As filed with the Securities and Exchange
Commission on August 4, 2010
File Nos. 333-76651, 811-09301
Washington, D.C. 20549
FORM N-1A
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
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Pre-Effective Amendment No. |
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Post-Effective Amendment No. 35 |
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
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Amendment No. 38 |
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(Check appropriate box or boxes) |
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TIAA-CREF
Funds
(Exact Name of Registrant as Specified in Charter)
730 Third Avenue
New York, New York 10017-3206
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, including Area Code: (800) 842-2733
Stewart P. Greene, Esq.
TIAA-CREF 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.
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It is proposed that this filing will become effective (check appropriate box): |
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Immediately upon filing pursuant to paragraph (b) |
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On August 7, 2010 pursuant to paragraph (b) |
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60 days after filing pursuant to paragraph (a)(1) |
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75 days after filing pursuant to paragraph (a)(2) |
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On (date) pursuant to paragraph (a)(1) |
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On (date) pursuant to paragraph (a)(2) of rule 485 |
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If appropriate, check the following box: |
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This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
PROSPECTUS
AUGUST 31, 2010
TIAA-CREF EMERGING MARKETS EQUITY FUND
of the TIAA-CREF Funds
Class Ticker: Retail TEMRX Retirement TEMSX Premier TEMPX Institutional TEMLX
This Prospectus describes the Retail, Retirement, Premier and Institutional Class shares offered by the TIAA-CREF Emerging Markets Equity Fund (the “Fund”). The Fund is one of the investment portfolios of the TIAA-CREF Funds (the “Trust”).
An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. An investor can lose money in the Fund and the Fund could perform more poorly than other investments.
The Securities and Exchange Commission (the “SEC”) has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
TABLE OF CONTENTS
SUMMARY INFORMATION
TIAA-CREF EMERGING MARKETS EQUITY FUND of the TIAA-CREF Funds The Fund seeks a favorable long-term total
return, mainly through capital appreciation, by investing primarily in a portfolio of emerging markets
equity investments. This table describes the
fees and expenses that you may pay if you buy and hold shares of the Fund: SHAREHOLDER FEES
(deducted directly from gross amount of transaction) Retail Retirement
Premier Institutional Maximum Sales Charge Imposed on Purchases 0% 0% 0% 0% Maximum
Deferred Sales Charge 0% 0% 0% 0% Maximum
Sales Charge Imposed on Reinvested 0% 0% 0% 0% Redemption or Exchange Fee (on shares held
less than 60 days) 2.00% 2.00% 2.00% 2.00% Account
Maintenance Fee $15.00 0% 0% 0% ANNUAL FUND OPERATING
EXPENSES (expenses that you pay each year as
a percentage of the value of your investment) Retail Class Retirement Class Premier
Class Institutional Class Management Fees 0.85% 0.85% 0.85% 0.85% Distribution (Rule 12b-1) Fees 0.25% 0.00%
0.15%
0.00% Other
Expenses1 0.42%
0.53%
0.28%
0.28%
Total
Annual Fund Operating Expenses 1.52% 1.38% 1.28% 1.13% Waivers and Expense Reimbursements2 0.18%
0.18%
0.18%
0.18%
Total Annual Fund Operating
Expenses After Fee Waiver and/or Expense Reimbursement 1.34% 1.20% 1.10% 0.95% TIAA-CREF
Emerging Markets Equity Fund ■ Prospectus 3
Class
Class
Class
Class
(percentage
of offering price)
Dividends and Other Distributions
(annual fee on accounts under $2,000)
1 Other Expenses are estimates for the current fiscal year because
the Fund is newly operational. 2 Under the Fund’s expense reimbursement arrangements,
the Fund’s investment adviser, Teachers Advisors, Inc. (“Advisors”), has contractually
agreed to reimburse the Fund for any Total Annual Fund Operating Expenses (excluding Acquired Fund Fees
and Expenses and extraordinary expenses) that exceed: (i) 1.34% of average daily net assets for Retail
Class shares; (ii) 1.20% of average daily net assets for Retirement Class shares; (iii) 1.10% of average
daily net assets for Premier Class shares; and (iv) 0.95% of average daily net assets for Institutional
Class shares of the Fund. These expense reimbursement arrangements will continue through at least August
31, 2011, unless changed with approval of the Board of Trustees. This
example is intended to help you compare the cost of investing in shares of the Fund with the cost of
investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time
periods indicated and then redeem all 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, before expense
reimbursements, remain the same. The example assumes that the Fund’s expense reimbursement agreement
will remain in place through August 31, 2011 but that there will be no waiver or expense reimbursement
agreement in effect thereafter. Although your actual costs may be higher or lower, based on these assumptions
your costs would be: Retail Class Retirement
Class Premier Class Institutional
Class 1 Year $ 136 $ 122 $ 112 $ 97 3
Years $ 463 $ 419 $ 388 $ 341 The Fund pays transaction costs, such as commissions, when it buys
and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses or in the example, affect
the Fund’s performance. The Fund has not experienced any portfolio turnover because the Fund is
newly operational. PRINCIPAL INVESTMENT STRATEGIES Under normal circumstances,
the Fund invests at least 80% of its assets in equity securities of emerging market issuers or in instruments
with economic characteristics similar to emerging market equity securities. The Fund considers an “emerging
market security” to be a security that is principally traded on a securities exchange of an emerging
market or that is issued by an issuer that has primary operations in an emerging market. The Fund generally
defines an “emerging market” as any of the countries or markets represented in the Fund’s
benchmark index, the MSCI Emerging Markets Index (“MSCI EM 4 Prospectus ■ TIAA-CREF
Emerging Markets Equity Fund
Index”),
or any other country or market with similar emerging characteristics. Advisors’ stock selection
drives its country and regional asset allocations for the Fund. However, Advisors regularly compares
the Fund’s sector and country exposure against the MSCI EM Index to assess its comparative investment
exposures. Advisors looks for companies of any size 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. At times the Fund will not invest in securities of issuers
that do not meet certain corporate governance criteria adopted by the Fund. Under this policy, the Fund
currently has determined not to invest in certain companies with operations in Sudan. The
Fund may invest in instruments including exchange-traded funds (“ETFs”),
exchange-traded notes (“ETNs”),
equity-linked notes (“ELNs”) and futures contracts or other derivatives
to achieve its investment objective. The Fund may also use such instruments
for cash management and other purposes, including to gain exposure to certain
sectors or securities that are represented by ownership in ETFs, ETNs or ELNs.
When the 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. Because ETNs and ELNs are fixed-income obligations, they are subject
to the risks generally associated with fixed-income securities, like credit risk. You could lose money over
short or long periods by investing in this Fund. Accordingly, an investment in the Fund, or the Fund’s
portfolio securities, typically is subject to the following principal investment risks: · Market Risk—The risk that market prices of securities held by the Fund
may fall rapidly or unpredictably due to a variety of factors, including changing economic, political
or market conditions. · 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 value of the security over short or extended periods of time. · Active Management Risk—The risk that poor securities selection by the Fund’s
investment adviser could cause the Fund to underperform its benchmark index or mutual funds with similar
investment objectives. · Foreign
Investment Risk—Foreign markets can be more volatile than the U.S. market due to increased
risks of adverse issuer, political, regulatory, currency, market or economic developments and can result
in greater price volatility and perform differently from securities of U.S. issuers. This risk may be
heightened in emerging or developing markets. · Emerging
Markets Risk—The risk of foreign investment often increases 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
of issuers in emerging market countries may be volatile and difficult to determine. Securities issued
in these countries may be less liquid than securities issued in more developed economies. In addition,
foreign investors such as the Fund are subject to a variety of special restrictions in many such countries. TIAA-CREF
Emerging Markets Equity Fund ■ Prospectus 5
· Derivatives Risk—The risks associated with investing
in derivatives may be different and greater than the risks associated with directly investing in the
underlying securities and other instruments. The Fund may use futures and options, and the Fund may also
use more complex derivatives such as swaps that might present liquidity, credit and counterparty risk.
There can be no assurances that
the Fund will achieve its investment objective. You should not consider the Fund to be a complete investment
program. Please see the non-summary portion of the prospectus for more detailed information about the
risks described above. Performance information is not available for
the Fund because the Fund is newly operational. Once the Fund has completed one calendar year of operations,
its performance information will become available. Investment Adviser. The Fund’s investment adviser
is Teachers Advisors, Inc. Portfolio Managers.
The following person manages the Fund on a day-to-day basis: Name: Alexander Lee Muromcew Title: Managing Director Experience on Fund: since
inception in 2010 PURCHASE AND SALE OF FUND SHARES Retail
Class shares are available for purchase through financial intermediaries or by contacting the Fund directly
at 800 223-1200 or www.tiaa-cref.org. Retirement Class and Premier Class shares are generally available
for purchase through employee benefit plans or other types of savings plans or accounts. Institutional
Class shares are available for purchase directly from the Fund by certain eligible investors or through
financial intermediaries. · The minimum initial investment for Retail Class shares
is $2,000 for Traditional IRA, Roth IRA and Coverdell accounts and $2,500 for all other account types.
Subsequent investments for all account types must be at least $100. · There is no
minimum initial or subsequent investment for Retirement Class shares. Retirement Class shares are primarily
offered through employer-sponsored employee benefit plans. · There is a
$100 million aggregate plan size and $1 million initial minimum plan-level investment requirement for
Premier Class shares. Premier Class shares are offered through certain financial intermediaries and employer-sponsored
employee benefit plans. 6 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund
· The
minimum initial investment is $2 million and the minimum subsequent investment is $1,000 for Institutional
Class shares, unless an investor purchases shares by or through financial intermediaries that have entered
into an appropriate agreement with the Fund or its affiliates. Redeeming Shares. You can redeem (sell) your shares
of the Fund at any time. If your shares are held through a third party, please contact that person for
applicable redemption requirements. If your shares are held directly with the Fund, contact the Fund
directly in writing or by telephone. Redemptions involving shares of the Fund held less than 60 calendar
days may be subject to the Redemption Fee, addressed in “Fees and Expenses” above. Exchanging Shares. You can exchange shares of the
Fund for the same class of shares of any other funds offered by the TIAA-CREF Funds at any time, subject
to the limitations described in the Market Timing/Excessive Trading Policy section in the statutory prospectus
or any limitations imposed by a third party when shares are held through a third party. Exchanges involving
shares of the Fund held less than 60 calendar days may be subject to the Redemption Fee addressed in
"Fees and Expenses" above. The Fund intends to make distributions to shareholders
that may be taxed as ordinary income or capital gains. Distributions made to tax-exempt shareholders
or shareholders who hold Fund shares in a tax-deferred account are generally not subject to income tax
in the current year, but future redemptions made in tax-deferred accounts may be subject to income tax.
PAYMENTS TO BROKER-DEALERS AND OTHER If you
purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund
and/or its related companies may pay the intermediary for the sale of Fund shares and related services.
These payments may create a conflict of interest by influencing the broker-dealer or other intermediary
and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your
financial intermediary’s website for more information. ADDITIONAL INFORMATION ABOUT INVESTMENT STRATEGIES
AND RISKS ADDITIONAL INFORMATION ABOUT THE FUND This Prospectus
describes the Fund and its investment objective, principal investment strategies and restrictions and
principal investment risks. An investor should consider whether the Fund is an appropriate investment.
The investment objective of the Fund and its non-fundamental investment restrictions may be changed by
the Board of Trustees of the Trust (the “Board TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 7
FINANCIAL INTERMEDIARY COMPENSATION
of
Trustees”) without shareholder approval. Certain investment restrictions described in the Fund’s
Statement of Additional Information (“SAI”) are fundamental and may only be changed with shareholder
approval. As noted in the “Principal Investment Strategies” section of this Prospectus,
the Fund has a policy of normally investing at least 80% of its assets (net assets, plus the amount of
any borrowings for investment purposes) in the particular type of securities implied by its name. Shareholders
will receive at least 60 days' prior notice before changes are made to the 80% policy. Please
see the Glossary towards the end of this Prospectus for how the Fund defines "equity securities." The
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 reducing market losses but may otherwise not achieve its investment
objective. The use of a particular index as the 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. The Fund is not appropriate for market timing. You should not invest in the Fund
if you are a market timer. No one can assure that the 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 this Prospectus for certain defined terms used in this Prospectus.
ADDITIONAL INFORMATION ON PRINCIPAL INVESTMENT RISKS OF THE FUND The Fund
invests primarily in equity securities. In general, the value of equity securities fluctuates in response
to the fortune of individual companies and in response to general market and economic conditions. Therefore,
the value of the Fund may increase or decrease as a result of its interest in equity securities. More
specifically, the Fund, or any of the Fund’s portfolio securities, typically is subject to the following
principal investment risks: · Market
Risk—The risk that the price of equity securities may decline in response to general market
and economic conditions or events, including conditions and developments outside of the equity markets
such as significant changes in interest and inflation rates and the availability of credit. Accordingly,
the value of the equity securities that the 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.
During periods of unusual volatility or turmoil in the equity markets, the Fund may undergo an extended
period of decline. 8 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund
· 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. In times of market turmoil, perceptions of a company’s credit risk
can quickly change and even large, well-established companies may deteriorate rapidly with little or
no warning. · Active
Management Risk—The risk that the performance of a fund that is actively managed, in whole
or in part, reflects in part the ability of the portfolio manager(s) to make active, qualitative investment
decisions that are suited to achieving the fund's investment objective. As a result of poor stock selection,
the Fund could underperform its benchmark or other mutual funds with similar investment objectives. · Foreign Investment Risk—Foreign investments,
which may include securities of foreign issuers, securities or contracts traded or acquired in non-U.S.
markets or on non-U.S. exchanges, or securities or contracts payable or denominated in non-U.S. currencies,
can involve special risks that arise from one or more of the following events or circumstances: (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 custodial 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. · Emerging Markets Risk—The risk of foreign investment often increases 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 of issuers in emerging market countries may be volatile and difficult
to determine. Securities issued in these countries may be less liquid than securities issued in more
developed economies. In addition, foreign investors such as the Fund are subject to a variety of special
restrictions in many such countries. · Derivatives
Risk—The risks associated with investing in derivatives by the Fund may be different and
greater than the risks associated with directly investing in the underlying securities and other instruments.
Derivatives such as swaps are subject to risks such as liquidity risk, interest rate risk, market risk,
and credit risk. These derivatives involve the risk of mispricing TIAA-CREF Emerging Markets
Equity Fund ■ Prospectus 9
or improper valuation and the risk that the prices of certain options, futures, swaps
and other types of derivative instruments, and their prices, may not correlate perfectly with the prices
or performance of the underlying security, currency, rate, index or other asset. Certain derivatives
present the risk of default by the other party to the contract, and some derivatives are, or may suddenly
become, illiquid. Some of these risks exist for futures and options which may trade on established markets.
Unanticipated changes in interest rates, securities prices or currency exchange rates may result in
poorer overall performance of the Fund than if it had not entered into derivatives transactions. The
potential for loss as a result of investing in derivatives, and the speed at which such losses can be
realized, are greater than investing directly in the underlying security or other instrument. In addition
to the principal investment risks set forth above, there are other risks associated with investing in
the Fund and in emerging market equity securities that are discussed in the “Summary Information”
section above and in the Fund's SAI, which risks may include some of the risks previously identified
for emerging market equity securities. No one can assure that the 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 the Fund.
ADDITIONAL INFORMATION ABOUT THE FUND’S BENCHMARK INDEX The benchmark index described
below is unmanaged, and you cannot invest directly in the index. MSCI Emerging
Markets® Index The MSCI Emerging Markets®
(EM) Index tracks the performance of the leading stocks in 20 MSCI emerging countries in the following
areas: Europe, Asia, Africa, Latin America and the Middle East. MSCI constructs indices country by
country, then assembles the country indices into regional indices. To construct a MSCI country index,
the MSCI analyzes each stock in that country’s market based on its market capitalization, trading
volume and significant owners. The stocks are sorted by free float adjusted market capitalization, and
the largest stocks (meeting liquidity and trading volume requirements) are selected until approximately
85% of the free float adjusted market representation of each country’s market is reached. When combined
as the MSCI EM Index, the regional index captures approximately 85% of the free float adjusted market
capitalization of 20 emerging countries around the world. The MSCI EM Index may include
securities of large-, mid- and small-cap issuers. MSCI 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. 10 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund
NON-PRINCIPAL INVESTMENT STRATEGIES The Fund may also make certain other investments.
For example, the Fund may invest in short-term debt securities of the same type as those held by money
market funds and other kinds of short-term instruments for cash management and other purposes. These
securities help the Fund maintain liquidity, use cash balances effectively, and take advantage of attractive
investment opportunities. Under normal market conditions, the Fund also may invest up to 20% of its assets
in fixed-income securities. The Fund also may buy and sell: (1) put and call options on securities
of the types in which it may invest and on securities indices composed of such securities, (2) futures
contracts on securities indices composed of securities of the types in which it may invest, and (3) put
and call options on such futures contracts. The Fund may use such options and futures contracts for hedging
and cash management purposes and to increase total return. Futures contracts permit the 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. In seeking
to manage currency risk, the Fund 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 Fund
can invest in derivatives and other similar financial instruments, such as equity swaps (including contracts
for difference, 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, restrictions and policies and current regulations. Please
see the Fund’s SAI for more information on these and other investments the Fund may utilize. A description of the Fund’s policies and procedures with respect
to the disclosure of its portfolio holdings is available in the Fund’s SAI. If
the Fund engages in active and frequent trading of portfolio securities, it will have a correspondingly
higher “portfolio turnover rate.” A high portfolio turnover rate generally will result in (1)
greater brokerage commission expenses or other transaction costs borne by the Fund and, ultimately, by
shareholders and (2) higher amounts of realized investment gain subject to the payment of taxes by shareholders.
Also, a high portfolio turnover rate for the Fund may cause the Fund to be more likely to generate capital
gains that must be distributed to shareholders as taxable income. The Fund is not subject to a specific
limitation on portfolio turnover, and securities of the Fund may be sold TIAA-CREF Emerging Markets
Equity Fund ■ Prospectus 11
at
any time such sale is deemed advisable for investment or operational reasons. Also certain trading strategies
utilized by the Fund may increase portfolio turnover. The Fund is not generally managed to minimize
the tax burden for shareholders. The Fund 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 Fund’s portfolio turnover
rate and brokerage costs. Advisors may employ various portfolio management strategies to attempt to minimize
any potential disruptive effects or costs of such activity. The Fund offers Retail,
Retirement, Premier and Institutional Class shares in this Prospectus. The Fund’s investments are
held by the Fund as a whole, not by a particular share class, so an investor’s money will be invested
the same way no matter which class of shares is held. However, there are differences among the fees and
expenses associated with each class and not everyone is eligible to buy every class. After determining
which classes you are eligible to buy, decide which class best suits your needs. Please contact the Fund’s
distributor, Teachers Personal Investors Services, Inc., if you have questions or would like assistance
in determining which class is right for you. Advisors
manages the assets of the Trust, under the supervision of the Board of Trustees. Advisors is an indirect
wholly owned subsidiary of Teachers Insurance and Annuity Association of America (“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 May 31, 2010 Advisors and Investment Management together had approximately $199
billion of registered investment company assets under management. Advisors is located at 730 Third Avenue,
New York, NY 10017-3206. TIAA-CREF entities sponsor an array of financial
products for retirement and other investment goals. For some of these products, for example, the investment
accounts of CREF, TIAA or its subsidiaries perform services “at cost.” The Fund offered in
this Prospectus, however, pays the management fees 12 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund
and
other expenses that are described in the table on Fees and Expenses in the Prospectus. The management
fees paid by the Fund to Advisors are intended to compensate Advisors for its services to the Fund and
are not limited to the reimbursement of Advisors’ costs. Thus, under this arrangement, Advisors
can earn a profit or incur a loss on the services which it renders to the Fund. The Fund also pays Advisors
for certain administrative services that Advisors provides to the Fund on an at-cost basis. Advisors
manages the assets of the Fund described in this Prospectus pursuant to an investment management agreement
with the Trust that was approved by the initial sole shareholder of the Fund on August 1, 2010 (the “Management
Agreement”). Advisors’ duties under the Management Agreement include, among other things,
providing the Fund with investment research, advice and supervision, furnishing an investment program
for the Fund, determining which securities or other investments to purchase, sell or exchange and providing
or obtaining any other necessary services to manage, acquire or dispose of securities, cash or other
investments. The annual investment investment management fees charged under
the Management Agreement with respect to the Fund are as follows: Assets Under Management Fee Rate (Billions) (average daily net assets) Emerging Markets Equity Fund $0.0—$1.0 0.85% Over $1.0 - $2.5 0.83% Over $2.5 - $4.0 0.81% Over $4.0 0.79% A
discussion regarding the basis for the Board of Trustees’ initial approval of the Fund’s Management
Agreement will become available in the Fund’s shareholder report for the period ending October 31,
2010. For a free copy of the Fund’s shareholder report, once available, please call 800 842-2776,
visit the Fund’s website at www.tiaa-cref.org or visit the SEC’s website at www.sec.gov. The Fund is managed by a portfolio manager,
who is responsible for the day-to-day management of the Fund and who has expertise in the area(s) applicable
to the Fund’s investments. Below is information on the Fund’s portfolio manager, along with
his relevant experience. The persons managing the Fund may change from time to time. TIAA-CREF Emerging Markets
Equity Fund ■ Prospectus 13
Name & Title Portfolio
Role/ Experience Over Total
Experience At On EMERGING MARKETS EQUITY
FUND Alexander Lee Muromcew
Lead
Portfolio Manager Advisors, TIAA and its affiliates— 2004 1990 2010 The
Fund’s SAI provides additional disclosure about the compensation structure of its Fund’s portfolio
manager, the other accounts he manages, total assets in those accounts and potential conflicts of interest,
as well as the portfolio manager’s ownership of shares of the Fund. Under
the terms of the Management Agreement, responsibility for payment of administrative expenses, including
transfer agency, dividend disbursing, accounting, administrative and shareholder services, is allocated
either directly to the Fund or to Advisors. For Retirement Class shares of the Fund, the
Fund has a separate service agreement with Advisors (the “Retirement Class Service Agreement”)
pursuant to which Advisors provides or arranges for the provision of administrative and shareholder services
for the Retirement Class shares, including services associated with maintenance of Retirement Class shares
on retirement plan or other platforms. Under the Retirement Class Service Agreement, the Retirement Class
of the Fund pays monthly a fee to Advisors at an annual rate of 0.25% of average daily net assets, which
is reflected as part of “other expenses” in the Fee and Expenses section of this Prospectus.
Advisors may rely on affiliated or unaffiliated persons to fulfill its obligations under the Retirement
Class Service Agreement. ALL CLASSES Teachers
Personal Investors Services, Inc. (“TPIS”) distributes the different classes of the Fund’s
shares. TPIS may enter into agreements with other intermediaries, including its affiliated broker/dealer,
TIAA-CREF Individual & Institutional Services, LLC (“Services”), to sell shares of the
Fund. For Premier Class and Retail Class shares, TPIS may utilize some or all of the fees it receives
with respect to the Premier Class and Retail Class distribution plans under Rule 12b-1 to pay such other
intermediaries for expenses incurred in connection with 14 Prospectus ■ TIAA-CREF
Emerging Markets Equity Fund
Coverage/
Expertise/Specialty
Past Five Years
(since dates
specified below)
TIAA
Total
Team
Managing Director
2004 to Present (portfolio manage-
ment of international portfolios); Loomis, Sayles
& Co., LP—1999 to 2004 (portfolio management of international portfolios)
the
sale, promotion and servicing of Premier Class and Retail Class shares (see below). In addition TPIS,
Services or Advisors may pay intermediaries out of its own assets to support the distribution and/or
servicing of Fund 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. RETAIL
CLASS TPIS distributes the Fund’s Retail Class shares. The Fund has adopted a distribution
plan under Rule 12b-1 with respect to Retail Class shares under which the Fund pays TPIS an annual fee
for TPIS’ or other entities’ services related to the sale and promotion of Retail Class shares. Under
the plan, the Fund pays TPIS or another entity at the annual rate of 0.25% of average daily net assets
attributable to Retail Class shares for distribution and promotion-related activities, as well as shareholder
and account maintenance services. Advisors, TPIS and their affiliates, at their own expense, may also
continue to pay for distribution expenses of Retail Class shares. Because Rule 12b-1 plan fees are paid
out of the Fund’s assets on an ongoing basis, over time they will increase the cost of your investment
in the Fund. More information about the Fund’s distribution arrangements
for Retail Class shares appears in the Fund’s SAI. RETIREMENT CLASS TPIS distributes
the Fund’s Retirement Class shares. More information about the Fund’s distribution
arrangements for Retirement Class shares appears in the Fund’s SAI. PREMIER
CLASS TPIS distributes the Fund’s Premier Class shares. The Fund has adopted a distribution
plan under Rule 12b-1 with respect to Premier Class under which the Fund pays TPIS an annual fee to compensate
TPIS for TPIS’ services related to the sale, promotion and/or servicing of Premier Class shares. Under
the plan, the Fund pays TPIS at the annual rate of 0.15% of average daily net assets attributable to
Premier Class shares for distribution and promotion-related activities, as well as shareholder and account
maintenance services. Advisors, TPIS and their affiliates, at their own expense, may also continue to
pay for distribution, promotional and shareholder account maintenance expenses of Premier Class shares.
Because Rule 12b-1 plan fees are paid out of the Fund’s assets on an ongoing basis, over time they
will increase the cost of your investment in the Fund. More information about the
Fund’s distribution arrangements for Premier Class shares appears in the Fund’s SAI. TIAA-CREF
Emerging Markets Equity Fund ■ Prospectus 15
INSTITUTIONAL CLASS TPIS distributes the Fund’s Institutional
Class shares. More information about the Fund’s distribution arrangements for Institutional Class
shares appears in the Fund’s SAI. 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 maintenance of Retirement
Class shares held on their platforms. The Fund determines its net asset value (“NAV”)
per share, or share price, on each day the New York Stock Exchange (the “NYSE”) is open for
business. The NAV for the Fund is calculated as of the time when regular trading closes on the NYSE (generally,
4:00 p.m. Eastern Time or at such earlier time that regular trading on the NYSE closes prior to 4:00
p.m. Eastern Time). The Fund does not price its shares on days that the NYSE is closed. NAV per share
for each class is determined by dividing the value of the Fund's assets attributable to such class, less
all liabilities attributable to such class, by the total number of shares of the class outstanding.
If the 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. The Fund generally uses market quotations or values obtained from independent pricing
services to value securities and other instruments held by the Fund. However, fixed-income securities
held by the Fund with remaining maturities of 60 days or less generally are valued using their amortized
cost. If market quotations or values from independent pricing services are not readily available or are
not considered reliable, the Fund will use a security’s “fair value,” as determined in
good faith using procedures approved by the Board of Trustees. The Fund 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 the Fund’s NAV is calculated. For
example, the Fund 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
the 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 the Fund’s NAV. Although the Fund fair values portfolio securities on a security-by-security
16 Prospectus ■ TIAA-CREF
Emerging Markets Equity Fund
basis,
funds that hold foreign portfolio securities may see their portfolio securities fair valued more frequently
than other funds that do not hold foreign securities. 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 Fund 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 pm 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 the 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 Fund’s
fair value pricing procedures provide, among other things, for the Fund 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 Fund also examines 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. In addition, the Fund 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 with maturities of
more than 60 days 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. The Fund expects to declare
and distribute to shareholders substantially all of its net investment income and net realized capital
gains, if any. The amount distributed will vary according to the income received from securities held
by the Fund and capital gains realized from the sale of securities. The Fund plans to pay dividends on
an annual basis. The Fund intends to pay net capital gains, if any, annually. Dividends
and capital gain distributions paid to Premier Class and Retirement Class shareholders who hold their
shares through a TIAA-CREF administered plan or custody account will automatically be reinvested in additional
same class shares of the Fund. All other Premier and Retirement TIAA-CREF Emerging Markets
Equity Fund ■ Prospectus 17
Class
shareholders, as well as Institutional and Retail Class shareholders, may elect from the following distribution
options (barring any restrictions from the intermediary or plan through which such shares are held): 1. Reinvestment Option, Same Fund. Your dividend and capital gain distributions
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. On the Fund’s distribution date, the Fund
makes distributions on a per share basis to the shareholders who hold and have paid for Fund shares on
the record date. The Fund does this regardless of how long the shares have been held. This means that
if you buy shares just before or on a record date, you will pay the full price for the shares and then
you may receive a portion of the price back as a taxable distribution (see the discussion of “Buying
a dividend” below under “Taxes”). Cash distribution checks will be mailed within seven
days of the distribution date. Shareholders who hold their shares through a variable insurance
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
insurance product issuer or your plan sponsor or intermediary for more details. As with
any investment, you should consider how your investment in the Fund will be taxed. Taxes on dividends and distributions. Unless you are
tax-exempt or hold Fund shares in a tax-deferred account, you are subject to 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. 18 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund
For federal tax purposes, income and short-term capital gain distributions from
the Fund are taxed as ordinary income, and long-term capital gain distributions are taxed as long-term
capital gains. Every January, a statement showing the taxable distributions paid to you in the previous
year from the Fund will be sent to you and the Internal Revenue Service (“IRS”) (for taxable
accounts only). Long-term capital gain distributions generally may be taxed at a maximum federal rate
of 15% to individual investors (or at 0% to individual investors who are in the 10% or 15% tax bracket).
These rates are currently scheduled to apply through 2010. Whether or not a capital gain distribution
is considered long-term or short-term depends on how long the Fund held the securities the sale of which
led to the gain. A portion of ordinary income dividends paid by the 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 the Fund. Notwithstanding this, certain
holding period requirements with respect to a shareholder’s shares in the Fund may apply to prevent
the shareholder from treating any portion of a dividend as “qualified dividend income.” The
favorable treatment of qualified dividends is currently scheduled to expire after 2010. Additional information
about this can be found in the Fund’s SAI. Taxes
on transactions. Unless a transaction involves Fund shares held in a tax-deferred account, redemptions
(sales), including exchanges to other funds, may also give rise to capital gains or losses. The amount
of any capital gain or loss will be the difference, if any, between the adjusted cost basis of your shares
and the price you receive when you sell or exchange them. In general, a capital gain or loss will be
treated as a long-term capital gain or loss if you have held your shares for more than one year. Whenever
you sell shares of the Fund, you will be sent a confirmation statement showing how many shares you sold
and at what price. However, you or your tax preparer must determine whether this sale resulted in a capital
gain or loss and the amount of tax to be paid on any gain. Be sure to keep your regular account statements;
the information they contain will be essential in calculating the amount of your capital gains or losses. Backup withholding. If you fail to provide a correct
taxpayer identification number or fail to certify that it is correct, the Fund is required by law to
withhold 28% of all the distributions and redemption proceeds paid from your account. The Fund is also
required to begin backup withholding if instructed by the IRS to do so. Buying a dividend. If you buy shares just before the
Fund deducts a distribution from its net asset value, you will pay the full price for the shares and
then receive a portion of the price back in the form of a taxable distribution. This is referred to as
“buying a dividend.” For example, assume you bought shares of the Fund for $10.00 per share
the day before the Fund paid a $0.25 TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 19
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 the Fund and
its investments and these taxes generally will reduce the Fund's distributions. If the 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 you maintain a taxable account. 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, the Fund may have to limit its investment in some types of instruments. Special considerations for certain institutional investors.
If you are a corporate investor, a portion of the dividends from net investment income paid by the Fund
may qualify for the corporate dividends-received deduction. The portion of the dividends that will qualify
for this treatment will depend on the aggregate qualifying dividend income 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. Taxes
related to Employee Benefit Plans or IRAs. Generally, individuals are not subject to federal
income tax in connection with shares held (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. Other Tax Matters.
Certain investments of the Fund, including certain debt instruments, foreign securities and shares of
other investment funds could affect the amount, timing and character of distributions you receive and
could cause the Fund to recognize taxable income in excess of the cash generated by such investments
(which may require the Fund to liquidate other investments in order to make required distributions). This
information is only a brief summary of certain federal income tax information about your investment in
the Fund. The investment may have state, local or foreign tax consequences, and you should consult your
tax advisor about the effect of your investment in the Fund in your particular situation. Additional
tax information can be found in the Fund’s SAI. 20 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund
YOUR ACCOUNT: PURCHASING, REDEEMING Types of Accounts Retail
Class shares of the Fund are available for purchase in the following types of accounts: · Individual
accounts (for one person) or Joint accounts (more than one person) including Transfer on Death (TOD)
accounts (see below for more details). · 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. The
Fund will only accept accounts with a U.S. address of record; the Fund will not accept accounts with
a foreign address of record. Additionally, the Fund will not accept a P.O. Box as the address of record. For
more information about opening an IRA or corporate or institutional account, please call the Fund at
800 223-1200, Monday through Friday, from 8:00 a.m. to 10:00 p.m. Eastern Time. Purchasing
Shares – Retail Class How to Open an Account and Make Subsequent
Investments To open an
account, send the Fund a completed application with your initial investment. If you want an application,
or if you have any questions or need help completing the application, call one of the Fund’s 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. TIAA-CREF Emerging Markets
Equity Fund ■ Prospectus 21
OR EXCHANGING SHARES
The minimum initial investment for Traditional IRA, Roth IRA and Coverdell accounts
is $2,000 per Fund account. The minimum initial investment for all other accounts, including custodial
(UGMA/UTMA) accounts is $2,500 per Fund account. Subsequent investments for all account types
must be at least $100 per Fund account. Financial intermediaries may enforce their own minimum initial
and subsequent investment minimums. The Fund has the discretion to waive or otherwise change the initial
or subsequent minimum investment requirements at any time without any prior notice to shareholders. All
purchases must be in U.S. dollars and all checks must be drawn on U.S. banks. The Fund will not accept
payment in the following forms: travelers checks, money orders, credit card convenience checks, cashier’s
checks, cash or starter checks. The Fund will not accept corporate checks for investment into non-corporate
accounts. The Fund will not accept third-party checks. (Any check not made payable directly to TIAA-CREF
Funds-Retail Class will be considered a third-party check). The Fund cannot accept checks made out to
you or other parties and signed over to the Fund. The Fund considers all purchase requests to
be received when they are received in “good order” by the Fund’s transfer agent (or other
authorized Fund agent). Financial intermediaries may have their own independent good order and eligibility
requirements. (See below.) To Open An Account
On-Line: Please visit the Fund’s Web Center at www.tiaa-cref.org and click on Mutual Funds.
You can establish an individual, joint, or custodian (UGMA or UTMA) account. For assistance in completing
these transactions, please call 800 223-1200. Once completed, your transaction cannot be modified or
canceled. To Open An Account By Mail:
Send your check, made payable to TIAA-CREF 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 a completed and signed application by mail, then call the Fund to
confirm that your account has been established. Instruct your bank to wire money to: 22 Prospectus ■ TIAA-CREF
Emerging Markets Equity Fund
State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110 ABA
Number 011000028 DDA Number 99052771 Specify
on the wire: · The TIAA-CREF 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); and · The Fund and
amount to be invested. You can purchase additional shares in any of the following ways: By Mail: Send a check to either of the addresses listed
above with an investment coupon from a previous confirmation statement. If you do not have an investment
coupon, use a separate piece of paper to give us your name, address, Fund account number, the Fund you
want to invest in and the amount to be invested in the Fund. By Automatic Investment Plan (AIP): You can make subsequent investments automatically
by electing to utilize the Automatic Investment Plan on your initial application or later upon request.
By electing this option you authorize the Fund to take regular, automatic withdrawals from your bank
account. To begin this service, send the Fund a voided checking or savings account investment
slip. It will take the Fund up to 10 days from the time it is received to set up your Automatic Investment
Plan. You can make automatic investments semi-monthly or monthly (on the 1st and 15th of each month or
on the next business day if those days are not business days). Investments must be made for at least
$100 per Fund account. You can change the date or amount of your investment, or terminate
the Automatic Investment Plan, at any time by letter or by telephone. The change will take effect approximately
5 business days after the Fund receives your request. By Telephone: Call 800 223-1200. You can make electronic withdrawals from your
designated bank account to buy additional Retail Class shares of the Fund over the telephone. There is
a $100,000 limit on these purchases. Telephone requests cannot be modified or canceled. All shareholders
automatically have the right to buy shares by telephone provided bank account information and a voided
check were provided at the time the account was established. If you do not want the telephone purchase
option, you can indicate this on the application or call the Fund at 800 223-1200 any time after opening
your account. You may add this privilege after the account has been established by completing an Account
Services Form, which TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 23
you
can request by calling 800 223-1200, or you may download it from the Fund’s website. Over the Internet: With TIAA-CREF’s Web Center,
you can make electronic withdrawals from your designated bank account to buy additional shares over the
Internet. There is a $100,000 limit on these purchases. TIAA-CREF’s Web Center can be accessed through
TIAA-CREF’s homepage at www.tiaa-cref.org. Before you can use TIAA-CREF’s Web Center,
you must enter your Social Security number, date of birth and active account number. You will then be
given an opportunity to create a user name and password. TIAA-CREF’s Web Center will lead you through
the transaction process, and the Fund will use reasonable procedures to confirm that the instructions
given are genuine. All transactions over TIAA-CREF’s Web Center are recorded electronically. Once
made, your transactions cannot be modified or canceled. By Wire: To buy additional shares by wire, follow the instructions above for
opening an account by wire (please note that there is no need to forward another account application
once the account has been established and you are making a subsequent investment). Note that
if you hold Fund shares through a financial intermediary, you must contact the intermediary to purchase
additional shares. Points to Remember for All Purchases · Your
investment must be for a specified dollar amount. The Fund cannot accept purchase requests specifying
a certain price, date, or number of shares. These types of requests will be deemed to be not in “good
order” (see below) and the money you sent will be returned to you. · The Fund reserves
the right to reject any application, investment or purchase request. There may be circumstances when
the Fund will not accept new investments without prior notice to shareholders. · Your ability
to purchase shares may be restricted due to limitations on purchases or exchanges, including limitations
under the Fund’s Market Timing/Excessive Trading Policy (see below). · If you hold
your shares through a financial intermediary, it may charge you additional fees. Contact your financial
intermediary to find out if it imposes 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 Fund does not receive good funds through wire transfer or electronic funds transfer,
the Fund will treat this as a redemption of the shares purchased when your check or electronic funds
were received. You will be responsible for any resulting loss incurred by the Fund or Advisors and you
may be subject to tax consequences on such a redemption. If you are already a shareholder, the Fund can
redeem shares from any of your account(s) as reimbursement for all losses. The Fund also reserves the
right to restrict you from making future purchases in the Fund or any other series of the 24 Prospectus ■ TIAA-CREF
Emerging Markets Equity Fund
Trust. There is a $25 fee for all returned items, including checks and electronic funds
transfers. Please note that there is a 10-calendar day hold on all purchases by check, or through electronic
funds transfer. · Federal law requires the Fund to obtain, verify and record
information that identifies each person who opens an account. Until the Fund receives such information,
it may not be able to open an account or effect transactions for you. Furthermore, if the Fund is unable
to verify your identity, or that of another person authorized to act on your behalf, or if it is believed
potential criminal activity has been identified, the Fund reserves the right to take such action as deemed
appropriate, which may include closing your account. · The Fund is
not responsible for any losses due to unauthorized or fraudulent instructions so long as the Fund follows
reasonable security procedures to verify your identity. It is your responsibility to review and verify
the accuracy of your confirmation statements immediately after you receive them. 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
policies and 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 Fund or their intermediary or plan sponsor directly. Otherwise,
shareholders interested in making in-kind purchases should contact the Fund directly. Redeeming
Shares – Retail Class You can redeem (sell) your Retail Class shares of the Fund at any
time. 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. Certain redemptions of shares of the Fund will be subject to the Redemption Fee (see
the section entitled "Redemption or Exchange Fee" below). Usually, the Fund sends
your redemption proceeds (minus any applicable Redemption Fee) to you on the next business day after
the Fund receives your request, but not later than seven days afterwards, assuming the request is received
in good order by the Fund’s transfer agent (or other authorized Fund agent) (see below). If a redemption
of shares is requested shortly after you have TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 25
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 Fund
sends 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 Fund generally will require a letter of instruction with a Medallion Signature Guarantee for
each account holder (see below). The Fund can send your redemption proceeds by check to the address of
record; by electronic transfer to your bank; or by wire transfer (minimum of $5,000). Before calling,
read “Points to Remember When Redeeming,” below. The Fund can postpone payment
if: (a) the NYSE is closed for other than usual weekends or holidays, or trading on the NYSE is restricted;
(b) an emergency exists as defined by the SEC, or the SEC requires that trading be restricted; or (c)
the SEC permits a delay for the protection of investors. You Can
Redeem Shares In Any Of The Following Ways: By
Mail: Send your written request to either of the addresses listed in the “How to Open an
Account and Make Subsequent Investments” section. Requests must include: account number, transaction
amount (in dollars or shares), signatures of all owners exactly as registered on the account, Medallion
Signature Guarantees (if required), and any other required supporting legal documentation. Once mailed
to the Fund, your redemption request is irrevocable and cannot be modified or canceled. By Telephone: Call 800 223-1200 to redeem shares in
amounts under $50,000. Once made, your telephone request cannot be modified or canceled. All shareholders
automatically receive the telephone redemption option. If you do not want to be able to redeem by telephone,
indicate this on your application or call the Fund any time after opening your account. Telephone redemptions
are not available for IRA accounts. By
Systematic Redemption Plan: You can elect this feature only from accounts with balances of at
least $5,000. The Fund will automatically redeem shares in the Fund each month or quarter (on the 1st
or 15th of the month or on the following business day if those days are not business days) and provide
you with a check or electronic transfer to your bank. You must specify the dollar amount of the redemption. If
you want to set up a systematic redemption plan, contact the Fund and it will send the necessary forms
to you. All owners of an account must sign the systematic redemption plan request. Similarly, all owners
must sign any request to increase the amount or frequency of the systematic redemptions or a request
for payments to be sent to an address other than the address of record. A Medallion Signature Guarantee
is required for this address change. The Fund can terminate the systematic redemption
plan option at any time, although the Fund will notify you if this occurs. You can terminate the plan
or 26 Prospectus ■ TIAA-CREF
Emerging Markets Equity Fund
reduce
the amount or frequency of the redemptions by writing or calling the Fund. Requests to establish, terminate,
or change the amount or frequency of redemptions will become effective within 5 days after the Fund receives
your instructions. Points To Remember When Redeeming: · The Fund cannot
accept redemption requests specifying a certain price or date; these requests will be deemed to be not
in “good order” (see below) and will be returned. · If you request
a redemption by telephone within 30 days of changing your address, or if you would like the proceeds
sent to someone else, you must send the Fund your request in writing with a Medallion Signature Guarantee
of all owners exactly as registered on the account. In-Kind
Redemptions of Shares Certain large redemptions of Fund shares may be detrimental to
the Fund’s other shareholders because such redemptions can adversely affect a portfolio manager’s
ability to implement its investment strategy by causing premature sale of portfolio securities that would
otherwise be held. Consequently, if, in any 90-day period, a shareholder redeems (sells) shares in an
amount that exceeds the lesser of (i) $250,000 or (ii) 1% of the 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. 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. Exchanging
Shares – Retail Class Exchanges involving shares of the Fund held less than 60 days may
be subject to the Redemption Fee (see below). Investors holding Retail Class shares of the
Fund are accorded certain exchange privileges involving their Retail Class shares of the Fund. For purposes
of making an exchange involving Retail Class shares, an “exchange” means: • a sale (redemption) of Retail Class shares of the Fund and the
use of the proceeds to purchase Retail Class shares of another fund or series of the TIAA-CREF Funds.
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
TIAA-CREF
Emerging Markets Equity Fund ■ Prospectus 27
account,
an exchange into 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 funds 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 By
Systematic Exchange: You can elect this feature only if the balance of the Fund account from which
you are transferring shares is at least $5,000. The Fund automatically redeems Retail Class shares from
the Fund and purchases Retail Class shares in another fund or series of the TIAA-CREF Funds 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 into a
fund in which you already own shares must be for at least $50, and an exchange into 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
Fund and it will send you the necessary forms. All owners of an account must sign the systematic exchange
request. Similarly, all account owners must sign any request to increase the amount or frequency of systematic
exchanges. You can terminate the plan or change the amount or frequency of the exchanges by writing or
calling the Fund. Requests to establish, terminate, or change the amount or frequency of exchanges will
become effective within 5 days after the Fund receives your instructions. 28 Prospectus ■ TIAA-CREF
Emerging Markets Equity Fund
www.tiaa-cref.org. Once made,
your transaction cannot be modified or canceled.
Points To Remember When Exchanging: · Make sure
you understand the investment objective, policies, strategies and risks disclosed in the prospectus of
the fund into which you exchange shares. The exchange option is not designed to allow you to time the
market. It gives you a convenient way to adjust the balance of your account so that it more closely matches
your overall investment objectives and risk tolerance level. · The Fund reserves
the right to reject any exchange request and to modify or terminate the exchange option at any time without
prior notice to shareholders. The Fund may do this, in particular, when your transaction activity is
deemed to be harmful to the Fund, including if it is considered to be market timing activity. · An exchange
is considered a sale of securities, and therefore is taxable. Eligibility – Retirement
Class Retirement Class shares of the Fund are (or may be made) available by or 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. • certain
custody accounts sponsored or administered by TIAA-CREF that are established by individuals as IRAs pursuant
to section 408 of the Code. • certain
intermediaries who have entered into a contract or arrangement with the Fund, or its investment adviser
or distributor that enables them to purchase shares on behalf of their clients. · Other accounts,
entities and categories of shareholders as may be approved by the Fund’s management from time to
time. Definition of Eligible Investor for Retirement Class 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 Fund are referred to as “Eligible Investors” in the rest of this “Retirement
Class” section of this Prospectus. Purchasing Shares – Retirement Class Purchasing 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 TIAA-CREF Emerging Markets
Equity Fund ■ Prospectus 29
Class
shares of the Fund 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 Fund 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 the Fund (see
“Allocating Retirement Contributions to the Fund” below). You may also direct the purchase
of Retirement Class shares of the Fund by reinvesting retirement plan proceeds that were previously invested
in another investment vehicle available under your employer’s plan. The Fund
imposes no minimum investment requirement for Retirement Class shares. The Fund also does not currently
restrict the frequency of investments made in the Fund by participant accounts, although the Fund reserves
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 Fund will only accept accounts with a U.S. address of record. The Fund 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 Fund. The
Fund has the right to reject your custody application and to refuse to sell additional Retirement Class
shares of the Fund to any investor for any reason. The Fund treats all orders to purchase Retirement
Class shares as being received when they are received in “good order” by the Fund’s transfer
agent (or other authorized Fund agent) (see below). The Fund may suspend or terminate the offering of
Retirement Class shares of the Fund to your employer’s plan. Allocating
Retirement Contributions to the Fund—For Participants Purchasing Shares through a Plan or Account
Administered by TIAA-CREF 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 Fund by completing an account application or enrollment form (paper or online) and selecting
the Fund and the amounts you wish to contribute to the Fund. You may be able to change your allocation
for future contributions by: · using the TIAA-CREF Web Center at www.tiaa-cref.org; 30 Prospectus ■ TIAA-CREF
Emerging Markets Equity Fund
· calling
the Fund’s 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
Fund at: 800 914-8922; or · writing to the Fund at: TIAA-CREF Funds, P.O. Box 1259,
Charlotte, NC 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 Fund’s Telephone Counseling Center at 800 842-2888 or go to the TIAA-CREF Web Center at
www.tiaa-cref.org. The Fund reserves the right to limit the ability of IRA and Keogh accounts to purchase
the Retirement Class of the Fund. Purchasing Shares—For
Eligible Investors and Their Clients: Eligible Investors may invest directly in the
Fund. 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 Fund will only accept accounts with a U.S. address of record. The Fund will not accept a P.O. Box
as the address of record. There may be circumstances when the Fund will not accept new investments
in the Fund. The Fund reserves the right to suspend or terminate the offering of its shares at any time
without prior notice. The Fund also reserves the right to reject any application or investment or any
other specific purchase request. The Fund does not impose minimum investment
requirements. However, investors purchasing Retirement Class shares through Eligible Investors (like
financial intermediaries or employee benefit plans) may purchase shares only in accordance with instructions
and limitations pertaining to their account at the intermediary or plan. These Eligible Investors may
set different minimum investment requirements for their customers’ investments in Retirement Class
shares. Please contact your intermediary or plan sponsor for more information. The Fund
considers all purchase requests to be received when they are received in “good order” by the
Fund’s transfer agent (or other authorized Fund agent) (see below). The Fund will not accept third-party
checks. (The Fund considers any check not made payable directly to TIAA-CREF Funds as a third-party check.)
The Fund cannot accept checks made out to you or other parties and signed over to the Fund. The Fund
will not accept payment in the following forms: travelers’ checks, money orders, credit card convenience
checks, cashier’s checks, cash or starter checks. The Fund will not accept corporate checks for
investment into non-corporate accounts. TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 31
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); and · The Fund in
which you want to invest and amount 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 Fund an application
again. Points to Remember for All Purchases by Eligible Investors: · Each
investment by an Eligible Investor in Retirement Class shares of the Fund must be for a specified dollar
amount. The Fund cannot accept purchase requests specifying a certain price, date, or number of shares;
such requests will be deemed to be not in “good order” (see below) and the Fund will return
these investments. · If you invest in the Retirement Class of the Fund 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 Fund). Contact the Eligible Investor to learn whether
there are any other conditions, such as a minimum investment requirement, on your transactions. · If
the Fund does not receive good funds through wire transfer, the Fund 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 the Fund or Advisors and you may be subject to investment losses and tax consequences
on such a redemption. If you are already a shareholder, the Fund can redeem shares from any of your account(s)
as reimbursement for all losses. The Fund also reserves the right to restrict you from making future
purchases in the Fund. · Federal law requires the Fund to obtain, verify and record
information that identifies each person who opens an account. Until the Fund receives such information,
the Fund may not be able to open an account or effect transactions for you. Furthermore, if the Fund
is unable to verify your 32 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund
identity, or that of another person authorized to act on your behalf, or if it is believed
potential criminal activity has been identified, the Fund reserves the right to take such action as deemed
appropriate, which may include closing your account. · Your ability
to purchase shares may be restricted due to limitations on exchanges, including limitations related to
the Fund’s Market Timing/Excessive Trading Policy (see below). · The Fund is
not responsible for any losses due to unauthorized or fraudulent instructions so long as the Fund follows
reasonable security procedures to verify your identity. It is your responsibility to review and verify
the accuracy of your confirmation statements immediately after you receive them. 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 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 policies and 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 Fund, and interested clients should contact their Eligible Investor (i.e., their intermediary
or plan sponsor). Redeeming Shares – Retirement Class Redeeming Shares—For Participants Holding Shares through a Plan or Account Administered
by TIAA-CREF: TIAA-CREF participants may redeem (sell) their 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 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: · using
the TIAA-CREF Web Center at www.tiaa-cref.org; · 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 Fund at: 800 914-8922; or · write to the
Fund at: TIAA-CREF Funds, P.O. Box 1259, Charlotte, NC 28201. TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 33
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 Fund reinvests redemption proceeds (minus any applicable Redemption Fee) in (1) Retirement
Class shares of other funds or series of the TIAA-CREF 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 Fund’s
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 Fund 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 Fund will send the proceeds (minus any applicable Redemption Fee) by check to the address of record,
or by wire to the bank account, of record. If you want to send the redemption proceeds elsewhere, you
must instruct the Fund by letter and generally include a Medallion Signature Guarantee for each shareholder. The
Fund can postpone payment if: (a) the NYSE is closed for other than usual weekends or holidays, or trading
on the NYSE is restricted; (b) an emergency exists as defined by the SEC, or the SEC requires that trading
be restricted; or (c) the SEC permits a delay for the protection of investors. If you hold shares through
an Eligible Investor, like a plan or intermediary, please contact the Eligible Investor for redemption
requests. Redeeming Shares—For Eligible Investors and Their Clients: Eligible Investors can redeem (sell) their Retirement Class
shares at any time. Certain redemptions of shares of the 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. The Fund 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. 34 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund
If you hold shares through an Eligible Investor, like a plan or intermediary, please
contact the Eligible Investor for redemption requests. Usually, the Fund sends
redemption proceeds (minus any applicable Redemption Fee) to the Eligible Investor on the next business
day after the Fund receives a redemption request in “good order” by the Fund’s 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 Fund can postpone payment
if: (a) the NYSE is closed for other than usual weekends or holidays, or trading on the NYSE is restricted;
(b) an emergency exists as defined by the SEC, or the SEC requires that trading be restricted; or (c)
the SEC permits a delay for the protection of investors. The Fund generally sends
redemption proceeds (minus any applicable Redemption Fee) to the Eligible Investor at the address of
record 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 Fund generally may 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 Fund can send the redemption proceeds 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 the 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. Exchanging Shares – Retirement
Class Exchanging Shares—For Participants Purchasing Shares through
a Plan or Account Administered by TIAA-CREF: Exchanges involving shares of the Fund held
less than 60 days may be subject to the Redemption Fee (see below). TIAA-CREF Emerging Markets
Equity Fund ■ Prospectus 35
Subject to the limitations outlined below and any limitations under your employer’s
plan, you may exchange Retirement Class shares of the Fund for Retirement Class shares of another fund
available under the plan (including other funds or series of the TIAA-CREF Funds, if available). An “exchange”
means: · a
sale of Retirement Class shares of the Fund held in your participant or IRA account and the use of the
proceeds to purchase Retirement Class shares of another 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 the 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, the 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 Fund’s 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
Fund at: 800 914-8922; or · writing to the Fund at: TIAA-CREF Funds, P.O. Box 1259,
Charlotte, NC 28201. The Fund reserves the right to reject any exchange request and
to modify, suspend or terminate the exchange privilege for any shareholder or class of shareholders.
