Correspondence 0000930413-24-001296 from TIAA-CREF LIFE FUNDS (CIK 0001068204)
TIAA-CREF LIFE FUNDS (CIK 0001068204)
Date: April 16, 2024 · CIK: 0001068204 · Accession: 0000930413-24-001296
AI Filing Summary & Sentiment
Letter
Division of Investment Management 100 F Street NE Washington, DC 20549 Re: TIAA-CREF Life Funds Post-Effective Amendment No. 46 to Registration Statement on Form N-1A (File Nos. 333- 61759, 811- 08961)
Dear Ms. Vroman-Lee:
On behalf of the TIAA-CREF Life Funds (the “Registrant” or the “Trust”), we are hereby responding to comments provided to us telephonically on March 22, 2024 regarding the Prospectus and Statement of Additional Information (“SAI”) for the series of the Registrant (the “Funds”) included in Post-Effective Amendment No. 46, which was filed on February 16, 2024 (the “initial filing”). Set forth below are our responses to your comments on the initial filing. Terms used but not defined herein have the definition included in the Prospectus.
1. For each Fund, why are the annual fund operating expenses blank? Please include these in a subsequent filing.
The annual fund operating expenses for each Fund were blank as they were not available at the time of the initial filing. They will be included in the Registrant’s filing pursuant to Rule 485(b) under the Securities Act of 1933, as amended (the “final filing”).
2. Pursuant to Instruction 5 of Item 3 of Form N-1A, please disclose the portfolio turnover rate for each Fund. As a reminder, any Fund with high portfolio turnover should disclose a risk.
The Registrant will include the portfolio turnover rate for each Fund in the final filing. To the extent a high portfolio turnover rate is part of the principal strategies of a Fund, the Fund will include risk disclosure regarding high portfolio turnover.
3. For the Nuveen Life Growth Equity Fund, the Fund’s principal strategies disclosure notes that it may invest up to 20% of its assets in foreign investments. If the foreign investments include emerging markets, please disclose in the principal strategies and risks. Global for all Funds with similar disclosure.
Ashley Vroman-Lee
April 16, 2024
Page 2
The Registrant hereby confirms that, to the extent investing in emerging markets is a principal strategy of Fund, it is disclosed in such Fund’s principal strategies and risks.
4. We note that there is no performance information in the initial filing. Please include the performance information in the correspondence filing.
The performance information for each Fund is attached as Appendix A hereto.
5. For the Nuveen Life International Equity Fund, the Fund’s principal strategy disclosure notes that the Fund invests in all market capitalizations. Please include in the principal risks disclosure a risk related to small-cap investments.
The Registrant has revised the Fund’s principal strategies to clarify that the Fund “may invest in companies of all sizes” rather than “typically invests in companies of all sizes.” Because the Fund does not currently have any material exposure to small-cap investments, and does not currently anticipate material future investments in small-cap investments, the Registrant respectfully declines to add small-cap investments risk disclosure.
6. For the Nuveen Life Real Estate Securities Select Fund, the Fund’s principal risks include risks related to investments in mid-cap and small-cap securities. Please tie this risk disclosure back to the principal strategies.
The Fund’s principal strategies do not focus on market capitalization, and therefore the market capitalization of the Fund may vary over time. Therefore, the Registrant respectfully believes that the Fund’s current principal strategies disclosure is appropriate. However, based on the Fund’s current holdings, risk disclosure regarding investments in large-cap securities will be added in the final filing.
7. With respect to the Nuveen Life Large Cap Responsible Equity Fund, the Fund should disclose where appropriate in its principal strategies how it will approach relevant environmental, social and governance (“ESG”) proxy issues for its portfolio companies. Alternatively, the Fund should explain in correspondence why it believes such disclosure is not required.
The Fund does not believe such disclosure is required. The Fund will vote proxies in accordance with its investment adviser’s proxy voting policies, which are included as Appendix A to the Fund’s SAI.
8. For the Nuveen Life Core Bond Fund, please disclose a risk for relative value trading in its principal risks, given the reference to the Fund’s use of relative value trading in the Fund’s principal investment strategies.
