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Name | Symbol | Market | Type |
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Tiaa-Cref Bond Index Fund Instl (MM) | NASDAQ:TBIIX | NASDAQ | Fund |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
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0.00 | 0.00% | 0 | - |
As filed with the Securities
and Exchange Commission on January 10, 2013
File Nos. 333-76651, 811-09301
FORM N-1A
|
|
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
x |
Pre-Effective Amendment No. |
o |
Post-Effective Amendment No. 64 |
x |
and/or |
|
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT |
x |
OF 1940 |
|
Amendment No. 67 |
x |
(Check appropriate box or boxes) |
|
TIAA-CREF
Funds
(Exact Name of Registrant as Specified in Charter)
730 Third Avenue
New York, New York 10017-3206
(Address of Principal Executive Offices) (Zip Code)
Registrants Telephone Number, including Area Code: (800) 842-2733
Stewart P. Greene, Esq.
TIAA-CREF Funds
730 Third Avenue
New York, New York 10017-3206
(Name and Address of Agent for Service)
Copy to:
Jeffrey S. Puretz, Esq.
Dechert LLP
1775 I Street, N.W.
Washington, D.C. 20006-2401
Approximate Date of Proposed Public Offering:
As soon as practicable after effectiveness of the Registration Statement.
It is proposed that this filing will become effective (check appropriate box):
|
|
o |
Immediately upon filing pursuant to paragraph (b) |
o |
On March 1, 2013 pursuant to paragraph (b) |
o |
60 days after filing pursuant to paragraph (a)(1) |
x |
75 days after filing pursuant to paragraph (a)(2) of rule 485 |
o |
On (date) pursuant to paragraph (a)(1) |
o |
On ____________ pursuant to paragraph (a)(2) of rule 485 |
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|
If appropriate, check the following box: |
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|
|
o |
This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION ON OR AFTER MARCH 28, 2013. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. SHARES OF THE FUND MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS
[_____], 2013
TIAA-CREF INTERNATIONAL OPPORTUNITIES FUND
of the TIAA-CREF Funds
Class Ticker : Retail T[___] Retirement T[___] Premier T[___] Institutional T[____]
This Prospectus describes the Retail, Retirement, Premier and Institutional Class shares offered by the TIAA-CREF International Opportunities Fund (the Fund). The Fund is one of the investment portfolios of the TIAA-CREF Funds (the Trust).
An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. An investor can lose money in the Fund and the Fund could perform more poorly than other investments.
The Securities and Exchange Commission (the SEC) has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
TABLE OF CONTENTS
SUMMARY INFORMATION
TIAA-CREF INTERNATIONAL OPPORTUNITIES FUND
of the TIAA-CREF Funds
The Fund seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of foreign issuers.
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund:
SHAREHOLDER FEES (deducted directly from gross amount of transaction)
Retail
|
Retirement
|
Premier
|
Institutional
|
|||||
Maximum Sales Charge Imposed on Purchases
|
0% |
0% |
0% |
0% |
||||
Maximum Deferred Sales Charge |
0% |
0% |
0% |
0% |
||||
Maximum
Sales Charge Imposed on Reinvested
|
0% |
0% |
0% |
0% |
||||
Redemption or Exchange Fee (on shares held less than 60 days) |
2.00% |
2.00% |
2.00% |
2.00% |
||||
Account
Maintenance Fee
|
$15.00 |
0% |
0% |
0% |
TIAA-CREF International Opportunities Fund ■ Prospectus 3
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
|
|
Retail Class |
|
Retirement Class |
|
Premier Class |
|
Institutional
|
|
Management Fees |
0.60% |
0.60% |
0.60% |
0.60% |
|||||
Distribution (Rule 12b-1) Fees |
0.25% |
0.00% |
0.15% |
|
|||||
Other Expenses 1 |
0.29% |
0.40% |
0.15% |
0.15% |
|||||
Total Annual Fund Operating Expenses |
1.14% |
1.00% |
0.90% |
0.75% |
|||||
Waivers and Expense Reimbursements 2 |
(0.05)% |
(0.05)% |
(0.05)% |
(0.05)% |
|||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement |
1.09% |
|
0.95% |
|
0.85% |
|
0.70% |
|
|
1 |
Other Expenses (and, accordingly, Total Annual Fund Operating Expenses and Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement) are estimates for the current fiscal year because the Fund is newly operational. |
||||||||
2 |
Under the Funds expense reimbursement arrangements, the Funds investment adviser, Teachers Advisors, Inc., has contractually agreed to reimburse the Fund for any Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired Fund Fees and Expenses and extraordinary expenses) that exceed: (i) 1.09% of average daily net assets for Retail Class shares; (ii) 0.95% of average daily net assets for Retirement Class shares; (iii) 0.85% of average daily net assets for Premier Class shares; and (iv) 0.70% of average daily net assets for Institutional Class shares of the Fund. These expense reimbursement arrangements will continue through at least March 29, 2014, unless changed with approval of the Board of Trustees. |
This example is intended to help you compare the cost of investing in shares of the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses, before expense reimbursements, remain the same. The example assumes that the Funds expense reimbursement agreement will remain in place through March 29, 2014 but that there will be no waiver or expense reimbursement agreement in effect thereafter. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
Retail Class |
|
Retirement Class |
|
Premier Class |
|
Institutional Class |
|
||||
1 Year |
$ |
111 |
$ |
97 |
$ |
87 |
$ |
72 |
||||
3 Years |
$ |
357 |
$ |
313 |
$ |
282 |
$ |
235 |
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds
4 Prospectus ■ TIAA-CREF International Opportunities Fund
performance. The Fund has no annual portfolio turnover rate because the Fund is newly operational.
PRINCIPAL INVESTMENT STRATEGIES
The Fund primarily invests in equity securities of issuers in developed and emerging markets located around the world but outside the United States. The Fund anticipates investing in a number of foreign markets, but at a minimum it will invest in at least three countries outside the United States. The Funds investment manager, Teachers Advisors, Inc. (TAI), selects individual stocks, and lets the Funds country and regional asset allocations evolve from this stock selection. The Fund may invest in companies of all sizes.
Advisors typically invests in companies that can demonstrate an ability to generate free cash flow and strong market share. In addition, Advisors looks for companies in the early stages of a structural growth opportunity driven by differentiated products and/or services that maintain strong barriers to entry, continue to outgrow peers and demonstrate accelerating top-line growth with margin expansion. Advisors will typically invest in these types of companies when Advisors believes that their stock prices do not fully reflect the stocks potential value, based on current earnings, assets and long-term growth prospects.
The Fund is actively-managed, however, Advisors regularly reviews the Funds sector and country exposure against the Funds benchmark index, the Morgan Stanley Capital International ACWI (All Country World Index) ex-USA Index (the MSCI ACWI ex-USA Index), to seek to control risk.
You could lose money over short or long periods by investing in this Fund. An investment in the Fund, due to the nature of the Funds portfolio holdings, typically is subject to the following principal investment risks:
· Market Risk The risk that market prices of portfolio investments held by the Fund may fall rapidly or unpredictably due to a variety of factors, including changing economic, political or market conditions. Market risk may affect a single issuer, industry or sector of the economy, or it may affect the market as a whole.
· Issuer Risk (often called Financial Risk )The risk that an issuers earnings prospects and overall financial position will deteriorate, causing a decline in the value of the issuers financial instruments over short or extended periods of time.
· Active Management Risk The risk that Advisors strategy, investment selection or trading execution may cause the Fund to underperform relative to the benchmark index or mutual funds with similar investment objectives.
· Foreign Investment Risk Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory,
TIAA-CREF International Opportunities Fund ■ Prospectus 5
currency, market or economic developments and can result in greater price volatility and perform differently from financial instruments of U.S. issuers. This risk may be heightened in emerging or developing markets. Foreign investments may also be less liquid and more difficult to value than investments in U.S. issuers.
· Emerging Markets Risk The risk of foreign investment often increases in countries with emerging markets. For example, these countries may have more unstable governments than developed countries, and their economies may be based on only a few industries. Because their financial markets may be very small, share prices of financial instruments in emerging market countries may be volatile and difficult to determine. Financial instruments of issuers in these countries may be less liquid than those of issuers in more developed countries. In addition, foreign investors such as the Fund are subject to a variety of special restrictions in many such countries.
There can be no assurances that the Fund will achieve its investment objective. You should not consider the Fund to be a complete investment program. Please see the non-summary portion of the prospectus for more detailed information about the risks described above.
Performance information is not available for the Fund for the most recently-completed calendar year because the Fund is newly operational.
For current performance information of each share class, including performance to the most recent month-end, please visit www.tiaa-cref.org.
Investment Adviser. The Funds investment adviser is Teachers Advisors, Inc.
Portfolio Manager. The following person manages the Fund on a day-to-day basis:
Name: |
Jason Campbell |
|
Title: |
Managing Director |
|
Experience on Fund: |
Since inception in 2013 |
PURCHASE AND SALE OF FUND SHARES
Retail Class shares are available for purchase through certain financial intermediaries or by contacting the Fund directly at 800 223-1200 or www.tiaa-cref.org. Retirement Class and Premier Class shares are generally available for purchase through employee benefit plans or other types of savings plans or accounts. Institutional Class shares are available for purchase directly from the Fund by certain eligible investors or through financial intermediaries.
· The minimum initial investment for Retail Class shares is $2,000 for Traditional IRA, Roth IRA and Coverdell accounts and $2,500 for all other
6 Prospectus ■ TIAA-CREF International Opportunities Fund
account types. Subsequent investments for all account types must be at least $100.
· There is no minimum initial or subsequent investment for Retirement Class shares. Retirement Class shares are primarily offered through employer-sponsored employee benefit plans.
· There is a $100 million aggregate plan size and $1 million initial minimum plan-level investment requirement for Premier Class shares. Premier Class shares are primarily offered through certain financial intermediaries and employer-sponsored employee benefit plans.
· The minimum initial investment is $2 million and the minimum subsequent investment is $1,000 for Institutional Class shares, unless an investor purchases shares by or through financial intermediaries that have entered into an appropriate agreement with the Fund or its affiliates.
Redeeming or Exchanging Shares. You can redeem (sell) or exchange your shares of the Fund on any business day. Exchanges may be made for shares of the same share class of other funds offered by the Trust. If your shares are held through a third party, please contact that entity for applicable redemption or exchange requirements. If your shares are held directly with the Fund, contact the Fund directly in writing or by telephone. Redemptions or exchanges involving shares of the Fund held less than 60 calendar days may be subject to the Redemption Fee, addressed in Fees and Expenses above.
The Fund intends to make distributions to shareholders that may be taxed as ordinary income or capital gains. Distributions made to tax-exempt shareholders or shareholders who hold Fund shares in a tax-deferred account are generally not subject to income tax in the current year, but redemptions made from tax-deferred accounts may be subject to income tax.
PAYMENTS TO BROKER-DEALERS AND OTHER
FINANCIAL INTERMEDIARY COMPENSATION
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and/or its related companies may pay the intermediary for the sale of Fund shares and related services or for other investor services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
TIAA-CREF International Opportunities Fund ■ Prospectus 7
ADDITIONAL INFORMATION ABOUT INVESTMENT STRATEGIES AND RISKS
ADDITIONAL INFORMATION ABOUT THE FUND
This Prospectus describes the Fund and its investment objective, principal investment strategies and restrictions and principal investment risks. Investors should be aware that investments made by the Fund and the results achieved by it at any given time are not expected to be the same as those made by other mutual funds for which Advisors acts as an investment adviser, including mutual funds with names, investment objectives and policies similar to the Fund. An investor should consider whether the Fund is an appropriate investment. The investment objective of the Fund and its non-fundamental investment restrictions may be changed by the Board of Trustees of the Trust (Board of Trustees) without shareholder approval. Certain investment restrictions described in the Funds Statement of Additional Information (SAI) are fundamental and may only be changed with shareholder approval.
The Fund may, for temporary defensive purposes, invest all of its assets in cash and money market instruments. In doing so, the Fund may be successful in reducing market losses but may otherwise not achieve its investment objective.
The use of a particular index as the Funds benchmark index is not a fundamental policy and can be changed without shareholder approval. The Fund will notify you before such a change is made.
The Fund is not appropriate for market timing. You should not invest in the Fund if you are a market timer.
No one can assure that the Fund will achieve its investment objective and investors should not consider an investment in this Fund to be a complete investment program.
Please see the Glossary toward the end of this Prospectus for certain defined terms used in this Prospectus.
ADDITIONAL INFORMATION ON PRINCIPAL INVESTMENT RISKS OF THE FUND
The Fund invests primarily in equity securities. In general, the value of equity securities fluctuates in response to the fortune of individual companies and in response to general market and economic conditions. The value of the Fund may increase or decrease as a result of its investments in equity securities. More specifically, the Fund typically is subject to the following investment risks:
· Market Risk The risk that the price of equity investments may decline in response to general market and economic conditions or events, including conditions and developments outside of the financial markets such as significant changes in interest and inflation rates and the availability of credit. Accordingly, the value of the equity investments that the Fund holds may decline over short or extended periods of time. Any investment is subject to the risk that the financial markets as a whole may decline in value, thereby depressing the investments price. Equity markets, for
8 Prospectus ■ TIAA-CREF International Opportunities Fund
example, tend to be cyclical, with periods when prices generally rise and periods when prices generally decline. Foreign equity markets tend to reflect local economic and financial conditions and, therefore, trends often vary from country to country and region to region. During periods of unusual volatility or turmoil in the financial markets, the Fund may undergo an extended period of decline.
· Issuer Risk (often called Financial Risk )The risk that the issuers earnings prospects and overall financial position will deteriorate, causing a decline in the value of the issuers financial instruments over short or extended periods of time. In times of market turmoil, perceptions of an issuers credit risk can quickly change and even large, well-established issuers may deteriorate rapidly with little or no warning.
· Active Management Risk The risk that the performance of the Fund, which is actively managed, reflects in part the ability of Advisors to make active investment, strategic, or trading decisions that are suited to achieving the Funds investment objective. As a result of strategy, investment selection or trading execution, the Fund could underperform its benchmark or other mutual funds with similar investment objectives.
· Foreign Investment Risk Foreign investments, which may include securities of foreign issuers, securities or contracts traded or acquired in non-U.S. markets or on non-U.S. exchanges, or securities or contracts payable or denominated in non-U.S. currencies, can involve special risks that arise from one or more of the following events or circumstances: (1) changes in currency exchange rates; (2) possible imposition of market controls or currency exchange controls; (3) possible imposition of withholding taxes on dividends and interest; (4) possible seizure, expropriation or nationalization of assets; (5) more limited foreign financial information or difficulties interpreting it because of foreign regulations and accounting standards; (6) lower liquidity and higher volatility in some foreign markets; (7) the impact of political, social or diplomatic events; (8) the difficulty of evaluating some foreign economic trends; and (9) the possibility that a foreign government could restrict an issuer from paying principal and interest to investors outside the country. Brokerage commissions and custodial and transaction costs are often higher for foreign investments, and it may be harder to use foreign laws and courts to enforce financial or legal obligations.
· Emerging Markets Risk The risk of foreign investment often increases in countries with emerging markets. For example, these countries may have more unstable governments than developed countries, and their economies may be based on only a few industries. Because their financial markets may be very small, share prices of financial instruments in emerging market countries may be volatile and difficult to determine. Financial instruments of issuers in these countries may be less liquid than those of issuers in more
TIAA-CREF International Opportunities Fund ■ Prospectus 9
developed countries. In addition, foreign investors such as the Fund are subject to a variety of special restrictions in many such countries.
In addition to the principal investment risks set forth above, there are other risks associated with investing in the Fund and in equity investments that are discussed elsewhere in the Funds Prospectus and in the Funds SAI.
ADDITIONAL INFORMATION ABOUT THE FUNDS BENCHMARK INDEX
The benchmark index described below is unmanaged, and you cannot invest directly in the index.
MSCI ACWI ex-USA Index
The MSCI ACWI (All Country World Index) ex-USA Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance by capturing large and mid-capitalization representation of developed and emerging markets. The MSCI ACWI ex-USA Index consists of 44 country indices comprising 23 developed and 21 emerging market country indices. The developed market country indices included are: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. The emerging market country indices included are: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand and Turkey.
ADDITIONAL INFORMATION ON PRINCIPAL AND NON-PRINCIPAL INVESTMENT STRATEGIES
The Fund may invest in short-term debt securities of the same type as those held by money market funds and other kinds of short-term instruments for cash management and other purposes. These securities help the Fund maintain liquidity, use cash balances effectively, and take advantage of attractive investment opportunities. The Fund also may invest up to 20% of its assets in fixed-income securities.
The Fund also may buy and sell: (1) put and call options on securities of the types in which it may invest and on securities indices composed of such securities, (2) futures contracts on securities indices composed of securities of the types in which it may invest, and (3) put and call options on such futures contracts. The Fund may use such options and futures contracts for hedging and cash management purposes and to increase total return. Futures contracts permit the Fund to gain or reduce exposure to groups of securities and thereby have the potential to earn returns that are similar to those that would be earned by direct investments in those securities or instruments.
Where appropriate futures contracts do not exist, or if Advisors deems advisable for other reasons, the Fund may invest in investment company
10 Prospectus ■ TIAA-CREF International Opportunities Fund
securities, such as exchange-traded funds (ETFs). The Fund may also use ETFs for cash management purposes and other purposes, including to gain exposure to certain sectors or securities that are represented by ownership in ETFs. When the Fund invests in ETFs or other investment companies, the Fund bears a proportionate share of expenses charged by the investment company in which it invests. An ETF may trade at a premium or discount to its net asset value.
In seeking to manage currency exposure, the Fund also may enter into forward currency contracts and currency swaps and may buy or sell put and call options and futures contracts on foreign currencies.
The Fund can invest in derivatives and other similar financial instruments, such as equity swaps (including contracts for difference, an arrangement where the return is linked to the price movement of an underlying security, and other arrangements where the return is linked to a stock market index), options on swaps, and equity-linked fixed-income securities, so long as these derivatives and other financial instruments are consistent with the Funds investment objective, restrictions and policies and current regulations.
From time to time, the Fund may determine not to invest in securities of issuers that do not meet certain corporate governance criteria. The Fund currently does not invest in certain companies with operations in Sudan.
Please see the Funds SAI for more information on these and other investments the Fund may utilize.
A description of the Funds policies and procedures with respect to the disclosure of its portfolio holdings is available in the Funds SAI.
If the Fund engages in active and frequent trading of portfolio securities, it will have a correspondingly higher portfolio turnover rate. A high portfolio turnover rate generally will result in (1) greater brokerage commission expenses or other transaction costs borne by the Fund and, ultimately, by shareholders and (2) higher amounts of realized investment gain subject to the payment of taxes by shareholders. Also, a high portfolio turnover rate for the Fund may cause the Fund to be more likely to generate capital gains that must be distributed to shareholders as taxable income. The Fund is not subject to a specific limitation on portfolio turnover, and securities of the Fund may be sold at any time such sale is deemed advisable for investment or operational reasons. Also certain trading strategies utilized by the Fund may increase portfolio turnover. The Fund is not generally managed to minimize the tax burden for shareholders. The Fund may have investors that are funds of funds, education savings plans or other asset allocation programs that are also managed by Advisors. These investors may engage in reallocations, rebalancings or other activity that may increase the Funds portfolio turnover rate and brokerage
TIAA-CREF International Opportunities Fund ■ Prospectus 11
costs. Advisors may employ various portfolio management strategies to attempt to minimize any potential disruptive effects or costs of such activity.
The Fund offers Retail, Retirement, Premier and Institutional Class shares in this Prospectus. The Funds investments are held by the Fund as a whole, not by a particular share class, so an investors money will be invested the same way no matter which class of shares is held. However, there are differences among the fees and expenses associated with each class and not everyone is eligible to buy every class. After determining which classes you are eligible to buy, decide which class best suits your needs. Please contact us if you have questions or would like assistance in determining which class is right for you.
Advisors manages the assets of the Trust, under the supervision of the Board of Trustees. Advisors is an indirect wholly owned subsidiary of Teachers Insurance and Annuity Association of America (TIAA). TIAA is a life insurance company founded in 1918 by the Carnegie Foundation for the Advancement of Teaching and is the companion organization of College Retirement Equities Fund (CREF), the first company in the United States to issue a variable annuity. Advisors is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940. Advisors also manages the investments of TIAA Separate Account VA-1 and TIAA-CREF Life Funds. Through an affiliated investment adviser, TIAA-CREF Investment Management, LLC (TCIM), certain personnel of Advisors also manage the investment accounts of CREF. As of December 31, 2012, Advisors and TCIM together had approximately $_____ billion of registered investment company assets under management. Advisors is located at 730 Third Avenue, New York, NY 10017-3206.
TIAA-CREF entities sponsor an array of financial products for retirement and other investment goals. For some of these products, for example, the investment accounts of CREF, TIAA or its subsidiaries perform services at cost. The Fund, however, pays the management fees and other expenses that are described in the table on Fees and Expenses in the Prospectus. The management fees paid by the Fund to Advisors are intended to compensate Advisors for its services to the Fund and are not limited to the reimbursement of Advisors costs. Thus, under this arrangement, Advisors can earn a profit or incur a loss on the services which it renders to the Fund. The Fund also pays Advisors for certain administrative services that Advisors provides to the Fund on an at-cost basis.
12 Prospectus ■ TIAA-CREF International Opportunities Fund
Advisors manages the assets of the Fund pursuant to an investment management agreement with the Trust (the Management Agreement). Advisors duties under the Management Agreement include, among other things, providing the Fund with investment research, advice and supervision, furnishing an investment program for the Fund, determining which securities or other investments to purchase, sell or exchange and providing or obtaining any other necessary services to manage, acquire or dispose of securities, cash or other investments. Advisors also supervises and acts as liaison among the various service providers to the Fund, such as the custodian and transfer agent.
The annual investment management fees charged under the Management Agreement with respect to the Fund are as follows:
Assets Under Management |
Fee Rate |
||||
|
|
(Billions) |
|
(average daily net assets) |
|
International Opportunities Fund |
$0.0$1.0 |
0.60% |
|||
Over $1.0$2.5 |
0.58% |
||||
Over $2.5$4.0 |
0.56% |
||||
|
|
Over $4.0 |
|
0.54% |
|
A discussion regarding the basis for the Board of Trustees initial approval of the Funds Management Agreement will become available in the Funds shareholder report for the period ending April 30, 2013. For a free copy of the Funds shareholder report, please call 800 842-2776, visit the Funds website at www.tiaa-cref.org or visit the SECs website at www.sec.gov.
The Fund is managed by a portfolio manager, who is responsible for the day-to-day management of the Fund and who has expertise in the area(s) applicable to the Funds investments. Below is information on the Funds portfolio manager, along with his relevant experience. The person managing the Fund may change from time to time.
Name & Title |
Portfolio
Role/
|
Experience Over
|
Total
Experience
|
||
At
|
|
On
|
|||
INTERNATIONAL OPPORTUNITIES FUND |
Jason Campbell
|
Portfolio Manager-
|
Advisors, TCIM and other advisory affiliates of TIAA2005 to Present (manager and analyst for international portfolios) |
2005 |
1997 |
2013 |
The Funds SAI provides additional disclosure about the compensation structure for the Funds portfolio manager, the other accounts he manages, total
TIAA-CREF International Opportunities Fund ■ Prospectus 13
assets in those accounts and potential conflicts of interest, as well as the portfolio managers ownership of shares of the Fund.
Under the terms of the Administrative Services Agreement with the Trust, responsibility for payment of expenses relating to oversight and performance of certain services, including transfer agency, dividend disbursing, accounting, administrative, compliance and shareholder services, is allocated directly either to the Fund or to Advisors.
For Advisors provision of such administrative, compliance and other services to the Fund under the Administrative Services Agreement, the Fund pays to Advisors at the end of each calendar month the allocated costs of such services as determined under the TIAA-CREF cost allocation methodology then in effect.
For Retirement Class shares of the Fund, the Fund has a separate service agreement with Advisors (the Retirement Class Service Agreement) 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 or other platforms. Under the Retirement Class Service Agreement, the Retirement Class of the Fund pays monthly a fee to Advisors at an annual rate of 0.25% of average daily net assets, which is reflected as part of other expenses in the Fees and Expenses section of this Prospectus. Advisors may rely on affiliated or unaffiliated persons to fulfill its obligations under the Retirement Class Service Agreement.
DISTRIBUTION AND SERVICES ARRANGEMENTS
ALL CLASSES
Teachers Personal Investors Services, Inc. (TPIS) distributes each class of Fund shares. TPIS may enter into agreements with other intermediaries, including its affiliated broker/dealer, TIAA-CREF Individual & Institutional Services, LLC (Services), to sell shares of the Fund. For Premier Class and Retail Class shares, TPIS may utilize some or all of the 12b-1 fees it receives from Premier Class and Retail Class shares to pay such other intermediaries for services expenses incurred in connection with the sale, promotion and/or servicing of Premier Class and Retail Class shares, respectively. In addition TPIS, Services or Advisors may pay intermediaries out of its own assets to support the distribution and/or servicing of Fund shares. Payments to intermediaries may include payments to certain third-party broker/dealers and financial advisors, including fund supermarkets, to provide access to their fund distribution platforms, as well as to provide transaction processing or administrative services.
14 Prospectus ■ TIAA-CREF International Opportunities Fund
RETAIL CLASS
The Fund has adopted a distribution plan under Rule 12b-1 with respect to Retail Class shares under which the Fund pays TPIS an annual fee for TPIS or other entities services related to the sale, promotion and/or servicing of Retail Class shares.
Under the plan, the Fund pays TPIS at the annual rate of 0.25% of average daily net assets attributable to Retail Class shares for distribution and promotion-related activities, as well as shareholder and account maintenance services, and TPIS may pay another entity for providing such services. Advisors, TPIS and their affiliates, at their own expense, may also continue to pay for distribution expenses of Retail Class shares. Because Rule 12b-1 plan fees are paid out of Retail Class assets on an ongoing basis, over time they will increase the cost of your investment in the Retail Class.
More information about the Funds distribution and services arrangements for Retail Class shares appears in the Funds SAI.
RETIREMENT CLASS
More information about the Funds distribution and services arrangements for Retirement Class shares appears in the Funds SAI.
PREMIER CLASS
The Fund has adopted a distribution plan under Rule 12b-1 with respect to Premier Class shares under which the Fund pays TPIS an annual fee to compensate TPIS for TPIS services related to the sale, promotion and/or servicing of Premier Class shares.
Under the plan, the Fund pays TPIS at the annual rate of 0.15% of average daily net assets attributable to Premier Class shares for distribution and promotion-related activities, as well as shareholder and account maintenance services, and TPIS may pay another entity for providing such services. Advisors, TPIS and their affiliates, at their own expense, may also continue to pay for distribution, promotional and shareholder account maintenance expenses of Premier Class shares. Because Rule 12b-1 plan fees are paid out of Premier Class assets on an ongoing basis, over time they will increase the cost of your investment in the Premier Class.
More information about the Funds distribution and services arrangements for Premier Class shares appears in the Funds SAI.
INSTITUTIONAL CLASS
More information about the Funds distribution and services arrangements for Institutional Class shares appears in the Funds SAI.
TIAA-CREF International Opportunities Fund ■ Prospectus 15
Advisors also pays Services or other intermediaries an administrative charge at an annual rate of 0.25% of average daily net assets attributable to Retirement Class shares to compensate such intermediaries for maintenance of Retirement Class shares held on their platforms.
The Fund determines its net asset value (NAV) per share, or share price, on each day the New York Stock Exchange (the NYSE) is open for business. The NAV for the Fund is calculated as of the time when regular trading closes on the NYSE (generally, 4:00 p.m. Eastern Time or at such earlier time that regular trading on the NYSE closes prior to 4:00 p.m. Eastern Time). The Fund does not price its shares on days that the NYSE is closed. NAV per share for each class is determined by dividing the value of the Funds assets attributable to such class, less all liabilities attributable to such class, by the total number of shares of the class outstanding.
If the Fund invests in foreign securities that are primarily listed on foreign exchanges that trade on days when the Fund does not price its shares, the value of the foreign securities in the Funds portfolio may change on days when shareholders will not be able to purchase or redeem Fund shares. The value of the Funds investments denominated in foreign currencies is converted to U.S. dollars for purposes of determining the Funds NAV.