This may be done, in particular, when your transaction activity is deemed to be harmful to the Fund,
including if it is considered to be market-timing activity. Make sure you understand
the investment objective, policies, strategies and risks disclosed in the prospectus 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. Exchanging Shares—For
Eligible Investors and Their Clients: Eligible Investors can exchange Retirement
Class shares in the Fund for Retirement Class shares of any other fund or Retirement Class shares of
any 36 Prospectus ■ TIAA-CREF
Emerging Markets Equity Fund
other
fund or series of the TIAA-CREF Funds at any time, subject to the limitations described in the Fund’s
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 Fund held less than 60 days may be subject to the Redemption Fee (see below). 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 may be a taxable event. The Fund reserves the right to reject any exchange
request and to modify, suspend or terminate the exchange privilege for any shareholder or class of shareholders.
This may be done, in particular, when your transaction activity is deemed to be harmful to the Fund,
including if it is considered to be market-timing activity. Shareholders who hold shares
through an Eligible Investor, like a plan or intermediary, should contact the Eligible Investor for exchange
requests. Once made, an exchange request cannot be modified or canceled. Make sure
you understand the investment objective, policies, strategies and risks disclosed in the prospectus 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. Premier
Class shares of the Fund are available for purchase by or through · certain intermediaries
or entities affiliated with TIAA-CREF including · registered investment companies, · state-sponsored
tuition savings plans or healthcare saving accounts (“HSAs”), or · insurance
company separate accounts advised by or affiliated with Advisors; · other non-affiliated
persons, entities or intermediaries including · investment companies, · state-sponsored
tuition savings plans or prepaid plans or insurance company separate accounts, · employer-sponsored
employee benefit plans who have entered into a contract or arrangement that enables them to purchase
shares of the Fund, · through accounts established by employers, or the trustees
of plans sponsored by employers, through TIAA-CREF in connection with TIAA-CREF Emerging Markets
Equity Fund ■ Prospectus 37
certain employee benefit plans, such as 401(a) (including 401(k) plans), 403(a), 403(b)
and 457 plans. Shareholders investing through such a plan may have to pay additional expenses related
to the administration of such plans, · other affiliates of TIAA-CREF, or · Other accounts,
entities and categories of shareholders as may be approved by the Fund’s management from time to
time. The Fund’s management reserves the right to determine in its sole discretion
whether any person, intermediary, or entity is eligible to purchase Premier Class shares. Definition of Eligible Investor for Premier Class Collectively, all investors
in the Fund, except for investors through an employer–sponsored employee benefit plan sponsored
or administered by TIAA-CREF, are referred to as “Eligible Investors” in the rest of this “Premier
Class” section of this Prospectus. Account Minimums (Not Applicable
At the Participant Level) With respect
to the categories of investors listed below, the aggregate plan sizes related to these investors must
be at least $100 million: · 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) plans), 403(a), 403(b) and 457 plans, profit-sharing plans, defined benefit plans and non-qualified
deferred compensation plans where such accounts are established on a plan-level or omnibus basis; or · Other
affiliates of Advisors or other persons or entities that the Fund may approve from time to time. With
respect to the categories of investors listed below, in addition to the $100 million minimum aggregate
plan size noted above, an initial minimum investment of $1 million with respect to the Fund is required: · Certain
financial intermediaries that have entered into an appropriate agreement with the Fund, 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 whose clients pay asset-based fees to such entities for investment advisory, management or other
services; · Trust
companies that are not sponsored by an affiliate of Advisors; · Registered
investment companies, including funds of funds that are not advised or administered by Advisors or its
affiliates; 38 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund
· 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; · Any unaffiliated individual retirement plan or group
retirement plan, or those retirement plans not held in an omnibus manner and for which the plan sponsor,
trustee, other financial intermediary or other entity provides services to investors who hold Fund shares
through such entities, including, but not limited to, shareholder servicing or sub-accounting services;
or · Other
persons or entities that the Fund may approve from time to time. Please note that the $100
million aggregate plan size and the initial minimum investment requirements noted above must be met at
the time of initial investment or, as approved by the Fund’s management, over a reasonable period
of time. At its sole discretion, the Fund reserves the right to convert any Premier Class shareholder’s
shares to another class of shares of the same Fund for which the shareholder is otherwise eligible if
the plan size or initial minimum investment requirements are not met in a reasonable period of time,
or if the aggregate plan size falls below $100 million. Please see the section entitled “Conversion
of Shares” below for more information on such mandatory conversions. Investors
may be subject to additional expenses or eligibility requirements imposed by the financial intermediary,
plan, platform, program or other entity through which they hold their shares. The Fund’s
management reserves the right to waive or modify eligibility requirements for the Premier Class at any
time for any investor or financial intermediary. Purchasing Shares – Premier
Class Purchasing Shares—For Participants Purchasing Shares through
a Plan or Account Sponsored or 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 Premier Class shares of the Fund 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 Premier Class shares of the Fund
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 the Fund (see “Allocating Retirement Contributions to the Fund” below).
You may also direct the purchase of Premier Class shares of the Fund by reinvesting retirement plan proceeds
that were previously invested in another investment vehicle available under your employer’s plan. TIAA-CREF
Emerging Markets Equity Fund ■ Prospectus 39
No Minimum Investment Requirements
are imposed at the Participant Level. The Fund imposes no minimum investment requirements
for Premier Class shares on the participant level (however, see above for minimums on aggregate plan/account
sizes). The Fund also does not currently restrict the frequency of investments made in the Fund by participant
accounts, although the Fund reserves 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 Fund will only accept accounts with a U.S. address of record. The Fund
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 Fund. The Fund has the right to reject your application
and to refuse to sell additional Premier Class shares of the Fund to any investor for any reason. The
Fund treats all orders to purchase Premier Class shares as being received when they are received in “good
order” by the Fund’s transfer agent (or other authorized Fund agent) (see below). The Fund
may suspend or terminate the offering of Premier Class shares of the Fund to your employer’s plan. Allocating Retirement Contributions to the Fund—For Participants
Purchasing through a Plan or Account Sponsored or Administered If you
are just starting out and are initiating contributions to your employer’s plan, you may allocate
single or ongoing contribution amounts to Premier Class shares of the Fund by completing an account application
or enrollment form (paper or online) and selecting the Fund you wish to invest in and the amounts you
wish to contribute to the Fund. 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 Fund’s 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
Fund at: 800 914-8922; or · writing to the Fund at: TIAA-CREF Funds, P.O. Box 1259,
Charlotte, NC 28201. 40 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund
by TIAA-CREF:
Purchasing Shares—For Eligible Investors and Their Clients: Eligible
Investors may invest directly in the Fund. 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 Fund will only accept accounts with a U.S. address of record. The Fund
will not accept a P.O. Box as the address of record. There may be circumstances
when the Fund will not accept new investments in the Fund. The Fund reserves the right to suspend or
terminate the offering of shares by the Fund at any time without prior notice. The Fund also reserves
the right to reject any application or investment or any other specific purchase request. See above
for certain minimum investment limits on purchases of the Fund by certain investors and certain aggregate
minimum plan/account sizes. Additionally, investors purchasing Premier 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
Premier Class shares. Please contact your intermediary or plan sponsor for more information. The Fund
considers all purchase requests to be received when they are received in “good order” by the
Fund’s transfer agent (or other authorized Fund agent) (see below). The Fund will not accept third-party
checks. (The Fund considers any check not made payable directly to TIAA-CREF Funds as a third-party check.)
The Fund cannot accept checks made out to you or other parties and signed over to the Fund. The Fund
will not accept payment in the following forms: travelers’ checks, money orders, credit card convenience
checks, cashier’s checks, cash or starter checks. The Fund will not accept corporate checks for
investment into non-corporate accounts. Opening an account or purchasing
shares by wire—Eligible Investors: 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 – Premier 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); and TIAA-CREF Emerging Markets
Equity Fund ■ Prospectus 41
· The
Fund in which you want to invest and amount 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 Fund an application
again. Points to Remember for All Purchases by Eligible Investors: · Each
investment by an Eligible Investor in Premier Class shares of the Fund must be for a specified dollar
amount. The Fund cannot accept purchase requests specifying a certain price, date, or number of shares;
such requests will be deemed to be not in “good order” (see below) and the Fund will return
the money you sent. · If you invest in the Premier Class of the Fund 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 Fund). Contact the Eligible Investor to learn whether
there are any other conditions, such as a minimum investment requirement, on your transactions. · If
the Fund does not receive good funds through wire transfer, it 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 the Fund or Advisors and you may be subject to investment losses and tax consequences on
such a redemption. If you are already a shareholder, the Fund can redeem shares from any of your account(s)
as reimbursement for all losses. The Fund also reserves the right to restrict you from making future
purchases in the Fund. · Federal law requires the Fund to obtain, verify and record
information that identifies each person who opens an account. Until the Fund receives such information,
the Fund may not be able to open an account or effect transactions for you. Furthermore, if the Fund
is unable to verify your identity, or that of another person authorized to act on your behalf, or if
it is believed potential criminal activity has been identified, the Fund reserves the right to take such
action as deemed appropriate, which may include closing your account. · Your ability
to purchase shares may be restricted due to limitations on exchanges, including limitations related to
the Fund’s Market Timing/Excessive Trading Policy (see below). · The Fund is
not responsible for any losses due to unauthorized or fraudulent instructions so long as the Fund follows
reasonable security procedures to verify your identity. It is your responsibility to review and verify
the accuracy of your confirmation statements immediately after you receive them. 42 Prospectus ■ TIAA-CREF
Emerging Markets Equity Fund
In-Kind Purchases of Shares by Eligible Investors Advisors,
at its sole discretion, may permit Eligible Investors or their clients to purchase Premier Class shares
with investment securities (instead of cash) if: (1) Advisors believes the securities are appropriate
investments for the 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 policies and restrictions. If the Fund accepts
the securities, the Eligible Investor’s account will be credited with Premier 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 Fund, and interested clients should contact their Eligible Investor
(i.e., their intermediary or plan sponsor). Redeeming Shares – Premier Class Redeeming Shares—For Participants Holding Shares through a Plan or Account Administered
by TIAA-CREF: TIAA-CREF participants may redeem (sell) their Premier Class shares
at any time, subject to the terms of your employer’s plan and Eligible Investors can redeem (sell)
their Premier Class shares at any time. A redemption can be part of an exchange. Certain redemptions
of shares of the 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: · use
the TIAA-CREF Web Center at www.tiaa-cref.org; · 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 Fund at: 800 914-8922; or · write to the
Fund at: TIAA-CREF Funds, P.O. Box 1259, Charlotte, NC 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 Fund reinvests redemption proceeds (minus any applicable
Redemption Fee) in (1) Premier Class shares of other funds or series of the TIAA-CREF 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 Fund’s transfer agent (or other authorized Fund agent) receives your request
in “good order” (see below), and your participant will be credited within seven days thereafter
(minus any applicable Redemption Fee). If a redemption is requested after a recent purchase of Premier
Class shares by check, the Fund may delay payment of the redemption proceeds until the check clears.
This can take up to ten days. If you TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 43
request
a distribution of redemption proceeds from your participant account, the Fund will send the proceeds
(minus any applicable Redemption Fee) by check to the address of record, or by wire to the bank account
of record. If you want to send the redemption proceeds elsewhere, you must instruct the Fund by letter
and generally include a Medallion Signature Guarantee for each shareholder. The Fund
can postpone payment if: (a) the NYSE is closed for other than usual weekends or holidays, or trading
on the NYSE is restricted; (b) an emergency exists as defined by the SEC, or the SEC requires that trading
be restricted; or (c) the SEC permits a delay for the protection of investors. Redeeming Shares—For Eligible Investors and Their Clients: Eligible
Investors can redeem (sell) their Premier Class shares at any time. Certain
redemptions of shares of the 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. The Fund
will only accept redemption requests that specify a dollar amount or number of shares to be redeemed.
All other requests, including those specifying a certain price or date, will not be deemed to be in “good
order” (see below) and will be returned. If you hold shares through an Eligible Investor,
like a plan or intermediary, please contact the Eligible Investor for redemption requests. Usually,
the Fund sends redemption proceeds (minus any applicable Redemption Fee) to the Eligible Investor on
the next business day after the Fund receives a redemption request in “good order” by the Fund’s
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 Fund
can postpone payment if: (a) the NYSE is closed for other than usual weekends or holidays, or trading
on the NYSE is restricted; (b) an emergency exists as defined by the SEC, or the SEC requires that trading
be restricted; or (c) the SEC permits a delay for the protection of investors. The Fund
generally sends redemption proceeds (minus any applicable Redemption Fee) to the Eligible Investor at
the address of record 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 44 Prospectus ■ TIAA-CREF
Emerging Markets Equity Fund
days
of changing its address, the Fund generally may 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 Fund can send the redemption proceeds 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 the 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. Exchanging Shares – Premier Class Exchanging
Shares—For Participants Holding Shares through a Plan or Account Administered by TIAA-CREF: Exchanges
involving shares of the Fund held less than 60 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
Premier Class shares of the Fund for Premier Class shares of another fund available under the plan (including
other funds or series of the TIAA-CREF Funds, if available). An “exchange” means: · a sale of
Premier Class shares of the Fund held in your participant account and the use of the proceeds to purchase
Premier Class shares of another Fund or other fund or series of the TIAA-CREF Funds 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 Premier Class shares of the Fund for
your participant or Annuity account; · a sale of Premier 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, the TIAA Real Estate Account,
and the TIAA Traditional Annuity are not offered through participant accounts, you must withdraw TIAA-CREF
Emerging Markets Equity Fund ■ Prospectus 45
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 Fund’s 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 Fund at: 800 914-8922; or · writing to
the Fund at: TIAA-CREF Funds, P.O. Box 1259, Charlotte, NC 28201. The Fund reserves the right
to reject any exchange request and to modify, suspend or terminate the exchange privilege for any shareholder
or class of shareholders. This may be done, in particular, when your transaction activity is deemed to
be harmful to the Fund, including if it is considered to be market-timing activity. Make sure
you understand the investment objective, policies, strategies and risks disclosed in the prospectus 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. Exchanging
Shares—For Eligible Investors and Their Clients: Eligible Investors can exchange
Premier Class shares in the Fund for Premier Class shares of any other Fund or Premier Class shares of
any other fund or series of the TIAA-CREF Funds at any time, subject to the limitations described in
the Fund’s 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 Fund
held less than 60 days may be subject to the Redemption Fee (see below). If you
hold shares through an intermediary, plan sponsor or other Eligible Investor, contact the Eligible Investor
for applicable exchange requirements. Exchanges between accounts can be made only
if the accounts are registered in the same name(s), address and Social Security number(s) or taxpayer
identification number. An exchange is considered a sale of securities, and therefore, may be a taxable
event. The Fund reserves 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. 46 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund
Shareholders who hold shares through an Eligible Investor like a plan or intermediary
should contact the Eligible Investor for exchange requests. Once made, an exchange request cannot be
modified or canceled. Make sure you understand the investment objective, policies, strategies
and risks disclosed in the prospectus 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. Eligibility – Institutional Class Institutional
Class shares of the Fund are available for purchase by or through: • certain intermediaries affiliated with TIAA-CREF, • or other non-affiliated persons or intermediaries who have entered
into a contract or arrangement that enables them to purchase shares of the Fund, or other affiliates
of TIAA-CREF, such as • state-sponsored
tuition savings plans or prepaid plans, • insurance
company separate accounts, • employer-sponsored
employee benefit plans, or • 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, or • Other accounts,
entities and categories of shareholders as may be approved by the Fund’s management from time to
time. Definition of Eligible Investor Collectively,
investors that have contracted with the Trust or its affiliates to offer Institutional Class shares of
the Fund and entities that are affiliated with the Trust, Advisors or TPIS are referred to as “Eligible
Investors” in this “Institutional Class” section of this Prospectus. Under
certain circumstances, Institutional Class shares of the Fund may be offered directly to certain eligible
individuals or institutions (each, a “Direct Purchaser”). Account
Minimums—Certain Eligible Investors No minimum initial investment is required to
purchase Institutional Class shares of the Fund by or through the following categories of Eligible Investors: TIAA-CREF
Emerging Markets Equity Fund ■ Prospectus 47
· Certain
financial intermediaries that have entered into an appropriate agreement with the Fund, 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 Fund 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 advised by or 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 Fund 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 Fund may approve from time to time. Account Minimums—Other
Investors With respect to the categories of investors listed below, a $2 million minimum initial
investment amount for purchases of Institutional Class shares of the Fund is applicable: · Individual
or institutional investors, including financial institutions, corporations, partnerships, foundations,
banks, trusts, endowments, government entities or other similar entities, that invest directly in the
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; 48 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund
· 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 Fund, Advisors and/or TPIS directly or via their trading agent and which receive compensation
from the Fund 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 Fund 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 Fund’s
management, over a reasonable period of time. At its sole discretion, the 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 Fund 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. Eligible Investors (like financial intermediaries or employee benefit plans)
may set different minimum investment requirements for their customers’ investments in Institutional
Class shares and investors purchasing Institutional Class shares through Eligible Investors may purchase
shares only in accordance with such requirements. The Fund’s management reserves the right
to waive or modify eligibility requirements for the Institutional Class at any time for any investor
or financial intermediary. Purchasing Shares – Institutional Class Eligible
Investors and Direct Purchasers may invest directly in the Institutional Class shares of the Fund. 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 Fund
will only accept accounts with a U.S. address of record. The Fund will not accept a P.O. Box as the address
of record. There may be circumstances when the Fund will not accept new investments in the
Fund. The Fund reserves the right to suspend or terminate the offering of its shares at any time without
prior notice. The Fund also reserves the right to reject any application or investment or any other specific
purchase request. TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 49
As described above, the Fund imposes minimum investment requirements for certain
Eligible Investors and Direct Purchasers. However, 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 and investors purchasing
Institutional Class shares through Eligible Investors may purchase shares only in accordance with such
requirements. Please contact your intermediary or plan sponsor for more information. The Fund
considers all purchase requests to be received when they are received in “good order” by the
Fund’s transfer agent (or other authorized Fund agent) (see below). The Fund will not accept third-party
checks. (The Fund considers any check not made payable directly to TIAA-CREF Funds as a third-party check.)
The Fund cannot accept checks made out to you or other parties and signed over to the Fund. The Fund
will not accept payment in the following forms: travelers’ checks, money orders, credit card convenience
checks, cashier’s checks, cash or starter checks. The Fund will not accept corporate checks for
investment into non-corporate accounts. 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 Fund 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); and · The Fund in
which you want to invest and the amount to be invested. 50 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund
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, except that existing
investors need not forward another account application. 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 by mail, send a check to either of the addresses listed above with the registration
of the account, Fund account number, and the amount to be invested in the Fund. Points to Remember for All Purchases—All Investors: · Each investment
must be for a specified dollar amount. The Fund cannot accept purchase requests specifying a certain
price, date, or number of shares; such requests will be deemed to be not in “good order” (see
below) and the Fund will return these investments. · If you invest
in the Institutional Class of the Fund 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 Fund).
Contact the Eligible Investor to learn whether there are any other conditions, such as a minimum investment
requirement, on your transactions. In addition, Eligible Investors that are not themselves affiliated
with TIAA-CREF may be charged a fee by their intermediary or plan sponsor (in addition to the fees and
expenses deducted by the Fund). · If your purchase check does not clear or payment on it
is stopped, or if the Fund does not receive good funds through wire transfer or electronic funds transfer,
the Fund will treat this as a redemption of the shares purchased. You will be responsible for any resulting
loss incurred by the Fund or Advisors and you may be subject to investment losses and tax consequences
on such a redemption. If you are already a shareholder, the Fund can redeem shares from any of your account(s)
as reimbursement for all losses. The Fund also reserves the right to restrict you from making future
purchases in the Fund. 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. TIAA-CREF Emerging Markets
Equity Fund ■ Prospectus 51
· Federal
law requires the Fund to obtain, verify and record information that identifies each person who opens
an account. Until the Fund receives such information, the Fund may not be able to open an account or
effect transactions for you. Furthermore, if the Fund is unable to verify your identity, or that of another
person authorized to act on your behalf, or if it is believed potential criminal activity has been identified,
the Fund reserves 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 Fund’s Market Timing/Excessive Trading Policy (see below). · The Fund is
not responsible for any losses due to unauthorized or fraudulent instructions so long as the Fund follows
reasonable security procedures to verify your identity. It is your responsibility to review and verify
the accuracy of your confirmation statements immediately after you receive them. 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 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 policies and 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 Fund or its intermediary or plan sponsor and Direct Purchasers interested
in making in-kind purchases should contact either their Relationship Manager or the Fund directly. Redeeming Shares – Institutional Class Eligible
Investors and Direct Purchasers can redeem (sell) their Institutional Class shares at any time. Certain
redemptions of shares of the Fund will be subject to the Redemption Fee (see the section entitled "Redemption
or Exchange Fee" below). Redeeming Shares—For Shares Held Through
an Eligible Investor 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.
52 Prospectus ■ TIAA-CREF
Emerging Markets Equity Fund
Redeeming Shares—For Shares Held By Direct Purchasers 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. Direct Purchasers wishing to make redemption orders by telephone
should call their Relationship Manager. Points to Remember—For
All Redemptions The Fund 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. Redemption Proceeds—All Investors Usually, the Fund sends
redemption proceeds (minus any applicable Redemption Fee) on the next business day after the Fund receives
a redemption request in “good order” by the Fund’s 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 Fund can postpone payment if: (a) the NYSE
is closed for other than usual weekends or holidays, or trading on the NYSE is restricted; (b) an emergency
exists as defined by the SEC, or the SEC requires that trading be restricted; or (c) the SEC permits
a delay for the protection of investors. The Fund generally sends redemption proceeds
(minus any applicable Redemption Fee) to the address of record or bank account of record. If proceeds
are to be sent to someone else, a different address or a different bank or if the investor requests a
redemption within 30 days of changing its address, the Fund generally will require a letter of instruction
from the 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 Fund can send the redemption proceeds by
check to the address of record; by electronic transfer to your bank (Direct Purchasers 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
investor redeems (sells) shares in an amount that exceeds the TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 53
lesser
of (i) $250,000 or (ii) 1% of the 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 investor receiving the
securities, will be responsible for disposing of the securities and bearing any associated costs. Exchanging Shares – Institutional Class Investors can exchange Institutional Class shares in the Fund for Institutional Class
shares of any other fund or Institutional Class shares of any other fund or series of the TIAA-CREF Funds
at any time, subject to the limitations described in the Fund’s Market Timing/Excessive Trading
Policy below. (An exchange is a simultaneous redemption of shares in the fund and a purchase of shares
in another fund.) Exchanges involving shares of the Fund held less than 60 days may be subject to the
Redemption Fee (see below). Exchanging Shares—Eligible
Investors If you hold shares through an intermediary, plan sponsor or other Eligible Investor,
contact the Eligible Investor for applicable exchange requirements. Eligible Investors can make an exchange
through a telephone request by calling their Relationship Manager. Exchanging
Shares—Direct Purchasers 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 Fund and/or accounts you want to exchange between. Exchange Requirements—All Investors 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 may be a taxable event. Any applicable minimum investment amounts on purchases also apply
to exchanges. The Fund reserves 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. Once made, an exchange request
cannot be modified or canceled. 54 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund
Make sure you understand the investment objective, policies, strategies and risks
disclosed in the prospectus of the fund into which you exchange shares. The exchange option is not designed
to allow you to time the market. It gives you a convenient way to adjust the balance of your account
so that it more closely matches your overall investment objectives and risk tolerance level. CONVERSION OF SHARES – APPLICABLE
TO ALL INVESTORS A share conversion is a transaction where shares of one class of
the Fund are exchanged for shares of another class of the Fund. Share conversions can occur between
each share class of the Fund. Generally, share conversions occur where a shareholder becomes eligible
for another share class of the Fund or no longer meets the eligibility of the share class they own (and
another class exists for which they would be eligible). Please note that a share conversion is generally
a non-taxable event, but please consult with your personal tax advisor on your particular circumstances. A
request for a share conversion will not be processed until it is received in “good order” (as
defined below) by the Fund’s transfer agent (or other authorized Fund agent). Conversion requests
received in “good order” prior to the close of the NYSE (generally 4:00 p.m. Eastern Time)
on a day the NYSE is open will receive the NAV of the new class calculated that day. Please note that
because the NAVs of each class of the Fund will generally vary due to differences in expenses, you will
receive a different number of shares in the new class than you held in the old class, but the total value
of your holdings will remain the same. The Fund’s market timing policies will
not be applicable to share conversions. If you hold your shares through an Eligible Investor like an
intermediary or plan sponsor, please contact the Eligible Investor for more information on share conversions.
Please note that certain intermediaries or plan sponsors may not permit all types of share conversions.
The Fund reserves the right to terminate, suspend or modify the share conversion privilege for any shareholder
or group of shareholders. Voluntary Conversions If you
believe that you are eligible to convert your Fund shares to another class, you may place an order for
a share conversion by contacting your Relationship Manager. If you hold your shares through an Eligible
Investor like a plan or intermediary, please contact the Eligible Investor regarding conversions. Please
be sure to read the applicable sections of the prospectus for the new class in which you wish to convert
prior to such a conversion in order to learn more about its different features, performance and expenses.
Neither the Fund nor Advisors has 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. TIAA-CREF Emerging Markets
Equity Fund ■ Prospectus 55
Mandatory Conversions The Fund reserves the right
to automatically convert shareholders from one class to another if they either no longer qualify as eligible
for their existing class or if they become eligible for another class. Such mandatory conversions may
be as a result of a change in value of an account due to market movements, exchanges or redemptions.
The Fund will notify affected shareholders in writing prior to any mandatory conversion. IMPORTANT TRANSACTION INFORMATION Good Order. Purchase, redemption and exchange requests
are not processed until received in good order by the Fund’s transfer agent (or other authorized
Fund agent). “Good order” means actual receipt of the order along with all information and
supporting legal documentation necessary to effect the transaction by the Fund’s transfer agent
(or other authorized Fund agent). This information and documentation generally includes the Fund account
number, the transaction amount (in dollars or shares), signatures of all account owners exactly as registered
on the account and any other information or supporting documentation as the Fund, its transfer agent
or other authorized Fund agent may require. With respect to purchase requests, “good order”
also generally includes receipt of sufficient funds by the Fund’s transfer agent (or other authorized
Fund agent) to effect the purchase. The Fund, its transfer agent or any other authorized Fund agent may,
in their sole discretion, determine whether any particular transaction request is in good order and reserve
the right to change or waive any good order requirement at any time. Financial
intermediaries or plan sponsors may have their own requirements for considering transaction requests
to be in “good order.” If you hold your shares through a financial intermediary or plan sponsor,
please contact them for their specific “good order” requirements. Share Price. If the Fund’s transfer agent (or
other authorized Fund agent) receives an order to purchase, redeem or exchange shares that is in good
order anytime before close of regular trading on the NYSE (usually 4:00 p.m. Eastern Time), the transaction
price will be the NAV per share for that day. If the Fund’s transfer agent (or other authorized
Fund agent) receives an order to purchase, redeem or exchange shares that is in good order anytime after
the NYSE closes, the transaction price will be the NAV per share calculated the next business day. If
you hold Institutional, Premier and Retirement Class 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. If you hold Retail Class shares through a financial intermediary,
the intermediary may require you to communicate to it any purchase, redemption 56 Prospectus ■ TIAA-CREF
Emerging Markets Equity Fund
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. · Retail Class. Due to the relatively high cost of maintaining
smaller accounts, the Fund reserves the right to redeem shares in any account if the value of that account
drops below $1,500. You will be allowed at least 60 days, after written notice, to make an additional
investment to bring your account value up to at least the specified minimum before the redemption is
processed. The Fund reserves the right to waive or reduce the minimum account size for the Fund account
at any time. Additionally, the Fund may increase, terminate or revise the terms of the minimum account
size requirements at any time without advance notice to shareholders. · Premier and Retirement Class. Except as noted above under “Eligibility
- Premier Class,” there is currently no minimum account size for Premier or Retirement Class shares. The Fund reserves the right, without prior notice, to establish
a minimum amount required to open, maintain or add to an account. · Institutional Class. While there is currently no minimum account size for maintaining
an Institutional Class account, the Fund reserves the right, without prior notice, to establish a minimum
amount required to maintain an account. Small
Account Maintenance Fee—Retail Class. The Fund charges an annual Small Account Maintenance
Fee of $15.00 per Retail Class account (applicable to both retirement and nonretirement accounts) 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). Investors cannot pay this fee by any other means besides
an automatic deduction of the fee from their account. 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 aggregated 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 IRAs 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. Taxpayer Identification Number. Regardless of whether
you hold your Fund shares directly or through a financial intermediary, you must give the TIAA-CREF Emerging Markets
Equity Fund ■ Prospectus 57
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. 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. In addition, if you hold Fund shares directly and do not
furnish your taxpayer identification number, then your account application will be rejected and returned. Changing
Your Address. · Retail
Class. To change the address on your
account, please call the Fund or send the Fund 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. · Premier
and Retirement Class. To change the address on an Eligible Investor account, please send the Fund
a written notification. · Institutional
Class. To change the address on an account, please contact your Relationship Manager (for Direct
Purchasers) or send the Fund a written notification. Medallion Signature Guarantee. For some transaction requests (for example,
when you are redeeming shares within 30 days of changing your address, bank or bank account or adding
certain new services to an existing account), the Fund may require a Medallion Signature Guarantee of
each owner of record of an account. This requirement is designed to protect you and the Fund from fraud,
and to comply with rules on stock transfers. A Medallion Signature Guarantee is a written endorsement
from an eligible guarantor institution that the signature(s) on the written request is (are) valid. Certain
commercial banks, trust companies, savings associations, credit unions and members of U.S. 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
Medallion Signature Guarantee may be required, please contact the Fund or your Relationship Manager (for
Direct Purchasers). Transferring
Shares. You can transfer ownership of your account to another person or organization that also
qualifies to own the class of shares or change the name on your account by sending the Fund 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. Limitations. Federal laws designed to counter terrorism
and prevent money laundering might, in certain circumstances, require the Fund to block an account owner’s
ability to make certain transactions and thereby refuse to accept a purchase order or any request for
transfers or withdrawals, until instructions are received from the appropriate regulator. The Fund may
also be required to provide additional information about you and your account to government regulators. 58 Prospectus ■ TIAA-CREF
Emerging Markets Equity Fund
Advice About Your Account—Direct
Purchasers Only. TPIS, a TIAA subsidiary, is considered the principal underwriter for the Fund
and Services, a TIAA subsidiary, has entered into an agreement with TPIS to sell Fund shares. TPIS representatives
are only authorized to recommend securities of TIAA or its affiliates. Neither TPIS nor Services receives
commissions for these recommendations. Customer
Complaints. Customer complaints may be directed to TIAA-CREF Funds, 730 Third Avenue, New York,
NY 10017-3206, Mail Stop 730/06/41, Attention: Director, Distribution Operations Services. Transfer On Death—Retail Class. If you live
in certain states and hold Retail Class shares, 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. TIAA-CREF Web
Center and Telephone Transactions. The Fund is 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 Fund requires 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 Fund also tape records telephone instructions and provide
written confirmations of such instructions. The Fund accepts 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 Fund may suspend or terminate Internet or telephone transaction
facilities at any time, for any reason. If you do not want to be able to effect transactions over the
telephone, call the Fund for instructions. MARKET TIMING/EXCESSIVE TRADING
POLICY— There are shareholders who may try to profit
from making transactions back and forth among the Fund and other funds in an effort to “time”
the market. As money is shifted in and out of the Fund, the Fund 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 Fund is not appropriate for such market timing and you should not invest
in the Fund if you want to engage in market timing activity. TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 59
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 the Fund, subsequently purchases or exchanges any monies back
into the Fund and then redeems or exchanges any monies out of the Fund, the shareholder will not be permitted
to transfer back into the Fund through a purchase or exchange for 90 calendar days. The Fund 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 the Fund and to discourage short-term trading of Fund
shares. See the section entitled “Redemption or Exchange Fee” for additional information on
the Redemption Fee. These market timing policies and procedures will not be applied
to certain types of transactions like reinvestments of dividends and capital gains distributions, systematic
withdrawals, systematic purchases, automatic rebalancings, death and hardship withdrawals, 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 market timing policies and procedures will not apply to certain tuition
(529) programs, funds of funds, wrap programs, asset allocation programs and other similar programs that
are approved by the Fund’s management. The Fund’s management may also waive the market timing
policies and procedures when it is believed that such waiver is in the Fund’s best interests, including
but not limited to when it is determined that enforcement of these policies and procedures is not necessary
to protect the Fund from the effects of short-term trading. The Fund also reserves the
right to reject any purchase or exchange request, including when it is believed that a request would
be disruptive to the Fund’s efficient portfolio management. The Fund also may suspend or terminate
your ability to transact by telephone, fax or Internet for any reason, including the prevention of market
timing. A purchase or exchange request could be rejected or electronic trading privileges could be suspended
because of the timing or amount of the investment or because of a history of excessive trading by the
investor. Because the Fund has discretion in applying this policy, it is possible that similar transaction
activity could be handled differently because of the surrounding circumstances. The Fund’s
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 Fund’s NAV, thereby
minimizing any potential stale price arbitrage. The Fund seeks to apply its specifically defined
market timing policies and procedures uniformly to all shareholders, and not to make exceptions with
60 Prospectus ■ TIAA-CREF
Emerging Markets Equity Fund
respect
to these policies and procedures (beyond the exemptions noted above). The Fund makes reasonable efforts
to apply these policies and procedures to shareholders who own shares through omnibus accounts. At times,
the Fund may agree to defer to an intermediary’s market timing policy if the Fund’s management
believes that the intermediary’s policy provides comparable protection of Fund shareholders’
interests. The Fund has the right to modify its market timing policies and procedures at any time without
advance notice. These efforts may include requesting transaction data from intermediaries from time to
time to verify whether the Fund’s policies are being followed and/or to instruct intermediaries
to take action against shareholders who have violated the Fund’s market timing policies. The Fund
is not appropriate for market timing. You should not invest in the Fund if you want to engage in market
timing activity. Shareholders seeking to engage in market timing may deploy a variety
of strategies to avoid detection, and, despite efforts to discourage market timing, there is no guarantee
that the Fund or its agents will be able to identify such shareholders or curtail their trading practices. If
you invest in the Fund through an intermediary, including through a retirement or employee benefit plan,
you may be subject to additional market timing or excessive trading policies implemented by the intermediary
or plan. Please contact your intermediary or plan sponsor for more details. The
Fund charges 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 the Fund, regardless of whether they purchase shares of the Fund 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 the Fund to defray the brokerage commissions, market impact and
other costs of liquidating a shareholder’s investment in the Fund and to discourage short-term trading
of Fund shares. In determining whether the Redemption Fee is applicable to a particular
redemption, the Fund will use the “first-in, first-out” (FIFO) method to determine the 60-day
holding period, such that shares with the longest holding period will be treated as being redeemed first,
and shares with the shortest holding period will be treated as being redeemed last. Under this method,
the date of redemption or exchange will be compared to the earliest purchase date of shares held in the
Fund by a shareholder. If this holding period is 60 calendar days or less, then the Redemption Fee will
be charged, except as provided below. The Fund will not apply the Redemption Fee
to reinvestments of dividends and capital gains distributions, systematic withdrawals, systematic purchases,
TIAA-CREF
Emerging Markets Equity Fund ■ Prospectus 61
automatic
rebalancings, death and hardship withdrawals, 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 the Fund 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
it is determined that imposition of the Redemption Fee is not necessary to protect the Fund from the
effects of short-term trading. In addition, the Fund reserves 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 Fund will
notify you prior to the effective date of the change. If shares of the Fund are
held and subsequently redeemed through an omnibus account maintained by an intermediary, then the intermediary
that places the trade with the Fund 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 the Fund’s method of doing so. If you
received this Prospectus electronically and would like a paper copy, please contact the Fund and one
will be sent to you. 62 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund
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. Fixed-Income
or 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); non-interest bearing debt securities (i.e., zero coupon bonds)
and other non-equity securities that pay dividends. Foreign Investments: Foreign investments may include
securities of foreign issuers, securities or contracts traded or acquired in non-U.S. markets or on non-U.S.
exchanges, or securities or contracts payable or denominated in non-U.S. currencies. Obligations issued
by U.S. companies in non-U.S. currencies are not considered to be foreign investments. 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.
U.
S. Government Securities: Securities issued or guaranteed by the U.S. Government or its agencies
or instrumentalities. TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 63
Because the Fund is new, no financial highlights information is
currently available. 64 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund FOR MORE INFORMATION ABOUT TIAA-CREF FUNDS Statement
of Additional Information (“SAI”). The Fund’s SAI contains more information about
certain aspects of the Fund. A current SAI has been filed with the SEC and is incorporated into this
Prospectus by reference. This means that the Fund’s SAI is legally a part of the Prospectus. Annual and Semiannual Reports. The Fund’s
annual and semiannual reports provide additional information about the Fund’s investments. In the
Fund’s annual report (once available), you will find a discussion of the market conditions and investment
strategies that significantly affected the Fund’s performance during the preceding fiscal year.
Requesting documents. You can request a copy
of the Fund’s SAI or these reports (once available) without charge, or contact the Fund for any
other purpose, in any of the following ways: By telephone: Call
877 518-9161 In writing: TIAA-CREF
Funds Over the Internet: www.tiaa-cref.org Information about the Trust (including the Fund’s 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, DC 20549. To lower costs and eliminate duplicate documents
sent to your home, the Fund may mail only one copy of the Fund’s 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 Fund toll-free or write to the Fund as follows: By
telephone: Call 877 518-9161 In
writing: TIAA-CREF Funds 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 Fund, 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 Fund will ask for your name, address, date of
birth, social security number and other information that will allow the Fund to identify you, such as
your home telephone number. Until you provide the Fund with the information it needs, the Fund may not
be able to open an account or effect any transactions for you. 1940 Act File No. 811-9301 A12222
(8/10)
P.O. Box 1259
Charlotte, NC 28201
P.O. Box 1259
Charlotte, NC 28201
AUGUST 31, 2010
TIAA-CREF EMERGING MARKETS EQUITY INDEX FUND
of the TIAA-CREF Funds
Class Ticker: Retail TEQKX Retirement TEQSX Premier TEQPX Institutional TEQLX
This Prospectus describes the Retail, Retirement, Premier and Institutional Class shares offered by the TIAA-CREF Emerging Markets Equity Index Fund (the “Fund”). The Fund is one of the investment portfolios of the TIAA-CREF Funds (the “Trust”).
An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. An investor can lose money in the Fund and the Fund could perform more poorly than other investments.
The Securities and Exchange Commission (the “SEC”) has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
TABLE OF CONTENTS
SUMMARY INFORMATION
TIAA-CREF EMERGING MARKETS EQUITY INDEX FUND of the TIAA-CREF Funds The Fund seeks a favorable long-term total
return, mainly through capital appreciation, by investing primarily in a portfolio of emerging market
equity investments based on a market index. This table
describes the fees and expenses that you may pay if you buy and hold shares of the Fund: SHAREHOLDER FEES
(deducted directly from gross amount of transaction) Retail Retirement
Premier Institutional Maximum Sales Charge Imposed on Purchases 0% 0% 0% 0% Maximum
Deferred Sales Charge 0% 0% 0% 0% Maximum
Sales Charge Imposed on Reinvested 0% 0% 0% 0% Redemption or Exchange Fee (on shares held
less than 60 days) 2.00% 2.00% 2.00% 2.00% Account
Maintenance Fee $15.00 0% 0% 0% ANNUAL FUND OPERATING
EXPENSES (expenses that you pay each year as
a percentage of the value of your investment) Retail Class Retirement Class Premier
Class Institutional Class Management Fees 0.14% 0.14% 0.14% 0.14% Distribution (Rule 12b-1) Fees 0.25% 0.00%
0.15%
0.00% Other
Expenses1 0.89%
1.00%
0.75%
0.75%
Total
Annual Fund Operating Expenses 1.28% 1.14% 1.04% 0.89% Waivers and Expense Reimbursements2 0.64%
0.64%
0.64%
0.64%
Total Annual Fund Operating
Expenses After Fee Waiver and/or Expense Reimbursement 0.64% 0.50% 0.40% 0.25% TIAA-CREF
Emerging Markets Equity Index Fund ■ Prospectus 3
Class
Class
Class
Class
(percentage
of offering price)
Dividends and Other Distributions
(annual fee on accounts under $2,000)
1 Other Expenses are estimates for the current fiscal year because
the Fund is newly operational. 2 Under the Fund’s expense reimbursement arrangements,
the Fund’s investment adviser, Teachers Advisors, Inc. (“Advisors”), has contractually
agreed to reimburse the Fund for any Total Annual Fund Operating Expenses (excluding Acquired Fund Fees
and Expenses and extraordinary expenses) that exceed: (i) 0.64% of average daily net assets for Retail
Class shares; (ii) 0.50% of average daily net assets for Retirement Class shares; (iii) 0.40% of average
daily net assets for Premier Class shares; and (iv) 0.25% of average daily net assets for Institutional
Class shares of the Fund. These expense reimbursement arrangements will continue through at least August
31, 2011, unless changed with approval of the Board of Trustees. This
example is intended to help you compare the cost of investing in shares of the Fund with the cost of
investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time
periods indicated and then redeem all 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, before expense
reimbursements, remain the same. The example assumes that the Fund’s expense reimbursement agreement
will remain in place through August 31, 2011 but that there will be no waiver or expense reimbursement
agreement in effect thereafter. Although your actual costs may be higher or lower, based on these assumptions
your costs would be: Retail Class Retirement
Class Premier Class Institutional
Class 1 Year $ 65 $ 51 $ 41 $ 26 3
Years $ 343 $ 299 $ 267 $ 220 The Fund pays transaction costs, such as commissions, when it buys
and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses or in the example, affect
the Fund’s performance. The Fund has not experienced any portfolio turnover because the Fund is
newly operational. PRINCIPAL
INVESTMENT STRATEGIES The Fund seeks a favorable long-term total return from a diversified
portfolio of equity securities selected to track publicly-traded stocks in emerging markets, as represented
by its benchmark index, the MSCI Emerging Markets Index (“MSCI EM Index”). The Fund has a policy
of investing, under normal circumstances, at least 80% of its assets in equity securities within the
MSCI EM Index or in instruments with economic characteristics similar to all or a portion of the Index.
The Fund will invest in most but not necessarily all of the 4 Prospectus ■ TIAA-CREF
Emerging Markets Equity Index Fund
stocks
in the MSCI EM Index, and will attempt to closely match the Index’s overall investment attributes. Because
the return of an index is not reduced by investment and other operating expenses, the Fund’s ability
to match the MSCI EM 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 and may be changed
without shareholder approval. At times the Fund will not invest in securities of issuers included
in the MSCI EM Index that do not meet certain corporate governance criteria adopted by the Fund. Under
this policy, the Fund currently has determined not to invest in certain companies with operations in
Sudan. The Fund may invest in instruments including exchange-traded
funds (“ETFs”),
exchange-traded notes (“ETNs”), equity-linked notes (“ELNs”)
and futures contracts or other derivatives to achieve its investment objective.
The Fund may also use such instruments for cash management and other purposes,
including to gain exposure to certain sectors or securities that are represented
by ownership in ETFs, ETNs or ELNs. When the 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. Because ETNs and ELNs are fixed-income obligations,
they are subject to the risks generally associated with fixed-income securities,
like credit risk. You could
lose money over short or long periods by investing in this Fund. Accordingly, an investment in the Fund,
or the Fund’s portfolio securities, typically is subject to the following principal investment risks:
· Market Risk—The risk that market prices of securities
held by the Fund may fall rapidly or unpredictably due to a variety of factors, including changing economic,
political or market conditions. · 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 value of the security over short or extended periods of time. · Index Risk—The risk that the Fund’s performance will not correspond
to its benchmark index for any period of time and may underperform such index or the overall stock market.
Additionally, to the extent that the
Fund’s investments vary from the composition of its benchmark index, the Fund’s performance
could potentially vary from the index’s performance to a greater extent than if the Fund merely
attempted to replicate the index. · Foreign
Investment Risk—Foreign markets can be more volatile than the U.S. market due to increased
risks of adverse issuer, political, regulatory, currency, market or economic developments and can result
in greater price volatility and perform differently from securities of U.S. issuers. This risk may be
heightened in emerging or developing markets. · Emerging
Markets Risk—The risk of foreign investment often increases 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
of issuers in emerging market countries may be volatile and difficult to determine. Securities issued
in these countries may be less liquid than securities issued in more developed TIAA-CREF Emerging Markets
Equity Index Fund ■ Prospectus 5
economies. In addition, foreign investors such as the Fund are subject to a variety
of special restrictions in many such countries. · Derivatives Risk—The risks associated with investing in derivatives may
be different and greater than the risks associated with directly investing in the underlying securities
and other instruments. The Fund may use futures and options, and the Fund may also use more complex derivatives
such as swaps that might present liquidity, credit and counterparty risk. There can be no assurances that the Fund will achieve its
investment objective. You should not consider the Fund to be a complete investment program. Please see
the non-summary portion of the prospectus for more detailed information about the risks described above.
Performance information is not available for the Fund because the
Fund is newly operational. Once the Fund has completed one calendar year of operations, its performance
information will become available. Investment
Adviser. The Fund’s investment adviser is Teachers Advisors, Inc. Portfolio Managers. The following people jointly
manage the Fund on a day-to-day basis: Name: Philip James (Jim) Campagna, CFA Anne Sapp, CFA Title: Director Managing
Director Experience
on Fund: since inception in 2010 since
inception in 2010 PURCHASE AND SALE OF FUND SHARES Retail
Class shares are available for purchase through financial intermediaries or by contacting the Fund directly
at 800 223-1200 or www.tiaa-cref.org. Retirement Class and Premier Class shares are generally available
for purchase through employee benefit plans or other types of savings plans or accounts. Institutional
Class shares are available for purchase directly from the Fund by certain eligible investors or through
financial intermediaries. · The minimum initial investment for Retail Class shares
is $2,000 for Traditional IRA, Roth IRA and Coverdell accounts and $2,500 for all other account types.
Subsequent investments for all account types must be at least $100. · There is no
minimum initial or subsequent investment for Retirement Class shares. Retirement Class shares are primarily
offered through employer-sponsored employee benefit plans. · There is a
$100 million aggregate plan size and $5 million initial minimum plan-level investment requirement for
Premier Class shares. Premier Class 6 Prospectus ■ TIAA-CREF Emerging Markets Equity Index Fund
shares are offered through certain financial intermediaries and employer-sponsored employee
benefit plans. · The minimum initial investment is $10 million and the
minimum subsequent investment is $1,000 for Institutional Class shares, unless an investor purchases
shares by or through financial intermediaries that have entered into an appropriate agreement with the
Fund or its affiliates. Redeeming
Shares. You can redeem (sell) your shares of the Fund at any time. If your shares are held through
a third party, please contact that person for applicable redemption requirements. If your shares are
held directly with the Fund, contact the Fund directly in writing or by telephone. Redemptions involving
shares of the Fund held less than 60 calendar days may be subject to the Redemption Fee, addressed in
“Fees and Expenses” above. Exchanging
Shares. You can exchange shares of the Fund for the same class of shares of any other funds offered
by the TIAA-CREF Funds at any time, subject to the limitations described in the Market Timing/Excessive
Trading Policy section in the statutory prospectus or any limitations imposed by a third party when shares
are held through a third party. Exchanges involving shares of the Fund held less than 60 calendar days
may be subject to the Redemption Fee addressed in "Fees and Expenses" above. The
Fund intends to make distributions to shareholders that may be taxed as ordinary income or capital gains.
Distributions made to tax-exempt shareholders or shareholders who hold Fund shares in a tax-deferred
account are generally not subject to income tax in the current year, but future redemptions made in tax-deferred
accounts may be subject to income tax. PAYMENTS TO BROKER-DEALERS AND OTHER If
you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund
and/or its related companies may pay the intermediary for the sale of Fund shares and related services.
These payments may create a conflict of interest by influencing the broker-dealer or other intermediary
and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your
financial intermediary’s website for more information. ADDITIONAL INFORMATION ABOUT INVESTMENT STRATEGIES
AND RISKS ADDITIONAL INFORMATION ABOUT THE FUND This Prospectus
describes the Fund and its investment objective, principal investment strategies and restrictions and
principal investment risks. An TIAA-CREF Emerging Markets Equity Index Fund ■ Prospectus 7
FINANCIAL INTERMEDIARY COMPENSATION
investor
should consider whether the Fund is an appropriate investment. The investment objective of the Fund 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 Fund’s Statement of Additional Information (“SAI”) are fundamental and may only
be changed with shareholder approval. As noted in the “Principal
Investment Strategies” section of this Prospectus, the Fund has a policy
of normally investing at least 80% of its assets (net assets, plus the amount
of any borrowings for investment purposes) in the particular type of securities
implied by its name. Shareholders will receive at least 60 days’ prior notice
before changes are made to the 80% policy. Please see the Glossary towards the end of
this Prospectus for how the Fund defines "equity securities." The 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 reducing market losses but may otherwise not achieve its investment
objective. The use of a particular index as the 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. The Fund is not appropriate for market timing. You should not invest in the Fund
if you are a market timer. No one can assure that the 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 this Prospectus for certain defined terms used in this Prospectus.
ADDITIONAL INFORMATION ON PRINCIPAL INVESTMENT RISKS OF THE FUND The Fund
invests primarily in equity securities. In general, the value of equity securities fluctuates in response
to the fortune of individual companies and in response to general market and economic conditions. Therefore,
the value of the Fund may increase or decrease as a result of its interest in equity securities. More
specifically, the Fund, or any of the Fund’s portfolio securities, typically is subject to the following
principal investment risks: · Market
Risk—The risk that the price of equity securities may decline in response to general market
and economic conditions or events, including conditions and developments outside of the equity markets
such as significant changes in interest and inflation rates and the availability of credit. Accordingly,
the value of the equity securities that the 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 8 Prospectus ■ TIAA-CREF Emerging Markets Equity Index Fund
conditions and, therefore, trends often vary from country to country and region to region.
During periods of unusual volatility or turmoil in the equity markets, the Fund may undergo an extended
period of decline. · 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. In times of market turmoil,
perceptions of a company’s credit risk can quickly change and even large, well-established companies
may deteriorate rapidly with little or no warning. · Index Risk—Index risk is the risk that the performance
of the Fund will not correspond to, or may underperform, its benchmark index
for any period of time. Although the Fund attempts to use the investment performance
of its respective index as a baseline, it may not duplicate the exact composition
of that index. To the extent that the Fund’s investments vary from the
composition of its benchmark index, the Fund’s performance could potentially
vary from the index’s performance to a greater extent than if the Fund
attempted to replicate the 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 indexed 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, no indexed fund can guarantee that its performance
will match or exceed its index for any period of time. · Foreign
Investment Risk—Foreign investments, which may include securities of foreign issuers, securities
or contracts traded or acquired in non-U.S. markets or on non-U.S. exchanges, or securities or contracts
payable or denominated in non-U.S. currencies, can involve special risks that arise from one or more
of the following events or circumstances: (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 custodial 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. · Emerging Markets Risk—The risk of foreign investment
often increases 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 of issuers in emerging market countries may
be volatile and difficult to determine. Securities issued in these countries may be less liquid than
securities issued in more developed TIAA-CREF Emerging Markets Equity Index Fund ■ Prospectus 9
economies. In addition, foreign investors such as the Fund are subject to a variety
of special restrictions in many such countries. · Derivatives Risk—The risks associated with investing in derivatives by
the Fund may be different and greater than the risks associated with directly investing in the underlying
securities and other instruments. Derivatives such as swaps are subject to risks such as liquidity risk,
interest rate risk, market risk, and credit risk. These derivatives involve the risk of mispricing or
improper valuation and the risk that the prices of certain options, futures, swaps and other types of
derivative instruments, and their prices, may not correlate perfectly with the prices or performance
of the underlying security, currency, rate, index or other asset. Certain derivatives present the risk
of default by the other party to the contract, and some derivatives are, or may suddenly become, illiquid.
