENTED APRIL 12, 2013 (with respect to all other Equity
Funds)
SEPTEMBER 21, 2012, AS SUPPLEMENTED APRIL 12, 2013 AND MARCH 1, 2013
(with respect to the Social Choice Bond Fund)
AUGUST 1, 2012, AS SUPPLEMENTED APRIL 12, 2013 AND MARCH 1, 2013
(with respect to all other Fixed-Income Funds and the Real Estate Securities
Fund)
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Tickers by Class |
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Retail |
Retirement |
Premier |
Institutional |
Equity Funds |
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Emerging Markets Equity Fund |
TEMRX |
TEMSX |
TEMPX |
TEMLX |
Emerging Markets Equity Index Fund |
TEQKX |
TEQSX |
TEQPX |
TEQLX |
Enhanced International Equity Index Fund |
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TFIIX |
Enhanced Large-Cap Growth Index Fund |
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TLIIX |
Enhanced Large-Cap Value Index Fund |
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TEVIX |
Equity Index Fund |
TINRX |
TIQRX |
TCEPX |
TIEIX |
Global Natural Resources Fund |
TNRLX |
TNRRX |
TNRPX |
TNRIX |
Growth & Income Fund |
TIIRX |
TRGIX |
TRPGX |
TIGRX |
International Equity Fund |
TIERX |
TRERX |
TREPX |
TIIEX |
International Equity Index Fund |
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TRIEX |
TRIPX |
TCIEX |
International Opportunities Fund |
TIOSX |
TIOTX |
TIOPX |
TIOIX |
Large-Cap Growth Fund |
TIRTX |
TILRX |
TILPX |
TILGX |
Large-Cap Growth Index Fund |
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TRIRX |
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TILIX |
Large-Cap Value Fund |
TCLCX |
TRLCX |
TRCPX |
TRLIX |
Large-Cap Value Index Fund |
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TRCVX |
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TILVX |
Mid-Cap Growth Fund |
TCMGX |
TRGMX |
TRGPX |
TRPWX |
Mid-Cap Value Fund |
TCMVX |
TRVRX |
TRVPX |
TIMVX |
Small-Cap Blend Index Fund |
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TRBIX |
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TISBX |
Small-Cap Equity Fund |
TCSEX |
TRSEX |
TSRPX |
TISEX |
Social Choice Equity Fund |
TICRX |
TRSCX |
TRPSX |
TISCX |
S&P 500 Index Fund |
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TRSPX |
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TISPX |
Fixed-Income Funds |
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Bond Fund |
TIORX |
TIDRX |
TIDPX |
TIBDX |
Bond Index Fund |
TBILX |
TBIRX |
TBIPX |
TBIIX |
Bond Plus Fund |
TCBPX |
TCBRX |
TBPPX |
TIBFX |
High-Yield Fund |
TIYRX |
TIHRX |
TIHPX |
TIHYX |
Inflation-Linked Bond Fund |
TCILX |
TIKRX |
TIKPX |
TIILX |
Money Market Fund |
TIRXX |
TIEXX |
TPPXX |
TCIXX |
Short-Term Bond Fund |
TCTRX |
TISRX |
TSTPX |
TISIX |
Social Choice Bond Fund |
TSBRX |
TSBBX |
TSBPX |
TSBIX |
Tax-Exempt Bond Fund |
TIXRX |
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TITIX |
Real Estate Securities Fund |
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Real Estate Securities Fund |
TCREX |
TRRSX |
TRRPX |
TIREX |
This Statement of
Additional Information (SAI) contains additional information that you should
consider before investing in any of the above-listed series, which are
investment portfolios or Funds of the TIAA-CREF Funds (the Trust). The SAI
is not a prospectus, but is incorporated by reference into and made a part of
the (i) TIAA-CREF International Opportunities Fund Prospectus, dated April 12,
2013; (ii) TIAA-CREF Funds prospectuses, dated March 1, 2013, as subsequently
supplemented (with respect to the Equity Funds); (iii) TIAA-CREF Social Choice
Bond Fund Prospectus dated September 21, 2012, as subsequently supplemented;
and (iv) TIAA-CREF Funds prospectuses, dated August 1, 2012, as subsequently
supplemented (with respect to all other Fixed-Income Funds and the Real Estate
Securities Fund) (each, a Prospectus). The SAI should be read carefully in
conjunction with the Prospectuses. The Prospectuses may be obtained, without
charge, by writing the Funds at TIAA-CREF Funds, 730 Third Avenue, New York, NY
10017-3206 or by calling 877 518-9161.
This SAI describes 31 Funds. Each Fund offers Institutional Class shares. Certain of the Funds also offer other share classes, such as Retail Class, Retirement Class and/or Premier Class shares.
Note: Effective October 2010, the Equity Funds in the chart above changed their fiscal year ends from September 30 to October 31 (except for the International Opportunities, Global Natural Resources, Emerging Markets Equity and Emerging Markets Equity Index Funds, which have had a fiscal year end of October 31 since their inception). The remaining Funds in the chart above (except for the Social Choice Bond Fund, which has had a fiscal year end of March 31 since its inception) changed their fiscal year ends from September 30 to March 31. As a result, certain data and other information regarding the Funds throughout the SAI have been included for each of these fiscal periods.
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Capitalized terms used, but not defined, herein have the same meaning as in the Prospectuses. The audited financial statements of the Trust for the Funds covered by this SAI for the fiscal periods ended October 31, 2012 (with respect to the Equity Funds (except the International Opportunities Fund, which is newly operational)), and March 31, 2012 (with respect to the Fixed-Income Funds and Real Estate Securities Fund (except the Social Choice Bond Fund, which commenced operations after March 31, 2012)), are incorporated into this SAI by reference to the TIAA-CREF Funds Annual Reports to shareholders dated October 31, 2012 and March 31, 2012. The Funds will furnish you, without charge, a copy of the Annual Reports on request by calling (877) 518-9161. |
TABLE OF CONTENTS
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Appendix A: TIAA-CREF Policy Statement on Corporate Governance |
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I NVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS
FUNDAMENTAL POLICIES
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1. |
The Fund will not issue senior securities except as permitted by law. |
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2. |
The Fund will not borrow money, except: (a) each Fund may purchase securities on margin, as described in Restriction #7 below; and (b) from banks (only in amounts not in excess of 33⅓% of the market value of that Funds assets at the time of borrowing), and, from other sources, for temporary purposes (only in amounts not exceeding 5%, or such greater amount as may be permitted by law, of that Funds total assets taken at market value at the time of borrowing). |
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3. |
The Fund will not underwrite the securities of other companies, except to the extent that it may be deemed an underwriter in connection with the disposition of securities from its portfolio. |
4. |
The Fund will not purchase real estate or mortgages directly. |
5. |
The Fund (other than the Global Natural Resources Fund) will not purchase commodities or commodities contracts, except to the extent futures are purchased as described herein. The Global Natural Resources Fund will invest in commodities and commodities-related instruments as permitted under applicable securities, commodities and tax regulations. |
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6. |
The Fund will not lend any security or make any other loan if, as a result, more than 33⅓% of its total assets would be lent to other parties, but this limit does not apply to repurchase agreements. |
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7. |
The Fund will not purchase any security on margin except that the Fund may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities. |
Restriction #8 is a fundamental policy of each Fund other than the Global Natural Resources Fund: |
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8. |
The Fund will not, with respect to at least 75% of the value of its total assets, invest more than 5% of its total assets in the securities of any one issuer, other than securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, or hold more than 10% of the outstanding voting securities of any one issuer. |
Restrictions #9 and #10 are fundamental policies of the Tax-Exempt Bond Fund only: |
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9. |
The Fund may invest more than 25% of its assets in tax-exempt securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, or by any state or local government or a political subdivision of any of the foregoing; the Fund will not otherwise invest in any industry if after giving effect to that investment the Funds holding in that industry would exceed 25% of its total assets. |
10. |
Under normal market conditions, the Fund will invest at least 80% of its assets in tax-exempt bonds, a type of municipal security, the interest on which is exempt from federal income tax, including federal alternative minimum tax. |
11. |
The Fund (other than the Real Estate Securities and Global Natural Resources Funds) will not invest 25% or more of its total assets in the securities of one or more issuers conducting their principal business activities in the same industry (excluding the U.S. Government or any of its agencies or instrumentalities). The Real Estate Securities Fund has a policy |
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B-2 |
Statement of Additional Information § TIAA-CREF Funds |
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of investing more than 25% of its total assets in securities of issuers in the real estate sector. The Global Natural Resources Fund has a policy of investing more than 25% of its total assets in securities of issuers in the natural resources industry. |
With the exception of percentage restrictions relating to borrowings, if a percentage restriction is adhered to at the time of investment, a later increase or decrease in percentage beyond the specified limit resulting from a change in values of portfolio securities will not be considered a violation by the Fund. |
INVESTMENT POLICIES
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TIAA-CREF Funds § Statement of Additional Information |
B-3 |
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B-4 |
Statement of Additional Information § TIAA-CREF Funds |
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TIAA-CREF Funds § Statement of Additional Information |
B-5 |
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B-6 |
Statement of Additional Information § TIAA-CREF Funds |
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Debt Instruments Generally
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TIAA-CREF Funds § Statement of Additional Information |
B-7 |
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B-8 |
Statement of Additional Information § TIAA-CREF Funds |
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TIAA-CREF Funds § Statement of Additional Information |
B-9 |
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Mortgage-Backed and Asset-Backed Securities
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B-10 |
Statement of Additional Information § TIAA-CREF Funds |
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TIAA-CREF Funds § Statement of Additional Information |
B-11 |
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B-12 |
Statement of Additional Information § TIAA-CREF Funds |
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TIAA-CREF Funds § Statement of Additional Information |
B-13 |
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Exchange-Traded
Funds.
Additionally, the Funds may invest in other
investment companies, which may include exchange-traded funds (ETFs), for
cash management, investment exposure or defensive purposes, subject to the
limitations set forth above. ETFs generally seek to track the performance of an
equity, fixed-income or balanced index by holding in its portfolio either the
contents of the index or a representative sample of the securities in the
index. Some ETFs, however, select securities consistent with the ETFs
investment objectives and policies without reference to the composition of an
index. Typically, a Fund would purchase ETF shares to obtain exposure to all or
a portion of the stock or bond market. An investment in an ETF generally
presents the same primary risks as an investment in a conventional stock, bond
or balanced mutual fund (
i.e.
,
one that is not exchange traded) that has the same investment objective,
strategies, and policies. The price of an ETF can fluctuate within a wide
range, and a Fund could lose money investing in an ETF if the prices of the
securities owned by the ETF go down. In addition, ETFs are subject to the
following risks that do not apply to conventional mutual funds: (1) the market
price of the ETFs shares may trade at a discount or premium to their net asset
value; (2) an active trading market for an ETFs shares may not develop or be
maintained; or (3) trading of an ETFs shares may be halted if the listing
exchanges officials deem such action appropriate, the shares are de-listed
from the exchange, or the activation of market-wide circuit breakers (which
are tied to large decreases in stock prices) halts stock trading generally.
Most ETFs are investment companies. As with other investment companies, when a
Fund invests in an ETF, it will bear certain investor expenses charged by the
ETF. Generally, a Fund will treat an investment in an ETF as an investment in
the type of security or index to which the ETF is attempting to provide
investment exposure. For example, an investment in an ETF that attempts to provide
the return of the equity securities represented in the Russell 3000
®
Index will
be considered as an equity investment by the Fund.
Exchange-Traded Notes (ETNs) and Equity-Linked Notes (ELNs). A Fund may purchase shares of ETNs or ELNs. ETNs and ELNs are fixed-income securities with principal and/or interest payments (or other payments) linked to the performance of referenced currencies, interest rates, commodities, indices or other financial indicators (each, a Reference), or linked to the performance of a specified investment strategy (such as an options or currency trading program). ETNs are traded on an exchange, while ELNs are not. Often, ETNs and ELNs are structured as uncollateralized medium-term notes. Typically, a Fund would purchase ETNs or ELNs to obtain exposure to all or a portion of the financial markets or specific investment strategies. Because ETNs and ELNs are structured as fixed-income securities, they are generally subject to the risks of fixed-income securities, including (among other risks) the risk of default by the issuer of the ETN or ELN. The price of an ETN or ELN can fluctuate within a wide range, and a Fund could lose money investing in an ETN or ELN if the value of the Reference or the performance of the specified investment strategy goes down. In addition, ETNs and ELNs are subject to the following risks that do not apply to most fixed-income securities: (1) the market price of the ETNs or ELNs may trade at a discount to the market price of the Reference or the performance of the
Borrowing.
Each
Fund may generate cash by borrowing money from banks (no more than 33⅓% of the market value of its assets at the time of
borrowing), rather than through the sale of portfolio securities, when such
borrowing appears more attractive for the Fund. Each Fund may also borrow money
from other sources temporarily (no more than 5% of the total market value of
its assets at the time of borrowing), when, for example, the Fund needs to meet
liquidity requirements caused by greater than anticipated redemptions. See
Fundamental Policies above.
CURRENCY TRANSACTIONS
The
value of a Funds assets (other than the Money Market Fund) as measured in U.S.
dollars may be affected favorably or unfavorably by changes in foreign currency
exchange rates and exchange control regulations, and the Fund may incur costs
in connection with conversions between various currencies. To minimize the
impact of such factors on net asset values, the Funds may engage in foreign
currency transactions in connection with their investments in foreign securities.
The Funds will not speculate in foreign currency, and will enter into foreign
currency transactions only to hedge the currency risk associated with
investing in foreign securities. Although such transactions tend to minimize
the risk of loss due to a decline in the value of the hedged currency, they
also may limit any potential gain that might result should the value of such
currency increase.
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B-14 |
Statement of Additional Information § TIAA-CREF Funds |
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Advisors believes will correlate closely to the currencys price movements. The Funds generally will not enter into forward contracts with terms longer than one year.
REAL ESTATE SECURITIES
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TIAA-CREF Funds § Statement of Additional Information |
B-15 |
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In addition to the risks discussed above, equity REITs may be affected by changes in the value of the underlying property of the trusts, while mortgage REITs may be affected by changes in the quality of any credit extended. Both equity and mortgage REITs are dependent upon management skill and may not be diversified themselves. REITs are also subject to heavy cash flow dependency, defaults by borrowers, self-liquidation, and the possibility of failing to qualify for special tax treatment under Subchapter M of the Code, or failing to meet other applicable regulatory requirements. Finally, certain REITs may be self-liquidating in that a specific term of existence is provided for in their trust document. In acquiring the securities of REITs, the Real Estate Securities Fund runs the risk that it will sell them at an inopportune time.
FOREIGN INVESTMENTS
As
described more fully in the Prospectuses, certain of the Funds (but especially
the International Equity Fund, Emerging Markets Equity Fund, International
Equity Index Fund, Emerging Markets Equity Index Fund, Global Natural Resources
Fund, Enhanced International Equity Index Fund and International Opportunities
Fund) may invest in foreign securities, including those in emerging markets. In
addition to the general risk factors discussed in the Prospectuses, there are a
number of country or region-specific risks and other considerations that may
affect these investments. Many of the risks are more pronounced for investments
in emerging market countries, as described below.
settlements
have been unable to keep pace with the volume of securities transactions,
making it difficult to conduct these transactions. Settlement practices for
transactions in foreign markets may differ from those in the U.S. markets. Such
differences include delays beyond periods customary in the United States and
practices, such as delivery of securities prior to receipt of payment, which
increase the likelihood of failed settlement. The inability of a Fund to make
intended security purchases due to settlement problems could cause the Fund to
miss attractive investment opportunities. Losses to the Fund due to subsequent
declines in the value of portfolio securities, or liabilities arising out of
the Funds inability to fulfill a contract to sell these securities, could
result from failed settlements. In addition, evidence of securities ownership
may be uncertain in many foreign countries. As a result, there is a risk that a
Funds trade details could be incorrectly or fraudulently entered at the time
of the transaction, resulting in a loss to the Fund.
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B-16 |
Statement of Additional Information § TIAA-CREF Funds |
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Emerging
Markets.
Investments in companies domiciled in
emerging market countries may be subject to potentially higher risks than
investments in companies in developed countries. The term emerging market
describes any country or market that is generally considered to be emerging or
developing by major organizations in the international financial community,
such as the World Bank and the International Finance Corporation, or by
financial industry analysts like MSCI, Inc. (MSCI), which compiles the MSCI
Emerging Markets Index, and J.P. Morgan Chase & Co., which compiles several
fixed-income emerging markets benchmarks; or other countries or markets with
similar emerging characteristics. Emerging markets can include every nation in
the world except the United States, Canada, Japan, Australia, New Zealand and
most nations located in Western Europe. Notwithstanding the foregoing, the
fixed-income portfolio management team generally views Israel as an emerging
market.
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TIAA-CREF Funds § Statement of Additional Information |
B-17 |
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cultures differ widely. Unemployment is historically high and could pose political risk. One or more member countries might exit the union, placing the currency and banking system in jeopardy. Major issues currently facing the EU cover its membership, structure, procedures and policies; they include the adoption, abandonment or adjustment of the new constitutional treaty, the EUs enlargement to the south and east, and resolving the EUs problematic fiscal and democratic accountability. Efforts of the member states to continue to unify their economic and monetary policies may increase the potential for similarities in the movements of European markets and reduce the benefit of diversification within the region.
Investing in euro-denominated securities entails risk of being exposed to a relatively new currency that may not fully reflect the strengths and weaknesses of the disparate economies that make up the EU. In addition, many European countries rely heavily upon export-dependent businesses and fluctuations in the exchange rate between the euro and the dollar can have either a positive or a negative effect upon corporate profits.
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B-18 |
Statement of Additional Information § TIAA-CREF Funds |
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Japan
suffered significant loss and damage from the earthquake and tsunami that
devastated its northeastern coastal region in March 2011. The disaster caused
large personal losses, reduced energy supplies, disrupted manufacturing,
resulted in significant declines in stock market prices and is expected to
result in an appreciable decline in Japans economic output in the near future.
As a result of the earthquake, the Fukushima Daiichi nuclear power plant in
northern Japan experienced substantial damage, causing the ongoing release of
radioactive materials. Efforts are being undertaken to mitigate the effects of
the release of radioactive materials but the extent of the ultimate damage is
unclear.
Investment in Asia Other Than Japan. The political history of some Asian countries has been characterized by political uncertainty, intervention by the military in civilian and economic spheres, and political corruption. Such developments, if they continue to occur, could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers and result in significant disruption in securities markets. The economies of many countries in the region are heavily dependent on international trade and are accordingly affected by protective trade barriers and the economic conditions of their trading partners, principally, the United States, Japan, China and the EU. The recent global economic crisis spread to the region, significantly lowering its exports and inflows of foreign investment, which are driving forces of its economic growth. In addition, the economic crisis also significantly affected consumer confidence and local stock markets. The economies of many countries in the region have recently shown signs of recovery from the crisis, but there can be no assurance that such recovery will be sustained.
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TIAA-CREF Funds § Statement of Additional Information |
B-19 |
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MUNICIPAL SECURITIES
The Tax-Exempt Bond Fund invests in municipal securities. The term municipal securities as used in the Prospectus and this SAI means debt obligations issued by, or on behalf of, state, territories and possessions of the United States and the District of Columbia and their political subdivisions, agencies and instrumentalities or multi-state agencies or authorities, the interest from which debt obligations is, in the opinion of the issuers counsel, excluded from gross income for federal income tax purposes
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B-20 |
Statement of Additional Information § TIAA-CREF Funds |
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Municipal
Insurance.
The Tax-Exempt Bond Fund may invest its
assets in municipal bonds whose principal and interest payments are guaranteed
by a private insurance company. Although these bonds have private insurance
guarantees, Advisors performs an independent analysis and review of the
underlying municipal obligor to determine the appropriateness of the investment
for the Fund. The credit crisis in 2008 adversely affected private financial
insurance companies that offer insurance guarantees on municipal bonds. This
insurance may be: (1) purchased by the bond issuer at the time of issuance; (2)
purchased by the Fund to guarantee specific bonds only while held by the Fund;
or (3) purchased by an investor after the bond has been issued to guarantee the
bond until its maturity date.
NATURAL RESOURCES INVESTMENTS
The Global Natural Resources Fund primarily invests in securities of issuers engaged in the ownership, development exploration, production, distribution or processing of natural resources, as well as in securities of companies that are suppliers to firms producing natural resources, in instruments with economic characteristics
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TIAA-CREF Funds § Statement of Additional Information |
B-21 |
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B-22 |
Statement of Additional Information § TIAA-CREF Funds |
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increased to
93% from 41% for the six-month period ended March 31, 2011. The increases in
portfolio turnover for these three funds reflected more liquid market
conditions that existed during the last quarter of 2010 and during the first
quarter of 2011, which allowed for increased opportunities to trade out of
certain positions and into others in an effort to seek greater relative value.
D ISCLOSURE OF PORTFOLIO HOLDINGS
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The ten largest holdings of any Fund and all holdings of any fund of funds may be disclosed to third parties ten days after the end of the calendar month. |
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Fund holdings in any particular security can be made available to stock exchanges, regulators or issuers, in each case subject to approval of Advisors Chief Compliance Officer or an attorney employed by Advisors holding the title of Managing Director and Associate General Counsel or above. |
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Fund portfolio holdings can be made available to rating and ranking organizations ( e.g. , Morningstar) subject to a writ- |
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ten confidentiality agreement between the recipient and Advisors that includes provisions restricting trading on the information provided. |
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Fund portfolio holdings can be made available to any other third party, as long as the recipient has a legitimate business need for the information and the disclosure of Fund portfolio holdings information to that third party is: |
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approved by an individual holding the title of Funds Treasurer, Chief Investment Officer, Executive Vice President or above; |
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approved by an individual holding the title of Managing Director and Associate General Counsel or above; and |
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subject to a written confidentiality agreement between the recipient and Advisors under which the third party agrees not to trade on the information provided. |
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as may be required by law or by the rules or regulations of the SEC or by the laws or regulations of a foreign jurisdiction in which the Funds invest. |
Currently,
the Funds have ongoing arrangements to disclose, in accordance with the time
restrictions and other provisions of the Funds portfolio holdings disclosure
policy, the portfolio holdings of the Funds to the following recipients:
Lipper, Inc., a Reuters Company; Morningstar, Inc.; Mellon Analytical
Solutions; S&P; The Thomson Corporation; Command Financial Press; the
Investment Company Institute (the ICI); R.R. Donnelley; Bloomberg L.P.; Data
Explorers Limited; eA Data Automation Services LLC; Markit on Demand; Objectiva
Software (d/b/a/ Nu:Pitch); and CoreOne Technologies. The Funds portfolio
holdings are also disclosed on TIAA-CREFs corporate website at
www.tiaa-cref.org. Each of these entities receives portfolio holdings
information on a monthly basis at least 10 days after the end of the most
recent calendar month. The ICI, however, generally receives this information
more quickly than the other entities listed above. No compensation was received
by the Funds, Advisors or their affiliates as part of these arrangements to
disclose portfolio holdings of the Funds.
In addition, occasionally the Trust and Advisors disclose to certain broker-dealers a Funds portfolio holdings, in whole or in part, in order to assist the portfolio managers when they are determining the Funds portfolio management and trading strategies. These disclosures are done in accordance with the Funds portfolio holdings disclosure policy and are covered by confidentiality agreements. Disclosures of portfolio holdings information will be made to the Funds independent registered public accounting firm in connection with the preparation of public filings. Disclosure of portfolio holdings information, including current portfolio holdings information, may be made to counsel to the Funds or counsel to the Funds independent trustees in connection with periodic meetings of the Board of Trustees and otherwise from time to time in connection with the Funds operations. Also, State Street Bank and Trust Company, as the Funds custodian, fund accounting agent and securities lending agent,
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TIAA-CREF Funds § Statement of Additional Information |
B-23 |
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THE BOARD OF TRUSTEES
The Trust is governed by its Board, which oversees the Trusts business and affairs. The Board delegates the day-to-day management of the Funds to Advisors and the officers of the Trust (see below).
Board Leadership Structure and Related Matters
The
Board is composed of ten trustees, all of whom are independent or
disinterested, which means that they are not interested persons of the Funds
as defined in Section 2(a)(19) of the 1940 Act (independent trustees). One of
the independent trustees, Howell E. Jackson, serves as the Chairman of the
Board. The Chairmans responsibilities include: coordinating with management in
the preparation of the agenda for each meeting of the Board; presiding at all
meetings of the Board; and serving as a liaison with other Trustees, the
Trusts officers and other management personnel, and counsel to the Independent
Trustees. The Chairman performs such other duties as the Board may from time to
time determine. The Principal Executive Officer of the Trust does not serve on
the Board.
The
Trust is part of the TIAA-CREF Fund Complex, which is composed of the 59 funds
within the Trust (including the TIAA-CREF Lifecycle Funds, TIAA-CREF Lifecycle
Index Funds and TIAA-CREF Lifestyle Funds), the 10 series of TCLF, the 8
Accounts within CREF and the single portfolio within VA-1. The same persons who
constitute the Board also constitute, and Prof. Jackson also serves as the
Chairman of, the respective boards of trustees of CREF and TCLF and the
Management Committee of VA-1.
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B-24 |
Statement of Additional Information § TIAA-CREF Funds |
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Qualifications of Trustees
Risk Oversight
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TIAA-CREF Funds § Statement of Additional Information |
B-25 |
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DISINTERESTED TRUSTEES
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Name, Address and
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Position(s)
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Term of Office
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Principal Occupation(s)
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Number of
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Other Directorships
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Forrest Berkley
|
|
Trustee |
|
Indefinite term. Trustee since 2006. |
|
Retired Partner (since 2006), Former Partner (19902005)
and Head of Global Product Management (20032005), GMO (formerly, Grantham,
Mayo, Van Otterloo & Co.) (investment management), and member of asset
allocation portfolio management team, GMO (20032005).
|
|
78 |
|
Director of GMO; Director, The Maine Coast Heritage Trust; Investment Committee Member, Maine Community Foundation, and the Elmina B. Sewall Foundation. Former Director and member of the Investment Committee of the Boston Athenaeum; Former Director of Appalachian Mountain Club. |
Nancy A. Eckl
|
|
Trustee |
|
Indefinite term. Trustee since 2007. |
|
Former Vice President (19902006), American Beacon
Advisors, Inc. and of certain funds advised by American Beacon Advisors, Inc.
|
|
78 |
|
Independent Director, The Lazard Funds, Inc., Lazard Retirement Series, Inc., Lazard Global Total Return and Income Fund, Inc. and Lazard World Dividend & Income Fund, Inc.; Independent Member of the Boards of Lazard Alternative Strategies Fund, LLC; and Lazard Alternative Strategies 1099 Fund. |
Michael A. Forrester
|
|
Trustee |
|
Indefinite term. Trustee since 2007. |
|
Chief Operating Officer, Copper Rock Capital Partners, LLC
(since 2007). Chief Operating Officer, DDJ Capital Management (20032006).
|
|
78 |
|
Director, Copper Rock Capital Partners, LLC (investment adviser). |
Howell E. Jackson
|
|
Trustee and Chairman of the Board |
|
Indefinite term. Chairman for term ending December 31, 2015. Trustee since 2005. Chairman since January 1, 2013. |
|
James S. Reid, Jr. Professor of Law (since 2004), Senior
Advisor to President and Provost (20102012), Acting Dean (2009), Vice Dean
for Budget (20032006), and on the faculty (since 1989) of Harvard Law
School.
|
|
78 |
|
Director, D2D Fund. |
Nancy L. Jacob
|
|
Trustee |
|
Indefinite term. Trustee since 1999. |
|
Former President and Founder (20062012) of NLJ Advisors,
Inc. (investment adviser). Former President and Managing Principal,
Windermere Investment Associates (19972006).
|
|
78 |
|
None |
Thomas J. Kenny
|
|
Trustee |
|
Indefinite term. Trustee since December 2011. |
|
Former Partner (20042010) and Managing Director
(19992010), Goldman Sachs Asset Management.
|
|
78 |
|
Director, Sansum Clinic; Investment committee member, College of Mount Saint Vincent, Cottage Health System; Member, United States Olympics Paralympics Advisory Committee; University of California at Santa Barbara Arts and Lectures Advisory Council; Trustee and Treasurer, Crane County Day School. |
|
|
B-26 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
|
|
|
|
|
|
|
|
|
DISINTERESTED TRUSTEES (continued) |
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
Name, Address and
|
|
Position(s)
|
|
Term of Office
|
|
Principal Occupation(s)
|
|
Number of
|
|
Other Directorships
|
Bridget A. Macaskill
|
|
Trustee |
|
Indefinite term. Trustee since 2003. |
|
Chief Executive Officer (since 2010), President (since
2009) and Chief Operating Officer (20092010) of First Eagle Investment
Management, LLC. Former Principal, BAM Consulting, LLC (20032009). Former
Independent Consultant for Merrill Lynch (20032009).
|
|
78 |
|
Director, Arnhold and S. Bleichroeder Holdings; First Eagle Investment Management, LLC; American Legacy Foundation (Investment Committee); University of Edinburgh (Campaign Board); and the North Shore Land Alliance. Former Director, Prudential plc; J. Sainsbury plc; British-American Business Council; Scottish and Newcastle plc (brewer); Governors Committee on Scholastic Achievement; William T. Grant Foundation; and Federal National Mortgage Association (Fannie Mae). |
James M. Poterba
|
|
Trustee |
|
Indefinite term. Trustee since 2006. |
|
President and Chief Executive Officer, National Bureau of
Economic Research (NBER) (since 2008); Mitsui Professor of Economics,
Massachusetts Institute of Technology (MIT) (since 1996), Former Head
(20062008) and Associate Head (19942000 and 20012006), Economics
Department of MIT; and Former Program Director, NBER (19902008).
|
|
78 |
|
Director, The Alfred P. Sloan Foundation and National Bureau of Economic Research; Member, Congressional Budget Office Panel of Economic Advisers. Former Director, The Jeffrey Company and the Jeflion Company (unregistered investment companies). |
Maceo K. Sloan
|
|
Trustee |
|
Indefinite term. Trustee since 1999. |
|
Chairman, President and Chief Executive Officer, Sloan
Financial Group, Inc. (since 1991); Chairman, Chief Executive Officer and
Chief Investment Officer, NCM Capital Management Group, Inc. (since 1991);
Chairman, Chief Executive Officer and Chief Investment Officer, NCM Capital
Advisers, Inc. (since 2003). Former Chairman, President and Principal
Executive Officer, NCM Capital Investment Trust (20072012).
|
|
78 |
|
Director, SCANA Corporation (energy holding company); Member, Duke Childrens Hospital and Health Center National Board of Advisors. Former Director, M&F Bancorp, Inc. and NCM Capital Investment Trust. |
Laura T. Starks
|
|
Trustee |
|
Indefinite term. Trustee since 2006. |
|
Associate Dean for Research (since 2011), McCombs School
of Business, University of Texas at Austin (McCombs), and Director, AIM
Investment Center at McCombs (since 2000). The Charles E. and Sarah M. Seay
Regents Chair in Finance (since 2002); Professor, University of Texas at
Austin (since 1987). Former Chairman, Department of Finance, University of
Texas at Austin (20022011).
|
|
78 |
|
Member of the Board of Governors of the Investment Company Institute, the Governing Council of Independent Directors Council (an association for mutual fund directors), and Investment Advisory Committee, Employees Retirement System of Texas. Former Director/Trustee, USAA Mutual Funds. |
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-27 |
OFFICERS
The table below includes certain information about the officers of the Trust, including positions held with the Trust, length of office and time served, and principal occupations in the last five years.
|
|
|
|
|
|
|
Name, Address and
|
|
Position(s)
|
|
Term of Office
|
|
Principal Occupation(s) During Past 5 Years |
Brandon Becker
|
|
Executive Vice President and Chief Legal Officer |
|
One-year term. Executive Vice President and Chief Legal Officer since 2009. |
|
Executive Vice President and Chief Legal Officer of Teachers Insurance and Annuity Association of America (TIAA), and College Retirement Equities Fund (CREF), TIAA Separate Account VA-1, TIAA-CREF Funds and TIAA-CREF Life Funds (collectively, the TIAA-CREF Fund Complex) (since 2009). Former Partner, Wilmer Cutler Pickering Hale & Dorr LLP (19962009). |
Richard S. Biegen
|
|
Chief Compliance Officer |
|
One-year term. Vice President and Chief Compliance Officer since 2008. |
|
Chief Compliance Officer of the TIAA-CREF Fund Complex and TIAA Separate Account VA-3 (since 2008). Vice President, Senior Compliance Officer (2008-2011) and Managing Director, Senior Compliance Officer (since 2011) of Asset Management Compliance of TIAA. Chief Compliance Officer of TIAA-CREF Investment Management, LLC (Investment Management) (since 2008). Former Chief Compliance Officer (2008),Vice President, Senior Compliance Officer (20082011), and Managing Director, Senior Compliance Officer (since 2011) of Teachers Advisors, Inc. (Advisors). Managing Director and Senior Compliance Officer of TIAA-CREF Alternatives Advisors, LLC, (TCAA) (since 2011). Managing Director and Senior Compliance Officer of TIAA-CREF Alternatives Services, LLC (TCAS) (since 2011). Interim Chief Compliance Officer for TIAA-CREF Life Insurance Separate Accounts VA-1, VLI-1 and VLI-2 (since 2012). Former Managing Director/Director of Global Compliance, AIG Investments (20002008). |
Roger W. Ferguson, Jr.
|
|
Principal Executive Officer and President |
|
One-year term. Principal Executive Officer and President since 2012. |
|
Principal Executive Officer and President of the TIAA-CREF Funds and TIAA-CREF Life Funds (since 2012). President and Chief Executive Officer of TIAA (since 2008). President and Chief Executive Officer of CREF and TIAA Separate Account VA-1 (since 2008). Director of Covariance Capital Management, Inc. (Covariance) (since 2010). Chairman, Head of Financial Services and Member of the Executive Committee of Swiss Re America Holding Corporation (20062008). Former Vice Chairman and Member of the Board of Governors of the United States Federal Reserve System (19972006). |
Phillip G. Goff
|
|
Principal Financial Officer, Principal Accounting Officer and Treasurer |
|
One-year term. Principal Financial Officer, Principal Accounting Officer and Treasurer since 2007. |
|
Treasurer of CREF (since 2008); Principal Financial Officer, Principal Accounting Officer and Treasurer of the TIAA-CREF Funds and TIAA-CREF Life Funds (since 2007) and Chief Financial Officer and Principal Accounting Officer (since 2009) and Treasurer (since 2008) of TIAA Separate Account VA-1. Senior Vice President (since 2010) and Funds Treasurer (since 2006) of TIAA. Director of Advisors (since 2008). Director of TIAA-CREF Asset Management (TCAM) (since 2011). Senior Vice President (since 2010) and Funds Treasurer (since 2007) of Advisors and Investment Management. Assistant Treasurer of T-C Life (since 2012). Director of TIAA-CREF Trust Company, FSB (Trust) (since 2008). Director, Senior Vice President and Funds Treasurer of TCAA (since 2011). Director, Senior Vice President and Funds Treasurer of TCAS (since 2011). Former Chief Financial Officer, Van Kampen Funds (2005-2006). |
Stephen Gruppo
|
|
Executive Vice President |
|
One-year term. Executive Vice President since 2009. |
|
Executive Vice President, Head of Risk Management of TIAA and Executive Vice President of the TIAA-CREF Fund Complex (since 2009). Executive Vice President, Risk Management (since 2009), Senior Managing Director of Advisors and Investment Management (20062009) and Head of Credit Risk Management of Advisors and Investment Management (20052006). Former Senior Managing Director, Acting Head of Risk Management of TIAA and Senior Managing Director of the TIAA-CREF Fund Complex (20082009). Executive Vice President, Risk Management of TCAS (since 2011). Former Senior Managing Director, Chief Credit Risk Officer (20042008) of TIAA. Former Director of T-C Life (20062008). Former Director of TPIS, Advisors and Investment Management (2008). |
Ronald R. Pressman
|
|
Executive Vice President |
|
One-year term. Executive Vice President since 2012. |
|
Executive Vice President and Chief Operating Officer (since 2012) of TIAA, and Executive Vice President of the TIAA-CREF Funds Complex (since 2012). Director, Covariance (since 2012). Director, TC Life (since 2012). Director, Kaspick & Company, LLP (Kaspick) (since 2012). Manager, Redwood, LLC (Redwood) (since 2012). Former President and Chief Executive Officer of General Electric Capital Real Estate (20072011). |
Phillip T. Rollock
|
|
Senior Vice President and Corporate Secretary |
|
One-year term. Senior Vice President and Corporate Secretary since 2012. |
|
Senior Vice President and Corporate Secretary of TIAA and the TIAA-CREF Fund Complex (since 2012). Former Managing Director, Retirement and Individual Financial Services (20122012) and Vice President, Product Development and Management, Institutional Client Services (20062010) of TIAA. |
Otha T. Spriggs, III
|
|
Executive Vice President |
|
One-year term. Executive Vice President since 2012. |
|
Executive Vice President and Chief Human Resources Officer (since 2012) of TIAA and Executive Vice President of the TIAA-CREF Fund Complex (since 2012). Former Senior Vice President of Human Resources Boston Scientific (20102012); President of Integrated People Solutions (20092010); Senior Vice President, Human Resources and various human resources leadership roles, CIGNA Corp. (20012009). |
|
|
B-28 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
|
|
|
|
|
OFFICERS (continued) |
||||||
|
|
|
|
|
|
|
|
||||||
Name, Address and
|
|
Position(s)
|
|
Term of Office
|
|
Principal Occupation(s) During Past 5 Years |
Edward D. Van Dolsen
|
|
Executive Vice President |
|
One-year term. Executive Vice President since 2006. |
|
Executive Vice President, President of Retirement and Individual Services (since 2011) of TIAA, and Executive Vice President (since 2008) of the TIAA-CREF Fund Complex. Former Chief Operating Officer (20102011), Executive Vice President, Product Development and Management (20092010), Executive Vice President, Institutional Client Services (20062009), Executive Vice President, Product Management (20052006), and Senior Vice President, Pension Products (20032005) of TIAA. Director of Covariance (since 2010). Director (since 2007), Chairman and President (since 2012) of TCT Holdings, Inc. Former Director (20072011) and Former Executive Vice President (20082010) of TCAM. Manager (since 2006), Former President and CEO (20062010) of Redwood. Former Director of Tuition Financing (20082009) and Former Executive Vice President of T-C Life (20092010). |
Constance K. Weaver
|
|
Executive Vice President |
|
One-year term. Executive Vice President since 2010. |
|
Executive Vice President, Chief Marketing Officer of TIAA and Executive Vice President of the TIAA-CREF Fund Complex (since 2010); Former Chief Communications Officer of TIAA (20102011). Former Senior Vice President, The Hartford Financial Services Group, Inc. (20082010). Former Executive Vice President and Chief Marketing Officer, BearingPoint (20052008). |
The following chart includes information relating to equity securities that are beneficially owned by the trustees of the Trust in the Funds and in the same family of investment companies as the Funds, as of December 31, 2012. At that time, the Funds family of investment companies included the Funds and all of the other then-existing series of the Trust, CREF, TCLF and VA-1, each a registered investment company.
