Form 485BPOS TIAA-CREF FUNDS

Exhibit (d)(14)

 

AMENDED AND RESTATED

EXPENSE REIMBURSEMENT AGREEMENT

FOR THE TIAA-CREF FUNDS

 

This Agreement is entered into effective as of August 1, 2021, by and between TIAA-CREF Funds (the “Trust”), a Delaware statutory trust, and Teachers Advisors, LLC (“Advisors”), a Delaware limited liability company.

 

WHEREAS, the Trust is an open-end diversified management investment company currently consisting of various investment portfolios, each with up to six classes (collectively, the “Funds”).

 

WHEREAS, Advisors and the Trust have entered into an Amended and Restated Investment Management Agreement, as amended, (the “Investment Management Agreement”) providing for investment management services to be provided by Advisors to the Funds for an investment management fee;

 

WHEREAS, the Lifecycle Retirement Income, Lifecycle 2010, Lifecycle 2015, Lifecycle 2020, Lifecycle 2025, Lifecycle 2030, Lifecycle 2035, Lifecycle 2040, Lifecycle 2045, Lifecycle 2050, Lifecycle 2055, Lifecycle 2060, Lifecycle 2065, Lifecycle Index Retirement Income, Lifecycle Index 2010, Lifecycle Index 2015, Lifecycle Index 2020, Lifecycle Index 2025, Lifecycle Index 2030, Lifecycle Index 2035, Lifecycle Index 2040, Lifecycle Index 2045, Lifecycle Index 2050, Lifecycle Index 2055, Lifecycle Index 2060 and Lifecycle Index 2065 Funds (the “Top-Tier Funds”) invest in Class W shares of certain other Funds (the “Underlying Funds”); and

 

WHEREAS, with respect to Retirement Class, Retail Class, Institutional Class, Premier Class, Advisor Class and Class W shares, the parties hereto wish to lessen the impact of the total expenses of the Funds (collectively, the “Total Expenses”).

 

NOW, THEREFORE, the parties do hereby agree as follows:

 

	1.	Term of Agreement. This Agreement shall commence as of August 1, 2021. This Agreement shall continue in force per the paragraphs below unless earlier terminated by written agreement of the parties hereto.
		This Agreement shall continue in force until the close of business on February 28, 2022 with respect to the following Funds: Growth & Income, International Equity, Emerging Markets Equity, Large-Cap Growth, Mid-Cap Growth, Large-Cap Value, Mid-Cap Value, Large-Cap Growth Index, Large-Cap Value Index, Equity Index, S&P 500 Index, Small-Cap Blend Index, International Equity Index, Emerging Markets Equity Index, Quant International Small-Cap Equity, Social Choice Equity, International Opportunities, Emerging Markets Debt, Social Choice International Equity, Social Choice Low Carbon Equity, Quant Small/Mid-Cap Equity, International Bond and Quant Small-Cap Equity Funds.

		This Agreement shall continue in force until the close of business on July 31, 2022 with respect to the following Funds: Real Estate Securities, Core Bond, Core Plus Bond, High-Yield, 5–15 Year Laddered Tax-Exempt Bond, Inflation-Linked Bond, Short-Term Bond, Bond Index, Short-Term Bond Index, Core Impact Bond, Money Market, Short Duration Impact Bond and Green Bond Funds.
		This Agreement shall continue in force until the close of business on September 30, 2021 with respect to the Top-Tier, Managed Allocation, Lifestyle Income, Lifestyle Conservative, Lifestyle Moderate, Lifestyle Growth and Lifestyle Aggressive Growth Funds.

 

2.	Reimbursement of Expenses of the Funds. Advisors hereby agrees to reimburse the Funds for the Total Expenses of each Class of the Funds that exceed, on an annual basis, the percentages of average daily net assets set forth on Exhibit A. Total Expenses under this Agreement shall not be construed to include Acquired Fund Fees and Expenses (as defined in the Securities and Exchange Commission’s Form N-1A), interest, taxes, brokerage commissions or other transactional expenses and any extraordinary expenses incurred by a Fund.  For the Top-Tier Funds, Total Expenses under this Agreement shall also not be construed to include any expenses originally attributable to Class W shares of the Underlying Funds.
3.	Amount and Frequency of Reimbursements. The amount of reimbursement, if any, for each Fund shall be determined monthly. The frequency of such reimbursements shall be made from time to time as agreed upon between the Trust and Advisors.
4.	Assignment and Modification. This Agreement may be modified or assigned only by a writing signed by all of the parties.
5.	Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

 

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first written above.