Some of these risks exist for futures and options which may trade on established markets. Unanticipated
changes in interest rates, securities prices or currency exchange rates may result in poorer overall
performance of the Fund than if it had not entered into derivatives transactions. The potential for
loss as a result of investing in derivatives, and the speed at which such losses can be realized, are
greater than investing directly in the underlying security or other instrument. In addition
to the principal investment risks set forth above, there are other risks associated with investing in
the Fund and in emerging market equity securities that are discussed in the “Summary Information”
section above and in the Fund's SAI, which risks may include some of the risks previously identified
for emerging market equity securities. No one can assure that the 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 the Fund.
ADDITIONAL INFORMATION ABOUT THE FUND’S BENCHMARK INDEX The benchmark index described
below is unmanaged, and you cannot invest directly in the index. MSCI Emerging
Markets® Index The MSCI Emerging Markets®
(EM) Index tracks the performance of the leading stocks in 20 MSCI emerging countries in the following
areas: Europe, Asia, Africa, Latin America and the Middle East. MSCI constructs indices country by
country, then assembles the country indices into regional indices. To construct a MSCI country index,
the MSCI analyzes each stock in that country’s market based on its market capitalization, trading
volume and significant owners. The stocks are sorted by free float adjusted market capitalization, and
the largest stocks (meeting liquidity and trading volume requirements) are selected until approximately
85% of the free float adjusted market 10 Prospectus ■ TIAA-CREF Emerging Markets Equity Index Fund
representation
of each country’s market is reached. When combined as the MSCI EM Index, the regional index captures
approximately 85% of the free float adjusted market capitalization of 20 emerging countries around the
world. The MSCI EM Index may include securities of large-, mid- and small-cap issuers.
MSCI 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.
NON-PRINCIPAL INVESTMENT STRATEGIES The Fund may also make certain other investments.
For example, the Fund may invest in short-term debt securities of the same type as those held by money
market funds and other kinds of short-term instruments for cash management and other purposes. These
securities help the Fund maintain liquidity, use cash balances effectively, and take advantage of attractive
investment opportunities. Under normal market conditions, the Fund also may invest up to 20% of its assets
in fixed-income securities. The Fund also may buy and sell: (1) put and call options on securities
of the types in which it may invest and on securities indices composed of such securities, (2) futures
contracts on securities indices composed of securities of the types in which it may invest, and (3) put
and call options on such futures contracts. The Fund may use such options and futures contracts for hedging
and cash management purposes and to increase total return. Futures contracts permit the 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. In seeking
to manage currency risk, the Fund 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 Fund
can invest in derivatives and other similar financial instruments, such as equity swaps (including contracts
for difference, 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, restrictions and policies and current regulations. Please
see the Fund’s SAI for more information on these and other investments the Fund may utilize. A description of the Fund’s policies and procedures with respect
to the disclosure of its portfolio holdings is available in the Fund’s SAI. TIAA-CREF Emerging Markets
Equity Index Fund ■ Prospectus 11
If the Fund engages in active and frequent
trading of portfolio securities, it will have a correspondingly higher “portfolio turnover rate.”
A high portfolio turnover rate generally will result in (1) greater brokerage commission expenses or
other transaction costs borne by the Fund and, ultimately, by shareholders and (2) higher amounts of
realized investment gain subject to the payment of taxes by shareholders. Also, a high portfolio turnover
rate for the Fund may cause the Fund to be more likely to generate capital gains that must be distributed
to shareholders as taxable income. The Fund is not subject to a specific limitation on portfolio turnover,
and securities of the Fund may be sold at any time such sale is deemed advisable for investment or operational
reasons. Also certain trading strategies utilized by the Fund may increase portfolio turnover. The Fund
is not generally managed to minimize the tax burden for shareholders. The Fund 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 Fund’s portfolio turnover rate and brokerage costs. Advisors may employ various portfolio management
strategies to attempt to minimize any potential disruptive effects or costs of such activity. The Fund
offers Retail, Retirement, Premier and Institutional Class shares in this Prospectus. The Fund’s
investments are held by the Fund as a whole, not by a particular share class, so an investor’s money
will be invested the same way no matter which class of shares is held. However, there are differences
among the fees and expenses associated with each class and not everyone is eligible to buy every class.
After determining which classes you are eligible to buy, decide which class best suits your needs. Please
contact the Fund’s distributor, Teachers Personal Investors Services, Inc., if you have questions
or would like assistance in determining which class is right for you. Advisors
manages the assets of the Trust, under the supervision of the Board of Trustees. Advisors is an indirect
wholly owned subsidiary of Teachers Insurance and Annuity Association of America (“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. 12 Prospectus ■ TIAA-CREF Emerging Markets Equity Index Fund
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 May 31, 2010 Advisors and
Investment Management together had approximately $199 billion of registered investment company assets
under management. Advisors is located at 730 Third Avenue, New York, NY 10017-3206. TIAA-CREF
entities sponsor an array of financial products for retirement and other investment goals. For some of
these products, for example, the investment accounts of CREF, TIAA or its subsidiaries perform services
“at cost.” The Fund offered in this Prospectus, however, pays the management fees and other
expenses that are described in the table on Fees and Expenses in the Prospectus. The management fees
paid by the Fund to Advisors are intended to compensate Advisors for its services to the Fund and are
not limited to the reimbursement of Advisors’ costs. Thus, under this arrangement, Advisors can
earn a profit or incur a loss on the services which it renders to the Fund. The Fund also pays Advisors
for certain administrative services that Advisors provides to the Fund on an at-cost basis. Advisors
manages the assets of the Fund described in this Prospectus pursuant to an investment management agreement
with the Trust that was approved by the initial sole shareholder of the Fund on August 1, 2010 (the “Management
Agreement”). Advisors’ duties under the Management Agreement include, among other things,
providing the Fund with investment research, advice and supervision, furnishing an investment program
for the Fund, determining which securities or other investments to purchase, sell or exchange and providing
or obtaining any other necessary services to manage, acquire or dispose of securities, cash or other
investments. The annual investment investment management fees charged under
the Management Agreement with respect to the Fund are as follows: Assets Under Management Fee Rate (Billions) (average daily net assets) Emerging
Markets Equity Index Fund All assets 0.14% A
discussion regarding the basis for the Board of Trustees’ initial approval of the Fund’s Management
Agreement will become available in the Fund’s shareholder report for the period ending October 31,
2010. For a free copy of the Fund’s shareholder report, once available, please call 800 842-2776,
visit the Fund’s website at www.tiaa-cref.org or visit the SEC’s website at www.sec.gov. The 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 the Fund’s investments. The following is a list of members of the management
team primarily responsible for managing the Fund’s TIAA-CREF Emerging Markets Equity Index Fund ■ Prospectus 13
investments,
along with their relevant experience. The members of the team may change from time to time. Name & Title Portfolio
Role/ Experience Over Total
Experience At On EMERGING MARKETS EQUITY
INDEX FUND Philip James (Jim) Quantitative
Port- Advisors,
TIAA and its affiliates— 2005 1991 2010 Anne
Sapp, CFA Quantitative
Port- Advisors, TIAA and its affiliates— 2004 1987 2010 The
Fund’s SAI provides additional disclosure about the compensation structure 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 shares of the Fund. Under
the terms of the Management Agreement, responsibility for payment of administrative expenses, including
transfer agency, dividend disbursing, accounting, administrative and shareholder services, is allocated
either directly to the Fund or to Advisors. For Retirement Class shares of the Fund, the
Fund has a separate service agreement with Advisors (the “Retirement Class Service Agreement”)
pursuant to which Advisors provides or arranges for the provision of administrative and shareholder services
for the Retirement Class shares, including services associated with maintenance of Retirement Class shares
on retirement plan or other platforms. Under the Retirement Class Service Agreement, the Retirement Class
of the Fund pays monthly a fee to Advisors at an annual rate of 0.25% of average daily net assets, which
is reflected as part of “other expenses” in the Fee and Expenses section of this Prospectus.
Advisors may rely on 14 Prospectus ■ TIAA-CREF Emerging Markets Equity Index Fund
Coverage/
Expertise/Specialty
Past Five Years
(since dates
specified below)
TIAA
Total
Team
Campagna, CFA
Director
folio
Management
2005
to Present (portfolio manage-
ment
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 funds)
Managing Director
folio
Management
2004 to Present (portfolio
management of domestic and international large-, mid- and small-cap equity index
portfolios), Mellon Transition Management Services—2001-2004 (Transition Manager for a variety of
equity funds; Mellon Capital Management—1996-2000 (portfolio manager for a variety of equity index
funds)
affiliated
or unaffiliated persons to fulfill its obligations under the Retirement Class Service Agreement. ALL CLASSES Teachers
Personal Investors Services, Inc. (“TPIS”) distributes the different classes of the Fund’s
shares. TPIS may enter into agreements with other intermediaries, including its affiliated broker/dealer,
TIAA-CREF Individual & Institutional Services, LLC (“Services”), to sell shares of the
Fund. For Premier Class and Retail Class shares, TPIS may utilize some or all of the fees it receives
with respect to the Premier Class and Retail Class distribution plans under Rule 12b-1 to pay such other
intermediaries for expenses incurred in connection with the sale, promotion and servicing of Premier
Class and Retail Class shares. In addition TPIS, Services or Advisors may pay intermediaries out of its
own assets to support the distribution and/or servicing of Fund 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. RETAIL CLASS TPIS distributes the Fund’s
Retail Class shares. The Fund has adopted a distribution plan under Rule 12b-1 with respect to Retail
Class shares under which the Fund pays TPIS an annual fee for TPIS’ or other entities’ services
related to the sale and promotion of Retail Class shares. Under the plan, the Fund
pays TPIS or another entity at the annual rate of 0.25% of average daily net assets attributable to Retail
Class shares for distribution and promotion-related activities, as well as shareholder and account maintenance
services. Advisors, TPIS and their affiliates, at their own expense, may also continue to pay for distribution
expenses of Retail Class shares. Because Rule 12b-1 plan fees are paid out of the Fund’s assets
on an ongoing basis, over time they will increase the cost of your investment in the Fund. More information
about the Fund’s distribution arrangements for Retail Class shares appears in the Fund’s SAI. RETIREMENT CLASS TPIS distributes the Fund’s Retirement
Class shares. More information about the Fund’s distribution arrangements
for Retirement Class shares appears in the Fund’s SAI. PREMIER CLASS TPIS distributes
the Fund’s Premier Class shares. The Fund has adopted a distribution plan under Rule 12b-1 with
respect to Premier Class under which TIAA-CREF Emerging Markets Equity Index Fund ■ Prospectus 15
the
Fund pays TPIS an annual fee to compensate TPIS for TPIS’ services related to the sale, promotion
and/or servicing of Premier Class shares. Under the plan, the Fund pays TPIS at the annual
rate of 0.15% of average daily net assets attributable to Premier Class shares for distribution and promotion-related
activities, as well as shareholder and account maintenance services. Advisors, TPIS and their affiliates,
at their own expense, may also continue to pay for distribution, promotional and shareholder account
maintenance expenses of Premier Class shares. Because Rule 12b-1 plan fees are paid out of the Fund’s
assets on an ongoing basis, over time they will increase the cost of your investment in the Fund. More
information about the Fund’s distribution arrangements for Premier Class shares appears in the Fund’s
SAI. INSTITUTIONAL CLASS TPIS distributes the Fund’s Institutional
Class shares. More information about the Fund’s distribution arrangements for Institutional Class
shares appears in the Fund’s SAI. 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 maintenance of Retirement
Class shares held on their platforms. The Fund determines its net asset value (“NAV”)
per share, or share price, on each day the New York Stock Exchange (the “NYSE”) is open for
business. The NAV for the Fund is calculated as of the time when regular trading closes on the NYSE (generally,
4:00 p.m. Eastern Time or at such earlier time that regular trading on the NYSE closes prior to 4:00
p.m. Eastern Time). The Fund does not price its shares on days that the NYSE is closed. NAV per share
for each class is determined by dividing the value of the Fund's assets attributable to such class, less
all liabilities attributable to such class, by the total number of shares of the class outstanding.
If the 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. The Fund generally uses market quotations or values obtained from independent pricing
services to value securities and other instruments held by the Fund. However, fixed-income securities
held by the Fund with remaining maturities of 60 days or less generally are valued using their amortized
cost. If 16 Prospectus ■ TIAA-CREF Emerging Markets Equity Index Fund
market
quotations or values from independent pricing services are not readily available or are not considered
reliable, the Fund will use a security’s “fair value,” as determined in good faith using
procedures approved by the Board of Trustees. The Fund 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 the Fund’s NAV is calculated. For example,
the Fund 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 the 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
the Fund’s NAV. Although the Fund fair values portfolio securities on a security-by-security basis,
funds that hold foreign portfolio securities may see their portfolio securities fair valued more frequently
than other funds that do not hold foreign securities. 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 Fund 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 pm 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 the 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 Fund’s
fair value pricing procedures provide, among other things, for the Fund 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 Fund also examines 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. In addition, the Fund 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 with maturities of
more than 60 days 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. TIAA-CREF Emerging Markets Equity Index Fund ■ Prospectus 17
The Fund expects to declare and distribute
to shareholders substantially all of its net investment income and net realized capital gains, if any.
The amount distributed will vary according to the income received from securities held by the Fund and
capital gains realized from the sale of securities. The Fund plans to pay dividends on an annual basis.
The Fund intends to pay net capital gains, if any, annually. Dividends and capital gain
distributions paid to Premier Class and Retirement Class shareholders who hold their shares through a
TIAA-CREF administered plan or custody account will automatically be reinvested in additional same class
shares of the Fund. All other Premier and Retirement Class shareholders, as well as Institutional and
Retail Class shareholders, may elect from the following distribution options (barring any restrictions
from the intermediary or plan through which such shares are held): 1. Reinvestment
Option, Same Fund. Your dividend and capital gain distributions 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. On
the Fund’s distribution date, the Fund makes distributions on a per share basis to the shareholders
who hold and have paid for Fund shares on the record date. The Fund does this regardless of how long
the shares have been held. This means that if you buy shares just before or on a record date, you will
pay the full price for the shares and then you may receive a portion of the price back as a taxable distribution
(see the discussion of “Buying a dividend” below under “Taxes”). Cash distribution
checks will be mailed within seven days of the distribution date. Shareholders who hold their
shares through a variable insurance 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 insurance product issuer or your plan sponsor or intermediary for more details. 18 Prospectus ■ TIAA-CREF
Emerging Markets Equity Index Fund
As with any investment, you should consider how your investment
in the Fund will be taxed. Taxes on dividends
and distributions. Unless you are tax-exempt or hold Fund shares in a tax-deferred account, you
are subject to federal income tax on dividends and taxable distributions each year. Your dividends and
taxable distributions generally are taxable when they are paid, whether you take them in cash or reinvest
them. However, distributions declared in October, November or December of a year and paid in January
of the following year are taxable as if they were paid on December 31 of the prior year. For federal
tax purposes, income and short-term capital gain distributions from the Fund are taxed as ordinary income,
and long-term capital gain distributions are taxed as long-term capital gains. Every January, a statement
showing the taxable distributions paid to you in the previous year from the Fund will be sent to you
and the Internal Revenue Service (“IRS”) (for taxable accounts only). Long-term capital gain
distributions generally may be taxed at a maximum federal rate of 15% to individual investors (or at
0% to individual investors who are in the 10% or 15% tax bracket). These rates are currently scheduled
to apply through 2010. Whether or not a capital gain distribution is considered long-term or short-term
depends on how long the Fund held the securities the sale of which led to the gain. A portion
of ordinary income dividends paid by the 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 the Fund. Notwithstanding this, certain holding period requirements with respect to a shareholder’s
shares in the Fund may apply to prevent the shareholder from treating any portion of a dividend as “qualified
dividend income.” The favorable treatment of qualified dividends is currently scheduled to expire
after 2010. Additional information about this can be found in the Fund’s SAI. Taxes on transactions. Unless a transaction involves
Fund shares held in a tax-deferred account, redemptions (sales), including exchanges to other funds,
may also give rise to capital gains or losses. The amount of any capital gain or loss will be the difference,
if any, between the adjusted cost basis of your shares and the price you receive when you sell or exchange
them. In general, a capital gain or loss will be treated as a long-term capital gain or loss if you have
held your shares for more than one year. Whenever you sell shares of the Fund, you will
be sent a confirmation statement showing how many shares you sold and at what price. However, you or
your tax preparer must determine whether this sale resulted in a capital gain or loss and the amount
of tax to be paid on any gain. Be sure to keep your TIAA-CREF Emerging Markets Equity Index Fund ■ Prospectus 19
regular
account statements; the information they contain will be essential in calculating the amount of your
capital gains or losses. Backup withholding.
If you fail to provide a correct taxpayer identification number or fail to certify that it is correct,
the Fund is required by law to withhold 28% of all the distributions and redemption proceeds paid from
your account. The Fund is also required to begin backup withholding if instructed by the IRS to do so. Buying a dividend. If you buy shares just before the
Fund deducts a distribution from its net asset value, you will pay the full price for the shares and
then receive a portion of the price back in the form of a taxable distribution. This is referred to as
“buying a dividend.” For example, assume you bought shares of the Fund for $10.00 per share
the day before the Fund paid a $0.25 dividend. After the dividend was paid, each share would be worth
$9.75, and, unless you 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 the Fund and its investments and these taxes generally will reduce the Fund's distributions.
If the 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 you maintain a taxable account. 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, the Fund may have to limit its investment in
some types of instruments. Special considerations
for certain institutional investors. If you are a corporate investor, a portion of the dividends
from net investment income paid by the Fund may qualify for the corporate dividends-received deduction.
The portion of the dividends that will qualify for this treatment will depend on the aggregate qualifying
dividend income 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. Taxes related to Employee Benefit Plans or IRAs.
Generally, individuals are not subject to federal income tax in connection with shares held (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. 20 Prospectus ■ TIAA-CREF
Emerging Markets Equity Index Fund
Other Tax Matters. Certain
investments of the Fund, including certain debt instruments, foreign securities and shares of other investment
funds could affect the amount, timing and character of distributions you receive and could cause the
Fund to recognize taxable income in excess of the cash generated by such investments (which may require
the Fund to liquidate other investments in order to make required distributions). This information
is only a brief summary of certain federal income tax information about your investment in the Fund.
The investment may have state, local or foreign tax consequences, and you should consult your tax advisor
about the effect of your investment in the Fund in your particular situation. Additional tax information
can be found in the Fund’s SAI. YOUR ACCOUNT: PURCHASING, REDEEMING Types
of Accounts Retail Class shares of the Fund are available for purchase in the
following types of accounts: · Individual accounts (for one person) or Joint accounts
(more than one person) including Transfer on Death (TOD) accounts (see below for more details). · 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. The
Fund will only accept accounts with a U.S. address of record; the Fund will not accept accounts with
a foreign address of record. Additionally, the Fund will not accept a P.O. Box as the address of record. TIAA-CREF
Emerging Markets Equity Index Fund ■ Prospectus 21
OR EXCHANGING SHARES
For more information about opening an IRA or corporate or institutional account,
please call the Fund at 800 223-1200, Monday through Friday, from 8:00 a.m. to 10:00 p.m. Eastern Time. Purchasing Shares – Retail Class How to
Open an Account and Make Subsequent Investments To
open an account, send the Fund a completed application with your initial investment. If you want an application,
or if you have any questions or need help completing the application, call one of the Fund’s 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 for all account types must be at least $100
per Fund account. Financial intermediaries may enforce their own minimum initial and subsequent investment
minimums. The Fund has the discretion to waive or otherwise change the initial or subsequent minimum
investment requirements at any time without any prior notice to shareholders. All purchases must be in
U.S. dollars and all checks must be drawn on U.S. banks. The Fund will not accept payment in the following
forms: travelers checks, money orders, credit card convenience checks, cashier’s checks, cash or
starter checks. The Fund will not accept corporate checks for investment into non-corporate accounts.
The Fund will not accept third-party checks. (Any check not made payable directly to TIAA-CREF Funds-Retail
Class will be considered a third-party check). The Fund cannot accept checks made out to you or other
parties and signed over to the Fund. The Fund considers all purchase requests to
be received when they are received in “good order” by the Fund’s transfer agent (or other
authorized Fund agent). Financial intermediaries may have their own independent good order and eligibility
requirements. (See below.) To Open An Account
On-Line: Please visit the Fund’s Web Center at www.tiaa-cref.org and click on Mutual Funds.
You can establish an individual, joint, or custodian (UGMA or UTMA) account. For assistance in completing
these transactions, please call 800 223-1200. Once completed, your transaction cannot be modified or
canceled. To Open An Account By Mail:
Send your check, made payable to TIAA-CREF Funds—Retail Class, and application to: 22 Prospectus ■ TIAA-CREF
Emerging Markets Equity Index Fund
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 a completed and signed application by mail, then call the Fund to
confirm that your account has been established. Instruct your bank to wire money to: State Street Bank and Trust Company 225 Franklin Street Boston,
MA 02110 ABA Number 011000028 DDA Number 99052771 Specify on the wire: · The
TIAA-CREF 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); and · The Fund and
amount to be invested. You can purchase additional shares in any of the following ways: By Mail: Send a check to either of the addresses listed
above with an investment coupon from a previous confirmation statement. If you do not have an investment
coupon, use a separate piece of paper to give us your name, address, Fund account number, the Fund you
want to invest in and the amount to be invested in the Fund. By Automatic Investment Plan (AIP): You can make subsequent investments automatically
by electing to utilize the Automatic Investment Plan on your initial application or later upon request.
By electing this option you authorize the Fund to take regular, automatic withdrawals from your bank
account. To begin this service, send the Fund a voided checking or savings account investment
slip. It will take the Fund up to 10 days from the time it is received to set up your Automatic Investment
Plan. You can make automatic investments semi-monthly or monthly (on the 1st and 15th of each month or
on the next business day if those days are not business days). Investments must be made for at least
$100 per Fund account. TIAA-CREF Emerging Markets Equity Index Fund ■ Prospectus 23
You can change the date or amount of your investment, or terminate the Automatic
Investment Plan, at any time by letter or by telephone. The change will take effect approximately 5 business
days after the Fund receives your request. By
Telephone: Call 800 223-1200. You can make electronic withdrawals from your designated bank account
to buy additional Retail Class shares of the Fund over the telephone. There is a $100,000 limit on these
purchases. Telephone requests cannot be modified or canceled. All shareholders automatically
have the right to buy shares by telephone provided bank account information and a voided check were provided
at the time the account was established. If you do not want the telephone purchase option, you can indicate
this on the application or call the Fund at 800 223-1200 any time after opening your account. You may
add this privilege after the account has been established by completing an Account Services Form, which
you can request by calling 800 223-1200, or you may download it from the Fund’s website. Over the Internet: With TIAA-CREF’s Web Center,
you can make electronic withdrawals from your designated bank account to buy additional shares over the
Internet. There is a $100,000 limit on these purchases. TIAA-CREF’s Web Center can be accessed through
TIAA-CREF’s homepage at www.tiaa-cref.org. Before you can use TIAA-CREF’s Web Center,
you must enter your Social Security number, date of birth and active account number. You will then be
given an opportunity to create a user name and password. TIAA-CREF’s Web Center will lead you through
the transaction process, and the Fund will use reasonable procedures to confirm that the instructions
given are genuine. All transactions over TIAA-CREF’s Web Center are recorded electronically. Once
made, your transactions cannot be modified or canceled. By Wire: To buy additional shares by wire, follow the instructions above for
opening an account by wire (please note that there is no need to forward another account application
once the account has been established and you are making a subsequent investment). Note that
if you hold Fund shares through a financial intermediary, you must contact the intermediary to purchase
additional shares. Points to Remember for All Purchases · Your
investment must be for a specified dollar amount. The Fund cannot accept purchase requests specifying
a certain price, date, or number of shares. These types of requests will be deemed to be not in “good
order” (see below) and the money you sent will be returned to you. · The Fund reserves
the right to reject any application, investment or purchase request. There may be circumstances when
the Fund will not accept new investments without prior notice to shareholders. 24 Prospectus ■ TIAA-CREF
Emerging Markets Equity Index Fund
· Your
ability to purchase shares may be restricted due to limitations on purchases or exchanges, including
limitations under the Fund’s Market Timing/Excessive Trading Policy (see below). · If you hold
your shares through a financial intermediary, it may charge you additional fees. Contact your financial
intermediary to find out if it imposes 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 Fund does not receive good funds through wire transfer or electronic funds transfer,
the Fund will treat this as a redemption of the shares purchased when your check or electronic funds
were received. You will be responsible for any resulting loss incurred by the Fund or Advisors and you
may be subject to tax consequences on such a redemption. If you are already a shareholder, the Fund can
redeem shares from any of your account(s) as reimbursement for all losses. The Fund also reserves the
right to restrict you from making future purchases in the Fund or any other series of the Trust. There
is a $25 fee for all returned items, including checks and electronic funds transfers. Please note that
there is a 10-calendar day hold on all purchases by check, or through electronic funds transfer. · Federal
law requires the Fund to obtain, verify and record information that identifies each person who opens
an account. Until the Fund receives such information, it may not be able to open an account or effect
transactions for you. Furthermore, if the Fund is unable to verify your identity, or that of another
person authorized to act on your behalf, or if it is believed potential criminal activity has been identified,
the Fund reserves the right to take such action as deemed appropriate, which may include closing your
account. · The
Fund is not responsible for any losses due to unauthorized or fraudulent instructions so long as the
Fund follows reasonable security procedures to verify your identity. It is your responsibility to review
and verify the accuracy of your confirmation statements immediately after you receive them. 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
policies and 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 TIAA-CREF Emerging Markets Equity Index Fund ■ Prospectus 25
contact
the Fund or their intermediary or plan sponsor directly. Otherwise, shareholders interested in making
in-kind purchases should contact the Fund directly. Redeeming Shares – Retail
Class You can redeem (sell) your Retail Class shares of the Fund at any time. 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. Certain
redemptions of shares of the Fund will be subject to the Redemption Fee (see the section entitled "Redemption
or Exchange Fee" below). Usually, the Fund sends your redemption proceeds (minus any applicable
Redemption Fee) to you on the next business day after the Fund receives your request, but not later than
seven days afterwards, assuming the request is received in good order by the Fund’s transfer agent
(or other authorized Fund agent) (see below). If a redemption of shares is requested shortly after you
have purchased those shares by check or automatic investment plan, it will take 10 calendar days for
your check or automatic investment to clear and for your shares to be available for redemption. The
Fund sends redemption proceeds (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 Fund generally will require a letter of instruction with a Medallion Signature
Guarantee for each account holder (see below). The Fund can send your redemption proceeds by check to
the address of record; by electronic transfer to your bank; or by wire transfer (minimum of $5,000).
Before calling, read “Points to Remember When Redeeming,” below. The Fund
can postpone payment if: (a) the NYSE is closed for other than usual weekends or holidays, or trading
on the NYSE is restricted; (b) an emergency exists as defined by the SEC, or the SEC requires that trading
be restricted; or (c) the SEC permits a delay for the protection of investors. You Can Redeem Shares In Any Of The Following Ways: By Mail: Send your written request to either of the
addresses listed in the “How to Open an Account and Make Subsequent Investments” section. Requests
must include: account number, transaction amount (in dollars or shares), signatures of all owners exactly
as registered on the account, Medallion Signature Guarantees (if required), and any other required supporting
legal documentation. Once mailed to the Fund, your redemption request is irrevocable and cannot be modified
or canceled. By Telephone:
Call 800 223-1200 to redeem shares in amounts under $50,000. Once made, your telephone request cannot
be modified or canceled. All shareholders automatically receive the telephone redemption
option. If you do not want to be able to redeem by telephone, indicate this on your 26 Prospectus ■ TIAA-CREF
Emerging Markets Equity Index Fund
application
or call the Fund any time after opening your account. Telephone redemptions are not available for IRA
accounts. By Systematic Redemption Plan:
You can elect this feature only from accounts with balances of at least $5,000. The Fund will automatically
redeem shares in the Fund each month or quarter (on the 1st or 15th of the month or on the following
business day if those days are not business days) and provide you with a check or electronic transfer
to your bank. You must specify the dollar amount of the redemption. If you want to set up a
systematic redemption plan, contact the Fund and it will send the necessary forms to you. All owners
of an account must sign the systematic redemption plan request. Similarly, all owners must sign any request
to increase the amount or frequency of the systematic redemptions or a request for payments to be sent
to an address other than the address of record. A Medallion Signature Guarantee is required for this
address change. The Fund can terminate the systematic redemption plan option at
any time, although the Fund will notify you if this occurs. You can terminate the plan or reduce the
amount or frequency of the redemptions by writing or calling the Fund. Requests to establish, terminate,
or change the amount or frequency of redemptions will become effective within 5 days after the Fund receives
your instructions. Points To Remember When Redeeming: · The Fund cannot
accept redemption requests specifying a certain price or date; these requests will be deemed to be not
in “good order” (see below) and will be returned. · If you request
a redemption by telephone within 30 days of changing your address, or if you would like the proceeds
sent to someone else, you must send the Fund your request in writing with a Medallion Signature Guarantee
of all owners exactly as registered on the account. In-Kind
Redemptions of Shares Certain large redemptions of Fund shares may be detrimental to
the Fund’s other shareholders because such redemptions can adversely affect a portfolio manager’s
ability to implement its investment strategy by causing premature sale of portfolio securities that would
otherwise be held. Consequently, if, in any 90-day period, a shareholder redeems (sells) shares in an
amount that exceeds the lesser of (i) $250,000 or (ii) 1% of the 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. 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 TIAA-CREF Emerging Markets
Equity Index Fund ■ Prospectus 27
securities
will be responsible for disposing of the securities and bearing any associated costs. Exchanging
Shares – Retail Class Exchanges involving shares of the Fund held less than 60 days may
be subject to the Redemption Fee (see below). Investors holding Retail Class shares of the
Fund are accorded certain exchange privileges involving their Retail Class shares of the Fund. For purposes
of making an exchange involving Retail Class shares, an “exchange” means: • a sale (redemption) of Retail Class shares of the Fund and the
use of the proceeds to purchase Retail Class shares of another fund or series of the TIAA-CREF Funds.
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 into 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 funds
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 By Systematic
Exchange: You can elect this feature only if the balance of the Fund account from which you are
transferring shares is at least $5,000. The Fund automatically redeems Retail Class shares from the Fund
and purchases Retail Class shares in another fund or series of the TIAA-CREF Funds each month or quarter
(on the 1st or 15th of the month or on the following business 28 Prospectus ■ TIAA-CREF Emerging Markets Equity Index Fund
www.tiaa-cref.org. Once made, your transaction cannot be modified
or canceled.
day
if those days are not business days). You must specify the dollar amount and the funds involved in the
exchange. An exchange into a fund in which you already own shares must be for at least $50, and an exchange
into 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 Fund and it will send you the necessary forms. All owners of
an account must sign the systematic exchange request. Similarly, all account owners must sign any request
to increase the amount or frequency of systematic exchanges. You can terminate the plan or change the
amount or frequency of the exchanges by writing or calling the Fund. Requests to establish, terminate,
or change the amount or frequency of exchanges will become effective within 5 days after the Fund receives
your instructions. Points To Remember When Exchanging: · Make sure
you understand the investment objective, policies, strategies and risks disclosed in the prospectus of
the fund into which you exchange shares. The exchange option is not designed to allow you to time the
market. It gives you a convenient way to adjust the balance of your account so that it more closely matches
your overall investment objectives and risk tolerance level. · The Fund reserves
the right to reject any exchange request and to modify or terminate the exchange option at any time without
prior notice to shareholders. The Fund may do this, in particular, when your transaction activity is
deemed to be harmful to the Fund, including if it is considered to be market timing activity. · An exchange
is considered a sale of securities, and therefore is taxable. Eligibility – Retirement
Class Retirement Class shares of the Fund are (or may be made) available by or 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. • certain
custody accounts sponsored or administered by TIAA-CREF that are established by individuals as IRAs pursuant
to section 408 of the Code. TIAA-CREF Emerging Markets Equity Index Fund ■ Prospectus 29
• certain intermediaries
who have entered into a contract or arrangement with the Fund, or its investment adviser or distributor
that enables them to purchase shares on behalf of their clients. · Other accounts,
entities and categories of shareholders as may be approved by the Fund’s management from time to
time. Definition of Eligible Investor for Retirement Class 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 Fund are referred to as “Eligible Investors” in the rest of this “Retirement
Class” section of this Prospectus. Purchasing Shares – Retirement Class Purchasing 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 Fund 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 Fund 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 the Fund (see
“Allocating Retirement Contributions to the Fund” below). You may also direct the purchase
of Retirement Class shares of the Fund by reinvesting retirement plan proceeds that were previously invested
in another investment vehicle available under your employer’s plan. The Fund
imposes no minimum investment requirement for Retirement Class shares. The Fund also does not currently
restrict the frequency of investments made in the Fund by participant accounts, although the Fund reserves
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 Fund will only accept accounts with a U.S. address of record. The Fund 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 Fund. 30 Prospectus ■ TIAA-CREF
Emerging Markets Equity Index Fund
The Fund has the right to reject your custody application and to refuse to sell
additional Retirement Class shares of the Fund to any investor for any reason. The Fund treats all orders
to purchase Retirement Class shares as being received when they are received in “good order”
by the Fund’s transfer agent (or other authorized Fund agent) (see below). The Fund may suspend
or terminate the offering of Retirement Class shares of the Fund to your employer’s plan. Allocating Retirement Contributions to the Fund—For Participants
Purchasing Shares through a Plan or Account Administered by TIAA-CREF 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 Fund by completing an account
application or enrollment form (paper or online) and selecting the Fund and the amounts you wish to contribute
to the Fund. 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 Fund’s 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 Fund at: 800 914-8922; or · writing to
the Fund at: TIAA-CREF Funds, P.O. Box 1259, Charlotte, NC 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 Fund’s Telephone Counseling Center at 800
842-2888 or go to the TIAA-CREF Web Center at www.tiaa-cref.org. The Fund reserves the right to limit
the ability of IRA and Keogh accounts to purchase the Retirement Class of the Fund. Purchasing Shares—For Eligible Investors and Their Clients: Eligible
Investors may invest directly in the Fund. 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 Fund will only accept accounts with a U.S. address of record. The Fund
will not accept a P.O. Box as the address of record. There may be circumstances
when the Fund will not accept new investments in the Fund. The Fund reserves the right to suspend or
terminate the offering of its shares at any time without prior notice. The Fund also reserves the right
to reject any application or investment or any other specific purchase request. TIAA-CREF Emerging Markets
Equity Index Fund ■ Prospectus 31
The Fund does not impose minimum investment requirements. However, investors purchasing
Retirement Class shares through Eligible Investors (like financial intermediaries or employee benefit
plans) may purchase shares only in accordance with instructions and limitations pertaining to their account
at the intermediary or plan. These Eligible Investors may set different minimum investment requirements
for their customers’ investments in Retirement Class shares. Please contact your intermediary or
plan sponsor for more information. The Fund considers all purchase requests to
be received when they are received in “good order” by the Fund’s transfer agent (or other
authorized Fund agent) (see below). The Fund will not accept third-party checks. (The Fund considers
any check not made payable directly to TIAA-CREF Funds as a third-party check.) The Fund cannot accept
checks made out to you or other parties and signed over to the Fund. The Fund will not accept payment
in the following forms: travelers’ checks, money orders, credit card convenience checks, cashier’s
checks, cash or starter checks. The Fund will not accept corporate checks for investment into non-corporate
accounts. 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); and · The Fund in
which you want to invest and amount 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 Fund an application
again. Points to Remember for All Purchases by Eligible Investors: · Each
investment by an Eligible Investor in Retirement Class shares of the Fund must be for a specified dollar
amount. The Fund cannot accept purchase requests specifying a certain price, date, or number of shares;
such requests will be deemed to be not in “good order” (see below) and the Fund will return
these investments. 32 Prospectus ■ TIAA-CREF Emerging Markets Equity Index Fund
· If
you invest in the Retirement Class of the Fund 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 Fund). Contact the Eligible Investor to learn whether there are any other conditions, such as a minimum
investment requirement, on your transactions. · If the Fund does not receive good funds through wire
transfer, the Fund 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 the Fund or Advisors and you may
be subject to investment losses and tax consequences on such a redemption. If you are already a shareholder,
the Fund can redeem shares from any of your account(s) as reimbursement for all losses. The Fund also
reserves the right to restrict you from making future purchases in the Fund. · Federal law
requires the Fund to obtain, verify and record information that identifies each person who opens an account.
Until the Fund receives such information, the Fund may not be able to open an account or effect transactions
for you. Furthermore, if the Fund is unable to verify your identity, or that of another person authorized
to act on your behalf, or if it is believed potential criminal activity has been identified, the Fund
reserves the right to take such action as deemed appropriate, which may include closing your account. · Your
ability to purchase shares may be restricted due to limitations on exchanges, including limitations related
to the Fund’s Market Timing/Excessive Trading Policy (see below). · The Fund is
not responsible for any losses due to unauthorized or fraudulent instructions so long as the Fund follows
reasonable security procedures to verify your identity. It is your responsibility to review and verify
the accuracy of your confirmation statements immediately after you receive them. 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 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 policies and 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 Fund, and interested clients should contact their Eligible Investor (i.e., their intermediary
or plan sponsor). TIAA-CREF Emerging Markets Equity Index Fund ■ Prospectus 33
Redeeming Shares – Retirement Class Redeeming
Shares—For Participants Holding Shares through a Plan or Account Administered by TIAA-CREF: TIAA-CREF
participants may redeem (sell) their 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 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: · using the TIAA-CREF Web Center at www.tiaa-cref.org; · 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 Fund
at: 800 914-8922; or · write to the Fund at: TIAA-CREF Funds, P.O. Box 1259,
Charlotte, NC 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 Fund reinvests redemption proceeds (minus any applicable Redemption
Fee) in (1) Retirement Class shares of other funds or series of the TIAA-CREF 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 Fund’s 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 Fund 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 Fund will send the proceeds (minus any applicable Redemption Fee) by check to the address
of record, or by wire to the bank account, of record. If you want to send the redemption proceeds elsewhere,
you must instruct the Fund by letter and generally include a Medallion Signature Guarantee for each shareholder. The
Fund can postpone payment if: (a) the NYSE is closed for other than usual weekends or holidays, or trading
on the NYSE is restricted; (b) an emergency exists as defined by the SEC, or the SEC requires that trading
be restricted; or (c) the SEC permits a delay for the protection of investors. If you hold shares through
an Eligible Investor, like a plan or intermediary, please contact the Eligible Investor for redemption
requests. 34 Prospectus ■ TIAA-CREF Emerging Markets Equity Index Fund
Redeeming Shares—For Eligible Investors and Their Clients: Eligible Investors can redeem (sell) their Retirement Class
shares at any time. Certain redemptions of shares of the 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. The Fund will only accept redemption requests
that specify a dollar amount or number of shares to be redeemed. All other requests, including those
specifying a certain price or date, will not be deemed to be in “good order” (see below) and
will be returned. If you hold shares through an Eligible Investor, like a plan or
intermediary, please contact the Eligible Investor for redemption requests. Usually,
the Fund sends redemption proceeds (minus any applicable Redemption Fee) to the Eligible Investor on
the next business day after the Fund receives a redemption request in “good order” by the Fund’s
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 Fund
can postpone payment if: (a) the NYSE is closed for other than usual weekends or holidays, or trading
on the NYSE is restricted; (b) an emergency exists as defined by the SEC, or the SEC requires that trading
be restricted; or (c) the SEC permits a delay for the protection of investors. The Fund
generally sends redemption proceeds (minus any applicable Redemption Fee) to the Eligible Investor at
the address of record 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 Fund generally may 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 Fund can send the redemption proceeds 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 TIAA-CREF
Emerging Markets Equity Index Fund ■ Prospectus 35
90-day
period, an Eligible Investor redeems (sells) shares in an amount that exceeds the lesser of (i) $250,000
or (ii) 1% of the 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. Exchanging
Shares – Retirement Class Exchanging Shares—For
Participants Purchasing Shares through a Plan or Account Administered by TIAA-CREF: Exchanges
involving shares of the Fund held less than 60 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 the Fund for Retirement Class shares of another fund available under the plan
(including other funds or series of the TIAA-CREF Funds, if available). An “exchange” means:
· a
sale of Retirement Class shares of the Fund held in your participant or IRA account and the use of the
proceeds to purchase Retirement Class shares of another 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 the 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, the 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 Fund’s 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
Fund at: 800 914-8922; or 36 Prospectus ■ TIAA-CREF Emerging Markets Equity Index Fund
· writing
to the Fund at: TIAA-CREF Funds, P.O. Box 1259, Charlotte, NC 28201. The Fund
reserves the right to reject any exchange request and to modify, suspend or terminate the exchange privilege
for any shareholder or class of shareholders. This may be done, in particular, when your transaction
activity is deemed to be harmful to the Fund, including if it is considered to be market-timing activity. Make
sure you understand the investment objective, policies, strategies and risks disclosed in the prospectus
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. Exchanging
Shares—For Eligible Investors and Their Clients: Eligible Investors can exchange
Retirement Class shares in the Fund for Retirement Class shares of any other fund or Retirement Class
shares of any other fund or series of the TIAA-CREF Funds at any time, subject to the limitations described
in the Fund’s 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 Fund held less than 60 days may be subject to the Redemption Fee (see below). 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 may be a taxable event. The Fund reserves the right to reject any exchange
request and to modify, suspend or terminate the exchange privilege for any shareholder or class of shareholders.
This may be done, in particular, when your transaction activity is deemed to be harmful to the Fund,
including if it is considered to be market-timing activity. Shareholders who hold shares
through an Eligible Investor, like a plan or intermediary, should contact the Eligible Investor for exchange
requests. Once made, an exchange request cannot be modified or canceled. Make sure
you understand the investment objective, policies, strategies and risks disclosed in the prospectus 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. Premier
Class shares of the Fund are available for purchase by or through · certain intermediaries
or entities affiliated with TIAA-CREF including TIAA-CREF Emerging Markets Equity Index Fund ■ Prospectus 37
· registered
investment companies, · state-sponsored tuition savings plans or healthcare saving
accounts (“HSAs”), or · insurance company separate accounts advised by or affiliated
with Advisors; · other non-affiliated persons, entities or intermediaries
including · investment
companies, · state-sponsored tuition savings plans or prepaid plans
or insurance company separate accounts, · employer-sponsored employee benefit plans who have entered
into a contract or arrangement that enables them to purchase shares of the Fund, · 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) plans), 403(a), 403(b) and 457
plans. Shareholders investing through such a plan may have to pay additional expenses related to the
administration of such plans, · other affiliates of TIAA-CREF, or · Other accounts,
entities and categories of shareholders as may be approved by the Fund’s management from time to
time. The Fund’s management reserves the right to determine in its sole discretion
whether any person, intermediary, or entity is eligible to purchase Premier Class shares. Definition of Eligible Investor for Premier Class Collectively, all investors
in the Fund, except for investors through an employer–sponsored employee benefit plan sponsored
or administered by TIAA-CREF, are referred to as “Eligible Investors” in the rest of this “Premier
Class” section of this Prospectus. Account Minimums (Not Applicable
At the Participant Level) With respect
to the categories of investors listed below, the aggregate plan sizes related to these investors must
be at least $100 million: · 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) plans), 403(a), 403(b) and 457 plans, profit-sharing plans, defined benefit plans and non-qualified
deferred compensation plans where such accounts are established on a plan-level or omnibus basis; or · Other
affiliates of Advisors or other persons or entities that the Fund may approve from time to time. 38 Prospectus ■ TIAA-CREF
Emerging Markets Equity Index Fund
With respect to the categories of investors listed below, in addition to the $100
million minimum aggregate plan size noted above, an initial minimum investment of $5 million with respect
to the Fund is required: · Certain financial intermediaries that have entered into
an appropriate agreement with the Fund, 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 whose clients pay asset-based fees to such entities for investment advisory, management or other
services; · Trust
companies that are not sponsored by an affiliate of Advisors; · 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; · Any unaffiliated
individual retirement plan or group retirement plan, or those retirement plans not held in an omnibus
manner and for which the plan sponsor, trustee, other financial intermediary or other entity provides
services to investors who hold Fund shares through such entities, including, but not limited to, shareholder
servicing or sub-accounting services; or · Other persons or entities that the Fund may approve from
time to time. Please note that the $100 million aggregate plan size and the initial
minimum investment requirements noted above must be met at the time of initial investment or, as approved
by the Fund’s management, over a reasonable period of time. At its sole discretion, the Fund reserves
the right to convert any Premier Class shareholder’s shares to another class of shares of the same
Fund for which the shareholder is otherwise eligible if the plan size or initial minimum investment requirements
are not met in a reasonable period of time, or if the aggregate plan size falls below $100 million. Please
see the section entitled “Conversion of Shares” below for more information on such mandatory
conversions. Investors may be subject to additional expenses or eligibility
requirements imposed by the financial intermediary, plan, platform, program or other entity through which
they hold their shares. The Fund’s management reserves the right to waive or modify
eligibility requirements for the Premier Class at any time for any investor or financial intermediary.
TIAA-CREF
Emerging Markets Equity Index Fund ■ Prospectus 39
Purchasing Shares – Premier Class Purchasing
Shares—For Participants Purchasing Shares through a Plan or Account Sponsored or 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 Premier Class shares of the Fund 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 Premier Class shares of the Fund 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 the Fund (see “Allocating Retirement
Contributions to the Fund” below). You may also direct the purchase of Premier Class shares of the
Fund by reinvesting retirement plan proceeds that were previously invested in another investment vehicle
available under your employer’s plan. No
Minimum Investment Requirements are imposed at the Participant Level. The Fund
imposes no minimum investment requirements for Premier Class shares on the participant level (however,
see above for minimums on aggregate plan/account sizes). The Fund also does not currently restrict the
frequency of investments made in the Fund by participant accounts, although the Fund reserves 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 Fund
will only accept accounts with a U.S. address of record. The Fund 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 Fund. The Fund
has the right to reject your application and to refuse to sell additional Premier Class shares of the
Fund to any investor for any reason. The Fund treats all orders to purchase Premier Class shares as being
received when they are received in “good order” by the Fund’s transfer agent (or other
authorized Fund agent) (see below). The Fund may suspend or terminate the offering of Premier Class shares
of the Fund to your employer’s plan. 40 Prospectus ■ TIAA-CREF Emerging Markets Equity Index Fund
Allocating Retirement Contributions to the Fund—For Participants
Purchasing through a Plan or Account Sponsored or Administered If you
are just starting out and are initiating contributions to your employer’s plan, you may allocate
single or ongoing contribution amounts to Premier Class shares of the Fund by completing an account application
or enrollment form (paper or online) and selecting the Fund you wish to invest in and the amounts you
wish to contribute to the Fund. 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 Fund’s 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
Fund at: 800 914-8922; or · writing to the Fund at: TIAA-CREF Funds, P.O. Box 1259,
Charlotte, NC 28201. Purchasing Shares—For Eligible Investors
and Their Clients: Eligible Investors may invest directly in the Fund. 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 Fund will only accept
accounts with a U.S. address of record. The Fund will not accept a P.O. Box as the address of record. There
may be circumstances when the Fund will not accept new investments in the Fund. The Fund reserves the
right to suspend or terminate the offering of shares by the Fund at any time without prior notice. The
Fund also reserves the right to reject any application or investment or any other specific purchase request. See
above for certain minimum investment limits on purchases of the Fund by certain investors and certain
aggregate minimum plan/account sizes. Additionally, investors purchasing Premier 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 Premier Class shares. Please contact your intermediary or plan sponsor for more information. The
Fund considers all purchase requests to be received when they are received in “good order”
by the Fund’s transfer agent (or other authorized Fund agent) (see below). The Fund will not accept
third-party checks. (The Fund considers any check not made payable directly to TIAA-CREF Funds as a third- TIAA-CREF
Emerging Markets Equity Index Fund ■ Prospectus 41
by TIAA-CREF:
party
check.) The Fund cannot accept checks made out to you or other parties and signed over to the Fund. The
Fund will not accept payment in the following forms: travelers’ checks, money orders, credit card
convenience checks, cashier’s checks, cash or starter checks. The Fund will not accept corporate
checks for investment into non-corporate accounts. Opening
an account or purchasing shares by wire—Eligible Investors: 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 – Premier 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); and · The Fund in
which you want to invest and amount 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 Fund an application
again. Points to Remember for All Purchases by Eligible Investors: · Each
investment by an Eligible Investor in Premier Class shares of the Fund must be for a specified dollar
amount. The Fund cannot accept purchase requests specifying a certain price, date, or number of shares;
such requests will be deemed to be not in “good order” (see below) and the Fund will return
the money you sent. · If you invest in the Premier Class of the Fund 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 Fund). Contact the Eligible Investor to learn whether
there are any other conditions, such as a minimum investment requirement, on your transactions. · If
the Fund does not receive good funds through wire transfer, it 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 the Fund or Advisors and you may be subject to investment losses and tax consequences on
such a redemption. If you are already a shareholder, the Fund can redeem shares from any of your account(s)
as reimbursement for 42 Prospectus ■ TIAA-CREF Emerging Markets Equity Index Fund
all losses. The Fund also reserves the right to restrict you from making future purchases
in the Fund. · Federal law requires the Fund to obtain, verify and record
information that identifies each person who opens an account. Until the Fund receives such information,
the Fund may not be able to open an account or effect transactions for you. Furthermore, if the Fund
is unable to verify your identity, or that of another person authorized to act on your behalf, or if
it is believed potential criminal activity has been identified, the Fund reserves the right to take such
action as deemed appropriate, which may include closing your account. · Your ability
to purchase shares may be restricted due to limitations on exchanges, including limitations related to
the Fund’s Market Timing/Excessive Trading Policy (see below). · The Fund is
not responsible for any losses due to unauthorized or fraudulent instructions so long as the Fund follows
reasonable security procedures to verify your identity. It is your responsibility to review and verify
the accuracy of your confirmation statements immediately after you receive them. In-Kind Purchases of Shares by Eligible Investors Advisors, at its sole discretion,
may permit Eligible Investors or their clients to purchase Premier Class shares with investment securities
(instead of cash) if: (1) Advisors believes the securities are appropriate investments for the 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 policies and restrictions. If the Fund accepts the securities, the Eligible
Investor’s account will be credited with Premier 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 Fund, and interested clients should contact their Eligible Investor (i.e., their intermediary or
plan sponsor). Redeeming Shares – Premier Class Redeeming Shares—For Participants Holding Shares through a Plan or Account Administered
by TIAA-CREF: TIAA-CREF participants may redeem (sell) their Premier Class shares
at any time, subject to the terms of your employer’s plan and Eligible Investors can redeem (sell)
their Premier Class shares at any time. A redemption can be part of an exchange. Certain redemptions
of shares of the 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: · use
the TIAA-CREF Web Center at www.tiaa-cref.org; TIAA-CREF Emerging Markets Equity Index Fund ■ Prospectus 43
· 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 Fund
at: 800 914-8922; or · write to the Fund at: TIAA-CREF Funds, P.O. Box 1259,
Charlotte, NC 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 Fund reinvests redemption proceeds (minus any applicable Redemption
Fee) in (1) Premier Class shares of other funds or series of the TIAA-CREF 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 Fund’s transfer agent (or other authorized Fund agent) receives your request in “good
order” (see below), and your participant will be credited within seven days thereafter (minus any
applicable Redemption Fee). If a redemption is requested after a recent purchase of Premier Class shares
by check, the Fund 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
Fund will send the proceeds (minus any applicable Redemption Fee) by check to the address of record,
or by wire to the bank account of record. If you want to send the redemption proceeds elsewhere, you
must instruct the Fund by letter and generally include a Medallion Signature Guarantee for each shareholder. The
Fund can postpone payment if: (a) the NYSE is closed for other than usual weekends or holidays, or trading
on the NYSE is restricted; (b) an emergency exists as defined by the SEC, or the SEC requires that trading
be restricted; or (c) the SEC permits a delay for the protection of investors. Redeeming Shares—For Eligible Investors and Their Clients: Eligible
Investors can redeem (sell) their Premier Class shares at any time. Certain
redemptions of shares of the 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. 44 Prospectus ■ TIAA-CREF
Emerging Markets Equity Index Fund
The Fund will only accept redemption requests that specify a dollar amount or number
of shares to be redeemed. All other requests, including those specifying a certain price or date, will
not be deemed to be in “good order” (see below) and will be returned. If you
hold shares through an Eligible Investor, like a plan or intermediary, please contact the Eligible Investor
for redemption requests. Usually, the Fund sends redemption proceeds (minus any applicable
Redemption Fee) to the Eligible Investor on the next business day after the Fund receives a redemption
request in “good order” by the Fund’s 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 Fund can postpone payment if: (a) the NYSE is closed for other
than usual weekends or holidays, or trading on the NYSE is restricted; (b) an emergency exists as defined
by the SEC, or the SEC requires that trading be restricted; or (c) the SEC permits a delay for the protection
of investors. The Fund generally sends redemption proceeds (minus any applicable
Redemption Fee) to the Eligible Investor at the address of record 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 Fund generally may 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 Fund can send the redemption proceeds
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 the 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. TIAA-CREF
Emerging Markets Equity Index Fund ■ Prospectus 45
Exchanging Shares – Premier Class Exchanging
Shares—For Participants Holding Shares through a Plan or Account Administered by TIAA-CREF: Exchanges
involving shares of the Fund held less than 60 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
Premier Class shares of the Fund for Premier Class shares of another fund available under the plan (including
other funds or series of the TIAA-CREF Funds, if available). An “exchange” means: · a sale of
Premier Class shares of the Fund held in your participant account and the use of the proceeds to purchase
Premier Class shares of another Fund or other fund or series of the TIAA-CREF Funds 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 Premier Class shares of the Fund for
your participant or Annuity account; · a sale of Premier 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, the 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 Fund’s 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
Fund at: 800 914-8922; or · writing to the Fund at: TIAA-CREF Funds, P.O. Box 1259,
Charlotte, NC 28201. The Fund reserves the right to reject any exchange request and
to modify, suspend or terminate the exchange privilege for any shareholder or class of shareholders.
