485APOS 1 c55683_485apos.htm

As filed with the Securities and Exchange Commission on November 21, 2008
File Nos. 333-76651, 811-09301

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	x
Pre-Effective Amendment No.	o
Post-Effective Amendment No. 28	x
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	x
Amendment No. 31	x
(Check appropriate box or boxes)

TIAA-CREF Funds
(Exact Name of Registrant as Specified in Charter)
(Formerly, the TIAA-CREF Institutional Mutual Funds)

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 Funds
730 Third Avenue
New York, New York 10017-3206
(Name and Address of Agent for Service)

Copy to:
Jeffrey S. Puretz, Esq.
Dechert LLP
1775 I Street, N.W.
Washington, D.C. 20006-2401

Approximate Date of Proposed Public Offering:
As soon as practicable after effectiveness of the Registration Statement.

It is proposed that this filing will become effective (check appropriate box):


o	Immediately upon filing pursuant to paragraph (b)
o	On ____________ pursuant to paragraph (b)
x	60 days after filing pursuant to paragraph (a)(1)
o	75 days after filing pursuant to paragraph (a)(2)
o	On (date) pursuant to paragraph (a)(1)
o	On (date) pursuant to paragraph 9(a)(2) of rule 485

If appropriate, check the following box:

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

PROSPECTUS

FEBRUARY 1, 2009

TIAA-CREF FUNDS
(Formerly, the 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

§	Bond Fund

§	Bond Plus Fund

§	Short-Term Bond Fund

§	High-Yield Fund

§	Tax-Exempt Bond Fund

§	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 Funds (the “Trust”). The Trust also offers Retirement and Retail Class Shares through separate prospectuses dated February 1, 2009.

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, although certain investments in the Money Market Fund are guaranteed by the U.S. Department of Treasury’s Temporary Guarantee Program for Money Market Funds (the “Program”). The Program imposes a number of restrictions and conditions and does not protect shares in the Fund acquired after a certain date (see below). 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.

(LOGO TIAA CREF)

TABLE OF CONTENTS



Note to Investors		1
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		4
Active Equity Funds		6
Growth Equity Fund		6
Growth & Income Fund		7
International Equity Fund		7
Large-Cap Growth Fund		8
Large-Cap Value Fund		9
Mid-Cap Growth Fund		9
Mid-Cap Value Fund		10
Small-Cap Equity Fund		10
Index Funds		11
Large-Cap Growth Index Fund		12
Large-Cap Value Index Fund		12
Equity Index Fund		12
S&P 500 Index Fund		12
Mid-Cap Growth Index Fund		12
Mid-Cap Value Index Fund		12
Mid-Cap Blend Index Fund		12
Small-Cap Growth Index Fund		13
Small-Cap Value Index Fund		13
Small-Cap Blend Index Fund		13
International Equity Index Fund		13
Enhanced Index Funds		14
Enhanced International Equity Index Fund		14
Enhanced Large-Cap Growth Index Fund		15
Enhanced Large-Cap Value Index Fund		16
Specialty Equity Fund		17
Social Choice Equity Fund		17
Real Estate Securities Fund		18
Balanced Fund		19
Managed Allocation Fund		19
Fixed-Income Funds		21
Principal Risks of Investing in the Fixed-Income Funds		21
Bond Fund		22
Bond Plus Fund		23
Short-Term Bond Fund		24
High-Yield Fund		24
Tax-Exempt Bond Fund		25
Inflation-Linked Bond Fund		26
Money Market Fund		27
Past Performance		29
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		50
The Equity Funds		50
The Real Estate Securities Fund		50
The Fixed-Income Funds		50
The Money Market Fund		51
Portfolio Holdings		51
Portfolio Turnover		51

Share Classes		51

Management of the Funds		52
The Funds’ Investment Adviser		52
Portfolio Management Teams		54
Other Services		62

Distribution Arrangements		62

Calculating Share Price		62

Dividends and Distributions		63

Taxes		64

Your Account: Purchasing, Redeeming or Exchanging Shares		66
How to Purchase Shares		67
How to Redeem Shares		69
How to Exchange Shares		70
Conversion of Shares		70
Other Investor Information		71
Market Timing/Excessive Trading Policy		73
Redemption or Exchange Fee		74
Electronic Prospectuses		74

Glossary		75

Financial Highlights		76

Note to Investors:

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

The Board of Trustees of TIAA-CREF Funds (the “Trust”) has approved an Agreement and Plan of Reorganization and Termination (“Plan”) on behalf of each of the Funds listed above (each, a “Target Fund”). Under the Plan, each Target Fund would transfer all of its assets and liabilities to another series of the Trust (each, an “Acquiring Fund”) in exchange for Acquiring Fund shares, as shown in the table below.


	TARGET FUNDS		ACQUIRING FUNDS
	TIAA-CREF Mid-Cap Growth Index Fund
	TIAA-CREF Mid-Cap Value Index Fund		TIAA-CREF Equity Index Fund
	TIAA-CREF Mid-Cap Blend Index Fund
	TIAA-CREF Small-Cap Growth Index Fund		TIAA-CREF Small-Cap Blend Index Fund
	TIAA-CREF Small-Cap Value Index Fund		TIAA-CREF Small-Cap Blend Index Fund

When the reorganizations are effected, each Target Fund shareholder will receive shares of the corresponding Acquiring Fund equal in value to their shares in the Target Fund on the date of the transfer. Each Target Fund will subsequently cease operations and be terminated. It is currently expected that the reorganizations will occur in mid-2009.

Shortly before the effective date of the reorganizations, the Target Funds’ investment adviser, Teachers Advisors, Inc., will reposition the Target Funds’ portfolio holdings to the extent necessary to facilitate an orderly transition of assets to the Acquiring Funds in the reorganizations. During this transition period, the Target Funds may not be pursuing their stated investment objectives, policies or strategies and they may be subject to different investment risks. Furthermore, such sales and purchases may be made at a disadvantageous time, could result in increased transactional costs and may result in taxable gains or losses for the Target and/or Acquiring Funds.

Please note that that the Target Funds are already closed for sales to most new investors. (See Prospectus Supplement #1 dated May 23, 2008 for more details on their closings.) In addition, all sales of shares of the Target Funds (including the reinvestment of dividends and automatic investments) are expected to be suspended shortly before the consummation of the reorganization to facilitate the transfer of the Target Funds’ assets to the Acquiring Funds.

Additional information about the reorganizations will be provided in a more detailed mailing that will be sent to each Target Fund shareholder well in advance of the date of the reorganizations.

TIAA-CREF Growth Equity Fund

The Board of Trustees of the Trust has adopted a Plan of Liquidation (“Plan”) for the Growth Equity Fund (“Fund”) under which the Fund will be liquidated and its net assets distributed to shareholders in mid-April, 2009. Under the Plan:


	•	Normal Business Operations Continue From Now Through April 14, 2009. The Fund will continue normal business operations and remain fully invested as described in the prospectus until the end of business on or about April 14, 2009.

	•	Fund Liquidation Begins April 15, 2009. The Fund will cease normal business operations on or about April 15, 2009 and thereafter limit its activities to the winding down of its business affairs and the liquidation and distribution of its net assets to shareholders.

	•	Shareholders Receive Liquidating Distribution April 17, 2009. The net assets of the Fund will be distributed to shareholders of record on or about April 16, 2009 (“Record Date”) in a single planned liquidating distribution on or about April 17, 2009 (“Liquidation Date”). The Fund intends to redeem on the Liquidation Date all shares that were outstanding on the Record Date based on Record Date share prices, as described in the prospectus under “CALCULATING SHARE PRICE.” Redemption proceeds may include cash and/or portfolio securities depending on the dollar amount or size of a



		shareholder’s investment, as described in the prospectus under “HOW TO REDEEM SHARES – In-Kind Redemption of Shares.” Shareholders may redeem any portion or all of their Fund shares at any time prior to the Liquidation Date.

	•	Fund Terminated and All Shares Cancelled After Liquidation Date. The Fund will be terminated and its outstanding shares cancelled after the Liquidation Date.

Additional information about the liquidation and termination of the Fund will be provided in a more detailed mailing that will be sent to each Fund shareholder well in advance of the Liquidation Date. You may contact us at any time to discuss alternative investment options within the TIAA-CREF fund lineup.

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

	•	Bond Fund

	•	Bond Plus Fund

	•	High-Yield Fund

	•	Inflation-Linked Bond Fund

	•	Short-Term Bond Fund

	•	Tax-Exempt 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. Except for the Tax-Exempt Bond Fund (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, shareholders will receive at least 60 days’ prior notice before changes are made to the 80% policy. For the Tax-Exempt Bond Fund, 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.

4 Prospectus § TIAA-CREF Funds § Institutional Class

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 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:

•	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.

TIAA-CREF Funds § Institutional Class § Prospectus 5


	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, 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 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.

6 Prospectus § TIAA-CREF Funds § Institutional Class

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.

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.

TIAA-CREF Funds § Institutional Class § Prospectus 7

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 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 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.

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

8 Prospectus § TIAA-CREF Funds § Institutional Class

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 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 Funds § Institutional Class § Prospectus 9

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.

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.

10 Prospectus § TIAA-CREF Funds § Institutional Class

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.

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.”


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 Funds § Institutional Class § Prospectus 11

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

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

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.

12 Prospectus § TIAA-CREF Funds § Institutional Class

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. 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 less developed 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.

TIAA-CREF Funds § Institutional Class § Prospectus 13

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.

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;

	•	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

14 Prospectus § TIAA-CREF Funds § Institutional Class

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 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 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.

TIAA-CREF Funds § Institutional Class § Prospectus 15

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.

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.

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.

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.

16 Prospectus § TIAA-CREF 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.

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 its benchmark, the Russell 3000® Index, while investing only in companies whose activities are consistent with the Fund’s social criteria. See “More About Benchmarks and Other Indices” below for more information about the Fund’s benchmark.

Current Social Criteria: The social criteria the Fund takes into consideration, and any universe of investments that the Fund utilizes, are non-fundamental investment policies. They can be changed without the approval of the Fund’s shareholders.

The Fund primarily invests in companies that are screened by KLD Research and Analytics, Inc. (“KLD”)¹ to favor companies that meet or exceed certain environmental, social and governance (“ESG”) criteria. The Fund does this by investing in companies included in the KLD Broad Market Social Index^SM (the “KLD BMS Index”), which is a subset of the 3,000 largest publicly-traded U.S. companies that meet or exceed the screening criteria described below.

Prior to being eligible for inclusion in the KLD BMS Index, companies are subject to a comprehensive ESG performance evaluation conducted by KLD, consisting of numerous factors. The ESG evaluation process favors companies that are:


	•	Strong stewards of the environment;

	•	Devoted to serving local communities and society generally;

	•	Committed to higher labor standards for their own employees and those in the supply chain;

	•	Dedicated to producing high-quality and safe products; and

	•	Managed in an exemplary and ethical manner.

¹ The 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, completeness or otherwise. KLD’s publication of its 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 its 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 request to its indices or any data or any security (or combination thereof) included therein.

TIAA-CREF Funds § Institutional Class § Prospectus 17

Examples of environmental assessment categories are management systems, types of products and services produced, natural resource use, effect on climate change, and waste and emissions. Social evaluation categories include the treatment of employees and suppliers and dealings with the community and society at large. Governance assessment categories include governance structure, business ethics, transparency and reporting, and response to shareholder resolutions.

KLD then ranks companies by industry sector peer group according to the ESG performance ratings. All companies must meet or exceed minimum ESG performance standards to be included in the KLD BMS Index. For each industry sector, key ESG performance factors are identified and given more weight in the process. Concerns in one area do not automatically eliminate a company from potential inclusion in the KLD BMS Index or the Fund. When ESG concerns exist, the process gives careful consideration to how companies address the risks and opportunities they face in the context of their sector or industry and relative to their peers.

The social and environmental impact of corporate activities related to the production and sale of alcohol, tobacco, military weapons, firearms, nuclear power and gambling products and services are quantified and incorporated into a company’s overall ESG performance assessment. While not automatically excluded from the KLD BMS Index or the Fund, most companies involved in these industries are ineligible for inclusion in the Index due to their poor overall ESG performance relative to their industry sector peers.

The Corporate Governance and Social Responsibility Committee of the Trust’s Board of Trustees provides guidance in deciding whether investments meet the social criteria. The Fund will do its best ensure that its investments meet the social criteria, but Advisors cannot guarantee that every Fund holding will always do so. Even if an investment is not excluded by KLD’s criteria, Advisors has the option of excluding the investment if it decides the investment is inappropriate. Consistent with its responsibilities, the Corporate Governance and Social Responsibility Committee will continue to evaluate the implications of any future modifications KLD makes to its ESG evaluation process.

The Fund is not restricted from investing in any securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The Fund may also invest in securities issued by other countries or their agencies or instrumentalities as approved by the Corporate Governance and Social Responsibility Committee. The Fund may invest up to 15% of its assets in foreign investments. The Fund may also buy futures contracts and other derivative instruments for hedging and for cash management purposes.

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 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 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 will invest primarily in equity securities of such companies. 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. From time to time, the Fund may also invest in debt securities of companies principally engaged in or related to 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.

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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. 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.

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.

Managed Allocation Fund

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 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.

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	•	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.

	•	Mid-Cap Growth Fund, which invests primarily in mid-cap equity securities that Advisors believes present the opportunity for growth.

	•	Mid-Cap Value Fund, which invests primarily in mid-cap equity securities that Advisors believes are undervalued by the market based on an evaluation of their potential worth.

	•	Enhanced International Equity Index Fund, which seeks to enhance the return of the Fund relative to the MSCI EAFE ® Index by investing in equity securities of foreign issuers within this index, but not necessarily at index weightings.

	•	Enhanced Large-Cap Growth Index Fund, which seeks to enhance the return of the Fund relative to the Russell 1000® Growth Index by investing in large-cap equity securities of issuers within this index, but not necessarily at index weightings.

	•	Enhanced Large-Cap Value Index Fund, which seeks to enhance the return of the Fund relative to the Russell 1000® Value Index by investing in large-cap equity securities of issuers within this index, but not necessarily at index weightings.

For the real estate securities component of its asset allocation strategy, the Managed Allocation Fund 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, 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, 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, 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’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 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 of three benchmark indices representing three types of market sectors within the equity and fixed-income underlying fund asset classes, i.e., domestic equity, international equity and fixed income. The composite index is created by applying the results of the benchmark for each of these three market sectors in proportion to the Fund’s target allocations among the three market sectors. For more information about the different indices that comprise the Fund’s composite benchmark index, please see “More About Benchmarks and Other Indices” below.

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. The Fund will have less than 5% of assets in the High-Yield Fund.

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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.

As part of the Fund’s ability to invest in unaffiliated mutual funds and other investment products or pools noted above, the Board has authorized the Fund to invest in exchange-traded funds (“ETFs”) and exchange-traded notes (“ETNs”). The Fund may use investments in ETFs and ETNs to gain exposure to various market sectors or securities in order to effect its asset allocation strategy. Additionally, the Fund may use ETFs and ETNs for cash management, hedging or defensive purposes. ETFs and ETNs will be subject to the risks associated with the types of securities or sectors that they track, while ETNs, which are structured as fixed-income obligations, will also be subject to the general risks of fixed-income securities, including credit risk

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 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 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 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 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 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, Short-Term Bond Fund, High-Yield Fund, Tax-Exempt Bond Fund 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

TIAA-CREF Funds § Institutional Class § Prospectus 21


		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 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.

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 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, 2008, the duration of the Lehman Brothers U.S. Aggregate Index was ____ 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.

22 Prospectus § TIAA-CREF Funds § Institutional Class

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 volatility 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

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, 2008, the duration of the index was ____ 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.

TIAA-CREF Funds § Institutional Class § Prospectus 23

Principal Investment Risks: The Fund is subject to interest rate risk and repayment/extension risk as well as company risk, income volatility 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, 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

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 U.S. Government/Credit (1-5 year) 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, 2008, the duration of the index was _____ 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 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

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

24 Prospectus § TIAA-CREF Funds § Institutional Class

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.

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

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 federal income tax purposes but not necessarily

TIAA-CREF Funds § Institutional Class § Prospectus 25

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.

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.

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.

26 Prospectus § TIAA-CREF Funds § Institutional Class

(“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.

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, 2008, the duration of the Lehman Brothers U.S. Treasury Inflation-Protected Securities Index was ____ 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;

	(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

TIAA-CREF Funds § Institutional Class § Prospectus 27


		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.

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.

[Disclosure on participation in temporary money market fund guarantee program to be inserted if the U.S. Treasury continues the program]

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

28 Prospectus § TIAA-CREF Funds § Institutional Class

PAST PERFORMANCE

The following 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. For the Managed Allocation Fund, returns are also compared to a composite benchmark index based on three indices that represent the market sectors in which the Fund invests. 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, 2008, 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.

TIAA-CREF Funds § Institutional Class § Prospectus 29

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS (%) [TO BE UPDATED]

Growth Equity Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Growth & Income Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

International Equity Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Large-Cap Growth Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

30 Prospectus § TIAA-CREF Funds § Institutional Class


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

Large-Cap Value Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Mid-Cap Growth Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Mid-Cap Value Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Small-Cap Equity Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

TIAA-CREF Funds § Institutional Class § Prospectus 31


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

Large-Cap Growth Index Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________..

Large-Cap Value Index Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Equity Index Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

S&P 500 Index Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

32 Prospectus § TIAA-CREF Funds § Institutional Class


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

Mid-Cap Growth Index Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Mid-Cap Value Index Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Mid-Cap Blend Index Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Small-Cap Growth Index Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

TIAA-CREF Funds § Institutional Class § Prospectus 33


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

Small-Cap Value Index Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Small-Cap Blend Index Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

International Equity Index Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Social Choice Equity Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

34 Prospectus § TIAA-CREF Funds § Institutional Class


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

Real Estate Securities Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Managed Allocation Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Bond Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Bond Plus Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

TIAA-CREF Funds § Institutional Class § Prospectus 35


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

Short-Term Bond Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

High-Yield Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Tax-Exempt Bond Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

36 Prospectus § TIAA-CREF Funds § Institutional Class


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

Inflation-Linked Bond Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Money Market Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

TIAA-CREF Funds § Institutional Class § Prospectus 37

AVERAGE ANNUAL TOTAL RETURNS FOR INSTITUTIONAL CLASS SHARES

(Before and After Taxes)


	One Year (January 1, 2008 to December 31, 2008)	Five Years (January 1, 2004 to December 31, 2008)	Since Inception to December 31, 2008

Growth Equity Fund
Inception Date: July 1, 1999
Return Before Taxes	%	%	%
Return After Taxes on Distributions	%	%	%
Return After Taxes on Distributions and Sale of Fund Shares	%	%	%
Russell 1000^® Growth Index	%	%	%

Growth & Income Fund
Inception Date: July 1, 1999
Return Before Taxes	%	%	%
Return After Taxes on Distributions	%	%	%
Return After Taxes on Distributions and Sale of Fund Shares	%	%	%
S&P 500^® Index	%	%	%

International Equity Fund
Inception Date: July 1, 1999
Return Before Taxes	%	%	%
Return After Taxes on Distributions	%	%	%
Return After Taxes on Distributions and Sale of Fund Shares	%	%	%
MSCI EAFE^® Index	%	%	%

Large-Cap Growth Fund
Inception Date: March 31, 2006
Return Before Taxes	%	—	%
Return After Taxes on Distributions	%	—	%
Return After Taxes on Distributions and Sale of Fund Shares	%	—	%
Russell 1000^® Growth Index	%	—	%

Large-Cap Value Fund
Inception Date: October 1, 2002
Return Before Taxes	%	%	%
Return After Taxes on Distributions	%	%	%
Return After Taxes on Distributions and Sale of Fund Shares	%	%	%
Russell 1000^® Value Index	%	%	%

38 Prospectus § TIAA-CREF Funds § Institutional Class



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


	One Year (January 1, 2008 to December 31, 2008)	Five Years (January 1, 2004 to December 31, 2008)	Since Inception to December 31, 2008

Mid-Cap Growth Fund
Inception Date: October 1, 2002
Return Before Taxes	%	%	%
Return After Taxes on Distributions	%	%	%
Return After Taxes on Distributions and Sale of Fund Shares	%	%	%
Russell Midcap^® Growth Index	%	%	%

Mid-Cap Value Fund
Inception Date: October 1, 2002
Return Before Taxes	%	%	%
Return After Taxes on Distributions	%	%	%
Return After Taxes on Distributions and Sale of Fund Shares	%	%	%
Russell Midcap^® Value Index	%	%	%

Small-Cap Equity Fund
Inception Date: October 1, 2002
Return Before Taxes	%	%	%
Return After Taxes on Distributions	%	%	%
Return After Taxes on Distributions and Sale of Fund Shares	%	%	%
Russell 2000^® Index	%	%	%

Large-Cap Growth Index Fund
Inception Date: October 1, 2002
Return Before Taxes	%	%	%
Return After Taxes on Distributions	%	%	%
Return After Taxes on Distributions and Sale of Fund Shares	%	%	%
Russell 1000^® Growth Index	%	%	%

Large-Cap Value Index Fund
Inception Date: October 1, 2002
Return Before Taxes	%	%	%
Return After Taxes on Distributions	%	%	%
Return After Taxes on Distributions and Sale of Fund Shares	%	%	%
Russell 1000^® Value Index	%	%	%

Equity Index Fund
Inception Date: July 1, 1999
Return Before Taxes	%	%	%
Return After Taxes on Distributions	%	%	%
Return After Taxes on Distributions and Sale of Fund Shares	%	%	%
Russell 3000^® Index	%	%	%

TIAA-CREF Funds § Institutional Class § Prospectus 39



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


	One Year (January 1, 2008 to December 31, 2008)	Five Years (January 1, 2004 to December 31, 2008)	Since Inception to December 31, 2008

S&P 500^® Index Fund
Inception Date: October 1, 2002
Return Before Taxes	%	%	%
Return After Taxes on Distributions	%	%	%
Return After Taxes on Distributions and Sale of Fund Shares	%	%	%
S&P 500^® Index	%	%	%

Mid-Cap Growth Index Fund
Inception Date: October 1, 2002
Return Before Taxes	%	%	%
Return After Taxes on Distributions	%	%	%
Return After Taxes on Distributions and Sale of Fund Shares	%	%	%
Russell Midcap^® Growth Index	%	%	%

Mid-Cap Value Index Fund
Inception Date: October 1, 2002
Return Before Taxes	%	%	%
Return After Taxes on Distributions	%	%	%
Return After Taxes on Distributions and Sale of Fund Shares	%	%	%
Russell Midcap^® Value Index	%	%	%

Mid-Cap Blend Index Fund
Inception Date: October 1, 2002
Return Before Taxes	%	%	%
Return After Taxes on Distributions	%	%	%
Return After Taxes on Distributions and Sale of Fund Shares	%	%	%
Russell Midcap^® Index	%	%	%

Small-Cap Growth Index Fund
Inception Date: October 1, 2002
Return Before Taxes	%	%	%
Return After Taxes on Distributions	%	%	%
Return After Taxes on Distributions and Sale of Fund Shares	%	%	%
Russell 2000^® Growth Index	%	%	%

Small-Cap Value Index Fund
Inception Date: October 1, 2002
Return Before Taxes	%	%	%
Return After Taxes on Distributions	%	%	%
Return After Taxes on Distributions and Sale of Fund Shares	%	%	%
Russell 2000^® Value Index	%	%	%

40 Prospectus § TIAA-CREF Funds § Institutional Class



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


	One Year (January 1, 2008 to December 31, 2008)		Five Years (January 1, 2004 to December 31, 2008)		Since Inception to December 31, 2008

Small-Cap Blend Index Fund
Inception Date: October 1, 2002
Return Before Taxes	%		%		%
Return After Taxes on Distributions	%		%		%
Return After Taxes on Distributions and Sale of Fund Shares	%		%		%
Russell 2000^® Index	%		%		%

International Equity Index Fund
Inception Date: October 1, 2002
Return Before Taxes	%		%		%
Return After Taxes on Distributions	%		%		%
Return After Taxes on Distributions and Sale of Fund Shares	%		%		%
MSCI EAFE^® Index	%		%		%

Social Choice Equity Fund
Inception Date: July 1, 1999
Return Before Taxes	%	²	%	²	%
Return After Taxes on Distributions	%		%		%
Return After Taxes on Distributions and Sale of Fund Shares	%		%		%
Russell 3000^® Index	%		%		%

Real Estate Securities Fund
Inception Date: October 1, 2002
Return Before Taxes	%		%		%
Return After Taxes on Distributions	%		%		%
Return After Taxes on Distributions and Sale of Fund Shares	%		%		%
Dow Jones Wilshire Real Estate Securities Index³	%		%		%

Managed Allocation Fund
Inception Date: March 31, 2006
Return Before Taxes	%		—		%
Return After Taxes on Distributions	%		—		%
Return After Taxes on Distributions and Sale of Fund Shares	%		—		%
Russell 3000^® Index	%		—		%
Managed Allocation Fund Composite Index (48% Russell 3000^®, 40% Lehman Brothers U.S. Aggregate and 12% MSCI EAFE): ¹	%		—		%

TIAA-CREF Funds § Institutional Class § Prospectus 41


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


	One Year (January 1, 2008 to December 31, 2008)	Five Years (January 1, 2004 to December 31, 2008)	Since Inception to December 31, 2008

Bond Fund
Inception Date: July 1, 1999
Return Before Taxes	%	%	%
Return After Taxes on Distributions	%	%	%
Return After Taxes on Distributions and Sale of Fund Shares	%	%	%
Lehman Brothers U.S. Aggregate Index	%	%	%

Bond Plus Fund
Inception Date: March 31, 2006
Return Before Taxes	%	—	%
Return After Taxes on Distributions	%	—	%
Return After Taxes on Distributions and Sale of Fund Shares	%	—	%
Lehman Brothers U.S. Aggregate Index	%	—	%

Short-Term Bond Fund
Inception Date: March 31, 2006
Return Before Taxes	%	—	%
Return After Taxes on Distributions	%	—	%
Return After Taxes on Distributions and Sale of Fund Shares	%	—	%
Lehman Brothers Mutual Fund Short (1-5 year) U.S. Government/Credit Index	%	—	%

High-Yield Fund
Inception Date: March 31, 2006
Return Before Taxes	%	—	%
Return After Taxes on Distributions	%	—	%
Return After Taxes on Distributions and Sale of Fund Shares	%	—	%
Merrill Lynch BB/B Cash Pay Issuer Constrained Index	%	—	%

42 Prospectus § TIAA-CREF Funds § Institutional Class


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

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	One Year (January 1, 2008 to December 31, 2008)	Five Years (January 1, 2004 to December 31, 2008)	Since Inception to December 31, 2008

Tax-Exempt Bond Fund
Inception Date: March 31, 2006
Return Before Taxes	%	—	%
Return After Taxes on Distributions	%	—	%
Return After Taxes on Distributions and Sale of Fund Shares	%	—	%
Lehman Brothers 10-Year Municipal Bond Index	%	—	%

Inflation-Linked Bond Fund
Inception Date: October 1, 2002
Return Before Taxes	%	%	%
Return After Taxes on Distributions	%	%	%
Return After Taxes on Distributions and Sale of Fund Shares	%	%	%
Lehman Brothers U.S. Treasury Inflation-Protected Securities Index	%	%	%

Money Market Fund
Inception Date: July 1, 1999
Return Before Taxes	%	%	%
iMoneyNet Money Fund
Report Average^TM—All Taxable	%	%	%

</R>

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	[Note: footnote to be included to show returns under old MAF composite index]

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.

TIAA-CREF Funds § Institutional Class § Prospectus 43

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 Expenses²	Total Annual Fund Operating Expenses	Waivers and Expense Reimbursements³		Net Annual Fund Operating Expenses

Growth Equity Fund	%	%		%	%	%		%
Growth & Income Fund	%	%		%	%	%	⁴	%
International Equity Fund¹	%	%		%	%	%		%
Large-Cap Growth Fund	%	%		%	%	%	⁴	%
Large-Cap Value Fund	%	%		%	%	%		%
Mid-Cap Growth Fund	%	%		%	%	%		%
Mid-Cap Value Fund	%	%		%	%	%		%
Small-Cap Equity Fund¹	%	%		%	%	%		%
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 Fund¹	%	%		%	%	%		%
Small-Cap Value Index Fund¹	%	%		%	%	%		%
Small-Cap Blend Index Fund¹	%	%		%	%	%		%
International Equity Index Fund¹	%	%		%	%	%		%
Enhanced International Equity Index Fund¹	%	%	5	%	%	%		%
Enhanced Large-Cap Growth Index Fund	%	%	5	%	%	%		%
Enhanced Large-Cap Value Index Fund	%	%	5	%	%	%		%
Social Choice Equity Fund	%	%		%	%	%		%
Real Estate Securities Fund	%	%		%	%	%		%
Managed Allocation Fund	%	%		%	%	%		%	6
Bond Fund	%	%		%	%	%		%
Bond Plus Fund	%	%		%	%	%		%
Short-Term Bond Fund	%	%		%	%	%		%
High-Yield Fund¹	%	%		%	%	%		%
Tax-Exempt Bond Fund	%	%		%	%	%		%
Inflation-Linked Bond Fund	%	%		%	%	%		%
Money Market Fund	%	%		%	%	%		%

44 Prospectus § TIAA-CREF Funds § Institutional 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’ 2008 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; 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; 0.35% for Bond Fund, Bond Plus Fund, Tax-Exempt Bond Fund and Inflation-Linked Bond Fund; 0.40% for Enhanced Large-Cap Growth Index Fund, Enhanced Large-Cap Value Index Fund and High-Yield Fund; 0.52% for Growth & Income Fund, Large-Cap Growth Fund and Large-Cap Value 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. The Enhanced International Equity Index Fund is reimbursed for its ‘total Annual Fund Operating Expenses” that exceed an annual rate of 0.55% of average daily net assets. 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 [__________] 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.] [to be updated]

⁴	The contractual management fee rate shown in the chart above is an estimated (not actual) rate to reflect the fact that the Management Fee waiver applied only to the first four calendar months of 2008.

