485BPOS

As filed with the Securities and Exchange Commission on January 28, 2008
File Nos. 333-76651, 811-09301

U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	[X]
Pre-Effective Amendment No.	[  ]
Post-Effective Amendment No. 27	[X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940[X]
Amendment No. 30	[X]
(Check appropriate box or boxes)

TIAA-CREF Institutional Mutual 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)
Registrant’s Telephone Number, including Area Code: (800) 842-2733

Stewart P. Greene, Esq.
TIAA-CREF Institutional Mutual 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):

[  ]	Immediately upon filing pursuant to paragraph (b)
[X]	On February 1, 2008 pursuant to paragraph (b)
[  ]	60 days after filing pursuant to paragraph (a)(1)
[  ]	75 days after filing pursuant to paragraph (a)(2)
[  ]	On (date) pursuant to paragraph (a)(1)
[  ]	On (date) pursuant to paragraph 9(a)(2) of rule 485

If appropriate, check the following box:

[   ] This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

PROSPECTUS

FEBRUARY 1, 2008

TIAA-CREF
INSTITUTIONAL MUTUAL FUNDS

Institutional Class

§	Growth Equity Fund
§	Growth & Income Fund
§	International 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
§	Mid-Cap Growth Index Fund
§	Mid-Cap Value Index Fund
§	Mid-Cap Blend Index Fund
§	Small-Cap Growth Index Fund
§	Small-Cap Value Index Fund
§	Small-Cap Blend Index Fund
§	International Equity Index Fund
§	Enhanced International Equity Index Fund
§	Enhanced Large-Cap Growth Index Fund
§	Enhanced Large-Cap Value Index Fund
§	Social Choice Equity Fund
§	Real Estate Securities Fund
§	Managed Allocation Fund II
§	Bond Fund
§	Bond Plus Fund II
§	Short-Term Bond Fund II
§	High-Yield Fund II
§	Tax-Exempt Bond Fund II
§	Inflation-Linked Bond Fund
§	Money Market Fund

This Prospectus describes the Institutional Class shares offered by thirty-two investment portfolios (each, a “Fund”) of the TIAA-CREF Institutional Mutual Funds (the “Trust”). The Trust also offers Retirement and Retail Class Shares through separate prospectuses dated February 1, 2008.

An investment in the Funds 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 any of the Funds, or the Funds 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	3
Overview of the Funds	3
General Information About the Funds	4
The Equity Funds	5
Principal Risks of Investing in the Equity Funds	5
Active Equity Funds	8
Growth Equity Fund	8
Growth & Income Fund	9
International Equity Fund	10
Large-Cap Growth Fund	11
Large-Cap Value Fund	12
Mid-Cap Growth Fund	13
Mid-Cap Value Fund	14
Small-Cap Equity Fund	15
Index Funds	16
Large-Cap Growth Index Fund	17
Large-Cap Value Index Fund	17
Equity Index Fund	17
S&P 500 Index Fund	18
Mid-Cap Growth Index Fund	18
Mid-Cap Value Index Fund	18
Mid-Cap Blend Index Fund	18
Small-Cap Growth Index Fund	18
Small-Cap Value Index Fund	19
Small-Cap Blend Index Fund	19
International Equity Index Fund	19
Enhanced Index Funds	20
Enhanced International Equity Index Fund	20
Enhanced Large-Cap Growth Index Fund	22
Enhanced Large-Cap Value Index Fund	24
Specialty Equity Fund	25
Social Choice Equity Fund	25
Real Estate Securities Fund	27
Balanced Fund	29
Managed Allocation Fund II	29
Fixed-Income Funds	32
Principal Risks of Investing in the Fixed-Income Funds	32
Bond Fund	33
Bond Plus Fund II	35
Short-Term Bond Fund II	37
High-Yield Fund II	38

Tax-Exempt Bond Fund II	39
Inflation-Linked Bond Fund	41
Money Market Fund	43
Past Performance	44
Fees and Expenses	59
Additional Information About Investment Objectives, Strategies and Risks	62
Investment Management Styles	62
More About Benchmarks and Other Indices	63
Additional Investment Strategies	68
Equity Funds	68
The Real Estate Securities Fund	69
The Fixed-Income Funds	69
The Money Market Fund	69
Portfolio Holdings	69
Portfolio Turnover	69
Share Classes	70
Management of the Funds	70
The Funds’ Investment Adviser	70
Portfolio Management Teams	73
Other Services	88
Distribution Arrangements	88
Calculating Share Price	89
Dividends and Distributions	90
Taxes	92
Your Account: Purchasing, Redeeming or Exchanging Shares	94
How to Purchase Shares	96
How to Redeem Shares	99
How to Exchange Shares	101
Conversion of Shares	101
Other Investor Information	102
Market Timing/Excessive Trading Policy	105
Redemption or Exchange Fee	106
Electronic Prospectuses	107
Glossary	108
Financial Highlights	109

SUMMARY INFORMATION

OVERVIEW OF THE FUNDS

          The thirty-two Funds of the Trust offered in this Prospectus are divided into five general types:

• Twenty-three Equity Funds that invest primarily in equity securities. The Equity Funds consist of four subcategories of Equity Funds reflecting different investment management techniques. They are:

Active Equity Funds:
•	Growth Equity Fund
•	Growth & Income Fund
•	International Equity Fund
•	Large-Cap Growth Fund
•	Large-Cap Value Fund
•	Mid-Cap Growth Fund
•	Mid-Cap Value Fund
•	Small-Cap Equity Fund
Index Funds:

•	Large-Cap Growth Index Fund
•	Large-Cap Value Index Fund
•	Equity Index Fund
•	S&P 500 Index Fund
•	Mid-Cap Growth Index Fund
•	Mid-Cap Value Index Fund
•	Mid-Cap Blend Index Fund
•	Small-Cap Growth Index Fund
•	Small-Cap Value Index Fund
•	Small-Cap Blend Index Fund
•	International Equity Index Fund
Enhanced Index Funds:
•	Enhanced International Equity Index Fund
•	Enhanced Large-Cap Growth Index Fund
•	Enhanced Large-Cap Value Index Fund

Specialty Equity Fund:
•	Social Choice Equity Fund

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  3

• The Real Estate Securities Fund, which invests primarily in equity and fixed- income securities of companies principally engaged in or related to the real estate industry.

• A Balanced Fund that invests primarily in other mutual funds through a “fund of funds” approach:

• Managed Allocation Fund II

• Six Fixed-Income Funds, which invest primarily in fixed-income securities:

• Bond Fund

• Bond Plus Fund II

• High-Yield Fund II

• Inflation-Linked Bond Fund

• Short-Term Bond Fund II

• Tax-Exempt Bond Fund II

• The Money Market Fund, which invests primarily in high-quality, short-term money market instruments.

GENERAL INFORMATION ABOUT THE FUNDS

          This Prospectus describes the Funds, each of which is a separate investment portfolio or mutual fund, and has its own investment objective, investment strategies, restrictions and attendant risks. An investor should consider each Fund separately to determine if it is an appropriate investment. Except for the Tax-Exempt Bond Fund II (as noted below), the investment objective of each Fund, the investment strategies by which it seeks its objective and its non-fundamental investment restrictions may be changed by the Board of Trustees of the Trust (the “Board of Trustees”) without shareholder approval. Certain investment restrictions described in the Statement of Additional Information (“SAI”) are fundamental and may only be changed with shareholder approval.

          The use of a particular index as a Fund’s 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.

          As noted in the investment strategy descriptions below, most of the Funds have a policy of normally investing at least 80% of their assets (net assets, plus the amount of any borrowings for investment purposes) in the particular type of securities implied by their names, including such terms as “index”, and “large-, mid- and small-cap”. However, this 80% policy does not apply to the use of the words “growth” or “value” in the Funds’ names.

          The term “equity securities” means an ownership interest, or the right to acquire an ownership interest, in an issuer. For purposes of the 80% policy of the Funds, the term includes common stocks, preferred stocks, convertible securities, warrants, equity-linked derivatives and other securities which, by their terms, are convertible to common stock. Except for the Tax-Exempt Bond Fund II, shareholders will receive at least 60 days’ prior notice before changes are made to

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the 80% policy. For the Tax-Exempt Bond Fund II, this policy can only be changed by a vote of its shareholders.

          Each 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 avoiding market losses but may otherwise fail to achieve its investment objective.

          The Funds are not appropriate for market timing. You should not invest in the Funds if you are a market timer.

          No one can assure that a Fund will achieve its investment objective and investors should not consider any one Fund to be a complete investment program.

          Please see the Glossary toward the end of the Prospectus for certain defined terms used in the Prospectus.

The Equity Funds

          This Prospectus includes twenty-three Funds that invest primarily in equity securities. There are four subcategories of Equity Funds: Active Equity Funds, Index Funds, Enhanced Index Funds and Specialty Equity Funds.

          Principal Risks of Investing in the Equity Funds

          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. Therefore, the value of an investment in the Funds that hold equity securities may decrease. There is no guarantee that a Fund will meet its investment objective.

          An investment in an Equity Fund, or any Fund’s equity investments, will be subject to the following principal investment risks described below:

• Market Risk—The risk that the price of equity securities may decline in response to general market and economic conditions or events. Accordingly, the value of the equity securities that a Fund holds may decline over short or extended periods of time. Any stock is subject to the risk that the stock market as a whole may decline in value, thereby depressing the stock’s price. Equity markets 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.

• Company Risk (often called Financial Risk)—The risk that the issuer’s earnings prospects and overall financial position will deteriorate, causing a decline in the security’s value over short or extended periods of time.

          Funds that make foreign investments, particularly the International Equity Fund, International Equity Index Fund and Enhanced International Equity Index Fund, are subject to:

• Foreign Investment Risk—The risk of investing in securities of foreign issuers, securities or contracts traded on foreign exchanges or in foreign markets, or securities or contracts payable in foreign currency. Investing in foreign investments entails risks beyond those of domestic investing. These include: (1) changes in currency exchange rates; (2) possible imposition

TIAA-CREF Institutional Mutual Funds §Institutional Class §Prospectus  5

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 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.

          The risks described above often increase 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 securities markets may be very small, share prices may be volatile and difficult to determine. In addition, foreign investors such as the Funds are subject to a variety of special restrictions in many such countries.

          The Funds that are managed according to a growth or value investment style are subject to:

•	Style Risk—Funds that use either a growth investing or a value investing style entail the risk that equity securities representing either style may be out of favor in the marketplace for various periods of time. When this occurs, investors, such as the Funds, holding such securities may experience significant declines in the value of their portfolios.
	The Funds that are managed according to a growth investment style are subject to:
		•	Risks of Growth Investing—Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. For example, the price of a growth stock may experience a larger decline on a forecast of lower earnings, or a negative event or market development, than would a value stock. Because the value of growth companies is often a function of their expected earnings growth, there is a risk that such earnings growth may not occur or cannot be sustained.
			The Funds that are managed according to a value investment style are subject to:
		•	Value Investing Risk—Securities believed to be undervalued are subject to the risks that: (1) the issuer’s potential business prospects are not realized; (2) their potential values are never recognized by the market; and (3) due to unanticipated or unforeseen problems associated with the issuer or industry, they were appropriately priced (or over-priced) when acquired.
The Index Funds and the Enhanced Index Funds are subject to:

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•	Index Risk—The risk that an Index Fund’s performance will not correspond to its benchmark index for any period of time. Although each Index Fund attempts to use as a baseline the investment performance of its respective index, an Index Fund may not duplicate the exact composition of its index. In addition, unlike a mutual fund, the returns of an index are not reduced by investment and other operating expenses, and therefore, the ability of an Index Fund to match the performance of its index, or the ability of an Enhanced Index Fund to enhance its performance relative to that of its index, is adversely affected by the costs of buying and selling investments as well as other expenses. Therefore, none of the Index Funds can guarantee that its performance will match, or in the case of Enhanced Index Funds, exceed its index for any period of time.
Funds that are managed, in whole or in part, according to a quantitative investment methodology are subject to:
•	Quantitative Analysis Risk—The risk that securities selected using quantitative analysis can perform differently from the market as a whole as a result of the factors used in the analysis, the weight placed on each factor and changes in the factor’s historical trends.
Funds that invest in options, futures, swaps and other types of derivative securities, particularly the Enhanced Index Funds, are subject to:
•	Derivatives Risk—The risk that the prices of certain derivatives may not correlate perfectly with the prices of the underlying securities, currencies or other assets being hedged. Derivatives also present the risk of default by the other party to the derivative instrument. A liquid secondary market for over-the-counter derivatives such as options may not be available at a particular time. In addition, unanticipated changes in interest rates, securities prices or currency exchange rates may result in poorer overall performance of a Fund than if it had not entered into any derivatives transactions.

          Funds that invest in mid- and small-cap securities, particularly the Mid-Cap Growth, Mid-Cap Value, Small-Cap Equity, Mid-Cap Growth Index, Mid-Cap Value Index, Mid-Cap Blend Index, Small-Cap Growth Index, Small-Cap Value Index and Small-Cap Blend Index Funds, as well as the Managed Allocation Fund II, are subject to:

• Small-Cap/Mid-Cap Risk—Securities of small and mid-sized companies may experience greater fluctuations in price than the securities of larger companies. They may also have to be sold at a discount from their current market prices or in small lots over an extended period, since they may be harder to sell than larger-cap securities. In addition, such companies may be subject to certain business risks due to their smaller size, limited markets and financial resources, narrow product lines and frequent lack of depth of management.

          No one can assure that a Fund will achieve its investment objective and investors should not consider any one Fund to be a complete investment program. As with all mutual funds, there is a risk that an investor could lose money by investing in a Fund.

TIAA-CREF Institutional Mutual Funds §Institutional Class §Prospectus  7

Active Equity Funds

          Growth Equity Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities. The Fund will invest primarily in equity securities that the Funds’ investment adviser, Teachers Advisors, Inc. (“Advisors”) believes present the opportunity for growth. Generally, these equity securities will be those of large capitalized companies in new and emerging areas of the economy and companies with distinctive products or promising markets. Advisors looks for companies that it believes have the potential for strong earnings or sales growth, or that appear to be mispriced based on current earnings, assets or growth prospects. The Fund may invest in large, well-known, established companies, particularly when Advisors believes that the companies offer new or innovative products, services or processes that may enhance their future earnings. The Fund also seeks to invest in companies expected to benefit from prospective acquisitions, reorganizations, corporate restructurings or other special situations. The Fund may invest up to 20% of its total assets in foreign investments. The Fund may, on occasion, also invest a portion of its assets through quantitative techniques to maintain similar overall financial characteristics to the Fund’s benchmark index, the Russell 1000® Growth Index (Russell 1000 is a trademark and a service mark of the Russell Investment Group). These quantitative techniques, when used, may help Advisors control risk exposures by suggesting security selections that may fill unintended gaps in portfolio construction. Quantitative investment techniques may also be utilized to help the Fund remain fully invested in stocks at all times.

          Principal Investment Risks: The Fund is subject to market risk, company risk, style risk and foreign investment risk. It is also subject to the risks of growth investing. In addition, by focusing on the securities of larger companies, the Fund carries with it the risk that it may have fewer opportunities to identify securities that the market misprices and that these companies may grow more slowly than the economy as a whole or not at all. Further, stocks of companies involved in reorganizations and other special situations can often involve more risk than ordinary securities. Accordingly, the Fund’s performance is often more volatile than the overall stock market, and it could significantly underperform the stock market during any particular period. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who want a favorable long-term total return through capital appreciation but are willing to tolerate fluctuations in value and who want to invest in a fund with a profile similar to the Fund’s benchmark index.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

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          Growth & Income Fund

          Investment Objective: The Fund seeks a favorable long-term total return through both capital appreciation and investment income, primarily from income-producing equity securities.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in income-producing equity securities. The Fund will invest primarily in (1) income-producing equity securities or (2) other securities defined by its benchmark index, the Standard & Poor’s 500 (“S&P 500®”) Index. Advisors seeks to construct a portfolio whose weighted average market capitalization is similar to the Fund’s benchmark index. The Fund focuses on equity securities of larger, well-established, mature growth companies that Advisors believes to be attractively valued, show the potential to appreciate faster than the rest of the market and offer a growing stream of dividend income. Mainly, Advisors looks for companies that are leaders in their respective industries, with sustainable competitive advantages. Advisors also looks for companies with management teams that are dedicated to creating shareholder value. The Fund also may invest in rapidly growing smaller companies and may invest up to 20% of its total assets in foreign investments when Advisors believes these companies offer more attractive investment opportunities. By investing in a combination of equity securities that provide opportunity for capital appreciation and dividend income, the Fund seeks to produce total returns that are in line or above that of the S&P 500® Index. The Fund may, on occasion, also invest a portion of its assets through quantitative techniques to maintain similar overall financial characteristics to the S&P 500® Index. These quantitative techniques, when used, may help Advisors control risk exposures by suggesting security selections that may fill unintended gaps in portfolio construction. Quantitative investment techniques may also be utilized to help the Fund remain fully invested at all times.

          Principal Investment Risks: The Fund is subject to market risk, company risk, style risk and foreign investment risk. It is also subject to the risks of growth investing and the risks associated with investments in stocks paying relatively high dividends. These stocks may significantly underperform other stocks during periods of rapid market appreciation. In addition, by focusing on the securities of larger companies, the Fund may have fewer opportunities to identify securities that the market misprices and these companies may grow more slowly than the economy as a whole or not at all. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who want capital appreciation and income but who also can accept the risk of market fluctuations and who want to invest in a fund with a profile similar to the Fund’s benchmark index.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

TIAA-CREF Institutional Mutual Funds §Institutional Class §Prospectus  9

          International Equity Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of foreign issuers.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities of foreign issuers. The Fund has a policy of maintaining investments of equity securities of foreign issuers in at least three countries other than the United States. Advisors selects individual stocks, and lets the Fund’s country and regional asset allocations evolve from their stock selection. However, the Fund’s sector and country exposure is regularly managed against the Fund’s benchmark index, the Morgan Stanley Capital International EAFE® (Europe, Australasia, Far East) Index (the “MSCI EAFE® Index”), in order to control risk. The Fund may invest in emerging markets to varying degrees, depending on the prevalence of stock specific opportunities. The Fund may sometimes hold a significant amount of stocks of smaller, lesser-known companies.

          Advisors looks for companies of all sizes with:

• sustainable earnings growth;

• focused management with successful track records;

• unique and easy-to-understand franchises (brands);

• stock prices that do not fully reflect the stock’s potential value, based on current earnings, assets, and long-term growth prospects; and

• consistent generation of free cash flow.

          The Fund may, on occasion, also invest a portion of its assets through quantitative techniques to maintain similar overall financial characteristics to the Fund’s benchmark index. These quantitative investment techniques, when used, may help Advisors control risk exposures by suggesting security selections that may fill unintended gaps in portfolio construction. Quantitative investment techniques may also be utilized to help the Fund remain fully invested at all times.

          Principal Investment Risks: The Fund is subject to foreign investment risk (discussed below), market risk and company risk. Foreign investment risks are even more pronounced for investments in issuers located in countries with emerging economies and securities markets. The stock prices of smaller, lesser-known companies may fluctuate more than those of larger companies.

          Investing in foreign investments entails risks beyond those of domestic investing. These include: (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 in 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

10  Prospectus §TIAA-CREF Institutional Mutual Funds §Institutional Class

commissions 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.

          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 securities markets may be very small, share prices may be volatile and difficult to establish. In addition, foreign investors such as the Fund are subject to a variety of special restrictions in many such countries. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who seek high long-term total returns, understand the advantages of diversification across international markets, who are willing to tolerate the greater risks of foreign investments and who want to invest in a fund with a profile similar to the Fund’s benchmark index.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

          Large-Cap Growth Fund

          Investment Objective: The Fund seeks a favorable long-term return, mainly through capital appreciation, primarily from equity securities.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in large-cap equity securities. The Fund will invest primarily in large-cap equity securities that Advisors believes present the opportunity for growth. For purposes of the Fund’s 80% investment policy, “large-cap” securities are securities of issuers with a capitalization equal to or greater than the top 80% of issuers by capitalization within the Russell 1000^® Index at the time of purchase. (Russell 1000^® is a trademark and service mark of the Russell Investment Group.) Generally, these equity securities will be those of large capitalized companies in new and emerging areas of the economy and companies with distinctive products or promising markets. Advisors looks for companies that it believes have the potential for strong earnings or sales growth, or that appear to be mispriced based on current earnings, assets or growth prospects. The Fund may invest in large, well-known, established companies, particularly when Advisors believes that the companies offer new or innovative products, services or processes that may enhance their future earnings. The Fund also seeks to invest in companies expected to benefit from prospective acquisitions, reorganizations, corporate restructurings or other special situations. The Fund may invest up to 20% of its total assets in foreign investments. The Fund may, on occasion, also invest a portion of its assets through quantitative techniques to maintain similar overall financial characteristics to the Fund’s benchmark, the Russell 1000^® Growth Index. These quantitative techniques, when used, may help Advisors control risk exposures by suggesting security selections that may fill unintended gaps in portfolio construction. Quantitative investment techniques may also be utilized to help the Fund remain fully invested in stocks at all times.

          Principal Investment Risks: The Fund is subject to market risk, company risk, style risk and foreign investment risk. It is also subject to the risks of growth investing.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  11

          In addition, by focusing on the securities of larger companies, the Fund carries with it the risk that it may have fewer opportunities to identify securities that the market misprices and that these companies may grow more slowly than the economy as a whole or not at all. Further, stocks of companies involved in reorganizations and other special situations can often involve more risk than ordinary securities. Accordingly, the Fund’s performance is often more volatile than the overall stock market, and it could significantly outperform or underperform the stock market during any particular period. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who want a favorable long-term total return through capital appreciation but are willing to tolerate fluctuations in value and who want to invest in a fund with a profile similar to the Fund’s benchmark index.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

          Large-Cap Value Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of large domestic companies.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in large-cap equity securities. The Fund will invest primarily in equity securities of large domestic companies, as defined by the Fund’s benchmark index (the Russell 1000^® Value Index) that Advisors believes appear undervalued by the market based on an evaluation of their potential worth. For purposes of the Fund’s 80% investment policy, “large-cap” securities are securities of issuers with a capitalization equal to or greater than the top 80% of issuers by capitalization within the Russell 1000^® Index at the time of purchase.

          The Fund uses a variety of comparative valuation criteria to determine whether shares of a particular company might be undervalued, including:

• analyses of historical valuations of the same security;

• valuations of comparable securities in the same sector or the overall market;

• various financial ratios such as stock price-to-book value, stock price-to-earnings, and dividend yield; and

• free cash flow generated by the company.

          The Fund may invest up to 20% of its total assets in foreign investments. The Fund may, on occasion, also invest a portion of its assets through quantitative techniques to maintain similar overall financial characteristics to the Fund’s benchmark index. These quantitative techniques, when used, may help Advisors control risk exposures by suggesting security selections that may fill unintended gaps in portfolio construction. Quantitative investment techniques may also be utilized to help the Fund remain fully invested in stocks at all times.

12  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

          Principal Investment Risks: The Fund is subject to market risk, company risk, style risk and foreign investment risk. It is also subject to the risks of value investing. In addition, by focusing on the securities of larger companies, the Fund carries with it the risk that it may have fewer opportunities to identify securities that the market misprices and that these companies may grow more slowly than the economy as a whole or not at all. Further, stocks of companies involved in reorganizations and other special situations can often involve more risk than ordinary securities. Accordingly, the Fund’s performance is often more volatile than the overall stock market and it could significantly outperform or underperform the stock market during any particular period. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who are looking for long-term total return through capital appreciation using a value investment style and who want to invest in a fund with a profile similar to the Fund’s benchmark index.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

          Mid-Cap Growth Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of medium-sized domestic companies.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in mid-cap equity securities. The Fund will invest primarily in equity securities of medium-sized domestic companies, as defined by the Fund’s benchmark index (the Russell Midcap^® Growth Index), that Advisors believes present the opportunity for growth.

          Advisors looks for equity securities of companies that it believes have prospects for strong earnings or sales growth. The Fund invests in equity securities of companies that are in new and emerging areas of the economy, that have distinctive products or services and that are growing faster than the overall equity market. The Fund may also invest in companies that Advisors believes to be undervalued based on current earnings, assets or growth prospects. These investments could include companies likely to benefit from prospective acquisitions, reorganizations, corporate restructurings or other special situations.

          The Fund also uses proprietary quantitative models to take positions in securities that represent modest deviations from the benchmark index based on relative value, price or potential earnings growth. The Fund may invest up to 20% of its total assets in foreign investments. The Fund may, on occasion, also invest a portion of its assets through quantitative techniques to maintain similar overall financial characteristics to the Fund’s benchmark index. These quantitative techniques, when used, may help Advisors control risk exposures by suggesting security selections that may fill unintended gaps in portfolio construction. Quantitative investment techniques may also be utilized to help the Fund remain fully invested in stocks at all times.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  13

          Principal Investment Risks: The Fund is subject to market risk, company risk, foreign investment risk and mid-cap risk. The Fund also is subject to style risk and the risks of growth investing. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who desire capital appreciation and seek additional exposure to medium-sized domestic companies through a growth investment style and who want to invest in a fund with a profile similar to the Fund’s benchmark index.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

          Mid-Cap Value Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of medium-sized domestic companies.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in mid-cap equity securities. The Fund will invest primarily in equity securities of medium-sized domestic companies, as defined by the Fund’s benchmark index (the Russell Midcap^® Value Index), that Advisors believes appear undervalued by the market based on an evaluation of their potential worth.

          The Fund uses a variety of comparative valuation criteria to determine whether shares of a particular company might be undervalued, including:

• analyses of historical valuations of the same security;

• valuations of comparable securities in the same sector or the overall market;

• various financial ratios such as stock price-to-book value, stock price-to-earnings, and dividend yield; and

• free cash flow generated by the company.

          The Fund may invest up to 20% of its total assets in foreign investments. The Fund may, on occasion, also invest a portion of its assets through quantitative techniques to maintain similar overall financial characteristics to the Fund’s benchmark index. These quantitative techniques, when used, may help Advisors control risk exposures by suggesting security selections that may fill unintended gaps in portfolio construction. Quantitative investment techniques may also be utilized to help the Fund remain fully invested in stocks at all times.

          Principal Investment Risks: The Fund is subject to market risk, company risk, mid-cap risk, and foreign investment risk. In addition, the Fund is subject to style risk and the risks of value investing. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who desire capital appreciation and seek additional exposure to medium-sized domestic companies through a value investment style, and who want to invest in a fund with a profile similar to the Fund’s benchmark index.

14  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

          Small-Cap Equity Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of smaller domestic companies.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in small-cap equity securities. The Fund will invest primarily in equity securities of smaller domestic companies across a wide range of sectors, growth rates and valuations, that appear to have favorable prospects for significant long-term capital appreciation.

          The Fund seeks to add incremental return over its stated benchmark index, the Russell 2000^® Index, while also managing the relative risk of the Fund versus its benchmark index. The Fund uses proprietary quantitative models based on financial and investment theories to evaluate and score a broad universe of stocks in which the Fund invests. These models typically weigh many different variables, including:

•	the valuation of the individual stock versus the market or its peers;
•	future earnings and sustainable growth prospects; and
•	the price and volume trends of the stock.
The score is used to form the portfolio, along with the following additional inputs:
•	weightings of the stock, and its corresponding sector, in the benchmark;
•	correlations between the performance of the stocks in the universe; and
•	trading costs.

          The overall goal is to build a portfolio of stocks that outperform the Fund’s stated benchmark index, while also managing the relative risk of the Fund versus its benchmark index.

          The Fund’s strategy is based upon Advisors’ understanding of the interplay of market factors and does not assure successful investment. The markets or the prices of individual securities may be affected by factors not taken into account in Advisors’ analysis.

          Principal Investment Risks: The Fund is subject to market risk, company risk and small-cap risk. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who desire capital appreciation and who are comfortable with the risks of investing in small domestic companies.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  15

Index Funds

          Each of the Index Funds seeks a favorable long-term total return from a diversified portfolio of equity securities selected to track the various U.S. or foreign markets of publicly-traded stocks, as represented by a broad stock market index. Each of the Index Funds has a policy of investing, under normal circumstances, at least 80% of its net assets in securities of its respective benchmark index and, as applicable, in large-, mid- and small-cap securities. For purposes of the 80% investment policy, “large-cap” securities are securities of issuers with a capitalization equal to or greater than the top 80% of issuers by capitalization within the Russell 1000^® Index at the time of purchase. The Index Funds may use a sampling approach to create a portfolio that closely matches the overall investment characteristics (for example, market capitalization and industry weightings of securities) of its index without investing in all of the stocks in the index. Each of the Index Funds is described below.

          Principal Investment Strategy: Each Index Fund is designed to track various U.S. or foreign equity markets as a whole or a segment of these markets. Each Fund primarily invests its net assets in equity securities selected to track a designated broad stock market index. Because the return of an index is not reduced by investment and other operating expenses, a Fund’s ability to match its index is negatively affected by the costs of buying and selling securities as well as other expenses. The use of a particular index by an Index Fund is not a fundamental policy of the Fund and may be changed without shareholder approval.

          Principal Investment Risks: Generally, the Index Funds are subject to the same risks as the Equity Funds noted above. In particular, each Index Fund is subject to market and index risk as well as company risk. Although each Index Fund attempts to closely track the investment performance of its index, it does not duplicate the composition of the index and is subject to certain investment and operating expenses, which the index does not have. Therefore, none of the Index Funds can guarantee that its performance will match its index for any period of time. As with any mutual fund, you can lose money by investing in any of the Index Funds.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

          Who May Want to Invest: Each of the Index Funds may be appropriate for investors who seek a mutual fund with investment performance that attempts to closely track the performance of its designated index.

          The index for each Index Fund is shown in the table below. These indices are described in detail below in “More About Benchmarks and Other Indices.”

16  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

Index Fund	Index
Large-Cap Growth Index Fund	Russell 1000® Growth Index
Large-Cap Value Index Fund	Russell 1000® Value Index
Equity Index Fund	Russell 3000® Index
S&P 500 Index Fund	S&P 500® Index
Mid-Cap Growth Index Fund	Russell Midcap® Growth Index
Mid-Cap Value Index Fund	Russell Midcap® Value Index
Mid-Cap Blend Index Fund	Russell Midcap® Index
Small-Cap Growth Index Fund	Russell 2000® Growth Index
Small-Cap Value Index Fund	Russell 2000® Value Index
Small-Cap Blend Index Fund	Russell 2000® Index
International Equity Index Fund	MSCI EAFE® Index

          Large-Cap Growth Index Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of equity securities of large domestic growth companies based on a market index.

          Fund Benchmark: Russell 1000^® Growth Index.

          Additional Principal Investment Risks: In addition to the investment risks applicable to all of the Index Funds, the Large-Cap Growth Index Fund is subject to style risk and the risks associated with growth investing.

          Large-Cap Value Index Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of equity securities of large domestic value companies based on a market index.

          Fund Benchmark: Russell 1000^® Value Index.

          Additional Principal Investment Risks: In addition to the investment risks applicable to all of the Index Funds, the Large-Cap Value Index Fund is subject to style risk and the risks associated with value investing.

          Equity Index Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly from capital appreciation, by investing primarily in a portfolio of equity securities selected to track the overall U.S. equity markets based on a market index.

          Fund Benchmark: Russell 3000^® Index.

          Additional Principal Investment Risks: In addition to the investment risks applicable to all of the Index Funds, because a small portion of the Fund’s index is comprised of smaller, lesser-known companies, the Fund is subject to small- and mid-cap risk. The prices of equity securities of smaller, lesser-known companies, which make up a small portion of the index, may fluctuate more than those of larger companies because smaller companies may depend on narrow product lines, have limited operating histories and lack management depth. Such securities also may be thinly-traded.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  17

          S&P 500 Index Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of equity securities of large domestic companies selected to track U.S. equity markets based on a market index.

          Fund Benchmark: S&P 500^® Index.

          Additional Principal Investment Risks: In addition to the investment risks applicable to all of the Index Funds, an investment in securities of larger companies carries with it the risk that the company (and its earnings) may grow more slowly than the economy as a whole, or not at all. Also, larger companies may fall out of favor with the investing public for reasons unrelated to their businesses or economic fundamentals.

          Mid-Cap Growth Index Fund

          Investment Objective: The Fund seeks a favorable long-term return, mainly through capital appreciation, by investing primarily in a portfolio of equity securities of medium-sized domestic growth companies based on a market index.

          Fund Benchmark: Russell Midcap^® Growth Index.

          Additional Principal Investment Risks: In addition to the investment risks applicable to all of the Index Funds, the Mid-Cap Growth Index Fund is subject to style risk, the risks associated with growth investing and mid-cap risk.

          Mid-Cap Value Index Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of equity securities of medium-sized domestic value companies based on a market index.

          Fund Benchmark: Russell Midcap^® Value Index.

          Additional Principal Investment Risks: In addition to the investment risks applicable to all of the Index Funds, the Mid-Cap Value Index Fund is subject to style risk, the risks of value investing and mid-cap risk.

          Mid-Cap Blend Index Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a very broad portfolio of equity securities of medium-sized domestic companies based on a market index.

          Fund Benchmark: Russell Midcap^® Index.

          Additional Principal Investment Risks: In addition to the investment risks applicable to all of the Index Funds, the Mid-Cap Blend Index Fund is subject to mid-cap risk.

          Small-Cap Growth Index Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of equity securities of smaller domestic growth companies based on a market index.

18  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

          Fund Benchmark: Russell 2000^® Growth Index.

          Additional Principal Investment Risks: In addition to the investment risks applicable to all of the Index Funds, the Small-Cap Growth Index Fund is subject to style risk. It is subject to the risks associated with growth investing and small-cap risk. The Fund is also exposed to the risks of investing in equity securities of smaller companies.

          Small-Cap Value Index Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of equity securities of smaller domestic value companies based on a market index.

          Fund Benchmark: Russell 2000^® Value Index.

          Additional Principal Investment Risks: In addition to the investment risks applicable to all of the Index Funds, the Small-Cap Value Index Fund is subject to style risk, the risks of value investing and small-cap risk. The Fund is also exposed to the risks of investing in equity securities of smaller companies.

          Small-Cap Blend Index Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of equity securities in smaller domestic companies based on a market index.

          Fund Benchmark: Russell 2000^® Index.

          Additional Principal Investment Risks: In addition to the investment risks applicable to all of the Index Funds, the Small-Cap Blend Index Fund is subject to small-cap risk.

          International Equity Index Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of foreign equity investments based on a market index.

          Fund Benchmark: MSCI EAFE^® Index.

          Additional Principal Investment Risks: In addition to the investment risks applicable to all of the Index Funds, the International Equity Index Fund is subject to foreign investment risk. These risks are even more pronounced for investments in issuers located in countries with emerging economies and securities markets. The Fund may sometimes hold a significant amount of stocks of smaller, lesser-known companies whose stock prices may fluctuate more than those of larger companies.

          Investing in securities traded on foreign exchanges or in foreign markets can involve risks beyond those of domestic investing. These include: (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 in interpreting it because of foreign regulations and accounting standards; (6) lower liquidity and

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus 19

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 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.

          The risks noted above often increase 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 securities markets may be very small, share prices may be volatile and difficult to establish. In addition, foreign investors such as the Fund are subject to a variety of special restrictions in many emerging countries.

          Enhanced Index Funds

          Enhanced International Equity Index Fund

          Investment Objective: The Fund seeks a long-term total return, mainly through capital appreciation, primarily from equity securities of foreign issuers.

          Principal Investment Strategies: The Fund follows an enhanced index management strategy. Advisors actively uses quantitative analysis to attempt to enhance the Fund’s performance relative to the Fund’s benchmark index, while retaining a similar risk profile, instead of passively holding a representative basket of securities designed to match the index. The Fund’s benchmark index is the MSCI EAFE^® Index. Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities of foreign issuers included in the MSCI EAFE^® Index at the time of purchase, but not necessarily at index weightings. The Fund has a policy of maintaining investments of equity securities of foreign issuers in at least three countries other than the United States.

          Enhanced index strategies employ quantitative modeling techniques for stock selection, country allocation and portfolio construction. With enhanced indexing, the Fund may use several different investment techniques to build a portfolio of stocks that is structured to resemble and share the risk characteristics of the Fund’s benchmark index, while also seeking to outperform the benchmark index. Enhanced indexing is designed so that the Fund diverges from its benchmark index more than a pure indexing strategy would with the goal of outperforming its benchmark index.

          Under these quantitative modeling techniques, a number of variables related to individual stocks are evaluated to select a broadly diversified group of stocks that may have the potential to provide a higher total return than that of the benchmark index, the MSCI EAFE^® Index. The Fund uses a proprietary, quantitative stock scoring model based on financial and investment theories, along with other inputs described below, to evaluate and score a broad universe of stocks in which the Fund invests. This stock scoring model typically weighs many different factors, including:

• The historical valuation of the individual stock versus the market or its peers;

• Future earnings and sustainable growth prospects of the issuer;

20  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

	•	Profitability of the issuer; and
	•	The price and volume trends of the stock.
The resulting score is used to construct the Fund’s portfolio, along with the following inputs:
	•	Weightings of the stock, and its corresponding sector, in the benchmark;
	•	Performance attribution and feedback, including correlations between the performance of the stocks in the universe; and
	•	Trading costs.

          Advisors will generally attempt to overweight securities (relative to the benchmark) that score high in the stock selection screening process and to either not hold or underweight securities that score low in the screening process. The Fund may also purchase and sell swaps and other equity derivatives to carry out the Fund’s investment strategies. The overall goal is to build a portfolio of stocks and other equity investments that seeks to provide a higher total return than that of the Fund’s benchmark index while effectively managing benchmark relative risks.

          The Fund’s strategy is based upon Advisors’ understanding of the interplay of market factors and does not assure successful investment. The markets or the process of selecting individual securities may be affected by factors not taken into account in Advisors’ analysis.

          Principal Investment Risks: The Fund is subject to foreign investment risk (discussed below), market risk and company risk. The Fund is also subject to derivatives risk, quantitative analysis risk and index risk. These risks are even more pronounced for investments in issuers located in countries with emerging economies and securities markets. The stock prices of smaller, lesser-known companies may fluctuate more than those of larger companies.

          Foreign investment risk is the risk of investing in securities of foreign issuers, securities or contracts traded on foreign exchanges or in foreign markets, or securities or contracts payable in foreign currency. Investing in foreign investments entails risks beyond those of domestic investing. These risks include: (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 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.

          The foreign investment risks described above often increase in countries with emerging markets. For example, these countries may have more unstable

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus 21

governments than developed countries, and their economies may be based on only a few industries. Because their securities markets may be very small, share prices may be volatile and difficult to determine. In addition, foreign investors such as the Fund are subject to a variety of special restrictions in many such countries. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who seek long-term total returns, understand the advantages of diversification across international markets, are willing to tolerate the greater risks of foreign investments and want to invest in an enhanced index fund that seeks higher performance than the Fund’s benchmark index while delivering a controlled risk profile.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

          Enhanced Large-Cap Growth Index Fund

          Investment Objective: The Fund seeks a long-term total return, mainly through capital appreciation, primarily from equity securities of large domestic companies.

          Principal Investment Strategies: The Fund follows an enhanced index management strategy. Advisors actively uses quantitative analysis to attempt to enhance the Fund’s performance relative to the benchmark index, while retaining a similar risk profile, instead of passively holding a representative basket of securities designed to match the index. The Fund’s benchmark index is the Russell 1000^® Growth Index. Under normal circumstances, the Fund invests at least 80% of its net assets in large-cap equity securities of issuers included in the Russell 1000^® Growth Index at the time of purchase, but not necessarily at index weightings. (Russell 1000^® is a trademark and service mark of the Russell Investment Group.) For purposes of the 80% test, “large-cap” securities are securities of issuers with a capitalization equal to or greater than the top 80% of issuers by capitalization within the Russell 1000^® Index at the time of purchase. Generally, these equity securities will be those of large capitalization companies in new and emerging areas of the economy and companies with distinctive products or promising markets.

          Enhanced index strategies employ quantitative modeling techniques for both stock selection and portfolio construction. With enhanced indexing, the Fund may use several different investment techniques to build a portfolio of stocks that is structured to resemble and share the risk characteristics of the Fund’s benchmark index, while also seeking to outperform the benchmark index. Enhanced indexing is designed so that the Fund diverges from its benchmark index more than a pure indexing strategy with the goal of outperforming its benchmark index.

          Under these quantitative modeling techniques, a number of variables related to individual stocks are evaluated to select a broadly diversified group of stocks that may have the potential to provide a higher total return than that of the benchmark index, the Russell 1000^® Growth Index. The Fund uses a proprietary, quantitative stock scoring model based on financial and investment theories, along with other inputs

22  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

described below, to evaluate and score a broad universe of stocks in which the Fund invests. This stock scoring model typically weighs many different factors, including:

	•	The historical valuation of the individual stock versus the market or its peers;
	•	Future earnings and sustainable growth prospects of the issuer;
	•	Profitability of the issuer; and
	•	The price and volume trends of the stock.
The resulting score is used to construct the Fund’s portfolio, along with the following inputs:
	•	Weightings of the stock, and its corresponding sector, in the benchmark;
	•	Performance attribution and feedback, including correlations between the performance of the stocks in the universe; and
	•	Trading costs.

          Advisors will generally attempt to overweight securities (relative to the benchmark) that score high in the stock selection screening process and to either not hold or underweight securities that score low in the screening process. The Fund may also purchase and sell swaps and other equity derivatives to carry out the Fund’s investment strategies. The overall goal is to build a portfolio of stocks and other equity investments that seeks to provide a higher total return than that of the Fund’s benchmark index while effectively managing benchmark relative risks.

          The Fund’s strategy is based upon Advisors’ understanding of the interplay of market factors and does not assure successful investment. The markets or the process of selecting individual securities may be affected by factors not taken into account in Advisors’ analysis.

          Principal Investment Risks: The Fund is subject to market risk, company risk, style risk and foreign investment risk. It is also subject to derivatives risk, quantitative analysis risk, index risk and the risks of growth investing.

          In addition, by focusing on the securities of larger companies, the Fund carries with it the risk that it may have fewer opportunities to identify securities that the market misprices and that these companies may grow more slowly than the economy as a whole or not at all. Further, stocks of companies involved in reorganizations and other special situations can often involve more risk than ordinary securities. Accordingly, the Fund’s performance is often more volatile than the overall stock market, and it could significantly outperform or underperform the stock market during any particular period. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who seek long-term total return through capital appreciation but are willing to tolerate fluctuations in value and who want to invest in an enhanced index fund that seeks higher performance than the Fund’s benchmark index while delivering a controlled risk profile.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  23

          Enhanced Large-Cap Value Index Fund

          Investment Objective: The Fund seeks a long-term total return, mainly through capital appreciation, primarily from equity securities of large domestic companies.

          Principal Investment Strategies: The Fund follows an enhanced index management strategy. Advisors actively uses quantitative analysis to attempt to enhance the Fund’s performance relative to the benchmark index, while retaining a similar risk profile, instead of passively holding a representative basket of securities designed to match the index. The Fund’s benchmark index is the Russell 1000^® Value Index. Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities of large domestic companies included in the Russell 1000^® Value Index at the time of purchase, but not necessarily at index weightings. (Russell 1000^® is a trademark and service mark of the Russell Investment Group.) For purposes of the 80% test, “large-cap” securities are securities of issuers with a capitalization equal to or greater than the top 80% of issuers by capitalization within the Russell 1000^® Index at the time of purchase.

          Enhanced index strategies employ quantitative modeling techniques for both stock selection and portfolio construction. With enhanced indexing, the Fund may use several different investment techniques to build a portfolio of stocks that is structured to resemble and share the risk characteristics of the Fund’s benchmark index, while also seeking to outperform the benchmark index. Enhanced indexing is designed so that the Fund diverges from its benchmark index more than a pure indexing strategy with the goal of outperforming its benchmark index.

          Under these quantitative modeling techniques, a number of variables related to individual stocks are evaluated to select a broadly diversified group of stocks that may have the potential to provide a higher total return than that of the benchmark index, the Russell 1000^® Value Index. The Fund uses a proprietary, quantitative stock scoring model based on financial and investment theories, along with other inputs described below, to evaluate and score a broad universe of stocks in which the Fund invests. This stock scoring model typically weighs many different factors, including:

	•	The historical valuation of the individual stock versus the market or its peers;
	•	Future earnings and sustainable growth prospects of the issuer;
	•	Profitability of the issuer; and
	•	The price and volume trends of the stock.
The resulting score is used to construct the Fund’s portfolio, along with the following inputs:
	•	Weightings of the stock, and its corresponding sector, in the benchmark;
	•	Performance attribution and feedback, including correlations between the performance of the stocks in the universe; and
	•	Trading costs.

          Advisors will generally attempt to overweight securities (relative to the benchmark) that score high in the stock selection screening process and to either not hold or underweight securities that score low in the screening process.

24  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

          The Fund may also purchase and sell swaps and other equity derivatives to carry out the Fund’s investment strategies. The overall goal is to build a portfolio of stocks and other equity investments that seeks to provide a higher total return than that of the Fund’s benchmark index while effectively managing benchmark relative risks.

          The Fund’s strategy is based upon Advisors’ understanding of the interplay of market factors and does not assure successful investment. The markets or the process of selecting individual securities may be affected by factors not taken into account in Advisors’ analysis.

          Principal Investment Risks: The Fund is subject to market risk, company risk, style risk and foreign investment risk. It is also subject to derivatives risk, quantitative analysis risk, index risk and the risks of value investing.

          In addition, by focusing on the securities of larger companies, the Fund carries with it the risk that it may have fewer opportunities to identify securities that the market misprices and that these companies may grow more slowly than the economy as a whole or not at all. Further, stocks of companies involved in reorganizations and other special situations can often involve more risk than ordinary securities. Accordingly, the Fund’s performance is often more volatile than the overall stock market, and it could significantly outperform or underperform the stock market during any particular period. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who seek long-term total return through capital appreciation using a value investment style and who want to invest in an enhanced index fund that seeks higher performance than the Fund’s benchmark index while delivering a controlled risk profile.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

Specialty Equity Fund

          This Prospectus includes the following Specialty Equity Fund: the Social Choice Equity Fund.

          Social Choice Equity Fund

          Investment Objective: The Fund seeks a favorable long-term total return that reflects the investment performance of the overall U.S. stock market while giving special consideration to certain social criteria.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities. The Fund will invest primarily in equity securities that meet its social criteria. The Fund attempts to track the return of the U.S. stock market as represented by the Russell 3000^® Index, while investing only in companies whose activities are consistent with the Fund’s social criteria. It does this by investing in companies included in the KLD Research & Analytics, Inc. (“KLD”) Broad Market Social Index^SM (the “KLD BMS

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  25

Index”),¹ which is a subset of companies in the Russell 3000^® Index screened to favor companies that meet or exceed the environmental, social and governance criteria described below.

          Companies that are currently excluded from the KLD BMS Index include:

• Companies that derive any revenues from the manufacture of alcohol or tobacco products, and retailers that derive significant revenues from the sale of alcohol or tobacco;

• Companies that derive any revenues from gambling;

• Companies that derive any revenue from the manufacture of firearms and/or ammunition, and retailers that derive significant revenues from the sale of firearms and/or ammunition;

• Companies that derive significant revenues from the production of military weapons; and

• Electric utilities that own interests in nuclear power plants.

          The remaining companies are then evaluated for their records in certain qualitative areas. Concerns in one area do not automatically eliminate the company from the KLD BMS Index. Instead, KLD bases its screening decisions both on the company’s social performance in these areas relative to its industry peers, and the general social and environmental impact of the industries to which each company belongs. The following are some of the principal social criteria that KLD currently considers when selecting companies for inclusion in the KLD BMS Index:

• Safe and useful products, including a company’s record with respect to product safety, marketing practices, commitment to quality and research and development;

• Employee relations, including a company’s record with respect to labor matters, workplace safety, employee benefit programs and meaningful participation in company profits either through stock purchase or profit sharing plans;

1	The Social Choice Equity Fund is not promoted, sponsored or endorsed by, or in any way affiliated with KLD. KLD is not responsible for and has not reviewed the Fund, nor any associated literature or publications and it makes no representation or warranty, express or implied, as to their accuracy, or completeness, or otherwise.
	KLD’s publication of the KLD Indices in no way suggests or implies an opinion by it as to the attractiveness or appropriateness of investment in any or all securities upon which the KLD Indices are based. KLD makes no express or implied warranty, and expressly disclaims any warranty, of any kind, including without limitation, any warranty of merchantability or fitness for a particular purpose with respect to the KLD Indices or any data or any security (or combination thereof) included therein.
	The KLD BMS IndexSM is derived from the constituents of the Russell 3000® Index. The Russell 3000® Index is a trademark/service mark of the Russell Investment Group (“RIG”). The use of the Russell 3000® Index as the universe for the KLD BMS Index in no way suggests or implies an opinion by RIG as to the attractiveness of the KLD BMS Index or of the investment in any or all of the securities upon which the Russell Indices or KLD Indices are based.

26  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

• Human rights, including relations with indigenous peoples, non-U.S. labor relations, and operations in countries that KLD considers to have widespread and well-documented labor rights abuses;

• Corporate citizenship, including a company’s record with respect to philanthropic activities, community relations and impact of operations on communities;

• Corporate governance, including executive compensation, tax disputes and accounting practices;

• Environmental performance, including a company’s record with respect to fines or penalties, waste disposal, toxic emissions, efforts in waste reduction and emissions reduction, recycling and environmentally beneficial fuels, products and services; and

• Diversity, including a company’s record with respect to promotion of women and minorities, equal employment opportunities, family friendly employee benefits and contracts with women and minority suppliers.

          The KLD BMS Index is reconstituted once a year based on an updated list of the companies comprising the Russell 3000^® Index. As of December 31, 2007 the KLD BMS Index was comprised of approximately 2,093 companies in the Russell 3000^® Index that passed certain exclusionary and qualitative screens.

          The Fund may invest in U.S. Government securities and in securities issued by foreign governments or their agencies or instrumentalities as approved by the Corporate Governance and Social Responsibility Committee of the Board of Trustees. The Fund may invest up to 15% of its total assets in foreign investments.

          Principal Investment Risks: The Fund is subject to market risk, company risk, foreign investment risk and index risk. In addition, because its social criteria exclude securities of certain issuers for non-financial reasons, this Fund may forgo some market opportunities available to Funds that don’t use these criteria. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who seek a broadly-based equity investment that excludes companies based on certain social criteria.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

Real Estate Securities Fund

          Real Estate Securities Fund

          Investment Objective: The Fund seeks to obtain a favorable long-term total return through both capital appreciation and current income, by investing primarily in equity and fixed-income securities of companies principally engaged in or related to the real estate industry.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in the equity and fixed-income securities of companies that are principally engaged in or related to the real estate industry (“real

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  27

estate securities”), including those that own significant real estate assets, such as real estate investment trusts (“REITs”). The Fund is actively managed using a research-oriented process with a focus on cash flows, asset values and Advisors’ belief in management’s ability to increase shareholder value. The Fund does not invest directly in real estate. The Fund concentrates its investments in the real estate industry.

          An issuer is principally “engaged in” or principally “related to” the real estate industry if at least 50% of its total assets, gross income or net profits are attributable to ownership, construction, management or sale of residential, commercial or industrial real estate, or to products or services related to the real estate industry. The Fund typically invests in securities issued by equity REITs (which directly own real estate), mortgage REITs (which make short-term construction or real estate development loans or invest in long-term mortgages or mortgage pools), real estate brokers and developers, homebuilders, companies that manage real estate and companies that own substantial amounts of real estate. Businesses related to the real estate industry include manufacturers and distributors of building supplies and financial institutions that make or service mortgage loans.

          The Fund also may invest up to 15% of its total assets in real estate securities of foreign issuers and up to 20% of its total assets in equity (including preferred stock) and debt securities of issuers that are not engaged in or related to the real estate industry. The benchmark index for the Fund is the Dow Jones Wilshire Real Estate Securities Index.

          Principal Investment Risks: The Fund is subject to the risks of real estate investing described below. It is also subject to market risk, foreign investment risk and company risk, as described under “Principal Risks of Investing in the Equity Funds” above, and interest rate risk and income risk, as described under “Principal Risks of Investing in the Fixed-Income Funds” below. Further, because the Fund concentrates its investments in only one industry and holds securities of relatively few issuers, the value of its portfolio is likely to experience greater fluctuations and may be subject to a greater risk of loss than those of other mutual funds.

          There are significant risks inherent in the investment objective and strategies of the Real Estate Securities Fund. Because of its objective of investing in, among other things, the securities of companies that own, construct, manage or sell residential, commercial or industrial real estate, it is subject to all of the risks associated with the ownership of real estate. These risks include, among others: declines in the value of real estate, negative changes in the climate for real estate, risks related to general and local economic conditions, over-building and increased competition, decreases in property revenues, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants, leveraging of interests in real estate, increases in prevailing interest rates, and costs resulting from the clean-up of environmental problems. Because of its objective of investing in the securities of issuers whose products and services are engaged in or related to the real estate industry, it is subject to the risk that the value of such securities will be negatively affected by one or more of these risks.

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          In addition to these risks, equity REITs may be affected by changes in the value of the underlying property of the trusts, while mortgage REITs may be affected by changes in the quality of any credit extended. Both equity and mortgage REITs are dependent upon management skill and may not be diversified. REITs are also subject to heavy cash flow dependency, defaults by borrowers, self-liquidation and the possibility of failing to qualify for special tax treatment under the Internal Revenue Code of 1986, as amended (the “Code”) or failing to meet other applicable regulatory requirements. Finally, certain REITs may be self-liquidating, meaning that a specific term of existence is provided for in their trust documents. In acquiring the securities of REITs, the Fund runs the risk that it could sell such securities at an inopportune time.

          The Fund is also exposed to the risks associated with investing in the securities of smaller companies, as companies in the real estate industry are often smaller, lesser-known companies. These securities may fluctuate in value more than those of larger companies because some smaller companies may depend on narrow product lines, have limited track records, lack depth of management or have thinly-traded securities.

          No one can assure that a Fund will achieve its investment objective and investors should not consider any one Fund to be a complete investment program. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who want capital appreciation and income, who are looking to diversify their investments by investing in real estate securities, and who are willing to accept the risk of investing in real estate securities.

          Please see “Principal Risks of Investing in the Equity Funds” above and “Principal Risks of Investing in the Fixed-Income Funds” below for more information.

Balanced Fund

          This Prospectus includes the following Balanced Fund: Managed Allocation Fund II.

          Managed Allocation Fund II

          Investment Objective: The Fund seeks favorable returns that reflect the broad investment performance of the financial markets through capital appreciation and investment income. The Fund will pursue this goal through a “fund of funds” approach, whereby the Fund will make investments primarily in other mutual funds.

          Principal Investment Strategy: The Fund may invest in shares of underlying funds such as: (1) the Trust’s other investment funds; and (2) other mutual funds or other permissible investment pools or products that may be selected by the Board of Trustees from time to time. The Managed Allocation Fund II may invest in underlying funds or products other than those listed above at any time in the future without obtaining shareholder approval. These additional underlying funds or products may have different investment objectives and styles from those currently held by the Fund and may change the risk profile of the Fund. The Fund

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  29

will notify you where the addition of underlying funds or products would have a material effect on the composition of the Fund’s investment portfolio.

          Generally, the Fund will seek to meet its investment objective by investing: (1) approximately 60% of its net assets in equity funds including up to 5% of its net assets in real estate funds; and (2) approximately 40% of its net assets in fixed-income funds.

          The Fund currently intends to invest in the following equity funds:

• Large-Cap Growth Fund, which invests primarily in a diversified portfolio of common stocks that Advisors believes present the opportunity for growth, such as stocks of large-cap companies in new and emerging areas of the economy and companies with distinctive products or promising markets.

• International Equity Fund, which invests primarily in a broadly diversified portfolio of foreign equity investments.

• Large-Cap Value Fund, which invests primarily in equity securities of large domestic companies that Advisors believes appear undervalued by the market based on a evaluation of their potential worth.

• Small-Cap Equity Fund, which invests primarily in equity securities of smaller domestic companies across a wide range of sectors, growth rates and valuations that appear to have favorable prospects for significant long-term capital appreciation.

• Growth & Income Fund, which invests primarily in a broadly diversified portfolio of income-producing equity securities selected for their investment potential.

          For the real estate securities component of its asset allocation strategy, the Managed Allocation Fund II currently intends to invest in the Real Estate Securities Fund, which invests primarily in the equity and fixed-income securities of companies that are principally engaged in or related to the real estate industry, including those that own significant real estate assets, such as REITs.

          The Fund currently intends to invest in the following fixed-income funds:

• Bond Plus Fund II, which divides its portfolio into two segments, one of which invests in a broad range of investment-grade debt securities, and the other of which seeks enhanced returns through investments in illiquid or non-investment-grade securities.

• Short-Term Bond Fund II, which invests primarily in a broad range of U.S. Treasury and agency securities, and corporate bonds with maturities from 1–5 years.

• High-Yield Fund II, which invests primarily in lower-rated, higher-yielding fixed-income securities, such as domestic and foreign corporate bonds, debentures, loans and notes, as well as convertible securities and preferred stocks.

• Inflation-Linked Bond Fund, which invests primarily in inflation-linked bonds—fixed-income securities whose returns are designed to track a specified inflation index over the life of the security.

          As a result of its investments in the underlying funds, the Managed Allocation Fund II’s returns will reflect investments in a mix of domestic stocks of companies of all sizes, foreign equities, real estate securities and a variety of domestic and foreign

30  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

fixed-income instruments of private and governmental issuers of varying maturities and credit qualities. To maintain an appropriate allocation among the underlying funds, the Fund monitors the foreign and domestic equity markets, as well as overall financial and economic conditions. If Advisors believes that the relative attractiveness of the markets in which the equity and fixed-income funds are invested changes, it can adjust the percentage of investments in these underlying funds up or down by up to 5%. At any given time the Fund plans on holding between 0 to 5% of its net assets in real estate funds. The Fund’s benchmark is a composite comprised of the benchmarks of each underlying fund based on the Fund’s allocations.

          The composition of the Fund’s fixed-income portion will vary depending on the shape of the yield curve. This means that when there is not much difference between the yield on short-term and long-term bonds, the Fund will increase its investments in the Short-Term Bond Fund II. The Fund will have less than 5% of assets in the High-Yield Fund II.

          The Fund might sometimes be even more heavily weighted toward equities or fixed-income, if Advisors believes market conditions warrant. For example, the Fund might increase its holdings in fixed-income funds in periods when Advisors believes equity markets will decline.

          For flexibility in meeting redemptions, expenses and the timing of new investments, and as a short-term defense during periods of unusual volatility, the Fund can also invest in government securities (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)), short-term paper or shares of the Money Market Fund. For temporary defensive purposes, the Managed Allocation Fund II may invest without limitation in such securities. The Fund cannot guarantee that this strategy will be successful.

          Principal Investment Risks: The Fund shares the risks associated with the types of securities held by each of the underlying funds in which it invests, including market risk, company risk, foreign investment risk, interest rate risk, credit risk, call risk and prepayment and extension risk. Interest rate, credit, call and prepayment and extension risks are described in “Principal Risks of Investing in the Fixed-Income Funds” below. The extent to which the investment performance and risks associated with the Fund corresponds to those of a particular underlying fund depends upon the extent to which the Fund’s assets are allocated for investment among the underlying funds and such allocations may vary from time to time.

          The Fund is also subject to risks associated with the allocation of its assets among underlying funds. The Fund’s performance depends upon how its assets are allocated and reallocated between underlying funds in accordance with the ranges described above. However, there is no guarantee that such allocation and reallocation decisions will produce the desired results. It is possible that the Fund’s portfolio managers will focus on an underlying fund that performs poorly or underperforms other underlying funds under various market conditions. Investors could lose money as a result of these allocation decisions. Additionally, the Fund is subject to underlying fund risks as the ability of the Fund to achieve its investment objective will depend upon the ability of the underlying funds to

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  31

achieve their investment objectives. There can be no guarantee that any underlying fund will achieve its investment objective.

          It is possible that the interests of the Managed Allocation Fund II could diverge from the interests of one or more of the underlying funds in which it invests. That could create a conflict of interest between the Managed Allocation Fund II and its underlying funds, in which case it could be difficult for the trustees of the Trust to fulfill their fiduciary duties to each fund, since they oversee both the Fund and the underlying funds. The Board of Trustees believes it has structured each Fund to avoid these concerns. However, it is still possible that proper action for the Managed Allocation Fund II could sometimes hurt the interests of an underlying fund, or vice versa. If that happens, Advisors and the Board of Trustees will carefully analyze the situation and take all steps they believe reasonable to minimize and, where possible, eliminate the potential conflict. Advisors and the Board of Trustees will, in any case, closely and continuously monitor each Fund’s investments to avoid these concerns as much as possible. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who prefer to have their asset allocation decisions made by professional money managers. The Fund is suitable for investors with medium- to long-term time horizons and who seek capital appreciation and investment income through broad diversification.

          Please see “Principal Risks of Investing in the Equity Funds” above and “Principal Risks of Investing in the Fixed-Income Funds” below for more information.

Fixed-Income Funds

          This Prospectus includes six Funds that invest primarily in fixed-income securities: the Bond Fund, Bond Plus Fund II, Short-Term Bond Fund II, High-Yield Fund II, Tax-Exempt Bond Fund II and Inflation-Linked Bond Fund.

          Principal Risks of Investing in the Fixed-Income Funds

          An investment in a Fixed-Income Fund, or any Fund’s fixed-income investments, typically are subject to the following principal investment risks described below:

• Income Volatility Risk—Income volatility refers to the degree and speed with which changes in prevailing market interest rates diminish the level of current income from a portfolio of fixed-income securities. The risk of income volatility is the risk that the level of current income from a portfolio of fixed-income securities declines in certain interest rate environments.

• Credit Risk (a type of Company Risk)—The risk that a decline in a company’s financial position may prevent it from making principal and interest payments on fixed-income securities when due. Credit risk relates to the ability of an issuer of a fixed-income security to pay principal and interest on the security on a timely basis and is the risk that the issuer could default on its obligations, thereby causing a Fund to lose its investment in the security. This risk is heightened in the case of investments in lower-rated, high-yield fixed-income securities.

32  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

• Call Risk—The risk that an issuer will redeem a fixed-income security prior to maturity. This often happens when prevailing interest rates are lower than the rate specified for the fixed-income security. If a fixed-income security is called early, a Fund may not be able to benefit fully from the increase in value that other fixed-income securities experience when interest rates decline. Additionally, a Fund would likely have to reinvest the payoff proceeds at current yields, which are likely to be lower than the fixed-income securities in which the fund originally invested.

• Interest Rate Risk (a type of Market Risk)—The risk that the value or yield of fixed-income securities may decline if interest rates change. In general, when prevailing interest rates decline, the market value of fixed-income securities (particularly those paying a fixed rate of interest) tends to increase. Conversely, when prevailing interest rates increase, the market value of fixed-income securities (particularly those paying a fixed rate of interest) tends to decline. Depending on the timing of the purchase of a fixed-income security and the price paid for it, changes in prevailing interest rates may increase or decrease the security’s yield.

• Prepayment Risk and Extension Risk—Prepayment risk and extension risk are normally present in adjustable-rate mortgage loans, mortgage-backed securities and other asset-backed securities. For example, homeowners have the option to prepay their mortgages. Therefore, the duration of a security backed by home mortgages can either shorten (prepayment risk) or lengthen (extension risk). If interest rates on new mortgage loans fall sufficiently below the interest rates on existing outstanding mortgage loans, the rate of prepayment generally increases. Conversely, if mortgage loan interest rates rise above the interest rates on existing outstanding mortgage loans, the rate of prepayment generally decreases. In either case, a change in the prepayment rate and the resulting change in duration of fixed-income securities held by a Fund can result in losses to investors in the Fund.

          In addition to the principal investment risks set forth above, there are other risks associated with a particular Fixed-Income Fund that are discussed in the following Fund summaries, which may include some of the risks previously identified for the Equity Funds. The use of a particular index as a Fund’s benchmark index is not a fundamental policy and can be changed without shareholder approval.

          No one can assure that a Fund will achieve its investment objective and investors should not consider any one Fund to be a complete investment program. As with all mutual funds, there is a risk that an investor could lose money by investing in a Fund.

          Bond Fund

          Investment Objective: The Fund seeks as favorable a long-term total return through income as is consistent with preserving capital, primarily from investment-grade fixed-income securities.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in investment-grade bonds and other bonds.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  33

Bonds of this type may include U.S. Government securities, corporate bonds and mortgage-backed or other asset-backed securities. The Fund also invests in other fixed-income securities. The Fund does not rely exclusively on rating agencies when making investment decisions. Instead, Advisors also does its own credit analysis, paying particular attention to economic trends and other market events. Individual securities or sectors are then overweighted or underweighted relative to the Fund’s benchmark index, the Lehman Brothers U.S. Aggregate Index, when Advisors believes that the Fund can take advantage of what appear to be undervalued, overlooked or misunderstood issuers that offer the potential to boost returns above that of the index.

          The Fund is managed to maintain an average duration that is similar to the Lehman Brothers U.S. Aggregate Index. Duration is a measure of volatility in the price of a bond in response to a change in prevailing interest rates, with a longer duration indicating more volatility. As of December 31, 2007, the duration of the Lehman Brothers U.S. Aggregate Index was 4.41 years. By keeping the duration of the Fund close to that of the index, the returns due to changes in interest rates should be similar between the Fund and the index. The Fund may invest up to 15% of its total assets in fixed-income securities of foreign issuers.

          The Fund’s investments in mortgage-backed securities can include pass-through securities sold by private, governmental and government-related organizations and collateralized mortgage obligations (“CMOs”). Mortgage pass-through securities are created when mortgages are pooled together and interests in the pool are sold to investors. The cash flow from the underlying mortgages is “passed through” to investors in periodic principal and interest payments. CMOs are obligations that are fully collateralized directly or indirectly by a pool of mortgages from which payments of principal and interest are dedicated to the payment of principal and interest.

          The Fund may use an investment strategy called “mortgage rolls” (also referred to as “dollar rolls”), in which the Fund sells securities for delivery in the current month and simultaneously contracts with a counterparty to repurchase similar (same type, coupon and maturity) but not identical securities on a specified future date. The Fund loses the right to receive principal and interest paid on the securities sold. However, the Fund would benefit to the extent of any price received for the securities sold and the lower forward price for the future purchase (often referred to as the “drop”) plus the interest earned on the short-term investment awaiting the settlement date of the forward purchase. If such benefits exceed the income and gain or loss due to mortgage repayments that would have been realized on the securities sold as part of the mortgage roll, the use of this technique will enhance the investment performance of the Fund compared with what such performance would have been without the use of mortgage rolls. Realizing benefits from the use of mortgage rolls depends upon the ability of Advisors, the Fund’s investment adviser, to predict correctly mortgage prepayments and interest rates.

34  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

          The Fund may also engage in duration-neutral relative value trading, a strategy in which the Fund buys and sells government bonds of identical credit quality but different maturity dates in an attempt to take advantage of spread differentials along the yield curve (i.e., differences in yield between short-term and long-term securities). The duration-neutral relative value trading strategy is designed to enhance the Fund’s returns but increases the Fund’s portfolio turnover rate.

          Principal Investment Risks: The Fund is subject to interest rate risk and prepayment/extension risk as well as company risk, income risk, credit risk, call risk, foreign investment risk and index risk. The value of securities held by the Fund changes in response to daily changes in prevailing market interest rates. Although the Fund invests primarily in investment-grade securities, market values for such securities can still vary independent of interest rate changes, depending upon the market evaluation of general credit conditions and liquidity.

          Under the Fund’s mortgage roll investment strategy, there is a risk that Advisors will not correctly predict mortgage prepayments and interest rates, which will diminish the investment performance of the Fund compared with what such performance would have been without the use of the strategy.

          Securities originally rated “investment-grade” are sometimes subsequently downgraded, should Advisors and/or a ratings agency like Moody’s Investors Service, Inc. (“Moody’s”) or Standard & Poor’s (“S&P”) believe the issuer’s business outlook or creditworthiness has deteriorated. The Fund will attempt to sell any security held by the Fund which is downgraded to a below investment-grade rating as promptly as possible, consistent with the best interests of the Fund. Lower-rated bonds can at times be harder to sell than investment-grade bonds, and their prices can be more volatile and more difficult to determine than the prices of higher-quality securities. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for those who want to invest in a general high-quality fixed-income mutual fund.

          Please see “Principal Risks of Investing in the Fixed-Income Funds” above for more information.

          Bond Plus Fund II

          Investment Objective: The Fund seeks a favorable long-term return, primarily through high current income consistent with preserving capital.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in bonds. The Fund is managed to track the duration of the Lehman Brothers U.S. Aggregate Index. Duration is a measurement of the change in the value of a bond portfolio in response to a change in interest rates. As of December 31, 2007, the duration of the index was 4.41 years. By keeping the Fund’s duration close to the Lehman Index’s duration, the Fund’s returns due to changes in interest rates should be similar to the index’s returns due to changes in interest rates.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  35

          The Fund’s portfolio is divided into two segments. The first segment, which makes up at least 75% of the Fund’s assets, is invested primarily in a broad range of the debt securities in the Lehman Index. The majority of this segment is invested in U.S. Treasury and agency securities, corporate bonds, and mortgage-backed and asset-backed securities. The Fund’s holdings are mainly high-quality securities rated in the top four credit categories by Moody’s or S&P, or that Advisors determines are of comparable quality. Individual securities or sectors are then overweighted or underweighted as compared to their weight in the Lehman Index depending on where Advisors finds undervalued or overlooked issues that it believes offer the potential for superior returns compared to the Lehman Index. This segment can include foreign investments, but the Fund does not expect them to exceed 15% of the Fund’s assets. The Fund can also invest in money market instruments.

          The other segment of the Fund is invested in securities with special features, in an effort to improve the Fund’s total return. This segment primarily will be invested in securities not in the benchmark such as inflation-linked securities or in securities that may be illiquid, and non-investment-grade securities (those rated Bal or lower by Moody’s or BB+ or lower by S&P). Currently, the Fund expects this part to comprise less than 5% of its assets, but if market conditions warrant it could grow as large as 25%. However, investments in illiquid securities will never be more than 15% of the Fund’s assets.

          Principal Investment Risks: The Fund is subject to interest rate risk and repayment/extension risk as well as company risk, income risk, credit risk, call risk, foreign investment risk and index risk.

          In addition, issuers of “junk” bonds are typically in weak financial health, their ability to pay interest and principal is uncertain and they have a higher risk of becoming insolvent. Small changes in the issuer’s creditworthiness can have more impact on the price of lower-rated bonds than would comparable changes for investment-grade bonds. Lower-rated bonds can also be harder to value and sell and their prices can be more volatile than the prices of higher-quality securities. “Junk” bond markets may react strongly to adverse news about an issuer or the economy, or to the perception or expectation of adverse news.

          Bear in mind that all these risks can also apply to the lower levels of “investment-grade” securities, for example, Moody’s Baa and S&P’s BBB. Also, securities originally rated “investment-grade” are sometimes downgraded later on, should a ratings service believe the issuer’s business outlook or creditworthiness has deteriorated. If that happens to a security in the Bond Plus Fund II, it may or may not be sold, depending on analysis by Advisors of the issuer’s prospects. However, the Fund will not purchase below-investment-grade securities if that would increase their amount in the portfolio above the Fund’s current investment target. The Fund does not rely exclusively on credit ratings when making investment decisions because they may not alone be an accurate measure of the risk of lower-rated bonds. Instead, Advisors also does its own credit analysis, paying particular attention to economic trends and other market events. The Fund’s investments in mortgage-backed securities are subject to prepayment and extension risk.

36  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

          The Fund can hold illiquid securities. A risk of investing in illiquid securities is that they may be difficult to sell for their fair market value. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for conservative investors who want to invest in a general bond fund and can accept a slightly higher level of risk than a traditional bond fund.

          Please see “Principal Risks of Investing in the Fixed-Income Funds” above for more information.

          Short-Term Bond Fund II

          Investment Objective: The Fund seeks high current income consistent with preservation of capital.

          Principal Investment Strategies: The Fund invests primarily in a broad range of debt securities comprising the Lehman Brothers Mutual Fund Short (1-5 year) U.S. Government/Credit Index. Under normal circumstances, the Fund invests at least 80% of its net assets in U.S. Treasury and agency securities and corporate bonds with maturities less than 5 years. It can also hold other fixed-income securities. These include foreign corporate bonds, debentures and notes, mortgage-backed securities, asset-backed securities, convertible securities and preferred stocks. The Fund may overweight or underweight individual securities or sectors as compared to their weight in the index when Advisors finds undervalued or overlooked issues that it believes offer the potential for superior returns. The Fund may also invest in securities that are not in the index when Advisors believes they offer the potential for superior returns.

          The Fund generally seeks to maintain an average duration similar to that of its benchmark. Duration is a measurement of the change in the value of a bond portfolio in response to a change in interest rates. By keeping the duration of the Fund close to the index’s duration, the Fund’s returns due to changes in interest rates should be similar to the index’s returns due to changes in the interest rates. As of December 31, 2007, the duration of the index was 2.44 years. The Fund has a policy of maintaining a dollar-weighted average maturity of portfolio holdings of no more than three years.

          The Short-Term Bond Fund II also may invest up to 15% of its assets in the securities of foreign issuers. The Fund may invest in mortgage-backed securities including pass-through certificates and collateralized mortgage obligations (CMOs).

          Principal Investment Risks: The Fund is subject to interest rate risk, credit risk and call risk. In addition, mortgage-backed securities in which the Fund may invest are subject to extension risk and prepayment risk. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for more conservative investors who seek high current income consistent with preservation of capital in an effort to minimize volatility of changes in principal value.

          Please see “Principal Risks of Investing in the Fixed-Income Funds” above for more information.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  37

          High-Yield Fund II

          Investment Objective: The Fund seeks high current income and, when consistent with its primary objective, capital appreciation.

          Principal Investment Strategies: The Fund invests primarily in lower-rated, higher-yielding fixed-income securities, such as domestic and foreign corporate bonds, debentures, loan participations and assignments and notes, as well as convertible securities and preferred stocks. Under normal circumstances, the Fund invests at least 80% of its net assets in debt and other fixed-income securities rated lower than investment-grade (and their unrated equivalents) or other high-yielding debt securities. (These are often called “junk” bonds.) Most of these will be securities rated in the BB or B categories by S&P, or the Ba or B categories by Moody’s. The Fund may invest up to 20% of its assets in the following other types of instruments: payment-in-kind or deferred-interest obligations, defaulted securities, asset-backed securities, securities rated lower than B- or its equivalent by at least two rating agencies and securities having limited liquidity.

          The Fund can make foreign investments, but the Fund does not expect them to be over 20% of its assets. The Fund can have up to 15% of its assets in illiquid securities. The Fund can also invest in U.S. Treasury and agency securities or other short-term instruments when other suitable investment opportunities aren’t available, or when Advisors would like to build the Fund’s liquidity.

          Over long periods of time, a broadly diversified portfolio of lower-rated, higher-yielding securities should, net of capital losses, provide a higher net return than a similarly diversified portfolio of higher-rated, lower-yielding securities of similar duration. Advisors attempts to minimize the risks of investing in lower-rated securities by:

• Doing its own credit analysis (independent of the rating agencies). The Fund will buy securities of issuers with a balance of operational and financial risks that Advisors believes make it likely that such issuers will be able to meet their financial obligations;

• Constructing a portfolio of securities diversified by industry, geography, maturity, duration and credit quality; and

• Buying or selling particular securities to take advantage of anticipated changes and trends in the economy and financial markets.

          Advisors’ judgment of the value of any particular security is a function of its experience with lower-rated securities, evaluation of general economic and securities market conditions and the financial condition of the security’s issuer. Under some market conditions, the Fund may sacrifice potential yield in order to adopt a defensive posture designed to preserve capital.

          Advisors may from time to time share investment research and ideas about high-yield securities with its affiliate, Teachers Insurance and Annuity Association of America (“TIAA”). While Advisors believes that such sharing of information provides benefits to the Fund and its shareholders, the Fund may at times be prevented from buying or selling certain securities or may need to sell certain securities before it may otherwise do so, in order to comply with the federal securities laws.

38  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

          Principal Investment Risks: The Fund is subject to interest rate risk, call risk and credit risk. Investors should expect greater fluctuations in share price, yield, and total return compared to mutual funds holding bonds and other income-bearing securities with higher credit ratings and/or shorter maturities. These fluctuations, whether positive or negative, may be sharp and unanticipated. During the periods when the market for high-yield securities is volatile, it may be difficult for the Fund to buy or sell its securities. An investment in this Fund is much riskier than an investment in bond funds that do not invest primarily in lower-rated debt securities.

          In addition, non-investment-grade securities, which are usually called “high-yield” or “junk” bonds, offer higher returns but also entail higher risks. Issuers of “junk” bonds are typically in weak financial health, their ability to pay interest and principal is uncertain and they have a higher risk of becoming insolvent. Small changes in the issuer’s creditworthiness can have more impact on the price of lower-rated bonds than would comparable changes for investment-grade bonds. Lower-rated bonds can also be harder to value and sell and their prices can be more volatile than the prices of higher-quality securities. “Junk” bond markets may react strongly to adverse news about an issuer or the economy, or to the perception or expectation of adverse news.

          The Fund can hold illiquid securities. Illiquid securities may be difficult to sell for their fair market value. Current income risk can also be significant for this Fund. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for less conservative investors who seek high current income and capital appreciation, who want to invest in an income fund that invests in high-yield securities and who are willing to accept a significantly higher level of risk than with traditional bond funds. The Fund may also be appropriate for investors who seek additional diversification for their portfolios, since in the past the returns for high-yield bonds have not correlated closely with the returns from other types of assets.

          Please see “Principal Risks of Investing in the Fixed-Income Funds” above for more information.

         Tax-Exempt Bond Fund II

          Investment Objective: The Fund seeks a high level of current income that is exempt from regular federal income tax, consistent with preservation of capital.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in tax-exempt bonds, a type of municipal security, the interest on which, in the opinion of the issuer’s bond counsel at the time of issuance, is exempt from federal income tax, including federal alternative minimum tax. The Fund may also invest in other municipal securities including bonds, notes, commercial paper and other instruments (including participation interests in such securities) issued by or on behalf of the states, territories and possessions of the United States (including the District of Columbia) and their political subdivisions, agencies and instrumentalities, the interest on which, in the opinion of bond counsel for the issuers at the time of issuance, is exempt from regular federal income tax (i.e., excludable from gross income for individuals for

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  39

federal income tax purposes but not necessarily exempt from federal alternative minimum tax (AMT). Some of these securities may also be exempt from certain state and local income taxes.

          Municipal securities are often issued to raise funds for various public purposes, including the construction of a wide range of public facilities such as bridges, highways, housing, hospitals, mass transportation facilities, schools, streets and public utilities such as water and sewer works.

          The Fund may invest up to 20% of its assets in private activity bonds. Private activity bonds are tax-exempt bonds whose proceeds are used to finance private, for-profit organizations. The interest on these securities (including the Fund’s distribution of that interest) may be a preference item for purposes of the AMT. The AMT is a special tax system that ensures that individuals and certain corporations pay at least some federal taxes. Income from securities that are a preference item is included in the computation of the AMT.

          The Fund can also invest in other municipal securities, including certificates of participation, municipal leases, municipal obligation components and municipal custody receipts. In addition, the Fund can invest in municipal bonds secured by mortgages on single-family homes and multi-family projects. The Fund’s investments in these securities are subject to prepayment and extension risk. All of the Fund’s assets are dollar-denominated securities.

          The Fund may invest up to 20% of its assets in securities rated below investment-grade, or unrated securities of comparable quality, which are usually called “junk” bonds. Issuers of “junk” bonds are typically in weak financial health, their ability to pay interest and principal is uncertain and they have a higher risk of becoming insolvent. Small changes in the issuer’s creditworthiness can have more impact on the price of lower-rated bonds than would comparable changes for investment-grade bonds. Lower-rated bonds can also be harder to value and sell and their prices can be more volatile than the prices of higher-quality securities. “Junk” bond markets may react strongly to adverse news about an issuer or the economy, or to the perception or expectation of adverse news.

          The Fund pursues superior returns using historical yield spread and credit analysis to identify and invest in undervalued market sectors and individual securities. The Fund usually sells investments that Advisors believes to be overvalued on a relative basis. The Fund generally seeks to maintain an average duration in the Fund equal to that of its benchmark, the Lehman Brothers 10 Year Municipal Bond Index, of approximately 7 years. Duration is a measure of the change in the value of a bond portfolio in response to a change in interest rates.

          Principal Investment Risks: The Fund is subject to interest rate risk, credit risk and call risk. The Fund also is subject to current income volatility and the related risk that falling interest rates will cause the Fund’s income to fall as it invests assets at progressively lower rates.

          Because of their tax-exempt status, the yields and market values of municipal securities may be hurt more by changes in tax rates and policies than similar income-bearing securities.

40  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

          Obligations of the issuer to pay the principal and interest on a municipal obligation are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors, such as the Federal Bankruptcy Act, and laws that may be enacted by Congress or state legislatures extending the time for payment of principal or interest or imposing other constraints on the enforcement of those obligations. There is also the possibility that litigation or other conditions may materially affect the power or ability of the issuer to pay the principal or interest on a municipal obligation when due. Municipal lease obligations and certificates of participation are subject to the added risk that a government lessee will fail to appropriate Funds to enable it to make lease payments. As with any mutual fund, you can lose money by investing in this Fund.

          This Fund may be more sensitive to adverse economic, business or political developments if it invests a substantial portion of its assets in the bonds of similar projects (e.g., education, welfare and utilities), industrial development bonds or bonds from issuers in a single state.

          Who May Want to Invest: The Fund may be appropriate for investors who seek tax-free income and a modest amount of capital appreciation and can assume a level of risk similar to that of a traditional bond fund.

          The Fund may not be an appropriate investment in connection with tax-favored arrangements like Individual Retirement Accounts (“IRAs”), or if you are in a lower tax-bracket.

          Please see “Principal Risks of Investing in the Fixed-Income Funds” above for more information.

          Inflation-Linked Bond Fund

          Investment Objective: The Fund seeks a long-term rate of return that outpaces inflation, primarily through investment in inflation-linked bonds.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in fixed-income securities whose returns are designed to track a specified inflation index, the Consumer Price Index for All Urban Consumers (“CPI-U”), over the life of the security. Typically, the Fund will invest in U.S. Treasury Inflation-Indexed Securities (“TIIS”). The Fund can also invest in (1) other inflation-indexed bonds issued or guaranteed by the U.S. Government or its agencies, by corporations and other U.S. domiciled issuers, as well as foreign governments, and (2) money market instruments or other short-term securities.

          Like conventional bonds, inflation-indexed bonds generally pay interest at fixed intervals and return the principal at maturity. Unlike conventional bonds, an inflation-indexed bond’s principal or interest is adjusted periodically to reflect changes in a specified inflation index. Inflation-indexed bonds are designed to preserve purchasing power over the life of the bond while paying a “real” rate of interest (i.e., a return over and above the inflation rate). These bonds are generally issued at a fixed interest rate that is lower than that of conventional bonds of comparable maturity and quality, but they generally retain their value against inflation over time.

TIAA-CREF Institutional Mutual Funds §Institutional Class §Prospectus41

          The principal amount of a TIIS bond is adjusted periodically for inflation using the CPI-U. Interest is paid twice a year. The interest rate is fixed, but the amount of each interest payment varies as the principal is adjusted for inflation. The principal amount of a TIIS instrument may diminish in times of deflation. However, the U.S. Treasury guarantees that the final principal payment at maturity is at least the original principal amount of the bond. The interest and principal components of the bonds may be “stripped” or sold separately. The Fund can buy or sell either component.

          The Fund may also invest in inflation-indexed bonds issued or guaranteed by foreign governments and their agencies, as well as other foreign issuers. These investments are usually designed to track the inflation rate in the issuing country. Under most circumstances, the Fund’s investments in inflation-linked bonds of foreign issuers is generally less than 25% of its total assets.

          The Fund is managed to maintain a duration that is similar to its benchmark index, the Lehman Brothers U.S. Treasury Inflation-Protected Securities Index. Duration is the approximate percentage change in the price of a bond in response to a change in prevailing interest rates. As of December 31, 2007, the duration of the Lehman Brothers U.S. Treasury Inflation-Protected Securities Index was 6.57 years. By keeping the duration of the Fund close to that of the index, the returns due to changes in interest rates should be similar between the Fund and the index. Typically, the Fund invests in corporate and foreign inflation-indexed bonds that are similar in duration and maturity as those of U.S. Government inflation-indexed bonds.

          The Fund also may invest in any of the fixed-income securities in which the Bond Fund invests, provided that no more than 5% of its total assets are invested in fixed-income securities rated below investment-grade.

          Principal Investment Risks: The Fund is subject to interest rate risk. As a result, its total return may not actually track the selected inflation index every year. Market values of inflation-indexed bonds can be affected by changes in the market’s inflation expectations or changes in real rates of interest. Also, the CPI-U may not accurately reflect the true rate of inflation. If the market perceives that the index used by TIIS does not accurately reflect inflation, the market value of those bonds could be adversely affected. In addition, the Fund may be subject to certain tax risks that are described below in “Taxes.” As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who are especially concerned about protecting their investments from the adverse effects of inflation, seek a modest “real” rate of return (i.e., greater than the inflation rate) and want to balance their holdings in stocks, conventional fixed-income securities, and other investments with an investment in a “value preservation” option.

          Please see “Principal Risks of Investing in the Fixed-Income Funds” above for more information.

Money Market Fund

          This Prospectus includes one Fund that invests primarily in high-quality, short-term money market instruments: the Money Market Fund.

42  Prospectus §TIAA-CREF Institutional Mutual Funds §Institutional Class

         Money Market Fund

          Investment Objective: The Fund seeks high current income consistent with maintaining liquidity and preserving capital.

          Principal Investment Strategies: The Fund invests primarily in high-quality, short-term money market instruments. Generally, the Fund seeks to maintain a share value of $1.00 per share.

          The Fund invests in:

	(1)	Commercial paper (short-term “IOUs” issued by corporations and others) or variable-rate, floating-rate or variable-amount securities of domestic or foreign companies;
	(2)	Obligations of commercial banks, savings banks, savings and loan associations, and foreign banks whose latest annual financial statements show more than $1 billion in assets. These include certificates of deposit, time deposits, bankers’ acceptances and other short-term debt;
	(3)	Securities issued by, or whose principal and interest are guaranteed by, the U.S. Government or one of its agencies or instrumentalities;
	(4)	Other debt obligations with a remaining maturity of 397 days or less issued by domestic or foreign companies;
	(5)	Repurchase agreements involving securities issued or guaranteed by the U.S. Government or one of its agencies or instrumentalities, or involving certificates of deposit, commercial paper or bankers’ acceptances;
	(6)	Participation interests in loans banks have made to the issuers of (1) and (4) above (these may be considered illiquid);
	(7)	Asset-backed securities issued by domestic corporations or trusts;
	(8)	Obligations issued or guaranteed by foreign governments or their political subdivisions, agencies or instrumentalities; and/or
	(9)	Obligations of international organizations (and related government agencies) designated or supported by U.S. or foreign government agencies to promote economic development or international banking.
The Money Market Fund limits its investments to securities that present minimal credit risk and are rated in the highest rating categories for short-term instruments. The Fund will only purchase money market instruments that at the time of purchase are “First Tier Securities,” that is, instruments rated within the highest category by at least two nationally recognized statistical rating organizations (“NRSROs”), or rated within the highest category by one NRSRO if it is the only NRSRO to have issued a rating for the security, or unrated securities of comparable quality. The Fund can also invest up to 30% of its assets in money market and debt instruments of foreign issuers denominated in U.S. dollars.

          The above list of investments is not exclusive and the Fund may make other investments consistent with its investment objective and policies.

          The benchmark index for the Fund is the iMoneyNet Money Fund Report Average^TM—All Taxable.

TIAA-CREF Institutional Mutual Funds §Institutional Class §Prospectus43

          Principal Investment Risks: The principal risk of investing in the Money Market Fund is current income risk—that is, the income the Fund receives may fall as a result of a decline in interest rates. To a lesser extent, the Fund is also subject to market risk, company risk, income volatility, interest rate risk, prepayment risk and extension risk. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. An investment in the Money Market Fund, like the other Funds, is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for conservative investors who are looking for a high degree of principal stability and liquidity, and are willing to accept returns that may be lower than those offered by longer-term fixed-income investments.

          Please see “Principal Risks of Investing in the Fixed-Income Funds” above for more information.

PAST PERFORMANCE

          The bar charts and performance tables help illustrate some of the risks of investing in the Institutional Class shares of the Funds, and how investment performance varies. The bar charts show the performance of the Institutional Class of each Fund, before taxes, in each full calendar year since inception of the Class (i.e., the annual total returns). Below each chart, the best and worst returns for a calendar quarter since inception of the Institutional Class of the Fund are noted.

          The performance table following the charts shows each Fund’s Institutional Class average annual total returns (before and after taxes) over the one-year, five-year (where applicable) and since inception periods ended December 31, 2007, and how those returns compare to those of broad-based securities market indices.

          The performance returns included in the bar charts and performance table for the periods shown below reflect previous agreements by Advisors to reimburse the Funds for some of their “other expenses” and to waive some of the Funds’ management fees. Without these waivers and reimbursements, the Institutional Class returns of certain Funds would have been lower. How the Institutional Class of the Funds has performed (before and after taxes) in the past is not necessarily an indication of how it will perform in the future.

          Performance information with respect to the Enhanced International Equity Index Fund, Enhanced Large-Cap Growth Index Fund and Enhanced Large-Cap Value Index Fund has not been provided because these Funds have not yet completed one calendar year of operations. Once these Funds have completed one calendar year of operations, their performance information will become available.

          The benchmarks and indices listed below are unmanaged, and you cannot invest directly in an index. The use of a particular benchmark or comparative index is not a fundamental policy and can be changed without shareholder approval. The Funds will notify you if such a change is made.

44  Prospectus §TIAA-CREF Institutional Mutual Funds §Institutional Class

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS (%)

Growth Equity Fund

Best quarter: 15.69%, for the quarter ended December 31, 2001. Worst quarter: –22.50%, for the quarter ended March 31, 2001.

Growth & Income Fund

Best quarter: 14.35%, for the quarter ended June 30, 2003. Worst quarter: –16.46%, for the quarter ended September 30, 2002.

International Equity Fund

Best quarter: 18.37%, for the quarter ended December 31, 2003. Worst quarter: –19.39%, for the quarter ended September 30, 2002.

Large-Cap Growth Fund

Best quarter: 8.86%, for the quarter ended September 30, 2007. Worst quarter: 1.77%, for the quarter ended March 31, 2007.

TIAA-CREF Institutional Mutual Funds §Institutional Class §Prospectus45

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS (%) (continued)

Large-Cap Value Fund

Best quarter: 18.45%, for the quarter ended June 30, 2003. Worst quarter: –5.88%, for the quarter ended December 31, 2007.

Mid-Cap Growth Fund

Best quarter: 18.40%, for the quarter ended June 30, 2003. Worst quarter: –7.41%, for the quarter ended June 30, 2006.

Mid-Cap Value Fund

Best quarter: 18.86%, for the quarter ended June 30, 2003. Worst quarter: –4.15%, for the quarter ended December 31, 2007.

Small-Cap Equity Fund

Best quarter: 23.52%, for the quarter ended June 30, 2003. Worst quarter: –6.68%, for the quarter ended September 30, 2007.

46  Prospectus §TIAA-CREF Institutional Mutual Funds §Institutional Class

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS (%) (continued)

Large-Cap Growth Index Fund

Best quarter: 14.17%, for the quarter ended June 30, 2003. Worst quarter: –5.33%, for the quarter ended September 30, 2004.

Large-Cap Value Index Fund

Best quarter: 17.07%, for the quarter ended June 30, 2003. Worst quarter: –5.81%, for the quarter ended December 31, 2007.

Equity Index Fund

Best quarter: 16.22%, for the quarter ended June 30, 2003. Worst quarter: –17.24%, for the quarter ended September 30, 2002.

S&P 500 Index Fund

Best quarter: 15.30%, for the quarter ended June 30, 2003. Worst quarter: –3.38%, for the quarter ended December 31, 2007.

TIAA-CREF Institutional Mutual Funds §Institutional Class §Prospectus47

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS (%) (continued)

Mid-Cap Growth Index Fund

Best quarter: 18.65%, for the quarter ended June 30, 2003. Worst quarter: –4.70%, for the quarter ended June 30, 2006.

Mid-Cap Value Index Fund

Best quarter: 17.83%, for the quarter ended June 30, 2003. Worst quarter: –5.98%, for the quarter ended December 31, 2007.

Mid-Cap Blend Index Fund

Best quarter: 18.21%, for the quarter ended June 30, 2003. Worst quarter: –3.56%, for the quarter ended December 31, 2007.

Small-Cap Growth Index Fund

Best quarter: 24.06%, for the quarter ended June 30, 2003. Worst quarter: –7.32%, for the quarter ended June 30, 2006.

48  Prospectus §TIAA-CREF Institutional Mutual Funds §Institutional Class

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS (%) (continued)

Small-Cap Value Index Fund

Best quarter: 22.63%, for the quarter ended June 30, 2003. Worst quarter: –7.13%, for the quarter ended December 31, 2007.

Small-Cap Blend Index Fund

Best quarter: 23.22%, for the quarter ended June 30, 2003. Worst quarter: –5.40%, for the quarter ended March 31, 2005.

International Equity Index Fund

Best quarter: 19.29%, for the quarter ended June 30, 2003. Worst quarter: –8.09%, for the quarter ended March 31, 2003.

Social Choice Equity Fund

Best quarter: 16.24%, for the quarter ended June 30, 2003. Worst quarter: –16.32%, for the quarter ended September 30, 2002.

For the calendar years of 2003, 2004, 2005, 2006 and 2007, the performance of the Institutional Class of the Social Choice Equity Fund was impacted by a misallocation of income and net capital gains among the Fund’s classes. Had the misallocation not occurred, the total returns of the Institutional Class during 2003, 2004, 2005, 2006 and 2007 would have been 30.22%, 12.51%, 6.68%, 13.52% and 4.68%, respectively, and the best quarterly returns during these periods would have been 16.24% for the quarter ended June 30, 2003 and the worst quarterly returns during these periods would have been –3.11% for the quarter ended December 31, 2007.

TIAA-CREF Institutional Mutual Funds §Institutional Class §Prospectus49

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS (%) (continued)

Real Estate Securities Fund

Best quarter: 17.20%, for the quarter ended December 31, 2004. Worst quarter: - -12.08%, for the quarter ended December 31, 2007.

Managed Allocation Fund II

Best quarter: 3.75%, for the quarter ended June 30, 2007. Worst quarter: –0.06%, for the quarter ended December 31, 2007.

Bond Fund

Best quarter: 5.02%, for the quarter ended September 30, 2001. Worst quarter: –2.31%, for the quarter ended June 30, 2004.

Bond Plus Fund II

Best quarter: 2.13%, for the quarter ended September 30, 2007. Worst quarter: –0.62%, for the quarter ended June 30, 2007.

50  Prospectus §TIAA-CREF Institutional Mutual Funds §Institutional Class

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS (%) (continued)

Short-Term Bond Fund II

Best quarter: 2.01%, for the quarter ended September 30, 2007. Worst quarter: 0.28%, for the quarter ended June 30, 2007.

High-Yield Fund II

Best quarter: 2.89%, for the quarter ended March 31, 2007. Worst quarter: –0.40%, for the quarter ended December 31, 2007.

Tax-Exempt Bond Fund II

Best quarter: 2.59%, for the quarter ended September 30, 2007. Worst quarter: –0.95%, for the quarter ended June 30, 2007.

TIAA-CREF Institutional Mutual Funds §Institutional Class §Prospectus51

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS (%) (concluded)

Inflation-Linked Bond Fund

Best quarter: 5.06%, for the quarter ended March 31, 2004. Worst quarter: –3.14%, for the quarter ended June 30, 2004.

Money Market Fund

Best quarter: 1.65%, for the quarter ended December 31, 2000. Worst quarter: 0.25%, for the quarter ended March 31, 2004.

52  Prospectus §TIAA-CREF Institutional Mutual Funds §Institutional Class

AVERAGE ANNUAL TOTAL RETURNS FOR INSTITUTIONAL CLASS SHARES
(Before and After Taxes)

	One Year (January 1, 2007 to December 31, 2007)	Five Years (January 1, 2003 to December 31, 2007)	Since Inception to December 31, 2007
Growth Equity Fund
Inception Date: July 1, 1999
Return Before Taxes	22.04%	13.21%	-0.73%	1
Return After Taxes on Distributions	21.09%	12.91%	-1.06%	1
Return After Taxes on Distributions and Sale of Fund Shares	14.66%	11.49%	-0.76%	1
Russell 1000® Growth Index	11.81%	12.10%	-0.68%
Growth & Income Fund
Inception Date: July 1, 1999
Return Before Taxes	18.93%	15.50%	3.56%	1
Return After Taxes on Distributions	18.23%	14.44%	2.78%	1
Return After Taxes on Distributions and Sale of Fund Shares	13.17%	13.34%	2.77%	1
S&P 500® Index	5.49%	12.82%	2.38%
International Equity Fund
Inception Date: July 1, 1999
Return Before Taxes	19.08%	24.00%	10.08%	1
Return After Taxes on Distributions	16.72%	21.99%	8.71%	1
Return After Taxes on Distributions and Sale of Fund Shares	15.27%	20.72%	8.34%	1
MSCI EAFE® Index	11.17%	21.58%	7.45%
Large-Cap Growth Fund
Inception Date: March 31, 2006
Return Before Taxes	21.62%	—	13.13%
Return After Taxes on Distributions	20.56%	—	12.52%
Return After Taxes on Distributions and Sale of Fund Shares	15.38%	—	11.20%
Russell 1000® Growth Index	11.81%	—	10.06%
Large-Cap Value Fund
Inception Date: October 1, 2002
Return Before Taxes	-0.06%	15.56%	15.95%	1
Return After Taxes on Distributions	-1.45%	13.91%	14.34%	1
Return After Taxes on Distributions and Sale of Fund Shares	1.11%	13.01%	13.40%	1
Russell 1000® Value Index	-0.17%	14.62%	15.01%

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  53

AVERAGE ANNUAL TOTAL RETURNS FOR INSTITUTIONAL CLASS SHARES
(Before and After Taxes) (continued)

	One Year (January 1, 2007 to December 31, 2007)	Five Years (January 1, 2003 to December 31, 2007)	Since Inception to December 31, 2007
Mid-Cap Growth Fund
Inception Date: October 1, 2002
Return Before Taxes	17.35%	18.84%	19.40%	1
Return After Taxes on Distributions	15.96%	17.84%	18.45%	1
Return After Taxes on Distributions and Sale of Fund Shares	12.77%	16.37%	16.94%	1
Russell Midcap® Growth Index	11.43%	17.89%	18.43%
Mid-Cap Value Fund
Inception Date: October 1, 2002
Return Before Taxes	6.30%	20.67%	21.01%	1
Return After Taxes on Distributions	4.82%	18.89%	19.28%	1
Return After Taxes on Distributions and Sale of Fund Shares	5.13%	17.54%	17.90%	1
Russell Midcap® Value Index	-1.42%	17.91%	17.94%
Small-Cap Equity Fund
Inception Date: October 1, 2002
Return Before Taxes	-6.14%	15.27%	15.55%	1
Return After Taxes on Distributions	-7.65%	13.14%	13.49%	1
Return After Taxes on Distributions and Sale of Fund Shares	-3.09%	12.51%	12.81%	1
Russell 2000® Index	-1.57%	16.24%	16.38%
Large-Cap Growth Index Fund
Inception Date: October 1, 2002
Return Before Taxes	11.64%	11.94%	11.99%	1
Return After Taxes on Distributions	11.25%	10.86%	10.93%	1
Return After Taxes on Distributions and Sale of Fund Shares	7.79%	10.03%	10.09%	1
Russell 1000® Growth Index	11.81%	12.10%	12.15%
Large-Cap Value Index Fund
Inception Date: October 1, 2002
Return Before Taxes	-0.20%	14.47%	14.87%	1
Return After Taxes on Distributions	-1.23%	13.33%	13.71%	1
Return After Taxes on Distributions and Sale of Fund Shares	0.83%	12.39%	12.73%	1
Russell 1000® Value Index	-0.17%	14.62%	15.01%
Equity Index Fund
Inception Date: July 1, 1999
Return Before Taxes	5.16%	13.52%	3.13%	1
Return After Taxes on Distributions	4.56%	12.80%	2.55%	1
Return After Taxes on Distributions and Sale of Fund Shares	3.99%	11.72%	2.49%	1
Russell 3000® Index	5.14%	13.62%	3.26%

54  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

AVERAGE ANNUAL TOTAL RETURNS FOR INSTITUTIONAL CLASS SHARES
(Before and After Taxes) (continued)

	One Year (January 1, 2007 to December 31, 2007)	Five Years (January 1, 2003 to December 31, 2007)	Since Inception to December 31, 2007
S&P 500® Index Fund
Inception Date: October 1, 2002
Return Before Taxes	5.40%	12.68%	12.93%	1
Return After Taxes on Distributions	4.93%	12.32%	12.55%	1
Return After Taxes on Distributions and Sale of Fund Shares	3.99%	11.06%	11.27%	1
S&P 500® Index	5.49%	12.82%	13.07%
Mid-Cap Growth Index Fund
Inception Date: October 1, 2002
Return Before Taxes	11.13%	17.68%	18.24%	1
Return After Taxes on Distributions	9.70%	15.63%	16.27%	1
Return After Taxes on Distributions and Sale of Fund Shares	8.33%	14.76%	15.32%	1
Russell Midcap® Growth Index	11.43%	17.89%	18.43%
Mid-Cap Value Index Fund
Inception Date: October 1, 2002
Return Before Taxes	-1.39%	17.79%	17.81%	1
Return After Taxes on Distributions	-3.33%	15.95%	15.99%	1
Return After Taxes on Distributions and Sale of Fund Shares	0.13%	15.08%	15.11%	1
Russell Midcap® Value Index	-1.42%	17.91%	17.94%
Mid-Cap Blend Index Fund
Inception Date: October 1, 2002
Return Before Taxes	5.56%	18.04%	18.25%	1
Return After Taxes on Distributions	4.44%	16.80%	17.02%	1
Return After Taxes on Distributions and Sale of Fund Shares	4.39%	15.52%	15.73%	1
Russell Midcap® Index	5.60%	18.20%	18.43%
Small-Cap Growth Index Fund
Inception Date: October 1, 2002
Return Before Taxes	6.94%	16.34%	16.79%	1
Return After Taxes on Distributions	5.74%	14.61%	15.12%	1
Return After Taxes on Distributions and Sale of Fund Shares	5.47%	13.80%	14.25%	1
Russell 2000® Growth Index	7.05%	16.49%	16.95%
Small-Cap Value Index Fund
Inception Date: October 1, 2002
Return Before Taxes	-9.54%	15.75%	15.59%	1
Return After Taxes on Distributions	-11.47%	13.12%	13.03%	1
Return After Taxes on Distributions and Sale of Fund Shares	-5.21%	12.88%	12.76%	1
Russell 2000® Value Index	-9.78%	15.79%	15.65%

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  55

AVERAGE ANNUAL TOTAL RETURNS FOR INSTITUTIONAL CLASS SHARES
(Before and After Taxes) (continued)

	One Year (January 1, 2007 to December 31, 2007)		Five Years (January 1, 2003 to December 31, 2007)		Since Inception to December 31, 2007
Small-Cap Blend Index Fund
Inception Date: October 1, 2002
Return Before Taxes	-1.46%		16.11%		16.24%	1
Return After Taxes on Distributions	-2.70%		14.43%		14.60%	1
Return After Taxes on Distributions and Sale of Fund Shares	-0.23%		13.64%		13.78%	1
Russell 2000® Index	-1.57%		16.24%		16.38%
International Equity Index Fund
Inception Date: October 1, 2002
Return Before Taxes	11.08%		21.45%		21.60%	1
Return After Taxes on Distributions	10.43%		20.93%		21.06%	1
Return After Taxes on Distributions and Sale of Fund Shares	7.82%		18.98%		19.13%	1
MSCI EAFE® Index	11.17%		21.58%		21.86%
Social Choice Equity Fund
Inception Date: July 1, 1999
Return Before Taxes	4.03%	2	13.23%	2	2.93%	1,2
Return After Taxes on Distributions	3.62%		12.88%		2.47%	1
Return After Taxes on Distributions and Sale of Fund Shares	3.04%		11.55%		2.31%	1
Russell 3000® Index	5.14%		13.62%		3.26%
Real Estate Securities Fund
Inception Date: October 1, 2002
Return Before Taxes	–16.74%		17.70%		17.22%	1
Return After Taxes on Distributions	–19.70%		13.14%		12.84%	1
Return After Taxes on Distributions and Sale of Fund Shares	–8.79%		13.15%		12.82%	1
Dow Jones Wilshire Real Estate Securities Index3	-17.85%		18.65%		17.98%
Managed Allocation Fund II
Inception Date: March 31, 2006
Return Before Taxes	8.83%		—		9.47%
Return After Taxes on Distributions	7.25%		—		7.93%
Return After Taxes on Distributions and Sale of Fund Shares	5.85%		—		7.24%
Russell 3000® Index	5.14%		—		8.58%
Managed Allocation Fund II Composite Index
(48% Russell 3000®, 40% Lehman Brothers U.S. Aggregate and 12% MSCI EAFE):	7.04%		—		16.39%

56  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

AVERAGE ANNUAL TOTAL RETURNS FOR INSTITUTIONAL CLASS SHARES
(Before and After Taxes) (continued)

	One Year (January 1, 2007 to December 31, 2007)	Five Years (January 1, 2003 to December 31, 2007)	Since Inception to December 31, 2007
Bond Fund
Inception Date: July 1, 1999
Return Before Taxes	6.28%	4.27%	6.12%	1
Return After Taxes on Distributions	4.48%	2.37%	3.86%	1
Return After Taxes on Distributions and Sale of Fund Shares	4.04%	2.53%	3.86%	1
Lehman Brothers U.S. Aggregate Index	6.97%	4.42%	6.21%
Bond Plus Fund II
Inception Date: March 31, 2006
Return Before Taxes	4.95%	—	5.60%
Return After Taxes on Distributions	3.09%	—	3.73%
Return After Taxes on Distributions and Sale of Fund Shares	3.18%	—	3.67%
Lehman Brothers U.S. Aggregate Index	6.97%	—	6.86%
Short-Term Bond Fund II
Inception Date: March 31, 2006
Return Before Taxes	5.29%	—	5.27%
Return After Taxes on Distributions	3.59%	—	3.54%
Return After Taxes on Distributions and Sale of Fund Shares	3.41%	—	3.48%
Lehman Brothers Mutual Fund Short (1-5 year) U.S. Government/Credit Index	7.27%	—	6.48%
High-Yield Fund II
Inception Date: March 31, 2006
Return Before Taxes	3.59%	—	5.72%
Return After Taxes on Distributions	0.98%	—	3.08%
Return After Taxes on Distributions and Sale of Fund Shares	2.35%	—	3.36%
Merrill Lynch BB/B Cash Pay Issuer Constrained Index	3.18%	—	5.78%

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  57

AVERAGE ANNUAL TOTAL RETURNS FOR INSTITUTIONAL CLASS SHARES	(concluded)
(Before and After Taxes)

	One Year (January 1, 2007 to December 31, 2007)		Five Years (January 1, 2003 to December 31, 2007)		Since Inception to December 31, 2007
Tax-Exempt Bond Fund II
Inception Date: March 31, 2006
Return Before Taxes	3.64	%	—		4.78	%
Return After Taxes on Distributions	3.63	%	—		4.75	%
Return After Taxes on Distributions and Sale of Fund Shares	3.69	%	—		4.61	%
Lehman Brothers 10-Year Municipal Bond Index	4.29	%	—		5.22	%
Inflation-Linked Bond Fund
Inception Date: October 1, 2002
Return Before Taxes	11.20	%	5.98	%	5.93	%1
Return After Taxes on Distributions	9.45	%	4.30	%	4.28	%1
Return After Taxes on Distributions and Sale of Fund Shares	7.20	%	4.17	%	4.14	%1
Lehman Brothers U.S. Treasury Inflation-Protected Securities Index	11.64	%	6.27	%	6.17	%1
Money Market Fund
Inception Date: July 1, 1999
Return Before Taxes	5.27	%	3.18	%	3.62	%1
iMoneyNet Money Fund
Report AverageTM—All Taxable	4.69	%	2.65	%	3.11	%

Current performance of the Funds’ Institutional Class shares may be higher or lower than that shown above. For current performance information of the Institutional Class, including performance to the most recent month-end, please visit www.tiaa-cref.org.

1	The performance shown is computed from the inception date (the date on which the class became publicly available) of the Institutional Class. Previously, performance for this class of the Fund was computed from the net asset value per share on the day prior to the inception date.
2	The performance of the Institutional Class of the Social Choice Equity Fund was impacted because of a misallocation of income and net capital gains among the classes of the Fund. Had the misallocation not occurred, the actual average annual total returns (before taxes) for One Year, Five Years and Since Inception would have been 4.68%, 13.18% and 2.90%, respectively.The misallocation had a similar impact on the average annual total return after taxes on distributions and the average annual total return after taxes on distributions and sale of Fund shares for the same periods.Advisors made a cash infusion into the Social Choice Equity Fund in August 2006 to address the impact of this misallocation.
3	For periods prior to July 1, 2007, the performance shown reflects the full market capitalization weighted version of the index, which was terminated by Dow Jones Wilshire on June 30, 2007. As of July 1, 2007, performance reflects the float-adjusted market capitalization version of the index, which is based on the shares of stock that are unrestricted and available for trading.

58 Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

          After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect during the periods shown, and do not reflect the impact of state and local taxes.

          Actual after-tax returns depend on the investor’s tax situation and may differ from those shown.

          The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(a), 401(k) or 403(b) plans or IRAs.

          Each benchmark index to which each Fund is compared is described below in more detail in “More About Benchmarks and Other Indices.” The benchmark indices reflect no deductions for fees, expenses or taxes.

          For the Money Market Fund’s most current 7-day yield, please call the Funds at 800 897-9069.

FEES AND EXPENSES

          Institutional Class Shares

          The following tables describe the fees and expenses that you pay if you buy and hold Institutional Class shares of the Funds:

SHAREHOLDER FEES (deducted directly from gross amount of transaction)

	Institutional Class
Maximum Sales Charge Imposed on Purchases (percentage of offering price)		0	%
Maximum Deferred Sales Charge		0	%
Maximum Sales Charge Imposed on Reinvested Dividends and Other Distributions		0	%
Redemption or Exchange Fee1		2.00	%
Maximum Account Fee		0	%

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

INSTITUTIONAL CLASS	Management Fees	Other Expenses	Acquired Fund Fees and Expenses	2	Total Annual Fund Operating Expenses	Waivers and Expense Reimbursements	3	Net Annual Fund Operating Expenses
Growth Equity Fund	0.08%	0.14%	0.00%		0.22%	0.07%		0.15%
Growth & Income Fund	0.45%	0.10%	0.00%		0.55%	0.03%	4	0.52%
International Equity Fund1	0.50%	0.08%	0.00%		0.58%	0.00%		0.58%
Large-Cap Growth Fund	0.45%	0.20%	0.00%		0.65%	0.13%	4	0.52%
Large-Cap Value Fund	0.45%	0.07%	0.00%		0.52%	0.00%		0.52%
Mid-Cap Growth Fund	0.48%	0.11%	0.00%		0.59%	0.04%		0.55%
Mid-Cap Value Fund	0.48%	0.05%	0.00%		0.53%	0.00%		0.53%
Small-Cap Equity Fund1	0.48%	0.09%	0.00%		0.57%	0.02%		0.55%
Large-Cap Growth Index Fund	0.04%	0.08%	0.00%		0.12%	0.03%		0.09%
Large-Cap Value Index Fund	0.04%	0.07%	0.00%		0.11%	0.02%		0.09%

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus 59

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets) (concluded)

INSTITUTIONAL CLASS	Management Fees	Other Expenses		Acquired Fund Fees and Expenses	2	Total Annual Fund Operating Expenses	Waivers and Expense Reimbursements	3	Net Annual Fund Operating Expenses
Equity Index Fund	0.04%	0.05%		0.00%		0.09%	0.00%		0.09%
S&P 500 Index Fund	0.04%	0.03%		0.00%		0.07%	0.00%		0.07%
Mid-Cap Growth Index Fund	0.04%	0.44%		0.00%		0.48%	0.39%		0.09%
Mid-Cap Value Index Fund	0.04%	0.18%		0.00%		0.22%	0.13%		0.09%
Mid-Cap Blend Index Fund	0.04%	0.19%		0.00%		0.23%	0.14%		0.09%
Small-Cap Growth Index Fund1	0.04%	0.26%		0.00%		0.30%	0.21%		0.09%
Small-Cap Value Index Fund1	0.04%	0.22%		0.00%		0.26%	0.17%		0.09%
Small-Cap Blend Index Fund1	0.04%	0.18%		0.00%		0.22%	0.13%		0.09%
International Equity Index Fund1	0.04%	0.12%		0.00%		0.16%	0.01%		0.15%
Enhanced International Equity Index Fund1	0.45%	1.08%	5	0.00%		1.53%	0.98%		0.55%
Enhanced Large-Cap Growth Index Fund	0.35%	1.46%	5	0.00%		1.81%	1.41%		0.40%
Enhanced Large-Cap Value Index Fund	0.35%	1.45%	5	0.00%		1.80%	1.40%		0.40%
Social Choice Equity Fund	0.15%	0.08%		0.00%		0.23%	0.01%		0.22%
Real Estate Securities Fund	0.50%	0.08%		0.00%		0.58%	0.01%		0.57%
Managed Allocation Fund II	0.00%	0.12%		0.43%		0.55%	0.12%		0.43%	6
Bond Fund	0.30%	0.02%		0.00%		0.32%	0.00%		0.32%
Bond Plus Fund II	0.30%	0.12%		0.00%		0.42%	0.06%		0.35%
Short-Term Bond Fund II	0.25%	0.15%		0.00%		0.40%	0.10%		0.30%
High-Yield Fund II1	0.35%	0.14%		0.00%		0.49%	0.09%		0.40%
Tax-Exempt Bond Fund II	0.30%	0.16%		0.00%		0.46%	0.11%		0.35%
Inflation-Linked Bond Fund	0.30%	0.06%		0.00%		0.36%	0.01%		0.35%
Money Market Fund	0.10%	0.04%		0.00%		0.14%	0.00%		0.14%

1	This fee (the “Redemption Fee”) applies and is payable to the indicated Funds on shares of those Funds that are redeemed or exchanged within 60 calendar days of the initial purchase date. The Redemption Fee is based on the total aggregate dollar amount of the redemption or exchange. The Redemption Fee may be waived in certain circumstances. See “Other Investor Information-Redemption or Exchange Fee” for more information.
2	“Acquired Funds Fees and Expenses” are the Funds’ proportionate amount of the expenses of any investment companies or pools in which they invest. These expenses are not paid directly by Fund shareholders. Instead, Fund shareholders bear these expenses indirectly because they reduce Fund performance. Because “Acquired Fund Fees and Expenses” are included in the chart above, the Funds’ operating expenses here will not correlate with the expenses included in the Financial Highlights in this Prospectus and the Funds’ 2007 annual report.
3	Effective February 1, 2008, Advisors and the Board of Trustees agreed to amend the Funds’ expense reimbursement arrangements. Under these arrangements, Advisors has contractually agreed to reimburse the Funds for such Total Annual Fund Operating Expenses (excluding Acquired Fund Fees and Expenses) that exceed the following annual rates of average daily net assets: 0.00% for Managed Allocation Fund II; 0.09% for Large-Cap Growth Index Fund, Large-Cap Value Index Fund, Equity Index Fund, Mid-Cap Growth Index Fund, Mid-Cap Value Index Fund, Mid-Cap Blend Index Fund, Small-Cap Growth Index Fund, Small-Cap Value Index Fund and Small-Cap Blend Index Fund and S&P 500 Index Fund; 0.15% for Growth Equity Fund, International Equity Index Fund and Money Market Fund; 0.22% for Social Choice Equity Fund; 0.30% for Short-Term Bond Fund II; 0.35% for Bond Fund, Bond Plus Fund II, Tax-Exempt Bond Fund

60  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

	II and Inflation-Linked Bond Fund; 0.40% for Enhanced Large-Cap Growth Index Fund, Enhanced Large-Cap Value Index Fund and High-Yield Fund II; 0.52% for Growth & Income Fund, Large-Cap Growth Fund, Large-Cap Value Fund and Enhanced International Equity Index Fund; 0.55% for Mid-Cap Growth Fund, Mid-Cap Value Fund and Small-Cap Equity Fund; 0.57% for Real Estate Securities Fund and 0.60% for International Equity Fund. These expense reimbursement arrangements will continue through at least April 30, 2009 (for the Enhanced Index Funds), April 30, 2010 (for the other Index Funds) and January 31, 2009 for the other Funds and can only be changed with the approval of the Board of Trustees. Because these arrangements are new, the chart above reflects the anticipated effect of the new arrangements and not the Fund’s historical expenses.
4	Advisors has contractually agreed to waive the portion of its Management Fee for the Growth & Income Fund and Large-Cap Growth Fund that exceeds 0.08% of average daily net assets through April 30, 2008. At that time, these Funds will be charged their full contractual management fee rate, as shown in the chart above.
5	Other Expenses are estimates for the fiscal year ending September 30, 2008.
6	Advisors does not receive a management fee for its services to the Managed Allocation Fund II and has contracted to reimburse the Fund for all its direct expenses through January 31, 2009. However, shareholders in the Managed Allocation Fund II will indirectly bear their pro rata share of the fees and expenses incurred by the underlying funds in which the Managed Allocation Fund II invests. The Fund’s “Acquired Fund Fees and Expenses” in the table are based upon the Fund’s historical allocations as of September 30, 2007. Because of changes to the underlying funds’ expense reinbursement arrangements that take effect on February 1, 2008, the Fund’s “Acquired Fund Fees and Expenses” in the table are based on these new arrangements and not based on the underlying funds’ historical expenses.

          Example

          The following example is intended to help you compare the cost of investing in Institutional Class shares of the Funds with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in a Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. It is also based on the net annual operating expenses described in the fee table. The table below assumes that there is no expense reimbursement agreement in place after April 30, 2010 for the Index Funds, April 30, 2009 for the Enhanced Index Funds and January 31, 2009 for all other Funds and that there is no management fee waiver in place after April 30, 2008 for the Growth & Income Fund and Large-Cap Growth Fund. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

INSTITUTIONAL CLASS	1 Year		3 Years		5 Years		10 Years
Growth Equity Fund	$	15	$	64	$	117	$	273
Growth & Income Fund	$	53	$	173	$	304	$	686
International Equity Fund	$	59	$	186	$	324	$	726
Large-Cap Growth Fund	$	53	$	195	$	349	$	798
Large-Cap Value Fund	$	53	$	167	$	291	$	653
Mid-Cap Growth Fund	$	56	$	185	$	325	$	734
Mid-Cap Value Fund	$	54	$	170	$	296	$	665
Small-Cap Equity Fund	$	56	$	181	$	316	$	712
Large-Cap Growth Index Fund	$	9	$	32	$	61	$	148
Large-Cap Value Index Fund	$	9	$	31	$	58	$	137
Equity Index Fund	$	9	$	29	$	51	$	115
S&P 500 Index Fund	$	7	$	23	$	40	$	90
Mid-Cap Growth Index Fund	$	9	$	73	$	188	$	526

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  61

INSTITUTIONAL CLASS	1 Year		3 Years		5 Years		10 Years
Mid-Cap Value Index Fund	$	9	$	44	$	97	$	254
Mid-Cap Blend Index Fund	$	9	$	45	$	100	$	264
Small-Cap Growth Index Fund	$	9	$	53	$	125	$	338
Small-Cap Value Index Fund	$	9	$	48	$	111	$	296
Small-Cap Blend Index Fund	$	9	$	44	$	97	$	254
International Equity Index Fund	$	15	$	49	$	88	$	203
Enhanced International Equity Index Fund	$	56	$	285		N/A		N/A
Enhanced Large-Cap Growth Index Fund	$	41	$	285		N/A		N/A
Enhanced Large-Cap Value Index Fund	$	41	$	284		N/A		N/A
Social Choice Equity Fund	$	23	$	73	$	129	$	292
Real Estate Securities Fund	$	59	$	186	$	324	$	726
Managed Allocation Fund II	$	44	$	164	$	295	$	678
Bond Fund	$	33	$	103	$	180	$	406
Bond Plus Fund II	$	36	$	128	$	228	$	523
Short-Term Bond Fund II	$	31	$	118	$	214	$	495
High-Yield Fund II	$	41	$	148	$	265	$	607
Tax-Exempt Bond Fund II	$	36	$	137	$	247	$	568
Inflation-Linked Bond Fund	$	36	$	115	$	201	$	455
Money Market Fund	$	14	$	45	$	79	$	179

ADDITIONAL INFORMATION ABOUT INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

INVESTMENT MANAGEMENT STYLES

          Growth Investing. This is a portfolio management style that seeks securities of issuers with above-average recent earnings growth rates and a reasonable likelihood of maintaining such rates in the foreseeable future. Typically, such securities are those of issuers with favorable long-term growth prospects. Such issuers often are companies with a strong competitive position within their industry or a competitive position within a very strong industry. Generally, growth investing entails analyzing the quality of an issuer’s earnings (i.e., the degree to which earnings are derived from sustainable, cash-based sources), and analyzing issuers as if one would be buying the company or its business, not simply trading its securities. Growth investing may also involve fundamental research about and qualitative analysis of particular companies in order to identify and take advantage of potential short-term earnings increases that are not reflected in the current price of the company’s securities.

          Value Investing. This is a portfolio management style that typically seeks securities that:

• Exhibit low relative financial ratios (such as stock price-to-book value, stock price-to-earnings and stock price-to-cash flow);

62  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

• Can be acquired for less than what one believes is the issuer’s potential value; and

• Appear attractive using discounted cash flow models.

          Value oriented investments may include securities of companies in cyclical industries during periods when such securities appear to have strong potential for capital appreciation, or securities of “special situation” companies. A special situation company is one that Advisors believes to have potential for significant future earnings growth, but has not performed well in the recent past. Such companies may include ones undergoing management changes, corporate or asset restructuring, or ones having significantly undervalued assets. Identifying special situation companies and establishing an issuer’s potential value involves fundamental research and analysis of such companies and issuers.

MORE ABOUT BENCHMARKS AND OTHER INDICES

          The benchmarks and indices described below are unmanaged, and you cannot invest directly in the index.

          Russell 1000^® Growth Index

          This is the benchmark index for the Growth Equity Fund, Large-Cap Growth Fund, Large-Cap Growth Index Fund and Enhanced Large-Cap Growth Index Fund. The Russell 1000^® Growth Index is a subset of the Russell 1000^® Index, which represents the top 1,000 U.S. equity securities in market capitalization. The Russell 1000^® Growth Index represents those Russell 1000^® Index securities with higher relative forecasted growth rates and price/book ratios. The Russell 1000^® Growth Index has higher weightings in those sectors of the market with typically higher relative valuations and higher growth rates, including sectors such as technology, health care and telecommunications. As of December 31, 2007 the market capitalization of companies in the Russell 1000^® Growth Index ranged from $0.6 billion to $527.8 billion, with a mean market capitalization of $79.7 billion and a median market capitalization of $5.0 billion. The Russell Investment Group determines the composition of the index based on a combination of factors including market capitalization, price/book ratio and long-term growth rate, and can change its composition at any time.

          S&P 500^® Index

          This is the benchmark index for the Growth & Income Fund and the S&P 500 Index Fund. The S&P 500^® Index is a market capitalization-weighted index of the 500 leading companies in leading industries of the U.S. economy. It is widely recognized as a guide to the overall health of the U.S. stock market. The index covers industrial, utility, technology and financial companies of the U.S. markets. The index focuses on the Large-Cap segment of the market, with 75% coverage (by market capitalization) of U.S. equities. Standard & Poor’s determines the composition of the index based on a combination of factors including market

TIAA-CREF Institutional Mutual Funds § Institutional Class  § Prospectus 63

capitalization, liquidity and industry group representation, and can change its composition at any time.

          MSCI EAFE^® Index

          This is the benchmark index for the International Equity Fund, International Equity Index Fund and the Enhanced International Equity Index Fund. The MSCI EAFE^® Index tracks the performance of the leading stocks in 21 MSCI developed countries outside of North America—in Europe, Australasia and the Far East. The MSCI EAFE^® Index constructs indices country by country, then assembles the country indices into regional indices. To construct an MSCI country index, the MSCI EAFE^® Index analyzes each stock in that country’s market based on its price, trading volume and significant owners. The stocks are sorted by industry group, and the most “investable” stocks (as determined by size and trading volume) are selected until approximately 85% of the free float adjusted market representation of each industry is reached. MSCI country indices capture approximately 85% of each country’s free float adjusted market capitalization while maintaining the overall industry exposure of the market. When combined as the MSCI EAFE^® Index, the regional index captures approximately 85% of the free float adjusted market capitalization of 21 developed countries around the world.

          The MSCI EAFE^® Index is primarily a large-capitalization index, with approximately 65% of its stocks falling in this category. Morgan Stanley determines the composition of the index based on a combination of factors including regional/country exposure, price, trading volume and significant owners, and can change its composition at any time.

          Russell 1000^® Value Index

          This is the benchmark for the Large-Cap Value Fund, Large-Cap Value Index Fund and the Enhanced Large-Cap Value Index Fund. The Russell 1000^® Value Index is a subset of the Russell 1000^® Index which represents the top 1,000 U.S. equity securities in market capitalization. The Russell 1000^® Value Index contains higher weightings of roughly one-third of the Russell 1000 securities with lower relative growth rates and price/book values and lower weightings of the roughly middle third of companies. The Russell 1000^® Value Index has higher weightings in those sectors of the market with typically lower relative valuations and growth rates, including sectors such as financial services and energy. As of December 31, 2007, the market capitalization of companies in the Russell 1000^® Value Index ranged from $0.5 billion to $527.8 billion, with a mean market capitalization of $117.4 billion and a median market capitalization of $5.2 billion.

          Russell Midcap^® Growth Index

          This is the benchmark for the Mid-Cap Growth Fund and the Mid-Cap Growth Index Fund. The Russell Midcap^® Growth Index is a subset of the Russell Midcap^® Index, which represents the 800 U.S. equity securities in market capitalization following the top 200 U.S. equity securities. The Russell Midcap^®

64 Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

Growth Index contains higher weightings in roughly one-third of these 800 Russell Midcap securities with higher relative growth rates and price/book values and lower weightings of the roughly middle third of companies. The Russell Midcap^® Growth Index has higher weightings in those sectors of the market with typically higher relative valuations and growth rates, including sectors such as technology, health care and telecommunications. As of December 31, 2007, the market capitalization of companies in the Russell Midcap^® Growth Index ranged from $0.6 billion to $42.1 billion, with a mean market capitalization of $9.9 billion and a median market capitalization of $4.5 billion.

          Russell Midcap^® Value Index

          This is the benchmark for the Mid-Cap Value Fund and the Mid-Cap Value Index Fund. The Russell Midcap^® Value Index is a subset of the Russell Midcap^® Index, which represents the 800 largest U.S. equity securities in market capitalization after the largest 200 U.S. equity securities. The Russell Midcap^® Value Index contains higher weightings of roughly one-third of these 800 Russell Midcap securities with lower relative growth rates and price/book values and lower weightings of the roughly middle third of companies. The Russell Midcap^® Value Index has higher weightings in those sectors of the market with typically lower relative valuations, including sectors such as financial services and energy. As of December 31, 2007, the market capitalization of companies in the Russell Midcap^® Value Index ranged from $0.5 billion to $42.1 billion, with a mean market capitalization of $8.96 billion and a median market capitalization of $3.90 billion.

          Russell 2000^® Index

          This is the benchmark for the Small-Cap Equity Fund and the Small-Cap Blend Index Fund. The Russell 2000^® Index represents the largest 2,000 U.S. equities in market capitalization following the top 1,000 U.S. equities. As of December 31, 2007, the market capitalization of companies in the Russell 2000^® Index ranged from $27 million to $8.4 billion, with a mean market capitalization of $1.4 billion and a median market capitalization of $588 million. The Russell Investment Group determines the composition of the index based solely on market capitalization, and can change its composition at any time.

          Russell 3000^® Index

          This is the benchmark for the Equity Index Fund and the Social Choice Equity Fund. The Russell 3000^® Index represents the 3,000 largest publicly traded U.S. companies, based on market capitalization. Russell 3000 companies represent about 98 percent of the total market capitalization of the publicly-traded U.S. equity market. As of December 31, 2007, the market capitalization of companies in the Russell 3000^® Index ranged from $27 million to $527.8 billion, with a mean market capitalization of $89.9 billion and a median market capitalization of $1.1 billion. The Russell Investment Group determines the composition of the index based only on market capitalization and can change its composition at any time.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus 65

          Russell Midcap^® Index

          This is the benchmark for the Mid-Cap Blend Index Fund. The Russell Midcap^® Index represents the 800 largest U.S. equity securities in market capitalization after the largest 200 U.S. equity securities. As of December 31, 2007, the market capitalization of companies in the Russell Midcap^® Index ranged from $0.5 billion to $42.1 billion, with a mean market capitalization of $9.5 billion and a median market capitalization of $4.3 billion. The Russell Investment Group determines the composition of the index based on a combination of factors including market capitalization, price/book ratio and long-term growth rate, and can change its composition at any time.

          Russell 2000^® Growth Index

          This is the benchmark for the Small-Cap Growth Index Fund. The Russell 2000^® Growth Index is a sub-set of the Russell 2000^® Index, which represents the largest 2,000 U.S. equities in market capitalization following the top 1,000 U.S. equities. As of December 31, 2007 the market capitalization of companies in the Russell 2000^® Growth Index ranged from $47 million to $8.4 billion, with a mean market capitalization of $1.6 billion and a median market capitalization of $633 million. The Russell Investment Group determines the composition of the index based on a combination of factors including market capitalization, price/book ratio and long-term growth rate, and can change its composition at any time.

          Russell 2000^® Value Index

          This is the benchmark for the Small-Cap Value Index Fund. The Russell 2000 Value Index is a sub-set of the Russell 2000^® Index, which represents the largest 2,000 U.S. equities in market capitalization following the top 1,000 U.S. equities. As of December 31, 2007, the market capitalization of companies in the Russell 2000^® Value Index ranged from $27 million to $6.1 billion, with a mean market capitalization of $1.2 billion and a median market capitalization of $551 million. The Russell Investment Group determines the composition of the index based on a combination of factors including market capitalization, price/book ratio and long-term growth rate, and can change its composition at any time.

          Dow Jones Wilshire Real Estate Securities Index

          This is the benchmark for the Real Estate Securities Fund. The Dow Jones Wilshire Real Estate Securities Index is a broad measure of the performance of publicly-traded real estate securities, such as REITs and real estate operating companies (“REOCs”). The Dow Jones Wilshire Real Estate Securities Index is capitalization weighted, is rebalanced monthly, and its returns are calculated on a buy and hold basis. The constituents of the Dow Jones Wilshire Real Estate Securities Index are equity owners and operators of commercial real estate deriving 75% or more of their total revenues from the ownership and operation of real estate assets. Excluded from the Dow Jones Wilshire Real Estate Securities Index are mortgage REITs, net lease REITs, real estate finance companies, home builders, large land owners and sub-dividers, hybrid REITs, and companies with more than 25% of their

66  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

assets in direct mortgage investments. A Company in the Dow Jones Wilshire Real Estate Securities Index must have a capitalization of at least $200 million at the time of its inclusion. If a company’s total market capitalization falls below $100 million and remains at that level for two consecutive quarters, it will be removed from the index.

          Lehman Brothers U.S. Aggregate Index

          This is the benchmark for the Bond Fund and the Bond Plus Fund II. The Lehman Brothers U.S. Aggregate Index covers the U.S. investment-grade fixed-rate bond market, including government and credit securities, agency mortgage pass through securities, asset-backed securities, and commercial mortgage-backed securities. This index contains approximately 9,193 issues. The Lehman Brothers U.S. Aggregate Index represents securities that are SEC-registered, taxable, and dollar denominated. The index covers the U.S. investment-grade fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities. These major sectors are subdivided into more specific indices that are calculated and reported on a regular basis. To be selected for inclusion in the Lehman Brothers Aggregate Bond Index, the securities must have a minimum maturity of one year and a minimum par amount outstanding of $250 million.

          Lehman Brothers U.S. Treasury Inflation-Protected Securities Index

          This is the benchmark for the Inflation-Linked Bond Fund. The Lehman Brothers U.S. Treasury Inflation-Protected Securities Index measures the return of fixed-income securities with fixed-rate coupon payments that adjust for inflation as measured by the Consumer Price Index (“CPI”). To be selected for inclusion in the Lehman Brothers U.S. Treasury Inflation-Protected Securities Index, the securities must have a minimum maturity of one year and a minimum par amount outstanding of $250 million.

          Lehman Brothers Mutual Fund Short (1-5 year)
          U.S. Government/Credit Index

          This is the benchmark for the Short-Term Bond Fund II. The Lehman Brothers Mutual Fund Short (1-5 year) U.S. Government/Credit Index tracks the performance primarily of U.S. Treasury and agency securities and corporate bonds with 1-5 year maturities.

          Merrill Lynch BB/B Cash Pay Issuer Constrained Index

          This is the benchmark for the High-Yield Fund II. The Merrill Lynch BB/B Cash Pay Issuer Constrained Index tracks the performance of bond securities that pay interest in cash and have a credit rating of BB or B. Merrill Lynch uses a composite of Fitch, Inc. Moody’s and S&P’s credit ratings in selecting bonds for this index. These ratings measure the risk that the bond issuer will fail to pay interest or to repay principal in full. The index is market weighted, so that larger bond issues have a greater effect on the index’s return. However, the representation of any single bond issuer is restricted to a maximum of 2% of the total index.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  67

          Lehman Brothers 10-Year Municipal Bond Index

          This is the benchmark for the Tax-Exempt Bond Fund II. The Lehman Brothers 10-Year Municipal Bond Index is a weighted index that tracks the performance of long-term, tax exempt bonds, meaning that the return of a larger security has a greater effect on the index’s return than that of a smaller one. Bonds in the index must have a minimum credit rating of Baa3/BBB– or higher, an outstanding part value of at least $7 million, and be issued as part of a transaction of at least $75 million.

ADDITIONAL INVESTMENT STRATEGIES

          Equity Funds

          The Equity Funds may also invest in short-term debt securities of the same type as those held by the Money Market Fund and other kinds of short-term instruments for cash management and other purposes. These securities help the Funds maintain liquidity, use cash balances effectively, and take advantage of attractive investment opportunities. The Equity Funds also may invest up to 20% of their total assets in fixed-income securities.

          Each Equity Fund also may buy and sell: (1) put and call options on securities of the types they each may invest in and on securities indices composed of such securities, (2) futures contracts on securities indices composed of securities of the types in which each may invest, and (3) put and call options on such futures contracts. The Funds may use such options and futures contracts for hedging and cash management purposes and to increase total return. Futures contracts permit a Fund to gain 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 the Equity Funds deem advisable for other reasons, the Funds may invest in investment company securities, such as exchange-traded funds (“ETFs”). The Equity Funds 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 an Equity 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. To manage currency risk, these Funds 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 Equity Funds can also invest in derivatives and other similar financial instruments, such as equity swaps (including contracts for difference (“CFD”), 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) and equity-linked fixed-income securities, so long as these derivatives and financial instruments are consistent with the Fund’s investment objective and restrictions, policies and current regulations.

68  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

          The Real Estate Securities Fund

          The Real Estate Securities Fund may utilize the investment strategies used by the Equity Funds that are described above, as well as the investment strategies used by the Fixed-Income Funds that are described below.

          The Fixed-Income Funds

          The Fixed-Income Funds may make certain other investments, but not as principal strategies. For example, these Funds may invest in interest-only and principal-only mortgage-backed securities. These instruments have unique characteristics and are more sensitive to prepayment and extension risks than traditional mortgage-backed securities. Similarly, the Fixed-Income Funds may also buy and sell put and call options, futures contracts, and options on futures. The Funds intend to use options and futures primarily as a hedging technique or for cash management. To manage currency risk, these Funds can also enter into forward currency contracts, and buy or sell options and futures on foreign currencies. These Funds can also buy and sell swaps and options on swaps, so long as these are consistent with each Fund’s investment objective and restrictions. Additionally, the Fixed-Income Funds may invest in other investment companies, such as ETFs, for cash management and other purposes, including to gain exposure to certain sectors or securities that are represented by ownership in ETFs. When invested in other investment companies, the Funds will bear their proportionate share of expenses charged by these investment companies.

          The Money Market Fund

          The Money Market Fund seeks to maintain a stable net asset value of $1.00 per share of the Money Market Fund by investing in assets that present minimal credit risk, maintaining an average weighted maturity of 90 days or less, and investing all of the Fund’s assets in U.S. dollar-denominated securities or other instruments maturing in 397 days or less. The Money Market Fund cannot assure you that it will be able to maintain a stable net asset value of $1.00 per share.

          Please see the SAI for more information on these and other investments the Funds may utilize.

PORTFOLIO HOLDINGS

          A description of the Funds’ policies and procedures with respect to the disclosure of their portfolio holdings is available in the Funds’ SAI.

PORTFOLIO TURNOVER

          A Fund that engages in active and frequent trading of portfolio securities will have a correspondingly higher “portfolio turnover rate.” A high portfolio turnover rate generally will result in (1) greater brokerage commission expenses borne by a Fund and, ultimately, by shareholders and (2) higher amounts of realized investment gain subject to the payment of taxes by shareholders. None of the Funds are subject to a specific limitation on portfolio turnover, and securities of each Fund may be sold at any time such sale is deemed advisable for investment

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  69

or operational reasons. In general, the actively-managed Equity Funds will have higher portfolio turnover rates than the Index Funds. Also certain trading strategies utilized by the Fixed-Income Funds may increase portfolio turnover. The portfolio turnover rates of the other Funds (other than the Money Market Fund) during recent fiscal periods are included below in their Financial Highlights. Once the Enhanced Index Funds have completed one calendar year of operations, their portfolio turnover rates will be made available in their Financial Highlights.

SHARE CLASSES

          Each Fund may also offer Retirement or Retail Class shares. However, each Fund does not necessarily offer all three share classes. Each Fund’s investments are held by the Fund as a whole, not by a particular share class, so your money will be invested the same way no matter which class of shares you buy. However, there are differences among the fees and expenses associated with each class and not everyone is eligible to buy every class. Please see the respective prospectuses for each of the classes for more information, including expenses and eligibility requirements. After determining which classes you are eligible to buy, decide which class best suits your needs. Please contact the Funds if you have questions or would like assistance in determining which class is right for you.

MANAGEMENT OF THE FUNDS

THE FUNDS’ INVESTMENT ADVISER

          Advisors manages the assets of the Trust, under the supervision of the Board of Trustees. Advisors is an indirect wholly-owned subsidiary of 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 the TIAA-CREF Life Funds. Through an affiliated investment adviser, TIAA-CREF Investment Management, LLC (“Investment Management”), the personnel of Advisors also manage the investment accounts of CREF. As of December 31, 2007, Advisors and Investment Management together had approximately $234 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 Funds offered in this Prospectus, however, pay the management fees and other expenses that are described in the table on Fees and Expenses in the Prospectus. The fees paid by the Funds to Advisors and its affiliates are intended to compensate these service providers for their services to the Funds and are not limited to the

70  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

reimbursement of the service providers’ costs. Thus, under these arrangements, Advisors and its affiliates can earn a profit or incur a loss on the services which they render to the Funds.

          Advisors’ duties include conducting research, recommending investments, and placing orders to buy and sell securities. Advisors also supervises and acts as liaison among the various service providers to the Funds, such as the custodian and transfer agent.

          Advisors manages the assets of the Funds described in this Prospectus pursuant to two separate investment management agreements with the Trust: (1) the original agreement that dates from the Funds’ inception (the “Original Management Agreement”) which continues to apply only to the Growth Equity Fund; and (2) a newer agreement that was approved by shareholders of every Fund but the Growth Equity Fund (the “New Management Agreement”). The annual investment management fees charged under each Management Agreement with respect to each Fund are as follows:

INVESTMENT MANAGEMENT FEES

Fund(s)	Assets Under Management (Billions)	Fee Rate (average daily net assets)
Growth Equity Fund	All Assets	0.08%
International Equity Fund*	$0.0–$1.0	0.50%
Real Estate Securities Fund*	Over $1.0–$2.5	0.48%
	Over $2.5–$4.0	0.46%
	Over $4.0	0.44%
For the fiscal year ended September 30, 2007, the effective annual fee rate was 0.49% and 0.50% for the International Equity Fund and Real Estate Securities Fund, respectively.
Growth & Income Fund*	$0.0–$1.0	0.45%
Large-Cap Value Fund*	Over $1.0–$2.5	0.43%
Large-Cap Growth Fund*	Over $2.5–$4.0	0.41%
	Over $4.0	0.39%
For the fiscal year ended September 30, 2007, the effective annual fee rate was 0.08%, 0.45% and 0.08% for the Growth & Income Fund, Large-Cap Value Fund and Large-Cap Growth Fund, respectively.
Mid-Cap Growth Fund*	$0.0–$0.5	0.48%
Mid-Cap Value Fund*	Over $0.5–$0.75	0.46%
Small-Cap Equity Fund*	Over $0.75–$1.00	0.44%
	Over $1.0	0.42%
For the fiscal year ended September 30, 2007, the effective annual fee rate was 0.48%, 0.47% and 0.48% for the Mid-Cap Growth Fund, Mid-Cap Value Fund and Small-Cap Equity Fund, respectively.

* To understand the impact of these break points, please see the Funds’ most recent shareholder report or go to www.tiaa-cref.org for the Funds’ net assets as of a relatively recent date.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  71

INVESTMENT MANAGEMENT FEES (concluded)

Fund(s)	Assets Under Management (Billions)	Fee Rate (average daily net assets)
Large-Cap Growth Index Fund	All Assets	0.04%
Large-Cap Value Index Fund
Equity Index Fund
S&P 500 Index Fund
Mid-Cap Growth Index Fund
Mid-Cap Value Index Fund
Mid-Cap Blend Index Fund
Small-Cap Growth Index Fund
Small-Cap Value Index Fund
Small-Cap Blend Index Fund
International Equity Index Fund
Enhanced International Equity Index Fund	All Assets	0.45%
Enhanced Large-Cap Growth Index Fund	All Assets	0.35%
Enhanced Large-Cap Value Index Fund	All Assets	0.35%
Social Choice Equity Fund	All Assets	0.15%
Bond Fund*	$0.0–$1.0	0.30%
Inflation-Linked Bond Fund*	Over $1.0–$2.5	0.29%
Bond Plus Fund II*	Over $2.5–$4.0	0.28%
Tax Exempt Bond Fund*	Over $4.0	0.27%
For the fiscal year ended September 30, 2007, the effective annual fee rate was 0.30% for each of the Bond Fund, Inflation-Linked Bond Fund, Bond Plus Fund II and Tax-Exempt Bond Fund II.
Money Market Fund	All Assets	0.10%
Managed Allocation Fund II	All Assets	0.00%
Short-Term Bond Fund II*	$0.0–$1.0	0.25%
	Over $1.0–$2.5	0.24%
	Over $2.5–$4.0	0.23%
	Over $4.0	0.22%
For the fiscal year ended September 30, 2007, the effective annual fee rate was 0.25% for the Short-Term Bond Fund II.
High-Yield Fund II*	$0.0–$1.0	0.35%
	Over $1.0–$2.5	0.34%
	Over $2.5–$4.0	0.33%
	Over $4.0	0.32%
For the fiscal year ended September 30, 2007, the effective annual fee rate was 0.35% for the High-Yield Fund II.

* To understand the impact of these break points, please see the Funds’ most recent shareholder report or go to www.tiaa-cref.org for the Funds’ net assets as of a relatively recent date.

72  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

          A discussion regarding the basis for the Board of Trustees’ most recent approval of each of the Enhanced Index Fund’s investment management agreement will be available in the Funds’ next semi-annual shareholder report for the period ending March 31, 2008. A discussion regarding the basis for the Board of Trustees’ most recent approval of each of the other Funds’ investment management agreements is available in the Funds’ annual shareholder report for the fiscal year ended September 30, 2007. For a free copy of the Funds’ shareholder reports, please call 800 842-2776, visit the Funds’ website at www.tiaa-cref.org/mfs or visit the SEC’s website a www.sec.gov.

PORTFOLIO MANAGEMENT TEAMS

          Each Fund is managed by a team of managers, whose members are jointly responsible for the day-to-day management of the Fund, with expertise in the area(s) applicable to each Fund’s investments. The following is a list of members of the management teams primarily responsible for managing each Fund’s investments, along with their relevant experience. The members of the team may change from time to time.

			Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
GROWTH EQUITY FUND
Susan Hirsch Managing Director	Stock Selection - Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates - 2005 to Present (portfolio management of domestic large-cap portfolios), Jennison Associates – 2001 to 2005 (portfolio management of mid-cap growth and technology sector portfolios)	2005	1975	2005
Andrea Mitroff Managing Director	Stock Selection	Teachers Advisors, Inc., TIAA and its affiliates - 2006 to Present (portfolio management of domestic large-cap growth portfolios), Merrill Lynch – 1999 to 2006 (portfolio management of domestic large-cap core and global multi-cap growth portfolios)	2006	1988	2007

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  73

			Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
GROWTH & INCOME FUND
Susan Kempler Managing Director	Stock Selection	Teachers Advisors, Inc., TIAA and its affiliates - 2005 to Present (portfolio management of domestic large-cap core portfolios), Citigroup Asset Management – 1997 to 2005 (portfolio management of domestic large- and mid-cap core portfolios)	2005	1987	2005
William M. Riegel Managing Director	Portfolio Risk Management	Teachers Advisors, Inc., TIAA and its affiliates - 1999 to Present (Head of Global Equity Portfolio Management)	1999	1979	2005
INTERNATIONAL EQUITY FUND
Shigemi (Amy) Hatta Managing Director	Stock Selection	Teachers Advisors, Inc., TIAA and its affiliates – 2007 to Present (portfolio management of inter- national large-cap core portfolios), 2002 to 2007 (head of Japan equity research team)	2002	1995	2007
Christopher F. Semenuk Managing Director	Stock Selection – Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 1993 to Present (portfolio management of inter- national large-cap core portfolios)	1993	1987	1999
LARGE-CAP GROWTH FUND
Susan Hirsch Managing Director	Stock Selection - Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic large-cap portfolios), Jennison Associates – 2000 to 2005 (portfolio management of mid-cap growth and technology sector portfolios)	2005	1975	2005
Andrea Mitroff Managing Director	Stock Selection	Teachers Advisors, Inc., TIAA and its affiliates – 2006 to Present (portfolio management of domestic large-cap growth portfolios), Merrill Lynch – 1999 to 2006 (portfolio management of domestic large-cap core and global multi-cap growth portfolios)	2006	1988	2007

74  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

			Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
LARGE-CAP VALUE FUND
Richard Cutler Managing Director	Stock Selection – Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 1997 to Present (portfolio management of domestic large-cap value portfolios)	1997	1991	2002
Athanasios (Tom) Kolefas, CFA Managing Director	Stock Selection	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic mid-cap value portfolios), Jennison Associates - 2000 to 2004 (portfolio management of domestic large-cap value portfolios)	2004	1987	2004
MID-CAP GROWTH FUND
George (Ted) Scalise, CFA Managing Director	Stock Selection – Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 2006 to Present (portfolio management of domestic mid-cap growth portfolios), Duncan- Hurst Capital Management - 1996 to 2006 (portfolio management of domestic large- and mid-cap growth portfolios)	2006	1995	2006
Susan Hirsch Managing Director	Stock Selection	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic large-cap portfolios), Jennison Associates – 2000 to 2005 (portfolio management of mid-cap growth and technology sector portfolios)	2005	1975	2007
MID-CAP VALUE FUND
Athanasios (Tom) Kolefas, CFA Managing Director	Stock Selection – Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic mid-cap value portfolios), Jennison Associates - 2000 to 2004 (portfolio management of domestic large-cap value portfolios)	2004	1987	2004
Richard Cutler Managing Director	Stock Selection	Teachers Advisors, Inc., TIAA and its affiliates – 1997 to Present (portfolio management of domestic large-cap value portfolios)	1997	1991	2002

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  75

			Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
SMALL-CAP EQUITY FUND
Michael S. Shing, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic large-cap and small-cap core portfolios),Barclays Global Investors – 1993 to 2004 (Research Officer responsible for Japanese equity strategy and portfolio management of Japanese equity portfolios)	2004	1990	2004
Adam Cao Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2006 to Present (portfolio management of domestic small-cap portfolios), Procinea Management – 2005 to 2006 (quantitative market research associate for alternative asset classes), Teachers Advisors, Inc., TIAA and its affiliates – 2004 to 2005 (quantitative equity market research with coverage of domestic and global multi-cap portfolios), Barra – 1996 to 2004 (quantitative equity market research & risk modeling)	2004	1996	2005
LARGE-CAP GROWTH INDEX FUND
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic and international large-, mid-, and small-cap equity index portfolios), Mellon Capital Management – 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic and international large-, mid-, and small-cap equity index portfolios), Mellon Transition Management Services – 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004

76  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

			Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
LARGE-CAP VALUE INDEX FUND
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Capital Management – 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Transition Management Services – 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004
EQUITY INDEX FUND
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Capital Management – 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Transition Management Services – 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  77

			Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
S&P 500 INDEX FUND
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Capital Management – 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Transition Management Services – 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004
MID-CAP GROWTH INDEX FUND
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Capital Management – 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Transition Management Services – 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004

78  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

			Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
MID-CAP VALUE INDEX FUND
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Capital Management – 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Transition Management Services – 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004
MID-CAP BLEND INDEX FUND
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Capital Management – 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Transition Management Services – 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  79

			Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
SMALL-CAP GROWTH INDEX FUND
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Capital Management – 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Transition Management Services – 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004
SMALL-CAP VALUE INDEX FUND
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Capital Management – 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Transition Management Services – 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004

80  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

			Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
SMALL-CAP BLEND INDEX FUND
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Capital Management – 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Transition Management Services – 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004
INTERNATIONAL EQUITY INDEX FUND
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Capital Management – 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Transition Management Services – 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  81

			Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
ENHANCED INTERNATIONAL EQUITY INDEX FUND
Jacob Pozharny Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2001 to Present (portfolio management of developed market international equity portfolios (Europe, Pacific and Canada) and small-cap developed foreign market and emerging market portfolios)	2001	1993	2007
Steve Rossiello, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 1996 to Present (portfolio management of developed market international equity portfolios (Europe, Pacific and Canada) and small-cap developed foreign market and emerging market portfolios)	1996	1992	2007
ENHANCED LARGE-CAP GROWTH INDEX FUND
Ruxiang (Michael) Qian Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2000 to Present (portfolio management of domestic large-cap and small-cap growth oriented portfolios)	2000	2000	2007
Kelvin Zhang Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2007 to Present (portfolio management of domestic large-cap and small-cap growth oriented portfolios), BlackRock/ Merrill Lynch & Co., Inc. – 2003 to 2007 (various research and portfolio management responsibilities for domestic and international enhanced index strategies)	2007	2003	2007

82  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

			Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
ENHANCED LARGE-CAP VALUE INDEX FUND
Michael S. Shing, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic large-cap and small-cap core portfolios), Barclays Global Investors – 1993 to 2004 (Research Officer responsible for Japanese equity strategy and portfolio management of Japanese equity portfolios)	2004	1990	2007
SOCIAL CHOICE EQUITY FUND
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic and international large-, mid-, and small-cap equity index portfolios), Mellon Capital Management – 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic and international large-, mid-, and small-cap equity index portfolios), Mellon Transition Management Services – 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  83

			Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
REAL ESTATE SECURITIES FUND
Thomas M. Franks, CFA Managing Director	Portfolio Risk Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (Head of Global Equity Research)	2001	1997	2006
David Copp Director	Stock Selection – REITS	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic REIT portfolios), RBC Capital Markets – 2002 to 2005 (senior research analyst covering REITs)	2005	1996	2005
Brendan W. Lee Associate	Stock Selection – REITs	Teachers Advisors, Inc., TIAA and its affiliates – 2006 to Present (portfolio management of domestic REIT portfolios), Cliffwood Partners – 1998 to 2006 (senior research analyst supporting REIT hedge fund and long-only strategies)	2006	1998	2006
MANAGED ALLOCATION FUND II
John M. Cunniff, CFA Managing Director	Asset Allocation (Allocation Strategies)	Teachers Advisors, Inc., TIAA and its affiliates – 2006 to Present (quantitative portfolio manager); Morgan Stanley Investment Management – 2001 to 2006 (U.S. Research Director (oversight of equity research analysis team for U.S. market segments)).	2006	1992	2006
Hans L. Erickson, CFA Managing Director	Asset Allocation (General Oversight)	Teachers Advisors, Inc., TIAA and its affiliates – 1996 to Present (oversight responsibility for all quantitative equity strategies, equity index funds and asset allocation funds)	1996	1988	2006
Pablo Mitchell Associate	Asset Allocation (Daily Portfolio Management)	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (quantitative portfolio manager; various quantitative equity research responsibilities); Thomson Vestek – 2003 to 2004 (senior quantitative researcher for equity and fixed-income performance analysis and risk modeling)	2004	2002	2006

84  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

			Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
BOND FUND
John M. Cerra Managing Director	Fixed-Income Security Selection - Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 1985 to Present (fixed-income credit research & portfolio management)	1985	1985	2003
Richard W. Cheng Director	Fixed-Income Security Selection/ Trading – Corporate Bonds	Teachers Advisors, Inc., TIAA and its affiliates – 1997 to Present (fixed-income credit research & portfolio management)	1997	1991	2001
Stephen Liberatore, CFA Managing Director	Fixed-Income Security Selection - Corporate Bonds	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (fixed-income credit research & portfolio management), Nationwide Mutual Insurance Company – 2003 to 2004 (fixed-income credit research & portfolio management), Protective Life Corporation – 1999 to 2002 (fixed-income credit research & portfolio management)	2004	1994	2004
Steven Raab, CFA Director	Fixed-Income Security Selection/ Trading – MBS, CMBS & ABS	Teachers Advisors, Inc., TIAA and its affiliates – 1991 to Present (fixed-income credit research & portfolio management)	1991	1991	2004
BOND PLUS FUND II
John M. Cerra Managing Director	Fixed-Income Security Selection - Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 1985 to Present (fixed-income credit research & portfolio management)	1985	1985	2003
Richard W. Cheng Director	Fixed-Income Security Selection/ Trading – Corporate Bonds	Teachers Advisors, Inc., TIAA and its affiliates – 1997 to Present (fixed-income credit research & portfolio management)	1997	1991	2001

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  85

			Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
BOND PLUS FUND II (continued)
Stephen Liberatore, CFA Managing Director	Fixed-Income Security Selection - Corporate Bonds	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (fixed-income credit research & portfolio management), Nationwide Mutual Insurance Company – 2003 to 2004 (fixed-income credit research & portfolio management), Protective Life Corporation – 1999 to 2002 (fixed-income credit research & portfolio management)	2004	1994	2004
Steven Raab, CFA Director	Fixed-Income Security Selection/ Trading – MBS, CMBS & ABS	Teachers Advisors, Inc., TIAA and its affiliates – 1991 to Present (fixed-income credit research & portfolio management)	1991	1991	2004
SHORT-TERM BOND FUND II
John M. Cerra Managing Director	Fixed-Income Security Selection - Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 1985 to Present (fixed-income credit research & portfolio management)	1985	1985	2003
Richard W. Cheng Director	Fixed-Income Security Selection/ Trading – Corporate Bonds	Teachers Advisors, Inc., TIAA and its affiliates – 1997 to Present (fixed-income credit research & portfolio management)	1997	1991	2001
Stephen Liberatore, CFA Managing Director	Fixed-Income Security Selection - Corporate Bonds	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (fixed-income credit research & portfolio management), Nationwide Mutual Insurance Company – 2003 to 2004 (fixed-income credit research & portfolio management), and Protective Life Corporation – 1999 to 2002 (fixed-income credit research & portfolio management)	2004	1994	2004
Steven Raab, CFA Director	Fixed-Income Security Selection/ Trading – MBS, CMBS & ABS	Teachers Advisors, Inc., TIAA and its affiliates – 1991 to Present (fixed-income credit research & portfolio management)	1991	1991	2004

86  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

			Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
HIGH-YIELD FUND II
Michael J. Ainge, CFA Director	Fixed-Income Security Selection – Research	Teachers Advisors, Inc., TIAA and its affiliates – 2006 to Present (Director on High-Yield Team responsible for covering the chemicals, energy and utilities industries) and 1998 – 2006 (analyst evaluating corporate private placement and investment-grade public debt offerings)	1998	1992	2006
Jean C. Lin, CFA Director	Fixed-Income Security Selection – Research	Teachers Advisors, Inc., TIAA and its affiliates – 1994 to Present (Director on High-Yield Team (responsible for covering forestry products, packaging, homebuilding, building materials, cable and satellite television, and telecommunications industries) and former analyst in Private Placements Group (evaluating both investment-grade and high-yield securities in a variety of industries))	1994	1994	2006
Kevin R. Lorenz, CFA Managing Director	Fixed-Income Security Selection – Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 1987 to Present (Managing Director and former analyst in Private Placements Group (evaluating both investment-grade and high-yield securities in a variety of industries))	1987	1987	2006
John G. Morriss Director	Fixed-Income Security Selection – Research	Teachers Advisors, Inc., TIAA and its affiliates – 1998 to Present (Managing Director in High-Yield Research responsible for covering media, technology and healthcare industries), Chase Manhattan Bank - 1990 to 1998 (trader for European currency forwards and U.S. and European interest-rate futures)	1998	1990	2006
Cynthia Bush Director	Fixed-Income Security Selection - Research	Teachers Advisors, Inc., TIAA and its affiliates – 2000 to Present (fixed-income credit research & portfolio management)	2000	1991	2004

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  87

			Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
TAX-EXEMPT BOND FUND II
Peter Scola Managing Director	Fixed-Income Security Selection – Research	Teachers Advisors, Inc., TIAA and its affiliates – 1998 to Present (fixed-income credit research & portfolio management)	1998	1967	2006
INFLATION-LINKED BOND FUND
Steven I. Traum Managing Director	Fixed-Income Security Selection – Trader/Research	Teachers Advisors, Inc., TIAA and its affiliates – 1983 to Present (fixed-income portfolio management)	1983	1980	2004
MONEY MARKET FUND
Michael F. Ferraro, CFA Director	Fixed-Income Security Selection – Trader/Research	Teachers Advisors, Inc., TIAA and its affiliates – 1998 to Present (fixed-income credit research & portfolio management)	1998	1974	1999

          The Funds’ SAI provides additional disclosure about the compensation structure of each of the Fund’s portfolio managers, the other accounts they manage, total assets in those accounts and potential conflicts of interest, as well as the portfolio managers’ ownership of securities in the Funds they manage.

OTHER SERVICES

          With respect to Growth Equity Fund, the Trust has entered into a Service Agreement with Advisors, under which Advisors has agreed to provide or arrange for a number of services to the Fund, including transfer agency, dividend disbursing, accounting, administrative and shareholder services. Growth Equity Fund’s compensation to Advisors for these services is reflected as an administrative expense of the Fund. Advisors may rely on affiliated or unaffiliated persons to fulfill its obligations under the Service Agreement.

          The Funds that are subject to the New Management Agreement are not parties to the Service Agreement described above. Instead, responsibility for payment of their administrative expenses is allocated either directly to the Funds or to Advisors through the New Management Agreement.

DISTRIBUTION ARRANGEMENTS

          Teachers Personal Investors Services, Inc. (“TPIS”) distributes each Fund’s 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 each Fund. TPIS may seek reimbursement under the

88  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

distribution plan to pay such other intermediaries for expenses incurred in the sale and promotion of Retail Class shares. In addition TPIS, Services or Advisors may pay intermediaries out of their own assets to support the distribution of Retirement or Institutional Class 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.

CALCULATING SHARE PRICE

          Each 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 each Fund is calculated as of the time when regular trading closes on the NYSE (generally, 4:00 p.m. Eastern Time). The Funds do not price their shares on days that the NYSE is closed. Each Fund’s NAV is computed by calculating the value of the Fund’s assets, less its liabilities, and its NAV per share is computed by dividing its NAV allocable to each share class by the number of outstanding shares of that class.

          If a 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 Fund’s portfolio may change on days when shareholders will not be able to purchase or redeem Fund shares.

          For Funds other than the Money Market Fund, the Funds usually use market quotations or values obtained from independent pricing services to value securities and other instruments held by the Funds. If market quotations or values from independent pricing services are not readily available or are not considered reliable, the Funds will use a security’s “fair value,” as determined in good faith using procedures approved by the Board of Trustees. The Funds may 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 a Fund’s NAV is calculated. For example, the Funds might use a domestic security’s 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 a Fund’s 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 a Fund’s NAV.

          Fair value pricing most commonly occurs with securities that are primarily traded outside the United States. Fair value pricing may occur, for instance, when there are significant market movements in the U.S. after foreign markets have closed, and there is the expectation that securities traded on foreign markets will adjust based on market movements in the U.S. when their markets open the next day. In these cases, the Funds may fair value certain foreign securities when it is believed the last traded price on the foreign market does not reflect the value of that security at 4:00 p.m. Eastern Time. This may have the effect of decreasing

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  89

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 an affected Fund to the detriment of longer-term shareholders, it may 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 Funds to examine whether to fair value foreign securities when there is a significant 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. The Funds also examine 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. Additionally, the Funds may fair value domestic 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 (other than those in the Money Market Fund) with maturities of one year or less are valued using market quotations or independent pricing sources or derived from a pricing matrix that has various types of money market instruments along one axis and various maturities along the other.

          To calculate the Money Market Fund’s NAV per share, the Fund’s portfolio securities are valued at their amortized cost. This valuation method does not take into account unrealized gains or losses on the Fund’s portfolio securities. Amortized cost valuation involves first valuing a security at cost, and thereafter assuming an amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the security’s market value. While this method provides certainty in valuation, there may be times when the value of a security, as determined by amortized cost, may be higher or lower than the price the Money Market Fund would receive if it sold the security.

DIVIDENDS AND DISTRIBUTIONS

          Each 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 securities held by the Fund and capital gains realized from the sale of securities. The following table shows how often the Funds plan to pay dividends:

Fund	Dividend Paid
Growth Equity Fund	Annually
Growth & Income Fund	Quarterly
International Equity Fund	Annually
Large-Cap Growth Fund	Annually
Large-Cap Value Fund	Annually
Mid-Cap Growth Fund	Annually
Mid-Cap Value Fund	Annually
Small-Cap Equity Fund	Annually

Fund	Dividend Paid
Large-Cap Growth Index Fund	Annually
Large-Cap Value Index Fund	Annually
Equity Index Fund	Annually
S&P 500 Index Fund	Annually
Mid-Cap Growth Index Fund	Annually
Mid-Cap Value Index Fund	Annually

90  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

Fund	Dividend Paid
Mid-Cap Blend Index Fund	Annually
Small-Cap Growth Index Fund	Annually
Small-Cap Value Index Fund	Annually
Small-Cap Blend Index Fund	Annuall
International Equity Index Fund	Annually
Enhanced International Equity Index Fund	Annually
Enhanced Large-Cap Growth Index Fund	Annually
Enhanced Large-Cap Value Index Fund	Annually
Social Choice Equity Fund	Annually

Fund	Dividend Paid
Real Estate Securities Fund	Quarterly
Managed Allocation Fund II	Quarterly
Bond Fund	Monthly
Bond Plus Fund II	Monthly
Short-Term Bond Fund II	Monthly
High-Yield Fund II	Monthly
Tax Exempt Bond Fund II	Monthly
Inflation-Linked Bond Fund	Quarterly
Money Market Fund	Monthly

          Although dividends are paid monthly from the Money Market Fund, these dividends are calculated and declared daily.

          Effective May 1, 2008, the Bond Fund, Bond Plus Fund II, Short-Term Bond Fund II, High-Yield Fund II and Tax Exempt Bond Fund II will switch from declaring dividends monthly to declaring dividends as of each business day of the calendar year (to the extent such dividends are not previously distributed). These Funds will continue to pay dividends monthly.

          The Funds intend to pay net capital gains, if any, annually. Holders of Institutional Class shares may elect from among 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 will be automatically reinvested in additional shares 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 will be automatically reinvested in additional shares of another Fund in which you already hold shares.
3.	Income-Earned Option. Your long-term capital gain distributions will be 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 will be 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 each Fund’s distribution date, the Fund makes distributions on a per share basis to the shareholders who owned Fund shares on the record date. The Funds do 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.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  91

          Shareholders who hold their Institutional Class shares through a variable 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 product issuer or your plan sponsor or intermediary for more details.

TAXES

          As with any investment, you should consider how your investment in any Fund will be taxed.

          Taxes on dividends and distributions. Unless you are tax-exempt or hold Fund shares in a tax-deferred account, you must pay 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 a Fund are taxed as ordinary income, and long-term capital gain distributions are taxed as long-term capital gains. Every January, a statement showing the taxable distributions paid to you in the previous year from each Fund will be sent to you and the Internal Revenue Service (“IRS”). Long-term capital gain distributions generally may be taxed at a maximum federal rate of 15% to individual investors (or at 5% (0% for taxable years beginning after December 31, 2007) to individual investors who are in the 10% or 15% tax bracket). These rates are currently scheduled to apply through 2010. 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 a 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 a Fund. Notwithstanding this, certain holding period requirements with respect to a shareholder’s shares in a 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 2010. Additional information about this can be found in the SAI.

          Taxes on transactions. Unless a transaction involves Fund shares held in a tax-deferred account, redemptions, including sales and 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.

92  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

          Whenever you sell shares of a Fund, you will be sent a confirmation statement showing how many shares you sold and at what price. However, you or your tax preparer must determine whether this sale resulted in a capital gain or loss and the amount of tax to be paid on any gain. Be sure to keep your regular account statements; the information they contain will be essential in calculating the amount of your capital gains or losses.

          Backup withholding. If you fail to provide a correct taxpayer identification number or fail to certify that it is correct, the Funds are required by law to withhold 28% of all the distributions and redemption proceeds paid from your account. The Funds are also required to begin backup withholding if instructed by the IRS to do so.

          “Buying a dividend.” If you buy shares just before a 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. This is referred to as “buying a dividend.” For example, assume you bought shares of a 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 401(a), 401(k) or 403(b) plans or IRAs, 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 a Fund and its investments and these taxes generally will reduce such Fund’s distributions. If a 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 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, a 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 a 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.

          Special considerations for Inflation-Linked Bond Fund shareholders. Periodic adjustments for inflation to the principal amount of an inflation-indexed bond held by the Inflation-Linked Bond Fund may give rise to original issue discount, which will be included in the Fund’s gross income. Due to original issue discount, the Fund may be required to make annual distributions to shareholders that exceed the cash received, which may cause the Fund to liquidate certain investments when it is not advantageous to do so. Also, if the principal value of an inflation-indexed bond is adjusted downward due to deflation, amounts previously distributed in the taxable year of the adjustment may be characterized in some circumstances as a return of capital.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  93

          Taxes Related to Employee Benefit Plans or IRAs. Generally, individuals are not subject to federal income tax in connection with Institutional Class shares they hold (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.

          This information is only a brief summary of certain federal income tax information about your investment in a 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 a Fund in your particular situation. Additional tax information can be found in the SAI.

YOUR ACCOUNT: PURCHASING, REDEEMING
OR EXCHANGING SHARES

INSTITUTIONAL CLASS ELIGIBILITY

          Institutional Class shares of the Funds are available for purchase by or through certain intermediaries affiliated with TIAA-CREF, or other non-affiliated persons or intermediaries, such as state-sponsored tuition savings plans or prepaid plans or insurance company separate accounts, or employer-sponsored employee benefit plans, who have entered into a contract or arrangement 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 offered 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. Shareholders investing through such a plan may have to pay additional expenses related to the administration of such plans. Collectively, investors that have contracted with the Trust or its affiliates to offer Institutional Class shares of the Funds and entities that are affiliated with the Trust, Advisors or TPIS are referred to as “Eligible Investors” in the rest of this Prospectus.

          Under certain circumstances, Institutional Class shares of the Funds may be offered directly to certain individuals or institutions (“Direct Purchaser”).

          No minimum initial investment is required to purchase Institutional Class shares of any Fund by or through the following categories of Eligible Investors:

• Certain financial intermediaries that have entered into an appropriate agreement with the Funds, Advisors and/or TPIS directly or via their trading agent, including:

• Financial intermediaries affiliated with Advisors,

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• 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 Funds 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 affiliated with Advisors, including funds of funds;

• 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 Funds 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 Funds may approve from time to time.

          With respect to the categories of investors listed below, the following minimum initial investment amounts for purchases of Institutional Class shares of a Fund are applicable: $10 million with respect to each Index Fund (except for the Enhanced Index Funds) and $2 million with respect to each other Fund (including each Enhanced Index Fund):

• Individual or institutional investors, including financial institutions, corporations, partnerships, foundations, banks, trusts, endowments, government entities or other similar entities, that invest directly in a 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 Funds, Advisors and/or TPIS directly or via their trading agent and

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	which receive compensation from the Funds for services provided to investors who hold Fund shares through such entities, including, but not limited to, shareholder servicing or sub-accounting services; or
•	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 Funds for services provided to investors who hold Fund shares through such entities, including, but not limited to, shareholder servicing or sub-accounting services.

          Please note that the initial minimum investment requirement must be met at the time of initial investment or, as approved by the Funds’ management, over a reasonable period of time. At its sole discretion, each Fund reserves the right to convert any Institutional Class shareholder’s shares to another class of shares of the same 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 Funds 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 Funds’ management reserves the right to waive or modify eligibility requirements for the Institutional Class at any time for any investor or financial intermediary.

HOW TO PURCHASE SHARES

          Eligible Investors and Direct Purchasers may invest directly in the Institutional Class shares of the Funds. 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 Funds will only accept accounts with a U.S. address of record. The Funds will not accept a P.O. Box as the address of record.

          There may be circumstances when the Funds will not accept new investments in one or more of the Funds. The Funds reserve the right to suspend or terminate the offering of shares by one or more Funds at any time without prior notice. The Funds also reserve the right to reject any application or investment or any other specific purchase request.

          As described above, the Funds impose minimum investment requirements for certain Eligible Investors and Direct Purchasers. However, investors purchasing Institutional 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 Institutional Class shares. Please contact your intermediary or plan sponsor for more information.

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          The Funds consider 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 Funds will not accept third-party checks. (The Funds consider any check not made payable directly to TIAA-CREF Institutional Mutual Funds as a third-party check). The Funds cannot accept checks made out to you or other parties and signed over to the Funds. The Funds will not accept payment in the following forms: travelers’ checks, money orders, credit card convenience checks, cashier’s checks, cash or starter checks. The Funds 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 Funds 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 9905-454-6

          Specify on the wire:

• The TIAA-CREF Institutional Mutual Funds-Institutional Class

• Account registration (names of registered owners), address and social security number(s) or taxpayer identification number;

• Indicate if this is for a new or existing account (provide Fund account number if existing)

• The Fund or Funds in which you want to invest, and amount per Fund 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. Once a Fund account has been opened, shareholders do not have to send the Funds an application again.

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          To open an account or purchase shares by mail (Direct Purchasers Only):

          Send your check, made payable to TIAA-CREF Institutional Mutual Funds, and application to:

First Class Mail:	The TIAA-CREF Institutional Mutual Funds—
	Institutional Class
	c/o Boston Financial Data Services
	P.O. Box 8009
	Boston, MA 02266-8009
Overnight Mail:	The TIAA-CREF Institutional Mutual Funds—
	Institutional Class
	c/o Boston Financial Data Services
	30 Dan Road
	Canton, MA 02021-2809

          To purchase additional shares, send a check to either of the addresses listed above with the registration of the account, Fund account number, the Fund or Funds in which the Direct Purchaser wants to invest and the amount to be invested in each Fund.

          Points to Remember for All Purchases

• Each investment must be for a specified dollar amount. The Funds cannot accept purchase requests specifying a certain price, date, or number of shares; such requests will be deemed not in “good order” (see below) and the Funds will return these investments.

• If you invest in the Institutional Class of the Funds 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 Funds). 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 Funds).

• If your purchase check does not clear or payment on it is stopped, or if the Funds do not receive good funds through wire transfer or electronic funds transfer, the Funds will treat this as a redemption of the shares purchased. You will be responsible for any resulting loss incurred by any of the Funds or Advisors and you may be subject to tax consequences on such a redemption. If you are already a shareholder, the Funds can redeem shares from any of your account(s) as reimbursement for all losses. The Funds also reserve the right to restrict you from making future purchases in any of the Funds. 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.

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• Federal law requires the Funds to obtain, verify and record information that identifies each person who opens an account. Until the Funds receive such information, the Funds may not be able to open an account or effect transactions for you. Furthermore, if the Funds are 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 Funds reserve the right to take such action as deemed appropriate, which may include closing your account.

• An investor’s 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).

          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 particular 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 Fund’s investment restrictions. If the Fund accepts the securities, the Eligible Investor’s or Direct Purchaser’s 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 Funds or their intermediary or plan sponsor and Direct Purchasers interested in making in-kind purchases should contact either their Relationship Manager or the Funds directly.

HOW TO REDEEM SHARES

          Eligible Investors and Direct Purchasers can redeem (sell) their Institutional Class shares at any time. Certain redemptions of shares of the International Equity Fund, Small-Cap Equity Fund, Small-Cap Growth Index Fund, Small-Cap Value Index Fund, Small-Cap Blend Index Fund, International Equity Index Fund and High-Yield Fund II 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. 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.

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          The Funds 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.

          Direct Purchasers wishing to make redemption orders by telephone should call their Relationship Manager. If you had shares through an Eligible Investor, such as a plan or intermediary, please contact the Eligible Investor for redemption requests.

          Usually, the Funds send redemption proceeds (minus any applicable Redemption Fee) to the Eligible Investor or Direct Purchaser on the second business day after the Funds receive 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 Funds 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.

          The Funds send redemption proceeds (minus any applicable Redemption Fee) to the Eligible Investor or Direct Purchaser at the address or bank account of record. If proceeds are to be sent to someone else, a different address or a different bank or if an Eligible Investor or Direct Purchaser requests a redemption within 30 days of changing its address, the Funds generally will require a letter of instruction from the Eligible Investor or Direct Purchaser with a Medallion Signature Guarantee for each account holder or for all owners exactly as registered on the account, as appropriate (see below). Funds can send the redemption proceeds by check in several different ways: by check to the address of record; by electronic transfer to your bank (Direct Purchaser only); or by wire transfer.

          In-Kind Redemptions of Shares

          Certain large redemptions of Fund shares may be detrimental to the Fund’s other shareholders because such redemptions can adversely affect a portfolio manager’s 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 or Direct Purchaser redeems (sells) shares in an amount that exceeds the lesser of (i) $250,000 or (ii) 1% of a Fund’s 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 Fund’s 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 Eligible Investor or Direct Purchaser receiving the securities, will be responsible for disposing of the securities and bearing any associated costs.

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HOW TO EXCHANGE SHARES

          Eligible Investors and Direct Purchasers can exchange Institutional Class shares in a Fund for Institutional Class shares of any other Fund or Institutional Class shares of any other series of the Trust at any time, 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 International Equity Fund, Small-Cap Equity Fund, Small-Cap Growth Index Fund, Small Cap Value Index Fund, Small-Cap Blend Index Fund, International Equity Index Fund and High-Yield Fund II held less than 60 calendar 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. 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 Funds and/or accounts you want to exchange between.

          Exchanges between accounts can be made only if the accounts are registered in the same name(s), address and social security number(s) or taxpayer identification number. An exchange is considered a sale of securities, and therefore is a taxable event. Any applicable minimum investment amounts on purchases also apply to exchanges.

          The Funds reserve 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.

          Eligible Investors or Direct Purchasers can make an exchange through a telephone request by calling their Relationship Manager. Once made, an exchange request cannot be modified or canceled. Shareholders who own shares through an Eligible Investor, such as a plan or intermediary, should contact the Eligible Investor for exchange requests.

          Make sure you understand the investment objective 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

          A share conversion is a transaction where shares of one class of a Fund are exchanged for shares of another class of the same Fund. Share conversions can occur between each share class of a Fund. Generally, share conversions occur where a shareholder becomes eligible for another share class of a 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.

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          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 a Fund 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 them for more information on share conversions. Please note that certain Eligible Investors may not permit all types of share conversions. The Funds reserve 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 own shares through an Eligible Investor like a plan or intermediary, please contact the Eligible Investor regarding conversions. Please be sure to read 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 Funds nor Advisors have 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 Funds reserve 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 Funds will notify affected shareholders in writing prior to any mandatory conversion.

OTHER INVESTOR INFORMATION

          Good Order. Purchase, redemption and exchange requests are not processed until received in good order by the Funds’ transfer agent (or other 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 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 Funds, their transfer agent or other authorized Fund agent

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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 Funds, their 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.

          Eligible Investors, such as Intermediaries or plan sponsors, may have their own requirements for considering transaction requests to be in “good order.” If you hold your shares through an 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 Fund 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 day’s NAV per share as the transaction price.

          Minimum Account Size. While there is currently no minimum account size for maintaining an Institutional Class account, the Funds reserve the right, without prior notice, to establish a minimum amount required to maintain an account.

          Taxpayer Identification Number. Each Eligible Investor or Direct Purchaser must provide its taxpayer identification number (which, for most individuals, is your social security number) to the Funds and indicate whether or not it is subject to back-up withholding. If an Eligible Investor does not furnish its taxpayer identification number, redemptions and exchanges of shares, as well as dividends and capital gains distributions, will be subject to back-up tax withholding. If a Direct Purchaser does not furnish its taxpayer identification number, its account application will be rejected and returned.

          Changing Your Address. To change the address on an account, please contact your Relationship Manager (for Direct Purchasers) or send the Funds a written notification.

          Medallion Signature Guarantee. For some transaction requests (for example, when redeeming shares within 30 days of changing your address, bank or bank account or adding certain new services to an existing account), the Funds may require a letter of instruction with a Medallion Signature Guarantee from each owner of record of an account (in the case of a Direct Purchaser). This requirement is designed to protect shareholders and the Funds 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

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members of United States 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 signature guarantee is required, please contact your Relationship Manager (for Direct Purchasers) or the Funds directly.

          Transferring Shares. Shareholders may transfer ownership of their shares to another person or organization that also qualifies to own Institutional Class shares or may change the name on their account by sending the Funds written instructions. Generally, each registered owner of the account must sign the request and provide a Medallion Signature Guarantee. When the name on an account is changed, 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 Funds to block an account owner’s 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 Funds may also be required to provide additional information about you and your account to government regulators.

          Advice About Your Account. (Direct Purchasers Only). Representatives of TPIS or Services may recommend that you buy Fund shares. TPIS, a TIAA subsidiary, is considered the principal underwriter for the Funds and Services, a TIAA subsidiary, has entered into an agreement with TPIS to sell Fund shares. Neither TPIS nor Services receives commissions for these recommendations.

          Customer Complaints. Customer complaints may be directed to TIAA-CREF Institutional Mutual Funds, 730 Third Ave., New York, NY 10017-3206, attention: Director, Operational Distribution Services

          TIAA-CREF Web Center and Telephone Transactions. The Funds are 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 Funds require the use of personal identification numbers, codes and other procedures designed to reasonably confirm that instructions given through TIAA-CREF’s Web Center or by telephone are genuine. The Funds also tape record telephone instructions and provide written confirmations of such instructions. The Funds accept 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 Funds may suspend or terminate Internet or telephone transaction facilities at any time, for any reason.

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MARKET TIMING/EXCESSIVE TRADING POLICY

          There are shareholders who may try to profit from making transactions back and forth among the Funds, in an effort to “time” the market. As money is shifted in and out of the Funds, the Funds 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 Funds are not appropriate for such market timing and you should not invest in the Funds 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 a Fund, subsequently purchases or exchanges any monies back into that same Fund and then redeems or exchanges any monies out of that same Fund, the shareholder will not be permitted to transfer back into that same Fund through a purchase or exchange for 90 calendar days. The International Equity Fund, International Equity Index Fund, High-Yield Fund II, Enhanced International Equity Index Fund, Small-Cap Equity Fund, Small-Cap Growth Index Fund, Small-Cap Value Index Fund and Small-Cap Blend Index Fund will charge a Redemption Fee on redemptions of 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 shareholder’s investment in these Funds and to discourage short-term trading of Fund shares. See the section entitled “Redemption Or Exchange Fee” for additional information on the Redemption Fee.

          The Funds’ 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, 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 Funds’ management. 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 Funds’ management. The Funds’ management may also waive the market timing policies and procedures when it is believed that such waiver is in a Fund’s 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 Funds also reserve the right to reject any purchase or exchange request, including when it is believed that a request would be disruptive to a Fund’s efficient portfolio management. The Funds 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

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  105

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 Funds have 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 security’s true value is reflected in the Funds’ NAVs, thereby minimizing any potential stale price arbitrage.

          The Funds seek to apply their 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 exceptions noted above). The Funds make reasonable efforts to apply these policies and procedures to shareholders who own shares through omnibus accounts. The Funds have the right to modify their 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 a Fund’s policies are being followed and/or to instruct intermediaries to take action against shareholders who have violated a Fund’s market timing policies.

          The Funds are not appropriate for market timing. You should not invest in the Funds 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 Funds or their agents will be able to identify such shareholders or curtail their trading practices.

          If you invest in a 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.

REDEMPTION OR EXCHANGE FEE

          As explained under “Fees and Expenses” the International Equity Fund, Small-Cap Equity Fund, Small-Cap Growth Index Fund, Small-Cap Value Index Fund, Small-Cap Blend Index Fund, International Equity Index Fund, Enhanced International Equity Index Fund and High-Yield Fund II charge 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 these Funds, regardless of whether they purchase shares of these Funds 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 these Funds to defray the brokerage commissions, market impact and other costs of

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liquidating a shareholder’s investment in these Funds and to discourage short-term trading of Fund shares.

          In determining whether the Redemption Fee is applicable to a particular redemption, these Funds will use the “first-in, first-out” (FIFO) method to determine the 60-day holding period. Under this method, the date of redemption or exchange will be compared to the earliest purchase date of shares held in these Funds by a shareholder. If this holding period is 60 calendar days or less, then the Redemption Fee will be charged, except as provided below.

          These Funds will not apply the Redemption Fee to reinvestments of dividends and capital gains distributions, systematic withdrawals, systematic purchases, automatic rebalancings, 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’s management. In addition, the Redemption Fee 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’s management.

          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 each of these Funds reserves the right to waive the Redemption Fee at its discretion where it is believed such waiver is in the Fund’s best interests, including but not limited to when the it determines that imposition of the Redemption Fee is not necessary to protect the Fund from the effects of short-term trading. In addition, these Funds reserve 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 Funds will notify you prior to the effective date of the change.

          If shares of these Funds are held and subsequently redeemed through an omnibus account maintained by an intermediary, then the intermediary that places the trade with these Funds 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 each Fund’s method of doing so.

          The Board of Trustees may authorize the imposition of the Redemption Fee from time to time on other Funds, subject to notifying shareholders prior to the effective date of the Fee.

ELECTRONIC PROSPECTUSES

          If you received this Prospectus electronically and would like a paper copy, please contact the Funds and one will be sent to you.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  107

GLOSSARY

Code: The Internal Revenue Code of 1986, as amended, including any applicable regulations and Revenue Rulings.

Duration: Duration is a measure of volatility in the price of a bond in response to a change in prevailing interest rates, with a longer duration indicating more volatility. It can be understood as the weighted average of the time to each coupon and principal payment of such a security. For an investment portfolio of fixed-income securities, duration is the weighted average of each security’s duration.

Equity Securities: 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 Securities: 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); and other non-equity securities that pay dividends.

Foreign Investments: Securities of foreign issuers, securities or contracts traded or acquired in foreign markets or on foreign exchanges, or securities or contracts payable or denominated in foreign currencies.

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.

Investment-Grade: A fixed-income security is investment-grade if it is rated in the four highest categories by a nationally-recognized statistical rating organization (“NRSRO”) or unrated securities that Advisors determines are of comparable quality.