This may be done, in particular, when your transaction activity is deemed to be harmful to the Fund,
including if it is considered to be market-timing activity. Make sure you understand
the investment objective, policies, strategies and risks disclosed in the prospectus of the fund into
which you exchange shares. The exchange option is not designed to allow you to time the market. It gives
46 Prospectus ■ TIAA-CREF
Emerging Markets Equity Index Fund
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. Exchanging Shares—For
Eligible Investors and Their Clients: Eligible Investors can exchange Premier Class
shares in the Fund for Premier Class shares of any other Fund or Premier Class shares of any other fund
or series of the TIAA-CREF Funds at any time, subject to the limitations described in the Fund’s
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 Fund held less
than 60 days may be subject to the Redemption Fee (see below). If you hold shares through
an intermediary, plan sponsor or other Eligible Investor, contact the Eligible Investor for applicable
exchange requirements. Exchanges between accounts can be made only if the accounts are
registered in the same name(s), address and Social Security number(s) or taxpayer identification number.
An exchange is considered a sale of securities, and therefore, may be a taxable event. The Fund
reserves the right to reject any exchange request and to modify, suspend or terminate the exchange privilege
for any shareholder or class of shareholders. This may be done, in particular, when your transaction
activity is deemed to be harmful to the Fund, including if it is considered to be market-timing activity. Shareholders
who hold shares through an Eligible Investor like a plan or intermediary should contact the Eligible
Investor for exchange requests. Once made, an exchange request cannot be modified or canceled. Make
sure you understand the investment objective, policies, strategies and risks disclosed in the prospectus
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. Eligibility – Institutional
Class Institutional Class shares of the Fund are available for purchase by or through: • certain intermediaries
affiliated with TIAA-CREF, • or
other non-affiliated persons or intermediaries who have entered into a contract or arrangement that enables
them to purchase shares of the Fund, or other affiliates of TIAA-CREF, such as • state-sponsored tuition savings plans or prepaid plans, • insurance
company separate accounts, • employer-sponsored
employee benefit plans, or TIAA-CREF Emerging Markets Equity Index Fund ■ Prospectus 47
• 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, or • Other accounts,
entities and categories of shareholders as may be approved by the Fund’s management from time to
time. Definition of Eligible Investor Collectively,
investors that have contracted with the Trust or its affiliates to offer Institutional Class shares of
the Fund and entities that are affiliated with the Trust, Advisors or TPIS are referred to as “Eligible
Investors” in this “Institutional Class” section of this Prospectus. Under
certain circumstances, Institutional Class shares of the Fund may be offered directly to certain eligible
individuals or institutions (each, a “Direct Purchaser”). Account
Minimums—Certain Eligible Investors No minimum initial investment is required to
purchase Institutional Class shares of the Fund by or through the following categories of Eligible Investors: · Certain
financial intermediaries that have entered into an appropriate agreement with the Fund, 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 Fund 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 advised by or 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) 48 Prospectus ■ TIAA-CREF Emerging Markets Equity Index Fund
(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 Fund 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 Fund may approve from time to time. Account Minimums—Other
Investors With respect to the categories of investors listed below, a $10 million minimum
initial investment amount for purchases of Institutional Class shares of the Fund is applicable: · Individual
or institutional investors, including financial institutions, corporations, partnerships, foundations,
banks, trusts, endowments, government entities or other similar entities, that invest directly in the
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 Fund, Advisors and/or TPIS directly
or via their trading agent and which receive compensation from the Fund 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 Fund 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 Fund’s management, over a reasonable period of time.
At its sole discretion, the 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. TIAA-CREF
Emerging Markets Equity Index Fund ■ Prospectus 49
Investors who do not hold their Institutional Class shares directly with the Fund
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. Eligible Investors (like
financial intermediaries or employee benefit plans) may set different minimum investment requirements
for their customers’ investments in Institutional Class shares and investors purchasing Institutional
Class shares through Eligible Investors may purchase shares only in accordance with such requirements. The
Fund’s management reserves the right to waive or modify eligibility requirements for the Institutional
Class at any time for any investor or financial intermediary. Purchasing Shares – Institutional
Class Eligible Investors and Direct Purchasers may invest directly in the Institutional
Class shares of the Fund. 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 Fund will only accept accounts with a U.S. address of record. The Fund will not accept
a P.O. Box as the address of record. There may be circumstances when the Fund will
not accept new investments in the Fund. The Fund reserves the right to suspend or terminate the offering
of its shares at any time without prior notice. The Fund also reserves the right to reject any application
or investment or any other specific purchase request. As described above, the
Fund imposes minimum investment requirements for certain Eligible Investors and Direct Purchasers. However,
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 and investors purchasing Institutional Class shares through
Eligible Investors may purchase shares only in accordance with such requirements. Please contact your
intermediary or plan sponsor for more information. The Fund considers all purchase
requests to be received when they are received in “good order” by the Fund’s transfer
agent (or other authorized Fund agent) (see below). The Fund will not accept third-party checks. (The
Fund considers any check not made payable directly to TIAA-CREF Funds as a third-party check.) The Fund
cannot accept checks made out to you or other parties and signed over to the Fund. The Fund will not
accept payment in the following forms: travelers’ checks, money orders, credit card convenience
checks, cashier’s checks, cash or starter checks. The Fund will not accept corporate checks for
investment into non-corporate accounts. 50 Prospectus ■ TIAA-CREF Emerging Markets Equity Index Fund
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 Fund 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); and · The Fund in
which you want to invest and the amount 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, except that existing investors need not forward another account
application. 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
by mail, send a check to either of the addresses listed above with the registration of the account, Fund
account number, and the amount to be invested in the Fund. TIAA-CREF Emerging Markets Equity Index Fund ■ Prospectus 51
Points to Remember for All Purchases—All Investors: · Each
investment must be for a specified dollar amount. The Fund cannot accept purchase requests specifying
a certain price, date, or number of shares; such requests will be deemed to be not in “good order”
(see below) and the Fund will return these investments. · If you invest
in the Institutional Class of the Fund 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 Fund).
Contact the Eligible Investor to learn whether there are any other conditions, such as a minimum investment
requirement, on your transactions. In addition, Eligible Investors that are not themselves affiliated
with TIAA-CREF may be charged a fee by their intermediary or plan sponsor (in addition to the fees and
expenses deducted by the Fund). · If your purchase check does not clear or payment on it
is stopped, or if the Fund does not receive good funds through wire transfer or electronic funds transfer,
the Fund will treat this as a redemption of the shares purchased. You will be responsible for any resulting
loss incurred by the Fund or Advisors and you may be subject to investment losses and tax consequences
on such a redemption. If you are already a shareholder, the Fund can redeem shares from any of your account(s)
as reimbursement for all losses. The Fund also reserves the right to restrict you from making future
purchases in the Fund. 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 Fund to obtain, verify and record information that identifies each person who opens an account.
Until the Fund receives such information, the Fund may not be able to open an account or effect transactions
for you. Furthermore, if the Fund is unable to verify your identity, or that of another person authorized
to act on your behalf, or if it is believed potential criminal activity has been identified, the Fund
reserves 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 Fund’s Market Timing/Excessive Trading Policy (see below). · The Fund is
not responsible for any losses due to unauthorized or fraudulent instructions so long as the Fund follows
reasonable security procedures to verify your identity. It is your responsibility to review and verify
the accuracy of your confirmation statements immediately after you receive them. 52 Prospectus ■ TIAA-CREF
Emerging Markets Equity Index Fund
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 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 policies and 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 Fund or its intermediary or plan sponsor and Direct Purchasers interested
in making in-kind purchases should contact either their Relationship Manager or the Fund directly. Redeeming Shares – Institutional Class Eligible
Investors and Direct Purchasers can redeem (sell) their Institutional Class shares at any time. Certain
redemptions of shares of the Fund will be subject to the Redemption Fee (see the section entitled "Redemption
or Exchange Fee" below). Redeeming Shares—For Shares Held Through
an Eligible Investor 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.
Redeeming Shares—For Shares Held By Direct Purchasers 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. Direct Purchasers wishing to make redemption orders by telephone
should call their Relationship Manager. Points to Remember—For
All Redemptions The Fund 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. TIAA-CREF Emerging Markets
Equity Index Fund ■ Prospectus 53
Redemption Proceeds—All Investors Usually,
the Fund sends redemption proceeds (minus any applicable Redemption Fee) on the next business day after
the Fund receives a redemption request in “good order” by the Fund’s 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 Fund can postpone payment
if: (a) the NYSE is closed for other than usual weekends or holidays, or trading on the NYSE is restricted;
(b) an emergency exists as defined by the SEC, or the SEC requires that trading be restricted; or (c)
the SEC permits a delay for the protection of investors. The Fund generally sends
redemption proceeds (minus any applicable Redemption Fee) to the address of record or bank account of
record. If proceeds are to be sent to someone else, a different address or a different bank or if the
investor requests a redemption within 30 days of changing its address, the Fund generally will require
a letter of instruction from the 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 Fund can send
the redemption proceeds by check to the address of record; by electronic transfer to your bank (Direct
Purchasers 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 investor redeems (sells) shares in an amount that exceeds the lesser of (i) $250,000
or (ii) 1% of the 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 investor receiving the securities, will be
responsible for disposing of the securities and bearing any associated costs. Exchanging
Shares – Institutional Class Investors can exchange Institutional Class
shares in the Fund for Institutional Class shares of any other fund or Institutional Class shares of
any other fund or series of the TIAA-CREF Funds at any time, subject to the limitations described in
the Fund’s Market Timing/Excessive Trading Policy below. (An exchange is a simultaneous redemption
of shares in the fund and a 54 Prospectus ■ TIAA-CREF Emerging Markets Equity Index Fund
purchase of shares in another fund.) Exchanges involving
shares of the Fund held less than 60 days may be subject to the Redemption Fee (see below). Exchanging Shares—Eligible Investors If you
hold shares through an intermediary, plan sponsor or other Eligible Investor, contact the Eligible Investor
for applicable exchange requirements. Eligible Investors can make an exchange through a telephone request
by calling their Relationship Manager. Exchanging Shares—Direct
Purchasers 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 Fund and/or accounts you want to exchange between. Exchange Requirements—All Investors 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 may
be a taxable event. Any applicable minimum investment amounts on purchases also apply to exchanges. The
Fund reserves 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. Once
made, an exchange request cannot be modified or canceled. Make sure you understand
the investment objective, policies, strategies and risks disclosed in the prospectus of the fund into
which you exchange shares. The exchange option is not designed to allow you to time the market. It gives
you a convenient way to adjust the balance of your account so that it more closely matches your overall
investment objectives and risk tolerance level. CONVERSION OF SHARES – APPLICABLE TO ALL INVESTORS A share
conversion is a transaction where shares of one class of the Fund are exchanged for shares of another
class of the Fund. Share conversions can occur between each share class of the Fund. Generally, share
conversions occur where a shareholder becomes eligible for another share class of the 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. TIAA-CREF Emerging Markets Equity Index Fund ■ Prospectus 55
A request for a share conversion will not be processed until it is received in “good
order” (as defined below) by the Fund’s transfer agent (or other authorized Fund agent). Conversion
requests received in “good order” prior to the close of the NYSE (generally 4:00 p.m. Eastern
Time) on a day the NYSE is open will receive the NAV of the new class calculated that day. Please note
that because the NAVs of each class of the Fund will generally vary due to differences in expenses, you
will receive a different number of shares in the new class than you held in the old class, but the total
value of your holdings will remain the same. The Fund’s market timing policies will
not be applicable to share conversions. If you hold your shares through an Eligible Investor like an
intermediary or plan sponsor, please contact the Eligible Investor for more information on share conversions.
Please note that certain intermediaries or plan sponsors may not permit all types of share conversions.
The Fund reserves the right to terminate, suspend or modify the share conversion privilege for any shareholder
or group of shareholders. Voluntary Conversions If you
believe that you are eligible to convert your Fund shares to another class, you may place an order for
a share conversion by contacting your Relationship Manager. If you hold your shares through an Eligible
Investor like a plan or intermediary, please contact the Eligible Investor regarding conversions. Please
be sure to read the applicable sections of the prospectus for the new class in which you wish to convert
prior to such a conversion in order to learn more about its different features, performance and expenses.
Neither the Fund nor Advisors has any responsibility for reviewing accounts and/or contacting shareholders
to apprise them that they may qualify to request a voluntary conversion. Some Eligible Investors may
not allow investors who own Fund shares through them to make share conversions. Mandatory
Conversions The Fund reserves the right to automatically convert shareholders
from one class to another if they either no longer qualify as eligible for their existing class or if
they become eligible for another class. Such mandatory conversions may be as a result of a change in
value of an account due to market movements, exchanges or redemptions. The Fund will notify affected
shareholders in writing prior to any mandatory conversion. IMPORTANT TRANSACTION INFORMATION Good Order. Purchase, redemption and exchange requests
are not processed until received in good order by the Fund’s transfer agent (or other authorized
Fund agent). “Good order” means actual receipt of the order along with all information and
supporting legal documentation necessary to effect the transaction by the Fund’s transfer agent
(or other authorized Fund agent). This information and documentation generally includes the Fund account
number, 56 Prospectus ■ TIAA-CREF Emerging Markets Equity Index Fund
the
transaction amount (in dollars or shares), signatures of all account owners exactly as registered on
the account and any other information or supporting documentation as the Fund, its transfer agent or
other authorized Fund agent may require. With respect to purchase requests, “good order” also
generally includes receipt of sufficient funds by the Fund’s transfer agent (or other authorized
Fund agent) to effect the purchase. The Fund, its transfer agent or any other authorized Fund agent may,
in their sole discretion, determine whether any particular transaction request is in good order and reserve
the right to change or waive any good order requirement at any time. Financial
intermediaries or plan sponsors may have their own requirements for considering transaction requests
to be in “good order.” If you hold your shares through a financial intermediary or plan sponsor,
please contact them for their specific “good order” requirements. Share Price. If the Fund’s transfer agent (or
other authorized Fund agent) receives an order to purchase, redeem or exchange shares that is in good
order anytime before close of regular trading on the NYSE (usually 4:00 p.m. Eastern Time), the transaction
price will be the NAV per share for that day. If the Fund’s transfer agent (or other authorized
Fund agent) receives an order to purchase, redeem or exchange shares that is in good order anytime after
the NYSE closes, the transaction price will be the NAV per share calculated the next business day. If
you hold Institutional, Premier and Retirement Class 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. If you hold Retail Class 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. Minimum Account Size. · Retail Class. Due to the relatively high cost of maintaining smaller accounts,
the Fund reserves the right to redeem shares in any account if the value of that account drops below
$1,500. You will be allowed at least 60 days, after written notice, to make an additional investment
to bring your account value up to at least the specified minimum before the redemption is processed.
The Fund reserves the right to waive or reduce the minimum account size for the Fund account at any time.
Additionally, the Fund may increase, terminate or revise the terms of the minimum account size requirements
at any time without advance notice to shareholders. · Premier and Retirement Class. Except as noted above under “Eligibility
- Premier Class,” there is currently no minimum account size for Premier or Retirement Class shares. The Fund reserves the right, without prior notice, TIAA-CREF
Emerging Markets Equity Index Fund ■ Prospectus 57
to establish a minimum amount required to open, maintain or add to an account. · Institutional Class. While there is currently no minimum
account size for maintaining an Institutional Class account, the Fund reserves the right, without prior
notice, to establish a minimum amount required to maintain an account. Small Account Maintenance Fee—Retail Class. The
Fund charges an annual Small Account Maintenance Fee of $15.00 per Retail Class account (applicable to
both retirement and nonretirement accounts) 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). Investors
cannot pay this fee by any other means besides an automatic deduction of the fee from their account. 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 aggregated 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 IRAs 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. Taxpayer Identification Number. Regardless of whether
you hold your Fund shares directly or through a financial intermediary, 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. 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. In addition, if you hold Fund shares directly and do not furnish
your taxpayer identification number, then your account application will be rejected and returned. Changing
Your Address. · Retail
Class. To change the address on your
account, please call the Fund or send the Fund 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. · Premier
and Retirement Class. To change the address on an Eligible Investor account, please send the Fund
a written notification. 58 Prospectus ■ TIAA-CREF Emerging Markets Equity Index Fund
· Institutional Class. To change the address on an account,
please contact your Relationship Manager (for Direct Purchasers) or send the Fund a written notification. Medallion Signature Guarantee. For some transaction
requests (for example, when you are redeeming shares within 30 days of changing your address, bank or
bank account or adding certain new services to an existing account), the Fund may require a Medallion
Signature Guarantee of each owner of record of an account. This requirement is designed to protect you
and the Fund from fraud, and to comply with rules on stock transfers. A Medallion Signature Guarantee
is a written endorsement from an eligible guarantor institution that the signature(s) on the written
request is (are) valid. Certain commercial banks, trust companies, savings associations, credit unions
and members of U.S. 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 Medallion Signature Guarantee may be required, please contact the Fund
or your Relationship Manager (for Direct Purchasers). Transferring Shares. You can transfer ownership of your account to another
person or organization that also qualifies to own the class of shares or change the name on your account
by sending the Fund 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. Limitations.
Federal laws designed to counter terrorism and prevent money laundering might, in certain circumstances,
require the Fund to block an account owner’s ability to make certain transactions and thereby refuse
to accept a purchase order or any request for transfers or withdrawals, until instructions are received
from the appropriate regulator. The Fund may also be required to provide additional information about
you and your account to government regulators. Advice
About Your Account—Direct Purchasers Only. TPIS, a TIAA subsidiary, is considered the principal
underwriter for the Fund and Services, a TIAA subsidiary, has entered into an agreement with TPIS to
sell Fund shares. TPIS representatives are only authorized to recommend securities of TIAA or its affiliates.
Neither TPIS nor Services receives commissions for these recommendations. Customer Complaints. Customer complaints may be directed
to TIAA-CREF Funds, 730 Third Avenue, New York, NY 10017-3206, Mail Stop 730/06/41, Attention: Director,
Distribution Operations Services. Transfer
On Death—Retail Class. If you live in certain states and hold Retail Class shares, 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 TIAA-CREF Emerging Markets
Equity Index Fund ■ Prospectus 59
beneficiary(ies)
survives all shareholders. You maintain total control over your account during your lifetime. TIAA-CREF Web Center and Telephone Transactions.
The Fund is 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 Fund requires 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 Fund also tape records telephone instructions and provide written confirmations of such
instructions. The Fund accepts 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 Fund may suspend or terminate Internet or telephone transaction facilities at any
time, for any reason. If you do not want to be able to effect transactions over the telephone, call
the Fund for instructions. MARKET TIMING/EXCESSIVE TRADING POLICY— There are shareholders who may try to profit from making transactions
back and forth among the Fund and other funds in an effort to “time” the market. As money is
shifted in and out of the Fund, the Fund 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 Fund is not appropriate for such market timing and you should not invest in the Fund
if you want to engage in market timing activity. The Board of Trustees has adopted policies
and procedures to discourage this market timing activity. Under these policies and procedures, if, within
a 60-calendar day period, a shareholder redeems or exchanges any monies out of the Fund, subsequently
purchases or exchanges any monies back into the Fund and then redeems or exchanges any monies out of
the Fund, the shareholder will not be permitted to transfer back into the Fund through a purchase or
exchange for 90 calendar days. The Fund 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
the Fund and to discourage short-term trading of Fund shares. See the section entitled “Redemption
or Exchange Fee” for additional information on the Redemption Fee. These
market timing policies and procedures will not be applied to certain types of transactions like reinvestments
of dividends and capital gains 60 Prospectus ■ TIAA-CREF Emerging Markets Equity Index Fund
APPLICABLE
TO ALL INVESTORS
distributions,
systematic withdrawals, systematic purchases, automatic rebalancings, death and hardship withdrawals,
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 market timing policies and procedures will not apply
to certain tuition (529) programs, funds of funds, wrap programs, asset allocation programs and other
similar programs that are approved by the Fund’s management. The Fund’s management may also
waive the market timing policies and procedures when it is believed that such waiver is in the Fund’s
best interests, including but not limited to when it is determined that enforcement of these policies
and procedures is not necessary to protect the Fund from the effects of short-term trading. The Fund
also reserves the right to reject any purchase or exchange request, including when it is believed that
a request would be disruptive to the Fund’s efficient portfolio management. The Fund also may suspend
or terminate your ability to transact by telephone, fax or Internet for any reason, including the prevention
of market timing. A purchase or exchange request could be rejected or electronic trading privileges could
be suspended because of the timing or amount of the investment or because of a history of excessive trading
by the investor. Because the Fund has discretion in applying this policy, it is possible that similar
transaction activity could be handled differently because of the surrounding circumstances. The Fund’s
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 Fund’s NAV, thereby
minimizing any potential stale price arbitrage. The Fund seeks to apply its specifically defined
market timing policies and procedures uniformly to all shareholders, and not to make exceptions with
respect to these policies and procedures (beyond the exemptions noted above). The Fund makes reasonable
efforts to apply these policies and procedures to shareholders who own shares through omnibus accounts.
At times, the Fund may agree to defer to an intermediary’s market timing policy if the Fund’s
management believes that the intermediary’s policy provides comparable protection of Fund shareholders’
interests. The Fund has the right to modify its market timing policies and procedures at any time without
advance notice. These efforts may include requesting transaction data from intermediaries from time to
time to verify whether the Fund’s policies are being followed and/or to instruct intermediaries
to take action against shareholders who have violated the Fund’s market timing policies. The Fund
is not appropriate for market timing. You should not invest in the Fund if you want to engage in market
timing activity. Shareholders seeking to engage in market timing may deploy a variety
of strategies to avoid detection, and, despite efforts to discourage market timing, TIAA-CREF Emerging Markets
Equity Index Fund ■ Prospectus 61
there
is no guarantee that the Fund or its agents will be able to identify such shareholders or curtail their
trading practices. If you invest in the Fund through an intermediary, including through
a retirement or employee benefit plan, you may be subject to additional market timing or excessive trading
policies implemented by the intermediary or plan. Please contact your intermediary or plan sponsor for
more details. The Fund charges 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 the Fund, regardless of whether they purchase shares of the Fund 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 the Fund to defray the brokerage commissions, market impact and other costs
of liquidating a shareholder’s investment in the Fund and to discourage short-term trading of Fund
shares. In determining whether the Redemption Fee is applicable to a particular redemption,
the Fund will use the “first-in, first-out” (FIFO) method to determine the 60-day holding period,
such that shares with the longest holding period will be treated as being redeemed first, and shares
with the shortest holding period will be treated as being redeemed last. Under this method, the date
of redemption or exchange will be compared to the earliest purchase date of shares held in the Fund by
a shareholder. If this holding period is 60 calendar days or less, then the Redemption Fee will be charged,
except as provided below. The Fund will not apply the Redemption Fee to reinvestments of
dividends and capital gains distributions, systematic withdrawals, systematic purchases, automatic rebalancings,
death and hardship withdrawals, 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 the Fund 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
it is determined that imposition of the Redemption Fee is not necessary to 62 Prospectus ■ TIAA-CREF
Emerging Markets Equity Index Fund
protect
the Fund from the effects of short-term trading. In addition, the Fund reserves 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 Fund will notify you prior to the effective date of the change. If shares
of the Fund are held and subsequently redeemed through an omnibus account maintained by an intermediary,
then the intermediary that places the trade with the Fund 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 the Fund’s method of doing so. If you received this Prospectus electronically and would like a
paper copy, please contact the Fund and one will be sent to you. TIAA-CREF Emerging Markets
Equity Index Fund ■ Prospectus 63
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. Fixed-Income
or 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); non-interest bearing debt securities (i.e., zero coupon bonds)
and other non-equity securities that pay dividends. Foreign Investments: Foreign investments may include
securities of foreign issuers, securities or contracts traded or acquired in non-U.S. markets or on non-U.S.
exchanges, or securities or contracts payable or denominated in non-U.S. currencies. Obligations issued
by U.S. companies in non-U.S. currencies are not considered to be foreign investments. 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.
U.
S. Government Securities: Securities issued or guaranteed by the U.S. Government or its agencies
or instrumentalities. 64 Prospectus ■ TIAA-CREF Emerging Markets Equity Index Fund
Because the Fund is new, no financial highlights information is
currently available. TIAA-CREF Emerging Markets Equity Index Fund ■ Prospectus 65
FOR MORE INFORMATION ABOUT TIAA-CREF FUNDS Statement
of Additional Information (“SAI”). The Fund’s SAI contains more information about
certain aspects of the Fund. A current SAI has been filed with the SEC and is incorporated into this
Prospectus by reference. This means that the Fund’s SAI is legally a part of the Prospectus. Annual and Semiannual Reports. The Fund’s
annual and semiannual reports provide additional information about the Fund’s investments. In the
Fund’s annual report (once available), you will find a discussion of the market conditions and investment
strategies that significantly affected the Fund’s performance during the preceding fiscal year.
Requesting documents. You can request a copy
of the Fund’s SAI or these reports (once available) without charge, or contact the Fund for any
other purpose, in any of the following ways: By telephone: Call
877 518-9161 In writing: TIAA-CREF
Funds Over the Internet: www.tiaa-cref.org Information about the Trust (including the Fund’s 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, DC 20549. To lower costs and eliminate duplicate documents
sent to your home, the Fund may mail only one copy of the Fund’s 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 Fund toll-free or write to the Fund as follows: By
telephone: Call 877 518-9161 In
writing: TIAA-CREF Funds 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 Fund, 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 Fund will ask for
your name, address, date of birth, social security number and other information
that will allow the Fund to identify you, such as your home telephone number.
Until you provide the Fund with the information it needs, the Fund may not
be able to open an account or effect any transactions for you. 1940 Act File No. 811-9301 A12223
(8/10)
P.O. Box 1259
Charlotte, NC 28201
P.O. Box 1259
Charlotte, NC 28201
STATEMENT OF ADDITIONAL INFORMATION TIAA-CREF FUNDS FEBRUARY 1,
2010 (as amended August 7, 2010) Tickers by Class Retail Retirement Premier Institutional Growth & Income Fund TIIRX TRGIX TRPGX TIGRX International Equity Fund TIERX TRERX TREPX TIIEX Emerging Markets Equity Fund TEMRX TEMSX TEMPX TEMLX Large-Cap Growth Fund TIRTX TILRX TILPX TILGX Large-Cap Value Fund TCLCX TRLCX TRCPX TRLIX Mid-Cap Growth Fund TCMGX TRGMX TRGPX TRPWX Mid-Cap Value Fund TCMVX TRVRX TRVPX TIMVX Small-Cap Equity Fund TCSEX TRSEX TSRPX TISEX Large-Cap Growth Index Fund — TRIRX — TILIX Large-Cap Value Index Fund — TRCVX — TILVX Equity Index Fund TINRX TIQRX TCEPX TIEIX S&P 500 Index Fund — TRSPX — TISPX Small-Cap Blend Index Fund — TRBIX — TISBX International Equity Index Fund — TRIEX TRIPX TCIEX Emerging Markets Equity Index
Fund TEQKX TEQSX TEQPX TEQLX Enhanced International Equity
Index Fund — — — TFIIX Enhanced Large-Cap Growth Index
Fund — — — TLIIX Enhanced Large-Cap Value Index
Fund — — — TEVIX Social Choice Equity Fund TICRX TRSCX TRPSX TISCX Real Estate Securities Fund TCREX TRRSX TRRPX TIREX Managed Allocation Fund TIMRX TITRX — TIMIX Bond Fund TIORX TIDRX TIDPX TIBDX Bond Plus Fund TCBPX TCBRX TBPPX TIBFX Short-Term Bond Fund TCTRX TISRX TSTPX TISIX High-Yield Fund TIYRX TIHRX TIHPX TIHYX Tax-Exempt Bond Fund TIXRX — — TITIX Inflation-Linked Bond Fund TCILX TIKRX TIKPX TIILX Bond Index Fund TBILX TBIRX TBIPX TBIIX Money Market Fund TIRXX TIEXX TPPXX TCIXX This Statement of Additional Information (“SAI”) contains
additional information that you should consider before investing in any of
the above-listed series, investment portfolios or “Funds” of the TIAA-CREF
Funds (the “Trust”). The SAI is not a prospectus, but is incorporated by
reference into and made a part of the TIAA-CREF Funds’ prospectuses, dated
February 1, 2010 and August 31, 2010 (each, a “Prospectus”). The SAI should
be read carefully in conjunction with the Prospectuses. The Prospectuses may
be obtained, without charge, by writing the Funds at TIAA-CREF Funds, 730
Third Avenue, New York, NY 10017-3206 or by calling 877 518-9161. This SAI describes 29 Funds. Each Fund offers
Institutional Class shares. Certain of the Funds also offer other share
classes, such as Retail Class, Retirement Class and/or Premier Class shares. Capitalized terms used, but not defined, herein have the
same meaning as in the Prospectuses. The audited financial statements for the
Trust on behalf of the Funds covered by this SAI (except for Emerging Markets
Equity and Emerging Markets Equity Index Funds) for the fiscal year ended
September 30, 2009 are incorporated into this SAI by reference to the
TIAA-CREF Funds’ Annual Report to shareholders, and the unaudited financial
statements for the six months ended March 31, 2010 are incorporated by
reference into this SAI by reference to the TIAA-CREF Funds’ Semiannual
Report to shareholders. The Funds will furnish you, without charge, a copy of
the Annual Report and Semiannual Report on request. TABLE OF CONTENTS B-2 B-2 B-3 B-24 B-25 B-25 B-26 B-30 B-30 B-31 B-32 B-33 B-37 B-37 B-37 B-38 B-39 B-39 B-39 B-40 B-44 B-44 B-44 B-45 B-46 B-46 B-46 B-46 B-46 B-46 B-46 B-46 Investments for Which Market Quotations Are Readily
Available B-46 B-47 B-47 B-47 B-47 B-48 Investments for Which Market Quotations Are Not Readily
Available B-48 B-53 B-57 B-57 B-57 B-57 B-58 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 the twenty-nine 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, except for the Tax-Exempt Bond Fund,
the investment objective of each Fund as described in the Prospectus, and its
non-fundamental investment restrictions as described in “Investment Policies”
below, may be changed by the Board of Trustees of the Trust (the “Board of
Trustees” or the “Board”) at any time without shareholder approval. The Trust
is an open-end management investment company. Each
Fund is classified as “diversified” within the meaning of the 1940 Act. In
addition, each Fund intends to meet the diversification requirements of
Subchapter M of Chapter 1 of the Internal Revenue Code of 1986, as amended (the
“Code”). Unless
otherwise noted, each of the following investment policies and risk
considerations apply to each Fund. 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 33⅓% 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 33⅓% 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 the
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 B-2 Statement of Additional Information ■ TIAA-CREF Funds 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 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. With
the exception of percentage restrictions relating to borrowings, if a
percentage restriction is adhered to at the time of investment, a later
increase or decrease in percentage beyond the specified limit resulting from a
change in values of portfolio securities will not be considered a violation by
the Fund. 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 for such securities. Pending
more permanent investments or to use cash balances effectively, these Funds may
hold the same types of money market instruments as 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 may invest directly in debt
securities similar to those the Bond Fund may invest in. The Equity Funds may
also hold debt securities that they acquire because of mergers,
recapitalizations or otherwise. The
Equity Funds also may invest in options and futures, as well as newly developed
financial instruments, such as equity swaps and equity-linked fixed-income
securities, so long as these are consistent with their investment objectives
and regulatory requirements. These
investments and other Fund investment strategies are discussed in detail below. 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. Many of 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. Certain accounts or series of the College Retirement Equities Fund
(“CREF”), TIAA-CREF Life Funds and TIAA Separate Account VA-1, as well as
certain other series of the Trust, each of which is managed by Advisors or an
affiliate of Advisors, also participate in this credit facility. An annual
commitment fee for the credit facility is borne by the participating Funds.
Interest associated with any borrowing under the facility will be charged to
the borrowing Funds at rates that are based on a specified rate of interest. 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. Additional
Risks Resulting From Market Events and Government Intervention in Financial
Markets. Events in
the financial sector over the past few years have resulted, and may continue to
result, in an unusually high degree of volatility in the financial markets,
both domestic and foreign. These events have included, among others, the
placement by the U.S. Government TIAA-CREF Funds ■ Statement of Additional Information B-3 of the Federal National
Mortgage Association (“FNMA”) and the Federal Home Loan Mortgage Corporation
(“FHLMC”) under conservatorship, the bankruptcy of Lehman Brothers Holdings
Inc., the sale of Merrill Lynch to Bank of America, the U.S. Government’s
support of American International Group, Inc., the sale of Wachovia Corporation
to Wells Fargo & Company, credit and liquidity issues involving certain
money market mutual funds, and emergency measures by the U.S. Government and
foreign governments temporarily banning short-selling. Both domestic and
foreign equity markets have experienced increased volatility and turmoil, with
companies that have exposure to the real estate, mortgage and credit markets
particularly affected, and it is uncertain whether or for how long these
conditions will continue. In
addition to the unprecedented turbulence in financial markets, the reduced liquidity
in credit and fixed-income markets may adversely affect many issuers worldwide.
This reduced liquidity may result in less money being available to purchase raw
materials, goods and services from emerging markets, which may, in turn, bring
down the prices of these economic staples. It may also result in emerging
market issuers having more difficulty obtaining financing, which may, in turn,
cause a decline in their stock prices. These events and possible continuing
market turbulence may have an adverse effect on the Funds. For
example, various agencies and instrumentalities of the U.S. Government have
implemented or announced programs that support short-term debt instruments,
including commercial paper, in an attempt to sustain liquidity in the markets
for these securities. Among these programs are: the FDIC-administered Temporary
Liquidity Guarantee Program, which guarantees certain debt issued by
FDIC-insured institutions; the Federal Reserve Bank of New York-administered
Term Asset-Backed Securities Loan Facility (“TALF”), Commercial Paper Funding
Facility (“CPFF”), and Money Market Investor Funding Facility (“MMIFF”); and
the Asset Backed Commercial Paper Money Market Fund Liquidity Program (“AMLF”)
administered by the Federal Reserve Bank of Boston. The U.S. Treasury
Department also has announced or implemented various programs and initiatives
aimed at supporting and increasing liquidity in the credit markets, including
the Public-Private Investment Program for Legacy Assets, which, among other
things, is designed to combine federal funding with private investments to
purchase certain troubled real estate-related assets from financial
institutions. Legislators,
regulatory agencies, the U. S. Treasury Department, trade groups, and others
have proposed significant and sweeping changes to the U.S. financial regulatory
system. For example, under the Troubled Asset Relief Program (“TARP”), the U.
S. Government invested more than approximately $204 billion in financial
institutions during 2009 alone. Instability
in the financial markets has led the U.S. Government to take a number of
unprecedented actions designed to support certain financial institutions and
segments of the financial markets that have experienced extreme volatility, and
in some cases a lack of liquidity. Federal, state, and other governments, their
regulatory agencies, or self regulatory organizations may take actions that
affect the regulation of the instruments in which the Funds invest, or the
issuers of such instruments, in ways that are unforeseeable. Legislation or
regulation may also change the way in which the Funds themselves are regulated. Such legislation or
regulation could limit or preclude a Fund’s ability to achieve its investment
objective. Governments or their agencies may also acquire distressed assets
from financial institutions and acquire ownership interests in those
institutions. The implications of government ownership and disposition of these
assets are unclear, and such a program may have positive or negative effects on
the liquidity, valuation and performance of the Funds’ portfolio holdings. Illiquid
Investments. The
Board of Trustees of the Funds has delegated responsibility to Advisors for
determining the value and liquidity of investments held by each Fund. The Funds
may invest up to 15% (5% in the case of the Money Market Fund) of their net
assets (taken at current value) in investments that may not be readily
marketable. Investments may be illiquid because of the absence of a trading
market, making it difficult to value them or dispose of them promptly at an
acceptable price. Investment in illiquid securities poses risks of potential
delays in resale. Limitations, or delays in, resale may have an 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, the 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. 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 has delegated responsibility to Advisors for
determining the value and liquidity of restricted securities and other
investments held by each Fund. Preferred
Stock. The Funds
(other than the Money Market Fund) can invest in preferred stock consistent
with their investment objectives. Preferred stock pays dividends at a specified
rate and generally has preference over common stock in the payment of dividends
and the liquidation of the issuer’s assets but is junior to the debt securities
of the issuer in those same respects. Unlike interest payments on debt
securities, dividends on preferred stock are generally payable at the
discretion of the issuer’s board of directors, and shareholders may suffer a
loss of value if dividends are not paid. Preferred shareholders generally have
no legal recourse against the issuer if dividends are not paid. The market B-4 Statement of Additional Information ■ TIAA-CREF Funds prices of preferred stocks
are subject to changes in interest rates and are more sensitive to changes in
the issuer’s creditworthiness than are the prices of debt securities. Under
ordinary circumstances, preferred stock does not carry voting rights. Options
and Futures. Each of
the Funds (other than the Money Market Fund) 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
objective. Options.
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 objectives 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. A
Fund may close out a position acquired through selling a call option by buying
a call option on the same security with the same exercise price and expiration
date as the call option that it had previously sold on that security. Depending
on the premium for the call option purchased by 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. A
Fund may close out a position acquired through buying a put option by selling
an identical put option on the same security with the same exercise price and
expiration date as the put option that it had previously bought on the
security. Depending on the premium for the put option purchased by a 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. Futures.
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 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. By
purchasing a futures contract — assuming a “long” position — Advisors will
legally obligate a Fund to accept the future deliv- TIAA-CREF Funds ■ Statement of Additional Information B-5 ery 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, a Fund may instead make or take delivery of the underlying
securities or instruments whenever it appears economically advantageous to the
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 a Fund’s securities
portfolio 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 Fund will be affected to a lesser degree
by adverse overall market price movements, unrelated to the merits of specific
portfolio equity securities, than would otherwise be the case. Unlike
the purchase or sale of a security, no price is paid or received by a Fund 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 Advisors’
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 such
situations, if a Fund has insufficient cash, it may have to sell securities or instruments
to meet daily variation margin requirements. Such sales may be, but will not
necessarily be, at increased prices that reflect the rising market. The 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 B-6 Statement of Additional Information ■ TIAA-CREF Funds 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 a Fund’s 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 Organization (“NRSRO”) ratings represent the
opinions of those organizations as to the quality of securities that they rate.
Although these ratings, which are relative and subjective and are not absolute
standards of quality, are used by Advisors as one of many criteria for the
selection of portfolio securities on behalf of the Funds, Advisors also relies
upon its own analysis to evaluate potential investments. Subsequent
to its purchase by 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. However,
Advisors will consider the event in its determination of whether the Fund
should continue to hold the securities. To the extent that a NRSRO’s rating
changes as a result of a change in the NRSRO or its rating system, Advisors
will attempt to use comparable ratings as standards for 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 obligations rated BBB by S&P are regarded as
having only an adequate capacity to pay principal and interest. U.S.
Government Debt Securities. Some of 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 currently are, part of the Farm Credit System, including the National Bank
for Cooperatives, the Farm Credit Banks and the Banks for Cooperatives, Federal
Home Loan Banks, FHLMC, Federal Intermediate Credit Banks, Federal Land Banks,
FNMA, 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., TIAA-CREF Funds ■ Statement of Additional Information B-7 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. In
September 2008, FNMA and FHLMC were placed under the conservatorship of the
Federal Housing Finance Agency (“FHFA”). As the conservator, FHFA succeeded to
all rights, titles, powers and privileges, as well as assets, of FNMA and
FHLMC, although each of FNMA and FHLMC will likely continue to operate as going
concerns while in conservatorship. Although
the U.S. Treasury Department subsequently announced several additional steps to
enhance FNMA’s and FHLMC’s ability to meet their respective obligations,
certain of these additional steps — a liquidity backstop and the
mortgage-backed securities purchase program — expired in December 2009. In
addition, under the Federal Housing Finance Regulatory Reform Act of 2008 (the
“Reform Act”), FHFA has the power, as conservator or receiver, to repudiate any
contract entered into by FNMA or FHLMC prior to FHFA’s appointment under
certain conditions. Therefore, the uncertainty surrounding the guaranty obligations
of FNMA and FHLMC with respect to mortgage-backed securities, combined with the
broad power of the FHFA to potentially cancel these guaranty obligations, could
adversely impact the value of certain FNMA and FHLM-guaranteed mortgage-backed
securities held by the Funds. 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 (except for the Money Market Fund) 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 fair valued using procedures approved
by the Board of Trustees. This valuation is more difficult and judgment plays a
greater role in such valuation when there are 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
debt securities may be issued by corporations in the growth stage of their
development. They may also be issued in connection with a corporate
reorganization or as part of a corporate takeover. Companies that issue such
lower-rated securities are often highly leveraged and may not have available to
them more traditional methods of financing. Therefore, the risk associated with
acquiring the securities of such issuers is greater than is the case with
higher-rated securities. For example, during an economic downturn or a
sustained period of rising interest rates, highly leveraged issuers of
lower-rated securities may experience financial stress. During such periods,
such issuers may not have sufficient revenues to meet their interest payment
obligations. The issuer’s ability to service its debt obligations may also be
adversely affected by specific corporate developments, the issuer’s inability
to meet specific projected business forecasts or the unavailability of
additional financing. The risk of loss due to default by the issuer is
significantly greater for the holders of lower-rated securities because such
securities are generally unsecured and are often subordinated to other
creditors of the issuer. It
is possible that a major economic recession could adversely affect the market
for lower-rated securities. Any such recession might severely affect the market
for and the values of such securities, as well as the ability of the issuers of
such securities to repay principal and pay interest thereon. The
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 characteris- B-8 Statement of Additional Information ■ TIAA-CREF Funds tics pertinent to such new
issues. A Fund may from time to time participate on committees formed by
creditors to negotiate with the management of financially troubled issuers of
securities held by the Fund. Such participation may subject the Fund to
expenses such as legal fees and may make the Fund an “insider” of the issuer
for purposes of the federal securities laws, and therefore may restrict the
Fund’s ability to trade in or acquire additional positions in a particular
security when it might otherwise desire to do so. Participation by the Fund on
such committees also may expose the Fund to potential liabilities under the
federal bankruptcy laws or other laws governing the rights of creditors and
debtors. The Fund would participate on such committees only when Advisors
believes that such 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, the 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 the 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 on Treasuries (“CATS”) and Treasury Income
Growth Receipts (“TIGRs”), are not issued by the U.S. Treasury, and are therefore
not U.S. Government securities, although the underlying bond represented by
such receipt is a debt obligation of the U.S. Treasury. Other zero coupon
Treasury securities (e.g., those
purchased through the Federal Reserve’s Separate Trading of Registered Interest
and Principal of Securities Program (“STRIPs”) and Coupons Under Book Entry
Safekeeping (“CUBEs”)) are direct obligations of the U.S. Government. Floating
and Variable Rate Instruments. Variable and floating rate securities provide for a periodic adjustment
in the interest rate paid on the obligations. The terms of such obligations
provide that interest rates are adjusted periodically based upon an interest
rate adjustment index as provided in the respective obligations. The adjustment
intervals may be regular, and range from daily up to annually, or may be event
based, such as based on a change in the prime rate. The interest rate on a
floater is a variable rate which is tied to another interest rate, such as a
money-market index or U.S. Treasury bill rate. The interest rate on a floater
resets periodically, typically every 1-3 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 secu- TIAA-CREF Funds ■ Statement of Additional Information B-9 rities 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 supra-national entities are “stockholders” that
typically make capital contributions and may be committed to make additional
capital contributions if the entity is unable to repay its borrowings. A
supra-national entity’s lending activities may be limited to a percentage of
its total capital, reserves and net income. There can be no assurance that the
constituent foreign governments will continue to be able or willing to honor
their capitalization commitments for those entities. A
Fund may invest in U.S. dollar-denominated “Brady Bonds.” These foreign debt
obligations may be fixed-rate par bonds or floating-rate discount bonds. They
are generally collateralized in full as to repayment of principal at maturity
by U.S. Treasury zero coupon obligations that have the same maturity as the
Brady Bonds. Brady Bonds can be viewed as having three or four valuation
components: (i) the collateralized repayment of principal at final maturity;
(ii) the collateralized interest payments; (iii) the uncollateralized interest
payments; and (iv) any uncollateralized repayment of principal at maturity.
Those 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 (Including Exchange-Traded Notes, Equity-Linked Notes and
Inflation-Indexed Bonds). Some of the Funds may invest in structured or indexed securities. The
value of the principal of and/or interest on such securities is based on a
reference such as a specific currency, interest rate, commodity, index or other
financial indicator (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. Structured and indexed securities are generally subject to the same
risks as other fixed-income securities in addition to the special risks
associated with linking the payment of principal and/or interest payments (or
other payable amounts) to the performance of a Reference. 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 B-10 Statement of Additional Information ■ TIAA-CREF Funds 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. 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 secu- rities 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, especially in the current financial environment. In addition,
recent developments in the fixed-income and credit markets may have an adverse
impact on the liquidity of mortgage-related securities. 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 TIAA-CREF Funds ■ Statement of Additional Information B-11 investor is
partially guarded against a sooner than desired return of principal because of
the sequential payments. In
a typical CMO transaction, a corporation (“issuer”) issues multiple series (e.g., A, B, C, Z) of CMO bonds (“Bonds”).
Proceeds of the Bond offering are used to purchase mortgages or mortgage
pass-through certificates (“Collateral”). The Collateral is pledged to a third
party trustee as security for the Bonds. Principal
and interest payments from the Collateral are used to pay principal on the
Bonds in the order A, B, C, Z. The Series A, B, and C Bonds all bear current
interest. Interest on the Series Z Bond is accrued and added to principal and a
like amount is paid as principal on the Series A, B, or C Bond currently being
paid off. When the Series A, B, and C Bonds are paid in full, interest and
principal on the Series Z Bond begin to be paid currently. With some CMOs, the
issuer serves as a conduit to allow loan originators (primarily builders or
savings and loan associations) to borrow against their loan portfolios. The
average maturity of pass-through pools of mortgage-related securities in which
some of the 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. broad rate
payer base. The performance of these securities would depend primarily upon a
continuance of sufficient rate base to repay the notes in the specified
timeframe and a stable regulatory environment. Mortgage
Dollar Rolls. Some of 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, each Fund
may lend its securities to brokers and dealers that are not affiliated with
Teachers Insurance and Annuity Association of America (“TIAA”), are registered
with the SEC and are members of the Financial Industry Regulatory Authority
(“FINRA”), and also to certain other financial institutions. All loans will be
fully collateralized. In connection with the lending of its securities, 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 outstanding loaned securities, or
such lesser percentage as may be permitted by the SEC (including a decline in
the value of) (not to fall below 100% of the market value of the loaned
securities), as reviewed daily. Cash collateral received by a Fund will
generally be invested in high-quality short-term instruments, or in one or more
funds maintained by the securities lending agent for the purpose of investing
cash collateral. During the term of the loan, a Fund will continue to have
investment risks with respect to the securities being loaned, as well as risk B-12 Statement of Additional Information ■ TIAA-CREF Funds with respect
to the investment of the cash collateral, and a Fund may lose money as a result
of the investment of such collateral. In addition, a Fund could suffer loss if
the loan terminates and the Fund is forced to liquidate investments at a loss
in order to return the cash collateral to the buyer. 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 Advisors 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, the
Fund entering into the agreement retains the security subject to the repurchase
agreement as collateral securing the seller’s repurchase obligation,
continually monitors the market value of the security subject to the agreement,
and requires the Fund’s seller to deposit with the Fund additional collateral
equal to any amount by which the market value of the security subject to the
repurchase agreement falls below the resale amount provided under the
repurchase agreement. Each Fund will enter into repurchase agreements only with
member banks of the Federal Reserve System, or with primary dealers in U.S.
Government securities or their wholly-owned subsidiaries whose creditworthiness
has been reviewed and found satisfactory by Advisors and who have, therefore,
been determined to present minimal credit risk. Securities
underlying repurchase agreements will be limited to certificates of deposit,
commercial paper, bankers’ acceptances, or obligations issued or guaranteed by
the U.S. Government or its agencies or instrumentalities, in which the Fund
entering into the agreement may otherwise invest. If
a seller of a repurchase agreement defaults and does not repurchase the
security subject to the agreement, the Fund entering into the agreement would
look to the collateral underly- ing the
seller’s repurchase agreement, including the securities subject to 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. Each Fund (other than the Money Market
Fund) may, to the extent permitted by the SEC, enter into privately negotiated
“swap” transactions with other financial institutions in order to take
advantage of investment opportunities generally not available in public
markets. In general, these transactions involve “swapping” a return based on
certain securities, instruments, or financial indices with another party, such
as a commercial bank, in exchange for a return based on different securities,
instruments, or financial indices. By
entering into a swap transaction, a Fund may be able to protect the value of a
portion of its portfolio against declines in market value. Each Fund may also
enter into swap transactions to facilitate implementation of allocation
strategies between different market segments or countries or to take advantage
of market opportunities that may arise from time to time. 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 they
enter 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. In times of general market turmoil, the credit-worthiness of even
large, well-established counterparties may decline rapidly. 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 Funds 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 TIAA-CREF Funds ■ Statement of Additional Information B-13 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 a 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, a Fund could incur losses because it would
face many of the same types of risks as owning the underlying equity security
directly. For example, a 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 Fund would have to pay the difference in value of the
contract to the seller of the CFD. As with other types of swap transactions,
CFDs also carry counterparty risk, i.e.,
the risk that the counterparty to the CFD transaction may be unable or
unwilling to make payments or to otherwise honor its financial obligations
under the terms of the contract. If the counterparty were to do so, the value
of the contract, and of the 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. Certain
Funds may also invest in credit default swaps (“CDS”). CDS are contracts in
which the buyer makes a payment or series of payments to the seller in exchange
for a payment if the reference security or asset (e.g., a bond) undergoes a “credit event” (e.g., a default). CDS shares many risks
common to other types of swaps and derivatives, including credit risk,
counterparty risk and market risk. 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 a Fund incurs an
obligation to make payments in the future, the Fund involved may be required to
segregate assets with its custodian bank or within its portfolio in amounts
sufficient to settle the transaction. To the extent required, such segregated
assets can consist of liquid assets, including equity or other securities, or
other instruments such as cash, U.S. Government securities or other obligations
as may be permitted by law. Investment
Companies. Subject to certain exceptions and
limitations, each Fund other than the Managed Allocation Fund may 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. The Managed Allocation Fund can invest
all of its assets in the securities of other investment companies. These
restrictions 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. Exchange-Traded
Notes (“ETNs”) and Equity-Linked Notes (“ELNs”). A
Fund may purchase shares of ETNs or ELNs. ETNs and ELNs are fixed-income
securities with principal and/or B-14 Statement of Additional Information ■ TIAA-CREF Funds interest
payments (or other payments) linked to the performance of referenced
currencies, interest rates, commodities, indices or other financial indicators
(each, a “Reference”), or linked to the performance of a specified investment
strategy (such as an options or currency trading program). ETNs are traded on
an exchange, while ELNs are not. Often, ETNs and ELNs are structured as
uncollateralized medium-term notes. Typically, a Fund would purchase ETNs or
ELNs to obtain exposure to all or a portion of the financial markets or
specific investment strategies. Because ETNs and ELNs are structured as
fixed-income securities, they are generally subject to the risks of
fixed-income securities, including (among other risks) the risk of default by
the issuer of the ETN or ELN. The price of an ETN or ELN can fluctuate within
a wide range, and a Fund could lose money investing in an ETN or ELN if the
value of the Reference or the performance of the specified investment strategy
goes down. In addition, ETNs and ELNs are subject to the following risks that
do not apply to most fixed-income securities: (1) the market price of the ETNs
or ELNs may trade at a discount to the market price of the Reference or the
performance of the specified investment strategy; (2) an active trading market
for ETNs or ELNs may not develop or be maintained; or (3) trading of ETNs may
be halted if the listing exchange’s officials deem such action appropriate, the
ETNs are de-listed from the exchange or the activation of market-wide “circuit
breakers” (which are tied to large decreases in stock prices) halts stock
trading generally. When
a Fund invests in an ETN or ELN, it will bear certain investor expenses charged
by these products. While ETNs and ELNs 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 the general risks of fixed-income securities, including risk of default by
their issuers. Borrowing.