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 and has contracted to reimburse the Fund for all its direct expenses through January 31, 2009. However, shareholders in the Managed Allocation Fund will indirectly bear their pro rata share of the fees and expenses incurred by the underlying funds in which the Managed Allocation Fund invests. The Fund’s “Acquired Fund Fees and Expenses” in the table are based upon the Fund’s historical allocations as of September 30, 2008. [Because of changes to the underlying funds’ expense reimbursement arrangements that took 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.[ to be updated]

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 [__________] 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

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

TIAA-CREF Funds § Institutional Class § Prospectus 45

INSTITUTIONAL CLASS

1 Year

3 Years

5 Years

10 Years

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

Bond Fund

Bond Plus Fund

Short-Term Bond Fund

High-Yield Fund

Tax-Exempt Bond Fund

Inflation-Linked Bond Fund

Money Market Fund

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.

46 Prospectus § TIAA-CREF Funds § Institutional Class

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, 2008 the market capitalization of companies in the Russell 1000^® Growth Index ranged from $____ billion to $_____ billion, with a mean market capitalization of $____ billion and a median market capitalization of $____ 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, 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 ___% of the free float adjusted market representation of each industry is reached. MSCI country indices capture approximately ___% 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 ___% 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 ___% 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, 2008, the market capitalization of companies in the Russell 1000^® Value Index ranged from $____ billion to $_____ billion, with a mean market capitalization of $_____ billion and a median market capitalization of $_____ billion.

TIAA-CREF Funds § Institutional Class § Prospectus 47

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, 2008, the market capitalization of companies in the Russell Midcap^® Growth Index ranged from $_____ billion to $_____ billion, with a mean market capitalization of $_____ billion and a median market capitalization of $_____ 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, 2008, the market capitalization of companies in the Russell Midcap^® Value Index ranged from $_____ billion to $_____ billion, with a mean market capitalization of $_____ billion and a median market capitalization of $_____ 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, 2008, the market capitalization of companies in the Russell 2000^® Index ranged from $_____ million to $_____ billion, with a mean market capitalization of $_____ billion and a median market capitalization of $_____ 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, 2008, the market capitalization of companies in the Russell 3000^® Index ranged from $_____ million to $_____ billion, with a mean market capitalization of $_____ billion and a median market capitalization of $_____ 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, 2008, the market capitalization of companies in the Russell Midcap^® Index ranged from $_____ billion to $_____ billion, with a mean market capitalization of $_____ billion and a median market capitalization of $_____ 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, 2008 the market capitalization of companies in the Russell 2000^® Growth Index ranged from $_____ million to $_____ billion, with a mean market capitalization of $_____ billion and a median market capitalization of $_____ 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.

48 Prospectus § TIAA-CREF Funds § Institutional Class

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, 2008, the market capitalization of companies in the Russell 2000^® Value Index ranged from $_____ million to $_____ billion, with a mean market capitalization of $_____ billion and a median market capitalization of $_____ 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. 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 _______ 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 U.S. Government/Credit (1-5 year) Index

This is the benchmark for the Short-Term Bond Fund. The Lehman Brothers U.S. Government/Credit (1-5 year) 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. 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 Funds § Institutional Class § Prospectus 49

Lehman Brothers 10-Year Municipal Bond Index

This is the benchmark for the Tax-Exempt Bond Fund. 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 par value of at least $_____ million, and be issued as part of a transaction of at least $_____ million.

Composite Index for the Managed Allocation Fund

The Managed Allocation Fund’s benchmark index is a composite index that is made up of three unmanaged benchmark indices. Each of these unmanaged benchmark indices represents the three types of market sectors in which the Fund invests, i.e., domestic equity, international equity and fixed income. The domestic equity market sector is represented by the Russell 3000® Index, the international equity sector is represented by the MSCI EAFE® Index and the fixed-income sector is represented by the Lehman Brothers U.S. Aggregate Index. The composite index is created by applying the results of the benchmark for each of these three market sectors in proportion to the Fund’s target allocations among the three market sectors.

ADDITIONAL INVESTMENT STRATEGIES

The 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 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

50 Prospectus § TIAA-CREF Funds § Institutional Class

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 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. The Funds may have investors that are funds of funds, education savings plans or other asset allocation programs that are also managed by Advisors. These investors may engage in reallocations, rebalancings or other activity that may increase the Funds’ portfolio turnover rates and brokerage costs. Advisors may employ various portfolio management strategies to attempt to minimize any potential disruptive effects or costs of such activity.

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.

TIAA-CREF Funds § Institutional Class § Prospectus 51

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, 2008, Advisors and Investment Management together had approximately [$______] billion of registered investment company assets under management. Advisors is located at 730 Third Avenue, New York, NY 10017-3206.

TIAA-CREF entities sponsor an array of financial products for retirement and other investment goals. For some of these products, for example the investment accounts of CREF, TIAA or its subsidiaries perform services “at cost.” The 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 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		%

International Equity Fund*	$0.0—$1.0		%
Real Estate Securities Fund*	Over $1.0—$2.5		%
	Over $2.5—$4.0		%
	Over $4.0		%

For the fiscal year ended September 30, 2008, the effective annual fee rate was _____% and _____% for the International Equity Fund and Real Estate Securities Fund, respectively.

Growth & Income Fund*	$0.0—$1.0		%
Large-Cap Value Fund*	Over $1.0—$2.5		%
Large-Cap Growth Fund*	Over $2.5—$4.0		%
	Over $4.0		%

For the fiscal year ended September 30, 2008, the effective annual fee rate was _____%, _____% and _____% for the Growth & Income Fund, Large-Cap Value Fund and Large-Cap Growth Fund, respectively.

Mid-Cap Growth Fund*	$0.0—$0.5		%
Mid-Cap Value Fund*	Over $0.5—$0.75		%
Small-Cap Equity Fund*	Over $0.75—$1.00		%
	Over $1.0		%

For the fiscal year ended September 30, 2008, the effective annual fee rate was _____%, _____% and _____% 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.

52 Prospectus § TIAA-CREF Funds § Institutional Class


INVESTMENT MANAGEMENT FEES	(concluded)


Fund(s)	Assets Under Management (Billions)	Fee Rate (average daily net assets)

Large-Cap Growth Index Fund	All Assets		%
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		%

Enhanced Large-Cap Growth Index Fund	All Assets		%

Enhanced Large-Cap Value Index Fund	All Assets		%

Social Choice Equity Fund	All Assets		%

Bond Fund*	$0.0—$1.0		%
Inflation-Linked Bond Fund*	Over $1.0—$2.5		%
Bond Plus Fund*	Over $2.5—$4.0		%
Tax Exempt Bond Fund*	Over $4.0		%

For the fiscal year ended September 30, 2008, the effective annual fee rate was _____% for each of the Bond Fund, Inflation-Linked Bond Fund, Bond Plus Fund and Tax-Exempt Bond Fund.

Money Market Fund	All Assets		%

Managed Allocation Fund	All Assets		%

Short-Term Bond Fund*	$0.0—$1.0		%
	Over $1.0—$2.5		%
	Over $2.5—$4.0		%
	Over $4.0		%

For the fiscal year ended September 30, 2008, the effective annual fee rate was _____% for the Short-Term Bond Fund.

High-Yield Fund*	$0.0—$1.0		%
	Over $1.0—$2.5		%
	Over $2.5—$4.0		%
	Over $4.0		%

For the fiscal year ended September 30, 2008, the effective annual fee rate was _____% for the High-Yield 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.

A discussion regarding the basis for the Board of Trustees’ initial approval of each of the Enhanced Index Fund’s investment management agreement will be available in the Funds’ 2008 annual shareholder report for the period ended September 30, 2008. A discussion regarding the basis for the Board of Trustees’ most recent approval of each of the other Fund’s investment management agreement is available in the Funds’ annual shareholder report for the fiscal year ended September 30, 2008. 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.

TIAA-CREF Funds § Institutional Class § Prospectus 53

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
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


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, CFA Managing Director	Portfolio - Risk Management	Teachers Advisors, Inc., TIAA and its affiliates – April 1, 2008 to present (Head of Global Equity Investments); 1999 to 2008 (Head of Global Equity Portfolio Management)	1999	1979	2007

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

54 Prospectus § TIAA-CREF Funds § Institutional Class



			Total Experience (since dates specified below)
	Portfolio Role/ Coverage/ Expertise/Specialty
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


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 Funds § Institutional Class § Prospectus 55



			Total Experience (since dates specified below)
	Portfolio Role/ Coverage/ Expertise/Specialty
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	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

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

56 Prospectus § TIAA-CREF Funds § Institutional Class



			Total Experience (since dates specified below)
	Portfolio Role/ Coverage/ Expertise/Specialty
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


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

TIAA-CREF Funds § Institutional Class § Prospectus 57



			Total Experience (since dates specified below)
	Portfolio Role/ Coverage/ Expertise/Specialty
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team


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

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

58 Prospectus § TIAA-CREF Funds § Institutional Class



			Total Experience (since dates specified below)
	Portfolio Role/ Coverage/ Expertise/Specialty
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


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


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

TIAA-CREF Funds § Institutional Class § Prospectus 59



			Total Experience (since dates specified below)
	Portfolio Role/ Coverage/ Expertise/Specialty
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team


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


REAL ESTATE SECURITIES FUND

Saira Malik Managing Director	Stock Selection	Teachers Advisors, Inc., TIAA and its affiliates – 2003 to Present (Head of Domestic Equity Research)	2003	1996	2008

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

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 Funds § Institutional Class



			Total Experience (since dates specified below)
	Portfolio Role/ Coverage/ Expertise/Specialty
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team


BOND FUND

Elizabeth (Lisa) D. Black, CFA Managing Director	Asset Allocation (General Oversight)	Teachers Advisors, Inc., TIAA and its affiliates – 1987 to Present (currently, head of fixed-income portfolio management and asset allocation; previously head of third-party fixed-income portfolio management teams)	1987	1987	2008

John M. Cerra Managing Director	Lead Portfolio Manager and Asset Allocation	Teachers Advisors, Inc., TIAA and its affiliates – 1985 to Present (fixed-income credit research and portfolio management)	1985	1985	2003

BOND PLUS FUND

Elizabeth (Lisa) D. Black, CFA Managing Director	Asset Allocation (General Oversight)	Teachers Advisors, Inc., TIAA and its affiliates – 1987 to Present (currently, head of fixed-income portfolio management and asset allocation; previously head of third-party fixed-income portfolio management teams)	1987	1987	2008

John M. Cerra Managing Director	Lead Portfolio Manager and Asset Allocation	Teachers Advisors, Inc., TIAA and its affiliates – 1985 to Present (fixed-income credit research and portfolio management)	1985	1985	2003


SHORT-TERM BOND FUND

Elizabeth (Lisa) D. Black, CFA Managing Director	Asset Allocation (General Oversight)	Teachers Advisors, Inc., TIAA and its affiliates – 1987 to Present (currently, head of fixed-income portfolio management and asset allocation; previously head of third-party fixed-income portfolio management teams)	1987	1987	2008

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 and portfolio management)	1985	1985	2003

HIGH-YIELD FUND

Kevin R. Lorenz, CFA Managing Director	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))	1987	1987	2006

TIAA-CREF Funds § Institutional Class § Prospectus 61



			Total Experience (since dates specified below)
	Portfolio Role/ Coverage/ Expertise/Specialty
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team


TAX-EXEMPT BOND FUND

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

John M. Cerra Managing Director	Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 1985 to Present (fixed-income credit research and portfolio management)	1985	1985	2003

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 the 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. The 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 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.

62 Prospectus § TIAA-CREF Funds § Institutional Class

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 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
Mid-Cap Blend Index Fund		Annually
Small-Cap Growth Index Fund		Annually
Small-Cap Value Index Fund		Annually
Small-Cap Blend Index Fund		Annually
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
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
Real Estate Securities Fund		Quarterly
Managed Allocation Fund		Quarterly
Bond Fund		Monthly
Bond Plus Fund		Monthly
Short-Term Bond Fund		Monthly
High-Yield Fund		Monthly
Tax Exempt Bond Fund		Monthly
Inflation-Linked Bond Fund		Quarterly
Money Market Fund		Monthly

TIAA-CREF Funds § Institutional Class § Prospectus 63

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

The Bond Fund, Bond Plus Fund, Short-Term Bond Fund, High-Yield Fund and Tax-Exempt Bond Fund declare 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.

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% (___% for taxable years beginning after December 31, 2008) to individual investors who are in the 10% or 15% tax bracket). These rates are currently scheduled to apply through 20___. 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.

64 Prospectus § TIAA-CREF Funds § Institutional Class

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.

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 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.

TIAA-CREF Funds § Institutional Class § Prospectus 65

YOUR ACCOUNT: PURCHASING, REDEEMING
OR EXCHANGING SHARES

Note: On July 31, 2008, the Mid-Cap Growth Index Fund, Mid-Cap Value Index Fund, Mid-Cap Blend Index Fund, Small-Cap Growth Index Fund and Small-Cap Value Index Fund were closed to new investors. See “Note to Investors” above on page 2 of this prospectus for more information.

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,

	•	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):

66 Prospectus § TIAA-CREF Funds § Institutional Class


	•	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 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.

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.

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 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.

TIAA-CREF Funds § Institutional Class § Prospectus 67


	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 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.

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

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


	First Class Mail:	The TIAA-CREF Funds— Institutional Class
		c/o Boston Financial Data Services
		P.O. Box 8009
		Boston, MA 02266-8009

	Overnight Mail:	The TIAA-CREF 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

68 Prospectus § TIAA-CREF Funds § Institutional Class


		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.

	•	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 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.

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.

TIAA-CREF Funds § Institutional Class § Prospectus 69

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.

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 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.

70 Prospectus § TIAA-CREF Funds § Institutional Class

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 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,

TIAA-CREF Funds § Institutional Class § Prospectus 71

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 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 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.

72 Prospectus § TIAA-CREF Funds § Institutional Class

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, 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 the Money Market or Short-Term Bond Fund or 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 Fund’s 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 seeks 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.

TIAA-CREF Funds § Institutional Class § Prospectus 73

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 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.

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.

74 Prospectus § TIAA-CREF 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 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.

TIAA-CREF Funds § Institutional Class § Prospectus 75

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

[_______________] 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 four-year period ended September 30, 2008. 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.

76 Prospectus § TIAA-CREF 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		9/30/2008	$	XX		$	XX		$	XX	$	XX	$	XX		$	XX	$	XX		$	XX

		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

								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 Return					Total		(b)	Net		(c)

Institutional Class		9/30/2008		XX	%	$	XX		XX	%		XX	%		XX	%		XX	%

		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 Funds § Institutional Class § Prospectus 77


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		9/30/2008		$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
		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

Retirement Class		9/30/2008			XX		XX			XX		XX		XX			XX			XX			XX
		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

Retail Class		9/30/2008			XX		XX			XX		XX		XX			XX			XX			XX
		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

78 Prospectus § TIAA-CREF Funds § Institutional 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 Return					Total		(e)	Net		(f)

Institutional Class		9/30/2008			XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
		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		9/30/2008			XX			XX		XX			XX			XX			XX
		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

Retail Class		9/30/2008			XX			XX		XX			XX			XX			XX
		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

Re-alphabetize section based on updated information.


(a)	Per share information is calculated based on average number of shares outstanding.

(b)

(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 Funds § Institutional Class § Prospectus 79


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	9/30/2008		$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	9/30/2007			13.45		0.20			3.49		3.69		(0.22	)		(1.94	)		(2.16	)		14.98
	9/30/2006			12.17		0.19			2.15		2.34		(0.22	)		(0.84	)		(1.06	)		13.45
	9/30/2005			10.29		0.21			2.43		2.64		(0.20	)		(0.56	)		(0.76	)		12.17
	9/30/2004			8.56		0.20			1.69		1.89		(0.16	)		—			(0.16	)		10.29

Retirement Class	9/30/2008			XX		XX			XX		XX		XX			XX			XX			XX
	9/30/2007			13.72		0.19			3.54		3.73		(0.19	)		(1.94	)		(2.13	)		15.32
	9/30/2006			12.41		0.16			2.13		2.29		(0.14	)		(0.84	)		(0.98	)		13.72
	9/30/2005			10.49		0.19			2.40		2.59		(0.11	)		(0.56	)		(0.67	)		12.41
	9/30/2004			8.65		0.17			1.69		1.86		(0.02	)		—			(0.02	)		10.49

Retail Class	9/30/2008			XX		XX			XX		XX		XX			XX			XX			XX
	9/30/2007			10.63		0.22			2.59		2.81		(0.21	)		(1.94	)		(2.15	)		11.29
	9/30/2006	(c)		10.00		0.05			0.58		0.63		—			—			—			10.63

80 Prospectus § TIAA-CREF 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	9/30/2008			XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
	9/30/2007			30.49			807,072		0.58			0.58			1.47			179
	9/30/2006			20.60			649,747		0.45			0.45			1.48			164
	9/30/2005			26.45			668,009		0.21			0.21			1.89			147
	9/30/2004			22.17			528,959		0.20			0.20			1.98			151

Retirement Class	9/30/2008			XX			XX		XX			XX			XX			XX
	9/30/2007			30.16			1,216,121		0.84			0.80			1.36			179
	9/30/2006			19.68			519,870		0.76			0.74			1.27			164
	9/30/2005			25.34			231,867		0.56			0.56			1.67			147
	9/30/2004			21.45			77,400		0.58			0.55			1.63			151

Retail Class	9/30/2008			XX			XX		XX			XX			XX			XX
	9/30/2007			30.34			526,418		0.95			0.75			2.02			179
	9/30/2006	(c)		6.30			13,943		1.36	(d)		0.80	(d)		0.94	(d)		164

Re-alphabetize section based on updated information.


(a)	Per share information is calculated based on average number of shares outstanding.

(b)

(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 Funds § Institutional Class § Prospectus 81


FINANCIAL HIGHLIGHTS	(continued)

LARGE-CAP GROWTH FUND



		Selected Per Share Data

		Net Asset Value, Beginning of Period		Investment Operations									Distributions								Net Asset Value, End of Period

	For the Periods Ended			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

Institutional Class	9/30/2008	$	XX	$	XX		$	XX		$	XX		$	XX			XX		XX		$	XX

	9/30/2007		9.68		0.10			2.31			2.41			(0.05	)		—		(0.05	)		12.04
	9/30/2006		10.00		0.05			(0.37	)		(0.32	)		—			—		—			9.68

Retirement Class	9/30/2008		XX		XX			XX			XX			XX			XX		XX			XX

	9/30/2007		9.67		0.18			2.19			2.37			(0.04	)		—		(0.04	)		12.00
	9/30/2006		10.00		0.03			(0.36	)		(0.33	)		—			—		—			9.67

Retail Class	9/30/2008		XX		XX			XX			XX			XX			XX		XX			XX

	9/30/2007		9.67		0.09			2.31			2.40			(0.05	)		—		(0.05	)		12.02
	9/30/2006		10.00		0.03			(0.36	)		(0.33	)		—			—		—			9.67

82 Prospectus § TIAA-CREF 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	9/30/2008		XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
	9/30/2007		24.97			169,352		0.65			0.13			0.95			189

	9/30/2006		(3.20	)(c)		12,465		1.97	(d)		0.13	(d)		0.97	(d)		81

Retirement Class	9/30/2008		XX			XX		XX			XX			XX			XX
	9/30/2007		24.67			28,308		0.94			0.38			1.67			189

	9/30/2006		(3.30	)(c)		2,145		6.76	(d)		0.38	(d)		0.69	(d)		81

Retail Class	9/30/2008		XX			XX		XX			XX			XX			XX
	9/30/2007		24.89			439,678		1.22			0.21			0.82			189
	9/30/2006		(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 Funds § Institutional Class § Prospectus 83



FINANCIAL HIGHLIGHTS	(continued)

LARGE-CAP VALUE FUND


		Selected Per Share Data

		Net Asset Value, Beginning of Year		Investment Operations							Distributions									Net Asset Value, End of Year

	For the Years Ended			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

Institutional Class	9/30/2008	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	9/30/2007		15.73		0.30			2.10		2.40		(0.26	)		(0.85	)		(1.11	)		17.02
	9/30/2006		14.41		0.27			1.75		2.02		(0.22	)		(0.48	)		(0.70	)		15.73
	9/30/2005		13.40		0.30			1.92		2.22		(0.23	)		(0.98	)		(1.21	)		14.41
	9/30/2004		11.59		0.28			2.22		2.50		(0.14	)		(0.55	)		(0.69	)		13.40

Retirement Class	9/30/2008		XX		XX			XX		XX		XX			XX			XX			XX
	9/30/2007		15.68		0.26			2.10		2.36		(0.23	)		(0.85	)		(1.08	)		16.96
	9/30/2006		14.43		0.23			1.75		1.98		(0.25	)		(0.48	)		(0.73	)		15.68
	9/30/2005		13.41		0.26			1.90		2.16		(0.16	)		(0.98	)		(1.14	)		14.43
	9/30/2004		11.55		0.24			2.23		2.47		(0.06	)		(0.55	)		(0.61	)		13.41

Retail Class	9/30/2008		XX		XX			XX		XX		XX			XX			XX			XX
	9/30/2007		15.36		0.28			2.06		2.34		(0.25	)		(0.85	)		(1.10	)		16.60
	9/30/2006		14.17		0.25			1.71		1.96		(0.29	)		(0.48	)		(0.77	)		15.36
	9/30/2005		13.25		0.26			1.88		2.14		(0.24	)		(0.98	)		(1.22	)		14.17
	9/30/2004		11.52		0.24			2.21		2.45		(0.17	)		(0.55	)		(0.72	)		13.25

84 Prospectus § TIAA-CREF 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	9/30/2008		XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
	9/30/2007		15.71			487,144		0.52			0.50			1.78			136
	9/30/2006		14.47			215,614		0.38			0.38			1.84			115
	9/30/2005		16.73			216,512		0.14			0.14			2.11			113
	9/30/2004		21.96			31,289		0.17			0.14			2.20			154

Retirement Class	9/30/2008		XX			XX		XX			XX			XX			XX
	9/30/2007		15.51			500,511		0.75			0.73			1.55			136
	9/30/2006		14.21			257,287		0.68			0.67			1.54			115
	9/30/2005		16.23			159,064		0.48			0.48			1.82			113
	9/30/2004		21.59			69,314		0.51			0.48			1.87			154

Retail Class	9/30/2008		XX			XX		XX			XX			XX			XX
	9/30/2007		15.70			115,149		0.71			0.55			1.72			136
	9/30/2006		14.35			198,739		0.53			0.53			1.69			115
	9/30/2005		16.35			170,748		0.44			0.44			1.87			113
	9/30/2004		21.67			137,166		0.49			0.44			1.89			154


(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 Funds § Institutional Class § Prospectus 85


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	9/30/2008	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	9/30/2007		17.01		0.03			4.20		4.23		(0.05	)		(0.86	)		(0.91	)		20.33
	9/30/2006		17.01		0.06			0.41		0.47		(0.02	)		(0.45	)		(0.47	)		17.01
	9/30/2005		14.30		0.06			3.33		3.39		(0.01	)		(0.67	)		(0.68	)		17.01
	9/30/2004		13.02		0.05			1.76		1.81		(0.03	)		(0.50	)		(0.53	)		14.30

Retirement Class	9/30/2008		XX		XX			XX		XX		XX			XX			XX			XX
	9/30/2007		16.84		(0.00	)(b)		4.16		4.16		(0.02	)		(0.86	)		(0.88	)		20.12
	9/30/2006		16.88		0.02			0.39		0.41		(0.00	)(b)		(0.45	)		(0.45	)		16.84
	9/30/2005		14.23		0.01			3.31		3.32		(0.00	)(b)		(0.67	)		(0.67	)		16.88
	9/30/2004		12.97		0.00	(b)		1.76		1.76		—			(0.50	)		(0.50	)		14.23

Retail Class	9/30/2008		XX		XX			XX		XX		XX			XX			XX			XX
	9/30/2007		16.85		0.00	(b)		4.17		4.17		(0.02	)		(0.86	)		(0.88	)		20.14
	9/30/2006		16.89		0.02			0.40		0.42		(0.01	)		(0.45	)		(0.46	)		16.85
	9/30/2005		14.23		0.01			3.32		3.33		(0.00	)(b)		(0.67	)		(0.67	)		16.89
	9/30/2004		12.98		0.00	(b)		1.75		1.75		(0.00	)(b)		(0.50	)		(0.50	)		14.23

86 Prospectus § TIAA-CREF Funds § Institutional Class


					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 Return					Total		(c)	Net		(d)

Institutional Class	9/30/2008		XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
	9/30/2007		25.76			51,145		0.59			0.55			0.18			127
	9/30/2006		2.72			34,088		0.50			0.43			0.36			147
	9/30/2005		24.12			20,808		0.15			0.15			0.39			115
	9/30/2004		13.88			3,684		0.17			0.14			0.32			148

Retirement Class	9/30/2008		XX			XX		XX			XX			XX			XX
	9/30/2007		25.54			313,908		0.84			0.78			(0.05	)		127
	9/30/2006		2.42			164,771		0.72			0.69			0.13			147
	9/30/2005		23.72			131,943		0.48			0.48			0.06			115
	9/30/2004		13.48			74,600		0.54			0.48			(0.01	)		148

Retail Class	9/30/2008		XX			XX		XX			XX			XX			XX
	9/30/2007		25.66			84,847		0.90			0.70			0.03			127
	9/30/2006		2.37			68,416		0.68			0.68			0.13			147
	9/30/2005		23.80			62,481		0.44			0.44			0.09			115
	9/30/2004		13.48			48,508		0.51			0.44			0.02			148


(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 Funds § Institutional Class § Prospectus 87


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	9/30/2008	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	9/30/2007		18.59		0.35			3.33		3.68		(0.31	)		(1.62	)		(1.93	)		20.34
	9/30/2006		17.57		0.26			1.87		2.13		(0.23	)		(0.88	)		(1.11	)		18.59
	9/30/2005		14.44		0.30			3.62		3.92		(0.22	)		(0.57	)		(0.79	)		17.57
	9/30/2004		12.02		0.26			2.74		3.00		(0.13	)		(0.45	)		(0.58	)		14.44

Retirement Class	9/30/2008		XX		XX			XX		XX		XX			XX			XX			XX
	9/30/2007		18.51		0.29			3.32		3.61		(0.27	)		(1.62	)		(1.89	)		20.23
	9/30/2006		17.52		0.21			1.87		2.08		(0.21	)		(0.88	)		(1.09	)		18.51
	9/30/2005		14.38		0.25			3.60		3.85		(0.14	)		(0.57	)		(0.71	)		17.52
	9/30/2004		11.95		0.21			2.73		2.94		(0.06	)		(0.45	)		(0.51	)		14.38

Retail Class	9/30/2008		XX		XX			XX		XX		XX			XX			XX			XX
	9/30/2007		18.34		0.32			3.29		3.61		(0.29	)		(1.62	)		(1.91	)		20.04
	9/30/2006		17.36		0.22			1.85		2.07		(0.22	)		(0.87	)		(1.09	)		18.34
	9/30/2005		14.27		0.25			3.57		3.82		(0.16	)		(0.57	)		(0.73	)		17.36
	9/30/2004		11.97		0.22			2.71		2.93		(0.18	)		(0.45	)		(0.63	)		14.27

88 Prospectus § TIAA-CREF Funds § Institutional 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 Return					Total		(b)	Net		(c)

Institutional Class	9/30/2008		XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
	9/30/2007		21.03			58,763		0.53			0.53			1.76			90
	9/30/2006		12.68			38,173		0.47			0.43			1.46			131
	9/30/2005		27.63			25,868		0.15			0.15			1.82			110
	9/30/2004		25.36			8,042		0.17			0.14			1.88			173