U. S. Government Securities: Securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities.

108  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

FINANCIAL HIGHLIGHTS

          The Financial Highlights table is intended to help you understand the Funds’ financial performance for the past five years (or, if a Fund has not been in operation for five years, since commencement of operations). Certain information reflects financial results for a single share of a Fund. The total returns in the table show the rates that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions). Because the Enhanced Index Funds are new, no financial highlights information is currently available for any of these Funds

          PricewaterhouseCoopers LLP serves as the Funds’ independent registered public accounting firm and has audited the financial statements of the Funds for each of the periods presented in the three-year period ended September 30, 2007. Their report appears in the Trust’s Annual Report, which is available without charge upon request. Information reported for fiscal periods before 2005 was audited by the Funds’ former independent registered public accounting firm.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  109

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110  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

FINANCIAL HIGHLIGHTS	(continued)
GROWTH EQUITY FUND

		Selected Per Share Data
			Investment Operations				Distributions
	For the Years Ended	Net Asset Value, Beginning of Year	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains	Total Distributions		Net Asset Value, End of Year
Institutional Class	9/30/2007	$7.16	$0.08		$1.71	$1.79	$(0.06	)	$—	$(0.06	)	$8.89
	9/30/2006	7.00	0.06		0.14	0.20	(0.04	)	—	(0.04	)	7.16
	9/30/2005	6.31	0.07		0.69	0.76	(0.07	)	—	(0.07	)	7.00
	9/30/2004	5.91	0.06		0.40	0.46	(0.06	)	—	(0.06	)	6.31
	9/30/2003	4.82	0.05		1.14	1.19	(0.10	)	—	(0.10	)	5.91

				Ratios and Supplemental Data
	For the Years	Total		Net Assets, End of Year	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average		PortfolioTurnover
	Ended	Return		(000’s)	Total(b)		Net(c)		Net Assets		Rate
Institutional Class	9/30/2007	25.24	%	$327,739	0.22	%	0.14	%	1.01	%	218	%
	9/30/2006	2.91		90,140	0.22		0.14		0.89		197
	9/30/2005	12.09		115,925	0.14		0.14		1.01		119
	9/30/2004	7.72		92,576	0.15		0.15		0.93		76
	9/30/2003	25.10		94,433	0.18		0.14		0.86		105

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus 111

FINANCIAL HIGHLIGHTS (continued)

GROWTH & INCOME FUND

			Selected Per Share Data
				Investment Operations				Distributions
	For the Years Ended		Net Asset Value, Beginning of Period	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Period
Institutional Class	9/30/2007		$ 8.66	$ 0.17		$ 2.06	$ 2.23	$ (0.17	)	$ (0.39	)	$ (0.56	)	$ 10.33
	9/30/2006		9.05	0.14		0.76	0.90	(0.15	)	(1.14	)	(1.29	)	8.66
	9/30/2005		8.12	0.18		0.93	1.11	(0.18	)	—		(0.18	)	9.05
	9/30/2004		7.36	0.12		0.76	0.88	(0.12	)	—		(0.12	)	8.12
	9/30/2003		6.14	0.10		1.22	1.32	(0.10	)	—		(0.10	)	7.36
Retirement Class	9/30/2007		8.76	0.15		2.08	2.23	(0.16	)	(0.39	)	(0.55	)	10.44
	9/30/2006		9.12	0.12		0.77	0.89	(0.11	)	(1.14	)	(1.25	)	8.76
	9/30/2005		8.16	0.13		0.95	1.08	(0.12	)	—		(0.12	)	9.12
	9/30/2004		7.39	0.10		0.75	0.85	(0.08	)	—		(0.08	)	8.16
	9/30/2003	(b)	6.14	0.07		1.22	1.29	(0.04	)	—		(0.04	)	7.39
Retail Class	9/30/2007		10.27	0.18		2.47	2.65	(0.17	)	(0.39	)	(0.56	)	12.36
	9/30/2006	(c)	10.00	0.08		0.24	0.32	(0.05	)	—		(0.05	)	10.27

112  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

					Ratios and Supplemental Data
	For the Periods Ended		Total Return		Net Assets, End of Period (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
						Total	(e)	Net	(f)
Institutional Class	9/30/2007		26.84	%	$ 105,476	0.55	%	0.13	%	1.81	%	84	%
	9/30/2006		10.87		97,494	0.42		0.13		1.58		133
	9/30/2005		13.70		141,199	0.15		0.15		2.04		223
	9/30/2004		11.89		625,503	0.14		0.14		1.46		77
	9/30/2003		21.62		505,404	0.15		0.14		1.48		150
Retirement Class	9/30/2007		26.44		204,746	0.81		0.38		1.52		84
	9/30/2006		10.62		86,918	0.74		0.40		1.36		133
	9/30/2005		13.32		58,731	0.46		0.46		1.43		223
	9/30/2004		11.47		35,874	0.53		0.44		1.17		77
	9/30/2003	(b)	21.14		8,027	0.48		0.47		1.02		150
Retail Class	9/30/2007		26.67		635,012	1.00		0.24		1.58		84
	9/30/2006	(c)	3.22		2,632	4.10	(d)	0.43	(d)	1.55	(d)	133

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Retirement Class commenced operations on October 1, 2002.
(c)	The Retail Class commenced operations on March 31, 2006.
(d)	The percentages shown for this period are annualized.
(e)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(f)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  113

FINANCIAL HIGHLIGHTS (continued)

INTERNATIONAL EQUITY FUND

			Selected Per Share Data
				Investment Operations				Distributions
	For the Periods Ended		Net Asset Value, Beginning of Period	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Period
Institutional Class	9/30/07		$ 13.45	$ 0.20		$ 3.49	$ 3.69	$ (0.22	)	$ (1.94	)	$ (2.16	)	$ 14.98
	9/30/06		12.17	0.19		2.15	2.34	(0.22	)	(0.84	)	(1.06	)	13.45
	9/30/05		10.29	0.21		2.43	2.64	(0.20	)	(0.56	)	(0.76	)	12.17
	9/30/04		8.56	0.20		1.69	1.89	(0.16	)	—		(0.16	)	10.29
	9/30/03		6.86	0.17		1.65	1.82	(0.12	)	—		(0.12	)	8.56
Retirement Class	9/30/07		13.72	0.19		3.54	3.73	(0.19	)	(1.94	)	(2.13	)	15.32
	9/30/06		12.41	0.16		2.13	2.29	(0.14	)	(0.84	)	(0.98	)	13.72
	9/30/05		10.49	0.19		2.40	2.59	(0.11	)	(0.56	)	(0.67	)	12.41
	9/30/04		8.65	0.17		1.69	1.86	(0.02	)	—		(0.02	)	10.49
	9/30/03	(b)	6.86	0.13		1.66	1.79	—		—		—		8.65
Retail Class	9/30/07		10.63	0.22		2.59	2.81	(0.21	)	(1.94	)	(2.15	)	11.29
	9/30/06	(c)	10.00	0.05		0.58	0.63	—		—		—		10.63

114  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

					Ratios and Supplemental Data
	For the Periods Ended		Total Return		Net Assets, End of Period (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
						Total	(e)	Net	(f)
Institutional Class	9/30/07		30.49	%	$ 807,072	0.58	%	0.58	%	1.47	%	179	%
	9/30/06		20.60		649,747	0.45		0.45		1.48		164
	9/30/05		26.45		668,009	0.21		0.21		1.89		147
	9/30/04		22.17		528,959	0.20		0.20		1.98		151
	9/30/03		26.90		370,026	0.27		0.20		2.20		156
Retirement Class	9/30/07		30.16		1,216,121	0.84		0.80		1.36		179
	9/30/06		19.68		519,870	0.76		0.74		1.27		164
	9/30/05		25.34		231,867	0.56		0.56		1.67		147
	9/30/04		21.45		77,400	0.58		0.55		1.63		151
	9/30/03	(b)	26.15		9,863	0.61		0.54		1.61		156
Retail Class	9/30/07		30.34		526,418	0.95		0.75		2.02		179
	9/30/06	(c)	6.30		13,943	1.36	(d)	0.80	(d)	0.94	(d)	164

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Retirement Class commenced operations on October 1, 2002.
(c)	The Retail Class commenced operations on March 31, 2006.
(d)	The percentages shown for this period are annualized.
(e)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(f)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  115

FINANCIAL HIGHLIGHTS (continued)

LARGE-CAP GROWTH FUND

			Selected Per Share Data
					Investment Operations									Distributions
	For the Periods Ended		Net Asset Value, Beginning of Period		Net Investment Income		(a)	Net Realized and Unrealized Gain (Loss) on Investments			Gain (Loss) from Investment Operations			From Net Investment Income			From Net Realized Gains		Total Distributions			Net Asset Value, End of Period
Institutional Class		9/30/07	$	9.68		$   0.10			$   2.31			$   2.41		$	(0.05	)	$	—	$	(0.05	)	$	12.04
		9/30/06		10.00		0.05			(0.37	)		(0.32	)		—			—		—			9.68
Retirement Class		9/30/07		9.67		0.18			2.19			2.37			(0.04	)		—		(0.04	)		12.00
		9/30/06		10.00		0.03			(0.36	)		(0.33	)		—			—		—			9.67
Retail Class		9/30/07		9.67		0.09			2.31			2.40			(0.05	)		—		(0.05	)		12.02
		9/30/06		10.00		0.03			(0.36	)		(0.33	)		—			—		—			9.67

116  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

						Ratios and Supplemental Data
	For the Periods Ended (b)		Total Return			Net Assets, End of Period (000’s)		Ratio of Expenses to Average Net Assets						Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate
								Total(e)			Net(f)
Institutional Class		9/30/07		24.97	%		$    169,352		0.65	%		0.13	%		0.95	%		189	%
		9/30/06		(3.20	)(c)		12,465		1.97	(d)		0.13	(d)		0.97	(d)		81
Retirement Class		9/30/07		24.67			28,308		0.94			0.38			1.67			189
		9/30/06		(3.30	)(c)		2,145		6.76	(d)		0.38	(d)		0.69	(d)		81
Retail Class		9/30/07		24.89			439,678		1.22			0.21			0.82			189
		9/30/06		(3.30	)(c)		2,196		5.35	(d)		0.43	(d)		0.61	(d)		81

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Fund commenced operations on March 31, 2006.
(c)	The percentages shown for this period are not annualized.
(d)	The percentages shown for this period are annualized.
(e)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(f)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  117

FINANCIAL HIGHLIGHTS	(continued)
LARGE-CAP VALUE FUND

		Selected Per Share Data
			Investment Operations				Distributions
	For the Years Ended	Net Asset Value, Beginning of Year	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Institutional Class	9/30/07	$ 15.73	$ 0.30		$ 2.10	$ 2.40	$ (0.26	)	$ (0.85	)	$ (1.11	)	$ 17.02
	9/30/06	14.41	0.27		1.75	2.02	(0.22	)	(0.48	)	(0.70	)	15.73
	9/30/05	13.40	0.30		1.92	2.22	(0.23	)	(0.98	)	(1.21	)	14.41
	9/30/04	11.59	0.28		2.22	2.50	(0.14	)	(0.55	)	(0.69	)	13.40
	9/30/03	9.16	0.25		2.22	2.47	(0.04	)	—		(0.04	)	11.59
Retirement Class	9/30/07	15.68	0.26		2.10	2.36	(0.23	)	(0.85	)	(1.08	)	16.96
	9/30/06	14.43	0.23		1.75	1.98	(0.25	)	(0.48	)	(0.73	)	15.68
	9/30/05	13.41	0.26		1.90	2.16	(0.16	)	(0.98	)	(1.14	)	14.43
	9/30/04	11.55	0.24		2.23	2.47	(0.06	)	(0.55	)	(0.61	)	13.41
	9/30/03	9.16	0.21		2.24	2.45	(0.06	)	—		(0.06	)	11.55
Retail Class	9/30/07	15.36	0.28		2.06	2.34	(0.25	)	(0.85	)	(1.10	)	16.60
	9/30/06	14.17	0.25		1.71	1.96	(0.29	)	(0.48	)	(0.77	)	15.36
	9/30/05	13.25	0.26		1.88	2.14	(0.24	)	(0.98	)	(1.22	)	14.17
	9/30/04	11.52	0.24		2.21	2.45	(0.17	)	(0.55	)	(0.72	)	13.25
	9/30/03	9.16	0.22		2.20	2.42	(0.06	)	—		(0.06	)	11.52

118 Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

				Ratios and Supplemental Data
	For the Years Ended	Total Return		Net Assets, End of Year (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
					Total	(b)	Net	(c)
Institutional Class	9/30/07	15.71	%	$ 487,144	0.52	%	0.50	%	1.78	%	136	%
	9/30/06	14.47		215,614	0.38		0.38		1.84		115
	9/30/05	16.73		216,512	0.14		0.14		2.11		113
	9/30/04	21.96		31,289	0.17		0.14		2.20		154
	9/30/03	26.98		14,822	0.21		0.14		2.31		185
Retirement Class	9/30/07	15.51		500,511	0.75		0.73		1.55		136
	9/30/06	14.21		257,287	0.68		0.67		1.54		115
	9/30/05	16.23		159,064	0.48		0.48		1.82		113
	9/30/04	21.59		69,314	0.51		0.48		1.87		154
	9/30/03	26.94		9,943	0.54		0.47		1.89		185
Retail Class	9/30/07	15.70		115,149	0.71		0.55		1.72		136
	9/30/06	14.35		198,739	0.53		0.53		1.69		115
	9/30/05	16.35		170,748	0.44		0.44		1.87		113
	9/30/04	21.67		137,166	0.49		0.44		1.89		154
	9/30/03	26.47		85,349	0.51		0.44		1.99		185

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus 119

FINANCIAL HIGHLIGHTS	(continued)
MID-CAP GROWTH FUND

		Selected Per Share Data
			Investment Operations					Distributions
	For the Years Ended	Net Asset Value, Beginning of Year	Net Investment Income		(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Year
Institutional Class	9/30/07	$ 17.01	$	0.03		$ 4.20	$ 4.23	$	(0.05	)	$	(0.86	)	$	(0.91	)	$ 20.33
	9/30/06	17.01		0.06		0.41	0.47		(0.02	)		(0.45	)		(0.47	)	17.01
	9/30/05	14.30		0.06		3.33	3.39		(0.01	)		(0.67	)		(0.68	)	17.01
	9/30/04	13.02		0.05		1.76	1.81		(0.03	)		(0.50	)		(0.53	)	14.30
	9/30/03	9.21		0.04		3.77	3.81		—			(0.00)	(b)		(0.00)	(b)	13.02
Retirement Class	9/30/07	16.84		(0.00)	(b)	4.16	4.16		(0.02	)		(0.86	)		(0.88	)	20.12
	9/30/06	16.88		0.02		0.39	0.41		(0.00)	(b)		(0.45	)		(0.45	)	16.84
	9/30/05	14.23		0.01		3.31	3.32		(0.00)	(b)		(0.67	)		(0.67	)	16.88
	9/30/04	12.97		0.00	(b)	1.76	1.76		—			(0.50	)		(0.50	)	14.23
	9/30/03	9.21		0.00	(b)	3.76	3.76		(0.00)	(b)		(0.00)	(b)		(0.00)	(b)	12.97
Retail Class	9/30/07	16.85		0.00	(b)	4.17	4.17		(0.02	)		(0.86	)		(0.88	)	20.14
	9/30/06	16.89		0.02		0.40	0.42		(0.01	)		(0.45	)		(0.46	)	16.85
	9/30/05	14.23		0.01		3.32	3.33		(0.00)	(b)		(0.67	)		(0.67	)	16.89
	9/30/04	12.98		0.00	(b)	1.75	1.75		(0.00)	(b)		(0.50	)		(0.50	)	14.23
	9/30/03	9.21		0.00	(b)	3.77	3.77		(0.00)	(b)		(0.00)	(b)		(0.00)	(b)	12.98

120  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

				Ratios and Supplemental Data
	For the Years Ended	Total Return		Net Assets, End of Year (000’s)		Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
						Total	(c)	Net	(d)
Institutional Class	9/30/07	25.76	%	$	51,145	0.59	%	0.55	%	0.18	%	127	%
	9/30/06	2.72			34,088	0.50		0.43		0.36		147
	9/30/05	24.12			20,808	0.15		0.15		0.39		115
	9/30/04	13.88			3,684	0.17		0.14		0.32		148
	9/30/03	41.37			1,887	0.39		0.14		0.31		162
Retirement Class	9/30/07	25.54			313,908	0.84		0.78		(0.05	)	127
	9/30/06	2.42			164,771	0.72		0.69		0.13		147
	9/30/05	23.72			131,943	0.48		0.48		0.06		115
	9/30/04	13.48			74,600	0.54		0.48		(0.01	)	148
	9/30/03	40.85			25,519	0.73		0.47		(0.02	)	162
Retail Class	9/30/07	25.66			84,847	0.90		0.70		0.03		127
	9/30/06	2.37			68,416	0.68		0.68		0.13		147
	9/30/05	23.80			62,481	0.44		0.44		0.09		115
	9/30/04	13.48			48,508	0.51		0.44		0.02		148
	9/30/03	40.96			22,004	0.69		0.44		0.01		162

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Amount represents less than $0.01 per share.
(c)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(d)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus 121

FINANCIAL HIGHLIGHTS (continued)

MID-CAP VALUE FUND

		Selected Per Share Data
					Investment Operations							Distributions
	For the Years Ended		Net Asset Value, Beginning of Year		Net Investment Income		(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Year
Institutional Class	9/30/07		$	18.59	$	0.35		$	3.33	$	3.68	$	(0.31	)	$	(1.62	)	$	(1.93	)	$	20.34
	9/30/06			17.57		0.26			1.87		2.13		(0.23	)		(0.88	)		(1.11	)		18.59
	9/30/05			14.44		0.30			3.62		3.92		(0.22	)		(0.57	)		(0.79	)		17.57
	9/30/04			12.02		0.26			2.74		3.00		(0.13	)		(0.45	)		(0.58	)		14.44
	9/30/03			9.03		0.22			2.81		3.03		(0.04	)		—			(0.04	)		12.02
Retirement Class	9/30/07			18.51		0.29			3.32		3.61		(0.27	)		(1.62	)		(1.89	)		20.23
	9/30/06			17.52		0.21			1.87		2.08		(0.21	)		(0.88	)		(1.09	)		18.51
	9/30/05			14.38		0.25			3.60		3.85		(0.14	)		(0.57	)		(0.71	)		17.52
	9/30/04			11.95		0.21			2.73		2.94		(0.06	)		(0.45	)		(0.51	)		14.38
	9/30/03			9.03		0.18			2.80		2.98		(0.06	)		—			(0.06	)		11.95
Retail Class	9/30/07			18.34		0.32			3.29		3.61		(0.29	)		(1.62	)		(1.91	)		20.04
	9/30/06			17.36		0.22			1.85		2.07		(0.22	)		(0.87	)		(1.09	)		18.34
	9/30/05			14.27		0.25			3.57		3.82		(0.16	)		(0.57	)		(0.73	)		17.36
	9/30/04			11.97		0.22			2.71		2.93		(0.18	)		(0.45	)		(0.63	)		14.27
	9/30/03			9.03		0.19			2.80		2.99		(0.05	)		—			(0.05	)		11.97

122  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

						Ratios and Supplemental Data
			Total Return			Net Assets, End of Year (000’s)								Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate
	For the Years Ended							Ratio of Expenses to Average Net Assets
								Total		(b)	Net		(c)
Institutional Class		9/30/07		21.03	%	$	58,763		0.53	%		0.53	%		1.76	%		90	%
		9/30/06		12.68			38,173		0.47			0.43			1.46			131
		9/30/05		27.63			25,868		0.15			0.15			1.82			110
		9/30/04		25.36			8,042		0.17			0.14			1.88			173
		9/30/03		33.63			4,009		0.32			0.14			2.05			215
Retirement Class		9/30/07		20.70			600,104		0.78			0.78			1.47			90
		9/30/06		12.42			318,024		0.69			0.68			1.20			131
		9/30/05		27.20			266,360		0.48			0.48			1.50			110
		9/30/04		24.82			92,268		0.52			0.48			1.54			173
		9/30/03		33.27			15,669		0.65			0.47			1.52			215
Retail Class		9/30/07		20.87			198,698		0.79			0.63			1.65			90
		9/30/06		12.51			125,871		0.63			0.63			1.25			131
		9/30/05		27.23			95,608		0.44			0.44			1.53			110
		9/30/04		24.89			40,706		0.51			0.44			1.58			173
		9/30/03		33.29			9,476		0.62			0.44			1.83			215

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  123

FINANCIAL HIGHLIGHTS	(continued)
SMALL-CAP EQUITY FUND

			Selected Per Share Data
					Investment Operations						Distributions
	For the Years Ended		Net Asset Value, Beginning of Year		Net Investment Income(a)		Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Year
Institutional Class		9/30/07	$	15.91	$	0.19	$	0.99	$	1.18	$	(0.11	)	$	(1.55	)	$	(1.66	)	$	15.43
		9/30/06		15.84		0.10		1.41		1.51		(0.11	)		(1.33	)		(1.44	)		15.91
		9/30/05		14.29		0.17		2.20		2.37		(0.12	)		(0.70	)		(0.82	)		15.84
		9/30/04		12.68		0.14		2.48		2.62		(0.08	)		(0.93	)		(1.01	)		14.29	(b)
		9/30/03		9.27		0.14		3.29		3.43		(0.02	)		—			(0.02	)		12.68
Retirement Class		9/30/07		15.73		0.15		0.98		1.13		(0.08	)		(1.55	)		(1.63	)		15.23
		9/30/06		15.71		0.06		1.40		1.46		(0.11	)		(1.33	)		(1.44	)		15.73
		9/30/05		14.20		0.12		2.19		2.31		(0.10	)		(0.70	)		(0.80	)		15.71
		9/30/04		12.62		0.09		2.46		2.55		(0.04	)		(0.93	)		(0.97	)		14.20	(b)
		9/30/03		9.27		0.11		3.28		3.39		(0.04	)		—			(0.04	)		12.62
Retail Class		9/30/07		15.66		0.15		1.01		1.16		(0.09	)		(1.55	)		(1.64	)		15.18
		9/30/06		15.65		0.07		1.39		1.46		(0.12	)		(1.33	)		(1.45	)		15.66
		9/30/05		14.15		0.14		2.19		2.33		(0.13	)		(0.70	)		(0.83	)		15.65
		9/30/04		12.64		0.12		2.45		2.57		(0.13	)		(0.93	)		(1.06	)		14.15	(b)
		9/30/03		9.27		0.12		3.29		3.41		(0.04	)		—			(0.04	)		12.64

124  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

						Ratios and Supplemental Data
	For the Years Ended		Total Return			Net Assets, End of Year (000’s)		Ratio of Expenses to Average Net Assets						Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate
								Total		(c)	Net		(d)
Institutional Class		9/30/07		7.43	%	$	181,032		0.57	%		0.55	%		1.16	%		127	%
		9/30/06		10.15			115,273		0.43			0.41			0.66			264
		9/30/05		16.69			116,652		0.15			0.15			1.11			273
		9/30/04		20.98	(b)		45,429		0.20			0.14			1.03			295
		9/30/03		37.12			18,702		0.62			0.14			1.25			328
Retirement Class		9/30/07		7.15			267,273		0.81			0.78			0.92			127
		9/30/06		9.90			216,828		0.72			0.69			0.39			264
		9/30/05		16.35			170,413		0.48			0.48			0.78			273
		9/30/04		20.53	(b)		116,445		0.54			0.48			0.68			295
		9/30/03		36.65			29,036		0.95			0.47			0.89			328
Retail Class		9/30/07		7.39			68,843		0.86			0.69			0.95			127
		9/30/06		9.97			85,719		0.61			0.61			0.48			264
		9/30/05		16.55			71,400		0.32			0.30			0.97			273
		9/30/04		20.70	(b)		61,937		0.38			0.30			0.87			295
		9/30/03		36.90			28,139		0.78			0.30			1.10			328

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	During the year ended September 30, 2004, the Small-Cap Equity Fund was reimbursed by the Adviser for an investment loss resulting from an overstatement of cash available for investment. Had the Fund not been reimbursed, the net asset value and total return for the Retirement Class would have been $14.19 and 20.44%, respectively, and the net asset value and total return for the Institutional Class would have been $14.28 and 20.86%, respectively. There was no change to the net asset value or total return for the Retail Class.
(c)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(d)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  125

FINANCIAL HIGHLIGHTS	(continued)
LARGE-CAP GROWTH INDEX FUND

			Selected Per Share Data
					Investment Operations						Distributions
	For the Years Ended		Net Asset Value, Beginning of Year		Net Investment Income(a)		Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Year
Institutional Class		9/30/07	$	11.84	$	0.14	$	2.09	$	2.23	$	(0.28	)	$	(0.01	)	$	(0.29	)	$	13.78
		9/30/06		11.33		0.13		0.54		0.67		(0.09	)		(0.07	)		(0.16	)		11.84
		9/30/05		10.48		0.12		1.07		1.19		(0.15	)		(0.19	)		(0.34	)		11.33
		9/30/04		11.63		0.11		0.80		0.91		(0.21	)		(1.85	)		(2.06	)		10.48
		9/30/03		9.29		0.11		2.27		2.38		(0.04	)		—			(0.04	)		11.63
Retirement Class		9/30/07		11.91		0.12		2.10		2.22		(0.26	)		(0.01	)		(0.27	)		13.86
		9/30/06		11.47		0.10		0.53		0.63		(0.12	)		(0.07	)		(0.19	)		11.91
		9/30/05		10.56		0.12		1.04		1.16		(0.06	)		(0.19	)		(0.25	)		11.47
		9/30/04		11.60		0.05		0.82		0.87		(0.06	)		(1.85	)		(1.91	)		10.56
		9/30/03		9.29		0.07		2.27		2.34		(0.03	)		—			(0.03	)		11.60

126  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

						Ratios and Supplemental Data
	For the Years Ended		Total Return			Net Assets, End of Year (000’s)		Ratio of Expenses to Average Net Assets						Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate
								Total		(b)	Net		(c)
Institutional Class		9/30/07		19.15	%	$	272,610		0.12	%		0.08	%		1.10	%		53	%
		9/30/06		5.94			552,918		0.08			0.08			1.14			40
		9/30/05		11.41			464,761		0.08			0.08			1.08			61
		9/30/04		7.35			35,800		0.11			0.08			0.97			19
		9/30/03		25.68			34,647		0.13			0.08			1.02			19
Retirement Class		9/30/07		18.91			87,924		0.38			0.33			0.93			53
		9/30/06		5.53			42,719		0.43			0.36			0.86			40
		9/30/05		11.04			22,402		0.43			0.43			1.04			61
		9/30/04		7.03			18,405		0.52			0.42			0.46			19
		9/30/03		25.21			200		0.46			0.41			0.68			19

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  127

FINANCIAL HIGHLIGHTS (continued)

LARGE-CAP VALUE INDEX FUND

			Selected Per Share Data
					Investment Operations							Distributions
	For the Years Ended		Net Asset Value, Beginning of Year		Net Investment Income		(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Year
Institutional Class		9/30/07	$	15.93	$	0.41		$	1.80	$	2.21	$	(0.59	)	$	(0.66	)	$	(1.25	)	$	16.89
		9/30/06		14.50		0.36			1.68		2.04		(0.29	)		(0.32	)		(0.61	)		15.93
		9/30/05		13.05		0.34			1.77		2.11		(0.27	)		(0.39	)		(0.66	)		14.50
		9/30/04		11.41		0.29			1.99		2.28		(0.31	)		(0.33	)		(0.64	)		13.05
		9/30/03		9.26		0.26			1.97		2.23		(0.08	)		—			(0.08	)		11.41
Retirement Class		9/30/07		16.09		0.38			1.82		2.20		(0.57	)		(0.66	)		(1.23	)		17.06
		9/30/06		14.52		0.32			1.68		2.00		(0.11	)		(0.32	)		(0.43	)		16.09
		9/30/05		13.07		0.29			1.79		2.08		(0.24	)		(0.39	)		(0.63	)		14.52
		9/30/04		11.38		0.25			1.98		2.23		(0.21	)		(0.33	)		(0.54	)		13.07
		9/30/03		9.26		0.23			1.96		2.19		(0.07	)		—			(0.07	)		11.38

128  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

						Ratios and Supplemental Data
	For the Years Ended		Total Return			Net Assets, End of Year (000’s)		Ratio of Expenses to Average Net Assets						Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate
								Total		(b)	Net		(c)
Institutional Class		9/30/07		14.36	%	$	363,498		0.11	%		0.08	%		2.48	%		60	%
		9/30/06		14.54			518,223		0.08			0.08			2.45			49
		9/30/05		16.50			433,383		0.08			0.08			2.42			65
		9/30/04		20.25			142,252		0.10			0.08			2.34			44
		9/30/03		24.20			89,164		0.16			0.08			2.49			63
Retirement Class		9/30/07		14.17			101,949		0.32			0.30			2.26			60
		9/30/06		14.14			37,069		0.51			0.35			2.10			49
		9/30/05		16.18			778		0.44			0.44			2.07			65
		9/30/04		19.82			200		0.97			0.44			1.99			44
		9/30/03		23.77			161		0.48			0.40			2.17			63

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  129

FINANCIAL HIGHLIGHTS (continued)

EQUITY INDEX FUND

				Selected Per Share Data
						Investment Operations							Distributions
	For the Periods Ended			Net Asset Value, Beginning of Period		Net Investment Income		(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Period
Institutional Class		9/30/07		$	10.09	$	0.20			$     1.44	$	1.64	$	(0.17	)	$	(0.10	)	$	(0.27	)	$	11.46
		9/30/06			9.97		0.17			0.78		0.95		(0.17	)		(0.66	)		(0.83	)		10.09
		9/30/05			8.85		0.18			1.09		1.27		(0.15	)		—			(0.15	)		9.97
		9/30/04			8.07		0.15			0.99		1.14		(0.29	)		(0.07	)		(0.36	)		8.85
		9/30/03			6.48		0.13			1.53		1.66		(0.05	)		(0.02	)		(0.07	)		8.07
Retirement Class		9/30/07			10.24		0.17			1.48		1.65		(0.17	)		(0.10	)		(0.27	)		11.62
		9/30/06	(b)		10.00		0.07			0.17		0.24		—			—			—			10.24
Retail Class		9/30/07			10.25		0.18			1.47		1.65		(0.17	)		(0.10	)		(0.27	)		11.63
		9/30/06	(c)		10.00		0.08			0.17		0.25		—			—			—			10.25

130  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

							Ratios and Supplemental Data
										Ratio of Expenses to Average Net Assets						Ratio of Net Investment Income to Average Net Assets
	For the Years Ended						Net Assets, End of Year (000’s												Portfolio Turnover Rate
				Total Return
									)	Total		(f)	Net		(g)
Institutional Class		9/30/07			16.49	%	$	844,429			0.09	%		0.08	%		1.79	%		16	%
		9/30/06			10.08			633,027			0.08			0.08			1.74			32
		9/30/05			14.40			606,341			0.09			0.09			1.94			24
		9/30/04			14.17			766,707			0.08			0.08			1.67			26
		9/30/03			25.79			1,355,731			0.09			0.08			1.71			5
Retirement Class		9/30/07			16.29			9,479			0.36			0.33			1.54			16
		9/30/06	(b)		2.40	(d)		1,909			4.07	(e)		0.34	(e)		1.39	(e)		32
Retail Class		9/30/07			16.30			440,181			0.43			0.22			1.62			16
		9/30/06	(c)		2.50	(d)		7,115			1.49	(e)		0.24	(e)		1.53	(e)		32

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Retirement Class commenced operations on March 31, 2006.
(c)	The Retail Class commenced operations on March 31, 2006
(d)	The percentages shown for this period are not annualized.
(e)	The percentages shown for this period are annualized.
(f)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(g)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  131

FINANCIAL HIGHLIGHTS	(continued)
S&P 500 INDEX FUND

		Selected Per Share Data
				Investment Operations							Distributions
	For the Years Ended	Net Asset Value, Beginning of Year		Net Investment Income		(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Year
Institutional Class	9/30/07	$	15.36	$	0.31		$	2.17	$	2.48	$	(0.27	)	$	(0.03	)	$	(0.30	)	$	17.54
	9/30/06		14.08		0.27			1.22		1.49		(0.18	)		(0.03	)		(0.21	)		15.36
	9/30/05		12.92		0.26			1.31		1.57		(0.21	)		(0.20	)		(0.41	)		14.08
	9/30/04		11.52		0.21			1.36		1.57		(0.17	)		—			(0.17	)		12.92
	9/30/03		9.32		0.18			2.07		2.25		(0.05	)		—			(0.05	)		11.52
Retirement Class	9/30/07		15.29		0.27			2.16		2.43		(0.24	)		(0.03	)		(0.27	)		17.45
	9/30/06		14.08		0.23			1.22		1.45		(0.21	)		(0.03	)		(0.24	)		15.29
	9/30/05		12.95		0.22			1.29		1.51		(0.18	)		(0.20	)		(0.38	)		14.08
	9/30/04		11.48		0.17			1.36		1.53		(0.06	)		—			(0.06	)		12.95
	9/30/03		9.32		0.14			2.07		2.21		(0.05	)		—			(0.05	)		11.48

132  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

						Ratios and Supplemental Data
									Ratio of Expenses to Average Net Assets						Ratio of Net Investment Income to Average Net Assets
	For the Years Ended					Net Assets, End of Year (000’s												Portfolio Turnover Rate
			Total Return
								)	Total		(b)	Net		(c)
Institutional Class		9/30/07		16.35	%	$	942,556			0.07	%		0.07	%		1.88	%		18	%
		9/30/06		10.70			783,876			0.07			0.07			1.86			25
		9/30/05		12.20			526,899			0.08			0.08			1.92			38
		9/30/04		13.63			167,621			0.11			0.08			1.68			21
		9/30/03		24.23			77,569			0.17			0.08			1.68			20
Retirement Class		9/30/07		16.05			231,854			0.32			0.32			1.63			18
		9/30/06		10.39			149,408			0.37			0.37			1.56			25
		9/30/05		11.69			98,508			0.44			0.44			1.65			38
		9/30/04		13.29			54,914			0.48			0.44			1.31			21
		9/30/03		23.77			12,860			0.51			0.43			1.27			20

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  133

FINANCIAL HIGHLIGHTS	(continued)
MID-CAP GROWTH INDEX FUND

		Selected Per Share Data
				Investment Operations							Distributions
	For the Years Ended	Net Asset Value, Beginning of Year		Net Investment Income		(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Year
Institutional Class	9/30/07	$	14.30	$	0.13		$	2.73	$	2.86	$	(0.10	)	$	(0.80	)	$	(0.90	)	$	16.26
	9/30/06		14.36		0.12			0.85		0.97		(0.08	)		(0.95	)		(1.03	)		14.30
	9/30/05		12.85		0.07			2.81		2.88		(0.06	)		(1.31	)		(1.37	)		14.36
	9/30/04		12.94		0.06			1.67		1.73		(0.06	)		(1.76	)		(1.82	)		12.85
	9/30/03		9.35		0.04			3.57		3.61		(0.02	)		0.00	(b)		(0.02	)		12.94
Retirement Class	9/30/07		14.25		0.10			2.71		2.81		(0.10	)		(0.80	)		(0.90	)		16.16
	9/30/06		14.29		0.08			0.85		0.93		(0.02	)		(0.95	)		(0.97	)		14.25
	9/30/05		12.83		0.03			2.79		2.82		(0.05	)		(1.31	)		(1.36	)		14.29
	9/30/04		12.91		0.01			1.68		1.69		(0.01	)		(1.76	)		(1.77	)		12.83
	9/30/03		9.35		0.01			3.55		3.56		(0.00	)(b)		(0.00	)(b)		(0.00	)(b)		12.91

134  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

				Ratios and Supplemental Data
	For the Years	Total		Net Assets, End of Year	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average		Portfolio Turnover
	Ended	Return		(000’s)	Net	(c)	Total	(d)	Net Assets		Rate
Institutional Class	9/30/07	20.88	%	$48,316	0.48	%	0.08	%	0.86	%	70	%
	9/30/06	6.88		36,255	0.41		0.08		0.84		72
	9/30/05	23.36		29,431	0.09		0.09		0.55		42
	9/30/04	13.50		23,893	0.11		0.08		0.46		32
	9/30/03	38.64		21,450	0.15		0.08		0.38		35
Retirement Class	9/30/07	20.55		24,565	0.75		0.33		0.63		70
	9/30/06	6.60		10,121	0.94		0.35		0.54		72
	9/30/05	22.86		445	0.45		0.45		0.19		42
	9/30/04	13.15		344	0.73		0.44		0.10		32
	9/30/03	38.14		303	0.48		0.41		0.06		35

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Amount represents less than $0.01 per share.
(c)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(d)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus 135

FINANCIAL HIGHLIGHTS	(continued)
MID-CAP VALUE INDEX FUND

		Selected Per Share Data
			Investment Operations				Distributions
	For the Years Ended	Net Asset Value, Beginning of Year	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Institutional Class	9/30/07	$16.20	$0.37		$1.79	$2.16	$(0.20	)	$(0.76	)	$(0.96	)	$17.40
	9/30/06	16.55	0.33		1.47	1.80	(0.31	)	(1.84	)	(2.15	)	16.20
	9/30/05	14.23	0.33		3.24	3.57	(0.30	)	(0.95	)	(1.25	)	16.55
	9/30/04	11.83	0.29		2.66	2.95	(0.26	)	(0.29	)	(0.55	)	14.23
	9/30/03	9.30	0.25		2.36	2.61	(0.08	)	—		(0.08	)	11.83
Retirement Class	9/30/07	16.40	0.33		1.82	2.15	(0.19	)	(0.76	)	(0.95	)	17.60
	9/30/06	16.52	0.28		1.49	1.77	(0.05	)	(1.84	)	(1.89	)	16.40
	9/30/05	14.20	0.28		3.25	3.53	(0.26	)	(0.95	)	(1.21	)	16.52
	9/30/04	11.80	0.24		2.65	2.89	(0.20	)	(0.29	)	(0.49	)	14.20
	9/30/03	9.30	0.21		2.36	2.57	(0.07	)	—		(0.07	)	11.80

136 Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

				Ratios and Supplemental Data
	For the Years	Total		Net Assets, End of Year	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average		Portfolio Turnover
	Ended	Return		(000’s)	Total(b)		Net(c)		Net Assets		Rate
Institutional Class	9/30/07	13.68	%	$126,598	0.22	%	0.08	%	2.13	%	58	%
	9/30/06	12.10		59,187	0.29		0.08		2.11		76
	9/30/05	26.14		47,420	0.08		0.08		2.17		43
	9/30/04	25.36		37,010	0.09		0.08		2.16		23
	9/30/03	28.21		29,797	0.16		0.08		2.38		24
Retirement Class	9/30/07	13.41		59,559	0.46		0.33		1.87		58
	9/30/06	11.77		20,433	0.71		0.35		1.79		76
	9/30/05	25.80		289	0.44		0.44		1.81		43
	9/30/04	24.92		200	1.00		0.44		1.81		23
	9/30/03	27.78		308	0.48		0.40		2.04		24

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus 137

FINANCIAL HIGHLIGHTS	(continued)
MID-CAP BLEND INDEX FUND

			Selected Per Share Data
				Investment Operations				Distributions
	For the Years Ended	Net Asset Value, Beginning of Year		Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Institutional Class	9/30/07	$17.22		$0.28		$2.68	$2.96	$ (0.21	)	$ (0.74	)	$ (0.95	)	$19.23
	9/30/06	16.85		0.25		1.26	1.51	(0.22	)	(0.92	)	(1.14	)	17.22
	9/30/05	14.34		0.23		3.26	3.49	(0.21	)	(0.77	)	(0.98	)	16.85
	9/30/04	12.36		0.20		2.29	2.49	(0.17	)	(0.34	)	(0.51	)	14.34
	9/30/03	9.39		0.16		2.86	3.02	(0.05	)	—		(0.05	)	12.36
Retirement Class	9/30/07	17.35		0.23		2.71	2.94	(0.19	)	(0.74	)	(0.93	)	19.36
	9/30/06	16.90		0.20		1.27	1.47	(0.10	)	(0.92	)	(1.02	)	17.35
	9/30/05	14.35		0.18		3.27	3.45	(0.13	)	(0.77	)	(0.90	)	16.90
	9/30/04	12.33		0.16		2.28	2.44	(0.08	)	(0.34	)	(0.42	)	14.35
	9/30/03	9.38		0.13		2.86	2.99	(0.04	)	—		(0.04	)	12.33

138 Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

				Ratios and Supplemental Data
	For the Years Ended	Total Return		Net Assets, End of Year (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
					Total	(b)	Net(c)
Institutional Class	9/30/07	17.70	%	$111,763	0.23	%	0.08	%	1.49	%	53	%
	9/30/06	9.34		79,185	0.27		0.08		1.48		69
	9/30/05	25.01		64,696	0.08		0.08		1.48		40
	9/30/04	20.39		49,707	0.10		0.08		1.47		19
	9/30/03	32.31		39,469	0.20		0.08		1.52		35
Retirement Class	9/30/07	17.44		84,301	0.48		0.33		1.22		53
	9/30/06	9.03		29,584	0.59		0.36		1.17		69
	9/30/05	24.62		6,338	0.44		0.44		1.15		40
	9/30/04	19.94		563	0.66		0.44		1.13		19
	9/30/03	32.02		254	0.53		0.41		1.19		35

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  139

FINANCIAL HIGHLIGHTS	(continued)
SMALL-CAP GROWTH INDEX FUND

		Selected Per Share Data
			Investment Operations				Distributions
	For the Years Ended	Net Asset Value, Beginning of Year	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Institutional Class	9/30/07	$14.42	$0.12		$2.47	$2.59	$ (0.06	)	$ (1.25	)	$ (1.31	)	$15.70
	9/30/06	14.56	0.06		0.74	0.80	(0.06	)	(0.88	)	(0.94	)	14.42
	9/30/05	13.91	0.07		2.36	2.43	(0.04	)	(1.74	)	(1.78	)	14.56
	9/30/04	13.16	0.06		1.51	1.57	(0.08	)	(0.74	)	(0.82	)	13.91
	9/30/03	9.32	0.07		3.80	3.87	(0.03	)	—		(0.03	)	13.16
Retirement Class	9/30/07	15.34	0.09		2.62	2.71	(0.04	)	(1.25	)	(1.29	)	16.76
	9/30/06	15.31	0.02		0.91	0.93	(0.02	)	(0.88	)	(0.90	)	15.34
	9/30/05	14.54	0.03		2.52	2.55	(0.04	)	(1.74	)	(1.78	)	15.31
	9/30/04	13.13	0.01		2.17	2.18	(0.03	)	(0.74	)	(0.77	)	14.54
	9/30/03	9.32	0.04		3.79	3.83	(0.02	)	—		(0.02	)	13.13

140  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

				Ratios and Supplemental Data
	For the Years Ended	Total Return		Net Assets, End of Year (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
					Total(b)		Net(c)
Institutional Class	9/30/07	18.92	%	$99,933	0.30	%	0.08	%	0.79	%	64	%
	9/30/06	5.66		80,122	0.22		0.08		0.43		102
	9/30/05	17.73		76,610	0.10		0.08		0.49		70
	9/30/04	11.84		65,446	0.10		0.08		0.41		45
	9/30/03	41.59		60,470	0.16		0.08		0.66		52
Retirement Class	9/30/07	18.60		34,733	0.57		0.33		0.58		64
	9/30/06	6.13		17,974	0.62		0.35		0.15		102
	9/30/05	17.67		1,652	0.45		0.45		0.18		70
	9/30/04	16.86		279	0.67		0.44		0.04		45
	9/30/03	41.11		177	0.48		0.40		0.32		52

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  141

FINANCIAL HIGHLIGHTS	(continued)
SMALL-CAP VALUE INDEX FUND

		Selected Per Share Data
			Investment Operations			Distributions
	For the Years Ended	Net Asset Value, Beginning of Year	Net Investment Income(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Institutional Class	9/30/07	$14.45	$0.30	$0.61	$0.91	$ (0.22	)	$ (1.27	)	$ (1.49	)	$13.87
	9/30/06	14.36	0.25	1.54	1.79	(0.21	)	(1.49	)	(1.70	)	14.45
	9/30/05	14.03	0.25	2.15	2.40	(0.23	)	(1.84	)	(2.07	)	14.36
	9/30/04	12.14	0.23	2.81	3.04	(0.23	)	(0.92	)	(1.15	)	14.03
	9/30/03	9.30	0.20	2.71	2.91	(0.07	)	—		(0.07	)	12.14
Retirement Class	9/30/07	14.64	0.27	0.63	0.90	(0.21	)	(1.27	)	(1.48	)	14.06
	9/30/06	14.45	0.22	1.57	1.79	(0.11	)	(1.49	)	(1.60	)	14.64
	9/30/05	14.00	0.20	2.17	2.37	(0.08	)	(1.84	)	(1.92	)	14.45
	9/30/04	12.11	0.18	2.80	2.98	(0.17	)	(0.92	)	(1.09	)	14.00
	9/30/03	9.30	0.17	2.70	2.87	(0.06	)	—		(0.06	)	12.11

142  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

						Ratios and Supplemental Data
	For the Years Ended		Total Return			Net Assets, End of Year (000’s)		Ratio of Expenses to Average Net Assets						Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate
								Total(b)			Net(c)
Institutional Class		9/30/07		6.14	%	$	97,502		0.26	%		0.08	%		2.04	%		53	%
		9/30/06		13.79			79,190		0.22			0.08			1.76			74
		9/30/05		17.62			71,779		0.08			0.08			1.80			60
		9/30/04		25.63			63,358		0.10			0.08			1.71			42
		9/30/03		31.49			51,945		0.18			0.08			1.96			56
Retirement Class		9/30/07		5.97			55,253		0.52			0.33			1.82			53
		9/30/06		13.58			26,014		0.64			0.35			1.58			74
		9/30/05		17.39			1,933		0.44			0.44			1.42			60
		9/30/04		25.18			237		0.91			0.44			1.32			42
		9/30/03		31.04			135		0.50			0.40			1.63			56

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus   143

FINANCIAL HIGHLIGHTS	(continued)
SMALL-CAP BLEND INDEX FUND

			Selected Per Share Data
					Investment Operations							Distributions
	For the Years Ended		Net Asset Value, Beginning of Year		Net Investment Income		(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Year
Institutional Class		9/30/07	$	15.54	$	0.23		$	1.63	$	1.86	$	(0.20	)	$	(1.26	)	$	(1.46	)	$	15.94
		9/30/06		15.68		0.17			1.26		1.43		(0.14	)		(1.43	)		(1.57	)		15.54
		9/30/05		14.33		0.18			2.32		2.50		(0.14	)		(1.01	)		(1.15	)		15.68
		9/30/04		12.62		0.15			2.19		2.34		(0.14	)		(0.49	)		(0.63	)		14.33
		9/30/03		9.31		0.14			3.22		3.36		(0.05	)		—			(0.05	)		12.62
Retirement Class		9/30/07		15.58		0.20			1.64		1.84		(0.18	)		(1.26	)		(1.44	)		15.98
		9/30/06		15.65		0.13			1.27		1.40		(0.04	)		(1.43	)		(1.47	)		15.58
		9/30/05		14.32		0.13			2.33		2.46		(0.12	)		(1.01	)		(1.13	)		15.65
		9/30/04		12.59		0.10			2.19		2.29		(0.07	)		(0.49	)		(0.56	)		14.32
		9/30/03		9.31		0.11			3.21		3.32		(0.04	)		—			(0.04	)		12.59

144  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

				Ratios and Supplemental Data
	For the Years Ended	Total Return		Net Assets, End of Year (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
					Total(b)		Net(c)
Institutional Class	9/30/07	12.32	%	$179,670	0.22	%	0.08	%	1.41	%	69	%
	9/30/06	9.80		181,852	0.15		0.08		1.10		71
	9/30/05	17.74		156,344	0.08		0.08		1.22		63
	9/30/04	18.66		129,263	0.10		0.08		1.08		24
	9/30/03	36.21		103,402	0.19		0.08		1.31		52
Retirement Class	9/30/07	12.15		54,334	0.48		0.33		1.23		69
	9/30/06	9.51		28,500	0.58		0.34		0.88		71
	9/30/05	17.43		409	0.44		0.44		0.86		63
	9/30/04	18.26		330	0.77		0.44		0.71		24
	9/30/03	35.76		157	0.52		0.40		0.98		52

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus   145

FINANCIAL HIGHLIGHTS	(continued)
INTERNATIONAL EQUITY INDEX FUND

		Selected Per Share Data
			Investment Operations			Distributions
	For the Years Ended	Net Asset Value, Beginning of Year	Net Investment Income(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Institutional Class	9/30/07	$ 19.33	$ 0.55	$ 4.20	$ 4.75	$ (0.42	)	$ (0.15	)	$ (0.57	)	$ 23.51
	9/30/06	16.64	0.47	2.64	3.11	(0.27	)	(0.15	)	(0.42	)	19.33
	9/30/05	13.70	0.41	3.05	3.46	(0.33	)	(0.19	)	(0.52	)	16.64
	9/30/04	11.54	0.31	2.21	2.52	(0.31	)	(0.05	)	(0.36	)	13.70
	9/30/03	9.21	0.25	2.12	2.37	(0.04	)	—		(0.04	)	11.54
Retirement Class	9/30/07	19.64	0.56	4.22	4.78	(0.40	)	(0.15	)	(0.55	)	23.87
	9/30/06	16.76	0.48	2.63	3.11	(0.08	)	(0.15	)	(0.23	)	19.64
	9/30/05	13.67	0.27	3.12	3.39	(0.11	)	(0.19	)	(0.30	)	16.76
	9/30/04	11.51	0.27	2.20	2.47	(0.26	)	(0.05	)	(0.31	)	13.67
	9/30/03	9.21	0.20	2.14	2.34	(0.04	)	—		(0.04	)	11.51

146  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

				Ratios and Supplemental Data
	For the Years Ended	Total Return		Net Assets, End of Year (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
					Total	(b)	Net	(c)
Institutional Class	9/30/07	25.01	%	$ 496,975	0.16	%	0.15	%	2.54	%	46	%
	9/30/06	19.02		359,561	0.17		0.15		2.58		43
	9/30/05	25.63		237,853	0.16		0.16		2.67		32
	9/30/04	22.06		75,568	0.15		0.15		2.34		7
	9/30/03	25.87		64,563	0.33		0.15		2.51		9
Retirement Class	9/30/07	24.75		297,164	0.42		0.34		2.51		46
	9/30/06	18.72		82,537	0.47		0.41		2.56		43
	9/30/05	25.04		1,247	0.50		0.50		1.78		32
	9/30/04	21.68		789	0.50		0.50		2.02		7
	9/30/03	25.44		116	0.65		0.47		1.94		9

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus   147

FINANCIAL HIGHLIGHTS	(continued)
SOCIAL CHOICE EQUITY FUND

			Selected Per Share Data
				Investment Operations				Distributions
	For the Periods Ended		Net Asset Value, Beginning of Period	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Period
Institutional Class	9/30/07		$ 10.97	$ 0.20		$ 1.38	$ 1.58	$ (0.18	)	$ (0.12	)	$ (0.30	)	$ 12.25
	9/30/06		10.13	0.18		0.80	0.98	(0.14	)	(0.00	)(d)	(0.14	)	10.97
	9/30/05		8.96	0.18		1.16	1.34	(0.13	)	(0.04	)	(0.17	)	10.13
	9/30/04		7.96	0.14		0.99	1.13	(0.13	)	—		(0.13	)	8.96
	9/30/03		6.41	0.12		1.52	1.64	(0.09	)	—		(0.09	)	7.96
Retirement Class	9/30/07		11.08	0.17		1.40	1.57	(0.16	)	(0.12	)	(0.28	)	12.37
	9/30/06		10.23	0.15		0.81	0.96	(0.11	)	—		(0.11	)	11.08
	9/30/05		9.08	0.14		1.17	1.31	(0.12	)	(0.04	)	(0.16	)	10.23
	9/30/04		8.01	0.10		1.00	1.10	(0.03	)	—		(0.03	)	9.08
	9/30/03	(b)	6.41	0.09		1.54	1.63	(0.03	)	—		(0.03	)	8.01
Retail Class	9/30/07		10.18	0.18		1.29	1.47	(0.18	)	(0.12	)	(0.30	)	11.35
	9/30/06	(c)	10.00	0.10		0.08	0.18	—		—		—		10.18

148  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

							Ratios and Supplemental Data
	For the Periods Ended			Total Return			Net Assets, End of Period (000’s)		Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate
									Total(g)		Net(h)
Institutional Class		9/30/07			14.65	%	$	186,561	0.23	%	0.20	%		1.66	%		30	%
		9/30/06			9.77			129,712	0.19		0.17			1.69			18
		9/30/05			15.03			114,491	0.10		0.10			1.87			17
		9/30/04			14.23			82,778	0.10		0.08			1.54			7
		9/30/03			25.89			50,790	0.13		0.08			1.65			28
Retirement Class		9/30/07			14.36			145,444	0.48		0.45			1.43			30
		9/30/06			9.45			79,640	0.50		0.45			1.41			18
		9/30/05			14.41			50,855	0.44		0.44			1.46			17
		9/30/04			13.78			28,870	0.52		0.44			1.15			7
		9/30/03	(b)		25.42			8,936	0.48		0.43			1.16			28
Retail Class		9/30/07			14.67			173,911	0.51		0.21			1.63			30
		9/30/06	(c)		1.80	(e)		21,019	0.99	(f)	0.40	(f)		1.95	(f)		18

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Retirement Class commenced operations on October 1, 2002.
(c)	The Retail Class commenced operations on March 31, 2006.
(d)	Amount represents less than $0.01 per share.
(e)	The percentages shown for this period are not annualized.
(f)	The percentages shown for this period are annualized.
(g)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(h)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  149

FINANCIAL HIGHLIGHTS	(continued)
REAL ESTATE SECURITIES FUND

			Selected Per Share Data
					Investment Operations							Distributions
	For the Periods Ended		Net Asset Value, Beginning of Period		Net Investment Income		(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Year
Institutional Class		9/30/07	$	15.34	$	0.22		$	0.47	$	0.69	$	(0.48	)	$	(0.90	)	$	(1.38	)	$	14.65
		9/30/06		14.46		0.34			2.69		3.03		(0.57	)		(1.58	)		(2.15	)		15.34
		9/30/05		13.50		0.52			2.47		2.99		(0.57	)		(1.46	)		(2.03	)		14.46
		9/30/04		12.32		0.53			2.48		3.01		(0.49	)		(1.34	)		(1.83	)		13.50
		9/30/03		9.72		0.59			2.37		2.96		(0.35	)		(0.01	)		(0.36	)		12.32
Retirement Class		9/30/07		15.66		0.19			0.49		0.68		(0.44	)		(0.90	)		(1.34	)		15.00
		9/30/06		14.66		0.31			2.76		3.07		(0.49	)		(1.58	)		(2.07	)		15.66
		9/30/05		13.62		0.48			2.53		3.01		(0.51	)		(1.46	)		(1.97	)		14.66
		9/30/04		12.40		0.50			2.49		2.99		(0.43	)		(1.34	)		(1.77	)		13.62
		9/30/03		9.72		0.57			2.39		2.96		(0.27	)		(0.01	)		(0.28	)		12.40
Retail Class		9/30/07		15.27		0.21			0.47		0.68		(0.46	)		(0.90	)		(1.36	)		14.59
		9/30/06		14.35		0.31			2.70		3.01		(0.51	)		(1.58	)		(2.09	)		15.27
		9/30/05		13.37		0.47			2.48		2.95		(0.51	)		(1.46	)		(1.97	)		14.35
		9/30/04		12.22		0.49			2.45		2.94		(0.45	)		(1.34	)		(1.79	)		13.37
		9/30/03		9.72		0.52			2.39		2.91		(0.40	)		(0.01	)		(0.41	)		12.22

150  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

						Ratios and Supplemental Data
	For the Periods Ended		Total Return			Net Assets, End of Period (000’s)		Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate
								Total(b)		Net(c)
Institutional Class		9/30/07		4.26	%	$	252,164	0.58	%	0.55	%		1.39	%		116	%
		9/30/06		23.49			218,442	0.42		0.42			2.40			174
		9/30/05		22.87			240,806	0.17		0.17			3.66			244
		9/30/04		26.30			156,193	0.16		0.15			4.12			349
		9/30/03		30.94			99,389	0.18		0.15			5.27			317
Retirement Class		9/30/07		4.11			191,671	0.84		0.80			1.18			116
		9/30/06		23.45			197,157	0.71		0.70			2.14			174
		9/30/05		22.86			150,382	0.48		0.48			3.36			244
		9/30/04		25.81			69,980	0.50		0.47			3.88			349
		9/30/03		30.92			14,207	0.51		0.48			4.81			317
Retail Class		9/30/07		4.26			174,936	0.83		0.65			1.32			116
		9/30/06		23.50			189,084	0.62		0.62			2.21			174
		9/30/05		22.89			160,218	0.46		0.46			3.37			244
		9/30/04		25.84			107,695	0.50		0.45			3.87			349
		9/30/03		30.66			52,603	0.47		0.45			4.80			317

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  151

FINANCIAL HIGHLIGHTS	(continued)
MANAGED ALLOCATION FUND II

				Selected Per Share Data
						Investment Operations							Distributions
	For the Periods Ended		(b)	Net Asset Value, Beginning of Period		Net Investment Income		(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains		Total Distributions			Net Asset Value, End of Year
Institutional Class		9/30/07		$	10.11	$	0.33		$	1.12	$	1.45	$	(0.53	)	$	—	$	(0.53	)	$	11.03
		9/30/06			10.00		0.11			0.11		0.22		(0.11	)		—		(0.11	)		10.11
Retirement Class		9/30/07			10.13		0.35			1.06		1.41		(0.51	)		—		(0.51	)		11.03
		9/30/06			10.00		0.11			0.11		0.22		(0.09	)		—		(0.09	)		10.13
Retail Class		9/30/07			10.16		0.22			1.21		1.43		(0.54	)		—		(0.54	)		11.05
		9/30/06			10.00		0.13			0.10		0.23		(0.07	)		—		(0.07	)		10.16

152  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

					Ratios and Supplemental Data
	For the Periods Ended		Total Return			Net Assets, End of Period (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
		(b)					Total	(e)(g)	Net	(f)(g)
Institutional Class	9/30/07		14.68	%	$	4,718	0.12	%	0.00	%	3.12	%	13	%
	9/30/06		2.25	(c)		2,046	1.50	(d)	0.00	(d)	2.26	(d)	8
Retirement Class	9/30/07		14.27			16,570	0.37		0.25		3.26		13
	9/30/06		2.17	(c)		8,358	1.59	(d)	0.25	(d)	2.14	(d)	8
Retail Class	9/30/07		14.47			620,616	0.45		0.00		1.99		13
	9/30/06		2.36	(c)		7,505	1.38	(d)	0.00	(d)	2.56	(d)	8

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Fund commenced operations on March 31, 2006.
(c)	The percentages shown for this period are not annualized.
(d)	The percentages shown for this period are annualized.
(e)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(f)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.
(g)	The Fund’s expenses do not include the expenses of the underlying Funds.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus  153

FINANCIAL HIGHLIGHTS (continued)

BOND FUND

			Selected Per Share Data
					Investment Operations								Distributions
	For the Periods Ended		Net Asset Value, Beginning of Period		Net Investment Income		(a)	Net Realized and Unrealized Gain (Loss) on Investments			Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Return of Capital			Total Distributions			Net Asset Value, End of Period
Institutional Class	9/30/07		$	9.97	$	0.49		$	(0.03	)	$	0.46	$	(0.49	)	$	—		$	—		$	(0.49	)	$	9.94
	9/30/06			10.10		0.47			(0.13	)		0.34		(0.47	)		—			—			(0.47	)		9.97
	9/30/05			10.29		0.42			(0.14	)		0.28		(0.42	)		(0.04	)		(0.01	)		(0.47	)		10.10
	9/30/04			10.81		0.41			(0.06	)		0.35		(0.42	)		(0.45	)		—			(0.87	)		10.29
	9/30/03			10.72		0.44			0.17			0.61		(0.44	)		(0.08	)		—			(0.52	)		10.81
Retirement Class	9/30/07			10.13		0.47			(0.03	)		0.44		(0.47	)		—			—			(0.47	)		10.10
	9/30/06	(b)		10.00		0.24			0.11			0.35		(0.22	)		—			—			(0.22	)		10.13
Retail Class	9/30/07			10.11		0.49			(0.03	)		0.46		(0.48	)		—			—			(0.48	)		10.09
	9/30/06	(c)		10.00		0.23			0.11			0.34		(0.23	)		—			—			(0.23	)		10.11

154  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

					Ratios and Supplemental Data
							Ratio of Expenses				Ratio of
					Net Assets,		to Average				Net Investment
	For the				End of		Net Assets				Income		Portfolio
	Periods		Total		Period						to Average		Turnover
	Ended(b)		Return		(000’s)		Total	(f)	Net	(g)	Net Assets		Rate
Institutional Class	9/30/07		4.74	%	$	1,615,363	0.32	%	0.32	%	4.91	%	189	%
	9/30/06		3.46			1,709,874	0.25		0.25		4.71		183
	9/30/05		2.86			1,455,931	0.14		0.14		4.10		274
	9/30/04		3.46			931,386	0.14		0.14		3.94		90
	9/30/03		5.84			1,429,288	0.14		0.14		4.08		169
Retirement Class	9/30/07		4.43			8,302	0.59		0.59		4.69		189
	9/30/06	(b)	3.52	(d)		1,270	7.70	(e)	0.55	(e)	4.69	(e)	183
Retail Class	9/30/07		4.68			7,078	0.60		0.42		4.87		189
	9/30/06	(c)	3.42	(d)		1,006	7.52	(e)	0.60	(e)	4.63	(e)	183

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Retirement Class commenced operations on March 31, 2006.
(c)	The Retail Class commenced operations on March 31, 2006.
(d)	The percentages shown for this period are not annualized.
(e)	The percentages shown for this period are annualized.
(f)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(g)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus 155

FINANCIAL HIGHLIGHTS (continued)

BOND PLUS FUND II

					Selected Per Share Data
					Investment Operations							Distributions
	For the Periods Ended(b)		Net Asset Value, Beginning of Period		Net Investment Income(a)		Net Realized and Unrealized Gain (Loss) on Investments			Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Period
Institutional Class		9/30/07	$	10.10	$	0.51	$	(0.10	)	$	0.41	$	(0.51	)		$   (0.00)(e	)	$	(0.51	)	$	10.00
		9/30/06		10.00		0.26		0.10			0.36		(0.26	)		—			(0.26	)		10.10
Retirement Class		9/30/07		10.12		0.49		(0.09	)		0.40		(0.50	)		(0.00)(e	)		(0.50	)		10.02
		9/30/06		10.00		0.25		0.10			0.35		(0.23	)		—			(0.23	)		10.12
Retail Class		9/30/07		10.12		0.50		(0.10	)		0.40		(0.50	)		(0.00)(e	)		(0.50	)		10.02
		9/30/06		10.00		0.25		0.10			0.35		(0.23	)		—			(0.23	)		10.12

						Ratios and Supplemental Data
	For the Periods Ended (b)		Total Return			Net Assets, End of Period (000’s)		Ratio of Expenses to Average Net Assets						Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate
								Total(f)			Net(g)
Institutional Class		9/30/07		4.16	%	$	282,159		0.42	%		0.35	%		5.12	%		137	%
		9/30/06		3.62	(c)		57,393		0.62	(d)		0.35	(d)		5.15	(d)		92
Retirement Class		9/30/07		4.01			8,830		0.72			0.55			4.92			137
		9/30/06		3.54	(c)		2,474		4.86	(d)		0.55	(d)		5.03	(d)		92
Retail Class		9/30/07		4.09			264,897		0.77			0.41			5.07			137
		9/30/06		3.55	(c)		2,581		3.73	(d)		0.50	(d)		5.06	(d)		92

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Fund commenced operations on March 31, 2006.
(c)	The percentages shown for this period are not annualized.
(d)	The percentages shown for this period are annualized.
(e)	Amount represents less than $0.01 per share.
(f)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(g)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

156  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

SHORT-TERM BOND FUND II

			Selected Per Share Data
					Investment Operations								Distributions
	For the Periods Ended	(b)	Net Asset Value, Beginning of Period		Net Investment Income		(a)	Net Realized and Unrealized Gain (Loss) on Investments			Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Period
Institutional Class	9/30/07		$	10.04	$	0.48		$	0.00	(e)	$	0.48	$	(0.48	)	$	(0.00	)(e)	$	(0.48	)	$	10.04
	9/30/06			10.00		0.24			0.04			0.28		(0.24	)		—			(0.24	)		10.04
Retirement Class	9/30/07			10.06		0.46			0.00	(e)		0.46		(0.47	)		(0.00	)(e)		(0.47	)		10.05
	9/30/06			10.00		0.24			0.03			0.27		(0.21	)		—			(0.21	)		10.06
Retail Class	9/30/07			10.05		0.47			0.01			0.48		(0.48	)		(0.00	)(e)		(0.48	)		10.05
	9/30/06			10.00		0.24			0.03			0.27		(0.22	)		—			(0.22	)		10.05

							Ratios and Supplemental Data
	For the Periods Ended		(b)	Total Return			Net Assets, End of Period (000’s)		Ratio of Expenses to Average Net Assets						Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate
									Total(f)			Net(g)
Institutional Class		9/30/07			4.87	%	$	163,035		0.40	%		0.30	%		4.76	%		82	%
		9/30/06			2.83	(c)		56,867		0.55	(d)		0.30	(d)		4.87	(d)		83
Retirement Class		9/30/07			4.63			12,785		0.67			0.50			4.58			82
		9/30/06			2.75	(c)		2,473		4.50	(d)		0.50	(d)		4.76	(d)		83
Retail Class		9/30/07			4.86			101,059		0.76			0.34			4.69			82
		9/30/06			2.75	(c)		3,331		2.88	(d)		0.45	(d)		4.82	(d)		83

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Fund commenced operations on March 31, 2006.
(c)	The percentages shown for this period are not annualized.
(d)	The percentages shown for this period are annualized.
(e)	Amount represents less than $0.01 per share.
(f)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(g)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus   157

FINANCIAL HIGHLIGHTS (continued)

HIGH-YIELD FUND II

			Selected Per Share Data
					Investment Operations								Distributions
	For the Periods Ended	(b)	Net Asset Value, Beginning of Period		Net Investment Income		(a)	Net Realized and Unrealized Gain (Loss) on Investments			Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains		Total Distributions			Net Asset Value, End of Period
Institutional Class	9/30/07			$  9.92		$  0.72			$  0.02			$  0.74		$  (0.72	)	$	—		$  (0.72	)		$  9.94
	9/30/06			10.00		0.35			(0.08	)		0.27		(0.35	)		—		(0.35	)		9.92
Retirement Class	9/30/07			9.92		0.71			0.03			0.74		(0.71	)		—		(0.71	)		9.95
	9/30/06			10.00		0.36			(0.12	)		0.24		(0.32	)		—		(0.32	)		9.92
Retail Class	9/30/07			9.94		0.72			0.03			0.75		(0.71	)		—		(0.71	)		9.98
	9/30/06			10.00		0.35			(0.09	)		0.26		(0.32	)		—		(0.32	)		9.94

158  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

						Ratios and Supplemental Data
	For the Periods Ended		Total Return			Net Assets, End of Period (000’s)		Ratio of Expenses to Average Net Assets						Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate
		(b)						Total(e)			Net(f)
Institutional Class	9/30/07			7.66	%	$	228,834		0.49	%		0.40	%		7.30	%		43	%
	9/30/06			2.82	(c)		53,478		0.67	(d)		0.40	(d)		7.16	(d)		26
Retirement Class	9/30/07			7.61			15,869		0.73			0.60			7.10			43
	9/30/06			2.51	(c)		6,620		5.28	(d)		0.60	(d)		7.19	(d)		26
Retail Class	9/30/07			7.76			143,329		0.76			0.47			7.25			43
	9/30/06			2.72	(c)		2,819		3.56	(d)		0.55	(d)		7.13	(d)		26

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Fund commenced operations on March 31, 2006.
(c)	The percentages shown for this period are not annualized.
(d)	The percentages shown for this period are annualized.
(e)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(f)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus   159

FINANCIAL HIGHLIGHTS	(continued)
TAX-EXEMPT BOND FUND II

			Selected Per Share Data
				Investment Operations					Distributions
	For the Periods Ended	(b)	Net Asset Value, Beginning of Period	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains	Total Distributions		Net Asset Value, End of Period
Institutional Class	9/30/07		$ 10.19	$ 0.38		$ (0.06	)	$ 0.32	$ (0.38	)	$ —	$ (0.38	)	$ 10.13
	9/30/06		10.00	0.19		0.19		0.38	(0.19	)	—	(0.19	)	10.19
Retail Class	9/30/07		10.20	0.38		(0.06	)	0.32	(0.38	)	—	(0.38	)	10.14
	9/30/06		10.00	0.19		0.18		0.37	(0.17	)	—	(0.17	)	10.20

					Ratios and Supplemental Data
	For the Periods Ended		Total Return		Net Assets, End of Period (000’s)		Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
		(b)					Total	(e)	Net	(f)
Institutional Class	9/30/07		3.21	%	$	75,790	0.46	%	0.35	%	3.76	%	48	%
	9/30/06		3.85	(c)		51,414	0.63	(d)	0.35	(d)	3.79	(d)	73
Retail Class	9/30/07		3.16			179,606	0.72		0.39		3.76		48
	9/30/06		3.77	(c)		4,302	2.93	(d)	0.50	(d)	3.77	(d)	73

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Fund commenced operations on March 31, 2006.
(c)	The percentages shown for this period are not annualized.
(d)	The percentages shown for this period are annualized.
(e)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(f)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

160 Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

INFLATION-LINKED BOND FUND

			Selected Per Share Data
				Investment Operations						Distributions
	For the Periods Ended		Net Asset Value, Beginning of Period	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments			Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains			Total Distributions		Net Asset Value, End of Period
Institutional Class	9/30/07		$ 10.08	$ 0.41		$	0.03		$ 0.44	$ (0.40	)	$	—		$ (0.40	)	$ 10.12
	9/30/06		10.69	0.56			(0.39	)	0.17	(0.57	)		(0.21	)	(0.78	)	10.08
	9/30/05		10.75	0.43			0.12		0.55	(0.46	)		(0.15	)	(0.61	)	10.69
	9/30/04		10.51	0.45			0.30		0.75	(0.42	)		(0.09	)	(0.51	)	10.75
	9/30/03		10.12	0.37			0.31		0.68	(0.29	)		—		(0.29	)	10.51
Retirement Class	9/30/07		10.19	0.45			(0.02	)	0.43	(0.39	)		—		(0.39	)	10.23
	9/30/06	(b)	10.00	0.31			0.09		0.40	(0.21	)		—		(0.21	)	10.19
Retail Class	9/30/07		9.93	0.38			0.04		0.42	(0.39	)		—		(0.39	)	9.96
	9/30/06		10.54	0.54			(0.39	)	0.15	(0.55	)		(0.21	)	(0.76	)	9.93
	9/30/05		10.63	0.43			0.11		0.54	(0.48	)		(0.15	)	(0.63	)	10.54
	9/30/04		10.39	0.49			0.24		0.73	(0.40	)		(0.09	)	(0.49	)	10.63
	9/30/03		10.12	0.40			0.26		0.66	(0.39	)		—		(0.39	)	10.39

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus 161

FINANCIAL HIGHLIGHTS	(continued)
INFLATION-LINKED BOND FUND (continued)

					Ratios and Supplemental Data
	For the Periods Ended		Total Return			Net Assets, End of Period (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
							Total	(e)	Net(f)
Institutional Class	9/30/07		4.51	%		$  438,862	0.36	%	0.35	%	4.07	%	26	%
	9/30/06		1.70			363,157	0.28		0.28		5.46		83
	9/30/05		5.19			325,636	0.14		0.14		3.97		239
	9/30/04		7.36			382,305	0.15		0.14		4.27		151
	9/30/03		6.82			223,138	0.15		0.14		3.56		210
Retirement Class	9/30/07		4.29			17,840	0.61		0.55		4.47		26
	9/30/06	(b)	4.04	(c)		5,661	2.44	(d)	0.55	(d)	6.08	(d)	83
Retail Class	9/30/07		4.35			56,824	0.63		0.48		3.85		26
	9/30/06		1.53			59,388	0.47		0.43		5.32		83
	9/30/05		5.14			70,277	0.30		0.30		4.04		239
	9/30/04		7.20			95,536	0.33		0.30		4.67		151
	9/30/03		6.64			20,193	0.31		0.30		3.93		210

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Retirement Class commenced operations on March 31, 2006.
(c)	The percentages shown for this period are not annualized.
(d)	The percentages shown for this period are annualized.
(e)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS. (f) Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.
(f)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

162 Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

MONEY MARKET FUND

				Selected Per Share Data
						Investment Operations						Distributions
	For the Periods Ended			Net Asset Value, Beginning of Period		Net Investment Income(a)		Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains		Total Distributions			Net Asset Value, End of Period
Institutional Class		9/30/07		$	1.00	$	0.05	$	—	$	0.05	$	(0.05	)	$	—	$	(0.05	)	$	1.00
		9/30/06			1.00		0.05		—		0.05		(0.05	)		—		(0.05	)		1.00
		9/30/05			1.00		0.03		—		0.03		(0.03	)		—		(0.03	)		1.00
		9/30/04			1.00		0.01		—		0.01		(0.01	)		—		(0.01	)		1.00
		9/30/03			1.00		0.01		—		0.01		(0.01	)		—		(0.01	)		1.00
Retirement Class		9/30/07			1.00		0.05		—		0.05		(0.05	)		—		(0.05	)		1.00
		9/30/06	(b)		1.00		0.03		—		0.03		(0.03	)		—		(0.03	)		1.00
Retail Class		9/30/07			1.00		0.05		—		0.05		(0.05	)		—		(0.05	)		1.00
		9/30/06	(c)		1.00		0.03		—		0.03		(0.03	)		—		(0.03	)		1.00

TIAA-CREF Institutional Mutual Funds § Institutional Class § Prospectus 163

FINANCIAL HIGHLIGHTS	(concluded)
MONEY MARKET FUND (continued)

					Ratios and Supplemental Data
	For the Periods Ended		Total Return		Net Assets, End of Period (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets
						Total	(f)	Net(g)
Institutional Class	9/30/07		5.37	%	$235,421	0.14	%	0.14	%	5.21	%
	9/30/06		4.70		272,119	0.14		0.13		4.65
	9/30/05		2.68		200,545	0.09		0.09		2.65
	9/30/04		1.10		179,775	0.09		0.09		1.10
	9/30/03		1.27		175,247	0.10		0.09		1.27
Retirement Class	9/30/07		5.12		98,903	0.39		0.35		5.01
	9/30/06	(b)	2.45	(d)	43,804	0.71	(e)	0.35	(e)	5.07	(e)
Retail Class	9/30/07		5.25		1,034,417	0.43		0.25		5.11
	9/30/06	(c)	2.53	(d)	127,318	0.25	(e)	0.25	(e)	5.16	(e)

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Retirement Class commenced operations on March 31, 2006.
(c)	The Retail Class commenced operations on March 31, 2006.
(d)	The percentages shown for this period are not annualized.
(e)	The percentages shown for this period are annualized.
(f)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(g)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

164  Prospectus § TIAA-CREF Institutional Mutual Funds § Institutional Class

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FOR MORE INFORMATION ABOUT
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

Statement of Additional Information (“SAI”). The SAI contains more information about certain aspects of the Funds. A current SAI has been filed with the Securities and Exchange Commission (“SEC”) and is incorporated into this Prospectus by reference. This means that the 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, you will find a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during the preceding fiscal year. However, the report will not contain information on the Enhanced International Equity Index Fund, Enhanced Large-Cap Growth Index Fund and the Enhanced Large-Cap Value Index Fund because they only recently commenced operations.

Requesting documents. You can request a copy of the SAI or these reports without charge, or contact the Funds for any other purpose, in any of the following ways:

By telephone:

Call 800 897-9069

In writing:

TIAA-CREF Institutional Mutual

Funds — Institutional Class

P.O. Box 4674

New York, NY 10164

Over the Internet:

www.tiaa-cref.org/mfs

Information about the Trust (including the SAI) can be reviewed and copied at the SEC’s public reference room (202 551-8090) in Washington, D.C. The reports and other information are also available through the EDGAR Database on the SEC’s 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 SEC’s Public Reference Section, Washington, D.C. 20549.

To lower costs and eliminate duplicate documents sent to your home, the Funds will 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 Funds toll-free or write to the Funds as follows:

By telephone:

Call 800 478-2966

In writing:

TIAA-CREF Institutional Mutual

Funds — Institutional Class

P.O. Box 4674

New York, NY 10164

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 Funds, 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 Funds will ask for your name, address, date of birth, social security number and other information that will allow the Funds to identify you, such as your home telephone number. Until you provide the Funds with the information they need, the Funds may not be able to open an account or effect any transactions for you.

811-9301

PROSPECTUS

FEBRUARY 1, 2008

TIAA-CREF
INSTITUTIONAL MUTUAL FUNDS

Retirement Class

§	Growth & Income Fund
§	International 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
§	Mid-Cap Growth Index Fund
§	Mid-Cap Value Index Fund
§	Mid-Cap Blend Index Fund

§	Small-Cap Growth Index Fund
§	Small-Cap Value Index Fund
§	Small-Cap Blend Index Fund
§	International Equity Index Fund
§	Social Choice Equity Fund
§	Real Estate Securities Fund
§	Managed Allocation Fund II
§	Bond Fund
§	Bond Plus Fund II
§	Short-Term Bond Fund II
§	High-Yield Fund II
§	Inflation-Linked Bond Fund
§	Money Market Fund

This Prospectus describes the Retirement Class shares offered by twenty-seven investment portfolios (each, a “Fund”) of the TIAA-CREF Institutional Mutual Funds (the “Trust”). The Trust also offers Institutional and Retail class shares through separate prospectuses dated February 1, 2008.

An investment in TIAA-CREF Institutional Mutual Funds 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 any of the Funds, or the Funds could perform more poorly than other investments.

The Securities and Exchange Commission (“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	3
Overview of the Funds	3
General Information About the Funds	4
The Equity Funds	5
Principal Risks of Investing in the Equity Funds	5
Active Equity Funds	7
Growth & Income Fund	7
International Equity Fund	8
Large-Cap Growth Fund	10
Large-Cap Value Fund	11
Mid-Cap Growth Fund	12
Mid-Cap Value Fund	13
Small-Cap Equity Fund	14
Index Funds	14
Large-Cap Growth Index Fund	16
Large-Cap Value Index Fund	16
Equity Index Fund	16
S&P 500 Index Fund	16
Mid-Cap Growth Index Fund	17
Mid-Cap Value Index Fund	17
Mid-Cap Blend Index Fund	17
Small-Cap Growth Index Fund	17
Small-Cap Value Index Fund	17
Small-Cap Blend Index Fund	18
International Equity Index Fund	18
Specialty Equity Fund	18
Social Choice Equity Fund	19
Real Estate Securities Fund	21
Balanced Fund	23
Managed Allocation Fund II	23
Fixed-Income Funds	26
Principal Risks of Investing in the Fixed-Income Funds	26
Bond Fund	27
Bond Plus Fund II	29
Short-Term Bond Fund II	30
High-Yield Fund II	31
Inflation-Linked Bond Fund	33
Money Market Fund	34
Money Market Fund	35
Past Performance	36
Fees and Expenses	50

Additional Information About Investment Objectives, Strategies and Risks	54
Investment Management Styles	54
More About Benchmarks and Other Indices	54
Additional Investment Strategies	59
Equity Funds	59
The Real Estate Securities Fund	60
The Fixed-Income Funds	60
The Money Market Fund	60
Portfolio Holdings	61
Portfolio Turnover	61
Share Classes	61
Management of the Funds	61
The Funds’ Investment Adviser	61
Portfolio Management Teams	65
Other Services	77
Distribution Arrangements	78
Calculating Share Price	78
Dividends and Distributions	80
Taxes	81
Your Account: Purchasing, Redeeming or Exchanging Shares	83
Retirement Class Eligibility	83
How to Purchase Shares	84
How to Redeem Shares	87
How to Exchange Shares	89
Conversion of Shares	91
Market Timing/Excessive Trading Policy	94
Redemption or Exchange Fee	96
Electronic Prospectuses	97
Glossary	97
Financial Highlights	98

SUMMARY INFORMATION

OVERVIEW OF THE FUNDS

          The twenty-seven Funds of the Trust offered in this Prospectus are divided into five general types:

• Nineteen Equity Funds that invest primarily in equity securities. The Equity Funds consist of three subcategories of Equity Funds reflecting different investment management techniques. They are:

          Active Equity Funds:

• Growth & Income Fund

• International Equity Fund

• Large-Cap Growth Fund

• Large-Cap Value Fund

• Mid-Cap Growth Fund

• Mid-Cap Value Fund

• Small-Cap Equity Fund

          Index Funds:

• Large-Cap Growth Index Fund

• Large-Cap Value Index Fund

• Equity Index Fund

• S&P 500 Index Fund

• Mid-Cap Growth Index Fund

• Mid-Cap Value Index Fund

• Mid-Cap Blend Index Fund

• Small-Cap Growth Index Fund

• Small-Cap Value Index Fund

• Small-Cap Blend Index Fund

• International Equity Index Fund

          Specialty Equity Fund:

• Social Choice Equity Fund

• The Real Estate Securities Fund, which invests primarily in equity and fixed-income securities of companies principally engaged in or related to the real estate industry.

• A Balanced Fund that invests primarily in other mutual funds through a “fund of funds” approach:

• Managed Allocation Fund II

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  3

• Five Fixed-Income Funds, which invest primarily in fixed-income securities:

• Bond Fund

• Bond Plus Fund II

• Short-Term Bond Fund II

• High-Yield Fund II

• Inflation-Linked Bond Fund

• The Money Market Fund, which invests primarily in high-quality, short-term money market instruments.

GENERAL INFORMATION ABOUT THE FUNDS

          This Prospectus describes the Funds, each of which is a separate investment portfolio or mutual fund, and has its own investment objective, investment strategies, restrictions and attendant risks. An investor should consider each Fund separately to determine if it is an appropriate investment. The investment objective of each Fund, the investment strategies by which it seeks its objective and its non-fundamental investment restrictions may be changed by the Board of Trustees of the Trust (the “Board of Trustees”) without shareholder approval. Certain investment restrictions described in the Statement of Additional Information (“SAI”) are fundamental and may only be changed with shareholder approval.

          The use of a particular index as a Fund’s 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.

          As noted in the investment strategy descriptions below, most of the Funds have a policy of normally investing at least 80% of their assets (net assets, plus the amount of any borrowings for investment purposes) in the particular type of securities implied by their names, including such terms as “index” and “large-, mid- and small-cap.” However, this 80% policy does not apply to the use of the words “growth” or “value” in the Funds’ names.

          The term “equity securities” means an ownership interest, or the right to acquire an ownership interest, in an issuer. For purposes of the 80% policy of the Funds, the term includes common stocks, preferred stocks, convertible securities, warrants, equity-linked derivatives and other securities which, by their terms, are convertible to common stock. Shareholders will receive at least 60 days’ prior notice before changes are made to the 80% policy.

          Each 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 avoiding market losses but may otherwise fail to achieve its investment objective.

          The Funds are not appropriate for market timing. You should not invest in the Funds if you are a market timer.

          No one can assure that a Fund will achieve its investment objective and investors should not consider any one Fund to be a complete investment program.

          Please see the Glossary towards the end of the Prospectus for certain defined terms used in the Prospectus.

4Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

The Equity Funds

          This Prospectus includes nineteen Funds that invest primarily in equity securities. There are three subcategories of Equity Funds: Active Equity Funds, Index Funds and Specialty Equity Funds.

          Principal Risks of Investing in the Equity Funds

          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. Therefore, the value of an investment in the Funds that hold equity securities may decrease. There is no guarantee that a Fund will meet its investment objective.

          An investment in an Equity Fund, or any Fund’s equity investments, will be subject to the following principal investment risks described below:

• Market Risk—The risk that the price of equity securities may decline in response to general market and economic conditions or events. Accordingly, the value of the equity securities that a Fund holds may decline over short or extended periods of time. Any stock is subject to the risk that the stock market as a whole may decline in value, thereby depressing the stock’s price. Equity markets 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.

• Company Risk (often called Financial Risk)—The risk that the issuer’s earnings prospects and overall financial position will deteriorate, causing a decline in the security’s value over short or extended periods of time.

          The Funds that make foreign investments, particularly the International Equity Fund and International Equity Index Fund, are subject to:

• Foreign Investment Risk—The risk of investing in securities of foreign issuers, securities or contracts traded on foreign exchanges or in foreign markets, or securities or contracts payable in foreign currency. Investing in foreign investments entails risks beyond those of domestic investing. These include: (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 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.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  5

          The risks described above often increase 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 securities markets may be very small, share prices may be volatile and difficult to determine. In addition, foreign investors such as the Funds are subject to a variety of special restrictions in many such countries.

          The Funds that are managed according to a growth or value investment style are subject to:

• Style Risk—Funds that use either a growth investing or a value investing style entail the risk that equity securities representing either style may be out of favor in the marketplace for various periods of time. When this occurs, investors, such as the Funds, holding such securities may experience significant declines in the value of their portfolios.

The Funds that are managed according to a growth investment style are subject to:
•	Risks of Growth Investing—Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. For example, the price of a growth stock may experience a larger decline on a forecast of lower earnings, or a negative event or market development, than would a value stock. Because the value of growth companies is often a function of their expected earnings growth, there is a risk that such earnings growth may not occur or cannot be sustained.
The Funds that are managed according to a value investment style are subject to:

• Value Investing Risk—Securities believed to be undervalued are subject to the risks that: (1) the issuer’s potential business prospects are not realized; (2) their potential values are never recognized by the market; and (3) due to unanticipated or unforeseen problems associated with the issuer or industry, they were appropriately priced (or over-priced) when acquired.

                    The Index Funds are subject to:

• Index Risk—The risk that an Index Fund’s performance will not correspond to its benchmark index for any period of time. Although each Index Fund attempts to use as a baseline the investment performance of its respective index, an Index Fund may not duplicate the exact composition of its index. In addition, unlike a mutual fund, the returns of an index are not reduced by investment and other operating expenses, and therefore, the ability of an Index Fund to match the performance of its index is adversely affected by the costs of buying and selling investments as well as other expenses. Therefore, none of the Index Funds can guarantee that its performance will match its index for any period of time.

6Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

          Funds that are managed, in whole or in part, according to a quantitative investment methodology are subject to:

	•	Quantitative Analysis Risk—The risk that securities selected using quantitative analysis can perform differently from the market as a whole as a result of the factors used in the analysis, the weight placed on each factor and changes in the factor’s historical trends.
Funds that invest in options, futures, swaps and other types of derivative securities are subject to:
	•	Derivatives Risk—The risk that the prices of certain derivatives may not correlate perfectly with the prices of the underlying securities, currencies or other assets being hedged. Derivatives also present the risk of default by the other party to the derivative instrument. A liquid secondary market for over-the-counter derivatives such as options may not be available at a particular time. In addition, unanticipated changes in interest rates, securities prices or currency exchange rates may result in poorer overall performance of a Fund than if it had not entered into any derivatives transactions.
The Funds that invest in mid- and small-cap securities, particularly the Mid-Cap Growth, Mid-Cap Value, Small-Cap Equity, Mid-Cap Growth Index, Mid-Cap Value Index, Mid-Cap Blend Index, Small-Cap Growth Index, Small-Cap Value Index and Small-Cap Blend Index Funds, as well as the Managed Allocation Fund II, are subject to:
	•	Small-Cap/Mid-Cap Risk—Securities of small and mid-sized companies may experience greater fluctuations in price than the securities of larger companies. They may also have to be sold at a discount from their current market prices or in small lots over an extended period, since they may be harder to sell than larger-cap securities. In addition, such companies may be subject to certain business risks due to their smaller size, limited markets and financial resources, narrow product lines and frequent lack of depth of management.
	No one can assure that a Fund will achieve its investment objective and investors should not consider any one Fund to be a complete investment program. As with all mutual funds, there is a risk that an investor could lose money by investing in a Fund.

Active Equity Funds

          Growth & Income Fund

          Investment Objective: The Fund seeks a favorable long-term total return through both capital appreciation and investment income, primarily from income-producing equity securities.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in income-producing equity securities. The Fund will invest primarily in (1) income-producing equity securities or (2) other securities defined by its benchmark index, the Standard & Poor’s 500 (“S&P 500^®”) Index. The Funds’ investment adviser, Teachers Advisors, Inc.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  7

(“Advisors”), seeks to construct a portfolio whose weighted average market capitalization is similar to the Fund’s benchmark index. The Fund focuses on equity securities of larger, well-established, mature growth companies that Advisors believes to be attractively valued, show the potential to appreciate faster than the rest of the market and offer a growing stream of dividend income. Mainly, Advisors looks for companies that are leaders in their respective industries, with sustainable competitive advantages. Advisors also looks for companies with management teams that are dedicated to creating shareholder value. The Fund also may invest in rapidly growing smaller companies and may invest up to 20% of its total assets in foreign investments when Advisors believes these companies offer more attractive investment opportunities. By investing in a combination of equity securities that provide opportunity for capital appreciation and dividend income, the Fund seeks to produce total returns that are in line or above that of the S&P 500^® Index. The Fund may, on occasion, also invest a portion of its assets through quantitative techniques to maintain similar overall financial characteristics to the S&P 500® Index. These quantitative techniques, when used, may help Advisors control risk exposures by suggesting security selections that may fill unintended gaps in portfolio construction. Quantitative investment techniques may also be utilized to help the Fund remain fully invested at all times.

          Principal Investment Risks: The Fund is subject to market risk, company risk, style risk and foreign investment risk. It is also subject to the risks of growth investing and the risks associated with investments in stocks paying relatively high dividends. These stocks may significantly underperform other stocks during periods of rapid market appreciation. In addition, by focusing on the securities of larger companies, the Fund may have fewer opportunities to identify securities that the market misprices and these companies may grow more slowly than the economy as a whole or not at all. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who want capital appreciation and income but who also can accept the risk of market fluctuations and who want to invest in a fund with a profile similar to the Fund’s benchmark index.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

          International Equity Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of foreign issuers.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities of foreign issuers. The Fund has a policy of maintaining investments of equity securities of foreign issuers in at least three countries other than the United States. Advisors selects individual stocks, and lets the Fund’s country and regional asset allocations evolve

8Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

from their stock selection. However, the Fund’s sector and country exposure is regularly managed against the Fund’s benchmark index, the Morgan Stanley Capital International EAFE^® (Europe, Australasia, Far East) Index (the “MSCI EAFE^® Index”), in order to control risk. The Fund may invest in emerging markets to varying degrees, depending on the prevalence of stock specific opportunities. The Fund may sometimes hold a significant amount of stocks of smaller, lesser-known companies.

          Advisors looks for companies of all sizes with:

• sustainable earnings growth;

• focused management with successful track records;

• unique and easy-to-understand franchises (brands);

• stock prices that do not fully reflect the stock’s potential value, based on current earnings, assets, and long-term growth prospects; and

• consistent generation of free cash flow.

          The Fund may, on occasion, also invest a portion of its assets through quantitative techniques to maintain similar overall financial characteristics to the Fund’s benchmark index. These quantitative investment techniques, when used, may help Advisors control risk exposures by suggesting security selections that may fill unintended gaps in portfolio construction. Quantitative investment techniques may also be utilized to help the Fund remain fully invested at all times.

          Principal Investment Risks: The Fund is subject to foreign investment risk (discussed below), market risk and company risk. Foreign investment risks are even more pronounced for investments in issuers located in countries with emerging economies and securities markets. The stock prices of smaller, lesser-known companies may fluctuate more than those of larger companies.

          Investing in foreign investments entails risks beyond those of domestic investing. These include: (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 in 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 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.

          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 securities markets may be very small, share prices may be volatile and difficult to establish. In addition, foreign investors such as the Fund are

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  9

subject to a variety of special restrictions in many such countries. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who seek high long-term total returns, understand the advantages of diversification across international markets, who are willing to tolerate the greater risks of foreign investments and who want to invest in a fund with a profile similar to the Fund’s benchmark index.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

          Large-Cap Growth Fund

          Investment Objective: The Fund seeks a favorable long-term return, mainly through capital appreciation, primarily from equity securities.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in large-cap equity securities. The Fund will invest primarily in large-cap equity securities that Advisors believes present the opportunity for growth. For purposes of the Fund’s 80% investment policy, “large-cap” securities are securities of issuers with a capitalization equal to or greater than the top 80% of issuers by capitalization within the Russell 1000^® Index at the time of purchase. (Russell 1000^® is a trademark and service mark of the Russell Investment Group.) Generally, these equity securities will be those of large capitalized companies in new and emerging areas of the economy and companies with distinctive products or promising markets. Advisors looks for companies that it believes have the potential for strong earnings or sales growth, or that appear to be mispriced based on current earnings, assets or growth prospects. The Fund may invest in large, well-known, established companies, particularly when Advisors believes that the companies offer new or innovative products, services or processes that may enhance their future earnings. The Fund also seeks to invest in companies expected to benefit from prospective acquisitions, reorganizations, corporate restructurings or other special situations. The Fund may invest up to 20% of its total assets in foreign investments. The Fund may, on occasion, also invest a portion of its assets through quantitative techniques to maintain similar overall financial characteristics to the Fund’s benchmark, the Russell 1000^® Growth Index. These quantitative techniques, when used, may help Advisors control risk exposures by suggesting security selections that may fill unintended gaps in portfolio construction. Quantitative investment techniques may also be utilized to help the Fund remain fully invested in stocks at all times.

          Principal Investment Risks: The Fund is subject to market risk, company risk, style risk and foreign investment risk. It is also subject to the risks of growth investing.

          In addition, by focusing on the securities of larger companies, the Fund carries with it the risk that it may have fewer opportunities to identify securities that the market misprices and that these companies may grow more slowly than the economy as a whole or not at all. Further, stocks of companies involved in

10Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

reorganizations and other special situations can often involve more risk than ordinary securities. Accordingly, the Fund’s performance is often more volatile than the overall stock market, and it could significantly outperform or underperform the stock market during any particular period. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who want a favorable long-term total return through capital appreciation but are willing to tolerate fluctuations in value and who want to invest in a fund with a profile similar to the Fund’s benchmark index.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

          Large-Cap Value Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of large domestic companies.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in large-cap equity securities. The Fund will invest primarily in equity securities of large domestic companies, as defined by the Fund’s benchmark index (the Russell 1000^® Value Index), that Advisors believes appear undervalued by the market based on an evaluation of their potential worth. For purposes of the Fund’s 80% investment policy, “large-cap” securities are securities of issuers with a capitalization equal to or greater than the top 80% of issuers by capitalization within the Russell 1000^® Index at the time of purchase.

          The Fund uses a variety of comparative valuation criteria to determine whether shares of a particular company might be undervalued, including:

• analyses of historical valuations of the same security;

• valuations of comparable securities in the same sector or the overall market;

• various financial ratios such as stock price-to-book value, stock price-to-earnings, and dividend yield; and

• free cash flow generated by the company.

          The Fund may invest up to 20% of its total assets in foreign investments. The Fund may, on occasion, also invest a portion of its assets through quantitative techniques to maintain similar overall financial characteristics to the Fund’s benchmark index. These quantitative techniques, when used, may help Advisors control risk exposures by suggesting security selections that may fill unintended gaps in portfolio construction. Quantitative investment techniques may also be utilized to help the Fund remain fully invested in stocks at all times.

          Principal Investment Risks: The Fund is subject to market risk, company risk, style risk and foreign investment risk. It is also subject to the risks of value investing.

          In addition, by focusing on the securities of larger companies, the Fund carries with it the risk that it may have fewer opportunities to identify securities that the

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  11

market misprices and that these companies may grow more slowly than the economy as a whole or not at all. Further, stocks of companies involved in reorganizations and other special situations can often involve more risk than ordinary securities. Accordingly, the Fund’s performance is often more volatile than the overall stock market, and it could significantly outperform or underperform the stock market during any particular period. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who are looking for long-term total return through capital appreciation using a value investment style and who want to invest in a fund with a profile similar to the Fund’s benchmark index.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

          Mid-Cap Growth Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of medium-sized domestic companies.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in mid-cap equity securities. The Fund will invest primarily in equity securities of medium-sized domestic companies, as defined by the Fund’s benchmark index (the Russell Midcap^® Growth Index), that Advisors believes present the opportunity for growth.

          Advisors looks for equity securities of companies that it believes have prospects for strong earnings or sales growth. The Fund invests in equity securities of companies that are in new and emerging areas of the economy, that have distinctive products or services and that are growing faster than the overall equity market. The Fund may also invest in companies that Advisors believes to be undervalued based on current earnings, assets or growth prospects. These investments could include companies likely to benefit from prospective acquisitions, reorganizations, corporate restructurings or other special situations.

          The Fund also uses proprietary quantitative models to take positions in securities that represent modest deviations from the benchmark index based on relative value, price or potential earnings growth. The Fund may invest up to 20% of its total assets in foreign investments. The Fund may, on occasion, also invest a portion of its assets through quantitative techniques to maintain similar overall financial characteristics to the Fund’s benchmark index. These quantitative techniques, when used, may help Advisors control risk exposures by suggesting security selections that may fill unintended gaps in portfolio construction. Quantitative investment techniques may also be utilized to help the Fund remain fully invested in stocks at all times.

          Principal Investment Risks: The Fund is subject to market risk, company risk, foreign investment risk and mid-cap risk. The Fund is also subject to style

12Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

risk and the risks of growth investing. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who desire capital appreciation and seek additional exposure to medium-sized domestic companies through a growth investment style and who want to invest in a fund with a profile similar to the Fund’s benchmark index.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

          Mid-Cap Value Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of medium-sized domestic companies.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in mid-cap equity securities. The Fund will invest primarily in equity securities of medium-sized domestic companies, as defined by the Fund’s benchmark index (the Russell Midcap^® Value Index), that Advisors believes appear undervalued by the market based on an evaluation of their potential worth.

          The Fund uses a variety of comparative valuation criteria to determine whether shares of a particular company might be undervalued, including:

• analyses of historical valuations of the same security;

• valuations of comparable securities in the same sector or the overall market;

• various financial ratios such as stock price-to-book value, stock price-to-earnings, and dividend yield; and

• free cash flow generated by the company.

          The Fund may invest up to 20% of its total assets in foreign investments. The Fund may, on occasion, also invest a portion of its assets through quantitative techniques to maintain similar overall financial characteristics to the Fund’s benchmark index. These quantitative techniques, when used, may help Advisors control risk exposures by suggesting security selections that may fill unintended gaps in portfolio construction. Quantitative investment techniques may also be utilized to help the Fund remain fully invested in stocks at all times.

          Principal Investment Risks: The Fund is subject to market risk, company risk, mid-cap risk, and foreign investment risk. In addition, the Fund is subject to style risk and the risks of value investing. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who desire capital appreciation and seek additional exposure to medium-sized domestic companies through a value investment style, and who want to invest in a fund with a profile similar to the Fund’s benchmark index.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  13

          Small-Cap Equity Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of smaller domestic companies.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in small-cap equity securities. The Fund will invest primarily in equity securities of smaller domestic companies across a wide range of sectors, growth rates and valuations, that appear to have favorable prospects for significant long-term capital appreciation.

          The Fund seeks to add incremental return over its stated benchmark index, the Russell 2000^® Index, while also managing the relative risk of the Fund versus its benchmark index. The Fund uses proprietary quantitative models based on financial and investment theories to evaluate and score a broad universe of stocks in which the Fund invests. These models typically weigh many different variables, including:

• the valuation of the individual stock versus the market or its peers;

• future earnings and sustainable growth prospects; and

• the price and volume trends of the stock.

          The score is used to form the portfolio, along with the following additional inputs:

• weightings of the stock, and its corresponding sector, in the benchmark;

• correlations between the performance of the stocks in the universe; and

• trading costs.

          The overall goal is to build a portfolio of stocks that outperform the Fund’s stated benchmark index, while also managing the relative risk of the Fund versus its benchmark index.

          The Fund’s strategy is based upon Advisors’ understanding of the interplay of market factors and does not assure successful investment. The markets or the prices of individual securities may be affected by factors not taken into account in Advisor’s analysis.

          Principal Investment Risks: The Fund is subject to market risk, company risk and small-cap risk. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who desire capital appreciation and who are comfortable with the risks of investing in small domestic companies.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

Index Funds

          Each of the Index Funds seeks a favorable long-term total return from a diversified portfolio of equity securities selected to track the various U.S. or foreign markets of publicly-traded stocks, as represented by a broad stock market

14Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

index. Each of the Index Funds has a policy of investing, under normal circumstances, at least 80% of its net assets in securities of its respective benchmark index and, as applicable, in large-, mid- and small-cap securities. For purposes of the 80% investment policy, “large-cap” securities are securities of issuers with a capitalization equal to or greater than the top 80% of issuers by capitalization within the Russell 1000^® Index at the time of purchase. The Index Funds may use a sampling approach to create a portfolio that closely matches the overall investment characteristics (for example, market capitalization and industry weightings of securities) of its index without investing in all of the stocks in the index. Each of the Index Funds is described below.

          Principal Investment Strategy: Each Index Fund is designed to track various U.S. or foreign equity markets as a whole or a segment of these markets. Each Fund primarily invests its net assets in equity securities selected to track a designated broad stock market index. Because the return of an index is not reduced by investment and other operating expenses, a Fund’s ability to match its index is negatively affected by the costs of buying and selling securities as well as other expenses. The use of a particular index by an Index Fund is not a fundamental policy of the Fund and may be changed without shareholder approval.

          Principal Investment Risks: Generally, the Index Funds are subject to the same risks as the Equity Funds noted above. In particular, each Index Fund is subject to market and index risk as well as company risk. Although each Index Fund attempts to closely track the investment performance of its index, it does not duplicate the composition of the index and is subject to certain investment and operating expenses, which the index does not have. Therefore, none of the Index Funds can guarantee that its performance will match its index for any period of time. As with any mutual fund, you can lose money by investing in any of the Index Funds.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

          Who May Want to Invest: Each of the Index Funds may be appropriate for investors who seek a mutual fund with investment performance that attempts to closely track the performance of its designated index.

          The index for each Index Fund is shown in the table below. These indices are described in detail below in “More About Benchmarks and Other Indices.”

Index Fund	Index
Large-Cap Growth Index Fund	Russell 1000® Growth Index
Large-Cap Value Index Fund	Russell 1000® Value Index
Equity Index Fund	Russell 3000® Index
S&P 500 Index Fund	S&P 500® Index
Mid-Cap Growth Index Fund	Russell Midcap® Growth Index
Mid-Cap Value Index Fund	Russell Midcap® Value Index
Mid-Cap Blend Index Fund	Russell Midcap® Index
Small-Cap Growth Index Fund	Russell 2000® Growth Index
Small-Cap Value Index Fund	Russell 2000® Value Index
Small-Cap Blend Index Fund	Russell 2000® Index
International Equity Index Fund	MSCI EAFE® Index

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  15

          Large-Cap Growth Index Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of equity securities of large domestic growth companies based on a market index.

          Fund Benchmark: Russell 1000^® Growth Index.

          Additional Principal Investment Risks: In addition to the investment risks applicable to all of the Index Funds, the Large-Cap Growth Index Fund is subject to style risk and the risks associated with growth investing.

          Large-Cap Value Index Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of equity securities of large domestic value companies based on a market index.

          Fund Benchmark: Russell 1000^® Value Index.

          Additional Principal Investment Risks: In addition to the investment risks applicable to all of the Index Funds, the Large-Cap Value Index Fund is subject to style risk and the risks associated with value investing.

          Equity Index Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly from capital appreciation, by investing primarily in a portfolio of equity securities selected to track the overall U.S. equity markets based on a market index.

          Fund Benchmark: Russell 3000^® Index.

          Additional Principal Investment Risks: In addition to the investment risks applicable to all of the Index Funds, because a small portion of the Fund’s index is comprised of smaller lesser-known companies, the Fund is subject to small- and mid-cap risk. The prices of equity securities of smaller, lesser-known companies, which make up a small portion of the index, may fluctuate more than those of larger companies because smaller companies may depend on narrow product lines, have limited operating histories and lack management depth. Such securities also may be thinly-traded.

          S&P 500 Index Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of equity securities of large domestic companies selected to track U.S. equity markets based on a market index.

          Fund Benchmark: S&P 500^® Index.

          Additional Principal Investment Risks: In addition to the investment risks applicable to all of the Index Funds, an investment in securities of larger companies carries with it the risk that the company (and its earnings) may grow more slowly than the economy as a whole, or not at all. Also, larger companies may fall out of favor with the investing public for reasons unrelated to their businesses or economic fundamentals.

16Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

          Mid-Cap Growth Index Fund

          Investment Objective: The Fund seeks a favorable long-term return, mainly through capital appreciation, by investing primarily in a portfolio of equity securities of medium-sized domestic growth companies based on a market index.

          Fund Benchmark: Russell Midcap^® Growth Index.

          Additional Principal Investment Risks: In addition to the investment risks applicable to all of the Index Funds, the Mid-Cap Growth Index Fund is subject to style risk, the risks associated with growth investing and mid-cap risk.

          Mid-Cap Value Index Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of equity securities of medium-sized domestic value companies based on a market index.

          Fund Benchmark: Russell Midcap^® Value Index.

          Additional Principal Investment Risks: In addition to the investment risks applicable to all of the Index Funds, the Mid-Cap Value Index Fund is subject to style risk, the risks of value investing and mid-cap risk.

          Mid-Cap Blend Index Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a very broad portfolio of equity securities of medium-sized domestic companies based on a market index.

          Fund Benchmark: Russell Midcap^® Index.

          Additional Principal Investment Risks: In addition to the investment risks applicable to all of the Index Funds, the Mid-Cap Blend Index Fund is subject to mid-cap risk.

          Small-Cap Growth Index Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of equity securities of smaller domestic growth companies based on a market index.

          Fund Benchmark: Russell 2000^® Growth Index.

          Additional Principal Investment Risks: In addition to the investment risks applicable to all of the Index Funds, the Small-Cap Growth Index Fund is subject to style risk. It is subject to the risks associated with growth investing and small-cap risk.

          Small-Cap Value Index Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of equity securities of smaller domestic value companies based on a market index.

          Fund Benchmark: Russell 2000^® Value Index.

          Additional Principal Investment Risks: In addition to the investment risks applicable to all of the Index Funds, the Small-Cap Value Index Fund is subject to style risk, the risks of value investing and small-cap risk.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  17

          Small-Cap Blend Index Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of equity securities in smaller domestic companies based on a market index.

          Fund Benchmark: Russell 2000^® Index.

          Additional Principal Investment Risks: In addition to the investment risks applicable to all of the Index Funds, the Small-Cap Blend Index Fund is subject to small-cap risk.

          International Equity Index Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of foreign equity investments based on a market index.

          Fund Benchmark: MSCI EAFE^® Index.

          Additional Principal Investment Risks: In addition to the investment risks applicable to all of the Index Funds, the International Equity Index Fund is subject to foreign investment risk. These risks are even more pronounced for investments in issuers located in countries with emerging economies and securities markets. The Fund may sometimes hold a significant amount of stocks of smaller, lesser-known companies whose stock prices may fluctuate more than those of larger companies.

          Investing in securities traded on foreign exchanges or in foreign markets can involve risks beyond those of domestic investing. These include: (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 in 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 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.

          The risks noted above often increase 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 securities markets may be very small, share prices may be volatile and difficult to establish. In addition, foreign investors such as the Fund are subject to a variety of special restrictions in many emerging countries.

Specialty Equity Fund

          This Prospectus includes the following Specialty Equity Fund: the Social Choice Equity Fund.

18Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

          Social Choice Equity Fund

          Investment Objective: The Fund seeks a favorable long-term total return that reflects the investment performance of the overall U.S. stock market while giving special consideration to certain social criteria.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities. The Fund will invest primarily in equity securities that meet its social criteria. The Fund attempts to track the return of the U.S. stock market as represented by the Russell 3000^® Index, while investing only in companies whose activities are consistent with the Fund’s social criteria. It does this by investing in companies included in the KLD Research & Analytics, Inc. (“KLD”) Broad Market Social Index^SM (the “KLD BMS Index”),¹ which is a subset of companies in the Russell 3000^® Index screened to favor companies that meet or exceed the environmental, social and governance criteria described below.

          Companies that are currently excluded from the KLD BMS Index include:

• Companies that derive any revenues from the manufacture of alcohol or tobacco products, and retailers that derive significant revenues from the sale of alcohol or tobacco;

• Companies that derive any revenues from gambling;

• Companies that derive any revenue from the manufacture of firearms and/or ammunition, and retailers that derive significant revenues from the sale of firearms and/or ammunition;

• Companies that derive significant revenues from the production of military weapons; and

• Electric utilities that own interests in nuclear power plants.

          The remaining companies are then evaluated for their records in certain qualitative areas. Concerns in one area do not automatically eliminate the company

1	The Social Choice Equity Fund is not promoted, sponsored or endorsed by, or in any way affiliated with KLD. KLD is not responsible for and has not reviewed the Fund, nor any associated literature or publications and it makes no representation or warranty, express or implied, as to their accuracy, or completeness, or otherwise.
	KLD’s publication of the KLD Indices in no way suggests or implies an opinion by it as to the attractiveness or appropriateness of investment in any or all securities upon which the KLD Indices are based. KLD makes no express or implied warranty, and expressly disclaims any warranty, of any kind, including without limitation, any warranty of merchantability or fitness for a particular purpose with respect to the KLD Indices or any data or any security (or combination thereof) included therein.
	The KLD BMS IndexSM is derived from the constituents of the Russell 3000® Index. The Russell 3000® Index is a trademark/service mark of the Russell Investment Group (“RIG”). The use of the Russell 3000® Index as the universe for the KLD BMS Index in no way suggests or implies an opinion by RIG as to the attractiveness of the KLD BMS Index or of the investment in any or all of the securities upon which the Russell Indices or KLD Indices are based.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  19

from the KLD BMS Index. Instead, KLD bases its screening decisions both on the company’s social performance in these areas relative to its industry peers, and the general social and environmental impact of the industries to which each company belongs. The following are some of the principal social criteria that KLD currently considers when selecting companies for inclusion in the KLD BMS Index:

• Safe and useful products, including a company’s record with respect to product safety, marketing practices, commitment to quality and research and development;

• Employee relations, including a company’s record with respect to labor matters, workplace safety, employee benefit programs and meaningful participation in company profits either through stock purchase or profit sharing plans;

• Human rights, including relations with indigenous peoples, non-U.S. labor relations, and operations in countries that KLD considers to have widespread and well-documented labor rights abuses;

• Corporate citizenship, including a company’s record with respect to philanthropic activities, community relations and impact of operations on communities;

• Corporate governance, including executive compensation, tax disputes and accounting practices;

• Environmental performance, including a company’s record with respect to fines or penalties, waste disposal, toxic emissions, efforts in waste reduction and emissions reduction, recycling and environmentally beneficial fuels, products and services; and

• Diversity, including a company’s record with respect to promotion of women and minorities, equal employment opportunities, family friendly employee benefits and contracts with women and minority suppliers.

          The KLD BMS Index is reconstituted once a year based on an updated list of the companies comprising the Russell 3000^® Index. As of December 31, 2007 the KLD BMS Index was comprised of approximately 2,093 companies in the Russell 3000^® Index that passed certain exclusionary and qualitative screens.

          The Fund may invest in U.S. Government securities and in securities issued by foreign governments or their agencies or instrumentalities as approved by the Corporate Governance and Social Responsibility Committee of the Board of Trustees. The Fund may invest up to 15% of its total assets in foreign investments.

          Principal Investment Risks: The Fund is subject to market risk, company risk, foreign investment risk and index risk. In addition, because its social criteria exclude securities of certain issuers for non-financial reasons, this Fund may forgo some market opportunities available to Funds that don’t use these criteria. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who seek a broadly-based equity investment that excludes companies based on certain social criteria.

20Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

Real Estate Securities Fund

          Real Estate Securities Fund

          Investment Objective: The Fund seeks to obtain a favorable long-term total return through both capital appreciation and current income, by investing primarily in equity and fixed-income securities of companies principally engaged in or related to the real estate industry.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in the equity and fixed-income securities of companies that are principally engaged in or related to the real estate industry (“real estate securities”), including those that own significant real estate assets, such as real estate investment trusts (“REITs”). The Fund is actively managed using a research-oriented process with a focus on cash flows, asset values and Advisors’ belief in management’s ability to increase shareholder value. The Fund does not invest directly in real estate. The Fund concentrates its investments in the real estate industry.

          An issuer is principally “engaged in” or principally “related to” the real estate industry if at least 50% of its total assets, gross income or net profits are attributable to ownership, construction, management or sale of residential, commercial or industrial real estate, or to products or services related to the real estate industry. The Fund typically invests in securities issued by equity REITs (which directly own real estate), mortgage REITs (which make short-term construction or real estate development loans or invest in long-term mortgages or mortgage pools), real estate brokers and developers, homebuilders, companies that manage real estate and companies that own substantial amounts of real estate. Businesses related to the real estate industry include manufacturers and distributors of building supplies and financial institutions that make or service mortgage loans.

          The Fund also may invest up to 15% of its total assets in real estate securities of foreign issuers and up to 20% of its total assets in equity (including preferred stock) and debt securities of issuers that are not engaged in or related to the real estate industry. The benchmark index for the Fund is the Dow Jones Wilshire Real Estate Securities Index.

          Principal Investment Risks: The Fund is subject to the special risks of real estate investing described below. It is also subject to market risk, foreign investment risk and company risk, as described under “Principal Risks of Investing in the Equity Funds” above, and interest rate risk and income risk, as described under “Principal Risks of Investing in the Fixed-Income Funds” below. Further, because the Fund concentrates its investments in only one industry and holds securities of relatively few issuers, the value of its portfolio is likely to experience greater fluctuations and may be subject to a greater risk of loss than those of other mutual funds.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  21

          There are significant risks inherent in the investment objective and strategies of the Real Estate Securities Fund. Because of its objective of investing in, among other things, the securities of companies that own, construct, manage or sell residential, commercial or industrial real estate, it is subject to all of the risks associated with the ownership of real estate. These risks include, among others: declines in the value of real estate, negative changes in the climate for real estate, risks related to general and local economic conditions, over-building and increased competition, decreases in property revenues, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants, leveraging of interests in real estate, increases in prevailing interest rates, and costs resulting from the clean-up of environmental problems. Because of its objective of investing in the securities of issuers whose products and services are engaged in or related to the real estate industry, it is subject to the risk that the value of such securities will be negatively affected by one or more of these risks.

          In addition to these risks, equity REITs may be affected by changes in the value of the underlying property of the trusts, while mortgage REITs may be affected by changes in the quality of any credit extended. Both equity and mortgage REITs are dependent upon management skill and may not be diversified. REITs are also subject to heavy cash flow dependency, defaults by borrowers, self-liquidation and the possibility of failing to qualify for special tax treatment under the Internal Revenue Code of 1986, as amended (the “Code”) or failing to meet other applicable regulatory requirements. Finally, certain REITs may be self-liquidating, meaning that a specific term of existence is provided for in their trust documents. In acquiring the securities of REITs, the Fund runs the risk that it could sell such securities at an inopportune time.

          The Fund is also exposed to the risks associated with investing in the securities of smaller companies, as often companies in the real estate industry are smaller, lesser-known companies. These securities may fluctuate in value more than those of larger companies because some smaller companies may depend on narrow product lines, have limited track records, lack depth of management, or have thinly-traded securities.

          No one can assure that a Fund will achieve its investment objective and investors should not consider any one Fund to be a complete investment program. As with any mutual fund, you can lose money by investing in this Fund. information.

          Who May Want to Invest: The Fund may be appropriate for investors who want capital appreciation and income, who are looking to diversify their investments by investing in real estate securities, and who are willing to accept the risk of investing in real estate securities.

          Please see “Principal Risks of Investing in the Equity Funds” above and “Principal Risks of Investing in the Fixed-Income Funds” below for more information.

22Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

Balanced Fund

          This Prospectus includes the following Balanced Fund: Managed Allocation Fund II.

          Managed Allocation Fund II

          Investment Objective: The Fund seeks favorable returns that reflect the broad investment performance of the financial markets through capital appreciation and investment income. The Fund will pursue this goal through a “fund of funds” approach, whereby the Fund will make investments primarily in other mutual funds.

          Principal Investment Strategy: The Fund may invest in shares of underlying funds such as: (1) the Trust’s other investment funds; and (2) other mutual funds or other permissible investment pools or products that may be selected by the Board of Trustees from time to time. The Managed Allocation Fund II may invest in underlying funds or products other than those listed above at any time in the future without obtaining shareholder approval. These additional underlying funds or products may have different investment objectives and styles from those currently held by the Fund and may change the risk profile of the Fund. The Fund will notify you where the addition of underlying funds or products would have a material effect on the composition of the Fund’s investment portfolio.

          Generally, the Fund will seek to meet its investment objective by investing: (1) approximately 60% of its net assets in equity funds including up to 5% of its net assets in real estate funds; and (2) approximately 40% of its net assets in fixed-income funds.

          The Fund currently intends to invest in the following equity funds:

• Large-Cap Growth Fund, which invests primarily in a diversified portfolio of common stocks that Advisors believes present the opportunity for growth, such as stocks of large-cap companies in new and emerging areas of the economy and companies with distinctive products or promising markets.

• International Equity Fund, which invests primarily in a broadly diversified portfolio of foreign equity investments.

• Large-Cap Value Fund, which invests primarily in equity securities of large domestic companies that Advisors believes appear undervalued by the market based on an evaluation of their potential worth.

• Small-Cap Equity Fund, which invests primarily in equity securities of smaller domestic companies across a wide range of sectors, growth rates and valuations that appear to have favorable prospects for significant long-term capital appreciation.

• Growth & Income Fund, which invests primarily in a broadly diversified portfolio of income-producing equity securities selected for their investment potential.

          For the real estate securities component of its asset allocation strategy, the Managed Allocation Fund II currently intends to invest in the Real Estate Securities Fund, which invests primarily in the equity and fixed-income securities

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  23

of companies that are principally engaged in or related to the real estate industry, including those that own significant real estate assets, such as REITs.

          The Fund currently intends to invest in the following fixed-income funds:

• Bond Plus Fund II, which divides its portfolio into two segments, one of which invests in a broad range of investment-grade debt securities, and the other of which seeks enhanced returns through investments in illiquid or non-investment-grade securities.

• Short-Term Bond Fund II, which invests primarily in a broad range of U.S. Treasury and agency securities, and corporate bonds with maturities from 1–5 years.

• High-Yield Fund II, which invests primarily in lower-rated, higher-yielding fixed-income securities, such as domestic and foreign corporate bonds, debentures, loans and notes, as well as convertible securities and preferred stocks.

• Inflation-Linked Bond Fund, which invests primarily in inflation-linked bonds—fixed-income securities whose returns are designed to track a specified inflation index over the life of the security.

          As a result of its investments in the underlying funds, the Managed Allocation Fund II’s returns will reflect investments in a mix of domestic stocks of companies of all sizes, foreign equities, real estate securities and a variety of domestic and foreign fixed-income instruments of private and governmental issuers of varying maturities and credit qualities. To maintain an appropriate allocation among the underlying funds, the Fund monitors the foreign and domestic equity markets, as well as overall financial and economic conditions. If Advisors believes that the relative attractiveness of the markets in which the equity and fixed-income funds are invested changes, it can adjust the percentage of investments in these funds up or down by up to 5%. At any given time the Fund plans on holding between 0 to 5% of its net assets in real estate funds. The Fund’s benchmark is a composite comprised of the benchmarks of each underlying fund based on the Fund’s allocations.

          The composition of the Fund’s fixed-income portion will vary depending on the shape of the yield curve. This means that when there is not much difference between the yield on short-term and long-term bonds, the Fund will increase its investments in the Short-Term Bond Fund II. The Fund will have less than 5% of assets in the High-Yield Fund II.

          The Fund might sometimes be even more heavily weighted toward equities or fixed-income, if Advisors believes market conditions warrant. For example, the Fund might increase its holdings in fixed-income funds in periods when Advisors believes the equity markets will decline.

          For flexibility in meeting redemptions, expenses and the timing of new investments, and as a short-term defense during periods of unusual volatility, the Fund can also invest in government securities (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)), short-term paper or shares of the Money Market Fund. For temporary defensive purposes, the Managed

24Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

Allocation Fund II may invest without limitation in such securities. The Fund cannot guarantee that this strategy will be successful.

          Principal Investment Risks: The Fund shares the risks associated with the types of securities held by each of the underlying funds in which it invests, including market risk, company risk, foreign investment risk, interest rate risk, credit risk, call risk, and prepayment and extension risk. Interest rate, credit, call and prepayment and extension risks are described in “Principal Risks of Investing in the Fixed-Income Funds” below. The extent to which the investment performance and risks associated with the Fund correspond to those of an underlying fund depends on the extent to which the Fund’s assets are allocated for investment among the underlying funds and such allocations may vary from time to time.

          The Fund is also subject to risks associated with the allocation of its assets among underlying funds. The Fund’s performance depends upon how its assets are allocated and reallocated between underlying funds in accordance with the ranges described above. However, there is no guarantee that such allocation and reallocation decisions will produce the desired results. It is possible that the Fund’s portfolio managers will focus on an underlying fund that performs poorly or underperforms other underlying funds under various market conditions. Investors could lose money as a result of these allocation decisions. Additionally, the Fund is subject to underlying fund risks as the ability of the Fund to achieve its investment objective will depend upon the ability of the underlying funds to achieve their investment objectives. There can be no guarantee that any underlying fund will achieve its investment objective.

          It is possible that the interests of the Managed Allocation Fund II could diverge from the interests of one or more of the underlying funds in which it invests. That could create a conflict of interest between the Managed Allocation Fund II and its underlying funds, in which case it could be difficult for the trustees of the Trust to fulfill their fiduciary duties to each fund, since they oversee both the Fund and the underlying funds. The Board of Trustees believes it has structured each Fund to avoid these concerns. However, it is still possible that proper action for the Managed Allocation Fund II could sometimes hurt the interests of an underlying fund, or vice versa. If that happens, Advisors and the Board of Trustees will carefully analyze the situation and take all steps they believe reasonable to minimize and, where possible, eliminate the potential conflict. Advisors and the Board of Trustees will, in any case, closely and continuously monitor each Fund’s investments to avoid these concerns as much as possible.As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who prefer to have their asset allocation decisions made by professional money managers. The Fund is suitable for investors with medium- to long-term time horizons and who seek capital appreciation and investment income through broad diversification.

          Please see “Principal Risks of Investing in the Equity Funds” above and “Principal Risks of Investing in the Fixed-Income Funds” below for more information.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  25

Fixed-Income Funds

          This Prospectus includes five Funds that invest primarily in fixed-income securities: Bond Fund, Bond Plus Fund II, Short-Term Bond Fund II, High-Yield Fund II and Inflation-Linked Bond Fund.

          Principal Risks of Investing in the Fixed-Income Funds

          An investment in a Fixed-Income Fund, or any Fund’s fixed-income investments, typically are subject to the following principal investment risks described below:

•	Income Volatility Risk—Income volatility refers to the degree and speed with which changes in prevailing market interest rates diminish the level of current income from a portfolio of fixed-income securities. The risk of income volatility is the risk that the level of current income from a portfolio of fixed-income securities declines in certain interest rate environments.
•	Credit Risk (a type of Company Risk)—The risk that a decline in a company’s financial position may prevent it from making principal and interest payments on fixed-income securities when due. Credit risk relates to the ability of an issuer of a fixed-income security to pay principal and interest on the security on a timely basis and is the risk that the issuer could default on its obligations, thereby causing a Fund to lose its investment in the security. This risk is heightened in the case of investments in lower-rated, high-yield fixed-income securities.
•	Call Risk—The risk that an issuer will redeem a fixed-income security prior to maturity. This often happens when prevailing interest rates are lower than the rate specified for the fixed-income security. If a fixed-income security is called early, a Fund may not be able to benefit fully from the increase in value that other fixed-income securities experience when interest rates decline. Additionally, a Fund would likely have to reinvest the payoff proceeds at current yields, which are likely to be lower than the fixed-income securities in which the fund originally invested.
•	Interest Rate Risk (a type of Market Risk)—The risk that the value or yield of fixed-income securities may decline if interest rates change. In general, when prevailing interest rates decline, the market value of fixed-income securities (particularly those paying a fixed rate of interest) tends to increase. Conversely, when prevailing interest rates increase, the market value of fixed-income securities (particularly those paying a fixed rate of interest) tends to decline. Depending on the timing of the purchase of a fixed-income security
	and the price paid for it, changes in prevailing interest rates may increase or decrease the security’s yield.
•	Prepayment Risk and Extension Risk—Prepayment risk and extension risk are normally present in adjustable-rate mortgage loans, mortgage-backed securities and other asset-backed securities. For example, homeowners have the option to prepay their mortgages. Therefore, the duration of a security backed by home mortgages can either shorten (prepayment risk) or lengthen (extension risk). If interest rates on new mortgage loans fall sufficiently below

26Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

the interest rates on existing outstanding mortgage loans, the rate of prepayment generally increases. Conversely, if mortgage loan interest rates rise above the interest rates on existing outstanding mortgage loans, the rate of prepayment generally decreases. In either case, a change in the prepayment rate and the resulting change in duration of fixed-income securities held by a Fund can result in losses to investors in the Fund.

          In addition to the principal investment risks set forth above, there are other risks associated with a particular Fixed-Income Fund that are discussed in the following Fund summaries, which may include some of the risks previously identified for the Equity Funds. The use of a particular index as a Fund’s benchmark index is not a fundamental policy and can be changed without shareholder approval.

          No one can assure that a Fund will achieve its investment objective and investors should not consider any one Fund to be a complete investment program. As with all mutual funds, there is a risk that an investor could lose money by investing in a Fund.

          Bond Fund

          Investment Objective: The Fund seeks as favorable a long-term total return through income as is consistent with preserving capital, primarily from investment-grade fixed-income securities.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in investment-grade bonds and other bonds. Bonds of this type may include U.S. Government securities, corporate bonds and mortgage-backed or other asset-backed securities. The Fund also invests in other fixed-income securities. The Fund does not rely exclusively on rating agencies when making investment decisions. Instead, Advisors does its own credit analysis, paying particular attention to economic trends and other market events. Individual securities or sectors are then overweighted or underweighted relative to the Fund’s benchmark index, the Lehman Brothers U.S. Aggregate Index, when Advisors believes that the Fund can take advantage of what appear to be undervalued, overlooked or misunderstood issuers that offer the potential to boost returns above that of the index. The Fund is managed to maintain an average duration that is similar to the Lehman Brothers U.S. Aggregate Index. Duration is a measure of volatility in the price of a bond in response to a change in prevailing interest rates, with a longer duration indicating more volatility. As of December 31, 2007, the duration of the Lehman Brothers U.S. Aggregate Index was 4.41 years. By keeping the duration of the Fund close to that of the index, the returns due to changes in interest rates should be similar between the Fund and the index. The Fund may invest up to 15% of its total assets in fixed-income securities of foreign issuers.

          The Fund’s investments in mortgage-backed securities can include pass-through securities sold by private, governmental and government-related organizations and collateralized mortgage obligations (“CMOs”). Mortgage pass-through securities are created when mortgages are pooled together and interests in the pool are sold to investors. The cash flow from the underlying mortgages is “passed through” to investors in periodic principal and interest payments. CMOs

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  27

are obligations that are fully collateralized directly or indirectly by a pool of mortgages from which payments of principal and interest are dedicated to the payment of principal and interest.

          The Fund may use an investment strategy called “mortgage rolls” (also referred to as “dollar rolls”), in which the Fund sells securities for delivery in the current month and simultaneously contracts with a counterparty to repurchase similar (same type, coupon and maturity) but not identical securities on a specified future date. The Fund loses the right to receive principal and interest paid on the securities sold. However, the Fund would benefit to the extent of any price received for the securities sold and the lower forward price for the future purchase (often referred to as the “drop”) plus the interest earned on the short-term investment awaiting the settlement date of the forward purchase. If such benefits exceed the income and gain or loss due to mortgage repayments that would have been realized on the securities sold as part of the mortgage roll, the use of this technique will enhance the investment performance of the Fund compared with what such performance would have been without the use of mortgage rolls. Realizing benefits from the use of mortgage rolls depends upon the ability of Advisors, the Fund’s investment adviser, to predict correctly mortgage prepayments and interest rates.

          The Fund may also engage in duration-neutral relative value trading, a strategy in which the Fund buys and sells government bonds of identical credit quality but different maturity dates in an attempt to take advantage of spread differentials along the yield curve (i.e., differences in yield between short-term and long-term securities). The duration-neutral relative value trading strategy is designed to enhance the Fund’s returns but increases the Fund’s portfolio turnover rate.

          Principal Investment Risks: The Fund is subject to interest rate risk and prepayment/extension risk as well as company risk, income risk, credit risk, call risk, foreign investment risk and index risk. The value of securities held by the Fund changes in response to daily changes in prevailing market interest rates. Although the Fund invests primarily in investment-grade securities, market values for such securities can still vary independent of interest rate changes, depending upon the market evaluation of general credit conditions and liquidity.

          Under the Fund’s mortgage roll investment strategy, there is a risk that Advisors will not correctly predict mortgage prepayments and interest rates, which will diminish the investment performance of the Fund compared with what such performance would have been without the use of the strategy.

          Securities originally rated “investment-grade” are sometimes subsequently downgraded, should Advisors and/or a ratings agency like Moody’s Investors Service, Inc. (“Moody’s”) or Standard & Poor’s (“S&P”) believe the issuer’s business outlook or creditworthiness has deteriorated. The Fund will attempt to sell any security held by the Fund which is downgraded to a below investment-grade rating as promptly as possible, consistent with the best interests of the Fund. Lower-rated bonds can at times be harder to sell than investment-grade bonds, and their prices can be more volatile and more difficult to determine than the prices of higher-quality securities. As with any mutual fund, you can lose money by investing in this Fund.

28Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

          Who May Want to Invest: The Fund may be appropriate for those who want to invest in a general high-quality fixed-income mutual fund.

          Please see “Principal Risks of Investing in the Fixed-Income Funds” above for more information.

          Bond Plus Fund II

          Investment Objective: The Fund seeks a favorable long-term return, primarily through high current income consistent with preserving capital.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in bonds. The Fund is managed to track the duration of the Lehman Brothers U.S. Aggregate Index. Duration is a measurement of the change in the value of a bond portfolio in response to a change in interest rates. As of December 31, 2007, the duration of the index was 4.41 years. By keeping the Fund’s duration close to the Lehman Index’s duration, the Fund’s returns due to changes in interest rates should be similar to the index’s returns due to changes in interest rates.

          The Fund’s portfolio is divided into two segments. The first segment, which makes up at least 75% of the Fund’s assets, is invested primarily in a broad range of the debt securities in the Lehman Index. The majority of this segment is invested in U.S. Treasury and agency securities, corporate bonds, and mortgage-backed and asset-backed securities. The Fund’s holdings are mainly high-quality securities rated in the top four credit categories by Moody’s or S&P, or that Advisors determines are of comparable quality. Individual securities or sectors are then overweighted or underweighted as compared to their weight in the Lehman Index depending on where Advisors finds undervalued or overlooked issues that it believes offer the potential for superior returns compared to the Lehman Index. This segment can include foreign investments, but the Fund does not expect them to exceed 15% of the Fund’s assets. The Fund can also invest in money market instruments.

          The other segment of the Fund is invested in securities with special features, in an effort to improve the Fund’s total return. This segment primarily will be invested in securities not in the benchmark such as inflation-linked securities or in securities that may be illiquid, and non-investment-grade securities (those rated Bal or lower by Moody’s or BB+ or lower by S&P). Currently, the Fund expects this part to comprise less than 5% of its assets, but if market conditions warrant it could grow as large as 25%. However, investments in illiquid securities will never be more than 15% of the Fund’s assets.

          Principal Investment Risks: The Fund is subject to interest rate risk and repayment/extension risk as well as company risk, income risk, credit risk, call risk, foreign investment risk and index risk.

          In addition, non-investment-grade securities, which are usually called “high-yield” or “junk” bonds, offer higher returns but also entail higher risks. Issuers of “junk” bonds are typically in weak financial health, their ability to pay principal and interest is uncertain and they have a higher risk of becoming insolvent. Small changes in the issuer’s creditworthiness can have more impact on the price of lower-rated bonds than would comparable changes for investment-grade bonds.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  29

Lower-rated bonds can also be harder to value and sell and their prices can be more volatile than the prices of higher-quality securities. “Junk” bond markets may also react strongly to adverse news about an issuer or the economy, or the perception or expectation of adverse news.

          Bear in mind that all these risks can also apply to the lower levels of “investment-grade” securities, for example, Moody’s Baa and S&P’s BBB. Also, securities originally rated “investment-grade” are sometimes downgraded later on, should a ratings service believe the issuer’s business outlook or creditworthiness has deteriorated. If that happens to a security in the Bond Plus Fund II, it may or may not be sold, depending on analysis by Advisors of the issuer’s prospects. However, the Fund will not purchase below-investment-grade securities if that would increase their amount in the portfolio above the Fund’s current investment target. The Fund does not rely exclusively on credit ratings when making investment decisions because they may not alone be an accurate measure of the risk of lower-rated bonds. Instead, Advisors also does its own credit analysis, paying particular attention to economic trends and other market events. The Fund’s investments in mortgage-backed securities are subject to prepayment and extension risk.

          The Fund can hold illiquid securities. A risk of investing in illiquid securities is that they may be difficult to sell for their fair market value. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for conservative investors who want to invest in a general bond fund and can accept a slightly higher level of risk than a traditional bond fund.

          Please see “Principal Risks of Investing in the Fixed-Income Funds” above for more information.

          Short-Term Bond Fund II

          Investment Objective: The Fund seeks high current income consistent with preservation of capital.

          Principal Investment Strategies: The Fund invests primarily in a broad range of debt securities comprising the Lehman Brothers Mutual Fund Short (1-5 year) U.S. Government/Credit Index. Under normal circumstances, the Fund invests at least 80% of its net assets in U.S. Treasury and agency securities and corporate bonds with maturities less than 5 years. It can also hold other fixed-income securities. These include foreign corporate bonds, debentures and notes, mortgage-backed securities, asset-backed securities, convertible securities and preferred stocks. The Fund may overweight or underweight individual securities or sectors as compared to their weight in the index when Advisors finds undervalued or overlooked issues that it believes offer the potential for superior returns. The Fund may also invest in securities that are not in the index when Advisors believes they offer the potential for superior returns.

          The Fund generally seeks to maintain an average duration similar to that of its benchmark. Duration is a measurement of the change in the value of a bond

30Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

portfolio in response to a change in interest rates. By keeping the duration of the Fund close to the index’s duration, the Fund’s returns due to changes in interest rates should be similar to the index’s returns due to changes in the interest rates. As of December 31, 2007, the duration of the index was 2.44 years. The Fund has a policy of maintaining a dollar-weighted average maturity of portfolio holdings of no more than three years.

          The Short-Term Bond Fund II also may invest up to 15% of its assets in the securities of foreign issuers. The Fund may invest in mortgage-backed securities including pass-through certificates and collateralized mortgage obligations (CMOs).

          Principal Investment Risks: The Fund is subject to interest rate risk, credit risk and call risk. In addition, mortgage-backed securities in which the Fund may invest are subject to extension risk and prepayment risk. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for more conservative investors who seek high current income consistent with preservation of capital in an effort to minimize volatility of changes in principal value.

          Please see “Principal Risks of Investing in the Fixed-Income Funds” above for more information.

          High-Yield Fund II

          Investment Objective: The Fund seeks high current income and, when consistent with its primary objective, capital appreciation.

          Principal Investment Strategies: The Fund invests primarily in lower-rated, higher-yielding fixed-income securities, such as domestic and foreign corporate bonds, debentures, loan participations and assignments and notes, as well as convertible securities and preferred stocks. Under normal circumstances, the Fund invests at least 80% of its net assets in debt and other fixed-income securities rated lower than investment-grade (and their unrated equivalents) or other high-yielding debt securities. (These are often called “junk” bonds.) Most of these will be securities rated in the BB or B categories by S&P, or the Ba or B categories by Moody’s. The Fund may invest up to 20% of its assets in the following other types of instruments: payment-in-kind or deferred-interest obligations, defaulted securities, asset-backed securities, securities rated lower than B- or its equivalent by at least two rating agencies and securities having limited liquidity.

          The Fund can make foreign investments, but the Fund does not expect them to be over 20% of its assets. The Fund can have up to 15% of its assets in illiquid securities. The Fund can also invest in U.S. Treasury and agency securities or other short-term instruments when other suitable investment opportunities aren’t available, or when Advisors would like to build the Fund’s liquidity.

          Over long periods of time, a broadly diversified portfolio of lower-rated, higher-yielding securities should, net of capital losses, provide a higher net return than a similarly diversified portfolio of higher-rated, lower-yielding securities of similar duration. Advisors attempts to minimize the risks of investing in lower-rated securities by:

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  31

• Doing its own credit analysis (independent of the rating agencies). The Fund will buy securities of issuers with a balance of operational and financial risks that Advisors believes to make it likely that such issuers will be able to meet their financial obligations;

• Constructing a portfolio of securities diversified by industry, geography, maturity, duration and credit quality; and

• Buying or selling particular securities to take advantage of anticipated changes and trends in the economy and financial markets.

          Advisors’ judgment of the value of any particular security is a function of its experience with lower-rated securities, evaluation of general economic and securities market conditions and the financial condition of the security’s issuer. Under some market conditions, the Fund may sacrifice potential yield in order to adopt a defensive posture designed to preserve capital.

          Advisors may from time to time share investment research and ideas about high-yield securities with its affiliate, Teachers Insurance and Annuity Association of America (“TIAA”). While Advisors believes that such sharing of information provides benefits to the Fund and its shareholders, the Fund may at times be prevented from buying or selling certain securities or may need to sell certain securities before it may otherwise do so, in order to comply with the federal securities laws.

          Principal Investment Risks: The Fund is subject to interest rate risk, call risk and credit risk. Investors should expect greater fluctuations in share price, yield, and total return compared to mutual funds holding bonds and other income-bearing securities with higher credit ratings and/or shorter maturities. These fluctuations, whether positive or negative, may be sharp and unanticipated. During the periods when the market for high-yield securities is volatile, it may be difficult for the Fund to buy or sell its securities. An investment in this Fund is much riskier than an investment in bond funds that do not invest primarily in lower-rated debt securities.

          In addition, non-investment-grade securities, which are usually called “high-yield” or “junk” bonds, offer higher returns but also entail higher risks. Issuers of “junk” bonds are typically in weak financial health, their ability to pay principal and interest is uncertain and they have a higher risk of becoming insolvent. Small changes in the issuer’s creditworthiness can have more impact on the price of lower-rated bonds than would comparable changes for investment-grade bonds. Lower-rated bonds can also be harder to value or sell, and their prices can be more volatile than the prices of higher-quality securities. “Junk” bond markets may also react strongly to adverse news about an issuer or the economy, or the perception or expectation of adverse news.

          The Fund can hold illiquid securities. Illiquid securities may be difficult to sell for their fair market value. Current income risk can also be significant for this Fund. As with any mutual fund, you can lose money by investing in this Fund.

32Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

          Who May Want to Invest: The Fund may be appropriate for less conservative investors who seek high current income and capital appreciation, who want to invest in an income fund that invests in high-yield securities and who are willing to accept a significantly higher level of risk than with traditional bond funds. The Fund may also be appropriate for investors who seek additional diversification for their portfolios, since in the past the returns for high-yield bonds have not correlated closely with the returns from other types of assets.

          Please see “Principal Risks of Investing in the Fixed-Income Funds” above for more information.

         Inflation-Linked Bond Fund

          Investment Objective: The Fund seeks a long-term rate of return that outpaces inflation, primarily through investment in inflation-linked bonds.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in fixed-income securities whose returns are designed to track a specified inflation index, the Consumer Price Index for All-Urban Consumers (“CPI-U”), over the life of the security. Typically, the Fund will invest in U.S. Treasury Inflation-Indexed Securities (“TIIS”). The Fund can also invest in (1) other inflation-indexed bonds issued or guaranteed by the U.S. Government or its agencies, by corporations and other U.S. domiciled issuers, as well as foreign governments, and (2) money market instruments or other short-term securities.

          Like conventional bonds, inflation-indexed bonds generally pay interest at fixed intervals and return the principal at maturity. Unlike conventional bonds, an inflation-indexed bond’s principal or interest is adjusted periodically to reflect changes in a specified inflation index. Inflation-indexed bonds are designed to preserve purchasing power over the life of the bond while paying a “real” rate of interest (i.e., a return over and above the inflation rate). These bonds are generally issued at a fixed interest rate that is lower than that of conventional bonds of comparable maturity and quality, but they generally retain their value against inflation over time.

          The principal amount of a TIIS bond is adjusted periodically for inflation using the CPI-U. Interest is paid twice a year. The interest rate is fixed, but the amount of each interest payment varies as the principal is adjusted for inflation. The principal amount of a TIIS instrument may diminish in times of deflation. However, the U.S. Treasury guarantees that the final principal payment at maturity is at least the original principal amount of the bond. The interest and principal components of the bonds may be “stripped” or sold separately. The Fund can buy or sell either component.

          The Fund may also invest in inflation-indexed bonds issued or guaranteed by foreign governments and their agencies, as well as other foreign issuers. These investments are usually designed to track the inflation rate in the issuing country. Under most circumstances, the Fund’s investments in inflation-linked bonds of foreign issuers is generally less than 25% of its total assets.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  33

          The Fund is managed to maintain a duration that is similar to its benchmark index, the Lehman Brothers U.S. Treasury Inflation-Protected Securities Index. Duration is the approximate percentage change in the price of a bond in response to a change in prevailing interest rates. As of December 31, 2007, the duration of the Lehman Brothers U.S. Treasury Inflation-Protected Securities Index was 6.57 years. By keeping the duration of the Fund close to that of the index, the returns due to changes in interest rates should be similar between the Fund and the index. Typically, the Fund invests in corporate and foreign inflation-indexed bonds that are similar in duration and maturity as those of U.S. Government inflation-indexed bonds.

          The Fund also may invest in any of the fixed-income securities in which the Bond Fund invests, provided that no more than 5% of its total assets are invested in fixed-income securities rated below investment-grade.

          Principal Investment Risks: The Fund is subject to interest rate risk. As a result, its total return may not actually track the selected inflation index every year. Market values of inflation-indexed bonds can be affected by changes in the market’s inflation expectations or changes in real rates of interest. Also, the CPI-U may not accurately reflect the true rate of inflation. If the market perceives that the index used by TIIS does not accurately reflect inflation, the market value of those bonds could be adversely affected. In addition, the Fund may be subject to certain tax risks that are described below in “Taxes.” As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who are especially concerned about protecting their investments from the adverse effects of inflation, seek a modest “real” rate of return (i.e., greater than the inflation rate) and want to balance their holdings in stocks, conventional fixed-income securities, and other investments with an investment in a “value preservation” option.

          Please see “Principal Risks of Investing in the Fixed-Income Funds” above for more information.

Money Market Fund

          This Prospectus includes one Fund that invests primarily in high-quality, short-term money market instruments: the Money Market Fund.

     Money Market Fund

          Investment Objective: The Fund seeks high current income consistent with maintaining liquidity and preserving capital.

          Principal Investment Strategies: The Fund invests primarily in high-quality, short-term money market instruments. Generally, the Fund seeks to maintain a share value of $1.00 per share.

          The Fund invests in:

(1)            Commercial paper (short-term “IOUs” issued by corporations and others) or variable-rate, floating-rate or variable-amount securities of domestic or foreign companies;

34Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

(2)	Obligations of commercial banks, savings banks, savings and loan associations, and foreign banks whose latest annual financial statements show more than $1 billion in assets. These include certificates of deposit, time deposits, bankers’ acceptances and other short-term debt;
(3)	Securities issued by, or whose principal and interest are guaranteed by, the U.S. Government or one of its agencies or instrumentalities;
(4)	Other debt obligations with a remaining maturity of 397 days or less issued by domestic or foreign companies;
(5)	Repurchase agreements involving securities issued or guaranteed by the U.S. Government or one of its agencies or instrumentalities, or involving certificates of deposit, commercial paper or bankers’ acceptances;
(6)	Participation interests in loans banks have made to the issuers of (1) and (4) above (these may be considered illiquid);
(7)	Asset-backed securities issued by domestic corporations or trusts;
(8)	Obligations issued or guaranteed by foreign governments or their political subdivisions, agencies or instrumentalities; and/or
(9)	Obligations of international organizations (and related government agencies) designated or supported by U.S. or foreign government agencies to promote economic development or international banking.

          The Money Market Fund limits its investments to securities that present minimal credit risk and are rated in the highest rating categories for short-term instruments. The Fund will only purchase money market instruments that at the time of purchase are “First Tier Securities,” that is, instruments rated within the highest category by at least two nationally recognized statistical rating organizations (“NRSROs”), or rated within the highest category by one NRSRO if it is the only NRSRO to have issued a rating for the security, or unrated securities of comparable quality. The Fund can also invest up to 30% of its assets in money market and debt instruments of foreign issuers denominated in U.S. dollars.

          The above list of investments is not exclusive and the Fund may make other investments consistent with its investment objective and policies.

          The benchmark index for the Fund is the iMoneyNet Money Fund Report Average^TM—All Taxable.

          Principal Investment Risks: The principal risk of investing in the Money Market Fund is current income risk—that is, the income the Fund receives may fall as a result of a decline in interest rates. To a lesser extent, the Fund is also subject to market risk, company risk, income volatility, interest rate risk, prepayment risk and extension risk. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. An investment in the Money Market Fund, like the other Funds, is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. As with any mutual fund, you can lose money by investing in this Fund.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  35

          Who May Want to Invest: The Fund may be appropriate for conservative investors who are looking for a high degree of principal stability and liquidity, and are willing to accept returns that may be lower than those offered by longer-term fixed-income investments.

          Please see “Principal Risks of Investing in the Fixed-Income Funds” above for more information.

PAST PERFORMANCE

          The bar charts and performance tables help illustrate some of the risks of investing in the Retirement Class shares of the Funds, and how investment performance varies. The bar charts show the performance of the Retirement Class of each Fund, before taxes, in each full calendar year since inception (i.e., the annual total returns). Below each chart, the best and worst returns for a calendar quarter since inception of the Retirement Class of the Fund are noted.

          The performance table following the charts shows each Fund’s Retirement Class average annual total returns (before and after taxes) over the one-year, five-year (where applicable) and since inception periods ended December 31, 2007, and how those returns compare to those of broad-based securities market indices.

          The performance returns included in the bar charts and performance table for the periods shown below reflect previous agreements by Advisors to reimburse the Funds for some of their “other expenses” and to waive some of the Funds’ management fees. Without these waivers and reimbursements, the Retirement Class returns of certain Funds would have been lower. How the Retirement Class of the Funds has performed in the past is not necessarily an indication of how it will perform in the future.

          The benchmarks and indices listed below are unmanaged, and you cannot invest directly in an index. The use of a particular benchmark or comparative index is not a fundamental policy and can be changed without shareholder approval. The Funds will notify you if such a change is made.

36Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

ANNUAL TOTAL RETURNS FOR THE RETIREMENT CLASS (%)

Growth & Income Fund

Best quarter: 14.25% for the quarter ended June 30, 2003. Worst quarter: –3.74%, for the quarter ended March 31, 2003.

International Equity Fund

Best quarter: 17.98% for the quarter ended December 31, 2003. Worst quarter: –7.40%, for the quarter ended March 31, 2003.

Large-Cap Growth Fund

Best quarter: 8.79% for the quarter ended September 30, 2007. Worst quarter: 1.68%, for the quarter ended March 31, 2007.

Large-Cap Value Fund

Best quarter: 18.37% for the quarter ended June 30, 2003. Worst quarter: –5.94%, for the quarter ended December 31, 2007.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  37

ANNUAL TOTAL RETURNS FOR THE RETIREMENT CLASS (%) (continued)

Mid-Cap Growth Fund

Best quarter: 18.34% for the quarter ended June 30, 2003. Worst quarter: –7.48%, for the quarter ended June 30, 2006.

Mid-Cap Value Fund

Best quarter: 18.72% for the quarter ended June 30, 2003. Worst quarter: –4.20%, for the quarter ended December 31, 2007.

Small-Cap Equity Fund

Best quarter: 23.38% for the quarter ended June 30, 2003. Worst quarter: –6.91%, for the quarter ended September 30, 2007.

Large-Cap Growth Index Fund

Best quarter: 14.08% for the quarter ended June 30, 2003. Worst quarter: –5.38%, for the quarter ended September 30, 2004.

38Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

ANNUAL TOTAL RETURNS FOR THE RETIREMENT CLASS (%) (continued)

Large-Cap Value Index Fund

Best quarter: 16.98% for the quarter ended June 30, 2003. Worst quarter: –5.85%, for the quarter ended December 31, 2007.

Equity Index Fund

Best quarter: 5.63% for the quarter ended June 30, 2007. Worst quarter: –3.49%, for the quarter ended December 31, 2007.

S&P 500 Index Fund

Best quarter: 15.11% for the quarter ended June 30, 2003. Worst quarter: –3.38%, for the quarter ended December 31, 2007.

Mid-Cap Growth Index Fund

Best quarter: 18.57% for the quarter ended June 30, 2003. Worst quarter: –4.78%, for the quarter ended June 30, 2006.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  39

ANNUAL TOTAL RETURNS FOR THE RETIREMENT CLASS (%) (continued)

Mid-Cap Value Index Fund

Best quarter: 17.74% for the quarter ended June 30, 2003. Worst quarter: –6.04%, for the quarter ended December 31, 2007.

Mid-Cap Blend Index Fund

Best quarter: 18.01% for the quarter ended June 30, 2003. Worst quarter: –3.65%, for the quarter ended December 31, 2007.

Small-Cap Growth Index Fund

Best quarter: 23.96% for the quarter ended June 30, 2003. Worst quarter: –7.35%, for the quarter ended June 30, 2006.

Small-Cap Value Index Fund

Best quarter: 22.55% for the quarter ended June 30, 2003. Worst quarter: –7.23%, for the quarter ended December 31, 2007.

40Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

ANNUAL TOTAL RETURNS FOR THE RETIREMENT CLASS (%) (continued)

Small-Cap Blend Index Fund

Best quarter: 23.24% for the quarter ended June 30, 2003. Worst quarter: –5.47%, for the quarter ended March 31, 2005.

International Equity Index Fund

Best quarter: 19.20% for the quarter ended June 30, 2003. Worst quarter: –8.20%, for the quarter ended March 31, 2003.

Social Choice Equity Fund

Best quarter: 15.92% for the quarter ended June 30, 2003. Worst quarter: –3.14%, for the quarter ended March 31, 2005.

Real Estate Securities Fund

Best quarter: 17.19% for the quarter ended December 31, 2004. Worst quarter: –12.07%, for the quarter ended December 31, 2007.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  41

ANNUAL TOTAL RETURNS FOR THE RETIREMENT CLASS (%) (continued)

Managed Allocation Fund II

Best quarter: 3.69% for the quarter ended June 30, 2007. Worst quarter: –0.12%, for the quarter ended December 31, 2007.

Bond Fund

Best quarter: 2.65% for the quarter ended December 31, 2007. Worst quarter: –0.64%, for the quarter ended June 30, 2007.

Bond Plus Fund II

Best quarter: 2.18% for the quarter ended September 30, 2007. Worst quarter: –0.67%, for the quarter ended June 30, 2007.

Short-Term Bond Fund II

Best quarter: 1.97% for the quarter ended September 30, 2007. Worst quarter: 0.15%, for the quarter ended June 30, 2007.

42Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

ANNUAL TOTAL RETURNS FOR THE RETIREMENT CLASS (%) (concluded)

High-Yield Fund II

Best quarter: 2.88% for the quarter ended March 31, 2007. Worst quarter: –0.45%, for the quarter ended December 31, 2007.

Inflation-Linked Bond Fund

Best quarter: 4.83% for the quarter ended December 31, 2007. Worst quarter: –0.90%, for the quarter ended June 30, 2007.

Money Market Fund

Best quarter: 1.27% for the quarter ended September 30, 2007. Worst quarter: 1.19%, for the quarter ended December 31, 2007.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  43

AVERAGE ANNUAL TOTAL RETURNS FOR RETIREMENT CLASS SHARES


(Before and After Taxes)

	One Year (January 1, 2007 to December 31, 2007)	Five Years (January 1, 2003 to December 31, 2007)	Since Inception to December 31, 2007
Growth & Income Fund
Inception Date: October 1, 2002
Return Before Taxes	18.63%	15.15%	3.35%	1, 2
Return After Taxes on Distributions	17.97%	13.99%	2.51%	1, 2
Return After Taxes on Distributions and Sale of Fund Shares	12.93%	12.85%	2.50%	1, 2
S&P 500® Index	5.49%	12.82%	2.38%
International Equity Fund
Inception Date: October 1, 2002
Return Before Taxes	18.95%	23.28%	9.69%	1, 2
Return After Taxes on Distributions	16.67%	21.15%	8.32%	1, 2
Return After Taxes on Distributions and Sale of Fund Shares	15.09%	19.83%	7.92%	1, 2
MSCI EAFE® Index	11.17%	21.58%	7.45%
Large-Cap Growth Fund
Inception Date: March 31, 2006
Return Before Taxes	21.37%	—	12.87%
Return After Taxes on Distributions	20.33%	—	12.27%
Return After Taxes on Distributions and Sale of Fund Shares	15.20%	—	10.98%
Russell 1000® Growth Index	11.81%	—	10.06%
Large-Cap Value Fund
Inception Date: October 1, 2002
Return Before Taxes	–0.23%	15.31%	15.70%	2
Return After Taxes on Distributions	–1.58%	13.70%	14.11%	2
Return After Taxes on Distributions and Sale of Fund Shares	0.96%	12.79%	13.16%	2
Russell 1000® Value Index	–0.17%	14.62%	15.01%
Mid-Cap Growth Fund
Inception Date: October 1, 2002
Return Before Taxes	17.10%	18.50%	19.06%	2
Return After Taxes on Distributions	15.72%	17.53%	18.13%	2
Return After Taxes on Distributions and Sale of Fund Shares	12.58%	16.07%	16.63%	2
Russell Midcap® Growth Index	11.43%	17.89%	18.43%

44Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

AVERAGE ANNUAL TOTAL RETURNS FOR RETIREMENT CLASS SHARES
(Before and After Taxes) (continued)

	One Year (January 1, 2007 to December 31, 2007)	Five Years (January 1, 2003 to December 31, 2007)		Since Inception to December 31, 2007
Mid-Cap Value Fund
Inception Date: October 1, 2002
Return Before Taxes	6.02%	20.30%		20.64%	2
Return After Taxes on Distributions	4.57%	18.58%		18.94%	2
Return After Taxes on Distributions and Sale of Fund Shares	4.91%	17.22%		17.56%	2
Russell Midcap® Value Index	–1.42%	17.91%		17.94%
Small-Cap Equity Fund
Inception Date: October 1, 2002
Return Before Taxes	–6.37%	14.93%		15.21%	2
Return After Taxes on Distributions	–7.86%	12.81%		13.15%	2
Return After Taxes on Distributions and Sale of Fund Shares	–3.28%	12.21%		12.50%	2
Russell 2000® Index	–1.57%	16.24%		16.38%
Large-Cap Growth Index Fund
Inception Date: October 1, 2002
Return Before Taxes	11.43%	11.58%		11.65%	2
Return After Taxes on Distributions	11.07%	10.57%		10.66%	2
Return After Taxes on Distributions and Sale of Fund Shares	7.61%	9.72%		9.80%	2
Russell 1000® Growth Index	11.81%	12.10%		12.15%
Large-Cap Value Index Fund
Inception Date: October 1, 2002
Return Before Taxes	–0.36%	14.14%		14.53%	2
Return After Taxes on Distributions	–1.35%	13.09%		13.47%	2
Return After Taxes on Distributions and Sale of Fund Shares	0.67%	12.11%		12.46%	2
Russell 1000® Value Index	–0.17%	14.62%		15.01%
Equity Index Fund
Inception Date: March 31, 2006
Return Before Taxes	4.81%	13.43%	1	3.08%	1, 2
Return After Taxes on Distributions	4.24%	12.65%	1	2.47%	1, 2
Return After Taxes on Distributions and Sale of Fund Shares	3.72%	11.57%	1	2.41%	1, 2
Russell 3000® Index	5.14%	13.62%		3.26%
S&P 500 Index Fund
Inception Date: October 1, 2002
Return Before Taxes	5.17%	12.33%		12.59%	2
Return After Taxes on Distributions	4.74%	12.02%		12.25%	2
Return After Taxes on Distributions and Sale of Fund Shares	3.80%	10.76%		10.98%	2
S&P 500® Index	5.49%	12.82%		13.07%

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  45

AVERAGE ANNUAL TOTAL RETURNS FOR RETIREMENT CLASS SHARES
(Before and After Taxes) (continued)

	One Year (January 1, 2007 to December 31, 2007)	Five Years (January 1, 2003 to December 31, 2007)	Since Inception to December 31, 2007
Mid-Cap Growth Index Fund
Inception Date: October 1, 2002
Return Before Taxes	10.86%	17.32%	17.87%	2
Return After Taxes on Distributions	9.48%	15.31%	15.94%	2
Return After Taxes on Distributions and Sale of Fund Shares	8.13%	14.44%	15.01%	2
Russell Midcap® Growth Index	11.43%	17.89%	18.43%
Mid-Cap Value Index Fund
Inception Date: October 1, 2002
Return Before Taxes	–1.63%	17.45%	17.47%	2
Return After Taxes on Distributions	–3.48%	15.72%	15.76%	2
Return After Taxes on Distributions and Sale of Fund Shares	–0.07%	14.81%	14.84%	2
Russell Midcap® Value Index	–1.42%	17.91%	17.94%
Mid-Cap Blend Index Fund
Inception Date: October 1, 2002
Return Before Taxes	5.26%	17.68%	17.89%	2
Return After Taxes on Distributions	4.20%	16.53%	16.76%	2
Return After Taxes on Distributions and Sale of Fund Shares	4.17%	15.22%	15.44%	2
Russell Midcap® Index	5.60%	18.20%	18.43%
Small-Cap Growth Index Fund
Inception Date: October 1, 2002
Return Before Taxes	6.72%	17.33%	17.72%	2
Return After Taxes on Distributions	5.64%	15.71%	16.15%	2
Return After Taxes on Distributions and Sale of Fund Shares	5.25%	14.73%	15.13%	2
Russell 2000® Growth Index	7.05%	16.49%	16.95%
Small-Cap Value Index Fund
Inception Date: October 1, 2002
Return Before Taxes	–9.74%	15.46%	15.32%	2
Return After Taxes on Distributions	–11.58%	12.96%	12.88%	2
Return After Taxes on Distributions and Sale of Fund Shares	–5.37%	12.67%	12.57%	2
Russell 2000® Value Index	–9.78%	15.79%	15.65%

46  Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

AVERAGE ANNUAL TOTAL RETURNS FOR RETIREMENT CLASS SHARES
(Before and After Taxes) (continued)

	One Year (January 1, 2007 to December 31, 2007)	Five Years (January 1, 2003 to December 31, 2007)	Since Inception to December 31, 2007
Small-Cap Blend Index Fund
Inception Date: October 1, 2002
Return Before Taxes	–1.64%	15.81%	15.96%	2
Return After Taxes on Distributions	–2.83%	14.21%	14.40%	2
Return After Taxes on Distributions and Sale of Fund Shares	–0.37%	13.40%	13.56%	2
Russell 2000® Index	–1.57%	16.24%	16.38%
International Equity Index Fund
Inception Date: October 1, 2002
Return Before Taxes	10.93%	21.08%	21.22%	2
Return After Taxes on Distributions	10.33%	20.63%	20.77%	2
Return After Taxes on Distributions and Sale of Fund Shares	7.70%	18.63%	18.79%	2
MSCI EAFE® Index	11.17%	21.58%	21.86%
Social Choice Equity Fund
Inception Date: October 1, 2002
Return Before Taxes	3.79%	12.81%	2.71%	1, 2
Return After Taxes on Distributions	3.42%	12.37%	2.25%	1, 2
Return After Taxes on Distributions and Sale of Fund Shares	2.84%	11.02%	2.07%	1, 2
Russell 3000® Index	5.14%	13.62%	3.26%
Real Estate Securities Fund
Inception Date: October 1, 2002
Return Before Taxes	–16.74%	17.56%	17.08%	2
Return After Taxes on Distributions	–19.55%	13.28%	12.93%	2
Return After Taxes on Distributions and Sale of Fund Shares	–8.84%	13.20%	12.84%	2
Dow Jones Wilshire Real Estate Securities Index3	–17.85%	18.65%	17.98%
Managed Allocation Fund II
Inception Date: March 31, 2006
Return Before Taxes	8.49%	—	9.16%
Return After Taxes on Distributions	6.99%	—	7.73%
Return After Taxes on Distributions and Sale of Fund Shares	5.63%	—	7.04%
Russell 3000® Index	5.14%	—	8.58%
Managed Allocation Fund II Composite Index (48% Russell 3000®, 40% Lehman Brothers U.S. Aggregate and 12% MSCI EAFE)	7.04%	—	9.04%

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  47

AVERAGE ANNUAL TOTAL RETURNS FOR RETIREMENT CLASS SHARES
(Before and After Taxes) (continued)

	One Year (January 1, 2007 to December 31, 2007)	Five Years (January 1, 2003 to December 31, 2007)		Since Inception to December 31, 2007
Bond Fund
Inception Date: March 31, 2006
Return Before Taxes	6.02%	4.18%	1	6.07%	1, 2
Return After Taxes on Distributions	4.34%	2.34%	1	3.84%	1, 2
Return After Taxes on Distributions and Sale of Fund Shares	3.87%	2.49%	1	3.84%	1, 2
Lehman Brothers U.S. Aggregate Index	6.97%	4.42%		6.21%
Bond Plus Fund II
Inception Date: March 31, 2006
Return Before Taxes	4.78%	—		5.43%
Return After Taxes on Distributions	2.98%	—		3.66%
Return After Taxes on Distributions and Sale of Fund Shares	3.07%	—		3.59%
Lehman Brothers U.S. Aggregate Index	6.97%	—		6.86%
Short-Term Bond Fund II
Inception Date: March 31, 2006
Return Before Taxes	5.06%	—		5.06%
Return After Taxes on Distributions	3.41%	—		3.43%
Return After Taxes on Distributions and Sale of Fund Shares	3.26%	—		3.35%
Lehman Brothers Mutual Fund Short (1–5 year) U.S. Government/Credit Index	7.27%	—		6.48%
High-Yield Bond Fund II
Inception Date: March 31, 2006
Return Before Taxes	3.54%	—		5.48%
Return After Taxes on Distributions	0.99%	—		2.94%
Return After Taxes on Distributions and Sale of Fund Shares	2.31%	—		3.22%
Merrill Lynch BB/B Cash Pay Issuer Constrained Index	3.18%	—		5.78%

48Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

AVERAGE ANNUAL TOTAL RETURNS FOR RETIREMENT CLASS SHARES
(Before and After Taxes) (concluded)

	One Year (January 1, 2007 to December 31, 2007)	Five Years (January 1, 2003 to December 31, 2007)		Since Inception to December 31, 2007
Inflation-Linked Bond Fund
Inception Date: March 31, 2006
Return Before Taxes	10.96%	5.94%	1	5.89%	1, 2
Return After Taxes on Distributions	9.31%	4.37%	1	4.35%	1, 2
Return After Taxes on Distributions and Sale of Fund Shares	7.05%	4.20%	1	4.18%	1, 2
Lehman Brothers U.S. Treasury Inflation-Protected Securities Index	11.64%	6.27%		6.17%
Money Market Fund
Inception Date: March 31, 2006
Return Before Taxes	5.04%	3.10%	1	3.57%	1, 2
iMoneyNet Money Fund Report AverageTM—All Taxable	4.69%	2.65%		3.11%

Current performance of the Funds’ Retirement Class shares may be higher or lower than that shown above. For current performance information of the Retirement Class, including performance to the most recent month-end, please visit www.tiaa-cref.org, or call 800 842-2776.
1	The performance shown for the Retirement Class that is prior to its inception date is based on the performance of the Fund’s Institutional Class, which commenced on July 1, 1999 (with respect to the Growth & Income, International Equity, Equity Index, Social Choice Equity, Bond and Money Market Funds) or October 1, 2002 (with respect to the Inflation-Linked Bond Fund). The performance for these periods has not been restated to reflect the higher expenses of the Retirement Class. If those higher expenses had been reflected, the performance would have been lower.
2	The performance shown is computed from the inception date (the date on which the class became publicly available) of the Retirement Class or Institutional Class (as applicable). Previously, performance for these classes of the Fund was computed from the net asset value per share on the day prior to the inception date.
3	For periods prior to July 1, 2007, the performance shown reflects the full market capitalization weighted version of the index, which was terminated by Dow Jones Wilshire on June 30, 2007. As of July 1, 2007, performance reflects the float-adjusted market capitalization version of the index, which is based on the shares of stock that are unrestricted and available for trading.

          After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect during the periods shown, and do not reflect the impact of state and local taxes.

          Actual after-tax returns depend on the investor’s tax situation and may differ from those shown.

          The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(a), 401(k) or 403(b) plans or Individual Retirement Accounts (“IRAs”).

          Each benchmark index to which each Fund is compared is described below in more detail in “More About Benchmarks and Other Indices.” The benchmark indices reflect no deductions for fees, expenses or taxes.

          For the Money Market Fund’s most current 7-day yield, please call us at 800 842-2888.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  49

FEES AND EXPENSES

         Fees and Expenses for the Retirement Class Shares

          The following tables describe the fees and expenses that you pay if you buy and hold Retirement Class shares of the Funds:

SHAREHOLDER FEES (deducted directly from gross amount of transaction)

	Retirement Class
Maximum Sales Charge Imposed on Purchases (percentage of offering price)		0	%
Maximum Deferred Sales Charge		0	%
Maximum Sales Charge Imposed on Reinvested Dividends and Other Distributions		0	%
Redemption or Exchange Fee1		2.00	%
Maximum Account Fee		0	%

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

RETIREMENT CLASS	Management Fees	Other Expenses	Acquired Fund Fees and Expenses2	Total Annual Fund Operating Expenses	Waivers and Expense Reimbursements3		Net Annual Fund Operating Expenses
Growth & Income Fund	0.45%	0.36%	0.00%	0.81%	0.04%	4	0.77%
International Equity Fund1	0.50%	0.34%	0.00%	0.84%	0.00%		0.84%
Large Cap Growth Fund	0.45%	0.49%	0.00%	0.94%	0.17%	4	0.77%
Large-Cap Value Fund	0.45%	0.30%	0.00%	0.75%	0.00%		0.75%
Mid-Cap Growth Fund	0.48%	0.36%	0.00%	0.84%	0.04%		0.80%
Mid-Cap Value Fund	0.48%	0.30%	0.00%	0.78%	0.00%		0.78%
Small-Cap Equity Fund1	0.48%	0.33%	0.00%	0.81%	0.01%		0.80%
Large-Cap Growth Index Fund	0.04%	0.34%	0.00%	0.38%	0.04%		0.34%
Large-Cap Value Index Fund	0.04%	0.28%	0.00%	0.32%	0.00%		0.32%
Equity Index Fund	0.04%	0.32%	0.00%	0.36%	0.02%		0.34%
S&P 500 Index Fund	0.04%	0.28%	0.00%	0.32%	0.00%		0.32%
Mid-Cap Growth Index Fund	0.04%	0.71%	0.00%	0.75%	0.41%		0.34%
Mid-Cap Value Index Fund	0.04%	0.42%	0.00%	0.46%	0.12%		0.34%
Mid-Cap Blend Index Fund	0.04%	0.44%	0.00%	0.48%	0.14%		0.34%
Small-Cap Growth Index Fund1	0.04%	0.53%	0.00%	0.57%	0.23%		0.34%
Small-Cap Value Index Fund1	0.04%	0.48%	0.00%	0.52%	0.18%		0.34%
Small-Cap Blend Index Fund1	0.04%	0.44%	0.00%	0.48%	0.14%		0.34%
International Equity Index Fund1	0.04%	0.38%	0.00%	0.42%	0.02%		0.40%
Social Choice Equity Fund	0.15%	0.33%	0.00%	0.48%	0.01%		0.47%
Real Estate Securities Fund	0.50%	0.33%	0.00%	0.83%	0.01%		0.82%
Managed Allocation Fund II	0.00%	0.37%	0.43%	0.80%	0.12%		0.68%	5
Bond Fund	0.30%	0.29%	0.00%	0.59%	0.00%		0.59%
Bond Plus Fund II	0.30%	0.42%	0.00%	0.72%	0.12%		0.60%
Short-Term Bond Fund II	0.25%	0.42%	0.00%	0.67%	0.12%		0.55%
High-Yield Fund II1	0.35%	0.38%	0.00%	0.73%	0.08%		0.65%
Inflation-Linked Bond Fund	0.30%	0.31%	0.00%	0.61%	0.01%		0.60%
Money Market Fund	0.10%	0.29%	0.00%	0.39%	0.00%		0.39%

50Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

1	This fee (the “Redemption Fee”) applies and is payable to the indicated Funds on shares of those Funds that are redeemed or exchanged within 60 calendar days of the initial purchase date. The Redemption Fee is based on the total aggregate dollar amount of the redemption or exchange. The Redemption Fee may be waived in certain circumstances. See “Other Investor Information-Redemption or Exchange Fee” for more information.
2	“Acquired Funds Fees and Expenses” are the Funds’ proportionate amount of the expenses of any investment companies or pools in which they invest. These expenses are not paid directly by Fund shareholders. Instead, Fund shareholders bear these expenses indirectly because they reduce Fund performance. Because “Acquired Fund Fees and Expenses” are included in the chart above, the Funds’ operating expenses here will not correlate with the expenses included in the Financial Highlights in this Prospectus and the Funds’ 2007 annual report.
3	Effective February 1, 2008, Advisors and the Board of Trustees agreed to amend the Funds’ expense reimbursement arrangements. Under these arrangements, Advisors has contractually agreed to reimburse the Funds for such Total Annual Fund Operating Expenses (excluding Acquired Fund Fees and Expenses) that exceed the following annual rates of average daily net assets: 0.25% for Managed Allocation Fund II; 0.34% for Large-Cap Growth Index Fund, Large-Cap Value Index Fund; Equity Index Fund, S&P 500 Index Fund, Mid-Cap Growth Index Fund, Mid-Cap Value Index Fund, Mid-Cap Blend Index Fund, Small-Cap Growth Index Fund, Small-Cap Value Index Fund and Small-Cap Blend Index Fund; 0.40% for International Equity Index Fund and Money Market Fund; 0.47% for Social Choice Equity Fund; 0.55% for Short-Term Bond Fund II; 0.60% for Bond Fund, Bond Plus Fund II and Inflation-Linked Bond Fund; 0.65% for High-Yield Fund II; 0.77% for the Growth & Income Fund, Large-Cap Growth Fund and Large-Cap Value Fund; 0.80% for Mid-Cap Growth Fund, Mid-Cap Value Fund and Small-Cap Equity Fund; 0.82% for Real Estate Securities Fund; and 0.85% for International Equity Fund. These expense reimbursement arrangements will continue through at least April 30, 2010 (for the Index Funds only) and January 31, 2009 for the other Funds and can only be changed with the approval of the Board of Trustees. Because these arrangements are new, the chart above reflects the anticipated effect of the new arrangements and not the Funds’ historical expenses.
4	Advisors has contractually agreed to waive the portion of its Management Fee for the Growth & Income Fund and Large-Cap Growth Fund that exceeds 0.08% of average daily net assets through April 30, 2008. At that time, these Funds will be charged their full contractual management fee rate, as shown in the chart above.
5	Advisors does not receive a management fee for its services to the Managed Allocation Fund II and has contracted to reimburse the Fund for all its direct expenses through January 31, 2009 (except for the 0.25% service fee that pays for expenses related to offering Retirement Class shares on a retirement or other distribution platform). However, shareholders in the Managed Allocation Fund II will indirectly bear their pro rata share of the fees and expenses incurred by the underlying funds in which the Managed Allocation Fund II invests. The Fund’s “Acquired Fund Fees and Expenses” in the table are based on the Fund’s historical allocations as of September 30, 2007. Because of changes to the underlying funds’ expense reimbursement arrangements that take effect on February 1, 2008, the Fund’s “Acquired Fund Fees and Expenses” in the table are based on these new arrangements and not based on the underlying funds’ historical expenses.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  51

         Example

          The following example is intended to help you compare the cost of investing in Retirement Class shares of the Funds with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in a Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. It is based on the net annual operating expenses described in the fee table. The table below assumes that there is no expense reimbursement agreement in place after April 30, 2010 for the Index Funds, no expense reimbursement agreement or management fee waiver for the other Funds in place after January 31, 2009 and no management fee waiver after April 30, 2008 for the Growth & Income Fund and Large-Cap Growth Fund. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

52Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

RETIREMENT CLASS	1 Year		3 Years		5 Years		10 Years
Growth & Income Fund	$	79	$	255	$	446	$	998
International Equity Fund	$	86	$	268	$	466	$	1,037
Large-Cap Growth Fund	$	79	$	283	$	504	$	1,139
Large-Cap Value Fund	$	77	$	240	$	417	$	930
Mid-Cap Growth Fund	$	82	$	264	$	462	$	1,033
Mid-Cap Value Fund	$	80	$	249	$	433	$	966
Small-Cap Equity Fund	$	82	$	258	$	449	$	1,001
Large-Cap Growth Index Fund	$	35	$	114	$	205	$	472
Large-Cap Value Index Fund	$	33	$	103	$	180	$	406
Equity Index Fund	$	35	$	112	$	198	$	452
S&P 500 Index Fund	$	33	$	103	$	180	$	406
Mid-Cap Growth Index Fund	$	35	$	155	$	334	$	851
Mid-Cap Value Index Fund	$	35	$	123	$	233	$	555
Mid-Cap Blend Index Fund	$	35	$	125	$	240	$	576
Small-Cap Growth Index Fund	$	35	$	135	$	271	$	668
Small-Cap Value Index Fund	$	35	$	129	$	254	$	617
Small-Cap Blend Index Fund	$	35	$	125	$	240	$	576
International Equity Index Fund	$	41	$	131	$	231	$	526
Social Choice Equity Fund	$	48	$	153	$	268	$	603
Real Estate Securities Fund	$	84	$	264	$	460	$	1,024
Managed Allocation Fund II	$	82	$	230	$	391	$	858
Bond Fund	$	60	$	189	$	329	$	738
Bond Plus Fund II	$	56	$	213	$	384	$	879
Short-Term Bond Fund II	$	56	$	202	$	361	$	823
High-Yield Fund II	$	66	$	225	$	398	$	899
Inflation-Linked Bond Fund	$	61	$	194	$	339	$	761
Money Market Fund	$	40	$	125	$	219	$	493

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  53

ADDITIONAL INFORMATION ABOUT INVESTMENT
OBJECTIVES, STRATEGIES AND RISKS

         Investment Management Styles

          Growth Investing. This is a portfolio management style that seeks securities of issuers with above-average recent earnings growth rates and a reasonable likelihood of maintaining such rates in the foreseeable future. Typically, such securities are those of issuers with favorable long-term growth prospects. Such issuers often are companies with a strong competitive position within their industry or a competitive position within a very strong industry. Generally, growth investing entails analyzing the quality of an issuer’s earnings (i.e., the degree to which earnings are derived from sustainable, cash-based sources), and analyzing issuers as if one would be buying the company or its business, not simply trading its securities. Growth investing may also involve fundamental research about and qualitative analysis of particular companies in order to identify and take advantage of potential short-term earnings increases that are not reflected in the current price of the company’s securities.

          Value Investing. This is a portfolio management style that typically seeks securities that:

• Exhibit low relative financial ratios (such as stock price-to-book value, stock price-to-earnings and stock price-to-cash flow);

• Can be acquired for less than what one believes is the issuer’s potential value; and

• Appear attractive using discounted cash flow models.

          Value oriented investments may include securities of companies in cyclical industries during periods when such securities appear to have strong potential for capital appreciation, or securities of “special situation” companies. A special situation company is one that Advisors believes to have potential for significant future earnings growth, but has not performed well in the recent past. Such companies may include ones undergoing management changes, corporate or asset restructuring, or ones having significantly undervalued assets. Identifying special situation companies and establishing an issuer’s potential value involves fundamental research and analysis of such companies and issuers.

MORE ABOUT BENCHMARKS AND OTHER INDICES

          The benchmarks and indices described below are unmanaged, and you cannot invest directly in the index.

          Russell 1000^® Growth Index

          This is the benchmark index for the Large-Cap Growth Fund and the Large-Cap Growth Index Fund. The Russell 1000^® Growth Index is a subset of the Russell 1000^® Index, which represents the top 1,000 U.S. equity securities in market capitalization. The Russell 1000^® Growth Index represents those Russell

54Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

1000^® Index securities with higher relative forecasted growth rates and price/book ratios. The Russell 1000^® Growth Index has higher weightings in those sectors of the market with typically higher relative valuations and higher growth rates, including sectors such as technology, health care and telecommunications. As of December 31, 2007, the market capitalization of companies in the Russell 1000^® Growth Index ranged from $0.6 billion to $527.8 billion, with a mean market capitalization of $79.7 billion and a median market capitalization of $5.9 billion. The Russell Investment Group determines the composition of the index based on a combination of factors including market capitalization, price/book ratio and long-term growth rate, and can change its composition at any time.

          S&P 500^® Index

          This is the benchmark index for the Growth & Income Fund and the S&P 500 Index Fund. The S&P 500^® Index is a market capitalization-weighted index of the 500 leading companies in leading industries of the U.S. economy. It is widely recognized as a guide to the overall health of the U.S. stock market. The index covers industrial, utility, technology and financial companies of the U.S. markets. The index focuses on the Large-Cap segment of the market, with 75% coverage (by market capitalization) of U.S. equities. Standard & Poor’s determines the composition of the index based on a combination of factors including market capitalization, liquidity and industry group representation, and can change its composition at any time.

          MSCI EAFE^® Index

          This is the benchmark index for the International Equity Fund and the International Equity Index Fund. The MSCI EAFE^® Index tracks the performance of the leading stocks in 21 MSCI developed countries outside of North America—in Europe, Australasia and the Far East. The MSCI EAFE^® Index constructs indices country by country, then assembles the country indices into regional indices. To construct an MSCI country index, the MSCI EAFE^® Index analyzes each stock in that country’s market based on its price, trading volume and significant owners. The stocks are sorted by industry group, and the most “investable” stocks (as determined by size and trading volume) are selected until approximately 85% of the free float adjusted market representation of each industry is reached. MSCI country indices capture approximately 85% of each country’s free float adjusted market capitalization while maintaining the overall industry exposure of the market. When combined as the MSCI EAFE^® Index, the regional index captures approximately 85% of the free float adjusted market capitalization of 21 developed countries around the world.

          The MSCI EAFE^® Index is primarily a large-capitalization index, with approximately 65% of its stocks falling in this category. Morgan Stanley determines the composition of the index based on a combination of factors including regional/country exposure, price, trading volume and significant owners, and can change its composition at any time.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  55

          Russell 1000^® Value Index

          This is the benchmark for the Large-Cap Value Fund and the Large-Cap Value Index Fund. The Russell 1000^® Value Index is a subset of the Russell 1000^® Index which represents the top 1,000 U.S. equity securities in market capitalization. The Russell 1000^® Value Index contains higher weightings of roughly one-third of the Russell 1000 securities with lower relative growth rates and price/book values and lower weightings of the roughly middle third of companies. The Russell 1000^® Value Index has higher weightings in those sectors of the market with typically lower relative valuations and growth rates, including sectors such as financial services and energy. As of December 31, 2007, the market capitalization of companies in the Russell 1000^® Value Index ranged from $0.5 billion to $527.8 billion, with a mean market capitalization of $117.4 billion and a median market capitalization of $5.2 billion.

          Russell Midcap^® Growth Index

          This is the benchmark for the Mid-Cap Growth Fund and the Mid-Cap Growth Index Fund. The Russell Midcap^® Growth Index is a subset of the Russell Midcap^® Index, which represents the 800 U.S. equity securities in market capitalization following the top 200 U.S. equity securities. The Russell Midcap^® Growth Index contains higher weightings in roughly one-third of these 800 Russell Midcap securities with higher relative growth rates and price/book values and lower weightings of the roughly middle third of companies. The Russell Midcap^® Growth Index has higher weightings in those sectors of the market with typically higher relative valuations and growth rates, including sectors such as technology, health care and telecommunications. As of December 31, 2007, the market capitalization of companies in the Russell Midcap^® Growth Index ranged from $0.6 billion to $42.1 billion, with a mean market capitalization of $9.9 billion and a median market capitalization of $4.5 billion.

          Russell Midcap^® Value Index

          This is the benchmark for the Mid-Cap Value Fund and the Mid-Cap Value Index Fund. The Russell Midcap^® Value Index is a subset of the Russell Midcap^® Index, which represents the 800 largest U.S. equity securities in market capitalization after the largest 200 U.S. equity securities. The Russell Midcap^® Value Index contains higher weightings of roughly one-third of these 800 Russell Midcap securities with lower relative growth rates and price/book values and lower weightings of the roughly middle third of companies. The Russell Midcap^® Value Index has higher weightings in those sectors of the market with typically lower relative valuations, including sectors such as financial services and energy. As of December 31, 2007, the market capitalization of companies in the Russell Midcap^® Value Index ranged from $0.5 billion to $42.1 billion, with a mean market capitalization of $8.96 billion and a median market capitalization of $3.90 billion.

56Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

          Russell 2000^® Index

          This is the benchmark for the Small-Cap Equity Fund and the Small-Cap Blend Index Fund. The Russell 2000^® Index represents the largest 2,000 U.S. equities in market capitalization following the top 1,000 U.S. equities. As of December 31, 2007, the market capitalization of companies in the Russell 2000^® Index ranged from $27 million to $8.4 billion, with a mean market capitalization of $1.4 billion and a median market capitalization of $588 million. The Russell Investment Group determines the composition of the index based solely on market capitalization, and can change its composition at any time.

          Russell 3000^®Index

          This is the benchmark for the Equity Index Fund and the Social Choice Equity Fund. The Russell 3000^® Index represents the 3,000 largest publicly traded U.S. companies, based on market capitalization. Russell 3000 companies represent about 98 percent of the total market capitalization of the publicly-traded U.S. equity market. As of December 31, 2007, the market capitalization of companies in the Russell 3000^® Index ranged from $27 million to $527.8 billion, with a mean market capitalization of $89.9 billion and a median market capitalization of $1.1 billion. The Russell Investment Group determines the composition of the index based only on market capitalization and can change its composition at any time.

          Russell Midcap^®Index

          This is the benchmark for the Mid-Cap Blend Index Fund. The Russell Midcap^® Index represents the 800 largest U.S. equity securities in market capitalization after the largest 200 U.S. equity securities. As of December 31, 2007, the market capitalization of companies in the Russell Midcap^® Index ranged from $0.5 billion to $42.1 billion, with a mean market capitalization of $9.5 billion and a median market capitalization of $4.3 billion. The Russell Investment Group determines the composition of the index based on a combination of factors including market capitalization, price/book ratio and long-term growth rate, and can change its composition at any time.

          Russell 2000^®Growth Index

          This is the benchmark for the Small-Cap Growth Index Fund. The Russell 2000^® Growth Index is a sub-set of the Russell 2000^® Index, which represents the largest 2,000 U.S. equities in market capitalization following the top 1,000 U.S. equities. As of December 31, 2007 the market capitalization of companies in the Russell 2000^® Growth Index ranged from $47 million to $8.4 billion, with a mean market capitalization of $1.6 billion and a median market capitalization of $633 million. The Russell Investment Group determines the composition of the index based on a combination of factors including market capitalization, price/book ratio and long-term growth rate, and can change its composition at any time.

TIAA-CREF Institutional Mutual Funds  •  Retirement Class  §  Prospectus   57

          Russell 2000^®Value Index

          This is the benchmark for the Small-Cap Value Index Fund. The Russell 2000 Value Index is a sub-set of the Russell 2000^® Index, which represents the largest 2,000 U.S. equities in market capitalization following the top 1,000 U.S. equities. As of December 31, 2007, the market capitalization of companies in the Russell 2000^® Value Index ranged from $27 million to $6.1 billion, with a mean market capitalization of $1.2 billion and a median market capitalization of $551 million. The Russell Investment Group determines the composition of the index based on a combination of factors including market capitalization, price/book ratio and long-term growth rate, and can change its composition at any time.

          Dow Jones Wilshire Real Estate Securities Index

          This is the benchmark for the Real Estate Securities Fund. The Dow Jones Wilshire Real Estate Securities Index is a broad measure of the performance of publicly-traded real estate securities, such as REITs and real estate operating companies (“REOCs”). The Dow Jones Wilshire Real Estate Securities Index is capitalization weighted, is rebalanced monthly, and its returns are calculated on a buy and hold basis. The constituents of the Dow Jones Wilshire Real Estate Securities Index are equity owners and operators of commercial real estate deriving 75% or more of their total revenues from the ownership and operation of real estate assets. Excluded from the Dow Jones Wilshire Real Estate Securities Index are mortgage REITs, net lease REITs, real estate finance companies, home builders, large land owners and sub-dividers, hybrid REITs, and companies with more than 25% of their assets in direct mortgage investments. A Company in the Dow Jones Wilshire Real Estate Securities Index must have a capitalization of at least $200 million at the time of its inclusion. If a company’s total market capitalization falls below $100 million and remains at that level for two consecutive quarters, it will be removed from the index.

          Lehman Brothers U.S. Aggregate Index

          This is the benchmark for the Bond Fund and the Bond Plus Fund II. The Lehman Brothers U.S. Aggregate Index covers the U.S. investment-grade fixed-rate bond market, including government and credit securities, agency mortgage pass through securities, asset-backed securities, and commercial mortgage-backed securities. This index contains approximately 9,193 issues. The Lehman Brothers U.S. Aggregate Index represents securities that are SEC-registered, taxable, and dollar denominated. The index covers the U.S. investment-grade fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities. These major sectors are subdivided into more specific indices that are calculated and reported on a regular basis. To be selected for inclusion in the Lehman Brothers Aggregate Bond Index, the securities must have a minimum maturity of one year and a minimum par amount outstanding of $250 million.

58Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

          Lehman Brothers U.S. Treasury Inflation-Protected Securities Index

          This is the benchmark for the Inflation-Linked Bond Fund. The Lehman Brothers U.S. Treasury Inflation-Protected Securities Index measures the return of fixed-income securities with fixed-rate coupon payments that adjust for inflation as measured by the Consumer Price Index (“CPI”). To be selected for inclusion in the Lehman Brothers U.S. Treasury Inflation-Protected Securities Index, the securities must have a minimum maturity of one year and a minimum par amount outstanding of $250 million.

          Lehman Brothers Mutual Fund Short (1-5 year) U.S. Government/Credit Index

          This is the benchmark for the Short-Term Bond Fund II. The Lehman Brothers Mutual Fund Short (1-5 year) U.S. Government/Credit Index tracks the performance primarily of U.S. Treasury and agency securities and corporate bonds with 1-5 year maturities.

          Merrill Lynch BB/B Cash Pay Issuer Constrained Index

          This is the benchmark for the High-Yield Fund II. The Merrill Lynch BB/B Cash Pay Issuer Constrained Index tracks the performance of bond securities that pay interest in cash and have a credit rating of BB or B. Merrill Lynch uses a composite of Fitch, Inc. Moody’s and S&P’s credit ratings in selecting bonds for this index. These ratings measure the risk that the bond issuer will fail to pay interest or to repay principal in full. The index is market weighted, so that larger bond issues have a greater effect on the index’s return. However, the representation of any single bond issuer is restricted to a maximum of 2% of the total index.

ADDITIONAL INVESTMENT STRATEGIES

          Equity Funds

          The Equity Funds may also invest in short-term debt securities of the same type as those held by the Money Market Fund and other kinds of short-term instruments for cash management and other purposes. These securities help the Funds maintain liquidity, use cash balances effectively, and take advantage of attractive investment opportunities. The Equity Funds also may invest up to 20% of their total assets in fixed-income securities.

          Each Equity Fund also may buy and sell: (1) put and call options on securities of the types they each may invest in and on securities indices composed of such securities, (2) futures contracts on securities indices composed of securities of the types in which each may invest, and (3) put and call options on such futures contracts. The Funds may use such options and futures contracts for hedging and cash management purposes and to increase total return. Futures contracts permit a Fund to gain 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.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  59

          Where appropriate futures contracts do not exist, or if the Equity Funds deem advisable for other reasons, the Funds may invest in investment company securities, such as exchange-traded funds (“ETFs”). The Equity Funds 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 an Equity 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. To manage currency risk, these Funds 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 Equity Funds can also invest in derivatives and other similar financial instruments, such as equity swaps (including contracts for difference (“CFD”), 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) and equity-linked fixed-income securities, so long as these derivatives and financial instruments are consistent with the Fund’s investment objective and restrictions, policies and current regulations.

          The Real Estate Securities Fund

          The Real Estate Securities Fund may utilize the investment strategies used by the Equity Funds that are described above, as well as the investment strategies used by the Fixed-Income Funds that are described below.

          The Fixed-Income Funds

          The Fixed-Income Funds may make certain other investments, but not as principal strategies. For example, these Funds may invest in interest-only and principal-only mortgage-backed securities. These instruments have unique characteristics and are more sensitive to prepayment and extension risks than traditional mortgage-backed securities. Similarly, the Fixed-Income Funds may also buy and sell put and call options, futures contracts, and options on futures. The Funds intend to use options and futures primarily as a hedging technique or for cash management. To manage currency risk, these Funds can also enter into forward currency contracts, and buy or sell options and futures on foreign currencies. These Funds can also buy and sell swaps and options on swaps, so long as these are consistent with each Fund’s investment objective and restrictions. Additionally, the Fixed-Income Funds may invest in other investment companies, such as ETFs, for cash management and other purposes, including to gain exposure to certain sectors or securities that are represented by ownership in ETFs. When invested in other investment companies, the Funds will bear their proportionate share of expenses charged by these investment companies.

          The Money Market Fund

          The Money Market Fund seeks to maintain a stable net asset value of $1.00 per share of the Money Market Fund by investing in assets that present minimal credit risk, maintaining an average weighted maturity of 90 days or less, and

60Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

investing all of the Fund’s assets in U.S. dollar-denominated securities or other instruments maturing in 397 days or less. The Money Market Fund cannot assure you that it will be able to maintain a stable net asset value of $1.00 per share.

          Please see the SAI for more information on these and other investments the Funds may utilize.

PORTFOLIO HOLDINGS

          A description of the Funds’ policies and procedures with respect to the disclosure of their portfolio holdings is available in the Funds’ SAI.

PORTFOLIO TURNOVER

          A Fund that engages in active and frequent trading of portfolio securities will have a correspondingly higher “portfolio turnover rate.” A high portfolio turnover rate generally will result in (1) greater brokerage commission expenses borne by a Fund and, ultimately, by shareholders and (2) higher amounts of realized investment gain subject to the payment of taxes by shareholders. None of the Funds are subject to a specific limitation on portfolio turnover, and securities of each Fund may be sold at any time such sale is deemed advisable for investment or operational reasons. In general, the actively-managed Equity Funds will have higher portfolio turnover rates than the Index Funds. Also certain trading strategies utilized by the Fixed-Income Funds may increase portfolio turnover. The portfolio turnover rates of the Funds (other than the Money Market Fund) during recent fiscal periods are included below in their Financial Highlights.

SHARE CLASSES

          Each Fund may also offer Institutional or Retail Class shares. However, each Fund does not necessarily offer all three share classes. Each Fund’s investments are held by the Fund as a whole, not by a particular share class, so your money will be invested the same way no matter which class of shares you hold. However, there are differences among the fees and expenses associated with each class and not everyone is eligible to buy every class. Please see the respective prospectuses for each of the classes for more information, including expenses and eligibility requirements. After determining which classes you are eligible to buy, decide which class best suits your needs. Please contact the Funds if you have questions or would like assistance in determining which class is right for you.

MANAGEMENT OF THE FUNDS

THE FUNDS’ INVESTMENT ADVISER

          Advisors manages the assets of the Trust under the supervision of the Board of Trustees. Advisors is an indirect wholly-owned subsidiary of 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

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  61

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 U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940. Advisors also manages the investments of TIAA Separate Account VA-1 and the TIAA-CREF Life Funds. Through an affiliated investment adviser, TIAA-CREF Investment Management, LLC (“Investment Management”), the personnel of Advisors also manage the investment accounts of CREF. As of December 31, 2007, Advisors and Investment Management together had approximately $234 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 Funds offered in this Prospectus, however, pay the management fees and other expenses that are described in the table on Fees and Expenses in the Prospectus. The fees paid by the Funds to Advisors and its affiliates are intended to compensate these service providers for their services to the Funds and are not limited to the reimbursement of the service providers’ costs. Thus, under these arrangements, Advisors and its affiliates can earn a profit or incur a loss on the services which they render to the Funds.

          Advisors’ duties include conducting research, recommending investments, and placing orders to buy and sell securities. Advisors also supervises and acts as liaison among the various service providers to the Funds, such as the custodian and transfer agent.

          Advisors manages the assets of the Funds described in this Prospectus pursuant to a written investment management agreement with the Trust. The annual investment management fees charged under the Management Agreement with respect to each Fund are as follows:

62Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

INVESTMENT MANAGEMENT FEES

Fund(s)	Assets Under Management (Billions)	Fee Rate (average daily net assets)
International Equity Fund*	$0.0—$1.0	0.50%
Real Estate Securities Fund*	Over $1.0—$2.5	0.48%
	Over $2.5—$4.0	0.46%
	Over $4.0	0.44%
For the fiscal year ended September 30, 2007, the effective annual fee rate was 0.49% and 0.50% for the International Equity Fund and Real Estate Securities Fund, respectively.
Growth & Income Fund*	$0.0—$1.0	0.45%
Large-Cap Value Fund*	Over $1.0—$2.5	0.43%
Large-Cap Growth Fund*	Over $2.5—$4.0	0.41%
	Over $4.0	0.39%
For the fiscal year ended September 30, 2007, the effective annual fee rate was 0.08%, 0.45% and 0.08% for the Growth & Income Fund, Large-Cap Value Fund and Large-Cap Growth Fund, respectively.
Mid-Cap Growth Fund*	$0.0—$0.5	0.48%
Mid-Cap Value Fund*	Over $0.5—$0.75	0.46%
Small-Cap Equity Fund*	Over $0.75—$1.00	0.44%
	Over $1.0	0.42%
For the fiscal year ended September 30, 2007, the effective annual fee rate was 0.48%, 0.47% and 0.48% for the Mid-Cap Growth Fund, Mid-Cap Value Fund and Small-Cap Equity Fund, respectively.
Large-Cap Growth Index Fund	All Assets	0.04%
Large-Cap Value Index Fund
Equity Index Fund
S&P 500 Index Fund
Mid-Cap Growth Index Fund
Mid-Cap Value Index Fund
Mid-Cap Blend Index Fund
Small-Cap Growth Index Fund
Small-Cap Value Index Fund
Small-Cap Blend Index Fund
International Equity Index Fund

* To understand the impact of these break points, please see the Funds’ most recent shareholder report or go to www.tiaa-cref.org for the Funds’ net assets as of a relatively recent date.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  63

INVESTMENT MANAGEMENT FEES (concluded)

Fund(s)	Assets Under Management (Billions)	Fee Rate (average daily net assets)
Social Choice Equity Fund	All Assets	0.15%
Bond Fund*	$0.0—$1.0	0.30%
Inflation-Linked Bond Fund*	Over $1.0—$2.5	0.29%
Bond Plus Fund II*	Over $2.5—$4.0	0.28%
	Over $4.0	0.27%
For the fiscal year ended September 30, 2007, the effective annual fee rate was 0.30% for each of the Bond Fund, Inflation-Linked Bond Fund and Bond Plus Fund II.
Managed Allocation Fund II	All Assets	0.00%
Short-Term Bond Fund II*	$0.0—$1.0	0.25%
	Over $1.0—$2.5	0.24%
	Over $2.5—$4.0	0.23%
	Over $4.0	0.22%
For the fiscal year ended September 30, 2007, the effective annual fee rate was 0.25% for the Short-Term Bond Fund II.
High-Yield Fund II*	$0.0—$1.0	0.35%
	Over $1.0—$2.5	0.34%
	Over $2.5—$4.0	0.33%
	Over $4.0	0.32%
For the fiscal year ended September 30, 2007, the effective annual fee rate was 0.35% for the High-Yield Fund II.
Money Market Fund	All Assets	0.10%

* To understand the impact of these break points, please see the Funds’ most recent shareholder report or go to www.tiaa-cref.org for the Funds’ net assets as of a relatively recent date.

          A discussion regarding the basis for the Board of Trustees’ most recent approval of each of the Funds’ investment management agreement is available in the Funds’ annual shareholder report for the fiscal year ended September 30, 2007. For a free copy of the Funds’ shareholder reports, please call 800 842-2776, visit the Funds’ website at www.tiaa-cref.org/mfs or visit the SEC’s website a www.sec.gov.

64Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

PORTFOLIO MANAGEMENT TEAMS

          Each Fund is managed by a team of managers, whose members are jointly responsible for the day-to-day management of the Fund, with expertise in the area(s) applicable to each Fund’s investments. The following is a list of members of the management teams primarily responsible for managing each Fund’s investments, along with their relevant experience. The members of the team may change from time to time.