Each Fund may generate cash by borrowing money from
banks (no more than 33% 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 (other than the Money Market Fund) 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
interbank market. By
entering into a forward contract for the purchase or sale of foreign currency
involved in an underlying security transaction, 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 (other than the Money Market Fund) 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 (other than the Money Market Fund) 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 correctly forecast with absolute precision the
market value of portfolio securities at the expiration of a foreign currency
forward contract. Accordingly, a Fund may be required to buy or TIAA-CREF Funds ■ Statement of Additional Information B-15 sell
additional currency on the spot market (and bear the expense of such
transaction) if Advisors’ 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 a Fund in a
less advantageous position than if such a hedge had not been established.
Because foreign currency forward contracts are privately negotiated
transactions, there can be no assurance that the Funds will have flexibility to
roll-over the foreign currency forward contract upon its expiration if they
desire 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% 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 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. 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 Prospectuses, certain of the Funds (but especially
the International Equity Fund, Emerging Markets Equity Fund, International
Equity Index Fund, Emerging Markets 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. B-16 Statement of Additional Information ■ TIAA-CREF Funds 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 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 a
security that is principally traded on a securities exchange of an emerging
market or that is issued by an issuer that is located or has primary operations
in an emerging market. Note that the Emerging Markets Equity Fund and Emerging
Markets Equity Index Fund primarily invest in emerging market securities, but
other Funds may invest in emerging market securities as well. 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 TIAA-CREF Funds ■ Statement of Additional Information B-17 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; (xi) possible losses through the
holding of securities in domestic and foreign custodial banks and depositories;
(xii) heightened opportunities for governmental corruption; (xiii) large
amounts of foreign debt to finance basic governmental duties that could lead to
restructuring or default; and (xiv) heavy reliance on exports that may be
severely affected by global economic downturns. 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 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 regu- lation,
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. B-18 Statement of Additional Information ■ TIAA-CREF Funds 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 Russia. Along with the general risks of investing
in emerging markets, investing in the Russian market is subject to significant
risks due to the underdeveloped state of Russia’s banking system and its
settlement, clearing and securities registration processes. In addition, there
is a heightened risk of political corruption and weak and variable government
oversight. Due to these risks, Advisors has determined not to purchase Russian
securities directly through the Russian market. Instead, a Fund’s exposure to
Russian securities will be obtained through investments in depositary receipts
(see section on these below for more detail). Investment
in Latin America. The political history of certain
Latin American countries has been characterized by political, economic and
social instability, intervention by the military in civilian and economic
spheres, and political corruption. For investors, this has meant additional
risk caused by periods of regional conflict, political corruption,
totalitarianism, protectionist measures, nationalizations, hyperinflation, debt
crises, sudden and large currency devaluation, and military intervention.
However, there have been changes in this regard, particularly in the past
decade. Democracy is beginning to become well established in some countries. A
move to a more mature and accountable political environment is well under way.
Domestic economies have been deregulated, privatization of state-owned
companies has progressed, and foreign trade restrictions have been relaxed.
Nonetheless, to the extent that events such as those listed above that increase
the risk of investment in this region continue in the future, they could reverse
favorable trends toward market and economic reform, privatization, and removal
of trade barriers, and result in significant disruption in securities markets. Most
Latin American countries have experienced, at one time or another, severe and
persistent levels of inflation, including in some cases, hyperinflation. This
has, in turn, led to high interest rates, extreme measures by governments to
keep inflation in check, and a generally debilitating effect on economic
growth. Although inflation in many countries has lessened, there is no
guarantee it will remain at lower levels. Certain
Latin American countries may experience sudden and large adjustments in their
currency which, in turn, can have a disruptive and negative effect on foreign
investors. Certain Latin American countries may impose restrictions on the free
conversion of their currency into foreign currencies, including the U.S.
dollar. There is no significant foreign exchange market for many currencies and
it would, as a result, be difficult for the 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 TIAA-CREF Funds ■ Statement of Additional Information B-19 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
Japanese 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 can invest in American,
European and Global Depositary Receipts (“ADRs,” “EDRs” and “GDRs,”
respectively). They are alternatives to the purchase of the underlying
securities in their national markets and
currencies. Although their prices are quoted in U.S. dollars, they do not
eliminate all the risks of foreign investing. ADRs
represent the right to receive securities of foreign issuers deposited in a
domestic bank or a foreign correspondent bank. To the extent that 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
dis- B-20 Statement of Additional Information ■ TIAA-CREF Funds tributions 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 similarly 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
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 con- tract issued
by the state and local governmental authorities to 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 are considered, among 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. TIAA-CREF Funds ■ Statement of Additional Information B-21 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 Bond Fund 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 port- B-22 Statement of Additional Information ■ TIAA-CREF Funds folio’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 Real Estate
Securities Fund, concentrates 25% or more of its total assets in any one
industry. Portfolio
Turnover. Generally, 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 Fund’s 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 Fund and ultimately by the Fund’s 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, 2009, the portfolio turnover of some of the Funds
significantly changed from portfolio turnover rates in 2008 as a result of a
variety of factors. The
Large-Cap Growth Fund portfolio turnover rate increased to 269% for 2009 as
compared with 192% for the same period in 2008. The increase in portfolio
turnover reflects of a degree of portfolio repositioning intended to result in
a larger proportion of holdings in stocks with higher perceived growth
potential in order to enable the fund to benefit from improving economic and
financial market conditions. The
Mid-Cap Value Fund portfolio turnover rate, which remained at a low level in
relation to industry peer group funds, increased to 57% for 2009 as compared
with 41% for the same period in 2008. This increase in portfolio turnover
represented a return to more normalized market environment and trading
conditions during 2009. Conditions of heightened market volatility and reduced
liquidity in the prior year resulted in lower portfolio turnover due to the
portfolio management team’s efforts to limit frictional costs of trading during
that period. The
Mid-Cap Growth Fund portfolio turnover rate decreased to 80% for 2009 as
compared with 111% for the same period in 2008. The decrease in portfolio
turnover reflects the portfolio management team’s view that portfolio positions
initiated in earlier periods in many cases continued to represent attractive
values and required less frequent trading in order to benefit from changes in financial
market conditions that occurred during 2009. The
International Equity Fund portfolio turnover rate decreased to 118% for 2009 as
compared with 204% for the same period in 2008. The decrease in portfolio
turnover reflects a return to more normalized market conditions during 2009. Turnover
during the previous year was increased by a degree of repositioning within
market sectors and also reflected increased shareholder purchase and redemption
activity. The
S&P 500 Index Fund portfolio turnover rate decreased to 5% for 2009 as
compared with 14% for the same period in 2008, and the International Equity
Index Fund portfolio turnover rate decreased to 31% for 2009 as compared with
45% for the same period in 2008. The decreases in portfolio turnover were
attributable to lower rebalancing activity associated with the Funds’
benchmarks (the S&P 500 Index is the benchmark for the S&P 500 Index
Fund and the MSCI EAFE Index is the benchmark for the International Equity Index
Fund), in addition to less frequent use of ETFs as a means of investing excess
cash balances. The
Managed Allocation Fund portfolio turnover rate increased to 48% for 2009 as
compared with 26% for the same period in 2008. This increase in portfolio turnover
was due in part to higher redemption activity and due in part to continued
volatile market conditions, which resulted in more frequent rebalancing among
underlying funds held in the portfolio. Specifically,
for the Bond Fund and Bond Plus Fund, the increase in turnover was also partly
attributable to purchases of newly-issued corporate bonds and was also partly
attributable to an increase in the level of mortgage dollar roll (“MDR”)
positions. MDRs are bought and sold every month, which contributes to higher
turnover rates. The increase in the portfolio turnover rate of the High Yield
Bond Fund was also partly attributable to increased purchases of newly-issued
high yield bonds. Finally,
the Tax-Exempt Bond Fund portfolio turnover rate decreased to 28% for 2009 as
compared with 50% for the same period in 2008. The decrease in portfolio
turnover reflects the portfolio manager’s view that is was advantageous during
much of the year to hold certain bonds until better value was reflected in
municipal bond markets. Note
that descriptions of the other Funds’ portfolio turnover rates are not included
because either their portfolio turnover rates did not change significantly from
2008 to 2009 or they were not operational during these periods. 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 TIAA-CREF Funds ■ Statement of Additional Information B-23 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 has adopted policies and procedures reasonably designed to prevent
selective disclosure of each Fund’s portfolio holdings to third parties, other
than disclosures of Fund portfolio holdings that are consistent with the best
interests of Fund shareholders. Fund holdings disclosure refers to sharing of
positional information at the security or investment level either in dollars,
shares, or as a percentage of the Fund’s market value. As a general rule,
except as described below, the Funds and Advisors will not disclose the Funds’
portfolio holdings to third parties, except as of the end of a calendar month,
and no earlier than 30 days after the end of the calendar month. The Fund may
disclose its portfolio holdings to all third parties who request it after that
period. The
Trust and Advisors may disclose the Funds’ portfolio holdings to third parties
outside the time restrictions described above as follows: • The ten
largest holdings of any Fund and all holdings of any fund of funds (like
Managed Allocation Fund) may be disclosed to third parties ten days after the
end of the calendar month. • Fund
holdings in any particular security can be made available to stock exchanges,
regulators or issuers, in each case subject to approval of Advisors’ Chief
Compliance Officer or an attorney employed by Advisors holding the title of
Vice President and Associate General Counsel or above. • Fund
portfolio holdings can be made available to rating and ranking organizations
(e.g., Morningstar) subject to
a written confidentiality agreement between the recipient and Advisors that
includes provisions restricting trading on the information provided. • 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 holdings information to that third party is: • approved by
an individual holding the title of Funds Treasurer, Chief Investment Officer,
Executive Vice President or above; • approved by
an individual holding the title of Vice President and Associate General
Counsel or above; and • subject to a
written confidentiality agreement under which the third party agrees not to
trade on the information provided. • As may be
required by law or by the rules or regulations of the SEC or by the laws or
regulations of a foreign jurisdiction in which the Funds invest. On
an annual basis, the Boards of the respective Funds and of Advisors will
receive a report on compliance with these portfolio holdings disclosure
procedures, as well as a current copy of the procedures for the Boards’ review
and approval and will identify any potential conflicts between Advisors’
interests and those of Fund shareholders in connection with these disclosures. Currently,
the Funds have ongoing arrangements to disclose, in accordance with the time
restrictions and other provisions of the Funds’ portfolio holdings disclosure
policy, the portfolio holdings of the Funds to the following recipients:
Lipper, a Reuters company; Morningstar, Inc.; Mellon Analytical Solutions;
S&P; The Thomson Corporation; Adviser Consultant Network; Command Financial
Press; and Bloomberg L.P. The Funds’ portfolio holdings are also disclosed on
TIAA-CREF’s corporate website at www.tiaa-cref.org. Each of these entities
receives portfolio holdings information on a monthly 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 Trust 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 Fund’s portfolio
management and trading strategies. These disclosures are done in accordance
with the Funds’ portfolio holdings disclosure policy and are covered by
confidentiality agreements. Disclosures of portfolio holdings information will
be made to the Funds’ independent registered public accounting firm in
connection with the preparation of public filings. Disclosure of portfolio
holdings information, including current portfolio holdings information, may be
made to counsel to the Funds or counsel to the Funds’ independent trustees in
connection with periodic meetings of the Board of Trustees and otherwise from
time to time in connection with the Funds’ operations. Also, State Street Bank
and Trust Company, as the Funds’ custodian and fund accounting agent, receives
a variety of confidential information (including portfolio holdings) in order
to process, account for and safe keep the Funds’ assets. The
entities to which the Funds voluntarily disclose portfolio holdings information
are required, either by explicit agreement or by virtue of their respective
duties to the Funds, to maintain the confidentiality of the information
disclosed. There can be no assurance that the Funds’ policies and procedures
regarding selective disclosure of the Funds’ holdings will protect the Funds
from potential misuse of that information by individuals or entities to which
it is disclosed. The
Funds send summaries of their portfolio holdings to shareholders semiannually
as part of the Funds’ annual and semiannual 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, N.Y. 10164. B-24 Statement of Additional Information ■ TIAA-CREF Funds The
Trust is governed by its Board, which oversees the Trust’s business and
affairs. The Board delegates the day-to-day management of the Funds to Advisors
and the officers of the Trust (see below). Board Leadership
Structure and Related Matters The
Board is comprised of ten trustees, all of whom are independent or
disinterested, which means that they are not “interested persons” of the Funds
as defined in Section 2(a)(19) of the 1940 Act (independent trustees). One of
the independent trustees, Maceo K. Sloan, serves as the Chairman of the Board.
The Chairman’s responsibilities include: coordinating with management in the
preparation of the agenda for each meeting of the Board; presiding at all
meetings of the Board; and serving as a liaison with other Trustees, the
Trust’s officers and other management personnel, and counsel to the Independent
Trustees. The Chairman performs such other duties as the Board may from time to
time determine. The
Board meets periodically to review, among other matters, the Funds’ activities,
contractual arrangements with companies that provide services to the Funds and
the performance of the Funds’ investment portfolios. The Board holds regularly
scheduled in-person meetings and regularly scheduled meetings by telephone each
year and may hold special meetings, as needed, either in person or by
telephone, to address matters arising between regular meetings. During a
portion of each regularly scheduled in-person meeting and, as the Board may
determine, at its other meetings, the Board meets without management present. The
Board has established a committee structure that includes six standing
committees, each comprised solely of independent trustees and chaired by an
independent trustee, as described below. The Board, with the assistance of its
Nominating and Governance Committee, periodically evaluates its structure and
composition as well as various aspects of its operations. The Board believes
that its leadership and operating structure, which includes its committees and
having an independent trustee in the position of Chairman of the Board and of
each committee, provides for independent oversight of management and is
appropriate for the Trust in light of, among other factors, the asset size and
nature of the Trust and the Funds, the number of Funds overseen by the Board,
the number of other funds overseen by the trustees as the trustees of other
investment companies in the TIAA-CREF Fund Complex, the arrangements for the
conduct of the Funds’ operations, the number of trustees, and the Board’s
responsibilities. The
Trust is part of the TIAA-CREF Fund Complex, which is comprised of the 49 funds
within the Trust (including the TIAA-CREF Lifecycle Funds and the TIAA-CREF
Lifecycle Index Funds), the 10 series of the TIAA-CREF Life Funds (“TCLF”), the
8 Accounts within CREF and the single portfolio within TIAA Separate Account
VA-1 (“VA-1”). The same persons who constitute the Board also constitute, and
Mr. Sloan also serves as the Chairman of, the respective boards of trustees of
CREF and TCLF and the management committee of VA-1. Qualifications of
Trustees Information
indicating certain of the specific experience and relevant qualifications,
attributes and skills of each trustee relevant to the Board’s belief that the
trustee should serve in this capacity is provided in the table below. The table
includes, for each trustee, positions held with the Trust, length of office and
time served, and principal occupations in the last five years. The table also
includes the number of portfolios in the fund complex overseen by each trustee
and certain directorships held by each of them in the last five years. Risk Oversight Day-to-day
management of the various risks relating to the administration and operation of
the Trust and the Funds is the responsibility of management, which includes
professional risk management staff. The Board oversees this risk management
function consistent with and as part of its oversight responsibility. The Board
performs this risk management oversight directly and, as to certain matters,
through its committees (which are described below). The following provides an
overview of the principal, but not all, aspects of the Board’s oversight of
risk management for the Trust and the Funds. The Board recognizes that it is
not possible to identify all of the risks that may affect the Trust and the
Funds or to develop procedures or controls that eliminate the Trust’s and the
Funds’ exposure to all of these risks. In
general, a Fund’s risks include, among others, market risk, credit risk,
liquidity risk, valuation risk, operational risk, reputational risk, and
regulatory compliance risk. The Board has adopted, and periodically reviews,
policies and procedures designed to address these and other risks to the Trust
and the Funds. In addition, under the general oversight of the Board, Advisors,
the investment man- TIAA-CREF Funds ■ Statement of Additional Information B-25 ager and
administrator for each Fund, and other service providers to the Funds have
themselves adopted a variety of policies, procedures and controls designed to
address particular risks to the Funds. Different processes, procedures and
controls are employed with respect to different types of risks. The
Board also oversees risk management for the Trust and the Funds through receipt
and review by the Board or its committee(s) of regular and special reports,
presentations and other information from officers of the Trust and other
persons, including from the Chief Risk Officer or other senior risk management
personnel for Advisors and its affiliates. Senior officers of the Trust, senior
officers of Advisors and its affiliates (collectively, “TIAA-CREF”), and the
Funds’ Chief Compliance Officer (“CCO”) regularly report to the Board and/or
one or more of the Board’s standing committees on a range of matters, including
those relating to risk management. The Board also regularly receives reports,
presentations and other information from Advisors with respect to the
investments and securities trading of the Funds. At least annually, the Board
receives a report from the Funds’ CCO regarding the effectiveness of the Funds’
compliance program. Also, on an annual basis, the Board receives reports,
presentations and other information from TIAA-CREF in connection with the
Board’s consideration of the renewal of each of the Trust’s investment
management agreements with Advisors and the Trust’s distribution plans under
Rule 12b-1 under the 1940 Act. Senior
officers of the Trust and senior officers of TIAA-CREF also report regularly to
the Audit and Compliance Committee on the Trust’s internal controls and
accounting and financial reporting policies and practices. The Funds’ CCO
reports regularly to the Audit and Compliance Committee on compliance matters,
and the TIAA-CREF Chief Auditor reports regularly to the Audit and Compliance
Committee regarding internal audit matters. In addition, the Audit and Compliance
Committee receives regular reports from the Trust’s independent registered
public accounting firm on internal control and financial reporting matters. The
Operations Committee receives regular reports, presentations and other
information from Trust officers and from Fund management personnel regarding
valuation and other operational matters. In addition to regular reports,
presentations and other information from Advisors and other TIAA-CREF
personnel, the Operations Committee receives reports, presentations and other
information regarding other service providers to the Trust, either directly or
through the Trust’s officers, other TIAA-CREF personnel or the Funds’ CCO, on a
periodic or regular basis. The
Investment Committee regularly receives reports, presentations and other
information from Advisors with respect to the investments, securities trading
and other portfolio management aspects of the Funds. The Corporate Governance
and Social Responsibility Committee regularly receives reports, presentations,
and other information from Advisors regarding the voting of proxies of the
Funds’ portfolio companies. Name, Address and Position(s) Term of Office Principal Occupation(s) Number of Other Directorships Forrest Berkley Trustee Indefinite term. Trustee since 2006. Retired Partner (since 2006); 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). 68 Director of GMO; Director and member of the Investment
Committee, the Maine Coast Heritage Trust; Investment Committee Member, Gulf
of Maine Research Institute, Maine Community Foundation and Carnegie
Endowment for International Peace; Director, Appalachian Mountain Club and
the Butler Conservation Fund, Inc.; and Former Director and Member of the
Investment Committee of the Boston Athenaeum. Nancy A. Eckl 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. 68 Independent Director, The Lazard Funds, Inc., Lazard
Retirement Series, Inc., Lazard Global Total Return and Income Fund, Inc. and
Lazard World Dividend & Income Fund, Inc. and Member of the Board of
Managers of Lazard Alternative Strategies Fund, LLC. B-26 Statement of Additional Information ■ TIAA-CREF Funds DISINTERESTED TRUSTEES (continued) Name, Address and Position(s) Term of Office Principal Occupation(s) Number of Other Directorships Eugene Flood, Jr. 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). 68 Director, Smith Breaden Associates, Inc. (investment
adviser). Michael A. Forrester Trustee Indefinite term. Trustee since 2007. Chief Operating Officer (since 2007) of Copper Rock
Capital Partners, LLC (investment adviser). 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. 68 Director, Copper Rock Capital Partners, LLC (investment
adviser). Howell E. Jackson Trustee Indefinite term. Trustee since 2005. James S. Reid, Jr. Professor of Law (since 2004), Acting
Dean (2009), Vice Dean for Budget (2003-2006) and on the faculty (since 1989)
of Harvard Law School. 68 None Nancy L. Jacob Trustee Indefinite term. Trustee since 2001. President and Founder (since 2006) of NLJ Advisors, Inc.
(investment adviser). 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. Trust
Company of the Pacific Northwest (1993-1997). 68 Former Director and Chairman of the Investment Committee
of the Okabena Company (financial services). Bridget A. Macaskill Trustee One-year term. Trustee since 2003. Chief Executive Officer (since 2010), President and Chief
Operating Officer of First Eagle Investment Management, LLC (since 2009).
Formerly, Principal and Founder BAM Consulting LLC (2003–2009); Independent
Consultant for Merrill Lynch (2003–2009); Chairman, Oppenheimer Funds, Inc.
(2000–2001), and Chief Executive Officer (1995–2001), President (1991–2000),
and Chief Operating Officer (1989–1995) of that firm. 68 Director, Prudential plc, Arnhold and S. Bleichroeder
Holdings; First Eagle Investment Management; Governor’s Committee on
Scholastic Achievement, William T. Grant Foundation; American Legacy
Foundation (Investment Committee); University of Edinburgh (Campaign Board);
and the North Shore Land Alliance. Former Director, J. Sainsbury plc,
International Advisory Board, British-American Business Council, Scottish and
Newcastle plc (brewer), and Federal Mortgage National Association (Fannie
Mae). TIAA-CREF Funds ■ Statement of Additional Information B-27 DISINTERESTED TRUSTEES (continued) Name, Address and Position(s) Term of Office Principal Occupation(s) Number of Other Directorships James M. Poterba Trustee Indefinite term as Trustee. Trustee since 2006. President and Chief Executive Officer, National Bureau of
Economic Research (since 2008); Mitsui Professor of Economics (since 1996),
Head (2006-2008) and Associate Head (1994-2000 and 2001-2006) Economics
Department, Massachusetts Institute of Technology (MIT). Formerly, Program
Director, National Bureau of Economic Research (1990-2008). 68 Director, The Alfred P. Sloan Foundation; and National
Bureau of Economic Research. Former Director, The Jeffrey Company and Jeflion
Company (unregistered investment companies). Maceo K. Sloan Chairman of the Board and Trustee Indefinite term as Trustee; Chairman for term ending June
30, 2012. Chairman since 2009. Trustee since 2001. Chairman, President and Chief Executive Officer, Sloan
Financial Group, Inc. (since 1991); Chairman, Chief Executive Officer and
Chief Investment Officer, NCM Capital Management Group, Inc. (since 1991);
and Chairman, Chief Executive Officer and Chief Investment Officer, NCM
Capital Advisers Inc. (since 2003); and Chairman, President and Principal
Executive Officer, NCM Capital Investment Trust (since 2007). 68 Director, SCANA Corporation (energy holding company); and
NCM Capital Investment Trust. Former Director, M&F Bancorp, Inc. Laura T. Starks 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). 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). 68 Governing Council, Independent Directors Council (mutual
funds). Former Director, USAA Mutual Funds. OFFICERS The table
below includes certain information about the officers of the Trust, including
positions held with the Trust, length of office and time served, and principal
occupations in the last five years. Name, Address and Position(s) Term of Office Principal Occupation(s) and Other
Relevant Experience During Past 5 Years Marvin W. Adams Executive Vice President One-year term. Executive Vice President since 2010. Executive Vice President of Shared Services (since 2010)
and Technology & Operations (2010) of Teachers Insurance and Annuity
Association of America (“TIAA”), Teachers Advisors, Inc. (“Advisors”) and
TIAA-CREF Investment Management, LLC (“Investment Management”), and Executive
Vice President of the TIAA-CREF Funds, CREF, TIAA-CREF Life Funds and TIAA
Separate Account VA-1 (collectively, the “TIAA-CREF Fund Complex”) (since
2010); President, Fidelity Shared Services, Fidelity Investments (2007-2009);
Chief Information Officer and CIO Council Head, Citigroup (2006-2007); Senior
Vice President of Corporate Strategy and Chief Information Officer, Ford
Motor Company (2000-2006); Executive Vice President and Chief Information
Officer, Bank One Corporation (1994-2000); and Head of Worldwide Engineering
Systems, Xerox (1991-1994). B-28 Statement of Additional Information ■ TIAA-CREF Funds OFFICERS (continued) Name, Address and Position(s) Term of Office Principal Occupation(s) and Other
Relevant Experience During Past 5 Years Brandon Becker Executive Vice President and Chief Legal Officer One-year term. Executive Vice President and Chief Legal
Officer since 2009. Executive Vice President and Chief Legal Officer of TIAA
and the TIAA-CREF Fund Complex (since 2009). Formerly, Partner, Wilmer Cutler
Pickering Hale & Dorr LLP (1996-2009), Special Advisor to the Chairman
for International Derivatives (1995-1996), Securities and Exchange
Commission; and Director, Division of Market Regulation (1993-1995),
Securities and Exchange Commission. Richard S. Biegen Chief Compliance Officer One-year term. Chief Compliance Officer since 2008. Chief Compliance Officer of TIAA Separate Account VA-3 (since
2008); and 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 Investment Management (since 2008). Formerly,
Chief Compliance Officer of Advisors (2008); 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); Staff Attorney, Division of Enforcement, U.S.
Securities and Exchange Commission (1988- 1994); and Staff Attorney New York
Office of Special Prosecutor (Howard Beach case) (1987-1988). Scott C. Evans 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 1997) of the CREF and TIAA Separate Account VA-1; Executive Vice
President, Investments, Research Institute & Strategy (since 2009) and
Executive Vice President, Head of Asset Management (2006-2009), and Executive
Vice President and Chief Investment Officer (2005) of TIAA. Director of
Advisors (since 2004), President and Chief Executive Officer of Investment
Management and Advisors and Manager of TCIM (since 2004), Manager of TIAA
Realty Capital Management, LLC (2004-2006), and Chief Investment Officer of
TIAA (2004-2006); Director of TIAA-CREF Life Insurance Company (1997-2006),
and Director of Teachers Personal Investors Services, Inc. (“TPIS”)
(2006-2008). Phillip G. Goff Principal Financial Officer, Principal Accounting Officer
and Treasurer One-year term. Principal Financial Officer, Principal
Accounting Officer and Treasurer since 2007. Treasurer of CREF and TIAA Separate Account VA-1 (since
2008); and Principal Financial Officer, Principal Accounting Officer and
Treasurer of the TIAA-CREF Funds and TIAA-CREF Life Funds (since 2007) and of
TIAA Separate Account VA-1 (since 2009). 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). Stephen Gruppo Executive Vice President abd Head of Risk Management One-year term. Executive Vice President since 2009. Executive Vice President, Head of Risk Management of TIAA,
Executive Vice President of the TIAA-CREF Fund Complex (since 2009) and
Executive Vice President, Risk Management of Advisors and Investment
Management (since 2009), Senior Managing Director Acting Head of Risk
Management of TIAA and Senior Managing Director of the TIAA-CREF Fund Complex
(2008-2009), Senior Managing Director of Advisors and Investment Management
(2008-2009); Senior Managing Director, Chief Credit Risk Officer (2004-2008)
of TIAA. Director, TIAA-CREF Life Insurance Company (2006-2008), Director,
TPIS, Advisors and Investment Management (2008), Head of Risk Management of
Advisors and Investment Management (2005-2006). Senior Vice President, Risk
Management Department, Lehman Brothers (1996-2004). William Mostyn III Vice President and Corporate Secretary One year term. Vice President and Corporate Secretary of TIAA and the
TIAA-CREF Fund Complex (since 2008). Deputy General Counsel and Corporate
Secretary, Bank of America (2005-2008); and Deputy General Counsel, Secretary
and Chief Governance Officer, The Gillette Company (2000-2005). Dermot J. O’Brien Executive Vice President One-year term. Executive Vice President since 2003. Executive Vice President, Human Resources (since 2010;
2005-2007) and Executive Vice President of Human Resources and Corporate
Services (2007-2010) of TIAA, Executive Vice President of the TIAA-CREF Fund
Complex (since 2003). Director, TIAA-CREF Life Insurance Company (2003-2006);
First Vice President and Head of Human Resources, International Private
Client Division, Merrill Lynch & Co. (1999-2003); and Vice President and
Head of Human Resources, Japan Morgan Stanley (1998-1999). Edward D. Van Dolsen Executive Vice President One-year term. Executive Vice President since 2006. Executive Vice President and Chief Operating Officer
(since 2010); Executive Vice President, Product Development and Management
(2009-2010); Executive Vice President, Institutional Client Services
(2006-2009), and Executive Vice President, Product Management (2005-2006) of
TIAA, and Executive Vice President of the TIAA Fund Complex (since 2008),
Executive Vice President, Institutional Client Services (2006-2008); Director
of TCT Holdings, Inc. (since 2007), Executive Vice President of TIAA-CREF
Enterprises, Inc. and Manager, President and CEO, TIAA-CREF Redwood, LLC
(since 2006). Director of Tuition Financing (2008-2009); Senior Vice
President, Pension Products (2003-2006) and Vice President, Support Services (1998-2003)
of TIAA and the TIAA-CREF Fund Complex. Constance K. Weaver Executive Vice President One-year term. Executive Vice President since 2010. Executive Vice President, Chief Marketing and
Communications Officer of TIAA and Executive Vice President of the TIAA-CREF
Fund Complex (since 2010); Senior Vice President, The Hartford Financial
Services Group, Inc. (2008-2010); Executive Vice President and Chief
Marketing Officer, BearingPoint (2005-2008); Executive Vice President, Public
Relations, Marketing and Brand and, previously, Vice President of Investor
Relations at AT&T (1996-2005). TIAA-CREF Funds ■ Statement of Additional Information B-29 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, 2009. At that
time, the Funds’ family of investment companies included the Funds (except for
the Emerging Markets Equity and Emerging Markets Equity Index Funds) and all of
the other series of the Trust (including the TIAA-CREF Lifecycle Funds and
TIAA-CREF Lifecycle Index 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 Forrest Berkley Over $100,000 Over $100,000 Nancy A. Eckl $10,001 - $50,000 Over $100,000 Eugene Flood, Jr. Over $100,000 Over $100,000 Michael A. Forrester None Over $100,000 Howell E. Jackson $50,001 - $100,000 Over $100,000 Nancy L. Jacob $10,001 - $50,000 Over $100,000 Bridget Macaskill Over $100,000 Over $100,000 James M. Poterba None Over $100,000 Maceo K. Sloan None Over $100,000 Laura T. Starks None Over $100,000 TRUSTEE AND
OFFICER COMPENSATION DISINTERESTED
TRUSTEES Name of Trustee Aggregate Compensation Pension or Retirement Benefits Total Compensation Forrest Berkley * $ 12,646.58 $ 7,903.86 $ 195,000 Nancy A. Eckl $ 15,169.83 $ 7,903.86 $ 218,750 Eugene Flood, Jr. $ 13,715.98 $ 7,903.86 $ 205,000 Michael A. Forrester $ 14,232.89 $ 7,903.86 $ 210,000 Howell E. Jackson $ 16,069.11 $ 7,903.86 $ 227,500 Nancy L. Jacob $ 17,485.26 $ 7,903.86 $ 241,250 Bridget Macaskill $ 12,005.45 $ 7,903.86 $ 189,000 James M. Poterba * $ 16,869.29 $ 7,903.86 $ 235,000 Maceo K. Sloan * $ 19,276.22 $ 7,903.86 $ 257,500 Laura T. Starks $ 16,618.17 $ 7,903.86 $ 232,500 Total: $ 154,090.59 $ 79,038.59 $ 2,211,500 * This compensation, or a portion of it, was not actually
paid based on the prior elections of Messrs. Berkley, Poterba and Sloan to
defer receipt of payment in accordance with the provisions of a deferred
compensation plan for non-officer trustees described below. For the fiscal
year ended September 30, 2009, Mr. Berkley elected to defer $172,835, Mr.
Poterba elected to defer $22,935 and Mr. Sloan elected to defer $206,855 of
total compensation from the TIAA-CREF Fund Complex. B-30 Statement of Additional Information ■ TIAA-CREF Funds The
Board has approved trustee compensation at the following currently effective
rates: an annual retainer of $100,000; an annual long-term compensation
contribution of $75,000; an annual committee chair fee of $16,000 ($20,000 for
the chairs of the Operations and Audit and Compliance Committees); an annual
Board chair fee of $50,000; and an annual committee retainer of $16,000
($21,000 for the Operations and Audit and Compliance Committees). The chair and
members of the Executive Committee do not receive fees for service on that
committee. The trustees may also receive special or ad hoc Board or Committee
fees of $2,500 per meeting. 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 after the trustee eventually retires
from the Board. Pursuant to a separate deferred compensation plan, non-officer
trustees also have the option to defer payments of their basic retainer,
additional retainers and/or meeting fees and allocate those amounts to notional
investments in TIAA-CREF products (like TIAA or CREF annuities and/or certain
Funds) selected by each trustee. Benefits under that plan are also paid in a
lump sum or annual installments over 5, 10, 15 or 20 years, as requested by the
trustee. The compensation table above does not reflect any payments under the
long-term compensation plan. 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 Board in fulfilling its oversight responsibilities relating to
financial reporting, internal controls and certain compliance 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 written charter that is available upon
request. During the fiscal year ended September 30, 2009, the Audit and
Compliance Committee held seven meetings. The current members of the Audit
and Compliance Committee are Ms. Eckl (chair), Mr. Berkley, Prof. Poterba and
Mr. Sloan. Ms. Eckl has been designated the audit committee financial expert. (2) An
Investment Committee, consisting solely of independent trustees, which
assists the Board in fulfilling its oversight responsibilities for the
Trust’s investments. During the fiscal year ended September 30, 2009, the
Investment Committee held five 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 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, 2009, the Corporate Governance and Social
Responsibility Committee held ten 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, 2009, the
Executive Committee held one meeting. The current members of the Executive
Committee are Mr. Sloan (chair), Ms. Eckl, Prof. Jackson and Dr. Jacob. (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, 2009, the Nominating and Governance Committee
held seven 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 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, 2009, the Operations
Committee held seven 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. TIAA-CREF Funds ■ Statement of Additional Information B-31 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
sound corporate governance practices and responsible corporate behavior create
the framework from which public companies can be managed in the long-term
interests of shareholders. As
a general matter, the Trust’s Board has delegated to Advisors responsibility
for voting proxies of the Funds’ portfolio companies in accordance with the
Trust’s Board approved guidelines developed and established by the Corporate Governance
and Social Responsibility Committee. Guidelines for voting proxy proposals are
articulated in the TIAA-CREF Policy Statement on Corporate Governance, attached
as an Appendix to this SAI. The
Trust and Advisors believe that they have implemented policies, procedures and
processes designed to prevent conflicts of interest from influencing proxy
voting decisions. These include (i) oversight
by the Corporate Governance and Social Responsibility Committee; (ii) a clear
separation of proxy voting functions from external client relationship and
sales functions; and (iii) the active monitoring of required annual disclosures
of potential conflicts of interest by individuals who have direct roles in
executing or influencing the Funds’ proxy voting (e.g., Advisors’ proxy voting professionals, or trustees or
senior executives of the Trust, Advisors or Advisors’ affiliates) by Advisors’
legal and compliance professionals. There
could be rare instances in which an individual who has a direct role in
executing or influencing the Funds’ proxy voting (e.g., Advisors’ proxy voting professional, or a trustee or
senior executive of the Trust, Advisors or Advisors’ affiliates), is either a
director or executive of a portfolio company or may have some other association
with a portfolio company. In such cases, this individual is required to recuse
himself or herself from all decisions related to proxy voting for that
portfolio company. A
record of all proxy votes cast for the Funds for the twelve-month period ended
June 30, 2010, can be obtained, free of charge, at B-32 Statement of Additional Information ■ TIAA-CREF Funds PRINCIPAL HOLDERS OF SECURITIES Fund/Class Percentage Shares Charles
Schwab & Co Inc Attn:
Mutual Funds 101
Montgomery St San
Francisco, CA 94104-4151 Social Choice Equity Fund – Retail Class 18.84 % 3,401,808.520 High-Yield Fund – Retail Class 10.41 % 1,579,640.233 Mid-Cap Value Fund – Institutional Class 10.85 % 2,366,476.518 Social Choice Equity Fund – Institutional Class 12.95 % 2,998,418.509 Hans
L Erickson 1120
Byron St Palo
Alto, CA 94301-3210 Bond Index Fund – Retail Class 8.22 % 24,423.488 ING
National Trust One
Orange Way, B3N Windsor,
CT 06095-4773 Small-Cap Blend Index Fund – Institutional Class 8.81 % 2,197,383.364 International Equity Index Fund – Institutional Class 13.73 % 6,962,210.801 Equity Index Fund – Institutional Class 9.25 % 13,156,050.703 Social Choice Equity Fund – Institutional Class 7.98 % 1,847,953.360 JPMorgan
Chase Bank Na FBO TIAA-CREF
Trust Co As Cust For IRA Clients Attn:
DC Plan Service Team 1
New York Plz Fl 17 New
York, NY 10004-1949 Growth & Income Fund – Retirement Class 23.93 % 17,551,287.742 Social Choice Equity Fund – Retirement Class 31.85 % 14,041,408.135 International Equity Fund – Retirement Class 16.18 % 20,247,989.586 Large-Cap Value Fund – Retirement Class 16.67 % 12,076,238.840 Mid-Cap Growth Fund – Retirement Class 19.47 % 7,569,365.766 Mid-Cap Value Fund – Retirement Class 14.95 % 13,578,677.839 Real Estate Securities Fund – Retirement Class 26.99 % 7,702,743.624 S&P 500 Index Fund – Retirement Class 24.14 % 6,654,240.976 Large-Cap Growth Index Fund – Retirement Class 22.70 % 3,522,368.939 Large-Cap Value Index Fund – Retirement Class 31.18 % 5,358,983.721 Small-Cap Blend Index Fund – Retirement Class 24.66 % 8,757,761.459 International Equity Index Fund – Retirement Class 25.20 % 13,556,923.729 Small-Cap Equity Fund – Retirement Class 13.75 % 5,386,709.497 Equity Index Fund – Retirement Class 31.80 % 10,067,450.221 Inflation-Linked Bond Fund – Retirement Class 59.66 % 10,402,725.452 Large-Cap Growth Fund – Retirement Class 56.55 % 2,550,968.029 Managed Allocation Fund – Retirement Class 45.87 % 1,268,658.180 Money Market Fund – Retirement Class 34.45 % 39,802,945.800 Bond Fund – Retirement Class 55.02 % 13,392,773.051 High-Yield Fund – Retirement Class 44.67 % 7,958,112.064 Bond Plus Fund- Retirement Class 52.84 % 4,978,750.005 Short-Term Bond Fund – Retirement Class 24.33 % 3,311,598.815 Fund/Class Percentage Shares JPMorgan
Chase Bank TTEE/Cust FBO Ret
Plans With TIAA As Recordkeeper Attn:
DC Plan Service Team 4
New York Plz Fl 17 New
York, NY 10004-2413 Small-Cap Blend Index Fund – Institutional Class 5.70 % 1,421,659.701 Growth & Income Fund – Retirement Class 73.25 % 53,725,544.348 Social Choice Equity Fund – Retirement Class 65.72 % 28,968,169.747 International Equity Fund – Retirement Class 82.35 % 103,083,392.342 Large-Cap Value Fund – Retirement Class 83.27 % 60,309,079.037 Mid-Cap Growth Fund – Retirement Class 80.18 % 31,171,539.506 Mid-Cap Value Fund – Retirement Class 80.39 % 73,027,236.209 Real Estate Securities Fund – Retirement Class 72.70 % 20,751,628.158 S&P 500 Index Fund – Retirement Class 75.59 % 20,839,162.328 Large-Cap Growth Fund Index Fund-Retirement Class 76.59 % 11,883,655.026 Large-Cap Value Index Fund- Retirement Class 68.36 % 11,749,415.414 Small-Cap Blend Index Fund- Retirement Class 74.69 % 26,525,880.682 International Equity Index Fund – Retirement Class 74.55 % 40,102,875.035 Small-Cap Equity Fund – Retirement Class 85.22 % 33,383,281.810 Equity Index Fund – Retirement Class 63.02 % 19,950,500.930 Inflation-Linked Bond Fund – Retirement Class 32.12 % 5,599,777.732 Large-Cap Growth Fund – Retirement Class 32.89 % 1,483,332.987 Managed Allocation Fund – Retirement Class 53.00 % 1,465,896.893 Money Market Fund – Retirement Class 64.51 % 74,531,555.910 Bond Fund – Retirement Class 40.77 % 9,925,002.994 High-Yield Fund – Retirement Class 47.70 % 8,499,363.409 Bond Plus Fund- Retirement Class 46.49 % 4,380,477.638 Short-Term Bond Fund – Retirement Class 62.31 % 8,481,641.554 Growth & Income Fund – Premier Class 99.35 % 4,893,034.285 Social Choice Equity Fund – Premier Class 99.19 % 3,500,546.179 International Equity Fund – Premier Class 99.53 % 6,689,703.263 Large-Cap Value Fund – Premier Class 99.55 % 5,004,303.596 Mid-Cap Growth Fund – Premier Class 99.38 % 2,880,625.148 Mid-Cap Value Fund – Premier Class 99.74 % 7,029,784.257 Real Estate Securities Fund – Premier Class 98.28 % 2,001,221.699 International Equity Index Fund – Premier Class 99.25 % 2,153,767.005 Small-Cap Equity Fund – Premier Class 99.03 % 2,335,670.439 Equity Index Fund – Premier Class 94.47 % 544,398.772 Inflation-Linked Bond Fund – Premier Class 72.77 % 64,701.426 Bond Index Fund – Retirement Class 52.67 % 113,788.451 Large-Cap Growth Fund – Premier Class 81.44 % 129,598.829 Money Market Fund – Premier Class 45.04 % 204,871.280 Bond Fund – Premier Class 88.56 % 194,461.727 High-Yield Fund – Premier Class 96.94 % 926,769.478 Bond Plus Fund- Premier Class 14.71 % 4,568.676 Short-Term Bond Fund – Premier Class 96.76 % 753,264.813 Bond Index Fund – Premier Class 20.53 % 26,314.785 TIAA-CREF Funds ■ Statement of Additional Information B-33 Fund/Class Percentage Shares Lauer
& Co. C/O
The Glenmede Trust Co., NA P.O.
Box 58997 Philadelphia,
PA 19102-8997 High-Yield Fund – Institutional Class 9.33 % 3,202,679.689 Mac
& Co A/C GHXF0003062 Attn
Mutual Fund Ops P
O Box 3198 525 William Penn Place Pittsburgh,
PA 15230-3198 Large-Cap Value Index Fund-Institutional Class 9.04 % 3,380,641.719 Maril
& Co FBO 98 C/O
M&I Trust Co NA 11270
W. Park S400 Milwaukee,
WI 53224-3623 Mid-Cap Value Fund – Institutional Class 10.79 % 2,353,483.167 MMATCO
LLP Nominee
For MMA Trust Company P.O.
Box 483 1110
N Main St Goshen,
IN 46527-0483 Social Choice Equity Fund – Institutional Class 7.87 % 1,821,704.762 National
Financial Services LLC for
the Exclusive Benefit of our Customers Attn:
Deliveries PO
Box 770001 Cincinnati,
OH 45277-0033 Social Choice Equity Fund – Retail Class 11.66 % 2,104,320.480 Mid-Cap Value Fund – Retail Class 8.29 % 951,762.530 High-Yield Fund – Retail Class 6.00 % 911,273.119 Mid-Cap Value Fund – Institutional Class 5.40 % 1,177,512.884 Pershing
LLC PO
Box 2052 Jersey
City, NJ 07303-2052 International Equity Fund – Retail Class 5.90 % 2,901,271.052 Equity Index Fund – Retail Class 5.58 % 2,149,032.302 Bond Fund – Retail Class 23.07 % 1,136,134.355 Large-Cap Value Fund – Retail Class 11.15 % 788,917.078 Mid-Cap Growth Fund – Retail Class 6.90 % 364,868.536 Mid-Cap Value Fund – Retail Class 14.99 % 1,720,923.503 Small-Cap Equity Fund – Retail Class 7.77 % 358,235.543 Inflation-Linked Bond Fund – Retail Class 16.69 % 2,223,614.675 High-Yield Fund – Retail Class 12.60 % 1,913,035.777 Short-Term Bond Fund – Retail Class 13.59 % 1,797,512.331 Tax-Exempt Bond Fund – Retail Class 14.88 % 4,102,338.016 Inflation-Linked Bond Fund – Retail Class 8.05 % 1,403,707.341 Large-Cap Growth Fund – Retirement Class 9.98 % 450,161.091 High-Yield Fund – Retirement Class 7.51 % 1,337,962.217 Short-Term Bond Fund – Retirement Class 13.36 % 1,818,462.280 SEI
Private Trust Co Attn
Mutual Funds Administrator One
Freedom Valley Dr Oaks.