 

TIAA-CREF FUNDS, on behalf of each of the Funds

 

By:
Title:
TEACHERS ADVISORS, LLC
By:
Title:

EXHIBIT A

 

		Inst Cl		Rtmt Cl		Retail Cl		Premier Cl		Advisor Cl		Class W
Growth & Income Fund		0.520%		0.770%		0.910%		0.670%		0.670%		0.520%
International Equity Fund		0.600%		0.850%		0.990%		0.750%		0.750%		0.600%
Emerging Markets Equity Fund		0.950%		1.200%		1.340%		1.100%		1.100%		0.950%
International Opportunities Fund		0.700%		0.950%		1.090%		0.850%		0.850%		0.700%
Large-Cap Growth Fund		0.520%		0.770%		0.910%		0.670%		0.670%		0.520%
Large-Cap Value Fund		0.520%		0.770%		0.910%		0.670%		0.670%		0.520%
Mid-Cap Growth Fund		0.550%		0.800%		0.940%		0.700%		0.700%		N/A
Mid-Cap Value Fund		0.550%		0.800%		0.940%		0.700%		0.700%		N/A
Quant Small-Cap Equity Fund		0.530%		0.780%		0.920%		0.680%		0.680%		0.530%
Quant Small/Mid-Cap Equity Fund		0.530%		0.780%		0.920%		0.680%		0.680%		0.530%
Large-Cap Growth Index Fund		0.090%		0.340%		N/A		N/A		0.240%		0.090%
Large-Cap Value Index Fund		0.090%		0.340%		N/A		N/A		0.240%		0.090%
Equity Index Fund		0.090%		0.340%		0.480%		0.240%		0.240%		0.090%
Social Choice Equity Fund		0.220%		0.470%		0.610%		0.370%		0.370%		N/A
Real Estate Securities Fund		0.570%		0.820%		0.960%		0.720%		0.720%		N/A
Managed Allocation Fund		0.000%		0.250%		0.250%		N/A		N/A		N/A
Core Bond Fund		0.350%		0.600%		0.700%		0.500%		0.500%		0.350%
Core Plus Bond Fund		0.350%		0.600%		0.700%		0.500%		0.500%		0.350%
Bond Index Fund		0.100%		0.350%		0.450%		0.250%		0.250%		0.100%
Short-Term Bond Fund		0.300%		0.550%		0.650%		0.450%		0.450%		0.300%
Short-Term Bond Index Fund		0.110%		0.360%		0.460%		0.260%		0.260%		0.110%

		Inst Cl		Rtmt Cl		Retail Cl		Premier Cl		Advisor Cl		Class W
High-Yield Fund		0.400%		0.650%		0.750%		0.550%		0.550%		0.400%
5–15 Year Laddered Tax-Exempt Bond Fund		0.300%		N/A		0.650%		N/A		0.450%		N/A
Inflation-Linked Bond Fund		0.300%		0.550%		0.650%		0.450%		0.450%		0.300%
Core Impact Bond Fund		0.400%		0.650%		0.750%		0.550%		0.550%		N/A
Social Choice Low Carbon Equity Fund		0.320%		0.570%		0.710%		0.470%		0.470%		N/A
Social Choice International Equity Fund		0.400%		0.650%		0.790%		0.550%		0.550%		N/A
Emerging Markets Debt Fund		0.650%		0.900%		1.000%		0.800%		0.800%		0.650%
International Bond Fund		0.600%		0.850%		0.950%		0.750%		0.750%		0.600%
Quant International Small-Cap Equity Fund		0.750%		1.000%		1.140%		0.900%		0.900%		0.750%
Money Market Fund		0.150%		0.400%		0.500%		0.300%		0.300%		0.150%
Short Duration Impact Bond Fund		0.350%		0.600%		0.700%		0.500%		0.500%		N/A
Green Bond Fund		0.450%		0.700%		0.800%		0.600%		0.600%		N/A
S&P 500 Index Fund		0.090%		0.340%		N/A		N/A		0.240%		0.090%
Small-Cap Blend Index Fund		0.090%		0.340%		N/A		N/A		0.240%		0.090%
International Equity Index Fund		0.150%		0.400%		N/A		0.300%		0.300%		0.150%
Emerging Markets Equity Index Fund		0.230%		0.300%		0.620%		0.200%		0.200%		0.230%
Lifecycle 2010 Fund		0.000%		0.250%		N/A		0.150%		0.150%		N/A
Lifecycle 2015 Fund		0.000%		0.250%		N/A		0.150%		0.150%		N/A
Lifecycle 2020 Fund		0.000%		0.250%		N/A		0.150%		0.150%		N/A
Lifecycle 2025 Fund		0.000%		0.250%		N/A		0.150%		0.150%		N/A