As disclosed in the Fund’s principal investment strategies, the use of relative value trading may increase the Fund’s portfolio turnover rate. The Fund currently discloses the following principal risk related to portfolio turnover:
Portfolio Turnover Risk—Depending on market and other conditions, the Fund may experience high portfolio turnover, which may result in greater transactional expenses, such as brokerage commissions, bid-ask
Ashley Vroman-Lee
April 16, 2024
Page 3
spreads, or dealer mark-ups, and capital gains (which could increase taxes and, consequently, reduce returns).
In addition, the Fund’s principal investment strategies describe the active nature of the relative value strategy. The Fund’s principal risk disclosure includes the following principal risk regarding active management:
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 and may not produce expected returns.
The Registrant therefore respectfully submits that the Fund’s current disclosure includes the principal risks of relative value trading, and no additional risk disclosure is necessary.
9. We note that the Funds’ financial highlights are not included. Please include in a subsequent filing.
The Funds’ financial highlights will be included in the final filing.
10. In the “Additional information regarding portfolio managers” section of the SAI, there is a mention of chart, but it is not included. Similarly, in the “Brokerage allocation” section of the SAI, there is a mention of chart for aggregate brokerage commissions, but it is not included. Please include in a subsequent filing.
These charts will be included in the final filing.
11. With respect to the disclosure regarding brokerage commissions paid, it appears that only fiscal year 2023 information is disclosed. This should also be provided for the 2022 and 2021 fiscal years.
The Registrant respectfully notes that the information in the “Brokerage allocation” section of the SAI that is provided for 2023 only is the disclosure regarding Funds that acquired securities of their regular broker-dealers based on commissions paid in 2023. Pursuant to Item 21(e) of Form N-1A, that information is required for the most recent fiscal year only. With respect to aggregate brokerage commissions paid by the Funds, that information will be provided for the 2021-2023 fiscal years in the final filing.
* * * *
Ashley Vroman-Lee
April 16, 2024
Page 4
If you have any questions, please do not hesitate to call me at (704) 988-4101.
Very truly yours,
/s/ Jeremy D. Franklin
Show Raw Text
CORRESP
1
filename1.htm
Jeremy D. Franklin
Managing Director, Associate General Counsel
8500 Andrew Carnegie Blvd.
Charlotte, NC 28262
T 704.988.4101
jeremy.franklin@nuveen.com
April 16, 2024
Ashley Vroman-Lee
Senior Counsel
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street NE
Washington, DC 20549
Re: TIAA-CREF Life Funds Post-Effective Amendment No. 46 to Registration Statement on Form
N-1A
(File Nos. 333- 61759, 811- 08961)
Dear Ms. Vroman-Lee:
On behalf of the TIAA-CREF Life Funds (the “Registrant”
or the “Trust”), we are hereby responding to comments provided to us telephonically on March 22, 2024 regarding the Prospectus
and Statement of Additional Information (“SAI”) for the series of the Registrant (the “Funds”) included in Post-Effective
Amendment No. 46, which was filed on February 16, 2024 (the “initial filing”). Set forth below are our responses to your comments
on the initial filing. Terms used but not defined herein have the definition included in the Prospectus.
1. For
each Fund, why are the annual fund operating expenses blank? Please include these in a subsequent filing.
The annual fund operating expenses for
each Fund were blank as they were not available at the time of the initial filing. They will be included in the Registrant’s filing
pursuant to Rule 485(b) under the Securities Act of 1933, as amended (the “final filing”).
2. Pursuant
to Instruction 5 of Item 3 of Form N-1A, please disclose the portfolio turnover rate for each Fund. As a reminder, any Fund with high
portfolio turnover should disclose a risk.
The Registrant will include the portfolio
turnover rate for each Fund in the final filing. To the extent a high portfolio turnover rate is part of the principal strategies of
a Fund, the Fund will include risk disclosure regarding high portfolio turnover.
3. For
the Nuveen Life Growth Equity Fund, the Fund’s principal strategies disclosure notes that it may invest up to 20% of its assets
in foreign investments. If the foreign investments include emerging markets, please disclose in the principal strategies and risks. Global
for all Funds with similar disclosure.
Ashley Vroman-Lee
April 16, 2024
Page 2
The Registrant hereby confirms that, to
the extent investing in emerging markets is a principal strategy of Fund, it is disclosed in such Fund’s principal strategies and
risks.