The Fund generally uses market quotations or values obtained from independent pricing services to value securities and other instruments held by the Fund. However, fixed-income securities held by the Fund with remaining maturities of 60 days or less generally are valued using their amortized cost. If market quotations or values from independent pricing services are not readily available or are not considered reliable, the Fund will use a securitys fair value, as determined in good faith using procedures approved by the Board of Trustees. The Fund will also use fair value if events that have a significant effect on the value of an investment (as determined in Advisors sole discretion) occur between the time when its price is determined and the time the Funds NAV is calculated. For example, the Fund will use a domestic securitys fair value when the exchange on which the security is principally traded closes early or when trading in the security is halted and does not resume before the Funds NAV is calculated. The use of fair value pricing can involve reliance on quantitative models or individual judgment, and may result in changes to the prices of portfolio securities that are used to calculate the Funds NAV. Although the Fund fair values portfolio securities on a security-by-security basis, funds that hold foreign portfolio securities will typically see their portfolio securities fair valued more frequently than other funds that do not hold foreign securities.
16 Prospectus ■ TIAA-CREF International Opportunities Fund
Fair value pricing most commonly occurs with securities that are primarily traded outside the United States. This may have the effect of decreasing the ability of market timers to engage in stale price arbitrage, which takes advantage of the perceived difference in price from a foreign market closing price.
While using a fair value price for foreign securities decreases the ability of market timers to make money by exchanging into or out of the Fund to the detriment of longer-term shareholders, it will reduce some of the certainty in pricing obtained by using actual market close prices.
The Funds fair value pricing procedures provide, among other things, for the Fund to examine whether to fair value foreign securities when there is a movement in the value of a U.S. market index between the close of one or more foreign markets and the close of the NYSE. 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 investments in order to adjust for stale pricing, which may occur 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. The Fund also examines the prices of individual securities to determine, among other things, whether the price of such securities reflects fair value at the close of the NYSE based on market movements. In addition, the Fund will fair value securities when it is believed the last market quotation is not readily available or such quotation does not represent the fair value of that security.
Money market instruments with maturities of more than 60 days are valued using market quotations, independent pricing sources or values derived from a pricing matrix that has various types of money market instruments along one axis and various maturities along the other.
The Fund expects to declare and distribute to shareholders substantially all of its net investment income and net realized capital gains, if any. The amount distributed will vary according to the income received from investments held by the Fund and capital gains realized from the sale of investments. The Fund plans to pay dividends on an annual basis. The Fund intends to pay net capital gains, if any, annually.
Dividends and capital gain distributions paid to Premier Class and Retirement Class shareholders who hold their shares through a TIAA-CREF administered plan or custody account will automatically be reinvested in additional same class shares of the Fund. All other Premier and Retirement Class shareholders, as well as Institutional and Retail Class shareholders,may
TIAA-CREF International Opportunities Fund ■ Prospectus 17
elect from the following distribution options (barring any restrictions from the intermediary or plan through which such shares are held):
1. Reinvestment Option, Same Fund. Your dividend and capital gain distributions are automatically reinvested in additional shares of the same share class of the Fund. Unless you elect otherwise, this will be your default distribution option.
2. Reinvestment Option, Different Fund. Your dividend and capital gain distributions are automatically reinvested in additional shares of the same share class of another fund in which you already hold shares.
3. Income-Earned Option. Your long-term capital gain distributions are automatically reinvested, but you will be sent a check for each dividend and short-term capital gain distribution.
4. Capital Gains Option. Your dividend and short-term capital gain distributions are automatically reinvested, but you will be sent a check for each long-term capital gain distribution.
5. Cash Option. A check will be sent for your dividend and each capital gain distribution.
On the Funds distribution date, the Fund makes distributions on a per share basis to the shareholders who hold and have paid for Fund shares on the record date. The Fund does this regardless of how long the shares have been held. This means that if you buy shares just before or on a record date, you will pay the full price for the shares and then you may receive a portion of the price back as a taxable distribution (see the discussion of Buying a dividend below under Taxes). Cash distribution checks will be mailed within seven days of the distribution date.
Shareholders who hold their shares through a variable insurance or annuity product, an employee benefit plan or through an intermediary may be subject to restrictions on their distribution payment options imposed by the product, plan or intermediary. Please contact the variable insurance or annuity product issuer or your plan sponsor or intermediary for more details.
As with any investment, you should consider how your investment in the Fund will be taxed.
Taxes on dividends and distributions. Unless you are tax-exempt or hold Fund shares in a tax-deferred account, you are subject to federal income tax on dividends and taxable distributions each year. Your dividends and taxable distributions generally are taxable when they are paid, whether you take them in cash or reinvest them. However, distributions declared in October, November or December of a year and paid in January of the following year are taxable as if they were paid on December 31 of the prior year.
For federal tax purposes, income and short-term capital gain distributions from the Fund are taxed as ordinary income, and long-term capital gain
18 Prospectus ■ TIAA-CREF International Opportunities Fund
distributions are taxed as long-term capital gains. Every January, a statement showing the taxable distributions paid to you in the previous year from the Fund will be sent to you and the Internal Revenue Service (IRS) (for taxable accounts only). Long-term capital gain distributions generally may be taxed at a maximum federal rate of 15% to individual investors (or at 0% to individual investors who are in the 10% or 15% tax bracket). These rates are currently scheduled to apply through _____. Whether or not a capital gain distribution is considered long-term or short-term depends on how long the Fund held the securities the sale of which led to the gain.
A portion of ordinary income dividends paid by the Fund to individual investors may constitute qualified dividend income that is subject to the same maximum tax rates as long-term capital gains. The portion of a dividend that will qualify for this treatment will depend on the aggregated qualified dividend income received by the Fund. Notwithstanding this, certain holding period requirements with respect to a shareholders shares in the Fund may apply to prevent the shareholder from treating any portion of a dividend as qualified dividend income. The favorable treatment of qualified dividends is currently scheduled to expire after ____. Additional information about this can be found in the Funds SAI.
Taxes on transactions. Unless a transaction involves Fund shares held in a tax-deferred account, redemptions (sales), including exchanges to other funds, may also give rise to capital gains or losses. The amount of any capital gain or loss will be the difference, if any, between the adjusted cost basis of your shares and the price you receive when you sell or exchange them. In general, a capital gain or loss will be treated as a long-term capital gain or loss if you have held your shares for more than one year.
The Fund is required to report to the IRS and furnish to Fund shareholders the cost basis information for sale transactions of shares. 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. If average cost is used for a shareholders first sale of Fund shares, 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.
Backup withholding. If you fail to provide a correct taxpayer identification number or fail to certify that it is correct, the Fund is required by law to withhold 28% of all the distributions and redemption proceeds paid from your account. The Fund is also required to begin backup withholding if instructed by the IRS to do so.
Buying a dividend. If you buy shares just before the Fund deducts a distribution from its net asset value, you will pay the full price for the shares and then receive a portion of the price back in the form of a taxable distribution.
TIAA-CREF International Opportunities Fund ■ Prospectus 19
This is referred to as buying a dividend. For example, assume you bought shares of the Fund for $10.00 per share the day before the Fund paid a $0.25 dividend. After the dividend was paid, each share would be worth $9.75, and, unless you hold your shares through a tax-deferred arrangement such as a 401(a), 401(k) or 403(b) plan or an IRA, you would have to include the $0.25 dividend in your gross income for tax purposes.
Effect of foreign taxes. Foreign governments may impose taxes on the Fund and its investments and these taxes generally will reduce the Funds distributions. If the Fund qualifies to pass through a credit for such taxes paid and elects to do so, an offsetting tax credit or deduction may be available to you if you maintain a taxable account. If so, your tax statement will show more taxable income than was actually distributed by the Fund, but will also show the amount of the available offsetting credit or deduction.
Other restrictions. There are tax requirements that all mutual funds must follow in order to avoid federal taxation. In its effort to adhere to these requirements, the Fund may have to limit its investment in some types of instruments.
Special considerations for certain institutional investors. If you are a corporate investor, a portion of the dividends from net investment income paid by the Fund may qualify for the corporate dividends-received deduction. The portion of the dividends that will qualify for this treatment will depend on the aggregate qualifying dividend income received by the Fund from domestic (U.S.) sources. Certain holding period and debt financing restrictions may apply to corporate investors seeking to claim the deduction.
Taxes related to employee benefit plans or IRAs. Generally, individuals are not subject to federal income tax in connection with shares held (or that are held on their behalf) in participant or custody accounts under Code section 401(a) employee benefit plans (including 401(k) and Keogh plans), Code section 403(b) or 457 employee benefit plans, or IRAs. Distributions from such plan participant or custody accounts may, however, be subject to ordinary income taxation in the year of the distribution. For information about the tax aspects of your plan or IRA or Keogh account, please consult your plan administrator, TIAA-CREF or your tax advisor.
Other tax matters. Certain investments of the Fund, including certain debt instruments, foreign securities and shares of other investment funds, could affect the amount, timing and character of distributions you receive and could cause the Fund to recognize taxable income in excess of the cash generated by such investments (which may require the Fund to liquidate other investments in order to make required distributions).
This information is only a brief summary of certain federal income tax information about your investment in the Fund. The investment may have state, local or foreign tax consequences, and you should consult your tax advisor about the effect of your investment in the Fund in your particular situation. Additional tax information can be found in the Funds SAI.
20 Prospectus ■ TIAA-CREF International Opportunities Fund
YOUR ACCOUNT: PURCHASING, REDEEMING
OR EXCHANGING SHARES
Types of Accounts
Retail Class shares are available for purchase in the following types of accounts:
· Individual accounts (for one person) or Joint accounts (more than one person) including Transfer on Death (TOD) accounts (see below for more details).
· Financial advisor accounts.
· Trust accounts (other than foreign trust accounts).
· Accounts for a minor child under the Uniform Gift to Minors Act (UGMA) or Uniform Transfer to Minors Act (UTMA).
· Traditional IRAs and Roth IRAs. These accounts let you shelter investment income from federal income tax while saving for retirement.
· Coverdell Education Savings Accounts (Coverdell accounts, formerly Education IRAs). These accounts let you shelter investment income from federal income tax while saving to pay qualified higher education expenses of a designated beneficiary.
· Corporate and Institutional accounts.
· Omnibus accounts held by financial intermediaries, platforms, programs, plans and other similar entities (collectively, financial intermediaries) on behalf of other investors.
· Registered and unregistered investment company accounts.
· Other accounts, entities and categories of shareholders as may be approved by the Fund from time to time.
The Fund will only accept accounts with a U.S. address of record; the Fund will not accept accounts with a foreign address of record. Additionally, the Fund will not accept a P.O. Box as the address of record.
For more information about opening an IRA or corporate or institutional account, please call the Fund at 800 223-1200, Monday through Friday, from 8:00 a.m. to 10:00 p.m. Eastern Time.
Purchasing Shares Retail Class
How to Open an Account and Make Subsequent Investments
To open an account, send the Fund a completed application with your initial investment. If you want an application, or if you have any questions or need help completing the application, call one of the Funds consultants at 800 223-1200. You can also download and print the application from our website at www.tiaa-cref.org. If you intend to hold your shares indirectly through a financial intermediary,
TIAA-CREF International Opportunities Fund ■ Prospectus 21
please contact the intermediary about initiating purchases of Fund shares or making additional purchases.
The minimum initial investment for Traditional IRA, Roth IRA and Coverdell accounts is $2,000 per Fund account. The minimum initial investment for all other accounts, including custodial (UGMA/UTMA) accounts is $2,500 per Fund account.
Subsequent investments for all account types must be at least $100 per Fund account. Financial intermediaries may enforce their own minimum initial and subsequent investment minimums. The Fund has the discretion to waive or otherwise change the initial or subsequent minimum investment requirements at any time without any prior notice to shareholders. All purchases must be in U.S. dollars and all checks must be drawn on U.S. banks. The Fund will not accept payment in the following forms: travelers checks, money orders, credit card convenience checks, cashiers checks, cash, counter checks or starter checks. The Fund will not accept corporate checks for investment into non-corporate accounts. The Fund will not accept third-party checks. (Any check not made payable directly to TIAA-CREF Funds-Retail Class will be considered a third-party check). The Fund cannot accept checks made out to you or other parties and signed over to the Fund. The Fund can only accept payment to establish a new account if the check presented for deposit into the new account is drawn against an account registered in the same name as the prospective investor.
The Fund considers all purchase requests to be received when they are received in good order by the Funds transfer agent (or other authorized Fund agent). Financial intermediaries may have their own independent good order and eligibility requirements. (See below.)
To Open An Account On-Line: Please visit the Funds Web Center at www.tiaa-cref.org and click on Mutual Funds. You can establish an individual, joint, or custodian (UGMA or UTMA) account. For assistance in completing these transactions, please call 800 223-1200. Once completed, your transaction cannot be modified or canceled.
To Open An Account By Mail: Send your check, made payable to TIAA-CREF FundsRetail Class, and application to:
First Class Mail: The TIAA-CREF FundsRetail Class
c/o Boston Financial Data Services
P.O. Box 8009
Boston, MA 02266-8009
Overnight Mail: The TIAA-CREF FundsRetail Class
c/o Boston Financial Data Services
30 Dan Road
Canton, MA 02021-2809
Once submitted, your transaction cannot be modified or canceled.
22 Prospectus ■ TIAA-CREF International Opportunities Fund
To Open An Account By Wire: Send a completed and signed application by mail, then call the Fund to confirm that your account has been established. Instruct your bank to wire money to:
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
ABA Number 011000028
DDA Number 99052771
Specify on the wire:
· The TIAA-CREF FundsRetail Class;
· Account registration (names of registered owners), address and Social Security number or taxpayer identification number;
· Indicate if this is for a new or existing account (provide Fund account number if existing); and
· The Fund and amount to be invested.
You can purchase additional shares in any of the following ways:
By Mail: Send a check to either of the addresses listed above with an investment coupon from a previous confirmation statement. If you do not have an investment coupon, use a separate piece of paper to give us your name, address, Fund account number, the Fund you want to invest in and the amount to be invested in the Fund.
By Automatic Investment Plan (AIP): You can make subsequent investments automatically by electing to utilize the Automatic Investment Plan on your initial application or later upon request. By electing this option you authorize the Fund to take regular, automatic withdrawals from your bank account.
To begin this service, send the Fund a voided checking or savings account investment slip. It will take the Fund up to 10 days from the time it is received to set up your Automatic Investment Plan. You can make automatic investments semi-monthly or monthly (on the 1st and 15th of each month or on the next business day if those days are not business days). Investments must be made for at least $100 per Fund account.
You can change the date or amount of your investment, or terminate the Automatic Investment Plan, at any time by letter or by telephone. The change will take effect approximately 5 business days after the Fund receives your request.
By Telephone: Call 800 223-1200. You can make electronic withdrawals from your designated bank account to buy additional Retail Class shares of the Fund over the telephone. There is a $100,000 limit on these purchases. Telephone requests cannot be modified or canceled.
All shareholders automatically have the right to buy shares by telephone provided bank account information and a voided check were provided at the time the account was established. If you do not want the telephone purchase
TIAA-CREF International Opportunities Fund ■ Prospectus 23
option, you can indicate this on the application or call the Fund at 800 223-1200 anytime after opening your account. You may add this privilege after the account has been established by completing an Account Services Form, which you can request by calling 800 223-1200, or you may download it from the Funds website.
Over the Internet: With TIAA-CREFs Web Center, you can make electronic withdrawals from your designated bank account to buy additional shares over the Internet. There is a $100,000 limit on these purchases. TIAA-CREFs Web Center can be accessed through TIAA-CREFs homepage at www.tiaa-cref.org.
Before you can use TIAA-CREFs Web Center, you must enter your Social Security number, date of birth and active account number. You will then be given an opportunity to create a user name and password. TIAA-CREFs Web Center will lead you through the transaction process, and the Fund will use reasonable procedures to confirm that the instructions given are genuine. All transactions over TIAA-CREFs Web Center are recorded electronically. Once made, your transactions cannot be modified or canceled.
By Wire: To buy additional shares by wire, follow the instructions above for opening an account by wire (please note that there is no need to forward another account application once the account has been established and you are making a subsequent investment).
Note that if you hold Fund shares through a financial intermediary, you must contact the intermediary to purchase additional shares.
Points to Remember for All Purchases
· Your investment must be for a specified dollar amount. The Fund cannot accept purchase requests specifying a certain price, date, or number of shares. These types of requests will be deemed to be not in good order (see below) and the money you sent will be returned to you.
· The Fund reserves the right to reject any application, investment or purchase request. There may be circumstances when the Fund will not accept new investments without prior notice to shareholders.
· Your ability to purchase shares may be restricted due to limitations on purchases or exchanges, including limitations under the Funds Market Timing/Excessive Trading Policy (see below).
· If you hold your shares through a financial intermediary, it may charge you additional fees. Contact your financial intermediary to find out if it imposes any other conditions, such as a higher minimum investment requirement, on your transactions.
· If your purchase check does not clear or payment on it is stopped, or if the Fund does not receive good funds through wire transfer or electronic funds transfer, the Fund will treat this as a redemption of the shares purchased when your check or electronic funds were received. You will be responsible for any resulting loss incurred by the Fund or Advisors and you may be subject to tax consequences on such a redemption. If you are already a
24 Prospectus ■ TIAA-CREF International Opportunities Fund
shareholder, the Fund can redeem shares from any of your account(s) as reimbursement for all losses. The Fund also reserves the right to restrict you from making future purchases in the Fund or any other series of the Trust. There is a $25 fee for all returned items, including checks and electronic funds transfers. Please note that there is a 10-calendar-day hold on all purchases by check, or through electronic funds transfer.
· Federal law requires the Fund to obtain, verify and record information that identifies each person who opens an account. Until the Fund receives such information, it may not be able to open an account or effect transactions for you. Furthermore, if the Fund is unable to verify your identity, or that of another person authorized to act on your behalf, or if it is believed potential criminal activity has been identified, the Fund reserves the right to take such action as deemed appropriate, which may include closing your account.
· The Fund is not responsible for any losses due to unauthorized or fraudulent instructions so long as the Fund follows reasonable security procedures to verify your identity. It is your responsibility to review and verify the accuracy of your confirmation statements immediately after you receive them.
In-Kind Purchases of Shares
Advisors, at its sole discretion, may permit a shareholder to purchase Retail Class shares of a Fund with investment securities (instead of cash), if: (1) Advisors believes the securities are appropriate investments for the Fund; (2) the securities offered to the Fund are not subject to any restrictions upon their sale by the Fund under the Securities Act of 1933, or otherwise; and (3) the securities are permissible holdings under the Funds investment policies and restrictions. If the Fund accepts the securities, the shareholders account will be credited with Retail Class shares equal in net asset value to the market value of the securities received. Shareholders who are investing through a financial intermediary or plan who are interested in making in-kind purchases should contact the Fund or their intermediary or plan sponsor directly. Otherwise, shareholders interested in making in-kind purchases should contact the Fund directly.
Redeeming Shares Retail Class
You can redeem (sell) your Retail Class shares on any business day. If you hold your Fund shares through a financial intermediary, please contact the intermediary to sell your shares. Your intermediary may have different requirements and restrictions on redemptions than the Fund. Certain redemptions of shares of the Fund will be subject to the Redemption Fee (see the section entitled Redemption or Exchange Fee below).
Usually, the Fund sends your redemption proceeds (minus any applicable Redemption Fee) to you on the next business day after the Fund receives your
TIAA-CREF International Opportunities Fund ■ Prospectus 25
request, but not later than seven days afterwards, assuming the request is received in good order by the Funds transfer agent (or other authorized Fund agent) (see below). If a redemption of shares is requested shortly after you have purchased those shares by check or automatic investment plan, it will take 10 calendar days for your check or automatic investment to clear and for your shares to be available for redemption.
The Fund sends redemption proceeds (minus any applicable Redemption Fee) to the shareholder of record at his/her address or bank of record. If proceeds are to be sent to someone else, a different address, or a different bank, the Fund generally will require a letter of instruction with a Medallion Signature Guarantee for each account holder (see below). The Fund can send your redemption proceeds by check to the address of record; by electronic transfer to your bank; or by wire transfer (minimum of $5,000). Before calling, read Points to Remember When Redeeming, below.
The Fund can postpone payment if: (a) the NYSE is closed for other than usual weekends or holidays, or trading on the NYSE is restricted; (b) an emergency exists as defined by the SEC, or the SEC requires that trading be restricted; or (c) the SEC permits a delay for the protection of investors.
You Can Redeem Shares In Any Of The Following Ways:
By Mail: Send your written request to either of the addresses listed in the How to Open an Account and Make Subsequent Investments section. Requests must include: account number, transaction amount (in dollars or shares), signatures of all owners exactly as registered on the account, Medallion Signature Guarantees (if required), and any other required supporting legal documentation. Once mailed to the Fund, your redemption request is irrevocable and cannot be modified or canceled.
Over the Internet: With TIAA-CREFs Web Center, you can redeem shares over the Internet. There is a $100,000 limit on these redemptions. TIAA-CREFs Web Center can be accessed through TIAA-CREFs homepage at www.tiaa-cref.org.
Before you can use TIAA-CREFs Web Center, you must enter your Social Security number, date of birth and active account number. You will then be given an opportunity to create a user name and password. TIAA-CREFs Web Center will lead you through the transaction process, and the Fund will use reasonable procedures to confirm that the instructions given are genuine. All transactions over TIAA-CREFs Web Center are recorded electronically. Once made, your transactions cannot be modified or canceled.
By Telephone: Call 800 223-1200 to redeem shares in amounts under $50,000. Once made, your telephone request cannot be modified or canceled.
All shareholders with telephone redemption options automatically receive the Internet redemption option. If you do not want to be able to redeem by telephone or Internet, indicate this on your application or call the Fund anytime
26 Prospectus ■ TIAA-CREF International Opportunities Fund
after opening your account. Telephone or Internet redemptions are not available for IRA accounts.
By Systematic Redemption Plan: You can elect this feature only from accounts with balances of at least $5,000. The Fund will automatically redeem shares each month or quarter (on the 1st or 15th of the month or on the following business day if those days are not business days) and provide you with a check or electronic transfer to your bank. You must specify the dollar amount of the redemption.
If you want to set up a systematic redemption plan, contact the Fund and it will send the necessary forms to you. All owners of an account must sign the systematic redemption plan request. Similarly, all owners must sign any request to increase the amount or frequency of the systematic redemptions or a request for payments to be sent to an address other than the address of record. A Medallion Signature Guarantee is required for this address change.
The Fund can terminate the systematic redemption plan option at any time, although the Fund will notify you if this occurs. You can terminate the plan or reduce the amount or frequency of the redemptions by writing or calling the Fund. Requests to establish, terminate, or change the amount or frequency of redemptions will become effective within 5 days after the Fund receives your instructions.
Points To Remember When Redeeming:
· The Fund cannot accept redemption requests specifying a certain price or date; these requests will be deemed to be not in good order (see below) and will be returned.
· If you request a redemption by telephone or by Internet within 30 days of changing your address, or if you would like the proceeds sent to someone else, you must send the Fund your request in writing with a Medallion Signature Guarantee of all owners exactly as registered on the account.
· If a redemption of shares is requested shortly after you have purchased those shares by check or automatic investment plan, it will take 10 calendar days for your check or automatic investment to clear and for your shares to be available for redemption.
· The Fund is not responsible for any losses due to unauthorized or fraudulent instructions so long as the Fund follows reasonable security procedures to verify your identity. It is your responsibility to review and verify the accuracy of your confirmation statements immediately after you receive them.
In-Kind Redemptions of Shares
Certain large redemptions of Fund shares may be detrimental to the Funds other shareholders because such redemptions can adversely affect a portfolio managers ability to implement its investment strategy by causing premature sale of portfolio securities that would otherwise be held. Consequently, if, in any
TIAA-CREF International Opportunities Fund ■ Prospectus 27
90-day period, a shareholder redeems (sells) shares in an amount that exceeds the lesser of (i) $250,000 or (ii) 1% of the Funds assets, then the Fund, at its sole discretion, has the right (without prior notice) to satisfy the difference between the redemption amount and the lesser of the two previously mentioned figures with securities from the Funds portfolio instead of cash. This is referred to as a distribution in-kind redemption and the securities you receive in this manner represent a portion of the Funds entire portfolio. The securities you receive will be selected by the Fund in its discretion. The shareholder receiving the securities will be responsible for disposing of the securities and bearing any associated costs.
Exchanging Shares Retail Class
Exchanges involving shares of the Fund held less than 60 days may be subject to the Redemption Fee (see below).
Investors holding Retail Class shares are accorded certain exchange privileges involving their Retail Class shares of the Fund. For purposes of making an exchange involving Retail Class shares, an exchange means:
a sale (redemption) of Retail Class shares of the Fund and the use of the proceeds to purchase Retail Class shares of another fund or series of the TIAA-CREF Funds.
In each case, these exchanges may be made on any business day, subject to the exchange privilege limitations described below and in the section below entitled Market Timing/Excessive Trading Policy. The minimum investment amounts that apply to purchases also apply to exchanges. In other words, for any account, an exchange into a fund in which you already own shares must be at least $50. An exchange to a new fund account must meet the account minimums as stated by account type above (i.e., $2,000 per fund account for Traditional IRA, Roth IRA or Coverdell accounts and $2,500 per fund account for all other accounts, including custodial (UGMA/UTMA) accounts).
Exchanges between funds can be made only if the accounts are registered identically in the same name(s), address and Social Security number or taxpayer identification number.
If you hold your shares through a financial intermediary, please contact the intermediary to exchange Fund shares. Please note that financial intermediaries may have their own limitations, restrictions or fees on exchange requests.
You Can Make Exchanges In Any Of The Following Ways:
By Mail: Send a letter of instruction to either of the addresses in the How to Open an Account and Make Subsequent Investments section. The letter must include your name, address, and the funds and accounts you want to exchange between.
By Telephone: Call 800 223-1200. Once made, your telephone request cannot be modified or canceled.
28 Prospectus ■ TIAA-CREF International Opportunities Fund
Over the Internet: You can exchange shares using TIAA-CREFs Web Center, which can be accessed through TIAA-CREFs homepage at www.tiaa-cref.org. Once made, your transaction cannot be modified or canceled.
By Systematic Exchange: You can elect this feature only if the balance of the Fund account from which you are transferring shares is at least $5,000. The Fund automatically redeems Retail Class shares from the Fund and purchases Retail Class shares in another fund or series of the Trust each month or quarter (on the 1st or 15th of the month or on the following business day if those days are not business days). You must specify the dollar amount and the funds involved in the exchange. An exchange into a fund in which you already own shares must be for at least $50, and an exchange into a new fund account must meet the account minimums as stated by account type above (i.e., $2,000 per fund account for Traditional IRA, Roth IRA or Coverdell accounts and $2,500 per fund account for all other accounts, including custodial (UGMA/UTMA) accounts).
If you want to set up a systematic exchange, you can contact the Fund and it will send you the necessary forms. All owners of an account must sign the systematic exchange request. Similarly, all account owners must sign any request to increase the amount or frequency of systematic exchanges. You can terminate the plan or change the amount or frequency of the exchanges by writing or calling the Fund. Requests to establish, terminate, or change the amount or frequency of exchanges will become effective within 5 days after the Fund receives your instructions.
Points To Remember When Exchanging:
· Make sure you understand the investment objective, policies, strategies and risks disclosed in the prospectus of the fund into which you exchange shares. The exchange option is not designed to allow you to time the market. It gives you a convenient way to adjust the balance of your account so that it more closely matches your overall investment objectives and risk tolerance level.
· The Fund reserves the right to reject any exchange request and to modify or terminate the exchange option at any time without prior notice to shareholders. The Fund may do this, in particular, when your transaction activity is deemed to be harmful to the Fund, including if it is considered to be market timing activity.
· An exchange is considered a sale of securities, and therefore is taxable.
· The Fund is not responsible for any losses due to unauthorized or fraudulent instructions so long as the Fund follows reasonable security procedures to verify your identity. It is your responsibility to review and verify the accuracy of your confirmation statements immediately after you receive them.
TIAA-CREF International Opportunities Fund ■ Prospectus 29
Eligibility Retirement Class
Retirement Class shares of the Fund are (or may be made) available by or through:
accounts established by or on behalf of employers, or the trustees of plans sponsored by employers, in connection with certain employee benefit plans (the plan(s)), such as plans described in sections 401(a) (including 401(k) and Keogh plans), 403(b)(7) or 457 of the Code, that are sponsored or administered by TIAA-CREF.
certain custody accounts sponsored or administered by TIAA-CREF that are established by individuals as IRAs pursuant to section 408 of the Code.
certain intermediaries who have entered into a contract or arrangement with the Fund, or its investment adviser or distributor that enables them to purchase shares on behalf of their clients.
· other accounts, entities and categories of shareholders as may be approved by the Fund from time to time.
Definition of Eligible Investor for Retirement Class
Collectively, intermediaries that are unaffiliated with TIAA-CREF and/or that do not provide custodial services to plans administered by TIAA-CREF, but that have contracted with the Trust or its affiliates to offer Retirement Class shares of the Fund are referred to as Eligible Investors in the rest of this Retirement Class section of this Prospectus.