		Inst Cl		Rtmt Cl		Retail Cl		Premier Cl		Advisor Cl		Class W
Lifecycle 2030 Fund		0.000%		0.250%		N/A		0.150%		0.150%		N/A
Lifecycle 2035 Fund		0.000%		0.250%		N/A		0.150%		0.150%		N/A
Lifecycle 2040 Fund		0.000%		0.250%		N/A		0.150%		0.150%		N/A
Lifecycle 2045 Fund		0.000%		0.250%		N/A		0.150%		0.150%		N/A
Lifecycle 2050 Fund		0.000%		0.250%		N/A		0.150%		0.150%		N/A
Lifecycle 2055 Fund		0.000%		0.250%		N/A		0.150%		0.150%		N/A
Lifecycle 2060 Fund		0.000%		0.250%		N/A		0.150%		0.150%		N/A
Lifecycle 2065 Fund		0.000%		0.250%		N/A		0.150%		0.150%		N/A
Lifecycle Retirement Income Fund		0.000%		0.250%		0.250%		0.150%		0.150%		N/A
Lifecycle Index 2010 Fund		0.000%		0.250%		N/A		0.150%		0.150%		N/A
Lifecycle Index 2015 Fund		0.002%		0.252%		N/A		0.152%		0.152%		N/A
Lifecycle Index 2020 Fund		0.008%		0.258%		N/A		0.158%		0.158%		N/A
Lifecycle Index 2025 Fund		0.015%		0.265%		N/A		0.165%		0.165%		N/A
Lifecycle Index 2030 Fund		0.022%		0.272%		N/A		0.172%		0.172%		N/A
Lifecycle Index 2035 Fund		0.029%		0.279%		N/A		0.179%		0.179%		N/A
Lifecycle Index 2040 Fund		0.033%		0.283%		N/A		0.183%		0.183%		N/A
Lifecycle Index 2045 Fund		0.038%		0.288%		N/A		0.188%		0.188%		N/A
Lifecycle Index 2050 Fund		0.038%		0.288%		N/A		0.188%		0.188%		N/A
Lifecycle Index 2055 Fund		0.039%		0.289%		N/A		0.189%		0.189%		N/A
Lifecycle Index 2060 Fund		0.039%		0.289%		N/A		0.189%		0.189%		N/A
Lifecycle Index 2065 Fund		0.040%		0.290%		N/A		0.190%		0.190%		N/A

		Inst Cl		Rtmt Cl		Retail Cl		Premier Cl		Advisor Cl		Class W
Lifecycle Index Retirement Income Fund		0.000%		0.250%		N/A		0.150%		0.150%		N/A
Lifestyle Income Fund		0.100%		0.350%		0.490%		0.250%		0.250%		N/A
Lifestyle Conservative Fund		0.100%		0.350%		0.490%		0.250%		0.250%		N/A
Lifestyle Moderate Fund		0.100%		0.350%		0.490%		0.250%		0.250%		N/A
Lifestyle Growth Fund		0.100%		0.350%		0.490%		0.250%		0.250%		N/A
Lifestyle Aggressive Growth Fund		0.100%		0.350%		0.490%		0.250%		0.250%		N/A

 

Voluntary Expense Waivers

 

The expense caps denoted in the following Appendix A to this Exhibit A describe certain voluntary expense waivers and have been provided in this Agreement for informational purposes only. They are not otherwise subject to the terms and conditions of this Agreement.

APPENDIX A

 

		Inst Cl		Rtmt Cl		Retail Cl		Premier Cl		Advisor Cl		Class W
Emerging Markets Equity Fund1		N/A		0.970%		N/A		0.970%		N/A		N/A
International Opportunities Fund1		N/A		0.700%		N/A		0.700%		N/A		N/A
Mid-Cap Value Fund1		0.545%		0.795%		0.935%		0.695%		0.695%		N/A
Social Choice Equity Fund1		0.215%		0.465%		0.605%		0.365%		0.365%		N/A
High-Yield Fund1		0.385%		0.635%		0.735%		0.535%		0.535%		0.385%
Inflation-Linked Bond Fund1		0.280%		0.530%		0.630%		0.430%		0.430%		0.280%
Emerging Markets Debt Fund1		N/A		0.780%		N/A		N/A		N/A		N/A
Money Market Fund1		N/A		0.240%		0.395%		0.240%		N/A		N/A
Short Duration Impact Bond Fund1		0.345%		0.570%		0.605%		N/A		N/A		N/A
Green Bond Fund1		N/A		0.585%		0.725%		0.585%		N/A		N/A
International Bond Fund1		N/A		N/A		0.930%		N/A		N/A		N/A
Lifecycle Retirement Income Fund1		N/A		0.235%		N/A		N/A		N/A		N/A
Lifestyle Aggressive Growth Fund1		0.070%		N/A		N/A		N/A		N/A		N/A