4. We
note that there is no performance information in the initial filing. Please include the performance information in the correspondence
filing.
The performance information for each Fund
is attached as Appendix A hereto.
5. For
the Nuveen Life International Equity Fund, the Fund’s principal strategy disclosure notes that the Fund invests in all market capitalizations.
Please include in the principal risks disclosure a risk related to small-cap investments.
The Registrant has revised the Fund’s
principal strategies to clarify that the Fund “may invest in companies of all sizes” rather than “typically invests
in companies of all sizes.” Because the Fund does not currently have any material exposure to small-cap investments, and does not
currently anticipate material future investments in small-cap investments, the Registrant respectfully declines to add small-cap investments
risk disclosure.
6. For
the Nuveen Life Real Estate Securities Select Fund, the Fund’s principal risks include risks related to investments in mid-cap
and small-cap securities. Please tie this risk disclosure back to the principal strategies.
The Fund’s principal strategies do
not focus on market capitalization, and therefore the market capitalization of the Fund may vary over time. Therefore, the Registrant
respectfully believes that the Fund’s current principal strategies disclosure is appropriate. However, based on the Fund’s
current holdings, risk disclosure regarding investments in large-cap securities will be added in the final filing.
7. With
respect to the Nuveen Life Large Cap Responsible Equity Fund, the Fund should disclose where appropriate in its principal strategies
how it will approach relevant environmental, social and governance (“ESG”) proxy issues for its portfolio companies. Alternatively,
the Fund should explain in correspondence why it believes such disclosure is not required.
The Fund does not believe such disclosure
is required. The Fund will vote proxies in accordance with its investment adviser’s proxy voting policies, which are included as
Appendix A to the Fund’s SAI.
8. For
the Nuveen Life Core Bond Fund, please disclose a risk for relative value trading in its principal risks, given the reference to the
Fund’s use of relative value trading in the Fund’s principal investment strategies.
As disclosed in the Fund’s principal
investment strategies, the use of relative value trading may increase the Fund’s portfolio turnover rate. The Fund currently discloses
the following principal risk related to portfolio turnover:
Portfolio Turnover Risk—Depending on market
and other conditions, the Fund may experience high portfolio turnover, which may result in greater transactional expenses, such as brokerage
commissions, bid-ask
Ashley Vroman-Lee
April 16, 2024
Page 3
spreads, or dealer mark-ups, and capital gains (which could increase taxes and, consequently, reduce returns).
In addition, the Fund’s principal
investment strategies describe the active nature of the relative value strategy. The Fund’s principal risk disclosure includes
the following principal risk regarding active management:
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 and may not produce expected returns.
The Registrant therefore respectfully
submits that the Fund’s current disclosure includes the principal risks of relative value trading, and no additional risk disclosure
is necessary.
9. We
note that the Funds’ financial highlights are not included. Please include in a subsequent filing.
The Funds’ financial highlights will
be included in the final filing.
10. In the “Additional information regarding portfolio managers” section of the SAI, there is a mention of chart, but
it is not included. Similarly, in the “Brokerage allocation” section of the SAI, there is a mention of chart for aggregate
brokerage commissions, but it is not included. Please include in a subsequent filing.
These charts will be included in the final
filing.
11. With respect to the
disclosure regarding brokerage commissions paid, it appears that only fiscal year 2023 information is disclosed. This should also be
provided for the 2022 and 2021 fiscal years.
The Registrant respectfully notes that the
information in the “Brokerage allocation” section of the SAI that is provided for 2023 only is the disclosure regarding Funds
that acquired securities of their regular broker-dealers based on commissions paid in 2023. Pursuant to Item 21(e) of Form N-1A, that
information is required for the most recent fiscal year only. With respect to aggregate brokerage commissions paid by the Funds, that
information will be provided for the 2021-2023 fiscal years in the final filing.
* * * *
Ashley Vroman-Lee
April 16, 2024
Page 4
If you have any questions, please do not hesitate to call me at (704) 988-4101.