Purchasing Shares Retirement Class
Purchasing SharesFor Participants Purchasing Shares through a Plan or Account Administered by TIAA-CREF:
If you are a participant in such a plan and your employer or plan trustee has established a plan account, then you may direct the purchase of Retirement Class shares of the Fund offered under the plan for your account. You should contact your employer to learn how to enroll in the plan. Your employer must notify TIAA-CREF that you are eligible to enroll. In many cases, you will be able to use TIAA-CREF Web Centers online enrollment feature at www.tiaa-cref.org.
You may direct the purchase of Retirement Class shares of the Fund by allocating single or ongoing retirement plan contribution amounts made on your behalf by your employer pursuant to the terms of your plan or through a currently effective salary or payroll reduction agreement with your employer to the Fund (see Allocating Retirement Contributions to the Fund below). You may also direct the purchase of Retirement Class shares of the Fund by reinvesting retirement plan proceeds that were previously invested in another investment vehicle available under your employers plan.
30 Prospectus ■ TIAA-CREF International Opportunities Fund
The Fund imposes no minimum investment requirement for Retirement Class shares. The Fund also does not currently restrict the frequency of investments made in the Fund by participant accounts, although the Fund reserves the right to impose such restrictions in the future. Your employers plan may limit the amount that you may invest in your participant account. In addition, the Code limits total annual contributions to most types of plans. All purchases must be in U.S. dollars and all checks must be drawn on U.S. banks. The Fund will only accept accounts with a U.S. address of record. The Fund will not accept a P.O. Box as an accounts address of record. Each investment in your participant account must be for a specified dollar amount. All other requests, including those specifying a certain price, date, or number of shares, will not be deemed to be in good order (see below) and will not be accepted by the Fund.
The Fund has the right to reject your custody application and to refuse to sell additional Retirement Class shares of the Fund to any investor for any reason. The Fund treats all orders to purchase Retirement Class shares as being received when they are received in good order by the Funds transfer agent (or other authorized Fund agent) (see below). The Fund may suspend or terminate the offering of Retirement Class shares to your employers plan.
Allocating Retirement Contributions to the FundFor Participants Purchasing Shares through a Plan or Account Administered by TIAA-CREF
If you are just starting out and are initiating contributions to your employers plan, you may allocate single or ongoing contribution amounts to Retirement Class shares of the Fund by completing an account application or enrollment form (paper or online) and selecting the Fund and the amounts you wish to contribute to the Fund. You may be able to change your allocation for future contributions by:
· writing to TIAA-CREF at P.O. Box 1259, Charlotte, NC 28201;
· calling our Automated Telephone Service (24 hours a day) at 800 842-2252; or
· using the TIAA-CREF websites account access feature at www.tiaa-cref.org.
Opening an IRA or Keogh Account
Any plan participant or person eligible to participate in a plan may open an IRA or Keogh custody account and purchase Retirement Class shares for their account. For more information about opening an IRA, please call the Funds Telephone Counseling Center at 800 842-2888 or go to the TIAA-CREF Web Center at www.tiaa-cref.org. The Fund reserves the right to limit the ability of IRA and Keogh accounts to purchase the Retirement Class of the Fund.
TIAA-CREF International Opportunities Fund ■ Prospectus 31
Purchasing SharesFor Eligible Investors and Their Clients:
Eligible Investors may invest directly in the Fund. All other prospective investors should contact their intermediary or plan sponsor for applicable purchase requirements. All purchases must be in U.S. dollars and all checks must be drawn on U.S. banks. The Fund will only accept accounts with a U.S. address of record. The Fund will not accept a P.O. Box as the address of record.
There may be circumstances when the Fund will not accept new investments. The Fund reserves the right to suspend or terminate the offering of its shares at any time without prior notice. The Fund also reserves the right to reject any application or investment or any other specific purchase request.
The Fund does not impose minimum investment requirements. However, investors purchasing Retirement Class shares through Eligible Investors (like financial intermediaries or employee benefit plans) may purchase shares only in accordance with instructions and limitations pertaining to their account at the intermediary or plan. These Eligible Investors may set different minimum investment requirements for their customers investments in Retirement Class shares. Please contact your intermediary or plan sponsor for more information.
The Fund considers all purchase requests to be received when they are received in good order by the Funds transfer agent (or other authorized Fund agent) (see below). The Fund will not accept third-party checks. (The Fund considers any check not made payable directly to TIAA-CREF Funds as a third-party check.) The Fund cannot accept checks made out to you or other parties and signed over to the Fund. The Fund will not accept payment in the following forms: travelers checks, money orders, credit card convenience checks, cashiers checks, cash, counter checks or starter checks. The Fund will not accept corporate checks for investment into non-corporate accounts.
To open an account or purchase shares by wire:
Eligible Investors should instruct their bank to wire money to:
State Street Bank
225 Franklin Street
Boston, MA 02110
ABA Number 011000028
DDA Number 99054546
Specify on the wire:
· The TIAA-CREF FundsRetirement Class;
· Account registration (names of registered owners), address and Social Security number or taxpayer identification number;
· Indicate if this is for a new or existing account (provide Fund account number if existing); and
· The Fund and amount to be invested.
To buy additional shares by wire, Eligible Investors should follow the instructions above for opening an account or purchasing shares by wire. Once a
32 Prospectus ■ TIAA-CREF International Opportunities Fund
Fund account has been opened, shareholders do not have to send the Fund an application again.
Points to Remember for All Purchases by Eligible Investors:
· Each investment by an Eligible Investor in Retirement Class shares of the Fund must be for a specified dollar amount. The Fund cannot accept purchase requests specifying a certain price, date, or number of shares; such requests will be deemed to be not in good order (see below) and the Fund will return these investments.
· If you invest in the Retirement Class of the Fund through an Eligible Investor, the Eligible Investor may charge you a fee in connection with your investment (in addition to the fees and expenses deducted by the Fund). Contact the Eligible Investor to learn whether there are any other conditions, such as a minimum investment requirement, on your transactions.
· If any payment or transfer to the Fund is returned as insufficient funds, the Fund will treat this as a redemption of the shares purchased when your wire transfer is received. You will be responsible for any resulting loss incurred by the Fund or Advisors and you may be subject to investment losses and tax consequences on such a redemption. If you are already a shareholder, the Fund can redeem shares from any of your account(s) as reimbursement for all losses. The Fund also reserves the right to restrict you from making future purchases in the Fund.
· Federal law requires the Fund to obtain, verify and record information that identifies each person who opens an account. Until the Fund receives such information, the Fund may not be able to open an account or effect transactions for you. Furthermore, if the Fund is unable to verify your identity, or that of another person authorized to act on your behalf, or if it is believed potential criminal activity has been identified, the Fund reserves the right to take such action as deemed appropriate, which may include closing your account.
· Your ability to purchase shares may be restricted due to limitations on exchanges, including limitations related to the Funds Market Timing/Excessive Trading Policy (see below).
· The Fund is not responsible for any losses due to unauthorized or fraudulent instructions so long as the Fund follows reasonable security procedures to verify your identity. It is your responsibility to review and verify the accuracy of your confirmation statements immediately after you receive them.
In-Kind Purchases of Shares by Eligible Investors
Advisors, at its sole discretion, may permit Eligible Investors or their clients to purchase Retirement Class shares of a Fund with investment securities (instead of cash), if: (1) Advisors believes the securities are appropriate
TIAA-CREF International Opportunities Fund ■ Prospectus 33
investments for the Fund; (2) the securities offered to the Fund are not subject to any restrictions upon their sale by the Fund under the Securities Act of 1933, or otherwise; and (3) the securities are permissible holdings under the Funds investment policies and restrictions. If the Fund accepts the securities, the Eligible Investors account will be credited with Retirement Class shares equal in net asset value to the market value of the securities received. Eligible Investors interested in making in-kind purchases should contact the Fund, and interested clients should contact their Eligible Investor (i.e., their intermediary or plan sponsor).
Redeeming Shares Retirement Class
Redeeming SharesFor Participants Holding Shares through a Plan or Account Administered by TIAA-CREF:
TIAA-CREF participants may redeem (sell) their Retirement Class shares on any business day, subject to the terms of their employers plan, and Eligible Investors can redeem (sell) their Retirement Class shares on any business day. A redemption can be part of an exchange. Certain redemptions of shares of the Fund will be subject to the Redemption Fee (see the section entitled Redemption or Exchange Fee below).
To request a redemption, you can do one of the following:
· write to TIAA at P.O. Box 1259, Charlotte, NC 28201;
· call our Automated Telephone Service (24 hours a day) at 800 842-2252.
You may be required to complete and return certain forms to effect your redemption. Before you complete your redemption request, please make sure you understand the possible federal and other income tax consequences of a redemption. We can suspend or terminate your ability to transact by telephone, Internet, or by fax at any time, for any reason.
Pursuant to a TIAA-CREF participants instructions, the Fund reinvests redemption proceeds (minus any applicable Redemption Fee) in (1) Retirement Class shares of other funds or series of the Trust available under the participants plan, or (2) shares of other mutual funds available under the participants plan. Redemptions are effected as of the day that the Funds transfer agent (or other authorized Fund agent) receives your request in good order (see below), and your participant or IRA account will be credited within seven days thereafter (minus any applicable Redemption Fee). If a redemption is requested after a recent purchase of Retirement Class shares by check, the Fund may delay payment of the redemption proceeds until the check clears. This can take ten days. If you request a redemption, we will send the proceeds (minus any applicable Redemption Fee) by check to the address of record, or by electronic funds transfer to the bank account on file. A letter of instruction with a bank signature guarantee is required if the redemption is sent to a bank account not on file, to an address other than the address of record, or to an address of record that has been changed within the last 30 calendar days. You may obtain a signature guarantee from some commercial or savings banks,
34 Prospectus ■ TIAA-CREF International Opportunities Fund
credit unions, trust companies, or member firms of a U.S. stock exchange. A notary public cannot provide a signature guarantee. Please contact the Fund for further information.
We reserve the right to require a signature guarantee on any redemption.
If you are married, and all or part of your investment is attributable to purchases made under either (i) an employer plan subject to ERISA or (ii) an employer plan that provides for spousal rights to benefits, then to the extent required by the Code or ERISA or the terms of your employer plan, your rights to make certain redemptions may be restricted by the rights of your spouse to such benefits.
The Fund can postpone payment if: (a) the NYSE is closed for other than usual weekends or holidays, or trading on the NYSE is restricted; (b) an emergency exists as defined by the SEC, or the SEC requires that trading be restricted; or (c) the SEC permits a delay for the protection of investors. If you hold shares through an Eligible Investor, like a plan or intermediary, please contact the Eligible Investor for redemption requests.
Redeeming SharesFor Eligible Investors and Their Clients:
Eligible Investors can redeem (sell) their Retirement Class shares at any time. Certain redemptions of shares of the Fund will be subject to the Redemption Fee (see the section entitled Redemption or Exchange Fee below).
If your shares are held through an Eligible Investor, contact the Eligible Investor for applicable redemption requirements. Shares held through an Eligible Investor must be redeemed by the Eligible Investor. For further information, contact your intermediary or plan sponsor. Redemption requests generally must include: account number, transaction amount (in dollars or shares), signatures of all owners exactly as registered on the account, Medallion Signature Guarantees of each owner on the account (if required), and any other required supporting legal documentation.
The Fund will only accept redemption requests that specify a dollar amount or number of shares to be redeemed. All other requests, including those specifying a certain price or date, will not be deemed to be in good order (see below) and will be returned.
If you hold shares through an Eligible Investor, like a plan or intermediary, please contact the Eligible Investor for redemption requests.
Usually, the Fund sends redemption proceeds (minus any applicable Redemption Fee) to the Eligible Investor on the next business day after the Fund receives a redemption request in good order by the Funds transfer agent (or other authorized Fund agent) (see below), but not later than seven days afterwards. If a redemption is requested shortly after a recent purchase by check, it may take 10 calendar days for your check to clear and for your shares to be available for redemption.
The Fund can postpone payment if: (a) the NYSE is closed for other than usual weekends or holidays, or trading on the NYSE is restricted; (b) an
TIAA-CREF International Opportunities Fund ■ Prospectus 35
emergency exists as defined by the SEC, or the SEC requires that trading be restricted; or (c) the SEC permits a delay for the protection of investors.
If you request a redemption, the Fund will send the proceeds (minus any applicable Redemption Fee) by check to the address of record, or by electronic funds transfer to the bank account on file. A letter of instruction with a bank signature guarantee is required if the redemption is sent to a bank account not on file, to an address other than the address of record, or to an address of record that has been changed within the last 30 calendar days. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange. A notary public cannot provide a signature guarantee. Please contact the Fund for further information.
We reserve the right to require a signature guarantee on any redemption.
In-Kind Redemptions of Shares
Certain large redemptions of Fund shares may be detrimental to the Funds other shareholders because such redemptions can adversely affect a portfolio managers ability to implement its investment strategy by causing premature sale of portfolio securities that would otherwise be held. Consequently, if, in any 90-day period, an Eligible Investor redeems (sells) shares in an amount that exceeds the lesser of (i) $250,000 or (ii) 1% of the Funds assets, then the Fund, at its sole discretion, has the right (without prior notice) to satisfy the difference between the redemption amount and the lesser of the two previously mentioned figures with securities from the Funds portfolio instead of cash (minus any applicable Redemption Fee). This is referred to as a distribution in-kind redemption and the securities you receive in this manner represent a portion of the Funds entire portfolio. The securities you receive will be selected by the Fund in its discretion. The Eligible Investor receiving the securities will be responsible for disposing of the securities and bearing any associated costs.
Exchanging Shares Retirement Class
Exchanging SharesFor Participants Purchasing Shares through a Plan or Account Administered by TIAA-CREF:
Exchanges involving shares of the Fund held less than 60 days may be subject to the Redemption Fee (see below).
Subject to the limitations outlined below and any limitations under your employers plan, you may exchange Retirement Class shares of the Fund for Retirement Class shares of another fund available under the plan (including other funds or series of the Trust, if available). An exchange means:
· a sale of Retirement Class shares of the Fund held in your participant or IRA account and the use of the proceeds to purchase Retirement Class shares of another fund for your account;
· a sale of interests in a CREF Account, the TIAA Real Estate Account, or the TIAA Traditional Annuity, and the use of the proceeds to purchase an
36 Prospectus ■ TIAA-CREF International Opportunities Fund
equivalent dollar amount of Retirement Class shares of the Fund for your participant, IRA or Annuity account; or
· a sale of Retirement Class shares held in a participant account and the use of the proceeds to purchase an interest in a CREF Account, the TIAA Real Estate Account, or the TIAA Traditional Annuity. Because interests in a CREF Account, the TIAA Real Estate Account, and the TIAA Traditional Annuity are not offered through participant accounts, you must withdraw redemption proceeds held in your participant account and use them to purchase one of these investments.
You can make exchanges in any of the following ways:
· writing to TIAA at P.O. Box 1259, Charlotte, NC 28201;
· calling our Automated Telephone Service (24 hours a day) at 800 842-2252; or
· using the TIAA-CREF websites account access feature at www.tiaa-cref.org.
Exchanges must generally be for at least $1,000 (except for systematic exchanges, which must be at least $100) or your entire balance, if less.
The Fund reserves the right to reject any exchange request and to modify, suspend or terminate the exchange privilege for any shareholder or class of shareholders. This may be done, in particular, when your transaction activity is deemed to be harmful to the Fund, including if it is considered to be market-timing activity.
Make sure you understand the investment objective, policies, strategies and risks disclosed in the prospectus of the fund into which you exchange shares. The exchange option is not designed to allow you to time the market. It gives you a convenient way to adjust the balance of your account so that it more closely matches your overall investment objectives and risk tolerance level.
Exchanging SharesFor Eligible Investors and Their Clients:
Eligible Investors can exchange Retirement Class shares in the Fund for Retirement Class shares of any other fund or Retirement Class shares of any other fund or series of the Trust on any business day, subject to the limitations described in the Funds Market Timing/Excessive Trading Policy below. (An exchange is a simultaneous redemption of shares in one fund and a purchase of shares in another fund.)
Exchanges involving shares of the Fund held less than 60 days may be subject to the Redemption Fee (see below).
Exchanges between accounts can be made only if the accounts are registered in the same name(s), address and Social Security number or taxpayer identification number. An exchange is considered a sale of securities and therefore may be a taxable event.
The Fund reserves the right to reject any exchange request and to modify, suspend or terminate the exchange privilege for any shareholder or class of
TIAA-CREF International Opportunities Fund ■ Prospectus 37
shareholders. This may be done, in particular, when your transaction activity is deemed to be harmful to the Fund, including if it is considered to be market-timing activity.
Shareholders who hold shares through an Eligible Investor, like a plan or intermediary, should contact the Eligible Investor for exchange requests. Once made, an exchange request cannot be modified or canceled.
Make sure you understand the investment objective, policies, strategies and risks disclosed in the prospectus of the fund into which you exchange shares. The exchange option is not designed to allow you to time the market. It gives you a convenient way to adjust the balance of your account so that it more closely matches your overall investment objectives and risk tolerance level.
Premier Class shares of the Fund are available for purchase by or through
· certain intermediaries or entities affiliated with TIAA-CREF including
· registered investment companies,
· state-sponsored tuition savings plans or healthcare saving accounts (HSAs),
· insurance company separate accounts advised by or affiliated with Advisors, or
· other affiliates of TIAA-CREF;
· other non-affiliated persons, entities or intermediaries including
· investment companies,
· state-sponsored tuition savings plans or prepaid plans or insurance company separate accounts,
· employer-sponsored employee benefit plans which have entered into a contract or arrangement that enables them to purchase shares of the Fund, or
· 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) plans), 403(a), 403(b) and 457 plans. Shareholders investing through such a plan may have to pay additional expenses related to the administration of such plans; or
· other accounts, entities and categories of shareholders as may be approved by the Fund from time to time.
The Fund reserves the right to determine in its sole discretion whether any person, intermediary, or entity is eligible to purchase Premier Class shares.
38 Prospectus ■ TIAA-CREF International Opportunities Fund
Definition of Eligible Investor for Premier Class
Collectively, all investors in the Fund, except for investors through an employer-sponsored employee benefit plan sponsored or administered by TIAA-CREF, are referred to as Eligible Investors in the rest of this Premier Class section of this Prospectus.
Account Minimums (Not Applicable at the Participant Level)
With respect to the categories of investors listed below, the aggregate plan sizes related to these investors must be at least $100 million:
· Accounts established by employers or the trustees of plans sponsored by employers in connection with certain employee benefit plans, such as 401(a) (including 401(k) plans), 403(a), 403(b) and 457 plans, profit-sharing plans, defined benefit plans and non-qualified deferred compensation plans where such accounts are established on a plan-level or omnibus basis; or
· Other affiliates of Advisors or other persons or entities that the Fund may approve from time to time.
With respect to the categories of investors listed below, in addition to the $100 million minimum aggregate plan size noted above, an initial minimum investment of $1 million with respect to the Fund is required:
· Certain financial intermediaries that have entered into an appropriate agreement with the Fund, Advisors and/or TPIS directly or via their trading agent, including:
· Financial intermediaries affiliated with Advisors;
· Other financial intermediaries, platforms and programs, including registered investment adviser (RIA) programs, wrap programs and other advisory programs whose clients pay asset-based fees to such entities for investment advisory, management or other services;
· Trust companies that are not sponsored by an affiliate of Advisors;
· Registered investment companies, including funds of funds that are not advised or administered by Advisors or its affiliates;
· State-sponsored tuition savings plans and HSAs that are not sponsored by an affiliate of Advisors;
· Insurance company separate accounts that are sponsored or administered by insurance companies that are not affiliated with Advisors;
· Any unaffiliated individual retirement plan or group retirement plan, or those retirement plans not held in an omnibus manner and for which the plan sponsor, trustee, other financial intermediary or other entity provides services to investors who hold Fund shares through such entities, including, but not limited to, shareholder servicing or sub-accounting services; or
· Other persons or entities that the Fund may approve from time to time.
Please note that the $100 million aggregate plan size and the initial minimum investment requirements noted above must be met at the time of initial investment or,
TIAA-CREF International Opportunities Fund ■ Prospectus 39
as approved by the Fund, over a reasonable period of time. At its sole discretion, the Fund reserves the right to convert any Premier Class shareholders shares to another class of shares of the Fund for which the shareholder is otherwise eligible if the plan size or initial minimum investment requirements are not met in a reasonable period of time, or if the aggregate plan size falls below $100 million. Please see the section entitled Conversion of Shares below for more information on such mandatory conversions.
Investors may be subject to additional expenses or eligibility requirements imposed by the financial intermediary, plan, platform, program or other entity through which they hold their shares.
The Fund reserves the right to waive or modify eligibility requirements for the Premier Class at any time for any investor or financial intermediary.
Purchasing Shares Premier Class
Purchasing SharesFor Participants Purchasing Shares through a Plan or Account Sponsored or Administered by TIAA-CREF:
If you are a participant in such a plan and your employer or plan trustee has established a plan account, then you may direct the purchase of Premier Class shares of the Fund offered under the plan for your account. You should contact your employer to learn how to enroll in the plan. Your employer must notify TIAA-CREF that you are eligible to enroll. In many cases, you will be able to use TIAA-CREF Web Centers online enrollment feature at www.tiaa-cref.org.
You may direct the purchase of Premier Class shares of the Fund by allocating single or ongoing retirement plan contribution amounts made on your behalf by your employer pursuant to the terms of your plan or through a currently effective salary or payroll reduction agreement with your employer to the Fund (see Allocating Retirement Contributions to the Fund below). You may also direct the purchase of Premier Class shares of the Fund by reinvesting retirement plan proceeds that were previously invested in another investment vehicle available under your employers plan.
No Minimum Investment Requirements are imposed at the Participant Level.
The Fund imposes no minimum investment requirements for Premier Class shares on the participant level (however, see above for minimums on aggregate plan/account sizes). The Fund also does not currently restrict the frequency of investments made in the Fund by participant accounts, although the Fund reserves the right to impose such restrictions in the future. Your employers plan may limit the amount that you may invest in your participant account. In addition, the Code limits total annual contributions to most types of plans. All purchases must be in U.S. dollars and all checks must be drawn on U.S. banks. The Fund will only accept accounts with a U.S. address of record. The Fund will not accept a P.O. Box as an accounts address of record. Each investment in your participant account must be for a specified dollar amount. All other requests, including those specifying a certain price, date, or number of shares,
40 Prospectus ■ TIAA-CREF International Opportunities Fund
will not be deemed to be in good order (see below) and will not be accepted by the Fund.
The Fund has the right to reject your application and to refuse to sell additional Premier Class shares of the Fund to any investor for any reason. The Fund treats all orders to purchase Premier Class shares as being received when they are received in good order by the Funds transfer agent (or other authorized Fund agent) (see below). The Fund may suspend or terminate the offering of Premier Class shares of the Fund to your employers plan.
Allocating
Retirement Contributions to the FundFor Participants Purchasing through a Plan or Account Sponsored
or Administered
by TIAA-CREF:
If you are just starting out and are initiating contributions to your employers plan, you may allocate single or ongoing contribution amounts to Premier Class shares of the Fund by completing an account application or enrollment form (paper or online) and selecting the Fund and the amounts you wish to contribute to the Fund. You may be able to change your allocation for future contributions by:
· writing to TIAA-CREF at P.O. Box 1259, Charlotte, NC 28201;
· calling our Automated Telephone Service (24 hours a day) at 800 842-2252; or
· using the TIAA-CREF websites account access feature at www.tiaa-cref.org.
Purchasing SharesFor Eligible Investors and Their Clients:
Eligible Investors may invest directly in the Fund. All other prospective investors should contact their intermediary or plan sponsor for applicable purchase requirements. All purchases must be in U.S. dollars and all checks must be drawn on U.S. banks. The Fund will only accept accounts with a U.S. address of record. The Fund will not accept a P.O. Box as the address of record.
There may be circumstances when the Fund will not accept new investments in the Fund. The Fund reserves the right to suspend or terminate the offering of its shares at any time without prior notice. The Fund also reserves the right to reject any application or investment or any other specific purchase request.
See above for certain minimum investment limits on purchases of the Fund by certain investors and certain aggregate minimum plan/account sizes. Additionally, investors purchasing Premier Class shares through Eligible Investors (like financial intermediaries or employee benefit plans) may purchase shares only in accordance with instructions and limitations pertaining to their account at the intermediary or plan. These Eligible Investors may set different minimum investment requirements for their customers investments in Premier Class shares. Please contact your intermediary or plan sponsor for more information.
TIAA-CREF International Opportunities Fund ■ Prospectus 41
The Fund considers all purchase requests to be received when they are received in good order by the Funds transfer agent (or other authorized Fund agent) (see below). The Fund will not accept third-party checks. (The Fund considers any check not made payable directly to TIAA-CREF Funds as a third-party check.) The Fund cannot accept checks made out to you or other parties and signed over to the Fund. The Fund will not accept payment in the following forms: travelers checks, money orders, credit card convenience checks, cashiers checks, cash, counter checks or starter checks. The Fund will not accept corporate checks for investment into non-corporate accounts.
Opening an account or purchasing shares by wireEligible Investors:
Eligible Investors should instruct their bank to wire money to:
State Street Bank
225 Franklin Street
Boston, MA 02110
ABA Number 011000028
DDA Number 99054546
Specify on the wire:
· The TIAA-CREF FundsPremier Class;
· Account registration (names of registered owners), address and Social Security number or taxpayer identification number;
· Indicate if this is for a new or existing account (provide Fund account number if existing); and
· The Fund and amount per fund to be invested.
To buy additional shares by wire, Eligible Investors should follow the instructions above for opening an account or purchasing shares by wire. Once a Fund account has been opened, shareholders do not have to send the Fund an application again.
Points to Remember for All Purchases by Eligible Investors:
· Each investment by an Eligible Investor in Premier Class shares of the Fund must be for a specified dollar amount. The Fund cannot accept purchase requests specifying a certain price, date, or number of shares; such requests will be deemed to be not in good order (see below) and the Fund will return the money you sent.
· If you invest in the Premier Class of the Fund through an Eligible Investor, the Eligible Investor may charge you a fee in connection with your investment (in addition to the fees and expenses deducted by the Fund). Contact the Eligible Investor to learn whether there are any other conditions, such as a minimum investment requirement, on your transactions.
· If the Fund does not receive good funds through wire transfer, it will treat this as a redemption of the shares purchased when your wire transfer is
42 Prospectus ■ TIAA-CREF International Opportunities Fund
received. You will be responsible for any resulting loss incurred by the Fund or Advisors and you may be subject to investment losses and tax consequences on such a redemption. If you are already a shareholder, the Fund can redeem shares from any of your account(s) as reimbursement for all losses. The Fund also reserves the right to restrict you from making future purchases in the Fund.
· Federal law requires the Fund to obtain, verify and record information that identifies each person who opens an account. Until the Fund receives such information, the Fund may not be able to open an account or effect transactions for you. Furthermore, if the Fund is unable to verify your identity, or that of another person authorized to act on your behalf, or if it is believed potential criminal activity has been identified, the Fund reserves the right to take such action as deemed appropriate, which may include closing your account.
· Your ability to purchase shares may be restricted due to limitations on exchanges, including limitations related to the Funds Market Timing/Excessive Trading Policy (see below).
· The Fund is not responsible for any losses due to unauthorized or fraudulent instructions so long as the Fund follows reasonable security procedures to verify your identity. It is your responsibility to review and verify the accuracy of your confirmation statements immediately after you receive them.
In-Kind Purchases of Shares by Eligible Investors
Advisors, at its sole discretion, may permit Eligible Investors or their clients to purchase Premier Class shares with investment securities (instead of cash) if: (1) Advisors believes the securities are appropriate investments for the Fund; (2) the securities offered to the Fund are not subject to any restrictions upon their sale by the Fund under the Securities Act of 1933, or otherwise; and (3) the securities are permissible holdings under the Funds investment policies and restrictions. If the Fund accepts the securities, the Eligible Investors account will be credited with Premier Class shares equal in net asset value to the market value of the securities received. Eligible Investors interested in making in-kind purchases should contact the Fund, and interested clients should contact their Eligible Investor (i.e., their intermediary or plan sponsor).
Redeeming Shares Premier Class
Redeeming SharesFor Participants Holding Shares through a Plan or Account Administered by TIAA-CREF:
TIAA-CREF participants may redeem (sell) their Premier Class shares on any business day, subject to the terms of their employers plan and Eligible Investors can redeem (sell) their Premier Class shares at any time. A redemption can be part of an exchange. Certain redemptions of shares of the
TIAA-CREF International Opportunities Fund ■ Prospectus 43
Fund will be subject to the Redemption Fee (see the section entitled Redemption or Exchange Fee below).
To request a redemption, you can do one of the following:
· write to TIAA at P.O. Box 1259, Charlotte, NC 28201;
· call our Automated Telephone Service (24 hours a day) at 800 842-2252.