DISINTERESTED TRUSTEES
|
|
|
|
|
Name of Trustee |
|
Dollar Range of Equity Securities in the Funds |
|
Aggregate Dollar Range of Equity
Securities in All Registered Investment
|
Forrest Berkley |
|
Over $100,000 (Large-Cap Growth Index) |
|
Over $100,000 |
|
|
Over $100,000 (International Equity) |
|
|
|
|
Over $100,000 (International Equity Index) |
|
|
Nancy A. Eckl |
|
$10,00150,000 (Emerging Markets Equity Index) |
|
Over $100,000 |
|
|
$10,00150,000 (Small-Cap Blend Index) |
|
|
|
|
$50,001100,000 (Growth & Income) |
|
|
|
|
$10,00150,000 (Large-Cap Value) |
|
|
|
|
$110,000 (Large-Cap Growth) |
|
|
|
|
$10,00150,000 (Social Choice Equity) |
|
|
|
|
$10,00150,000 (High-Yield) |
|
|
Michael A. Forrester |
|
$10,00150,000 (S&P 500 Index) |
|
Over $100,000 |
Howell E. Jackson |
|
Over $100,000 (International Equity Index) |
|
Over $100,000 |
|
|
$110,000 (Emerging Markets Equity) |
|
|
Nancy L. Jacob |
|
$50,001100,000 (Emerging Markets Equity) |
|
Over $100,000 |
|
|
$10,00150,000 (Mid-Cap Value) |
|
|
|
|
$50,001100,000 (Growth & Income) |
|
|
|
|
$50,001100,000 (Mid-Cap Growth) |
|
|
|
|
Over $100,000 (Real Estate Securities) |
|
|
|
|
$10,00150,000 (Small-Cap Equity) |
|
|
|
|
$10,00150,000 (Large-Cap Value) |
|
|
|
|
$50,001100,000 (Bond Plus) |
|
|
|
|
$10,00150,000 (High-Yield) |
|
|
Thomas J. Kenny |
|
$50,001100,000 (International Equity Index) |
|
Over $100,000 |
|
|
$10,00150,000 (Emerging Markets Equity Index) |
|
|
|
|
$10,00150,000 (Large-Cap Value Index) |
|
|
|
|
$50,001100,000 (Mid-Cap Value) |
|
|
|
|
$10,00150,000 (Small Cap Blend Index) |
|
|
|
|
$10,00150,000 (Social Choice Equity) |
|
|
|
|
$10,00150,000 (Large-Cap Value) |
|
|
|
|
$10,00150,000 (Real Estate Securities) |
|
|
|
|
$50,001100,000 (Bond Index) |
|
|
|
|
$10,00150,000 (Bond) |
|
|
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-29 |
DISINTERESTED TRUSTEES (continued)
|
|
|
|
|
Name of Trustee |
|
Dollar Range of Equity Securities in the Funds |
|
Aggregate Dollar Range of Equity
Securities in All Registered Investment
|
Bridget Macaskill |
|
$50,001100,000 (Growth & Income) |
|
Over $100,000 |
|
|
$50,001100,000 (International Equity Index) |
|
|
|
|
$50,001100,000 (Large-Cap Value) |
|
|
|
|
$50,001100,000 (Mid-Cap Growth) |
|
|
|
|
Over $100,000 (Mid-Cap Value) |
|
|
|
|
$50,001100,000 (Small-Cap Equity) |
|
|
|
|
$10,00150,000 (Large-Cap Growth) |
|
|
|
|
$50,001100,000 (High-Yield) |
|
|
|
|
$10,00150,000 (Real Estate Securities) |
|
|
James M. Poterba |
|
$0 |
|
Over $100,000 |
Maceo K. Sloan |
|
Over $100,000 (S&P 500 Index) |
|
Over $100,000 |
|
|
$50,001100,000 (Growth & Income) |
|
|
|
|
Over $100,000 (International Equity Index) |
|
|
|
|
Over $100,000 (Large-Cap Value) |
|
|
|
|
Over $100,000 (Mid-Cap Growth) |
|
|
|
|
Over $100,000 (Mid-Cap Value) |
|
|
|
|
Over $100,000 (Real Estate Securities) |
|
|
|
|
Over $100,000 (Small-Cap Equity) |
|
|
|
|
Over $100,000 (Large-Cap Growth) |
|
|
Laura T. Starks |
|
$10,00150,000 (Large-Cap Growth Index) |
|
Over $100,000 |
|
|
$110,000 (Large-Cap Value Index) |
|
|
|
|
$110,000 (Small-Cap Blend Index) |
|
|
|
|
$10,00150,000 (S&P 500 Index) |
|
|
|
|
$50,001100,000 (International Equity Index) |
|
|
|
|
$50,001100,000 (Emerging Markets Equity) |
|
|
|
|
$50,001100,000 (Growth & Income) |
|
|
|
|
$50,001100,000 (Social Choice Equity) |
|
|
|
|
$50,001100,000 (Large-Cap Value) |
|
|
|
|
$50,001100,000 (Mid-Cap Growth) |
|
|
|
|
Over $100,000 (Mid-Cap Value) |
|
|
|
|
Over $100,000 (Small-Cap Equity) |
|
|
|
|
$50,001100,000 (Large-Cap Growth) |
|
|
|
|
$10,00150,000 (High-Yield) |
|
|
|
|
* |
As of December 31, 2012, no Trustee could own any shares of the International Opportunities Fund because, it was not yet operational. |
TRUSTEE AND OFFICER COMPENSATION
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended 10/31/12 |
|
|
|
|
|
|
|
|
|
|
Name of Trustee |
|
Aggregate Compensation
|
Pension or Retirement Benefits
|
Total Compensation
|
||||||
Forrest Berkley *** |
|
$ |
53,407.28 |
|
$ |
13,812.23 |
|
$ |
290,000.00 |
|
Nancy A. Eckl |
|
$ |
56,074.20 |
|
$ |
13,812.23 |
|
$ |
305,000.00 |
|
Michael A. Forrester |
|
$ |
53,407.28 |
|
$ |
13,812.23 |
|
$ |
290,000.00 |
|
Howell E. Jackson |
|
$ |
56,074.20 |
|
$ |
13,812.23 |
|
$ |
305,000.00 |
|
Nancy L. Jacob *** |
|
$ |
57,090.54 |
|
$ |
13,812.23 |
|
$ |
310,000.00 |
|
Thomas J. Kenny *** |
|
$ |
52,314.77 |
|
$ |
13,812.23 |
|
$ |
287,013.89 |
|
Bridget Macaskill |
|
$ |
55,366.23 |
|
$ |
13,812.23 |
|
$ |
301,250.00 |
|
James M. Poterba *** |
|
$ |
58,836.65 |
|
$ |
13,812.23 |
|
$ |
320,000.00 |
|
Maceo K. Sloan *** |
|
$ |
67,219.51 |
|
$ |
13,812.23 |
|
$ |
365,000.00 |
|
Laura T. Starks *** |
|
$ |
53,407.28 |
|
$ |
13,812.23 |
|
$ |
290,000.00 |
|
Total: |
|
$ |
563,197.94 |
|
$ |
138,915.37 |
|
$ |
3,063,263.89 |
|
|
|
|
Compensation figures include cash and amounts deferred under both the long-term compensation plan and optional deferral compensation plan described below. |
** |
Amounts deferred under the long-term compensation plan described below. Messrs. Berkley, Kenny and Sloan, Prof. Poterba and Drs. Jacob and Starks elected to defer receipt of a portion of this compensation in accordance with the provisions of such plan. |
*** |
A portion of this compensation was not actually paid based on the prior election of the trustee to defer receipt of payment in accordance with the provisions of a deferred compensation plan for non-officer trustees described below. For the fiscal year ended October 31, 2012, Mr. Berkley elected to defer $208,750.00, Dr. Jacob elected to defer $22,875.00, Mr. Kenny elected to defer $158,055.56, Prof. Poterba elected to defer $172,000.00, Mr. Sloan elected to defer $277,500.00, and Dr. Starks elected to defer $208,750.00 of total compensation from the TIAA-CREF Fund Complex. |
|
|
B-30 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended 3/31/12 |
|
|
|
|
|
|
|
|
|
|
Name of Trustee |
|
Aggregate Compensation
|
Pension or Retirement Benefits
|
Total Compensation
|
||||||
Forrest Berkley *** |
|
$ |
40,847.18 |
|
$ |
11,512.45 |
|
$ |
266,250.00 |
|
Nancy A. Eckl |
|
$ |
44,303.98 |
|
$ |
11,542.45 |
|
$ |
288,750.00 |
|
Michael A. Forrester |
|
$ |
40,847.18 |
|
$ |
11,542.45 |
|
$ |
266,250.00 |
|
Howell E. Jackson |
|
$ |
44,303.98 |
|
$ |
11,542,45 |
|
$ |
288,750.00 |
|
Nancy L. Jacob *** |
|
$ |
44,699.01 |
|
$ |
11,542.45 |
|
$ |
291,250.00 |
|
Thomas J. Kenny*** |
|
$ |
12,869.17 |
|
$ |
3,648.20 |
|
$ |
84,513.89 |
|
Bridget Macaskill |
|
$ |
43,326.68 |
|
$ |
11,512.45 |
|
$ |
282,500.00 |
|
James M. Poterba *** |
|
$ |
46,606.47 |
|
$ |
11,512.45 |
|
$ |
303,750.00 |
|
Maceo K. Sloan *** |
|
$ |
50,255.69 |
|
$ |
11,512.55 |
|
$ |
327,500.00 |
|
Laura T. Starks *** |
|
$ |
41,629.02 |
|
$ |
11,512.45 |
|
$ |
271,250.00 |
|
Total: |
|
$ |
409,688.37 |
|
$ |
107,260.24 |
|
$ |
2,670,763.89 |
|
|
|
|
Compensation figures include cash and amounts deferred under both the long-term compensation plan and option deferral compensation plan described below. |
** |
Amounts deferred under the long-term compensation plan described below. Messrs. Berkley, Kenny and Sloan, Prof. Poterba and Drs. Jacob and Starks elected to defer receipt of a portion of this compensation in accordance with the provisions of such plan. |
*** |
A portion of this compensation was not actually paid based on the prior election of the trustee to defer receipt of payment in accordance with the provisions of a deferred compensation plan for non-officer trustees described below. For the fiscal year ended March 31, 2012, Mr. Berkley elected to defer $191,250.00, Mr. Kenny elected to defer $60,555.56, Prof. Poterba elected to defer $118,000.00. Mr. Sloan elected to defer $252,500.00, Dr. Jacob elected to defer $21,625.00 and Dr. Starks elected to deter $196,250.00 of total compensation from the TIAA-CREF Fund Complex. |
trustee. The compensation table above does not reflect any payments under the long-term compensation plan.
BOARD COMMITTEES
The Board of Trustees has appointed the following standing committees, each with specific responsibilities for aspects of the Trusts operations:
|
|
(1) |
An Audit and Compliance Committee, consisting solely of independent trustees, which assists the Board in fulfilling its oversight responsibilities relating to financial reporting, internal controls over financial reporting and certain compliance matters. The Audit and Compliance Committee is charged with approving and/or recommending for Board approval the appointment, compensation and retention (or termination) of the Funds independent registered public accounting firm. During the fiscal year ended March 31, 2012, the Audit and Compliance Committee held eight meetings. During the fiscal year ended October 31, 2012, the Audit and Compliance Committee held six meetings. The current members of the Audit and Compliance Committee are Ms. Eckl (chair), Mr. Berkley, Prof. Poterba and Mr. Sloan. Ms. Eckl has been designated as an audit committee financial expert as defined by the rules of the SEC. |
(2) |
An Investment Committee, consisting solely of independent trustees, which assists the Board in fulfilling its oversight responsibilities for the Trusts investments. During the fiscal |
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-31 |
|
|
|
year ended March 31, 2012, the Investment Committee held five meetings. During the fiscal year ended October 31, 2012, the Investment Committee held six meetings. The current members of the Investment Committee are Mr. Berkley (chair), Ms. Eckl, Dr. Jacob, Mr. Kenny, Ms. Macaskill, Prof. Poterba and Mr. Sloan. |
(3) |
A Corporate Governance and Social Responsibility Committee, consisting solely of independent trustees, which assists the Board in fulfilling its oversight responsibilities for corporate social responsibility and corporate governance issues, including the voting of proxies of portfolio companies of the Trust. During the fiscal year ended March 31, 2012, the Corporate Governance and Social Responsibility Committee held five meetings. During the fiscal year ended October 31, 2012, the Corporate Governance and Social Responsibility Committee held five meetings. The current members of the Corporate Governance and Social Responsibility Committee are Prof. Poterba (chair), Mr. Forrester, Prof. Jackson and Dr. Starks. |
(4) |
An Executive Committee, consisting solely of independent trustees, which generally is vested with full board powers between Board meetings on matters that arise between Board meetings. During the fiscal years ended March 31, 2012 and October 31, 2012, the Executive Committee held no meetings. The current members of the Executive Committee are Prof. Jackson (chair), Ms. Eckl, Ms. Macaskill and Mr. Sloan. |
(5) |
A Nominating and Governance Committee, consisting solely of independent trustees, which assists the Board in addressing internal governance matters of the Trust, including nominating certain Trust officers and the members of the standing committees of the Board, recommending candidates for election as trustees, reviewing the qualification and independence of trustees, conducting evaluations of the trustees and of the Board and its committees and reviewing proposed changes to the Trusts governing documents. During the fiscal year ended March 31, 2012, the Nominating and Governance Committee held nine meetings. During the fiscal year ended October 31, 2012, the Nominating and Governance Committee held seven meetings. The current members of the Nominating and Governance Committee are Dr. Jacob (chair), Mr. Forrester, Prof. Jackson, Ms. Macaskill, Mr. Sloan and Dr. Starks. |
(6) |
An Operations Committee, consisting solely of independent trustees, which assists the Board in fulfilling its oversight responsibilities for operational matters of the Trust, including oversight of contracts with third-party service providers and certain legal, compliance, finance, sales and marketing matters. During the fiscal year ended March 31, 2012, the Operations Committee held six meetings. During the fiscal year ended October 31, 2012, the Operations Committee held eight meetings. The current members of the Operations Committee are Ms. Macaskill (chair), Mr. Forrester, Prof. Jackson, Dr. Jacob, Mr. Kenny, and Dr. Starks. |
A
record of all proxy votes cast for the Funds for the twelve-month period ended
June 30 can be obtained, free of charge, at www.tiaa-cref.org, and on the SECs
website at www.sec.gov.
|
|
B-32 |
Statement of Additional Information § TIAA-CREF Funds |
P RINCIPAL HOLDERS OF SECURITIES
As of March 13, 2013, the
following investors were known to hold beneficially or of record 5% or more of
the outstanding shares of any class of a Fund:
|
|
|
|
|
|
|
|
|
Fund/Class |
|
|
Percentage
|
|
|
Shares |
|
|
Emerging Markets Equity FundInstitutional Class |
|
|
|
|
|
|
|
|
TIAA-CREF Lifecycle Fund 2015 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop: 730/06/03 |
|
|
|
|
|
|
|
|
730 Third Avenue |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
7.61 |
% |
|
4,567,191.448 |
|
|
TIAA-CREF Lifecycle Fund 2020 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
11.14 |
% |
|
6,682,611.947 |
|
|
TIAA-CREF Lifecycle Fund 2025 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
12.08 |
% |
|
7,247,036.969 |
|
|
TIAA-CREF Lifecycle Fund 2030 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
12.70 |
% |
|
7,619,934.423 |
|
|
TIAA-CREF Lifecycle Fund 2035 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
13.95 |
% |
|
8,370,367.125 |
|
|
TIAA-CREF Lifecycle Fund 2040 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
19.78 |
% |
|
11,864,317.561 |
|
|
Emerging Markets Equity FundPremier Class |
|
|
|
|
|
|
|
|
Teachers Insurance & Annuity Assoc |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/06/03 |
|
|
|
|
|
|
|
|
730 Third Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
37.71 |
% |
|
101,647.791 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
59.25 |
% |
|
159,688.614 |
|
|
Emerging Markets Equity FundRetail Class |
|
|
|
|
|
|
|
|
Pershing LLC |
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
11.35 |
% |
|
63,801.494 |
|
|
Teachers Insurance & Annuity Assoc |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/06/03 |
|
|
|
|
|
|
|
|
730 Third Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
18.02 |
% |
|
101,247.192 |
|
|
Emerging Markets Equity FundRetirement Class |
|
|
|
|
|
|
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
5.90 |
% |
|
85,309.165 |
|
|
Teachers Insurance & Annuity Assoc |
|
|
|
|
|
|
|
|
ATTN: Janice Carnicelli |
|
|
|
|
|
|
|
|
MAIL STOP 730/06/03 |
|
|
|
|
|
|
|
|
730 Third Ave |
|
|
|
|
|
|
|
|
New York, NY 10017-3206 |
|
|
7.02 |
% |
|
101,617.529 |
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
|
|
Percentage
|
|
|
Shares |
|
|
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust For IRA Clients |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
84.21 |
% |
|
1,218,541.223 |
|
|
Emerging Markets Equity Index FundInstitutional Class |
|
|
|
|
||||
SSB&T Cust/FBO PATH COLLEGE #1418 |
|
|
|
|
|
|
|
|
Managed Allocation 9-10 |
|
|
|
|
|
|
|
|
c/o TFI J Delgrande/D Medina-Sustache |
|
|
|
|
|
|
|
|
730 3rd Ave MSC 730/16/03 |
|
|
|
|
|
|
|
|
New York, NY 10017-3206 |
|
|
5.52 |
% |
|
2,666,379.231 |
|
|
SSB&T Co Cust/FBO MESP #1933 |
|
|
|
|
|
|
|
|
International Equity Index Port |
|
|
|
|
|
|
|
|
c/o TFI J Delgrande/D Medina-Sustache |
|
|
|
|
|
|
|
|
730 3rd Ave MSC 730/16/03 |
|
|
|
|
|
|
|
|
New York, NY 10017-3206 |
|
|
6.81 |
% |
|
3,290,314.999 |
|
|
SSB&T Co Cust/FBO MESP #2338 |
|
|
|
|
|
|
|
|
Moderate Age-Based 9-10 |
|
|
|
|
|
|
|
|
c/o TFI J Delgrande/D Medina-Sustache |
|
|
|
|
|
|
|
|
730 3rd Ave MSC 730/16/03 |
|
|
|
|
|
|
|
|
New York, NY 10017-3206 |
|
|
16.48 |
% |
|
7,963,223.673 |
|
|
Pershing LLC |
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
18.11 |
% |
|
8,752,773.708 |
|
|
Tuition Financing Inc. CUST FBO |
|
|
|
|
|
|
|
|
Scholarshare College Savings Plan |
|
|
|
|
|
|
|
|
Passive Moderate Growth Portfolio |
|
|
|
|
|
|
|
|
Joe Delgrande & D Medina-Sustache |
|
|
|
|
|
|
|
|
Mail Stop 730/16/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York, NY 10017-3206 |
|
|
20.25 |
% |
|
9,782,339.637 |
|
|
Emerging Markets Equity Index FundPremier Class |
|
|
|
|
||||
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
100.00 |
% |
|
299,964.732 |
|
|
Emerging Markets Equity Index FundRetail Class |
|
|
|
|
||||
Pershing LLC |
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
8.79 |
% |
|
56,403.743 |
|
|
Emerging Markets Equity Index FundRetirement Class |
|
|
|
|
||||
JPMorgan Custodian TIAA-CREF Trust |
|
|
|
|
|
|
|
|
CO Non ERISA TDA c/o JPMorgan Chase Bank |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team TIAA |
|
|
|
|
|
|
|
|
4 New York Plz Fl 12 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
5.90 |
% |
|
173,472.434 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
21.73 |
% |
|
639,476.981 |
|
|
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust For IRA Clients |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
71.44 |
% |
|
2,101,912.564 |
|
|
Enhanced International Equity Index FundInstitutional Class |
|
|
|
|
||||
TIAA-CREF Lifecycle Fund 2045 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
5.22 |
% |
|
5,626,316.984 |
|
|
TIAA-CREF Lifecycle Fund 2015 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop: 730/06/03 |
|
|
|
|
|
|
|
|
730 3rd Avenue |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
7.53 |
% |
|
8,117,098.294 |
|
|
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-33 |
|
|
|
|
|
|
|
|
|
|
Fund/Class |
|
|
Percentage
|
|
|
Shares |
|
|
TIAA-CREF Lifecycle Fund 2020 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
11.36 |
% |
|
12,246,668.954 |
|
|
TIAA-CREF Lifecycle Fund 2025 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
12.60 |
% |
|
13,588,823.124 |
|
|
TIAA-CREF Lifecycle Fund 2030 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
13.50 |
% |
|
14,561,220.994 |
|
|
TIAA-CREF Lifecycle Fund 2035 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
15.07 |
% |
|
16,249,876.165 |
|
|
TIAA-CREF Lifecycle Fund 2040 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/41 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
21.50 |
% |
|
23,181,586.583 |
|
|
Enhanced Large-Cap Growth Index FundInstitutional Class |
|
|
||||||
TIAA-CREF Lifecycle Fund 2045 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
5.11 |
% |
|
6,043,035.178 |
|
|
TIAA-CREF Lifecycle Fund 2015 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop: 730/06/03 |
|
|
|
|
|
|
|
|
730 3rd Avenue |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
7.59 |
% |
|
8,968,692.629 |
|
|
TIAA-CREF Lifecycle Fund 2020 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop: 730/06/03 |
|
|
|
|
|
|
|
|
730 3rd Avenue |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
11.34 |
% |
|
13,404,586.682 |
|
|
TIAA-CREF Lifecycle Fund 2025 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop: 730/06/03 |
|
|
|
|
|
|
|
|
730 3rd Avenue |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
12.50 |
% |
|
14,771,957.214 |
|
|
TIAA-CREF Lifecycle Fund 2030 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop: 730/06/03 |
|
|
|
|
|
|
|
|
730 3rd Avenue |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
13.32 |
% |
|
15,741,894.328 |
|
|
TIAA-CREF Lifecycle Fund 2035 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop: 730/06/03 |
|
|
|
|
|
|
|
|
730 3rd Avenue |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
14.80 |
% |
|
17,486,112.544 |
|
|
TIAA-CREF Lifecycle Fund 2040 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop: 730/06/03 |
|
|
|
|
|
|
|
|
730 3rd Avenue |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
21.06 |
% |
|
24,892,261.540 |
|
|
Enhanced Large-Cap Value Index FundInstitutional Class |
|
|
||||||
TIAA-CREF Lifecycle Fund 2045 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop: 730/06/03 |
|
|
|
|
|
|
|
|
730 3rd Avenue |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
5.16 |
% |
|
6,993,067.108 |
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
|
|
Percentage
|
|
|
Shares |
|
|
TIAA-CREF Lifecycle Fund 2015 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop: 730/06/03 |
|
|
|
|
|
|
|
|
730 3rd Avenue |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
7.67 |
% |
|
10,390,976.450 |
|
|
TIAA-CREF Lifecycle Fund 2020 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop: 730/06/03 |
|
|
|
|
|
|
|
|
730 3rd Avenue |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
11.46 |
% |
|
15,524,621.546 |
|
|
TIAA-CREF Lifecycle Fund 2025 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop: 730/06/03 |
|
|
|
|
|
|
|
|
730 Third Avenue |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
12.63 |
% |
|
17,104,367.294 |
|
|
TIAA-CREF Lifecycle Fund 2030 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop: 730/06/03 |
|
|
|
|
|
|
|
|
730 3rd Avenue |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
13.46 |
% |
|
18,221,913.530 |
|
|
TIAA-CREF Lifecycle Fund 2035 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop: 730/06/03 |
|
|
|
|
|
|
|
|
730 3rd Avenue |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
14.95 |
% |
|
20,242,502.240 |
|
|
TIAA-CREF Lifecycle Fund 2040 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop: 730/06/03 |
|
|
|
|
|
|
|
|
730 3rd Avenue |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
21.28 |
% |
|
28,818,578.188 |
|
|
Equity Index FundInstitutional Class |
|
|
||||||
SSB&T Co Cust/FBO CHET#2279 |
|
|
|
|
|
|
|
|
Global Equity Index Option |
|
|
|
|
|
|
|
|
C/O TFI J DelGrande/D Medina-Sustache |
|
|
|
|
|
|
|
|
730 3rd Ave Mailstop 730/16/03 |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
5.95 |
% |
|
27,599,765.553 |
|
|
Tomorrows Scholar 529 Plan |
|
|
|
|
|
|
|
|
U.S. Equity Index Portfolio |
|
|
|
|
|
|
|
|
C/O TFI J DelGrande/D Medina-Sustache |
|
|
|
|
|
|
|
|
730 3rd Ave Mailstop 730/16/03 |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
12.15 |
% |
|
56,258,051.570 |
|
|
SSB&T Co Cust/FBO MESP #2336 |
|
|
|
|
|
|
|
|
Moderate Age-Based Option 9-10 |
|
|
|
|
|
|
|
|
C/O TFI J DelGrande/D Medina-Sustache |
|
|
|
|
|
|
|
|
730 3rd Ave Mailstop 730/16/03 |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
21.27 |
% |
|
98,475,710.338 |
|
|
Tuition Financing Inc Cust FBO |
|
|
|
|
|
|
|
|
Scholarshare College Savings Plan |
|
|
|
|
|
|
|
|
Passive Diversified Equity Port. |
|
|
|
|
|
|
|
|
Joe Delgrande & D Medina-Sustache |
|
|
|
|
|
|
|
|
730 3rd Ave Mail Stop 730/16/03 |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
22.64 |
% |
|
104,789,708.693 |
|
|
Equity Index FundPremier Class |
|
|
||||||
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
100.00 |
% |
|
4,594,640.708 |
|
|
Equity Index FundRetail Class |
|
|
||||||
Pershing LLC |
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
7.23 |
% |
|
2,680,869.335 |
|
|
Equity Index FundRetirement Class |
|
|
||||||
National Financial Services LLC |
|
|
|
|
|
|
|
|
For The Exclusive Benefit Of Our Customers |
|
|
|
|
|
|
|
|
Attn: Deliveries |
|
|
|
|
|
|
|
|
PO Box 770001 |
|
|
|
|
|
|
|
|
Cincinnati OH 45277-0033 |
|
|
8.33 |
% |
|
1,502,732.272 |
|
|
|
|
B-34 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
|
|
|
|
|
|
|
|
Fund/Class |
|
|
Percentage
|
|
|
Shares |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
33.23 |
% |
|
5,995,919.320 |
|
|
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust for IRA Clients |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
53.71 |
% |
|
9,691,845.341 |
|
|
Global Natural Resources FundInstitutional Class |
|
|
||||||
TIAA-CREF Lifecycle Fund 2015 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop: 730/06/03 |
|
|
|
|
|
|
|
|
730 Third Avenue |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
7.54 |
% |
|
2,049,562.910 |
|
|
Teachers Insurance & Annuity Assoc |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop: 730/06/03 |
|
|
|
|
|
|
|
|
730 3rd Avenue |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
8.27 |
% |
|
2,247,153.170 |
|
|
TIAA-CREF Lifecycle Fund 2020 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop: 730/06/03 |
|
|
|
|
|
|
|
|
730 3rd Avenue |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
11.00 |
% |
|
2,988,572.380 |
|
|
TIAA-CREF Lifecycle Fund 2025 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop: 730/06/03 |
|
|
|
|
|
|
|
|
730 Third Avenue |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
11.89 |
% |
|
3,231,464.217 |
|
|
TIAA-CREF Lifecycle Fund 2030 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop: 730/06/03 |
|
|
|
|
|
|
|
|
730 3rd Avenue |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
12.47 |
% |
|
3,388,816.382 |
|
|
TIAA-CREF Lifecycle Fund 2035 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop: 730/06/03 |
|
|
|
|
|
|
|
|
730 3rd Avenue |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
13.68 |
% |
|
3,717,547.569 |
|
|
TIAA-CREF Lifecycle Fund 2040 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop: 730/06/03 |
|
|
|
|
|
|
|
|
730 3rd Avenue |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
19.38 |
% |
|
5,264,188.128 |
|
|
Global Natural Resources FundPremier Class |
|
|
||||||
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
10.83 |
% |
|
39,033.123 |
|
|
Teachers Insurance & Annuity Assoc |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/06/03 |
|
|
|
|
|
|
|
|
730 Third Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
28.30 |
% |
|
102,028.717 |
|
|
TD Ameritrade Inc For The |
|
|
|
|
|
|
|
|
Exclusive Benefit Of Our Clients |
|
|
|
|
|
|
|
|
PO Box 2226 |
|
|
|
|
|
|
|
|
Omaha NE 68103-2226 |
|
|
60.87 |
% |
|
219,416.254 |
|
|
Global Natural Resources FundRetail Class |
|
|
||||||
Pershing LLC |
|
|
|
|
|
|
|
|
1 Pershing Plaza |
|
|
|
|
|
|
|
|
Jersey City NJ 073993-0002 |
|
|
11.15 |
% |
|
77,196.917 |
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
|
|
Percentage
|
|
|
Shares |
|
|
Teachers Insurance & Annuity Assoc |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/06/03 |
|
|
|
|
|
|
|
|
730 Third Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
14.69 |
% |
|
101,754.068 |
|
|
Global Natural Resources FundRetirement Class |
|
|
||||||
Teachers Insurance & Annuity Assoc |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/06/03 |
|
|
|
|
|
|
|
|
730 Third Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
7.78 |
% |
|
101,891.899 |
|
|
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust For IRA Clients |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
85.37 |
% |
|
1,117,578.715 |
|
|
Growth & Income FundInstitutional Class |
|
|
||||||
TIAA-CREF Lifecycle Fund 2020 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
6.42 |
% |
|
11,146,826.374 |
|
|
TIAA-CREF Lifecycle Fund 2025 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
7.05 |
% |
|
12,237,798.299 |
|
|
TIAA-CREF |
|
|
|
|
|
|
|
|
Individual & Institutional Serv Inc |
|
|
|
|
|
|
|
|
For Exclusive Benefit Of Customers |
|
|
|
|
|
|
|
|
Attn: Patrick Nelson |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
7.38 |
% |
|
12,813,506.124 |
|
|
TIAA-CREF Lifecycle Fund 2030 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
7.49 |
% |
|
13,005,779.657 |
|
|
TIAA-CREF Lifecycle Fund 2035 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
8.30 |
% |
|
14,415,294.527 |
|
|
TIAA-CREF Lifecycle Fund 2040 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
11.80 |
% |
|
20,498,685.612 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
27.49 |
% |
|
47,748,567.935 |
|
|
Growth & Income FundPremier Class |
|
|
||||||
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
96.57 |
% |
|
12,732,770.754 |
|
|
Growth & Income FundRetail Class |
|
|
||||||
Charles Schwab & Co Inc |
|
|
|
|
|
|
|
|
Attn: Mutual Funds |
|
|
|
|
|
|
|
|
101 Montgomery St |
|
|
|
|
|
|
|
|
San Francisco Ca 94104-4151 |
|
|
12.13 |
% |
|
6,711,998.480 |
|
|
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-35 |
|
|
|
|
|
|
|
|
|
|
Fund/Class |
|
Percentage
|
|
Shares |
|
|||
Growth & Income FundRetirement Class |
|
|
||||||
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
38.42 |
% |
|
19,844,573.903 |
|
|
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust For IRA Clients |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
50.55 |
% |
|
26,107,430.997 |
|
|
International Equity FundInstitutional Class |
|
|
||||||
TIAA-CREF Lifecycle Fund 2020 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
6.24 |
% |
|
10,861,627.792 |
|
|
TIAA-CREF Lifecycle Fund 2025 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
6.77 |
% |
|
11,799,561.833 |
|
|
TIAA-CREF Lifecycle Fund 2030 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
7.16 |
% |
|
12,467,769.591 |
|
|
TIAA-CREF Lifecycle Fund 2035 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
7.88 |
% |
|
13,722,929.471 |
|
|
TIAA-CREF |
|
|
|
|
|
|
|
|
Individual & Institutional Serv Inc |
|
|
|
|
|
|
|
|
For Exclusive Benefit Of Customers |
|
|
|
|
|
|
|
|
Attn: Patrick Nelson |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
10.03 |
% |
|
17,471,875.091 |
|
|
TIAA-CREF Lifecycle Fund 2040 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
11.16 |
% |
|
19,433,453.284 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
33.89 |
% |
|
59,025,224.771 |
|
|
International Equity FundPremier Class |
|
|
||||||
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust For IRA Clients |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
99.99 |
% |
|
27,248,999.198 |
|
|
International Equity FundRetail Class |
|
|
||||||
Pershing LLC |
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
6.42 |
% |
|
2,938,870.863 |
|
|