Very truly yours,
/s/ Jeremy D. Franklin
Jeremy D. Franklin
cc:
Rachael Zufall
Managing Director, Associate General Counsel
Ashley Vroman-Lee
April 16, 2024
Page 5
Appendix A
Nuveen Life Growth Equity Fund
ANNUAL TOTAL RETURNS (%)
Nuveen Life Growth Equity Fund
Best quarter: 27.98%, for the quarter ended June 30, 2020. Worst quarter:
-23.04%, for the quarter ended June 30, 2022.
AVERAGE ANNUAL TOTAL RETURNS
For the Periods Ended December 31, 2023
Inception date
One year
Five years
Ten years
Nuveen Life Growth Equity Fund
4/3/2000
46.42 %
16.51 %
13.29 %
Russell 1000® Growth Index
(reflects no deductions for fees, expenses or taxes)
42.68 %
19.50 %
14.86 %
Current performance of the Fund’s shares may be higher or lower than that shown above.
After-tax returns have not been shown because they are not relevant since Fund shares currently are held only through insurance company separate accounts.
Ashley Vroman-Lee
April 16, 2024
Page 6
Nuveen Life Core Equity Fund
ANNUAL TOTAL RETURNS (%)
Nuveen Life Core Equity Fund
Best quarter: 22.21%, for the quarter ended June 30, 2020. Worst quarter:
-21.52%, for the quarter ended March 31, 2020.
AVERAGE ANNUAL TOTAL RETURNS
For the Periods Ended December 31, 2023
Inception date
One year
Five years
Ten years
Nuveen Life Core Equity Fund
4/3/2000
32.93
%
15.18
%
11.25
%
S&P 500® Index
(reflects no deductions for fees, expenses or taxes)
26.29
%
15.69
%
12.03
%
Current performance of the Fund’s shares may be higher or lower than that shown above.
After-tax returns have not been shown because they are not relevant since Fund shares currently are held only through insurance company separate accounts.
Ashley Vroman-Lee
April 16, 2024
Page 7
Nuveen Life International Equity Fund
ANNUAL TOTAL RETURNS (%)
Nuveen Life International Equity Fund
Best quarter: 20.66%, for the quarter ended June 30, 2020. Worst quarter:
-24.88%, for the quarter ended March 31, 2020.
AVERAGE ANNUAL TOTAL RETURNS
For the Periods Ended December 31, 2023
Inception date
One year
Five years
Ten years
Nuveen Life International Equity Fund
4/3/2000
16.41
%
8.82
%
3.63
%
MSCI EAFE® Index
(reflects reinvested dividends net of withholding taxes but reflects no deductions for fees, expenses or other taxes)
18.24
%
8.16
%
4.28
%
Current performance of the Fund’s shares may be higher or lower than that shown above.
After-tax returns have not been shown because they are not relevant since Fund shares currently are held only through insurance company separate accounts.
Ashley Vroman-Lee
April 16, 2024
Page 8
Nuveen Life Large Cap Value Fund
ANNUAL TOTAL RETURNS (%)
Nuveen Life Large Cap Value Fund
Best quarter: 17.47%, for the quarter ended December 31, 2020. Worst quarter:
-26.21%, for the quarter ended March 31, 2020.
AVERAGE ANNUAL TOTAL RETURNS
For the Periods Ended December 31, 2023
Inception date
One year
Five years
Ten years
Nuveen Life Large Cap Value Fund
10/28/2002
14.30
%
12.51
%
7.89
%
Russell 1000® Value Index
(reflects no deductions for fees, expenses or taxes)
11.46
%
10.91
%
8.40
%
Current performance of the Fund’s shares may be higher or lower than that shown above.
After-tax returns have not been shown because they are not relevant since Fund shares currently are held only through insurance company separate accounts.
Ashley Vroman-Lee
April 16, 2024
Page 9
Nuveen Life Real Estate Securities Select Fund
ANNUAL TOTAL RETURNS (%)
Nuveen Life Real Estate Securities Select Fund
Best quarter: 17.38%, for the quarter ended March 31, 2019. Worst quarter:
-19.81%, for the quarter ended March 31, 2020.
AVERAGE ANNUAL TOTAL RETURNS
For the Periods Ended December 31, 2023
Inception date
One year
Five years
Ten years
Nuveen Life Real Estate Securities Select Fund
10/28/2002
12.01
%
8.21
%
8.32
%
FTSE Nareit All Equity REITs Index
(reflects no deductions for fees, expenses or taxes)
11.36
%
7.59
%
7.95
%
Current performance of the Fund’s shares may be higher or lower than that shown above.