You may be required to complete and return certain forms to effect your redemption. Before you complete your redemption request, please make sure you understand the possible federal and other income tax consequences of a redemption. We can suspend or terminate your ability to transact by telephone, Internet, or by fax at any time for any reason.
Pursuant to a TIAA-CREF participants instructions, the Fund reinvests redemption proceeds (minus any applicable Redemption Fee) in (1) Premier Class shares of other funds or series of the Trust available under the participants plan, or (2) shares of other mutual funds available under the participants plan. Redemptions are effected as of the day that the Funds transfer agent (or other authorized Fund agent) receives your request in good order (see below), and your participant will be credited within seven days thereafter (minus any applicable Redemption Fee). If a redemption is requested after a recent purchase of Premier Class shares by check, the Fund may delay payment of the redemption proceeds until the check clears. This can take ten days. If you request a redemption, we will send the proceeds (minus any applicable Redemption Fee) by check to the address of record, or by electronic funds transfer to the bank account on file. A letter of instruction with a bank signature guarantee is required if the redemption is sent to a bank account not on file, address other than the address of record, or to an address of record that has been changed within the last 30 calendar days. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange. A notary public cannot provide a signature guarantee. Please contact the Fund for further information.
We reserve the right to require a signature guarantee on any redemption.
If you are married, and all or part of your investment is attributable to purchases made under either (i) an employer plan subject to ERISA or (ii) an employer plan that provides for spousal rights to benefits, then to the extent required by the Code or ERISA or the terms of your employer plan, your rights to make certain redemptions may be restricted by the rights of your spouse to such benefits.
The Fund can postpone payment if: (a) the NYSE is closed for other than usual weekends or holidays, or trading on the NYSE is restricted; (b) an emergency exists as defined by the SEC, or the SEC requires that trading be restricted; or (c) the SEC permits a delay for the protection of investors.
Redeeming SharesFor Eligible Investors and Their Clients:
Eligible Investors can redeem (sell) their Premier Class shares at any time.
44 Prospectus ■ TIAA-CREF International Opportunities Fund
Certain redemptions of shares of the Fund will be subject to the Redemption Fee (see the section entitled Redemption or Exchange Fee below).
If your shares are held through an Eligible Investor, contact the Eligible Investor for applicable redemption requirements. Shares held through an Eligible Investor must be redeemed by the Eligible Investor. For further information, contact your intermediary or plan sponsor. Redemption requests generally must include: account number, transaction amount (in dollars or shares), signatures of all owners exactly as registered on the account, Medallion Signature Guarantees of each owner on the account (if required), and any other required supporting legal documentation.
The Fund will only accept redemption requests that specify a dollar amount or number of shares to be redeemed. All other requests, including those specifying a certain price or date, will not be deemed to be in good order (see below) and will be returned.
If you hold shares through an Eligible Investor, like a plan or intermediary, please contact the Eligible Investor for redemption requests.
Usually, the Fund sends redemption proceeds (minus any applicable Redemption Fee) to the Eligible Investor on the next business day after the Fund receives a redemption request in good order by the Funds transfer agent (or other authorized Fund agent) (see below), but not later than seven days afterwards. If a redemption is requested shortly after a recent purchase by check, it may take 10 calendar days for your check to clear and for your shares to be available for redemption.
The Fund can postpone payment if: (a) the NYSE is closed for other than usual weekends or holidays, or trading on the NYSE is restricted; (b) an emergency exists as defined by the SEC, or the SEC requires that trading be restricted; or (c) the SEC permits a delay for the protection of investors.
If you request a redemption, we will send the proceeds (minus any applicable Redemption Fee) by check to the address of record, or by electronic funds transfer to the bank account on file. A letter of instruction with a bank signature guarantee is required if the redemption is sent to a bank account not on file, address other than the address of record, or to an address of record that has been changed within the last 30 calendar days. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange. A notary public cannot provide a signature guarantee. Please contact the Fund for further information.
We reserve the right to require a signature guarantee on any redemption.
In-Kind Redemptions of Shares
Certain large redemptions of Fund shares may be detrimental to other Fund shareholders because such redemptions can adversely affect a portfolio managers ability to implement its investment strategy by causing premature sale of portfolio securities that would otherwise be held. Consequently, if, in any 90-day period, an Eligible Investor redeems (sells) shares in an amount that
TIAA-CREF International Opportunities Fund ■ Prospectus 45
exceeds the lesser of (i) $250,000 or (ii) 1% of Fund assets, then the Fund, at its sole discretion, has the right (without prior notice) to satisfy the difference between the redemption amount and the lesser of the two previously mentioned figures with securities from the Funds portfolio instead of cash (minus any applicable Redemption Fee). This is referred to as a distribution in-kind redemption and the securities you receive in this manner represent a portion of the Funds entire portfolio. The securities you receive will be selected by the Fund in its discretion. The Eligible Investor receiving the securities will be responsible for disposing of the securities and bearing any associated costs.
Exchanging Shares Premier Class
Exchanging SharesFor Participants Holding Shares through a Plan or Account Administered by TIAA-CREF:
Exchanges involving shares of the Fund held less than 60 days may be subject to the Redemption Fee (see below).
Subject to the limitations outlined below and any limitations under your employers plan, you may exchange Premier Class shares of the Fund for Premier Class shares of another fund available under the plan (including other funds or series of the Trust, if available). An exchange means:
· a sale of Premier Class shares of the Fund held in your participant account and the use of the proceeds to purchase Premier Class shares of another Fund or other fund or series of the TIAA-CREF Funds for your account;
· a sale of interests in a CREF Account, the TIAA Real Estate Account, or the TIAA Traditional Annuity, and the use of the proceeds to purchase an equivalent dollar amount of Premier Class shares of the Fund for your participant or Annuity account; or
· a sale of Premier Class shares held in a participant account and the use of the proceeds to purchase an interest in a CREF Account, the TIAA Real Estate Account, or the TIAA Traditional Annuity. Because interests in a CREF Account, the TIAA Real Estate Account, and the TIAA Traditional Annuity are not offered through participant accounts, you must withdraw redemption proceeds held in your participant account and use them to purchase one of these investments.
You can make exchanges in any of the following ways:
· writing to TIAA at P.O. Box 1259, Charlotte, NC 28201;
· calling our Automated Telephone Service (available 24 hours a day) at 800 842-2252; or
· using the TIAA-CREF websites account access feature at www.tiaa-cref.org.
Exchanges must generally be for at least $1,000 (except for systematic exchanges, which must be for at least $100) or your entire balance, if less.
The Fund reserves the right to reject any exchange request and to modify, suspend or terminate the exchange privilege for any shareholder or class of
46 Prospectus ■ TIAA-CREF International Opportunities Fund
shareholders. This may be done, in particular, when your transaction activity is deemed to be harmful to the Fund, including if it is considered to be market-timing activity.
Make sure you understand the investment objective, policies, strategies and risks disclosed in the prospectus of the fund into which you exchange shares. The exchange option is not designed to allow you to time the market. It gives you a convenient way to adjust the balance of your account so that it more closely matches your overall investment objectives and risk tolerance level.
Exchanging SharesFor Eligible Investors and Their Clients:
Eligible Investors can exchange Premier Class shares in the Fund for Premier Class shares of any other fund or series of the Trust on any business day, subject to the limitations described in the Funds Market Timing/Excessive Trading Policy below. (An exchange is a simultaneous redemption of shares in one fund and a purchase of shares in another fund.) Exchanges involving shares of the Fund held less than 60 days may be subject to the Redemption Fee (see below).
If you hold shares through an intermediary, plan sponsor or other Eligible Investor, contact the Eligible Investor for applicable exchange requirements.
Exchanges between accounts can be made only if the accounts are registered in the same name(s), address and Social Security number or taxpayer identification number. An exchange is considered a sale of securities and therefore may be a taxable event.
The Fund reserves the right to reject any exchange request and to modify, suspend or terminate the exchange privilege for any shareholder or class of shareholders. This may be done, in particular, when your transaction activity is deemed to be harmful to the Fund, including if it is considered to be market-timing activity.
Shareholders who hold shares through an Eligible Investor like a plan or intermediary should contact the Eligible Investor for exchange requests. Once made, an exchange request cannot be modified or canceled.
Make sure you understand the investment objective, policies, strategies and risks disclosed in the prospectus of the fund into which you exchange shares. The exchange option is not designed to allow you to time the market. It gives you a convenient way to adjust the balance of your account so that it more closely matches your overall investment objectives and risk tolerance level.
Eligibility Institutional Class
Institutional Class shares of the Fund are available for purchase by or through:
certain intermediaries affiliated with TIAA-CREF, or
TIAA-CREF International Opportunities Fund ■ Prospectus 47
other non-affiliated persons or intermediaries who have entered into a contract or arrangement that enables them to purchase shares of the Fund, or other affiliates of TIAA-CREF, such as
state-sponsored tuition savings plans or prepaid plans,
insurance company separate accounts,
employer-sponsored employee benefit plans,
accounts established by employers, or the trustees of plans sponsored by employers, 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 such as IRAs. Shareholders investing through such a plan may have to pay additional expenses related to the administration of such plans, or
other accounts, entities and categories of shareholders as may be approved by the Fund from time to time.
Definition of Eligible Investor and Direct Purchaser
Collectively, investors that have contracted with the Trust or its affiliates to offer Institutional Class shares of the Fund and entities that are affiliated with the Trust, Advisors or TPIS are referred to as Eligible Investors in this Institutional Class section of this Prospectus.
Under certain circumstances, Institutional Class shares of the Fund may be offered directly to certain eligible individuals or institutions (each, a Direct Purchaser).
Account MinimumsCertain Eligible Investors
No minimum initial investment is required to purchase Institutional Class shares of the Fund by or through the following categories of Eligible Investors:
· Certain financial intermediaries that have entered into an appropriate agreement with the Fund, Advisors and/or TPIS directly or via their trading agent, including:
· Financial intermediaries affiliated with Advisors;
· Other financial intermediaries, platforms and programs, including registered investment adviser (RIA) programs, wrap programs and other advisory programs: (1) whose clients pay asset-based fees to such entities for investment advisory, management or other services; and (2) which are not compensated by the Fund for any services provided to clients who hold Fund shares through such entities;
· Trust companies, including both those affiliated with Advisors, such as TIAA-CREF Trust Company, FSB (the Trust Company) and other trust companies that are not affiliated with Advisors;
· Registered investment companies advised by or affiliated with Advisors, including funds of funds;
48 Prospectus ■ TIAA-CREF International Opportunities Fund
· State-sponsored tuition savings plans and healthcare savings accounts (HSAs) sponsored by Advisors or its affiliates;
· Insurance company separate accounts sponsored or administered by an insurance company that is affiliated with Advisors;
· Accounts established by employers or the trustees of plans sponsored by employers in connection with certain employee benefit plans, such as 401(a) (including 401(k) and Keogh plans), 403(a), 403(b) and 457 plans, profit-sharing plans, defined benefit plans and non-qualified deferred compensation plans where: (1) such accounts are established on a plan-level or omnibus basis; and (2) the plan, plan sponsor, any financial intermediary or any other entity is not compensated by the Fund for any services provided to investors who hold Fund shares through such entities; or
· Other affiliates of Advisors or other persons or entities that the Fund may approve from time to time.
Account MinimumsOther Investors
With respect to the categories of investors listed below, a $2 million minimum initial investment amount for purchases of Institutional Class shares of the Fund is applicable:
· Individual or institutional investors, including financial institutions, corporations, partnerships, foundations, banks, trusts, endowments, government entities or other similar entities, that invest directly in the Fund (such Direct Purchasers will be subject to a $1,000 minimum subsequent investment requirement);
· Registered investment companies, including funds of funds that are not advised or administered by Advisors or its affiliates;
· State-sponsored tuition savings plans and HSAs that are not sponsored by an affiliate of Advisors;
· Insurance company separate accounts that are sponsored or administered by insurance companies that are not affiliated with Advisors;
· Financial intermediaries that have entered into an appropriate agreement with the Fund, Advisors and/or TPIS directly or via their trading agent and which receive compensation from the Fund for services provided to investors who hold Fund shares through such entities, including, but not limited to, shareholder servicing or sub-accounting services;
· Any individual retirement plan or group retirement plan that is not held in an omnibus manner and for which the plan sponsor, trustee, other financial intermediary or other entity receives compensation from the Fund for services provided to investors who hold Fund shares through such entities, including, but not limited to, shareholder servicing or sub-accounting services; or
· Other persons, accounts, entities and categories of shareholders as determined by the Fund from time to time.
TIAA-CREF International Opportunities Fund ■ Prospectus 49
Please note that the initial minimum investment requirement must be met at the time of initial investment or, as approved by the Fund, over a reasonable period of time. At its sole discretion, the Fund reserves the right to convert any Institutional Class shareholders shares to another class of shares of the Fund for which the shareholder is otherwise eligible if the initial minimum investment requirement is not met in a reasonable period of time. Please see the section entitled Conversion of Shares below for more information on such mandatory conversions.
Investors who do not hold their Institutional Class shares directly with the Fund may be subject to additional expenses or eligibility requirements imposed by the financial intermediary, plan, platform, program or other entity through which they hold their shares. Eligible Investors (like financial intermediaries or employee benefit plans) may set different minimum investment requirements for their customers investments in Institutional Class shares and investors purchasing Institutional Class shares through Eligible Investors may purchase shares only in accordance with such requirements.
The Fund reserves the right to waive or modify eligibility requirements for the Institutional Class at any time for any investor or financial intermediary.
Purchasing Shares Institutional Class
Eligible Investors and Direct Purchasers may invest directly in the Institutional Class shares of the Fund. All other prospective investors should contact their intermediary or plan sponsor for applicable purchase requirements. All purchases must be in U.S. dollars and all checks must be drawn on U.S. banks. The Fund will only accept accounts with a U.S. address of record. The Fund will not accept a P.O. Box as the address of record.
There may be circumstances when the Fund will not accept new investments in the Fund. The Fund reserves the right to suspend or terminate the offering of its shares at any time without prior notice. The Fund also reserves the right to reject any application or investment or any other specific purchase request.
As described above, the Fund imposes minimum investment requirements for certain Eligible Investors and Direct Purchasers. However, Eligible Investors (like financial intermediaries or employee benefit plans) may purchase shares only in accordance with instructions and limitations pertaining to their account at the intermediary or plan. These Eligible Investors may set different minimum investment requirements for their customers investments in Institutional Class shares and investors purchasing Institutional Class shares through Eligible Investors may purchase shares only in accordance with such requirements. Please contact your intermediary or plan sponsor for more information.
The Fund considers all purchase requests to be received when they are received in good order by the Funds transfer agent (or other authorized Fund agent) (see below). The Fund will not accept third-party checks. (The Fund considers any check not made payable directly to TIAA-CREF Funds as a third-party check.) The Fund cannot accept checks made out to you or other parties and signed over to the Fund. The Fund will not accept payment in the following
50 Prospectus ■ TIAA-CREF International Opportunities Fund
forms: travelers checks, money orders, credit card convenience checks, cashiers checks, cash, counter checks or starter checks. The Fund will not accept corporate checks for investment into non-corporate accounts.
To open an account or purchase shares by wire (Direct Purchasers and Eligible Investors):
Direct Purchasers should request an application from their Relationship Manager, who can help a Direct Purchaser complete the application or answer any questions that a Direct Purchaser may have about the application. A Direct Purchaser should send the Fund its application by mail, then call its Relationship Manager or the Fund directly to confirm that its account has been established. Or, the Direct Purchaser may forward its application and request for an account number directly to its Relationship Manager.
Eligible Investors or Direct Purchasers should instruct their bank to wire money to:
State Street Bank
225 Franklin Street
Boston, MA 02110
ABA Number 011000028
DDA Number 99054546
Specify on the wire:
· The TIAA-CREF FundsInstitutional Class;
· Account registration (names of registered owners), address and Social Security number or taxpayer identification number;
· Indicate if this is for a new or existing account (provide Fund account number if existing); and
· The Fund and amount to be invested.
To buy additional shares by wire, Direct Purchasers and Eligible Investors should follow the instructions above for opening an account or purchasing shares by wire, except that existing investors need not forward another account application.
To open an account or purchase shares by mail (Direct Purchasers Only):
Send your check, made payable to TIAA-CREF Funds, and application to:
First Class Mail: The TIAA-CREF FundsInstitutional Class
c/o Boston Financial Data Services
P.O. Box 8009
Boston, MA 02266-8009
Overnight Mail: The TIAA-CREF FundsInstitutional Class
c/o Boston Financial Data Services
30 Dan Road
Canton, MA 02021-2809
TIAA-CREF International Opportunities Fund ■ Prospectus 51
To purchase additional shares by mail, send a check to either of the addresses listed above with the registration of the account, Fund account number, and the amount to be invested in the Fund.
Points to Remember for All PurchasesAll Investors:
· Each investment must be for a specified dollar amount. The Fund cannot accept purchase requests specifying a certain price, date, or number of shares; such requests will be deemed to be not in good order (see below) and the Fund will return these investments.
· If you invest in the Institutional Class of the Fund through an Eligible Investor, the Eligible Investor may charge you a fee in connection with your investment (in addition to the fees and expenses deducted by the Fund). Contact the Eligible Investor to learn whether there are any other conditions, such as a minimum investment requirement, on your transactions. In addition, Eligible Investors that are not themselves affiliated with TIAA-CREF may be charged a fee by their intermediary or plan sponsor (in addition to the fees and expenses deducted by the Fund).
· If your purchase check does not clear or payment on it is stopped, or if the Fund does not receive good funds through wire transfer or electronic funds transfer, the Fund will treat this as a redemption of the shares purchased. You will be responsible for any resulting loss incurred by the Fund or Advisors and you may be subject to investment losses and tax consequences on such a redemption. If you are already a shareholder, the Fund can redeem shares from any of your account(s) as reimbursement for all losses. The Fund also reserves the right to restrict you from making future purchases in the Fund. There is a $25 fee for all returned items, including checks and electronic funds transfers. Please note that there is a 10-calendar-day hold on all purchases by check.
· Federal law requires the Fund to obtain, verify and record information that identifies each person who opens an account. Until the Fund receives such information, the Fund may not be able to open an account or effect transactions for you. Furthermore, if the Fund is unable to verify your identity, or that of another person authorized to act on your behalf, or if it is believed potential criminal activity has been identified, the Fund reserves the right to take such action as deemed appropriate, which may include closing your account.
· An investors ability to purchase shares may be restricted due to limitations on exchanges, including limitations related to the Funds Market Timing/Excessive Trading Policy (see below).
· The Fund is not responsible for any losses due to unauthorized or fraudulent instructions so long as the Fund follows reasonable security procedures to verify your identity. It is your responsibility to review and verify the accuracy of your confirmation statements immediately after you receive them.
52 Prospectus ■ TIAA-CREF International Opportunities Fund
In-Kind Purchases of Shares
Advisors, at its sole discretion, may permit an Eligible Investor or Direct Purchaser to purchase Institutional Class shares with investment securities (instead of cash) if: (1) Advisors believes the securities are appropriate investments for the Fund; (2) the securities offered to the Fund are not subject to any restrictions upon their sale by the Fund under the Securities Act of 1933, or otherwise; and (3) the securities are permissible holdings under the Funds investment policies and restrictions. If the Fund accepts the securities, the Eligible Investors or Direct Purchasers account will be credited with Fund shares equal in net asset value to the market value of the securities received. Eligible Investors interested in making in-kind purchases should contact the Fund or its intermediary or plan sponsor and Direct Purchasers interested in making in-kind purchases should contact either their Relationship Manager or the Fund directly.
Redeeming Shares Institutional Class
Eligible Investors and Direct Purchasers can redeem (sell) their Institutional Class shares on any business day. Certain redemptions of shares of the Fund will be subject to the Redemption Fee (see the section entitled Redemption or Exchange Fee below).
Redeeming SharesFor Shares Held Through an Eligible Investor
If your shares are held through an Eligible Investor, contact the Eligible Investor for applicable redemption requirements. Shares held through an Eligible Investor must be redeemed by the Eligible Investor. For further information, contact your intermediary or plan sponsor.
Redeeming SharesFor Shares Held By Direct Purchasers
If you are a Direct Purchaser, either contact your Relationship Manager or send your written request to one of the addresses listed in the To open an account or purchase shares by mail (Direct Purchasers Only) section for applicable redemption requirements. Requests must include: account number, transaction amount (in dollars or shares), signatures of all owners exactly as registered on the account, Medallion Signature Guarantees of each owner on the account (if required), and any other required supporting legal documentation.
Direct Purchasers wishing to make redemption orders by telephone should call their Relationship Manager.
If you request a redemption, we will send the proceeds (minus any applicable Redemption Fee)by check to the address of record or by electronic funds transfer to the bank account on file. A letter of instruction with a Medallion Signature Guarantee is required if the redemption is sent to a bank account not on file, to an address other than the address of record, or to an address of record that has been changed within the last 30 calendar days. You may obtain a Medallion Signature Guarantee from some commercial or savings banks, credit
TIAA-CREF International Opportunities Fund ■ Prospectus 53
unions, trust companies, or member firms of a U.S. stock exchange. A notary public cannot provide Medallion Signature Guarantee. Please contact the Fund for further information.
Points to RememberFor All Redemptions
The Fund will only accept redemption requests that specify a dollar amount or number of shares to be redeemed. All other requests, including those specifying a certain price or date, will not be deemed to be in good order (see below) and will be returned.
Redemption ProceedsAll Investors
Usually, the Fund sends redemption proceeds (minus any applicable Redemption Fee) on the next business day after the Fund receives a redemption request in good order by the Funds transfer agent (or other authorized Fund agent) (see below), but not later than seven days afterwards. If a redemption is requested shortly after a recent purchase by check, it may take 10 calendar days for your check to clear and for your shares to be available for redemption.
The Fund can postpone payment if: (a) the NYSE is closed for other than usual weekends or holidays, or trading on the NYSE is restricted; (b) an emergency exists as defined by the SEC, or the SEC requires that trading be restricted; or (c) the SEC permits a delay for the protection of investors.
We reserve the right to require a signature guarantee on any redemption.
In-Kind Redemptions of Shares
Certain large redemptions of Fund shares may be detrimental to the Funds other shareholders because such redemptions can adversely affect a portfolio managers ability to implement its investment strategy by causing premature sale of portfolio securities that would otherwise be held. Consequently, if, in any 90-day period, an investor redeems (sells) shares in an amount that exceeds the lesser of (i) $250,000 or (ii) 1% of the Funds assets, then the Fund, at its sole discretion, has the right (without prior notice) to satisfy the difference between the redemption amount and the lesser of the two previously mentioned figures with securities from the Funds portfolio instead of cash (minus any applicable Redemption Fee). This is referred to as a distribution in-kind redemption and the securities you receive in this manner represent a portion of the Fund's entire portfolio. The securities you receive will be selected by the Fund in its discretion. The investor receiving the securities will be responsible for disposing of the securities and bearing any associated costs.
Exchanging Shares Institutional Class
Investors can exchange Institutional Class shares in the Fund for Institutional Class shares of any other fund or series of the Trust on any business day, subject to the limitations described in the Funds Market Timing/Excessive Trading Policy below. (An exchange is a simultaneous redemption of shares in the Fund and a purchase of shares in another fund.)
54 Prospectus ■ TIAA-CREF International Opportunities Fund
Exchanges involving shares of the Fund held less than 60 days may be subject to the Redemption Fee (see below).
Exchanging SharesEligible Investors
If you hold shares through an intermediary, plan sponsor or other Eligible Investor, contact the Eligible Investor for applicable exchange requirements. Eligible Investors can make an exchange through a telephone request by calling their Relationship Manager.
Exchanging SharesDirect Purchasers
If you are a Direct Purchaser and would like to make an exchange, you may either call your Relationship Manager or send a letter of instruction to either of the addresses in the To open an account or purchase shares by mail (Direct Purchasers Only) section. The letter must include your name, address, and the Fund and/or accounts you want to exchange between.
Exchange RequirementsAll Investors
Exchanges between accounts can be made only if the accounts are registered in the same name(s), address and Social Security number or taxpayer identification number. An exchange is considered a sale of securities, and therefore may be a taxable event. Any applicable minimum investment amounts on purchases also apply to exchanges.
The Fund reserves the right to reject any exchange request and to modify, suspend or terminate the exchange privilege for any shareholder or class of shareholders. This may be done, in particular, when your transaction activity is deemed to be harmful to the Fund, including if it is considered to be market-timing activity.
Once made, an exchange request cannot be modified or canceled.
Make sure you understand the investment objective, policies, strategies and risks disclosed in the prospectus of the fund into which you exchange shares. The exchange option is not designed to allow you to time the market. It gives you a convenient way to adjust the balance of your account so that it more closely matches your overall investment objectives and risk tolerance level.
CONVERSION OF SHARES APPLICABLE TO ALL INVESTORS
A share conversion is a transaction where shares of one class of the Fund are exchanged for shares of another class of the Fund. Share conversions can occur between each share class of the Fund. Generally, share conversions occur where a shareholder becomes eligible for another share class of the Fund or no longer meets the eligibility of the share class they own (and another class exists for which they would be eligible). Please note that a share conversion is generally a non-taxable event, but please consult with your personal tax advisor on your particular circumstances.
TIAA-CREF International Opportunities Fund ■ Prospectus 55
A request for a share conversion will not be processed until it is received in good order (as defined below) by the Funds transfer agent (or other authorized Fund agent). Conversion requests received in good order prior to the close of the NYSE (generally 4:00 p.m. Eastern Time) on a day the NYSE is open will receive the NAV of the new class calculated that day. Please note that, because the NAVs of each class of the Fund will generally vary due to differences in expenses, you will receive a different number of shares in the new class than you held in the old class, but the total value of your holdings will remain the same.
The Funds market timing policies will not be applicable to share conversions. If you hold your shares through an Eligible Investor like an intermediary or plan sponsor, please contact the Eligible Investor for more information on share conversions. Please note that certain intermediaries or plan sponsors may not permit all types of share conversions. The Fund reserves the right to terminate, suspend or modify the share conversion privilege for any shareholder or group of shareholders.
Voluntary Conversions
If you believe that you are eligible to convert your Fund shares to another class, you may place an order for a share conversion by contacting your Relationship Manager. If you hold your shares through an Eligible Investor like a plan or intermediary, please contact the Eligible Investor regarding conversions. Please be sure to read the applicable sections of the prospectus for the new class in which you wish to convert prior to such a conversion in order to learn more about its different features, performance and expenses. Neither the Fund nor Advisors has any responsibility for reviewing accounts and/or contacting shareholders to apprise them that they may qualify to request a voluntary conversion. Some Eligible Investors may not allow investors who own Fund shares through them to make share conversions.
Mandatory Conversions
The Fund reserves the right to automatically convert shareholders from one class to another if they either no longer qualify as eligible for their existing class or if they become eligible for another class. Such mandatory conversions may be as a result of a change in value of an account due to market movements, exchanges or redemptions. The Fund will notify affected shareholders in writing prior to any mandatory conversion.
IMPORTANT TRANSACTION INFORMATION
Good Order. Purchase, redemption and exchange requests are not processed until received in good order by the Funds transfer agent at its processing center (or by another authorized Fund agent). Good order means actual receipt of the order along with all information and supporting legal documentation necessary to effect the transaction by the Funds transfer agent (or other authorized Fund agent). This information and documentation generally includes the Fund
56 Prospectus ■ TIAA-CREF International Opportunities Fund
account number, the transaction amount (in dollars or shares), signatures of all account owners exactly as registered on the account and any other information or supporting documentation as the Fund, its transfer agent or other authorized Fund agent may require. With respect to purchase requests, good order also generally includes receipt of sufficient funds by the Funds transfer agent (or other authorized Fund agent) to effect the purchase. The Fund, its transfer agent or any other authorized Fund agent may, in their sole discretion, determine whether any particular transaction request is in good order and reserve the right to change or waive any good order requirement at any time.
Financial intermediaries or plan sponsors may have their own requirements for considering transaction requests to be in good order. If you hold your shares through a financial intermediary or plan sponsor, please contact them for their specific good order requirements.
Share Price. If the Funds transfer agent (or other authorized Fund agent) receives an order to purchase, redeem or exchange shares that is in good order anytime before close of regular trading on the NYSE (usually 4:00 p.m. Eastern Time), the transaction price will be the NAV per share for that day. If the Funds transfer agent (or other authorized Fund agent) receives an order to purchase, redeem or exchange shares that is in good order anytime after the NYSE closes, the transaction price will be the NAV per share calculated the next business day.
If you hold Institutional, Premier and Retirement Class shares through an Eligible Investor, the Eligible Investor may require you to communicate to it any purchase, redemption or exchange request by a specified deadline earlier than 4:00 p.m. Eastern Time in order to receive that days NAV per share as the transaction price.