International Equity FundRetirement Class |
|
|
||||||
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust For IRA Clients |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
26.86 |
% |
|
19,971,500.227 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
67.49 |
% |
|
50,179,435.628 |
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
|
Percentage
|
|
Shares |
|
|||
International Equity Index FundInstitutional Class |
|
|
||||||
Pershing LLC |
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
5.35 |
% |
|
11,348,647.321 |
|
|
SSB&T Co Cust/FBO CHET#2279 |
|
|
|
|
|
|
|
|
High Equity Option |
|
|
|
|
|
|
|
|
C/O TFI J DelGrande/D Medina-Sustache |
|
|
|
|
|
|
|
|
730 3rd Ave Mailstop 730/16/03 |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
9.52 |
% |
|
20,209,460.590 |
|
|
STATE STREET BANK & TRUST |
|
|
|
|
|
|
|
|
Moderate Age-Based Option 9-10 |
|
|
|
|
|
|
|
|
C/O TFI J DelGrande/D Medina-Sustache |
|
|
|
|
|
|
|
|
730 3rd Ave Mailstop 730/16/03 |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
12.87 |
% |
|
27,325,936.876 |
|
|
Tuition Financing Inc Cust FBO |
|
|
|
|
|
|
|
|
Scholarshare College Savings Plan |
|
|
|
|
|
|
|
|
Passive Moderate Growth Portfolio |
|
|
|
|
|
|
|
|
Joe Delgrande & D Medina-Sustache |
|
|
|
|
|
|
|
|
730 3rd Ave Mail Stop 730/16/03 |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
12.98 |
% |
|
27,546,494.604 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
22.43 |
% |
|
47,605,289.939 |
|
|
International Equity Index FundPremier Class |
|
|
||||||
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
99.97 |
% |
|
9,782,698.650 |
|
|
International Equity Index FundRetirement Class |
|
|
||||||
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
47.59 |
% |
|
18,848,740.269 |
|
|
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust For IRA Clients |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
47.80 |
% |
|
18,932,771.450 |
|
|
Large-Cap Growth FundInstitutional Class |
|
|
||||||
TIAA-CREF Lifecycle Fund 2015 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
7.30 |
% |
|
7,294,954.700 |
|
|
TIAA-CREF Lifecycle Fund 2020 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
10.84 |
% |
|
10,837,410.040 |
|
|
TIAA-CREF Lifecycle Fund 2025 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
11.93 |
% |
|
11,925,879.078 |
|
|
TIAA-CREF Lifecycle Fund 2030 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
12.67 |
% |
|
12,666,562.322 |
|
|
TIAA-CREF Lifecycle Fund 2035 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
14.05 |
% |
|
14,045,560.482 |
|
|
|
|
B-36 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
|
|
|
|
|
|
|
|
Fund/Class |
|
Percentage
|
|
Shares |
|
|||
TIAA-CREF Lifecycle Fund 2040 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
19.98 |
% |
|
19,976,677.987 |
|
|
Large-Cap Growth FundPremier Class |
|
|
||||||
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
99.32 |
% |
|
280,181.358 |
|
|
Large-Cap Growth FundRetirement Class |
|
|
||||||
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
18.23 |
% |
|
1,920,721.787 |
|
|
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust For IRA Clients |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
27.76 |
% |
|
2,924,341.609 |
|
|
Pershing LLC |
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
50.66 |
% |
|
5,336,984.034 |
|
|
Large-Cap Growth Index FundInstitutional Class |
|
|
||||||
SSB&T CUST/FBO Oklahoma |
|
|
|
|
|
|
|
|
CSP#2274 Age-Based 8-11 |
|
|
|
|
|
|
|
|
C/O TFI J DelGrande/D Medina-Sustache |
|
|
|
|
|
|
|
|
730 3rd Ave Mailstop 730/16/03 |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
7.04 |
% |
|
4,516,074.079 |
|
|
Charles Schwab & Co Inc. |
|
|
|
|
|
|
|
|
Attn: Mutual Funds |
|
|
|
|
|
|
|
|
101 Montgomery Street |
|
|
|
|
|
|
|
|
San Francisco, CA 94104-4151 |
|
|
7.70 |
% |
|
4,939,763.429 |
|
|
SSB&T CUST/FBO Minnesota CSP Balanced Option |
|
|
|
|
|
|
|
|
C/O TFI J DelGrande/D Medina- Sustache |
|
|
|
|
|
|
|
|
730 3rd Ave Mailstop 730/16/03 |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
14.75 |
% |
|
9,463,133.636 |
|
|
SSB&T CUST/FBO PATH2COLLEGE#1418 |
|
|
|
|
|
|
|
|
Managed Allocation 9-10 |
|
|
|
|
|
|
|
|
C/O TFI J DelGrande/D Medina- Sustache |
|
|
|
|
|
|
|
|
730 3rd Ave Mailstop 730/16/03 |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
16.99 |
% |
|
10,903,087.226 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
18.05 |
% |
|
11,578,069.498 |
|
|
Pershing LLC |
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
19.75 |
% |
|
12,673,523.004 |
|
|
Large-Cap Growth Index FundRetirement Class |
|
|
||||||
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust For IRA Clients |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
41.67 |
% |
|
6,650,770.370 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
48.86 |
% |
|
7,798,369.957 |
|
|
Large-Cap Value FundInstitutional Class |
|
|
||||||
TIAA-CREF Lifecycle Fund 2020 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
6.57 |
% |
|
9,467,628.232 |
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
|
Percentage
|
|
Shares |
|
|||
TIAA-CREF Lifecycle Fund 2025 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
7.21 |
% |
|
10,391,882.826 |
|
|
TIAA-CREF Lifecycle Fund 2030 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
7.66 |
% |
|
11,037,111.314 |
|
|
TIAA-CREF Lifecycle Fund 2035 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
8.50 |
% |
|
12,244,962.962 |
|
|
TIAA-CREF |
|
|
|
|
|
|
|
|
Individual & Institutional Serv Inc |
|
|
|
|
|
|
|
|
For Exclusive Benefit Of Customers |
|
|
|
|
|
|
|
|
Attn: Patrick Nelson |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
9.08 |
% |
|
13,073,646.340 |
|
|
TIAA-CREF Lifecycle Fund 2040 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
12.09 |
% |
|
17,422,889.545 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
33.41 |
% |
|
48,128,076.919 |
|
|
Large-Cap Value FundPremier Class |
|
|
||||||
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
99.99 |
% |
|
19,146,674.448 |
|
|
Large-Cap Value FundRetail Class |
|
|
||||||
Pershing LLC |
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
11.49 |
% |
|
763,777.312 |
|
|
Large-Cap Value FundRetirement Class |
|
|
||||||
Pershing LLC |
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
10.26 |
% |
|
6,102,059.160 |
|
|
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust For IRA Clients |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
26.09 |
% |
|
15,521,202.446 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
62.04 |
% |
|
36,908,038.841 |
|
|
Large-Cap Value Index FundInstitutional Class |
|
|
||||||
SSB&T CO Cust/FBO Oklahoma CSP#2274 |
|
|
|
|
|
|
|
|
Aged Based 8-11 |
|
|
|
|
|
|
|
|
c/o TFI J Delgrande/D Medina-Sustache |
|
|
|
|
|
|
|
|
730 3rd Ave MSC 730/16/03 |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
6.03 |
% |
|
5,101,258.446 |
|
|
Charles Schwab & Co Inc. |
|
|
|
|
|
|
|
|
Attn: Mutual Funds |
|
|
|
|
|
|
|
|
101 Montgomery Street |
|
|
|
|
|
|
|
|
San Francisco, CA 94104-4151 |
|
|
6.32 |
% |
|
5,343,770.470 |
|
|
SSB&T CO Cust/FBO Minnesota CSP |
|
|
|
|
|
|
|
|
Balanced Option |
|
|
|
|
|
|
|
|
c/o TFI J Delgrande/D Medina-Sustache |
|
|
|
|
|
|
|
|
730 3rd Ave MSC 730/16/03 |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
12.62 |
% |
|
10,673,697.666 |
|
|
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-37 |
|
|
|
|
|
|
|
|
|
|
Fund/Class |
|
Percentage
|
|
|
Shares |
|
||
SSB&T CUST/FBO PATH2COLLEGE#1418 |
|
|
|
|
|
|
|
|
Managed Allocation 9-10 |
|
|
|
|
|
|
|
|
C/O TFI J DelGrande/D Medina- Sustache |
|
|
|
|
|
|
|
|
730 3rd Ave Mailstop 730/16/03 |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
14.86 |
% |
|
12,562,777.313 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
19.91 |
% |
|
16,831,735.561 |
|
|
Pershing LLC |
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
23.42 |
% |
|
19,799,033.766 |
|
|
Large-Cap Value Index FundRetirement Class |
|
|
||||||
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust For IRA Clients |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
45.92 |
% |
|
8,049,288.097 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
48.68 |
% |
|
8,532,619.922 |
|
|
Mid-Cap Growth FundInstitutional Class |
|
|
||||||
TIAA-CREF |
|
|
|
|
|
|
|
|
Individual & Institutional Serv Inc |
|
|
|
|
|
|
|
|
For Exclusive Benefit Of Customers |
|
|
|
|
|
|
|
|
Attn: Patrick Nelson |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
15.30 |
% |
|
5,009,275.401 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
71.25 |
% |
|
23,325,979.706 |
|
|
Mid-Cap Growth FundPremier Class |
|
|
||||||
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
98.46 |
% |
|
7,523,881.993 |
|
|
Mid-Cap Growth FundRetail Class |
|
|
||||||
Pershing LLC |
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
7.55 |
% |
|
511,450.745 |
|
|
|
||||||||
Charles Schwab & Co Inc |
|
|
|
|
|
|
|
|
Attn: Mutual Funds |
|
|
|
|
|
|
|
|
101 Montgomery St |
|
|
|
|
|
|
|
|
San Francisco Ca 94104-4151 |
|
|
8.86 |
% |
|
600,569.900 |
|
|
Mid-Cap Growth FundRetirement Class |
|
|
||||||
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust For IRA Clients |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
36.81 |
% |
|
8,884,883.903 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
59.76 |
% |
|
14,425,514.667 |
|
|
Mid-Cap Value FundInstitutional Class |
|
|
||||||
TIAA-CREF |
|
|
|
|
|
|
|
|
Individual & Institutional Serv Inc |
|
|
|
|
|
|
|
|
For Exclusive Benefit Of Customers |
|
|
|
|
|
|
|
|
Attn: Patrick Nelson |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
17.29 |
% |
|
14,529,500.969 |
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
|
Percentage
|
|
Shares |
|
|||
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
65.89 |
% |
|
55,365,239.885 |
|
|
Mid-Cap Value FundPremier Class |
|
|
||||||
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
99.34 |
% |
|
19,588,875.641 |
|
|
Mid-Cap Value FundRetail Class |
|
|
||||||
Pershing LLC |
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
15.23 |
% |
|
2,202,100.799 |
|
|
Charles Schwab & Co Inc |
|
|
|
|
|
|
|
|
Attn: Mutual Funds |
|
|
|
|
|
|
|
|
101 Montgomery St |
|
|
|
|
|
|
|
|
San Francisco Ca 94104-4151 |
|
|
28.63 |
% |
|
4,139,504.546 |
|
|
Mid-Cap Value FundRetirement Class |
|
|
||||||
Pershing LLC |
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
14.81 |
% |
|
10,041,191.251 |
|
|
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust For IRA Clients |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
26.07 |
% |
|
17,676,745.131 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
53.46 |
% |
|
36,246,782.141 |
|
|
Small-Cap Blend Index FundInstitutional Class |
|
|
||||||
ING National Trust |
|
|
|
|
|
|
|
|
One Orange Way, B3N |
|
|
|
|
|
|
|
|
Windsor CT 06095-4773 |
|
|
5.23 |
% |
|
2,673,176.687 |
|
|
Tomorrows Scholar |
|
|
|
|
|
|
|
|
Small-Cap Index Portfolio |
|
|
|
|
|
|
|
|
C/O TFI J DelGrande/D Medina- Sustache |
|
|
|
|
|
|
|
|
730 3rd Ave Mailstop 730/16/03 |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
9.39 |
% |
|
4,793,640.914 |
|
|
TIAA-CREF |
|
|
|
|
|
|
|
|
Individual & Institutional Serv Inc |
|
|
|
|
|
|
|
|
For Exclusive Benefit Of Customers |
|
|
|
|
|
|
|
|
Attn: Patrick Nelson |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
15.61 |
% |
|
7,969,822.985 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
45.28 |
% |
|
23,121,238.286 |
|
|
Small-Cap Blend Index FundRetirement Class |
|
|
||||||
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust For IRA Clients |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
38.08 |
% |
|
8,811,369.595 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
58.49 |
% |
|
13,533,906.212 |
|
|
|
|
B-38 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
|
|
|
|
|
|
|
|
Fund/Class |
|
Percentage
|
|
Shares |
|
|||
Small-Cap Equity FundInstitutional Class |
|
|
||||||
TIAA-CREF Lifecycle Fund 2020 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/06/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
5.16 |
% |
|
3,673,489.819 |
|
|
TIAA-CREF Lifecycle Fund 2025 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/06/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
5.67 |
% |
|
4,035,311.885 |
|
|
TIAA-CREF Lifecycle Fund 2030 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/06/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
6.02 |
% |
|
4,286,035.311 |
|
|
TIAA-CREF Lifecycle Fund 2035 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/06/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
6.68 |
% |
|
4,750,542.638 |
|
|
TIAA-CREF |
|
|
|
|
|
|
|
|
Individual & Institutional Serv Inc |
|
|
|
|
|
|
|
|
For Exclusive Benefit Of Customers |
|
|
|
|
|
|
|
|
Attn: Patrick Nelson |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
8.88 |
% |
|
6,316,258.216 |
|
|
TIAA-CREF Lifecycle Fund 2040 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/06/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
9.50 |
% |
|
6,758,138.760 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
41.44 |
% |
|
29,479,602.543 |
|
|
Small-Cap Equity FundPremier Class |
|
|
||||||
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
99.98 |
% |
|
10,729,827.731 |
|
|
Small-Cap Equity FundRetail Class |
|
|
||||||
Pershing LLC |
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
9.45 |
% |
|
458,993.196 |
|
|
Small-Cap Equity FundRetirement Class |
|
|
||||||
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust For IRA Clients |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
32.15 |
% |
|
9,657,516.459 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
63.12 |
% |
|
18,962,043.806 |
|
|
Social Choice Equity FundInstitutional Class |
|
|
||||||
Vanguard Fiduciary Trust Company |
|
|
|
|
|
|
|
|
PO Box 2900 |
|
|
|
|
|
|
|
|
Valley Forge PA 19482-2900 |
|
|
5.52 |
% |
|
3,153,582.143 |
|
|
National Financial Services LLC |
|
|
|
|
|
|
|
|
For The Exclusive Benefit Of Our Customers |
|
|
|
|
|
|
|
|
Attn: Deliveries |
|
|
|
|
|
|
|
|
PO Box 770001 |
|
|
|
|
|
|
|
|
Cincinnati OH 45277-0033 |
|
|
6.57 |
% |
|
3,749,917.434 |
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
|
Percentage
|
|
Shares |
|
|||
Charles Schwab & Co Inc |
|
|
|
|
|
|
|
|
Attn: Mutual Funds |
|
|
|
|
|
|
|
|
101 Montgomery St |
|
|
|
|
|
|
|
|
San Francisco Ca 94104-4151 |
|
|
8.68 |
% |
|
4,957,772.288 |
|
|
Tuition Financing Inc Cust FBO |
|
|
|
|
|
|
|
|
Scholarshare College Savings Plan |
|
|
|
|
|
|
|
|
Social Choice Portfolio |
|
|
|
|
|
|
|
|
Joe Delgrande & D Medina-Sustache |
|
|
|
|
|
|
|
|
730 3rd Ave Mail Stop 730/16/03 |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
10.89 |
% |
|
6,217,617.845 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
38.43 |
% |
|
21,940,378.335 |
|
|
Social Choice Equity FundPremier Class |
|
|
||||||
Charles Schwab & Co Inc |
|
|
|
|
|
|
|
|
Attn: Mutual Funds |
|
|
|
|
|
|
|
|
101 Montgomery St |
|
|
|
|
|
|
|
|
San Francisco Ca 94104-4151 |
|
|
6.16 |
% |
|
375,050.420 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
93.31 |
% |
|
5,677,127.351 |
|
|
Social Choice Equity FundRetail Class |
|
|
||||||
Pershing LLC |
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
5.08 |
% |
|
1,061,492.791 |
|
|
TD Ameritrade Inc |
|
|
|
|
|
|
|
|
For The Exclusive Benefit Of Our Clients |
|
|
|
|
|
|
|
|
PO Box 2226 |
|
|
|
|
|
|
|
|
Omaha NE 68103-2226 |
|
|
6.45 |
% |
|
1,348,824.862 |
|
|
National Financial Services LLC |
|
|
|
|
|
|
|
|
For The Exclusive Benefit Of Our Customers |
|
|
|
|
|
|
|
|
Attn: Deliveries |
|
|
|
|
|
|
|
|
PO Box 770001 |
|
|
|
|
|
|
|
|
Cincinnati OH 45277-0033 |
|
|
6.72 |
% |
|
1,405,440.635 |
|
|
Charles Schwab & Co Inc |
|
|
|
|
|
|
|
|
Attn: Mutual Funds |
|
|
|
|
|
|
|
|
101 Montgomery St |
|
|
|
|
|
|
|
|
San Francisco Ca 94104-4151 |
|
|
24.72 |
% |
|
5,168,861.563 |
|
|
Social Choice Equity FundRetirement Class |
|
|
||||||
Pershing LLC |
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
6.48 |
% |
|
1,628,251.620 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
36.60 |
% |
|
9,195,646.662 |
|
|
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust For IRA Clients |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
47.74 |
% |
|
11,996,337.034 |
|
|
S&P 500 Index FundInstitutional Class |
|
|
||||||
TIAA-CREF |
|
|
|
|
|
|
|
|
Individual & Institutional Serv Inc |
|
|
|
|
|
|
|
|
For Exclusive Benefit Of Customers |
|
|
|
|
|
|
|
|
Attn: Patrick Nelson |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
5.27 |
% |
|
3,549,289.215 |
|
|
SEI Private Trust Company |
|
|
|
|
|
|
|
|
c/o TIAA CREF |
|
|
|
|
|
|
|
|
Attn: Mutual Funds Administrator |
|
|
|
|
|
|
|
|
One Freedom Valley Dr |
|
|
|
|
|
|
|
|
Oaks PA 19456-9989 |
|
|
43.66 |
% |
|
4,004,470.279 |
|
|
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-39 |
|
|
|
|
|
|
|
|
|
|
Fund/Class |
|
Percentage
|
|
Shares |
|
|||
SSB&T CO Cust/FBO CHET #1955 |
|
|
|
|
|
|
|
|
High Equity Option |
|
|
|
|
|
|
|
|
c/o TFI J Delgrande/D Medina-Sustache |
|
|
|
|
|
|
|
|
730 3rd Ave MSC 730/16/03 |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
7.55 |
% |
|
5,090,934.202 |
|
|
Tuition Financing Inc Cust FBO |
|
|
|
|
|
|
|
|
Scholarshare College Savings Plan |
|
|
|
|
|
|
|
|
Index US Large Cap Equity Portfolio |
|
|
|
|
|
|
|
|
Joe Delgrande & D Medina-Sustache |
|
|
|
|
|
|
|
|
730 3rd Ave Mail Stop 730/16/30 |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
8.93 |
% |
|
6,019,154.034 |
|
|
SSB&T CO Cust/FBO Edvest #3438 |
|
|
|
|
|
|
|
|
Large-Cap Stock Index Portfolio |
|
|
|
|
|
|
|
|
c/o TFI J Delgrande/D Medina-Sustache |
|
|
|
|
|
|
|
|
730 3rd Ave MSC 730/16/03 |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
18.66 |
% |
|
12,577,552.234 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
37.72 |
% |
|
25,419,228.036 |
|
|
S&P 500 Index FundRetirement Class |
|
|
||||||
Charles Schwab & Co Inc |
|
|
|
|
|
|
|
|
Attn: Mutual Funds |
|
|
|
|
|
|
|
|
101 Montgomery St |
|
|
|
|
|
|
|
|
San Francisco Ca 94104-4151 |
|
|
9.28 |
% |
|
2,260,465.456 |
|
|
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust For IRA Clients |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
36.69 |
% |
|
8,937,726.814 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
49.74 |
% |
|
12,115,073.894 |
|
|
Bond FundInstitutional Class |
|
|
||||||
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
7.64 |
% |
|
13,971,804.253 |
|
|
TIAA-CREF Lifecycle Fund 2030 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
8.21 |
% |
|
15,028,464.454 |
|
|
TIAA-CREF Lifecycle Fund 2025 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
14.92 |
% |
|
27,291,855.316 |
|
|
TIAA-CREF Lifecycle Fund 2010 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
15.70 |
% |
|
28,733,755.521 |
|
|
TIAA-CREF Lifecycle Fund 2015 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
20.88 |
% |
|
38,201,048.059 |
|
|
TIAA-CREF Lifecycle Fund 2020 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
21.42 |
% |
|
39,184,509.986 |
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
|
Percentage
|
|
Shares |
|
|||
Bond FundPremier Class |
|
|
||||||
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
100.00 |
% |
|
2,008,833.089 |
|
|
Bond FundRetail Class |
|
|
||||||
Pershing LLC |
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
23.87 |
% |
|
2,012,448.660 |
|
|
Bond FundRetirement Class |
|
|
||||||
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
12.40 |
% |
|
4,024,903.367 |
|
|
Pershing LLC |
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
19.15 |
% |
|
6,218,071.307 |
|
|
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust for |
|
|
|
|
|
|
|
|
IRA Clients |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
64.24 |
% |
|
20,859,049.360 |
|
|
Bond Index FundInstitutional Class |
|
|
||||||
SSB&T Co Cust/FBO Minnesota Csp |
|
|
|
|
|
|
|
|
Balanced Option |
|
|
|
|
|
|
|
|
c/o TFI J Delgrande/D Medina-Sustac |
|
|
|
|
|
|
|
|
730 3rd Ave MSC 730/16/03 |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
5.44 |
% |
|
20,464,487.339 |
|
|
SSB&T Cust/FBO Path2College #1418 |
|
|
|
|
|
|
|
|
Managed Allocation 9-10 |
|
|
|
|
|
|
|
|
c/o TFI J Delgrande/D Medina-Sustac |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
7.09 |
% |
|
26,668,936.317 |
|
|
Pershing LLC |
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
8.13 |
% |
|
30,579,565.679 |
|
|
SSB&T Co Cust/FBO Chet #2281 |
|
|
|
|
|
|
|
|
Index Fixed Income Option |
|
|
|
|
|
|
|
|
c/o TFI J Delgrande/D Medina-Sustac |
|
|
|
|
|
|
|
|
730 3rd Ave MSC 730/16/03 |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
8.86 |
% |
|
33,330.796.845 |
|
|
Tomorrows Scholar 529 Plan |
|
|
|
|
|
|
|
|
Index-Based Moderate Grth Portfolio |
|
|
|
|
|
|
|
|
c/o TFI J Delgrande/D Medina-Sustache |
|
|
|
|
|
|
|
|
Scottsdale AZ 85258-2144 |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
9.30 |
% |
|
34,971,409.579 |
|
|
SSB&T Co Cust/FBO Mesp #2336 |
|
|
|
|
|
|
|
|
Moderate Age-Based Option 9-10 |
|
|
|
|
|
|
|
|
c/o TFI J Delgrande/D Medina-Sustache |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
18.34 |
% |
|
68,992,956.027 |
|
|
Tuition Financing Inc Cust FBO |
|
|
|
|
|
|
|
|
Scholarshare College Savings Plan |
|
|
|
|
|
|
|
|
Passive Moderate Growth Portfolio |
|
|
|
|
|
|
|
|
Joe Delgrande & D Medina-Sustache |
|
|
|
|
|
|
|
|
730 3rd Ave Mail Stop 730/16/03 |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
19.73 |
% |
|
74,243,083.161 |
|
|
Bond Index FundPremier Class |
|
|
||||||
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
100.00 |
% |
|
2,415,152.096 |
|
|
Bond Index FundRetail Class |
|
|
||||||
Pershing LLC |
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
16.76 |
% |
|
219,850.795 |
|
|
|
|
B-40 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
|
|
|
|
|
|
|
|
Fund/Class |
|
Percentage
|
|
Shares |
|
|||
Bond Index FundRetirement Class |
|
|
||||||
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
20.56 |
% |
|
1,190,454.498 |
|
|
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust for |
|
|
|
|
|
|
|
|
IRA Clients |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
71.30 |
% |
|
4,127,742.874 |
|
|
Bond Plus FundInstitutional Class |
|
|
||||||
TIAA-CREF Lifecycle Fund 2020 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
5.90 |
% |
|
4,593,304.514 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
8.89 |
% |
|
6,923,938.230 |
|
|
TIAA-CREF Lifecycle Fund 2025 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
9.64 |
% |
|
7,513,120.232 |
|
|
TIAA-CREF Lifecycle Fund 2040 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
10.13 |
% |
|
7,888,960.799 |
|
|
TIAA-CREF Lifecycle Fund 2030 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
11.17 |
% |
|
8,700,750.894 |
|
|
TIAA-CREF Lifecycle Fund 2035 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
11.21 |
% |
|
8,735,344.930 |
|
|
TIAA-CREF Managed Allocation |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
27.98 |
% |
|
21,800,321.825 |
|
|
Bond Plus FundPremier Class |
|
|
||||||
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
99.44 |
% |
|
1,514,634.531 |
|
|
Bond Plus FundRetail Class |
|
|
||||||
Pershing LLC |
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
5.35 |
% |
|
1,425,644.764 |
|
|
Bond Plus FundRetirement Class |
|
|
||||||
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
22.84 |
% |
|
3,074,166.031 |
|
|
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust for |
|
|
|
|
|
|
|
|
IRA Clients |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
74.40 |
% |
|
10,014,721.894 |
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
|
Percentage
|
|
Shares |
|
|||
High-Yield FundInstitutional Class |
|
|
||||||
TIAA-CREF Lifecycle Fund 2020 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
5.11 |
% |
|
7,220,209.862 |
|
|
TIAA-CREF Lifecycle Fund 2025 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
6.07 |
% |
|
8,587,891.101 |
|
|
TIAA-CREF Lifecycle Fund 2030 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
6.35 |
% |
|
8,982,857.991 |
|
|
TIAA-CREF Lifecycle Fund 2035 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
6.38 |
% |
|
9,020,724.781 |
|
|
SEI Private Trust Company |
|
|
|
|
|
|
|
|
c/o TIAA CREF |
|
|
|
|
|
|
|
|
Attn: Mutual Funds Administrator |
|
|
|
|
|
|
|
|
One Freedom Valley Dr |
|
|
|
|
|
|
|
|
Oaks PA 19456-9989 |
|
|
32.24 |
% |
|
9,756,651.390 |
|
|
Tuition Financing Inc Cust FBO |
|
|
|
|
|
|
|
|
Scholarshare College Savings Plan |
|
|
|
|
|
|
|
|
Passive Moderate Growth Portfolio |
|
|
|
|
|
|
|
|
Joe Delgrande & D Medina-Sustache |
|
|
|
|
|
|
|
|
730 3rd Ave Mail Stop 730/16/30 |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
8.27 |
% |
|
11,693,417.571 |
|
|
TIAA-CREF Lifecycle Fund 2040 |
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
Mail Stop 730/6/03 |
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
8.64 |
% |
|
12,217,667.970 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
12.13 |
% |
|
17,150,551.557 |
|
|
National Financial Svcs Corp |
|
|
|
|
|
|
|
|
for Exclusive Benefit of our |
|
|
|
|
|
|
|
|
Customers |
|
|
|
|
|
|
|
|
Russ Lennon |
|
|
|
|
|
|
|
|
200 Liberty Street |
|
|
|
|
|
|
|
|
New York NY 10281-1003 |
|
|
13.21 |
% |
|
18,683,198.203 |
|
|
High-Yield FundPremier Class |
|
|
||||||
TD Ameritrade Inc for the |
|
|
|
|
|
|
|
|
Exclusive Benefit of our Clients |
|
|
|
|
|
|
|
|
PO Box 2226 |
|
|
|
|
|
|
|
|
Omaha NE 68103-2226 |
|
|
13.34 |
% |
|
423,919.090 |
|
|
Charles Schwab & Co Inc |
|
|
|
|
|
|
|
|
Attn: Mutual Funds |
|
|
|
|
|
|
|
|
101 Montgomery St |
|
|
|
|
|
|
|
|
San Francisco CA 94104-4151 |
|
|
14.22 |
% |
|
451,614.306 |
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
69.11 |
% |
|
2,195,316.708 |
|
|
High-Yield FundRetail Class |
|
|
||||||
Pershing LLC |
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
6.76 |
% |
|
2,745,248.565 |
|
|
Charles Schwab & Co Inc |
|
|
|
|
|
|
|
|
Attn: Mutual Funds |
|
|
|
|
|
|
|
|
101 Montgomery St |
|
|
|
|
|
|
|
|
San Francisco CA 94104-4151 |
|
|
52.01 |
% |
|
21,128,722.388 |
|
|
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-41 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
|
Percentage
|
|
Shares |
|
|||
High-Yield FundRetirement Class |
|
|
|
|
|
|
|
||
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
14.47 |
% |
|
4,080,791.878 |
|
|
|||||||||
|
|
Pershing LLC |
|
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
31.33 |
% |
|
8,834,690.674 |
|
|
|||||||||
|
|
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust for |
|
|
|
|
|
|
|
|
|
IRA Clients |
|
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
51.68 |
% |
|
14,570,393.360 |
|
Inflation-Linked Bond FundInstitutional Class |
|
|
|
|
|
|
|
||
|
|
TIAA-CREF Mn Fund Of Funds # 1841 |
|
|
|
|
|
|
|
|
|
c/o TFI J Delgrande/D Medina-Sustache |
|
|
|
|
|
|
|
|
|
730 3rd Ave Mail Stop 730/06/03 |
|
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
5.29 |
% |
|
6,047,817.412 |
|
|
|||||||||
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
5.41 |
% |
|
6,188,460.887 |
|
|
|||||||||
|
|
Tuition Financing Inc Cust FBO |
|
|
|
|
|
|
|
|
|
Oregon College Savings Plan |
|
|
|
|
|
|
|
|
|
Target Allocation Portfolios |
|
|
|
|
|
|
|
|
|
Joe Delgrande & D Medina-Sustache |
|
|
|
|
|
|
|
|
|
730 3rd Ave Mail Stop 730/16/03 |
|
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
6.18 |
% |
|
7,066,486.839 |
|
|
|||||||||
|
|
SSB&T Cust/FBO Path2college #1418 |
|
|
|
|
|
|
|
|
|
Managed Allocation 9-10 |
|
|
|
|
|
|
|
|
|
c/o TFI J Delgrande/D Medina-Sustac |
|
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
6.78 |
% |
|
7,749,988.478 |
|
|
|||||||||
|
|
SSB&T Co Cust/FBO Chet #2280 |
|
|
|
|
|
|
|
|
|
High Equity Option |
|
|
|
|
|
|
|
|
|
c/o TFI J Delgrande/D Medina-Sustac |
|
|
|
|
|
|
|
|
|
730 3rd Ave MSC 730/16/03 |
|
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
9.32 |
% |
|
10,654,343.970 |
|
|
|||||||||
|
|
Tuition Financing Inc Cust FBO |
|
|
|
|
|
|
|
|
|
Scholarshare College Savings Plan |
|
|
|
|
|
|
|
|
|
Passive Moderate Growth Portfolio |
|
|
|
|
|
|
|
|
|
Joe Delgrande & D Medina-Sustache |
|
|
|
|
|
|
|
|
|
730 3rd Ave Mail Stop 730/16/03 |
|
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
15.75 |
% |
|
18,007,016.505 |
|
|
|||||||||
|
|
SSB&T Co Cust/FBO Mesp #2336 |
|
|
|
|
|
|
|
|
|
Moderate Age-Based Option 9-10 |
|
|
|
|
|
|
|
|
|
730 3rd Ave Mail Stop 730/06/03 |
|
|
|
|
|
|
|
|
|
c/o TFI J Delgrande/D Medina-Sustache |
|
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
17.50 |
% |
|
19,998,494.028 |
|
Inflation-Linked Bond FundPremier Class |
|
|
|
|
|
|
|
||
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
100.00 |
% |
|
1,139,286.421 |
|
Inflation-Linked Bond FundRetail Class |
|
|
|
|
|
|
|
||
|
|
Pershing LLC |
|
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
16.99 |
% |
|
3,094,135.233 |
|
Inflation-Linked Bond FundRetirement Class |
|
|
|
|
|
|
|
||
|
|
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust for |
|
|
|
|
|
|
|
|
|
IRA Clients |
|
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
12.31 |
% |
|
2,168,611.445 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
|
Percentage
|
|
Shares |
|
|||
|
|
Pershing LLC |
|
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
13.18 |
% |
|
2,320,872.104 |
|
|
|||||||||
|
|
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust for IRA Clients |
|
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
69.50 |
% |
|
12,239,566.657 |
|
Money Market FundInstitutional Class |
|
|
|
|
|
|
|
||
|
|
State Street Bank & Trust Co Cust |
|
|
|
|
|
|
|
|
|
for Oklahoma Adviser 529 Program |
|
|
|
|
|
|
|
|
|
Capital Preservation P41l |
|