PA 19456-9989 Social Choice Equity Fund – Institutional Class 28.61 % 6,625,701.557 Managed Allocation Fund – Institutional Class 100.00 % 130,732.587 High-Yield Fund – Institutional Class 25.81 % 8,862,002.763 Short-Term Bond Fund – Institutional Class 36.22 % 4,235,785.392 Tax-Exempt Bond Fund – Institutional Class 90.41 % 1,259,963.993 Real Estate Securities Fund – Institutional Class 7.49 % 2,215,456.049 Fund/Class Percentage Shares S&P 500 Index Fund – Institutional Class 18.87 % 13,092,136.706 Small-Cap Equity Fund – Institutional Class 6.66 % 1,873,576.587 International Equity Fund – Institutional Class 6.72 % 6,177,580.458 Growth & Income Fund – Institutional Class 12.41 % 8,244,175.227 Bond Fund – Institutional Class 6.30 % 15,205,169.276 Teachers
Insurance & Annuity Assoc Attn
Janice Carnicelli Mail
Stop 730/06/41 730
Third Ave New
York, NY 10017-3206 Bond Index Fund – Retail Class 34.37 % 102,190.053 Small-Cap Blend Index Fund – Institutional Class 9.58 % 2,387,907.142 Bond Index Fund – Institutional Class 54.17 % 8,373,423.139 Equity Index Fund – Premier Class 5.53 % 31,855.302 Inflation-Linked Bond Fund – Premier Class 27.23 % 24,215.392 Bond Index Fund – Retirement Class 47.33 % 102,254.555 Large-Cap Growth Fund – Premier Class 18.56 % 29,526.029 Money Market Fund – Premier Class 54.96 % 250,019.710 Bond Fund – Premier Class 11.44 % 25,121.610 Bond Plus Fund- Premier Class 85.29 % 26,483.979 Bond Index Fund – Premier Class 79.47 % 101,856.050 TIAA-CREF Individual
& Institutional Serv Inc For
Exclusive Benefit Of Customers Attn
Patrick Nelson 730
3rd Ave New
York, NY 10017-3206 Large-Cap Value Fund – Institutional Class 9.89 % 4,509,042.882 Mid-Cap Growth Fund – Institutional Class 30.94 % 2,393,498.620 Mid-Cap Value Fund – Institutional Class 31.90 % 6,960,403.964 Small-Cap Blend Index Fund – Institutional Class 16.22 % 4,043,259.716 International Equity Index Fund – Institutional Class 6.88 % 3,488,430.652 Small-Cap Equity Fund – Institutional Class 7.04 % 1,980,181.829 International Equity Fund – Institutional Class 8.36 % 7,687,428.444 Growth & Income Fund – Institutional Class 9.87 % 6,553,943.721 TIAA-CREF
CT Fund of Funds # 1864 Attn
Janice Carnicelli - Connecticut Mail
Stop 730/6/41 730
3rd Ave New
York, NY 10017-3206 Money Market Fund – Institutional Class 12.38 % 53,140,346.730 TIAA-CREF
CT Fund of Funds # 1867 Attn
Janice Carnicelli - Connecticut Mail
Stop 730/6/41 730
3rd Ave New
York, NY 10017-3206 Money Market Fund – Institutional Class 7.04 % 30,229,453.570 TIAA-CREF
CT Fund of Funds # 1870 Attn
Janice Carnicelli - Connecticut Mail
Stop 730/6/41 730
3rd Ave New
York, NY 10017-3206 Equity Index Fund – Institutional Class 5.45 % 7,753,409.320 B-34 Statement of Additional Information ■ TIAA-CREF Funds Fund/Class Percentage Shares TIAA-CREF
CT Fund of Funds # 1955 Attn
Janice Carnicelli - Connecticut Mail
Stop 730/6/41 730
3rd Ave New
York, NY 10017-3206 Mid-Cap Growth Fund – Institutional Class 8.85 % 684,782.745 S&P 500 Index Fund – Institutional Class 11.42 % 7,925,302.520 TIAA-CREF
GA Fund of Funds # 1213 Attn
Janice Carnicelli – Georgia Mail
Stop 730/6/41 730
3rd Ave New
York, NY 10017-3206 Equity Index Fund – Institutional Class 7.85 % 11,158,104.445 TIAA-CREF
Lifecycle Fund #2010 Attn
Janice Carnicelli Mail
Stop 730/6/41 730
3rd Ave New
York, NY 10017-3206 Large-Cap Value Fund – Institutional Class 5.94 % 2,709,090.080 Bond Fund – Institutional Class 6.84 % 16,515,507.542 Large-Cap Growth Fund – Institutional Class 6.62 % 3,402,307.083 Short-Term Bond Fund – Institutional Class 20.52 % 2,400,064.273 Enhanced International Equity Index Fund – Institutional Class 6.73 % 5,324,144.895 Enhanced Large-Cap Growth Index Fund – Institutional Class 6.67 % 5,502,053.621 Enhanced Large-Cap Value Index Fund – Institutional Class 6.74 % 6,335,999.120 TIAA-CREF
Lifecycle Fund #2015 Attn
Janice Carnicelli Mail
Stop 730/6/41 730
3rd Ave New
York, NY 10017-3206 Large-Cap Value Fund – Institutional Class 8.21 % 3,743,578.546 Small-Cap Equity Fund – Institutional Class 6.59 % 1,852,500.193 International Equity Fund – Institutional Class 6.21 % 5,713,097.224 Growth And Income Fund – Institutional Class 6.80 % 4,512,992.145 Bond Fund – Institutional Class 7.10 % 17,145,024.956 Large-Cap Growth Fund – Institutional Class 9.15 % 4,698,734.281 High-Yield Fund – Institutional Class 6.51 % 2,235,192.119 Short-Term Bond Fund – Institutional Class 19.55 % 2,286,333.218 Enhanced International Equity Index Fund – Institutional Class 9.30 % 7,353,290.430 Enhanced Large-Cap Growth Index Fund – Institutional Class 9.21 % 7,596,151.793 Enhanced Large-Cap Value Index Fund – Institutional Class 9.30 % 8,752,022.710 TIAA-CREF
Lifecycle Fund #2020 Attn
Janice Carnicelli Mail
Stop 730/6/41 730
3rd Ave New
York, NY 10017-3206 Large-Cap Value Fund – Institutional Class 10.51 % 4,791,083.487 Small-Cap Equity Fund – Institutional Class 8.43 % 2,369,351.613 International Equity Fund – Institutional Class 7.98 % 7,333,212.452 Growth & Income Fund – Institutional Class 8.71 % 5,780,479.556 Bond Fund – Institutional Class 6.86 % 16,574,793.308 Large-Cap Growth Fund – Institutional Class 11.72 % 6,021,205.267 High-Yield Fund – Institutional Class 7.84 % 2,690,588.885 Short-Term Bond Fund – Institutional Class 10.97 % 1,283,307.324 Fund/Class Percentage Shares Enhanced International Equity Index Fund – Institutional Class 11.91 % 9,416,049.155 Enhanced Large-Cap Growth Index Fund – Institutional Class 11.80 % 9,733,781.333 Enhanced Large-Cap Value Index Fund – Institutional Class 11.91 % 11,206,440.390 TIAA-CREF Lifecycle Fund #2025 Attn Janice Carnicelli Mail Stop 730/6/41 730 3rd Ave New York, NY 10017-3206 Large-Cap Value Fund – Institutional Class 11.04 % 5,035,777.240 Small-Cap Equity Fund – Institutional Class 8.86 % 2,490,616.195 International Equity Fund – Institutional Class 8.37 % 7,700,773.858 Growth & Income Fund – Institutional Class 9.15 % 6,074,227.488 Bond Fund – Institutional Class 5.40 % 13,037,840.511 Large-Cap Growth Fund – Institutional Class 12.32 % 6,326,030.682 High-Yield Fund – Institutional Class 7.85 % 2,693,823.456 Enhanced International Equity Index Fund – Institutional Class 12.52 % 9,898,363.298 Enhanced Large-Cap Growth Index Fund – Institutional Class 12.40 % 10,227,556.586 Enhanced Large-Cap Value Index Fund – Institutional Class 12.52 % 11,777,151.898 TIAA-CREF
Lifecycle Fund #2030 Attn
Janice Carnicelli Mail
Stop 730/6/41 730
3rd Ave New
York, NY 10017-3206 Large-Cap Value Fund – Institutional Class 11.51 % 5,250,976.231 Small-Cap Equity Fund – Institutional Class 9.24 % 2,598,426.386 International Equity Fund – Institutional Class 8.73 % 8,023,885.544 Growth & Income Fund – Institutional Class 9.54 % 6,332,011.010 Large-Cap Growth Fund – Institutional Class 12.84 % 6,593,286.221 High-Yield Fund – Institutional Class 7.40 % 2,541,471.339 Enhanced International Equity Index Fund – Institutional Class 13.06 % 10,328,450.084 Enhanced Large-Cap Growth Index Fund – Institutional Class 12.92 % 10,660,050.978 Enhanced Large-Cap Value Index Fund – Institutional Class 13.05 % 12,278,230.015 TIAA-CREF
Lifecycle Fund #2035 Attn
Janice Carnicelli Mail
Stop 730/6/41 730
3rd Ave New
York, NY 10017-3206 Large-Cap Value Fund – Institutional Class 12.51 % 5,703,517.316 Small-Cap Equity Fund – Institutional Class 10.04 % 2,821,731.740 International Equity Fund – Institutional Class 9.48 % 8,721,310.888 Growth & Income Fund – Institutional Class 10.36 % 6,878,905.970 Large-Cap Growth Fund – Institutional Class 13.95 % 7,163,742.157 High-Yield Fund – Institutional Class 7.33 % 2,515,556.324 Enhanced International Equity Index Fund – Institutional Class 14.18 % 11,216,946.477 Enhanced Large-Cap Growth Index Fund – Institutional Class 14.04 % 11,581,414.399 Enhanced Large-Cap Value Index Fund – Institutional Class 14.18 % 13,337,661.964 TIAA-CREF Funds ■ Statement of Additional Information B-35 Fund/Class Percentage Shares TIAA-CREF Lifecycle Fund #2040 Attn Janice Carnicelli Mail Stop 730/6/41 730 3rd Ave New York, NY 10017-3206 Large-Cap
Value Fund – Institutional Class 18.51 % 8,442,486.435 Mid-Cap
Growth Fund – Institutional Class 5.52 % 426,847.448 Small-Cap
Equity Fund – Institutional Class 14.86 % 4,176,711.904 International
Equity Fund – Institutional Clas 14.04 % 12,910,592.651 Growth
& Income Fund – Institutional Class 15.33 % 10,182,489.839 Large-Cap
Growth Fund – Institutional Class 20.65 % 10,603,812.560 High-Yield
Fund – Institutional Class 10.85 % 3,724,185.506 Enhanced
International Equity Index Fund – 21.01 % 16,613,931.252 Enhanced
Large-Cap Growth Index Fund – 20.79 % 17,144,353.460 Enhanced
Large-Cap Value Index Fund – 20.99 % 19,743,360.492 TIAA-CREF Lifecycle Index 2015 Fund Attn: Janice Carnicelli 730 3rd Ave New York, NY 10017-3206 Bond Index
Fund – Institutional Class 5.67 % 876,218.630 TIAA-CREF Managed Allocation Fund II AC Attn Janice Carnicelli Mail Stop 730/6/41 730 3rd Ave New York, NY 10017-3206 Large-Cap
Value Fund – Institutional Class 7.09 % 3,234,758.878 Small-Cap
Equity Fund – Institutional Class 5.70 % 1,601,925.912 International
Equity Fund – Institutional Class 5.34 % 4,913,918.576 Growth
& Income Fund – Institutional Class 5.87 % 3,896,405.690 Large-Cap
Growth Fund – Institutional Class 7.89 % 4,054,018.837 Bond Plus
Fund - Institutional Class 96.00 % 19,484,444.342 Enhanced
International Equity Index Fund – 8.03 % 6,354,085.380 Enhanced
Large-Cap Growth Index Fund – 7.95 % 6,559,098.248 Enhanced
Large-Cap Value Index Fund – 8.04 % 7,561,373.265 TIAA-CREF MI Fund of Funds #1923 Attn Janice Carnicelli – Michigan Mail Stop 730/6/41 730 3rd Ave New York, NY 10017-3206 Money
Market Fund – Institutional Class 18.28 % 78,455,390.220 TIAA-CREF MI Fund of Funds #1926 Attn Janice Carnicelli – Michigan Mail Stop 730/6/41 730 3rd Ave New York, NY 10017-3206 Money
Market Fund – Institutional Class 13.80 % 59,247,431.900 TIAA-CREF MI Fund of Funds #1927 Attn Janice Carnicelli – Michigan Mail Stop 730/6/41 730 3rd Ave New York, NY 10017-3206 Inflation-Linked
Bond Fund – Institutional Class 5.74 % 3,656,839.398 Large-Cap
Growth Index Fund – Institutional Class 7.11 % 2,208,045.173 Large-Cap
Value Index Fund – Institutional Class 5.49 % 2,052,996.984 Fund/Class Percentage Shares TIAA-CREF MI Fund of Funds #1929 Attn Janice Carnicelli – Michigan Mail Stop 730/6/41 730 3rd Ave New York, NY 10017-3206 Real Estate
Securities Fund – Institutional Class 7.32 % 2,164,296.043 Inflation-Linked
Bond Fund – Institutional Class 6.42 % 4,089,003.077 Large-Cap
Growth Index Fund – Institutional Class 11.33 % 3,516,795.205 Large-Cap
Value Index Fund – Institutional Class 9.21 % 3,444,538.955 TIAA-CREF MI Fund of Funds #1931 Attn Janice Carnicelli – Michigan Mail Stop 730/6/41 730 3rd Ave New York, NY 10017-3206 Real Estate
Securities Fund – Institutional Class 6.24 % 1,844,199.611 Large-Cap
Growth Index Fund – Institutional Class 9.44 % 2,929,800.807 Large-Cap
Value Index Fund – Institutional Class 7.57 % 2,832,083.661 TIAA-CREF MI Fund of Funds #1933 Attn Janice Carnicelli – Michigan Mail Stop 730/6/41 730 3rd Ave New York, NY 10017-3206 Mid-Cap
Growth Fund – Institutional Class 23.14 % 1,790,337.834 Mid-Cap
Value Fund – Institutional Class 8.17 % 1,782,243.245 S&P 500
Index Fund – Institutional Class 31.72 % 22,014,535.197 Small-Cap
Equity Fund – Institutional Class 9.51 % 2,673,790.829 International
Equity Fund – Institutional Class 10.73 % 9,864,501.785 TIAA-CREF MN Fund of Funds # 1838 Attn Janice Carnicelli – Minnesota Mail Stop 730/6/41 730 3rd Ave New York, NY 10017-3206 Money
Market Fund – Institutional Class 6.91 % 29,662,517.260 TIAA-CREF MN Fund of Funds # 1844 Attn Janice Carnicelli – Minnesota Mail Stop 730/6/41 730 3rd Ave New York, NY 10017-3206 Large-Cap
Growth Index Fund – Institutional Class 5.73 % 1,778,330.419 TIAA-CREF MN Fund of Funds # 1846 Attn Janice Carnicelli – Minnesota Mail Stop 730/6/41 730 3rd Ave New York, NY 10017-3206 Large-Cap
Growth Index Fund-Institutional Class 5.22 % 1,620,735.230 TIAA-CREF MN Fund of Funds # 1918 Attn Janice Carnicelli – Minnesota Mail Stop 730/6/41 730 3rd Ave New York, NY 10017-3206 Real Estate
Securities Fund – Institutional Class 7.27 % 2,150,374.988 Large-Cap
Growth Index Fund – Institutional Class 16.90 % 5,246,267.675 Large-Cap
Value Index Fund – Institutional Class 12.77 % 4,776,973.143 TIAA-CREF 529 Plan Fd of Fds #1001 Att Janice Carnicelli – 529 Plan Mail Stop 730/6/41 730 3rd Ave New York, NY 10017-3206 S&P 500
Index Fund – Institutional Class 7.89 % 5,472,539.496 B-36 Statement of Additional Information ■ TIAA-CREF Funds Fund/Class Percentage Shares Tuition Financing Inc Cust FBO Oregon College Savings Plan U S Equity Index Portfolio Joe Delgrande & D Medina-Sustache 730 3rd Ave Mail Stop 730/16/30 New York, NY 10017-3206 Equity
Index Fund – Institutional Class 5.26 % 7,484,414.441 Vanguard Fiduciary Trust Company PO Box 2900 Valley Forge, PA 19482-2900 Social
Choice Equity Fund – Institutional Class 7.27 % 1,684,126.926 Wells Fargo Bank, NA FBO Omnibus Account Reinv/Reinv PO Box 1533 Minneapolis, MN 55480-1533 Small-Cap
Blend Index Fund – Institutional Class 9.16 % 2,283,287.405 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. Teachers
Personal Investors Services, Inc. (“TPIS”), 730 Third Avenue, New York, N.Y.
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 annual approval of the Distribution Agreement 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 and
shareholder services to the Funds. INVESTMENT ADVISORY AND OTHER 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 Board
of Trustees. Advisors performs all research, makes recommendations and places
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 Prospectuses, Advisors manages the Funds according to an
Investment Management Agreement. Under the Agreement, fees are calculated daily
and paid monthly to Advisors. They are calculated as a percentage of the
average value of the net assets each day for each Fund, and are accrued daily
proportionately at 1/365th (1/366th in a leap year) of the rates set forth in the
Prospectuses. The Funds also pay Advisors for certain administrative services
that Advisors provides to the Funds on an at-cost basis. TIAA-CREF Funds ■ Statement of Additional Information B-37 Gross Waived Net Fiscal year Fiscal year Fiscal year Fiscal year Fiscal year Fiscal year Fiscal year Fiscal year Fiscal year Growth & Income Fund $ 4,388,322 $ 4,412,201 $ 2,234,588 $ — $ 2,077,355 $ 1,837,327 $ 4,388,322 $ 2,334,846 $ 397,261 International Equity Fund $ 7,871,723 $ 12,870,241 $ 8,450,484 $ — $ — $ — $ 7,871,723 $ 12,870,241 $ 8,450,484 Large-Cap Growth Fund $ 2,274,620 $ 2,801,908 $ 1,216,436 $ — $ 1,386,283 $ 1,000,182 $ 2,274,620 $ 1,415,625 $ 216,254 Large-Cap Value Fund $ 3,511,662 $ 4,894,499 $ 3,793,790 $ — $ — $ — $ 3,511,662 $ 4,894,499 $ 3,793,790 Mid-Cap Growth Fund $ 2,099,311 $ 2,432,781 $ 1,536,221 $ — $ — $ — $ 2,099,311 $ 2,432,781 $ 1,536,221 Mid-Cap Value Fund $ 4,261,244 $ 4,142,419 $ 3,319,666 $ — $ — $ — $ 4,261,244 $ 4,142,419 $ 3,319,666 Small-Cap Equity Fund $ 2,216,021 $ 2,442,824 $ 2,301,040 $ — $ — $ — $ 2,216,021 $ 2,442,824 $ 2,301,040 Large-Cap Growth Index Fund $ 139,022 $ 151,091 $ 138,120 $ — $ — $ — $ 139,022 $ 151,091 $ 138,120 Large-Cap Value Index Fund $ 153,986 $ 179,519 $ 173,742 $ — $ — $ — $ 153,986 $ 179,519 $ 173,742 Equity Index Fund $ 406,108 $ 485,648 $ 385,070 $ — $ — $ — $ 406,108 $ 485,648 $ 385,070 S&P 500 Index Fund $ 370,520 $ 460,847 $ 418,386 $ — $ — $ — $ 370,520 $ 460,847 $ 418,386 Small-Cap Blend Index Fund $ 115,158 $ 89,641 $ 84,294 $ — $ — $ — $ 115,158 $ 89,641 $ 84,294 International Equity Index Fund $ 326,212 $ 355,933 $ 252,384 $ — $ — $ — $ 326,212 $ 355,933 $ 252,384 Enhanced International Equity Index Fund $ 1,054,315 $ 347,475 $ — $ — $ — $ — $ 1,054,315 $ 347,475 $ — Enhanced Large-Cap Growth Index Fund $ 1,102,932 $ 256,606 $ — $ — $ — $ — $ 1,102,932 $ 256,606 $ — Enhanced Large-Cap Value Index Fund $ 1,040,127 $ 224,876 $ — $ — $ — $ — $ 1,040,127 $ 224,876 $ — Social Choice Equity Fund $ 798,769 $ 860,749 $ 508,162 $ — $ — $ — $ 798,769 $ 860,749 $ 508,162 Real Estate Securities Fund $ 1,622,679 $ 2,762,630 $ 3,541,961 $ — $ — $ — $ 1,622,679 $ 2,762,630 $ 3,541,961 Managed Allocation Fund $ — $ — $ — $ — $ — $ — $ — $ — $ — Bond Fund $ 5,713,898 $ 5,422,762 $ 4,411,620 $ — $ — $ — $ 5,713,898 $ 5,422,762 $ 4,411,620 Bond Plus Fund $ 1,426,006 $ 1,613,373 $ 864,662 $ — $ — $ — $ 1,426,006 $ 1,613,373 $ 864,662 Short-Term Bond Fund $ 626,610 $ 690,674 $ 398,961 $ — $ — $ — $ 626,610 $ 690,674 $ 398,961 High-Yield Fund $ 1,264,102 $ 1,334,945 $ 730,277 $ — $ — $ — $ 1,264,102 $ 1,334,945 $ 730,277 Tax-Exempt Bond Fund $ 739,845 $ 787,771 $ 436,344 $ — $ — $ — $ 739,845 $ 787,771 $ 436,344 Inflation-Linked Bond Fund $ 1,964,171 $ 1,828,887 $ 1,424,501 $ — $ — $ — $ 1,964,171 $ 1,828,887 $ 1,424,501 Bond Index Fund $ 4,348 $ — $ — $ — $ — $ — $ 4,348 $ — $ — Money Market Fund $ 1,465,772 $ 1,468,938 $ 806,773 $ — $ — $ — $ 1,465,772 $ 1,468,938 $ 806,773 Retirement Class Service Agreement The
Trust, on behalf of each Fund that offers Retirement Class Shares (as described
in the Prospectus), has entered into a service agreement with Advisors pursuant
to which Advisors provides or arranges for the provision of administrative and
shareholder services for the Retirement Class shares, including services
associated with maintenance of Retirement Class shares on retirement plan and
other platforms (the “Retirement Class Service Agreement”). The service fees
attributable to the Retirement Class Service Agreement are set forth in the
table below on the following page. 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 attributable to
Retirement Class Shares of the Fund. The annual rates under the Retirement Class
Service Agreement, as well as the fees paid under the Agreement, for the
fiscal years ended September 30, 2009, 2008 and 2007 are set forth in the table below: Current
Service Service
Fees for fiscal year ended September 30, Name of Fund 2009 2008 2007 Growth & Income Fund Retirement
Class 0.25 % $ 765,781 $ 617,834 $ 308,916 Institutional
Class * — — — Retail
Class * — — — Premier
Class * — — — International Equity Fund Retirement
Class 0.25 % $ 2,098,481 $ 3,528,130 $ 2,163,946 Institutional
Class * — — — Retail
Class * — — — Premier
Class * — — — Large-Cap Growth Fund Retirement
Class 0.25 % $ 68,610 $ 130,183 $ 16,527 Institutional
Class * — — — Retail
Class * — — — Premier
Class * — — — Large-Cap Value Fund Retirement
Class 0.25 % $ 1,103,228 $ 1,248,387 $ 981,135 Institutional
Class * — — — Retail
Class * — — — Premier
Class * — — — Mid-Cap Growth Fund Retirement
Class 0.25 % $ 823,045 $ 931,939 $ 512,225 Institutional
Class * — — — Retail
Class * — — — Premier
Class * — — — Mid-Cap Value Fund Retirement
Class 0.25 % $ 1,681,908 $ 1,554,536 $ 1,208,243 Institutional
Class * — — — Retail
Class * — — — Premier
Class * — — — * These classes of the Funds are not currently subject to any service agreement. B-38 Statement of Additional Information ■ TIAA-CREF Funds Current Service Service
Fees for fiscal year ended September 30, Name of Fund 2009 2008 2007 Small-Cap Equity Fund Retirement
Class 0.25 % $ 614,399 $ 668,843 $ 641,387 Institutional
Class * — — — Retail
Class * — — — Premier
Class * — — — Large-Cap Growth Index Fund Retirement
Class 0.25 % $ 250,629 $ 252,843 $ 155,596 Institutional
Class * — — — Large-Cap Value Index Fund Retirement
Class 0.25 % $ 286,080 $ 261,705 $ 196,291 Institutional
Class * — — — Equity Index Fund Retirement
Class 0.25 % $ 222,637 $ 30,219 $ 13,264 Institutional
Class * — — — Retail
Class * — — — Premier
Class * — — — S&P 500 Index Fund Retirement
Class 0.25 % $ 559,668 $ 580,921 $ 486,652 Institutional
Class * — — — Small-Cap Blend Index Fund Retirement
Class 0.25 % $ 297,317 $ 147,443 $ 108,099 Institutional
Class * — — — International Equity Index Fund Retirement
Class 0.25 % $ 1,072,681 $ 965,085 $ 477,478 Institutional
Class * — — — Premier
Class * — — — Enhanced International Equity Index Fund Institutional
Class * — — — Enhanced Large-Cap Growth Index Fund Institutional
Class * — — — Enhanced Large-Cap Value Index Fund Institutional
Class * — — — Social Choice Equity Fund Retirement
Class 0.25 % $ 685,844 $ 558,403 $ 270,604 Institutional
Class * — — — Retail
Class * — — — Premier
Class * — — — Real Estate Securities Fund Retirement
Class 0.25 % $ 266,606 $ 422,171 $ 645,344 Institutional
Class * — — — Retail
Class * — — — Premier
Class * — — — Managed Allocation Fund Retirement
Class 0.25 % $ 39,034 $ 38,450 $ 27,152 Institutional
Class * — — — Retail
Class * — — — Bond Fund Retirement
Class 0.25 % $ 144,152 $ 46,229 $ 10,911 Institutional
Class * — — — Retail
Class * — — — Premier
Class * — — — Bond Plus Fund Retirement
Class 0.25 % $ 83,043 $ 24,064 $ 14,180 Institutional
Class * — — — Retail
Class * — — — Premier
Class * — — — Short-Term Bond Fund Retirement
Class 0.25 % $ 86,759 $ 44,521 $ 17,795 Institutional
Class * — — — Retail
Class * — — — Premier
Class * — — — High-Yield Fund Retirement
Class 0.25 % $ 148,521 $ 56,312 $ 24,208 Institutional
Class * — — — Retail
Class * — — — Premier
Class * — — — Tax-Exempt Bond Fund Institutional
Class * — — — Retail
Class * — — — Current
Service Service
Fees for fiscal year ended September 30, Name of Fund 2009 2008 2007 Inflation-Linked Bond Fund Retirement
Class 0.25 % $ 199,374 $ 138,130 $ 27,875 Institutional
Class * — — — Retail
Class * — — — Premier
Class * — — — Bond Index Fund Retirement
Class 0.25 % $ 110 $ — $ — Institutional
Class * — — — Retail
Class * — — — Premier
Class * — — — Money Market Fund Retirement
Class 0.25 % $ 379,727 $ 237,089 $ 161,392 Institutional
Class * — — — Retail
Class * — — — Premier
Class * — — — * These classes of the Funds are not currently subject to
any service agreement. 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 Funds. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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. TIAA-CREF Funds ■ Statement of Additional Information B-39 INFORMATION ABOUT THE FUNDS’ PORTFOLIO MANAGEMENT STRUCTURE OF COMPENSATION FOR PORTFOLIO MANAGERS Equity
portfolio managers 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 managers 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. 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-40 Statement of Additional Information ■ TIAA-CREF Funds ADDITIONAL INFORMATION REGARDING PORTFOLIO MANAGERS The
following chart includes information relating to the portfolio managers 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, 2009. Information concerning the
portfolio managers of Emerging Markets Equity and Emerging Markets Equity Index
Funds is as of June 30, 2010. Number
of Other Accounts Managed Total
Assets In Accounts Managed (millions) Name of Portfolio Manager Registered Other
Pooled Registered Other
Pooled Dollar
Range of Equity Growth & Income Fund Susan
Kempler 1 0 $1,418 $0 $500,001 -
1,000,000 Thomas M.
Franks, CFA 1 0 $14,079 $0 $0 International Equity Fund Shigemi
(Amy) Hatta 1 0 $2,109 $0 $100,001 - 500,000 Christopher
F. Semenuk 1 0 $2,109 $0 $500,001 -
1,000,000 Emerging Markets Equity Fund Alex
Muromcew 1 1 $11,943 $84 * Large-Cap Growth Fund Susan
Hirsch 3 0 $12,142 $0 $100,001 - 500,000 Large-Cap Value Fund Richard Cutler 2 0 $2,446 $0 $100,001 - 500,000 Athanasios
(Tom) Kolefas, CFA 3 1 $15,171 $7 $0 Mid-Cap Growth Fund George
(Ted) Scalise, CFA 0 0 $685 $0 $0 Susan
Hirsch 3 0 $12,142 $0 $0 Mid-Cap Value Fund Richard
Cutler 2 0 $2,446 $0 $10,001 - 50,000 Athanasios
(Tom) Kolefas, CFA 3 1 $15,171 $7 $10,001 - 50,000 Small-Cap Equity Fund Michael S.
Shing, CFA 2 0 $1,192 $0 $100,001 - 500,000 Adam Cao 2 0 $1,192 $0 $10,001 - 50,000 Large-Cap Growth Index Fund Philip
James (Jim) Campagna, CFA 11 0 $24,120 $0 $0 Anne Sapp,
CFA 11 0 $24,120 $0 $0 Large-Cap Value Index Fund Philip
James (Jim) Campagna, CFA 11 0 $24,120 $0 $0 Anne Sapp,
CFA 11 0 $24,120 $0 $0 Equity Index Fund Philip
James (Jim) Campagna, CFA 11 0 $24,120 $0 $0 Anne Sapp,
CFA 11 0 $24,120 $0 $0 S&P 500 Index Fund Philip
James (Jim) Campagna, CFA 11 0 $24,120 $0 $10,001 - 50,000 Anne Sapp,
CFA 11 0 $24,120 $0 $0 Small-Cap Blend Index Fund Philip
James (Jim) Campagna, CFA 11 0 $24,120 $0 $0 Anne Sapp,
CFA 11 0 $24,120 $0 $0 International Equity Index Fund Philip James
(Jim) Campagna, CFA 11 0 $24,120 $0 $10,001 - 50,000 Anne Sapp,
CFA 11 0 $24,120 $0 $1 - 10,000 Emerging Markets Equity Index Fund Phillip
James (Jim) Campagna, CFA 12 0 $25,205 $0 * Anne Sapp,
CFA 12 0 $25,205 $0 * Enhanced International Equity Index Fund Pablo
Mitchell 21 0 $3,834 $0 $0 Steven
Rossiello, CFA 0 0 $359 $0 $1 - 10,000 Ping Wang 0 1 $359 $33 $0 TIAA-CREF Funds ■ Statement of Additional Information B-41 Number
of Other Accounts Managed Total
Assets In Accounts Managed (millions) Name of Portfolio Manager Registered Other
Pooled Registered Other
Pooled Dollar
Range of Equity Enhanced Large-Cap Growth Index Fund Ruxiang
(Michael) Qian 0 0 $496 $0 $0 Kelvin Zhang 0 0 $496 $0 $0 Enhanced Large-Cap Value Index Fund Michael S.
Shing, CFA 2 0 $1,192 $0 $0 Adam Cao,
CFA 2 0 $1,192 $0 $0 Pei Chen 0 0 $499 $0 $0 Social Choice Equity Fund Philip
James (Jim) Campagna, CFA 11 0 $24,120 $0 $0 Anne Sapp,
CFA 11 0 $24,120 $0 $1 - 10,000 Real Estate Securities Fund David Copp 1 0 $485 $0 $100,001 - 500,000 Brendan W.
Lee 1 0 $485 $0 $100,001 - 500,000 Managed Allocation Fund John M.
Cunniff, CFA 20 0 $3,475 $0 $1 - 10,000 Hans L.
Erickson, CFA 21 0 $98,031 $0 $Over 1,000,000 Pablo
Mitchell 21 0 $3,834 $0 $0 Bond Fund Elizabeth
(Lisa) D. Black, CFA 6 0 $21,421 $0 $0 John M.
Cerra 6 0 $20,832 $0 $0 Steven
Sterman 3 0 $2,894 $0 $0 Bond Plus Fund Elizabeth
(Lisa) D. Black, CFA 6 0 $21,421 $0 $1 - 10,000 John M.
Cerra 6 0 $20,832 $0 $10,001 - 50,000 Steven
Sterman 3 0 $2,894 $0 $0 Short-Term Bond Fund Elizabeth
(Lisa) D. Black, CFA 6 0 $21,421 $0 $0 John M.
Cerra 6 0 $20,832 $0 $1 - 10,000 Steven
Sterman 3 0 $2,894 $0 $0 High-Yield Fund Kevin R.
Lorenz, CFA 0 0 $369 $0 $100,001 - 500,000 Tax-Exempt Bond Fund Peter Scola 0 0 $258 $0 $0 Inflation-Linked Bond Fund John M.
Cerra 6 0 $20,832 $0 $1 - 10,000 Bond Index Fund Elizabeth
(Lisa) D. Black, CFA 6 0 $21,421 $0 $0 Steven
Sterman 3 0 $2,894 $0 $0 Money Market Fund Michael F.
Ferraro, CFA 2 0 $15,335 $0 $0 * The portfolio managers of these
Funds could not own shares of the Funds as of June 30, 2010 because the Funds
were not operational at that time. B-42 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 charged 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 non-proprietary research, the process for allocating brokerage,
and Advisors’ practices regarding the use of third party soft dollars. IPO Allocation. Advisors has adopted
procedures designed 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-43 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. The
Trust offers four classes of shares (Retirement Class, Premier Class,
Institutional Class and Retail Class), which have the distribution and service
fee arrangements described below. Each Fund may not offer all classes of
shares. 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. Retail Class shares are subject to
distribution (12b-1) plans pursuant to which they may reimburse TPIS (or
compensate TPIS, with respect to the Bond Index Fund) for its activities
associated with distributing, promoting and/or servicing Retail Class shares of
the Funds in an annual amount up to 0.25% of average daily net assets. Premier Class Shares. Premier 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
section 401(a) (including 401(k) and Keogh plans), 403(b) (7) or 457 of the
Code. Premier Class shares also may be offered through custody accounts
established by individuals as IRAs pursuant to section 408 of the Code.
Additionally, Premier 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 make available this
class of shares. Premier Class shares are subject to a distribution (12b-1)
plan pursuant to which they may compensate TPIS for distributing, promoting
and/or servicing Premier Class shares at an annual rate of 0.15% of average
daily net assets. 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. The
Board of Trustees has adopted two distribution plans with respect to Retail
Class shares and one plan with respect to Premier Class shares offered by the Funds
(the “Distribution Plans”) pursuant to Rule 12b-1 under the 1940 Act. Under the
Retail Class Distribution Plan that is applicable to the Bond Index, Emerging
Markets Equity and Emerging Markets Equity Index Funds only (“Retail
Compensation Plan”), each of these Funds compensates TPIS for certain services
that TPIS provides in connection with the promotion, distribution and
shareholder servicing of Retail Class shares of the Fund. Under the other
Retail Class Distribution Plan (“Retail Reimbursement Plan”), each other Fund
reimburses TPIS for all or part of certain expenses that TPIS incurs in
connection with its promotion, distribution and/or shareholder servicing of the
Fund’s Retail Class shares. Under
the Distribution Plan that is applicable to Premier Class shares (the “Premier
Class Distribution Plan”), each Fund compensates TPIS an annual amount for its
promotion, distribution and/or shareholder servicing of Premier Class shares.
The expenses for which a Fund may reimburse or pay TPIS under the Distribution
Plans include, but are not limited to, compensation of dealers and others for
the expenses of their various activities primarily intended to promote the sale
of the Fund’s Premier Class shares, as well as for shareholder servicing expenses. Reimbursements
by a Fund under the Retail Reimbursement Plan are calculated daily and paid
quarterly 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
contractually agreed not to seek any reimbursement under the Retail
Reimbursement Plan until August 1, 2009. Therefore, while no 12b-1 fees were
paid by the Funds pursuant to the Distribution Plans in prior years, Retail
Class shares of the Funds did pay 12b-1 fees for a portion of the fiscal year
between August 1, 2009 and September 30, 2009 under the Retail B-44 Statement of Additional Information ■ TIAA-CREF Funds Reimbursement
Plan. For the fiscal year ended September 30, 2009, the table below reflects
the net amount of 12b-1 fees paid by Retail Class shares of each Fund under the
Retail Reimbursement Plan: Fund 12b-1
Fees Paid Fund 12b-1
Fees Paid Growth & Income Fund $ 183,932 Real Estate Securities Fund $ 29,485 International Equity Fund $ 109,973 Managed Allocation Fund $ 187,740 Large-Cap Growth Fund $ 127,713 Bond Fund $ 12,607 Large-Cap Value Fund $ 27,869 Bond Plus Fund $ 96,130 Mid-Cap Growth Fund $ 25,933 Short-Term Bond Fund $ 40,098 Mid-Cap Value Fund $ 42,342 High-Yield Fund $ 38,637 Small-Cap Equity Fund $ 17,765 Tax-Exempt Bond Fund $ 89,582 Equity Index Fund $ 111,648 Inflation-Linked Bond Fund $ 48,430 Social Choice Equity Fund $ 32,451 Money Market Fund $ 387,407 Payments
under the Retail Compensation Plan are calculated daily and paid monthly at the
annual rate of 0.25% of the average daily net assets for the Retail Class of
the Fund. The net 12b-1 fees paid by Retail Class shares of the Bond Index Fund
under the Retail Compensation Plan (the only Fund operational under this Plan
during the 2009 fiscal year) amounted to $110 for the fiscal year ended
September 30, 2009. Payments
by a Fund under the Premier Class Distribution Plan are calculated daily and
paid monthly at the annual rate of 0.15% of the average daily net assets of the
Premier Class of the Fund. For the fiscal year ended September 30, 2009, the
table below reflects the net amount of 12b-1 fees paid by Premier Class shares
of each Fund under the Premier Class Distribution Plan: Fund 12b-1
Fees Paid Fund 12b-1
Fees Paid Growth & Income Fund $1 Social Choice Equity Fund $1 International Equity Fund $1 Real Estate Securities Fund $1 Large-Cap Growth Fund $1 Bond Fund $1 Large-Cap Value Fund $1 Bond Plus Fund $1 Mid-Cap Growth Fund $1 Short-Term Bond Fund $1 Mid-Cap Value Fund $1 High-Yield Fund $1 Small-Cap Equity Fund $1 Inflation-Linked Bond Fund $1 Equity Index Fund $1 Money Market Fund $1 International Equity Index Fund $1 Amounts
paid to TPIS by any class of shares of a Fund will not be used to pay the
expenses incurred with respect to any other class of shares of that Fund;
provided, however, that expenses attributable to the Fund as a whole will be
allocated, to the extent permitted by law, according to a formula based upon
gross sales dollars and/or average daily net assets of each such class, as may
be approved from time to time by vote of the Board. From time to time, a Fund
may participate in joint distribution activities with other mutual funds and
the costs of those activities that are not otherwise directly attributable to a
particular Fund will be borne by the Fund in proportion to the relative NAVs of
the participating funds. The
Distribution Plans have 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 either
Distribution Plan (the “Independent Trustees”), by votes cast in person at a
meeting called for the purpose of voting on such Distribution Plans. In adopting
the Distribution Plans, the trustees concluded that the Distribution
Plans would benefit the Retail Class or Premier Class shareholders of each
Fund, as applicable. One
of the potential benefits of the Distribution Plans is that payments to TPIS
(and from TPIS to other intermediaries) could lead to increased sales and
reduced redemptions, which could assist a Fund in achieving scale and could
contribute to the Fund’s longer-term viability. 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 Plans, at least quarterly, TPIS provides the Funds with a
written report of the amounts expended under the Plans and the purpose for which
these expenditures were made. The trustees review these reports on a quarterly
basis to determine their continued appropriateness. Each
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. Each 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 or Premier Class shares of
that Fund, as applicable. Each 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 or Premier Class shares, as
applicable. In addition, the Distribution Plans provide that no material
amendment to the Plans will, in any event, be effective unless it is approved
by a majority of both the trustees and the Independent Trustees with respect to
the applicable Fund or Class. The Retail Class and Premier Class shareholders
of each Fund have exclusive voting rights with respect to the application of
the Distribution Plan with respect to the applicable share classes of each
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, TIAA-CREF Funds ■ Statement of Additional Information B-45 (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. 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. 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. 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. 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. 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. Each
share of a Fund is entitled to such dividends and distributions out of the
income earned on the assets belonging to that Fund as are declared in the
discretion of the trustees. In the event of the liquidation or dissolution of
the Trust as a whole or any individual Fund, shares of the affected Fund are
entitled to receive their proportionate share of the assets that are
attributable to such shares and which are available for distribution as the
trustees in their sole discretion may determine. Shareholders are not entitled
to any preemptive, conversion or subscription rights. All shares, when issued,
will be fully paid and nonassessable. The
share price of each Fund is determined based on the Fund’s net asset value. The
assets of each Fund 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 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. For securities traded
on NASDAQ, the closing price quoted by NASDAQ for that security B-46 Statement of Additional Information ■ TIAA-CREF Funds (either the
NASDAQ Official Closing Price or the Closing Cross price) is used. Equity
securities that are traded on neither a national securities exchange nor on
NASDAQ are valued at the last sale price at the close of business on the New
York Stock Exchange, if a last sale price is available, or otherwise at the
mean of the closing bid and asked prices. 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. Debt
securities (excluding money market instruments) with remaining maturities of
more than 60 days 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 more than 60 days 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. Debt
securities with remaining maturities of 60 days or less generally are valued
using their amortized cost. 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. 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 liquidating 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 TIAA-CREF Funds ■ Statement of Additional Information B-47 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. 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. This
discussion does not address all aspects of taxation (including state, local and
foreign taxes) that may be relevant to particular shareholders in light of
their own investment or tax circumstances, or to particular types of
shareholders (including insurance companies, tax-deferred retirement plans,
financial institutions, broker-dealers, foreign corporations and persons who are
not citizens or residents of the United States) subject to special treatment
under the federal income tax laws. This summary is based on the Internal
Revenue Code of 1986, as amended (the “Code”), the regulations thereunder,
published rulings and court decisions, all as currently in effect. These laws
are subject to change, possibly on a retroactive basis. YOU
ARE ADVISED TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE TAX
CONSEQUENCES OF AN INVESTMENT IN A FUND IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES.
THIS DISCUSSION IS NOT INTENDED AS A SUBSTITUTE FOR CAREFUL TAX PLANNING. QUALIFICATION AS REGULATED INVESTMENT COMPANY 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). EQUALIZATION ACCOUNTING Each
Fund may use the so-called “equalization method” of accounting to allocate a
portion of its “earnings and profits,” which generally equals a Fund’s
undistributed net investment income and realized capital gains, with certain
adjustments, to redemption proceeds. This method permits a Fund to achieve more
balanced distributions for both continuing and redeeming shareholders. Although
using this method generally will not affect a Fund’s total returns, it may
reduce the amount that the Fund would otherwise distribute to continuing
shareholders by reducing B-48 Statement of Additional Information ■ TIAA-CREF Funds the effect of
redemptions of Fund shares on Fund distributions to shareholders. However, the
IRS has not expressly sanctioned the particular equalization method used by a
Fund, and thus the Fund’s use of this method may be subject to IRS scrutiny. DISTRIBUTIONS TO AVOID FEDERAL EXCISE TAX A
regulated investment company generally must distribute in each calendar year an
amount equal to at least the sum of: (1) 98% of its ordinary taxable income for
the year, (2) 98% of its capital gain net income for the twelve months ended on
October 31 of that calendar year, and (3) any ordinary income or net capital
gain income not distributed or taxed for prior years (the “excise tax avoidance
requirements”). To the extent that a regulated investment company fails to do
this, it is subject to a 4% nondeductible federal excise tax on undistributed
earnings. Therefore, in order to avoid the federal excise tax, each Fund must
make (and the Trust intends that each will make) the foregoing distributions. CAPITAL LOSS CARRYFORWARDS As
of September 30, 2009, 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. Due to the
reorganization on April 20, 2007, involving the TIAA-CREF Mutual Funds into a
corresponding series of the Funds, the use of capital loss carryforwards in
future fiscal years for the Growth & Income Fund may be subject to
limitations under the Code and Regulations thereunder. Due
to the reorganization on June 12, 2009, involving the TIAA-CREF Mid-Cap Blend
Index Fund, TIAA-CREF Mid-Cap Growth Index Fund and the TIAA-CREF Mid-Cap Value
Index Fund into the TIAA-CREF Equity Index Fund, the use of capital losses and
capital loss carryforwards in future fiscal years by the TIAA-CREF Equity Index
Fund may be subject to limitations under the Code and Regulations thereunder. Date
of Expiration Fund 9/30/10 9/30/11 9/30/12 9/30/13 9/30/14 9/30/15 9/30/16 9/30/17 Total Growth
& Income $ 4,906,120 $ — $ — $ — $ — $ — $ — $ 42,173,429 $ 47,079,549 International
Equity — — — — — — — 428,924,333 428,924,333 Large-Cap
Growth 60,601,952 9,870,740 1,691,917 — — — — 47,706,126 119,870,735 Large-Cap
Value — — — — — — 141,610 163,721,352 163,862,962 Mid-Cap
Growth — — — — — — — 36,202,757 36,202,757 Mid-Cap
Value — — — — — — — 36,381,698 36,381,698 Small-Cap
Equity — — — — — — 2,890,078 53,285,757 56,175,835 Large-Cap
Growth Index — — — — — — — 16,633,304 16,633,304 Large-Cap
Value Index — — — — — — — 993,800 993,800 Equity
Index — — — — — — 21,401,625 14,557,269 35,958,894 S&P 500
Index — — — — — — — 24,908,460 24,908,460 Small-Cap
Blend Index — — — — — — 496,549 634,728 1,131,277 International
Equity Index — — — — — — — 800,640 800,640 Enhanced
International Equity Index — — — — — — 1 16,054,631 16,054,632 Enhanced
Large-Cap Growth Index — — — — — — 1 6,173,531 6,173,532 Enhanced
Large-Cap Value Index — — — — — — 1 2,569,500 2,569,501 Social
Choice Equity — — — — — — — 13,466,640 13,466,640 Real Estate
Securities — — — — — — — 53,761,914 53,761,914 Managed
Allocation — — — — — — — 12,808,552 12,808,552 Bond — — — — 330,469 17,090,688 — 10,205,753 27,626,910 Bond Plus — — — 4,900,372 120,262 — 1,547,153 12,056,179 18,623,966 Short-Term
Bond — — — 2,088,634 501,909 — — — 2,590,543 High-Yield 398,437 — — — — — — 21,958,925 22,357,362 Inflation-Linked
Bond — — — — — 2,826,986 — 1,811,107 4,638,093 Money
Market — — 500 219 373 — — — 1,092 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, Emerging Markets
Equity Fund, International Equity Index Fund, Emerging Markets Equity TIAA-CREF Funds ■ Statement of Additional Information B-49 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
speculative 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., U.S. residents and U.S. domestic corporations,
partnerships, trusts or estates). The discussion does not address special tax
rules applicable to certain classes of investors, such as qualified retirement
accounts or trusts, tax-exempt entities, insurance companies, banks and other
financial institutions or 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. B-50 Statement of Additional Information ■ TIAA-CREF Funds 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 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 TIAA-CREF Funds ■ Statement of Additional Information B-51 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 shares acquired will be adjusted to reflect the disallowed loss. Also, if a
shareholder who incurred a sales charge on the acquisition of shares of a Fund
sells his, her or its shares within 90 days of purchase and subsequently
acquires shares of another Fund of the Trust on which a sales charge normally
is imposed without paying such sales charge in accordance with the exchange
privilege described in the prospectuses, such shareholder will not be entitled
to include the amount of the sales charge in his, her or its basis in the
shares sold for purposes of determining gain or loss. In these cases, any gain
on the disposition of the shares of the Fund is increased, or loss decreased,
by the amount of the sales charge paid when the shares were acquired, and that
amount will increase the adjusted basis of the shares of the Fund subsequently
acquired. LONG-TERM CAPITAL GAINS In
general, non-corporate shareholders currently are subject to a maximum federal
income tax rate of 15% (or 0% in the case of individual investors who are in
the 10% or 15% tax bracket) on their net long-term capital gain (the excess of
net long-term capital gain over net short-term capital loss) for a taxable year
(including a long-term capital gain derived from an investment in the shares),
while other income may be taxed at rates as high as 35%. These maximum rates on
long-term capital gains apply to taxable years beginning prior to January 1,
2011. Without additional Congressional action, the maximum federal income tax
rate on capital gains for taxable years beginning on or after such date will be
20% (10% in the case of individual investors who are in the 10% or 15%
bracket). Corporate taxpayers currently are subject to federal income tax on
net capital gain at the maximum 35% rate also applied to ordinary income. Tax
rates imposed by states and local jurisdictions on capital gain and ordinary
income may differ. DEDUCTION OF CAPITAL LOSSES Non-corporate
shareholders with net capital losses for a year (i.e., capital losses in excess of capital gains) generally
may deduct up to $3,000 of such losses against their ordinary income each year;
any net capital losses of a non-corporate shareholder in excess of $3,000
generally may be carried forward and used in subsequent years as provided in
the Code. Corporate shareholders generally may not deduct any net capital
losses for a year, but may carryback such losses for three years or carry
forward such losses for five years. REPORTS TO SHAREHOLDERS The
Fund sends to each of their shareholders, as promptly as possible after the end
of each calendar year, a notice detailing on a per share and per distribution
basis, the amounts includible in such shareholder’s taxable income for such
year as ordinary income (including any portion eligible to be treated as
qualified dividend income or to be deducted pursuant to the dividends-received
deduction) and as long-term capital gain. In addition, the federal tax status
of each year’s distributions generally is reported to the IRS. BACKUP WITHHOLDING The
Trust may be required to withhold U.S. federal income tax (“backup
withholding”) from all distributions payable to: (1) any shareholder who fails
to furnish the Fund with his, her or its correct taxpayer identification number
or a certificate that the shareholder is exempt from backup withholding and (2)
any shareholder with respect to whom the IRS notifies the Fund that the shareholder
has failed to properly report certain interest and dividend income to the IRS
and to respond to notices to that effect. The backup withholding is not an
additional tax and may be returned or credited against a taxpayer’s regular
federal income tax liability if appropriate information is provided to the IRS. SHARES HELD IN CERTAIN CUSTODY ACCOUNTS Shares
held in custody accounts as permitted by Code Sections 403(b)(7) and 408 (IRAs)
are subject to special tax treatment. The federal income tax on earnings in
such accounts is deferred, and there are restrictions on the amounts that can
be B-52 Statement of Additional Information ■ TIAA-CREF Funds distributed
from such accounts without adverse federal income tax consequences for investors
in such accounts. Distributions from such accounts may be subject to taxation
as ordinary income in the year distributed and investors in such accounts may
have to pay a penalty tax for certain distributions. Shareholders invested
through such accounts should consult their tax adviser or TIAA-CREF for more
information. TREATMENT OF TAX-EXEMPT BOND FUND The
Tax-Exempt Bond Fund expects to qualify to pay “exempt-interest dividends”
which may be treated by shareholders as items of interest that is exempt from
regular federal income tax. (Distributions derived from net long-term capital
gains of the Tax-Exempt Bond Fund will ordinarily be taxable to shareholders as
long-term capital gains, and any distributions derived from taxable interest
income, net short-term capital gains and certain net realized foreign exchange
gains will be taxable to shareholders as ordinary income.) The recipient of
exempt-interest dividends is required to report such income on his or her
federal income tax returns, but if a shareholder borrows funds to purchase or
carry shares of the Tax-Exempt Bond Fund, interest paid on such debt is not
deductible. In addition, exempt-interest dividends will be taken into account
in determining the extent to which a shareholder’s Social Security or certain
railroad retirement benefits are taxable. Any losses realized by shareholders
who dispose of shares of the Tax-Exempt Bond Fund with a tax holding period of
six months or less are disallowed to the extent of any exempt-interest dividends
received with respect to such shares. The
Tax-Exempt Bond Fund may invest a portion of its assets in private activity
bonds, the interest from which (including the Fund’s distributions attributable
to such interest) may be a preference item for purposes of federal alternative
minimum tax (AMT), both individual and corporate. Income from securities that
is a preference item is included in the computation of the AMT and, in the case
of corporations, all exempt-interest income, whether or not attributable to
private activity bond interest, may increase a corporate shareholder’s
liability, if any, for AMT. Shareholders
who have not held shares of the Tax-Exempt Bond Fund for such fund’s full
taxable year may have designated as tax-exempt interest or as a tax-preference
item a percentage distribution which is not equal to the actual amount of
tax-exempt income or tax-preference income earned by the Fund during the period
of their investment. A
portion of the dividends to shareholders from the Tax-Exempt Bond Fund may be
exempt from state and local taxes. Income from investments in the shareholder’s
state of residence is generally tax-exempt. The Tax-Exempt Bond Fund will
direct the Transfer Agent to send shareholders a breakdown of income from each
state in order to aid them in preparing tax returns. Advisors
is responsible for decisions to buy and sell securities for the Funds as well
as for selecting brokers and, where applicable, negotiating the amount of the
commission rate paid. It is the intention of Advisors to place brokerage orders
with the objective of obtaining the best execution, which includes such factors
as best price, research and available data. Advisors may consider other factors,
including, among others, the broker’s reputation, specialized expertise,
special capabilities or efficiency. When purchasing or selling securities
traded on the over-the-counter market, Advisors generally will execute the
transactions with a broker engaged in making a market for such securities. When
Advisors deems the purchase or sale of a security to be in the best interests
of more than one Fund, it may, consistent with its fiduciary obligations,
decide either to buy or to sell a particular security for the Fund at the same
time as for other funds it may be managing, or that may be managed by its
affiliate, Investment Management, another investment adviser subsidiary of
TIAA. In that event, allocation of the securities purchased or sold, as well as
the expenses incurred in the transaction, will be made in an equitable manner. Domestic
brokerage commissions are negotiated, as there are no standard rates. All
brokerage firms provide the service of execution of the order made; some
brokerage firms also provide research and statistical data, and research
reports on particular companies and industries are customarily provided by
brokerage firms to large investors. In negotiating commissions, consideration
is given by Advisors to the quality of execution provided and to the use and
value of the data. The valuation of such data may be judged with reference to a
particular order or, alternatively, may be judged in terms of its value to the
overall management of the portfolio or the portfolios of other clients. Advisors
may place orders with brokers providing useful research and statistical data
services even if lower commissions may be available from brokers not providing
such services. When doing so, Advisors will determine in good faith that the
commissions negotiated are reasonable in relation to the value of the brokerage
and research provided by the broker viewed in terms of either that particular
transaction or of the overall responsibilities of Advisors to the Funds or
other clients. In reaching this determination, Advisors will not necessarily
place a specific dollar value on the brokerage or research services provided
nor determine what portion of the broker’s compensation should be related to
those services. Research
or services obtained for one Fund may be used by Advisors in managing other
Funds and other investment company clients and advisory clients of Advisors. If
such research or services are obtained for cash and not through the allocation
of brokerage commissions, then the expenses incurred will be allocated
equitably consistent with Advisors’ fiduciary duty to the other Funds. Research
or services obtained for the Trust also may be used by personnel of Advisors in
managing other investment company accounts, or by Investment Management for the
CREF accounts. If such research or services are obtained for TIAA-CREF Funds ■ Statement of Additional Information B-53 cash, the expenses incurred will be allocated in an equitable
manner consistent with the fiduciary obligations of personnel of Advisors to the Trust. The
following table shows the aggregate amount of brokerage commissions paid by the
Funds to firms that provided research services in fiscal year 2009 (except for
the Emerging Markets Equity and Emerging Markets Equity Index Funds, which were
not operational during this period). Note that the provision of research
services was not necessarily a factor in the placement of all this business
with these firms. Fund Commissions Growth & Income Fund $ 4,026,163.00 International Equity Fund $ 6,415,923.00 Large-Cap Growth Fund $ 3,016,169.00 Large-Cap Value Fund $ 5,051,053.00 Mid-Cap Growth Fund $ 935,564.00 Mid-Cap Value Fund $ 3,737,569.00 Small-Cap Equity Fund $ 313,970.00 Large-Cap Growth Index Fund $ 17,567.00 Large-Cap Value Index Fund $ 22,082.00 Equity Index Fund $ 48,514.00 S&P 500 Index Fund $ 16,140.00 Small-Cap Blend Index Fund $ 19,548.00 Enhanced International Equity Index Fund $ 203,915.00 Enhanced Large-Cap Growth Index Fund $ 102,067.00 Enhanced Large-Cap Value Index Fund $ 224,102 International Equity Index Fund $ 0.00 Social Choice Equity Fund $ 2,930.00 Real Estate Securities Fund $ 879,109.00 Fund 2007 2008 2009 Growth & Income Fund $ 612,223 $ 1,935,601 $ 4,345,332 International Equity Fund $ 5,329,865 $ 12,287,339 $ 6,471,455 Large-Cap Growth Fund $ 453,218 $ 1,873,780 $ 3,112,990 Large-Cap Value Fund $ 2,469,045 $ 4,036,405 $ 5,172,901 Mid-Cap Growth Fund $ 446,670 $ 767,767 $ 1,072,911 Mid-Cap Value Fund $ 922,692 $ 1,392,734 $ 3,738,695 Small-Cap Equity Fund $ 192,822 $ 250,082 $ 647,275 Large-Cap Growth Index Fund $ 47,524 $ 34,405 $ 27,241 Large-Cap Value Index Fund $ 51,441 $ 47,838 $ 37,510 Equity Index Fund $ 58,945 $ 44,469 $ 65,934 S&P 500 Index Fund $ 32,561 $ 51,621 $ 32,204 Small-Cap Blend Index Fund $ 31,806 $ 24,930 $ 46,834 Enhanced International Equity
Index Fund* $ — $ 108,513 $ 205,539 Enhanced Large-Cap Growth Index
Fund* $ — $ 29,904 $ 214,119 Enhanced Large-Cap Value Index
Fund* $ — $ 32,604 $ 301,841 International Equity Index Fund $ 215,463 $ 317,802 $ 311,596 Social Choice Equity Fund $ 19,611 $ 28,733 $ 26,068 Real Estate Securities Fund $ 1,394,864 $ 929,526 $ 912,257 * These
three funds were not operational during the fiscal year ended September 30, 2007. During
the fiscal year ended September 30, 2009, certain of the Funds acquired
securities of certain regular brokers or dealers (or such term is defined under
Rule 10b-1 of the Investment Company Act of 1940) or their parents. These
entities and the value of a Fund’s aggregate holdings in the securities of