 

 

1	Effective May 1, 2021 to April 30, 2022. For this effective period, these percentages supersede any other percentages then in effect.

Exhibit (d)(15)

 

AMENDMENT TO THE AMENDED AND RESTATED

INVESTMENT MANAGEMENT AGREEMENT FOR TIAA-CREF FUNDS

 

This AMENDMENT, dated August 1, 2021, to the Amended and Restated Investment Management Agreement (the “Agreement”), as amended, by and between the TIAA-CREF Funds (the “Trust”) and Teachers Advisors, LLC (“TAL”).

 

WHEREAS, the Board has approved certain changes to the management fee schedule of the TIAA-CREF Emerging Markets Equity Index Fund, the TIAA-CREF Bond Index Fund, and the TIAA-CREF Short-Term Bond Index Fund, each a series of the Trust, and wishes the Agreement to reflect such changes;

 

NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the Trust and TAL hereby agree to amend the Agreement as follows:

 

The existing Appendix A of the Agreement shall be replaced in its entirety with the attached updated Appendix A.

 

IN WITNESS WHEREOF, the Trust and TAL have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers on the day and year first written above.

 

TIAA-CREF FUNDS
By:
Title:
TEACHERS ADVISORS, LLC
By:
Title:

APPENDIX A

(as of August 1, 2021)

 

International Equity Fund

Real Estate Securities Fund

 

Assets Under Management (Billions)	Fee Rate (average daily net assets)
$0.0--$1.0	0.50%
Over $1.0--$2.0	0.47%
Over $2.0--$4.0	0.44%
Over $4.0--$7.0	0.41%
Over $7.0--$10.0	0.38%
Over $10.0	0.35%

 

Growth & Income Fund

Large-Cap Growth Fund

Large-Cap Value Fund

 

Assets Under Management (Billions)	Fee Rate (average daily net assets)
$0.0--$1.0	0.45%
Over $1.0--$2.0	0.42%
Over $2.0--$4.0	0.39%
Over $4.0--$7.0	0.36%
Over $7.0--$10.0	0.33%
Over $10.0	0.30%

 

Mid-Cap Growth Fund

Mid-Cap Value Fund

 

Assets Under Management (Billions)	Fee Rate (average daily net assets)
$0.0--$0.5	0.48%
Over $0.5--$0.75	0.46%
Over $0.75--$1.0	0.44%
Over $1.0--$2.0	0.41%
Over $2.0--$4.0	0.38%
Over $4.0--$7.0	0.35%
Over $7.0--$10.0	0.32%
Over $10.0	0.29%

Quant Small-Cap Equity Fund

Quant Small/Mid-Cap Equity Fund

 

Assets Under Management (Billions)	Fee Rate (average daily net assets)
$0.0--$0.5	0.46%
Over $0.5--$0.75	0.44%
Over $0.75--$1.0	0.42%
Over $1.0--$2.0	0.39%
Over $2.0--$4.0	0.36%
Over $4.0--$7.0	0.33%
Over $7.0--$10.0	0.30%
Over $10.0	0.27%

 

Quant International Small-Cap Equity Fund

 

Assets Under Management (Billions)	Fee Rate (average daily net assets)
$0.0--$1.0	0.65%
Over $1.0--$2.0	0.62%
Over $2.0--$4.0	0.59%
Over $4.0--$7.0	0.56%
Over $7.0--$10.0	0.53%
Over $10.0	0.50%

 

Emerging Markets Equity Fund

 

Assets Under Management (Billions)	Fee Rate (average daily net assets)
$0.0--$1.0	0.85%
Over $1.0--$2.0	0.82%
Over $2.0--$4.0	0.79%
Over $4.0--$7.0	0.76%
Over $7.0--$10.0	0.73%
Over $10.0	0.70%

 

International Opportunities Fund

 