After-tax returns have not been shown because they are not relevant since Fund shares currently are held only through insurance company separate accounts.
Ashley Vroman-Lee
April 16, 2024
Page 10
Nuveen Life Small Cap Equity Fund
ANNUAL TOTAL RETURNS (%)
Nuveen Life Small Cap Equity Fund
Best quarter: 32.12%, for the quarter ended December 31, 2020. Worst quarter:
-33.82%, for the quarter ended March 31, 2020.
AVERAGE ANNUAL TOTAL RETURNS
For the Periods Ended December 31, 2023
Inception date
One year
Five years
Ten years
Nuveen Life Small Cap Equity Fund
10/28/2002
18.65
%
11.75
%
8.46
%
Russell 2000® Index
(reflects no deductions for fees, expenses or taxes)
16.93
%
9.97
%
7.16
%
Current performance of the Fund’s shares may be higher or lower than that shown above.
After-tax returns have not been shown because they are not relevant since Fund shares currently are held only through insurance company separate accounts.
Ashley Vroman-Lee
April 16, 2024
Page 11
Nuveen Life Large Cap Responsible Equity Fund
ANNUAL TOTAL RETURNS (%)
Nuveen Life Large Cap Responsible Equity Fund
Best quarter: 22.28%, for the quarter ended June 30, 2020. Worst quarter:
-20.42%, for the quarter ended March 31, 2020.
AVERAGE ANNUAL TOTAL RETURNS
For the Periods Ended December 31, 2023
Inception date
One year
Five years
Ten years
Nuveen Life Large Cap Responsible Equity Fund
4/3/2000
22.41
%
15.00
%
10.90
%
S&P 500® Index
(reflects no deductions for fees, expenses or taxes)
26.29
%
15.69
%
12.03
%
Russell 3000® Index
(reflects no deductions for fees, expenses or taxes)
25.96
%
15.16
%
11.48
%
Current performance of the Fund’s shares may be higher or lower than that shown above.
After-tax returns have not been shown because they are not relevant since Fund shares currently are held only through insurance company separate accounts.
Previously, the Fund compared its performance to the Russell
3000 Index, instead of the S&P 500 Index shown in the chart above. The returns of the S&P 500 Index are more appropriate for comparison
purposes due to a change in the Fund’s investment strategies to attempt to achieve the return of the U.S. stock market as represented
by the S&P 500 Index, while taking into consideration certain ESG criteria, which include criteria related to carbon emissions and
fuel reserves.
Ashley Vroman-Lee
April 16, 2024
Page 12
Nuveen Life Stock Index Fund
ANNUAL TOTAL RETURNS (%)
Nuveen Life Stock Index Fund
Best quarter: 21.91%, for the quarter ended June 30, 2020. Worst quarter:
-20.84%, for the quarter ended March 31, 2020.
AVERAGE ANNUAL TOTAL RETURNS
For the Periods Ended December 31, 2023
Inception date
One year
Five years
Ten years
Nuveen Life Stock Index Fund
1/4/1999
25.91
%
15.09
%
11.41
%
Russell 3000® Index
(reflects no deductions for fees, expenses or taxes)
25.96
%
15.16
%
11.48
%
Current performance of the Fund’s shares may be higher or lower than that shown above.
After-tax returns have not been shown because they are not relevant since Fund shares currently are held only through insurance company separate accounts.
Ashley Vroman-Lee
April 16, 2024
Page 13
Nuveen Life Core Bond Fund
ANNUAL TOTAL RETURNS (%)
Nuveen Life Core Bond Fund
Best quarter: 6.52%, for the quarter ended December 31, 2023. Worst quarter:
-5.97%, for the quarter ended March 31, 2022.
AVERAGE ANNUAL TOTAL RETURNS
For the Periods Ended December 31, 2023
Inception date
One year
Five years
Ten years
Nuveen Life Core Bond Fund
7/8/2003
6.27
%
1.52
%
2.15
%
Bloomberg U.S. Aggregate Bond Index
(reflects no deductions for fees, expenses or taxes)
5.53
%
1.10
%
1.81
%
Current performance of the Fund’s shares ma