Retirement Class	9/30/2008		XX			XX		XX			XX			XX			XX
	9/30/2007		20.70			600,104		0.78			0.78			1.47			90
	9/30/2006		12.42			318,024		0.69			0.68			1.20			131
	9/30/2005		27.20			266,360		0.48			0.48			1.50			110
	9/30/2004		24.82			92,268		0.52			0.48			1.54			173

Retail Class	9/30/2008		XX			XX		XX			XX			XX			XX
	9/30/2007		20.87			198,698		0.79			0.63			1.65			90
	9/30/2006		12.51			125,871		0.63			0.63			1.25			131
	9/30/2005		27.23			95,608		0.44			0.44			1.53			110
	9/30/2004		24.89			40,706		0.51			0.44			1.58			173


(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 Funds § Institutional Class § Prospectus 89


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	9/30/2008		$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	9/30/2007			15.91		0.19			0.99		1.18		(0.11	)		(1.55	)		(1.66	)		15.43
	9/30/2006			15.84		0.10			1.41		1.51		(0.11	)		(1.33	)		(1.44	)		15.91
	9/30/2005			14.29		0.17			2.20		2.37		(0.12	)		(0.70	)		(0.82	)		15.84
	9/30/2004			12.68		0.14			2.48		2.62		(0.08	)		(0.93	)		(1.01	)		14.29	(b)

Retirement Class	9/30/2008			XX		XX			XX		XX		XX			XX			XX			XX
	9/30/2007			15.73		0.15			0.98		1.13		(0.08	)		(1.55	)		(1.63	)		15.23
	9/30/2006			15.71		0.06			1.40		1.46		(0.11	)		(1.33	)		(1.44	)		15.73
	9/30/2005			14.20		0.12			2.19		2.31		(0.10	)		(0.70	)		(0.80	)		15.71
	9/30/2004			12.62		0.09			2.46		2.55		(0.04	)		(0.93	)		(0.97	)		14.20	(b)

Retail Class	9/30/2008			XX		XX			XX		XX		XX			XX			XX			XX
	9/30/2007			15.66		0.15			1.01		1.16		(0.09	)		(1.55	)		(1.64	)		15.18
	9/30/2006			15.65		0.07			1.39		1.46		(0.12	)		(1.33	)		(1.45	)		15.66
	9/30/2005			14.15		0.14			2.19		2.33		(0.13	)		(0.70	)		(0.83	)		15.65
	9/30/2004			12.64		0.12			2.45		2.57		(0.13	)		(0.93	)		(1.06	)		14.15	(b)

90 Prospectus § TIAA-CREF 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	9/30/2008		XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
	9/30/2007		7.43			181,032		0.57			0.55			1.16			127
	9/30/2006		10.15			115,273		0.43			0.41			0.66			264
	9/30/2005		16.69			116,652		0.15			0.15			1.11			273
	9/30/2004		20.98	(b)		45,429		0.20			0.14			1.03			295

Retirement Class	9/30/2008		XX			XX		XX			XX			XX			XX
	9/30/2007		7.15			267,273		0.81			0.78			0.92			127
	9/30/2006		9.90			216,828		0.72			0.69			0.39			264
	9/30/2005		16.35			170,413		0.48			0.48			0.78			273
	9/30/2004		20.53	(b)		116,445		0.54			0.48			0.68			295

Retail Class	9/30/2008		XX			XX		XX			XX			XX			XX
	9/30/2007		7.39			68,843		0.86			0.69			0.95			127
	9/30/2006		9.97			85,719		0.61			0.61			0.48			264
	9/30/2005		16.55			71,400		0.32			0.30			0.97			273
	9/30/2004		20.70	(b)		61,937		0.38			0.30			0.87			295


(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 Funds § Institutional Class § Prospectus 91



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	9/30/2008	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	9/30/2007		11.84		0.14			2.09		2.23		(0.28	)		(0.01	)		(0.29	)		13.78
	9/30/2006		11.33		0.13			0.54		0.67		(0.09	)		(0.07	)		(0.16	)		11.84
	9/30/2005		10.48		0.12			1.07		1.19		(0.15	)		(0.19	)		(0.34	)		11.33
	9/30/2004		11.63		0.11			0.80		0.91		(0.21	)		(1.85	)		(2.06	)		10.48

Retirement Class	9/30/2008		XX		XX			XX		XX		XX			XX			XX			XX
	9/30/2007		11.91		0.12			2.10		2.22		(0.26	)		(0.01	)		(0.27	)		13.86
	9/30/2006		11.47		0.10			0.53		0.63		(0.12	)		(0.07	)		(0.19	)		11.91
	9/30/2005		10.56		0.12			1.04		1.16		(0.06	)		(0.19	)		(0.25	)		11.47
	9/30/2004		11.60		0.05			0.82		0.87		(0.06	)		(1.85	)		(1.91	)		10.56

92 Prospectus § TIAA-CREF 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	9/30/2008		XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
	9/30/2007		19.15			272,610		0.12			0.08			1.10			53
	9/30/2006		5.94			552,918		0.08			0.08			1.14			40
	9/30/2005		11.41			464,761		0.08			0.08			1.08			61
	9/30/2004		7.35			35,800		0.11			0.08			0.97			19

Retirement Class	9/30/2008		XX			XX		XX			XX			XX			XX
	9/30/2007		18.91			87,924		0.38			0.33			0.93			53
	9/30/2006		5.53			42,719		0.43			0.36			0.86			40
	9/30/2005		11.04			22,402		0.43			0.43			1.04			61
	9/30/2004		7.03			18,405		0.52			0.42			0.46			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 Funds § Institutional Class § Prospectus 93



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	9/30/2008	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	9/30/2007		15.93		0.41			1.80		2.21		(0.59	)		(0.66	)		(1.25	)		16.89
	9/30/2006		14.50		0.36			1.68		2.04		(0.29	)		(0.32	)		(0.61	)		15.93
	9/30/2005		13.05		0.34			1.77		2.11		(0.27	)		(0.39	)		(0.66	)		14.50
	9/30/2004		11.41		0.29			1.99		2.28		(0.31	)		(0.33	)		(0.64	)		13.05

Retirement Class	9/30/2008		XX		XX			XX		XX		XX			XX			XX			XX
	9/30/2007		16.09		0.38			1.82		2.20		(0.57	)		(0.66	)		(1.23	)		17.06
	9/30/2006		14.52		0.32			1.68		2.00		(0.11	)		(0.32	)		(0.43	)		16.09
	9/30/2005		13.07		0.29			1.79		2.08		(0.24	)		(0.39	)		(0.63	)		14.52
	9/30/2004		11.38		0.25			1.98		2.23		(0.21	)		(0.33	)		(0.54	)		13.07

94 Prospectus § TIAA-CREF 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	9/30/2008		XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
	9/30/2007		14.36			363,498		0.11			0.08			2.48			60
	9/30/2006		14.54			518,223		0.08			0.08			2.45			49
	9/30/2005		16.50			433,383		0.08			0.08			2.42			65
	9/30/2004		20.25			142,252		0.10			0.08			2.34			44

Retirement Class	9/30/2008		XX			XX		XX			XX			XX			XX
	9/30/2007		14.17			101,949		0.32			0.30			2.26			60
	9/30/2006		14.14			37,069		0.51			0.35			2.10			49
	9/30/2005		16.18			778		0.44			0.44			2.07			65
	9/30/2004		19.82			200		0.97			0.44			1.99			44


(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 Funds § Institutional Class § Prospectus 95



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	9/30/2008		$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	9/30/2007			10.09		0.20			1.44		1.64		(0.17	)		(0.10	)		(0.27	)		11.46
	9/30/2006			9.97		0.17			0.78		0.95		(0.17	)		(0.66	)		(0.83	)		10.09
	9/30/2005			8.85		0.18			1.09		1.27		(0.15	)		—			(0.15	)		9.97
	9/30/2004			8.07		0.15			0.99		1.14		(0.29	)		(0.07	)		(0.36	)		8.85

Retirement Class	9/30/2008			XX		XX			XX		XX		XX			XX			XX			XX
	9/30/2007			10.24		0.17			1.48		1.65		(0.17	)		(0.10	)		(0.27	)		11.62

	9/30/2006	(b)		10.00		0.07			0.17		0.24		—			—			—			10.24

Retail Class	9/30/2008			XX		XX			XX		XX		XX			XX			XX			XX
	9/30/2007			10.25		0.18			1.47		1.65		(0.17	)		(0.10	)		(0.27	)		11.63
	9/30/2006	(c)		10.00		0.08			0.17		0.25		—			—			—			10.25

96 Prospectus § TIAA-CREF 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		(f)	Net		(g)

Institutional Class	9/30/2008			XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
	9/30/2007			16.49			844,429		0.09			0.08			1.79			16
	9/30/2006			10.08			633,027		0.08			0.08			1.74			32
	9/30/2005			14.40			606,341		0.09			0.09			1.94			24
	9/30/2004			14.17			766,707		0.08			0.08			1.67			26

Retirement Class	9/30/2008			XX			XX		XX			XX			XX			XX
	9/30/2007			16.29			9,479		0.36			0.33			1.54			16

	9/30/2006	(b)		2.40	(d)		1,909		4.07	(e)		0.34	(e)		1.39	(e)		32

Retail Class	9/30/2008			XX			XX		XX			XX			XX			XX
	9/30/2007			16.30			440,181		0.43			0.22			1.62			16
	9/30/2006	(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 Funds § Institutional Class § Prospectus 97



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	9/30/2008	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	9/30/2007		15.36		0.31			2.17		2.48		(0.27	)		(0.03	)		(0.30	)		17.54
	9/30/2006		14.08		0.27			1.22		1.49		(0.18	)		(0.03	)		(0.21	)		15.36
	9/30/2005		12.92		0.26			1.31		1.57		(0.21	)		(0.20	)		(0.41	)		14.08
	9/30/2004		11.52		0.21			1.36		1.57		(0.17	)		—			(0.17	)		12.92

Retirement Class	9/30/2008		XX		XX			XX		XX		XX			XX			XX			XX
	9/30/2007		15.29		0.27			2.16		2.43		(0.24	)		(0.03	)		(0.27	)		17.45
	9/30/2006		14.08		0.23			1.22		1.45		(0.21	)		(0.03	)		(0.24	)		15.29
	9/30/2005		12.95		0.22			1.29		1.51		(0.18	)		(0.20	)		(0.38	)		14.08
	9/30/2004		11.48		0.17			1.36		1.53		(0.06	)		—			(0.06	)		12.95

98 Prospectus § TIAA-CREF 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	9/30/2008	XX	%	$	XX	XX	%	XX	%	XX	%	XX	%
	9/30/2007	16.35			942,556	0.07		0.07		1.88		18
	9/30/2006	10.70			783,876	0.07		0.07		1.86		25
	9/30/2005	12.20			526,899	0.08		0.08		1.92		38
	9/30/2004	13.63			167,621	0.11		0.08		1.68		21

Retirement Class	9/30/2008	XX			XX	XX		XX		XX		XX
	9/30/2007	16.05			231,854	0.32		0.32		1.63		18
	9/30/2006	10.39			149,408	0.37		0.37		1.56		25
	9/30/2005	11.69			98,508	0.44		0.44		1.65		38
	9/30/2004	13.29			54,914	0.48		0.44		1.31		21


(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 Funds § Institutional Class § Prospectus 99

FINANCIAL HIGHLIGHTS



MID-CAP GROWTH INDEX FUND	(continued)


			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		9/30/2008	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
		9/30/2007		14.30		0.13			2.73		2.86		(0.10	)		(0.80	)		(0.90	)		16.26
		9/30/2006		14.36		0.12			0.85		0.97		(0.08	)		(0.95	)		(1.03	)		14.30
		9/30/2005		12.85		0.07			2.81		2.88		(0.06	)		(1.31	)		(1.37	)		14.36
		9/30/2004		12.94		0.06			1.67		1.73		(0.06	)		(1.76	)		(1.82	)		12.85

Retirement Class		9/30/2008		XX		XX			XX		XX		XX			XX			XX			XX
		9/30/2007		14.25		0.10			2.71		2.81		(0.10	)		(0.80	)		(0.90	)		16.16
		9/30/2006		14.29		0.08			0.85		0.93		(0.02	)		(0.95	)		(0.97	)		14.25
		9/30/2005		12.83		0.03			2.79		2.82		(0.05	)		(1.31	)		(1.36	)		14.29
		9/30/2004		12.91		0.01			1.68		1.69		(0.01	)		(1.76	)		(1.77	)		12.83

100 Prospectus § TIAA-CREF Funds § Institutional Class



						Ratios and Supplemental Data

	For the Years Ended		Total Return			Net Assets, End of Years (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		9/30/2008		XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
		9/30/2007		20.88			48,316		0.48			0.08			0.86			70
		9/30/2006		6.88			36,255		0.41			0.08			0.84			72
		9/30/2005		23.36			29,431		0.09			0.09			0.55			42
		9/30/2004		13.50			23,893		0.11			0.08			0.46			32

Retirement Class		9/30/2008		XX			XX		XX			XX			XX			XX
		9/30/2007		20.55			24,565		0.75			0.33			0.63			70
		9/30/2006		6.60			10,121		0.94			0.35			0.54			72
		9/30/2005		22.86			445		0.45			0.45			0.19			42
		9/30/2004		13.15			344		0.73			0.44			0.10			32


(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 Funds § Institutional Class § Prospectus 101


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		9/30/2008	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
		9/30/2007		16.20		0.37			1.79		2.16		(0.20	)		(0.76	)		(0.96	)		17.40
		9/30/2006		16.55		0.33			1.47		1.80		(0.31	)		(1.84	)		(2.15	)		16.20
		9/30/2005		14.23		0.33			3.24		3.57		(0.30	)		(0.95	)		(1.25	)		16.55
		9/30/2004		11.83		0.29			2.66		2.95		(0.26	)		(0.29	)		(0.55	)		14.23

Retirement Class		9/30/2008		XX		XX			XX		XX		XX			XX			XX			XX
		9/30/2007		16.40		0.33			1.82		2.15		(0.19	)		(0.76	)		(0.95	)		17.60
		9/30/2006		16.52		0.28			1.49		1.77		(0.05	)		(1.84	)		(1.89	)		16.40
		9/30/2005		14.20		0.28			3.25		3.53		(0.26	)		(0.95	)		(1.21	)		16.52
		9/30/2004		11.80		0.24			2.65		2.89		(0.20	)		(0.29	)		(0.49	)		14.20

102 Prospectus § TIAA-CREF Funds § Institutional Class



						Ratios and Supplemental Data

	For the Years Ended		Total Return			Net Assets, End of Years (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		9/30/2008		XX	%	$	XX		0.22	%		XX	%		XX	%		XX	%
		9/30/2007		13.68			126,598		0.22			0.08			2.13			58
		9/30/2006		12.10			59,187		0.29			0.08			2.11			76
		9/30/2005		26.14			47,420		0.08			0.08			2.17			43
		9/30/2004		25.36			37,010		0.09			0.08			2.16			23

Retirement Class		9/30/2008		XX			XX		XX			XX			XX			XX
		9/30/2007		13.41			59,559		0.46			0.33			1.87			58
		9/30/2006		11.77			20,433		0.71			0.35			1.79			76
		9/30/2005		25.80			289		0.44			0.44			1.81			43
		9/30/2004		24.92			200		1.00			0.44			1.81			23


(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 Funds § Institutional Class § Prospectus 103


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		9/30/2008	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
		9/30/2007		17.22		0.28			2.68		2.96		(0.21	)		(0.74	)		(0.95	)		19.23
		9/30/2006		16.85		0.25			1.26		1.51		(0.22	)		(0.92	)		(1.14	)		17.22
		9/30/2005		14.34		0.23			3.26		3.49		(0.21	)		(0.77	)		(0.98	)		16.85
		9/30/2004		12.36		0.20			2.29		2.49		(0.17	)		(0.34	)		(0.51	)		14.34

Retirement Class		9/30/2008		XX		XX			XX		XX		XX			XX			XX			XX
		9/30/2007		17.35		0.23			2.71		2.94		(0.19	)		(0.74	)		(0.93	)		19.36
		9/30/2006		16.90		0.20			1.27		1.47		(0.10	)		(0.92	)		(1.02	)		17.35
		9/30/2005		14.35		0.18			3.27		3.45		(0.13	)		(0.77	)		(0.90	)		16.90
		9/30/2004		12.33		0.16			2.28		2.44		(0.08	)		(0.34	)		(0.42	)		14.35

104 Prospectus § TIAA-CREF 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		9/30/2008		XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
		9/30/2007		17.70			111,763		0.23			0.08			1.49			53
		9/30/2006		9.34			79,185		0.27			0.08			1.48			69
		9/30/2005		25.01			64,696		0.08			0.08			1.48			40
		9/30/2004		20.39			49,707		0.10			0.08			1.47			19

Retirement Class		9/30/2008		XX			XX		XX			XX			XX			XX
		9/30/2007		17.44			84,301		0.48			0.33			1.22			53
		9/30/2006		9.03			29,584		0.59			0.36			1.17			69
		9/30/2005		24.62			6,338		0.44			0.44			1.15			40
		9/30/2004		19.94			563		0.66			0.44			1.13			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 Funds § Institutional Class § Prospectus 105


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	9/30/2008	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	9/30/2007		14.42		0.12			2.47		2.59		(0.06	)		(1.25	)		(1.31	)		15.70
	9/30/2006		14.56		0.06			0.74		0.80		(0.06	)		(0.88	)		(0.94	)		14.42
	9/30/2005		13.91		0.07			2.36		2.43		(0.04	)		(1.74	)		(1.78	)		14.56
	9/30/2004		13.16		0.06			1.51		1.57		(0.08	)		(0.74	)		(0.82	)		13.91

Retirement Class	9/30/2008		XX		XX			XX		XX		XX			XX			XX			XX
	9/30/2007		15.34		0.09			2.62		2.71		(0.04	)		(1.25	)		(1.29	)		16.76
	9/30/2006		15.31		0.02			0.91		0.93		(0.02	)		(0.88	)		(0.90	)		15.34
	9/30/2005		14.54		0.03			2.52		2.55		(0.04	)		(1.74	)		(1.78	)		15.31
	9/30/2004		13.13		0.01			2.17		2.18		(0.03	)		(0.74	)		(0.77	)		14.54

106 Prospectus § TIAA-CREF 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	9/30/2008		XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
	9/30/2007		18.92			99,933		0.30			0.08			0.79			64
	9/30/2006		5.66			80,122		0.22			0.08			0.43			102
	9/30/2005		17.73			76,610		0.10			0.08			0.49			70
	9/30/2004		11.84			65,446		0.10			0.08			0.41			45

Retirement Class	9/30/2008		XX			XX		XX			XX			XX			XX
	9/30/2007		18.60			34,733		0.57			0.33			0.58			64
	9/30/2006		6.13			17,974		0.62			0.35			0.15			102
	9/30/2005		17.67			1,652		0.45			0.45			0.18			70
	9/30/2004		16.86			279		0.67			0.44			0.04			45


(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 Funds § Institutional Class § Prospectus 107



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	9/30/2008	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	9/30/2007		14.45		0.30			0.61		0.91		(0.22	)		(1.27	)		(1.49	)		13.87
	9/30/2006		14.36		0.25			1.54		1.79		(0.21	)		(1.49	)		(1.70	)		14.45
	9/30/2005		14.03		0.25			2.15		2.40		(0.23	)		(1.84	)		(2.07	)		14.36
	9/30/2004		12.14		0.23			2.81		3.04		(0.23	)		(0.92	)		(1.15	)		14.03

Retirement Class	9/30/2008		XX		XX			XX		XX		XX			XX			XX			XX
	9/30/2007		14.64		0.27			0.63		0.90		(0.21	)		(1.27	)		(1.48	)		14.06
	9/30/2006		14.45		0.22			1.57		1.79		(0.11	)		(1.49	)		(1.60	)		14.64
	9/30/2005		14.00		0.20			2.17		2.37		(0.08	)		(1.84	)		(1.92	)		14.45
	9/30/2004		12.11		0.18			2.80		2.98		(0.17	)		(0.92	)		(1.09	)		14.00

108 Prospectus § TIAA-CREF 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		9/30/2008		XX	%	$	XX	XX	%	XX	%		XX	%		XX	%
		9/30/2007		6.14			97,502	0.26		0.08			2.04			53
		9/30/2006		13.79			79,190	0.22		0.08			1.76			74
		9/30/2005		17.62			71,779	0.08		0.08			1.80			60
		9/30/2004		25.63			63,358	0.10		0.08			1.71			42

Retirement Class		9/30/2008		XX			XX	XX		XX			XX			XX
		9/30/2007		5.97			55,253	0.52		0.33			1.82			53
		9/30/2006		13.58			26,014	0.64		0.35			1.58			74
		9/30/2005		17.39			1,933	0.44		0.44			1.42			60
		9/30/2004		25.18			237	0.91		0.44			1.32			42


(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 Funds § Institutional Class § Prospectus 109



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	9/30/2008	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	9/30/2007		15.54		0.23			1.63		1.86		(0.20	)		(1.26	)		(1.46	)		15.94
	9/30/2006		15.68		0.17			1.26		1.43		(0.14	)		(1.43	)		(1.57	)		15.54
	9/30/2005		14.33		0.18			2.32		2.50		(0.14	)		(1.01	)		(1.15	)		15.68
	9/30/2004		12.62		0.15			2.19		2.34		(0.14	)		(0.49	)		(0.63	)		14.33

Retirement Class	9/30/2008		XX		XX			XX		XX		XX			XX			XX			XX
	9/30/2007		15.58		0.20			1.64		1.84		(0.18	)		(1.26	)		(1.44	)		15.98
	9/30/2006		15.65		0.13			1.27		1.40		(0.04	)		(1.43	)		(1.47	)		15.58
	9/30/2005		14.32		0.13			2.33		2.46		(0.12	)		(1.01	)		(1.13	)		15.65
	9/30/2004		12.59		0.10			2.19		2.29		(0.07	)		(0.49	)		(0.56	)		14.32

110 Prospectus § TIAA-CREF 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	9/30/2008		XX	%	$	XX	XX	%	XX	%		XX	%		XX	%
	9/30/2007		12.32			179,670	0.22		0.08			1.41			69
	9/30/2006		9.80			181,852	0.15		0.08			1.10			71
	9/30/2005		17.74			156,344	0.08		0.08			1.22			63
	9/30/2004		18.66			129,263	0.10		0.08			1.08			24

Retirement Class	9/30/2008		XX			XX	XX		XX			XX			XX
	9/30/2007		12.15			54,334	0.48		0.33			1.23			69
	9/30/2006		9.51			28,500	0.58		0.34			0.88			71
	9/30/2005		17.43			409	0.44		0.44			0.86			63
	9/30/2004		18.26			330	0.77		0.44			0.71			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 Funds § Institutional Class § Prospectus 111



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	9/30/2008	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	9/30/2007		19.33		0.55			4.20		4.75		(0.42	)		(0.15	)		(0.57	)		23.51
	9/30/2006		16.64		0.47			2.64		3.11		(0.27	)		(0.15	)		(0.42	)		19.33
	9/30/2005		13.70		0.41			3.05		3.46		(0.33	)		(0.19	)		(0.52	)		16.64
	9/30/2004		11.54		0.31			2.21		2.52		(0.31	)		(0.05	)		(0.36	)		13.70

Retirement Class	9/30/2008		XX		XX			XX		XX		XX			XX			XX			XX
	9/30/2007		19.64		0.56			4.22		4.78		(0.40	)		(0.15	)		(0.55	)		23.87
	9/30/2006		16.76		0.48			2.63		3.11		(0.08	)		(0.15	)		(0.23	)		19.64
	9/30/2005		13.67		0.27			3.12		3.39		(0.11	)		(0.19	)		(0.30	)		16.76
	9/30/2004		11.51		0.27			2.20		2.47		(0.26	)		(0.05	)		(0.31	)		13.67

112 Prospectus § TIAA-CREF 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	9/30/2008		XX	%	$	XX	XX	%	XX	%		XX	%		XX	%
	9/30/2007		25.01			496,975	0.16		0.15			2.54			46
	9/30/2006		19.02			359,561	0.17		0.15			2.58			43
	9/30/2005		25.63			237,853	0.16		0.16			2.67			32
	9/30/2004		22.06			75,568	0.15		0.15			2.34			7

Retirement Class	9/30/2008		XX			XX	XX		XX			XX			XX
	9/30/2007		24.75			297,164	0.42		0.34			2.51			46
	9/30/2006		18.72			82,537	0.47		0.41			2.56			43
	9/30/2005		25.04			1,247	0.50		0.50			1.78			32
	9/30/2004		21.68			789	0.50		0.50			2.02			7


(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 Funds § Institutional Class § Prospectus 113


FINANCIAL HIGHLIGHTS	(continued)

ENHANCED 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

9/30/2008

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

9/30/2008


(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.

114 Prospectus § TIAA-CREF Funds § Institutional Class



FINANCIAL HIGHLIGHTS	(continued)

ENHANCED 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

9/30/2008

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

9/30/2008


(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 Funds § Institutional Class § Prospectus 115



FINANCIAL HIGHLIGHTS	(continued)

ENHANCED 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

9/30/2008

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

9/30/2008


(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.

116 Prospectus § TIAA-CREF Funds § Institutional Class



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	9/30/2008		$	XX	$	XX	$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	9/30/2007			10.97		0.20		1.38		1.58		(0.18	)		(0.12	)		(0.30	)		12.25
	9/30/2006			10.13		0.18		0.80		0.98		(0.14	)		(0.00	)(d)		(0.14	)		10.97
	9/30/2005			8.96		0.18		1.16		1.34		(0.13	)		(0.04	)		(0.17	)		10.13
	9/30/2004			7.96		0.14		0.99		1.13		(0.13	)		—			(0.13	)		8.96

Retirement Class	9/30/2008			XX		XX		XX		XX		XX			XX			XX			XX
	9/30/2007			11.08		0.17		1.40		1.57		(0.16	)		(0.12	)		(0.28	)		12.37
	9/30/2006			10.23		0.15		0.81		0.96		(0.11	)		—			(0.11	)		11.08
	9/30/2005			9.08		0.14		1.17		1.31		(0.12	)		(0.04	)		(0.16	)		10.23
	9/30/2004			8.01		0.10		1.00		1.10		(0.03	)		—			(0.03	)		9.08

Retail Class	9/30/2008			XX		XX		XX		XX		XX			XX			XX			XX
	9/30/2007			10.18		0.18		1.29		1.47		(0.18	)		(0.12	)		(0.30	)		11.35
	9/30/2006	(c)		10.00		0.10		0.08		0.18		—			—			—			10.18

TIAA-CREF Funds § Institutional Class § Prospectus 117



							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		9/30/2008			XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
		9/30/2007			14.65			186,561		0.23			0.20			1.66			30
		9/30/2006			9.77			129,712		0.19			0.17			1.69			18
		9/30/2005			15.03			114,491		0.10			0.10			1.87			17
		9/30/2004			14.23			82,778		0.10			0.08			1.54			7

Retirement Class		9/30/2008			XX			XX		XX			XX			XX			XX
		9/30/2007			14.36			145,444		0.48			0.45			1.43			30
		9/30/2006			9.45			79,640		0.50			0.45			1.41			18
		9/30/2005			14.41			50,855		0.44			0.44			1.46			17
		9/30/2004			13.78			28,870		0.52			0.44			1.15			7

Retail Class		9/30/2008			XX			XX		XX			XX			XX			XX
		9/30/2007			14.67			173,911		0.51			0.21			1.63			30
		9/30/2006	(c)		1.80	(e)		21,019		0.99	(f)		0.40	(f)		1.95	(f)		18

Re-alphabetize section based on updated information.


(a)	Per share information is calculated based on average number of shares outstanding.

(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.