Assets Under Management (Billions)	Fee Rate (average daily net assets)
$0.0--$1.0	0.60%
Over $1.0--$2.0	0.57%
Over $2.0--$4.0	0.54%
Over $4.0--$7.0	0.51%
Over $7.0--$10.0	0.48%
Over $10.0	0.45%

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

 

Assets Under Management (Billions)	Fee Rate (average daily net assets)
All Assets	0.04%

 

Emerging Markets Equity Index Fund

 

Assets Under Management (Billions)	Fee Rate (average daily net assets)
All Assets	0.12%

 

Quant Large-Cap Growth Fund

Quant Large-Cap Value Fund

 

Assets Under Management (Billions)	Fee Rate (average daily net assets)
$0.0--$1.0	0.35%
Over $1.0--$2.0	0.30%
Over $2.0--$4.0	0.25%
Over $4.0--$8.0	0.20%
Over $8.0	0.15%

 

Quant International Equity Fund

 

Assets Under Management (Billions)	Fee Rate (average daily net assets)
$0.0--$1.0	0.40%
Over $1.0--$2.0	0.35%
Over $2.0--$4.0	0.30%
Over $4.0--$8.0	0.25%
Over $8.0	0.20%

 

Social Choice Equity Fund

 

Assets Under Management (Billions)	Fee Rate (average daily net assets)
All Assets	0.15%

Green Bond Fund

 

Assets Under Management (Billions)	Fee Rate (average daily net assets)
$0.0--$1.0	0.40%
Over $1.0--$2.0	0.39%
Over $2.0--$4.0	0.38%
Over $4.0--$7.0	0.37%
Over $7.0--$10.0	0.36%
Over $10.0	0.35%

 

Managed Allocation Fund

Assets Under Management (Billions)	Fee Rate (average daily net assets)
All Assets	0.00%

 

Bond Fund

Bond Plus Fund

Short Duration Impact Bond Fund

 

Assets Under Management (Billions)	Fee Rate (average daily net assets)
$0.0--$1.0	0.30%
Over $1.0--$2.0	0.29%
Over $2.0--$4.0	0.28%
Over $4.0--$7.0	0.27%
Over $7.0--$10.0	0.26%
Over $10.0	0.25%

 

Short-Term Bond Fund

Inflation-Linked Bond Fund

5-15 Year Laddered Tax-Exempt Bond Fund

 

Assets Under Management (Billions)	Fee Rate (average daily net assets)
$0.0--$1.0	0.25%
Over $1.0--$2.0	0.24%
Over $2.0--$4.0	0.23%
Over $4.0--$7.0	0.22%
Over $7.0--$10.0	0.21%
Over $10.0	0.20%

High-Yield Fund

Social Choice Bond Fund

 

Assets Under Management (Billions)	Fee Rate (average daily net assets)
$0.0--$1.0	0.35%
Over $1.0--$2.0	0.34%
Over $2.0--$4.0	0.33%
Over $4.0--$7.0	0.32%
Over $7.0--$10.0	0.31%
Over $10.0	0.30%

 

Emerging Markets Debt Fund

 

Assets Under Management (Billions)	Fee Rate (average daily net assets)
$0.0--$1.0	0.55%
Over $1.0--$2.0	0.53%
Over $2.0--$4.0	0.51%
Over $4.0--$7.0	0.49%
Over $7.0--$10.0	0.47%
Over $10.0	0.45%

 

International Bond Fund

 

Assets Under Management (Billions)	Fee Rate (average daily net assets)
$0.0--$1.0	0.50%
Over $1.0--$2.0	0.48%
Over $2.0--$4.0	0.46%
Over $4.0--$7.0	0.44%
Over $7.0--$10.0	0.42%
Over $10.0	0.40%

 

Money Market Fund
Lifestyle Income Fund	Lifestyle Conservative Fund
Lifestyle Moderate Fund	Lifestyle Growth Fund
Lifestyle Aggressive Growth Fund

 

Assets Under Management (Billions)	Fee Rate (average daily net assets)
All Assets	0.10%

Social Choice International Equity Fund

 

Assets Under Management (Billions)	Fee Rate (average daily net assets)
$0.0--$1.0	0.30%
Over $1.0--$2.0	0.29%
Over $2.0--$4.0	0.28%
Over $4.0--$7.0	0.27%
Over $7.0--$10.0	0.26%
Over $10.0	0.25%

 

Social Choice Low Carbon Equity Fund

 

