Nuveen-Owned Churchill Readies Private Direct Lending Fund With 0.50% Management Fee

Tender-offer liquidity is not expected until after the fund completes eight fiscal quarters, and even then repurchases are planned at up to 5% of NAV per quarter.

October 15, 2026

Churchill Asset Management, the middle market lender majority-owned by Nuveen, has registered a privately offered direct lending fund for accredited investors. The new vehicle will charge a 0.50% management fee on total assets and target at least 80% of its portfolio in senior loans.

Churchill Direct Lending Fund registered on October 13 under the Investment Company Act of 1940 as a closed-end, non-diversified management investment company organized as a Delaware statutory trust. Its shares will not be registered under the Securities Act of 1933 and will be sold only in private placements to investors who meet the Regulation D definition of an accredited investor. The fund was organized on January 22, 2026, and has no operating history.

An 80% Senior Loan Target

The fund seeks current income and capital appreciation, primarily by investing in or originating private debt and equity investments in U.S. middle market companies owned by private equity firms. It defines the middle market as companies with $10 million to $250 million of annual EBITDA.

Churchill intends to keep at least 80% of the portfolio in first-lien senior secured loans and first-out positions in unitranche loans. The remainder is earmarked for two other buckets:

• Junior capital: second-lien loans, unsecured and subordinated debt, and last-out unitranche positions, including instruments that pay interest in kind.
• Equity co-investments: small positions taken alongside the fund's loans, as well as larger stand-alone direct investments in private equity-backed companies.

To support its repurchase program, the fund also plans to hold 5% to 10% of its assets in cash, liquid fixed income including broadly syndicated loans, and other liquid credit. During its ramp-up phase, the portfolio could consist entirely of senior loans, junior capital or other fixed-income instruments. The fund relies on an existing SEC exemptive order that permits it to co-invest with certain Churchill affiliates.

Fees and Expense Support

The fund will pay Churchill a monthly management fee at an annual rate of 0.50% of total assets, excluding cash and cash equivalents but including assets financed with leverage. The fee table shows no sales load, and the advisory agreement describes no adviser compensation beyond the management fee.

Estimated other expenses, which cover professional fees, administration, custody, organization and offering costs and trustee fees, come to 1.29%, bringing projected total annual expenses to 1.79% of net assets. Those estimates assume weighted average net assets of $75 million and no leverage, and they apply to the first 12 months after the offering's initial closing.

The fund has also entered into an expense support agreement with Churchill and certain affiliates under which an affiliate may pay fund expenses, including organization and offering costs but excluding interest. The fund would reimburse those payments from excess operating funds within three years, but only if its distribution rate has not fallen and its operating expense ratio has not risen since the original payment. For the period from inception through September 8, 2026, Nuveen Alternative Holdings is covering $64,584 in expenses under the agreement, mostly organizational costs.

The fund does not currently intend to use leverage for investment purposes, but it reserves the right to borrow within 1940 Act limits for needs such as cash management, hedging, bridging unfunded commitments and funding repurchases. The fund's offering memorandum acknowledges that because the management fee is charged on total assets, Churchill has a conflict of interest when deciding whether to use or increase leverage.

Subscriptions, Distributions and Liquidity

The fund offers a single share class, Class I, on a continuous basis, generally accepting purchases as of the first business day of each month at the most recent NAV per share. The minimum initial investment is $50,000 and the minimum additional investment is $10,000, though either may be reduced or waived. Nuveen Securities is serving as placement agent on a best-efforts basis.

Distributions are expected monthly in amounts representing substantially all net investment income, and shareholders are enrolled in the dividend reinvestment plan unless they opt out. The fund cautions that distributions may be funded from offering proceeds, which may constitute a return of capital.

Liquidity will be limited, especially early on. Churchill expects to recommend quarterly tender offers of up to 5% of the fund's NAV, but the first is not anticipated until after the fund completes eight fiscal quarters of operations. Shareholders have no right to redeem or transfer shares, and the board may decline to conduct a tender offer, particularly during periods of market stress.

Shares tendered within a year of purchase will be repurchased at 98% of NAV, with the 2% deduction retained by the fund. That deduction may be waived for death, divorce or qualified disability, and for repurchases submitted by certain collective investment trusts, target date funds and discretionary model portfolio programs approved by the fund.

The Churchill Platform

Churchill, formed in 2015, is an indirect, majority-owned subsidiary of Nuveen, the asset management division of TIAA. According to the fund, Churchill had approximately $56 billion in assets under management as of December 31, 2025, roughly $63 billion of committed capital as of January 1, 2026, and deployed about $16 billion over the 12 months ended December 31, 2025. Churchill also manages TIAA's general account allocation to U.S. middle market private capital alongside its third-party investors, and it employs more than 200 people across New York, Charlotte, Chicago, Los Angeles and Palm Beach Gardens.

The memorandum says Churchill's origination team has relationships with more than 750 middle market private equity firms and reviews approximately 1,200 first-lien and unitranche opportunities a year. Founders Kenneth Kencel, Randy Schwimmer and Christopher Cox have unanimously approved each of the more than 950 senior loans made by Churchill and its predecessor entities since 2006.

The fund's investment committee consists of Kencel, Jason Strife, Mathew Linett and Schwimmer, none of whom owned shares as of October 13. Kencel, Churchill's president and CEO since 2015, is the fund's chairman, CEO and president, and Shai Vichness is its CFO and treasurer.

The new vehicle joins other Churchill-managed funds, including Nuveen Churchill Direct Lending Corp., a BDC; Nuveen Churchill Private Capital Income Fund, a BDC whose adviser agreed to waive half of its income-based incentive fee for March 2026; and NC SLF Inc., a registered closed-end fund. Independent trustees James Ritchie and Stephen Potter also sit on the boards of all three.