those entities, as of September 30, 2009, are set forth below: REGULAR BROKER OR DEALER BASED ON BROKERAGE COMMISSIONS PAID Fund Broker Parent Holdings Growth & Income Fund Bank of America Corp Bank of America Corp 24,304,344.84 Goldman Sachs Group Inc Goldman Sachs Group Inc 23,768,245.50 Wells Fargo & Co Wells Fargo & Co 17,316,976.34 Citigroup Inc Citigroup Inc 10,407,916.64 State Street Corp State Street Corp 9,082,547.20 MF Global Ltd MF Global Ltd 2,727,653.11 International Equity Fund HSBC Holdings PLC HSBC Holdings PLC 28,532,539.88 Sumitomo Mitsui Financial Gr Sumitomo Mitsui Financial Gr 12,497,626.63 Nomura Holdings Inc Nomura Holdings Inc 2,296,986.65 Societe Generale Societe Generale 1,655,314.05 Large-Cap Growth Fund Goldman Sachs Group Inc Goldman Sachs Group Inc 22,889,633.40 JPMorgan Chase & Co JPMorgan Chase & Co 6,862,518.74 Morgan Stanley Morgan Stanley 6,224,296.32 Schwab (Charles) Corp Schwab (Charles) Corp 6,123,174.20 Large-Cap Value Fund Bank of America Corp 28,071,041.40 JPMorgan Chase & Co JPMorgan Chase & Co 24,862,679.24 Wells Fargo & Co Wells Fargo & Co 20,329,643.78 Goldman Sachs Group Inc Goldman Sachs Group Inc 18,738,255.75 Citigroup Inc Citigroup Inc 16,323,146.84 State Street Corp State Street Corp 14,060,190.40 Morgan Stanley Morgan Stanley 3,129,193.92 Mid-Cap Growth Fund No Holdings No Holdings Mid-Cap Value Fund State Street Corp State Street Corp 4,668,565.60 Fifth Third Bancorp Fifth Third Bancorp 3,849,400.00 Jefferies Group Inc (New) Jefferies Group Inc (New) 2,471,095.27 Schwab (Charles) Corp Schwab (Charles) Corp 1,876,700.00 BB&T Corp BB&T Corp 1,158,517.20 Small-Cap Equity Fund Knight Capital Group Inc-A Knight Capital Group Inc-A 3,029,775.00 Susquehanna Susquehanna 1,030,873.69 Bancshares Inc. Bancshares Inc. Stifel Financial Corp Stifel Financial Corp 903,105.00 Oppenheimer Oppenheimer 219,150.00 Holdings-CL A Holdings-CL A Large-Cap Growth Index Fund Wells Fargo & Co Wells Fargo & Co 1,706,552.62 Schwab (Charles) Corp Schwab (Charles) Corp 1,571,410.70 State Street Corp State Street Corp 1,196,176.60 Morgan Stanley Morgan Stanley 826,472.32 Goldman Sachs Group Inc Goldman Sachs Group Inc 492,951.90 TD Ameritrade Holding Corp TD Ameritrade Holding Corp 439,527.24 Lazard Ltd-CL A Lazard Ltd-CL A 275,537.70 Jefferies Group Inc (New) Jefferies Group Inc (New) 196,709.52 Investment Technology Group Investment Technology Group 9,492.80 B-54 Statement of Additional Information ■ TIAA-CREF Funds REGULAR BROKER OR DEALER BASED ON BROKERAGE Fund Broker Parent Holdings Large-Cap Value Index Fund JPMorgan Chase & Co JPMorgan Chase & Co 15,336,561.80 Bank of America Corp Bank of America Corp 13,628,687.76 Wells Fargo & Co Wells Fargo & Co 10,631,271.34 Goldman Sachs Group Inc Goldman Sachs Group Inc 8,119,511.40 Citigroup Inc Citigroup Inc 6,844,587.64 Morgan Stanley Morgan Stanley 3,014,907.04 BB&T Corp BB&T Corp 1,742,924.16 State Street Corp State Street Corp 1,145,996.20 Fifth Third Bancorp Fifth Third Bancorp 765,260.72 Raymond James Financial Inc Raymond James Financial Inc 217,854.24 Popular Inc Popular Inc 168,518.01 Investment Technology Group Investment Technology Group 99,953.60 Jefferies Group Inc Jefferies Group Inc 69,245.89 Equity Index Fund JPMorgan Chase & Co JPMorgan Chase & Co 21,314,573.84 Bank of America Corp Bank of America Corp 18,950,569.20 Wells Fargo & Co Wells Fargo & Co 17,336,054.20 Goldman Sachs Group Inc Goldman Sachs Group Inc 12,014,642.55 Citigroup Inc Citigroup Inc 9,487,716.48 Morgan Stanley Morgan Stanley 5,445,965.92 State Street Corp State Street Corp 3,342,572.20 BB&T Corp BB&T Corp 2,419,266.12 Schwab (Charles) Corp Schwab (Charles) Corp 2,361,922.70 Fifth Third Bancorp Fifth Third Bancorp 1,042,974.67 TD Ameritrade Holding Corp TD Ameritrade Holding Corp 665,431.92 Jefferies Group Inc (New) Jefferies Group Inc (New) 411,363.61 Lazard Ltd-CL A Lazard Ltd-CL A 402,772.50 Raymond James Financial Inc Raymond James Financial Inc 295,888.80 Knight Capital Group Inc-A Knight Capital Group Inc-A 265,589.25 Popular Inc Popular Inc 234,159.86 Stifel Financial Corp Stifel Financial Corp 195,059.70 Investment Technology Group Investment Technology Group 157,385.04 KBW Inc KBW Inc 146,375.46 Piper Jaffray Cos Piper Jaffray Cos 121,351.96 MF Global Ltd MF Global Ltd 100,311.46 Susquehanna Bancshares Inc Susquehanna Bancshares Inc 65,561.59 Broadpoint Gleacher Securities Group Inc Broadpoint Gleacher Securities Group Inc 38,222.22 LaBranche & Co Inc LaBranche & Co Inc 34,601.80 Oppenheimer Holdings-CL A Oppenheimer Holdings-CL A 30,364.45 FBR Capital Markets Corp FBR Capital Markets Corp 16,491.33 Thomas Weisel Partners Group Thomas Weisel Partners Group 11,555.76 REGULAR BROKER OR DEALER BASED ON BROKERAGE Fund Broker Parent Holdings S&P 500 Index Fund JPMorgan Chase & Co JPMorgan Chase & Co 20,359,648.40 Bank of America Corp Bank of America Corp 17,329,734.72 Wells Fargo & Co Wells Fargo & Co 15,557,135.34 Goldman Sachs Group Inc Goldman Sachs Group Inc 11,134,371.30 Citigroup Inc Citigroup Inc 7,456,842.80 Morgan Stanley Morgan Stanley 4,943,795.36 State Street Corp State Street Corp 3,093,616.40 BB&T Corp BB&T Corp 2,195,979.84 Schwab (Charles) Corp Schwab (Charles) Corp 2,144,397.85 Fifth Third Bancorp Fifth Third Bancorp 952,301.04 Small-Cap Blend Index Fund Stifel Financial Corp Stifel Financial Corp 1,100,854.80 KBW Inc KBW Inc 758,845.44 Piper Jaffray Cos Piper Jaffray Cos 634,962.32 MF Global Ltd MF Global Ltd 472,855.34 Susquehanna Bancshares Inc Susquehanna Bancshares Inc 343,263.31 Broadpoint Gleacher Securities Group Inc Broadpoint Gleacher Securities Group Inc 289,281.24 Oppenheimer Holdings-CL A Oppenheimer Holdings-CL A 155,742.60 LaBranche & Co Inc LaBranche & Co Inc 127,472.80 Thomas Weisel Partners Group Thomas Weisel Partners Group 74,909.52 FBR Capital Markets Corp FBR Capital Markets Corp 72,245.19 Enhanced International Equity Index Fund HSBC Holdings PLC HSBC Holdings PLC 6,245,226.26 Banco Santander SA Banco Santander SA 6,078,001.26 BNP Paribas BNP Paribas 3,073,379.91 Societe Generale Societe Generale 2,093,702.95 Sumitomo Mitsui Financial Gr Sumitomo Mitsui Financial Gr 1,220,048.03 Macquarie Group Ltd Macquarie Group Ltd 204,998.14 Nomura Holdings Inc Nomura Holdings Inc 176,643.77 Mizuho Securities Co Ltd Mizuho Securities Co Ltd 157,044.73 Enhanced Large-Cap Growth Index Fund Wells Fargo & Co Wells Fargo & Co 2,547,472.00 TD Ameritrade Holding Corp TD Ameritrade Holding Corp 2,050,290.00 Goldman Sachs Group Inc Goldman Sachs Group Inc 1,861,935.00 Schwab (Charles) Corp Schwab (Charles) Corp 1,311,775.00 Morgan Stanley Morgan Stanley 963,456.00 Lazard Ltd-CL A Lazard Ltd-CL A 210,681.00 Investment Technology Group Investment Technology Group 103,304.00 TIAA-CREF Funds ■ Statement of Additional Information B-55 REGULAR BROKER OR DEALER BASED ON BROKERAGE Fund Broker Parent Holdings Enhanced Large-Cap Value Index Fund JPMorgan Chase & Co JPMorgan Chase & Co 17,566,298.68 Bank of America Corp Bank of America Corp 13,779,512.64 Wells Fargo & Co Wells Fargo & Co 11,339,265.66 Goldman Sachs Goldman Sachs 10,208,934.30 Citigroup Inc Citigroup Inc 6,913,252.72 Morgan Stanley Morgan Stanley 3,217,418.08 State Street Corp State Street Corp 1,773,303.80 BB&T Corp BB&T Corp 1,226,889.60 Fifth Third Bancorp Fifth Third Bancorp 632,618.50 Raymond James Raymond James 590,706.72 Investment Technology Investment Technology 527,073.76 International Equity Index Fund HSBC Holdings PLC HSBC Holdings PLC 23,508,870.88 Banco Santander SA Banco Santander SA 15,576,866.97 BNP Paribas BNP Paribas 7,928,983.38 Societe Generale Societe Generale 4,436,466.75 Sumitomo Mitsui Sumitomo Mitsui 3,775,506.79 Macquarie Group Ltd Macquarie Group Ltd 1,867,916.47 Nomura Holdings Inc Nomura Holdings Inc 1,843,642.15 Royal Bank of Scotland Royal Bank of Scotland 1,694,859.00 Skandinaviska Enskilda Skandinaviska Enskilda 1,214,538.85 BAN-A BAN-A Mizuho Securities Co Ltd Mizuho Securities Co Ltd 248,349.81 Social Choice Equity Fund Wells Fargo & Co Wells Fargo & Co 11,515,193.40 State Street Corp State Street Corp 3,092,880.00 Schwab (Charles) Corp Schwab (Charles) Corp 3,050,901.40 BB&T Corp BB&T Corp 2,259,231.12 Fifth Third Bancorp Fifth Third Bancorp 1,126,050.80 Popular Inc Popular Inc 30,657.39 Investment Technology Investment Technology 4,271.76 REGULAR BROKER OR DEALER BASED ON ENTITIES ACTING AS PRINCIPALS Fund Broker Parent Holdings Growth & Income Fund Bank of America Corp Bank of America Corp 24,304,344.84 Goldman Sachs Goldman Sachs 23,768,245.50 Merrill Lynch & Co Inc Merrill Lynch & Co Inc 0.00 Morgan Stanley Morgan Stanley 0.00 Large-Cap Growth Fund Bank of America Corp Bank of America Corp 0.00 Goldman Sachs Goldman Sachs 22,889,633.40 Large-Cap Value Fund Bank of America Corp Bank of America Corp 28,071,041.40 Goldman Sachs Goldman Sachs 18,738,255.75 Morgan Stanley Morgan Stanley 3,129,193.92 Nomura Holdings Inc Nomura Holdings Inc 0.00 Large-Cap Growth Index Fund Investment Technology Investment Technology 9,492.80 Large-Cap Value Index Fund Investment Technology Investment Technology 99,953.60 Equity Index Fund S&P 500 Index Fund Enhanced Large-Cap Growth Index Fund Goldman Sachs Goldman Sachs Investment Technology Investment Technology 103,304.00 Enhanced Large-Cap Value Index Fund Bank of America Corp Bank of America Corp 13,779,512.64 Goldman Sachs Goldman Sachs 10,208,934.30 Investment Technology Investment Technology 527,073.76 Morgan Stanley Morgan Stanley 3,217,418.08 Social Choice Equity Fund B-56 Statement of Additional Information ■ TIAA-CREF Funds In
accordance with the 1940 Act, as amended, the Funds have adopted a policy
prohibiting the Funds to compensate brokers or dealers for the sale or
promotion of Fund shares by the direction of portfolio securities transactions
for the Funds to such brokers or dealers. In addition, Advisors has instituted
policies and procedures so that Advisors’ personnel do not violate this policy
of the Funds. All
matters of applicable state law pertaining to the Funds have been passed upon
by Jonathan Feigelson, Senior Vice President, General Counsel of the Trust (and
TIAA and CREF). Dechert LLP serves as legal counsel to the Funds and has provided
advice to the Funds related to certain matters under the federal securities
laws. TIAA-CREF Funds ■ Statement of Additional Information B-57 TIAA-CREF POLICY STATEMENT ON CORPORATE GOVERNANCE TABLE OF CONTENTS B-58 B-59 B-59 B-60 B-60 B-60 B-61 B-61 B-63 B-64 B-64 B-64 B-64 B-65 B-65 B-65 B-65 B-65 B-66 B-67 B-67 B-67 B-68 B-68 B-68 B-69 I. Introduction; Historical Perspective The
mission of Teachers Insurance and Annuity Association-College Retirement
Equities Fund (TIAA-CREF) is to “forward the cause of education and promote the
welfare of the teaching profession and other charitable purposes” by helping secure
the financial future of our participants who have entrusted us with their
retirement savings. TIAA
and CREF’s boards of trustees and management have developed investment
strategies that are designed to accomplish this mission through a variety of
asset classes and risk/reward parameters, including investments in the equity
securities of domestic, international and emerging-market companies. TIAA-CREF
is a long-term investor. Whether our investment is in equity, debt, derivatives
or other types of securities, we recognize our responsibility to monitor the
activities of portfolio companies. We believe that sound governance practices
and responsible corporate behavior contribute significantly to the long-term
performance of public companies. Accordingly, our mission and fiduciary duty
require us to monitor and engage with portfolio companies and to promote better
corporate governance and social responsibility. TIAA-CREF
was one of the first institutional investors to engage with companies on issues
of corporate governance. During the 1970s and 1980s, the governance movement
focused primarily on the protection of shareholder interests in the context of
takeovers and contests for control. TIAA-CREF took a leadership role in opposing
abusive antitakeover provisions and management entrenchment devices such as
dead-hand poison pills. During the 1990s and following the collapse of the
bubble market, governance has focused on director independence, board
diversity, board committee structure, shareholder rights, accounting for
options and executive compensation disclosure. Most recently, TIAA-CREF has led
the movement to establish majority voting in director elections, as set forth
in this Policy Statement. Corporate governance standards and best practices are
now recognized as an essential means to protect shareholder rights, ensure
management and board accountability and promote maximum performance. TIAA-CREF
is also concerned about issues of corporate social responsibility, which we
have been addressing for more than three decades. In the 1970s we were one of
the first institutional investors to engage in dialogue with portfolio
companies on issues of automotive safety in the United States and apartheid
policies in South Africa. Since then we have maintained a strong commitment to
responsible investing and good corporate citizenship. Recognizing that many of
our participants have strong views on social issues, in 1990 we introduced the
CREF Social Choice Account to provide an investment vehicle that gives special
consideration to social concerns. The Account invests only in companies that
meet specified environmental, social and governance criteria. In
keeping with our mission and fiduciary duty, TIAA-CREF continues to establish
policies and engage with companies on governance, environmental, social and
performance issues. We believe that, consistent with their business judgment,
companies and boards should: (i) pay careful attention to their governance,
environmental and social practices; (ii) analyze the strategic impact of these
issues on their business; and (iii) fully disclose their policies and decisions
to shareholders. We expect boards and managers to engage constructively with us
and other shareholders concerned about these issues. TIAA-CREF
recognizes that corporate governance standards must balance two goals —
protecting the interests of shareholders while respecting the duty of boards
and managers to direct and manage the affairs of the corporation. The corporate
governance policies set forth in this Policy Statement seek to ensure board and
management accountability, sustain a culture of integrity, contribute to the
strength and continuity of corporate leadership and promote the long-term
growth and profitability of the business enterprise. At the same time, these
policies are designed to safeguard our rights as shareholders and provide an
active and vigilant line of defense against fraud, breaches of integrity and
abuses of authority. This
is the fifth edition of this Policy Statement, which is reviewed and revised
periodically by the TIAA and CREF boards of trustees. The TIAA and CREF boards
have delegated oversight of TIAA-CREF’s corporate governance program, including B-58 Statement of Additional Information ■ TIAA-CREF Funds development and
establishment of policies, to the joint Committee on Corporate Governance and
Social Responsibility, which is composed of independent trustees. This edition
reflects current developments in corporate governance, social and environmental
policy, technology, market structure, globalization, cross-border and
emerging-market investing and proxy voting. For example, this edition includes
new voting guidelines and highlights certain recent watershed events in
corporate governance such as (i) adoption of the majority voting standard for
director elections; (ii) enhanced disclosure regarding executive compensation
as required by new SEC rules; and (iii) evolving research on the economic
impact of companies’ environmental and social practices. Although
many of the specific policies in this Statement relate primarily to companies
incorporated in the United States, the underlying principles apply to all
public companies in which TIAA-CREF invests throughout the world. TIAA-CREF’s
portfolio has become increasingly diversified internationally during the past
decade. We have made substantial efforts to promote good corporate governance
principles and practices at both the domestic and international level. TIAA-CREF
believes that a company whose board and executive management adopt sound
corporate governance principles will set the right “tone at the top” and
thereby reinforce an ethical business culture governing all its dealings with
customers, employees, regulators and the communities it serves. We view this
Policy Statement as the basis for collaborative efforts by investors and
companies to promote good corporate governance and to ensure that companies
establish the right “tone at the top.” This
Policy Statement is intended to inform our clients and participants, portfolio
companies, regulators, advocacy groups and other institutional investors about
our governance policies. It serves as a basis for dialogue with boards of
directors and senior managers. The Policy Statement is posted on our website
(www.tiaa-cref.org). As owners of equity
securities, shareholders rely primarily on a corporation’s board of directors
to protect their interests. Unlike other groups that do business with the
corporation (e.g., customers, suppliers and lenders), holders of common stock
have no clear contractual protection of their interests. Instead, they place
their trust in the directors, whom they elect, and use their right to vote at
shareholder meetings to ensure the accountability of the board. We believe that
the basic rights and principles set forth below should be guaranteed and should
govern the conduct of every publicly traded company. 1. Each
Director Should Represent All Shareholders. Shareholders should have the right to
expect that each director is acting in the interest of all shareholders and
not that of a particular constituent, special interest group or dominant
shareholder. 2. One
Share, One Vote. Shareholders
should have the right to vote in proportion to their economic stake in the
company. Each share of common stock should have one vote. The board should
not create multiple classes of common stock with disparate or “super” voting
rights, nor should it give itself the discretion to cap voting
rights that reduce the proportional representation of larger shareholdings. 3. Financial
Equality. All
shareholders should receive fair and equal financial treatment. We support
measures designed to avoid preferential treatment of any shareholder. 4. Confidential
Voting. Shareholders
should be able to cast proxy votes in a confidential manner. Tabulation
should be conducted by an Inspector of Election who is independent of
management. In a contest for control, it may be appropriate to modify
confidentiality provisions in order to ensure the accuracy and fairness of
the voting results. 5. Vote
Requirements. Shareholders
should have the right to approve matters submitted for their consideration
with a majority of the votes cast. The board should not impose super-majority
vote requirements, except in unusual cases where necessary to protect the
interests of minority shareholders. Abstentions should not be included in the
vote tabulation, except for purposes of determining whether a quorum is
present. Shareholder votes cast “for” or “against” a proposal should be the
only votes counted. The board should not
combine or “bundle” disparate issues and present them for a single vote.
Shareholders should have the right to vote on each separate and distinct
issue. 6. Authorization
and Issuance of Stock. Shareholders should have the right to approve the authorization of
shares of common stock and the issuance of shares for corporate purposes in
order to ensure that such actions serve a valid purpose and are consistent
with shareholder interests. 7. Antitakeover
Provisions. Shareholders
should have the right to approve any provisions that alter fundamental
shareholder rights and powers. This includes poison pills and other
antitakeover devices. We strongly oppose antitakeover plans that contain
“continuing director” or “deferred redemption” provisions limiting the
discretion of a future board to redeem the plan. We believe that antitakeover
measures should be limited by reasonable expiration periods. 8. State of
Incorporation. Many
states have adopted statutes that protect companies from takeovers, in some
cases through laws that interfere with or dilute directors’ accountability to
shareholders. We will not support proposals to reincorporate to a new
domicile if we believe the primary objective is to take advantage of laws or
judicial interpretations that provide antitakeover protection or otherwise
reduce shareholder rights. 9. Board
Communication. Shareholders
should have the ability to communicate with the board of directors. In
accordance with SEC rules, companies should adopt and disclose procedures for
shareholders to communicate their views and concerns directly to board
members. 10. Ratification
of Auditors. Shareholders
should have the right to vote annually on the ratification of auditors. III. Director Elections — Majority Voting As
a matter of principle, TIAA-CREF endorses the majority vote standard in
director elections, including the right to vote for, against or abstain on
director candidates. We believe that the TIAA-CREF Funds ■ Statement of Additional Information B-59 lack of majority voting
reduces board accountability and causes shareholder activism to be
confrontational and adversarial. Developed
markets outside the United States routinely mandate majority voting along with
the right to vote against directors and to convene special meetings. TIAA-CREF
has long practiced an “engagement” model of shareholder activism, characterized
by dialogue and private negotiation in our dealings with portfolio companies.
We believe that majority voting increases the effectiveness of shareholder
engagement initiatives and reduces the need for aggressive tactics such as
publicity campaigns, proxy contests, litigation and other adversarial
strategies that can be disruptive, time-consuming and costly. The
TIAA and CREF boards have adopted the following policy on director elections: TIAA-CREF
Policy on Director Elections 1. Directors should be
elected by a majority rather than a plurality of votes cast.* 2. In the election of
directors, shareholders should have the right to vote “for,” “against,” or
“abstain.” 3. In any election where
there are more candidates on the proxy than seats to be filled, directors
should be elected by a plurality of votes cast.* 4. To be elected, a candidate
should receive more votes “for” than “against” or “withhold,” regardless of
whether a company requires a majority or plurality vote. 5. Any incumbent candidate in
an uncontested election who fails to receive a majority of votes cast should
be required to tender an irrevocable letter of resignation to the board. The
board should decide promptly whether to accept the resignation or to seat the
incumbent candidate and should disclose the reasons for its decision. 6. The requirement for a
majority vote in director elections should be set forth in the company’s
charter or bylaws, subject to amendment by a majority vote of shareholders. 7. Where a company seeks to
opt out of the majority vote standard, approval by a majority vote of
shareholders should be required. * Votes cast should include
“withholds.” Votes cast should not include “abstains,” except that “abstains”
should be counted as present for quorum. The
board of directors is responsible for (i) overseeing the development of the
corporation’s long-term business strategy and monitoring its implementation;
(ii) assuring the corporation’s financial and legal integrity; (iii) developing
compensation and succession planning policies; (iv) ensuring management
accountability; and (v) representing the long-term interests of shareholders. To
fulfill these responsibilities, the board must establish good governance
policies and practices. Good governance is essential to the board’s fulfillment
of its duties of care and loyalty, which must be exercised in good faith.
Shareholders in turn are obligated to monitor the board’s activities and hold
directors accountable for the fulfillment of their duties. Board
committees play a critical governance role. Boards should constitute both
standing and ad hoc committees to provide expertise, independent judgment and
knowledge of shareholder interests in the specific disciplines they oversee.
The full board should maintain overall responsibility for the work of the
committees and for the long-term success of the corporation. TIAA-CREF
will closely monitor board performance, activities and disclosure. We will
normally vote in favor of the board’s nominees. However, we will consider
withholding or voting against an individual director, a committee chair, the
members of a committee, or from the entire board in uncontested elections where
our trustees conclude that directors’ qualifications or actions are
questionable and their election would not be in the interests of shareholders.
(See “Policy Governing Votes on Directors”). In contested elections, we will
vote for the candidates we believe will best represent the interests of
shareholders. V. Board Structure and Processes 1.
Director Independence. The
board should be composed of a substantial majority of independent directors.
Director independence is a principle long advocated by TIAA-CREF that is now
widely accepted as the keystone of good corporate governance. The
definition of independence should not be limited to stock exchange listing
standards. At a minimum, we believe that to be independent a director and his
or her immediate family members should have no present or recent employment
with the company, nor any substantial connection of a personal or financial
nature other than ownership of equity in the company. Independence requirements
should be interpreted broadly to ensure there is no conflict of interest, in
fact or in appearance, that might compromise a director’s objectivity and
loyalty to shareholders. An
independent director should not provide services to the company or be
affiliated with an organization that provides goods or services to the company
if a disinterested observer would consider the relationship “substantial.” Director
independence may sometimes be influenced by factors not subject to disclosure.
Personal or business relationships, even without a financial component, can
compromise independence. Boards should periodically evaluate the independence
of each director based on all relevant information and should disclose their
findings to shareholders. 2.
Director Qualifications. The board should be composed of individuals who can contribute
expertise and judgment, based on their professional qualifications and business
experience. The board should reflect a diversity of background and experience.
As required by SEC rules for service on the audit committee, at least one
director should qualify as a financial expert. All directors should be prepared
to devote substantial time and effort to board duties, taking into account
their other professional responsibilities and board memberships. 3.
Director Election. TIAA-CREF
believes that directors should be elected annually by a majority of votes cast,
as discussed in Section III. The requirement for annual election and a majority
vote in director elections should be set forth in the company’s charter or
bylaws. B-60 Statement of Additional Information ■ TIAA-CREF Funds 4.
Discretionary Broker Voting. TIAA-CREF supports the proposal by the New York Stock Exchange to amend
NYSE Rule 452, thereby eliminating the practice of brokers voting “street name”
shares for directors in the absence of instructions from their customers. 5.
Director Nomination and Access. As required by SEC regulations, boards should establish and disclose
the process by which shareholders can submit nominations. TIAA-CREF believes
that shareholders should have the right to submit resolutions asking companies
to establish procedures and conditions for shareholders to place their director
nominees on the company’s proxy and ballot. 6.
Director Stock Ownership. Directors should have a direct, personal and meaningful investment in
the common stock of the company. We believe that stock ownership helps align
board members’ interests with those of shareholders. The definition of a
meaningful investment will vary depending on directors’ individual
circumstances. Director compensation programs should include shares of stock or
restricted stock. TIAA-CREF discourages stock options as a form of director
compensation, as they are less effectively aligned with the long-term interests
of shareholders. 7.
Director Education. Companies
should encourage directors to attend education programs offered by the company
as well as those offered externally. Directors should also receive training to
increase their knowledge and understanding of the company’s businesses and
operations. They should enroll in education programs to improve their
professional competence and understanding of their responsibilities. 8.
Disclosure of Monetary Arrangements. Any monetary arrangements between the company and directors outside
normal board activities should be approved by the board and disclosed to
shareholders. Such monetary arrangements are generally discouraged, as they may
compromise a director’s independence. 9.
Other Board Commitments. To ensure that directors are able to devote the necessary time and
energy to fulfill their board responsibilities, companies should establish
policies limiting the number of public company boards that directors may serve
on. As recommended by listing rules, companies should disclose whether any
audit committee member serves on the audit committees of three or more public
companies. 1.
Monitoring and Oversight. In fulfilling its duty to monitor the management of the corporate
enterprise, the board should: (i) be a model of integrity and inspire a culture
of responsible behavior and high ethical standards; (ii) ensure that corporate
resources are used only for appropriate business purposes; (iii) mandate strong
internal controls, avoid conflicts of interest, promote fiscal accountability
and ensure compliance with applicable laws and regulations; (iv) implement
procedures to ensure that the board is promptly informed of any violations of
corporate standards; (v) through the Audit Committee, engage directly in the
selection and oversight of the corporation’s external audit firm; and (vi) develop,
disclose and enforce a clear and meaningful set of corporate governance
principles. 2.
Strategic Business Planning. The board should participate with management in the development of the
company’s strategic business plan and should engage in a comprehensive review
of strategy with management at least annually. The board should monitor the
company’s performance and strategic direction, while holding management
responsible for implementing the strategic plan. 3.
CEO Selection, Evaluation and Succession Planning. One of the board’s most important
responsibilities is the selection, development and evaluation of executive
leadership. Strong, stable leadership with proper values is critical to the
success of the corporate enterprise. The board, with the active involvement of
its compensation committee, should continuously monitor and evaluate the CEO
and senior executives, and should establish a succession plan to develop
executive talent and ensure continuity of leadership. The
CEO evaluation process should be continuous and should be based on clearly
defined corporate strategic goals as well as personal performance goals.
Financial and nonfinancial metrics used to evaluate executive performance
should be disclosed. Both the nominating and compensation committees, as
discussed below, should participate in CEO evaluation and succession planning. The
succession plan should identify high potential executives within the company
and should provide them with a clear career development path. Effective
succession planning should seek to develop senior managers capable of replacing
the CEO whenever the need for change might occur. 4.
Equity Policy. The
board should develop an equity policy that determines the proportion of the
company’s stock to be made available for compensation and other purposes. The
equity policy should be disclosed to shareholders in the Compensation
Discussion and Analysis (CD&A). The policy should establish clear limits on
the number of shares to be used for options and other forms of equity grants.
The policy should set forth the goals of equity compensation and their links to
performance. C. Board Operation and Organization 1.
Annual Elections. All
directors should stand for election annually. A classified board structure,
particularly in combination with takeover defenses such as a “poison pill”
shareholder rights plan, can be a significant impediment to changes in control.
Moreover, a classified board structure can limit a board’s ability to remove an
underperforming director. 2.
Board Size. The board
should be large enough to provide expertise and diversity and allow key
committees to be staffed with independent directors, but small enough to
encourage collegial deliberation with the active participation of all members. 3.
Executive Sessions. The
full board and each board committee should hold regular executive sessions at
which no member of management is present. Executive sessions foster a culture
of independence and provide opportunities for directors to engage in open
discussion of issues that might be inhibited by the presence of management.
Executive sessions can be used to evaluate CEO performance, discuss executive
compensation and deal with internal board matters. 4.
Board Evaluation. The
board should conduct an annual evaluation of its performance and that of its
key committees. TIAA-CREF Funds ■ Statement of Additional Information B-61 Evaluation criteria linked
to board and committee responsibilities and goals should be set forth in the
charter and governance policies. In addition to providing director orientation
and education, the board should consider other ways to strengthen director
performance, including individual director evaluations. 5.
Director Retirement Policy. Although TIAA-CREF does not support arbitrary limits on the length of
director service, we believe boards should establish a formal director
retirement policy. A director retirement policy can contribute to board
stability, vitality and renewal. 6.
Indemnification and Liability. Directors should be fully accountable and should not be indemnified for
fraud, gross negligence or failure to fulfill their duties of care and loyalty.
Exclusive of such extreme conduct, it is appropriate for companies to indemnify
directors for liability and legal expenses that arise in connection with their
board service. Role
of the Chairman. In
the past, TIAA-CREF has not expressed a preference as to whether the positions
of CEO and chairman should be separate or whether a lead or presiding director
should be designated. However, in recent years public confidence in board
independence has been undermined by an array of scandals, fraud, accounting
restatements, options backdating, abuses in CEO compensation, perquisites and
special privileges. These issues have highlighted the need for boards to be
(and to be perceived as) fully independent, cost conscious, free of conflicts,
protective of shareholder interests and capable of objectivity, toughness and
independence in their oversight of executive management. For
these reasons we recognize that separation of CEO and chair or appointment of a
lead director may be appropriate in certain cases. Accordingly, although we do
not have a strict policy, we will generally support appointment of a lead
director in cases where the roles of CEO and board chair are not separate. Committee
Structure. Under
existing regulations, boards are required to establish three standing
committees — an audit committee, a compensation committee and a
nominating/governance committee — all composed exclusively of independent
directors. The credibility of the board will depend in large part on the
vigorous demonstration of independence by these standing committees. Boards
should also establish additional committees as needed to fulfill their duties.
These may include executive, corporate governance, finance, technology,
investment, customers and product, operations and human resources committees. Each
board committee should adopt and disclose to shareholders a charter that
clearly sets forth its responsibilities. Each
committee should have the power to hire independent experts and advisors. Each
committee should report to the full board on the issues and decisions for which
it is responsible. Whenever
a company is the subject of a shareholder engagement initiative or resolution,
the appropriate committee should review the matter and the proposed management
response. • Compensation
Committee The
Compensation Committee, composed of independent directors, is responsible for
oversight of the company’s compensation and benefit programs, including
performance-based plans and policies that attract,
motivate, retain and incentivize executive leadership to create long-term
shareholder value. Committee members should have an understanding of
competitive compensation and be able to critically compare the company’s plans
and practices to those offered by the company’s peers. Committee members should
be independent-minded, well informed, capable of dealing with sensitive
decisions and scrupulous about avoiding conflicts of interest. Committee
members should understand the relationship of individual components of
compensation to total compensation. The
Compensation Committee should be substantively involved in the following
activities: • Establishing goals and
evaluating the performance of the CEO and executive management against those
goals; • Determining the
compensation of the CEO and executive management and recommending it to the
board for approval; • Reviewing and approving
the company’s compensation policies; • Ensuring that a strong
executive team is in place; • Working closely with the
Corporate Governance/ Nominating Committee to ensure continuity of leadership
and effective succession planning; • Ensuring the consistency
of pay practices at all levels throughout the company; • Establishing clear
compensation metrics and practical incentives that will motivate superior
executive performance while avoiding waste and excess, particularly in
deferred compensation and perquisites; and • Ensuring that the
company’s compensation disclosures meet SEC requirements and explain clearly
to investors how pay and performance are linked. The
Compensation Committee may retain independent consultants to provide technical
advice and comparative pay data. However, survey-based information is only one
of many factors guiding compensation and should be evaluated carefully in the
context of each company’s circumstances and business goals. The Compensation
Committee should be responsible for defining the scope of the consultant’s
engagement, including pay. In accordance with new SEC rules, the nature and
scope of the consultant’s work should be disclosed to shareholders. The
Compensation Committee is responsible for preparing the annual Compensation
Committee Report and should participate substantively in the preparation of
management’s Compensation Discussion and Analysis (CD&A). These reports
should describe each element of the compensation program and should include
sufficient detail relating to the program’s rationale, goals and metrics to
enable shareholders to understand how compensation is intended to work, what it
costs, how it is linked to the company’s performance and how it will create
long-term value. • Audit Committee The
Audit Committee oversees the company’s accounting, compliance and risk
management practices. It is responsible for ensuring the financial integrity of
the business. The Audit Committee operates at the intersection of the board, management,
independent auditors and internal auditors. It has sole B-62 Statement of Additional Information ■ TIAA-CREF Funds authority to hire and fire
the corporation’s independent auditors and to set and approve their
compensation. The
Audit Committee should: • Ensure that the auditor’s
independence is not compromised by any conflicts; • Establish limits on the
type and amount of nonaudit services that the audit firm may provide to the
company; • Require periodic
submission of the audit contract to competitive bids; and • Limit the company’s hiring
of employees from the audit firm consistent with legal requirements and be
promptly informed when such hiring occurs. In
addition to selecting the independent auditors and ensuring the quality and
integrity of the company’s financial statements, the Audit Committee is
responsible for the adequacy and effectiveness of the company’s internal
controls and the effectiveness of management’s processes to monitor and manage business
risk. The internal audit team should report directly to the Audit Committee. The
Audit Committee should also develop policies and establish the means to monitor
the company’s compliance with ethical, legal and regulatory requirements. The
Audit Committee should establish procedures for employees to communicate
directly and confidentially with its members. • Corporate
Governance/Nominating Committee The
Corporate Governance/Nominating Committee oversees the company’s corporate
governance practices and the selection and evaluation of directors. The
committee is responsible for establishing board structure and governance
policies that conform to regulatory and exchange listing requirements and
standards of best practice. The committee’s duties include: • Development of the
company’s corporate governance principles and committee charters; • Oversight of director
selection, qualifications, training, compensation and continuing education; • Evaluation of director
nominees; • Determination of board and
committee size, structure, composition and leadership; • Periodic evaluation of
board and committee effectiveness and director independence; • Establishment of
procedures for communication with shareholders; • Working with the
Compensation Committee to establish succession planning; and • Disclosure of these
matters to shareholders. As
described above, the board through its Compensation Committee, is responsible
for ensuring that a compensation program is in place which will attract, retain
and incentivize executive management to strengthen performance and create
long-term value for shareholders. The Committee, along with executive management,
is responsible for providing shareholders with a detailed explanation of the
company’s compensation program, including the individual components of the
program, through disclosure in the Compensation Discussion and Analysis (CD&A) and the board
Compensation Committee Report. The compensation program should comply with the
Compensation Committee’s equity policy and should reflect an understanding of
the total cost of executive compensation to shareholders. In
pursuit of these goals, the board should ensure that compensation plans include
performance measures aligned with the company’s short- and long-term strategic
objectives. The Compensation Committee should ensure that the CD&A provides
shareholders with a clear and comprehensive explanation of the company’s
compensation program, including the design, metrics, structure and goals of the
program. Because
TIAA-CREF is a long-term investor, we support compensation policies that
promote and reward creation of long-term shareholder value. In our review of
compensation plans, we will assess the performance objectives established by
compensation committees and the linkage of compensation decisions to the
attainment of those objectives. Executive
compensation should be based on the following principles: 1. Compensation plans should
encourage employees to increase productivity, meet competitive challenges and
achieve performance goals that will lead to the creation of long-term
shareholder value. 2. Compensation should be
objectively linked to appropriate measures of company performance, such as
earnings, return on capital or other relevant financial or operational
parameters that are affected by the decisions of the executives being
compensated. 3. Compensation should
include cash, equity and long-term incentives as appropriate to meet the
company’s competitive and business goals. 4. Compensation plans should
be based on a performance measurement cycle that is consistent with the
business cycle of the corporation. 5. Compensation levels and
incentives should be based on each executive’s responsibilities and
achievements as well as overall corporate performance. 6. In addition to being
performance based, executive compensation should be reasonable by prevailing
industry standards, appropriate to the company’s size and complexity, and
fair relative to pay practices throughout the company. 7. While Compensation
Committees should consider comparative industry pay data, it should be used
with caution. 8. Surveys that call for use
of stock options inconsistent with the board’s equity policy or clearly in
excess of levels that can be justified to shareholders should be disregarded. 9. Compensation Committees
should work only with consultants that are independent of management. 10. Consistent with SEC
requirements, the CD&A should provide shareholders with a plain English
narrative analysis of the data that appear in the compensation tables. The
CD&A should explain the compensation program in sufficient detail to
enable a reasonable investor to calculate the total cost and value of
executive compensation, to understand its particular elements, metrics and
links to performance, and to evaluate the board’s and executive management’s
underlying compensation philosophy, rationale and goals. TIAA-CREF Funds ■ Statement of Additional Information B-63 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. Oversight
of Equity-Based Plans While
equity-based compensation can offer great incentives to management, it can also
have great impact on shareholder value. The need for directors to monitor and
control the use of equity in executive compensation, particularly stock
options, has increased in recent years. Amended rules requiring companies to
account for the cost of stock options as an expense on grant date provide an
incentive for companies to exercise restraint in the use of options. SEC
disclosure guidelines should further deter excesses in equity plans. However,
in all cases it is the board of directors that is responsible for oversight of
the company’s equity compensation programs and for the adequacy of their
disclosure. Composition
of Equity-Based Plans In
general, equity-based compensation should be based upon the following
principles: 1. The use of equity in
compensation programs should be determined by the board’s equity policy.
Dilution of shareholder equity should be carefully considered and managed,
not an unintended consequence. 2. As required by exchange
listing standards, all plans that provide for the distribution of stock or
stock options should be submitted to shareholders for approval. 3. Equity-based plans should
take a balanced approach to the use of restricted stock and option grants.
Restricted stock, which aligns the interests of executives with shareholders,
permits the value to the recipient and the cost to the corporation to be
determined easily and tracked continuously. 4. Equity-based plans should
be judicious in the use of stock options. When used inappropriately, option
grants can provide incentives for management to focus on the company’s
short-term stock price rather than long-term performance. 5. When stock options are
awarded, a company should consider: (i) performance-based options which set
performance hurdles to achieve vesting; (ii) premium options with vesting
dependent on a predetermined level of stock appreciation; or (iii) indexed
options with a strike price tied to an index. 6. Equity-based plans should
specifically prohibit “mega grants,” defined as grants to executives of stock
options whose value at the time of the grant exceeds a reasonable multiple of
the recipient’s total cash compensation. 7. Equity-based plans should
establish minimum vesting requirements and avoid accelerated vesting. 8. Companies should support
requirements for stock obtained through exercise of options to be held by
executives for substantial periods of time, apart from partial sales
permitted to meet tax liabilities caused by such exercise. Companies should establish holding
periods commensurate with pay level and seniority. 9. Companies should require and
specify minimum executive stock ownership requirements for directors and
company executives. 10. Backdating of option
grants should be prohibited. Issuance of stock or stock options timed to take
advantage of nonpublic information with short-term implications for the stock
price should also be prohibited. 11. Consistent with SEC
guidelines, companies should fully disclose the size of equity grants, their
estimated value to recipients and their current and projected cost to the
company. Performance goals and hurdle rates should be transparent. Disclosure
should include plan provisions that could have a material impact on the
number and value of the shares distributed. 12. Disclosure should include
information about the extent to which individual managers have hedged or
otherwise reduced their exposure to changes in the company’s stock price. When
awarding perquisites to senior executives, the board should be guided by the
same principles of reasonableness, fairness, equity and transparency that
govern other components of compensation plans. Perquisites can be overly
complex, with potential for unintended and excessive value transfer to
management and unanticipated costs and public relations problems for the company.
Perquisites may be needed for purposes of executive security or efficiency,
which should be disclosed. In principle, however, boards should minimize
perquisites and give priority to other forms of compensation. C. Supplemental Executive Retirement Plans Supplemental
executive retirement plans (SERPs) may be used to supplement “qualified”
pension entitlements, but should be reasonable and should not enhance
retirement benefits excessively. When designing SERPs, compensation committees
should consider the value of SERP programs as part of an executive’s total
compensation package. They should also be sensitive to issues of internal pay
equity. The following principles should guide the development of SERPs: 1. The eligibility requirements
and terms of SERPs to named executive officers should be fully disclosed. 2. The value of the
supplemental payment to which each named executive officer is entitled and
the total cost of all supplemental plan obligations should be estimated and
disclosed. 3. “Constructive credit” may
be used to replicate full service credit, but should not exceed it. 4. Lump-sum distributions of
SERPs may be appropriate in some circumstances. The discount rate used to
calculate the lump-sum value of the pension entitlement should approximate
the reinvestment rate available at retirement and should be disclosed. Overly
generous executive employment contracts, retention agreements and severance
arrangements can result in excessive wealth transfer and expose the company to
liability and unin- B-64 Statement of Additional Information ■ TIAA-CREF Funds tended costs.
The terms of contracts with named executive officers should be disclosed in
detail with an estimation of their total cost. Companies should avoid providing
by contract excessive perquisites either during employment or in the
post-retirement period. Severance agreements should avoid payments to
executives when they are terminated for misconduct, gross mismanagement or
other reasons constituting a “for cause” termination. As in other areas,
reasonableness, competitive practice and full disclosure are requirements, and
such contracts should be in the best interest of the company and its
shareholders. VII. TIAA-CREF
Corporate Governance Program TIAA-CREF’s
corporate governance program is based on our mission to help secure the long-term
financial future of our participants. Consistent with this mission and our
fiduciary duty to our participants, TIAA-CREF is committed to engagement with
portfolio companies for the purpose of creating economic value, improving
long-term performance and reducing financial and reputational risks. A. Engagement Policy and Practices Our
preference is to engage privately with portfolio companies when we perceive
shortcomings in their governance (including environmental and social issues) or
their performance. This strategy of “quiet diplomacy” reflects our belief that
informed dialogue with board members and senior executives, rather than public
confrontation, will most likely lead to a mutually productive outcome. TIAA-CREF’s
Corporate Governance Group administers a program of active monitoring and
engagement with portfolio companies under the auspices of the standing trustee
Committees on Corporate Governance and Social Responsibility. We
target portfolio companies for engagement based on research and evaluation of
their governance and performance. Governance reviews are supplemented by
analysis of companies’ financial condition and risk profile conducted in
conjunction with our Asset Management Group. In
prioritizing issues for engagement, we take into account their materiality,
their potential impact on TIAA-CREF’s investment performance, their relevance
to the marketplace, the level of public interest, the applicability of our
policies, the views of TIAA-CREF’s participants and institutional clients and
the judgment of our trustees. Our
preference is for constructive engagement strategies that can utilize private
communication, minimize confrontation and attain a negotiated settlement. While
quiet diplomacy remains our core strategy, particularly for domestic companies,
TIAA-CREF’s engagement program involves many different activities and
initiatives, including the following: • submit
shareholder resolutions • withhold or
vote against one or more directors • request
other investors to support our initiative • engage in
public dialogue and commentary • conduct a
proxy solicitation • engage in
collective action with other investors • support an
election contest or change of control transaction • seek
regulatory or legislative relief • commence or
support litigation • pursue other
enforcement or compliance remedies Proxy
voting is a key component of TIAA-CREF’s oversight and engagement program. It
is our primary method for exercising our shareholder rights and influencing the
behavior of portfolio companies. TIAA-CREF commits substantial resources to
making informed voting decisions in furtherance of our mission and in
compliance with the securities laws and other applicable regulations. TIAA-CREF’s
voting policies, established by the trustees and set forth in this Policy
Statement, are administered on a case-by-case basis by the staff of our
Corporate Governance Group. The staff has access to research reports from third
party advisory firms, seeks input from our Asset Management Group and, where
appropriate, confers directly with trustees. Annual disclosure of our proxy
votes is available on our website and on the website of the Securities and
Exchange Commission. C. Influencing Public Policy and Regulation 1. TIAA-CREF
periodically publishes its policies on corporate governance, shareholder
rights, social responsibility and related issues. These policies inform
portfolio companies and provide the basis for our engagement activities. 2. TIAA-CREF
participates in the public debate over issues of corporate governance and
responsible corporate behavior in domestic and international markets. 3. TIAA-CREF
participates in membership organizations and professional associations that
seek to promote good corporate governance and protect shareholder rights. 4. TIAA-CREF
sponsors research, hosts conferences and works with regulators, legislators,
self-regulatory organizations, and other institutional investors to educate
the business community and the investing public about governance and
shareholder rights. 5. TIAA-CREF
submits written comments on regulatory proposals and testifies before various
governmental bodies, administrative agencies and self-regulatory
organizations. 6. TIAA-CREF
participates in corporate governance conferences and symposia in the United
States and abroad. TIAA-CREF
is committed to engagement with companies rather than divestment of their
securities. This policy is a matter of principle that is based on several
considerations: (i) divestment would eliminate our standing and rights as a
shareholder and foreclose further engagement; (ii) divestment would be likely
to have negligible impact on portfolio companies or the market; (iii)
divestment could result in increased costs and short-term losses; and (iv)
divestment could compromise our investment strategies and negatively affect our
performance. For these reasons, we believe that divestment does not offer
TIAA-CREF an optimal strategy for changing the policies and practices of
portfolio companies, nor is it the best means to produce long-term value for
our participants. TIAA-CREF Funds ■ Statement of Additional Information B-65 As
a matter of general investment policy, TIAA-CREF’s trustees and its Asset
Management Group may consider divesting or underweighting a company’s stock
from our accounts in cases where they conclude that the financial or
reputational risks from a company’s policies or activities are so great that
continued ownership of its stock is no longer prudent. VIII.
International Governance With
an increasing share of our assets invested in equities of companies listed on
foreign markets and with international holdings in over 50 countries, TIAA-CREF
is recognized as one of the most influential investors in the world. We have a
long history of acting on behalf of our participants to improve corporate
governance standards globally. Our international governance activities, like
our domestic program, are designed to protect our investments, reduce risk and
increase shareholder value. We focus our governance efforts in those foreign
markets where we currently have, or expect to have in the future, significant
levels of capital at risk. We
believe that no matter where a company is located, once it elects to access
capital from the public it becomes subject to basic principles of corporate
governance. We recognize that companies outside the United States are subject
to different laws, standards and customs. We are mindful that cultural
differences must be respected. At the same time, we recognize our
responsibility to promote global governance standards that help strengthen
shareholder rights, increase accountability and improve the performance of
portfolio companies. TIAA-CREF
has endorsed many of the governance standards of international associations and
shareholder organizations. We agree with the widely-held view that
harmonization of international governance principles and standards of best
practice is essential to achieve efficiency in the global capital markets.
Accordingly, our governance initiatives in less developed countries seek to
deal with the following problems: • Listed
companies dominated by controlling shareholders often blend characteristics
of private and public companies, giving management and insiders too much
power and shareholders too little. • Foreign
governments retain ownership in many local listed companies and exercise
special powers that interfere with capital market efficiency. • Shareholder
rights are not fully developed in many countries, increasing investment risk. • Legal and
regulatory systems are still underdeveloped and means of enforcement can
often be lacking. • Basic
governance standards of board accountability and independence, full and
timely disclosure and financial transparency are in many cases still only
aspirational. • Operational
inefficiencies such as share blocking and clustering of shareholder meetings
impede investor communications and proxy voting. • Ambivalence
about shareholder activism, control contests and takeover bids undermines
management accountability and market vitality. TIAA-CREF’s
international governance program involves both engagement with targeted
portfolio companies and broad-based initiatives, often in conjunction with
global governance organizations.
We are willing to form strategic partnerships and collaborate with other
institutional investors to increase our influence in foreign markets. We
support regional efforts initiated by investor groups to improve local
governance practices in line with global standards. We sponsor academic
research, surveys and other activities that we believe will contribute to
positive developments regionally. In
addition to maintaining a leadership role as an advocate for shareholder rights
and good governance globally, TIAA-CREF is committed to voting our shares in
international companies. Our trustees regularly update our international proxy
voting policies and guidelines as new developments occur in the various
markets. Our Proxy Voting Group is familiar with voting procedures in every
country where we invest. We promote reforms needed to eliminate cross-border
voting inefficiencies and to improve the mechanics of proxy voting globally. We
believe that basic corporate disclosure and proxy voting standards applicable
to all public companies around the world should include the following: • The
one-share, one-vote principle should apply to all publicly traded companies
to ensure that shareholders’ voting power is aligned with their economic
interest. • Voting caps
and super voting rights should be eliminated. • Companies
should treat all shareholders equally, equitably and fairly to ensure that
minority and foreign shareholders are protected and that
government-controlled securities are not given special rights. • Companies
should distribute disclosure documents in a timely fashion, preferably no
less than 28 days before shareholder meetings so that international investors
can make informed voting decisions and have sufficient time to vote their
shares. • Annual
meeting agendas and disclosure documents should be published in English
whenever a company has substantial international ownership. • Companies
should work to achieve transparency through disclosure and accounting
practices that are acceptable under international governance and accounting
standards. • Companies
should provide information on director qualifications, independence,
affiliations, related party transactions, executive compensation, conflicts
of interest and other relevant governance information. • Shareholders
should be able to vote their shares without impediments such as share
blocking, beneficial owner registration, voting by show of hands or other
unreasonable requirements. • Shareholders
should have the right to vote on separate and distinct issues; companies
should not bundle disparate proposals. • Voting
results should be disclosed promptly after shareholder meetings and
procedures should be available to audit and verify the outcome. • Shareholders
should receive confirmation that their votes have been received and
tabulated. • In addition,
preemptive rights may have distinct value to shareholders in jurisdictions
outside of the United States. For domestic companies, TIAA-CREF does not
object to B-66 Statement of Additional Information ■ TIAA-CREF Funds the
elimination of preemptive rights, which can impede a company’s ability to
raise capital efficiently. IX.