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
8.78 |
% |
|
23,966,322.290 |
|
|
|||||||||
|
|
Tuition Financing Inc Cust FBO |
|
|
|
|
|
|
|
|
|
Oregon College Savings Plan |
|
|
|
|
|
|
|
|
|
Target Allocation Portfolios |
|
|
|
|
|
|
|
|
|
Joe Delgrande & D Medina-Sustache |
|
|
|
|
|
|
|
|
|
730 3rd Ave Mail Stop 730/16/03 |
|
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
8.96 |
% |
|
24,471,540.780 |
|
|
|||||||||
|
|
State Of Wisconsin |
|
|
|
|
|
|
|
|
|
Tuition Units 529 Account |
|
|
|
|
|
|
|
|
|
c/o TFI J Delgrande/ |
|
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
11.43 |
% |
|
31,200,817.590 |
|
|
|||||||||
|
|
SSB&T Co Cust/FBO Minnesota Csp |
|
|
|
|
|
|
|
|
|
Money Market Option |
|
|
|
|
|
|
|
|
|
c/o TFI J Delgrande/D Medina-Sustac |
|
|
|
|
|
|
|
|
|
730 3rd Ave MSC 730/16/03 |
|
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
16.89 |
% |
|
46,128,265.170 |
|
|
|||||||||
|
|
SSB&T Co Cust/FBO Chet #2280 |
|
|
|
|
|
|
|
|
|
Money Market Option |
|
|
|
|
|
|
|
|
|
c/o TFI J Delgrande/D Medina-Sustac |
|
|
|
|
|
|
|
|
|
730 3rd Ave MSC 730/16/03 |
|
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
17.83 |
% |
|
48,696,569.410 |
|
|
|||||||||
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
23.99 |
% |
|
65,507,746.470 |
|
Money Market FundPremier Class |
|
|
|
|
|
|
|
||
|
|
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as TTEE/Cust |
|
|
|
|
|
|
|
|
|
for RHSP Clients |
|
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
12.49 |
% |
|
1,054,427.090 |
|
|
|||||||||
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
87.51 |
% |
|
7,386,759.130 |
|
Money Market FundRetirement Class |
|
|
|
|
|
|
|
||
|
|
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as TTEE/Cust |
|
|
|
|
|
|
|
|
|
for RHSP Clients |
|
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
18.12 |
% |
|
12,918,868.890 |
|
|
|||||||||
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
36.11 |
% |
|
25,749,819.830 |
|
|
|
|
B-42 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
|
Percentage
|
|
Shares |
|
|||
|
|
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust |
|
|
|
|
|
|
|
|
|
for IRA Clients |
|
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
39.04 |
% |
|
27,832,521.120 |
|
Short-Term Bond FundInstitutional Class |
|
|
|
|
|
|
|
||
|
|
SSB&T Co Cust/FBO Minnesota Csp |
|
|
|
|
|
|
|
|
|
Age Based 18+ |
|
|
|
|
|
|
|
|
|
c/o TFI J Delgrande/D Medina-Sustac |
|
|
|
|
|
|
|
|
|
730 3rd Ave MSC 730/16/30 |
|
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
6.21 |
% |
|
3,716,273.059 |
|
|
|||||||||
|
|
SSB&T Co Cust/FBO Edvest #3436 |
|
|
|
|
|
|
|
|
|
Index-Based Income Portfolio |
|
|
|
|
|
|
|
|
|
c/o TFI J Delgrande/D Medina-Sustache |
|
|
|
|
|
|
|
|
|
730 3rd Ave MSC 730/16/03 |
|
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
8.13 |
% |
|
4,865,139,237 |
|
|
|||||||||
|
|
TIAA-CREF Lifecycle Fund 2020 |
|
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
|
Mail Stop 730/06/03 |
|
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
8.25 |
% |
|
4,933,127.985 |
|
|
|||||||||
|
|
TIAA-CREF Lifecycle Fund 2010 |
|
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
|
Mail Stop 730/06/03 |
|
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
9.89 |
% |
|
5,917,299.278 |
|
|
|||||||||
|
|
TIAA-CREF IMF Lifecycle Fund #2015 |
|
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
|
Mail Stop 730/06/03 |
|
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
10.52 |
% |
|
6,292,094.635 |
|
|
|||||||||
|
|
SSB&T Co Cust/FBO Chet #2280 |
|
|
|
|
|
|
|
|
|
Moderate Mgd Allocation Ages 18 + |
|
|
|
|
|
|
|
|
|
c/o TFI J Delgrande/D Medina-Sustache |
|
|
|
|
|
|
|
|
|
730 3rd Ave MSC 730/16/03 |
|
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
13.62 |
% |
|
8,146,884.216 |
|
|
|||||||||
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
19.15 |
% |
|
11,457,876.062 |
|
Short-Term Bond FundPremier Class |
|
|
|
|
|
|
|
||
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
99.22 |
% |
|
1,477,611.694 |
|
Short-Term Bond FundRetail Class |
|
|
|
|
|
|
|
||
|
|
Pershing LLC |
|
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
16.96 |
% |
|
2,986,379.774 |
|
Short-Term Bond FundRetirement Class |
|
|
|
|
|
|
|
||
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
6.81 |
% |
|
2,115,908.883 |
|
|
|||||||||
|
|
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust for |
|
|
|
|
|
|
|
|
|
IRA Clients |
|
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
16.40 |
% |
|
5,096,672.093 |
|
|
|||||||||
|
|
Pershing LLC |
|
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
75.65 |
% |
|
23,513,508.481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
|
Percentage
|
|
Shares |
|
|||
Social Choice Bond FundInstitutional Class |
|
|
|
|
|
|
|
||
|
|
Teachers Insurance & Annuity Assoc |
|
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
|
Mail Stop 730/06/03 |
|
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
95.28 |
% |
|
4,746,874.679 |
|
Social Choice Bond FundPremier Class |
|
|
|
|
|
|
|
||
|
|
Teachers Insurance & Annuity Assoc |
|
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
|
Mail Stop 730/06/03 |
|
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
100.00 |
% |
|
100.931.021 |
|
Social Choice Bond FundRetail Class |
|
|
|
|
|
|
|
||
|
|
Charles Schwab & Co Inc |
|
|
|
|
|
|
|
|
|
Attn: Mutual Funds |
|
|
|
|
|
|
|
|
|
101 Montgomery St |
|
|
|
|
|
|
|
|
|
San Francisco CA 94104-4151 |
|
|
19.51 |
% |
|
51,093.369 |
|
|
|||||||||
|
|
Pershing LLC |
|
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
26.65 |
% |
|
69,812.506 |
|
|
|||||||||
|
|
Teachers Insurance & Annuity Assoc |
|
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
|
Mail Stop 730/06/03 |
|
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
38.50 |
% |
|
100,842.073 |
|
Social Choice Bond FundRetirement Class |
|
|
|
|
|
|
|
||
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
13.03 |
% |
|
24,544.034 |
|
|
|||||||||
|
|
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust for IRA Clients |
|
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
33.43 |
% |
|
62,986.785 |
|
|
|||||||||
|
|
Teachers Insurance & Annuity Assoc |
|
|
|
|
|
|
|
|
|
Attn: Janice Carnicelli |
|
|
|
|
|
|
|
|
|
Mail Stop 730/06/03 |
|
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
53.54 |
% |
|
100,888.680 |
|
Tax-Exempt Bond FundInstitutional Class |
|
|
|
|
|
|
|
||
|
|
SEI Private Trust Company |
|
|
|
|
|
|
|
|
|
c/o TIAA CREF |
|
|
|
|
|
|
|
|
|
Attn: Mutual Funds Administrator |
|
|
|
|
|
|
|
|
|
One Freedom Valley Dr |
|
|
|
|
|
|
|
|
|
Oaks PA 19456-9989 |
|
|
92.72 |
% |
|
828,034.984 |
|
Tax-Exempt Bond FundRetail Class |
|
|
|
|
|
|
|
||
|
|
Pershing LLC |
|
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
18.38 |
% |
|
6,529,330.551 |
|
Real Estate Securities FundInstitutional Class |
|
|
|
|
|
|
|
||
|
|
TIAA-CREF |
|
|
|
|
|
|
|
|
|
Individual & Institutional Serv Inc |
|
|
|
|
|
|
|
|
|
for Exclusive Benefit Of Customers |
|
|
|
|
|
|
|
|
|
Attn: Patrick Nelson |
|
|
|
|
|
|
|
|
|
730 3rd Ave |
|
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
5.61 |
% |
|
3,717,992,418 |
|
|
|||||||||
|
|
TIAA-CREF Mn Fund Of Funds # 1841 |
|
|
|
|
|
|
|
|
|
c/o TFI J Delgrande/D Medina-Sustac |
|
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
6.47 |
% |
|
4,286,533.597 |
|
|
|||||||||
|
|
SSB&T Co Cust/FBO Chet #2279 |
|
|
|
|
|
|
|
|
|
Age Based 8-11 |
|
|
|
|
|
|
|
|
|
c/o TFI J Delgrande/D Medina-Sustache |
|
|
|
|
|
|
|
|
|
730 3rd Ave MSC 730/16/03 |
|
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
6.78 |
% |
|
4,492,575.726 |
|
|
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-43 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
|
Percentage
|
|
Shares |
|
|||
|
|
SSB&T Co Cust/FBO Mesp #2336 |
|
|
|
|
|
|
|
|
|
Moderate Age-Based Option 9-10 |
|
|
|
|
|
|
|
|
|
c/o TFI J Delgrande/D Medina-Sustache |
|
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
13.70 |
% |
|
9,078,291.144 |
|
|
|||||||||
|
|
Tuition Financing Inc Cust FBO |
|
|
|
|
|
|
|
|
|
Scholarshare College Savings Plan |
|
|
|
|
|
|
|
|
|
Passive Moderate Growth Portfolio |
|
|
|
|
|
|
|
|
|
Joe Delgrande & D Medina-Sustache |
|
|
|
|
|
|
|
|
|
730 3rd Ave Mail Stop 730/16/03 |
|
|
|
|
|
|
|
|
|
New York NY 10017-3206 |
|
|
19.72 |
% |
|
13,067,246.005 |
|
|
|||||||||
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
32.70 |
% |
|
21,663,927.163 |
|
Real Estate Securities FundPremier Class |
|
|
|
|
|
|
|
||
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
99.81 |
% |
|
4,720,725.305 |
|
Real Estate Securities FundRetail Class |
|
|
|
|
|
|
|
||
|
|
Pershing LLC |
|
|
|
|
|
|
|
|
|
PO Box 2052 |
|
|
|
|
|
|
|
|
|
Jersey City NJ 07303-2052 |
|
|
6.14 |
% |
|
879,840.201 |
|
|
|||||||||
|
|
Charles Schwab & Co Inc |
|
|
|
|
|
|
|
|
|
Attn: Mutual Funds |
|
|
|
|
|
|
|
|
|
101 Montgomery St |
|
|
|
|
|
|
|
|
|
San Francisco CA 94104-4151 |
|
|
12.82 |
% |
|
1,837,331.600 |
|
Real Estate Securities FundRetirement Class |
|
|
|
|
|
|
|
||
|
|
JPMorgan Chase Bank TTEE/Cust FBO |
|
|
|
|
|
|
|
|
|
Ret Plans with TIAA as Recordkeeper |
|
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
37.47 |
% |
|
7,103,944.920 |
|
|
|||||||||
|
|
JPMorgan Chase Bank NA FBO |
|
|
|
|
|
|
|
|
|
TIAA-CREF Trust Co as Cust for |
|
|
|
|
|
|
|
|
|
IRA Clients |
|
|
|
|
|
|
|
|
|
Attn: DC Plan Service Team |
|
|
|
|
|
|
|
|
|
4 New York Plz Fl 17 |
|
|
|
|
|
|
|
|
|
New York NY 10004-2413 |
|
|
57.68 |
% |
|
10,934,983.725 |
|
|
|
The current trustees and officers of the Trust, as a group, beneficially or of record own less than 1% of the shares of each of the classes of the Funds as of March 13, 2013. |
Any person owning more than 25% of each Funds shares may be considered a controlling person of that Fund. A controlling persons vote could have a more significant effect on matters presented to shareholders for approval than the vote of other Fund shareholders. |
|
|
|
|
B-44 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
Waived |
|
Net |
|
|||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||
|
|
Fiscal year
|
|
Fiscal year
|
|
Fiscal year
|
|
Fiscal year
|
|
Fiscal year
|
|
Fiscal year
|
|
Fiscal year
|
|
Fiscal year
|
|
Fiscal year
|
|
|||||||||
Emerging Markets Equity Fund |
|
$ |
4,223,196 |
|
$ |
2,506,846 |
|
$ |
182,844 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
4,223,196 |
|
$ |
2,506,846 |
|
$ |
182,844 |
|
Emerging Markets Equity Index Fund |
|
$ |
338,505 |
|
$ |
206,927 |
|
$ |
25,620 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
338,505 |
|
$ |
206,927 |
|
$ |
25,620 |
|
Enhanced International Equity Index Fund |
|
$ |
2,795,612 |
|
$ |
2,418,927 |
|
$ |
204,572 |
|
$ |
|
|
$ |
13,535 |
|
$ |
1, 497 |
|
$ |
2,795,612 |
|
$ |
2,405,137 |
|
$ |
203,075 |
|
Enhanced Large-Cap Growth Index Fund |
|
$ |
3,316,435 |
|
$ |
2,816,694 |
|
$ |
227,024 |
|
$ |
|
|
$ |
80,182 |
|
$ |
11,199 |
|
$ |
3,316,435 |
|
$ |
2,736,512 |
|
$ |
215,825 |
|
Enhanced Large-Cap Value Index Fund |
|
$ |
3,258,712 |
|
$ |
2,722,318 |
|
$ |
222,593 |
|
$ |
|
|
$ |
72,611 |
|
$ |
10,566 |
|
$ |
3,258,712 |
|
$ |
2,649,707 |
|
$ |
212,027 |
|
Equity Index Fund |
|
$ |
1,446,807 |
|
$ |
900,124 |
|
$ |
69,348 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
1,446,807 |
|
$ |
900,124 |
|
$ |
69,348 |
|
Global Natural Resources Fund |
|
$ |
1,226,628 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
1,226,628 |
|
$ |
|
|
$ |
|
|
Growth & Income Fund |
|
$ |
11,389,962 |
|
$ |
9,266,684 |
|
$ |
663,146 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
11,389,962 |
|
$ |
9,266,684 |
|
$ |
663,146 |
|
International Equity Fund |
|
$ |
12,284,083 |
|
$ |
12,633,024 |
|
$ |
996,974 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
12,284,083 |
|
$ |
12,633,024 |
|
$ |
996,974 |
|
International Equity Index Fund |
|
$ |
1,219,811 |
|
$ |
957,199 |
|
$ |
66,531 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
1,219,811 |
|
$ |
957,199 |
|
$ |
66,531 |
|
Large-Cap Growth Fund |
|
$ |
6,600,242 |
|
$ |
5,212,716 |
|
$ |
349,767 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
6,600,242 |
|
$ |
5,212,716 |
|
$ |
349,767 |
|
Large-Cap Growth Index Fund |
|
$ |
380,116 |
|
$ |
287,377 |
|
$ |
20,911 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
380,116 |
|
$ |
287,377 |
|
$ |
20,911 |
|
Large-Cap Value Fund |
|
$ |
11,135,203 |
|
$ |
8,976,359 |
|
$ |
617,882 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
11,135,203 |
|
$ |
8,976,359 |
|
$ |
617,882 |
|
Large-Cap Value Index Fund |
|
$ |
394,187 |
|
$ |
315,011 |
|
$ |
22,288 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
394,187 |
|
$ |
315,011 |
|
$ |
22,288 |
|
Mid-Cap Growth Fund |
|
$ |
5,960,523 |
|
$ |
5,670,282 |
|
$ |
385,163 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
5,960,523 |
|
$ |
5,670,282 |
|
$ |
385,163 |
|
Mid-Cap Value Fund |
|
$ |
12,875,731 |
|
$ |
11,207,152 |
|
$ |
803,192 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
12,875,731 |
|
$ |
11,207,152 |
|
$ |
803,192 |
|
Small-Cap Blend Index Fund |
|
$ |
333,033 |
|
$ |
337,906 |
|
$ |
24,616 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
333,033 |
|
$ |
337,906 |
|
$ |
24,616 |
|
Small-Cap Equity Fund |
|
$ |
6,994,707 |
|
$ |
5,849,275 |
|
$ |
395,209 |
|
$ |
386,653 |
|
$ |
394,095 |
|
$ |
33,810 |
|
$ |
6,608,054 |
|
$ |
5,455,180 |
|
$ |
361,399 |
|
Social Choice Equity Fund |
|
$ |
1,793,650 |
|
$ |
1,594,168 |
|
$ |
116,878 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
1,793,650 |
|
$ |
1,594,168 |
|
$ |
116,878 |
|
S&P 500 Index Fund |
|
$ |
566,266 |
|
$ |
471,376 |
|
$ |
37,571 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
566,266 |
|
$ |
471,376 |
|
$ |
37,571 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-Income and Real Estate Securities Funds |
|||||||||||||||||||||
|
|
Gross |
|
|
Waived |
|
|
Net |
|
||||||||||||
|
|
|
|
||||||||||||||||||
|
|
Fiscal year
|
|
Fiscal period
|
|
|
Fiscal year
|
|
Fiscal period
|
|
|
Fiscal year
|
|
Fiscal period
|
|
||||||
Bond Fund |
|
$ |
6,080,572 |
|
$ |
3,134,521 |
|
|
$ |
|
|
$ |
|
|
|
$ |
6,080,572 |
|
$ |
3,134,521 |
|
Bond Index Fund |
|
$ |
1,990,129 |
|
$ |
575,506 |
|
|
$ |
|
|
$ |
|
|
|
$ |
1,990,129 |
|
$ |
575,506 |
|
Bond Plus Fund |
|
$ |
2,927,836 |
|
$ |
1,073,519 |
|
|
$ |
|
|
$ |
|
|
|
$ |
2,927,836 |
|
$ |
1,073,519 |
|
High-Yield Fund |
|
$ |
3,640,730 |
|
$ |
1,428,714 |
|
|
$ |
|
|
$ |
|
|
|
$ |
3,640,730 |
|
$ |
1,428,714 |
|
Inflation-Linked Bond Fund |
|
$ |
3,366,927 |
|
$ |
1,336,294 |
|
|
$ |
|
|
$ |
|
|
|
$ |
3,366,927 |
|
$ |
1,336,294 |
|
Money Market Fund |
|
$ |
1,057,679 |
|
$ |
557,763 |
|
|
$ |
|
|
$ |
|
|
|
$ |
1,057,679 |
|
$ |
557,763 |
|
Short-Term Bond Fund |
|
$ |
1,719,062 |
|
$ |
644,432 |
|
|
$ |
|
|
$ |
|
|
|
$ |
1,719,062 |
|
$ |
644,432 |
|
Tax-Exempt Bond Fund |
|
$ |
961,727 |
|
$ |
465,438 |
|
|
$ |
|
|
$ |
|
|
|
$ |
961,727 |
|
$ |
465,438 |
|
Real Estate Securities Fund |
|
$ |
4,420,487 |
|
$ |
1,877,971 |
|
|
$ |
|
|
$ |
|
|
|
$ |
4,420,487 |
|
$ |
1,877,971 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-Income and Real Estate Securities Funds |
|||||||||||||||||||||
|
|
Gross |
|
|
Waived |
|
|
Net |
|
||||||||||||
|
|
|
|
||||||||||||||||||
|
|
Fiscal year
|
|
Fiscal year
|
|
|
Fiscal year
|
|
Fiscal year
|
|
|
Fiscal year
|
|
Fiscal year
|
|
||||||
Bond Fund |
|
$ |
7,777,399 |
|
$ |
5,713,898 |
|
|
$ |
|
|
$ |
|
|
|
$ |
7,777,399 |
|
$ |
5,713,898 |
|
Bond Index Fund |
|
$ |
155,271 |
|
$ |
4,348 |
|
|
$ |
|
|
$ |
|
|
|
$ |
155,271 |
|
$ |
4,348 |
|
Bond Plus Fund |
|
$ |
1,645,632 |
|
$ |
1,426,006 |
|
|
$ |
|
|
$ |
|
|
|
$ |
1,645,632 |
|
$ |
1,426,006 |
|
High-Yield Fund |
|
$ |
2,086,448 |
|
$ |
1,264,102 |
|
|
$ |
|
|
$ |
|
|
|
$ |
2,086,448 |
|
$ |
1,264,102 |
|
Inflation-Linked Bond Fund |
|
$ |
2,581,668 |
|
$ |
1,964,171 |
|
|
$ |
|
|
$ |
|
|
|
$ |
2,581,668 |
|
$ |
1,964,171 |
|
Money Market Fund |
|
$ |
1,251,950 |
|
$ |
1,465,772 |
|
|
$ |
|
|
$ |
|
|
|
$ |
1,251,950 |
|
$ |
1,465,772 |
|
Short-Term Bond Fund |
|
$ |
880,465 |
|
$ |
626,610 |
|
|
$ |
|
|
$ |
|
|
|
$ |
880,465 |
|
$ |
626,610 |
|
Tax-Exempt Bond Fund |
|
$ |
863,685 |
|
$ |
739,845 |
|
|
$ |
|
|
$ |
|
|
|
$ |
863,685 |
|
$ |
739,845 |
|
Real Estate Securities Fund |
|
$ |
2,811,622 |
|
$ |
1,622,679 |
|
|
$ |
|
|
$ |
|
|
|
$ |
2,811,622 |
|
$ |
1,622,679 |
|
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
Fund Administration Fees |
|
|
Compliance Fees |
|
|
||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||
Fund Name |
|
9/30/10 |
|
10/30/10 |
|
10/31/11 |
|
10/31/12 |
|
|
9/30/10 |
|
10/31/10 |
|
10/31/11 |
|
10/31/12 |
|
|
||||||||
Emerging Markets Equity Fund |
|
$ |
|
|
$ |
1,400 |
|
$ |
20,638 |
|
$ |
29,442 |
|
|
$ |
|
|
$ |
421 |
|
$ |
7,003 |
|
$ |
14,573 |
|
|
Emerging Markets Equity Index Fund |
|
$ |
|
|
$ |
1,359 |
|
$ |
10,422 |
|
$ |
14,303 |
|
|
$ |
|
|
$ |
420 |
|
$ |
3,522 |
|
$ |
7,130 |
|
|
Enhanced International Equity Index Fund |
|
$ |
36,723 |
|
$ |
3,694 |
|
$ |
38,230 |
|
$ |
37,968 |
|
|
$ |
14,890 |
|
$ |
1,066 |
|
$ |
12,851 |
|
$ |
18,881 |
|
|
Enhanced Large-Cap Growth Index Fund |
|
$ |
51,375 |
|
$ |
5,063 |
|
$ |
57,154 |
|
$ |
57,412 |
|
|
$ |
20,482 |
|
$ |
1,548 |
|
$ |
19,204 |
|
$ |
28,486 |
|
|
Enhanced Large-Cap Value Index Fund |
|
$ |
50,913 |
|
$ |
5,123 |
|
$ |
55,198 |
|
$ |
55,978 |
|
|
$ |
20,281 |
|
$ |
1,566 |
|
$ |
18,629 |
|
$ |
27,698 |
|
|
Equity Index Fund |
|
$ |
142,707 |
|
$ |
12,140 |
|
$ |
160,334 |
|
$ |
218,053 |
|
|
$ |
58,594 |
|
$ |
3,326 |
|
$ |
54,268 |
|
$ |
107,668 |
|
|
Global Natural Resources Fund |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
10,848 |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
5,346 |
|
|
Growth & Income Fund |
|
$ |
131,848 |
|
$ |
10,836 |
|
$ |
149,648 |
|
$ |
156,045 |
|
|
$ |
53,045 |
|
$ |
3,022 |
|
$ |
50,494 |
|
$ |
77,397 |
|
|
International Equity Fund |
|
$ |
175,789 |
|
$ |
14,939 |
|
$ |
188,332 |
|
$ |
146,938 |
|
|
$ |
71,822 |
|
$ |
4,164 |
|
$ |
63,243 |
|
$ |
73,558 |
|
|
International Equity Index Fund |
|
$ |
123,882 |
|
$ |
12,726 |
|
$ |
171,818 |
|
$ |
180,320 |
|
|
$ |
49,918 |
|
$ |
3,758 |
|
$ |
57,748 |
|
$ |
90,073 |
|
|
Large-Cap Growth Fund |
|
$ |
66,290 |
|
$ |
5,767 |
|
$ |
82,503 |
|
$ |
89,569 |
|
|
$ |
26,771 |
|
$ |
1,652 |
|
$ |
27,658 |
|
$ |
44,609 |
|
|
Large-Cap Growth Index Fund |
|
$ |
42,920 |
|
$ |
3,310 |
|
$ |
51,202 |
|
$ |
55,595 |
|
|
$ |
17,459 |
|
$ |
827 |
|
$ |
17,223 |
|
$ |
27,745 |
|
|
Large-Cap Value Fund |
|
$ |
110,714 |
|
$ |
10,722 |
|
$ |
144,970 |
|
$ |
151,710 |
|
|
$ |
44,027 |
|
$ |
3,073 |
|
$ |
48,718 |
|
$ |
75,394 |
|
|
Large-Cap Value Index Fund |
|
$ |
47,679 |
|
$ |
3,779 |
|
$ |
56,092 |
|
$ |
55,075 |
|
|
$ |
19,218 |
|
$ |
1,100 |
|
$ |
18,751 |
|
$ |
28,363 |
|
|
Mid-Cap Growth Fund |
|
$ |
68,301 |
|
$ |
5,677 |
|
$ |
89,733 |
|
$ |
78,041 |
|
|
$ |
27,547 |
|
$ |
1,578 |
|
$ |
30,154 |
|
$ |
39,004 |
|
|
Mid-Cap Value Fund |
|
$ |
143,693 |
|
$ |
13,563 |
|
$ |
183,181 |
|
$ |
176,631 |
|
|
$ |
57,269 |
|
$ |
3,945 |
|
$ |
61,553 |
|
$ |
87,943 |
|
|
Small-Cap Blend Index Fund |
|
$ |
56,706 |
|
$ |
3,882 |
|
$ |
61,092 |
|
$ |
49,067 |
|
|
$ |
23,766 |
|
$ |
1,054 |
|
$ |
20,501 |
|
$ |
24,544 |
|
|
Small-Cap Equity Fund |
|
$ |
66,158 |
|
$ |
5,851 |
|
$ |
92,189 |
|
$ |
92,758 |
|
|
$ |
26,414 |
|
$ |
1,619 |
|
$ |
30,981 |
|
$ |
46,191 |
|
|
Social Choice Equity Fund |
|
$ |
66,262 |
|
$ |
5,663 |
|
$ |
75,797 |
|
$ |
72,016 |
|
|
$ |
26,717 |
|
$ |
1,557 |
|
$ |
25,525 |
|
$ |
35,808 |
|
|
S&P 500 Index Fund |
|
$ |
99,101 |
|
$ |
6,834 |
|
$ |
82,938 |
|
$ |
84,964 |
|
|
$ |
40,336 |
|
$ |
1,756 |
|
$ |
27,808 |
|
$ |
42,322 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-Income and Real Estate Securities Funds |
|||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||
|
|
Fund Administration Fees |
|
|
Compliance Fees |
|
|
||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||
Fund Name |
|
9/30/09 |
|
9/30/10 |
|
3/31/11 |
|
3/31/12 |
|
|
9/30/09 |
|
9/30/10 |
|
3/31/11 |
|
3/31/12 |
|
|
||||||||
Bond Fund |
|
$ |
491,169 |
|
$ |
220,506 |
|
$ |
69,751 |
|
$ |
141,658 |
|
|
$ |
41,692 |
|
$ |
88,133 |
|
$ |
25,517 |
|
$ |
54,621 |
|
|
Bond Index Fund |
|
$ |
16 |
|
$ |
12,684 |
|
$ |
38,763 |
|
$ |
130,901 |
|
|
$ |
16 |
|
$ |
4,567 |
|
$ |
13,642 |
|
$ |
52,314 |
|
|
Bond Plus Fund |
|
$ |
120,568 |
|
$ |
44,844 |
|
$ |
24,730 |
|
$ |
66,762 |
|
|
$ |
8,380 |
|
$ |
18,026 |
|
$ |
8,527 |
|
$ |
25,853 |
|
|
High-Yield Fund |
|
$ |
89,193 |
|
$ |
48,898 |
|
$ |
28,845 |
|
$ |
69,864 |
|
|
$ |
5,274 |
|
$ |
19,549 |
|
$ |
9,858 |
|
$ |
27,297 |
|
|
Inflation-Linked Bond Fund |
|
$ |
172,701 |
|
$ |
77,017 |
|
$ |
37,778 |
|
$ |
92,861 |
|
|
$ |
12,388 |
|
$ |
30,548 |
|
$ |
12,917 |
|
$ |
36,453 |
|
|
Money Market Fund |
|
$ |
388,338 |
|
$ |
99,773 |
|
$ |
41,703 |
|
$ |
70,598 |
|
|
$ |
35,691 |
|
$ |
38,764 |
|
$ |
8,856 |
|
$ |
32,521 |
|
|
Short-Term Bond Fund |
|
$ |
62,961 |
|
$ |
28,497 |
|
$ |
18,272 |
|
$ |
46,820 |
|
|
$ |
1,811 |
|
$ |
11,205 |
|
$ |
6,290 |
|
$ |
18,293 |
|
|
Tax-Exempt Bond Fund |
|
$ |
64,410 |
|
$ |
23,464 |
|
$ |
11,302 |
|
$ |
21,845 |
|
|
$ |
3,164 |
|
$ |
9,370 |
|
$ |
3,853 |
|
$ |
8,466 |
|
|
Real Estate Securities Fund |
|
$ |
76,850 |
|
$ |
46,066 |
|
$ |
26,464 |
|
$ |
59,693 |
|
|
$ |
3,092 |
|
$ |
18,268 |
|
$ |
9,108 |
|
$ |
23,082 |
|
|
|
SERVICE AGREEMENTS |
|
Retirement Class Service Agreement |
|
The Trust, on behalf of each Fund that offers Retirement Class Shares (as described in the Funds Prospectus), has entered into a service agreement with Advisors pursuant to which Advisors provides or arranges for the provision of administrative and shareholder services for the Retirement Class shares, including services associated with maintenance of Retirement Class shares on retirement plan and other platforms (the Retirement Class Service Agreement). The service fees attributable to the Retirement Class Service Agreement are set forth in the table below on the following page. |
For the services rendered, the facilities furnished and expenses assumed by Advisors, each Fund pays Advisors at the end of each calendar month a fee for the Fund calculated as a percentage of the daily net assets attributable to Retirement Class Shares of the Fund. |
|
|
The annual rates under the Retirement Class Service Agreement, as well as the fees paid under the Agreement, for each of the Equity Funds for the prior fiscal year ended September 30, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Fees for fiscal year or period ended |
|
|||||||||||
|
|
|
|
|
||||||||||||
Name of Fund |
Current Service
|
|
Sept. 30,
|
|
Oct. 31,
|
|
Oct. 31,
|
|
Oct. 31,
|
|
||||||
Emerging Markets Equity Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
% |
$ |
|
|
$ |
457 |
|
$ |
9,752 |
|
$ |
20,640 |
|
Growth & Income Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
1,428,600 |
|
|
115,432 |
|
|
1,274,244 |
|
|
1,228,257 |
|
International Equity Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
2,673,424 |
|
|
242,749 |
|
|
2,628,348 |
|
|
1,805,420 |
|
Large-Cap Growth Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
100,937 |
|
|
8,496 |
|
|
136,360 |
|
|
250,331 |
|
Large-Cap Growth Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
422,419 |
|
|
34,903 |
|
|
451,982 |
|
|
540,839 |
|
Large-Cap Value Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
1,887,995 |
|
|
174,345 |
|
|
2,055,214 |
|
|
1,901,445 |
|
Mid-Cap Growth Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
1,467,462 |
|
|
130,901 |
|
|
1,652,975 |
|
|
1,283,593 |
|
Mid-Cap Value Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
3,083,491 |
|
|
287,654 |
|
|
3,506,470 |
|
|
3,075,452 |
|
Small-Cap Equity Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
1,044,816 |
|
|
105,037 |
|
|
1,388,557 |
|
|
1,246,717 |
|
|
|
|
|
B-46 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Fees for fiscal year or period ended |
|
|||||||||||
|
|
|
|
|
||||||||||||
Name of Fund* |
Current Service
|
|
Sept. 30,
|
|
Oct. 31,
|
|
Oct. 31,
|
|
Oct. 31,
|
|
||||||
Emerging Markets Equity Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
% |
$ |
|
|
$ |
456 |
|
$ |
13,063 |
|
$ |
40,521 |
|
Equity Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
687,963 |
|
|
53,676 |
|
|
597,731 |
|
|
528,185 |
|
Global Natural Resources Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
|
|
|
|
|
|
|
|
|
21,931 |
|
International Equity Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
1,957,402 |
|
|
173,090 |
|
|
1,920,064 |
|
|
1,562,450 |
|
Large-Cap Value Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
457,760 |
|
|
37,820 |
|
|
499,821 |
|
|
522,860 |
|
Small-Cap Blend Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
910,407 |
|
|
83,528 |
|
|
1,016,019 |
|
|
821,354 |
|
Social Choice Equity Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
1,030,801 |
|
|
90,656 |
|
|
1,036,801 |
|
|
842,449 |
|
S&P 500 Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
825,036 |
|
|
73,394 |
|
|
916,325 |
|
|
947,395 |
|
|
|
* |
The Institutional, Retail and Premier classes of the Equity Funds are not currently subject to the Retirement Class Service Agreement. |
|
Note that the International Opportunities Fund is not included in the chart above since it is newly operational. However, the Retirement Class of this Fund is subject to the Retirement Class Service Agreement. |
The annual rates under the Retirement Class Service Agreement, as well as the fees paid under the Agreement, for each of the Fixed-Income and Real Estate Securities Funds (except for the Social Choice Bond Fund, which was not then operational) for the prior fiscal years ended September 30, 2009 and 2010, the prior six-month fiscal period ended March 31, 2011 and the fiscal year ended March 31, 2012 are set forth in the table below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Fees for fiscal year or period ended |
|
|||||||||||
|
|
|
|
|
||||||||||||
Name of Fund* |
Current Service
|
|
Sept. 30,
|
|
Sept. 30,
|
|
Mar. 31,
|
|
Mar. 31,
|
|
||||||
Bond Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
% |
|
$144,152 |
|
$ |
529,437 |
|
$ |
309,912 |
|
$ |
740,399 |
|
Bond Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
110 |
|
|
3,877 |
|
|
3,128 |
|
|
51,841 |
|
Bond Plus Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
83,043 |
|
|
191,392 |
|
|
100,518 |
|
|
209,416 |
|
High-Yield Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
148,521 |
|
|
378,354 |
|
|
206,795 |
|
|
441,718 |
|
Inflation-Linked Bond Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
199,374 |
|
|
408,038 |
|
|
211,204 |
|
|
522,940 |
|
Money Market Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
379,727 |
|
|
286,207 |
|
|
86,791 |
|
|
180,120 |
|
Short-Term Bond Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
86,759 |
|
|
252,709 |
|
|
157,099 |
|
|
388,748 |
|
Real Estate Securities Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
266,606 |
|
|
542,664 |
|
|
338,108 |
|
|
616,791 |
|
|
|
* |
The Institutional, Retail and Premier classes of the Fixed-Income and Real Estate Securities Funds are not currently subject to the service agreement. |
|
Note that the Social Choice Bond Fund is not included in the chart above since it is newly operational. However, the Retirement Class of this Fund is subject to the Retirement Class Service Agreement. |
|
|
|
UNDERWRITER |
|
|
TPIS, 730 Third Avenue, New York, NY 10017-3206, is considered the principal underwriter for the Trust. Shares of the Funds are offered on a continuous basis with no sales load. Pursuant to a Distribution Agreement with the Trust, TPIS has the right to distribute shares of the Funds from year to year, subject to annual approval of the Distribution Agreement by the Board of Trustees. TPIS may enter into selling agreements with one or more broker-dealers, which may or may not be affiliated with TPIS, to provide distribution-related services and shareholder services to the Funds. |
|
|
CUSTODIAN, TRANSFER AGENT AND FUND ACCOUNTING AGENT |
|
|
State
Street Bank and Trust Company (State Street), 1776 Heritage Drive, Quincy,
MA 02171 acts as custodian for the Funds. As custodian, State Street is
responsible for the safekeeping of the Funds portfolio securities. State
Street also acts as fund accounting agent for the Funds.
|
|
|
Boston
Financial Data Services, Inc., 2 Heritage Drive, Quincy, MA 02171, acts as
the transfer and dividend-paying agent for the Funds.
|
|
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
|
|
PricewaterhouseCoopers,
LLP, 125 High Street, Boston, MA 02110 serves as the independent registered
public accounting firm of the Trust and audited: (i) the Equity Funds
financial statements for the fiscal year ended October 31, 2012 (except the
International Opportunities Fund, which is newly operational) and (ii) the
Fixed-Income and Real Estate Securities Funds financial statements for the
fiscal year ended March 31, 2012 (except for the Social Choice Bond Fund
which was not then operational).
|
|
|
|
|
The
Trust and TPIS have adopted Codes of Ethics under Rule 17j-1 of the 1940 Act
and Advisors has adopted a Code of Ethics under Rule 204A-1 of the Advisers
Act. These codes govern the personal trading activities of certain employees,
or access persons, and members of their households. While these individuals
may invest in securities that may also be purchased or held by the Funds,
they must also generally pre-clear and report all transactions involving
securities covered under the codes. In addition, access persons must
generally send duplicates of all transaction confirmations and other
brokerage account reports to a special compliance unit for review.