118 Prospectus § TIAA-CREF Funds § Institutional Class



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	9/30/2008	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	9/30/2007		15.34		0.22			0.47		0.69		(0.48	)		(0.90	)		(1.38	)		14.65
	9/30/2006		14.46		0.34			2.69		3.03		(0.57	)		(1.58	)		(2.15	)		15.34
	9/30/2005		13.50		0.52			2.47		2.99		(0.57	)		(1.46	)		(2.03	)		14.46
	9/30/2004		12.32		0.53			2.48		3.01		(0.49	)		(1.34	)		(1.83	)		13.50

Retirement Class	9/30/2008		XX		XX			XX		XX		XX			XX			XX			XX
	9/30/2007		15.66		0.19			0.49		0.68		(0.44	)		(0.90	)		(1.34	)		15.00
	9/30/2006		14.66		0.31			2.76		3.07		(0.49	)		(1.58	)		(2.07	)		15.66
	9/30/2005		13.62		0.48			2.53		3.01		(0.51	)		(1.46	)		(1.97	)		14.66
	9/30/2004		12.40		0.50			2.49		2.99		(0.43	)		(1.34	)		(1.77	)		13.62

Retail Class	9/30/2008		XX		XX			XX		XX		XX			XX			XX			XX
	9/30/2007		15.27		0.21			0.47		0.68		(0.46	)		(0.90	)		(1.36	)		14.59
	9/30/2006		14.35		0.31			2.70		3.01		(0.51	)		(1.58	)		(2.09	)		15.27
	9/30/2005		13.37		0.47			2.48		2.95		(0.51	)		(1.46	)		(1.97	)		14.35
	9/30/2004		12.22		0.49			2.45		2.94		(0.45	)		(1.34	)		(1.79	)		13.37

TIAA-CREF Funds § Institutional Class § Prospectus 119



					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	9/30/2008		XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
	9/30/2007		4.26			252,164		0.58			0.55			1.39			116
	9/30/2006		23.49			218,442		0.42			0.42			2.40			174
	9/30/2005		22.87			240,806		0.17			0.17			3.66			244
	9/30/2004		26.30			156,193		0.16			0.15			4.12			349

Retirement Class	9/30/2008		XX			XX		XX			XX			XX			XX
	9/30/2007		4.11			191,671		0.84			0.80			1.18			116
	9/30/2006		23.45			197,157		0.71			0.70			2.14			174
	9/30/2005		22.86			150,382		0.48			0.48			3.36			244
	9/30/2004		25.81			69,980		0.50			0.47			3.88			349

Retail Class	9/30/2008		XX			XX		XX			XX			XX			XX
	9/30/2007		4.26			174,936		0.83			0.65			1.32			116
	9/30/2006		23.50			189,084		0.62			0.62			2.21			174
	9/30/2005		22.89			160,218		0.46			0.46			3.37			244
	9/30/2004		25.84			107,695		0.50			0.45			3.87			349


(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.

120 Prospectus § TIAA-CREF Funds § Institutional Class



FINANCIAL HIGHLIGHTS	(continued)

MANAGED ALLOCATION 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 Year

Institutional Class	9/30/2008		$	XX	$	XX		$	XX	$	XX	$	XX		$	XX	$	XX		$	XX
	9/30/2007			10.11		0.33			1.12		1.45		(0.53	)		—		(0.53	)		11.03

	9/30/2006			10.00		0.11			0.11		0.22		(0.11	)		—		(0.11	)		10.11

Retirement Class	9/30/2008			XX		XX			XX		XX		XX			XX		XX			XX
	9/30/2007			10.13		0.35			1.06		1.41		(0.51	)		—		(0.51	)		11.03

	9/30/2006			10.00		0.11			0.11		0.22		(0.09	)		—		(0.09	)		10.13

Retail Class	9/30/2008			XX		XX			XX		XX		XX			XX		XX			XX
	9/30/2007			10.16		0.22			1.21		1.43		(0.54	)		—		(0.54	)		11.05
	9/30/2006			10.00		0.13			0.10		0.23		(0.07	)		—		(0.07	)		10.16

TIAA-CREF Funds § Institutional Class § Prospectus 121



						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	9/30/2008			XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
	9/30/2007			14.68			4,718		0.12			0.00			3.12			13

	9/30/2006			2.25	(c)		2,046		1.50	(d)		0.00	(d)		2.26	(d)		8

Retirement Class	9/30/2008			XX			XX		XX			XX			XX			XX
	9/30/2007			14.27			16,570		0.37			0.25			3.26			13

	9/30/2006			2.17	(c)		8,358		1.59	(d)		0.25	(d)		2.14	(d)		8

Retail Class	9/30/2008			XX			XX		XX			XX			XX			XX
	9/30/2007			14.47			620,616		0.45			0.00			1.99			13
	9/30/2006			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.

122 Prospectus § TIAA-CREF Funds § Institutional Class



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	9/30/2008		$	XX	$	XX		$	XX		$	XX	$	XX		$	XX		$	XX		$	XX		$	XX
	9/30/2007			9.97		0.49			(0.03	)		0.46		(0.49	)		—			—			(0.49	)		9.94
	9/30/2006			10.10		0.47			(0.13	)		0.34		(0.47	)		—			—			(0.47	)		9.97
	9/30/2005			10.29		0.42			(0.14	)		0.28		(0.42	)		(0.04	)		(0.01	)		(0.47	)		10.10
	9/30/2004			10.81		0.41			(0.06	)		0.35		(0.42	)		(0.45	)		—			(0.87	)		10.29

Retirement Class	9/30/2008			XX		XX			XX			XX		XX			XX			XX			XX			XX
	9/30/2007			10.13		0.47			(0.03	)		0.44		(0.47	)		—			—			(0.47	)		10.10

	9/30/2006	(b)		10.00		0.24			0.11			0.35		(0.22	)		—			—			(0.22	)		10.13

Retail Class	9/30/2008			XX		XX			XX			XX		XX			XX			XX			XX			XX
	9/30/2007			10.11		0.49			(0.03	)		0.46		(0.48	)		—			—			(0.48	)		10.09
	9/30/2006	(c)		10.00		0.23			0.11			0.34		(0.23	)		—			—			(0.23	)		10.11

TIAA-CREF Funds § Institutional Class § Prospectus 123



	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		9/30/2008			XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
		9/30/2007			4.74			1,615,363		0.32			0.32			4.91			189
		9/30/2006			3.46			1,709,874		0.25			0.25			4.71			183
		9/30/2005			2.86			1,455,931		0.14			0.14			4.10			274
		9/30/2004			3.46			931,386		0.14			0.14			3.94			90

Retirement Class		9/30/2008			XX			XX		XX			XX			XX			XX
		9/30/2007			4.43			8,302		0.59			0.59			4.69			189

		9/30/2006	(b)		3.52	(d)		1,270		7.70	(e)		0.55	(e)		4.69	(e)		183

Retail Class		9/30/2008			XX			XX		XX			XX			XX			XX
		9/30/2007			4.68			7,078		0.60			0.42			4.87			189
		9/30/2006	(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.

124 Prospectus § TIAA-CREF Funds § Institutional Class



FINANCIAL HIGHLIGHTS	(continued)

BOND PLUS 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		9/30/2008		$	XX	$	XX		$	XX		$	XX	$	XX		$	XX		$	XX		$	XX
		9/30/2007			10.10		0.51			(0.10	)		0.41		(0.51	)		(0.00	)(e)		(0.51	)		10.00

		9/30/2006			10.00		0.26			0.10			0.36		(0.26	)		—			(0.26	)		10.10

Retirement Class		9/30/2008			XX		XX			XX			XX		XX			XX			XX			XX
		9/30/2007			10.12		0.49			(0.09	)		0.40		(0.50	)		(0.00	) (e)		(0.50	)		10.02

		9/30/2006			10.00		0.25			0.10			0.35		(0.23	)		—			(0.23	)		10.12

Retail Class		9/30/2008			XX		XX			XX			XX		XX			XX			XX			XX
		9/30/2007			10.12		0.50			(0.10	)		0.40		(0.50	)		(0.00	) (e)		(0.50	)		10.02
		9/30/2006			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		9/30/2008			XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
		9/30/2007			4.16			282,159		0.42			0.35			5.12			137

		9/30/2006			3.62	(c)		57,393		0.62	(d)		0.35	(d)		5.15	(d)		92

Retirement Class		9/30/2008			XX			XX		XX			XX			XX			XX
		9/30/2007			4.01			8,830		0.72			0.55			4.92			137

		9/30/2006			3.54	(c)		2,474		4.86	(d)		0.55	(d)		5.03	(d)		92

Retail Class		9/30/2008			XX			XX		XX			XX			XX			XX
		9/30/2007			4.09			264,897		0.77			0.41			5.07			137
		9/30/2006			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 Funds § Institutional Class § Prospectus 125



SHORT-TERM BOND 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		9/30/2008		$	XX	$	XX		$	XX		$	XX	$	XX		$	XX		$	XX		$	XX
		9/30/2007			10.04		0.48			0.00	(e)		0.48		(0.48	)		(0.00	)(e)		(0.48	)		10.04

		9/30/2006			10.00		0.24			0.04			0.28		(0.24	)		—			(0.24	)		10.04

Retirement Class		9/30/2008			XX		XX			XX			XX		XX			XX			XX			XX
		9/30/2007			10.06		0.46			0.00	(e)		0.46		(0.47	)		(0.00	)(e)		(0.47	)		10.05

		9/30/2006			10.00		0.24			0.03			0.27		(0.21	)		—			(0.21	)		10.06

Retail Class		9/30/2008			XX		XX			XX			XX		XX			XX			XX			XX
		9/30/2007			10.05		0.47			0.01			0.48		(0.48	)		(0.00	)(e)		(0.48	)		10.05
		9/30/2006			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		9/30/2008			XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
		9/30/2007			4.87			163,035		0.40			0.30			4.76			82

		9/30/2006			2.83	(c)		56,867		0.55	(d)		0.30	(d)		4.87	(d)		83

Retirement Class		9/30/2008			XX			XX		XX			XX			XX			XX
		9/30/2007			4.63			12,785		0.67			0.50			4.58			82

		9/30/2006			2.75	(c)		2,473		4.50	(d)		0.50	(d)		4.76	(d)		83

Retail Class		9/30/2008			XX			XX		XX			XX			XX			XX
		9/30/2007			4.86			101,059		0.76			0.34			4.69			82
		9/30/2006			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.

126 Prospectus § TIAA-CREF Funds § Institutional Class


FINANCIAL HIGHLIGHTS	(continued)


HIGH-YIELD 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		9/30/2008		$	XX	$	XX		$	XX		$	XX	$	XX		$	XX	$	XX		$	XX
		9/30/2007			9.92		0.72			0.02			0.74		(0.72	)		—		(0.72	)		9.94

		9/30/2006			10.00		0.35			(0.08	)		0.27		(0.35	)		—		(0.35	)		9.92

Retirement Class		9/30/2008			XX		XX			XX			XX		XX			XX		XX			XX
		9/30/2007			9.92		0.71			0.03			0.74		(0.71	)		—		(0.71	)		9.95

		9/30/2006			10.00		0.36			(0.12	)		0.24		(0.32	)		—		(0.32	)		9.92

Retail Class		9/30/2008			XX		XX			XX			XX		XX			XX		XX			XX
		9/30/2007			9.94		0.72			0.03			0.75		(0.71	)		—		(0.71	)		9.98
		9/30/2006			10.00		0.35			(0.09	)		0.26		(0.32	)		—		(0.32	)		9.94

TIAA-CREF Funds § Institutional Class § Prospectus 127



							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		9/30/2008			XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
		9/30/2007			7.66			228,834		0.49			0.40			7.30			43

		9/30/2006			2.82	(c)		53,478		0.67	(d)		0.40	(d)		7.16	(d)		26

Retirement Class		9/30/2008			XX			XX		XX			XX			XX			XX
		9/30/2007			7.61			15,869		0.73			0.60			7.10			43

		9/30/2006			2.51	(c)		6,620		5.28	(d)		0.60	(d)		7.19	(d)		26

Retail Class		9/30/2008			XX			XX		XX			XX			XX			XX
		9/30/2007			7.76			143,329		0.76			0.47			7.25			43
		9/30/2006			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.

128 Prospectus § TIAA-CREF Funds § Institutional Class



FINANCIAL HIGHLIGHTS
	(continued)
TAX-EXEMPT BOND 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	9/30/2008		$	XX	$	XX		$	XX		$	XX	$	XX		$	XX	$	XX		$	XX
	9/30/2007			10.19		0.38			(0.06	)		0.32		(0.38	)		—		(0.38	)		10.13

	9/30/2006			10.00		0.19			0.19			0.38		(0.19	)		—		(0.19	)		10.19

Retail Class	9/30/2008			XX		XX			XX			XX		XX			XX		XX			XX
	9/30/2007			10.20		0.38			(0.06	)		0.32		(0.38	)		—		(0.38	)		10.14
	9/30/2006			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		9/30/2008			XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
		9/30/2007			3.21			75,790		0.46			0.35			3.76			48

		9/30/2006			3.85	(c)		51,414		0.63	(d)		0.35	(d)		3.79	(d)		73

Retail Class		9/30/2008			XX			XX		XX			XX			XX			XX
		9/30/2007			3.16			179,606		0.72			0.39			3.76			48
		9/30/2006			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 Funds § Institutional Class § Prospectus 129

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	9/30/2008		$	XX	$	XX		$	XX		$	XX	$	XX		$	XX		$	XX		$	XX
	9/30/2007			10.08		0.41			0.03			0.44		(0.40	)		—			(0.40	)		10.12
	9/30/2006			10.69		0.56			(0.39	)		0.17		(0.57	)		(0.21	)		(0.78	)		10.08
	9/30/2005			10.75		0.43			0.12			0.55		(0.46	)		(0.15	)		(0.61	)		10.69
	9/30/2004			10.51		0.45			0.30			0.75		(0.42	)		(0.09	)		(0.51	)		10.75

Retirement Class	9/30/2008			XX		XX			XX			XX		XX			XX			XX			XX

	9/30/2007			10.19		0.45			(0.02	)		0.43		(0.39	)		—			(0.39	)		10.23
	9/30/2006	(b)		10.00		0.31			0.09			0.40		(0.21	)		—			(0.21	)		10.19

Retail Class	9/30/2008			XX		XX			XX			XX		XX			XX			XX			XX
	9/30/2007			9.93		0.38			0.04			0.42		(0.39	)		—			(0.39	)		9.96
	9/30/2006			10.54		0.54			(0.39	)		0.15		(0.55	)		(0.21	)		(0.76	)		9.93
	9/30/2005			10.63		0.43			0.11			0.54		(0.48	)		(0.15	)		(0.63	)		10.54
	9/30/2004			10.39		0.49			0.24			0.73		(0.40	)		(0.09	)		(0.49	)		10.63

130 Prospectus § TIAA-CREF 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		9/30/2008			XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
		9/30/2007			4.51			438,862		0.36			0.35			4.07			26
		9/30/2006			1.70			363,157		0.28			0.28			5.46			83
		9/30/2005			5.19			325,636		0.14			0.14			3.97			239
		9/30/2004			7.36			382,305		0.15			0.14			4.27			151

Retirement Class		9/30/2008			XX			XX		XX			XX			XX			XX
		9/30/2007			4.29			17,840		0.61			0.55			4.47			26

		9/30/2006	(b)		4.04	(c)		5,661		2.44	(d)		0.55	(d)		6.08	(d)		83

Retail Class		9/30/2008			XX			XX		XX			XX			XX			XX
		9/30/2007			4.35			56,824		0.63			0.48			3.85			26
		9/30/2006			1.53			59,388		0.47			0.43			5.32			83
		9/30/2005			5.14			70,277		0.30			0.30			4.04			239
		9/30/2004			7.20			95,536		0.33			0.30			4.67			151


(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 Funds § Institutional Class § Prospectus 131


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	9/30/2008		$	XX	$	XX		$	XX	$	XX	$	XX		$	XX	$	XX		$	XX
	9/30/2007			1.00		0.05			—		0.05		(0.05	)		—		(0.05	)		1.00
	9/30/2006			1.00		0.05			—		0.05		(0.05	)		—		(0.05	)		1.00
	9/30/2005			1.00		0.03			—		0.03		(0.03	)		—		(0.03	)		1.00
	9/30/2004			1.00		0.01			—		0.01		(0.01	)		—		(0.01	)		1.00

Retirement Class	9/30/2008			XX		XX			XX		XX		XX			XX		XX			XX
	9/30/2007			1.00		0.05			—		0.05		(0.05	)		—		(0.05	)		1.00

	9/30/2006	(b)		1.00		0.03			—		0.03		(0.03	)		—		(0.03	)		1.00

Retail Class	9/30/2008			XX		XX			XX		XX		XX			XX		XX			XX
	9/30/2007			1.00		0.05			—		0.05		(0.05	)		—		(0.05	)		1.00
	9/30/2006	(c)		1.00		0.03			—		0.03		(0.03	)		—		(0.03	)		1.00

132 Prospectus § TIAA-CREF 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

							Total	(f)	Net	(g)

Institutional Class	9/30/2008		XX	%	$	XX	XX	%	XX	%	XX	%

	9/30/2007		5.37			235,421	0.14		0.14		5.21
	9/30/2006		4.70			272,119	0.14		0.13		4.65
	9/30/2005		2.68			200,545	0.09		0.09		2.65
	9/30/2004		1.10			179,775	0.09		0.09		1.10

Retirement Class	9/30/2008		XX			XX	XX		XX		XX
	9/30/2007		5.12			98,903	0.39		0.35		5.01

	9/30/2006	(b)	2.45	(d)		43,804	0.71	(e)	0.35	(e)	5.07	(e)

Retail Class	9/30/2008		XX			XX	XX		XX		XX
	9/30/2007		5.25			1,034,417	0.43		0.25		5.11
	9/30/2006	(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 Funds § Institutional Class § Prospectus 133

FOR MORE INFORMATION ABOUT TIAA-CREF 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.

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 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 may mail only one copy of the Funds’ Prospectus, prospectus supplements, annual and semiannual reports, or any other required documents, to your household, even if more than one shareholder lives there. If you would prefer to continue receiving your own copy of any of these documents, you may call the Funds toll-free or write to the Funds as follows:


	By telephone:
		Call 800 478-2966

	In writing:
		TIAA-CREF 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, 2009

TIAA-CREF FUNDS
(Formerly, the 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

§	Bond Fund

§	Bond Plus Fund

§	Short-Term Bond Fund

§	High-Yield Fund

§	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 Funds (the “Trust”). The Trust also offers Institutional and Retail class shares through separate prospectuses dated February 1, 2009.

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, although certain investments in the Money Market Fund are guaranteed by the U.S. Department of Treasury’s Temporary Guarantee Program for Money Market Funds (the “Program”). The Program imposes a number of restrictions and conditions and does not protect shares in the Fund acquired after a certain date (see below). 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.

(TIAA CREF LOGO)

TABLE OF CONTENTS




Note to Investors
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		4
Active Equity Funds		6
Growth & Income Fund		6
International Equity Fund		6
Large-Cap Growth Fund		7
Large-Cap Value Fund		8
Mid-Cap Growth Fund		9
Mid-Cap Value Fund		9
Small-Cap Equity Fund		10
Index Funds		10
Large-Cap Growth Index Fund		11
Large-Cap Value Index Fund		11
Equity Index Fund		11
S&P 500 Index Fund		11
Mid-Cap Growth Index Fund		12
Mid-Cap Value Index Fund		12
Mid-Cap Blend Index Fund		12
Small-Cap Growth Index Fund		12
Small-Cap Value Index Fund		12
Small-Cap Blend Index Fund		12
International Equity Index Fund		12
Specialty Equity Fund		13
Social Choice Equity Fund		13
Real Estate Securities Fund		14
Balanced Fund		15
Managed Allocation Fund		15
Fixed-Income Funds		17
Principal Risks of Investing in the Fixed-Income Funds		17
Bond Fund		18
Bond Plus Fund		19
Short-Term Bond Fund		20
High-Yield Fund		20
Inflation-Linked Bond Fund		21
Money Market Fund		22
Money Market Fund		22
Past Performance		23
Fees and Expenses		37
Additional Information About Investment Objectives, Strategies and Risks		39
Investment Management Styles		39
More About Benchmarks and Other Indices		39
Additional Investment Strategies		42
The Equity Funds		42
The Real Estate Securities Fund		43
The Fixed-Income Funds		43
The Money Market Fund		43
Portfolio Holdings		43
Portfolio Turnover		43

Share Classes		43

Management of the Funds		44
The Funds’ Investment Adviser		44
Portfolio Management Teams		47
Other Services		53

Distribution Arrangements		53

Calculating Share Price		54

Dividends and Distributions		54

Taxes		56

Your Account: Purchasing, Redeeming or Exchanging Shares		57
Retirement Class Eligibility		57
How to Purchase Shares		57
How to Redeem Shares		60
How to Exchange Shares		61
Conversion of Shares		62
Market Timing/Excessive Trading Policy		64
Redemption or Exchange Fee		65
Electronic Prospectuses		66

Glossary		66

Financial Highlights		67

Note to Investors:

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


	TARGET FUNDS		ACQUIRING FUNDS
	TIAA-CREF Mid-Cap Growth Index Fund
	TIAA-CREF Mid-Cap Value Index Fund		TIAA-CREF Equity Index Fund
	TIAA-CREF Mid-Cap Blend Index Fund
	TIAA-CREF Small-Cap Growth Index Fund		TIAA-CREF Small-Cap Blend Index Fund
	TIAA-CREF Small-Cap Value Index Fund		TIAA-CREF Small-Cap Blend Index Fund

Additional information about the reorganizations will be provided in a more detailed mailing that will be sent to each Target Fund shareholder well in advance of the date of the reorganizations.

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

TIAA-CREF Funds § Retirement Class § Prospectus 3



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

	•	Bond Fund

	•	Bond Plus Fund

	•	Short-Term Bond Fund

	•	High-Yield Fund

	•	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.

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.

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

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

4 Prospectus § TIAA-CREF Funds § Retirement Class


		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.

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.

	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:

TIAA-CREF Funds § Retirement Class § Prospectus 5


	•	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, 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.

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 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.

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.

6 Prospectus § TIAA-CREF 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.

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.

TIAA-CREF Funds § Retirement Class § Prospectus 7

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.

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.

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.

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

8 Prospectus § TIAA-CREF Funds § Retirement Class

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 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.

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.

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.

TIAA-CREF Funds § Retirement Class § Prospectus 9

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.


	•	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.

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

10 Prospectus § TIAA-CREF Funds § Retirement Class

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

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

Large-Cap Growth Index Fund

Fund Benchmark: Russell 1000^® Growth Index.

Large-Cap Value Index Fund

Fund Benchmark: Russell 1000^® Value Index.

Equity Index Fund

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

Fund Benchmark: S&P 500^®Index.

TIAA-CREF Funds § Retirement Class § Prospectus 11

Mid-Cap Growth Index Fund

Fund Benchmark: Russell Midcap^® Growth Index.

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.

Mid-Cap Blend Index Fund

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.

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.

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

Fund Benchmark: MSCI EAFE^®Index.

12 Prospectus § TIAA-CREF Funds § Retirement Class

Specialty Equity Fund

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

Social Choice Equity Fund

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 its benchmark, the Russell 3000® Index, while investing only in companies whose activities are consistent with the Fund’s social criteria. See “More About Benchmarks and Other Indices” below for more information about the Fund’s benchmark.


•	Strong stewards of the environment;

•	Devoted to serving local communities and society generally;

•	Committed to higher labor standards for their own employees and those in the supply chain;

•	Dedicated to producing high-quality and safe products; and

•	Managed in an exemplary and ethical manner.

TIAA-CREF Funds § Retirement Class § Prospectus 13

consideration to how companies address the risks and opportunities they face in the context of their sector or industry and relative to their peers.

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

14 Prospectus § TIAA-CREF Funds § Retirement Class

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.

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.

Managed Allocation Fund

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.

TIAA-CREF Funds § Retirement Class § Prospectus 15



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

	•	Mid-Cap Growth Fund, which invests primarily in mid-cap equity securities that Advisors believes present the opportunity for growth.

	•	Mid-Cap Value Fund, which invests primarily in mid-cap equity securities that Advisors believes are undervalued by the market based on an evaluation of their potential worth.

	•	Enhanced International Equity Index Fund, which seeks to enhance the return of the Fund relative to the MSCI EAFE ® Index by investing in equity securities of foreign issuers within this index, but not necessarily at index weightings.

	•	Enhanced Large-Cap Growth Index Fund, which seeks to enhance the return of the Fund relative to the Russell 1000® Growth Index by investing in large-cap equity securities of issuers within this index, but not necessarily at index weightings.

	•	Enhanced Large-Cap Value Index Fund, which seeks to enhance the return of the Fund relative to the Russell 1000® Value Index by investing in large-cap equity securities of issuers within this index, but not necessarily at index weightings.

For the real estate securities component of its asset allocation strategy, the Managed Allocation Fund 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, 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, 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, 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’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 of three benchmark indices representing three types of market sectors within the equity and fixed-income underlying fund asset classes, i.e., domestic equity, international equity and fixed income. The composite index is created by applying the results of the benchmark for each of these three market sectors in proportion to the Fund’s target allocations among the three market sectors. For more information about the different indices that comprise the Fund’s composite benchmark index, please see “More About Benchmarks and Other Indices” below.

16 Prospectus § TIAA-CREF Funds § Retirement Class

to the risks associated with the types of securities or sectors that they track, while ETNs, which are structured as fixed-income obligations, will also be subject to the general risks of fixed-income securities, including credit risk.

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.

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 five Funds that invest primarily in fixed-income securities: Bond Fund, Bond Plus Fund, Short-Term Bond Fund, High-Yield Fund 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

TIAA-CREF Funds § Retirement Class § Prospectus 17


	•	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.

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, 2008, the duration of the Lehman Brothers U.S. Aggregate Index was _____ 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.

18 Prospectus § TIAA-CREF Funds § Retirement 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.

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

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, 2008, the duration of the index was _____ 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.

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 may also react strongly to adverse news about an issuer or the economy, or the perception or expectation of adverse news.

TIAA-CREF Funds § Retirement Class § Prospectus 19

believe the issuer’s business outlook or creditworthiness has deteriorated. If that happens to a security in the Bond Plus Fund, 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.

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

Short-Term Bond Fund

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 U.S. Government/Credit (1-5 years) 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.

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

High-Yield Fund

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.

20 Prospectus § TIAA-CREF Funds § Retirement Class


	•	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.

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.

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 Funds § Retirement Class § Prospectus 21

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 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, 2008, the duration of the Lehman Brothers U.S. Treasury Inflation-Protected Securities Index was _______ 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.

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;

	(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

22 Prospectus § TIAA-CREF Funds § Retirement Class


	(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 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.

[Disclosure on participation in temporary money market fund guarantee program to be inserted if the U.S. Treasury continues the program]

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

PAST PERFORMANCE

The following 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). The performance shown for the Retirement Class that is prior to a Fund’s inception date (see the performance tables for inception dates) 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. Below each chart, the best and worst returns for a calendar quarter during the periods shown in the chart 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, 2008, and how those returns compare to those of broad-based securities market indices. For the Managed Allocation Fund, returns are also compared to a composite benchmark index based on three indices that represent the market sectors in which the Fund invests.

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.

TIAA-CREF Funds § Retirement Class § Prospectus 23

ANNUAL TOTAL RETURNS FOR THE RETIREMENT CLASS (%)

Growth & Income Fund

Best quarter: _____% for the quarter ended ___________. Worst quarter: ____%, for the quarter ended _________________.

International Equity Fund

Best quarter: _____% for the quarter ended ______________. Worst quarter: _____%, for the quarter ended _______________.

Large-Cap Growth Fund

Best quarter: _____% for the quarter ended ____________. Worst quarter: _____%, for the quarter ended _______________.

Large-Cap Value Fund

Best quarter: _____% for the quarter ended ______________. Worst quarter: _____%, for the quarter ended ________________.

24 Prospectus § TIAA-CREF Funds § Retirement Class


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

Mid-Cap Growth Fund

Best quarter: _____% for the quarter ended _________. Worst quarter: _____%, for the quarter ended _______________.

Mid-Cap Value Fund

Best quarter: _____% for the quarter ended ___________. Worst quarter: _____%, for the quarter ended ______________.

Small-Cap Equity Fund

Best quarter: _____% for the quarter ended _____________. Worst quarter: _____%, for the quarter ended _______________.

Large-Cap Growth Index Fund

Best quarter: _____% for the quarter ended ______________. Worst quarter: ______%, for the quarter ended ________________.

TIAA-CREF Funds § Retirement Class § Prospectus 25


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

Large-Cap Value Index Fund

Best quarter: _____% for the quarter ended _________. Worst quarter: _____%, for the quarter ended _______________.

Equity Index Fund

Best quarter: _____% for the quarter ended _________. Worst quarter: _____%, for the quarter ended _______________.

S&P 500 Index Fund

Best quarter: _____% for the quarter ended _________. Worst quarter: _____%, for the quarter ended _______________.

Mid-Cap Growth Index Fund

Best quarter: _____% for the quarter ended _________. Worst quarter: _____%, for the quarter ended _______________.

26 Prospectus § TIAA-CREF Funds § Retirement Class


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

Mid-Cap Value Index Fund

Best quarter: _____% for the quarter ended ______________. Worst quarter: ______%, for the quarter ended ____________.

Mid-Cap Blend Index Fund

Best quarter: _____% for the quarter ended ___________. Worst quarter: ______%, for the quarter ended ____________.

Small-Cap Growth Index Fund

Best quarter: _____% for the quarter ended ______________. Worst quarter: ______%, for the quarter ended ____________.

Small-Cap Value Index Fund

Best quarter: _____% for the quarter ended ___________. Worst quarter: _____%, for the quarter ended_____________.