If you hold Retail Class shares through a financial intermediary, the intermediary may require you to communicate to it any purchase, redemption or exchange request by a specified deadline earlier than 4:00 p.m. Eastern Time in order to receive that days NAV per share as the transaction price.
Large RedemptionsApplicable to All Investors. Please contact the Fund before attempting to redeem a large dollar amount of shares (including exchange requests since they include redemption transactions). Large redemptions of Fund shares may be detrimental to the Funds other shareholders because such transactions can adversely affect a portfolio managers ability to efficiently manage the Fund. By contacting the Fund before you attempt to redeem a large dollar amount, you may avoid in-kind payment of your request.
Minimum Account Size.
· Retail Class. Due to the relatively high cost of maintaining smaller accounts, the Fund reserves the right to redeem shares in any account if the value of that account drops below $1,500. You will be allowed at least 60 days, after written notice, to make an additional investment to bring your account value up to at least the specified minimum before the redemption is processed. The Fund reserves the right to waive or reduce the minimum
TIAA-CREF International Opportunities Fund ■ Prospectus 57
account size for the Fund account at any time. Additionally, the Fund may increase, terminate or revise the terms of the minimum account size requirements at any time without advance notice to shareholders.
· Premier and Retirement Class. Except as noted above under Eligibility - Premier Class. there is currently no minimum account size for Premier or Retirement Class shares. The Fund reserves the right, without prior notice, to establish a minimum amount required to open, maintain or add to an account.
· Institutional Class. While there is currently no minimum account size for maintaining an Institutional Class account, the Fund reserves the right, without prior notice, to establish a minimum amount required to maintain an account.
Small Account Maintenance FeeRetail Class. The Fund charges an annual Small Account Maintenance Fee of $15.00 per Retail Class account (applicable to both retirement and non-retirement accounts) in order to allocate shareholder servicing costs equitably if your Fund balance falls below $2,000 (for any reason, including a decrease in market value). Investors cannot pay this fee by any other means besides an automatic deduction of the fee from their account.
The annual Small Account Maintenance Fee will not apply to the following types of Retail Class Fund accounts: accounts held through retirement or employee benefit plans; accounts held through intermediaries and their supermarkets and platforms (i.e., omnibus accounts); accounts that are registered under a taxpayer identification number (or Social Security number) that have aggregated non-retirement or non-employee benefit plan assets held in accounts for the Fund or other series of the Trust of $25,000 or more; accounts currently enrolled in the Funds automatic investment plan (AIP); and accounts held through tuition (529) programs. However, the annual Small Account Maintenance Fee will apply to IRAs and Coverdell education savings accounts. The Fund reserves the right to waive or reduce the annual Small Account Maintenance Fee for any Fund account at any time. Additionally, the Fund may increase, terminate or revise the terms of the annual Small Account Maintenance Fee at any time without advance notice to shareholders.
Taxpayer Identification Number. Regardless of whether you hold your Fund shares directly or through a financial intermediary, you must give the Fund your taxpayer identification number (which, for most individuals, is your Social Security number) and tell the Fund whether or not you are subject to back-up withholding. If you do not furnish your taxpayer identification number, redemptions or exchanges of shares, as well as dividends and capital gains distributions, will be subject to back-up tax withholding. In addition, if you hold Fund shares directly and do not furnish your taxpayer identification number, then your account application will be rejected and returned.
Changing Your Address.
58 Prospectus ■ TIAA-CREF International Opportunities Fund
· Retail Class. To change the address on your account, please call the Fund or send the Fund a written notification signed by all registered owners of your account. If you hold your shares through a financial intermediary, please contact the intermediary to change your address.
· Premier and Retirement Class. To change the address on an Eligible Investor account, please send the Fund a written notification.
· Institutional Class. To change the address on an account, please contact your Relationship Manager (for Direct Purchasers) or send the Fund a written notification.
Medallion Signature Guarantee. For some transaction requests (for example, when you are redeeming shares within 30 days (for Retail shares) or 14 days (for Retirement, Premier and Institutional shares) of changing your address, bank or bank account or adding certain new services to an existing account), the Fund may require a Medallion Signature Guarantee of each owner of record of an account. This requirement is designed to protect you and the Fund from fraud, and to comply with rules on stock transfers. A Medallion Signature Guarantee is a written endorsement from an eligible guarantor institution that the signature(s) on the written request is (are) valid. Certain commercial banks, trust companies, savings associations, credit unions and members of U.S. stock exchanges participate in the Medallion Signature Guarantee program. No other form of signature verification will be accepted. A notary public cannot provide a signature guarantee. For more information about when a Medallion Signature Guarantee may be required, please contact the Fund or your Relationship Manager (for Direct Purchasers).
Transferring Shares. For certain share classes, you can transfer ownership of your account to another person or organization that also qualifies to own the class of shares or change the name on your account by sending the Fund written instructions. Generally, each registered owner of the account must sign the request and provide Medallion Signature Guarantees. When you change the name on an account, shares in that account are transferred to a new account.
Limitations. Federal laws designed to counter terrorism and prevent money laundering might, in certain circumstances, require the Fund to block an account owners ability to make certain transactions and thereby refuse to accept a purchase order or any request for transfers or withdrawals, until instructions are received from the appropriate regulator. The Fund may also be required to provide additional information about you and your account to government regulators.
Advice About Your AccountDirect Purchasers Only. TPIS, a TIAA subsidiary, is the principal underwriter for the Fund, and Services, a TIAA subsidiary, has entered into an agreement with TPIS to sell Fund shares. TPIS representatives are only authorized to recommend securities of investment companies or other pooled investment vehicles managed by TIAA or its affiliates. Neither TPIS nor Services receives commissions for these recommendations.
TIAA-CREF International Opportunities Fund ■ Prospectus 59
Customer Complaints. Customer complaints may be directed to TIAA-CREF Funds, 730 Third Avenue, New York, NY 10017-3206, Mail Stop 730/06/03, Attention: Director, Distribution Operation Services.
Transfer On DeathRetail Class. If you live in certain states and hold Retail Class shares, you can designate one or more persons (beneficiaries) to whom your Fund shares can be transferred upon death. You can set up your account with a Transfer On Death (TOD) registration upon request. (Call us to get the necessary forms.) A TOD registration avoids probate if the beneficiary(ies) survives all shareholders. You maintain total control over your account during your lifetime.
TIAA-CREF Web Center and Telephone Transactions. The Fund is not liable for losses from unauthorized TIAA-CREF Web Center and telephone transactions so long as reasonable procedures designed to verify the identity of the person effecting the transaction are followed. The Fund requires the use of personal identification numbers, codes and other procedures designed to reasonably confirm that instructions given through TIAA-CREFs Web Center or by telephone are genuine. The Fund also tape records telephone instructions and provides written confirmations of such instructions. The Fund accepts all telephone instructions that are reasonably believed to be genuine and accurate. However, you should verify the accuracy of your confirmation statements immediately after you receive them. The Fund may suspend or terminate Internet or telephone transaction facilities at any time, for any reason. If you do not want to be able to effect transactions over the telephone, call the Fund for instructions.
MARKET TIMING/EXCESSIVE TRADING
POLICY
APPLICABLE TO ALL INVESTORS
There are shareholders who may try to profit from making transactions back and forth among the Fund and other funds in an effort to time the market. As money is shifted in and out of the Fund, the Fund may incur transaction costs, including, among other things, expenses for buying and selling securities. These costs are borne by all Fund shareholders, including long-term investors who do not generate these costs. In addition, market timing can interfere with efficient portfolio management and cause dilution, if timers are able to take advantage of pricing inefficiencies. Consequently, the Fund is not appropriate for such market timing and you should not invest in the Fund if you want to engage in market timing activity.
The Board of Trustees has adopted policies and procedures to discourage this market timing activity. Under these policies and procedures, if, within a 60-calendar-day period, a shareholder redeems or exchanges any monies out of the Fund, subsequently purchases or exchanges any monies back into the Fund and then redeems or exchanges any monies out of the Fund, the shareholder will not be permitted to transfer back into the Fund through a purchase or exchange for 90 calendar days. The Fund will charge a Redemption Fee on redemptions of
60 Prospectus ■ TIAA-CREF International Opportunities Fund
shares occurring within 60-calendar days of the initial purchase date of the shares. The Fee is intended to defray the brokerage commissions, market impact and other costs of liquidating a shareholders investment in the Fund and to discourage short-term trading of Fund shares. See the section entitled Redemption or Exchange Fee for additional information on the Redemption Fee.
These market timing policies and procedures will not be applied to certain types of transactions like reinvestments of dividends and capital gains distributions, systematic withdrawals, systematic purchases, automatic rebalancings, death and hardship withdrawals, certain transactions made within a retirement or employee benefit plan, such as contributions, mandatory distributions, loans and plan sponsor-initiated transactions, and other types of transactions specified by the Fund. In addition, the market timing policies and procedures will not apply to certain tuition (529) programs, funds of funds, wrap programs, asset allocation programs and other similar programs that are approved by the Fund. The Fund may also waive the market timing policies and procedures when it is believed that such waiver is in the Funds best interests, including but not limited to when it is determined that enforcement of these policies and procedures is not necessary to protect the Fund from the effects of short-term trading.
The Fund also reserves the right to reject any purchase or exchange request, including when it is believed that a request would be disruptive to the Funds efficient portfolio management. The Fund also may suspend or terminate your ability to transact by telephone, fax or Internet for any reason, including the prevention of market timing. A purchase or exchange request could be rejected or electronic trading privileges could be suspended because of the timing or amount of the investment or because of a history of excessive trading by the investor. Because the Fund has discretion in applying this policy, it is possible that similar transaction activity could be handled differently because of the surrounding circumstances.
The Funds portfolio securities are fair valued, as necessary (most frequently with respect to international holdings), to help ensure that a portfolio securitys true value is reflected in the Funds NAV, thereby minimizing any potential stale price arbitrage.
The Fund seeks to apply its specifically defined market timing policies and procedures uniformly to all shareholders, and not to make exceptions with respect to these policies and procedures (beyond the exemptions noted above). The Fund makes reasonable efforts to apply these policies and procedures to shareholders who own shares through omnibus accounts. However, an intermediarys omnibus accounts, by their nature, do not initially identify their individual investors to the Fund, thereby making it more difficult for the Fund to identify market timing by such individual investors. At times, the Fund may agree to defer to an intermediarys market timing policy if the Fund believes that the intermediarys policy provides comparable protection of Fund
TIAA-CREF International Opportunities Fund ■ Prospectus 61
shareholders interests. The Fund has the right to modify its market timing policies and procedures at any time without advance notice. These efforts may include requesting transaction data from intermediaries from time to time to verify whether the Funds policies are being followed and/or to instruct intermediaries to take action against shareholders who have violated the Funds market timing policies.
The Fund is not appropriate for market timing. You should not invest in the Fund if you want to engage in market timing activity.
Shareholders seeking to engage in market timing may deploy a variety of strategies to avoid detection, and, despite efforts to discourage market timing, there is no guarantee that the Fund or its agents will be able to identify such shareholders or curtail their trading practices.
If you invest in the Fund through an intermediary, including through a retirement or employee benefit plan, you may be subject to additional market timing or excessive trading policies implemented by the intermediary or plan. Please contact your intermediary or plan sponsor for more details.
The Fund charges a Redemption Fee of 2.00% of the amount redeemed on redemptions or exchanges out of Fund shares occurring within 60 calendar days of the initial purchase date for the shares.
The Redemption Fee applies to all investors in the Fund, regardless of whether they purchase shares of the Fund through an omnibus account maintained by an intermediary (such as a broker-dealer or retirement plan administrator) or directly. The Redemption Fee is not a deferred sales charge, commission or fee to finance sales of Fund shares; rather, the Fee is paid to the Fund to defray the brokerage commissions, market impact and other costs of liquidating a shareholders investment in the Fund and to discourage short-term trading of Fund shares.
In determining whether the Redemption Fee is applicable to a particular redemption, the Fund will use the first-in, first-out (FIFO) method to determine the 60-day holding period, such that shares with the longest holding period will be treated as being redeemed first, and shares with the shortest holding period will be treated as being redeemed last. Under this method, the date of redemption or exchange will be compared to the earliest purchase date of shares held in the Fund by a shareholder. If this holding period is 60 calendar days or less, then the Redemption Fee will be charged, except as provided below.
The Fund will not apply the Redemption Fee to reinvestments of dividends and capital gains distributions, systematic withdrawals, systematic purchases, automatic rebalancings, death and hardship withdrawals, certain transactions made within a retirement or employee benefit plan, such as contributions, mandatory distributions, loans and plan sponsor-initiated transactions and other types of transactions specified by the Fund. In addition, the Redemption Fee will not apply to certain tuition (529) programs, funds of funds, wrap
62 Prospectus ■ TIAA-CREF International Opportunities Fund
programs, asset allocation programs and other similar programs that are approved by the Fund.
The Redemption Fee may be waived under certain circumstances involving involuntary redemption imposed by an insurance company or a plan sponsor. Contact your insurance company or plan sponsor or refer to your plan documents for more information on whether the Redemption Fee is applied to your shares. In addition to the circumstances noted above, management for the Fund reserves the right to waive the Redemption Fee at its discretion where it is believed such waiver is in the Funds best interests, including but not limited to when it is determined that imposition of the Redemption Fee is not necessary to protect the Fund from the effects of short-term trading. In addition, the Fund reserves the right to modify or eliminate the Redemption Fee or waivers thereof at any time. If there is a material change to the Redemption Fee, the Fund will notify you prior to the effective date of the change.
If shares of the Fund are held and subsequently redeemed through an omnibus account maintained by an intermediary, then the intermediary that places the trade with the Fund will be responsible for determining the amount of the Redemption Fee for each respective redemption of Fund shares and for the collection of the Fee, if any. However, there can be no assurance that all intermediaries will apply the Redemption Fee, or will apply the Fee in an accurate or uniform manner, and at times the manner in which the intermediary tracks and/or calculates the Redemption Fee may differ from the Funds method of doing so.
If you received this Prospectus electronically and would like a paper copy, please contact the Fund and one will be sent to you.
Code: The Internal Revenue Code of 1986, as amended, including any applicable regulations and Revenue Rulings.
Equity Investments: Primarily, common stock, preferred stock and securities convertible or exchangeable into common stock, including convertible debt securities, convertible preferred stock and warrants or rights to acquire common stock.
Fixed-Income or Fixed-Income Investments: Primarily, bonds and notes (such as corporate and government debt obligations), mortgage-backed securities, asset-backed securities, and structured securities that generally pay fixed or variable rates of interest; debt obligations issued at a discount from face value (i.e., that have an imputed rate of interest); non-interest-bearing debt securities (i.e., zero coupon bonds); and other non-equity securities that pay dividends.
TIAA-CREF International Opportunities Fund ■ Prospectus 63
Foreign Investments: Foreign investments may include securities of foreign issuers, securities or contracts traded or acquired in non-U.S. markets or on non-U.S. exchanges, or securities or contracts payable or denominated in non-U.S. currencies. Obligations issued by U.S. companies in non-U.S. currencies are not considered to be foreign investments.
Foreign Issuers:
Foreign issuers generally include (1) companies
whose securities are principally traded outside of the United States, (2) companies having their principal
business operations outside of the United States,
(3) companies organized outside the United States,
and (4) foreign governments and agencies or instrumentalities of foreign governments.
U.S. Government Securities: Securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities.
Because the Fund is new, no financial highlights information is currently available.
64 Prospectus ■ TIAA-CREF International Opportunities Fund
FOR MORE INFORMATION ABOUT TIAA-CREF FUNDS
Statement of Additional Information (SAI). The Funds SAI contains more information about certain aspects of the Fund. A current SAI has been filed with the SEC and is incorporated into this Prospectus by reference. This means that the Funds SAI is legally a part of the Prospectus.
Annual and Semiannual Reports. The Funds annual and semiannual reports provide additional information about the Funds investments. In the Funds annual report (once available), you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during the preceding fiscal year.
Requesting documents. You can request a copy of the Funds SAI or these reports (once available) without charge, or contact the Fund for any other purpose, in any of the following ways:
By telephone:
Call 877 518-9161
In writing:
TIAA-CREF
Funds
P.O. Box 1259
Charlotte, NC 28201
Over the Internet:
www.tiaa-cref.org
Information about the Trust (including the Funds SAI) can be reviewed and copied at the SECs public reference room (202 551-8090) in Washington, DC. The reports and other information are also available through the EDGAR Database on the SECs Internet website at www.sec.gov. Copies of the information can also be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SECs Public Reference Section, Washington, DC 20549.
To lower costs and eliminate duplicate documents sent to your home, the Fund may mail only one copy of the Funds Prospectus, prospectus supplements, annual and semiannual reports, or any other required documents, to your household, even if more than one shareholder lives there. If you would prefer to continue receiving your own copy of any of these documents, you may call the Fund toll-free or write to the Fund as follows:
By telephone:
Call 877 518-9161
In writing:
TIAA-CREF Funds
P.O. Box 1259
Charlotte, NC 28201
Important Information about procedures for opening a new account
To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions, including the Fund, to obtain, verify and record information that identifies each person who opens an account.
What this means for you: When you open an account, the Fund will ask for your name, address, date of birth, social security number and other information that will allow the Fund to identify you, such as your home telephone number. Until you provide the Fund with the information it needs, the Fund may not be able to open an account or effect any transactions for you.
1940 Act File No. 811-9301 A13796
PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION (SAI) SUBJECT TO COMPLETION ON OR AFTER MARCH 28, 2013. THE INFORMATION IN THIS SAI IS NOT COMPLETE AND MAY BE CHANGED. SHARES OF THE FUND MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS SAI IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED .
STATEMENT OF ADDITIONAL INFORMATION
TIAA-CREF FUNDS
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Retail |
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Retirement |
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Premier |
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Institutional |
Equity Funds |
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Emerging Markets Equity Fund |
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TEMRX |
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TEMSX |
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TEMPX |
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TEMLX |
Emerging Markets Equity Index Fund |
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TEQKX |
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TEQSX |
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TEQPX |
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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 |
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TINRX |
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TIQRX |
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TCEPX |
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TIEIX |
Global Natural Resources Fund |
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TNRLX |
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TNRRX |
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TNRPX |
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TNRIX |
Growth & Income Fund |
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TIIRX |
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TRGIX |
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TRPGX |
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TIGRX |
International Equity Fund |
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TIERX |
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TRERX |
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TREPX |
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TIIEX |
International Equity Index Fund |
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TRIEX |
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TRIPX |
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TCIEX |
International Opportunities Fund |
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Large-Cap Growth Fund |
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TIRTX |
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TILRX |
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TILPX |
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TILGX |
Large-Cap Growth Index Fund |
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TRIRX |
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TILIX |
Large-Cap Value Fund |
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TCLCX |
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TRLCX |
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TRCPX |
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TRLIX |
Large-Cap Value Index Fund |
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TRCVX |
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TILVX |
Mid-Cap Growth Fund |
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TCMGX |
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TRGMX |
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TRGPX |
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TRPWX |
Mid-Cap Value Fund |
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TCMVX |
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TRVRX |
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TRVPX |
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TIMVX |
Small-Cap Blend Index Fund |
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TRBIX |
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TISBX |
Small-Cap Equity Fund |
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TCSEX |
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TRSEX |
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TSRPX |
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TISEX |
Social Choice Equity Fund |
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TICRX |
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TRSCX |
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TRPSX |
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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 |
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TIORX |
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TIDRX |
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TIDPX |
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TIBDX |
Bond Index Fund |
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TBILX |
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TBIRX |
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TBIPX |
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TBIIX |
Bond Plus Fund |
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TCBPX |
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TCBRX |
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TBPPX |
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TIBFX |
High-Yield Fund |
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TIYRX |
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TIHRX |
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TIHPX |
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TIHYX |
Inflation-Linked Bond Fund |
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TCILX |
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TIKRX |
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TIKPX |
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TIILX |
Money Market Fund |
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TIRXX |
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TIEXX |
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TPPXX |
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TCIXX |
Short-Term Bond Fund |
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TCTRX |
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TISRX |
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TSTPX |
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TISIX |
Social Choice Bond Fund |
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TSBRX |
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TSBBX |
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TSBPX |
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TSBIX |
Tax-Exempt Bond Fund |
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TIXRX |
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TITIX |
Real Estate Securities Fund |
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Real Estate Securities Fund |
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TCREX |
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TRRSX |
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TRRPX |
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TIREX |
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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 [______], 2013; (ii) TIAA-CREF Funds prospectuses, dated March 1, 2013, as subsequently supplemented (with respect to all other 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. |
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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. |
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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 all other Fixed-Income Funds and the 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. |
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B-2 |
Statement of Additional Information § TIAA-CREF Funds |
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
The
following discussion of investment policies and restrictions supplements the
Prospectus descriptions of the investment objective and principal investment
strategies of the thirty Funds of the Trust described in this SAI.
Under the
Investment Company Act of 1940, as amended (the 1940 Act), any fundamental
policy of a registered investment company may not be changed without the vote
of a majority of the outstanding voting securities (as defined in the 1940 Act)
of that series. However, except for the Tax-Exempt Bond Fund, the investment
objective of each Fund as described in the Prospectus, and its non-fundamental
investment restrictions as described in Investment Policies below, may be
changed by the Board of Trustees of the Trust (the Board of Trustees or the
Board) at any time without shareholder approval. The Trust is an open-end
management investment company.
Each Fund, other
than the Global Natural Resources Fund, is classified as diversified within
the meaning of the 1940 Act, as set forth in Restriction #8 below. Investment
in a non-diversified fund, such as the Global Natural Resources Fund, may
involve greater risk than investment in a diversified fund because losses
resulting from an investment in a single issuer may represent a larger portion
of the total assets of a non-diversified fund. In addition, each Fund intends
to meet the diversification requirements of Subchapter M of Chapter 1 of the
Internal Revenue Code of 1986, as amended (the Code).
Unless otherwise
noted, each of the following investment policies and risk considerations apply
to each Fund.
FUNDAMENTAL POLICIES
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Except as noted, the following restrictions are fundamental policies of each Fund: |
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The Fund will not issue senior securities except as permitted by law. |
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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The Fund will not underwrite the securities of other companies, except to the extent that it may be deemed an |
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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. |
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. |
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: |
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: |
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 of investing more than 25% of its total assets in securities of issuers in the real estate sector. The |
|
|
B-2 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
|
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.
|
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-3 |
|
|
B-4 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-5 |
|
|
B-6 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-7 |
|
|
B-8 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-9 |
|
|
B-10 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-11 |
|
|
B-12 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-13 |
|
|
B-14 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-15 |
|
|
B-16 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-17 |
|
|
B-18 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-19 |
|
|
B-20 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-21 |
|
|
B-22 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
|
|
|
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.
|
|
|
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.
|
|
|
Fund portfolio holdings
can be made available to rating and ranking organizations (
e.g.
, Morningstar) subject to a written
confidentiality agreement between the recipient and Advisors that includes
provisions restricting trading on the information provided.
|
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-23 |
|
|
|
|
|
|
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:
|
|
|
|
|
approved by an individual
holding the title of Funds Treasurer, Chief Investment Officer, Executive
Vice President or above;
|
|
|
|
approved by an individual
holding the title of Managing Director and Associate General Counsel or
above; and
|
|
|
|
subject to a written
confidentiality agreement between the recipient and Advisors under which the
third party agrees not to trade on the information provided.
|
|
|
|
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.
|
|
|
B-24 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-25 |
DISINTERESTED TRUSTEES
|
|
|
|
|
|
|
|
|
|
|
Name, Address and
|
|
Position(s)
|
|
Term of Office
|
|
Principal Occupation(s)
|
|
Number of
|
|
Other Directorships
|
Forrest Berkley
|
|
Trustee |
|
Indefinite term.
|
|
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.
|
|
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.
|
|
Chief Operating Officer, Copper Rock Capital Partners, LLC
(since 2007). Former Chief Operating Officer, DDJ Capital Management
(20032006).
|
|
78 |
|
Director, Copper Rock Capital Partners, LLC (investment adviser). |
|
|
B-26 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
operations management, alternative investments and experience with non-profit organizations. |
|
|
|
|
Howell E. Jackson
|
|
Trustee |
|
Indefinite term.
|
|
James S. Reid, Jr. Professor of Law (since 2004), Former
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.
|
|
President and Founder (since 2006) of NLJ Advisors, Inc.
(investment adviser). Former President and Managing Principal, Windermere
Investment Associates (19972006).
|
|
78 |
|
None |
Thomas J. Kenny
|
|
Trustee |
|
Indefinite term.
|
|
Partner (20042010) and Managing Director (20022010),
Goldman Sachs Asset Management.
|
|
78 |
|
Advisory Director, Goldman Sachs Asset Management; Investment committee member, College of Mount Saint Vincent; 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. |
DISINTERESTED TRUSTEES (continued)
|
|
|
|
|
|
|
|
|
|
|
Name, Address and
|
|
Position(s)
|
|
Term of Office
|
|
Principal Occupation(s)
|
|
Number of
|
|
Other Directorships
|
Bridget A. Macaskill
|
|
Trustee |
|
Indefinite term.
|
|
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.
|
|
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 |
|
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). |
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19902008).
|
|
|
|
|
Maceo K. Sloan
|
|
Trustee
|
|
Indefinite term.
|
|
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); and Chairman, President and Principal Executive
Officer, NCM Capital Investment Trust (since 2007).
|
|
78 |
|
Director, SCANA Corporation (energy holding company) and NCM Capital Investment Trust; Member, Duke Childrens Hospital and Health Center National Board of Advisors. Former Director, M&F Bancorp, Inc. |
Laura T. Starks
|
|
Trustee |
|
Indefinite term.
|
|
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 Governing Council, Independent Directors Council (an association for mutual fund directors), and Investment Advisory Committee, Employees Retirement System of Texas. Former Director/ Trustee, USAA Mutual Funds. |
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
|
|
One-year term.
|
|
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
|
|
One-year term. Vice
|
|
Chief Compliance Officer of the TIAA-CREF Fund Complex and TIAA Separate Account VA-3 (since 2008). Vice President, Senior Compliance Officer (20082011) 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-CRE Alternatives Services, LLC (TCAS) (since 2011).Former Managing Director/Director of Global Compliance, AIG Investments (20002008). |
Roger W. Ferguson, Jr.
|
|
Principal Executive
|
|
One-year term.
|
|
Principal Executive Officer and President of the TIAA-CREF 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). Vice Chairman and Member of the Board of Governors of the United States Federal Reserve System. |
Phillip G. Goff
|
|
Principal Financial
|
|
One-year term.
|
|
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 |
|
|
B-28 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
|
|
|
|
|
DOB: 11/22/63 |
|
|
|
and Treasurer
|
|
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 (20052006). |
Stephen Gruppo
|
|
Executive Vice
|
|
One-year term.
|
|
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) of Advisors and Investment Management. 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 TIAA (since 2011). 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
|
|
One-year term.
|
|
Executive Vice President and Chief Operating Officer (since 2012) of TIAA, and Executive Vice President of the TIAA-CREF Funds Complex (since 2012). Former President and Chief Executive Officer of General Electric Capital Real Estate (20072011). |
Phillip T. Rollock
|
|
Senior Vice
|
|
One-year term.
|
|
Senior Vice President and Corporate Secretary of TIAA and the TIAA-CREF Fund Complex (since 2012). Former Managing Director, Retirement and Individual Financial Services (2012-2012) and Vice President, Product Development and Management, Institutional Client Services (2006-2010) of TIAA. |
Otha T. Spriggs, III
|
|
Executive Vice
|
|
One-year term.
|
|
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 (2010-2012); President of Integrated People Solutions (2009-2010); Senior Vice President, Human Resources and various human resources leadership roles, CIGNA Corp. (2001-2009). |
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-29 |
OFFICERS (continued)
|
|
|
|
|
|
|
Name, Address and
|
|
Position(s)
|
|
Term of Office
|
|
Principal Occupation(s) During Past 5 Years |
Edward D. Van Dolsen
|
|
Executive Vice
|
|
One-year term.
|
|
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
|
|
One-year term.
|
|
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). |
EQUITY OWNERSHIP OF THE TRUSTEES
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
|
Forrest Berkley |
|
|
|
|
|
|
|
|
|
Nancy A. Eckl |
|
|
|
|
|
|
|
|
|
Michael A. Forrester |
|
|
|
|
|
|
|
|
|
Howell E. Jackson |
|
|
|
|
|
|
|
|
|
Nancy L. Jacob |
|
|
|
|
|
|
|
|
|
Thomas J. Kenny |
|
|
|
|
|
|
|
|
|
|
|
B-30 |
Statement of Additional Information § TIAA-CREF Funds |
DISINTERESTED TRUSTEES (continued)
|
|
|
|
|
Name of Trustee |
|
Dollar Range of Equity Securities in the Funds |
|
Aggregate Dollar Range of Equity
Securities in All
|
Bridget Macaskill |
|
|
|
|
|
|
|
|
|
James M. Poterba |
|
|
|
|
|
|
|
|
|
Maceo K. Sloan |
|
|
|
|
|
|
|
|
|
Laura T. Starks |
|
|
|
|
* 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
The following tables show the compensation from the Trust and the TIAA-CREF Fund Complex received by each Trustee: for the Equity Funds (other than International Opportunities Fund) for the fiscal year ended October 31, 2012; and for the Fixed-Income and Real Estate Securities Funds (other than the Social Choice Bond Fund) for the fiscal year ended March 31, 2012. The Trusts officers received no compensation from the Trust for either of the fiscal years. For purposes of this chart, the TIAA-CREF Fund Complex consists of the Funds and all of the other then-existing series of the Trust, CREF, TCLF and VA-1, each a registered investment company.