Assets Under Management (Billions)	Fee Rate (average daily net assets)
$0.0--$1.0	0.25%
Over $1.0--$2.0	0.24%
Over $2.0--$4.0	0.23%
Over $4.0--$7.0	0.22%
Over $7.0--$10.0	0.21%
Over $10.0	0.20%

 

Bond Index Fund

 

Assets Under Management (Billions)	Fee Rate (average daily net assets)
All Assets	0.07%

 

Short-Term Bond Index Fund

 

Assets Under Management (Billions)	Fee Rate (average daily net assets)
All Assets	0.06%

Exhibit (i)

 

 

 

	Rachael M. Zufall
	Managing Director, Associate General Counsel
	8500 Andrew Carnegie Blvd
	Charlotte, NC 28262
	T 704 988.4446
	[email protected]

 

July 27, 2021

 

The Board of Trustees

TIAA-CREF Funds

730 Third Avenue

New York, New York 10017-3206

 

Ladies and Gentlemen:

 

This opinion is furnished in connection with the filing by TIAA-CREF Funds (the “Trust”) of Post-Effective Amendment No. 136 to the Registration Statement (File Nos. 333-76651 and 811-09301) on Form N-1A (“Registration Statement”) covering an indefinite amount of securities in the form of shares in each series of the Trust (the “Shares”).

 

I have examined, or caused to be examined, the Certificate of Trust, Declaration of Trust and other corporate records of the Trust, a good standing certificate dated as of a recent date from the Secretary of State of the State of Delaware, and the relevant statutes and regulations of the State of Delaware.

 

My opinion in paragraph 1 with regard to valid existence in the State of Delaware is based solely on the certification by the Secretary of State of Delaware of the Certificate of Trust and good standing certificate.

 

On the basis of such examination, and subject to the qualifications and assumptions herein, it is my opinion that:

 

1.

The TIAA-CREF Funds is a statutory trust duly organized and validly existing under the laws of the State of Delaware.

 

2.

Subject to the continuing effectiveness of the Registration Statement, and assuming the continued valid existence of the trust of the TIAA-CREF Funds under Delaware law, the Shares have been duly authorized and, when issued as contemplated by the Registration Statement, will be validly issued, fully-paid and non-assessable.

 

I hereby consent to the use of this opinion as an exhibit to the Registration Statement, and to the reference to my name under the heading “Legal Matters” in the Statement of Additional Information.

 

	Sincerely,
	/s/ Rachael M. Zufall
	Rachael M. Zufall

Exhibit (j)(1)

 

1900 K Street, NW Washington, DC 20006-1110 +1 202 261 3300 Main +1 202 261 3333 Fax www.dechert.com

 

July 21, 2021

TIAA-CREF Funds

730 Third Avenue

New York, NY 10017-3206

 

Re: TIAA-CREF Funds

(File No. 333-76651 and File No. 811-09301)

 

Dear Ladies and Gentlemen:

 

We hereby consent to the use of our name under the caption “Legal Matters” in the Statement of Additional Information filed as a part of Post-Effective Amendment No. 136 to the Trust’s Registration Statement, unless and until we revoke such consent. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder.

 

Very truly yours,

 

/s/ Dechert LLP

 

Dechert LLP

 

Exhibit (j)(2)

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of TIAA-CREF Funds of our reports dated May 21, 2021, relating to the financial statements and financial highlights, which appear in TIAA-CREF Bond Index Fund’s, TIAA-CREF Core Bond Fund’s, TIAA-CREF Core Impact Bond Fund’s, TIAA-CREF Core Plus Bond Fund’s, TIAA-CREF 5-15 Year Laddered Tax-Exempt Bond Fund’s, TIAA-CREF Green Bond Fund’s, TIAA-CREF High-Yield Fund’s, TIAA-CREF Inflation-Linked Bond Fund’s, TIAA-CREF Short Duration Impact Bond Fund’s, TIAA-CREF Short-Term Bond Fund’s, TIAA-CREF Short-Term Bond Index Fund’s, TIAA-CREF Money Market Fund’s, and TIAA-CREF Real Estate Securities Fund’s Annual Reports on Form N-CSR for the year ended March 31, 2021. We also consent to the references to us under the headings “Experts”, "Independent Registered Public Accounting Firm" and "Financial Highlights" in such Registration Statement.