TIAA-CREF Funds § Retirement Class § Prospectus 27


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

Small-Cap Blend Index Fund

Best quarter: _____% for the quarter ended ______________. Worst quarter: ______%, for the quarter ended ____________.

International Equity Index Fund

Best quarter: _____% for the quarter ended ______________. Worst quarter: ______%, for the quarter ended ____________.

Social Choice Equity Fund

Best quarter: _____% for the quarter ended ______________. Worst quarter: ______%, for the quarter ended ____________.

Real Estate Securities Fund

Best quarter: ______% for the quarter ended ______________. Worst quarter: _____%, for the quarter ended ______________.

28 Prospectus § TIAA-CREF Funds § Retirement Class


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

Managed Allocation Fund

Best quarter: _____% for the quarter ended ______________. Worst quarter: _____%, for the quarter ended ________________.

Bond Fund

Best quarter: ______% for the quarter ended _____________. Worst quarter: _____%, for the quarter ended ______________.

Bond Plus Fund

Best quarter: _____% for the quarter ended _______________. Worst quarter: ______%, for the quarter ended ______________.

Short-Term Bond Fund

Best quarter: _____% for the quarter ended _______________. Worst quarter: _____%, for the quarter ended ______________.

TIAA-CREF Funds § Retirement Class § Prospectus 29


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

High-Yield Fund

Best quarter: _____% for the quarter ended ____________. Worst quarter: _____%, for the quarter ended _______________.

Inflation-Linked Bond Fund

Best quarter: _____% for the quarter ended ____________. Worst quarter: _____%, for the quarter ended _______________.

Money Market Fund

Best quarter: _____% for the quarter ended ____________. Worst quarter: _____%, for the quarter ended _______________.

30 Prospectus § TIAA-CREF Funds § Retirement Class

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



	One Year (January 1, 2008 to December 31, 2008)		Five Years (January 1, 2004 to December 31, 2008)			Since Inception to December 31, 2008

Growth & Income Fund
Inception Date: October 1, 2002
Return Before Taxes		%			%		%¹
Return After Taxes on Distributions		%			%		%¹
Return After Taxes on Distributions and Sale of Fund Shares		%			%		%¹
S&P 500^® Index		%			%		%

International Equity Fund
Inception Date: October 1, 2002
Return Before Taxes		%			%		%¹
Return After Taxes on Distributions		%			%		%¹
Return After Taxes on Distributions and Sale of Fund Shares		%			%		%¹
MSCI EAFE^® Index		%			%		%

Large-Cap Growth Fund
Inception Date: March 31, 2006
Return Before Taxes		%		—			%
Return After Taxes on Distributions		%		—			%
Return After Taxes on Distributions and Sale of Fund Shares		%		—			%
Russell 1000^® Growth Index		%		—			%

Large-Cap Value Fund
Inception Date: October 1, 2002
Return Before Taxes		%			%		%
Return After Taxes on Distributions		%			%		%
Return After Taxes on Distributions and Sale of Fund Shares		%			%		%
Russell 1000^®Value Index		%			%		%

Mid-Cap Growth Fund
Inception Date: October 1, 2002
Return Before Taxes		%			%		%
Return After Taxes on Distributions		%			%		%
Return After Taxes on Distributions and Sale of Fund Shares		%			%		%
Russell Midcap^® Growth Index		%			%		%

TIAA-CREF Funds § Retirement Class § Prospectus 31



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


	One Year (January 1, 2008 to December 31, 2008)		Five Years (January 1, 2004 to December 31, 2008)		Since Inception to December 31, 2008

Mid-Cap Value Fund
Inception Date: October 1, 2002
Return Before Taxes		%		%		%
Return After Taxes on Distributions		%		%		%
Return After Taxes on Distributions and Sale of Fund Shares		%		%		%
Russell Midcap^® Value Index		%		%		%

Small-Cap Equity Fund
Inception Date: October 1, 2002
Return Before Taxes		%		%		%
Return After Taxes on Distributions		%		%		%
Return After Taxes on Distributions and Sale of Fund Shares		%		%		%
Russell 2000^® Index		%		%		%

Large-Cap Growth Index Fund
Inception Date: October 1, 2002
Return Before Taxes		%		%		%
Return After Taxes on Distributions		%		%		%
Return After Taxes on Distributions and Sale of Fund Shares		%		%		%
Russell 1000^® Growth Index		%		%		%

Large-Cap Value Index Fund
Inception Date: October 1, 2002
Return Before Taxes		%		%		%
Return After Taxes on Distributions		%		%		%
Return After Taxes on Distributions and Sale of Fund Shares		%		%		%
Russell 1000^® Value Index		%		%		%

Equity Index Fund
Inception Date: March 31, 2006
Return Before Taxes		%		%¹		%¹
Return After Taxes on Distributions		%		%¹		%¹
Return After Taxes on Distributions and Sale of Fund Shares		%		%¹		%¹
Russell 3000^® Index		%		%		%

S&P 500 Index Fund
Inception Date: October 1, 2002
Return Before Taxes		%		%		%
Return After Taxes on Distributions		%		%		%
Return After Taxes on Distributions and Sale of Fund Shares		%		%		%
S&P 500^® Index		%		%		%

32 Prospectus § TIAA-CREF Funds § Retirement Class



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


	One Year (January 1, 2008 to December 31, 2008)		Five Years (January 1, 2004 to December 31, 2008)		Since Inception to December 31, 2008

Mid-Cap Growth Index Fund
Inception Date: October 1, 2002
Return Before Taxes		%		%		%
Return After Taxes on Distributions		%		%		%
Return After Taxes on Distributions and Sale of Fund Shares		%		%		%
Russell Midcap^® Growth Index		%		%		%

Mid-Cap Value Index Fund
Inception Date: October 1, 2002
Return Before Taxes		%		%		%
Return After Taxes on Distributions		%		%		%
Return After Taxes on Distributions and Sale of Fund Shares		%		%		%
Russell Midcap^® Value Index		%		%		%

Mid-Cap Blend Index Fund
Inception Date: October 1, 2002
Return Before Taxes		%		%		%
Return After Taxes on Distributions		%		%		%
Return After Taxes on Distributions and Sale of Fund Shares		%		%		%
Russell Midcap^® Index		%		%		%

Small-Cap Growth Index Fund
Inception Date: October 1, 2002
Return Before Taxes		%		%		%
Return After Taxes on Distributions		%		%		%
Return After Taxes on Distributions and Sale of Fund Shares		%		%		%
Russell 2000^® Growth Index		%		%		%

Small-Cap Value Index Fund
Inception Date: October 1, 2002
Return Before Taxes		%		%		%
Return After Taxes on Distributions		%		%		%
Return After Taxes on Distributions and Sale of Fund Shares		%		%		%
Russell 2000^® Value Index		%		%		%

TIAA-CREF Funds § Retirement Class § Prospectus 33



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


	One Year (January 1, 2008 to December 31, 2008)		Five Years (January 1, 2004 to December 31, 2008)			Since Inception to December 31, 2008

Small-Cap Blend Index Fund
Inception Date: October 1, 2002
Return Before Taxes		%			%		%
Return After Taxes on Distributions		%			%		%
Return After Taxes on Distributions and Sale of Fund Shares		%			%		%
Russell 2000^® Index		%			%		%

International Equity Index Fund
Inception Date: October 1, 2002
Return Before Taxes		%			%		%
Return After Taxes on Distributions		%			%		%
Return After Taxes on Distributions and Sale of Fund Shares		%			%		%
MSCI EAFE^® Index		%			%		%

Social Choice Equity Fund
Inception Date: October 1, 2002
Return Before Taxes		%			%		%¹
Return After Taxes on Distributions		%			%		%¹
Return After Taxes on Distributions and Sale of Fund Shares		%			%		%¹
Russell 3000^® Index		%			%		%

Real Estate Securities Fund
Inception Date: October 1, 2002
Return Before Taxes		%			%		%
Return After Taxes on Distributions		%			%		%
Return After Taxes on Distributions and Sale of Fund Shares		%			%		%
Dow Jones Wilshire Real Estate Securities Index³		%			%		%

Managed Allocation Fund
Inception Date: March 31, 2006
Return Before Taxes		%		—			%
Return After Taxes on Distributions		%		—			%
Return After Taxes on Distributions and Sale of Fund Shares		%		—			%
Russell 3000^® Index		%		—			%
Managed Allocation Fund Composite Index (48% Russell 3000^®, 40% Lehman Brothers U.S.
Aggregate and 12% MSCI EAFE) ²		%		—			%

34 Prospectus § TIAA-CREF Funds § Retirement Class



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


	One Year (January 1, 2008 to December 31, 2008)		Five Years (January 1, 2004 to December 31, 2008)			Since Inception to December 31, 2008

Bond Fund
Inception Date: March 31, 2006
Return Before Taxes		%			%¹		%¹
Return After Taxes on Distributions		%			%¹		%¹
Return After Taxes on Distributions and Sale of Fund Shares		%			%¹		%¹
Lehman Brothers U.S. Aggregate Index		%			%		%

Bond Plus Fund
Inception Date: March 31, 2006
Return Before Taxes		%		—			%
Return After Taxes on Distributions		%		—			%
Return After Taxes on Distributions and Sale of Fund Shares		%		—			%
Lehman Brothers U.S. Aggregate Index		%		—			%

Short-Term Bond Fund
Inception Date: March 31, 2006
Return Before Taxes		%		—			%
Return After Taxes on Distributions		%		—			%
Return After Taxes on Distributions and Sale of Fund Shares		%		—			%
Lehman Brothers Mutual Fund Short (1–5 year) U.S. Government/Credit Index		%		—			%

High-Yield Bond Fund
Inception Date: March 31, 2006
Return Before Taxes		%		—			%
Return After Taxes on Distributions		%		—			%
Return After Taxes on Distributions and Sale of Fund Shares		%		—			%
Merrill Lynch BB/B Cash Pay Issuer Constrained Index		%		—			%

TIAA-CREF Funds § Retirement Class § Prospectus 35



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


	One Year (January 1, 2008 to December 31, 2008)		Five Years (January 1, 2004 to December 31, 2008		Since Inception to December 31, 2008

Inflation-Linked Bond Fund
Inception Date: March 31, 2006
Return Before Taxes		%		%¹		%¹
Return After Taxes on Distributions		%		%¹		%¹
Return After Taxes on Distributions and Sale of Fund Shares		%		%¹		%¹
Lehman Brothers U.S. Treasury Inflation-Protected Securities Index		%		%		%

Money Market Fund
Inception Date: March 31, 2006
Return Before Taxes		%		%¹		%¹
iMoneyNet Money Fund Report Average^TM—All Taxable		%		%		%

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	[Note: footnote to be included to show returns under old MAF composite index]

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”).

For the Money Market Fund’s most current 7-day yield, please call us at 800 842-2888.

36 Prospectus § TIAA-CREF Funds § Retirement Class

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
Expenses

Total
Annual
Fund
Operating
Expenses

Waivers and
Expense
Reimbursements

Net Annual
Fund
Operating
Expenses

Growth & Income Fund

⁴

International Equity Fund¹

Large Cap Growth Fund

⁴

Large-Cap Value Fund

Mid-Cap Growth Fund

Mid-Cap Value Fund

Small-Cap Equity Fund¹

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 Fund¹

Small-Cap Value Index Fund¹

Small-Cap Blend Index Fund¹

International Equity Index Fund¹

Social Choice Equity Fund

Real Estate Securities Fund

Managed Allocation Fund

⁵

Bond Fund

Bond Plus Fund

Short-Term Bond Fund

High-Yield Fund¹

Inflation-Linked Bond Fund

Money Market Fund


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’ 2008 annual report.

TIAA-CREF Funds § Retirement Class § Prospectus 37



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; 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; 0.60% for Bond Fund, Bond Plus Fund and Inflation-Linked Bond Fund; 0.65% for High-Yield Fund; 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 [__________] 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.] [to be updated]

⁴	The contractual management fee rate shown in the chart above is an estimated (not actual) rate to reflect the fact that the Management Fee waiver applied only to the first four calendar months of 2008.

⁵	Advisors does not receive a management fee for its services to the Managed Allocation Fund 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 will indirectly bear their pro rata share of the fees and expenses incurred by the underlying funds in which the Managed Allocation Fund invests. The Fund’s “Acquired Fund Fees and Expenses” in the table are based on the Fund’s historical allocations as of September 30, 2008. [Because of changes to the underlying funds’ expense reimbursement arrangements that took 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.] [to be updated]

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 [__________] 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:

RETIREMENT CLASS

1 Year

3 Years

5 Years

10 Years

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

$__

$___

Bond Fund

$__

$___

Bond Plus Fund

$__

$___

Short-Term Bond Fund

$__

$___

High-Yield Fund

$__

$___

Inflation-Linked Bond Fund

$__

$___

Money Market Fund

$__

$___

38 Prospectus § TIAA-CREF Funds § Retirement Class

ADDITIONAL INFORMATION ABOUT INVESTMENT
OBJECTIVES, STRATEGIES AND RISKS

Investment Management Styles


	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.

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 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, 2008, the market capitalization of companies in the Russell 1000^® Growth Index ranged from $_____ billion to $______ billion, with a mean market capitalization of $_____ billion and a median market capitalization of $ _____ 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

TIAA-CREF Funds § Retirement Class § Prospectus 39

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.

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, 2008, the market capitalization of companies in the Russell 1000^® Value Index ranged from $_____ billion to $_____ billion, with a mean market capitalization of $______ billion and a median market capitalization of $_____ 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, 2008, the market capitalization of companies in the Russell Midcap^® Growth Index ranged from $0____ billion to $_____ billion, with a mean market capitalization of $_____ billion and a median market capitalization of $_____ billion.

Russell Midcap^® Value Index

Russell 2000^®Index

40 Prospectus § TIAA-CREF Funds § Retirement Class

million to $_____ billion, with a mean market capitalization of $____ billion and a median market capitalization of $_____ 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

Russell Midcap^® Index

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, 2008, the market capitalization of companies in the Russell 2000^® Value Index ranged from $_____ million to $____ billion, with a mean market capitalization of $_____ billion and a median market capitalization of $_____ 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

Lehman Brothers U.S. Aggregate Index

TIAA-CREF Funds § Retirement Class § Prospectus 41

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

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

This is the benchmark for the Short-Term Bond Fund. The Lehman Brothers U.S. Government/Credit (1-5 year) 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

Composite Index for the Managed Allocation Fund

ADDITIONAL INVESTMENT STRATEGIES

The Equity Funds

42 Prospectus § TIAA-CREF Funds § Retirement Class

The Real Estate Securities Fund

The Fixed-Income Funds

The Money Market Fund

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. The Funds may have investors that are funds of funds, education savings plans or other asset allocation programs that are also managed by Advisors. These investors may engage in reallocations, rebalancings or other activity that may increase the Funds’ portfolio turnover rates and brokerage costs. Advisors may employ various portfolio management strategies to attempt to minimize any potential disruptive effects or costs of such activity.

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.

TIAA-CREF Funds § Retirement Class § Prospectus 43

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 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, 2008, Advisors and Investment Management together had approximately [$______] billion of registered investment company assets under management. Advisors is located at 730 Third Avenue, New York, NY 10017-3206.

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:

44 Prospectus § TIAA-CREF 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	%
Real Estate Securities Fund*	Over $1.0—$2.5	%
	Over $2.5—$4.0	%
	Over $4.0	%

For the fiscal year ended September 30, 2008, the effective annual fee rate was _____% and _____% for the International Equity Fund and Real Estate Securities Fund, respectively.

Growth & Income Fund*	$0.0—$1.0	%
Large-Cap Value Fund*	Over $1.0—$2.5	%
Large-Cap Growth Fund*	Over $2.5—$4.0	%
	Over $4.0	%

For the fiscal year ended September 30, 2008, the effective annual fee rate was _____%, _____% and _____% for the Growth & Income Fund, Large-Cap Value Fund and Large-Cap Growth Fund, respectively.

Mid-Cap Growth Fund*	$0.0—$0.5	%
Mid-Cap Value Fund*	Over $0.5—$0.75	%
Small-Cap Equity Fund*	Over $0.75—$1.00	%
	Over $1.0	%

For the fiscal year ended September 30, 2008, the effective annual fee rate was _____%, _____% and _____% for the Mid-Cap Growth Fund, Mid-Cap Value Fund and Small-Cap Equity Fund, respectively.

Large-Cap Growth Index Fund	All Assets	%
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	All Assets	%

Bond Fund*	$0.0—$1.0	%
Inflation-Linked Bond Fund*	Over $1.0—$2.5	%
Bond Plus Fund*	Over $2.5—$4.0	%
	Over $4.0	%

For the fiscal year ended September 30, 2008, the effective annual fee rate was _____% for each of the Bond Fund, Inflation-Linked Bond Fund and Bond Plus Fund.

Managed Allocation Fund	All Assets	%

Short-Term Bond Fund*	$0.0—$1.0	%
	Over $1.0—$2.5	%
	Over $2.5—$4.0	%
	Over $4.0	%

For the fiscal year ended September 30, 2008, the effective annual fee rate was ____% for the Short-Term Bond Fund.

High-Yield Fund*	$0.0—$1.0	%
	Over $1.0—$2.5	%
	Over $2.5—$4.0	%
	Over $4.0	%

For the fiscal year ended September 30, 2008, the effective annual fee rate was _____% for the High-Yield Fund.

Money Market Fund	All Assets	%

TIAA-CREF Funds § Retirement Class § Prospectus 45


*	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 Fund’s investment management agreement is available in the Funds’ annual shareholder report for the fiscal year ended September 30, 2008. 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.

46 Prospectus § TIAA-CREF Funds § Retirement Class

PORTFOLIO MANAGEMENT TEAMS


Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	Total Experience (since dates specified below)



			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, CFA Managing Director	Portfolio - Risk Management	Teachers Advisors, Inc., TIAA and its affiliates – April 1, 2008 to Present (Head of Global Equity Investments); 1999 to Present (Head of Global Equity Portfolio Management)	1999	1979	2007

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


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

TIAA-CREF Funds § Retirement Class § Prospectus 47


	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	Total Experience (since dates specified below)



			At TIAA		On Team

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

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

48 Prospectus § TIAA-CREF Funds § Retirement Class


Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	Total Experience (since dates specified below)



			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

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 Funds § Retirement Class § Prospectus 49


Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	Total Experience (since dates specified below)



			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

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

50 Prospectus § TIAA-CREF Funds § Retirement Class


Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	Total Experience (since dates specified below)



			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


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 Funds § Retirement Class § Prospectus 51


Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	Total Experience (since dates specified below)



			At TIAA	Total	On Team

REAL ESTATE SECURITIES FUND

Saira Malik Managing Director	Stock Selection	Teachers Advisors, Inc., TIAA and its affiliates – 2003 to Present (Head of Domestic Equity Research)	2003	1996	2008


MANAGED ALLOCATION FUND

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


BOND FUND

Elizabeth (Lisa) Black, CFA Managing Director	Asset Allocation (General Oversight)	Teachers Advisors, Inc., TIAA and its affiliates – 1987 to Present (currently, head of fixed-income portfolio management and asset allocation; previously head of third-party fixed-income portfolio management teams)	1987	1987	2008

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


BOND PLUS FUND

Elizabeth (Lisa) Black, CFA Managing Director	Asset Allocation (General Oversight)	Teachers Advisors, Inc., TIAA and its affiliates – 1987 to Present (currently, head of fixed-income portfolio management and asset allocation; previously head of third-party fixed-income portfolio management teams)	1987	1987	2008

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

52 Prospectus § TIAA-CREF Funds § Retirement Class


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

Elizabeth (Lisa) Black, CFA Managing Director	Asset Allocation (General Oversight)	Teachers Advisors, Inc., TIAA and its affiliates – 1987 to Present (currently, head of fixed-income portfolio management and asset allocation; previously head of third-party fixed-income portfolio management teams)	1987	1987	2008

John M. Cerra Managing Director	Lead Portfolio Manager and Asset Allocation	Teachers Advisors, Inc., TIAA and its affiliates – 1985 to Present (fixed-income credit research and portfolio management)	1985	1985	2003

HIGH-YIELD FUND

Kevin R. Lorenz, CFA Managing Director	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


INFLATION-LINKED BOND FUND

John M. Cerra Managing Director	Lead Portfolio Manager	Teachers Advisors, Inc., TIAA and its affiliates – 1985 to Present (fixed-income credit research and portfolio management)	1985	1985	2003

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 and portfolio management)	1998	1974	1999

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 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.

TIAA-CREF Funds § Retirement Class § Prospectus 53

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.

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.

DIVIDENDS AND DISTRIBUTIONS

54 Prospectus § TIAA-CREF Funds § Retirement Class




Fund	Dividend Paid	Fund	Dividend Paid

Growth & Income Fund	Quarterly	Small-Cap Growth Index Fund	Annually
International Equity Fund	Annually	Small-Cap Value Index Fund	Annually
Large-Cap Growth Fund	Annually	Small-Cap Blend Index Fund	Annually
Large-Cap Value Fund	Annually	International Equity Index Fund	Annually
Mid-Cap Growth Fund	Annually	Social Choice Equity Fund	Annually
Mid-Cap Value Fund	Annually	Real Estate Securities Fund	Quarterly
Small-Cap Equity Fund	Annually	Managed Allocation Fund	Quarterly
Large-Cap Growth Index Fund	Annually	Bond Fund	Monthly
Large-Cap Value Index Fund	Annually	Bond Plus Fund	Monthly
Equity Index Fund	Annually	Short-Term Bond Fund	Monthly
S&P 500 Index Fund	Annually	High-Yield Fund	Monthly
Mid-Cap Growth Index Fund	Annually	Inflation-Linked Bond Fund	Quarterly
Mid-Cap Value Index Fund	Annually	Money Market Fund	Monthly
Mid-Cap Blend Index Fund	Annually

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

The Bond Fund, Bond Plus Fund, Short-Term Bond Fund and High-Yield Fund declare 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.

	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.

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.

TIAA-CREF Funds § Retirement Class § Prospectus 55

TAXES

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

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.

56 Prospectus § TIAA-CREF Funds § Retirement Class

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.

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 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.

TIAA-CREF Funds § Retirement Class § Prospectus 57

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.

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.

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.

58 Prospectus § TIAA-CREF Funds § Retirement Class

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 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 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).

TIAA-CREF Funds § Retirement Class § Prospectus 59

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 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.

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.

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 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.

If you hold shares through an Eligible Investor, like a plan or intermediary, please contact the Eligible Investor for redemption requests.

60 Prospectus § TIAA-CREF 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 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 held less than 60 calendar days may be subject to the Redemption Fee (see below).

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;

TIAA-CREF Funds § Retirement Class § Prospectus 61


	•	faxing the Funds at: 800 914-8922; or

	•	writing to the Funds at: TIAA-CREF, P.O. Box 1259, Charlotte, N.C. 28201.

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, 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 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.

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.

CONVERSION OF SHARES—APPLICABLE TO ALL INVESTORS

62 Prospectus § TIAA-CREF Funds § Retirement Class

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.

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.

TIAA-CREF Funds § Retirement Class § Prospectus 63

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 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 Funds, 730 Third Ave., New York, NY 10017-3206, Attention: Director, Mutual Fund Distribution Services

MARKET TIMING/EXCESSIVE TRADING POLICY—APPLICABLE TO ALL INVESTORS

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, 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 the Money Market Fund or Short-Term Bond Fund or 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.

64 Prospectus § TIAA-CREF Funds § Retirement Class

The Funds are not appropriate for market timing. You should not invest in the Funds if you want to engage in market timing activity.

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, 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.

TIAA-CREF Funds § Retirement Class § Prospectus 65

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 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.

66 Prospectus § TIAA-CREF Funds § Retirement Class

FINANCIAL HIGHLIGHTS

[____________________] 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 four-year period ended September 30, 2008. 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 Funds § Retirement Class § Prospectus 67


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		9/30/2008		$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX

		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

Retirement Class		9/30/2008		$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX

		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

Retail Class		9/23/2008		$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX

		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

68 Prospectus § TIAA-CREF 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		9/30/2008			XX	%	$	XX		XX	%		XX	%		XX	%		XX	%

		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

Retirement Class		9/30/2008			XX			XX		XX			XX			XX			XX

		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

Retail Class		9/30/2008			XX			XX		XX			XX			XX			XX

		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 Funds § Retirement Class § Prospectus 69


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		9/30/08		$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX

		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

Retirement Class		9/30/08			XX		XX			XX		XX		XX			XX			XX			XX

		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

Retail Class		9/30/08			XX		XX			XX		XX		XX			XX			XX			XX

		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

70 Prospectus § TIAA-CREF 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		9/30/08			XX	%	$	XX		XX	%		XX	%		XX	%		XX	%

		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

Retirement Class		9/30/08			XX			XX		XX			XX			XX			XX

		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

Retail Class		9/30/08			XX			XX		XX			XX			XX			XX

		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 Funds § Retirement Class § Prospectus 71


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	9/30/08		$	XX	$	XX		$	XX		$	XX		$	XX		$	XX	$	XX		$	XX

	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	9/30/08			XX		XX			XX			XX			XX			XX		XX			XX

	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	9/30/08			XX		XX			XX			XX			XX			XX		XX			XX

	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

72 Prospectus § TIAA-CREF Funds § Retirement Class


					Ratios and Supplemental Data

											Ratio of Net Investment Income to Average Net Assets
					Net Assets, End of Period (000’s)		Ratio of Expenses to Average Net Assets
	For the Periods Ended												Portfolio Turnover Rate
			Total Return
		(b)	Total Return				Total	(e)	Net	(f)

Institutional Class	9/30/08		XX	%	$	XX	XX	%	XX	%	XX	%	XX	%

	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	9/30/08		xx			xx	xx		xx		xx		xx

	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	9/30/08		xx			xx	xx		xx		xx		xx

	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 Funds § Retirement Class § Prospectus 73


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	9/30/08	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	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

Retirement Class	9/30/08		XX		XX			XX		XX		XX			XX			XX			XX

	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

Retail Class	9/30/08		XX		XX			XX		XX		XX			XX			XX			XX

	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

74 Prospectus § TIAA-CREF Funds § Retirement Class


				Ratios and Supplemental Data

										Ratio of Net Investment Income to Average Net Assets
				Net Assets, End of Year (000’s)		Ratio of Expenses to Average Net Assets
	For the Years Ended											Portfolio Turnover Rate
		Total Return
		Total Return				Total	(b)	Net	(c)

Institutional Class	9/30/08	XX	%	$	XX	XX	%	XX	%	XX	%	XX	%
	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

Retirement Class	9/30/08	XX			XX	XX		XX		XX		XX

	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

Retail Class	9/30/08	XX			XX	XX		XX		XX		XX

	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


(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 Funds § Retirement Class § Prospectus 75


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	9/30/08	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	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

Retirement Class	9/30/08		XX		XX			XX		XX		XX			XX			XX			XX

	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

Retail Class	9/30/08		XX		XX			XX		XX		XX			XX			XX			XX

	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

76 Prospectus § TIAA-CREF 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	9/30/08	XX	%	$	XX	XX	%	XX	%	XX	%	XX	%

	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

Retirement Class	9/30/08	XX			XX	XX		XX		XX		XX

	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

Retail Class	9/30/08	XX			XX	XX		XX		XX		XX

	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


(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 Funds § Retirement Class § Prospectus 77


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	9/30/08	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	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

Retirement Class	9/30/08		XX		XX			XX		XX		XX			XX			XX			XX

	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

Retail Class	9/30/08		XX		XX			XX		XX		XX			XX			XX			XX

	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

78 Prospectus § TIAA-CREF 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	9/30/08	XX	%	$	XX	XX	%	XX	%	XX	%	XX	%

	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

Retirement Class	9/30/08	XX			XX	XX		XX		XX		XX

	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

Retail Class	9/30/08	XX			XX	XX		XX		XX		XX

	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


(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 Funds § Retirement Class § Prospectus 79


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	9/30/08	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	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)

Retirement Class	9/30/08		XX		XX			XX		XX		XX			XX			XX			XX

	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)

Retail Class	9/30/08		XX		XX			XX		XX		XX			XX			XX			XX

	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)

80 Prospectus § TIAA-CREF 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	9/30/08		XX	%	$	XX			%		XX	%		XX	%		XX	%
	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

Retirement Class	9/30/08		XX			XX		XX			XX			XX			XX

	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

Retail Class	9/30/08		XX			XX		XX			XX			XX			XX

	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


(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 Funds § Retirement Class § Prospectus 81


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	9/30/08	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	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

Retirement Class	9/30/08		XX		XX			XX		XX		XX			XX			XX			XX

	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

82 Prospectus § TIAA-CREF 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	9/30/08		XX	%	$	XX		XX	%		XX	%		XX	%		XX	%