Environmental and Social Issues TIAA-CREF
recognizes that as a matter of good corporate governance and from the
perspective of shareholder value, boards should carefully consider the
strategic impact of issues relating to the environment and social
responsibility. There is a growing body of research examining the economic
consequences of companies’ efforts to promote good environmental and social
practices. We support companies’ efforts to evaluate the strategic relevance of
these factors, including their impact on business risk, reputation, competitive
position and opportunities for growth. TIAA-CREF
believes that companies and boards should exercise diligence in their
consideration of environmental and social issues, analyze the strategic and
economic questions they raise and disclose their environmental and social
policies and practices. Directors should encourage dialogue on these issues
between the company and its investors, employees, customers, suppliers and the
larger community. The goal of our policy is to ensure that the board and
management include environmental and social responsibility in their business
planning and that they disclose relevant information and decisions to
shareholders. While
our policies are not intended to be prescriptive, we believe that companies and
boards should pay careful attention to the following issues in the course of
their strategic planning: • Environment: the short-term and long-term
impact of the company’s operations and products on the local and global environment. • Human Rights: the company’s labor and human
rights policies and practices and their applicability through the supply and
distribution chains. • Diversity: the company’s efforts to promote
equal employment opportunities and fair treatment for all segments of the
populations it serves. • Product Responsibility: the company’s
attention to the safety and potential impact of its products and services. • Society: the company’s diligence in
reviewing all its activities to ensure they do not negatively affect the
common good of the communities in which it operates. Our
guidelines for voting on some of the more common environmental and social
resolutions are set forth in the Voting Guidelines included in Appendix A. TIAA-CREF
believes that as a matter of good corporate governance shareholders have a
responsibility to exercise their ownership rights with diligence and care. At
the same time, however, institutional investors have a fiduciary duty to
generate optimal financial returns for their beneficiaries. Balancing these two
responsibilities — acting as responsible owners while maximizing value — can
create a dilemma for institutional investors in choosing between short-term and
long-term strategies. Stock lending practices can create such a potential
conflict — whether to recall loaned stock in order to vote, or not to recall in
order to preserve lending fee revenue. To
address these issues, TIAA-CREF has developed a securities lending policy
governing its practices with respect to stock lending and proxy voting. The
policy delineates the factors to be considered in determining when we should
lend shares and when we should recall loaned shares in order to vote them. Even
after we lend the securities of a portfolio company, we continue to monitor
whether income from lending fees is of greater value than the voting rights
that have passed to the borrower. Using the factors set forth in our policy, we
conduct an analysis of the relative value of lending fees versus voting rights
in any given situation. We will recall shares when we believe the exercise of
voting rights may be necessary to maximize the long-term value of our
investments despite the loss of lending fee revenue. Our
Asset Management and lending staff, in consultation with our governance staff,
are responsible for analyzing these issues, conducting the cost/benefit
analysis and making determinations about restricting, lending and recalling
securities consistent with this policy. APPENDIX A: PROXY VOTING GUIDELINES TIAA-CREF Proxy Voting Guidelines TIAA-CREF’s
voting practices are guided by our mission and fiduciary duty to our
participants. As indicated in this Policy Statement, we monitor portfolio
companies’ governance, social and environmental practices to ensure that boards
consider these factors in the context of their strategic deliberations. The
following guidelines are intended to assist portfolio companies, participants
and other interested parties in understanding how TIAA-CREF is likely to vote
on governance, compensation, social and environmental issues. The list is not
exhaustive and does not necessarily represent how TIAA-CREF will vote at any
particular company. In deciding how to vote, the Corporate Governance staff
takes into account many factors, including input from our Asset Management
Group and third party research. We consider specific company context, including
governance practices and financial performance. It is our belief that a
one-size-fits-all approach to proxy voting is not appropriate. We
establish voting policies with respect to both management proposals and
shareholder resolutions. Our proxy voting decisions with respect to shareholder
resolutions may be influenced by several additional factors: (i) whether the
shareholder resolution process is the appropriate means of addressing the
issue; (ii) whether the resolution promotes good corporate governance and is
related to economic performance and shareholder value; and (iii) whether the
information and actions recommended by the resolution are reasonable and
practical. In instances where we agree with the concerns raised by proponents
but do not believe that the policies or actions requested are appropriate,
TIAA-CREF will generally abstain on the resolution. Where
appropriate, we will accompany our vote with a letter of explanation. TIAA-CREF Funds ■ Statement of Additional Information B-67 Guidelines for Board-Related Issues Policy
Governing Votes on Directors: TIAA-CREF
will consider withholding or voting against some or all directors in the
following circumstances: • When
TIAA-CREF trustees conclude that the actions of directors are unlawful,
unethical, negligent, or do not meet fiduciary standards of care and loyalty,
or are otherwise not in the best interest of shareholders. Such actions would
include: issuance of backdated or spring loaded options, excessively dilutive
equity grants, egregious compensation practices, unequal treatment of
shareholders, adoption of inappropriate antitakeover devices, unjustified
dismissal of auditors. • When
directors have failed to disclose, resolve or eliminate conflicts of interest
that affect their decisions. • When less
than a majority of the company’s directors are independent, by TIAA-CREF
standards of independence. In
cases where TIAA-CREF decides to withhold or vote against the entire board of
directors, we will also abstain or vote against a provision on the proxy
granting discretionary power to vote on “other business” arising at the
shareholders meeting. Majority
Vote for the Election of Directors: General
Policy: As indicated in Section III of this Policy
Statement, TIAA-CREF will generally support shareholder resolutions asking that
companies amend their governance documents to provide for director election by
majority vote. Proxy
Access Proposals: General
Policy: TIAA-CREF will generally support shareholder
resolutions seeking to establish reasonable conditions and procedures for
shareholders to include their director candidates on a company’s proxy and
ballot. Reimbursement of Expenses for Dissident Shareholder Nominees: General
Policy: TIAA-CREF will consider on a case-by-case
basis shareholder resolutions asking that the company reimburse certain
expenses related to the cost of dissident short-slate director campaigns or
election contests. Annual
Election of Directors: General
Policy: TIAA-CREF will generally support shareholder
resolutions asking that each member of the board stand for reelection annually. Cumulative Voting: General
Policy: TIAA-CREF will generally not support proposals
asking that shareholders be allowed to cumulate votes in director elections, as
this practice may encourage the election of “special interest” directors. Guidelines for Other Governance Issues Separation
of Chairman and Chief Executive Officer: General
Policy: TIAA-CREF will consider on a case-by-case
basis shareholder resolutions seeking to separate the positions of CEO and
board chair or to appoint a lead director. We will generally support such
resolutions when a company’s corporate governance practices or financial
performance are deficient. Ratification
of Auditor: General
Policy: TIAA-CREF will generally support the board’s
choice of auditor. However, TIAA-CREF will consider voting against the
ratification of an audit firm where nonaudit fees are excessive, where the firm
has been involved in conflict of interest or fraudulent activities in
connection with the company’s audit, or where the auditors’ independence is questionable. Supermajority Vote Requirements: General
Policy: TIAA-CREF will generally support shareholder
resolutions asking for the elimination of supermajority vote requirements. Dual-Class
Common Stock and Unequal Voting Rights: General
Policy: TIAA-CREF will generally support shareholder
resolutions asking for the elimination of dual classes of common stock with
unequal voting rights or special privileges. Antitakeover
Devices (Poison Pills): General
Policy: TIAA-CREF will consider on a case-by-case
basis proposals relating to the adoption or rescision of antitakeover devices
with attention to the following criteria: • Whether the
company has demonstrated a need for antitakeover protection; • Whether the
provisions of the device are in line with generally accepted governance
principles; • Whether the
company has submitted the device for shareholder approval; • Whether the
proposal arises in the context of a takeover bid or contest for control. TIAA-CREF
will generally support shareholder resolutions asking to rescind or put to a
shareholder vote antitakeover devices that were adopted without shareholder
approval. Reincorporation: General
Policy: TIAA-CREF will generally vote against
management proposals asking shareholders to approve reincorporation to a new
domicile if we believe the objective is to take advantage of laws or judicial
interpretations that provide antitakeover protection or otherwise reduce
shareholder rights. Guidelines for Compensation Issues Equity-Based Compensation Plans: General
Policy: TIAA-CREF will review equity-based
compensation plans on a case-by-case basis, giving closer scrutiny to companies
where plans include features that are not performance-based or where total
potential dilution from equity compensation exceeds 10%. Comment:
TIAA-CREF understands that companies need to attract
and retain capable executives in a competitive market for executive talent. We
take competitive factors into consideration whenever voting on matters related
to compensation, particularly equity compensation. As a practical matter, we
recognize that more dilutive broad-based plans may be appropriate for human-capital
intensive industries and for small- or mid-capitalization firms and start-up
companies. B-68 Statement of Additional Information ■ TIAA-CREF Funds Red Flags: • Excessive Equity Grants: TIAA-CREF will
examine a company’s past grants to determine the rate at which shares are
being issued. We will also seek to ensure that equity is being offered to
more than just the top executives at the company. A pattern of excessive
grants can indicate failure by the board to properly monitor executive
compensation and its costs. • Lack of Minimum Vesting Requirements: TIAA-CREF
believes that companies should establish minimum vesting guidelines for
senior executives who receive stock grants. Vesting requirements help
influence executives to focus on maximizing the company’s long-term
performance rather than managing for short-term gain. • Undisclosed or Inadequate Performance Metrics: TIAA-CREF
believes that performance goals for equity grants should be disclosed
meaningfully. Performance hurdles should not be too easily attainable.
Disclosure of these metrics should enable shareholders to assess whether the
equity plan will drive long-term value creation. • Insufficient Executive Stock Ownership: TIAA-CREF
supports equity ownership requirements for senior executives and directors.
Whether or not equity is a significant portion of compensation, sufficient
stock ownership should be required to align executives’ and board members’
interests with those of shareholders. • Reload Options: TIAA-CREF will generally not
support “reload” options that are automatically replaced at market price
following exercise of initial grants. Reload options can lead to excessive
dilution and overgenerous benefits and allow recipients to lock in increases
in stock price that occur over the duration of the option plan with no
attendant risk. • Mega Grants: TIAA-CREF will generally not
support mega grants. A company’s history of such excessive grant practices
may prompt TIAA-CREF to vote against the stock plans and the directors who
approve them. Mega grants include equity grants that are excessive in
relation to other forms of compensation or to the compensation of other
employees and grants that transfer disproportionate value to senior executives
without relation to their performance. • Undisclosed or Inappropriate Option Pricing: TIAA-CREF
will generally not support plans that fail to specify exercise prices or that
establish exercise prices below fair market value on the date of grant. • Repricing Options: TIAA-CREF will generally
not support plans that authorize repricing. However, we will consider on a
case-by-case basis management proposals seeking shareholder approval to
reprice options. We are more likely to vote in favor of repricing in cases
where the company excludes named executive officers and board members and
ties the repricing to a significant reduction in the number of options. • Excess Discretion: TIAA-CREF will generally
not support plans where significant terms of awards — such as coverage,
option price, or type of awards — are unspecified, or where the board has too
much discretion to override minimum vesting and/or performance requirements. • Evergreen Features: TIAA-CREF will generally
not support option plans that contain evergreen features which reserve a
specified percentage of outstanding shares for award each year and lack a
termination date. Evergreen features can undermine control of stock issuance
and lead to excessive dilution. Performance-Based
Equity Compensation: General
Policy: TIAA-CREF will generally support shareholder
resolutions seeking alignment between executive compensation and performance. Advisory
Vote on Compensation Disclosure: General
Policy: TIAA-CREF will generally support shareholder
resolutions seeking an advisory vote on companies’ compensation disclosure. Limits
on Executive Compensation: General
Policy: TIAA-CREF will generally vote against shareholder
resolutions seeking to impose limits on executive pay by use of arbitrary
ratios or pay caps. Clawback
Policies: General
Policy: TIAA-CREF will vote on a case-by-case basis
with respect to shareholder resolutions seeking the establishment of clawback
policies. Golden
Parachutes: General
Policy: TIAA-CREF will generally support shareholder
resolutions seeking shareholder approval of “golden parachute” severance
agreements that exceed IRS guidelines. Supplemental Executive Retirement Plans: General
Policy: TIAA-CREF will vote on a case-by-case basis
with respect to shareholder resolutions seeking to establish limits on the
benefits granted to executives in SERPs. Guidelines for Environmental and Social Issues As
indicated in Section IX, TIAA-CREF will generally support shareholder
resolutions seeking reasonable disclosure of the environmental or social impact
of a company’s policies, operations or products. We believe that a company’s
management and directors have the responsibility to determine the strategic
impact of environmental and social issues and that they should disclose to
shareholders how they are dealing with these issues. Environment Global
Warming and Climate Change: General
Policy: TIAA-CREF will generally support reasonable
shareholder resolutions seeking disclosure of greenhouse gas emissions and the
impact of climate change on a company’s business activities. Comment:
The level of a company’s greenhouse gas emissions and
its vulnerability to climate change may represent both short-term and long-term
potential risks. Companies and boards should analyze the impact of climate
change on their business and disclose this information. TIAA-CREF Funds ■ Statement of Additional Information B-69 Use of Natural Resources: General
Policy: TIAA-CREF will generally support reasonable
shareholder resolutions seeking disclosure or reports relating to a company’s
use of natural resources, the impact on its business of declining resources and
its plans to improve energy efficiency or to develop renewable energy
alternatives. Comment:
These considerations should be a part of the strategic
deliberations of boards and managers and the company should disclose the
results of such deliberations. Impact
on Community: General
Policy: TIAA-CREF will generally support reasonable
shareholder resolutions seeking disclosure or reports relating to a company’s
initiatives to reduce any harmful community impacts or other hazards that
result from its operations or activities. Comment:
Community hazards at business facilities may expose
companies to such risks as regulatory penalties, legal liability, diminished
reputation, increased cost and loss of market share. Conversely, the
elimination of hazards may improve competitiveness and provide business
opportunities. Human
Rights Human
Rights Code of Conduct and Global Labor Standards: General
Policy: TIAA-CREF will generally support reasonable
shareholder resolutions seeking a review of a company’s internal labor
standards, the establishment of global labor standards or the adoption of codes
of conduct relating to human rights. Comment:
Adoption and enforcement of human rights codes and
fair labor standards can help a company protect its reputation, increase worker
productivity, reduce liability, improve customer loyalty and gain competitive
advantage. Community Corporate
Response to Global Health Risks: General
Policy: TIAA-CREF will generally support reasonable
shareholder resolutions seeking disclosure or reports relating to the potential
impact of HIV, AIDS, Avian Flu and other pandemics and global health risks on a
company’s operations and long-term growth. Comment:
Global health considerations should be factored into
the strategic deliberations of boards and managers, and companies should
disclose the results of such deliberations. Corporate
Political Influence: General
Policy: TIAA-CREF will generally support reasonable
shareholder resolutions seeking disclosure or reports relating to a company’s
lobbying efforts and contributions to political parties or political action
committees. Comment:
Given increased public scrutiny of corporate lobbying
activities and campaign contributions, we believe it is the responsibility of
company boards to review and disclose the use of corporate assets for political
purposes. Corporate
Philanthropy: General
Policy: TIAA-CREF will generally support reasonable
shareholder resolutions seeking disclosure or reports relating to a company’s
charitable contributions and other philanthropic activities.
However, TIAA-CREF will vote against resolutions that promote a political
agenda or a special interest or that unreasonably restrict a company’s
corporate philanthropy. Comment:
We believe that boards should disclose their corporate
charitable contributions to avoid any actual or perceived conflicts of
interest. Diversity General Policies: • TIAA-CREF
will generally support reasonable shareholder resolutions seeking disclosure
or reports relating to a company’s nondiscrimination policies and practices,
or seeking to implement such policies, including equal employment opportunity
standards. • TIAA-CREF
will generally support reasonable shareholder resolutions seeking disclosure
or reports relating to a company’s workforce diversity. • TIAA-CREF
will generally vote against special purpose or discriminatory resolutions,
such as those recommending that sexual orientation not be covered under equal
employment opportunity policies. Comment:
Promoting diversity and maintaining inclusive
workplace standards can help companies attract and retain a talented and
diverse workforce and compete more effectively. Product
Responsibility General
Policy: TIAA-CREF will generally support reasonable
shareholder resolutions seeking disclosure or reports relating to the safety
and impact of a company’s products on the customers and communities it serves. Comment:
Companies that demonstrate ethical behavior and
diligence with regard to product safety and suitability can avoid reputational
and liability risks and strengthen their competitive position. Tobacco General Policies: • TIAA-CREF
will generally support reasonable shareholder resolutions seeking disclosure
or reports relating to risks associated with tobacco use and efforts by a
company to reduce youth exposure to tobacco products. • TIAA-CREF
will generally not support resolutions seeking to alter the investment
policies of financial institutions or to require divestment of tobacco
company stocks. Comment:
Effectively addressing these concerns can help
companies protect their reputation and reduce legal liability risk. B-70 Statement of Additional Information ■ TIAA-CREF Funds 730 Third Avenue A10875 (8/10)
Note that any Fund that serves as an underlying fund investment for an
affiliated fund of funds (like the Lifecycle Funds, the Lifecycle Index Funds
and the Managed Allocation Funds) pursuant to Section 12(d)(1)(G) of the 1940
Act has a policy not to, in turn, rely upon Sections 12(d)(1)(F) or (G) to
invest in other affiliated or unaffiliated funds.
Date of Birth
Held with
Fund
and Length of
Time Served
and Other Relevant
Experience and Qualifications
During Past 5 Years
Portfolios
in Fund
Complex
Overseen
by Trustee
Held by Trustees
c/o Office of the Corporate Secretary
730 Third Avenue
New York, NY 10017-3206
Date of Birth (“DOB”): 4/25/54
Mr. Berkley has particular experience in investment management, global
operations, finance, as well as experience with non-profit organizations and
foundations.
c/o Office of the Corporate Secretary
730 Third Avenue
New York, NY 10017-3206
DOB: 10/06/62
Ms. Eckl has particular experience in investment management, mutual funds,
pension plan management, finance, accounting and operations. Ms. Eckl serves
as the audit committee financial expert and is licensed as a certified public
accountant in the State of Texas.
Date of Birth
Held with
Fund
and Length of
Time Served
and Other Relevant
Experience and Qualifications
During Past 5 Years
Portfolios
in Fund
Complex
Overseen
by Trustee
Held by Trustees
c/o Office of the Corporate Secretary
730 Third Avenue
New York, NY 10017-3206
DOB: 10/31/55
Dr. Flood has particular experience in investment management, operations and
organizational management and development, as well as experience on
educational and other non-profit boards..
c/o Office of the Corporate Secretary
730 Third Avenue
New York, NY 10017-3206
DOB: 11/05/67
Mr. Forrester has particular experience in investment management,
institutional marketing and product development, operations management,
alternative investments and experience with non-profit organizations.
c/o Office of the Corporate Secretary
730 Third Avenue
New York, NY 10017-3206
DOB: 1/4/54
Professor Jackson has particular experience in law, including the federal
securities laws, consumer protection, finance, pensions and social security,
and organizational management and education.
c/o Office of the Corporate Secretary
730 Third Avenue
New York, NY 10017-3206
DOB: 1/15/43
Dr. Jacob has particular experience in education, finance, economics, private
wealth management, investment management and related services.
c/o Office of the Corporate Secretary
730 Third Avenue
New York, NY 10017-3206
DOB: 8/5/48
Ms. Macaskill has particular experience in investment management, finance,
marketing, global operations management and organizational development, as
well as experience on educational and other non-profit boards.
Date of Birth
Held with
Fund
and Length of
Time Served
and Other Relevant
Experience and Qualifications
During Past 5 Years
Portfolios
in Fund
Complex
Overseen
by Trustee
Held by Trustees
c/o Office of the Corporate Secretary
730 Third Avenue
New York, NY 10017-3206
DOB: 7/13/58
Professor Poterba has particular experience in education, economics, finance,
tax, and organizational development.
c/o Office of the Corporate Secretary
730 Third Avenue
New York, NY 10017-3206
DOB: 10/18/49
Mr. Sloan has particular experience in investment management, finance and
organizational development.
c/o Office of the Corporate Secretary
730 Third Avenue
New York, NY 10017-3206
DOB: 2/17/50
Dr. Starks has particular experience in education, finance, mutual funds and
retirement systems.
Date of Birth
Held with
Fund
and Length of
Time Served
TIAA-CREF
730 Third Avenue
New York, NY 10017-3206
DOB: 11/16/57
Date of Birth
Held with
Fund
and Length of
Time Served
TIAA-CREF
730 Third Avenue
New York, NY 10017-3206
DOB: 3/19/54
TIAA-CREF
730 Third Avenue
New York, NY 10017-3206
DOB: 5/08/62
TIAA-CREF
730 Third Avenue
New York, NY 10017-3206
DOB: 5/11/59
TIAA-CREF
730 Third Avenue
New York, NY 10017-3206
DOB: 11/22/63
TIAA-CREF
730 Third Avenue
New York, NY 10017-3206
DOB: 9/25/59
TIAA-CREF
730 Third Avenue
New York, NY 10017-3206
DOB: 1/18/48
Vice President and Corporate Secretary
since 2008.
TIAA-CREF
730 Third Avenue
New York, NY 10017-3206
DOB: 3/13/66
TIAA-CREF
730 Third Avenue
New York, NY 10017-3206
DOB: 4/21/58
TIAA-CREF
730 Third Avenue
New York, NY 10017-3206
DOB: 9/26/52
Registered Investment Companies Overseen by
Trustee in Family of Investment Companies
The
following table shows the compensation from the Trust and the TIAA-CREF Fund
Complex received by each non-officer trustee for the fiscal year ended
September 30, 2009. The Trust’s officers received no compensation from the
Trust during the fiscal year ended September 30, 2009. 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 and TIAA-CREF Lifecycle Index Funds), each a registered investment
company. Note that the chart does not reflect any compensation for the
trustees’ services to the Emerging Markets Equity Fund and Emerging Markets Equity
Index Funds because these Funds
are newly operational.
From Trust
Accrued As Part of Fund Expenses
Paid From TIAA-CREF Fund Complex
Note
that none of the Board Committees noted above have had any meetings with respect to
the new Emerging Markets Equity and Emerging Markets Equity Index Funds during
the year ended September 30, 2009, because these Funds are newly
operational.
Advisors
has a dedicated team of professionals responsible for reviewing and voting
proxies. In analyzing a proposal, in addition to exercising their professional
judgment, these professionals utilize various sources of information to enhance
their ability to evaluate the proposal. These sources may include research from
third party proxy advisory firms and other corporate governance-focused
organizations, consultants, and TIAA-CREF investment professionals. Based on
their analysis of proposals and guided by the TIAA-CREF Policy Statement on
Corporate Governance, these professionals then vote in a manner intended solely
to advance the best interests of the Funds’ shareholders. Occasionally, when a
proposal relates to issues not addressed in the TIAA-CREF Policy Statement on
Corporate Governance, Advisors may seek guidance from the Corporate Governance
and Social Responsibility Committee.
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 Advisors’ 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 may seek
guidance on how to vote from the Corporate Governance and Social Responsibility
Committee.
www.tiaa-cref.org, and on
the SEC’s website at www.sec.gov.
As
of July 9, 2010, the following investors were known to hold beneficially or of
record 5% or more of the outstanding shares of any class of a Fund:
of Holding
of Holding
of Holding
of Holding
of Holding
of Holding
of Holding
Institutional Class
Institutional Class
Institutional Class
Institutional Class
Institutional Class
Institutional Class
of Holding
of Holding
Furthermore,
Advisors has contractually agreed to reimburse the Funds for total expenses of
the Funds that exceed certain amounts as stated in the Prospectuses through
August 31, 2011 for the Emerging Markets Equity and Emerging Markets Equity
Index Funds and January 31, 2011 for all of the other Funds. For the Funds’
fiscal years ended September 30, 2009, 2008 and 2007, 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. Note that, because the Emerging
Markets Equity Fund and Emerging Markets Equity Index Fund are newly operational, they have not paid any
management fees as of the date of this SAI.
ended Sept.
2009
ended Sept.
2008
ended Sept.
2007
ended Sept.
2009
ended Sept.
2008
ended Sept.
2007
ended Sept.
2009
ended Sept.
2008
ended Sept.
2007
Additionally, under the Investment Management
Agreement, the Trust paid to Advisors the allocated cost of certain compliance
and administrative services provided by Advisors. During fiscal years 2007,
2008 and 2009, the amounts paid to Advisors by the Trust for these compliance
services were $173,577, $160,181 and $295,967, respectively, and the amounts
paid to Advisors by the Trust for these administrative services were
$2,044,232, $725,755 and $4,134,613, respectively. Note that the Emerging
Markets Equity and Emerging Markets Equity Index Funds did not make any such
payments to Advisors because these Funds are newly operational.
Fee Rate
Fee Rate
Fee Rate
Note that the Emerging
Markets Equity and Emerging Markets Equity Index Funds are not included in the
chart since they are newly operational. However, the Retirement Class of each of these Funds is
subject to the Retirement Class Service Agreement.
PricewaterhouseCoopers,
LLP, 300 Madison Avenue, New York, New York 10017 serves as the independent
registered public accounting firm of the Trust and audited the Funds’ financial
statements for the fiscal year ended September 30, 2009 (except for the
Emerging Markets Equity and Emerging Markets Equity Index Funds, which are
newly operational).
The
variable component of a portfolio manager’s compensation is remunerated as: (1)
a current year cash bonus; and (2) a long-term performance award, which is on a
3-year cliff vesting cycle. Fifty percent (50%) of the long-term award is based
on the Fund(s) managed by the portfolio manager during the 3-year vesting
period, while the value of the remainder of the long-term award is based on the
performance of the TIAA-CREF organization as a whole.
Investment Companies
Investment Vehicles
Investment Companies
Investment Vehicles
Securities Owned in Fund
Investment Companies
Investment Vehicles
Investment Companies
Investment Vehicles
Securities Owned in Fund
Retirement Class Shares. Retirement Class
shares of the Funds are offered primarily through accounts established by or on
behalf of 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 section 401(a) (including 401(k) and Keogh plans),
403(b) or 457 of the Code. Retirement Class shares also may be offered through
custody accounts sponsored or administered by TIAA-CREF that are established by
individuals as Individual Retirement Accounts (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. This class is subject to a service fee paid to
Advisors for providing or arranging for the provision of certain administrative
and shareholder services.
Note
that no 12b-1 plan payments were made by the Emerging Markets Equity and
Emerging Markets Equity Index Funds because these Funds are newly operational.
Investments
traded on a foreign exchange or in foreign markets are valued at the last sale
price or official closing price reported on the local exchange 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 of the Fund’s net asset value. If
events materially affecting the value of foreign investments occur between the
time their share price is determined and the time when a Fund’s net asset value
is calculated, such investments will be valued at fair value as determined in
good faith using procedures approved by the Board of Trustees. 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.
Each
Fund is treated as a separate taxpayer for federal income tax purposes. The
Emerging Markets Equity and Emerging Markets Equity Index Funds each intend 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.
Each other Fund has elected to be treated as a regulated
investment company under Subchapter M of Chapter 1 of the Code and
intends 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
Due
to the reorganization on June 12, 2009, involving the TIAA-CREF Small-Cap
Growth Index Fund and the TIAA-CREF Small-Cap Value Index Fund into the
TIAA-CREF Fund Small-Cap Blend Index Fund, the use of capital losses and
capital loss carryforwards in future fiscal years by the TIAA-CREF Small-Cap
Blend Index Fund may be subject to limitations under the Code and Regulations
thereunder.
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.
The
aggregate amount of brokerage commissions paid by the Funds (except for the
Emerging Markets Equity and Emerging Markets Equity Index Funds, which are newly operational) for the fiscal years ended September 30, 2007,
2008 and 2009 was as follows:
Commissions
Commissions
Commissions
(US$)
JPMorgan Chase & Co
JPMorgan Chase & Co
30,230,453.96
Bank of America Corp
COMMISSIONS PAID (continued)
(US$)
COMMISSIONS PAID (continued)
(US$)
Knight Capital Group Inc-A
Knight Capital Group Inc-A
1,358,940.00
COMMISSIONS PAID (continued)
(US$)
Group Inc
Group Inc
Financial Inc
Financial Inc
Group
Group
Financial Gr
Financial Gr
Group
Group
Group
Group
(US$)
Group Inc
Group Inc
Group Inc
Group Inc
Group Inc
Group Inc
Goldman Sachs
Group Inc
Goldman Sachs
Group Inc
492,951.90
Group
Group
Goldman Sachs
Group Inc
Goldman Sachs
Group Inc
8,119,511.40
Group
Group
Goldman Sachs
Group Inc
Goldman Sachs
Group Inc
12,014,642.55
Goldman Sachs
Group Inc
Goldman Sachs
Group Inc
11,134,371.30
Group Inc
Group Inc
1,861,935.00
Group
Group
Group Inc
Group Inc
Group
Group
Goldman Sachs
Group Inc
Goldman Sachs
Group Inc
0.00
New York, NY 10017-3206
Printed
on recycled paper
OTHER INFORMATION Item 28. Exhibits (a) (1) Declaration of Trust,
dated as of April 15, 1999.1/ (2) Declaration of Trust,
dated as of April 15, 1999, as amended to add the TIAA-CREF Lifecycle Funds
(the “Lifecycle Funds”). 6/ (3) Form of Amendment dated
December 7, 2005 to the Declaration of Trust dated April 15, 1999.9/ (4) Form of Amendment dated
February 14, 2006 to the Declaration of Trust dated April 15, 1999. 9/ (5) Amendment dated August 7,
2006 to the Declaration of Trust. 10/ (6) Amendment dated October 2,
2006 to the Declaration of Trust. 10/ (7) Amendment dated July 17,
2007 to the Declaration of Trust. 13/ (8) Amendment dated August 29,
2008 to the Declaration of Trust. 15/ (9) Amendment dated February
10, 2009 to the Declaration of Trust. 17/ (10) Amendment dated May 12,
2009 to the Declaration of Trust. 17/ (11) Form of Amendment dated
May 18, 2010 to the Declaration of Trust. 20/ (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 Agreement for Growth
& Income Fund and Lifecycle Funds. 14/ (27) Form of Sixth Amendment
dated February 1, 2009 to the February 1, 2006 Fee Waiver Agreement for the TIAA-CREF
Lifecycle Funds. 16/ (28) Form of Amendment dated
February 1, 2009 to the February 1, 2006 Expense Reimbursement Agreement for
TIAA-CREF Growth Equity Fund. 16/ (29) Form of Amendment dated
February 1, 2009 to the February 1, 2006 Expense Reimbursement Agreement for
the TIAA-CREF Funds. 16/ (30) Form of Amendment dated
August 1, 2009 to the February 1, 2006 Expense Reimbursement Agreement for
the TIAA-CREF Funds. 18/ (31) Form of
Amendment dated September 10, 2009 to the Investment Management Agreement
between Registrant and Advisors dated February 1, 2006. 18/ (32) Form of Amendment dated
September 10, 2009 to the February 1, 2006 Expense Reimbursement Agreement
for the TIAA-CREF Funds. 18/ (33) Form of Amended and
Restated Fee Waiver Agreement dated February 1, 2010 for the TIAA-CREF
Lifecycle Funds. 20/ (34) Form of
Amended and Restated Expense Reimbursement Agreement dated February 1, 2010
for the TIAA-CREF Funds. 20/ (35) Form of
Amendment dated May 1, 2010 to the Investment Management Agreement between
Registrant and Advisors dated February 1, 2006. 20/ (36) Form of
Amended and Restated Expense Reimbursement Agreement dated August 1, 2010 for
the TIAA-CREF Funds. * (37) Form of
Amendment dated August 1, 2010 to the Investment Management Agreement between
Registrant and Advisors dated February 1, 2006. * (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/ (5) Form of
Custodial Undertaking in Connection with Master Repurchase Agreement among
Teachers Advisors Inc., on behalf of Registrant, Goldman, Sachs & Co. and
The Bank of New York Mellon. 20/ (h) (1) Administration Agreement
by and between Registrant and State Street, dated as of July 1, 1999.3/ (2) Transfer Agency Agreement
by and between Registrant and Boston Financial Data Services, Inc. (“BFDS”),
dated as of July 1, 1999.3/ (3) Transfer Agency and
Service Agreement by and between Registrant and BFDS, dated as of July 1,
2002. 4/ (4) Service Agreement by and
between Registrant and Advisors, dated as of May 22, 2002, as amended
February 19, 2003 5/, October 1, 2004, for the Lifecycle Funds 6/ and October 19, 2004. 7/ (5) Form of Retirement Class
Service Agreement by and between Registrant and Advisors dated as of February
1, 2006. 8/
(6) Form of Amendment dated
March 31, 2006 to the Retirement Class Service Agreement by and between
Registrant and Advisors with respect to Funds that offer Retirement Class
Shares dated as of February 1, 2006. 9/ (7) Form of Transfer Agency
Agreement by and between Registrant and BFDS, dated September 1, 2004. 12/ (8) Form of Amendment dated
November 30, 2007 to the Retirement Class Service Agreement by and between
Registrant and Advisors with respect to Funds that offer Retirement Class
Shares dated as of February 1, 2006. 13/ (9) Form of Investment
Accounting Agreement by and between Registrant and State Street Bank and
Trust Company dated November 20, 2007. 13/ (10) Form of Amendment dated
September 10, 2009 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. 18/ (11) Form of Amendment dated
September 1, 2009 to the Transfer Agency Agreement between the Registrant and
BFDS dated September 1, 2004. 18/ (12) Form of Amendment dated
August 1, 2010 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.* (i) Opinion and
Consent of Jonathan Feigelson, Esq.* (j) (1) Consent of
Dechert LLP.* (2) Consent of
PricewaterhouseCoopers LLP. * (k) Not applicable. (l) (1) Seed Money Agreement by
and between Registrant and Teachers Insurance and Annuity Association of
America (“TIAA”), dated as of June 1, 1999.3/ (2) Seed Money Agreement by
and between Registrant and TIAA, dated as of August 1, 2002. 4/ (3) Seed Money Agreement by
and between Registrant and TIAA, dated as of October 1, 2004, for the
Lifecycle Funds.6/ (4) Seed Money Agreement by
and between Registrant and TIAA, dated as of March 31, 2006, for the Large
Cap Growth Fund, High-Yield Fund II, Bond Plus Fund II, Short-Term Bond Fund
II, Tax-Exempt Bond Fund II, Managed Allocation Fund II, International Equity
Fund, Growth & Income Fund, Equity Index Fund, Social Choice Equity Fund,
Bond Fund, Inflation-Linked Bond Fund, and Money Market Fund.9/ (5) Form of Seed Money
Agreement by and between Registrant and TIAA, dated as of January 17, 2007
for the Institutional Class of the Lifecycle Funds. 10/ (6) Form of Seed Money
Agreement by and between Registrant and TIAA, dated November 30, 2007 for the
Lifecycle 2045, Lifecycle 2050 and Lifecycle Retirement Income Funds and the
Enhanced Large-Cap Growth Index,
Enhanced Large-Cap Value Index and Enhanced International Equity Index Funds. 13/ (7) Form of Seed Money
Agreement by and between Registrant and TIAA, dated September 10, 2009 for
the Lifecycle Index Funds, Bond Index Fund and the Premier Class. 18/ (8) Form of Seed Money
Agreement by and between Registrant and TIAA, dated August 1, 2009 for the
Emerging Market Equity and Emerging Market Equity Index Funds.* (m) (1) Distribution Plan for the
Lifecycle Funds of Registrant adopted pursuant to Rule 12b-1 of the
Investment Company Act of 1940 (the “1940 Act”), dated October 1, 2004.6/
(2) Distribution Plan for
Retail Class Shares of Registrant, adopted pursuant to Rule 12b-1 of the 1940
Act, dated as of February 1, 2006.8/ (3) Suspension of Distribution
Plan Reimbursement Agreement by and between Registrant and TPIS dated
effective February 1, 2006. 8/ (4) Form of Amendment dated
March 31, 2006 to the Distribution Plan for the Retail Shares of Registrant
adopted pursuant to Rule 12-1 of the 1940 Act, dated February 1, 2006. 9/ (5) Form of Amendment dated
March 31, 2006 to the Suspension of Distribution Plan Reimbursement Agreement
by and between the Funds and TPIS effective February 1, 2006. 9/ (6) Form of Amendment dated
May 16, 2006 to the Suspension of Distribution Plan Reimbursement Agreement
by and between the Funds and TPIS effective February 1, 2006. 10/ (7) Form of Amendment dated
December 1, 2006 to the Suspension of Distribution Plan Reimbursement
Agreement by and between the Funds and TPIS effective February 1, 2006. 11/ (8) Form of Amendment dated
November 30, 2007 to the Distribution Plan for the Retail Shares of
Registrant adopted pursuant to Rule 12-1 of the 1940 Act, dated October 1,
2004. 13/ (9) Form of Distribution Plan
for Lifecycle Retail Class Shares of Registrant adopted pursuant to Rule
12b-1 of the 1940 Act, dated November 30, 2007. 13/ (10) Form of Amendment dated
November 30, 2007 to the Suspension of Distribution Plan Reimbursement
Agreement by and between the Funds and TPIS effective February 1, 2006. 13/ (11) Form of Amendment dated
December 1, 2006 to the Suspension of Distribution Plan Reimbursement
Agreement by and between the Funds and TPIS effective February 1, 2008. 14/ (12) Form of Sixth Amendment
dated February 1, 2009 to the February 1, 2006 Agreement to Suspend
Distribution Plans for TIAA-CREF Funds. 16/ (13) Form of Amendment dated
August 1, 2009 to the February 1, 2006 Agreement to Suspend Distribution
Plans for TIAA-CREF Funds. 18/ (14) Form of Distribution Plan
for Premier Class Shares of Registrant adopted pursuant to Rule 12b-1 of the 1940
Act, dated September 10, 2009. 18/ (15) Form of Distribution Plan
for Retirement Class Shares of Registrant on behalf of the Lifecycle Index
Funds adopted pursuant to Rule 12b-1 of the 1940 Act, dated September 10,
2009. 18/ (16) Form of Distribution Plan
for Retail Class Shares of Registrant on behalf of the Bond Index Fund
adopted pursuant to Rule 12b-1 of the 1940 Act, dated September 10, 2009. 18/ (17) Form of Amendment dated
September 10, 2009 to the February 1, 2006 Agreement to Suspend Distribution
Plans for TIAA-CREF Funds. 18/ (18) Form of Amended and
Restated Agreement to Suspend Distribution Plans dated February 1, 2010 for
TIAA-CREF Funds. 20/ (19) Form of Amended and
Restated Distribution Plan for Premier Class Shares of Registrant adopted
pursuant to Rule 12b-1 of the 1940 Act, dated July 20, 2010.* (20) Form of Amended and
Restated Compensation Distribution Plan for Retail Class Shares of Registrant
adopted pursuant to Rule 12b-1 of the 1940 Act, dated July 20, 2010.* (n) (1) Multiple Class Plan of
Registrant adopted pursuant to Rule 18f-3 of the 1940 Act. 4/ (2) Form of Amended and
Restated Multiple Class Plan effective February 14, 2006. 9/ (3) Form of Multiple Class
Plan adopted pursuant to Rule 18f-3 of the 1940 Act with respect to the
Lifecycle Funds effective January 17, 2007. 10/ (4) Form of Amendment dated
November 30, 2007 to the Multiple Class (18f-3) Plan for the Lifecycle Funds. 13/ (5) Form of Amended and Restated
Multiple Class (18f-3) Plan for the TCF Funds dated September 10, 2009. 18/ (6) Form of Amended and
Restated Multiple Class (18f-3) Plan for the Lifecycle and Lifecycle Index
Funds dated September 10, 2009. 18/ (7) Form of Amended and
Restated Multiple Class (18f-3) Plan for the TCF Funds dated July 20, 2010.* (p) TIAA-CREF Code of Ethics19/ 1/ Incorporated herein by
reference to the initial registration statement on Form N-1A (File No.
333-76651) as filed with the Commission on April 20, 1999. 2/ Incorporated herein by
reference to Pre-Effective Amendment No. 1 to the initial registration
statement on Form N-1A (File No. 333-76651) as filed with the Commission on
June 11, 1999. 3/ Incorporated herein by
reference to Pre-Effective Amendment No. 2 to the initial registration
statement on Form N-1A (File No. 333-76651) as filed with the Commission on
June 24, 1999. 4/ Incorporated herein by
reference to Post-Effective Amendment No. 5 to the initial registration
statement on Form N-1A (File No. 333-76651) as filed with the Commission on
September 27, 2002. 5/ Incorporated herein by
reference to Post-Effective Amendment No. 7 to the initial registration
statement on Form N-1A (File No. 333-76651) as filed with the Commission on
January 30, 2004. 6/ Incorporated herein by
reference to Post-Effective Amendment No. 11 to the initial registration
statement on Form N-1A (File No. 333-76651) as filed with the Commission on
September 30, 2004. 7/ Incorporated herein by
reference to Post-Effective Amendment No. 13 to the initial registration
statement on Form N-1A (File No. 333-76651) as filed with the Commission on
January 31, 2005. 8/ Incorporated herein by
reference to Post-Effective Amendment No. 16 to the initial registration
statement on Form N-1A (File No. 333-76651) as filed with the Commission on
February 1, 2006. 9/ Incorporated herein by
reference to Post-Effective Amendment No. 19 to the initial registration
statement on Form N-1A (File No. 333-76651) as filed with the Commission on
March 31, 2006. 10/ Incorporated herein by
reference to Post-Effective Amendment No. 20 to the initial registration
statement on Form N-1A (File No. 333-76651) as filed with the Commission on
January 17, 2007. 11/ Incorporated herein by
reference to Post-Effective Amendment No. 22 to the initial registration
statement on Form N-1A (File No. 333-76651) as filed with the Commission on
February 23, 2007. 12/ Incorporated herein by
reference to Post-Effective Amendment No. 24 to the initial registration
statement on Form N-1A (File No. 333-76651) as filed with the Commission on
September 30, 2007. 13/ Incorporated herein by
reference to Post-Effective Amendment No. 26 to the initial registration
statement on Form N-1A (File No. 333-76651) as filed with the Commission on
November 30, 2007. 14/ Incorporated herein by reference
to Post-Effective Amendment No. 27 to the initial registration statement on
Form N-1A (File No. 333-76651) as filed with the Commission on January 28,
2008. 15/ Incorporated herein by
reference to Post-Effective Amendment No. 28 to the initial registration
statement on Form N-1A (File No. 333-76651) as filed with the Commission on
November 21, 2008. 16/ Incorporated herein by
reference to Post-Effective Amendment No. 29 to the initial registration
statement on Form N-1A (File No. 333-76651) as filed with the Commission on
January 28, 2009. 17/ Incorporated herein by
reference to Post-Effective Amendment No. 30 to the initial registration
statement on Form N-1A (File No. 333-76651) as filed with the Commission on
June 25, 2009. 18/ Incorporated herein by
reference to Post-Effective Amendment No. 31 to the initial registration
statement on Form N-1A (File No. 333-76651) as filed with the Commission on
September 11, 2009. 19/ Incorporated herein by
reference to Post-Effective Amendment No. 32 to the initial registration
statement on Form N-1A (File No. 333-76651) as filed with the Commission on
January 22, 2010. 20/ Incorporated herein by
reference to Post-Effective Amendment No. 35 to the initial registration
statement on Form N-1A (File No. 333-76651) as filed with the Commission on
May 21, 2010. * Filed herewith. Item 29. Persons
Controlled by or Under Common Control with the Fund The
Registrant disclaims any assertion that its investment adviser, Teachers
Advisors, Inc. (“Teachers Advisors”), or the parent company or any affiliate of
Teachers Advisors directly or indirectly controls the Registrant or is under
common control with the Registrant. Additionally, the Board of Trustees of the
Registrant is the same as the board of other TIAA-CREF mutual funds, each of
which has Teachers Advisors or an affiliate as its investment adviser. In
addition, the Registrant and the other TIAA-CREF mutual funds have some
officers in common. Nonetheless, the Registrant takes the position that it is
not under common control with the other TIAA-CREF mutual funds because the
power residing in the Funds’ respective boards and officers arises as the
result of an official position with the respective investment companies.
Item 30. Indemnification
As
a Delaware statutory trust, Registrant’s operations are governed by its
Declaration of Trust dated as of April 15, 1999 (the “Declaration”). Generally,
Delaware statutory trust shareholders are not personally liable for obligations
of the Delaware statutory trust under Delaware law. The Delaware Statutory
Trust Act (the “DSTA”) provides that a shareholder of a trust shall be entitled
to the same limitation of liability extended to shareholders of private
for-profit Delaware corporations. Registrant’s Declaration expressly provides
that it has been organized under the DSTA and that the Declaration is to be
governed by Delaware law. It is nevertheless possible that a Delaware statutory
trust, such as Registrant, might become a party to an action in another state
whose courts refuse to apply Delaware law, in which case Registrant’s
shareholders could be subject to personal liability. To
protect Registrant’s shareholders against the risk of personal liability, the
Declaration (i) contains an express disclaimer of shareholder liability for
acts or obligations of Registrant and provides that notice of such disclaimer
may be given in each agreement, obligation and instrument entered into or
executed by Registrant or its trustees; (ii) provides for the indemnification
out of Registrant’s property of any shareholders held personally liable for any
obligations of Registrant or any series of Registrant; and (iii) provides that
Registrant shall, upon request, assume the defense of any claim made against
any shareholder for any act or obligation of Registrant and satisfy any
judgment thereon. Thus, the risk of a shareholder incurring financial loss
beyond his or her investment because of shareholder liability is limited to
circumstances in which all of the following factors are present: (i) a court
refuses to apply Delaware law; (ii) the liability arose under tort law or, if
not, no contractual limitation of liability was in effect; and (iii) Registrant
itself would be unable to meet its obligations. In the light of Delaware law,
the nature of Registrant’s business and the nature of its assets, the risk of
personal liability to a shareholder is remote. The
Declaration further provides that Registrant shall indemnify each of its
trustees and officers against liabilities and expenses reasonably incurred by
them, in connection with, or arising out of, any action, suit or proceeding,
threatened against or otherwise involving such trustee or officer, directly or
indirectly, by reason of being or
having been a trustee or officer of Registrant. The Declaration does not
authorize Registrant to indemnify any trustee or officer against any liability
to which he or she would otherwise be subject by reason of or for willful
misfeasance, bad faith, gross negligence or reckless disregard of such person’s
duties. Insofar
as indemnification for liability arising under the Securities Act of 1933 (the
“Securities Act”) may be permitted to trustees, officers and controlling
persons, or otherwise, Registrant has been advised that in the opinion of the
Commission such indemnification may be against public policy as expressed in
the Securities Act and may be, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person in
connection with the securities being registered, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue. Item 31. Business and Other Connections of the Investment Adviser Advisors
also provides investment management services to the TIAA-CREF Life Funds, TIAA
Separate Account VA-1 and certain unregistered pools. The directors of Advisors
are Scott C. Evans, Tony Cox, Carol Deckbar, Phillip Goff, Michael Gold and Edward Grzybowski, who are also Managers of TIAA-CREF Investment
Management, LLC, which is a wholly owned investment adviser subsidiary of TIAA
and manages the investment accounts of the College Retirement Equities Fund
(“CREF”), and which is also located at 730 Third Avenue, New York, NY
10017-3206. Item 32. Principal Underwriters Teachers
Personal Investors Services, Inc. (“TPIS”) acts as the principal underwriter
for the Registrant. TPIS also acts as the principal underwriter for TIAA
Separate Account VA-1 and the TIAA-CREF Life Funds, as well as for certain
separate accounts of TIAA-CREF Life Insurance Company that offer variable
products. The
directors of TPIS are Edward Moslander, Keith Rauschenbach, Glen Weiner and
Richard Hiller. The officers of TPIS are as follows: Name and Principal Business Positions and Offices with Principal Positions and Offices with Keith
Rauschenbach President None Patricia
Conti Chief
Financial Officer None William Bair Controller None Ilene
Shore Chief
Operating Officer None Robert S.
DeLeon Chief Legal
Officer and Assistant Secretary None Brian Moran Chief
Compliance Officer None Marjorie
Pierre-Merritt Secretary None Jorge
Gutierrez Treasurer None Patrick
Sullivan Assistant Treasurer None John
Panagakis Vice
President None Tony
Cox Vice
President None Kevin
Maxwell Vice
President None Robert Rickey Vice
President None Edward
Moslander Vice
President None Glen Weiner Vice
President None Kathleen Eckert Vice President None Mark Campisano Vice President, Tax None Thomas Dudek Anti-Money
Laundering Compliance Officer None Janet Acosta Assistant
Secretary None Glenn Black Assistant Secretary None Stewart P.
Greene Assistant
Secretary None David
Isacovici Assistant
Secretary None Meredith J.
Kornreich Assistant
Secretary None Laura O’Dell Assistant
Secretary None * The business
address of all directors and officers of TPIS is 730 Third Avenue, 12th
Floor, New York, NY 10017-3206. Additional
information about the officers of TPIS can be found on Schedule A of Form BD for
TPIS, as currently on file with the Commission (File No. 8-47051). Item 33. Location of Accounts and Records All
accounts, books and other documents required to be maintained by Section 31(a)
of the 1940 Act and the rules promulgated thereunder will be maintained at the
Registrant’s home office, 730 Third Avenue, New York, NY 10017-3206, at other
offices of the Registrant, and at the offices of the Registrant’s custodian,
State Street Bank and Trust Company, 1776 Heritage Drive, Quincy, MA 02171. In
addition, certain duplicated records are maintained at Pierce Leahy Archives,
64 Leone Lane, Chester, NY 10918 and CitiStorage, 5 North 11th
Street, Brooklyn, NY 11211. Item 34. Management Services Not
Applicable. Item 35. Undertakings Not
Applicable. SIGNATURES Pursuant
to the requirements of the Securities Act of 1933 and the Investment Company
Act of 1940, TIAA-CREF Funds certifies that it meets all the requirements for
effectiveness of this Registration Statement under Rule 485(b) under the
Securities Act of 1933 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, duly authorized, in the City of New
York, and State of New York on the 4th day of August, 2010. TIAA-CREF
FUNDS By: /s/ Scott C.
Evans Name: Scott C.
Evans Title: Principal
Executive Officer and President Pursuant
to the requirements of the Securities Act, this registration statement has been
signed below by the following persons in the capacities and on the dates
indicated. Signature Title Date /s/ Scott C.
Evans Principal
Executive Officer and President August 4,
2010 (Principal
Executive Officer) Scott C.
Evans /s/ Phillip
G. Goff Principal
Financial Officer, August 4,
2010 Principal
Accounting Officer and Treasurer Phillip G.
Goff (Principal
Financial and Accounting Officer) SIGNATURE OF TRUSTEE DATE SIGNATURE OF TRUSTEE DATE * August 4, 2010 * August 4, 2010 Forrest
Berkley Nancy L. Jacobs * August 4, 2010 * August 4, 2010 Nancy Eckl Bridget A. Macaskill * August 4, 2010 * August 4, 2010 Eugene
Flood, Jr. James M. Poterba * August 4, 2010 * August 4, 2010 Michael A.
Forrester Maceo K. Sloan * August 4, 2010 * August 4, 2010 Howell E.
Jackson Laura T. Starks /s/ Stewart
P. Greene August 4, 2010 Stewart P.
Greene as
attorney-in-fact * Signed by
Stewart P. Greene pursuant to powers of attorney previously filed with the
Securities and Exchange Commission. EXHIBIT
LIST (d)(36) Form of
Amended and Restated Expense Reimbursement Agreement dated August 1, 2010 for
the TIAA-CREF Funds. (d)(37) Form of
Amendment dated August 1, 2010 to the Investment Management Agreement between
Registrant and Advisors dated February 1, 2006. (h)(12) Form of Amendment
dated August 1, 2010 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. (i) Opinion and
Consent of Jonathan Feigelson, Esq. (j)(1) Consent of
Dechert LLP. (j)(2) Consent of
PricewaterhouseCoopers LLP. (l)(8) Form of Seed
Money Agreement by and between Registrant and TIAA, dated August 1, 2009 for
the Emerging Market Equity and Emerging Market Equity Index Funds. (m)(19) Form of
Amended and Restated Distribution Plan for Premier Class Shares of Registrant
adopted pursuant to Rule 12b-1 of the 1940 Act, dated July 20, 2010. (m)(20) Form of
Amended and Restated Compensation Distribution Plan for Retail Class Shares
of Registrant adopted pursuant to Rule 12b-1 of the 1940 Act, dated July 20,
2010. (n)(7) Form of Amended and Restated Multiple Class (18f-3) Plan for
the TCF Funds dated July 20, 2010.
Address*
Underwriter
Registrant