 

 

/s/ PricewaterhouseCoopers LLP

Baltimore, Maryland

July 26, 2021

 

Exhibit (m)(4)

 

AMENDED AND RESTATED

DISTRIBUTION PLAN

 

TIAA-CREF Lifecycle Index Funds

TIAA-CREF Lifecycle Funds

(sub-families of the TIAA-CREF Funds)

Retirement Class

 

May 1, 2016

 

Amended as of September 30, 2020

 

A.       TIAA-CREF Funds (the “Trust”), an open-end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”), has adopted this distribution plan (the “Plan”) in accordance with Rule 12b-1 under the 1940 Act.

 

B.       The Plan pertains to the Retirement Class of shares of beneficial interest (“Shares”) of the TIAA-CREF Lifecycle Index Funds and the TIAA-CREF Lifecycle Funds, each a sub-family of funds within the Trust, which are listed on Schedule A hereto, as such Schedule may be amended from time to time (each a “Fund” and collectively, the “Funds”).

 

1.       Each Fund shall make payments the Trust’s principal underwriter, Teachers Personal Investors Services, Inc. (“Nuveen Securities”) for the services set forth herein with respect to each Fund’s Shares at the annual rate of up to 0.05% of the average daily net assets attributable to the Shares of such Fund, as determined by the Board of Trustees. This fee shall be calculated and accrued daily and paid monthly or at such other intervals as the Trustees shall determine.

 

2.       Nuveen Securities may use the payments provided for in this Plan to finance any activity permissible under applicable law that is primarily intended to promote the sale of Shares (which may include activities promoting the Fund as a whole) and/or provide ongoing servicing and maintenance of the accounts of shareholders, including, but not limited to: (i) compensation of dealers and others for their various activities primarily intended to promote the sale of Shares (or of the Fund as a whole) and/or for providing personal and account maintenance services to Fund shareholders holding Shares; and (ii) salaries and other expenses (including overhead) of Nuveen Securities (or other broker-dealers) relating to such distribution and account servicing efforts. Such payments may be for account maintenance and personal services to shareholders within the meaning of FINRA Rule 2341 or any successor rule.

 

Without limiting the generality of the foregoing, categories distribution and services activities contemplated under this Plan also may include, but are not limited to:

(a)       the preparation and distribution of sales literature and advertising used in connection with the offering of Fund Shares;

 

(b)        printing and distributing the Funds’ prospectus and statement of additional information (or supplements thereto) used in connection with the offering of Fund Shares;

 

(c)       printing and distributing additional copies, for use as sales literature for the Fund Shares, of annual reports and other communications prepared for the Funds;

 

(d)       holding seminars and sales meetings designed to promote the sale of Fund Shares; and

 

(e)       servicing shareholder accounts or providing sub-accounting and recordkeeping services.

 

Nuveen Securities may treat as compensation any amounts paid under this Plan that are not used to: (a) reimburse the Funds’ distributor for costs or expenses incurred in financing activities primarily intended to result in the sale of Shares or for shareholder servicing activities or (b) compensate a dealer or other provider of such distribution or shareholder servicing related services.

 

3.       This Plan shall not be construed as requiring the Trust to make any payment to any party or to have any obligations to any party in connection with services relating to the Fund Shares. Nuveen Securities undertakes that any agreement entered into between Nuveen Securities and any other party relating to sales of Fund Shares shall provide that such other party shall look solely to Nuveen Securities for compensation for its distribution services thereunder, and that in no event shall such party seek any payment from a Fund or the Trust.

 

4.       Nothing contained in this Plan shall be deemed to require the Trust to take any action contrary to its Declaration of Trust or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Board of the responsibility for and control of the conduct of the affairs of the Trust.

 

5.       This Plan is effective with respect to a Fund upon approval by a vote of a majority of the Board and a vote of a majority of the trustees who are not “interested persons” (as this term is defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any agreement related to the Plan (the “qualified disinterested trustees”), such votes having been cast in person at a meeting called for the purpose of voting on the Plan.

 

6.       This Plan will remain in effect with respect to a Fund beyond the first anniversary of its effective date only if its continuance is specifically approved at least annually by a vote of both a majority of the Board and a majority of the qualified disinterested trustees. In connection with the annual review and approval of this Plan, Nuveen Securities shall furnish the Board with such information as the Board may request as may reasonably be necessary in order to enable the

Board to make an informed determination of whether the Plan should be continued. This Plan shall expire on the last day of the Fund’s fiscal year in any year in which such approval is not obtained.