			Total Experience (since dates specified below)
	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years
Name & Title			At TIAA	Total	On Team
GROWTH & INCOME FUND
Susan Kempler Managing Director	Stock Selection	Teachers Advisors, Inc., TIAA and its affiliates - 2005 to Present (portfolio management of domestic large-cap core portfolios), Citigroup Asset Management – 1997 to 2005 (portfolio management of domestic large- and mid-cap core portfolios)	2005	1987	2005
William M. Riegel Managing Director	Portfolio Risk Management	Teachers Advisors, Inc., TIAA and its affiliates - 1999 to Present (Head of Global Equity Portfolio Management)	1999	1979	2005
INTERNATIONAL EQUITY FUND
Shigemi (Amy) Hatta Managing Director	Stock Selection	Teachers Advisors, Inc., TIAA and its affiliates – 2007 to Present (portfolio management of inter- national large-cap core portfolios), 2002 to 2007 (head of Japan equity research team)	2002	1995	2007
Christopher F. Semenuk Managing Director	Stock Selection – Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 1993 to Present (portfolio management of inter- national large-cap core portfolios)	1993	1987	1999

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  65

			Total Experience (since dates specified below)
	Portfolio Role/ Coverage/ Expertise/Specialty
Name & Title		Experience Over Past Five Years	At TIAA	Total	On Team
LARGE-CAP GROWTH FUND
Susan Hirsch Managing Director	Stock Selection – Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic large-cap portfolios), Jennison Associates – 2000 to 2005 (portfolio management of mid-cap growth and technology	2005	1975	2005
Andrea Mitroff Managing Director	Stock Selection	Teachers Advisors, Inc., TIAA and its affiliates – 2006 to Present (portfolio management of domestic large-cap growth portfolios), Merrill Lynch – 1999 to 2006 (portfolio management of domestic large-cap core and global multi-cap growth portfolios)	2006	1988	2007
LARGE-CAP VALUE FUND
Richard Cutler Managing Director	Stock Selection – Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 1997 to Present (portfolio management of domestic large-cap value portfolios)	1997	1991	2002
Athanasios (Tom) Kolefas, CFA Managing Director	Stock Selection	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic mid-cap value portfolios), Jennison Associates - 2000 to 2004 (portfolio management of domestic large-cap value portfolios)	2004	1987	2004
MID-CAP GROWTH FUND
George (Ted) Scalise, CFA Managing Director Manager	Stock Selection – Lead Portfolio	Teachers Advisors, Inc., TIAA and its affiliates – 2006 to Present(portfolio management of domestic mid-cap growth portfolios), Duncan- Hurst Capital Management – 1996 to 2006 (portfolio management of domestic large- and mid-cap growth portfolios)	2006	1995	2006
Susan Hirsch Managing Director	Stock Selection	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic large-cap portfolios), Jennison Associates – 2000 to 2005 (portfolio management of mid-cap growth and technology sector portfolios)	2005	1975	2007

66  Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

	Portfolio Role/ Coverage/ Expertise/Specialty		Total Experience (since dates specified below)
Name & Title		Experience Over Past Five Years	At TIAA	Total	On Team
MID-CAP VALUE FUND
Athanasios (Tom) Kolefas, CFA Managing Director	Stock Selection – Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic mid-cap value portfolios), Jennison Associates - 2000 to 2004 (portfolio management of domestic large-cap value portfolios)	2004	1987	2004
Richard Cutler Managing Director	Stock Selection	Teachers Advisors, Inc., TIAA and its affiliates – 1997 to Present (portfolio management of domestic large-cap value portfolios)	1997	1991	2002
SMALL-CAP EQUITY FUND
Michael S. Shing, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic large-cap and small-cap core portfolios), Barclays Global Investors – 1993 to 2004 (Research Officer responsible for Japanese equity strategy and portfolio management of Japanese equity portfolios)	2004	1990	2004
Adam Cao Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2006 to Present (portfolio management of domestic small-cap portfolios), Procinea Management – 2005 to 2006 (quantitative market research associate for alternative asset classes), Teachers Advisors, Inc., TIAA and its affiliates – 2004 to 2005 (quantitative equity market research with coverage of domestic and global multi-cap portfolios), Barra – 1996 to 2004 (quantitative equity market research & risk modeling)	2004	1996	2005

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  67

	Portfolio Role/ Coverage/ Expertise/Specialty		Total Experience (since dates specified below)
Name & Title		Experience Over Past Five Years	At TIAA	Total	On Team
LARGE-CAP GROWTH INDEX FUND
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Capital Management – 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Transition Management Services – 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004
LARGE-CAP VALUE INDEX FUND
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Capital Management – 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic and international large-, mid-, and small-cap equity index portfolios), Mellon Transition Management Services – 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004

68Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

	Portfolio Role/ Coverage/ Expertise/Specialty		Total Experience (since dates specified below)
Name & Title		Experience Over Past Five Years	At TIAA	Total	On Team
EQUITY INDEX FUND
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Capital Management – 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Transition Management Services – 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004
S&P 500 INDEX FUND
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Capital Management – 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Transition Management Services – 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  69

	Portfolio Role/ Coverage/ Expertise/Specialty		Total Experience (since dates specified below)
Name & Title		Experience Over Past Five Years	At TIAA	Total	On Team
MID-CAP GROWTH INDEX FUND
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Capital Management – 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Transition Management Services – 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004
MID-CAP VALUE INDEX FUND
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Capital Management – 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Transition Management Services – 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004

70Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

			Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
MID-CAP BLEND INDEX FUND
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Capital Management – 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Transition Management Services – 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004
SMALL-CAP GROWTH INDEX FUND
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Capital Management – 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Transition Management Services – 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  71

			Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
SMALL-CAP VALUE INDEX FUND
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Capital Management – 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Transition Management Services – 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004
SMALL-CAP BLEND INDEX FUND
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Capital Management – 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Transition Management Services – 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004

72Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

			Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
INTERNATIONAL EQUITY INDEX FUND
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Capital Management – 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Transition Management Services – 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004
SOCIAL CHOICE EQUITY FUND
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Capital Management – 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Transition Management Services – 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  73

			Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
REAL ESTATE SECURITIES FUND
Thomas M. Franks, CFA Managing Director	Portfolio Risk Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (Head of Global Equity Research)	2001	1997	2006
David Copp Director	Stock Selection – REITS	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic REIT portfolios), RBC Capital Markets – 2002 to 2005 (senior research analyst covering REITs)	2005	1996	2005
Brendan W. Lee Associate	Stock Selection – REITs	Teachers Advisors, Inc., TIAA and its affiliates – 2006 to Present (portfolio management of domestic REIT portfolios), Cliffwood Partners – 1998 to 2006 (senior research analyst supporting REIT hedge fund and long-only strategies)	2006	1998	2006
MANAGED ALLOCATION FUND II
John M. Cunniff, CFA Managing Director	Asset Allocation (Allocation Strategies)	Teachers Advisors, Inc., TIAA and its affiliates – 2006 to Present (quantitative portfolio manager); Morgan Stanley Investment Management - 2001 to 2006 (U.S. Research Director (oversight of equity research analysis team for U.S. market segments))	2006	1992	2006
Hans L. Erickson, CFA Managing Director	Asset Allocation (General Oversight)	Teachers Advisors, Inc., TIAA and its affiliates – 1996 to Present (oversight responsibility for all quantitative equity strategies, equity index funds and asset allocation funds)	1996	1988	2006
Pablo Mitchell Associate	Asset Allocation (Daily Portfolio Management)	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (quantitative portfolio manager; various quantitative equity research responsibilities); Thomson Vestek – 2003 to 2004 (senior quantitative researcher for equity and fixed-income performance analysis and risk modeling)	2004	2002	2006

74Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

			Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years
			At TIAA	Total	On Team
BOND FUND
John M. Cerra Managing Director	Fixed-Income Security Selection – Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 1985 to Present (fixed-income credit research & portfolio management)	1985	1985	2003
Richard W. Cheng Director	Fixed-Income Security Selection/ Trading – Corporate Bonds	Teachers Advisors, Inc., TIAA and its affiliates – 1997 to Present (fixed-income credit research & portfolio management)	1997	1991	2001
Stephen Liberatore, CFA Managing Director	Fixed-Income Security Selection – Corporate Bonds	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (fixed-income credit research & portfolio management), Nationwide Mutual Insurance Company – 2003 to 2004 (fixed-income credit research & portfolio management), Protective Life Corporation – 1999 to 2002 (fixed-income credit research & portfolio management)	2004	1994	2004
Steven Raab, CFA Director	Fixed-Income Security Selection/ Trading – MBS, CMBS & ABS	Teachers Advisors, Inc., TIAA and its affiliates – 1991 to Present (fixed-income credit research & portfolio management)	1991	1991	2004
BOND PLUS FUND II
John M. Cerra Managing Director	Fixed-Income Security Selection – Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 1985 to Present (fixed-income credit research & portfolio management)	1985	1985	2003
Richard W. Cheng Director	Fixed-Income Security Selection/ Trading – Corporate Bonds	Teachers Advisors, Inc., TIAA and its affiliates – 1997 to Present (fixed-income credit research & portfolio management)	1997	1991	2001
Stephen Liberatore, CFA Managing Director	Fixed-Income Security Selection – Corporate Bonds	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (fixed-income credit research & portfolio management), Nationwide Mutual Insurance Company – 2003 to 2004 (fixed-income credit research & portfolio management), Protective Life Corporation – 1999 to 2002 (fixed-income credit research & portfolio management)	2004	1994	2004
Steven Raab, CFA Director	Fixed-Income Security Selection/ Trading – MBS, CMBS & ABS	Teachers Advisors, Inc., TIAA and its affiliates – 1991 to Present (fixed-income credit research & portfolio management)	1991	1991	2004

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  75

Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	Total Experience (since dates specified below)
			At TIAA	Total	On Team
SHORT-TERM BOND FUND II
John M. Cerra Managing Director	Fixed-Income Security Selection – Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 1985 to Present (fixed-income credit research & portfolio management)	1985	1985	2003
Richard W. Cheng Director	Fixed-Income Security Selection/ Trading – Corporate Bonds	Teachers Advisors, Inc., TIAA and its affiliates – 1997 to Present (fixed-income credit research & portfolio management)	1997	1991	2001
Stephen Liberatore, CFA Managing Director	Fixed-Income Security Selection – Corporate Bonds	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (fixed-income credit research & portfolio management), Nationwide Mutual Insurance Company – 2003 to 2004 (fixed-income credit research & portfolio management), and Protective Life Corporation – 1999 to 2002 (fixed-income credit research & portfolio management)	2004	1994	2004
Steven Raab, CFA Director	Fixed-Income Security Selection/ Trading – MBS, CMBS & ABS	Teachers Advisors, Inc., TIAA and its affiliates – 1991 to Present (fixed-income credit research & portfolio management)	1991	1991	2004
HIGH-YIELD FUND II
Michael J. Ainge, CFA Director	Fixed-Income Security Selection – Research	Teachers Advisors, Inc., TIAA and its affiliates – 2006 to Present (Director on High-Yield Team responsible for covering the chemicals, energy and utilities industries) and 1998 – 2006 (analyst evaluating corporate private placement and investment grade public debt offerings)	1998	1992	2006
Jean C. Lin, CFA Director	Fixed-Income Security Selection – Research	Teachers Advisors, Inc., TIAA and its affiliates – 1994 to Present (Director on High-Yield Team (responsible for covering forestry products, packaging, homebuilding, building materials, cable and satellite television, and telecommunications industries) and former analyst in Private Placements Group (evaluating both investment-grade and high-yield securities in a variety of industries))	1994	1994	2006

76Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

			Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
HIGH-YIELD FUND II (continued)
Kevin R. Lorenz, CFA Managing Director	Fixed-Income Security Selection – Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 1987 to Present (Managing Director and former analyst in Private Placements Group (evaluating both investment-grade and high-yield securities in a variety of industries))	1987	1987	2006
John G. Morriss Director	Fixed-Income Security Selection – Research	Teachers Advisors, Inc., TIAA and its affiliates – 1998 to Present (Managing Director, High-Yield Research responsible for covering media, technology and healthcare industries), Chase Manhattan Bank – 1990 to 1998 (trader for European currency forwards and U.S. and European interest rate futures)	1998	1990	2006
Cynthia Bush Director	Fixed-Income Security Selection – Research	Teachers Advisors, Inc., TIAA and its affiliates – 2000 to Present (fixed-income credit research & portfolio management)	2000	1991	2004
INFLATION-LINKED BOND FUND
Steven I. Traum Managing Director	Fixed-Income Security Selection – Trader/Research	Teachers Advisors, Inc., TIAA and its affiliates – 1983 to Present (fixed-income portfolio management)	1983	1980	2004
MONEY MARKET FUND
Michael F. Ferraro, CFA Director	Fixed-Income Security Selection – Trader/Research	Teachers Advisors, Inc., TIAA and its affiliates – 1998 to Present (fixed-income credit research & portfolio management)	1998	1974	1999

          The Funds’ SAI provides additional disclosure about the compensation structure of each of the Fund’s portfolio managers, the other accounts they manage, total assets in those accounts and potential conflicts of interest, as well as the portfolio managers’ ownership of securities in the Funds they manage.

OTHER SERVICES

          The Funds have a separate service agreement with Advisors (the “Retirement Class Service Agreement”) to pay for certain administrative costs associated with offering Retirement Class shares on retirement plan or other platforms. Under the Retirement Class Service Agreement, the Retirement Class of each Fund pays

TIAA-CREF Institutional Mutual Funds  •  Retirement Class  §  Prospectus   77

monthly a fee to Advisors at an annual rate of 0.25% of average daily net assets. Advisors may rely on affiliated or unaffiliated persons to fulfill its obligations under the Retirement Class Service Agreement.

DISTRIBUTION ARRANGEMENTS

          Teachers Personal Investors Service, Inc. (“TPIS”) distributes each Fund’s 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 each Fund. TPIS may seek reimbursement under the distribution plan to pay such other intermediaries for expenses incurred in the sale and promotion of Retail Class shares. In addition TPIS, Services or Advisors may pay intermediaries out of their own assets to support the distribution of Retirement or Institutional Class 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.

          Advisors, at its own expense, 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 administering Retirement Class shares held on their platforms.

CALCULATING SHARE PRICE

          Each Fund determines its net asset value (“NAV”) per share, or share price, of a Fund on each day the New York Stock Exchange (the “NYSE”) is open for business. The NAV for each Fund is calculated as of the time when regular trading closes on the NYSE (generally, 4:00 p.m. Eastern Time). The Funds do not price their shares on days that the NYSE is closed. Each Fund’s NAV is computed by calculating the value of the Fund’s assets, less its liabilities, and its NAV per share is computed by dividing its NAV allocable to each share class, by the number of outstanding shares of that class.

          If a 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 Fund’s portfolio may change on days when shareholders will not be able to purchase or redeem Fund shares.

          For Funds other than the Money Market Fund, the Funds usually use market quotations or values obtained from independent pricing services to value securities and other instruments held by the Funds. If market quotations or values from independent pricing services are not readily available or are not considered reliable, the Funds will use a security’s “fair value,” as determined in good faith using procedures approved by the Board of Trustees. The Funds may also use fair value if events that have a significant effect on the value of an investment (as determined in

78Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

Advisor’s sole discretion) occur between the time when its price is determined and the time a Fund’s NAV is calculated. For example, the Funds might use a domestic security’s 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 a Fund’s 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 a Fund’s NAV.

          Fair value pricing most commonly occurs with securities that are primarily traded outside of the United States. Fair value pricing may occur, for instance, when there are significant market movements in the U.S. after foreign markets have closed, and there is the expectation that securities traded on foreign markets will adjust based on market movements in the U.S. when their markets open the next day. In these cases, the Funds may fair value certain foreign securities when it is believed the last traded price on the foreign market does not reflect the value of that security at 4:00 p.m. Eastern Time. 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 an affected Fund to the detriment of longer-term shareholders, it may 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 Funds to examine whether to fair value foreign securities when there is a significant 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. The Funds also examine 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. Additionally, the Funds may fair value domestic 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 (other than those in the Money Market Fund) with maturities of one year or less are valued using market quotations or independent pricing sources or derived from a pricing matrix that has various types of money market instruments along one axis and various maturities along the other.

          To calculate the Money Market Fund’s NAV per share, the Fund’s portfolio securities are valued at their amortized cost. This valuation method does not take into account unrealized gains or losses on the Fund’s portfolio securities. Amortized cost valuation involves first valuing a security at cost, and thereafter assuming an amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the security’s market value. While this method provides certainty in valuation, there may be times when the value of a security, as determined by amortized cost, may be higher or lower than the price the Money Market Fund would receive if it sold the security.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  79

DIVIDENDS AND DISTRIBUTIONS

          Each 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 securities held by the Fund and capital gains realized from the sale of securities. The following table shows how often the Funds plan to pay dividends:

Fund	Dividend Paid
Growth & Income Fund	Quarterly
International Equity Fund	Annually
Large-Cap Growth Fund	Annually
Large-Cap Value Fund	Annually
Mid-Cap Growth Fund	Annually
Mid-Cap Value Fund	Annually
Small-Cap Equity Fund	Annually
Large-Cap Growth Index Fund	Annually
Large-Cap Value Index Fund	Annually
Equity Index Fund	Annually
S&P 500 Index Fund	Annually
Mid-Cap Growth Index Fund	Annually
Mid-Cap Value Index Fund	Annually
Mid-Cap Blend Index Fund	Annually

Fund	Dividend Paid
Small-Cap Growth Index Fund	Annually
Small-Cap Value Index Fund	Annually
Small-Cap Blend Index Fund	Annually
International Equity Index Fund	Annually
Social Choice Equity Fund	Annually
Real Estate Securities Fund	Quarterly
Managed Allocation Fund II	Quarterly
Bond Fund	Monthly
Bond Plus Fund II	Monthly
Short-Term Bond Fund II	Monthly
High-Yield Fund II	Monthly
Inflation-Linked Bond Fund	Quarterly
Money Market Fund	Monthly

          Although dividends are paid monthly from the Money Market Fund, these dividends are calculated and declared daily.

          Effective May 1, 2008, the Bond Fund, Bond Plus Fund II, Short-Term Bond Fund II and High-Yield Fund II will switch from declaring dividends monthly to declaring dividends as of each business day of the calendar year (to the extent such dividends are not previously distributed). These Funds will continue to pay dividends monthly.

          The Funds intend to pay net capital gains, if any, annually.

          Dividends and capital gain distributions paid to Retirement Class shareholders who hold their shares through a TIAA-CREF administered plan or custody account will automatically be reinvested in additional Retirement Class shares of the particular Fund. All other Retirement Class shareholders may 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 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 another Fund in which you already hold shares.

80Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

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 each Fund’s distribution date, the Fund makes distributions on a per share basis to the shareholders who owned Fund shares on the record date. The Funds do 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 Retirement Class shares through a variable 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 product issuer or your plan sponsor or intermediary for more details.

TAXES

          As with any investment, you should consider how your investment in any Fund will be taxed.

          Taxes on dividends and distributions. Unless you are tax-exempt or hold Fund shares in a tax-deferred account, you must pay 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 a Fund are taxed as ordinary income, and long-term capital gain distributions are taxed as long-term capital gains. Every January, a statement showing the taxable distributions paid to you in the previous year from each Fund will be sent to you and the Internal Revenue Service (“IRS”). Long-term capital gain distributions generally may be taxed at a maximum federal rate of 15% to individual investors (or at 5% (0% for taxable years beginning after December 31, 2007) to individual investors who are in the 10% or 15% tax bracket). These rates are currently scheduled to apply through 2010. 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.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  81

          A portion of ordinary income dividends paid by a 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 a Fund. Notwithstanding this, certain holding period requirements with respect to a shareholder’s shares in a 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 2010. Additional information about this can be found in the SAI.

          Taxes on transactions. Unless a transaction involves Fund shares held in a tax-deferred account, redemptions, including sales and 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.

          Whenever you sell shares of a Fund, you will be sent a confirmation statement showing how many shares you sold and at what price. However, you or your tax preparer must determine whether this sale resulted in a capital gain or loss and the amount of tax to be paid on any gain. Be sure to keep your regular account statements; the information they contain will be essential in calculating the amount of your capital gains or losses.

          Backup withholding. If you fail to provide a correct taxpayer identification number or fail to certify that it is correct, the Funds are required by law to withhold 28% of all the distributions and redemption proceeds paid from your account. The Funds are also required to begin backup withholding if instructed by the IRS to do so.

          Buying a dividend. If you buy shares just before a 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. This is referred to as “buying a dividend.” For example, assume you bought shares of a 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 401(a), 401(k) or 403(b) plans or IRAs, 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 a Fund and its investments and these taxes generally will reduce such Fund’s distributions. If a 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 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, a Fund may have to limit its investment in some types of instruments.

82Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

          Special considerations for certain institutional investors. If you are a corporate investor, a portion of the dividends from net investment income paid by a 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.

          Special considerations for Inflation-Linked Bond Fund shareholders. Periodic adjustments for inflation to the principal amount of an inflation-indexed bond held by the Inflation-Linked Bond Fund may give rise to original issue discount, which will be included in the Fund’s gross income. Due to original issue discount, the Fund may be required to make annual distributions to shareholders that exceed the cash received, which may cause the Fund to liquidate certain investments when it is not advantageous to do so. Also, if the principal value of an inflation-indexed bond is adjusted downward due to deflation, amounts previously distributed in the taxable year of the adjustment may be characterized in some circumstances as a return of capital.

          Taxes Related to Employee Benefit Plans or IRAs. Generally, individuals are not subject to federal income tax in connection with Retirement Class shares they hold (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.

          This information is only a brief summary of certain federal income tax information about your investment in a 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 a Fund in your particular situation. Additional tax information can be found in the SAI.

YOUR ACCOUNT: PURCHASING, REDEEMING OR EXCHANGING SHARES

          Retirement Class Eligibility

          Retirement Class shares of the Funds are offered 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) and 457 of the Code, that are sponsored or administered by TIAA-CREF. Retirement Class shares also may be offered through custody accounts sponsored or administered by TIAA-CREF that are established by individuals as IRAs pursuant to section

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  83

408 of the Code. In addition, Retirement Class shares of the Funds are available for purchase by or through certain intermediaries who have entered into a contract or arrangement with the Funds, or their investment adviser or distributor that enables them to purchase shares on behalf of their clients. 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 Funds are referred to as “Eligible Investors” in the rest of this Prospectus.

HOW TO PURCHASE SHARES

          For 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 Funds 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 Center’s online enrollment feature at www.tiaa-cref.org.

          You may direct the purchase of Retirement Class shares of the Funds 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 a particular Fund or Funds offering Retirement Class shares (see “Allocating Retirement Contributions to a Fund” below). You may also direct the purchase of Retirement Class shares of the Funds by reinvesting retirement plan proceeds that were previously invested in another investment vehicle available under your employer’s plan.

          The Funds impose no minimum investment requirement for Retirement Class shares. The Funds also do not currently restrict the frequency of investments made in the Funds by participant accounts, although the Funds reserve the right to impose such restrictions in the future. Your employer’s 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 Funds will only accept accounts with a U.S. address of record. The Funds will not accept a P.O. Box as an account’s 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 Funds.

          The Funds have the right to reject your custody application and to refuse to sell additional Retirement Class shares of any Fund to any investor for any reason. The Funds treat 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 Funds may suspend or terminate the offering of Retirement Class shares of one or more Funds to your employer’s plan.

84 Prospectus • TIAA-CREF Institutional Mutual Funds • Retirement Class

Allocating Retirement Contributions to a Fund

          If you are just starting out and are initiating contributions to your employer’s plan, you may allocate single or ongoing contribution amounts to Retirement Class shares of the Funds by completing an account application or enrollment form (paper or online) and selecting the Funds you wish to invest in and the amounts you wish to contribute to the Funds. You may be able to change your allocation for future contributions by:

• using the TIAA-CREF Web Center at www.tiaa-cref.org;

• calling the Funds’ Automated Telephone Service (available 24 hours a day) at 800 842-2252;

• calling a TIAA-CREF representative (available weekdays from 8:00 a.m. Eastern Time to 10:00 p.m. Eastern Time and Saturdays from 9:00 a.m. Eastern Time to 6:00 p.m. Eastern Time) at 800 842-2776;

• faxing the Funds at: 800 914-8922; or

• writing to the Funds at: TIAA-CREF, P.O. Box 1259, Charlotte, N.C. 28201.

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 Funds reserve the right to limit the ability of IRA and Keogh accounts to purchase the Retirement Class of certain Funds.

For Eligible Investors and Their Clients:

          Eligible Investors may invest directly in the Funds. 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 Funds will only accept accounts with a U.S. address of record. The Funds will not accept a P.O. Box as the address of record.

          There may be circumstances when the Funds will not accept new investments in one or more of the Funds. The Funds reserve the right to suspend or terminate the offering of shares by one or more Funds at any time without prior notice. The Funds also reserve the right to reject any application or investment or any other specific purchase request.

          The Funds do 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 Funds consider all purchase requests to be received when they are received in “good order” by the Funds’ transfer agent (or other authorized Fund

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  85

agent) (see below). The Funds will not accept third-party checks. (The Funds consider any check not made payable directly to TIAA-CREF Institutional Mutual Funds as a third-party check). The Funds cannot accept checks made out to you or other parties and signed over to the Funds. The Funds will not accept payment in the following forms: travelers’ checks, money orders, credit card convenience checks, cashier’s checks, cash or starter checks. The Funds 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 9905-454-6

Specify on the wire:

• The TIAA-CREF Institutional Mutual Funds-Retirement Class;

• Account registration (names of registered owners), address and social security number(s) or taxpayer identification number;

• Indicate if this is for a new or existing account (provide Fund account number if existing);

• The Fund or Funds in which you want to invest, 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 Funds an application again.

Points to Remember for All Purchases by Eligible Investors:

• Each investment by an Eligible Investor in Retirement Class shares of the Funds must be for a specified dollar amount. The Funds cannot accept purchase requests specifying a certain price, date, or number of shares; such requests will be deemed not in “good order” (see below) and the Funds will return these investments.

• If you invest in the Retirement Class of the Funds 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 Funds). Contact the Eligible Investor to learn whether there are any other conditions, such as a minimum investment requirement, on your transactions.

• If the Funds do not receive good funds through wire transfer, they 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 any of the Funds or Advisors and you may be subject to tax consequences on such a redemption. If you are already a shareholder, the Funds can redeem shares from any of your

86Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

	account(s) as reimbursement for all losses. The Funds also reserve the right to restrict you from making future purchases in any of the Funds.
•	Federal law requires the Funds to obtain, verify and record information that identifies each person who opens an account. Until the Funds receive such information, the Funds may not be able to open an account or effect transactions for you. Furthermore, if the Funds are 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 Funds reserve the right to take such action as deemed appropriate, which may include closing your account.
•	An investor’s 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)..

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 with investment securities (instead of cash), if: (1) Advisors believes the securities are appropriate investments for the particular 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 Fund’s investment restrictions. If the Fund accepts the securities, the Eligible Investor’s 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 Funds, and interested clients should contact their Eligible Investor (i.e., their intermediary or plan sponsor).

HOW TO REDEEM SHARES

          For Participants Holding Shares through a Plan or Account
          Administered by TIAA-CREF:

          TIAA-CREF participants may redeem (sell) your Retirement Class shares at any time, subject to the terms of your employer’s plan and Eligible Investors can redeem (sell) their Retirement Class shares at any time. A redemption can be part of an exchange. Certain redemptions of shares of the International Equity Fund, Small-Cap Equity Fund, Small-Cap Growth Index Fund, Small-Cap Value Index Fund, Small-Cap Blend Index Fund, International Equity Index Fund and High Yield Fund II 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:

• call a TIAA-CREF representative (available weekdays from 8:00 a.m. Eastern Time to 10:00 p.m. Eastern Time and Saturdays from 9:00 a.m. Eastern Time to 6:00 p.m. Eastern Time) at 800 842-2776;

• fax the Funds at: 800 914-8922; or

• write to the Funds at: TIAA-CREF, P.O. Box 1259, Charlotte, N.C. 28201.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  87

          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.

          Pursuant to a TIAA-CREF participant’s instructions, the Funds reinvest redemption proceeds (minus any applicable Redemption Fee) in (1) Retirement Class shares of other Funds available under your plan, or (2) shares of other mutual funds available under your 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 Funds may delay payment of the redemption proceeds until the check clears. This can take up to ten days. If you request a distribution of redemption proceeds from your participant account, the Funds will send the proceeds (minus any applicable Redemption Fee) by check to the address, or by wire to the bank account, of record. If you want to send the redemption proceeds elsewhere, you must instruct the Funds by letter with a signature guarantee for each shareholder.

          The Funds 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.

          For Eligible Investors and Their Clients:

          Eligible Investors can redeem (sell) their Retirement Class shares at any time.Certain redemptions of shares of the International Equity Fund, Small-Cap Equity Fund, Small-Cap Growth Index Fund, Small-Cap Value Index Fund, Small-Cap Blend Index Fund, International Equity Index Fund and High Yield Fund II 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 Funds 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.

88Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

          Usually, the Funds send redemption proceeds (minus any applicable Redemption Fee) to the Eligible Investor on the second business day after the Funds receive 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 Funds 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.

          The Funds generally send redemption proceeds (minus any applicable Redemption Fee) to the Eligible Investor at the address or bank account of record. If proceeds are to be sent to someone else, a different address or a different bank or if an Eligible Investor requests a redemption within 30 days of changing its address, the Funds generally will require a letter of instruction from the Eligible Investor with a Medallion Signature Guarantee for each account holder or for all owners exactly as registered on the account, as appropriate (see below). The Funds can send the redemption proceeds by check in several different ways: by check to the address of record or by wire transfer.

In-Kind Redemptions of Shares

          Certain large redemptions of Fund shares may be detrimental to the Fund’s other shareholders because such redemptions can adversely affect a portfolio manager’s 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 a Fund’s 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 Fund’s 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 Eligible Investor receiving the securities will be responsible for disposing of the securities and bearing any associated costs.

HOW TO EXCHANGE SHARES

          For Participants Purchasing Shares through a Plan or Account
          Administered by TIAA-CREF:

          Exchanges involving shares of the International Equity Fund, Small-Cap Equity Fund, Small-Cap Growth Index Fund, Small-Cap Value Index Fund, Small-Cap Blend Index Fund, International Equity Index Fund and High Yield Fund II held less than 60 calendar days may be subject to the Redemption Fee (see below).

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  89

          Subject to the limitations outlined below and any limitations under your employer’s plan, you may exchange Retirement Class shares of a Fund for Retirement Class shares of another fund available under the plan. An “exchange” means:

•	a sale of Retirement Class shares of one Fund held in your participant or IRA account and the use of the proceeds to purchase Retirement Class shares of another Fund or other 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 equivalent dollar amount of Retirement Class shares of a Fund for your participant, IRA or Annuity account;
•	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, a 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:
•	using the TIAA-CREF Web Center at www.tiaa-cref.org;
•	calling the Funds’ Automated Telephone Service (available 24 hours a day) at 800 842-2252;
•	calling a TIAA-CREF representative (available weekdays from 8:00 a.m. Eastern Time to 10:00 p.m. Eastern Time and Saturdays from 9:00 a.m. Eastern Time to 6:00 p.m. Eastern Time) at 800 842-2776;
•	faxing the Funds at: 800 914-8922; or
•	writing to the Funds at: TIAA-CREF, P.O. Box 1259, Charlotte, N.C. 28201.

          The Funds reserve 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 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.

          For Eligible Investors and Their Clients:

          Eligible Investors can exchange Retirement Class shares in a Fund for Retirement Class shares of any other Fund or Retirement Class shares of any other series of the Trust at any time, 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 International Equity Fund,

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Small-Cap Equity Fund, Small-Cap Growth Index Fund, Small-Cap Value Index Fund, Small-Cap Blend Index Fund, International Equity Index Fund and High Yield Fund II held less than 60 calendar 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(s) or taxpayer identification number. An exchange is considered a sale of securities, and therefore is a taxable event.

          The Funds reserve 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 cancelled.

          Make sure you understand the investment objective 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 a Fund are exchanged for shares of another class of the same Fund. Share conversions can occur between each share class of a Fund. Generally, share conversions occur where a shareholder becomes eligible for another share class of a 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.

          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 a Fund 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 them for more information on share conversions. Please note that certain Eligible Investors may not permit all types of share conversions. The Funds reserve the right to terminate, suspend or modify the share conversion privilege for any shareholder or group of shareholders.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  91

          Voluntary Conversions

          If you believe that you are eligible to convert your Fund shares to another class and you hold your shares through a TIAA-CREF administered account, you may place an order for a share conversion by calling 800 223-1200. 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 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 Funds nor Advisors have 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 Funds reserve 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 Funds will notify affected shareholders in writing prior to any mandatory conversion.

          Good Order. Purchase, redemption and exchange requests are not processed until received in good order by the Funds’ transfer agent (or other 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 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 Funds, their 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 Funds, their 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.

          Eligible Investors, such as intermediaries or plan sponsors, may have their own requirements for considering transaction requests to be in “good order.” If you hold your shares through an 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,

92Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

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 Fund 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 day’s NAV per share as the transaction price.

          Minimum Account Size. While there is currently no minimum account size for Retirement Class shares, the Funds reserve the right, without prior notice, to establish a minimum amount required to open, maintain or add to an account.

          Taxpayer Identification Number. Each Eligible Investor must provide its taxpayer identification number (which, for most individuals, is your Social Security number) to the Funds and indicate whether or not it is subject to back-up withholding. If an Eligible Investor does not furnish its taxpayer identification number, redemptions and exchanges of shares, as well as dividends and capital gains distributions, will be subject to back-up tax withholding.

          Changing Your Address—Eligible Investors Only. To change the address on an Eligible Investor account, please send the Funds a written notification.

          Medallion Signature Guarantee—Eligible Investors Only. For some transaction requests (for example, when redeeming shares within 30 days of changing your address, bank or bank account or adding certain new services to an existing account), the Funds may require a letter of instruction with a Medallion Signature Guarantee or a Medallion Signature Guarantee from each owner of record of an account. This requirement is designed to protect shareholders and the Funds 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 United States 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 signature guarantee is required, please contact the Funds directly.

          Transferring Shares—Eligible Investors Only. Eligible Investors may transfer ownership of their shares to another person or organization that also qualifies to own Institutional Class shares or may change the name on their account by sending the Funds written instructions. Generally, each registered owner of the account must sign the request and provide a Medallion Signature Guarantee. When the name on an account is changed, shares in that account are transferred to a new account.

          Limitations—Eligible Investors Only. Federal laws designed to counter terrorism and prevent money laundering might, in certain circumstances, require the Funds to block an account owner’s 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

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  93

Funds may also be required to provide additional information about you and your account to government regulators.

          Customer Complaints—Eligible Investors Only. Customer complaints may be directed to TIAA-CREF Institutional Mutual Funds, 730 Third Ave., New York, NY 10017-3206, attention: Director, Mutual Fund Distribution Services

          TIAA-CREF Web Center and Telephone Transactions. The Funds are 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 Funds require the use of personal identification numbers, codes and other procedures designed to reasonably confirm that instructions given through TIAA-CREF’s Web Center or by telephone are genuine. The Funds also tape record telephone instructions and provide written confirmations of such instructions. The Funds accept 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 Funds may suspend or terminate Internet or telephone transaction facilities at any time, for any reason.

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 Funds, in an effort to “time” the market. As money is shifted in and out of the Funds, the Funds 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 Funds are not appropriate for such market timing and you should not invest in the Funds 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 a Fund, subsequently purchases or exchanges any monies back into that same Fund and then redeems or exchanges any monies out of that same Fund, the shareholder will not be permitted to transfer back into that same Fund through a purchase or exchange for 90 calendar days. The International Equity Fund, International Equity Index Fund, High-Yield Fund II, Small-Cap Equity Fund, Small-Cap Growth Index Fund, Small-Cap Value Index Fund and Small-Cap Blend Index Fund will charge a Redemption Fee on redemptions of 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 shareholder’s investment in these Funds and to discourage short-term trading of Fund shares. See the section entitled “Redemption Or Exchange Fee” for additional information on the Redemption Fee.

94Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

          The Funds’ 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, 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 Funds’ management. 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 Funds’ management. The Funds’ management may also waive the market timing policies and procedures when it is believed that such waiver is in a Fund’s 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 Funds also reserve the right to reject any purchase or exchange request, including when it is believed that a request would be disruptive to a Fund’s efficient portfolio management. The Funds 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 Funds have 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 security’s true value is reflected in the Funds’ NAVs, thereby minimizing any potential stale price arbitrage.

          The Funds seek to apply their 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 exceptions noted above). The Funds make reasonable efforts to apply these policies and procedures to shareholders who own shares through omnibus accounts. The Funds have the right to modify their 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 a Fund’s policies are being followed and/or to instruct intermediaries to take action against shareholders who have violated a Fund’s market timing policies.

          The Funds are not appropriate for market timing. You should not invest in the Funds 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 Funds or their agents will be able to identify such shareholders or curtail their trading practices.

          If you invest in a Fund through an intermediary, including through a retirement or employee benefit plan, you may be subject to additional market timing or

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  95

excessive trading policies implemented by the intermediary or plan. Please contact your intermediary or plan sponsor for more details.

REDEMPTION OR EXCHANGE FEE

          As explained under “Fees and Expenses” the International Equity Fund, International Equity Index Fund, Small-Cap Equity Fund, Small-Cap Growth Index Fund, Small-Cap Value Index Fund, Small-Cap Blend Index Fund and High-Yield Fund II, charge 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 these Funds, regardless of whether they purchase shares of these Funds 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 these Funds to defray the brokerage commissions, market impact and other costs of liquidating a shareholder’s investment in these Funds and to discourage short-term trading of Fund shares.

          In determining whether the Redemption Fee is applicable to a particular redemption, these Funds will use the “first-in, first-out” (FIFO) method to determine the 60-day holding period. Under this method, the date of redemption or exchange will be compared to the earliest purchase date of shares held in these Funds by a shareholder. If this holding period is 60 calendar days or less, then the Redemption Fee will be charged, except as provided below.

          These Funds will not apply the Redemption Fee to reinvestments of dividends and capital gains distributions, systematic withdrawals, systematic purchases, automatic rebalancings, 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’s management. In addition, the Redemption Fee 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’s management.

          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 each of these Funds reserves the right to waive the Redemption Fee at its discretion where it is believed such waiver is in the Fund’s best interests, including but not limited to when the it determines that imposition of the Redemption Fee is not necessary to protect the Fund from the effects of short-term trading. In addition, these Funds reserve 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 Funds will notify you prior to the effective date of the change.

96Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

          If shares of these Funds are held and subsequently redeemed through an omnibus account maintained by an intermediary, then the intermediary that places the trade with these Funds 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 each Fund’s method of doing so.

          The Board of Trustees may authorize the imposition of the Redemption Fee from time to time on other Funds, subject to notifying shareholders prior to the effective date of the Fee.

ELECTRONIC PROSPECTUSES

          If you received this Prospectus electronically and would like a paper copy, please contact the Funds and one will be sent to you.

GLOSSARY

Code: The Internal Revenue Code of 1986, as amended, including any applicable regulations and Revenue Rulings.

Duration: Duration is a measure of volatility in the price of a bond in response to a change in prevailing interest rates, with a longer duration indicating more volatility. It can be understood as the weighted average of the time to each coupon and principal payment of such a security. For an investment portfolio of fixed-income securities, duration is the weighted average of each security’s duration.

Equity Securities: 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 Securities: 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); and other non-equity securities that pay dividends.

Foreign Investments: Securities of foreign issuers, securities or contracts traded or acquired in foreign markets or on foreign exchanges, or securities or contracts payable or denominated in foreign currencies.

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

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  97

organized outside the United States, and (4) foreign governments and agencies or instrumentalities of foreign governments.

Investment-Grade: A fixed-income security is investment-grade if it is rated in the four highest categories by a nationally-recognized statistical rating organization (“NRSRO”) or unrated securities that Advisors determines are of comparable quality.

U. S. Government Securities: Securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities.

FINANCIAL HIGHLIGHTS

          The Financial Highlights table is intended to help you understand the Funds’ financial performance for the past five years (or, if a Fund has not been in operation for five years, since commencement of operations). Certain information reflects financial results for a single share of a Fund. The total returns in the table show the rates that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions).

          PricewaterhouseCoopers LLP serves as the Funds’ independent registered public accounting firm and has audited the financial statements of the Funds for each of the periods presented in the three-year period ended September 30, 2007. Their report appears in the Trust’s Annual Report, which is available without charge upon request. Information reported for fiscal periods before 2005 was audited by the Funds’ former independent registered public accounting firm.

98Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

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TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  99

FINANCIAL HIGHLIGHTS	(continued)
GROWTH & INCOME FUND

				Selected Per Share Data
						Investment Operations						Distributions
	For the Years Ended			Net Asset Value, Beginning of Period		Net Investment Income(a)		Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Period
Institutional Class		9/30/2007		$	8.66	$	0.17	$	2.06	$	2.23	$	(0.17	)	$	(0.39	)	$	(0.56	)	$	10.33
		9/30/2006			9.05		0.14		0.76		0.90		(0.15	)		(1.14	)		(1.29	)		8.66
		9/30/2005			8.12		0.18		0.93		1.11		(0.18	)		—			(0.18	)		9.05
		9/30/2004			7.36		0.12		0.76		0.88		(0.12	)		—			(0.12	)		8.12
		9/30/2003			6.14		0.10		1.22		1.32		(0.10	)		—			(0.10	)		7.36
Retirement Class		9/30/2007			8.76		0.15		2.08		2.23		(0.16	)		(0.39	)		(0.55	)		10.44
		9/30/2006			9.12		0.12		0.77		0.89		(0.11	)		(1.14	)		(1.25	)		8.76
		9/30/2005			8.16		0.13		0.95		1.08		(0.12	)		—			(0.12	)		9.12
		9/30/2004			7.39		0.10		0.75		0.85		(0.08	)		—			(0.08	)		8.16
		9/30/2003	(b)		6.14		0.07		1.22		1.29		(0.04	)		—			(0.04	)		7.39
Retail Class		9/30/2007			10.27		0.18		2.47		2.65		(0.17	)		(0.39	)		(0.56	)		12.36
		9/30/2006	(c)		10.00		0.08		0.24		0.32		(0.05	)		—			(0.05	)		10.27

100Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

							Ratios and Supplemental Data
	For the Periods Ended			Total Return			Net Assets, End of Period (000’s)		Ratio of Expenses to Average Net Assets					(f)	Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate
									Total		(e)	Net
Institutional Class		9/30/2007			26.84	%	$	105,476		0.55	%		0.13	%		1.81	%		84	%
		9/30/2006			10.87			97,494		0.42			0.13			1.58			133
		9/30/2005			13.70			141,199		0.15			0.15			2.04			223
		9/30/2004			11.89			625,503		0.14			0.14			1.46			77
		9/30/2003			21.62			505,404		0.15			0.14			1.48			150
Retirement Class		9/30/2007			26.44			204,746		0.81			0.38			1.52			84
		9/30/2006			10.62			86,918		0.74			0.40			1.36			133
		9/30/2005			13.32			58,731		0.46			0.46			1.43			223
		9/30/2004			11.47			35,874		0.53			0.44			1.17			77
		9/30/2003	(b)		21.14			8,027		0.48			0.47			1.02			150
Retail Class		9/30/2007			26.67			635,012		1.00			0.24			1.58			84
		9/30/2006	(c)		3.22			2,632		4.10	(d)		0.43	(d)		1.55	(d)		133

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Retirement Class commenced operations on October 1, 2002.
(c)	The Retail Class commenced operations on March 31, 2006.
(d)	The percentages shown for this period are annualized.
(e)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(f)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  101

FINANCIAL HIGHLIGHTS	(continued)
INTERNATIONAL EQUITY FUND

				Selected Per Share Data
						Investment Operations						Distributions
	For the Periods Ended			Net Asset Value, Beginning of Period		Net Investment Income(a)		Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Period
Institutional Class		9/30/07		$	13.45	$	0.20	$	3.49	$	3.69	$	(0.22	)	$	(1.94	)	$	(2.16	)	$	14.98
		9/30/06			12.17		0.19		2.15		2.34		(0.22	)		(0.84	)		(1.06	)		13.45
		9/30/05			10.29		0.21		2.43		2.64		(0.20	)		(0.56	)		(0.76	)		12.17
		9/30/04			8.56		0.20		1.69		1.89		(0.16	)		—			(0.16	)		10.29
		9/30/03			6.86		0.17		1.65		1.82		(0.12	)		—			(0.12	)		8.56
Retirement Class		9/30/07			13.72		0.19		3.54		3.73		(0.19	)		(1.94	)		(2.13	)		15.32
		9/30/06			12.41		0.16		2.13		2.29		(0.14	)		(0.84	)		(0.98	)		13.72
		9/30/05			10.49		0.19		2.40		2.59		(0.11	)		(0.56	)		(0.67	)		12.41
		9/30/04			8.65		0.17		1.69		1.86		(0.02	)		—			(0.02	)		10.49
		9/30/03	(b)		6.86		0.13		1.66		1.79		—			—			—			8.65
Retail Class		9/30/07			10.63		0.22		2.59		2.81		(0.21	)		(1.94	)		(2.15	)		11.29
		9/30/06	(c)		10.00		0.05		0.58		0.63		—			—			—			10.63

102Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

					Ratios and Supplemental Data
	For the Periods Ended		Total Return		Net Assets, End of Period (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
						Total	(e)	Net	(f)
Institutional Class	9/30/07		30.49	%	$ 807,072	0.58	%	0.58	%	1.47	%	179	%
	9/30/06		20.60		649,747	0.45		0.45		1.48		164
	9/30/05		26.45		668,009	0.21		0.21		1.89		147
	9/30/04		22.17		528,959	0.20		0.20		1.98		151
	9/30/03		26.90		370,026	0.27		0.20		2.20		156
Retirement Class	9/30/07		30.16		1,216,121	0.84		0.80		1.36		179
	9/30/06		19.68		519,870	0.76		0.74		1.27		164
	9/30/05		25.34		231,867	0.56		0.56		1.67		147
	9/30/04		21.45		77,400	0.58		0.55		1.63		151
	9/30/03	(b)	26.15		9,863	0.61		0.54		1.61		156
Retail Class	9/30/07		30.34		526,418	0.95		0.75		2.02		179
	9/30/06	(c)	6.30		13,943	1.36	(d)	0.80	(d)	0.94	(d)	164

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Retirement Class commenced operations on October 1, 2002.
(c)	The Retail Class commenced operations on March 31, 2006.
(d)	The percentages shown for this period are annualized.
(e)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(f)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  103

FINANCIAL HIGHLIGHTS (continued)

LARGE-CAP GROWTH FUND

			Selected Per Share Data
				Investment Operations						Distributions
	For the Periods Ended	(b)	Net Asset Value, Beginning of Period	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income		From Net Realized Gains	Total Distributions		Net Asset Value, End of Period
Institutional Class	9/30/07		$ 9.68	$ 0.10		$ 2.31		$ 2.41		$ (0.05	)	$ —	$ (0.05	)	$ 12.04
	9/30/06		10.00	0.05		(0.37	)	(0.32	)	—		—	—		9.68
Retirement Class	9/30/07		9.67	0.18		2.19		2.37		(0.04	)	—	(0.04	)	12.00
	9/30/06		10.00	0.03		(0.36	)	(0.33	)	—		—	—		9.67
Retail Class	9/30/07		9.67	0.09		2.31		2.40		(0.05	)	—	(0.05	)	12.02
	9/30/06		10.00	0.03		(0.36	)	(0.33	)	—		—	—		9.67

104  Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

					Ratios and Supplemental Data
	For the Periods Ended		Total Return		Net Assets, End of Period (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
		(b)				Total	(e)	Net	(f)
Institutional Class	9/30/07		24.97	%	$ 169,352	0.65	%	0.13	%	0.95	%	189	%
	9/30/06		(3.20	)(c)	12,465	1.97	(d)	0.13	(d)	0.97	(d)	81
Retirement Class	9/30/07		24.67		28,308	0.94		0.38		1.67		189
	9/30/06		(3.30	)(c)	2,145	6.76	(d)	0.38	(d)	0.69	(d)	81
Retail Class	9/30/07		24.89		439,678	1.22		0.21		0.82		189
	9/30/06		(3.30	)(c)	2,196	5.35	(d)	0.43	(d)	0.61	(d)	81

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Fund commenced operations on March 31, 2006.
(c)	The percentages shown for this period are not annualized.
(d)	The percentages shown for this period are annualized.
(e)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(f)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds  •  Retirement Class  §  Prospectus   105

FINANCIAL HIGHLIGHTS (continued)

LARGE-CAP VALUE FUND

			Selected Per Share Data
					Investment Operations						Distributions
	For the Years Ended		Net Asset Value, Beginning of Year		NetInvestmentIncome(a)		Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From NetInvestmentIncome			From Net Realized Gains			Total Distributions			Net Asset Value, End of Year
Institutional Class		9/30/07		$ 15.73		$ 0.30		$ 2.10		$ 2.40		$ (0.26	)		$ (0.85	)		$ (1.11	)		$ 17.02
		9/30/06		14.41		0.27		1.75		2.02		(0.22	)		(0.48	)		(0.70	)		15.73
		9/30/05		13.40		0.30		1.92		2.22		(0.23	)		(0.98	)		(1.21	)		14.41
		9/30/04		11.59		0.28		2.22		2.50		(0.14	)		(0.55	)		(0.69	)		13.40
		9/30/03		9.16		0.25		2.22		2.47		(0.04	)		—			(0.04	)		11.59
Retirement Class		9/30/07		15.68		0.26		2.10		2.36		(0.23	)		(0.85	)		(1.08	)		16.96
		9/30/06		14.43		0.23		1.75		1.98		(0.25	)		(0.48	)		(0.73	)		15.68
		9/30/05		13.41		0.26		1.90		2.16		(0.16	)		(0.98	)		(1.14	)		14.43
		9/30/04		11.55		0.24		2.23		2.47		(0.06	)		(0.55	)		(0.61	)		13.41
		9/30/03		9.16		0.21		2.24		2.45		(0.06	)		—			(0.06	)		11.55
Retail Class		9/30/07		15.36		0.28		2.06		2.34		(0.25	)		(0.85	)		(1.10	)		16.60
		9/30/06		14.17		0.25		1.71		1.96		(0.29	)		(0.48	)		(0.77	)		15.36
		9/30/05		13.25		0.26		1.88		2.14		(0.24	)		(0.98	)		(1.22	)		14.17
		9/30/04		11.52		0.24		2.21		2.45		(0.17	)		(0.55	)		(0.72	)		13.25
		9/30/03		9.16		0.22		2.20		2.42		(0.06	)		—			(0.06	)		11.52

106Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

					Ratios and Supplemental Data
	For the Years Ended	Total Return			Net Assets, End of Year (000’s)		Ratio of Expenses to Average Net Assets						Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate
							Total		(b)	Net		(c)
Institutional Class	9/30/07		15.71	%		$ 487,144		0.52	%		0.50	%		1.78	%		136	%
	9/30/06		14.47			215,614		0.38			0.38			1.84			115
	9/30/05		16.73			216,512		0.14			0.14			2.11			113
	9/30/04		21.96			31,289		0.17			0.14			2.20			154
	9/30/03		26.98			14,822		0.21			0.14			2.31			185
Retirement Class	9/30/07		15.51			500,511		0.75			0.73			1.55			136
	9/30/06		14.21			257,287		0.68			0.67			1.54			115
	9/30/05		16.23			159,064		0.48			0.48			1.82			113
	9/30/04		21.59			69,314		0.51			0.48			1.87			154
	9/30/03		26.94			9,943		0.54			0.47			1.89			185
Retail Class	9/30/07		15.70			115,149		0.71			0.55			1.72			136
	9/30/06		14.35			198,739		0.53			0.53			1.69			115
	9/30/05		16.35			170,748		0.44			0.44			1.87			113
	9/30/04		21.67			137,166		0.49			0.44			1.89			154
	9/30/03		26.47			85,349		0.51			0.44			1.99			185

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  107

FINANCIAL HIGHLIGHTS (continued)

MID-CAP GROWTH FUND

		Selected Per Share Data
				Investment Operations							Distributions
	For the Years Ended	Net Asset Value, Beginning of Year		Net Investment Income		(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Year
Institutional Class	9/30/07		$ 17.01		$ 0.03			$ 4.20		$ 4.23		$ (0.05	)		$ (0.86	)		$ (0.91	)		$ 20.33
	9/30/06		17.01		0.06			0.41		0.47		(0.02	)		(0.45	)		(0.47	)		17.01
	9/30/05		14.30		0.06			3.33		3.39		(0.01	)		(0.67	)		(0.68	)		17.01
	9/30/04		13.02		0.05			1.76		1.81		(0.03	)		(0.50	)		(0.53	)		14.30
	9/30/03		9.21		0.04			3.77		3.81		—			(0.00	)(b)		(0.00	)(b)		13.02
Retirement Class	9/30/07		16.84		(0.00	)(b)		4.16		4.16		(0.02	)		(0.86	)		(0.88	)		20.12
	9/30/06		16.88		0.02			0.39		0.41		(0.00	)(b)		(0.45	)		(0.45	)		16.84
	9/30/05		14.23		0.01			3.31		3.32		(0.00	)(b)		(0.67	)		(0.67	)		16.88
	9/30/04		12.97		0.00	)(b)		1.76		1.76		—			(0.50	)		(0.50	)		14.23
	9/30/03		9.21		0.00	)(b)		3.76		3.76		(0.00	)(b)		(0.00	)(b)		(0.00	)(b)		12.97
Retail Class	9/30/07		16.85		0.00	)(b)		4.17		4.17		(0.02	)		(0.86	)		(0.88	)		20.14
	9/30/06		16.89		0.02			0.40		0.42		(0.01	)		(0.45	)		(0.46	)		16.85
	9/30/05		14.23		0.01			3.32		3.33		(0.00	)(b)		(0.67	)		(0.67	)		16.89
	9/30/04		12.98		0.00	)(b)		1.75		1.75		(0.00	)(b)		(0.50	)		(0.50	)		14.23
	9/30/03		9.21		0.00	)(b)		3.77		3.77		(0.00	)(b)		(0.00	)(b)		(0.00	)(b)		12.98

108Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

				Ratios and Supplemental Data
	For the Years Ended	Total Return		Net Assets, End of Year (000’s)		Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income (Loss) to Average Net Assets		Portfolio Turnover Rate
						Total	(c)	Net	(d)
Institutional Class	9/30/07	25.76	%	$	51,145	0.59	%	0.55	%	0.18	%	127	%
	9/30/06	2.72			34,088	0.50		0.43		0.36		147
	9/30/05	24.12			20,808	0.15		0.15		0.39		115
	9/30/04	13.88			3,684	0.17		0.14		0.32		148
	9/30/03	41.37			1,887	0.39		0.14		0.31		162
Retirement Class	9/30/07	25.54			313,908	0.84		0.78		(0.05	)	127
	9/30/06	2.42			164,771	0.72		0.69		0.13		147
	9/30/05	23.72			131,943	0.48		0.48		0.06		115
	9/30/04	13.48			74,600	0.54		0.48		(0.01	)	148
	9/30/03	40.85			25,519	0.73		0.47		(0.02	)	162
Retail Class	9/30/07	25.66			84,847	0.90		0.70		0.03		127
	9/30/06	2.37			68,416	0.68		0.68		0.13		147
	9/30/05	23.80			62,481	0.44		0.44		0.09		115
	9/30/04	13.48			48,508	0.51		0.44		0.02		148
	9/30/03	40.96			22,004	0.69		0.44		0.01		162

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Amount represents less than $0.01 per share.
(c)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(d)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  109

FINANCIAL HIGHLIGHTS (continued)

MID-CAP VALUE FUND

		Selected Per Share Data
				Investment Operations							Distributions
	For the Years Ended	Net Asset Value, Beginning of Year		Net Investment Income		(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Year
Institutional Class	9/30/07	$ 18.59		$ 0.35			$ 3.33		$ 3.68		$ (0.31		)	$ (1.62		)	$ (1.93		)	$ 20.34
	9/30/06		17.57		0.26			1.87		2.13		(0.23	)		(0.88	)		(1.11	)		18.59
	9/30/05		14.44		0.30			3.62		3.92		(0.22	)		(0.57	)		(0.79	)		17.57
	9/30/04		12.02		0.26			2.74		3.00		(0.13	)		(0.45	)		(0.58	)		14.44
	9/30/03		9.03		0.22			2.81		3.03		(0.04	)		—			(0.04	)		12.02
Retirement Class	9/30/07		18.51		0.29			3.32		3.61		(0.27	)		(1.62	)		(1.89	)		20.23
	9/30/06		17.52		0.21			1.87		2.08		(0.21	)		(0.88	)		(1.09	)		18.51
	9/30/05		14.38		0.25			3.60		3.85		(0.14	)		(0.57	)		(0.71	)		17.52
	9/30/04		11.95		0.21			2.73		2.94		(0.06	)		(0.45	)		(0.51	)		14.38
	9/30/03		9.03		0.18			2.80		2.98		(0.06	)		—			(0.06	)		11.95
Retail Class	9/30/07		18.34		0.32			3.29		3.61		(0.29	)		(1.62	)		(1.91	)		20.04
	9/30/06		17.36		0.22			1.85		2.07		(0.22	)		(0.87	)		(1.09	)		18.34
	9/30/05		14.27		0.25			3.57		3.82		(0.16	)		(0.57	)		(0.73	)		17.36
	9/30/04		11.97		0.22			2.71		2.93		(0.18	)		(0.45	)		(0.63	)		14.27
	9/30/03		9.03		0.19			2.80		2.99		(0.05	)		—			(0.05	)		11.97

110Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

				Ratios and Supplemental Data
	For the Years Ended	Total Return		Net Assets, End of Year (000’s)		Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
						Total	(b)	Net	(c)
Institutional Class	9/30/07	21.03	%	$	58,763	0.53	%	0.53	%	1.76	%	90	%
	9/30/06	12.68			38,173	0.47		0.43		1.46		131
	9/30/05	27.63			25,868	0.15		0.15		1.82		110
	9/30/04	25.36			8,042	0.17		0.14		1.88		173
	9/30/03	33.63			4,009	0.32		0.14		2.05		215
Retirement Class	9/30/07	20.70			600,104	0.78		0.78		1.47		90
	9/30/06	12.42			318,024	0.69		0.68		1.20		131
	9/30/05	27.20			266,360	0.48		0.48		1.50		110
	9/30/04	24.82			92,268	0.52		0.48		1.54		173
	9/30/03	33.27			15,669	0.65		0.47		1.52		215
Retail Class	9/30/07	20.87			198,698	0.79		0.63		1.65		90
	9/30/06	12.51			125,871	0.63		0.63		1.25		131
	9/30/05	27.23			95,608	0.44		0.44		1.53		110
	9/30/04	24.89			40,706	0.51		0.44		1.58		173
	9/30/03	33.29			9,476	0.62		0.44		1.83		215

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  111

FINANCIAL HIGHLIGHTS (continued)

SMALL-CAP EQUITY FUND

		Selected Per Share Data
				Investment Operations							Distributions
	For the Years Ended	Net Asset Value, Beginning of Year		Net Investment Income		(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Year
Institutional Class	9/30/07	$ 15.91		$ 0.19			$ 0.99		$ 1.18		$ (0.11		)	$ (1.55		)	$ (1.66		)	$ 15.43
	9/30/06		15.84		0.10			1.41		1.51		(0.11	)		(1.33	)		(1.44	)		15.91
	9/30/05		14.29		0.17			2.20		2.37		(0.12	)		(0.70	)		(0.82	)		15.84
	9/30/04		12.68		0.14			2.48		2.62		(0.08	)		(0.93	)		(1.01	)		14.29	(b)
	9/30/03		9.27		0.14			3.29		3.43		(0.02	)		—			(0.02	)		12.68
Retirement Class	9/30/07		15.73		0.15			0.98		1.13		(0.08	)		(1.55	)		(1.63	)		15.23
	9/30/06		15.71		0.06			1.40		1.46		(0.11	)		(1.33	)		(1.44	)		15.73
	9/30/05		14.20		0.12			2.19		2.31		(0.10	)		(0.70	)		(0.80	)		15.71
	9/30/04		12.62		0.09			2.46		2.55		(0.04	)		(0.93	)		(0.97	)		14.20	(b)
	9/30/03		9.27		0.11			3.28		3.39		(0.04	)		—			(0.04	)		12.62
Retail Class	9/30/07		15.66		0.15			1.01		1.16		(0.09	)		(1.55	)		(1.64	)		15.18
	9/30/06		15.65		0.07			1.39		1.46		(0.12	)		(1.33	)		(1.45	)		15.66
	9/30/05		14.15		0.14			2.19		2.33		(0.13	)		(0.70	)		(0.83	)		15.65
	9/30/04		12.64		0.12			2.45		2.57		(0.13	)		(0.93	)		(1.06	)		14.15	(b)
	9/30/03		9.27		0.12			3.29		3.41		(0.04	)		—			(0.04	)		12.64

112Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

				Ratios and Supplemental Data
	For the Years Ended	Total Return		Net Assets, End of Year (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
					Total	(c)	Net	(d)
Institutional Class	9/30/07	7.43	%	$181,032	0.57	%	0.55	%	1.16	%	127	%
	9/30/06	10.15		115,273	0.43		0.41		0.66		264
	9/30/05	16.69		116,652	0.15		0.15		1.11		273
	9/30/04	20.98	(b)	45,429	0.20		0.14		1.03		295
	9/30/03	37.12		18,702	0.62		0.14		1.25		328
Retirement Class	9/30/07	7.15		267,273	0.81		0.78		0.92		127
	9/30/06	9.90		216,828	0.72		0.69		0.39		264
	9/30/05	16.35		170,413	0.48		0.48		0.78		273
	9/30/04	20.53	(b)	116,445	0.54		0.48		0.68		295
	9/30/03	36.65		29,036	0.95		0.47		0.89		328
Retail Class	9/30/07	7.39		68,843	0.86		0.69		0.95		127
	9/30/06	9.97		85,719	0.61		0.61		0.48		264
	9/30/05	16.55		71,400	0.32		0.30		0.97		273
	9/30/04	20.70	(b)	61,937	0.38		0.30		0.87		295
	9/30/03	36.90		28,139	0.78		0.30		1.10		328

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	During the year ended September 30, 2004, the Small-Cap Equity Fund was reimbursed by the Adviser for an investment loss resulting from an overstatement of cash available for investment. Had the Fund not been reimbursed, the net asset value and total return for the Retirement Class would have been $14.19 and 20.44%, respectively, and the net asset value and total return for the Institutional Class would have been $14.28 and 20.86%, respectively. There was no change to the net asset value or total return for the Retail Class.
(c)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(d)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  113

FINANCIAL HIGHLIGHTS	(continued)
LARGE-CAP GROWTH INDEX FUND

		Selected Per Share Data
			Investment Operations				Distributions
	For the Years Ended	Net Asset Value, Beginning of Year	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Institutional Class	9/30/07	$ 11.84	$ 0.14		$ 2.09	$ 2.23	$ (0.28	)	$ (0.01	)	$ (0.29	)	$13.78
	9/30/06	11.33	0.13		0.54	0.67	(0.09	)	(0.07	)	(0.16	)	11.84
	9/30/05	10.48	0.12		1.07	1.19	(0.15	)	(0.19	)	(0.34	)	11.33
	9/30/04	11.63	0.11		0.80	0.91	(0.21	)	(1.85	)	(2.06	)	10.48
	9/30/03	9.29	0.11		2.27	2.38	(0.04	)	—		(0.04	)	11.63
Retirement Class	9/30/07	11.91	0.12		2.10	2.22	(0.26	)	(0.01	)	(0.27	)	13.86
	9/30/06	11.47	0.10		0.53	0.63	(0.12	)	(0.07	)	(0.19	)	11.91
	9/30/05	10.56	0.12		1.04	1.16	(0.06	)	(0.19	)	(0.25	)	11.47
	9/30/04	11.60	0.05		0.82	0.87	(0.06	)	(1.85	)	(1.91	)	10.56
	9/30/03	9.29	0.07		2.27	2.34	(0.03	)	—		(0.03	)	11.60

114Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

				Ratios and Supplemental Data
	For the Years Ended	Total Return		Net Assets, End of Year (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
					Total	(b)	Net	(c)
Institutional Class	9/30/07	19.15	%	$ 272,610	0.12	%	0.08	%	1.10	%	53	%
	9/30/06	5.94		552,918	0.08		0.08		1.14		40
	9/30/05	11.41		464,761	0.08		0.08		1.08		61
	9/30/04	7.35		35,800	0.11		0.08		0.97		19
	9/30/03	25.68		34,647	0.13		0.08		1.02		19
Retirement Class	9/30/07	18.91		87,924	0.38		0.33		0.93		53
	9/30/06	5.53		42,719	0.43		0.36		0.86		40
	9/30/05	11.04		22,402	0.43		0.43		1.04		61
	9/30/04	7.03		18,405	0.52		0.42		0.46		19
	9/30/03	25.21		200	0.46		0.41		0.68		19

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  115

FINANCIAL HIGHLIGHTS	(continued)
LARGE-CAP VALUE INDEX FUND

		Selected Per Share Data
			Investment Operations				Distributions
	For the Years Ended	Net Asset Value, Beginning of Year	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Institutional Class	9/30/07	$ 15.93	$ 0.41		$ 1.80	$ 2.21	$ (0.59	)	$ (0.66	)	$ (1.25	)	$ 16.89
	9/30/06	14.50	0.36		1.68	2.04	(0.29	)	(0.32	)	(0.61	)	15.93
	9/30/05	13.05	0.34		1.77	2.11	(0.27	)	(0.39	)	(0.66	)	14.50
	9/30/04	11.41	0.29		1.99	2.28	(0.31	)	(0.33	)	(0.64	)	13.05
	9/30/03	9.26	0.26		1.97	2.23	(0.08	)	—		(0.08	)	11.41
Retirement Class	9/30/07	16.09	0.38		1.82	2.20	(0.57	)	(0.66	)	(1.23	)	17.06
	9/30/06	14.52	0.32		1.68	2.00	(0.11	)	(0.32	)	(0.43	)	16.09
	9/30/05	13.07	0.29		1.79	2.08	(0.24	)	(0.39	)	(0.63	)	14.52
	9/30/04	11.38	0.25		1.98	2.23	(0.21	)	(0.33	)	(0.54	)	13.07
	9/30/03	9.26	0.23		1.96	2.19	(0.07	)	—		(0.07	)	11.38

116Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

				Ratios and Supplemental Data
	For the Years Ended	Total Return		Net Assets, End of Year (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
					Total	(b)	Net	(c)
Institutional Class	9/30/07	14.36	%	$ 363,498	0.11	%	0.08	%	2.48	%	60	%
	9/30/06	14.54		518,223	0.08		0.08		2.45		49
	9/30/05	16.50		433,383	0.08		0.08		2.42		65
	9/30/04	20.25		142,252	0.10		0.08		2.34		44
	9/30/03	24.20		89,164	0.16		0.08		2.49		63
Retirement Class	9/30/07	14.17		101,949	0.32		0.30		2.26		60
	9/30/06	14.14		37,069	0.51		0.35		2.10		49
	9/30/05	16.18		778	0.44		0.44		2.07		65
	9/30/04	19.82		200	0.97		0.44		1.99		44
	9/30/03	23.77		161	0.48		0.40		2.17		63

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  117

FINANCIAL HIGHLIGHTS (continued)

EQUITY INDEX FUND

	Selected Per Share Data
						Investment Operations							Distributions
	For the Periods Ended			Net Asset Value, Beginning of Period		Net Investment Income		(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From NetInvestmentIncome			From Net Realized Gains			Total Distributions			Net Asset Value, End of Period
Institutional Class		9/30/07		$	10.09	$	0.20		$	1.44	$	1.64	$	(0.17	)	$	(0.10	)	$	(0.27	)	$	11.46
		9/30/06			9.97		0.17			0.78		0.95		(0.17	)		(0.66	)		(0.83	)		10.09
		9/30/05			8.85		0.18			1.09		1.27		(0.15	)		—			(0.15	)		9.97
		9/30/04			8.07		0.15			0.99		1.14		(0.29	)		(0.07	)		(0.36	)		8.85
		9/30/03			6.48		0.13			1.53		1.66		(0.05	)		(0.02	)		(0.07	)		8.07
Retirement Class		9/30/07			10.24		0.17			1.48		1.65		(0.17	)		(0.10	)		(0.27	)		11.62
		9/30/06	(b)		10.00		0.07			0.17		0.24		—			—			—			10.24
Retail Class		9/30/07			10.25		0.18			1.47		1.65		(0.17	)		(0.10	)		(0.27	)		11.63
		9/30/06	(c)		10.00		0.08			0.17		0.25		—			—			—			10.25

118Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

							Ratios and Supplemental Data
	For the Periods Ended			Total Return			Net Assets, End of Period (000’s			Ratio of Expenses to Average Net Assets						Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate
									)	Total		(f)	Net		(g)
Institutional Class		9/30/07			16.49	%	$	844,429			0.09	%		0.08	%		1.79	%		16	%
		9/30/06			10.08			633,027			0.08			0.08			1.74			32
		9/30/05			14.40			606,341			0.09			0.09			1.94			24
		9/30/04			14.17			766,707			0.08			0.08			1.67			26
		9/30/03			25.79			1,355,731			0.09			0.08			1.71			5
Retirement Class		9/30/07			16.29			9,479			0.36			0.33			1.54			16
		9/30/06	(b)		2.40	(d)		1,909			4.07	(e)		0.34	(e)		1.39	(e)		32
Retail Class		9/30/07			16.30			440,181			0.43			0.22			1.62			16
		9/30/06	(c)		2.50	(d)		7,115			1.49	(e)		0.24	(e)		1.53	(e)		32

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Retirement Class commenced operations on March 31, 2006.
(c)	The Retail Class commenced operations on March 31, 2006
(d)	The percentages shown for this period are not annualized.
(e)	The percentages shown for this period are annualized.
(f)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(g)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  119

FINANCIAL HIGHLIGHTS (continued)

S&P 500 INDEX FUND

			Selected Per Share Data
					Investment Operations							Distributions
	For the Years Ended		Net Asset Value, Beginning of Year		Net Investment Income		(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Year
Institutional Class		9/30/07	$	15.36	$	0.31		$	2.17	$	2.48	$	(0.27	)	$	(0.03	)	$	(0.30	)	$	17.54
		9/30/06		14.08		0.27			1.22		1.49		(0.18	)		(0.03	)		(0.21	)		15.36
		9/30/05		12.92		0.26			1.31		1.57		(0.21	)		(0.20	)		(0.41	)		14.08
		9/30/04		11.52		0.21			1.36		1.57		(0.17	)		—			(0.17	)		12.92
		9/30/03		9.32		0.18			2.07		2.25		(0.05	)		—			(0.05	)		11.52
Retirement Class		9/30/07		15.29		0.27			2.16		2.43		(0.24	)		(0.03	)		(0.27	)		17.45
		9/30/06		14.08		0.23			1.22		1.45		(0.21	)		(0.03	)		(0.24	)		15.29
		9/30/05		12.95		0.22			1.29		1.51		(0.18	)		(0.20	)		(0.38	)		14.08
		9/30/04		11.48		0.17			1.36		1.53		(0.06	)		—			(0.06	)		12.95
		9/30/03		9.32		0.14			2.07		2.21		(0.05	)		—			(0.05	)		11.48

120Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

						Ratios and Supplemental Data
	For the Years Ended		Total Return			Net Assets, End of Year (000’s			Ratio of Expenses to Average Net Assets						Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate
								)	Total		(b)	Net		(c)
Institutional Class		9/30/07		16.35	%	$	942,556			0.07	%		0.07	%		1.88	%		18	%
		9/30/06		10.70			783,876			0.07			0.07			1.86			25
		9/30/05		12.20			526,899			0.08			0.08			1.92			38
		9/30/04		13.63			167,621			0.11			0.08			1.68			21
		9/30/03		24.23			77,569			0.17			0.08			1.68			20
Retirement Class		9/30/07		16.05			231,854			0.32			0.32			1.63			18
		9/30/06		10.39			149,408			0.37			0.37			1.56			25
		9/30/05		11.69			98,508			0.44			0.44			1.65			38
		9/30/04		13.29			54,914			0.48			0.44			1.31			21
		9/30/03		23.77			12,860			0.51			0.43			1.27			20

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  121

FINANCIAL HIGHLIGHTS (continued)

MID-CAP GROWTH INDEX FUND

		Selected Per Share Data
			Investment Operations				Distributions
	For the Years Ended	Net Asset Value, Beginning of Year	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Institutional Class	9/30/07	$ 14.30	$ 0.13		$ 2.73	$ 2.86	$  (0.10	)	$  (0.80	)	$  (0.90	)	$ 16.26
	9/30/06	14.36	0.12		0.85	0.97	(0.08	)	(0.95	)	(1.03	)	14.30
	9/30/05	12.85	0.07		2.81	2.88	(0.06	)	(1.31	)	(1.37	)	14.36
	9/30/04	12.94	0.06		1.67	1.73	(0.06	)	(1.76	)	(1.82	)	12.85
	9/30/03	9.35	0.04		3.57	3.61	(0.02	)	0.00	(b)	(0.02	)	12.94
Retirement Class	9/30/07	14.25	0.10		2.71	2.81	(0.10	)	(0.80	)	(0.90	)	16.16
	9/30/06	14.29	0.08		0.85	0.93	(0.02	)	(0.95	)	(0.97	)	14.25
	9/30/05	12.83	0.03		2.79	2.82	(0.05	)	(1.31	)	(1.36	)	14.29
	9/30/04	12.91	0.01		1.68	1.69	(0.01	)	(1.76	)	(1.77	)	12.83
	9/30/03	9.35	0.01		3.55	3.56	(0.00	)(b)	(0.00	)(b)	(0.00	)(b)	12.91

122Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

				Ratios and Supplemental Data
	For the Years Ended	Total Return		Net Assets, End of Year (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
					Total(c)		Net(d)
Institutional Class	9/30/07	20.88	%	$ 48,316	0.48	%	0.08	%	0.86	%	70	%
	9/30/06	6.88		36,255	0.41		0.08		0.84		72
	9/30/05	23.36		29,431	0.09		0.09		0.55		42
	9/30/04	13.50		23,893	0.11		0.08		0.46		32
	9/30/03	38.64		21,450	0.15		0.08		0.38		35
Retirement Class	9/30/07	20.55		24,565	0.75		0.33		0.63		70
	9/30/06	6.60		10,121	0.94		0.35		0.54		72
	9/30/05	22.86		445	0.45		0.45		0.19		42
	9/30/04	13.15		344	0.73		0.44		0.10		32
	9/30/03	38.14		303	0.48		0.41		0.06		35

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Amount represents less than $0.01 per share.
(c)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(d)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  123

FINANCIAL HIGHLIGHTS (continued)

MID-CAP VALUE INDEX FUND

		Selected Per Share Data
			Investment Operations			Distributions
	For the Years Ended	Net Asset Value, Beginning of Year	Net Investment Income(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Institutional Class	9/30/07	$ 16.20	$ 0.37	$ 1.79	$ 2.16	$  (0.20	)	$  (0.76	)	$  (0.96	)	$ 17.40
	9/30/06	16.55	0.33	1.47	1.80	(0.31	)	(1.84	)	(2.15	)	16.20
	9/30/05	14.23	0.33	3.24	3.57	(0.30	)	(0.95	)	(1.25	)	16.55
	9/30/04	11.83	0.29	2.66	2.95	(0.26	)	(0.29	)	(0.55	)	14.23
	9/30/03	9.30	0.25	2.36	2.61	(0.08	)	—		(0.08	)	11.83
Retirement Class	9/30/07	16.40	0.33	1.82	2.15	(0.19	)	(0.76	)	(0.95	)	17.60
	9/30/06	16.52	0.28	1.49	1.77	(0.05	)	(1.84	)	(1.89	)	16.40
	9/30/05	14.20	0.28	3.25	3.53	(0.26	)	(0.95	)	(1.21	)	16.52
	9/30/04	11.80	0.24	2.65	2.89	(0.20	)	(0.29	)	(0.49	)	14.20
	9/30/03	9.30	0.21	2.36	2.57	(0.07	)	—		(0.07	)	11.80

124Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

				Ratios and Supplemental Data
	For the Years Ended	Total Return		Net Assets, End of Year (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
					Total(b)		Net(c)
Institutional Class	9/30/07	13.68	%	$ 126,598	0.22	%	0.08	%	2.13	%	58	%
	9/30/06	12.10		59,187	0.29		0.08		2.11		76
	9/30/05	26.14		47,420	0.08		0.08		2.17		43
	9/30/04	25.36		37,010	0.09		0.08		2.16		23
	9/30/03	28.21		29,797	0.16		0.08		2.38		24
Retirement Class	9/30/07	13.41		59,559	0.46		0.33		1.87		58
	9/30/06	11.77		20,433	0.71		0.35		1.79		76
	9/30/05	25.80		289	0.44		0.44		1.81		43
	9/30/04	24.92		200	1.00		0.44		1.81		23
	9/30/03	27.78		308	0.48		0.40		2.04		24

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  125

FINANCIAL HIGHLIGHTS	(continued)
MID-CAP BLEND INDEX FUND

		Selected Per Share Data
			Investment Operations			Distributions
	For the Years Ended	Net Asset Value, Beginning of Year	Net Investment Income(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Institutional Class	9/30/07	$17.22	$0.28	$2.68	$2.96	$ (0.21	)	$ (0.74	)	$ (0.95	)	$19.23
	9/30/06	16.85	0.25	1.26	1.51	(0.22	)	(0.92	)	(1.14	)	17.22
	9/30/05	14.34	0.23	3.26	3.49	(0.21	)	(0.77	)	(0.98	)	16.85
	9/30/04	12.36	0.20	2.29	2.49	(0.17	)	(0.34	)	(0.51	)	14.34
	9/30/03	9.39	0.16	2.86	3.02	(0.05	)	—		(0.05	)	12.36
Retirement Class	9/30/07	17.35	0.23	2.71	2.94	(0.19	)	(0.74	)	(0.93	)	19.36
	9/30/06	16.90	0.20	1.27	1.47	(0.10	)	(0.92	)	(1.02	)	17.35
	9/30/05	14.35	0.18	3.27	3.45	(0.13	)	(0.77	)	(0.90	)	16.90
	9/30/04	12.33	0.16	2.28	2.44	(0.08	)	(0.34	)	(0.42	)	14.35
	9/30/03	9.38	0.13	2.86	2.99	(0.04	)	—		(0.04	)	12.33

126Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

				Ratios and Supplemental Data
	For the Years Ended	Total Return		Net Assets, End of Year (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
					Total(b)		Net(c)
Institutional Class	9/30/07	17.70	%	$111,763	0.23	%	0.08	%	1.49	%	53	%
	9/30/06	9.34		79,185	0.27		0.08		1.48		69
	9/30/05	25.01		64,696	0.08		0.08		1.48		40
	9/30/04	20.39		49,707	0.10		0.08		1.47		19
	9/30/03	32.31		39,469	0.20		0.08		1.52		35
Retirement Class	9/30/07	17.44		84,301	0.48		0.33		1.22		53
	9/30/06	9.03		29,584	0.59		0.36		1.17		69
	9/30/05	24.62		6,338	0.44		0.44		1.15		40
	9/30/04	19.94		563	0.66		0.44		1.13		19
	9/30/03	32.02		254	0.53		0.41		1.19		35

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  127

FINANCIAL HIGHLIGHTS	(continued)
SMALL-CAP GROWTH INDEX FUND

		Selected Per Share Data
			Investment Operations				Distributions
	For the Years Ended	Net Asset Value, Beginning of Year	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Institutional Class	9/30/07	$14.42	$0.12		$2.47	$2.59	$ (0.06	)	$ (1.25	)	$ (1.31	)	$15.70
	9/30/06	14.56	0.06		0.74	0.80	(0.06	)	(0.88	)	(0.94	)	14.42
	9/30/05	13.91	0.07		2.36	2.43	(0.04	)	(1.74	)	(1.78	)	14.56
	9/30/04	13.16	0.06		1.51	1.57	(0.08	)	(0.74	)	(0.82	)	13.91
	9/30/03	9.32	0.07		3.80	3.87	(0.03	)	—		(0.03	)	13.16
Retirement Class	9/30/07	15.34	0.09		2.62	2.71	(0.04	)	(1.25	)	(1.29	)	16.76
	9/30/06	15.31	0.02		0.91	0.93	(0.02	)	(0.88	)	(0.90	)	15.34
	9/30/05	14.54	0.03		2.52	2.55	(0.04	)	(1.74	)	(1.78	)	15.31
	9/30/04	13.13	0.01		2.17	2.18	(0.03	)	(0.74	)	(0.77	)	14.54
	9/30/03	9.32	0.04		3.79	3.83	(0.02	)	—		(0.02	)	13.13

128Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

				Ratios and Supplemental Data
	For the Years Ended	Total Return		Net Assets, End of Year (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
					Total(b)		Net(c)
Institutional Class	9/30/07	18.92	%	$99,933	0.30	%	0.08	%	0.79	%	64	%
	9/30/06	5.66		80,122	0.22		0.08		0.43		102
	9/30/05	17.73		76,610	0.10		0.08		0.49		70
	9/30/04	11.84		65,446	0.10		0.08		0.41		45
	9/30/03	41.59		60,470	0.16		0.08		0.66		52
Retirement Class	9/30/07	18.60		34,733	0.57		0.33		0.58		64
	9/30/06	6.13		17,974	0.62		0.35		0.15		102
	9/30/05	17.67		1,652	0.45		0.45		0.18		70
	9/30/04	16.86		279	0.67		0.44		0.04		45
	9/30/03	41.11		177	0.48		0.40		0.32		52

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  129

FINANCIAL HIGHLIGHTS	(continued)
SMALL-CAP VALUE INDEX FUND

		Selected Per Share Data
				Investment Operations							Distributions
	For the Years Ended	Net Asset Value, Beginning of Year		Net Investment Income		(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Year
Institutional Class	9/30/07	$	14.45	$	0.30		$	0.61	$	0.91	$	(0.22	)	$	(1.27	)	$	(1.49	)	$	13.87
	9/30/06		14.36		0.25			1.54		1.79		(0.21	)		(1.49	)		(1.70	)		14.45
	9/30/05		14.03		0.25			2.15		2.40		(0.23	)		(1.84	)		(2.07	)		14.36
	9/30/04		12.14		0.23			2.81		3.04		(0.23	)		(0.92	)		(1.15	)		14.03
	9/30/03		9.30		0.20			2.71		2.91		(0.07	)		—			(0.07	)		12.14
Retirement Class	9/30/07		14.64		0.27			0.63		0.90		(0.21	)		(1.27	)		(1.48	)		14.06
	9/30/06		14.45		0.22			1.57		1.79		(0.11	)		(1.49	)		(1.60	)		14.64
	9/30/05		14.00		0.20			2.17		2.37		(0.08	)		(1.84	)		(1.92	)		14.45
	9/30/04		12.11		0.18			2.80		2.98		(0.17	)		(0.92	)		(1.09	)		14.00
	9/30/03		9.30		0.17			2.70		2.87		(0.06	)		—			(0.06	)		12.11

130Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

					Ratios and Supplemental Data
	For the Years Ended	Total Return			Net Assets, End of Year (000’s)		Ratio of Expenses to Average Net Assets						Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate
							Total		(b)	Net(c)
Institutional Class	9/30/07		6.14	%	$	97,502		0.26	%		0.08	%		2.04	%		53	%
	9/30/06		13.79			79,190		0.22			0.08			1.76			74
	9/30/05		17.62			71,779		0.08			0.08			1.80			60
	9/30/04		25.63			63,358		0.10			0.08			1.71			42
	9/30/03		31.49			51,945		0.18			0.08			1.96			56
Retirement Class	9/30/07		5.97			55,253		0.52			0.33			1.82			53
	9/30/06		13.58			26,014		0.64			0.35			1.58			74
	9/30/05		17.39			1,933		0.44			0.44			1.42			60
	9/30/04		25.18			237		0.91			0.44			1.32			42
	9/30/03		31.04			135		0.50			0.40			1.63			56

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  131

FINANCIAL HIGHLIGHTS	(continued)
SMALL-CAP BLEND INDEX FUND

		Selected Per Share Data
				Investment Operations							Distributions
	For the Years Ended	Net Asset Value, Beginning of Year		Net Investment Income		(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Year
Institutional Class	9/30/07	$	15.54	$	0.23		$	1.63	$	1.86	$	(0.20	)	$	(1.26	)	$	(1.46	)	$	15.94
	9/30/06		15.68		0.17			1.26		1.43		(0.14	)		(1.43	)		(1.57	)		15.54
	9/30/05		14.33		0.18			2.32		2.50		(0.14	)		(1.01	)		(1.15	)		15.68
	9/30/04		12.62		0.15			2.19		2.34		(0.14	)		(0.49	)		(0.63	)		14.33
	9/30/03		9.31		0.14			3.22		3.36		(0.05	)		—			(0.05	)		12.62
Retirement Class	9/30/07		15.58		0.20			1.64		1.84		(0.18	)		(1.26	)		(1.44	)		15.98
	9/30/06		15.65		0.13			1.27		1.40		(0.04	)		(1.43	)		(1.47	)		15.58
	9/30/05		14.32		0.13			2.33		2.46		(0.12	)		(1.01	)		(1.13	)		15.65
	9/30/04		12.59		0.10			2.19		2.29		(0.07	)		(0.49	)		(0.56	)		14.32
	9/30/03		9.31		0.11			3.21		3.32		(0.04	)		—			(0.04	)		12.59

132Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

				Ratios and Supplemental Data
	For the Years Ended	Total Return			Net Assets, End of Year (000’s)	Ratio of Expenses to Average Net Assets						Ratio of Net Investment Income to Average Net Assets			PortfolioTurnoverRate
						Total(b)			Net(c)
Institutional Class	9/30/07	12.32	%	$	179,670		0.22	%		0.08	%		1.41	%		69	%
	9/30/06	9.80			181,852		0.15			0.08			1.10			71
	9/30/05	17.74			156,344		0.08			0.08			1.22			63
	9/30/04	18.66			129,263		0.10			0.08			1.08			24
	9/30/03	36.21			103,402		0.19			0.08			1.31			52
Retirement Class	9/30/07	12.15			54,334		0.48			0.33			1.23			69
	9/30/06	9.51			28,500		0.58			0.34			0.88			71
	9/30/05	17.43			409		0.44			0.44			0.86			63
	9/30/04	18.26			330		0.77			0.44			0.71			24
	9/30/03	35.76			157		0.52			0.40			0.98			52

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  133

FINANCIAL HIGHLIGHTS (continued)

INTERNATIONAL EQUITY INDEX FUND

		Selected Per Share Data
			Investment Operations				Distributions
	For the Years Ended	Net Asset Value, Beginning of Year	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Institutional Class	9/30/07	$ 19.33	$ 0.55		$ 4.20	$ 4.75	$ (0.42	)	$ (0.15	)	$ (0.57	)	$ 23.51
	9/30/06	16.64	0.47		2.64	3.11	(0.27	)	(0.15	)	(0.42	)	19.33
	9/30/05	13.70	0.41		3.05	3.46	(0.33	)	(0.19	)	(0.52	)	16.64
	9/30/04	11.54	0.31		2.21	2.52	(0.31	)	(0.05	)	(0.36	)	13.70
	9/30/03	9.21	0.25		2.12	2.37	(0.04	)	—		(0.04	)	11.54
Retirement Class	9/30/07	19.64	0.56		4.22	4.78	(0.40	)	(0.15	)	(0.55	)	23.87
	9/30/06	16.76	0.48		2.63	3.11	(0.08	)	(0.15	)	(0.23	)	19.64
	9/30/05	13.67	0.27		3.12	3.39	(0.11	)	(0.19	)	(0.30	)	16.76
	9/30/04	11.51	0.27		2.20	2.47	(0.26	)	(0.05	)	(0.31	)	13.67
	9/30/03	9.21	0.20		2.14	2.34	(0.04	)	—		(0.04	)	11.51

134Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

				Ratios and Supplemental Data
	For the Years Ended	Total Return		Net Assets, End of Year (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
					Total(b)		Net(c)
Institutional Class	9/30/07	25.01	%	$ 496,975	0.16	%	0.15	%	2.54	%	46	%
	9/30/06	19.02		359,561	0.17		0.15		2.58		43
	9/30/05	25.63		237,853	0.16		0.16		2.67		32
	9/30/04	22.06		75,568	0.15		0.15		2.34		7
	9/30/03	25.87		64,563	0.33		0.15		2.51		9
Retirement Class	9/30/07	24.75		297,164	0.42		0.34		2.51		46
	9/30/06	18.72		82,537	0.47		0.41		2.56		43
	9/30/05	25.04		1,247	0.50		0.50		1.78		32
	9/30/04	21.68		789	0.50		0.50		2.02		7
	9/30/03	25.44		116	0.65		0.47		1.94		9

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  135

FINANCIAL HIGHLIGHTS (continued)

SOCIAL CHOICE EQUITY FUND

			Selected Per Share Data
				Investment Operations				Distributions
	For the Periods Ended		Net Asset Value, Beginning of Period	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Period
Institutional Class	9/30/07		$ 10.97	$ 0.20		$ 1.38	$ 1.58	$ (0.18	)	$ (0.12	)	$ (0.30	)	$ 12.25
	9/30/06		10.13	0.18		0.80	0.98	(0.14	)	(0.00	)(d)	(0.14	)	10.97
	9/30/05		8.96	0.18		1.16	1.34	(0.13	)	(0.04	)	(0.17	)	10.13
	9/30/04		7.96	0.14		0.99	1.13	(0.13	)	—		(0.13	)	8.96
	9/30/03		6.41	0.12		1.52	1.64	(0.09	)	—		(0.09	)	7.96
Retirement Class	9/30/07		11.08	0.17		1.40	1.57	(0.16	)	(0.12	)	(0.28	)	12.37
	9/30/06		10.23	0.15		0.81	0.96	(0.11	)	—		(0.11	)	11.08
	9/30/05		9.08	0.14		1.17	1.31	(0.12	)	(0.04	)	(0.16	)	10.23
	9/30/04		8.01	0.10		1.00	1.10	(0.03	)	—		(0.03	)	9.08
	9/30/03	(b)	6.41	0.09		1.54	1.63	(0.03	)	—		(0.03	)	8.01
Retail Class	9/30/07		10.18	0.18		1.29	1.47	(0.18	)	(0.12	)	(0.30	)	11.35
	9/30/06	(c)	10.00	0.10		0.08	0.18	—		—		—		10.18

136Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

					Ratios and Supplemental Data
	For the Periods Ended		Total Return		Net Assets, End of Period (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
						Total	(g)	Net	(h)
Institutional Class	9/30/07		14.65	%	$186,561	0.23	%	0.20	%	1.66	%	30	%
	9/30/06		9.77		129,712	0.19		0.17		1.69		18
	9/30/05		15.03		114,491	0.10		0.10		1.87		17
	9/30/04		14.23		82,778	0.10		0.08		1.54		7
	9/30/03		25.89		50,790	0.13		0.08		1.65		28
Retirement Class	9/30/07		14.36		145,444	0.48		0.45		1.43		30
	9/30/06		9.45		79,640	0.50		0.45		1.41		18
	9/30/05		14.41		50,855	0.44		0.44		1.46		17
	9/30/04		13.78		28,870	0.52		0.44		1.15		7
	9/30/03	(b)	25.42		8,936	0.48		0.43		1.16		28
Retail Class	9/30/07		14.67		173,911	0.51		0.21		1.63		30
	9/30/06	(c)	1.80	(e)	21,019	0.99	(f)	0.40	(f)	1.95	(f)	18

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Retirement Class commenced operations on October 1, 2002.
(c)	The Retail Class commenced operations on March 31, 2006.
(d)	Amount represents less than $0.01 per share.
(e)	The percentages shown for this period are not annualized.
(f)	The percentages shown for this period are annualized.
(g)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(h)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  137

FINANCIAL HIGHLIGHTS (continued)

REAL ESTATE SECURITIES FUND

		Selected Per Share Data
			Investment Operations				Distributions
	For the Periods Ended	Net Asset Value, Beginning of Period	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Period
Institutional Class	9/30/07	$ 15.34	$ 0.22		$ 0.47	$ 0.69	$ (0.48	)	$ (0.90	)	$ (1.38	)	$ 14.65
	9/30/06	14.46	0.34		2.69	3.03	(0.57	)	(1.58	)	(2.15	)	15.34
	9/30/05	13.50	0.52		2.47	2.99	(0.57	)	(1.46	)	(2.03	)	14.46
	9/30/04	12.32	0.53		2.48	3.01	(0.49	)	(1.34	)	(1.83	)	13.50
	9/30/03	9.72	0.59		2.37	2.96	(0.35	)	(0.01	)	(0.36	)	12.32
Retirement Class	9/30/07	15.66	0.19		0.49	0.68	(0.44	)	(0.90	)	(1.34	)	15.00
	9/30/06	14.66	0.31		2.76	3.07	(0.49	)	(1.58	)	(2.07	)	15.66
	9/30/05	13.62	0.48		2.53	3.01	(0.51	)	(1.46	)	(1.97	)	14.66
	9/30/04	12.40	0.50		2.49	2.99	(0.43	)	(1.34	)	(1.77	)	13.62
	9/30/03	9.72	0.57		2.39	2.96	(0.27	)	(0.01	)	(0.28	)	12.40
Retail Class	9/30/07	15.27	0.21		0.47	0.68	(0.46	)	(0.90	)	(1.36	)	14.59
	9/30/06	14.35	0.31		2.70	3.01	(0.51	)	(1.58	)	(2.09	)	15.27
	9/30/05	13.37	0.47		2.48	2.95	(0.51	)	(1.46	)	(1.97	)	14.35
	9/30/04	12.22	0.49		2.45	2.94	(0.45	)	(1.34	)	(1.79	)	13.37
	9/30/03	9.72	0.52		2.39	2.91	(0.40	)	(0.01	)	(0.41	)	12.22

138Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

				Ratios and Supplemental Data
	For the Periods Ended	Total Return		Net Assets, End of Period (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
					Total	(b)	Net	(c)
Institutional Class	9/30/07	4.26	%	$ 252,164	0.58	%	0.55	%	1.39	%	116	%
	9/30/06	23.49		218,442	0.42		0.42		2.40		174
	9/30/05	22.87		240,806	0.17		0.17		3.66		244
	9/30/04	26.30		156,193	0.16		0.15		4.12		349
	9/30/03	30.94		99,389	0.18		0.15		5.27		317
Retirement Class	9/30/07	4.11		191,671	0.84		0.80		1.18		116
	9/30/06	23.45		197,157	0.71		0.70		2.14		174
	9/30/05	22.86		150,382	0.48		0.48		3.36		244
	9/30/04	25.81		69,980	0.50		0.47		3.88		349
	9/30/03	30.92		14,207	0.51		0.48		4.81		317
Retail Class	9/30/07	4.26		174,936	0.83		0.65		1.32		116
	9/30/06	23.50		189,084	0.62		0.62		2.21		174
	9/30/05	22.89		160,218	0.46		0.46		3.37		244
	9/30/04	25.84		107,695	0.50		0.45		3.87		349
	9/30/03	30.66		52,603	0.47		0.45		4.80		317

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  139

FINANCIAL HIGHLIGHTS	(continued)
MANAGED ALLOCATION FUND II

			Selected Per Share Data
				Investment Operations				Distributions
	For the Periods Ended	(b)	Net Asset Value, Beginning of Period	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains	Total Distributions		Net Asset Value, End of Period
Institutional Class	9/30/07		$ 10.11	$ 0.33		$ 1.12	$ 1.45	$ (0.53	)	$ —	$ (0.53	)	$ 11.03
	9/30/06		10.00	0.11		0.11	0.22	(0.11	)	—	(0.11	)	10.11
Retirement Class	9/30/07		10.13	0.35		1.06	1.41	(0.51	)	—	(0.51	)	11.03
	9/30/06		10.00	0.11		0.11	0.22	(0.09	)	—	(0.09	)	10.13
Retail Class	9/30/07		10.16	0.22		1.21	1.43	(0.54	)	—	(0.54	)	11.05
	9/30/06		10.00	0.13		0.10	0.23	(0.07	)	—	(0.07	)	10.16

140Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

						Ratios and Supplemental Data
	For the Periods Ended		Total Return			Net Assets, End of Period (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
		(b)					Total	(e)(g)	Net	(f)(g)
Institutional Class	9/30/07		14.68	%	$	4,718	0.12	%	0.00	%	3.12	%	13	%
	9/30/06		2.25	(c)		2,046	1.50	(d)	0.00	(d)	2.26	(d)	8
Retirement Class	9/30/07		14.27			16,570	0.37		0.25		3.26		13
	9/30/06		2.17	(c)		8,358	1.59	(d)	0.25	(d)	2.14	(d)	8
Retail Class	9/30/07		14.47			620,616	0.45		0.00		1.99		13
	9/30/06		2.36	(c)		7,505	1.38	(d)	0.00	(d)	2.56	(d)	8

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Fund commenced operations on March 31, 2006.
(c)	The percentages shown for this period are not annualized.
(d)	The percentages shown for this period are annualized.
(e)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(f)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.
(g)	The Fund’s expenses do not include the expenses of the underlying Funds.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  141

FINANCIAL HIGHLIGHTS	(continued)
BOND FUND

			Selected Per Share Data
					Investment Operations				Distributions
	For the Periods Ended		Net Asset Value, Beginning of Period		Net Investment Income(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains			Return of Capital			Total Distributions		Net Asset Value, End of Period
Institutional Class	9/30/07		$	9.97	$ 0.49	$ (0.03	)	$ 0.46	$ (0.49	)	$	—		$	—		$ (0.49	)	$	9.94
	9/30/06			10.10	0.47	(0.13	)	0.34	(0.47	)		—			—		(0.47	)		9.97
	9/30/05			10.29	0.42	(0.14	)	0.28	(0.42	)		(0.04	)		(0.01	)	(0.47	)		10.10
	9/30/04			10.81	0.41	(0.06	)	0.35	(0.42	)		(0.45	)		—		(0.87	)		10.29
	9/30/03			10.72	0.44	0.17		0.61	(0.44	)		(0.08	)		—		(0.52	)		10.81
Retirement Class	9/30/07			10.13	0.47	(0.03	)	0.44	(0.47	)		—			—		(0.47	)		10.10
	9/30/06(b	)		10.00	0.24	0.11		0.35	(0.22	)		—			—		(0.22	)		10.13
Retail Class	9/30/07			10.11	0.49	(0.03	)	0.46	(0.48	)		—			—		(0.48	)		10.09
	9/30/06(c	)		10.00	0.23	0.11		0.34	(0.23	)		—			—		(0.23	)		10.11

142Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

					Ratios and Supplemental Data
	For the Periods Ended		Total Return		Net Assets, End of Period (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
						Total	(f)	Net	(g)
Institutional Class	9/30/07		4.74	%	$ 1,615,363	0.32	%	0.32	%	4.91	%	189	%
	9/30/06		3.46		1,709,874	0.25		0.25		4.71		183
	9/30/05		2.86		1,455,931	0.14		0.14		4.10		274
	9/30/04		3.46		931,386	0.14		0.14		3.94		90
	9/30/03		5.84		1,429,288	0.14		0.14		4.08		169
Retirement Class	9/30/07		4.43		8,302	0.59		0.59		4.69		189
	9/30/06	(b)	3.52	(d)	1,270	7.70	(e)	0.55	(e)	4.69	(e)	183
Retail Class	9/30/07		4.68		7,078	0.60		0.42		4.87		189
	9/30/06	(c)	3.42	(d)	1,006	7.52	(e)	0.60	(e)	4.63	(e)	183

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Retirement Class commenced operations on March 31, 2006.
(c)	The Retail Class commenced operations on March 31, 2006.
(d)	The percentages shown for this period are not annualized.
(e)	The percentages shown for this period are annualized.
(f)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(g)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  143

FINANCIAL HIGHLIGHTS (continued)

BOND PLUS FUND II

		Selected Per Share Data
			Investment Operations				Distributions
	For the Periods Ended(b)	Net Asset Value, Beginning of Period	Net Investment Income(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions			Net Asset Value, End of Period
Institutional Class	9/30/07	$10.10	$0.51	$(0.10	)	$0.41	$(0.51	)	$ (0.00	)(e)	$ (0.51	)	$10.00
	9/30/06	10.00	0.26	0.10		0.36	(0.26	)	—		(0.26	)	10.10
Retirement Class	9/30/07	10.12	0.49	(0.09	)	0.40	(0.50	)	(0.00	)(e)	(0.50	)	10.02
	9/30/06	10.00	0.25	0.10		0.35	(0.23	)	—		(0.23	)	10.12
Retail Class	9/30/07	10.12	0.50	(0.10	)	0.40	(0.50	)	(0.00	)(e)	(0.50	)	10.02
	9/30/06	10.00	0.25	0.10		0.35	(0.23	)	—		(0.23	)	10.12

				Ratios and Supplemental Data
	For the Periods	Total		Net Assets, End of Period	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average		Portfolio Turnover
	Ended(b)	Return		(000’s)	Total(f)		Net(g)		Net Assets		Rate
Institutional Class	9/30/07	4.16	%	$282,159	0.42	%	0.35	%	5.12	%	137	%
	9/30/06	3.62	(c)	57,393	0.62	(d)	0.35	(d)	5.15	(d)	92
Retirement Class	9/30/07	4.01		8,830	0.72		0.55		4.92		137
	9/30/06	3.54	(c)	2,474	4.86	(d)	0.55	(d)	5.03	(d)	92
Retail Class	9/30/07	4.09		264,897	0.77		0.41		5.07		137
	9/30/06	3.55	(c)	2,581	3.73	(d)	0.50	(d)	5.06	(d)	92

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Fund commenced operations on March 31, 2006.
(c)	The percentages shown for this period are not annualized.
(d)	The percentages shown for this period are annualized.
(e)	Amount represents less than $0.01 per share.
(f)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(g)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

144Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

SHORT-TERM BOND FUND II

		Selected Per Share Data
			Investment Operations				Distributions
	For the Periods Ended(b)	Net Asset Value, Beginning of Period	Net Investment Income(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Period
Institutional Class	9/30/07	10.04	$0.48	$0.00	(e)	$0.48	$ (0.48	)	$ (0.00	)(e)	$ (0.48	)	$10.04
	9/30/06	10.00	0.24	0.04		0.28	(0.24	)	—		(0.24	)	10.04
Retirement Class	9/30/07	10.06	0.46	0.00	(e)	0.46	(0.47	)	(0.00	)(e)	(0.47	)	10.05
	9/30/06	10.00	0.24	0.03		0.27	(0.21	)	—		(0.21	)	10.06
Retail Class	9/30/07	10.05	0.47	0.01		0.48	(0.48	)	(0.00	)(e)	(0.48	)	10.05
	9/30/06	10.00	0.24	0.03		0.27	(0.22	)	—		(0.22	)	10.05

				Ratios and Supplemental Data
	For the Periods	Total		Net Assets, End of Period	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average		Portfolio Turnover
	Ended(b)	Return		(000’s)	Total(f)		Net(g)		Net Assets		Rate
Institutional Class	9/30/07	4.87	%	$163,035	0.40	%	0.30	%	4.76	%	82	%
	9/30/06	2.83	(c)	56,867	0.55	(d)	0.30	(d)	4.87	(d)	83
Retirement Class	9/30/07	4.63		12,785	0.67		0.50		4.58		82
	9/30/06	2.75	(c)	2,473	4.50	(d)	0.50	(d)	4.76	(d)	83
Retail Class	9/30/07	4.86		101,059	0.76		0.34		4.69		82
	9/30/06	2.75	(c)	3,331	2.88	(d)	0.45	(d)	4.82	(d)	83

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Fund commenced operations on March 31, 2006.
(c)	he percentages shown for this period are not annualized.
(d)	The percentages shown for this period are annualized.
(e)	Amount represents less than $0.01 per share.
(f)	atio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(g)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  145

FINANCIAL HIGHLIGHTS	(continued)
HIGH-YIELD FUND II

			Selected Per Share Data
					Investment Operations							Distributions
	For the Periods Ended(b)		Net Asset Value, Beginning of Period		Net Investment Income(a)		Net Realized and Unrealized Gain (Loss) on Investments			Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains		Total Distributions			Net Asset Value, End of Period
Institutional Class		9/30/07	$	9.92	$	0.72	$	0.02		$	0.74	$	(0.72	)	$	—	$	(0.72	)	$	9.94
		9/30/06		10.00		0.35		(0.08	)		0.27		(0.35	)		—		(0.35	)		9.92
Retirement Class		9/30/07		9.92		0.71		0.03			0.74		(0.71	)		—		(0.71	)		9.95
		9/30/06		10.00		0.36		(0.12	)		0.24		(0.32	)		—		(0.32	)		9.92
Retail Class		9/30/07		9.94		0.72		0.03			0.75		(0.71	)		—		(0.71	)		9.98
		9/30/06		10.00		0.35		(0.09	)		0.26		(0.32	)		—		(0.32	)		9.94

146Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

						Ratios and Supplemental Data
	For the Periods Ended(b)		Total Return			Net Assets, End of Period (000’s)		Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate
								Total(e)		Net(f)
Institutional Class		9/30/07		7.66	%	$	228,834	0.49	%	0.40	%		7.30	%		43	%
		9/30/06		2.82	(c)		53,478	0.67	(d)	0.40	(d)		7.16	(d)		26
Retirement Class		9/30/07		7.61			15,869	0.73		0.60			7.10			43
		9/30/06		2.51	(c)		6,620	5.28	(d)	0.60	(d)		7.19	(d)		26
Retail Class		9/30/07		7.76			143,329	0.76		0.47			7.25			43
		9/30/06		2.72	(c)		2,819	3.56	(d)	0.55	(d)		7.13	(d)		26

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Fund commenced operations on March 31, 2006.
(c)	The percentages shown for this period are not annualized.
(d)	the percentages shown for this period are annualized.
(e)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(f)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  147

FINANCIAL HIGHLIGHTS	(continued)
INFLATION-LINKED BOND FUND

				Selected Per Share Data
						Investment Operations							Distributions
	For the Periods Ended			Net Asset Value, Beginning of Period		Net Investment Income(a)		Net Realized and Unrealized Gain (Loss) on Investments			Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Period
Institutional Class		9/30/07		$	10.08	$	0.41	$	0.03		$	0.44	$	(0.40	)	$	—		$	(0.40	)	$	10.12
		9/30/06			10.69		0.56		(0.39	)		0.17		(0.57	)		(0.21	)		(0.78	)		10.08
		9/30/05			10.75		0.43		0.12			0.55		(0.46	)		(0.15	)		(0.61	)		10.69
		9/30/04			10.51		0.45		0.30			0.75		(0.42	)		(0.09	)		(0.51	)		10.75
		9/30/03			10.12		0.37		0.31			0.68		(0.29	)		—			(0.29	)		10.51
Retirement Class		9/30/07			10.19		0.45		(0.02	)		0.43		(0.39	)		—			(0.39	)		10.23
		9/30/06	(b)		10.00		0.31		0.09			0.40		(0.21	)		—			(0.21	)		10.19
Retail Class		9/30/07			9.93		0.38		0.04			0.42		(0.39	)		—			(0.39	)		9.96
		9/30/06			10.54		0.54		(0.39	)		0.15		(0.55	)		(0.21	)		(0.76	)		9.93
		9/30/05			10.63		0.43		0.11			0.54		(0.48	)		(0.15	)		(0.63	)		10.54
		9/30/04			10.39		0.49		0.24			0.73		(0.40	)		(0.09	)		(0.49	)		10.63
		9/30/03			10.12		0.40		0.26			0.66		(0.39	)		—			(0.39	)		10.39

148Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

							Ratios and Supplemental Data
	For the Periods Ended			Total Return			Net Assets, End of Period (000’s)		Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate
									Total(e)		Net(f)
Institutional Class		9/30/07			4.51	%	$	438,862	0.36	%	0.35	%		4.07	%		26	%
		9/30/06			1.70			363,157	0.28		0.28			5.46			83
		9/30/05			5.19			325,636	0.14		0.14			3.97			239
		9/30/04			7.36			382,305	0.15		0.14			4.27			151
		9/30/03			6.82			223,138	0.15		0.14			3.56			210
Retirement Class		9/30/07			4.29			17,840	0.61		0.55			4.47			26
		9/30/06	(b)		4.04	(c)		5,661	2.44	(d)	0.55	(d)		6.08	(d)		83
Retail Class		9/30/07			4.35			56,824	0.63		0.48			3.85			26
		9/30/06			1.53			59,388	0.47		0.43			5.32			83
		9/30/05			5.14			70,277	0.30		0.30			4.04			239
		9/30/04			7.20			95,536	0.33		0.30			4.67			151
		9/30/03			6.64			20,193	0.31		0.30			3.93			210

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Retirement Class commenced operations on March 31, 2006.
(c)	The percentages shown for this period are not annualized.
(d)	The percentages shown for this period are annualized.
(e)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(f)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  149

FINANCIAL HIGHLIGHTS	(concluded)
MONEY MARKET FUND

				Selected Per Share Data
						Investment Operations							Distributions
	For the Periods Ended			Net Asset Value, Beginning of Period		Net Investment Income		(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains		Total Distributions			Net Asset Value, End of Period
Institutional Class		9/30/07		$	1.00	$	0.05		$	—	$	0.05	$	(0.05	)	$	—	$	(0.05	)	$	1.00
		9/30/06			1.00		0.05			—		0.05		(0.05	)		—		(0.05	)		1.00
		9/30/05			1.00		0.03			—		0.03		(0.03	)		—		(0.03	)		1.00
		9/30/04			1.00		0.01			—		0.01		(0.01	)		—		(0.01	)		1.00
		9/30/03			1.00		0.01			—		0.01		(0.01	)		—		(0.01	)		1.00
Retirement Class		9/30/07			1.00		0.05			—		0.05		(0.05	)		—		(0.05	)		1.00
		9/30/06	(b)		1.00		0.03			—		0.03		(0.03	)		—		(0.03	)		1.00
Retail Class		9/30/07			1.00		0.05			—		0.05		(0.05	)		—		(0.05	)		1.00
		9/30/06	(c)		1.00		0.03			—		0.03		(0.03	)		—		(0.03	)		1.00

150Prospectus § TIAA-CREF Institutional Mutual Funds § Retirement Class

							Ratios and Supplemental Data
	For the Periods Ended			Total Return			Net Assets, End of Period (000’s)		Ratio of Expenses to Average Net Assets						Ratio of Net Investment Income to Average Net Assets
									Total(f)			Net(g)
Institutional Class		9/30/07			5.37	%	$	235,421		0.14	%		0.14	%		5.21	%
		9/30/06			4.70			272,119		0.14			0.13			4.65
		9/30/05			2.68			200,545		0.09			0.09			2.65
		9/30/04			1.10			179,775		0.09			0.09			1.10
		9/30/03			1.27			175,247		0.10			0.09			1.27
Retirement Class		9/30/07			5.12			98,903		0.39			0.35			5.01
		9/30/06	(b)		2.45	(d)		43,804		0.71	(e)		0.35	(e)		5.07	(e)
Retail Class		9/30/07			5.25			1,034,417		0.43			0.25			5.11
		9/30/06	(c)		2.53	(d)		127,318		0.25	(e)		0.25	(e)		5.16	(e)

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Retirement Class commenced operations on March 31, 2006.
(c)	The Retail Class commenced operations on March 31, 2006.
(d)	The percentages shown for this period are not annualized.
(e)	The percentages shown for this period are annualized.
(f)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(g)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retirement Class § Prospectus  151

FOR MORE INFORMATION ABOUT
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

The following documents contain more information about the Funds and are available free upon request:

Statement of Additional Information (“SAI”). The SAI contains more information about certain aspects of the Funds. A current SAI has been filed with the Securities and Exchange Commission (“SEC”) and is incorporated into this Prospectus by reference. This means that the 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, you will find a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during the preceding fiscal year.

Requesting documents. You can request a copy of the SAI or these reports without charge, or contact the Funds for any other purpose, in any of the following ways:

     By telephone:
          Call 877 518-9161

     In writing:

          TIAA-CREF Institutional Mutual Funds –
          Retirement Class
          2P.O. Box 1259
          Charlotte, NC 28201

Over the Internet:
          www.tiaa-cref.org

Information about the Trust (including the SAI) can be reviewed and copied at the SEC’s public reference room (202 551-8090) in Washington, D.C. The reports and other information are also available through the EDGAR Database on the SEC’s 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 SEC’s Public Reference Section, Washington, D.C. 20549.

To lower costs and eliminate duplicate documents sent to your home, the Funds will mail only one copy of the TIAA-CREF Institutional Mutual 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 Funds toll-free or write to the Funds as follows:

     By telephone:Call 800 842-2776

     In writing:

          TIAA-CREF Institutional Mutual Funds –
          Retirement Class
          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 Funds, 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 Funds will ask for your name, address, date of birth, social security number and other information that will allow the Funds to identify you, such as your home telephone number. Until you provide the Funds with the information we need, the Funds may not be able to open an account or effect any transactions for you.

PROSPECTUS

FEBRUARY 1, 2008

TIAA-CREF
INSTITUTIONAL MUTUAL FUNDS

Retail Class

§	Growth & Income Fund
§	International Equity Fund
§	Large-Cap Growth Fund
§	Large-Cap Value Fund
§	Mid-Cap Growth Fund
§	Mid-Cap Value Fund
§	Small-Cap Equity Fund
§	Equity Index Fund
§	Social Choice Equity Fund
§	Real Estate Securities Fund
§	Managed Allocation Fund II
§	Bond Fund
§	Bond Plus Fund II
§	Short-Term Bond Fund II
§	High-Yield Fund II
§	Tax-Exempt Bond Fund II
§	Inflation-Linked Bond Fund
§	Money Market Fund

This Prospectus describes the Retail Class shares offered by eighteen investment portfolios (each, a “Fund”) of the TIAA-CREF Institutional Mutual Funds (the “Trust”). The Trust also offers Retirement and Institutional Class shares through separate prospectuses dated February 1, 2008.

An investment in the Funds 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 any of the Funds, or the Funds could perform more poorly than other investments.

The Securities and Exchange Commission (“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	3
Overview of the Funds	3
General Information About the Funds	4
The Equity Funds	4
Principal Risks of Investing in the Equity Funds	5
Active Equity Funds	7
Growth & Income Fund	7
International Equity Fund	8
Large-Cap Growth Fund	9
Large-Cap Value Fund	10
Mid-Cap Growth Fund	11
Mid-Cap Value Fund	12
Small-Cap Equity Fund	13
Index Fund	14
Equity Index Fund	14
Specialty Equity Fund	15
Social Choice Equity Fund	15
Real Estate Securities Fund	17
Balanced Fund	19
Managed Allocation Fund II	19
Fixed-Income Funds	22
Principal Risks of Investing in the Fixed-Income Funds	22
Bond Fund	23
Bond Plus Fund II	25
Short-Term Bond Fund II	26
High-Yield Fund II	27
Tax-Exempt Bond Fund II	29
Inflation-Linked Bond Fund	31
Money Market Fund	32
Money Market Fund	32
Past Performance	34
Fees and Expenses	44
Additional Information About Investment Objectives, Strategies and Risks	46
Investment Management Styles	46
More About Benchmarks and Other Indices	47

Additional Investment Strategies	51
Equity Funds	51
The Real Estate Securities Fund	52
The Fixed-Income Funds	52
The Money Market Fund	52
Portfolio Holdings	53
Portfolio Turnover	53
Share Classes	53
Management of the Funds	53
The Funds’ Investment Adviser	53
Portfolio Management Teams	56
Distribution Arrangements	65
Calculating Share Price	65
Dividends and Distributions	67
Taxes	68
Your Account: Purchasing, Redeeming or Exchanging Shares	70
Retail Class Shares	70
Types Of Accounts	70
How to Purchase Shares	71
How to Redeem Shares	74
How to Exchange Shares	77
Conversion of Shares	79
Other Investor Information	80
Market Timing/Excessive Trading Policy	83
Redemption or Exchange Fee	84
Electronic Prospectuses	85
Glossary	86
Financial Highlights	87

SUMMARY INFORMATION

OVERVIEW OF THE FUNDS

          The eighteen Funds of the Trust offered in this Prospectus are divided into five general types:

•	Nine Equity Funds that invest primarily in equity securities. The Equity Funds consist of three subcategories of Equity Funds reflecting different investment management techniques. They are:
	Active Equity Funds:
	•	Growth & Income Fund
	•	International Equity Fund
	•	Large-Cap Growth Fund
	•	Large-Cap Value Fund
	•	Mid-Cap Growth Fund
	•	Mid-Cap Value Fund
	•	Small-Cap Equity Fund

	Index Fund:
	•	Equity Index Fund
	Specialty Equity Fund:
	•	Social Choice Equity Fund
•	The Real Estate Securities Fund, which invests primarily in equity and fixed-income securities of companies principally engaged in or related to the real estate industry.
•	A Balanced Fund that invests primarily in other mutual funds through a “fund of funds” approach:
	•	Managed Allocation Fund II
•	Six Fixed-Income Funds, which invest primarily in fixed-income securities:
	•	Bond Fund
	•	Bond Plus Fund II
	•	Short-Term Bond Fund II
	•	High-Yield Fund II
	•	Tax-Exempt Bond Fund II
	•	Inflation-Linked Bond Fund
•	The Money Market Fund, which invests primarily in high-quality, short-term money market instruments.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  3

GENERAL INFORMATION ABOUT THE FUNDS

          This Prospectus describes the Funds, each of which is a separate investment portfolio or mutual fund, and has its own investment objective, investment strategies, restrictions and attendant risks. An investor should consider each Fund separately to determine if it is an appropriate investment. Except for the Tax-Exempt Bond Fund II (as noted below), the investment objective of each Fund, the investment strategies by which it seeks its objective and its non-fundamental investment restrictions may be changed by the Board of Trustees of the Trust (the “Board of Trustees”) without shareholder approval. Certain investment restrictions described in the Statement of Additional Information (“SAI”) are fundamental and may only be changed with shareholder approval.

          The use of a particular index as a Fund’s 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.

          As noted in the investment strategy descriptions below, most of the Funds have a policy of normally investing at least 80% of their assets (net assets, plus the amount of any borrowings for investment purposes) in the particular type of securities implied by their names, including such terms as “index” and “large-, mid- and small-cap.” However, this 80% policy does not apply to the use of the words “growth” or “value” in the Funds’ names.

          The term “equity securities” means an ownership interest, or the right to acquire an ownership interest, in an issuer. For purposes of the 80% policy of the Funds, the term includes common stocks, preferred stocks, convertible securities, warrants, equity-linked derivatives and other securities which, by their terms, are convertible to common stock. Except for Tax-Exempt Bond Fund II, shareholders will receive at least 60 days’ prior notice before changes are made to the 80% policy. For the Tax-Exempt Bond Fund II, this policy can only be changed by a vote of its shareholders.

          Each 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 avoiding market losses but may otherwise fail to achieve its investment objective.

          The Funds are not appropriate for market timing. You should not invest in the Funds if you are a market timer.

          No one can assure that a Fund will achieve its investment objective and investors should not consider any one Fund to be a complete investment program.

          Please see the Glossary toward the end of the Prospectus for certain defined terms used in the Prospectus.

The Equity Funds

          This Prospectus includes nine Funds that invest primarily in equity securities. There are three subcategories of Equity Funds: Active Equity Funds, Index Funds and Specialty Equity Funds.

4  Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

         Principal Risks of Investing in the Equity Funds

          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. Therefore, the value of an investment in the Funds that hold equity securities may decrease. There is no guarantee that a Fund will meet its investment objective.

          An investment in an Equity Fund, or any Fund’s equity investments, will be subject to the following principal investment risks described below:

• Market Risk—The risk that the price of equity securities may decline in response to general market and economic conditions or events. Accordingly, the value of the equity securities that a Fund holds may decline over short or extended periods of time. Any stock is subject to the risk that the stock market as a whole may decline in value, thereby depressing the stock’s price. Equity markets 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.

• Company Risk (often called Financial Risk)—The risk that the issuer’s earnings prospects and overall financial position will deteriorate, causing a decline in the security’s value over short or extended periods of time.

          The Funds that make foreign investments, particularly the International Equity Fund, are subject to:

•

Foreign Investment Risk—The risk of investing in securities of foreign issuers, securities or contracts traded on foreign exchanges or in foreign markets, or securities or contracts payable in foreign currency. Investing in foreign investments entails risks beyond those of domestic investing. These include: (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 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.

The risks described above often increase 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 securities markets may be very small, share prices may be volatile and difficult to determine. In addition, foreign investors such as the Funds are subject to a variety of special restrictions in many such countries.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  5

          The Funds that are managed according to a growth or value investment style are subject to:

	•	Style Risk—Funds that use either a growth investing or value investing style entail the risk that equity securities representing either style may be out of favor in the marketplace for various periods of time. When this occurs, investors, such as the Fund, holding such securities may experience significant declines in the value of their portfolios.
		The Funds that are managed according to a growth investment style are subject to:
		•	Risks of Growth Investing—Due to the relatively high valuations of growth stocks make them typically more volatile than value stocks. For example, the price of a growth stock may experience a larger decline on a forecast of lower earnings, or a negative event or market development, than would a value stock. Because the value of growth companies is often a function of their expected earnings growth, there is a risk that such earnings growth may not occur or cannot be sustained. The Funds that are managed according to a value investment style are subject to:
		•	Value Investing Risk—Securities believed to be undervalued are subject to the risks that: (1) the issuer’s potential business prospects are not realized; (2) their potential values are never recognized by the market; and (3) due to unanticipated or unforeseen problems associated with the issuer or industry, they were appropriately priced (or over-priced) when acquired.
The Equity Index Fund is subject to:
•	Index Risk—The risk that the Equity Index Fund’s performance will not correspond to its benchmark index for any period of time. Although the Equity Index Fund attempts to use as a baseline the investment performance of its index, the Fund may not duplicate the exact composition of its index. In addition, unlike a mutual fund, the returns of an index are not reduced by investment and other operating expenses, and therefore, the ability of the Equity Index Fund to match the performance of its index is adversely affected by the costs of buying and selling investments as well as other expenses. Therefore, the Equity Index Fund cannot guarantee that its performance will match its index for any period of time.
Funds that are managed, in whole or in part, according to a quantitative investment methodology are subject to:
•	Quantitative Analysis Risk—The risk that securities selected using quantitative analysis can perform differently from the market as a whole as a result of the factors used in the analysis, the weight placed on each factor and changes in the factor’s historical trends.
Funds that invest in options, futures, swaps and other types of derivative securities are subject to:
•	Derivatives Risk—The risk that the prices of certain derivatives may not correlate perfectly with the prices of the underlying securities, currencies or other assets being hedged. Derivatives also present the risk of default by the

6  Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

		other party to the derivative instrument. A liquid secondary market for over-the-counter derivatives such as options may not be available at a particular time. In addition, unanticipated changes in interest rates, securities prices or currency exchange rates may result in poorer overall performance of a Fund than if it had not entered into any derivatives transactions.
The Funds that invest in mid- and small-cap securities, particularly the Mid-Cap Growth, Mid-Cap Value and Small-Cap Equity Funds, as well as the Managed Allocation Fund II, are subject to:
	•	Small-Cap/Mid-Cap Risk— Securities of small and mid-sized companies may experience greater fluctuations in price than the securities of larger companies. They may also have to be sold at a discount from their current market prices or in small lots over an extended period, since they may be harder to sell than larger-cap securities. In addition, such companies may be subject to certain business risks due to their smaller size, limited markets and financial resources, narrow product lines and frequent lack of depth of management.
No one can assure that a Fund will achieve its investment objective and investors should not consider any one Fund to be a complete investment program. As with all mutual funds, there is a risk that an investor could lose money by investing in a Fund.

Active Equity Funds

          Growth & Income Fund

          Investment Objective: The Fund seeks a favorable long-term total return through both capital appreciation and investment income, primarily from income-producing equity securities.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in income-producing equity securities. The Fund will invest primarily in (1) income-producing equity securities or (2) other securities defined by its benchmark index, the Standard & Poor’s 500 (“S&P 500^®”) Index. The Funds’ investment adviser, Teachers Advisors, Inc. (“Advisors”), seeks to construct a portfolio whose weighted average market capitalization is similar to the Fund’s benchmark index. The Fund focuses on equity securities of larger, well-established, mature growth companies that Advisors believes to be attractively valued, show the potential to appreciate faster than the rest of the market and offer a growing stream of dividend income. Mainly, Advisors looks for companies that are leaders in their respective industries, with sustainable competitive advantages. Advisors looks for companies with management teams that are dedicated to creating shareholder value. The Fund also may invest in rapidly growing smaller companies and may invest up to 20% of its total assets in foreign investments when Advisors believes these companies offer more attractive investment opportunities. By investing in a combination of equity securities that provide opportunity for capital appreciation and dividend income, the Fund seeks to produce total returns that are in line or above that of the S&P 500^® Index. The Fund may, on occasion, also invest a portion of its assets through quantitative techniques to maintain similar overall financial characteristics

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  7

to the S&P 500^® Index. These quantitative techniques, when used, may help Advisors risk exposures by suggesting security selections that may fill unintended gaps in portfolio construction. Quantitative investment techniques may also be utilized to help the Fund remain fully invested at all times.

          Principal Investment Risks: The Fund is subject to market risk, company risk, style risk and foreign investment risk. It is also subject to the risks of growth investing and the risks associated with investments in stocks paying relatively high dividends. These stocks may significantly underperform other stocks during periods of rapid market appreciation. In addition, by focusing on the securities of larger companies, the Fund may have fewer opportunities to identify securities that the market misprices and these companies may grow more slowly than the economy as a whole or not at all. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who want capital appreciation and income but who also can accept the risk of market fluctuations and who want to invest in a fund with a profile similar to the Fund’s benchmark index.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

          International Equity Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of foreign issuers.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities of foreign issuers. The Fund has a policy of maintaining investments of equity securities of foreign issuers located in at least three countries other than the United States. Advisors selects individual stocks, and lets the Fund’s country and regional asset allocations evolve from their stock selection. However, the Fund’s sector and country exposure is regularly managed against the Fund’s benchmark index, the Morgan Stanley Capital International EAFE^® (Europe, Australasia, Far East) Index (the “MSCI EAFE^® Index”), in order to control risk. The Fund may invest in emerging markets to varying degrees, depending on the prevalence of stock specific opportunities. The Fund may sometimes hold a significant amount of stocks of smaller, lesser-known companies.

          Advisors looks for companies of all sizes with:

• sustainable earnings growth;

• focused management with successful track records;

• unique and easy-to-understand franchises (brands);

• stock prices that do not fully reflect the stock’s potential value, based on current earnings, assets, and long-term growth prospects; and

• consistent generation of free cash flow.

          The Fund may, on occasion, also invest a portion of its assets through quantitative techniques to maintain similar overall financial characteristics to the Fund’s

8  Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

benchmark index. These quantitative investment techniques, when used, may help Advisors control risk exposures by suggesting security selections that may fill unintended gaps in portfolio construction. Quantitative investment techniques may also be utilized to help the Fund remain fully invested at all times.

          Principal Investment Risks: The Fund is subject to foreign investment risk (discussed below), market risk and company risk. Foreign investment risks are even more pronounced for investments in issuers located in countries with emerging economies and securities markets. The stock prices of smaller, lesser-known companies may fluctuate more than those of larger companies. As with any mutual fund, you can lose money by investing in this Fund.

          Investing in foreign investments entails risks beyond those of domestic investing. These include: (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 in 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 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.

          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 securities markets may be very small, share prices may be volatile and difficult to establish. In addition, foreign investors such as the Fund are subject to a variety of special restrictions in many such countries. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who seek high long-term total returns, understand the advantages of diversification across international markets, who are willing to tolerate the greater risks of foreign investments and who want to invest in a fund with a profile similar to the Fund’s benchmark index.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

         Large-Cap Growth Fund

          Investment Objective: The Fund seeks a favorable long-term return, mainly through capital appreciation, primarily from equity securities.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in large-cap equity securities. The Fund will invest primarily in large-cap equity securities that Advisors believes present the opportunity for growth. For purposes of the Fund’s 80% investment policy, “large-cap” securities are securities of issuers with capitalizations equal to or greater than the

TIAA-CREF Institutional Mutual Funds  § Retail Class § Prospectus  9

top 80% of issuers by capitalization within in the Russell 1000^® Index at the time of purchase. (Russell 1000^® is a trademark and service mark of the Russell Investment Group.) Generally, these equity securities will be those of large capitalized companies in new and emerging areas of the economy and companies with distinctive products or promising markets. Advisors looks for companies that it believes have the potential for strong earnings or sales growth, or that appear to be mispriced based on current earnings, assets or growth prospects. The Fund may invest in large, well-known, established companies, particularly when Advisors believes that the companies offer new or innovative products, services or processes that may enhance their future earnings. The Fund also seeks to invest in companies expected to benefit from prospective acquisitions, reorganizations, corporate restructurings or other special situations. The Fund may invest up to 20% of its total assets in foreign investments. The Fund may, on occasion, also invest a portion of its assets through quantitative techniques to maintain similar overall financial characteristics to the Fund’s benchmark, the Russell 1000^® Growth Index. These quantitative techniques, when used, may help Advisors control risk exposures by suggesting security selections that may fill unintended gaps in portfolio construction. Quantitative investment techniques may also be utilized to help the Fund remain fully invested in stocks at all times.

          Principal Investment Risks: The Fund is subject to market risk, company risk, style risk and foreign investment risk. It is also subject to the risks of growth investing.

          In addition, by focusing on the securities of larger companies, the Fund carries with it the risk that it may have fewer opportunities to identify securities that the market misprices and that these companies may grow more slowly than the economy as a whole or not at all. Further, stocks of companies involved in reorganizations and other special situations can often involve more risk than ordinary securities. Accordingly, the Fund’s performance is often more volatile than the overall stock market, and it could significantly outperform or underperform the stock market during any particular period. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who want a favorable long-term total return through capital appreciation but are willing to tolerate fluctuations in value and who want to invest in a fund with a profile similar to the Fund’s benchmark index.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

          Large-Cap Value Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of large domestic companies.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in large-cap equity securities. The Fund will invest primarily in equity securities of large domestic companies, as defined by the Fund’s benchmark index (the Russell 1000^® Value Index), that Advisors believes

10  Prospectus §  TIAA-CREF Institutional Mutual Funds §  Retail Class

appear undervalued by the market based on an evaluation of their potential worth. For purposes of the Fund’s 80% investment policy, “large-cap” securities are securities of issuers with a capitalization equal to or greater than the top 80% of issuers by capitalization within the Russell 1000^® Index at the time of purchase.

          The Fund uses a variety of comparative valuation criteria to determine whether shares of a particular company might be undervalued, including:

• analyses of historical valuations of the same security;

• valuations of comparable securities in the same sector or the overall market;

• various financial ratios such as stock price-to-book value, stock price-to-earnings, and dividend yield; and

• free cash flow generated by the company.

          The Fund may invest up to 20% of its total assets in foreign investments. The Fund may, on occasion, also invest a portion of its assets through quantitative techniques to maintain similar overall financial characteristics to the Fund’s benchmark index. These quantitative techniques, when used, may help Advisors risk exposures by suggesting security selections that may fill unintended gaps in portfolio construction. Quantitative investment techniques may also be utilized to help the Fund remain fully invested in stocks at all times.

          Principal Investment Risks: The Fund is subject to market risk, company risk, style risk and foreign investment risk. It is also subject to the risks of value investing.

          In addition, by focusing on the securities of larger companies, the Fund carries with it the risk that it may have fewer opportunities to identify securities that the market misprices and that these companies may grow more slowly than the economy as a whole or not at all. Further, stocks of companies involved in reorganizations and other special situations can often involve more risk than ordinary securities. Accordingly, the Fund’s performance is often more volatile than the overall stock market, and it could significantly outperform or underperform the stock market during any particular period. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who are looking for long-term total return through capital appreciation using a value investment style and who want to invest in a fund with a profile similar to the Fund’s benchmark index.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

         Mid-Cap Growth Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of medium-sized domestic companies.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in mid-cap equity securities. The Fund will invest primarily in equity securities of medium-sized domestic companies, as

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  11

defined by the Fund’s benchmark index (the Russell Midcap^® Growth Index), that Advisors believes present the opportunity for growth.

          Advisors looks for equity securities of companies that it believes have prospects for strong earnings or sales growth. The Fund invests in equity securities of companies that are in new and emerging areas of the economy, that have distinctive products or services and that are growing faster than the overall equity market. The Fund may also invest in companies that Advisors believes to be undervalued based on current earnings, assets or growth prospects. These investments could include companies likely to benefit from prospective acquisitions, reorganizations, corporate restructurings or other special situations.

          The Fund also uses proprietary quantitative models to take positions in securities that represent modest deviations from the benchmark index based on relative value, price or potential earnings growth. The Fund may invest up to 20% of its total assets in foreign investments. The Fund may, on occasion, also invest a portion of its assets through quantitative techniques to maintain similar overall financial characteristics to the Fund’s benchmark index. These quantitative techniques, when used, may help Advisors risk exposures by suggesting security selections that may fill unintended gaps in portfolio construction. Quantitative investment techniques may also be utilized to help the Fund remain fully invested in stocks at all times.

          Principal Investment Risks: The Fund is subject to market risk, company risk, foreign investment risk and mid-cap risk. The Fund is also subject to style risk and the risks of growth investing. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who desire capital appreciation and seek additional exposure to medium-sized domestic companies through a growth investment style and who want to invest in a fund with a profile similar to the Fund’s benchmark index.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

         Mid-Cap Value Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of medium-sized domestic companies.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in mid-cap equity securities. The Fund will invest primarily in equity securities of medium-sized domestic companies, as defined by the Fund’s benchmark index (the Russell Midcap^® Value Index), that Advisors believes appear undervalued by the market based on an evaluation of their potential worth.

          The Fund uses a variety of comparative valuation criteria to determine whether shares of a particular company might be undervalued, including:

• analyses of historical valuations of the same security;

12  Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

• valuations of comparable securities in the same sector or the overall market;

• various financial ratios such as stock price-to-book value, stock price-to-earnings, and dividend yield; and

• free cash flow generated by the company.

          The Fund may invest up to 20% of its total assets in foreign investments. The Fund may, on occasion, also invest a portion of its assets through quantitative techniques to maintain similar overall financial characteristics to the Fund’s benchmark index. These quantitative techniques, when used, may help Advisors control risk exposures by suggesting security selections that may fill unintended gaps in portfolio construction. Quantitative investment techniques may also be utilized to help the Fund remain fully invested in stocks at all times.

          Principal Investment Risks: The Fund is subject to market risk, company risk, mid-cap risk, and foreign investment risk. In addition, the Fund is subject to style risk and the risks of value investing. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who desire capital appreciation and seek additional exposure to medium-sized domestic companies through a value investment style, and who want to invest in a fund with a profile similar to the Fund’s benchmark index.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

          Small-Cap Equity Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of smaller domestic companies.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in small-cap equity securities. The Fund will invest primarily in equity securities of smaller domestic companies across a wide range of sectors, growth rates and valuations, that appear to have favorable prospects for significant long-term capital appreciation.

          The Fund seeks to add incremental return over its stated benchmark index, the Russell 2000^® Index, while also managing the relative risk of the Fund versus its benchmark index. The Fund uses proprietary quantitative models based on financial and investment theories to evaluate and score a broad universe of stocks in which the Fund invests. These models typically weigh many different variables, including:

•	the valuation of the individual stock versus the market or its peers;
•	future earnings and sustainable growth prospects; and
•	the price and volume trends of the stock.
The score is used to form the portfolio, along with the following additional inputs:
•	weightings of the stock, and its corresponding sector, in the benchmark;
•	correlations between the performance of the stocks in the universe; and
•	trading costs.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  13

          The overall goal is to build a portfolio of stocks that outperform the Fund’s stated benchmark index, while also managing the relative risk of the Fund versus its benchmark index.

          The Fund’s strategy is based upon Advisors’ understanding of the interplay of market factors and does not assure successful investment. The markets or the prices of individual securities may be affected by factors not taken into account in Advisors’ analysis.

          Principal Investment Risks: The Fund is subject to market risk, company risk and small-cap risk. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who desire capital appreciation and who are comfortable with the risks of investing in small domestic companies.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

Index Fund

          Equity Index Fund

          Investment Objective: The Fund seeks a favorable long-term total return, mainly from capital appreciation, by investing primarily in a portfolio of equity securities selected to track the overall U.S. equity markets based on a market index.

          Fund Benchmark: Russell 3000^® Index.

          Principal Investment Strategy: The Fund invests at least 80% of its net assets in equity securities selected to track the investment performance of the Russell 3000^® Index. The Fund may use a sampling approach to create a portfolio that closely matches the overall investment characteristics (for example, market capitalization and industry weightings of securities) of its index without investing in all of the stocks in the index. Because the return of an index is not reduced by investment and other operating expenses, the Fund’s ability to match its index is negatively affected by the costs of buying and selling securities as well as other expenses. The use of a particular index by the Fund is not a fundamental policy of the Fund and may be changed without shareholder approval.

          Principal Investment Risks: Generally, the Fund is subject to the same risks as the Equity Funds noted above. In particular, the Fund is subject to market and index risk as well as company risk. Also, because a small portion of the index is comprised of smaller, lesser-known companies, the Fund is also subject to small-and mid-cap risk. Although the Fund attempts to closely track the investment performance of its index, it does not duplicate the composition of the index and is subject to certain investment and operating expenses, which the index does not have. Therefore, the Fund cannot guarantee that its performance will match its index for any period of time. As with any mutual fund, you can lose money by investing in this Fund.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

14  Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

          Who May Want to Invest: The Fund may be appropriate for investors who seek a mutual fund with investment performance that attempts to closely track the performance of the Russell 3000^® Index.

          The Fund’s Index is described in more detail below in “More About Benchmarks and Other Indices.”

Specialty Equity Fund

          This Prospectus includes the following Specialty Equity Fund: the Social Choice Equity Fund.

          Social Choice Equity Fund

          Investment Objective: The Fund seeks a favorable long-term total return that reflects the investment performance of the overall U.S. stock market while giving special consideration to certain social criteria.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities. The Fund will invest primarily in equity securities that meet its social criteria. The Fund attempts to track the return of the U.S. stock market as represented by the Russell 3000^® Index, while investing only in companies whose activities are consistent with the Fund’s social criteria. It does this by investing in companies included in the KLD Research & Analytics, Inc. (“KLD”) Broad Market Social Index^SM (the “KLD BMS Index”),¹ which is a subset of companies in the Russell 3000^® Index screened to favor companies that meet or exceed the environmental, social and governance criteria described below.

          Companies that are currently excluded from the KLD BMS Index include:

• Companies that derive any revenues from the manufacture of alcohol or tobacco products, and retailers that derive significant revenues from the sale of alcohol or tobacco;

• Companies that derive any revenues from gambling;

¹ The Social Choice Equity Fund is not promoted, sponsored or endorsed by, or in any way affiliated with KLD. KLD is not responsible for and has not reviewed the Fund, nor any associated literature or publications and it makes no representation or warranty, express or implied, as to their accuracy, or completeness, or otherwise.

KLD’s publication of the KLD Indices in no way suggests or implies an opinion by it as to the attractiveness or appropriateness of investment in any or all securities upon which the KLD Indices are based. KLD makes no express or implied warranty, and expressly disclaims any warranty, of any kind, including without limitation, any warranty of merchantability or fitness for a particular purpose with respect to the KLD Indices or any data or any security (or combination thereof) included therein.

The KLD BMS Index^SM is derived from the constituents of the Russell 3000^® Index. The Russell 3000^® Index is a trademark/service mark of the Russell Investment Group (“RIG”). The use of the Russell 3000^® Index as the universe for the KLD BMS Index in no way suggests or implies an opinion by RIG as to the attractiveness of the KLD BMS Index or of the investment in any or all of the securities upon which the Russell Indices or KLD Indices are based.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  15

• Companies that derive any revenue from the manufacture of firearms and/or ammunition, and retailers that derive significant revenues from the sale of firearms and/or ammunition;

• Companies that derive significant revenues from the production of military weapons; and

• Electric utilities that own interests in nuclear power plants.

          The remaining companies are then evaluated for their records in certain qualitative areas. Concerns in one area do not automatically eliminate the company from the KLD BMS Index. Instead, KLD bases its screening decisions both on the company’s social performance in these areas relative to its industry peers, and the general social and environmental impact of the industries to which each company belongs. The following are some of the principal social criteria that KLD currently considers when selecting companies for inclusion in the KLD BMS Index:

• Safe and useful products, including a company’s record with respect to product safety, marketing practices, commitment to quality and research and development;

• Employee relations, including a company’s record with respect to labor matters, workplace safety, employee benefit programs and meaningful participation in company profits either through stock purchase or profit sharing plans;

• Human rights, including relations with indigenous peoples, non-U.S. labor relations, and operations in countries that KLD considers to have widespread and well-documented labor rights abuses;

• Corporate citizenship, including a company’s record with respect to philanthropic activities, community relations, and impact of operations on communities;

• Corporate governance, including executive compensation, tax disputes and accounting practices;

• Environmental performance, including a company’s record with respect to fines or penalties, waste disposal, toxic emissions, efforts in waste reduction and emissions reduction, recycling and environmentally beneficial fuels, products and services; and

• Diversity, including a company’s record with respect to promotion of women and minorities, equal employment opportunities, family friendly employee benefits and contracts with women and minority suppliers.

          The KLD BMS Index is reconstituted once a year based on an updated list of the companies comprising the Russell 3000^® Index. As of December 31, 2007 the KLD BMS Index was comprised of approximately 2,093 companies in the Russell 3000^® Index that passed certain exclusionary and qualitative screens.

          The Fund may invest in U.S. Government securities and in securities issued by foreign governments or their agencies or instrumentalities as approved by the

16Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

Corporate Governance and Social Responsibility Committee of the Board of Trustees. The Fund may invest up to 15% of its total assets in foreign investments.

          Principal Investment Risks: The Fund is subject to market risk, company risk, foreign investment risk and index risk. In addition, because its social criteria exclude securities of certain issuers for non-financial reasons, this Fund may forgo some market opportunities available to Funds that don’t use these criteria. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who seek a broadly-based equity investment that excludes companies based on certain social criteria.

          Please see “Principal Risks of Investing in the Equity Funds” above for more information.

Real Estate Securities Fund

        Real Estate Securities Fund

          Investment Objective: The Fund seeks to obtain a favorable long-term total return through both capital appreciation and current income, by investing primarily in equity and fixed-income securities of companies principally engaged in or related to the real estate industry.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in the equity and fixed-income securities of companies that are principally engaged in or related to the real estate industry (“real estate securities”), including those that own significant real estate assets, such as real estate investment trusts (“REITs”). The Fund is actively managed using a research-oriented process with a focus on cash flows, asset values and Advisors’ belief in management’s ability to increase shareholder value. The Fund does not invest directly in real estate. The Fund concentrates its investments in the real estate industry.

          An issuer is principally “engaged in” or principally “related to” the real estate industry if at least 50% of its total assets, gross income or net profits are attributable to ownership, construction, management or sale of residential, commercial or industrial real estate, or to products or services related to the real estate industry. The Fund typically invests in securities issued by equity REITs (which directly own real estate), mortgage REITs (which make short-term construction or real estate development loans or invest in long-term mortgages or mortgage pools), real estate brokers and developers, homebuilders, companies that manage real estate and companies that own substantial amounts of real estate. Businesses related to the real estate industry include manufacturers and distributors of building supplies and financial institutions that make or service mortgage loans.

          The Fund also may invest up to 15% of its total assets in real estate securities of foreign issuers and up to 20% of its total assets in equity (including preferred stock) and debt securities of issuers that are not engaged in or related to the real

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  17

estate industry. The benchmark index for the Fund is the Dow Jones Wilshire Real Estate Securities Index.

          Principal Investment Risks: The Fund is subject to the risks of real estate investing described below. It is also subject to market risk, foreign investment risk and company risk, as described under “Principal Risks of Investing in the Equity Funds” above, and interest rate risk and income risk, as described under “Principal Risks of Investing in the Fixed-Income Funds” below. Further, because the Fund concentrates its investments in only one industry and holds securities of relatively few issuers, the value of its portfolio is likely to experience greater fluctuations and may be subject to a greater risk of loss than those of other mutual funds.

          There are significant risks inherent in the investment objective and strategies of the Real Estate Securities Fund. Because of its objective of investing in, among other things, the securities of companies that own, construct, manage or sell residential, commercial or industrial real estate, it is subject to all of the risks associated with the ownership of real estate. These risks include, among others: declines in the value of real estate, negative changes in the climate for real estate, risks related to general and local economic conditions, over-building and increased competition, decreases in property revenues, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants, leveraging of interests in real estate, increases in prevailing interest rates and costs resulting from the clean-up of environmental problems. Because of its objective of investing in the securities of issuers whose products and services are engaged in or related to the real estate industry, it is subject to the risk that the value of such securities will be negatively affected by one or more of these risks.

          In addition to these risks, equity REITs may be affected by changes in the value of the underlying property of the trusts, while mortgage REITs may be affected by changes in the quality of any credit extended. Both equity and mortgage REITs are dependent upon management skill and may not be diversified. REITs are also subject to heavy cash flow dependency, defaults by borrowers, self-liquidation and the possibility of failing to qualify for special tax treatment under the Internal Revenue Code of 1986, as amended (the “Code”) or failing to meet other applicable regulatory requirements. Finally, certain REITs may be self-liquidating, meaning that a specific term of existence is provided for in their trust documents. In acquiring the securities of REITs, the Fund runs the risk that it could sell such securities at an inopportune time.

          The Fund is also exposed to the risks associated with investing in the securities of smaller companies, as often companies in the real estate industry are smaller, lesser-known companies. These securities may fluctuate in value more than those of larger companies because some smaller companies may depend on narrow product lines, have limited track records, lack depth of management or have thinly-traded securities.

18  Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

          No one can assure that a Fund will achieve its investment objective and investors should not consider any one Fund to be a complete investment program. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who want capital appreciation and income, who are looking to diversify their investments by investing in real estate securities and who are willing to accept the risk of investing in real estate securities.

          Please see “Principal Risks of Investing in the Equity Funds” above and “Principal Risks of Investing in the Fixed-Income Funds” below for more information.

Balanced Fund

          This Prospectus includes the following Balanced Fund: Managed Allocation Fund II.

          Managed Allocation Fund II

          Investment Objective: The Fund seeks favorable returns that reflect the broad investment performance of the financial markets through capital appreciation and investment income. The Fund will pursue this goal through a “fund of funds” approach, whereby the Fund will make investments primarily in other mutual funds.

          Principal Investment Strategy: The Fund may invest in shares of underlying funds such as: (1) the Trust’s other investment funds; and (2) other mutual funds or other permissible investment pools or products that may be selected by the Board of Trustees from time to time. The Managed Allocation Fund II may invest in underlying funds or products other than those listed above at any time in the future without obtaining shareholder approval. These additional underlying funds or products may have different investment objectives and styles from those currently held by the Fund and may change the risk profile of the Fund. The Fund will notify you where the addition of underlying funds or products would have a material effect on the composition of the Fund’s investment portfolio.

          Generally, the Fund will seek to meet its investment objective by investing: (1) approximately 60% of its net assets in equity funds including up to 5% of its net assets in real estate funds; and (2) approximately 40% of its net assets in fixed-income funds.

          The Fund currently intends to invest in the following equity funds:

• Large-Cap Growth Fund, which invests primarily in a diversified portfolio of common stocks that Advisors believes present the opportunity for growth, such as stocks of large-cap companies in new and emerging areas of the economy and companies with distinctive products or promising markets.

• International Equity Fund, which invests primarily in a broadly diversified portfolio of foreign equity investments.

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• Large-Cap Value Fund, which invests primarily in equity securities of large domestic companies that Advisors believes appear undervalued by the market based on an evaluation of their potential worth.

• Small-Cap Equity Fund, which invests primarily in equity securities of smaller domestic companies across a wide range of sectors, growth rates and valuations that appear to have favorable prospects for significant long-term capital appreciation.

• Growth & Income Fund, which invests primarily in a broadly diversified portfolio of income-producing equity securities selected for their investment potential.

          For the real estate securities component of its asset allocation strategy, the Managed Allocation Fund II currently intends to invest in the Real Estate Securities Fund, which invests primarily in the equity and fixed-income securities of companies that are principally engaged in or related to the real estate industry, including those that own significant real estate assets, such as REITs.

          The Fund currently intends to invest in the following fixed-income funds:

• Bond Plus Fund II, which divides its portfolio into two segments, one of which invests in a broad range of investment-grade debt securities, and the other of which seeks enhanced returns through investments in illiquid or non-investment-grade securities.

• Short-Term Bond Fund II, which invests primarily in a broad range of U.S. Treasury and agency securities, and corporate bonds with maturities from 1-5 years.

• High-Yield Fund II, which invests primarily in lower-rated, higher-yielding fixed-income securities, such as domestic and foreign corporate bonds, debentures, loans and notes, as well as convertible securities and preferred stocks.

• Inflation-Linked Bond Fund, which invests primarily in inflation-linked bonds—fixed-income securities whose returns are designed to track a specified inflation index over the life of the security.

          As a result of its investments in the underlying funds, the Managed Allocation Fund II’s returns will reflect investments in a mix of domestic stocks of companies of all sizes, foreign equities, real estate securities and a variety of domestic and foreign fixed-income instruments of private and governmental issuers of varying maturities and credit qualities. To maintain an appropriate allocation among the underlying funds, the Fund monitors the foreign and domestic equity markets, as well as overall financial and economic conditions. If Advisors believes that the relative attractiveness of the markets in which the equity and fixed-income funds are invested changes, it can adjust the percentage of investments in these funds up or down by up to 5%. At any given time the Fund plans on holding between 0 to 5% of its net assets in real estate funds. The Fund’s benchmark is a composite comprised of the benchmarks of each underlying fund based on the Fund’s allocations.

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          The composition of the Fund’s fixed-income portion will vary depending on the shape of the yield curve. This means that when there is not much difference between the yield on short-term and long-term bonds, the Fund will increase its investments in the Short-Term Bond Fund II. The Fund will have less than 5% of assets in the High-Yield Fund II.

          The Fund might sometimes be even more heavily weighted toward equities or fixed-income, if Advisors believes market conditions warrant. For example, the Fund might increase its holdings in fixed-income funds in periods when Advisors believes the equity markets will decline.

          For flexibility in meeting redemptions, expenses and the timing of new investments, and as a short-term defense during periods of unusual volatility, the Fund can also invest in government securities (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)), short-term paper or shares of the Money Market Fund. For temporary defensive purposes, the Managed Allocation Fund II may invest without limitation in such securities. The Fund cannot guarantee that this strategy will be successful.

          Principal Investment Risks: The Fund shares the risks associated with the types of securities held by each of the underlying funds in which it invests, including market risk, company risk, foreign investment risk, interest rate risk, credit risk, call risk and prepayment and extension risk. Interest rate, credit, call and prepayment and extension risks are described in “Principal Risks of Investing in the Fixed-Income Funds” below. The extent to which the investment performance and risks associated with the Fund correspond to those of a particular underlying fund depends upon the extent to which the Fund’s assets are allocated for investment among the underlying funds and such allocations may vary from time to time.

          The Fund is also subject to risks associated with the allocation of its assets among underlying funds. The Fund’s performance depends upon how its assets are allocated and reallocated between underlying funds in accordance with the ranges described above. However, there is no guarantee that such allocation and reallocation decisions will produce the desired results. It is possible that the Fund’s portfolio managers will focus on an underlying fund that performs poorly or underperforms other underlying funds under various market conditions. Investors could lose money as a result of these allocation decisions. Additionally, the Fund is subject to underlying fund risks as the ability of the Fund to achieve its investment objective will depend upon the ability of the underlying funds to achieve their investment objectives. There can be no guarantee that any underlying fund will achieve its investment objective.

          It is possible that the interests of the Managed Allocation Fund II could diverge from the interests of one or more of the underlying funds in which it invests. That could create a conflict of interest between the Managed Allocation Fund II and its underlying funds, in which case it could be difficult for the trustees of the Trust to fulfill their fiduciary duties to each fund, since they oversee both the Fund and the underlying funds. The Board of Trustees believes it has structured each Fund to

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avoid these concerns. However, it is still possible that proper action for the Managed Allocation Fund II could sometimes hurt the interests of an underlying fund, or vice versa. If that happens, Advisors and the Board of Trustees will carefully analyze the situation and take all steps they believe reasonable to minimize and, where possible, eliminate the potential conflict. Advisors and the Board of Trustees will, in any case, closely and continuously monitor each Fund’s investments to avoid these concerns as much as possible. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who prefer to have their asset allocation decisions made by professional money managers. The Fund is suitable for investors with medium- to long-term time horizons and who seek capital appreciation and investment income through broad diversification.

          Please see “Principal Risks of Investing in the Equity Funds” above and “Principal Risks of Investing in the Fixed-Income Funds” below for more information.

Fixed-Income Funds

          This Prospectus includes six Funds that invest primarily in fixed-income securities: the Bond Fund, Bond Plus Fund II, Short-Term Bond Fund II, High-Yield Fund II, Tax-Exempt Bond Fund II and Inflation-Linked Bond Fund.

          Principal Risks of Investing in the Fixed-Income Funds

          An investment in a Fixed-Income Fund, or any Fund’s fixed-income investments, typically are subject to the following principal investment risks described below:

• Income Volatility Risk—Income volatility refers to the degree and speed with which changes in prevailing market interest rates diminish the level of current income from a portfolio of fixed-income securities. The risk of income volatility is the risk that the level of current income from a portfolio of fixed-income securities declines in certain interest rate environments.

• Credit Risk (a type of Company Risk)—The risk that a decline in a company’s financial position may prevent it from making principal and interest payments on fixed-income securities when due. Credit risk relates to the ability of an issuer of a fixed-income security to pay principal and interest on the security on a timely basis and is the risk that the issuer could default on its obligations, thereby causing a Fund to lose its investment in the security. This risk is heightened in the case of investments in lower-rated, high-yield fixed-income securities.

• Call Risk—The risk that an issuer will redeem a fixed-income security prior to maturity. This often happens when prevailing interest rates are lower than the rate specified for the fixed-income security. If a fixed-income security is called early, a Fund may not be able to benefit fully from the increase in value that other fixed-income securities experience when interest rates decline.

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	Additionally, a Fund would likely have to reinvest the payoff proceeds at current yields, which are likely to be lower than the fixed-income securities in which the fund originally invested.
•	Interest Rate Risk (a type of Market Risk)—The risk that the value or yield of fixed-income securities may decline if interest rates change. In general, when prevailing interest rates decline, the market value of fixed-income securities (particularly those paying a fixed rate of interest) tends to increase. Conversely, when prevailing interest rates increase, the market value of fixed-income securities (particularly those paying a fixed rate of interest) tends to decline. Depending on the timing of the purchase of a fixed-income security and the price paid for it, changes in prevailing interest rates may increase or decrease the security’s yield.
•	Prepayment Risk and Extension Risk—Prepayment risk and extension risk are normally present in adjustable-rate mortgage loans, mortgage-backed securities and other asset-backed securities. For example, homeowners have the option to prepay their mortgages. Therefore, the duration of a security backed by home mortgages can either shorten (prepayment risk) or lengthen (extension risk). If interest rates on new mortgage loans fall sufficiently below the interest rates on existing outstanding mortgage loans, the rate of prepayment generally increases. Conversely, if mortgage loan interest rates rise above the interest rates on existing outstanding mortgage loans, the rate of prepayment generally decreases. In either case, a change in the prepayment rate and the resulting change in duration of fixed-income securities held by a Fund can result in losses to investors in the Fund.

          In addition to the principal investment risks set forth above, there are other risks associated with a particular Fixed-Income Fund that are discussed in the following Fund summaries, which may include some of the risks previously identified for the Equity Funds. The use of a particular index as a Fund’s benchmark index is not a fundamental policy and can be changed without shareholder approval.

          No one can assure that a Fund will achieve its investment objective and investors should not consider any one Fund to be a complete investment program. As with all mutual funds, there is a risk that an investor could lose money by investing in a Fund.

          Bond Fund

          Investment Objective: The Fund seeks as favorable a long-term total return through income as is consistent with preserving capital, primarily from investment-grade fixed-income securities.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in investment-grade bonds and other bonds. Bonds of this type may include U.S. Government securities, corporate bonds and mortgage-backed or other asset-backed securities. The Fund also invests in other fixed-income securities. The Fund does not rely exclusively on rating agencies when making investment decisions. Instead, Advisors does its own credit analysis, paying particular

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attention to economic trends and other market events. Individual securities or sectors are then overweighted or underweighted relative to the Fund’s benchmark index, the Lehman Brothers U.S. Aggregate Index, when Advisors believes that the Fund can take advantage of what appear to be undervalued, overlooked or misunderstood issuers that offer the potential to boost returns above that of the index.

          The Fund is managed to maintain an average duration that is similar to the Lehman Brothers U.S. Aggregate Index. Duration is a measure of volatility in the price of a bond in response to a change in prevailing interest rates, with a longer duration indicating more volatility. As of December 31, 2007, the duration of the Lehman Brothers U.S. Aggregate Index was 4.41 years. By keeping the duration of the Fund close to that of the index, the returns due to changes in interest rates should be similar between the Fund and the index. The Fund may invest up to 15% of its total assets in fixed-income securities of foreign issuers.

          The Fund’s investments in mortgage-backed securities can include pass-through securities sold by private, governmental and government-related organizations and collateralized mortgage obligations (“CMOs”). Mortgage pass-through securities are created when mortgages are pooled together and interests in the pool are sold to investors. The cash flow from the underlying mortgages is “passed through” to investors in periodic principal and interest payments. CMOs are obligations that are fully collateralized directly or indirectly by a pool of mortgages from which payments of principal and interest are dedicated to the payment of principal and interest.

          The Fund may use an investment strategy called “mortgage rolls” (also referred to as “dollar rolls”), in which the Fund sells securities for delivery in the current month and simultaneously contracts with a counterparty to repurchase similar (same type, coupon and maturity) but not identical securities on a specified future date. The Fund loses the right to receive principal and interest paid on the securities sold. However, the Fund would benefit to the extent of any price received for the securities sold and the lower forward price for the future purchase (often referred to as the “drop”) plus the interest earned on the short-term investment awaiting the settlement date of the forward purchase. If such benefits exceed the income and gain or loss due to mortgage repayments that would have been realized on the securities sold as part of the mortgage roll, the use of this technique will enhance the investment performance of the Fund compared with what such performance would have been without the use of mortgage rolls. Realizing benefits from the use of mortgage rolls depends upon the ability of Advisors, the Fund’s investment adviser, to predict correctly mortgage prepayments and interest rates.

          The Fund may also engage in duration-neutral relative value trading, a strategy in which the Fund buys and sells government bonds of identical credit quality but different maturity dates in an attempt to take advantage of spread differentials along the yield curve (i.e., differences in yield between short-term and long-term

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securities). The duration-neutral relative value trading strategy is designed to enhance the Fund’s returns but increases the Fund’s portfolio turnover rate.

          Principal Investment Risks: The Fund is subject to interest rate risk and prepayment/extension risk as well as company risk, income risk, credit risk, call risk, foreign investment risk and index risk. The value of securities held by the Fund changes in response to daily changes in prevailing market interest rates. Although the Fund invests primarily in investment-grade securities, market values for such securities can still vary independent of interest rate changes, depending upon the market evaluation of general credit conditions and liquidity.

          Under the Fund’s mortgage roll investment strategy, there is a risk that Advisors will not correctly predict mortgage prepayments and interest rates, which will diminish the investment performance of the Fund compared with what such performance would have been without the use of the strategy.

          Securities originally rated “investment-grade” are sometimes subsequently downgraded, should Advisors and/or a ratings agency like Moody’s Investors Service, Inc. (“Moody’s”) or Standard & Poor’s (“S&P”) believe the issuer’s business outlook or creditworthiness has deteriorated. The Fund will attempt to sell any security held by the Fund which is downgraded to a below investment-grade rating as promptly as possible, consistent with the best interests of the Fund. Lower-rated bonds can at times be harder to sell than investment-grade bonds, and their prices can be more volatile and more difficult to determine than the prices of higher-quality securities. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for those who want to invest in a general high-quality fixed-income mutual fund.

          Please see “Principal Risks of Investing in the Fixed-Income Funds” above for more information.

          Bond Plus Fund II

          Investment Objective: The Fund seeks a favorable long-term return, primarily through high current income consistent with preserving capital.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in bonds. The Fund is managed to track the duration of the Lehman Brothers U.S. Aggregate Index. Duration is a measurement of the change in the value of a bond portfolio in response to a change in interest rates. As of December 31, 2007, the duration of the index was 4.41 years. By keeping the Fund’s duration close to the Lehman Index’s duration, the Fund’s returns due to changes in interest rates should be similar to the index’s returns due to changes in interest rates.

          The Fund’s portfolio is divided into two segments. The first segment, which makes up at least 75% of the Fund’s assets is invested primarily in a broad range of the debt securities in the Lehman Index. The majority of this segment is invested in U.S. Treasury and agency securities, corporate bonds, and mortgage-backed and asset-backed securities. The Fund’s holdings are mainly high-quality securities rated

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in the top four credit categories by Moody’s or S&P, or that Advisors determines are of comparable quality. Individual securities or sectors are then overweighted or underweighted as compared to their weight in the Lehman Index depending on where Advisors finds undervalued or overlooked issues that Advisors believes offer the potential for superior returns compared to the Lehman Index. This segment can include foreign investments, but the Fund does not expect them to exceed 15% of the Fund’s assets. The Fund can also invest in money market instruments.

          The other segment of the Fund is invested in securities with special features, in an effort to improve the Fund’s total return. This segment primarily will be invested in securities not in the benchmark such as inflation-linked securities or in securities that may be illiquid, and non-investment-grade securities (those rated Bal or lower by Moody’s or BB+ or lower by S&P). Currently, the Fund expects this part to comprise less than 5% of its assets, but if market conditions warrant it could grow as large as 25%. However, investments in illiquid securities will never be more than 15% of the Fund’s assets.

          Principal Investment Risks: The Fund is subject to interest rate risk and repayment/extension risk as well as company risk, income risk, credit risk, call risk, foreign investment risk and index risk.

          In addition, non-investment-grade securities, which are usually called “high-yield” or “junk” bonds, offer higher returns but also entail higher risks. Issuers of “junk” bonds are typically in weak financial health, their ability to pay principal and interest is uncertain and they have a higher risk of becoming insolvent. Small changes in the issuer’s creditworthiness can have more impact on the price of lower-rated bonds than would comparable changes for investment-grade bonds. Lower-rated bonds can also be harder to value and sell and their prices can be more volatile than the prices of higher-quality securities. “Junk” bond markets also may react strongly to adverse news about an issuer or the economy, or the perception or expectation of adverse news.

          Bear in mind that all these risks can also apply to the lower levels of “investment-grade” securities, for example, Moody’s Baa and S&P’s BBB. Also, securities originally rated “investment-grade” are sometimes downgraded later on, should a ratings service believe the issuer’s business outlook or creditworthiness has deteriorated. If that happens to a security in the Bond Plus Fund II, it may or may not be sold, depending on analysis by Advisors of the issuer’s prospects. However, the Fund will not purchase below-investment-grade securities if that would increase their amount in the portfolio above the Fund’s current investment target. The Fund does not rely exclusively on credit ratings when making investment decisions because they may not alone be an accurate measure of the risk of lower-rated bonds. Instead, Advisors also does its own credit analysis, paying particular attention to economic trends and other market events. The Fund’s investments in mortgage-backed securities are subject to prepayment and extension risk.

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          The Fund can hold illiquid securities. A risk of investing in illiquid securities is that they may be difficult to sell for their fair market value. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for conservative investors who want to invest in a general bond fund and can accept a slightly higher level of risk than a traditional bond fund.

          Please see “Principal Risks of Investing in the Fixed-Income Funds” above for more information.

          Short-Term Bond Fund II

          Investment Objective: The Fund seeks high current income consistent with preservation of capital.

          Principal Investment Strategies: The Fund invests primarily in a broad range of debt securities comprising the Lehman Brothers Mutual Fund Short (1-5 year) U.S. Government/Credit Index. Under normal circumstances, the Fund invests at least 80% of its net assets in U.S. Treasury and agency securities and corporate bonds with maturities less than 5 years. It can also hold other fixed-income securities. These include foreign corporate bonds, debentures and notes, mortgage-backed securities, asset-backed securities, convertible securities and preferred stocks. The Fund may overweight or underweight individual securities or sectors as compared to their weight in the index when Advisors finds undervalued or overlooked issues that it believes offer the potential for superior returns. The Fund may also invest in securities that are not in the index because when Advisors believes they offer the potential for superior returns.

          The Fund generally seeks to maintain an average duration similar to that of its benchmark. Duration is a measurement of the change in the value of a bond portfolio in response to a change in interest rates. By keeping the duration of the Fund close to the index’s duration, the Fund’s returns due to changes in interest rates should be similar to the index’s returns due to changes in the interest rates. As of December 31, 2007, the duration of the index was 2.44 years. The Fund has a policy of maintaining a dollar-weighted average maturity of portfolio holdings of no more than three years.

          The Short-Term Bond Fund II also may invest up to 15% of its assets in the securities of foreign issuers. The Fund may invest in mortgage-backed securities including pass-through certificates and collateralized mortgage obligations (CMOs).

          Principal Investment Risks: The Fund is subject to interest rate risk, credit risk and call risk. In addition, mortgage-backed securities in which the Fund may invest are subject to extension risk and prepayment risk. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for more conservative investors who seek high current income consistent with preservation of capital in an effort to minimize volatility of changes in principal value.

          Please see “Principal Risks of Investing in the Fixed-Income Funds” above for more information.

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         High-Yield Fund II

          Investment Objective: The Fund seeks high current income and, when consistent with its primary objective, capital appreciation.

          Principal Investment Strategies: The Fund invests primarily in lower-rated, higher-yielding fixed-income securities, such as domestic and foreign corporate bonds, debentures, loan participations and assignments and notes, as well as convertible securities and preferred stocks. Under normal market circumstances, the Fund invests at least 80% of its net assets in debt and other fixed-income securities rated lower than investment-grade (and their unrated equivalents) or other high-yielding debt securities. (These are often called “junk” bonds.) Most of these will be securities rated in the BB or B categories by S&P, or the Ba or B categories by Moody’s. The Fund may invest up to 20% of its assets in the following other types of instruments: payment-in-kind or deferred-interest obligations, defaulted securities, asset-backed securities, securities rated lower than B– or its equivalent by at least two rating agencies and securities having limited liquidity.

          The Fund can make foreign investments, but the Fund does not expect them to be over 20% of its assets. The Fund can have up to 15% of its assets in illiquid securities. The Fund can also invest in U.S. Treasury and agency securities or other short-term instruments when other suitable investment opportunities aren’t available, or when Advisors would like to build the Fund’s liquidity.

          Over long periods of time, a broadly diversified portfolio of lower-rated, higher-yielding securities should, net of capital losses, provide a higher net return than a similarly diversified portfolio of higher-rated, lower-yielding securities of similar duration. Advisors attempts to minimize the risks of investing in lower-rated securities by:

• Doing its own credit analysis (independent of the rating agencies). The Fund will buy securities of issuers with a balance of operational and financial risks that Advisors believes make it likely that such issuers will be able to meet their financial obligations;

• Constructing a portfolio of securities diversified by industry, geography, maturity, duration and credit quality; and

• Buying or selling particular securities to take advantage of anticipated changes and trends in the economy and financial markets.

          Advisors’ judgment of the value of any particular security is a function of its experience with lower-rated securities, evaluation of general economic and securities market conditions and the financial condition of the security’s issuer. Under some market conditions, the Fund may sacrifice potential yield in order to adopt a defensive posture designed to preserve capital.

          Advisors may from time to time share investment research and ideas about high-yield securities with its affiliate, Teachers Insurance and Annuity Association of America (“TIAA”). While Advisors believes that such sharing of information provides benefits to the Fund and its shareholders, the Fund may at times be

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prevented from buying or selling certain securities or may need to sell certain securities before it may otherwise do so, in order to comply with the federal securities laws.

          Principal Investment Risks: The Fund is subject to interest rate risk, call risk and credit risk. Investors should expect greater fluctuations in share price, yield, and total return compared to mutual funds holding bonds and other income-bearing securities with higher credit ratings and/or shorter maturities. These fluctuations, whether positive or negative, may be sharp and unanticipated. During the periods when the market for high-yield securities is volatile, it may be difficult for the Fund to buy or sell its securities. An investment in this Fund is much riskier than an investment in bond funds that do not invest primarily in lower-rated debt securities.

          In addition, non-investment-grade securities, which are usually called “high-yield” or “junk” bonds, offer higher returns but also entail higher risks. Issuers of “junk” bonds are typically in weak financial health, their ability to pay principal and interest is uncertain and they have a higher risk of becoming insolvent. Small changes in the issuer’s creditworthiness can have more impact on the price of lower-rated bonds than would comparable changes for investment-grade bonds. Lower-rated bonds can also be harder to value or sell, and their prices can be more volatile than the prices of higher-quality securities. “Junk” bond markets also may react strongly to adverse news about an issuer or the economy, or the perception or expectation of adverse news.

          The Fund can hold illiquid securities. Illiquid securities may be difficult to sell for their fair market value. Current income risk can also be significant for this Fund. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for less conservative investors who seek high current income and capital appreciation, who want to invest in an income fund that invests in high-yield securities and who are willing to accept a significantly higher level of risk than with traditional bond funds. The Fund may also be appropriate for investors who seek additional diversification for their portfolios, since in the past the returns for high-yield bonds have not correlated closely with the returns from other types of assets.

          Please see “Principal Risks of Investing in the Fixed-Income Funds” above for more information.

         Tax-Exempt Bond Fund II

          Investment Objective: The Fund seeks a high level of current income that is exempt from regular federal income tax, consistent with preservation of capital.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in tax-exempt bonds, a type of municipal security, the interest on which, in the opinion of the issuer’s bond counsel at the time of issuance, is exempt from federal income tax, including federal alternative minimum tax. The Fund may also invest in other municipal securities including bonds, notes, commercial paper and other instruments (including participation

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interests in such securities) issued by or on behalf of the states, territories and possessions of the United States (including the District of Columbia) and their political subdivisions, agencies and instrumentalities, the interest on which, in the opinion of bond counsel for the issuers at the time of issuance, is exempt from regular federal income tax (i.e., excludable from gross income for individuals for federal income tax purposes but not necessarily exempt from federal alternative minimum tax (AMT). Some of these securities may also be exempt from certain state and local income taxes.

          Municipal securities are often issued to raise funds for various public purposes, including the construction of a wide range of public facilities such as bridges, highways, housing, hospitals, mass transportation facilities, schools, streets and public utilities such as water and sewer works.

          The Fund may invest up to 20% of its assets in private activity bonds. Private activity bonds are tax-exempt bonds whose proceeds are used to finance private, for-profit organizations. The interest on these securities (including the Fund’s distribution of that interest) may be a preference item for purposes of the AMT. The AMT is a special tax system that ensures that individuals and certain corporations pay at least some federal taxes. Income from securities that are a preference item is included in the computation of the AMT.

          The Fund can also invest in other municipal securities, including certificates of participation, municipal leases, municipal obligation components and municipal custody receipts. In addition, the Fund can invest in municipal bonds secured by mortgages on single-family homes and multi-family projects. The Fund’s investments in these securities are subject to prepayment and extension risk. All of the Fund’s assets are dollar-denominated securities.

          The Fund may invest up to 20% of assets in securities rated below investment-grade, or unrated securities of comparable quality, which are usually called “junk” bonds. Issuers of “junk” bonds are typically in weak financial health, their ability to pay interest and principal is uncertain and they have a higher risk of becoming insolvent. Small changes in the issuer’s creditworthiness can have more impact on the price of lower-rated bonds than would comparable changes for investment-grade bonds. Lower-rated bonds can also be harder to value and sell and their prices can be more volatile than the prices of higher-quality securities. “Junk” bond markets may react strongly to adverse news about an issuer or the economy, or to the perception or expectation of adverse news.

          The Fund pursues superior returns using historical yield spread and credit analysis to identify and invest in undervalued market sectors and individual securities. The Fund usually sells investments that Advisors believes to be overvalued on a relative basis. The Fund generally seeks to maintain an average duration in the Fund equal to that of its benchmark, the Lehman Brothers 10 Year Municipal Bond Index, of approximately 7 years. Duration is a measure of the change in the value of a bond portfolio in response to a change in interest rates.

          Principal Investment Risks: The Fund is subject to interest rate risk, credit risk and call risk. The Fund also is subject to current income volatility and the

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related risk that falling interest rates will cause the Fund’s income to fall as it invests assets at progressively lower rates.

          Because of their tax-exempt status, the yields and market values of municipal securities may be hurt more by changes in tax rates and policies than similar income-bearing securities.

          Obligations of the issuer to pay the principal and interest on a municipal obligation are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors, such as the Federal Bankruptcy Act, and laws that may be enacted by Congress or state legislatures extending the time for payment of principal or interest or imposing other constraints on the enforcement of those obligations. There is also the possibility that litigation or other conditions may materially affect the power or ability of the issuer to pay the principal or interest on a municipal obligation when due. Municipal lease obligations and certificates of participation are subject to the added risk that a government lessee will fail to appropriate Funds to enable it to make lease payments. As with any mutual fund, you can lose money by investing in this Fund.

          This Fund may be more sensitive to adverse economic, business or political developments if it invests a substantial portion of its assets in the bonds of similar projects (e.g., education, welfare and utilities), industrial development bonds or bonds from issuers in a single state.

          Who May Want to Invest: The Fund may be appropriate for investors who seek tax-free income and a modest amount of capital appreciation and can assume a level of risk similar to that of a traditional bond fund. The Fund may not be an appropriate investment in connection with tax-favored arrangements like Individual Retirement Accounts (“IRAs”), or if you are in a lower tax-bracket.

          Please see “Principal Risks of Investing in the Fixed-Income Funds” above for more information.

          Inflation-Linked Bond Fund

          Investment Objective: The Fund seeks a long-term rate of return that outpaces inflation, primarily through investment in inflation-linked bonds.

          Principal Investment Strategies: Under normal circumstances, the Fund invests at least 80% of its net assets in fixed-income securities whose returns are designed to track a specified inflation index, the Consumer Price Index for All Urban Consumers (“CPI-U”), over the life of the security. Typically, the Fund will invest in U.S. Treasury Inflation-Indexed Securities (“TIIS”). The Fund can also invest in (1) other inflation-indexed bonds issued or guaranteed by the U.S. Government or its agencies, by corporations and other U.S. domiciled issuers, as well as foreign governments, and (2) money market instruments or other short-term securities.

          Like conventional bonds, inflation-indexed bonds generally pay interest at fixed intervals and return the principal at maturity. Unlike conventional bonds, an inflation-indexed bond’s principal or interest is adjusted periodically to reflect changes in a specified inflation index. Inflation-indexed bonds are designed to preserve purchasing power over the life of the bond while paying a “real” rate of interest (i.e., a return over

TIAA-CREF Institutional Mutual Funds § Retail Class §Prospectus 31

and above the inflation rate). These bonds are generally issued at a fixed interest rate that is lower than that of conventional bonds of comparable maturity and quality, but they generally retain their value against inflation over time.

          The principal amount of a TIIS bond is adjusted periodically for inflation using the CPI-U. Interest is paid twice a year. The interest rate is fixed, but the amount of each interest payment varies as the principal is adjusted for inflation. The principal amount of a TIIS instrument may diminish in times of deflation. However, the U.S. Treasury guarantees that the final principal payment at maturity is at least the original principal amount of the bond. The interest and principal components of the bonds may be “stripped” or sold separately. The Fund can buy or sell either component.

          The Fund may also invest in inflation-indexed bonds issued or guaranteed by foreign governments and their agencies, as well as other foreign issuers. These investments are usually designed to track the inflation rate in the issuing country. Under most circumstances, the Fund’s investments in inflation-linked bonds of foreign issuers is generally less than 25% of its total assets.

          The Fund is managed to maintain a duration that is similar to its benchmark index, the Lehman Brothers U.S. Treasury Inflation-Protected Securities Index. Duration is the approximate percentage change in the price of a bond in response to a change in prevailing interest rates. As of December 31, 2007, the duration of the Lehman Brothers U.S. Treasury Inflation-Protected Securities Index was 6.57 years. By keeping the duration of the Fund close to that of the index, the returns due to changes in interest rates should be similar between the Fund and the index. Typically, the Fund invests in corporate and foreign inflation-indexed bonds that are similar in duration and maturity as those of U.S. Government inflation-indexed bonds.

          The Fund also may invest in any of the fixed-income securities in which the Bond Fund invests, provided that no more than 5% of its total assets are invested in fixed-income securities rated below investment-grade.

          Principal Investment Risks: The Fund is subject to interest rate risk. As a result, its total return may not actually track the selected inflation index every year. Market values of inflation-indexed bonds can be affected by changes in the market’s inflation expectations or changes in real rates of interest. Also, the CPI-U may not accurately reflect the true rate of inflation. If the market perceives that the index used by TIIS does not accurately reflect inflation, the market value of those bonds could be adversely affected. In addition, the Fund may be subject to certain tax risks that are described below in “Taxes.” As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for investors who are especially concerned about protecting their investments from the adverse effects of inflation, seek a modest “real” rate of return (i.e., greater than the inflation rate) and want to balance their holdings in stocks, conventional fixed-income securities, and other investments with an investment in a “value preservation” option.

          Please see “Principal Risks of Investing in the Fixed-Income Funds” above for more information.

32   Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

Money Market Fund

          This Prospectus includes one Fund that invests primarily in high-quality, short-term money market instruments: the Money Market Fund

          Money Market Fund

          Investment Objective: The Fund seeks high current income consistent with maintaining liquidity and preserving capital.

          Principal Investment Strategies: The Fund invests primarily in high-quality short-term money market instruments. Generally, the Fund seeks to maintain a share value of $1.00 per share.

          The Fund invests in:

(1) Commercial paper (short-term “IOUs” issued by corporations and others) or variable-rate floating-rate or variable-amount securities of domestic or foreign companies;

(2) Obligations of commercial banks, savings banks, savings and loan associations, and foreign banks whose latest annual financial statements show more than $1 billion in assets. These include certificates of deposit, time deposits, bankers’ acceptances and other short-term debt;

(3)	Securities issued by, or whose principal and interest are guaranteed by, the U.S. Government or one of its agencies or instrumentalities;
(4)	Other debt obligations with a remaining maturity of 397 days or less issued by domestic or foreign companies;

(5) Repurchase agreements involving securities issued or guaranteed by the U.S. Government or one of its agencies or instrumentalities, or involving certificates of deposit, commercial paper or bankers’ acceptances;

(6)	Participation interests in loans banks have made to the issuers of (1) and (4) above (these may be considered illiquid);
(7)	Asset-backed securities issued by domestic corporations or trusts;
(8)	Obligations issued or guaranteed by foreign governments or their political subdivisions, agencies or instrumentalities; and/or
(9)	Obligations of international organizations (and related government agencies) designated or supported by U.S. or foreign government agencies to promote economic development or international banking.

          The Money Market Fund limits its investments to securities that present minimal credit risk and are rated in the highest rating categories for short-term instruments. The Fund will only purchase money market instruments that at the time of purchase are “First Tier Securities,” that is, instruments rated within the highest category by at least two nationally recognized statistical rating organizations (“NRSROs”), or rated within the highest category by one NRSRO if it is the only NRSRO to have issued a rating for the security, or unrated securities of comparable quality. The Fund can also invest up to 30% of its assets in money market and debt instruments of foreign issuers denominated in U.S. dollars.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus   33

          The above list of investments is not exclusive and the Fund may make other investments consistent with its investment objective and policies.

          The benchmark index for the Fund is the iMoneyNet Money Fund Report Average^TM—All Taxable.

          Principal Investment Risks: The principal risk of investing in the Money Market Fund is current income risk—that is, the income the Fund receives may fall as a result of a decline in interest rates. To a lesser extent, the Fund is also subject to market risk, company risk, income volatility, interest rate risk, prepayment risk and extension risk. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. An investment in the Money Market Fund, like the other Funds, is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. As with any mutual fund, you can lose money by investing in this Fund.

          Who May Want to Invest: The Fund may be appropriate for conservative investors who are looking for a high degree of principal stability and liquidity, and are willing to accept returns that may be lower than those offered by longer-term fixed-income investments.

          Please see “Principal Risks of Investing in the Fixed-Income Funds” above for more information.

PAST PERFORMANCE

          The bar charts and performance tables help illustrate some of the risks of investing in the Retail Class shares of the Funds, and how investment performance varies. The bar charts show the performance of the Retail Class of each Fund, before taxes, in each full calendar year since inception (i.e., the annual total returns). Below each chart, the best and worst returns for a calendar quarter since inception of the Retail Class of the Fund are noted.

          The performance table following the charts shows each Fund’s Retail Class average annual total returns (before and after taxes) over the one-year, five-year (where applicable) and since inception periods ended December 31, 2007, and how those returns compare to those of broad-based securities market indices.

          The performance returns included in the bar charts and performance table for the periods shown below reflect previous agreements by Advisors to reimburse the Funds for some of their “other expenses” and to waive some of the Funds’ management fees. Without these waivers and reimbursements, the Retail Class returns of certain Funds would have been lower. How the Retail Class of the Funds has performed in the past is not necessarily an indication of how it will perform in the future.

          The benchmarks and indices listed below are unmanaged and you cannot invest directly in an index. The use of a particular benchmark or comparative index is not a fundamental policy and can be changed without shareholder approval. The Funds will notify you if such a change is made.

34   Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

ANNUAL TOTAL RETURNS FOR THE RETAIL CLASS (%)

Growth & Income Fund

Best quarter: 8.39% for the quarter ended June 30, 2007. Worst quarter: 1.34%, for the quarter ended December 31, 2007.

International Equity Fund

Best quarter: 7.17% for the quarter ended March 31, 2007. Worst quarter: 1.28%, for the quarter ended December 31, 2007.

The returns of the Retail Class of the International Equity Fund were affected by a misallocation of income and net capital gains among the Fund’s share classes. If this misallocation had not occurred the Retail Class’ One Year return would have been 19.38%. Shareholders who owned Retail Class shares on or before May 25, 2006, and who were affected by this misallocation of income by more than $10, were made whole through direct payments by Advisors.

Large-Cap Growth Fund

Best quarter: 8.88% for the quarter ended September 30, 2007. Worst quarter: 1.78%, for the quarter ended March 31, 2007.

Large-Cap Value Fund

Best quarter: 18.42% for the quarter ended June 30, 2003. Worst quarter: –5.96%, for the quarter ended December 31, 2007.

TIAA-CREF Institutional Mutual Funds §Retail Class §Prospectus35

ANNUAL TOTAL RETURNS FOR THE RETAIL CLASS (%) (continued)

Mid-Cap Growth Fund

Best quarter: 18.34% for the quarter ended June 30, 2003. Worst quarter: –7.48%, for the quarter ended June 30, 2006.

Mid-Cap Value Fund

Best quarter: 18.58% for the quarter ended June 30, 2003. Worst quarter: –4.17%, for the quarter ended December 31, 2007.

Small-Cap Equity Fund

Best quarter: 23.49% for the quarter ended June 30, 2003. Worst quarter: –6.93%, for the quarter ended September 30, 2007.

Equity Index Fund

Best quarter: 5.72% for the quarter ended June 30, 2007. Worst quarter: –3.31%, for the quarter ended December 31, 2007.

36  Prospectus §TIAA-CREF Institutional Mutual Funds §Retail Class

ANNUAL TOTAL RETURNS FOR THE RETAIL CLASS (%) (continued)

Social Choice Equity Fund

Best quarter: 5.14% for the quarter ended June 30, 2007. Worst quarter: –3.01%, for the quarter ended December 31, 2007.

Real Estate Securities Fund

Best quarter: 17.12% for the quarter ended December 31, 2004. Worst quarter: –12.03%, for the quarter ended December 31, 2007.

Managed Allocation Fund II

Best quarter: 3.64% for the quarter ended June 30, 2007. Worst quarter: –0.06%, for the quarter ended December 31, 2007.

Bond Fund

Best quarter: 2.72% for the quarter ended December 31, 2007. Worst quarter: –0.48%, for the quarter ended June 30, 2007.

TIAA-CREF Institutional Mutual Funds §Retail Class §Prospectus37

ANNUAL TOTAL RETURNS FOR THE RETAIL CLASS (%) (continued)

Bond Plus Fund II

Best quarter: 2.10% for the quarter ended September 30, 2007. Worst quarter: –0.62%, for the quarter ended June 30, 2007.

Short-Term Bond Fund II

Best quarter: 2.00% for the quarter ended September 30, 2007. Worst quarter: 0.28%, for the quarter ended June 30, 2007.

High-Yield Fund II

Best quarter: 2.98% for the quarter ended March 31, 2007. Worst quarter: –0.42%, for the quarter ended December 31, 2007.

Tax-Exempt Bond Fund II

Best quarter: 2.58% for the quarter ended September 30, 2007. Worst quarter: –0.95%, for the quarter ended June 30, 2007.

38  Prospectus §TIAA-CREF Institutional Mutual Funds §Retail Class

ANNUAL TOTAL RETURNS FOR THE RETAIL CLASS (%) (concluded)

Inflation-Linked Bond Fund

Best quarter: 5.15% for the quarter ended March 31, 2004. Worst quarter: –3.19%, for the quarter ended June 30, 2004.

Money Market Fund

Best quarter: 1.30% for the quarter ended June 30, 2007. Worst quarter: 1.22%, for the quarter ended December 31, 2007.

TIAA-CREF Institutional Mutual Funds §Retail Class §Prospectus39

AVERAGE ANNUAL TOTAL RETURNS FOR RETAIL CLASS SHARES

(Before and After Taxes)

	One Year (January 1, 2007 to December 31, 2007)		Five Years (January 31, 2003 to December 31, 2007)		Since Inception to December 31, 2007
Growth & Income Fund
Inception Date: March 31, 2006
Return Before Taxes	18.87%		15.55%	1	3.59%	1
Return After Taxes on Distributions	18.30%		14.57%	1	2.85%	1
Return After Taxes on Distributions and Sale of Fund Shares	12.98%		13.41%	1	2.80%	1
S&P® 500 Index	5.49%		12.82%		2.38%
International Equity Fund
Inception Date: March 31, 2006
Return Before Taxes	18.86%	4	24.47%	1,3	10.33%	1,3
Return After Taxes on Distributions	15.75%		22.11%	1,3	8.78%	1,3
Return After Taxes on Distributions and Sale of Fund Shares	16.04%		21.07%	1,3	8.53%	1,3
MSCI EAFE® Index	11.17%		21.58%		7.45%
Large-Cap Growth Fund
Inception Date: March 31, 2006
Return Before Taxes	21.66%		—		13.02%
Return After Taxes on Distributions	20.64%		—		12.43%
Return After Taxes on Distributions and Sale of Fund Shares	15.37%		—		11.11%
Russell 1000® Growth Index	11.81%		—		10.06%
Large-Cap Value Fund
Inception Date: October 1, 2002
Return Before Taxes	–0.19%		15.31%		15.71%	2
Return After Taxes on Distributions	–1.58%		13.61%		14.05%	2
Return After Taxes on Distributions and Sale of Fund Shares	1.02%		12.77%		13.16%	2
Russell 1000® Value Index	–0.17%		14.62%		15.01%
Mid-Cap Growth Fund
Inception Date: October 1, 2002
Return Before Taxes	17.24%		18.54%		19.09%	2
Return After Taxes on Distributions	15.86%		17.56%		18.16%	2
Return After Taxes on Distributions and Sale of Fund Shares	12.68%		16.11%		16.66%	2
Russell Midcap® Growth Index	11.43%		17.89%		18.43%
Mid-Cap Value Fund
Inception Date: October 1, 2002
Return Before Taxes	6.22%		20.38%		20.72%	2
Return After Taxes on Distributions	4.75%		18.60%		18.97%	2
Return After Taxes on Distributions and Sale of Fund Shares	5.06%		17.27%		17.62%	2
Russell Midcap® Value Index	–1.42%		17.91%		17.94%

40  Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

AVERAGE ANNUAL TOTAL RETURNS FOR RETAIL CLASS SHARES

(Before and After Taxes) (continued)

	One Year (January 1, 2007 to December 31, 2007)	Five Years (January 31, 2003 to December 31, 2007)		Since Inception to December 31, 2007
Small-Cap Equity Fund
Inception Date: October 1, 2002
Return Before Taxes	–6.21%	15.11%		15.38%	2
Return After Taxes on Distributions	–7.70%	12.94%		13.27%	2
Return After Taxes on Distributions and Sale of Fund Shares	–3.17%	12.34%		12.63%	2
Russell 2000® Index	–1.57%	16.24%		16.38%
Equity Index Fund
Inception Date: March 31, 2006
Return Before Taxes	5.09%	13.49%	1	3.11%	1,2
Return After Taxes on Distributions	4.51%	12.77%	1	2.54%	1,2
Return After Taxes on Distributions and Sale of Fund Shares	3.92%	11.69%	1	2.48%	1,2
Russell 3000® Index	5.14%	13.62%		3.26%
Social Choice Equity Fund
Inception Date: March 31, 2006
Return Before Taxes	4.15%	13.20%	1	2.92%	1
Return After Taxes on Distributions	3.71%	12.85%	1	2.45%	1
Return After Taxes on Distributions and Sale of Fund Shares	3.15%	11.53%	1	2.29%	1
Russell 3000® Index	5.14%	13.62%		3.26%
Real Estate Securities Fund
Inception Date: October 1, 2002
Return Before Taxes	–16.61%	17.57%		17.10%	2
Return After Taxes on Distributions	–19.55%	13.06%		12.74%	2
Return After Taxes on Distributions and Sale of Fund Shares	–8.69%	13.06%		12.72%	2
Dow Jones Wilshire Real Estate Securities Index4	–17.85%	18.65%		17.98%
Managed Allocation Fund II
Inception Date: March 31, 2006
Return Before Taxes	8.66%	—		9.43%
Return After Taxes on Distributions	7.03%	—		7.95%
Return After Taxes on Distributions and Sale of Fund Shares	5.74%	—		7.24%
Russell 3000® Index	5.14%	—		8.58%
Managed Allocation Fund II Composite Index (48% Russell 3000®, 40% Lehman Brothers U.S. Aggregate and 12% MSCI EAFE)	7.04%	—		9.04%

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  41  

AVERAGE ANNUAL TOTAL RETURNS FOR RETAIL CLASS SHARES	(continued)
(Before and After Taxes)

	One Year (January 1, 2007 to December 31, 2007)	Five Years (January 31, 2003 to December 31, 2007)		Since Inception to December 31, 2007
Bond Fund
Inception Date: March 31, 2006
Return Before Taxes	6.33%	4.22%	1	6.10%	1,2
Return After Taxes on Distributions	4.58%	2.36%	1	3.85%	1,2
Return After Taxes on Distributions and Sale of Fund Shares	4.08%	2.51%	1	3.85%	1,2
Lehman Brothers U.S. Aggregate Index	6.97%	4.42%		6.21%
Bond Plus Fund II
Inception Date: March 31, 2006
Return Before Taxes	4.80%	—		5.50%
Return After Taxes on Distributions	2.95%	—		3.71%
Return After Taxes on Distributions and Sale of Fund Shares	3.09%	—		3.64%
Lehman Brothers U.S. Aggregate Index	6.97%	—		6.86%
Short-Term Bond Fund II
Inception Date: March 31, 2006
Return Before Taxes	5.38%	—		5.21%
Return After Taxes on Distributions	3.68%	—		3.53%
Return After Taxes on Distributions and Sale of Fund Shares	3.47%	—		3.45%
Lehman Brothers Mutual Fund Short (1-5 yr.) U.S. Government/Credit Index	7.27%	—		6.48%
High-Yield Fund II
Inception Date: March 31, 2006
Return Before Taxes	3.63%	—		5.71%
Return After Taxes on Distributions	1.05%	—		3.15%
Return After Taxes on Distributions and Sale of Fund Shares	2.37%	—		3.40%
Merrill Lynch BB/B Cash Pay Issuer Constrained Index	3.18%	—		5.78%
Tax-Exempt Bond Fund II
Inception Date: March 31, 2006
Return Before Taxes	3.72%	—		4.75%
Return After Taxes on Distributions	3.70%	—		4.73%
Return After Taxes on Distributions and Sale of Fund Shares	3.73%	—		4.57%
Lehman Brothers 10-Year Municipal Bond Index	4.29%	—		5.22%

42  Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

AVERAGE ANNUAL TOTAL RETURNS FOR RETAIL CLASS SHARES	(concluded)
(Before and After Taxes)

	One Year (January 1, 2007 to December 31, 2007)		Five Years (January 31, 2003 to December 31, 2007)			Since Inception to December 31, 2007
Inflation-Linked Bond Fund
Inception Date: October 1, 2002
Return Before Taxes	10.98	%	5.82	%		5.78	%	2
Return After Taxes on Distributions	9.27	%	4.11	%		4.07	%	2
Return After Taxes on Distributions and Sale of Fund Shares	7.06	%	4.01	%		3.97	%	2
Lehman Brothers U.S. Treasury Inflation-Protected Securities Index	11.64	%	6.27	%		6.17	%
Money Market Fund
Inception Date: March 31, 2006
Return Before Taxes	5.20	%	3.15	%	1	3.60	%	1,2
iMoneyNet Money Fund Report Average™ — All Taxable	4.69	%	2.65	%		3.11	%

Current performance of the Funds’ Retail Class shares may be higher or lower than that shown above. For current performance information of the Retail Class, including performance to the most recent month-end, please visit www.tiaa-cref.org, or call 800-842-2776.
1	The performance shown for the Retail Class that is prior to its inception date is based on the performance of the Fund’s Institutional Class, which commenced on July 1, 1999. The performance for these periods has not been restated to reflect the higher expenses of the Retail Class. If those higher expenses had been reflected, the performance would have been lower.
2	The performance shown is computed from the inception date (the date on which the class became publicly available) of the Retail Class or Institutional Class (as applicable). Previously, performance for these classes was computed from the net asset value per share on the day prior to the inception date.
3	The performance of the Retail Class of the International Equity Fund was impacted because of a misallocation of income and net capital gains among the classes of the Fund. Had the misallocation not occurred, the actual average annual total return (before taxes) for the One-Year period would have been 19.38%.The misallocation had a similar impact on the average annual total return after taxes on distributions and the average annual total return after taxes on distributions and sale of Fund shares for the same period. Advisors made a cash infusion into the International Equity Fund in August 2006 to address the impact of this misallocation.
4	For periods prior to July 1, 2007, the performance shown reflects the full market capitalization weighted version of the index, which was terminated by Dow Jones Wilshire on June 30, 2007. As of July 1, 2007, performance reflects the float-adjusted market capitalization version of the index, which is based on the shares of stock that are unrestricted and available for trading.