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|
|
TIAA-CREF Funds § Statement of Additional Information |
B-47 |
|
|
I NFORMATION ABOUT THE FUNDS PORTFOLIO MANAGEMENT
STRUCTURE OF COMPENSATION FOR PORTFOLIO MANAGERS
|
|
Equity portfolio managers are compensated through a combination of base salary, annual performance awards and long-term compensation awards. Currently, the annual performance awards and long-term compensation awards are determined using three variables: investment performance (60% weighting), rankings versus Morningstar peers (30%) and management/peer reviews (10% weighting). |
Fixed-income portfolio managers are compensated through a combination of base salary, annual performance awards, and long-term compensation awards. Currently, the annual performance awards and long-term compensation are determined by performance ratings which are reflective of investment performance (65%), peer review (15%), and manager-subjective ratings (20%). |
|
|
The variable component of a portfolio managers compensation is remunerated as: (1) a current year cash bonus; and (2) a long-term performance award, which is on a 3-year cliff vesting cycle. Fifty percent (50%) of the long-term award is based on the Fund(s) managed by the portfolio manager during the 3-year vesting period, while the value of the remainder of the long-term |
|
award is based on the performance of the TIAA-CREF organization as a whole. |
|
|
Risk-adjusted investment performance is calculated, where records are available, over five and three years, each ending December 31. For each year, the gross excess return (on a before-tax basis) of a portfolio managers mandate(s) is calculated versus each mandates assigned benchmark. Please see the Funds prospectuses for more information regarding their benchmark indices. This five- and three-year investment performance is averaged. This effectively results in a weight of 26.7% for the most recent year, 26.7% for the second year, 26.7% for the third year and 10% for each of the fourth and fifth years. |
Performance relative to peers is evaluated using Morningstar percentile rankings with a 50% weighting on the 3-year ranking and 50% on the 5-year ranking. |
|
|
Utilizing the three variables discussed above (investment performance, peer ratings and manager assessment), total compensation is calculated and then compared to the compensation data obtained from surveys that include comparable investment firms. It should be noted that the total compensation can be increased or decreased based on the performance of the equity or fixed-income group (as applicable) as a unit and the relative success of the TIAA-CREF organization in achieving its financial and operational objectives. |
ADDITIONAL INFORMATION REGARDING PORTFOLIO MANAGERS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed |
|
Total Assets In Accounts Managed (millions) |
|
|
|
||||
|
|
|
|
|
|
||||||
Name of Portfolio Manager |
|
Registered
|
|
Other
Pooled
|
|
Registered
|
|
Other
Pooled
|
|
Dollar
Range of Equity
|
|
Emerging Markets Equity Fund |
|
|
|
|
|
|
|
|
|
|
|
Alex Muromcew |
|
1 |
|
0 |
|
$15,339 |
|
$0 |
|
$10,00150,000 |
|
Emerging Markets Equity Index Fund |
|
|
|
|
|
|
|
|
|
|
|
Phillip James (Jim) Campagna, CFA |
|
12 |
|
0 |
|
$38,761 |
|
$0 |
|
$0 |
|
Anne Sapp, CFA |
|
12 |
|
0 |
|
$38,761 |
|
$0 |
|
$110,000 |
|
Enhanced International Equity Index Fund |
|
|
|
|
|
|
|
|
|
|
|
Pablo Mitchell |
|
23 |
|
0 |
|
$12,864 |
|
$0 |
|
$10,00150,000 |
|
Steven Rossiello, CFA |
|
0 |
|
1 |
|
$637 |
|
$38 |
|
$100,001500,000 |
|
Enhanced Large-Cap Growth Index Fund |
|
|
|
|
|
|
|
|
|
|
|
Kelvin Zhang |
|
0 |
|
0 |
|
$1,007 |
|
$0 |
|
$50,001100,000* |
|
Enhanced Large-Cap Value Index Fund |
|
|
|
|
|
|
|
|
|
|
|
Michael S. Shing, CFA |
|
2 |
|
1 |
|
$2,786 |
|
$48 |
|
$50,001100,000 |
|
Pei Chen |
|
0 |
|
0 |
|
$1,049 |
|
$0 |
|
$10,00150,000 |
|
Equity Index Fund |
|
|
|
|
|
|
|
|
|
|
|
Philip James (Jim) Campagna, CFA |
|
12 |
|
0 |
|
$38,761 |
|
$0 |
|
$0 |
|
Anne Sapp, CFA |
|
12 |
|
0 |
|
$38,761 |
|
$0 |
|
$110,000 |
|
Global Natural Resources Fund |
|
|
|
|
|
|
|
|
|
|
|
Navaneel Ray |
|
0 |
|
0 |
|
$265 |
|
$0 |
|
$0 |
|
Growth & Income Fund |
|
|
|
|
|
|
|
|
|
|
|
Susan Kempler |
|
1 |
|
0 |
|
$2,990 |
|
$0 |
|
$500,0011,000,000 |
|
International Equity Fund |
|
|
|
|
|
|
|
|
|
|
|
Christopher F. Semenuk |
|
1 |
|
0 |
|
$2,960 |
|
$0 |
|
Over $1,000,000* |
|
International Equity Index Fund |
|
|
|
|
|
|
|
|
|
|
|
Philip James (Jim) Campagna, CFA |
|
12 |
|
0 |
|
$38,761 |
|
$0 |
|
$0 |
|
Anne Sapp, CFA |
|
12 |
|
0 |
|
$38,761 |
|
$0 |
|
$10,00150,000 |
|
|
|
B-48 |
Statement of Additional Information § TIAA-CREF Funds |
|
The following chart includes information relating to the portfolio managers listed in the prospectus, such as other accounts managed by them (registered investment companies and unregistered pooled investment vehicles), total assets in those accounts, and the dollar range of equity securities owned in each of the Fixed-Income and Real Estate Securities Funds they manage, as of March 31, 2012. Note that the Social Choice Bond Fund is not reflected in this chart as it was not effective as of the date of this chart.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed |
|
Total Assets In Accounts Managed (millions) |
|
|
|
||||
|
|
|
|
|
|
||||||
Name of Portfolio Manager |
|
Registered
|
|
Other
Pooled
|
|
Registered
|
|
Other
Pooled
|
|
Dollar
Range of Equity
|
|
Bond Fund |
|
|
|
|
|
|
|
|
|
|
|
John Cerra |
|
6 |
|
0 |
|
$29,421 |
|
$0 |
|
$10,00150,000 |
|
Joseph Higgins, CFA |
|
2 |
|
0 |
|
$15,905 |
|
$0 |
|
$10,00150,000 |
|
Steven Raab, CFA |
|
3 |
|
0 |
|
$26,941 |
|
$0 |
|
$10,00150,000 |
|
Bond Index Fund |
|
|
|
|
|
|
|
|
|
|
|
Lijun (Kevin) Chen, CFA |
|
0 |
|
0 |
|
$2,966 |
|
$0 |
|
$0 |
|
James Tsang, CFA |
|
0 |
|
0 |
|
$2,966 |
|
$0 |
|
$0 |
|
Bond Plus Fund |
|
|
|
|
|
|
|
|
|
|
|
John M. Cerra |
|
6 |
|
0 |
|
$29,421 |
|
$0 |
|
$10,00150,000 |
|
Kevin R. Lorenz, CFA |
|
1 |
|
0 |
|
$2,453 |
|
$0 |
|
$50,001100,000 |
|
William Martin |
|
0 |
|
0 |
|
$1,098 |
|
$0 |
|
$100,001500,000 |
|
High-Yield Fund |
|
|
|
|
|
|
|
|
|
|
|
Jean C. Lin, CFA |
|
0 |
|
0 |
|
$1,355 |
|
$0 |
|
$100,001500,000 |
|
Kevin R. Lorenz, CFA |
|
1 |
|
0 |
|
$2,453 |
|
$0 |
|
$500,0011,000,000 |
|
Inflation-Linked Bond Fund |
|
|
|
|
|
|
|
|
|
|
|
John M. Cerra |
|
6 |
|
0 |
|
$29,421 |
|
$0 |
|
$10,00150,000 |
|
Stephen Liberatore, CFA |
|
3 |
|
1 |
|
$22,998 |
|
$98 |
|
$0 |
|
Money Market Fund |
|
|
|
|
|
|
|
|
|
|
|
Michael F. Ferraro, CFA |
|
2 |
|
0 |
|
$13,064 |
|
$0 |
|
$0 |
|
Joseph Rolston |
|
1 |
|
0 |
|
$13,064 |
|
$0 |
|
$0 |
|
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-49 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed |
|
Total Assets In Accounts Managed (millions) |
|
|
|
||||
|
|
|
|
|
|
||||||
Name of Portfolio Manager |
|
Registered
|
|
Other
Pooled
|
|
Registered
|
|
Other
Pooled
|
|
Dollar
Range of Equity
|
|
|
|||||||||||
Short-Term Bond Fund |
|
|
|
|
|
|
|
|
|
|
|
John M. Cerra |
|
6 |
|
0 |
|
$29,421 |
|
$0 |
|
$10,00150,000 |
|
Richard Cheng |
|
0 |
|
0 |
|
$806 |
|
$0 |
|
$50,001100,000 |
|
|
|||||||||||
Tax-Exempt Bond Fund |
|
|
|
|
|
|
|
|
|
|
|
Stephen Liberatore, CFA |
|
3 |
|
1 |
|
$22,998 |
|
$98 |
|
$0 |
|
Barnet Sherman |
|
0 |
|
0 |
|
$350 |
|
$0 |
|
$110,000 |
|
|
|||||||||||
Real Estate Securities Fund |
|
|
|
|
|
|
|
|
|
|
|
David Copp |
|
1 |
|
0 |
|
$1,177 |
|
$0 |
|
$100,001500,000 |
|
Brendan W. Lee |
|
1 |
|
0 |
|
$1,177 |
|
$0 |
|
$100,001500,000 |
|
|
|
POTENTIAL CONFLICTS OF INTEREST OF ADVISORS AND PORTFOLIO MANAGERS |
|
Portfolio managers of the Funds may also manage other registered investment companies or unregistered investment pools and investment accounts, including accounts for TIAA or other proprietary accounts, which may raise potential conflicts of interest. Advisors has put in place policies and procedures designed to mitigate any such conflicts. Such conflicts and mitigating policies and procedures include the following: |
Conflicting Positions. Investment decisions made for the Funds may differ from, and may conflict with, investment decisions made by Advisors or its affiliated investment adviser, Investment Management, for other client or proprietary accounts due to differences in investment objectives, investment strategies, account benchmarks, client risk profiles and other factors. As a result of such differences, if an account were to sell a significant position in a security while a Fund maintained its position in that security, the market price of such securities could decrease and adversely impact the Funds performance. In the case of a short sale, the selling account would benefit from any decrease in price. |
Allocation of Investment Opportunities. Even where accounts have similar investment mandates as a Fund, Advisors may determine that investment opportunities, strategies or particular purchases or sales are appropriate for one or more other client or proprietary accounts, but not for the Fund, or are appropriate for the Fund but in different amounts, terms or timing than is appropriate for other client or proprietary accounts. As a result, the amount, terms or timing of an investment by a Fund may differ from, and performance may be lower than, investments and performance of other client or proprietary accounts. |
Aggregation and Allocation of Orders. Advisors may aggregate orders of the Funds and its other accounts (including proprietary accounts), and orders of client accounts managed by Investment Management, in each case consistent with Advisors policy to seek best execution for all orders. Although aggregating orders is a common means of reducing transaction costs for participating accounts, Advisors may be perceived as causing one client account, such as a Fund, to participate in an aggregated transaction in order to increase Advisors overall allocation of securities in that transaction or future transactions. Allocations of aggregated trades may also be perceived as creating an incentive for Advisors to disproportionately allocate securities expected to increase in value to certain client or proprietary accounts, at the expense of a Fund. In addition, a Fund may bear the risk of poten- |
|
tially higher transaction costs if aggregated trades are only partially filled or if orders are not aggregated at all. |
Advisors has adopted procedures designed to mitigate the foregoing conflicts of interest by treating each account, including the Funds, fairly and equitably over time in the allocation of investment opportunities and the aggregation and allocation of orders. The procedures also are designed to mitigate conflicts in potentially inconsistent trading and provide guidelines for trading priority. |
For example, in allocating investment opportunities, a portfolio manager considers an accounts or funds investment objectives, investment restrictions, cash position, need for liquidity, sector concentration and other objective criteria. In addition, orders for the same single security are generally aggregated with other orders for the same single security received at the same time. In the event the order is only partially filled, each participating account receives a pro rata share. Portfolio managers are also subject to restrictions on potentially inconsistent trading of single securities, although a portfolio manager may sell a single security short if the security is included in an accounts benchmark and the portfolio manager is underweight in that security relative to the accounts benchmark. Moreover, the procedures set forth guidelines under which trading for long sales of single securities over short sales of the same or closely related securities are monitored to ensure that the trades are treated fairly and equitably. Additionally, the Funds portfolio managers decisions for executing those trades are also monitored. |
Advisors procedures also address basket trades (trades in a wide variety of securities-on average approximately 100 different issuers) used in quantitative strategies. However, basket trades are generally not aggregated or subject to the same types of restrictions on potentially inconsistent trading as single security trades because basket trades are tailored to a particular index or model portfolio based on the risk profile of a particular account pursuing a particular quantitative strategy. In addition, basket trades are not subject to the same monitoring as single-security trades because an automated and systematic process is used to execute trades; however, the Funds portfolio managers decisions for executing those trades are monitored. |
Research. Advisors allocates brokerage commissions to brokers who provide execution and research services for the Funds and some or all of Advisors other clients. Such research services may not always be utilized in connection with the Funds or other client accounts that may have provided the commission or a portion of the commission paid to the broker providing the serv- |
|
|
|
|
B-50 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
ices. Advisors is authorized to pay, on behalf of the Funds, higher brokerage fees than another broker might have charged in recognition of the value of brokerage or research services provided by the broker. Advisors has adopted procedures with respect to these so-called soft dollar arrangements, including the use of brokerage commissions to pay for in-house and non-proprietary research, the process for allocating brokerage, and Advisors practices regarding the use of third party soft dollars. |
IPO Allocation. Advisors has adopted procedures designed to ensure that it allocates initial public offerings to the Funds and Advisors other clients in a fair and equitable manner, consistent with its fiduciary obligations to its clients. |
Compensation. The compensation paid to Advisors for managing the Funds, as well as certain other clients, is based on a percentage of assets under management, whereas the compensation paid to Advisors for managing certain other clients is based on cost. However, no client currently pays Advisors a performance-based fee. Nevertheless, Advisors may be perceived as having an incentive to allocate securities that are expected to increase in value to accounts in which Advisors has a proprietary interest or to certain other accounts in which Advisors receives a larger asset-based fee. |
|
|
The Trust was organized as a Delaware statutory trust on April 15, 1999. A copy of the Trusts Certificate of Trust, dated April 15, 1999, as amended, is on file with the Office of the Secretary of State of the State of Delaware. As a Delaware statutory trust, the Trusts operations are governed by its Declaration of Trust. Upon the initial purchase of shares of beneficial interest in the Funds, each shareholder agrees to be bound by the Declaration of Trust, as amended from time to time. |
|
CLASS STRUCTURE |
|
The Trust offers four classes of shares (Retirement Class, Premier Class, Institutional Class and Retail Class), which have the distribution and service fee arrangements described below. Each Fund may not offer all classes of shares. |
Retail Class Shares. Retail Class shares of the Funds are offered to many different types of investors, but are particularly aimed at individual investors. Minimum initial and subsequent investment requirements will apply to certain Retail Class investors, as well as a small account maintenance fee. Retail Class shares are subject to a distribution (12b-1) plan pursuant to which they may compensate TPIS for its activities associated with distributing, promoting and/or servicing Retail Class shares of the Funds at an annual rate of 0.25% of average daily net assets. |
Retirement Class Shares. Retirement Class shares of the Funds are offered primarily through accounts established by or on behalf of employers, or the trustees of plans sponsored by or on behalf of employers, in connection with certain employee benefit plans (the plan(s)), such as plans described in section 401(a) (including 401(k) and Keogh plans), 403(b) or 457 of the Code. Retirement Class shares also may be available through custody accounts sponsored or administered by TIAA-CREF that are established by individuals as Individual Retirement Accounts (IRAs) pursuant to section 408 of the Code. |
|
Additionally, Retirement Class shares may be available through certain intermediaries who have entered into a contract or arrangement with the Funds or their investment adviser or distributor that enables the intermediaries to purchase this class of shares. This class is subject to a service fee paid to Advisors for providing or arranging for the provision of certain administrative and shareholder services. |
Premier Class Shares. Premier Class shares of the Funds are offered primarily through accounts established by employers, or the trustees of plans sponsored by or on behalf of employers, in connection with certain employee benefit plans (the plan(s)), such as plans described in section 401(a) (including 401(k) and Keogh plans), 403(b) (7) or 457 of the Code. Premier Class shares also may be available through custody accounts established by individuals as IRAs pursuant to section 408 of the Code. Additionally, Premier Class shares may be available through certain intermediaries who have entered into a contract or arrangement with the Funds or their investment adviser or distributor that enables the intermediaries to make available this class of shares. Premier Class shares are subject to a distribution (12b-1) plan pursuant to which they may compensate TPIS for distributing, promoting and/or servicing Premier Class shares at an annual rate of 0.15% of average daily net assets. |
Institutional Class Shares. Institutional Class shares of the Funds are only available for purchase by or through certain intermediaries affiliated with TIAA-CREF (TIAA-CREF Intermediaries) or other unaffiliated persons or intermediaries, such as state-sponsored tuition savings plans, or employer-sponsored employee benefit plans, who have entered into a contract or arrangement with a TIAA-CREF Intermediary that enables them to purchase shares of the Funds, or other affiliates of TIAA-CREF or other persons that the Trust may approve from time to time. Under certain circumstances, this class may be available through accounts established by employers, or the trustees of plans sponsored by employers, through TIAA-CREF in connection with certain employee benefit plans, such as 401(a) (including 401(k) and Keogh plans), 403(a), 403(b) and 457 plans, or through custody accounts established by individuals through TIAA-CREF as IRAs. Minimum initial investment requirements will apply to certain investors in Institutional Class shares. |
Shareholders investing through such plans may have to pay additional expenses related to the administration of such plans. |
|
DISTRIBUTION (12b-1) PLANS |
|
|
The Board of Trustees has adopted a distribution plan with respect to Retail Class shares and a distribution plan with respect to Premier Class shares offered by the Funds (collectively, the Distribution Plans) pursuant to Rule 12b-1 under the 1940 Act. |
Under the Retail Class Distribution Plan (Retail Compensation Plan), each Fund compensates TPIS for certain services that TPIS provides in connection with the promotion, distribution and/or shareholder servicing of Retail Class shares. Prior to January 1, 2013, certain Funds were subject to a separate Retail Class Distribution Plan (Retail Reimbursement Plan) wherein such Funds reimbursed TPIS for all or part of certain expenses that TPIS incurred in connection with its promotion, distribution and/or shareholder servicing of the Funds Retail Class shares. Reimbursements by a Fund under the Retail Reimbursement Plan |
|
|
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-51 |
|
|
were calculated daily and paid quarterly up to a rate or rates approved from time to time by the Board, provided that no rate exceeded the annual rate of 0.25% of the average daily net assets of the Retail Class of the Fund. |
|
|
Under the Premier Class Distribution Plan (the Premier Class Distribution Plan), each Fund compensates TPIS an annual |
|
|
|
amount for its promotion, distribution and/or shareholder servicing of Premier Class shares. A Fund may pay TPIS under the Premier Class Distribution Plan for services that include, but are not limited to, compensation of dealers and others for their various activities primarily intended to promote the sale of the Funds Premier Class shares, as well as for shareholder servicing expenses. |
|
For the year ended March 31, 2012 for the Fixed-Income and Real Estate Securities Funds, the table below reflects the net amount of 12b-1 fees paid by Retail Class shares of the Fixed-Income and Real Estate Securities Funds in existence during the period under the Retail Reimbursement Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
|
Advertising |
|
Compensation
|
|
Compensation
|
|
Compensation
|
|
Other (includes but
|
|
Total 12b-1
|
|
||||||
Real Estate Securities |
|
$ |
75,756 |
|
$ |
124,674 |
|
$ |
5,711 |
|
$ |
24,020 |
|
$ |
26,422 |
|
$ |
256,583 |
|
Bond |
|
$ |
40,135 |
|
$ |
66,052 |
|
$ |
3,026 |
|
$ |
12,726 |
|
$ |
13,997 |
|
$ |
135,936 |
|
Bond Plus |
|
$ |
164,706 |
|
$ |
271,061 |
|
$ |
12,417 |
|
$ |
52,223 |
|
$ |
57,443 |
|
$ |
557,850 |
|
Short-Term Bond |
|
$ |
97,635 |
|
$ |
160,681 |
|
$ |
7,361 |
|
$ |
30,957 |
|
$ |
34,052 |
|
$ |
330,686 |
|
High-Yield |
|
$ |
114,588 |
|
$ |
188,581 |
|
$ |
8,639 |
|
$ |
36,333 |
|
$ |
39,963 |
|
$ |
388,104 |
|
Tax-Exempt Bond |
|
$ |
190,737 |
|
$ |
313,900 |
|
$ |
14,380 |
|
$ |
60,477 |
|
$ |
66,521 |
|
$ |
646,015 |
|
Inflation-Linked Bond |
|
$ |
109,320 |
|
$ |
179,910 |
|
$ |
8,242 |
|
$ |
34,662 |
|
$ |
38,125 |
|
$ |
370,259 |
|
Money Market |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
For the fiscal year ended October 31, 2012 for the Equity Funds, the table below reflects the net amount of 12b-1 fees paid by Retail Class shares of the Equity Funds in existence during the period under the Retail Reimbursement Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
|
Advertising |
|
Compensation
|
|
Compensation
|
|
Compensation
|
|
Other
(includes but
|
|
Total
12b-1
|
|
||||||
Equity Index |
|
$ |
358,357 |
|
$ |
220,089 |
|
$ |
34,494 |
|
$ |
156,814 |
|
$ |
191,284 |
|
$ |
961,038 |
|
Growth & Income |
|
$ |
596,831 |
|
$ |
366,550 |
|
$ |
57,448 |
|
$ |
261,167 |
|
$ |
318,579 |
|
$ |
1,600,575 |
|
International Equity |
|
$ |
235,551 |
|
$ |
144,666 |
|
$ |
22,673 |
|
$ |
103,075 |
|
$ |
125,734 |
|
$ |
631,699 |
|
Large-Cap Growth |
|
$ |
359,705 |
|
$ |
220,917 |
|
$ |
34,624 |
|
$ |
157,403 |
|
$ |
192,003 |
|
$ |
964,652 |
|
Large-Cap Value |
|
$ |
77,424 |
|
$ |
47,551 |
|
$ |
7,452 |
|
$ |
33,880 |
|
$ |
41,327 |
|
$ |
207,634 |
|
Mid-Cap Growth |
|
$ |
115,789 |
|
$ |
71,113 |
|
$ |
11,145 |
|
$ |
50,668 |
|
$ |
61,807 |
|
$ |
310,522 |
|
Mid-Cap Value |
|
$ |
168,235 |
|
$ |
103,323 |
|
$ |
16,193 |
|
$ |
73,618 |
|
$ |
89,800 |
|
$ |
451,169 |
|
Small-Cap Equity |
|
$ |
64,697 |
|
$ |
39,735 |
|
$ |
6,227 |
|
$ |
28,311 |
|
$ |
34,534 |
|
$ |
173,504 |
|
Social Choice Equity |
|
$ |
198,096 |
|
$ |
121,663 |
|
$ |
19,068 |
|
$ |
86,685 |
|
$ |
105,739 |
|
$ |
531,251 |
|
|
Payments under the Retail Compensation Plan are calculated daily and paid monthly at the annual rate of 0.25% of the average daily net assets for the Retail Class of the Fund. Since the Social Choice Bond Fund was not then operational, it had made no payments under its Retail Compensation Plan as of March 31, 2012. Since the International Opportunities Fund is newly operational, it had made no payments under the Retail Compensation Plan as of October 31, 2012. |
For the fiscal year ended March 31, 2012 for the Bond Index Fund, the table below reflects the net amount of 12b-1 fees paid by Retail Class shares of the Fund under the Retail Compensation Plan. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
|
Advertising |
|
Compensation
|
|
Compensation
|
|
Compensation
|
|
Other
(includes but
|
|
Total
12b-1
|
|
||||||
Bond Index |
|
$ |
1,293 |
|
$ |
|
|
$ |
7,675 |
|
$ |
9,624 |
|
$ |
3,902 |
|
$ |
22,494 |
|
For the fiscal year ended October 31, 2012 for the Emerging Markets Equity Fund, Emerging Markets Equity Index Fund and the Global Natural Resources Fund, the table below reflects the net amount of 12b-1 fees paid by Retail Class shares under the Retail Compensation Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
|
Advertising |
|
Compensation
|
|
Compensation
|
|
Compensation
|
|
Other
(includes but
|
|
Total
12b-1
|
|
||||||
Emerging Markets Equity |
|
$ |
781 |
|
$ |
|
|
$ |
3,987 |
|
$ |
5,012 |
|
$ |
1,949 |
|
$ |
11,729 |
|
Emerging Markets Equity Index |
|
$ |
919 |
|
$ |
|
|
$ |
4,693 |
|
$ |
5,899 |
|
$ |
2,295 |
|
$ |
13,806 |
|
Global Natural Resources |
|
$ |
748 |
|
$ |
|
|
$ |
3,821 |
|
$ |
4,803 |
|
$ |
1,869 |
|
$ |
11,241 |
|
|
|
B-52 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
|
Advertising |
|
Compensation
|
|
Compensation
|
|
Compensation
|
|
Other
(includes but
|
|
Total
12b-1
|
|
||||||
Real Estate Securities |
|
$ |
6,739 |
|
$ |
|
|
$ |
39,993 |
|
$ |
50,148 |
|
$ |
20,326 |
|
$ |
117,206 |
|
Bond |
|
$ |
3,305 |
|
$ |
|
|
$ |
19,613 |
|
$ |
24,594 |
|
$ |
9,968 |
|
$ |
57,480 |
|
Bond Plus |
|
$ |
1,064 |
|
$ |
|
|
$ |
6,314 |
|
$ |
7,918 |
|
$ |
3,209 |
|
$ |
18,505 |
|
Short-Term Bond |
|
$ |
2,037 |
|
$ |
|
|
$ |
12,089 |
|
$ |
15,159 |
|
$ |
6,144 |
|
$ |
35,429 |
|
High-Yield |
|
$ |
2,701 |
|
$ |
|
|
$ |
16,028 |
|
$ |
20,098 |
|
$ |
8,146 |
|
$ |
46,973 |
|
Inflation-Linked Bond |
|
$ |
1,727 |
|
$ |
|
|
$ |
10,248 |
|
$ |
12,850 |
|
$ |
5,207 |
|
$ |
30,032 |
|
Bond Index |
|
$ |
495 |
|
$ |
|
|
$ |
2,937 |
|
$ |
3,683 |
|
$ |
1,492 |
|
$ |
8,607 |
|
Money Market |
|
$ |
240 |
|
$ |
|
|
$ |
1,421 |
|
$ |
1,782 |
|
$ |
721 |
|
$ |
4,164 |
|
For the fiscal year ended October 31, 2012 for the Equity Funds, the table below reflects the net amount of 12b-1 fees paid by Premier Class shares of each Equity Fund in existence during the period under the Premier Class Distribution Plan. Since the International Opportunities Fund is newly operational, it had made no payments under its Premier Class Distribution Plan as of October 31, 2012.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
|
Advertising |
|
Compensation
|
|
Compensation
|
|
Compensation
|
|
Other
(includes but
|
|
Total
12b-1
|
|
||||||
Emerging Markets Equity |
|
$ |
449 |
|
$ |
|
|
$ |
2,292 |
|
$ |
2,881 |
|
$ |
1,120 |
|
$ |
6,742 |
|
Emerging Markets Equity Index |
|
$ |
162 |
|
$ |
|
|
$ |
827 |
|
$ |
1,040 |
|
$ |
405 |
|
$ |
2,434 |
|
Equity Index |
|
$ |
2,998 |
|
$ |
|
|
$ |
15,309 |
|
$ |
19,246 |
|
$ |
7,488 |
|
$ |
45,041 |
|
Global Natural Resources |
|
$ |
146 |
|
$ |
|
|
$ |
745 |
|
$ |
937 |
|
$ |
364 |
|
$ |
2,192 |
|
Growth & Income |
|
$ |
13,277 |
|
$ |
|
|
$ |
67,797 |
|
$ |
85,228 |
|
$ |
33,159 |
|
$ |
199,461 |
|
International Equity |
|
$ |
21,421 |
|
$ |
|
|
$ |
109,380 |
|
$ |
137,503 |
|
$ |
53,497 |
|
$ |
321,801 |
|
International Equity Index |
|
$ |
13,722 |
|
$ |
|
|
$ |
70,066 |
|
$ |
88,080 |
|
$ |
34,268 |
|
$ |
206,136 |
|
Large-Cap Growth |
|
$ |
721 |
|
$ |
|
|
$ |
3,680 |
|
$ |
4,626 |
|
$ |
1,798 |
|
$ |
10,825 |
|
Large-Cap Value |
|
$ |
21,110 |
|
$ |
|
|
$ |
107,788 |
|
$ |
135,501 |
|
$ |
52,717 |
|
$ |
317,116 |
|
Mid-Cap Growth |
|
$ |
15,432 |
|
$ |
|
|
$ |
78,800 |
|
$ |
99,060 |
|
$ |
38,540 |
|
$ |
231,832 |
|
Mid-Cap Value |
|
$ |
33,120 |
|
$ |
|
|
$ |
169,114 |
|
$ |
212,594 |
|
$ |
82,711 |
|
$ |
497,539 |
|
Small-Cap Equity |
|
$ |
15,254 |
|
$ |
|
|
$ |
77,889 |
|
$ |
97,915 |
|
$ |
38,095 |
|
$ |
229,153 |
|
Social Choice Equity |
|
$ |
7,995 |
|
$ |
|
|
$ |
40,821 |
|
$ |
51,317 |
|
$ |
19,965 |
|
$ |
120,098 |
|
|
Amounts paid to TPIS by any class of shares of a Fund will not be used to pay the expenses incurred with respect to any other class of shares of that Fund; provided, however, that expenses attributable to the Fund as a whole will be allocated, to the extent permitted by law, according to a formula based upon gross sales dollars and/or average daily net assets of each such class, as may be approved from time to time by the Board. From time to time, a Fund may participate in joint distribution activities with other mutual funds and the costs of those activities that are not otherwise directly attributable to a particular Fund will be borne by each Fund in proportion to the relative NAVs of the participating funds. |
The Distribution Plans have been approved by a majority of the trustees, including a majority of the trustees who are not interested persons of the Trust and who have no direct or indirect interest in the financial operation of either Distribution Plan (the Independent Trustees), by votes cast in person at a meeting called for the purpose of voting on such Distribution Plans. In adopting the Distribution Plans, the trustees concluded that the Distribution Plans would benefit the Retail Class or Premier Class shareholders of each Fund, as applicable. |
One of the potential benefits of the Distribution Plans is that payments to TPIS (and from TPIS to other intermediaries) could lead to increased sales and reduced redemptions, which could |
|
assist a Fund in achieving scale and could contribute to the Funds longer-term viability. Furthermore, the investment management of a Fund could be enhanced, as net inflows of cash from new sales might enable its portfolio management team to take advantage of attractive investment opportunities, and reduced redemptions could eliminate the potential need to liquidate attractive securities positions in order to raise the funds necessary to meet the redemption requests. |
Pursuant to the Distribution Plans, at least quarterly, TPIS provides the Board with a written report of the amounts expended under the Plans and the purpose for which these expenditures were made. |
Each Distribution Plan provides that it continues in effect only as long as its continuance is approved at least annually by a majority of both the trustees and the Independent Trustees. Each Distribution Plan provides that it may be terminated without penalty with respect to any Fund at any time: (a) by a vote of a majority of the Independent Trustees; or (b) by a vote of a majority of the votes attributable to the Retail Class shares or Premier Class shares of that Fund, as applicable. Each Distribution Plan further provides that it may not be amended to increase materially the maximum amount of fees specified therein with respect to a Fund without the approval of a majority of the votes attributable to such Funds Retail Class or Premier |
|
|
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-53 |
|
Class shares, as applicable. In addition, the Distribution Plans provide that no material amendment to the Plans will, in any event, be effective unless it is approved by a majority of both the trustees and the Independent Trustees with respect to the applicable Fund or Class. The Retail Class and Premier Class shareholders of each Fund have exclusive voting rights with respect to the application of the Distribution Plan with respect to the applicable share classes of each Fund.
INDEMNIFICATION OF SHAREHOLDERS
|
Generally, Delaware statutory trust shareholders are not personally liable for obligations of the Delaware statutory trust under Delaware law. The Delaware Statutory Trust Act (DSTA) provides that a shareholder of a Delaware statutory trust shall be entitled to the same limitation of liability extended to shareholders of private for-profit corporations. The Declaration of Trust expressly provides that the Trust has been organized under the DSTA and that the Declaration of Trust is to be governed by and interpreted in accordance with Delaware law. It is nevertheless possible that a Delaware statutory trust, such as the Trust, might become a party to an action in another state whose courts refuse to apply Delaware law, in which case shareholders of the Trust could possibly be subject to personal liability. |
To guard against this risk, the Declaration of Trust (i) contains an express disclaimer of shareholder liability for acts or obligations of the Trust and provides that notice of such disclaimer may be given in each agreement, obligation and instrument entered into or executed by the Trust or its trustees, (ii) provides for the indemnification out of property of the Trust of any shareholders held personally liable for any obligations of the Trust or any series thereof, and (iii) provides that the Trust shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of the Trust and satisfy any judgment thereon. Thus, the risk of a Trust shareholder incurring financial loss beyond his or her investment because of shareholder liability is limited to circumstances in which all of the following factors are present: (1) a court refuses to apply Delaware law; (2) the liability arose under tort law or, if not, no contractual limitation of liability was in effect; and (3) the Trust itself would be unable to meet its obligations. In the light of DSTA, the nature of Trusts business, and the nature of its assets, the risk of personal liability to a shareholder of a series of the Trust is remote. |
INDEMNIFICATION OF TRUSTEES
The
Declaration of Trust further provides that Trust shall indemnify each of its
trustees and officers against liabilities and expenses reasonably incurred by
them, in connection with, or arising out of, any action, suit or proceeding
threatened against or otherwise involving such trustee or officer, directly or
indirectly, by reason of being or having been a trustee or officer of the
Trust. The Declaration of Trust does not authorize the Trust to indemnify any
trustee or officer against any liability to which he or she would otherwise be
subject by reason of or for willful misfeasance, bad faith, gross negligence or
reckless disregard of such persons duties.
LIMITATION OF FUND LIABILITY
All persons dealing with a Fund must look solely to the property of that particular Fund for the enforcement of any claims against that Fund, as neither the trustees, officers, agents nor shareholders assume any personal liability for obligations entered into on behalf of a Fund or the Trust. No Fund is liable for the obligations of any other Fund.