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended 10/31/12 |
|
|
||||||||
Name of Trustee |
|
Aggregate Compensation
|
Pension or Retirement Benefits
|
Total Compensation
|
||||||
Forrest Berkley *** |
|
$ |
|
|
$ |
|
|
$ |
|
|
Nancy A. Eckl |
|
$ |
|
|
$ |
|
|
$ |
|
|
Michael A. Forrester |
|
$ |
|
|
$ |
|
|
$ |
|
|
Howell E. Jackson |
|
$ |
|
|
$ |
|
|
$ |
|
|
Nancy L. Jacob |
|
$ |
|
|
$ |
|
|
$ |
|
|
Bridget Macaskill |
|
$ |
|
|
$ |
|
|
$ |
|
|
James M. Poterba *** |
|
$ |
|
|
$ |
|
|
$ |
|
|
Maceo K. Sloan *** |
|
$ |
|
|
$ |
|
|
$ |
|
|
Laura T. Starks |
|
$ |
|
|
$ |
|
|
$ |
|
|
Total: |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
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 and Sloan, Prof. Poterba, Dr. Jacob and Dr. 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 $________, Prof. Poterba elected to defer $__________, Mr. Sloan elected to defer $__________, Dr. Jacob elected to defer $__________, and Dr. Starks elected to defer $__________ of total compensation from the TIAA-CREF Fund Complex. |
|
|
|
|
|
|
|
|
|
|
|
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. |
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-31 |
|
|
** |
Amounts deferred under the long-term compensation plan described below. Messrs. Berkley and Sloan and 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. |
BOARD COMMITTEES
|
|
(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 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 _____ 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 year ended March 31, 2012, the Investment Committee held five meetings. During the fiscal year ended October 31, 2012, the Investment Committee held _____ 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 ______ 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 |
|
|
B-32 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
|
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 _____ 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 _____ meetings. The current members of the Operations Committee are Ms. Macaskill (chair), Mr. Forrester, Prof. Jackson, Dr. Jacob, Mr. Kenny, and Dr. Starks. |
Investors can recommend, and the Nominating and Governance Committee will consider, nominees for election as Trustees by providing potential nominee names and background information to the Secretary of the TIAA-CREF Funds. The Secretarys address is: Office of the Corporate Secretary, 730 Third Avenue, New York, NY 10017-3206 or trustees@tiaa-cref.org. |
The Trust has adopted policies and procedures to govern the Funds voting of proxies of portfolio companies. The Trust seeks to use proxy voting as a tool to promote positive returns for long-term shareholders. The Trust believes that sound corporate governance practices and responsible corporate behavior create the framework from which public companies can be managed in the long-term interests of shareholders.
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-33 |
As of January 31, 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:
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 [January 31, 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 shareholder.
INVESTMENT ADVISORY SERVICES
Investment
advisory and related services for the Funds are provided by personnel of
Advisors, which is registered with the SEC under the Investment Advisers Act of
1940. Advisors manages the investment and reinvestment of the assets of the
Funds, subject to the oversight of the Board of Trustees. Advisors performs all
research, makes recommendations and places orders for the purchase and sale of
securities. Advisors also provides or oversees the provision of portfolio
accounting, custodial, compliance, administrative and related services for the
assets of the Funds.
TIAA, an insurance
company, holds all of the shares of TIAA-CREF Asset Management, Inc. (TCAM).
TCAM, in turn, holds all of the shares of Advisors, Teachers Personal Investors
Services, Inc. (TPIS), the principal underwriter for the Trust, and TIAA-CREF
Investment Management, LLC (Investment Management). TIAA also holds all the
shares of TIAA-CREF Individual & Institutional Services, LLC (Services).
Investment Management provides investment advisory services to, and Services
acts as the principal underwriter for, CREF, a companion organization to TIAA.
All of the foregoing are affiliates of the Trust and Advisors.
Advisors manages
each Fund according to the Investment Management Agreement. Under the
Agreement, fees are calculated daily and paid monthly to Advisors. They are
calculated as a percentage of the average value of the net assets
each day for
each Fund, and are accrued daily proportionately at 1/365th (1/366th in a leap
year) of the rates set forth in the Prospectuses.
The Funds also pay
Advisors for certain administrative and compliance services that Advisors
provides to the Funds on an at-cost basis. Advisors provides these
administrative and compliance services pursuant to a separate Administrative
Services Agreement, which was approved by the Board in December 2011. Prior to
January 2, 2012, such services were provided pursuant to the Investment
Management Agreement.
Furthermore,
Advisors has contractually agreed to reimburse the Funds for total expenses of
the Funds that exceed certain amounts, as stated in the Prospectuses, through
March 29, 2014 for the International Opportunities Fund, February 28, 2014 for all
other Equity Funds and September 30, 2013 for the Fixed-Income Funds and Real
Estate Securities Fund (other than the Social Choice Bond Fund). Advisors has
contractually agreed to reimburse the Social Choice Bond Fund for total
expenses of the Social Choice Bond Fund that exceed certain amounts, as stated
in the prospectus, through October 31, 2013.
For the (i) fiscal
years ended October 31, 2012 and October 31, 2011 and (ii) the prior fiscal
year ended September 30, 2010 for the Equity Funds (except for the
International Opportunities Fund, which is newly operational), the tables below
reflect (i) the total dollar amount of investment management fees for each
Fund, (ii) the amount of any waiver of the portion of the investment management
fee attributable to each Fund, and (iii) the net investment management fees for
each Fund after such waivers.
|
|
B-34 |
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
|
|
|||||||||
Growth & Income Fund |
|
$ |
|
|
$ |
9,266,684 |
|
$ |
663,146 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
9,266,684 |
|
$ |
663,146 |
|
International Equity Fund |
|
$ |
|
|
$ |
12,633,024 |
|
$ |
996,974 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
12,633,024 |
|
$ |
996,974 |
|
Emerging Markets Equity Fund |
|
$ |
|
|
$ |
2,506,846 |
|
$ |
182,844 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
2,506,846 |
|
$ |
182,844 |
|
Large-Cap Growth Fund |
|
$ |
|
|
$ |
5,212,716 |
|
$ |
349,767 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
5,212,716 |
|
$ |
349,767 |
|
Large-Cap Value Fund |
|
$ |
|
|
$ |
8,976,359 |
|
$ |
617,882 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
8,976,359 |
|
$ |
617,882 |
|
Mid-Cap Growth Fund |
|
$ |
|
|
$ |
5,670,282 |
|
$ |
385,163 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
5,670,282 |
|
$ |
385,163 |
|
Mid-Cap Value Fund |
|
$ |
|
|
$ |
11,207,152 |
|
$ |
803,192 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
11,207,152 |
|
$ |
803,192 |
|
Small-Cap Equity Fund |
|
$ |
|
|
$ |
5,849,275 |
|
$ |
395,209 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
5,455,182 |
|
$ |
395,209 |
|
Large-Cap Growth Index Fund |
|
$ |
|
|
$ |
287,377 |
|
$ |
20,911 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
287,377 |
|
$ |
20,911 |
|
Large-Cap Value Index Fund |
|
$ |
|
|
$ |
315,011 |
|
$ |
22,288 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
315,011 |
|
$ |
22,288 |
|
Equity Index Fund |
|
$ |
|
|
$ |
900,124 |
|
$ |
69,348 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
900,124 |
|
$ |
69.348 |
|
S&P 500 Index Fund |
|
$ |
|
|
$ |
471,376 |
|
$ |
37,571 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
471,376 |
|
$ |
37,571 |
|
Small-Cap Blend Index Fund |
|
$ |
|
|
$ |
337,906 |
|
$ |
24,616 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
337,906 |
|
$ |
24,616 |
|
International Equity Index Fund |
|
$ |
|
|
$ |
957,199 |
|
$ |
66,531 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
957,199 |
|
$ |
66,531 |
|
Emerging Markets Equity Index Fund |
|
$ |
|
|
$ |
206,927 |
|
$ |
25,620 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
206,927 |
|
$ |
25,620 |
|
Enhanced International Equity Index Fund |
|
$ |
|
|
$ |
2,418,927 |
|
$ |
204,572 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
2,405,137 |
|
$ |
204,572 |
|
Enhanced Large-Cap Growth Index Fund |
|
$ |
|
|
$ |
2,816,694 |
|
$ |
227,024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
2,736,512 |
|
$ |
227,024 |
|
Enhanced Large-Cap Value Index Fund |
|
$ |
|
|
$ |
2,722,318 |
|
$ |
222,593 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
2,649,707 |
|
$ |
222,593 |
|
Global Natural Resources Fund |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Social Choice Equity Fund |
|
$ |
|
|
$ |
1,594,168 |
|
$ |
116,878 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
1,594,168 |
|
$ |
116,878 |
|
For the (i) fiscal year ended March 31, 2012 and the six-month fiscal period ended March 31, 2011 and (ii) the prior fiscal years ended September 30, 2010 and September 30, 2009 for the Fixed-Income and Real Estate Securities Funds (except for the Social Choice Bond Fund, which was not then operational), the tables below reflect (i) the total dollar amount of investment management fees for each Fund, (ii) the amount of any waiver of the portion of the investment management fee attributable to each Fund, and (iii) the net investment management fees for each Fund after such waivers.
Fixed-Income and Real Estate Securities Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
Waived |
|
Net |
|
||||||||||||
|
|
|
|
||||||||||||||||
|
|
Fiscal year
|
|
Fiscal period
|
|
Fiscal year
|
|
Fiscal period
|
|
Fiscal year
|
|
Fiscal period
|
|
||||||
Real Estate Securities Fund |
|
$ |
4,420,487 |
|
$ |
1,877,971 |
|
$ |
|
|
$ |
|
|
$ |
4,420,487 |
|
$ |
1,877,971 |
|
Bond Fund |
|
$ |
6,080,572 |
|
$ |
3,134,521 |
|
$ |
|
|
$ |
|
|
$ |
6,080,572 |
|
$ |
3,134,521 |
|
Bond Plus Fund |
|
$ |
2,927,836 |
|
$ |
1,073,519 |
|
$ |
|
|
$ |
|
|
$ |
2,927,836 |
|
$ |
1,073,519 |
|
Short-Term Bond Fund |
|
$ |
1,719,062 |
|
$ |
644,432 |
|
$ |
|
|
$ |
|
|
$ |
1,719,062 |
|
$ |
644,432 |
|
High-Yield Fund |
|
$ |
3,640,730 |
|
$ |
1,428,714 |
|
$ |
|
|
$ |
|
|
$ |
3,640,730 |
|
$ |
1,428,714 |
|
Tax-Exempt Bond Fund |
|
$ |
961,727 |
|
$ |
465,438 |
|
$ |
|
|
$ |
|
|
$ |
961,727 |
|
$ |
465,438 |
|
Inflation-Linked Bond Fund |
|
$ |
3,366,927 |
|
$ |
1,336,294 |
|
$ |
|
|
$ |
|
|
$ |
3,366,927 |
|
$ |
1,336,294 |
|
Bond Index Fund |
|
$ |
1,990,129 |
|
$ |
575,506 |
|
$ |
|
|
$ |
|
|
$ |
1,990,129 |
|
$ |
575,506 |
|
Money Market Fund |
|
$ |
1,057,679 |
|
$ |
557,763 |
|
$ |
|
|
$ |
|
|
$ |
1,057,679 |
|
$ |
557,763 |
|
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-Income and Real Estate Securities Funds |
|||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||
|
|
Gross |
|
Waived |
|
Net |
|
||||||||||||
|
|
|
|
||||||||||||||||
|
|
Fiscal year
|
|
Fiscal year
|
|
Fiscal year
|
|
Fiscal year
|
|
Fiscal year
|
|
Fiscal year
|
|
||||||
Real Estate Securities Fund |
|
$ |
2,811,622 |
|
$ |
1,622,679 |
|
$ |
|
|
$ |
|
|
$ |
2,811,622 |
|
$ |
1,622,679 |
|
Bond Fund |
|
$ |
7,777,399 |
|
$ |
5,713,898 |
|
$ |
|
|
$ |
|
|
$ |
7,777,399 |
|
$ |
5,713,898 |
|
Bond Plus Fund |
|
$ |
1,645,632 |
|
$ |
1,426,006 |
|
$ |
|
|
$ |
|
|
$ |
1,645,632 |
|
$ |
1,426,006 |
|
Short-Term Bond Fund |
|
$ |
880,465 |
|
$ |
626,610 |
|
$ |
|
|
$ |
|
|
$ |
880,465 |
|
$ |
626,610 |
|
High-Yield Fund |
|
$ |
2,086,448 |
|
$ |
1,264,102 |
|
$ |
|
|
$ |
|
|
$ |
2,086,448 |
|
$ |
1,264,102 |
|
Tax-Exempt Bond Fund |
|
$ |
863,685 |
|
$ |
739,845 |
|
$ |
|
|
$ |
|
|
$ |
863,685 |
|
$ |
739,845 |
|
Inflation-Linked Bond Fund |
|
$ |
2,581,668 |
|
$ |
1,964,171 |
|
$ |
|
|
$ |
|
|
$ |
2,581,668 |
|
$ |
1,964,171 |
|
Bond Index Fund |
|
$ |
155,271 |
|
$ |
4,348 |
|
$ |
|
|
$ |
|
|
$ |
155,271 |
|
$ |
4,348 |
|
Money Market Fund |
|
$ |
1,251,950 |
|
$ |
1,465,772 |
|
$ |
|
|
$ |
|
|
$ |
1,251,950 |
|
$ |
1,465,772 |
|
Under the Administrative Services Agreement (effective January 2, 2012), and prior to such agreement, under the Investment Management Agreement, the Equity Funds paid to Advisors the allocated cost of certain administrative and compliance services, respectively, that were provided by Advisors. The table below reflects the amounts paid to Advisors by the Equity Funds (except for the International Opportunities Fund, which is newly operational) for these administrative and compliance services for (i) the fiscal years ended September 30, 2010, (ii) the one-month fiscal period ended October 31, 2010, and (iii) the fiscal years ended October 31, 2011 and 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Funds |
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||
|
|
Fund Administration Fees |
|
Compliance Fees |
|
||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||
Fund Name |
|
9/30/10 |
|
10/30/10 |
|
10/31/11 |
|
10/31/12 |
|
9/30/10 |
|
10/30/10 |
|
10/31/11 |
|
10/31/12 |
|
||||||||
Growth & Income Fund |
|
$ |
131,848 |
|
$ |
10,836 |
|
$ |
149,648 |
|
$ |
|
|
$ |
53,045 |
|
$ |
3,022 |
|
$ |
50,494 |
|
$ |
|
|
International Equity Fund |
|
$ |
175,789 |
|
$ |
14,939 |
|
$ |
188,332 |
|
$ |
|
|
$ |
71,822 |
|
$ |
4,164 |
|
$ |
63,243 |
|
$ |
|
|
Emerging Markets Equity Fund |
|
$ |
|
|
$ |
1,400 |
|
$ |
20,638 |
|
$ |
|
|
$ |
|
|
$ |
421 |
|
$ |
7,003 |
|
$ |
|
|
Large-Cap Growth Fund |
|
$ |
66,290 |
|
$ |
5,767 |
|
$ |
82,503 |
|
$ |
|
|
$ |
26,771 |
|
$ |
1,652 |
|
$ |
27,658 |
|
$ |
|
|
Large-Cap Value Fund |
|
$ |
110,714 |
|
$ |
10,722 |
|
$ |
144,970 |
|
$ |
|
|
$ |
44,027 |
|
$ |
3,073 |
|
$ |
48,718 |
|
$ |
|
|
Mid-Cap Growth Fund |
|
$ |
68,301 |
|
$ |
5,677 |
|
$ |
89,733 |
|
$ |
|
|
$ |
27,547 |
|
$ |
1,578 |
|
$ |
30,154 |
|
$ |
|
|
Mid-Cap Value Fund |
|
$ |
143,693 |
|
$ |
13,563 |
|
$ |
183,181 |
|
$ |
|
|
$ |
57,269 |
|
$ |
3,945 |
|
$ |
61,553 |
|
$ |
|
|
Small-Cap Equity Fund |
|
$ |
66,158 |
|
$ |
5,851 |
|
$ |
92,189 |
|
$ |
|
|
$ |
26,414 |
|
$ |
1,619 |
|
$ |
30,981 |
|
$ |
|
|
Large-Cap Growth Index Fund |
|
$ |
42,920 |
|
$ |
3,310 |
|
$ |
51,202 |
|
$ |
|
|
$ |
17,459 |
|
$ |
827 |
|
$ |
17,223 |
|
$ |
|
|
Large-Cap Value Index Fund |
|
$ |
47,679 |
|
$ |
3,779 |
|
$ |
56,092 |
|
$ |
|
|
$ |
19,218 |
|
$ |
1,100 |
|
$ |
18,751 |
|
$ |
|
|
Equity Index Fund |
|
$ |
142,707 |
|
$ |
12,140 |
|
$ |
160,334 |
|
$ |
|
|
$ |
58,594 |
|
$ |
3,326 |
|
$ |
54,268 |
|
$ |
|
|
S&P 500 Index Fund |
|
$ |
99,101 |
|
$ |
6,834 |
|
$ |
82,938 |
|
$ |
|
|
$ |
40,336 |
|
$ |
1,756 |
|
$ |
27,808 |
|
$ |
|
|
Small-Cap Blend Index Fund |
|
$ |
56,706 |
|
$ |
3,882 |
|
$ |
61,092 |
|
$ |
|
|
$ |
23,766 |
|
$ |
1,054 |
|
$ |
20,501 |
|
$ |
|
|
International Equity Index Fund |
|
$ |
123,882 |
|
$ |
12,726 |
|
$ |
171,818 |
|
$ |
|
|
$ |
49,918 |
|
$ |
3,758 |
|
$ |
57,748 |
|
$ |
|
|
Emerging Markets Equity Index Fund |
|
$ |
|
|
$ |
1,359 |
|
$ |
10,422 |
|
$ |
|
|
$ |
|
|
$ |
420 |
|
$ |
3,522 |
|
$ |
|
|
Enhanced International Equity Index |
|
$ |
36,723 |
|
$ |
3,694 |
|
$ |
38,230 |
|
$ |
|
|
$ |
14,890 |
|
$ |
1,066 |
|
$ |
12,851 |
|
$ |
|
|
Enhanced Large-Cap Growth Index |
|
$ |
51,375 |
|
$ |
5,063 |
|
$ |
57,154 |
|
$ |
|
|
$ |
20,482 |
|
$ |
1,548 |
|
$ |
19,204 |
|
$ |
|
|
Enhanced Large-Cap Value Index |
|
$ |
50,913 |
|
$ |
5,123 |
|
$ |
55,198 |
|
$ |
|
|
$ |
20,281 |
|
$ |
1,566 |
|
$ |
18,629 |
|
$ |
|
|
Social Choice Equity Fund |
|
$ |
66,262 |
|
$ |
5,663 |
|
$ |
75,797 |
|
$ |
|
|
$ |
26,717 |
|
$ |
1,557 |
|
$ |
25,525 |
|
$ |
|
|
Global Natural Resources Fund |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Under the Administrative Services Agreement (effective January 2, 2012), and prior to such agreement, under the Investment Management Agreement, the Fixed-Income and Real Estate Securities Funds (other than the Social Choice Bond Fund) paid to Advisors the allocated cost of certain administrative and compliance services, respectively, that were provided by Advisors. The table below reflects the amounts paid to Advisors by the Fixed-Income and Real Estate Securities Funds (except for the Social Choice Bond Fund, which is newly operational) for these administrative and compliance services for (i) the prior fiscal years ended September 30, 2009 and 2010, (ii) the six-month fiscal period ended March 31, 2011, and (iii) the fiscal year ended March 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
Real Estate Securities Fund |
|
$ |
76,850 |
|
$ |
46,066 |
|
$ |
26,464 |
|
$ |
59,693 |
|
$ |
3,092 |
|
$ |
18,268 |
|
$ |
9,108 |
|
$ |
23,082 |
|
Bond Fund |
|
$ |
491,169 |
|
$ |
220,506 |
|
$ |
69,751 |
|
$ |
141,658 |
|
$ |
41,692 |
|
$ |
88,133 |
|
$ |
25,517 |
|
$ |
54,621 |
|
Bond Plus Fund |
|
$ |
120,568 |
|
$ |
44,844 |
|
$ |
24,730 |
|
$ |
66,762 |
|
$ |
8,380 |
|
$ |
18,026 |
|
$ |
8,527 |
|
$ |
25,853 |
|
Short-Term Bond Fund |
|
$ |
62,961 |
|
$ |
28,497 |
|
$ |
18,272 |
|
$ |
46,820 |
|
$ |
1,811 |
|
$ |
11,205 |
|
$ |
6,290 |
|
$ |
18,293 |
|
High-Yield Fund |
|
$ |
89,193 |
|
$ |
48,898 |
|
$ |
28,845 |
|
$ |
69,864 |
|
$ |
5,274 |
|
$ |
19,549 |
|
$ |
9,858 |
|
$ |
27,297 |
|
Tax-Exempt Bond Fund |
|
$ |
64,410 |
|
$ |
23,464 |
|
$ |
11,302 |
|
$ |
21,845 |
|
$ |
3,164 |
|
$ |
9,370 |
|
$ |
3,853 |
|
$ |
8,466 |
|
Inflation-Linked Bond Fund |
|
$ |
172,701 |
|
$ |
77,017 |
|
$ |
37,778 |
|
$ |
92,861 |
|
$ |
12,388 |
|
$ |
30,548 |
|
$ |
12,917 |
|
$ |
36,453 |
|
Bond Index Fund |
|
$ |
16 |
|
$ |
12,684 |
|
$ |
38,763 |
|
$ |
130,901 |
|
$ |
16 |
|
$ |
4,567 |
|
$ |
13,642 |
|
$ |
52,314 |
|
Money Market Fund |
|
$ |
388,338 |
|
$ |
99,773 |
|
$ |
41,703 |
|
$ |
70,598 |
|
$ |
35,691 |
|
$ |
38,764 |
|
$ |
8,856 |
|
$ |
32,521 |
|
|
|
B-36 |
Statement of Additional Information § TIAA-CREF Funds |
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 (i) for fiscal year ended September
30,
2010, (ii) the one-month fiscal period ended October 31, 2010 and (iii) the fiscal years ended October 31, 2011 and October 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,
|
|
Oct. 31,
|
|
Oct. 31,
|
|
||||||
Growth & Income Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
% |
$ |
765,781 |
|
$ |
1,428,600 |
|
$ |
115,432 |
|
$ |
1,274,244 |
|
International Equity Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
2,098,481 |
|
|
2,673,424 |
|
|
242,749 |
|
|
2,628,348 |
|
Emerging Markets Equity Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
|
|
|
|
|
|
457 |
|
|
9,752 |
|
Large-Cap Growth Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
68,610 |
|
|
100,937 |
|
|
8,496 |
|
|
136,360 |
|
Large-Cap Value Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
1,103,228 |
|
|
1,887,995 |
|
|
174,345 |
|
|
2,055,214 |
|
Mid-Cap Growth Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
823,045 |
|
|
1,467,462 |
|
|
130,901 |
|
|
1,652,975 |
|
Mid-Cap Value Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
1,681,908 |
|
|
3,083,491 |
|
|
287,654 |
|
|
3,506,470 |
|
Small-Cap Equity Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
614,339 |
|
|
1,044,816 |
|
|
105,037 |
|
|
1,388,557 |
|
Large-Cap Growth Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
250,629 |
|
|
422,419 |
|
|
34,903 |
|
|
451,982 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Fees for fiscal year or period ended |
|
||||||||||
|
|
|
|
|
|
|||||||||||
Name of Fund* |
|
Current Service
|
|
Sept. 30,
|
|
Sept. 30,
|
|
Oct. 31,
|
|
Oct. 31,
|
|
|||||
Large-Cap Value Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
% |
$ |
280,080 |
|
$ |
457,760 |
|
$ |
37,820 |
|
$ |
499,821 |
|
Equity Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
222,637 |
|
|
687,963 |
|
|
53,676 |
|
|
597,731 |
|
S&P 500 Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
559,668 |
|
|
825,036 |
|
|
73,394 |
|
|
916,325 |
|
Small-Cap Blend Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
297,317 |
|
|
910,407 |
|
|
83,528 |
|
|
1,016,019 |
|
International Equity Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
1,072,681 |
|
|
1,957,402 |
|
|
173,090 |
|
|
1,920,064 |
|
Emerging Markets Equity Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
|
|
|
|
|
|
456 |
|
|
13,063 |
|
Social Choice Equity Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
685,844 |
|
|
1,030,801 |
|
|
90,656 |
|
|
1,036,801 |
|
Global Natural Resources Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
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 (i) for fiscal years ended September 30, 2010 and 2009, (ii)
the six-month fiscal period ended March 31, 2011 and (iii) 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,
|
|
|||||
Real Estate Securities Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
% |
$ |
266,606 |
|
$ |
542,664 |
|
$ |
338,108 |
|
$ |
616,791 |
|
Bond Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
144,152 |
|
|
529,437 |
|
|
309,912 |
|
|
740,399 |
|
Bond Plus Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
83,043 |
|
|
191,392 |
|
|
100,518 |
|
|
209,416 |
|
Short-Term Bond Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
86,759 |
|
|
252,709 |
|
|
157,099 |
|
|
388,748 |
|
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 |
|
Bond Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
110 |
|
|
3,877 |
|
|
3,128 |
|
|
51,841 |
|
Money Market Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Class |
|
|
0.25 |
|
|
379,727 |
|
|
286,207 |
|
|
86,791 |
|
|
180,120 |
|
|
|
* |
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.
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-37 |
U NDERWRITER AND OTHER SERVICE PROVIDERS
UNDERWRITER
Teachers Personal Investors Services, Inc. (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 Trust and 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 and (except for the International Opportunities Fund, which is newly operational) (ii) the Fixed-Income and Real Estate Securities Funds financial statements for the fiscal period ended March 31, 2012 (except for the Social Choice Bond Fund which had not commenced operations as of that date).
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 Investment Advisers Act of 1940. 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 confirmation statements and other brokerage account reports to a special compliance unit for review.
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 (80% weighting), peer reviews (10% weighting)
and manager-subjective ratings (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 and peer reviews.