          After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect during the periods shown, and do not reflect the impact of state and local taxes.

          Actual after-tax returns depend on the investor’s tax situation and may differ from those shown.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  43

          The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(a), 401(k) or 403(b) plans or IRAs.

          Each benchmark index to which each Fund is compared is described below in more detail in “More About Benchmarks and Other Indices.” The benchmark indices reflect no deductions for fees, expenses or taxes.

          For the Money Market Fund’s most current 7-day yield, please call us at 800-842-2888.

FEES AND EXPENSES

         Fees and Expenses for the Retail Class Shares

          The following tables describe the fees and expenses that you pay if you buy and hold Retail Class shares of the Funds:

SHAREHOLDER FEES (deducted directly from gross amount of transaction)

	Retail Class
Maximum Sales Charge Imposed on Purchases (percentage of offering price)	0	%
Maximum Deferred Sales Charge	0	%
Maximum Sales Charge Imposed on Reinvested Dividends and Other Distributions	0	%
Redemption or Exchange Fee1	2.00	%
Small Account Maintenance Fee (annual fee on accounts under $2,000)2	$15.00

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)

RETAIL CLASS	Management Fees		Distribution (12b-1) Fees3		Other Expenses		Acquired Fund Fees and Expenses4		Total Annual Fund Operating Expenses		Waivers and Expense Reimburse- ments5			Net Annual Fund Operating Expenses
Growth & Income Fund	0.45	%	0.00	%	0.35	%	0.00	%	0.80	%	0.14	%	6	0.66	%
International Equity Fund1	0.50	%	0.00	%	0.25	%	0.00	%	0.75	%	0.01	%		0.74	%
Large-Cap Growth Fund	0.45	%	0.00	%	0.57	%	0.00	%	1.02	%	0.36	%	6	0.66	%
Large-Cap Value Fund	0.45	%	0.00	%	0.12	%	0.00	%	0.57	%	0.00	%		0.57	%
Mid-Cap Growth Fund	0.48	%	0.00	%	0.27	%	0.00	%	0.75	%	0.06	%		0.69	%
Mid-Cap Value Fund	0.48	%	0.00	%	0.15	%	0.00	%	0.63	%	0.00	%		0.63	%
Small-Cap Equity Fund1	0.48	%	0.00	%	0.23	%	0.00	%	0.71	%	0.02	%		0.69	%
Equity Index Fund	0.04	%	0.00	%	0.19	%	0.00	%	0.23	%	0.00	%		0.23	%
Social Choice Equity Fund	0.15	%	0.00	%	0.17	%	0.00	%	0.32	%	0.00	%		0.32	%
Real Estate Securities Fund	0.50	%	0.00	%	0.18	%	0.00	%	0.68	%	0.00	%		0.68	%
Managed Allocation Fund II	0.00	%	0.00	%	0.26	%	0.43	%	0.69	%	0.26	%		0.43	%	7
Bond Fund	0.30	%	0.00	%	0.12	%	0.00	%	0.42	%	0.00	%		0.42	%
Bond Plus Fund II	0.30	%	0.00	%	0.27	%	0.00	%	0.57	%	0.12	%		0.45	%
Short-Term Bond Fund II	0.25	%	0.00	%	0.32	%	0.00	%	0.57	%	0.17	%		0.40	%
High-Yield Fund II1	0.35	%	0.00	%	0.22	%	0.00	%	0.57	%	0.07	%		0.50	%
Tax-Exempt Bond Fund II	0.30	%	0.00	%	0.22	%	0.00	%	0.52	%	0.07	%		0.45	%
Inflation-Linked Bond Fund	0.30	%	0.00	%	0.18	%	0.00	%	0.48	%	0.03	%		0.45	%
Money Market Fund	0.10	%	0.00	%	0.15	%	0.00	%	0.25	%	0.00	%		0.25	%

¹ This fee (the “Redemption Fee”) applies and is payable to the indicated Funds on shares of those Funds that are redeemed or exchanged within 60 calendar days of the initial purchase date. The Redemption Fee is based on the total aggregate dollar amount of the redemption or exchange. The Redemption Fee may be waived in certain circumstances. See “Other Investor Information-Redemption or Exchange Fee” for more information.

44Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

2	This fee (the “Small Account Maintenance Fee”) will be implemented in October 2008. The Small Account Maintenance Fee will be deducted from your Fund account. See “Other Investor Information—Small Account Maintenance Fee” for more information.
3	Retail Class shareholders of these Funds have approved a Distribution (12b-1) Plan for the Retail Class of these Funds with a maximum annual reimbursement rate of 0.25% of average daily net assets. However, the Funds’ distributor, Teachers Personal Investors Services, Inc. (“TPIS”), has agreed not to seek any reimbursements under the Plan through January 31, 2009.
4	“Acquired Funds Fees and Expenses” are the Funds’ proportionate amount of the expenses of any investment companies or pools in which they invest. These expenses are not paid directly by Fund shareholders. Instead, Fund shareholders bear these expenses indirectly because they reduce Fund performance. Because “Acquired Fund Fees and Expenses” are included in the chart above, the Funds’ operating expenses here will not correlate with the expenses included in the Financial Highlights in this Prospectus and the Funds’ 2007 annual report.
5	Effective February 1, 2008, Advisors and the Board of Trustees agreed to amend the Funds’ expense reimbursement arrangements. Under these arrangements, Advisors has contractually agreed to reimburse the Funds for such Total Annual Fund Operating Expenses (excluding Acquired Fund Fees and Expenses) that exceed the following annual rates of average daily net assets: 0.00% for Managed Allocation Fund II; 0.23% for Equity Index Fund; 0.25% for Money Market Fund; 0.36% for Social Choice Equity Fund; 0.40% for Short-Term Bond Fund II; 0.45% for Bond Fund, Bond Plus Fund II, Tax-Exempt Bond II and Inflation-Linked Bond Fund; 0.50% for High-Yield Fund II; 0.66% for the Growth & Income Fund, Large-Cap Growth Fund and Large-Cap Value Fund; 0.69% for the Mid-Cap Growth Fund, Mid-Cap Value Fund and Small-Cap Equity Fund; 0.71% for Real Estate Securities Fund and 0.74% for International Equity Fund. These expense reimbursement arrangements will continue through at least April 30, 2010 (for Equity Index Fund only) and January 31, 2009 for the other Funds and can only be changed with the approval of the Board of Trustees. Because these arrangements are new, the chart above reflects the anticipated effect of the new arrangements and not the Funds’ historical expenses.
6	Advisors has contractually agreed to waive the portion of its Management Fee for the Growth & Income Fund and Large-Cap Growth Fund that exceeds 0.08% of average daily net assets through April 30, 2008. After that time, these Funds will be charged their full contractual management fee rate, as shown in the chart above.
7	Advisors does not receive a management fee for its services to the Managed Allocation Fund II and has contracted to reimburse the Fund for all its direct expenses through January 31, 2009. However, shareholders in the Managed Allocation Fund II will indirectly bear their pro rata share of the fees and expenses incurred by the underlying funds in which the Managed Allocation Fund II invests. The Fund’s “Acquired Fund Fees and Expenses” in the table are based on the Fund’s historical allocations as of September 30, 2007. Because of changes to the underlying funds’ expense reimbursement arrangements that take effect on February 1, 2008, the Fund’s “Acquired Fund Fees and Expenses” in the table are based on these new arrangements and not based on the underlying funds’ historical expenses.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  45

          Example

          The following example is intended to help you compare the cost of investing in Retail Class shares of the Funds with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in a Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same. It is based on the net annual operating expenses described in the fee table. The table below assumes that there is no expense reimbursement agreement in place after January 31, 2009 (except for the Equity Index Fund, in which case the example assumes the expense reimbursement agreement will remain in place through April 30, 2010) and that there is no management fee waiver in place after April 30, 2008 for the Growth & Income Fund and Large-Cap Growth Fund. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
Growth & Income Fund	$	67	$	285	$	519	$	1,194
International Equity Fund	$	76	$	282	$	505	$	1,147
Large-Cap Growth Fund	$	67	$	332	$	616	$	1,428
Large-Cap Value Fund	$	58	$	213	$	381	$	869
Mid-Cap Growth Fund	$	70	$	266	$	478	$	1,089
Mid-Cap Value Fund	$	64	$	236	$	423	$	963
Small-Cap Equity Fund	$	70	$	257	$	460	$	1,045
Equity Index Fund	$	24	$	96	$	200	$	502
Social Choice Equity Fund	$	37	$	148	$	270	$	626
Real Estate Securities Fund	$	73	$	253	$	449	$	1,014
Managed Allocation II	$	44	$	236	$	444	$	1,043
Bond Fund	$	43	$	174	$	317	$	733
Bond Plus II	$	46	$	214	$	396	$	924
Short-Term Bond II	$	41	$	207	$	387	$	909
High Yield Bond II	$	51	$	217	$	397	$	918
Tax-Exempt Bond II	$	46	$	203	$	374	$	869
Inflation-Linked Bond Fund	$	46	$	184	$	333	$	769
Money Market Fund	$	26	$	120	$	223	$	525

ADDITIONAL INFORMATION ABOUT INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

INVESTMENT MANAGEMENT STYLES

          Growth Investing. This is a portfolio management style that seeks securities of issuers with above-average recent earnings growth rates and a reasonable likelihood of maintaining such rates in the foreseeable future. Typically, such securities are those of issuers with favorable long-term growth prospects. Such issuers often are companies with a strong competitive position within their industry or a competitive position within a very strong industry. Generally, growth investing entails analyzing the quality of an issuer’s earnings (i.e.,the degree to

46  Prospectus § TIAA-CREF Institutional Mutual Funds  § Retail Class

which earnings are derived from sustainable, cash-based sources), and analyzing issuers as if one would be buying the company or its business, not simply trading its securities. Growth investing may also involve fundamental research about and qualitative analysis of particular companies in order to identify and take advantage of potential short-term earnings increases that are not reflected in the current price of the company’s securities.

          Value Investing. This is a portfolio management style that typically seeks securities that:

• Exhibit low relative financial ratios (such as stock price-to-book value, stock price-to-earnings and stock price-to-cash flow);

• Can be acquired for less than what one believes is the issuer’s potential value; and

• Appear attractive using discounted cash flow models.

          Value oriented investments may include securities of companies in cyclical industries during periods when such securities appear to have strong potential for capital appreciation, or securities of “special situation” companies. A special situation company is one that Advisors believes to have potential for significant future earnings growth, but has not performed well in the recent past. Such companies may include ones undergoing management changes, corporate or asset restructuring, or ones having significantly undervalued assets. Identifying special situation companies and establishing an issuer’s potential value involves fundamental research and analysis of such companies and issuers.

MORE ABOUT BENCHMARKS AND OTHER INDICES

          The benchmarks and indices described below are unmanaged, and you cannot invest directly in the index.

         Russell 1000^® Growth Index

          This is the benchmark index for the Large-Cap Growth Fund. The Russell 1000^® Growth Index is a subset of the Russell 1000^® Index, which represents the top 1,000 U.S. equity securities in market capitalization. The Russell 1000^® Growth Index represents those Russell 1000^® Index securities with higher relative forecasted growth rates and price/book ratios. The Russell 1000^® Growth Index has higher weightings in those sectors of the market with typically higher relative valuations and higher growth rates, including sectors such as technology, health care and telecommunications. As of December 31, 2007, the market capitalization of companies in the Russell 1000^® Growth Index ranged from $0.6 billion to $527.8 billion, with a mean market capitalization of $79.7 billion and a median market capitalization of $5.9 billion. The Russell Investment Group determines the composition of the index based on a combination of factors including market capitalization, price/book ratio and long-term growth rate, and can change its composition at any time.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  47

          S&P 500^® Index

           This is the benchmark index for the Growth & Income Fund. The S&P 500^® Index is a market capitalization-weighted index of the 500 leading companies in leading industries of the U.S. economy. It is widely recognized as a guide to the overall health of the U.S. stock market. The index covers industrial, utility, technology and financial companies of the U.S. markets. The index focuses on the Large-Cap segment of the market, with 75% coverage (by market capitalization) of U.S. equities. Standard & Poor’s determines the composition of the index based on a combination of factors including market capitalization, liquidity and industry group representation, and can change its composition at any time.

          MSCI EAFE^® Index

            This is the benchmark index for the International Equity Fund. The MSCI EAFE^® Index tracks the performance of the leading stocks in 21 MSCI developed countries outside of North America—in Europe, Australasia and the Far East. The MSCI EAFE^® Index constructs indices country by country, then assembles the country indices into regional indices. To construct an MSCI country index, the MSCI EAFE^® Index analyzes each stock in that country’s market based on its price, trading volume and significant owners. The stocks are sorted by industry group, and the most “investable” stocks (as determined by size and trading volume) are selected until approximately 85% of the free float adjusted market representation of each industry is reached. MSCI country indices capture approximately 85% of each country’s free float adjusted market capitalization while maintaining the overall industry exposure of the market. When combined as the MSCI EAFE^® Index, the regional index captures approximately 85% of the free float adjusted market capitalization of 21 developed countries around the world.

          The MSCI EAFE^® Index is primarily a large-capitalization index, with approximately 65% of its stocks falling in this category. Morgan Stanley determines the composition of the index based on a combination of factors including regional/country exposure, price, trading volume and significant owners, and can change its composition at any time.

          Russell 1000^® Value Index

           This is the benchmark for the Large-Cap Value Fund. The Russell 1000^® Value Index is a subset of the Russell 1000^® Index which represents the top 1,000 U.S. equity securities in market capitalization. The Russell 1000^® Value Index contains higher weightings of roughly one-third of the Russell 1000 securities with lower relative growth rates and price/book values and lower weightings of the roughly middle third of companies. The Russell 1000^® Value Index has higher weightings in those sectors of the market with typically lower relative valuations and growth rates, including sectors such as financial services and energy. As of December 31, 2007, the market capitalization of companies in the Russell 1000^® Value Index ranged from $0.5 billion to $527.8 billion, with a mean market capitalization of $117.4 billion and a median market capitalization of $5.2 billion.

48  Prospectus § TIAA-CREF Institutional Mutual Funds  § Retail Class

          Russell Midcap^® Growth Index

           This is the benchmark for the Mid-Cap Growth Fund. The Russell Midcap^® Growth Index is a subset of the Russell Midcap^® Index, which represents the 800 U.S. equity securities in market capitalization following the top 200 U.S. equity securities. The Russell Midcap^® Growth Index contains higher weightings in roughly one-third of these 800 Russell Midcap securities with higher relative growth rates and price/book values and lower weightings of the roughly middle third of companies. The Russell Midcap^® Growth Index has higher weightings in those sectors of the market with typically higher relative valuations and growth rates, including sectors such as technology, health care and telecommunications. As of December 31, 2007, the market capitalization of companies in the Russell Midcap^® Growth Index ranged from $0.6 billion to $42.1 billion, with a mean market capitalization of $9.9 billion and a median market capitalization of $4.5 billion.

          Russell Midcap^® Value Index

           This is the benchmark for the Mid-Cap Value Fund. The Russell Midcap^® Value Index is a subset of the Russell Midcap^® Index, which represents the 800 largest U.S. equity securities in market capitalization after the largest 200 U.S. equity securities. The Russell Midcap^® Value Index contains higher weightings of roughly one-third of these 800 Russell Midcap securities with lower relative growth rates and price/book values and lower weightings of the roughly middle third of companies. The Russell Midcap^® Value Index has higher weightings in those sectors of the market with typically lower relative valuations, including sectors such as financial services and energy. As of December 31, 2007, the market capitalization of companies in the Russell Midcap^® Value Index ranged from $0.5 billion to $42.1 billion, with a mean market capitalization of $8.96 billion and a median market capitalization of $3.90 billion.

          Russell 2000^® Index

           This is the benchmark for the Small-Cap Equity Fund. The Russell 2000^® Index represents the largest 2,000 U.S. equities in market capitalization following the top 1,000 U.S. equities. As of December 31, 2007, the market capitalization of companies in the Russell 2000^® Index ranged from $27 million to $8.4 billion, with a mean market capitalization of $1.4 billion and a median market capitalization of $588 million. The Russell Investment Group determines the composition of the index based solely on market capitalization, and can change its composition at any time.

          Russell 3000^® Index

           This is the benchmark for the Equity Index Fund and the Social Choice Equity Fund. The Russell 3000^® Index represents the 3,000 largest publicly traded U.S. companies, based on market capitalization. Russell 3000 companies represent about 98 percent of the total market capitalization of the publicly-traded U.S. equity market. As of December 31, 2007, the market capitalization of companies in the Russell 3000^® Index ranged from $27 million to $527.8 billion, with a mean market capitalization of $89.9 billion and a median market

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  49

capitalization of $1.1 billion. The Russell Investment Group determines the composition of the index based only on market capitalization and can change its composition at any time.

          Dow Jones Wilshire Real Estate Securities Index

           This is the benchmark for the Real Estate Securities Fund. The Dow Jones Wilshire Real Estate Securities Index is a broad measure of the performance of publicly-traded real estate securities, such as REITs and real estate operating companies (“REOCs”). The Dow Jones Wilshire Real Estate Securities Index is capitalization weighted, is rebalanced monthly, and its returns are calculated on a buy and hold basis. The constituents of the Dow Jones Wilshire Real Estate Securities Index are equity owners and operators of commercial real estate deriving 75% or more of their total revenues from the ownership and operation of real estate assets. Excluded from the Dow Jones Wilshire Real Estate Securities Index are mortgage REITs, net lease REITs, real estate finance companies, home builders, large land owners and sub-dividers, hybrid REITs, and companies with more than 25% of their assets in direct mortgage investments. A company in the Dow Jones Wilshire Real Estate Securities Index must have a capitalization of at least $200 million at the time of its inclusion. If a company’s total market capitalization falls below $100 million and remains at that level for two consecutive quarters, it will be removed from the index.

          Lehman Brothers U.S. Aggregate Index

           This is the benchmark for the Bond Fund and the Bond Plus Fund II. The Lehman Brothers U.S. Aggregate Index covers the U.S. investment-grade fixed-rate bond market, including government and credit securities, agency mortgage pass through securities, asset-backed securities, and commercial mortgage-backed securities. This index contains approximately 9,193 issues. The Lehman Brothers U.S. Aggregate Index represents securities that are SEC-registered, taxable, and dollar denominated. The index covers the U.S. investment-grade fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities and asset-backed securities. These major sectors are subdivided into more specific indices that are calculated and reported on a regular basis. To be selected for inclusion in the Lehman Brothers Aggregate Bond Index, the securities must have a minimum maturity of one year and a minimum par amount outstanding of $250 million.

          Lehman Brothers U.S. Treasury Inflation-Protected Securities Index

          This is the benchmark for the Inflation-Linked Bond Fund. The Lehman Brothers U.S. Treasury Inflation-Protected Securities Index measures the return of fixed-income securities with fixed-rate coupon payments that adjust for inflation as measured by the Consumer Price Index (“CPI”). To be selected for inclusion in the Lehman Brothers U.S. Treasury Inflation-Protected Securities Index, the securities must have a minimum maturity of one year and a minimum par amount outstanding of $250 million.

50  Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

          Lehman Brothers Mutual Fund Short (1-5 year) U.S. Government/Credit Index

          This is the benchmark for the Short-Term Bond Fund II. The Lehman Brothers Mutual Fund Short (1-5 year) U.S. Government/Credit Index tracks the performance primarily of U.S. Treasury and agency securities and corporate bonds with 1-5 year maturities.

         Merrill Lynch BB/B Cash Pay Issuer Constrained Index

          This is the benchmark for the High-Yield Fund II. The Merrill Lynch BB/B Cash Pay Issuer Constrained Index tracks the performance of bond securities that pay interest in cash and have a credit rating of BB or B. Merrill Lynch uses a composite of Fitch, Inc. Moody’s and S&P’s credit ratings in selecting bonds for this index. These ratings measure the risk that the bond issuer will fail to pay interest or to repay principal in full. The index is market weighted, so that larger bond issues have a greater effect on the index’s return. However, the representation of any single bond issuer is restricted to a maximum of 2% of the total index.

         Lehman Brothers 10-Year Municipal Bond Index

           This is the benchmark for the Tax-Exempt Bond Fund II. The Lehman Brothers 10-Year Municipal Bond Index is a weighted index that tracks the performance of long-term, tax exempt bonds, meaning that the return of a larger security has a greater effect on the index’s return than that of a smaller one. Bonds in the index must have a minimum credit rating of Baa3/BBB– or higher, an outstanding part value of at least $7 million, and be issued as part of a transaction of at least $75 million.

ADDITIONAL INVESTMENT STRATEGIES

          Equity Funds

           The Equity Funds may also invest in short-term debt securities of the same type as those held by the Money Market Fund and other kinds of short-term instruments for cash management and other purposes. These securities help the Funds maintain liquidity, use cash balances effectively and take advantage of attractive investment opportunities. The Equity Funds also may invest up to 20% of their total assets in fixed-income securities.

          Each Equity Fund also may buy and sell: (1) put and call options on securities of the types they each may invest in and on securities indices composed of such securities, (2) futures contracts on securities indices composed of securities of the types in which each may invest, and (3) put and call options on such futures contracts. The Funds may use such options and futures contracts for hedging and cash management purposes and to increase total return. Futures contracts permit a Fund to gain 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.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  51

           Where appropriate futures contracts do not exist, or if the Equity Funds deem advisable for other reasons, the Funds may invest in investment company securities, such as exchange-traded funds (“ETFs”). The Equity Funds 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 an Equity 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. To manage currency risk, these Funds 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 Equity Funds can also invest in derivatives and other similar financial instruments, such as equity swaps (including contracts for difference (“CFD”), 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) and equity-linked fixed-income securities, so long as these derivatives and financial instruments are consistent with the Fund’s investment objective and restrictions, policies and current regulations.

          The Real Estate Securities Fund

          The Real Estate Securities Fund may utilize the investment strategies used by the Equity Funds that are described above, as well as the investment strategies used by the Fixed-Income Funds that are described below.

          The Fixed-Income Funds

           The Fixed-Income Funds may make certain other investments, but not as principal strategies. For example, these Funds may invest in interest-only and principal-only mortgage-backed securities. These instruments have unique characteristics and are more sensitive to prepayment and extension risks than traditional mortgage-backed securities. Similarly, the Fixed-Income Funds may also buy and sell put and call options, futures contracts, and options on futures. The Funds intend to use options and futures primarily as a hedging technique or for cash management. To manage currency risk, these Funds can also enter into forward currency contracts, and buy or sell options and futures on foreign currencies. These Funds can also buy and sell swaps and options on swaps, so long as these are consistent with each Fund’s investment objective and restrictions. Additionally, the Fixed-Income Funds may invest in other investment companies, such as ETFs, for cash management and other purposes, including to gain exposure to certain sectors or securities that are represented by ownership in ETFs. When invested in other investment companies, the Funds will bear their proportionate share of expenses charged by these investment companies.

          The Money Market Fund

          The Money Market Fund seeks to maintain a stable net asset value of $1.00 per share of the Money Market Fund by investing in assets that present minimal credit risk, maintaining an average weighted maturity of 90 days or less, and

52  Prospectus § TIAA-CREF Institutional Mutual Funds  § Retail Class

investing all of the Fund’s assets in U.S. dollar-denominated securities or other instruments maturing in 397 days or less. The Money Market Fund cannot assure you that it will be able to maintain a stable net asset value of $1.00 per share.

          Please see the SAI for more information on these and other investments the Funds may utilize.

PORTFOLIO HOLDINGS

          A description of the Funds’ policies and procedures with respect to the disclosure of their portfolio holdings is available in the Funds’ SAI.

PORTFOLIO TURNOVER

           A Fund that engages in active and frequent trading of portfolio securities will have a correspondingly higher “portfolio turnover rate.” A high portfolio turnover rate generally will result in (1) greater brokerage commission expenses borne by a Fund and, ultimately, by shareholders and (2) higher amounts of realized investment gain subject to the payment of taxes by shareholders. None of the Funds are subject to a specific limitation on portfolio turnover, and securities of each Fund may be sold at any time such sale is deemed advisable for investment or operational reasons. In general, the actively-managed Equity Funds will have higher portfolio turnover rates than the Index Fund. Also certain trading strategies utilized by the Fixed-Income Funds may increase portfolio turnover. The portfolio turnover rates of the Funds (other than the Money Market Fund) during recent fiscal periods are included below in their Financial Highlights.

SHARE CLASSES

           Each Fund may also offer Institutional or Retirement Class shares. However, each Fund does not necessarily offer all three share classes. Each Fund’s investments are held by the Fund as a whole, not by a particular share class, so your money will be invested the same way no matter which class of shares you hold. However, there are differences among the fees and expenses associated with each class and not everyone is eligible to buy every class. Please use the respective prospectuses for each of the classes for more information, including expenses and eligibility requirements. After determining which classes you are eligible to buy, decide which class best suits your needs. Please contact the Funds if you have questions or would like assistance in determining which class is right for you.

MANAGEMENT OF THE FUNDS

THE FUNDS’ INVESTMENT ADVISER

          Advisors manages the assets of the Trust, under the supervision of the Board of Trustees. Advisors is an indirect wholly-owned subsidiary of 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

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  53

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 the TIAA-CREF Life Funds. Through an affiliated investment adviser, TIAA-CREF Investment Management, LLC (“Investment Management”), the personnel of Advisors also manage the investment accounts of CREF. As of December 31, 2007, Advisors and Investment Management together had approximately $234 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 Funds offered in this Prospectus, however, pay the management fees and other expenses that are described in the table on Fees and Expenses in the Prospectus. The fees paid by the Funds to Advisors and its affiliates are intended to compensate these service providers for their services to the Funds and are not limited to the reimbursement of the service providers’ costs. Thus, under these arrangements, Advisors and its affiliates can earn a profit or incur a loss on the services which they render to the Funds.

          Advisors’ duties include conducting research, recommending investments, and placing orders to buy and sell securities. Advisors also supervises and acts as liaison among the various service providers to the Funds, such as the custodian and transfer agent.

          Advisors manages the assets of the Funds described in this Prospectus pursuant to a written investment management agreement with the Trust. The annual investment management fees charged under the Management Agreement with respect to each Fund are as follows:

54  Prospectus § TIAA-CREF Institutional Mutual Funds  § Retail Class

INVESTMENT MANAGEMENT FEES

Fund(s)	Assets Under Management (Billions)	Fee Rate (average daily net assets)
International Equity Fund*	$0.0—$1.0	0.50%
Real Estate Securities Fund*	Over $1.0—$2.5	0.48%
	Over $2.5—$4.0	0.46%
	Over $4.0	0.44%
For the fiscal year ended September 30, 2007, the effective annual fee rate was 0.49% and 0.50% for the International Equity Fund and Real Estate Securities Fund, respectively.
Growth & Income Fund*	$0.0—$1.0	0.45%
Large-Cap Value Fund*	Over $1.0—$2.5	0.43%
Large-Cap Growth Fund*	Over $2.5—$4.0	0.41%
	Over $4.0	0.39%
For the fiscal year ended September 30, 2007, the effective annual fee rate was 0.08%, 0.45% and 0.08% for the Growth & Income Fund, Large-Cap Value Fund and Large-Cap Growth Fund, respectively.
Mid-Cap Growth Fund*	$0.0—$0.5	0.48%
Mid-Cap Value Fund*	Over $0.5—$0.75	0.46%
Small-Cap Equity Fund*	Over $0.75—$1.00	0.44%
	Over $1.0	0.42%
For the fiscal year ended September 30, 2007, the effective annual fee rate was 0.48%, 0.47% and 0.48% for the Mid-Cap Growth Fund, Mid-Cap Value Fund and Small-Cap Equity Fund, respectively.
Equity Index Fund	All Assets	0.04%
Social Choice Equity Fund	All Assets	0.15%
Bond Fund*	$0.0—$1.0	0.30%
Inflation-Linked Bond Fund*	Over $1.0—$2.5	0.29%
Bond Plus Fund II*	Over $2.5—$4.0	0.28%
Tax-Exempt Bond Fund II*	Over $4.0	0.27%
For the fiscal year ended September 30, 2007, the effective annual fee rate was 0.30% for each of the Bond Fund, Inflation-Linked Bond Fund, Bond Plus Fund II and Tax Exempt Bond Fund II.
Manager Allocation Fund II	All Assets	0.00%
Short-Term Bond Fund II*	$0.0—$1.0	0.25%
	Over $1.0—$2.5	0.24%
	Over $2.5—$4.0	0.23%
	Over $4.0	0.22%
For the fiscal year ended September 30, 2007, the effective annual fee rate was 0.25% for the Short-Term Bond Fund II.
High-Yield Fund II*	$0.0—$1.0	0.35%
	Over $1.0—$2.5	0.34%
	Over $2.5—$4.0	0.33%
	Over $4.0	0.32%
For the fiscal year ended September 30, 2007, the effective annual fee rate was 0.35% for the High-Yield Fund II.
Money Market Fund	All Assets	0.10%

* To understand the impact of these break points, please see the Funds’ most recent shareholder report or go to www.tiaa-cref.org for the Funds’ net assets as of a relatively recent date.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  55

          A discussion regarding the basis for the Board of Trustees’ most recent approval of each of the Funds’ investment management agreement is available in the Funds’ annual shareholder report for the fiscal year ended September 30, 2007. For a free copy of the Funds’ shareholder reports, please call 800 842-2776, visit the Funds’ website at www.tiaa-cref.org/mfs or visit the SEC’s website a www.sec.gov.

PORTFOLIO MANAGEMENT TEAMS

          Each Fund is managed by a team of managers, whose members are jointly responsible for the day-to-day management of the Fund, with expertise in the area(s) applicable to each Fund’s investments. The following is a list of members of the management teams primarily responsible for managing each Fund’s investments, along with their relevant experience. The members of the team may change from time to time.

			Total Experience (since dates specified below)
	Portfolio Role/
Name & Title	Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
GROWTH & INCOME FUND
Susan Kempler Managing Director	Stock Selection	Teachers Advisors, Inc., TIAA and its affiliates - 2005 to present (portfolio management of domestic large-cap core portfolios), Citigroup Asset Management – 1997 to 2005 (portfolio management of domestic large- and mid-cap core portfolios)	2005	1987	2005
William M. Riegel Managing Director	Portfolio Risk Management	Teachers Advisors, Inc., TIAA and its affiliates – 1999 to Present (Head of Global Equity Portfolio Management)	1999	1979	2005
INTERNATIONAL EQUITY FUND
Shigemi (Amy) Hatta Managing Director	Stock Selection	Teachers Advisors, Inc., TIAA and its affiliates – 2007 to Present (portfolio management of international large-cap core portfolios), 2002 to 2007 (head of Japan equity research team)	2002	1995	2007
Christopher F. Semenuk Managing Director	Stock Selection – Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 1993 to Present (portfolio management of international large-cap core portfolios)	1993	1987	1999

56  Prospectus §TIAA-CREF Institutional Mutual Funds §Retail Class

			Total Experience (since dates specified below)
	Portfolio Role/
Name & Title	Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
LARGE-CAP GROWTH FUND
Susan Hirsch Managing Director	Stock Selection – Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic large-cap portfolios), Jennison Associates – 2000 to 2005 (portfolio management of mid-cap growth and technology sector portfolios)	2005	1975	2005
Andrea Mitroff Managing Director	Stock Selection	Teachers Advisors, Inc., TIAA and its affiliates – 2006 to Present (portfolio management of domestic large-cap growth portfolios), Merrill Lynch – 1999 to 2006 (portfolio management of domestic large-cap core and global multi-cap growth portfolios)	2006	1988	2007
LARGE-CAP VALUE FUND
Richard Cutler Managing Director	Stock Selection – Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 1997 to Present (portfolio management of domestic large-cap value portfolios)	1997	1991	2002
Athanasios (Tom) Kolefas, CFA Managing Director	Stock Selection	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic mid-cap value portfolios), Jennison Associates – 2000 to 2004 (portfolio management of domestic large-cap value portfolios)	2004	1987	2004
MID-CAP GROWTH FUND
George (Ted) Scalise, CFA Managing Director	Stock Selection – Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 2006 to Present (portfolio management of domestic mid-cap growth portfolios), Duncan-Hurst Capital Management – 1996 to 2006 (portfolio management of domestic large- and mid-cap growth portfolios)	2006	1995	2006
Susan Hirsch Managing Director	Stock Selection	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic large-cap portfolios), Jennison Associates – 2000 to 2005 (portfolio management of mid-cap growth and technology sector portfolios)	2005	1975	2007

TIAA-CREF Institutional Mutual Funds §Retail Class §Prospectus  57

			Total Experience (since dates specified below)
	Portfolio Role/
Name & Title	Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
MID-CAP VALUE FUND
Athanasios (Tom) Kolefas, CFA Managing Director	Stock Selection – Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic mid-cap value portfolios), Jennison Associates – 2000 to 2004 (portfolio management of domestic large-cap value portfolios)	2004	1987	2004
Richard Cutler Managing Director	Stock Selection	Teachers Advisors, Inc., TIAA and its affiliates – 1997 to Present (portfolio management of domestic large-cap value portfolios)	1997	1991	2002
SMALL-CAP EQUITY FUND
Michael S. Shing, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic large-cap and small-cap core portfolios), Barclays Global Investors – 1993 to 2004 (Research Officer responsible for Japanese equity strategy and portfolio management of Japanese equity portfolios)	2004	1990	2004
Adam Cao Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2006 to Present (portfolio management of domestic small-cap portfolios), Procinea Management – 2005 to 2006 (quantitative market research associate for alternative asset classes), Teachers Advisors, Inc., TIAA and its affiliates – 2004 to 2005 (quantitative equity market research with coverage of domestic and global multi-cap portfolios), Barra – 1996 to 2004 (quantitative equity market research & risk modeling)	2004	1996	2005

58  Prospectus §TIAA-CREF Institutional Mutual Funds §Retail Class

			Total Experience (since dates specified below)
	Portfolio Role/
Name & Title	Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
EQUITY INDEX FUND
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Capital Management – 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Transition Management Services – 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004
SOCIAL CHOICE EQUITY FUND
Philip James (Jim) Campagna, CFA Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Capital Management – 1997 to 2005 (portfolio manager for a variety of equity index strategies)	2005	1991	2005
Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Transition Management Services – 2001 to 2004 (portfolio manager for a variety of equity index strategies)	2004	1987	2004

TIAA-CREF Institutional Mutual Funds §Retail Class §Prospectus   59

			Total Experience (since dates specified below)
	Portfolio Role/
Name & Title	Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
REAL ESTATE SECURITIES FUND
Thomas M. Franks, CFA Managing Director	Portfolio Risk Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (Head of Global Equity Research)	2001	1997	2006
David Copp Director	Stock Selection – REITS	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (portfolio management of domestic REIT portfolios), RBC Capital Markets – 2002 to 2005 (senior research analyst covering REITs)	2005	1996	2005
Brendan W. Lee Associate	Stock Selection – REITs	Teachers Advisors, Inc., TIAA and its affiliates – 2006 to Present (portfolio management of domestic REIT portfolios), Cliffwood Partners – 1998 to 2006 (senior research analyst supporting REIT hedge fund and long-only strategies)	2006	1998	2006
MANAGED ALLOCATION FUND II
John M. Cunniff, CFA Managing Director	Asset Allocation (Allocation Strategies)	Teachers Advisors, Inc., TIAA and its affiliates – 2006 to Present. (quantitative portfolio manager); Morgan Stanley Investment Management - 2001 to 2006 (U.S. Research Director (oversight of equity research analysis team for U.S. market segments))	2006	1992	2006
Hans L. Erickson, CFA Managing Director	Asset Allocation (General Oversight)	Teachers Advisors, Inc., TIAA and its affiliates – 1996 to Present (oversight responsibility for all quantitative equity strategies, equity index funds and asset allocation funds)	1996	1988	2006
Pablo Mitchell Associate	Asset Allocation (Daily Portfolio Management)	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (quantitative portfolio manager; various quantitative equity research responsibilities); Thomson Vestek – 2003 to 2004 (senior quantitative researcher for equity and fixed-income performance analysis and risk modeling)	2004	2002	2006

60  Prospectus §TIAA-CREF Institutional Mutual Funds §Retail Class

			Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
BOND FUND
John M. Cerra Managing Director	Fixed-Income Security Selection – Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 1985 to Present (fixed-income credit research & portfolio management)	1985	1985	2003
Richard W. Cheng Director	Fixed-Income Security Selection/ Trading – Corporate Bonds	Teachers Advisors, Inc., TIAA and its affiliates – 1997 to Present (fixed-income credit research & portfolio management)	1997	1991	2001
Stephen Liberatore, CFA Managing Director	Fixed-Income Security Selection – Corporate Bonds	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (fixed-income credit research & portfolio management), Nationwide Mutual Insurance Company – 2003 to 2004 (fixed-income credit research & portfolio management), Protective Life Corporation – 1999 to 2002 (fixed-income credit research & portfolio management)	2004	1994	2004
Steven Raab, CFA Director	Fixed-Income Security Selection/ Trading – MBS, CMBS & ABS	Teachers Advisors, Inc., TIAA and its affiliates – 1991 to Present (fixed-income credit research & portfolio management)	1991	1991	2004
BOND PLUS FUND II
John M. Cerra Managing Director	Fixed-Income Security Selection – Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 1985 to Present (fixed-income credit research & portfolio management)	1985	1985	2003
Richard W. Cheng Director	Fixed-Income Security Selection/ Trading – Corporate Bonds	Teachers Advisors, Inc., TIAA and its affiliates – 1997 to Present (fixed-income credit research & portfolio management)	1997	1991	2001
Stephen Liberatore, CFA Managing Director	Fixed-Income Security Selection – Corporate Bonds	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (fixed-income credit research & portfolio management), Nationwide Mutual Insurance Company – 2003 to 2004 (fixed-income credit research & portfolio management), Protective Life Corporation – 1999 to 2002 (fixed-income credit research & portfolio management)	2004	1994	2004
Steven Raab, CFA Director	Fixed-Income Security Selection/ Trading – MBS, CMBS & ABS	Teachers Advisors, Inc., TIAA and its affiliates – 1991 to Present (fixed-income credit research & portfolio management)	1991	1991	2004

TIAA-CREF Institutional Mutual Funds §Retail Class §Prospectus  61

			Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
SHORT-TERM BOND FUND II
John M. Cerra Managing Director	Fixed-Income Security Selection – Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 1985 to Present (fixed-income credit research & portfolio management)	1985	1985	2003
Richard W. Cheng Director	Fixed-Income Security Selection/ Trading – Corporate Bonds	Teachers Advisors, Inc., TIAA and its affiliates – 1997 to Present (fixed-income credit research & portfolio management)	1997	1991	2001
Stephen Liberatore, CFA Managing Director	Fixed-Income Security Selection – Corporate Bonds	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (fixed-income credit research & portfolio management), Nationwide Mutual Insurance Company – 2003 to 2004 (fixed-income credit research & portfolio management), and Protective Life Corporation – 1999 to 2002 (fixed-income credit research & portfolio management)	2004	1994	2004
Steven Raab, CFA Director	Fixed-Income Security Selection/ Trading – MBS, CMBS & ABS	Teachers Advisors, Inc., TIAA and its affiliates – 1991 to Present (fixed-income credit research & portfolio management)	1991	1991	2004

62  Prospectus §TIAA-CREF Institutional Mutual Funds §Retail Class

			Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
HIGH-YIELD FUND II
Michael J. Ainge, CFA Director	Fixed-Income Security Selection – Research	Teachers Advisors, Inc., TIAA and its affiliates – 2006 to Present (Director on High-Yield Team responsible for covering the chemicals, energy and utilities industries) and 1998 – 2006 (analyst evaluating corporate private placement and investment-grade public debt offerings)	1998	1992	2006
Jean C. Lin, CFA Director	Fixed-Income Security Selection – Research	Teachers Advisors, Inc., TIAA and its affiliates – 1994 to Present (Director on High-Yield Team (responsible for covering forestry products, packaging, homebuilding, building materials, cable and satellite television, and telecommunications industries) and former analyst in Private Placements Group (evaluating both investment-grade and high-yield securities in a variety of industries))	1994	1994	2006
Kevin R. Lorenz, CFA Managing Director	Fixed-Income Security Selection – Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 1987 to Present (Managing Director and former analyst in Private Placements Group (evaluating both investment-grade and high-yield securities in a variety of industries)	1987	1987	2006
John G. Morriss Managing Director	Fixed-Income Security Selection – Research	Teachers Advisors, Inc., TIAA and its affiliates – 1998 to Present (Managing Director in High-Yield Research responsible for covering media, technology and healthcare industries), Chase Manhattan Bank – 1990 to 1998 (trader for European currency forwards and U.S. and European interest-rate futures)	1998	1990	2006
Cynthia Bush Director	Fixed-Income Security Selection – Research	Teachers Advisors, Inc., TIAA and its affiliates – 2000 to Present (fixed-income credit research & portfolio management)	2000	1991	2004

TIAA-CREF Institutional Mutual Funds §Retail Class §Prospectus  63

			Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
TAX-EXEMPT BOND FUND II
Peter Scola Managing Director	Fixed-Income Security Selection – Research	Teachers Advisors, Inc., TIAA and its affiliates – 1998 to Present (fixed-income credit research & portfolio management)	1998	1967	2006
INFLATION-LINKED BOND FUND
Steven I. Traum Managing Director	Fixed-Income Security Selection – Trader/Research	Teachers Advisors, Inc., TIAA and its affiliates – 1983 to Present (fixed-income portfolio management)	1983	1980	2004
MONEY MARKET FUND
Michael F. Ferraro, CFA Director	Fixed-Income Security Selection – Trader/Research	Teachers Advisors, Inc., TIAA and its affiliates – 1998 to Present (fixed-income credit research & portfolio management)	1998	1974	1999

          The Funds’ SAI provides additional disclosure about the compensation structure of each of the Fund’s portfolio managers, the other accounts they manage, total assets in those accounts and potential conflicts of interest, as well as the portfolio managers’ ownership of securities in the Funds they manage.

64  Prospectus §TIAA-CREF Institutional Mutual Funds §Retail Class

DISTRIBUTION ARRANGEMENTS

          Teachers Personal Investors Services, Inc. (“TPIS”) distributes each Fund’s shares. Each Fund has adopted a distribution plan under Rule 12b-1 with respect to Retail Class shares that allows the Fund to reimburse TPIS and other entities for expenses related to the sale and promotion of Retail Class shares.

          Under the plan, a Fund may reimburse TPIS or another entity up to 0.25% of average daily net assets attributable to Retail Class shares for distribution and promotion-related expenses. This plan became effective on February 1, 2006; however, TPIS has agreed not to seek reimbursement of any expenses under the plan through April 30, 2008. Advisors, TPIS and their affiliates, at their own expense, may also continue to pay for distribution expenses of Retail Class shares. Because these fees are paid out of each Fund’s assets on an ongoing basis, once these fees begin to be charged, over time they will increase the cost of your investment.

          TPIS may enter into agreements with other intermediaries, including its affiliated broker/dealer, TIAA-CREF Individual & Institutional Services, LLC (“Services”), to sell shares of each Fund. TPIS may seek reimbursement under the distribution plan to pay such other intermediaries for expenses incurred in the sale and promotion of Retail Class shares. In addition TPIS, Services or Advisors may pay intermediaries out of their own assets to support the distribution of Retirement or Institutional Class 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.

CALCULATING SHARE PRICE

          Each Fund determines its net asset value (“NAV”) per share, or share price, of a Fund on each day the New York Stock Exchange (the “NYSE”) is open for business. The NAV for each Fund is calculated as of the time when regular trading closes on the NYSE (generally, 4:00 p.m. Eastern Time). The Funds do not price their shares on days that the NYSE is closed. Each Fund’s NAV is computed by calculating the value of the Fund’s assets, less its liabilities, and its NAV per share is computed by dividing its NAV allocable to each share class by the number of outstanding shares of that class.

          If a 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 Fund’s portfolio may change on days when shareholders will not be able to purchase or redeem Fund shares.

          For Funds other than the Money Market Fund, the Funds usually use market quotations or values obtained from independent pricing services to value securities and other instruments held by the Funds. If market quotations or values from independent pricing services are not readily available or are not considered reliable, the Funds will use a security’s “fair value,” as determined in good faith using procedures approved by the Board of Trustees. The Funds may also use

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  65

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 a Fund’s NAV is calculated. For example, the Funds might use a domestic security’s 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 a Fund’s 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 a Fund’s NAV.

          Fair value pricing most commonly occurs with securities that are primarily traded outside of the United States. Fair value pricing may occur, for instance, when there are significant market movements in the U.S. after foreign markets have closed, and there is the expectation that securities traded on foreign markets will adjust based on market movements in the U.S. when their markets open the next day. In these cases, the Funds may fair value certain foreign securities when it is believed the last traded price on the foreign market does not reflect the value of that security at 4:00 p.m. Eastern Time. 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 an affected Fund to the detriment of longer-term shareholders, it may 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 Funds to examine whether to fair value foreign securities when there is a significant 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. The Funds also examine 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. Additionally, the Funds may fair value domestic 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 (other than those in the Money Market Fund) with maturities of one year or less are valued using market quotations or independent pricing sources or derived from a pricing matrix that has various types of money market instruments along one axis and various maturities along the other.

          To calculate the Money Market Fund’s NAV per share, the Fund’s portfolio securities are valued at their amortized cost. This valuation method does not take into account unrealized gains or losses on the Fund’s portfolio securities.

Amortized cost valuation involves first valuing a security at cost, and thereafter assuming an amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the security’s market value. While this method provides certainty in valuation, there may be times when the value of a security, as determined by amortized cost, may be higher or lower than the price the Money Market Fund would receive if it sold the security.

66  Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

DIVIDENDS AND DISTRIBUTIONS

          Each 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 securities held by the Fund and capital gains realized from the sale of securities. The following table shows how often the Funds plan to pay dividends:

Fund	Dividend Paid
Growth & Income Fund	Quarterly
International Equity Fund	Annually
Large-Cap Growth Fund	Annually
Large-Cap Value Fund	Annually
Mid-Cap Growth Fund	Annually
Mid-Cap Value Fund	Annually
Small-Cap Equity Fund	Annually
Equity Index Fund	Annually
Social Choice Equity Fund	Annually

Fund	Dividend Paid
Real Estate Securities Fund	Quarterly
Managed Allocation Fund II	Quarterly
Bond Fund	Monthly
Bond Plus Fund II	Monthly
Short-Term Bond Fund II	Monthly
High-Yield Fund II	Monthly
Tax Exempt Bond Fund II	Monthly
Inflation-Linked Bond Fund	Quarterly
Money Market Fund	Monthly

          Although dividends are paid monthly from the Money Market Fund, these dividends are calculated and declared daily.

          Effective May 1, 2008, the Bond Fund, Bond Plus Fund II, Short-Term Bond Fund II, High-Yield Fund II and Tax Exempt Bond Fund II will switch from declaring dividends monthly to declaring dividends as of each business day of the calendar year (to the extent such dividends are not previously distributed. These Funds will continue to pay dividends monthly.

          The Funds intend to pay net capital gains, if any, annually. Holders of Retail Class shares can elect from among 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 will be automatically reinvested in additional shares 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 will be automatically reinvested in additional shares of another Fund in which you already hold shares.
3.	Income-Earned Option. Your long-term capital gain distributions will be 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 will be 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.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  67

          On each Fund’s distribution date, the Fund makes distributions on a per share basis to the shareholders who owned Fund shares on the record date. The Funds do 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.

TAXES

          As with any investment, you should consider how your investment in any Fund will be taxed.

          Taxes on dividends and distributions. Unless you are tax-exempt or hold Fund shares in a tax-deferred account, you must pay 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 a Fund are taxed as ordinary income, and long-term capital gain distributions are taxed as long-term capital gains. Every January, a statement showing the taxable distributions paid to you in the previous year from each Fund will be sent to you and the Internal Revenue Service (“IRS”). Long-term capital gain distributions generally may be taxed at a maximum federal rate of 15% to individual investors (or at 5% [0% for taxable years beginning after December 31, 2007] to individual investors who are in the 10% or 15% tax bracket). These rates are currently scheduled to apply through 2010. 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 a 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 a Fund. Notwithstanding this, certain holding period requirements with respect to a shareholder’s shares in a 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 2010. Additional information about this can be found in the SAI.

          Taxes on transactions. Unless a transaction involves Fund shares held in a tax-deferred account, redemptions, including sales and 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

68  Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

loss will be treated as a long-term capital gain or loss if you have held your shares for more than one year.

          Whenever you sell shares of a Fund, you will be sent a confirmation statement showing how many shares you sold and at what price. However, you or your tax preparer must determine whether this sale resulted in a capital gain or loss and the amount of tax to be paid on any gain. Be sure to keep your regular account statements; the information they contain will be essential in calculating the amount of your capital gains or losses.

          Backup withholding. If you fail to provide a correct taxpayer identification number or fail to certify that it is correct, the Funds are required by law to withhold 28% of all the distributions and redemption proceeds paid from your account. The Funds are also required to begin backup withholding if instructed by the IRS to do so.

          Buying a dividend. If you buy shares just before a 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. This is referred to as “buying a dividend.” For example, assume you bought shares of a 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 401(a), 401(k) or 403(b) plans or IRAs, 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 a Fund and its investments and these taxes generally will reduce such Fund’s distributions. If a 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 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, a 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 a 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.

          Special considerations for Inflation-Linked Bond Fund shareholders. Periodic adjustments for inflation to the principal amount of an inflation-indexed bond held by the Inflation-Linked Bond Fund may give rise to original issue discount, which will be included in the Fund’s gross income. Due to original issue discount, the Fund may be required to make annual distributions to shareholders that exceed the cash received, which may cause the Fund to liquidate certain investments when it is not advantageous to do so. Also, if the principal value of an

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  69

inflation-indexed bond is adjusted downward due to deflation, amounts previously distributed in the taxable year of the adjustment may be characterized in some circumstances as a return of capital.

          This information is only a brief summary of certain federal income tax information about your investment in a 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 a Fund in your particular situation. Additional tax information can be found in the SAI.

YOUR ACCOUNT: PURCHASING, REDEEMING OR EXCHANGING SHARES

TYPES OF ACCOUNTS

          Retail Class shares of the Funds 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 (and categories of shareholders) as may be approved from time to time.

          The Funds will only accept accounts with a U.S. address of record; we will not accept accounts with a foreign address of record. Additionally, the Funds 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 Funds at 800 223-1200, Monday through Friday, from 8:00 a.m. to 10:00 p.m. Eastern Time.

70  Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

HOW TO PURCHASE SHARES

          How to Open an Account and Make Subsequent Investments

          To open an account, send the Funds 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, 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 per Fund 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 Funds have 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 Funds will not accept payment in the following forms: travelers checks, money orders, credit card convenience checks, cashier’s checks, cash or starter checks. The Funds will not accept corporate checks for investment into non-corporate accounts. The Funds will not accept third party checks. (Any check not made payable directly to TIAA-CREF Institutional Mutual Funds—Retail Class will be considered a third party check). The Funds cannot accept checks made out to you or other parties and signed over to the Fund.

          The Funds consider 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 Institutional Mutual Funds-Retail Class, and application to:

First Class Mail:	The TIAA-CREF Institutional Mutual Funds—Retail Class
	c/o Boston Financial Data Services
	P.O. Box 8009
	Boston, MA 02266-8009
Overnight Mail:	The TIAA-CREF Institutional Mutual Funds—Retail Class
	c/o Boston Financial Data Services
	30 Dan Road
	Canton, MA 02021-2809
Once submitted, your transaction cannot be modified or canceled.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  71

          To Open An Account By Wire: Send the Funds your application by mail, then call the Funds to confirm that your account has been established. Instruct your bank to wire money to:

State Street Bank

225 Franklin Street

Boston, MA 02110

ABA Number 011000028

DDA Number 99052771

Specify on the wire:
•	The TIAA-CREF Institutional Mutual Funds-Retail Class;
•	Account registration (names of registered owners), address and social security number(s) or taxpayer identification number;
•	Indicate if this is for a new or existing account (provide Fund account number if existing);
•	The Fund(s) in which you want to invest, and amount per Fund 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, and the Fund(s) you want to invest in and the amount to be invested in each Fund(s).

          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 Funds to take regular, automatic withdrawals from your bank account.

          To begin this service, send the Funds a voided check or savings account investment slip. It will take the Funds 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 Funds receive 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 TIAA-CREF Institutional Mutual Funds 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 was provided at the time the account was established. If you do not want the telephone purchase option, you can indicate this on the application or call the Funds at 800 223-1200 any time after opening your account. You may add this privilege after the account has been

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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-CREF’s 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-CREF’s Web Center can be accessed through TIAA-CREF’s homepage at www.tiaa-cref.org.

          Before you can use TIAA-CREF’s 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-CREF’s Web Center will lead you through the transaction process, and the Funds will use reasonable procedures to confirm that the instructions given are genuine. All transactions over TIAA-CREF’s 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 (you do not have to send the Funds an application again).

          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 Funds cannot accept purchase requests specifying a certain price, date, or number of shares. The requests will be deemed to be not in “good order” (see below) and return these investments.

• The Funds reserve the right to reject any application, investment or purchase request. There may be circumstances when the Funds will not accept new investments in one or more of the Funds 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, they may charge you additional fees. Contact them to find out if they impose 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 Funds do not receive good funds through wire transfer or electronic funds transfer, the Funds 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 any of the Funds or Advisors and you may be subject to tax consequences on such a redemption. If you are already a shareholder, the Funds can redeem shares from any of your account(s) as reimbursement for all losses. The Funds also reserve the right to restrict you from making future purchases in any of the Funds. 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.

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• Federal law requires the Funds to obtain, verify and record information that identifies each person who opens an account. Until the Funds receive such information, the Funds may not be able to open an account or effect transactions for you. Furthermore, if the Funds are 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 Funds reserve the right to take such action as deemed appropriate, which may include closing your account.

         In-Kind Purchases of Shares

          Advisors, at its sole discretion, may permit a shareholder to purchase Retail Class shares with investment securities (instead of cash), if: (1) Advisors believes the securities are appropriate investments for the particular 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 Fund’s investment restrictions. If the Fund accepts the securities, the shareholder’s 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 Funds or their intermediary or plan sponsor. Otherwise, shareholders interested in making in-kind purchases should contact Funds directly.

HOW TO REDEEM SHARES

          You can redeem (sell) your Retail Class shares of the Funds at any time. Certain redemptions of shares of the International Equity Fund, Small-Cap Equity Fund and High-Yield Fund II will be subject to the Redemption Fee (see the section entitled “Redemption or Exchange Fee” below). Redemptions must be for at least $250 or the balance of your investment in a Fund, if less. 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.

          Usually, the Funds send your redemption proceeds (minus any applicable Redemption Fee) to you on the second business day after the Funds receive your 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 Funds send 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 Funds generally will require a letter of instruction with a Medallion Signature Guarantee for each account holder (see below). The Funds can send your redemption

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proceeds in several different ways: 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 Funds 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 Funds, your redemption request is irrevocable and 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 have the telephone redemption option automatically. If you do not want to be able to redeem by telephone, indicate this on your application or call the Funds any time after opening your account. Telephone redemptions are not available for IRA accounts.

          By Systematic Redemption Plan: You can elect this feature only from Funds with balances of at least $5,000. The Funds will automatically redeem shares in a particular Fund 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 (minimum $250) of the redemption and from which Fund you want to redeem shares.

          If you want to set up a systematic redemption plan, contact the Funds and they will send you the necessary forms. 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 Funds can terminate the systematic redemption plan option at any time, although the Funds will notify you it this occurs. You can terminate the plan or reduce the amount or frequency of the redemptions by writing or calling the Funds. Requests to establish, terminate, or change the amount or frequency of redemptions will become effective within 5 days after the Funds receive your instructions.

          By Check: If you’ve elected the Money Market Fund’s check writing privilege, you can make redemptions from the Money Market Fund by check. All registered account owners must sign a signature card before the privilege can be exercised. You can establish check writing on your account when you apply or later upon

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  75

request. Checks are issued 10 days after the check writing privilege has been added to the account.

          For joint accounts, the Funds require only the signature of any one owner on a check. You can write up to 24 checks per year, as long as each check is for at least $250. Checks written for less than $250 will not be honored. The Funds reserve the right to charge a $25 fee if there are insufficient Money Market Fund shares in your account to cover the amount of the check; or for each check you write if you have already written 24 checks in one year.

          You cannot write a check to close your Money Market Fund account because the value of the Fund changes daily as dividends are accrued. You also cannot write a check to redeem shares from the Money Market Fund for 10 days after your check or automatic investment plan payment to purchase Money Market Fund shares is received if your Fund account does not otherwise have a sufficient balance to support the redemption check.

         Points To Remember When Redeeming:

• The Funds cannot accept redemption requests specifying a certain price or date; these requests will be deemed to not be in “good order” (see below) and will be returned.

• If you request a redemption by telephone within 30 days of changing your address, or if you would like the proceeds sent to someone else, you generally must send the Funds your request in writing with a Medallion Signature Guarantee of all owners exactly as registered on the account.

         In-Kind Redemptions of Shares

          Certain large redemptions of Fund shares may be detrimental to a Fund’s other shareholders because such redemptions can adversely affect a portfolio manager’s ability to implement it’s investment strategy by causing premature sale of portfolio securities that would otherwise be held. Consequently, if, in any 90-day period, a shareholder redeems (sells) shares in an amount that exceeds the lesser of (i) $250,000 or (ii) 1% of a Fund’s 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 Fund’s portfolio (which may consist of either Retail Class shares of the Fund or actual securities originally held by the Funds) 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 Fund’s 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.

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HOW TO EXCHANGE SHARES

          Exchanges involving shares of the International Equity Fund, Small-Cap Equity Fund and High-Yield Fund II held less than 60 days may be subject to the Redemption Fee (see below).

          Investors holding Retail Class shares of a Fund are accorded certain exchange privileges involving their Retail Class shares of a Fund. For purposes of making an exchange involving Retail Class shares, an “exchange” means:

• a sale (redemption) of Retail Class shares of one Fund and the use of the proceeds to purchase Retail Class shares of another Fund;

• a sale (redemption) of Retail Class shares of one Fund and the use of the proceeds to purchase shares of a mutual fund of TIAA-CREF Institutional Mutual Funds; and

• a sale (redemption) of shares of a mutual fund of TIAA-CREF Institutional Mutual Funds and the use of the proceeds to purchase of Retail Class shares of a Fund.

          In each case, these exchanges may be made at any time, 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 to 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 accounts 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.

          Over the Internet: You can exchange shares using TIAA-CREF’s Web Center, which can be accessed through TIAA-CREF’s homepage at www.tiaa-cref.org. Once made, your transaction cannot be modified or canceled.

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          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 Funds automatically redeem Retail Class shares from a specified Fund and purchase Retail Class shares in another Fund 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 to a Fund in which you already own shares must be for at least $50, and 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).

          If you want to set up a systematic exchange, you can contact the Funds and they 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 Funds. Requests to establish, terminate, or change the amount or frequency of exchanges will become effective within 5 days after we receive your instructions.

         Points To Remember When Exchanging:

• Make sure you understand the investment objective 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 Funds reserve the right to reject any exchange request and to modify or terminate the exchange option at any time without prior notice to shareholders. The Funds may do this, in particular, when your transaction activity is believed to be harmful to the Funds, including if it is considered to be market timing activity.

• An exchange is considered a sale of securities, and therefore is taxable.

CONVERSION OF SHARES

          A share conversion is a transaction where shares of one class of a Fund are exchanged for shares of another class of the same Fund. Share conversions can occur between each share class of a Fund. Generally, share conversions occur where a shareholder becomes eligible for another share class of a 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.

          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

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NYSE (generally 4:00 p.m. Eastern Time) on a day the NYSE is open will receive the NAV of the new class computed that day. Please note that because the NAVs of each class of the Funds 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 intermediary or plan sponsor, please contact them for more information on share conversions. Please note that certain intermediaries or plan sponsors may not permit all types of share conversions. The Funds reserve 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 and you hold your shares through a TIAA-CREF administered account, you may place an order for a share conversion by calling 800 223-1200. If you hold your shares through a plan or intermediary, please contact them regarding conversions. Please be sure to read 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 Funds nor Advisors have any responsibility for reviewing accounts and/or contacting shareholders to apprise them that they may qualify to request a voluntary conversion. Some plans and intermediaries may not allow investors who own shares through them to make share conversions.

         Mandatory Conversions

          The Funds reserve 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 Funds will notify affected shareholders in writing prior to any mandatory conversion.

OTHER INVESTOR INFORMATION

          Good Order. Purchase, redemption and exchange requests are not processed until received in good order by the Funds’ transfer agent (or other 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 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 Funds, their 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

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  79

authorized Fund agent) to effect the purchase. The Funds, their 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.

          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 Fund shares through a financial intermediary, the 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 day’s NAV per share as the transaction price.

          Small Account Maintenance Fee. Beginning in October 2008, the Fund will charge an annual Small Account Maintenance Fee of $15.00 per Retail Class account 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). This fee will be deducted from your Retail Class Fund account. Unless you hold your Fund shares through a non-taxable account, the redemption of Fund shares to pay for the fee will be a taxable event for you.

          You will be given 60 days’ notice to reestablish the minimum balance if your Fund account balance falls below $2,000 in order to avoid the annual Small Account Maintenance Fee. If you do not either increase your balance or close the account, then you will be assessed the fee as noted above.

          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 aggregate 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 Fund’s automatic investment plan (AIP); and accounts held through tuition (529) programs. However, the annual Small Account Maintenance Fee will apply to individual retirement accounts 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.

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          Minimum Account Size. Due to the relatively high cost of maintaining smaller accounts, the Funds reserve 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 Funds reserve the right to waive or reduce the minimum account size for any Fund account at any time. Additionally, the Funds may increase, terminate or revise the terms of the minimum account size requirements at any time without advance notice to shareholders.

          Taxpayer Identification Number. If you hold your Fund shares directly, 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 for prior underreporting. 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.

          Changing Your Address. To change the address on your account, please call the Funds or send the Funds 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.

          Medallion Signature Guarantee. For some transaction requests (for example, when you are redeeming shares within 30 days of changing your address, bank or bank account or adding certain new services to an existing account), the Funds require a Medallion Signature Guarantee of each owner of record of an account. This requirement is designed to protect you and the Funds 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 United States 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 signature guarantee is required, please contact us.

          Transferring Shares. You can transfer ownership of your account to another person or organization or change the name on your account by sending the Funds written instructions. Generally, each registered owners 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.

          Transfer On Death. If you live in certain states, 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.

          Telephone and TIAA-CREF Web Center Transactions. The Funds are not liable for losses from unauthorized TIAA-CREF Web Center and telephone transactions so long as reasonable procedures designed to verify the identity

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of the person effecting the transaction are followed. The Funds require the use of personal identification numbers, codes and other procedures designed to reasonably confirm that instructions given through TIAA-CREF’s Web Center or by telephone are genuine. The Funds also tape record telephone instructions and provide written confirmations of such instructions. The Funds accept 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 Funds 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 Funds for instructions.

          Limitations. Federal laws designed to counter terrorism and prevent money laundering might, in certain circumstances, require the Funds to block an account owner’s 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 Funds may also be required to provide additional information about you and your account to government regulators.

          Advice About Your Account. Representatives of TPIS may recommend that you buy Fund shares. TPIS, a TIAA subsidiary, is considered the principal underwriter for the Funds. TPIS representatives are only authorized to recommend securities of TIAA or its affiliates. They receive no commissions for these recommendations.

          Customer Complaints. Customer complaints may be directed to TIAA-CREF Institutional Mutual Funds, 730 Third Ave., New York, NY 10017-3206, attention: Director, Mutual Fund Distribution Services.

MARKET TIMING/EXCESSIVE TRADING POLICY

          There are shareholders who may try to profit from making transactions back and forth among the Funds, in an effort to “time” the market. As money is shifted in and out of the Funds, the Funds 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 Funds are not appropriate for such market timing and you should not invest in the Funds 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

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60-calendar day period, a shareholder redeems or exchanges any monies out of a Fund, subsequently purchases or exchanges any monies back into that same Fund and then redeems or exchanges any monies out of that same Fund, the shareholder will not be permitted to transfer back into that same Fund through a purchase or exchange for 90 calendar days. The International Equity Fund, High-Yield Fund II and Small-Cap Equity Funds will charge a Redemption Fee on redemptions of 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 shareholder’s investment in these Funds and to discourage short-term trading of Funds shares. See the section entitled “Redemption Or Exchange Fee” for additional information on the Redemption Fee.

          The Funds’ 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, 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 Funds’ management. 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 Funds’ management. The Funds’ management may also waive the market timing policies and procedures when it is believed that such waiver is in a Fund’s 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 Funds also reserve the right to reject any purchase or exchange request, including when it is believed that a request would be disruptive to a Fund’s efficient portfolio management. The Funds 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 Funds have 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 security’s true value is reflected in the Funds’ NAVs, thereby minimizing any potential stale price arbitrage.

          The Funds seek to apply their 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 exceptions noted above). The Funds make reasonable efforts to apply these policies and procedures to shareholders

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who own shares through omnibus accounts. The Funds have the right to modify their 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 a Fund’s policies are being followed and/or to instruct intermediaries to take action against shareholders who have violated a Fund’s market timing policies.

          The Funds are not appropriate for market timing. You should not invest in the Funds 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 Funds or their agents will be able to identify such shareholders or curtail their trading practices.

          If you invest in a 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.

REDEMPTION OR EXCHANGE FEE

          As explained under “Fees and Expenses” the International Equity Fund, Small-Cap Equity Fund and High-Yield Fund II charge 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 these Funds, regardless of whether they purchase shares of these Funds 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 these Funds to defray the brokerage commissions, market impact and other costs of liquidating a shareholder’s investment in these Funds and to discourage short-term trading of Fund shares.

          In determining whether the Redemption Fee is applicable to a particular redemption, these Funds will use the “first-in, first-out” (FIFO) method to determine the 60-day holding period. Under this method, the date of redemption or exchange will be compared to the earliest purchase date of shares held in these Funds by a shareholder. If this holding period is 60 calendar days or less, then the Redemption Fee will be charged, except as provided below.

          These Funds will not apply the Redemption Fee to reinvestments of dividends and capital gains distributions, systematic withdrawals, systematic purchases, automatic rebalancings, 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’s management. In addition, the Redemption Fee 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’s management.

84  Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

           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 each of these Funds reserves the right to waive the Redemption Fee at its discretion where it is believed such waiver is in the Fund’s best interests, including but not limited to when the it determines that imposition of the Redemption Fee is not necessary to protect the Fund from the effects of short-term trading. In addition, these Funds reserve 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 Funds will notify you prior to the effective date of the change.

          If shares of these Funds are held and subsequently redeemed through an omnibus account maintained by an intermediary, then the intermediary that places the trade with these Funds 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 each Fund’s method of doing so.

          The Board of Trustees may authorize the imposition of the Redemption Fee from time to time on other Funds, subject to notifying shareholders prior to the effective date of the Fee.

ELECTRONIC PROSPECTUSES

          If you received this Prospectus electronically and would like a paper copy, please contact the Funds and one will be sent to you.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  85

GLOSSARY

Code: The Internal Revenue Code of 1986, as amended, including any applicable regulations and Revenue Rulings.
Duration: Duration is a measure of volatility in the price of a bond in response to a change in prevailing interest rates, with
	a longer duration indicating more volatility. It can be understood as the weighted average of the time to each coupon and principal payment of such a security. For an investment portfolio of fixed-income securities, duration is the weighted average of each security’s duration.
Equity Securities: 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 Securities: 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); and other non-equity securities that pay dividends.
Foreign Investments: Securities of foreign issuers, securities or contracts traded or acquired in foreign markets or
	on foreign exchanges, or securities or contracts payable or denominated in foreign currencies.
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.
Investment-Grade: A fixed-income security is investment-grade if it is rated in the four highest categories by a nationally-
	recognized statistical rating organization (“NRSRO”) or unrated securities that Advisors determines are of comparable quality.
U. S. Government Securities: Securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities.

86  Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

FINANCIAL HIGHLIGHTS

          The Financial Highlights table is intended to help you understand the Funds’ financial performance for the past five years (or, if a Fund has not been in operation for five years, since commencement of operations). Certain information reflects financial results for a single share of a Fund. The total returns in the table show the rates that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions).

          PricewaterhouseCoopers LLP serves as the Funds’ independent registered public accounting firm and has audited the financial statements of the Funds for each of the periods presented in the three-year period ended September 30, 2007. Their report appears in the Trust’s Annual Report, which is available without charge upon request. Information reported for fiscal periods before 2005 was audited by the Funds’ former independent registered public accounting firm.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  87

FINANCIAL HIGHLIGHTS (continued)

GROWTH & INCOME FUND

			Selected Per Share Data
				Investment Operations			Distributions
	For the Years Ended		Net Asset Value, Beginning of Period	Net Investment Income(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Period
Institutional Class	9/30/2007		$  8.66	$ 0.17	$ 2.06	$ 2.23	$ (0.17	)	$ (0.39	)	$ (0.56	)	$ 10.33
	9/30/2006		9.05	0.14	0.76	0.90	(0.15	)	(1.14	)	(1.29	)	8.66
	9/30/2005		8.12	0.18	0.93	1.11	(0.18	)	—		(0.18	)	9.05
	9/30/2004		7.36	0.12	0.76	0.88	(0.12	)	—		(0.12	)	8.12
	9/30/2003		6.14	0.10	1.22	1.32	(0.10	)	—		(0.10	)	7.36
Retirement Class	9/30/2007		8.76	0.15	2.08	2.23	(0.16	)	(0.39	)	(0.55	)	10.44
	9/30/2006		9.12	0.12	0.77	0.89	(0.11	)	(1.14	)	(1.25	)	8.76
	9/30/2005		8.16	0.13	0.95	1.08	(0.12	)	—		(0.12	)	9.12
	9/30/2004		7.39	0.10	0.75	0.85	(0.08	)	—		(0.08	)	8.16
	9/30/2003	(b)	6.14	0.07	1.22	1.29	(0.04	)	—		(0.04	)	7.39
Retail Class	9/30/2007		10.27	0.18	2.47	2.65	(0.17	)	(0.39	)	(0.56	)	12.36
	9/30/2006	(c)	10.00	0.08	0.24	0.32	(0.05	)	—		(0.05	)	10.27

88  Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

					Ratios and Supplemental Data
	For the Periods Ended		Total Return		Net Assets, End of Period (000’s)	Ratio of Expenses to Average Net Assets					Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
							Total	(e)	Net	(f)
Institutional Class	9/30/2007		26.84	%	$  105,476		0.55	%	0.13	%	1.81	%	84	%
	9/30/2006		10.87		97,494		0.42		0.13		1.58		133
	9/30/2005		13.70		141,199		0.15		0.15		2.04		223
	9/30/2004		11.89		625,503		0.14		0.14		1.46		77
	9/30/2003		21.62		505,404		0.15		0.14		1.48		150
Retirement Class	9/30/2007		26.44		204,746		0.81		0.38		1.52		84
	9/30/2006		10.62		86,918		0.74		0.40		1.36		133
	9/30/2005		13.32		58,731		0.46		0.46		1.43		223
	9/30/2004		11.47		35,874		0.53		0.44		1.17		77
	9/30/2003	(b)	21.14		8,027		0.48		0.47		1.02		150
Retail Class	9/30/2007		26.67		635,012		1.00		0.24		1.58		84
	9/30/2006	(c)	3.22		2,632		4.10	(d)	0.43	(d)	1.55	(d)	133

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Retirement Class commenced operations on October 1, 2002.
(c)	The Retail Class commenced operations on March 31, 2006.
(d)	The percentages shown for this period are annualized.
(e)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(f)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  89

FINANCIAL HIGHLIGHTS (continued)

INTERNATIONAL EQUITY FUND

			Selected Per Share Data
				Investment Operations			Distributions
	For the Periods Ended		Net Asset Value, Beginning of Period	Net Investment Income(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Period
Institutional Class	9/30/07		$ 13.45	$ 0.20	$ 3.49	$ 3.69	$ (0.22	)	$ (1.94	)	$ (2.16	)	$ 14.98
	9/30/06		12.17	0.19	2.15	2.34	(0.22	)	(0.84	)	(1.06	)	13.45
	9/30/05		10.29	0.21	2.43	2.64	(0.20	)	(0.56	)	(0.76	)	12.17
	9/30/04		8.56	0.20	1.69	1.89	(0.16	)	—		(0.16	)	10.29
	9/30/03		6.86	0.17	1.65	1.82	(0.12	)	—		(0.12	)	8.56
Retirement Class	9/30/07		13.72	0.19	3.54	3.73	(0.19	)	(1.94	)	(2.13	)	15.32
	9/30/06		12.41	0.16	2.13	2.29	(0.14	)	(0.84	)	(0.98	)	13.72
	9/30/05		10.49	0.19	2.40	2.59	(0.11	)	(0.56	)	(0.67	)	12.41
	9/30/04		8.65	0.17	1.69	1.86	(0.02	)	—		(0.02	)	10.49
	9/30/03	(b)	6.86	0.13	1.66	1.79	—		—		—		8.65
Retail Class	9/30/07		10.63	0.22	2.59	2.81	(0.21	)	(1.94	)	(2.15	)	11.29
	9/30/06	(c)	10.00	0.05	0.58	0.63	—		—		—		10.63

90  Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

					Ratios and Supplemental Data
	For the Periods Ended		Total Return		Net Assets, End of Period (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
						Total	(e)	Net	(f)
Institutional Class	9/30/07		30.49	%	$ 807,072	0.58	%	0.58	%	1.47	%	179	%
	9/30/06		20.60		649,747	0.45		0.45		1.48		164
	9/30/05		26.45		668,009	0.21		0.21		1.89		147
	9/30/04		22.17		528,959	0.20		0.20		1.98		151
	9/30/03		26.90		370,026	0.27		0.20		2.20		156
Retirement Class	9/30/07		30.16		1,216,121	0.84		0.80		1.36		179
	9/30/06		19.68		519,870	0.76		0.74		1.27		164
	9/30/05		25.34		231,867	0.56		0.56		1.67		147
	9/30/04		21.45		77,400	0.58		0.55		1.63		151
	9/30/03	(b)	26.15		9,863	0.61		0.54		1.61		156
Retail Class	9/30/07		30.34		526,418	0.95		0.75		2.02		179
	9/30/06	(c)	6.30		13,943	1.36	(d)	0.80	(d)	0.94	(d)	164

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Retirement Class commenced operations on October 1, 2002.
(c)	The Retail Class commenced operations on March 31, 2006.
(d)	The percentages shown for this period are annualized.
(e)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(f)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds §Retail Class §Prospectus  91

FINANCIAL HIGHLIGHTS (continued)

LARGE-CAP GROWTH FUND

		Selected Per Share Data
			Investment Operations						Distributions
	For the Periods Ended(b)	Net Asset Value, Beginning of Period	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income		From Net Realized Gains	Total Distributions		Net Asset Value, End of Period
Institutional Class	9/30/07	$  9.68	$ 0.10		$ 2.31		$ 2.41		$ (0.05	)	$ —	$ (0.05	)	$ 12.04
	9/30/06	10.00	0.05		(0.37	)	(0.32	)	—		—	—		9.68
Retirement Class	9/30/07	9.67	0.18		2.19		2.37		(0.04	)	—	(0.04	)	12.00
	9/30/06	10.00	0.03		(0.36	)	(0.33	)	—		—	—		9.67
Retail Class	9/30/07	9.67	0.09		2.31		2.40		(0.05	)	—	(0.05	)	12.02
	9/30/06	10.00	0.03		(0.36	)	(0.33	)	—		—	—		9.67

92  Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

					Ratios and Supplemental Data
	For the Periods Ended	(b)	Total Return		Net Assets, End of Period (000’s)	Ratio of Expenses to Average Net Assets					Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
							Total	(e)	Net	(f)
Institutional Class	9/30/07		24.97	%	$ 169,352		0.65	%	0.13	%	0.95	%	189	%
	9/30/06		(3.20	)(c)	12,465		1.97	(d)	0.13	(d)	0.97	(d)	81
Retirement Class	9/30/07		24.67		28,308		0.94		0.38		1.67		189
	9/30/06		(3.30	)(c)	2,145		6.76	(d)	0.38	(d)	0.69	(d)	81
Retail Class	9/30/07		24.89		439,678		1.22		0.21		0.82		189
	9/30/06		(3.30	)(c)	2,196		5.35	(d)	0.43	(d)	0.61	(d)	81

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Fund commenced operations on March 31, 2006.
(c)	The percentages shown for this period are not annualized.
(d)	The percentages shown for this period are annualized.
(e)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(f)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  93

FINANCIAL HIGHLIGHTS (continued)

LARGE-CAP VALUE FUND

		Selected Per Share Data
			Investment Operations				Distributions
	For the Years Ended	Net Asset Value, Beginning of Year	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Institutional Class	9/30/07	$ 15.73	$ 0.30		$ 2.10	$ 2.40	$ (0.26	)	$  (0.85	)	$  (1.11	)	$ 17.02
	9/30/06	14.41	0.27		1.75	2.02	(0.22	)	(0.48	)	(0.70	)	15.73
	9/30/05	13.40	0.30		1.92	2.22	(0.23	)	(0.98	)	(1.21	)	14.41
	9/30/04	11.59	0.28		2.22	2.50	(0.14	)	(0.55	)	(0.69	)	13.40
	9/30/03	9.16	0.25		2.22	2.47	(0.04	)	—		(0.04	)	11.59
Retirement Class	9/30/07	15.68	0.26		2.10	2.36	(0.23	)	(0.85	)	(1.08	)	16.96
	9/30/06	14.43	0.23		1.75	1.98	(0.25	)	(0.48	)	(0.73	)	15.68
	9/30/05	13.41	0.26		1.90	2.16	(0.16	)	(0.98	)	(1.14	)	14.43
	9/30/04	11.55	0.24		2.23	2.47	(0.06	)	(0.55	)	(0.61	)	13.41
	9/30/03	9.16	0.21		2.24	2.45	(0.06	)	—		(0.06	)	11.55
Retail Class	9/30/07	15.36	0.28		2.06	2.34	(0.25	)	(0.85	)	(1.10	)	16.60
	9/30/06	14.17	0.25		1.71	1.96	(0.29	)	(0.48	)	(0.77	)	15.36
	9/30/05	13.25	0.26		1.88	2.14	(0.24	)	(0.98	)	(1.22	)	14.17
	9/30/04	11.52	0.24		2.21	2.45	(0.17	)	(0.55	)	(0.72	)	13.25
	9/30/03	9.16	0.22		2.20	2.42	(0.06	)	—		(0.06	)	11.52

94  Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

				Ratios and Supplemental Data
	For the Years Ended	Total Return		Net Assets, End of Year (000’s)	Ratio of Expenses to Average Net Assets					Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
						Total	(b)	Net	(c)
Institutional Class	9/30/07	15.71	%	$ 487,144		0.52	%	0.50	%	1.78	%	136	%
	9/30/06	14.47		215,614		0.38		0.38		1.84		115
	9/30/05	16.73		216,512		0.14		0.14		2.11		113
	9/30/04	21.96		31,289		0.17		0.14		2.20		154
	9/30/03	26.98		14,822		0.21		0.14		2.31		185
Retirement Class	9/30/07	15.51		500,511		0.75		0.73		1.55		136
	9/30/06	14.21		257,287		0.68		0.67		1.54		115
	9/30/05	16.23		159,064		0.48		0.48		1.82		113
	9/30/04	21.59		69,314		0.51		0.48		1.87		154
	9/30/03	26.94		9,943		0.54		0.47		1.89		185
Retail Class	9/30/07	15.70		115,149		0.71		0.55		1.72		136
	9/30/06	14.35		198,739		0.53		0.53		1.69		115
	9/30/05	16.35		170,748		0.44		0.44		1.87		113
	9/30/04	21.67		137,166		0.49		0.44		1.89		154
	9/30/03	26.47		85,349		0.51		0.44		1.99		185

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  95

FINANCIAL HIGHLIGHTS	(continued)
MID-CAP GROWTH FUND

		Selected Per Share Data
			Investment Operations				Distributions
	For the Years Ended	Net Asset Value, Beginning of Year	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Institutional Class	9/30/07	$17.01	$ 0.03		$ 4.20	$ 4.23	$ (0.05	)	$ (0.86	)	$ (0.91	)	$20.33
	9/30/06	17.01	0.06		0.41	0.47	(0.02	)	(0.45	)	(0.47	)	17.01
	9/30/05	14.30	0.06		3.33	3.39	(0.01	)	(0.67	)	(0.68	)	17.01
	9/30/04	13.02	0.05		1.76	1.81	(0.03	)	(0.50	)	(0.53	)	14.30
	9/30/03	9.21	0.04		3.77	3.81	—		(0.00	)(b)	(0.00	)(b)	13.02
Retirement Class	9/30/07	16.84	(0.00	)(b)	4.16	4.16	(0.02	)	(0.86	)	(0.88	)	20.12
	9/30/06	16.88	0.02		0.39	0.41	(0.00	)(b)	(0.45	)	(0.45	)	16.84
	9/30/05	14.23	0.01		3.31	3.32	(0.00	)(b)	(0.67	)	(0.67	)	16.88
	9/30/04	12.97	0.00	(b)	1.76	1.76	—		(0.50	)	(0.50	)	14.23
	9/30/03	9.21	0.00	(b)	3.76	3.76	(0.00	)(b)	(0.00	)(b)	(0.00	)(b)	12.97
Retail Class	9/30/07	16.85	0.00	(b)	4.17	4.17	(0.02	)	(0.86	)	(0.88	)	20.14
	9/30/06	16.89	0.02		0.40	0.42	(0.01	)	(0.45	)	(0.46	)	16.85
	9/30/05	14.23	0.01		3.32	3.33	(0.00	)(b)	(0.67	)	(0.67	)	16.89
	9/30/04	12.98	0.00	(b)	1.75	1.75	(0.00	)(b)	(0.50	)	(0.50	)	14.23
	9/30/03	9.21	0.00	(b)	3.77	3.77	(0.00	)(b)	(0.00	)(b)	(0.00	)(b)	12.98

96  Prospectus §TIAA-CREF Institutional Mutual Funds §Retail Class

				Ratios and Supplemental Data
					Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income (Loss) to Average Net Assets
				Net Assets, End of Year (000’s)
	For the Years Ended										Portfolio Turnover Rate
		Total Return
					Total	(c)	Net	(d)
Institutional Class	9/30/07	25.76	%	$  51,145	0.59	%	0.55	%	0.18	%	127	%
	9/30/06	2.72		34,088	0.50		0.43		0.36		147
	9/30/05	24.12		20,808	0.15		0.15		0.39		115
	9/30/04	13.88		3,684	0.17		0.14		0.32		148
	9/30/03	41.37		1,887	0.39		0.14		0.31		162
Retirement Class	9/30/07	25.54		313,908	0.84		0.78		(0.05	)	127
	9/30/06	2.42		164,771	0.72		0.69		0.13		147
	9/30/05	23.72		131,943	0.48		0.48		0.06		115
	9/30/04	13.48		74,600	0.54		0.48		(0.01	)	148
	9/30/03	40.85		25,519	0.73		0.47		(0.02	)	162
Retail Class	9/30/07	25.66		84,847	0.90		0.70		0.03		127
	9/30/06	2.37		68,416	0.68		0.68		0.13		147
	9/30/05	23.80		62,481	0.44		0.44		0.09		115
	9/30/04	13.48		48,508	0.51		0.44		0.02		148
	9/30/03	40.96		22,004	0.69		0.44		0.01		162

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Amount represents less than $0.01 per share.
(c)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(d)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus   97

FINANCIAL HIGHLIGHTS	(continued)
MID-CAP VALUE FUND

		Selected Per Share Data
			Investment Operations				Distributions
	For the Years Ended	Net Asset Value, Beginning of Year	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Institutional Class	9/30/07	$  18.59	$  0.35		$  3.33	$  3.68	$  (0.31	)	$  (1.62	)	$  (1.93	)	$  20.34
	9/30/06	17.57	0.26		1.87	2.13	(0.23	)	(0.88	)	(1.11	)	18.59
	9/30/05	14.44	0.30		3.62	3.92	(0.22	)	(0.57	)	(0.79	)	17.57
	9/30/04	12.02	0.26		2.74	3.00	(0.13	)	(0.45	)	(0.58	)	14.44
	9/30/03	9.03	0.22		2.81	3.03	(0.04	)	—		(0.04	)	12.02
Retirement Class	9/30/07	18.51	0.29		3.32	3.61	(0.27	)	(1.62	)	(1.89	)	20.23
	9/30/06	17.52	0.21		1.87	2.08	(0.21	)	(0.88	)	(1.09	)	18.51
	9/30/05	14.38	0.25		3.60	3.85	(0.14	)	(0.57	)	(0.71	)	17.52
	9/30/04	11.95	0.21		2.73	2.94	(0.06	)	(0.45	)	(0.51	)	14.38
	9/30/03	9.03	0.18		2.80	2.98	(0.06	)	—		(0.06	)	11.95
Retail Class	9/30/07	18.34	0.32		3.29	3.61	(0.29	)	(1.62	)	(1.91	)	20.04
	9/30/06	17.36	0.22		1.85	2.07	(0.22	)	(0.87	)	(1.09	)	18.34
	9/30/05	14.27	0.25		3.57	3.82	(0.16	)	(0.57	)	(0.73	)	17.36
	9/30/04	11.97	0.22		2.71	2.93	(0.18	)	(0.45	)	(0.63	)	14.27
	9/30/03	9.03	0.19		2.80	2.99	(0.05	)	—		(0.05	)	11.97

98  Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

				Ratios and Supplemental Data
					Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets
				Net Assets, End of Year (000’s)
	For the Years Ended										Portfolio Turnover Rate
		Total Return
					Total	(b)	Net	(c)
Institutional Class	9/30/07	21.03	%	$  58,763	0.53	%	0.53	%	1.76	%	90	%
	9/30/06	12.68		38,173	0.47		0.43		1.46		131
	9/30/05	27.63		25,868	0.15		0.15		1.82		110
	9/30/04	25.36		8,042	0.17		0.14		1.88		173
	9/30/03	33.63		4,009	0.32		0.14		2.05		215
Retirement Class	9/30/07	20.70		600,104	0.78		0.78		1.47		90
	9/30/06	12.42		318,024	0.69		0.68		1.20		131
	9/30/05	27.20		266,360	0.48		0.48		1.50		110
	9/30/04	24.82		92,268	0.52		0.48		1.54		173
	9/30/03	33.27		15,669	0.65		0.47		1.52		215
Retail Class	9/30/07	20.87		198,698	0.79		0.63		1.65		90
	9/30/06	12.51		125,871	0.63		0.63		1.25		131
	9/30/05	27.23		95,608	0.44		0.44		1.53		110
	9/30/04	24.89		40,706	0.51		0.44		1.58		173
	9/30/03	33.29		9,476	0.62		0.44		1.83		215

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus   99

FINANCIAL HIGHLIGHTS (continued)

SMALL-CAP EQUITY FUND

		Selected Per Share Data
			Investment Operations				Distributions
	For the Years Ended	Net Asset Value, Beginning of Year	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Institutional Class	9/30/07	$  15.91	$  0.19		$  0.99	$  1.18	$  (0.11	)	$  (1.55	)	$  (1.66	)	$  15.43
	9/30/06	15.84	0.10		1.41	1.51	(0.11	)	(1.33	)	(1.44	)	15.91
	9/30/05	14.29	0.17		2.20	2.37	(0.12	)	(0.70	)	(0.82	)	15.84
	9/30/04	12.68	0.14		2.48	2.62	(0.08	)	(0.93	)	(1.01	)	14.29	(b)
	9/30/03	9.27	0.14		3.29	3.43	(0.02	)	—		(0.02	)	12.68
Retirement Class	9/30/07	15.73	0.15		0.98	1.13	(0.08	)	(1.55	)	(1.63	)	15.23
	9/30/06	15.71	0.06		1.40	1.46	(0.11	)	(1.33	)	(1.44	)	15.73
	9/30/05	14.20	0.12		2.19	2.31	(0.10	)	(0.70	)	(0.80	)	15.71
	9/30/04	12.62	0.09		2.46	2.55	(0.04	)	(0.93	)	(0.97	)	14.20	(b)
	9/30/03	9.27	0.11		3.28	3.39	(0.04	)	—		(0.04	)	12.62
Retail Class	9/30/07	15.66	0.15		1.01	1.16	(0.09	)	(1.55	)	(1.64	)	15.18
	9/30/06	15.65	0.07		1.39	1.46	(0.12	)	(1.33	)	(1.45	)	15.66
	9/30/05	14.15	0.14		2.19	2.33	(0.13	)	(0.70	)	(0.83	)	15.65
	9/30/04	12.64	0.12		2.45	2.57	(0.13	)	(0.93	)	(1.06	)	14.15	(b)
	9/30/03	9.27	0.12		3.29	3.41	(0.04	)	—		(0.04	)	12.64

100   Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

	Ratios and Supplemental Data
								Ratio of Expenses to Average Net Assets						Ratio of Net Investment Income to Average Net Assets
						Net Assets, End of Year (000’s)										Portfolio Turnover Rate
	For the Years Ended
			Total Return
								Total(c)			Net(d)
Institutional Class		9/30/07		7.43	%	$	181,032		0.57	%		0.55	%	1.16	%	127	%
		9/30/06		10.15			115,273		0.43			0.41		0.66		264
		9/30/05		16.69			116,652		0.15			0.15		1.11		273
		9/30/04		20.98	(b)		45,429		0.20			0.14		1.03		295
		9/30/03		37.12			18,702		0.62			0.14		1.25		328
Retirement Class		9/30/07		7.15			267,273		0.81			0.78		0.92		127
		9/30/06		9.90			216,828		0.72			0.69		0.39		264
		9/30/05		16.35			170,413		0.48			0.48		0.78		273
		9/30/04		20.53	(b)		116,445		0.54			0.48		0.68		295
		9/30/03		36.65			29,036		0.95			0.47		0.89		328
Retail Class		9/30/07		7.39			68,843		0.86			0.69		0.95		127
		9/30/06		9.97			85,719		0.61			0.61		0.48		264
		9/30/05		16.55			71,400		0.32			0.30		0.97		273
		9/30/04		20.70	(b)		61,937		0.38			0.30		0.87		295
		9/30/03		36.90			28,139		0.78			0.30		1.10		328

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	During the year ended September 30, 2004, the Small-Cap Equity Fund was reimbursed by the Adviser for an investment loss resulting from an overstatement of cash available for investment. Had the Fund not been reimbursed, the net asset value and total return for the Retirement Class would have been $14.19 and 20.44%, respectively, and the net asset value and total return for the Institutional Class would have been $14.28 and 20.86%, respectively. There was no change to the net asset value or total return for the Retail Class.
(c)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(d)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus 101

FINANCIAL HIGHLIGHTS (continued)

EQUITY INDEX FUND

	Selected Per Share Data
						Investment Operations						Distributions
	For the Periods Ended			Net Asset Value, Beginning of Period		Net Investment Income(a)		Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Period
Institutional Class		9/30/07		$	10.09	$	0.20	$	1.44	$	1.64	$	(0.17	)	$	(0.10	)	$	(0.27	)	$	11.46
		9/30/06			9.97		0.17		0.78		0.95		(0.17	)		(0.66	)		(0.83	)		10.09
		9/30/05			8.85		0.18		1.09		1.27		(0.15	)		—			(0.15	)		9.97
		9/30/04			8.07		0.15		0.99		1.14		(0.29	)		(0.07	)		(0.36	)		8.85
		9/30/03			6.48		0.13		1.53		1.66		(0.05	)		(0.02	)		(0.07	)		8.07
Retirement Class		9/30/07			10.24		0.17		1.48		1.65		(0.17	)		(0.10	)		(0.27	)		11.62
		9/30/06	(b)		10.00		0.07		0.17		0.24		—			—			—			10.24
Retail Class		9/30/07			10.25		0.18		1.47		1.65		(0.17	)		(0.10	)		(0.27	)		11.63
		9/30/06	(c)		10.00		0.08		0.17		0.25		—			—			—			10.25

102 Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

					Ratios and Supplemental Data
	For the Periods Ended		Total Return		Net Assets, End of Period (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
						Total	(f)	Net	(g)
Institutional Class	9/30/07		16.49	%	$   844,429	0.09	%	0.08	%	1.79	%	16	%
	9/30/06		10.08		633,027	0.08		0.08		1.74		32
	9/30/05		14.40		606,341	0.09		0.09		1.94		24
	9/30/04		14.17		766,707	0.08		0.08		1.67		26
	9/30/03		25.79		1,355,731	0.09		0.08		1.71		5
Retirement Class	9/30/07		16.29		9,479	0.36		0.33		1.54		16
	9/30/06	(b)	2.40	(d)	1,909	4.07	(e)	0.34	(e)	1.39	(e)	32
Retail Class	9/30/07		16.30		440,181	0.43		0.22		1.62		16
	9/30/06	(c)	2.50	(d)	7,115	1.49	(e)	0.24	(e)	1.53	(e)	32

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Retirement Class commenced operations on March 31, 2006.
(c)	The Retail Class commenced operations on March 31, 2006
(d)	The percentages shown for this period are not annualized.
(e)	The percentages shown for this period are annualized.
(f)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(g)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds §  Retail Class § Prospectus    103

FINANCIAL HIGHLIGHTS (continued)

SOCIAL CHOICE EQUITY FUND

			Selected Per Share Data
				Investment Operations			Distributions
	For the Periods Ended		Net Asset Value, Beginning of Period	Net Investment Income(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Period
Institutional Class	9/30/07		$10.97	$0.20	$1.38	$1.58	$(0.18	)	$(0.12	)	$(0.30	)	$12.25
	9/30/06		10.13	0.18	0.80	0.98	(0.14	)	(0.00	)(d)	(0.14	)	10.97
	9/30/05		8.96	0.18	1.16	1.34	(0.13	)	(0.04	)	(0.17	)	10.13
	9/30/04		7.96	0.14	0.99	1.13	(0.13	)	—		(0.13	)	8.96
	9/30/03		6.41	0.12	1.52	1.64	(0.09	)	—		(0.09	)	7.96
Retirement Class	9/30/07		11.08	0.17	1.40	1.57	(0.16	)	(0.12	)	(0.28	)	12.37
	9/30/06		10.23	0.15	0.81	0.96	(0.11	)	—		(0.11	)	11.08
	9/30/05		9.08	0.14	1.17	1.31	(0.12	)	(0.04	)	(0.16	)	10.23
	9/30/04		8.01	0.10	1.00	1.10	(0.03	)	—		(0.03	)	9.08
	9/30/03	(b)	6.41	0.09	1.54	1.63	(0.03	)	—		(0.03	)	8.01
Retail Class	9/30/07		10.18	0.18	1.29	1.47	(0.18	)	(0.12	)	(0.30	)	11.35
	9/30/06	(c)	10.00	0.10	0.08	0.18	—		—		—		10.18

104 Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

							Ratios and Supplemental Data
									Ratio of Expenses to Average Net Assets						Ratio of Net Investment Income to Average Net Assets
	For the Periods Ended						Net Assets, End of Period (000’s)											Portfolio Turnover Rate
				Total Return
									Total		(g)	Net		(h)
Institutional Class		9/30/07			14.65	%		$186,561		0.23	%		0.20	%		1.66	%		30	%
		9/30/06			9.77			129,712		0.19			0.17			1.69			18
		9/30/05			15.03			114,491		0.10			0.10			1.87			17
		9/30/04			14.23			82,778		0.10			0.08			1.54			7
		9/30/03			25.89			50,790		0.13			0.08			1.65			28
Retirement Class		9/30/07			14.36			145,444		0.48			0.45			1.43			30
		9/30/06			9.45			79,640		0.50			0.45			1.41			18
		9/30/05			14.41			50,855		0.44			0.44			1.46			17
		9/30/04			13.78			28,870		0.52			0.44			1.15			7
		9/30/03	(b)		25.42			8,936		0.48			0.43			1.16			28
Retail Class		9/30/07			14.67			173,911		0.51			0.21			1.63			30
		9/30/06	(c)		1.80	(e)		21,019		0.99	(f)		0.40	(f)		1.95	(f)		18

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Retirement Class commenced operations on October 1, 2002.
(c)	The Retail Class commenced operations on March 31, 2006.
(d)	Amount represents less than $0.01 per share.
(e)	The percentages shown for this period are not annualized.
(f)	The percentages shown for this period are annualized.
(g)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(h)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  105

FINANCIAL HIGHLIGHTS	(continued)
REAL ESTATE SECURITIES FUND

			Selected Per Share Data
					Investment Operations							Distributions
	For the Periods Ended		Net Asset Value, Beginning of Period		Net Investment Income		(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Period
Institutional Class		9/30/07		$15.34		$0.22			$0.47		$0.69		$ (0.48	)		$ (0.90	)		$ (1.38	)		$14.65
		9/30/06		14.46		0.34			2.69		3.03		(0.57	)		(1.58	)		(2.15	)		15.34
		9/30/05		13.50		0.52			2.47		2.99		(0.57	)		(1.46	)		(2.03	)		14.46
		9/30/04		12.32		0.53			2.48		3.01		(0.49	)		(1.34	)		(1.83	)		13.50
		9/30/03		9.72		0.59			2.37		2.96		(0.35	)		(0.01	)		(0.36	)		12.32
Retirement Class		9/30/07		15.66		0.19			0.49		0.68		(0.44	)		(0.90	)		(1.34	)		15.00
		9/30/06		14.66		0.31			2.76		3.07		(0.49	)		(1.58	)		(2.07	)		15.66
		9/30/05		13.62		0.48			2.53		3.01		(0.51	)		(1.46	)		(1.97	)		14.66
		9/30/04		12.40		0.50			2.49		2.99		(0.43	)		(1.34	)		(1.77	)		13.62
		9/30/03		9.72		0.57			2.39		2.96		(0.27	)		(0.01	)		(0.28	)		12.40
Retail Class		9/30/07		15.27		0.21			0.47		0.68		(0.46	)		(0.90	)		(1.36	)		14.59
		9/30/06		14.35		0.31			2.70		3.01		(0.51	)		(1.58	)		(2.09	)		15.27
		9/30/05		13.37		0.47			2.48		2.95		(0.51	)		(1.46	)		(1.97	)		14.35
		9/30/04		12.22		0.49			2.45		2.94		(0.45	)		(1.34	)		(1.79	)		13.37
		9/30/03		9.72		0.52			2.39		2.91		(0.40	)		(0.01	)		(0.41	)		12.22

106  Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

				Ratios and Supplemental Data
	For the Periods Ended	Total Return		Net Assets, End of Period (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
					Total	(b)	Net	(c)
Institutional Class	9/30/07	4.26	%	$ 252,164	0.58	%	0.55	%	1.39	%	116	%
	9/30/06	23.49		218,442	0.42		0.42		2.40		174
	9/30/05	22.87		240,806	0.17		0.17		3.66		244
	9/30/04	26.30		156,193	0.16		0.15		4.12		349
	9/30/03	30.94		99,389	0.18		0.15		5.27		317
Retirement Class	9/30/07	4.11		191,671	0.84		0.80		1.18		116
	9/30/06	23.45		197,157	0.71		0.70		2.14		174
	9/30/05	22.86		150,382	0.48		0.48		3.36		244
	9/30/04	25.81		69,980	0.50		0.47		3.88		349
	9/30/03	30.92		14,207	0.51		0.48		4.81		317
Retail Class	9/30/07	4.26		174,936	0.83		0.65		1.32		116
	9/30/06	23.50		189,084	0.62		0.62		2.21		174
	9/30/05	22.89		160,218	0.46		0.46		3.37		244
	9/30/04	25.84		107,695	0.50		0.45		3.87		349
	9/30/03	30.66		52,603	0.47		0.45		4.80		317

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(c)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retail Class §Prospectus  107

FINANCIAL HIGHLIGHTS (continued)

MANAGED ALLOCATION FUND II

			Selected Per Share Data
				Investment Operations				Distributions
	For the Periods Ended	(b)	Net Asset Value, Beginning of Period	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains	Total Distributions		Net Asset Value, End of Period
Institutional Class	9/30/07		$ 10.11	$ 0.33		$ 1.12	$ 1.45	$ (0.53	)	$ —	$ (0.53	)	$ 11.03
	9/30/06		10.00	0.11		0.11	0.22	(0.11	)	—	(0.11	)	10.11
Retirement Class	9/30/07		10.13	0.35		1.06	1.41	(0.51	)	—	(0.51	)	11.03
	9/30/06		10.00	0.11		0.11	0.22	(0.09	)	—	(0.09	)	10.13
Retail Class	9/30/07		10.16	0.22		1.21	1.43	(0.54	)	—	(0.54	)	11.05
	9/30/06		10.00	0.13		0.10	0.23	(0.07	)	—	(0.07	)	10.16

108  Prospectus §TIAA-CREF Institutional Mutual Funds § Retail Class

				Ratios and Supplemental Data
	For the Periods Ended(b)	Total Return		Net Assets, End of Period (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
					Total	(e)(g)	Net	(f)(g)
Institutional Class	9/30/07	14.68	%	$ 4,718	0.12	%	0.00	%	3.12	%	13	%
	9/30/06	2.25	(c)	2,046	1.50	(d)	0.00	(d)	2.26	(d)	8
Retirement Class	9/30/07	14.27		16,570	0.37		0.25		3.26		13
	9/30/06	2.17	(c)	8,358	1.59	(d)	0.25	(d)	2.14	(d)	8
Retail Class	9/30/07	14.47		620,616	0.45		0.00		1.99		13
	9/30/06	2.36	(c)	7,505	1.38	(d)	0.00	(d)	2.56	(d)	8

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Fund commenced operations on March 31, 2006.
(c)	The percentages shown for this period are not annualized.
(d)	The percentages shown for this period are annualized.
(e)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(f)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.
(g)	The Fund’s expenses do not include the expenses of the underlying Funds.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  109

FINANCIAL HIGHLIGHTS (continued)

BOND FUND

			Selected Per Share Data
				Investment Operations					Distributions
	For the Periods Ended		Net Asset Value, Beginning of Period	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Return of Capital		Total Distributions		Net Asset Value, End of Period
Institutional Class	9/30/07		$ 9.97	$ 0.49		$ (0.03	)	$ 0.46	$ (0.49	)	$ —		$ —		$ (0.49	)	$ 9.94
	9/30/06		10.10	0.47		(0.13	)	0.34	(0.47	)	—		—		(0.47	)	9.97
	9/30/05		10.29	0.42		(0.14	)	0.28	(0.42	)	(0.04	)	(0.01	)	(0.47	)	10.10
	9/30/04		10.81	0.41		(0.06	)	0.35	(0.42	)	(0.45	)	—		(0.87	)	10.29
	9/30/03		10.72	0.44		0.17		0.61	(0.44	)	(0.08	)	—		(0.52	)	10.81
Retirement Class	9/30/07		10.13	0.47		(0.03	)	0.44	(0.47	)	—		—		(0.47	)	10.10
	9/30/06	(b)	10.00	0.24		0.11		0.35	(0.22	)	—		—		(0.22	)	10.13
Retail Class	9/30/07		10.11	0.49		(0.03	)	0.46	(0.48	)	—		—		(0.48	)	10.09
	9/30/06	(c)	10.00	0.23		0.11		0.34	(0.23	)	—		—		(0.23	)	10.11

110  Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

					Ratios and Supplemental Data
	For the Periods Ended		Total Return		Net Assets, End of Period (000’s)	Ratio of Expenses to Average Net Assets					Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
						Total(f)			Net(g)
Institutional Class	9/30/07		4.74	%	$ 1,615,363		0.32	%	0.32	%	4.91	%	189	%
	9/30/06		3.46		1,709,874		0.25		0.25		4.71		183
	9/30/05		2.86		1,455,931		0.14		0.14		4.10		274
	9/30/04		3.46		931,386		0.14		0.14		3.94		90
	9/30/03		5.84		1,429,288		0.14		0.14		4.08		169
Retirement Class	9/30/07		4.43		8,302		0.59		0.59		4.69		189
	9/30/06	(b)	3.52	(d)	1,270		7.70	(e)	0.55	(e)	4.69	(e)	183
Retail Class	9/30/07		4.68		7,078		0.60		0.42		4.87		189
	9/30/06	(c)	3.42	(d)	1,006		7.52	(e)	0.60	(e)	4.63	(e)	183

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Retirement Class commenced operations on March 31, 2006.
(c)	The Retail Class commenced operations on March 31, 2006.
(d)	The percentages shown for this period are not annualized.
(e)	The percentages shown for this period are annualized.
(f)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(g)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds §Retail Class §Prospectus 111

FINANCIAL HIGHLIGHTS (continued)

BOND PLUS FUND II

			Selected Per Share Data
				Investment Operations					Distributions
	For the Periods Ended	(b)	Net Asset Value, Beginning of Period	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Period
Institutional Class	9/30/07		$ 10.10	$ 0.51		$ (0.10	)	$ 0.41	$ (0.51	)	$ (0.00)	(e)	$ (0.51	)	$ 10.00
	9/30/06		10.00	0.26		0.10		0.36	(0.26	)	—		(0.26	)	10.10
Retirement Class	9/30/07		10.12	0.49		(0.09	)	0.40	(0.50	)	(0.00)	(e)	(0.50	)	10.02
	9/30/06		10.00	0.25		0.10		0.35	(0.23	)	—		(0.23	)	10.12
Retail Class	9/30/07		10.12	0.50		(0.10	)	0.40	(0.50	)	(0.00)	(e)	(0.50	)	10.02
	9/30/06		10.00	0.25		0.10		0.35	(0.23	)	—		(0.23	)	10.12

112 Prospectus § TIAA-CREF Institutional Mutual Funds §Retail Class

				Ratios and Supplemental Data
	For the Periods Ended		Total Return		Net Assets, End of Period (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
		(b)				Total	(f)	Net	(g)
Institutional Class	9/30/07		4.16	%	$ 282,159	0.42	%	0.35	%	5.12	%	137	%
	9/30/06		3.62	(c)	57,393	0.62	(d)	0.35	(d)	5.15	(d)	92
Retirement Class	9/30/07		4.01		8,830	0.72		0.55		4.92		137
	9/30/06		3.54	(c)	2,474	4.86	(d)	0.55	(d)	5.03	(d)	92
Retail Class	9/30/07		4.09		264,897	0.77		0.41		5.07		137
	9/30/06		3.55	(c)	2,581	3.73	(d)	0.50	(d)	5.06	(d)	92

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Fund commenced operations on March 31, 2006.
(c)	The percentages shown for this period are not annualized.
(d)	The percentages shown for this period are annualized.
(e)	Amount represents less than $0.01 per share.
(f)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(g)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus   113

FINANCIAL HIGHLIGHTS	(continued)
SHORT-TERM BOND FUND II

			Selected Per Share Data
				Investment Operations					Distributions
	For the Periods Ended	(b)	Net Asset Value, Beginning of Period	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Period
Institutional Class	9/30/07		$ 10.04	$ 0.48		$ 0.00	(e)	$ 0.48	$ (0.48	)	$ (0.00	)(e)	$ (0.48	)	$ 10.04
	9/30/06		10.00	0.24		0.04		0.28	(0.24	)	—		(0.24	)	10.04
Retirement Class	9/30/07		10.06	0.46		0.00	(e)	0.46	(0.47	)	(0.00)(e	)	(0.47	)	10.05
	9/30/06		10.00	0.24		0.03		0.27	(0.21	)	—		(0.21	)	10.06
Retail Class	9/30/07		10.05	0.47		0.01		0.48	(0.48	)	(0.00)(e	)	(0.48	)	10.05
	9/30/06		10.00	0.24		0.03		0.27	(0.22	)	—		(0.22	)	10.05

114  Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

				Ratios and Supplemental Data
	For the Periods Ended(b)	Total Return			Net Assets, End of Period (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
						Total	(f)	Net	(g)
Institutional Class	9/30/07	4.87	%		$163,035	0.40	%	0.30	%	4.76	%	82	%
	9/30/06	2.83	(c)		56,867	0.55	(d)	0.30	(d)	4.87	(d)	83
Retirement Class	9/30/07	4.63			12,785	0.67		0.50		4.58		82
	9/30/06	2.75	(c)		2,473	4.50	(d)	0.50	(d)	4.76	(d)	83
Retail Class	9/30/07	4.86			101,059	0.76		0.34		4.69		82
	9/30/06	2.75	(c)		3,331	2.88	(d)	0.45	(d)	4.82	(d)	83

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Fund commenced operations on March 31, 2006.
(c)	The percentages shown for this period are not annualized.
(d)	The percentages shown for this period are annualized.
(e)	Amount represents less than $0.01 per share.
(f)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(g)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus   115

FINANCIAL HIGHLIGHTS (continued)

HIGH-YIELD FUND II

		Selected Per Share Data
			Investment Operations				Distributions
	For the Periods Ended(b)	Net Asset Value, Beginning of Period	Net Investment Income(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains	Total Distributions		Net Asset Value, End of Period
Institutional Class	9/30/07	$ 9.92	$ 0.72	$ 0.02		$ 0.74	$ (0.72	)	$ —	$ (0.72	)	$ 9.94
	9/30/06	10.00	0.35	(0.08	)	0.27	(0.35	)	—	(0.35	)	9.92
Retirement Class	9/30/07	9.92	0.71	0.03		0.74	(0.71	)	—	(0.71	)	9.95
	9/30/06	10.00	0.36	(0.12	)	0.24	(0.32	)	—	(0.32	)	9.92
Retail Class	9/30/07	9.94	0.72	0.03		0.75	(0.71	)	—	(0.71	)	9.98
	9/30/06	10.00	0.35	(0.09	)	0.26	(0.32	)	—	(0.32	)	9.94

116  Prospectus § TIAA-CREF Institutional Mutual Funds  § Retail Class

				Ratios and Supplemental Data
	For the Periods Ended (b)	Total Return		Net Assets, End of Period (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
					Total	(e)	Net	(f)
Institutional Class	9/30/07	7.66	%	$228,834	0.49	%	0.40	%	7.30	%	43	%
	9/30/06	2.82	(c)	53,478	0.67	(d)	0.40	(d)	7.16	(d)	26
Retirement Class	9/30/07	7.61		15,869	0.73		0.60		7.10		43
	9/30/06	2.51	(c)	6,620	5.28	(d)	0.60	(d)	7.19	(d)	26
Retail Class	9/30/07	7.76		143,329	0.76		0.47		7.25		43
	9/30/06	2.72	(c)	2,819	3.56	(d)	0.55	(d)	7.13	(d)	26

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Fund commenced operations on March 31, 2006.
(c)	The percentages shown for this period are not annualized.
(d)	The percentages shown for this period are annualized.
(e)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(f)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus 117

FINANCIAL HIGHLIGHTS	(continued)
TAX-EXEMPT BOND FUND II

		Selected Per Share Data
			Investment Operations				Distributions
	For the Periods Ended(b)	Net Asset Value, Beginning of Period	Net Investment Income(a)	Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains	Total Distributions		Net Asset Value, End of Period
Institutional Class	9/30/07	$10.19	$0.38	$(0.06	)	$0.32	$(0.38	)	$—	$(0.38	)	$10.13
	9/30/06	10.00	0.19	0.19		0.38	(0.19	)	—	(0.19	)	10.19
Retail Class	9/30/07	10.20	0.38	(0.06	)	0.32	(0.38	)	—	(0.38	)	10.14
	9/30/06	10.00	0.19	0.18		0.37	(0.17	)	—	(0.17	)	10.20

118  Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

							Ratios and Supplemental Data
	For the Periods Ended		(b)	Total Return			Net Assets, End of Period (000’s)		Ratio of Expenses to Average Net Assets					(f)	Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate
									Total		(e)	Net
Institutional Class		9/30/07			3.21	%	$	75,790		0.46	%		0.35	%		3.76	%		48	%
		9/30/06			3.85	(c)		51,414		0.63	(d)		0.35	(d)		3.79	(d)		73
Retail Class		9/30/07			3.16			179,606		0.72			0.39			3.76			48
		9/30/06			3.77	(c)		4,302		2.93	(d)		0.50	(d)		3.77	(d)		73

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Fund commenced operations on March 31, 2006.
(c)	The percentages shown for this period are not annualized.
(d)	The percentages shown for this period are annualized.
(e)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(f)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  119  

FINANCIAL HIGHLIGHTS	(continued)
INFLATION-LINKED BOND FUND

			Selected Per Share Data
					Investment Operations								Distributions
	For the Periods Ended		Net Asset Value, Beginning of Period		Net Investment Income		(a)	Net Realized and Unrealized Gain (Loss) on Investments			Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Period
Institutional Class	9/30/07			$10.08		$0.41			$ 0.03			$0.44	$	(0.40	)	$	—			$ (0.40	)		$ 10.12
	9/30/06			10.69		0.56			(0.39	)		0.17		(0.57	)		(0.21	)		(0.78	)		10.08
	9/30/05			10.75		0.43			0.12			0.55		(0.46	)		(0.15	)		(0.61	)		10.69
	9/30/04			10.51		0.45			0.30			0.75		(0.42	)		(0.09	)		(0.51	)		10.75
	9/30/03			10.12		0.37			0.31			0.68		(0.29	)		—			(0.29	)		10.51
Retirement Class	9/30/07			10.19		0.45			(0.02	)		0.43		(0.39	)		—			(0.39	)		10.23
	9/30/06	(b)		10.00		0.31			0.09			0.40		(0.21	)		—			(0.21	)		10.19
Retail Class	9/30/07			9.93		0.38			0.04			0.42		(0.39	)		—			(0.39	)		9.96
	9/30/06			10.54		0.54			(0.39	)		0.15		(0.55	)		(0.21	)		(0.76	)		9.93
	9/30/05			10.63		0.43			0.11			0.54		(0.48	)		(0.15	)		(0.63	)		10.54
	9/30/04			10.39		0.49			0.24			0.73		(0.40	)		(0.09	)		(0.49	)		10.63
	9/30/03			10.12		0.40			0.26			0.66		(0.39	)		—			(0.39	)		10.39

120 Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

					Ratios and Supplemental Data
						Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets
					Net Assets, End of Period (000’s)
	For the Periods Ended											Portfolio Turnover Rate
			Total Return
						Total	(e)	Net	(f)
Institutional Class	9/30/07		4.51	%	$ 438,862	0.36	%	0.35	%	4.07	%	26	%
	9/30/06		1.70		363,157	0.28		0.28		5.46		83
	9/30/05		5.19		325,636	0.14		0.14		3.97		239
	9/30/04		7.36		382,305	0.15		0.14		4.27		151
	9/30/03		6.82		223,138	0.15		0.14		3.56		210
Retirement Class	9/30/07		4.29		17,840	0.61		0.55		4.47		26
	9/30/06	(b)	4.04	(c)	5,661	2.44	(d)	0.55	(d)	6.08	(d)	83
Retail Class	9/30/07		4.35		56,824	0.63		0.48		3.85		26
	9/30/06		1.53		59,388	0.47		0.43		5.32		83
	9/30/05		5.14		70,277	0.30		0.30		4.04		239
	9/30/04		7.20		95,536	0.33		0.30		4.67		151
	9/30/03		6.64		20,193	0.31		0.30		3.93		210

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Retirement Class commenced operations on March 31, 2006.
(c)	The percentages shown for this period are not annualized.
(d)	The percentages shown for this period are annualized.
(e)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(f)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus  121

FINANCIAL HIGHLIGHTS	(concluded)
MONEY MARKET FUND

			Selected Per Share Data
				Investment Operations				Distributions
	For the Periods Ended		Net Asset Value, Beginning of Period	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains	Total Distributions		Net Asset Value, End of Period
Institutional Class	9/30/07		$ 1.00	$ 0.05		$ —	$ 0.05	$ (0.05	)	$ —	$ (0.05	)	$ 1.00
	9/30/06		1.00	0.05		—	0.05	(0.05	)	—	(0.05	)	1.00
	9/30/05		1.00	0.03		—	0.03	(0.03	)	—	(0.03	)	1.00
	9/30/04		1.00	0.01		—	0.01	(0.01	)	—	(0.01	)	1.00
	9/30/03		1.00	0.01		—	0.01	(0.01	)	—	(0.01	)	1.00
Retirement Class	9/30/07		1.00	0.05		—	0.05	(0.05	)	—	(0.05	)	1.00
	9/30/06	(b)	1.00	0.03		—	0.03	(0.03	)	—	(0.03	)	1.00
Retail Class	9/30/07		1.00	0.05		—	0.05	(0.05	)	—	(0.05	)	1.00
	9/30/06	(c)	1.00	0.03		—	0.03	(0.03	)	—	(0.03	)	1.00

122  Prospectus § TIAA-CREF Institutional Mutual Funds § Retail Class

					Ratios and Supplemental Data
	For the				Net Assets, End of	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income
	Periods		Total		Period					to Average
	Ended		Return		(000’s)	Total(f)		Net(g)		Net Assets
Institutional Class	9/30/07		5.37	%	$    235,421	0.14	%	0.14	%	5.21	%
	9/30/06		4.70		272,119	0.14		0.13		4.65
	9/30/05		2.68		200,545	0.09		0.09		2.65
	9/30/04		1.10		179,775	0.09		0.09		1.10
	9/30/03		1.27		175,247	0.10		0.09		1.27
Retirement Class	9/30/07		5.12		98,903	0.39		0.35		5.01
	9/30/06	(b)	2.45	(d)	43,804	0.71	(e)	0.35	(e)	5.07	(e)
Retail Class	9/30/07		5.25		1,034,417	0.43		0.25		5.11
	9/30/06	(c)	2.53	(d)	127,318	0.25	(e)	0.25	(e)	5.16	(e)

(a)	Per share information is calculated based on average number of shares outstanding.
(b)	The Retirement Class commenced operations on March 31, 2006.
(c)	The Retail Class commenced operations on March 31, 2006.
(d)	The percentages shown for this period are not annualized.
(e)	The percentages shown for this period are annualized.
(f)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(g)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Institutional Mutual Funds § Retail Class § Prospectus 123

FOR MORE INFORMATION ABOUT
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

The following documents contain more information about the Funds and are available free upon request:

Statement of Additional Information (“SAI”). The SAI contains more information about certain aspects of the Funds. A current SAI has been filed with the U.S. Securities and Exchange Commission (“SEC”) and is incorporated in this Prospectus by reference. This means that the 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, you will find a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during the preceding fiscal year.

Requesting documents. You can request a copy of the SAI or these reports without charge, or contact us for any other purpose, in any of the following ways:

     By telephone:
          Call 800 223-1200

     In writing:
          TIAA-CREF Institutional Mutual
               Funds — Retail Class
          c/o Boston Financial Data Services
          P. O. Box 8009
          Boston, MA 02266-8009

     Over the Internet:
          www.tiaa-cref.org

Information about the Trust (including the SAI) can be reviewed and copied at the SEC’s public reference room (202 551-8090) in Washington, DC. The reports and other information are also available through the EDGAR Database on the SEC’s 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 SEC’s Public Reference Section, Washington, DC 20549.

To lower costs and eliminate duplicate documents sent to your home, the Funds will mail only one copy of the TIAA-CREF Institutional Mutual 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 Funds toll-free or write to the Funds as follows:

     By telephone:
          Call 800 223-1200

     In writing:
          TIAA-CREF Institutional Mutual
               Funds — Retail Class
          c/o Boston Financial Data Services
          P. O. Box 8009
          Boston, MA 02266-8009

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 Funds, 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 Funds will ask for your name, address, date of birth, social security number and other information that will allow the Funds to identify you, such as your home telephone number. Until you provide the Funds with the information we need, the Funds may not be able to open an account or effect any transactions for you.

811-9301

PROSPECTUS

FEBRUARY 1, 2008

TIAA-CREF LIFECYCLE FUNDS
of the TIAA-CREF Institutional Mutual Funds

Institutional Class

§	Lifecycle 2010 Fund
§	Lifecycle 2015 Fund
§	Lifecycle 2020 Fund
§	Lifecycle 2025 Fund
§	Lifecycle 2030 Fund
§	Lifecycle 2035 Fund
§	Lifecycle 2040 Fund

§	Lifecycle 2045 Fund
§	Lifecycle 2050 Fund
§	Lifecycle Retirement Income Fund

This Prospectus describes the Institutional Class shares of ten investment portfolios of the TIAA-CREF Lifecycle Funds (the “Lifecycle Funds”), a group of funds offered by the TIAA-CREF Institutional Mutual Funds. Please note that the Lifecycle Funds listed above also offer Retirement Class shares through a separate Prospectus dated February 1, 2008. Additionally, the Lifecycle Retirement Income Fund offers Retail Class shares through a separate Prospectus dated February 1, 2008.

An investment in TIAA-CREF Institutional Mutual Funds 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 any of the funds, or the funds 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	3
Overview of the Lifecycle Funds	3
Principal Risks of Investing in the Lifecycle Funds	3
Lifecycle 2010 Fund	6
Lifecycle 2015 Fund	8
Lifecycle 2020 Fund	10
Lifecycle 2025 Fund	12
Lifecycle 2030 Fund	14
Lifecycle 2035 Fund	17
Lifecycle 2040 Fund	19
Lifecycle 2045 Fund	21
Lifecycle 2050 Fund	23
Lifecycle Retirement Income Fund	25
Past Performance	27
Fees and Expenses	33
Additional Information About Investment Strategies and Risks	35
More About the Lifecycle Funds’ Strategy	35
Summary Information About the Underlying Funds	36
Principal Risks of the Lifecycle Funds and Underlying Funds	38

Non-Principal Investment Strategies of the Underlying Funds	41
Portfolio Turnover	43
Share Classes	43
Investment Adviser	43
Distribution Arrangements	45
Calculating Share Price	46
Dividends and Distributions	47
Taxes	48
Your Account: Purchasing, Redeeming or Exchanging Shares	50
How to Purchase Shares	52
How to Redeem Shares	55
How to Exchange Shares	57
Conversion of Shares	57
Other Investor Information	59
Market Timing/Excessive Trading Policy	61
Electronic Prospectuses	62
Glossary	63
Financial Highlights	64

SUMMARY INFORMATION

OVERVIEW OF THE LIFECYCLE FUNDS

          Each Fund is a member of the Lifecycle Funds, a sub-family of funds of TIAA-CREF Institutional Mutual Funds (the “Trust”). Each of the Lifecycle Funds offering Institutional Class shares through this Prospectus is a “fund of funds,” and diversifies its assets by investing in Institutional Class shares of other funds of the Trust (the “Underlying Funds”). In general, each Lifecycle Fund (except the Retirement Income Fund) is managed with a specific target retirement date in mind, and each Fund’s investments are adjusted from more aggressive to more conservative as a target retirement date approaches. Generally, this means that each Lifecycle Fund’s investments (except for the Retirement Income Fund’s) will gradually be reallocated to reduce the weightings in Underlying Funds investing primarily in equity securities (stocks) and to increase the weightings in Underlying Funds investing primarily in fixed-income securities (bonds) or money market instruments.

          While part of the Lifecycle Funds, the Retirement Income Fund is not managed with a specific retirement date in mind and its allocation will not gradually adjust over time. Instead, the Retirement Income Fund is designed for investors who are already in or entering retirement (i.e., have already passed their target retirement date). The Retirement Income Fund has a relatively fixed asset allocation primarily between equity and fixed-income (including money market) Underlying Fund investments.

          Please see the Glossary towards the end of this Prospectus for certain defined terms used in the Prospectus.

          The Lifecycle Funds that are offered in this Prospectus are as follows:

• Lifecycle 2010 Fund

• Lifecycle 2015 Fund

• Lifecycle 2020 Fund

• Lifecycle 2025 Fund

• Lifecycle 2030 Fund

• Lifecycle 2035 Fund

• Lifecycle 2040 Fund

• Lifecycle 2045 Fund

• Lifecycle 2050 Fund

• Lifecycle Retirement Income Fund

         Principal Risks of Investing in the Lifecycle Funds

          Because the assets of each Lifecycle Fund are normally allocated among Underlying Funds investing in equity securities and fixed-income securities, each Fund will be subject, in varying degrees, to the risks of each type of security. For example, a Lifecycle Fund that has a higher percentage allocation to Underlying

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus  3

Funds that invest in equity securities would be more subject to the risks associated with investments in equity securities. The Lifecycle Funds are also subject to asset allocation risk. Asset allocation risk is the possibility that the Lifecycle Funds may not be able to invest according to their target allocations and that the selection of Underlying Funds and the allocations among them will result in a Lifecycle Fund underperforming other similar funds or cause an investor to lose money.

          In general, the risks of investing in specific types of securities or Underlying Funds include:

• Market Risk—The risk that the price of securities may decline in response to general market and economic conditions or events.

• Company Risk (often called Financial Risk)—The risk that the issuer’s earnings prospects and overall financial position will deteriorate, causing a decline in the security’s value over short or extended periods of time.

• Foreign Investment Risk—The risks of investing in securities of foreign issuers, securities or contracts traded on foreign exchanges or in foreign markets, or securities or contracts payable in foreign currency. Foreign investing involves special risks, including erratic market conditions, economic and political instability, and fluctuations in currency exchange rates.

• Style Risk—The risk that an Underlying Fund that uses either a growth investing or value investing style may be invested in equity securities representing a style that may be out of favor in the marketplace for various periods of time. When this occurs, the Underlying Fund could experience a decline in value of these disfavored securities.

• Growth Investing Risk—The risk that due to their relatively high valuations, growth stocks will be more volatile than value stocks. Also, because the value of growth companies is generally a function of their expected earnings growth, there is a risk that such earnings growth may not occur or cannot be sustained.

• Value Investing Risk—Securities believed to be undervalued are subject to the risks that (1) the issuer’s potential business prospects are not realized; (2) their potential values are never recognized by the market; and (3) due to unanticipated or unforeseen problems associated with the issuer or industry, they were appropriately priced (or overpriced) when acquired.

• Small-Cap/Mid-Cap Risk—The risk that securities of small- and mid-sized companies may experience greater fluctuations in price than the securities of larger companies. They may also have to be sold at a discount from their current market prices or in small lots over an extended period, since they may be harder to sell than large-cap securities.

• Asset Allocation Risk—The risk that the Lifecycle Funds may not be able to invest according to their target allocations and that the selection of market sectors and Underlying Funds and the allocations among them will result in a Lifecycle Fund underperforming other similar funds or cause an investor to lose

4  Prospectus § TIAA-CREF Lifecycle Funds § Institutional Class

	money. Although the allocation recommendations of the Lifecycle Funds’ investment adviser, Teachers Advisors, Inc. (“Advisors”) are intended to result in a Lifecycle Fund meeting its investment objective, Underlying Fund and asset class performance may differ in the future from the historical performance and assumptions upon which the recommendations are based, which could cause a Lifecycle Fund to not meet its investment objective. A Lifecycle Fund will typically rebalance its allocation among the Underlying Funds by buying and selling Underlying Fund shares. Periodic rebalancing of a Lifecycle Fund’s allocation can cause the Underlying Funds to incur transactional expenses. These expenses can adversely affect performance of the Underlying Funds and the Lifecycle Funds.
•	Equity Securities Risk—Each of the Lifecycle Funds invests to some degree in equity securities through certain Underlying Funds. 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. Therefore, the value of the Lifecycle Funds may increase or decrease as a result of their indirect interest in equity securities.
•	Fixed-Income Securities Risk—A portion of the assets of each Lifecycle Fund is allocated to Underlying Funds investing primarily in fixed-income securities. In general, when prevailing interest rates decline, the market value of fixed-income securities (particularly those paying a fixed rate of interest) tends to increase. Conversely, when prevailing interest rates increase, the market value of fixed-income securities (particularly those paying a fixed rate of interest) tends to decline. Therefore, the value of the Lifecycle Funds may increase or decrease as a result of their indirect interest in fixed-income securities.
•	Interest Rate Risk (a type of Market Risk)—The risk that bond or stock prices overall may decline when interest rates rise.
•	Income Volatility Risk—The risk that the level of current income from a portfolio of fixed-income securities will decline in certain interest rate environments.
•	Credit Risk (a type of Company Risk)—The risk that a decline in a company’s overall financial soundness may make it unable to pay principal and interest on bonds when due. This risk is heightened in the case of investments in lower-rated, high-yield fixed-income securities.
•	Call Risk—The risk that an issuer will redeem a fixed-income security prior to maturity.
•	Prepayment and Extension Risk—The risk of loss arising from changes in duration for certain fixed-income securities that allow for prepayment or extension.
•	Special Risks for Inflation-Indexed Bonds—Market values of inflation-indexed bonds can be affected by changes in investors’ inflation expectations or changes in “real” rates of interest (i.e., a security’s return over and above the inflation rate).

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus  5

          For more detailed information about these risks and other risks, see the section entitled “Principal Risks of the Lifecycle Funds and Underlying Funds” below.

          There can be no guarantee that a Lifecycle Fund or an Underlying Fund will achieve its investment objective. As with all mutual funds, there is a risk that an investor could lose money by investing in a Lifecycle Fund.

          Lifecycle 2010 Fund

          Investment Objective. The Lifecycle 2010 Fund seeks high total return over time through a combination of capital appreciation and income.

          Principal Investment Strategies. The Fund invests primarily in Underlying Funds according to an asset allocation strategy designed for investors planning to retire in or within a few years of 2010. Currently, the Fund expects to allocate approximately 53.2% of its assets to equity Underlying Funds and 46.8% of its assets to fixed-income Underlying Funds. These allocations represent current targets. The target allocations may change over time and actual allocations may vary up to 10% from the current target allocations. Within the equity and fixed-income asset classes, the Fund will then allocate its investments to particular market sectors represented by various Underlying Funds, such as domestic and international within the equity asset class and long- and medium-term and short-term maturities within the fixed-income asset class. These market sector allocations may vary up to 10% from the Fund’s target allocations. The Fund’s market sector target allocations and corresponding Underlying Funds are approximately as follows:

         Equity Asset Class

Market Sector Target Allocation Underlying Funds

Domestic Equity	39.9%	• Growth Equity Fund
		• Large-Cap Growth Fund
		• Large-Cap Value Fund
		• Small-Cap Equity Fund
International Equity	13.3%	• International Equity Fund

         Fixed-Income Asset Class

Market Sector Target Allocation Underlying Funds

Long- and Medium-Term Maturity	41.6%	• Bond Fund
		• Bond Plus Fund II
		• Inflation-Linked Bond Fund
		• High-Yield Fund II
Short-Term Maturity	5.2%	• Short-Term Bond Fund II
		• Money Market Fund

          The relative allocations among Underlying Funds within a market sector may be changed at any time without notice to shareholders.

          Over time, the Fund’s investment glidepath will gradually become more conservative, moving to approximately 50% equity/50% fixed-income in its target retirement year of 2010 and reaching its final allocation of approximately 40%

6  Prospectus § TIAA-CREF Lifecycle Funds § Institutional Class

equity/60% fixed-income in 2020. (See “More About the Lifecycle Funds’ Strategy” below for additional information on the Fund’s investment glidepath.)

          Additional or replacement affiliated Underlying Funds for each market sector may be included, as well as additional or replacement market sectors when making future allocations if Advisors believes that such Underlying Funds and/or market sectors are appropriate in light of the Fund’s desired levels of risk and potential return at the particular time. However, if 10% or more of the Fund’s assets are expected to be invested in any Underlying Fund or market sector not listed above, shareholders will receive prior notice of such change. For example, an Underlying Fund may be replaced if another Underlying Fund or Funds is considered to be better representative of a particular market sector than the original Underlying Fund. Similarly, the Fund’s portfolio management team may add a new market sector if it believes that doing so will help the Fund seek its objective.

          The Fund’s indirect holdings in equity securities consist substantially of large-capitalization U.S. stocks, but also consist of holdings of foreign issuers and holdings in the stocks of small and medium-sized U.S. companies. The Fund’s indirect holdings in fixed-income securities are primarily in investment-grade, taxable U.S. Government and corporate bonds, as well as mortgage-backed securities, high-yield (i.e., below investment grade) bonds and inflation-linked bonds.

          The Fund’s benchmark index is a composite of the various benchmark indices of the Underlying Funds. The composite index is created by applying the results of each of the Underlying Fund’s benchmarks in proportion to the Fund’s target allocations.

          For flexibility related to meeting redemptions, paying expenses and making new investments, and as a short-term defensive technique during periods of unusual volatility, the Fund may invest in government securities, short-term instruments, shares of the TIAA-CREF Institutional Money Market Fund (the “Money Market Fund”) or shares of other investment companies, including exchange-traded funds (“ETFs”). In doing so, the Fund may be successful in avoiding market losses, but may otherwise fail to achieve its investment objective.

          Approximately ten years after the Fund attains its target retirement date, the Board may authorize the merger of the Fund into the Lifecycle Retirement Income Fund or other similar fund. Fund shareholders will receive prior notice of any such merger. The Lifecycle Retirement Income Fund is designed to maintain a stable conservative allocation among the Underlying Funds that may be suitable for shareholders already in or entering retirement. Please see the description of the Lifecycle Retirement Income Fund in this Prospectus for more details on this Fund.

          Principal Risks. Because the assets of the Lifecycle 2010 Fund will normally be allocated among Underlying Funds investing in equity and fixed-income securities, it will be subject in varying degrees to the risks of each of these types of securities. For example, a Lifecycle Fund that has a higher percentage allocation to Underlying Funds that invest in equity securities would be more subject to the risks associated with investments in equity securities. For equity securities, those risks include market risk and company risk, as well as foreign investment risk,

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus   7

style risk, growth and value investing risk and small/mid-cap risk. For fixed-income securities, those risks include interest rate risk, income volatility risk, call risk, credit risk, prepayment and extension risk, as well as the special risks of investing in inflation-indexed bonds. The Fund is also subject to asset allocation risk. Because equity securities usually are more volatile than fixed-income securities, the Fund’s overall level of risk should be higher than that of a fund investing primarily in fixed-income securities, but lower than that of a fund investing primarily in equity securities. Because the Fund’s investment glidepath gradually decreases the Fund’s equity holdings and increases its fixed-income holdings, the Fund’s overall level of risk should gradually decline over time. As with all mutual fund investments, an investor could lose money by investing in this Fund. Please see “Principal Risks of Investing in the Lifecycle Funds” above and “Principal Risks of the Lifecycle Funds and Underlying Funds” below for more information.

          Lifecycle 2015 Fund

          Investment Objective. The Lifecycle 2015 Fund seeks high total return over time through a combination of capital appreciation and income.

          Principal Investment Strategies. The Fund invests primarily in Underlying Funds according to an asset allocation strategy designed for investors planning to retire in or within a few years of 2015. Currently, the Fund expects to allocate approximately 61.2% of its assets to equity Underlying Funds and 38.8% of its assets to fixed-income Underlying Funds. These allocations represent current targets. The target allocations may change over time and actual allocations may vary up to 10% from the current target allocations. Within the equity and fixed-income asset classes, the Fund will then allocate its investments to particular market sectors represented by various Underlying Funds, such as domestic and international within the equity asset class and long- and medium-term and short-term maturities within the fixed-income asset class. These market sector allocations may vary up to 10% from the Fund’s target allocations. The Fund’s market sector target allocations and corresponding Underlying Funds are approximately as follows:

          Equity Asset Class

Market Sector	Target Allocation	Underlying Funds
Domestic Equity	45.9%	• Growth Equity Fund
		• Large-Cap Growth Fund
		• Large-Cap Value Fund
		• Small-Cap Equity Fund
International Equity	15.3%	• International Equity Fund

8  Prospectus § TIAA-CREF Lifecycle Funds § Institutional Class

          Fixed-Income Asset Class

Market Sector	Target Allocation	Underlying Funds
Long- and Medium-Term Maturity	35.6%	• Bond Fund
		• Bond Plus Fund II
		• Inflation-Linked Bond Fund
		• High-Yield Fund II
Short-Term Maturity	3.2%	• Short-Term Bond Fund II
		• Money Market Fund

          The relative allocations among Underlying Funds within a market sector may be changed at any time without notice to shareholders.

          Over time, the Fund’s investment glidepath will gradually become more conservative, moving to approximately 50% equity/50% fixed-income in its target retirement year of 2015 and reaching its final allocation of approximately 40% equity/60% fixed-income in 2025. (See “More About the Lifecycle Funds’ Strategy” below for additional information on the Fund’s investment glidepath.)

          Additional or replacement affiliated Underlying Funds for each market sector may be included, as well as additional or replacement market sectors when making future allocations if Advisors believes that such Underlying Funds and/or market sectors are appropriate in light of the Fund’s desired levels of risk and potential return at the particular time. However, if 10% or more of the Fund’s assets are expected to be invested in any Underlying Fund or market sector not listed above, shareholders will receive prior notice of such change. For example, an Underlying Fund may be replaced if another Underlying Fund or Funds is considered to be better representative of a particular market sector than the original Underlying Fund. Similarly, the Fund’s portfolio management team may add a new market sector if it believes that doing so will help the Fund seek its objective.

          The Fund’s indirect holdings in equity securities consist substantially of large-capitalization U.S. stocks, but also consist of holdings of foreign issuers and holdings in the stocks of small and medium-sized U.S. companies. The Fund’s indirect holdings in fixed-income securities are primarily in investment-grade, taxable U.S. Government and corporate bonds, as well as mortgage-backed securities, high-yield (i.e., below investment grade) bonds and inflation-linked bonds.

          The Fund’s benchmark index is a composite of the various benchmark indices of the Underlying Funds. The composite index is created by applying the results of each of the Underlying Fund’s benchmarks in proportion to the Fund’s target allocations.

          For flexibility related to meeting redemptions, paying expenses and making new investments, and as a short-term defensive technique during periods of unusual volatility, the Fund may invest in government securities, short-term instruments, shares of the Money Market Fund or shares of other investment companies, including ETFs. In doing so, the Fund may be successful in avoiding market losses, but may otherwise fail to achieve its investment objective.

          Approximately ten years after the Fund attains its target retirement date, the Board may authorize the merger of the Fund into the Lifecycle Retirement Income

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus  9

Fund or other similar fund. Fund shareholders will receive prior notice of any such merger. The Lifecycle Retirement Income Fund is designed to maintain a stable conservative allocation among the Underlying Funds that may be suitable for shareholders already in or entering retirement. Please see the description of the Lifecycle Retirement Income Fund in this Prospectus for more details on this Fund.

          Principal Risks. Because the assets of the Lifecycle 2015 Fund will normally be allocated among Underlying Funds investing in equity and fixed-income securities, it will be subject in varying degrees to the risks of each of these types of securities. For example, a Lifecycle Fund that has a higher percentage allocation to Underlying Funds that invest in equity securities would be more subject to the risks associated with investments in equity securities. For equity securities, those risks include market risk and company risk, as well as foreign investment risk, style risk, growth and value investing risk and small/mid-cap risk. For fixed-income securities, those risks include interest rate risk, income volatility risk, call risk, credit risk, prepayment and extension risk, as well as the special risks of investing in inflation-indexed bonds. The Fund is also subject to asset allocation risk. Because equity securities usually are more volatile than fixed-income securities, the Fund’s overall level of risk should be higher than that of a fund investing primarily in fixed-income securities, but lower than that of a fund investing primarily in equity securities. Because the Fund’s investment glidepath gradually decreases the Fund’s equity holdings and increases its fixed-income holdings, the Fund’s overall level of risk should gradually decline over time. As with all mutual fund investments, an investor could lose money by investing in this Fund. Please see “Principal Risks of Investing in the Lifecycle Funds” above and “Principal Risks of the Lifecycle Funds and Underlying Funds” below for more information.

          Lifecycle 2020 Fund

          Investment Objective. The Lifecycle 2020 Fund seeks high total return over time through a combination of capital appreciation and income.

          Principal Investment Strategies. The Fund invests primarily in Underlying Funds according to an asset allocation strategy designed for investors planning to retire in or within a few years of 2020. Currently, the Fund expects to allocate approximately 69.2% of its assets to equity Underlying Funds and 30.8% of its assets to fixed-income Underlying Funds. These allocations represent current targets. The target allocations may change over time and actual allocations may vary up to 10% from the current target allocations. Within the equity and fixed-income asset classes, the Fund will then allocate its investments to particular market sectors represented by various Underlying Funds, such as domestic and international within the equity asset class and long- and medium-term and short-term maturities within the fixed-income asset class. These market sector allocations may vary up to 10% from the Fund’s target allocations. The Fund’s market sector target allocations and corresponding Underlying Funds are approximately as follows:

10  Prospectus § TIAA-CREF Lifecycle Funds § Institutional Class

Equity Asset Class

Market Sector	Target Allocation	Underlying Funds
Domestic Equity	51.9%	• Growth Equity Fund
		• Large-Cap Growth Fund
		• Large-Cap Value Fund
		• Small-Cap Equity Fund
International Equity	17.3%	• International Equity Fund
Fixed-Income Asset Class
Market Sector	Target Allocation	Underlying Funds
Long- and Medium-Term Maturity	29.6%	• Bond Fund
		• Bond Plus Fund II
		• Inflation-Linked Bond Fund
		• High-Yield Fund II
Short-Term Maturity	1.2%	• Short-Term Bond Fund II
		• Money Market Fund

          The relative allocations among Underlying Funds within a market sector may be changed at any time without notice to shareholders.

          Over time, the Fund’s investment glidepath will gradually become more conservative, moving to approximately 50% equity/50% fixed-income in its target retirement year of 2020 and reaching its final allocation of approximately 40% equity/60% fixed-income in 2030. (See “More About the Lifecycle Funds’ Strategy” below for additional information on the Fund’s investment glidepath.)

          Additional or replacement affiliated Underlying Funds for each market sector may be included, as well as additional or replacement market sectors when making future allocations if Advisors believes that such Underlying Funds and/or market sectors are appropriate in light of the Fund’s desired levels of risk and potential return at the particular time. However, if 10% or more of the Fund’s assets are expected to be invested in any Underlying Fund or market sector not listed above, shareholders will receive prior notice of such change. For example, an Underlying Fund may be replaced if another Underlying Fund or Funds is considered to be better representative of a particular market sector than the original Underlying Fund. Similarly, the Fund’s portfolio management team may add a new market sector if it believes that doing so will help the Fund seek its objective.

          The Fund’s indirect holdings in equity securities consist substantially of large-capitalization U.S. stocks, but also consist of holdings of foreign issuers and holdings in the stocks of small and medium-sized U.S. companies. The Fund’s indirect holdings in fixed-income securities are primarily in investment-grade, taxable U.S. Government and corporate bonds, as well as mortgage-backed securities, high-yield (i.e., below investment grade) bonds and inflation-linked bonds.

          The Fund’s benchmark index is a composite of the various benchmark indices of the Underlying Funds. The composite index is created by applying the results of each of the Underlying Fund’s benchmarks in proportion to the Fund’s target allocations.

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus  11

          For flexibility related to meeting redemptions, paying expenses and making new investments, and as a short-term defensive technique during periods of unusual volatility, the Fund may invest in government securities, short-term instruments, shares of the Money Market Fund or shares of other investment companies, including ETFs. In doing so, the Fund may be successful in avoiding market losses, but may otherwise fail to achieve its investment objective.

          Approximately ten years after the Fund attains its target retirement date, the Board may authorize the merger of the Fund into the Lifecycle Retirement Income Fund or other similar fund. Fund shareholders will receive prior notice of any such merger. The Lifecycle Retirement Income Fund is designed to maintain a stable conservative allocation among the Underlying Funds that may be suitable for shareholders already in or entering retirement. Please see the description of the Lifecycle Retirement Income Fund in this Prospectus for more details on this Fund.

          Principal Risks. Because the assets of the Lifecycle 2020 Fund will normally be allocated among Underlying Funds investing in equity and fixed-income securities, it will be subject in varying degrees to the risks of each of these types of securities. For example, a Lifecycle Fund that has a higher percentage allocation to Underlying Funds that invest in equity securities would be more subject to the risks associated with investments in equity securities. For equity securities, those risks include market risk and company risk, as well as foreign investment risk, style risk, growth and value investing risk and small/mid-cap risk. For fixed-income securities, those risks include interest rate risk, income volatility risk, call risk, credit risk, prepayment and extension risk, as well as the special risks of investing in inflation-indexed bonds. The Fund is also subject to asset allocation risk. Because equity securities usually are more volatile than fixed-income securities, the Fund’s overall level of risk should be higher than that of a fund investing primarily in fixed-income securities, but lower than that of a fund investing primarily in equity securities. Because the Fund’s investment glidepath gradually decreases the Fund’s equity holdings and increases its fixed-income holdings, the Fund’s overall level of risk should gradually decline over time. As with all mutual fund investments, an investor could lose money by investing in this Fund. Please see “Principal Risks of Investing in the Lifecycle Funds” above and “Principal Risks of the Lifecycle Funds and Underlying Funds” below for more information.

         Lifecycle 2025 Fund

          Investment Objective. The Lifecycle 2025 Fund seeks high total return over time through a combination of capital appreciation and income.

          Principal Investment Strategies. The Fund invests primarily in Underlying Funds according to an asset allocation strategy designed for investors planning to retire in or within a few years of 2025. Currently, the Fund expects to allocate approximately 77.2% of its assets to equity Underlying Funds and 22.8% of its assets to fixed-income Underlying Funds.These allocations represent current targets. The target allocations may change over time and actual allocations may vary up to 10% from the current target allocations. Within the equity and fixed-income asset

12  Prospectus § TIAA-CREF Lifecycle Funds § Institutional Class

classes, the Fund will then allocate its investments to particular market sectors represented by various Underlying Funds, such as domestic and international within the equity asset class and long- and medium-term and short-term maturities within the fixed-income asset class. These market sector allocations may vary up to 10% from the Fund’s target allocations. The Fund’s market sector target allocations and corresponding Underlying Funds are approximately as follows:

            Equity Asset Class

Market Sector	Target Allocation	Underlying Funds
Domestic Equity	57.9%	• Growth Equity Fund
		• Large-Cap Growth Fund
		• Large-Cap Value Fund
		• Small-Cap Equity Fund
International Equity	19.3%	• International Equity Fund

            Fixed-Income Asset Class

Market Sector	Target Allocation	Underlying Funds
Long- and Medium-Term Maturity	22.8%	• Bond Fund
		• Bond Plus Fund II
		• Inflation-Linked Bond Fund
		• High-Yield Fund II
Short-Term Maturity	0.0%	• Short-Term Bond Fund II
		• Money Market Fund

            The relative allocations among Underlying Funds within a market sector may be changed at any time without notice to shareholders.

            Over time, the Fund’s investment glidepath will gradually become more conservative, moving to approximately 50% equity/50% fixed-income in its target retirement year of 2025 and reaching its final allocation of approximately 40% equity/60% fixed-income in 2035. (See “More About the Lifecycle Funds’ Strategy” below for additional information on the Fund’s investment glidepath.)

            Additional or replacement affiliated Underlying Funds for each market sector may be included, as well as additional or replacement market sectors when making future allocations if Advisors believes that such Underlying Funds and/or market sectors are appropriate in light of the Fund’s desired levels of risk and potential return at the particular time. However, if 10% or more of the Fund’s assets are expected to be invested in any Underlying Fund or market sector not listed above, shareholders will receive prior notice of such change. For example, an Underlying Fund may be replaced if another Underlying Fund or Funds is considered to be better representative of a particular market sector than the original Underlying Fund. Similarly, the Fund’s portfolio management team may add a new market sector if it believes that doing so will help the Fund seek its objective.

            The Fund’s indirect holdings in equity securities consist substantially of large-capitalization U.S. stocks, but also consist of holdings of foreign issuers and holdings in the stocks of small and medium-sized U.S. companies. The Fund’s indirect

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus  13

holdings in fixed-income securities are primarily in investment-grade, taxable U.S. Government and corporate bonds, as well as mortgage-backed securities, high-yield (i.e., below investment grade) bonds and inflation-linked bonds.

          The Fund’s benchmark index is a composite of the various benchmark indices of the Underlying Funds. The composite index is created by applying the results of each of the Underlying Fund’s benchmarks in proportion to the Fund’s target allocations.

          For flexibility related to meeting redemptions, paying expenses and making new investments, and as a short-term defensive technique during periods of unusual volatility, the Fund may invest in government securities, short-term instruments, shares of the Money Market Fund or shares of other investment companies, including ETFs. In doing so, the Fund may be successful in avoiding market losses, but may otherwise fail to achieve its investment objective.

          Approximately ten years after the Fund attains its target retirement date, the Board may authorize the merger of the Fund into the Lifecycle Retirement Income Fund or other similar fund. Fund shareholders will receive prior notice of any such merger. The Lifecycle Retirement Income Fund is designed to maintain a stable conservative allocation among the Underlying Funds that may be suitable for shareholders already in or entering retirement. Please see the description of the Lifecycle Retirement Income Fund in this Prospectus for more details on this Fund.

          Principal Risks. Because the assets of the Lifecycle 2025 Fund will normally be allocated among Underlying Funds investing in equity and fixed-income securities, it will be subject in varying degrees to the risks of each of these types of securities. For example, a Lifecycle Fund that has a higher percentage allocation to Underlying Funds that invest in equity securities would be more subject to the risks associated with investments in equity securities. For equity securities, those risks include market risk and company risk, as well as foreign investment risk, style risk, growth and value investing risk and small/mid-cap risk. For fixed-income securities, those risks include interest rate risk, income volatility risk, call risk, credit risk, prepayment and extension risk, as well as the special risks of investing in inflation-indexed bonds. The Fund is also subject to asset allocation risk. Because equity securities usually are more volatile than fixed-income securities, the Fund’s overall level of risk should be higher than that of a fund investing primarily in fixed-income securities, but lower than that of a fund investing primarily in equity securities. Because the Fund’s investment glidepath gradually decreases the Fund’s equity holdings and increases its fixed-income holdings, the Fund’s overall level of risk should gradually decline over time. As with all mutual fund investments, an investor could lose money by investing in this Fund. Please see “Principal Risks of Investing in the Lifecycle Funds” above and “Principal Risks of the Lifecycle Funds and Underlying Funds” below for more information.

          Lifecycle 2030 Fund

          Investment Objective. The Lifecycle 2030 Fund seeks high total return over time through a combination of capital appreciation and income.

14  Prospectus § TIAA-CREF Lifecycle Funds §Institutional Class

          Principal Investment Strategies. The Fund invests primarily in Underlying Funds according to an asset allocation strategy designed for investors planning to retire in or within a few years of 2030. Currently, the Fund expects to allocate approximately 85.2% of its assets to equity Underlying Funds and 14.8% of its assets to fixed-income Underlying Funds. These allocations represent current targets. The target allocations may change over time and actual allocations may vary up to 10% from the current target allocations. Within the equity and fixed-income asset classes, the Fund will then allocate its investments to particular market sectors represented by various Underlying Funds, such as domestic and international within the equity asset class and long- and medium-term and short-term maturities within the fixed-income asset class. These market sector allocations may vary up to 10% from the Fund’s target allocations. The Fund’s market sector target allocations and corresponding Underlying Funds are approximately as follows:

         Equity Asset Class

Market Sector	Target Allocation	Underlying Funds
Domestic Equity	63.9%	• Growth Equity Fund
		• Large-Cap Growth Fund
		• Large-Cap Value Fund
		• Small-Cap Equity Fund
International Equity	21.3%	• International Equity Fund

         Fixed-Income Asset Class

Market Sector	Target Allocation	Underlying Funds
Long- and Medium-Term Maturity	14.8%	• Bond Fund
		• Bond Plus Fund II
		• Inflation-Linked Bond Fund
		• High-Yield Fund II
Short-Term Maturity	0.0%	• Short-Term Bond Fund II
		• Money Market Fund

          The relative allocations among Underlying Funds within a market sector may be changed at any time without notice to shareholders.

          Over time, the Fund’s investment glidepath will gradually become more conservative, moving to approximately 50% equity/50% fixed-income in its target retirement year of 2030 and reaching its final allocation of approximately 40% equity/60% fixed-income in 2040. (See “More About the Lifecycle Funds’ Strategy” below for additional information on the Fund’s investment glidepath.)

          Additional or replacement affiliated Underlying Funds for each market sector may be included, as well as additional or replacement market sectors when making future allocations if Advisors believes that such Underlying Funds and/or market sectors are appropriate in light of the Fund’s desired levels of risk and potential return at the particular time. However, if 10% or more of the Fund’s assets are expected to be invested in any Underlying Fund or market sector not listed above, shareholders will receive prior notice of such change. For example, an Underlying Fund may be replaced if another Underlying Fund or Funds is considered to be better

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus  15

representative of a particular market sector than the original Underlying Fund. Similarly, the Fund’s portfolio management team may add a new market sector if it believes that doing so will help the Fund seek its objective.

          The Fund’s indirect holdings in equity securities consist substantially of large-capitalization U.S. stocks, but also consist of holdings of foreign issuers and holdings in the stocks of small and medium-sized U.S. companies. The Fund’s indirect holdings in fixed-income securities are primarily in investment-grade, taxable U.S. Government and corporate bonds, as well as mortgage-backed securities, high-yield (i.e., below investment grade) bonds and inflation-linked bonds.

          The Fund’s benchmark index is a composite of the various benchmark indices of the Underlying Funds. The composite index is created by applying the results of each of the Underlying Fund’s benchmarks in proportion to the Fund’s target allocations.

          For flexibility related to meeting redemptions, paying expenses and making new investments, and as a short-term defensive technique during periods of unusual volatility, the Fund may invest in government securities, short-term instruments, shares of the Money Market Fund or shares of other investment companies, including ETFs. In doing so, the Fund may be successful in avoiding market losses, but may otherwise fail to achieve its investment objective.

          Approximately ten years after the Fund attains its target retirement date, the Board may authorize the merger of the Fund into the Lifecycle Retirement Income Fund or other similar fund. Fund shareholders will receive prior notice of any such merger. The Lifecycle Retirement Income Fund is designed to maintain a stable conservative allocation among the Underlying Funds that may be suitable for shareholders already in or entering retirement. Please see the description of the Lifecycle Retirement Income Fund in this Prospectus for more details on this Fund.

          Principal Risks. Because the assets of the Lifecycle 2030 Fund will normally be allocated among Underlying Funds investing in equity and fixed-income securities, it will be subject in varying degrees to the risks of each of these types of securities. For example, a Lifecycle Fund that has a higher percentage allocation to Underlying Funds that invest in equity securities would be more subject to the risks associated with investments in equity securities. For equity securities, those risks include market risk and company risk, as well as foreign investment risk, style risk, growth and value investing risk and small/mid-cap risk. For fixed-income securities, those risks include interest rate risk, income volatility risk, call risk, credit risk, prepayment and extension risk, as well as the special risks of investing in inflation-indexed bonds. The Fund is also subject to asset allocation risk. Because equity securities usually are more volatile than fixed-income securities, the Fund’s overall level of risk should be higher than that of a fund investing primarily in fixed-income securities, but lower than that of a fund investing primarily in equity securities. Because the Fund’s investment glidepath gradually decreases the Fund’s equity holdings and increases its fixed-income holdings, the Fund’s overall level of risk should gradually decline over time. As with all mutual fund investments, an investor could lose money by investing in this Fund. Please see “Principal Risks of

16  Prospectus § TIAA-CREF Lifecycle Funds § Institutional Class

Investing in the Lifecycle Funds” above and “Principal Risks of the Lifecycle Funds and Underlying Funds” below for more information.

          Lifecycle 2035 Fund

          Investment Objective. The Lifecycle 2035 Fund seeks high total return over time through a combination of capital appreciation and income.

          Principal Investment Strategies. The Fund invests primarily in Underlying Funds according to an asset allocation strategy designed for investors planning to retire in or within a few years of 2035. Currently, the Fund expects to allocate approximately 90.0% of its assets to equity Underlying Funds and 10.0% of its assets to fixed-income Underlying Funds. These allocations represent current targets. The target allocations may change over time and actual allocations may vary up to 10% from the current target allocations. Within the equity and fixed-income asset classes, the Fund will then allocate its investments to particular market sectors represented by various Underlying Funds, such as domestic and international within the equity asset class and long- and medium-term and short-term maturities within the fixed-income asset class. These market sector allocations may vary up to 10% from the Fund’s target allocations. The Fund’s market sector target allocations and corresponding Underlying Funds are approximately as follows:

Equity Asset Class
Market Sector	Target Allocation	Underlying Funds
Domestic Equity	67.5%	• Growth Equity Fund
		• Large-Cap Growth Fund
		• Large-Cap Value Fund
		• Small-Cap Equity Fund
International Equity	22.5%	• International Equity Fund
Fixed-Income Asset Class

Market Sector	Target Allocation	Underlying Funds
Long- and Medium-Term Maturity	10.0%	• Bond Fund
		• Bond Plus Fund II
		• Inflation-Linked Bond Fund
		• High-Yield Fund II
Short-Term Maturity	0.0%	• Short-Term Bond Fund II
		• Money Market Fund

          The relative allocations among Underlying Funds within a market sector may be changed at any time without notice to shareholders.

          Over time, the Fund’s investment glidepath will gradually become more conservative, moving to approximately 50% equity/50% fixed-income in its target retirement year of 2035 and reaching its final allocation of approximately 40% equity/60% fixed-income in 2045. (See “More About the Lifecycle Funds’ Strategy” below for additional information on the Fund’s investment glidepath.)

          Additional or replacement affiliated Underlying Funds for each market sector may be included, as well as additional or replacement market sectors when

TIAA-CREF Lifecycle Funds § Institutional Class §Prospectus  17

making future allocations if Advisors believes that such Underlying Funds and/or market sectors are appropriate in light of the Fund’s desired levels of risk and potential return at the particular time. However, if 10% or more of the Fund’s assets are expected to be invested in any Underlying Fund or market sector not listed above, shareholders will receive prior notice of such change. For example, an Underlying Fund may be replaced if another Underlying Fund or Funds is considered to be better representative of a particular market sector than the original Underlying Fund. Similarly, the Fund’s portfolio management team may add a new market sector if it believes that doing so will help the Fund seek its objective.

          The Fund’s indirect holdings in equity securities consist substantially of large-capitalization U.S. stocks, but also consist of holdings of foreign issuers and holdings in the stocks of small and medium-sized U.S. companies. The Fund’s indirect holdings in fixed-income securities are primarily in investment-grade, taxable U.S. Government and corporate bonds, as well as mortgage-backed securities, high-yield (i.e., below investment grade) bonds and inflation-linked bonds.

          The Fund’s benchmark index is a composite of the various benchmark indices of the Underlying Funds. The composite index is created by applying the results of each of the Underlying Fund’s benchmarks in proportion to the Fund’s target allocations.

          For flexibility related to meeting redemptions, paying expenses and making new investments, and as a short-term defensive technique during periods of unusual volatility, the Fund may invest in government securities, short-term instruments, shares of the Money Market Fund or shares of other investment companies, including ETFs. In doing so, the Fund may be successful in avoiding market losses, but may otherwise fail to achieve its investment objective.

          Approximately ten years after the Fund attains its target retirement date, the Board may authorize the merger of the Fund into the Lifecycle Retirement Income Fund or other similar fund. Fund shareholders will receive prior notice of any such merger. The Lifecycle Retirement Income Fund is designed to maintain a stable conservative allocation among the Underlying Funds that may be suitable for shareholders already in or entering retirement. Please see the description of the Lifecycle Retirement Income Fund in this Prospectus for more details on this Fund.

          Principal Risks. Because the assets of the Lifecycle 2035 Fund will normally be allocated among Underlying Funds investing in equity and fixed-income securities, it will be subject in varying degrees to the risks of each of these types of securities. For example, a Lifecycle Fund that has a higher percentage allocation to Underlying Funds that invest in equity securities would be more subject to the risks associated with investments in equity securities. For equity securities, those risks include market risk and company risk, as well as foreign investment risk, style risk, growth and value investing risk and small/mid-cap risk. For fixed-income securities, those risks include interest rate risk, income volatility risk, call risk, credit risk, prepayment and extension risk, as well as the special risks of investing in inflation-indexed bonds. The Fund is also subject to asset allocation risk. Because equity securities usually are more volatile than fixed-income securities, the Fund’s overall

18  Prospectus § TIAA-CREF Lifecycle Funds § Institutional Class

level of risk should be higher than that of a fund investing primarily in fixed-income securities, but lower than that of a fund investing primarily in equity securities. Because the Fund’s investment glidepath gradually decreases the Fund’s equity holdings and increases its fixed-income holdings, the Fund’s overall level of risk should gradually decline over time. As with all mutual fund investments, an investor could lose money by investing in this Fund. Please see “Principal Risks of Investing in the Lifecycle Funds” above and “Principal Risks of the Lifecycle Funds and Underlying Funds” below for more information.

          Lifecycle 2040 Fund

          Investment Objective. The Lifecycle 2040 Fund seeks high total return over time through a combination of capital appreciation and income.

          Principal Investment Strategies. The Fund invests primarily in Underlying Funds according to an asset allocation strategy designed for investors planning to retire in or within a few years of 2040. Currently, the Fund expects to allocate approximately 90.0% of its assets to equity Underlying Funds and 10.0% of its assets to fixed-income Underlying Funds. These allocations represent current targets. The target allocations may change over time and actual allocations may vary up to 10% from the current target allocations. Within the equity and fixed-income asset classes, the Fund will then allocate its investments to particular market sectors represented by various Underlying Funds, such as domestic and international within the equity asset class and long- and medium-term and short-term maturities within the fixed-income asset class. These market sector allocations may vary up to 10% from the Fund’s target allocations. The Fund’s market sector target allocations and corresponding Underlying Funds are approximately as follows:

Equity Asset Class
Market Sector	Target Allocation	Underlying Funds
Domestic Equity	67.5%	• Growth Equity Fund
		• Large-Cap Growth Fund
		• Large-Cap Value Fund
		• Small-Cap Equity Fund
International Equity	22.5%	• International Equity Fund
Fixed-Income Asset Class

Market Sector	Target Allocation	Underlying Funds
Long- and Medium-Term Maturity	10.0%	• Bond Fund
		• Bond Plus Fund II
		• Inflation-Linked Bond Fund
		• High-Yield Fund II
Short-Term Maturity	0.0%	• Short-Term Bond Fund II
		• Money Market Fund

          The relative allocations among Underlying Funds within a market sector may be changed at any time without notice to shareholders.

          Over time, the Fund’s investment glidepath will gradually become more conservative, moving to approximately 50% equity/50% fixed-income in its target

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus  19

retirement year of 2040 and reaching its final allocation of approximately 40% equity/60% fixed-income in 2050. (See “More About the Lifecycle Funds’ Strategy” below for additional information on the Fund’s investment glidepath.)

          Additional or replacement affiliated Underlying Funds for each market sector may be included, as well as additional or replacement market sectors when making future allocations if Advisors believes such Underlying Funds and/or market sectors are appropriate in light of the Fund’s desired levels of risk and potential return at the particular time. However, if 10% or more of the Fund’s assets are expected to be invested in any Underlying Fund or market sector not listed above, shareholders will receive prior notice of such change. For example, an Underlying Fund may be replaced if another Underlying Fund or Funds is considered to be better representative of a particular market sector than the original Underlying Fund. Similarly, the Fund’s portfolio management team may add a new market sector if it believes that doing so will help the Fund seek its objective.

          The Fund’s indirect holdings in equity securities consist substantially of large-capitalization U.S. stocks, but also consist of holdings of foreign issuers and holdings in the stocks of small and medium-sized U.S. companies. The Fund’s indirect holdings in fixed-income securities are primarily in investment-grade, taxable U.S. Government and corporate bonds, as well as mortgage-backed securities, high-yield (i.e., below investment grade) bonds and inflation-linked bonds.

          The Fund’s benchmark index is a composite of the various benchmark indices of the Underlying Funds. The composite index is created by applying the results of each of the Underlying Fund’s benchmarks in proportion to the Fund’s target allocations.

          For flexibility related to meeting redemptions, paying expenses and making new investments, and as a short-term defensive technique during periods of unusual volatility, the Fund may invest in government securities, short-term instruments, shares of the Money Market Fund or shares of other investment companies, including ETFs. In doing so, the Fund may be successful in avoiding market losses, but may otherwise fail to achieve its investment objective.

          Approximately ten years after the Fund attains its target retirement date, the Board may authorize the merger of the Fund into the Lifecycle Retirement Income Fund or other similar fund. Fund shareholders will receive prior notice of any such merger. The Lifecycle Retirement Income Fund is designed to maintain a stable conservative allocation among the Underlying Funds that may be suitable for shareholders already in or entering retirement. Please see the description of the Lifecycle Retirement Income Fund in this Prospectus for more details on this Fund.

          Principal Risks. Because the assets of the Lifecycle 2040 Fund will normally be allocated among Underlying Funds investing in equity and fixed-income securities, it will be subject in varying degrees to the risks of each of these types of securities. For example, a Lifecycle Fund that has a higher percentage allocation to Underlying Funds that invest in equity securities would be more subject to the risks associated with investments in equity securities. For equity securities, those risks include market risk and company risk, as well as foreign investment risk, style

20  Prospectus § TIAA-CREF Lifecycle Funds § Institutional Class

risk, growth and value investing risk and small/mid-cap risk. For fixed-income securities, those risks include interest rate risk, income volatility risk, call risk, credit risk, prepayment and extension risk, as well as the special risks of investing in inflation-indexed bonds. The Fund is also subject to asset allocation risk. Because equity securities usually are more volatile than fixed-income securities, the Fund’s overall level of risk should be higher than that of a fund investing primarily in fixed-income securities, but lower than that of a fund investing primarily in equity securities. Because the Fund’s investment glidepath gradually decreases the Fund’s equity holdings and increases its fixed-income holdings, the Fund’s overall level of risk should gradually decline over time. As with all mutual fund investments, an investor could lose money by investing in this Fund. Please see “Principal Risks of Investing in the Lifecycle Funds” above and “Principal Risks of the Lifecycle Funds and Underlying Funds” below for more information.

          Lifecycle 2045 Fund

          Investment Objective. The Lifecycle 2045 Fund seeks high total return over time through a combination of capital appreciation and income.

          Principal Investment Strategies. The Fund invests primarily in Underlying Funds according to an asset allocation strategy designed for investors planning to retire in or within a few years of 2045. Currently, the Fund expects to allocate approximately 90.0% of its assets to equity Underlying Funds and 10.0% of its assets to fixed-income Underlying Funds. These allocations represent current targets. The target allocations may change over time and actual allocations may vary up to 10% from the current target allocations. Within the equity and fixed-income asset classes, the Fund will then allocate its investments to particular market sectors represented by various Underlying Funds, such as domestic and international within the equity asset class and long- and medium-term and short-term maturities within the fixed-income asset class. These market sector allocations may vary up to 10% from the Fund’s target allocations. The Fund’s market sector target allocations and corresponding Underlying Funds are approximately as follows:

Equity Asset Class
Market Sector	Target Allocation	Underlying Funds
Domestic Equity	67.5%	• Growth Equity Fund
		• Large-Cap Growth Fund
		• Large-Cap Value Fund
		• Small-Cap Equity Fund
International Equity	22.5%	• International Equity Fund

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus  21

          Fixed-Income Asset Class

Market Sector	Target Allocation	Underlying Funds
Long- and Medium-Term Maturity	10.0%	• Bond Fund
		• Bond Plus Fund II
		• Inflation-Linked Bond Fund
		• High-Yield Fund II
Short-Term Maturity	0.0%	• Short-Term Bond Fund II
		• Money Market Fund

          The relative allocations among Underlying Funds within a market sector may be changed at any time without notice to shareholders.

          Over time, the Fund’s investment glidepath will gradually become more conservative, moving to approximately 50% equity/50% fixed-income in its target retirement year of 2045 and reaching its final allocation of approximately 40% equity/60% fixed-income in 2055. (See “More About the Lifecycle Funds’ Strategy” below for additional information on the Fund’s investment glidepath.)

          Additional or replacement affiliated Underlying Funds for each market sector may be included, as well as additional or replacement market sectors when making future allocations if Advisors believes that such Underlying Funds and/or market sectors are appropriate in light of the Fund’s desired levels of risk and potential return at the particular time. However, if 10% or more of the Fund’s assets are expected to be invested in any Underlying Fund or market sector not listed above, shareholders will receive prior notice of such change. For example, an Underlying Fund may be replaced if another Underlying Fund or Funds is considered to be better representative of a particular market sector than the original Underlying Fund. Similarly, the Fund’s portfolio management team may add a new market sector if it believes that doing so will help the Fund seek its objective.

          The Fund’s indirect holdings in equity securities consist substantially of large-capitalization U.S. stocks, but also consist of holdings of foreign issuers and holdings in the stocks of small- and medium-sized U.S. companies. The Fund’s indirect holdings in fixed-income securities are primarily in investment-grade, taxable U.S. Government and corporate bonds, as well as mortgage-backed securities, high-yield (i.e., below investment-grade) bonds and inflation-linked bonds.

          The Fund’s benchmark index is a composite of the various benchmark indices of the Underlying Funds. The composite index is created by applying the results of each of the Underlying Fund’s benchmarks in proportion to the Fund’s target allocations.

          For flexibility related to meeting redemptions, paying expenses and making new investments, and as a short-term defensive technique during periods of unusual volatility, the Fund may invest in government securities, short-term instruments, shares of the Money Market Fund or shares of other investment companies, including ETFs. In doing so, the Fund may be successful in avoiding market losses, but may otherwise fail to achieve its investment objective.

          Approximately ten years after the Fund attains its target retirement date, the Board may authorize the merger of the Fund into the Lifecycle Retirement Income

22  Prospectus § TIAA-CREF Lifecycle Funds § Institutional Class

Fund or other similar fund. Fund shareholders will receive prior notice of any such merger. The Lifecycle Retirement Income Fund is designed to maintain a stable conservative allocation among the Underlying Funds that may be suitable for shareholders already in or entering retirement. Please see the description of the Lifecycle Retirement Income Fund in this Prospectus for more details on this Fund.

          Principal Risks. Because the assets of the Lifecycle 2045 Fund will normally be allocated among Underlying Funds investing in equity and fixed-income securities, it will be subject in varying degrees to the risks of each of these types of securities. For example, a Lifecycle Fund that has a higher percentage allocation to Underlying Funds that invest in equity securities would be more subject to the risks associated with investments in equity securities. For equity securities, those risks include market risk and company risk, as well as foreign investment risk, style risk, growth and value investing risk and small/mid-cap risk. For fixed-income securities, those risks include interest rate risk, income volatility risk, call risk, credit risk, prepayment and extension risk, as well as the special risks of investing in inflation-indexed bonds. The Fund is also subject to asset allocation risk. Because equity securities usually are more volatile than fixed-income securities, the Fund’s overall level of risk should be higher than that of a fund investing primarily in fixed-income securities, but lower than that of a fund investing primarily in equity securities. Because the Fund’s investment glidepath gradually decreases the Fund’s equity holdings and increases its fixed-income holdings, the Fund’s overall level of risk should gradually decline over time. As with all mutual fund investments, an investor could lose money by investing in this Fund. Please see “Principal Risks of Investing in the Lifecycle Funds” above and “Principal Risks of the Lifecycle Funds and Underlying Funds” below for more information.

          Lifecycle 2050 Fund

          Investment Objective. The Lifecycle 2050 Fund seeks high total return over time through a combination of capital appreciation and income.

          Principal Investment Strategies. The Fund invests primarily in Underlying Funds according to an asset allocation strategy designed for investors planning to retire in or within a few years of 2050. Currently, the Fund expects to allocate approximately 90.0% of its assets to equity Underlying Funds and 10.0% of its assets to fixed-income Underlying Funds. These allocations represent current targets. The target allocations may change over time and actual allocations may vary up to 10% from the current target allocations. Within the equity and fixed-income asset classes, the Fund will then allocate its investments to particular market sectors represented by various Underlying Funds, such as domestic and international within the equity asset class and long-and medium-term and short-term maturities within the fixed-income asset class. These market sector allocations may vary up to 10% from the Fund’s target allocations. The Fund’s market sector target allocations and corresponding Underlying Funds are approximately as follows:

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus  23

          Equity Asset Class

Market Sector	Target Allocation	Underlying Funds
Domestic Equity	67.5%	• Growth Equity Fund
		• Large-Cap Growth Fund
		• Large-Cap Value Fund
		• Small-Cap Equity Fund
International Equity	22.5%	• International Equity Fund
Fixed-Income Asset Class
Market Sector	Target Allocation	Underlying Funds
Long- and Medium-Term Maturity	10.0%	• Bond Fund
		• Bond Plus Fund II
		• Inflation-Linked Bond Fund
		• High-Yield Fund II
Short-Term Maturity	0.0%	• Short-Term Bond Fund II
		• Money Market Fund

          The relative allocations among Underlying Funds within a market sector may be changed at any time without notice to shareholders.

          Over time, the Fund’s investment glidepath will gradually become more conservative, moving to approximately 50% equity/50% fixed-income in its target retirement year of 2050 and reaching its final allocation of approximately 40% equity/60% fixed-income in 2060. (See “More About the Lifecycle Funds’ Strategy” below for additional information on the Fund’s investment glidepath.)

          Additional or replacement affiliated Underlying Funds for each market sector may be included, as well as additional or replacement market sectors when making future allocations if Advisors believes that such Underlying Funds and/or market sectors are appropriate in light of the Fund’s desired levels of risk and potential return at the particular time. However, if 10% or more of the Fund’s assets are expected to be invested in any Underlying Fund or market sector not listed above, shareholders will receive prior notice of such change. For example, an Underlying Fund may be replaced if another Underlying Fund or Funds is considered to be better representative of a particular market sector than the original Underlying Fund. Similarly, the Fund’s portfolio management team may add a new market sector if it believes that doing so will help the Fund seek its objective.

          The Fund’s indirect holdings in equity securities consist substantially of large-capitalization U.S. stocks, but also consist of holdings of foreign issuers and holdings in the stocks of small- and medium-sized U.S. companies. The Fund’s indirect holdings in fixed-income securities are primarily in investment-grade, taxable U.S. Government and corporate bonds, as well as mortgage-backed securities, high-yield (i.e., below investment-grade) bonds and inflation-linked bonds.

          The Fund’s benchmark index is a composite of the various benchmark indices of the Underlying Funds. The composite index is created by applying the results of each of the Underlying Fund’s benchmarks in proportion to the Fund’s target allocations.

24  Prospectus § TIAA-CREF Lifecycle Funds § Institutional Class

          For flexibility related to meeting redemptions, paying expenses and making new investments, and as a short-term defensive technique during periods of unusual volatility, the Fund may invest in government securities, short-term instruments, shares of the Money Market Fund or shares of other investment companies, including ETFs. In doing so, the Fund may be successful in avoiding market losses, but may otherwise fail to achieve its investment objective.

          Approximately ten years after the Fund attains its target retirement date, the Board may authorize the merger of the Fund into the Lifecycle Retirement Income Fund or other similar fund. Fund shareholders will receive prior notice of any such merger. The Lifecycle Retirement Income Fund is designed to maintain a stable conservative allocation among the Underlying Funds that may be suitable for shareholders already in or entering retirement. Please see the description of the Lifecycle Retirement Income Fund in this Prospectus for more details on this Fund.

          Principal Risks. Because the assets of the Lifecycle 2050 Fund will normally be allocated among Underlying Funds investing in equity and fixed-income securities, it will be subject in varying degrees to the risks of each of these types of securities. For example, a Lifecycle Fund that has a higher percentage allocation to Underlying Funds that invest in equity securities would be more subject to the risks associated with investments in equity securities. For equity securities, those risks include market risk and company risk, as well as foreign investment risk, style risk, growth and value investing risk and small/mid-cap risk. For fixed-income securities, those risks include interest rate risk, income volatility risk, call risk, credit risk, prepayment and extension risk, as well as the special risks of investing in inflation-indexed bonds. The Fund is also subject to asset allocation risk. Because equity securities usually are more volatile than fixed-income securities, the Fund’s overall level of risk should be higher than that of a fund investing primarily in fixed-income securities, but lower than that of a fund investing primarily in equity securities. Because the Fund’s investment glidepath gradually decreases the Fund’s equity holdings and increases its fixed-income holdings, the Fund’s overall level of risk should gradually decline over time. As with all mutual fund investments, an investor could lose money by investing in this Fund. Please see “Principal Risks of Investing in the Lifecycle Funds” above and “Principal Risks of the Lifecycle Funds and Underlying Funds” below for more information.

          Lifecycle Retirement Income Fund

          Investment Objective. The Lifecycle Retirement Income Fund seeks high total return over time primarily through income, with a secondary emphasis on capital appreciation.

          Principal Investment Strategies. The Fund invests primarily in Underlying Funds according to a fixed, more conservative asset allocation strategy designed for investors who are already in or entering retirement. Currently, the Fund pursues this objective by investing in a diversified portfolio consisting of approximately 40% stocks and 60% bonds. The Fund expects to allocate approximately 40.0% of its assets to equity Underlying Funds and 60.0% of its

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus  25

assets to fixed-income Underlying Funds. These allocations represent current targets. The target allocations may change over time and actual allocations may vary up to 10% from the current target allocations. Within the equity and fixed-income asset classes, the Fund will then allocate its investments to particular market sectors represented by various Underlying Funds, such as domestic and international within the equity asset class and long- and medium-term and short-term maturities within the fixed-income asset class. These market sector allocations may vary up to 10% from the Fund’s target allocations. The Fund’s market sector target allocations and corresponding Underlying Funds are approximately as follows:

          Equity Asset Class

Market Sector	Target Allocation	Underlying Funds
Domestic Equity	30.0%	• Growth Equity Fund
		• Large-Cap Growth Fund
		• Large-Cap Value Fund
		• Small-Cap Equity Fund
International Equity	10.0%	• International Equity Fund
Fixed-Income Asset Class
Market Sector	Target Allocation	Underlying Funds
Long- and Medium-Term Maturity	51.0%	• Bond Fund
		• Bond Plus Fund II
		• Inflation-Linked Bond Fund
		• High-Yield Fund II
Short-Term Maturity	9.0%	• Short-Term Bond Fund II
		• Money Market Fund

          The relative allocations among Underlying Funds within a market sector may be changed at any time without notice to shareholders.

          Additional or replacement affiliated Underlying Funds for each market sector may be included, as well as additional or replacement market sectors when making future allocations if Advisors believes that such Underlying Funds and/or market sectors are appropriate in light of the Fund’s desired levels of risk and potential return at the particular time. However, if 10% or more of the Fund’s assets are expected to be invested in any Underlying Fund or market sector not listed above, shareholders will receive prior notice of such change. For example, an Underlying Fund may be replaced if another Underlying Fund or Funds is considered to be better representative of a particular market sector than the original Underlying Fund. Similarly, the Fund’s portfolio management team may add a new market sector if it believes that doing so will help the Fund seek its objective.

          The Fund’s indirect holdings in equity securities consist substantially of large-capitalization U.S. stocks, but also consist of holdings of foreign issuers and holdings in the stocks of small- and medium-sized U.S. companies. The Fund’s indirect holdings in fixed-income securities are primarily in investment-grade, taxable U.S.

26  Prospectus § TIAA-CREF Lifecycle Funds § Institutional Class

Government and corporate bonds, as well as mortgage-backed securities, high-yield (i.e., below investment-grade) bonds and inflation-linked bonds.

          The Fund’s benchmark index is a composite of the various benchmark indices of the Underlying Funds. The composite index is created by applying the results of each of the Underlying Fund’s benchmarks in proportion to the Fund’s target allocations.

          For flexibility related to meeting redemptions, paying expenses and making new investments, and as a short-term defensive technique during periods of unusual volatility, the Fund may invest in government securities, short-term instruments, shares of the Money Market Fund or shares of other investment companies, including ETFs. In doing so, the Fund may be successful in avoiding market losses, but may otherwise fail to achieve its investment objective.

          Approximately ten years after each of the other Lifecycle Funds attains its respective target retirement date, the Board may authorize its merger into the Lifecycle Retirement Income Fund or other similar fund.

          Principal Risks. Because the assets of the Lifecycle Retirement Income Fund will normally be allocated among Underlying Funds investing in equity and fixed-income securities, it will be subject in varying degrees to the risks of each of these types of securities. For example, a Lifecycle Fund that has a higher percentage allocation to Underlying Funds that invest in fixed-income securities would be more subject to the risks associated with investments in fixed-income securities. For fixed-income securities, those risks include interest rate risk, income volatility risk, call risk, credit risk, prepayment and extension risk, as well as the special risks of investing in inflation-indexed bonds. For equity securities, those risks include market risk and company risk, as well as foreign investment risk, style risk, growth and value investing risk and small/mid-cap risk. The Fund is also subject to asset allocation risk. Because equity securities usually are more volatile than fixed-income securities, the Fund’s overall level of risk should be higher than that of a fund investing primarily in fixed-income securities, but lower than that of a fund investing primarily in equity securities. As with all mutual fund investments, an investor could lose money by investing in this Fund. Please see “Principal Risks of Investing in the Lifecycle Funds” above and “Principal Risks of the Lifecycle Funds and Underlying Funds” below for more information.

PAST PERFORMANCE

          Because the Institutional Class of the Lifecycle Funds has not been operational for more than one calendar year, the performance information for the Lifecycle Funds’ Retirement Class shares, which have been offered for more than one calendar year, is presented below. The bar charts and performance tables help illustrate some of the risks of investing in the Lifecycle Funds, and how investment performance varies. The bar charts show the performance (i.e., the annual total returns) of each Lifecycle Fund, before taxes, in 2005, 2006 and 2007, the first three calendar years since inception of the Retirement Class of the Lifecycle

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus  27

Funds. Below each chart, the best and worst returns for a calendar quarter during the periods shown of the particular Lifecycle Fund are noted.

          The performance table following the charts shows the average annual total returns of the Retirement Class of each Lifecycle Fund (before and after taxes) over the 2007 calendar year and since inception and how those returns compare to those of broad-based securities market indices and a composite index based on the Fund’s target allocations. The performance returns included in the bar charts and performance table have not been restated to reflect any difference in expenses between Retirement and Institutional Class shares of the Lifecycle Funds. The performance of the Lifecycle Funds’ Retirement and Institutional Classes should be substantially similar going forward because they are invested in the same portfolio. However, performance data for these classes will vary based on differences in their fee and expense structure.

          The performance returns included in the bar charts and performance table for the periods shown below reflect previous agreements by the Advisors to reimburse some of the Lifecycle Funds and Underlying Funds for certain “other expenses” that exceed a certain percentage and to waive some of their management fees. Without these waivers and reimbursements, the returns on certain Lifecycle Funds would have been lower. How the Lifecycle Funds have performed in the past is not necessarily an indication of how they will perform in the future.

          Performance information is not available for the Lifecycle 2045, 2050 and Retirement Income Funds because these Funds have recently commenced operations. Once these Funds have completed one calendar year of operations, their performance information will be included in the Prospectus.

          The benchmarks and indices listed below are unmanaged, and you cannot invest directly in an index. The Underlying Funds’ benchmarks are used to formulate a composite benchmark for each Lifecycle Fund, based on the Lifecycle Funds’ target allocations among the Underlying Funds. The use of a particular benchmark by an Underlying Fund or a composite index by a Lifecycle Fund is not a fundamental policy and can be changed without shareholder approval. We will notify you before we make such a change.

28  Prospectus § TIAA-CREF Lifecycle Funds § Institutional Class

AVERAGE ANNUAL TOTAL RETURNS—RETIREMENT CLASS SHARES (%)

Lifecycle 2010 Fund

Best quarter: 3.78%, for the quarter ended September 30, 2006. Worst quarter: –1.94%, for the quarter ended March 31, 2005.

Lifecycle 2015 Fund

Best quarter: 4.06%, for the quarter ended December 31, 2006. Worst quarter: –2.12%, for the quarter ended March 31, 2005.

Lifecycle 2020 Fund

Best quarter: 4.44%, for the quarter ended December 31, 2006. Worst quarter: –2.02%, for the quarter ended March 31, 2005.

Lifecycle 2025 Fund

Best quarter: 4.87%, for the quarter ended December 31, 2006. Worst quarter: –2.11%, for the quarter ended March 31, 2005.

TIAA-CREF Lifecycle Funds §Institutional Class §Prospectus29

AVERAGE ANNUAL TOTAL RETURNS—RETIREMENT CLASS SHARES (%) (continued)

Lifecycle 2030 Fund

Best quarter: 5.29%, for the quarter ended December 31, 2006. Worst quarter: –2.68%, for the quarter ended March 31, 2005.

Lifecycle 2035 Fund

Best quarter: 5.65%, for the quarter ended December 31, 2006. Worst quarter: –2.49%, for the quarter ended March 31, 2005.

Lifecycle 2040 Fund

Best quarter: 6.01%, for the quarter ended December 31, 2006. Worst quarter: –2.86%, for the quarter ended March 31, 2005.

30  Prospectus §TIAA-CREF Lifecycle Funds §Institutional Class

AVERAGE ANNUAL TOTAL RETURNS

FOR THE RETIREMENT CLASS OF THE LIFECYCLE FUNDS


(Before and After Taxes)

	January 1, 2007 to December 31, 2007		Since Inception (October 15, 2004 to December 31, 2007)		1
Lifecycle 2010 Fund
Returns Before Taxes	9.20	%	8.89	%
Returns After Taxes on Distributions	8.13	%	7.78	%
Returns After Taxes on Distributions and Sale of Fund Shares	6.17	%	7.05	%
Lehman Brothers U.S. Aggregate Index	6.97	%	4.39	%
S&P 500® Index2	5.49	%	11.22	%
Lifecycle 2010 Fund Composite Index3	7.32	%	8.81	%
Lifecycle 2015 Fund
Returns Before Taxes	9.46	%	9.63	%
Returns After Taxes on Distributions	8.46	%	8.51	%
Returns After Taxes on Distributions and Sale of Fund Shares	6.37	%	7.70	%
S&P 500® Index2	5.49	%	11.22	%
Lehman Brothers U.S. Aggregate Index	6.97	%	4.39	%
Lifecycle 2015 Fund Composite Index3	7.27	%	9.48	%
Lifecycle 2020 Fund
Returns Before Taxes	9.22	%	10.09	%
Returns After Taxes on Distributions	8.22	%	8.98	%
Returns After Taxes on Distributions and Sale of Fund Shares	6.25	%	8.11	%
S&P 500® Index2	5.49	%	11.22	%
Lehman Brothers U.S. Aggregate Index	6.97	%	4.39	%
Lifecycle 2020 Fund Composite Index3	6.89	%	9.84	%
Lifecycle 2025 Fund
Returns Before Taxes	9.33	%	10.59	%
Returns After Taxes on Distributions	8.39	%	9.47	%
Returns After Taxes on Distributions and Sale of Fund Shares	6.32	%	8.54	%
S&P 500® Index2	5.49	%	11.22	%
Lehman Brothers U.S. Aggregate Index	6.97	%	4.39	%
Lifecycle 2025 Fund Composite Index3	6.62	%	10.24	%
Lifecycle 2030 Fund
Returns Before Taxes	9.39	%	11.00	%
Returns After Taxes on Distributions	8.47	%	9.90	%
Returns After Taxes on Distributions and Sale of Fund Shares	6.39	%	8.92	%
S&P 500® Index2	5.49	%	11.22	%
Lehman Brothers U.S. Aggregate Index	6.97	%	4.39	%
Lifecycle 2030 Fund Composite Index3	6.43	%	10.67	%

Current performance of the Lifecycle Funds’ Retirement Class or Institutional Class shares may be higher or lower than that shown above. For current performance information of the Retirement Class or the Institutional Class, including performance to the most recent month-end, please visit www.tiaa-cref.org, or call 800 842-2776.

TIAA-CREF Lifecycle Funds §Institutional Class §Prospectus31

AVERAGE ANNUAL TOTAL RETURNS                                                                                                (concluded)


FOR THE RETIREMENT CLASS OF THE LIFECYCLE FUNDS


(Before and After Taxes)

	January 1, 2007 to December 31, 2007		Since Inception (October 15, 2004 to December 31, 2007)		1
Lifecycle 2035 Fund
Returns Before Taxes	9.71	%	11.57	%
Returns After Taxes on Distributions	8.82	%	10.46	%
Returns After Taxes on Distributions and Sale of Fund Shares	6.58	%	9.42	%
S&P 500® Index2	5.49	%	11.22	%
Lehman Brothers U.S. Aggregate Index	6.97	%	4.39	%
Lifecycle 2035 Fund Composite Index3	6.50	%	11.18	%
Lifecycle 2040 Fund
Returns Before Taxes	10.28	%	12.22	%
Returns After Taxes on Distributions	9.42	%	11.09	%
Returns After Taxes on Distributions and Sale of Fund Shares	6.93	%	9.98	%
S&P 500® Index2	5.49	%	11.22	%
Lehman Brothers U.S. Aggregate Index	6.97	%	4.39	%
Lifecycle 2040 Fund Composite Index3	6.75	%	11.74	%

Current performance of the Lifecycle Funds’ Retirement Class or Institutional Class shares may be higher or lower than that shown above. For current performance information of the Retirement Class or the Institutional Class, including performance to the most recent month-end, please visit www.tiaa-cref.org, or call 800 842-2776.

1	The Retirement Class of these Lifecycle Funds began investment operations prior to its inception date (the date on which the class became publicly available). The performance shown is computed from the inception date of the class. In previous Prospectuses, performance of the class was computed from the net asset value per share on the day prior to the inception date.
2	S&P 500 is a registered trademark and service mark of the McGraw-Hill Companies, Inc.
3	Each Lifecycle Fund’s composite index performance is a weighted average of the performance of the benchmark indices for the Underlying Funds in which the Lifecycle Fund is invested, weighted according to the Lifecycle Fund’s target asset allocation among the various Underlying Funds during that period. The following is the benchmark index of each Underlying Fund, grouped by market sector: Domestic Equity—Russell 1000 Growth Index (Growth Equity and Large-Cap Growth Funds), Russell 1000 Value Index (Large-Cap Value Fund), and Russell 2000 Index (Small-Cap Equity Fund); International Equity—MSCI EAFE Index (International Equity Fund); Long- and Medium-Term Maturity—Lehman Brothers U.S. Aggregate Index (Bond and Bond Plus Funds), Lehman Brothers U.S. Treasury Inflation-Protected Securities Index (Inflation-Linked Bond Fund), Merrill Lynch BB/B Cash Pay Issuer Constrained Index (High-Yield Fund II); Short-Term Maturity—Lehman Brothers U.S. Government/Credit (1-5 year) Index (Short-Term Bond Fund II) and iMoneyNet Money Fund Report Average—All Taxable (Money Market Fund). Russell 1000 and Russell 2000 are trademarks and service marks of the Russell Investment Group. TIAA-CREF products are not promoted or sponsored by, or affiliated with, the Russell Investment Group. EAFE is a trademark of Morgan Stanley Capital International, Inc.