SHAREHOLDER MEETINGS AND VOTING RIGHTS
|
Under the Declaration of Trust, the Trust is not required to hold annual meetings to elect trustees or for other purposes. It is not anticipated that the Trust will hold shareholders meetings unless required by law or the Declaration of Trust, although the Trust may do so periodically. The Trust will be required to hold a meeting to elect Trustees to fill any existing vacancies on the Board if, at any time, fewer than 50% of the trustees holding office were elected by the shareholders of the Trust. The Trust may also hold special meetings to change fundamental policies, approve a management agreement, or for other purposes. The Funds will mail proxy materials to shareholders for these meetings, and the Trust encourages shareholders who cannot attend to vote by proxy. |
Shares of the Trust do not entitle their holders to cumulative voting rights, so that the holders of more than 50% of the net asset value represented by the outstanding shares of the Trust may elect all of the trustees, in which case the holders of the remaining shares would not be able to elect any trustees. Shareholders are entitled to one vote for each dollar of net asset value they own, so that the number of votes a shareholder has is determined by multiplying the number of shares of each Fund held times the next asset value per share of the applicable Fund. |
SHARES
|
The Trust is authorized to issue an unlimited number of shares of beneficial interest in the Funds. Shares are divided into and may be issued in a designated series representing beneficial interests in one of the Funds investment portfolios. |
Each share of a series issued and outstanding is entitled to participate equally in dividends and distributions declared by such series and, upon liquidation or dissolution, in net assets allocated to such series remaining after satisfaction of outstanding liabilities. The shares of each series, when issued, will be fully paid and non-assessable and have no preemptive or conversion rights. |
ADDITIONAL FUNDS OR CLASSES
Pursuant
to the Declaration of Trust, the trustees may establish additional Funds
(technically, series of shares) or classes of shares in the Trust without
shareholder approval. The trustees have established another series of the
Trust, known as the Lifecycle Funds, Lifestyle Funds, and Managed
Allocation Fund, which are addressed in separate prospectuses and separate
statements of additional information. The establishment of additional Funds or
classes does not affect the interests of current shareholders in the existing
Funds or their classes.
|
|
|
|
B-54 |
Statement of Additional Information § TIAA-CREF Funds |
|
DIVIDENDS AND DISTRIBUTIONS
Each share of a Fund is entitled to such dividends and distributions out of the income earned on the assets belonging to that Fund as are declared in the discretion of the trustees. In the event of the liquidation or dissolution of the Trust as a whole or any individual Fund, shares of the affected Fund are entitled to receive their proportionate share of the assets that are attributable to such shares and which are available for distribution as the trustees in their sole discretion may determine. Shareholders are not entitled to any preemptive, conversion or subscription rights. All shares, when issued, will be fully paid and nonassessable.
The share price of each Fund is determined based on the Funds NAV. The assets of each Fund are valued as of the close of each valuation day in the following manner:
INVESTMENTS FOR WHICH MARKET QUOTATIONS ARE READILY AVAILABLE
Investments for which market quotations are readily available are valued at the market value of such investments, determined as follows:
EQUITY SECURITIES
Equity securities listed or traded on a national market or exchange are valued based on their sale price on such market or exchange at the close of business (usually 4:00 p.m. Eastern Time) on the date of valuation, or at the mean of the closing bid and asked prices if no sale is reported. For securities traded on NASDAQ, the official closing price quoted by NASDAQ for that security is used. Equity securities that are traded on neither a national securities exchange nor on NASDAQ are valued at the last sale price at the close of business on the New York Stock Exchange, if a last sale price is available, or otherwise at the mean of the closing bid and asked prices. Such an equity security may also be valued at fair value as determined in good faith using procedures approved by the Board of Trustees if events materially affecting its value occur between the time its price is determined and the time a Funds NAV is calculated.
FOREIGN INVESTMENTS
Investments traded on a foreign exchange or in foreign markets are valued at the last sale price or official closing price reported on the local exchange where traded and converted to U.S. dollars at the prevailing rates of exchange on the date of valuation. Since the trading of investments on a foreign exchange or in foreign markets is normally completed before the end of a valuation day, such valuation does not take place contemporaneously with the determination of the valuation of certain other investments held by the Fund for purposes of calculating the NAV. Because events affecting the value of foreign investments occur between the time their share price is determined and the time when a Funds NAV is calculated, such investments will be valued at fair value as determined in good faith using procedures approved by the Board of Trustees. For these securities, the Fund uses a fair value pricing service approved by the Board of Trustees. This pricing service employs quantitative models to value foreign
equity securities in order to adjust for stale pricing, which occurs between the close of certain foreign exchanges and the close of the NYSE. Fair value pricing is subjective in nature and the use of fair value pricing by the Fund may cause the NAV of the Funds shares to differ significantly from the NAV that would have been calculated using market prices at the close of the foreign exchange on which a portfolio security is primarily traded.
DEBT SECURITIES
|
Debt securities (excluding money market instruments) with remaining maturities of more than 60 days for which market quotations are readily available are valued based on the most recent bid price or the equivalent quoted yield for such securities (or those of comparable maturity, quality and type). These values will be derived utilizing an independent pricing service except when it is believed that the prices do not accurately reflect the securitys fair value. |
Values for money market instruments (other than those in the Money Market Fund) with maturities of more than 60 days are valued in the same manner as debt securities stated in the preceding paragraph, or derived from a pricing matrix that has various types of money market instruments along one axis and various maturities along the other. |
Debt securities with remaining maturities of 60 days or less generally are valued using their amortized cost. |
All debt securities may also be valued at fair value as determined in good faith using procedures approved by the Board of Trustees. |
SPECIAL VALUATION PROCEDURES FOR THE MONEY MARKET FUND
|
For the Money Market Fund, all of its assets are valued on the basis of amortized cost in an effort to maintain a constant net asset value per share of $1.00. The Board has determined that such valuation is in the best interests of the Fund and its shareholders. Under the amortized cost method of valuation, securities are valued at cost on the date of their acquisition, and thereafter a constant accretion of any discount or amortization of any premium to maturity is assumed. While this method provides certainty in valuation, it may result in periods in which value as determined by amortized cost is higher or lower than the price the Fund would receive if it sold the security. During such periods, the quoted yield to investors may differ somewhat from that obtained by a similar fund that uses available market quotations to value all of its securities. |
The Board of Trustees has established procedures reasonably designed, taking into account current market conditions and the Money Market Funds investment objective, to stabilize the net asset value per share for purposes of sales and redemptions at $1.00. These procedures include review by the Board of Trustees, at such intervals as it deems appropriate, to determine the extent, if any, to which the net asset value per share calculated by using available market quotations deviates by more than 1/2 of one percent from $1.00 per share. In the event such deviation should exceed 1/2 of one percent, the Board of Trustees will promptly consider initiating corrective action. If the Board of Trustees believes that the extent of any deviation from a $1.00 amortized cost price per share may result in material dilution or other unfair |
|
|
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-55 |
|
results to new or existing shareholders, it will take such steps as it considers appropriate to eliminate or reduce these consequences to the extent reasonably practicable. Such steps may include: (1) selling securities prior to maturity; (2) shortening the average maturity of the Fund; (3) withholding or reducing dividends; or (4) utilizing a net asset value per share determined from available market quotations. Even if these steps were taken, the Money Market Funds net asset value might still decline.
OPTIONS AND FUTURES
|
Portfolio investments underlying options are valued as described above. Stock options written by a Fund are valued at the last quoted sale price, or at the closing bid price if no sale is reported for the day of valuation as determined on the principal exchange on which the option is traded. The value of a Funds net assets will be increased or decreased by the difference between the premiums received on writing options and the costs of liquidating such positions measured by the closing price of the options on the date of valuation. |
For example, when a Fund writes a call option, the amount of the premium is included in the Funds assets and an equal amount is included in its liabilities. The liability thereafter is adjusted to the current market value of the call. Thus, if the current market value of the call exceeds the premium received, the excess would be unrealized depreciation; conversely, if the premium exceeds the current market value, such excess would be unrealized appreciation. If a call expires or if the Fund enters into a closing purchase transaction, it realizes a gain (or a loss if the cost of the transaction exceeds the premium received when the call was written) without regard to any unrealized appreciation or depreciation in the underlying securities, and the liability related to such call is extinguished. If a call is exercised, the Fund realizes a gain or loss from the sale of the underlying securities and the proceeds of the sale are increased by the premium originally received. |
A premium paid on the purchase of a put will be deducted from a Funds assets and an equal amount will be included as an investment and subsequently adjusted to the current market value of the put. For example, if the current market value of the put exceeds the premium paid, the excess would be unrealized appreciation; conversely, if the premium exceeds the current market value, such excess would be unrealized depreciation. |
Stock and bond index futures, and options thereon, which are traded on commodities exchanges, are valued at their last sale prices as of the close of such commodities exchanges. |
INVESTMENTS FOR WHICH MARKET QUOTATIONS ARE NOT READILY AVAILABLE
Portfolio securities or other assets for which market quotations are not readily available will be valued at fair value as determined in good faith using procedures approved by the Board of Trustees. For more information about the Funds fair value pricing procedures, see Calculating Share Price in the Prospectus.
|
The following discussion of the federal tax status of the Funds is a general and abbreviated summary based on tax laws and regulations in effect on the date of this SAI. Tax law is subject to change by legislative, administrative or judicial action. |
This discussion does not address all aspects of taxation (including state, local and foreign taxes) that may be relevant to particular shareholders in light of their own investment or tax circumstances, or to particular types of shareholders (including insurance companies, tax-deferred retirement plans, financial institutions, broker-dealers, foreign corporations and persons who are not citizens or residents of the United States) subject to special treatment under the federal income tax laws. This summary is based on the Internal Revenue Code of 1986, as amended (the Code), the regulations thereunder, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis. |
YOU ARE ADVISED TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF AN INVESTMENT IN A FUND IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES. THIS DISCUSSION IS NOT INTENDED AS A SUBSTITUTE FOR CAREFUL TAX PLANNING. |
QUALIFICATION AS REGULATED INVESTMENT COMPANY
|
Each Fund is treated as a separate taxpayer for federal income tax purposes. Each Fund has elected or will elect to be treated as a regulated investment company under Subchapter M of Chapter 1 of the Code and intends to qualify as a regulated investment company each year. If a Fund: (1) continues to qualify as a regulated investment company, and (2) distributes to its shareholders an amount at least equal to the sum of 90% of its investment company taxable income (including for this purpose its net ordinary investment income and realized net short-term capital gains) and 90% of its tax-exempt interest income (reduced by certain expenses) (the 90% distribution requirement), which the Trust intends each Fund to do, then under the provisions of Subchapter M of the Code the Fund should have little or no liability for federal income taxes. In particular, a Fund will not be subject to federal income tax on the portion of its investment company taxable income and net capital gain ( i.e. , realized net long-term capital gain in excess of realized net short-term capital loss) it distributes to shareholders (or treats as having been distributed to shareholders). |
Each Fund generally will endeavor to distribute (or treat as deemed distributed) to shareholders all of its investment company taxable income and its net capital gain, if any, for each taxable year so that it will not incur federal income taxes on its earnings. |
A Fund must meet several requirements to maintain its status as a regulated investment company. These requirements include the following: (1) at least 90% of its gross income for each taxable year must be derived from (a) dividends, interest, payments with respect to loaned securities, gains from the sale or disposition of securities (including gains from related investments in foreign currencies), and other income (including gains from options, futures or forward contracts) derived with respect to its business of investing in such securities or currencies; and (b) net income derived from an interest in a qualified publicly traded partnership |
|
|
|
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B-56 |
Statement of Additional Information § TIAA-CREF Funds |
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(PTP); and (2) at the close of each quarter of the Funds taxable year, (a) at least 50% of the value of the Funds total assets must consist of cash, cash items, securities of other regulated invest-ment companies, U.S. Government securities and other securities that, with respect to any one issuer, do not represent more than 5% of the value of the total assets of the Fund or more than 10% of the outstanding voting securities of such issuer; or more than 10% of a PTPs equity securities and (b) the Fund must not invest more than 25% of its total assets in the securities of any one issuer (other than U.S. Government securities or the securities of other regulated investment companies), the securities of two or more issuers that are controlled by the Fund and that are engaged in the same or similar trades or businesses or related trades or business, or the securities of one or more PTPs. |
If for any taxable year a Fund fails to qualify as a regulated investment company or fails to satisfy the 90% distribution requirement, then all of its taxable income would be subject to federal, and possibly state, income tax at regular corporate rates (without any deduction for distributions to its shareholders) and distributions to its shareholders would generally constitute ordinary income (including dividends derived from interest on tax-exempt obligations) to the extent of such Funds available earnings and profits. |
EQUALIZATION ACCOUNTING
Each Fund may use the so-called equalization method of accounting to allocate a portion of its earnings and profits, which generally equals a Funds undistributed net investment income and realized capital gains, with certain adjustments, to redemption proceeds. This method permits a Fund to achieve more balanced distributions for both continuing and redeeming shareholders. Although using this method generally will not affect a Funds total returns, it may reduce the amount that the Fund would otherwise
distribute to continuing shareholders by reducing the effect of redemptions of Fund shares on Fund distributions to shareholders. However, the IRS has not expressly sanctioned the particular equalization method used by a Fund, and thus the Funds use of this method may be subject to IRS scrutiny.
DISTRIBUTIONS TO AVOID FEDERAL EXCISE TAX
A regulated investment company generally must distribute in each calendar year an amount equal to at least the sum of: (1) 98% of its ordinary taxable income for the year, (2) 98.2% of its capital gain net income for the twelve months ended on October 31 of that calendar year, and (3) any ordinary income or net capital gain income not distributed or taxed for prior years (the excise tax avoidance requirements). To the extent that a regulated investment company fails to do this, it is subject to a 4% nondeductible federal excise tax on undistributed earnings. Therefore, in order to avoid the federal excise tax, each Fund must make (and the Trust intends that each will make) the foregoing distributions.
CAPITAL LOSS CARRYFORWARDS
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As of October 31, 2012, the following Equity Funds have capital loss carryforwards as indicated below. To the extent provided in the Code and regulations thereunder, a Fund may carry forward such capital losses to offset realized capital gains in future years. To the extent that these losses are used to offset future capital gains, it is probable that the gains so offset will not be distributed to shareholders because they would be taxable as ordinary income. |
Due to reorganizations in prior years the future utilization of the Equity Index and Small-Cap Blend Index Funds capital losses and capital loss carryforwards may be subject to limitations under the Code and regulations thereunder. |
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Date of Expiration |
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Fund |
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10/31/2015 |
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10/31/2016 |
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10/31/2017 |
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10/31/2018 |
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10/31/2019 |
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No Expiration |
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Total |
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Emerging Markets Equity |
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$ |
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$ |
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$ |
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$ |
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$ |
14,064,867 |
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$ |
35,066,236 |
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$ |
49,131,103 |
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Emerging Markets Equity Index |
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3,057,725 |
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3,057,725 |
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Enhanced International Equity Index |
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7,891,974 |
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7,105,793 |
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14,997,767 |
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Equity Index |
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2,652,135 |
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2,652,135 |
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Global Natural Resources |
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6,526,878 |
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6,526,878 |
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International Equity |
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312,152,033 |
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401,840,220 |
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37,037,218 |
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81,374,337 |
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832,403,808 |
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International Equity Index |
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10,786,196 |
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4,940,411 |
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13,577,596 |
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29,304,203 |
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Large-Cap Growth Index |
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8,870,947 |
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8,870,947 |
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Social Choice Equity |
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5,811,473 |
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5,811,473 |
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S&P 500 Index |
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7,902,094 |
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7,902,094 |
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As of March 31, 2012, the following Fixed-Income and Real Estate Securities Funds have capital loss carryforwards as indicated below. To the extent provided in the Code and regulations thereunder, a Fund may carry forward such capital losses to offset realized capital gains in future years. To the extent that these losses are used to offset future capital gains, it is probable that the gains so offset will not be distributed to shareholders because they would be taxable as ordinary income.
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Date of Expiration |
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Fund |
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3/31/18 |
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Total |
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High-Yield |
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$ |
406,727 |
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$ |
406,727 |
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Real Estate Securities |
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3,816,043 |
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3,816,043 |
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Under the Regulated Investment Company Modernization Act of 2010, funds are permitted to carry forward capital losses in tax-
able years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future years must be utilized prior to the losses incurred in pre-enactment tax years. As a result of this ordering rule, pre-enactment capital loss carryovers may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.
INVESTMENTS IN FOREIGN SECURITIES
Investment income received from sources within foreign countries, or capital gains earned by a Fund investing in securities of foreign issuers, may be subject to foreign income taxes withheld at the source. In this regard, withholding tax rates in countries
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TIAA-CREF Funds § Statement of Additional Information |
B-57 |
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with which the United States does not have a tax treaty are often as high as 35% or more. The United States has entered into tax treaties with many foreign countries that may entitle a Fund to a reduced rate of tax or exemption from tax on this related income and gains. The effective rate of foreign tax cannot be determined at this time since the amount of a Funds assets to be invested within various countries is not now known. The Funds intend to operate so as to qualify for applicable treaty-reduced rates of tax. |
If a Fund qualifies as a regulated investment company under the Code, and if more than 50% of the Funds total assets at the close of the taxable year consists of securities of foreign corporations, then the Trust may elect, for U.S. federal income tax purposes, to treat foreign income taxes paid by the Fund (including certain withholding taxes that can be treated as income taxes under U.S. income tax principles) as paid by its shareholders. The International Equity Fund, Emerging Markets Equity Fund, International Equity Index Fund, Emerging Markets Equity Index Fund, Enhanced International Equity Index Fund, Global Natural Resources Fund and International Opportunities Fund anticipate that they may qualify for and make this election in most, but not necessarily all, of their taxable years. If a Fund makes such an election, an amount equal to the foreign income taxes paid by the Fund would be included in the income of its shareholders and the shareholders often would be entitled to credit their portions of this amount against their U.S. tax liabilities, if any, or to deduct those portions from their U.S. taxable income, if any. Shortly after any year for which such an election is made, the Fund will report to shareholders, in writing, the amount per share of foreign tax that must be included in each shareholders gross income and the amount that will be available as a deduction or credit. Certain limitations based on the unique tax situation of a shareholder may apply to limit the extent to which the credit or the deduction for foreign taxes may be claimed by such shareholder. |
If a Fund acquires stock in certain foreign corporations that receive at least 75% of their annual gross income from passive sources (such as interest, dividends, rents, royalties or capital gain) or hold at least 50% of their total assets in investments producing such passive income (passive foreign investment companies), that Fund could be subject to federal income tax and additional interest charges on excess distributions received from such companies or gain from the sale of stock in such companies, even if all income or gain actually received by the Fund is timely distributed to its shareholders. The Fund would not be able to pass through to its shareholders any credit or deduction for such a tax. Certain elections may, if available, ameliorate these adverse tax consequences, but any such election requires the applicable Fund to recognize taxable income or gain without the concurrent receipt of cash. Any Fund that acquires stock in foreign corporations may limit and/or manage its holdings in passive foreign investment companies to minimize its tax liability. |
Foreign exchange gains and losses realized by a Fund in connection with certain transactions involving non-dollar debt securities, certain foreign currency futures contracts, foreign currency option contracts, foreign currency forward contracts, foreign currencies, or payables or receivables denominated in a foreign currency are subject to Code provisions that generally treat such gains and losses as ordinary income and losses and |
may affect the amount, timing and character of distributions to shareholders. Any such transactions that are not directly related to a Funds investment in securities (possibly including specula-tive currency positions or currency derivatives not used for hedging purposes) could, under future United States Treasury regulations, produce income not among the types of qualifying income from which the Fund must derive at least 90% of its annual gross income.
INVESTMENTS WITH ORIGINAL ISSUE DISCOUNT
Each Fund that invests in certain payment-in-kind instruments, zero coupon securities or certain deferred interest securities (and, in general, any other securities with original issue discount or with market discount if the Fund elects to include market discount in current income) must accrue income on such investments prior to the receipt of the corresponding cash. However, because each Fund must meet the 90% distribution requirement to qualify as a regulated investment company, a Fund may have to dispose of its portfolio investments under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing the cash, to satisfy distribution requirements.
OPTIONS, FUTURES, AND SWAPS
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A Funds transactions in options contracts and futures contracts are subject to special provisions of the Code that, among other things, may affect the character of gains and losses realized by the Fund (that is, may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Fund and defer losses of the Fund. These rules (1) could affect the character, amount and timing of distributions to shareholders of a Fund, (2) could require the Fund to mark to market certain types of the positions in its portfolio (that is, treat them as if they were closed out) and (3) may cause the Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the 90% distribution requirement and the excise tax avoidance requirements described above. To mitigate the effect of these rules and prevent disqualification as a regulated investment company, each Fund seeks to monitor its transactions, seeks to make the appropriate tax elections and seeks to make the appropriate entries in its books and records when it acquires any option, futures contract or hedged investment. |
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The federal income tax rules applicable to interest rate swaps, caps and floors are unclear in certain respects, and a Fund may be required to account for these transactions in a manner that, in certain circumstances, may limit the degree to which it may utilize these transactions. Among other things, there is uncertainty concerning when income or loss is recognized for tax purposes and whether such income or loss is capital or ordinary. In addition, the application of the diversification tests described above with respect to such instruments is uncertain. As a result, any Fund investing in these instruments may limit and/or manage its holdings of these instruments in order to avoid disqualification of the Fund as a regulated investment company and to minimize the potential negative tax consequences to the Fund from a successful challenge by the IRS with respect to the Funds treatment of these instruments. |
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B-58 |
Statement of Additional Information § TIAA-CREF Funds |
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SHAREHOLDER TAXATION
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The following discussion of certain federal income tax issues of shareholders of the Funds is a general and abbreviated summary based on tax laws and regulations in effect on the date of this SAI. |
Tax law is subject to change by legislative, administrative or judicial action. The following discussion relates solely to U.S. fed-eral income tax law as applicable to U.S. taxpayers (e.g., U.S. residents and U.S. domestic corporations, partnerships, trusts or estates). The discussion does not address special tax rules applicable to certain classes of investors, such as qualified retirement accounts or trusts, tax-exempt entities, insurance companies, banks and other financial institutions or non-U.S. taxpayers. Dividends, capital gain distributions, and ownership of or gains realized on the redemption (including an exchange) of the shares of a Fund may also be subject to state, local and foreign taxes. Shareholders should consult their own tax advisers as to the federal, state, local or foreign tax consequences of ownership of shares of, and receipt of distributions from, the Funds in their particular circumstances. |
DISTRIBUTIONS
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Distributions of a Funds investment company taxable income are taxable as ordinary income to shareholders to the extent of the Funds current or accumulated earnings and profits, whether paid in cash or reinvested in additional shares. Any distribution of a Funds net capital gain properly designated by a Fund as capital gain dividends is taxable to a shareholder as long-term capital gain regardless of a shareholders holding period for his, her or its shares and regardless of whether paid in cash or reinvested in additional shares. Distributions, if any, in excess of earnings and profits usually constitute a return of capital, which first reduces an investors tax basis in a Funds shares and thereafter (after such basis is reduced to zero) generally gives rise to capital gains. Shareholders electing to receive distributions in the form of additional shares have a cost basis for federal income tax purposes in each share so received equal to the amount of cash they would have received had they elected to receive the distributions in cash. |
At a Funds option, it may retain some or all of its net capital gain for a tax year, but designate the retained amount as a deemed distribution. In that case, among other consequences, the Fund pays tax on the retained amount for the benefit of its shareholders, the shareholders are required to report their share of the deemed distribution on their tax returns as if it had been distributed to them, and the shareholders may report a credit for the tax paid thereon by the Fund. The amount of the deemed distribution net of such tax is added to the shareholders cost basis for his, her or its shares. Since the Funds are expected to pay tax on any retained net capital gain at their regular corporate capital gain tax rate, and since that rate is in excess of the maximum rate currently payable by individuals on long-term capital gain, the amount of tax that individual shareholders are treated as having paid will exceed the amount of tax that such shareholders would be required to pay on the retained net capital gains. A shareholder that is not subject to U.S. federal income tax or tax on long-term capital gains should be able to file a return on the appropriate form or a claim for refund that allows such shareholder to recover the taxes paid on his, her or its behalf. In the event the Funds choose this option, they must provide written |
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notice to the shareholders prior to the expiration of 60 days after the close of the relevant tax year. |
Any dividend declared by a Fund in October, November or December of any calendar year, payable to shareholders of record on a specified date in such a month and actually paid during January of the following year, is treated as if it had been received by the shareholders on December 31 of the year in which the dividend was declared. |
BUYING A DIVIDEND
An investor should consider the tax implications of buying shares just prior to a distribution. Even if the price of the shares includes the amount of the forthcoming distribution, the shareholder generally will be taxed upon receipt of the distribution and is not entitled to offset the distribution against the tax basis in his, her or its shares. In addition, an investor should be aware that, at the time the investor purchases shares of a Fund, a portion of the purchase price is often attributable to realized or unrealized appreciation in the Funds portfolio or undistributed taxable income of the Fund. Subsequent distributions from such appreciation or income may be taxable to such investor even if the net asset value of the investors shares is, as a result of the distributions, reduced below the investors cost for such shares, and the distributions in reality represent a return of a portion of the purchase price.
QUALIFIED DIVIDEND INCOME
Individual
shareholders may be eligible to treat a portion of a Funds ordinary income
dividends as qualified dividend income that is subject to tax at the same
reduced maximum rates applicable to long-term capital gains. Corporations are
not eligible for the reduced maximum rates on qualified dividend income. The
Fund must designate the portion of its distributions that are eligible to be
treated as qualified dividend income in a written notice within 60 days of the
close of the relevant taxable year. In general, the maximum amount of
distributions that may be designated as qualified dividend income for that
taxable year is the total amount of qualified dividend income received by that
Fund during such year. If the qualified dividend income received by a Fund is
equal to 95% (or a greater percentage) of the Funds gross income (exclusive of
net capital gain) in any taxable year, all of the ordinary income dividends
paid by the Fund will be qualified dividend income. In order to constitute
qualified dividend income to the Fund, a dividend must be received from a U.S.
domestic corporation (other than dividends from tax-exempt corporations and
certain dividends from real estate investment trusts and other regulated
investment companies) or a qualified foreign corporation. In addition, the
dividend must be paid in respect of the stock that has been held by the Fund,
for federal income tax purposes, for at least 61 days during the 121-day period
that begins 60 days before the stock becomes ex-dividend. In order to be eligible
to treat a dividend from a Fund as qualified dividend income, individual
shareholders must also meet the foregoing minimum holding period requirements
with respect to their shares of the applicable Fund. Little, if any, of the
ordinary dividends paid by the Fixed-Income Funds (including the Money Market
Fund) or Real Estate Securities Fund are expected to constitute qualified
dividend income.