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 27.5% for the most recent year, 27.5% for the second year, 27.5%
for the third year and 10% for the fourth and fifth years. 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
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 Equity Funds they manage, as of October 31,
|
|
B-38 |
Statement of Additional Information § TIAA-CREF Funds |
2012. Note that the
International Opportunities Fund is not
reflected in this chart as it was not operational as of the date of
this chart.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other
|
|
Total Assets In
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
||||||||||
Name of Portfolio Manager |
|
Registered
|
|
Other Pooled
|
|
Registered
|
|
Other Pooled
|
|
Dollar Range of
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Growth & Income Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Susan Kempler |
|
|
1 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
Thomas Franks, CFA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Equity Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shigemi (Amy) Hatta |
|
|
1 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
Christopher F. Semenuk |
|
|
1 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Emerging Markets Equity Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alex Muromcew |
|
|
1 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large-Cap Growth Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Susan Hirsch |
|
|
3 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large-Cap Value Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard Cutler |
|
|
2 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
Athanasios (Tom) Kolefas, CFA |
|
|
3 |
|
|
1 |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid-Cap Growth Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
George (Ted) Scalise, CFA |
|
|
0 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
Susan Hirsch |
|
|
3 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid-Cap Value Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard Cutler |
|
|
2 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
Athanasios (Tom) Kolefas, CFA |
|
|
3 |
|
|
1 |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Small-Cap Equity Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael S. Shing, CFA |
|
|
2 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
Adam Cao |
|
|
2 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large-Cap Growth Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philip James (Jim) Campagna, CFA |
|
|
12 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
Anne Sapp, CFA |
|
|
12 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large-Cap Value Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philip James (Jim) Campagna, CFA |
|
|
12 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
Anne Sapp, CFA |
|
|
12 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philip James (Jim) Campagna, CFA |
|
|
12 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
Anne Sapp, CFA |
|
|
12 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S&P 500 Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philip James (Jim) Campagna, CFA |
|
|
12 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
Anne Sapp, CFA |
|
|
12 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Small-Cap Blend Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philip James (Jim) Campagna, CFA |
|
|
12 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
Anne Sapp, CFA |
|
|
12 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Equity Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philip James (Jim) Campagna, CFA |
|
|
12 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
Anne Sapp, CFA |
|
|
12 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Emerging Markets Equity Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phillip James (Jim) Campagna, CFA |
|
|
12 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
Anne Sapp, CFA |
|
|
12 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enhanced International Equity Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pablo Mitchell |
|
|
23 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
Steven Rossiello, CFA |
|
|
0 |
|
|
1 |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enhanced Large-Cap Growth Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kelvin Zhang |
|
|
0 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other
|
|
Total Assets In
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
||||||||||
Name of Portfolio Manager |
|
Registered
|
|
Other Pooled
|
|
Registered
|
|
Other Pooled
|
|
Dollar Range of
|
|
|||||
Enhanced Large-Cap Value Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael S. Shing, CFA |
|
|
2 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
Adam Cao, CFA |
|
|
2 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
Pei Chen |
|
|
0 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Social Choice Equity Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philip James (Jim) Campagna, CFA |
|
|
12 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
Anne Sapp, CFA |
|
|
12 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Natural Resources Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Navaneel Ray |
|
|
0 |
|
|
0 |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Bond Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John M. Cerra |
|
|
6 |
|
|
0 |
|
|
$29,421 |
|
|
$0 |
|
|
$10,00150,000 |
|
Richard Cheng |
|
|
0 |
|
|
0 |
|
|
$806 |
|
|
$0 |
|
|
$50,001100,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax-Exempt Bond Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stephen Liberatore, CFA |
|
|
3 |
|
|
1 |
|
|
$22,998 |
|
|
$98 |
|
|
$0 |
|
Barnet Sherman |
|
|
0 |
|
|
0 |
|
|
$350 |
|
|
$0 |
|
|
$0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inflation-Linked Bond Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John M. Cerra |
|
|
6 |
|
|
0 |
|
|
$29,421 |
|
|
$0 |
|
|
$10,00150,000 |
|
Stephen Liberatore, CFA |
|
|
3 |
|
|
1 |
|
|
$22,998 |
|
|
$98 |
|
|
$0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bond Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lijun (Kevin) Chen, CFA |
|
|
0 |
|
|
0 |
|
|
$2,966 |
|
|
$0 |
|
|
$0 |
|
James Tsang, CFA |
|
|
0 |
|
|
0 |
|
|
$2,966 |
|
|
$0 |
|
|
$0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money Market Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael F. Ferraro, CFA |
|
|
2 |
|
|
0 |
|
|
$13,064 |
|
|
$0 |
|
|
$0 |
|
Joseph Rolston |
|
|
1 |
|
|
0 |
|
|
$13,064 |
|
|
$0 |
|
|
$0 |
|
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.
|
|
B-40 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-41 |
|
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 one distribution plan with respect to Retail Class shares and one plan with respect to Premier Class shares offered by the Funds (the Distribution Plans) pursuant to Rule 12b-1 under the 1940 Act. Under the Retail Class Distribution Plan (Retail Compensation Plan), each of the Funds compensates TPIS for certain services that TPIS provides in connection with the promotion, distribution and/or shareholder servicing of Retail Class shares of the Fund. 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 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 Distribution Plan that is applicable to Premier Class shares (the Premier Class Distribution Plan), each Fund compensates TPIS an annual amount for its promotion, distribution and/or shareholder servicing of Premier Class shares. The expenses for which a Fund may pay TPIS under the Premier Class Distribution Plan include, but are not limited to, compensation of dealers and others for the expenses of 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 |
12b-1 Fees Paid |
|
Fund |
12b-1 Fees Paid |
||||
Real Estate Securities Fund |
|
$ |
256,583 |
|
High-Yield Fund |
|
$ |
388,104 |
Bond Fund |
|
$ |
135,936 |
|
Tax-Exempt Bond Fund |
|
$ |
646,015 |
Bond Plus Fund |
|
$ |
557,850 |
|
Inflation-Linked Bond Fund |
|
$ |
370,259 |
Short-Term Bond Fund |
|
$ |
330,686 |
|
Money Market Fund |
|
$ |
|
|
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. The net 12b-1 fees paid by Retail Class shares of the Bond Index Fund under the Retail Compensation Plan amounted to $22,494 for the fiscal year ended March 31, 2012. Since the Social Choice Bond Fund is newly operational, it made no payments under its Retail Compensation Plan for such period. |
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 |
12b-1 Fees Paid |
|
Fund |
12b-1 Fees Paid |
||||
Growth & Income Fund |
|
$ |
|
|
Mid-Cap Value Fund |
|
$ |
|
International Equity Fund |
|
$ |
|
|
Small-Cap Equity Fund |
|
$ |
|
Emerging
Markets Equity
|
|
|
|
|
|
|
|
|
Large-Cap Growth Fund |
|
$ |
|
|
Equity Index Fund |
|
$ |
|
|
|
B-42 |
Statement of Additional Information § TIAA-CREF Funds |
|
|
|
|
|
|
|
|
|
Large-Cap Value Fund |
|
$ |
|
|
Social Choice Equity Fund |
|
$ |
|
|
|
|
|
|
Emerging Markets Equity |
|
|
|
Mid-Cap Growth Fund |
|
$ |
|
|
Index Fund |
|
$ |
|
Global |
|
|
|
|
|
|
|
|
|
|
The net 12b-1 fees paid by the Global Natural Resources Fund under the Retail Compensation Plan amounted to $________ for the fiscal year ended October 31, 2012. Since the International Opportunities Fund is newly operational, it made no payments under its Retail Compensation Plan for such period. |
Payments by a Fund under the Premier Class Distribution Plan are calculated daily and paid monthly at the annual rate of 0.15% of the average daily net assets of the Premier Class of the Fund. For the fiscal 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 Premier Class shares of each of the Fixed-Income and Real Estate Securities Funds in existence during the period under the Premier Class Distribution Plan. Since the Social Choice Bond Fund is newly operational, it made no payments under its Premier Class Distribution Plan as of the date of this SAI. |
|
|
|
|
|
|
|
|
|
Fund |
12b-1 Fees Paid |
|
Fund |
12b-1 Fees Paid |
||||
|
||||||||
Real Estate Securities Fund |
|
$ |
117,206 |
|
High-Yield Fund |
|
$ |
46,973 |
Bond Fund |
|
$ |
57,480 |
|
Inflation-Linked Bond Fund |
$ |
30,032 |
|
Bond Plus Fund |
|
$ |
18,505 |
|
Bond Index Fund |
|
$ |
8,607 |
Short-Term Bond Fund |
|
$ |
35,429 |
|
Money Market Fund |
|
$ |
4,164 |
|
|
|
|
|
Global
Natural Resources
|
|
|
|
|
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 made no payments under its Premier Class Distribution Plan as of the date of this SAI.
|
|
|
|
|
|
|
|
|
|
Fund |
|
12b-1 Fees Paid |
|
Fund |
|
12b-1 Fees Paid |
|
||
|
|||||||||
Growth & Income Fund |
|
$ |
|
|
Mid-Cap Value Fund |
|
$ |
|
|
International Equity Fund |
|
$ |
|
|
Small-Cap Equity Fund |
|
$ |
|
|
Emerging Markets Equity Fund |
|
$ |
|
|
Equity Index Fund |
|
$ |
|
|
Large-Cap Growth Fund |
|
$ |
|
|
International Equity Index Fund |
|
$ |
|
|
Large-Cap Value Fund |
|
$ |
|
|
Emerging Markets Equity Index Fund |
|
$ |
|
|
|
|
|
|
|
Social Choice Equity Fund |
|
|
|
|
Mid-Cap Growth Fund |
|
$ |
|
|
Global Natural Resources Fund |
|
$ |
|
|
|
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 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.
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-43 |
|
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 |
|
|
B-44 |
Statement of Additional Information § TIAA-CREF Funds |
|
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 ½ 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 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 |
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-45 |
|
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 (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 investment 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 |
|
|
B-46 |
Statement of Additional Information § TIAA-CREF Funds |
|
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 |
|
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. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of Expiration |
|
|
|
|
|||||||||||||
|
|
|
|
|
|
||||||||||||||
Fund |
|
10/31/16 |
|
10/31/17 |
|
10/31/18 |
|
10/31/19 |
|
10/31/20 |
|
Total |
|
||||||
International Equity |
|
$ |
312,152,033 |
|
$ |
401,840,220 |
|
$ |
37,037,218 |
|
$ |
|
|
$ |
|
|
$ |
|
|
Emerging Markets Equity |
|
|
|
|
|
|
|
|
|
|
|
14,064,867 |
|
|
|
|
|
|
|
Large-Cap Value |
|
|
99,501,001 |
|
|
35,107,682 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid-Cap Value |
|
|
|
|
|
70,931,220 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Large-Cap Growth Index |
|
|
5,161,631 |
|
|
16,966,203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Index |
|
|
|
|
|
20,622,872 |
|
|
|
|
|
|
|
|
|
|
|
|
|
International Equity Index |
|
|
|
|
|
10,786,196 |
|
|
|
|
|
4,940,411 |
|
|
|
|
|
|
|
Enhanced International Equity Index |
|
|
|
|
|
7,891,974 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Social Choice Equity |
|
|
|
|
|
12,033,393 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of Expiration |
|
|
|
|
||||
|
|
|
|
|
|
|||||
Fund |
|
3/31/17 |
|
3/31/18 |
|
Total |
|
|||
Real Estate Securities |
|
$ |
27,217,888 |
|
$ |
23,824,050 |
|
$ |
51,041,938 |
|
Bond Plus |
|
|
10,501,679 |
|
|
|
|
|
10,501,679 |
|
High-Yield |
|
|
3,602,574 |
|
|
6,793,583 |
|
|
10,396,157 |
|
Inflation-Linked Bond |
|
|
|
|
|
169,122 |
|
|
169,122 |
|
Under the Regulated Investment Company Modernization Act of 2010, funds are permitted to carry forward capital losses in taxable 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 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 |
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-47 |
|
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 speculative 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 |
|
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. |
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. |
|
SHAREHOLDER TAXATION |
|
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. federal 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 |
|
|
B-48 |
Statement of Additional Information § TIAA-CREF Funds |
|
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 |
|
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 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. These special rules relating to qualified dividend income apply to taxable years beginning before January 1, 2013. Without additional Congressional action, all of the Funds ordinary income dividends for taxable years beginning on or after such date will be subject to taxation at ordinary income rates. |
|
DIVIDENDS-RECEIVED DEDUCTION |
|
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 |
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-49 |
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.
GAINS AND LOSSES ON REDEMPTIONS
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 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
DEDUCTION OF CAPITAL LOSSES
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.]
REPORTS TO SHAREHOLDERS
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.
BACKUP WITHHOLDING
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
|
|
B-50 |
Statement of Additional Information § TIAA-CREF Funds |
be returned or credited against a taxpayers regular federal income tax liability if appropriate information is provided to the IRS.
SHARES HELD IN CERTAIN CUSTODY ACCOUNTS
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.
TREATMENT OF TAX-EXEMPT BOND FUND
|
|
TIAA-CREF Funds § Statement of Additional Information |
B-51 |
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 |
|
Commissions |
Growth & Income Fund |
|
$ |
International Equity Fund |
|
$ |
Emerging Markets Equity Fund |
|
$ |
Large-Cap Growth Fund |
|
$ |
Large-Cap Value Fund |
|
$ |
Mid-Cap Growth Fund |
|
$ |
Mid-Cap Value Fund |
|
$ |
Small-Cap Equity Fund |
|
$ |
Large-Cap Growth Index Fund |
|
$ |
Large-Cap Value Index Fund |
|
$ |
Equity Index Fund |
|
$ |
S&P 500 Index Fund |
|
$ |
Small-Cap Blend Index Fund |
|
$ |
International Equity Index Fund |
|
$ |
Emerging Markets Equity Index Fund |
|
$ |
Enhanced International Equity Index Fund |
|
$ |
Enhanced Large-Cap Growth Index Fund |
|
$ |
Enhanced Large-Cap Value Index Fund |
|
$ |
Social Choice Equity Fund |
|
$ |
Global Natural Resources Fund |
|
$ |
The following table shows the aggregate amount of brokerage commissions paid by the Fixed-Income and Real Estate Securities Funds (other than the Social Choice Bond Fund) to firms that provided research services during the fiscal period ended March 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 |
Commissions |
|
Real Estate Securities Fund |
$938,755 |
|
The aggregate amount of brokerage commissions paid by the Equity Funds (other than the International Opportunities Fund) for (i) the fiscal years ended October 31, 2010, (ii) October 31, 2011 and (iii) October 31, 2012, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
|
October
|
|
October
|
|
October
|
|
|
|
|
|||
Growth & Income Fund |
|
$ |
355,764 |
|
$ |
3,629,284 |
|
$ |
|
|
$ |
|
|
International Equity Fund |
|
$ |
523,015 |
|
$ |
6,620,306 |
|
$ |
|
|
$ |
|
|
Emerging Markets Equity Fund |
|
$ |
144,456 |
|
$ |
1,278,361 |
|
$ |
|
|
$ |
|
|
Large-Cap Growth Fund |
|
$ |
262,652 |
|
$ |
2,100,949 |
|
$ |
|
|
$ |
|
|
Large-Cap Value Fund |
|
$ |
422,208 |
|
$ |
3,583,256 |
|
$ |
|
|
$ |
|
|
Mid-Cap Growth Fund |
|
$ |
157,396 |
|
$ |
1,290,683 |
|
$ |
|
|
$ |
|
|
Mid-Cap Value Fund |
|
$ |
219,882 |
|
$ |
2,272,611 |
|
$ |
|
|
$ |
|
|
Small-Cap Equity Fund |
|
$ |
22,933 |
|
$ |
652,717 |
|
$ |
|
|
$ |
|
|
Large-Cap Growth Index Fund |
|
$ |
1,287 |
|
$ |
26,475 |
|
$ |
|
|
$ |
|
|
Large-Cap Value Index Fund |
|
$ |
1,594 |
|
$ |
42,574 |
|
$ |
|
|
$ |
|
|
Equity Index Fund |
|
$ |
3,671 |
|
$ |
79,481 |
|
$ |
|
|
$ |
|
|
S&P 500 Index Fund |
|
$ |
4,434 |
|
$ |
33,351 |
|
$ |
|
|
$ |
|
|
Small-Cap Blend Index Fund |
|
$ |
2,948 |
|
$ |
49,673 |
|
$ |
|
|
$ |
|
|
International Equity Index Fund |
|
$ |
77,948 |
|
$ |
218,526 |
|
$ |
|
|
$ |
|
|
Emerging Markets Equity Index Fund |
|
$ |
50,159 |
|
$ |
69,979 |
|
$ |
|
|
$ |
|
|
Enhanced International Equity Index Fund |
|
$ |
32,865 |
|
$ |
299,436 |
|
$ |
|
|
$ |
|
|
Enhanced Large-Cap Growth Index Fund |
|
$ |
11,261 |
|
$ |
151,803 |
|
$ |
|
|
$ |
|
|
Enhanced Large-Cap Value Index Fund |
|
$ |
21,369 |
|
$ |
207,274 |
|
$ |
|
|
$ |
|
|
Social Choice Equity Fund |
|
$ |
1,231 |
|
$ |
50,876 |
|
$ |
|
|
$ |
|
|
Global Natural Resources |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
B-52 |
Statement of Additional Information § TIAA-CREF Funds |
The aggregate amount of brokerage commissions paid by the Fixed-Income and Real Estate Securities Funds (other than the Social Choice Bond Fund) for (i) the fiscal years ended September 30, 2009 and 2010, (ii) the fiscal period ended March 31, 2011 and (iii) the fiscal year ended March 31, 2012, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
|
September
|
|
September
|
|
March
31,
|
|
March
31,
|
|
||||
Real Estate Securities Fund |
|
$ |
912,257 |
|
$ |
837,253 |
|
$ |
419,147 |
|
$ |
1,464,228 |
|
During the fiscal year ended October 31, 2012, certain of the Equity Funds acquired securities of certain regular brokers or dealers (as such term is defined under Rule 10b-1 of the 1940 Act) or their parents. These entities and the value of a Funds aggregate holdings in the securities of those entities, as of October 31, 2012, are set forth below:
REGULAR BROKER OR DEALER BASED ON BROKERAGE COMMISSIONS PAID
|
|
|
|
|
Fund |
Broker |
Parent |
Holdings
|
|
Enhanced International Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REGULAR BROKER OR DEALER BASED ON BROKERAGE COMMISSIONS PAID (continued) |
||||
|
|
|
|
|
|
|
|
|
|
Fund |
Broker |
Parent |
Holdings
|
|
Enhanced Large-Cap Value Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enhanced Large-Cap Growth Index Fund |
|
|
|
|
Emerging Markets Equity Index Fund |
|
|
|
|
Equity Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Growth & Income Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large-Cap Growth Fund |
|
|
|
|
|
||||
REGULAR BROKER OR DEALER BASED ON BROKERAGE COMMISSIONS PAID (continued) |
||||
|
|
|
|
|
Fund |
Broker |
Parent |
Holdings
|
|
Large-Cap Growth Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large-Cap Value Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large-Cap Value Index Fund |
|
|
|
|
|
|
|
|
|
|
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Mid-Cap Growth Fund |
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Mid-Cap Value Fund |
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REGULAR BROKER OR DEALER BASED ON BROKERAGE COMMISSIONS PAID (continued) |
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Small-Cap Equity Fund |
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Social Choice Equity Fund |
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TIAA-CREF Funds § Statement of Additional Information |
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International Equity Fund |
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International Equity Index Fund |
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REGULAR BROKER OR DEALER BASED ON ENTITIES ACTING AS PRINCIPALS |
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Large-Cap Value Fund |
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DIRECTED BROKERAGE
In accordance with the 1940 Act, as amended, 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.
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B-54 |
Statement of Additional Information § TIAA-CREF Funds |
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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 |
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 |
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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TIAA-CREF Funds § Statement of Additional Information |
B-55 |
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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 |
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 impacts 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. |
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 |
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 reputa- |
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tional risks from a companys policies or activities are so great that continued ownership of its stock is no longer prudent. |
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 |
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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1. |
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. |
2. |
TIAA-CREF participates in the public debate over issues of corporate governance and responsible corporate behavior in domestic and international markets. |
3. |
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 |
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B-56 |
Statement of Additional Information § TIAA-CREF Funds |
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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 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. |
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. |
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. |
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 non existent. |
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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 |
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should be respected by all publicly-traded operating companies regardless of their domicile. Similarly, shareholders also have a duty to exercise their rights responsibly. |
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, w e 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 |
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TIAA-CREF Funds § Statement of Additional Information |
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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. |
7. |
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 particularly problematic in many foreign markets. |
11. |
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 |
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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. |
3. |
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. |
4. |
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. |
5. |
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 state- |
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B-58 |
Statement of Additional Information § TIAA-CREF Funds |
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ments 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 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. |
9. |
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 |
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 goals protecting 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 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. |
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 |
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. |
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. |
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 nor 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 |
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TIAA-CREF Funds § Statement of Additional Information |
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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 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. |
4. |
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. |
5. |
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 |
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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. |
3. |
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. |
4. |
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 counter balance to the CEO/chair. |
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Board Organization |
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Boards should establish at least three standing committees an audit committee, a compensation committee and a nominating and governance committee all 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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TIAA-CREF Funds § Statement of Additional Information |
B-61 |
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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. |
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 |
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 |
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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. |
5. |
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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1. |
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 pro- |
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B-62 |
Statement of Additional Information § TIAA-CREF Funds |
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vide 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 substantial 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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1. |
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. |
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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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TIAA-CREF Funds § Statement of Additional Information |
B-63 |
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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 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 perceived 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 |
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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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Boards of directors can also benefit from a diversity of perspective and demographics. Though we do not believe in quotas, we believe that nominating committees should develop appropriate diversity criteria for director searches to ensure that candidates are drawn from the broadest possible pool of talent. Companies should disclose how diversity policies support corporate efforts to strengthen the effectiveness of their boards. |
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Given changing cultural norms, companies should reference sexual orientation and gender identity in corporate non-discrimination policies, even when not specifically required by law. |
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4. Philanthropy and Corporate Political Influence |
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Without effective oversight, excessive or poorly managed corporate political spending may pose risks to shareholders, including the risk that corporate political spending may benefit political insiders at the expense shareholder interests. Given increased public scrutiny of corporate political activities, we believe it is the responsibility of company boards to review and disclose the use of corporate assets to influence the outcomes of elections. Companies involved in political activities should disclose information about contributions as well as the board and management oversight procedures designed to ensure that political expenditures are made in compliance with all laws and in the best interests of shareholders. |
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Boards should also oversee charitable contributions to ensure that these are consistent with the values and strategy of the corporation. Companies should disclose their corporate charitable contributions, and boards should adopt policies that prohibit corporate contributions that would pose any actual or perceived risk to director independence. |
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5. Product Responsibility |
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Failure to manage the potential hazards created by their products and services can create long-term risks for companies and undermine public faith in the market. Companies that demonstrate ethical behavior and diligence with regard to product |
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B-64 |
Statement of Additional Information § TIAA-CREF Funds |
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TIAA-CREF Funds § Statement of Additional Information |
B-65 |
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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 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 awards such as coverage, option price, or type of awards are unspecified, or where the board has too much discretion to override mini- |
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B-66 |
Statement of Additional Information § TIAA-CREF Funds |
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mum 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 executive 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 |
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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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TIAA-CREF Funds § Statement of Additional Information |
B-67 |
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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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B-68 |
Statement of Additional Information § TIAA-CREF Funds |
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730 Third Avenue
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SGS-SFICOC-US10/81462 |
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Printed on paper containing recycled fiber |
A_____ (3/13) |
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TIAA-CREF Funds § Statement of Additional Information |
B-69 |
OTHER INFORMATION
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Item 28. |
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Exhibits |
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(a) |
(1) |
Declaration of Trust, dated as of April 15, 1999. 1/ |
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(2) |
Declaration of Trust, dated as of April 15, 1999, as amended to add the TIAA-CREF Lifecycle Funds (the Lifecycle Funds). 6/ |
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(3) |
Form of Amendment dated December 7, 2005 to the Declaration of Trust dated April 15, 1999. 9/ |
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(4) |
Form of Amendment dated February 14, 2006 to the Declaration of Trust dated April 15, 1999. 9/ |
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(5) |
Amendment dated August 7, 2006 to the Declaration of Trust. 10/ |
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(6) |
Amendment dated October 2, 2006 to the Declaration of Trust. 10/ |
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(7) |
Amendment dated July 17, 2007 to the Declaration of Trust. 13/ |
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(8) |
Amendment dated August 29, 2008 to the Declaration of Trust. 15/ |
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(9) |
Amendment dated February 10, 2009 to the Declaration of Trust. 17/ |
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(10) |
Amendment dated May 12, 2009 to the Declaration of Trust. 17/ |
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(11) |
Form of Amendment dated May 18, 2010 to the Declaration of Trust. 20/ |
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(12) |
Form of Amendment dated December 7, 2010 to the Declaration of Trust. 22/ |
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(13) |
Form of Amendment dated May 17, 2011 to the Declaration of Trust. 24/ |
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(14) |
Form of Amendment dated September 13, 2011 to the Declaration of Trust. 25/ |
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(15) |
Form of Amendment dated May 15, 2012 to the Declaration of Trust. 28/ |
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(16) |
Form of Amendment dated December 4, 2012 to the Declaration of Trust. * |
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(b) |
Registrant has adopted no bylaws. |
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(c) |
The relevant portions of Registrants Declaration of Trust are incorporated herein by reference to Exhibit (a) above. |
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(d) |
(1) |
Investment Management Agreement by and between Registrant and Teacher Advisors, Inc. (Advisors), dated as of June 1, 1999. 2/ |
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(2) |
Amendment to the Investment Management Agreement by and between Registrant and Advisors, dated as of September 3, 2002. 4/ |
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(3) |
Form of Expense Reimbursement Agreement by and between the Registrant and Advisors, dated as of February 1, 2004. 5/ |
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(4) |
Amendment to Investment Management Agreement by and between Registrant and Advisors, dated as of October 1, 2004, for the Lifecycle Funds. 6/ |
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(5) |
Form of Expense Reimbursement Agreement by and between the Registrant and Advisors, dated as of February 1, 2005. 7/ |
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(6) |
Form of Investment Management Agreement by and between the Registrant and Advisors, effective February 1, 2006. 8/ |
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(7) |
Form of Expense Reimbursement Agreement by and between the Registrant and Advisors, regarding the Growth Equity Fund dated as of February 1, 2006. 8/ |
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(8) |
Form of Expense Reimbursement Agreement between Registrant and Advisors effective February 1, 2006. 8/ |
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(9) |
Form of Fee Waiver for Growth & Income Fund and Lifecycle Funds effective February 1, 2006 . 8/ |
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(10) |
Form of Amendment dated March 31, 2006 to the Investment Management Agreement by and between the Registrant and Advisors dated as of February 1, 2006. 9/ |
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(11) |
Form of Amendment dated March 31, 2006 to the Expense Reimbursement Agreement by and between the Registrant and Advisors dated as of February 1, 2006. 9/ |
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(12) |
Form of Amendment dated March 31, 2006 to the Fee Waiver Agreement for Certain TIAA-CREF Institutional Mutual Funds. 9/ |
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(13) |
Form of Amendment dated May 16, 2006 to the February 1, 2006 Expense Reimbursement Agreement regarding the Growth Equity Fund. 10/ |
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(14) |
Form of Amendment dated May 16, 2006 to the February 1, 2006 Expense Reimbursement Agreement. 10/ |
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(15) |
Form of Amendment dated May 16, 2006 to the February 1, 2006 Fee Waiver for Growth & Income Fund and Lifecycle Funds. 10/ |
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(16) |
Form of Amendment dated December 1, 2006 to the February 1, 2006 Fee Waiver Agreement for Certain TIAA-CREF Institutional Mutual Funds. 10/ |
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(17) |
Form of Amendment dated December 1, 2006 to the February 1, 2006 Expense Reimbursement Agreement regarding the Growth Equity Fund. 10/ |
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(18) |
Form of Amendment dated December 1, 2006 to the February 1, 2006 Expense Reimbursement Agreement. 10/ |
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(19) |
Form of Amendment dated December 6, 2006 to the February 1, 2006 Expense Reimbursement Agreement regarding the Retirement Class of the Lifecycle Funds. 10/ |
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(20) |
Form of Amendment dated January 17, 2007 to the Expense Reimbursement Agreement dated February 1, 2006. 10/ |
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(21) |
Form of Amendment dated November 30, 2007 to the Investment Management Agreement between Registrant and Advisors dated February 1, 2006. 13/ |
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(22) |
Form of Amendment dated November 30, 2007 to the February 1, 2006 Fee Waiver. 13/ |
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(23) |
Form of Amendment dated November 30, 2007 to the Expense Reimbursement Agreement by and between the Registrant and Advisors dated as of February 1, 2007. 13/ |
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(24) |
Form of Amendment dated February 1, 2008 to the February 1, 2006 Expense Reimbursement Agreement regarding the Growth Equity Fund. 14/ |
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(25) |
Form of Amendment dated February 1, 2008 to the February 1, 2006 Expense Reimbursement Agreement. 14/ |
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(26) |
Form of Amendment dated February 1, 2008 to the February 1, 2006 Fee Waiver Agreement for Growth & Income Fund and Lifecycle Funds. 14/ |
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(27) |
Form of Sixth Amendment dated February 1, 2009 to the February 1, 2006 Fee Waiver Agreement for the TIAA-CREF Lifecycle Funds. 16/ |
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(28) |
Form of Amendment dated February 1, 2009 to the February 1, 2006 Expense Reimbursement Agreement for TIAA-CREF Growth Equity Fund. 16/ |
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(29) |
Form of Amendment dated February 1, 2009 to the February 1, 2006 Expense Reimbursement Agreement for the TIAA-CREF Funds. 16/ |
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(30) |
Form of Amendment dated August 1, 2009 to the February 1, 2006 Expense Reimbursement Agreement for the TIAA-CREF Funds. 18/ |
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(31) |
Form of Amendment dated September 10, 2009 to the Investment Management Agreement between Registrant and Advisors dated February 1, 2006. 18/ |
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(32) |
Form of Amendment dated September 10, 2009 to the February 1, 2006 Expense Reimbursement Agreement for the TIAA-CREF Funds. 18/ |
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(33) |
Form of Amended and Restated Fee Waiver Agreement dated February 1, 2010 for the TIAA-CREF Lifecycle Funds. 20/ |
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(34) |
Form of Amended and Restated Expense Reimbursement Agreement dated February 1, 2010 for the TIAA-CREF Funds. 20/ |
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(35) |
Form of Amendment dated May 1, 2010 to the Investment Management Agreement between Registrant and Advisors dated February 1, 2006. 20/ |
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(36) |
Form of Amended and Restated Expense Reimbursement Agreement dated August 1, 2010 for the TIAA-CREF Funds. 21/ |
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(37) |
Form of Amendment dated August 1, 2010 to the Investment Management Agreement between Registrant and Advisors dated February 1, 2006. 21/ |
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(38) |