32  Prospectus §TIAA-CREF Lifecycle Funds §Institutional Class

          The Lehman Brothers U.S. Aggregate Index (the “Lehman Aggregate Index”) represents the U.S. investment-grade fixed-rate bond market, including government and corporate bonds, agency mortgage pass-through securities, asset-backed securities and commercial mortgage-backed securities. The Standard & Poor’s 500 Index (“S&P 500 Index”) is a market-capitalization weighted index of the 500 leading companies in leading industries of the U.S. economy.

          See “Summary Information About the Underlying Funds” below for a description of each of the indices that comprises the Funds’ composite indices.

          After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect during the periods shown, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown.

          The after-tax returns shown are not relevant to investors in Institutional Class shares who hold their shares through tax-deferred arrangements such as 401(a), 401(k) or 403(b) plans or IRAs.

          The benchmark indices reflect no deductions for fees, expenses or taxes.

FEES AND EXPENSES

          The tables on this page describe the fees and expenses that you may pay if you buy and hold Institutional Class shares of a Lifecycle Fund. Institutional Class shares of each Lifecycle Fund indirectly bear a pro rata share of fees and expenses incurred by the Underlying Funds in which the Lifecycle Fund invests, which are disclosed below.

SHAREHOLDER FEES (deducted directly from gross amount of transaction)

Institutional Class

Maximum Sales Charge Imposed on Purchases (percentage of offering price)	0%
Maximum Deferred Sales Charge	0%
Maximum Sales Charge Imposed on Reinvested Dividends and Other Distributions	0%
Redemption Fee	0%
Exchange Fee	0%
Maximum Account Fee	0%

TIAA-CREF Lifecycle Funds §Institutional Class §Prospectus33

ANNUAL FUND OPERATING EXPENSES

INSTITUTIONAL CLASS	Management Fees		Other Expenses		Acquired Fund Fees and Expenses1		Total Annual Fund Operating Expenses		Waivers and Expense Reimbursements2		Net Annual Fund Operating Expenses
Lifecycle 2010 Fund	0.10	%	0.21	%	0.37	%	0.68	%	0.31	%	0.37	%
Lifecycle 2015 Fund	0.10	%	0.22	%	0.38	%	0.70	%	0.32	%	0.38	%
Lifecycle 2020 Fund	0.10	%	0.33	%	0.38	%	0.81	%	0.43	%	0.38	%
Lifecycle 2025 Fund	0.10	%	0.28	%	0.39	%	0.77	%	0.38	%	0.39	%
Lifecycle 2030 Fund	0.10	%	0.46	%	0.39	%	0.95	%	0.56	%	0.39	%
Lifecycle 2035 Fund	0.10	%	0.45	%	0.40	%	0.95	%	0.55	%	0.40	%
Lifecycle 2040 Fund	0.10	%	0.34	%	0.40	%	0.84	%	0.44	%	0.40	%
Lifecycle 2045 Fund	0.10	%	4.71	%3	0.40	%	5.21	%	4.81	%	0.40	%
Lifecycle 2050 Fund	0.10	%	4.71	%3	0.40	%	5.21	%	4.81	%	0.40	%
Lifecycle Retirement Income Fund	0.10	%	1.01	%3	0.36	%	1.47	%	1.11	%	0.36	%

1	“Acquired Fund Fees and Expenses” are the Funds’ proportionate amount of the expenses of the Underlying Funds in which they invest. These expenses are not paid directly by Fund shareholders. Instead, Fund shareholders bear these expenses indirectly because they reduce the performance of the Underlying Funds in which the Funds invest. Each Fund’s “Acquired Fund Fees and Expenses” are based on the Fund’s allocations as of September 30, 2007 (except for the Lifecycle 2045, 2050 and Retirement Income Funds, which are new); however, because of changes to the Underlying Funds’ expense reimbursement arrangements that take effect on February 1, 2008, their expenses are estimated based on these new arrangements, and not on the Underlying Funds’ historical expenses.
2	Advisors has contractually agreed to waive its 0.10% management fee on the Lifecycle Funds through at least April 30, 2009 with respect to the Lifecycle 2045, 2050 and Retirement Income Funds, and January 31, 2009 for the other Lifecycle Funds. In addition, Advisors has contracted to reimburse these Funds for all of the “Other Expenses” of the Institutional Class through April 30, 2009 with respect to the Lifecycle 2045, 2050 and Retirement Income Funds and January 31, 2009 for the other Lifecycle Funds.
3	Other Expenses for these Funds are estimates for the fiscal year ending September 30, 2008.

          Example

          The following example is intended to help you compare the cost of investing in the Institutional Class of the Lifecycle Funds with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in a Fund for the time period indicated and then redeem all of your shares at the end of that period. The example also assumes that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same. It is based on the net annual operating expenses described in the fee table, including the weighted average of the operating expenses of the Underlying Funds. The table assumes that there are no waivers or reimbursements in place on the Lifecycle Funds after April 30, 2009 with respect to the Lifecycle 2045, 2050 and Retirement Income Funds, and January 31, 2009 for the other Lifecycle Funds, or the Underlying Funds after January 31, 2009. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

34  Prospectus §TIAA-CREF Lifecycle Funds §Institutional Class

INSTITUTIONAL CLASS	1 Year		3 Years		5 Years		10 Years
Lifecycle 2010 Fund	$	38	$	191	$	357	$	839
Lifecycle 2015 Fund	$	39	$	196	$	367	$	863
Lifecycle 2020 Fund	$	39	$	220	$	416	$	984
Lifecycle 2025 Fund	$	40	$	212	$	399	$	941
Lifecycle 2030 Fund	$	40	$	251	$	480	$	1,137
Lifecycle 2035 Fund	$	41	$	252	$	481	$	1,138
Lifecycle 2040 Fund	$	41	$	228	$	432	$	1,018
Lifecycle 2045 Fund	$	41	$	653		N/A		N/A
Lifecycle 2050 Fund	$	41	$	653		N/A		N/A
Lifecycle Retirement Income Fund	$	37	$	239		N/A		N/A

ADDITIONAL INFORMATION ABOUT INVESTMENT
STRATEGIES AND RISKS

MORE ABOUT THE LIFECYCLE FUNDS’ STRATEGY

          General Information About the Lifecycle Funds

          This Prospectus describes the Institutional Class shares of ten Lifecycle Funds, which are part of a sub-family of funds of the forty-two funds offered by the Trust. Each Lifecycle Fund is a separate investment portfolio or mutual fund, and has its own investment objective, investment strategies, restrictions and associated risks. An investor should consider each Lifecycle Fund separately to determine if it is an appropriate investment. Allocations for the Lifecycle Funds are based on historical risk/return characteristics. If an asset class, market sector or Underlying Fund should perform in a fashion that varies from historical characteristics, then the allocations may not achieve the intended risk/return characteristics. The investment objective of each Lifecycle Fund, the investment strategies by which it seeks its objective, and those investment restrictions not specifically designated as fundamental may be changed by the Board of Trustees of the Trust without shareholder approval. Certain investment restrictions described in the Statement of Additional Information (“SAI”) are fundamental and may only be changed with shareholder approval. Each Lifecycle Fund is diversified under the Investment Company Act of 1940, as amended (“1940 Act”).

          Investment Glidepath and Target Allocations

          The investment glidepath for each Lifecycle Fund (except for the Retirement Income Fund) will gradually become more conservative (i.e., move from investment in Underlying Funds that invest in equity securities to Underlying Funds that invest in fixed-income securities) over time as the target retirement date of the Lifecycle Fund approaches and is passed. The following chart shows how the investment glidepath for each Lifecycle Fund is expected to gradually move the Fund’s target allocations over time between the equity and fixed-income asset classes. The actual asset allocations of any particular Lifecycle Fund may differ from this chart.

TIAA-CREF Lifecycle Funds §Institutional Class §Prospectus35

         TIAA-CREF LIFECYCLE FUNDS’ INVESTMENT GLIDEPATH

         Future Potential Investments

          A portion of each Lifecycle Fund may be invested in certain annuity or other contracts issued by Teachers Insurance and Annuity Association of America (“TIAA”), to the extent that it is determined that they are appropriate in light of the Funds’ desired levels of risk and potential return at the particular time, and provided that the Funds have received the necessary exemptive relief from the SEC.

         Rebalancing

          In order to maintain its target allocations, each of the Lifecycle Funds will invest incoming monies from share purchases to underweighted Underlying Funds. If cash flows are not sufficient to reestablish the prescribed target allocation for a particular Lifecycle Fund, the Fund will typically rebalance its allocation among the Underlying Funds by buying and selling Underlying Fund shares. To minimize the amount of disruption to the Funds’ portfolios, rebalancings, reallocations or adjustments to the investment glidepath may occur gradually depending on Advisors’ assessment of, among other things, fund flows and market conditions.

SUMMARY INFORMATION ABOUT THE UNDERLYING FUNDS

          The following is a summary of the objectives and principal investment strategies of the Underlying Funds in which the Lifecycle Funds may invest, along with a description of their benchmark indices, which make up the Lifecycle Funds’ composite indices. For a discussion of the risks associated with these investments, see the “Principal Risks of the Lifecycle Funds and Underlying Funds” section. For a more detailed discussion of the investment strategies and risks of the Underlying Funds, see the Prospectus for the Institutional Class of the TIAA-CREF Institutional Mutual Funds at www.tiaa-cref.org/prospectuses.

36  Prospectus §TIAA-CREF Lifecycle Funds §Institutional Class

Fund	Investment Objective and Strategies/Benchmark
Growth Equity Fund	Seeks a favorable long-term return, mainly through capital appreciation, primarily from equity securities. Under normal circumstances, the Fund will invest primarily in equity securities that the Advisors believes present the opportunity for growth.The Fund’s benchmark is the Russell 1000® Growth Index, a subset of the Russell 1000® Index.The Russell 1000® Index represents the top 1,000 U.S. equity securities in market capitalization, and the Russell 1000® Growth Index represents securities within the Russell 1000® Index that have higher relative forecasted growth rates and price/book ratios.
Large-Cap Growth Fund	Seeks a favorable long-term return, mainly through capital appreciation, primarily from equity securities. Under normal circumstances, the Fund will invest primarily in large-cap equity securities that Advisors believe present the opportunity for growth. The Fund’s benchmark is the Russell 1000® Growth Index (see description above).
Large Cap-Value Fund	Seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of large domestic companies. Under normal circumstances, the Fund will invest primarily in equity securities of large domestic companies that appear undervalued by the market based on an evaluation of their potential worth. The Fund’s benchmark is the Russell 1000® Value Index, a subset of the Russell 1000® Index (see description above). The Russell 1000® Value Index contains higher weightings of roughly one-third of the securities in the Russell 1000® Index with lower relative growth rates and price/book values and lower weightings of the roughly middle third of companies in the Russell 1000® Index.
Small-Cap Equity Fund	Seeks a favorable long-term return, mainly through capital appreciation and current income, primarily from equity securities of small, domestic companies. Under normal circumstances, the Fund will invest in equity securities of smaller, domestic companies, across a wide range of sectors, growth rates and valuations, which appear to have favorable prospects for significant long- term capital appreciation. The Fund’s benchmark is the Russell 2000® Index, which represents the largest 2,000 U.S. equities in market capitalization following the top 1,000 U.S. equities in market capitalization.
International Equity Fund	Seeks a favorable long-term return, mainly through capital appreciation, primarily from equity securities of foreign issuers. Under normal circumstances, the Fund will invest primarily in equity securities of foreign issuers in at least three countries other than the United States. The Fund’s benchmark is the MSCI EAFE® Index, which tracks the performance of the leading stocks in 21 developed countries outside of North America.
Bond Fund	Seeks as favorable a long-term total return through income as is consistent with preserving capital, primarily from investment-grade fixed-income securities. The Fund’s benchmark is the Lehman Brothers U.S. Aggregate Index, which covers the U.S. investment-grade fixed-rate bond market, including government and credit securities, agency mortgage pass-through securities, asset-backed securities and commercial mortgage-backed securities.

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Fund	Investment Objective and Strategies/Benchmark
Bond Plus Fund II	Seeks a favorable long-term return, primarily through high current income consistent with preserving capital by primarily investing in bonds. The Fund’s benchmark is the Lehman Brothers U.S. Aggregate Index (see description above). At least 75% of the Fund’s assets are primarily invested in a broad range of the debt securities found in the Lehman Index. The Fund also invests in securities with special features, like illiquid securities or non- investment-grade securities.
Inflation-Linked Bond Fund	Seeks a long-term rate of return that outpaces inflation, primarily through inflation-indexed bonds by investing primarily in fixed-income securities whose returns are designed to track the Consumer Price Index for All Urban Consumers (“CPI-U”) over the life of the security. The Fund’s benchmark is the Lehman Brothers U.S. Treasury Inflation-Protected Securities (“TIPS”) Index, which measures the return of fixed-income securities with fixed-rate coupon payments that adjust for inflation as measured by the Consumer Price Index.
High-Yield Fund II	Seeks high current income and, when consistent with its primary objective, capital appreciation by investing primarily in debt and other fixed-income securities rated lower than investment-grade (and their unrated equivalents) or other high-yielding debt securities. The Fund’s benchmark is the Merrill Lynch BB/B Cash Pay Issuer Constrained Index, which tracks the performance of debt securities that pay interest in cash, and have a credit rating of BB or B.
Short-Term Bond Fund II	Seeks high current income consistent with preservation of capital by investing primarily in U.S. Treasury and agency securities and corporate bonds with maturities of less than 5 years. The Fund’s benchmark is the Lehman Brothers Mutual Fund Short (1-5 year) U.S. Government/Credit Index, which tracks the performance primarily of U.S. Treasury and agency securities and corporate bonds with 1-5 year maturities.
Money Market Fund	Seeks high current income consistent with maintaining liquidity and preserving capital by investing primarily in high-quality, short-term money market instruments. The Fund seeks to maintain a stable net asset value of $1.00 per share, although it is still possible to lose money by investing in the Fund. The Fund’s benchmark is the iMoneyNet Money Fund Report AverageTM—All Taxable.

PRINCIPAL RISKS OF THE LIFECYCLE FUNDS AND UNDERLYING FUNDS

          Equity Securities

          Each of the Lifecycle Funds invests to some degree in equity securities through certain Underlying Funds. 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. Therefore, the value of the Funds may increase or decrease as a result of their interest in equity securities.

          More specifically, an investment in equity securities is subject to the following investment risks, among others:

          Market Risk. This is the risk that the price of equity securities may decline in response to general market and economic conditions or events. Accordingly, the value of the equity securities that an Underlying Fund holds may decline over

38  Prospectus § TIAA-CREF Lifecycle Funds § Institutional Class

short or extended periods of time. Any stock is subject to the risk that the stock market as a whole may decline in value, thereby depressing the stock’s price. Equity markets 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.

          Company Risk (often called Financial Risk). This is the risk that an issuer’s earnings prospects and overall financial position will deteriorate, causing a decline in the security’s value over short or extended periods of time.

          Style Risk. Some of the Underlying Funds in which the Lifecycle Funds invest use either a growth or value investing style. Investing pursuant to a particular style carries the risk that either style may be out of favor in the marketplace for various periods of time, leading to significant declines in an Underlying Fund’s portfolio value. More specifically, Underlying Funds with a growth investing style, like the Growth Equity Fund or the Large-Cap Growth Fund, may be invested in growth stocks with higher valuations that make them more volatile. For example, a growth stock’s value may experience a larger decline on a lower earnings forecast or a negative event or market development. Also, a growth stock’s expected higher earnings growth may not occur or be able to be sustained. Underlying Funds with a value investing style, like the Large-Cap Value Fund, may be invested in securities believed to be undervalued, which may be subject to risks that (1) the issuer’s potential business prospects will not be realized; (2) their potential values will never be recognized by the market; and (3) their value was appropriately priced when acquired.

         Securities of Small and Medium-Sized Companies

          Each of the Lifecycle Funds includes an allocation to the Small-Cap Equity Fund, an Underlying Fund investing primarily in the equity securities of smaller companies. In addition, other Underlying Funds may invest in small- or medium-sized company securities to some degree. Small and medium-sized company securities may experience greater fluctuations in price than the securities of larger companies.

          From time to time, small or medium-sized company securities may have to be sold at a discount from their current market prices or in small lots over an extended period. In addition, it may sometimes be difficult to find buyers for securities of small and medium-sized companies that an Underlying Fund wishes to sell when the company is not perceived favorably in the marketplace or during periods of poor economic or market conditions. The costs of purchasing and selling securities of small and medium-sized companies are sometimes greater than those of more widely traded securities.

         Foreign Investments

          Each of the Lifecycle Funds includes an allocation to the International Equity Fund, an Underlying Fund investing primarily in foreign securities. In addition, other Underlying Funds may invest to some extent in foreign securities. Investing in foreign investments entails risks beyond those of domestic investing. The risks

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus  39

of investing in securities of foreign issuers, securities or contracts traded on foreign exchanges or in foreign markets, or securities or contracts payable in foreign currency, include (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 difficulty in interpreting it because of foreign regulations and accounting standards; (6) the 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 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. The risks described above often increase in countries with emerging markets.

         Fixed-Income Securities

          A portion of the assets of each of the Lifecycle Funds is allocated to Underlying Funds investing primarily in fixed-income securities. An investment in fixed-income securities is subject to the following risks, among others:

          Income Volatility Risk. This refers to the risk that the level of current income from a portfolio of fixed-income securities will decline in certain interest rate environments.

          Credit Risk (a type of Company Risk). This is the risk that a decline in a company’s financial position may prevent it from making principal and interest payments on fixed-income securities when due. Credit risk relates to the possibility that the issuer could default on its obligations, thereby causing an Underlying Fund to lose some or all of its investment in the security.

          The High-Yield Fund II invests primarily in higher-yielding fixed-income securities that are rated below investment-grade by rating agencies. Credit risk is heightened in the case of these high-yield instruments because their issuers are typically weak in financial health and their ability to pay interest and principal is uncertain. Compared to issuers of investment-grade securities, they are more likely to encounter financial difficulties and to be materially affected by such difficulties. High-yield securities may also be relatively more illiquid, therefore they may be more difficult for the High-Yield Fund II to purchase or sell.

          Call Risk. This is the risk that an issuer will redeem a fixed-income security prior to maturity. This often happens when prevailing interest rates are lower than the rate specified for the fixed-income security. If a fixed-income security is called early, an Underlying Fund may not be able to benefit fully from the increase in value that other fixed-income securities experience when interest rates decline. Additionally, an Underlying Fund would likely have to reinvest the payoff proceeds at current yields, which are likely to be lower than the fixed-income security in which the Fund originally invested.

40  Prospectus § TIAA-CREF Lifecycle Funds § Institutional Class

          Interest Rate Risk (a type of Market Risk). This is the risk that the value or yield of fixed-income securities may decline if interest rates change. In general, when prevailing interest rates decline, the market value of fixed-income securities (particularly those paying a fixed rate of interest) tends to increase. Conversely, when prevailing interest rates increase, the market value of fixed-income securities (particularly those paying a fixed rate of interest) tends to decline. Depending on the timing of the purchase of a fixed-income security and the price paid for it, changes in prevailing interest rates may increase or decrease the security’s yield. Fixed-income securities with longer durations tend to be more sensitive to interest rate changes than shorter-term securities.

          Prepayment Risk and Extension Risk. These risks are normally present in mortgage-backed securities and other asset-backed securities. For example, homeowners have the option to prepay their mortgages. Therefore, the duration of a security backed by home mortgages can either shorten (prepayment risk) or lengthen (extension risk). If interest rates on new mortgage loans fall sufficiently below the interest rates on existing outstanding mortgage loans, the rate of prepayment generally increases. Conversely, if mortgage loan interest rates rise above the interest rates on existing outstanding mortgage loans, the rate of prepayment generally decreases. In either case, a change in the prepayment rate and the resulting change in duration of fixed-income securities held by a Fund can result in losses to investors in the Fund.

          Risks Relating to Inflation-Indexed Bonds. Market values of inflation-indexed bonds can be affected by changes in investors’ inflation expectations or changes in “real” rates of return (i.e., a security’s return over and above the inflation rate). Also, the inflation index that a bond is intended to track may not accurately reflect the true rate of inflation. If the market perceives that an index does not accurately reflect inflation, the market value of inflation-indexed bonds could be adversely affected.

NON-PRINCIPAL INVESTMENT STRATEGIES OF THE UNDERLYING FUNDS

         The Equity Funds

          The Underlying Funds that invest primarily in equity securities—the Growth Equity Fund, the Large-Cap Growth Fund, the Large-Cap Value Fund, the Small-Cap Equity Fund and the International Equity Fund, (collectively, the “Equity Funds”)—may invest in short-term debt securities of the same type as those held by the Money Market Fund and other kinds of short-term instruments. These short-term debt securities help the Funds maintain liquidity, use cash balances effectively, and take advantage of attractive investment opportunities. The Equity Funds also may invest up to 20% of their net assets in fixed-income securities. The Equity Funds may also manage cash by investing in money market funds or other short-term investment company securities.

          Each Equity Fund also may buy and sell (1) put and call options on securities of the types they each may invest in and on securities indices composed of such securities, (2) futures contracts on securities indices composed of securities of the

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus  41

types in which each may invest, and (3) put and call options on such futures contracts. The Equity Funds may use such options and futures contracts for hedging, cash management and to increase total return. Futures contracts permit a Fund to gain 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. To manage currency risk, the Equity Funds 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.

          Where appropriate futures contracts do not exist, or if the Equity Funds deem advisable for other reasons, the Funds may invest in investment company securities, such as ETFs. The Equity Funds may also use ETFs for purposes other than cash management, including gaining exposure to certain sectors or securities that are represented by ownership in ETFs. The Lifecycle Funds may also invest in ETFs for cash management purposes or as a short-term defensive technique. When the Equity Funds or the Lifecycle Funds invest in ETFs or other investment companies (like the Underlying Funds), the Funds bear a proportionate share of expenses charged by the investment company in which they invest.

          The Equity Funds may also invest in derivatives and other newly developed financial instruments, such as equity swaps (including arrangements where the return is linked to a stock market index) and equity-linked fixed-income securities, so long as these are consistent with the Fund’s investment objective and restrictions and current regulations.

          The Fixed-Income Funds

          The Underlying Funds that invest primarily in fixed-income securities—the Bond Fund, the Bond Plus Fund II, the Inflation-Linked Bond Fund, the High-Yield Fund II and the Short-Term Bond Fund II (collectively, the “Fixed-Income Funds”)—may make certain other investments, but not as principal strategies. For example, these Funds may invest in interest-only and principal-only mortgage-backed securities. These instruments have unique characteristics and are more sensitive to prepayment and extension risks than traditional mortgage-backed securities. Similarly, the Fixed-Income Funds may also buy and sell put and call options, futures contracts, and options on futures. The Fixed-Income Funds intend to use options and futures primarily as a hedging technique or for cash management. To manage currency risk, these Fixed-Income Funds can also enter into forward currency contracts, and buy or sell options and futures on foreign currencies. These Funds can also buy and sell swaps and options on swaps, so long as these are consistent with each Fund’s investment objective and restrictions and current regulations.

         Investments for Temporary Defensive Purposes

          Each Underlying Fund may, for temporary defensive purposes, invest all of its assets in cash and money market instruments. In doing so, the Underlying Fund may be successful in avoiding market losses but may otherwise fail to achieve its investment objective.

42  Prospectus § TIAA-CREF Lifecycle Funds § Institutional Class

PORTFOLIO TURNOVER

          While each Lifecycle Fund will normally seek to invest in Underlying Funds for the long term, it may frequently rebalance those holdings with the goal of staying close to its projected target allocation. Therefore, a Lifecycle Fund may sell shares of Underlying Funds regardless of how long they have been held. The Lifecycle Funds are generally managed without regard to tax ramifications.

          An Underlying Fund that engages in active and frequent trading of portfolio securities will have a correspondingly higher “portfolio turnover rate.” A high portfolio turnover rate for an Underlying Fund generally will result in greater brokerage commission expenses borne by the Fund and, ultimately, by shareholders. None of the Underlying Funds are subject to a specific limitation on portfolio turnover, and securities of each Underlying Fund may be sold at any time such sale is deemed advisable for investment or operational reasons.

SHARE CLASSES

          Each Lifecycle Fund offers Retirement Class shares and Institutional Class shares. The Lifecycle Retirement Income Fund also offers Retail Class shares. Each Lifecycle Fund’s investments are held by the Fund as a whole, not by a particular share class, so an investor’s 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. Please see the respective Prospectuses for each of the classes for more information, including eligibility requirements. After determining which classes you are eligible to buy, decide which class best suits your needs. Please contact the Lifecycle Funds if you have questions or would like assistance in determining which class is right for you.

INVESTMENT ADVISER

          Advisors manages the assets of the Lifecycle Funds, under the supervision of the Board of Trustees of the Trust. Advisors is an indirect wholly owned subsidiary of 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, the TIAA-CREF Life Funds and the other series of the Trust, including the Underlying Funds. Through an affiliated investment adviser, TIAA-CREF Investment Management, LLC (“Investment Management”), the personnel of Advisors also manage the investment accounts of CREF. As of December 31, 2007, Advisors and Investment Management together had approximately $234 billion of registered investment company assets under management. Advisors is located at 730 Third Avenue, New York, NY 10017-3206.

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus  43

          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 Funds offered in this Prospectus, however, pay the management fees and other expenses that are described in the table in the Fees and Expenses section. The fees paid by the Funds to Advisors and its affiliates are intended to compensate these service providers for their services to the Funds and are not limited to the reimbursement of the service providers’ costs. Thus, under these arrangements, Advisors and its affiliates can earn a profit or incur a loss on the services which they render to the Funds.

          Advisors’ duties include developing and administering the asset allocation program for each Lifecycle Fund. In managing the Underlying Funds, Advisors conducts research, recommends investments and places orders to buy and sell securities. Advisors also supervises and acts as liaison among the various service providers to the Lifecycle Funds and the Underlying Funds, such as the custodian and transfer agent.

          Under the terms of an Investment Management Agreement between the Trust and Advisors, Advisors is entitled to a fee at an annual rate of 0.10% of the average daily net assets of each Lifecycle Fund. Advisors has contractually agreed to waive this management fee on the Lifecycle 2045, 2050 and Retirement Income Funds through at least April 30, 2009 and on the other Lifecycle Funds through January 31, 2009. Due to these waivers, Advisors received no management fees from the Lifecycle Funds during the 2007 fiscal year.

          A discussion regarding the basis for the Board of Trustees’ initial approval of the Lifecycle 2045, 2050 and Retirement Income Fund’s Investment Management Agreement will be available in the Funds’ semi-annual shareholder report for the period ending March 31, 2008. A discussion regarding the basis for the Board of Trustees’ most recent approval of the Investment Management Agreement for the other Lifecycle Funds is available in the Funds’ annual report for the fiscal year ended September 30, 2007. For a free copy, please call 800 842-2776, visit the Funds’ website at www.tiaa-cref.org/mfs or visit the SEC’s website at www.sec.gov.

44  Prospectus § TIAA-CREF Lifecycle Funds § Institutional Class

          The Lifecycle Funds are managed by a team of investment professionals who are jointly responsible for the day-to-day management of the Funds. Information about the managers responsible for the Lifecycle Funds is set forth below.

			Total Experience (since dates specified below)
		Experience Over	At	Total	On
Name & Title	Role	Past Five Years	TIAA	Years	Team
John M. Cunniff, CFA Managing Director	Asset Allocation (allocation strategies)	Teachers Advisors, Inc., TIAA and its affiliates – 2006 to Present (quantitative portfolio manager); Morgan Stanley Investment Management – 2001 to 2006 (U.S. Research Director (oversight of equity research analysis team for U.S. market segments))	2006	1992	2006
Hans L. Erickson, CFA Managing Director	Asset Allocation (general oversight)	Teachers Advisors, Inc., TIAA and its affiliates – 1996 to Present (oversight responsibility for all quantitative equity strategies, equity index funds and asset allocation funds)	1996	1988	2006
Pablo Mitchell Director	Asset Allocation (daily portfolio management)	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (quantitative portfolio manager; various quantitative equity research responsibilities); Thomson Vestek – 2003 to 2004 (senior quantitative researcher for equity and fixed-income performance analysis and risk modeling)	2004	2003	2006

          The Lifecycle Funds’ SAI provides additional disclosure about the compensation structure of each of the Fund’s portfolio managers, the other accounts they manage, total assets in those accounts and potential conflicts of interest, as well as the portfolio managers’ ownership of securities in the Funds they manage.

DISTRIBUTION ARRANGEMENTS

          Teachers Personal Investors Services, Inc. (“TPIS”) distributes each Lifecycle Fund’s 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 each Lifecycle Fund. In addition, TPIS, Services or Advisors may pay intermediaries out of their own assets to support the distribution of Institutional Class 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.

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus  45

CALCULATING SHARE PRICE

          Each Lifecycle 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 each Lifecycle Fund is calculated as of the time when regular trading closes on the NYSE (generally, 4:00 p.m. Eastern Time). The Lifecycle Funds do not price their shares on days that the NYSE is closed. Each Lifecycle Fund computes its NAV by calculating the value of the Fund’s assets, less its liabilities, and computes its NAV per share by dividing its NAV allocable to each share class by the number of outstanding shares of that class. The assets of each Lifecycle Fund consist primarily of shares of the Underlying Funds, which are valued at their respective NAVs. Therefore, the share price of each of the Lifecycle Funds is determined based on the NAV per share of each of the Underlying Funds (and the value of any other assets and liabilities of the Lifecycle Funds).

          To value securities and other instruments held by the Underlying Funds (other than for the Money Market Fund), the Underlying Funds usually use market quotations or values obtained from independent pricing services to value such assets. If market quotations or values from independent pricing services are not readily available or are not considered reliable, the Underlying Funds will use a security’s “fair value,” as determined in good faith by or under the direction of the Board of Trustees. The Underlying Funds may also use fair value if events that have a significant effect on the value of an investment (as determined in Advisors’ discretion) occur between the time when its price is determined and the time a Fund’s NAV is calculated. Like the Lifecycle Funds, the Underlying Funds do not price their shares on dates when the NYSE is closed. This remains the case for Underlying Funds that invest in foreign securities that are primarily listed on foreign exchanges that trade on days when the Underlying Funds do not price their shares, even though such securities may continue to trade and their values may fluctuate when the NYSE is closed. For example, the Underlying Funds might use a domestic security’s 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 an Underlying Fund’s 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 an Underlying Fund’s NAV.

          Fair value pricing most commonly occurs with securities that are primarily traded outside of the United States. Fair value pricing may occur, for instance, where there are significant market movements in the U.S. after foreign markets have closed, and there is the expectation that securities traded on foreign markets will adjust based on market movements in the U.S. when their markets open the next day. In these cases, the Underlying Funds may fair value certain foreign securities when it is felt that the last traded price on the foreign market does not reflect the value of that security at 4:00 p.m. Eastern Time. 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

46  Prospectus § TIAA-CREF Lifecycle Funds § Institutional Class

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 an affected Underlying Fund to the detriment of longer-term shareholders, it may reduce some of the certainty in pricing obtained by using actual market close prices.

          Money market instruments (other than those held by the Money Market Fund) with maturities of one year or less are valued using market quotations or independent pricing sources or derived from a pricing matrix that has various types of money market instruments along one axis and various maturities along the other.

          To calculate the Money Market Fund’s NAV per share, its portfolio securities are valued at their amortized cost. This valuation method does not take into account unrealized gains or losses on the Money Market Fund’s portfolio securities. Amortized cost valuation involves first valuing a security at cost, and thereafter assuming an amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the security’s market value. While this method provides certainty in valuation, there may be times when the value of a security, as determined by amortized cost, may be higher or lower than the price the Money Market Fund would receive if it sold the security.

DIVIDENDS AND DISTRIBUTIONS

          Each Lifecycle 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 securities held by the Lifecycle Fund and capital gains realized from the sale of securities. The following table shows how often each Lifecycle Fund plans to pay dividends:

Fund	Dividend Paid
Lifecycle 2010 Fund	Annually
Lifecycle 2015 Fund	Annually
Lifecycle 2020 Fund	Annually
Lifecycle 2025 Fund	Annually
Lifecycle 2030 Fund	Annually
Lifecycle 2035 Fund	Annually
Lifecycle 2040 Fund	Annually
Lifecycle 2045 Fund	Annually
Lifecycle 2050 Fund	Annually
Lifecycle Retirement Income Fund	Quarterly

          Any net capital gains from Lifecycle Funds are intended to be paid once a year.

          Institutional Class shareholders may 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 will be automatically reinvested in additional shares of the Fund. Unless you elect otherwise, this will be your default distribution option.

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus  47

2.	Reinvestment Option, Different Fund. Your dividend and capital gain distributions will be automatically reinvested in additional shares of another Fund in which you already hold shares.
3.	Income-Earned Option. Your long-term capital gain distributions will be 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 will be 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 each Lifecycle Fund’s distribution date, the Fund makes distributions on a per share basis to shareholders who owned Fund shares on the record date. The Lifecycle Funds do 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 Institutional Class shares through a variable 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 your plan sponsor or intermediary for more details.

TAXES

          As with any investment, you should consider how your investment in any Lifecycle Fund will be taxed.

          Taxes on dividends and distributions. Unless you are tax-exempt or hold Lifecycle Fund shares in a tax-deferred account, you must pay 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 a Fund are taxed as ordinary income, and long-term capital gain distributions are taxed as long-term capital gains. Every January, a statement showing the taxable distributions paid to you in the previous year from each Fund will be sent to you and the Internal Revenue Service (“IRS”). Long-term capital gain distributions generally may be taxed at a maximum federal rate of 15% to individual investors (or at 5% (0% for taxable years beginning after December 31, 2007) to individual investors who are in the 10% or 15% tax bracket). These rates are scheduled to

48  Prospectus § TIAA-CREF Lifecycle Funds § Institutional Class

apply through 2010. Whether a capital gain distribution is considered long-term or short-term depends on how long the Fund held the securities that led to the gain.

          A portion of ordinary income dividends paid by a Lifecycle Fund to non-corporate 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 aggregate qualified dividend income received by a Lifecycle Fund from the Underlying Funds. Notwithstanding this, certain holding period requirements with respect to a shareholder’s shares in a Lifecycle 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 2010. Additional information about this can be found in the SAI.

          Taxes on transactions. Unless a transaction involves Lifecycle Fund shares held in a tax-deferred account, redemptions, including sales and 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.

          Whenever you sell shares of a Lifecycle Fund, you will be sent a confirmation statement showing how many shares you sold and at what price. However, you or your tax preparer must determine whether this sale resulted in a capital gain or loss and the amount of tax to be paid on any gain. Be sure to keep your regular account statements; the information they contain will be essential in calculating the amount of your capital gains or losses.

          Backup withholding. If you fail to provide a correct taxpayer identification number or fail to certify that it is correct, the Lifecycle Funds are required by law to withhold 28% of all the distributions and redemption proceeds paid from your account. The Lifecycle Funds are also required to begin backup withholding if instructed by the IRS to do so.

          Buying a dividend. If you buy shares just before a Lifecycle 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. This is referred to as “buying a dividend.” For example, assume you bought shares of a Lifecycle Fund for $10.00 per share the day before the Lifecycle Fund paid a $0.25 dividend. After the dividend was paid, each share would be worth $9.75, and, unless you held your shares through a tax deferred arrangement such as 401(a), 401(k) or 403(b) plans or IRAs, 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 a Lifecycle Fund and it’s Underlying Funds and their investments and these taxes generally will reduce such Lifecycle Fund’s distributions.

          Other restrictions. There are tax requirements that all mutual funds must follow in order to avoid federal taxation. In an effort to adhere to these

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus  49

requirements, a Lifecycle Fund or an Underlying 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 a Lifecycle 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 that the Fund receives from the Underlying Funds. 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 Institutional Class shares they hold (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 adviser.

          This information is only a brief summary of certain federal income tax information about your investment in a Lifecycle Fund. The investment may have state, local or foreign tax consequences, and you should consult your tax adviser about the effect of your investment in a Lifecycle Fund in your particular situation. Additional tax information can be found in the SAI.

YOUR ACCOUNT: PURCHASING, REDEEMING
OR EXCHANGING SHARES

INSTITUTIONAL CLASS ELIGIBILITY

          Institutional Class shares of the Lifecycle Funds are available for purchase by or through certain intermediaries affiliated with TIAA-CREF, or other non-affiliated persons or intermediaries, such as state-sponsored tuition savings plans or prepaid plans or insurance company separate accounts, or employer-sponsored employee benefit plans, who have entered into a contract or arrangement that enables them to purchase shares of the Lifecycle 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 offered 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. Shareholders investing through such a plan may have to pay additional expenses related to the administration of such plans. Collectively, investors that have contracted with the Trust or its affiliates to offer Institutional Class shares of

50  Prospectus § TIAA-CREF Lifecycle Funds § Institutional Class

the Lifecycle Funds and entities that are affiliated with the Trust, Advisors or TPIS are referred to as “Eligible Investors” in the rest of this Prospectus.

          Under certain circumstances, Institutional Class shares of the Lifecycle Funds may be offered directly to certain eligible individuals or institutions (“Direct Purchaser”).

          No minimum initial investment is required to purchase Institutional Class shares of any Lifecycle Fund by or through the following categories of Eligible Investors:

• Certain financial intermediaries that have entered into an appropriate agreement with the Lifecycle Funds, 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 Lifecycle Funds 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 affiliated with Advisors, including funds of funds;

• 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 Lifecycle Funds 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 Lifecycle Funds may approve from time to time.

          A $2 million minimum initial investment amount is required for purchases of Institutional Class shares of a Lifecycle Fund with respect to the following categories of investors:

• Individual or institutional investors, including financial institutions, corporations, partnerships, foundations, banks, trusts, endowments, government entities or other similar entities, that invest directly in a Lifecycle Fund. Such Direct Purchasers will be subject to a $1,000 minimum subsequent investment requirement.

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus  51

• 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 Lifecycle Funds, Advisors and/or TPIS directly or via their trading agent and which receive compensation from the Lifecycle Funds for services provided to investors who hold Fund shares through such entities, including, but not limited to, shareholder servicing or sub-accounting services; or

• 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 Lifecycle Funds for services provided to investors who hold Fund shares through such entities, including, but not limited to, shareholder servicing or sub-accounting services.

          Please note that the initial minimum investment requirement must be met at the time of initial investment or, as approved by the Lifecycle Funds’ management, over a reasonable period of time. At its sole discretion, each Lifecycle Fund reserves the right to convert any Institutional Class shareholder’s shares to another class of shares of the same 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 Lifecycle Funds 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 Lifecycle Funds’ management reserves the right to waive or modify eligibility requirements for the Institutional Class at any time for any investor or financial intermediary.

HOW TO PURCHASE SHARES

          Eligible Investors and Direct Purchasers may invest directly in the Institutional Class shares of the Lifecycle Funds. 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 Lifecycle Funds will only accept accounts with a U.S. address of record. The Lifecycle Funds will not accept a P.O. Box as the address of record.

          There may be circumstances when the Lifecycle Funds will not accept new investments in one or more of the Funds. The Lifecycle Funds reserve the right to suspend or terminate the offering of shares by one or more Funds at any time

52  Prospectus § TIAA-CREF Lifecycle Funds § Institutional Class

without prior notice. The Lifecycle Funds also reserve the right to reject any application or investment or any other specific purchase request.

          As described above, the Lifecycle Funds impose minimum investment requirements for certain Eligible Investors and Direct Purchasers. However, investors purchasing Institutional 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 Institutional Class shares. Please contact your intermediary or plan sponsor for more information.

          The Lifecycle Funds consider all purchase requests to be received when they are received in “good order” by the Lifecycle Funds’ transfer agent (or other authorized Fund agent) (see below). The Lifecycle Funds will not accept third-party checks. (The Funds consider any check not made payable directly to TIAA-CREF Lifecycle Funds as a third-party check). The Lifecycle Funds cannot accept checks made out to you or other parties and signed over to the Funds. The Lifecycle Funds will not accept payment in the following forms: travelers’ checks, money orders, credit card convenience checks, cashier’s checks, cash or starter checks. The Lifecycle Funds 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 Lifecycle Funds 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 9905-454-6
Specify on the wire:
•	The TIAA-CREF Lifecycle Funds-Institutional Class
•	Account registration (names of registered owners), address and social security number(s) or taxpayer identification number;
•	Indicate if this is for a new or existing account (provide Lifecycle Fund account number if existing)
•	The Lifecycle Fund or Funds in which you want to invest, and amount per Fund to be invested

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus  53

          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. Once a Lifecycle Fund account has been opened, shareholders do not have to send the Funds an application again.

          To open an account or purchase shares by mail (Direct Purchasers Only): Send your check, made payable to TIAA-CREF Lifecycle Funds, and application to:

First Class	The TIAA-CREF Lifecycle Funds—Institutional Class
Mail:	c/o Boston Financial Data Services
	P.O. Box 8009
	Boston, MA 02266-8009
Overnight	The TIAA-CREF Lifecycle Funds—Institutional Class
Mail:	c/o Boston Financial Data Services
	30 Dan Road
	Canton, MA 02021-2809

          To purchase additional shares, send a check to either of the addresses listed above with the registration of the account, Lifecycle Fund account number, the Lifecycle Fund or Funds in which the Direct Purchaser wants to invest and the amount to be invested in each Fund.

          Points to Remember for All Purchases

• Each investment must be for a specified dollar amount. The Lifecycle Funds cannot accept purchase requests specifying a certain price, date, or number of shares; such requests will be deemed not in “good order” (see below) and the Lifecycle Funds will return these investments.

• If you invest in the Institutional Class of the Lifecycle Funds 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 Lifecycle Funds). 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 Lifecycle Funds).

• If your purchase check does not clear or payment on it is stopped, or if the Lifecycle Funds do not receive good funds through wire transfer or electronic funds transfer, the Lifecycle Funds will treat this as a redemption of the shares purchased. You will be responsible for any resulting loss incurred by any of the Lifecycle Funds or Advisors and you may be subject to tax consequences on such a redemption. If you are already a shareholder, the Lifecycle Funds can redeem shares from any of your account(s) as reimbursement for all losses. The Lifecycle Funds also reserve the right to restrict you from making future purchases in any of the Lifecycle Funds. There is a $25 fee for all returned items, including checks and electronic

54  Prospectus § TIAA-CREF Lifecycle Funds § Institutional Class

	funds transfers. Please note that there is a 10-calendar day hold on all purchases by check.
•	Federal law requires the Lifecycle Funds to obtain, verify and record information that identifies each person who opens an account. Until the Lifecycle Funds receive such information, the Funds may not be able to open an account or effect transactions for you. Furthermore, if the Lifecycle Funds are 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 Lifecycle Funds reserve the right to take such action as deemed appropriate, which may include closing your account.
•	An Investor’s ability to purchase shares may be restricted due to limitations on exchanges, including limitations related to the Lifecycle Funds’ Market Timing/Excessive Trading Policy (see below).

         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 particular Lifecycle Fund; (2) the securities offered to the Lifecycle 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 Lifecycle Fund’s investment restrictions. If the Lifecycle Fund accepts the securities, the Eligible Investor’s or Direct Purchaser’s 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 Lifecycle Funds or their intermediary or plan sponsor and Direct Purchasers interested in making in-kind purchases should contact either their Relationship Manager or the Lifecycle Funds directly.

HOW TO REDEEM SHARES

         How to Redeem Shares

          Eligible Investors and Direct Purchasers can redeem (sell) their Institutional Class shares at any time.

          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. 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. Redemption requests generally must include: account number, transaction amount (in dollars or shares), signatures of all owners exactly as registered on the account,

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus  55

Medallion Signature Guarantees of each owner on the account (if required), and any other required supporting legal documentation.

          The Lifecycle Funds 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.

          Direct Purchasers wishing to make redemption orders by telephone should call their Relationship Manager. If you hold shares through an Eligible Investor, like a plan or intermediary, please contact the Eligible Investor for redemption requests.

          Usually, the Lifecycle Funds send redemption proceeds to the Eligible Investor or Direct Purchaser on the second business day after the Lifecycle Funds receive 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 Lifecycle Funds 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.

          The Lifecycle Funds generally send redemption proceeds to the Eligible Investor or Direct Purchaser at the address or bank account of record. If proceeds are to be sent to someone else, a different address or a different bank or if an Eligible Investor or Direct Purchaser requests a redemption within 30 days of changing its address, the Lifecycle Funds generally will require a letter of instruction from the Eligible Investor or Direct Purchaser with a Medallion Signature Guarantee for each account holder or for all owners exactly as registered on the account, as appropriate (see below). The Lifecycle Funds can send the redemption proceeds by check in several different ways: by check to the address of record; by electronic transfer to your bank (Direct Purchaser only); or by wire transfer.

          In-Kind Redemptions of Shares

          Certain large redemptions of Lifecycle Fund shares may be detrimental to the Fund’s other shareholders because such redemptions can adversely affect a portfolio manager’s 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 or Direct Purchaser redeems (sells) shares in an amount that exceeds the lesser of (i) $250,000 or (ii) 1% of a Lifecycle Fund’s 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 Fund’s portfolio (which may consist of either Institutional Class shares of the Underlying Funds or actual securities originally held by the Underlying Funds) instead of cash. This is

56  Prospectus § TIAA-CREF Lifecycle Funds § Institutional Class

referred to as a “distribution in-kind” redemption and the securities you receive in this manner represent a portion of the Lifecycle Fund’s or Underlying Fund’s entire portfolio. The securities you receive will be selected by the Lifecycle Fund in its discretion. The Eligible Investor or Direct Purchaser receiving the securities will be responsible for disposing of the securities and bearing any associated costs.

HOW TO EXCHANGE SHARES

          Eligible Investors and Direct Purchasers can exchange Institutional Class shares in a Lifecycle Fund for Institutional Class shares of any other Lifecycle Fund or Institutional Class shares of any other series of the Trust at any time, subject to the limitations described in the Lifecycle 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.)

           If you hold shares through an intermediary, plan sponsor or other Eligible Investor, contact the Eligible Investor for applicable exchange requirements. 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 Funds and/or accounts you want to exchange between.

          Exchanges between accounts can be made only if the accounts are registered in the same name(s), address and social security number(s) or taxpayer identification number. An exchange is considered a sale of securities, and therefore is a taxable event. Any applicable minimum investment amounts on purchases also apply to exchanges

           The Lifecycle Funds reserve 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 a Lifecycle Fund, including if it is considered to be market-timing activity.

          Eligible Investors or Direct Purchasers can make an exchange through a telephone request by calling their Relationship Manager. Once made, an exchange request cannot be modified or canceled. Shareholders who own shares through an Eligible Investor like a plan or intermediary should contact the Eligible Investor for exchange requests.

          Make sure you understand the investment objective of the Lifecycle 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

          A share conversion is a transaction where shares of one class of a Lifecycle Fund are exchanged for shares of another class of the same Fund. Share conversions can occur between each share class of a Lifecycle Fund. Generally, share conversions occur where a shareholder becomes eligible for another share

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus  57

class of a Lifecycle 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.

          A request for a share conversion will not be processed until it is received in “good order” (as defined below) by the Lifecycle 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 a Lifecycle Fund 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 Lifecycle 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 them for more information on share conversions. Please note that certain intermediaries or plan sponsors may not permit all types of share conversions. The Lifecycle Funds reserve 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 Lifecycle 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 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 Lifecycle Funds nor Advisors have 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 Lifecycle Fund shares through them to make share conversions.

          Mandatory Conversions

          The Lifecycle Funds reserve 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 Lifecycle Funds will notify affected shareholders in writing prior to any mandatory conversion.

58   Prospectus  § TIAA-CREF Lifecycle Funds § Institutional Class

OTHER INVESTOR INFORMATION

          Good Order. Purchase, redemption and exchange requests are not processed until received in good order by the Lifecycle Funds’ transfer agent (or other 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 Lifecycle Funds’ transfer agent (or other authorized Fund agent). This information and documentation generally includes the Lifecycle 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 Lifecycle Funds, their 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 Lifecycle Funds’ transfer agent (or other authorized Fund agent) to effect the purchase. The Lifecycle Funds, their 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.

          Eligible Investors, such as intermediaries or plan sponsors, may have their own requirements for considering transaction requests to be in “good order.” If you hold your shares through an intermediary or plan sponsor, please contact them for their specific “good order” requirements.

          Share Price. If the Lifecycle 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 Lifecycle 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 Lifecycle Fund 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 day’s NAV per share as the transaction price.

          Minimum Account Size. While there is currently no minimum account size for maintaining an Institutional Class account, the Lifecycle Funds reserve the right, without prior notice, to establish a minimum amount required to maintain an account.

          Taxpayer Identification Number. Each Eligible Investor or Direct Purchaser must provide its taxpayer identification number (which, for most individuals, is your social security number) to the Lifecycle Funds and indicate whether or not it is subject to backup withholding. If an Eligible Investor does not furnish its taxpayer identification number, redemptions and exchanges of shares, as well as dividends and capital gains distributions, will be subject to backup tax

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus  59

withholding. If a Direct Purchaser does not furnish its taxpayer identification number, its account application will be rejected and returned.

          Changing Your Address. To change the address on an account, please contact your Relationship Manager (for Direct Purchasers) or send the Funds a written notification.

          Medallion Signature Guarantee. For some transaction requests (for example, when redeeming shares within 30 days of changing your address, bank or bank account or adding certain new services to an existing account), the Lifecycle Funds may require a letter of instruction with a Medallion Signature Guarantee or a Medallion Signature Guarantee from each owner of record of an account (in the case of a Direct Purchaser). This requirement is designed to protect shareholders and the Lifecycle Funds 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 United States 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 signature guarantee is required, please contact your Relationship Manager (for Direct Purchasers) or the Lifecycle Funds directly.

          Transferring Shares. Shareholders may transfer ownership of their shares to another person or organization that also qualifies to own Institutional Class shares or may change the name on their account by sending the Funds written instructions. Generally, each registered owner of the account must sign the request and provide a Medallion Signature Guarantee. When the name on an account is changed, 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 Lifecycle Funds to block an account owner’s 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 Lifecycle Funds may also be required to provide additional information about you and your account to government regulators.

          Advice About Your Account. (Direct Purchasers Only). Representatives of TPIS or Services may recommend that you buy Lifecycle Fund shares. TPIS, a TIAA subsidiary, is considered the principal underwriter for the Lifecycle Funds and Services, a TIAA subsidiary, has entered into an agreement with TPIS to sell Fund shares. Neither TPIS nor Services receives commissions for these recommendations.

          Customer Complaints. Customer complaints may be directed to TIAA-CREF Lifecycle Funds, 730 Third Ave., New York, NY 10017-3206, attention: Director, Mutual Fund Distribution Services

60   Prospectus  § TIAA-CREF Lifecycle Funds § Institutional Class

          TIAA-CREF Web Center and Telephone Transactions. The Lifecycle Funds are 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 Lifecycle Funds require the use of personal identification numbers, codes and other procedures designed to reasonably confirm that instructions given through TIAA-CREF’s Web Center or by telephone are genuine. The Lifecycle Funds also tape record telephone instructions and provide written confirmations of such instructions. The Lifecycle Funds accept 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 Lifecycle Funds may suspend or terminate Internet or telephone transaction facilities at any time, for any reason.

MARKET TIMING/EXCESSIVE TRADING POLICY

          There are shareholders who may try to profit from making transactions back and forth among the Lifecycle Funds in an effort to “time” the market. As money is shifted in and out of the Lifecycle Funds, the Underlying Funds may incur transaction costs, including, among other things, expenses for buying and selling securities. These costs are borne by all Underlying Fund and Lifecycle 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 Lifecycle Funds are not appropriate for such market timing and you should not invest in the Lifecycle Funds 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 a Lifecycle Fund, subsequently purchases or exchanges any monies back into that same Lifecycle Fund and then redeems or exchanges any monies out of that same Lifecycle Fund, the shareholder will not be permitted to transfer back into that same Lifecycle Fund through a purchase or exchange for 90 calendar days.

          The Lifecycle Funds’ market timing policies and procedures will not be applied to reinvestments of dividends and capital gains distributions, systematic withdrawals, systematic purchases, automatic rebalancings, 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 Lifecycle Funds’ management. 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 Lifecycle Funds’ management. The Lifecycle Funds’ management may also waive the market timing policies and procedures when it is believed that such waiver is in a Lifecycle Fund’s best

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus  61

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 Lifecycle Funds also reserve the right to reject any purchase or exchange request, including when it is believed that a request would be disruptive to a Lifecycle Fund’s efficient portfolio management. The Lifecycle Funds 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 Lifecycle Funds have discretion in applying this policy, it is possible that similar transaction activity could be handled differently because of the surrounding circumstances.

          The Underlying Funds’ portfolio securities are fair valued, as necessary (most frequently their international holdings), to help ensure that a portfolio security’s true value is reflected in the Lifecycle Funds’ NAVs, thereby minimizing any potential stale price arbitrage.

          The Lifecycle Funds seek to apply their 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 exceptions noted above). The Lifecycle Funds make reasonable efforts to apply these policies and procedures to shareholders who own shares through omnibus accounts. The Lifecycle Funds have the right to modify their 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 a Lifecycle Fund’s policies are being followed and/or to instruct intermediaries to take action against shareholders who have violated a Lifecycle Fund’s market timing policies.

          The Lifecycle Funds are not appropriate for market timing. You should not invest in the Lifecycle Funds 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 Lifecycle Funds or the Underlying Funds or their agents will be able to identify such shareholders or curtail their trading practices.

          If you invest in a Lifecycle 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.

ELECTRONIC PROSPECTUSES

          If you received this Prospectus electronically and would like a paper copy, please contact the Lifecycle Funds and one will be sent to you.

62   Prospectus  § TIAA-CREF Lifecycle Funds § Institutional Class

GLOSSARY

Code: The Internal Revenue Code of 1986, as amended, including any applicable regulations and Revenue Rulings.

Duration: Duration is a measure of volatility in the price of a bond in response to changes in prevailing interest rates, with a longer duration indicating more volatility. For an investment portfolio of fixed-income securities, duration is the weighted average of each security’s duration.

Equity Securities: 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 Securities: 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); and other non-equity securities that pay dividends.

Foreign Investments: Securities of foreign issuers, securities or contracts traded or acquired in foreign markets or on foreign exchanges, or securities or contracts payable or denominated in foreign currencies.

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.

High-Yield Bond: A bond that has been rated lower than investment-grade by rating agencies or is deemed as such by Advisors and that generally pays a higher yield to compensate for its greater risk of default.

Investment Glidepath: The general movement of the Lifecycle Funds’ target allocations from Underlying Funds that invest in equity securities to Underlying Funds that invest in fixed-income securities as a Fund’s target retirement date approaches, as well as after that target retirement date is obtained.

Investment-Grade: A fixed-income security is investment-grade if it is rated in the four highest categories by a nationally recognized statistical rating organization (“NRSRO”) or unrated securities that Advisors determines are of comparable quality.

Long- and Medium-Term Maturity: Loans and other debt obligations or liabilities with maturities greater than five years.

Short-Term Maturity: Loans and other debt obligations or liabilities with maturities from less than one year to five years.

U.S. Government Securities: Securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities.

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus  63

FINANCIAL HIGHLIGHTS

          The Financial Highlights table is intended to help you understand the Lifecycle Funds’ financial performance for the past five years (or, if a Fund has not been in operation for five years, since commencement of operations). Certain information reflects financial results for a single share of a Fund. The total returns in the table show the rates that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions).

          These financial highlights have been audited by PricewaterhouseCoopers LLP, the Lifecycle Funds’ independent registered public accounting firm, whose report, along with the Funds’ financial statements, is included in the Funds’ annual report, which is available without charge upon request.

          Because the Lifecycle 2045, Lifecycle 2050 and Lifecycle Retirement Income Funds are new, no financial highlights information is currently available for any of these Funds.

64  Prospectus § TIAA-CREF Lifecycle Funds § Institutional Class

FINANCIAL HIGHLIGHTS

LIFECYCLE 2010 FUND

			Selected Per Share Data
				Investment Operations			Distributions
	For the Years Ended		Net Asset Value, Beginning of Period	Net Investment Income(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Retirement Class	9/30/2007		$10.99	$0.34	$0.98	$1.32	$(0.24	)	$(0.03	)	$(0.27	)	$12.04
	9/30/2006		10.61	0.36	0.29	0.65	(0.25	)	(0.02	)	(0.27	)	10.99
	9/30/2005	*	9.92	0.26	0.70	0.96	(0.27	)	—	(d)	(0.27	)	10.61
	9/30/2005	†	10.00	0.26	0.62	0.88	(0.27	)	—	(d)	(0.27	)	10.61
Institutional Class	9/30/2007	‡	10.00	0.22	0.61	0.83	—		—		—		10.83

					Ratios and Supplemental Data
	For the Years Ended		Total Return		Net Assets, End of Year (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
						Total(e)(g)		Net(e)(h)
Retirement Class	9/30/2007		12.21	%	$255,875	0.48	%	0.26	%	2.93	%	12	%
	9/30/2006		6.32		59,699	0.69		0.33		3.32		13
	9/30/2005	*	9.76	(b)	3,770	0.46	(c)	0.46	(c)	2.57	(c)	11	(c)
	9/30/2005	†	8.88	(b)	3,770	0.46	(c)	0.46	(c)	2.53	(c)	11	(c)
Institutional Class	9/30/2007	‡	8.30	(b)	3,735	0.31	(c)	0.00	(c)	3.04	(c)	12

*	The Retirement Class effective date of SEC registration was October 15, 2004.
†	The Retirement Class commenced operations on October 4, 2004.
‡	The Institutional Class commenced operations on January 17, 2007.
(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Total return for the period of less than one year is not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the Underlying Funds.
(g)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(h)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus  65

FINANCIAL HIGHLIGHTS (continued)

LIFECYCLE 2015 FUND

			Selected Per Share Data
					Investment Operations						Distributions
	For the Years Ended		Net Asset Value, Beginning of Period		Net Investment Income(a)		Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Year
Retirement Class	9/30/2007			$  11.06		$  0.32		$  1.16		$  1.48		$  (0.26	)		$  (0.02	)		$  (0.28	)		$  12.26
	9/30/2006			10.66		0.31		0.40		0.71		(0.26	)		(0.05	)		(0.31	)		11.06
	9/30/2005	*		9.90		0.26		0.79		1.05		(0.29	)		—(d	)		(0.29	)		10.66
	9/30/2005	†		10.00		0.26		0.69		0.95		(0.29	)		—(d	)		(0.29	)		10.66
Institutional Class	9/30/2007	‡		10.00		0.18		0.70		0.88		—			—			—			10.88

						Ratios and Supplemental Data
	For the Years Ended		Total Return					Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets
						Net Assets, End of Year (000’s)									Portfolio Turnover Rate
								Total(e)(g)		Net(e)(h)
Retirement Class	9/30/2007			13.60	%		$  201,246	0.49	%	0.26	%		2.74	%		15	%
	9/30/2006			6.80			53,660	0.61		0.33			2.91			6
	9/30/2005	*		10.64	(b)		5,628	0.46	(c)	0.46	(c)		2.57	(c)		3	(c)
	9/30/2005	†		9.54	(b)		5,628	0.46	(c)	0.46	(c)		2.54	(c)		3	(c)
Institutional Class	9/30/2007	‡		8.80	(b)		3,525	0.32	(c)	0.00	(c)		2.37	(c)		15

*	The Retirement Class effective date of SEC registration was October 15, 2004.
†	The Retirement Class commenced operations on October 4, 2004.
‡	The Institutional Class commenced operations on January 17, 2007.
(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Total return for the period of less than one year is not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the Underlying Funds.
(g)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(h)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

66  Prospectus § TIAA-CREF Lifecycle Funds § Institutional Class

LIFECYCLE 2020 FUND

			Selected Per Share Data
					Investment Operations						Distributions
	For the Years Ended		Net Asset Value, Beginning of Period		Net Investment Income(a)		Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Year
Retirement Class	9/30/2007			$  11.18		$  0.29		$  1.28		$  1.57		$  (0.26	)		$  (0.01	)		$  (0.27	)		$  12.48
	9/30/2006			10.71		0.29		0.48		0.77		(0.27	)		(0.03	)		(0.30	)		11.18
	9/30/2005	*		9.89		0.21		0.91		1.12		(0.30	)		—(d	)		(0.30	)		10.71
	9/30/2005	†		10.00		0.21		0.80		1.01		(0.30	)		—(d	)		(0.30	)		10.71
Institutional Class	9/30/2007	‡		10.00		0.13		0.76		0.89		—			—			—			10.89

						Ratios and Supplemental Data
								Ratio of Expenses to Average Net Assets						Ratio of Net Investment Income to Average Net Assets
	For the Years Ended		Total Return			Net Assets, End of Year (000’s)
																	Portfolio Turnover Rate
								Total(e)(g)			Net(e)(h)
Retirement Class	9/30/2007			14.23	%		$  181,152		0.50	%		0.26	%		2.42	%		20	%
	9/30/2006			7.30			45,193		0.70			0.32			2.66			1
	9/30/2005	*		11.46	(b)		2,874		0.46	(c)		0.46	(c)		2.11	(c)		12	(c)
	9/30/2005	†		10.24	(b)		2,874		0.46	(c)		0.46	(c)		2.07	(c)		12	(c)
Institutional Class	9/30/2007	‡		8.90	(b)		1,472		0.43	(c)		0.00	(c)		1.83	(c)		20

*	The Retirement Class effective date of SEC registration was October 15, 2004.
†	The Retirement Class commenced operations on October 4, 2004.
‡	The Institutional Class commenced operations on January 17, 2007.
(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Total return for the period of less than one year is not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the Underlying Funds.
(g)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(h)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus 67

FINANCIAL HIGHLIGHTS	(continued)
LIFECYCLE 2025 FUND

				Selected Per Share Data
				Investment Operations			Distributions
	For the Years Ended		Net Asset Value, Beginning of Period	Net Investment Income(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Retirement Class	9/30/2007		$ 11.24	$ 0.26	$ 1.42	$ 1.68	$ (0.28	)	$ (0.02	)	$ (0.30	)	$ 12.62
	9/30/2006		10.75	0.25	0.55	0.80	(0.28	)	(0.03	)	(0.31	)	11.24
	9/30/2005	*	9.87	0.19	1.01	1.20	(0.32	)	—	(d)	(0.32	)	10.75
	9/30/2005	†	10.00	0.19	0.88	1.07	(0.32	)	—	(d)	(0.32	)	10.75
Institutional Class	9/30/2007	‡	10.00	0.11	0.82	0.93	—		—		—		10.93

							Ratios and Supplemental Data
	For the Years Ended			Total Return			Net Assets, End of Year (000’s)		Ratio of Expenses to Average Net Assets						Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate
									Total(e)(g)			Net(e)(h)
Retirement Class		9/30/2007			15.18	%		$ 143,559		0.53	%		0.26	%		2.12	%		25	%
		9/30/2006			7.59			34,164		0.73			0.33			2.25			3
		9/30/2005	*		12.24	(b)		4,095		0.46	(c)		0.46	(c)		1.86	(c)		2	(c)
		9/30/2005	†		10.78	(b)		4,095		0.46	(c)		0.46	(c)		1.83	(c)		2	(c)
Institutional Class		9/30/2007	‡		9.30	(b)		2,204		0.38	(c)		0.00	(c)		1.45	(c)		25

*	The Retirement Class effective date of SEC registration was October 15, 2004.
†	The Retirement Class commenced operations on October 4, 2004.
‡	The Institutional Class commenced operations on January 17, 2007.
(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Total return for the period of less than one year is not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the Underlying Funds.
(g)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(h)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

68  Prospectus §TIAA-CREF Lifecycle Funds §Institutional Class

LIFECYCLE 2030 FUND

				Selected Per Share Data
						Investment Operations						Distributions
	For the Years Ended			Net Asset Value, Beginning of Period		Net Investment Income(a)		Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Year
Retirement Class		9/30/2007			$ 11.30		$ 0.24		$ 1.55		$ 1.79		$ (0.26	)		$ (0.02	)		$ (0.28	)		$ 12.81
		9/30/2006			10.74		0.23		0.63		0.86		(0.27	)		(0.03	)		(0.30	)		11.30
		9/30/2005	*		9.85		0.17		1.05		1.22		(0.33	)		—	(d)		(0.33	)		10.74
		9/30/2005	†		10.00		0.17		0.90		1.07		(0.33	)		—	(d)		(0.33	)		10.74
Institutional Class		9/30/2007	‡		10.00		0.02		0.94		0.96		—			—			—			10.96

							Ratios and Supplemental Data
	For the Years Ended			Total Return			Net Assets, End of Year (000’s)		Ratio of Expenses to Average Net Assets						Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate
									Total(e)(g)			Net(e)(h)
Retirement Class		9/30/2007			16.07	%		$ 128,768		0.55	%		0.26	%		1.94	%		29	%
		9/30/2006			8.20			29,807		0.85			0.33			2.06			0	(f)
		9/30/2005	*		12.55	(b)		3,017		0.46	(c)		0.46	(c)		1.72	(c)		5	(c)
		9/30/2005	†		10.86	(b)		3,017		0.46	(c)		0.46	(c)		1.68	(c)		5	(c)
Institutional Class		9/30/2007	‡		9.60	(b)		1,735		0.46	(c)		0.00	(c)		0.33	(c)		29

*	The Retirement Class effective date of SEC registration was October 15, 2004.
†	The Retirement Class commenced operations on October 4, 2004.
‡	The Institutional Class commenced operations on January 17, 2007.
(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Total return for the period of less than one year is not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the Underlying Funds.
(f)	Percentage is less than 1%.
(g)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(h)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Lifecycle Funds §Institutional Class §Prospectus  69

FINANCIAL HIGHLIGHTS	(continued)
LIFECYCLE 2035 FUND

				Selected Per Share Data
						Investment Operations						Distributions
	For the Years Ended			Net Asset Value, Beginning of Period		Net Investment Income(a)		Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations		From Net Investment Income			From Net Realized Gains			Total Distributions			Net Asset Value, End of Year
Retirement Class		9/30/2007			$ 11.38		$ 0.21		$ 1.68		$ 1.89		$ (0.27	)		$ (0.02	)		$ (0.29	)		$ 12.98
		9/30/2006			10.78		0.19		0.73		0.92		(0.28	)		(0.04	)		(0.32	)		11.38
		9/30/2005	*		9.83		0.16		1.14		1.30		(0.35	)		—	(d)		(0.35	)		10.78
		9/30/2005	†		10.00		0.16		0.97		1.13		(0.35	)		—	(d)		(0.35	)		10.78
Institutional Class		9/30/2007	‡		10.00		0.07		0.93		1.00		—			—			—			11.00

							Ratios and Supplemental Data
	For the Years Ended			Total Return			Net Assets, End of Year (000’s)		Ratio of Expenses to Average Net Assets						Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate
									Total(e)(g)			Net(e)(h)
Retirement Class		9/30/2007			16.91	%		$ 102,014		0.60	%		0.26	%		1.72	%		24	%
		9/30/2006			8.62			19,426		1.03			0.33			1.76			1
		9/30/2005	*		13.36	(b)		2,713		0.46	(c)		0.46	(c)		1.57	(c)		5	(c)
		9/30/2005	†		11.43	(b)		2,713		0.46	(c)		0.46	(c)		1.53	(c)		5	(c)
Institutional Class		9/30/2007	‡		10.00	(b)		1,432		0.55	(c)		0.00	(c)		0.90	(c)		24

*	The Retirement Class effective date of SEC registration was October 15, 2004.
†	The Retirement Class commenced operations on October 4, 2004.
‡	The Institutional Class commenced operations on January 17, 2007.
(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Total return for the period of less than one year is not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the Underlying Funds.
(g)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(h)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

70  Prospectus § TIAA-CREF Lifecycle Funds § Institutional Class

LIFECYCLE 2040 FUND			(concluded)
			Selected Per Share Data
				Investment Operations				Distributions
	For the Years Ended		Net Asset Value, Beginning of Period	Net Investment Income	(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Retirement Class	9/30/2007		$11.45	$0.20		$1.82	$2.02	$(0.28	)	$(0.03	)	$ (0.31	)	$13.16
	9/30/2006		10.81	0.17		0.79	0.96	(0.27	)	(0.05	)	(0.32	)	11.45
	9/30/2005	*	9.82	0.15		1.21	1.36	(0.37	)	—	(d)	(0.37	)	10.81
	9/30/2005	†	10.00	0.15		1.03	1.18	(0.37	)	—	(d)	(0.37	)	10.81
Institutional Class	9/30/2007	‡	10.00	0.06		0.98	1.04	—		—		—		11.04

					Ratios and Supplemental Data
	For the Years Ended				Net Assets, End of Year (000’s		Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
			Total Return
						)	Total	(e)(g)	Net	(e)(h)
Retirement Class	9/30/2007		17.93	%	$141,996		0.57	%	0.26	%	1.59	%	18	%
	9/30/2006		9.04		21,093		1.19		0.33		1.50		17
	9/30/2005	*	13.93	(b)	2,066		0.46	(c)	0.46	(c)	1.45	(c)	10	(c)
	9/30/2005	†	11.88	(b)	2,066		0.46	(c)	0.46	(c)	1.41	(c)	10	(c)
Institutional Class	9/30/2007	‡	10.40	(b)	2,414		0.44	(c)	0.00	(c)	0.78	(c)	18

*	The Retirement Class effective date of SEC registration was October 15, 2004.
†	The Retirement Class commenced operations on October 4, 2004.
‡	The Institutional Class commenced operations on January 17, 2007.
(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Total return for the period of less than one year is not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the Underlying Funds.
(g)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(h)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Lifecycle Funds § Institutional Class § Prospectus  71

FOR MORE INFORMATION ABOUT THE LIFECYCLE FUNDS AND
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

Statement of Additional Information (“SAI”). The SAI contains more information about certain aspects of the Lifecycle Funds. A current SAI has been filed with the U.S. Securities and Exchange Commission (“SEC”) and is incorporated into this Prospectus by reference. This means that the SAI is legally a part of the Prospectus.

Annual and Semiannual Reports. The Lifecycle Funds’ annual and semiannual reports will provide additional information about the Funds’ investments. In the Lifecycle Funds’ annual report, you will find a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during the preceding fiscal year. However, the 2007 annual report does not contain information on the Lifecycle 2045 Fund, Lifecycle 2050 Fund or the Lifecycle Retirement Income Fund because they only recently commenced operations.

Requesting Documents. You can request a copy of the SAI or these reports without charge, or contact the Funds for any other purpose, in any of the following ways:

     By telephone:
          Call 877 518-9161

     In writing:
          TIAA-CREF Institutional Mutual Funds
          P.O. Box 4674
          New York, NY 10164

     Over the Internet:
          www.tiaa-cref.org

Information about TIAA-CREF Institutional Mutual Funds (including the SAI) can be reviewed and copied at the SEC’s public reference room (202 551-8090) in Washington, D.C. The reports and other information are also available through the EDGAR Database on the SEC’s 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 SEC’s Public Reference Section, Washington, D.C. 20549.

To lower costs and eliminate duplicate documents sent to your home, the Funds will mail only one copy of the Lifecycle Funds’ Prospectus, prospectus supplements, annual and semi-annual 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 Funds toll-free or write to the Funds as follows:

     By telephone:
          Call 877 518-9161

     In writing:
          TIAA-CREF Institutional Mutual Funds
          P.O. Box 4674
          New York, NY 10164

811-9301

PROSPECTUS

FEBRUARY 1, 2008

TIAA-CREF LIFECYCLE FUNDS
of the TIAA-CREF Institutional Mutual Funds

Retirement Class

§	Lifecycle 2010 Fund
§	Lifecycle 2015 Fund
§	Lifecycle 2020 Fund
§	Lifecycle 2025 Fund
§	Lifecycle 2030 Fund
§	Lifecycle 2035 Fund
§	Lifecycle 2040 Fund
§	Lifecycle 2045 Fund
§	Lifecycle 2050 Fund
§	Lifecycle Retirement Income Fund

This Prospectus describes the Retirement Class shares of ten investment portfolios of the TIAA-CREF Lifecycle Funds (the “Lifecycle Funds”), a group of funds offered by the TIAA-CREF Institutional Mutual Funds. Please note that the Lifecycle Funds listed above also offer Institutional Class shares through a separate Prospectus dated February 1, 2008. Additionally, the Lifecycle Retirement Income Fund offers Retail Class shares through a separate Prospectus dated February 1, 2008.

An investment in TIAA-CREF Institutional Mutual Funds 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 any of the funds, or the funds 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	3
Overview of the Lifecycle Funds	3
Principal Risks of Investing in the Lifecycle Funds	3
Lifecycle 2010 Fund	6
Lifecycle 2015 Fund	8
Lifecycle 2020 Fund	10
Lifecycle 2025 Fund	12
Lifecycle 2030 Fund	15
Lifecycle 2035 Fund	17
Lifecycle 2040 Fund	19
Lifecycle 2045 Fund	21
Lifecycle 2050 Fund	23
Lifecycle Retirement Income Fund	26
Past Performance	28
Fees and Expenses	33
Additional Information About Investment Strategies and Risks	35
More About the Lifecycle Funds’ Strategy	35
Summary Information About the Underlying Funds	37
Principal Risks of the Lifecycle Funds and Underlying Funds	39
Non-Principal Investment Strategies of the Underlying Funds	42

Portfolio Turnover	43
Share Classes	43
Investment Adviser	44
Other Services	46
Distribution Arrangements	46
Calculating Share Price	46
Dividends and Distributions	48
Taxes	49
Your Account: Purchasing, Redeeming or Exchanging Shares	51
How to Purchase Shares	52
How to Redeem Shares	55
How to Exchange Shares	57
Conversion of Shares	59
Other Investor Information	60
Market Timing/Excessive Trading Policy	62
Electronic Prospectuses	63
Glossary	64
Financial Highlights	65

SUMMARY INFORMATION

OVERVIEW OF THE LIFECYCLE FUNDS

          Each Fund is a member of the Lifecycle Funds, a sub-family of funds of TIAA-CREF Institutional Mutual Funds (the “Trust”). Each of the Lifecycle Funds offering Retirement Class shares through this Prospectus is a “fund of funds,” and diversifies its assets by investing in Institutional Class shares of other funds of the Trust (the “Underlying Funds”). In general, each Lifecycle Fund (except for the Retirement Income Fund) is managed with a specific target retirement date in mind, and each Fund’s investments are adjusted from more aggressive to more conservative as a target retirement date approaches. Generally, this means that each Lifecycle Fund’s investments (except for the Retirement Income Fund’s) will gradually be reallocated to reduce weightings in Underlying Funds investing primarily in equity securities (stocks) and to increase weightings in Underlying Funds investing primarily in fixed-income securities (bonds) or money market instruments.

          While part of the Lifecycle Funds, the Retirement Income Fund is not managed with a specific retirement date in mind and its allocation will not gradually adjust over time. Instead, the Retirement Income Fund is designed for investors who are already in or entering retirement (i.e., have already passed their target retirement date). The Retirement Income Fund has a relatively fixed asset allocation primarily between equity and fixed-income (including money market) Underlying Fund investments.

          Please see the Glossary towards the end of this Prospectus for certain defined terms used in the Prospectus.

          The Lifecycle Funds that are offered in this Prospectus are as follows:

• Lifecycle 2010 Fund

• Lifecycle 2015 Fund

• Lifecycle 2020 Fund

• Lifecycle 2025 Fund

• Lifecycle 2030 Fund

• Lifecycle 2035 Fund

• Lifecycle 2040 Fund

• Lifecycle 2045 Fund

• Lifecycle 2050 Fund

• Lifecycle Retirement Income Fund

          Principal Risks of Investing in the Lifecycle Funds

          Because the assets of each Lifecycle Fund are normally allocated among Underlying Funds investing in equity securities and fixed-income securities, each Fund will be subject, in varying degrees, to the risks of each type of security. For example, a Lifecycle Fund that has a higher percentage allocation to Underlying Funds that invest in equity securities would be more subject to the risks

TIAA-CREF Lifecycle Funds §  Retirement Class § Prospectus   3

associated with investments in equity securities. The Lifecycle Funds are also subject to asset allocation risk. Asset allocation risk is the possibility that the Lifecycle Funds may not be able to invest according to their target allocations and that the selection of Underlying Funds and the allocations among them will result in a Lifecycle Fund underperforming other similar funds or cause an investor to lose money.

          In general, the risks of investing in specific types of securities or Underlying Funds include:

• Market Risk—The risk that the price of securities may decline in response to general market and economic conditions or events.

• Company Risk (often called Financial Risk)—The risk that the issuer’s earnings prospects and overall financial position will deteriorate, causing a decline in the security’s value over short or extended periods of time.

• Foreign Investment Risk—The risks of investing in securities of foreign issuers, securities or contracts traded on foreign exchanges or in foreign markets, or securities or contracts payable in foreign currency. Foreign investing involves special risks, including erratic market conditions, economic and political instability, and fluctuations in currency exchange rates.

• Style Risk—The risk that an Underlying Fund that uses either a growth investing or value investing style may be invested in equity securities representing a style that may be out of favor in the marketplace for various periods of time. When this occurs, the Underlying Fund could experience a decline in value of these disfavored securities.

• Growth Investing Risk—The risk that due to their relatively high valuations, growth stocks will be more volatile than value stocks. Also, because the value of growth companies is generally a function of their expected earnings growth, there is a risk that such earnings growth may not occur or cannot be sustained.

• Value Investing Risk—Securities believed to be undervalued are subject to the risks that (1) the issuer’s potential business prospects are not realized; (2) their potential values are never recognized by the market; and (3) due to unanticipated or unforeseen problems associated with the issuer or industry, they were appropriately priced (or overpriced) when acquired.

• Small-Cap/Mid-Cap Risk—The risk that securities of small- and mid-sized companies may experience greater fluctuations in price than the securities of larger companies. They may also have to be sold at a discount from their current market prices or in small lots over an extended period, since they may be harder to sell than large-cap securities.

• Asset Allocation Risk—The risk that the Lifecycle Funds may not be able to invest according to their target allocations and that the selection of market sectors and Underlying Funds and the allocations among them will result in a Lifecycle Fund underperforming other similar funds or cause an investor to lose money.

4  Prospectus § TIAA-CREF Lifecycle Funds § Retirement Class

Although the allocation recommendations of the Lifecycle Funds’ investment adviser, Teachers Advisors, Inc. (“Advisors”) are intended to result in a Lifecycle Fund meeting its investment objective, Underlying Fund and asset class performance may differ in the future from the historical performance and assumptions upon which the recommendations are based, which could cause a Lifecycle Fund to not meet its investment objective. A Lifecycle Fund will typically rebalance its allocation among the Underlying Funds by buying and selling Underlying Fund shares. Periodic rebalancing of a Lifecycle Fund’s allocation can cause the Underlying Funds to incur transactional expenses. These expenses can adversely affect performance of the Underlying Funds and the Lifecycle Funds.
•	Equity Securities Risk—Each of the Lifecycle Funds invests to some degree in equity securities through certain Underlying Funds. 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. Therefore, the value of the Lifecycle Funds may increase or decrease as a result of their indirect interest in equity securities.
•	Fixed-Income Securities Risk—A portion of the assets of each Lifecycle Fund is allocated to Underlying Funds investing primarily in fixed-income securities. In general, when prevailing interest rates decline, the market value of fixed-income securities (particularly those paying a fixed rate of interest) tends to increase. Conversely, when prevailing interest rates increase, the market value of fixed-income securities (particularly those paying a fixed rate of interest) tends to decline. Therefore, the value of the Lifecycle Funds may increase or decrease as a result of their indirect interest in fixed-income securities.
•	Interest Rate Risk (a type of Market Risk)—The risk that bond or stock prices overall may decline when interest rates rise.
•	Income Volatility Risk—The risk that the level of current income from a portfolio of fixed-income securities will decline in certain interest rate environments.
•	Credit Risk (a type of Company Risk)—The risk that a decline in a company’s overall financial soundness may make it unable to pay principal and interest on bonds when due. This risk is heightened in the case of investments in lower-rated, high-yield fixed-income securities.
•	Call Risk—The risk that an issuer will redeem a fixed-income security prior to maturity.
•	Prepayment and Extension Risk—The risk of loss arising from changes in duration for certain fixed-income securities that allow for prepayment or extension.
•	Special Risks for Inflation-Indexed Bonds—Market values of inflation-indexed bonds can be affected by changes in investors’ inflation expectations or changes in “real” rates of interest (i.e., a security’s return over and above the inflation rate).

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  5

          For more detailed information about these risks and other risks, see the section entitled “Principal Risks of the Lifecycle Funds and Underlying Funds” below.

          There can be no guarantee that a Lifecycle Fund or an Underlying Fund will achieve its investment objective. As with all mutual funds, there is a risk that an investor could lose money by investing in a Lifecycle Fund.

         Lifecycle 2010 Fund

          Investment Objective. The Lifecycle 2010 Fund seeks high total return over time through a combination of capital appreciation and income.

          Principal Investment Strategies. The Fund invests primarily in Underlying Funds according to an asset allocation strategy designed for investors planning to retire in or within a few years of 2010. Currently, the Fund expects to allocate approximately 53.2% of its assets to equity Underlying Funds and 46.8% of its assets to fixed-income Underlying Funds. These allocations represent current targets. The target allocations may change over time and actual allocations may vary up to 10% from the current target allocations. Within the equity and fixed-income asset classes, the Fund will then allocate its investments to particular market sectors represented by various Underlying Funds, such as domestic and international within the equity asset class and long- and medium-term and short-term maturities within the fixed-income asset class. These market sector allocations may vary up to 10% from the Fund’s target allocations. The Fund’s market sector target allocations and corresponding Underlying Funds are approximately as follows:

          Equity Asset Class

Market Sector	Target Allocation	Underlying Funds
Domestic Equity	39.9%	• Growth Equity Fund
		• Large-Cap Growth Fund
		• Large-Cap Value Fund
		• Small-Cap Equity Fund
International Equity	13.3%	• International Equity Fund

          Fixed-Income Asset Class

Market Sector	Target Allocation	Underlying Funds
Long- and Medium-Term Maturity	41.6%	• Bond Fund
		• Bond Plus Fund II
		• Inflation-Linked Bond Fund
		• High-Yield Fund II
Short-Term Maturity	5.2%	• Short-Term Bond Fund II
		• Money Market Fund

          The relative allocations among Underlying Funds within a market sector may be changed at any time without notice to shareholders.

          Over time, the Fund’s investment glidepath will gradually become more conservative, moving to approximately 50% equity/50% fixed-income in its target retirement year of 2010 and reaching its final allocation of approximately 40%

6  Prospectus § TIAA-CREF  Lifecycle Funds § Retirement Class

equity/60% fixed-income in 2020. (See “More About the Lifecycle Funds’ Strategy” below for additional information on the Fund’s investment glidepath.)

          Additional or replacement affiliated Underlying Funds for each market sector may be included, as well as additional or replacement market sectors when making future allocations if Advisors believes that such Underlying Funds and/or market sectors are appropriate in light of the Fund’s desired levels of risk and potential return at the particular time. However, if 10% or more of the Fund’s assets are expected to be invested in any Underlying Fund or market sector not listed above, shareholders will receive prior notice of such change. For example, an Underlying Fund may be replaced if another Underlying Fund or Funds is considered to be better representative of a particular market sector than the original Underlying Fund. Similarly, the Fund’s portfolio management team may add a new market sector if it believes that doing so will help the Fund seek its objective.

          The Fund’s indirect holdings in equity securities consist substantially of large-capitalization U.S. stocks, but also consist of holdings of foreign issuers and holdings in the stocks of small and medium-sized U.S. companies. The Fund’s indirect holdings in fixed-income securities are primarily in investment-grade, taxable U.S. Government and corporate bonds, as well as mortgage-backed securities, high-yield (i.e., below investment grade) bonds and inflation-linked bonds.

          The Fund’s benchmark index is a composite of the various benchmark indices of the Underlying Funds. The composite index is created by applying the results of each of the Underlying Fund’s benchmarks in proportion to the Fund’s target allocations.

          For flexibility related to meeting redemptions, paying expenses and making new investments, and as a short-term defensive technique during periods of unusual volatility, the Fund may invest in government securities, short-term instruments, shares of the TIAA-CREF Institutional Money Market Fund (the “Money Market Fund”) or shares of other investment companies, including exchange-traded funds (“ETFs”). In doing so, the Fund may be successful in avoiding market losses, but may otherwise fail to achieve its investment objective.

          Approximately ten years after the Fund attains its target retirement date, the Board may authorize the merger of the Fund into the Lifecycle Retirement Income Fund or other similar fund. Fund shareholders will receive prior notice of any such merger. The Lifecycle Retirement Income Fund is designed to maintain a stable conservative allocation among the Underlying Funds that may be suitable for shareholders already in or entering retirement. Please see the description of the Lifecycle Retirement Income Fund in this Prospectus for more details on this Fund.

          Principal Risks. Because the assets of the Lifecycle 2010 Fund will normally be allocated among Underlying Funds investing in equity and fixed-income securities, it will be subject in varying degrees to the risks of each of these types of securities. For example, a Lifecycle Fund that has a higher percentage allocation to Underlying Funds that invest in equity securities would be more subject to the risks associated with investments in equity securities. For equity securities, those risks include market risk and company risk, as well as foreign investment risk, style risk, growth

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  7

and value investing risk and small/mid-cap risk. For fixed-income securities, those risks include interest rate risk, income volatility risk, call risk, credit risk, prepayment and extension risk, as well as the special risks of investing in inflation-indexed bonds. The Fund is also subject to asset allocation risk. Because equity securities usually are more volatile than fixed-income securities, the Fund’s overall level of risk should be higher than that of a fund investing primarily in fixed-income securities, but lower than that of a fund investing primarily in equity securities. Because the Fund’s investment glidepath gradually decreases the Fund’s equity holdings and increases its fixed-income holdings, the Fund’s overall level of risk should gradually decline over time. As with all mutual fund investments, an investor could lose money by investing in this Fund. Please see “Principal Risks of Investing in the Lifecycle Funds” above and “Principal Risks of the Lifecycle Funds and Underlying Funds” below for more information.

          Lifecycle 2015 Fund

          Investment Objective. The Lifecycle 2015 Fund seeks high total return over time through a combination of capital appreciation and income.

          Principal Investment Strategies. The Fund invests primarily in Underlying Funds according to an asset allocation strategy designed for investors planning to retire in or within a few years of 2015. Currently, the Fund expects to allocate approximately 61.2% of its assets to equity Underlying Funds and 38.8% of its assets to fixed-income Underlying Funds. These allocations represent current targets. The target allocations may change over time and actual allocations may vary up to 10% from the current target allocations. Within the equity and fixed-income asset classes, the Fund will then allocate its investments to particular market sectors represented by various Underlying Funds, such as domestic and international within the equity asset class and long- and medium-term and short-term maturities within the fixed-income asset class. These market sector allocations may vary up to 10% from the Fund’s target allocations. The Fund’s market sector target allocations and corresponding Underlying Funds are approximately as follows:

          Equity Asset Class

Market Sector	Target Allocation	Underlying Funds
Domestic Equity	45.9%	• Growth Equity Fund
		• Large-Cap Growth Fund
		• Large-Cap Value Fund
		• Small-Cap Equity Fund
International Equity	15.3%	• International Equity Fund

8  Prospectus § TIAA-CREF Lifecycle Funds § Retirement Class

         Fixed-Income Asset Class

Market Sector	Target Allocation	Underlying Funds
Long- and Medium-Term Maturity	35.6%	• Bond Fund
		• Bond Plus Fund II
		• Inflation-Linked Bond Fund
		• High-Yield Fund II
Short-Term Maturity	3.2%	• Short-Term Bond Fund II
		• Money Market Fund

          The relative allocations among Underlying Funds within a market sector may be changed at any time without notice to shareholders.

          Over time, the Fund’s investment glidepath will gradually become more conservative, moving to approximately 50% equity/50% fixed-income in its target retirement year of 2015 and reaching its final allocation of approximately 40% equity/60% fixed-income in 2025. (See “More About the Lifecycle Funds’ Strategy” below for additional information on the Fund’s investment glidepath.)

          Additional or replacement affiliated Underlying Funds for each market sector may be included, as well as additional or replacement market sectors when making future allocations if Advisors believes that such Underlying Funds and/or market sectors are appropriate in light of the Fund’s desired levels of risk and potential return at the particular time. However, if 10% or more of the Fund’s assets are expected to be invested in any Underlying Fund or market sector not listed above, shareholders will receive prior notice of such change. For example, an Underlying Fund may be replaced if another Underlying Fund or Funds is considered to be better representative of a particular market sector than the original Underlying Fund. Similarly, the Fund’s portfolio management team may add a new market sector if it believes that doing so will help the Fund seek its objective.

          The Fund’s indirect holdings in equity securities consist substantially of large-capitalization U.S. stocks, but also consist of holdings of foreign issuers and holdings in the stocks of small and medium-sized U.S. companies. The Fund’s indirect holdings in fixed-income securities are primarily in investment-grade, taxable U.S. Government and corporate bonds, as well as mortgage-backed securities, high-yield (i.e., below investment grade) bonds and inflation-linked bonds.

          The Fund’s benchmark index is a composite of the various benchmark indices of the Underlying Funds. The composite index is created by applying the results of each of the Underlying Fund’s benchmarks in proportion to the Fund’s target allocations.

          For flexibility related to meeting redemptions, paying expenses and making new investments, and as a short-term defensive technique during periods of unusual volatility, the Fund may invest in government securities, short-term instruments, shares of the Money Market Fund or shares of other investment companies, including ETFs. In doing so, the Fund may be successful in avoiding market losses, but may otherwise fail to achieve its investment objective.

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  9

          Approximately ten years after the Fund attains its target retirement date, the Board may authorize the merger of the Fund into the Lifecycle Retirement Income Fund or other similar fund. Fund shareholders will receive prior notice of any such merger. The Lifecycle Retirement Income Fund is designed to maintain a stable conservative allocation among the Underlying Funds that may be suitable for shareholders already in or entering retirement. Please see the description of the Lifecycle Retirement Income Fund in this Prospectus for more details on this Fund.

          Principal Risks. Because the assets of the Lifecycle 2015 Fund will normally be allocated among Underlying Funds investing in equity and fixed-income securities, it will be subject in varying degrees to the risks of each of these types of securities. For example, a Lifecycle Fund that has a higher percentage allocation to Underlying Funds that invest in equity securities would be more subject to the risks associated with investments in equity securities. For equity securities, those risks include market risk and company risk, as well as foreign investment risk, style risk, growth and value investing risk and small/mid-cap risk. For fixed-income securities, those risks include interest rate risk, income volatility risk, call risk, credit risk, prepayment and extension risk, as well as the special risks of investing in inflation-indexed bonds. The Fund is also subject to asset allocation risk. Because equity securities usually are more volatile than fixed-income securities, the Fund’s overall level of risk should be higher than that of a fund investing primarily in fixed-income securities, but lower than that of a fund investing primarily in equity securities. Because the Fund’s investment glidepath gradually decreases the Fund’s equity holdings and increases its fixed-income holdings, the Fund’s overall level of risk should gradually decline over time. As with all mutual fund investments, an investor could lose money by investing in this Fund. Please see “Principal Risks of Investing in the Lifecycle Funds” above and “Principal Risks of the Lifecycle Funds and Underlying Funds” below for more information.

          Lifecycle 2020 Fund

          Investment Objective. The Lifecycle 2020 Fund seeks high total return over time through a combination of capital appreciation and income.

          Principal Investment Strategies. The Fund invests primarily in Underlying Funds according to an asset allocation strategy designed for investors planning to retire in or within a few years of 2020. Currently, the Fund expects to allocate approximately 69.2% of its assets to equity Underlying Funds and 30.8% of its assets to fixed-income Underlying Funds. These allocations represent current targets. The target allocations may change over time and actual allocations may vary up to 10% from the current target allocations. Within the equity and fixed-income asset classes, the Fund will then allocate its investments to particular market sectors represented by various Underlying Funds, such as domestic and international within the equity asset class and long- and medium-term and short-term maturities within the fixed-income asset class. These market sector allocations may vary up to 10% from the Fund’s target allocations. The Fund’s market sector target allocations and corresponding Underlying Funds are approximately as follows:

10  Prospectus § TIAA-CREF Lifecycle Funds § Retirement Class

          Equity Asset Class

Market Sector	Target Allocation		Underlying Funds
Domestic Equity	51.9	%	• Growth Equity Fund
			• Large-Cap Growth Fund
			• Large-Cap Value Fund
			• Small-Cap Equity Fund
International Equity	17.3	%	• International Equity Fund

          Fixed-Income Asset Class

Market Sector	Target Allocation	Underlying Funds
Long- and Medium-Term Maturity	29.6%	• Bond Fund
		• Bond Plus Fund II
		• Inflation-Linked Bond Fund
		• High-Yield Fund II
Short-Term Maturity	1.2%	• Short-Term Bond Fund II
		• Money Market Fund

          The relative allocations among Underlying Funds within a market sector may be changed at any time without notice to shareholders.

          Over time, the Fund’s investment glidepath will gradually become more conservative, moving to approximately 50% equity/50% fixed-income in its target retirement year of 2020 and reaching its final allocation of approximately 40% equity/60% fixed-income in 2030. (See “More About the Lifecycle Funds’ Strategy” below for additional information on the Fund’s investment glidepath.)

          Additional or replacement affiliated Underlying Funds for each market sector may be included, as well as additional or replacement market sectors when making future allocations if Advisors believes that such Underlying Funds and/or market sectors are appropriate in light of the Fund’s desired levels of risk and potential return at the particular time. However, if 10% or more of the Fund’s assets are expected to be invested in any Underlying Fund or market sector not listed above, shareholders will receive prior notice of such change. For example, an Underlying Fund may be replaced if another Underlying Fund or Funds is considered to be better representative of a particular market sector than the original Underlying Fund. Similarly, the Fund’s portfolio management team may add a new market sector if it believes that doing so will help the Fund seek its objective.

          The Fund’s indirect holdings in equity securities consist substantially of large-capitalization U.S. stocks, but also consist of holdings of foreign issuers and holdings in the stocks of small and medium-sized U.S. companies. The Fund’s indirect holdings in fixed-income securities are primarily in investment-grade, taxable U.S. Government and corporate bonds, as well as mortgage-backed securities, high-yield (i.e., below investment grade) bonds and inflation-linked bonds.

          The Fund’s benchmark index is a composite of the various benchmark indices of the Underlying Funds. The composite index is created by applying the results of

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  11

each of the Underlying Fund’s benchmarks in proportion to the Fund’s target allocations.

          For flexibility related to meeting redemptions, paying expenses and making new investments, and as a short-term defensive technique during periods of unusual volatility, the Fund may invest in government securities, short-term instruments, shares of the Money Market Fund or shares of other investment companies, including ETFs. In doing so, the Fund may be successful in avoiding market losses, but may otherwise fail to achieve its investment objective.

          Approximately ten years after the Fund attains its target retirement date, the Board may authorize the merger of the Fund into the Lifecycle Retirement Income Fund or other similar fund. Fund shareholders will receive prior notice of any such merger. The Lifecycle Retirement Income Fund is designed to maintain a stable conservative allocation among the Underlying Funds that may be suitable for shareholders already in or entering retirement. Please see the description of the Lifecycle Retirement Income Fund in this Prospectus for more details on this Fund.

          Principal Risks. Because the assets of the Lifecycle 2020 Fund will normally be allocated among Underlying Funds investing in equity and fixed-income securities, it will be subject in varying degrees to the risks of each of these types of securities. For example, a Lifecycle Fund that has a higher percentage allocation to Underlying Funds that invest in equity securities would be more subject to the risks associated with investments in equity securities. For equity securities, those risks include market risk and company risk, as well as foreign investment risk, style risk, growth and value investing risk and small/mid-cap risk. For fixed-income securities, those risks include interest rate risk, income volatility risk, call risk, credit risk, prepayment and extension risk, as well as the special risks of investing in inflation-indexed bonds. The Fund is also subject to asset allocation risk. Because equity securities usually are more volatile than fixed-income securities, the Fund’s overall level of risk should be higher than that of a fund investing primarily in fixed-income securities, but lower than that of a fund investing primarily in equity securities. Because the Fund’s investment glidepath gradually decreases the Fund’s equity holdings and increases its fixed-income holdings, the Fund’s overall level of risk should gradually decline over time. As with all mutual fund investments, an investor could lose money by investing in this Fund. Please see “Principal Risks of Investing in the Lifecycle Funds” above and “Principal Risks of the Lifecycle Funds and Underlying Funds” below for more information.

          Lifecycle 2025 Fund

          Investment Objective. The Lifecycle 2025 Fund seeks high total return over time through a combination of capital appreciation and income.

          Principal Investment Strategies. The Fund invests primarily in Underlying Funds according to an asset allocation strategy designed for investors planning to retire in or within a few years of 2025. Currently, the Fund expects to allocate approximately 77.2% of its assets to equity Underlying Funds and 22.8% of its assets to fixed-income Underlying Funds. These allocations represent current targets. The target allocations may change over time and actual allocations may vary up to 10% from the current target allocations. Within the equity and fixed-income asset classes, the

12  Prospectus § TIAA-CREF Lifecycle Funds § Retirement Class

Fund will then allocate its investments to particular market sectors represented by various Underlying Funds, such as domestic and international within the equity asset class and long- and medium-term and short-term maturities within the fixed-income asset class. These market sector allocations may vary up to 10% from the Fund’s target allocations. The Fund’s market sector target allocations and corresponding Underlying Funds are approximately as follows:

          Equity Asset Class

Market Sector	Target Allocation		Underlying Funds
Domestic Equity	57.9	%	• Growth Equity Fund
			• Large-Cap Growth Fund
			• Large-Cap Value Fund
			• Small-Cap Equity Fund
International Equity	19.3	%	• International Equity Fund

          Fixed-Income Asset Class

Market Sector	Target Allocation		Underlying Funds
Long- and Medium-Term Maturity	22.8	%	• Bond Fund
			• Bond Plus Fund II
			• Inflation-Linked Bond Fund
			• High-Yield Fund II
Short-Term Maturity	0.0	%	• Short-Term Bond Fund II
			• Money Market Fund

          The relative allocations among Underlying Funds within a market sector may be changed at any time without notice to shareholders.

          Over time, the Fund’s investment glidepath will gradually become more conservative, moving to approximately 50% equity/50% fixed-income in its target retirement year of 2025 and reaching its final allocation of approximately 40% equity/60% fixed-income in 2035. (See “More About the Lifecycle Funds’ Strategy” below for additional information on the Fund’s investment glidepath.)

          Additional or replacement affiliated Underlying Funds for each market sector may be included, as well as additional or replacement market sectors when making future allocations if Advisors believes that such Underlying Funds and/or market sectors are appropriate in light of the Fund’s desired levels of risk and potential return at the particular time. However, if 10% or more of the Fund’s assets are expected to be invested in any Underlying Fund or market sector not listed above, shareholders will receive prior notice of such change. For example, an Underlying Fund may be replaced if another Underlying Fund or Funds is considered to be better representative of a particular market sector than the original Underlying Fund. Similarly, the Fund’s portfolio management team may add a new market sector if it believes that doing so will help the Fund seek its objective.

          The Fund’s indirect holdings in equity securities consist substantially of large-capitalization U.S. stocks, but also consist of holdings of foreign issuers and holdings in the stocks of small and medium-sized U.S. companies. The Fund’s indirect

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  13

holdings in fixed-income securities are primarily in investment-grade, taxable U.S. Government and corporate bonds, as well as mortgage-backed securities, high-yield (i.e., below investment grade) bonds and inflation-linked bonds.

          The Fund’s benchmark index is a composite of the various benchmark indices of the Underlying Funds. The composite index is created by applying the results of each of the Underlying Fund’s benchmarks in proportion to the Fund’s target allocations.

          For flexibility related to meeting redemptions, paying expenses and making new investments, and as a short-term defensive technique during periods of unusual volatility, the Fund may invest in government securities, short-term instruments, shares of the Money Market Fund or shares of other investment companies, including ETFs. In doing so, the Fund may be successful in avoiding market losses, but may otherwise fail to achieve its investment objective.

          Approximately ten years after the Fund attains its target retirement date, the Board may authorize the merger of the Fund into the Lifecycle Retirement Income Fund or other similar fund. Fund shareholders will receive prior notice of any such merger. The Lifecycle Retirement Income Fund is designed to maintain a stable conservative allocation among the Underlying Funds that may be suitable for shareholders already in or entering retirement. Please see the description of the Lifecycle Retirement Income Fund in this Prospectus for more details on this Fund.

          Principal Risks. Because the assets of the Lifecycle 2025 Fund will normally be allocated among Underlying Funds investing in equity and fixed-income securities, it will be subject in varying degrees to the risks of each of these types of securities. For example, a Lifecycle Fund that has a higher percentage allocation to Underlying Funds that invest in equity securities would be more subject to the risks associated with investments in equity securities. For equity securities, those risks include market risk and company risk, as well as foreign investment risk, style risk, growth and value investing risk and small/mid-cap risk. For fixed-income securities, those risks include interest rate risk, income volatility risk, call risk, credit risk, prepayment and extension risk, as well as the special risks of investing in inflation-indexed bonds. The Fund is also subject to asset allocation risk. Because equity securities usually are more volatile than fixed-income securities, the Fund’s overall level of risk should be higher than that of a fund investing primarily in fixed-income securities, but lower than that of a fund investing primarily in equity securities. Because the Fund’s investment glidepath gradually decreases the Fund’s equity holdings and increases its fixed-income holdings, the Fund’s overall level of risk should gradually decline over time. As with all mutual fund investments, an investor could lose money by investing in this Fund. Please see “Principal Risks of Investing in the Lifecycle Funds” above and “Principal Risks of the Lifecycle Funds and Underlying Funds” below for more information.

14  Prospectus §TIAA-CREF Lifecycle Funds §Retirement Class

         Lifecycle 2030 Fund

          Investment Objective. The Lifecycle 2030 Fund seeks high total return over time through a combination of capital appreciation and income.

          Principal Investment Strategies. The Fund invests primarily in Underlying Funds according to an asset allocation strategy designed for investors planning to retire in or within a few years of 2030. Currently, the Fund expects to allocate approximately 85.2% of its assets to equity Underlying Funds and 14.8% of its assets to fixed-income Underlying Funds. These allocations represent current targets. The target allocations may change over time and actual allocations may vary up to 10% from the current target allocations. Within the equity and fixed-income asset classes, the Fund will then allocate its investments to particular market sectors represented by various Underlying Funds, such as domestic and international within the equity asset class and long- and medium-term and short-term maturities within the fixed-income asset class. These market sector allocations may vary up to 10% from the Fund’s target allocations. The Fund’s market sector target allocations and corresponding Underlying Funds are approximately as follows:

Equity Asset Class
Market Sector	Target Allocation	Underlying Funds
Domestic Equity	63.9%	• Growth Equity Fund
		• Large-Cap Growth Fund
		• Large-Cap Value Fund
		• Small-Cap Equity Fund
International Equity	21.3%	• International Equity Fund
Fixed-Income Asset Class
Market Sector	Target Allocation	Underlying Funds
Long- and Medium-Term Maturity	14.8%	• Bond Fund
		• Bond Plus Fund II
		• Inflation-Linked Bond Fund
		• High-Yield Fund II
Short-Term Maturity	0.0%	• Short-Term Bond Fund II
		• Money Market Fund

          The relative allocations among Underlying Funds within a market sector may be changed at any time without notice to shareholders.

          Over time, the Fund’s investment glidepath will gradually become more conservative, moving to approximately 50% equity/50% fixed-income in its target retirement year of 2030 and reaching its final allocation of approximately 40% equity/60% fixed-income in 2040. (See “More About the Lifecycle Funds’ Strategy” below for additional information on the Fund’s investment glidepath.)

          Additional or replacement affiliated Underlying Funds for each market sector may be included, as well as additional or replacement market sectors when making future allocations if Advisors believes that such Underlying Funds and/or market

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  15

sectors are appropriate in light of the Fund’s desired levels of risk and potential return at the particular time. However, if 10% or more of the Fund’s assets are expected to be invested in any Underlying Fund or market sector not listed above, shareholders will receive prior notice of such change. For example, an Underlying Fund may be replaced if another Underlying Fund or Funds is considered to be better representative of a particular market sector than the original Underlying Fund. Similarly, the Fund’s portfolio management team may add a new market sector if it believes that doing so will help the Fund seek its objective.

          The Fund’s indirect holdings in equity securities consist substantially of large-capitalization U.S. stocks, but also consist of holdings of foreign issuers and holdings in the stocks of small and medium-sized U.S. companies. The Fund’s indirect holdings in fixed-income securities are primarily in investment-grade, taxable U.S. Government and corporate bonds, as well as mortgage-backed securities, high-yield (i.e., below investment grade) bonds and inflation-linked bonds.

          The Fund’s benchmark index is a composite of the various benchmark indices of the Underlying Funds. The composite index is created by applying the results of each of the Underlying Fund’s benchmarks in proportion to the Fund’s target allocations.

          For flexibility related to meeting redemptions, paying expenses and making new investments, and as a short-term defensive technique during periods of unusual volatility, the Fund may invest in government securities, short-term instruments, shares of the Money Market Fund or shares of other investment companies, including ETFs. In doing so, the Fund may be successful in avoiding market losses, but may otherwise fail to achieve its investment objective.

          Approximately ten years after the Fund attains its target retirement date, the Board may authorize the merger of the Fund into the Lifecycle Retirement Income Fund or other similar fund. Fund shareholders will receive prior notice of any such merger. The Lifecycle Retirement Income Fund is designed to maintain a stable conservative allocation among the Underlying Funds that may be suitable for shareholders already in or entering retirement. Please see the description of the Lifecycle Retirement Income Fund in this Prospectus for more details on this Fund.

          Principal Risks. Because the assets of the Lifecycle 2030 Fund will normally be allocated among Underlying Funds investing in equity and fixed-income securities, it will be subject in varying degrees to the risks of each of these types of securities. For example, a Lifecycle Fund that has a higher percentage allocation to Underlying Funds that invest in equity securities would be more subject to the risks associated with investments in equity securities. For equity securities, those risks include market risk and company risk, as well as foreign investment risk, style risk, growth and value investing risk and small/mid-cap risk. For fixed-income securities, those risks include interest rate risk, income volatility risk, call risk, credit risk, prepayment and extension risk, as well as the special risks of investing in inflation-indexed bonds. The Fund is also subject to asset allocation risk. Because equity securities usually are more volatile than fixed-income securities, the Fund’s overall level of risk should be higher than that of a fund investing

16  Prospectus §TIAA-CREF Lifecycle Funds §Retirement Class

primarily in fixed-income securities, but lower than that of a fund investing primarily in equity securities. Because the Fund’s investment glidepath gradually decreases the Fund’s equity holdings and increases its fixed-income holdings, the Fund’s overall level of risk should gradually decline over time. As with all mutual fund investments, an investor could lose money by investing in this Fund. Please see “Principal Risks of Investing in the Lifecycle Funds” above and “Principal Risks of the Lifecycle Funds and Underlying Funds” below for more information.

          Lifecycle 2035 Fund

          Investment Objective. The Lifecycle 2035 Fund seeks high total return over time through a combination of capital appreciation and income.

          Principal Investment Strategies. The Fund invests primarily in Underlying Funds according to an asset allocation strategy designed for investors planning to retire in or within a few years of 2035. Currently, the Fund expects to allocate approximately 90.0% of its assets to equity Underlying Funds and 10.0% of its assets to fixed-income Underlying Funds. These allocations represent current targets. The target allocations may change over time and actual allocations may vary up to 10% from the current target allocations. Within the equity and fixed-income asset classes, the Fund will then allocate its investments to particular market sectors represented by various Underlying Funds, such as domestic and international within the equity asset class and long- and medium-term and short-term maturities within the fixed-income asset class. These market sector allocations may vary up to 10% from the Fund’s target allocations. The Fund’s market sector target allocations and corresponding Underlying Funds are approximately as follows:

Equity Asset Class
Market Sector	Target Allocation	Underlying Funds
Domestic Equity	67.5%	• Growth Equity Fund
		• Large-Cap Growth Fund
		• Large-Cap Value Fund
		• Small-Cap Equity Fund
International Equity	22.5%	• International Equity Fund
Fixed-Income Asset Class
Market Sector	Target Allocation	Underlying Funds
Long- and Medium-Term Maturity	10.0%	• Bond Fund
		• Bond Plus Fund II
		• Inflation-Linked Bond Fund
		• High-Yield Fund II
Short-Term Maturity	0.0%	• Short-Term Bond Fund II
		• Money Market Fund

          The relative allocations among Underlying Funds within a market sector may be changed at any time without notice to shareholders.

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  17

          Over time, the Fund’s investment glidepath will gradually become more conservative, moving to approximately 50% equity/50% fixed-income in its target retirement year of 2035 and reaching its final allocation of approximately 40% equity/60% fixed-income in 2045. (See “More About the Lifecycle Funds’ Strategy” below for additional information on the Fund’s investment glidepath.)

          Additional or replacement affiliated Underlying Funds for each market sector may be included, as well as additional or replacement market sectors when making future allocations if Advisors believes that such Underlying Funds and/or market sectors are appropriate in light of the Fund’s desired levels of risk and potential return at the particular time. However, if 10% or more of the Fund’s assets are expected to be invested in any Underlying Fund or market sector not listed above, shareholders will receive prior notice of such change. For example, an Underlying Fund may be replaced if another Underlying Fund or Funds is considered to be better representative of a particular market sector than the original Underlying Fund. Similarly, the Fund’s portfolio management team may add a new market sector if it believes that doing so will help the Fund seek its objective.

          The Fund’s indirect holdings in equity securities consist substantially of large-capitalization U.S. stocks, but also consist of holdings of foreign issuers and holdings in the stocks of small and medium-sized U.S. companies. The Fund’s indirect holdings in fixed-income securities are primarily in investment-grade, taxable U.S. Government and corporate bonds, as well as mortgage-backed securities, high-yield (i.e., below investment grade) bonds and inflation-linked bonds.

          The Fund’s benchmark index is a composite of the various benchmark indices of the Underlying Funds. The composite index is created by applying the results of each of the Underlying Fund’s benchmarks in proportion to the Fund’s target allocations.

          For flexibility related to meeting redemptions, paying expenses and making new investments, and as a short-term defensive technique during periods of unusual volatility, the Fund may invest in government securities, short-term instruments, shares of the Money Market Fund or shares of other investment companies, including ETFs. In doing so, the Fund may be successful in avoiding market losses, but may otherwise fail to achieve its investment objective.

          Approximately ten years after the Fund attains its target retirement date, the Board may authorize the merger of the Fund into the Lifecycle Retirement Income Fund or other similar fund. Fund shareholders will receive prior notice of any such merger. The Lifecycle Retirement Income Fund is designed to maintain a stable conservative allocation among the Underlying Funds that may be suitable for shareholders already in or entering retirement. Please see the description of the Lifecycle Retirement Income Fund in this Prospectus for more details on this Fund.

          Principal Risks. Because the assets of the Lifecycle 2035 Fund will normally be allocated among Underlying Funds investing in equity and fixed-income securities, it will be subject in varying degrees to the risks of each of these types of securities. For example, a Lifecycle Fund that has a higher percentage allocation to Underlying Funds that invest in equity securities would be more subject to the

18  Prospectus §TIAA-CREF Lifecycle Funds §Retirement Class

risks associated with investments in equity securities. For equity securities, those risks include market risk and company risk, as well as foreign investment risk, style risk, growth and value investing risk and small/mid-cap risk. For fixed-income securities, those risks include interest rate risk, income volatility risk, call risk, credit risk, prepayment and extension risk, as well as the special risks of investing in inflation-indexed bonds. The Fund is also subject to asset allocation risk. Because equity securities usually are more volatile than fixed-income securities, the Fund’s overall level of risk should be higher than that of a fund investing primarily in fixed-income securities, but lower than that of a fund investing primarily in equity securities. Because the Fund’s investment glidepath gradually decreases the Fund’s equity holdings and increases its fixed-income holdings, the Fund’s overall level of risk should gradually decline over time. As with all mutual fund investments, an investor could lose money by investing in this Fund. Please see “Principal Risks of Investing in the Lifecycle Funds” above and “Principal Risks of the Lifecycle Funds and Underlying Funds” below for more information.

          Lifecycle 2040 Fund

          Investment Objective. The Lifecycle 2040 Fund seeks high total return over time through a combination of capital appreciation and income.

          Principal Investment Strategies. The Fund invests primarily in Underlying Funds according to an asset allocation strategy designed for investors planning to retire in or within a few years of 2040. Currently, the Fund expects to allocate approximately 90.0% of its assets to equity Underlying Funds and 10.0% of its assets to fixed-income Underlying Funds. These allocations represent current targets. The target allocations may change over time and actual allocations may vary up to 10% from the current target allocations. Within the equity and fixed-income asset classes, the Fund will then allocate its investments to particular market sectors represented by various Underlying Funds, such as domestic and international within the equity asset class and long- and medium-term and short-term maturities within the fixed-income asset class. These market sector allocations may vary up to 10% from the Fund’s target allocations. The Fund’s market sector target allocations and corresponding Underlying Funds are approximately as follows:

Equity Asset Class
Market Sector	Target Allocation	Underlying Funds
Domestic Equity	67.5%	• Growth Equity Fund
		• Large-Cap Growth Fund
		• Large-Cap Value Fund
		• Small-Cap Equity Fund
International Equity	22.5%	• International Equity Fund

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  19

Fixed-Income Asset Class
Market Sector	Target Allocation	Underlying Funds
Long- and Medium-Term Maturity	10.0%	• Bond Fund
		• Bond Plus Fund II
		• Inflation-Linked Bond Fund
		• High-Yield Fund II
Short-Term Maturity	0.0%	• Short-Term Bond Fund II
		• Money Market Fund

          The relative allocations among Underlying Funds within a market sector may be changed at any time without notice to shareholders.

          Over time, the Fund’s investment glidepath will gradually become more conservative, moving to approximately 50% equity/50% fixed-income in its target retirement year of 2040 and reaching its final allocation of approximately 40% equity/60% fixed-income in 2050. (See “More About the Lifecycle Funds’ Strategy” below for additional information on the Fund’s investment glidepath.)

          Additional or replacement affiliated Underlying Funds for each market sector may be included, as well as additional or replacement market sectors when making future allocations if Advisors believes that such Underlying Funds and/or market sectors are appropriate in light of the Fund’s desired levels of risk and potential return at the particular time. However, if 10% or more of the Fund’s assets are expected to be invested in any Underlying Fund or market sector not listed above, shareholders will receive prior notice of such change. For example, an Underlying Fund may be replaced if another Underlying Fund or Funds is considered to be better representative of a particular market sector than the original Underlying Fund. Similarly, the Fund’s portfolio management team may add a new market sector if it believes that doing so will help the Fund seek its objective.

          The Fund’s indirect holdings in equity securities consist substantially of large-capitalization U.S. stocks, but also consist of holdings of foreign issuers and holdings in the stocks of small and medium-sized U.S. companies. The Fund’s indirect holdings in fixed-income securities are primarily in investment-grade, taxable U.S. Government and corporate bonds, as well as mortgage-backed securities, high-yield (i.e., below investment grade) bonds and inflation-linked bonds.

          The Fund’s benchmark index is a composite of the various benchmark indices of the Underlying Funds. The composite index is created by applying the results of each of the Underlying Fund’s benchmarks in proportion to the Fund’s target allocations.

          For flexibility related to meeting redemptions, paying expenses and making new investments, and as a short-term defensive technique during periods of unusual volatility, the Fund may invest in government securities, short-term instruments, shares of the Money Market Fund or shares of other investment companies, including ETFs. In doing so, the Fund may be successful in avoiding market losses, but may otherwise fail to achieve its investment objective.

20  Prospectus §TIAA-CREF Lifecycle Funds §Retirement Class

          Approximately ten years after the Fund attains its target retirement date, the Board may authorize the merger of the Fund into the Lifecycle Retirement Income Fund or other similar fund. Fund shareholders will receive prior notice of any such merger. The Lifecycle Retirement Income Fund is designed to maintain a stable conservative allocation among the Underlying Funds that may be suitable for shareholders already in or entering retirement. Please see the description of the Lifecycle Retirement Income Fund in this Prospectus for more details on this Fund.

          Principal Risks. Because the assets of the Lifecycle 2040 Fund will normally be allocated among Underlying Funds investing in equity and fixed-income securities, it will be subject in varying degrees to the risks of each of these types of securities. For example, a Lifecycle Fund that has a higher percentage allocation to Underlying Funds that invest in equity securities would be more subject to the risks associated with investments in equity securities. For equity securities, those risks include market risk and company risk, as well as foreign investment risk, style risk, growth and value investing risk and small/mid-cap risk. For fixed-income securities, those risks include interest rate risk, income volatility risk, call risk, credit risk, prepayment and extension risk, as well as the special risks of investing in inflation-indexed bonds. The Fund is also subject to asset allocation risk. Because equity securities usually are more volatile than fixed-income securities, the Fund’s overall level of risk should be higher than that of a fund investing primarily in fixed-income securities, but lower than that of a fund investing primarily in equity securities. Because the Fund’s investment glidepath gradually decreases the Fund’s equity holdings and increases its fixed-income holdings, the Fund’s overall level of risk should gradually decline over time. As with all mutual fund investments, an investor could lose money by investing in this Fund. Please see “Principal Risks of Investing in the Lifecycle Funds” above and “Principal Risks of the Lifecycle Funds and Underlying Funds” below for more information.

         Lifecycle 2045 Fund

          Investment Objective. The Lifecycle 2045 Fund seeks high total return over time through a combination of capital appreciation and income.

          Principal Investment Strategies. The Fund invests primarily in Underlying Funds according to an asset allocation strategy designed for investors planning to retire in or within a few years of 2045. Currently, the Fund expects to allocate approximately 90.0% of its assets to equity Underlying Funds and 10.0% of its assets to fixed-income Underlying Funds. These allocations represent current targets. The target allocations may change over time and actual allocations may vary up to 10% from the current target allocations. Within the equity and fixed-income asset classes, the Fund will then allocate its investments to particular market sectors represented by various Underlying Funds, such as domestic and international within the equity asset class and long- and medium-term and short-term maturities within the fixed-income asset class. These market sector allocations may vary up to 10% from the Fund’s target allocations. The Fund’s market sector target allocations and corresponding Underlying Funds are approximately as follows:

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  21

Equity Asset Class
Market Sector	Target Allocation	Underlying Funds
Domestic Equity	67.5%	• Growth Equity Fund
		• Large-Cap Growth Fund
		• Large-Cap Value Fund
		• Small-Cap Equity Fund
International Equity	22.5%	• International Equity Fund
Fixed-Income Asset Class
Market Sector	Target Allocation	Underlying Funds
Long- and Medium-Term Maturity	10.0%	• Bond Fund
		• Bond Plus Fund II
		• Inflation-Linked Bond Fund
		• High-Yield Fund II
Short-Term Maturity	0.0%	• Short-Term Bond Fund II
		• Money Market Fund

          The relative allocations among Underlying Funds within a market sector may be changed at any time without notice to shareholders.

          Over time, the Fund’s investment glidepath will gradually become more conservative, moving to approximately 50% equity/50% fixed-income in its target retirement year of 2045 and reaching its final allocation of approximately 40% equity/60% fixed-income in 2055. (See “More About the Lifecycle Funds’ Strategy” below for additional information on the Fund’s investment glidepath.)

          Additional or replacement affiliated Underlying Funds for each market sector may be included, as well as additional or replacement market sectors when making future allocations if Advisors believes that such Underlying Funds and/or market sectors are appropriate in light of the Fund’s desired levels of risk and potential return at the particular time. However, if 10% or more of the Fund’s assets are expected to be invested in any Underlying Fund or market sector not listed above, shareholders will receive prior notice of such change. For example, an Underlying Fund may be replaced if another Underlying Fund or Funds is considered to be better representative of a particular market sector than the original Underlying Fund. Similarly, the Fund’s portfolio management team may add a new market sector if it believes that doing so will help the Fund seek its objective.

          The Fund’s indirect holdings in equity securities consist substantially of large-capitalization U.S. stocks, but also consist of holdings of foreign issuers and holdings in the stocks of small- and medium-sized U.S. companies. The Fund’s indirect holdings in fixed-income securities are primarily in investment-grade, taxable U.S. Government and corporate bonds, as well as mortgage-backed securities, high-yield (i.e., below investment-grade) bonds and inflation-linked bonds.

          The Fund’s benchmark index is a composite of the various benchmark indices of the Underlying Funds. The composite index is created by applying the results of

22  Prospectus § TIAA-CREF Lifecycle Funds § Retirement Class

each of the Underlying Fund’s benchmarks in proportion to the Fund’s target allocations.

          For flexibility related to meeting redemptions, paying expenses and making new investments, and as a short-term defensive technique during periods of unusual volatility, the Fund may invest in government securities, short-term instruments, shares of the Money Market Fund or shares of other investment companies, including ETFs. In doing so, the Fund may be successful in avoiding market losses, but may otherwise fail to achieve its investment objective.

          Approximately ten years after the Fund attains its target retirement date, the Board may authorize the merger of the Fund into the Lifecycle Retirement Income Fund or other similar fund. Fund shareholders will receive prior notice of any such merger. The Lifecycle Retirement Income Fund is designed to maintain a stable conservative allocation among the Underlying Funds that may be suitable for shareholders already in or entering retirement. Please see the description of the Lifecycle Retirement Income Fund in this Prospectus for more details on this Fund.

          Principal Risks. Because the assets of the Lifecycle 2045 Fund will normally be allocated among Underlying Funds investing in equity and fixed-income securities, it will be subject in varying degrees to the risks of each of these types of securities. For example, a Lifecycle Fund that has a higher percentage allocation to Underlying Funds that invest in equity securities would be more subject to the risks associated with investments in equity securities. For equity securities, those risks include market risk and company risk, as well as foreign investment risk, style risk, growth and value investing risk and small/mid-cap risk. For fixed-income securities, those risks include interest rate risk, income volatility risk, call risk, credit risk, prepayment and extension risk, as well as the special risks of investing in inflation-indexed bonds. The Fund is also subject to asset allocation risk. Because equity securities usually are more volatile than fixed-income securities, the Fund’s overall level of risk should be higher than that of a fund investing primarily in fixed-income securities, but lower than that of a fund investing primarily in equity securities. Because the Fund’s investment glidepath gradually decreases the Fund’s equity holdings and increases its fixed-income holdings, the Fund’s overall level of risk should gradually decline over time. As with all mutual fund investments, an investor could lose money by investing in this Fund. Please see “Principal Risks of Investing in the Lifecycle Funds” above and “Principal Risks of the Lifecycle Funds and Underlying Funds” below for more information.

         Lifecycle 2050 Fund

          Investment Objective. The Lifecycle 2050 Fund seeks high total return over time through a combination of capital appreciation and income.

          Principal Investment Strategies. The Fund invests primarily in Underlying Funds according to an asset allocation strategy designed for investors planning to retire in or within a few years of 2050. Currently, the Fund expects to allocate approximately 90.0% of its assets to equity Underlying Funds and 10.0% of its assets to fixed-income Underlying Funds. These allocations represent current targets.

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  23

The target allocations may change over time and actual allocations may vary up to 10% from the current target allocations. Within the equity and fixed-income asset classes, the Fund will then allocate its investments to particular market sectors represented by various Underlying Funds, such as domestic and international within the equity asset class and long-and medium-term and short-term maturities within the fixed-income asset class. These market sector allocations may vary up to 10% from the Fund’s target allocations. The Fund’s market sector target allocations and corresponding Underlying Funds are approximately as follows:

Equity Asset Class
Market Sector	Target Allocation	Underlying Funds
Domestic Equity	67.5%	• Growth Equity Fund
		• Large-Cap Growth Fund
		• Large-Cap Value Fund
		• Small-Cap Equity Fund
International Equity	22.5%	• International Equity Fund
Fixed-Income Asset Class
Market Sector	Target Allocation	Underlying Funds
Long- and Medium-Term Maturity	10.0%	• Bond Fund
		• Bond Plus Fund II
		• Inflation-Linked Bond Fund
		• High-Yield Fund II
Short-Term Maturity	0.0%	• Short-Term Bond Fund II
		• Money Market Fund

          The relative allocations among Underlying Funds within a market sector may be changed at any time without notice to shareholders.

          Over time, the Fund’s investment glidepath will gradually become more conservative, moving to approximately 50% equity/50% fixed-income in its target retirement year of 2050 and reaching its final allocation of approximately 40% equity/60% fixed-income in 2060. (See “More About the Lifecycle Funds’ Strategy” below for additional information on the Fund’s investment glidepath.)

          Additional or replacement affiliated Underlying Funds for each market sector may be included, as well as additional or replacement market sectors when making future allocations if Advisors believes that such Underlying Funds and/or market sectors are appropriate in light of the Fund’s desired levels of risk and potential return at the particular time. However, if 10% or more of the Fund’s assets are expected to be invested in any Underlying Fund or market sector not listed above, shareholders will receive prior notice of such change. For example, an Underlying Fund may be replaced if another Underlying Fund or Funds is considered to be better representative of a particular market sector than the original Underlying Fund. Similarly, the Fund’s portfolio management team may add a new market sector if it believes that doing so will help the Fund seek its objective.

24  Prospectus § TIAA-CREF Lifecycle Funds § Retirement Class

          The Fund’s indirect holdings in equity securities consist substantially of large-capitalization U.S. stocks, but also consist of holdings of foreign issuers and holdings in the stocks of small- and medium-sized U.S. companies. The Fund’s indirect holdings in fixed-income securities are primarily in investment-grade, taxable U.S. Government and corporate bonds, as well as mortgage-backed securities, high-yield (i.e., below investment-grade) bonds and inflation-linked bonds.

          The Fund’s benchmark index is a composite of the various benchmark indices of the Underlying Funds. The composite index is created by applying the results of each of the Underlying Fund’s benchmarks in proportion to the Fund’s target allocations.

          For flexibility related to meeting redemptions, paying expenses and making new investments, and as a short-term defensive technique during periods of unusual volatility, the Fund may invest in government securities, short-term instruments, shares of the Money Market Fund or shares of other investment companies, including ETFs. In doing so, the Fund may be successful in avoiding market losses, but may otherwise fail to achieve its investment objective.

          Approximately ten years after the Fund attains its target retirement date, the Board may authorize the merger of the Fund into the Lifecycle Retirement Income Fund or other similar fund. Fund shareholders will receive prior notice of any such merger. The Lifecycle Retirement Income Fund is designed to maintain a stable conservative allocation among the Underlying Funds that may be suitable for shareholders already in or entering retirement. Please see the description of the Lifecycle Retirement Income Fund in this Prospectus for more details on this Fund.

          Principal Risks. Because the assets of the Lifecycle 2050 Fund will normally be allocated among Underlying Funds investing in equity and fixed-income securities, it will be subject in varying degrees to the risks of each of these types of securities. For example, a Lifecycle Fund that has a higher percentage allocation to Underlying Funds that invest in equity securities would be more subject to the risks associated with investments in equity securities. For equity securities, those risks include market risk and company risk, as well as foreign investment risk, style risk, growth and value investing risk and small/mid-cap risk. For fixed-income securities, those risks include interest rate risk, income volatility risk, call risk, credit risk, prepayment and extension risk, as well as the special risks of investing in inflation-indexed bonds. The Fund is also subject to asset allocation risk. Because equity securities usually are more volatile than fixed-income securities, the Fund’s overall level of risk should be higher than that of a fund investing primarily in fixed-income securities, but lower than that of a fund investing primarily in equity securities. Because the Fund’s investment glidepath gradually decreases the Fund’s equity holdings and increases its fixed-income holdings, the Fund’s overall level of risk should gradually decline over time. As with all mutual fund investments, an investor could lose money by investing in this Fund. Please see “Principal Risks of Investing in the Lifecycle Funds” above and “Principal Risks of the Lifecycle Funds and Underlying Funds” below for more information.

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  25

         Lifecycle Retirement Income Fund

          Investment Objective. The Lifecycle Retirement Income Fund seeks high total return over time primarily through income, with a secondary emphasis on capital appreciation.

          Principal Investment Strategies. The Fund invests primarily in Underlying Funds according to a fixed, more conservative asset allocation strategy designed for investors who are already in or entering retirement. Currently, the Fund pursues this objective by investing in a diversified portfolio consisting of approximately 40% stocks and 60% bonds. The Fund expects to allocate approximately 40.0% of its assets to equity Underlying Funds and 60.0% of its assets to fixed-income Underlying Funds. These allocations represent current targets. The target allocations may change over time and actual allocations may vary up to 10% from the current target allocations. Within the equity and fixed-income asset classes, the Fund will then allocate its investments to particular market sectors represented by various Underlying Funds, such as domestic and international within the equity asset class and long- and medium-term and short-term maturities within the fixed-income asset class. These market sector allocations may vary up to 10% from the Fund’s target allocations. The Fund’s market sector target allocations and corresponding Underlying Funds are approximately as follows:

Equity Asset Class
Market Sector	Target Allocation	Underlying Funds
Domestic Equity	30.0%	• Growth Equity Fund
		• Large-Cap Growth Fund
		• Large-Cap Value Fund
		• Small-Cap Equity Fund
International Equity	10.0%	• International Equity Fund
Fixed-Income Asset Class
Market Sector	Target Allocation	Underlying Funds
Long- and Medium-Term Maturity	51.0%	• Bond Fund
		• Bond Plus Fund II
		• Inflation-Linked Bond Fund
		• High-Yield Fund II
Short-Term Maturity	9.0%	• Short-Term Bond Fund II
		• Money Market Fund

          The relative allocations among Underlying Funds within a market sector may be changed at any time without notice to shareholders.

          Additional or replacement affiliated Underlying Funds for each market sector may be included, as well as additional or replacement market sectors when making future allocations if Advisors believes that such Underlying Funds and/or market sectors are appropriate in light of the Fund’s desired levels of risk and potential return at the particular time. However, if 10% or more of the Fund’s assets are expected to be invested in any Underlying Fund or market sector not listed above,

26  Prospectus § TIAA-CREF Lifecycle Funds § Retirement Class

shareholders will receive prior notice of such change. For example, an Underlying Fund may be replaced if another Underlying Fund or Funds is considered to be better representative of a particular market sector than the original Underlying Fund. Similarly, the Fund’s portfolio management team may add a new market sector if it believes that doing so will help the Fund seek its objective.

          The Fund’s indirect holdings in equity securities consist substantially of large-capitalization U.S. stocks, but also consist of holdings of foreign issuers and holdings in the stocks of small- and medium-sized U.S. companies. The Fund’s indirect holdings in fixed-income securities are primarily in investment-grade, taxable U.S. Government and corporate bonds, as well as mortgage-backed securities, high-yield (i.e., below investment-grade) bonds and inflation-linked bonds.

          The Fund’s benchmark index is a composite of the various benchmark indices of the Underlying Funds. The composite index is created by applying the results of each of the Underlying Fund’s benchmarks in proportion to the Fund’s target allocations.

          For flexibility related to meeting redemptions, paying expenses and making new investments, and as a short-term defensive technique during periods of unusual volatility, the Fund may invest in government securities, short-term instruments, shares of the Money Market Fund or shares of other investment companies, including ETFs. In doing so, the Fund may be successful in avoiding market losses, but may otherwise fail to achieve its investment objective.

          Approximately ten years after each of the other Lifecycle Funds attains its respective target retirement date, the Board may authorize its merger into the Lifecycle Retirement Income Fund or other similar fund.

          Principal Risks. Because the assets of the Lifecycle Retirement Income Fund will normally be allocated among Underlying Funds investing in equity and fixed-income securities, it will be subject in varying degrees to the risks of each of these types of securities. For example, a Lifecycle Fund that has a higher percentage allocation to Underlying Funds that invest in fixed-income securities would be more subject to the risks associated with investments in fixed-income securities. For fixed-income securities, those risks include interest rate risk, income volatility risk, call risk, credit risk, prepayment and extension risk, as well as the special risks of investing in inflation-indexed bonds. For equity securities, those risks include market risk and company risk, as well as foreign investment risk, style risk, growth and value investing risk and small/mid-cap risk. The Fund is also subject to asset allocation risk. Because equity securities usually are more volatile than fixed-income securities, the Fund’s overall level of risk should be higher than that of a fund investing primarily in fixed-income securities, but lower than that of a fund investing primarily in equity securities. As with all mutual fund investments, an investor could lose money by investing in this Fund. Please see “Principal Risks of Investing in the Lifecycle Funds” above and “Principal Risks of the Lifecycle Funds and Underlying Funds” below for more information.

TIAA-CREF Lifecycle Funds § Retirement Class §  Prospectus  27

PAST PERFORMANCE

          The bar charts and performance tables help illustrate some of the risks of investing in the Retirement Class of the Lifecycle Funds, and how investment performance varies. The bar charts show the performance of the Retirement Class of each Lifecycle Fund, before taxes, in each full calendar year since inception (i.e., the annual total returns). Below each chart, the best and worst returns for a calendar quarter since inception of the Retirement Class of the particular Lifecycle Fund are noted.

          The performance table following the charts shows the average annual total returns of the Retirement Class of each Lifecycle Fund (before and after taxes) over the one-year and since inception periods ended December 31, 2007 and how those returns compare to those of broad-based securities market indices and a composite index based on the Fund’s target allocations.

          The performance returns included in the bar charts and performance table for the periods shown below reflect previous agreements by Advisors to reimburse certain Lifecycle Funds and Underlying Funds for certain “other expenses” and to waive some of their management fees. Without these waivers and reimbursements, the returns of the Retirement Class of the Lifecycle Funds would have been lower. How the Retirement Class of the Lifecycle Funds have performed in the past is not necessarily an indication of how they will perform in the future.

          Performance information is not available for the Lifecycle 2045, 2050 and Retirement Income Funds because these Funds have recently commenced operations. Once these Funds have completed one calendar year of operations, their performance information will be included in the Prospectus.

          The benchmarks and indices listed below are unmanaged, and you cannot invest directly in an index. The Underlying Funds’ benchmarks are used to formulate a composite benchmark for each Lifecycle Fund, based on the Lifecycle Funds’ target allocations among the Underlying Funds. The use of a particular benchmark by an Underlying Fund or a composite index by a Lifecycle Fund is not a fundamental policy and can be changed without shareholder approval. The Lifecycle Funds will notify you if such a change is made.

28  Prospectus § TIAA-CREF Lifecycle Funds § Retirement Class

AVERAGE ANNUAL TOTAL RETURNS—RETIREMENT CLASS SHARES (%)

Lifecycle 2010 Fund

Best quarter: 3.78%, for the quarter ended September 30, 2006. Worst quarter: –1.94%, for the quarter ended March 31, 2005.

Lifecycle 2015 Fund

Best quarter: 4.06%, for the quarter ended December 31, 2006. Worst quarter: –2.12%, for the quarter ended March 31, 2005.

Lifecycle 2020 Fund

Best quarter: 4.44%, for the quarter ended December 31, 2006. Worst quarter: –2.02%, for the quarter ended March 31, 2005.

Lifecycle 2025 Fund

Best quarter: 4.87%, for the quarter ended December 31, 2006. Worst quarter: –2.11%, for the quarter ended March 31, 2005.

TIAA-CREF Lifecycle Funds §Retirement Class §Prospectus29

AVERAGE ANNUAL TOTAL RETURNS—RETIREMENT CLASS SHARES (%) (concluded)

Lifecycle 2030 Fund

Best quarter: 5.29%, for the quarter ended December 31, 2006. Worst quarter: –2.68%, for the quarter ended March 31, 2005.

Lifecycle 2035 Fund

Best quarter: 5.65%, for the quarter ended December 31, 2006. Worst quarter: –2.49%, for the quarter ended March 31, 2005.

Lifecycle 2040 Fund

Best quarter: 6.01%, for the quarter ended December 31, 2006. Worst quarter: –2.86%, for the quarter ended March 31, 2005.

30  Prospectus §TIAA-CREF Lifecycle Funds §Retirement Class

AVERAGE ANNUAL TOTAL RETURNS
FOR THE RETIREMENT CLASS OF THE LIFECYCLE FUNDS

(Before and After Taxes)

	January 1, 2007 to December 31, 2007		Since Inception (October 15, 2004 to December 31, 2007		)1
Lifecycle 2010 Fund
Returns Before Taxes	9.20	%	8.89	%
Returns After Taxes on Distributions	8.13	%	7.78	%
Returns After Taxes on Distributions and Sale of Fund Shares	6.17	%	7.05	%
Lehman Brothers U.S. Aggregate Index	6.97	%	4.39	%
S&P 500® Index2	5.49	%	11.22	%
Lifecycle 2010 Fund Composite Index3	7.32	%	8.81	%
Lifecycle 2015 Fund
Returns Before Taxes	9.46	%	9.63	%
Returns After Taxes on Distributions	8.46	%	8.51	%
Returns After Taxes on Distributions and Sale of Fund Shares	6.37	%	7.70	%
S&P 500® Index2	5.49	%	11.22	%
Lehman Brothers U.S. Aggregate Index	6.97	%	4.39	%
Lifecycle 2015 Fund Composite Index3	7.27	%	9.48	%
Lifecycle 2020 Fund
Returns Before Taxes	9.22	%	10.09	%
Returns After Taxes on Distributions	8.22	%	8.98	%
Returns After Taxes on Distributions and Sale of Fund Shares	6.25	%	8.11	%
S&P 500® Index2	5.49	%	11.22	%
Lehman Brothers U.S. Aggregate Index	6.97	%	4.39	%
Lifecycle 2020 Fund Composite Index3	6.89	%	9.84	%
Lifecycle 2025 Fund
Returns Before Taxes	9.33	%	10.59	%
Returns After Taxes on Distributions	8.39	%	9.47	%
Returns After Taxes on Distributions and Sale of Fund Shares	6.32	%	8.54	%
S&P 500® Index2	5.49	%	11.22	%
Lehman Brothers U.S. Aggregate Index	6.97	%	4.39	%
Lifecycle 2025 Fund Composite Index3	6.62	%	10.24	%

TIAA-CREF Lifecycle Funds §Retirement Class §Prospectus31

AVERAGE ANNUAL TOTAL RETURNS
FOR THE RETIREMENT CLASS OF THE LIFECYCLE FUNDS	(concluded)

(Before and After Taxes)

	January 1, 2007 to December 31, 2007		Since Inception (October 15, 2004 to December 31, 2007		)1
Lifecycle 2030 Fund
Returns Before Taxes	9.39	%	11.00	%
Returns After Taxes on Distributions	8.47	%	9.90	%
Returns After Taxes on Distributions and Sale of Fund Shares	6.39	%	8.92	%
S&P 500® Index2	5.49	%	11.22	%
Lehman Brothers U.S. Aggregate Index	6.97	%	4.39	%
Lifecycle 2030 Fund Composite Index3	6.43	%	10.67	%
Lifecycle 2035 Fund
Returns Before Taxes	9.71	%	11.57	%
Returns After Taxes on Distributions	8.82	%	10.46	%
Returns After Taxes on Distributions and Sale of Fund Shares	6.58	%	9.42	%
S&P 500® Index2	5.49	%	11.22	%
Lehman Brothers U.S. Aggregate Index	6.97	%	4.39	%
Lifecycle 2035 Fund Composite Index3	6.50	%	11.18	%
Lifecycle 2040 Fund
Returns Before Taxes	10.28	%	12.22	%
Returns After Taxes on Distributions	9.42	%	11.09	%
Returns After Taxes on Distributions and Sale of Fund Shares	6.93	%	9.98	%
S&P 500® Index2	5.49	%	11.22	%
Lehman Brothers U.S. Aggregate Index	6.97	%	4.39	%
Lifecycle 2040 Fund Composite Index3	6.75	%	11.74	%

Current performance of the Lifecycle Funds’ Retirement Class shares may be higher or lower than that shown above. For current performance information of the Retirement Class including performance to the most recent month-end, please visit www.tiaa-cref.org, or call 800 842-2776.
1	The Retirement Class of these Lifecycle Funds began investment operations prior to its inception date (the date on which the class became publicly available). The performance shown is computed from the inception date of the class. Previously, performance for this class was computed from the net asset value per share on the day prior to the inception date.
2	S&P 500 is a registered trademark and service mark of the McGraw-Hill Companies, Inc.
3	Each Lifecycle Fund’s composite index performance is a weighted average of the performance of the benchmark indices for the Underlying Funds in which the Lifecycle Fund is invested, weighted according to the Lifecycle Fund’s target asset allocation among the various Underlying Funds during that period. The following is the benchmark index of each Underlying Fund, grouped by market sector: Domestic Equity—Russell 1000 Growth Index (Growth Equity and Large-Cap Growth Funds), Russell 1000 Value Index (Large-Cap Value Fund), and Russell 2000 Index (Small-Cap Equity Fund); International Equity—MSCI EAFE Index (International Equity Fund); Long- and Medium-Term Maturity—Lehman Brothers U.S. Aggregate Index (Bond and Bond Plus Funds), Lehman Brothers U.S.Treasury Inflation-Protected Securities Index (Inflation-Linked Bond Fund), Merrill Lynch BB/B Cash Pay Issuer Constrained Index (High-Yield Fund II); Short-Term Maturity—Lehman Brothers U.S. Government/Credit (1-5 year) Index (Short-Term Bond Fund II) and iMoneyNet Money Fund Report Average—All Taxable (Money Market Fund). Russell 1000 and Russell 2000 are trademarks and service marks of the Russell Investment Group. TIAA-CREF products are not promoted or sponsored by, or affiliated with, the Russell Investment Group. EAFE is a trademark of Morgan Stanley Capital International, Inc.

32  Prospectus §TIAA-CREF Lifecycle Funds §Retirement Class

          The Lehman Brothers U.S. Aggregate Index (the “Lehman Aggregate Index”) represents the U.S. investment-grade fixed-rate bond market, including government and corporate bonds, agency mortgage pass-through securities, asset-backed securities and commercial mortgage-backed securities. The Standard & Poor’s 500 Index (“S&P 500 Index”) is a market-capitalization weighted index of the 500 leading companies in leading industries of the U.S. economy.

          See “Summary Information About the Underlying Funds” below for a description of each of the indices that comprises the Funds’ composite indices.

          After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect during the periods shown, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown.

          The after-tax returns shown are not relevant to investors in Retirement Class shares who hold their shares through tax-deferred arrangements such as 401(a), 401(k) or 403(b) plans or IRAs.

          The benchmark indices reflect no deductions for fees, expenses or taxes.

FEES AND EXPENSES

          The tables on this page describe the fees and expenses that you may pay if you buy and hold Retirement Class shares of a Lifecycle Fund. Retirement Class shares of each Lifecycle Fund indirectly bear a pro rata share of fees and expenses incurred by the Underlying Funds in which the Lifecycle Fund invests, which are disclosed below.

SHAREHOLDER FEES (deducted directly from gross amount of transaction)

	Retirement Class
Maximum Sales Charge Imposed on Purchases (percentage of offering price)	0	%
Maximum Deferred Sales Charge	0	%
Maximum Sales Charge Imposed on Reinvested Dividends and Other Distributions	0	%
Redemption Fee	0	%
Exchange Fee	0	%
Maximum Account Fee	0	%

TIAA-CREF Lifecycle Funds §Retirement Class §Prospectus33

ANNUAL FUND OPERATING EXPENSES

RETIREMENT CLASS	Management Fees	Distribution (12b-1) Fees1	Other Expenses		Acquired Fund Fees and Expenses3	Total Annual Fund Operating Expenses	Waivers and Expense Reimburse- ments4	Net Annual Fund Operating Expenses
Lifecycle 2010 Fund	0.10%	0.00%	0.38%		0.37%	0.85%	0.23%	0.62%
Lifecycle 2015 Fund	0.10%	0.00%	0.39%		0.38%	0.87%	0.24%	0.63%
Lifecycle 2020 Fund	0.10%	0.00%	0.40%		0.38%	0.88%	0.25%	0.63%
Lifecycle 2025 Fund	0.10%	0.00%	0.43%		0.39%	0.92%	0.28%	0.64%
Lifecycle 2030 Fund	0.10%	0.00%	0.45%		0.39%	0.94%	0.30%	0.64%
Lifecycle 2035 Fund	0.10%	0.00%	0.50%		0.40%	1.00%	0.35%	0.65%
Lifecycle 2040 Fund	0.10%	0.00%	0.47%		0.40%	0.97%	0.32%	0.65%
Lifecycle 2045 Fund	0.10%	0.00%	4.71%	2	0.40%	5.21%	4.56%	0.65%
Lifecycle 2050 Fund	0.10%	0.00%	4.71%	2	0.40%	5.21%	4.56%	0.65%
Lifecycle Retirement Income Fund	0.10%	0.00%	1.01%	2	0.36%	1.47%	0.86%	0.61%

1	The Retirement Class has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act that permits the Funds to reimburse Teachers Personal Investors Services, Inc. (“TPIS”), a subsidiary of TIAA and principal underwriter of the funds, for certain promotional expenses of selling Retirement Class shares in an amount up to 0.05% of the net asset value of the shares on an annual basis. However, TPIS has contractually agreed not to seek any reimbursements under the Plan through at least April 30, 2009 with respect to the Lifecycle 2045, 2050 and Retirement Income Funds and January 31, 2009 for the other Lifecycle Funds. Thus, no Distribution (12b-1) Fees are shown.
2	Other Expenses for these Funds are estimates for the fiscal year ending September 30, 2008.
3	“Acquired Fund Fees and Expenses” are the Funds’ proportionate amount of the expenses of the Underlying Funds in which they invest. These expenses are not paid directly by Fund shareholders. Instead, Fund shareholders bear these expenses indirectly because they reduce the performance of the Underlying Funds in which the Funds invest. Each Fund’s “Acquired Fund Fees and Expenses” are based on the Fund’s allocations as of September 30, 2007 (except for the Lifecycle 2045, 2050 and Retirement Income Funds, which are new); however, because of changes to the Underlying Funds’ expense reimbursement arrangements that take effect on February 1, 2008, their expenses are estimated based on these new arrangements, and not on the Underlying Funds’ historical expenses.
4	Advisors has contractually agreed to waive its 0.10% management fee on each Lifecycle Fund through at least April 30, 2009 with respect to the Lifecycle 2045 and 2050 and Retirement Income Funds and January 31, 2009 for the other Lifecycle Funds. In addition, Advisors has contracted to reimburse the Funds for all of the “Other Expenses” of the Retirement Class (except for the 0.25% fee for services provided in connection with the offering of this class on retirement and other platforms) through April 30, 2009 with respect to the Lifecycle 2045, 2050 and Retirement Income Funds and January 31, 2009 for the other Lifecycle Funds.

          Example

          The following example is intended to help you compare the cost of investing in the Retirement Class of the Lifecycle Funds with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in a Fund for the time period indicated and then redeem all of your shares at the end of that period. The example also assumes that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same. It is based on the net annual operating expenses described in the fee table, including the weighted average of the operating expenses of the Underlying Funds. The table assumes that there are no waivers or reimbursements in place on the Lifecycle Funds after April 30, 2009 with respect to the Lifecycle 2045 and 2050 and Retirement Income Funds and January 31, 2009 for the other Lifecycle Funds, or the Underlying Funds after January 31, 2009. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

34  Prospectus § TIAA-CREF Lifecycle Funds § Retirement Class

RETIREMENT CLASS	1 Year	3 Years	5 Years	10 Years
Lifecycle 2010 Fund	$63	$253	$458	$1,049
Lifecycle 2015 Fund	$64	$258	$468	$1,072
Lifecycle 2020 Fund	$64	$260	$472	$1,083
Lifecycle 2025 Fund	$65	$270	$491	$1,127
Lifecycle 2030 Fund	$65	$274	$500	$1,149
Lifecycle 2035 Fund	$66	$290	$527	$1,214
Lifecycle 2040 Fund	$61	$281	$514	$1,182
Lifecycle 2045 Fund	$66	$708	N/A	N/A
Lifecycle 2050 Fund	$66	$708	N/A	N/A
Lifecycle Retirement Income Fund	$62	$296	N/A	N/A

ADDITIONAL INFORMATION ABOUT
INVESTMENT STRATEGIES AND RISKS

MORE ABOUT THE LIFECYCLE FUNDS’ STRATEGY

          General Information About the Lifecycle Funds

          This Prospectus describes the Retirement Class shares of ten Lifecycle Funds, which are part of a sub-family of funds of the forty-two funds offered by the Trust. Each Lifecycle Fund is a separate investment portfolio or mutual fund, and has its own investment objective, investment strategies, restrictions and associated risks. An investor should consider each Lifecycle Fund separately to determine if it is an appropriate investment. Allocations for the Lifecycle Funds are based on historical risk/return characteristics. If an asset class, market sector or underlying Fund should perform in a fashion that varies from historical characteristics, then the allocations may not achieve the intended risk/return characteristics. The investment objective of each Lifecycle Fund, the investment strategies by which it seeks its objective, and those investment restrictions not specifically designated as fundamental may be changed by the Board of Trustees of the Trust without shareholder approval. Certain investment restrictions described in the Statement of Additional Information (“SAI”) are fundamental and may only be changed with shareholder approval. Each Lifecycle Fund is diversified under the Investment Company Act of 1940, as amended (“1940 Act”).

          Investment Glidepath and Target Allocations

          The investment glidepath for each Lifecycle Fund (except the Retirement Income Fund) will gradually become more conservative (i.e, move from investment in Underlying Funds that invest in equity securities to Underlying Funds that invest in fixed-income securities) over time as the target retirement date of the Lifecycle Fund approaches and is passed. The following chart shows how the investment glidepath for each Lifecycle Fund is expected to gradually move the Fund’s target allocations over time between the equity and fixed-income asset

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  35

classes. The actual asset allocations of any particular Lifecycle Fund may differ from this chart.

TIAA-CREF LIFECYCLE FUNDS’ INVESTMENT GLIDEPATH

         Future Potential Investments

          A portion of each Lifecycle Fund may be invested in certain annuity or other contracts issued by Teachers Insurance and Annuity Association of America (“TIAA”), to the extent that it is determined that they are appropriate in light of the Funds’ desired levels of risk and potential return at the particular time, and provided that the Funds have received the necessary exemptive relief from the SEC.

         Rebalancing

          In order to maintain its target allocations, each of the Lifecycle Funds will invest incoming monies from share purchases to underweighted Underlying Funds. If cash flows are not sufficient to reestablish the prescribed target allocation for a particular Lifecycle Fund, the Fund will typically rebalance its allocation among the Underlying Funds by buying and selling Underlying Fund shares. To minimize the amount of disruption to the Funds’ portfolios, rebalancings, reallocations or adjustments to the investment glidepath may occur gradually depending on Advisors’ assessment of, among other things, fund flows and market conditions.

36  Prospectus § TIAA-CREF Lifecycle Funds § Retirement Class

SUMMARY INFORMATION ABOUT THE UNDERLYING FUNDS

          The following is a summary of the objectives and principal investment strategies of the Underlying Funds in which the Lifecycle Funds may invest, along with a description of their benchmark indices, which make up the Lifecycle Funds’ composite indices. For a discussion of the risks associated with these investments, see the “Principal Risks of the Lifecycle Funds and Underlying Funds” section. For a more detailed discussion of the investment strategies and risks of the Underlying Funds, see the Prospectus for the Institutional Class of the TIAA-CREF Institutional Mutual Funds at www.tiaa-cref.org/prospectuses.

Fund	Investment Objective and Strategies/Benchmark
Growth Equity Fund	Seeks a favorable long-term return, mainly through capital appreciation, primarily from equity securities. Under normal circumstances, the Fund will invest primarily in equity securities that Advisors believes present the opportunity for growth. The Fund’s benchmark is the Russell 1000® Growth Index, a subset of the Russell 1000® Index.The Russell 1000® Index represents the top 1,000 U.S. equity securities in market capitalization, and the Russell 1000® Growth Index represents securities within the Russell 1000® Index that have higher relative forecasted growth rates and price/book ratios.
Large-Cap Growth Fund	Seeks a favorable long-term return, mainly through capital appreciation, primarily from equity securities. Under normal circumstances, the Fund will invest primarily in large-cap equity securities that Advisors believes present the opportunity for growth. The Fund’s benchmark is the Russell 1000® Growth Index (see description above).
Large Cap-Value Fund	Seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of large domestic companies. Under normal circumstances, the Fund will invest primarily in equity securities of large domestic companies that appear undervalued by the market based on an evaluation of their potential worth. The Fund’s benchmark is the Russell 1000® Value Index, a subset of the Russell 1000® Index (see description above). The Russell 1000® Value Index contains higher weightings of roughly one-third of the securities in the Russell 1000® Index with lower relative growth rates and price/book values and lower weightings of the roughly middle third of companies in the Russell 1000® Index.
Small-Cap Equity Fund	Seeks a favorable long-term return, mainly through capital appreciation and current income, primarily from equity securities of small, domestic companies. Under normal circumstances, the Fund will invest in equity securities of smaller, domestic companies, across a wide range of sectors, growth rates and valuations, which appear to have favorable prospects for significant long-term capital appreciation. The Fund’s benchmark is the Russell 2000® Index, which represents the largest 2,000 U.S. equities in market capitalization following the top 1,000 U.S. equities in market capitalization.
International Equity Fund	Seeks a favorable long-term return, mainly through capital appreciation, primarily from equity securities of foreign issuers. Under normal circumstances, the Fund will invest primarily in equity securities of foreign issuers in at least three countries other than the United States. The Fund’s benchmark is the MSCI EAFE® Index, which tracks the performance of the leading stocks in 21 developed countries outside of North America.

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  37

Fund	Investment Objective and Strategies/Benchmark
Bond Fund	Seeks as favorable a long-term total return through income as is consistent with preserving capital, primarily from investment-grade fixed-income securities. The Fund’s benchmark is the Lehman Brothers U.S. Aggregate Index, which covers the U.S. investment-grade fixed-rate bond market, including government and credit securities, agency mortgage pass-through securities, asset-backed securities and commercial mortgage-backed securities.
Bond Plus Fund II	Seeks a favorable long-term return, primarily through high current income consistent with preserving capital by primarily investing in bonds. The Fund’s benchmark is the Lehman Brothers U.S. Aggregate Index (see description above). At least 75% of the Fund’s assets are primarily invested in a broad range of the debt securities found in the Lehman Index. The Fund also invests in securities with special features, like illiquid securities or non-investment-grade securities.
Inflation-Linked Bond Fund	Seeks a long-term rate of return that outpaces inflation, primarily through inflation-indexed bonds by investing primarily in fixed-income securities whose returns are designed to track the Consumer Price Index for All Urban Consumers (“CPI-U”) over the life of the security. The Fund’s benchmark is the Lehman Brothers U.S. Treasury Inflation-Protected Securities (“TIPS”) Index, which measures the return of fixed-income securities with fixed-rate coupon payments that adjust for inflation as measured by the Consumer Price Index.
High-Yield Fund II	Seeks high current income and, when consistent with its primary objective, capital appreciation by investing primarily in debt and other fixed-income securities rated lower than investment-grade (and their unrated equivalents) or other high-yielding debt securities. The Fund’s benchmark is the Merrill Lynch BB/B Cash Pay Issuer Constrained Index, which tracks the performance of debt securities that pay interest in cash, and have a credit rating of BB or B.
Short-Term Bond Fund II	Seeks high current income consistent with preservation of capital by investing primarily in U.S. Treasury and agency securities and corporate bonds with maturities of less than 5 years. The Fund’s benchmark is the Lehman Brothers Mutual Fund Short (1-5 year) U.S. Government/Credit Index, which tracks the performance primarily of U.S. Treasury and agency securities and corporate bonds with 1-5 year maturities.
Money Market Fund	Seeks high current income consistent with maintaining liquidity and preserving capital by investing primarily in high-quality, short-term money market instruments. The Fund seeks to maintain a stable net asset value of $1.00 per share, although it is still possible to lose money by investing in the Fund. The Fund’s benchmark is the iMoneyNet Money Fund Report AverageTM—All Taxable.

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PRINCIPAL RISKS OF THE LIFECYCLE FUNDS AND UNDERLYING FUNDS

         Equity Securities

          Each of the Lifecycle Funds invests to some degree in equity securities through certain Underlying Funds. 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. Therefore, the value of the Funds may increase or decrease as a result of their interest in equity securities.

          More specifically, an investment in equity securities is subject to the following investment risks, among others:

          Market Risk. This is the risk that the price of equity securities may decline in response to general market and economic conditions or events. Accordingly, the value of the equity securities that an Underlying Fund holds may decline over short or extended periods of time. Any stock is subject to the risk that the stock market as a whole may decline in value, thereby depressing the stock’s price. Equity markets 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.

          Company Risk (often called Financial Risk). This is the risk that an issuer’s earnings prospects and overall financial position will deteriorate, causing a decline in the security’s value over short or extended periods of time.

          Style Risk. Some of the Underlying Funds in which the Lifecycle Funds invest use either a growth or value investing style. Investing pursuant to a particular style carries the risk that either style may be out of favor in the marketplace for various periods of time, leading to significant declines in an Underlying Fund’s portfolio value. More specifically, Underlying Funds with a growth investing style, like the Growth Equity Fund or the Large-Cap Growth Fund, may be invested in growth stocks with higher valuations that make them more volatile. For example, a growth stock’s value may experience a larger decline on a lower earnings forecast or a negative event or market development. Also, a growth stock’s expected higher earnings growth may not occur or be able to be sustained. Underlying Funds with a value investing style, like the Large-Cap Value Fund, may be invested in securities believed to be undervalued, which may be subject to risks that (1) the issuer’s potential business prospects will not be realized; (2) their potential values will never be recognized by the market; and (3) their value was appropriately priced when acquired.

          Securities of Small and Medium-Sized Companies

          Each of the Lifecycle Funds includes an allocation to the Small-Cap Equity Fund, an Underlying Fund investing primarily in the equity securities of smaller companies. In addition, other Underlying Funds may invest in small- or medium-sized company securities to some degree. Small and medium-sized company

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  39  

securities may experience greater fluctuations in price than the securities of larger companies.

          From time to time, small- or medium-sized company securities may have to be sold at a discount from their current market prices or in small lots over an extended period. In addition, it may sometimes be difficult to find buyers for securities of small and medium-sized companies that an Underlying Fund wishes to sell when the company is not perceived favorably in the marketplace or during periods of poor economic or market conditions. The costs of purchasing and selling securities of small and medium-sized companies are sometimes greater than those of more widely traded securities.

         Foreign Investments

          Each of the Lifecycle Funds includes an allocation to the International Equity Fund, an Underlying Fund investing primarily in foreign securities. In addition, other Underlying Funds may invest to some extent in foreign securities. Investing in foreign investments entails risks beyond those of domestic investing. The risks of investing in securities of foreign issuers, securities or contracts traded on foreign exchanges or in foreign markets, or securities or contracts payable in foreign currency, include (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 difficulty in interpreting it because of foreign regulations and accounting standards; (6) the 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 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. The risks described above often increase in countries with emerging markets.

         Fixed-Income Securities

          A portion of the assets of each of the Lifecycle Funds is allocated to Underlying Funds investing primarily in fixed-income securities. An investment in fixed-income securities is subject to the following risks, among others:

          Income Volatility Risk. This refers to the risk that the level of current income from a portfolio of fixed-income securities will decline in certain interest rate environments.

          Credit Risk (a type of Company Risk). This is the risk that a decline in a company’s financial position may prevent it from making principal and interest payments on fixed-income securities when due. Credit risk relates to the possibility that the issuer could default on its obligations, thereby causing an Underlying Fund to lose some or all of its investment in the security.

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          The High-Yield Fund II invests primarily in higher-yielding fixed-income securities that are rated below investment-grade by rating agencies. Credit risk is heightened in the case of these high-yield instruments because their issuers are typically weak in financial health and their ability to pay interest and principal is uncertain. Compared to issuers of investment-grade securities, they are more likely to encounter financial difficulties and to be materially affected by such difficulties. High-yield securities may also be relatively more illiquid, therefore they may be more difficult for the High-Yield Fund II to purchase or sell.

          Call Risk. This is the risk that an issuer will redeem a fixed-income security prior to maturity. This often happens when prevailing interest rates are lower than the rate specified for the fixed-income security. If a fixed-income security is called early, an Underlying Fund may not be able to benefit fully from the increase in value that other fixed-income securities experience when interest rates decline. Additionally, an Underlying Fund would likely have to reinvest the payoff proceeds at current yields, which are likely to be lower than the fixed-income security in which the Fund originally invested.

          Interest Rate Risk (a type of Market Risk). This is the risk that the value or yield of fixed-income securities may decline if interest rates change. In general, when prevailing interest rates decline, the market value of fixed-income securities (particularly those paying a fixed rate of interest) tends to increase. Conversely, when prevailing interest rates increase, the market value of fixed-income securities (particularly those paying a fixed rate of interest) tends to decline. Depending on the timing of the purchase of a fixed-income security and the price paid for it, changes in prevailing interest rates may increase or decrease the security’s yield. Fixed-income securities with longer durations tend to be more sensitive to interest rate changes than shorter-term securities.

          Prepayment Risk and Extension Risk. These risks are normally present in mortgage-backed securities and other asset-backed securities. For example, homeowners have the option to prepay their mortgages. Therefore, the duration of a security backed by home mortgages can either shorten (prepayment risk) or lengthen (extension risk). If interest rates on new mortgage loans fall sufficiently below the interest rates on existing outstanding mortgage loans, the rate of prepayment generally increases. Conversely, if mortgage loan interest rates rise above the interest rates on existing outstanding mortgage loans, the rate of prepayment generally decreases. In either case, a change in the prepayment rate and the resulting change in duration of fixed-income securities held by a Fund can result in losses to investors in the Fund.

          Risks Relating to Inflation-Indexed Bonds. Market values of inflation-indexed bonds can be affected by changes in investors’ inflation expectations or changes in “real” rates of return (i.e, a security’s return over and above the inflation rate). Also, the inflation index that a bond is intended to track may not accurately reflect the true rate of inflation. If the market perceives that an index does not accurately reflect inflation, the market value of inflation-indexed bonds could be adversely affected.

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  41  

NON-PRINCIPAL INVESTMENT STRATEGIES OF THE UNDERLYING FUNDS

          The Equity Funds

          The Underlying Funds that invest primarily in equity securities—the Growth Equity Fund, the Large-Cap Growth Fund, the Large-Cap Value Fund, the Small-Cap Equity Fund and the International Equity Fund (collectively, the “Equity Funds”)—may invest in short-term debt securities of the same type as those held by the Money Market Fund and other kinds of short-term instruments. These short-term debt securities help the Funds maintain liquidity, use cash balances effectively, and take advantage of attractive investment opportunities. The Equity Funds also may invest up to 20% of their net assets in fixed-income securities. The Equity Funds may also manage cash by investing in money market funds or other short-term investment company securities.

          Each Equity Fund also may buy and sell (1) put and call options on securities of the types they each may invest in and on securities indices composed of such securities, (2) futures contracts on securities indices composed of securities of the types in which each may invest, and (3) put and call options on such futures contracts. The Equity Funds may use such options and futures contracts for hedging, cash management and to increase total return. Futures contracts permit a Fund to gain 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. To manage currency risk, the Equity Funds 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.

          Where appropriate futures contracts do not exist, or if the Equity Funds deem advisable for other reasons, the Funds may invest in investment company securities, such as ETFs. The Equity Funds may also use ETFs for purposes other than cash management, including gaining exposure to certain sectors or securities that are represented by ownership in ETFs. The Lifecycle Funds may also invest in ETFs for cash management purposes or as a short-term defensive technique. When the Equity Funds or the Lifecycle Funds invest in ETFs or other investment companies (like the Underlying Funds), the Funds bear a proportionate share of expenses charged by the investment company in which they invest.

          The Equity Funds may also invest in derivatives and other newly developed financial instruments, such as equity swaps (including arrangements where the return is linked to a stock market index) and equity-linked fixed-income securities, so long as these are consistent with the Fund’s investment objective and restrictions and current regulations.

         The Fixed-Income Funds

          The Underlying Funds that invest primarily in fixed-income securities—the Bond Fund, the Bond Plus Fund II, the Inflation-Linked Bond Fund, the High-Yield Fund II and the Short-Term Bond Fund II (collectively, the “Fixed-Income Funds”)—may make certain other investments, but not as principal strategies.

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For example, these Funds may invest in interest-only and principal-only mortgage-backed securities. These instruments have unique characteristics and are more sensitive to prepayment and extension risks than traditional mortgage-backed securities. Similarly, the Fixed-Income Funds may also buy and sell put and call options, futures contracts, and options on futures. The Fixed-Income Funds intend to use options and futures primarily as a hedging technique or for cash management. To manage currency risk, these Fixed-Income Funds can also enter into forward currency contracts, and buy or sell options and futures on foreign currencies. These Funds can also buy and sell swaps and options on swaps, so long as these are consistent with each Fund’s investment objective and restrictions and current regulations.

          Investments for Temporary Defensive Purposes

          Each Underlying Fund may, for temporary defensive purposes, invest all of its assets in cash and money market instruments. In doing so, the Underlying Fund may be successful in avoiding market losses but may otherwise fail to achieve its investment objective.

PORTFOLIO TURNOVER

          While each Lifecycle Fund will normally seek to invest in Underlying Funds for the long term, it may frequently rebalance those holdings with the goal of staying close to its projected target allocation. Therefore, a Lifecycle Fund may sell shares of Underlying Funds regardless of how long they have been held. The Lifecycle Funds are generally managed without regard to tax ramifications.

          An Underlying Fund that engages in active and frequent trading of portfolio securities will have a correspondingly higher “portfolio turnover rate.” A high portfolio turnover rate for an Underlying Fund generally will result in greater brokerage commission expenses borne by the Fund and, ultimately, by shareholders. None of the Underlying Funds are subject to a specific limitation on portfolio turnover, and securities of each Underlying Fund may be sold at any time such sale is deemed advisable for investment or operational reasons.

SHARE CLASSES

          Each Lifecycle Fund offers Retirement Class shares and Institutional Class shares. The Lifecycle Retirement Income Fund also offers Retail Class shares. Each Lifecycle Fund’s investments are held by the Fund as a whole, not by a particular share class, so an investor’s 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. Please see the respective Prospectuses for each of the classes for more information, including eligibility requirements. After determining which classes you are eligible to buy, decide which class best suits your needs. Please contact the Lifecycle Funds if you have questions or would like assistance in determining which class is right for you.

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  43  

INVESTMENT ADVISER

          Advisors manages the assets of the Lifecycle Funds, under the supervision of the Board of Trustees of the Trust. Advisors is an indirect wholly owned subsidiary of 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, the TIAA-CREF Life Funds and the other series of the Trust, including the Underlying Funds. Through an affiliated investment adviser, TIAA-CREF Investment Management, LLC (“Investment Management”), the personnel of Advisors also manage the investment accounts of CREF. As of December 31, 2007, Advisors and Investment Management together had approximately $234 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 Funds offered in this Prospectus, however, pay the management fees and other expenses that are described in the table in the Fees and Expenses section. The fees paid by the Funds to Advisors and its affiliates are intended to compensate these service providers for their services to the Funds and are not limited to the reimbursement of the service providers’ costs. Thus, under these arrangements, Advisors and its affiliates can earn a profit or incur a loss on the services which they render to the Funds.

          Advisors’ duties include developing and administering the asset allocation program for each Lifecycle Fund. In managing the Underlying Funds, Advisors conducts research, recommends investments and places orders to buy and sell securities. Advisors also supervises and acts as liaison among the various service providers to the Lifecycle Funds and the Underlying Funds, such as the custodian and transfer agent.

          Under the terms of an Investment Management Agreement between the Trust and Advisors, Advisors is entitled to a fee at an annual rate of 0.10% of the average daily net assets of each Lifecycle Fund. Advisors has contractually agreed to waive this management fee on the Lifecycle 2045, 2050 and Retirement Income Funds through at least April 30, 2009 and on the other Lifecycle Funds through January 31, 2009. Due to these waivers, Advisors received no management fees from the Lifecycle Funds during the 2007 fiscal year.

          A discussion regarding the basis for the Board of Trustees’ most recent approval of the Lifecycle 2045, 2050 and Retirement Income Funds’ Investment Management Agreement will be available in the Funds’ semi-annual shareholder report for the period ending March 31, 2008. A discussion regarding the basis for

44  Prospectus § TIAA-CREF Lifecycle Funds § Retirement Class

the Board of Trustees’ most recent approval of the Investment Management Agreement for the other Lifecycle Funds is available in the Funds’ annual report for the fiscal year ended September 30, 2007. For a free copy, please call 800 842-2776, visit the Funds’ website at www.tiaa-cref.org/mfs or visit the SEC’s website at www.sec.gov.

          The Lifecycle Funds are managed by a team of investment professionals who are jointly responsible for the day-to-day management of the Funds. Information about the managers responsible for the Lifecycle Funds is set forth below.

			Total Experience (since dates specified below)
Name & Title	Role	Experience Over Past Five Years	At TIAA	Total Years	On Team
John M. Cunniff, CFA Managing Director	Asset Allocation (allocation strategies)	Teachers Advisors, Inc., TIAA and its affiliates – 2006 to Present (quantitative portfolio manager); Morgan Stanley Investment Management – 2001 to 2006 (U.S. Research Director (oversight of equity research analysis team for U.S. market segments))	2006	1992	2006
Hans L. Erickson, CFA Managing Director	Asset Allocation (general oversight)	Teachers Advisors, Inc., TIAA and its affiliates – 1996 to Present (oversight responsibility for all quantitative equity strategies, equity index funds and asset allocation funds)	1996	1988	2006
Pablo Mitchell Director	Asset Allocation (daily portfolio management)	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (quantitative portfolio manager; various quantitative equity research responsibilities); Thomson Vestek – 2003 to 2004 (senior quantitative researcher for equity and fixed-income performance analysis and risk modeling)	2004	2003	2006

          The Lifecycle Funds’ SAI provides additional disclosure about the compensation structure of each of the Fund’s portfolio managers, the other accounts they manage, total assets in those accounts and potential conflicts of interest, as well as the portfolio managers’ ownership of securities in the Funds they manage.

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  45

OTHER SERVICES

          The Lifecycle Funds have entered into a service agreement with Advisors for the provision of certain administrative services related to the offering of Lifecycle Fund shares on retirement plan or other platforms (the “Retirement Service Agreement”). The Lifecycle Funds’ compensation to Advisors for these retirement and other services is reflected as an administrative expense of the Lifecycle Funds and as part of “Other Expenses” in the Fees and Expenses section of this Prospectus.

DISTRIBUTION ARRANGEMENTS

          TPIS distributes each Lifecycle Fund’s 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 each Lifecycle Fund. In addition, TPIS, Services or Advisors may pay intermediaries out of their own assets to support the distribution of Retirement Class 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.

          The Trust has adopted a Distribution Plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act for Retirement Class shares of the Lifecycle Funds. Under the Distribution Plan, the Trust may reimburse TPIS for all or part of certain expenses that are incurred in connection with the promotion and distribution of the Retirement Class shares of the Lifecycle Funds, up to an annual rate of 0.05% of the average daily net asset value of Retirement Class shares of the Lifecycle Funds. Fees to be paid with respect to the Retirement Class of the Fund under the Distribution Plan will be calculated daily and paid monthly. The annual fees payable with respect to Retirement Class shares of the Lifecycle Funds are intended to reimburse TPIS for expenses it incurs promoting the sale of shares and providing ongoing servicing and maintenance of accounts of Fund shareholders, including salaries and other expenses relating to the account servicing efforts. Because these fees are paid out of a Lifecycle Fund’s Retirement Class assets on an ongoing basis, over time they will increase the cost of a shareholder’s investment and may cost more than paying other types of sales charges. TPIS has contractually agreed not to seek any reimbursements from the Lifecycle Funds under the Distribution Plan through at least April 30, 2009 with respect to the Lifecycle 2045, 2050 and Retirement Income Funds and January 31, 2009 for the other Lifecycle Funds.

CALCULATING SHARE PRICE

          Each Lifecycle 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

46  Prospectus § TIAA-CREF Lifecycle Funds § Retirement Class

business. The NAV for each Lifecycle Fund is calculated as of the time when regular trading closes on the NYSE (generally, 4:00 p.m. Eastern Time). The Lifecycle Funds do not price their shares on days that the NYSE is closed. Each Lifecycle Fund computes its NAV by calculating the value of the Fund’s assets, less its liabilities, and computes its NAV per share by dividing its NAV allocable to each share class by the number of outstanding shares of that class. The assets of each Lifecycle Fund consist primarily of shares of the Underlying Funds, which are valued at their respective NAVs. Therefore, the share price of each of the Lifecycle Funds is determined based on the NAV per share of each of the Underlying Funds (and the value of any other assets and liabilities of the Lifecycle Funds).

          To value securities and other instruments held by the Underlying Funds (other than for the Money Market Fund), the Underlying Funds usually use market quotations or values obtained from independent pricing services to value such assets. If market quotations or values from independent pricing services are not readily available or are not considered reliable, the Underlying Funds will use a security’s “fair value,” as determined in good faith by or under the direction of the Board of Trustees. The Underlying Funds may also use fair value if events that have a significant effect on the value of an investment (as determined in Advisors’ discretion) occur between the time when its price is determined and the time a Fund’s NAV is calculated. Like the Lifecycle Funds, the Underlying Funds do not price their shares on dates when the NYSE is closed. This remains the case for Underlying Funds that invest in foreign securities that are primarily listed on foreign exchanges that trade on days when the Underlying Funds do not price their shares, even though such securities may continue to trade and their values may fluctuate when the NYSE is closed. For example, the Underlying Funds might use a domestic security’s 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 an Underlying Fund’s 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 an Underlying Fund’s NAV.

          Fair value pricing most commonly occurs with securities that are primarily traded outside of the United States. Fair value pricing may occur, for instance, where there are significant market movements in the U.S. after foreign markets have closed, and there is the expectation that securities traded on foreign markets will adjust based on market movements in the U.S. when their markets open the next day. In these cases, the Underlying Funds may fair value certain foreign securities when it is felt that the last traded price on the foreign market does not reflect the value of that security at 4:00 p.m. Eastern Time. 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 an affected Underlying Fund to the detriment of longer-term shareholders, it

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  47

may reduce some of the certainty in pricing obtained by using actual market close prices.

          Money market instruments (other than those held by the Money Market Fund) with maturities of one year or less are valued using market quotations or independent pricing sources or derived from a pricing matrix that has various types of money market instruments along one axis and various maturities along the other.

          To calculate the Money Market Fund’s NAV per share, its portfolio securities are valued at their amortized cost. This valuation method does not take into account unrealized gains or losses on the Money Market Fund’s portfolio securities. Amortized cost valuation involves first valuing a security at cost, and thereafter assuming an amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the security’s market value. While this method provides certainty in valuation, there may be times when the value of a security, as determined by amortized cost, may be higher or lower than the price the Money Market Fund would receive if it sold the security.

DIVIDENDS AND DISTRIBUTIONS

          Each Lifecycle 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 securities held by the Lifecycle Fund and capital gains realized from the sale of securities. The following table shows how often each Lifecycle Fund plans to pay dividends on each:

Fund	Dividend Paid
Lifecycle 2010 Fund	Annually
Lifecycle 2015 Fund	Annually
Lifecycle 2020 Fund	Annually
Lifecycle 2025 Fund	Annually
Lifecycle 2030 Fund	Annually
Lifecycle 2035 Fund	Annually
Lifecycle 2040 Fund	Annually
Lifecycle 2045 Fund	Annually
Lifecycle 2050 Fund	Annually
Lifecycle Retirement Income Fund	Quarterly

          Any net capital gains from Lifecycle Funds are intended to be paid once a year.

          Dividends and capital gain distributions paid to Retirement Class shareholders who hold their shares through a TIAA-CREF administered plan or custody account will automatically be reinvested in additional Retirement Class shares of the particular Lifecycle Fund. All other Retirement Class shareholders may elect from the following distribution options (barring any restrictions from the intermediary or plan through which such shares are held):

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1.	Reinvestment Option, Same Fund. The Lifecycle Funds automatically reinvest your dividend and capital gain distributions in additional shares of the Lifecycle Funds. Unless you elect otherwise, this will be your default distribution option.
2.	Reinvestment Option, Different Fund. The Lifecycle Funds automatically reinvest your dividend and capital gain distributions in additional shares of another Lifecycle Fund in which you already hold shares.
3.	Income-Earned Option. The Lifecycle Funds automatically reinvest your long-term capital gain distributions, but you will be sent a check for each dividend and short-term capital gain distribution.
4.	Capital Gains Option. The Lifecycle Funds automatically reinvest your dividend and short-term capital gain distributions, 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 each Lifecycle Fund’s distribution date, the Fund makes distributions on a per share basis to shareholders who owned Fund shares on the record date. The Lifecycle Funds do 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.

TAXES

          As with any investment, you should consider how your investment in any Lifecycle Fund will be taxed.

          Taxes on dividends and distributions. Unless you are tax-exempt or hold Lifecycle Fund shares in a tax-deferred account, you must pay 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 a Lifecycle Fund are taxed as ordinary income, and long-term capital gain distributions are taxed as long-term capital gains. Every January, a statement showing the taxable distributions paid to you in the previous year from each Fund will be sent to you and the Internal Revenue Service (“IRS”). Long-term capital gain distributions generally may be taxed at a maximum federal rate of 15% to individual investors (or at 5% (0% for taxable years beginning after December 31, 2007) to individual investors who are in the 10% or 15% tax bracket). These rates

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  49

are scheduled to apply through 2010. Whether a capital gain distribution is considered long-term or short-term depends on how long the Lifecycle Fund held the securities that led to the gain.

          A portion of ordinary income dividends paid by a Lifecycle Fund to non-corporate 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 a Lifecycle Fund from the Underlying Funds. Notwithstanding this, certain holding period requirements with respect to a shareholder’s shares in a Lifecycle 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 2010. Additional information about this can be found in the SAI.

          Taxes on transactions. Unless a transaction involves Lifecycle Fund shares held in a tax-deferred account, redemptions, including sales and 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.

          Whenever you sell shares of a Lifecycle Fund, you will be sent a confirmation statement showing how many shares you sold and at what price. However, you or your tax preparer must determine whether this sale resulted in a capital gain or loss and the amount of tax to be paid on any gain. Be sure to keep your regular account statements; the information they contain will be essential in calculating the amount of your capital gains or losses.

          Backup withholding. If you fail to provide a correct taxpayer identification number or fail to certify that it is correct, the Lifecycle Funds are required by law to withhold 28% of all the distributions and redemption proceeds paid from your account. The Lifecycle Funds are also required to begin backup withholding if instructed by the IRS to do so.

          Buying a dividend. If you buy shares just before a Lifecycle 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. This is referred to as “buying a dividend.” For example, assume you bought shares of a Lifecycle Fund for $10.00 per share the day before the Lifecycle Fund paid a $0.25 dividend. After the dividend was paid, each share would be worth $9.75, and, unless you held your shares through a tax deferred arrangement such as 401(a), 401(k) or 403(b) plans or IRAs, 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 a Lifecycle Fund and its Underlying Funds and their investments and these taxes generally will reduce such Lifecycle Fund’s distributions.

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          Other restrictions. There are tax requirements that all mutual funds must follow in order to avoid federal taxation. In an effort to adhere to these requirements, a Lifecycle Fund or an Underlying 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 a Lifecycle 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 that the Fund receives from the Underlying Funds. 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 they hold (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.

          This information is only a brief summary of certain federal income tax information about your investment in a Lifecycle 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 a Lifecycle Fund in your particular situation. Additional tax information can be found in the SAI.

YOUR ACCOUNT: PURCHASING, REDEEMING
OR EXCHANGING SHARES

         Retirement Class Eligibility

          Retirement Class shares of the Lifecycle Funds are offered 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) and 457 of the Code, that are sponsored or administered by TIAA-CREF. Retirement Class shares also may be offered through custody accounts sponsored or administered by TIAA-CREF that are established by individuals as IRAs pursuant to section 408 of the Code. In addition, Retirement Class shares of the Lifecycle Funds are available for purchase by or through certain intermediaries who have entered into a contract or arrangement with the Lifecycle Funds, or their investment adviser or distributor that enables them to purchase shares on behalf of their clients. 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

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  51

Retirement Class shares of the Lifecycle Funds are referred to as “Eligible Investors” in the rest of this Prospectus.

HOW TO PURCHASE SHARES

          For 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 Lifecycle Funds 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 Center’s online enrollment feature at www.tiaa-cref.org.

          You may direct the purchase of Retirement Class shares of the Lifecycle Funds 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 a particular Lifecycle Fund or Funds offering Retirement Class shares (see “Allocating Retirement Contributions to a Fund” below). You may also direct the purchase of Retirement Class shares of the Lifecycle Funds by reinvesting retirement plan proceeds that were previously invested in another investment vehicle available under your employer’s plan.

          The Lifecycle Funds impose no minimum investment requirement for Retirement Class shares. The Lifecycle Funds also do not currently restrict the frequency of investments made in the Lifecycle Funds by participant accounts, although the Lifecycle Funds reserve the right to impose such restrictions in the future. Your employer’s 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 Lifecycle Funds will only accept accounts with a U.S. address of record. The Lifecycle Funds will not accept a P.O. Box as an account’s 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 Lifecycle Funds.

          The Funds have the right to reject your custody application and to refuse to sell additional Retirement Class shares of any Lifecycle Fund to any investor for any reason. The Lifecycle Funds treat all orders to purchase Retirement Class shares as being received when they are received in “good order” by the Lifecycle Funds’ transfer agent (or other authorized Fund agent) (see below). The Lifecycle Funds may suspend or terminate the offering of Retirement Class shares of one or more Lifecycle Funds to your employer’s plan.

52  Prospectus § TIAA-CREF Lifecycle Funds § Retirement Class

          Allocating Retirement Contributions to a Lifecycle Fund

          If you are just starting out and are initiating contributions to your employer’s plan, you may allocate single or ongoing contribution amounts to Retirement Class shares of the Lifecycle Funds by completing an account application or enrollment form (paper or online) and selecting the Lifecycle Funds you wish to invest in and the amounts you wish to contribute to the Lifecycle Funds. You may be able to change your allocation for future contributions by:

• using the TIAA-CREF Web Center at www.tiaa-cref.org;

• calling the Lifecycle Funds’ Automated Telephone Service (available 24 hours a day) at 800 842-2252;

• calling a TIAA-CREF representative (available weekdays from 8:00 a.m. Eastern Time to 10:00 p.m. Eastern Time and Saturdays from 9:00 a.m. Eastern Time to 6:00 p.m. Eastern Time) at 800 842-2776;

• faxing the Lifecycle Funds at: 800 914-8922; or

• writing to the Lifecycle Funds at: TIAA-CREF, P.O. Box 1259, Charlotte, N.C. 28201.

          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 Lifecycle Funds’ Telephone Counseling Center at 800 842-2888 or go to the TIAA-CREF Web Center at www.tiaa-cref.org. The Lifecycle Funds reserve the right to limit the ability of IRA and Keogh accounts to purchase the Retirement Class of certain Lifecycle Funds.

          For Eligible Investors and Their Clients:

          Eligible Investors may invest directly in the Lifecycle Funds. 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 Lifecycle Funds will only accept accounts with a U.S. address of record. The Lifecycle Funds will not accept a P.O. Box as the address of record.

          There may be circumstances when the Lifecycle Funds will not accept new investments in one or more of the Lifecycle Funds. The Lifecycle Funds reserve the right to suspend or terminate the offering of shares by one or more Funds at any time without prior notice. The Lifecycle Funds also reserve the right to reject any application or investment or any other specific purchase request.

          The Lifecycle Funds do 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

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  53

investment requirements for their customers’ investments in Retirement Class shares. Please contact your intermediary or plan sponsor for more information.

          The Lifecycle Funds consider all purchase requests to be received when they are received in “good order” by the Lifecycle Funds’ transfer agent (or other authorized Fund agent) (see below). The Lifecycle Funds will not accept third-party checks. (The Funds consider any check not made payable directly to TIAA-CREF Lifecycle Funds as a third-party check). The Lifecycle Funds cannot accept checks made out to you or other parties and signed over to the Funds. The Lifecycle Funds will not accept payment in the following forms: travelers’ checks, money orders, credit card convenience checks, cashier’s checks, cash or starter checks. The Lifecycle Funds 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 9905-454-6

          Specify on the wire:

• The TIAA-CREF Lifecycle Funds – Retirement Class

• Account registration (names of registered owners), address and social security number(s) or taxpayer identification number;

• Indicate if this is for a new or existing account (provide Lifecycle Fund account number if existing);

• The Lifecycle Fund or Funds in which you want to invest, and amount per Lifecycle 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 Lifecycle Fund account has been opened, shareholders do not have to send the Funds an application again.

          Points to Remember for All Purchases by Eligible Investors:

• Each investment by an Eligible Investor in Retirement Class shares of the Lifecycle Funds must be for a specified dollar amount. The Lifecycle Funds cannot accept purchase requests specifying a certain price, date, or number of shares; such requests will be deemed not in “good order” (see below) and the Lifecycle Funds will return these investments.

• If you invest in the Retirement Class of the Lifecycle Funds 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 Lifecycle Funds). Contact the Eligible Investor to learn whether there are any other conditions, such as a minimum investment requirement, on your transactions.

54  Prospectus § TIAA-CREF Lifecycle Funds § Retirement Class

• If the Lifecycle Funds do not receive good funds through wire transfer, they 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 any of the Lifecycle Funds or Advisors and you may be subject to tax consequences on such a redemption. If you are already a shareholder, the Lifecycle Funds can redeem shares from any of your account(s) as reimbursement for all losses. The Lifecycle Funds also reserve the right to restrict you from making future purchases in any of the Lifecycle Funds.

• Federal law requires the Lifecycle Funds to obtain, verify and record information that identifies each person who opens an account. Until the Lifecycle Funds receive such information, the Lifecycle Funds may not be able to open an account or effect transactions for you. Furthermore, if the Lifecycle Funds are 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 Lifecycle Funds reserve 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 Lifecycle Funds’ Market Timing/Excessive Trading Policy (see below).

          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 with investment securities (instead of cash), if: (1) Advisors believes the securities are appropriate investments for the particular Fund; (2) the securities offered to the Lifecycle Fund are not subject to any restrictions upon their sale by the Lifecycle Fund under the Securities Act of 1933, or otherwise; and (3) the securities are permissible holdings under the Lifecycle Fund’s investment restrictions. If the Lifecycle Fund accepts the securities, the Eligible Investor’s 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 Lifecycle Funds, and interested clients should contact their Eligible Investor (i.e., their intermediary or plan sponsor).

HOW TO REDEEM SHARES

          For Participants Holding Shares through a Plan or Account
         Administered by TIAA-CREF:

          TIAA-CREF participants may redeem (sell) your Retirement Class shares at any time, subject to the terms of your employer’s plan and Eligible Investors can redeem (sell) their Retirement Class shares at any time. A redemption can be part of an exchange.

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  55

          To request a redemption, you can do one of the following:

• call a TIAA-CREF representative (available weekdays from 8:00 a.m. Eastern Time to 10:00 p.m. Eastern Time and Saturdays from 9:00 a.m. Eastern Time to 6:00 p.m. Eastern Time) at 800 842-2776;

• fax the Lifecycle Funds at: 800 914-8922; or

• write to the Lifecycle Funds at: TIAA-CREF, P.O. Box 1259, Charlotte, N.C. 28201.

          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.

          Pursuant to a TIAA-CREF participant’s instructions, the Lifecycle Funds reinvest redemption proceeds in (1) Retirement Class shares of other Lifecycle Funds available under your plan, or (2) shares of other mutual funds available under your plan. Redemptions are effected as of the day that the Lifecycle 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. If a redemption is requested after a recent purchase of Retirement Class shares by check, the Lifecycle Funds may delay payment of the redemption proceeds until the check clears. This can take up to ten days. If you request a distribution of redemption proceeds from your participant account, the Funds will send the proceeds by check to the address, or by wire to the bank account, of record. If you want to send the redemption proceeds elsewhere, you must instruct the Funds by letter with a signature guarantee for each shareholder.

          The Lifecycle Funds 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.

          For Eligible Investors and Their Clients:

          Eligible Investors can redeem (sell) their Retirement Class shares at any time.

          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 Lifecycle Funds 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.

56  Prospectus § TIAA-CREF Lifecycle Funds § Retirement Class

          Usually, the Funds send redemption proceeds to the Eligible Investor on the second business day after the Funds receive a redemption request in “good order” by the Lifecycle 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 Lifecycle Funds 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.

          The Lifecycle Funds generally send redemption proceeds to the Eligible Investor at the address or bank account of record. If proceeds are to be sent to someone else, a different address or a different bank or if an Eligible Investor requests a redemption within 30 days of changing its address, the Lifecycle Funds generally will require a letter of instruction from the Eligible Investor with a Medallion Signature Guarantee for each account holder or for all owners exactly as registered on the account, as appropriate (see below). The Lifecycle Funds can send the redemption proceeds by check in several different ways: by check to the address of record or by wire transfer.

          In-Kind Redemptions of Shares

          Certain large redemptions of Lifecycle Fund shares may be detrimental to the Fund’s other shareholders because such redemptions can adversely affect a portfolio manager’s 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 a Lifecycle Fund’s 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 Fund’s portfolio (which may consist of either Institutional Class shares of the Underlying Funds or actual securities originally held by the Underlying Funds) 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 Fund’s or Underlying Fund’s entire portfolio. The securities you receive will be selected by the Lifecycle Fund in its discretion. The Eligible Investor receiving the securities will be responsible for disposing of the securities and bearing any associated costs.

HOW TO EXCHANGE SHARES

          For Participants Holding Shares through a Plan or Account
          Administered by TIAA-CREF:

          Subject to the limitations outlined below and any limitations under your employer’s plan, you may exchange Retirement Class shares of a Lifecycle Fund for

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  57

Retirement Class shares of another fund available under the plan (including other Lifecycle Funds or other series of the Trust, if available). An “exchange” means:

•	a sale of Retirement Class shares of one Lifecycle Fund held in your participant or IRA account and the use of the proceeds to purchase Retirement Class shares of another Lifecycle Fund or other 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 equivalent dollar amount of Retirement Class shares of a Lifecycle Fund for your participant, IRA or Annuity account;
•	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, a 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:
•	using the TIAA-CREF Web Center at www.tiaa-cref.org;
•	calling the Lifecycle Funds’ Automated Telephone Service (available 24 hours a day) at 800 842-2252;
•	calling a TIAA-CREF representative (available weekdays from 8:00 a.m.
	Eastern Time to 10:00 p.m. Eastern Time and Saturdays from 9:00 a.m.
	Eastern Time to 6:00 p.m. Eastern Time) at 800 842-2776;
•	faxing the Lifecycle Funds at: 800 914-8922; or
•	writing to the Lifecycle Funds at: TIAA-CREF, P.O. Box 1259, Charlotte, N.C. 28201.

          The Lifecycle Funds reserve 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 a Lifecycle Fund, including if it is considered to be market-timing activity.

          Make sure you understand the investment objective of the Lifecycle 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.