 

7.       The Trust and Nuveen Securities shall provide the Board, and the Board shall review, at least quarterly, a written report of the amounts expended under this Plan and the purposes for which such expenditures were made. In the event that any such expenses are not entirely attributable to the Shares of any particular Fund, Nuveen Securities may allocate such expenses to the Shares of each Fund deemed to be reasonably likely to benefit therefrom based upon the ratio of the average daily net assets of each Fund during the previous period to the aggregate average daily net assets for such period of all Funds and all other affiliated investment companies and series thereof deemed to be reasonably likely to benefit therefrom. Any such allocation is subject to such adjustments as Nuveen Securities, with approval from the Board, shall deem appropriate to render the allocation fair and equitable under the circumstances.

 

8.       This Plan may be amended at any time by the Board, provided that (i) it may not be amended to increase materially the amount that may be spent for distribution and servicing of a Fund’s Shares without the approval of holders of a “majority of the outstanding voting securities” (as this phrase is defined in the 1940 Act) of the Retirement Class of the Fund and without the approval of a majority of both the Board and the qualified disinterested trustees, and (ii) any material amendment shall be approved by a majority of both the Board and the qualified disinterested trustees. This Plan may be terminated for any Fund at any time by a vote of a majority of the qualified disinterested trustees or by a vote of the holders of a majority of the outstanding voting securities of the Fund.

 

9.       In the event of termination or expiration of the Plan, the Funds may nevertheless, within twelve months of such termination or expiration, pay Nuveen Securities for any fees accrued prior to such termination or expiration up to the annual rate of 0.05% of average daily net assets attributable to the Shares, provided that any post-termination payments are specifically approved by the Board, including a majority of the qualified disinterested trustees.

 

10.      While this Plan is in effect, the selection and nomination of trustees who are not “interested persons” of the Trust shall be committed to the discretion of the sitting disinterested trustees.

 

11.      Any agreement related to this Plan shall be in writing and shall provide in substance that: (a) such agreement, with respect to any Fund, may be terminated at any time, without the payment of any penalty, by vote of a majority of the qualified disinterested trustees or by vote of a “majority of the outstanding voting securities” of the share class of the Fund to which such agreement will apply, on not more than sixty (60) days’ written notice to any other party to the agreement; and (b) such agreement shall terminate automatically in the event of its assignment.

 

12.      The Trust shall preserve copies of this Plan, each agreement related hereto, and each report referred to in paragraph 7 hereof, for a period of not less than six (6) years from the

date of such Plan, agreement or report. For the first two (2) years of such period, each such record or document shall be kept in an easily accessible place.

 

13.      This Plan shall be construed in accordance with the laws of the State of Delaware and the applicable provisions of the 1940 Act.

 

14.      If any provision of this Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby.

 

15.      Neither this Plan nor any other transaction pursuant to this Plan shall be invalidated or in any way affected by the fact that certain of the trustees, officers, shareholders, or other representatives of the Trust are or may be interested persons of Nuveen Securities, or any successor or assignee thereof, or that certain of the directors, officers, or other representatives of Nuveen Securities are or may be interested persons of the Trust, except as otherwise may be provided in the 1940 Act.

 

16.      The Trustees and the shareholders of each Fund are not liable for any obligations of the Trustee or a Fund under this Plan.

Schedule A

 

May 1, 2016

Amended as of September 30, 2020

 

Fund—Retirement Class	Maximum Distribution Fee (expressed as an annual rate of the average daily net assets of each Fund)
Lifecycle Index Retirement Income Fund	0.05%
Lifecycle Index 2010 Fund	0.05%
Lifecycle Index 2015 Fund	0.05%
Lifecycle Index 2020 Fund	0.05%
Lifecycle Index 2025 Fund	0.05%
Lifecycle Index 2030 Fund	0.05%
Lifecycle Index 2035 Fund	0.05%
Lifecycle Index 2040 Fund	0.05%
Lifecycle Index 2045 Fund	0.05%
Lifecycle Index 2050 Fund	0.05%
Lifecycle Index 2055 Fund	0.05%
Lifecycle Index 2060 Fund	0.05%
Lifecycle Index 2065 Fund	0.05%
Lifecycle Retirement Index Fund	0.05%
Lifecycle 2010 Fund	0.05%
Lifecycle 2015 Fund	0.05%
Lifecycle 2020 Fund	0.05%
Lifecycle 2025 Fund	0.05%
Lifecycle 2030 Fund	0.05%
Lifecycle 2035 Fund	0.05%
Lifecycle 2040 Fund	0.05%
Lifecycle 2045 Fund	0.05%
Lifecycle 2050 Fund	0.05%
Lifecycle 2055 Fund	0.05%
Lifecycle 2060 Fund	0.05%
Lifecycle 2065 Fund	0.05%

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