	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

Retirement Class	9/30/08		XX			XX		XX			XX			XX			XX

	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


(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 Funds § Retirement Class § Prospectus 83


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	9/30/08	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX

	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

Retirement Class	9/30/08		XX		XX			XX		XX		XX			XX			XX			XX

	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

84 Prospectus § TIAA-CREF 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		9/30/08		XX	%	$	XX		XX	%		XX	%		XX	%		XX	%

		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

Retirement Class		9/30/08		XX			XX		XX			XX			XX			XX

		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


(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 Funds § Retirement Class § Prospectus 85


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	9/30/08		$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX

	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

Retirement Class	9/30/08			XX		XX			XX		XX		XX			XX			XX			XX

	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	9/30/08			XX		XX			XX		XX		XX			XX			XX			XX

	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

86 Prospectus § TIAA-CREF 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		9/30/08			XX	%	$	XX		XX	%		XX	%		XX	%		XX	%

		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

Retirement Class		9/30/08			XX			XX		XX			XX			XX			XX

		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		9/30/08			XX			XX		XX			XX			XX			XX

		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 Funds § Retirement Class § Prospectus 87


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		9/30/08	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
		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

Retirement Class		9/30/08		XX		XX			XX		XX		XX			XX			XX			XX

		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

88 Prospectus § TIAA-CREF 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		9/30/08		XX	%	$	XX		XX	%		XX	%		XX	%		XX	%

		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

Retirement Class		9/30/08		XX			XX		XX			XX			XX			XX

		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


(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 Funds § Retirement Class § Prospectus 89


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		9/30/08	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
		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

Retirement Class		9/30/08		XX		XX			XX		XX		XX			XX			XX			XX

		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

90 Prospectus § TIAA-CREF 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		9/30/08		XX	%		XX$		XX	%		XX	%		XX	%		XX	%
		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

Retirement Class		9/30/08		XX			XX		XX			XX			XX			XX

		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


(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 Funds § Retirement Class § Prospectus 91


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	9/30/08	$	XX	$	XX		$	XX	$	XX		$	XX		$	XX		$	XX		$	XX

	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

Retirement Class	9/30/08		XX		XX			XX		XX			XX			XX			XX			XX

	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

92 Prospectus § TIAA-CREF Funds § Retirement Class



						Ratios and Supplemental Data

	For the Years Ended		Total Return			Net Assets, End of Years (000’s)		Ratio of Expenses to Average Net Assets					(c)	Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate

								Total		(b)	Net

Institutional Class		9/30/08		XX	%	$	XX		XX	%		XX	%		XX	%		XX	%

		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

Retirement Class		9/30/08		XX			XX		XX			XX			XX			XX

		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


(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 Funds § Retirement Class § Prospectus 93


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	9/30/08	$	XX	$	XX		$	XX	$	XX		$	XX		$	XX		$	XX		$	XX
	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

Retirement Class	9/30/08		XX		XX			XX		XX			XX			XX			XX			XX

	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

94 Prospectus § TIAA-CREF 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					(c)	Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate

								Total		(b)	Net

Institutional Class		9/30/08		XX	%	$	XX		XX	%		XX	%		XX	%		XX	%

		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

Retirement Class		9/30/08		XX			XX		XX			XX			XX			XX

		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


(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 Funds § Retirement Class § Prospectus 95



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		9/30/08	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
		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

Retirement Class		9/30/08		XX		XX			XX		XX		XX			XX			XX			XX

		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

96 Prospectus § TIAA-CREF 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			Portfolio Turnover
												Ratio of Net Investment Income to Average			Portfolio Turnover
								Total(b)		Net(c)		Net Assets			Rate

Institutional Class		9/30/08		XX	%	$	XX	XX	%	XX	%		XX	%		XX	%
		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

Retirement Class		9/30/08		XX			XX	XX		XX			XX			XX

		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


(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 Funds § Retirement Class § Prospectus 97


FINANCIAL HIGHLIGHTS	(continued)

SMALL-CAP VALUE INDEX FUND


			Selected Per Share Data

					Investment Operations							Distributions

			Net Asset Value, Beginning of Year					Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations											Net Asset Value, End of Year
	For the Years Ended				Net Investment Income							From Net Investment Income			From Net Realized Gains
																		Total Distributions
							(a)											Total Distributions

Institutional Class		9/30/08	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX

		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

Retirement Class		9/30/08		XX		XX			XX		XX		XX			XX			XX			XX

		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

98 Prospectus § TIAA-CREF Funds § Retirement Class


						Ratios and Supplemental Data

						Net Assets, End of Year (000’s)		Ratio of Expenses to Average Net Assets						Ratio of Net Investment Income to Average Net Assets
	For the Years Ended																Portfolio Turnover Rate
			Total Return

								Total		(b)	Net		(c)

Institutional Class		9/30/08		XX	%	$	XX		XX	%		XX	%		XX	%		XX%

		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

Retirement Class		9/30/08		XX			XX		XX			XX			XX			XX

		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


(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 Funds § Retirement Class § Prospectus 99


FINANCIAL HIGHLIGHTS	(continued)

SMALL-CAP BLEND INDEX FUND


		Selected Per Share Data

				Investment Operations							Distributions

		Net Asset Value, Beginning of Year					Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations											Net Asset Value, End of Year
	For the Years Ended			Net Investment Income							From Net Investment Income			From Net Realized Gains
																	Total Distributions
						(a)											Total Distributions

Institutional Class	9/30/08	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX

	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

Retirement Class	9/30/08		XX		XX			XX		XX		XX			XX			XX			XX

	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

100 Prospectus § TIAA-CREF Funds § Retirement Class


						Ratios and Supplemental Data

						Net Assets, End of Year (000’s)		Ratio of Expenses to Average Net Assets						Ratio of Net Investment Income to Average Net Assets
	For the Years Ended																Portfolio Turnover Rate
			Total Return

								Total		(b)	Net		(c)

Institutional Class		9/30/08		XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
		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

Retirement Class		9/30/08		XX			XX		XX			XX			XX			XX

		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


(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 Funds § Retirement Class § Prospectus 101


FINANCIAL HIGHLIGHTS	(continued)

INTERNATIONAL EQUITY INDEX FUND


			Selected Per Share Data

					Investment Operations							Distributions

			Net Asset Value, Beginning of Year					Net Realized and Unrealized Gain (Loss) on Investments		Gain (Loss) from Investment Operations											Net Asset Value, End of Year
	For the Years Ended				Net Investment Income							From Net Investment Income			From Net Realized Gains
																		Total Distributions
							(a)											Total Distributions

Institutional Class		9/30/08	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
		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

Retirement Class		9/30/08		XX		XX			XX		XX		XX			XX			XX			XX

		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

102 Prospectus § TIAA-CREF Funds § Retirement Class


						Ratios and Supplemental Data

	For the Years Ended		Total Return			Net Assets, End of Year (000’s									Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
									Ratio of Expenses to Average Net Assets

								)	Total		(b)	Net		(c)

Institutional Class		9/30/08		XX	%	$	XX			XX	%		XX	%	X	%		XX	%

		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

Retirement Class		9/30/08		XX			XX			XX			XX		XX			XX

		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


(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 Funds § Retirement 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	9/30/08		$	XX	$	XX			XX	$	XX	$	XX		$	XX		$	XX		$	XX

	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

Retirement Class	9/30/08			XX		XX			XX		XX		XX			XX			XX			XX

	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

Retail Class	9/30/08			XX		XX			XX		XX		XX			XX			XX			XX

	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 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	9/30/08			XX	%	$	XX		XX	%		XX	%		XX	%		XX	%

	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

Retirement Class	9/30/08			XX			XX		XX			XX			XX			XX

	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

Retail Class	9/30/08			XX			XX		XX			XX			XX			XX

	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 Funds § Retirement 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	9/30/08	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX

	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

Retirement Class	9/30/08		XX		XX			XX		XX		XX			XX			XX			XX

	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

Retail Class	9/30/08		XX		XX			XX		XX		XX			XX			XX			XX

	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

106 Prospectus § TIAA-CREF 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	9/30/08		XX	%	$	XX		XX	%		XX	%		XX	%		XX	%

	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

Retirement Class	9/30/08		XX			XX		XX			XX			XX			XX

	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

Retail Class	9/30/08		XX			XX		XX			XX			XX			XX

	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


(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 Funds § Retirement Class § Prospectus 107


FINANCIAL HIGHLIGHTS	(continued)

MANAGED ALLOCATION 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	9/30/08		$	XX	$	XX		$	XX	$	XX	$	XX		$	XX	$	XX		$	XX

	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	9/30/08			XX		XX			XX		XX		XX			XX		XX			XX

	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	9/30/08			XX		XX			XX		XX		XX			XX		XX			XX

	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 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		9/30/08			XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
		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		9/30/08			XX			XX		XX			XX			XX			XX

		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		9/30/08			XX			XX		XX			XX			XX			XX

		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 Funds § Retirement 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	9/30/08		$	XX	$	XX		$	XX		$	XX	$	XX		$	XX		$	XX		$	XX		$	XX

	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

Retirement Class	9/30/08			XX		XX			XX			XX		XX			XX			XX			XX			XX

	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	9/30/08			XX		XX			XX			XX		XX			XX			XX			XX			XX

	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 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		9/30/08			XX	%	$	XX		XX	%		XX	%		XX	%		XX	%

		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

Retirement Class		9/30/08			XX			XX		XX			XX			XX			XX

		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		9/30/08			XX			XX		XX			XX			XX			XX

		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 Funds § Retirement Class § Prospectus 111




FINANCIAL HIGHLIGHTS	(continued)

BOND PLUS 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		9/30/08		$	XX	$	XX		$	XX		$	XX	$	XX		$	XX		$	XX		$	XX

		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		9/30/08			XX		XX			XX			XX		XX			XX			XX			XX

		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		9/30/08			XX		XX			XX			XX		XX			XX			XX			XX

		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		9/30/08			XX	%	$	XX		XX	%		XX	%		XX	%		XX	%

		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		9/30/08			XX			XX		XX			XX			XX			XX

		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		9/30/08			XX			XX		XX			XX			XX			XX

		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.

112 Prospectus § TIAA-CREF Funds § Retirement Class

SHORT-TERM BOND 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		9/30/08		$	XX	$	XX		$	XX		$	XX	$	XX		$	XX		$	XX		$	XX

		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		9/30/08			XX		XX			XX			XX		XX			XX			XX			XX

		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		9/30/08			XX		XX			XX			XX		XX			XX			XX			XX

		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		9/30/08			XX	%	$	XX		XX	%		XX	%		XX	%		XX	%

		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		9/30/08			XX			XX		XX			XX			XX			XX

		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		9/30/08			XX			XX		XX			XX			XX			XX

		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 Funds § Retirement Class § Prospectus 113


FINANCIAL HIGHLIGHTS	(continued)


HIGH-YIELD 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		9/30/08		$	XX	$	XX		$	XX		$	XX	$	XX		$	XX	$	XX		$	XX

		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		9/30/08			XX		XX			XX			XX		XX			XX		XX			XX

		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		9/30/08			XX		XX			XX			XX		XX			XX		XX			XX

		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

114 Prospectus § TIAA-CREF Funds § Retirement Class


							Ratios and Supplemental Data

	For the Periods Ended			Total Return			Net Assets, End of Period (000’s									Ratio of Net Investment Income to Average Net Assets		Portfolio Turnover Rate
										Ratio of Expenses to Average Net Assets

			(b)						)	Total		(e)	Net		(f)

Institutional Class		9/30/08			XX	%	$	XX			XX	%		XX	%	XX	%		XX	%

		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		9/30/08			XX			XX			XX			XX		XX			XX

		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		9/30/08			XX			XX			XX			XX		XX			XX

		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 Funds § Retirement Class § Prospectus 115


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		9/30/08		$	XX	$	XX		$	XX		$	XX	$	XX		$	XX		$	XX		$	XX

		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

Retirement Class		9/30/08			XX		XX			XX			XX		XX			XX			XX			XX

		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		9/30/08			XX		XX			XX			XX		XX			XX			XX			XX

		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

116 Prospectus § TIAA-CREF 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		9/30/08			XX	%	$	XX	XX	%	XX	%	XX	%		XX	%

		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

Retirement Class		9/30/08			XX			XX	XX		XX		XX			XX

		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		9/30/08			XX			XX	XX		XX		XX			XX

		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


(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 Funds § Retirement Class § Prospectus 117


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	9/30/08		$	XX	$	XX	$	XX	$	XX	$	XX		$	XX	$	XX		$	XX

	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

Retirement Class	9/30/08			XX		XX		XX		XX		XX			XX		XX			XX

	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	9/30/08			XX		XX		XX		XX		XX			XX		XX			XX

	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

118 Prospectus § TIAA-CREF 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
								Ratio of Expenses to Average Net Assets

								Total (f)			Net (g)

Institutional Class	9/30/08			XX	%	$	XX		XX	%		XX	%		XX	%

	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	9/30/08			XX			XX		XX			XX			XX

	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	9/30/08			XX			XX		XX			XX			XX

	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 Funds § Retirement Class § Prospectus 119

FOR MORE INFORMATION ABOUT
TIAA-CREF FUNDS

The following documents contain more information about the Funds and are available free upon request:

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 Funds –
               Retirement Class
               P.O. Box 1259
               Charlotte, NC 28201

Over the Internet:
www.tiaa-cref.org

To lower costs and eliminate duplicate documents sent to your home, the Funds may mail only one copy of the TIAA-CREF 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 Funds –

Retirement Class

P.O. Box 1259

Charlotte, NC 28201

Important Information about procedures for opening a new 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, 2009

TIAA-CREF FUNDS
(Formerly, the 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

<	Bond Fund

<	Bond Plus Fund

<	Short-Term Bond Fund

<	High Yield Fund

<	Tax-Exempt Bond Fund

<	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 Funds (the “Trust”). The Trust also offers Retirement and Institutional Class shares through separate prospectuses dated February 1, 2009.

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, although certain investments in the Money Market Fund are guaranteed by the U.S. Department of Treasury’s Temporary Guarantee Program for Money Market Funds (the “Program”). The Program imposes a number of restrictions and conditions and does not protect shares in the Fund acquired after a certain date (see below). An investor can lose money in any of the Funds, or the Funds could perform more poorly than other investments.

(TIAA CREF LOGO)

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		4
Active Equity Funds		6
Growth & Income Fund		6
International Equity Fund		6
Large-Cap Growth Fund		7
Large-Cap Value Fund		8
Mid-Cap Growth Fund		8
Mid-Cap Value Fund		9
Small-Cap Equity Fund		9
Index Fund		10
Equity Index Fund		10
Specialty Equity Fund		10
Social Choice Equity Fund		10
Real Estate Securities Fund		12
Balanced Fund		13
Managed Allocation Fund		13
Fixed-Income Funds		15
Principal Risks of Investing in the Fixed-Income Funds		15
Bond Fund		16
Bond Plus Fund		17
Short-Term Bond Fund		17
High Yield Fund		18
Tax-Exempt Bond Fund		19
Inflation-Linked Bond Fund		20
Money Market Fund		21
Money Market Fund		21
Past Performance		22
Fees and Expenses		32

Additional Information About Investment Objectives, Strategies and Risks		34

Investment Management Styles		34
More About Benchmarks and Other Indices		34
Additional Investment Strategies		36
The Equity Funds		36
The Real Estate Securities Fund		37
The Fixed-Income Funds		37
The Money Market Fund		37
Portfolio Holdings		37
Portfolio Turnover		37

Share Classes		38

Management of the Funds		38
The Funds’ Investment Adviser		38
Portfolio Management Teams		40

Distribution Arrangements		47

Calculating Share Price		47

Dividends and Distributions		48

Taxes		48

Your Account: Purchasing, Redeeming or Exchanging Shares		50

Retail Class Shares
Types Of Accounts		50
How to Purchase Shares		50
How to Redeem Shares		52
How to Exchange Shares		54
Conversion of Shares		55
Other Investor Information		56
Market Timing/Excessive Trading Policy		57
Redemption or Exchange Fee		58
Electronic Prospectuses		59

Glossary		60

Financial Highlights		61

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

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

	•	Bond Fund

	•	Bond Plus Fund

	•	Short-Term Bond Fund

	•	High-Yield Fund

	•	Tax-Exempt Bond Fund

	•	Inflation-Linked Bond Fund

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

TIAA-CREF Funds § Retail Class § Prospectus 3

GENERAL INFORMATION ABOUT THE 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. 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, shareholders will receive at least 60 days’ prior notice before changes are made to the 80% policy. For the Tax-Exempt Bond Fund, this policy can only be changed by a vote of its shareholders.

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.

Principal Risks of Investing in the Equity Funds

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

4 Prospectus § TIAA-CREF Funds § Retail Class


		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 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 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, 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

TIAA-CREF Funds § Retail Class § Prospectus 5


		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.

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 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.

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.

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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 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.

TIAA-CREF Funds § Retail Class § Prospectus 7

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 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.

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.

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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.

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.

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.


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

	•	future earnings and sustainable growth prospects; and

TIAA-CREF Funds § Retail Class § Prospectus 9


	•	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.

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

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.

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

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 its benchmark, the Russell 3000® Index, while investing only in companies whose activities are

10 Prospectus § TIAA-CREF Funds § Retail Class

consistent with the Fund’s social criteria. See “More About Benchmarks and Other Indices” below for more information about the Fund’s benchmark.

The Fund primarily invests in companies that are screened by KLD Research and Analytics, Inc. (“KLD”)¹ to favor companies that meet or exceed certain environmental, social and governance (“ESG”) criteria. The Fund does this by investing in companies included in the KLD Broad Market Social Index ^SM(the “KLD BMS Index”), which is a subset of the 3,000 largest publicly-traded U.S. companies that meet or exceed the screening criteria described below.


•	Strong stewards of the environment;

•	Devoted to serving local communities and society generally;

•	Committed to higher labor standards for their own employees and those in the supply chain;

•	Dedicated to producing high-quality and safe products; and

•	Managed in an exemplary and ethical manner.

¹The 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, completeness or otherwise. KLD’s publication of its 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 its 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 request to its indices or any data or any security (or combination thereof) included therein.

TIAA-CREF Funds § Retail Class § Prospectus 11

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

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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.

Managed Allocation Fund

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.

	•	Mid-Cap Growth Fund, which invests primarily in mid-cap equity securities that Advisors believes present the opportunity for growth.

	•	Mid-Cap Value Fund, which invests primarily in mid-cap equity securities that Advisors believes are undervalued by the market based on an evaluation of their potential worth.

	•	Enhanced International Equity Index Fund, which seeks to enhance the return of the Fund relative to the MSCI EAFE ® Index by investing in equity securities of foreign issuers within this index, but not necessarily at index weightings.

	•	Enhanced Large-Cap Growth Index Fund, which seeks to enhance the return of the Fund relative to the Russell 1000® Growth Index by investing in large-cap equity securities of issuers within this index, but not necessarily at index weightings.

	•	Enhanced Large-Cap Value Index Fund, which seeks to enhance the return of the Fund relative to the Russell 1000® Value Index by investing in large-cap equity securities of issuers within this index, but not necessarily at index weightings.

TIAA-CREF Funds § Retail Class § Prospectus 13

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


	•	Bond Plus Fund, 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, 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, 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’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 index is a composite of three benchmark indices representing three types of market sectors within the equity and fixed-income underlying fund asset classes, i.e., domestic equity, international equity and fixed income. The composite index is created by applying the results of the benchmark for each of these three market sectors in proportion to the Fund’s target allocations among the three market sectors. For more information about the different indices that comprise the Fund’s composite benchmark index, please see “More About Benchmarks and Other Indices” below.”

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.

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It is possible that the interests of the Managed Allocation Fund 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 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 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.

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, Short-Term Bond Fund, High Yield Fund, Tax-Exempt Bond Fund 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 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.

TIAA-CREF Funds § Retail Class § Prospectus 15

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.

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 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.

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.

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

Bond Plus Fund

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, 2008, the duration of the index was _____ 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 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.

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, 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.

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

Short-Term Bond Fund

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

TIAA-CREF Funds § Retail Class § Prospectus 17

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 Short-Term Bond Fund 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 CMOs.

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

High-Yield Fund

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 are not available, or when Advisors would like to build the Fund’s liquidity.


	•	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.

18 Prospectus § TIAA-CREF Funds § Retail Class

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.

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

Tax-Exempt Bond Fund

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

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.

TIAA-CREF Funds § Retail Class § Prospectus 19

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.

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.

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, 2008, the duration of the Lehman Brothers U.S. Treasury Inflation-Protected Securities Index was _____ 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.

20 Prospectus § TIAA-CREF Funds § Retail Class

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;

	(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 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 Funds § Retail Class § Prospectus 21

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.

[Disclosure on participation in temporary money market fund guarantee program to be inserted if the U.S. Treasury continues the program]

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

PAST PERFORMANCE

The following 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). The performance shown for the Retail Class of the Growth & Income, International Equity, Equity Index, Social Choice Equity, Bond and Money Market Funds that is prior to their inception dates (see the performance table for inception dates) is based on the performance of each 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. Below each chart, the best and worst returns for a calendar quarter during the periods shown in the chart 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, 2008, and how those returns compare to those of broad-based securities market indices. For the Managed Allocation Fund, returns are also compared to a composite benchmark index based on three indices that represent the market sectors in which the Fund invests.

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.

22 Prospectus § TIAA-CREF Funds § Retail Class

ANNUAL TOTAL RETURNS FOR THE RETAIL CLASS (%)

Growth & Income Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

International Equity Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Large-Cap Growth Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Large-Cap Value Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

TIAA-CREF Funds § Retail Class § Prospectus 23


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

Mid-Cap Growth Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Mid-Cap Value Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Small-Cap Equity Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Equity Index Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

24 Prospectus § TIAA-CREF Funds § Retail Class


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

Social Choice Equity Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Real Estate Securities Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Managed Allocation Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Bond Fund

Best quarter: _____ % for the quarter ended __________. Worst quarter: _____ %, for the quarter ended___________.

TIAA-CREF Funds § Retail Class § Prospectus 25


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

Bond Plus Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Short-Term Bond Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

High-Yield Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Tax-Exempt Bond Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

26 Prospectus § TIAA-CREF Funds § Retail Class


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

Inflation-Linked Bond Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

Money Market Fund

Best quarter: _____%, for the quarter ended ___________. Worst quarter: ________%, for the quarter ended ______________.

TIAA-CREF Funds § Retail Class § Prospectus 27

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


	One Year (January 1, 2008 to December 31, 2008	)	Five Years (January 31, 2004 to December 31, 2008	)	Since Inception to December 31, 2008


Growth & Income Fund
Inception Date: March 31, 2006
Return Before Taxes		%		%¹		%¹
Return After Taxes on Distributions		%		%¹		%¹
Return After Taxes on Distributions and Sale of Fund Shares		%		%¹		%¹
S&P^® 500 Index		%		%		%


International Equity Fund
Inception Date: March 31, 2006
Return Before Taxes		%		%¹		%¹
Return After Taxes on Distributions		%		%¹		%¹
Return After Taxes on Distributions and Sale of Fund Shares		%		%¹		%¹
MSCI EAFE^® Index		%		%		%


Large-Cap Growth Fund
Inception Date: March 31, 2006
Return Before Taxes		%				%
Return After Taxes on Distributions		%				%
Return After Taxes on Distributions and Sale of Fund Shares		%				%
Russell 1000^® Growth Index		%				%


Large-Cap Value Fund
Inception Date: October 1, 2002
Return Before Taxes		%		%		%
Return After Taxes on Distributions		%		%		%
Return After Taxes on Distributions and Sale of Fund Shares		%		%		%
Russell 1000^® Value Index		%		%		%


Mid-Cap Growth Fund
Inception Date: October 1, 2002
Return Before Taxes		%		%		%
Return After Taxes on Distributions		%		%		%
Return After Taxes on Distributions and Sale of Fund Shares		%		%		%
Russell Midcap^® Growth Index		%		%		%


Mid-Cap Value Fund
Inception Date: October 1, 2002
Return Before Taxes		%		%		%
Return After Taxes on Distributions		%		%		%
Return After Taxes on Distributions and Sale of Fund Shares		%		%		%
Russell Midcap^® Value Index		%		%		%

28 Prospectus § TIAA-CREF Funds § Retail Class


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


	One Year (January 1, 2008 to December 31, 2008	)	Five Years (January 31, 2004 to December 31, 2008	)	Since Inception to December 31, 2008


Small-Cap Equity Fund
Inception Date: October 1, 2002
Return Before Taxes		%		%		%
Return After Taxes on Distributions		%		%		%
Return After Taxes on Distributions and Sale of Fund Shares		%		%		%
Russell 2000^® Index		%		%		%


Equity Index Fund
Inception Date: March 31, 2006
Return Before Taxes		%		%¹		%¹
Return After Taxes on Distributions		%		%¹		%¹
Return After Taxes on Distributions and Sale of Fund Shares		%		%¹		%¹
Russell 3000^® Index		%		%		%


Social Choice Equity Fund
Inception Date: March 31, 2006
Return Before Taxes		%		%¹		%¹
Return After Taxes on Distributions		%		%¹		%¹
Return After Taxes on Distributions and Sale of Fund Shares		%		%¹		%¹
Russell 3000^® Index		%		%		%


Real Estate Securities Fund
Inception Date: October 1, 2002
Return Before Taxes		%		%		%
Return After Taxes on Distributions		%		%		%
Return After Taxes on Distributions and Sale of Fund Shares		%		%		%
Dow Jones Wilshire Real Estate Securities Index⁴		%		%		%


Managed Allocation Fund
Inception Date: March 31, 2006
Return Before Taxes		%				%
Return After Taxes on Distributions		%				%
Return After Taxes on Distributions and Sale of Fund Shares		%				%
Russell 3000^® Index		%				%
Managed Allocation Fund Composite Index (48% Russell 3000^®, 40% Lehman Brothers U.S. Aggregate and 12% MSCI EAFE) ²		%				%

TIAA-CREF Funds § Retail Class § Prospectus 29


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


	One Year (January 1, 2008 to December 31, 2008	)	Five Years (January 31, 2004 to December 31, 2008	)	Since Inception to December 31, 2008


Bond Fund
Inception Date: March 31, 2006
Return Before Taxes		%		%¹		%¹
Return After Taxes on Distributions		%		%¹		%¹
Return After Taxes on Distributions and Sale of Fund Shares		%		%¹		%¹
Lehman Brothers U.S. Aggregate Index		%		%		%


Bond Plus Fund
Inception Date: March 31, 2006
Return Before Taxes		%				%
Return After Taxes on Distributions		%				%
Return After Taxes on Distributions and Sale of Fund Shares		%				%
Lehman Brothers U.S. Aggregate Index		%				%


Short-Term Bond Fund
Inception Date: March 31, 2006
Return Before Taxes		%				%
Return After Taxes on Distributions		%				%
Return After Taxes on Distributions and Sale of Fund Shares		%				%
Lehman Brothers Mutual Fund Short (1-5 yr.) U.S. Government/Credit Index		%				%


High Yield Fund
Inception Date: March 31, 2006
Return Before Taxes		%				%
Return After Taxes on Distributions		%				%
Return After Taxes on Distributions and Sale of Fund Shares		%				%
Merrill Lynch BB/B Cash Pay Issuer Constrained Index		%				%


Tax-Exempt Bond Fund
Inception Date: March 31, 2006
Return Before Taxes		%				%
Return After Taxes on Distributions		%				%
Return After Taxes on Distributions and Sale of Fund Shares		%				%
Lehman Brothers 10-Year Municipal Bond Index		%				%

30 Prospectus § TIAA-CREF Funds § Retail Class


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


	One Year (January 1, 2008 to December 31, 2008)		Five Years (January 31, 2004 to December 31, 2008)		Since Inception to December 31, 2008

Inflation-Linked Bond Fund
Inception Date: October 1, 2002
Return Before Taxes		%		%		%
Return After Taxes on Distributions		%		%		%
Return After Taxes on Distributions and Sale of Fund Shares		%		%		%
Lehman Brothers U.S. Treasury Inflation- Protected Securities Index		%		%		%

Money Market Fund
Inception Date: March 31, 2006
Return Before Taxes		%		%¹		%¹
iMoneyNet Money Fund Report Average™—All Taxable		%		%		%

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	[Note: footnote to be included to show returns under old MAF composite index]

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.

For the Money Market Fund’s most current 7-day yield, please call us at 800 842-2888.