          For Eligible Investors and Their Clients:

          Eligible Investors can exchange Retirement Class shares in a Lifecycle Fund for Retirement Class shares of any other Lifecycle Fund or Retirement Class shares of any other series of the Trust at any time, subject to the limitations described in the Lifecycle Funds’ Market Timing/Excessive Trading Policy below. (An exchange is a

58   Prospectus § TIAA-CREF Lifecycle Funds § Retirement Class

simultaneous redemption of shares in one fund and a purchase of shares in another fund.)

          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(s) or taxpayer identification number. An exchange is considered a sale of securities, and therefore is a taxable event.

          The Lifecycle Funds reserve 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 a Lifecycle 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 of the Lifecycle 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 a Lifecycle Fund are exchanged for shares of another class of the same Fund. Share conversions can occur between each share class of a Lifecycle Fund. Generally, share conversions occur where a shareholder becomes eligible for another share class of a Lifecycle 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.

          A request for a share conversion will not be processed until it is received in “good order” (as defined below) by the Lifecycle 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 a Lifecycle Fund 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 Lifecycle 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 them for more information on share conversions. Please note that certain Eligible Investors may not permit all types of share conversions. The Lifecycle Funds reserve the right to terminate, suspend or modify the share conversion privilege for any shareholder or group of shareholders.

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  59

          Voluntary Conversions

          If you believe that you are eligible to convert your Lifecycle Fund shares to another class and you hold your shares through a TIAA-CREF administered account, you may place an order for a share conversion by calling 800 223-1200. 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 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 Lifecycle Funds nor Advisors have 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 Lifecycle Fund shares through them to make share conversions.

          Mandatory Conversions

          The Lifecycle Funds reserve 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 Lifecycle Funds will notify affected shareholders in writing prior to any mandatory conversion.

OTHER INVESTOR INFORMATION—APPLICABLE TO ALL INVESTORS

          Good Order. Purchase, redemption and exchange requests are not processed until received in good order by the Lifecycle Funds’ transfer agent (or other 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 Lifecycle Funds’ transfer agent (or other authorized Fund agent). This information and documentation generally includes the Lifecycle 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 Lifecycle Funds, their 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 Lifecycle Funds’ transfer agent (or other authorized Fund agent) to effect the purchase. The Lifecycle Funds, their 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.

          Eligible Investors, such as intermediaries or plan sponsors, may have their own requirements for considering transaction requests to be in “good order.” If you hold your shares through an intermediary or plan sponsor, please contact them for their specific “good order” requirements.

          Share Price. If the Lifecycle Funds’ transfer agent (or other authorized Fund agent) receives an order to purchase, redeem or exchange shares that is in good

60  Prospectus § TIAA-CREF Lifecycle Funds § Retirement Class

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 Lifecycle 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 Lifecycle Fund 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 day’s NAV per share as the transaction price.

          Minimum Account Size. While there is currently no minimum account size for Retirement Class shares, the Lifecycle Funds reserve the right, without prior notice, to establish a minimum amount required to open, maintain or add to an account.

          Taxpayer Identification Number. Each Eligible Investor must provide its taxpayer identification number (which, for most individuals, is your Social Security number) to the Lifecycle Funds and indicate whether or not it is subject to back-up withholding. If an Eligible Investor does not furnish its taxpayer identification number, redemptions and exchanges of shares, as well as dividends and capital gains distributions, will be subject to back-up tax withholding.

          Changing Your Address—Eligible Investors Only. To change the address on an Eligible Investor account, please send the Lifecycle Funds a written notification.

          Medallion Signature Guarantee—Eligible Investors Only. For some transaction requests (for example, when redeeming shares within 30 days of changing your address, bank or bank account or adding certain new services to an existing account), the Lifecycle Funds may require a letter of instruction with a Medallion Signature Guarantee or a Medallion Signature Guarantee from each owner of record of an account. This requirement is designed to protect shareholders and the Lifecycle Funds 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 United States 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 signature guarantee is required, please contact the Lifecycle Funds directly.

          Transferring Shares—Eligible Investors Only. Eligible Investors may transfer ownership of their shares to another person or organization that also qualifies to own Retirement Class shares or may change the name on their account by sending the Lifecycle Funds written instructions. Generally, each registered owner of the account must sign the request and provide a Medallion Signature Guarantee. When the name on an account is changed, shares in that account are transferred to a new account.

          Limitations—Eligible Investors Only. Federal laws designed to counter terrorism and prevent money laundering might, in certain circumstances, require

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  61

the Lifecycle Funds to block an account owner’s 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 Lifecycle Funds may also be required to provide additional information about you and your account to government regulators.

          Customer Complaints—Eligible Investors Only. Customer complaints may be directed to TIAA-CREF Lifecycle Funds, 730 Third Ave., New York, NY 10017-3206, attention: Director, Mutual Fund Distribution Services

          TIAA-CREF Web Center and Telephone Transactions. The Lifecycle Funds are 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 Lifecycle Funds require the use of personal identification numbers, codes and other procedures designed to reasonably confirm that instructions given through TIAA-CREF’s Web Center or by telephone are genuine. The Lifecycle Funds also tape record telephone instructions and provide written confirmations of such instructions. The Lifecycle Funds accept 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 Lifecycle Funds may suspend or terminate Internet or telephone transaction facilities at any time, for any reason.

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 Lifecycle Funds in an effort to “time” the market. As money is shifted in and out of the Lifecycle Funds, the Underlying Funds may incur transaction costs, including, among other things, expenses for buying and selling securities. These costs are borne by all Underlying Fund and Lifecycle 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 Lifecycle Funds are not appropriate for such market timing and you should not invest in the Funds 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 a Lifecycle Fund, subsequently purchases or exchanges any monies back into that same Lifecycle Fund and then redeems or exchanges any monies out of that same Lifecycle Fund, the shareholder will not be permitted to transfer back into that same Lifecycle Fund through a purchase or exchange for 90 calendar days.

          The Lifecycle Funds’ market timing policies and procedures will not be applied to reinvestments of dividends and capital gains distributions, systematic withdrawals, systematic purchases, automatic rebalancings, certain transactions made within a retirement or employee benefit plan, such as contributions, mandatory distributions, loans and plan sponsor-initiated transactions, and other

62  Prospectus § TIAA-CREF Lifecycle Funds § Retirement Class

types of transactions specified by the Lifecycle Funds’ management. 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 Lifecycle Funds’ management. The Lifecycle Funds’ management may also waive the market timing policies and procedures when it is believed that such waiver is in a Lifecycle Fund’s 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 Lifecycle Funds also reserve the right to reject any purchase or exchange request, including when it is believed that a request would be disruptive to a Lifecycle Fund’s efficient portfolio management. The Lifecycle Funds 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 Lifecycle Funds have discretion in applying this policy, it is possible that similar transaction activity could be handled differently because of the surrounding circumstances.

          The Underlying Funds’ portfolio securities are fair valued, as necessary (most frequently their international holdings), to help ensure that a portfolio security’s true value is reflected in the Lifecycle Funds’ NAVs, thereby minimizing any potential stale price arbitrage.

          The Lifecycle Funds seek to apply their 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 exceptions noted above). The Lifecycle Funds make reasonable efforts to apply these policies and procedures to shareholders who own shares through omnibus accounts. The Lifecycle Funds have the right to modify their 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 a Lifecycle Fund’s policies are being followed and/or to instruct intermediaries to take action against shareholders who have violated a Lifecycle Fund’s market timing policies.

          The Lifecycle Funds are not appropriate for market timing. You should not invest in the Lifecycle Funds 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 Lifecycle Funds or the Underlying Funds or their agents will be able to identify such shareholders or curtail their trading practices.

          If you invest in a Lifecycle 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.

ELECTRONIC PROSPECTUSES

          If you received this Prospectus electronically and would like a paper copy, please contact the Lifecycle Funds and one will be sent to you.

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  63

GLOSSARY

Code: The Internal Revenue Code of 1986, as amended, including any applicable regulations and Revenue Rulings.

Duration: Duration is a measure of volatility in the price of a bond in response to changes in prevailing interest rates, with a longer duration indicating more volatility. For an investment portfolio of fixed-income securities, duration is the weighted average of each security’s duration.

Equity Securities: 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 Securities: 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); and other non-equity securities that pay dividends.

Foreign Investments: Securities of foreign issuers, securities or contracts traded or acquired in foreign markets or on foreign exchanges, or securities or contracts payable or denominated in foreign currencies.

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.

High-Yield Bond: A bond that has been rated lower than investment-grade by rating agencies or is deemed as such by Advisors and that generally pays a higher yield to compensate for its greater risk of default.

Investment Glidepath: The general movement of the Lifecycle Funds’ target allocations from Underlying Funds that invest in equity securities to Underlying Funds that invest in fixed-income securities as a Fund’s target retirement date approaches, as well as after that target retirement date is obtained.

Investment-Grade: A fixed-income security is investment-grade if it is rated in the four highest categories by a nationally recognized statistical rating organization (“NRSRO”) or unrated securities that Advisors determines are of comparable quality.

Long- and Medium-Term Maturity: Loans and other debt obligations or liabilities with maturities greater than five years.

Short-Term Maturity: Loans and other debt obligations or liabilities with maturities from less than one year to five years.

U.S. Government Securities: Securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities.

64  Prospectus § TIAA-CREF Lifecycle Funds § Retirement Class

FINANCIAL HIGHLIGHTS

          The Financial Highlights table is intended to help you understand the Lifecycle Funds’ financial performance for the past five years (or, if a Fund has not been in operation for five years, since commencement of operations). Certain information reflects financial results for a single share of a Fund. The total returns in the table show the rates that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions).

          These financial highlights have been audited by PricewaterhouseCoopers LLP, the Lifecycle Funds’ independent registered public accounting firm, whose report, along with the Funds’ financial statements, is included in the Funds’ annual report, which is available without charge upon request.

          Because the Lifecycle 2045, Lifecycle 2050 and Lifecycle Retirement Income Funds are new, no financial highlights information is currently available for any of these Funds.

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus   65

FINANCIAL HIGHLIGHTS (continued)

LIFECYCLE 2010 FUND

			Selected Per Share Data
				Investment Operations			Distributions
	For the Years Ended		Net Asset Value, Beginning of Period	Net Investment Income(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Retirement Class	9/30/2007		$10.99	$0.34	$0.98	$1.32	$(0.24	)	$(0.03	)	$(0.27	)	$12.04
	9/30/2006		10.61	0.36	0.29	0.65	(0.25	)	(0.02	)	(0.27	)	10.99
	9/30/2005	*	9.92	0.26	0.70	0.96	(0.27	)	—	(d)	(0.27	)	10.61
	9/30/2005	†	10.00	0.26	0.62	0.88	(0.27	)	—	(d)	(0.27	)	10.61
Institutional Class	9/30/2007	‡	10.00	0.22	0.61	0.83	—		—		—		10.83

					Ratios and Supplemental Data
	For the Years Ended		Total Return		Net Assets, End of Year (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
						Total(e)(g)		Net(e)(h)
Retirement Class	9/30/2007		12.21	%	$255,875	0.48	%	0.26	%	2.93	%	12	%
	9/30/2006		6.32		59,699	0.69		0.33		3.32		13
	9/30/2005	*	9.76	(b)	3,770	0.46	(c)	0.46	(c)	2.57	(c)	11	(c)
	9/30/2005	†	8.88	(b)	3,770	0.46	(c)	0.46	(c)	2.53	(c)	11	(c)
Institutional Class	9/30/2007	‡	8.30	(b)	3,735	0.31	(c)	0.00	(c)	3.04	(c)	12

*	The Retirement Class effective date of SEC registration was October 15, 2004.
†	The Retirement Class commenced operations on October 4, 2004.
‡	The Institutional Class commenced operations on January 17, 2007.
(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Total return for the period of less than one year is not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.

(e)	The Fund’s expenses do not include the expenses of the Underlying Funds.
(g)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(h)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

66   Prospectus § TIAA-CREF Lifecycle Funds § Retirement Class

LIFECYCLE 2015 FUND

			Selected Per Share Data
				Investment Operations			Distributions
	For the Years Ended		Net Asset Value, Beginning of Period	Net Investment Income(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Retirement Class	9/30/2007		$11.06	$0.32	$1.16	$1.48	$(0.26	)	$(0.02	)	$(0.28	)	$12.26
	9/30/2006		10.66	0.31	0.40	0.71	(0.26	)	(0.05	)	(0.31	)	11.06
	9/30/2005	*	9.90	0.26	0.79	1.05	(0.29	)	—	(d)	(0.29	)	10.66
	9/30/2005	†	10.00	0.26	0.69	0.95	(0.29	)	—	(d)	(0.29	)	10.66
Institutional Class	9/30/2007	‡	10.00	0.18	0.70	0.88	—		—		—		10.88

					Ratios and Supplemental Data
	For the Years Ended		Total Return		Net Assets, End of Year (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
						Total(e)(g)		Net(e)(h)
Retirement Class	9/30/2007		13.60	%	$201,246	0.49	%	0.26	%	2.74	%	15	%
	9/30/2006		6.80		53,660	0.61		0.33		2.91		6
	9/30/2005	*	10.64	(b)	5,628	0.46	(c)	0.46	(c)	2.57	(c)	3	(c)
	9/30/2005	†	9.54	(b)	5,628	0.46	(c)	0.46	(c)	2.54	(c)	3	(c)
Institutional Class	9/30/2007		8.80	(b)	3,525	0.32	(c)	0.00	(c)	2.37	(c)	15

*	The Retirement Class effective date of SEC registration was October 15, 2004.
†	The Retirement Class commenced operations on October 4, 2004.
‡	The Institutional Class commenced operations on January 17, 2007.
(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Total return for the period of less than one year is not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the Underlying Funds.
(g)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(h)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus   67

FINANCIAL HIGHLIGHTS (continued)

LIFECYCLE 2020 FUND

			Selected Per Share Data
				Investment Operations			Distributions
	For the Years Ended		Net Asset Value, Beginning of Period	Net Investment Income(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Retirement Class	9/30/2007		$11.18	$0.29	$1.28	$1.57	$(0.26	)	$(0.01	)	$(0.27	)	$12.48
	9/30/2006		10.71	0.29	0.48	0.77	(0.27	)	(0.03	)	(0.30	)	11.18
	9/30/2005	*	9.89	0.21	0.91	1.12	(0.30	)	—	(d)	(0.30	)	10.71
	9/30/2005	†	10.00	0.21	0.80	1.01	(0.30	)	—	(d)	(0.30	)	10.71
Institutional Class	9/30/2007	‡	10.00	0.13	0.76	0.89	—		—		—		10.89

					Ratios and Supplemental Data
	For the Years Ended		Total Return		Net Assets, End of Year (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
						Total(e)(g)		Net(e)(h)
Retirement Class	9/30/2007		14.23	%	$181,152	0.50	%	0.26	%	2.42	%	20	%
	9/30/2006		7.30		45,193	0.70		0.32		2.66		1
	9/30/2005	*	11.46	(b)	2,874	0.46	(c)	0.46	(c)	2.11	(c)	12	(c)
	9/30/2005	†	10.24	(b)	2,874	0.46	(c)	0.46	(c)	2.07	(c)	12	(c)
Institutional Class	9/30/2007	‡	8.90	(b)	1,472	0.43	(c)	0.00	(c)	1.83	(c)	20

*	The Retirement Class effective date of SEC registration was October 15, 2004.
†	The Retirement Class commenced operations on October 4, 2004.
‡	The Institutional Class commenced operations on January 17, 2007.
(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Total return for the period of less than one year is not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the Underlying Funds.
(g)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(h)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

68   Prospectus § TIAA-CREF Lifecycle Funds § Retirement Class

LIFECYCLE 2025 FUND

			Selected Per Share Data
				Investment Operations			Distributions
	For the Years Ended		Net Asset Value, Beginning of Period	Net Investment Income(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Retirement Class	9/30/2007		$11.24	$0.26	$1.42	$1.68	$(0.28	)	$(0.02	)	$(0.30	)	$12.62
	9/30/2006		10.75	0.25	0.55	0.80	(0.28	)	(0.03	)	(0.31	)	11.24
	9/30/2005	*	9.87	0.19	1.01	1.20	(0.32	)	—	(d)	(0.32	)	10.75
	9/30/2005	†	10.00	0.19	0.88	1.07	(0.32	)	—	(d)	(0.32	)	10.75
Institutional Class	9/30/2007	‡	10.00	0.11	0.82	0.93	—		—		—		10.93

					Ratios and Supplemental Data
	For the Years Ended		Total Return		Net Assets, End of Year (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
						Total(e)(g)		Net(e)(h)
Retirement Class	9/30/2007		15.18	%	$143,559	0.53	%	0.26	%	2.12	%	25	%
	9/30/2006		7.59		34,164	0.73		0.33		2.25		3
	9/30/2005	*	12.24	(b)	4,095	0.46	(c)	0.46	(c)	1.86	(c)	2	(c)
	9/30/2005	†	10.78	(b)	4,095	0.46	(c)	0.46	(c)	1.83	(c)	2	(c)
Institutional Class	9/30/2007	‡	9.30	(b)	2,204	0.38	(c)	0.00	(c)	1.45	(c)	25

*	The Retirement Class effective date of SEC registration was October 15, 2004.
†	The Retirement Class commenced operations on October 4, 2004.
‡	The Institutional Class commenced operations on January 17, 2007.
(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Total return for the period of less than one year is not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the Underlying Funds.
(g)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(h)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  69

FINANCIAL HIGHLIGHTS (continued)

LIFECYCLE 2030 FUND

			Selected Per Share Data
				Investment Operations			Distributions
	For the Years Ended		Net Asset Value, Beginning of Period	Net Investment Income(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Retirement Class	9/30/2007		$11.30	$0.24	$1.55	$1.79	$(0.26	)	$(0.02	)	$(0.28	)	$12.81
	9/30/2006		10.74	0.23	0.63	0.86	(0.27	)	(0.03	)	(0.30	)	11.30
	9/30/2005	*	9.85	0.17	1.05	1.22	(0.33	)	—	(d)	(0.33	)	10.74
	9/30/2005	†	10.00	0.17	0.90	1.07	(0.33	)	—	(d)	(0.33	)	10.74
Institutional Class	9/30/2007	‡	10.00	0.02	0.94	0.96	—		—		—		10.96

					Ratios and Supplemental Data
	For the Years Ended		Total Return		Net Assets, End of Year (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
						Total(e)(g)		Net(e)(h)
Retirement Class	9/30/2007		16.07	%	$128,768	0.55	%	0.26	%	1.94	%	29	%
	9/30/2006		8.20		29,807	0.85		0.33		2.06		0	(f)
	9/30/2005	*	12.55	(b)	3,017	0.46	(c)	0.46	(c)	1.72	(c)	5	(c)
	9/30/2005	†	10.86	(b)	3,017	0.46	(c)	0.46	(c)	1.68	(c)	5	(c)
Institutional Class	9/30/2007	‡	9.60	(b)	1,735	0.46	(c)	0.00	(c)	0.33	(c)	29

*	The Retirement Class effective date of SEC registration was October 15, 2004.
†	The Retirement Class commenced operations on October 4, 2004.
‡	The Institutional Class commenced operations on January 17, 2007.
(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Total return for the period of less than one year is not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the Underlying Funds.
(f)	Percentage is less than 1%.
(g)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(h)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

70   Prospectus § TIAA-CREF Lifecycle Funds § Retirement Class

LIFECYCLE 2035 FUND

			Selected Per Share Data
				Investment Operations			Distributions
	For the Years Ended		Net Asset Value, Beginning of Period	Net Investment Income(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Retirement Class	9/30/2007		$11.38	$0.21	$1.68	$1.89	$(0.27	)	$(0.02	)	$(0.29	)	$12.98
	9/30/2006		10.78	0.19	0.73	0.92	(0.28	)	(0.04	)	(0.32	)	11.38
	9/30/2005	*	9.83	0.16	1.14	1.30	(0.35	)	—	(d)	(0.35	)	10.78
	9/30/2005	†	10.00	0.16	0.97	1.13	(0.35	)	—	(d)	(0.35	)	10.78
Institutional Class	9/30/2007	‡	10.00	0.07	0.93	1.00	—		—		—		11.00

					Ratios and Supplemental Data
	For the Years Ended		Total Return		Net Assets, End of Year (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
						Total(e)(g)		Net(e)(h)
Retirement Class	9/30/2007		16.91	%	$102,014	0.60	%	0.26	%	1.72	%	24	%
	9/30/2006		8.62		19,426	1.03		0.33		1.76		1
	9/30/2005	*	13.36	(b)	2,713	0.46	(c)	0.46	(c)	1.57	(c)	5	(c)
	9/30/2005	†	11.43	(b)	2,713	0.46	(c)	0.46	(c)	1.53	(c)	5	(c)
Institutional Class	9/30/2007	‡	10.00	(b)	1,432	0.55	(c)	0.00	(c)	0.90	(c)	24

*	The Retirement Class effective date of SEC registration was October 15, 2004.
†	The Retirement Class commenced operations on October 4, 2004.
‡	The Institutional Class commenced operations on January 17, 2007.
(a)	Per share information is calculated based on average number of shares outstanding.

(b)	Total return for the period of less than one year is not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.

(e)	The Fund’s expenses do not include the expenses of the Underlying Funds.
(g)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(h)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

TIAA-CREF Lifecycle Funds § Retirement Class § Prospectus  71

FINANCIAL HIGHLIGHTS (concluded)

LIFECYCLE 2040 FUND

			Selected Per Share Data
				Investment Operations			Distributions
	For the Years Ended		Net Asset Value, Beginning of Period	Net Investment Income(a)	Net Realized and Unrealized Gain (Loss) on Investments	Gain (Loss) from Investment Operations	From Net Investment Income		From Net Realized Gains		Total Distributions		Net Asset Value, End of Year
Retirement Class	9/30/2007		$11.45	$0.20	$1.82	$2.02	$(0.28	)	$(0.03	)	$(0.31	)	$13.16
	9/30/2006		10.81	0.17	0.79	0.96	(0.27	)	(0.05	)	(0.32	)	11.45
	9/30/2005	*	9.82	0.15	1.21	1.36	(0.37	)	—	(d)	(0.37	)	10.81
	9/30/2005	†	10.00	0.15	1.03	1.18	(0.37	)	—	(d)	(0.37	)	10.81
Institutional Class	9/30/2007	‡	10.00	0.06	0.98	1.04	—		—		—		11.04

					Ratios and Supplemental Data
	For the Years Ended		Total Return		Net Assets, End of Year (000’s)	Ratio of Expenses to Average Net Assets				Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
						Total(e)(g)		Net(e)(h)
Retirement Class	9/30/2007		17.93	%	$141,996	0.57	%	0.26	%	1.59	%	18	%
	9/30/2006		9.04		21,093	1.19		0.33		1.50		17
	9/30/2005	*	13.93	(b)	2,066	0.46	(c)	0.46	(c)	1.45	(c)	10	(c)
	9/30/2005	†	11.88	(b)	2,066	0.46	(c)	0.46	(c)	1.41	(c)	10	(c)
Institutional Class	9/30/2007	‡	10.40	(b)	2,414	0.44	(c)	0.00	(c)	0.78	(c)	18

*	The Retirement Class effective date of SEC registration was October 15, 2004.
†	The Retirement Class commenced operations on October 4, 2004.
‡	The Institutional Class commenced operations on January 17, 2007.
(a)	Per share information is calculated based on average number of shares outstanding.
(b)	Total return for the period of less than one year is not annualized.
(c)	The percentages shown for this period are annualized.
(d)	Amount represents less than $0.01 per share.
(e)	The Fund’s expenses do not include the expenses of the Underlying Funds.
(g)	Ratio of Total Expenses to Average Net Assets includes all expenses before fee waivers and/or reimbursements by the investment adviser and TPIS.
(h)	Ratio of Net Expenses to Average Net Assets is net of fee waivers and/or reimbursements by the investment adviser and TPIS, if any.

72   Prospectus § TIAA-CREF Lifecycle Funds § Retirement Class

FOR MORE INFORMATION ABOUT THE LIFECYCLE FUNDS
AND TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

Statement of Additional Information (“SAI”). The SAI contains more information about certain aspects of the Lifecycle Funds. A current SAI has been filed with the U.S. Securities and Exchange Commission (“SEC”) and is incorporated into this Prospectus by reference. This means that the SAI is legally a part of the Prospectus.

Annual and Semiannual Reports. The Lifecycle Funds’ annual and semiannual reports will provide additional information about the Funds’ investments. In the Lifecycle Funds’ annual report, you will find a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during the preceding fiscal year. However, the 2007 annual report does not contain information on the Lifecycle 2045 Fund, Lifecycle 2050 Fund or the Lifecycle Retirement Income Fund because they only recently commenced operations.

Requesting Documents. You can request a copy of the SAI or these reports without charge, or contact the Funds for any other purpose, in any of the following ways:

By telephone:

Call 877 518-9161

In writing:

TIAA-CREF Institutional Mutual Funds

P.O. Box 1259

Charlotte, NC 28201

Over the Internet:

www.tiaa-cref.org

Information about TIAA-CREF Institutional Mutual Funds (including the SAI) can be reviewed and copied at the SEC’s public reference room (202 551-8090) in Washington, D.C. The reports and other information are also available through the EDGAR Database on the SEC’s 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 SEC’s Public Reference Section, Washington, D.C. 20549.

To lower costs and eliminate duplicate documents sent to your home, the Funds will mail only one copy of the Lifecycle Funds’ Prospectus, prospectus supplements, annual and semi-annual 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 Funds toll-free or write to the Funds as follows:

By telephone:

Call 877 518-9161

In writing:

TIAA-CREF Institutional Mutual Funds

P.O. Box 1259

Charlotte, NC 28201

811-9301

PROSPECTUS

FEBRUARY 1, 2008

TIAA-CREF LIFECYCLE FUNDS
of the TIAA-CREF Institutional Mutual Funds

Retail Class

§ Lifecycle Retirement Income Fund

This Prospectus describes the Retail Class shares of one investment portfolio of the TIAA-CREF Lifecycle Funds (the “Lifecycle Funds”), a group of funds offered by the TIAA-CREF Institutional Mutual Funds. Please note that the Lifecycle Retirement Income Fund (the “Fund”) also offers Institutional and Retirement Class shares through separate Prospectuses each dated February 1, 2008. Additionally, Retirement and Institutional Class shares of the other Lifecycle Funds are offered through separate Prospectuses, each dated February 1, 2008, with respect to the Lifecycle 2010, 2015, 2020, 2025, 2030, 2035, 2040, 2045 and 2050 Funds.

An investment in TIAA-CREF Institutional Mutual Funds 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 any of the funds, or the funds 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	3
Overview of the Lifecycle Funds	3
Principal Risks of Investing in the Fund	3
Lifecycle Retirement Income Fund	5
Past Performance	8
Fees and Expenses	8
Additional Information About Investment Strategies and Risks	9
More About the Lifecycle Funds’ Strategy	9
Summary Information About the Underlying Funds	10
Principal Risks of the Fund and Underlying Funds	12
Non-Principal Investment Strategies of the Underlying Funds	15
Portfolio Turnover	16
Share Classes	16

Investment Adviser	17
Distribution Arrangements	18
Calculating Share Price	19
Dividends and Distributions	20
Taxes	21
Your Account: Buying, Redeeming or Exchanging Shares	23
How to Purchase Shares	24
How to Redeem Shares	27
How to Exchange Shares	29
Conversion of Shares	31
Other Investor Information	32
Market Timing/Excessive Trading Policy	35
Glossary	37
Financial Highlights	38

SUMMARY INFORMATION

OVERVIEW OF THE LIFECYCLE FUNDS

          The Lifecycle Retirement Income Fund (the “Fund”) is a member of the Lifecycle Funds, a sub-family of funds of TIAA-CREF Institutional Mutual Funds (the “Trust”). Each Lifecycle Fund is a “fund of funds,” and diversifies its assets by investing in Institutional Class shares of other funds of the Trust (the “Underlying Funds”). In general, each Lifecycle Fund (except for the Fund) is managed with a specific target retirement date in mind, and its investments are adjusted from more aggressive to more conservative as a target retirement date approaches. Generally, this means that each Lifecycle Fund’s investments (except for the Fund’s) will gradually be reallocated to reduce weightings in Underlying Funds investing primarily in equity securities (stocks) and to increase weightings in Underlying Funds investing primarily in fixed-income securities (bonds) or money market instruments.

          While part of the Lifecycle Funds, the Fund is not managed with a specific retirement date in mind and its allocation will not gradually adjust over time. Instead, the Fund is designed for investors who are already in or entering retirement (i.e., have already passed their target retirement date). The Fund has a relatively fixed asset allocation primarily between equity and fixed-income (including money market) Underlying Fund investments.

          Please see the Glossary towards the end of this Prospectus for certain defined terms used in the Prospectus.

          The sole Lifecycle Fund offered in this Retail Class Prospectus is the Lifecycle Retirement Income Fund. Please note that additional Lifecycle Funds are offered related to earlier target retirement dates. These Funds are: Lifecycle 2010 Fund, Lifecycle 2015 Fund, Lifecycle 2020 Fund, Lifecycle 2025 Fund, Lifecycle 2030 Fund, Lifecycle 2035 Fund, Lifecycle 2040 Fund, Lifecycle 2045 Fund and Lifecycle 2050 Fund. Please see the Prospectuses for these additional Lifecycle Funds for more information, including their particular target allocations.

          Principal Risks of Investing in the Fund

          Because the assets of the Fund are normally allocated among Underlying Funds investing in equity securities and fixed-income securities, the Fund will be subject to the risks of each type of security. For example, a Lifecycle Fund that has a higher percentage allocation to Underlying Funds that invest in equity securities would be subject to higher risks associated with investments in equity securities. The Fund is also subject to asset allocation risk. Asset allocation risk is the possibility that the Fund may not be able to invest according to its target allocations and that the selection of Underlying Funds and the allocations among them will result in the Fund underperforming other similar funds or cause an investor to lose money.

          In general, the risks of investing in specific types of securities or Underlying Funds include:

TIAA-CREF Lifecycle Funds §Retail Class §Prospectus3

• Market Risk—The risk that the price of securities may decline in response to general market and economic conditions or events.

• Company Risk (often called Financial Risk)—The risk that the issuer’s earnings prospects and overall financial position will deteriorate, causing a decline in the security’s value over short or extended periods of time.

• Foreign Investment Risk—The risks of investing in securities of foreign issuers, securities or contracts traded on foreign exchanges or in foreign markets, or securities or contracts payable in foreign currency. Foreign investing involves special risks, including erratic market conditions, economic and political instability, and fluctuations in currency exchange rates.

• Style Risk—The risk that an Underlying Fund that uses either a growth investing or value investing style may be invested in equity securities representing a style that may be out of favor in the marketplace for various periods of time. When this occurs, the Underlying Fund could experience a decline in value of these disfavored securities.

• Growth Investing Risk—The risk that due to their relatively high valuations, growth stocks will be more volatile than value stocks. Also, because the value of growth companies is generally a function of their expected earnings growth, there is a risk that such earnings growth may not occur or cannot be sustained.

• Value Investing Risk—Securities believed to be undervalued are subject to the risks that (1) the issuer’s potential business prospects are not realized; (2) their potential values are never recognized by the market; and (3) due to unanticipated or unforeseen problems associated with the issuer or industry, they were appropriately priced (or overpriced) when acquired.

• Small-Cap/Mid-Cap Risk—The risk that securities of small- and mid-sized companies may experience greater fluctuations in price than the securities of larger companies. They may also have to be sold at a discount from their current market prices or in small lots over an extended period, since they may be harder to sell than large-cap securities.

• Asset Allocation Risk—The risk that the Fund may not be able to invest according to their target allocations and that the selection of market sectors and Underlying Funds and the allocations among them will result in a Lifecycle Fund underperforming other similar funds or cause an investor to lose money. Although the allocation recommendations of the Lifecycle Fund’s investment adviser, Teachers Advisors, Inc. (“Advisors”) are intended to result in the Fund meeting its investment objective, Underlying Fund and asset class performance may differ in the future from the historical performance and assumptions upon which the recommendations are based, which could cause the Fund to not meet its investment objective. The Fund will typically rebalance its allocation among the Underlying Funds by buying and selling Underlying Fund shares. Periodic rebalancing of the Fund’s allocation can cause the Underlying Funds to incur

4  Prospectus §TIAA-CREF Lifecycle Funds §Retail Class

	transactional expenses. These expenses can adversely affect performance of the Underlying Funds and the Lifecycle Funds.
•	Equity Securities Risk—The Fund invests to some degree in equity securities through certain Underlying Funds. 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. Therefore, the value of the Fund may increase or decrease as a result of its indirect interest in equity securities.
•	Fixed-Income Securities Risk—A portion of the assets of the Fund is allocated to Underlying Funds investing primarily in fixed-income securities. In general, when prevailing interest rates decline, the market value of fixed-income securities (particularly those paying a fixed rate of interest) tends to increase. Conversely, when prevailing interest rates increase, the market value of fixed-income securities (particularly those paying a fixed rate of interest) tends to decline. Therefore, the value of the Fund may increase or decrease as a result of its indirect interest in fixed-income securities.
•	Interest Rate Risk (a type of Market Risk)—The risk that bond or stock prices overall may decline when interest rates rise.
•	Income Volatility Risk—The risk that the level of current income from a portfolio of fixed-income securities will decline in certain interest rate environments.
•	Credit Risk (a type of Company Risk)—The risk that a decline in a company’s overall financial soundness may make it unable to pay principal and interest on bonds when due. This risk is heightened in the case of investments in lower-rated, high-yield fixed-income securities.
•	Call Risk—The risk that an issuer will redeem a fixed-income security prior to maturity.
•	Prepayment and Extension Risk—The risk of loss arising from changes in duration for certain fixed-income securities that allow for prepayment or extension.
•	Special Risks for Inflation-Indexed Bonds—Market values of inflation-indexed bonds can be affected by changes in investors’ inflation expectations or changes in “real” rates of interest (i.e., a security’s return over and above the inflation rate).

          For more detailed information about these risks and other risks, see the section entitled “Principal Risks of the Fund and Underlying Funds” below.

          There can be no guarantee that the Fund or an Underlying Fund will achieve its investment objective. As with all mutual funds, there is a risk that an investor could lose money by investing in the Fund.

          Lifecycle Retirement Income Fund

          Investment Objective. The Lifecycle Retirement Income Fund seeks high total return over time primarily through income, with a secondary emphasis on capital appreciation.

TIAA-CREF Lifecycle Funds § Retail Class § Prospectus  5

          Principal Investment Strategies. The Fund invests primarily in Underlying Funds according to a fixed, more conservative asset allocation strategy designed for investors who are already in or entering retirement. Currently, the Fund pursues this objective by investing in a diversified portfolio consisting of approximately 40% stocks and 60% bonds. The Fund expects to allocate approximately 40.0% of its assets to equity Underlying Funds and 60.0% of its assets to fixed-income Underlying Funds. These allocations represent current targets. The target allocations may change over time and actual allocations may vary up to 10% from the current target allocations. Within the equity and fixed-income asset classes, the Fund will then allocate its investments to particular market sectors represented by various Underlying Funds, such as domestic and international within the equity asset class and long- and medium-term and short-term maturities within the fixed-income asset class. These market sector allocations may vary up to 10% from the Fund’s target allocations. The Fund’s market sector target allocations and corresponding Underlying Funds are approximately as follows:

          Equity Asset Class

Market Sector	Target Allocation	Underlying Funds
Domestic Equity	30.0%	• Growth Equity Fund
		• Large-Cap Growth Fund
		• Large-Cap Value Fund
		• Small-Cap Equity Fund
International Equity	10.0%	• International Equity Fund
Fixed-Income Asset Class
Market Sector	Target Allocation	Underlying Funds
Long- and Medium-Term Maturity	51.0%	• Bond Fund
		• Bond Plus Fund II
		• Inflation-Linked Bond Fund
		• High-Yield Fund II
Short-Term Maturity	9.0%	• Short-Term Bond Fund II
		• Money Market Fund

          The relative allocations among Underlying Funds within a market sector may be changed at any time without notice to shareholders.

          Additional or replacement affiliated Underlying Funds for each market sector may be included, as well as additional or replacement market sectors when making future allocations if Advisors believes that such Underlying Funds and/or market sectors are appropriate in light of the Fund’s desired levels of risk and potential return at the particular time. However, if 10% or more of the Fund’s assets are expected to be invested in any Underlying Fund or market sector not listed above, shareholders will receive prior notice of such change. For example, an Underlying Fund may be replaced if another Underlying Fund or Funds is considered to be better representative of a particular market sector than the original Underlying Fund. Similarly, the Fund’s portfolio management

6  Prospectus § TIAA-CREF Lifecycle Funds  § Retail Class

team may add a new market sector if it believes that doing so will help the Fund seek its objective.

          The Fund’s indirect holdings in equity securities consist substantially of large-capitalization U.S. stocks, but also consist of holdings of foreign issuers and holdings in the stocks of small- and medium-sized U.S. companies. The Fund’s indirect holdings in fixed-income securities are primarily in investment-grade, taxable U.S. Government and corporate bonds, as well as mortgage-backed securities, high-yield (i.e., below investment-grade) bonds and inflation-linked bonds.

          The Fund’s benchmark index is a composite of the various benchmark indices of the Underlying Funds. The composite index is created by applying the results of each of the Underlying Fund’s benchmarks in proportion to the Fund’s target allocations.

          For flexibility related to meeting redemptions, paying expenses and making new investments, and as a short-term defensive technique during periods of unusual volatility, the Fund may invest in government securities, short-term instruments, shares of the TIAA-CREF Institutional Money Market Fund (the “Money Market Fund”) shares of other investment companies, including exchange-traded funds (“ETFs”). In doing so, the Fund may be successful in avoiding market losses, but may otherwise fail to achieve its investment objective.

          Approximately ten years after each of the other Lifecycle Funds attains its respective target retirement date, the Board may authorize its merger into the Lifecycle Retirement Income Fund or other similar fund.

          Principal Risks. Because the assets of the Lifecycle Retirement Income Fund will normally be allocated among Underlying Funds investing in equity and fixed-income securities, it will be subject in varying degrees to the risks of each of these types of securities. For example, a Lifecycle Fund that has a higher percentage allocation to Underlying Funds that invest in fixed-income securities would be more subject to the risks associated with investments in fixed-income securities. For fixed-income securities, those risks include interest rate risk, income volatility risk, call risk, credit risk, prepayment and extension risk, as well as the special risks of investing in inflation-indexed bonds. For equity securities, those risks include market risk and company risk, as well as foreign investment risk, style risk, growth and value investing risk and small/mid-cap risk. The Fund is also subject to asset allocation risk. Because equity securities usually are more volatile than fixed-income securities, the Fund’s overall level of risk should be higher than that of a fund investing primarily in fixed-income securities, but lower than that of a fund investing primarily in equity securities. As with all mutual fund investments, an investor could lose money by investing in this Fund. Please see “Principal Risks of Investing in the Fund” above and “Principal Risks of the Fund and Underlying Funds” below for more information.

TIAA-CREF Lifecycle Funds § Retail Class § Prospectus   7

PAST PERFORMANCE

          Performance information is not available for the Fund because it only recently commenced operations. Once the Fund has completed one calendar year of operations, its performance information will be included in the Prospectus.

FEES AND EXPENSES

          The tables on this page describe the fees and expenses that you may pay if you buy and hold Retail Class shares of the Fund. Retail Class shares of the Fund indirectly bear a pro rata share of fees and expenses incurred by the Underlying Funds in which the Fund invests, which are disclosed below.

SHAREHOLDER FEES (deducted directly from gross amount of transaction)

		Retail Class
Maximum Sales Charge Imposed on Purchases (percentage of offering price)		0	%
Maximum Deferred Sales Charge		0	%
Maximum Sales Charge Imposed on Reinvested Dividends and Other Distributions		0	%
Redemption Fee		0	%
Exchange Fee		0	%
Maximum Account Fee		0	%
Small Account Maintenance Fee (annual fee on accounts under $2,000)1	$	15.00

ANNUAL FUND OPERATING EXPENSES

RETAIL CLASS	Management Fees			Distribution (12b-1) Fees2			Other Expenses3			Acquired Fund Fees and Expenses4			Total Annual Fund Operating Expenses			Waivers and Expense Reimbursements5			Net Annual Fund Operating Expenses
Lifecycle Retirement
Income Fund		0.10	%		0.00	%		1.01	%		0.36	%		1.47	%		1.11	%		0.36	%

1	This fee will be implemented in October 2008. The small account maintenance fee will be deducted from your Fund account. See “Other Investor Information — Small Account Maintenance Fee” below for more information.
2	The Fund’s Retail Class has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act that permits the Fund to reimburse Teachers Personal Investors Services, Inc. (“TPIS”), a subsidiary of TIAA and principal underwriter of the Fund, for certain promotional expenses of selling Retail Class shares in an amount up to 0.25% of the net asset value of the shares on an annual basis. However, TPIS has contractually agreed not to seek any reimbursements under the Plan through at least April 30, 2009. Thus, no Distribution (12b-1) Fees are shown.
3	Other Expenses are estimates for the current fiscal year ending September 30, 2008.
4	“Acquired Fund Fees and Expenses” are the Fund’s proportionate amount of the expenses of the Underlying Funds in which it invests. These expenses are not paid directly by Fund shareholders. Instead, Fund shareholders bear these expenses indirectly because they reduce the performance of the Underlying Funds in which the Fund invests. Because of changes to the Underlying Funds’ expense reimbursement arrangements that take effect on February 1, 2008, the “Acquired Fund Fees and Expenses” are estimated based on these new arrangements, and not on the Underlying Funds’ historical expenses.
5	Advisors has contractually agreed to waive its 0.10% management fee on the Fund through at least April 30, 2009. In addition, Advisors has contracted to reimburse the Fund for all of the “Other Expenses” of the Retail Class through April 30, 2009.

8  Prospectus § TIAA-CREF Lifecycle Funds § Retail Class

         Example

          The following example is intended to help you compare the cost of investing in the Retail Class 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 period indicated and then redeem all of your shares at the end of that period. The example also assumes that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same. It is based on the net annual operating expenses described in the fee table, including the weighted average of the operating expenses of the Underlying Funds. The table assumes that there are no waivers or reimbursements in place on the Fund after April 30, 2009 or the Underlying Funds after January 31, 2009. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

RETAIL CLASS	1 Year		3 Years
Lifecycle Retirement Income Fund	$	37	$	267

ADDITIONAL INFORMATION ABOUT INVESTMENT STRATEGIES AND RISKS

MORE ABOUT THE LIFECYCLE FUNDS’ STRATEGY

          General Information About the Lifecycle Funds

          This Prospectus describes the Retail Class shares of the Fund, which is part of a sub-family of funds of the forty-two funds offered by the Trust. Each Lifecycle Fund is a separate investment portfolio or mutual fund, and has its own investment objective, investment strategies, restrictions and associated risks. An investor should consider each Lifecycle Fund separately to determine if it is an appropriate investment. Allocations for the Lifecycle Funds are based on historical risk/return characteristics. If an asset class, market sector or Underlying Fund should perform in a fashion that varies from historical characteristics, then the allocations may not achieve the intended risk/return characteristics. The investment objective of each Lifecycle Fund, the investment strategies by which it seeks its objective, and those investment restrictions not specifically designated as fundamental may be changed by the Board of Trustees of the Trust without shareholder approval. Certain investment restrictions described in the Statement of Additional Information (“SAI”) are fundamental and may only be changed with shareholder approval. Each Lifecycle Fund is diversified under the Investment Company Act of 1940, as amended (“1940 Act”).

          Future Potential Investments

          A portion of the Fund may be invested in certain annuity or other contracts issued by Teachers Insurance and Annuity Association of America (“TIAA”), to the extent that it is determined that they are appropriate in light of the Fund’s desired levels of risk and potential return at the particular time, and provided that the Fund has received the necessary exemptive relief from the SEC.

TIAA-CREF Lifecycle Funds § Retail Class § Prospectus   9

          Rebalancing

          In order to maintain its target allocations, the Fund will invest incoming monies from share purchases to underweighted Underlying Funds. If cash flows are not sufficient to reestablish the prescribed target allocation for the Fund, it will typically rebalance its allocation among the Underlying Funds by buying and selling Underlying Fund shares. To minimize the amount of disruption to the Fund’s portfolio, rebalancings, reallocations or adjustments to the investment glidepath may occur gradually depending on Advisors’ assessment of, among other things, fund flows and market conditions.

SUMMARY INFORMATION ABOUT THE UNDERLYING FUNDS

          The following is a summary of the objectives and principal investment strategies of the Underlying Funds in which the Fund may invest, along with a description of their benchmark indices, which make up the Fund’s composite index. For a discussion of the risks associated with these investments, see the “Principal Risks of the Fund and Underlying Funds” section. For a more detailed discussion of the investment strategies and risks of the Underlying Funds, see their Institutional Class Prospectus at www.tiaa-cref.org/Prospectuses.

Fund	Investment Objective and Strategies/Benchmark
Growth Equity Fund	Seeks a favorable long-term return, mainly through capital appreciation, primarily from equity securities. Under normal circumstances, the Fund will invest primarily in equity securities that Advisors believes present the opportunity for growth. The Fund’s benchmark is the Russell 1000® Growth Index, a subset of the Russell 1000® Index. The Russell 1000® Index represents the top 1,000 U.S. equity securities in market capitalization, and the Russell 1000® Growth Index represents securities within the Russell 1000® Index that have higher relative forecasted growth rates and price/book ratios.
Large-Cap Growth Fund	Seeks a favorable long-term return, mainly through capital appreciation, primarily from equity securities. Under normal circumstances, the Fund will invest primarily in large-cap equity securities that Advisors believes present the opportunity for growth. The Fund’s benchmark is the Russell 1000® Growth Index (see description above).
Large Cap-Value Fund	Seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of large domestic companies. Under normal circumstances, the Fund will invest primarily in equity securities of large domestic companies that appear undervalued by the market based on an evaluation of their potential worth. The Fund’s benchmark is the Russell 1000® Value Index, a subset of the Russell 1000® Index (see description above). The Russell 1000® Value Index contains higher weightings of roughly one-third of the securities in the Russell 1000® Index with lower relative growth rates and price/book values and lower weightings of the roughly middle third of companies in the Russell 1000® Index.
Small-Cap Equity Fund	Seeks a favorable long-term return, mainly through capital appreciation and current income, primarily from equity securities of small, domestic companies. Under normal circumstances, the Fund will invest primarily in equity securities of smaller, domestic companies, across a wide range of sectors, growth rates and valuations, which appear to have favorable prospects for significant long-term capital appreciation. The Fund’s benchmark is the Russell 2000® Index, which represents the largest 2,000 U.S. equities in market capitalization following the top 1,000 U.S. equities in market capitalization.

10  Prospectus § TIAA-CREF Lifecycle Funds § Retail Class

Fund	Investment Objective and Strategies/Benchmark
International Equity Fund	Seeks a favorable long-term return, mainly through capital appreciation, primarily from equity securities of foreign issuers. Under normal circumstances, the Fund will invest primarily in equity securities of foreign issuers in at least three countries other than the United States. The Fund’s benchmark is the MSCI EAFE® Index, which tracks the performance of the leading stocks in 21 developed countries outside of North America.
Bond Fund	Seeks as favorable a long-term total return through income as is consistent with preserving capital, primarily from investment-grade fixed-income securities. The Fund’s benchmark is the Lehman Brothers U.S. Aggregate Index, which covers the U.S. investment-grade fixed-rate bond market, including government and credit securities, agency mortgage pass-through securities, asset-backed securities and commercial mortgage-backed securities.
Bond Plus Fund II	Seeks a favorable long-term return, primarily through high current income consistent with preserving capital by primarily investing in bonds. The Fund’s benchmark is the Lehman Brothers U.S. Aggregate Index (see description above). At least 75% of the Fund’s assets are primarily invested in a broad range of the debt securities found in the Lehman Index. The Fund also invests in securities with special features, like illiquid securities or non-investment-grade securities.
Inflation-Linked Bond Fund	Seeks a long-term rate of return that outpaces inflation, primarily through inflation-indexed bonds by investing primarily in fixed-income securities whose returns are designed to track the Consumer Price Index for All Urban Consumers (“CPI-U”) over the life of the security. The Fund’s benchmark is the Lehman Brothers U.S. Treasury Inflation-Protected Securities (“TIPS”) Index, which measures the return of fixed-income securities with fixed-rate coupon payments that adjust for inflation as measured by the Consumer Price Index.
High-Yield Fund II	Seeks high current income and, when consistent with its primary objective, capital appreciation by investing primarily in debt and other fixed-income securities rated lower than investment-grade (and their unrated equivalents) or other high-yielding debt securities. The Fund’s benchmark is the Merrill Lynch BB/B Cash Pay Issuer Constrained Index, which tracks the performance of debt securities that pay interest in cash, and have a credit rating of BB or B.
Short-Term Bond Fund II	Seeks high current income consistent with preservation of capital by investing primarily in U.S. Treasury and agency securities and corporate bonds with maturities of less than 5 years. The Fund’s benchmark is the Lehman Brothers Mutual Fund Short (1-5 year) U.S. Government/Credit Index, which tracks the performance primarily of U.S. Treasury and agency securities and corporate bonds with 1-5 year maturities.
Money Market Fund	Seeks high current income consistent with maintaining liquidity and preserving capital by investing primarily in high-quality, short-term money market instruments. The Fund seeks to maintain a stable net asset value of $1.00 per share, although it is still possible to lose money by investing in the Fund. The Fund’s benchmark is the iMoneyNet Money Fund Report AverageTM—All Taxable.

TIAA-CREF Lifecycle Funds § Retail Class § Prospectus  11

PRINCIPAL RISKS OF THE FUND AND UNDERLYING FUNDS

          Equity Securities

          The Fund invests in equity securities through certain Underlying Funds. 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. Therefore, the value of the Fund may increase or decrease as a result of their interest in equity securities.

          More specifically, an investment in equity securities is subject to the following investment risks, among others:

          Market Risk. This is the risk that the price of equity securities may decline in response to general market and economic conditions or events. Accordingly, the value of the equity securities that an Underlying Fund holds may decline over short or extended periods of time. Any stock is subject to the risk that the stock market as a whole may decline in value, thereby depressing the stock’s price. Equity markets 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.

          Company Risk (often called Financial Risk). This is the risk that an issuer’s earnings prospects and overall financial position will deteriorate, causing a decline in the security’s value over short or extended periods of time.

          Style Risk. Some of the Underlying Funds in which the Fund invests use either a growth or value investing style. Investing pursuant to a particular style carries the risk that either style may be out of favor in the marketplace for various periods of time, leading to significant declines in an Underlying Fund’s portfolio value. More specifically, Underlying Funds with a growth investing style, like the Growth Equity Fund or the Large-Cap Growth Fund, may be invested in growth stocks with higher valuations that make them more volatile. For example, a growth stock’s value may experience a larger decline on a lower earnings forecast or a negative event or market development. Also, a growth stock’s expected higher earnings growth may not occur or be able to be sustained. Underlying Funds with a value investing style, like the Large-Cap Value Fund, may be invested in securities believed to be undervalued, which may be subject to risks that (1) the issuer’s potential business prospects will not be realized; (2) their potential values will never be recognized by the market; and (3) their value when acquired was appropriately priced when acquired.

          Securities of Small and Medium-Sized Companies

          The Fund’s portfolio includes an allocation to the Small-Cap Equity Fund, an Underlying Fund investing primarily in the equity securities of smaller companies. In addition, other Underlying Funds may invest in small or medium-sized company securities to some degree. Small and medium-sized company securities may experience greater fluctuations in price than the securities of larger companies.

12  Prospectus § TIAA-CREF Lifecycle Funds § Retail Class

          From time to time, small or medium-sized company securities may have to be sold at a discount from their current market prices or in small lots over an extended period. In addition, it may sometimes be difficult to find buyers for securities of small or medium-sized companies that an Underlying Fund wishes to sell when the company is not perceived favorably in the marketplace or during periods of poor economic or market conditions. The costs of purchasing and selling securities of small or medium-sized companies are sometimes greater than those of more widely traded securities.

          Foreign Investments

          The Fund’s portfolio includes an allocation to the International Equity Fund, an Underlying Fund investing primarily in foreign securities. In addition, other Underlying Funds may invest to some extent in foreign securities. Investing in foreign investments entails risks beyond those of domestic investing. The risks of investing in securities of foreign issuers, securities or contracts traded on foreign exchanges or in foreign markets, or securities or contracts payable in foreign currency, include (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 difficulty in interpreting it because of foreign regulations and accounting standards; (6) the 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 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. The risks described above often increase in countries with emerging markets.

          Fixed-Income Securities

          A portion of the assets of the Fund is allocated to Underlying Funds investing primarily in fixed-income securities. An investment in fixed-income securities is subject to the following risks, among others:

          Income Volatility Risk. This refers to the risk that the level of current income from a portfolio of fixed-income securities will decline in certain interest rate environments.

          Credit Risk (a type of Company Risk). This is the risk that a decline in a company’s financial position may prevent it from making principal and interest payments on fixed-income securities when due. Credit risk relates to the possibility that the issuer could default on its obligations, thereby causing an Underlying Fund to lose some or all of its investment in the security.

          The High-Yield Fund II invests primarily in higher-yielding fixed-income securities that are rated below investment-grade by rating agencies. Credit risk is

TIAA-CREF Lifecycle Funds § Retail Class § Prospectus   13

heightened in the case of these high-yield instruments because their issuers are typically weak in financial health and their ability to pay interest and principal is uncertain. Compared to issuers of investment-grade securities, they are more likely to encounter financial difficulties and to be materially affected by such difficulties. High-yield securities may also be relatively more illiquid, therefore they may be more difficult for the High-Yield Fund II to purchase or sell.

          Call Risk. This is the risk that an issuer will redeem a fixed-income security prior to maturity. This often happens when prevailing interest rates are lower than the rate specified for the fixed-income security. If a fixed-income security is called early, an Underlying Fund may not be able to benefit fully from the increase in value that other fixed-income securities experience when interest rates decline. Additionally, an Underlying Fund would likely have to reinvest the payoff proceeds at current yields, which are likely to be lower than the fixed-income security in which the Fund originally invested.

          Interest Rate Risk (a type of Market Risk). This is the risk that the value or yield of fixed-income securities may decline if interest rates change. In general, when prevailing interest rates decline, the market value of fixed-income securities (particularly those paying a fixed rate of interest) tends to increase. Conversely, when prevailing interest rates increase, the market value of fixed-income securities (particularly those paying a fixed rate of interest) tends to decline. Depending on the timing of the purchase of a fixed-income security and the price paid for it, changes in prevailing interest rates may increase or decrease the security’s yield. Fixed-income securities with longer durations tend to be more sensitive to interest rate changes than shorter-term securities.

          Prepayment Risk and Extension Risk. These risks are normally present in mortgage-backed securities and other asset-backed securities. For example, homeowners have the option to prepay their mortgages. Therefore, the duration of a security backed by home mortgages can either shorten (prepayment risk) or lengthen (extension risk). If interest rates on new mortgage loans fall sufficiently below the interest rates on existing outstanding mortgage loans, the rate of prepayment generally increases. Conversely, if mortgage loan interest rates rise above the interest rates on existing outstanding mortgage loans, the rate of prepayment generally decreases. In either case, a change in the prepayment rate and the resulting change in duration of fixed-income securities held by a Fund can result in losses to investors in the Fund.

          Risks Relating to Inflation-Indexed Bonds. Market values of inflation-indexed bonds can be affected by changes in investors’ inflation expectations or changes in “real” rates of return (i.e., a security’s return over and above the inflation rate). Also, the inflation index that a bond is intended to track may not accurately reflect the true rate of inflation. If the market perceives that an index does not accurately reflect inflation, the market value of inflation-indexed bonds could be adversely affected.

14  Prospectus § TIAA-CREF Lifecycle Funds § Retail Class

NON-PRINCIPAL INVESTMENT STRATEGIES OF THE UNDERLYING FUNDS

         The Equity Funds

          The Underlying Funds that invest primarily in equity securities—the Growth Equity Fund, the Large-Cap Growth Fund, the Large-Cap Value Fund, the Small-Cap Equity Fund and the International Equity Fund, (collectively, the “Equity Funds”)—may invest in short-term debt securities of the same type as those held by the Money Market Fund and other kinds of short-term instruments. These short-term debt securities help the Funds maintain liquidity, use cash balances effectively, and take advantage of attractive investment opportunities. The Equity Funds also may invest up to 20% of their net assets in fixed-income securities. The Equity Funds may also manage cash by investing in money market funds or other short-term investment company securities.

          Each Equity Fund also may buy and sell (1) put and call options on securities of the types they each may invest in and on securities indices composed of such securities, (2) futures contracts on securities indices composed of securities of the types in which each may invest, and (3) put and call options on such futures contracts. The Equity Funds may use such options and futures contracts for hedging, cash management and to increase total return. Futures contracts permit a Fund to gain 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. To manage currency risk, the Equity Funds 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.

          Where appropriate futures contracts do not exist, or if the Equity Funds deem advisable for other reasons, the Funds may invest in investment company securities, such as ETFs. The Equity Funds may also use ETFs for purposes other than cash management, including gaining exposure to certain sectors or securities that are represented by ownership in ETFs. The Lifecycle Funds may also invest in ETFs for cash management purposes or as a short-term defensive technique. When the Equity Funds or the Lifecycle Funds invest in ETFs or other investment companies (like the Underlying Funds), the Funds bear a proportionate share of expenses charged by the investment company in which they invest.

          The Equity Funds may also invest in derivatives and other newly developed financial instruments, such as equity swaps (including arrangements where the return is linked to a stock market index) and equity-linked fixed-income securities, so long as these are consistent with the Fund’s investment objective and restrictions and current regulations.

          The Fixed-Income Funds

          The Underlying Funds that invest primarily in fixed-income securities—the Bond Fund, the Bond Plus Fund II, the Inflation-Linked Bond Fund, the High-Yield Fund II and the Short-Term Bond Fund II (collectively, the “Fixed-Income Funds”)—may make certain other investments, but not as principal strategies. For example, these Funds may invest in interest-only and principal-only

TIAA-CREF Lifecycle Funds § Retail Class § Prospectus  15

mortgage-backed securities. These instruments have unique characteristics and are more sensitive to prepayment and extension risks than traditional mortgage-backed securities. Similarly, the Fixed-Income Funds may also buy and sell put and call options, futures contracts, and options on futures. The Fixed-Income Funds intend to use options and futures primarily as a hedging technique or for cash management. To manage currency risk, these Fixed-Income Funds can also enter into forward currency contracts, and buy or sell options and futures on foreign currencies. These Funds can also buy and sell swaps and options on swaps, so long as these are consistent with each Fund’s investment objective and restrictions and current regulations.

          Investments for Temporary Defensive Purposes

          Each Underlying Fund may, for temporary defensive purposes, invest all of its assets in cash and money market instruments. In doing so, the Underlying Fund may be successful in avoiding market losses but may otherwise fail to achieve its investment objective.

PORTFOLIO TURNOVER

          While the Fund will normally seek to invest in Underlying Funds for the long term, it may frequently rebalance those holdings with the goal of staying close to its projected target allocation. Therefore, the Fund may sell shares of Underlying Funds regardless of how long they have been held. The Fund is generally managed without regard to tax ramifications.

          An Underlying Fund that engages in active and frequent trading of portfolio securities will have a correspondingly higher “portfolio turnover rate.” A high portfolio turnover rate for an Underlying Fund generally will result in greater brokerage commission expenses borne by the Fund and, ultimately, by shareholders. None of the Underlying Funds are subject to a specific limitation on portfolio turnover, and securities of each Underlying Fund may be sold at any time such sale is deemed advisable for investment or operational reasons.

SHARE CLASSES

          Each Lifecycle Fund offers Retirement Class shares and Institutional Class shares. The Lifecycle Retirement Income Fund also offers Retail Class shares. Each Lifecycle Fund’s investments are held by the Fund as a whole, not by a particular share class, so an investor’s 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. Please see the respective Prospectuses for each of the classes for more information, including eligibility requirements. After determining which classes you are eligible to buy, decide which class best suits your needs. Please contact the Lifecycle Funds if you have questions or would like assistance in determining which class is right for you.

16  Prospectus § TIAA-CREF Lifecycle Funds § Retail Class

INVESTMENT ADVISER

          Advisors manages the assets of the Fund under the supervision of the Board of Trustees of the Trust. Advisors is an indirect wholly owned subsidiary of 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, the TIAA-CREF Life Funds and the other series of the Trust, including the Underlying Funds. Through an affiliated investment adviser, TIAA-CREF Investment Management, LLC (“Investment Management”), the personnel of Advisors also manage the investment accounts of CREF. As of December 31, 2007, Advisors and Investment Management together had approximately $234 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 offered in this Prospectus, however, pays the management fees and other expenses that are described in the table in the Fees and Expenses section. The fees paid by the Fund to Advisors and its affiliates are intended to compensate these service providers for their services to the Fund and are not limited to the reimbursement of the service providers’ costs. Thus, under these arrangements, Advisors and its affiliates can earn a profit or incur a loss on the services which they render to the Fund.

          Advisors’ duties include developing and administering the asset allocation program for the Fund. In managing the Underlying Funds, Advisors conducts research, recommends investments and places orders to buy and sell securities. Advisors also supervises and acts as liaison among the various service providers to the Fund and the Underlying Funds, such as the custodian and transfer agent.

          Under the terms of an Investment Management Agreement between the Trust and Advisors, Advisors is entitled to a fee at an annual rate of 0.10% of the average daily net assets of the Fund. Advisors has contractually agreed to waive this management fee on the Fund through at least April 30, 2009. Due to this waiver, Advisors has not received any management fees from the Fund.

          A discussion regarding the basis for the Board of Trustees’ initial approval of the Fund’s Investment Management Agreement will be available in the Lifecycle Funds’ semi-annual shareholder report for the period ending March 31, 2008. For a free copy, please call 800 842-2776, visit the Funds’ website at www.tiaa-cref.org/mfs or visit the SEC’s website at www.sec.gov.

TIAA-CREF Lifecycle Funds § Retail Class § Prospectus   17

          The Fund is managed by a team of investment professionals who are jointly responsible for the day-to-day management of the Fund. Information about the managers responsible for the Fund is set forth below.

			Total Experience (since dates specified below)
Name & Title	Role	Experience Over Past Five Years	At TIAA	Total Years	On Team
John M. Cunniff, CFA Managing Director	Asset Allocation (allocation strategies)	Teachers Advisors, Inc., TIAA and its affiliates – 2006 to Present (quantitative portfolio manager); Morgan Stanley Investment Management – 2001 to 2006 (U.S. Research Director (oversight of equity research analysis team for U.S. market segments))	2006	1992	2007
Hans L. Erickson, CFA Managing Director	Asset Allocation (general oversight)	Teachers Advisors, Inc., TIAA and its affiliates – 1996 to Present (oversight responsibility for all quantitative equity strategies, equity index funds and asset allocation funds)	1996	1988	2007
Pablo Mitchell Director	Asset Allocation (daily portfolio management)	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (quantitative portfolio manager; various quantitative equity research responsibilities); Thomson Vestek – 2003 to 2004 (senior quantitative researcher for equity and fixed-income performance analysis and risk modeling)	2004	2003	2007

          The Lifecycle Funds’ SAI provides additional disclosure about the compensation structure of each of the Fund’s portfolio managers, the other accounts they manage, total assets in those accounts and potential conflicts of interest, as well as the portfolio managers’ ownership of securities in the Funds they manage.

DISTRIBUTION ARRANGEMENTS

          TPIS distributes the Fund’s 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. In addition, TPIS, Services or Advisors may pay intermediaries out of their own assets to support the distribution of Retail Class 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.

18Prospectus § TIAA-CREF Lifecycle Funds § Retail Class

          The Trust has adopted a Distribution Plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act for Retail Class shares of the Fund. Under the Distribution Plan, the Trust may reimburse TPIS for all or part of certain expenses that are incurred in connection with the promotion and distribution of the Retail Class shares of the Fund, up to an annual rate of 0.25% of the average daily net asset value of Retail Class shares of the Fund. Fees to be paid with respect to the Retail Class of the Fund under the Distribution Plan will be calculated daily and paid monthly. The annual fees payable with respect to Retail Class shares of the Fund are intended to reimburse TPIS for expenses it incurs promoting the sale of shares and providing ongoing servicing and maintenance of accounts of Fund shareholders, including salaries and other expenses relating to the account servicing efforts. Because these fees are paid out of the Fund’s Retail Class assets on an ongoing basis, over time they will increase the cost of a shareholder’s investment and may cost more than paying other types of sales charges. TPIS has contractually agreed not to seek any reimbursements from the Fund under the Distribution Plan through at least April 30, 2009.

CALCULATING SHARE PRICE

          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). The Fund does not price its shares on days that the NYSE is closed. The Fund computes its NAV by calculating the value of the Fund’s assets, less its liabilities, and computes its NAV per share by dividing its NAV allocable to each share class by the number of outstanding shares of that class. The assets of the Fund consist primarily of shares of the Underlying Funds, which are valued at their respective NAVs. Therefore, the share price of the Fund is determined based on the NAV per share of each of the Underlying Funds (and the value of any other assets and liabilities of the Fund).

          To value securities and other instruments held by the Underlying Funds (other than for the Money Market Fund), the Underlying Funds usually use market quotations or values obtained from independent pricing services to value such assets. If market quotations or values from independent pricing services are not readily available or are not considered reliable, the Underlying Funds will use a security’s “fair value,” as determined in good faith by or under the direction of the Board of Trustees. The Underlying Funds may also use fair value if events that have a significant effect on the value of an investment (as determined in Advisors’ discretion) occur between the time when its price is determined and the time a Fund’s NAV is calculated. Like the Fund, the Underlying Funds do not price their shares on dates when the NYSE is closed. This remains the case for Underlying Funds that invest in foreign securities that are primarily listed on foreign exchanges that trade on days when the Underlying Funds do not price their shares, even though such securities may continue to

TIAA-CREF Lifecycle Funds § Retail Class § Prospectus  19

trade and their values may fluctuate when the NYSE is closed. For example, the Underlying Funds might use a domestic security’s 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 an Underlying Fund’s 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 an Underlying Fund’s NAV.

          Fair value pricing most commonly occurs with securities that are primarily traded outside of the United States. Fair value pricing may occur, for instance, where there are significant market movements in the U.S. after foreign markets have closed, and there is the expectation that securities traded on foreign markets will adjust based on market movements in the U.S. when their markets open the next day. In these cases, the Underlying Funds may fair value certain foreign securities when it is felt that the last traded price on the foreign market does not reflect the value of that security at 4:00 p.m. Eastern Time. 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 an affected Underlying Fund to the detriment of longer-term shareholders, it may reduce some of the certainty in pricing obtained by using actual market close prices.

          Money market instruments (other than those held by the Money Market Fund) with maturities of one year or less are valued using market quotations or independent pricing sources or derived from a pricing matrix that has various types of money market instruments along one axis and various maturities along the other.

          To calculate the Money Market Fund’s NAV per share, its portfolio securities are valued at their amortized cost. This valuation method does not take into account unrealized gains or losses on the Money Market Fund’s portfolio securities. Amortized cost valuation involves first valuing a security at cost, and thereafter assuming an amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the security’s market value. While this method provides certainty in valuation, there may be times when the value of a security, as determined by amortized cost, may be higher or lower than the price the Money Market Fund would receive if it sold the security.

DIVIDENDS AND DISTRIBUTIONS

          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 securities held by the Fund and capital gains realized from the sale of securities. The Fund plans to pay dividends quarterly and any net capital gains from the Fund are intended to be paid once a year.

20  Prospectus § TIAA-CREF Lifecycle Funds § Retail Class

          Retail Class shareholders may 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 will be automatically reinvested in additional shares 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 will be automatically reinvested in additional shares of another Fund in which you already hold shares.
3.	Income-Earned Option. Your long-term capital gain distributions will be 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 will be 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 Fund’s distribution date, it makes distributions on a per share basis to shareholders who owned 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 Retail Class shares through a variable 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 your plan sponsor or intermediary for more details.

TAXES

          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 must pay 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 distributions

TIAA-CREF Lifecycle Funds § Retail Class § Prospectus  21

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”). Long-term capital gain distributions generally may be taxed at a maximum federal rate of 15% to individual investors (or at 5% (0% for taxable years beginning after December 31, 2007) to individual investors who are in the 10% or 15% tax bracket). These rates are scheduled to apply through 2010. Whether a capital gain distribution is considered long-term or short-term depends on how long the Fund held the securities that led to the gain.

          A portion of ordinary income dividends paid by the Fund to non-corporate 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 aggregate qualified dividend income received by the Fund from the Underlying Funds. Notwithstanding this, certain holding period requirements with respect to a shareholder’s 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 2010. Additional information about this can be found in the SAI.

          Taxes on transactions. Unless a transaction involves Fund shares held in a tax-deferred account, redemptions, including sales and 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.

          Whenever you sell shares of the Fund, you will be sent a confirmation statement showing how many shares you sold and at what price. However, you or your tax preparer must determine whether this sale resulted in a capital gain or loss and the amount of tax to be paid on any gain. Be sure to keep your regular account statements; the information they contain will be essential in calculating the amount of your capital gains or losses.

          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. 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 held your shares through a tax deferred arrangement such as 401(a), 401(k) or

22  Prospectus § TIAA-CREF Lifecycle Funds § Retail Class

403(b) plans or IRAs, 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 Underlying Funds and their investments and these taxes generally will reduce the Fund’s distributions.

          Other restrictions. There are tax requirements that all mutual funds must follow in order to avoid federal taxation. In an effort to adhere to these requirements, the Fund or an Underlying 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 that the Fund receives from the Underlying Funds. 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 Retail Class shares they hold (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 adviser.

          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 adviser about the effect of your investment in the Fund in your particular situation. Additional tax information can be found in the SAI.

YOUR ACCOUNT: PURCHASING, REDEEMING OR
EXCHANGING SHARES

TYPES OF ACCOUNTS

          Retail Class shares of the Fund 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).

• Trust accounts (other than foreign trust accounts).

• Financial advisor accounts.

• Accounts for a minor child under the Uniform Gift to Minors Act (UGMA) or Uniform Transfer to Minors Act (UTMA).

TIAA-CREF Lifecycle Funds § Retail Class § Prospectus  23

• 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 (and categories of shareholders) as may be approved from time to time.

          The Fund will only accept accounts with a U.S. 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.

HOW TO PURCHASE SHARES

          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 a Fund consultant at 800 223-1200. You can also download and print the application from the Fund’s website at www.tiaa-cref.org. If you intend to hold your shares indirectly through a financial intermediary, please contact the intermediary about initiating purchases of Lifecycle 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, cashier’s checks, cash 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 Lifecycle 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.

24  Prospectus § TIAA-CREF Lifecycle Funds § Retail Class

          The Fund considers all purchase requests to be received when they are received in “good order” by the Fund’s 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 Fund’s 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 Lifecycle Funds-Retail Class, and application to:

First Class Mail:	The TIAA-CREF Lifecycle Funds—Retail Class
	c/o Boston Financial Data Services
	P.O. Box 8009
	Boston, MA 02266-8009
Overnight Mail:	The TIAA-CREF Lifecycle Funds—Retail Class
	c/o Boston Financial Data Services
	30 Dan Road
	Canton, MA 02021-2809

          Once submitted, your transaction cannot be modified or canceled.

          To Open An Account By Wire: Send the Fund your application by mail, then call 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 Lifecycle Funds-Retail Class;

• Account registration (names of registered owners), address and Social Security number(s) or taxpayer identification number;

• Indicate if this is for a new or existing account (provide Fund account number if existing);

• The Fund’s name 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 provide your name, address, Fund account number and the Fund’s name and the amount to be invested.

          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.

TIAA-CREF Lifecycle Funds § Retail Class § Prospectus   25

          To begin this service, send the Fund a voided check or savings account investment slip. It may 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 was provided at the time the account was established. If you do not want the telephone purchase option, you can indicate this on the application or call the Fund at 800 223-1200 any time 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 Fund’s website.

          Over the Internet: With TIAA-CREF’s 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-CREF’s Web Center can be accessed through TIAA-CREF’s homepage at www.tiaa-cref.org.

          Before you can use TIAA-CREF’s 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-CREF’s 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-CREF’s 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 (you do not have to send the Fund an application again).

          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 requests will be deemed to be not in “good order” (see below) and 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.

26  Prospectus § TIAA-CREF Lifecycle Funds § Retail Class

• Your ability to purchase shares may be restricted due to limitations on purchases or exchanges, including limitations under the Fund’s Market Timing/Excessive Trading Policy (see below).

• If you hold your shares through a financial intermediary, they may charge you additional fees. Contact them to find out if they impose any other conditions 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 shareholder, shares from any of your account(s) may be redeemed 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 that potentially criminal activity has been identified, the Fund reserves the right to take such action as deemed appropriate, which may include closing your account.

          In-Kind Purchases of Shares

          Advisors, at its sole discretion, may permit a shareholder to purchase Retail Class shares with investment securities (instead of cash), if: (1) Advisors believes the securities are appropriate investments for the particular Lifecycle Fund; (2) the securities offered to the Lifecycle 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 Lifecycle Fund’s investment restrictions. If the Lifecycle Fund accepts the securities, the shareholder’s 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 Lifecycle Funds or their intermediary or plan sponsor. Otherwise, shareholders interested in making in-kind purchases should contact the Lifecycle Funds directly.

HOW TO REDEEM SHARES

          You may redeem (sell) your Retail Class shares of the Fund at any time. Redemptions must be for at least $250 or the balance of your investment in a

TIAA-CREF Lifecycle Funds § Retail Class § Prospectus   27

Fund, if less. 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.

          Usually, the Fund sends your redemption proceeds to you on the second business day after the Fund receives your request, but not later than seven days afterwards, assuming the request is received in good order by the Fund’s 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 may 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 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 in several different ways: 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.

          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 have the telephone redemption option automatically. If you do not want to be able to redeem by telephone, indicate this on your application or call the Fund any time after opening your account. Telephone 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 in the Fund 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 (minimum $250) of the redemption and the Fund’s name.

          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

28  Prospectus § TIAA-CREF Lifecycle Funds § Retail Class

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 not be in “good order” (see below) and will be returned.

• If you request a redemption by telephone within 30 days of changing your address, or if you would like the proceeds sent to someone else, you generally must send the Fund your request in writing with a Medallion Signature Guarantee of all owners exactly as registered on the account.

          In-Kind Redemptions of Shares

          Certain large redemptions of Lifecycle Fund shares may be detrimental to the Fund’s other shareholders because such redemptions can adversely affect a portfolio manager’s 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, a shareholder redeems (sells) shares in an amount that exceeds the lesser of (i) $250,000 or (ii) 1% of a Lifecycle Fund’s 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 Fund’s portfolio (which may consist of either Institutional Class shares of the Underlying Funds or actual securities originally held by the Underlying Funds) 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 Lifecycle Fund’s or Underlying Fund’s entire portfolio. The securities you receive will be selected by the Lifecycle Fund in its discretion. The shareholder receiving the securities will be responsible for disposing of the securities and bearing any associated costs.

HOW TO EXCHANGE SHARES

          Investors holding Retail Class shares of the Fund 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 Lifecycle Fund

TIAA-CREF Lifecycle Funds § Retail Class § Prospectus  29

	(however, as of the date of this Prospectus, no other Lifecycle Funds offered Retail Class shares);
•	a sale (redemption) of Retail Class shares of the Fund and the use of the proceeds to purchase Retail Class shares of another non-Lifecycle series in the Trust; or
•	a sale (redemption) of Retail Class shares of another Lifecycle Fund (however, as of the date of this Prospectus, no other Lifecycle Funds offered Retail Class shares) or another non-Lifecycle series of the Trust and the use of the proceeds to purchase Retail Class shares of the Fund.

          In each case, these exchanges may be made at any time, 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 to 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 accounts 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.

          Over the Internet: You can exchange shares using TIAA-CREF’s Web Center, which can be accessed through TIAA-CREF’s 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 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 to a Fund in which you already own shares must be for at least $50, and an exchange to a new Fund account must meet the account minimums as stated

30  Prospectus § TIAA-CREF Lifecycle Funds § Retail Class

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 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.

CONVERSION OF SHARES

          A share conversion is a transaction where shares of one class of a Fund are exchanged for shares of another class of the same Fund. Share conversions can occur between each share class of a Fund. Generally, share conversions occur where a shareholder becomes eligible for another share class of a 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.

          A request for a share conversion will not be processed until it is received in “good order” (as defined below) by the Fund’s 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 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 Fund’s market timing policies will not be applicable to share conversions. If you hold your shares through an Eligible Investor like an intermediary or plan

TIAA-CREF Lifecycle Funds § Retail Class § Prospectus   31

sponsor, please contact them 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 and you hold your shares through a TIAA-CREF administered account, you may place an order for a share conversion by calling 800 223-1200. If you hold your shares through a plan or intermediary, please contact them regarding conversions. Please be sure to read 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 have 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.

OTHER INVESTOR INFORMATION

          Good Order. Purchase, redemption and exchange requests are not processed until received in good order by the Fund’s transfer agent (or other 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 Fund’s transfer agent (or other authorized Fund agent). This information and documentation generally includes the 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 Fund’s 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 may have their own requirements for considering transaction requests to be in “good order.” If you hold your shares through a

32  Prospectus § TIAA-CREF Lifecycle Funds § Retail Class

financial intermediary, please contact them for their specific “good order” requirements.

          Share Price. If the Fund’s 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 Fund’s 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 Fund 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 day’s NAV per share as the transaction price.

          Small Account Maintenance Fee. Beginning in October 2008, the Fund will charge an annual small account maintenance fee of $15.00 per Retail Class account 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). This fee will be deducted from your Retail Class Fund account. Unless you hold your Fund shares through a non-taxable account, the redemption of Fund shares to pay for the fee will be a taxable event for you.

          You will be given 60 days’ notice to reestablish the minimum balance if your Fund account balance falls below $2,000 in order to avoid the annual small account maintenance fee. If you do not increase your balance, you will be assessed the small account maintenance fee as noted above.

          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 has aggregate 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; and accounts currently enrolled in the Fund’s automatic investment plan (AIP). 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.

          Minimum Account Size. 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 account size for any 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.

TIAA-CREF Lifecycle Funds § Retail Class § Prospectus   33

          Taxpayer Identification Number. If you hold your Fund shares directly, you must provide the Fund with your taxpayer identification number (which, for most individuals, is your Social Security number) and inform the Fund whether or not you are subject to back-up withholding for prior underreporting. 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.

          Changing Your Address. To change the address on your account, please call the Fund or send 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.

          Medallion Signature Guarantee. For some transaction requests (for example, when you are redeeming shares within 30 days of changing your address, bank or bank account or adding certain new services to an existing account), the Fund requires 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 United States 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 signature guarantee is required, please contact the Fund.

          Transferring Shares. You can transfer ownership of your account to another person or organization 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 a Medallion Signature Guarantee. When you change the name on an account, shares in that account are transferred to a new account.

          Transfer on Death. If you live in certain states, 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 the Fund 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.

          Telephone and TIAA-CREF Web Center Transactions. The Fund is not liable for losses from unauthorized telephone and 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 by telephone or through TIAA-CREF’s Web Center are genuine. The Fund also tape records telephone instructions and provides written confirmations. The Fund accepts all telephone instructions reasonably believed to be genuine and accurate. However, you should

34Prospectus §TIAA-CREF Lifecycle Funds §Retail Class

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.

          Limitations. Federal laws designed to counter terrorism and prevent money laundering might, in certain circumstances, require the Fund to block an account owner’s 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 Account. Representatives of TPIS may recommend that you buy Fund shares. TPIS, a TIAA subsidiary, is considered the principal underwriter for the Fund. TPIS representatives are only authorized to recommend securities of TIAA or its affiliates. They receive no commissions for these recommendations.

          Customer Complaints. Customer complaints may be directed to TIAA-CREF Institutional Mutual Funds, 730 Third Ave., New York, NY 10017-3206, attention: Director, Mutual Fund Distribution Services.

          Electronic Prospectuses. If you received this Prospectus electronically and would like a paper copy, please contact the Fund using the TIAA CREF Web Center at www.tiaa-cref.org and one will be sent to you.

MARKET TIMING/EXCESSIVE TRADING POLICY

          There are shareholders who may try to profit from making transactions back and forth among the Lifecycle Funds in an effort to “time” the market. As money is shifted in and out of the Fund, the Underlying Fund may incur transaction costs, including, among other things, expenses for buying and selling securities. These costs are borne by all Fund shareholders and Underlying 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’s market timing policies and procedures will not be applied to reinvestments of dividends and capital gains distributions, systematic withdrawals, systematic purchases, automatic rebalancings, certain transactions

TIAA-CREF Lifecycle Funds §Retail Class §Prospectus35

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’s management. 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’s management. The Fund’s management may also waive the market timing policies and procedures when it is believed that such waiver is in the Fund’s 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 Fund’s 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 Underlying Funds’ portfolio securities are fair valued, as necessary (most frequently their international holdings), to help ensure that a portfolio security’s true value is reflected in the Lifecycle Funds’ NAVs, 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 exceptions noted above). The Fund makes reasonable efforts to apply these policies and procedures to shareholders who own shares through omnibus accounts. 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 Fund’s policies are being followed and/or to instruct intermediaries to take action against shareholders who have violated the Fund’s 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 the Underlying Funds or their 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.

36  Prospectus §TIAA-CREF Lifecycle Funds §Retail Class

GLOSSARY

Code: The Internal Revenue Code of 1986, as amended, including any applicable regulations and Revenue Rulings.

Duration: Duration is a measure of volatility in the price of a bond in response to changes in prevailing interest rates, with a longer duration indicating more volatility. For an investment portfolio of fixed-income securities, duration is the weighted average of each security’s duration.

Equity Securities: 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 Securities: 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); and other non-equity securities that pay dividends.

Foreign Investments: Securities of foreign issuers, securities or contracts traded or acquired in foreign markets or on foreign exchanges, or securities or contracts payable or denominated in foreign currencies.

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.

High-Yield Bond: A bond that has been rated lower than investment-grade by rating agencies or is deemed as such by Advisors and that generally pays a higher yield to compensate for its greater risk of default.

Investment Glidepath: The general movement of the Lifecycle Funds’ target allocations from Underlying Funds that invest in equity securities to Underlying Funds that invest in fixed-income securities as a Fund’s target retirement date approaches, as well as after that target retirement date is obtained.

Investment-Grade: A fixed-income security is investment-grade if it is rated in the four highest categories by a nationally recognized statistical rating organization (“NRSRO”) or unrated securities that Advisors determines are of comparable quality.

Long- and Medium-Term Maturity: Loans and other debt obligations or liabilities with maturities greater than five years.

Short-Term Maturity: Loans and other debt obligations or liabilities with maturities from less than one year to five years.

U.S. Government Securities: Securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities.

TIAA-CREF Lifecycle Funds § Retail Class  § Prospectus  37

FINANCIAL HIGHLIGHTS

          Because the Fund is new, no financial highlights information is currently available for the Fund.

38  Prospectus § TIAA-CREF Lifecycle Funds  § Retail  Class

FOR MORE INFORMATION ABOUT THE LIFECYCLE FUNDS
AND TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

Statement of Additional Information (“SAI”). The SAI contains more information about certain aspects of the Lifecycle Funds. A current SAI has been filed with the U.S. Securities and Exchange Commission (“SEC”) and is incorporated into this Prospectus by reference. This means that the SAI is legally a part of the Prospectus.

Annual and Semiannual Reports. The Lifecycle Funds’ annual and semiannual reports will provide additional information about the Funds’ investments. In the Lifecycle Funds’ annual report, you will find a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during the preceding fiscal year. However, the 2007 annual report does not contain information on the Lifecycle 2045 Fund, Lifecycle 2050 Fund or the Lifecycle Retirement Income Fund because they only recently commenced operations.

Requesting Documents. You can request a copy of the SAI or these reports without charge, or contact the Funds for any other purpose, in any of the following ways:

     By telephone:

          Call 800 223-1200

     In writing:

          TIAA-CREF Lifecycle Funds—Retail Class
          c/o Boston Financial DataServices
          P.O. Box 8009
          Boston, MA 02266-8009

     Over the Internet:
          www.tiaa-cref.org

Information about TIAA-CREF Institutional Mutual Funds (including the SAI) can be reviewed and copied at the SEC’s public reference room (202 551-8090) in Washington, D.C. The reports and other information are also available through the EDGAR Database on the SEC’s 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 SEC’s Public Reference Section, Washington, D.C. 20549.

To lower costs and eliminate duplicate documents sent to your home, the Funds will mail only one copy of the Lifecycle Funds’ Prospectus, prospectus supplements, annual and semi-annual 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 Funds toll-free or write to the Funds as follows:

     By telephone:

          Call 800 223-1200

     In writing:

          TIAA-CREF Lifecycle Funds—Retail Class
          c/o Boston Financial DataServices
          P.O. Box 8009
          Boston, MA 02266-8009

811-9301

STATEMENT OF ADDITIONAL INFORMATION

TIAA-CREF
INSTITUTIONAL MUTUAL FUNDS

FEBRUARY 1, 2008

Growth Equity Fund

Growth & Income Fund

International 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

Mid-Cap Growth Index Fund

Mid-Cap Value Index Fund

Mid-Cap Blend Index Fund

Small-Cap Growth Index Fund

Small-Cap Value Index Fund

Small-Cap Blend Index Fund

International Equity Index Fund

Enhanced International Equity Index Fund

Enhanced Large-Cap Growth Index Fund

Enhanced Large-Cap Value Index Fund

Social Choice Equity Fund

Real Estate Securities Fund

Managed Allocation Fund II

Bond Fund

Bond Plus Fund II

Short-Term Bond Fund II

High-Yield Fund II

Tax-Exempt Bond Fund II

Inflation-Linked Bond Fund

Money Market Fund

This Statement of Additional Information (“SAI”) contains additional information that you should consider before investing in any of the above-listed series (each, a “Fund”) of the TIAA-CREF Institutional Mutual Funds (the “Trust”). It is not a prospectus and should be read carefully in conjunction with the TIAA-CREF Institutional Mutual Funds’ prospectuses for the Funds dated February 1, 2008 (each, a “Prospectus”), which may be obtained by writing the Funds at TIAA-CREF Institutional Mutual Funds, 730 Third Avenue, New York, New York 10017-3206 or by calling 877 518-9161.

Capitalized terms used, but not defined, herein have the same meaning as in the Prospectus. The audited financial statements for the fiscal year ended September 30, 2007 are incorporated into this SAI by reference to the TIAA-CREF Institutional Mutual Funds’ Annual Report to shareholders. The Funds will furnish you, without charge, a copy of the Annual Report on request.

TABLE OF CONTENTS

B-2	Investment Objectives, Policies, and Restrictions
B-2	Fundamental Policies
B-3	Investment Policies
B-21	Disclosure of Portfolio Holdings
B-22	Management of the Trust
B-22	The Board of Trustees
B-22	Trustees and Officers
B-24	Equity Ownership of the Trustees
B-25	Trustee and Officer Compensation
B-26	Board Committees
B-26	Proxy Voting Policies
B-27	Principal Holders of Securities
B-30	Underwriter
B-30	Investment Advisory and Other Services
B-30	Investment Advisory Services
B-33	Custodian, Transfer Agent and Fund Accounting Agent
B-33	Independent Registered Public Accounting Firm
B-33	Personal Trading Policy
B-33	Information about the Funds’ Portfolio Management Teams
B-37	About the Trust and the Shares
B-37	Class Structure
B-37	Distribution (12b-1) Plan

B-38	Indemnification of Shareholders
B-38	Indemnification of Trustees
B-38	Limitation of Fund Liability
B-38	Shareholder Meetings and Voting Rights
B-38	Shares
B-38	Additional Funds or Classes
B-38	Dividends and Distributions
B-39	Pricing of Shares
B-39	Investments for Which Market Quotations Are Readily Available
B-39	Equity Securities
B-39	Foreign Investments
B-39	Debt Securities
B-39	Special Valuation Procedures for the Money Market Fund
B-39	Options and Futures
B-40	Investments for Which Market Quotations Are Not Readily Available
B-40	Tax Status
B-45	Brokerage Allocation
B-48	Directed Brokerage
B-48	Legal Matters
B-48	Experts
B-48	Financial Statements
B-49	Appendix A: TIAA-CREF Policy Statement on Corporate Governance

INVESTMENT 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 thirty-two 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, each Fund’s investment objective, policies and principal investment strategies described in the Prospectus, as well as the investment restrictions contained in “Investment Policies” below, are not fundamental and therefore may be changed by the TIAA-CREF Institutional Mutual Funds’ board of trustees (the “Board of Trustees” or the “Board”) at any time. The Trust is an open-end management investment company. Each Fund will be “diversified” within the meaning of the 1940 Act.

         Unless stated otherwise, each of the following investment policies and risk considerations apply to each Fund.

FUNDAMENTAL POLICIES

          The following restrictions are fundamental policies of each Fund:

1.	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 331/3% of the market value of that Fund’s 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 Fund’s total assets taken at market value at the time of borrowing).
3.	The Fund will not underwrite the securities of other companies, except to the extent that it may be deemed an underwriter in connection with the disposition of securities from its portfolio.
4.	The Fund will not purchase real estate or mortgages directly.
5.	The Fund will not purchase commodities or commodities contracts, except to the extent futures are purchased as described herein.
6.	The Fund will not lend any security or make any other loan if, as a result, more than 331/3% 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.
The following restriction is a fundamental policy of each Fund other than Managed Allocation Fund II:
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.
	The following restriction is a fundamental policy of the Managed Allocation Fund II:
9.	The Fund will not invest in securities other than securities of other registered investment companies or other permissible investment products or pools that are approved by the Board of Trustees, government securities or short-term securities.
	The following restrictions are fundamental policies of the Tax-Exempt Bond Fund II:
10.	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

B-2   Statement of Additional Information TIAA-CREF § Institutional Mutual Funds

	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 Fund’s holding in that industry would exceed 25% of its total assets.
11.	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.
	The following restriction is a fundamental policy of each Fund other than the Real Estate Securities Fund:
12.	The Fund 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 industry. With respect to this restriction, the Managed Allocation Fund II may invest more than 25% of its assets in any one investment company or other permissible invest product or pool.

          While the Managed Allocation Fund II does not intend to concentrate its investments in a particular industry, the Fund may indirectly concentrate in a particular industry or group of industries through its investments in one or more of its underlying funds, pools or products. Currently, no underlying investment of the Managed Allocation Fund II, other than the Real Estate Securities Fund, concentrates 25% or more of its total assets in any one industry.

          With the exception of percentage restrictions relating to borrowings, if a percentage restriction is adhered to at the time of a Fund’s investment, a later increase or decrease in the percentage beyond the specified limit resulting from a change in values of portfolio securities will not be considered a violation by the Fund.

INVESTMENT POLICIES

          The following policies and restrictions are non-fundamental policies of each Fund. These restrictions may be changed by the Board without the approval of Fund shareholders.

          Non-Equity Investments of the Equity Funds. The Equity Funds can, in addition to stocks, hold other types of securities with equity characteristics, such as convertible bonds, preferred stock, warrants and depository receipts or rights. Pending more permanent investments or to use cash balances effectively, these Funds can hold the same types of money market instruments the Money Market Fund invests in (as described in the Prospectus), as well as other short-term instruments. These other instruments are the same type of instruments the Money Market Fund holds, but they have longer maturities than the instruments allowed in the Money Market Fund, or else do not meet the requirements for “First Tier Securities.”

          When market conditions warrant, the Equity Funds can invest directly in debt securities similar to those the Bond Fund may invest in. The Equity Funds can also hold debt securities that they acquire because of mergers, recapitalizations or otherwise.

          Temporary Defensive Positions. During periods when Teachers Advisors, Inc. (“Advisors”), the investment adviser for the Funds, believes there are unstable market, economic, political or currency conditions domestically or abroad, Advisors may assume, on behalf of a Fund, a temporary defensive posture and (1) without limitation, hold cash and/or invest in money market instruments, or (2) restrict the securities markets in which the Fund’s assets will be invested by investing those assets in securities markets deemed by Advisors to be conservative in light of the Fund’s investment objective and policies. Under normal circumstances, each Fund may invest a portion of its total assets in cash or money market instruments for cash management purposes, pending investment in accordance with the Fund’s investment objective and policies and to meet operating expenses. To the extent that a Fund holds cash or invests in money market instruments, it may not achieve its investment objective.

          Credit Facility. The Funds participate in a $1.5 billion unsecured revolving credit facility for temporary or emergency purposes including, without limitation, funding of shareholder redemptions that otherwise might require the untimely disposition of securities. The College Retirement Equities Fund (“CREF”), TIAA-CREF Life Funds and TIAA Separate Account VA-1, each of which is managed by Advisors or an affiliate of Advisors, also participate in this credit facility. An annual commitment fee for the credit facility is borne by the participating Funds. Interest associated with any borrowing under the facility will be charged to the borrowing Funds at rates that are based on the Federal Funds Rate in effect during the time of the borrowing.

          If a Fund borrows money, it could leverage its portfolio by keeping securities it might otherwise have had to sell. Leveraging exposes a Fund to special risks, including greater fluctuations in net asset value in response to market changes.

          Taxable Securities. Under normal conditions, the Tax-Exempt Bond Fund II intends to invest only in securities that are tax-exempt for federal income tax purposes. However, the Fund may invest on a temporary basis in taxable securities. In that case, the investments would be limited to securities that the Fund determines to be high quality, such as those issued or guaranteed by the U.S. Government.

          Illiquid Investments. The Board has delegated responsibility to Advisors for determining the value and liquidity of investments held by each Fund. The Funds may invest up to 15% (10% in the case of the Money Market Fund) of their net assets (taken at current value) in investments that may not be readily marketable. Investment in illiquid securities poses risks of potential delays in resale. Limitations, or delays in, resale may have adverse effects on the marketability of portfolio securities, and it may be difficult for the Funds to dispose of illiquid securities promptly or to sell such securities for their fair market value.

          Lower-Quality Municipal Securities. Because the market for certain municipal securities is thin, Tax-Exempt Bond Fund II may encounter difficulties in disposing of lower-quality securities. At the Fund’s option, it may pursue litigation or other remedies in order to protect the Fund’s interests.

          Municipal Market Disruption Risk. The value of municipal securities may be adversely affected by legal uncertainties regarding legislative proposals involving the taxation of municipal securities or rights of securities holders in the event of bankruptcy. From time to time, these uncertainties may affect the municipal securities market or certain parts thereof, having a significant impact on the prices of securities in the Tax-Exempt Bond Fund II.

TIAA-CREF Institutional Mutual Funds § Statement of Additional Information B-3

          Restricted Securities. The Funds may invest in restricted securities. A restricted security is one that has a contractual restriction on resale or cannot be resold publicly until it is registered under the Securities Act of 1933, as amended (the “1933 Act”). From time to time, restricted securities can be considered illiquid. For example, they may be considered illiquid if they are not eligible for sale to qualified institutional purchasers in reliance upon Rule 144A under the 1933 Act. However, purchases by a Fund of securities of foreign issuers offered and sold outside the United States may be considered liquid even though they are restricted. The Board of Trustees from time to time may determine the liquidity of restricted securities.

          Preferred Stock. The Funds can invest in preferred stock consistent with their investment objectives.

          Options and Futures. Each of the Funds may engage in options (puts and calls) and futures strategies to the extent permitted by the SEC and the Commodity Futures Trading Commission (“CFTC”). The Funds are not expected to use options and futures strategies in a speculative manner, but rather they may use them primarily as hedging techniques or for cash management purposes.

          Options and futures transactions may increase a Fund’s transaction costs and portfolio turnover rate and will be initiated only when consistent with its investment objectives.

          Option-related activities could include: (1) the sale of covered call option contracts and the purchase of call option contracts for the purpose of closing a purchase transaction; (2) buying covered put option contracts, and selling put option contracts to close out a position acquired through the purchase of such options; and (3) selling call option contracts or buying put option contracts on groups of securities and on futures on groups of securities, and buying similar call option contracts or selling put option contracts to close out a position acquired through a sale of such options. This list of options-related activities is not intended to be exclusive, and the Funds may engage in other types of options transactions consistent with their investment objective and policies and applicable law.

          A call option is a short-term contract (generally for nine months or less) that gives the purchaser of the option the right but not the obligation to purchase the underlying security at a fixed exercise price at any time (American style) or at a set time (European style) prior to the expiration of the option regardless of the market price of the security during the option period. As consideration for the call option, the purchaser pays the seller a premium, which the seller retains whether or not the option is exercised. The seller of a call option has the obligation, upon the exercise of the option by the purchaser, to sell the underlying security at the exercise price. Selling a call option would benefit the seller if, over the option period, the underlying security declines in value or does not appreciate above the aggregate of the exercise price and the premium. However, the seller risks an “opportunity loss” of profits if the underlying security appreciates above the aggregate value of the exercise price and the premium.

          The Funds may close out a position acquired through selling a call option by buying a call option on the same security with the same exercise price and expiration date as the call option that it had previously sold on that security. Depending on the premium for the call option purchased by a Fund, the Fund will realize a profit or loss on the transaction on that security.

          A put option is a similar short-term contract that gives the purchaser of the option the right to sell the underlying security at a fixed exercise price at any time prior to the expiration of the option regardless of the market price of the security during the option period. As consideration for the put option, the purchaser pays the seller a premium which the seller retains whether or not the option is exercised. The seller of a put option has the obligation, upon the exercise of the option by the purchaser, to purchase the underlying security at the exercise price. The buying of a covered put contract limits the downside exposure for the investment in the underlying security. The risk of purchasing a put is that the market price of the underlying stock prevailing on the expiration date may be above the option’s exercise price. In that case, the option would expire worthless and the entire premium would be lost.

          The Funds may close out a position acquired through buying a put option by selling an identical put option on the same security with the same exercise price and expiration date as the put option that they had previously bought on the security. Depending on the premium for the put option purchased by Fund, the Fund would realize a profit or loss on the transaction.

          In addition to options (both calls and puts) on individual securities, there are also options on groups of securities, such as the options on the Standard & Poor’s 100 Index, which are traded on the Chicago Board Options Exchange. There are also options on the futures of groups of securities such as the Standard & Poor’s 500 Index and the New York Stock Exchange Composite Index. The selling of such calls can be used in anticipation of, or in, a general market or market sector decline that may adversely affect the market value of a Fund’s portfolio of securities. To the extent that a Fund’s portfolio of securities changes in value in correlation with a given stock index, the sale of call options on the futures of that index would substantially reduce the risk to the portfolio of a market decline, and, by so doing, provides an alternative to the liquidation of securities positions in the portfolio with resultant transaction costs. A risk in all options, particularly the relatively new options on groups of securities and on the futures on groups of securities, is a possible lack of liquidity. This will be a major consideration of Advisors before it deals in any option on behalf of a Fund.

          There is another risk in connection with selling a call option on a group of securities or on the futures of groups of securities. This arises because of the imperfect correlation between movements in the price of the call option on a particular group of securities and the price of the underlying securities held in the portfolio. Unlike a covered call on an individual security, where a large movement on the upside for the call option will be offset by a similar move on the underlying stock, a move in the price of a call option on a group of securities may not be offset by a similar move in the price of securities held due to the difference in the composition of the particular group and the portfolio itself.

          To the extent permitted by applicable regulatory authorities, the Funds may purchase and sell futures contracts on securities or other instruments, or on groups or indices of securities or other instruments. The purpose of hedging techniques using financial futures is to protect the principal value of a Fund against

B-4   Statement of Additional Information § TIAA-CREF Institutional Mutual Funds

adverse changes in the market value of securities or instruments in its portfolio, and to obtain better returns on investments than available in the cash market. Since these are hedging techniques, the gains or losses on the futures contract normally will be offset by losses or gains, respectively, on the hedged investment. Futures contracts also may be offset prior to the future date by executing an opposite futures contract transaction.

          A futures contract on an investment is a binding contractual commitment which, if held to maturity, generally will result in an obligation to make or accept delivery, during a particular future month, of the securities or instrument underlying the contract. By purchasing a futures contract — assuming a “long” position — Advisors will legally obligate a Fund to accept the future delivery of the underlying security or instrument and pay the agreed price. By selling a futures contract — assuming a “short” position — Advisors will legally obligate a Fund to make the future delivery of the security or instrument against payment of the agreed price.

          Positions taken in the futures markets are not normally held to maturity, but are instead liquidated through offsetting transactions that may result in a profit or a loss. While futures positions taken by the Funds usually will be liquidated in this manner, the Funds may instead make or take delivery of the underlying securities or instruments whenever it appears economically advantageous to a Fund to do so. A clearing corporation associated with the exchange on which futures are traded assumes responsibility for closing out positions and guarantees that the sale and purchase obligations will be performed with regard to all positions that remain open at the termination of the contract.

          A stock index futures contract, unlike a contract on a specific security, does not provide for the physical delivery of securities, but merely provides for profits and losses resulting from changes in the market value of the contract to be credited or debited at the close of each trading day to the respective accounts of the parties to the contract. On the contract’s expiration date, a final cash settlement occurs and the futures positions are closed out. Changes in the market value of a particular stock index futures contract reflect changes in the specified index of equity securities on which the future is based.

          Stock index futures may be used to hedge the equity investments of the Funds with regard to market (systematic) risk (involving the market’s assessment of overall economic prospects), as distinguished from stock specific risk (involving the market’s evaluation of the merits of the issuer of a particular security). By establishing an appropriate “short” position in stock index futures, Advisors may seek to protect the value of the Funds’ securities portfolios against an overall decline in the market for equity securities. Alternatively, in anticipation of a generally rising market, Advisors can seek to avoid losing the benefit of apparently low current prices by establishing a “long” position in stock index futures and later liquidating that position as particular equity securities are in fact acquired. To the extent that these hedging strategies are successful, the Funds will be affected to a lesser degree by adverse overall market price movements, unrelated to the merits of specific portfolio equity securities, than would otherwise be the case.

          Unlike the purchase or sale of a security, no price is paid or received by the Funds upon the purchase or sale of a futures contract. Initially, the Fund will be required to deposit in a segregated account with the broker (futures commission merchant) carrying the futures account on behalf of the Fund an amount of cash, U.S. Treasury securities, or other permissible assets equal to approximately 5% of the contract amount. This amount is known as “initial margin.” The nature of initial margin in futures transactions is different from that of margin in security transactions in that futures contract margin does not involve the borrowing of funds by the customer to finance the transactions. Rather, the initial margin is in the nature of a performance bond or good faith deposit on the contract that is returned to a Fund upon termination of the futures contract assuming all contractual obligations have been satisfied. Subsequent payments to and from the broker, called “variation margin,” will be made on a daily basis as the price of the underlying stock index fluctuates, making the long and short positions in the futures contract more or less valuable, a process known as “marking to the market.” For example, when a Fund has purchased a stock index futures contract and the price of the underlying stock index has risen, that position will have increased in value, and the Fund will receive from the broker a variation margin payment equal to that increase in value. Conversely, where a Fund has purchased a stock index futures contract and the price of the underlying stock index has declined, the position would be less valuable and the Fund would be required to make a variation margin payment to the broker. At any time prior to expiration of the futures contract, the Fund may elect to close the position by taking an opposite position that will operate to terminate the Fund’s position in the futures contract. A final determination of variation margin is then made, additional cash is required to be paid by or released to the Fund, and the Fund realizes a loss or a gain.

          There are several risks in connection with the use of a futures contract as a hedging device. One risk arises because of the imperfect correlation between movements in the prices of the futures contracts and movements in the securities or instruments that are the subject of the hedge. Advisors, on behalf of a Fund, will attempt to reduce this risk by engaging in futures transactions, to the extent possible, where, in Advisors’ judgment, there is a significant correlation between changes in the prices of the futures contracts and the prices of the Fund’s portfolio securities or instruments sought to be hedged.

          Successful use of futures contracts for hedging purposes also is subject to the user’s ability to correctly predict movements in the direction of the market. For example, it is possible that where a Fund has sold futures to hedge its portfolio against declines in the market, the index on which the futures are written may advance and the values of securities or instruments held in the Fund’s portfolio may decline. If this occurred, the Fund would lose money on the futures and also experience a decline in value in its portfolio investments. However, Advisors believes that over time the value of a Fund’s portfolio will tend to move in the same direction as the market indices that are intended to correlate to the price movements of the portfolio securities or instruments sought to be hedged. It also is possible that, for example, if a Fund has hedged against the possibility of a decline in the market adversely affecting stocks held in its portfolio and stock prices increased instead, the Fund will lose part or all of the benefit of increased value of those stocks that it has hedged because it will have offsetting losses in its futures positions. In addition, in

TIAA-CREF Institutional Mutual Funds §Statement of Additional Information  B-5

such situations, if the Fund has insufficient cash, it may have to sell securities or instruments to meet dÏaily variation margin requirements. Such sales may be, but will not necessarily be, at increased prices that reflect the rising market. The Fund may have to sell securities or instruments at a time when it may be disadvantageous to do so.

          In addition to the possibility that there may be an imperfect correlation, or no correlation at all, between movements in the futures contracts and the portion of the portfolio being hedged, the prices of futures contracts may not correlate perfectly with movements in the underlying security or instrument due to certain market distortions. First, all transactions in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, investors may close futures contracts through offsetting transactions that could distort the normal relationship between the index and futures markets. Second, the margin requirements in the futures market are less onerous than margin requirements in the securities market, and as a result the futures market may attract more speculators than the securities market does. Increased participation by speculators in the futures market also may cause temporary price distortions. Due to the possibility of price distortion in the futures market and also because of the imperfect correlation between movements in the futures contracts and the portion of the portfolio being hedged, even a correct forecast of general market trends by Advisors still may not result in a successful hedging transaction over a very short time period.

          The Funds (other than the Money Market Fund) may also use futures contracts and options on futures contracts to manage their cash flow more effectively. To the extent that a Fund enters into non-hedging positions, it will do so only in accordance with certain CFTC exemptive provisions that permit the Fund to claim an exclusion from the definition of a “commodity pool operator” under the Commodity Exchange Act. The Funds have claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act and the regulations thereunder, and therefore, are not subject to registration or regulation as commodity pool operators.

          Firm Commitment Agreements and Purchase of “When-Issued” Securities. The Funds can enter into firm commitment agreements for the purchase of securities on a specified future date. Thus, the Funds may purchase, for example, issues of fixed-income instruments on a “when issued” basis, whereby the payment obligation, or yield to maturity, or coupon rate on the instruments may not be fixed at the time of the transaction. In addition, the Funds may invest in asset-backed securities on a delayed delivery basis. This reduces the Funds’ risk of early repayment of principal, but exposes the Funds to some additional risk that the transaction will not be consummated.

          When a Fund enters into a firm commitment agreement, liability for the purchase price — and the rights and risks of ownership of the securities — accrues to the Fund at the time it becomes obligated to purchase such securities, although delivery and payment occur at a later date. Accordingly, if the market price of the security should decline, the effect of the agreement would be to obligate the Fund to purchase the security at a price above the current market price on the date of delivery and payment. During the time the Fund is obligated to purchase such securities, it will be required to segregate assets. See “Segregated Accounts” below.

Debt Instruments Generally

          A debt instrument held by a Fund will be affected by general changes in interest rates that will, in turn, result in increases or decreases in the market value of the instrument. The market value of non-convertible debt instruments (particularly fixed-income instruments) in a Fund’s portfolio can be expected to vary inversely to changes in prevailing interest rates. In periods of declining interest rates, the yield of a Fund holding a significant amount of debt instruments will tend to be somewhat higher than prevailing market rates, and in periods of rising interest rates, the Fund’s yield will tend to be somewhat lower. In addition, when interest rates are falling, money received by such a Fund from the continuous sale of its shares will likely be invested in portfolio instruments producing lower yields than the balance of its portfolio, thereby reducing the Fund’s current yield. In periods of rising interest rates, the opposite result can be expected to occur.

          Ratings as Investment Criteria. Nationally Recognized Statistical Ratings Organizations’ (“NRSRO”) ratings represent the opinions of those organizations as to the quality of securities that they rate. Although these ratings, which are relative and subjective and are not absolute standards of quality, are used by Advisors as one of many criteria for the selection of portfolio securities on behalf of the Funds, Advisors also relies upon its own analysis to evaluate potential investments.

          Subsequent to its purchase by a Fund, an issue of securities may cease to be rated or its rating may be reduced below the minimum required for purchase by the Fund. These events will not require the sale of the securities by a Fund, Advisors will consider the event in its determination of whether the Fund should continue to hold the securities. To the extent that a NRSRO’s rating changes as a result of a change in the NRSRO or its rating system, the Funds will attempt to use comparable ratings as standards for their investments in accordance with their investment objectives and policies.

          Certain Investment-Grade Debt Obligations. Although obligations rated Baa by Moody’s Investors Service, Inc. (“Moody’s”) or BBB by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”) are considered investment-grade, they may be viewed as being subject to greater risks than other investment-grade obligations. Obligations rated Baa by Moody’s are considered medium-grade obligations that lack outstanding investment characteristics and have speculative characteristics as well, while those obligations rated BBB by S&P are regarded as having only an adequate capacity to pay principal and interest.

          U.S. Government Debt Securities. The Funds may invest in U.S. Government securities. These include: debt obligations of varying maturities issued by the U.S. Treasury or issued or guaranteed by the Federal Housing Administration, Farmers Home Administration, Export-Import Bank of the United States, Small Business Administration, Government National Mortgage Association (“GNMA”), General Services Administration, any of the various institutions that previously were, or currrently are, part of the Farm Credit System, including the National Bank for Cooperatives, the Farm Credit Banks and the Banks for Cooperatives, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation (“FHLMC”), Federal Intermediate Credit Banks, Federal Land Banks, Federal National Mortgage Association (“FNMA”), the Student Loan Marketing Association

B-6   Statement of Additional Information §TIAA-CREF Institutional Mutual Funds

          (“Sallie Mae”) Federal Deposit Insurance Corporation, Maritime Administration, Tennessee Valley Authority and District of Columbia Armory Board. Direct obligations of the U.S. Treasury include a variety of securities that differ in their interest rates, maturities and issue dates. Certain of the foregoing U.S. Government securities are supported by the full faith and credit of the United States, whereas others are supported by the right of the agency or instrumentality to borrow an amount limited to a specific line of credit from the U.S. Treasury or by the discretionary authority of the U.S. Government or GNMA to purchase financial obligations of the agency or instrumentality. In contrast, certain of the foregoing U.S. Government securities are only supported by the credit of the issuing agency or instrumentality (e.g., GNMA). Because the U.S. Government is not obligated by law to support an agency or instrumentality that it sponsors, or its securities, a Fund only invests in U.S. Government securities when Advisors determines that the credit risk associated with the obligation is suitable for the Fund.

          Risks of Lower-Rated, Lower-Quality Debt Instruments. Lower-rated debt securities (i.e., those rated Ba or lower by Moody’s or BB or lower by S&P) are sometimes referred to as “high-yield” or “junk” bonds. Each of the Funds may invest in lower-rated debt securities. In particular, the High-Yield Fund II will invest at least 80% of its net assets in below investment-grade securities. These securities are considered, on balance, as predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation and will generally involve more credit risk than securities in the higher-rated categories. Reliance on credit ratings entails greater risks with regard to lower-rated securities than it does with regard to higher-rated securities, and Advisors’ success is more dependent upon its own credit analysis with regard to lower-rated securities than is the case with regard to higher-rated securities. The market values of such securities tend to reflect individual corporate developments to a greater extent than do higher-rated securities, which react primarily to fluctuations in the general level of interest rates. Such lower-rated securities also tend to be more sensitive to economic conditions than are higher-rated securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, regarding lower-rated bonds may depress prices and liquidity for such securities. To the extent a Fund invests in these securities, factors adversely affecting the market value of lower-rated securities will adversely affect the Funds’ net asset value (“NAV”). In addition, a Fund may incur additional expenses to the extent it is required to seek recovery upon a default in the payment of principal or interest on its portfolio holdings.

          A Fund may have difficulty disposing of certain lower-rated securities for which there is a thin trading market. Because not all dealers maintain markets in lower-rated securities, there is no established retail secondary market for many of these securities, and Advisors anticipates that they could be sold only to a limited number of dealers or institutional investors. To the extent there is a secondary trading market for lower-rated securities, it is generally not as liquid as that for higher-rated securities. The lack of a liquid secondary market for certain securities may make it more difficult for the Funds to obtain accurate market quotations for purposes of valuing their assets. Market quotations are generally available on many lower-rated issues only from a limited number of dealers and may not necessarily represent firm bids of such dealers or prices for actual sales. When market quotations are not readily available, lower-rated securities must be valued by (or under the direction of) the Board of Trustees. This valuation is more difficult and judgment plays a greater role in such valuation when there is less reliable objective data available.

          Any debt instrument, no matter its initial rating may, after purchase by a Fund, have its rating lowered due to the deterioration of the issuer’s financial position. Advisors may determine that an unrated security is of comparable quality to securities with a particular rating. Such unrated securities are treated as if they carried the rating of securities with which Advisors compares them.

          Lower-rated securities may be issued by corporations in the growth stage of their development. They may also be issued in connection with a corporate reorganization or as part of a corporate takeover. Companies that issue such lower-rated securities are often highly leveraged and may not have available to them more traditional methods of financing. Therefore, the risk associated with acquiring the securities of such issuers is greater than is the case with higher-rated securities. For example, during an economic downturn or a sustained period of rising interest rates, highly leveraged issuers of lower-rated securities may experience financial stress. During such periods, such issuers may not have sufficient revenues to meet their interest payment obligations. The issuer’s ability to service its debt obligations may also be adversely affected by specific corporate developments, the issuer’s inability to meet specific projected business forecasts or the unavailability of additional financing. The risk of loss due to default by the issuer is significantly greater for the holders of lower-rated securities because such securities are generally unsecured and are often subordinated to other creditors of the issuer.

          It is possible that a major economic recession could affect the market for lower-rated securities. Any such recession might severely affect the market for and the values of such securities, as well as the ability of the issuers of such securities to repay principal and pay interest thereon.

          The Funds may acquire lower-rated securities that are sold without registration under the federal securities laws and therefore carry restrictions on resale. These Funds may incur special costs in disposing of such securities, but will generally incur no costs when the issuer is responsible for registering the securities. The Funds may also acquire lower-rated securities during an initial underwriting. Such securities involve special risks because they are new issues. The Funds have no arrangement with any person concerning the acquisition of such securities, and Advisors will carefully review the credit and other characteristics pertinent to such new issues. A Fund may from time to time participate on committees formed by creditors to negotiate with the management of financially troubled issuers of securities held by the Fund. Such participation may subject the Fund to expenses such as legal fees and may make the Fund an “insider” of the issuer for purposes of the federal securities laws, and therefore may restrict the Fund’s ability to trade in or acquire additional positions in a particular security when it might otherwise desire to do so. Participation by the Fund on such committees also may expose the Fund to potential liabilities under the federal bankruptcy laws or other laws governing the rights of creditors and debtors. The Fund would participate on such committees only when Advisors believes that such partici-

TIAA-CREF Institutional Mutual Funds §Statement of Additional Information  B-7

pation is necessary or desirable to enforce the Fund’s rights as a creditor or to protect the value of securities held by the Fund.

          Although most of the Funds can invest a percentage of their assets in lower-rated securities. High-Yield Fund II can invest up to 100% of its assets in debt instruments that are unrated or rated lower than the four highest rating categories assigned by Moody’s or S&P. Up to 20% of High-Yield Fund II’s assets may be invested in securities rated lower than B– or its equivalent by at least two rating agencies. Thus, the preceding information about lower-rated securities is especially applicable to the High-Yield Fund II.

          Corporate Debt Securities. A Fund may invest in corporate debt securities of U.S. and foreign issuers and/or hold its assets in these securities for cash management purposes. The investment return of corporate debt securities reflects interest earnings and changes in the market value of the security. The market value of a corporate debt obligation may be expected to rise and fall inversely with interest rates generally. There also exists the risk that the issuers of the securities may not be able to meet their obligations on interest or principal payments at the time called for by an instrument.

          Zero Coupon Obligations. Some of the Funds may invest in zero coupon obligations. Zero coupon securities generally pay no cash interest (or dividends in the case of preferred stock) to their holders prior to maturity. Accordingly, such securities usually are issued and traded at a deep discount from their face or par value and generally are subject to greater fluctuations of market value in response to changing interest rates than securities of comparable maturities and credit quality that pay cash interest (or dividends in the case of preferred stock) on a current basis. Although a Fund will receive no payments on its zero coupon securities prior to their maturity or disposition, it will be required for federal income tax purposes generally to include in its dividends to shareholders each year an amount equal to the annual income that accrues on its zero coupon securities. Such dividends will be paid from the cash assets of the Fund, from borrowings or by liquidation of portfolio securities, if necessary, at a time that the Fund otherwise would not have done so. To the extent a Fund is required to liquidate thinly-traded securities, the Fund may be able to sell such securities only at prices lower than if such securities were more widely-traded. The risks associated with holding securities that are not readily marketable may be accentuated at such time. To the extent the proceeds from any such dispositions are used by a Fund to pay distributions, the Fund will not be able to purchase additional income-producing securities with such proceeds, and as a result its current income ultimately may be reduced.

          Custodial receipts issued in connection with so-called trademark zero coupon securities, such as Certificates of Accrual or Treasury (“CATS”) and Treasury Income Growth Receipts (“TIGRs”), are not issued by the U.S. Treasury, and are therefore not U.S. Government securities, although the underlying bond represented by such receipt is a debt obligation of the U.S. Treasury. Other zero coupon Treasury securities (e.g., those purchased through the Federal Reserve’s Separate Trading of Registered Interest and Principal Securities Program (“STRIPs”) and Coupons Under Book Entry for Safekeeping (“CUBEs”)) are direct obligations of the U.S. Government.

          Floating and Variable Rate Instruments. Variable and floating rate securities provide for a periodic adjustment in the interest rate paid on the obligations. The terms of such obligations provide that interest rates are adjusted periodically based upon an interest rate adjustment index as provided in the respective obligations. The adjustment intervals may be regular, and range from daily up to annually, or may be event based, such as based on a change in the prime rate. The interest rate on a floater is a variable rate which is tied to another interest rate, such as a money-market index or U.S. Treasury bill rate. The interest rate on a floater resets periodically, typically every six months. Some of the Funds may invest in floating and variable rate instruments. Income securities may provide for floating or variable rate interest or dividend payments. The floating or variable rate may be determined by reference to a known lending rate, such as a bank’s prime rate, a certificate of deposit rate or the London InterBank Offered Rate (LIBOR). Alternatively, the rate may be determined through an auction or remarketing process. The rate also may be indexed to changes in the values of the interest rate of securities indexed, currency exchange rate or other commodities. Variable and floating rate securities tend to be less sensitive than fixed-rate securities to interest rate changes and to have higher yields when interest rates increase. However, during rising interest rates, changes in the interest rate of an adjustable rate security may lag changes in market rates. The amount by which the rates are paid on an income security may increase or decrease and may be subject to periodic or lifetime caps. Fluctuations in interest rates above these caps could cause adjustable rate securities to behave more like fixed-rate securities in response to extreme movements in interest rates.

          A Fund may also invest in inverse floating rate debt instruments (“inverse floaters”). The interest rate on an inverse floater resets in the opposite direction from the market rate of interest to which the inverse floater is indexed. An inverse floating rate security may exhibit greater price volatility than a fixed rate obligation of similar credit quality. Such securities may also pay a rate of interest determined by applying a multiple to the variable rate. The extent of increases and decreases in the value of securities whose rates vary inversely with changes in market rates of interest generally will be larger than comparable changes in the value of an equal principal amount of a fixed-rate security having similar credit quality redemption provisions and maturity.

          Foreign Debt Obligations. The debt obligations of foreign governments and entities may or may not be supported by the full faith and credit of the foreign government. A Fund may buy securities issued by certain “supra-national” entities, which include entities designated or supported by governments to promote economic reconstruction or development, international banking organizations and related government agencies. Examples are the International Bank for Reconstruction and Development (more commonly known as the “World Bank”), the Asian Development Bank and the Inter-American Development Bank.

          The governmental members of these supranational entities are “stockholders” that typically make capital contributions and may be committed to make additional capital contributions if the entity is unable to repay its borrowings. A supra-national entity’s lending activities may be limited to a percentage of its total capital, reserves and net income. There can be no assurance that the constituent foreign governments will continue to be able or willing to honor their capitalization commitments for those entities.

          A Fund can invest in U.S. dollar-denominated “Brady Bonds.” These foreign debt obligations may be fixed-rate par bonds or

B-8   Statement of Additional Information §TIAA-CREF Institutional Mutual Funds

floating-rate discount bonds. They are generally collateralized in full as to repayment of principal at maturity by U.S. Treasury zero coupon obligations that have the same maturity as the Brady Bonds. Brady Bonds can be viewed as having three or four valuation components: (i) the collateralized repayment of principal at final maturity; (ii) the collateralized interest payments; (iii) the uncollateralized interest payments; and (iv) any uncollateralized repayment of principal at maturity. Those uncollateralized amounts constitute what is called the “residual risk.”

          If there is a default on collateralized Brady Bonds resulting in acceleration of the payment obligations of the issuer, the zero coupon U.S. Treasury securities held as collateral for the payment of principal will not be distributed to investors, nor will those obligations be sold to distribute the proceeds. The collateral will be held by the collateral agent to the scheduled maturity of the defaulted Brady Bonds. The defaulted bonds will continue to remain outstanding, and the face amount of the collateral will equal the principal payments which would have then been due on the Brady Bonds in the normal course. Because of the residual risk of Brady Bonds and the history of defaults with respect to commercial bank loans by public and private entities of countries issuing Brady Bonds, Brady Bonds are considered speculative investments.

          Structured or Indexed Securities. Some of the Funds may invest in structured or indexed securities. The value of the principal of and/or interest on such securities is determined by reference to changes in the value of specific currencies, interest rates, commodities, indices or other financial indicators (the “Reference”) or the relative change in two or more References. The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference. The terms of the structured or indexed securities may provide that in certain circumstances no principal is due at maturity and, therefore, may result in a loss of the Fund’s investment. Structured or indexed securities may be positively or negatively indexed, so that appreciation of the Reference may produce an increase or a decrease in the interest rate or value of the security at maturity. In addition, changes in interest rates or the value of the security at maturity may be some multiple of the change in the value of the Reference. Consequently, structured or indexed securities may entail a greater degree of market risk than other types of debt securities. Structured or indexed securities may also be more volatile, less liquid and more difficult to accurately price than less complex securities.

          A Fund may invest in inflation-indexed bonds. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted according to the rate of inflation. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the Consumer Price Index (“CPI”) accruals as part of a semiannual coupon.

          If the periodic adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of a U.S. Treasury inflation-indexed bond, even during a period of deflation, although the inflation-adjusted principal received could be less than the inflation-adjusted principal that had accrued to the bond at the time of purchase. However, the current market value of the bonds is not guaranteed and will fluctuate. A Fund may also invest in other inflation-related bonds which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

          The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if the rate of inflation rises at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed bonds. In contrast, if nominal interest rates increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed bonds.

          While these securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.

          The periodic adjustment of U.S. inflation-indexed bonds is tied to the Consumer Price Index for All Urban Consumers (“CPI-U”), which is not seasonably adjusted and which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation-indexed bonds issued by a foreign government are generally adjusted to reflect a comparable inflation index calculated by that government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States.

          A Fund may invest in targeted return index securities (“TRAINs”), which are fixed rate certificates that represent undivided interests in the pool of securities (generally lower-rated debt securities that are unsecured) underlying a Targeted Return Index Securities Trust. By investing in a TRAIN, a holder is able to invest in a diversified portfolio of fixed-income securities without incurring the brokerage and other expenses associated with directly holding small positions in individual securities. A holder of a TRAIN receives income from the trust as a result of principal and interest paid by the trust’s underlying securities, and indirectly bears its proportionate share of any expenses paid by the TRAIN. TRAINs are not registered under the 1933 Act or the 1940 Act and therefore must be held by qualified institutional buyers and resold to qualified institutional buyers pursuant to Rule 144A under the 1933 Act. As a result, certain investments in TRAINs may be less liquid to the extent that the Fund is unable to find qualified institutional buyers interested in purchasing such securities at any point in time. TRAINs that are rated below investment-grade are considered lower-rated debt securities, and will entail the risks described above in the discussion regarding lower-rated debt securities.

TIAA-CREF Institutional Mutual Funds §Statement of Additional Information B-9

Mortgage-Backed and Asset-Backed Securities

          Mortgage-Backed and Asset-Backed Securities Generally. Some of the Funds may invest in mortgage-backed and asset-backed securities, which represent direct or indirect participation in, or are collateralized by and payable from, mortgage loans secured by real property or instruments derived from such loans. Mortgage-backed securities include various types of mortgage-related securities such as government stripped mortgage-related securities, adjustable-rate mortgage-related securities and collateralized mortgage obligations. Some of the Funds may also invest in asset-backed securities, which represent participation in, or are secured by and payable from, assets such as motor vehicle installment sales contracts, installment loan contracts, leases of various types of real and personal property, receivables from revolving credit (i.e., credit card) agreements and other categories of receivables. Such assets are pooled and securitized by governmental, government-related and private organizations through the use of trusts and special purpose entities and sold to investors. Payments or distributions of principal and interest may be guaranteed up to certain amounts and for certain time periods by letters of credit or pool insurance policies issued by a financial institution unaffiliated with the trust or corporation. Other credit enhancements also may exist.

          Mortgage Pass-Through Securities. Mortgage-related securities represent pools of mortgage loans assembled for sale to investors by various governmental agencies, such as GNMA, by government related organizations, such as FNMA and FHLMC, as well as by private issuers, such as commercial banks, savings and loan institutions, mortgage bankers and private mortgage insurance companies.

          Interests in pools of mortgage-related securities differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. Instead, these securities provide a monthly payment which consists of both interest and principal payments. In effect, these payments are a “pass-through” of the monthly payments made by the individual borrowers on their residential or commercial mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by repayments of principal resulting from the sale of the underlying property, refinancing or foreclosure, net of fees or costs which may be incurred. Some mortgage-related securities are described as “modified pass-through.” These securities entitle the holder to receive all interest and principal payments owed on the mortgage pool, net of certain fees, at the scheduled payment dates regardless of whether or not the mortgagor actually makes the payment.

          Commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create pass-through pools of conventional residential mortgage loans. Such issuers may, in addition, be the originators and/or servicers of the underlying mortgage loans as well as the guarantors of the mortgage-related securities. Pools created by such non-governmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments in the former pools. However, timely payment of interest and principal of these pools may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit, which may be issued by governmental entities, private insurers or the mortgage poolers. The insurance and guarantees are issued by governmental entities, private insurers and the mortgage poolers. Such insurance and guarantees, and the creditworthiness of the issuers thereof, will be considered in determining whether a mortgage-related security meets a Fund’s investment quality standards. There can be no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements. A Fund may buy mortgage-related securities without insurance or guarantees if, through an examination of the loan experience and practices of the originator/servicers and poolers, Advisors determines that the securities meet the Fund’s quality standards. Although the market for such securities is becoming increasingly liquid, securities issued by certain private organizations may not be readily marketable.

          Collateralized Mortgage Obligations (“CMOs”). CMOs are structured into multiple classes, each bearing a different stated maturity. Similar to a bond, interest and prepaid principal is paid, in most cases, on a monthly basis. Actual maturity and average life will depend upon the prepayment experience of the collateral. CMOs provide for a modified form of call protection through a de facto breakdown of the underlying pool of mortgages according to how quickly the loans are repaid. Monthly payment of principal received from the pool of underlying mortgages, including prepayments, is first returned to investors holding the shortest maturity class. Investors holding the longer maturity classes receive principal only after the first class has been retired. An investor is partially guarded against a sooner than desired return of principal because of the sequential payments.

          The average maturity of pass-through pools of mortgage-related securities in which some of the Funds may invest varies with the maturities of the underlying mortgage instruments. In addition, a pool’s stated maturity may be shortened by unscheduled payments on the underlying mortgages. Factors affecting mortgage prepayments include the level of interest rates, general economic and social conditions, the location of the mortgaged property and age of the mortgage. For example, in periods of falling interest rates, the rate of prepayment tends to increase, thereby shortening the actual average life of the mortgage-related security. Conversely, when interest rates are rising, the rate of prepayment tends to decrease, thereby lengthening the actual average life of the mortgage-related security. Accordingly, it is not possible to accurately predict the average life of a particular pool. Reinvestment of prepayments may occur at higher or lower rates than originally expected. Therefore, the actual maturity and realized yield on pass-through or modified pass-through mortgage-related securities will vary based upon the prepayment experience of the underlying pool of mortgages. For purposes of calculating the average life of the assets of the relevant Fund, the maturity of each of these securities will be the average life of such securities based on the most recent estimated annual prepayment rate.

          Asset-Backed Securities Unrelated to Mortgage Loans. The Funds may invest in asset-backed securities that are unrelated to mortgage loans. These include, including Certificates for Automobile Receivables^SM (“CARS^SM”). CARS^SM represent undivided fractional interests in a trust whose assets consist of a pool

B-10   Statement of Additional Information §TIAA-CREF Institutional Mutual Funds

of motor vehicle retail installment sales contracts and security interests in the vehicles securing the contracts. Payments of principal and interest on CARS^SM are passed through monthly to certificate holders, and are guaranteed up to certain amounts and for a certain time period by a letter of credit issued by a financial institution unaffiliated with the trustee or originator of the trust. An investor’s return on CARS^SM may be affected by early payment of principal on the underlying vehicle sales contracts. If the letter of credit is exhausted, the trust may be prevented from realizing the full amount due on a sales contract because of state law requirements and restrictions relating to foreclosure sales of vehicles and the obtaining of deficiency judgments following such sales or because of depreciation, damage or loss of a vehicle, the application of federal and state bankruptcy and insolvency laws, or other factors. As a result, certificate holders may experience delays in payments or losses if the letter of credit is exhausted.

          Mortgage Dollar Rolls. The Funds may enter into mortgage “dollar rolls” in which the Fund sells securities for delivery in the current month and simultaneously contracts with a counterparty to repurchase substantially identical securities on a specified future date. To be considered “substantially identical,” the securities returned to a Fund generally must: (1) be collateralized by the same types of underlying mortgages; (2) be issued by the same agency and be part of the same program; (3) have a similar original stated maturity; (4) have identical net coupon rates; (5) have similar market yields (and therefore price); and (6) satisfy “good delivery” requirements, meaning that the aggregate principal amounts of the securities delivered and received back must be within 2.5% of the initial amount delivered. The Fund loses the right to receive principal and interest paid on the securities sold. However, the Fund would benefit to the extent of any price received for the securities sold and the lower forward price for the future purchase (often referred to as the “drop”) plus the interest earned on the short-term investment awaiting the settlement date of the forward purchase. Unless such benefits exceed the income and gain or loss due to mortgage repayments that would have been realized on the securities sold as part of the mortgage roll, the use of this technique will diminish the investment performance of the Fund compared with what such performance would have been without the use of mortgage rolls. The Fund will hold and maintain in a segregated account until the settlement date cash or liquid assets in an amount equal to the forward purchase price. The benefits derived from the use of mortgage rolls may depend upon Advisors’ ability to predict correctly mortgage prepayments and interest rates. There is no assurance that mortgage rolls can be successfully employed. For financial reporting and tax purposes, some of the Funds treat mortgage rolls as a financing transaction.

          Securities Lending. Subject to the Funds’ fundamental investment policies relating to loans of portfolio securities set forth above, the Funds may lend their securities to brokers and dealers that are not affiliated with Teachers Insurance and Annuity Association of America (“TIAA”), are registered with the SEC and are members of the Financial Industry Regulatory Authority (“FINRA”), and also to certain other financial institutions. All loans will be fully collateralized. In connection with the lending of its securities, a Fund will receive as collateral cash, securities issued or guaranteed by the U.S. Government (e.g., Treasury securities), or other collateral permitted by applicable law, which at all times while the loan is outstanding will be maintained in amounts equal to at least 102% of the current market value of the loaned securities, or such lesser percentage as may be permitted by the SEC (not to fall below 100% of the market value of the loaned securities), as reviewed daily.

          By lending its securities, a Fund will receive amounts equal to the interest or dividends paid on the securities loaned and in addition will expect to receive a portion of the income generated by the short-term investment of cash received as collateral or, alternatively, where securities or a letter of credit are used as collateral, a lending fee paid directly to the Fund by the borrower of the securities. Such loans will be terminable by the Fund at any time and will not be made to affiliates of TIAA. The Funds may terminate a loan of securities in order to regain record ownership of, and to exercise beneficial rights related to, the loaned securities, including, but not necessarily limited to, voting or subscription rights, and may, in the exercise of its fiduciary duties, terminate a loan in the event that a vote of holders of those securities is required on a material matter. The Funds may pay reasonable fees to persons unaffiliated with the Fund for services, or for arranging such loans, or for acting as securities lending agent. Loans of securities will be made only to firms deemed creditworthy. As with any extension of credit, however, there are risks of delay in recovering the loaned securities, or in liquidating collateral, should the borrower of securities default, become the subject of bankruptcy proceedings, or otherwise be unable to fulfill its obligations or fail financially.

          Repurchase Agreements. Repurchase agreements are one of several short-term vehicles the Funds can use to manage cash balances effectively. In a repurchase agreement, the Funds buy an underlying debt instrument on condition that the seller agrees to buy it back at a fixed price and time (usually no more than a week and never more than a year). Repurchase Agreements have the characteristics of loans, and will be fully collateralized (either with physical securities or evidence of book entry transfer to the account of the custodian bank) at all times. During the term of the repurchase agreement, a Fund retains the security subject to the repurchase agreement as collateral securing the seller’s repurchase obligation, continually monitors the market value of the security subject to the agreement, and requires the Fund’s seller to deposit with the Fund additional collateral equal to any amount by which the market value of the security subject to the repurchase agreement falls below the resale amount provided under the repurchase agreement. The Funds will enter into repurchase agreements only with member banks of the Federal Reserve System, or with primary dealers in U.S. Government securities or their wholly-owned subsidiaries whose creditworthiness has been reviewed and found satisfactory by Advisors and who have, therefore, been determined to present minimal credit risk.

          Securities underlying repurchase agreements will be limited to certificates of deposit, commercial paper, bankers’ acceptances, or obligations issued or guaranteed by the U.S. Government or its agencies or instrumentalities, in which the Fund entering into the agreement may otherwise invest.

          If a seller of a repurchase agreement defaults and does not repurchase the security subject to the agreement, the Fund entering into the agreement would look to the collateral underlying the seller’s repurchase agreement, including the securities subject to

TIAA-CREF Institutional Mutual Funds § Statement of Additional Information  B-11

the repurchase agreement, for satisfaction of the seller’s obligation to the Fund. In such event, the Fund might incur disposition costs in liquidating the collateral and might suffer a loss if the value of the collateral declines. In addition, if bankruptcy proceedings are instituted against a seller of a repurchase agreement, realization upon the collateral may be delayed or limited.

          Swap Transactions. The Funds may, to the extent permitted by the SEC, enter into privately negotiated “swap” transactions with other financial institutions in order to take advantage of investment opportunities generally not available in public markets. In general, these transactions involve “swapping” a return based on certain securities, instruments, or financial indices with another party, such as a commercial bank, in exchange for a return based on different securities, instruments, or financial indices.

          By entering into a swap transaction, the Funds may be able to protect the value of a portion of their portfolio against declines in market value. The Funds may also enter into swap transactions to facilitate implementation of allocation strategies between different market segments or countries or to take advantage of market opportunities that may arise from time to time. A Fund may be able to enhance its overall performance if the return offered by the other party to the swap transaction exceeds the return swapped by the Fund. However, there can be no assurance that the return a Fund receives from the counterparty to the swap transaction will exceed the return it swaps to that party.

          While the Funds will only enter into swap transactions with counterparties considered creditworthy (and will monitor the creditworthiness of parties with which it enters into swap transactions), a risk inherent in swap transactions is that the other party to the transaction may default on its obligations under the swap agreement. If the other party to the swap transaction defaults on its obligations, the Fund entering into the agreement would be limited to the agreement’s contractual remedies. There can be no assurance that a Fund will succeed when pursuing its contractual remedies. To minimize a Fund’s exposure in the event of default, it will usually enter into swap transactions on a net basis (i.e., the parties to the transaction will net the payments payable to each other before such payments are made). When a Fund enters into swap transactions on a net basis, the net amount of the excess, if any, of the Fund’s obligations over its entitlements with respect to each such swap agreement will be accrued on a daily basis and an amount of liquid assets having an aggregate market value at least equal to the accrued excess will be segregated by the Fund’s custodian. To the extent a Fund enters into swap transactions other than on a net basis, the amount segregated will be the full amount of the Fund’s obligations, if any, with respect to each such swap agreement, accrued on a daily basis. See “Segregated Accounts,” below.

          In addition to other swap transactions, the Enhanced International Equity Index Fund may purchase and sell contracts for difference (“CFDs”). A CFD is a form of equity swap in which its value is based on the fluctuating value of some underlying asset (e.g., shares of a particular stock or a stock index). A CFD is a contract between two parties, buyer and seller, stipulating that the seller will pay to the buyer the difference between the nominal value of the underlying stock at the opening of the contract and the stock’s value at the close of the contract. The size of the contract and the contract’s expiration date are typically negotiated by the parties to the CFD transaction. CFDs enable the Enhanced International Equity Index Fund to take short or long positions on an underlying stock and thus potentially capture gains on movements in the share prices of the stock without the need to own the underlying stock.

          By entering into a CFD transaction, the Enhanced International Equity Index Fund could incur losses because it would face many of the same types of risks as owning the underlying equity security directly. For example, the Enhanced International Equity Index Fund might buy a short position in a CFD and the contract value at the close of the transaction may be greater than the contract value at the opening of the transaction. This may be due to, among other factors, an increase in the market value of the underlying equity security. In such a situation, the Enhanced International Equity Index Fund would have to pay the difference in value of the contract to the seller of the CFD. As with other types of swap transactions, CFDs also carry counterparty risk, i.e., the risk that the counterparty to the CFD transaction may be unable or unwilling to make payments or to otherwise honor its financial obligations under the terms of the contract. If the counterparty were to do so, the value of the contract, and of the Enhanced International Equity Index Fund’s shares, may be reduced.

          Entry into a CFD transaction may, in certain circumstances, require the payment of an initial margin and adverse market movements against the underlying stock may require the buyer to make additional margin payments.

          Swap agreements may be considered illiquid by the SEC staff and subject to the limitations on illiquid investments. See “Illiquid Investments” above.

          To the extent that there is an imperfect correlation between the return on a Fund’s obligation to its counterparty under the swap and the return on related assets in its portfolio, the swap transaction may increase the Fund’s financial risk. No Fund will enter into a swap transaction that is inconsistent with its investment objective, policies and strategies. It is not the intention of any Fund to engage in swap transactions in a speculative manner, but rather primarily to hedge or manage the risks associated with assets held in, or to facilitate the implementation of portfolio strategies of purchasing and selling assets for, the Fund.

          Segregated Accounts. In connection with when-issued securities, firm commitments and certain other transactions in which any of the Funds incur an obligation to make payments in the future, the Fund involved may be required to segregate assets with its custodian bank in amounts sufficient to settle the transaction. To the extent required, such segregated assets can consist of liquid assets, including equity or other securities, or other instruments such as cash, U.S. Government securities or other obligations as may be permitted by law.

          Investment Companies. Subject to certain exceptions, under the 1940 Act, each Fund other than Managed Allocation Fund II can invest up to 5% of its assets in any single investment company and up to 10% of its assets in all other investment companies in the aggregate. However, no Fund other than Managed Allocation Fund II can hold more than 3% of the total outstanding voting stock of any single investment company. Managed Allocation Fund II can invest all of its assets in the securities of other investment companies. These restrictions

B-12   Statement of Additional Information § TIAA-CREF Institutional Mutual Funds

would not apply to any fund that the Trust introduces in the future that invests substantially all of its assets in the securities of other funds of the Trust. When a Fund invests in another investment company, it bears a proportionate share of expenses charged by the investment company in which it invests. Additionally, the Funds may invest in other investment companies such as exchange-traded funds (“ETFs”).

          Borrowing. Each Fund may generate cash by borrowing money from banks (no more than 33¹/₃% of the market value of its assets at the time of borrowing), rather than through the sale of portfolio securities, when such borrowing appears more attractive for the Fund. Each Fund may also borrow money from other sources temporarily (no more than 5% of the total market value of its assets at the time of borrowing), when, for example, the Fund needs to meet liquidity requirements caused by greater than anticipated redemptions. See “Fundamental Policies” above.

          Currency Transactions. The value of a Fund’s assets as measured in U.S. dollars may be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations, and the Fund may incur costs in connection with conversions between various currencies. To minimize the impact of such factors on net asset values, the Fund may engage in foreign currency transactions in connection with their investments in foreign securities. The Funds will not speculate in foreign currency, and will enter into foreign currency transactions only to “hedge” the currency risk associated with investing in foreign securities. Although such transactions tend to minimize the risk of loss due to a decline in the value of the hedged currency, they also may limit any potential gain that might result should the value of such currency increase.

          The Funds will conduct their currency exchange transactions either on a spot (i.e., cash) basis at the rate prevailing in the currency exchange market, or through forward contracts to purchase or sell foreign currencies. A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are entered into with large commercial banks or other currency traders who are participants in the inter-bank market.

          By entering into a forward contract for the purchase or sale of foreign currency involved in underlying security transactions, a Fund is able to protect itself against possible loss between trade and settlement dates for that purchase or sale resulting from an adverse change in the relationship between the U.S. dollar and such foreign currency. This practice is sometimes referred to as “transaction hedging.” In addition, when it appears that a particular foreign currency may suffer a substantial decline against the U.S. dollar, a Fund may enter into a forward contract to sell an amount of foreign currency approximating the value of some or all of its portfolio securities denominated in such foreign currency. This practice is sometimes referred to as “portfolio hedging.” Similarly, when it appears that the U.S. dollar may suffer a substantial decline against a foreign currency, a Fund may enter into a forward contract to buy that foreign currency for a fixed dollar amount.

          The Funds may also hedge their foreign currency exchange rate risk by engaging in currency financial futures, options and “cross-hedge” transactions. In “cross-hedge” transactions, a Fund holding securities denominated in one foreign currency will enter into a forward currency contract to buy or sell a different foreign currency (one that generally tracks the currency being hedged with regard to price movements). Such cross-hedges are expected to help protect a Fund against an increase or decrease in the value of the U.S. dollar against certain foreign currencies.

          The Funds may hold a portion of their respective assets in bank deposits denominated in foreign currencies, so as to facilitate investment in foreign securities as well as protect against currency fluctuations and the need to convert such assets into U.S. dollars (thereby also reducing transaction costs). To the extent these monies are converted back into U.S. dollars, the value of the assets so maintained will be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations.

          The forecasting of short-term currency market movement is extremely difficult and whether a short-term hedging strategy will be successful is highly uncertain. Moreover, it is impossible to forecast with absolute precision the market value of portfolio securities at the expiration of a foreign currency forward contract.

          Accordingly, the Funds may be required to buy or sell additional currency on the spot market (and bear the expense of such transaction) if their predictions regarding the movement of foreign currency or securities markets prove inaccurate. In addition, the use of cross-hedging transactions may involve special risks, and may leave the Funds in a less advantageous position than if such a hedge had not been established. Because foreign currency forward contracts are privately negotiated transactions, there can be no assurance that the Funds will have flexibility to roll-over the foreign currency forward contract upon its expiration if they desires to do so. Additionally, there can be no assurance that the other party to the contract will perform its obligations thereunder.

          There is no express limitation on the percentage of a Fund’s assets that may be committed to foreign currency exchange contracts. A Fund will not enter into foreign currency forward contracts or maintain a net exposure in such contracts when that Fund would be obligated to deliver an amount of foreign currency in excess of the value of that Fund’s portfolio securities or other assets denominated in that currency or, in the case of a cross-hedge transaction, denominated in a currency or currencies that Advisors believes will correlate closely to the currency’s price movements. The Funds generally will not enter into forward contracts with terms longer than one year.

          Real Estate Securities. As described more fully in the Prospectus, the Real Estate Securities Fund will invest primarily in the equity and fixed-income securities of companies that are principally engaged in or related to the real estate industry, including those that own significant real estate assets, such as real estate investment trusts (“REITs”). An issuer is principally “engaged in” or principally “related to” the real estate industry if at least 50 percent of its total assets, gross income, or net profits are attributable to ownership, construction, management or sale of residential, commercial or industrial real estate, or to products or services related to the real estate industry. Issuers engaged in the real estate industry include equity REITs (which directly own real estate), mortgage REITs (which make short-term construc-

TIAA-CREF Institutional Mutual Funds § Statement of Additional Information  B-13

tion or real estate development loans or invest in long-term mortgages or mortgage pools), real estate brokers and developers, homebuilders, companies that manage real estate, and companies that own substantial amounts of real estate. Businesses related to the real estate industry include manufacturers and distributors of building supplies and financial institutions that make or service mortgage loans.

          The Real Estate Securities Fund generally invests in common stocks, but may also, without limitation, invest in preferred stock, convertible securities, rights and warrants, and debt securities of issuers that are principally engaged in or related to the real estate industry, as well as publicly traded limited partnerships that are principally engaged in or related to the real estate industry. In addition to these securities, the Real Estate Securities Fund may invest up to 20% of its total assets in equity and debt securities of issuers that are not principally engaged in or related to the real estate industry, including debt securities and convertible preferred stock and convertible debt securities rated less than Baa by Moody’s or BBB by S&P. If held by the Real Estate Securities Fund in significant amounts, such lower-rated debt securities would increase financial risk and income volatility. The Real Estate Securities Fund may make investments or engage in investment practices that involve special risks, which include convertible securities, “when-issued” securities, securities issued on a delayed-delivery basis, options on securities and securities indices, financial futures contracts and options thereon, restricted securities, illiquid investments, repurchase agreements, structured or indexed securities and lending portfolio securities. These investment practices and attendant risks are described in “Investment Policies” in this SAI.

          Investments in the securities of companies that own, construct, manage or sell residential, commercial or industrial real estate will be subject to all of the risks associated with the ownership of real estate. These risks include: declines in the value of real estate, negative changes in the climate for real estate, risks related to general and local economic conditions, over-building and increased competition, decreases in property revenues, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants, leveraging of interests in real estate, increases in prevailing interest rates, and costs resulting from the clean-up of environmental problems.

          In addition to the risks discussed above, equity REITs may be affected by changes in the value of the underlying property of the trusts, while mortgage REITs may be affected by changes in the quality of any credit extended. Both equity and mortgage REITs are dependent upon management skill and may not be diversified themselves. REITs are also subject to heavy cash flow dependency, defaults by borrowers, self-liquidation, and the possibility of failing to qualify for special tax treatment under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) or failing to meet other applicable regulatory requirements. Finally, certain REITs may be self-liquidating in that a specific term of existence is provided for in their trust document. In acquiring the securities of REITs, the Real Estate Securities Fund runs the risk that it will sell them at an inopportune time.

          Foreign Investments. As described more fully in the Prospectus, each of the Funds, but especially the International Equity Fund, International Equity Index Fund and Enhanced International Equity Index Fund, may invest in foreign securities, including those in emerging markets. In addition to the general risk factors discussed in the Prospectus, there are a number of country or region-specific risks and other considerations that may affect these investments. Many of the risks are more pronounced for investments in emerging market countries, as described below.

          General. Since foreign companies may not be subject to accounting, auditing or financial reporting practices, disclosure and other requirements comparable to those applicable to U.S. companies, there may be less publicly available information about a foreign company than about a U.S. company, and it may be difficult to interpret the information that is available. There may be difficulties in obtaining or enforcing judgments against foreign issuers and it also is often more difficult to keep currently informed of corporate actions which affect the prices of portfolio securities. In certain countries, there is less government supervision and regulation of stock exchanges, brokers and listed companies than in the United States.

          Volume and liquidity in most foreign markets are less than in the United States, and securities of many foreign companies are less liquid and more volatile than securities of comparable U.S. companies. Notwithstanding the fact that each Fund generally intends to acquire the securities of foreign issuers only where there are public trading markets, investments by a Fund in the securities of foreign issuers may tend to increase the risks with respect to the liquidity of the Fund’s portfolio and the Fund’s ability to meet a large number of shareholder redemption requests should there be economic or political turmoil in a country in which the Fund has a substantial portion of its assets invested or should relations between the United States and foreign countries deteriorate markedly. Securities may trade at price/earnings multiples higher than comparable U.S. securities and such levels may not be sustainable. Fixed commissions on some foreign securities exchanges are higher than negotiated commissions on U.S. exchanges, although the Funds endeavor to achieve most favorable net results on their portfolio transactions.

          Foreign markets have different clearance and settlement procedures, and in certain markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct these transactions. Settlement practices for transactions in foreign markets may differ from those in the U.S. markets. Such differences include delays beyond periods customary in the United States and practices, such as delivery of securities prior to receipt of payment, which increase the likelihood of “failed settlement.” The inability of a Fund to make intended security purchases due to settlement problems could cause the Fund to miss attractive investment opportunities. Losses to the Fund due to subsequent declines in the value of portfolio securities, or liabilities arising out of the Fund’s inability to fulfill a contract to sell these securities, could result from failed settlements. In addition, evidence of securities ownership may be uncertain in many foreign countries. As a result, there is a risk that a Fund’s trade details could be incorrectly or fraudulently entered at the time of the transaction, resulting in a loss to the Fund.

          With respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, political or social instability, or diplomatic developments that could affect the

B-14   Statement of Additional Information § TIAA-CREF Institutional Mutual Funds

Fund’s investments in those countries. The economies of some countries differ unfavorably from the U.S. economy in such respects as growth of national product, rate of inflation, capital reinvestment, resource self-sufficiency, and balance of payments position. In addition, the internal politics of some foreign countries are not as stable as in the United States. Governments in certain foreign counties continue to participate to a significant degree, through ownership interest or regulation, in their respective economies. Action by these governments could have a significant effect on market prices of securities and payment of dividends. The economies of many foreign countries are heavily dependent upon international trade and are accordingly affected by protective trade barriers and economic conditions of their trading partners. The enactment by these trading partners of protectionist trade legislation could have a significant adverse effect upon the securities markets of such countries.

          Terrorism and related geopolitical risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally.

          Investment and Repatriation Restrictions. Foreign investment in the securities markets of certain foreign countries is restricted or controlled to varying degrees. These restrictions limit and at times, preclude investment in certain of such countries (especially countries in emerging markets) and increase the cost and expenses of Funds investing in them. These restrictions may take the form of prior governmental approval, limits on the amount or type of securities held by foreigners, and limits on the types of companies in which foreigners may invest. Additional or different restrictions may be imposed at any time by these or other countries in which the Funds invest. In addition, the repatriation (i.e., remitting back to the United States) of both investment income and capital from several foreign countries is restricted and controlled under certain regulations, including in some cases the need for certain government consents. The Fund could be adversely affected by delays in or a refusal to grant any required governmental registration or approval for repatriation.

          Taxes. The dividends and interest payable on certain of the Funds’ foreign portfolio securities may be subject to foreign withholding taxes, thus reducing the net amount of income available for distribution to the Funds’ shareholders.

          Emerging Market Securities. An emerging market security is one issued by a foreign government or private issuer that has one or more of the following characteristics: (i) its principal securities trading market is in an emerging market country, (ii) alone or on a consolidated basis it derives 50% or more of its annual revenue from goods produced, sales made or services performed in emerging markets or (iii) it is organized under the laws of, or has a principal office in, an emerging market country. Based on these criteria, it is possible for a security to be considered issued by an issuer in more than one country. Therefore, it is possible for the securities of any issuer that has one or more of these characteristics in connection with any emerging market country not to be considered an emerging market security if it has one or more of these characteristics in connection with a developed country.

          Emerging Markets. Investments in companies domiciled in emerging market countries may be subject to potentially higher risks than investments in companies in developed countries. The term “emerging market” describes any country which is generally considered to be an emerging or developing country by major organizations in the international financial community, such as the International Bank for Reconstruction and Development (more commonly known as the “World Bank”) and the International Finance Corporation. Emerging markets can include every nation in the world except the United States, Canada, Japan, Australia, New Zealand and most nations located in Western Europe.

          Risks of investing in emerging markets and emerging market securities include (i) less social, political and economic stability; (ii) the smaller size of the markets for these securities and the currently low or nonexistent volume of trading that results in a lack of liquidity and in greater price volatility; (iii) the lack of publicly available information, including reports of payments of dividends or interest on outstanding securities; (iv) certain national policies that may restrict the Fund’s investment opportunities, including restrictions on investment in issuers or industries deemed sensitive to national interests; (v) local taxation; (vi) the absence of developed structures governing private or foreign investment or allowing for judicial redress for injury to private property; (vii) the absence until recently, in certain countries, of a capital structure or market-oriented economy; (viii) the possibility that recent favorable economic developments in certain countries may be slowed or reversed by unanticipated political or social events in these countries; (ix) restrictions that may make it difficult or impossible for the Fund to vote proxies, exercise shareholder rights, pursue legal remedies, and obtain judgments in foreign courts; (x) the risk of uninsured loss due to lost, stolen, or counterfeit stock certificates; and (xi) possible losses through the holding of securities in domestic and foreign custodial banks and depositories.

          In addition, some countries in which the Funds may invest have experienced substantial, and in some periods, extremely high rates of inflation for many years. Inflation and rapid fluctuations in inflation rates have had and may continue to have negative effects on the economies and securities markets of certain countries. Further, the economies of emerging market countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade.

          Investment in Canada. The United States is Canada’s largest trading partner, and developments in economic policy do have a significant impact on the Canadian economy. The expanding economic and financial integration of the United States, Canada, and Mexico through the NAFTA Agreement has made, and will likely continue to make, the Canadian economy and securities market more sensitive to North American trade patterns. Growth in developing nations overseas will likely change the composition of Canada’s trade and foreign investment composition in the near future.

          Canada’s parliamentary system of government is, in general, stable. However, one of the provinces, Quebec, does have a “separatist” party whose objective is to achieve sovereignty and increased self-governing legal and financial powers.

          Canada is a major producer of commodities such as forest products, metals, agricultural products, and energy related products like oil, gas, and hydroelectricity. Accordingly, changes in the

TIAA-CREF Institutional Mutual Funds § Statement of Additional Information   B-15

supply and demand of such commodity resources, both domestically and internationally, can have a significant effect on Canadian market performance.

          Investment in Europe. The European Union (EU) is an intergovernmental and supranational union of 27 European countries, known as member states. A key activity of the EU is the establishment and administration of a common single market, consisting of, among other things, a single currency (for 15 members) and a common trade policy. The most widely used currency in the EU (and the unit of currency of the European Economic and Monetary Union (EMU)) is the euro, which is in use in 15 of the 27 member states. In addition to adopting a single currency, EMU member countries no longer control their own monetary policies. Instead, the authority to direct monetary policy is exercised by the European Central Bank.

          In the transition to the single economic system, significant political decisions will be made which will affect the market regulation, subsidization and privatization across all industries, from agricultural products to telecommunications.

          While economic and monetary convergence in the EU may offer new opportunities for those investing in the region, investors should be aware that the success of the EU is not wholly assured. Europe must grapple with a number of challenges, any one of which could threaten the survival of this monumental undertaking. Fifteen disparate economies must adjust to a unified monetary system, the absence of exchange rate flexibility, and the loss of economic sovereignty. Europe’s economies are diverse, its governments are decentralized, and its cultures differ widely. Unemployment is historically high and could pose political risk. One or more member countries might exit the union, placing the currency and banking system in jeopardy. Major issues currently facing the EU cover its membership, structure, procedures and policies; they include the adoption, abandonment or adjustment of the new constitutional treaty, the EU’s enlargement to the south and east, and resolving the EU’s problematic fiscal and democratic accountability. Efforts of the member states to continue to unify their economic and monetary policies may increase the potential for similarities in the movements of European markets and reduce the benefit of diversification within the region.

          The EU has been extending its influence to the east. It has accepted new members that were previously behind the Iron Curtain, and has plans to accept several more in the medium-term. For former Iron Curtain countries, membership serves as a strong political impetus to employ tight fiscal and monetary policies. Nevertheless, several entrants in recent years are former Soviet satellites and remain burdened to various extents by the inherited inefficiencies of centrally planned economies similar to that which existed under the old Soviet Union.

          Further expansion of EU membership has long-term economic benefits, but the remaining European countries are not viewed as currently suitable for membership. Also, as the EU continues to enlarge, the candidate countries’ accessions tend to grow more controversial.

          The EU has the largest economy in the world according to data compiled by the International Monetary Fund, and is expected to grow further over the next decade as more countries join. However, although the EU has set itself an objective to become “the world’s most dynamic and competitive economy” by the year 2010, it is now generally accepted that this target will not be met. The EU’s economic growth has been below that of the United States most years since 1990, and the economic performance of certain of its key members, including Germany and Italy, is a matter of serious concern to policy makers.

          Investing in euro-denominated securities entails risk of being exposed to a relatively new currency that may not fully reflect the strengths and weaknesses of the disparate economies that make up the EU. In addition, many European countries rely heavily upon export-dependent businesses and fluctuations in the exchange rate between the euro and the dollar can have either a positive or a negative effect upon corporate profits.

          Investment in Eastern Europe. Investing in the securities of Eastern European issuers is highly speculative and involves risks not usually associated with investing in the more developed markets of Western Europe.

          Changes occurring in Eastern Europe today could have long-term potential consequences. These changes could result in rising standards of living lower manufacturing costs, growing consumer spending and substantial economic growth. However, investment in most countries of Eastern Europe is highly speculative at this time.

          Recent political and economic reforms do not eliminate the possibility of a return to centrally planned economies and state-owned industries. Investments in Eastern European countries may involve risks of nationalization, expropriation and confisca-tory taxation. In many of the countries of Eastern Europe, there is no stock exchange or formal market for securities. Such countries may also have government exchange controls, currencies with no recognizable market value relative to the established currencies of western market economies, little or no experience in trading in securities, no accounting or financial reporting standards, a lack of a banking and securities infrastructure to handle such trading and a legal tradition which does not recognize rights in private property.

          Further, the governments in such countries may require governmental or quasi-governmental authorities to act as a custodian of the Funds’ assets invested in such countries, and these authorities may not qualify as a foreign custodian under the 1940 Act and exemptive relief from such Act may be required. All of these considerations are among the factors that result in significant risks and uncertainties arising from investing in Eastern Europe.

          Investment in Latin America. The political history of certain Latin American countries has been characterized by political, economic and social instability, intervention by the military in civilian and economic spheres, and political corruption. For investors, this has meant additional risk caused by periods of regional conflict, political corruption, totalitarianism, protectionist measures, nationalizations, hyperinflation, debt crises, sudden and large currency devaluation, and military intervention. However, there have been changes in this regard, particularly in the past decade. Democracy is beginning to become well established in some countries. A move to a more mature and accountable political environment is well under way. Domestic economies have been deregulated, privatization of state-owned companies has progressed, and foreign trade restrictions have

B-16   Statement of Additional Information  § TIAA-CREF Institutional Mutual Funds

been relaxed. Nonetheless, to the extent that events such as those listed above that increase the risk of investment in this region continue in the future, they could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers, and result in significant disruption in securities markets.

          Most Latin American countries have experienced, at one time or another, severe and persistent levels of inflation, including in some cases, hyperinflation. This has, in turn, led to high interest rates, extreme measures by governments to keep inflation in check, and a generally debilitating effect on economic growth. Although inflation in many countries has lessened, there is no guarantee it will remain at lower levels.

          Certain Latin American countries may experience sudden and large adjustments in their currency which, in turn, can have a disruptive and negative effect on foreign investors. Certain Latin American countries may impose restrictions on the free conversion of their currency into foreign currencies, including the U.S. dollar. There is no significant foreign exchange market for many currencies and it would, as a result, be difficult for the Funds to engage in foreign currency transactions designed to protect the value of the Funds’ interests in securities denominated in such currencies.

          A number of Latin American countries are among the largest debtors of developing countries. Argentina’s bankruptcy in the early 2000’s and the resulting financial turmoil in its neighboring countries are just the latest chapters in Latin America’s long history of foreign debt and default. Almost all of the region’s economies have become highly dependent upon foreign credit and loans from external sources to fuel their state-sponsored economic plans. Government profligacy and ill-conceived plans for modernization have exhausted these resources with little ben-efit accruing to the economy and most countries have been forced to restructure their loans or risk default on their debt obligations. In addition, interest on the foreign debt and other loans is subject to market conditions and may reach levels that would impair economic activity and create a difficult and costly environment for borrowers. There have been moratoria on, and reschedulings of, repayment with respect to these debts. Such events can restrict the flexibility of these debtor nations in the international markets and result in the imposition of onerous conditions on their economies.

          Investment in Japan. Government-industry cooperation, a strong work ethic, mastery of high technology, emphasis on education, and a comparatively small defense allocation helped Japan advance with extraordinary speed to become one of the largest economic powers along with the United States and the EU. Despite its impressive history, investors face special risks when investing in Japan.

          The Japanese economy languished for much of the 1990s, possibly due to a lack of effective governmental action in the areas of tax reform to reduce high tax rates, banking regulation to address enormous amounts of bad debt, and economic reforms to attempt to stimulate spending, but has recovered steadily since the early 2000s. Nonetheless, the yen has had a history of unpredictable and volatile movements against the U.S. dollar; a weakening yen hurts U.S. investors holding yen-denominated securities. Finally, the Japanese stock market has experienced wild swings in value over time and has often been considered significantly overvalued.

          Japan has historically depended on oil for most of its energy requirements. Almost all of its oil is imported, the majority from the Middle East. In the past, oil prices have had a major impact on the domestic economy, but more recently Japan has worked to reduce its dependence on oil by encouraging energy conservation and use of alternative fuels. In addition, a restructuring of industry, with emphasis shifting from basic industries to processing and assembly type industries, has contributed to the reduction of oil consumption. However, there is no guarantee this favorable trend will continue.

          Overseas trade is important to Japan’s economy. Japan has few natural resources and must export to pay for its imports of these basic requirements. Because of the concentration of Japanese exports in highly visible products such as automobiles, machine tools, and semiconductors and the large trade surpluses ensuing therefrom, Japan has had difficult relations with its trading partners, particularly the United States. It is possible that trade sanctions or other protectionist measures could impact Japan adversely in both the short term and long term.

          Beginning in the late 1990s, the nation’s financial institutions were successfully overhauled under the strong leadership of the government. Banks, in particular, disposed of their huge overhang of bad loans and trimmed their balance sheets, and are now competing with foreign institutions as well as other types of financial institutions. The successful financial sector reform coincided with Japan economic recovery, which set the stage for bright future outlook for Japanese companies. Many Japanese companies cut costs, took care of unfunded pension liabilities and wrote off impaired assets during the last few years. As the Japanese economy began to grow again, it achieved improved profitability and earnings growth.

          Investment in Asia other than Japan. The political history of some Asian countries has been characterized by political uncertainty, intervention by the military in civilian and economic spheres, and political corruption. Such developments, if they continue to occur, could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers and result in significant disruption in securities markets. The economies of many countries in the region are heavily dependent on international trade and are accordingly affected by protective trade barriers and the economic conditions of their trading partners, principally, the United States, Japan, China and the EU.

          Certain Asian countries may have managed currencies which are maintained at artificial levels to the U.S. dollar rather than at levels determined by the market. This type of system can lead to sudden and large adjustments in the currency which, in turn, can have a disruptive and negative effect on foreign investors. Certain Asian countries also may restrict the free conversion of their currency into foreign currencies, including the U.S. dollar. There is no significant foreign exchange market for certain currencies and it would, as a result, be difficult for the Funds to engage in foreign currency transactions designed to protect the value of the Funds’ interests in securities denominated in such currencies.

          A number of Asian companies are highly dependent on foreign loans for their operation which could impose strict repayment term schedules and require significant economic and financial restructuring.

          Depositary Receipts. The Equity Funds may invest in American, European and Global Depositary Receipts (“ADRs,” “EDRs” and “GDRs,” respectively). They are alternatives to the purchase of the underlying securities in their national markets

TIAA-CREF Institutional Mutual Funds § Statement of Additional Information   B-17

and currencies. Although their prices are quoted in U.S. dollars, they do not eliminate all the risks of foreign investing.

          ADRs represent the right to receive securities of foreign issuers deposited in a domestic bank or a foreign correspondent bank. To the extent that a Fund acquires ADRs through banks which do not have a contractual relationship with the foreign issuer of the security underlying the ADR to issue and service such ADRs, there may be an increased possibility that the Fund would not become aware of, and be able to respond to, corporate actions such as stock splits or rights offerings involving the foreign issuer in a timely manner. In addition, the lack of information may result in inefficiencies in the valuation of such instruments. However, by investing in ADRs rather than directly in the stock of foreign issuers, a Fund will avoid currency risks during the settlement period for either purchases or sales. In general, there is a large, liquid market in the United States for ADRs quoted on a national securities exchange or the national market system, including the NASDAQ Stock Market, Inc. (“NASDAQ”). The information available for ADRs is subject to the accounting auditing and financial reporting standards of the domestic market or exchange on which they are traded, which standards are more uniform and more exacting than those to which many foreign issuers may be subject.

          EDRs and GDRs are receipts evidencing an arrangement with a non-U.S. bank similar to that for ADRs and are designed for use in non-U.S. securities markets. EDRs and GDRs are not necessarily quoted in the same currency as the underlying security.

          Municipal Securities. The Tax-Exempt Bond Fund II invests in “municipal securities.” The term “municipal securities” as used in the Prospectus and this SAI means debt obligations issued by, or on behalf of, state, territories and possessions of the United States and the District of Columbia and their political subdivisions, agencies and instrumentalities or multi-state agencies or authorities, the interest from which debt obligations is, in the opinion of the issuer’s counsel, excluded from gross income for federal income tax purposes (but not necessarily exempt from federal alternative minimum tax (AMT) or from state or local taxes).

          Municipal securities generally are understood to include debt obligations issued to obtain funds for various public purposes, including the construction of a wide range of public facilities, refunding of outstanding obligations, payment of general operating expenses and extensions of loans to public institutions and facilities. Private activity bonds that are issued by or on behalf of public authorities to finance privately operated facilities are considered to be municipal securities if, in the opinion of the issuer’s counsel, the interest paid on them qualifies as excluded from gross income (but not necessarily from alternative minimum taxable income) for federal income tax purposes. Interest on certain “private activity” bonds is subject to federal alternative minimum tax. Interest from private activity bonds is a tax preference item for the purposes of determining whether a taxpayer is subject to the AMT and the amount of AMT to be paid, if any.

          Opinions relating to the validity of municipal securities and to the exemption of interest on them from federal income taxes are rendered by bond counsel for each issuer at the time of issue. These opinions are generally based on covenants by the issuers or others regarding continuing compliance with the federal tax laws. In the event that the issuer fails to comply, the interest distributions to shareholders may retroactively become federally taxable. Neither the Trust nor Advisors will review the proceedings relating to the issuance of municipal securities or the basis for opinions of issuer’s counsel.

          Municipal securities may be issued to finance life care facilities, which are an alternative form of long-term housing for the elderly that offer residents the independence of a condominium life style and, if needed, the comprehensive care of nursing home services. Bonds to finance these facilities have been issued by various state industrial development authorities. Because the bonds are secured only by the revenues of each facility and not by state or local government tax payments, they are subject to a wide variety of risks, including a drop in occupancy levels, the difficulty of maintaining adequate financial reserves to secure estimated actuarial liabilities, the possibility of regulatory cost restrictions applied to heath care delivery and competition from alternative health care of conventional housing facilities.

          Even though municipal securities are interest-bearing investments that promise a stable flow of income, their prices are inversely affected by changes in interest rates and, therefore, are subject to the risk of market price fluctuations. The values of municipal securities with longer remaining maturities typically fluctuate more than those of simarily rated municipal securities with shorter remaining maturities. The values of fixed income securities also may be affected by changes in the credit rating or financial condition of the issuing entities.

          Tax legislation in recent years has included several provisions that may affect the supply of, and the demand for, municipal securities, as well as the tax-exempt nature of interest paid on those securities. Neither the Trust nor Advisors can predict the effect of recent tax law changes upon the municipal obligation market, including the availability of instruments by a Fund. In addition, neither the Trust nor Advisors can predict whether additional legislation adversely affecting the municipal obligation market will be enacted in the future. Advisors monitors legislative developments and considers whether changes in the objective or policies of a Fund need to be made in response to those developments. If any laws are enacted that would reduce the availability of municipal securities for investment by the Tax-Exempt Bond Fund II so as to affect the Fund’s shareholders adversely, the Trust will reevaluate the Fund’s investment objective and policies and might submit possible changes in the Fund’s structure to the Fund’s shareholders for their consideration. If legislation were enacted that would treat a type of municipal obligation as taxable for federal income tax purposes, the Trust would treat the security as a permissible taxable money market instrument for the Tax-Exempt Bond Fund II within the applicable limits set forth in the Prospectus.

          Municipal Insurance. The Tax-Exempt Bond Fund II may invest its assets in municipal bonds whose principal and interest payments are guaranteed by a private insurance company. This insurance may be: (1) purchased by the bond issuer at the time of issuance; (2) purchased by TIAA-CREF to guarantee specific bonds only while held by the fund; or (3) purchased by an investor after the bond has been issued to guarantee the bond until its maturity date.

          Municipal Leases. Municipal leases are municipal securities that may take the form of lease or an installment purchase contract issued by the state and local governmental authorities to

B-18   Statement of Additional Information § TIAA-CREF Institutional Mutual Funds

obtain funds to acquire a wide variety of equipment and facilities such as fire and sanitation vehicles, computer equipment and other capital assets. Interest payments on qualifying municipal leases are exempt from federal income taxes and state income taxes within the state of issuance. Although municipal lease obligations do not normally constitute general obligations of municipality, a lease obligation is ordinarily backed by the municipality’s agreement to make the payments due under the lease obligation. These obligations have evolved to make it possible for state and local government authorities to acquire property and equipment without meeting constitutional and statutory requirements for the issuance of debt. Thus, municipal leases have special risks not normally associated with municipal securities. These securities frequently contain “non-appropriation” clauses that provide that the governmental issuer of the obligation has no obligation to make future payments under the lease or contract unless money is appropriated for those purposes by the legislative body on a yearly or other periodic basis. In addition to the non-appropriation risk, municipal leases represent a type of financing that has not yet developed the depth of marketability associated with other municipal securities.

          Moreover, although municipal leases will be secured by the leased equipment, the disposition of the equipment in the event of foreclosure might prove to be difficult. The Tax-Exempt Bond Fund II will not purchase lease obligations that contain non-appropriation clauses with an average life of five years or longer unless the lease obligation is rated investment grade by a nationally recognized rating organization.

          Municipal lease obligations may be deemed to be illiquid. In determining the liquidity and appropriate valuation of a municipal lease obligation, the following factors relating to the security and considered, amonth others: (1) the frequency of trades for the obligation; (2) the number of dealers willing to purchase or sell the security; (3) the willingness of dealers to undertake to make a market; (4) the nature of the marketplace trades; and (5) the likelihood that the obligation will remain marketable based on the credit quality of the municipality or relevant obligor.

          Municipal leases will be considered illiquid securities unless the Board of Trustees determines on an ongoing basis that the leases are readily marketable.

          Municipal leases can be both rated and unrated. Rated leases that may be held by the Tax-Exempt Bond Fund II include those rated investment grade at the time of investment or those issued by issuers whose senior debt is rated investment grade at the time of investment. The Tax-Exempt Bond Fund II may acquire unrated issues that Advisors deems to be comparable in quality to rated issues in which the Fund is authorized to invest. A determination that an unrated lease obligation is comparable in quality to a rated lease obligation and that there is a reasonable likelihood that the lease will not be canceled will be subject to oversight and approval by the Board of Trustees.

          To limit the risks associated with municipal leases, the Tax-Exempt Bond Fund II will not invest in municipal lease obligations that are deemed illiquid if such investments, together with all other illiquid investments, would exceed 15% of the Fund’s net assets.

          Tobacco Related Bonds. The Tax-Exempt Bond Fund II may invest in tobacco settlement related bonds.

          Because tobacco settlement bonds are backed by payments from the tobacco manufacturers, and generally not by the credit of the state or local governments issuing the bonds, their credit-worthiness depends on the ability of tobacco manufacturers to meet their obligations. A market share loss by the tobacco companies subject to the tobacco settlement could also cause a downward adjustment in the payment amounts. A participating manufacturer filing for bankruptcy also could cause delays or reductions in bond payments, which could affect the Fund’s net asset value.

          Tobacco manufacturers have been and continue to be subject to various legal claims. An adverse outcome to any tobacco litigation matters could adversely affect the payment streams associated with tobacco related bonds.

          Municipal Floating and Variable Rate Demand Instruments. Floating and variable rate demand bonds and notes are municipal securities ordinarily having stated maturities in excess of one year but which permit their holder to demand payment of principal at any time or at specified intervals. Variable rate demand notes include master demand notes, which are securities that permit the Tax-Exempt Bond Fund II to invest fluctuating amounts, which may change daily without penalty, pursuant to direct arrangements between the Fund, as lender, and the borrower. These securities have interest rates that fluctuate from time to time and frequently are secured by letters of credit or credit support arrangements provided by banks.

          Use of letters of credit or credit support arrangements generally will not adversely affect the tax-exempt status of variable rate demand notes. Because they are direct lending arrangements between the lender and borrower, variable rate demand notes generally will not be traded and no established secondary market generally exists for them, although they are redeemable at face value. If variable rate demand notes are not secured by letters of credit or other credit support arrangements, the right to demand payment on them will be dependent on the ability of the borrower to pay principal and interest on demand. Each obligation purchased by the Tax-Exempt Bond Fund II will meet the quality criteria established by Advisors for the purchase of municipal securities. Advisors considers on an ongoing basis the creditworthiness of the issuers of the floating and variable rate demand securities in the Fund’s portfolio.

          Participation Interests. A participation interest in a municipal security gives the purchaser an undivided interest in the municipal obligation in the proportion that the purchaser’s participation interest bears to the total principal amount of the municipal obligation. These instruments may have fixed, floating or variable rates of interest. If the participation interest is unrated, or has been given a rating below one that is otherwise permissible for purchase by the Tax-Exempt Bond Fund II, the participation interest will backed by an irrevocable letter of credit or guarantee of a bank that Advisors has determined meets certain quality standards established by the Board of Trustees, or the payment obligation otherwise will be collateralized by U.S. Government Securities. The Tax-Exempt Bond Fund II will have the right, with respect to certain participation interests, to demand payment, on a specified number of days’ notice, for all or any part of the Fund’s participation interest in the municipal obligation, plus accrued interest. The Tax-Exempt

TIAA-CREF Institutional Mutual Funds § Statement of Additional Information   B-19

Bond Fund II intends to exercise its right to demand payment only upon a default under the terms of the municipal obligation, or to maintain or improve the quality of its investment portfolio. The Tax-Exempt Bond Fund II will invest no more than 5% of the value of its assets in participation interests.

          Municipal Obligation Components. The interest payments on municipal securities can be divided into two different and variable components, which together result in a fixed interest rate. Typically, the first of the components (the “Auction Component”) pays an interest rate that is reset periodically through an auction process, whereas the second of the components (the “Residual Component”) pays a residual interest rate based on the difference between the total interest paid by the issuer on the municipal obligation and the auction rate paid on the Auction Component. The components can be purchased separately. Because the interest rate paid to holders of Residual Components is generally determined by subtracting the interest rate paid to the holders of Auction Components from a fixed amount, the interest rate paid to Residual Component holders will decrease as the Auction Component’s rate increases and increase as the Auction Component’s rate decreases. Moreover, the extent of the increases and decreases in market value of Residual Components may be larger than comparable changes in the market value of an equal principal amount of a fixed rate municipal obligation have similar credit quality, redemption provisions and maturity.

          Municipal Custody Receipts. The Tax-Exempt Bond Fund II also may acquire custodial receipts of certificates underwritten by securities dealers or banks that evidence ownership of future interest payments, principal payments, or both, on certain municipal securities. The underwriter of these certificates or receipts typically purchases municipal securities and deposits the securities in an irrevocable trust or custody account with a custodian bank, which then issues receipts or certificates that evidence ownership of the periodic unmatured coupon payments and the final principal payment on the securities. Custody receipts evidencing specific coupon or principal payments have the same general attributes as zero coupon municipal securities described above. Although under the terms of a custody receipt the Fund would be typically authorized to assert its rights directly against the issuer of the underlying obligation, the Fund could be required to assert through the custodian bank those rights as may exist against the underlying issuers. Thus, in the event the underlying issuer fails to pay principal and/or interest when due, the Fund may be subject to delays, expenses and risks that are greater than those that would have been involved if the Fund had purchased a direct obligation of the issuer. In addition, in the event that the trust or custody account in which the underlying security has been deposited is determined to be an association taxable as a corporation, instead of a non-taxable entity, the yield on the underlying security would be reduced in recognition of any taxes paid.

          Other Investment Techniques and Opportunities. The Funds may take certain actions with respect to merger proposals, tender offers, conversion of equity-related securities and other investment opportunities with the objective of enhancing the portfolio’s overall return, regardless of how these actions may affect the weight of the particular securities in the Funds’ portfolios.

          Industry Concentration. With the exception of the Managed Allocation Fund II and the Real Estate Securities Fund, none of the Funds will concentrate more than 25% of its total assets in any one industry. While the Managed Allocation Fund II does not intend to concentrate its investments in any particular industry, the Fund may, through one or more of its underlying funds in which it invests, indirectly concentrate in a single industry. Currently, no underlying fund of the Managed Allocation Fund II, other than the TIAA-CREF Real Estate Securities Fund, concentrates 25% or more of its total assets in any one industry.

          Portfolio Turnover. The transactions a Fund engages in are reflected in its portfolio turnover rate (although the Money Market Fund does not have a portfolio turnover rate). The rate of portfolio turnover is calculated by dividing the lesser of the amount of purchases or sales of portfolio securities during the fis-cal year by the monthly average of the value of the Funds’ portfolio securities (excluding from the computation all securities, including options, with maturities at the time of acquisition of one year or less). A high rate of portfolio turnover generally involves correspondingly greater brokerage commission expenses, which must be borne directly by the Funds and ultimately by the Funds’ shareholders. However, because portfolio turnover is not a limiting factor in determining whether or not to sell portfolio securities, a particular investment may be sold at any time, if investment judgment or account operations make a sale advisable.

          For the year ended September 30, 2007, the portfolio turnover of some of the Funds significantly changed from portfolio turnover rates in 2006 as a result of a variety of factors.

          The Large-Cap Growth Fund portfolio turnover rate increased to 189% for 2007 as compared with 81% for the same period in 2006. This increase in portfolio turnover was due to both 529 Plan transactions and a change in the Fund’s portfolio management in 2007.

          The Social Choice Equity Fund portfolio turnover rate increased to 30% for 2007, as compared with 18% for the same period in 2006, and the Large-Cap Growth Index Fund portfolio turnover rate increased to 53% for 2007, as compared with 40% for the same period in 2006. The increase in portfolio turnover in both of these Funds in 2007 was due to 529 Plan transactions.

          The Managed Allocation II Fund portfolio turnover rate increased to 13% for 2007, as compared with 8% for the same period in 2006. This increase in portfolio turnover was primarily driven by increased shareholder subscriptions and redemptions in 2007.

          The Growth & Income Fund portfolio turnover rate decreased to 84% for 2007, as compared with 133% for the same period in 2006, and the Mid-Cap Value Fund portfolio turnover rate decreased to 90% for 2007, as compared with 131% for the same period in 2006. Decreases in portfolio turnover rates for these Funds in 2007 were due to the combined effects of lower portfolio manager-driven turnover and reduced use of ETFs to manage cash flows.

          The Small-Cap Equity Fund portfolio turnover rate decreased to 127% for 2007 as compared with 264% for the same period in 2006. The decreased turnover was due to improved portfolio modeling construction processes.

          The Real Estate Securities Fund portfolio turnover rate decreased to 116% for 2007 as compared with 174% for the same period in 2006, as the portfolio management team has completed the repositioning which began in the prior year.

          The S&P 500 Index Fund portfolio turnover rate decreased to 18% for 2007 as compared with 25% for the same period in 2006, and the Equity Index Fund portfolio turnover rate decreased to 16%

B-20   Statement of Additional Information § TIAA-CREF Institutional Mutual Funds

for 2007, as compared with 32% for the same period in 2006. The decreases in portfolio turnover rates for these Funds in 2007 were primarily due to fewer 529 Plan changes and rebalancing, and as a result of the portfolio managers using futures to manage cash flows.

          The Small-Cap Growth Index Fund portfolio turnover rate decreased to 64% for 2007, as compared with 102% for the same period in 2006, and the Small-Cap Value Index Fund portfolio turnover rate decreased to 53% for 2007, as compared with 74% for the same period in 2006. The decreases in portfolio turnover rates for both of these Funds in 2007 were due to an increased use of futures to manage cash flows and, in the case of the Small-Cap Growth Index Fund, turnover was further reduced due to a reduction in overall cash flow.

          The following fixed-income Funds were impacted by high turnover rates. The Bond Plus Fund II portfolio turnover rate increased to 137% for 2007, as compared with 92% for the same period in 2006, due primarily to an increase in the holdings of spread product (e.g., asset-backed, agency, corporate bonds) and a decrease in the holdings of Treasury securities.

          The High-Yield Fund II portfolio turnover rate increased to 43% for 2007, as compared with 26% for the same period in 2006. There was no change in strategy of the High-Yield Fund II in the period. The portfolio turnover rate in both periods reflects a substantially lower turnover rate than other high-yield funds reflective of an investment style of investing for the long term.

          The Inflation-Linked Bond Fund portfolio turnover rate decreased to 26% for 2007, as compared with 83% for the same period in 2006. This decrease resulted from fewer opportunities to do relative value trades that would have benefited the Fund in 2007 and from fewer 529 Plan transactions in 2007.

          Finally, the Tax-Exempt Bond Fund II portfolio turnover rate decreased to 48% for 2007, as compared with 73% for the same period in 2006. The decline resulted from fewer opportunities to sell securities, through broker/dealers, to the individual retail market at prices slightly higher than available in the institutional market.

          The portfolio turnover rates of the other Funds did not change significantly from 2006 to 2007.

          The Funds do not have fixed policies on portfolio turnover, although, because a higher portfolio turnover rate will increase brokerage costs, Advisors will carefully weigh the added costs of short-term investment against the gains anticipated from such transactions. To the extent that the Funds have investors that are funds or pools managed by Advisors, transaction activity by these funds or pools may contribute to the Funds’ portfolio turnover rate and may increase the Funds’ brokerage costs.

          Since the Enhanced International Equity Index Fund, Enhanced Large-Cap Growth Index Fund and Enhanced Large-Cap Value Index Fund (collectively, the “Enhanced Index Funds”) are new and have only a short operating history, there is no portfolio turnover rate for these Funds for the most recent calendar year.

DISCLOSURE OF PORTFOLIO HOLDINGS

          The Board of Trustees has adopted policies and procedures governing the disclosure by the Funds and Advisors of Fund portfolio holdings to third parties, in order to ensure that this information is disclosed in a manner that is in the best interests of all Fund shareholders. As a threshold matter, except as described below, the Funds and Advisors will not disclose the Funds’ portfolio holdings to third parties, except as of the end of a calendar month, and no earlier than 30 days after the end of the calendar month. Each Fund will disclose its portfolio holdings to all third parties who request it after that period. In addition, the Funds and Advisors may disclose the ten largest holdings of any Fund to third parties ten days after the end of the calendar month.

          The Funds and Advisors may disclose the Funds’ portfolio holdings to third parties outside the time restrictions described above as follows:

• Fund holdings in any particular security can be made available to stock exchanges or regulators, and Fund holdings in a particular issuer’s securities can be made available to that issuer, in each case subject to approval of Advisors’ Area Compliance Officer, Advisors’ Chief Compliance Officer or an attorney employed by Advisors holding the title of Chief Counsel or above.

• Fund portfolio holdings can be made available to rating and ranking organizations subject to a written confidentiality agreement that restricts trading on the information.

• 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 holding information to that third party is:

• approved by an individual holding the title of Executive Vice President or above;

• approved by an individual holding the title of Chief Counsel or above; and

• subject to a written confidentiality agreement in which the third party agrees not to trade on the information.

          On an annual basis, the Board of Trustees and the board of directors of Advisors will receive a report on compliance with these portfolio holdings disclosure procedures, as well as a current copy of the procedures for the Board’s review and approval.

          Currently, the Funds have ongoing arrangements to disclose, in accordance with the time restrictions and all other provisions of the Funds’ portfolio holdings disclosure policy, the portfolio holdings of the Funds to the following recipients: Lipper, a Reuters company; Morningstar, Inc.; Mellon Analytical Solutions; S&P; The Thomson Corporation; and Bloomberg L.P. Each of these entities receives portfolio holdings information on a quarterly basis at least 30 days after the end of the most recent calendar month. No compensation was received by the Funds, Advisors or their affiliates as part of these arrangements to disclose portfolio holdings of the Funds.

          In addition, occasionally the Funds and Advisors disclose to certain broker-dealers a Fund’s portfolio holdings, in whole or in part, in order to assist the portfolio managers when they are determining the Funds’ portfolio management and trading strategies. These disclosures are done in accordance with the Funds’ portfolio holdings disclosure policy and are covered by confidentiality agreements.

          The Funds send summaries of their portfolio holdings to shareholders semi-annually as part of the Funds’ annual and semi-annual reports. Full portfolio holdings are also filed with the SEC, and can be accessed from the SEC’s website at www.sec.gov approximately 60 days after the end of each quarter (through Forms N-CSR and N-Q). You can request more frequent portfolio holdings information, subject to the Funds’ policy as stated above, by writing to the Funds at TIAA-CREF Institutional Mutual Funds, P.O. Box 4674, New York, NY 10164.

TIAA-CREF Institutional Mutual Funds § Statement of Additional Information   B-21

MANAGEMENT OF THE TRUST

THE BOARD OF TRUSTEES

          The Board of Trustees oversees the Trust’s business affairs, involving, among other things, approving the Funds’ investment objectives and policies. The Board delegates the day-to-day management of the Funds to Advisors and its officers (see below). The Board meets periodically to review, among other things, the Funds’ activities, contractual arrangements with companies that provide services to the Funds and the performance of the Funds’ investment portfolios.

TRUSTEES AND OFFICERS

          The following tables include certain information about the trustees and officers of the Trust, including positions held with the Trust, length of office and time served, and principal occupations in the last five years. The first table includes information about the Trust’s disinterested trustees and the second table includes information about the Trust’s officers. The first table also includes the number of portfolios in the fund complex overseen by each trustee and certain directorships held by each of them. The Trust has no interested trustees.

DISINTERESTED TRUSTEES

Name, Address and Date of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustees
Forrest Berkley c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 Date of Birth (“DOB”): 4/25/54	Trustee	Indefinite term. Trustee since 2006.	Retired. Partner (1990-2005) and Head of Global Product Management (2003-2006), GMO (formerly, Grantham, Mayo, Van Otterloo & Co.) (investment management); and member of asset allocation portfolio management team, GMO (2003-2005).	61	Director and member of the Investment Committee, the Maine Coast Heritage Trust and the Boston Athaneum; and Director, Appalachian Mountain Club.
Nancy A.Eckl c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 10/06/62	Trustee	Indefinite term. Trustee since 2007.	Former Vice President (1990-2006), American Beacon Advisors, Inc. and Vice President of certain funds advised by American Beacon Advisors, Inc.	61	Independent Director, The Lazard Funds, Inc., Lazard Retirement Series, Inc., Lazard Global Total Return and Income Fund, Inc. and Lazard World Dividend and Income Fund, Inc. and Member of the Board of Managers of Lazard Alternative Strategies Fund, LLC.
Eugene Flood, Jr. c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 10/31/55	Trustee	Indefinite term. Trustee since 2005.	President and Chief Executive Officer (since 2000) and a Director (since 1994) of Smith Breeden Associates, Inc. (investment adviser).	61	None
Michael A. Forrester c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 11/05/67	Trustee	Indefinite term. Trustee since 2007.	Chief Operating Officer, Copper Rock Capital Partners (since September 2007). Formerly, Chief Operating Officer, DDJ Capital Management (2003-2006); and Executive Vice President (2000-2002), Senior Vice President (1995-2000) and Vice President (1992-1995), Fidelity Investments.	61	None
Howell E. Jackson c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 1/4/54	Trustee	Indefinite term. Trustee since 2005.	James S. Reid, Jr. Professor of Law (since 2004), Vice Dean for Budget (2003-2006) and on the faculty (since 1989) of Harvard Law School.	61	None
Nancy L. Jacob c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 1/15/43	Chairman of the Board, Trustee	Indefinite term. Trustee since 1999.	President and Founder (since October 2006) of NLJ Advisors, Inc. (investment adviser). Formerly, President and Managing Principal, Windermere Investment Associates (1997 - 2006); Chairman and Chief Executive Officer, CTC Consulting, Inc. (1994-1997); and Executive Vice President, U.S. Institutional Funds of the Pacific Northwest (1993-1996).	61	Director and Chairman of the Investment Committee of the Okabena Company (financial services).

B-22  Statement of Additional Information § TIAA-CREF Institutional Mutual Funds

DISINTERESTED TRUSTEES (continued)

Name, Address and Date of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustees
Bridget A. Macaskill c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 8/5/48	Trustee	Indefinite term. Trustee since 2003.	Principal and Founder, BAM Consulting LLC (since 2003); and Independent Consultant for Merrill Lynch (since 2003). Formerly, Chairman, Oppenheimer Funds, Inc. (2000-2001); Chief Executive Officer (1995- 2001); President (1991-2000); and Chief Operating Officer (1989-1995) of that firm.	61	Director, Prudential plc, Scottish & Newcastle plc (brewer), Federal National Mortgage Association (Fannie Mae), International Advisory Board and British-American Business Council.
James M. Poterba c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 7/13/58	Trustee	Indefinite term. Trustee since 2006.	Head (since 2006) and Associate Head (1994-2000 and 2001-2006) Economics Department, Massachusetts Institute of Technology (MIT); Mitsui Professor of Economics, MIT (since 1996), and Program Director, National Bureau of Economic Research (since 1990).	61	Director, The Jeffrey Company and Jeflion Company (unregistered investment companies).
Maceo K. Sloan c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 10/18/49	Trustee	Indefinite term. Trustee since 2001.	Chairman, President and Chief Executive Officer, Sloan Financial Group, Inc. (since 1991); Chairman, CEO and CIO, NCM Capital Management Group, Inc. (since 1991); and Chairman and CEO, NCM Capital Advisers, Inc. (since 2003).	61	Director, SCANA Corporation (energy holding company) and M&F Bancorp, Inc.
Laura T. Starks c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 2/17/50	Trustee	Indefinite term. Trustee since 2006.	Chairman, Department of Finance, the Charles E. and Sarah M. Seay Regents Chair in Finance (since 2002), and Director, AIM Investment Center, McCombs School of Business, University of Texas at Austin (since 2000); Professor, University of Texas at Austin (since 1987); Fellow, Financial Management Association (since 2002). Formerly, Associate Dean for Research (2001-2002) and Associate Director of Research (2000-2003), the Center for International Business Education and Research, University of Texas at Austin; and Director of the Bureau of Business Research, University of Texas at Austin (2001-2002).	61	None

OFFICERS

Name, Address and Date of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
Mary (Maliz) E. Beams TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/29/56	Executive Vice President	One-year term. Executive Vice President since July 2007.	Executive Vice President of TIAA (since July 2007) and of TIAA-CREF Institutional Mutual Funds, CREF, TIAA-CREF Life Funds and TIAA Separate Account VA-1 (collectively, the “TIAA-CREF Fund Complex”) (since September 2007). President and Chief Executive Officer, TIAA-CREF Individual & Institutional Services, LLC (since July 2007). Senior Managing Director and Head of Wealth Management Group of TIAA (since 2004). Formerly, Partner, Spyglass Investments (2002-2003); Partner and Managing Director, President of Global Business Development for the Mutual Fund Group and Head of International Mutual Fund and Offshore Businesses of Zurich Scudder Investments; and Head of U.S. Scudder Direct Retail Business and Chief Executive Officer of Scudder Brokerage (1997-2002).
Richard S. Biegen TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 5/08/62	Vice President and Chief Compliance Officer	One-year term. Vice President and Chief Compliance Officer starting February 4, 2008.	Chief Compliance Officer of the TIAA-CREF Fund Complex; Vice President, Funds and Advisor Chief Compliance Officer of TIAA; and Chief Compliance Officer of Advisors and Investment Management. Formerly, Managing Director/Director of Global Compliance, AIG Global Investment Group (2000-2008); Senior Vice President/Group Head, Regulatory Oversight Group, Scudder Kemper Investments, Inc. (1998-2000); Chief Compliance Officer/Vice President, Legal Department, Salomon Brothers Asset Management, Inc.(1997-1998); Assistant General Counsel/Director, Securities Law Compliance, The Prudential Insurance Company of America (1994-1997); and Enforcement Staff Attorney, U.S. Securities and Exchange Commission (1988-1994).
Scott C. Evans TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 5/11/59	President and Principal Executive Officer	One-year term. President and Principal Executive Officer since 2007.	Principal Executive Officer and President of TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life Funds (since 2007). Executive Vice President (since 1999) and Head of Asset Management (since 2006) of TIAA, CREF and TIAA Separate Account VA-1. Director of TPIS (since 2006) and Advisors (since 2004). President and Chief Executive Officer of Investment Management and Advisors, and Manager of Investment Management (since 2004). Executive Vice President and Head of Asset Management of the TIAA-CREF Mutual Funds (2006-2007). Formerly, Manager of TIAA Realty Capital Management, LLC (2004-2006); and Chief Investment Officer of TIAA (2004-2006) and the TIAA- CREF Fund Complex (2003-2005).