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TIAA-CREF Funds § Statement of Additional Information |
B-59 |
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DIVIDENDS-RECEIVED DEDUCTION |
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A Funds ordinary income dividends to corporate shareholders may, if certain conditions are met, qualify for the dividends-received deduction to the extent that the Fund has received qualifying dividend income during the taxable year. Capital gain dividends distributed by the Fund are not eligible for the dividends-received deduction. In order to constitute a qualifying dividend, a dividend must be from a U.S. domestic corporation in respect of the stock of such corporation that has been held by the Fund, for federal income tax purposes, for at least 46 days during the 91-day period that begins 45 days before the stock becomes ex-dividend (or, in the case of preferred stock, 91 days during the 181-day period that begins 90 days before the stock becomes ex-dividend). The Fund must also designate the portion of any distribution that is eligible for the dividends-received deduction in a written notice within 60 days of the close of the relevant taxable year. In addition, in order to be eligible to claim the dividends-received deduction with respect to distributions from a Fund, corporate shareholders must meet the foregoing minimum holding period requirements with respect to their shares of the applicable Fund. If a corporation borrows to acquire shares of a Fund, it may be denied a portion of the dividends-received deduction it would otherwise be eligible to claim. The entire qualifying dividend, including the otherwise deductible amount, is included in determining the excess (if any) of a corporate shareholders adjusted current earnings over its alternative minimum taxable income, which may increase its alternative minimum tax liability. Additionally, any corporate shareholder should consult its tax adviser regarding the possibility that its basis in its shares may be reduced, for federal income tax purposes, by reason of extraordinary dividends received with respect to the shares, for the purpose of computing its gain or loss on redemption or other disposition of the shares. |
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GAINS AND LOSSES ON REDEMPTIONS |
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A shareholder generally recognizes taxable gain or loss on a sale or redemption (including by exercise of the exchange privilege) of his, her or its shares. The amount of the gain or loss is measured by the difference between the shareholders adjusted tax basis in his, her or its shares and the amount of the proceeds received in exchange for such shares. Any gain or loss arising from (or, in the case of distributions in excess of earnings and profits, treated as arising from) the sale or redemption of shares generally is a capital gain or loss. This capital gain or loss normally is treated as a long-term capital gain or loss if the shareholder has held his, her or its shares for more than one year at the time of such sale or redemption; otherwise, it generally will be classified as short-term capital gain or loss. If, however, a shareholder receives a capital gain dividend with respect to any share of a Fund, and if the share is sold before it has been held by the shareholder for at least six months, then any loss on the sale or exchange of the share, to the extent of the capital gain dividend, is treated as a long-term capital loss. In addition, all or a portion of any loss realized upon a taxable disposition of shares may be disallowed if other shares of the same Fund are purchased (including any purchase through a reinvestment of distributions from the Fund) within 30 days before or after the disposition. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Also, if a shareholder |
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who incurred a sales charge on the acquisition of shares of a Fund sells his, her or its shares within 90 days of purchase and subsequently acquires shares of another Fund of the Trust on which a sales charge normally is imposed without paying such sales charge in accordance with the exchange privilege described in the prospectuses, such shareholder will not be entitled to include the amount of the sales charge in his, her or its basis in the shares sold for purposes of determining gain or loss. In these cases, any gain on the disposition of the shares of the Fund is increased, or loss decreased, by the amount of the sales charge paid when the shares were acquired, and that amount will increase the adjusted basis of the shares of the Fund subsequently acquired. |
Each Fund is required to report to the IRS and furnish certain Fund shareholders the cost basis information for sale transactions of shares purchased on or after January 1, 2012. Shareholders may elect to have one of several cost basis methods applied to their account when calculating the cost basis of shares sold, including average cost, first in/first out (FIFO), or some other specific identification method. Unless you instruct otherwise, the Fund will use average cost as its default cost basis method, and will treat sales as first coming from shares purchased prior to January 1, 2012. If average cost is used for a shareholders first sale of the Fund shares covered by these new rules, the shareholder may only use an alternative cost basis method for shares purchased prospectively. Fund shareholders should consult with their tax advisors to determine the best cost basis method for their tax situation. |
For shares you sell that were purchased prior to January 1, 2012, you will be sent a statement showing how many shares you sold and at what price. However, the statement will not include cost basis information and will not be furnished to the IRS. You or your tax preparer must determine whether this sale resulted in a capital gain or loss and the amount of tax to be paid on any gain. Be sure to keep your regular account statements; the information they contain will be essential in calculating the amount of your capital gains or losses. |
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DEDUCTION OF CAPITAL LOSSES |
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Non-corporate shareholders with net capital losses for a year (i.e., capital losses in excess of capital gains) generally may deduct up to $3,000 of such losses against their ordinary income each year; any net capital losses of a non-corporate shareholder in excess of $3,000 generally may be carried forward and used in subsequent years as provided in the Code. Corporate shareholders generally may not deduct any net capital losses for a year, but may carry back such losses for three years or carry forward such losses for five years. |
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REPORTS TO SHAREHOLDERS |
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The Fund sends to each of their shareholders, as promptly as possible after the end of each calendar year, a notice detailing on a per share and per distribution basis, the amounts includible in such shareholders taxable income for such year as ordinary income (including any portion eligible to be treated as qualified dividend income or to be deducted pursuant to the dividends-received deduction) and as long-term capital gain. In addition, the federal tax status of each years distributions generally is reported to the IRS. |
B-60
Statement of Additional Information
§
TIAA-CREF Funds
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BACKUP WITHHOLDING |
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The Trust may be required to withhold U.S. federal income tax (backup withholding) from all distributions payable to: (1) any shareholder who fails to furnish the Fund with a correct taxpayer identification number or a certificate that the shareholder is exempt from backup withholding and (2) any shareholder with respect to whom the IRS notifies the Fund that the shareholder has failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect. The backup withholding is not an additional tax and may be returned or credited against a taxpayers regular federal income tax liability if appropriate information is provided to the IRS. |
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SHARES HELD IN CERTAIN CUSTODY ACCOUNTS |
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Shares held in custody accounts as permitted by Code Sections 403(b)(7) and 408 (IRAs) are subject to special tax treatment. The federal income tax on earnings in such accounts is deferred, and there are restrictions on the amounts that can be distributed from such accounts without adverse federal income tax consequences for investors in such accounts. Distributions from such accounts may be subject to taxation as ordinary income in the year distributed and investors in such accounts may have to pay a penalty tax for certain distributions. |
Shareholders invested through such accounts should consult their tax adviser or TIAA-CREF for more information. |
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TREATMENT OF TAX-EXEMPT BOND FUND |
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The Tax-Exempt Bond Fund expects to qualify to pay exempt-interest dividends which may be treated by shareholders as items of interest that are exempt from regular federal income tax. (Distributions derived from net long-term capital gains of the Tax-Exempt Bond Fund will ordinarily be taxable to shareholders as long-term capital gains, and any distributions derived from taxable interest income, net short-term capital gains and certain net realized foreign exchange gains will be taxable to shareholders as ordinary income.) The recipient of exempt-interest dividends is required to report such income on his or her federal income tax returns, but if a shareholder borrows funds to purchase or carry shares of the Tax-Exempt Bond Fund, interest paid on such debt is not deductible. In addition, exempt-interest dividends will be taken into account in determining the extent to which a shareholders Social Security or certain railroad retirement benefits are taxable. Any losses realized by shareholders who dispose of shares of the Tax-Exempt Bond Fund with a tax holding period of six months or less are disallowed to the extent of any exempt-interest dividends received with respect to such shares. |
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The Tax-Exempt Bond Fund may invest a portion of its assets in private activity bonds, the interest from which (including the Funds distributions attributable to such interest) may be a preference item for purposes of federal alternative minimum tax (AMT), both individual and corporate. Income from securities that is a preference item is included in the computation of the AMT and, in the case of corporations, all exempt-interest income, whether or not attributable to private activity bond interest, may increase a corporate shareholders liability, if any, for AMT. |
Shareholders who have not held shares of the Tax-Exempt Bond Fund for such funds full taxable year may have designated |
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as tax-exempt interest or as a tax-preference item a percentage distribution which is not equal to the actual amount of tax-exempt income or tax-preference income earned by the Fund during the period of their investment. |
A portion of the dividends to shareholders from the TaxExempt Bond Fund may be exempt from state and local taxes. Income from investments in the shareholders state of residence is generally tax-exempt. The Tax-Exempt Bond Fund will direct the Transfer Agent to send shareholders a breakdown of income from each state in order to aid them in preparing tax returns. |
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Advisors is responsible for decisions to buy and sell securities for the Funds as well as for selecting brokers and, where applicable, negotiating the amount of the commission rate paid. It is the intention of Advisors to place brokerage orders with the objective of obtaining the best execution, which includes such factors as best price, research and available data. Advisors may consider other factors, including, among others, the brokers reputation, specialized expertise, special capabilities or efficiency. When purchasing or selling securities traded on the over-the-counter market, Advisors generally will execute the transactions with a broker engaged in making a market for such securities. When Advisors deems the purchase or sale of a security to be in the best interests of more than one Fund, it may, consistent with its fiduciary obligations, decide either to buy or to sell a particular security for the Fund at the same time as for other funds that it may be managing, or that may be managed by its affiliate, Investment Management, another investment adviser subsidiary of TIAA. In that event, allocation of the securities purchased or sold, as well as the expenses incurred in the transaction, will be made in an equitable manner. |
Domestic brokerage commissions are negotiated, as there are no standard rates. All brokerage firms provide the service of execution of the order made; some brokerage firms also provide research and statistical data, and research reports on particular companies and industries are customarily provided by brokerage firms to large investors. In negotiating commissions, consideration is given by Advisors to the quality of execution provided and to the use and value of the research. The valuation of such research may be judged with reference to a particular order or, alternatively, may be judged in terms of its value to the overall management of the portfolio or the portfolios of other clients. Currently, some foreign brokerage commissions are fixed under local law and practice. There is, however, an ongoing trend in many countries to adopt a new system of negotiated commissions. |
Transactions in fixed-income instruments with dealers generally involve spreads rather than commissions. That is, the dealer generally functions as a principal, generating income from the spread between the dealers purchase and sale prices, rather than as a broker charging a proportional or fixed fee. |
Advisors may place orders with brokers providing research and statistical data services even if lower commissions may be available from brokers not providing such services. When doing so, Advisors will determine in good faith that the commissions negotiated are reasonable in relation to the value of the brokerage and research provided by the broker viewed in terms of either |
|
that particular transaction or of the overall responsibilities of Advisors to the Funds or other clients. In reaching this determination, Advisors will not necessarily place a specific dollar value on the brokerage or research services provided nor determine what portion of the brokers compensation should be related to those services. Advisors may also place orders with brokers who, through the use of commission-sharing arrangements, obtain research from other broker-dealers and research providers for the benefit of Advisors and its client or proprietary accounts. |
Research or services obtained for one Fund may be used by Advisors in managing other Funds and other investment company clients and advisory clients of Advisors. Research or services obtained for the Trust also may be used by personnel of Advisors in managing other investment company accounts, or by Investment Management for the CREF accounts. |
The following table shows the aggregate amount of brokerage commissions paid by the Equity Funds (other than the International Opportunities Fund) to firms that provided research services during the fiscal year ended October 31, 2012. Note that the provision of research services was not necessarily a factor in the placement of all this business with these firms. |
|
|
|
|
|
|
|
|
|
|
|
Fund |
October 31,
|
October 31,
|
October 31,
|
|
||||||
Emerging Markets Equity Fund |
|
$ |
144,465 |
|
$ |
1,278,361 |
|
$ |
2,816,210 |
|
Emerging Markets Equity Index Fund |
|
$ |
50,159 |
|
$ |
69,979 |
|
$ |
115,722 |
|
Enhanced International Equity Index Fund |
|
$ |
32,865 |
|
$ |
299,436 |
|
$ |
317,857 |
|
Enhanced Large-Cap Growth Index Fund |
|
$ |
11,261 |
|
$ |
151,803 |
|
$ |
194,774 |
|
Enhanced Large-Cap Value Index Fund |
|
$ |
21,369 |
|
$ |
207,274 |
|
$ |
187,939 |
|
Equity Index Fund |
|
$ |
3,671 |
|
$ |
79,481 |
|
$ |
118,795 |
|
Global Natural Resources Fund |
|
$ |
|
|
$ |
|
|
$ |
544,524 |
|
Growth & Income Fund |
|
$ |
355,764 |
|
$ |
3,629,884 |
|
$ |
4,556,062 |
|
International Equity Fund |
|
$ |
523,015 |
|
$ |
6,620,306 |
|
$ |
5,186,639 |
|
International Equity Index Fund |
|
$ |
77,948 |
|
$ |
218,526 |
|
$ |
267,342 |
|
Large-Cap Growth Fund |
|
$ |
262,652 |
|
$ |
2,100,949 |
|
$ |
1,979,387 |
|
Large-Cap Growth Index Fund |
|
$ |
1,287 |
|
$ |
26,475 |
|
$ |
49,368 |
|
Large-Cap Value Fund |
|
$ |
422,208 |
|
$ |
3,583,256 |
|
$ |
3,209,155 |
|
Large-Cap Value Index Fund |
|
$ |
1,594 |
|
$ |
42,574 |
|
$ |
65,196 |
|
Mid-Cap Growth Fund |
|
$ |
157,396 |
|
$ |
1,290,683 |
|
$ |
994,787 |
|
Mid-Cap Value Fund |
|
$ |
219,882 |
|
$ |
2,272,611 |
|
$ |
1,824,662 |
|
Small-Cap Blend Index Fund |
|
$ |
2,948 |
|
$ |
49,673 |
|
$ |
42,561 |
|
Small-Cap Equity Fund |
|
$ |
22,933 |
|
$ |
652,717 |
|
$ |
727,326 |
|
Social Choice Equity Fund |
|
$ |
1,231 |
|
$ |
50,876 |
|
$ |
39,168 |
|
S&P 500 Index Fund |
|
$ |
4,434 |
|
$ |
33,351 |
|
$ |
40,393 |
|
|
|
|
|
|
|
|
|
|
|
|
The increase in brokerage commissions in 2012 for the Emerging Markets Equity Fund and the Emerging Markets Equity Index Fund was primarily the result of a substantial increase in each Funds assets under management, which resulted in an increase in the quantity of shares traded. The increase in brokerage commissions in 2012 for the Equity Index Fund, Large-Cap Growth Index Fund and Large-Cap Value Index Fund was primarily the result of a substantial increase in each Funds assets under management, which resulted in an increase in the quantity of shares traded as well as trading volume. |
||||||||||
The aggregate amount of brokerage commissions paid by the Fixed-Income and Real Estate Securities Funds (other than the Social Choice Bond Fund, which is newly operational) for the prior fiscal years ended September 30, 2009 and 2010, the prior fiscal period ended March 31, 2011 and the fiscal year ended March 31, 2012, was as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
|
Broker |
Parent |
|
Holdings
|
|
|
||||||
Emerging Markets
|
|
Banco Santander Chile |
Banco Santander Chile |
|
396,176 |
|
Enhanced International
|
|
HSBC Holdings PLC |
HSBC Holdings PLC |
|
9,365,500 |
|
|
|
|||||
|
|
Sumitomo Mitsui
|
Sumitomo Mitsui
|
|
7,752,306 |
|
|
|
|||||
|
|
Banco Santander SA |
Banco Santander SA |
|
4,109,145 |
|
|
|
|||||
|
|
Skandinaviska
|
Skandinaviska
|
|
4,031,256 |
|
|
|
|
|
|
|
|
B-62
Statement of Additional Information
§
TIAA-CREF Funds
REGULAR BROKER OR DEALER BASED ON BROKERAGE COMMISSIONS PAID
(continued)
|
|
|
|
|
|
|
Fund |
|
Broker |
Parent |
|
Holdings
|
|
|
||||||
Enhanced Large-Cap Value
|
|
Wells Fargo & Co |
Wells Fargo & Co |
|
29,310,232 |
|
|
|
|||||
|
|
JPMorgan Chase & Co |
JPMorgan Chase & Co |
|
26,837,752 |
|
|
|
|||||
|
|
Citigroup Inc |
Citigroup Inc |
|
15,610,325 |
|
|
|
|||||
|
|
Goldman Sachs Group Inc |
Goldman Sachs Group Inc |
|
11,675,884 |
|
|
|
|||||
|
|
Bank of America Corp |
Bank of America Corp |
|
9,671,830 |
|
|
|
|||||
|
|
BB&T Corp |
BB&T Corp |
|
3,757,710 |
|
|
|
|||||
|
|
Morgan Stanley |
Morgan Stanley |
|
3,667,180 |
|
|
|
|||||
|
|
Fifth Third Bancorp |
Fifth Third Bancorp |
|
1,816,250 |
|
|
|
|||||
|
|
Raymond James
|
Raymond James
|
|
1,589,675 |
|
|
|
|||||
|
|
State Street Corp |
State Street Corp |
|
1,002,825 |
|
|
|
|||||
|
|
Schwab (Charles) Corp |
Schwab (Charles) Corp |
|
679,000 |
|
Equity Index Fund |
|
Wells Fargo & Co |
Wells Fargo & Co |
|
45,881,973 |
|
|
|
|||||
|
|
JPMorgan Chase & Co |
JPMorgan Chase & Co |
|
44,119,572 |
|
|
|
|||||
|
|
Citigroup Inc |
Citigroup Inc |
|
30,510,090 |
|
|
|
|||||
|
|
Bank of America Corp |
Bank of America Corp |
|
27,794,877 |
|
|
|
|||||
|
|
Goldman Sachs Group Inc |
Goldman Sachs Group Inc |
|
16,741,606 |
|
|
|
|||||
|
|
Morgan Stanley |
Morgan Stanley |
|
7,387,265 |
|
|
|
|||||
|
|
State Street Corp |
State Street Corp |
|
6,057,018 |
|
|
|
|||||
|
|
BB&T Corp |
BB&T Corp |
|
5,621,685 |
|
|
|
|||||
|
|
Schwab (Charles) Corp |
Schwab (Charles) Corp |
|
4,059,809 |
|
|
|
|||||
|
|
Fifth Third Bancorp |
Fifth Third Bancorp |
|
3,716,803 |
|
|
|
|||||
|
|
Raymond James |
Raymond James |
|
1,204,347 |
|
|
|
|||||
|
|
Financial Inc |
Financial Inc |
|
|
|
|
|
|||||
|
|
TD Ameritrade Holding Corp |
TD Ameritrade Holding Corp |
|
1,015,096 |
|
|
|
|||||
|
|
Lazard Ltd-Cl A |
Lazard Ltd-Cl A |
|
936,062 |
|
|
|
|||||
|
|
Jefferies Group Inc |
Jefferies Group Inc |
|
560,600 |
|
|
|
|||||
|
|
Popular Inc |
Popular Inc |
|
552,065 |
|
|
|
|||||
|
|
Susquehanna
|
Susquehanna
|
|
540,733 |
|
|
|
|||||
|
|
Stifel Financial Corp |
Stifel Financial Corp |
|
472,013 |
|
|
|
|||||
|
|
KBW Inc |
KBW Inc |
|
132,356 |
|
|
|
|||||
|
|
Investment Technology Group |
Investment Technology Group |
|
104,133 |
|
|
|
|||||
|
|
Piper Jaffray Cos |
Piper Jaffray Cos |
|
95,774 |
|
|
|
|||||
|
|
Cowen Group Inc-Class A |
Cowen Group Inc-Class A |
|
67,081 |
|
|
|
|||||
|
|
Oppenheimer Holdings-Cl A |
Oppenheimer Holdings-Cl A |
|
64,860 |
|
|
|
|||||
|
|
Knight Capital Group Inc-A |
Knight Capital Group Inc-A |
|
32,804 |
|
|
|
|||||
|
|
FBR & Co |
FBR & Co |
|
20,553 |
|
Growth & Income Fund |
|
Wells Fargo & Co |
Wells Fargo & Co |
|
51,496,816 |
|
|
|
|||||
|
|
Citigroup Inc |
Citigroup Inc |
|
38,620,542 |
|
|
|
|||||
|
|
JPMorgan Chase & Co |
JPMorgan Chase & Co |
|
28,510,204 |
|
|
|
|||||
|
|
Morgan Stanley |
Morgan Stanley |
|
17,054,525 |
|
|
|
|||||
|
|
Goldman Sachs Group Inc |
Goldman Sachs Group Inc |
|
14,822,041 |
|
International Equity Index Fund |
|
HSBC Holdings PLC |
HSBC Holdings PLC |
|
61,564,398 |
|
|
|
|||||
|
|
Banco Santander SA |
Banco Santander SA |
|
25,497,577 |
|
|
|
|||||
|
|
BNP Paribas |
BNP Paribas |
|
16,765,836 |
|
|
|
|||||
|
|
Sumitomo Mitsui
|
Sumitomo Mitsui
|
|
14,126,492 |
|
|
|
|||||
|
|
Societe Generale |
Societe Generale |
|
7,665,204 |
|
|
|
|||||
|
|
Nomura Holdings Inc |
Nomura Holdings Inc |
|
4,525,796 |
|
|
|
|||||
|
|
Skandinaviska
|
Skandinaviska
|
|
4,031,256 |
|
|
|
|||||
|
|
Macquarie Group Ltd |
Macquarie Group Ltd |
|
3,775,310 |
|
|
|
|||||
|
|
Royal Bank of
|
Royal Bank of
|
|
3,203,899 |
|
|
|
|||||
|
|
Julius Baer Group Ltd |
Julius Baer Group Ltd |
|
2,720,067 |
|
Large-Cap Growth Fund |
|
Goldman Sachs Group Inc |
Goldman Sachs Group Inc |
|
15,909,843 |
|
Large-Cap Growth Index Fund |
|
Lazard Ltd-Cl A |
Lazard Ltd-Cl A |
|
562,598 |
|
|
|
|
|
|
|
|
Fund |
|
Broker |
Parent |
|
Holdings
|
|
|
||||||
Large-Cap Value Fund |
|
Wells Fargo & Co |
Wells Fargo & Co |
|
82,144,306 |
|
|
|
|||||
|
|
Citigroup Inc |
Citigroup Inc |
|
57,486,564 |
|
|
|
|||||
|
|
JPMorgan Chase & Co |
JPMorgan Chase & Co |
|
40,285,470 |
|
|
|
|||||
|
|
Bank of America Corp |
Bank of America Corp |
|
39,960,013 |
|
|
|
|||||
|
|
Morgan Stanley |
Morgan Stanley |
|
33,583,026 |
|
|
|
|||||
|
|
State Street Corp |
State Street Corp |
|
16,375,598 |
|
|
|
|||||
|
|
Goldman Sachs Group Inc |
Goldman Sachs Group Inc |
|
9,466,377 |
|
|
|
|||||
|
|
BB&T Corp |
BB&T Corp |
|
3,656,095 |
|
Large-Cap Value Index Fund |
|
Wells Fargo & Co |
Wells Fargo & Co |
|
30,142,140 |
|
|
|
|||||
|
|
JPMorgan Chase & Co |
JPMorgan Chase & Co |
|
28,973,393 |
|
|
|
|||||
|
|
Citigroup Inc |
Citigroup Inc |
|
20,002,865 |
|
|
|
|||||
|
|
Bank of America Corp |
Bank of America Corp |
|
18,341,229 |
|
|
|
|||||
|
|
Goldman Sachs Group Inc |
Goldman Sachs Group Inc |
|
10,993,315 |
|
|
|
|||||
|
|
Morgan Stanley |
Morgan Stanley |
|
4,886,422 |
|
|
|
|||||
|
|
State Street Corp |
State Street Corp |
|
3,958,440 |
|
|
|
|||||
|
|
BB&T Corp |
BB&T Corp |
|
3,709,219 |
|
|
|
|||||
|
|
Schwab (Charles) Corp |
Schwab (Charles) Corp |
|
2,664,450 |
|
|
|
|||||
|
|
Fifth Third Bancorp |
Fifth Third Bancorp |
|
2,441,229 |
|
|
|
Raymond James
|
Raymond James
|
|
791,939 |
|
|
|
|||||
|
|
TD Ameritrade Holding Corp |
TD Ameritrade Holding Corp |
|
661,192 |
|
|
|
|||||
|
|
Jefferies Group Inc |
Jefferies Group Inc |
|
370,468 |
|
|
|
|||||
|
|
Popular Inc |
Popular Inc |
|
367,038 |
|
Mid-Cap Value Fund |
|
Fifth Third Bancorp |
Fifth Third Bancorp |
|
33,055,750 |
|
|
|
|||||
|
|
TD Ameritrade Holding Corp |
TD Ameritrade Holding Corp |
|
2,929,103 |
|
Small-Cap Blend Index Fund |
|
Susquehanna
|
Susquehanna
|
|
1,567,571 |
|
|
|
|||||
|
|
Stifel Financial Corp |
Stifel Financial Corp |
|
1,373,815 |
|
|
|
|||||
|
|
KBW Inc |
KBW Inc |
|
455,796 |
|
|
|
|||||
|
|
Knight Capital Group Inc-A |
Knight Capital Group Inc-A |
|
349,572 |
|
|
|
|||||
|
|
Piper Jaffray Cos |
Piper Jaffray Cos |
|
319,354 |
|
|
|
|||||
|
|
Investment Technology Group |
Investment Technology Group |
|
266,662 |
|
|
|
|||||
|
|
Cowen Group Inc-Class A |
Cowen Group Inc-Class A |
|
181,557 |
|
|
|
|||||
|
|
Oppenheimer Holdings-Cl A |
Oppenheimer Holdings-Cl A |
|
145,966 |
|
|
|
|||||
|
|
FBR & Co |
FBR & Co |
|
94,314 |
|
|
|
|||||
|
|
Cascade Bancorp |
Cascade Bancorp |
|
21,499 |
|
Small-Cap Equity Fund |
|
Susquehanna
|
Susquehanna
|
|
7,149,109 |
|
|
|
|||||
|
|
Piper Jaffray Cos |
Piper Jaffray Cos |
|
23,359 |
|
Social Choice Equity Fund |
|
BB&T Corp |
BB&T Corp |
|
7,083,254 |
|
|
|
|||||
|
|
State Street Corp |
State Street Corp |
|
5,137,227 |
|
|
|
|||||
|
|
Schwab (Charles) Corp |
Schwab (Charles) Corp |
|
4,537,906 |
|
|
|
|||||
|
|
Popular Inc |
Popular Inc |
|
849,186 |
|
|
|
|||||
|
|
Susquehanna
|
Susquehanna
|
|
10,339 |
|
|
|
|||||
|
|
Investment Technology Group |
Investment Technology Group |
|
1,291 |
|
S&P 500 Index Fund |
|
Wells Fargo & Co |
Wells Fargo & Co |
|
22,256,557 |
|
|
|
|||||
|
|
JPMorgan Chase & Co |
JPMorgan Chase & Co |
|
21,292,728 |
|
|
|
|||||
|
|
Citigroup Inc |
Citigroup Inc |
|
14,719,994 |
|
|
|
|||||
|
|
Bank of America Corp |
Bank of America Corp |
|
13,508,110 |
|
|
|
|||||
|
|
Goldman Sachs Group Inc |
Goldman Sachs Group Inc |
|
7,418,547 |
|
|
|
|||||
|
|
Morgan Stanley |
Morgan Stanley |
|
3,233,601 |
|
|
|
|||||
|
|
State Street Corp |
State Street Corp |
|
2,873,027 |
|
|
|
|||||
|
|
BB&T Corp |
BB&T Corp |
|
2,722,719 |
|
|
|
|||||
|
|
Schwab (Charles) Corp |
Schwab (Charles) Corp |
|
2,002,099 |
|
|
|
|||||
|
|
Fifth Third Bancorp |
Fifth Third Bancorp |
|
1,796,125 |
|
REGULAR BROKER OR DEALER BASED ON ENTITIES ACTING AS PRINCIPALS
|
|
|
|
|
|
|
|
|
Fund |
|
|
Broker |
|
Parent |
|
Holdings
|
|
Growth and Income Fund |
|
|
Goldman Sachs Group Inc |
|
Goldman Sachs Group Inc |
|
14,822,040 |
|
International Equity Fund |
|
|
Nomura Holdings Inc |
|
Nomura Holdings Inc |
|
288,061 |
|
International Equity Index Fund |
|
|
Nomura Holdings Inc |
|
Nomura Holdings Inc |
|
4,525,796 |
|
Large-Cap Growth Fund |
|
|
Goldman Sachs Group Inc |
|
Goldman Sachs Group Inc |
|
15,909,843 |
|
Large-Cap Value Fund |
|
|
Goldman Sachs Group Inc |
|
Goldman Sachs Group Inc |
|
9,466,376 |
|
S&P 500 Index Fund |
|
|
Goldman Sachs Group Inc |
|
Goldman Sachs Group Inc |
|
7,418,547 |
|
|
|
|
|
|
|
|
|
|
|
DIRECTED BROKERAGE |
|
|
In accordance with the 1940 Act, the Funds have adopted a policy prohibiting the Funds from compensating brokers or dealers for the sale or promotion of Fund shares by the direction of portfolio securities transactions for the Funds to such brokers or dealers. In addition, Advisors has instituted policies and procedures so that Advisors personnel do not violate this policy of the Funds. |
|
|
|
All matters of applicable state law pertaining to the Funds have been passed upon by Jonathan Feigelson, Senior Managing Director, General Counsel of the Trust (and TIAA and CREF). Dechert LLP serves as legal counsel to the Funds and has provided advice to the Funds related to certain matters under the federal securities laws. |
|
|
The financial statements for the fiscal year ended October 31, 2012 for the Equity Funds and the fiscal year ended March 31, 2012 for the Fixed-Income and Real Estate Securities Funds, which concern Funds in existence during such periods and which are incorporated by reference in this Statement of Additional Information, have been audited by PricewaterhouseCoopers LLP, the Funds independent registered public accounting firm, as stated in their report appearing therein and have been so incorporated in reliance on the report of such firm given on its authority as experts in accounting and auditing. |
|
|
|
The audited and unaudited financial statements of the Funds are incorporated herein by reference to (i) the Trusts Annual Reports on Form N-CSR for the fiscal year ended October 31, 2012 for the Equity Funds and fiscal year ended March 31, 2012 for the Fixed-Income and Real Estate Securities Funds, and (ii) the Trusts Semiannual Reports on Form N-CSR for the six-month fiscal period ended April 30, 2012 for the Equity Funds and the six-month fiscal period ended September 30, 2012 for the Fixed-Income and Real Estate Securities Funds. These financial statements have been filed with the SEC and the reports have been provided to all shareholders. The Funds will furnish you, without charge, another copy of the Annual or Semiannual Report on request. Note that such statements, reports and filings do not contain information on the Social Choice Bond Fund or the International Opportunities Fund if they were not operational during the applicable periods. |
|
B-64
Statement of Additional Information
§
TIAA-CREF Funds
|
automotive safety in the United States and apartheid policies in South Africa. |
In the 1990s and 2000s, TIAA-CREF continued to strengthen its commitment to responsible investing and good corporate citizenship, including the establishment of the CREF Social Choice Account and other socially screened investment products that give special consideration to social concerns. Additionally, TIAA-CREF focused on influencing companies to adopt best-in-class governance practices and disclosures related to director elections, board structure and compensation. |
The repeated corporate crises of the last decade (such as options-back dating and other accounting-related fraud, instances of egregious compensation practices connected with poor performance, and most recently, the meltdown of the global financial sector) have highlighted the need for market participants and shareholders to re-commit to practices and behaviors that promote the long-term, sustainable health of our economy. We believe it is important that issuers and shareholders act responsibly to restore and maintain public trust and confidence in the governance of our public corporations. |
In this light, we have revised this sixth edition of the Policy Statement to reflect current developments in corporate governance, social and environmental policies, the convergence of best practices across global markets, and enhanced shareholder rights and responsibilities recently granted by the U.S. Securities and Exchange Commission, Congress, and other foreign governments and regulators. Our policies continue to respect the province of boards and management to run the company while safeguarding our rights as shareholders. |
The Policy Statement is reviewed periodically and is subject to amendment. The latest edition of the Policy Statement incorporating any amendments is posted on our website (www.tiaa-cref.org). |
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II. TIAA-CREFS CORPORATE GOVERNANCE PROGRAM |
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A. Introduction |
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The TIAA and TIAA-CREF Funds Boards have delegated oversight of TIAA-CREFs corporate governance program, including oversight of managements development and establishment of portfolio company governance policies, to the TIAA and TIAA-CREF Funds Committees on Corporate Governance and Social Responsibility (separate committees of the TIAA board and the boards of TIAA-CREF affiliated investment companies that meet jointly and are composed entirely of independent trustees, but that vote separately on matters presented to them for approval). |
TIAA-CREFs corporate governance program is administered by a staff of professionals within the Corporate Governance Group who work collaboratively with the Asset Management Group and other internal stakeholders. |
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B. Governance Activities |
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1. Proxy Voting |
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Proxy voting is a key component of TIAA-CREFs oversight and engagement program. It is one of our primary methods for exercising our shareholder rights and influencing the behavior of |
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portfolio companies. TIAA-CREF commits substantial resources to making informed voting decisions in furtherance of our mission. All of our voting decisions are made in the best interest of our participants and shareholders. |
TIAA-CREFs voting policies, as described in this Policy Statement, are implemented on a case-by-case basis by the staff of our Corporate Governance Group. The staff relies on its professional judgment informed by proprietary research, reports provided by a variety of third-party research providers, consultation with our Asset Management Group and our trustees or a committee thereof. Annual disclosure of our proxy votes is available on our website and on the website of the Securities and Exchange Commission. |
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2. Engagement |
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Our preference is to engage privately with portfolio companies when we perceive shortcomings in their governance or environmental and social policies and practices that we believe impact their performance. This strategy of quiet diplomacy reflects our belief and past experience that informed dialogue with board members and senior executives, rather than public confrontation, will most likely lead to a mutually productive outcome. |
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We target portfolio companies for engagement based on research and evaluation of their governance and performance. Governance reviews are supplemented by an analysis of each companys financial condition and risk profile conducted in conjunction with our Asset Management Group. |
In prioritizing issues for engagement, we take into account their materiality, their potential impact on TIAA-CREFs investment performance, their relevance to the marketplace, the level of public interest, the applicability of our policies and the views of TIAA-CREFs participants and shareholders and institutional clients. |
As noted, our preference is for constructive engagement strategies that can utilize private communication, minimize confrontation and attain a negotiated settlement. While quiet diplomacy remains our core strategy, particularly for domestic companies, TIAA-CREFs engagement program involves many different activities and initiatives. Engagement may include the following activities: |
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submitting shareholder resolutions |
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withholding or voting against one or more directors |
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requesting other investors to support our initiatives |
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engaging in collaborative action with other investors |
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engaging in public dialogue and commentary |
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supporting an election contest or change of control transaction |
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conducting a proxy solicitation |
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seeking regulatory or legislative relief |
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commencing or supporting litigation |
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pursuing other enforcement or compliance remedies |
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TIAA-CREF is committed to engagement with companies and will only consider divesting from a security in the rarest of circumstances. As a matter of general investment policy, we may consider divesting or underweighting a companys stock from our accounts in cases where we conclude that the financial or reputational risks from a companys policies or activities are so great that continued ownership of its stock is no longer prudent. |
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Our policy of engagement over divestment is a matter of principle that is based on several considerations: (i) divestment would eliminate our standing and rights as a shareholder and foreclose further engagement; (ii) divestment would be likely to have negligible impact on portfolio companies or the market; (iii) divestment could result in increased costs and short-term losses; and (iv) divestment could compromise our investment strategies and negatively affect our performance. For these reasons, we believe that divestment does not offer TIAA-CREF an optimal strategy for changing the policies and practices of portfolio companies, nor is it the best means to produce long-term value for our participants and shareholders. |
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3. Thought Leadership |
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In addition to proxy voting and engagement, which are actions targeted at specific companies, TIAA-CREF believes that it is important to participate in the creation, development and implementation of ideas and practices surrounding corporate governance and social responsibility in order to influence the broadest constituency possible. While the following list of activities is not necessarily exhaustive, it provides an overview of the variety of ways we participate in the corporate governance and social responsibility community. |
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TIAA-CREF periodically publishes its policies on corporate governance, shareholder rights, social responsibility and related issues. These policies inform portfolio companies and provide the basis for our engagement activities. |
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TIAA-CREF participates in the public debate over issues of corporate governance and responsible corporate behavior in domestic and international markets. |
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TIAA-CREF participates in membership organizations and professional associations that seek to promote good corporate governance, protect shareholder rights and advance social responsibility. We also participate in related conferences and symposia in order to actively contribute to the development of the emerging corporate governance and social responsibility best practices. |
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TIAA-CREF sponsors research, hosts conferences and works with regulators, legislators, self-regulatory organizations, and other institutional investors to educate the business community and the investing public about governance, shareholder rights and social responsibility. |
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TIAA-CREF submits written comments on regulatory proposals and testifies before various governmental bodies, administrative agencies and self-regulatory organizations. |
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TIAA-CREF routinely engages with professional service providers (e.g., law, executive recruiting, executive compensation and accounting firms) in order to share knowledge and influence the professionals who advise our portfolio companies on important issues. |
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4. International Corporate Governance |
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With a substantial share of our assets invested in equities of companies listed on foreign markets and with international holdings in over 50 countries, TIAA-CREF is recognized as one of the most influential investors in the world. We have a long history of acting on behalf of our participants and shareholders to improve corporate governance standards globally. Our international governance activities, like our domestic program, are designed to |
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protect our investments, reduce risk and increase shareholder value. We focus our governance efforts in those foreign markets where we currently have, or expect to have in the future, significant levels of capital at risk. |
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Our international corporate governance program consists of: (i) selective direct engagement with foreign portfolio companies; (ii) selective collaborative engagement with other institutional investors based in foreign markets; (iii) engagement and dialogue with foreign regulators, legislators and industry groups, and (iv) active participation in global corporate governance organizations. |
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In addition to maintaining a leadership role as an advocate for shareholder rights and good governance globally, TIAA-CREF is committed to using our best efforts to vote our shares in international companies. Our staff is familiar with voting procedures in every country where we invest and we stay abreast of new developments occurring in those markets. Additionally, we promote reforms needed to eliminate cross-border voting inefficiencies and to improve the mechanics of proxy voting globally. |
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TIAA-CREF has endorsed many of the governance standards of international associations and shareholder organizations. We agree with the widely-held view that the harmonization of international governance principles and standards of best practice is essential to achieve efficiency in the global capital markets. Accordingly, our governance initiatives in many non-U.S. markets with less developed corporate governance practices seek to deal with the following problems: |
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Robust shareholder rights, basic governance standards of board accountability and independence, full and timely disclosure and financial transparency are in many cases still only aspirational. |
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Legal and regulatory systems are still underdeveloped and means of enforcement can often be lacking. |
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Listed companies dominated by controlling shareholders often blend characteristics of private and public companies; giving management and insiders too much power and minority shareholders too little. |
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Foreign governments retain ownership in many local listed companies and exercise special powers that interfere with capital market efficiency. |
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Foreign banks often hold large blocks of shares within the companies they do business that can create conflicts of interest. |
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Ambivalence about shareholder engagement, control contests and takeover bids undermines management accountability and market vitality. |
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Policies and internal systems designed to avoid bribery and corruption are underdeveloped or nonexistent. |
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III. SHAREHOLDERS RIGHTS AND RESPONSIBILITIES |
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A. Introduction |
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TIAA-CREF recognizes that the laws, practices and customs governing company and shareholder interactions continue to vary across the globe despite recent harmonization efforts. However, we believe there are certain shareholder rights that should be respected by all publicly-traded operating companies regardless of their domicile. Similarly, shareholders also have a duty to exercise their rights responsibly. |
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Below we outline TIAA-CREFs basic expectations for both companies and shareholders. While in some cases the full adoption of these rights and responsibilities may still be aspirational, we believe these principles should be pursued in the interest of maintaining well-functioning markets. |
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B. Generally Applicable Shareholder Rights |
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As owners of equity securities, shareholders rely primarily on a corporations board of directors to protect their interests. Unlike other groups that do business with the corporation (e.g., customers, suppliers and lenders), holders of common stock have no clear contractual protection of their interests. Instead, they place their trust in the directors, whom they elect, and use their right to vote at shareholder meetings to ensure the accountability of the board. We believe that the basic rights and principles set forth below should be guaranteed and should govern the conduct of every publicly-traded company. |
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Each Director Should Represent All Shareholders. Shareholders should have the right to expect that each director (including directors who are affiliated with either the company or a particular shareholder) is acting in the interest of all shareholders and not that of a particular constituent, special interest group or dominant shareholder. |
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One Share, One Vote. Generally, shareholders should have the right to vote in proportion to their economic stake in the company. Each share of common stock should have one vote. The board should not create multiple classes of common stock with disparate or super voting rights, nor should it give itself the discretion to cap voting rights that reduce the proportional representation of larger shareholdings. Companies that do not have a one-share-one-vote structure should periodically asses the efficacy of such a structure and provide shareholders with a rationale for maintaining such a structure. |
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Financial Equality. All shareholders should receive fair and equal financial treatment. We support measures designed to avoid preferential treatment of any shareholder. |
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Confidential Voting. Shareholders should be able to cast proxy votes in a confidential manner. Tabulation should be conducted by an Inspector of Election who is independent of management. In a contest for control, it may be appropriate to modify confidentiality provisions in order to ensure the accuracy and fairness of the voting results. |
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Vote Requirements. The board should not impose super-majority vote requirements, except in unusual cases where necessary to protect the interests of minority shareholders. Abstentions should not be included in the vote tabulation, except for purposes of determining whether a quorum is present. Shareholder votes cast for or against a proposal should be the only votes counted. |
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The board should not combine or bundle disparate issues and present them for a single vote. Shareholders should have the right to vote on each separate and distinct issue. |
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Authorization and Issuance of Stock. Shareholders should have the right to approve the authorization of shares of common stock and the issuance of shares for corporate purposes in order to ensure that such actions serve a valid purpose and are consistent with shareholder interests. |
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Antitakeover Provisions. Shareholders should have the right to approve any provisions that alter fundamental shareholder rights and powers. This includes poison pills and other anti-takeover devices. We strongly oppose antitakeover plans that contain continuing director or deferred redemption provisions limiting the discretion of a future board to redeem the plan. We believe that antitakeover measures should be limited by reasonable expiration periods. |
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Board Communication. Shareholders should have the ability to communicate with the board of directors. Companies should adopt and disclose procedures for shareholders to communicate their views and concerns directly to board members. Applicable regulations aimed at preventing selective disclosure of material non-public information should not be used by boards and management as a shield to meaningful dialogue with shareholders. |
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Common Language. Annual meeting agendas and disclosure documents should be published in English, the generally accepted language of international business, whenever a company has accessed global capital. Shareholders should not be disenfranchised as a result of language barriers. |
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Impediments to Voting. Shareholders should be able to vote all their shares without impediments such as share blocking, beneficial owner registration, voting by show of hands, late notification of agenda items or other unreasonable requests. This is particularly problematic in many foreign markets. |
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Vote Confirmation. Shareholders should have the ability to confirm that their votes have been received and tabulated. The proxy voting process involves an extensive network of participants creating a risk that votes submitted by shareholders do not ultimately reach the corporation. Shareholders are devoting an increasing amount of resources to making their voting decisions and should be able to know that they are not being lost in the system. |
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Robust Disclosure. Shareholders should expect robust disclosure on any item on which they are voting. In order to make informed decisions, shareholders should not be reliant on a third party to gather information from multiple sources. Companies should provide information on director qualifications, independence, affiliations, related party transactions, executive compensation, conflicts of interest and other relevant governance information. Additionally, companies should provide audited financial statements that are acceptable under international governance and accounting standards. |
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C. Shareholder Responsibilities |
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As providers of capital, long-term shareholders have among the most to lose if markets deteriorate and asset prices fall. This is especially true for those institutions who invest on behalf of individuals, such as TIAA-CREF, whose losses can have a broad impact on the general publics long-term financial security. Therefore, it is critical for such investors to participate as active owners of the companies in which they invest. By acting as responsible investors, long-term shareholders help to protect not only their clients but the capital markets as a whole. We believe that the following principles provide a framework for being a responsible investor. |
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Exercise Rights Responsibly. Investors should exercise their rights responsibly to ensure companies are well-managed and positioned to drive long-term value. They should vote their shares diligently, recognizing that they are a valuable asset, and an important means to communicate with the company and other shareholders. Investors should not blindly support management, and should dedicate appropriate resources, including senior management, to proxy decisions. Further, investors should carefully and thoughtfully use the shareholder rights granted to them through regulation or the companys bylaws. Boards and management should not have to continuously expend corporate resources responding to shareholder demands that the average prudent and responsible shareholder would deem frivolous, unreasonable or immaterial to the long-term health of the company. |
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Hold Boards Accountable. Investors should be willing to take action when they believe the board has not adequately represented their interests. Shareholders should be willing and able to remove directors when they have performed badly or have been unresponsive to less aggressive overtures. |
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Monitor Performance. Once they have made an investment decision, investors should be prepared to monitor companies and they should develop skills to do so. Monitoring includes discussions with both the board and management in differing ways, and engagement with companies on issues of concern. Shareholders should consider many factors in monitoring companies, including long-term performance, board performance, governance and other policies, strategic direction and leadership. Shareholders also should consider factors of risk, both from a perspective of whether appropriate risks are encouraged, but also monitoring performance in the context of the risk taken to achieve desired returns. |
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Promote Aligned Compensation. Shareholders should ensure that compensation policies are performance-based, appropriately tailored to meet the companys circumstances, integrated into and consistent with the business strategy and have a long-term orientation. There are a variety of ways to achieve these objectives. Nevertheless, these strategies should be based on realistic accounting of profits as well as encompass a measurement of risk. Compensation decisions provide one of the better windows into the boardroom, and clearly reflect on the quality of the board, its priorities, its ability to balance competing interests and its independence from management. Shareholders should strive to provide thoughtful feedback to companies through engagement, proxy votes, investor policy statements and advisory votes on compensation. |
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Defend Integrity of Accounting Standards. Shareholders should take a more active position in defending the integrity of accounting standards. Accounting standards play an important role in our governance system, as the quality of reported information is effectively the life blood of financial markets. The purpose of financial statements should be to transparently represent the true condition of the reporting entity. If a company or industry is volatile or risky, the financial statements should represent this. Investors are otherwise unable to effectively judge risk and allocate capital appropriately. |
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Increase Communication. Shareholders and boards should work together to develop constructive solutions to the risks posed |
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by governance problems. Communication can be structured or unstructured or formal or informal, but whatever method is used, it should take place as necessary to ensure alignment and understanding of goals. |
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Encourage Long-Term Orientation. The adoption of a long-term perspective should encourage boards and management to generate policies for sustainable growth and earnings, and discourage excessive short-term risk taking. Investors should have discipline in ensuring that they themselves are acting in the long-term interests of their beneficiaries, ranging from dedicating the proper resources to governance and monitoring to ensuring their own reward system is consistent with a long-term strategy. |
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Strengthen Investors Own Governance. Large mutual funds and pension funds hold significant stakes in corporate America and, therefore, have the greatest potential ability to influence corporate policies. However, in order to be credible advocates, they should hold themselves to high standards of governance appropriate for their own operations. Fund governance practices, which understandably differ from governance practices for publicly-traded operating companies in certain respects, still should be examined to ensure that any potential conflicts of interests are properly managed and that fiduciary obligations are met. |
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Ensure Responsible Securities Lending. Institutional investors must balance their responsibility to be active owners with their duty to generate optimal financial returns for their beneficiaries. Securities lending practices can create a conflict with respect to whether to recall loaned securities in order to vote, or not to recall in order to preserve lending fee revenue. In the U.S., the lack of advance notice of agenda items prior to the record date can further complicate an investors securities recall decision. To address these issues, institutional investors should develop new policies or enhance existing ones governing their securities lending and proxy voting practices. The policies should require the investor to conduct an analysis of the relative value of lending fees versus voting rights in any given situation and require a recall of securities when the investor believes the exercise of voting rights may be necessary to maximize the long-term value of its investments despite the loss of lending fee revenue. Further, to the extent practicable and consistent with applicable regulations and existing contractual obligations, the policy should require the investor to monitor its securities lending program. |