TIAA-CREF Funds § Retail Class § Prospectus 31

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)
Fees

Other
Expenses

Acquired
Fund
Fees and
Expenses

⁴

Total
Annual
Fund
Operating
Expenses

Waivers and
Expense
Reimburse-
ments

⁵

Net Annual
Fund
Operating
Expenses

Growth & Income Fund

%⁶

International Equity Fund¹

Large-Cap Growth Fund

%⁶

Large-Cap Value Fund

Mid-Cap Growth Fund

Mid-Cap Value Fund

Small-Cap Equity Fund ¹

Equity Index Fund

Social Choice Equity Fund

Real Estate Securities Fund

Managed Allocation Fund

%⁷

Bond Fund

Bond Plus Fund

Short-Term Bond Fund

High Yield Fund¹

Tax-Exempt Bond Fund

Inflation-Linked Bond Fund

Money Market Fund


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	This fee (the “Small Account Maintenance Fee”) was 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’ 2008 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; 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; 0.45% for Bond Fund, Bond Plus Fund, Tax-Exempt Bond and Inflation-Linked Bond Fund; 0.50% for High Yield Fund; 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

32 Prospectus § TIAA-CREF Funds § Retail Class


	30, 2010 (for Equity Index Fund only) and [__________] 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.] [to be updated]

⁶	The contractual management fee rate shown in the chart above is an estimated (not actual) rate to reflect the fact that the Management Fee waiver applied to only the first four calendar months of 2008.

⁷	Advisors does not receive a management fee for its services to the Managed Allocation Fund and has contracted to reimburse the Fund for all its direct expenses through January 31, 2009. However, shareholders in the Managed Allocation Fund will indirectly bear their pro rata share of the fees and expenses incurred by the underlying funds in which the Managed Allocation Fund invests. The Fund’s “Acquired Fund Fees and Expenses” in the table are based on the Fund’s historical allocations as of September 30, 2008. [Because of changes to the underlying funds’ expense reimbursement arrangements that took 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.] [to be updated]

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 [__________] (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

$____

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

$____

Bond Fund

$____

Bond Plus

$____

Short-Term Bond

$____

High Yield Bond

$____

Tax-Exempt Bond

$____

Inflation-Linked Bond Fund

$____

Money Market Fund

$____

TIAA-CREF Funds § Retail Class § Prospectus 33

ADDITIONAL INFORMATION ABOUT
INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

INVESTMENT MANAGEMENT STYLES

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.

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, 2008, the market capitalization of companies in the Russell 1000^® Growth Index ranged from $_____ billion to $_____ billion, with a mean market capitalization of $_____ billion and a median market capitalization of $_____ 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. 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

34 Prospectus § TIAA-CREF Funds § Retail Class

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, 2008, the market capitalization of companies in the Russell 1000^®Value Index ranged from $_____ billion to $_____billion, with a mean market capitalization of $_____ billion and a median market capitalization of $_____ billion.

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, 2008, the market capitalization of companies in the Russell Midcap^® Growth Index ranged from $_____ billion to $_____billion, with a mean market capitalization of $_____ billion and a median market capitalization of $_____ 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, 2008, the market capitalization of companies in the Russell Midcap^® Value Index ranged from $_____ billion to $_____ billion, with a mean market capitalization of $_____ billion and a median market capitalization of $_____ 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, 2008, the market capitalization of companies in the Russell 2000^® Index ranged from $_____ million to $_____ billion, with a mean market capitalization of $_____ billion and a median market capitalization of $_____ 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, 2008, the market capitalization of companies in the Russell 3000^® Index ranged from $27 million to $_____ billion, with a mean market capitalization of $_____ billion and a median market capitalization of $_____ 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

TIAA-CREF Funds § Retail Class § Prospectus 35

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. 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 _____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 U.S. Government/Credit (1-5 year) Index

This is the benchmark for the Short-Term Bond Fund. Lehman Brothers U.S. Government/Credit (1-5 year) 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. 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. 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.

Composite Index for the Managed Allocation Fund

ADDITIONAL INVESTMENT STRATEGIES

The 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.

36 Prospectus § TIAA-CREF Funds § Retail Class

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 Real Estate Securities Fund

The Fixed-Income Funds

The Money Market Fund

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. The Funds may have investors that are funds of funds, education savings plans or other asset allocation programs that are also managed by Advisors. These investors may engage in reallocations, rebalancings or other activity that may increase the Funds’ portfolio turnover rates and brokerage costs. Advisors may employ various portfolio management strategies to attempt to minimize any potential disruptive effects or costs of such activity.

TIAA-CREF Funds § Retail Class § Prospectus 37

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 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, 2008, Advisors and Investment Management together had approximately $______ billion of registered investment company assets under management. Advisors is located at 730 Third Avenue, New York, NY 10017-3206.

38 Prospectus § TIAA-CREF 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	%
Real Estate Securities Fund*	Over $1.0–$2.5	%
	Over $2.5–$4.0	%
	Over $4.0	%

For the fiscal year ended September 30, 2008, the effective annual fee rate was _____% and _____% for the International Equity Fund and Real Estate Securities Fund, respectively.

Growth & Income Fund*	$0.0–$1.0	%
Large-Cap Value Fund*	Over $1.0–$2.5	%
Large-Cap Growth Fund*	Over $2.5–$4.0	%
	Over $4.0	%

For the fiscal year ended September 30, 2008, the effective annual fee rate was _____ %, _____ % and _____% for the Growth & Income Fund, Large-Cap Value Fund and Large-Cap Growth Fund, respectively.

Mid-Cap Growth Fund*	$0.0–$0.5	%
Mid-Cap Value Fund*	Over $0.5–$0.75	%
Small-Cap Equity Fund*	Over $0.75–$1.00	%
	Over $1.0	%

For the fiscal year ended September 30, 2008, the effective annual fee rate was _____ %, _____ % and _____% for the Mid-Cap Growth Fund, Mid-Cap Value Fund and Small-Cap Equity Fund, respectively.

Equity Index Fund	All Assets	%

Social Choice Equity Fund	All Assets	%

Bond Fund*	$0.0–$1.0	%
Inflation-Linked Bond Fund*	Over $1.0–$2.5	%
Bond Plus Fund*	Over $2.5–$4.0	%
Tax-Exempt Bond Fund*	Over $4.0	%

For the fiscal year ended September 30, 2008, the effective annual fee rate was _____% for each of the Bond Fund, Inflation-Linked Bond Fund, Bond Plus Fund and Tax Exempt Bond Fund.

Manager Allocation Fund	All Assets	%

Short-Term Bond Fund*	$0.0–$1.0	%
	Over $1.0–$2.5	%
	Over $2.5–$4.0	3%
	Over $4.0	%

For the fiscal year ended September 30, 2008, the effective annual fee rate was _____% for the Short-Term Bond Fund.

High-Yield Fund*	$0.0–$1.0	%
	Over $1.0–$2.5	%
	Over $2.5–$4.0	%
	Over $4.0	%

For the fiscal year ended September 30, 2008, the effective annual fee rate was _____% for the High Yield Fund.

Money Market Fund	All Assets	%


*	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 Fund’s investment management agreement is available in the Fund’s annual shareholder report for the fiscal year ended September 30, 2008. 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.

TIAA-CREF Funds § Retail Class § Prospectus 39

PORTFOLIO MANAGEMENT TEAMS



Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	Total Experience (since dates specified below)



			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 – April 1, 2008 to Present (Head of Global Equity Investments), 1999 to 2008 (Head of Global Equity Portfolio Management)	1999	1979	2007


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

40 Prospectus § TIAA-CREF Funds § Retail Class


Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	Total Experience (since dates specified below)



			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 Funds § Retail Class § Prospectus 41


Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	Total Experience (since dates specified below)



			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

42 Prospectus § TIAA-CREF Funds § Retail Class


Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	Total Experience (since dates specified below)



			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 Funds § Retail Class § Prospectus 43



Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	Total Experience (since dates specified below)



			At TIAA	Total	On Team


REAL ESTATE SECURITIES FUND

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

Saira Malik Managing Director	Stock Selection	Teachers Advisors, Inc. TIAA and its affiliates – 2003 to Present (Head of Domestic Equity Research)	2003	1996	2008


MANAGED ALLOCATION FUND

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

44 Prospectus § TIAA-CREF Funds § Retail Class



Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	Total Experience (since dates specified below)



			At TIAA	Total	On Team


BOND FUND

Elizabeth (Lisa) D. Black, CFA Managing Director	Asset Allocation (General Oversight)	TAI, TIAA and its affiliates – 1987 to Present (currently, head of fixed-income portfolio management and asset allocation; previously, head of third-party fixed-income portfolio management teams)	1987	1987	2008

John M. Cerra Managing Director	Lead Portfolio Manager and Asset Allocation	TAI, TIAA and its affiliates – 1985 to Present (fixed-income credit research and portfolio management)	1985	1985	2003



BOND PLUS FUND

Elizabeth (Lisa) D. Black, CFA Managing Director	Asset Allocation (General Oversight)	TAI, TIAA and its affiliates – 1987 to Present (currently, head of fixed-income portfolio management and asset allocation; previously, head of third-party fixed-income portfolio management teams)	1987	1987	2008

John M. Cerra Managing Director	Lead Portfolio Manager and Asset Allocation	TAI, TIAA and its affiliates – 1985 to Present (fixed-income credit research and portfolio management)	1985	1985	2003

TIAA-CREF Funds § Retail Class § Prospectus 45



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

Elizabeth (Lisa) D. Black, CFA Managing Director	Asset Allocation (General Oversight)	TAI, TIAA and its affiliates – 1987 to Present (currently, head of fixed-income portfolio management and asset allocation; previously, head of third-party fixed-income portfolio management teams)	1987	1987	2008

John M. Cerra Managing Director	Lead Portfolio Manager and Asset Allocation	TAI, TIAA and its affiliates – 1985 to Present (fixed-income credit research and portfolio management)	1985	1985	2003



HIGH-YIELD FUND

Kevin R. Lorenz, CFA Managing Director	Lead Portfolio Manager	TAI, TIAA and its affiliates – 1987 to Present (managing director and former analyst in private placements group (evaluating investment-grade and high-yield securities)	1987	1987	2006


TAX-EXEMPT BOND FUND

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

John M. Cerra Managing Director	Lead Portfolio Manager and Asset Allocation	TAI, TIAA and its affiliates – 1985 to Present (fixed-income credit research and portfolio management)	1985	1985	2003


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

46 Prospectus § TIAA-CREF 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 January 31, 2009. 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

TIAA-CREF Funds § Retail Class § Prospectus 47

DIVIDENDS AND DISTRIBUTIONS


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
Real Estate Securities Fund		Quarterly
Managed Allocation Fund		Quarterly
Bond Fund		Monthly
Bond Plus Fund		Monthly
Short-Term Bond Fund		Monthly
High Yield Fund		Monthly
Tax Exempt Bond Fund		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.

The Bond Fund, Bond Plus Fund, Short-Term Bond Fund, High Yield Fund and Tax Exempt Bond Fund declare 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.

TAXES

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

48 Prospectus § TIAA-CREF Funds § Retail Class

distributions generally may be taxed at a maximum federal rate of 15% to individual investors (or at 5% (___% for taxable years beginning after December 31, 2008) to individual investors who are in the 10% or 15% tax bracket). These rates are currently scheduled to apply through 20___. 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 Funds § Retail Class § Prospectus 49

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.

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 Fund, 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 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.

50 Prospectus § TIAA-CREF Funds § Retail Class

To Open An Account By Mail: Send your check, made payable to TIAA-CREF Funds—Retail Class, and application to:


	First Class Mail:	The TIAA-CREF Funds—Retail Class
		c/o Boston Financial Data Services
		P.O. Box 8009
		Boston, MA 02266-8009
	Overnight Mail:	The TIAA-CREF 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 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 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 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 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.

TIAA-CREF Funds § Retail Class § Prospectus 51

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.

	•	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, shareholder interested in making in-kind purchases should contact the 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 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.

52 Prospectus § TIAA-CREF Funds § Retail Class

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 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.

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 if 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 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.

TIAA-CREF Funds § Retail Class § Prospectus 53


	•	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.

HOW TO EXCHANGE SHARES

Exchanges involving shares of the International Equity Fund, Small-Cap Equity Fund and High Yield Fund 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 Funds; and

	•	a sale (redemption) of shares of a mutual fund of TIAA-CREF 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.

54 Prospectus § TIAA-CREF Funds § Retail Class

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 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 computed 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 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.

TIAA-CREF Funds § Retail Class § Prospectus 55

OTHER INVESTOR INFORMATION

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.

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. The Fund charges 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 generally 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.

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

56 Prospectus § TIAA-CREF Funds § Retail Class

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 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.

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 Funds, 730 Third Ave., New York, NY 10017-3206, attention: Director, Mutual Fund Distribution Services.

MARKET TIMING/EXCESSIVE TRADING POLICY

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, High Yield Fund and Small-Cap Equity 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 the Money Market Fund or Short-Term Bond Fund or 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

TIAA-CREF Funds § Retail Class § Prospectus 57

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 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 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 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.

REDEMPTION OR EXCHANGE FEE

As explained under “Fees and Expenses” the International Equity Fund, Small-Cap Equity Fund and High Yield Fund 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.

58 Prospectus § TIAA-CREF Funds § Retail Class

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 Funds § Retail Class § Prospectus 59

GLOSSARY

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

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.

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

60 Prospectus § TIAA-CREF Funds § Retail Class

FINANCIAL HIGHLIGHTS

[ ______________ ] 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 four-year period ended September 30, 2008. 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 Funds § Retail Class § Prospectus 61


FINANCIAL HIGHLIGHTS	(continued)

GROWTH & INCOME FUND



			Selected Per Share Data

			Net Asset Value, Beginning of Period		Investment Operations							Distributions									Net Asset Value, End of Period

	For the Years Ended				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

Institutional Class	9/30/2008		$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	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	9/30/2008			XX		XX			XX		XX		XX			XX			XX			XX
	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	9/30/2008			XX		XX			XX		XX		XX			XX			XX			XX
	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

62 Prospectus § TIAA-CREF 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	9/30/2008			XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
	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	9/30/2008			XX			XX		XX			XX			XX			XX
	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	9/30/2008			XX			XX		XX			XX			XX			XX
	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 Funds § Retail Class § Prospectus 63


FINANCIAL HIGHLIGHTS	(continued)

INTERNATIONAL EQUITY FUND



			Selected Per Share Data

	For the Periods Ended		Net Asset Value, Beginning of Period		Investment Operations							Distributions									Net Asset Value, End 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

Institutional Class	9/30/08		$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	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	9/30/08			XX		XX			XX		XX		XX			XX			XX			XX
	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	9/30/08			XX		XX			XX		XX		XX			XX			XX			XX

	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

64 Prospectus § TIAA-CREF 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	9/30/08			XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
	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	9/30/08			XX			XX		XX			XX			XX			XX
	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	9/30/08			XX			XX		XX			XX			XX			XX
	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 Funds § Retail Class § Prospectus 65


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	9/30/08		$	XX	$	XX		$	XX		$	XX		$	XX		$	XX	$	XX		$	XX
	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	9/30/08			XX		XX			XX			XX			XX			XX		XX			XX
	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	9/30/08			XX		XX			XX			XX			XX			XX		XX			XX
	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

66 Prospectus § TIAA-CREF 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		(e)	Net		(f)

Institutional Class	9/30/08			XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
	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	9/30/08			XX			XX		XX			XX			XX			XX
	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	9/30/08			XX			XX		XX			XX			XX			XX
	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 Funds § Retail Class § Prospectus 67



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	9/30/08	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	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	9/30/08		XX		XX			XX		XX		XX			XX			XX			XX
	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	9/30/08		XX		XX			XX		XX		XX			XX			XX			XX
	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

68 Prospectus § TIAA-CREF 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 Return					Total		(b)	Net		(c)

Institutional Class	9/30/08		XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
	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	9/30/08		XX			XX		XX			XX			XX			XX
	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	9/30/08		XX			XX		XX			XX			XX			XX
	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 Funds § Retail Class § Prospectus 69


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	9/30/08	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	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	9/30/08		XX		XX			XX		XX		XX			XX			XX			XX
	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	9/30/08		XX		XX			XX		XX		XX			XX			XX			XX
	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

70 Prospectus § TIAA-CREF 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 Return					Total		(c)	Net		(d)

Institutional Class	9/30/08		XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
	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	9/30/08		XX			XX		XX			XX			XX			XX
	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	9/30/08		XX			XX		XX			XX			XX			XX
	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 Funds § Retail Class § Prospectus 71


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	9/30/08	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	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	9/30/08		XX		XX			XX		XX		XX			XX			XX			XX
	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	9/30/08		XX		XX			XX		XX		XX			XX			XX			XX
	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

72 Prospectus § TIAA-CREF 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	9/30/08		XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
	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	9/30/08		XX			XX		XX			XX			XX			XX
	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	9/30/08		XX			XX		XX			XX			XX			XX
	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 Funds § Retail Class § Prospectus 73


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	9/30/08	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	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	9/30/08		XX		XX			XX		XX		XX			XX			XX			XX
	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	9/30/08		XX		XX			XX		XX		XX			XX			XX			XX
	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

74 Prospectus § TIAA-CREF 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		(c)	Net		(d)

Institutional Class	9/30/08		XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
	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	9/30/08		XX			XX		XX			XX			XX			XX
	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	9/30/08		XX			XX		XX			XX			XX			XX
	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 Funds § Retail Class § Prospectus 75



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	9/30/08		$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	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	9/30/08			XX		XX			XX		XX		XX			XX			XX			XX
	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	9/30/08			XX		XX			XX		XX		XX			XX			XX			XX
	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

76 Prospectus § TIAA-CREF 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	9/30/08			XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
	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	9/30/08			XX			XX		XX			XX			XX			XX
	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	9/30/08			XX			XX		XX			XX			XX			XX
	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 Funds § Retail Class § Prospectus 77


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	9/30/08		$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	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	9/30/08			XX		XX			XX		XX		XX			XX			XX			XX
	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	9/30/08			XX		XX			XX		XX		XX			XX			XX			XX
	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

78 Prospectus § TIAA-CREF 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	(g)	Net	(h)

Institutional Class	9/30/08			XX	%		XX	XX	%	XX	%		XX	%		XX	%
	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	9/30/08			XX			XX	XX		XX			XX			XX
	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	9/30/08			XX			XX	XX		XX			XX			XX
	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 Funds § Retail Class § Prospectus 79


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	9/30/08	$	XX	$	XX		$	XX	$	XX	$	XX		$	XX		$	XX		$	XX
	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	9/30/08		XX		XX			XX		XX		XX			XX			XX			XX
	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	9/30/08		XX		XX			XX		XX		XX			XX			XX			XX
	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

80 Prospectus § TIAA-CREF 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	9/30/08		XX	%	$	XX		XX	%	XX	%		XX	%		XX	%
	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	9/30/08		XX			XX		XX		XX			XX			XX
	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	9/30/08		XX			XX		XX		XX			XX			XX
	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 Funds § Retail Class § Prospectus 81



FINANCIAL HIGHLIGHTS	(continued)

MANAGED ALLOCATION 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		9/30/08		$	XX	$	XX		$	XX	$	XX	$	XX		$	XX	$	XX		$	XX
		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		9/30/08			XX		XX			XX		XX		XX					XX			XX
		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		9/30/08			XX		XX			XX		XX		XX					XX			XX
		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

82 Prospectus § TIAA-CREF 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	9/30/08			XX	%	$	XX	XX	%	XX	%		XX	%		XX	%
	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	9/30/08			XX			XX	XX		XX			XX			XX
	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	9/30/08			XX			XX	XX		XX			XX			XX
	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 Funds § Retail Class § Prospectus 83


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	9/30/08		$	XX	$	XX		$	XX		$	XX	$	XX		$	XX		$	XX		$	XX		$	XX

	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	9/30/08			XX		XX			XX			XX		XX			XX			XX			XX			XX

	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	9/30/08			XX		XX			XX			XX		XX			XX			XX			XX			XX

	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


84 Prospectus § TIAA-CREF 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		9/30/08			XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
		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		9/30/08			XX			XX		XX			XX			XX			XX
		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		9/30/08			XX			XX		XX			XX			XX			XX
		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 Funds § Retail Class § Prospectus 85



FINANCIAL HIGHLIGHTS	(continued)

BOND PLUS 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		9/30/08		$	XX	$	XX		$	XX		$	XX	$	XX		$	XX		$	XX		$	XX
		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		9/30/08			XX		XX			XX			XX		XX			XX			XX			XX
		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		9/30/08			XX		XX			XX			XX		XX			XX			XX			XX
		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

86 Prospectus § TIAA-CREF 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	9/30/08		XX	%		XX			XX	%	XX	%	XX	%	XX	%
	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	9/30/08		XX			XX			XX		XX		XX		XX
	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	9/30/08		XX			XX			XX		XX		XX		XX
	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 Funds § Retail Class § Prospectus 87



FINANCIAL HIGHLIGHTS	(continued)

SHORT-TERM BOND 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		9/30/08		$	XX	$	XX		$	XX		$	XX	$	XX		$	XX		$	XX		$	XX
		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		9/30/08			XX		XX			XX			XX		XX			XX			XX			XX
		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		9/30/08			XX		XX			XX			XX		XX			XX			XX			XX
		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

88 Prospectus § TIAA-CREF 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	9/30/08			XX	%	$	XX			XX	%		XX	%		XX	%		XX	%
	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	9/30/08			XX			XX			XX			XX			XX			XX
	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	9/30/08			XX			XX			XX			XX			XX			XX
	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 Funds § Retail Class § Prospectus 89



FINANCIAL HIGHLIGHTS	(continued)

HIGH-YIELD 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	9/30/08		$	XX	$	XX		$	XX		$	XX		$	XX		$	XX	$	XX		$	XX
	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	9/30/08			XX		XX			XX			XX			XX			XX		XX			XX
	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	9/30/08			XX		XX			XX			XX			XX			XX		XX			XX
	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

90 Prospectus § TIAA-CREF 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		9/30/08			XX	%	$	XX		XX	%	XX	%		XX	%		XX	%
		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		9/30/08			XX			XX		XX		XX			XX			XX
		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		9/30/08			XX			XX		XX		XX			XX			XX
		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 Funds § Retail Class § Prospectus 91



FINANCIAL HIGHLIGHTS	(continued)

TAX-EXEMPT BOND 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		9/30/08		$	XX	$	XX		$	XX		$	XX		$	XX		$	XX	$	XX		$	XX

		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		9/30/08			XX		XX			XX			XX			XX			XX		XX			XX

		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

92 Prospectus § TIAA-CREF 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		9/30/08			XX	%	$	XX			XX	%		XX	%		XX	%		XX	%
		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		9/30/08			XX			XX			XX			XX			XX			XX
		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 Funds § Retail Class § Prospectus 93


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	9/30/08		$	XX	$	XX		$	XX		$	XX	$	XX		$	XX		$	XX		$	XX
	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	9/30/08			XX		XX			XX			XX		XX			XX			XX			XX
	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	9/30/08			XX		XX			XX			XX		XX			XX			XX			XX
	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

94 Prospectus § TIAA-CREF 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		9/30/08			XX	%	$	XX		XX	%		XX	%		XX	%		XX	%
		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		9/30/08			XX			XX		XX			XX			XX			XX
		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		9/30/08			XX			XX		XX			XX			XX			XX
		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 Funds § Retail Class § Prospectus 95



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	9/30/08		$	XX	$	XX		$	XX	$	XX	$	XX		$	XX	$	XX		$	XX

	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	9/30/08			XX		XX			XX		XX		XX			XX		XX			XX

	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	9/30/08			XX		XX			XX		XX		XX			XX		XX			XX

	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

96 Prospectus § TIAA-CREF 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

								Total		(f)	Net		(g)

Institutional Class	9/30/08			XX	%	$	XX		XX	%		XX	%		XX	%
	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	9/30/08			XX			XX		XX			XX			XX
	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	9/30/08			XX			XX		XX			XX			XX
	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 Funds § Retail Class § Prospectus 97

FOR MORE INFORMATION ABOUT
TIAA-CREF 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.

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 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.


	By telephone:
		Call 800 223-1200


	In writing:
		TIAA-CREF 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

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




			STATEMENT OF ADDITIONAL INFORMATION


			TIAA-CREF FUNDS (Formerly, the TIAA-CREF Institutional Mutual Funds)

			FEBRUARY 1, 2009


			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
			Bond Fund
			Bond Plus Fund
			Short-Term Bond Fund
			High-Yield Fund
			Tax-Exempt Bond Fund
			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 Funds (the “Trust”). It is not a prospectus and should be read carefully in conjunction with the TIAA-CREF Funds’ prospectuses for the Funds dated February 1, 2009 (each, a “Prospectus”), which may be obtained by writing the Funds at TIAA-CREF 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, 2008 are incorporated into this SAI by reference to the TIAA-CREF 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-25		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-27		Underwriter
B-27		Investment Advisory and Other Services
B-27		Investment Advisory Services
B-30		Custodian, Transfer Agent and Fund Accounting Agent
B-30		Independent Registered Public Accounting Firm
B-30		Personal Trading Policy

B-30		Information about the Funds’ Portfolio Management Teams
B-34		About the Trust and the Shares
B-34		Class Structure
B-34		Distribution (12b-1) Plan
B-35		Indemnification of Shareholders
B-35		Indemnification of Trustees
B-35		Limitation of Fund Liability
B-35		Shareholder Meetings and Voting Rights
B-35		Shares
B-35		Additional Funds or Classes
B-35		Dividends and Distributions
B-36		Pricing of Shares
B-36		Investments for Which Market Quotations Are Readily Available
B-36		Equity Securities
B-36		Foreign Investments
B-36		Debt Securities
B-36		Special Valuation Procedures for the Money Market Fund
B-36		Options and Futures
B-37		Investments for Which Market Quotations Are Not Readily Available
B-37		Tax Status

B-42		Brokerage Allocation
B-44		Directed Brokerage

B-44		Legal Matters
B-44		Experts
B-44		Financial Statements
B-45		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 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:

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:


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:

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 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 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 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, 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 an 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 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 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.

TIAA-CREF 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 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 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

B-6 Statement of Additional Information § TIAA-CREF Funds

Banks, Federal Land Banks, Federal National Mortgage Association (“FNMA”), the 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, 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 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

TIAA-CREF Funds § Statement of Additional Information B-7

rights of creditors and debtors. The 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.

Although most of the Funds can invest a percentage of their assets in lower-rated securities. High-Yield Fund 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’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.

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.

B-8 Statement of Additional Information § TIAA-CREF Funds

A Fund can 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 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 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^SMrepresent undivided fractional interests in a trust whose assets consist of a pool

B-10 Statement of Additional Information § TIAA-CREF Funds

of motor vehicle retail installment sales contracts and security interests in the vehicles securing the contracts. Payments of principal and interest on CARS^SMare 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^SMmay 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 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 counter-party 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 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 can hold more than 3% of the total outstanding voting stock of any single investment company. Managed Allocation Fund can invest all of its assets in the securities of other investment companies. These restrictions

B-12 Statement of Additional Information § TIAA-CREF 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”). Other investment products similar to ETFs in which the Managed Allocation Fund may invest are exchange-traded notes (“ETNs”). While ETNs are structured as fixed-income obligations, rather than as investment companies, they generally provide exposure to a specified market sector or index like ETFs, but are also subject to a risk of default by the ETNs’ issuers. As with ETFs, when the Managed Allocation Fund invests in an ETN, it will bear certain investor expenses charged by the ETN.

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 construction or real estate

TIAA-CREF Funds § Statement of Additional Information B-13

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 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 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 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 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 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 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 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 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 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 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 Fund within the applicable limits set forth in the Prospectus.

Municipal Insurance. The Tax-Exempt Bond Fund 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 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 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, a month 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 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 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 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 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 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 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, 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 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 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 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 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 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 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, 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 fiscal 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, 2008, the portfolio turnover of some of the Funds significantly changed from portfolio turnover rates in 2007 as a result of a variety of factors.

The __________ Fund portfolio turnover rate [decreased] [increased] to [_____]% for 2008 as compared with
[____] % for the same period in 2007. This [decrease] [increase] in portfolio turnover was due to _____.

B-20 Statement of Additional Information § TIAA-CREF Funds

The following fixed-income Funds were impacted by high turnover rates. The __________ Fund portfolio turnover rate [decreased] [increased] to [_____]% for 2008, as compared with [_____]% for the same period in 2007, due primarily to ______.

The __________ Fund portfolio turnover rate [decreased] [increased] to [_____]% for 2008, as compared with [_____]% for the same period in 2007, due primarily to ______.

Finally, the __________ Fund portfolio turnover rate [decreased] [increased] to [_____]% for 2008, as compared with [_____]% for the same period in 2007, due primarily to ______.

The portfolio turnover rates of the other Funds did not change significantly from 2007 to 2008.

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.

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 Funds, P.O. Box 4674, New York, NY 10164.

TIAA-CREF 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 September 2007.	Chief Operating Officer (since September 2007) of Copper Rock Capital Partners, LLC (investment adviser). 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 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); and Chief Executive Officer (1995- 2001); President (1991-2000); and Chief Operating Officer (1989-1995) of that firm.	61	Director, Prudential plc and International Advisory Board, 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.	President and CEO, National Bureau of Economic Research (since 2008); Head (2006-2008) 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 (1990-2008).	61	Director, The Jeffrey Company and Jeflion Company (unregistered investment companies); and National Bureau of Economic Research.