TIAA-CREF Institutional Mutual Funds § Statement of Additional Information  B-23

OFFICERS (continued)

Name, Address and Date of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
Phillip G. Goff TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 11/22/63	Principal Financial Officer, Principal Accounting Officer and Treasurer	One-year term. Principal Financial Officer, Principal Accounting Officer and Treasurer since 2007.	Principal Financial Officer, Principal Accounting Officer and Treasurer of the TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life Funds (since 2007). Formerly, Chief Financial Officer, Van Kampen Funds (2005-2006); and Vice President and Chief Financial Officer, Enterprise Capital Management and the Enterprise Group of Funds (1995-2005).
I. Steven Goldstein TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 9/24/52	Executive Vice President	One-year term. Executive Vice President since 2003.	Executive Vice President of TIAA and the TIAA-CREF Fund Complex (since 2003). Formerly, Director of TIAA-CREF Life (2003-2006); Advisor for McKinsey & Company (2003); Vice President, Corporate Communications for Dow Jones & Co. and The Wall Street Journal (2001-2002); and Senior Vice President and Chief Communications Officer for Insurance Information Institute (1993-2001).
George W. Madison TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 10/17/53	Executive Vice President and General Counsel	One-year term. Executive Vice President and General Counsel since 2003.	Executive Vice President and General Counsel of TIAA and the TIAA-CREF Fund Complex (since 2003). Formerly, Executive Vice President, Corporate Secretary, and General Counsel of Comerica Incorporated (1997-2003).
Erwin W. Martens TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/18/56	Executive Vice President	One-year term. Executive Vice President since 2003.	Executive Vice President of TIAA and the TIAA-CREF Fund Complex (since 2003). Director of Advisors, TPIS, and Manager of Investment Management. Formerly, Managing Director and Chief Risk Officer, Putnam Investments (1999-2003); and Head and Deputy Head of Global Market Risk Management, Lehman Brothers (1997-1999).
Dermot J. O’Brien TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/13/66	Executive Vice President	One-year term. Executive Vice President since 2003.	Executive Vice President of TIAA and the TIAA-CREF Fund Complex (since 2003) and Head of Corporate Services (since 2006). Formerly, Director, TIAA-CREF Life (2003-2006); First Vice President and Head of Human Resources, International Private Client Division and Global Debt Markets, Merrill Lynch & Co. (1999-2003); and Vice President and Head of Human Resources, Japan Morgan Stanley (1998-1999).
Eric C. Oppenheim TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 7/31/48	Vice President and Acting Chief Compliance Officer (until February 4, 2008)	One-year term. Vice President and Acting Chief Compliance Officer since 2005.	Vice President and Acting Chief Compliance Officer of the TIAA-CREF Fund Complex (since 2005). Formerly, Vice President of Investment Management and Advisors (2005- 2006); Acting Chief Compliance Officer of Tuition Financing and Chief Compliance Officer of Advisors and Services (2005- 2006); Vice President, Compliance Officer, TIAA (2004-2005); First Vice President, Manager of Compliance and Centralized Trust Functions Private Banking Division (2001-2004), and Manager of Compliance and Regulatory Affairs, Investment Banking Division (1993-2001), Comerica Incorporated.
Marjorie Pierre-Merritt TIAA-CREF 740 Third Avenue New York, NY 10017-3206 DOB: 5/28/66	Vice President and Acting Corporate Secretary	One year term. Vice President and Acting Corporate Secretary since September 2007.	Vice President and Acting Corporate Secretary of TIAA and the TIAA-CREF Fund Complex (since September 2007); and Assistant Corporate Secretary of TIAA (2006-2007). Formerly, Assistant Corporate Secretary of The Dun & Bradstreet Corporation (2003-2006); and Counsel, The New York Times Company (2001-2003).
Bertram L. Scott TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/26/51	Executive Vice President	One-year term. Executive Vice President since 2000.	Executive Vice President of TIAA and the TIAA-CREF Fund Complex (since 2006). Director and President of TIAA-CREF Enterprises, Inc. Formerly, Executive Vice President, Product Management of TIAA and TIAA-CREF Fund Complex (2000-2005); and President and Chief Executive Officer, Horizon Mercy (1996-2000).
Edward D. Van Dolsen TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 4/21/58	Executive Vice President	One-year term. Executive Vice President since 2006.	Executive Vice President (since 2006). Director of Tuition Financing and Manager of Services. President and CEO, TIAA-CREF Redwood, LLC. Formerly Senior Vice President, Pension Products (2003-2006), Vice President, Support Services (1998-2003), of TIAA and the TIAA-CREF Fund Complex.

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, 2007. At that time, the Funds’ family of investment companies included the Funds and all of the other series of the Trust (including the TIAA-CREF Lifecycle Funds), CREF, TIAA-CREF Life Funds and TIAA Separate Account VA-1.

B-24  Statement of Additional Information § TIAA-CREF Institutional Mutual Funds

DISINTERESTED TRUSTEES

Name of Trustee	Dollar Range of Equity Securities in the Funds	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies
Forrest Berkley	TIAA-CREF International Equity Fund – Retirement Class $50,001-$100,000	Over $100,000
Nancy A. Eckl	TIAA-CREF Growth & Income Fund – Retirement Class $10,001-$50,000	$50,001 - $100,000
Eugene Flood, Jr.	TIAA-CREF International Equity Fund – Retirement Class $50,001 – $100,000	Over $100,000
	TIAA-CREF S&P 500 Index Fund – Retirement Class Over $100,000
Michael A. Forrester	None	$10,001 - $50,000
Howell E. Jackson	TIAA-CREF International Equity Index Fund – Retirement Class $10,001 - $50,000	Over $100,000
	TIAA-CREF Mid Cap Blend Index Fund – Retirement Class $0 – $10,000
	TIAA-CREF Small Cap Growth Index Fund – Retirement Class $0 – $10,000
	TIAA-CREF Small Cap Value Index Fund – Retirement Class $0 - $10,000
	TIAA-CREF Social Choice Equity Fund – Retirement Class $0 - $10,000
Nancy L. Jacob	None	Over $100,000
Bridget Macaskill	TIAA-CREF International Equity Fund – Retirement Class $50,001 - $100,000	Over $100,000
	TIAA-CREF Large-Cap Value Fund – Retirement Class $50,001 - $100,000
	TIAA-CREF Mid-Cap Growth Fund – Retirement Class $50,001 - $100,000
	TIAA-CREF Mid-Cap Value Fund – Retirement Class $50,001 - $100,000
	TIAA-CREF Small-Cap Equity Fund – Retirement Class $50,001 - $100,000
James M. Poterba	None	Over $100,000
Maceo K. Sloan	None	Over $100,000
Laura T. Starks	None	Over $100,000

TRUSTEE AND OFFICER COMPENSATION

          The following table shows the compensation received from the Trust and the TIAA-CREF fund complex by each non-officer trustee for the fiscal year ended September 30, 2007. The Trust’s officers receive no compensation from any fund in the TIAA-CREF fund complex. For purposes of this chart, the TIAA-CREF fund complex consists of: CREF, TIAA Separate Account VA-1, TIAA-CREF Mutual Funds (which were merged into corresponding series of the Trust on April 20, 2007), TIAA-CREF Life Funds and the Trust (including the TIAA-CREF Lifecycle Funds), each a registered investment company.

DISINTERESTED TRUSTEES

Name of Person	Aggregate Compensation From the Trust		Pension or Retirement Benefits Accrued As Part of Fund Expenses		Total Compensation Paid From Fund Complex
Forrest Berkley	$	10,567.01	$	5,636.55	$	258,400.00
Nancy A. Eckl	$	4,245.22	$	2,819.01	$	95,000.00
Eugene Flood, Jr.	$	11,584.70	$	4,697.28	$	251,900.00
Michael A. Forrester	$	542.73	$	0.00	$	7,500.00
Howell E. Jackson	$	12,280.36	$	4,697.28	$	261,200.00
Nancy L. Jacob	$	16,322.77	$	4,697.28	$	325,500.00
Bridget A. Macaskill	$	7,083,04	$	4,697.28	$	184,550.00
James M. Poterba	$	10,018.28	$	4,697.28	$	229,800.00
Maceo K. Sloan*	$	14,130.47	$	4,697.28	$	290,500.00
Laura T. Starks	$	10,463.99	$	4,697.28	$	233,700.00

* This compensation, or a portion of it, was not actually paid based on prior election of trustee to defer receipt of payment in accordance with the provisions of a deferred compensation plan for non-officer trustees. Excluding this year’s deferrals, a total of $223,345.02, including interest, earned across the fund complex has been deferred for prior years’ service, including interest through September 30, 2007, for all current trustees who had elected to defer their compensation.

          The Board has approved trustee compensation at the following rates effective January 1, 2007: an annual retainer of $50,000; a Board and committee meeting fee of $2,500; an annual long-term compensation contribution of $75,000; an annual committee chair fee of $10,000 ($15,000 for the chairs of the Operations and Audit and Compliance Committees); an annual Board chair fee of $25,000; and an annual Operations and Audit and Compliance Committee member fee of $5,000. The trustees also receive $2,500 per meeting for attending any shareholder meetings. Trustee compensation reflects service to all of the investment companies within the TIAA-CREF Fund Complex and is pro-rated to those companies based upon assets under management. The level of compensation is evaluated regularly and is based on a study of compensation at comparable companies, the time and responsibilities required of the trustees, and the need to attract and retain well-qualified Board members.

          The Funds have a long-term compensation plan for non-officer trustees. Currently, under this unfunded plan, annual contributions equal to $75,000 are allocated to notional investments in TIAA-CREF products (like TIAA or CREF annuities and/or certain Funds) selected by each trustee. After the trustee leaves the Board, benefits will be paid in a lump sum or in annual installments over 5, 10, 15 or 20 years, as requested by the trustee. The Board may waive the mandatory retirement policy for the trustees, which would delay the commencement of benefit payments until the trustee eventually retires from the Board. Pursuant to a separate deferred compensation plan, non-officer trustees also have the option to defer payments of their basic retainer, additional retainers and/or meeting fees and allocate those amounts to notional investments in TIAA-CREF products (like TIAA or CREF annuities and/or certain Funds) selected by each trustee. Benefits under that plan are also paid in a lump sum or annual installments over 5, 10, 15 or 20 years,

TIAA-CREF Institutional Mutual Funds § Statement of Additional Information  B-25

as requested by the trustee. The compensation table above does not reflect any payments under the long-term compensation plan.

BOARD COMMITTEES

          The Board of Trustees has appointed the following standing committees, each with specific responsibilities for aspects of the Trust’s operations:

(1)	An Audit and Compliance Committee, consisting solely of independent trustees, which assists the full Board in fulfilling its oversight responsibilities for financial and operational reporting, internal controls and certain compliance and ethics matters. The Audit and Compliance Committee is charged with approving the appointment, compensation, retention (or termination) and oversight of the work of the Funds’ independent registered public accounting firm. The Audit and Compliance Committee has adopted a formal written charter that is available upon request. During the fiscal year ended September 30, 2007, the Audit and Compliance Committee held seven meetings. The current members of the Audit and Compliance Committee are Mr. Sloan (chair), Mr. Berkley, Mr. Forrester, Ms. Macaskill and Prof. Poterba. Mr. Sloan has been designated the audit committee financial expert.
(2)	An Investment Committee, consisting solely of independent trustees, which assists the full Board in fulfilling its oversight responsibilities for the Trust’s investments. During the fiscal year ended September 30, 2007, the Investment Committee held six meetings. The current members of the Investment Committee are Dr. Flood (chair), Mr. Berkley, Ms. Eckl, Dr. Jacob, Ms. Macaskill, Prof. Poterba and Mr. Sloan.
(3)	A Corporate Governance and Social Responsibility Committee, consisting solely of independent trustees, which assists the full 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 and the initiation of appropriate shareholder resolutions. During the fiscal year ended September 30, 2007, the Corporate Governance and Social Responsibility Committee held eleven 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 year ended September 30, 2007, the Executive Committee did not hold any meetings. The current members of the Executive Committee are Dr. Jacob (chair), Dr. Flood, Prof. Jackson, Prof. Poterba and Mr. Sloan.
(5)	A Nominating and Governance Committee, consisting solely of independent trustees, which nominates certain Trust officers and the members of the standing committees of the Board, and recommends candidates for election as trustees. During the fiscal year ended September 30, 2007, the Nominating and Governance Committee held thirteen meetings. The current members of the Nominating and Governance Committee are Dr. Jacob (chair), Dr. Flood, Dr. Starks and Mr. Sloan.
(6)	An Operations Committee, consisting solely of independent trustees, which assists the full 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 September 30, 2007, the Operations Committee held ten meetings. The current members of the Operations Committee are Prof. Jackson (chair), Ms. Eckl, Dr. Flood, Dr. Jacob 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 Institutional Mutual Funds. The Secretary’s address is: Office of the Corporate Secretary, 730 Third Avenue, New York, New York 10017-3206 or trustees@tiaa-cref.org.

PROXY VOTING POLICIES

          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 companies that follow good corporate governance practices and are responsive to shareholder concerns are more likely to produce better returns than those companies that do not follow these practices or act in such a manner.

          As a general matter, the Board of Trustees has delegated to Advisors responsibility for voting the proxies of the Funds’ portfolio companies in accordance with Board approved guidelines established by the Corporate Governance and Social Responsibility Committee. Guidelines for proposals related to corporate governance proposals and social issues are articulated in the TIAA-CREF Policy Statement on Corporate Governance, attached as Appendix A to this SAI.

          Advisors has a team of professionals responsible for reviewing and voting each proxy. In analyzing a proposal, these professionals utilize various sources of information to enhance their ability to evaluate the proposal. These sources may include third-party proxy advisory firms, various corporate governance-related publications and TIAA-CREF investment professionals. Based on their analysis of each proposal and guided by the TIAA-CREF Policy Statement on Corporate Governance, these professionals then vote in a manner intended solely to advance the interests of the Funds’ shareholders. Occasionally, when a proposal relates to social or environmental concerns or governance issues not addressed in the TIAA-CREF Policy Statement on Corporate Governance, Advisors seeks guidance on how to vote from the Corporate Governance and Social Responsibility Committee.

          Advisors believes there are no material conflicts of interest that interfere with its proxy voting decisions on behalf of the Funds. There may be rare instances in which a trustee or senior executive of Advisors or Advisors’ affiliates is either a director or executive of a portfolio company. In such cases, this individual is required to recuse himself or herself from all decisions regarding the portfolio company.

          In order to ensure that proxy voting is aligned with the investment objective of the Social Choice Equity Fund, the Trust has adopted special proxy voting policies for that Fund. Shares of the companies held in the Social Choice Equity Fund will be voted consistent with the social criteria (or screens) considered by the Fund in selecting companies for inclusion in its portfolio. In cases where Advisor is asked to vote on social matters that are not covered under the Fund’s screens, Advisors will cast such votes in accor-

B-26  Statement of Additional Information § TIAA-CREF Institutional Mutual Funds

dance with the policies and procedures described in TIAA-CREF’s Policy Statement on Corporate Governance. If the matter is not covered there, Advisors will seek guidance on how to vote from the Corporate Governance and Social Responsibility Committee.

          A record of all proxy votes cast for the Funds for the twelve-month period ended June 30, 2007, can be obtained, free of charge, at www.tiaa-cref.org, and on the SEC’s website at www.sec.gov. A record of the Funds’ proxy votes for the twelve-month period ended June 30, 2008, will become available in August 2008. Because the Enhanced Index Funds are newly operational, their first record of all proxy votes cast (for the period since inception to June 30, 2008), will not become available until August 2008. At that time, shareholders will be able to obtain this report, free of charge, by following the same procedures outlined above for obtaining a record of proxy votes cast by the other Funds.

PRINCIPAL HOLDERS OF SECURITIES

          As of December 31, 2007, the following investors were known to hold beneficially or of record 5% or more of the outstanding shares of any class of a Fund:

Fund/Class	Percentage of Holding		Shares
Teachers Insurance and Annuity Association
730 Third Avenue
New York, NY 10017-3206
Large-Cap Growth Fund - Institutional Class	6.55	%	958,255.700
Equity Index Fund - Retirement Class	5.37	%	52,913.958
Mid-Cap Growth Index Fund - Institutional Class	71.63	%	2,319,888.319
Mid-Cap Value Index Fund - Institutional Class	42.48	%	3,407,108.914
Mid-Cap Blend Index Fund - Institutional Class	17.50	%	1,045,990.805
Small-Cap Growth Index Fund - Institutional Class	95.40	%	6,261,626.676
Small-Cap Value Index Fund - Institutional Class	72.97	%	6,277,888.145
Small-Cap Blend Index Fund - Institutional Class	12.05	%	1,471,251.726
Enhanced International Equity Index Fund -
Institutional Class	100.00	%	3,003,561.915
Enhanced Large-Cap Growth Index Fund - Institutional Class	100.00	%	2,003,716.000
Enhanced Large-Cap Value Index Fund - Institutional Class	100.00	%	2,004,819.838
Real Estate Securities Fund	12.13	%	1,602,551.235
Managed Allocation Fund II - Institutional Class	50.59	%	216,424.078
Bond Fund - Retail Class	5.32	%	54,298.114
Bond Plus Fund II - Institutional Class	18.69	%	5,358,651.166
Bond Plus Fund II - Retirement Class	6.13	%	54,418.723
Short-Term Bond Fund II - Institutional Class	33.02	%	5,324,817.459
High-Yield Fund II - Institutional Class	22.58	%	5,569,508.928
Tax-Exempt Bond Fund II - Institutional Class	69.73	%	5,287,286.981
TIAA-CREF Oklahoma Fund
730 Third Avenue
New York, NY 10017-3206
S&P 500 Index Fund - Institutional Class	7.41	%	4,202,006.898
Mid-Cap Growth Index Fund - Institutional Class	12.47	%	404,021.467
Mid-Cap Value Index Fund - Institutional Class	5.37	%	430,949.372
Small-Cap Blend Index Fund - Institutional Class	5.34	%	651,446.940
International Equity Index Fund - Institutional Class	5.94	%	1,428,477.065
Real Estate Securities Fund - Institutional Class	7.00	%	1,494,391.233
Money Market Fund - Institutional Class	5.87	%	14,429,968.520
TIAA-CREF Institutional Managed Allocation Fund II
730 Third Avenue
New York, NY 10017-3206
Large-Cap Growth Fund - Institutional Class	92.99%		13,599,148.087
Large-Cap Value Fund - Institutional Class	26.59%		9,606,519.166
Small-Cap Equity Fund - Institutional Class	14.34%		1,931,252.226
International Equity Fund - Institutional Class	8.84%		5,876,888.458
Bond Plus Fund II - Institutional Class	81.04%		23,234,548.517

Fund/Class	Percentage of Holding		Shares
TIAA-CREF
JP Morgan Retirement Plans Program
3 Metrotech Ctr Fl 6
Brooklyn, NY 11245-0001
Growth & Income Fund - Retirement Class	61.71	%	15,718,851.428
International Equity Fund - Retirement Class	73.12	%	74,715,643.084
Large Cap Growth Fund - Retirement Class	15.82	%	822,855.586
Large-Cap Value Fund - Retirement Class	74.16	%	24,817,335.566
Mid-Cap Growth Fund - Institutional Class	7.08	%	200,697.320
Mid-Cap Growth Fund - Retirement Class	75.67	%	15,469,787.179
Mid-Cap Value Fund - Institutional Class	12.85	%	466,386.620
Mid-Cap Value Fund - Retirement Class	74.80	%	24,014,673.769
Small-Cap Equity Fund - Retirement Class	79.04	%	15,224,058.005
Large-Cap Growth Index Fund - Retirement Class	76.28	%	5,712,959.243
Large-Cap Value Index Fund - Retirement Class	65.00	%	4,231,693.823
Equity Index Fund - Retirement Class	9.59	%	94,418.651
S&P 500 Index Fund - Retirement Class	64.66	%	9,221,726.040
Mid-Cap Growth Index Fund - Retirement Class	63.39	%	1,095,342.094
Mid-Cap Value Index Fund - Retirement Class	61.95	%	2,312,456.383
Mid-Cap Blend Index Fund - Retirement Class	70.04	%	3,387,265.739
Small-Cap Growth Index Fund - Retirement Class	65.34	%	1,759,126.192
Small-Cap Value Index Fund - Retirement Class	70.77	%	3,200,258.681
Small-Cap Blend Index Fund - Retirement Class	75.33	%	2,962,127.729
International Equity Index Fund - Retirement Class	74.38	%	11,612,157.300
Social Choice Equity Fund - Retirement Class	65.64	%	10,012,565.198
Real Estate Securities Fund - Retirement Class	60.54	%	8,494,044.975
Managed Allocation Fund II - Retirement Class	47.17	%	695,282.618
Bond Fund - Retirement Class	18.68	%	217,234.844
Bond Plus Fund II - Retirement Class	12.08	%	107,306.690
Short-Term Bond Fund II - Retirement Class	16.09	%	252,541.280
High-Yield Fund II - Retirement Class	15.03	%	269,686.662
Inflation-Linked Bond Fund - Retirement Class	11.70	%	291,556.218
Money Market Fund - Retirement Class	12.36	%	12,387,374.320

TIAA-CREF Institutional Mutual Funds § Statement of Additional Information  B-27

Fund/Class	Percentage of Holding		Shares
JP Morgan
TIAA-CREF Trust CO IRA Program
3 Metrotech Ctr Fl 6
Brooklyn, NY 11245-0001
Growth & Income Fund - Retirement Class	38.07	%	9,697,736.530
International Equity Fund - Retirement Class	25.92	%	26,485,732.759
Large-Cap Growth Fund - Retirement Class	82.69	%	4,301,044.443
Large-Cap Value Fund - Retirement Class	24.35	%	8,147,385.014
Mid-Cap Growth Fund - Retirement Class	23.40	%	4,783,914.262
Mid-Cap Value Fund - Retirement Class	24.99	%	8,023,749.185
Small-Cap Equity Fund - Retirement Class	20.89	%	4,023,755.932
Large-Cap Growth Index Fund - Retirement Class	22.91	%	1,716,051.504
Large-Cap Value Index Fund - Retirement Class	33.79	%	2,199,539.809
Equity Index Fund - Retirement Class	82.79	%	815,306.224
S&P 500 Index Fund - Retirement Class	34.79	%	4,961,368.230
Mid-Cap Growth Index Fund - Retirement Class	35.38	%	611,389.202
Mid-Cap Value Index Fund - Retirement Class	36.55	%	1,364,531.144
Mid-Cap Blend Index Fund - Retirement Class	29.17	%	1,410,772.003
Small-Cap Growth Index Fund - Retirement Class	33.68	%	906,834.881
Small-Cap Value Index Fund - Retirement Class	28.08	%	1,269,953.378
Small-Cap Blend Index Fund - Retirement Class	24.09	%	947,168.345
International Equity Index Fund - Retirement Class	25.08	%	3,914,844.774
Social Choice Equity Fund - Retirement Class	34.25	%	5,224,191.085
Real Estate Securities Fund - Retirement Class	38.73	%	5,433,880.129
Managed Allocation II Fund - Retirement Class	48.41	%	713,677.209
Bond Fund - Retirement Class	73.66	%	856,583.406
Bond Plus Fund II - Retirement Class	79.04	%	701,904.619
Short-Term Bond Fund II - Retirement Class	77.17	%	1,211,132.457
High-Yield Fund II - Retirement Class	78.42	%	1,406,577.579
Inflation-Linked Bond Fund - Retirement Class	83.35	%	2,077,379.735
Money Market Fund - Retirement Class	87.10	%	87,309,461.880
Pershing
P. O. Box 2052
Jersey City, NJ 07303
Large-Cap Value Fund - Retail Class	7.13	%	514,162.894
Mid-Cap Value Fund - Retail Class	6.00	%	615,195.256
Bond Fund - Retail Class	32.53	%	331,976.481
Short-Term Bond Fund II - Retail Class	5.74	%	582,186.861
Inflation-Linked Bond Fund - Retail Class	7.55	%	498,327.837

Fund/Class	Percentage of Holding		Shares
SEI Private Trust Company
c/o TIAA-CREF
One Freedom Valley Drive
Oaks, PA 19456
Growth & Income Fund - Institutional Class	85.48	%	9,218,360.148
International Equity Fund - Institutional Class	29.70	%	19,732,786.068
Mid-Cap Growth Fund - Institutional Class	11.92	%	338,136.520
Mid-Cap Value Fund - Institutional Class	16.62	%	603,133.560
Small-Cap Equity Fund - Institutional Class	20.38	%	2,744,737.219
Large-Cap Growth Index Fund - Institutional Class	24.37	%	5,039,011.043
Large-Cap Value Index Fund - Institutional Class	27.94	%	6,611,809.482
Equity Index Fund - Institutional Class	12.87	%	9,858,275.721
S&P 500 Index Fund - Institutional Class	30.86	%	17,502,007.278
Mid-Cap Growth Index Fund - Institutional Class	6.13	%	198,380.674
Mid-Cap Value Index Fund - Institutional Class	11.24	%	901,550.453
Mid-Cap Blend Index Fund - Institutional Class	66.78	%	3,992,162.710
Small-Cap Blend Index Fund - Institutional Class	26.39	%	3,221,918.058
International Equity Index Fund - Institutional Class	13.11	%	3,154,294.244
Social Choice Equity Fund - Institutional Class	58.83	%	9,919,038.137
Real Estate Securities Fund - Institutional Class	16.98	%	3,623,567.186
Managed Allocation II Fund - Institutional Class	49.41	%	211,341.803
Bond Fund - Institutional Class	20.52	%	35,122,000.076
Short-Term Bond Fund II - Institutional Class	49.49	%	7,980,265.401
High-Yield Fund II - Institutional Class	46.84	%	11,552,903.532
Tax-Exempt Bond Fund II - Institutional Class	30.27	%	2,295,085.800
Inflation-Linked Bond Fund - Institutional Class	5.70	%	2,447,145.732
TIAA-CREF Connecticut Fund of Funds (529 Plan)
730 Third Avenue
New York, NY 10017-3206
Mid-Cap Growth Fund - Institutional Class	21.17	%	600,426.535
Mid-Cap Value Fund - Institutional Class	16.43	%	596,121.312
Small-Cap Equity Fund - Institutional Class	6.63	%	892,879.899
Equity Index Fund - Institutional Class	29.74	%	22,778,444.497
S&P 500 Index Fund - Institutional Class	10.50	%	5,954,790.872
International Equity Index Fund - Institutional Class	18.26	%	4,391,236.705
Real Estate Securities Fund - Institutional Class	11.76	%	2,508,867.973
Money Market Fund - Institutional Class	23.73	%	58,373,143.130
Georgia Fund of Funds (529 Plan)
730 Third Avenue
New York, NY 10017-3206
Equity Index Fund - Institutional Class	21.24	%	16,265,236.354
S&P 500 Index Fund - Institutional Class	7.07	%	4,006,614.431
Small-Cap Blend Index Fund - Institutional Class	7.63	%	931,364.537
International Equity Index Fund - Institutional Class	9.60	%	2,308,436.329
Real Estate Securities Fund - Institutional Class	11.74	%	2,505,508.752
Bond Fund - Institutional Class	22.87	%	39,156,210.578
Inflation-Linked Bond Fund - Institutional Class	30.44	%	13,063,355.416
Money Market Fund - Institutional Class	6.64	%	16,342,659.920
Herbert M Allison
50 Butler Road
Scarsdale, NY 10583
Small-Cap Equity Fund - Retail Class	6.06	%	278,576.073

B-28  Statement of Additional Information § TIAA-CREF Institutional Mutual Funds

Fund/Class	Percentage of Holding			Shares
Premier Health Plans
40 W 4th Street Suite 2110
Dayton, OH 45402
Small-Cap Value Index Fund - Institutional Class		18.00	%		1,548,330.216
TIAA-CREF Michigan Fund of Funds (529 Plan)
730 Third Avenue
New York, NY 10017-3206
Mid-Cap Growth Fund - Institutional Class		55.26	%		1,567,063.782
Mid-Cap Value Fund - Institutional Class		44.02	%		1,597,632.336
Small-Cap Equity Fund - Institutional Class		18.42	%		2,480,783.377
Large-Cap Growth Index Fund - Institutional Class		45.31	%		9,369,412.888
Large-Cap Value Index Fund - Institutional Class		42.28	%		10,003,624.275
Equity Index Fund - Institutional Class		14.89	%		11,401,754.054
S&P 500 Index Fund - Institutional Class		30.24	%		17,149,765.220
Small-Cap Blend Index Fund - Institutional Class		13.87	%		1,693,229.643
International Equity Fund - Institutional Class		11.41	%		7,581,272.419
International Equity Index Fund - Institutional Class		22.07	%		5,309,552.348
Real Estate Securities Fund - Institutional Class		25.64	%		5,471,263.014
Bond Fund - Institutional Class		23.94	%		40,989,887.821
Inflation-Linked Bond Fund - Institutional Class		30.23	%		12,973,668.012
Money Market Fund - Institutional Class		40.22	%		98,941,872.730
TIAA-CREF Minnesota Fund of Funds (529 Plan)
730 Third Avenue
New York, NY 10017-3206
Large-Cap Growth Index Fund - Institutional Class		22.38	%		4,626,537.904
Large-Cap Value Index Fund - Institutional Class		18.06	%		4,272,994.234
Equity Index Fund - Institutional Class		8.77	%		6,720,528.547
Small-Cap Blend Index Fund - Institutional Class		11.46	%		1,398,898.863
International Equity Fund - Institutional Class		8.69	%		5,773,556.849
Real Estate Securities Fund - Institutional Class		15.82	%		3,374,343.090
Bond Fund - Institutional Class		7.80	%		13,358,857.696
Inflation-Linked Bond Fund - Institutional Class		10.02	%		4,299,447.504
Money Market Fund - Institutional Class		14.04	%		34,529,896.620
TIAA-CREF 529 Plan Fund of Funds
730 Third Avenue
New York, NY 10017-3206
S&P 500 Index Fund - Institutional Class		5.69	%		3,227,194.361
Mac & Co.
Mutual Funds Operations
525 William Penn Place
Pittsburgh, PA 15230-3198
Mid-Cap Value Index Fund - Institutional Class		39.38	%		3,158,914.282
National Financial Services LLC
For the Exclusive Benefit of Our Customers
PO Box 770001
Cincinnati, OH 45277-0033
Growth & Income Fund - Institutional Class		9.61	%		1,036,459.967
Mid-Cap Growth Fund - Retail Class		5.66	%		264,077.613
Mid-Cap Value Fund - Retail Class		13.41	%		1,376,169.867
Social Choice Equity Fund - Retail Class		10.48	%		1,694,890.463
Social Choice Equity Fund - Institutional Class		5.98	%		1,008,398.659
Short-Term Bond Fund II - Retail Class		6.01	%		608,759.842
High-Yield Fund II - Retail Class		6.44	%		784,959.584

Fund/Class	Percentage of Holding			Shares
Charles Schwab & Co
101 Montgomery St.
San Francisco, CA 94104-4122
Equity Index Fund - Retail Class		8.45	%		3,265,039.342
Social Choice Equity Fund - Retail Class		17.68	%		2,859,777.586
Social Choice Equity Fund - Institutional Class		14.31	%		2,413,461.788
High-Yield Fund II - Retail Class		15.35	%		1,870,067.563
ING National Trust
151 Farmington Ave
Hartfort, CT 06156-0001
Equity Index Fund - Institutional Class		8.92	%		6,832,775.176
Mid-Cap Blend Index Fund - Institutional Class		12.09	%		722,842.784
Small-Cap Blend Index Fund - Institutional Class		11.19	%		1,365,808.723
International Equity Index Fund - Institutional Class		24.37	%		5,861,785.750
Counsel Trust Company FBO
Etnyre International LTD
Profit Sharing and Retirement Savings
1251 Waterfront Pl Ste 525
Pittsburgh, PA 15222-4288
Mid-Cap Growth Index Fund - Institutional Class		7.30	%		236,320.057
TIAA-CREF
Individual & Institutional Services
Exclusive Benefit of Customers
730 Third Avenue
New York, NY 10017-3206
Mid-Cap Growth Fund - Institutional Class		7.08	%		200,697.320
Mid-Cap Value Fund - Institutional Class		12.85	%		466,386.620
TIAA-CREF Lifecycle 2010 Fund
730 Third Avenue
New York, NY 10017-3206
Growth Equity Fund - Institutional Class		14.67	%		6,907,474.547
Large-Cap Value Fund - Institutional Class		10.43	%		3,766,960.206
Small-Cap Equity Fund - Institutional Class		5.80	%		780,849.951
Short-Term Bond Fund II - Institutional Class		10.98	%		1,769,729.370
Inflation-Linked Bond Fund - Institutional Class		6.37	%		2,734,446.525
TIAA-CREF Lifecycle 2015 Fund
730 Third Avenue
New York, NY 10017-3206
Growth Equity Fund - Institutional Class		13.65	%		6,426,784.689
Large-Cap Value Fund - Institutional Class		9.60	%		3,468,365.662
Small-Cap Equity Fund - Institutional Class		5.21	%		701,796.745
TIAA-CREF Lifecycle 2020 Fund
730 Third Avenue
New York, NY 10017-3206
Growth Equity Fund - Institutional Class		13.07	%		6,152,944.642
Large-Cap Value Fund - Institutional Class		9.38	%		3,390,716.915
Small-Cap Equity Fund - Institutional Class		5.15	%		693,356.992
TIAA-CREF Lifecycle 2025 Fund
730 Third Avenue
New York, NY 10017-3206
Growth Equity Fund - Institutional Class		12.74	%		5,998,603.245
Large-Cap Value Fund - Institutional Class		9.01	%		3,253,971.801

TIAA-CREF Institutional Mutual Funds § Statement of Additional InformationB-29

Fund/Class	Percentage of Holding			Shares
TIAA-CREF Lifecycle 2030 Fund
730 Third Avenue
New York, NY 10017-3206
Growth Equity Fund - Institutional Class		12.68	%		5,970,177.364
Large-Cap Value Fund - Institutional Class		8.97	%		3,240,329.289
Small-Cap Equity Fund - Institutional Class		5.01	%		675,222.942
TIAA-CREF Lifecycle 2035 Fund
730 Third Avenue
New York, NY 10017-3206
Growth Equity Fund - Institutional Class		10.66	%		5,021,969.161
Large-Cap Value Fund - Institutional Class		7.56	%		2,731,646.450
TIAA-CREF Lifecycle 2040 Fund
730 Third Avenue
New York, NY 10017-3206
Growth Equity Fund - Institutional Class		15.22	%		7,166,329.026
Large-Cap Value Fund - Institutional Class		10.79	%		3,899,144.226
Small-Cap Equity Fund - Institutional Class		5.85	%		787,886.038
International Equity Fund - Institutional Class		5.02	%		3,338,450.863

          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 December 31, 2007.

          Any person owning more than 25% of each Fund’s shares may be considered a “controlling person” of that Fund. A controlling person’s vote could have a more significant effect on matters presented to shareholders for approval than the vote of other Fund shareholders.

UNDERWRITER

          Teachers Personal Investors Services, Inc. (“TPIS”), 730 Third Avenue, New York, NY 10017-3206, is considered the “principal underwriter” for the Trust. TIAA holds all of the shares of Enterprises (defined below), which in turn holds all the shares of Advisors and of TPIS. 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 approval 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 to the Funds.

INVESTMENT ADVISORY AND
OTHER SERVICES

INVESTMENT ADVISORY SERVICES

          As explained in the Prospectus, 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 Investment Committee of the Board of Trustees. Advisors will perform all research, make recommendations and place orders for the purchase and sale of securities. Advisors also provides or oversees the provision of portfolio accounting, custodial, and related services for the assets of the Funds.

          TIAA, an insurance company, holds all of the shares of TIAA-CREF Enterprises, Inc. (“Enterprises”), which in turn holds all of the shares of Advisors and of TPIS, the principal underwriter for the Trust. TIAA also holds all the shares of TIAA-CREF Individual & Institutional Services, LLC (“Services”) and TIAA-CREF Investment Management, LLC (“Investment Management”). Services acts as the principal underwriter, and Investment Management provides investment advisory services, to CREF, a companion organization to TIAA. All of the foregoing are affiliates of the Trust and Advisors.

          As noted in the Prospectus, Advisors manages the assets of the Funds pursuant to two different investment management agreements. The Growth Equity Fund, as discussed in the Prospectus, remains subject to its original investment management agreement with Advisors (the “Original Management Agreement”). The rest of the Funds are subject to a newer investment management agreement that was approved by shareholders of every Fund except the Growth Equity Fund (the “New Management Agreement”). The New Management Agreement restructures the pricing and services of the subject Funds, which includes an increase in fee rates for actively-managed Funds. Under both Management Agreements, investment management fees are calculated daily and paid monthly to Advisors from the Funds.

          Furthermore, Advisors has contractually agreed to reimburse the Funds for total expenses of the Funds that exceed certain amounts as stated in the Prospectus, through April 30, 2009 for the Enhanced Index Funds, April 30, 2010 for all other Funds managed to an index and January 31, 2008 for all other Funds. For the Funds’ fiscal years ended September 30, 2007, 2006 and 2005, the table below reflects (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-30   Statement of Additional Information § TIAA-CREF Institutional Mutual Funds

	Gross						Waived						Net
	Fiscal year ended Sept. 2007		Fiscal year ended Sept. 2006		Fiscal year ended Sept. 2005		Fiscal year ended Sept. 2007		Fiscal year ended Sept. 2006		Fiscal year ended Sept. 2005		Fiscal year ended Sept. 2007		Fiscal year ended Sept. 2006		Fiscal year ended Sept. 2005
Growth Equity Fund	$	152,280	$	94,613	$	82,139		—		—		—	$	152,280	$	94,613	$	82,139
Growth & Income Fund	$	2,234,588	$	581,033	$	346,133	$	1,837,327	$	435,703		—	$	397,261	$	145,330	$	346,133
International Equity Fund	$	8,450,484	$	3,908,919	$	682,580		—		—		—	$	8,450,484	$	3,908,919	$	682,580
Large-Cap Growth Fund	$	1,216,436	$	28,496		—	$	1,000,182	$	23,430		—	$	216,254	$	5,066		—
Large-Cap Value Fund	$	3,793,790	$	2,032,199	$	337,031		—		—		—	$	3,793,790	$	2,032,199	$	337,031
Mid-Cap Growth Fund	$	1,536,221	$	971,318	$	132,541		—		—		—	$	1,536,221	$	971,318	$	132,541
Mid-Cap Value Fund	$	3,319,666	$	1,532,547	$	216,192		—		—		—	$	3,319,666	$	1,532,547	$	216,192
Small-Cap Equity Fund	$	2,301,040	$	1,420,039	$	240,947		—		—		—	$	2,301,040	$	1,420,039	$	240,947
Large-Cap Growth Index Fund	$	138,120	$	222,559	$	115,969		—		—		—	$	138,120	$	222,559	$	115,969
Large-Cap Value Index Fund	$	173,742	$	201,045	$	121,947		—		—		—	$	173,742	$	201,045	$	121,947
Equity Index Fund	$	385,070	$	250,928	$	275,666		—		—		—	$	385,070	$	250,928	$	275,666
S&P 500 Index Fund	$	418,386	$	305,486	$	168,470		—		—		—	$	418,386	$	305,486	$	168,470
Mid-Cap Growth Index Fund	$	24,456	$	15,006	$	10,826		—		—		—	$	24,456	$	15,006	$	10,826
Mid-Cap Value Index Fund	$	58,763	$	23,920	$	16,940		—		—		—	$	58,763	$	23,920	$	16,940
Mid-Cap Blend Index Fund	$	63,029	$	35,213	$	24,080		—		—		—	$	63,029	$	35,213	$	24,080
Small-Cap Growth Index Fund	$	46,910	$	37,330	$	28,870		—		—		—	$	46,910	$	37,330	$	28,870
Small-Cap Value Index Fund	$	58,109	$	34,049	$	27,638		—		—		—	$	58,109	$	34,049	$	27,638
Small-Cap Blend Index Fund	$	84,294	$	73,785	$	58,113		—		—		—	$	84,294	$	73,785	$	58,113
International Equity Index Fund	$	252,384	$	133,992	$	54,339		—		—		—	$	252,384	$	133,992	$	54,339
Social Choice Equity Fund	$	508,162	$	223,269	$	56,576		—		—		—	$	508,162	$	223,269	$	56,576
Real Estate Securities Fund	$	3,541,961	$	2,030,304	$	421,529		—		—		—	$	3,541,961	$	2,030,304	$	421,529
Managed Allocation Fund II		—		—		—		—		—		—		—		—		—
Bond Fund	$	4,411,620	$	3,600,946	$	954,064		—		—		—	$	4,411,620	$	3,600,946	$	954,064
Bond Plus Fund II	$	864,662	$	83,169		—		—		—		—	$	864,662	$	83,169		—
Short-Term Bond Fund II	$	398,961	$	71,324		—		—		—		—	$	398,961	$	71,324		—
High-Yield Fund II	$	730,277	$	93,229		—		—		—		—	$	730,277	$	93,229		—
Tax-Exempt Bond Fund II	$	436,344	$	78,279		—		—		—		—	$	436,344	$	78,279		—
Inflation-Linked Bond Fund	$	1,424,501	$	964,434	$	400,211		—		—		—	$	1,424,501	$	964,434	$	400,211
Money Market Fund	$	806,773	$	227,744	$	75,726		—		—		—	$	806,773	$	227,744	$	75,726

SERVICE AGREEMENTS

          Those Funds that offer Retirement Class Shares (as described in the Prospectus) have entered into a service agreement with Advisors for the provision of certain administrative services related to the offering of this class of shares on retirement plan and other platforms (the “Retirement Class Service Agreement”).

          The service fees are equal to 0.25% of average daily net assets attributable to Retirement Class Shares.

          The Trust has entered into a Service Agreement (“Prior Service Agreement”) with Advisors, whereby Advisors agreed to provide or arrange for the provision of a variety of services for the ordinary operation of the TIAA-CREF Institutional Mutual Funds, including, but not limited to, transfer agency, accounting and administrative services. The Prior Service Agreement was effectively terminated for all Funds that approved the New Management Agreement with Advisors (as described in the Prospectus) on February 1, 2006. However, the Prior Service Agreement remains in effect for Growth Equity Fund.

          Both Service Agreements will continue in effect from year to year so long as such continuances are specifically approved for a Fund at least annually by the Board of Trustees, or by the vote of a majority of the outstanding votes attributable to the shares of such Fund. Both Service Agreements provide that they may be terminated, without penalty, by the Board of Trustees or by Advisors (or by a majority of a Fund’s outstanding voting securities in the case of the Prior Service Agreement), in each case on sixty (60) days’ written notice to the other party. Each Service Agreement may also be amended as to any Fund by the parties only if such amendment is specifically approved by the Board of Trustees.

          Specific transfer agency services include: (1) receiving orders for the purchase of Fund shares, issuing shares upon receipt of such orders, and recording the issuance of shares; (2) receiving redemption requests; (3) effecting transfers of shares; (4) preparing and transmitting payments for dividends and distributions; (5) maintaining records for shareholder accounts; (6) maintaining shareholder relations, including preparing necessary reports and other information and services; (7) performing shareholder services funded by any shareholder service plan; and (8) performing any other customary services of a transfer agent or dividend-disbursing agent for a registered investment company.

          Specific accounting services include: (1) monitoring expenses and preparation and updating expense budgets; (2) preparing and filing Form N-SAR; (3) preparing financial information for meetings of the Board of Trustees; (4) calculating the net asset value of each Fund and the net asset value per share of each class of shares; (5) calculating total return and other statistical information; (6) calculating dividend amounts available for distribution and notifying transfer agent of authorized dividend rates; (7) preparing financial statements; (8) monitoring portfolio activity; (9) determining the allocation of invoices among Funds and authorizing payment of expenses; (10) maintaining accounting records for each Fund and making appropriate representations in conjunction with audits; (11) preparing federal, state and local tax returns and reports; (12) coordinating review and approval of dividends by management and auditors and portfolio listings to be included in financial statements; and (13) performing any other customary accounting services for a registered investment company.

          Specific administrative services include: (1) preparing materials and minutes for meetings of Board of Trustees, including assistance in presentations to Board of Trustees; (2) providing regulatory compliance advice to the distributor and the Funds regarding sales literature and marketing plans; (3) monitoring

TIAA-CREF Institutional Mutual Funds § Statement of Additional InformationB-31

portfolio activity; (4) preparing responses to performance questionnaires; (5) preparing semi-annual and annual shareholder reports, and coordinating auditor and management review; (6) filing notices with state securities regulators regarding sales of Fund shares; (7) developing and implementing procedures to monitor and test compliance with regulatory requirements and with Fund investment objective, policies and restrictions; (8) approving dividend rates, distributions, and tax positions; (9) coordinating activities of other service providers; (10) coordinating, preparing, filing and printing of registration statements for the Trust; (11) preparing management letters and coordinating production of Management’s Discussion of Fund Performance with respect to the preparation and printing of shareholder reports; (12) reviewing tax returns; (13) creating and maintaining business records; and (14) performing any other customary administrative services for a registered investment company.

          For the services rendered, the facilities furnished and expenses assumed by Advisors, the Fund pays Advisors at the end of each calendar month a fee for each Fund calculated as a percentage of the daily net assets of the Fund. The annual rates under the Prior Service Agreement and Retirement Service Agreement, as well as the fees paid under the Service Agreement for the fiscal years ended September 30, 2007, 2006 and 2005 are set forth in the table below:

				Service Fees for fiscal year ended September 30,
	Current Service
Name of Fund	Fee Rate			2007		2006		2005
Growth Equity Fund
Institutional Class		*		$	—	$	16,561	$	41,070
Growth & Income Fund
Retirement Class		0.25	%	$	308,916	$	200,934	$	160,765
Institutional Class		*			—	$	16,967	$	154,153
Retail Class		*			—		—		—
International Equity Fund
Retirement Class		0.25	%	$	2,163,946	$	1,010,814	$	531,918
Institutional Class		*			—	$	67,154	$	180,589
Retail Class		*			—		—		—
Large-Cap Growth Fund
Retirement Class		0.25	%	$	16,527	$	1,188		—
Institutional Class		*			—		—		—
Retail Class		*			—		—		—
Large-Cap Value Fund
Retirement Class		0.25	%	$	981,135	$	529,501	$	428,744
Institutional Class		*			—	$	30,850	$	53,058
Retail Class		*			—	$	193,269	$	536,385
Mid-Cap Growth Fund
Retirement Class		0.25	%	$	512,225	$	475,436	$	337,428
Institutional Class		*			—	$	2,905	$	4,897
Retail Class		*			—	$	74,325	$	178,827
Mid-Cap Value Fund
Retirement Class		0.25	%	$	1,208,243	$	807,640	$	623,491
Institutional Class		*			—	$	3,509	$	6,932
Retail Class		*			—	$	112,335	$	229,442
Small-Cap Equity Fund
Retirement Class		0.25	%	$	641,387	$	561,388	$	511,653
Institutional Class		*			—	$	16,142	$	33,477
Retail Class		*			—	$	46,175	$	127,306
Large-Cap Growth Index Fund
Retirement Class		0.25	%	$	155,596	$	86,461	$	69,205
Institutional Class		*			—	$	32,962	$	53,908
Large-Cap Value Index Fund
Retirement Class		0.25	%	$	196,291	$	25,865	$	1,506
Institutional Class		*			—	$	30,722	$	60,880

* These classes of the Funds are not currently subject to any service agreement.

				Service Fees for fiscal year ended September 30,
	Current Service
Name of Fund	Fee Rate			2007		2006		2005
Equity Index Fund
Retirement Class		0.25	%	$	13,264	$	1,588		—
Institutional Class		*			—	$	40,939	$	137,820
Retail Class		*			—		—		—
S&P 500 Index Fund
Retirement Class		0.25	%	$	486,652	$	326,901	$	265,035
Institutional Class		*			—	$	38,093	$	68,638
Mid-Cap Growth Index Fund
Retirement Class		0.25	%	$	45,612	$	13,536	$	1,333
Institutional Class		*			—	$	2,037	$	5,334
Mid-Cap Value Index Fund
Retirement Class		0.25	%	$	119,810	$	21,589	$	849
Institutional Class		*			—	$	3,228	$	8,419
Mid-Cap Blend Index Fund
Retirement Class		0.25	%	$	148,480	$	46,717	$	11,822
Institutional Class		*			—	$	4,429	$	11,344
Small-Cap Growth Index Fund
Retirement Class		0.25	%	$	62,961	$	32,783	$	2,521
Institutional Class		*			—	$	5,223	$	14,285
Small-Cap Value Index Fund
Retirement Class		0.25	%	$	125,645	$	25,356	$	3,608
Institutional Class		*			—	$	4,817	$	13,606
Small-Cap Blend Index Fund
Retirement Class		0.25	%	$	108,099	$	26,328	$	1,292
Institutional Class		*			—	$	10,851	$	28,978
International Equity Index Fund
Retirement Class		0.25	%	$	477,478	$	74,626	$	2,944
Institutional Class		*			—	$	25,841	$	40,494
Social Choice Equity Fund
Retirement Class		0.25	%	$	270,604	$	179,514	$	133,822
Institutional Class		*			—	$	8,010	$	20,414
Retail Class		*			—		—		—
Real Estate Securities Fund
Retirement Class		0.25	%	$	645,344	$	420,500	$	420,519
Institutional Class		*			—	$	32,207	$	81,135
Retail Class		*			—	$	171,428	$	468,077
Managed Allocation Fund II
Retirement Class		0.25	%	$	27,152	$	4,962		—
Institutional Class		*			—		—		—
Retail Class		*			—		—		—
Bond Fund
Retirement Class		0.25	%	$	10,911	$	847		—
Institutional Class		*			—	$	201,944	$	477,032
Retail Class		*			—		—		—
Bond Plus Fund II
Retirement Class		0.25	%	$	14,180	$	1,449		—
Institutional Class		*			—		—		—
Retail Class		*			—		—		—
Short-Term Bond Fund II
Retirement Class		0.25	%	$	17,795	$	1,565		—
Institutional Class		*			—		—		—
Retail Class		*			—		—		—
High Yield Fund II
Retirement Class		0.25	%	$	24,208	$	1,325		—
Institutional Class		*			—		—		—
Retail Class		*			—		—		—
Tax-Exempt Bond Fund II
Institutional Class		*			—		—		—
Retail Class		*			—		—		—
Inflation-Linked Bond Fund
Retirement Class		0.25	%	$	27,875	$	2,010		—
Institutional Class		*			—	$	34,374	$	112,088
Retail Class		*			—	$	42,073	$	127,877
Money Market Fund
Retirement Class		0.25	%	$	161,392	$	19,085		—
Institutional Class		*			—	$	20,752	$	56,794
Retail Class		*			—		—		—

* These classes of the Funds are not currently subject to any service agreement.

B-32  Statement of Additional Information § TIAA-CREF Institutional Mutual 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 Trust and Funds.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

          PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017, serves as the independent registered public accounting firm of the Trust and audited the Funds’ financial statements for the fiscal year ended September 30, 2007. PricewaterhouseCoopers LLP has not yet audited the financial statements of the Enhanced Index Funds because such Funds have not yet completed a full year of operations.

PERSONAL TRADING POLICY

          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.

INFORMATION ABOUT THE FUNDS’ PORTFOLIO
MANAGEMENT TEAMS

STRUCTURE OF COMPENSATION FOR PORTFOLIO MANAGERS

          Equity portfolio management team members 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 management team members 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.

          For both fixed-income and equity portfolio managers, long-term compensation awards are divided into two components —50% is awarded as units under the TIAA-CREF Long-Term Performance Plan, and 50% is invested in shares of the Fund or Funds managed by the individual(s).

          Investment performance is calculated, where records are available, over four years, each ending December 31. For each year, the gross excess return (on a before-tax basis) of a portfolio manager’s mandate(s) is calculated versus each mandate’s assigned benchmark. Please see the Funds’ prospectuses for more information regarding their benchmark indices. This investment performance is averaged using a 40% weight for the most recent year, 30% for the second year, 20% for the third year and 10% for the fourth year. Utilizing the three variables discussed above, 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.

TIAA-CREF Institutional Mutual Funds § Statement of Additional Information  B-33

ADDITIONAL INFORMATION REGARDING PORTFOLIO MANAGERS

          The following chart includes information relating to the portfolio management team members 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 Funds they manage, as of September 30, 2007.

	Number of Other Accounts Managed		Total Assets In Accounts Managed (millions)
Name of Portfolio Manager	Registered Investment Companies	Other Pooled Investment Vehicles	Registered Investment Companies	Other Pooled Investment Vehicles	Dollar Range of Equity Securities Owned in Fund
Growth Equity Fund
Susan Hirsch	4	1	$15,004	$0	$0
Andrea Mitroff	4	0	$154,859	$0	$0
Growth & Income Fund
Susan Kempler	1	0	$1,024	$0	$10,001 - $50,000
William Riegal, CFA	2	1	$141,325	$120	$0
International Equity Fund
Shigemi (Amy) Hatta	1	1	$2,697	$97	$10,001 - $50,000
Christopher F. Semenuk	1	1	$2,697	$97	$100,001 - $500,000
Large-Cap Growth Fund
Susan Hirsch	4	1	$15,004	$0	$0
Andrea Mitroff	4	0	$154,859	$0	$0
Large-Cap Value Fund
Richard Cutler	2	2	$2,037	$66	$10,001 - $50,000
Athanasios (Tom) Kolefas, CFA	3	2	$19,663	$66	$0
Mid-Cap Growth Fund
George (Ted) Scalise, CFA	0	1	$446	$0	$0
Susan Hirsch	4	1	$15,004	$0	$0
Mid-Cap Value Fund
Richard Cutler	2	2	$2,037	$66	$100,001 - $500,000
Athanasios (Tom) Kolefas, CFA	3	2	$19,663	$66	$10,001 - $50,000
Small-Cap Equity Fund
Michael S. Shing, CFA	1	0	$572	$0	$100,001 - $500,000
Adam Cao	0	0	$0	$0	$0
Large-Cap Growth Index Fund
Philip James (Jim) Campagna, CFA	16	0	$28,211	$0	$0
Anne Sapp, CFA	16	0	$28,211	$0	$0
Large-Cap Value Index Fund
Philip James (Jim) Campagna, CFA	16	0	$28,211	$0	$0
Anne Sapp, CFA	16	0	$28,211	$0	$0
Equity Index Fund
Philip James (Jim) Campagna, CFA	16	0	$28,211	$0	$0
Anne Sapp, CFA	16	0	$28,211	$0	$0
S&P 500 Index Fund
Philip James (Jim) Campagna, CFA	16	0	$28,211	$0	$10,001 - $50,000
Anne Sapp, CFA	16	0	$28,211	$0	$1 - $10,000
Mid-Cap Growth Index Fund
Philip James (Jim) Campagna, CFA	16	0	$28,211	$0	$0
Anne Sapp, CFA	16	0	$28,211	$0	$0
Mid-Cap Value Index Fund
Philip James (Jim) Campagna, CFA	16	0	$28,211	$0	$0
Anne Sapp, CFA	16	0	$28,211	$0	$0
Mid-Cap Blend Index Fund
Philip James (Jim) Campagna, CFA	16	0	$28,211	$0	$0
Anne Sapp, CFA	16	0	$28,211	$0	$0
Small-Cap Growth Index Fund
Philip James (Jim) Campagna, CFA	16	0	$28,211	$0	$0
Anne Sapp, CFA	16	0	$28,211	$0	$0

B-34  Statement of Additional Information § TIAA-CREF Institutional Mutual Funds

	Number of Other Accounts Managed		Total Assets In Accounts Managed (millions)
Name of Portfolio Manager	Registered Investment Companies	Other Pooled Investment Vehicles	Registered Investment Companies	Other Pooled Investment Vehicles	Dollar Range of Equity Securities Owned in Fund
Small-Cap Value Index Fund
Philip James (Jim) Campagna, CFA	16	0	$28,211	$0	$0
Anne Sapp, CFA	16	0	$28,211	$0	$0
Small-Cap Blend Index Fund
Philip James (Jim) Campagna, CFA	16	0	$28,211	$0	$0
Anne Sapp, CFA	16	0	$28,211	$0	$0
International Equity Index Fund
Philip James (Jim) Campagna, CFA	16	0	$28,211	$0	$0
Anne Sapp, CFA	16	0	$28,211	$0	$0
Enhanced International Equity Index Fund
Jacob Pozharny	0	1	$0	$30	$0
Steven Rossiello, CFA	0	1	$0	$30	$0
Enhanced Large-Cap Growth Index Fund
Ruxiang (Michael) Qian	0	2	$0	$35	$0
Kelvin Zhang	0	2	$0	$35	$0
Enhanced Large-Cap Value Index Fund
Michael S. Shing, CFA	2	0	$572	$0	$100,001 - $500,000
Social Choice Equity Fund
Philip James (Jim) Campagna, CFA	16	0	$28,211	$0	$0
Anne Sapp, CFA	16	0	$28,211	$0	$10,001 - $50,000
Real Estate Securities Fund
David Copp	1	1	$706	$0	$10,001 - $50,000
Thomas M. Franks, CFA	3	2	$158,632	$0	$10,001 -$50,000
Brendan Lee	1	1	$706	$0	$1 - $10,000
Managed Allocation Fund II
John M. Cunniff, CFA	7	0	$1,157	$0	$1 - $10,000
Hans L. Erickson, CFA	8	0	$142,100	$0	$100,001 - $500,000
Pablo Mitchell	7	0	$1,157	$0	$1 - $10,000
Bond Fund
John M. Cerra	4	2	$9,791	$119	$0
Richard W. Cheng	4	1	$9,791	$0	$0
Stephen Liberatore, CFA	5	1	$19,093	$0	$0
Steven Raab, CFA	4	1	$9,791	$0	$0
Bond Plus Fund II
John M. Cerra	4	2	$9,791	$119	$0
Richard W. Cheng	4	1	$9,791	$0	$0
Stephen Liberatore, CFA	5	1	$19,093	$0	$0
Steven Raab, CFA	4	1	$9,791	$0	$0
Short-Term Bond Fund II
John M. Cerra	4	2	$9,791	$119	$0
Richard W. Cheng	4	1	$9,791	$0	$0
Stephen Liberatore, CFA	5	1	$19,093	$0	$0
Steven Raab, CFA	4	1	$9,791	$0	$0
High-Yield Fund II
Michael J. Ainge, CFA	0	0	$388	$0	$1 - $10,000
Jean C. Lin, CFA	0	0	$388	$0	$1 - $10,000
Kevin R. Lorenz, CFA	0	1	$388	$118	$1 - $10,000
John G. Morriss	0	0	$388	$0	$1 - $10,000
Cynthia P. Bush, CFA	0	0	$388	$0	$0
Tax-Exempt Bond Fund II
Peter Scola	0	0	$255	$0	$0
Inflation-Linked Bond Fund
Steven I. Traum	1	0	$4,690	$0	$0
Money Market Fund
Michael F. Ferraro, CFA	2	0	$12,947	$0	$0

TIAA-CREF Institutional Mutual Funds § Statement of Additional Information  B-35

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 Fund’s performance. In the case of a short sale, the selling account would benefit from any decrease in price.

          Allocation of Investment Opportunities. Even where accounts have similar investment mandates as a Fund, Advisors may determine that investment opportunities, strategies or particular purchases or sales are appropriate for one or more other client or proprietary accounts, but not for the Fund, or are appropriate for the Fund but in different amounts, terms or timing than is appropriate for other client or proprietary accounts. As a result, the amount, terms or timing of an investment by a Fund may differ from, and performance may be lower than, investments and performance of other client or proprietary accounts.

          Aggregation and Allocation of Orders. Advisors may aggregate orders of the Funds and its other accounts (including proprietary accounts), and orders of client accounts managed by Investment Management, in each case consistent with advisors’ policy to seek best execution for all orders. Although aggregating orders is a common means of reducing transaction costs for participating accounts, Advisors may be perceived as causing one client account, such as a Fund, to participate in an aggregated transaction in order to increase Advisors’ overall allocation of securities in that transaction or future transactions. Allocations of aggregated trades may also be perceived as creating an incentive for Advisors to disproportionately allocate securities expected to increase in value to certain client or proprietary accounts, at the expense of a Fund. In addition, a Fund may bear the risk of potentially higher transaction costs if aggregated trades are only partially filled or if orders are not aggregated at all.

          Advisors has adopted procedures designed to mitigate the foregoing conflicts of interest by treating each account, including the Funds, fairly and equitably over time in the allocation of investment opportunities and the aggregation and allocation of orders. The procedures also are designed to mitigate conflicts in potentially inconsistent trading and provide guidelines for trading priority. Moreover, Advisors’ trading activities are subject to supervisory review and compliance monitoring to help address and mitigate conflicts of interest and ensure that accounts are being treated fairly and equitably over time.

          For example, in allocating investment opportunities, a portfolio manager considers an account’s or fund’s investment objectives, investment restrictions, cash position, need for liquidity, sector concentration and other objective criteria. In addition, orders for the same single security are generally aggregated with other orders for the same single security received at the same time. If aggregated orders are fully executed, each participating account is allocated its pro rata share on an average price and trading cost basis. In the event the order is only partially filled, each participating account receives a pro rata share. Portfolio managers are also subject to restrictions on potentially inconsistent trading of single securities, although a portfolio manager may sell a single security short if the security is included in an account’s benchmark and the portfolio manager is underweight in that security relative to the account’s benchmark. Moreover, the procedures set forth guidelines for trading priority with long sales of single securities generally having priority over short sales of the same or closely related securities.

          Advisors’ procedures also address basket trades (trades in a wide variety of securities—on average approximately 100 different issuers) used in quantitative strategies. However, basket trades are generally not aggregated or subject to the same types of restrictions on potentially inconsistent trading as single security trades because basket trades are tailored to a particular index or model portfolio based on the risk profile of a particular account pursuing a particular quantitative strategy. In addition, basket trades are not subject to the same trading priority guidelines as single security trades because an automated and systematic process is used to implement trades.

          Research. Advisors allocates brokerage commissions to brokers who provide execution and research services for the Funds and some or all of Advisors’ other clients. Such research services may not always be utilized in connection with the Funds or other client accounts that may have provided the commission or a portion of the commission paid to the broker providing the services. Advisors is authorized to pay, on behalf of the Funds, higher brokerage fees than another broker might have changed in recognition of the value of brokerage or research services provided by the broker. Advisors has adopted procedures with respect to these so-called “soft dollar” arrangements, including the use of brokerage commissions to pay for in-house and nonproprietary research, the process for allocating brokerage, and Advisors’ practices regarding the use of third-party soft dollars.

          IPO allocation. Advisors has adopted procedures to ensure that it allocates initial public offerings to the Funds and Advisors’ other clients in a fair and equitable manner, consistent with its fiduciary obligations to its clients.

          Compensation. The compensation paid to Advisors for managing the Funds, as well as certain other clients, is based on a percentage of assets under management, whereas the compensation paid to Advisors for managing certain other clients is based on cost. However, no client currently pays Advisors a performance-based fee. Nevertheless, Advisors may be perceived as having an incentive to allocate securities that are expected to increase in value to accounts in which Advisors has a proprietary interest or to certain other accounts in which Advisors receives a larger asset-based fee.

B-36   Statement of Additional Information § TIAA-CREF Institutional Mutual Funds

ABOUT THE TRUST AND THE SHARES

          The Trust was organized as a Delaware statutory trust on April 15, 1999. A copy of the Trust’s Certificate of Trust, dated April 15, 1999, as amended, is on file with the Office of the Secretary of State of the State of Delaware. As a Delaware statutory trust, the Trust’s operations are governed by its Declaration of Trust. Upon the initial purchase of shares of beneficial interest in the Funds, each shareholder agrees to be bound by the Declaration of Trust, as amended from time to time.

CLASS STRUCTURE

The Trust offers three classes of shares (Retirement Class, Institutional Class and Retail Class), which have the distribution and service fee arrangements describe below. Each Fund may not offer all classes of shares.

          Retirement Class Shares. Retirement 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 sections 401(a) (including 401(k) and Keogh plans), 403(b)(7) and 457 of the Code. Retirement Class shares also may be offered through custody accounts established by individuals as IRAs pursuant to section 408 of the Code. Additionally, Retirement Class shares may be offered by 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.

          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 offered 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.

          Retail Class Shares. Retail Class shares of the Funds are offered to many different types of investors, but are particularly aimed at individual investors. Minimum initial and subsequent investment requirements will apply to certain Retail Class investors, as well as a small account maintenance fee to be implemented in October 2008. Retail Class shares are subject to a distribution (12b-l) plan pursuant to which they may reimburse TPIS for its expenses associated with distributing and promoting Retail Class shares.

DISTRIBUTION (12b-1) PLAN

          The Board of Trustees has adopted a Distribution Plan with respect to Retail Class shares offered by the Funds (the “Distribution Plan”) pursuant to Rule 12b-l under the 1940 Act, which became effective February 1, 2006. Under the Distribution Plan, each Fund reimburses TPIS for all or part of certain expenses that TPIS incurs in connection with the promotion and distribution of Retail Class shares. The expenses for which a Fund may reimburse TPIS under the Distribution Plan include, but are not limited to, compensation of dealers and other for the expenses of their various activities primarily intended to promote the sale of Retail Class shares. Reimbursements by a Fund under the Distribution Plan are calculated daily and paid monthly up to a rate or rates approved from time to time by the Board, provided that no rate may exceed the annual rate of 0.25% of the average daily net assets of the Retail Class of the Fund. Please note, however, that TPIS has contractually agreed not to seek any reimbursement under the Distribution Plan until January 31, 2009. Therefore, no 12b-l fees were paid by the Funds pursuant to the Distribution Plan in fiscal year 2007.

          The Distribution Plan has 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 the Distribution Plan (the “Independent Trustees”), by votes cast in person at a meeting called for the purpose of voting on such Distribution Plan. In adopting the Distribution Plan, the trustees concluded that the Distribution Plan would benefit the Retail Class shareholders of each Fund.

          One of the potential benefits of the Distribution Plan is that payments to TPIS (and from TPIS to other intermediaries) could lead to increased sales and reduced redemptions, eventually enabling a Fund to achieve economies of scale and lower per share operating expenses. Any reduction in such expenses would serve to offset, at least in part, the additional expenses incurred by a Fund in connection with the Distribution Plan. 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 Plan, at least quarterly, TPIS provides the Funds with a written report of the amounts expended under the Plan and the purpose for which these expenditures were made. The trustees review these reports on a quarterly basis to determine their continued appropriateness.

          The 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. The 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 of that Fund. The 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 Fund’s Retail Class

TIAA-CREF Institutional Mutual Funds § Statement of Additional Information   B-37

shares. In addition, the Distribution Plan provides that no material amendment to the Plan will, in any event, be effective unless it is approved by a majority of both the trustees and the Independent Trustees. The Retail Class shareholders of each Fund have exclusive voting rights with respect to the application of the Distribution Plan to that Fund.

INDEMNIFICATION OF SHAREHOLDERS

          Generally, Delaware statutory trust shareholders are not personally liable for obligations of the Delaware statutory trust under Delaware law. The Delaware Statutory Trust Act (“DSTA”) provides that a shareholder of a Delaware statutory trust shall be entitled to the same limitation of liability extended to shareholders of private for-profit corporations. The Declaration of Trust expressly provides that the Trust has been organized under the DSTA and that the Declaration of Trust is to be governed by and interpreted in accordance with Delaware law. It is nevertheless possible that a Delaware statutory trust, such as the Trust, might become a party to an action in another state whose courts refuse to apply Delaware law, in which case shareholders of the Trust could possibly be subject to personal liability.

          To guard against this risk, the Declaration of Trust (i) contains an express disclaimer of shareholder liability for acts or obligations of the Trust and provides that notice of such disclaimer may be given in each agreement, obligation and instrument entered into or executed by the Trust or its trustees, (ii) provides for the indemnification out of property of the Trust of any shareholders held personally liable for any obligations of the Trust or any series thereof, and (iii) provides that the Trust shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of the Trust and satisfy any judgment thereon. Thus, the risk of a Trust shareholder incurring financial loss beyond his or her investment because of shareholder liability is limited to circumstances in which all of the following factors are present: (1) a court refuses to apply Delaware law; (2) the liability arose under tort law or, if not, no contractual limitation of liability was in effect; and (3) the Trust itself would be unable to meet its obligations. In the light of DSTA, the nature of Trust’s 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 person’s 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. Since the Funds use a combined Prospectus, however, it is possible that one Fund might become liable for a misstatement or omission in the Prospectus regarding another Fund with which its disclosure is combined. The trustees have considered this factor in approving the use of the combined Prospectus.

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 75% of the trustees holding office were elected by the shareholders of the Trust. The Trust may also hold special meetings to change fundamental policies, approve a management agreement, or for other purposes. The Funds will mail proxy materials to shareholders for these meetings, and the Trust encourages shareholders who cannot attend to vote by proxy.

          Shares of the Trust do not entitle their holders to cumulative voting rights, so that the holders of more than 50% of the net asset value represented by the outstanding shares of the Trust may elect all of the trustees, in which case the holders of the remaining shares would not be able to elect any trustees. Shareholders are entitled to one vote for each dollar of net asset value they own, so that the number of votes a shareholder has is determined by multiplying the number of shares of each Fund held times the next asset value per share of the applicable Fund.

SHARES

          The Trust is authorized to issue an unlimited number of shares of beneficial interest in the Funds. Shares are divided into and may be issued in a designated series representing beneficial interests in one of the Fund’s investment portfolios.

          Each share of a series issued and outstanding is entitled to participate equally in dividends and distributions declared by such series and, upon liquidation or dissolution, in net assets allocated to such series remaining after satisfaction of outstanding liabilities. The shares of each series, when issued, will be fully paid and non-assessable and have no preemptive or conversion rights.

ADDITIONAL FUNDS OR CLASSES

          Pursuant to the Declaration of Trust, the trustees may establish additional Funds (technically, “series” of shares) or “classes” of shares in the Trust without shareholder approval. The trustees have established another series of funds of the Trust, known as the “Lifecycle Funds,” which are addressed in separate prospectuses and a separate statement of additional information. The establishment of additional Funds or classes does not affect the interests of current shareholders in the existing Funds or their classes.

DIVIDENDS AND DISTRIBUTIONS

          Each share of a Fund is entitled to such dividends and distributions out of the income earned on the assets belonging to that

B-38   Statement of Additional Information § TIAA-CREF Institutional Mutual Funds

Fund as are declared in the discretion of the trustees. In the event of the liquidation or dissolution of the Trust as a whole or any individual Fund, shares of the affected Fund are entitled to receive their proportionate share of the assets that are attributable to such shares and which are available for distribution as the trustees in their sole discretion may determine. Shareholders are not entitled to any preemptive, conversion or subscription rights. All shares, when issued, will be fully paid and nonassessable.

PRICING OF SHARES

          The assets of the Funds are valued as of the close of each valuation day in the following manner:

INVESTMENTS FOR WHICH MARKET QUOTATIONS ARE READILY AVAILABLE

          Investments for which market quotations are readily available are valued at the market value of such investments, determined as follows:

EQUITY SECURITIES

          Equity securities listed or traded on a national market or exchange are valued based on their sale price on such market or exchange at the close of business (usually 4:00 p.m. Eastern Time) on the date of valuation, or at the mean of the closing bid and asked prices if no sale is reported. 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 Fund’s NAV is calculated.

FOREIGN INVESTMENTS

          Investments traded on a foreign exchange or in foreign markets are valued at the closing values of such securities as of the date of valuation under the generally accepted valuation method in the country 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. If events materially affecting the value of foreign investments occur between the time their share price is determined and the time when a Fund’s net asset value is calculated, such investments will be valued at fair value as determined in good faith using procedures approved by the Board of Trustees and in accordance with the responsibilities of the Board of Trustees as a whole. The fair value of foreign securities may be determined with the assistance of a pricing service, which attempts to calculate a fair value for securities based on numerous factors including correlations of a securities price with securities indices and other appropriate indicators, such as ADRs and futures contracts.

DEBT SECURITIES

          Debt securities (excluding money market instruments) 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 services, except when it is believed that the prices do not accurately reflect the security’s fair value.

          Values for money market instruments (other than those in the Money Market Fund) with maturities of one year or less 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.

          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 Fund’s investment objective, to stabilize the net asset value per share for purposes of sales and redemptions at $1.00. These procedures include review by the Board of Trustees, at such intervals as it deems appropriate, to determine the extent, if any, to which the net asset value per share calculated by using available market quotations deviates by more than 1/2 of one percent from $1.00 per share. In the event such deviation should exceed 1/2 of one percent, the Board of Trustees will promptly consider initiating corrective action. If the Board of Trustees believes that the extent of any deviation from a $1.00 amortized cost price per share may result in material dilution or other unfair 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 Fund’s 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 Fund’s net assets will be increased or decreased by the difference between the premiums received on writing options and the costs of liqui-

TIAA-CREF Institutional Mutual Funds § Statement of Additional Information   B-39

dating 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 Fund’s assets and an equal amount is included in its liabilities. The liability thereafter is adjusted to the current market value of the call. Thus, if the current market value of the call exceeds the premium received, the excess would be unrealized depreciation; conversely, if the premium exceeds the current market value, such excess would be unrealized appreciation. If a call expires or if the Fund enters into a closing purchase transaction, it realizes a gain (or a loss if the cost of the transaction exceeds the premium received when the call was written) without regard to any unrealized appreciation or depreciation in the underlying securities, and the liability related to such call is extinguished. If a call is exercised, the Fund realizes a gain or loss from the sale of the underlying securities and the proceeds of the sale are increased by the premium originally received.

          A premium paid on the purchase of a put will be deducted from a Fund’s 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.

TAX STATUS

          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.

QUALIFICATION AS REGULATED INVESTMENT COMPANY

          Each Fund is treated as a separate taxpayer for federal income tax purposes. Each Fund intends to elect to be treated as a regulated investment company under Subchapter M of Chapter 1 of the Code and 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 Fund’s taxable year, (a) at least 50% of the value of the Fund’s 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 PTP’s 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 Fund’s available earnings and profits.

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% 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.

B-40   Statement of Additional Information § TIAA-CREF Institutional Mutual Funds

CAPITAL LOSS CARRYFORWARDS

          As of September 30, 2007, the following 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. Because the Enhanced Index Funds were not yet in existence as of this date, they did not have any capital loss carryforwards.

	Date of Expiration
Fund	9/30/08		9/30/09		9/30/10		9/30/11		9/30/12		9/30/13		9/30/14		9/30/15		Total
Growth Equity	$	—	$	—	$	—	$	—	$	21,246,987	$	2,530,334	$	—	$	—	$	23,777,321
Growth & Income		—		1,286,601		39,342,773		—		—		—		—		—		40,629,374
Large-Cap Growth		86,314,346		129,325,246		60,601,952		9,870,740		1,691,917		—		—		—		287,804,201
Bond		—		—		—		—		—		—		681,137		17,090,688		17,771,825
Bond Plus II		—		—		—		—		—		4,900,372		120,262		—		5,020,634
Short-Term Bond II		—		—		—		—		2,261,136		2,605,737		501,909		—		5,368,782
High-Yield II		—		—		694,520		—		—		—		—		—		694,520
Tax-Exempt Bond II		—		—		—		—		—		439,873		—		69,477		509,350
Inflation-Linked Bond		—		—		—		—		—						3,764,887		3,764,887
Money Market		—		—		—		1,330		8,935		219		373		—		10,857

          Due to the reorganization on April 20, 2007, involving the TIAA-CREF Mutual Funds (the “Target Funds”), into a corresponding series of the Funds (the “Acquiring Funds”), the use of capital loss carryovers for the fiscal year ended September 30, 2007 for the Growth & Income Fund, Large-Cap Growth Fund, Bond Plus Fund II, Short-Term Bond Fund II, and High-Yield Fund II were subject to limitations under the Internal Revenue Code and Regulations thereunder. The future utilization of the Growth & Income Fund’s capital loss carryovers may also be subject to the aforementioned limitations.

          Due to large shareholder activity during the prior fiscal year ended September 30, 2006, the current year utilization of the Growth Equity Fund’s capital loss carryovers were subject to limitations under the Internal Revenue Code and Regulations thereunder. The future utilization of Growth Equity Fund’s capital loss carryovers may also be subject to the aforementioned limitations.

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 Fund’s 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 Fund’s total assets at the close of the taxable year consists of securities of foreign corporations, then the Trust may elect, for U.S. federal income tax purposes, to treat foreign income taxes paid by the Fund (including certain withholding taxes that can be treated as income taxes under U.S. income tax principles) as paid by its shareholders. The International Equity Fund, International Equity Index Fund and Enhanced International Equity Index 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 shareholder’s 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 Fund’s investment in securities (possibly including specula-

TIAA-CREF Institutional Mutual Funds § Statement of Additional Information   B-41

tive currency positions or currency derivatives not used for hedging purposes) could, under future United States Treasury regulations, produce income not among the types of “qualifying income” from which the Fund must derive at least 90% of its annual gross income.

INVESTMENTS WITH ORIGINAL ISSUE DISCOUNT

          Each Fund that invests in certain payment-in-kind instruments, zero coupon securities or certain deferred interest securities (and, in general, any other securities with original issue discount or with market discount if the Fund elects to include market discount in current income) must accrue income on such investments prior to the receipt of the corresponding cash. However, because each Fund must meet the 90% distribution requirement to qualify as a regulated investment company, a Fund may have to dispose of its portfolio investments under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing the cash, to satisfy distribution requirements.

OPTIONS, FUTURES, AND SWAPS

          A Fund’s 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 Fund’s 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., US. residents and U.S. domestic corporations, partnerships, trusts or estates). The discussion does not address special tax rules applicable to certain classes of investors, such as qualified retirement accounts or trusts, tax-exempt entities, insurance companies, banks and other financial institutions or non-U.S. taxpayers. Dividends, capital gain distributions, and ownership of or gains realized on the redemption (including an exchange) of the shares of a Fund may also be subject to state, local and foreign taxes. Shareholders should consult their own tax advisers as to the federal, state, local or foreign tax consequences of ownership of shares of, and receipt of distributions from, the Funds in their particular circumstances.

DISTRIBUTIONS

          Distributions of a Fund’s investment company taxable income are taxable as ordinary income to shareholders to the extent of the Fund’s current or accumulated earnings and profits, whether paid in cash or reinvested in additional shares. Any distribution of a Fund’s 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 shareholder’s 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 investor’s tax basis in a Fund’s 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 Fund’s 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 shareholder’s 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

B-42  Statement of Additional Information § TIAA-CREF Institutional Mutual Funds

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 he, she or it purchases shares of a Fund, a portion of the purchase price is often attributable to realized or unrealized appreciation in the Fund’s 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 investor’s shares is, as a result of the distributions, reduced below the investor’s 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 Fund’s 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 Fund’s 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 or the Money Market Fund are expected to constitute qualified dividend income. These special rules relating to qualified dividend income apply to taxable years beginning before January 1, 2011. 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

          The Trust’s ordinary income dividends to corporate shareholders may, if certain conditions are met, qualify for the dividends-received deduction to the extent that the Fund has received qualifying dividend income during the taxable year. Capital gain dividends distributed by the Fund are not eligible for the dividends-received deduction. In order to constitute a qualifying dividend, a dividend must be from a U.S. domestic corporation in respect of the stock of such corporation that has been held by the Fund, for federal income tax purposes, for at least 46 days during the 91-day period that begins 45 days before the stock becomes ex-dividend (or, in the case of preferred stock, 91 days during the 181-day period that begins 90 days before the stock becomes ex-dividend). The Fund must also designate the portion of any distribution that is eligible for the dividends-received deduction in a written notice within 60 days of the close of the relevant taxable year. In addition, in order to be eligible to claim the dividends-received deduction with respect to distributions from a Fund, corporate shareholders must meet the foregoing minimum holding period requirements with respect to their shares of the applicable Fund. If a corporation borrows to acquire shares of a Fund, it may be denied a portion of the dividends-received deduction it would otherwise be eligible to claim. The entire qualifying dividend, including the otherwise deductible amount, is included in determining the excess (if any) of a corporate shareholder’s 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 shareholder’s 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

TIAA-CREF Institutional Mutual Funds § Statement of Additional Information   B-43

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 decreased, by the amount of the sales charge paid when the shares were acquired, and that amount will increase the adjusted basis of the shares of the Fund subsequently acquired.

LONG-TERM CAPITAL GAINS

          In general, non-corporate shareholders currently are subject to a maximum federal income tax rate of 15% (or 5% (0% for tax years beginning after 2007) in the case of individual investors who are in the 10% or 15% tax bracket) on their net long-term capital gain (the excess of net long-term capital gain over net short-term capital loss) for a taxable year (including a long-term capital gain derived from an investment in the shares), while other income may be taxed at rates as high as 35%. These maximum rates on long-term capital gains apply to taxable years beginning prior to January 1, 2011. Without additional Congressional action, the maximum federal income tax rate on capital gains for taxable years beginning on or after such date will be 20% (10% in the case of individual investors who are in the 10% or 15% bracket). Corporate taxpayers currently are subject to federal income tax on net capital gain at the maximum 35% rate also applied to ordinary income. Tax rates imposed by states and local jurisdictions on capital gain and ordinary income may differ.

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 carryback 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 shareholder’s 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 year’s 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 his, her or its correct taxpayer identification number or a certificate that the shareholder is exempt from backup withholding and (2) any shareholder with respect to whom the IRS notifies the Fund that the shareholder has failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect. The backup withholding is not an additional tax and may be returned or credited against a taxpayer’s 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 II

          The Tax-Exempt Bond Fund II expects to qualify to pay “exempt-interest dividends” which may be treated by shareholders as items of interest that is exempt from regular federal income tax. (Distributions derived from net long-term capital gains of the Tax-Exempt Bond Fund II will ordinarily be taxable to shareholders as long-term capital gains, and any distributions derived from taxable interest income, net short-term capital gains, and certain net realized foreign exchange gains will be taxable to shareholders as ordinary income.) The recipient of exempt-interest dividends is required to report such income on his or her federal income tax returns, but if a shareholder borrows funds to purchase or carry shares of the Tax-Exempt Bond Fund II, interest paid on such debt is not deductible. In addition, exempt-interest dividends will be taken into account in determining the extent to which a shareholder’s Social Security or certain railroad retirement benefits are taxable. Any losses realized by shareholders who dispose of shares of the Tax-Exempt Bond Fund II with a tax holding period of six months or less are disallowed to the extent of any exempt-interest dividends received with respect to such shares.

          The Tax-Exempt Bond Fund II may invest a portion of its assets in private activity bonds, the interest from which (including the Fund’s distributions attributable to such interest) may be a preference item for purposes of federal alternative minimum tax (AMT), both individual and corporate. Income from securities that is a preference item is included in the computation of the AMT and, in the case of corporations, all exempt-interest income, whether or not attributable to private activity bond interest, may increase a corporate shareholder’s liability, if any, for AMT.

B-44  Statement of Additional Information § TIAA-CREF Institutional Mutual Funds

          Shareholders who have not held shares of the Tax-Exempt Bond Fund II for such fund’s full taxable year may have designated as tax-exempt interest or as a tax-preference item a percentage distribution which is not equal to the actual amount of tax-exempt income or tax-preference income earned by the Fund during the period of their investment.

          A portion of the dividends to shareholders from the Tax-Exempt Bond Fund II may be exempt from state and local taxes. Income from investments in the shareholder’s state of residence is generally tax-exempt. The Tax-Exempt Bond Fund II will direct the Transfer Agent to send shareholders a breakdown of income from each state in order to aid them in preparing tax returns.

BROKERAGE ALLOCATION

          Advisors is responsible for decisions to buy and sell securities for the Funds as well as for selecting brokers and, where applicable, negotiating the amount of the commission rate paid. It is the intention of Advisors to place brokerage orders with the objective of obtaining the best execution, which includes such factors as best price, research and available data. When purchasing or selling securities traded on the over-the-counter market, Advisors generally will execute the transactions with a broker engaged in making a market for such securities. When Advisors deems the purchase or sale of a security to be in the best interests of more than one Fund, it may, consistent with its fiduciary obligations, decide either to buy or to sell a particular security for the Fund at the same time as for other funds it may be managing, or that may be managed by its affiliate, Investment Management, another investment adviser subsidiary of TIAA. In that event, allocation of the securities purchased or sold, as well as the expenses incurred in the transaction, will be made in an equitable manner.

          Domestic brokerage commissions are negotiated, as there are no standard rates. All brokerage firms provide the service of execution of the order made; some brokerage firms also provide research and statistical data, and research reports on particular companies and industries are customarily provided by brokerage firms to large investors. In negotiating commissions, consideration is given by Advisors to the quality of execution provided and to the use and value of the data. The valuation of such data may be judged with reference to a particular order or, alternatively, may be judged in terms of its value to the overall management of the portfolio.

          Advisors may place orders with brokers providing useful research and statistical data services even if lower commissions may be available from brokers not providing such services. When doing so, Advisors will determine in good faith that the commissions negotiated are reasonable in relation to the value of the brokerage and research provided by the broker viewed in terms of either that particular transaction or of the overall responsibilities of Advisors to the Funds or other clients. In reaching this determination, Advisors will not necessarily place a specific dollar value on the brokerage or research services provided nor determine what portion of the broker’s compensation should be related to those services.

          Research or services obtained for one Fund may be used by Advisors in managing other Funds and other investment company clients and advisory clients of Advisors. If such research or services are obtained for cash and not through the allocation of brokerage commissions, then the expenses incurred will be allocated equitably consistent with Advisors’ fiduciary duty to the other Funds. Research or services obtained for the Trust also may be used by personnel of Advisors in managing other investment company accounts, or by Investment Management for the CREF accounts. If such research or services are obtained for cash, the expenses incurred will be allocated in an equitable manner consistent with the fiduciary obligations of personnel of Advisors to the Trust.

          The following table shows the aggregate amount of brokerage commissions paid to firms that provided research services in fiscal year 2007. 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 Equity Fund	$	311,687
Growth & Income Fund	$	543,149
International Equity Fund	$	6,387,211
Large-Cap Growth Fund	$	524,318
Large-Cap Value Fund	$	2,186,964
Mid-Cap Growth Fund	$	307,902
Mid-Cap Value Fund	$	554,974
Small-Cap Equity Fund	$	2,843
Large-Cap Growth Index Fund	$	755
Large-Cap Value Index Fund	$	908
Equity Index Fund	$	1,421
S&P 500 Index Fund	$	3,531
Mid-Cap Growth Index Fund	$	397
Mid-Cap Value Index Fund	$	755
Mid-Cap Blend Index Fund	$	961
Small-Cap Growth Index Fund	$	1,684
Small-Cap Value Index Fund	$	1,213
Small-Cap Blend Index Fund	$	2,360
International Equity Index Fund	$	835
Enhanced International Equity Index Fund	$	—
Enhanced Large-Cap Growth Index Fund	$	—
Enhanced Large-Cap Value Index Fund	$	—
Social Choice Equity Fund	$	5,229
Real Estate Securities Fund	$	1,216,526

TIAA-CREF Institutional Mutual Funds § Statement of Additional Information   B-45

          The aggregate amount of brokerage commissions paid by the Funds for the fiscal year ending September 30, 2005, 2006 and 2007 was as follows:

Fund	2005 Commissions		2006 Commissions		2007 Commissions
Growth Equity Fund	$	122,499	$	160,732	$	399,997
Growth & Income Fund	$	642,106	$	545,035	$	612,223
International Equity Fund	$	624,031	$	2,011,807	$	5,329,865
Large-Cap Growth Fund		NA	$	24,444	$	453,218
Large-Cap Value Fund	$	646,121	$	1,384,478	$	2,469,045
Equity Index Fund	$	34,413	$	52,639	$	58,945
Mid-Cap Growth Fund	$	152,560	$	333,501	$	446,670
Mid-Cap Value Fund	$	420,608	$	623,422	$	922,692
Small-Cap Equity Fund	$	269,257	$	359,980	$	192,822
Large-Cap Growth Index Fund	$	3,247	$	102,385	$	47,524
Large-Cap Value Index Fund	$	27,192	$	89,102	$	51,441
S&P 500 Index Fund	$	27,756	$	77,021	$	32,561
Mid-Cap Growth Index Fund	$	237	$	1,555	$	11,530
Mid-Cap Value Index Fund	$	449	$	2,664	$	20,789
Mid-Cap Blend Index Fund	$	1,469	$	8,214	$	33,146
Small-Cap Growth Index Fund	$	6,652	$	16,694	$	24,365
Small-Cap Value Index Fund	$	3,561	$	14,659	$	33,595
Small-Cap Blend Index Fund	$	6,535	$	39,397	$	31,806
International Equity Index Fund	$	2,645	$	15,508	$	215,463
Social Choice Equity Fund	$	8,088	$	11,132	$	19,611
Real Estate Securities Fund	$	2,500,812	$	2,812,739	$	1,394,864

          During the fiscal year ending September 30, 2007, certain of the Funds acquired securities of certain regular brokers or dealers or their parents. These entities and the value of a Fund’s aggregate holdings in the securities of those entities, as of September 30, 2007, are set forth below:

REGULAR BROKER OR DEALER BASED ON BROKERAGE COMMISSIONS PAID

Fund	Broker	Parent	Holdings (US$)
Equity Index Fund	Bank of America Corp	Bank of America Corp	17,015,037.71
	Bear Stearns Cos Inc	Bear Stearns Cos Inc	1,100,623.22
	Citigroup Inc	Citigroup Inc	17,608,310.98
	Goldman Sachs Group Inc	Goldman Sachs & Co.	6,750,367.30
	Investment Tech Group	Investment Tech Group	138,309.64
	Jefferies Group Inc (New)	Jefferies Group Inc	250,303.02
	JPMorgan Chase & Co	JPMorgan Chase & Co	11,935,239.42
	KBW Inc	KBW Inc	61,099.94
	Knight Capital Group Inc-A	Knight Capital Group Inc	92,402.96
	Legg Mason Inc	Legg Mason Inc	875,941.68
	Lehman Brothers Holdings Inc	Lehman Brothers Holdings Inc	2,510,991.21
	Merrill Lynch & Co Inc	Merrill Lynch & Co Inc	4,838,771.52
	Morgan Stanley	Morgan Stanley	5,069,169.00
	Piper Jaffray Cos	Piper Jaffray Cos	77,612.80
	Raymond James Financial Inc	Raymond James Financial Inc	225,121.05
	Stifel Financial Corp	Stifel Financial Corp	62,698.56
	Thomas Weisel Partners Group	Thomas Weisel Partners Group	22,809.72
	US Bancorp	US Bancorp	4,322,846.64
	Wachovia Corp	Wachovia Corp	7,318,439.65
	Wells Fargo & Company	Wells Fargo & Company	9,131,899.40

REGULAR BROKER OR DEALER BASED ON BROKERAGE COMMISSIONS PAID (continued)

Fund	Broker	Parent	Holdings (US$)
Growth & Income Fund	Bank of America Corp	Bank of America Corp	8,912,921.27
	Citigroup Inc	Citigroup Inc	16,374,496.19
	JPMorgan Chase & Co	JPMorgan Chase & Co	13,823,389.98
	Morgan Stanley	Morgan Stanley	10,834,047.00
	US Bancorp	US Bancorp	3,767,429.42
	Wachovia Corp	Wachovia Corp	3,386,479.05
	Wells Fargo & Company	Wells Fargo & Company	15,039,512.02
International Equity Fund	Mizuho Financial Group Inc	Mizuho Financial Group Inc	14,561,883.23
	Nomura Holdings Inc	Nomura Holdings Inc	1,227,455.55
	Societe Generale	Societe Generale	10,797,486.43
	UBS AG-Reg	UBS	122,689,569.59
International Equity Index Fund	ABN AMRO Holding NV	ABN AMRO Inc.	5,318,380.67
	Banco Santander SA	Banco Santander SA	6,760,124.11
	BNP Paribas	BNP Paribas	5,114,326.58
	Credit Suisse Group-Reg	Credit Suisse Group	4,039,689.27
	Daiwa Securities Group Inc	Daiwa Securities Group Inc	684,849.80
	Deutsche Bank AG-Reg	Deutsche Bank Securities Inc.	3,639,184.45
	HSBC Holdings PLC	HSBC Securities	11,953,431.06
	Macquarie Group Ltd	Macquarie Group Ltd	1,097,264.98
	Mizuho Financial Group Inc	Mizuho Financial Group Inc	3,149,284.88
	Nomura Holdings Inc	Nomura Holdings Inc	1,656,143.98
	Royal Bank of Scotland Group	Royal Bank of Scotland	5,646,528.33
	Societe Generale	Societe Generale	3,448,427.67
	UBS AG-Reg	UBS	5,851,990.76
Large-Cap Growth Index Fund	Goldman Sachs Group Inc	Goldman Sachs & Co.	1,732,836.30
	Investment Technology Group	Investment Technology Group	86,604.70
	Legg Mason Inc	Legg Mason Inc	206,341.92
	Merrill Lynch & Co Inc	Merrill Lynch & Co Inc	692,627.76
	Morgan Stanley	Morgan Stanley	156,744.00
Large-Cap Value Fund	Bank of America Corp	Bank of America Corp	13,846,821.23
	Bear Stearns Cos Inc	Bear Stearns Cos Inc	5,411,008.60
	Goldman Sachs Group Inc	Goldman Sachs & Co.	5,514,732.56
	JPMorgan Chase & Co	JPMorgan Chase & Co	13,656,101.16
	Lehman Brothers Holdings Inc	Lehman Brothers Holdings Inc	19,992,865.48
	Merrill Lynch & Co Inc	Merrill Lynch & Co Inc	3,580,394.40
	Morgan Stanley	Morgan Stanley	7,757,694.00
	Societe Generale	Societe Generale	2,099,850.62
	US Bancorp	US Bancorp	16,842,667.74
	Wachovia Corp	Wachovia Corp	2,267,281.50
	Wells Fargo & Company	Wells Fargo & Company	27,065,963.86

B-46  Statement of Additional Information § TIAA-CREF Institutional Mutual Funds

REGULAR BROKER OR DEALER BASED ON BROKERAGE COMMISSIONS PAID (continued)

Fund	Broker	Parent	Holdings (US$)
Large-Cap Value Index Fund	Bank of America Corp	Bank of America Corp	13,106,897.10
	Bear Stearns Cos Inc	Bear Stearns Cos Inc	858,073.47
	Goldman Sachs Group Inc	Goldman Sachs & Co.	2,915,369.74
	Jefferies Group Inc (New)	Jefferies Group Inc	201,405.71
	JPMorgan Chase & Co	JPMorgan Chase & Co	9,193,049.88
	Legg Mason Inc	Legg Mason Inc	390,852.73
	Lehman Brothers Holdings Inc	Lehman Brothers Holdings Inc	1,927,087.14
	Merrill Lynch & Co Inc	Merrill Lynch & Co Inc	2,725,675.92
	Morgan Stanley	Morgan Stanley	3,674,286.00
	Raymond James Financial Inc	Raymond James Financial Inc	182,908.80
	US Bancorp	US Bancorp	3,322,581.67
	Wachovia Corp	Wachovia Corp	5,639,969.30
	Wells Fargo & Company	Wells Fargo & Company	7,025,724.42
Mid-Cap Blend Index Fund	Investment Technology Group	Investment Technology Group	84,584.64
	Jefferies Group Inc (New)	Jefferies Group Inc	146,163.16
	Legg Mason Inc	Legg Mason Inc	464,606.48
	Raymond James Financial Inc	Raymond James Financial Inc	129,264.75
	Investment Technology Group	Investment Technology Group	51,060.24
	Legg Mason Inc	Legg Mason Inc	122,220.50
Mid-Cap Value Fund	Jefferies Group Inc (New)	Jefferies Group Inc	2,588,190.00
Mid-Cap Value Index Fund	Jefferies Group Inc (New)	Jefferies Group Inc	316,900.21
	Legg Mason Inc	Legg Mason Inc	578,313.69
	Raymond James Financial Inc	Raymond James Financial Inc	270,355.50
S&P 500 Index Fund	Bank of America Corp	Bank of America Corp	18,551,992.69
	Bear Stearns Cos Inc	Bear Stearns Cos Inc	1,201,450.23
	Goldman Sachs Group Inc	Goldman Sachs & Co.	7,365,041.94
	JPMorgan Chase & Co	JPMorgan Chase & Co	12,905,936.12
	Legg Mason Inc	Legg Mason Inc	902,661.61
	Lehman Brothers Holdings Inc	Lehman Brothers Holdings Inc	2,689,823.02
	Merrill Lynch & Co Inc	Merrill Lynch & Co Inc	5,146,914.96
	Morgan Stanley	Morgan Stanley	5,508,279.00
	US Bancorp	US Bancorp	4,707,969.31
	Wachovia Corp	Wachovia Corp	7,951,834.15
	Wells Fargo & Company	Wells Fargo & Company	9,888,717.54
Small-Cap Blend Index Fund	Knight Capital Group Inc-A	Knight Capital Group Inc	207,840.88
	Piper Jaffray Cos	Piper Jaffray Cos	165,409.60
	Stifel Financial Corp	Stifel Financial Corp	146,971.44
	Thomas Weisel Partners Group	Thomas Weisel Partners Group	55,123.49
Small-Cap Equity Fund	Knight Capital Group Inc-A	Knight Capital Group Inc	1,281,035.60
	Piper Jaffray Cos	Piper Jaffray Cos	1,731,280.00

REGULAR BROKER OR DEALER BASED ON BROKERAGE COMMISSIONS PAID (continued)

Fund	Broker	Parent	Holdings (US$)
Small-Cap Growth Index Fund	Knight Capital Group Inc-A	Knight Capital Group Inc	95,201.60
	Stifel Financial Corp	Stifel Financial Corp	158,423.76
Small-Cap Value Index Fund	KBW Inc	KBW Inc	181,716.92
	Knight Capital Group Inc-A	Knight Capital Group Inc	168,540.32
	Merrill Lynch & Co Inc	Merrill Lynch & Co Inc	10,905.84
	Piper Jaffray Cos	Piper Jaffray Cos	233,696.00
	Sanders Morris Harris Grp Inc	Sanders Morris Harris Inc	44,030.70
	Thomas Weisel Partners Group	Thomas Weisel Partners Group	72,883.73
Social Choice Equity Fund	Bank of America Corp	Bank of America Corp	8,870,443.12
	Goldman Sachs Group Inc	Goldman Sachs & Co.	4,638,452.74
	Investment Technology Group	Investment Technology Group	6,575.94
	Legg Mason Inc	Legg Mason Inc	359,412.56
	Merrill Lynch & Co Inc	Merrill Lynch & Co Inc	3,679,758.72
	US Bancorp	US Bancorp	3,939,285.41
	Wachovia Corp	Wachovia Corp	4,587,471.25
	Wells Fargo & Company	Wells Fargo & Company	5,283,621.46

REGULAR BROKER OR DEALER BASED ON ENTITIES ACTING AS PRINCIPAL

Fund	Broker	Parent	Holdings (US$)
International Equity Fund	UBS AG-Reg	UBS	13,494,337.00
Large-Cap Value Fund	Bank of America Corp	Bank of America Corp	6,814,903.00
	Lehman Brothers Holdings Inc	Lehman Brothers, Inc.	245,253.30
Large-Cap Growth Index Fund	Goldman Sachs Group Inc	Goldman, Sachs & Co.	130,044.00
	Merrill Lynch & Co Inc	Merrill Lynch & Co	156,245.80
Large-Cap Value Index Fund	Goldman Sachs Group Inc	Goldman, Sachs & Co.	43,348.00
	Merrill Lynch & Co Inc	Merrill Lynch & Co	394,107.10
Equity Index Fund	Goldman Sachs Group Inc	Goldman, Sachs & Co.	325,110.00
	Merrill Lynch & Co Inc	Merrill Lynch & Co	169,717.70
International Equity Index Fund	UBS AG-Reg	UBS	133,975.00

TIAA-CREF Institutional Mutual Funds § Statement of Additional Information  B-47

DIRECTED BROKERAGE

          In accordance with the 1940 Act, as amended, the Funds have adopted a policy prohibiting the Funds to compensate 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.

LEGAL MATTERS

          All matters of applicable state law pertaining to the Funds have been passed upon by George W. Madison, Executive Vice President and 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.

EXPERTS

          The financial statements for the fiscal year ended September 30, 2007 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 included in reliance upon the report of such firm given upon its authority as experts in accounting and auditing.

FINANCIAL STATEMENTS

          The audited financial statements of the Funds are incorporated herein by reference to the Trust’s report on Form N-CSR for the fiscal year ended September 30, 2007, which contains the Funds’ Annual Report. These financial statements have been filed with the SEC and the reports have been provided to all shareholders. The Funds will furnish you, without charge, another copy of the Annual Report on request.

B-48  Statement of Additional Information • TIAA-CREF Institutional Mutual Funds

APPENDIX A

TIAA-CREF POLICY STATEMENT ON CORPORATE GOVERNANCE

TABLE OF CONTENTS
B-49	I. Introduction: Historical Perspective
B-50	II. Shareholder Rights
B-50	III. Director Elections — Majority Voting
B-51	IV. The Board of Directors
B-51	V. Board Structure and Processes
B-51	A. Board Membership
B-52	B. Board Responsibilities
B-52	C. Board Operation and Organization
B-54	VI. Executive Compensation
B-55	A. Equity-Based Compensation
B-55	B. Perquisites
B-55	C. Supplemental Executive Retirement Plans
B-55	D. Executive Contracts

B-56	VII. TIAA-CREF Corporate Governance Program
B-56	A. Engagement Policy and Practices
B-56	B. Proxy Voting
B-56	C. Influencing Public Policy and Regulation
B-56	D. Divestment
B-57	VIII. International Governance
B-58	IX. Environmental and Social Issues
B-58	X. Securities Lending Policy
B-58	APPENDIX A: Proxy Voting Guidelines
B-58	Guidelines for Board-Related Issues
B-59	Guidelines for Other Governance Issues
B-59	Guidelines for Compensation Issues
B-60	Guidelines for Environmental and Social Issues

I. Introduction; Historical Perspective

          The mission of Teachers Insurance and Annuity Association-College Retirement Equities Fund (TIAA-CREF) is to “forward the cause of education and promote the welfare of the teaching profession and other charitable purposes” by helping secure the financial future of our participants who have entrusted us with their retirement savings.

          TIAA and CREF’s boards of trustees and management have developed investment strategies that are designed to accomplish this mission through a variety of asset classes and risk/reward parameters, including investments in the equity securities of domestic, international and emerging-market companies.

          TIAA-CREF is a long-term investor. Whether our investment is in equity, debt, derivatives or other types of securities, we recognize our responsibility to monitor the activities of portfolio companies. We believe that sound governance practices and responsible corporate behavior contribute significantly to the long-term performance of public companies. Accordingly, our mission and fiduciary duty require us to monitor and engage with portfolio companies and to promote better corporate governance and social responsibility.

          TIAA-CREF was one of the first institutional investors to engage with companies on issues of corporate governance. During the 1970s and 1980s, the governance movement focused primarily on the protection of shareholder interests in the context of takeovers and contests for control. TIAA-CREF took a leadership role in opposing abusive antitakeover provisions and management entrenchment devices such as dead-hand poison pills. During the 1990s and following the collapse of the bubble market, governance has focused on director independence, board diversity, board committee structure, shareholder rights, accounting for options and executive compensation disclosure. Most recently, TIAA-CREF has led the movement to establish majority voting in director elections, as set forth in this Policy Statement. Corporate governance standards and best practices are now recognized as an essential means to protect shareholder rights, ensure management and board accountability and promote maximum performance.

          TIAA-CREF is also concerned about issues of corporate social responsibility, which we have been addressing for more than three decades. In the 1970s we were one of the first institutional investors to engage in dialogue with portfolio companies on issues of automotive safety in the United States and apartheid policies in South Africa. Since then we have maintained a strong commitment to responsible investing and good corporate citizenship. Recognizing that many of our participants have strong views on social issues, in 1990 we introduced the CREF Social Choice Account to provide an investment vehicle that gives special consideration to social concerns. The Account, which is screened using various KLD Indices, invests only in companies that meet specified environmental, social and governance criteria.

          In keeping with our mission and fiduciary duty, TIAA-CREF continues to establish policies and engage with companies on governance, environmental, social and performance issues. We believe that, consistent with their business judgment, companies and boards should: (i) pay careful attention to their governance, environmental and social practices; (ii) analyze the strategic impact of these issues on their business; and (iii) fully disclose their policies and decisions to shareholders. We expect boards and managers to engage constructively with us and other shareholders concerned about these issues.

          TIAA-CREF recognizes that 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. 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.

          This is the fifth edition of this Policy Statement, which is reviewed and revised periodically by the TIAA and CREF boards of trustees. The TIAA and CREF boards have delegated over-

TIAA-CREF Institutional Mutual Funds § Statement of Additional Information  B-49

sight of TIAA-CREF’s corporate governance program, including development and establishment of policies, to the joint Committee on Corporate Governance and Social Responsibility, which is composed of independent trustees. This edition reflects current developments in corporate governance, social and environmental policy, technology, market structure, globalization, cross-border and emerging-market investing and proxy voting. For example, this edition includes new voting guidelines and highlights certain recent watershed events in corporate governance such as (i) adoption of the majority voting standard for director elections; (ii) enhanced disclosure regarding executive compensation as required by new SEC rules; and (iii) evolving research on the economic impact of companies’ environmental and social practices.

          Although many of the specific policies in this Statement relate primarily to companies incorporated in the United States, the underlying principles apply to all public companies in which TIAA-CREF invests throughout the world. TIAA-CREF’s portfolio has become increasingly diversified internationally during the past decade. We have made substantial efforts to promote good corporate governance principles and practices at both the domestic and international level.

          TIAA-CREF believes that a company whose board and executive management adopt sound corporate governance principles will set the right “tone at the top” and thereby reinforce an ethical business culture governing all its dealings with customers, employees, regulators and the communities it serves. We view this Policy Statement as the basis for collaborative efforts by investors and companies to promote good corporate governance and to ensure that companies establish the right “tone at the top.”

           This Policy Statement is intended to inform our clients and participants, portfolio companies, regulators, advocacy groups and other institutional investors about our governance policies. It serves as a basis for dialogue with boards of directors and senior managers. The Policy Statement is posted on our website (www.tiaa-cref.org).

II. Shareholder Rights

          As owners of equity securities, shareholders rely primarily on a corporation’s 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.

1.	Each Director Should Represent All Shareholders. Shareholders should have the right to expect that each director is acting in the interest of all shareholders and not that of a particular constituent, special interest group or dominant shareholder.
2.	One Share, One Vote. 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.
3.	Financial Equality. All shareholders should receive fair and equal financial treatment. We support measures designed to avoid preferential treatment of any shareholder.
4.	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.
5.	Vote Requirements. Shareholders should have the right to approve matters submitted for their consideration with a majority of the votes cast. 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.
	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.
6.	Authorization and Issuance of Stock. Shareholders should have the right to approve the authorization of shares of common stock and the issuance of shares for corporate purposes in order to ensure that such actions serve a valid purpose and are consistent with shareholder interests.
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.
8.	State of Incorporation. Many states have adopted statutes that protect companies from takeovers, in some cases through laws that interfere with or dilute directors’ accountability to shareholders. We will not support proposals to reincorporate to a new domicile if we believe the primary objective is to take advantage of laws or judicial interpretations that provide antitakeover protection or otherwise reduce shareholder rights.
9.	Board Communication. Shareholders should have the ability to communicate with the board of directors. In accordance with SEC rules, companies should adopt and disclose procedures for shareholders to communicate their views and concerns directly to board members.
10.	Ratification of Auditors. Shareholders should have the right to vote annually on the ratification of auditors.

III. Director Elections — Majority Voting

          As a matter of principle, TIAA-CREF endorses the majority vote standard in director elections, including the right to vote for, against or abstain on director candidates. We believe that the lack of majority voting reduces board accountability and causes shareholder activism to be confrontational and adversarial.

B-50  Statement of Additional Information § TIAA-CREF Institutional Mutual Funds

          Developed markets outside the United States routinely mandate majority voting along with the right to vote against directors and to convene special meetings.

          TIAA-CREF has long practiced an “engagement” model of shareholder activism, characterized by dialogue and private negotiation in our dealings with portfolio companies. We believe that majority voting increases the effectiveness of shareholder engagement initiatives and reduces the need for aggressive tactics such as publicity campaigns, proxy contests, litigation and other adversarial strategies that can be disruptive, time-consuming and costly.

          The TIAA and CREF boards have adopted the following policy on director elections:

	TIAA-CREF Policy on Director Elections
1.	Directors should be elected by a majority rather than a plurality of votes cast.*
2.	In the election of directors, shareholders should have the right to vote “for,” “against,” or “abstain.”
3.	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.*
4.	To be elected, a candidate should receive more votes “for” than “against” or “withhold,” regardless of whether a company requires a majority or plurality vote.
5.	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.
6.	The requirement for a majority vote in director elections should be set forth in the company’s charter or bylaws, subject to amendment by a majority vote of shareholders.
7.	Where a company seeks to opt out of the majority vote standard, approval by a majority vote of shareholders should be required.
	*	Votes cast should include “withholds.” Votes cast should not include “abstains,” except that “abstains” should be counted as present for quorum.

IV. The Board of Directors

          The board of directors is responsible for (i) overseeing the development of the corporation’s long-term business strategy and monitoring its implementation; (ii) assuring the corporation’s financial and legal integrity; (iii) developing compensation and succession planning policies; (iv) ensuring management accountability; and (v) representing the long-term interests of shareholders.

          To fulfill these responsibilities, the board must establish good governance policies and practices. Good governance is essential to the board’s fulfillment of its duties of care and loyalty, which must be exercised in good faith. Shareholders in turn are obligated to monitor the board’s activities and hold directors accountable for the fulfillment of their duties.

          Board committees play a critical governance role. Boards should constitute both standing and ad hoc committees to provide expertise, independent judgment and knowledge of shareholder interests in the specific disciplines they oversee. The full board should maintain overall responsibility for the work of the committees and for the long-term success of the corporation.

          TIAA-CREF will closely monitor board performance, activities and disclosure. We will normally vote in favor of the board’s nominees. However, we will consider withholding or voting against an individual director, a committee chair, the members of a committee, or from the entire board in uncontested elections where our trustees conclude that directors’ qualifications or actions are questionable and their election would not be in the interests of shareholders. (See “Policy Governing Votes on Directors” on Pages 26 and 27). In contested elections, we will vote for the candidates we believe will best represent the interests of shareholders.

V. Board Structure and Processes

          A. Board Membership

          1. Director Independence. The board should be composed of a substantial majority of independent directors. Director independence is a principle long advocated by TIAA-CREF that 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 no present or recent employment with the company, nor any substantial connection of a personal or financial nature other than ownership of equity in the company. Independence requirements should be interpreted broadly to ensure there is no conflict of interest, in fact or in appearance, that might compromise a director’s objectivity and loyalty to shareholders.

          An independent director should not provide services to the company or be affiliated with an organization that provides goods or services to the company if a disinterested observer would consider the relationship “substantial.”

          Director independence may sometimes be influenced by factors not subject to disclosure. Personal or business relationships, even without a financial component, can compromise independence. Boards should periodically evaluate the independence of each director based on all relevant information and should disclose their findings to shareholders.

          2. 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. As required by SEC rules for service on the audit committee, 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.

          3. Director Election. TIAA-CREF believes that directors should be elected annually by a majority of votes cast, as discussed in Section III. The requirement for annual election and a majority vote in director elections should be set forth in the company’s charter or bylaws.

          4. Discretionary Broker Voting. TIAA-CREF supports the proposal by the New York Stock Exchange to amend NYSE Rule 452, thereby eliminating the practice of brokers voting “street name” shares for directors in the absence of instructions from their customers.

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          5. Director Nomination and Access. As required by SEC regulations, boards should establish and disclose the process by which shareholders can submit nominations. TIAA-CREF believes that shareholders should have the right to submit resolutions asking companies to establish procedures and conditions for shareholders to place their director nominees on the company’s proxy and ballot.

          6. Director Stock Ownership. 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. The definition of a meaningful investment will vary depending on directors’ individual circumstances. Director compensation programs should include shares of stock or restricted stock. TIAA-CREF discourages stock options as a form of director compensation, as they are less effectively aligned with the long-term interests of shareholders.

          7. Director Education. Companies should encourage directors to attend education programs offered by the company as well as those offered externally. Directors should also receive training to increase their knowledge and understanding of the company’s businesses and operations. They should enroll in education programs to improve their professional competence and understanding of their responsibilities.

          8. 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 director’s independence.

          9. Other Board Commitments. To ensure that directors are able to devote the necessary time and energy to fulfill their board responsibilities, companies should establish policies limiting the number of public company boards that directors may serve on. As recommended by listing rules, companies should disclose whether any audit committee member serves on the audit committees of three or more public companies.

          B. Board Responsibilities

          1. 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 corporation’s external audit firm; and (vi) develop, disclose and enforce a clear and meaningful set of corporate governance principles.

          2. Strategic Business Planning. The board should participate with management in the development of the company’s strategic business plan and should engage in a comprehensive review of strategy with management at least annually. The board should monitor the company’s performance and strategic direction, while holding management responsible for implementing the strategic plan.

          3. CEO Selection, Evaluation and Succession Planning. One of the board’s 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, with the active involvement of its compensation committee, should continuously monitor and evaluate the CEO and senior executives, and should establish a succession plan to develop executive talent and ensure continuity of leadership.

          The CEO evaluation process should be continuous and should be based on clearly defined corporate strategic goals as well as personal performance goals. Financial and nonfinancial metrics used to evaluate executive performance should be disclosed. Both the nominating and compensation committees, as discussed below, should participate in CEO evaluation and succession planning.

          The succession plan should identify high potential executives within the company and should provide them with a clear career development path. Effective succession planning should seek to develop senior managers capable of replacing the CEO whenever the need for change might occur.

          4. Equity Policy. The board should develop an equity policy that determines the proportion of the company’s stock to be made available for compensation and other purposes. The equity policy should be disclosed to shareholders in the Compensation Discussion and Analysis (CD&A). 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.

          C. Board Operation and Organization

          1. Annual Elections. All directors should stand for election annually. A classified board structure, particularly in combination with takeover defenses such as a “poison pill” shareholder rights plan, can be a significant impediment to changes in control. Moreover, a classified board structure can limit a board’s ability to remove an underperforming director.

          2. 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.

          3. Executive Sessions. The full board and each board committee should hold regular executive sessions at which no member of management is 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.

          4. 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.

          5. 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 pol-

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icy. A director retirement policy can contribute to board stability, vitality and renewal.

          6. Indemnification and Liability. Directors should be fully accountable and should not be indemnified for fraud, gross negligence or failure to fulfill their duties of care and loyalty. Exclusive of such extreme conduct, it is appropriate for companies to indemnify directors for liability and legal expenses that arise in connection with their board service.

          Role of the Chairman. In the past, TIAA-CREF has not expressed a preference as to whether the positions of CEO and chairman should be separate or whether a lead or presiding director should be designated. However, 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.

          For these reasons we recognize that separation of CEO and chair or appointment of a lead director may be appropriate in certain cases. Accordingly, although we do not have a strict policy, we will generally support appointment of a lead director in cases where the roles of CEO and board chair are not separate.

          Committee Structure. Under existing regulations, boards are required to establish three standing committees — an audit committee, a compensation committee and a nominating/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.

          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 and human resources committees.

          Each board committee should adopt and disclose to shareholders a charter that clearly sets forth its responsibilities.

          Each committee should have the power to hire independent experts and advisors.

          Each committee should report to the full board on the issues and decisions for which it is responsible.

          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.

• Compensation Committee

          The Compensation Committee, composed of independent directors, is responsible for oversight of the company’s 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 company’s plans and practices to those offered by the company’s 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 Compensation Committee should be substantively involved in the following activities:

• Establishing goals and evaluating the performance of the CEO and executive management against those goals;

• Determining the compensation of the CEO and executive management and recommending it to the board for approval;

• Reviewing and approving the company’s compensation policies;

• Ensuring that a strong executive team is in place;

• Working closely with the Corporate Governance/Nominating Committee to ensure continuity of leadership and effective succession planning;

• Ensuring the consistency of pay practices at all levels throughout the company;

• Establishing clear compensation metrics and practical incentives that will motivate superior executive performance while avoiding waste and excess, particularly in deferred compensation and perquisites; and

• Ensuring that the company’s compensation disclosures meet SEC requirements and explain clearly to investors how pay and performance are linked.

          The Compensation Committee may retain independent consultants to provide technical advice and comparative pay data. However, survey-based information is only one of many factors guiding compensation and should be evaluated carefully in the context of each company’s circumstances and business goals. The Compensation Committee should be responsible for defining the scope of the consultant’s engagement, including pay. In accordance with new SEC rules, the nature and scope of the consultant’s work should be disclosed to shareholders.

          The Compensation Committee is responsible for preparing the annual Compensation Committee Report and should participate substantively in the preparation of management’s Compensation Discussion and Analysis (CD&A). These reports should describe each element of the compensation program and should include sufficient detail relating to the program’s rationale, goals and metrics to enable shareholders to understand how compensation is intended to work, what it costs, how it is linked to the company’s performance and how it will create long-term value.

• Audit Committee

          The Audit Committee oversees the company’s accounting, compliance and risk management practices. It is responsible for ensuring the financial integrity of the business. 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 corporation’s independent auditors and to set and approve their compensation.

          The Audit Committee should:

• Ensure that the auditor’s independence is not compromised by any conflicts;

• Establish limits on the type and amount of nonaudit services that the audit firm may provide to the company;

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• Require periodic submission of the audit contract to competitive bids; and

• Limit the company’s hiring of employees from the audit firm consistent with legal requirements and be promptly informed when such hiring occurs.

          In addition to selecting the independent auditors and ensuring the quality and integrity of the company’s financial statements, the Audit Committee is responsible for the adequacy and effectiveness of the company’s internal controls and the effectiveness of management’s processes to monitor and manage business risk. The internal audit team should report directly to the Audit Committee.

          The Audit Committee should also develop policies and establish the means to monitor the company’s compliance with ethical, legal and regulatory requirements.

          The Audit Committee should establish procedures for employees to communicate directly and confidentially with its members.

• Corporate Governance/Nominating Committee

          The Corporate Governance/Nominating Committee oversees the company’s 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 standards of best practice. The committee’s duties include:

• Development of the company’s corporate governance principles and committee charters;

• Oversight of director selection, qualifications, training, compensation and continuing education;

• Evaluation of director nominees;

• Determination of board and committee size, structure, composition and leadership;

• Periodic evaluation of board and committee effectiveness and director independence;

• Establishment of procedures for communication with shareholders;

• Working with the Compensation Committee to establish succession planning; and

• Disclosure of these matters to shareholders.

VI. Executive Compensation

          As described above, the board through its Compensation Committee, is responsible for ensuring that a compensation program is in place which will attract, retain and incentivize executive management to strengthen performance and create long-term value for shareholders. The Committee, along with executive management, is responsible for providing shareholders with a detailed explanation of the company’s compensation program, including the individual components of the program, through disclosure in the Compensation Discussion and Analysis (CD&A) and the board Compensation Committee Report. The compensation program should comply with the Compensation Committee’s equity policy and should reflect an understanding of the total cost of executive compensation to shareholders.

          In pursuit of these goals, the board should ensure that compensation plans include performance measures aligned with the company’s short- and long-term strategic objectives. The Compensation Committee should ensure that the CD&A provides shareholders with a clear and comprehensive explanation of the company’s compensation program, including the design, metrics, structure and goals of the program.

          Because TIAA-CREF is a long-term investor, we support compensation policies that promote and reward creation of long-term shareholder value. In our review of compensation plans, we will assess the performance objectives established by compensation committees and the linkage of compensation decisions to the attainment of those objectives.

          Executive compensation should be based on the following principles:

1.	Compensation plans should encourage employees to increase productivity, meet competitive challenges and achieve performance goals that will lead to the creation of long-term shareholder value.
2.	Compensation should be objectively linked to appropriate measures of company performance, such as earnings, return on capital or other relevant financial or operational parameters that are affected by the decisions of the executives being compensated.
3.	Compensation should include cash, equity and long-term incentives as appropriate to meet the company’s competitive and business goals.
4.	Compensation plans should be based on a performance measurement cycle that is consistent with the business cycle of the corporation.
5.	Compensation levels and incentives should be based on each executive’s responsibilities and achievements as well as overall corporate performance.
6.	In addition to being performance based, executive compensation should be reasonable by prevailing industry standards, appropriate to the company’s size and complexity, and fair relative to pay practices throughout the company.
7.	While Compensation Committees should consider comparative industry pay data, it should be used with caution.
8.	Surveys that call for use of stock options inconsistent with the board’s equity policy or clearly in excess of levels that can be justified to shareholders should be disregarded.
9.	Compensation Committees should work only with consultants that are independent of management.
10.	Consistent with SEC requirements, the CD&A should provide shareholders with a plain English narrative analysis of the data that appear in the compensation tables. The CD&A should explain the compensation program in sufficient detail to enable a reasonable investor to calculate the total cost and value of executive compensation, to understand its particular elements, metrics and links to performance, and to evaluate the board’s and executive management’s underlying compensation philosophy, rationale and goals.
11.	Companies should disclose and explain the reasons for any differences in the peer group of companies used for strategic and business purposes and the peer group used for compensation decisions.
12.	Compensation plans and policies should specify conditions for the recovery (clawback) of incentive or equity awards based upon reported results that have been subsequently

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restated and that have resulted in unjust enrichment of named executive officers.

          A. Equity-Based Compensation

          Oversight of Equity-Based Plans

          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, particularly stock options, has increased in recent years. Amended rules requiring companies to account for the cost of stock options as an expense on grant date provide an incentive for companies to exercise restraint in the use of options. SEC disclosure guidelines should further deter excesses in equity plans. However, in all cases it is the board of directors that is responsible for oversight of the company’s equity compensation programs and for the adequacy of their disclosure.

          Composition of Equity-Based Plans

          In general, equity-based compensation should be based upon the following principles:

1.	The use of equity in compensation programs should be determined by the board’s equity policy. Dilution of shareholder equity should be carefully considered and managed, not an unintended consequence.
2.	As required by exchange listing standards, 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 use of restricted stock and option grants. Restricted stock, which aligns the interests of executives with shareholders, permits the value to the recipient and the cost to the corporation to be determined easily and tracked continuously.
4.	Equity-based plans should be judicious in the use of stock options. When used inappropriately, option grants can provide incentives for management to focus on the company’s short-term stock price rather than long-term performance.
5.	When stock options are awarded, a company should consider: (i) performance-based options which set performance hurdles to achieve vesting; (ii) premium options with vesting dependent on a predetermined level of stock appreciation; or (iii) indexed options with a strike price tied to an index.
6.	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 recipient’s total cash compensation.
7.	Equity-based plans should establish minimum vesting requirements and avoid accelerated vesting.
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 executive stock ownership requirements for directors and company executives.
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.	Consistent with SEC guidelines, companies should fully disclose the size of equity grants, their estimated value to recipients and their current and projected cost to the company. Performance goals and hurdle rates should be transparent. Disclosure should include plan provisions that could have a material impact on the number and value of the shares distributed.
12.	Disclosure should include information about the extent to which individual managers have hedged or otherwise reduced their exposure to changes in the company’s stock price.

          B. Perquisites

          When awarding perquisites to senior executives, the board should be guided by the same principles of reasonableness, fairness, equity and transparency that govern other components of compensation plans. Perquisites can be overly complex, with potential for unintended and excessive value transfer to management and unanticipated costs and public relations problems for the company. Perquisites may be needed for purposes of executive security or efficiency, which should be disclosed. In principle, however, boards should minimize perquisites and give priority to other forms of compensation.

          C. Supplemental Executive Retirement Plans

          Supplemental executive retirement plans (SERPs) may be used to supplement “qualified” pension entitlements, but should be reasonable and should not enhance retirement benefits excessively. When designing SERPs, compensation committees should consider the value of SERP programs as part of an executive’s total compensation package. They should also be sensitive to issues of internal pay equity. The following principles should guide the development of SERPs:

1.	The eligibility requirements and terms of SERPs to named executive officers should be fully disclosed.
2.	The value of the supplemental payment to which each named executive officer is entitled and the total cost of all supplemental plan obligations should be estimated and disclosed.
3.	“Constructive credit” may be used to replicate full service credit, but should not exceed it.
4.	Lump-sum distributions of SERPs may be appropriate in some circumstances. The discount rate used to calculate the lump-sum value of the pension entitlement should approximate the reinvestment rate available at retirement and should be disclosed.

          D. Executive Contracts

          Overly generous executive employment contracts, retention agreements and severance arrangements can result in excessive wealth transfer and expose the company to liability and unintended costs. The terms of contracts with named executive officers should be disclosed in detail with an estimation of their total cost. Companies should avoid providing by contract excessive perquisites either during employment or in the post-retirement period. Severance agreements should avoid payments to executives when they are terminated for misconduct, gross mismanagement or other reasons constituting a “for

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cause” termination. As in other areas, reasonableness, competitive practice and full disclosure are requirements, and such contracts should be in the best interest of the company and its shareholders.

VII. TIAA-CREF Corporate Governance Program

          TIAA-CREF’s corporate governance program is based on our mission to help secure the long-term financial future of our participants. Consistent with this mission and our fiduciary duty to our participants, TIAA-CREF is committed to engagement with portfolio companies for the purpose of creating economic value, improving long-term performance and reducing financial and reputational risks.

          A. Engagement Policy and Practices

          Our preference is to engage privately with portfolio companies when we perceive shortcomings in their governance (including environmental and social issues) or their performance. This strategy of “quiet diplomacy” reflects our belief that informed dialogue with board members and senior executives, rather than public confrontation, will most likely lead to a mutually productive outcome.

          TIAA-CREF’s Corporate Governance Group administers a program of active monitoring and engagement with portfolio companies under the auspices of the standing trustee Committees on Corporate Governance and Social Responsibility.

          We target portfolio companies for engagement based on research and evaluation of their governance and performance. Governance reviews are supplemented by analysis of companies’ 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-CREF’s investment performance, their relevance to the marketplace, the level of public interest, the applicability of our policies, the views of TIAA-CREF’s participants and institutional clients and the judgment of our trustees.

          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-CREF’s engagement program involves many different activities and initiatives, including the following:

• submit shareholder resolutions

• withhold or vote against one or more directors

• request other investors to support our initiative

• engage in public dialogue and commentary

• conduct a proxy solicitation

• engage in collective action with other investors

• support an election contest or change of control transaction

• seek regulatory or legislative relief

• commence or support litigation

• pursue other enforcement or compliance remedies

          B. Proxy Voting

          Proxy voting is a key component of TIAA-CREF’s oversight and engagement program. It is our primary method for exercising our shareholder rights and influencing the behavior of portfolio companies. TIAA-CREF commits substantial resources to making informed voting decisions in furtherance of our mission and in compliance with the securities laws and other applicable regulations.

          TIAA-CREF’s voting policies, established by the trustees and set forth in this Policy Statement, are administered on a case-by-case basis by the staff of our Corporate Governance Group. The staff has access to research reports from third-party advisory firms, seeks input from our Asset Management Group and, where appropriate, confers directly with trustees. Annual disclosure of our proxy votes is available on our website and on the website of the Securities and Exchange Commission.

          C. Influencing Public Policy and Regulation

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 and protect shareholder rights.
4.	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 and shareholder rights.
5.	TIAA-CREF submits written comments on regulatory proposals and testifies before various governmental bodies, administrative agencies and self-regulatory organizations.
6.	TIAA-CREF participates in corporate governance conferences and symposia in the United States and abroad.

          D. Divestment

          TIAA-CREF is committed to engagement with companies rather than divestment of their securities. This policy 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. In addition, divestment is not an option in segments of our portfolio that track market indices, as we are required to invest in all companies included in an index. 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.

          As a matter of general investment policy, TIAA-CREF’s trustees and its Asset Management Group may consider divesting or underweighting a company’s stock from actively managed accounts in cases where they conclude that the financial or reputational risks from a company’s policies or activities are so great that continued ownership of its stock is no longer prudent.

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VIII. International Governance

          With an increasing share of our assets invested in equities of companies listed on foreign markets and with international holdings in over 50 countries, TIAA-CREF is recognized as one of the most influential investors in the world. We have a long history of acting on behalf of our participants 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.

          We believe 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. We recognize that companies outside the United States are subject to different laws, standards and customs. We are mindful that cultural differences must be respected. At the same time, we recognize our responsibility to promote global governance standards that help strengthen shareholder rights, increase accountability and improve the performance of portfolio companies.

          TIAA-CREF has endorsed many of the governance standards of international associations and shareholder organizations. We agree with the widely-held view that 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 less developed countries seek to deal with the following problems:

• Listed companies dominated by controlling shareholders often blend characteristics of private and public companies, giving management and insiders too much power and shareholders too little.

• Foreign governments retain ownership in many local listed companies and exercise special powers that interfere with capital market efficiency.

• Shareholder rights are not fully developed in many countries, increasing investment risk.

• Legal and regulatory systems are still underdeveloped and means of enforcement can often be lacking.

• Basic governance standards of board accountability and independence, full and timely disclosure and financial transparency are in many cases still only aspirational.

• Operational inefficiencies such as share blocking and clustering of shareholder meetings impede investor communications and proxy voting.

• Ambivalence about shareholder activism, control contests and takeover bids undermines management accountability and market vitality.

TIAA-CREF’s international governance program involves both engagement with targeted portfolio companies and broad-based initiatives, often in conjunction with global governance organizations. We are willing to form strategic partnerships and collaborate with other institutional investors to increase our influence in foreign markets. We support regional efforts initiated by investor groups to improve local governance practices in line with global standards. We sponsor academic research, surveys and other activities that we believe will contribute to positive developments regionally.

          In addition to maintaining a leadership role as an advocate for shareholder rights and good governance globally, TIAA-CREF is committed to voting our shares in international companies. Our trustees regularly update our international proxy voting policies and guidelines as new developments occur in the various markets. Our Proxy Voting Group is familiar with voting procedures in every country where we invest. We promote reforms needed to eliminate cross-border voting inefficiencies and to improve the mechanics of proxy voting globally.

          We believe that basic corporate disclosure and proxy voting standards applicable to all public companies around the world should include the following:

• The one-share, one-vote principle should apply to all publicly traded companies to ensure that shareholders’ voting power is aligned with their economic interest.

• Voting caps and super voting rights should be eliminated.

• Companies should treat all shareholders equally, equitably and fairly to ensure that minority and foreign shareholders are protected and that government-controlled securities are not given special rights.

• Companies should distribute disclosure documents in a timely fashion, preferably no less than 28 days before shareholder meetings so that international investors can make informed voting decisions and have sufficient time to vote their shares.

• Annual meeting agendas and disclosure documents should be published in English whenever a company has substantial international ownership.

• Companies should work to achieve transparency through disclosure and accounting practices that are acceptable under international governance and accounting standards.

• Companies should provide information on director qualifications, independence, affiliations, related party transactions, executive compensation, conflicts of interest and other relevant governance information.

• Shareholders should be able to vote their shares without impediments such as share blocking, beneficial owner registration, voting by show of hands or other unreasonable requirements.

• Shareholders should have the right to vote on separate and distinct issues; companies should not bundle disparate proposals.

• Voting results should be disclosed promptly after shareholder meetings and procedures should be available to audit and verify the outcome.

• Shareholders should receive confirmation that their votes have been received and tabulated.

• In addition, preemptive rights may have distinct value to shareholders in jurisdictions outside of the United States. For domestic companies, TIAA-CREF does not object to the elimination of preemptive rights, which can impede a company’s ability to raise capital efficiently.

TIAA-CREF Institutional Mutual Funds § Statement of Additional Information  B-57

IX. Environmental and Social Issues

          TIAA-CREF recognizes that as a matter of good corporate governance and from the perspective of shareholder value, boards should carefully consider the strategic impact of issues relating to the environment and social responsibility. There is a growing body of research examining the economic consequences of companies’ efforts to promote good environmental and social practices. We support companies’ efforts to evaluate the strategic relevance of these factors, including their impact on business risk, reputation, competitive position and opportunities for growth.

          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. Directors should encourage dialogue on these issues between the company and its investors, employees, customers, suppliers and the larger community. The goal of our policy is to ensure that the board and management include environmental and social responsibility in their business planning and that they disclose relevant information and decisions to shareholders.

          While our policies are not intended to be prescriptive, we believe that companies and boards should pay careful attention to the following issues in the course of their strategic planning:

• Environment: the short-term and long-term impact of the company’s operations and products on the local and global environment.

• Human Rights: the company’s labor and human rights policies and practices and their applicability through the supply and distribution chains.

• Diversity: the company’s efforts to promote equal employment opportunities and fair treatment for all segments of the populations it serves.

• Product Responsibility: the company’s attention to the safety and potential impact of its products and services.

• Society: the company’s diligence in reviewing all its activities to ensure they do not negatively affect the common good of the communities in which it operates.

Our guidelines for voting on some of the more common environmental and social resolutions are set forth in the Voting Guidelines included in Appendix A.

X. Securities Lending Policy

          TIAA-CREF believes that as a matter of good corporate governance shareholders have a responsibility to exercise their ownership rights with diligence and care. At the same time, however, institutional investors have a fiduciary duty to generate optimal financial returns for their beneficiaries. Balancing these two responsibilities — acting as responsible owners while maximizing value — can create a dilemma for institutional investors in choosing between short-term and long-term strategies. Stock lending practices can create such a potential conflict — whether to recall loaned stock in order to vote, or not to recall in order to preserve lending fee revenue.

          To address these issues, TIAA-CREF has developed a securities lending policy governing its practices with respect to stock lending and proxy voting. The policy delineates the factors to be considered in determining when we should lend shares and when we should recall loaned shares in order to vote them.

          Even after we lend the securities of a portfolio company, we continue to monitor whether income from lending fees is of greater value than the voting rights that have passed to the borrower. Using the factors set forth in our policy, we conduct an analysis of the relative value of lending fees versus voting rights in any given situation. We will recall shares when we believe the exercise of voting rights may be necessary to maximize the long-term value of our investments despite the loss of lending fee revenue.

          Our Asset Management and lending staff, in consultation with our governance staff, are responsible for analyzing these issues, conducting the cost/benefit analysis and making determinations about restricting, lending and recalling securities consistent with this policy.

APPENDIX A: PROXY VOTING GUIDELINES

TIAA-CREF Proxy Voting Guidelines

          TIAA-CREF’s voting practices are guided by our mission and fiduciary duty to our participants. As indicated in this Policy Statement, we monitor portfolio companies’ governance, social and environmental practices to ensure that boards consider these factors in the context of their strategic deliberations.

          The following guidelines are intended to assist portfolio companies, participants and other interested parties in understanding how TIAA-CREF is likely to vote on governance, compensation, social and environmental issues. The list is not exhaustive and does not necessarily represent how TIAA-CREF will vote at any particular company. In deciding how to vote, the Corporate Governance staff takes into account many factors, including input from our Asset Management Group and third-party research. We consider specific company context, including governance practices and financial performance. It is our belief that a one-size-fits-all approach to proxy voting is not appropriate.

          We establish voting policies with respect to both management proposals and shareholder resolutions. Our proxy voting decisions with respect to shareholder resolutions may be influenced by several additional factors: (i) whether the shareholder resolution process is the appropriate means of addressing the issue; (ii) whether the resolution promotes good corporate governance and is related to economic performance and shareholder value; and (iii) whether the information and actions recommended by the resolution are reasonable and practical. In instances where we agree with the concerns raised by proponents but do not believe that the policies or actions requested are appropriate, TIAA-CREF will generally abstain on the resolution.

          Where appropriate, we will accompany our vote with a letter of explanation.

Guidelines for Board-Related Issues

Policy Governing Votes on Directors:

          TIAA-CREF will consider withholding or voting against some or all directors in the following circumstances:

• When TIAA-CREF trustees conclude that the actions of directors are unlawful, unethical, negligent, or do not meet fiduciary standards of care and loyalty, or are otherwise not in the best interest of shareholders. Such actions would include: issuance of backdated or spring loaded options,

B-58  Statement of Additional Information § TIAA-CREF Institutional Mutual Funds

	excessively dilutive equity grants, egregious compensation practices, unequal treatment of shareholders, adoption of inappropriate antitakeover devices, unjustified dismissal of auditors.
•	When directors have failed to disclose, resolve or eliminate conflicts of interest that affect their decisions.
•	When less than a majority of the company’s directors are independent, by TIAA-CREF standards of independence.

          In cases where TIAA-CREF decides to withhold or vote against the entire board of directors, we will also abstain or vote against a provision on the proxy granting discretionary power to vote on “other business” arising at the shareholders meeting.

          Majority Vote for the Election of Directors:

          General Policy: As indicated in Section III of this Policy Statement, TIAA-CREF will generally support shareholder resolutions asking that companies amend their governance documents to provide for director election by majority vote.

          Proxy Access Proposals:

          General Policy: TIAA-CREF will generally support shareholder resolutions seeking to establish reasonable conditions and procedures for shareholders to include their director candidates on a company’s proxy and ballot.

          Reimbursement of Expenses for Dissident Shareholder Nominees:

          General Policy: TIAA-CREF will consider on a case-by-case basis shareholder resolutions asking that the company reimburse certain expenses related to the cost of dissident short-slate director campaigns or election contests.

          Annual Election of Directors:

          General Policy: TIAA-CREF will generally support shareholder resolutions asking that each member of the board stand for reelection annually.

          Cumulative Voting:

          General Policy: TIAA-CREF will generally not support proposals asking that shareholders be allowed to cumulate votes in director elections, as this practice may encourage the election of “special interest” directors.

Guidelines for Other Governance Issues

          Separation of Chairman and Chief Executive Officer:

          General Policy: TIAA-CREF will consider on a case-by-case basis shareholder resolutions seeking to separate the positions of CEO and board chair or to appoint a lead director. We will generally support such resolutions when a company’s corporate governance practices or financial performance are deficient.

          Ratification of Auditor:

          General Policy: TIAA-CREF will generally support the board’s choice of auditor. However, TIAA-CREF will consider voting against the ratification of an audit firm where nonaudit fees are excessive, where the firm has been involved in conflict of interest or fraudulent activities in connection with the company’s audit, or where the auditors’ independence is questionable.

          Supermajority Vote Requirements:

          General Policy: TIAA-CREF will generally support shareholder resolutions asking for the elimination of supermajority vote requirements.

          Dual-Class Common Stock and Unequal Voting Rights:

          General Policy: TIAA-CREF will generally support shareholder resolutions asking for the elimination of dual classes of common stock with unequal voting rights or special privileges.

          Antitakeover Devices (Poison Pills):

          General Policy: TIAA-CREF will consider on a case-by-case basis proposals relating to the adoption or rescision of anti-takeover devices with attention to the following criteria:

• Whether the company has demonstrated a need for anti-takeover protection;

• Whether the provisions of the device are in line with generally accepted governance principles;

• Whether the company has submitted the device for shareholder approval;

• Whether the proposal arises in the context of a takeover bid or contest for control.

          TIAA-CREF will generally support shareholder resolutions asking to rescind or put to a shareholder vote antitakeover devices that were adopted without shareholder approval.

          Reincorporation:

          General Policy: TIAA-CREF will generally vote against management proposals asking shareholders to approve reincorporation to a new domicile if we believe the objective is to take advantage of laws or judicial interpretations that provide antitakeover protection or otherwise reduce shareholder rights.

Guidelines for Compensation Issues

          Equity-Based Compensation Plans:

          General Policy: TIAA-CREF will review equity-based compensation plans on a case-by-case basis, giving closer scrutiny to companies where plans include features that are not performance-based or where total potential dilution from equity compensation exceeds 10%.

          Comment: TIAA-CREF understands that companies need to attract and retain capable executives in a competitive market for executive talent. We take competitive factors into consideration whenever voting on matters related to compensation, particularly equity compensation. As a practical matter, we recognize that more dilutive broad-based plans may be appropriate for human-capital intensive industries and for small- or mid-capitalization firms and start-up companies.

          Red Flags:

• Excessive Equity Grants: TIAA-CREF will examine a company’s 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.

• Lack of Minimum Vesting Requirements: TIAA-CREF believes that companies should establish minimum vesting

TIAA-CREF Institutional Mutual Funds § Statement of Additional Information  B-59

	guidelines for senior executives who receive stock grants. Vesting requirements help influence executives to focus on maximizing the company’s long-term performance rather than managing for short-term gain.
•	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.
•	Insufficient Executive Stock Ownership: TIAA-CREF supports equity ownership requirements for senior executives and directors. Whether or not equity is a significant portion of compensation, sufficient stock ownership should be required to align executives’ and board members’ interests with those of shareholders.
•	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.
•	Mega Grants: TIAA-CREF will generally not support mega grants. A company’s 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.
•	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.
•	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.
•	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 minimum vesting and/or performance requirements.
•	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.

          Performance-Based Equity Compensation:

          General Policy: TIAA-CREF will generally support shareholder resolutions seeking alignment between executive compensation and performance.

          Advisory Vote on Compensation Disclosure:

          General Policy: TIAA-CREF will generally support shareholder resolutions seeking an advisory vote on companies’ compensation disclosure.

          Limits on Executive Compensation:

          General Policy: TIAA-CREF will generally vote against shareholder resolutions seeking to impose limits on executive pay by use of arbitrary ratios or pay caps.

          Clawback Policies:

          General Policy: TIAA-CREF will vote on a case-by-case basis with respect to shareholder resolutions seeking the establishment of clawback policies.

          Golden Parachutes:

          General Policy: TIAA-CREF will generally support shareholder resolutions seeking shareholder approval of “golden parachute” severance agreements that exceed IRS guidelines.

          Supplemental Executive Retirement Plans:

          General Policy: TIAA-CREF will vote on a case-by-case basis with respect to shareholder resolutions seeking to establish limits on the benefits granted to executives in SERPs.

Guidelines for Environmental and Social Issues

          As indicated in Section IX, TIAA-CREF will generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s 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.

          Environment

          Global Warming and Climate Change:

          General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions and the impact of climate change on a company’s business activities.

          Comment: The level of a company’s greenhouse gas emissions and its vulnerability to climate change may represent both short-term and long-term potential risks. Companies and boards should analyze the impact of climate change on their business and disclose this information.

          Use of Natural Resources:

          General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s use of natural resources, the impact on its business of declining resources and its plans to improve energy efficiency or to develop renewable energy alternatives.

B-60  Statement of Additional Information § TIAA-CREF Institutional Mutual Funds

          Comment: These considerations should be a part of the strategic deliberations of boards and managers and the company should disclose the results of such deliberations.

          Impact on Community:

          General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful community impacts or other hazards that result from its operations or activities.

          Comment: Community hazards at business facilities may expose companies to such risks as regulatory penalties, legal liability, diminished reputation, increased cost and loss of market share. Conversely, the elimination of hazards may improve competitiveness and provide business opportunities.

          Human Rights

          Human Rights Code of Conduct and Global Labor Standards:

          General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking a review of a company’s internal labor standards, the establishment of global labor standards or the adoption of codes of conduct relating to human rights.

          Comment: Adoption and enforcement of human rights codes and fair labor standards can help a company protect its reputation, increase worker productivity, reduce liability, improve customer loyalty and gain competitive advantage.

          Community

          Corporate Response to Global Health Risks:

          General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to the potential impact of HIV, AIDS, Avian Flu and other pandemics and global health risks on a company’s operations and long-term growth.

          Comment: Global health considerations should be factored into the strategic deliberations of boards and managers, and companies should disclose the results of such deliberations.

          Corporate Political Influence:

          General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s lobbying efforts and contributions to political parties or political action committees.

          Comment: Given increased public scrutiny of corporate lobbying activities and campaign contributions, we believe it is the responsibility of company boards to review and disclose the use of corporate assets for political purposes.

          Corporate Philanthropy:

          General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities. However, TIAA-CREF will vote against resolutions that promote a political agenda or a special interest or that unreasonably restrict a company’s corporate philanthropy.

          Comment: We believe that boards should disclose their corporate charitable contributions to avoid any actual or perceived conflicts of interest.

          Diversity

          General Policies:

• TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s nondiscrimination policies and practices, or seeking to implement such policies, including equal employment opportunity standards.

• TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce diversity.

• TIAA-CREF will generally vote against special purpose or discriminatory resolutions, such as those recommending that sexual orientation not be covered under equal employment opportunity policies.

          Comment: Promoting diversity and maintaining inclusive workplace standards can help companies attract and retain a talented and diverse workforce and compete more effectively.

          Product Responsibility

          General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to the safety and impact of a company’s products on the customers and communities it serves.

          Comment: Companies that demonstrate ethical behavior and diligence with regard to product safety and suitability can avoid reputational and liability risks and strengthen their competitive position.

          Tobacco

          General Policies:

• 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 youth exposure to tobacco products.

• TIAA-CREF will generally not support resolutions seeking to alter the investment policies of financial institutions or to require divestment of tobacco company stocks.

          Comment: Effectively addressing these concerns can help companies protect their reputation and reduce legal liability risk.

TIAA-CREF Institutional Mutual Funds § Statement of Additional Information  B-61

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730 Third Avenue
New York, NY 10017-3206

Printed on recycled paper A10875
02/08

STATEMENT OF ADDITIONAL INFORMATION

TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

TIAA-CREF
LIFECYCLE FUNDS

FEBRUARY 1, 2008

Lifecycle 2010 Fund
Lifecycle 2015 Fund
Lifecycle 2020 Fund
Lifecycle 2025 Fund
Lifecycle 2030 Fund
Lifecycle 2035 Fund
Lifecycle 2040 Fund
Lifecycle 2045 Fund
Lifecycle 2050 Fund
Lifecycle Retirement Income Fund

This Statement of Additional Information (“SAI”) contains additional information that you should consider before investing in the Lifecycle Funds, investment portfolios or “Funds” of the TIAA-CREF Institutional Mutual Funds (the “Trust”). The SAI is not a prospectus, but is incorporated by reference into and is made part of the Lifecycle Funds’ Institutional Class prospectus, Retirement Class prospectus and Retail Class prospectus, each dated February 1, 2008 (each, a “Prospectus”). Each Prospectus may be obtained by writing the Funds at TIAA-CREF Institutional Mutual Funds, P.O. Box 1259, Charlotte, NC 28201 or by calling 877 518-9161. The SAI should be read in conjunction with the Prospectuses.

This SAI describes ten Lifecycle Funds. Each Fund offers Retirement Class and Institutional Class shares. The Lifecycle Retirement Income Fund also offers Retail Class shares.

Capitalized terms used, but not defined, herein have the same meaning as in the Prospectuses.

TABLE OF CONTENTS
B-2	Investment Objectives, Policies, and Restrictions
B-2	Fundamental Policies
B-3	Investment Policies
B-18	Management of the Trust
B-18	The Board of Trustees
B-18	Trustees and Officers
B-20	Equity Ownership of the Trustees
B-21	Trustee and Officer Compensation
B-21	Board Committees
B-22	Proxy Voting Policies
B-23	Principal Holders of Securities
B-23	Investment Advisory and Other Services
B-24	Retirement Class Service Agreement
B-24	Underwriters
B-24	Custodian, Transfer Agent and Fund Accounting Agent
B-24	Independent Registered Public Accounting Firm
B-24	Personal Trading Policy
B-24	Information about the Lifecycle Funds’ Portfolio Management Team
B-24	Structure of Compensation for Portfolio Managers
B-25	Additional Information Regarding Portfolio Managers
B-25	Potential Conflicts of Interest of Advisors and Portfolio Managers
B-26	Disclosure of Portfolio Holdings

B-27	About the Trust and the Shares
B-27	Class Structure
B-27	Distribution (12b-1) Plans
B-28	Indemnification of Shareholders
B-28	Indemnification of Trustees
B-28	Limitation of Fund Liability
B-28	Shareholder Meetings and Voting Rights
B-28	Shares
B-29	Additional Funds or Classes
B-29	Dividends and Distributions
B-29	Pricing of Shares
B-29	Investments for Which Market Quotations Are Readily Available
B-29	Special Valuation Procedures for the Money Market Fund
B-30	Options and Futures
B-30	Investments for Which Market Quotations Are Not Readily Available
B-30	Tax Status
B-34	Brokerage Allocation
B-35	Directed Brokerage
B-35	Legal Matters
B-35	Experts
B-35	Financial Statements
B-36	Appendix: TIAA-CREF Policy Statement on Corporate Governance

INVESTMENT OBJECTIVES, POLICIES, AND RESTRICTIONS

          The investment objectives and policies of each Lifecycle Fund are discussed in the Lifecycle Funds’ Prospectuses. Because each Lifecycle Fund invests in Underlying Funds, investors in each Lifecycle Fund will be affected by an Underlying Fund’s investment strategies in direct proportion to the amount of assets the Lifecycle Fund allocates to the Underlying Fund pursuing such strategies. Accordingly, each Lifecycle Fund is subject to the same risks as the Underlying Funds in direct proportion to the allocation of its assets among the Underlying Funds. The following discussion of investment policies and restrictions supplements the descriptions in the Prospectuses as well as the prospectuses of the Underlying Funds.

          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, each Lifecycle Fund’s investment objective, policies and principal investment strategies described in the Prospectuses, as well as the investment restrictions contained in “Investment Policies” below, are not fundamental and therefore may be changed by the Trust’s board of trustees (the “Board of Trustees” or the “Board”) at any time.

          Each Lifecycle Fund is classified as diversified under the 1940 Act. In addition, each Lifecycle 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 stated otherwise, each of the following investment policies and risk considerations apply to each Lifecycle Fund.

FUNDAMENTAL POLICIES

          The following restrictions are fundamental policies of each Lifecycle Fund:

1.	The Lifecycle Fund will not issue senior securities except as permitted by law.
2.	The Lifecycle 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 33 1/3% of the market value of that Fund’s 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 Fund’s total assets taken at market value at the time of borrowing).
3.	The Lifecycle Fund will not underwrite the securities of other companies, except to the extent that it may be deemed an underwriter in connection with the disposition of securities from its portfolio.
4.	The Lifecycle Fund will not purchase real estate or mortgages directly, except that the Fund may invest in investment vehicles that purchase real estate or mortgages directly.
5.	The Lifecycle Fund will not purchase commodities or commodities contracts, except to the extent futures are purchased as described herein.
6.	The Lifecycle Fund will not lend any security or make any other loan if, as a result, more than 331/3% of its total assets would be lent to other parties, but this limit does not apply to repurchase agreements.
7.	The Lifecycle 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.
8.	The Lifecycle Fund 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).

B-2  Statement of Additional Information § TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds

With respect to investment restriction number 8, each Lifecycle Fund may invest more than 25% of its assets in any one Underlying Fund. For concentration purposes, each Lifecycle Fund will look through to the holdings of its affiliated Underlying Funds to assess its industry concentration. Currently, neither any of the Lifecycle Funds nor any of the Underlying Funds concentrates, or intends to concentrate, its investments in a particular industry.

9.

The Lifecycle 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 and instrumentalities or securities of other investment companies, or hold more than 10% of the outstanding voting securities of any one issuer.

INVESTMENT POLICIES

          The following policies and restrictions are non-fundamental policies. These restrictions may be changed without the approval of the shareholders in the affected Lifecycle Fund. Since each Lifecycle Fund will invest primarily in shares of other investment companies, rather than investing directly in individual securities, the investment policies listed below are applicable to the Underlying Funds in which the Lifecycle Funds invest.

          Non-Equity Investments of the Equity Underlying Funds. The equity Underlying Funds (the “Equity Funds”) can, in addition to common stocks, hold other types of securities with equity characteristics, such as convertible bonds, preferred stock, warrants and depository receipts or rights. Pending more permanent investments or to use cash balances effectively, these Funds can hold the same types of money market instruments the TIAA-CREF Institutional Money Market Fund invests in (as described in the Underlying Funds’ prospectuses), as well as other short-term instruments. These other instruments are similar to the instruments the Money Market Fund holds, but they have longer maturities than the instruments allowed in the Money Market Fund, or else do not meet the requirements for “First Tier Securities.”

          When market conditions warrant, the Equity Funds can invest directly in debt securities similar to those the Bond Fund may invest in. The Equity Funds can also hold debt securities that they acquire because of mergers, recapitalizations or otherwise.

          The Equity Funds also can invest in options and futures, as well as newly developed financial instruments, such as equity swaps and equity-linked fixed-income securities, so long as these are consistent with their investment objectives and regulatory requirements.

          Temporary Defensive Positions. During periods when Teachers Advisors, Inc. (“Advisors”), the investment adviser for the Underlying Funds, believes there are unstable market, economic, political or currency conditions domestically or abroad, Advisors may assume, on behalf of an Underlying Fund, a temporary defensive posture and (1) without limitation hold cash and/or invest in money market instruments, or (2) restrict the securities markets in which the Underlying Fund’s assets will be invested by investing those assets in securities markets deemed by Advisors to be conservative in light of the Fund’s investment objective and policies. Under normal circumstances, each Underlying Fund may invest a portion of its total assets in cash or money market instruments for cash management purposes, pending investment in accordance with the Fund’s investment objective and policies and to meet operating expenses. To the extent that an Underlying Fund holds cash or invests in money market instruments, it may not achieve its investment objective.

          Credit Facility. The Underlying Funds and the Lifecycle Funds participate in a $1.5 billion unsecured revolving credit facility, for temporary or emergency purposes, including, without limitation, funding of shareholder redemptions that otherwise might require the untimely disposition of securities. Certain accounts or funds of the College Retirement Equities Fund (“CREF”), TIAA-CREF Life Funds and TIAA Separate Account VA-1, as well as certain other series of the Trust, each of which is managed by Advisors or an affiliate of Advisors, also participate in this credit facility. An annual commitment fee for the credit facility is borne by the participating Funds. Interest associated with any borrowing under the facility will be charged to the borrowing Funds at rates that are based on the Federal Funds Rate in effect during the time of the borrowing.

          If an Underlying Fund or Lifecycle Fund borrows money, it could leverage its portfolio by keeping securities it might otherwise have had to sell. Leveraging exposes a Fund to special risks, including greater fluctuations in net asset value in response to market changes.

          Illiquid Investments. The Board of Trustees of the Underlying Funds has delegated responsibility to Advisors for determining the value and liquidity of investments held by each Fund. Investments may be illiquid because of the absence of a trading market, making it difficult to value them or dispose of them promptly at an acceptable price. An Underlying Fund will not purchase or otherwise acquire any investment, if as a result, more than 15% (10% in the case of the Money Market Fund) of its net assets (taken at current value) would be invested in illiquid investments. Investments in illiquid securities posses risks of potential delays in resale. Limitations on resale may have an adverse effect on the marketability of portfolio securities and it may be difficult for the Underlying Fund to dispose of illiquid securities promptly or to sell such securities for their fair market value.

          Restricted Securities. The Underlying Funds may invest in restricted securities. A restricted security is one that has a contractual restriction on resale or cannot be resold publicly until it is registered under the Securities Act of 1933, as amended (the “1933 Act”). Restricted securities can be considered illiquid. However, certain types of restricted securities, including those that are eligible for sale to qualified institutional purchasers in reliance upon Rule 144A under the 1933 Act, may be determined to be liquid by Advisors pursuant to procedures adopted by the Board of Trustees. Purchases by an Underlying Fund of securities of foreign issuers offered and sold outside the United States may be considered liquid even though they are restricted.

          Preferred Stock. The Underlying Funds (except for Money Market Fund) can invest in preferred stock consistent with their investment objectives.

          Options and Futures. Each of the Underlying Funds (except for Money Market Fund) may engage in options (puts and calls) and futures strategies to the extent permitted by the Securities and Exchange Commission (“SEC”) and Commodity Futures Trading Commission (“CFTC”). The Underlying Funds are not

TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds § Statement of Additional InformationB-3

expected to use options and futures strategies in a speculative manner but rather they may use them primarily as hedging techniques or for cash management purposes.

          Options and futures transactions may increase an Underlying Fund’s transaction costs and portfolio turnover rate and will be initiated only when consistent with its investment objectives.

          Option-related activities could include: (1) the sale of covered call option contracts and the purchase of call option contracts for the purpose of closing a purchase transaction; (2) buying covered put option contracts, and selling put option contracts to close out a position acquired through the purchase of such options; and (3) selling call option contracts or buying put option contracts on groups of securities and on futures on groups of securities, and buying similar call option contracts or selling put option contracts to close out a position acquired through a sale of such options. This list of options-related activities is not intended to be exclusive, and each Underlying Fund may engage in other types of options transactions consistent with its investment objective and policies and applicable law.

          A call option is a short-term contract (generally for nine months or less) that gives the purchaser of the option the right but not the obligation to purchase the underlying security at a fixed exercise price at any time (American style) or at a set time (European style) prior to the expiration of the option regardless of the market price of the security during the option period. As consideration for the call option, the purchaser pays the seller a premium, which the seller retains whether or not the option is exercised. The seller of a call option has the obligation, upon the exercise of the option by the purchaser, to sell the underlying security at the exercise price. Selling a call option would benefit the seller if, over the option period, the underlying security declines in value or does not appreciate above the aggregate of the exercise price and the premium. However, the seller risks an “opportunity loss” of profits if the underlying security appreciates above the aggregate value of the exercise price and the premium.

          An Underlying Fund may close out a position acquired through selling a call option by buying a call option on the same security with the same exercise price and expiration date as the call option that it had previously sold on that security. Depending on the premium for the call option purchased by an Underlying Fund, the Underlying Fund will realize a profit or loss on the transaction on that security.

          A put option is a similar short-term contract that gives the purchaser of the option the right to sell the underlying security at a fixed exercise price at any time prior to the expiration of the option regardless of the market price of the security during the option period. As consideration for the put option, the purchaser pays the seller a premium, which the seller retains whether or not the option is exercised. The seller of a put option has the obligation, upon the exercise of the option by the purchaser, to purchase the underlying security at the exercise price. The buying of a covered put contract limits the downside exposure for the investment in the underlying security. The risk of purchasing a put is that the market price of the underlying stock prevailing on the expiration date may be above the option’s exercise price. In that case, the option would expire worthless and the entire premium would be lost.

          An Underlying Fund may close out a position acquired through buying a put option by selling an identical put option on the same security with the same exercise price and expiration date as the put option that it had previously bought on that security. Depending on the premium for the put option purchased by an Underlying Fund, the Underlying Fund would realize a profit or loss on the transaction.

          In addition to options (both calls and puts) on individual securities, there are also options on groups of securities, such as the options on the Standard & Poor’s 100 Index, which are traded on the Chicago Board Options Exchange. There are also options on futures of groups of securities such as the Standard & Poor’s 500 Index and the New York Stock Exchange Composite Index. The selling of such calls on groups of securities can be used in anticipation of, or in, a general market or market sector decline that may adversely affect the market value of an Underlying Fund’s portfolio of securities. To the extent that an Underlying Fund’s portfolio of securities changes in value in correlation with a given stock index, the sale of call options on the futures of that index would substantially reduce the risk to the portfolio of a market decline, and, by so doing, provides an alternative to the liquidation of securities positions in the portfolio with resultant transaction costs. A risk in all options, particularly the relatively new options on groups of securities and on the futures on groups of securities, is a possible lack of liquidity. This will be a major consideration of Advisors before it deals in any option on behalf of an Underlying Fund.

          There is another risk in connection with selling a call option on a group of securities or on the futures of groups of securities. This arises because of the imperfect correlation between movements in the price of the call option on a particular group of securities and the price of the underlying securities held in the portfolio. Unlike a covered call on an individual security, where a large movement on the upside for the call option will be offset by a similar move on the underlying stock, a move in the price of a call option on a group of securities may not be offset by a similar move in the price of securities held due to the difference in the composition of the particular group and the portfolio itself.

          To the extent permitted by applicable regulatory authorities, each Underlying Fund may purchase and sell futures contracts on securities or other instruments, or on groups or indices of securities or other instruments. The purpose of hedging techniques using financial futures is to protect the principal value of an Underlying Fund against adverse changes in the market value of securities or instruments in its portfolio, and to obtain better returns on investments than available in the cash market. Since these are hedging techniques, the gains or losses on the futures contract normally will be offset by losses or gains, respectively, on the hedged investment. Futures contracts also may be offset prior to the future date by executing an opposite futures contract transaction.

          A futures contract on an investment is a binding contractual commitment which, if held to maturity, generally will result in an obligation to make or accept delivery, during a particular future month, of the securities or instrument underlying the contract. By purchasing a futures contract — assuming a “long” position — Advisors will legally obligate an Underlying Fund to accept the future delivery of the underlying security or instrument and pay

B-4   Statement of Additional Information § TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds

the agreed price. By selling a futures contract — assuming a “short” position — Advisors legally will obligate an Underlying Fund to make the future delivery of the security or instrument against payment of the agreed price.

          Positions taken in the futures markets are not normally held to maturity, but are instead liquidated through offsetting transactions that may result in a profit or a loss. While futures positions taken by an Underlying Fund usually will be liquidated in this manner, an Underlying Fund may instead make or take delivery of the underlying securities or instruments whenever it appears economically advantageous to an Underlying Fund to do so. A clearing corporation associated with the exchange on which the futures are traded assumes responsibility for closing out positions and guarantees that the sale and purchase obligations will be performed with regard to all positions that remain open at the termination of the contract.

          A stock index futures contract, unlike a contract on a specific security, does not provide for the physical delivery of securities, but merely provides for profits and losses resulting from changes in the market value of the contract to be credited or debited at the close of each trading day to the respective accounts of the parties to the contract. On the contract’s expiration date, a final cash settlement occurs and the futures positions are closed out. Changes in the market value of a particular stock index futures contract reflect changes in the specified index of equity securities on which the future is based.

          Stock index futures may be used to hedge the equity investments of each Underlying Fund with regard to market (systematic) risk (involving the market’s assessment of overall economic prospects), as distinguished from stock specific risk (involving the market’s evaluation of the merits of the issuer of a particular security). By establishing an appropriate “short” position in stock index futures, Advisors may seek to protect the value of the Underlying Funds’ securities portfolios against an overall decline in the market for equity securities. Alternatively, in anticipation of a generally rising market, Advisors can seek to avoid losing the benefit of apparently low current prices by establishing a “long” position in stock index futures and later liquidating that position as particular equity securities are in fact acquired. To the extent that these hedging strategies are successful, an Underlying Fund will be affected to a lesser degree by adverse overall market price movements, unrelated to the merits of specific portfolio equity securities, than would otherwise be the case.

          Unlike the purchase or sale of a security, no price is paid or received by an Underlying Fund upon the purchase or sale of a futures contract. Initially, the Underlying Fund will be required to deposit in a segregated account with the broker (futures commission merchant) carrying the futures account on behalf of the Underlying Fund an amount of cash, U.S. Treasury securities, or other permissible assets equal to approximately 5% of the contract amount. This amount is known as “initial margin.” The nature of initial margin in futures transactions is different from that of margin in security transactions in that futures contract margin does not involve the borrowing of funds by the customer to finance the transactions. Rather, the initial margin is in the nature of a performance bond or good faith deposit on the contract that is returned to the Underlying Fund upon termination of the futures contract, assuming all contractual obligations have been satisfied. Subsequent payments to and from the broker, called “variation margin,” will be made on a daily basis as the price of the underlying stock index fluctuates making the long and short positions in the futures contract more or less valuable, a process known as “marking to the market.” For example, when an Underlying Fund has purchased a stock index futures contract and the price of the underlying stock index has risen, that position will have increased in value, and the Underlying Fund will receive from the broker a variation margin payment equal to that increase in value. Conversely, where an Underlying Fund has purchased a stock index futures contract and the price of the underlying stock index has declined, the position would be less valuable and the Underlying Fund would be required to make a variation margin payment to the broker. At any time prior to expiration of the futures contract, the Underlying Fund may elect to close the position by taking an opposite position that will operate to terminate the Underlying Fund’s position in the futures contract. A final determination of variation margin is then made, additional cash is required to be paid by or released to the Underlying Fund, and the Underlying Fund realizes a loss or a gain.

          There are several risks in connection with the use of a futures contract as a hedging device. One risk arises because of the imperfect correlation between movements in the prices of the futures contracts and movements in the securities or instruments that are the subject of the hedge. Advisors, on behalf of an Underlying Fund will attempt to reduce this risk by engaging in futures transactions, to the extent possible where, in Advisors’ judgment, there is a significant correlation between changes in the prices of the futures contracts and the prices of the Underlying Fund’s portfolio securities or instruments sought to be hedged. For example, it is possible that where an Underlying Fund has sold futures to hedge its portfolio against declines in the market, the index on which the futures are written may advance and the values of securities or instruments held in the Underlying Fund’s portfolio may decline. If this occurred, the Underlying Fund would lose money on the futures and also experience a decline in value in its portfolio investments. However, it is believed that over time the value of a Fund’s portfolio will tend to move in the same direction as the market indices that are intended to correlate to the price movements of the portfolio securities or instruments sought to be hedged.

          It is also possible that, for example, if an Underlying Fund has hedged against the possibility of a decline in the market adversely affecting stocks held in its portfolio and stock prices increased instead, the Underlying Fund will lose part or all of the benefit of increased value of those stocks that it has hedged because it will have offsetting losses in its futures positions. In addition, in such situations, if the Underlying Fund has insufficient cash, it may have to sell securities or instruments to meet daily variation margin requirements. Such sales may be, but will not necessarily be, at increased prices that reflect the rising market. The Underlying Fund may have to sell securities or instruments at a time when it may be disadvantageous to do so.

          In addition to the possibility that there may be an imperfect correlation, or no correlation at all, between movements in the futures contracts and the portion of the portfolio being hedged, the prices of futures contracts may not correlate perfectly with

TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds § Statement of Additional Information  B-5

movements in the underlying security or instrument due to certain market distortions. First, all transactions in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, investors may close futures contracts through offsetting transactions that could distort the normal relationship between the index and futures markets. Second, the margin requirements in the futures market are less onerous than margin requirements in the securities market, and as a result the futures market may attract more speculators than the securities market does. Increased participation by speculators in the futures market also may cause temporary price distortions. Due to the possibility of price distortion in the futures market and also because of the imperfect correlation between movements in the futures contracts and the portion of the portfolio being hedged, even a correct forecast of general market trends by Advisors still may not result in a successful hedging transaction over a very short time period.

          Each Underlying Fund may also use futures contracts and options on futures contracts to manage its cash flow more effectively. To the extent that an Underlying Fund enters into non-hedging positions, it will do so only in accordance with certain CFTC exemptive provisions that permit the Underlying Funds to claim an exclusion from the definition of a “commodity pool operator” under the Commodity Exchange Act. The Underlying Funds have claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act and the regulations thereunder, and, therefore, are not subject to registration or regulation as commodity pool operators.

          Other Investment Companies. Subject to certain exceptions and limitations, each Underlying Fund can invest up to 5% of its assets in any single investment company and up to 10% of its assets in other investment companies in the aggregate. However, no Underlying Fund can hold more than 3% of the total outstanding voting stock of any single investment company. These restrictions do not apply to the Lifecycle Funds’ investments in the Underlying Funds. Additionally, the Lifecycle Funds may invest in other investment companies besides the Underlying Funds for cash management and defensive purposes, such as exchange-traded funds (“ETFs”), subject to the limitations set forth above. Each Lifecycle Fund bears a proportionate share of the expenses of each Underlying Fund in which it invests and the Underlying Funds similarly will bear a proportionate share of the expenses of any investment companies in which they invest.

          Firm Commitment Agreements and Purchase of “When-Issued” Securities. Each Underlying Fund can enter into firm commitment agreements for the purchase of securities on a specified future date. Thus, the Underlying Funds may purchase, for example, issues of fixed-income instruments on a “when issued” basis, whereby the payment obligation, or yield to maturity, or coupon rate on the instruments may not be fixed at the time of the transaction. In addition, the Underlying Funds may invest in asset-backed securities on a delayed delivery basis. This reduces the Underlying Funds’ risk of early repayment of principal, but exposes the Underlying Funds to some additional risk that the transaction will not be consummated.

          When an Underlying Fund enters into a firm commitment agreement, liability for the purchase price — and the rights and risks of ownership of the securities — accrues to the Underlying Fund at the time it becomes obligated to purchase such securities, although delivery and payment occur at a later date. Accordingly, if the market price of the security should decline, the effect of the agreement would be to obligate the Underlying Fund to purchase the security at a price above the current market price on the date of delivery and payment. During the time the Underlying Fund is obligated to purchase such securities, it will be required to segregate assets. See “Segregated Accounts” below.

Debt Instruments Generally

          A debt instrument held by an Underlying Fund will be affected by general changes in interest rates that will, in turn, result in increases or decreases in the market value of the instrument. The market value of non-convertible debt instruments (particularly fixed-income instruments) in an Underlying Fund’s portfolio can be expected to vary inversely to changes in prevailing interest rates. In periods of declining interest rates, the yield of an Underlying Fund holding a significant amount of fixed-income instruments will tend to be somewhat higher than prevailing market rates, and in periods of rising interest rates, the Underlying Fund’s yield will tend to be somewhat lower. In addition, when interest rates are falling, money received by such an Underlying Fund from the continuous sale of its shares will likely be invested in portfolio instruments producing lower yields than the balance of its portfolio, thereby reducing the Underlying Fund’s current yield. In periods of rising interest rates, the opposite result can be expected to occur.

          Ratings as Investment Criteria. Nationally Recognized Statistical Rating Organization (“NRSRO”) ratings represent the opinions of those organizations as to the quality of securities that they rate. Although these ratings, which are relative and subjective and are not absolute standards of quality, are used by Advisors as one of many criteria for the selection of portfolio securities on behalf of the Funds, Advisors also relies upon its own analysis to evaluate potential investments.

          Subsequent to its purchase by an Underlying Fund, an issue of securities may cease to be rated or its rating may be reduced below the minimum required for purchase by the Fund. These events will not require the sale of the securities by the Fund. However, Advisors will consider the event in its determination of whether the Fund should continue to hold the securities. To the extent that a NRSRO’s rating changes as a result of a change in the NRSRO or its rating system, Advisors will attempt to use comparable ratings as standards for the Underlying Funds’ investments in accordance with their investment objectives and policies.

          Certain Investment-Grade Debt Obligations. Although obligations rated Baa by Moody’s Investors Service, Inc. (“Moody’s”) or BBB by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”), are considered investment grade, they may be viewed as being subject to greater risks than other investment-grade obligations. Obligations rated Baa by Moody’s are considered medium-grade obligations that lack outstanding investment characteristics and have speculative characteristics as well, while obligations rated BBB by S&P are regarded as having only an adequate capacity to pay principal and interest.

B-6  Statement of Additional Information § TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds

          U.S. Government Debt Securities. Some of the Underlying Funds may invest in U.S. Government securities. These include: debt obligations of varying maturities issued by the U.S. Treasury or issued or guaranteed by the Federal Housing Administration, Farmers Home Administration, Export-Import Bank of the United States, Small Business Administration, Government National Mortgage Association (“GNMA”), General Services Administration, any of the various institutions that previously were or currently are part of the Farm Credit System, including The National Bank for Cooperatives, The Farm Credit Banks, and the Banks for Cooperatives, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation (“FHLMC”), Federal Intermediate Credit Banks, Federal Land Banks, Federal National Mortgage Association (“FNMA”), Student Loan Marketing Association (“Sallie Mae”), Federal Deposit Insurance Corporation, Maritime Administration, Tennessee Valley Authority, and District of Columbia Armory Board. Direct obligations of the U.S. Treasury include a variety of securities that differ in their interest rates, maturities and issue dates. Certain of the foregoing U.S. Government securities are supported by the full faith and credit of the United States, whereas others are supported by the right of the agency or instrumentality to borrow an amount limited to a specific line of credit from the U.S. Treasury or by the discretionary authority of the U.S. Government or GNMA to purchase financial obligations of the agency or instrumentality. In contrast, certain of the foregoing U.S. Government securities are only supported by the credit of the issuing agency or instrumentality (e.g., GNMA). Because the U.S. Government is not obligated by law to support an agency or instrumentality that it sponsors or its securities, an Underlying Fund only invests in U.S. Government securities when Advisors determines that the credit risk associated with the obligation is suitable for the Fund.

          Risks of Lower-Rated, Lower-Quality Debt Instruments. Lower-rated debt securities (i.e., those rated Ba or lower by Moody’s or BB or lower by S&P) are sometimes referred to as “high-yield” or “junk” bonds. Each of the Underlying Funds may invest in lower-rated securities. In particular, the High-Yield Fund II will invest at least 80% of its net assets in below-investment- grade securities. These securities are considered, on balance, as predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation and will generally involve more credit risk than securities in the higher-rated categories. Reliance on credit ratings entails greater risks with regard to lower-rated securities than it does with regard to higher-rated securities, and Advisors’ success is more dependent upon its own credit analysis with regard to lower-rated securities than is the case with regard to higher-rated securities. The market values of such securities tend to reflect individual corporate developments to a greater extent than do higher-rated securities, which react primarily to fluctuations in the general level of interest rates. Such lower-rated securities also tend to be more sensitive to economic conditions than are higher-rated securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, regarding lower-rated bonds may depress prices and liquidity for such securities. To the extent an Underlying Fund invests in these securities, factors adversely affecting the market value of lower-rated securities will adversely affect the Funds’ net asset value (“NAV”). In addition, an Underlying Fund may incur additional expenses to the extent it is required to seek recovery upon a default in the payment of principal or interest on its portfolio holdings.

          An Underlying Fund may have difficulty disposing of certain lower-rated securities for which there is a thin trading market. Because not all dealers maintain markets in lower-rated securities, there is no established retail secondary market for many of these securities, and the Underlying Funds anticipates that they could be sold only to a limited number of dealers or institutional investors. To the extent there is a secondary trading market for lower-rated securities, it is generally not as liquid as that for higher-rated securities. The lack of a liquid secondary market for certain securities may make it more difficult for the Underlying Funds to obtain accurate market quotations for purposes of valuing an Underlying Fund’s assets. Market quotations are generally available on many lower-rated issues only from a limited number of dealers and may not necessarily represent firm bids of such dealers or prices for actual sales. When market quotations are not readily available, lower-rated securities must be valued by (or under the direction of) the Board of Trustees. This valuation is more difficult and judgment plays a greater role in such valuation when there is less reliable objective data available.

          Any debt instrument, no matter its initial rating may, after purchase by an Underlying Fund, have its rating lowered due to the deterioration of the issuer’s financial position. Advisors may determine that an unrated security is of comparable quality to securities with a particular rating. Such unrated securities are treated as if they carried the rating of securities with which Advisors compares them.

          Lower-rated debt securities may be issued by corporations in the growth stage of their development. They may also be issued in connection with a corporate reorganization or as part of a corporate takeover. Companies that issue such lower-rated securities are often highly leveraged and may not have available to them more traditional methods of financing. Therefore, the risk associated with acquiring the securities of such issuers is greater than is the case with higher-rated securities. For example, during an economic downturn or a sustained period of rising interest rates, highly-leveraged issuers of lower-rated securities may experience financial stress. During such periods, such issuers may not have sufficient revenues to meet their interest payment obligations. The issuer’s ability to service its debt obligations may also be adversely affected by specific corporate developments, the issuer’s inability to meet specific projected business forecasts or the unavailability of additional financing. The risk of loss due to default by the issuer is significantly greater for the holders of lower-rated securities because such securities are generally unsecured and are often subordinated to other creditors of the issuer.

          It is possible that a major economic recession could adversely affect the market for lower-rated securities. Any such recession might severely affect the market for and the values of such securities, as well as the ability of the issuers of such securities to repay principal and pay interest thereon.

          The Underlying Funds may acquire lower-rated securities that are sold without registration under the federal securities laws and therefore carry restrictions on resale. The Underlying

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Funds may incur special costs in disposing of such securities, but will generally incur no costs when the issuer is responsible for registering the securities.

          The Underlying Funds may also acquire lower-rated securities during an initial underwriting. Such securities involve special risks because they are new issues. The Underlying Funds have no arrangement with any person concerning the acquisition of such securities, and Advisors will carefully review the credit and other characteristics pertinent to such issues. An Underlying Fund may from time to time participate on committees formed by creditors to negotiate with the management of financially troubled issuers of securities held by the Fund. Such participation may subject the Underlying Fund to expenses such as legal fees and may make the Fund an “insider” of the issuer for purposes of the federal securities laws, and therefore may restrict the Fund’s ability to trade in or acquire additional positions in a particular security when it might otherwise desire to do so. Participation by the Underlying Fund on such committees also may expose the Fund to potential liabilities under the federal bankruptcy laws or other laws governing the rights of creditors and debtors. The Underlying Fund would participate on such committees only when Advisors believes that such participation is necessary or desirable to enforce the Fund’s rights as a creditor or to protect the value of securities held by the Fund.

          Corporate Debt Securities. An Underlying Fund may invest in corporate debt securities of U.S. and foreign issuers and/or hold its assets in these securities for cash management purposes. The investment return of corporate debt securities reflects interest earnings and changes in the market value of the security. The market value of a corporate debt obligation may be expected to rise and fall inversely with interest rates generally. There also exists the risk that the issuers of the securities may not be able to meet their obligations on interest or principal payments at the time called for by an instrument.

          Zero Coupon Obligations. Some of the Underlying Funds may invest in zero coupon obligations. Zero coupon securities generally pay no cash interest (or dividends in the case of preferred stock) to their holders prior to maturity. Accordingly, such securities usually are issued and traded at a deep discount from their face or par value and generally are subject to greater fluctuations of market value in response to changing interest rates than securities of comparable maturities and credit quality that pay cash interest (or dividends in the case of preferred stock) on a current basis. Although an Underlying Fund will receive no payments on its zero coupon securities prior to their maturity or disposition, it will be required for federal income tax purposes generally to include in its dividends to shareholders each year an amount equal to the annual income that accrues on its zero coupon securities. Such dividends will be paid from the cash assets of an Underlying Fund, from borrowings or by liquidation of portfolio securities, if necessary, at a time that an Underlying Fund otherwise would not have done so. To the extent an Underlying Fund is required to liquidate thinly-traded securities, an Underlying Fund may be able to sell such securities only at prices lower than if such securities were more widely-traded. The risks associated with holding securities that are not readily marketable may be accentuated at such time. To the extent the proceeds from any such dispositions are used by an Underlying Fund to pay distributions, the Underlying Fund will not be able to purchase additional income-producing securities with such proceeds, and as a result its current income ultimately may be reduced.

          Custodial receipts issued in connection with so-called trademark zero coupon securities, such as Certificates of Accrual on Treasuries (“CATs”), and Treasury Income Growth Receipts (“TIGRs”), are not issued by the U.S. Treasury, and are therefore not U.S. Government securities, although the underlying bond represented by such receipt is a debt obligation of the U.S. Treasury. Other zero coupon Treasury securities (e.g., those purchased through the Federal Reserve’s Separate Trading of Registered Interest and Principal of Securities Program (“STRIPs”), and Coupons Under Book Entry Safekeeping (“CUBEs”)) are direct obligations of the U.S. Government.

          Floating and Variable Rate Instruments. Variable and floating rate securities provide for a periodic adjustment in the interest rate paid on the obligations. The terms of such obligations provide that interest rates are adjusted periodically based upon an interest rate adjustment index as provided in the respective obligations. The adjustment intervals may be regular, and range from daily up to annually, or may be event based, such as based on a change in the prime rate. The interest rate on a floater is a variable rate which is tied to another interest rate, such as a money-market index or U.S. Treasury bill rate. The interest rate on a floater resets periodically, typically every six months. Some of the Underlying Funds may invest in floating and variable rate instruments. Income securities may provide for floating or variable rate interest or dividend payments. The floating or variable rate may be determined by reference to a known lending rate, such as a bank’s prime rate, a certificate of deposit rate or the London InterBank Offered Rate (LIBOR). Alternatively, the rate may be determined through an auction or remarketing process. The rate also may be indexed to changes in the values of the interest rate of securities indexed, currency exchange rate or other commodities. Variable and floating rate securities tend to be less sensitive than fixed-rate securities to interest rate changes and to have higher yields when interest rates increase. However, during rising interest rates, changes in the interest rate of an adjustable rate security may lag changes in market rates. The amount by which the rates are paid on an income security may increase or decrease and may be subject to periodic or lifetime caps. Fluctuations in interest rates above these caps could cause adjustable rate securities to behave more like fixed-rate securities in response to extreme movements in interest rates.

          An Underlying Fund may also invest in inverse floating rate debt instruments (“inverse floaters”). The interest rate on an inverse floater resets in the opposite direction from the market rate of interest to which the inverse floater is indexed. An inverse floating rate security may exhibit greater price volatility than a fixed-rate obligation of similar credit quality. Such securities may also pay a rate of interest determined by applying a multiple to the variable rate. The extent of increases and decreases in the value of securities whose rates vary inversely with changes in market rates of interest generally will be larger than comparable changes in the value of an equal principal amount of a fixed-rate security having similar credit quality redemption provisions and maturity.

          Foreign Debt Obligations. The debt obligations of foreign governments and entities may or may not be supported by the full

B-8    Statement of Additional Information § TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds

faith and credit of the foreign government. An Underlying Fund may buy securities issued by certain “supra-national” entities, which include entities designated or supported by governments to promote economic reconstruction or development, international banking organizations and related government agencies. Examples are the International Bank for Reconstruction and Development (more commonly known as the “World Bank”), the Asian Development Bank and the Inter-American Development Bank.

          The governmental members of these supranational entities are “stockholders” that typically make capital contributions and may be committed to make additional capital contributions if the entity is unable to repay its borrowings. A supra-national entity’s lending activities may be limited to a percentage of its total capital, reserves and net income. There can be no assurance that the constituent foreign governments will continue to be able or willing to honor their capitalization commitments for those entities.

          An Underlying Fund may invest in U.S. dollar-denominated “Brady Bonds.” These foreign debt obligations may be fixed-rate par bonds or floating-rate discount bonds. They are generally collateralized in full as to repayment of principal at maturity by U.S. Treasury zero coupon obligations that have the same maturity as the Brady Bonds. Brady Bonds can be viewed as having three or four valuation components: (i) the collateralized repayment of principal at final maturity; (ii) the collateralized interest payments; (iii) the uncollateralized interest payments; and (iv) any uncollateralized repayment of principal at maturity. Those uncol-lateralized amounts constitute what is called the “residual risk.”

          If there is a default on collateralized Brady Bonds resulting in acceleration of the payment obligations of the issuer, the zero coupon U.S. Treasury securities held as collateral for the payment of principal will not be distributed to investors, nor will those obligations be sold to distribute the proceeds. The collateral will be held by the collateral agent to the scheduled maturity of the defaulted Brady Bonds. The defaulted bonds will continue to remain outstanding, and the face amount of the collateral will equal the principal payments which would have then been due on the Brady Bonds in the normal course. Because of the residual risk of Brady Bonds and the history of defaults with respect to commercial bank loans by public and private entities of countries issuing Brady Bonds, Brady Bonds are considered speculative investments.

          Structured or Indexed Securities. Some of the Underlying Funds may invest in structured or indexed securities. The value of the principal of and/or interest on such securities is determined by reference to changes in the value of specific currencies, interest rates, commodities, indices or other financial indicators (the “Reference”) or the relative change in two or more References. The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference. The terms of the structured or indexed securities may provide that in certain circumstances no principal is due at maturity and, therefore, may result in a loss of the Underlying Fund’s investment. Structured or indexed securities may be positively or negatively indexed, so that appreciation of the Reference may produce an increase or a decrease in the interest rate or value of the security at maturity. In addition, changes in interest rates or the value of the security at maturity may be some multiple of the change in the value of the Reference. Consequently, structured or indexed securities may entail a greater degree of market risk than other types of debt securities. Structured or indexed securities may also be more volatile, less liquid and more difficult to accurately price than less complex securities.

          An Underlying Fund may invest in inflation-indexed bonds. Inflation-indexed bonds are fixed income securities whose principal value is periodically adjusted according to the rate of inflation. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the Consumer Price Index (“CPI”) accruals as part of a semiannual coupon.

          If the periodic adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of a U.S. Treasury inflation-indexed bond, even during a period of deflation, although the inflation-adjusted principal received could be less than the inflation-adjusted principal that had accrued to the bond at the time of purchase. However, the current market value of the bonds is not guaranteed and will fluctuate. An Underlying Fund may also invest in other inflation-related bonds which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

          The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if the rate of inflation rises at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed bonds. In contrast, if nominal interest rates increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed bonds.

          While these securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.

          The periodic adjustment of U.S. inflation-indexed bonds is tied to the Consumer Price Index for All Urban Consumers (“CPI-U”), which is not seasonably adjusted and which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation-indexed bonds issued by a foreign government are generally adjusted to reflect a comparable inflation index calculated by that government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States.

          An Underlying Fund may invest in targeted return index securities (“TRAINs”), which are fixed rate certificates that represent

TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds § Statement of Additional Information  B-9

undivided interests in the pool of securities (generally lower-rated debt securities that are unsecured) underlying a Targeted Return Index Securities Trust. By investing in a TRAIN, a holder is able to invest in a diversified portfolio of fixed income securities without incurring the brokerage and other expenses associated with directly holding small positions in individual securities. A holder of a TRAIN receives income from the trust as a result of principal and interest paid by the trust’s underlying securities, and indirectly bears its proportionate share of any expenses paid by the TRAIN. TRAINs are not registered under the 1933 Act or the 1940 Act and therefore must be held by qualified institutional buyers and resold to qualified institutional buyers pursuant to Rule 144A under the 1933 Act. As a result, certain investments in TRAINs may be less liquid to the extent that the Underlying Fund is unable to find qualified institutional buyers interested in purchasing such securities at any point in time. TRAINs that are rated below investment grade are considered lower-rated debt securities, and will entail the risks described above in the discussion regarding lower-rated debt securities.

Mortgage-Backed and Asset-Backed Securities

          Mortgage-Backed and Asset-Backed Securities Generally. Some of the Underlying Funds may invest in mortgage-backed and asset-backed securities, which represent direct or indirect participation in, or are collateralized by and payable from, mortgage loans secured by real property or instruments derived from such loans. Mortgage-backed securities include various types of mortgage related securities such as government stripped mortgage related securities, adjustable-rate-mortgage related securities and collateralized mortgage obligations. Some of the Underlying Funds may also invest in asset-backed securities, which represent participation in, or are secured by and payable from, assets such as motor vehicle installment sales contracts, installment loan contracts, leases of various types of real and personal property, receivables from revolving credit (i.e., credit card) agreements and other categories of receivables. Such assets are pooled and securitized by governmental, government-related and private organizations through the use of trusts and special purpose entities and sold to investors. Payments or distributions of principal and interest may be guaranteed up to certain amounts and for certain time periods by letters of credit or pool insurance policies issued by a financial institution unaffiliated with the trust or corporation. Other credit enhancements also may exist.

          Mortgage Pass-Through Securities. Mortgage-related securities represent pools of mortgage loans assembled for sale to investors by various governmental agencies, such as GNMA, by government-related organizations, such as FNMA and FHLMC, as well as by private issuers, such as commercial banks, savings and loan institutions, mortgage bankers and private mortgage insurance companies.

          Interests in pools of mortgage-related securities differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. Instead, these securities provide a monthly payment which consists of both interest and principal payments. In effect, these payments are a “pass-through” of the monthly payments made by the individual borrowers on their residential or commercial mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by repayments of principal resulting from the sale of the underlying property, refinancing or foreclosure, net of fees or costs which may be incurred. Some mortgage-related securities are described as “modified pass-through.” These securities entitle the holder to receive all interest and principal payments owed on the mortgage pool, net of certain fees, at the scheduled payment dates regardless of whether or not the mortgagor actually makes the payment.

          Commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create pass-through pools of conventional residential mortgage loans. Such issuers may, in addition, be the originators and/or servicers of the underlying mortgage loans as well as the guarantors of the mortgage-related securities. Pools created by such non-governmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments in the former pools. However, timely payment of interest and principal of these pools may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit, which may be issued by governmental entities, private insurers or the mortgage poolers. The insurance and guarantees are issued by governmental entities, private insurers and the mortgage poolers. Such insurance and guarantees, and the creditworthiness of the issuers thereof, will be considered in determining whether a mortgage-related security meets an Underlying Fund’s investment quality standards. There can be no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements. An Underlying Fund may buy mortgage-related securities without insurance or guarantees if, through an examination of the loan experience and practices of the originator/servicers and poolers, Advisors determines that the securities meet the Fund’s quality standards. Although the market for such securities is becoming increasingly liquid, securities issued by certain private organizations may not be readily marketable.

          Collateralized Mortgage Obligations (“CMOs”). CMOs are structured into multiple classes, each bearing a different stated maturity. Similar to a bond, interest and prepaid principal is paid, in most cases, on a monthly basis. Actual maturity and average life will depend upon the prepayment experience of the collateral. CMOs provide for a modified form of call protection through a de facto breakdown of the underlying pool of mortgages according to how quickly the loans are repaid. Monthly payment of principal received from the pool of underlying mortgages, including prepayments, is first returned to investors holding the shortest maturity class. Investors holding the longer maturity classes receive principal only after the first class has been retired. An investor is partially guarded against a sooner than desired return of principal because of the sequential payments.

          In a typical CMO transaction, a corporation (“issuer”) issues multiple series (e.g., A, B, C, Z) of CMO bonds (“Bonds”). Proceeds of the Bond offering are used to purchase mortgages or mortgage pass-through certificates (“Collateral”). The Collateral is pledged to a third party trustee as security for the Bonds. Principal and interest payments from the Collateral are used to

B-10   Statement of Additional Information § TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds

pay principal on the Bonds in the order A, B, C, Z. The Series A, B, and C Bonds all bear current interest. Interest on the Series Z Bond is accrued and added to principal and a like amount is paid as principal on the Series A, B, or C Bond currently being paid off. When the Series A, B, and C Bonds are paid in full, interest and principal on the Series Z Bond begin to be paid currently. With some CMOs, the issuer serves as a conduit to allow loan originators (primarily builders or savings and loan associations) to borrow against their loan portfolios.