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IV. CORPORATE GOVERNANCE PRINCIPLES |
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A. Introduction |
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TIAA-CREF believes that no matter where a company is located, once it elects to access capital from the public it becomes subject to basic principles of corporate governance. Corporate governance standards must balance two goalsprotecting the interests of shareholders while respecting the duty of boards and managers to direct and manage the affairs of the corporation. |
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The corporate governance policies set forth in this Policy Statement seek to ensure board and management accountability, sustain a culture of integrity, contribute to the strength and continuity of corporate leadership and promote the long-term |
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growth and profitability of the business enterprise. At the same time, these policies are designed to safeguard our rights as shareholders and provide an active and vigilant line of defense against fraud, breaches of integrity and abuses of authority. |
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Below we present our basic expectations of portfolio companies. While we recognize that companies outside the United States are subject to different laws, standards and customs and are mindful that cultural differences need to be respected, we do not believe this should result in companies failing to comply with the principles presented. Furthermore, we are also mindful that companies face unique situations and that a one size fits all approach to corporate governance is not practical. However, when a company chooses to not to adopt a generally accepted governance practice, we expect disclosure explaining why such a decision was appropriate. |
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B. Expectations of Portfolio Companies |
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1. The Board of Directors |
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The board of directors in their representation of the long-term interest of shareholders is responsible for, among other things: (i) overseeing the development of the corporations long-term business strategy and monitoring its implementation; (ii) assuring the corporations financial integrity; (iii) developing compensation and succession planning policies; (iv) setting the ethical tone for the company; and (v) ensuring management accountability. |
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To fulfill these responsibilities, the board must establish good governance policies and practices. Good governance is essential to the boards fulfillment of its duties of care and loyalty. Shareholders in turn are obligated to monitor the boards activities and hold directors accountable for the fulfillment of their duties. |
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TIAA-CREF has adopted the following principles for board structure and process: |
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Board Membership |
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Director Independence. The board should be composed of a substantial majority of independent directors. A periodic examination of all relevant information should be conducted to ensure compliance with this policy. TIAA-CREF has long advocated for director independence, which is now widely accepted as the keystone of good corporate governance. The definition of independence should not be limited to stock exchange listing standards. At a minimum, we believe that to be independent a director and his or her immediate family members should have neither present or recent employment with the company, nor any substantial connection of a personal or financial nature other than ownership of equity in the company. Boards should be mindful that personal or business relationships, even without a financial component, can compromise independence. Any director who a disinterested observer would reasonably consider to have a substantial relationship with the company should not be considered independent. Independence requirements should be interpreted broadly to ensure there is no conflict of interest, in fact or in appearance, that might compromise a directors objectivity and loyalty to shareholders. |
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Director Election. As discussed in more detail below, TIAA-CREF believes that a companys charter or bylaws should |
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dictate that directors be elected annually by a majority of votes cast. |
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Director Compensation. Directors should have a direct, personal and meaningful investment in the common stock of the company. We believe that stock ownership helps align board members interests with those of shareholders. Director compensation programs should include a balanced mix of cash and equity and be structured to encourage a long-term perspective. |
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Disclosure of Monetary Arrangements. Any monetary arrangements between the company and directors outside normal board activities should be approved by the board and disclosed to shareholders. Such monetary arrangements are generally discouraged, as they may compromise a directors independence. |
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Other Commitments. Prior to nominating directors, the nominating and governance committee should ensure that directors are able to devote the necessary time and energy to fulfill their board responsibilities. Considerations should include current employment responsibilities, other board and committee commitments and the travel required to attend board meetings in person. |
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Director Education. Companies should encourage directors to attend education programs offered by the company as well as those offered externally. After an orientation program to acclimate new directors to the companys operations and culture, directors should also receive continued training to increase their knowledge and understanding of the companys businesses and operations. They should enroll in education programs to improve their industry-specific knowledge and understanding of their responsibilities. |
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Director Elections |
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TIAA-CREF has adopted the following policy on director elections: |
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Directors should be elected annually by a majority rather than a plurality of votes cast.* |
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In the election of directors, shareholders should have the right to vote for, against, or abstain. |
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In any election where there are more candidates on the proxy than seats to be filled, directors should be elected by a plurality of votes cast.* |
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Any incumbent candidate in an uncontested election who fails to receive a majority of votes cast should be required to tender an irrevocable letter of resignation to the board. The board should decide promptly whether to accept the resignation or to seat the incumbent candidate and should disclose the reasons for its decision. |
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Amendments to a companys director election standards should be subject to a majority vote of shareholders. |
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Votes cast should include withholds. Votes cast should not include abstains, except that abstains should be counted as present for quorum. |
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Director Nomination |
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Director Retirement Policy. Although TIAA-CREF does not support arbitrary limits on the length of director service, we believe boards should establish a formal director retirement policy. A director retirement policy can contribute to board stability, vitality and renewal. |
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Director Qualifications. The board should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. The board should reflect a diversity of background and experience. All directors serving on the audit committee should be financially literate and at least one director should qualify as a financial expert. All directors should be prepared to devote substantial time and effort to board duties, taking into account their other professional responsibilities and board memberships. |
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Shareholder Nominations. Boards should establish and disclose the process by which shareholders can submit nominations to be considered by the board. If the nomination is not accepted, the board should communicate to that shareholder a reason for not accepting the nomination. |
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Proxy Access. TIAA-CREF believes that shareholders should have the right to place their director nominees on the companys proxy and ballot in accordance with applicable law, or absent such law if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. |
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Board Responsibilities |
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Monitoring and Oversight. In fulfilling its duty to monitor the management of the corporate enterprise, the board should: (i) be a model of integrity and inspire a culture of responsible behavior and high ethical standards; (ii) ensure that corporate resources are used only for appropriate business purposes; (iii) mandate strong internal controls, avoid conflicts of interest, promote fiscal accountability and ensure compliance with applicable laws and regulations; (iv) implement procedures to ensure that the board is promptly informed of any violations of corporate standards; (v) through the Audit Committee, engage directly in the selection and oversight of the corporations external audit firm; and (vi) develop, disclose and enforce a clear and meaningful set of corporate governance principles. |
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Strategic Business Planning. The board should participate with management in the development of the companys strategic business plan and should engage in a comprehensive review of strategy with management at least annually. The board should monitor the companys performance and strategic direction, while holding management responsible for implementing the strategic plan. |
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CEO Selection, Evaluation and Succession Planning. One of the boards most important responsibilities is the selection, development and evaluation of executive leadership. Strong, stable leadership with proper values is critical to the success of the corporate enterprise. The board should continuously monitor and evaluate the performance of the CEO and senior executives, and should oversee a succession plan for executive management. The board should disclose the succession planning process generally. |
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Equity Policy. The board should develop an equity policy that determines the proportion of the companys stock to be made available for compensation and other purposes. The policy should establish clear limits on the number of shares to be used for options and other forms of equity grants. The policy should set forth the goals of equity compensation and their links to performance. |
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Board Operation |
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Board Size. The board should be large enough to provide expertise and diversity and allow key committees to be staffed with independent directors, but small enough to encourage collegial deliberation with the active participation of all members. |
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Executive Sessions. The full board and each board committee should hold regular executive sessions at which only independent directors are present. Executive sessions foster a culture of independence and provide opportunities for directors to engage in open discussion of issues that might be inhibited by the presence of management. Executive sessions can be used to evaluate CEO performance, discuss executive compensation and deal with internal board matters. |
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Board Evaluation. The board should conduct an annual evaluation of its performance and that of its key committees. Evaluation criteria linked to board and committee responsibilities and goals should be set forth in the charter and governance policies. In addition to providing director orientation and education, the board should consider other ways to strengthen director performance, including individual director evaluations. |
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Indemnification and Liability. It is appropriate for companies to indemnify directors for liability and legal expenses that arise in connection with their board service to the extent provided by law. However, when a court, regulator or other authoritative body has made a final determination that serious misconduct ( e.g. , fraud, gross negligence and breach of duty of loyalty) has occurred, then directors should not be indemnified. |
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Role of the Chairman. In recent years public confidence in board independence has been undermined by an array of scandals, fraud, accounting restatements, options backdating, abuses in CEO compensation, perquisites and special privileges. These issues have highlighted the need for boards to be (and to be perceived as) fully independent, cost conscious, free of conflicts, protective of shareholder interests and capable of objectivity, toughness and independence in their oversight of executive management. |
In order to ensure independent oversight, TIAA-CREF believes that the separation of CEO and chair or appointment of a lead independent director is appropriate. In addition to disclosing why a specific structure has been selected, when the CEO and chair roles are combined, a company should disclose how the lead independent directors role is structured to ensure they provide an appropriate counterbalance to the CEO/chair. |
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Board Organization |
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Boards should establish at least three standing committeesan audit committee, a compensation committee and a nominating and governance committeeall composed exclusively of independent directors. The credibility of the board will depend in large part on the vigorous demonstration of independence by these standing committees. |
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While the responsibilities of the three primary standing committees are generally established through laws and listing standards, TIAA-CREF believes that specific attention should be given to the following: |
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Compensation Committee |
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The Compensation Committee is responsible for oversight of the companys compensation and benefit programs, including performance-based plans and policies that attract, motivate, retain and incentivize executive leadership to create long-term shareholder value. Committee members should have an understanding of competitive compensation and be able to critically compare the companys plans and practices to those offered by the companys peers. Committee members should be independent-minded, well informed, capable of dealing with sensitive decisions and scrupulous about avoiding conflicts of interest. Committee members should understand the relationship of individual components of compensation to total compensation. The committee, in conjunction with the full board, should confirm that the Compensation Discussion and Analysis (CD&A) accurately reflects the compensation decisions made. Since compensation practices receive such great scrutiny, below we provide principles that we believe should guide the committees compensation decisions. |
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Audit Committee |
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The Audit Committee oversees the companys accounting, compliance and in most cases risk management practices. It is responsible for ensuring the full and fair disclosure of the companys financial condition. The Audit Committee operates at the intersection of the board, management, independent auditors and internal auditors. It has sole authority to hire and fire the corporations independent auditors and to set and approve their compensation. The Audit Committee is also responsible for overseeing the adequacy and effectiveness of the companys internal controls. The internal audit team should report directly to the Audit Committee. |
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Nominating and Governance Committee |
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The Nominating and Governance Committee oversees the companys corporate governance practices and the selection and evaluation of directors. The committee is responsible for establishing board structure and governance policies that conform to regulatory and exchange listing requirements and ensuring the appropriate and effective board oversight of the companys business. When the companys board structure and/or governance policies are not consistent with generally accepted best practices, the committee should ensure that shareholders are provided with a reasonable explanation why the selected structure and policies are appropriate. |
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In addition to the three primary standing committees established through laws and listing standards, boards should also establish additional committees as needed to fulfill their duties. These may include executive, corporate governance, finance, technology, investment, customers and product, operations, human resources, public affairs, sustainability and risk committees. |
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TIAA-CREF has adopted the following principles for committees of the board: |
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Each committee charter should specifically identify the role the committee plays in the overall risk management structure of the board. When a company faces numerous or acute risks, financially or operationally, the board should disclose why the current risk management structure is appropriate. |
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TIAA-CREF Funds § Statement of Additional Information |
B-71 |
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2. |
Each committee should have the power to hire independent experts and advisors. |
3. |
Each committee should report to the full board on the issues and decisions for which it is responsible. |
4. |
Whenever a company is the subject of a shareholder engagement initiative or resolution, the appropriate committee should review the matter and the proposed management response. |
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2. Executive Compensation |
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Recently, there has been an intensive focus on executive compensation by shareholders, legislators, regulators and other observers. TIAA-CREF does not believe in prescribing specific compensation programs or practices for our portfolio companies. We are mindful that each companys situation is unique and encourage the board to craft a compensation program that is appropriately customized. As long-term investors, we support compensation policies that promote and reward the creation of long-term sustainable shareholder value. |
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We appreciate that boards of directors, not shareholders, are in the best position to take all of the relevant factors into consideration in establishing an executive compensation program that will attract, retain and appropriately incentivize executive management to strengthen performance and create long-term sustainable value for shareholders. |
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However, shareholders do have an important role in assessing the boards stewardship of executive compensation and should engage in discussions when they believe compensation programs are not aligned in the best interests of shareholders. To that end, the board, through its Compensation Committee, along with executive management, is responsible for providing shareholders with a detailed explanation of the companys compensation philosophy, including explanations of all components of the program, through disclosure in the CD&A and the board Compensation Committee Report. |
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Although we do not prescribe specifics, below we outline the general principles that should guide the establishment of compensation plans and CD&A disclosures. |
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General Principles |
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Executive compensation should be based on the following principles: |
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Compensation should be objectively linked to appropriate company-specific metrics that drive long-term sustainable value and reflect operational parameters that are affected by the decisions of the executives being compensated. |
2. |
Compensation plans should be based on a performance measurement cycle that is consistent with the business cycle of the corporation. |
3. |
Compensation should include a mixture of cash and equity that is appropriate based on the companys compensation philosophy without incentivising excessive risk. |
4. |
Compensation should consider the overall performance of the company as well as be based on each executives responsibilities and criteria that are actually within each executives control or influence. |
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Compensation should be reasonable by prevailing industry standards, appropriate to the companys size and complexity, and fair relative to pay practices throughout the company. |
6. |
The board should not unduly rely on comparative industry data and other outside surveys to make compensations determinations; especially if such information is inconsistent with the companys compensation philosophy. |
7. |
Compensation Committees should work only with consultants who are independent of management. |
8. |
Companies should use peer groups that are consistent with their industry, size, scope and market for executive talent. |
9. |
Executive performance evaluations should include a balance between formulaic and subjective analysis without being overly reliant on either. |
10. |
If employment contracts are in place for named executive officers, such contracts should balance the need to attract and retain the services of the executive with the obligation to avoid exposing the company to liability, unintended costs and excessive transfers of corporate treasury; especially in the event of terminations for misconduct, gross mismanagement or other reasons constituting a for cause termination. |
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Principles Specific to Equity-Based Compensation Plans |
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While equity-based compensation can offer great incentives to management, it can also have great impact on shareholder value. The need for directors to monitor and control the use of equity in executive compensation has increased in recent years. It is the board of directors that is responsible for oversight of the companys equity compensation programs and for the adequacy of their disclosure. |
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In general, equity-based compensation should be based upon the following principles: |
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The use of equity in compensation programs should be determined by the boards equity policy. Dilution of shareholder equity should be carefully considered and managed, not simply an unintended consequence. |
2. |
All plans that provide for the distribution of stock or stock options should be submitted to shareholders for approval. |
3. |
Equity-based plans should take a balanced approach to the types of equity used. Equity that is not linked to performance metrics runs the risk of rewarding or punishing executives for market movements beyond their control. |
4. |
Equity-based plans should be judicious in the use of stock options. When used inappropriately, option grants can provide incentives for management to focus on the companys short-term stock price rather than long-term performance. |
5. |
Equity-based plans should specifically prohibit mega grants, defined as grants to executives of stock options whose value at the time of the grant exceeds a reasonable multiple of the recipients total cash compensation. |
6. |
Equity-based plans should establish minimum vesting requirements and avoid accelerated vesting. |
7. |
Equity-based plans should specifically prohibit any direct or indirect change to the strike price or value of options without the approval of shareholders. |
8. |
Companies should support requirements for stock obtained through exercise of options to be held by executives for sub- |
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B-72 |
Statement of Additional Information § TIAA-CREF Funds |
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stantial periods of time, apart from partial sales permitted to meet tax liabilities caused by such exercise. Companies should establish holding periods commensurate with pay level and seniority. |
9. |
Companies should require and specify minimum stock ownership requirements for directors and company executives to ensure their interests are aligned with shareholders. |
10. |
Backdating of option grants should be prohibited. Issuance of stock or stock options timed to take advantage of nonpublic information with short-term implications for the stock price should also be prohibited. |
11. |
Equity plans should prohibit recipients from hedging or otherwise reducing their exposure to changes in the companys stock price as this can result in their interests no longer being aligned with shareholders. |
12. |
Generally, dividends (or equivalents) associated with unvested shares should be accrued, payable after the shares have vested and such amounts should be disclosed. However, if dividends are paid on unvested shares then such payment amounts should be disclosed along with a reasonable rationale. |
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Compensation Discussion and Analysis |
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A companys compensation disclosure should be based on the following principles: |
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The disclosure should be clear, concise and generally able to be understood by any reasonably informed shareholder. |
2. |
The disclosure should explain how the program seeks to identify and reward the value added by management. |
3. |
The disclosure should identify how compensation is linked to long-term sustainable value creation. |
4. |
Performance metrics, weights and targets should be disclosed, including why they are appropriate given the companys business objectives and how they drive long-term sustainable value. |
5. |
When possible, charts should be used in conjunction with narratives to enhance comprehension. |
6. |
When compensation decisions are inconsistent with generally accepted practices, care should be given to provide shareholders with a reasonable explanation as to why such actions were deemed appropriate. |
7. |
Significant changes to the compensation program from year to year and accompanying rationale should be prominently identified. |
8. |
Companies should explain their rationale for the peer group selected, including reasons for (a) changes to the group from year to year and (b) any differences in the peer group of companies used for strategic and business purposes and the peer group used for compensation decisions. |
9. |
Non-GAAP financial performance measures should be presented alongside their GAAP counterparts with an explanation of why each adjustment was made. |
10. |
Tax gross-ups, if not generally available to all employees, should be accompanied by disclosure explaining why they are reasonable and necessary. |
11. |
If employment contracts are in place for named executive officers, such contracts should be disclosed in detail with an explanation of how such contracts are in the best interest of the company and its shareholders. |
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V. ENVIRONMENTAL AND SOCIAL ISSUES |
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A. Introduction |
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As a matter of good corporate governance, boards should carefully consider the strategic impact of environmental and social responsibility on long-term shareholder value. Over the last several years, numerous innovative best practices have emerged within corporations that promote risk management (including reputational risk) and sustainable competitiveness. TIAA-CREF believes that companies and boards should exercise diligence in their consideration of environmental and social issues, analyze the strategic and economic questions they raise and disclose their environmental and social policies and practices. To ensure companies have the best possible information about their relationship with their stakeholders, directors should encourage dialogue between the company and its investors, employees, customers, suppliers and the larger community. |
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We believe that investors should encourage a long-term perspective regarding sustainability and social responsibility, which may impact the long-term performance of both individual companies and the market as a whole. We communicate directly with companies to encourage careful consideration of sustainable practices and disclosure. TIAA-CREF may support reasonable shareholder resolutions on social and environmental topics that raise relevant economic issues for companies. In casting our votes, we consider whether the resolution respects the proper role of shareholders and boards in overseeing company policy, as well as any steps that the company may have taken to address concerns. |
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B. Issues of Concern |
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While our policies are not intended to be prescriptive, we believe that the following issues merit board and investor attention: |
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1. Environment and Health |
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We believe that changes in the natural environment, associated human health concerns, and growing national and international efforts to mitigate these concerns will pose risks and opportunities for companies. In particular: |
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A companys greenhouse gas emissions and its vulnerability to climate change may represent both short-term and long-term potential risks; |
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Hazards related to safety or toxic emissions at business facilities may expose companies to such risks as regulatory penalties, legal liability, diminished reputation, increased cost and loss of market share; |
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Expectations of growing resource scarcity, especially with regard to energy, biodiversity, water and forest resources present long-term challenges and uncertainties for businesses; and |
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Significant public health impacts may result from company operations and products, and global health pandemics may disrupt company operations and long-term growth. |
Conversely, strategic management of health and environmental challenges may provide opportunities for enhanced efficiency, reputation, product innovation and competitive advantage. We believe that boards and managers should integrate health and environmental considerations into strategic deliberations. Consistent with long-term business strategic goals, companies |
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TIAA-CREF Funds § Statement of Additional Information |
B-73 |
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should develop and implement policies designed both to mitigate and adapt to these challenges, and to make reasonable disclosures about efforts to manage these concerns. |
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2. Human Rights |
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Adoption and enforcement of human rights codes and fair labor standards, including supply and distribution chains where appropriate, can help a company protect its reputation, increase worker productivity, reduce liability, improve customer loyalty and gain competitive advantage. |
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Companies may face legal or reputational risks relating to per-ceived violations, or complicity in violations, of internationally recognized human rights. While it is the duty of states to protect labor and human rights through the enforcement of national and local laws, companies should strive to respect these rights by developing policies and practices to avoid infringing on the rights of workers, communities and other stakeholders throughout their global operations. |
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The international community has established numerous conventions, covenants and declarations which together form a generally accepted framework for universal human rights. Though most of these instruments are intended to define state duties, the principles underlying these standards form the basis for public judgments about corporate human rights performance. Companies should determine which of these rights may be impacted by company operations and relationships and adopt labor and human rights policies that are consistent with the fundamental attributes of these norms. Examples include freedom of expression, personal security, indigenous rights and labor standards related to child and forced labor, discrimination, and freedom of association and collective bargaining. |
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Companies should be transparent about their policies and develop monitoring systems to ensure compliance by employees, and, where appropriate, business partners. Companies should pay heightened attention to human rights in regions characterized by conflict or weak governance, while it may be more appropriate to emphasize legal compliance in stable countries with well-functioning governments and regulatory systems in place. |
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In the experience of TIAA-CREF, long-term shareholder engagement with companies is the most effective and appropriate means of promoting corporate respect for human rights. However, in the rarest of circumstances and consistent with Section II of this document, we may, as a last resort, consider divesting from companies we judge to be complicit in genocide and crimes against humanity, the most serious human rights violations, after sustained efforts at dialogue have failed and divestment can be undertaken in a manner consistent with our fiduciary duties. |
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3. Diversity and Non-Discrimination |
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Promoting diversity and maintaining inclusive workplace standards can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Boards and management should strive to create a culture of inclusiveness and acceptance of differences at all levels of the corporation. Companies should be aware of any potential failures to provide equal opportunities and develop policies and initiatives to address any concerns. |
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B-74 |
Statement of Additional Information § TIAA-CREF Funds |
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Governance staff takes into account many factors, including input from our Asset Management Group and third-party research. We consider specific company context, including governance prac-tices and financial performance. It is our belief that a one-size-fits-all approach to proxy voting is not appropriate. |
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We establish voting policies with respect to both management proposals and shareholder resolutions. Our proxy voting decisions with respect to shareholder resolutions may be influenced by several additional factors: (i) whether the shareholder resolution process is the appropriate means of addressing the issue; (ii) whether the resolution promotes good corporate governance and is related to economic performance and shareholder value; and (iii) whether the information and actions recommended by the resolution are reasonable and practical. In instances where we agree with the concerns raised by proponents but do not believe that the policies or actions requested are appropriate, TIAA-CREF will generally abstain on the resolution. |
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Where appropriate, we will accompany our vote with a letter of explanation. |
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B. Guidelines for Board-Related Issues |
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Policy Governing Votes on Directors: |
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General Policy: TIAA-CREF will generally vote in favor of the boards nominees. However, we will consider withholding or voting against some or all directors in the following circumstances: |
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When we conclude that the actions of directors are unlawful, unethical, negligent, or do not meet fiduciary standards of care and loyalty, or are otherwise not in the best interest of shareholders. Such actions would include: issuance of backdated or spring loaded options, excessively dilutive equity grants, egregious compensation practices, unequal treatment of shareholders, adoption of inappropriate anti-takeover devices, and unjustified dismissal of auditors. |
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When directors have failed to disclose, resolve or eliminate conflicts of interest that affect their decisions. |
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When less than a majority of the companys directors are independent, by TIAA-CREF standards of independence. |
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When a director has consistently failed to attend board and committee meetings without an appropriate rationale being provided. |
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In cases where TIAA-CREF decides to withhold or vote against the entire board of directors, we will also abstain or vote against a provision on the proxy granting discretionary power to vote on other business arising at the shareholders meeting. |
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Contested Elections: |
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General Policy: TIAA-CREF will generally vote for the candidates we believe will best represent the interests of long-term shareholders. |
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Majority Vote for the Election of Directors: |
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General Policy: As indicated in Section IV of this Policy Statement, TIAA-CREF will generally support shareholder resolutions asking that companies amend their governance documents to provide for director election by majority vote. |
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Reimbursement of Expenses for Dissident Shareholder Nominees: |
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General Policy: TIAA-CREF will consider on a case-by-case basis shareholder resolutions asking that the company reimburse certain expenses related to the cost of dissident short-slate director campaigns or election contests. |
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Establish Specific Board Committees: |
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General Policy: TIAA-CREF will generally vote against shareholder resolutions asking the company to establish specific board committees unless we believe specific circumstances dictate otherwise. |
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Annual Election of Directors: |
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General Policy: TIAA-CREF will generally support shareholder resolutions asking that each member of the board stand for reelection annually. |
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Cumulative Voting: |
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General Policy: TIAA-CREF will generally not support proposals asking that shareholders be allowed to cumulate votes in director elections, as this practice may encourage the election of special interest directors. |
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C. Guidelines for Other Governance Issues |
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Separation of Chairman and Chief Executive Officer: |
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General Policy: TIAA-CREF will generally not support shareholder resolutions asking that the roles of Chairman and CEO be separated. However we may support such resolutions where we believe that there is not a bona-fide lead independent director and the companys corporate governance practices or business performance are materially deficient. |
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Ratification of Auditor: |
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General Policy: TIAA-CREF will generally support the boards choice of auditor and believe we should be able to do so annually. However, TIAA-CREF will consider voting against the ratification of an audit firm where non-audit fees are excessive, where the firm has been involved in conflict of interest or fraudulent activities in connection with the companys audit, or where the auditors independence is questionable. |
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Supermajority Vote Requirements: |
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General Policy: TIAA-CREF will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. |
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Dual-Class Common Stock and Unequal Voting Rights: |
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General Policy: TIAA-CREF will generally support shareholder resolutions asking for the elimination of dual classes of common stock with unequal voting rights or special privileges. |
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Right to call a Special Meeting: |
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General Policy: TIAA-CREF will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. |
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TIAA-CREF Funds § Statement of Additional Information |
B-75 |
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Right to Act by Written Consent: |
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General Policy: TIAA-CREF will consider on a case-by-case basis shareholder resolutions asking that they be granted the ability to act by written consent. |
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Antitakeover Devices (Poison Pills): |
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General Policy: TIAA-CREF will consider on a case-by-case basis proposals relating to the adoption or rescission of anti-takeover devices with attention to the following criteria: |
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Whether the company has demonstrated a need for anti-takeover protection; |
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Whether the provisions of the device are in line with generally accepted governance principles; |
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Whether the company has submitted the device for shareholder approval; and |
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Whether the proposal arises in the context of a takeover bid or contest for control. |
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TIAA-CREF will generally support shareholder resolutions asking to rescind or put to a shareholder vote antitakeover devices that were adopted without shareholder approval. |
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Reincorporation: |
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General Policy: TIAA-CREF will evaluate on a case-by-case basis proposals for reincorporation taking into account the intention of the proposal, established laws of the new domicile and jurisprudence of the target domicile. We will not support the proposal if we believe the intention is to take advantage of laws or judicial interpretations that provide antitakeover protection or otherwise reduce shareholder rights. |
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D. Guidelines for Compensation Issues |
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Equity-Based Compensation Plans: |
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General Policy: TIAA-CREF will review equity-based compensation plans on a case-by-case basis, giving closer scrutiny to companies where plans include features that are not performance-based or where total potential dilution from equity compensation exceeds 10%. As a practical matter, we recognize that more dilutive broad-based plans may be appropriate for human-capital intensive industries and for small- or mid-capitalization firms and start-up companies. |
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We generally note the following red flags when evaluating executive compensation: |
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Excessive Equity Grants: TIAA-CREF will examine a companys past grants to determine the rate at which shares are being issued. We will also seek to ensure that equity is being offered to more than just the top executives at the company. A pattern of excessive grants can indicate failure by the board to properly monitor executive compensation and its costs. |
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Lack of Minimum Vesting Requirements: TIAA-CREF believes that companies should establish minimum vesting guidelines for senior executives who receive stock grants. Vesting requirements help influence executives to focus on maximizing the companys long-term performance rather than managing for short-term gain. |
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Undisclosed or Inadequate Performance Metrics: TIAA-CREF believes that performance goals for equity grants should be |
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disclosed meaningfully. Performance hurdles should not be too easily attainable. Disclosure of these metrics should enable shareholders to assess whether the equity plan will drive long-term value creation. |
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Misalignment of Interests: TIAA-CREF supports equity ownership requirements for senior executives and directors to align their interests with those of shareholders. |
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Reload Options: TIAA-CREF will generally not support reload options that are automatically replaced at market price following exercise of initial grants. Reload options can lead to excessive dilution and overgenerous benefits and allow recipients to lock in increases in stock price that occur over the duration of the option plan with no attendant risk. |
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Mega Grants: TIAA-CREF will generally not support mega grants. A companys history of such excessive grant practices may prompt TIAA-CREF to vote against the stock plans and the directors who approve them. Mega grants include equity grants that are excessive in relation to other forms of compensation or to the compensation of other employees and grants that transfer disproportionate value to senior executives without relation to their performance. |
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Undisclosed or Inappropriate Option Pricing: TIAA-CREF will generally not support plans that fail to specify exercise prices or that establish exercise prices below fair market value on the date of grant. |
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Repricing Options: TIAA-CREF will generally not support plans that authorize repricing. However, we will consider on a case-by-case basis management proposals seeking shareholder approval to reprice options. We are more likely to vote in favor of repricing in cases where the company excludes named executive officers and board members and ties the repricing to a significant reduction in the number of options. |
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Excess Discretion: TIAA-CREF will generally not support plans where significant terms of awardssuch as coverage, option price, or type of awardsare unspecified, or where the board has too much discretion to override minimum vesting and/or performance requirements. |
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Evergreen Features: TIAA-CREF will generally not support option plans that contain evergreen features which reserve a specified percentage of outstanding shares for award each year and lack a termination date. Evergreen features can undermine control of stock issuance and lead to excessive dilution. |
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Shareholder Resolutions on Executive Compensation: |
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General Policy: TIAA-CREF will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. |
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Advisory Vote on Compensation Disclosure: |
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General Policy: TIAA-CREF prefers that companies offer an annual non-binding vote on executive compensation (say on pay). In absence of an annual vote, companies should clearly articulate the rationale behind offering the vote less frequently. We will consider on a case-by-case basis advisory vote on execu- |
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B-76 |
Statement of Additional Information § TIAA-CREF Funds |
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tive compensation proposals with reference to our compensation disclosure principles noted in Section IV of this Policy Statement. |
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Golden Parachutes: |
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General Policy: TIAA-CREF will vote on a case-by-case basis on golden parachutes proposals taking into account the structure of the agreement and the circumstances of the situation. However, we would prefer to see a double trigger on all change of control agreements. |
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E. Guidelines for Environmental and Social Issues |
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As indicated in Section V, TIAA-CREF will generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a companys policies, operations or products. We believe that a companys management and directors have the responsibility to determine the strategic impact of environmental and social issues and that they should disclose to shareholders how they are dealing with these issues. |
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Global Climate Change: |
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General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a companys business activities and products and strategies designed to reduce the companys long-term impact on the global climate. |
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Use of Natural Resources: |
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General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a companys use of natural resources, the impact on its business of declining resources and its plans to improve the efficiency of its use of natural resources. |
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Impact on Ecosystems: |
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General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a companys initiatives to reduce any harmful impacts or other hazards that result from its operations or activities to local, regional or global ecosystems. |
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Global Labor Standards: |
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General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking a review of a companys labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards. |
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Diversity and Non-Discrimination: |
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General Policies: |
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TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a companys nondiscrimination policies and practices, or seeking to implement such policies, including equal employment opportunity standards. |
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TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a companys workforce and board diversity policies and practices. |
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Global Human Rights Codes of Conduct: |
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General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking a review of a companys human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or weak governance. |
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Corporate Response to Global Health Risks: |
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General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the companys operations and long-term growth. |
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Corporate Political Influence: |
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General Policies: |
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TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a companys political expenditures, including board oversight procedures, direct political expenditures, and contributions to third parties for the purpose of influencing election results. |
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TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a companys charitable contributions and other philanthropic activities. |
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TIAA-CREF may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA-CREF or the long-term health of the corporation. |
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Animal Welfare: |
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General Policy: TIAA-CREF will generally support reasonable shareholder resolutions asking for reports on the companys impact on animal welfare. |
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Product Responsibility: |
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General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure relating to the safety and impact of a companys products on the customers and communities it serves. |
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Predatory Lending: |
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General Policy: TIAA-CREF will generally support reasonable shareholder resolutions asking companies for disclosure about the impact of lending activities on borrowers and policies designed to prevent predatory lending practices. |
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Tobacco: |
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General Policies: |
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TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to risks associated with tobacco use and efforts by a company to reduce exposure to tobacco products among the young or other vulnerable populations. |
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TIAA-CREF will generally not support shareholder resolutions seeking to alter the investment policies of financial institutions or to require divestment of tobacco company stocks. |
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TIAA-CREF Funds § Statement of Additional Information |
B-77 |
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