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 September 2007.	Executive Vice President of Client Services of TIAA and of TIAA-CREF Funds, CREF, TIAA-CREF Life Funds and TIAA Separate Account VA-1 (collectively, the “TIAA-CREF Fund Complex”) (since August 2008); Executive Vice President of Individual Client Services of TIAA and the TIAA-CREF Fund Complex (2007-2008); President and Chief Executive Officer, TIAA-CREF Individual & Institutional Services, LLC (“Services”) (since July 2007); and Senior Managing Director and Head of Wealth Management Group, 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 Business of Zurich Scudder Investments; and Head of U.S. Scudder Direct Retail Business and Chief Executive Officer of Scudder Brokerage (1997-2003).


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 since February 2008.	Chief Compliance Officer of the TIAA-CREF Fund Complex; Vice President Senior Compliance Officer of Asset Management Compliance of TIAA and Chief Compliance Officer of Advisors and TIAA-CREF Investment Management, LLC (“Investment Management”) (since February 2008). Formerly, Managing Director/Director of Global Compliance, AIG Investments (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).

TIAA-CREF 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


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.	President and Principal Executive Officer of the TIAA-CREF Funds and the 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). Formerly, Manager of TIAA Realty Capital Management, LLC (2004-2006), and Chief Investment Officer of TIAA (2004-2006) and the TIAA-CREF Fund Complex (2003-2006); and Executive Vice President and Head of Asset Management of the TIAA-CREF Funds and the TIAA-CREF Life Funds (2006-2007).


Jonathan Feigelson TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 1/10/62	Senior Vice President and Acting General Counsel	One-year term. Senior Vice President and Acting General Counsel since October 2008.	Senior Vice President and Acting General Counsel of TIAA, CREF, TIAA Separate Account VA-1, TIAA-CREF Funds and TIAA-CREF Life Funds (since October 2008); and Senior Vice President and Deputy General Counsel of TIAA (since August 2006). Formerly, Managing Director and General Counsel, ABN AMRO (2002 – August 2006).


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 Funds and TIAA-CREF Life Funds (since 2007) and Treasurer of CREF and TIAA Separate Account VA-1 (since August 2008). 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).


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, Risk Management, of TIAA and the TIAA-CREF Fund Complex (since 2003). Director of Advisors (since 2004) and TPIS (since 2003) and Manager of Investment Management (since 2004). 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).


William Mostyn TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 1/18/48	Vice President and Corporate Secretary	One year term. Vice President and Corporate Secretary since May 2008.	Vice President and Corporate Secretary of TIAA and the TIAA-CREF Fund Complex (since May 2008). Formerly, Deputy General Counsel and Corporate Secretary, Bank of America (2005-2008); and Deputy General Counsel, Secretary and Corporate Governance Officer, The Gillette Company (2000-2005).


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).


Cara L. Schnaper TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 2/13/54	Executive Vice President	One-Year Term. Executive Vice President since February 2008.	Executive Vice President, Technology and Operations of TIAA, and Executive Vice President of the TIAA-CREF Fund Complex (since February 2008). Formerly, Principal, Market Resolve, LLC (2006-February 2008); and Head, Middle Office, Investment Banking (2000-2002), Head, Technology and Operations, Equities (1999-2000) and Chief Operating Officer Technology and Operations, Emerging Markets, Foreign Exchange and Commodities (1997-1999), JP Morgan Chase & Co.

B-24 Statement of Additional Information § TIAA-CREF Funds

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


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, Institutional Development and Sales of TIAA and the TIAA-CREF Fund Complex (since August 2008); Executive Vice President, Strategy Implementation and Policy of TIAA and the TIAA-CREF Fund Complex (2006-2008); and Director and President of TIAA-CREF Enterprises, Inc. (since 2000). Formerly, Executive Vice President, Product Management of TIAA and the 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, Product Development and Management of TIAA (since August 2008); Executive Vice President, Institutional Client Services (2006-2008); Director of Tuition Financing and Manager of Services (April 2006); and President and CEO, TIAA-CREF Redwood, LLC (September 2006). Formerly, Senior Vice President, Pension Products (2003-2006) and 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, 2008. 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.

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	$XX-XX	$XX-XX

Nancy A. Eckl	$XX-XX	$XX-XX

Eugene Flood, Jr.	$XX-XX	$XX-XX

Michael A. Forrester	$XX-XX	$XX-XX

Howell E. Jackson	$XX-XX	$XX-XX

Nancy L. Jacob	$XX-XX	$XX-XX

Bridget Macaskill	$XX-XX	$XX-XX

James M. Poterba	$XX-XX	$XX-XX

Maceo K. Sloan	$XX-XX	$XX-XX

Laura T. Starks	$XX-XX	$XX-XX

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, 2008. 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 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	$	XX	$	XX	$	XX
Nancy A. Eckl	$	XX	$	XX	$	XX
Eugene Flood, Jr.	$	XX	$	XX	$	XX
Michael A. Forrester	$	XX	$	XX	$	XX
Howell E. Jackson	$	XX	$	XX	$	XX
Nancy L. Jacob	$	XX	$	XX	$	XX
Bridget A. Macaskill	$	XX	$	XX	$	XX
James M. Poterba	$	XX	$	XX	$	XX
Maceo K. Sloan*	$	XX	$	XX	$	XX
Laura T. Starks	$	XX	$	XX	$	XX

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, 2008, for all current trustees who had elected to defer their compensation.

TIAA-CREF Funds § Statement of Additional Information B-25

The Board has approved trustee compensation at the following rates effective January 1, 2008: an annual retainer of $50,000; a Board and committee meeting fee of $2,500 ($1,000 per conference call meeting to review investment performance of the Funds); 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 prorated 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, 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, 2008, the Audit and Compliance Committee held _____ meetings. The current members of the Audit and Compliance Committee are Mr. Sloan (chair), Mr. Berkley, Ms. Eckl 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, 2008, the Investment Committee held _____ meetings. The current members of the Investment Committee are Dr. Flood (chair), Mr. Berkley, 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, 2008, the Corporate Governance and Social Responsibility Committee held _____ meetings. The current members of the Corporate Governance and Social Responsibility Committee are Prof. Poterba (chair), Mr. Forrester, Prof. Jackson and Dr. Starks.

(4)	An Executive Committee, consisting solely of independent trustees, which generally is vested with full board powers between Board meetings on matters that arise between Board meetings. During the fiscal year ended September 30, 2008, [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, 2008, the Nominating and Governance Committee held _____ meetings. The current members of the Nominating and Governance Committee are Dr. Jacob (chair), Ms. Eckl, Mr. Sloan and Dr. Starks.

(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, 2008, the Operations Committee held _____ meetings. The current members of the Operations Committee are Prof. Jackson (chair), Dr. Flood, Mr. Forrester, Dr. Jacob, Ms. Macaskill and Dr. Starks.

Investors can recommend, and the Nominating and Governance Committee will consider, nominees for election as trustees by providing potential nominee names and background information to the Secretary of the TIAA-CREF Funds. The 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

B-26 Statement of Additional Information § TIAA-CREF Funds

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 accordance 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 twelvemonth period ended June 30, 2008, 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, 2009, will become available in August 2009. 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, 2008, 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

[TBD]

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, 2008.

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 [__________] for all other Funds. For the Funds’ fiscal years ended September 30, 2008, 2007 and 2006, 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.

TIAA-CREF Funds § Statement of Additional Information B-27



	Gross						Waived						Net

		Fiscal year ended Sept. 2008		Fiscal year ended Sept. 2007		Fiscal year ended Sept. 2006		Fiscal year ended Sept. 2008		Fiscal year ended Sept. 2007		Fiscal year ended Sept. 2006		Fiscal year ended Sept. 2008		Fiscal year ended Sept. 2007		Fiscal year ended Sept. 2006

Growth Equity Fund	$	XX	$	152,280	$	94,613	$	XX	$	—	$	—	$	XX	$	152,280	$	94,613
Growth & Income Fund	$	XX	$	2,234,588	$	581,033	$	XX	$	1,837,327	$	435,703	$	XX	$	397,261	$	145,330
International Equity Fund	$	XX	$	8,450,484	$	3,908,919	$	XX	$	—	$	—	$	XX	$	8,450,484	$	3,908,919
Large-Cap Growth Fund	$	XX	$	1,216,436		28,496	$	XX	$	1,000,182	$	23,430	$	XX	$	216,254		5,066
Large-Cap Value Fund	$	XX	$	3,793,790	$	2,032,199		XX		—		—	$	XX	$	3,793,790	$	2,032,199
Mid-Cap Growth Fund	$	XX	$	1,536,221	$	971,318	$	XX	$	—	$	—	$	XX	$	1,536,221	$	971,318
Mid-Cap Value Fund	$	XX	$	3,319,666	$	1,532,547	$	XX	$	—	$	—	$	XX	$	3,319,666	$	1,532,547
Small-Cap Equity Fund	$	XX	$	2,301,040	$	1,420,039	$	XX	$	—	$	—	$	XX	$	2,301,040	$	1,420,039
Large-Cap Growth Index Fund	$	XX	$	138,120	$	222,559	$	XX	$	—	$	—	$	XX	$	138,120	$	222,559
Large-Cap Value Index Fund	$	XX	$	173,742	$	201,045	$	XX	$	—	$	—	$	XX	$	173,742	$	201,045
Equity Index Fund	$	XX	$	385,070	$	250,928	$	XX	$	—	$	—	$	XX	$	385,070	$	250,928
S&P 500 Index Fund	$	XX	$	418,386	$	305,486	$	XX	$	—	$	—	$	XX	$	418,386	$	305,486
Mid-Cap Growth Index Fund	$	XX	$	24,456	$	15,006	$	XX	$	—	$	—	$	XX	$	24,456	$	15,006
Mid-Cap Value Index Fund	$	XX	$	58,763	$	23,920	$	XX	$	—	$	—	$	XX	$	58,763	$	23,920
Mid-Cap Blend Index Fund	$	XX	$	63,029	$	35,213	$	XX	$	—	$	—	$	XX	$	63,029	$	35,213
Small-Cap Growth Index Fund	$	XX	$	46,910	$	37,330	$	XX	$	—	$	—	$	XX	$	46,910	$	37,330
Small-Cap Value Index Fund	$	XX	$	58,109	$	34,049	$	XX	$	—	$	—	$	XX	$	58,109	$	34,049
Small-Cap Blend Index Fund	$	XX	$	84,294	$	73,785		XX		—		—	$	XX	$	84,294	$	73,785
International Equity Index Fund	$	XX	$	252,384	$	133,992	$	XX	$	—	$	—	$	XX	$	252,384	$	133,992
Enhanced International Equity Index Fund		XX	$	—	$	—	$	XX	$	—	$	—	$	XX	$	—	$	—
Enhanced Large-Cap Growth Index Fund		XX	$	—	$	—	$	XX	$	—	$	—	$	XX	$	—	$	—
Enhanced Large-Cap Value Index Fund		XX	$	—	$	—	$	XX	$	—	$	—	$	XX	$	—	$	—
Social Choice Equity Fund	$	XX	$	508,162	$	223,269	$	XX	$	—	$	—	$	XX	$	508,162	$	223,269
Real Estate Securities Fund	$	XX	$	3,541,961	$	2,030,304	$	XX	$	—	$	—	$	XX	$	3,541,961	$	2,030,304
Managed Allocation Fund		XX		—		—	$	XX	$	—	$	—		XX		—		—
Bond Fund	$	XX	$	4,411,620	$	3,600,946		XX		—		—	$	XX	$	4,411,620	$	3,600,946
Bond Plus Fund	$	XX	$	864,662		83,169	$	XX	$	—	$	—	$	XX	$	864,662		83,169
Short-Term Bond Fund	$	XX	$	398,961		71,324		XX		—		—	$	XX	$	398,961		71,324
High-Yield Fund	$	XX	$	730,277		93,229		XX		—		—	$	XX	$	730,277		93,229
Tax-Exempt Bond Fund	$	XX	$	436,344		78,279		XX		—		—	$	XX	$	436,344		78,279
Inflation-Linked Bond Fund	$	XX	$	1,424,501	$	964,434	$	XX	$	—	$	—	$	XX	$	1,424,501	$	964,434
Money Market Fund	$	XX	$	806,773	$	227,744	$	XX	$	—	$	—	$	XX	$	806,773	$	227,744

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 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

B-28 Statement of Additional Information § TIAA-CREF Funds

regarding sales literature and marketing plans; (3) monitoring 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, 2008, 2007 and 2006 are set forth in the table below:


	Current Service Fee Rate			Service Fees for fiscal year ended September 30,

Name of Fund				2008		2007		2006

Growth Equity Fund
Institutional Class		*		$	XX	$	—	$	16,561
Growth & Income Fund					XX
Retirement Class		0.25	%	$	XX	$	308,916	$	200,934
Institutional Class		*			XX	$	—	$	16,967
Retail Class		*			XX		—		—
International Equity Fund
Retirement Class		0.25	%	$	XX	$	2,163,946	$	1,010,814
Institutional Class		*			XX	$	—	$	67,154
Retail Class		*			XX		—		—
Large-Cap Growth Fund
Retirement Class		0.25	%	$	XX	$	16,527		1,188
Institutional Class		*			XX		—		—
Retail Class		*			XX		—		—
Large-Cap Value Fund
Retirement Class		0.25	%	$	XX	$	981,135	$	529,501
Institutional Class		*			XX	$	—	$	30,850
Retail Class		*			XX	$	—	$	193,269
Mid-Cap Growth Fund
Retirement Class		0.25	%	$	XX	$	512,225	$	475,436
Institutional Class		*			XX	$	—	$	2,905
Retail Class		*			XX	$	—	$	74,325
Mid-Cap Value Fund
Retirement Class		0.25	%	$	XX	$	1,208,243	$	807,640
Institutional Class		*			XX	$	—	$	3,509
Retail Class		*			XX	$	—	$	112,335
Small-Cap Equity Fund
Retirement Class		0.25	%	$	XX	$	641,387	$	561,388
Institutional Class		*			XX	$	—	$	16,142
Retail Class		*			XX	$	—	$	46,175
Large-Cap Growth Index Fund
Retirement Class		0.25	%	$	XX	$	155,596	$	86,461
Institutional Class		*			XX	$	—	$	32,962
Large-Cap Value Index Fund
Retirement Class		0.25	%	$	XX	$	196,291	$	25,865
Institutional Class		*			XX	$	—	$	30,722


*	These classes of the Funds are not currently subject to any service agreement.


	Current Service Fee Rate			Service Fees for fiscal year ended September 30,

Name of Fund				2008		2007		2006

Equity Index Fund
Retirement Class		0.25	%	$	XX	$	13,264		1,588
Institutional Class		*			XX	$	—	$	40,939
Retail Class		*			XX		—		—
S&P 500 Index Fund
Retirement Class		0.25	%	$	XX	$	486,652	$	326,901
Institutional Class		*			XX	$	—	$	38,093
Mid-Cap Growth Index Fund
Retirement Class		0.25	%	$	XX	$	45,612		13,536
Institutional Class		*			XX	$	—	$	2,037
Mid-Cap Value Index Fund
Retirement Class		0.25	%	$	XX	$	119,810	$	21,589
Institutional Class		*			XX	$	—	$	3,228
Mid-Cap Blend Index Fund
Retirement Class		0.25	%	$	XX	$	148,480	$	46,717
Institutional Class		*			XX	$	—	$	4,429
Small-Cap Growth Index Fund
Retirement Class		0.25	%	$	XX	$	62,961	$	32,783
Institutional Class		*			XX	$	—	$	5,223
Small-Cap Value Index Fund
Retirement Class		0.25	%	$	XX	$	125,645	$	25,356
Institutional Class		*			XX	$	—	$	4,817
Small-Cap Blend Index Fund
Retirement Class		0.25	%	$	XX	$	108,099	$	23,328
Institutional Class		*			XX	$	—	$	10,851
International Equity Index Fund
Retirement Class		0.25	%	$	XX	$	477,478	$	74,626
Institutional Class		*			XX	$	—	$	25,841
Enhanced International Equity Index Fund
Institutional Class		XX	%	$	XX	$	—	$	—
Enhanced Large-Cap Growth Index Fund
Institutional Class		XX	%	$	XX	$	—	$	—
Enhanced Large-Cap Value Index Fund
Institutional Class		XX	%	$	XX	$	—	$	—
Social Choice Equity Fund
Retirement Class		0.25	%	$	XX	$	270,604	$	179,514
Institutional Class		*			XX	$	—	$	8,010
Retail Class		*			XX		—		—
Real Estate Securities Fund
Retirement Class		0.25	%	$	XX	$	645,344	$	420,500
Institutional Class		*			XX	$	—	$	32,207
Retail Class		*			XX	$	—	$	171,428
Managed Allocation Fund
Retirement Class		0.25	%	$	XX	$	27,152		4,962
Institutional Class		*			XX		—		—
Retail Class		*			XX		—		—
Bond Fund
Retirement Class		0.25	%	$	XX	$	10,911		847
Institutional Class		*			XX	$	—	$	201,944
Retail Class		*			XX		—		—
Bond Plus Fund
Retirement Class		0.25	%	$	XX	$	14,180		1,449
Institutional Class		*			XX		—		—
Retail Class		*			XX		—		—
Short-Term Bond Fund
Retirement Class		0.25	%	$	XX	$	17,795		1,565
Institutional Class		*			XX		—		—
Retail Class		*			XX		—		—
High Yield Fund
Retirement Class		0.25	%	$	XX	$	24,208		1,325
Institutional Class		*			XX		—		—
Retail Class		*			XX		—		—
Tax-Exempt Bond Fund
Institutional Class		*			XX		—		—
Retail Class		*			XX		—		—
Inflation-Linked Bond Fund
Retirement Class		0.25	%	$	XX	$	27,875		2,010
Institutional Class		*			XX	$	—	$	34,374
Retail Class		*			XX	$	—	$	42,073
Money Market Fund
Retirement Class		0.25	%	$	XX	$	161,392		19,085
Institutional Class		*			XX	$	—	$	20,752
Retail Class		*			XX		—		—


*	These classes of the Funds are not currently subject to any service agreement.

TIAA-CREF Funds § Statement of Additional Information B-29

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

[________________], serves as the independent registered public accounting firm of the Trust and audited the Funds’ financial statements for the fiscal year ended September 30, 2008.

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.

The Funds portfolio managers may receive two types of long-term compensation awards – TIAA-CREF Long-Term Performance Plan units and accumulation units of the Funds they manage. Portfolio managers of the Bond, Bond Plus, Growth and Income, Growth Equity, High-Yield, Inflation-Linked, International Equity, Large-Cap Growth, Large-Cap Value, Mid-Cap Growth, Mid-Cap Value, Real Estate Securities, Short-Term Bond, Small-Cap Equity, Social Choice Equity, Enhanced International Equity Index, Enhanced Large-Cap Growth Index and Enhanced Large-Cap Value Index Funds receive 50% of their long-term compensation awards in Plan units, and 50% in accumulation units of the Funds they manage. Portfolio managers of the other Funds receive 100% of their long-term compensation awards in Plan units.

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.

B-30 Statement of Additional Information § TIAA-CREF Funds

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, 2008.

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

Andrea Mitroff

Growth & Income Fund

Susan Kempler

William Riegel, CFA

International Equity Fund

Shigemi (Amy) Hatta

Christopher F. Semenuk

Large-Cap Growth Fund

Susan Hirsch

Andrea Mitroff

Large-Cap Value Fund

Richard Cutler

Athanasios (Tom) Kolefas, CFA

Mid-Cap Growth Fund

George (Ted) Scalise, CFA

Susan Hirsch

Mid-Cap Value Fund

Richard Cutler

Athanasios (Tom) Kolefas, CFA

Small-Cap Equity Fund

Michael S. Shing, CFA

Adam Cao

Large-Cap Growth Index Fund

Philip James (Jim) Campagna, CFA

Anne Sapp, CFA

Large-Cap Value Index Fund

Philip James (Jim) Campagna, CFA

Anne Sapp, CFA

Equity Index Fund

Philip James (Jim) Campagna, CFA

Anne Sapp, CFA

S&P 500 Index Fund

Philip James (Jim) Campagna, CFA

Anne Sapp, CFA

Mid-Cap Growth Index Fund

Philip James (Jim) Campagna, CFA

Anne Sapp, CFA

Mid-Cap Value Index Fund

Philip James (Jim) Campagna, CFA

Anne Sapp, CFA

Mid-Cap Blend Index Fund

Philip James (Jim) Campagna, CFA

Anne Sapp, CFA

Small-Cap Growth Index Fund

Philip James (Jim) Campagna, CFA

Anne Sapp, CFA

TIAA-CREF Funds § Statement of Additional Information B-31

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

Anne Sapp, CFA

Small-Cap Blend Index Fund

Philip James (Jim) Campagna, CFA

Anne Sapp, CFA

International Equity Index Fund

Philip James (Jim) Campagna, CFA

Anne Sapp, CFA

Enhanced International Equity Index Fund

Jacob Pozharny

Steven Rossiello, CFA

Enhanced Large-Cap Growth Index Fund

Ruxiang (Michael) Qian

Kelvin Zhang

Enhanced Large-Cap Value Index Fund

Michael S. Shing, CFA

Social Choice Equity Fund

Philip James (Jim) Campagna, CFA

Anne Sapp, CFA

Real Estate Securities Fund

David Copp

Saira Malik

Brendan Lee

Managed Allocation Fund

John M. Cunniff, CFA

Hans L. Erickson, CFA

Pablo Mitchell

Bond Fund

Elizabeth (Lisa) D. Black, CFA

John M. Cerra

Bond Plus Fund

Elizabeth (Lisa) D. Black, CFA

John M. Cerra

Short-Term Bond Fund

Elizabeth (Lisa) D. Black, CFA

John M. Cerra

High-Yield Fund

Kevin R. Lorenz, CFA

Tax-Exempt Bond Fund

Peter Scola

Inflation-Linked Bond Fund

John M. Cerra

Money Market Fund

Michael F. Ferraro, CFA

+ The information presented is as of [________], 2008.

* The information presented is as of [________], 2008.

B-32 Statement of Additional Information § TIAA-CREF Funds

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.

TIAA-CREF Funds § Statement of Additional Information B-33

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 that was 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 2008.]

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

B-34 Statement of Additional Information § TIAA-CREF Funds

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

TIAA-CREF Funds § Statement of Additional Information B-35

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-

B-36 Statement of Additional Information § TIAA-CREF Funds

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.

TIAA-CREF Funds § Statement of Additional Information B-37

CAPITAL LOSS CARRYFORWARDS

As of September 30, 2008, 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.


	Date of Expiration

Fund	9/30/09		9/30/10		9/30/11		9/30/12		9/30/13		9/30/14		9/30/15		9/30/16		Total

Growth Equity	$	—	$	—	$	—	$	21,246.987	$	2,530,334	$	—	$	—	$	X	$	X
Growth & Income		1,286,601		39,342,773		—		—		—		—		—		X		X
Large-Cap Growth		129,325,246		60,601,952		9,870,740		1,691,917		—		—		—		X		X
Bond		—		—		—		—		—		681,137		17,090,688		X		X
Bond Plus		—		—		—		—		4,900,372		120,262		—		X		X
Short-Term Bond		—		—		—		2,261,136		2,605,737		501,909		—		X		X
High-Yield		—		694,520		—		—		—		—		—		X		X
Tax-Exempt Bond		—		—		—		—		439,873		—		69,477		X		X
Inflation-Linked Bond		—		—		—								3,764,887		X		X
Money Market		—		—		1,330		8,395		219		373		—		X		X

[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, 2008] for the Growth & Income Fund may be subject to limitations under the Internal Revenue Code and Regulations thereunder.]

[Due to large shareholder activity during the prior fiscal year ended September 30, 2007, the current year utilization of the ___________ 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-

B-38 Statement of Additional Information § TIAA-CREF Funds

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

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


Fund	Commissions

Growth Equity Fund	$	X
Growth & Income Fund	$	X
International Equity Fund	$	X
Large-Cap Growth Fund	$	X
Large-Cap Value Fund	$	X
Mid-Cap Growth Fund	$	X
Mid-Cap Value Fund	$	X
Small-Cap Equity Fund	$	X
Large-Cap Growth Index Fund	$	X
Large-Cap Value Index Fund	$	X
Equity Index Fund	$	X
S&P 500 Index Fund	$	X
Mid-Cap Growth Index Fund	$	X
Mid-Cap Value Index Fund	$	X
Mid-Cap Blend Index Fund	$	X
Small-Cap Growth Index Fund	$	X
Small-Cap Value Index Fund	$	X
Small-Cap Blend Index Fund	$	X
International Equity Index Fund	$	X
Enhanced International Equity Index Fund	$	X
Enhanced Large-Cap Growth Index Fund	$	X
Enhanced Large-Cap Value Index Fund	$	X
Social Choice Equity Fund	$	X
Real Estate Securities Fund	$	X


Fund	2006 Commissions		2007 Commissions		2008 Commissions

Growth Equity Fund	$	160,732	$	399,997	$	XX
Growth & Income Fund	$	545,035	$	612,223	$	XX
International Equity Fund	$	2,011,807	$	5,329,865	$	XX
Large-Cap Growth Fund		24,444	$	453,218	$	XX
Large-Cap Value Fund	$	1,384,478	$	2,469,045	$	XX
Mid-Cap Growth Fund	$	333,501	$	446,670	$	XX
Mid-Cap Value Fund	$	623,422	$	922,692	$	XX
Small-Cap Equity Fund	$	359,980	$	192,822	$	XX
Large-Cap Growth Index Fund	$	102,385	$	47,524	$	XX
Large-Cap Value Index Fund	$	89,102	$	51,441	$	XX
Equity Index Fund	$	52,639	$	58,945	$	XX
S&P 500 Index Fund	$	77,021	$	32,561	$	XX
Mid-Cap Growth Index Fund	$	1,555	$	11,530	$	XX
Mid-Cap Value Index Fund	$	2,664	$	20,789	$	XX
Mid-Cap Blend Index Fund	$	8,214	$	33,146	$	XX
Small-Cap Growth Index Fund	$	16,694	$	24,365	$	XX
Small-Cap Value Index Fund	$	14,659	$	33,595	$	XX
Small-Cap Blend Index Fund	$	39,397	$	31,806	$	XX
Enhanced International Equity Index Fund	$	—	$	XX	$	XX
Enhanced Large-Cap Growth Index Fund	$	—	$	XX	$	XX
Enhanced Large-Cap Value Index Fund	$	—	$	XX	$	XX
International Equity Index Fund		15,508		215,463		XX
Social Choice Equity Fund	$	11,132	$	19,611	$	XX
Real Estate Securities Fund	$	2,812,739	$	1,394,864	$	XX


Fund	Broker	Parent	Holdings (US$)

[____________]
Fund	___________________________________________________________________________________________

[____________]
Fund	___________________________________________________________________________________________


B-45		I. Introduction: Historical Perspective

B-46		II. Shareholder Rights

B-46		III. Director Elections — Majority Voting

B-47		IV. The Board of Directors

B-47		V. Board Structure and Processes
B-47		A. Board Membership
B-48		B. Board Responsibilities
B-48		C. Board Operation and Organization

B-50		VI. Executive Compensation
B-51		A. Equity-Based Compensation
B-51		B. Perquisites
B-51		C. Supplemental Executive Retirement Plans
B-51		D. Executive Contracts

B-52		VII. TIAA-CREF Corporate Governance Program
B-52		A. Engagement Policy and Practices
B-52		B. Proxy Voting
B-52		C. Influencing Public Policy and Regulation
B-52		D. Divestment

B-53		VIII. International Governance

B-54		IX. Environmental and Social Issues

B-54		X. Securities Lending Policy

B-54		APPENDIX A: Proxy Voting Guidelines
B-54		Guidelines for Board-Related Issues
B-55		Guidelines for Other Governance Issues
B-55		Guidelines for Compensation Issues
B-56		Guidelines for Environmental and Social Issues


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.


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.


	•	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.


	•	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.


	•	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.


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.


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.


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.


	•	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


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.


	•	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.


	•	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.


	•	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.


	•	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 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.


	•	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.


	•	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


		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.


	•	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.


	•	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.


(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^/

	(8)	Amendment dated August 29, 2008 to the Declaration of Trust.*

(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.¹⁴^/

	(25)	Form of Amendment dated February 1, 2008 to the February 1, 2006 Expense Reimbursement Agreement.¹⁴^/

	(26)	Form of Amendment dated February 1, 2008 to the February 1, 2006 Fee Waiver for Growth & Income Fund and Lifecycle Funds.¹⁴^/

(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, 2008.¹⁴^/

	(4)	Non-Employee Trustee and Member Deferred Compensation Plan, dated January 1, 2008.¹⁴^/

(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, 2003⁵^/, 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^/

(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^/