Form of Amended and Restated Fee Waiver Agreement between Registrant and Advisors for the TIAA-CREF Lifecycle Funds dated as of February 1, 2011 22/ |
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(39) |
Form of Amended and Restated Agreement to Suspend Distribution Plans between Registrant and TPIS for the TIAA-CREF Lifecycle and Lifecycle Index Funds dated as of February 1, 2011 22/ |
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(40) |
Form of Amended and Restated Expense Reimbursement Agreement between Registrant and Advisors for the TIAA-CREF Funds dated as of February 1, 2011 22/ |
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(41) |
Form of Amendment dated April 28, 2011 to the Investment Management Agreement between Registrant and Advisors dated February 1, 2006. 23/ |
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(42) |
Form of Amended and Restated Expense Reimbursement Agreement between Registrant and Advisors for the TIAA-CREF Funds dated as of February 1, 2011. 23/ |
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(43) |
Form of Amendment to the Investment Management Agreement for TIAA-CREF Global Natural Resources Fund dated September 20, 2011. 26/ |
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(44) |
Form of Amended and Restated Expense Reimbursement Agreement dated September 20, 2011 for TIAA-CREF Funds. 26/ |
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(45) |
Amendment to the Investment Management Agreement between the Registrant and Advisors dated as of December 6, 2011. 27/ |
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(46) |
Amended and Restated Expense Reimbursement Agreement between Registrant and Advisors dated as of December 6, 2011. 27/ |
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(47) |
Amended and Restated Investment Management Agreement between Registrant and Advisors dated as of January 2, 2012. 27/ |
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(48) |
Form of Amendment to the Amended and Restated Investment Management Agreement between Registrant and Advisors dated as of March 1, 2012. 27/ |
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(49) |
Form of Amended and Restated Expense Reimbursement Agreement between Registrant and Advisors dated as of March 1, 2012. 27/ |
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(50) |
Form of Amendment to the Investment Management Agreement for TIAA-CREF Social Choice Bond Fund dated as of July 23, 2012. 28/ |
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(51) |
Form of Amended and Restated Expense Reimbursement Agreement dated as of July 23, 2012 for TIAA-CREF Funds. 28/ |
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(52) |
Form of Amended and Restated Expense Reimbursement Agreement for the TIAA-CREF Funds dated as of August 1, 2012. 29/ |
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(53) |
Form of Amended and Restated Expense Reimbursement Agreement for TIAA-CREF Social Choice Bond Fund dated as of September 21, 2012. 30/ |
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(54) |
Form of Amended and Restated Expense Reimbursement Agreement for TIAA-CREF Funds dated as of October 1, 2012. 31/ |
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(55) |
Form of Amended and Restated Fee Waiver Agreement between Registrant and Advisors for the TIAA-CREF Lifecycle Funds dated as of October 1, 2012. 31/ |
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(e) |
(1) |
Distribution Agreement by and between Registrant and Teachers Personal Investors Services, Inc. (TPIS), dated as of June 1, 1999. 2/ |
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(2) |
Selling Agreement by and between TPIS and TIAA-CREF Individual & Institutional Services, LLC (Services), dated as of June 1, 1999. 3/ |
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(3) |
Amendment to Distribution Agreement by and between Registrant and TPIS, dated as of September 3, 2002. 4/ |
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(4) |
Amendment to Distribution Agreement by and between Registrant and TPIS, dated as of October 1, 2004, for the Lifecycle Funds. 6/ |
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(5) |
Amendment to Distribution Agreement by and between Registrant and TPIS, dated as of October 19, 2004. 7/ |
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(f) |
(1) |
TIAA and CREF None-Employee Trustee and Member, and TIAA-CREF Mutual Funds and TIAA-CREF Institutional Mutual Funds Non-Employee Trustee, Long-Term Compensation Plan, as of January 1, 1998, as amended. 5/ |
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(2) |
TIAA and CREF Non-Employee Trustee and Member, and TIAA-CREF Mutual Funds and TIAA-CREF Institutional Mutual Funds Non-Employee Trustee, Deferred Compensation Plan, as of June 1, 1998, as amended. 5/ |
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(3) |
Non-Employee Trustee and Member Long-Term Compensation Plan, dated January 1, 2008. 14/ |
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(4) |
Non-Employee Trustee and Member Deferred Compensation Plan, dated January 1, 2008. 14/ |
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(g) |
(1) |
Custodian Agreement by and between Registrant and State Street Bank and Trust Company (State Street), dated as of June 11, 1999. 3/ |
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(2) |
Custodian Agreement by and between Registrant and JPMorgan Chase Bank (JPMorgan), dated as of July 1, 2002. 4/ |
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(3) |
Amendment to the Custodian Agreement by and between Registrant and JPMorgan, dated August 26, 2002. 4/ |
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(4) |
Form of Master Custodian Agreement by and between Registrant and State Street Bank and Trust Company dated November 20, 2007. 13/ |
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(5) |
Form of Custodial Undertaking in Connection with Master Repurchase Agreement among Teachers Advisors Inc., on behalf of Registrant, Goldman, Sachs & Co. and The Bank of New York Mellon, dated March 8, 2010. 20/ |
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(h) |
(1) |
Administration Agreement by and between Registrant and State Street, dated as of July 1, 1999. 3/ |
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(2) |
Transfer Agency Agreement by and between Registrant and Boston Financial Data Services, Inc. (BFDS), dated as of July 1, 1999. 3/ |
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(3) |
Transfer Agency and Service Agreement by and between Registrant and BFDS, dated as of July 1, 2002. 4/ |
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(4) |
Service Agreement by and between Registrant and Advisors, dated as of May 22, 2002, as amended February 19, 2003 5/ , October 1, 2004, for the Lifecycle Funds 6/ and October 19, 2004. 7/ |
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(5) |
Form of Retirement Class Service Agreement by and between Registrant and Advisors dated as of February 1, 2006. 8/ |
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(6) |
Form of Amendment dated March 31, 2006 to the Retirement Class Service Agreement by and between Registrant and Advisors with respect to Funds that offer Retirement Class Shares dated as of February 1, 2006. 9/ |
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(7) |
Form of Transfer Agency Agreement by and between Registrant and BFDS, dated September 1, 2004. 12/ |
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(8) |
Form of Amendment dated November 30, 2007 to the Retirement Class Service Agreement by and between Registrant and Advisors with respect to Funds that offer Retirement Class Shares dated as of February 1, 2006. 13/ |
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(9) |
Form of Investment Accounting Agreement by and between Registrant and State Street Bank and Trust Company dated November 20, 2007. 13/ |
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(10) |
Form of Amendment dated September 10, 2009 to the Retirement Class Service Agreement by and between Registrant and Advisors with respect to Funds that offer Retirement Class Shares dated as of February 1, 2006. 18/ |
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(11) |
Form of Amendment dated September 1, 2009 to the Transfer Agency Agreement between the Registrant and BFDS dated September 1, 2004. 18/ |
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(12) |
Form of Amendment dated August 1, 2010 to the Retirement Class Service Agreement by and between Registrant and Advisors with respect to Funds that offer Retirement Class Shares dated as of February 1, 2006. 21/ |
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(13) |
Form of Amendment dated April 1, 2011 to the Retirement Service Agreement by and between Registrant and Advisors. 23/ |
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(14) |
Form of Amendment dated August 31, 2010 to Transfer Agency and Service Agreement between Registrant Boston Financial Services, Inc. 23/ |
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(15) |
Form of Amendment dated June 29, 2011 to Transfer Agency and Service Agreement between Registrant and Boston Financial Services, Inc. 24/ |
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(16) |
Form of Amendment to Retirement Service Agreement dated September 20, 2011 between Registrant and Advisors. 24/ |
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(17) |
Administrative Services Agreement between Registrant and Advisors dated as of January 2, 2012. 27/ |
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(18) |
Amendment to the Retirement Service Agreement between Registrant and Advisors dated as of December 6, 2011. 27/ |
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(19) |
Form of Amendment to Retirement Service Agreement dated July 23, 2012 between Registrant and Advisors. 28/ |
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(20) |
First Amendment dated May 31, 2012 to the Investment Accounting Agreement by and between Registrant and State Street Bank and Trust Company 29/ |
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(i) |
(1) |
Opinion and Consent of Jonathan Feigelson, Esq.** |
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(j) |
(1) |
Consent of Dechert LLP.** |
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(2) |
Consent of PricewaterhouseCoopers LLP.** |
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(k) |
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Not applicable. |
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(l) |
(1) |
Seed Money Agreement by and between Registrant and Teachers Insurance and Annuity Association of America (TIAA), dated as of June 1, 1999. 3/ |
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(2) |
Seed Money Agreement by and between Registrant and TIAA, dated as of August 1, 2002. 4/ |
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(3) |
Seed Money Agreement by and between Registrant and TIAA, dated as of October 1, 2004, for the Lifecycle Funds. 6/ |
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(4) |
Seed Money Agreement by and between Registrant and TIAA, dated as of March 31, 2006, for the Large Cap Growth Fund, High-Yield Fund II, Bond Plus Fund II, Short-Term Bond Fund II, Tax-Exempt Bond Fund II, Managed Allocation Fund II, International Equity Fund, Growth & Income Fund, Equity Index Fund, Social Choice Equity Fund, Bond Fund, Inflation-Linked Bond Fund, and Money Market Fund. 9/ |
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(5) |
Form of Seed Money Agreement by and between Registrant and TIAA, dated as of January 17, 2007 for the Institutional Class of the Lifecycle Funds. 10/ |
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(6) |
Form of Seed Money Agreement by and between Registrant and TIAA, dated November 30, 2007 for the Lifecycle 2045, Lifecycle 2050 and Lifecycle Retirement Income Funds and the Enhanced Large-Cap Growth Index, Enhanced Large-Cap Value Index and Enhanced International Equity Index Funds. 13/ |
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(7) |
Form of Seed Money Agreement by and between Registrant and TIAA, dated September 10, 2009 for the Lifecycle Index Funds, Bond Index Fund and the Premier Class. 18/ |
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(8) |
Form of Seed Money Agreement by and between Registrant and TIAA, dated August 1, 2010 for the Emerging Market Equity and Emerging Market Equity Index Funds. 20/ |
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(9) |
Form of Initial Investment Agreement between Teachers Insurance Annuity Association of America and Registrant dated April 1, 2011. 23/ |
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(10) |
Form Initial Investment Agreement between Teachers Insurance and Annuity Association of America and Registrant dated September 20, 2011. 26/ |
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(11) |
Form of Initial Investment Agreement between Teachers Insurance and Annuity Association of America and Registrant dated July 23, 2012. 28/ |
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(m) |
(1) |
Distribution Plan for the Lifecycle Funds of Registrant adopted pursuant to Rule 12b-1 of the Investment Company Act of 1940 (the 1940 Act), dated October 1, 2004. 6/ |
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(2) |
Distribution Plan for Retail Class Shares of Registrant, adopted pursuant to Rule 12b-1 of the 1940 Act, dated as of February 1, 2006. 8/ |
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(3) |
Suspension of Distribution Plan Reimbursement Agreement by and between Registrant and TPIS dated effective February 1, 2006. 8/ |
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(4) |
Form of Amendment dated March 31, 2006 to the Distribution Plan for the Retail Shares of Registrant adopted pursuant to Rule 12-1 of the 1940 Act, dated February 1, 2006. 9/ |
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(5) |
Form of Amendment dated March 31, 2006 to the Suspension of Distribution Plan Reimbursement Agreement by and between the Funds and TPIS effective February 1, 2006. 9/ |
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(6) |
Form of Amendment dated May 16, 2006 to the Suspension of Distribution Plan Reimbursement Agreement by and between the Funds and TPIS effective February 1, 2006. 10/ |
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(7) |
Form of Amendment dated December 1, 2006 to the Suspension of Distribution Plan Reimbursement Agreement by and between the Funds and TPIS effective February 1, 2006. 11/ |
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(8) |
Form of Amendment dated November 30, 2007 to the Distribution Plan for the Retail Shares of Registrant adopted pursuant to Rule 12-1 of the 1940 Act, dated October 1, 2004. 13/ |
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(9) |
Form of Distribution Plan for Lifecycle Retail Class Shares of Registrant adopted pursuant to Rule 12b-1 of the 1940 Act, dated November 30, 2007. 13/ |
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(10) |
Form of Amendment dated November 30, 2007 to the Suspension of Distribution Plan Reimbursement Agreement by and between the Funds and TPIS effective February 1, 2006. 13/ |
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(11) |
Form of Amendment dated December 1, 2006 to the Suspension of Distribution Plan Reimbursement Agreement by and between the Funds and TPIS effective February 1, 2008. 14/ |
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(12) |
Form of Sixth Amendment dated February 1, 2009 to the February 1, 2006 Agreement to Suspend Distribution Plans for TIAA-CREF Funds. 16/ |
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(13) |
Form of Amendment dated August 1, 2009 to the February 1, 2006 Agreement to Suspend Distribution Plans for TIAA-CREF Funds. 18/ |
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(14) |
Form of Distribution Plan for Premier Class Shares of Registrant adopted pursuant to Rule 12b-1 of the 1940 Act, dated September 10, 2009. 18/ |
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(15) |
Form of Distribution Plan for Retirement Class Shares of Registrant on behalf of the Lifecycle Index Funds adopted pursuant to Rule 12b-1 of the 1940 Act, dated September 10, 2009. 18/ |
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(16) |
Form of Distribution Plan for Retail Class Shares of Registrant on behalf of the Bond Index Fund adopted pursuant to Rule 12b-1 of the 1940 Act, dated September 10, 2009. 18/ |
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(17) |
Form of Amendment dated September 10, 2009 to the February 1, 2006 Agreement to Suspend Distribution Plans for TIAA-CREF Funds. 18/ |
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(18) |
Form of Amended and Restated Agreement to Suspend Distribution Plans dated February 1, 2010 for TIAA-CREF Funds. 20/ |
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(19) |
Form of Amended and Restated Distribution Plan for Premier Class Shares of Registrant adopted pursuant to Rule 12b-1 of the 1940 Act, dated July 20, 2010. 21/ |
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(20) |
Form of Amended and Restated Compensation Distribution Plan for Retail Class Shares of Registrant adopted pursuant to Rule 12b-1 of the 1940 Act, dated July 20, 2010. 21/ |
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(21) |
Form of Amended and Restated Distribution Plan for the Retirement Class Reimbursement Plan of Registrant Lifecycle Fund Series adopted pursuant to Rule 12b-1 of the 1940 Act, dated April 28, 2011. 23/ |
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(22) |
Form of Amended and Restated Agreement to Suspend Distribution Plans for the TIAA-CREF Lifecycle and Lifecycle Index Funds by and between Registrant and TPIS dated effective February 1, 2011. 23/ |
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(23) |
Form of Amended and Restated Distribution Plan for Retirement Class Compensation Plan of Registrant TIAA-CREF Lifecycle Index Funds adopted pursuant to Rule 12b-1 of the 1940 Act, dated April 28, 2011. 23/ |
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(24) |
Form of Amended and Restated Distribution Plan for Premier Class Compensation Plan of Registrant adopted pursuant to Rule 12b-1 of the 1940 Act, dated April 28, 2011. 23/ |
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(25) |
Form of Amended and Restated Distribution Plan for Retail Class Compensation Plan of Registrant adopted pursuant to Rule 12b-1 of the 1940 Act, dated September 20, 2011. 26/ |
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(26) |
Form of Amended and Restated Distribution Plan for Premier Class Compensation Plan of Registrant adopted pursuant to Rule 12b-1 of the 1940 Act, dated September 20, 2011. 26/ |
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(27) |
Form of Amended and Restated Distribution Plan for Retail Class shares of Registrant adopted pursuant to Rule 12b-1 of the 1940 Act dated July 23, 2012. 28/ |
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(28) |
Form of Amended and Restated Distribution Plan for Premier Class shares of Registrant adopted pursuant to Rule 12b-1 of the 1940 Act dated July 23, 2012. 28/ |
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(n) |
(1) |
Multiple Class Plan of Registrant adopted pursuant to Rule 18f-3 of the 1940 Act. 4/ |
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(2) |
Form of Amended and Restated Multiple Class Plan effective February 14, 2006. 9/ |
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(3) |
Form of Multiple Class Plan adopted pursuant to Rule 18f-3 of the 1940 Act with respect to the Lifecycle Funds effective January 17, 2007. 10/ |
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(4) |
Form of Amendment dated November 30, 2007 to the Multiple Class (18f-3) Plan for the Lifecycle Funds. 13/ |
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(5) |
Form of Amended and Restated Multiple Class (18f-3) Plan for the TCF Funds dated September 10, 2009. 18/ |
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(6) |
Form of Amended and Restated Multiple Class (18f-3) Plan for the Lifecycle and Lifecycle Index Funds dated September 10, 2009. 18/ |
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(7) |
Form of Amended and Restated Multiple Class (18f-3) Plan for the Lifecycle and Lifecycle Index Funds dated December 7, 2010. 23/ |
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(8) |
Form of Amended and Restated Multiple Class Plan (18f-3) for the TCF Funds dated September 20, 2011. 26/ |
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(9) |
Form of Amended and Restated Multiple Class Plan (18f-3) for the TCF Funds dated July 23, 2012. 28/ |
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(p) |
TIAA-CREF Code of Ethics 22/ |
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1/ |
Incorporated herein by reference to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on April 20, 1999. |
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2/ |
Incorporated herein by reference to Pre-Effective Amendment No. 1 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on June 11, 1999. |
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3/ |
Incorporated herein by reference to Pre-Effective Amendment No. 2 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on June 24, 1999. |
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4/ |
Incorporated herein by reference to Post-Effective Amendment No. 5 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 27, 2002. |
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5/ |
Incorporated herein by reference to Post-Effective Amendment No. 7 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on January 30, 2004. |
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6/ |
Incorporated herein by reference to Post-Effective Amendment No. 11 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 30, 2004. |
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7/ |
Incorporated herein by reference to Post-Effective Amendment No. 13 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on January 31, 2005. |
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8/ |
Incorporated herein by reference to Post-Effective Amendment No. 16 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on February 1, 2006. |
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9/ |
Incorporated herein by reference to Post-Effective Amendment No. 19 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on March 31, 2006. |
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10/ |
Incorporated herein by reference to Post-Effective Amendment No. 20 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on January 17, 2007. |
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11/ |
Incorporated herein by reference to Post-Effective Amendment No. 22 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on February 23, 2007. |
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12/ |
Incorporated herein by reference to Post-Effective Amendment No. 24 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 30, 2007. |
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13/ |
Incorporated herein by reference to Post-Effective Amendment No. 26 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on November 30, 2007. |
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14/ |
Incorporated herein by reference to Post-Effective Amendment No. 27 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on January 28, 2008. |
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15/ |
Incorporated herein by reference to Post-Effective Amendment No. 28 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on November 21, 2008. |
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16/ |
Incorporated herein by reference to Post-Effective Amendment No. 29 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on January 28, 2009. |
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17/ |
Incorporated herein by reference to Post-Effective Amendment No. 30 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on June 25, 2009. |
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18/ |
Incorporated herein by reference to Post-Effective Amendment No. 31 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 11, 2009. |
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19/ |
Incorporated herein by reference to Post-Effective Amendment No. 32 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on January 22, 2010. |
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20/ |
Incorporated herein by reference to Post-Effective Amendment No. 34 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on May 21, 2010. |
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21/ |
Incorporated herein by reference to Post-Effective Amendment No. 35 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on August 4, 2010. |
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22/ |
Incorporated herein by reference to Post-Effective Amendment No. 36 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on January 28, 2011. |
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23/ |
Incorporated herein by reference to Post-Effective Amendment No. 41 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on April 25, 2011. |
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24/ |
Incorporated herein by reference to Post-Effective Amendment No. 44 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on July 15, 2011. |
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25/ |
Incorporated herein by reference to Post-Effective Amendment No. 47 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 23, 2011. |
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26/ |
Incorporated herein by reference to Post-Effective Amendment No. 48 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 29, 2011. |
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27/ |
Incorporated herein by reference to Post-Effective Amendment No. 54 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on February 28, 2012. |
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28/ |
Incorporated herein by reference to Post-Effective Amendment No. 57 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on July 18, 2012. |
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29/ |
Incorporated herein by reference to Post-Effective Amendment No. 58 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on July 30, 2012. |
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30/ |
Incorporated herein by reference to Post-Effective Amendment No. 60 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 18, 2012. |
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31/ |
Incorporated herein by reference to Post-Effective Amendment No. 61 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 28, 2012. |
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* Filed herewith. |
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** To be filed by amendment. |
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Item 29. |
Persons Controlled by or Under Common Control with the Fund |
The Registrant disclaims any assertion that its investment adviser, Teachers Advisors, Inc. (Teachers Advisors), or the parent company or any affiliate of Teachers Advisors directly or indirectly controls the Registrant or is under common control with the Registrant. Additionally, the Board of Trustees of the Registrant is the same as the board of other TIAA-CREF mutual funds, each of which has Teachers Advisors or an affiliate as its investment adviser. In addition, the Registrant and the other TIAA-CREF mutual funds have some officers in common. Nonetheless, the Registrant takes the position that it is not under common control with the other TIAA-CREF mutual funds because the power residing in the Funds respective boards and officers arises as the result of an official position with the respective investment companies.
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Item 30. |
Indemnification |
As a Delaware statutory trust, Registrants operations are governed by its Declaration of Trust dated as of April 15, 1999 (the Declaration). Generally, Delaware statutory trust shareholders are not personally liable for obligations of the Delaware statutory trust under Delaware law. The Delaware Statutory Trust Act (the DSTA) provides that a shareholder of a trust shall be entitled to the same limitation of liability extended to shareholders of private for-profit Delaware corporations. Registrants Declaration expressly provides that it has been organized under the DSTA and that the Declaration is to be governed by Delaware law. It is nevertheless possible that a Delaware statutory trust, such as Registrant, might become a party to an action in another state whose courts refuse to apply Delaware law, in which case Registrants shareholders could be subject to personal liability.
To protect Registrants shareholders against the risk of personal liability, the Declaration (i) contains an express disclaimer of shareholder liability for acts or obligations of Registrant and provides that notice of such disclaimer may be given in each agreement, obligation and instrument entered into or executed by Registrant or its trustees; (ii) provides for the indemnification out of Registrants property of any shareholders held personally liable for any obligations of Registrant or any series of Registrant; and (iii) provides that Registrant shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of Registrant and satisfy any judgment thereon. Thus, the risk of a 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: (i) a court refuses to apply Delaware law; (ii) the liability arose under tort law or, if not, no contractual limitation of liability was in effect; and (iii) Registrant itself would be unable to meet its obligations. In the light of Delaware law, the nature of Registrants business and the nature of its assets, the risk of personal liability to a shareholder is remote.
The Declaration further provides that Registrant 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 Registrant. The Declaration does not authorize Registrant 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.
Insofar as indemnification for liability arising under the Securities Act of 1933 (the Securities Act) may be permitted to trustees, officers and controlling persons, or otherwise, Registrant has been advised that in the opinion of the Commission such indemnification may be against public policy as expressed in the Securities Act and may be, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a trustee, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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Item 31. |
Business and Other Connections of the Investment Adviser |
Advisors also provides investment management services to the TIAA-CREF Life Funds, TIAA Separate Account VA-1 and certain unregistered pools. The directors of Advisors are Carol Deckbar, Phillip Goff, Thomas Garbutt, John Panagakis and William Wilkinson, who are also Managers of TIAA-CREF Investment Management, LLC, which is a wholly owned investment adviser subsidiary of TIAA and manages the investment accounts of the College Retirement Equities Fund (CREF), and which is also located at 730 Third Avenue, New York, NY 10017-3206.
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Item 32. |
Principal Underwriters |
Teachers Personal Investors Services, Inc. (TPIS) acts as the principal underwriter for the Registrant. TPIS also acts as the principal underwriter for TIAA Separate Account VA-1 and the TIAA-CREF Life Funds.
The directors of TPIS are Keith Rauschenbach, Catherine McCabe, Douglas Chittenden, Timothy Walsh and Kevin OLeary. The officers of TPIS are as follows:
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Name and Principal Business
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Positions and Offices with
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Positions and Offices with
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Keith Henry Rauschenbach |
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President, Chief Executive Officer |
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None |
William Bair |
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Chief Financial Officer |
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None |
Ilene Linda Shore |
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Chief Operating Officer |
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None |
Brian Michael Moran |
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Chief Compliance Officer |
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None |
Michael Phillips |
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Chief Legal Officer and Assistant Secretary |
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None |
Stephen Collier |
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Senior Vice President, Head of Tax |
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None |
Linda Dougherty |
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Controller |
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None |
Marjorie Pierre-Merritt |
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Secretary |
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None |
Jorge Gutierrez |
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Treasurer |
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None |
Jennifer Sisom |
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Assistant Treasurer |
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None |
Mark S. Campisano |
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Vice President |
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None |
John George Panagakis |
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Vice President |
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None |
Kevin John Maxwell |
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Vice President |
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None |
Edward Moslander |
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Vice President |
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None |
Thomas Dudek |
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Anti-Money Laundering Compliance Officer |
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None |
Janet Acosta |
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Assistant Secretary |
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None |
Stewart P. Greene |
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Managing Director General Counsel, Assistant Secretary |
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None |
Ann Medeiros |
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Assistant Secretary |
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None |
Jamin Jenkins |
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Assistant Secretary, Corporate Tax |
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None |
Gail Clinton |
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Assistant Secretary, Corporate Tax |
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None |
Nicholas Cifelli |
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Assistant Secretary, Corporate Tax |
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None |
Henry Atkinson |
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Assistant Secretary, Corporate Tax |
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None |
* The business address of all directors and officers of TPIS is 730 Third Avenue, 12 th Floor, New York, NY 10017-3206.
Additional information about the officers of TPIS can be found on Schedule A of Form BD for TPIS, as currently on file with the Commission (File No. 8-47051).
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Item 33. |
Location of Accounts and Records |
All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules promulgated thereunder will be maintained at the Registrants home office, 730 Third Avenue, New York, NY 10017-3206, at other offices of the Registrant, and at the offices of the Registrants custodian, State Street Bank and Trust Company, 1776 Heritage Drive, Quincy, MA 02171. In addition, certain duplicated records are maintained at Pierce Leahy Archives, 64 Leone Lane, Chester, NY 10918 and CitiStorage, 5 North 11 th Street, Brooklyn, NY 11211.
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Item 34. |
Management Services |
Not Applicable.
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Item 35. |
Undertakings |
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, TIAA-CREF Funds has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York, and State of New York on the 10th day of January, 2013.
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TIAA-CREF FUNDS |
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By: |
/s/ Roger W. Ferguson, Jr. |
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Name: |
Roger W. Ferguson, Jr. |
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Title: |
Principal Executive Officer and President |
Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ Roger W. Ferguson, Jr. |
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Principal Executive Officer and President |
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January 10, 2013 |
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Roger W. Ferguson, Jr. |
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(Principal Executive Officer) |
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/s/ Phillip G. Goff |
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Principal Financial Officer, |
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January 10, 2013 |
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Phillip G. Goff |
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Principal Accounting Officer and Treasurer |
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(Principal Financial and Accounting Officer) |
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SIGNATURE OF TRUSTEE |
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DATE |
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SIGNATURE OF TRUSTEE |
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DATE |
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* |
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January 10, 2013 |
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* |
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January 10, 2013 |
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Forrest Berkley |
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Thomas J. Kenny |
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* |
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January 10, 2013 |
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* |
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January 10, 2013 |
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Nancy A. Eckl |
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Bridget A. Macaskill |
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* |
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January 10, 2013 |
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* |
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January 10, 2013 |
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Michael A. Forrester |
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James M. Poterba |
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* |
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January 10, 2013 |
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* |
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January 10, 2013 |
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Howell E. Jackson |
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Maceo K. Sloan |
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* |
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January 10, 2013 |
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* |
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January 10, 2013 |
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Nancy L. Jacobs |
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Laura T. Starks |
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/s/ Stewart P. Greene |
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January 10, 2013 |
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Stewart P. Greene |
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as attorney-in-fact |
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* Signed by Stewart P. Greene pursuant to powers of attorney previously filed with the Securities and Exchange Commission.
Exhibit List
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(a)(16) |
Form of Amendment dated December 4, 2012 to the Declaration of Trust |
1 Year Tiaa-Cref Bond Index Fund Instl (MM) Chart |
1 Month Tiaa-Cref Bond Index Fund Instl (MM) Chart |
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