          The average maturity of pass-through pools of mortgage related securities in which some of the Underlying Funds may invest varies with the maturities of the underlying mortgage instruments. In addition, a pool’s stated maturity may be shortened by unscheduled payments on the underlying mortgages. Factors affecting mortgage prepayments include the level of interest rates, general economic and social conditions, the location of the mortgaged property and age of the mortgage. For example, in periods of falling interest rates, the rate of prepayment tends to increase, thereby shortening the actual average life of the mortgage related security. Conversely, when interest rates are rising, the rate of prepayment tends to decrease, thereby lengthening the actual average life of the mortgage related security. Accordingly, it is not possible to accurately predict the average life of a particular pool. Reinvestment of prepayments may occur at higher or lower rates than originally expected. Therefore, the actual maturity and realized yield on pass-through or modified pass-through mortgage related securities will vary based upon the prepayment experience of the underlying pool of mortgages. For purposes of calculating the average life of the assets of the relevant Underlying Fund, the maturity of each of these securities will be the average life of such securities based on the most recent estimated annual prepayment rate.

          Asset-Backed Securities Unrelated to Mortgage Loans. Some of the Underlying Funds may invest in asset-backed securities that are unrelated to mortgage loans. These include Certificates for Automobile Receivables^SM (“CARS^SM”). CARS^SM represent undivided fractional interests in a trust whose assets consist of a pool of motor vehicle retail installment sales contracts and security interests in the vehicles securing the contracts. Payments of principal and interest on CARS^SM are passed through monthly to certificate holders, and are guaranteed up to certain amounts and for a certain time period by a letter of credit issued by a financial institution unaffiliated with the trustee or originator of the trust. An investor’s return on CARS^SM may be affected by prepayment of principal on the underlying vehicle sales contracts. If the letter of credit is exhausted, the trust may be prevented from realizing the full amount due on a sales contract because of state law requirements and restrictions relating to foreclosure sales of vehicles and the obtaining of deficiency judgments following such sales or because of depreciation, damage or loss of a vehicle, the application of federal and state bankruptcy and insolvency laws, or other factors. As a result, certificate holders may experience delays in payments or losses if the letter of credit is exhausted.

          Mortgage Dollar Rolls. Some of the Underlying Funds may enter into mortgage “dollar rolls” in which the Fund sells securities for delivery in the current month and simultaneously contracts with a counterparty to repurchase substantially identical securities on a specified future date. To be considered “substantially identical,” the securities returned to an Underlying Fund generally must: (1) be collateralized by the same types of underlying mortgages; (2) be issued by the same agency and be part of the same program; (3) have a similar original stated maturity; (4) have identical net coupon rates; (5) have similar market yields (and therefore price); and (6) satisfy “good delivery” requirements, meaning that the aggregate principal amounts of the securities delivered and received back must be within 2.5% of the initial amount delivered. The Underlying Fund loses the right to receive principal and interest paid on the securities sold. However, the Underlying Fund would benefit to the extent of any price received for the securities sold and the lower forward price for the future purchase (often referred to as the “drop”) plus the interest earned on the short-term investment awaiting the settlement date of the forward purchase. Unless such benefits exceed the income and gain or loss due to mortgage repayments that would have been realized on the securities sold as part of the mortgage roll, the use of this technique will diminish the investment performance of the Underlying Fund compared with what such performance would have been without the use of mortgage rolls. The Underlying Fund will hold and maintain in a segregated account until the settlement date cash or liquid assets in an amount equal to the forward purchase price. The benefits derived from the use of mortgage rolls may depend upon Advisors’ ability to predict correctly mortgage prepayments and interest rates. There is no assurance that mortgage rolls can be successfully employed. For financial reporting and tax purposes, some of the Underlying Funds treat mortgage rolls as a financing transaction.

          Securities Lending. Subject to the Underlying Funds’ fundamental investment policies relating to loans of portfolio securities set forth above, each Underlying Fund may lend its securities to brokers and dealers that are not affiliated with Teachers Insurance and Annuity Association of America (“TIAA”), are registered with the SEC and are members of the Financial Industry Regulatory Authority (“FINRA”), and also to certain other financial institutions. All loans will be fully collateralized. In connection with the lending of its securities, an Underlying Fund will receive as collateral cash, securities issued or guaranteed by the U.S. Government (i.e., Treasury securities), or other collateral permitted by applicable law, which at all times while the loan is outstanding will be maintained in amounts equal to at least 102% of the current market value of the outstanding loaned securities (or such lesser percentage as may be permitted by SEC interpretations, not to fall below 100% of the market value of the loaned securities), as reviewed daily. The Underlying Fund lending the securities will receive amounts equal to the interest or dividends paid on the securities loaned and in addition will expect to receive a portion of the income generated by the short-term investment of cash received as collateral or, alternatively, where securities or a letter of credit are used as collateral, a lending fee paid directly to the Underlying Fund by the borrower of the securities. Such loans will be terminable by the Underlying Fund at any time and will not be made to affiliates of TIAA. The Underlying Fund may terminate a loan of securities in order to regain record ownership of, and to exercise beneficial rights related to, the loaned securities, including, but not necessarily limited to, voting or subscription rights, and may, in the exercise of its fiduciary duties, terminate a loan in the event that a vote of

TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds § Statement of Additional Information  B-11

holders of those securities is required on a material matter. The Underlying Fund may pay reasonable fees to persons unaffiliated with the Fund for services, for arranging such loans, or for acting as securities lending agent. Loans of securities will be made only to firms deemed creditworthy. As with any extension of credit, however, there are risks of delay in recovering the loaned securities, or in liquidating collateral, should the borrower of securities default, become the subject of bankruptcy proceedings, or otherwise be unable to fulfill its obligations or fail financially.

          Repurchase Agreements. Repurchase agreements are one of several short-term vehicles the Underlying Funds can use to manage cash balances effectively. In a repurchase agreement, the Underlying Funds buy an underlying debt instrument on condition that the seller agrees to buy it back at a fixed price and time (usually no more than a week and never more than a year). Repurchase agreements have the characteristics of loans, and will be fully collateralized (either with physical securities or evidence of book entry transfer to the account of the custodian bank) at all times. During the term of the repurchase agreement, the Underlying Fund entering into the agreement retains the security subject to the repurchase agreement as collateral securing the seller’s repurchase obligation, continually monitors the market value of the security subject to the agreement, and requires the Underlying Fund’s seller to deposit with the Fund additional collateral equal to any amount by which the market value of the security subject to the repurchase agreement falls below the resale amount provided under the repurchase agreement. Each Underlying Fund will enter into repurchase agreements only with member banks of the Federal Reserve System or with primary dealers in U.S. Government securities or their wholly-owned subsidiaries whose creditworthiness has been reviewed and found satisfactory by Advisors and who have, therefore, been determined to present minimal credit risk.

          Securities underlying repurchase agreements will be limited to certificates of deposit, commercial paper, bankers’ acceptances, or obligations issued or guaranteed by the U.S. Government or its agencies or instrumentalities, in which the Fund entering into the agreement may otherwise invest.

          If a seller of a repurchase agreement defaults and does not repurchase the security subject to the agreement, the Underlying Fund entering into the agreement would look to the collateral underlying the seller’s repurchase agreement, including the securities subject to the repurchase agreement, for satisfaction of the seller’s obligation to the Underlying Fund. In such event, the Underlying Fund might incur disposition costs in liquidating the collateral and might suffer a loss if the value of the collateral declines. In addition, if bankruptcy proceedings are instituted against a seller of a repurchase agreement, realization upon the collateral may be delayed or limited.

          Swap Transactions. Each Underlying Fund (other than the Money Market Fund) may, to the extent permitted by the SEC, enter into privately negotiated “swap” transactions with other financial institutions in order to take advantage of investment opportunities generally not available in public markets. In general, these transactions involve “swapping” a return based on certain securities, instruments, or financial indices with another party, such as a commercial bank, in exchange for a return based on different securities, instruments, or financial indices.

          By entering into a swap transaction, an Underlying Fund may be able to protect the value of a portion of its portfolio against declines in market value. Each Underlying Fund may also enter into swap transactions to facilitate implementation of allocation strategies between different market segments or countries or to take advantage of market opportunities that may arise from time to time. An Underlying Fund may be able to enhance its overall performance if the return offered by the other party to the swap transaction exceeds the return swapped by the Fund. However, there can be no assurance that the return an Underlying Fund receives from the counterparty to the swap transaction will exceed the return it swaps to that party.

          While an Underlying Fund will only enter into swap transactions with counterparties considered creditworthy (and will monitor the creditworthiness of parties with which it enters into swap transactions), a risk inherent in swap transactions is that the other party to the transaction may default on its obligations under the swap agreement. If the other party to the swap transaction defaults on its obligations, the Underlying Fund entering into the agreement would be limited to the agreement’s contractual remedies. There can be no assurance that an Underlying Fund will succeed when pursuing its contractual remedies. To minimize an Underlying Fund’s exposure in the event of default, it will usually enter into swap transactions on a net basis (i.e., the parties to the transaction will net the payments payable to each other before such payments are made). When an Underlying Fund enters into swap transactions on a net basis, the net amount of the excess, if any, of the Fund’s obligations over its entitlements with respect to each such swap agreement will be accrued on a daily basis and an amount of liquid assets having an aggregate market value at least equal to the accrued excess will be segregated by the Fund’s custodian. To the extent an Underlying Fund enters into swap transactions other than on a net basis, the amount segregated will be the full amount of the Fund’s obligations, if any, with respect to each such swap agreement, accrued on a daily basis. See “Segregated Accounts,” below.

          Swap agreements may be considered illiquid by the SEC staff and subject to the limitations on illiquid investments. See “Illiquid Investments” above.

          To the extent that there is an imperfect correlation between the return on an Underlying Fund’s obligation to its counterparty under the swap and the return on related assets in its portfolio, the swap transaction may increase the Underlying Fund’s financial risk. No Underlying Fund will enter into a swap transaction that is inconsistent with its investment objective, policies and strategies. It is not the intention of any Underlying Fund to engage in swap transactions in a speculative manner, but rather primarily to hedge or manage the risks associated with assets held in, or to facilitate the implementation of portfolio strategies of purchasing and selling assets for, the Fund.

          Borrowing. Each Underlying Fund may generate cash by borrowing money from banks (no more than 33¹/₃% of the market value of its assets at the time of borrowing), rather than through the sale of portfolio securities, when such borrowing appears more attractive for the Underlying Fund. Each Underlying Fund may also borrow money from other sources temporarily (no more than 5% of the total market value of its assets at the time of borrowing), when, for example, the Underlying Fund needs to meet

B-12    Statement of Additional Information § TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds

liquidity requirements caused by greater than anticipated redemptions. See “Fundamental Policies” above.

          Segregated Accounts. In connection with when-issued securities, firm commitments and certain other transactions in which an Underlying Fund incurs an obligation to make payments in the future, an Underlying Fund may be required to segregate assets with its custodian bank or within its portfolio in amounts sufficient to settle the transaction. To the extent required, such segregated assets can consist of liquid assets, including equity or other securities, or other instruments such as cash, U.S. Government securities or other securities obligations as may be permitted by law.

CURRENCY TRANSACTIONS

          The value of an Underlying Fund’s assets as measured in U.S. dollars may be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations, and an Underlying Fund may incur costs in connection with conversions between various currencies. To minimize the impact of such factors on net asset values, an Underlying Fund may engage in foreign currency transactions in connection with their investments in foreign securities. The Underlying Funds will not speculate in foreign currency, and will enter into foreign currency transactions only to “hedge” the currency risk associated with investing in foreign securities. Although such transactions tend to minimize the risk of loss due to a decline in the value of the hedged currency, they also may limit any potential gain that might result should the value of such currency increase.

          The Underlying Funds will conduct their currency exchange transactions either on a spot (i.e., cash) basis at the rate prevailing in the currency exchange market, or through forward contracts to purchase or sell foreign currencies. A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are entered into with large commercial banks or other currency traders who are participants in the interbank market.

          By entering into a forward contract for the purchase or sale of foreign currency involved in an underlying security transaction, an Underlying Fund is able to protect itself against possible loss between trade and settlement dates for that purchase or sale resulting from an adverse change in the relationship between the U.S. dollar and such foreign currency. This practice is sometimes referred to as “transaction hedging.” In addition, when it appears that a particular foreign currency may suffer a substantial decline against the U.S. dollar, an Underlying Fund may enter into a forward contract to sell an amount of foreign currency approximating the value of some or all of its portfolio securities denominated in such foreign currency. This practice is sometimes referred to as “portfolio hedging.” Similarly, when it appears that the U.S. dollar may suffer a substantial decline against a foreign currency, an Underlying Fund may enter into a forward contract to buy that foreign currency for a fixed dollar amount.

          The Underlying Funds may also hedge their foreign currency exchange rate risk by engaging in currency financial futures, options and “cross-hedge” transactions. In “cross-hedge” transactions, a Fund holding securities denominated in one foreign currency will enter into a forward currency contract to buy or sell a different foreign currency (one that generally tracks the currency being hedged with regard to price movements). Such cross-hedges are expected to help protect an Underlying Fund against an increase or decrease in the value of the U.S. dollar against certain foreign currencies.

          The Underlying Funds may hold a portion of their respective assets in bank deposits denominated in foreign currencies, so as to facilitate investment in foreign securities as well as protect against currency fluctuations and the need to convert such assets into U.S. dollars (thereby also reducing transaction costs). To the extent these monies are converted back into U.S. dollars, the value of the assets so maintained will be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations.

          The forecasting of short-term currency market movement is extremely difficult and whether a short-term hedging strategy will be successful is highly uncertain. Moreover, it is impossible to forecast with absolute precision the market value of portfolio securities at the expiration of a foreign currency forward contract. Accordingly, an Underlying Fund may be required to buy or sell additional currency on the spot market (and bear the expense of such transaction) if its predictions regarding the movement of foreign currency or securities markets prove inaccurate. In addition, the use of cross-hedging transactions may involve special risks, and may leave an Underlying Fund in a less advantageous position than if such a hedge had not been established. Because foreign currency forward contracts are privately negotiated transactions, there can be no assurance that an Underlying Fund will have flexibility to roll-over the foreign currency forward contract upon its expiration if it desires to do so. Additionally, there can be no assurance that the other party to the contract will perform its obligations thereunder.

          There is no express limitation on the percentage of an Underlying Fund’s assets that may be committed to foreign currency exchange contracts. An Underlying Fund will not enter into foreign currency forward contracts or maintain a net exposure in such contracts when that Fund would be obligated to deliver an amount of foreign currency in excess of the value of that Fund’s portfolio securities or other assets denominated in that currency or, in the case of a cross-hedge transaction, denominated in a currency or currencies that the Fund’s investment adviser believes will correlate closely to the currency’s price movements. The Underlying Funds generally will not enter into forward contracts with terms longer than one year.

          Foreign Investments. As described more fully in the Prospectuses and the prospectuses for the Underlying Funds, certain Underlying Funds may invest in foreign securities, including those in emerging markets. In addition to the general risk factors discussed in the Prospectuses and below, there are a number of country- or region-specific risks and other considerations that may affect these investments. These are also discussed in the Underlying Funds’ Statement of Additional Information. Many of the risks are more pronounced for investments in emerging market countries, as described below.

          General. Since foreign companies may not be subject to accounting, auditing or financial reporting practices, disclosure and other requirements comparable to those applicable to U.S.

TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds  §  Statement of Additional InformationB-13

companies, there may be less publicly available information about a foreign company than about a U.S. company, and it may be difficult to interpret the information that is available. There may be difficulties in obtaining or enforcing judgments against foreign issuers and it also is often more difficult to keep currently informed of corporate actions which affect the prices of portfolio securities. In certain countries, there is less government supervision and regulation of stock exchanges, brokers and listed companies than in the United States.

          Volume and liquidity in most foreign markets are less than in the United States., and securities of many foreign companies are less liquid and more volatile than securities of comparable U.S. companies. Notwithstanding the fact that each Underlying Fund generally intends to acquire the securities of foreign issuers only where there are public trading markets, investments by a Fund in the securities of foreign issuers may tend to increase the risks with respect to the liquidity of the Fund’s portfolio and the Fund’s ability to meet a large number of shareholder redemption requests should there be economic or political turmoil in a country in which the Fund has a substantial portion of its assets invested or should relations between the U.S. and foreign countries deteriorate markedly. Securities may trade at price/earnings multiples higher than comparable U.S. securities and such levels may not be sustainable. Fixed commissions on some foreign securities exchanges are higher than negotiated commissions on U.S. exchanges, although the Funds endeavor to achieve most favorable net results on their portfolio transactions.

          Foreign markets have different clearance and settlement procedures, and in certain markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct these transactions. Settlement practices for transactions in foreign markets may differ from those in the U.S. markets. Such differences include delays beyond periods customary in the United States and practices, such as delivery of securities prior to receipt of payment, which increase the likelihood of “failed settlement.” The inability of an Underlying Fund to make intended security purchases due to settlement problems could cause the Fund to miss attractive investment opportunities. Losses to the Underlying Fund due to subsequent declines in the value of portfolio securities, or liabilities arising out of the Fund’s inability to fulfill a contract to sell these securities, could result from failed settlements. In addition, evidence of securities ownership may be uncertain in many foreign countries. As a result, there is a risk that an Underlying Fund’s trade details could be incorrectly or fraudulently entered at the time of the transaction, resulting in a loss to the Fund.

          With respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, political or social instability, or diplomatic developments that could affect the Underlying Fund’s investments in those countries. The economies of some countries differ unfavorably from the U.S. economy in such respects as growth of national product, rate of inflation, capital reinvestment, resource self-sufficiency, and balance of payments position. In addition, the internal politics of some foreign countries are not as stable as in the United States. Governments in certain foreign counties continue to participate to a significant degree, through ownership interest or regulation, in their respective economies. Action by these governments could have a significant effect on market prices of securities and payment of dividends. The economies of many foreign countries are heavily dependent upon international trade and are accordingly affected by protective trade barriers and economic conditions of their trading partners. The enactment by these trading partners of protectionist trade legislation could have a significant adverse effect upon the securities markets of such countries.

          Terrorism and related geopolitical risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally.

          Investment and Repatriation Restrictions. Foreign investment in the securities markets of certain foreign countries is restricted or controlled to varying degrees. These restrictions limit and, at times, preclude investment in certain of such countries (especially countries in emerging markets), and increase the cost and expenses of Underlying Funds investing in them. These restrictions may take the form of prior governmental approval, limits on the amount or type of securities held by foreigners, and limits on the types of companies in which foreigners may invest. Additional or different restrictions may be imposed at any time by these or other countries in which the Funds invest. In addition, the repatriation (i.e., remitting back to the United States) of both investment income and capital from several foreign countries is restricted and controlled under certain regulations, including in some cases the need for certain government consents. The Underlying Fund could be adversely affected by delays in or a refusal to grant any required governmental registration or approval for repatriation.

          Taxes. The dividends and interest payable on certain of the Underlying Funds’ foreign portfolio securities may be subject to foreign withholding taxes, thus reducing the net amount of income available for distribution to the Funds’ shareholders.

          Emerging Market Securities. An emerging market security is one issued by a foreign government or private issuer that has one or more of the following characteristics: (i) its principal securities trading market is in an emerging market country, (ii) alone or on a consolidated basis it derives 50% or more of its annual revenue from goods produced, sales made or services performed in emerging markets or (iii) it is organized under the laws of, or has a principal office in, an emerging market country. Based on these criteria it is possible for a security to be considered issued by an issuer in more than one country. Therefore, it is possible for the securities of any issuer that has one or more of these characteristics in connection with any emerging market country not to be considered an emerging market security if it has one or more of these characteristics in connection with a developed country.

          Emerging Markets. Investments in companies domiciled in emerging market countries may be subject to potentially higher risks than investments in companies in developed countries. The term “emerging market” describes any country which is generally considered to be an emerging or developing country by major organizations in the international financial community, such as the International Bank for Reconstruction and Development (more commonly known as the World Bank) and the International Finance Corporation. Emerging markets can include every nation in the world except the United States,

B-14   Statement of Additional Information § TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds

Canada, Japan, Australia, New Zealand and most nations located in Western Europe.

          Risks of investing in emerging markets and emerging market securities include (i) less social, political and economic stability; (ii) the smaller size of the markets for these securities and the currently low or nonexistent volume of trading that result in a lack of liquidity and in greater price volatility; (iii) the lack of publicly available information, including reports of payments of dividends or interest on outstanding securities; (iv) certain national policies that may restrict an Underlying Fund’s investment opportunities, including restrictions on investment in issuers or industries deemed sensitive to national interests; (v) local taxation; (vi) the absence of developed structures governing private or foreign investment or allowing for judicial redress for injury to private property; (vii) the absence until recently, in certain countries, of a capital structure or market-oriented economy; (viii) the possibility that recent favorable economic developments in certain countries may be slowed or reversed by unanticipated political or social events in these countries; (ix) restrictions that may make it difficult or impossible for the Fund to vote proxies, exercise shareholder rights, pursue legal remedies, and obtain judgments in foreign courts; (x) the risk of uninsured loss due to lost, stolen, or counterfeit stock certificates; and (xi) possible losses through the holding of securities in domestic and foreign custodial banks and depositories.

          In addition, some countries in which the Underlying Funds may invest have experienced substantial, and in some periods, extremely high rates of inflation for many years. Inflation and rapid fluctuations in inflation rates have had and may continue to have negative effects on the economies and securities markets of certain countries.

          Further, the economies of emerging market countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade.

          Investment in Canada. The United States is Canada’s largest trading partner, and developments in economic policy do have a significant impact on the Canadian economy. The expanding economic and financial integration of the United States, Canada and Mexico through the NAFTA Agreement has made, and will likely continue to make, the Canadian economy and securities market more sensitive to North American trade patterns. Growth in developing nations overseas will likely change the composition of Canada’s trade and foreign investment composition in the near future.

          Canada’s parliamentary system of government is, in general, stable. However, one of the provinces, Quebec, does have a “separatist” party whose objective is to achieve sovereignty and increased self-governing legal and financial powers. Canada is a major producer of commodities such as forest products, metals, agricultural products, and energy related products like oil, gas, and hydroelectricity. Accordingly, changes in the supply and demand of such commodity resources, both domestically and internationally, can have a significant effect on Canadian market performance.

          Investment in Europe. The European Union (EU) is an intergovernmental and supranational union of 27 European countries, known as member states. A key activity of the EU is the establishment and administration of a common single market, consisting of, among other things, a single currency (for 15 members) and a common trade policy. The most widely used currency in the EU (and the unit of currency of the European Economic and Monetary Union (EMU)) is the euro, which is in use in 15 of the 27 member states. In addition to adopting a single currency, EMU member countries no longer control their own monetary policies. Instead, the authority to direct monetary policy is exercised by the European Central Bank.

          In the transition to the single economic system, significant political decisions will be made which will affect the market regulation, subsidization and privatization across all industries, from agricultural products to telecommunications.

          While economic and monetary convergence in the EU may offer new opportunities for those investing in the region, investors should be aware that the success of the EU is not wholly assured. Europe must grapple with a number of challenges, any one of which could threaten the survival of this monumental undertaking. Fifteen disparate economies must adjust to a unified monetary system, the absence of exchange rate flexibility, and the loss of economic sovereignty. Europe’s economies are diverse, its governments are decentralized, and its cultures differ widely. Unemployment is historically high and could pose political risk. One or more member countries might exit the union, placing the currency and banking system in jeopardy. Major issues currently facing the EU cover its membership, structure, procedures and policies; they include the adoption, abandonment or adjustment of the new constitutional treaty, the EU’s enlargement to the south and east, and resolving the EU’s problematic fiscal and democratic accountability. Efforts of the member states to continue to unify their economic and monetary policies may increase the potential for similarities in the movements of European markets and reduce the benefit of diversification within the region.

          The EU has been extending its influence to the east. It has accepted new members that were previously behind the Iron Curtain, and has plans to accept several more in the medium-term. For former Iron Curtain countries, membership serves as a strong political impetus to employ tight fiscal and monetary policies. Nevertheless, several entrants in recent years are former Soviet satellites and remain burdened to various extents by the inherited inefficiencies of centrally planned economies similar to that which existed under the old Soviet Union.

          Further expansion of EU membership has long-term economic benefits, but the remaining European countries are not viewed as currently suitable for membership. Also, as the EU continues to enlarge eastward, the candidate countries’ accessions tend to grow more controversial.

          The EU has the largest economy in the world according to data compiled by the International Monetary Fund, and is expected to grow further over the next decade as more countries join. However, although the EU has set itself an objective to become “the world’s most dynamic and competitive economy” by the year 2010, it is now generally accepted that this target will not be met. The EU’s economic growth has been below that of the United States most years since 1990, and the economic performance of certain of its key members, including Germany and Italy, is a matter of serious concern to policy makers.

TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds § Statement of Additional InformationB-15

          Investing in euro-denominated securities entails risk of being exposed to a relatively new currency that may not fully reflect the strengths and weaknesses of the disparate economies that make up the EU. In addition, many European countries rely heavily upon export-dependent businesses and fluctuations in the exchange rate between the euro and the dollar can have either a positive or a negative effect upon corporate profits.

          Investment in Eastern Europe. Investing in the securities of Eastern European issuers is highly speculative and involves risks not usually associated with investing in the more developed markets of Western Europe.

          Changes occurring in Eastern Europe today could have long-term potential consequences. These changes could result in rising standards of living, lower manufacturing costs, growing consumer spending, and substantial economic growth. However, investment in most countries of Eastern Europe is highly speculative at this time.

          Recent political and economic reforms do not eliminate the possibility of a return to centrally planned economies and state-owned industries. Investments in Eastern European countries may involve risks of nationalization, expropriation and confiscatory taxation. In many of the countries of Eastern Europe, there is no stock exchange or formal market for securities. Such countries may also have government exchange controls, currencies with no recognizable market value relative to the established currencies of western market economies, little or no experience in trading in securities, no accounting or financial reporting standards, a lack of a banking and securities infrastructure to handle such trading, and a legal tradition which does not recognize rights in private property.

          Further, the governments in such countries may require governmental or quasi-governmental authorities to act as a custodian of the Underlying Funds’ assets invested in such countries, and these authorities may not qualify as a foreign custodian under the 1940 Act and exemptive relief from such Act may be required. All of these considerations are among the factors that result in significant risks and uncertainties arising from investing in Eastern Europe.

          Investment in Latin America. The political history of certain Latin American countries has been characterized by political, economic and social instability, intervention by the military in civilian and economic spheres, and political corruption. For investors, this has meant additional risk caused by periods of regional conflict, political corruption, totalitarianism, protectionist measures, nationalizations, hyperinflation, debt crises, sudden and large currency devaluation, and military intervention. However, there have been changes in this regard, particularly in the past decade. Democracy is beginning to become well established in some countries. A move to a more mature and accountable political environment is well under way. Domestic economies have been deregulated, privatization of state-owned companies has progressed, and foreign trade restrictions have been relaxed. Nonetheless, to the extent that events such as those listed above that increase the risk of investment in this region continue in the future, they could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers, and result in significant disruption in securities markets.

          Most Latin American countries have experienced, at one time or another, severe and persistent levels of inflation, including, in some cases, hyperinflation. This has, in turn, led to high interest rates, extreme measures by governments to keep inflation in check, and a generally debilitating effect on economic growth. Although inflation in many countries has lessened, there is no guarantee it will remain at lower levels.

          Certain Latin American countries may experience sudden and large adjustments in their currency which, in turn, can have a disruptive and negative effect on foreign investors. Certain Latin American countries may impose restrictions on the free conversion of their currency into foreign currencies, including the U.S. dollar. There is no significant foreign exchange market for many currencies and it would, as a result, be difficult for the Underlying Funds to engage in foreign currency transactions designed to protect the value of the Underlying Funds’ interests in securities denominated in such currencies.

          A number of Latin American countries are among the largest debtors of developing countries. Argentina’s bankruptcy in the early 2000s and the resulting financial turmoil in its neighboring countries are just the latest chapters in Latin America’s long history of foreign debt and default. Almost all of the region’s economies have become highly dependent upon foreign credit and loans from external sources to fuel their state-sponsored economic plans. Government profligacy and ill-conceived plans for modernization have exhausted these resources with little benefit accruing to the economy and most countries have been forced to restructure their loans or risk default on their debt obligations. In addition, interest on the foreign debt and other loans is subject to market conditions and may reach levels that would impair economic activity and create a difficult and costly environment for borrowers. There have been moratoria on, and rescheduling of, repayment with respect to these debts. Such events can restrict the flexibility of these debtor nations in the international markets and result in the imposition of onerous conditions on their economies.

          Investment in Japan. Government-industry cooperation, a strong work ethic, mastery of high technology, emphasis on education, and a comparatively small defense allocation helped Japan advance with extraordinary speed to become one of the largest economic powers along with the United States and the EU. Despite its impressive history, investors face special risks when investing in Japan.

          The Japanese economy languished for much of the 1990s, possibly due to a lack of effective governmental action in the areas of tax reform to reduce high tax rates, banking regulation to address enormous amounts of bad debt, and economic reforms to attempt to stimulate spending, but has recovered steadily since the early 2000s. Nonetheless, the yen has had a history of unpredictable and volatile movements against the U.S. dollar; a weakening yen hurts U.S. investors holding yen-denominated securities. Finally, the Japanese stock market has experienced wild swings in value over time and has often been considered significantly overvalued.

          Japan has historically depended on oil for most of its energy requirements. Almost all of its oil is imported, the majority from the Middle East. In the past, oil prices have had a major impact on the domestic economy but more recently Japan has worked to

B-16  Statement of Additional Information § TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds

reduce its dependence on oil by encouraging energy conservation and use of alternative fuels. In addition, a restructuring of industry with emphasis shifting from basic industries to processing and assembly type industries, has contributed to the reduction of oil consumption. However there is no guarantee this favorable trend will continue.

          Overseas trade is important to Japan’s economy. Japan has few natural resources and must export to pay for its imports of these basic requirements. Because of the concentration of Japanese exports in highly visible products such as automobiles, machine tools and semiconductors and the large trade surpluses ensuing therefrom, Japan has had difficult relations with its trading partners, particularly the United States. It is possible that trade sanctions or other protectionist measures could impact Japan adversely in both the short term and long term.

          Beginning in the late 1990s, the nation’s financial institutions were successfully overhauled under the strong leadership of the government. Banks, in particular, disposed of their huge overhang of bad loans and trimmed their balance sheets, and are now competing with foreign institutions as well as other types of financial institutions. The successful financial sector reform coincided with Japan’s economic recovery, which set the stage for a bright future outlook for Japanese companies. Many Japanese companies cut costs, took care of unfunded pension liabilities and wrote off impaired assets during the last few years. As the Japanese economy began to grow again, it achieved improved profitability and earnings growth.

          Investment in Asia other than Japan. The political history of some Asian countries has been characterized by political uncertainty, intervention by the military in civilian and economic spheres, and political corruption. Such developments, if they continue to occur, could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers and result in significant disruption in securities markets. The economies of many countries in the region are heavily dependent on international trade and are accordingly affected by protective trade barriers and the economic conditions of their trading partners, principally, the United States, Japan, China and the EU.

          Certain Asian countries may have managed currencies which are maintained at artificial levels to the U.S. dollar rather than at levels determined by the market. This type of system can lead to sudden and large adjustments in the currency which, in turn, can have a disruptive and negative effect on foreign investors. Certain Asian countries also may restrict the free conversion of their currency into foreign currencies, including the U.S. dollar. There is no significant foreign exchange market for certain currencies and it would, as a result, be difficult for the Underlying Funds to engage in foreign currency transactions designed to protect the value of the Underlying Funds’ interests in securities denominated in such currencies.

          A number of Asian companies are highly dependent on foreign loans for their operation which could impose strict repayment term schedules and require significant economic and financial restructuring.

          Depositary Receipts. The Underlying Funds may invest in American, European and Global Depositary Receipts (“ADRs,” “EDRs” and “GDRs,” respectively). They are alternatives to the purchase of the underlying securities in their national markets and currencies. Although their prices are quoted in U.S. dollars, they do not eliminate all the risks of foreign investing.

          ADRs represent the right to receive securities of foreign issuers deposited in a domestic bank or a foreign correspondent bank. To the extent that an Underlying Fund acquires ADRs through banks which do not have a contractual relationship with the foreign issuer of the security underlying the ADR to issue and service such ADRs, there may be an increased possibility that the Fund would not become aware of, and be able to respond to, corporate actions such as stock splits or rights offerings involving the foreign issuer in a timely manner. In addition, the lack of information may result in inefficiencies in the valuation of such instruments. However, by investing in ADRs rather than directly in the stock of foreign issuers, an Underlying Fund will avoid currency risks during the settlement period for either purchases or sales. In general, there is a large, liquid market in the United States for ADRs quoted on a national securities exchange or the national market system, including the NASDAQ Stock Market, Inc. (“NASDAQ”). The information available for ADRs is subject to the accounting, auditing and financial reporting standards of the domestic market or exchange on which they are traded, which standards are more uniform and more exacting than those to which many foreign issuers may be subject.

          EDRs and GDRs are receipts evidencing an arrangement with a non-U.S. bank similar to that for ADRs and are designed for use in non-U.S. securities markets. EDRs and GDRs are not necessarily quoted in the same currency as the underlying security.

          Other Investment Techniques and Opportunities. Each Underlying Fund may take certain actions with respect to merger proposals, tender offers, conversion of equity-related securities and other investment opportunities with the objective of enhancing the portfolio’s overall return, irrespective of how these actions may affect the weight of the particular securities in the Fund’s portfolio.

          Industry Concentrations. None of the Underlying Funds will concentrate more than 25% of its total assets in any one industry.

          Portfolio Turnover. The transactions a Fund engages in are reflected in its portfolio turnover rates. The rate of portfolio turnover is calculated by dividing the lesser of the amount of purchases or sales of portfolio securities during the fiscal year by the monthly average of the value of the Underlying Funds’ portfolio securities (excluding from the computation all securities, including options, with maturities at the time of acquisition of one year or less). A high rate of portfolio turnover for an Underlying Fund generally involves correspondingly greater brokerage commission expenses, which must be borne directly by the Funds and ultimately by the Funds’ shareholders, including the Lifecycle Funds. However, because portfolio turnover is not a limiting factor in determining whether or not to sell portfolio securities, a particular investment may be sold at any time, if investment judgment or account operations make a sale advisable. Because each Lifecycle Fund will purchase and sell the principal portion of its portfolio securities (i.e. shares of the Underlying Funds) by dealing directly with the issuer (the Underlying Funds), the Lifecycle Funds will not incur any brokerage commissions on most of their portfolio trades.

TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds§ Statement of Additional InformationB-17

MANAGEMENT OF THE TRUST

THE BOARD OF TRUSTEES

          The Board of Trustees oversees the Trust’s business affairs, including, among other things, approving the Lifecycle Funds’ investment objectives and policies. The Board delegates the day-to-day management of the Lifecycle Funds to Advisors and its officers (see below). The Board meets periodically to review, among other things, the Lifecycle Funds’ activities, contractual arrangements with companies that provide services to the Lifecycle Funds and the performance of the Lifecycle Funds’ investment portfolios.

TRUSTEES AND OFFICERS

          The following tables include certain information about the trustees and officers of the Trust, including positions held with the Trust, length of office and time served, and principal occupations in the last five years. The first table includes information about the Trust’s disinterested trustees and the second table includes information about the Trust’s officers. The first table also includes the number of portfolios in the fund complex overseen by each trustee and certain directorships held by each of them. The Trust has no interested trustees.

DISINTERESTED TRUSTEES

Name, Address and Date of Birth	Position(s) Held with Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustees
Forrest Berkley c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 Date of Birth (“DOB”): 4/25/54	Trustee	Indefinite term. Trustee since 2006.	Retired. Partner (1990-2005) and Head of Global Product Management (2003-2005), GMO (formerly, Grantham, Mayo, Van Otterloo & Co.) (investment management); and member of asset allocation portfolio management team, GMO (2003-2005).	61	Director and member of the Investment Committee, the Maine Coast Heritage Trust and the Boston Athanaeum; and Director, Appalachian Mountain Club.
Nancy A. Eckl c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 10/06/62	Trustee	Indefinite term. Trustee since 2007.	Former Vice President (1990-2006). American Beacon Advisors, Inc. and Vice President of certain funds advised by American Beacon Advisors, Inc.	61	Independent Director, The Lazard Funds, Inc., Lazard Retirement Series, Inc., Lazard Global Total Return and Income Fund, Inc. and Lazard World Dividend and Income Fund, Inc. and Member of the Board of Managers of Lazard Alternative Strategies Fund, LLC.
Eugene Flood, Jr. c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 10/31/55	Trustee	Indefinite term. Trustee since 2005.	President, and Chief Executive Officer (since 2000) and a Director (since 1994) of Smith Breeden Associates, Inc. (investment adviser).	61	None
Michael A. Forrester c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 11/05/67	Trustee	Indefinite term. Trustee since 2007.	Chief Operating Officer, Copper Rock Capital Partners (since September 2007). Formerly, Chief Operating Officer, DDJ Capital Management (2003-2006); and Executive Vice President (2000-2002), Senior Vice President (1995-2000) and Vice President (1992-1995), Fidelity Investments.	61	None
Howell E. Jackson c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 1/4/54	Trustee	Indefinite term. Trustee since 2005.	James S. Reid, Jr. Professor of Law (since 2004), Vice Dean for Budget (2003-2006) and on the faculty (since 1989) of Harvard Law School.	61	None
Nancy L. Jacob c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 1/15/43	Chairman of the Board, Trustee	Indefinite term. Trustee since 1999.	President and Founder (since 2006) of NLJ Advisors, Inc. (investment adviser). Formerly, President and Managing Principal, Windermere Investment Associates (1997-2006); Chairman and Chief Executive Officer, CTC Consulting, Inc. (1994-1997); and Executive Vice President, U.S. Institutional Funds of the Pacific Northwest (1993-1996).	61	Director and Chairman of the Investment Committee of the Okabena Company (financial services).
Bridget A. Macaskill c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 8/5/48	Trustee	Indefinite term. Trustee since 2003.	Principal and Founder BAM Consulting LLC (since 2003); and Independent Consultant for Merrill Lynch (since 2003). Formerly, Chairman, Oppenheimer Funds, Inc. (2000-2001); and Chief Executive Officer (1995-2001); President (1991-2000); and Chief Operating Officer (1989-1995) of that firm.	61	Director, Prudential plc, Scottish & Newcastle plc (brewer), Federal National Mortgage Association (Fannie Mae), International Advisory Board and British-American Business Council.

B-18   Statement of Additional Information § TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds

DISINTERESTED TRUSTEES (continued)

Name, Address and Date of Birth	Position(s) Held with Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustees
James M. Poterba c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 7/13/58	Trustee	Indefinite term. Trustee since 2006.	Head (since 2006) and Associate Head (1994-2000 and 2001-2006), Economics Department, Massachusetts Institute of Technology (MIT); Mitsui Professor of Economics, MIT (since 1996); and Program Director, National Bureau of Economic Research (since 1990).	61	Director, The Jeffrey Company and Jeflion Company (unregistered investment companies).
Maceo K. Sloan c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 10/18/49	Trustee	Indefinite term. Trustee since 2001.	Chairman, President and Chief Executive Officer, Sloan Financial Group, Inc. (since 1991); Chairman, CEO and CIO, NCM Capital Management Group, Inc. (since 1991); and Chairman and CEO, NCM Capital Advisers Inc. (since 2003).	61	Director, SCANA Corporation (energy holding company) and M&F Bancorp, Inc.
Laura T. Starks c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 2/17/50	Trustee	Indefinite term. Trustee since 2006.	Chairman, Department of Finance, the Charles E. and Sarah M. Seay Regents Chair in Finance (since 2002), and Director, AIM Investment Center, McCombs School of Business, University of Texas at Austin (since 2000); Professor, University of Texas at Austin (since 1987); and Fellow, Financial Management Association (since 2002). Formerly, Associate Dean for Research, University of Texas at Austin (2001-2002); Associate Director for Research, the Center for International Business Education and Research, University of Texas at Austin (2000-2003); and Director of the Bureau of Business Research, University of Texas at Austin (2001-2002).	61	None

OFFICERS

Name, Address and Date of Birth	Position(s) Held with Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
Mary (Maliz) E. Beams TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/29/56	Executive Vice President	One-year term. Executive Vice President since 2007.	Executive Vice President of TIAA (since July 2007) and of TIAA-CREF Institutional Mutual Funds, CREF, TIAA-CREF Life Funds and TIAA Separate Account VA-1 (collectively, the “TIAA-CREF Fund Complex”) (since September 2007). President and Chief Executive Officer, TIAA-CREF Individual & Institutional Services, LLC (since July 2007). Senior Managing Director and Head of Wealth Management Group OF TIAA (since 2004). Formerly, Partner, Spyglass Investments (2002-2003); Partner and Managing Director, President of Global Business Development for the Mutual Fund Group and Head of International Mutual Fund and Offshore Businesses of Zurich Scudder Investments; and Head of U.S. Scudder Direct Retail Business and Chief Executive Officer of Scudder Brokerage (1997-2002).
Richard S. Biegen TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 5/08/62	Vice President and Chief Compliance Officer	One-year term. Vice President and Chief Compliance Officer starting February 4, 2008.	Chief Compliance Officer of the TIAA-CREF Fund Complex; Vice President, Funds and Advisor Chief Compliance Officer of TIAA; and Chief Compliance Officer of Advisors and Investment Management. Formerly Managing Director/Director of Global Compliance, AIG Global Investment Group (2000-2008); Senior Vice President/Group Head, Regulatory Oversight Group, Scudder Kemper Investments, Inc. (1998-2000); Chief Compliance Officer/Vice President, Legal Department, Salomon Brothers Asset Management, Inc. (1997-1998); Assistant General Counsel/Director, Securities Law Compliance, The Prudential Insurance Company of America (1994-1997); and Enforcement Staff Attorney, U.S. Securities and Exchange Commission (1988-1994).
Scott C. Evans TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 5/11/59	President and Principal Executive Officer	One-year term. President and Principal Executive Officer since 2007.	Principal Executive Officer and President of TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life Funds (collectively, the “TIAA-CREF Funds”) (since 2007). Executive Vice President (since 1999) and Head of Asset Management (since 2006) of TIAA, CREF and TIAA Separate Account VA-1. Director of TPIS (since 2006) and Advisors (since 2004). President and Chief Executive Officer of Investment Management and Advisors and Manager of Investment Management (since 2004). Executive Vice President and Head of Asset Management of the TIAA-CREF Funds (2006-2007), Formerly, Manager of TIAA Realty Capital Management, LLC (2004-2006), and Chief Investment Officer of TIAA (2004- 2006) and the TIAA-CREF Fund Complex (2003-2005).
Phillip G. Goff TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 11/22/63	Principal Financial Officer, Principal Accounting Officer and Treasurer	One-year term. Principal Financial Officer, Principal Accounting Officer and Treasurer since 2007.	Principal Financial Officer, Principal Accounting Officer and Treasurer of TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life Funds (since 2007). Funds Treasurer of TIAA (since 2006). Formerly, Chief Financial Officer, Van Kampen Funds (2005-2006); and Vice President and Chief Financial Officer, Enterprise Capital Management and the Enterprise Group of Funds (1995-2005).
I. Steven Goldstein TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 9/24/52	Executive Vice President	One-year term. Executive Vice President since 2003.	Executive Vice President of TIAA and the TIAA-CREF Fund Complex (since 2003). Formerly, Director of TIAA-CREF Life (2003-2006); Advisor for McKinsey & Company (2003); Vice President, Corporate Communications for Dow Jones & Co. and The Wall Street Journal (2001-2002); and Senior Vice President and Chief Communications Officer for Insurance Information Institute (1993-2001).

TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds § Statement of Additional Information   B-19

OFFICERS (continued)

Name, Address and Date of Birth	Position(s) Held with Funds	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
George W. Madison TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 10/17/53	Executive Vice President and General Counsel	One-year term. Executive Vice President and General Counsel since 2003.	Executive Vice President and General Counsel of TIAA and the TIAA-CREF Fund Complex (since 2003). Formerly, Executive Vice President, Corporate Secretary, and General Counsel of Comerica Incorporated (1997-2003).
Erwin W. Martens TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/8/56	Executive Vice President	One-year term. Executive Vice President since 2003.	Executive Vice President of TIAA and the TIAA-CREF Fund Complex (since 2003). Director of Advisors, TPIS, and Manager of Investment Management. Formerly, Managing Director and Chief Risk Officer, Putnam Investments (1999-2003); and Head and Deputy Head of Global Market Risk Management, Lehman Brothers (1997-1999).
Dermot J. O’Brien TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/13/66	Executive Vice President	One-year term. Executive Vice President since 2003.	Executive Vice President of TIAA and the TIAA-CREF Fund Complex (since 2003) and Head of Corporate Services (since 2006). Formerly Director, TIAA-CREF Life (2003-2006); First Vice President and Head of Human Resources, International Private Client Division and Global Debt Markets, Merrill Lynch & Co. (1999-2003); and Vice President and Head of Human Resources, Japan Morgan Stanley (1998-1999).
Eric C. Oppenheim TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 7/31/48	Vice President and Acting Chief Compliance Officer (until February 4, 2008)	One-year term. Vice President and Acting Chief Compliance Officer since 2005.	Vice President and Acting Chief Compliance Officer of the TIAA-CREF Fund Complex (since 2005). Formerly, Vice President of Investment Management and Advisors (2005-2006). Acting Chief Compliance Officer of Advisors and Services (2005-2006); Vice President and Compliance Officer of TIAA (2004-2005); First Vice President and Manager of Compliance and Centralized Trust Functions, Private Banking Division (2001-2004), and Manager of Compliance and Regulatory Affairs, Investment Banking Division (1993-2001), Comerica Incorporated.
Marjorie Pierre-Merritt TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 5/28/66	Vice President and Acting Corporate Secretary	One year term. Vice President and Acting Corporate Secretary since 2007.	Vice President and Acting Corporate Secretary of TIAA and the TIAA-CREF Fund Complex (since September 2007); and Assistant Corporate Secretary of TIAA (2006-2007). Formerly, Assistant Corporate Secretary of The Dun & Bradstreet Corporation (2003-2006); and Counsel, The New York Times Company (2001-2003).
Bertram L. Scott TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/26/51	Executive Vice President	One-year term. Executive Vice President since 2000.	Executive Vice President, Strategy Implementation and Policy of TIAA and the TIAA-CREF Fund Complex (since 2006). Formerly, Executive Vice President, Product Management of TIAA and TIAA-CREF Fund Complex (2000-2005); and President and Chief Executive Officer, Horizon Mercy (1996-2000).
Edward D. Van Dolsen TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 4/21/58	Executive Vice President	One-year term. Executive Vice President since 2006.	Executive Vice President, Institutional Client Services (since 2006). Director of Tuition Financing and Manager of Services. President and Chief Executive Officer of TIAA-CREF Redwood, LLC. Formerly, Senior Vice President, Pension Products (2003-2006), Vice President, Support Services (1998-2003), of TIAA and the TIAA-CREF Fund Complex.

EQUITY OWNERSHIP OF THE TRUSTEES

          The following chart includes information relating to equity securities that are beneficially owned by the Trust’s trustees in the Lifecycle Funds and in the same “family of investment companies” as the Lifecycle Funds, as of December 31, 2007. At this time, the Lifecycle Funds’ family of investment companies included the Lifecycle Funds and all of the other series of the Trust, CREF, TIAA-CREF Life Funds and TIAA Separate Account VA-1.

DISINTERESTED TRUSTEES

Name of Trustee	Dollar Range of Equity Securities in the Lifecycle Funds	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies
Forrest Berkley	None	Over $100,000
Nancy A. Eckl	None	$50,001 - $100,000
Eugene Flood, Jr.	None	Over $100,000
Michael A. Forrester	None	$10,001 - $50,000
Howell E. Jackson	None	Over $100,000
Nancy L. Jacob	None	Over $100,000
James M. Poterba	None	Over $100,000
Bridget Macaskill	None	Over $100,000
Maceo K. Sloan	None	Over $100,000
Laura T. Starks	Lifecycle 2010 – Retirement Class: $10,001 - $50,000	Over $100,000

B-20   Statement of Additional Information § TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds

TRUSTEE AND OFFICER COMPENSATION

          The following table shows the compensation received from the Trust and the TIAA-CREF Fund Complex by each non-officer trustee for the fiscal year ended September 30, 2007. The Funds’ officers receive no compensation from any fund in the TIAA-CREF fund complex. For purposes of this chart, the TIAA-CREF fund complex consists of: CREF, TIAA Separate Account VA-1, TIAA-CREF Mutual Funds (which were merged into corresponding series of the Trust on April 20, 2007), TIAA-CREF Life Funds and the Trust (including the TIAA-CREF Lifecycle Funds), each a registered investment company.

DISINTERESTED TRUSTEES

Name of Person	Aggregate Compensation From TIAA-CREF Institutional Mutual Funds		Pension or Retirement Benefits Accrued As Part of Fund Expenses		Total Compensation Paid From Fund Complex
Forrest Berkley	$	10,567.01	$	5,636.55	$	258,400.00
Nancy A. Eckl	$	4,245.22	$	2,819.01	$	95,000.00
Eugene Flood, Jr.	$	11,584.70	$	4,697.28	$	251,900.00
Michael A. Forrester	$	542.73	$	0.00	$	7,500.000
Howell E. Jackson	$	12,280.36	$	4,697.28	$	261,200.00
Nancy L. Jacob	$	16,322.77	$	4,697.28	$	325,500.00
Bridget A. Macaskill	$	7,083.04	$	4,697.28	$	184,550.00
James M. Poterba	$	10,018.28	$	4,697.28	$	229,800.00
Maceo K. Sloan*	$	14,130.47	$	4,697.28	$	290,500.00
Laura T. Starks	$	10,463.99	$	4,697.28	$	233,700.00

* This compensation, or a portion of it, 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. Excluding this year’s deferrals, a total of $223,345.02, including interest, earned across the fund complex has been deferred for prior years’ service, including interest through September 30, 2007, for all current trustees who had elected to defer their compensation.

          The Board has approved trustee compensation at the following rates effective January 1, 2007: an annual retainer of $50,000; a Board and committee meeting fee of $2,500; an annual long-term compensation contribution of $75,000; an annual committee chair fee of $10,000 ($15,000 for the chairs of the Operations and Audit and Compliance Committees); an annual Board chair fee of $25,000; and an annual Operations and Audit and Compliance Committee member fee of $5,000. The trustees also receive $2,500 per meeting for attending any shareholder meetings. Trustee compensation reflects service to all of the investment companies within the TIAA-CREF Fund Complex and is pro-rated to those companies based upon assets under management. The level of compensation is evaluated regularly and is based on a study of compensation at comparable companies, the time and responsibilities required of the trustees, and the need to attract and retain well-qualified Board members.

          The Funds have a long-term compensation plan for non-officer trustees. Currently, under this unfunded plan, annual contributions equal to $75,000 are allocated to notional investments in TIAA-CREF products (like TIAA or CREF annuities and/or certain Funds) selected by each trustee. After the trustee leaves the Board, benefits will be paid in a lump sum or in annual installments over 5, 10, 15 or 20 years, as requested by the trustee. The Board may waive the mandatory retirement policy for the trustees, which would delay the commencement of benefit payments until after the trustee eventually retires from the Board. Pursuant to a separate deferred compensation plan, non-officer trustees also have the option to defer payments of their basic retainer, additional retainers and/or meeting fees and allocate those amounts to notional investments in TIAA-CREF products (like TIAA or CREF annuities and/or certain Funds) selected by each trustee. Benefits under that plan are also paid in a lump sum or annual installments over 5, 10, 15 or 20 years, as requested by the trustee. The compensation table above does not reflect any payments under the long-term compensation plan.

BOARD COMMITTEES

          The Board of Trustees has appointed the following standing committees, each with specific responsibilities for aspects of the Trust’s operations:

(1)	An Audit and Compliance Committee, consisting solely of independent trustees, which assists the full Board in fulfilling its oversight responsibilities for financial and operational reporting, internal controls and certain compliance and ethics matters. The Audit and Compliance Committee is charged with approving the appointment, compensation, retention (or termination) and oversight of the work of the Funds’ independent registered public accounting firm. The Audit and Compliance Committee has adopted a formal written charter that is available upon request. During the fiscal year ended September 30, 2007, the Audit and Compliance Committee held seven meetings. The current members of the Audit and Compliance Committee are Mr. Sloan (chair), Mr. Berkley, Mr. Forrester, Ms. Macaskill and Prof. Poterba. Mr. Sloan has been designated as the audit committee financial expert.
(2)	An Investment Committee, consisting solely of independent trustees, which assists the full Board in fulfilling its oversight responsibility for the management of the Trust’s investments. During the fiscal year ended September 30, 2007, the Investment Committee held six meetings. The current members of the Investment Committee are Dr. Flood (chair), Mr. Berkley, Ms. Eckl, Dr. Jacob, Ms. Macaskill, Prof. Poterba and Mr. Sloan.
(3)	A Corporate Governance and Social Responsibility Committee, consisting solely of independent trustees, which assists the full 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 and the initiation of appropriate shareholder

TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds § Statement of Additional Information   B-21

	resolutions. During the fiscal year ended September 30, 2007, the Corporate Governance and Social Responsibility Committee held eleven 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 year ended September 30, 2007, the Executive Committee did not hold any meetings. The current members of the Executive Committee are Dr. Jacob (chair), Dr. Flood, Prof. Jackson, Prof. Poterba and Mr. Sloan.
(5)	A Nominating and Governance Committee, consisting solely of independent trustees, which nominates certain Trust officers and the members of the standing committees of the Board, and recommends candidates for election as trustees. During the fiscal year ended September 30, 2007, the Nominating and Governance Committee held thirteen meetings. The current members of the Nominating and Governance Committee are Dr. Jacob (chair), Dr. Flood, Dr. Starks and Mr. Sloan.
(6)	An Operations Committee, consisting solely of independent trustees, which assists the full 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 September 30, 2007, the Operations Committee held ten meetings. The current members of the Operations Committee are Prof. Jackson (chair), Ms. Eckl, Dr. Flood, Dr. Jacob 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 Institutional Mutual Funds. The Secretary’s address is: Office of the Corporate Secretary, 730 Third Avenue, New York, New York 10017-3206 or trustees@tiaa-cref.org.

PROXY VOTING POLICIES

          The Trust has adopted policies and procedures to govern Lifecycle Funds’ and Underlying Funds’ voting of proxies of portfolio companies. The Underlying Funds seek to use proxy voting as a tool to promote positive returns for long-term shareholders. The Trust believes that companies that follow good corporate governance practices and are responsive to shareholder concerns are more likely to produce better returns than those companies that do not follow these practices or act in such a manner.

          As a general matter, the Board of Trustees has delegated to Advisors responsibility for voting proxies of the Lifecycle Funds’ and Underlying Funds’ portfolio companies in accordance with Board approved guidelines established by the Corporate Governance and Social Responsibility Committee. Guidelines for proposals related to corporate governance proposals and social issues are articulated in the TIAA-CREF Policy Statement on Corporate Governance, attached as an Appendix to this SAI. Advisors votes proxies solicited by an Underlying Fund in the same proportion as the vote of the Underlying Fund’s shareholders other than the Lifecycle Funds (sometimes called “mirror” or “echo” voting).

          Advisors has a team of professionals responsible for reviewing and voting each proxy. In analyzing a proposal, these professionals utilize various sources of information to enhance their ability to evaluate the proposal. These sources may include third-party proxy advisory firms, various corporate governance related publications and TIAA-CREF investment professionals. Based on their analysis of each proposal and guided by the TIAA-CREF Policy Statement on Corporate Governance, these professionals then vote in a manner intended solely to advance the interests of the Funds’ shareholders. Occasionally, when a proposal relates to social or environmental concerns or governance issues not addressed in the TIAA-CREF Policy Statement on Corporate Governance, Advisors seeks guidance on how to vote from the Corporate Governance and Social Responsibility Committee.

          Advisors believes there are no material conflicts of interest that interfere with its voting decisions on behalf of the Lifecycle Funds and the Underlying Funds. There may be rare instances in which a trustee or senior executive of the Funds, Advisors or Advisors’ affiliates is either a director or executive of a portfolio company. In such cases, this individual is required to recuse himself or herself from all decisions regarding the portfolio company.

          A record of all proxy votes cast for each of the Lifecycle Funds for the twelve-month period ended June 30, 2007, can be obtained, free of charge, at www.tiaa-cref.org, and on the SEC’s website at www.sec.gov.

B-22  Statement of Additional Information § TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds

PRINCIPAL HOLDERS OF SECURITIES

          As of December 31, 2007, the following persons are known by the Trust to hold beneficially or of record 5% or more of the outstanding shares of either class of the Lifecycle Funds:

Fund/Class	Percentage    of Holding			Shares
Teachers Insurance and Annuity Association 730 Third Avenue New York, NY 10017-3206
Lifecycle 2010 Fund - Institutional Class		8.34	%		52,009.2520
Lifecycle 2015 Fund - Institutional Class		9.75	%		51,957.0200
Lifecycle 2020 Fund - Institutional Class		19.01	%		52,069.1930
Lifecycle 2025 Fund - Institutional Class		16.51	%		51,962.7390
Lifecycle 2030 Fund - Institutional Class		21.70	%		52,006.6570
Lifecycle 2035 Fund - Institutional Class		28.98	%		51,937.5950
Lifecycle 2040 Fund - Institutional Class		17.04	%		51,859.3930
Lifecycle 2045 Fund - Retirement Class		100.00	%		102,258.7270
Lifecycle 2045 Fund - Institutional Class		100.00	%		102,282.2380
Lifecycle 2050 Fund - Retirement Class		100.00	%		102,258.7270
Lifecycle 2050 Fund - Institutional Class		100.00	%		102,282.2380
Lifecycle Retirement Income Fund - Retail Class		98.60	%		405,025.8390
Lifecycle Retirement Income Fund - Institutional Class		100.00	%		303,769.3790
Lifecycle Retirement Income Fund - Retirement Class		100.00	%		303,692.7770
TIAA-CREF JP Morgan Retirement Plans Program 3 Metrotech Ctr Fl 6 Brooklyn, NY 11245-0001
Lifecycle 2010 Fund - Retirement Class		79.51	%		20,060,411.6760
Lifecycle 2015 Fund - Retirement Class		78.60	%		16,371,808.2050
Lifecycle 2020 Fund - Retirement Class		79.51	%		14,204,938.5510
Lifecycle 2025 Fund - Retirement Class		83.01	%		12,623,536.0040
Lifecycle 2030 Fund - Retirement Class		86.15	%		11,758,964.1400
Lifecycle 2035 Fund - Retirement Class		88.53	%		9,660,762.3380
Lifecycle 2040 Fund - Retirement Class		90.39	%		13,801,480.1870
JP Morgan TIAA-CREF Trust CO IRA Program 3 Metrotech Ctr Fl 6 Brooklyn, NY 11245-0001
Lifecycle 2010 Fund - Retirement Class		19.96	%		5,035,038.0310
Lifecycle 2015 Fund - Retirement Class		20.74	%		4,321,161.1740
Lifecycle 2020 Fund - Retirement Class		19.68	%		3,515,330.2400
Lifecycle 2025 Fund - Retirement Class		16.18	%		2,460,021.5000
Lifecycle 2030 Fund - Retirement Class		12.93	%		1,765,002.5230
Lifecycle 2035 Fund - Retirement Class		10.15	%		1,107,654.4210
Lifecycle 2040 Fund - Retirement Class		8.75	%		1,336,563.5700

Fund/Class	Percentage    of Holding			Shares
TIAA-CREF Individual & Institutional Services Inc. For Exclusive Benefit of Customers 730 Third Avenue New York, NY 10017-3206
Lifecycle 2010 Fund - Institutional Class		91.66	%		623,556.4050
Lifecycle 2015 Fund - Institutional Class		90.25	%		532,688.7880
Lifecycle 2020 Fund - Institutional Class		80.99	%		273,948.9030
Lifecycle 2025 Fund - Institutional Class		83.49	%		314,772.4130
Lifecycle 2030 Fund - Institutional Class		78.30	%		239,641.4590
Lifecycle 2035 Fund - Institutional Class		71.02	%		179,207.0060
Lifecycle 2040 Fund - Institutional Class		82.96	%		304,345.9260

          The current trustees and officers of the Trust, as a group, beneficially or of record owned less than 1% of the shares of each of the classes of the Lifecycle Funds as of December 31, 2007.

          Any person owning more than 25% of a Fund’s shares may be considered a “controlling person” of that Fund. A controlling person’s vote could have a more significant effect on matters presented to shareholders for approval than the vote of other Fund shareholders.

INVESTMENT ADVISORY AND OTHER SERVICES

          As explained in the Prospectuses, investment advisory services and related services for each of the Lifecycle Funds are provided by personnel of Advisors. Advisors manages the investment and reinvestment of the assets of each Lifecycle Fund, subject to the oversight of the Investment Committee of the Board of Trustees.

          TIAA, an insurance company, holds all of the shares of TIAA-CREF Enterprises, Inc. (“Enterprises”), which in turn holds all of the shares of Advisors and of Teachers Personal Investors Services (“TPIS”), the principal underwriter for the Trust. TIAA also holds all the shares of TIAA-CREF Individual & Institutional Services, LLC (“Services”) and TIAA-CREF Investment Management, LLC (“Investment Management”). Services acts as the principal underwriter, and Investment Management provides investment advisory services, to CREF, a companion organization to TIAA. All of the foregoing are affiliates of the Trust and Advisors.

          As noted in the Prospectuses, Advisors manages the Lifecycle Funds under an Investment Management Agreement. Under the agreement, investment management fees are payable monthly to Advisors. They are calculated as a percentage of the average value of the net assets each day for each Lifecycle Fund, and are accrued daily proportionately at 1/365th (1/366th in a leap year) of the rates set forth in the Prospectuses.

          Each of the Underlying Funds has also entered into an investment management agreement with Advisors. Each Lifecycle Fund indirectly bears a pro rata share of the investment management fees and other expenses incurred by the Underlying Funds in which the Lifecycle Fund invests. However, Advisors has contractually agreed to waive its 0.10% investment management fee on each Lifecycle Fund and reimburse the Funds for all of their “other expenses” (as defined in the Prospectus) except the

TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds § Statement of Additional Information   B-23

Retirement Class service fee (discussed below) through at least April 30, 2009 for the Lifecycle 2045, 2050 and Retirement Income Funds and January 31, 2009 for the Lifecycle 2010, 2015, 2020, 2025, 2030, 2035 and 2040 Funds.

          For the fiscal years ended September 30, 2007, 2006 and 2005 the table below reflects the total dollar amount of investment management fees paid by each Lifecycle Fund.

	Fiscal Years Ended September 30,
Fund	2007		2006		2005
Lifecycle 2010 Fund	$	153,196	$	21,816	$	2,295
Lifecycle 2015 Fund	$	121,498	$	21,487	$	3,769
Lifecycle 2020 Fund	$	107,307	$	15,931	$	1,769
Lifecycle 2025 Fund	$	84,220	$	14,968	$	2,527
Lifecycle 2030 Fund	$	75,020	$	11,136	$	1,668
Lifecycle 2035 Fund	$	55,444	$	8,410	$	1,596
Lifecycle 2040 Fund	$	71,701	$	7,717	$	1,413
Lifecycle 2045 Fund	$	NA	$	NA	$	NA
Lifecycle 2050 Fund	$	NA	$	NA	$	NA
Lifecycle Retirement Income Fund	$	NA	$	NA	$	NA

RETIREMENT CLASS SERVICE AGREEMENT

          The Trust, including the Lifecycle Funds, has entered into a Service Agreement with Advisors, whereby Advisors provides or arranges for the provision of certain administrative services related to the offering of the Retirement Class of the Lifecycle Funds on retirement plan and other platforms (the “Retirement Class Service Agreement”).

          For the services rendered, the facilities furnished and expenses assumed by Advisors, the Lifecycle Funds pay an annual rate of 0.25% of net assets attributable to Retirement Class shares of the Lifecycle Funds under the Retirement Class Service Agreement. The service fees are accrued daily at their proportional annual rate. The fees paid under the Service Agreement for the fiscal years ended September 30, 2007, 2006 and 2005 are set forth in the table below:

	Fiscal Years Ended September 30,
Fund	2007		2006		2005
Lifecycle 2010 Fund	$	380,979	$	55,926	$	7,116
Lifecycle 2015 Fund	$	301,572	$	55,258	$	11,685
Lifecycle 2020 Fund	$	267,077	$	40,702	$	5,482
Lifecycle 2025 Fund	$	208,623	$	38,480	$	7,831
Lifecycle 2030 Fund	$	186,235	$	28,621	$	5,170
Lifecycle 2035 Fund	$	137,477	$	21,714	$	4,948
Lifecycle 2040 Fund	$	177,569	$	19,825	$	4,380
Lifecycle 2045 Fund	$	NA	$	NA	$	NA
Lifecycle 2050 Fund	$	NA	$	NA	$	NA
Lifecycle Retirement Income Fund	$	NA	$	NA	$	NA

          The Retirement Class Service Agreement will continue in effect until terminated. The Agreement provides that it may be terminated without penalty by the Board of Trustees or by Advisors, in each case on sixty (60) days’ written notice to the other party. The Agreement may also be amended as to any Lifecycle Fund by the parties only if such amendment is specifi-cally approved by the Board of Trustees.

UNDERWRITER

          TPIS, 730 Third Avenue, New York, NY 10017-3206, may be considered the “principal underwriter” for the Trust. TIAA holds all of the shares of Enterprises, which in turn holds all the shares of Advisors and of TPIS. Shares of the Trust 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 Trust from year to year subject to approval 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 to the Trust.

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 Lifecycle Funds. As custodian, State Street is responsible for the safekeeping of the Lifecycle Funds’ portfolio securities. State Street also acts as fund accounting agent for the Lifecycle Funds.

          Boston Financial Data Services, Inc., 2 Heritage Drive, Quincy, MA 02171, acts as the transfer and dividend paying agent for the Lifecycle Funds.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

          PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017, serves as the independent registered public accounting firm of the Trust and audits the Lifecycle Funds’ and the Underlying Funds’ annual financial statements. PricewaterhouseCoopers LLP has not yet audited the financial statements for the Lifecycle 2045, Lifecycle 2050 and Lifecycle Retirement Income Funds because such Funds have not completed a full year of operations.

PERSONAL TRADING POLICY

          The Trust and TPIS have adopted codes of ethics under Rule 17j-l 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.

INFORMATION ABOUT THE LIFECYCLE FUNDS’ PORTFOLIO MANAGEMENT TEAM

STRUCTURE OF COMPENSATION FOR PORTFOLIO MANAGERS

          Portfolio management team members 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).

          Investment performance is calculated, where records are available, over four years, each ending December 31. For each year, the gross excess return (on a before-tax basis) of each Lifecycle Fund is calculated versus each Lifecycle Fund’s composite benchmark index. Please see the Lifecycle Funds’

B-24  Statement of Additional Information § TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds

prospectuses for more detail regarding the components of their composite benchmark indices. This investment performance is averaged using a 40% weight for the most recent year, 30% for the second year, 20% for the third year and 10% for the fourth year. Utilizing the three variables discussed above, 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 management team members listed in the Prospectuses, 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 Lifecycle Funds they manage, as of September 30, 2007.

	Number of Other Accounts Managed				Total Assets In Accounts Managed (millions)
Name of Portfolio Manager	Registered Investment Companies		Other Pooled Investment Vehicles		Registered Investment Companies		Other Pooled Investment Vehicles		Dollar Range of Equity Securities Owned in Funds
John M. Cunniff, CFA		1*		0	$	642	$	0		Lifecycle 2040 Fund– Retirement Class–$10,001 - $50,000
Hans L. Erickson, CFA		2*		0	$	140,943	$	0		Lifecycle 2030 Fund– Retirement Class–Over $1 million
Pablo Mitchell		1*		0	$	642	$	0		Lifecycle 2035 Fund– Retirement Class–$10,001 - $50,000

* Not including the ten Lifecycle Funds.

POTENTIAL CONFLICTS OF INTEREST OF ADVISORS AND PORTFOLIO MANAGERS

          Portfolio managers of the Lifecycle Funds and the Underlying Funds may also manage other registered investment companies, unregistered investment pools and investment accounts that might raise potential conflicts of interest. Advisors has put in place policies and procedures designed to mitigate any such conflicts. These include:

          Conflicting Positions. Investment decisions made for the Lifecycle Funds or the Underlying 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 an Underlying Fund maintained its position in that security, the market price of such securities could decrease and adversely impact the Lifecycle or Underlying Fund’s performance. In the case of a short sale, the selling account would benefit from any decrease in price.

          Allocation of Investment Opportunities. Even where accounts have similar investment mandates as an Underlying Fund, Advisors may determine that investment opportunities, strategies or particular purchases or sales are appropriate for one or more other client or proprietary accounts, but not for the Fund, or are appropriate for the Fund but in different amounts, terms or timing than is appropriate for other client or proprietary accounts. As a result, the amount, terms or timing of an investment by an Underlying Fund may differ from, and performance may be lower than, investments and performance of other client or proprietary accounts.

          Aggregation and Allocation of Orders. Advisors may aggregate orders of the Underlying Funds and its other accounts (including proprietary accounts), and orders of client accounts managed by Investment Management, in each case consistent with Advisors’ policy to seek best execution for all orders. Although aggregating orders is a common means of reducing transaction costs for participating accounts, Advisors may be perceived as causing one client account, such as an Underlying Fund, to participate in an aggregated transaction in order to increase Advisors’ overall allocation of securities in that transaction or future transactions. Allocations of aggregated trades may also be perceived as creating an incentive for Advisors to disproportionately allocate securities expected to increase in value to certain client or proprietary accounts, at the expense of an Underlying Fund. In addition, an Underlying Fund may bear the risk of potentially higher transaction costs if aggregated trades are only partially filled or if orders are not aggregated at all.

          Advisors has adopted procedures designed to mitigate the foregoing conflicts of interest by treating each account, including the Underlying Funds, fairly and equitably over time in the allocation of investment opportunities and the aggregation and allocation of orders. The procedures also are designed to mitigate conflicts in potentially inconsistent trading and provide guidelines for trading priority. Moreover, Advisors’ trading activities are subject to supervisory review and compliance monitoring to help address and mitigate conflicts of interest and ensure that accounts are being treated fairly and equitably over time.

          For example, in allocating investment opportunities, a portfolio manager considers an account’s or fund’s investment objectives, investment restrictions, cash position, need for liquidity, sector concentration and other objective criteria. In addition, orders for the same single security are generally aggregated with other orders for the same single security received at the same time. If aggregated orders are fully executed, each participating account is allocated its pro rata share on an average price and trading cost basis. In the event the order is only partially filled, each participating account receives a pro rata share. Portfolio managers are also subject to restrictions on potentially inconsistent trading of single securities, although a portfolio manager may sell a single security short if the security is included in an

TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds § Statement of Additional Information  B-25

account’s benchmark and the portfolio manager is underweight in that security relative to the account’s benchmark. Moreover, the procedures set forth guidelines for trading priority with long sales of single securities generally having priority over short sales of the same or closely related securities.

          Advisors’ procedures also address basket trades (trades in a wide variety of securities — on average approximately 100 different issuers) used in quantitative strategies. However, basket trades are generally not aggregated or subject to the same types of restrictions on potentially inconsistent trading as single security trades because basket trades are tailored to a particular index or model portfolio based on the risk profile of a particular account pursuing a particular quantitative strategy. In addition, basket trades are not subject to the same trading priority guidelines as single security trades because an automated and systematic process is used to implement trades.

          Research. Advisors allocates brokerage commissions to brokers who provide execution and research services for the Underlying Funds and some or all of Advisors’ other clients. Such research services may not always be utilized in connection with the Underlying Funds or other client accounts that may have provided the commission or a portion of the commission paid to the broker providing the services. Advisors has adopted procedures with respect to these so-called “soft dollar” arrangements, including the use of brokerage commissions to pay for in-house and non-proprietary research, the process for allocating brokerage, and Advisors’ practices regarding the use of third-party soft dollars.

          IPO allocation. Advisors has adopted procedures to ensure that it allocates initial public offerings to the Underlying Funds and Advisors’ other clients in a fair and equitable manner, consistent with its fiduciary obligations to its clients.

          Compensation. The compensation paid to Advisors for managing the Lifecycle Funds and the Underlying Funds, as well as certain other clients, is based on a percentage of assets under management whereas the compensation paid to Advisors for managing certain other clients is based on cost. ,No client currently pays Advisors a performance-based fee. Nevertheless, Advisors may be perceived as having an incentive to allocate securities that are expected to increase in value to accounts in which Advisors has a proprietary interest or to certain other accounts in which Advisors receives a larger asset-based fee.

DISCLOSURE OF PORTFOLIO HOLDINGS

          The Board has adopted policies and procedures governing the disclosure by the Lifecycle Funds, the Underlying Funds and Advisors of Fund portfolio holdings to third parties, in order to ensure that this information is disclosed in a manner that is in the best interests of all Fund shareholders. As a threshold matter, except as described below, the Funds and Advisors will not disclose the Funds’ portfolio holdings to third parties, except as of the end of a calendar month, and no earlier than 30 days after the end of the calendar month. The Fund may disclose its portfolio holdings to all third parties who request it after that period. In addition, the Funds and Advisors may disclose the ten largest holdings of any Fund to third parties ten days after the end of the calendar month.

          The Funds and Advisors may disclose the Funds’ portfolio holdings to third parties outside the time restrictions described above as follows:

• Fund holdings in any particular security can be made available to stock exchanges or regulators, and Fund holdings in a particular issuer’s securities can be made available to that issuer, in each case subject to approval of Advisors’ Area Compliance Officer, Advisors’ Chief Compliance Officer or an attorney employed by Advisors holding the title of Chief Counsel or above.

• Fund portfolio holdings can be made available to rating and ranking organizations subject to a written confidentiality agreement that restricts trading on the information.

• 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 holding information to that third party is:

• approved by an individual holding the title of Executive Vice President or above;

• approved by an individual holding the title of Chief Counsel or above; and

• subject to a written confidentiality agreement which the third party agrees not to trade on the information.

          On an annual basis, the Boards of the Funds and of Advisors will receive a report on compliance with these portfolio holdings disclosure procedures, as well as a current copy of the procedures for the Boards’ review and approval.

          Currently, the Funds have ongoing arrangements to disclose, in accordance with the time restrictions and other provisions of the Funds’ portfolio holdings disclosure policy, the portfolio holdings of the Funds to the following recipients: Lipper, a Reuters company; Morningstar, Inc.; Mellon Analytical Solutions; S&P; The Thomson Corporation; and Bloomberg L.P. Each of these entities receives portfolio holdings information on a quarterly basis at least 30 days after the end of the most recent calendar month. No compensation was received by the Funds, Advisors or their affiliates as part of these arrangements to disclose portfolio holdings of the Funds.

          In addition, occasionally the Funds and Advisors disclose to certain broker-dealers a Fund’s portfolio holdings, in whole or in part, in order to assist the portfolio managers when they are determining the Funds’ portfolio management and trading strategies. These disclosures are done in accordance with the Funds’ portfolio holdings disclosure policy and are covered by confidentiality agreements.

          The Funds send summaries of their portfolio holdings to shareholders semi-annually as part of the Funds’ annual and semi-annual reports. Full portfolio holdings are also filed with the SEC, and can be accessed from the SEC’s website at www.sec.gov approximately 60 days after the end of each quarter (through Forms N-CSR and N-Q). You can request more frequent portfolio holdings information, subject to the Funds’ policy as stated above, by writing to the Funds at TIAA-CREF Institutional Mutual Funds, P.O. Box 4674, New York, NY 10164.

B-26   Statement of Additional Information § TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds

ABOUT THE TRUST AND THE SHARES

          The Trust was organized as a Delaware statutory trust on April 15, 1999. A copy of the Trust’s Certificate of Trust, dated April 15, 1999, as amended, is on file with the Office of the Secretary of State of the State of Delaware. As a Delaware statutory trust, the Trust’s operations are governed its Declaration of Trust. Upon the initial purchase of shares of beneficial interest in the Lifecycle Funds, each shareholder agrees to be bound by the Declaration of Trust, as amended from time to time.

CLASS STRUCTURE

          Each of the Lifecycle Funds offers two classes of shares, Retirement and Institutional. The Lifecycle Retirement Income Fund also offers Retail Class shares. The distribution and service fee arrangements of each share class are described below.

          Retail Class Shares. Retail Class shares are offered to many different types of investors, but are particularly aimed at individual investors. Minimum initial and subsequent investment requirements will apply to certain Retail Class investors, as well as a small account maintenance fee to be implemented in October 2008. The Lifecycle Retirement Income Fund has adopted a distribution plan pursuant to Rule 12b-1 of the Investment Company Act of 1940 for its Retail Class through which it can reimburse the Fund’s distributor (which, in turn, may reimburse other entities) for its efforts to distribute or promote Retail Class shares.

          Retirement Class Shares. Retirement Class shares of the Lifecycle Funds are offered primarily 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) and 457 of the Code. Additionally, Retirement Class shares may be offered by certain intermediaries who have entered into a contract arrangement with the Lifecycle Funds or their investment adviser or distributor that enables the intermediaries to purchase this class of shares.

          Institutional Class Shares. Institutional Class shares of the Lifecycle 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 offered 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 investments will apply to certain investors in Institutional Class shares.

          Shareholders investing through employee plans may have to pay additional expenses related to the administration of such plans. All expenses or costs of distributing or promoting Institutional Class shares of the Lifecycle Funds are paid by Advisors.

          The Lifecycle Funds invest in the Institutional Class Shares of the Underlying Funds. Institutional Class shares of the Underlying Funds are offered without distribution plan or shareholder service plan expenses or fees.

DISTRIBUTION (12b-1) PLANS

          The Trust’s Board of Trustees has adopted two Distribution Plans pursuant to Rule 12b-1 under the 1940 Act related to the Lifecycle Funds. The first distribution plan concerns the Retirement Class shares of each of the Lifecycle Funds (the “Retirement Class Plan”); the second distribution plan concerns Retail Class shares of the Lifecycle Retirement Income Fund (the “Retail Class Plan”).

          Under the Plans, the applicable Fund reimburses TPIS for all or part of certain expenses that TPIS incurs in connection with the promotion and distribution of its Retirement Class shares or Retail Class shares, respectively. The expenses for which a Lifecycle Fund may reimburse TPIS under the Plans 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 its Retirement Class or Retail Class shares. Reimbursements by a Fund under the Retirement Class Plan are calculated daily and paid monthly up to a rate or rates approved from time to time by the Board, provided that no rate approved by the Board for any Fund may exceed the annual rate of 0.05% of the average daily net asset value of Retirement Class shares of such Fund. Reimbursements by the Lifecycle Retirement Income Fund under the Retail Class Plan are calculated daily and paid monthly up to a rate or rates approved from time to time by the Board, provided that no rate may exceed the annual rate of 0.25% of the average daily net asset value of Retail Class shares of the Fund. For purposes of determining the reimbursements payable under each Plan, the NAV of the Lifecycle Funds’ outstanding Retirement Class or Retail Class shares are computed in accordance with the Declaration of Trust. Please note that TPIS has contractually agreed not to seek any reimbursement under either Plan through at least April 30, 2009 for the Lifecycle 2045, 2050 and Retirement Income Funds and January 31, 2009 for the Lifecycle 2010, 2015, 2020, 2025, 2030, 2035 and 2040 Funds.

          Each Plan has 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 financial interest in the operation of either Plan (the “Independent Trustees”), by votes cast in person at meetings called for the purpose of voting on such Plans. In adopting each Plan, the trustees concluded that, in their judgment, there is a reasonable likelihood that the Plan will benefit the holders of the Fund’s Retirement Class shares or Retail Class shares, respectively.

          Pursuant to each Plan, at least quarterly, TPIS provides the Trust with a written report of the amounts expended under the Distribution Plan and the purpose for which these expenditures were made. The trustees review these reports on a quarterly basis to determine their continued appropriateness.

          One of the potential benefits of each Plan is that payments to TPIS (and from TPIS to other intermediaries) could lead to increased sales and reduced redemptions of Retirement Class shares and Retail Class shares, respectively, eventually enabling a Lifecycle Fund to achieve economies of scale and lower per share operating expenses. Any reduction in such expenses would serve to offset, at least in part, the additional expenses incurred by the Retirement Class shares or Retail Class shares of a Fund in connection with the their respective Plans. Furthermore, the investment management of a Fund could be enhanced, as net inflows of cash from new sales of Retirement Class shares or

TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds § Statement of Additional Information  B-27

Retail Class shares of a Fund in connection with the their respective Plans. Furthermore, the investment management of a Fund could be enhanced, as net inflows of cash from new sales of Retirement Class shares or Retail Class shares 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.

          Each Plan provides that it continues in effect only so long as its continuance is approved at least annually by a majority of both the trustees and the Independent Trustees. Each Plan provides that it may be terminated without penalty with respect to a Lifecycle Fund at any time: (a) by vote of a majority of the Independent Trustees; (b) by a vote of a majority of the votes attributable to a Fund’s Retirement Class shares or Retail Class shares (as applicable). Each Plan further provides that it may not be amended to increase materially the maximum amount of the fees specified therein with respect to a Lifecycle Fund without the approval of a majority of the votes attributable to Retirement Class or Retail Class shares of the Fund, respectively. In addition, each Plan provides that no material amendment to the Plan will, in any event, be effective unless it is approved by a majority vote of both the trustees and the independent trustees of the Trust. The holders of Retirement Class shares and Retail Class of each Lifecycle Fund have respective exclusive voting rights with respect to the application of the Plan to that Fund.

INDEMNIFICATION OF SHAREHOLDERS

          Generally, Delaware statutory trust shareholders are not personally liable for obligations of the Delaware statutory trust under Delaware law. The Delaware Statutory Trust Act (“DSTA”) provides that a shareholder of a Delaware statutory trust shall be entitled to the same limitation of liability extended to shareholders of private for-profit corporations. The Declaration of Trust expressly provides that the Trust has been organized under the DSTA and that the Declaration of Trust is to be governed by and interpreted in accordance with Delaware law. It is nevertheless possible that a Delaware statutory trust, such as the Trust, might become a party to an action in another state whose courts refuse to apply Delaware law, in which case shareholders of the Trust could possibly be subject to personal liability.

          To guard against this risk, the Declaration of Trust (i) contains an express disclaimer of shareholder liability for acts or obligations of the Trust and provides that notice of such disclaimer may be given in each agreement, obligation and instrument entered into or executed by the Trust or its trustees, (ii) provides for the indemnification out of property of the Trust of any shareholders held personally liable for any obligations of the Trust or any series of the Trust, 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 shareholder of a series of the Trust 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 the Trust’s 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 the 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 person’s duties.

LIMITATION OF FUND LIABILITY

          All persons dealing with a Lifecycle 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. Since each class of the Lifecycle Funds use a combined Prospectus, however, it is possible that one Lifecycle Fund might become liable for a misstatement or omission in the Prospectus regarding another Lifecycle Fund with which its disclosure is combined. The trustees have considered this factor in approving the use of the combined Prospectuses.

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, although the Trust may do so periodically. It is not anticipated that the Trust will hold shareholders’ meetings unless required by law or the Declaration of Trust. 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 75% of the trustees holding office were elected by the shareholders of the Trust. The Trust may also hold special meetings to change fundamental policies, approve a management agreement, or for other purposes. The Funds will mail proxy materials to shareholders for these meetings, and the Trust encourages shareholders who cannot attend to vote by proxy.

          Shares of the Trust do not entitle their holders to cumulative voting rights, so that the holders of more than 50% of the net asset value represented by the outstanding shares of the Trust may elect all of the trustees, in which case the holders of the remaining shares would not be able to elect any trustees. Shareholders are entitled to one vote for each dollar of net asset value they own, so that the number of votes a shareholder has is determined by multiplying the number of shares of each Fund held times the net asset value per share of the applicable Fund.

SHARES

          The Trust is authorized to issue an unlimited number of shares of beneficial interest in the Lifecycle Funds. Shares are divided into and may be issued in a designated series representing beneficial interests in one of the Lifecycle Fund’s investment portfolios.

          Each share of a series issued and outstanding is entitled to participate equally in dividends and distributions declared by such series and, upon liquidation or dissolution, in net assets allo-

B-28   Statement of Additional Information  § TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds

cated to such series remaining after satisfaction of outstanding liabilities. The shares of each series, when issued, will be fully paid and non-assessable and have no preemptive or conversion rights.

ADDITIONAL FUNDS OR CLASSES

          Pursuant to the Declaration of Trust, the trustees may establish additional Funds (technically “series” of shares) or “classes” of shares in the Trust without shareholder approval. The establishment of additional Funds or classes would not affect the interests of current shareholders in the existing Funds.

DIVIDENDS AND DISTRIBUTIONS

          Each share of a Lifecycle Fund is entitled to such dividends and distributions out of the income earned on the assets belonging to that Fund as are declared in the discretion of the trustees. In the event of the liquidation or dissolution of the Trust as a whole or any individual Fund, shares of the affected Fund are entitled to receive their proportionate share of the assets that are attributable to such shares and which are available for distribution as the trustees in their sole discretion may determine. Shareholders are not entitled to any preemptive, conversion or subscription rights. All shares, when issued, will be fully paid and non-assessable.

PRICING OF SHARES

          The share price of each Lifecycle Fund and Underlying Fund (except the Underlying Money Market Fund) is determined based on the Fund’s net asset value, and the assets of each Lifecycle Fund consist primarily of shares of the Underlying Funds. Therefore, the prices of Lifecycle Fund shares are primarily determined based on the net asset values per share of the Underlying Funds. The assets of the each Underlying Fund are valued as of the close of each valuation day in the following manner:

INVESTMENTS FOR WHICH MARKET QUOTATIONS ARE READILY AVAILABLE

          Underlying Fund investments for which market quotations are readily available are valued at the market value of such investments, determined as follows:

          Equity Securities. Equity securities listed or traded on a national securities exchange are valued based on their sale price on such exchange at the close of business (usually 4:00 p.m. Eastern Time) on the date of valuation, or at the mean of the closing bid and asked prices if no sale is reported.

          For securities traded on NASDAQ, the closing price quoted by NASDAQ for that security (either the NASDAQ Official Closing Price or the Closing Cross price) is used. Equity securities that are traded on neither a national securities exchange nor on NAS-DAQ 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.

          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 Fund’s net asset value is calculated.

          Foreign Investments. Underlying Fund investments traded on a foreign exchange or in foreign markets are valued at the closing values of such securities as of the date of valuation under the generally accepted valuation method in the country 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 other investments held by a Fund or of the Fund’s net asset value. If events materially affecting the value of foreign investments occur between the time their share price is determined and the time when a Fund’s net asset value is calculated, such investments will be valued at fair value as determined in good faith using procedures approved by the Board of Trustees and in accordance with the responsibilities of the Board of Trustees as a whole.

          Debt Securities. Debt securities (excluding money market instruments) 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 independent pricing services, except when it is believed that the prices don’t accurately reflect the security’s fair value.

          Values for money market instruments (other than those in the Money Market Fund) with maturities of one year or less 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.

          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 UNDERLYING MONEY MARKET FUND

          For the Underlying 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 Underlying Money Market Fund’s investment objective, to stabilize the net asset value per share for purposes of sales and redemptions at $1.00. These procedures include review by the Board of Trustees, at such intervals as it deems appropriate, to determine the extent, if any, to which the net asset value per share calculated by using available market quotations deviates by more than 1/2 of one percent from $1.00 per share. In the event

TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds §Statement of Additional InformationB-29

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 Underlying Money Market Fund’s net asset value might still decline.

OPTIONS AND FUTURES

          Portfolio investments underlying options are valued as described above. Stock options written by an Underlying 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 an Underlying Fund’s 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 an Underlying Fund writes a call option, the amount of the premium is included in the Fund’s assets and an equal amount is included in its liabilities. The liability thereafter is adjusted to the current market value of the call. Thus, if the current market value of the call exceeds the premium received, the excess would be unrealized depreciation; conversely, if the premium exceeds the current market value, such excess would be unrealized appreciation. If a call expires or if the Fund enters into a closing purchase transaction, it realizes a gain (or a loss if the cost of the transaction exceeds the premium received when the call was written) without regard to any unrealized appreciation or depreciation in the underlying securities, and the liability related to such call is extinguished. If a call is exercised, the Fund realizes a gain or loss from the sale of the underlying securities and the proceeds of the sale are increased by the premium originally received.

          A premium paid on the purchase of a put will be deducted from an Underlying Fund’s 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 Lifecycle Funds’ fair value pricing procedures, see “Calculating Share Price” in the Prospectuses.

TAX STATUS

          The following discussion of the federal tax status of the Lifecycle 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.

QUALIFICATION AS REGULATED INVESTMENT COMPANY

          Each Lifecycle Fund is treated as a separate taxpayer for federal income tax purposes. Each Fund intends to elect to be treated as a regulated investment company under Subchapter M of Chapter 1 of the Internal Revenue Code of 1986, as amended (the “Code”) and 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 Lifecycle Fund to do, then under the provisions of Subchapter M of the Code the Lifecycle Fund should have little or no liability for federal income taxes. In particular, a Lifecycle 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 Lifecycle 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 Lifecycle 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 from an interest in a qualified publicly traded partnership (PTP); and (2) at the close of each quarter of the Fund’s taxable year, (a) at least 50% of the value of the Fund’s 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 PTP’s 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

B-30  Statement of Additional Information  § TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds

are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more PTPs.

          If for any taxable year a Lifecycle 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 Fund’s available earnings and profits.

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% 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

          To the extent provided in the Code and regulations thereunder, a Lifecycle Fund may carry forward 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.

INVESTMENTS IN FOREIGN SECURITIES

          Investment income received from sources within foreign countries, or capital gains earned by a Lifecycle or Underlying 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 Fund’s assets to be invested within various countries is not now known. The Trust intends that each Lifecycle Fund will 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 Fund’s total assets at the close of the taxable year consists of securities of foreign corporations, then the Lifecycle or Underlying Funds may elect, for U.S. federal income tax purposes, to treat foreign income taxes paid by the Fund (including certain withholding taxes that can be treated as income taxes under U.S. income tax principles) as paid by its shareholders. 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 Trust will report to the shareholders of the Lifecycle Fund, in writing, the amount per share of foreign tax that must be included in each shareholder’s 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 Lifecycle or Underlying 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 Lifecycle or Underlying 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 Fund’s investment in securities (possibly including speculative currency positions or currency derivatives not used for hedging purposes) could, under future 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 Lifecycle or Underlying 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.

TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds § Statement of Additional Information  B-31

OPTIONS, FUTURES, AND SWAPS

          A Lifecycle or Underlying Fund’s 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 Lifecycle or Underlying 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 Fund’s treatment of these instruments.

SHAREHOLDER TAXATION

          The following discussion of certain federal income tax issues of shareholders of the Lifecycle 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 to non-U.S. taxpayers. Dividends, capital gain distributions, and ownership of or gains realized on the redemption (including an exchange) of the shares of a Fund may also be subject to state, local and foreign taxes. Shareholders should consult their own tax advisers as to the federal, state, local or foreign tax consequences of ownership of shares of, and receipt of distributions from, the Funds in their particular circumstances.

DISTRIBUTIONS

          Distributions of a Lifecycle Fund’s investment company taxable income are taxable as ordinary income to shareholders to the extent of the Fund’s current or accumulated earnings and profits, whether paid in cash or reinvested in additional shares. Any distribution of a Fund’s 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 shareholder’s 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 investor’s tax basis in a Fund’s 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 the Trust’s option, the Trust may cause a Lifecycle Fund to 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 shareholder’s cost basis for his, her or its shares. Since the Trust expects a Lifecycle Fund to pay tax on any retained net capital gain at its 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 Trust chooses this option on behalf of a Fund, the Trust 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 Lifecycle 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 he, she or it purchases shares of a Lifecycle Fund, a portion of the purchase price is often attributable to realized or unrealized appreciation in the Fund’s portfolio or undistributed taxable income of the Fund. Subsequent distributions from such appreciation or income may be taxable to such

B-32  Statement of Additional Information  § TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds

investor even if the net asset value of the investor’s shares is, as a result of the distributions, reduced below the investor’s 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 Lifecycle Fund’s 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 Trust must designate the portion of any of its distributions by a Fund 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 by a Fund 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 Fund’s 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. A Lifecycle Fund may receive qualified dividend income to the extent it receives qualifying distributions from Underlying Funds. In order to constitute qualified dividend income to an Underlying 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 Underlying 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. These special rules relating to qualified dividend income apply to taxable years beginning before January 1, 2011. 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

          The Trust’s ordinary income dividends to corporate shareholders may, if certain conditions are met, qualify for the dividends-received deduction to the extent that the Trust has received qualifying dividend income from Underlying Funds during the taxable year. Capital gain dividends distributed by the Trust 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 Funds, for federal income tax purposes, for at least 46 days during the 91-day period that begins 45 days before the stock becomes ex-dividend (or, in the case of preferred stock, 91 days during the 181-day period that begins 90 days before the stock becomes ex-dividend). The Trust 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 shareholder’s 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 shareholder’s 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 Lifecycle 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 Lifecycle 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 decreased, by the amount of the sales charge paid when the shares were acquired, and that amount will increase the adjusted basis of the shares of the Fund subsequently acquired.

TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds § Statement of Additional InformationB-33

LONG-TERM CAPITAL GAINS

          In general, individual shareholders currently are subject to a maximum federal income tax rate of 15% (or 5% [0% for taxable years beginning after December 31, 2007] in the case of individual investors who are in the 10% or 15% tax bracket) on their net long-term capital gain (the excess of net long-term capital gain over net short-term capital loss) for a taxable year (including a long-term capital gain derived from an investment in the shares), while other income may be taxed at rates as high as 35%. These maximum rates on long-term capital gains apply to taxable years beginning prior to January 1, 2011. Without additional Congressional action, the maximum rate of tax on long-term capital gains for taxable years beginning on or after such date will be 20% (or 10% in the case of individual investors who are in the 10% or 15% tax bracket). Corporate taxpayers currently are subject to federal income tax on net capital gain at the maximum 35% rate also applied to ordinary income. Tax rates imposed by states and local jurisdictions on capital gain and ordinary income may differ.

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 carryback such losses for three years or carry forward such losses for five years.

REPORTS TO SHAREHOLDERS

          The Lifecycle Funds send 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 shareholder’s 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 year’s 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 Funds with his, her or its correct taxpayer identification number or a certificate that the shareholder is exempt from backup withholding, and (2) any shareholder who is identified by the IRS in a notice to the Funds as having failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect. The backup withholding is not an additional tax and may be returned or credited against a taxpayer’s 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.

BROKERAGE ALLOCATION

          Each Lifecycle Fund will purchase and sell the principal portion of its portfolio securities (i.e., shares of the Underlying Funds) by dealing directly with the issuer — the Underlying Funds. As such, the Lifecycle Funds incur minimal brokerage commissions.

          Advisors is responsible for decisions to buy and sell securities for the Underlying Funds as well as for selecting brokers and, where applicable, negotiating the amount of the commission rate paid. It is the intention of Advisors to place brokerage orders with the objective of obtaining the best execution, which includes such factors as best price, research and available data. When purchasing or selling securities traded on the over-the-counter market, Advisors generally will execute the transactions with a broker engaged in making a market for such securities. When Advisors deems the purchase or sale of a security to be in the best interests of more than one Underlying Fund, it may, consistent with its fiduciary obligations, aggregate the securities to be sold or purchased. When Advisors deems the purchase or sale of a security to be in the best interests of an Underlying Fund, its personnel also may, consistent with their fiduciary obligations, decide to either buy or sell a particular security for the Fund at the same time as for other funds it may be managing, or that may be managed by its affiliate, Investment Management, another investment adviser subsidiary of TIAA. In that event, allocation of the securities purchased or sold, as well as the expenses incurred in the transaction, will be made in an equitable manner.

          Domestic brokerage commissions are negotiated, as there are no standard rates. All brokerage firms provide the service of execution of the order made; some brokerage firms also provide research and statistical data, and research reports on particular companies and industries are customarily provided by brokerage firms to large investors. In negotiating commissions, consideration is given by Advisors to the quality of execution provided and to the use and value of the data. The valuation of such data may be judged with reference to a particular order or, alternatively, may be judged in terms of its value to the overall management of the portfolio. Currently, some foreign brokerage commissions are fixed under the local law and practice. There is, however, an ongoing trend to adopt a new system of negotiated commissions in many countries.

          Transactions in fixed-income instruments with dealers generally involve spreads rather than commissions. That is, the dealer generally functions as a principal, generating income from the spread between the dealer’s purchase and sales prices, rather than as a broker, charging a proportional or fixed fee.

          Advisors may place orders with brokers providing research and statistical data services even if lower commissions may be available from brokers not providing such services. When doing

B-34  Statement of Additional Information § TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds

so, Advisors will determine in good faith that the commissions negotiated are reasonable in relation to the value of the brokerage and research provided by the broker viewed in terms of either that particular transaction or of the overall responsibilities of Advisors to the Underlying Funds and its other clients. In reaching this determination, Advisors will not necessarily place a specific dollar value on the brokerage or research services provided nor determine what portion of the broker’s compensation should be related to those services.

          Research or services obtained for one Underlying Fund may be used by Advisors in managing other Underlying Funds and other investment company clients and advisory clients of Advisors. If such research or services are obtained for cash and not through the allocation of brokerage commissions, then the expenses incurred will be allocated equitably consistent with Advisors’ fiduciary duty to the other Underlying Funds. Research or services obtained for the Trust also may be used by personnel of Advisors in managing other investment company accounts, or by Investment Management for the CREF accounts. If such research or services are obtained for cash, the expenses incurred will be allocated in an equitable manner consistent with the fiduciary obligations of personnel of Advisors to the Trust.

          Information about the amounts of commissions paid by the Underlying Funds is included in the SAI for the Underlying Funds.

DIRECTED BROKERAGE

          In accordance with the 1940 Act, as amended, the Underlying Funds have adopted a policy prohibiting the Funds to compensate 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 Underlying Funds.

LEGAL MATTERS

          All matters of applicable state law pertaining to the Lifecycle Funds have been passed upon by George W. Madison, Executive Vice President and 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.

EXPERTS

          The financial statements for the fiscal year ended September 30, 2007 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 included in reliance upon the report of such firm given upon its authority as experts in accounting and auditing.

FINANCIAL STATEMENTS

          The financial statements of the Lifecycle Funds are incorporated herein by reference to the Trust’s report on Form N-CSR for the fiscal year ended September 30, 2007, which contains the Lifecycle Funds’ Annual Report. These financial statements have been filed with the SEC and the reports have been provided to all shareholders. The Funds will furnish you, without charge, another copy of the Annual Report on request.

TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds § Statement of Additional InformationB-35

APPENDIX

TIAA-CREF POLICY STATEMENT ON CORPORATE GOVERNANCE

TABLE OF CONTENTS
B-36	I. Introduction: Historical Perspective	B-43	VII. TIAA-CREF Corporate Governance Program
B-37	II. Shareholder Rights	B-43	A. Engagement Policy and Practices
B-37	III. Director Elections — Majority Voting	B-43	B. Proxy Voting
B-38	IV. The Board of Directors	B-43	C. Influencing Public Policy and Regulation
B-38	V. Board Structure and Processes	B-43	D. Divestment
B-38	A. Board Membership	B-44	VIII. International Governance
B-39	B. Board Responsibilities	B-45	IX. Environmental and Social Issues
B-39	C. Board Operation and Organization	B-45	X. Securities Lending Policy
B-41	VI. Executive Compensation	B-45	APPENDIX A: Proxy Voting Guidelines
B-42	A. Equity-Based Compensation	B-45	Guidelines for Board-Related Issues
B-42	B. Perquisites	B-46	Guidelines for Other Governance Issues
B-42	C. Supplemental Executive Retirement Plans	B-46	Guidelines for Compensation Issues
B-42	D. Executive Contracts	B-47	Guidelines for Environmental and Social Issues

I. Introduction; Historical Perspective

          The mission of Teachers Insurance and Annuity Association-College Retirement Equities Fund (TIAA-CREF) is to “forward the cause of education and promote the welfare of the teaching profession and other charitable purposes” by helping secure the financial future of our participants who have entrusted us with their retirement savings.

          TIAA and CREF’s boards of trustees and management have developed investment strategies that are designed to accomplish this mission through a variety of asset classes and risk/reward parameters, including investments in the equity securities of domestic, international and emerging-market companies.

          TIAA-CREF is a long-term investor. Whether our investment is in equity, debt, derivatives or other types of securities, we recognize our responsibility to monitor the activities of portfolio companies. We believe that sound governance practices and responsible corporate behavior contribute significantly to the long-term performance of public companies. Accordingly, our mission and fiduciary duty require us to monitor and engage with portfolio companies and to promote better corporate governance and social responsibility.

          TIAA-CREF was one of the first institutional investors to engage with companies on issues of corporate governance. During the 1970s and 1980s, the governance movement focused primarily on the protection of shareholder interests in the context of takeovers and contests for control. TIAA-CREF took a leadership role in opposing abusive antitakeover provisions and management entrenchment devices such as dead-hand poison pills. During the 1990s and following the collapse of the bubble market, governance has focused on director independence, board diversity, board committee structure, shareholder rights, accounting for options and executive compensation disclosure. Most recently, TIAA-CREF has led the movement to establish majority voting in director elections, as set forth in this Policy Statement. Corporate governance standards and best practices are now recognized as an essential means to protect shareholder rights, ensure management and board accountability and promote maximum performance.

          TIAA-CREF is also concerned about issues of corporate social responsibility, which we have been addressing for more than three decades. In the 1970s we were one of the first institutional investors to engage in dialogue with portfolio companies on issues of automotive safety in the United States and apartheid policies in South Africa. Since then we have maintained a strong commitment to responsible investing and good corporate citizenship. Recognizing that many of our participants have strong views on social issues, in 1990 we introduced the CREF Social Choice Account to provide an investment vehicle that gives special consideration to social concerns. The Account, which is screened using various KLD Indices, invests only in companies that meet specified environmental, social and governance criteria.

          In keeping with our mission and fiduciary duty, TIAA-CREF continues to establish policies and engage with companies on governance, environmental, social and performance issues. We believe that, consistent with their business judgment, companies and boards should: (i) pay careful attention to their governance, environmental and social practices; (ii) analyze the strategic impact of these issues on their business; and (iii) fully disclose their policies and decisions to shareholders. We expect boards and managers to engage constructively with us and other shareholders concerned about these issues.

          TIAA-CREF recognizes that 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. 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.

          This is the fifth edition of this Policy Statement, which is reviewed and revised periodically by the TIAA and CREF boards of trustees. The TIAA and CREF boards have delegated oversight of TIAA-CREF’s corporate governance program, including

B-36  Statement of Additional Information § TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds

development and establishment of policies, to the joint Committee on Corporate Governance and Social Responsibility, which is composed of independent trustees. This edition reflects current developments in corporate governance, social and environmental policy, technology, market structure, globalization, cross-border and emerging-market investing and proxy voting. For example, this edition includes new voting guidelines and highlights certain recent watershed events in corporate governance such as (i) adoption of the majority voting standard for director elections; (ii) enhanced disclosure regarding executive compensation as required by new SEC rules; and (iii) evolving research on the economic impact of companies’ environmental and social practices.

          Although many of the specific policies in this Statement relate primarily to companies incorporated in the United States, the underlying principles apply to all public companies in which TIAA-CREF invests throughout the world. TIAA-CREF’s portfolio has become increasingly diversified internationally during the past decade. We have made substantial efforts to promote good corporate governance principles and practices at both the domestic and international level.

          TIAA-CREF believes that a company whose board and executive management adopt sound corporate governance principles will set the right “tone at the top” and thereby reinforce an ethical business culture governing all its dealings with customers, employees, regulators and the communities it serves. We view this Policy Statement as the basis for collaborative efforts by investors and companies to promote good corporate governance and to ensure that companies establish the right “tone at the top.”

          This Policy Statement is intended to inform our clients and participants, portfolio companies, regulators, advocacy groups and other institutional investors about our governance policies. It serves as a basis for dialogue with boards of directors and senior managers. The Policy Statement is posted on our website (www.tiaa-cref.org).

II. Shareholder Rights

          As owners of equity securities, shareholders rely primarily on a corporation’s 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.

1.	Each Director Should Represent All Shareholders. Shareholders should have the right to expect that each director is acting in the interest of all shareholders and not that of a particular constituent, special interest group or dominant shareholder.
2.	One Share, One Vote. 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.
3.	Financial Equality. All shareholders should receive fair and equal financial treatment. We support measures designed to avoid preferential treatment of any shareholder.
4.	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.
5.	Vote Requirements. Shareholders should have the right to approve matters submitted for their consideration with a majority of the votes cast. 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.
	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.
6.	Authorization and Issuance of Stock. Shareholders should have the right to approve the authorization of shares of common stock and the issuance of shares for corporate purposes in order to ensure that such actions serve a valid purpose and are consistent with shareholder interests.
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.
8.	State of Incorporation. Many states have adopted statutes that protect companies from takeovers, in some cases through laws that interfere with or dilute directors’ accountability to shareholders. We will not support proposals to reincorporate to a new domicile if we believe the primary objective is to take advantage of laws or judicial interpretations that provide antitakeover protection or otherwise reduce shareholder rights.
9.	Board Communication. Shareholders should have the ability to communicate with the board of directors. In accordance with SEC rules, companies should adopt and disclose procedures for shareholders to communicate their views and concerns directly to board members.
10.	Ratification of Auditors. Shareholders should have the right to vote annually on the ratification of auditors.

III. Director Elections — Majority Voting

          As a matter of principle, TIAA-CREF endorses the majority vote standard in director elections, including the right to vote for, against or abstain on director candidates. We believe that the lack of majority voting reduces board accountability and causes shareholder activism to be confrontational and adversarial.

          Developed markets outside the United States routinely mandate majority voting along with the right to vote against directors and to convene special meetings.

TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds § Statement of Additional InformationB-37

          TIAA-CREF has long practiced an “engagement” model of shareholder activism, characterized by dialogue and private negotiation in our dealings with portfolio companies. We believe that majority voting increases the effectiveness of shareholder engagement initiatives and reduces the need for aggressive tactics such as publicity campaigns, proxy contests, litigation and other adversarial strategies that can be disruptive, time-consuming and costly.

          The TIAA and CREF boards have adopted the following policy on director elections:

          TIAA-CREF Policy on Director Elections

1.	Directors should be elected by a majority rather than a plurality of votes cast.*
2.	In the election of directors, shareholders should have the right to vote “for,” “against,” or “abstain.”
3.	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.*
4.	To be elected, a candidate should receive more votes “for” than “against” or “withhold,” regardless of whether a company requires a majority or plurality vote.
5.	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.
6.	The requirement for a majority vote in director elections should be set forth in the company’s charter or bylaws, subject to amendment by a majority vote of shareholders.
7.	Where a company seeks to opt out of the majority vote standard, approval by a majority vote of shareholders should be required.
	*	Votes cast should include “withholds.” Votes cast should not include “abstains,” except that “abstains” should be counted as present for quorum.

IV. The Board of Directors

          The board of directors is responsible for (i) overseeing the development of the corporation’s long-term business strategy and monitoring its implementation; (ii) assuring the corporation’s financial and legal integrity; (iii) developing compensation and succession planning policies; (iv) ensuring management accountability; and (v) representing the long-term interests of shareholders.

          To fulfill these responsibilities, the board must establish good governance policies and practices. Good governance is essential to the board’s fulfillment of its duties of care and loyalty, which must be exercised in good faith. Shareholders in turn are obligated to monitor the board’s activities and hold directors accountable for the fulfillment of their duties.

          Board committees play a critical governance role. Boards should constitute both standing and ad hoc committees to provide expertise, independent judgment and knowledge of shareholder interests in the specific disciplines they oversee. The full board should maintain overall responsibility for the work of the committees and for the long-term success of the corporation.

          TIAA-CREF will closely monitor board performance, activities and disclosure. We will normally vote in favor of the board’s nominees. However, we will consider withholding or voting against an individual director, a committee chair, the members of a committee, or from the entire board in uncontested elections where our trustees conclude that directors’ qualifications or actions are questionable and their election would not be in the interests of shareholders. (See “Policy Governing Votes on Directors” on Pages 26 and 27). In contested elections, we will vote for the candidates we believe will best represent the interests of shareholders.

V. Board Structure and Processes

          A. Board Membership

          1. Director Independence. The board should be composed of a substantial majority of independent directors. Director independence is a principle long advocated by TIAA-CREF that 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 no present or recent employment with the company, nor any substantial connection of a personal or financial nature other than ownership of equity in the company. Independence requirements should be interpreted broadly to ensure there is no conflict of interest, in fact or in appearance, that might compromise a director’s objectivity and loyalty to shareholders.

          An independent director should not provide services to the company or be affiliated with an organization that provides goods or services to the company if a disinterested observer would consider the relationship “substantial.”

          Director independence may sometimes be influenced by factors not subject to disclosure. Personal or business relationships, even without a financial component, can compromise independence. Boards should periodically evaluate the independence of each director based on all relevant information and should disclose their findings to shareholders.

          2. 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. As required by SEC rules for service on the audit committee, 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.

          3. Director Election. TIAA-CREF believes that directors should be elected annually by a majority of votes cast, as discussed in Section III. The requirement for annual election and a majority vote in director elections should be set forth in the company’s charter or bylaws.

          4. Discretionary Broker Voting. TIAA-CREF supports the proposal by the New York Stock Exchange to amend NYSE Rule 452, thereby eliminating the practice of brokers voting “street name” shares for directors in the absence of instructions from their customers.

          5. Director Nomination and Access. As required by SEC regulations, boards should establish and disclose the process by which shareholders can submit nominations. TIAA-CREF believes that shareholders should have the right to submit resolutions asking

B-38   Statement of Additional Information §TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds

companies to establish procedures and conditions for shareholders to place their director nominees on the company’s proxy and ballot.

          6. Director Stock Ownership. 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. The definition of a meaningful investment will vary depending on directors’ individual circumstances. Director compensation programs should include shares of stock or restricted stock. TIAA-CREF discourages stock options as a form of director compensation, as they are less effectively aligned with the long-term interests of shareholders.

          7. Director Education. Companies should encourage directors to attend education programs offered by the company as well as those offered externally. Directors should also receive training to increase their knowledge and understanding of the company’s businesses and operations. They should enroll in education programs to improve their professional competence and understanding of their responsibilities.

          8. 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 director’s independence.

          9. Other Board Commitments. To ensure that directors are able to devote the necessary time and energy to fulfill their board responsibilities, companies should establish policies limiting the number of public company boards that directors may serve on. As recommended by listing rules, companies should disclose whether any audit committee member serves on the audit committees of three or more public companies.

          B. Board Responsibilities

          1. 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 corporation’s external audit firm; and (vi) develop, disclose and enforce a clear and meaningful set of corporate governance principles.

          2. Strategic Business Planning. The board should participate with management in the development of the company’s strategic business plan and should engage in a comprehensive review of strategy with management at least annually. The board should monitor the company’s performance and strategic direction, while holding management responsible for implementing the strategic plan.

          3. CEO Selection, Evaluation and Succession Planning. One of the board’s 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, with the active involvement of its compensation committee, should continuously monitor and evaluate the CEO and senior executives, and should establish a succession plan to develop executive talent and ensure continuity of leadership.

          The CEO evaluation process should be continuous and should be based on clearly defined corporate strategic goals as well as personal performance goals. Financial and nonfinancial metrics used to evaluate executive performance should be disclosed. Both the nominating and compensation committees, as discussed below, should participate in CEO evaluation and succession planning.

          The succession plan should identify high potential executives within the company and should provide them with a clear career development path. Effective succession planning should seek to develop senior managers capable of replacing the CEO whenever the need for change might occur.

          4. Equity Policy. The board should develop an equity policy that determines the proportion of the company’s stock to be made available for compensation and other purposes. The equity policy should be disclosed to shareholders in the Compensation Discussion and Analysis (CD&A). 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.

          C. Board Operation and Organization

          1. Annual Elections. All directors should stand for election annually. A classified board structure, particularly in combination with takeover defenses such as a “poison pill” shareholder rights plan, can be a significant impediment to changes in control. Moreover, a classified board structure can limit a board’s ability to remove an underperforming director.

          2. 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.

          3. Executive Sessions. The full board and each board committee should hold regular executive sessions at which no member of management is 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.

          4. 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.

          5. 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.

          6. Indemnification and Liability. Directors should be fully accountable and should not be indemnified for fraud, gross negli-

TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds §Statement of Additional Information  B-39

gence or failure to fulfill their duties of care and loyalty. Exclusive of such extreme conduct, it is appropriate for companies to indemnify directors for liability and legal expenses that arise in connection with their board service.

          Role of the Chairman. In the past, TIAA-CREF has not expressed a preference as to whether the positions of CEO and chairman should be separate or whether a lead or presiding director should be designated. However, 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.

          For these reasons we recognize that separation of CEO and chair or appointment of a lead director may be appropriate in certain cases. Accordingly, although we do not have a strict policy, we will generally support appointment of a lead director in cases where the roles of CEO and board chair are not separate.

          Committee Structure. Under existing regulations, boards are required to establish three standing committees — an audit committee, a compensation committee and a nominating/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.

          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 and human resources committees.

          Each board committee should adopt and disclose to shareholders a charter that clearly sets forth its responsibilities.

          Each committee should have the power to hire independent experts and advisors.

          Each committee should report to the full board on the issues and decisions for which it is responsible.

          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.

• Compensation Committee

          The Compensation Committee, composed of independent directors, is responsible for oversight of the company’s 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 company’s plans and practices to those offered by the company’s 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 Compensation Committee should be substantively involved in the following activities:

• Establishing goals and evaluating the performance of the CEO and executive management against those goals;

• Determining the compensation of the CEO and executive management and recommending it to the board for approval;

• Reviewing and approving the company’s compensation policies;

• Ensuring that a strong executive team is in place;

• Working closely with the Corporate Governance/Nominating Committee to ensure continuity of leadership and effective succession planning;

• Ensuring the consistency of pay practices at all levels throughout the company;

• Establishing clear compensation metrics and practical incentives that will motivate superior executive performance while avoiding waste and excess, particularly in deferred compensation and perquisites; and

• Ensuring that the company’s compensation disclosures meet SEC requirements and explain clearly to investors how pay and performance are linked.

          The Compensation Committee may retain independent consultants to provide technical advice and comparative pay data. However, survey-based information is only one of many factors guiding compensation and should be evaluated carefully in the context of each company’s circumstances and business goals. The Compensation Committee should be responsible for defining the scope of the consultant’s engagement, including pay. In accordance with new SEC rules, the nature and scope of the consultant’s work should be disclosed to shareholders.

          The Compensation Committee is responsible for preparing the annual Compensation Committee Report and should participate substantively in the preparation of management’s Compensation Discussion and Analysis (CD&A). These reports should describe each element of the compensation program and should include sufficient detail relating to the program’s rationale, goals and metrics to enable shareholders to understand how compensation is intended to work, what it costs, how it is linked to the company’s performance and how it will create long-term value.

• Audit Committee

          The Audit Committee oversees the company’s accounting, compliance and risk management practices. It is responsible for ensuring the financial integrity of the business. 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 corporation’s independent auditors and to set and approve their compensation.

          The Audit Committee should:

• Ensure that the auditor’s independence is not compromised by any conflicts;

• Establish limits on the type and amount of nonaudit services that the audit firm may provide to the company;

• Require periodic submission of the audit contract to competitive bids; and

• Limit the company’s hiring of employees from the audit firm consistent with legal requirements and be promptly informed when such hiring occurs.

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          In addition to selecting the independent auditors and ensuring the quality and integrity of the company’s financial statements, the Audit Committee is responsible for the adequacy and effectiveness of the company’s internal controls and the effectiveness of management’s processes to monitor and manage business risk. The internal audit team should report directly to the Audit Committee.

          The Audit Committee should also develop policies and establish the means to monitor the company’s compliance with ethical, legal and regulatory requirements.

          The Audit Committee should establish procedures for employees to communicate directly and confidentially with its members.

• Corporate Governance/Nominating Committee

          The Corporate Governance/Nominating Committee oversees the company’s 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 standards of best practice. The committee’s duties include:

• Development of the company’s corporate governance principles and committee charters;

• Oversight of director selection, qualifications, training, compensation and continuing education;

• Evaluation of director nominees;

• Determination of board and committee size, structure, composition and leadership;

• Periodic evaluation of board and committee effectiveness and director independence;

• Establishment of procedures for communication with shareholders;

• Working with the Compensation Committee to establish succession planning; and

• Disclosure of these matters to shareholders.

VI. Executive Compensation

          As described above, the board through its Compensation Committee, is responsible for ensuring that a compensation program is in place which will attract, retain and incentivize executive management to strengthen performance and create long-term value for shareholders. The Committee, along with executive management, is responsible for providing shareholders with a detailed explanation of the company’s compensation program, including the individual components of the program, through disclosure in the Compensation Discussion and Analysis (CD&A) and the board Compensation Committee Report. The compensation program should comply with the Compensation Committee’s equity policy and should reflect an understanding of the total cost of executive compensation to shareholders.

          In pursuit of these goals, the board should ensure that compensation plans include performance measures aligned with the company’s short- and long-term strategic objectives. The Compensation Committee should ensure that the CD&A provides shareholders with a clear and comprehensive explanation of the company’s compensation program, including the design, metrics, structure and goals of the program.

          Because TIAA-CREF is a long-term investor, we support compensation policies that promote and reward creation of long-term shareholder value. In our review of compensation plans, we will assess the performance objectives established by compensation committees and the linkage of compensation decisions to the attainment of those objectives.

          Executive compensation should be based on the following principles:

1.	Compensation plans should encourage employees to increase productivity, meet competitive challenges and achieve performance goals that will lead to the creation of long-term shareholder value.
2.	Compensation should be objectively linked to appropriate measures of company performance, such as earnings, return on capital or other relevant financial or operational parameters that are affected by the decisions of the executives being compensated.
3.	Compensation should include cash, equity and long-term incentives as appropriate to meet the company’s competitive and business goals.
4.	Compensation plans should be based on a performance measurement cycle that is consistent with the business cycle of the corporation.
5.	Compensation levels and incentives should be based on each executive’s responsibilities and achievements as well as overall corporate performance.
6.	In addition to being performance based, executive compensation should be reasonable by prevailing industry standards, appropriate to the company’s size and complexity, and fair relative to pay practices throughout the company.
7.	While Compensation Committees should consider comparative industry pay data, it should be used with caution.
8.	Surveys that call for use of stock options inconsistent with the board’s equity policy or clearly in excess of levels that can be justified to shareholders should be disregarded.
9.	Compensation Committees should work only with consultants that are independent of management.
10.	Consistent with SEC requirements, the CD&A should provide shareholders with a plain English narrative analysis of the data that appear in the compensation tables. The CD&A should explain the compensation program in sufficient detail to enable a reasonable investor to calculate the total cost and value of executive compensation, to understand its particular elements, metrics and links to performance, and to evaluate the board’s and executive management’s underlying compensation philosophy, rationale and goals.
11.	Companies should disclose and explain the reasons for any differences in the peer group of companies used for strategic and business purposes and the peer group used for compensation decisions.
12.	Compensation plans and policies should specify conditions for the recovery (clawback) of incentive or equity awards based upon reported results that have been subsequently restated and that have resulted in unjust enrichment of named executive officers.

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         A. Equity-Based Compensation

         Oversight of Equity-Based Plans

          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, particularly stock options, has increased in recent years. Amended rules requiring companies to account for the cost of stock options as an expense on grant date provide an incentive for companies to exercise restraint in the use of options. SEC disclosure guidelines should further deter excesses in equity plans. However, in all cases it is the board of directors that is responsible for oversight of the company’s equity compensation programs and for the adequacy of their disclosure.

         Composition of Equity-Based Plans

          In general, equity-based compensation should be based upon the following principles:

1.	The use of equity in compensation programs should be determined by the board’s equity policy. Dilution of shareholder equity should be carefully considered and managed, not an unintended consequence.
2.	As required by exchange listing standards, 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 use of restricted stock and option grants. Restricted stock, which aligns the interests of executives with shareholders, permits the value to the recipient and the cost to the corporation to be determined easily and tracked continuously.
4.	Equity-based plans should be judicious in the use of stock options. When used inappropriately, option grants can provide incentives for management to focus on the company’s short-term stock price rather than long-term performance.
5.	When stock options are awarded, a company should consider: (i) performance-based options which set performance hurdles to achieve vesting; (ii) premium options with vesting dependent on a predetermined level of stock appreciation; or (iii) indexed options with a strike price tied to an index.
6.	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 recipient’s total cash compensation.
7.	Equity-based plans should establish minimum vesting requirements and avoid accelerated vesting.
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 executive stock ownership requirements for directors and company executives.
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.	Consistent with SEC guidelines, companies should fully disclose the size of equity grants, their estimated value to recipients and their current and projected cost to the company. Performance goals and hurdle rates should be transparent. Disclosure should include plan provisions that could have a material impact on the number and value of the shares distributed.
12.	Disclosure should include information about the extent to which individual managers have hedged or otherwise reduced their exposure to changes in the company’s stock price.

         B. Perquisites

          When awarding perquisites to senior executives, the board should be guided by the same principles of reasonableness, fairness, equity and transparency that govern other components of compensation plans. Perquisites can be overly complex, with potential for unintended and excessive value transfer to management and unanticipated costs and public relations problems for the company. Perquisites may be needed for purposes of executive security or efficiency, which should be disclosed. In principle, however, boards should minimize perquisites and give priority to other forms of compensation.

          C. Supplemental Executive Retirement Plans

          Supplemental executive retirement plans (SERPs) may be used to supplement “qualified” pension entitlements, but should be reasonable and should not enhance retirement benefits excessively. When designing SERPs, compensation committees should consider the value of SERP programs as part of an executive’s total compensation package. They should also be sensitive to issues of internal pay equity. The following principles should guide the development of SERPs:

1.	The eligibility requirements and terms of SERPs to named executive officers should be fully disclosed.
2.	The value of the supplemental payment to which each named executive officer is entitled and the total cost of all supplemental plan obligations should be estimated and disclosed.
3.	“Constructive credit” may be used to replicate full service credit, but should not exceed it.
4.	Lump-sum distributions of SERPs may be appropriate in some circumstances. The discount rate used to calculate the lump-sum value of the pension entitlement should approximate the reinvestment rate available at retirement and should be disclosed.

          D. Executive Contracts

          Overly generous executive employment contracts, retention agreements and severance arrangements can result in excessive wealth transfer and expose the company to liability and unintended costs. The terms of contracts with named executive officers should be disclosed in detail with an estimation of their total cost. Companies should avoid providing by contract excessive perquisites either during employment or in the post-retirement period. Severance agreements should avoid payments to executives when they are terminated for misconduct, gross mismanagement or other reasons constituting a “for cause” termination. As in other areas, reasonableness, competitive practice and full disclosure are requirements, and such

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contracts should be in the best interest of the company and its shareholders.

VII. TIAA-CREF Corporate Governance Program

          TIAA-CREF’s corporate governance program is based on our mission to help secure the long-term financial future of our participants. Consistent with this mission and our fiduciary duty to our participants, TIAA-CREF is committed to engagement with portfolio companies for the purpose of creating economic value, improving long-term performance and reducing financial and reputational risks.

          A. Engagement Policy and Practices

          Our preference is to engage privately with portfolio companies when we perceive shortcomings in their governance (including environmental and social issues) or their performance. This strategy of “quiet diplomacy” reflects our belief that informed dialogue with board members and senior executives, rather than public confrontation, will most likely lead to a mutually productive outcome.

          TIAA-CREF’s Corporate Governance Group administers a program of active monitoring and engagement with portfolio companies under the auspices of the standing trustee Committees on Corporate Governance and Social Responsibility.

          We target portfolio companies for engagement based on research and evaluation of their governance and performance. Governance reviews are supplemented by analysis of companies’ 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-CREF’s investment performance, their relevance to the marketplace, the level of public interest, the applicability of our policies, the views of TIAA-CREF’s participants and institutional clients and the judgment of our trustees.

          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-CREF’s engagement program involves many different activities and initiatives, including the following:

• submit shareholder resolutions

• withhold or vote against one or more directors

• request other investors to support our initiative

• engage in public dialogue and commentary

• conduct a proxy solicitation

• engage in collective action with other investors

• support an election contest or change of control transaction

• seek regulatory or legislative relief

• commence or support litigation

• pursue other enforcement or compliance remedies

         B. Proxy Voting

          Proxy voting is a key component of TIAA-CREF’s oversight and engagement program. It is our primary method for exercising our shareholder rights and influencing the behavior of portfolio companies. TIAA-CREF commits substantial resources to making informed voting decisions in furtherance of our mission and in compliance with the securities laws and other applicable regulations.

          TIAA-CREF’s voting policies, established by the trustees and set forth in this Policy Statement, are administered on a case-by-case basis by the staff of our Corporate Governance Group. The staff has access to research reports from third-party advisory firms, seeks input from our Asset Management Group and, where appropriate, confers directly with trustees. Annual disclosure of our proxy votes is available on our website and on the website of the Securities and Exchange Commission.

         C. Influencing Public Policy and Regulation

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 and protect shareholder rights.
4.	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 and shareholder rights.
5.	TIAA-CREF submits written comments on regulatory proposals and testifies before various governmental bodies, administrative agencies and self-regulatory organizations.
6.	TIAA-CREF participates in corporate governance conferences and symposia in the United States and abroad.

         D. Divestment

          TIAA-CREF is committed to engagement with companies rather than divestment of their securities. This policy 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. In addition, divestment is not an option in segments of our portfolio that track market indices, as we are required to invest in all companies included in an index. 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.

          As a matter of general investment policy, TIAA-CREF’s trustees and its Asset Management Group may consider divesting or underweighting a company’s stock from actively managed accounts in cases where they conclude that the financial or reputational risks from a company’s policies or activities are so great that continued ownership of its stock is no longer prudent.

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VIII. International Governance

          With an increasing share of our assets invested in equities of companies listed on foreign markets and with international holdings in over 50 countries, TIAA-CREF is recognized as one of the most influential investors in the world. We have a long history of acting on behalf of our participants 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.

          We believe 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. We recognize that companies outside the United States are subject to different laws, standards and customs. We are mindful that cultural differences must be respected. At the same time, we recognize our responsibility to promote global governance standards that help strengthen shareholder rights, increase accountability and improve the performance of portfolio companies.

          TIAA-CREF has endorsed many of the governance standards of international associations and shareholder organizations. We agree with the widely-held view that 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 less developed countries seek to deal with the following problems:

• Listed companies dominated by controlling shareholders often blend characteristics of private and public companies, giving management and insiders too much power and shareholders too little.

• Foreign governments retain ownership in many local listed companies and exercise special powers that interfere with capital market efficiency.

• Shareholder rights are not fully developed in many countries, increasing investment risk.

• Legal and regulatory systems are still underdeveloped and means of enforcement can often be lacking.

• Basic governance standards of board accountability and independence, full and timely disclosure and financial transparency are in many cases still only aspirational.

• Operational inefficiencies such as share blocking and clustering of shareholder meetings impede investor communications and proxy voting.

• Ambivalence about shareholder activism, control contests and takeover bids undermines management accountability and market vitality.

TIAA-CREF’s international governance program involves both engagement with targeted portfolio companies and broad-based initiatives, often in conjunction with global governance organizations. We are willing to form strategic partnerships and collaborate with other institutional investors to increase our influence in foreign markets. We support regional efforts initiated by investor groups to improve local governance practices in line with global standards. We sponsor academic research, surveys and other activities that we believe will contribute to positive developments regionally.

          In addition to maintaining a leadership role as an advocate for shareholder rights and good governance globally, TIAA-CREF is committed to voting our shares in international companies. Our trustees regularly update our international proxy voting policies and guidelines as new developments occur in the various markets. Our Proxy Voting Group is familiar with voting procedures in every country where we invest. We promote reforms needed to eliminate cross-border voting inefficiencies and to improve the mechanics of proxy voting globally.

          We believe that basic corporate disclosure and proxy voting standards applicable to all public companies around the world should include the following:

• The one-share, one-vote principle should apply to all publicly traded companies to ensure that shareholders’ voting power is aligned with their economic interest.

• Voting caps and super voting rights should be eliminated.

• Companies should treat all shareholders equally, equitably and fairly to ensure that minority and foreign shareholders are protected and that government-controlled securities are not given special rights.

• Companies should distribute disclosure documents in a timely fashion, preferably no less than 28 days before shareholder meetings so that international investors can make informed voting decisions and have sufficient time to vote their shares.

• Annual meeting agendas and disclosure documents should be published in English whenever a company has substantial international ownership.

• Companies should work to achieve transparency through disclosure and accounting practices that are acceptable under international governance and accounting standards.

• Companies should provide information on director qualifications, independence, affiliations, related party transactions, executive compensation, conflicts of interest and other relevant governance information.

• Shareholders should be able to vote their shares without impediments such as share blocking, beneficial owner registration, voting by show of hands or other unreasonable requirements.

• Shareholders should have the right to vote on separate and distinct issues; companies should not bundle disparate proposals.

• Voting results should be disclosed promptly after shareholder meetings and procedures should be available to audit and verify the outcome.

• Shareholders should receive confirmation that their votes have been received and tabulated.

• In addition, preemptive rights may have distinct value to shareholders in jurisdictions outside of the United States. For domestic companies, TIAA-CREF does not object to the elimination of preemptive rights, which can impede a company’s ability to raise capital efficiently.

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IX. Environmental and Social Issues

          TIAA-CREF recognizes that as a matter of good corporate governance and from the perspective of shareholder value, boards should carefully consider the strategic impact of issues relating to the environment and social responsibility. There is a growing body of research examining the economic consequences of companies’ efforts to promote good environmental and social practices. We support companies’ efforts to evaluate the strategic relevance of these factors, including their impact on business risk, reputation, competitive position and opportunities for growth.

          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. Directors should encourage dialogue on these issues between the company and its investors, employees, customers, suppliers and the larger community. The goal of our policy is to ensure that the board and management include environmental and social responsibility in their business planning and that they disclose relevant information and decisions to shareholders.

          While our policies are not intended to be prescriptive, we believe that companies and boards should pay careful attention to the following issues in the course of their strategic planning:

• Environment: the short-term and long-term impact of the company’s operations and products on the local and global environment.

• Human Rights: the company’s labor and human rights policies and practices and their applicability through the supply and distribution chains.

• Diversity: the company’s efforts to promote equal employment opportunities and fair treatment for all segments of the populations it serves.

• Product Responsibility: the company’s attention to the safety and potential impact of its products and services.

• Society: the company’s diligence in reviewing all its activities to ensure they do not negatively affect the common good of the communities in which it operates.

Our guidelines for voting on some of the more common environmental and social resolutions are set forth in the Voting Guidelines included in Appendix A.

X. Securities Lending Policy

          TIAA-CREF believes that as a matter of good corporate governance shareholders have a responsibility to exercise their ownership rights with diligence and care. At the same time, however, institutional investors have a fiduciary duty to generate optimal financial returns for their beneficiaries. Balancing these two responsibilities — acting as responsible owners while maximizing value — can create a dilemma for institutional investors in choosing between short-term and long-term strategies. Stock lending practices can create such a potential conflict — whether to recall loaned stock in order to vote, or not to recall in order to preserve lending fee revenue.

          To address these issues, TIAA-CREF has developed a securities lending policy governing its practices with respect to stock lending and proxy voting. The policy delineates the factors to be considered in determining when we should lend shares and when we should recall loaned shares in order to vote them.

          Even after we lend the securities of a portfolio company, we continue to monitor whether income from lending fees is of greater value than the voting rights that have passed to the borrower. Using the factors set forth in our policy, we conduct an analysis of the relative value of lending fees versus voting rights in any given situation. We will recall shares when we believe the exercise of voting rights may be necessary to maximize the long-term value of our investments despite the loss of lending fee revenue.

          Our Asset Management and lending staff, in consultation with our governance staff, are responsible for analyzing these issues, conducting the cost/benefit analysis and making determinations about restricting, lending and recalling securities consistent with this policy.

APPENDIX A: PROXY VOTING GUIDELINES

TIAA-CREF Proxy Voting Guidelines

          TIAA-CREF’s voting practices are guided by our mission and fiduciary duty to our participants. As indicated in this Policy Statement, we monitor portfolio companies’ governance, social and environmental practices to ensure that boards consider these factors in the context of their strategic deliberations.

          The following guidelines are intended to assist portfolio companies, participants and other interested parties in understanding how TIAA-CREF is likely to vote on governance, compensation, social and environmental issues. The list is not exhaustive and does not necessarily represent how TIAA-CREF will vote at any particular company. In deciding how to vote, the Corporate Governance staff takes into account many factors, including input from our Asset Management Group and third-party research. We consider specific company context, including governance practices and financial performance. It is our belief that a one-size-fits-all approach to proxy voting is not appropriate.

          We establish voting policies with respect to both management proposals and shareholder resolutions. Our proxy voting decisions with respect to shareholder resolutions may be influenced by several additional factors: (i) whether the shareholder resolution process is the appropriate means of addressing the issue; (ii) whether the resolution promotes good corporate governance and is related to economic performance and shareholder value; and (iii) whether the information and actions recommended by the resolution are reasonable and practical. In instances where we agree with the concerns raised by proponents but do not believe that the policies or actions requested are appropriate, TIAA-CREF will generally abstain on the resolution.

          Where appropriate, we will accompany our vote with a letter of explanation.

Guidelines for Board-Related Issues

          Policy Governing Votes on Directors:

          TIAA-CREF will consider withholding or voting against some or all directors in the following circumstances:

• When TIAA-CREF trustees conclude that the actions of directors are unlawful, unethical, negligent, or do not meet fiduciary standards of care and loyalty, or are otherwise not in the best interest of shareholders. Such actions would include: issuance of backdated or spring loaded options, excessively dilutive equity grants, egregious compensation

TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds § Statement of Additional Information   B-45

	practices, unequal treatment of shareholders, adoption of inappropriate antitakeover devices, unjustified dismissal of auditors.
•	When directors have failed to disclose, resolve or eliminate conflicts of interest that affect their decisions.
•	When less than a majority of the company’s directors are independent, by TIAA-CREF standards of independence.

          In cases where TIAA-CREF decides to withhold or vote against the entire board of directors, we will also abstain or vote against a provision on the proxy granting discretionary power to vote on “other business” arising at the shareholders meeting.

          Majority Vote for the Election of Directors:

          General Policy: As indicated in Section III of this Policy Statement, TIAA-CREF will generally support shareholder resolutions asking that companies amend their governance documents to provide for director election by majority vote.

          Proxy Access Proposals:

          General Policy: TIAA-CREF will generally support shareholder resolutions seeking to establish reasonable conditions and procedures for shareholders to include their director candidates on a company’s proxy and ballot.

          Reimbursement of Expenses for Dissident Shareholder Nominees:

          General Policy: TIAA-CREF will consider on a case-by-case basis shareholder resolutions asking that the company reimburse certain expenses related to the cost of dissident short-slate director campaigns or election contests.

          Annual Election of Directors:

          General Policy: TIAA-CREF will generally support shareholder resolutions asking that each member of the board stand for re-election annually.

          Cumulative Voting:

          General Policy: TIAA-CREF will generally not support proposals asking that shareholders be allowed to cumulate votes in director elections, as this practice may encourage the election of “special interest” directors.

Guidelines for Other Governance Issues

          Separation of Chairman and Chief Executive Officer:

          General Policy: TIAA-CREF will consider on a case-by-case basis shareholder resolutions seeking to separate the positions of CEO and board chair or to appoint a lead director. We will generally support such resolutions when a company’s corporate governance practices or financial performance are deficient.

          Ratification of Auditor:

          General Policy: TIAA-CREF will generally support the board’s choice of auditor. However, TIAA-CREF will consider voting against the ratification of an audit firm where nonaudit fees are excessive, where the firm has been involved in conflict of interest or fraudulent activities in connection with the company’s audit, or where the auditors’ independence is questionable.

          Supermajority Vote Requirements:

          General Policy: TIAA-CREF will generally support shareholder resolutions asking for the elimination of supermajority vote requirements.

          Dual-Class Common Stock and Unequal Voting Rights:

          General Policy: TIAA-CREF will generally support shareholder resolutions asking for the elimination of dual classes of common stock with unequal voting rights or special privileges.

          Antitakeover Devices (Poison Pills):

          General Policy: TIAA-CREF will consider on a case-by-case basis proposals relating to the adoption or rescision of anti-takeover devices with attention to the following criteria:

• Whether the company has demonstrated a need for anti-takeover protection;

• Whether the provisions of the device are in line with generally accepted governance principles;

• Whether the company has submitted the device for shareholder approval;

• Whether the proposal arises in the context of a takeover bid or contest for control.

          TIAA-CREF will generally support shareholder resolutions asking to rescind or put to a shareholder vote antitakeover devices that were adopted without shareholder approval.

          Reincorporation:

          General Policy: TIAA-CREF will generally vote against management proposals asking shareholders to approve reincorporation to a new domicile if we believe the objective is to take advantage of laws or judicial interpretations that provide antitakeover protection or otherwise reduce shareholder rights.

Guidelines for Compensation Issues

          Equity-Based Compensation Plans:

          General Policy: TIAA-CREF will review equity-based compensation plans on a case-by-case basis, giving closer scrutiny to companies where plans include features that are not performance-based or where total potential dilution from equity compensation exceeds 10%.

          Comment: TIAA-CREF understands that companies need to attract and retain capable executives in a competitive market for executive talent. We take competitive factors into consideration whenever voting on matters related to compensation, particularly equity compensation. As a practical matter, we recognize that more dilutive broad-based plans may be appropriate for human-capital intensive industries and for small- or mid-capitalization firms and start-up companies.

          Red Flags:

• Excessive Equity Grants: TIAA-CREF will examine a company’s 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.

• Lack of Minimum Vesting Requirements: TIAA-CREF believes that companies should establish minimum vesting

B-46   Statement of Additional Information § TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds

	guidelines for senior executives who receive stock grants. Vesting requirements help influence executives to focus on maximizing the company’s long-term performance rather than managing for short-term gain.
•	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.
•	Insufficient Executive Stock Ownership: TIAA-CREF supports equity ownership requirements for senior executives and directors. Whether or not equity is a significant portion of compensation, sufficient stock ownership should be required to align executives’ and board members’ interests with those of shareholders.
•	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.
•	Mega Grants: TIAA-CREF will generally not support mega grants. A company’s 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.
•	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.
•	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.
•	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 minimum vesting and/or performance requirements.
•	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.

          Performance-Based Equity Compensation:

          General Policy: TIAA-CREF will generally support shareholder resolutions seeking alignment between executive compensation and performance.

          Advisory Vote on Compensation Disclosure:

          General Policy: TIAA-CREF will generally support shareholder resolutions seeking an advisory vote on companies’ compensation disclosure.

          Limits on Executive Compensation:

          General Policy: TIAA-CREF will generally vote against shareholder resolutions seeking to impose limits on executive pay by use of arbitrary ratios or pay caps.

          Clawback Policies:

          General Policy: TIAA-CREF will vote on a case-by-case basis with respect to shareholder resolutions seeking the establishment of clawback policies.

          Golden Parachutes:

          General Policy: TIAA-CREF will generally support shareholder resolutions seeking shareholder approval of “golden parachute” severance agreements that exceed IRS guidelines.

          Supplemental Executive Retirement Plans:

          General Policy: TIAA-CREF will vote on a case-by-case basis with respect to shareholder resolutions seeking to establish limits on the benefits granted to executives in SERPs.

Guidelines for Environmental and Social Issues

          As indicated in Section IX, TIAA-CREF will generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s 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.

          Environment

          Global Warming and Climate Change:

          General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions and the impact of climate change on a company’s business activities.

          Comment: The level of a company’s greenhouse gas emissions and its vulnerability to climate change may represent both short-term and long-term potential risks. Companies and boards should analyze the impact of climate change on their business and disclose this information.

          Use of Natural Resources:

          General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s use of natural resources, the impact on its business of declining resources and its plans to improve energy efficiency or to develop renewable energy alternatives.

TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds § Statement of Additional Information   B-47

          Comment: These considerations should be a part of the strategic deliberations of boards and managers and the company should disclose the results of such deliberations.

          Impact on Community:

          General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful community impacts or other hazards that result from its operations or activities.

          Comment: Community hazards at business facilities may expose companies to such risks as regulatory penalties, legal liability, diminished reputation, increased cost and loss of market share. Conversely, the elimination of hazards may improve competitiveness and provide business opportunities.

         Human Rights

         Human Rights Code of Conduct and Global Labor Standards:

          General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking a review of a company’s internal labor standards, the establishment of global labor standards or the adoption of codes of conduct relating to human rights.

          Comment: Adoption and enforcement of human rights codes and fair labor standards can help a company protect its reputation, increase worker productivity, reduce liability, improve customer loyalty and gain competitive advantage.

          Community

          Corporate Response to Global Health Risks:

          General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to the potential impact of HIV, AIDS, Avian Flu and other pandemics and global health risks on a company’s operations and long-term growth.

          Comment: Global health considerations should be factored into the strategic deliberations of boards and managers, and companies should disclose the results of such deliberations.

          Corporate Political Influence:

          General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s lobbying efforts and contributions to political parties or political action committees.

          Comment: Given increased public scrutiny of corporate lobbying activities and campaign contributions, we believe it is the responsibility of company boards to review and disclose the use of corporate assets for political purposes.

          Corporate Philanthropy:

          General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities. However, TIAA-CREF will vote against resolutions that promote a political agenda or a special interest or that unreasonably restrict a company’s corporate philanthropy.

          Comment: We believe that boards should disclose their corporate charitable contributions to avoid any actual or perceived conflicts of interest.

         Diversity

         General Policies:

• TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s nondiscrimination policies and practices, or seeking to implement such policies, including equal employment opportunity standards.

• TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce diversity.

• TIAA-CREF will generally vote against special purpose or discriminatory resolutions, such as those recommending that sexual orientation not be covered under equal employment opportunity policies.

          Comment: Promoting diversity and maintaining inclusive workplace standards can help companies attract and retain a talented and diverse workforce and compete more effectively.

         Product Responsibility

          General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to the safety and impact of a company’s products on the customers and communities it serves.

          Comment: Companies that demonstrate ethical behavior and diligence with regard to product safety and suitability can avoid reputational and liability risks and strengthen their competitive position.

         Tobacco

          General Policies:

• 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 youth exposure to tobacco products.

• TIAA-CREF will generally not support resolutions seeking to alter the investment policies of financial institutions or to require divestment of tobacco company stocks.

          Comment: Effectively addressing these concerns can help companies protect their reputation and reduce legal liability risk.

B-48  Statement of Additional Information § TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds

730 Third Avenue
New York, NY 10017-3206

Printed on recycled paper

OTHER INFORMATION

Item 23.		Exhibits
(a)	(1)	Declaration of Trust, dated as of April 15, 1999.1/
	(2)	Declaration of Trust, dated as of April 15, 1999, as amended to add the TIAA- CREF Lifecycle Funds (the “Lifecycle Funds”). 6/
	(3)	Form of Amendment dated December 7, 2005 to the Declaration of Trust dated April 15, 1999.9/
	(4)	Form of Amendment dated February 14, 2006 to the Declaration of Trust dated April 15, 1999. 9/
	(5)	Amendment dated August 7, 2006 to the Declaration of Trust. 10/
	(6)	Amendment dated October 2, 2006 to the Declaration of Trust. 10/
	(7)	Amendment dated July 17, 2007 to the Declaration of Trust. 13/
(b)	Registrant has adopted no bylaws.
(c)	The relevant portions of Registrant’s Declaration of Trust are incorporated herein by reference to Exhibit (a) above.
(d)	(1)	Investment Management Agreement by and between Registrant and Teachers Advisors, Inc. (“Advisors”), dated as of June 1, 1999.2/
	(2)	Amendment to the Investment Management Agreement by and between Registrant and Advisors, dated as of September 3, 2002. 4/
	(3)	Form of Expense Reimbursement Agreement by and between the Registrant and Advisors, dated as of February 1, 2004. 5/
	(4)	Amendment to Investment Management Agreement by and between Registrant and Advisors, dated as of October 1, 2004, for the Lifecycle Funds. 6/
	(5)	Form of Expense Reimbursement Agreement by and between the Registrant and Advisors, dated as of February 1, 2005. 7/
	(6)	Form of Investment Management Agreement by and between the Registrant and Advisors, effective February 1, 2006. 8/
	(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/

(8)	Form of Expense Reimbursement Agreement between Registrant and Advisors effective February 1, 2006. 8/
(9)	Form of Fee Waiver for Growth & Income Fund and Lifecycle Funds effective February 1, 2006. 8/
(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/
(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/
(12)	Form of Amendment dated March 31, 2006 to the Fee Waiver Agreement for Certain TIAA-CREF Institutional Mutual Funds. 9/
(13)	Form of Amendment dated May 16, 2006 to the February 1, 2006 Expense Reimbursement Agreement regarding the Growth Equity Fund. 10/
(14)	Form of Amendment dated May 16, 2006 to the February 1, 2006 Expense Reimbursement Agreement. 10/
(15)	Form of Amendment dated May 16, 2006 to the February 1, 2006 Fee Waiver for Growth & Income Fund and Lifecycle Funds. 10/
(16)	Form of Amendment dated December 1, 2006 to the February 1, 2006 Fee Waiver Agreement for Certain TIAA-CREF Institutional Mutual Funds. 10/
(17)	Form of Amendment dated December 1, 2006 to the February 1, 2006 Expense Reimbursement Agreement regarding the Growth Equity Fund. 10/
(18)	Form of Amendment dated December 1, 2006 to the February 1, 2006 Expense Reimbursement Agreement. 10/
(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/
(20)	Form of Amendment dated January 17, 2007 to the Expense Reimbursement Agreement dated February 1, 2006. 10/
(21)	Form of Amendment dated November 30, 2007 to the Investment Management Agreement between Registrant and Advisors dated February 1, 2006. 13/
(22)	Form of Amendment dated November 30, 2007 to the February 1, 2006 Fee Waiver. 13/

	(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/
	(24)	Form of Amendment dated February 1, 2008 to the February 1, 2006 Expense Reimbursement Agreement regarding the Growth Equity Fund. *
	(25)	Form of Amendment dated February 1, 2008 to the February 1, 2006 Expense Reimbursement Agreement.*
	(26)	Form of Amendment dated February 1, 2008 to the February 1, 2006 Fee Waiver for Growth & Income Fund and Lifecycle Funds *
(e)	(1)	Distribution Agreement by and between Registrant and Teachers Personal Investors Services, Inc. (“TPIS”), dated as of June 1, 1999.2/
	(2)	Selling Agreement by and between TPIS and TIAA-CREF Individual & Institutional Services, LLC (“Services”), dated as of June 1, 1999.3/
	(3)	Amendment to Distribution Agreement by and between Registrant and TPIS, dated as of September 3, 2002. 4/
	(4)	Amendment to Distribution Agreement by and between Registrant and TPIS, dated as of October 1, 2004, for the Lifecycle Funds. 6/
	(5)	Amendment to Distribution Agreement by and between Registrant and TPIS, dated as of October 19, 2004. 7/
(f)	(1)	TIAA and CREF Non-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/
	(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/
	(3)	Non-Employee Trustee and Member Long-Term Compensation Plan, dated January 1, 2008.*
	(4)	Non-Employee Trustee and Member Deferred Compensation Plan, dated January 1, 2008.*
(g)	(1)	Custodian Agreement by and between Registrant and State Street Bank and Trust Company (“State Street”), dated as of June 11, 1999.3/
	(2)	Custodian Agreement by and between Registrant and JPMorgan Chase Bank (“JPMorgan”), dated as of July 1, 2002. 4/
	(3)	Amendment to the Custodian Agreement by and between Registrant and JPMorgan, dated August 26, 2002. 4/

	(4)	Form of Master Custodian Agreement by and between Registrant and State Street Bank and Trust Company dated November 20, 2007. 13/
(h)	(1)	Administration Agreement by and between Registrant and State Street, dated as of July 1, 1999.3/
	(2)	Transfer Agency Agreement by and between Registrant and Boston Financial Data Services, Inc. (“BFDS”), dated as of July 1, 1999.3/
	(3)	Transfer Agency and Service Agreement by and between Registrant and BFDS, dated as of July 1, 2002. 4/
	(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/
	(5)	Form of Retirement Class Service Agreement by and between Registrant and Advisors dated as of February 1, 2006. 8/
	(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/
	(7)	Form of Transfer Agency Agreement by and between Registrant and BFDS, dated September 1, 2004. 12/
	(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/
	(9)	Form of Investment Accounting Agreement by and between Registrant and State Street Bank and Trust Company dated November 20, 2007. 13/
(i)	Opinion and Consent of George W. Madison, Esq.*
(j)	(1)	Consent of Dechert LLP.*
	(2)	Consent of PricewaterhouseCoopers LLP for the TIAA-CREF Institutional Mutual Funds.*
	(3)	Consent of PricewaterhouseCoopers LLP for the TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds.*
(k)	Not applicable.
(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/
	(2)	Seed Money Agreement by and between Registrant and TIAA, dated as of August 1, 2002. 4/
	(3)	Seed Money Agreement by and between Registrant and TIAA, dated as of October 1, 2004, for the Lifecycle Funds.6/

	(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/
	(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/
	(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/
(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/
	(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/
	(3)	Suspension of Distribution Plan Reimbursement Agreement by and between Registrant and TPIS dated effective February 1, 2006. 8/
	(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/
	(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/
	(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/
	(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/
	(8)	Form of Amendment dated November 30, 2007 to the Distribution Plan for the Retail Shares of Registrant adopted pursuant to Rule 12b-1 of the 1940 Act, dated October 1, 2004. 13/
	(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/

	(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/
	(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. *
(n)	(1)	Multiple Class Plan of Registrant adopted pursuant to Rule 18f-3 of the 1940 Act. 4/
	(2)	Form of Amended and Restated Multiple Class Plan effective February 14, 2006. 9/
	(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/
	(4)	Form of Amendment dated November 30, 2007 to the Multiple Class (18f-3) Plan for the Lifecycle Funds. 13/
(p)	Policy Statement on Personal Trading (For Non-Restricted Areas). 6/

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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.

* Filed herewith.

Item 24.           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 Funds,each of which has Teachers Advisors, Inc. or an affiliate as its investment adviser. In addition, the Registrant and the other TIAA-CREF Funds have some officers in common. Nonetheless, the Registrant takes the position that it is not under common control with the other TIAA-CREF 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.

Item 25.           Indemnification

          As a Delaware statutory trust, Registrant’s 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. Registrant’s 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 Registrant’s shareholders could be subject to personal liability.

          To protect Registrant’s 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 Registrant’s 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 Registrant's 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 person's 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.

Item 26.           Business and Other Connections of the Investment Adviser

          Advisors also provides investment management services to TIAA-CREF Life Funds, TIAA Separate Account VA-1 and certain unregistered pools. The directors of Advisors are Scott C. Evans, Erwin W. Martens, Georganne Proctor, Brian Bohaty, Jamie DePeau and Nancy Heller, 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.

Item 27.           Principal Underwriters

          TPIS acts as the principal underwriter for the Registrant. TPIS also acts as the principal underwriter for TIAA Separate Account VA-1 and TIAA-CREF Life Funds, as well as for certain separate accounts of TIAA-CREF Life Insurance Company that offer variable products. The officers of TPIS and their positions and offices with TPIS and the Registrant are listed in Schedule A of Form BD, as currently on file with the Commission (File No. 8-47051), the text of which is hereby incorporated by reference.

Item 28.           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 Registrant’s home office, 730 Third Avenue, New York, NY 10017-3206, at other offices of the Registrant located at 750 Third Avenue and 485 Lexington Avenue, both in New York, NY 10017-3206, and at the offices of the Registrant’s 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.

Item 29.           Management Services

          Not Applicable.

Item 30.           Undertakings

          Not Applicable.

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, TIAA-CREF Institutional Mutual Funds certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act and 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 28^th day of January, 2008.

TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
By:	/s/ Scott C. Evans
Name:	Scott C. Evans
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.

Signature	Title	Date
/s/ Scott C. Evans	Principal Executive Officer and	January 28, 2008
Scott C. Evans	President
	(Principal Executive Officer)
/s/ Phillip G. Goff	Principal Financial Officer,	January 28, 2008
Phillip G. Goff	Principal Accounting Officer
	and Treasurer
	(Principal Financial and
	Accounting Officer)

SIGNATURE OF TRUSTEE	DATE	SIGNATURE OF TRUSTEE	DATE
*	January 28, 2008	*	January 28, 2008
Forrest Berkley		Nancy L. Jacobs
*	January 28, 2008	*	January 28, 2008
Nancy Eckl		Bridget A. Macaskill
*	January 28, 2008	*	January 28, 2008
Eugene Flood, Jr.		James M. Poterba
*	January 28, 2008	*	January 28, 2008
Michael A. Forrester		Maceo K. Sloan
*	January 28, 2008	*	January 28, 2008
Howell E. Jackson		Laura T. Starks
/s/ Stewart P. Greene	January 28, 2008
Stewart P. Greene
as attorney-in-fact

*Signed by Stewart P. Greene pursuant to powers of attorney previously filed with the SEC.

EXHIBIT INDEX

(d)	(24)	Form of Amendment dated February 1, 2008 to the February 1, 2006 Expense Reimbursement Agreement regarding the Growth Equity Fund.
	(25)	Form of Amendment dated February 1, 2008 to the February 1, 2006 Expense Reimbursement Agreement.
	(26)	Form of Amendment dated February 1, 2008 to the February 1, 2006 Fee Waiver for Growth & Income Fund and Lifecycle Funds
(f)	(3)	Non-Employee Trustee and Member Long-Term Compensation Plan, dated January 1, 2008.
	(4)	Non-Employee Trustee and Member Deferred Compensation Plan, dated January 1, 2008.
(i)	Opinion and Consent of George W. Madison, Esq.
(j)	(1)	Consent of Dechert LLP.
	(2)	Consent of PricewaterhouseCoopers LLP for the TIAA-CREF Institutional Mutual Funds.
	(3)	Consent of PricewaterhouseCoopers LLP for the TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds.
(m)	(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.

EX-99.(D)(25)

Exhibit 99.(d)(25)

SEVENTH AMENDMENT TO THE EXPENSE REIMBURSEMENT AGREEMENT
FOR THE TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

          AMENDMENT, dated February 1, 2008, to the Expense Reimbursement Agreement dated February 1, 2006 (the “Agreement”), as amended, by and between TIAA-CREF Institutional Mutual Funds (the “Trust”) and Teachers Advisors, Inc. (“Advisors”).

          WHEREAS, Advisors has proposed, and the Trust’s Board of Trustees has approved, revised expense reimbursement levels for each series (“Fund”) of the Trust (except the Lifecycle Funds and the Enhanced Index Funds);

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

1.	Section 1 of the Agreement shall be replaced in its entirely by the following:
	Term of Agreement. This Agreement shall commence as of February 1, 2006. With respect to the Subject Funds that are managed to an index (set forth on Exhibit A as the “Index Funds”), this Agreement shall continue in force until the close of business on April 30, 2010. Except as noted below, this Agreement shall continue in force for all other Subject Funds until the close of business on January 31, 2009. With respect to the Lifecycle 2045, 2050 and Retirement Income Funds and the Enhanced International Equity Index, Enhanced Large-Cap Growth Index and Enhanced Large-Cap Value Index Funds, this Agreement shall continue in force until the close of business on April 30, 2009. The Agreement may be terminated earlier than the dates specified above upon written agreement by the parties hereto.
2.	Section 2 of the Agreement shall be replaced in its entirely by the following:
	Reimbursement of Expenses of the Subject Funds. Advisors hereby agrees to reimburse the Retail Class, Retirement Class and Institutional Class shares of the Funds for the total expenses of the Funds that exceed, on an annual basis, the percentages of average daily net assets set forth on Exhibit B. For purposes of assessing any reimbursement under the Agreement, any fees categorized as “Acquired Fund Fees and Expenses,” as defined by the Securities and Exchange Commission in Form N-1A, shall not be included in the Funds’ total expense amounts.
3.	The Agreement shall be amended by replacing Exhibit B with the following table:

	Institutional Cl	Retirement Cl	Retail Cl
Growth & Income Fund	0.52%	0.77%	0.66%
International Equity Fund	0.60%	0.85%	0.74%
Large-Cap Growth Fund	0.52%	0.77%	0.66%

Large-Cap Value Fund	0.52%	0.77%	0.66%
Mid-Cap Growth Fund	0.55%	0.80%	0.69%
Mid-Cap Value Fund	0.55%	0.80%	0.69%
Small-Cap Equity Fund	0.55%	0.80%	0.69%
Large-Cap Growth Index Fund	0.09%	0.34%	N/A
Large-Cap Value Index Fund	0.09%	0.34%	N/A
Equity Index Fund	0.09%	0.34%	0.23%
S&P 500 Index Fund	0.09%	0.34%	N/A
Mid-Cap Growth Index Fund	0.09%	0.34%	N/A
Mid-Cap Value Index Fund	0.09%	0.34%	N/A
Mid-Cap Blend Index Fund	0.09%	0.34%	N/A
Small-Cap Growth Index Fund	0.09%	0.34%	N/A
Small-Cap Value Index Fund	0.09%	0.34%	N/A
Small-Cap Blend Index Fund	0.09%	0.34%	N/A
International Equity Index Fund	0.15%	0.40%	N/A
Social Choice Equity Fund	0.22%	0.47%	0.36%
Real Estate Securities Fund	0.57%	0.82%	0.71%
Managed Allocation Fund II	0.00%	0.25%	0.00%
Bond Fund	0.35%	0.60%	0.45%
Bond Plus Fund II	0.35%	0.60%	0.45%
Short-Term Bond Fund II	0.30%	0.55%	0.40%
High-Yield Fund II	0.40%	0.65%	0.50%
Tax-Exempt Bond Fund II	0.35%	N/A	0.45%
Inflation-Linked Bond Fund	0.35%	0.60%	0.45%
Money Market Fund	0.15%	0.40%	0.25%
Enhanced Large-Cap	0.40%	N/A	N/A
Growth Index Fund
Enhanced Large-Cap Value Index Fund	0.40%	N/A	N/A

Enhanced International	0.55%	N/A	N/A
Equity Index Fund
Lifecycle 2010 Fund	0.00%	0.25%	N/A
Lifecycle 2015 Fund	0.00%	0.25%	N/A
Lifecycle 2020 Fund	0.00%	0.25%	N/A
Lifecycle 2025 Fund	0.00%	0.25%	N/A
Lifecycle 2030 Fund	0.00%	0.25%	N/A
Lifecycle 2035 Fund	0.00%	0.25%	N/A
Lifecycle 2040 Fund	0.00%	0.25%	N/A
Lifecycle 2045 Fund	0.00%	0.25%	N/A
Lifecycle 2050 Fund	0.00%	0.25%	N/A
Lifecycle Retirement
Income Fund	0.00%	0.25%	0.00%

          4.     The Agreement shall be amended by deleting Exhibit C.

          IN WITNESS WHEREOF, the Trust and Advisors 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 INSTITUTIONAL MUTUAL FUNDS

By:

Title:

TEACHERS ADVISORS, INC.           

By:

Title:

EX-99.(D)(26)

Exhibit 99.(d)(26)

FIFTH AMENDMENT TO THE FEE WAIVER AGREEMENT
FOR CERTAIN TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

           AMENDMENT, dated February 1, 2008, to the Fee Waiver Agreement dated February 1, 2006 (the “Agreement”), as subsequently amended, by and between TIAA-CREF Institutional Mutual Funds (the “Trust”) and Teachers Advisors, Inc. (“Advisors”).

          WHEREAS, the Trust and Advisors wish to extend the term of the Agreement so that the current fee waivers for certain series of the Trust are in place through January 2009;

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

3.

Section 1 of the Agreement shall be replaced in its entirety with the following:

Term of Agreement. This Agreement shall commence as of February 1, 2006, and shall continue in force until the close of business on January 31, 2009, with the following exceptions: (1) with respect to the Lifecycle 2045, 2050 and Retirement Income Funds, the Agreement shall continue in force until the close of business on April 30, 2009; and (2) with respect to Large-Cap Growth Fund and Growth & Income Fund, the Agreement shall continue in force until the close of business on April 30, 2008. The Agreement may be terminated earlier than the dates specified above upon written agreement by the parties hereto.

          IN WITNESS WHEREOF, the Trust and Advisors 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 INSTITUTIONAL MUTUAL FUNDS

By:

Title:

TEACHERS ADVISORS, INC.           

By:

Title:

EX-99.(F)(3)

Exhibit 99.(f)(3)

TIAA-CREF Non-Employee Trustee and Member
Long Term Compensation Plan

1.	This Plan.
	(a)	This document sets forth the provisions of the TIAA and CREF Non-Employee Trustee and Member Long Term Compensation Plan (the "Plan") established by the Board of Trustees of Teachers Insurance and Annuity Association of America ("TIAA"), the Board of Trustees of College Retirement Equities Fund ("CREF"), the Board of Trustees of TIAA-CREF Institutional Mutual Funds, and the Board of Trustees of TIAA-CREF Life Funds (collectively referred to as the "Board of Trustees") as of January 1, 1998, as amended and restated as of each of May 19, 1999, August 1, 1999, January 1, 2002, January 1, 2003, July 1, 2005 and January 1, 2008.
	(b)	Credits under this plan shall be reflected by bookkeeping accounts maintained by TIAA, CREF, TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life Funds. The obligations of TIAA, CREF, TIAA-CREF Institutional Mutual Funds and TIAA- CREF Life Funds under this Plan are unfunded, unsecured, promises to make future payments. In their sole discretion, TIAA, CREF, TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life Funds may purchase annuity contracts or certificates issued by TIAA or CREF (such contracts or certificates shall hereinafter be referred to as “contracts”) or, starting after January 1, 2003, mutual fund shares, in amounts equal to all or a portion of the amounts so credited under Article 3. No Trustee or Member, or former Trustee or Member, shall acquire any interest in any such contracts or mutual fund shares, and any such contracts or mutual fund shares shall remain the sole property of TIAA, CREF, TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life Funds and may be disposed of by TIAA, CREF, TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life Funds at any time for any corporate purpose. These contracts and mutual fund shares shall be subject to all the claims of TIAA's, CREF's, TIAA-CREF Institutional Mutual Funds’, and TIAA-CREF Life Funds’ creditors, and shall not be a trust fund or collateral security for the obligation to pay the Trustee or Member his or her accumulations under this Plan.
2.	Eligibility and Participation. Any non-employee Trustee of TIAA, CREF, TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life Funds (each, a "Trustee") and any non- employee member of the Board of Overseers of TIAA and CREF and the TIAA Separate Account VA-1 Management Committee (each, a "Member") shall become a participant in this Plan on the later of January 1, 1998 or the first day of the Trustee's or Member's first term as Trustee or Member. A Trustee or Member is a "non-employee" if he or she is not an employee of TIAA or any of its affiliates. Participation in the Plan shall end at the termination of the Trustee or Member from his or her respective Boards or Committees or upon his or her becoming an employee of TIAA or any of its affiliates.
3.	Plan Credits.
	(a)	Credits under this Plan ("Plan Credits") will be made in equal amounts once each calendar quarter to unfunded bookkeeping accounts established for each participant. The credit for each quarter and aggregate credit for each calendar year are set forth on Appendix A to this Plan.

	(b)	In addition, if the participant was also a participant under the terminated TIAA and CREF Non-Employee Trustee and Member Deferred Compensation Plan, Plan Credits in the amount of the unfunded bookkeeping account maintained on behalf of the participant, as of January 2, 1998, in that plan shall, as of January 5, 1998, be credited to the bookkeeping account maintained on behalf of the participant under this Plan.
	(c)	Plan Credits to the bookkeeping account for a participant shall be allocated among the notional TIAA and CREF accounts and mutual fund share accounts set forth on Appendix B to this Plan, held for such participant and used for measurement purposes under this Plan in such amounts as provided under Article 3(d). The value of such Plan Credits shall subsequently be measured by the experience of the contracts or mutual fund shares that correspond to the applicable notional investment accounts under this Plan. The Board of Trustees may subsequently change the allocation percentages in any bookkeeping account at such times as they shall determine in their sole discretion.
	(d)	As of August 1, 1999, each participant may request that his or her bookkeeping account be allocated among the available options under the notional TIAA and CREF options, and on or after January 1, 2003, notional mutual fund share accounts, for such participant used for measurement purposes under this Plan, in whole percentages. In addition, the participant may request that any ongoing Plan Credits be deemed allocated in whole percentages among such options or mutual fund share accounts and this request need not be the same as the allocation requested for his or her bookkeeping account as of August 1, 1999. If no such allocation request is made by a participant, his or her bookkeeping account, and/or ongoing Plan Credits, shall be deemed allocated pursuant to the allocation choices in effect prior to August 1, 1999. If there are no such allocation choices, his or her bookkeeping account shall be allocated to the notional CREF Money Market Account. Once made, the participant’s allocation request shall remain in effect for all subsequent deferrals until such request is changed by the participant.
	(e)	A participant may change his or her allocation request, or request transfers among the notional TIAA and CREF options and mutual fund share accounts. The Board of Trustees shall prescribe the procedures that must be followed for a participant to make allocation and transfer requests. Transfers are permitted as provided in Appendix C to this Plan. Transfers may also be subject to certain minimums.
	(f)	Although the Board of Trustees intends to make allocations and transfers in accordance with participant requests, the Board of Trustees reserves the right to allocate such accounts without regard to such requests, and may decide to change the measure of the value of the bookkeeping accounts in some other manner; provided that any new measure meets the applicable investment measure requirements described in Treas. Reg. § 1.409A-6(a)(4)(iv).
4.	Benefits.
	(a)	Benefits under this Plan shall be paid in a lump sum as of the later of the first business day of the calendar month following the date the participant separates from service (within the meaning of Treas. Reg. § 1.409A-1(h)) as a Trustee or Member

		and January 1, 2009. The foregoing notwithstanding, a participant may request, and the Board of Trustees may agree to, the following alternate forms and dates of such payment (subject to subsections (b) and (c) of this Article 4): (i) lump sum payment payable on the first business day of January in the year following the year in which payment would otherwise occur; and/or (ii) annual installment payments over a 5-, 10-, 15- or 20-year period as the participant may request, commencing either on the first business day of the calendar month following, or the first business day of January of the year following, the date the participant separates from service as a Trustee or a Member. The Board of Trustees may provide in writing for additional forms or dates of payments at its discretion.
	(b)	With respect to Plan Credits made prior to January 1, 2005 (“Old Credits”), any such request shall be irrevocable and must be made in writing and must be received at the address the Board of Trustees shall specify, at least one-hundred and eighty (180) days prior to the date payment(s) would otherwise begin. In the event that the Trustee or Member terminates from his or her position on the Board or ceases to be a Member due to a restructuring of the respective Board or Committee or for reasons outside of his or her control (other than retirement at normal retirement age) the one-hundred and eighty (180) day period referred to in the preceding sentence shall be reduced to ninety (90) days.
	(c)	With respect to Plan Credits made on or after January 1, 2005 (“New Credits”), any such request may be made with respect to Plan Credits to be made in each year but must be made in writing and received at the address the Board of Trustees shall specify prior to the December 31 of the year preceding the year in which the Plan Credits will be made. Notwithstanding the foregoing, the Board of Trustees may, at its sole discretion, allow any participant to revise his or her request prior to January 1, 2009 (or such later date as the transition rules under Code Section 409A permit) with respect to any New Credits; provided, that no such revision may affect any amounts otherwise payable in the same year as the revision is made and no such revision provides for payments to be made in the same year as the revision is made. After December 31, 2008 (or such later date as the transition rules under Code Section 409A permit), participants may amend their deferral elections at any time provided that such amendment (1) is in writing, (2) will not become effective for twelve (12) months from the date the amendment is received at the address as the Board of Trustees shall specify, (3) is made not less than twelve (12) months prior to the date the first payment is scheduled to be made, and (4) defers the payment of benefits for at least five (5) years from the date such payments would otherwise have begun.
	(d)	Different payment options may be selected for Old Credits and New Credits, in compliance with Section 4.
5.	Vesting. All Plan Credits are fully vested when made.
6.	Death Benefits. In the event a participant dies prior to receiving any or all of the benefits described in Article 4, the full current value of the unpaid Credits under this Plan is payable to the beneficiary or beneficiaries named by the participant to receive a death benefit under this Plan as of the later of as soon as practicable following the participant’s death and January 1, 2009. Each participant may file, on a form

	acceptable to the Board of Trustees, a written election designating his or her primary or secondary beneficiary or beneficiaries. In order to be effective, any such designation must be received by a duly authorized representative of TIAA, CREF, TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life Funds prior to the participant's death. If a participant dies and there is no effective beneficiary designation or the beneficiary dies before payment is made, the payment shall be made to the participant's estate.
7.	Nontransferability. To the extent permitted by law, the right of any participant or any beneficiary in any benefit or to any payment hereunder shall not be subject in any manner to attachment or other legal process for the debts of such participant or beneficiary; and any such benefit or payment shall not be subject to anticipation, alienation, sale, transfer, assignment, or encumbrance.
8.	Administration. This Plan shall be administered by the Executive Vice President, Human Resources, of TIAA, in accordance with the terms hereof and he or she shall adopt, and may amend from time to time, such administrative rules, guidelines and practices to govern the Plan as he or she shall, from time to time, deem advisable to interpret the terms and provisions of the Plan and to otherwise administer the Plan. The Executive Vice President, Human Resources, shall make determinations on behalf of the Board of Trustees pursuant to Sections 3, 4 and 6.
9.	Amendment. While it is expected that this Plan will continue indefinitely, the Board of Trustees reserves the right to modify or discontinue the Plan at any time and for any reason, including an amendment or termination that shall have the effect of reducing any benefit accrued to a participant prior to the date of the amendment or termination. The Executive Vice President, Human Resources, of TIAA is delegated the duty to amend the Plan as necessary and appropriate to comply with the Internal Revenue Code, Employee Retirement Income Security Act and any other applicable law or regulation (to the extent any other such law ore regulation is not inconsistent with federal law). The Executive Vice President, Human Resources, of TIAA is further delegated the authority to amend Appendices A, B and C as he or she may deem necessary to conform to existing administrative practices.
10.	Participant Status. Neither this Plan nor any action taken hereunder shall be construed as giving any participant any equitable or legal right against TIAA, CREF, TIAA-CREF Institutional Mutual Funds or TIAA-CREF Life Funds except as provided herein, or any right to be retained as a Trustee or Member.
11.	Governing Law. To the extent not superseded by federal law, the laws of the State of New York shall be controlling in all matters related to this Plan.
12.	Compliance. This Plan is intended to fully comply with all federal, state and local laws, including Code Section 409A and the regulations thereunder. Any ambiguity or inconsistency in this Plan should be interpreted in a manner consistent with Code Section 409A (and the regulations thereunder) and such other laws as applicable (to the extent any other such law is not inconsistent with federal law).

TIAA and CREF Non-Employee Trustee and Member
Long Term Compensation Plan

Appendix A

Effective July 1, 2005, credits to this Plan shall be in the following amounts for the members of the respective Boards:

TIAA Board of Overseers:	$ 12,250 per quarter up to $49,000 per year
CREF Board of Overseers:	$ 12,250 per quarter up to $49,000 per year
TIAA Board of Trustees:	$ 21,250 per quarter up to $85,000 per year
CREF Board of Trustees:	$ 18,750 per quarter up to $75,000 per year

Appendix B
TIAA and CREF Options and Mutual Fund Share Accounts

Investment Group	Investment Funds
Guaranteed	TIAA Traditional
Money Market	CREF Money Market
Fixed Income	CREF Bond Market
Real Estate	TIAA Real Estate
	TIAA-CREF Real Estate Securities
Equities	CREF Stock
	CREF Global Equities
	CREF Growth
	CREF Equity Index
	TIAA-CREF Growth & Income
	TIAA-CREF Social Choice Equity
	TIAA-CREF International Equity
	TIAA-CREF Large-Cap Value
	TIAA-CREF Mid-cap Growth
	TIAA-CREF Mid-cap Value
	TIAA-CREF S&P 500 Index
	TIAA-CREF Small-cap Equity
Life Cycle	TIAA-CREF Lifecycle Fund 2010
	TIAA-CREF Lifecycle Fund 2015
	TIAA-CREF Lifecycle Fund 2020
	TIAA-CREF Lifecycle Fund 2025
	TIAA-CREF Lifecycle Fund 2030
	TIAA-CREF Lifecycle Fund 2035
	TIAA-CREF Lifecycle Fund 2040

Appendix C
TRANSFER RESTRICTIONS

Transfers are permitted to or from the TIAA Real Estate Account, the CREF accounts, the TIAA Traditional Annuity and the mutual fund share accounts at any time; provided, however, that no transfers may be made from TIAA Traditional to the CREF accounts, TIAA Real Estate Account, or mutual fund share accounts on or after the date on which benefits begin to be paid under this Plan; provided, further, that prior to the date benefits are paid under this Plan, transfers from the TIAA Traditional Annuity to the CREF accounts, TIAA Real Estate Account, or mutual fund share accounts can only be made in ten installments over nine years (i.e., identical to a transfer payout annuity, with the first installment occurring immediately and the remaining nine payments occurring annually thereafter). With respect to such a ten installment transfer, (1) the aggregate amount being transferred may not be increased or decreased once the first payment is made and (2) installment payments may not be canceled or otherwise terminated until all ten installments have been made, except in the event that benefits under this Plan begin to be paid, at which time any remaining installment transfers will be canceled and any non-transferred amounts shall remain in the notional TIAA Traditional account.

The foregoing notwithstanding, no amounts shall be allocated or transferred to the notional CREF Inflation Linked Bond Account.

EX-99.(F)(4)

Exhibit 99.(f)(4)

TIAA-CREF Non-Employee Trustee and Member
Deferred Compensation Plan

1.	This Plan.
	(a)	This document sets forth the provisions of the TIAA and CREF Non-Employee Trustee and Member Deferred Compensation Plan (the "Plan") established by the Board of Trustees of Teachers Insurance and Annuity Association of America ("TIAA"), the Board of Trustees of College Retirement Equities Fund ("CREF"), the Board of Trustees of TIAA-CREF Institutional Mutual Funds, and the Board of Trustees of TIAA-CREF Life Funds (collectively referred to as the "Board of Trustees") as of June 1, 1998, as amended and restated as of each of May 19, 1999, August 1, 1999, January 1, 2002, January 1, 2003 and January 1, 2008.
	(b)	Credits under this plan shall be reflected by bookkeeping accounts maintained by TIAA, CREF, TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life Funds. The obligations of TIAA, CREF, TIAA-CREF Institutional Mutual Funds and TIAA- CREF Life Funds under this Plan are unfunded, unsecured, promises to make future payments. In their sole discretion, TIAA, CREF, TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life Funds may purchase annuity contracts or certificates issued by TIAA or CREF (such contracts or certificates shall hereinafter be referred to as "contracts") or, starting after January 1, 2003, mutual fund shares, in amounts equal to all or a portion of the amounts so credited under Article 3. No Trustee or Member, or former Trustee or Member, shall acquire any interest in any such contracts or mutual fund shares, and any such contracts or mutual fund shares shall remain the sole property of TIAA, CREF, TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life Funds and may be disposed of by TIAA, CREF, TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life Funds at any time for any corporate purpose. These contracts and mutual fund shares shall be subject to all the claims of TIAA's, CREF's, TIAA-CREF Institutional Mutual Funds’, and TIAA-CREF Life Funds’ creditors, and shall not be a trust fund or collateral security for the obligation to pay the Trustee or Member his or her accumulations under this Plan.
2.	Eligibility and Participation. Any non-employee Trustee of TIAA, CREF, TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life Funds (each, a "Trustee") and any non-employee member of the Board of Overseers of TIAA and CREF and the TIAA Separate Account VA-1 Management Committee (each, a "Member") shall become a participant in this Plan upon the execution of a Deferred Compensation Agreement ("Agreement") in which he or she agrees to defer: (a) any whole percentage of his or her “Compensation;” (b) 100% of his or her basic and additional stipends; or (c) 100% of his or her meeting fees. For purposes of this Plan, “Compensation” means a participant's basic stipend, additional stipends paid to a participant as Chair of a committee, meeting fees and any non-recurring payments authorized by the Board. Compensation does not include miscellaneous fees and expenses. Such Agreement shall be in the form determined by the Board of Trustees. Agreements to participate in this Plan may not be made retroactively and shall remain in effect with respect to future deferrals until terminated by either the participant or the Board of Trustees. A Trustee or Member may elect to participate in this Plan no later than

	December 31 of the year prior to the year in which the Compensation subject to the Agreement is to be earned, provided however, that in the year in which the Plan is first implemented, or the year in which a Trustee or Member first becomes eligible to participate, such Agreement may be made within 30 days after the Plan is effective or the Trustee or Member first becomes eligible (but solely with respect to Compensation earned thereafter). An Agreement can apply only to Compensation performed after the date the Agreement is made. A Trustee or Member is a "non- employee" if he or she is not an employee of TIAA or any of its affiliates. Participation in the Plan shall end at the termination of the Trustee or Member from his or her respective Boards or Committees or upon his or her becoming an employee of TIAA or any of its affiliates.
3.	Plan Credits.
	(a)	Credits under this Plan ("Plan Credits") will be made pursuant to the Agreement described in Article 2 above. Plan Credits to the bookkeeping account for a participant shall be allocated among the notional TIAA and CREF accounts, and on or after January 1, 2003, notional mutual fund share accounts set forth on Appendix A to this Plan, held for such participant and used for measurement purposes under this Plan as provided under this Article 3. Each participant may request that his or her Plan Credits be allocated among the available options under such accounts and mutual fund share accounts in whole percentages. If no such allocation request is made by the participant, his or her account shall be allocated to the notional CREF Money Market Account. Once made, the participant's allocation request shall remain in effect for all subsequent deferrals until such request is changed by the participant.
	(b)	A participant may subsequently request transfers of amounts allocated to the notional TIAA or CREF accounts or mutual fund share accounts to the extent that such transfers are permitted as provided in Appendix B to this Plan. The Board of Trustees shall prescribe the procedures that must be followed in order for a participant to make allocation and transfer requests.
	(c)	The value of a participant's Plan Credits shall subsequently be measured by the experience of the annuity contracts and mutual fund shares that correspond to the applicable notional investment accounts under this Plan.
	(d)	Although the Board of Trustees intends to make allocations and transfers in accordance with participant requests, the Board of Trustees reserves the right to allocate such accounts without regard to such requests, and may decide to change the measure of the value of the bookkeeping accounts in some other manner; provided that any new measure meets the applicable investment measure requirements described in Treas. Reg. § 1.409A-6(a)(4)(iv).
4.	Benefits.
	(a)	Benefits under this Plan shall be paid in a lump sum as of the later of the first business day of the calendar month following the date the participant separates from service (within the meaning of Treas. Reg. § 1.409A-1(h)) as a Trustee or Member and January 1, 2009, unless an earlier or later date is specified in the Agreement. The foregoing notwithstanding, a participant may request, and the Board of Trustees may agree to, the following alternate forms and dates of such payment (subject to

		subsections (b) and (c) of this Article 4): (i) delay payment to the first business day of January in the year following the year in which payment would otherwise occur; and/or (ii) make payments in annual installments over a 5-, 10-, 15- or 20-year period as the participant may request, commencing either on the first business day of the calendar month following the date the payment would otherwise occur or the first business day of January of the year following the date payment would otherwise occur. The Board of Trustees may provide in writing for additional forms or dates of payments at its discretion.
	(b)	With respect to Plan Credits made prior to January 1, 2005 (“Old Credits”), any such request shall be irrevocable and must be made in writing and must be received at the address the Board of Trustees shall specify, at least one-hundred and eighty (180) days prior to the date payment(s) would otherwise begin. In the event that the Trustee or Member terminates from his or her position on the Board or ceases to be a Member due to a restructuring of the respective Board or Committee or for reasons outside of his or her control (other than retirement at normal retirement age) the one-hundred and eighty (180) day period referred to in the preceding sentence shall be reduced to ninety (90) days.
	(c)	With respect to Plan Credits made on or after January 1, 2005 (“New Credits”), any such request must be made no later than December 31 of the year prior to the year for which the Agreement deferring the applicable payment is to be effective. Notwithstanding the foregoing, the Board of Trustees may, at its sole discretion, allow any participant to revise his or her request prior to January 1, 2009 (or such later date as the transition rules under Code Section 409A permit) with respect to any New Credits; provided, that no such revision may affect any amounts otherwise payable in the same year as the revision is made and no such revision provides for payments to be made in the same year as the revision is made. After December 31, 2008 (or such later date as the transition rules under Code Section 409A permit), participants may amend their deferral elections at any time provided that such amendment (1) is in writing, (2) will not become effective for twelve (12) months from the date the amendment is received at the address as the Board of Trustees shall specify, (3) is made not less than twelve (12) months prior to the date the first payment is scheduled to be made, and (4) defers the payment of benefits for at least five (5) years from the date such payments would otherwise have begun.
	(d)	Different payment options may be selected for Old Credits and New Credits, in compliance with this Section 4.
5.	Vesting. All Plan Credits are fully vested when made.
6.	Hardship Distributions. A participant may receive an amount from his or her bookkeeping account required on account of an unforeseeable emergency as determined by the Board of Trustees in its sole discretion consistent with Treas. Reg. § 1.409A-3(a)(3)). An unforeseeable emergency is a severe financial hardship to the participant resulting from (a) a sudden and unexpected illness or accident of the participant or of a dependent (as defined in Code Section 152(a), consistent with Treas. Reg. § 1.409A-3(i)(3)) of the participant or, with respect to Plan Credits made after December 31, 2004, of a spouse or beneficiary of the participant, (b) loss of the participant's property due to casualty, or (c) other similar or extraordinary and

unforeseeable circumstances arising as a result of events beyond the control of the participant. The circumstances that will constitute an unforeseeable emergency will depend upon the facts of each case, but, in any case, payment may not be made to the extent that such hardship is or may be relieved:

(1)	Through reimbursement or compensation by insurance or otherwise;
(2)	By liquidation of the participant's assets, to the extent the liquidation of such assets would not itself cause severe hardship; or
(3)	By cessation of deferrals under this Plan.

	Withdrawals of amounts because of an unforeseeable emergency may not exceed a participant's bookkeeping account under this Plan and shall only be permitted to the extent reasonably necessary to satisfy the emergency need.
7.	Death Benefits. In the event a participant dies prior to receiving any or all of the benefits described in Article 4, the full current value of the unpaid Credits under this Plan is payable to the beneficiary or beneficiaries named by the participant to receive a death benefit under this Plan as of the later of as soon as practicable following the participant’s death and January 1, 2009. Each participant may file, on a form acceptable to the Board of Trustees, a written election designating his or her primary or secondary beneficiary or beneficiaries. In order to be effective, any such designation must be received by a duly authorized representative of TIAA, CREF, TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life Funds prior to the participant's death. If a participant dies and there is no effective beneficiary designation or the beneficiary dies before payment is made, the payment shall be made to the participant's estate.
8.	Nontransferability. To the extent permitted by law, the right of any participant or any beneficiary in any benefit or to any payment hereunder shall not be subject in any manner to attachment or other legal process for the debts of such participant or beneficiary; and any such benefit or payment shall not be subject to anticipation, alienation, sale, transfer, assignment, or encumbrance.
9.	Administration. This Plan shall be administered by the Executive Vice President, Human Resources, of TIAA, in accordance with the terms hereof and he or she shall adopt, and may amend from time to time, such administrative rules, guidelines and practices to govern the Plan as he or she shall, from time to time, deem advisable to interpret the terms and provisions of the Plan and to otherwise administer the Plan. The Executive Vice President, Human Resources, shall make determinations on behalf of the Board of Trustees pursuant to Sections 3, 4, 6 and 7.
10.	Amendment. While it is expected that this Plan will continue indefinitely, the Board of Trustees reserves the right to modify or discontinue the Plan at any time and for any reason. Any discontinuance or modification of the Plan cannot affect the benefits accrued by participants prior to the date of discontinuance or modification. The Executive Vice President, Human Resources, of TIAA is delegated the duty to amend the Plan as necessary and appropriate to comply with the Internal Revenue Code, Employee Retirement Income Security Act and any other applicable law or regulation (to the extent any other such law or regulation is not inconsistent with federal law). The Executive Vice President, Human Resources, of TIAA is further

	delegated the authority to amend Appendices A and B as he or she may deem necessary to conform to existing administrative practices.
11.	Participant Status. Neither this Plan nor any action taken hereunder shall be construed as giving any participant any equitable or legal right against TIAA, CREF, TIAA-CREF Institutional Mutual Funds or TIAA-CREF Life Funds except as provided herein, or any right to be retained as a Trustee or Member.
12.	Governing Law. To the extent not superseded by Federal Law, the laws of the State of New York shall be controlling in all matters related to this Plan.
13.	Compliance. This Plan is intended to fully comply with all federal, state and local laws, including Code Section 409A and the regulations thereunder. Any ambiguity or inconsistency in this Plan should be interpreted in a manner consistent with Code Section 409A (and the regulations thereunder) and such other laws as applicable (to the extent any other such law is not inconsistent with federal law).

TIAA and CREF Non-Employee Trustee and Member
Deferred Compensation Plan

Appendix A
TIAA and CREF Options and Mutual Fund Share Accounts

Investment Group	Investment Funds
Guaranteed	TIAA Traditional
Money Market	CREF Money Market
Fixed Income	CREF Bond Market
Real Estate	TIAA Real Estate
	TIAA-CREF Real Estate Securities
Equities	CREF Stock
	CREF Global Equities
	CREF Growth
	CREF Equity Index
	TIAA-CREF Growth & Income
	TIAA-CREF Social Choice Equity
	TIAA-CREF International Equity
	TIAA-CREF Large-Cap Value
	TIAA-CREF Mid-cap Growth
	TIAA-CREF Mid-cap Value
	TIAA-CREF S&P 500 Index
	TIAA-CREF Small-cap Equity
Life Cycle	TIAA-CREF Lifecycle Fund 2010
	TIAA-CREF Lifecycle Fund 2015
	TIAA-CREF Lifecycle Fund 2020
	TIAA-CREF Lifecycle Fund 2025
	TIAA-CREF Lifecycle Fund 2030
	TIAA-CREF Lifecycle Fund 2035
	TIAA-CREF Lifecycle Fund 2040

Appendix B
TRANSFER RESTRICTIONS

Transfers are permitted to or from the TIAA Real Estate Account, the CREF accounts, the TIAA Traditional Annuity and the mutual fund share accounts at any time; provided, however, that no transfers may be made from TIAA Traditional to the CREF accounts, TIAA Real Estate Account or mutual fund share accounts on or after the date on which benefits begin to be paid under this Plan.

The foregoing notwithstanding, as of August 1, 1999, no amounts shall be allocated or transferred to the notional CREF Inflation Linked Bond Account. Instead, the value of any amounts allocated or transferred to that Account shall be allocated and transferred to the notional CREF Money Market Account, or to such other notional account as requested by an affected participant, subject to the right of the Board of Trustees to allocate amounts despite such request.

EX-99.(I)

Exhibit 99.(i)

Teachers Insurance and Annuity Association of America		George W. Madison
College Retirement Equities Fund		Executive Vice President and
730 Third Avenue, New York, New York 10017-3206		General Counsel
212 490-9000	1(800) 842-2733	(212) 916-4750
		(212) 916-5760 Fax
		gmadison@tiaa-cref.org

January 28, 2008

The Board of Trustees
TIAA-CREF Institutional Mutual Funds
730 Third Avenue
New York, New York 10017-3206

Ladies and Gentlemen:

          This opinion is furnished in connection with the filing by the TIAA-CREF Institutional Mutual Funds (the “Trust”) of Post-Effective Amendment No. 27 to the Registration Statement (File Nos. 333-76651 and 811-09301) on Form N-1A covering an indefinite amount of securities in the form of shares in each series of the Trust (the “Shares”).

          I have examined the Certificate of Trust, Declaration of Trust and other corporate records of the Trust, a good standing certificate dated as of January 22, 2008, 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 a good standing certificate.

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

          1.   The Trust 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 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/ George W. Madison
George W. Madison
Executive Vice President
and General Counsel

EX-99.(J)(1)

Exhibit 99.(j)(1)

CONSENT OF DECHERT LLP

January 25, 2008

TIAA-CREF Institutional Mutual Funds
730 Third Avenue
New York, NY 10017-3206

Re:	TIAA-CREF Institutional Mutual Funds (“Trust”)
	(File Nos. 333-76651 and 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. 27 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

EX-99.(J)(2)

Exhibit 99.(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 our report dated November 29, 2007, relating to the financial statements and financial highlights which appears in the September 30, 2007 Annual Report to Shareholders of Growth Equity Fund, Growth & Income Fund, International 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, Mid-Cap Growth Index Fund, Mid-Cap Value Index Fund, Mid-Cap Blend Index Fund, Small-Cap Growth Index Fund, Small-Cap Value Index Fund, Small-Cap Blend Index Fund, International Equity Index Fund, Social Choice Equity Fund, Real Estate Securities Fund, Managed Allocation Fund II, Bond Fund, Bond Plus Fund II, Short-Term Bond Fund II, High-Yield Fund II, Tax-Exempt Bond Fund II, Inflation-Linked Bond Fund and Money Market Fund, constituting the TIAA-CREF Institutional Mutual Funds, which is also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings “Financial Highlights”, “Experts”, and “Independent Registered Public Accounting Firm” in such Registration Statement.

PricewaterhouseCoopers LLP
New York, NY
January 25, 2008

EX-99.(J)(3)

Exhibit 99.(j)(3)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated November 29, 2007, relating to the financial statements and financial highlights which appears in the September 30, 2007 Annual Report to Shareholders of Lifecycle 2010 Fund, Lifecycle 2015 Fund, Lifecycle 2020 Fund, Lifecycle 2025 Fund, Lifecycle 2030 Fund, Lifecycle 2035 Fund, and Lifecycle 2040 Fund, constituting the Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds, which is also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings “Financial Highlights”, “Experts”, and “Independent Registered Public Accounting Firm” in such Registration Statement.

PricewaterhouseCoopers LLP
New York, NY
January 25, 2008

EX-99.(M)(11)

Exhibit 99.(m)(11)

FIFTH AMENDMENT TO THE AGREEMENT TO SUSPEND DISTRIBUTION PLANS
FOR TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

          AMENDMENT, dated February 1, 2008, to the Agreement to Suspend Distribution Plans, dated February 1, 2006 (the “Agreement”), as subsequently amended, by and between TIAA-CREF Institutional Mutual Funds (the “Trust”) and Teachers Personal Investors Services, Inc. (“TPIS”).

          WHEREAS, the Trust and TPIS wish to extend the term of the Agreement through January 2009;

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

1.

Section 1 of the Agreement shall be replaced in its entirety with the following:

Term of Agreement. This Agreement shall commence as of February 1, 2006, and, with respect to the Lifecycle Retail Class Plan and the Lifecycle Retirement Class Plan, shall continue in force until the close of business on April 30, 2009 for the Lifecycle 2045, 2050 and Retirement Income Funds, and until the close of business on January 31, 2009 for the other Lifecycle Funds. With respect to the Trust’s general Retail Class Plan, the Agreement shall continue in force until the close of business on January 31, 2009. The Agreement may be terminated earlier than the dates specified above upon written agreement by the parties hereto.

          IN WITNESS WHEREOF, the Trust and TPIS 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 INSTITUTIONAL
MUTUAL FUNDS           

By:

Title:

TEACHERS PERSONAL INVESTORS SERVICES, INC.

By:

Title: