485BPOS 1 c66945_485bpos.htm

As filed with the Securities and Exchange Commission on September 29, 2011

File Nos. 333-76651, 811-09301

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A


	REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	x
	Pre-Effective Amendment No.	o
	Post-Effective Amendment No. 49	x
	and/or
	REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	x
	Amendment No. 52	x
	(Check appropriate box or boxes)

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.

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


o	Immediately upon filing pursuant to paragraph (b)
x	On October 1, 2011 pursuant to paragraph (b)
o	60 days after filing pursuant to paragraph (a)(1)
o	75 days after filing pursuant to paragraph (a)(2)
o	On (date) pursuant to paragraph (a)(1)
o	On (date) pursuant to paragraph (a)(2) of rule 485

If appropriate, check the following box:

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

PROSPECTUS

OCTOBER 1, 2011

TIAA-CREF REAL ESTATE SECURITIES FUND

of the TIAA-CREF Funds

Class Ticker: Retail TCREX Retirement TRRSX Premier TRRPX Institutional TIREX

This Prospectus describes the Retail, Retirement, Premier and Institutional Class shares offered by the TIAA-CREF Real Estate Securities 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 3

Investment Objective 3

Fees and Expenses 3

Shareholder Fees 3

Annual Fund Operating Expenses 4

Example 4

Portfolio Turnover 4

Principal Investment Strategies 5

Principal Investment Risks 5

Past Performance 7

Portfolio Management 9

Purchase and Sale of Fund Shares 9

Tax Information 10

Payments to Broker-Dealers and Other Financial Intermediary Compensation 10

Additional Information About Investment Strategies and Risks 10

Additional Information About the Fund 10

Additional Information on Principal Investment Risks of the Fund 11

Additional Information About the Fund’s Benchmark Index 14

Additional Information on Principal and Non-Principal Investment Strategies 15

Portfolio Holdings 16

Portfolio Turnover 16

Share Classes 16

Management of the Fund 16

The Fund’s Investment Adviser 16

Investment Management Fees 17

Portfolio Management Team 18

Other Services 18

Distribution and Services Arrangements 19

Other Arrangements 20

Calculating Share Price 20

Dividends and Distributions 22

Taxes 23

Your Account: Purchasing, Redeeming or Exchanging Shares 25

Retail Class 25

Eligibility – Retail Class 25

Purchasing Shares – Retail Class 26

Redeeming Shares – Retail Class 30

Exchanging Shares – Retail Class 32

Retirement Class 33

Eligibility – Retirement Class 33

Purchasing Shares – Retirement Class 34

Redeeming Shares – Retirement Class 37

Exchanging Shares – Retirement Class 40

Premier Class 41

Eligibility – Premier Class 41

Purchasing Shares – Premier Class 43

Redeeming Shares – Premier Class 47

Exchanging Shares – Premier Class 49

Institutional Class 50

Eligibility – Institutional Class 50

Purchasing Shares – Institutional Class 53

Redeeming Shares – Institutional Class 56

Exchanging Shares – Institutional Class 57

Conversion of Shares 58

Important Transaction Information 59

Market Timing/Excessive Trading Policy 63

Electronic Prospectuses 65

Glossary 66

Financial Highlights 67

SUMMARY INFORMATION

TIAA-CREF REAL ESTATE SECURITIES FUND

of the TIAA-CREF Funds

INVESTMENT OBJECTIVE

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

FEES AND EXPENSES

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 Class	Retirement Class	Premier Class	Institutional Class
Maximum Sales Charge Imposed on Purchases (percentage of offering price)	0%	0%	0%	0%
Maximum Deferred Sales Charge	0%	0%	0%	0%
Maximum Sales Charge Imposed on Reinvested Dividends and Other Distributions	0%	0%	0%	0%
Redemption or Exchange Fee	0%	0%	0%	0%
Account Maintenance Fee (annual fee on accounts under $2,000)	$15.00	0%	0%	0%

TIAA-CREF Real Estate Securities Fund ■ Prospectus 3

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		0.50%	0.50%	0.50%	0.50%
Distribution (Rule 12b-1) Fees¹		0.12%	—	0.15%	—
Other Expenses		0.22%	0.33%	0.09%	0.09%
Total Annual Fund Operating Expenses		0.84%	0.83%	0.74%	0.59%
Waivers and Expense Reimbursements²		—	0.01%	0.02%	0.02%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		0.84%	0.82%	0.72%	0.57%

1	The Retail Class of the Fund has adopted a Distribution (12b-1) Plan that reimburses the Fund’s distributor, Teachers Personal Investors Services, Inc. (“TPIS”), for its expenses in providing distribution, promotional and shareholder services to Retail Class shares at the annual rate of up to 0.25% of average daily net assets attributable to Retail Class shares.
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) 0.96% of average daily net assets for Retail Class shares; (ii) 0.82% of average daily net assets for Retirement Class shares; (iii) 0.72% of average daily net assets for Premier Class shares; and (iv) 0.57% of average daily net assets for Institutional Class shares of the Fund. These expense reimbursement arrangements will continue through at least September 30, 2012, unless changed with approval of the Board of Trustees.

Example

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 September 30, 2012 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	$	86	$	84	$	74	$	58
3 Years	$	268	$	264	$	235	$	187
5 Years	$	466	$	460	$	410	$	327
10 Years	$	1,037	$	1,024	$	917	$	736

PORTFOLIO TURNOVER

4 Prospectus ■ TIAA-CREF Real Estate Securities 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. During the fiscal year ended September 30, 2010, the Fund’s portfolio turnover rate was 66% of the average value of its portfolio. During the six-month fiscal period ended March 31, 2011, the Fund’s portfolio turnover rate was 30% (not annualized) of the average value its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund invests at least 80% of its assets in the securities of companies that are principally engaged in or related to the real estate industry (“real estate securities”), including those that own significant real estate assets, such as real estate investment trusts (“REITs”). The Fund will invest primarily in equity securities of such companies. The Fund is actively managed using a research-oriented process with a focus on cash flows, asset values and Advisors’ belief in management’s ability to increase shareholder value. The Fund does not invest directly in real estate. The Fund concentrates its investments in the real estate industry. From time to time, the Fund may also invest in debt securities of companies principally engaged in or related to the real estate industry. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes.

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

The Fund also may invest up to 15% of its assets in real estate securities of foreign issuers and up to 20% of its assets in equity (including preferred stock) and debt securities of issuers that are not engaged in or related to the real estate industry. The benchmark index for the Fund is the FTSE NAREIT All Equity REITs Index.

PRINCIPAL INVESTMENT RISKS

You could lose money over short or long periods by investing in this Fund. Accordingly, an investment in the Fund, due to the nature of the Fund’s portfolio holdings, typically is subject to the following principal investment risks:

TIAA-CREF Real Estate Securities Fund ■ Prospectus 5

· Real Estate Investing Risk—As a result of the Fund’s investment objective, the Fund is subject to all of the risks associated with the ownership of real estate. These risks include, among others, declines in the value of real estate, negative changes in the climate for real estate, risks related to general and local economic conditions, decreases in property revenues, increases in prevailing interest rates, property taxes and operating expenses, changes in zoning laws and costs resulting from the cleanup of environmental problems.

· Active Management Risk—The risk that the strategy, investment selection or trading execution of Advisors could cause the Fund to underperform its benchmark index or mutual funds with similar investment objectives.

· Market Risk—The risk that market prices of investments held by the Fund may fall rapidly or unpredictably due to a variety of factors, including changing economic, political or market conditions. Market risk may affect a single issuer, industry or section of the economy, or it may affect the market as a whole.

· 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 financial instruments of U.S. issuers. This risk may be heightened in emerging or developing markets. Foreign investments may also be less liquid and more difficult to value than investments in U.S. issuers.

· Interest Rate Risk (a type of Market Risk)—The risk that increases in interest rates can cause the prices of fixed-income investments to decline. This risk is heightened to the extent the Fund invests in longer duration fixed-income investments.

· Industry Concentration Risk—Because the Fund concentrates its investments in only one industry and holds securities of relatively few issuers, the value of its portfolio is likely to experience greater fluctuations and may be subject to greater risk than those of other funds.

· Mid-Cap Risk—The risk that the stocks of mid-capitalization companies often have greater price volatility, lower trading volume and less liquidity than the stocks of larger, more established companies.

· Small-Cap Risk—The risk that the stocks of small-capitalization companies often experience greater price volatility than large- or mid-sized companies because small-cap companies are often newer or less established than larger companies and are likely to have more limited resources,

6 Prospectus ■ TIAA-CREF Real Estate Securities Fund

products and markets. Securities of small-cap companies are often less liquid than securities of larger companies as a result of there being a smaller market for their securities.

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.

PAST PERFORMANCE

The following chart and table help illustrate some of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year. The bar chart shows the annual total returns of the Institutional Class of the Fund, before taxes, in each full calendar year since inception of the class. Because the expenses vary across share classes, the performance of the Institutional Class will vary from the other share classes. Below the bar chart are the best and worst returns for a calendar quarter since inception of the Institutional Class. The performance table following the bar chart shows the Fund’s average annual total returns for the Institutional Class, Retirement Class, Premier Class and Retail Class over the one-year, five-year, ten-year and since-inception periods (where applicable) ended December 31, 2010, and how those returns compare to those of the Fund’s benchmark index. After-tax performance is shown only for Institutional Class shares, and after-tax returns for the other Classes of shares will vary from the after-tax returns presented for Institutional Class shares.

The returns shown below reﬂect previous agreements by the Fund’s investment adviser to waive or reimburse the Fund for certain fees and expenses. Without these waivers and reimbursements, the returns of the Fund would have been lower. Past performance of the Fund (before and after taxes) is not necessarily an indication of how it will perform in the future. The benchmark index listed below is unmanaged, and you cannot invest directly in the index. The returns for the index reflect no deduction for fees, expenses or taxes.

For current performance information of each share class, including performance to the most recent month-end, please visit www.tiaa-cref.org.

TIAA-CREF Real Estate Securities Fund ■ Prospectus 7

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)^†

^† The year-to-date return as of the most recent calendar quarter, which ended on June 30, 2011, was 9.86%.

Best quarter: 31.84%, for the quarter ended September 30, 2009. Worst quarter: -37.54%, for the quarter ended December 31, 2008.

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2010


	Inception Date	One Year			Five Years			Since Inception
Institutional Class	10/1/02			$			$
Return Before Taxes		31.10	%		2.15	%		10.70	%
Return After Taxes on Distributions		30.20	%		0.58	%		7.78	%
Return After Taxes on Distributions and Sale of
Fund Shares		20.16	%		1.27	%		7.88	%
Retail Class	10/1/02
Return Before Taxes		30.80	%		2.05	%		10.54	%
Retirement Class	10/1/02
Return Before Taxes		30.73	%		1.95	%		10.51	%
Premier Class	9/30/09
Return Before Taxes		30.89	%		2.13	%*		10.69	%*
FTSE NAREIT All Equity REITs Index
(reflects no deductions for fees, expenses or taxes)		27.95	%		3.03	%		10.99	%^†

Current performance of the Fund’s shares may be higher or lower than that shown above.

* The performance shown for the Premier Class that is prior to its inception date is based on performance of the Fund’s Institutional Class. The performance for these periods has not been restated to reflect higher expenses of the Premier Class. If those expenses had been reflected, the performance would have been lower.

^† The performance above is calculated from the Institutional Class inception date.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect during the periods shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(a),

8 Prospectus ■ TIAA-CREF Real Estate Securities Fund

401(k) or 403(b) plans or Individual Retirement Accounts (IRAs). After-tax returns are shown for only one class and after-tax returns for other classes will vary.

PORTFOLIO MANAGEMENT

Investment Adviser. The Fund’s investment adviser is Teachers Advisors, Inc.

Portfolio Managers. The following people manage the Fund on a day-to-day basis:



Name:	David Copp	Brendan W. Lee

Title:	Managing Director	Director

Experience on Fund:	since 2005	since 2006

PURCHASE AND SALE OF FUND SHARES

Retail Class shares are available for purchase through certain 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 primarily offered through certain financial intermediaries and employer-sponsored employee benefit plans.

· 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.

TIAA-CREF Real Estate Securities Fund ■ Prospectus 9

TAX INFORMATION

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 redemptions made from tax-deferred accounts may be subject to income tax.

PAYMENTS TO BROKER-DEALERS AND OTHER
FINANCIAL INTERMEDIARY COMPENSATION

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 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 real estate securities. 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.

10 Prospectus ■ TIAA-CREF Real Estate Securities Fund

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 an investment in this fund to be a complete investment program or appropriate for the investment of a majority of an investor’s assets. Instead, an investment in this Fund should be part of an investor’s larger, diversified investment portfolio.

The Fund has changed its fiscal year-end from September 30 to March 31. As a result, certain information is provided in this Prospectus and in the Fund’s SAI for both the fiscal periods ended September 30, 2010 and March 31, 2011.

Please see the Glossary toward 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 to some degree 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 investments in equity securities. More specifically, the Fund typically is subject to the following principal investment risks:

• Real Estate Investing Risk—As a result of the Fund’s investment objective, the Fund is subject to all of the risks associated with the ownership of real estate. These risks include, among others: declines in the value of real estate, negative changes in the climate for real estate, risks related to general and local economic conditions, over-building and increased competition, decreases in property revenues, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants, leveraging of interests in real estate, increases in prevailing interest rates and costs resulting from the cleanup of environmental problems. Because of its objective of investing in the securities of issuers whose products and services are engaged in or related to the real estate industry, it is subject to the risk that the value of such securities will be negatively affected by one or more of these risks.

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

TIAA-CREF Real Estate Securities Fund ■ Prospectus 11

acquiring the securities of REITs, the Fund runs the risk that it could sell such securities at an inopportune time.

· Active Management Risk—The risk that the performance of the Fund which is actively managed, reflects in part the ability of Advisors to make active investment, strategic, or trading decisions that are suited to achieving the Fund’s investment objective. As a result of strategy, investment selection or trading execution, the Fund could underperform its benchmark or other mutual funds with similar investment objectives.

· Market Risk—The risk that the price of securities or financial instruments may decline in response to general market and economic conditions or events, including conditions and developments outside of the financial markets such as significant changes in interest and inflation rates and the availability of credit. Accordingly, the value of the securities or financial instruments that the Fund holds may decline over short or extended periods of time. Any investment is subject to the risk that the financial markets as a whole may decline in value, thereby depressing the investment’s price. Equity markets, for example, 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 financial markets, the Fund may undergo an extended period of decline.

· 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.
The risks described above often increase in countries with emerging markets. For example, these countries may have more unstable governments than developed countries, and their economies may be based on only a few industries. Because their financial markets may be very small,

12 Prospectus ■ TIAA-CREF Real Estate Securities Fund

prices of issuers in emerging market countries may be volatile and difficult to determine. In addition, foreign investors such as the Fund are subject to a variety of special restrictions in many such countries.

· Issuer 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 its financial instruments over short or extended periods of time. In times of market turmoil, perceptions of an issuer’s credit risk can quickly change and even large, well-established companies may deteriorate rapidly with little or no warning.

· Interest Rate Risk (a type of Market Risk)—The risk that the value or yield of fixed-income investments may decline if interest rates change. In general, when prevailing interest rates decline, the market values of fixed-income investments (particularly those paying a fixed rate of interest) tend to increase while yields on fixed-income investments tend to decrease, which could adversely affect the Fund’s income. Conversely, when prevailing interest rates increase, the market values of fixed-income investments (particularly those paying a fixed rate of interest) tend to decline. Depending on the timing of the purchase of a fixed-income investment and the price paid for it, changes in prevailing interest rates may increase or decrease the investment’s yield. Fixed-income investments with longer durations tend to be more sensitive to interest rate changes than shorter-term investments.

· Mid-Cap Risk—Securities of medium-sized companies may experience greater fluctuations in price than the securities of larger companies. From time to time, medium-sized company securities may have to be sold at a discount from their current market prices or in small lots over an extended period, since they may be harder to sell than larger-cap securities. In addition, it may sometimes be difficult to find buyers for securities of medium-sized companies that the Fund wishes to sell when the company is not perceived favorably in the marketplace or during periods of poor economic or market conditions. Such companies may be subject to certain business risks due to their smaller size, limited markets and financial resources, narrow product lines and frequent lack of depth of management. The costs of purchasing and selling securities of medium-sized companies are sometimes greater than those of more widely traded securities.

· Small-Cap Risk—Securities of small-sized companies may experience greater fluctuations in price than the securities of larger companies. From time to time, small-sized company securities may have to be sold at a discount from their current market prices or in small lots over an extended period, since they may be harder to sell than larger-cap securities. In

TIAA-CREF Real Estate Securities Fund ■ Prospectus 13

addition, it may sometimes be difficult to find buyers for securities of small-sized companies that the Fund wishes to sell when the company is not perceived favorably in the marketplace or during periods of poor economic or market conditions. Such companies may be subject to certain business risks due to their smaller size, limited markets and financial resources, narrow product lines and frequent lack of depth of management. The costs of purchasing and selling securities of small-sized companies are sometimes greater than those of more widely traded securities.

In addition to the principal investment risks set forth above, there are other risks associated with investing in the Fund and in fixed-income and equity investments 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 equity and fixed-income investments.

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.

FTSE NAREIT All Equity REITs Index

The FTSE NAREIT All Equity REITs Index (“NAREIT Index”) is an unmanaged, market capitalization weighted index of all publicly traded REITs that invest predominantly in the equity ownership of real estate. The index is designed to reflect the performance of all publicly traded equity REITs as a whole. The constituents of the NAREIT Index are those firms that own, manage and lease investment-grade commercial real estate. Specifically, a company is classified as an Equity REIT if 75% or more of its gross invested book assets are invested in real property. Constituents of the NAREIT Index must meet FTSE’s standard index methodology including minimum size, liquidity criteria and free float adjustments. Only companies valued at more than $100 million (on the date at which the data for the review are taken) will be included in the index. Securities which have not turned over at least 0.5% of their shares in issue (after the application of investability weightings) per month for ten of the twelve months prior to a full market review are not eligible for inclusion in the index. Existing constituents of the NAREIT Index failing to trade at least 0.5% of their shares in issue (after the application of any investability weightings) per month for more than four of the twelve months prior to the review will be removed. An issuer that has a free float of less than or equal to 15% will be ineligible for inclusion in the index.

14 Prospectus ■ TIAA-CREF Real Estate Securities Fund

ADDITIONAL INFORMATION ON PRINCIPAL AND NON-PRINCIPAL INVESTMENT STRATEGIES

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. 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.

Where appropriate futures contracts do not exist, or if Advisors deems advisable for other reasons, the Fund may invest in investment company securities, such as exchange-traded funds (“ETFs”). The Fund may also use ETFs for cash management purposes and other purposes, including to gain exposure to certain sectors or securities that are represented by ownership in ETFs. When 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.

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), options on swaps, 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.

The Fund may also make certain other investments. For example, the Fund may invest in interest-only and principal-only mortgage-backed securities. These instruments have unique characteristics and are more sensitive to prepayment risk and extension risk than traditional mortgage-backed securities.

Please see the Fund’s SAI for more information on these and other investments the Fund may utilize.

TIAA-CREF Real Estate Securities Fund ■ Prospectus 15

PORTFOLIO HOLDINGS

A description of the Fund policies and procedures with respect to the disclosure of its portfolio holdings is available in the Fund SAI.

PORTFOLIO TURNOVER

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 portfolio turnover rate of the Fund is listed above in the “Summary Information” section and the portfolio turnover rate during recent fiscal periods is provided in the Financial Highlights. 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.

SHARE CLASSES

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 TIAA-CREF if you have questions or would like assistance in determining which class is right for you.

MANAGEMENT OF THE FUND

THE FUND INVESTMENT ADVISER

16 Prospectus ■ TIAA-CREF Real Estate Securities Fund

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 (“TCIM”), certain personnel of Advisors also manage the investment accounts of CREF. As of June 30, 2011, Advisors and TCIM together had approximately $235 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, 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 pursuant to an investment management agreement with the Trust that was approved by shareholders of the Fund (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. Advisors also supervises and acts as liaison among the various service providers to the Fund, such as the custodian and transfer agent.

The annual investment management fees charged under the Management Agreement with respect to the Fund are as follows:

INVESTMENT MANAGEMENT FEES


		Assets Under Management	Fee Rate
		(Billions)	(average daily net assets)
Real Estate Securities Fund*		$0.0—$1.0	0.50%
		Over $1.0—$2.5	0.48%
		Over $2.5—$4.0	0.46%
		Over $4.0	0.44%
*	For the fiscal period ended March 31, 2011, the effective annual fee rate was 0.50% for the Fund.

TIAA-CREF Real Estate Securities Fund ■ Prospectus 17

A discussion regarding the basis for the Board of Trustees’ most recent approval of the Fund’s Management Agreement is available in the Fund’s annual shareholder report for the period ended March 31, 2011. For a free copy of the Fund shareholder report, please call 800 842-2252, visit the Fund website at www.tiaa-cref.org or visit the SEC’s website at www.sec.gov.

PORTFOLIO MANAGEMENT TEAM

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. Certain team members are, for example, principally responsible for selecting appropriate investments for the Fund and others are principally responsible for asset allocation. The following is a list of members of the management team primarily responsible for managing the Fund’s investments, along with their relevant experience. The members of the team may change from time to time.


Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
REAL ESTATE SECURITIES FUND
David Copp Managing Director	Stock Selection– REITS: Lead Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2004 to Present (portfolio management of domestic REIT portfolios), RBC Capital Markets—2002 to 2005 (senior research analyst covering REITS)	2005	1996	2005
Brendan W. Lee Director	Stock Selection—REITs	Advisors, TCIM and other advisory affiliates of TIAA—2004 to Present (portfolio management of domestic REIT portfolios), Cliffwood Partners—1998 to 2006 (senior research analyst supporting REIT hedge fund and long-only strategies)	2006	1998	2006

The Fund’s SAI provides additional disclosure about the compensation structure for 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.

OTHER SERVICES

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.

18 Prospectus ■ TIAA-CREF Real Estate Securities Fund

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 Fees and Expenses section of this Prospectus. Advisors may rely on affiliated or unaffiliated persons to fulfill its obligations under the Retirement Class Service Agreement.

DISTRIBUTION AND SERVICES ARRANGEMENTS

ALL CLASSES

Teachers Personal Investors Services, Inc. (“TPIS”) distributes each class of Fund 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 12b-1 fees it receives from Premier Class and Retail Class shares 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 that allows the Fund to reimburse TPIS and other entities for expenses related to the sale and promotion of Retail Class shares.

Under the plan, the Fund may reimburse TPIS and TPIS may, in turn, pay another entity up to 0.25% of average daily net assets attributable to Retail Class shares for distribution and promotion-related expenses as well as shareholder 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 Retail Class assets on an ongoing basis, over time they will increase the cost of your investment in the Retail Class.

More information about the Fund’s distribution and services arrangements for Retail Class shares appears in the Fund’s SAI.

TIAA-CREF Real Estate Securities Fund ■ Prospectus 19

RETIREMENT CLASS

TPIS distributes the Fund’s Retirement Class shares.

More information about the Fund’s distribution and services arrangements for Retirement Class shares appears in the Fund’s SAI.

PREMIER CLASS

TPIS distributes the Fund Premier Class shares. The Fund has adopted a distribution plan under Rule 12b-1 with respect to Premier Class shares 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 and TPIS may, in turn, pay another entity 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 Premier Class assets on an ongoing basis, over time they will increase the cost of your investment in the Premier Class.

More information about the Fund distribution and services arrangements for Premier Class shares appears in the Fund SAI.

INSTITUTIONAL CLASS

TPIS distributes the Fund Institutional Class shares. More information about the Fund distribution and services arrangements for Institutional Class shares appears in the Fund SAI.

OTHER ARRANGEMENTS

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.

CALCULATING SHARE PRICE

The Fund determines its net asset value (“NAV”) per share, or share price, on each day the New York Stock Exchange (the “NYSE”) is open for business. The NAV for the Fund is calculated as of the time when regular trading closes on the NYSE (generally, 4:00 p.m. Eastern Time 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

20 Prospectus ■ TIAA-CREF Real Estate Securities Fund

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 value of the Fund’s investments denominated in foreign currencies is converted to U.S. dollars for purposes of determining the Fund’s NAV.

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. 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. 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.

TIAA-CREF Real Estate Securities Fund ■ Prospectus 21

using market prices at the close of the foreign exchange on which a portfolio security is primarily traded. 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, independent pricing sources or values derived from a pricing matrix that has various types of money market instruments along one axis and various maturities along the other.

DIVIDENDS AND DISTRIBUTIONS

The Fund expects to declare and distribute to shareholders substantially all of its net investment income and net realized capital gains, if any. The amount distributed will vary according to the income received from securities held by the Fund and capital gains realized from the sale of securities. The Fund plans to pay dividends on a quarterly 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 same share class 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 the same share class 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

22 Prospectus ■ TIAA-CREF Real Estate Securities Fund

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 or annuity 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 or annuity product issuer or your plan sponsor or intermediary for more details.

TAXES

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

Taxes on dividends and distributions. Unless you are tax-exempt or hold Fund shares in a tax-deferred account, you 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 2012. 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 2012. Additional information about this can be found in the Fund SAI.

TIAA-CREF Real Estate Securities Fund ■ Prospectus 23

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 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 a 401(a), 401(k) or 403(b) plan or an IRA, 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.)

24 Prospectus ■ TIAA-CREF Real Estate Securities Fund

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 SAI.

YOUR ACCOUNT: PURCHASING, REDEEMING
OR EXCHANGING SHARES

RETAIL CLASS

Eligibility – Retail Class

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

TIAA-CREF Real Estate Securities Fund ■ Prospectus 25

federal income tax while saving to pay qualified higher education expenses of a designated beneficiary.

· Corporate and Institutional accounts.

· Omnibus accounts held by financial intermediaries, platforms, programs, plans and other similar entities (collectively, “financial intermediaries”) on behalf of other investors.

· Registered and unregistered investment company accounts.

· Other accounts, entities and categories of shareholders as may be approved by the Fund from time to time.

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 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 can only accept payment to establish a new account if the

26 Prospectus ■ TIAA-CREF Real Estate Securities Fund

check presented for deposit into the new account is drawn against an account registered in the same name as the prospective investor.

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 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:

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 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:

TIAA-CREF Real Estate Securities Fund ■ Prospectus 27

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 you can request by calling 800 223-1200, or you may download it from the Fund 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).

28 Prospectus ■ TIAA-CREF Real Estate Securities Fund

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 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.

TIAA-CREF Real Estate Securities Fund ■ Prospectus 29

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 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

Usually, the Fund sends your redemption proceeds 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 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 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.

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

30 Prospectus ■ TIAA-CREF Real Estate Securities Fund

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 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 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 assets, then the Fund, at its sole discretion, has the right (without prior notice) to satisfy the difference between

TIAA-CREF Real Estate Securities Fund ■ Prospectus 31

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

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
www.tiaa-cref.org. Once made, your transaction cannot be modified or canceled.

By Systematic Exchange: You can elect this feature only if the balance of the Fund account from which you are transferring shares is at least $5,000. The

32 Prospectus ■ TIAA-CREF Real Estate Securities Fund

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.

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.

RETIREMENT CLASS

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) or 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 Real Estate Securities Fund ■ Prospectus 33

• 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 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.

34 Prospectus ■ TIAA-CREF Real Estate Securities 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 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:

· writing to TIAA-CREF at P.O. Box 1259, Charlotte, NC 28201;

· calling our Automated Telephone Service (24 hours a day) at 800 842-2252; or

· using the TIAA-CREF website’s account access feature at www.tiaa-cref.org.

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 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

TIAA-CREF Real Estate Securities Fund ■ Prospectus 35

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 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 99054546

Specify on the wire:

· The TIAA-CREF Funds—Retirement Class;

· Account registration (names of registered owners), address and Social Security number or taxpayer identification number;

· Indicate if this is for a new or existing account (provide Fund account number if existing); and

· The Fund and the 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.

36 Prospectus ■ TIAA-CREF Real Estate Securities Fund

· If any investment in the Fund is returned as “insufficient funds,” 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 Market Timing/Excessive Trading Policy (see below).

In-Kind Purchases of Shares by Eligible Investors

Advisors, at its sole discretion, may permit Eligible Investors or their clients to purchase Retirement Class shares with investment securities (instead of cash), if: (1) Advisors believes the securities are appropriate investments for the 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 their employer’s plan, and Eligible Investors

TIAA-CREF Real Estate Securities Fund ■ Prospectus 37

can redeem (sell) their Retirement Class shares at any time. A redemption can be part of an exchange.

To request a redemption, you can do one of the following:

· write to TIAA at P.O. Box 1259, Charlotte, NC 28201;

· call our Automated Telephone Service (24 hours a day) at 800 842-2252.

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. We can suspend or terminate your ability to transact by telephone, Internet, or by fax at any time, for any reason.

Pursuant to a TIAA-CREF participant’s instructions, the Fund reinvests redemption proceeds in (1) Retirement Class shares of other funds or series of the TIAA-CREF Funds available under the participant’s plan, or (2) shares of other mutual funds available under the participant’s plan. Redemptions are effected as of the day that the Fund transfer agent (or other authorized Fund agent) receives your request in “good order” (see below), and your participant or IRA account will be credited within seven days thereafter. If a redemption is requested after a recent purchase of Retirement Class shares by check, the Fund may delay payment of the redemption proceeds until the check clears. This can take up to ten days. If you request a withdrawal, we will send the proceeds by check to the address of record, or by electronic funds transfer to the bank account on file. A letter of instruction with a bank signature guarantee is required if the withdrawal is sent to a bank account not on file, to an address other than the address of record, or to an address of record that has been changed within the last 14 calendar days. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange. A notary public cannot provide a signature guarantee. Please contact the Fund for further information.

We reserve the right to require a signature guarantee on any 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. 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.

38 Prospectus ■ TIAA-CREF Real Estate Securities Fund

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 to the Eligible Investor on the next business day after the Fund receives a redemption request in “good order” by the Fund 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.

If you request a withdrawal, we will send the proceeds by check to the address of record, or by electronic funds transfer to the bank account on file. A letter of instruction with a bank signature guarantee is required if the withdrawal is sent to a bank account not on file, to an address other than the address of record, or to an address of record that has been changed within the last 30 calendar days. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange. A notary public cannot provide a signature guarantee. Please contact the Fund for further information.

We reserve the right to require a signature guarantee on any redemption.

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. 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

TIAA-CREF Real Estate Securities Fund ■ Prospectus 39

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:

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; or

· 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:

· writing to TIAA at P.O. Box 1259, Charlotte, NC 28201;

· calling our Automated Telephone Service (24 hours a day) at 800 842-2252; or

· using the TIAA-CREF website’s account access feature at www.tiaa-cref.org.

Exchanges must generally be for at least $1,000 (except for systematic exchanges, which must be at least $100) or your entire balance, if less.

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.

40 Prospectus ■ TIAA-CREF Real Estate Securities Fund

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 series of the TIAA-CREF Funds at any time, subject to the limitations described in the Fund 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 between accounts can be made only if the accounts are registered in the same name(s), address and Social Security number or taxpayer identification number. An exchange is considered a sale of securities and therefore may be a taxable event.

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.

PREMIER CLASS

Eligibility – Premier Class

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”),

· insurance company separate accounts advised by or affiliated with Advisors, or

· other affiliates of TIAA-CREF;

· 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, or

TIAA-CREF Real Estate Securities Fund ■ Prospectus 41

· 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; or

· other accounts, entities and categories of shareholders as may be approved by the Fund from time to time.

The Fund 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;

· State-sponsored tuition savings plans and HSAs that are not sponsored by an affiliate of Advisors;

42 Prospectus ■ TIAA-CREF Real Estate Securities Fund

· 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, 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 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 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.

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

TIAA-CREF Real Estate Securities Fund ■ Prospectus 43

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 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
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 Premier 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:

· writing to TIAA-CREF at P.O. Box 1259, Charlotte, NC 28201;

· calling our Automated Telephone Service (24 hours a day) at 800 842-2252; or

· using the TIAA-CREF website’s account access feature at www.tiaa-cref.org.

Purchasing Shares—For Eligible Investors and Their Clients:

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

44 Prospectus ■ TIAA-CREF Real Estate Securities Fund

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.

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 99054546

Specify on the wire:

· The TIAA-CREF Funds—Premier Class;

· Account registration (names of registered owners), address and Social Security number or taxpayer identification number;

· Indicate if this is for a new or existing account (provide Fund account number if existing); and

· The Fund and the amount to be invested.

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

TIAA-CREF Real Estate Securities Fund ■ Prospectus 45

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.

· Your ability to purchase shares may be restricted due to limitations on exchanges, including limitations related to the Fund Market Timing/Excessive Trading Policy (see below).

In-Kind Purchases of Shares by Eligible Investors

Advisors, at its sole discretion, may permit Eligible Investors or their clients to purchase 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

46 Prospectus ■ TIAA-CREF Real Estate Securities Fund

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 their 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:

· write to TIAA at P.O. Box 1259, Charlotte, NC 28201;

· call our Automated Telephone Service (24 hours a day) at 800 842-2252.

Pursuant to a TIAA-CREF participant’s instructions, the Fund reinvests redemption proceeds in (1) Premier Class shares of other funds or series of the TIAA-CREF Funds available under the participant’s plan, or (2) shares of other mutual funds available under the participant’s 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. 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 withdrawal, we will send the proceeds by check to the address of record, or by electronic funds transfer to the bank account on file. A letter of instruction with a bank signature guarantee is required if the withdrawal is sent to a bank account not on file, address other than the address of record, or to an address of record that has been changed within the last 14 calendar days. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange. A notary public cannot provide a signature guarantee. Please contact the Fund for further information.

We reserve the right to require a signature guarantee on any redemption.

TIAA-CREF Real Estate Securities Fund ■ Prospectus 47

Redeeming Shares—For Eligible Investors and Their Clients:

Eligible Investors can redeem (sell) their Premier Class shares at any time.

If your shares are held through an Eligible Investor, contact the Eligible Investor for applicable redemption requirements. Shares held through an Eligible Investor must be redeemed by the Eligible Investor. For further information, contact your intermediary or plan sponsor. Redemption requests generally must include: account number, transaction amount (in dollars or shares), signatures of all owners exactly as registered on the account, Medallion Signature Guarantees of each owner on the account (if required), and any other required supporting legal documentation.

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

If you request a withdrawal, we will send the proceeds by check to the address of record, or by electronic funds transfer to the bank account on file. A letter of instruction with a bank signature guarantee is required if the withdrawal is sent to bank account not on file, address other than the address of record, or to an address of record that has been changed within the last 14 calendar days. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange. A notary public cannot provide a signature guarantee. Please contact the Fund for further information.

We reserve the right to require a signature guarantee on any redemption.

In-Kind Redemptions of Shares

48 Prospectus ■ TIAA-CREF Real Estate Securities 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 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:

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; or

· 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:

· writing to TIAA at P.O. Box 1259, Charlotte, NC 28201;

· calling our Automated Telephone Service (available 24 hours a day) at 800 842-2252; or

· using the TIAA-CREF website’s account access feature at www.tiaa-cref.org.

Exchanges must generally be for at least $1,000 (except for systematic exchanges, which must be for at least $100) or your entire balance, if less.

TIAA-CREF Real Estate Securities Fund ■ Prospectus 49

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 Market Timing/Excessive Trading Policy below. (An exchange is a simultaneous redemption of shares in one fund and a purchase of shares in another fund.)

If you hold shares through an intermediary, plan sponsor or other Eligible Investor, contact the Eligible Investor for applicable exchange requirements.

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.

INSTITUTIONAL CLASS

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,

50 Prospectus ■ TIAA-CREF Real Estate Securities Fund

• employer-sponsored employee benefit plans,

• 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, or through custody accounts established by individuals such 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 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)

TIAA-CREF Real Estate Securities Fund ■ Prospectus 51

(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;

· 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;

· 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; or

· Other persons, accounts, entities and categories of shareholders as determined by the Fund from time to time.

Please note that the initial minimum investment requirement must be met at the time of initial investment or, as approved by the Fund, 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 Fund for which the shareholder is otherwise eligible if the initial minimum investment requirement is not

52 Prospectus ■ TIAA-CREF Real Estate Securities Fund

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 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.

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.

TIAA-CREF Real Estate Securities Fund ■ Prospectus 53

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 99054546

Specify on the wire:

· The TIAA-CREF Funds—Institutional Class;

· Account registration (names of registered owners), address and Social Security number or taxpayer identification number;

· Indicate if this is for a new or existing account (provide Fund account number if existing); and

· The Fund 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.

54 Prospectus ■ TIAA-CREF Real Estate Securities 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.

· An investor’s ability to purchase shares may be restricted due to limitations on exchanges, including limitations related to the Fund Market Timing/Excessive Trading Policy (see below).

TIAA-CREF Real Estate Securities Fund ■ Prospectus 55

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.

Redeeming Shares—For Shares Held Through an Eligible Investor

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

Redemption Proceeds—All Investors

Usually, the Fund sends redemption proceeds on the next business day after the Fund receives a redemption request in “good order” by the Fund transfer

56 Prospectus ■ TIAA-CREF Real Estate Securities Fund

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.

If you request a withdrawal, we will send the proceeds by check to the address of record or by electronic funds transfer to the bank account on file. A letter of instruction with a bank signature guarantee is required if the withdrawal is sent to a bank account not on file, to an address other than the address of record, or to an address of record that has been changed within the last 30 calendar days. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange. A notary public cannot provide a signature guarantee. Please contact the Fund for further information.

We reserve the right to require a signature guarantee on any redemption.

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. 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 series of the TIAA-CREF Funds at any time, subject to the limitations described in the Fund 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.)

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.

TIAA-CREF Real Estate Securities Fund ■ Prospectus 57

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

Once made, an exchange request cannot be modified or canceled.

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 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

58 Prospectus ■ TIAA-CREF Real Estate Securities Fund

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 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 at its processing center (or by another 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,

TIAA-CREF Real Estate Securities Fund ■ Prospectus 59

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.

Large Redemptions—Applicable to All Investors. Please contact the Fund before redeeming a large dollar amount of shares (including exchange requests since they include redemption transactions). Large redemptions of Fund shares may be detrimental to the Fund’s other shareholders because such transactions can adversely affect a portfolio manager’s ability to efficiently manage the Fund. By contacting the Fund before you attempt to redeem a large dollar amount, you may avoid in-kind payment of your request.

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,

60 Prospectus ■ TIAA-CREF Real Estate Securities Fund

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 non-retirement 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.

TIAA-CREF Real Estate Securities Fund ■ Prospectus 61

· 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 14 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 owner 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 Operation 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 beneficiaries

62 Prospectus ■ TIAA-CREF Real Estate Securities Fund

survive 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 provides 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—
APPLICABLE TO ALL INVESTORS

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 Real Estate Securities Fund ■ Prospectus 63

programs, asset allocation programs and other similar programs that are approved by the Fund. The Fund 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 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 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 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 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.

64 Prospectus ■ TIAA-CREF Real Estate Securities Fund

ELECTRONIC PROSPECTUSES

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 Real Estate Securities Fund ■ Prospectus 65

GLOSSARY

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

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

Equity Investments: 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 Investments: 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.

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

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

66 Prospectus ■ TIAA-CREF Real Estate Securities Fund

FINANCIAL HIGHLIGHTS

The Financial Highlights table is intended to help you understand the financial performance of each class of shares of the Fund for the past five years (or, if the class has not been in operation for five years, since commencement of operations of that class). Certain information reflects financial results for a single share of the Fund. The total returns in the table show the rates that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions).

PricewaterhouseCoopers LLP serves as the Fund independent registered public accounting firm and has audited the financial statements of the Fund for each of the periods presented. Their reports appear in the Trust’s Annual Report, which is available without charge upon request.

TIAA-CREF Real Estate Securities Fund ■ Prospectus 67

FINANCIAL HIGHLIGHTS (continued)

REAL ESTATE SECURITIES FUND ■ FOR THE PERIOD OR YEAR ENDED


		Institutional Class
##	40451	03/31/11		(a)	09/30/10			09/30/09			09/30/08			09/30/07			09/30/06
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	9.35		$	7.24		$	10.51		$	14.65		$	15.34		$	14.46
Gain (loss) from investment operations:
Net investment
income (loss) (c)			0.05			0.19			0.23			0.27			0.22			0.34
Net realized and
unrealized gain (loss)
on total investments			1.42			2.12			(3.31	)		(2.24	)		0.47			2.69
Total gain (loss) from
investment operations			1.47			2.31			(3.08	)		(1.97	)		0.69			3.03
Less distributions from:
Net investment income			(0.07	)		(0.18	)		(0.19	)		(0.39	)		(0.48	)		(0.57	)
Net realized gains			—			—			—			(1.62	)		(0.90	)		(1.58	)
Return of capital			—			(0.02	)		—			(0.16	)		—			—
Total distributions			(0.07	)		(0.20	)		(0.19	)		(2.17	)		(1.38	)		(2.15	)
Net asset value,
end of period		$	10.75		$	9.35		$	7.24		$	10.51		$	14.65		$	15.34

TOTAL RETURN			15.80	%(d)		32.16	%		(28.84	)%		(13.54	)%		4.26	%		23.49	%
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$334,174			$265,753			$200,324			$242,867			$252,164			$218,442
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.59	%(e)		0.56	%		0.60	%		0.56	%		0.58	%		0.42	%
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.57	%(e)		0.56	%		0.56	%		0.56	%		0.55	%		0.42	%
Ratio of net investment
income to average
net assets			0.98	%(e)		2.29	%		3.98	%		2.38	%		1.39	%		2.40	%
Portfolio turnover rate			30	%(d)		66	%		78	%		94	%		116	%		174	%

68 Prospectus ■ TIAA-CREF Real Estate Securities Fund

FINANCIAL HIGHLIGHTS (continued)

REAL ESTATE SECURITIES FUND ■ FOR THE PERIOD OR YEAR ENDED


		Retirement Class
##	40451	03/31/11		(a)	09/30/10			09/30/09			09/30/08			09/30/07			09/30/06
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	9.64		$	7.46		$	10.81		$	15.00		$	15.66		$	14.66
Gain (loss) from investment operations:
Net investment
income (loss) (c)			0.04			0.17			0.21			0.24			0.19			0.31
Net realized and
unrealized gain (loss)
on total investments			1.46			2.19			(3.39	)		(2.28	)		0.49			2.76
Total gain (loss) from
investment operations			1.50			2.36			(3.18	)		(2.04	)		0.68			3.07
Less distributions from:
Net investment income			(0.06	)		(0.16	)		(0.17	)		(0.37	)		(0.44	)		(0.49	)
Net realized gains			—			—			—			(1.62	)		(0.90	)		(1.58	)
Return of capital			—			(0.02	)		—			(0.16	)		—			—
Total distributions			(0.06	)		(0.18	)		(0.17	)		(2.15	)		(1.34	)		(2.07	)
Net asset value,
end of period		$	11.08		$	9.64		$	7.46		$	10.81		$	15.00		$	15.66

TOTAL RETURN			15.60	%(d)		31.85	%		(28.95	)%		(13.76	)%		4.11	%		23.45	%
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$289,161			$280,763			$159,554			$172,078			$191,671			$197,157
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.83	%(e)		0.81	%		0.85	%		0.81	%		0.84	%		0.71	%
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.82	%(e)		0.81	%		0.81	%		0.81	%		0.80	%		0.70	%
Ratio of net investment
income to average
net assets			0.77	%(e)		1.98	%		3.53	%		2.03	%		1.18	%		2.14	%
Portfolio turnover rate			30	%(d)		66	%		78	%		94	%		116	%		174	%

TIAA-CREF Real Estate Securities Fund ■ Prospectus 69

FINANCIAL HIGHLIGHTS (continued)

REAL ESTATE SECURITIES FUND ■ FOR THE PERIOD OR YEAR ENDED


		Retail Class
##	40451	03/31/11		(a)	09/30/10			09/30/09			09/30/08			09/30/07			09/30/06
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	9.30		$	7.20		$	10.46		$	14.59		$	15.27		$	14.35
Gain (loss) from investment operations:
Net investment
income (loss) (c)			0.04			0.17			0.23			0.31			0.21			0.31
Net realized and
unrealized gain (loss)
on total investments			1.41			2.11			(3.31	)		(2.28	)		0.47			2.70
Total gain (loss) from
investment operations			1.45			2.28			(3.08	)		(1.97	)		0.68			3.01
Less distributions from:
Net investment income			(0.06	)		(0.16	)		(0.18	)		(0.38	)		(0.46	)		(0.51	)
Net realized gains			—			—			—			(1.60	)		(0.90	)		(1.58	)
Return of capital			—			(0.02	)		—			(0.18	)		—			—
Total distributions			(0.06	)		(0.18	)		(0.18	)		(2.16	)		(1.36	)		(2.09	)
Net asset value,
end of period		$	10.69		$	9.30		$	7.20		$	10.46		$	14.59		$	15.27

TOTAL RETURN			15.64	%(d)		31.95	%		(29.01	)%		(13.66	)%		4.26	%		23.50	%
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$124,104			$102,686			$77,475			$118,076			$174,936			$189,084
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.84	%(e)		0.77	%		1.06	%		0.85	%		0.83	%		0.62	%
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.83	%(e)		0.77	%		0.75	%		0.70	%		0.65	%		0.62	%
Ratio of net investment
income to average
net assets			0.75	%(e)		2.08	%		3.89	%		2.68	%		1.32	%		2.21	%
Portfolio turnover rate			30	%(d)		66	%		78	%		94	%		116	%		174	%

70 Prospectus ■ TIAA-CREF Real Estate Securities Fund

FINANCIAL HIGHLIGHTS (concluded)

REAL ESTATE SECURITIES FUND ■ FOR THE PERIOD OR YEAR ENDED


		Premier Class
##	40451	03/31/11		(a)	09/30/10			09/30/09		(b)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	9.36		$	7.24		$	7.24
Gain (loss) from investment operations:
Net investment
income (loss) (c)			0.05			0.14			0.00	(f)
Net realized and
unrealized gain (loss)
on total investments			1.41			2.17			—
Total gain (loss) from
investment operations			1.46			2.31			0.00	(f)
Less distributions from:
Net investment income			(0.07	)		(0.17	)		—
Net realized gains			—			—			—
Return of capital			—			(0.02	)
Total distributions			(0.07	)		(0.19	)		—
Net asset value,
end of period		$	10.75		$	9.36		$	7.24

TOTAL RETURN			15.60	%(d)		32.12	%		0.00	%(d)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$75,047			$31,260			$250
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.74	%(e)		0.71	%		221.11	%(e)
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.72	%(e)		0.71	%		0.72	%(e)
Ratio of net investment
income to average
net assets			1.03	%(e)		1.56	%		0.00	%(e)
Portfolio turnover rate			30	%(d)		66	%		78	%


(a)	Amounts shown are for the six-month period ended March 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to March 31.
(b)	The Premier Class commenced operations on September 30, 2009.
(c)	Based on average shares outstanding.

(d)	The percentages shown for this period are not annualized.
(e)	The percentages shown for this period are annualized.

(f)	Amount represents less than $0.01 per share.

TIAA-CREF Real Estate Securities Fund ■ Prospectus 71

FOR MORE INFORMATION ABOUT TIAA-CREF FUNDS

Statement of Additional Information (“SAI”). The Fund 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 SAI is legally a part of the Prospectus.

Annual and Semiannual Reports. The Fund annual and semiannual reports provide additional information about the Fund investments. In the Fund annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund performance during the preceding fiscal year. The audited financial statements in the Fund’s annual shareholder reports dated September 30, 2010 and the six-month period ended March 31, 2011 are also incorporated into this Prospectus by reference.

Requesting documents. You can request a copy of the Fund SAI or these reports 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
P.O. Box 1259
Charlotte, NC 28201

Over the Internet:

www.tiaa-cref.org

Information about the Trust (including the Fund SAI) can be reviewed and copied at the SEC’s public reference room (202 551-8090) in Washington, DC. The reports and other information are also available through the EDGAR Database on the SEC’s Internet website at www.sec.gov. Copies of the information can also be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, DC 20549.

To lower costs and eliminate duplicate documents sent to your home, the Fund may mail only one copy of the Fund 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
P.O. Box 1259
Charlotte, NC 28201

Important Information about procedures for opening a new account

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions, including the 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	A11947 (10/11)

PROSPECTUS

OCTOBER 1, 2011

TIAA-CREF BOND FUND

of the TIAA-CREF Funds

Class Ticker: Retail TIORX Retirement TIDRX Premier TIDPX Institutional TIBDX

This Prospectus describes the Retail, Retirement, Premier and Institutional Class shares offered by the TIAA-CREF Bond Fund (the “Fund”). The Fund is one of the investment portfolios of the TIAA-CREF Funds (the “Trust”).

TABLE OF CONTENTS

Summary Information 3

Investment Objective 3

Fees and Expenses 3

Shareholder Fees 3

Annual Fund Operating Expenses 4

Example 4

Portfolio Turnover 4

Principal Investment Strategies 5

Principal Investment Risks 6

Past Performance 8

Portfolio Management 10

Purchase and Sale of Fund Shares 10

Tax Information 11

Payments to Broker-Dealers and Other Financial Intermediary Compensation 11

Additional Information About Investment Strategies and Risks 11

Additional Information About the Fund 11

Additional Information on Principal Investment Risks of the Fund 12

Additional Information About the Fund’s Benchmark Index 15

Additional Information on Principal and Non-Principal Investment Strategies 16

Portfolio Holdings 17

Portfolio Turnover 17

Share Classes 17

Management of the Fund 18

The Fund’s Investment Adviser 18

Investment Management Fees 19

Portfolio Management Team 19

Other Services 20

Distribution and Services Arrangements 20

Other Arrangements 21

Calculating Share Price 22

Dividends and Distributions 23

Taxes 24

Your Account: Purchasing, Redeeming or Exchanging Shares 26

Retail Class 26

Eligibility – Retail Class 26

Purchasing Shares – Retail Class 27

Redeeming Shares – Retail Class 31

Exchanging Shares – Retail Class 33

Retirement Class 35

Eligibility – Retirement Class 35

Purchasing Shares – Retirement Class 35

Redeeming Shares – Retirement Class 39

Exchanging Shares – Retirement Class 41

Premier Class 42

Eligibility – Premier Class 42

Purchasing Shares – Premier Class 44

Redeeming Shares – Premier Class 48

Exchanging Shares – Premier Class 50

Institutional Class 52

Eligibility – Institutional Class 52

Purchasing Shares – Institutional Class 54

Redeeming Shares – Institutional Class 57

Exchanging Shares – Institutional Class 59

Conversion of Shares 59

Important Transaction Information 61

Market Timing/Excessive Trading Policy 64

Electronic Prospectuses 66

Glossary 67

Financial Highlights 68

SUMMARY INFORMATION

TIAA-CREF BOND FUND

of the TIAA-CREF Funds

INVESTMENT OBJECTIVE

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

FEES AND EXPENSES

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 Class	Retirement Class	Premier Class	Institutional Class
Maximum Sales Charge Imposed on Purchases (percentage of offering price)	0%	0%	0%	0%
Maximum Deferred Sales Charge	0%	0%	0%	0%
Maximum Sales Charge Imposed on Reinvested Dividends and Other Distributions	0%	0%	0%	0%
Redemption or Exchange Fee	0%	0%	0%	0%
Account Maintenance Fee (annual fee on accounts under $2,000)	$15.00	0%	0%	0%

TIAA-CREF Bond Fund ■ Prospectus 3

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		0.29%	0.29%	0.29%	0.29%
Distribution (Rule 12b-1) Fees¹		0.12%	—	0.15%	—
Other Expenses		0.11%	0.29%	0.04%	0.04%
Total Annual Fund Operating Expenses		0.52%	0.58%	0.48%	0.33%
Waivers and Expense Reimbursements²		—	—	—	—
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		0.52%	0.58%	0.48%	0.33%

1	The Retail Class of the Fund has adopted a Distribution (12b-1) Plan that reimburses the Fund’s distributor, Teachers Personal Investors Services, Inc. (“TPIS”), for its expenses in providing distribution, promotional and shareholder services to Retail Class shares at the annual rate of up to 0.25% of average daily net assets attributable to Retail Class shares.
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) 0.70% of average daily net assets for Retail Class shares; (ii) 0.60% of average daily net assets for Retirement Class shares; (iii) 0.50% of average daily net assets for Premier Class shares; and (iv) 0.35% of average daily net assets for Institutional Class shares of the Fund. These expense reimbursement arrangements will continue through at least September 30, 2012, unless changed with approval of the Board of Trustees.

Example


	Retail Class		Retirement Class		Premier Class		Institutional Class
1 Year	$	53	$	59	$	49	$	34
3 Years	$	167	$	186	$	154	$	106
5 Years	$	291	$	324	$	269	$	185
10 Years	$	653	$	726	$	604	$	418

PORTFOLIO TURNOVER

4 Prospectus ■ TIAA-CREF Bond 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. During the fiscal year ended September 30, 2010, the Fund’s portfolio turnover rate was 216% of the average value of its portfolio. During the six-month fiscal period ended March 31, 2011, the Fund’s portfolio turnover rate was 161% (not annualized) of the average value its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund invests at least 80% of its assets in bonds. For these purposes, bonds include fixed-income securities of all types. The Fund primarily invests in a broad range of investment-grade bonds and fixed-income securities, including, but not limited to, U.S. Government securities, corporate bonds and mortgage-backed or other asset backed-securities. The Fund may also invest in other fixed-income securities, including those of non-investment grade quality. The Fund does not rely exclusively on rating agencies when making investment decisions. Instead, the Fund’s investment adviser, Teachers Advisors, Inc. (“Advisors”), performs its own credit analysis, paying particular attention to economic trends and other market events. Individual securities or sectors are then overweighted or underweighted relative to the Fund’s benchmark index, the Barclays Capital U.S. Aggregate Bond Index, when Advisors believes that the Fund can take advantage of what appear to be undervalued, overlooked or misunderstood issuers that offer the potential to boost returns above that of the index. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes.

Although the Fund may invest in fixed-income securities of any maturity, the duration of the Fund’s portfolio typically ranges within 15% of the duration of its benchmark index. As of March 31, 2011, the duration of the index was 5.01 years.

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

TIAA-CREF Bond Fund ■ Prospectus 5

purchase (often referred to as the “drop”) plus the interest earned on the short-term investment awaiting the settlement date of the forward purchase. If such benefits exceed the income and gain or loss due to mortgage repayments that would have been realized on the securities sold as part of the mortgage roll, the use of this technique will enhance the investment performance of the Fund compared with what such performance would have been without the use of mortgage rolls. Realizing benefits from the use of mortgage rolls depends upon the ability of Advisors to predict correctly mortgage prepayments and interest rates.

The Fund may also engage in relative value trading, a strategy in which the Fund reallocates assets across different sectors and maturities. Relative value trading is designed to enhance the Fund’s returns but increases the Fund’s portfolio turnover rate.

The Fund may purchase and sell futures, options, swaps and other fixed-income derivative instruments to carry out the Fund’s investment strategies. The Fund may also invest in foreign securities, including emerging markets fixed-income securities and non-dollar denominated instruments. Under most circumstances, the Fund’s investments in fixed-income securities of foreign issuers constitute less than 20% of the Fund’s assets.

PRINCIPAL INVESTMENT RISKS

· Income Volatility Risk—The risk that the level of current income from a portfolio of fixed-income investments declines in certain interest rate environments.

6 Prospectus ■ TIAA-CREF Bond Fund

· Credit Risk (a type of Issuer Risk)—The risk that the issuer of bonds may not be able or willing to meet interest or principal payments when the bonds become due.

· Call Risk—The risk that, during periods of falling interest rates, an issuer may call (or repay) a fixed-income security prior to maturity, resulting in a decline in the Fund’s income.

· Fixed-Income Foreign Investment Risk—Investment in fixed-income securities or financial instruments of foreign issuers involves increased risks due to adverse issuer, political, regulatory, currency, market or economic developments. These developments may impact the ability of a foreign debt issuer to make timely and ultimate payments on its debt obligations to the Fund or impair the Fund’s ability to enforce its rights against the foreign debt issuer. These risks are heightened in emerging or developing markets. Foreign investments may also be less liquid and more difficult to value than investments in U.S. issuers.

· Market Volatility, Liquidity and Valuation Risk (types of Market Risk)—The risk that volatile or dramatic reductions in trading activity make it difficult for the Fund to properly value its investments and that the Fund may not be able to purchase or sell an investment at an attractive price, if at all.

· Mortgage Roll Risk—The risk that Advisors will not correctly predict mortgage prepayments and interest rates, which will diminish the Fund’s performance.

· Downgrade Risk—The risk that securities are subsequently downgraded should Advisors and/or rating agencies believe the issuer’s business outlook or creditworthiness has deteriorated.

· Non-Investment-Grade Securities Risk—Issuers of non-investment-grade securities, which are usually called “high-yield” or “junk bonds,” are typically in weaker financial health and such securities can be harder to value and sell and their prices can be more volatile. While these securities generally have higher rates of interest, they also involve greater risk of default than do securities of a higher-quality rating.

· Illiquid Investments Risk—The risk that illiquid investments may be difficult to sell for their fair market value.

· 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. When

TIAA-CREF Bond Fund ■ Prospectus 7

investing in derivatives, the Fund may lose more than the principal amount invested.

PAST PERFORMANCE

The following chart and table help illustrate some of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year. The bar chart shows the annual total returns of the Institutional Class of the Fund, before taxes, in each full calendar year class for the last ten years. Because the expenses vary across share classes, the performance of the Institutional Class will vary from the other share classes. Below the bar chart are the best and worst returns of the Institutional Class for a calendar quarter during the preceding ten-year period. The performance table following the bar chart shows the Fund’s average annual total returns for the Institutional Class, Retirement Class, Premier Class and Retail Class over the one-year, five-year, ten-year and since-inception periods (where applicable) ended December 31, 2010, and how those returns compare to those of the Fund’s benchmark index. After-tax performance is shown only for Institutional Class shares, and after-tax returns for the other Classes of shares will vary from the after-tax returns presented for Institutional Class shares.

For current performance information of each share class, including performance to the most recent month-end, please visit www.tiaa-cref.org.

8 Prospectus ■ TIAA-CREF Bond Fund

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)^†

^† The year-to-date return as of the most recent calendar quarter, which ended on June 30, 2011, was 2.60%.

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

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2010


	Inception Date	One Year			Five Years			Ten Years
Institutional Class	7/1/99			$			$			$
Return Before Taxes		6.96	%		5.34	%		5.63	%
Return After Taxes on Distributions		5.42	%		3.69	%		3.68	%
Return After Taxes on Distributions and Sale of
Fund Shares		4.56	%		3.59	%		3.65	%
Retail Class	3/31/06
Return Before Taxes		6.69	%		5.18	%*		5.55	%*
Retirement Class	3/31/06
Return Before Taxes		6.63	%		5.07	%*		5.49	%*
Premier Class	9/30/09
Return Before Taxes		6.90	%		5.31	%*		5.62	%*
Barclays Capital U.S. Aggregate Bond Index
(reflects no deductions for fees, expenses or taxes)		6.54	%		5.80	%		5.84	%

Current performance of the Fund’s shares may be higher or lower than that shown above.

* The performance shown for the Retail, Retirement and Premier Classes that is prior to their inception dates is based on performance of the Fund’s Institutional Class. The performance for these periods has not been restated to reflect higher expenses of the Retail, Retirement and Premier Classes. If those expenses had been reflected, the performance would have been lower.

TIAA-CREF Bond Fund ■ Prospectus 9

For the Fund’s most current 30-day yield, please call the Fund at 800 842-2252.

PORTFOLIO MANAGEMENT

Investment Adviser. The Fund’s investment adviser is Teachers Advisors, Inc.

Portfolio Managers. The following persons manage the Fund on a day-to-day basis:




Name:	Joseph Higgins, CFA	John M. Cerra	Steven Raab, CFA

Title:	Managing Director	Managing Director	Managing Director

Experience on Fund:	since 2011	since 2003	since 2011

PURCHASE AND SALE OF FUND SHARES

· There is no minimum initial or subsequent investment for Retirement Class shares. Retirement Class shares are primarily offered through employer-sponsored employee benefit plans.

10 Prospectus ■ TIAA-CREF Bond Fund

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER
FINANCIAL INTERMEDIARY COMPENSATION

ADDITIONAL INFORMATION ABOUT INVESTMENT STRATEGIES AND RISKS

ADDITIONAL INFORMATION ABOUT THE FUND

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 bonds. Shareholders will receive at least 60 days’ prior notice before changes are made to the 80% policy.

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.

TIAA-CREF Bond Fund ■ Prospectus 11

No one can assure that the Fund will achieve its investment objective and investors should not consider an investment in this Fund to be a complete investment program or appropriate for the investment of a majority of an investor’s assets. Instead, an investment in this Fund should be part of an investor’s larger, diversified investment portfolio.

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

ADDITIONAL INFORMATION ON PRINCIPAL INVESTMENT RISKS OF THE FUND

The value of the Fund may increase or decrease as a result of its investments in fixed-income securities. More specifically, an investment in the Fund, or any of the Fund’s portfolio securities, typically is subject to the following principal investment risks:

· Prepayment Risk—The risk that during periods of falling interest rates, borrowers may pay off their mortgage loans sooner than expected, forcing the Fund to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in income. These risks are normally present in mortgage-backed securities and other asset-backed securities. For example, homeowners have the option to prepay their mortgages. Therefore, the duration of a security backed by home mortgages can shorten depending on homeowner prepayment activity. A rise in the prepayment rate and the resulting decline in duration of fixed-income securities held by the Fund can result in losses to investors in the Fund.

12 Prospectus ■ TIAA-CREF Bond Fund

For example, homeowners have the option to prepay their mortgages. Therefore, the duration of a security backed by home mortgages can lengthen depending on homeowner prepayment activity. A decline in the prepayment rate and the resulting increase in duration of fixed-income securities held by the Fund can result in losses to investors in the Fund.

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

• Credit Risk (a type of Issuer Risk)—The risk that a decline in an issuer’s financial position may prevent it from making principal and interest payments on fixed-income investments when due. Credit risk relates to the possibility that the issuer could default on its obligations, thereby causing the Fund to lose its investment. Credit risk is heightened in times of market turmoil when perceptions of an issuer’s credit risk can quickly change and even large, well-established issuers and/or governments may deteriorate rapidly with little or no warning. Credit risk is also heightened in the case of investments in lower-rated, high-yield fixed-income securities because their issuers are typically in weak financial health and their ability to pay interest and principal is uncertain. Compared to issuers of investment-grade securities, issuers of lower-rated, high-yield fixed-income investments are more likely to encounter financial difficulties and to be materially affected by such difficulties. High-yield securities may also be relatively more illiquid, therefore they may be more difficult to purchase or sell.

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

TIAA-CREF Bond Fund ■ Prospectus 13

circumstances: (1) changes in currency exchange rates; (2) possible imposition of market controls or currency exchange controls; (3) possible seizure, expropriation or nationalization of assets; (4) more limited foreign financial information about the foreign debt issuer or difficulties interpreting it because of foreign regulations and accounting standards; (5) the impact of political, social or diplomatic events; (6) the difficulty of evaluating some foreign economic trends; and (7) the possibility that a foreign government could restrict an issuer from paying principal and interest on its debt obligations to investors outside the country. It may also be difficult to use foreign laws and courts to force a foreign issuer to make principal and interest payments on its debt obligations. In addition, the cost of servicing external debt will also generally be adversely affected by rising international interest rates because many external debt obligations bear interest at rates which are adjusted based upon international interest rates.

The risks described above often increase in countries with emerging markets. For example, the ability of a foreign sovereign issuer, especially in an emerging market country, to make timely and ultimate payments on its debt obligations will be strongly influenced by the issuer’s balance of payments, including export performance, its access to international credit and investments, fluctuations of interest rates and the extent of its foreign reserves. If a deterioration occurs in the foreign country’s balance of payments, it could impose temporary restrictions on foreign capital remittances. In addition, there is a risk of restructuring certain foreign debt obligations that could reduce and reschedule interest and principal payments.

· Active Management Risk—The risk that the performance of the Fund that is actively managed, reflects in part the ability of Advisors to make active investment, strategic, or trading decisions that are suited to achieving the Funds’ investment objective. As a result of strategy, investment selection or trading execution, the Fund could underperform its benchmark or other mutual funds with similar investment objectives.

· Market Volatility, Liquidity and Valuation Risk (types of Market Risk)—Trading activity in fixed-income investments in which the Fund invests may be dramatically reduced or cease at any time, whether due to general market turmoil, problems experienced by a single company or a market sector or other factors. In such cases, it may be difficult for the Fund to properly value assets represented by such investments. In addition, the Fund may not be able to purchase or sell a security at a price deemed to be attractive, if at all.

· Downgrade Risk—The risk that investments are subsequently downgraded should Advisors and/or rating agencies believe the issuer’s business outlook or creditworthiness has deteriorated. If this occurs, the values of these investments may decline, or it may affect the issuer’s ability to raise additional capital for operational or financial purposes and increase the

14 Prospectus ■ TIAA-CREF Bond Fund

chance of default, as a downgrade may be seen in the financial markets as a signal of an issuer’s deteriorating financial position.

· Illiquid Investments Risk—The risk that illiquid investments may be difficult to sell for their fair market value.

· 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. 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. Derivative investments can create leverage by magnifying investment losses or gains, and the Fund could lose more than the amount invested.

In addition to the principal investment risks set forth above, there are other risks associated with investing in the Fund and in fixed-income securities investments that are discussed in the “Summary Information” section above and in the SAI, which risks may include some of the risks previously identified for equity and fixed-income investments.

ADDITIONAL INFORMATION ABOUT THE FUND’S BENCHMARK INDEX

The benchmark index described below is unmanaged, and you cannot invest directly in the index.

TIAA-CREF Bond Fund ■ Prospectus 15

Barclays Capital U.S. Aggregate Bond Index

The Barclays Capital U.S. Aggregate Bond Index covers the U.S. investment-grade fixed-rate bond market, including government and corporate securities, agency mortgage pass through securities, asset-backed securities and commercial mortgage-backed securities. This index contains approximately 7,979 issues. The Barclays Capital U.S. Aggregate Bond Index represents securities that are SEC-registered, taxable and dollar denominated. To be selected for inclusion in the Barclays Capital U.S. Aggregate Bond Index, the securities must have a minimum maturity of one year and a minimum par amount outstanding of $250 million, and the securities must be rated investment-grade or higher using the middle rating of Moody’s, S&P and Fitch after dropping the highest and lowest available ratings.

ADDITIONAL INFORMATION ON PRINCIPAL AND NON-PRINCIPAL INVESTMENT STRATEGIES

The Fund may invest in interest-only and principal-only mortgage-backed securities. These instruments have unique characteristics and are more sensitive to prepayment risk and extension risk than traditional mortgage-backed securities. The Fund may also buy and sell put and call options, futures contracts, and options on futures. The Fund intends to use options and futures primarily as a hedging technique or for cash management as well as for risk management 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, buy or sell options and futures on foreign currencies, and enter into foreign currency swap contracts.

The Fund can buy and sell swaps and options on swaps, so long as these are consistent with the Fund’s investment objective and restrictions. For example, the Fund can invest in derivatives and other similar financial instruments such as credit default swaps (a derivative in which the buyer of the swap makes a series of payments to the seller and, in exchange, receives a payment if the underlying credit instrument (e.g., a bond) goes into default) and interest rate swaps (a derivative in which one party exchanges a stream of interest payments for another party’s stream of cash flows).

16 Prospectus ■ TIAA-CREF Bond Fund

Please see the Fund’s SAI for more information on these and other investments the Fund may utilize.

PORTFOLIO HOLDINGS

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.

PORTFOLIO TURNOVER

SHARE CLASSES

TIAA-CREF Bond Fund ■ Prospectus 17

MANAGEMENT OF THE FUND

THE FUND’S INVESTMENT ADVISER

Advisors manages the assets of the Trust, under the supervision of the Board of Trustees. Advisors is an indirect wholly owned subsidiary of 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 (“TCIM”), certain personnel of Advisors also manage the investment accounts of CREF. As of June 30, 2011, Advisors and TCIM together had approximately $235 billion of registered investment company assets under management. Advisors is located at 730 Third Avenue, New York, NY 10017-3206.

The annual investment management fees charged under the Management Agreement with respect to the Fund are as follows:

18 Prospectus ■ TIAA-CREF Bond Fund

INVESTMENT MANAGEMENT FEES


		Assets Under Management	Fee Rate
		(Billions)	(average daily net assets)
Bond Fund*		$0.0—$1.0	0.30%
		Over $1.0—$2.5	0.29%
		Over $2.5—$4.0	0.28%
		Over $4.0	0.27%
*	For the fiscal period ended March 31, 2011, the effective annual fee rate was 0.29% for the Fund.

A discussion regarding the basis for the Board of Trustees’ most recent approval of the Fund’s Management Agreement is available in the Fund’s annual shareholder report for the period ended March 31, 2011. For a free copy of the Fund’s shareholder report, please call 800 842-2252, visit the Fund’s website at www.tiaa-cref.org or visit the SEC’s website at www.sec.gov.

PORTFOLIO MANAGEMENT TEAM

The Fund is managed by a team of managers, whose members are responsible for the day-to-day management of the Fund, with expertise in the area(s) applicable to the Fund’s investments. Certain team members are, for example, principally responsible for selecting appropriate investments for the Fund and others are principally responsible for asset allocation. The following is a list of members of the management team primarily responsible for managing the Fund’s investments, along with their relevant experience. The members of the team may change from time to time.


Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
BOND FUND
Joseph Higgins, CFA Managing Director	Lead Portfolio Manager and Asset Allocation	Advisors, TCIM and other advisory affiliates of TIAA—1995 to Present (fixed-income portfolio management)	1995	1995	2011
John M. Cerra Managing Director	Portfolio Manager-Government Sector	Advisors, TCIM and other advisory affiliates of TIAA—1985 to Present (fixed-income portfolio management)	1985	1985	2003
Steven Raab, CFA Managing Director	Portfolio Manager, Investment Selection- Agency Mortgage-Backed Securities Sector	Advisory, TCIM and other advisory affiliates of TIAA—1991 to Present (fixed-income portfolio management)	1991	1991	2011

The Fund’s SAI provides additional disclosure about the compensation structure for the Fund’s portfolio managers, the other accounts they manage,

TIAA-CREF Bond Fund ■ Prospectus 19

total assets in those accounts and potential conflicts of interest, as well as the portfolio managers’ ownership of shares of the Fund.

OTHER SERVICES

DISTRIBUTION AND SERVICES ARRANGEMENTS

ALL CLASSES

Teachers Personal Investors Services, Inc. (“TPIS”) distributes each class of Fund 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 12b-1 fees it receives from Premier Class and Retail Class shares to pay such other intermediaries for expenses incurred in connection with the sale, promotion and/or 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

Under the plan, the Fund may reimburse TPIS and TPIS may, in turn, pay another entity up to 0.25% of average daily net assets attributable to Retail Class

20 Prospectus ■ TIAA-CREF Bond Fund

shares for distribution and promotion-related expenses as well as shareholder 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 Retail Class assets on an ongoing basis, over time they will increase the cost of your investment in the Retail Class.

More information about the Fund’s distribution and services 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 and services 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 shares 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.

More information about the Fund’s distribution and services 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 and services arrangements for Institutional Class shares appears in the Fund’s SAI.

OTHER ARRANGEMENTS

TIAA-CREF Bond Fund ■ Prospectus 21

CALCULATING SHARE PRICE

22 Prospectus ■ TIAA-CREF Bond Fund

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 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. For these securities, the Fund uses a fair value pricing service approved by the Board of Trustees. This pricing service employs quantitative models to value foreign securities in order to adjust for stale pricing, which may occur between the close of certain foreign exchanges and the close of the NYSE. Fair value pricing is subjective in nature and the use of fair value pricing by the Fund may cause the NAV of the Fund’s shares to differ significantly from the NAV that would have been calculated using market prices at the close of the foreign exchange on which a portfolio security is primarily traded. 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.

DIVIDENDS AND DISTRIBUTIONS

The Fund expects to declare and distribute to shareholders substantially all of its net investment income and net realized capital gains, if any. The amount distributed will vary according to the income received from securities held by the Fund and capital gains realized from the sale of securities. The Fund declares dividends as of each business day of the calendar year (to the extent such dividends are not previously distributed) and pays dividends monthly. The Fund intends to pay net capital gains, if any, annually.

TIAA-CREF Bond Fund ■ Prospectus 23

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.

TAXES

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

24 Prospectus ■ TIAA-CREF Bond Fund

scheduled to apply through 2012. Whether or not a capital gain distribution is considered long-term or short-term depends on how long the Fund held the securities the sale of which led to the gain.

TIAA-CREF Bond Fund ■ Prospectus 25

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.

YOUR ACCOUNT: PURCHASING, REDEEMING
OR EXCHANGING SHARES

RETAIL CLASS

Eligibility – Retail Class

Types of Accounts

Retail Class shares of the Fund are available for purchase in the following types of accounts:

26 Prospectus ■ TIAA-CREF Bond Fund

· Individual accounts (for one person) or Joint accounts (more than one person) including Transfer on Death (TOD) accounts (see below for more details).

· Financial advisor accounts.

· Trust accounts (other than foreign trust accounts).

· Accounts for a minor child under the Uniform Gift to Minors Act (UGMA) or Uniform Transfer to Minors Act (UTMA).

· Traditional IRAs and Roth IRAs. These accounts let you shelter investment income from federal income tax while saving for retirement.

· Coverdell Education Savings Accounts (“Coverdell” accounts, formerly Education IRAs). These accounts let you shelter investment income from federal income tax while saving to pay qualified higher education expenses of a designated beneficiary.

· Corporate and Institutional accounts.

· Omnibus accounts held by financial intermediaries, platforms, programs, plans and other similar entities (collectively, “financial intermediaries”) on behalf of other investors.

· Registered and unregistered investment company accounts.

· Other accounts, entities and categories of shareholders as may be approved by the Fund from time to time.

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 Bond Fund ■ Prospectus 27

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 can only accept payment to establish a new account if the check presented for deposit into the new account is drawn against an account registered in the same name as the prospective investor.

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:

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;

28 Prospectus ■ TIAA-CREF Bond Fund

· Account registration (names of registered owners), address and Social Security number 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.

TIAA-CREF Bond Fund ■ Prospectus 29

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 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).

30 Prospectus ■ TIAA-CREF Bond Fund

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.

In-Kind Purchases of Shares

Redeeming Shares – Retail Class

Usually, the Fund sends your redemption proceeds 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.

TIAA-CREF Bond Fund ■ Prospectus 31

record; by electronic transfer to your bank; or by wire transfer (minimum of $5,000). Before calling, read “Points to Remember When Redeeming,” below.

You Can Redeem Shares In Any Of The Following Ways:

By Telephone: Call 800 223-1200 to redeem shares in amounts under $50,000. Once made, your telephone request cannot be modified or canceled.

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.

32 Prospectus ■ TIAA-CREF Bond Fund

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

• 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.

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.

TIAA-CREF Bond Fund ■ Prospectus 33

You Can Make Exchanges In Any Of The Following Ways:

By Telephone: Call 800 223-1200. Once made, your telephone request cannot be modified or canceled.

By Systematic Exchange: You can elect this feature only if the balance of the Fund account from which you are transferring shares is at least $5,000. The Fund automatically redeems Retail Class shares from the Fund and purchases Retail Class shares in another fund 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).

Points To Remember When Exchanging:

· An exchange is considered a sale of securities, and therefore is taxable.

34 Prospectus ■ TIAA-CREF Bond Fund

RETIREMENT CLASS

Eligibility – Retirement Class

Retirement Class shares of the Fund are (or may be made) available by or through:

• 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 from time to time.

Definition of Eligible Investor for Retirement Class

Purchasing Shares – Retirement Class

Purchasing Shares—For Participants Purchasing Shares through a Plan or Account Administered by TIAA-CREF:

TIAA-CREF Bond Fund ■ Prospectus 35

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

· writing to TIAA-CREF at P.O. Box 1259, Charlotte, NC 28201;

· calling our Automated Telephone Service (24 hours a day) at 800 842-2252; or

· using the TIAA-CREF website’s account access feature at www.tiaa-cref.org.

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.

36 Prospectus ■ TIAA-CREF Bond Fund

Purchasing Shares—For Eligible Investors and Their Clients:

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 99054546

Specify on the wire:

· The TIAA-CREF Funds—Retirement Class;

· Account registration (names of registered owners), address and Social Security number or taxpayer identification number;

· Indicate if this is for a new or existing account (provide Fund account number if existing); and

· The Fund and the 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

TIAA-CREF Bond Fund ■ Prospectus 37

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:

· 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).

In-Kind Purchases of Shares by Eligible Investors

38 Prospectus ■ TIAA-CREF Bond Fund

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:

To request a redemption, you can do one of the following:

· write to TIAA at P.O. Box 1259, Charlotte, NC 28201;

· call our Automated Telephone Service (24 hours a day) at 800 842-2252.

Pursuant to a TIAA-CREF participant’s instructions, the Fund reinvests redemption proceeds in (1) Retirement Class shares of other funds or series of the TIAA-CREF Funds available under the participant’s plan, or (2) shares of other mutual funds available under the participant’s 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. 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 withdrawal, we will send the proceeds by check to the address of record, or by electronic funds transfer to the bank account on file. A letter of instruction with a bank signature guarantee is required if the withdrawal is sent to a bank account not on file, to an address other than the address of record, or to an address of record that has been changed within the last 14 calendar days. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange. A notary public cannot provide a signature guarantee. Please contact the Fund for further information.

We reserve the right to require a signature guarantee on any redemption.

TIAA-CREF Bond Fund ■ Prospectus 39

Redeeming Shares—For Eligible Investors and Their Clients:

Eligible Investors can redeem (sell) their Retirement Class shares at any time.

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 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.

We reserve the right to require a signature guarantee on any redemption.

40 Prospectus ■ TIAA-CREF Bond Fund

In-Kind Redemptions of Shares

Exchanging Shares – Retirement Class

Exchanging Shares—For Participants Purchasing Shares through a Plan or Account Administered by TIAA-CREF:

· 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;

You can make exchanges in any of the following ways:

· writing to TIAA at P.O. Box 1259, Charlotte, NC 28201;

· calling our Automated Telephone Service (24 hours a day) at 800 842-2252; or

TIAA-CREF Bond Fund ■ Prospectus 41

· using the TIAA-CREF website’s account access feature at www.tiaa-cref.org.

Exchanges must generally be for at least $1,000 (except for systematic exchanges, which must be at least $100) or your entire balance, if less.

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 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.)

PREMIER CLASS

Eligibility – Premier Class

Premier Class shares of the Fund are available for purchase by or through

· certain intermediaries or entities affiliated with TIAA-CREF including

42 Prospectus ■ TIAA-CREF Bond Fund

· registered investment companies,

· state-sponsored tuition savings plans or healthcare saving accounts (“HSAs”),

· insurance company separate accounts advised by or affiliated with Advisors, or

· other affiliates of TIAA-CREF;

· 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, or

· other accounts, entities and categories of shareholders as may be approved by the Fund from time to time.

The Fund 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

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:

· Other affiliates of Advisors or other persons or entities that the Fund may approve from time to time.

TIAA-CREF Bond Fund ■ Prospectus 43

· 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;

· 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;

· Other persons or entities that the Fund may approve from time to time.

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 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:

44 Prospectus ■ TIAA-CREF Bond Fund

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.

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
by TIAA-CREF:

· writing to TIAA-CREF at P.O. Box 1259, Charlotte, NC 28201;

· calling our Automated Telephone Service (24 hours a day) at 800 842-2252; or

TIAA-CREF Bond Fund ■ Prospectus 45

· using the TIAA-CREF website’s account access feature at www.tiaa-cref.org.

Purchasing Shares—For Eligible Investors and Their Clients:

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 99054546

Specify on the wire:

· The TIAA-CREF Funds—Premier Class;

· Account registration (names of registered owners), address and Social Security number or taxpayer identification number;

46 Prospectus ■ TIAA-CREF Bond Fund

· Indicate if this is for a new or existing account (provide Fund account number if existing); and

· The Fund and the amount to be invested.

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.

· 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).

TIAA-CREF Bond Fund ■ Prospectus 47

verify the accuracy of your confirmation statements immediately after you receive them.

In-Kind Purchases of Shares by Eligible Investors

Redeeming Shares – Premier Class

Redeeming Shares—For Participants Holding Shares through a Plan or Account Administered by TIAA-CREF:

To request a redemption, you can do one of the following:

· write to TIAA at P.O. Box 1259, Charlotte, NC 28201;

· call our Automated Telephone Service (24 hours a day) at 800 842-2252.

48 Prospectus ■ TIAA-CREF Bond Fund

address of record that has been changed within the last 14 calendar days. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange. A notary public cannot provide a signature guarantee. Please contact the Fund for further information.

We reserve the right to require a signature guarantee on any redemption.

Redeeming Shares—For Eligible Investors and Their Clients:

Eligible Investors can redeem (sell) their Premier Class shares at any time.

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

If you request a withdrawal, we will send the proceeds by check to the address of record, or by electronic funds transfer to the bank account on file. A letter of instruction with a bank signature guarantee is required if the withdrawal is sent to bank account not on file, address other than the address of record, or to an address of record that has been changed within the last 14 calendar days. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock

TIAA-CREF Bond Fund ■ Prospectus 49

exchange. A notary public cannot provide a signature guarantee. Please contact the Fund for further information.

We reserve the right to require a signature guarantee on any redemption.

In-Kind Redemptions of Shares

Exchanging Shares – Premier Class

Exchanging Shares—For Participants Holding Shares through a Plan or Account Administered by TIAA-CREF:

You can make exchanges in any of the following ways:

· writing to TIAA at P.O. Box 1259, Charlotte, NC 28201;

50 Prospectus ■ TIAA-CREF Bond Fund

· calling our Automated Telephone Service (available 24 hours a day) at 800 842-2252; or

· using the TIAA-CREF website’s account access feature at www.tiaa-cref.org.

Exchanges must generally be for at least $1,000 (except for systematic exchanges, which must be for at least $100) or your entire balance, if less.

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 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.)

If you hold shares through an intermediary, plan sponsor or other Eligible Investor, contact the Eligible Investor for applicable exchange requirements.

TIAA-CREF Bond Fund ■ Prospectus 51

INSTITUTIONAL CLASS

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,

• other accounts, entities and categories of shareholders as may be approved by the Fund from time to time.

Definition of Eligible Investor

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;

52 Prospectus ■ TIAA-CREF Bond Fund

· 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:

· 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;

TIAA-CREF Bond Fund ■ Prospectus 53

services provided to investors who hold Fund shares through such entities, including, but not limited to, shareholder servicing or sub-accounting services; or

· Other persons, accounts, entities and categories of shareholders as determined by the Fund from time to time.

The Fund 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

54 Prospectus ■ TIAA-CREF Bond Fund

To open an account or purchase shares by wire (Direct Purchasers and Eligible Investors):

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 99054546

Specify on the wire:

· The TIAA-CREF Funds—Institutional Class;

· Account registration (names of registered owners), address and Social Security number or taxpayer identification number;

· Indicate if this is for a new or existing account (provide Fund account number if existing); and

· The Fund and the amount to be invested.

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

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

TIAA-CREF Bond Fund ■ Prospectus 55

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:

· 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.

56 Prospectus ■ TIAA-CREF Bond Fund

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).

In-Kind Purchases of Shares

Redeeming Shares – Institutional Class

Eligible Investors and Direct Purchasers can redeem (sell) their Institutional Class shares at any time.

Redeeming Shares—For Shares Held Through an Eligible Investor

Redeeming Shares—For Shares Held by Direct Purchasers

TIAA-CREF Bond Fund ■ Prospectus 57

Direct Purchasers wishing to make redemption orders by telephone should call their Relationship Manager.

Points to Remember—For All Redemptions

Redemption Proceeds—All Investors

Usually, the Fund sends redemption proceeds 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.

We reserve the right to require a signature guarantee on any redemption.

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. 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

58 Prospectus ■ TIAA-CREF Bond Fund

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 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.)

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

Exchange Requirements—All Investors

Once made, an exchange request cannot be modified or canceled.

CONVERSION OF SHARES – APPLICABLE TO ALL INVESTORS

TIAA-CREF Bond Fund ■ Prospectus 59

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

Mandatory Conversions

60 Prospectus ■ TIAA-CREF Bond Fund

IMPORTANT TRANSACTION INFORMATION

If you hold Institutional, Premier or 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.

TIAA-CREF Bond Fund ■ Prospectus 61

Minimum Account Size.

62 Prospectus ■ TIAA-CREF Bond Fund

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.

· 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.

Advice About Your Account—Direct Purchasers Only. TPIS, a TIAA subsidiary, is considered the principal underwriter for the Fund and Services, a

TIAA-CREF Bond Fund ■ Prospectus 63

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 Operation Services.

MARKET TIMING/EXCESSIVE TRADING POLICY—
APPLICABLE TO ALL INVESTORS

64 Prospectus ■ TIAA-CREF Bond Fund

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.

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. 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. The Fund 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.

TIAA-CREF Bond Fund ■ Prospectus 65

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.

ELECTRONIC PROSPECTUSES

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

66 Prospectus ■ TIAA-CREF Bond Fund

GLOSSARY

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

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

TIAA-CREF Bond Fund ■ Prospectus 67

FINANCIAL HIGHLIGHTS

PricewaterhouseCoopers LLP serves as the Fund’s independent registered public accounting firm and has audited the financial statements of the Fund for each of the periods presented. Their reports appear in the Trust’s Annual Report, which is available without charge upon request.

68 Prospectus ■ TIAA-CREF Bond Fund

FINANCIAL HIGHLIGHTS (continued)

BOND FUND ■ FOR THE PERIOD OR YEAR ENDED


		Institutional Class
##	40451	03/31/11		(a)	09/30/10			09/30/09			09/30/08				09/30/07		09/30/06
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	10.70		$	10.20		$	9.68		$	9.94		$	9.97		$	10.10
Gain (loss) from investment operations:
Net investment
income (loss) (e)			0.15			0.35			0.41			0.48			0.49			0.47
Net realized and
unrealized gain (loss)
on total investments			(0.22	)		0.50			0.52			(0.26	)		(0.03	)		(0.13	)
Total gain (loss) from
investment operations			(0.07	)		0.85			0.93			0.22			0.46			0.34
Less distributions from:
Net investment income			(0.15	)		(0.35	)		(0.41	)		(0.48	)		(0.49	)		(0.47	)
Net realized gains			(0.12	)		—			—			—			—			—
Total distributions			(0.27	)		(0.35	)		(0.41	)		(0.48	)		(0.49	)		(0.47	)
Net asset value,
end of period		$	10.36		$	10.70		$	10.20		$	9.68		$	9.94		$	9.97

TOTAL RETURN			(0.67	)%(f)		8.47	%		10.00	%		2.06	%		4.74	%		3.46	%
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in thousands)		$1,681,237			$2,474,347			$2,151,009			$1,883,323			$1,615,363			$1,709,874
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.33	%(g)		0.33	%		0.36	%		0.32	%		0.32	%		0.25	%
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.33	%(g)		0.33	%		0.34	%		0.32	%		0.32	%		0.25	%
Ratio of net investment
income to average
net assets			2.80	%(g)		3.35	%		4.20	%		4.79	%		4.91	%		4.71	%
Portfolio turnover rate			161	%(f)(h)(i)		216	%(h)(i)		173	%(h)		113	%		189	%		183	%

TIAA-CREF Bond Fund ■ Prospectus 69

FINANCIAL HIGHLIGHTS (continued)

BOND FUND ■ FOR THE PERIOD OR YEAR ENDED


		Retirement Class
##	40451	03/31/11		(a)	09/30/10			09/30/09			09/30/08			09/30/07			09/30/06		(b)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	10.88		$	10.37		$	9.84		$	10.10		$	10.13		$	10.00
Gain (loss) from investment operations:
Net investment
income (loss) (e)			0.14			0.32			0.39			0.46			0.47			0.24
Net realized and
unrealized gain (loss)
on total investments			(0.22	)		0.52			0.54			(0.27	)		(0.03	)		0.11
Total gain (loss) from
investment operations			(0.08	)		0.84			0.93			0.19			0.44			0.35
Less distributions from:
Net investment income			(0.14	)		(0.33	)		(0.40	)		(0.45	)		(0.47	)		(0.22	)
Net realized gains			(0.12	)		—			—			—			—			—
Total distributions			(0.26	)		(0.33	)		(0.40	)		(0.45	)		(0.47	)		(0.22	)
Net asset value,
end of period		$	10.54		$	10.88		$	10.37		$	9.84		$	10.10		$	10.13

TOTAL RETURN			(0.76	)%(f)		8.22	%		9.64	%		1.87	%		4.43	%		3.52	%(f)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in thousands)		$261,330			$239,160			$121,753			$28,760			$8,302			$1,270
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.58	%(g)		0.58	%		0.62	%		0.57	%		0.59	%		7.70	%(g)
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.58	%(g)		0.58	%		0.59	%		0.57	%		0.59	%		0.55	%(g)
Ratio of net investment
income to average
net assets			2.56	%(g)		3.06	%		3.86	%		4.56	%		4.69	%		4.69	%(g)
Portfolio turnover rate			161	%(f)(h)(i)		216	%(h)(i)		173	%(h)		113	%		189	%		183	%

70 Prospectus ■ TIAA-CREF Bond Fund

FINANCIAL HIGHLIGHTS (continued)

BOND FUND ■ FOR THE PERIOD OR YEAR ENDED


		Retail Class
##	40451	03/31/11		(a)	09/30/10			09/30/09			09/30/08			09/30/07			09/30/06		(c)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	10.87		$	10.36		$	9.83		$	10.09		$	10.11		$	10.00
Gain (loss) from investment operations:
Net investment
income (loss) (e)			0.14			0.33			0.41			0.48			0.49			0.23
Net realized and
unrealized gain (loss)
on total investments			(0.22	)		0.52			0.53			(0.27	)		(0.03	)		0.11
Total gain (loss) from
investment operations			(0.08	)		0.85			0.94			0.21			0.46			0.34
Less distributions from:
Net investment income			(0.14	)		(0.34	)		(0.41	)		(0.47	)		(0.48	)		(0.23	)
Net realized gains			(0.12	)		—			—			—			—			—
Total distributions			(0.26	)		(0.34	)		(0.41	)		(0.47	)		(0.48	)		(0.23	)
Net asset value,
end of period		$	10.53		$	10.87		$	10.36		$	9.83		$	10.09		$	10.11

TOTAL RETURN			(0.74	)%(f)		8.31	%		9.75	%		2.08	%		4.68	%		3.42	%(f)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in thousands)		$56,163			$58,330			$35,143			$21,166			$7,078			$1,006
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.52	%(g)		0.50	%		0.68	%		0.56	%		0.60	%		7.52	%(g)
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.52	%(g)		0.50	%		0.50	%		0.39	%		0.42	%		0.60	%(g)
Ratio of net investment
income to average
net assets			2.61	%(g)		3.16	%		4.04	%		4.73	%		4.87	%		4.63	%(g)
Portfolio turnover rate			161	%(f)(h)(i)		216	%(h)(i)		173	%(h)		113	%		189	%		183	%

TIAA-CREF Bond Fund ■ Prospectus 71

FINANCIAL HIGHLIGHTS (continued)

BOND FUND ■ FOR THE PERIOD OR YEAR ENDED


		Premier Class
##	40451	03/31/11		(a)	09/30/10			09/30/09		(d)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	10.71		$	10.20		$	10.20
Gain (loss) from investment operations:
Net investment
income (loss) (e)			0.14			0.31			0.00	(j)
Net realized and
unrealized gain (loss)
on total investments			(0.22	)		0.53			—
Total gain (loss) from
investment operations			(0.08	)		0.84			0.00	(j)
Less distributions from:
Net investment income			(0.14	)		(0.33	)		—
Net realized gains			(0.12	)		—			—
Total distributions			(0.26	)		(0.33	)		—
Net asset value,
end of period		$	10.37		$	10.71		$	10.20

TOTAL RETURN			(0.75	)%(f)		8.40	%		0.00	%(f)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$35,712			$22,196			$250
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.48	%(g)		0.48	%		220.90	%(g)
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.48	%(g)		0.48	%		0.50	%(g)
Ratio of net investment
income to average
net assets			2.65	%(g)		2.94	%		0.00	%(g)
Portfolio turnover rate			161	%(f)(h)(i)		216	%(h)(i)		173	%(f)(h)

72 Prospectus ■ TIAA-CREF Bond Fund

FINANCIAL HIGHLIGHTS (concluded)

BOND FUND


(a)	Amounts shown are for the six-month period ended March 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to March 31.
(b)	The Retirement Class commenced operations on March 31, 2006.
(c)	The Retail Class commenced operations on March 31, 2006.
(d)	The Premier Class commenced operations on September 30, 2009.
(e)	Based on average shares outstanding.
(f)	The percentages shown for this period are not annualized.
(g)	The percentages shown for this period are annualized.
(h)	The portfolio turnover rates excluding mortgage dollar roll transactions for the periods ending March 31, 2011, September 30, 2010 and September 30, 2009 were 49%, 67% and 113%, respectively.
(i)	Does not include in-kind transactions.
(j)	Amount represents less than $0.01 per share.

TIAA-CREF Bond Fund ■ Prospectus 73

[This page intentionally left blank.]

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, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during the preceding fiscal year. The audited financial statements in the Fund’s annual shareholder reports dated September 30, 2010 and the six-month period ended March 31, 2011 are also incorporated into this Prospectus by reference.

Requesting documents. You can request a copy of the Fund’s SAI or these reports 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
P.O. Box 1259
Charlotte, NC 28201

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, DC. The reports and other information are also available through the EDGAR Database on the SEC’s Internet website at www.sec.gov. Copies of the information can also be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, DC 20549.

To lower costs and eliminate duplicate documents sent to your home, the 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
P.O. Box 1259
Charlotte, NC 28201

Important Information about procedures for opening a new account


1940 Act File No. 811-9301	A11960 (10/11)

PROSPECTUS

OCTOBER 1, 2011

TIAA-CREF BOND PLUS FUND

of the TIAA-CREF Funds

Class Ticker: Retail TCBPX Retirement TCBRX Premier TBPPX Institutional TIBFX

This Prospectus describes the Retail, Retirement, Premier and Institutional Class shares offered by the TIAA-CREF Bond Plus Fund (the “Fund”). The Fund is one of the investment portfolios of the TIAA-CREF Funds (the “Trust”).

TABLE OF CONTENTS

Summary Information 3

Investment Objective 3

Fees and Expenses 3

Shareholder Fees 3

Annual Fund Operating Expenses 3

Example 4

Portfolio Turnover 4

Principal Investment Strategies 4

Principal Investment Risks 6

Past Performance 7

Portfolio Management 9

Purchase and Sale of Fund Shares 9

Tax Information 10

Payments to Broker-Dealers and Other Financial Intermediary Compensation 10

Additional Information About Investment Strategies and Risks 11

Additional Information About the Fund 11

Additional Information on Principal Investment Risks of the Fund 11

Additional Information About the Fund’s Benchmark Index 15

Additional Information on Principal and Non-Principal Investment Strategies 16

Portfolio Holdings 16

Portfolio Turnover 16

Share Classes 17

Management of the Fund 17

The Fund’s Investment Adviser 17

Investment Management Fees 18

Portfolio Management Team 18

Other Services 19

Distribution and Services Arrangements 20

Other Arrangements 21

Calculating Share Price 21

Dividends and Distributions 23

Taxes 24

Your Account: Purchasing, Redeeming or Exchanging Shares 26

Retail Class 26

Eligibility – Retail Class 26

Purchasing Shares – Retail Class 27

Redeeming Shares – Retail Class 31

Exchanging Shares – Retail Class 33

Retirement Class 34

Eligibility – Retirement Class 34

Purchasing Shares – Retirement Class 35

Redeeming Shares – Retirement Class 38

Exchanging Shares – Retirement Class 41

Premier Class 42

Eligibility – Premier Class 42

Purchasing Shares – Premier Class 44

Redeeming Shares – Premier Class 48

Exchanging Shares – Premier Class 50

Institutional Class 51

Eligibility – Institutional Class 51

Purchasing Shares – Institutional Class 54

Redeeming Shares – Institutional Class 57

Exchanging Shares – Institutional Class 58

Conversion of Shares 59

Important Transaction Information 60

Market Timing/Excessive Trading Policy 64

Electronic Prospectuses 66

Glossary 66

Financial Highlights 67

SUMMARY INFORMATION

TIAA-CREF BOND PLUS FUND

of the TIAA-CREF Funds

INVESTMENT OBJECTIVE

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

FEES AND EXPENSES

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 Class	Retirement Class	Premier Class	Institutional Class
Maximum Sales Charge Imposed on Purchases (percentage of offering price)	0%	0%	0%	0%
Maximum Deferred Sales Charge	0%	0%	0%	0%
Maximum Sales Charge Imposed on Reinvested Dividends and Other Distributions	0%	0%	0%	0%
Redemption or Exchange Fee	0%	0%	0%	0%
Account Maintenance Fee (annual fee on accounts under $2,000)	$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		0.30%	0.30%	0.30%	0.30%
Distribution (Rule 12b-1) Fees¹		0.12%	—	0.15%	—
Other Expenses		0.17%	0.32%	0.07%	0.07%
Total Annual Fund Operating Expenses		0.59%	0.62%	0.52%	0.37%
Waivers and Expense Reimbursements²		—	0.02%	0.02%	0.02%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		0.59%	0.60%	0.50%	0.35%

1	The Retail Class of the Fund has adopted a Distribution (12b-1) Plan that reimburses the Fund’s distributor, Teachers Personal Investors Services, Inc. (“TPIS”), for its expenses in providing distribution, promotional and shareholder services to Retail Class shares at the annual rate of up to 0.25% of average daily net assets attributable to Retail Class shares.
2	Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers

TIAA-CREF Bond Plus Fund ■ Prospectus 3


	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) 0.70% of average daily net assets for Retail Class shares; (ii) 0.60% of average daily net assets for Retirement Class shares; (iii) 0.50% of average daily net assets for Premier Class shares; and (iv) 0.35% of average daily net assets for Institutional Class shares of the Fund. These expense reimbursement arrangements will continue through at least September 30, 2012, unless changed with approval of the Board of Trustees.

Example


	Retail Class		Retirement Class		Premier Class		Institutional Class
1 Year	$	60	$	61	$	51	$	36
3 Years	$	189	$	197	$	165	$	117
5 Years	$	329	$	344	$	289	$	206
10 Years	$	738	$	772	$	651	$	466

PORTFOLIO TURNOVER

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. During the fiscal year ended September 30, 2010, the Fund’s portfolio turnover rate was 158% of the average value of its portfolio. During the six-month fiscal period ended March 31, 2011, the Fund’s portfolio turnover rate was 99% (not annualized) of the average value its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund invests at least 80% of its assets in bonds. For these purposes, bonds include fixed-income securities of all types. The Fund’s portfolio is divided into two segments. The first segment, which makes up at least 70% of the Fund’s assets, is invested primarily in a broad range of investment-grade bonds and fixed-income securities, including, but not limited to, corporate bonds, U.S. Treasury and agency securities and mortgage-backed and asset-backed securities. The securities within the Fund’s first

4 Prospectus ■ TIAA-CREF Bond Plus Fund

segment are mainly high-quality instruments rated in the top four credit categories by Moody’s or S&P, or deemed to be of the same quality by Advisors using its own credit analysis. The second segment, which will not exceed 30% of the Fund’s assets, is invested in fixed-income securities and bonds with special features in an effort to improve the Fund’s total return. Potential investments in this segment include, but are not limited to, non-investment-grade securities (those rated Ba1 or lower by Moody’s or BB+ or lower by S&P), emerging market fixed-income securities and convertible and preferred securities. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes.

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

TIAA-CREF Bond Plus Fund ■ Prospectus 5

and other fixed-income derivative securities and financial instruments to carry out the Fund’s investment strategies.

The Fund can also invest in foreign securities, including emerging market fixed-income securities and non-dollar-denominated instruments, but Advisors does not expect them to exceed 20% of the Fund’s assets. No more than 15% of the Fund’s assets can be invested in illiquid securities.

PRINCIPAL INVESTMENT RISKS

· Income Volatility Risk—The risk that the level of current income from a portfolio of fixed-income investments declines in certain interest rate environments.

· Credit Risk (a type of Issuer Risk)—The risk that the issuer of bonds may not be able or willing to meet interest or principal payments when the bonds become due.

· Call Risk—The risk that, during periods of falling interest rates, an issuer may call (or repay) a fixed-income security prior to maturity, resulting in a decline in the Fund’s income.

6 Prospectus ■ TIAA-CREF Bond Plus Fund

developing markets. Foreign investments may also be less liquid and more difficult to value than investments in U.S. issuers.

· Mortgage Roll Risk—The risk that Advisors will not correctly predict mortgage prepayments and interest rates, which will diminish the Fund’s performance.

· Downgrade Risk—The risk that securities are subsequently downgraded should Advisors and/or rating agencies believe the issuer’s business outlook or creditworthiness has deteriorated.

· Illiquid Investments Risk—The risk that illiquid investments may be difficult to sell for their fair market value.

· 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. When investing in derivatives, the Fund may lose more than the principal amount invested.

PAST PERFORMANCE

TIAA-CREF Bond Plus Fund ■ Prospectus 7

will vary from the other share classes. Below the bar chart are the best and worst returns for a calendar quarter since inception of the Institutional Class. The performance table following the bar chart shows the Fund’s average annual total returns for the Institutional Class, Retirement Class, Premier Class and Retail Class over the one-year, five-year, ten-year and since-inception periods (where applicable) ended December 31, 2010, and how those returns compare to those of the Fund’s benchmark index. After-tax performance is shown only for Institutional Class shares, and after-tax returns for the other Classes of shares will vary from the after-tax returns presented for Institutional Class shares.

For current performance information of each share class, including performance to the most recent month-end, please visit www.tiaa-cref.org.

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)^†

^† The year-to-date return as of the most recent calendar quarter, which ended on June 30, 2011, was 3.08%.

Best quarter: 5.36%, for the quarter ended September 30, 2009. Worst quarter: -2.30%, for the quarter ended September 30, 2008.

8 Prospectus ■ TIAA-CREF Bond Plus Fund

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2010


	Inception Date	One Year			Since Inception
Institutional Class	3/31/06			$
Return Before Taxes		8.47	%		5.41	%
Return After Taxes on Distributions		6.85	%		3.61	%
Return After Taxes on Distributions and Sale of
Fund Shares		5.48	%		3.55	%
Retail Class	3/31/06
Return Before Taxes		8.23	%		5.28	%
Retirement Class	3/31/06
Return Before Taxes		8.09	%		5.16	%
Premier Class	9/30/09
Return Before Taxes		8.31	%		5.37	%*
Barclays Capital U.S. Aggregate Bond Index
(reflects no deductions for fees, expenses or taxes)		6.54	%		6.25	%^†

Current performance of the Fund’s shares may be higher or lower than that shown above.

^† The performance above is calculated from the Institutional Class inception date.

For the Fund’s most current 30-day yield, please call the Fund at 800 842-2252.

PORTFOLIO MANAGEMENT

Investment Adviser. The Fund’s investment adviser is Teachers Advisors, Inc.

Portfolio Managers. The following people manage the Fund on a day-to-day basis:




Name:	William Martin	John M. Cerra	Kevin R. Lorenz, CFA

Title:	Managing Director	Managing Director	Managing Director

Experience on Fund:	since 2011	since 2003	since 2006

PURCHASE AND SALE OF FUND SHARES

TIAA-CREF Bond Plus Fund ■ Prospectus 9

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.

· There is no minimum initial or subsequent investment for Retirement Class shares. Retirement Class shares are primarily offered through employer-sponsored employee benefit plans.

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER
FINANCIAL INTERMEDIARY COMPENSATION

10 Prospectus ■ TIAA-CREF Bond Plus Fund

ADDITIONAL INFORMATION ABOUT INVESTMENT STRATEGIES AND RISKS

ADDITIONAL INFORMATION ABOUT THE FUND

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 bonds. Shareholders will receive at least 60 days’ prior notice before changes are made to the 80% policy.

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.

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

ADDITIONAL INFORMATION ON PRINCIPAL INVESTMENT RISKS OF THE FUND

TIAA-CREF Bond Plus Fund ■ Prospectus 11

income investments (particularly those paying a fixed rate of interest) tend to increase while yields on fixed-income investments tend to decrease, which could adversely affect the Fund’s income. Conversely, when prevailing interest rates increase, the market values of fixed-income investments (particularly those paying a fixed rate of interest) tend to decline. Depending on the timing of the purchase of a fixed-income investment and the price paid for it, changes in prevailing interest rates may increase or decrease the investment’s yield. Fixed-income investments with longer durations tend to be more sensitive to interest rate changes than shorter-term investments.

· Extension Risk—The risk that during periods of rising interest rates, borrowers may pay off their mortgage loans later than expected, preventing the Fund from reinvesting principal proceeds at higher interest rates, resulting in less income than potentially available. These risks are normally present in mortgage-backed securities and other asset-backed securities. For example, homeowners have the option to prepay their mortgages. Therefore, the duration of a security backed by home mortgages can lengthen depending on homeowner prepayment activity. A decline in the prepayment rate and the resulting increase in duration of fixed-income securities held by the Fund can result in losses to investors in the Fund.

12 Prospectus ■ TIAA-CREF Bond Plus Fund

possibility that the issuer could default on its obligations, thereby causing the Fund to lose its investment. Credit risk is heightened in times of market turmoil when perceptions of an issuer’s credit risk can quickly change and even large, well-established issuers and/or governments may deteriorate rapidly with little or no warning. Credit risk is also heightened in the case of investments in lower-rated, high-yield fixed-income securities because their issuers are typically in weak financial health and their ability to pay interest and principal is uncertain. Compared to issuers of investment-grade securities, issuers of lower-rated, high-yield fixed-income investments are more likely to encounter financial difficulties and to be materially affected by such difficulties. High-yield securities may also be relatively more illiquid, therefore they may be more difficult to purchase or sell.

· Fixed-Income Foreign Investment Risk—Foreign investments, which may include fixed-income securities of foreign issuers, 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 seizure, expropriation or nationalization of assets; (4) more limited foreign financial information about the foreign debt issuer or difficulties interpreting it because of foreign regulations and accounting standards; (5) the impact of political, social or diplomatic events; (6) the difficulty of evaluating some foreign economic trends; and (7) the possibility that a foreign government could restrict an issuer from paying principal and interest on its debt obligations to investors outside the country. It may also be difficult to use foreign laws and courts to force a foreign issuer to make principal and interest payments on its debt obligations. In addition, the cost of servicing external debt will also generally be adversely affected by rising international interest rates because many external debt obligations bear interest at rates which are adjusted based upon international interest rates.

TIAA-CREF Bond Plus Fund ■ Prospectus 13

and investments, fluctuations of interest rates and the extent of its foreign reserves. If a deterioration occurs in the foreign country’s balance of payments, it could impose temporary restrictions on foreign capital remittances. In addition, there is a risk of restructuring certain foreign debt obligations that could reduce and reschedule interest and principal payments.

· Active Management Risk—The risk that the performance of the Fund, which is actively managed, reflects in part the ability of Advisors to make active investment, strategic, or trading decisions that are suited to achieving the Fund’s investment objective. As a result of strategy, investment selection or trading execution, the Fund could underperform its benchmark or other mutual funds with similar investment objectives.

· Mortgage Roll Risk— The risk that Advisors will not correctly predict mortgage prepayments and interest rates, which will diminish the investment performance of the Fund compared with what such performance would have been without the use of the strategy.

· Illiquid Investments Risk—The risk that illiquid investments may be difficult to sell for their fair market value.

14 Prospectus ■ TIAA-CREF Bond Plus Fund

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. Derivative investments can create leverage by magnifying investment losses or gains, and the Fund could lose more than the amount invested.

In addition to the principal investment risks set forth above, there are other risks associated with investing in the Fund and in fixed-income securities investments 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 equity and fixed-income investments.

ADDITIONAL INFORMATION ABOUT THE FUND’S BENCHMARK INDEX

The benchmark index described below is unmanaged, and you cannot invest directly in the index.

Barclays Capital U.S. Aggregate Bond Index

TIAA-CREF Bond Plus Fund ■ Prospectus 15

ADDITIONAL INFORMATION ON PRINCIPAL AND NON-PRINCIPAL INVESTMENT STRATEGIES

Please see the Fund’s SAI for more information on these and other investments the Fund may utilize.

PORTFOLIO HOLDINGS

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.

PORTFOLIO TURNOVER

16 Prospectus ■ TIAA-CREF Bond Plus Fund

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 portfolio turnover rate of the Fund is listed above in the “Summary Information” section and the portfolio turnover rate during recent fiscal periods is provided in the Financial Highlights. 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.

SHARE CLASSES

MANAGEMENT OF THE FUND

THE FUND’S INVESTMENT ADVISER

TIAA-CREF Bond Plus Fund ■ Prospectus 17

management. Advisors is located at 730 Third Avenue, New York, NY 10017-3206.

The annual investment management fees charged under the Management Agreement with respect to the Fund are as follows:

INVESTMENT MANAGEMENT FEES


		Assets Under Management	Fee Rate
		(Billions)	(average daily net assets)
Bond Plus Fund*		$0.0—$1.0	0.30%
		Over $1.0—$2.5	0.29%
		Over $2.5—$4.0	0.28%
		Over $4.0	0.27%
*	For the fiscal period ended March 31, 2011, the effective annual fee rate was 0.30% for the Fund.

A discussion regarding the basis for the Board of Trustees’ most recent approval of the Fund’s Management Agreement is available in the Fund’s annual shareholder report for the period ended March 31, 2011. For a free copy of the Fund’s shareholder report, please call 800 842-2252, visit the Fund’s website at www.tiaa-cref.org or visit the SEC’s website at www.sec.gov.

PORTFOLIO MANAGEMENT TEAM

18 Prospectus ■ TIAA-CREF Bond Plus Fund

example, principally responsible for selecting appropriate investments for the Fund and others are principally responsible for asset allocation. The following is a list of members of the management team primarily responsible for managing the Fund’s investments, along with their relevant experience. The members of the team may change from time to time.


Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
BOND PLUS FUND
William Martin Managing Director	Lead Portfolio Manager and Asset Allocation	Advisors, TCIM and other advisory affiliates of TIAA—2004 to Present (fixed-income portfolio management)	1987	1987	2011
John M. Cerra Managing Director	Portfolio Manager - Government Sector	Advisors, TCIM and other advisory affiliates of TIAA—1985 to Present (fixed-income portfolio management)	1985	1985	2003
Kevin R. Lorenz, CFA Managing Director	Portfolio Manager - High Yield Sector	Advisors, TCIM and other advisory affiliates of TIAA—1987 to Present (high-yield portfolio management)	1987	1987	2006

OTHER SERVICES

TIAA-CREF Bond Plus Fund ■ Prospectus 19

DISTRIBUTION AND SERVICES ARRANGEMENTS

ALL CLASSES

RETAIL CLASS

More information about the Fund’s distribution and services 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 and services arrangements for Retirement Class shares appears in the Fund’s SAI.

PREMIER CLASS

Under the plan, the Fund pays TPIS and TPIS may, in turn, pay another entity at the annual rate of 0.15% of average daily net assets attributable to

20 Prospectus ■ TIAA-CREF Bond Plus Fund

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 Premier Class assets on an ongoing basis, over time they will increase the cost of your investment in the Premier Class.

More information about the Fund’s distribution and services 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 and services arrangements for Institutional Class shares appears in the Fund’s SAI.

OTHER ARRANGEMENTS

CALCULATING SHARE PRICE

TIAA-CREF Bond Plus Fund ■ Prospectus 21

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. 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.

22 Prospectus ■ TIAA-CREF Bond Plus Fund

DIVIDENDS AND DISTRIBUTIONS

The Fund expects to declare and distribute to shareholders substantially all of its net investment income and net realized capital gains, if any. The amount distributed will vary according to the income received from securities held by the Fund and capital gains realized from the sale of securities. The Fund declares dividends as of each business day of the calendar year (to the extent such dividends are not previously distributed) and pays dividends monthly. The Fund intends to pay net capital gains, if any, annually.

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.

TIAA-CREF Bond Plus Fund ■ Prospectus 23

TAXES

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

24 Prospectus ■ TIAA-CREF Bond Plus Fund

regular account statements; the information they contain will be essential in calculating the amount of your capital gains or losses.

TIAA-CREF Bond Plus Fund ■ Prospectus 25

YOUR ACCOUNT: PURCHASING, REDEEMING
OR EXCHANGING SHARES

RETAIL CLASS

Eligibility – Retail Class

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.

· Corporate and Institutional accounts.

· Omnibus accounts held by financial intermediaries, platforms, programs, plans and other similar entities (collectively, “financial intermediaries”) on behalf of other investors.

· Registered and unregistered investment company accounts.

· Other accounts, entities and categories of shareholders as may be approved by the Fund from time to time.

26 Prospectus ■ TIAA-CREF Bond Plus Fund

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 Bond Plus Fund ■ Prospectus 27

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:

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 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:

28 Prospectus ■ TIAA-CREF Bond Plus Fund

business day if those days are not business days). Investments must be made for at least $100 per Fund account.

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

TIAA-CREF Bond Plus Fund ■ Prospectus 29

· 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).

In-Kind Purchases of Shares

30 Prospectus ■ TIAA-CREF Bond Plus Fund

their intermediary or plan sponsor directly. Otherwise, shareholders interested in making in-kind purchases should contact the Fund directly.

Redeeming Shares – Retail Class

Usually, the Fund sends your redemption proceeds 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.

You Can Redeem Shares In Any Of The Following Ways:

By Telephone: Call 800 223-1200 to redeem shares in amounts under $50,000. Once made, your telephone request cannot be modified or canceled.

By Systematic Redemption Plan: You can elect this feature only from accounts with balances of at least $5,000. The Fund will automatically redeem

TIAA-CREF Bond Plus Fund ■ Prospectus 31

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.

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.

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.

32 Prospectus ■ TIAA-CREF Bond Plus Fund

Exchanging Shares – Retail Class

• 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.

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.

You Can Make Exchanges In Any Of The Following Ways:

By Telephone: Call 800 223-1200. Once made, your telephone request cannot be modified or canceled.

TIAA-CREF Bond Plus Fund ■ Prospectus 33

and $2,500 per fund account for all other accounts, including custodial (UGMA/UTMA) accounts).

Points To Remember When Exchanging:

· An exchange is considered a sale of securities, and therefore is taxable.

RETIREMENT CLASS

Eligibility – Retirement Class

Retirement Class shares of the Fund are (or may be made) available by or through:

• 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 from time to time.

34 Prospectus ■ TIAA-CREF Bond Plus Fund

Definition of Eligible Investor for Retirement Class

Purchasing Shares – Retirement Class

Purchasing Shares—For Participants Purchasing Shares through a Plan or Account Administered by TIAA-CREF:

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

TIAA-CREF Bond Plus Fund ■ Prospectus 35

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

· writing to TIAA-CREF at P.O. Box 1259, Charlotte, NC 28201;

· calling our Automated Telephone Service (24 hours a day) at 800 842-2252; or

· using the TIAA-CREF website’s account access feature at www.tiaa-cref.org.

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:

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

36 Prospectus ■ TIAA-CREF Bond Plus 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 99054546

Specify on the wire:

· The TIAA-CREF Funds—Retirement Class;

· Account registration (names of registered owners), address and Social Security number or taxpayer identification number;

· Indicate if this is for a new or existing account (provide Fund account number if existing); and

· The Fund and the amount to be invested.

Points to Remember for All Purchases by Eligible Investors:

TIAA-CREF Bond Plus Fund ■ Prospectus 37

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.

· 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).

In-Kind Purchases of Shares by Eligible Investors

Redeeming Shares – Retirement Class

Redeeming Shares—For Participants Holding Shares through a Plan or Account Administered by TIAA-CREF:

To request a redemption, you can do one of the following:

· write to TIAA at P.O. Box 1259, Charlotte, NC 28201;

38 Prospectus ■ TIAA-CREF Bond Plus Fund

· call our Automated Telephone Service (24 hours a day) at 800 842-2252.

Pursuant to a TIAA-CREF participant’s instructions, the Fund reinvests redemption proceeds in (1) Retirement Class shares of other funds or series of the TIAA-CREF Funds available under the participant’s plan, or (2) shares of other mutual funds available under the participant’s 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. 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 withdrawal, we will send the proceeds by check to the address of record, or by electronic funds transfer to the bank account on file. A letter of instruction with a bank signature guarantee is required if the withdrawal is sent to a bank account not on file, to an address other than the address of record, or to an address of record that has been changed within the last 14 calendar days. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange. A notary public cannot provide a signature guarantee. Please contact the Fund for further information.

We reserve the right to require a signature guarantee on any redemption.

Redeeming Shares—For Eligible Investors and Their Clients:

Eligible Investors can redeem (sell) their Retirement Class shares at any time.

TIAA-CREF Bond Plus Fund ■ Prospectus 39

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

We reserve the right to require a signature guarantee on any redemption.

In-Kind Redemptions of Shares

40 Prospectus ■ TIAA-CREF Bond Plus Fund

Exchanging Shares – Retirement Class

Exchanging Shares—For Participants Purchasing Shares through a Plan or Account Administered by TIAA-CREF:

· 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;

You can make exchanges in any of the following ways:

· writing to TIAA at P.O. Box 1259, Charlotte, NC 28201;

· calling our Automated Telephone Service (24 hours a day) at 800 842-2252; or

· using the TIAA-CREF website’s account access feature at www.tiaa-cref.org.

Exchanges must generally be for at least $1,000 (except for systematic exchanges, which must be at least $100) or your entire balance, if less.

TIAA-CREF Bond Plus Fund ■ Prospectus 41

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 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.)

PREMIER CLASS

Eligibility – Premier Class

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”),

· insurance company separate accounts advised by or affiliated with Advisors, or

· other affiliates of TIAA-CREF;

· 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, or

42 Prospectus ■ TIAA-CREF Bond Plus Fund

· other accounts, entities and categories of shareholders as may be approved by the Fund from time to time.

The Fund 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

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:

· Other affiliates of Advisors or other persons or entities that the Fund may approve from time to time.

· 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;

· 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;

TIAA-CREF Bond Plus Fund ■ Prospectus 43

· Insurance company separate accounts that are sponsored or administered by insurance companies that are not affiliated with Advisors;

· Other persons or entities that the Fund may approve from time to time.

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 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:

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

44 Prospectus ■ TIAA-CREF Bond Plus 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
by TIAA-CREF:

· writing to TIAA-CREF at P.O. Box 1259, Charlotte, NC 28201;

· calling our Automated Telephone Service (24 hours a day) at 800 842-2252; or

· using the TIAA-CREF website’s account access feature at www.tiaa-cref.org.

Purchasing Shares—For Eligible Investors and Their Clients:

TIAA-CREF Bond Plus Fund ■ Prospectus 45

right to reject any application or investment or any other specific purchase request.

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 99054546

Specify on the wire:

· The TIAA-CREF Funds—Premier Class;

· Account registration (names of registered owners), address and Social Security number or taxpayer identification number;

· Indicate if this is for a new or existing account (provide Fund account number if existing); and

· The Fund and the amount to be invested.

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

46 Prospectus ■ TIAA-CREF Bond Plus Fund

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.

· 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).

In-Kind Purchases of Shares by Eligible Investors

TIAA-CREF Bond Plus Fund ■ Prospectus 47

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:

To request a redemption, you can do one of the following:

· write to TIAA at P.O. Box 1259, Charlotte, NC 28201;

· call our Automated Telephone Service (24 hours a day) at 800 842-2252.

We reserve the right to require a signature guarantee on any redemption.

Redeeming Shares—For Eligible Investors and Their Clients:

Eligible Investors can redeem (sell) their Premier Class shares at any time.

48 Prospectus ■ TIAA-CREF Bond Plus Fund

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

If you request a withdrawal, we will send the proceeds by check to the address of record, or by electronic funds transfer to the bank account on file. A letter of instruction with a bank signature guarantee is required if the withdrawal is sent to bank account not on file, address other than the address of record, or to an address of record that has been changed within the last 14 calendar days. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange. A notary public cannot provide a signature guarantee. Please contact the Fund for further information.

We reserve the right to require a signature guarantee on any redemption.

In-Kind Redemptions of Shares

TIAA-CREF Bond Plus Fund ■ Prospectus 49

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 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:

You can make exchanges in any of the following ways:

· writing to TIAA at P.O. Box 1259, Charlotte, NC 28201;

· calling our Automated Telephone Service (available 24 hours a day) at 800 842-2252; or

· using the TIAA-CREF website’s account access feature at www.tiaa-cref.org.

Exchanges must generally be for at least $1,000 (except for systematic exchanges, which must be for at least $100) or your entire balance, if less.

Make sure you understand the investment objective, policies, strategies and risks disclosed in the prospectus of the fund into which you exchange shares.

50 Prospectus ■ TIAA-CREF Bond Plus Fund

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.)

If you hold shares through an intermediary, plan sponsor or other Eligible Investor, contact the Eligible Investor for applicable exchange requirements.

INSTITUTIONAL CLASS

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,

TIAA-CREF Bond Plus Fund ■ Prospectus 51

• other accounts, entities and categories of shareholders as may be approved by the Fund from time to time.

Definition of Eligible Investor

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;

· 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;

52 Prospectus ■ TIAA-CREF Bond Plus Fund

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:

· 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;

· Other persons, accounts, entities and categories of shareholders as determined by the Fund from time to time.

TIAA-CREF Bond Plus Fund ■ Prospectus 53

The Fund 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

54 Prospectus ■ TIAA-CREF Bond Plus Fund

To open an account or purchase shares by wire (Direct Purchasers and Eligible Investors):

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 99054546

Specify on the wire:

· The TIAA-CREF Funds—Institutional Class;

· Account registration (names of registered owners), address and Social Security number or taxpayer identification number;

· Indicate if this is for a new or existing account (provide Fund account number if existing); and

· The Fund and the amount to be invested.

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 Bond Plus Fund ■ Prospectus 55

Points to Remember for All Purchases—All Investors:

· 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.

· 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).

56 Prospectus ■ TIAA-CREF Bond Plus Fund

In-Kind Purchases of Shares

Redeeming Shares – Institutional Class

Eligible Investors and Direct Purchasers can redeem (sell) their Institutional Class shares at any time.

Redeeming Shares—For Shares Held Through an Eligible Investor

Redeeming Shares—For Shares Held by Direct Purchasers

Direct Purchasers wishing to make redemption orders by telephone should call their Relationship Manager.

Points to Remember—For All Redemptions

Redemption Proceeds—All Investors

Usually, the Fund sends redemption proceeds on the next business day after the Fund receives a redemption request in “good order” by the Fund’s transfer

TIAA-CREF Bond Plus Fund ■ Prospectus 57

We reserve the right to require a signature guarantee on any redemption.

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. 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 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.)

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.

58 Prospectus ■ TIAA-CREF Bond Plus Fund

Eligible Investors can make an exchange through a telephone request by calling their Relationship Manager.

Exchanging Shares—Direct Purchasers

Exchange Requirements—All Investors

Once made, an exchange request cannot be modified or canceled.

CONVERSION OF SHARES – APPLICABLE TO ALL INVESTORS

TIAA-CREF Bond Plus Fund ■ Prospectus 59

class than you held in the old class, but the total value of your holdings will remain the same.

Voluntary Conversions

Mandatory Conversions

IMPORTANT TRANSACTION INFORMATION

60 Prospectus ■ TIAA-CREF Bond Plus Fund

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.

Minimum Account Size.

TIAA-CREF Bond Plus Fund ■ Prospectus 61

to establish a minimum amount required to open, maintain or add to an account.

Changing Your Address.

· Premier and Retirement Class. To change the address on an Eligible Investor account, please send the Fund a written notification.

62 Prospectus ■ TIAA-CREF Bond Plus 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.

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 Operation Services.

TIAA-CREF Bond Plus Fund ■ Prospectus 63

survive all shareholders. You maintain total control over your account during your lifetime.

MARKET TIMING/EXCESSIVE TRADING POLICY—
APPLICABLE TO ALL INVESTORS

64 Prospectus ■ TIAA-CREF Bond Plus Fund

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

TIAA-CREF Bond Plus Fund ■ Prospectus 65

ELECTRONIC PROSPECTUSES

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

GLOSSARY

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

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

66 Prospectus ■ TIAA-CREF Bond Plus Fund

FINANCIAL HIGHLIGHTS

TIAA-CREF Bond Plus Fund ■ Prospectus 67

FINANCIAL HIGHLIGHTS (continued)

BOND PLUS FUND ■ FOR THE PERIOD OR YEAR ENDED


		Institutional Class
##	40451	03/31/11		(a)	09/30/10			09/30/09			09/30/08			09/30/07			09/30/06		(b)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	10.36		$	9.78		$	9.38		$	10.00		$	10.10		$	10.00
Gain (loss) from investment operations:
Net investment
income (loss) (f)			0.20			0.47			0.47			0.51			0.51			0.26
Net realized and
unrealized gain (loss)
on total investments			(0.20	)		0.58			0.40			(0.62	)		(0.10	)		0.10
Total gain (loss) from
investment operations			0.00	(g)		1.05			0.87			(0.11	)		0.41			0.36
Less distributions from:
Net investment income			(0.20	)		(0.47	)		(0.47	)		(0.51	)		(0.51	)		(0.26	)
Net realized gains			—			—			—			—			(0.00	)(g)		—
Total distributions			(0.20	)		(0.47	)		(0.47	)		(0.51	)		(0.51	)		(0.26	)
Net asset value,
end of period		$	10.16		$	10.36		$	9.78		$	9.38		$	10.00		$	10.10

TOTAL RETURN			(0.03	)%(h)		10.98	%		9.67	%		(1.18	)%		4.16	%		3.62	%(h)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$496,173			$238,020			$206,893			$245,035			$282,159			$57,393
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.37	%(i)		0.37	%		0.40	%		0.38	%		0.42	%		0.62	%(i)
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.35	%(i)		0.35	%		0.35	%		0.35	%		0.35	%		0.35	%(i)
Ratio of net investment
income to average
net assets			3.90	%(i)		4.68	%		5.07	%		5.17	%		5.12	%		5.15	%(i)
Portfolio turnover rate			99	%(h)(j)		158	%(j)		143	%(j)		92	%		137	%		92	%(h)

68 Prospectus ■ TIAA-CREF Bond Plus Fund

FINANCIAL HIGHLIGHTS (continued)

BOND PLUS FUND ■ FOR THE PERIOD OR YEAR ENDED


		Retirement Class
##	40451	03/31/11		(a)	09/30/10			09/30/09			09/30/08			09/30/07			09/30/06		(c)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	10.37		$	9.79		$	9.39		$	10.02		$	10.12		$	10.00
Gain (loss) from investment operations:
Net investment
income (loss) (f)			0.18			0.43			0.45			0.49			0.49			0.25
Net realized and
unrealized gain (loss)
on total investments			(0.20	)		0.59			0.40			(0.63	)		(0.09	)		0.10
Total gain (loss) from
investment operations			(0.02	)		1.02			0.85			(0.14	)		0.40			0.35
Less distributions from:
Net investment income			(0.18	)		(0.44	)		(0.45	)		(0.49	)		(0.50	)		(0.23	)
Net realized gains			—			—			—			—			(0.00	)(g)		—
Total distributions			(0.18	)		(0.44	)		(0.45	)		(0.49	)		(0.50	)		(0.23	)
Net asset value,
end of period		$	10.17		$	10.37		$	9.79		$	9.39		$	10.02		$	10.12

TOTAL RETURN			(0.16	)%(h)		10.70	%		9.39	%		(1.49	)%		4.01	%		3.54	%(h)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$72,668			$92,179			$58,533			$9,913			$8,830			$2,474
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.62	%(i)		0.62	%		0.65	%		0.63	%		0.72	%		4.86	%(i)
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.60	%(i)		0.60	%		0.60	%		0.61	%		0.55	%		0.55	%(i)
Ratio of net investment
income to average
net assets			3.58	%(i)		4.34	%		4.80	%		4.95	%		4.92	%		5.03	%(i)
Portfolio turnover rate			99	%(h)(j)		158	%(j)		143	%(j)		92	%		137	%		92	%(h)

TIAA-CREF Bond Plus Fund ■ Prospectus 69

FINANCIAL HIGHLIGHTS (continued)

BOND PLUS FUND ■ FOR THE PERIOD OR YEAR ENDED


		Retail Class
##	40451	03/31/11		(a)	09/30/10			09/30/09			09/30/08			09/30/07			09/30/06		(d)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	10.38		$	9.80		$	9.40		$	10.02		$	10.12		$	10.00
Gain (loss) from investment operations:
Net investment
income (loss) (f)			0.18			0.45			0.46			0.50			0.50			0.25
Net realized and
unrealized gain (loss)
on total investments			(0.20	)		0.58			0.40			(0.61	)		(0.10	)		0.10
Total gain (loss) from
investment operations			(0.02	)		1.03			0.86			(0.11	)		0.40			0.35
Less distributions from:
Net investment income			(0.18	)		(0.45	)		(0.46	)		(0.51	)		(0.50	)		(0.23	)
Net realized gains			—			—			—			—			(0.00	)(g)		—
Total distributions			(0.18	)		(0.45	)		(0.46	)		(0.51	)		(0.50	)		(0.23	)
Net asset value,
end of period		$	10.18		$	10.38		$	9.80		$	9.40		$	10.02		$	10.12

TOTAL RETURN			(0.14	)%(h)		10.78	%		9.50	%		(1.26	)%		4.09	%		3.55	%(h)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$265,818			$277,069			$247,928			$241,183			$264,897			$2,581
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.59	%(i)		0.54	%		0.74	%		0.74	%		0.77	%		3.73	%(i)
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.58	%(i)		0.52	%		0.49	%		0.44	%		0.41	%		0.50	%(i)
Ratio of net investment
income to average
net assets			3.62	%(i)		4.50	%		4.93	%		5.09	%		5.07	%		5.06	%(i)
Portfolio turnover rate			99	%(h)(j)		158	%(j)		143	%(j)		92	%		137	%		92	%(h)

70 Prospectus ■ TIAA-CREF Bond Plus Fund

FINANCIAL HIGHLIGHTS (continued)

BOND PLUS FUND ■ FOR THE PERIOD OR YEAR ENDED


		Premier Class
##	40451	03/31/11		(a)	09/30/10			09/30/09		(e)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	10.36		$	9.78		$	9.78
Gain (loss) from investment operations:
Net investment
income (loss) (f)			0.19			0.40			0.00	(g)
Net realized and
unrealized gain (loss)
on total investments			(0.20	)		0.63			—
Total gain (loss) from
investment operations			(0.01	)		1.03			0.00	(g)
Less distributions from:
Net investment income			(0.19	)		(0.45	)		—
Net realized gains			—			—			—
Total distributions			(0.19	)		(0.45	)		—
Net asset value,
end of period		$	10.16		$	10.36		$	9.78

TOTAL RETURN			(0.11	)%(h)		10.82	%		0.00	%(h)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$11,028			$10,857			$250
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.52	%(i)		0.52	%		220.91	%(i)
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.50	%(i)		0.50	%		0.50	%(i)
Ratio of net investment
income to average
net assets			3.69	%(i)		3.89	%		0.00	%(i)
Portfolio turnover rate			99	%(h)(j)		158	%(j)		143	%(h)(j)

TIAA-CREF Bond Plus Fund ■ Prospectus 71

FINANCIAL HIGHLIGHTS (concluded)

BOND PLUS FUND


(a)	Amounts shown are for the six-month period ended March 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to March 31.
(b)	The Institutional Class commenced operations on March 31, 2006.
(c)	The Retirement Class commenced operations on March 31, 2006.
(d)	The Retail Class commenced operations on March 31, 2006.
(e)	The Premier Class commenced operations on September 30, 2009.
(f)	Based on average shares outstanding.
(g)	Amount represents less than $0.01 per share.
(h)	The percentages shown for this period are not annualized.
(i)	The percentages shown for this period are annualized.
(j)	The portfolio turnover rates excluding mortgage dollar roll transactions for the periods ending March 31, 2011, September 30, 2010 and September 30, 2009 were 63%, 90% and 108%, respectively.

72 Prospectus ■ TIAA-CREF Bond Plus Fund

[This page intentionally left blank.]

FOR MORE INFORMATION ABOUT TIAA-CREF FUNDS

Requesting documents. You can request a copy of the Fund’s SAI or these reports 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
P.O. Box 1259
Charlotte, NC 28201

Over the Internet:

www.tiaa-cref.org

By telephone:

Call 877 518-9161

In writing:

TIAA-CREF Funds
P.O. Box 1259
Charlotte, NC 28201

Important Information about procedures for opening a new account


1940 Act File No. 811-9301	A11959 (10/11)

PROSPECTUS

OCTOBER 1, 2011

TIAA-CREF SHORT-TERM BOND FUND

of the TIAA-CREF Funds

Class Ticker: Retail TCTRX Retirement TISRX Premier TSTPX Institutional TISIX

This Prospectus describes the Retail, Retirement, Premier and Institutional Class shares offered by the TIAA-CREF Short-Term Bond Fund (the “Fund”). The Fund is one of the investment portfolios of the TIAA-CREF Funds (the “Trust”).

TABLE OF CONTENTS

Summary Information 3

Investment Objective 3

Fees and Expenses 3

Shareholder Fees 3

Annual Fund Operating Expenses 3

Example 4

Portfolio Turnover 4

Principal Investment Strategies 4

Principal Investment Risks 5

Past Performance 6

Portfolio Management 8

Purchase and Sale of Fund Shares 8

Tax Information 9

Payments to Broker-Dealers and Other Financial Intermediary Compensation 9

Additional Information About Investment Strategies and Risks 9

Additional Information About the Fund 9

Additional Information on Principal Investment Risks of the Fund 10

Additional Information About the Fund’s Benchmark Index 13

Additional Information on Principal and Non-Principal Investment Strategies 13

Portfolio Holdings 14

Portfolio Turnover 14

Share Classes 15

Management of the Fund 15

The Fund’s Investment Adviser 15

Investment Management Fees 16

Portfolio Management Team 16

Other Services 17

Distribution and Services Arrangements 17

Other Arrangements 19

Calculating Share Price 19

Dividends and Distributions 20

Taxes 21

Your Account: Purchasing, Redeeming or Exchanging Shares 24

Retail Class 24

Eligibility – Retail Class 24

Purchasing Shares – Retail Class 24

Redeeming Shares – Retail Class 28

Exchanging Shares – Retail Class 30

Retirement Class 32

Eligibility – Retirement Class 32

Purchasing Shares – Retirement Class 32

Redeeming Shares – Retirement Class 36

Exchanging Shares – Retirement Class 38

Premier Class 40

Eligibility – Premier Class 40

Purchasing Shares – Premier Class 42

Redeeming Shares – Premier Class 45

Exchanging Shares – Premier Class 47

Institutional Class 49

Eligibility – Institutional Class 49

Purchasing Shares – Institutional Class 51

Redeeming Shares – Institutional Class 54

Exchanging Shares – Institutional Class 56

Conversion of Shares 57

Important Transaction Information 58

Electronic Prospectuses 62

Glossary 62

Financial Highlights 63

SUMMARY INFORMATION

TIAA-CREF SHORT-TERM BOND FUND

of the TIAA-CREF Funds

INVESTMENT OBJECTIVE

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

FEES AND EXPENSES

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 Class	Retirement Class	Premier Class	Institutional Class
Maximum Sales Charge Imposed on Purchases (percentage of offering price)	0%	0%	0%	0%
Maximum Deferred Sales Charge	0%	0%	0%	0%
Maximum Sales Charge Imposed on Reinvested Dividends and Other Distributions	0%	0%	0%	0%
Redemption or Exchange Fee	0%	0%	0%	0%
Account Maintenance Fee (annual fee on accounts under $2,000)	$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		0.25%	0.25%	0.25%	0.25%
Distribution (Rule 12b-1) Fees¹		0.12%	—	0.15%	—
Other Expenses		0.15%	0.32%	0.07%	0.07%
Total Annual Fund Operating Expenses		0.52%	0.57%	0.47%	0.32%
Waivers and Expense Reimbursements²		—	0.02%	0.02%	0.02%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		0.52%	0.55%	0.45%	0.30%

1	The Retail Class of the Fund has adopted a Distribution (12b-1) Plan that reimburses the Fund’s distributor, Teachers Personal Investors Services, Inc. (“TPIS”), for its expenses in providing distribution, promotional and shareholder services to Retail Class shares at the annual rate of up to 0.25% of average daily net assets attributable to Retail Class shares.
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

TIAA-CREF Short-Term Bond Fund ■ Prospectus 3


	exceed: (i) 0.65% of average daily net assets for Retail Class shares; (ii) 0.55% of average daily net assets for Retirement Class shares; (iii) 0.45% of average daily net assets for Premier Class shares; and (iv) 0.30% of average daily net assets for Institutional Class shares of the Fund. These expense reimbursement arrangements will continue through at least September 30, 2012, unless changed with approval of the Board of Trustees.

Example


	Retail Class		Retirement Class		Premier Class		Institutional Class
1 Year	$	53	$	56	$	46	$	31
3 Years	$	167	$	181	$	149	$	101
5 Years	$	291	$	316	$	261	$	178
10 Years	$	653	$	712	$	590	$	404

PORTFOLIO TURNOVER

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. During the fiscal year ended September 30, 2010, the Fund’s portfolio turnover rate was 95% of the average value of its portfolio. During the six-month fiscal period ended March 31, 2011, the Fund’s portfolio turnover rate was 93% (not annualized) of the average value its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund invests at least 80% of its assets in U.S. Treasury and agency securities and investment-grade fixed-income investments with an average maturity or average lives of less than 5 years. The Fund may overweight or underweight individual securities or sectors as compared to their weight in the index when Advisors finds undervalued or overlooked issues that it believes offer the potential for superior returns. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes.

4 Prospectus ■ TIAA-CREF Short-Term Bond Fund

Although the Fund may invest in fixed-income securities of any maturity, the duration of the Fund’s portfolio typically ranges within 15% of the duration of its benchmark index, the Barclays Capital 1-5 Year U.S. Government Credit Index. As of March 31, 2011, the duration of the index was 2.55 years. The Fund also has a policy of maintaining a dollar weighted average maturity of portfolio holdings of no more than three years.

The Fund may purchase and sell futures, options, swaps and other fixed-income derivative instruments to carry out the Fund’s investment strategies.

The Fund may invest in foreign securities, including emerging markets fixed-income securities and non-dollar denominated instruments. Under most circumstances, the Fund’s investments in fixed-income securities of foreign issuers constitute less than 20% of the Fund’s assets.

PRINCIPAL INVESTMENT RISKS

· Credit Risk (a type of Issuer Risk)—The risk that the issuer of bonds may not be able or willing to meet interest or principal payments when the bonds become due.

TIAA-CREF Short-Term Bond Fund ■ Prospectus 5

· Call Risk—The risk that, during periods of falling interest rates, an issuer may call (or repay) a fixed-income security prior to maturity, resulting in a decline in the Fund’s income.

· 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. When investing in derivatives, the Fund may lose more than the principal amount invested.

PAST PERFORMANCE

The returns shown below reﬂect previous agreements by the Fund’s investment adviser to waive or reimburse the Fund for certain fees and

6 Prospectus ■ TIAA-CREF Short-Term Bond Fund

expenses. Without these waivers and reimbursements, the returns of the Fund would have been lower. Past performance of the Fund (before and after taxes) is not necessarily an indication of how it will perform in the future. The benchmark index listed below is unmanaged, and you cannot invest directly in the index. The returns for the index reflect no deduction for fees, expenses or taxes.

For current performance information of each share class, including performance to the most recent month-end, please visit www.tiaa-cref.org.

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)^†

^† The year-to-date return as of the most recent calendar quarter, which ended on June 30, 2011, was 1.74%.

Best quarter: 3.13%, for the quarter ended September 30, 2009. Worst quarter: -0.70%, for the quarter ended September 30, 2008.

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2010


	Inception Date	One Year			Since Inception
Institutional Class	3/31/06			$
Return Before Taxes		4.78	%		4.68	%
Return After Taxes on Distributions		3.86	%		3.26	%
Return After Taxes on Distributions and Sale of
Fund Shares		3.10	%		3.16	%
Retail Class	3/31/06
Return Before Taxes		4.56	%		4.57	%
Retirement Class	3/31/06
Return Before Taxes		4.51	%		4.44	%
Premier Class	9/30/09
Return Before Taxes		4.62	%		4.66	%*
Barclays Capital U.S. 1-5 Year Government/Credit Bond Index
(reflects no deductions for fees, expenses or taxes)		4.08	%		5.29	%^†

Current performance of the Fund’s shares may be higher or lower than that shown above.

TIAA-CREF Short-Term Bond Fund ■ Prospectus 7

^† The performance above is calculated from the Institutional Class inception date.

For the Fund’s most current 30-day yield, please call the Fund at 800 842-2252.

PORTFOLIO MANAGEMENT

Investment Adviser. The Fund’s investment adviser is Teachers Advisors, Inc.

Portfolio Managers. The following people manage the Fund on a day-to-day basis:




Name:	John M. Cerra	Richard Cheng
Title:	Managing Director	Managing Director
Experience on Fund:	since 2006	since 2011

PURCHASE AND SALE OF FUND SHARES

· There is no minimum initial or subsequent investment for Retirement Class shares. Retirement Class shares are primarily offered through employer-sponsored employee benefit plans.

8 Prospectus ■ TIAA-CREF Short-Term Bond Fund

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.

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER
FINANCIAL INTERMEDIARY COMPENSATION

ADDITIONAL INFORMATION ABOUT INVESTMENT STRATEGIES AND RISKS

ADDITIONAL INFORMATION ABOUT THE FUND

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 investments with an average maturity or average lives of less than 5 years. Shareholders will receive at least 60 days’ prior notice before changes are made to the 80% policy.

TIAA-CREF Short-Term Bond Fund ■ Prospectus 9

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.

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

ADDITIONAL INFORMATION ON PRINCIPAL INVESTMENT RISKS OF THE FUND

10 Prospectus ■ TIAA-CREF Short-Term Bond Fund

and principal is uncertain. Compared to issuers of investment-grade securities, issuers of lower-rated, high-yield fixed-income investments are more likely to encounter financial difficulties and to be materially affected by such difficulties. High-yield securities may also be relatively more illiquid, therefore they may be more difficult to purchase or sell.

· Issuer Risk (often called Financial Risk)—The risk that the issuer’s earnings prospects and overall financial position will deteriorate, causing a

TIAA-CREF Short-Term Bond Fund ■ Prospectus 11

decline in the value of its financial instruments over short or extended periods of time. In times of market turmoil, perceptions of an issuer’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 the Funds which is actively managed, reflects in part the ability of Advisors to make active investment, strategic, or trading decisions that are suited to achieving the Funds’ investment objective. As a result of strategy, investment selection or trading execution, the Fund could underperform its benchmark or other mutual funds with similar investment objectives.

12 Prospectus ■ TIAA-CREF Short-Term Bond Fund

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. Derivative investments can create leverage by magnifying investment losses or gains, and the Fund could lose more than the amount invested.

In addition to the principal investment risks set forth above, there are other risks associated with investing in the Fund and in fixed-income securities investments 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 equity and fixed-income investments.

ADDITIONAL INFORMATION ABOUT THE FUND’S BENCHMARK INDEX

The benchmark index described below is unmanaged, and you cannot invest directly in the index.

Barclays Capital 1-5 Year U.S. Government/Credit Index

The Barclays Capital 1-5 Year U.S. Government/Credit Index tracks the performance primarily of U.S. Treasury and agency securities and corporate bonds with 1-5 year maturities.

ADDITIONAL INFORMATION ON PRINCIPAL AND NON-PRINCIPAL INVESTMENT STRATEGIES

TIAA-CREF Short-Term Bond Fund ■ Prospectus 13

those securities or instruments. In seeking to manage currency risk, the Fund also may enter into forward currency contracts, buy or sell options and futures on foreign currencies, and enter into foreign currency swap contracts.

Please see the Fund’s SAI for more information on these and other investments the Fund may utilize.

PORTFOLIO HOLDINGS

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.

PORTFOLIO TURNOVER

14 Prospectus ■ TIAA-CREF Short-Term Bond Fund

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.

SHARE CLASSES

MANAGEMENT OF THE FUND

THE FUND’S INVESTMENT ADVISER

TIAA-CREF Short-Term Bond Fund ■ Prospectus 15

Advisors for certain administrative services that Advisors provides to the Fund on an at-cost basis.

The annual investment management fees charged under the Management Agreement with respect to the Fund are as follows:

INVESTMENT MANAGEMENT FEES


		Assets Under Management	Fee Rate
		(Billions)	(average daily net assets)
Short-Term Bond Fund*		$0.0—$1.0	0.25%
		Over $1.0—$2.5	0.24%
		Over $2.5—$4.0	0.23%
		Over $4.0	0.22%
*	For the fiscal period ended March 31, 2011, the effective annual fee rate was 0.25% for the Fund.

A discussion regarding the basis for the Board of Trustees’ most recent approval of the Fund’s Management Agreement is available in the Fund’s annual shareholder report for the period ended March 31, 2011. For a free copy of the Fund’s shareholder report, please call 800 842-2252, visit the Fund’s website at www.tiaa-cref.org or visit the SEC’s website at www.sec.gov.

PORTFOLIO MANAGEMENT TEAM

16 Prospectus ■ TIAA-CREF Short-Term Bond Fund


Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
SHORT-TERM BOND FUND
John M. Cerra Managing Director	Lead Portfolio Manager and Asset Allocation	Advisors, TCIM and other advisory affiliates of TIAA—1985 to Present (fixed-income portfolio management)	1985	1985	2003
Richard Cheng Managing Director	Portfolio Manager - Corporate Sector	Advisors, TCIM and other advisory affiliates of TIAA—1997 to Present (fixed-income portfolio management)	1997	1991	2011

OTHER SERVICES

DISTRIBUTION AND SERVICES ARRANGEMENTS

ALL CLASSES

TIAA-CREF Short-Term Bond Fund ■ Prospectus 17

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

More information about the Fund’s distribution and services 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 and services arrangements for Retirement Class shares appears in the Fund’s SAI.

PREMIER CLASS

More information about the Fund’s distribution and services arrangements for Premier Class shares appears in the Fund’s SAI.

18 Prospectus ■ TIAA-CREF Short-Term Bond Fund

INSTITUTIONAL CLASS

TPIS distributes the Fund’s Institutional Class shares. More information about the Fund’s distribution and services arrangements for Institutional Class shares appears in the Fund’s SAI.

OTHER ARRANGEMENTS

CALCULATING SHARE PRICE

TIAA-CREF Short-Term Bond Fund ■ Prospectus 19

securities fair valued more frequently than other funds that do not hold foreign securities.

DIVIDENDS AND DISTRIBUTIONS

The Fund expects to declare and distribute to shareholders substantially all of its net investment income and net realized capital gains, if any. The amount distributed will vary according to the income received from securities held by the Fund and capital gains realized from the sale of securities. The Fund declares dividends as of each business day of the calendar year (to the extent such dividends are not previously distributed) and pays dividends monthly. 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

20 Prospectus ■ TIAA-CREF Short-Term Bond Fund

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):

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.

TAXES

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

TIAA-CREF Short-Term Bond Fund ■ Prospectus 21

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.

22 Prospectus ■ TIAA-CREF Short-Term Bond Fund

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 a 401(a), 401(k) or 403(b) plan or an IRA, you would have to include the $0.25 dividend in your gross income for tax purposes.

TIAA-CREF Short-Term Bond Fund ■ Prospectus 23

YOUR ACCOUNT: PURCHASING, REDEEMING
OR EXCHANGING SHARES

RETAIL CLASS

Eligibility – Retail Class

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.

· Corporate and Institutional accounts.

· Omnibus accounts held by financial intermediaries, platforms, programs, plans and other similar entities (collectively, “financial intermediaries”) on behalf of other investors.

· Registered and unregistered investment company accounts.

· Other accounts, entities and categories of shareholders as may be approved by the Fund from time to time.

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,

24 Prospectus ■ TIAA-CREF Short-Term Bond Fund

please contact the intermediary about initiating purchases of Fund shares or making additional purchases.

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.

TIAA-CREF Short-Term Bond Fund ■ Prospectus 25

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 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:

26 Prospectus ■ TIAA-CREF Short-Term Bond Fund

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.

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 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).

TIAA-CREF Short-Term Bond Fund ■ Prospectus 27

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.

In-Kind Purchases of Shares

Redeeming Shares – Retail Class

Usually, the Fund sends your redemption proceeds 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

28 Prospectus ■ TIAA-CREF Short-Term Bond Fund

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.

You Can Redeem Shares In Any Of The Following Ways:

By Telephone: Call 800 223-1200 to redeem shares in amounts under $50,000. Once made, your telephone request cannot be modified or canceled.

TIAA-CREF Short-Term Bond Fund ■ Prospectus 29

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.

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

• 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.

30 Prospectus ■ TIAA-CREF Short-Term Bond Fund

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.

You Can Make Exchanges In Any Of The Following Ways:

By Telephone: Call 800 223-1200. Once made, your telephone request cannot be modified or canceled.

Points To Remember When Exchanging:

TIAA-CREF Short-Term Bond Fund ■ Prospectus 31

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.

· An exchange is considered a sale of securities, and therefore is taxable.

RETIREMENT CLASS

Eligibility – Retirement Class

Retirement Class shares of the Fund are (or may be made) available by or through:

• 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 from time to time.

Definition of Eligible Investor for Retirement Class

Purchasing Shares – Retirement Class

Purchasing Shares—For Participants Purchasing Shares through a Plan or Account Administered by TIAA-CREF:

32 Prospectus ■ TIAA-CREF Short-Term Bond Fund

to use TIAA-CREF Web Center’s online enrollment feature at www.tiaa-cref.org.

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

· writing to TIAA-CREF at P.O. Box 1259, Charlotte, NC 28201;

· calling our Automated Telephone Service (24 hours a day) at 800 842-2252; or

· using the TIAA-CREF website’s account access feature at www.tiaa-cref.org.

TIAA-CREF Short-Term Bond Fund ■ Prospectus 33

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:

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 99054546

Specify on the wire:

· The TIAA-CREF Funds—Retirement Class;

34 Prospectus ■ TIAA-CREF Short-Term Bond Fund

· Account registration (names of registered owners), address and Social Security number or taxpayer identification number;

· Indicate if this is for a new or existing account (provide Fund account number if existing); and

· The Fund and the amount to be invested.

Points to Remember for All Purchases by Eligible Investors:

· 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

TIAA-CREF Short-Term Bond Fund ■ Prospectus 35

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

Redeeming Shares – Retirement Class

Redeeming Shares—For Participants Holding Shares through a Plan or Account Administered by TIAA-CREF:

To request a redemption, you can do one of the following:

· write to TIAA at P.O. Box 1259, Charlotte, NC 28201;

· call our Automated Telephone Service (24 hours a day) at 800 842-2252.

36 Prospectus ■ TIAA-CREF Short-Term Bond Fund

is required if the withdrawal is sent to a bank account not on file, to an address other than the address of record, or to an address of record that has been changed within the last 14 calendar days. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange. A notary public cannot provide a signature guarantee. Please contact the Fund for further information.

We reserve the right to require a signature guarantee on any redemption.

Redeeming Shares—For Eligible Investors and Their Clients:

Eligible Investors can redeem (sell) their Retirement Class shares at any time.

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

TIAA-CREF Short-Term Bond Fund ■ Prospectus 37

withdrawal is sent to a bank account not on file, to an address other than the address of record, or to an address of record that has been changed within the last 30 calendar days. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange. A notary public cannot provide a signature guarantee. Please contact the Fund for further information.

We reserve the right to require a signature guarantee on any redemption.

In-Kind Redemptions of Shares

Exchanging Shares – Retirement Class

Exchanging Shares—For Participants Purchasing Shares through a Plan or Account Administered by TIAA-CREF:

· 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;

38 Prospectus ■ TIAA-CREF Short-Term Bond Fund

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:

· writing to TIAA at P.O. Box 1259, Charlotte, NC 28201;

· calling our Automated Telephone Service (24 hours a day) at 800 842-2252; or

· using the TIAA-CREF website’s account access feature at www.tiaa-cref.org.

Exchanges must generally be for at least $1,000 (except for systematic exchanges, which must be at least $100) or your entire balance, if less.

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 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.)

TIAA-CREF Short-Term Bond Fund ■ Prospectus 39

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

Eligibility – Premier Class

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”),

· insurance company separate accounts advised by or affiliated with Advisors, or

· other affiliates of TIAA-CREF;

· 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, or

· other accounts, entities and categories of shareholders as may be approved by the Fund from time to time.

The Fund 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

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)

40 Prospectus ■ TIAA-CREF Short-Term Bond Fund

(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.

· 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;

· 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;

· Other persons or entities that the Fund may approve from time to time.

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.

TIAA-CREF Short-Term Bond Fund ■ Prospectus 41

The Fund 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:

No Minimum Investment Requirements are imposed at the Participant Level.

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.

42 Prospectus ■ TIAA-CREF Short-Term Bond Fund

Allocating Retirement Contributions to the Fund—For Participants Purchasing through a Plan or Account Sponsored or Administered
by TIAA-CREF:

· writing to TIAA-CREF at P.O. Box 1259, Charlotte, NC 28201;

· calling our Automated Telephone Service (24 hours a day) at 800 842-2252; or

· using the TIAA-CREF website’s account access feature at www.tiaa-cref.org.

Purchasing Shares—For Eligible Investors and Their Clients:

TIAA-CREF Short-Term Bond Fund ■ Prospectus 43

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 99054546

Specify on the wire:

· The TIAA-CREF Funds—Premier Class;

· Account registration (names of registered owners), address and Social Security number or taxpayer identification number;

· Indicate if this is for a new or existing account (provide Fund account number if existing); and

· The Fund and the amount to be invested.

Points to Remember for All Purchases by Eligible Investors:

44 Prospectus ■ TIAA-CREF Short-Term Bond Fund

· 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).

In-Kind Purchases of Shares by Eligible Investors

Redeeming Shares – Premier Class

Redeeming Shares—For Participants Holding Shares through a Plan or Account Administered by TIAA-CREF:

To request a redemption, you can do one of the following:

· write to TIAA at P.O. Box 1259, Charlotte, NC 28201;

· call our Automated Telephone Service (24 hours a day) at 800 842-2252.

You may be required to complete and return certain forms to effect your redemption. Before you complete your redemption request, please make sure

TIAA-CREF Short-Term Bond Fund ■ Prospectus 45

you understand the possible federal and other income tax consequences of a redemption. We can suspend or terminate your ability to transact by telephone, Internet, or by fax at any time for any reason.

We reserve the right to require a signature guarantee on any redemption.

Redeeming Shares—For Eligible Investors and Their Clients:

Eligible Investors can redeem (sell) their Premier Class shares at any time.

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

46 Prospectus ■ TIAA-CREF Short-Term Bond Fund

If you request a withdrawal, we will send the proceeds by check to the address of record, or by electronic funds transfer to the bank account on file. A letter of instruction with a bank signature guarantee is required if the withdrawal is sent to bank account not on file, address other than the address of record, or to an address of record that has been changed within the last 14 calendar days. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange. A notary public cannot provide a signature guarantee. Please contact the Fund for further information.

We reserve the right to require a signature guarantee on any redemption.

In-Kind Redemptions of Shares

Exchanging Shares – Premier Class

Exchanging Shares—For Participants Holding Shares through a Plan or Account Administered by TIAA-CREF:

TIAA-CREF Short-Term Bond Fund ■ Prospectus 47

You can make exchanges in any of the following ways:

· writing to TIAA at P.O. Box 1259, Charlotte, NC 28201;

· calling our Automated Telephone Service (available 24 hours a day) at 800 842-2252; or

· using the TIAA-CREF website’s account access feature at www.tiaa-cref.org.

Exchanges must generally be for at least $1,000 (except for systematic exchanges, which must be for at least $100) or your entire balance, if less.

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.)

If you hold shares through an intermediary, plan sponsor or other Eligible Investor, contact the Eligible Investor for applicable exchange requirements.

48 Prospectus ■ TIAA-CREF Short-Term Bond Fund

INSTITUTIONAL CLASS

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,

• other accounts, entities and categories of shareholders as may be approved by the Fund from time to time.

Definition of Eligible Investor

TIAA-CREF Short-Term Bond Fund ■ Prospectus 49

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;

· 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;

· 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,

50 Prospectus ■ TIAA-CREF Short-Term Bond Fund

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;

· Other persons, accounts, entities and categories of shareholders as determined by the Fund from time to time.

The Fund 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

TIAA-CREF Short-Term Bond Fund ■ Prospectus 51

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.

To open an account or purchase shares by wire (Direct Purchasers and Eligible Investors):

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 99054546

Specify on the wire:

52 Prospectus ■ TIAA-CREF Short-Term Bond Fund

· The TIAA-CREF Funds—Institutional Class;

· Account registration (names of registered owners), address and Social Security number or taxpayer identification number;

· Indicate if this is for a new or existing account (provide Fund account number if existing); and

· The Fund and the amount to be invested.

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:

· 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

TIAA-CREF Short-Term Bond Fund ■ Prospectus 53

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.

· 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).

In-Kind Purchases of Shares

Redeeming Shares – Institutional Class

Eligible Investors and Direct Purchasers can redeem (sell) their Institutional Class shares at any time.

54 Prospectus ■ TIAA-CREF Short-Term Bond Fund

Redeeming Shares—For Shares Held Through an Eligible Investor

Redeeming Shares—For Shares Held by Direct Purchasers

Direct Purchasers wishing to make redemption orders by telephone should call their Relationship Manager.

Points to Remember—For All Redemptions

Redemption Proceeds—All Investors

We reserve the right to require a signature guarantee on any redemption.

TIAA-CREF Short-Term Bond Fund ■ Prospectus 55

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. 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 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.)

Exchanging Shares—Eligible Investors

Exchanging Shares—Direct Purchasers

Exchange Requirements—All Investors

56 Prospectus ■ TIAA-CREF Short-Term Bond Fund

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.

CONVERSION OF SHARES – APPLICABLE TO ALL INVESTORS

Voluntary Conversions

TIAA-CREF Short-Term Bond Fund ■ Prospectus 57

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

IMPORTANT TRANSACTION INFORMATION

58 Prospectus ■ TIAA-CREF Short-Term Bond Fund

4:00 p.m. Eastern Time in order to receive that day’s NAV per share as the transaction price.

Minimum Account Size.

TIAA-CREF Short-Term Bond Fund ■ Prospectus 59

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.

Changing 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.

Transferring Shares. You can transfer ownership of your account to another person or organization that also qualifies to own the class of shares or

60 Prospectus ■ TIAA-CREF Short-Term Bond Fund

change the name on your account by sending the Fund written instructions. Generally, each registered owner of the account must sign the request and provide Medallion Signature Guarantees. When you change the name on an account, shares in that account are transferred to a new account.

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 Operation Services.

TIAA-CREF Short-Term Bond Fund ■ Prospectus 61

ELECTRONIC PROSPECTUSES

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

GLOSSARY

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

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

62 Prospectus ■ TIAA-CREF Short-Term Bond Fund

FINANCIAL HIGHLIGHTS

TIAA-CREF Short-Term Bond Fund ■ Prospectus 63

FINANCIAL HIGHLIGHTS (continued)

SHORT-TERM BOND FUND ■ FOR THE PERIOD OR YEAR ENDED


		Institutional Class
##	40451	03/31/11		(a)	09/30/10			09/30/09			09/30/08			09/30/07			09/30/06		(b)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	10.43		$	10.11		$	9.78		$	10.04		$	10.04		$	10.00
Gain (loss) from investment operations:
Net investment
income (loss) (f)			0.11			0.28			0.36			0.45			0.48			0.24
Net realized and
unrealized gain (loss)
on total investments			(0.13	)		0.32			0.33			(0.26	)		(0.00	)(g)		0.04
Total gain (loss) from
investment operations			(0.02	)		0.60			0.69			0.19			0.48			0.28
Less distributions from:
Net investment income			(0.11	)		(0.28	)		(0.36	)		(0.45	)		(0.48	)		(0.24	)
Net realized gains			—			—			—			—			(0.00	)(g)		—
Total distributions			(0.11	)		(0.28	)		(0.36	)		(0.45	)		(0.48	)		(0.24	)
Net asset value,
end of period		$	10.30		$	10.43		$	10.11		$	9.78		$	10.04		$	10.04

TOTAL RETURN			(0.20	)%(h)		6.05	%		7.23	%		1.88	%		4.87	%		2.83	%(h)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$255,835			$176,043			$101,583			$135,936			$163,035			$56,867
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.32	%(i)		0.33	%		0.38	%		0.37	%		0.40	%		0.55	%(i)
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.30	%(i)		0.30	%		0.29	%		0.31	%		0.30	%		0.30	%(i)
Ratio of net investment
income to average
net assets			2.11	%(i)		2.74	%		3.66	%		4.46	%		4.76	%		4.87	%(i)
Portfolio turnover rate			93	%(h)		95	%		173	%		102	%		82	%		83	%(h)

64 Prospectus ■ TIAA-CREF Short-Term Bond Fund

FINANCIAL HIGHLIGHTS (continued)

SHORT-TERM BOND FUND ■ FOR THE PERIOD OR YEAR ENDED


		Retirement Class
##	40451	03/31/11		(a)	09/30/10			09/30/09			09/30/08			09/30/07			09/30/06		(c)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	10.44		$	10.12		$	9.78		$	10.05		$	10.06		$	10.00
Gain (loss) from investment operations:
Net investment
income (loss) (f)			0.10			0.25			0.34			0.42			0.46			0.24
Net realized and
unrealized gain (loss)
on total investments			(0.13	)		0.33			0.34			(0.26	)		(0.00	)(g)		0.03
Total gain (loss) from
investment operations			(0.03	)		0.58			0.68			0.16			0.46			0.27
Less distributions from:
Net investment income			(0.10	)		(0.26	)		(0.34	)		(0.43	)		(0.47	)		(0.21	)
Net realized gains			—			—			—			—			(0.00	)(g)		—
Total distributions			(0.10	)		(0.26	)		(0.34	)		(0.43	)		(0.47	)		(0.21	)
Net asset value,
end of period		$	10.31		$	10.44		$	10.12		$	9.78		$	10.05		$	10.06

TOTAL RETURN			(0.32	)%(h)		5.79	%		7.07	%		1.56	%		4.63	%		2.75	%(h)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$134,128			$121,535			$56,366			$19,752			$12,785			$2,473
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.57	%(i)		0.58	%		0.64	%		0.63	%		0.67	%		4.50	%(i)
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.55	%(i)		0.55	%		0.54	%		0.56	%		0.50	%		0.50	%(i)
Ratio of net investment
income to average
net assets			1.86	%(i)		2.42	%		3.40	%		4.23	%		4.58	%		4.76	%(i)
Portfolio turnover rate			93	%(h)		95	%		173	%		102	%		82	%		83	%(h)

TIAA-CREF Short-Term Bond Fund ■ Prospectus 65

FINANCIAL HIGHLIGHTS (continued)

SHORT-TERM BOND FUND ■ FOR THE PERIOD OR YEAR ENDED


		Retail Class
##	40451	03/31/11		(a)	09/30/10			09/30/09			09/30/08			09/30/07			09/30/06		(d)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	10.44		$	10.12		$	9.78		$	10.05		$	10.05		$	10.00
Gain (loss) from investment operations:
Net investment
income (loss) (f)			0.10			0.26			0.35			0.44			0.47			0.24
Net realized and
unrealized gain (loss)
on total investments			(0.13	)		0.33			0.34			(0.27	)		0.01			0.03
Total gain (loss) from
investment operations			(0.03	)		0.59			0.69			0.17			0.48			0.27
Less distributions from:
Net investment income			(0.10	)		(0.27	)		(0.35	)		(0.44	)		(0.48	)		(0.22	)
Net realized gains			—			—			—			—			(0.00	)(g)		—
Total distributions			(0.10	)		(0.27	)		(0.35	)		(0.44	)		(0.48	)		(0.22	)
Net asset value,
end of period		$	10.31		$	10.44		$	10.12		$	9.78		$	10.05		$	10.05

TOTAL RETURN			(0.30	)%(h)		5.87	%		7.19	%		1.71	%		4.86	%		2.75	%(h)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$155,623			$149,768			$111,912			$104,084			$101,059			$3,331
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.52	%(i)		0.50	%		0.71	%		0.67	%		0.76	%		2.88	%(i)
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.50	%(i)		0.47	%		0.43	%		0.38	%		0.34	%		0.45	%(i)
Ratio of net investment
income to average
net assets			1.91	%(i)		2.58	%		3.53	%		4.40	%		4.69	%		4.82	%(i)
Portfolio turnover rate			93	%(h)		95	%		173	%		102	%		82	%		83	%(h)

66 Prospectus ■ TIAA-CREF Short-Term Bond Fund

FINANCIAL HIGHLIGHTS (continued)

SHORT-TERM BOND FUND ■ FOR THE PERIOD OR YEAR ENDED


		Premier Class
##	40451	03/31/11		(a)	09/30/10			09/30/09		(e)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	10.43		$	10.11		$	10.11
Gain (loss) from investment operations:
Net investment
income (loss) (f)			0.10			0.25			0.00	(g)
Net realized and
unrealized gain (loss)
on total investments			(0.12	)		0.34			—
Total gain (loss) from
investment operations			(0.02	)		0.59			0.00	(g)
Less distributions from:
Net investment income			(0.10	)		(0.27	)		—
Net realized gains			—			—			—
Total distributions			(0.10	)		(0.27	)		—
Net asset value,
end of period		$	10.31		$	10.43		$	10.11

TOTAL RETURN			(0.18	)%(h)		5.89	%		0.00	%(h)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$19,881			$19,884			$250
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.47	%(i)		0.48	%		220.86	%(i)
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.45	%(i)		0.45	%		0.45	%(i)
Ratio of net investment
income to average
net assets			1.95	%(i)		2.39	%		0.00	%(i)
Portfolio turnover rate			93	%(h)		95	%		173	%

TIAA-CREF Short-Term Bond Fund ■ Prospectus 67

FINANCIAL HIGHLIGHTS (concluded)

SHORT-TERM BOND FUND


(a)	Amounts shown are for the six-month period ended March 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to March 31.
(b)	The Institutional Class commenced operations on March 31, 2006.
(c)	The Retirement Class commenced operations on March 31, 2006.
(d)	The Retail Class commenced operations on March 31, 2006.
(e)	The Premier Class commenced operations on September 30, 2009.
(f)	Based on average shares outstanding.
(g)	Amount represents less than $0.01 per share.
(h)	The percentages shown for this period are not annualized.
(i)	The percentages shown for this period are annualized.

68 Prospectus ■ TIAA-CREF Short-Term Bond Fund

[This page intentionally left blank.]

FOR MORE INFORMATION ABOUT TIAA-CREF FUNDS

Requesting documents. You can request a copy of the Fund’s SAI or these reports 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
P.O. Box 1259
Charlotte, NC 28201

Over the Internet:

www.tiaa-cref.org

By telephone:

Call 877 518-9161

In writing:

TIAA-CREF Funds
P.O. Box 1259
Charlotte, NC 28201

Important Information about procedures for opening a new account


1940 Act File No. 811-9301	A11962 (10/11)

PROSPECTUS

OCTOBER 1, 2011

TIAA-CREF HIGH-YIELD FUND

of the TIAA-CREF Funds

Class Ticker: Retail TIYRX Retirement TIHRX Premier TIHPX Institutional TIHYX

This Prospectus describes the Retail, Retirement, Premier and Institutional Class shares offered by the TIAA-CREF High-Yield Fund (the “Fund”). The Fund is one of the investment portfolios of the TIAA-CREF Funds (the “Trust”).

TABLE OF CONTENTS

Summary Information 3

Investment Objective 3

Fees and Expenses 3

Shareholder Fees 3

Annual Fund Operating Expenses 4

Example 4

Portfolio Turnover 4

Principal Investment Strategies 5

Principal Investment Risks 6

Past Performance 7

Portfolio Management 9

Purchase and Sale of Fund Shares 9

Tax Information 10

Payments to Broker-Dealers and Other Financial Intermediary Compensation 10

Additional Information About Investment Strategies and Risks 11

Additional Information About the Fund 11

Additional Information on Principal Investment Risks of the Fund 12

Additional Information About the Fund’s Benchmark Index 15

Additional Information on Principal and Non-Principal Investment Strategies 15

Portfolio Holdings 16

Portfolio Turnover 16

Share Classes 16

Management of the Fund 17

The Fund’s Investment Adviser 17

Investment Management Fees 18

Portfolio Management Team 18

Other Services 19

Distribution and Services Arrangements 19

Other Arrangements 20

Calculating Share Price 20

Dividends and Distributions 22

Taxes 23

Your Account: Purchasing, Redeeming or Exchanging Shares 25

Retail Class 25

Eligibility – Retail Class 25

Purchasing Shares – Retail Class 26

Redeeming Shares – Retail Class 30

Exchanging Shares – Retail Class 32

Retirement Class 34

Eligibility – Retirement Class 34

Purchasing Shares – Retirement Class 34

Redeeming Shares – Retirement Class 38

Exchanging Shares – Retirement Class 40

Premier Class 42

Eligibility – Premier Class 42

Purchasing Shares – Premier Class 44

Redeeming Shares – Premier Class 47

Exchanging Shares – Premier Class 50

Institutional Class 51

Eligibility – Institutional Class 51

Purchasing Shares – Institutional Class 54

Redeeming Shares – Institutional Class 57

Exchanging Shares – Institutional Class 58

Conversion of Shares 59

Important Transaction Information 60

Market Timing/Excessive Trading Policy 64

Redemption or Exchange Fee 66

Electronic Prospectuses 67

Glossary 67

Financial Highlights 69

SUMMARY INFORMATION

TIAA-CREF HIGH-YIELD FUND

of the TIAA-CREF Funds

INVESTMENT OBJECTIVE

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

FEES AND EXPENSES

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 Class	Retirement Class	Premier Class	Institutional Class
Maximum Sales Charge Imposed on Purchases (percentage of offering price)	0%	0%	0%	0%
Maximum Deferred Sales Charge	0%	0%	0%	0%
Maximum Sales Charge Imposed on Reinvested Dividends and Other Distributions	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 (annual fee on accounts under $2,000)	$15.00	0%	0%	0%

TIAA-CREF High-Yield Fund ■ Prospectus 3

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		0.35%	0.35%	0.35%	0.35%
Distribution (Rule 12b-1) Fees¹		0.12%	—	0.15%	—
Other Expenses		0.12%	0.30%	0.05%	0.05%
Total Annual Fund Operating Expenses		0.59%	0.65%	0.55%	0.40%
Waivers and Expense Reimbursements²		—	—	—	—
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		0.59%	0.65%	0.55%	0.40%

1	The Retail Class of the Fund has adopted a Distribution (12b-1) Plan that reimburses the Fund’s distributor, Teachers Personal Investors Services, Inc. (“TPIS”), for its expenses in providing distribution, promotional and shareholder services to Retail Class shares at the annual rate of up to 0.25% of average daily net assets attributable to Retail Class shares.
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) 0.75% of average daily net assets for Retail Class shares; (ii) 0.65% of average daily net assets for Retirement Class shares; (iii) 0.55% of average daily net assets for Premier Class shares; and (iv) 0.40% of average daily net assets for Institutional Class shares of the Fund. These expense reimbursement arrangements will continue through at least September 30, 2012, unless changed with approval of the Board of Trustees.

Example


	Retail Class		Retirement Class		Premier Class		Institutional Class
1 Year	$	60	$	66	$	56	$	41
3 Years	$	189	$	208	$	176	$	128
5 Years	$	329	$	362	$	307	$	224
10 Years	$	738	$	810	$	689	$	505

PORTFOLIO TURNOVER

4 Prospectus ■ TIAA-CREF High-Yield 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. During the fiscal year ended September 30, 2010, the Fund’s portfolio turnover rate was 109% of the average value of its portfolio. During the six-month fiscal period ended March 31, 2011, the Fund’s portfolio turnover rate was 43% (not annualized) of the average value its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Fund invests primarily in lower-rated, higher-yielding fixed-income securities, such as domestic and foreign corporate bonds, debentures, loan participations and assignments and notes, as well as convertible securities and preferred stocks. Under normal circumstances, the Fund invests at least 80% of its assets in debt and other fixed-income securities rated lower than investment-grade (and their unrated equivalents) or other high-yielding debt securities. (These are often called “junk” bonds.) Most of these will be securities rated in the BB or B categories by S&P, or the Ba or B categories by Moody’s. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes.

The Fund may invest up to 20% of its assets in the following types of instruments: payment-in-kind or deferred-interest obligations, defaulted securities, asset-backed securities, securities rated lower than B- or its equivalent by at least two rating agencies and securities having limited liquidity.

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

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

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

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

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

Advisors’ judgment of the value of any particular security is a function of its experience with lower-rated securities, evaluation of general economic and securities market conditions and the financial condition of the security’s issuer.

TIAA-CREF High-Yield Fund ■ Prospectus 5

Under some market conditions, the Fund may sacrifice potential yield in order to adopt a defensive posture designed to preserve capital.

The Fund may purchase and sell futures, options, swaps and other fixed-income derivative securities and financial instruments to carry out the Fund’s investments strategies.

The benchmark index for the Fund is the BofA Merrill Lynch BB-B U.S. Cash Pay High Yield Constrained Index.

PRINCIPAL INVESTMENT RISKS

· Call Risk—The risk that, during periods of falling interest rates, an issuer may call (or repay) a fixed-income security prior to maturity, resulting in a decline in the Fund’s income.

6 Prospectus ■ TIAA-CREF High-Yield Fund

· Credit Risk (a type of Issuer Risk)—The risk that the issuer of bonds may not be able or willing to meet interest or principal payments when the bonds become due.

· 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 financial markets may be very small, share prices of financial instruments in emerging market countries may be volatile and difficult to determine. Financial instruments of issuers in these countries may be less liquid than those of issuers in more developed countries. 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. When investing in derivatives, the Fund may lose more than the principal amount invested.

PAST PERFORMANCE

TIAA-CREF High-Yield Fund ■ Prospectus 7

For current performance information of each share class, including performance to the most recent month-end, please visit www.tiaa-cref.org.

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)^†

^† The year-to-date return as of the most recent calendar quarter, which ended on June 30, 2011, was 4.66%.

Best quarter: 17.76%, for the quarter ended June 30, 2009. Worst quarter: -12.70%, for the quarter ended December 31, 2008.

8 Prospectus ■ TIAA-CREF High-Yield Fund

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2010


	Inception Date	One Year			Since Inception
Institutional Class	3/31/06			$
Return Before Taxes		14.61	%		8.00	%
Return After Taxes on Distributions		11.63	%		5.00	%
Return After Taxes on Distributions and Sale of
Fund Shares		9.37	%		4.99	%
Retail Class	3/31/06
Return Before Taxes		14.36	%		7.90	%
Retirement Class	3/31/06
Return Before Taxes		14.33	%		7.72	%
Premier Class	9/30/09
Return Before Taxes		14.44	%		7.96	%*
BofA Merrill Lynch BB-B U.S. Cash Pay High Yield Constrained Index
(reflects no deductions for fees, expenses or taxes)		14.25	%		7.54	%^†

Current performance of the Fund’s shares may be higher or lower than that shown above.

^† The performance above is calculated from the Institutional Class inception date.

For the Fund’s most current 30-day yield, please call the Fund at 800 842-2252.

PORTFOLIO MANAGEMENT

Investment Adviser. The Fund’s investment adviser is Teachers Advisors, Inc.

Portfolio Managers. The following people manage the Fund on a day-to-day basis:




Name:	Kevin R. Lorenz, CFA	Jean Lin
Title:	Managing Director	Managing Director
Experience on Fund:	since 2006	since 2011

PURCHASE AND SALE OF FUND SHARES

Retail Class shares are available for purchase through certain financial intermediaries or by contacting the Fund directly at 800 223-1200 or www.tiaa-

TIAA-CREF High-Yield Fund ■ Prospectus 9

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.

· There is no minimum initial or subsequent investment for Retirement Class shares. Retirement Class shares are primarily offered through employer-sponsored employee benefit plans.

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.

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER
FINANCIAL INTERMEDIARY COMPENSATION

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

10 Prospectus ■ TIAA-CREF High-Yield Fund

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

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 non-investment grade fixed-income securities. Shareholders will receive at least 60 days’ prior notice before changes are made to the 80% policy.

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.

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

TIAA-CREF High-Yield Fund ■ Prospectus 11

ADDITIONAL INFORMATION ON PRINCIPAL INVESTMENT RISKS OF THE FUND

· Fixed-Income Foreign Investment Risk—Foreign investments, which may include fixed-income securities of foreign issuers, or securities or

12 Prospectus ■ TIAA-CREF High-Yield Fund

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 seizure, expropriation or nationalization of assets; (4) more limited foreign financial information about the foreign debt issuer or difficulties interpreting it because of foreign regulations and accounting standards; (5) the impact of political, social or diplomatic events; (6) the difficulty of evaluating some foreign economic trends; and (7) the possibility that a foreign government could restrict an issuer from paying principal and interest on its debt obligations to investors outside the country. It may also be difficult to use foreign laws and courts to force a foreign issuer to make principal and interest payments on its debt obligations. In addition, the cost of servicing external debt will also generally be adversely affected by rising international interest rates because many external debt obligations bear interest at rates which are adjusted based upon international interest rates.

· Active Management Risk—The risk that the performance of the Fund which is actively managed, reflects in part the ability of Advisors to make active investment, strategic, or trading decisions that are suited to achieving the Funds’ investment objective. As a result of strategy, investment selection or trading execution, the Fund could underperform its benchmark or other mutual funds with similar investment objectives.

TIAA-CREF High-Yield Fund ■ Prospectus 13

securities, issuers of lower-rated, high-yield fixed-income investments are more likely to encounter financial difficulties and to be materially affected by such difficulties. High-yield securities may also be relatively more illiquid, therefore they may be more difficult to purchase or sell.

· 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. 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. Derivative investments can create leverage by magnifying investment losses or gains, and the Fund could lose more than the amount invested.

In addition to the principal investment risks set forth above, there are other risks associated with investing in the Fund and in fixed-income securities investments 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 equity and fixed-income investments.

14 Prospectus ■ TIAA-CREF High-Yield Fund

ADDITIONAL INFORMATION ABOUT THE FUND’S BENCHMARK INDEX

The benchmark index described below is unmanaged, and you cannot invest directly in the index.

BofA Merrill Lynch BB-B U.S. Cash Pay High Yield Constrained Index

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

ADDITIONAL INFORMATION ON PRINCIPAL AND NON-PRINCIPAL INVESTMENT STRATEGIES

The Fund can buy and sell swaps and options on swaps, so long as these are consistent with the Fund’s investment objective and restrictions. For example,

TIAA-CREF High-Yield Fund ■ Prospectus 15

the Fund can invest in derivatives and other similar financial instruments such as credit default swaps (a derivative in which the buyer of the swap makes a series of payments to the seller and, in exchange, receives a payment if the underlying credit instrument (e.g., a bond) goes into default) and interest rate swaps (a derivative in which one party exchanges a stream of interest payments for another party’s stream of cash flows).

Please see the Fund’s SAI for more information on these and other investments the Fund may utilize.

PORTFOLIO HOLDINGS

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.

PORTFOLIO TURNOVER

SHARE CLASSES

16 Prospectus ■ TIAA-CREF High-Yield Fund

which class best suits your needs. Please contact TIAA-CREF if you have questions or would like assistance in determining which class is right for you.

MANAGEMENT OF THE FUND

THE FUND’S INVESTMENT ADVISER

The annual investment management fees charged under the Management Agreement with respect to the Fund are as follows:

TIAA-CREF High-Yield Fund ■ Prospectus 17

INVESTMENT MANAGEMENT FEES


		Assets Under Management	Fee Rate
		(Billions)	(average daily net assets)
High Yield Fund*		$0.0—$1.0	0.35%
		Over $1.0—$2.5	0.34%
		Over $2.5—$4.0	0.33%
		Over $4.0	0.32%
*	For the fiscal period ended March 31, 2011, the effective annual fee rate was 0.35% for the Fund.

A discussion regarding the basis for the Board of Trustees’ most recent approval of the Fund’s Management Agreement is available in the Fund’s annual shareholder report for the period ended March 31, 2011. For a free copy of the Fund’s shareholder report, please call 800 842-2252, visit the Fund’s website at www.tiaa-cref.org or visit the SEC’s website at www.sec.gov.

PORTFOLIO MANAGEMENT TEAM


Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	Total Experience (since dates specified below)
Name & Title	Portfolio Role/ Coverage/ Expertise/Specialty	Experience Over Past Five Years	At TIAA	Total	On Team
HIGH-YIELD FUND
Kevin R. Lorenz, CFA Managing Director	Lead Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—1987 to Present (high-yield portfolio management)	1987	1987	2006


Jean Lin Managing Director	Investment Selection High-Yield Research	Advisors, TCIM and other advisory affiliates of TIAA—1994 to Present (high-yield portfolio management)	1994	1994	2011

18 Prospectus ■ TIAA-CREF High-Yield Fund

OTHER SERVICES

DISTRIBUTION AND SERVICES ARRANGEMENTS

ALL CLASSES

RETAIL CLASS

TIAA-CREF High-Yield Fund ■ Prospectus 19

12b-1 plan fees are paid out of Retail Class assets on an ongoing basis, over time they will increase the cost of your investment in the Retail Class.

More information about the Fund’s distribution and services 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 and services arrangements for Retirement Class shares appears in the Fund’s SAI.

PREMIER CLASS

More information about the Fund’s distribution and services 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 and services arrangements for Institutional Class shares appears in the Fund’s SAI.

OTHER ARRANGEMENTS

CALCULATING SHARE PRICE

20 Prospectus ■ TIAA-CREF High-Yield Fund

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.

TIAA-CREF High-Yield Fund ■ Prospectus 21

for stale pricing, which may occur between the close of certain foreign exchanges and the close of the NYSE. Fair value pricing is subjective in nature and the use of fair value pricing by the Fund may cause the NAV of the Fund’s shares to differ significantly from the NAV that would have been calculated using market prices at the close of the foreign exchange on which a portfolio security is primarily traded. 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.

DIVIDENDS AND DISTRIBUTIONS

The Fund expects to declare and distribute to shareholders substantially all of its net investment income and net realized capital gains, if any. The amount distributed will vary according to the income received from securities held by the Fund and capital gains realized from the sale of securities. The Fund declares dividends as of each business day of the calendar year (to the extent such dividends are not previously distributed) and pays dividends monthly. The Fund intends to pay net capital gains, if any, annually.

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.

22 Prospectus ■ TIAA-CREF High-Yield Fund

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.

TAXES

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

TIAA-CREF High-Yield Fund ■ Prospectus 23

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 2012. Additional information about this can be found in the Fund’s SAI.

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

24 Prospectus ■ TIAA-CREF High-Yield Fund

requirements, the Fund may have to limit its investment in some types of instruments.

YOUR ACCOUNT: PURCHASING, REDEEMING
OR EXCHANGING SHARES

RETAIL CLASS

Eligibility – Retail Class

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).

TIAA-CREF High-Yield Fund ■ Prospectus 25

· 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.

· Corporate and Institutional accounts.

· Omnibus accounts held by financial intermediaries, platforms, programs, plans and other similar entities (collectively, “financial intermediaries”) on behalf of other investors.

· Registered and unregistered investment company accounts.

· Other accounts, entities and categories of shareholders as may be approved by the Fund from time to time.

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.

26 Prospectus ■ TIAA-CREF High-Yield Fund

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 can only accept payment to establish a new account if the check presented for deposit into the new account is drawn against an account registered in the same name as the prospective investor.

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:

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 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.

TIAA-CREF High-Yield Fund ■ Prospectus 27

You can purchase additional shares in any of the following ways:

28 Prospectus ■ TIAA-CREF High-Yield Fund

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 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).

· The Fund is not responsible for any losses due to unauthorized or fraudulent instructions so long as the Fund follows reasonable security

TIAA-CREF High-Yield Fund ■ Prospectus 29

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

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

30 Prospectus ■ TIAA-CREF High-Yield Fund

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 Telephone: Call 800 223-1200 to redeem shares in amounts under $50,000. Once made, your telephone request cannot be modified or canceled.

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.

TIAA-CREF High-Yield Fund ■ Prospectus 31

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).

• 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.

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.

32 Prospectus ■ TIAA-CREF High-Yield Fund

You Can Make Exchanges In Any Of The Following Ways:

By Telephone: Call 800 223-1200. Once made, your telephone request cannot be modified or canceled.

Points To Remember When Exchanging:

· An exchange is considered a sale of securities, and therefore is taxable.

TIAA-CREF High-Yield Fund ■ Prospectus 33

RETIREMENT CLASS

Eligibility – Retirement Class

Retirement Class shares of the Fund are (or may be made) available by or through:

• 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 from time to time.

Definition of Eligible Investor for Retirement Class

Purchasing Shares – Retirement Class

Purchasing Shares—For Participants Purchasing Shares through a Plan or Account Administered by TIAA-CREF:

34 Prospectus ■ TIAA-CREF High-Yield 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

· writing to TIAA-CREF at P.O. Box 1259, Charlotte, NC 28201;

· calling our Automated Telephone Service (24 hours a day) at 800 842-2252; or

· using the TIAA-CREF website’s account access feature at www.tiaa-cref.org.

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.

TIAA-CREF High-Yield Fund ■ Prospectus 35

Purchasing Shares—For Eligible Investors and Their Clients:

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 99054546

Specify on the wire:

· The TIAA-CREF Funds —Retirement Class;

· Account registration (names of registered owners), address and Social Security number or taxpayer identification number;

· Indicate if this is for a new or existing account (provide Fund account number if existing); and

· The Fund and the 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

36 Prospectus ■ TIAA-CREF High-Yield Fund

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:

· 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).

In-Kind Purchases of Shares by Eligible Investors

TIAA-CREF High-Yield Fund ■ Prospectus 37

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 their 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:

· write to TIAA at P.O. Box 1259, Charlotte, NC 28201;

· call our Automated Telephone Service (24 hours a day) at 800 842-2252.

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 the participant’s plan, or (2) shares of other mutual funds available under the participant’s 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 withdrawal, we will send the proceeds (minus any applicable Redemption Fee) by check to the address of record, or by electronic funds transfer to the bank account on file. A letter of instruction with a bank signature guarantee is required if the withdrawal is sent to a bank account not on file, to an address other than the address of record, or to an address of record that has been changed within the last 14 calendar days. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange. A

38 Prospectus ■ TIAA-CREF High-Yield Fund

notary public cannot provide a signature guarantee. Please contact the Fund for further information.

We reserve the right to require a signature guarantee on any redemption.

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 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.

TIAA-CREF High-Yield Fund ■ Prospectus 39

been changed within the last 30 calendar days. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange. A notary public cannot provide a signature guarantee. Please contact the Fund for further information.

We reserve the right to require a signature guarantee on any redemption.

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).

· 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;

40 Prospectus ■ TIAA-CREF High-Yield Fund

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:

· writing to TIAA at P.O. Box 1259, Charlotte, NC 28201;

· calling our Automated Telephone Service (24 hours a day) at 800 842-2252; or

· using the TIAA-CREF website’s account access feature at www.tiaa-cref.org.

Exchanges must generally be for at least $1,000 (except for systematic exchanges, which must be at least $100) or your entire balance, if less.

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 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).

Make sure you understand the investment objective, policies, strategies and risks disclosed in the prospectus of the fund into which you exchange shares.

TIAA-CREF High-Yield Fund ■ Prospectus 41

PREMIER CLASS

Eligibility – Premier Class

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”),

· insurance company separate accounts advised by or affiliated with Advisors, or

· other affiliates of TIAA-CREF;

· 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, or

· other accounts, entities and categories of shareholders as may be approved by the Fund from time to time.

The Fund 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

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:

42 Prospectus ■ TIAA-CREF High-Yield Fund

· Other affiliates of Advisors or other persons or entities that the Fund may approve from time to time.

· 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;

· 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;

· Other persons or entities that the Fund may approve from time to time.

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.

TIAA-CREF High-Yield Fund ■ Prospectus 43

The Fund 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:

No Minimum Investment Requirements are imposed at the Participant Level.

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.

44 Prospectus ■ TIAA-CREF High-Yield Fund

Allocating Retirement Contributions to the Fund—For Participants Purchasing through a Plan or Account Sponsored or Administered
by TIAA-CREF:

· writing to TIAA-CREF at P.O. Box 1259, Charlotte, NC 28201;

· calling our Automated Telephone Service (24 hours a day) at 800 842-2252; or

· using the TIAA-CREF website’s account access feature at www.tiaa-cref.org.

Purchasing Shares—For Eligible Investors and Their Clients:

TIAA-CREF High-Yield Fund ■ Prospectus 45

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 99054546

Specify on the wire:

· The TIAA-CREF Funds—Premier Class;

· Account registration (names of registered owners), address and Social Security number or taxpayer identification number;

· Indicate if this is for a new or existing account (provide Fund account number if existing); and

· The Fund and the amount to be invested.

Points to Remember for All Purchases by Eligible Investors:

46 Prospectus ■ TIAA-CREF High-Yield Fund

· 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).

In-Kind Purchases of Shares by Eligible Investors

Redeeming Shares – Premier Class

Redeeming Shares—For Participants Holding Shares through a Plan or Account Administered by TIAA-CREF:

To request a redemption, you can do one of the following:

· write to TIAA at P.O. Box 1259, Charlotte, NC 28201;

· call our Automated Telephone Service (24 hours a day) at 800 842-2252.

You may be required to complete and return certain forms to effect your redemption. Before you complete your redemption request, please make sure

TIAA-CREF High-Yield Fund ■ Prospectus 47

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 the participant’s plan, or (2) shares of other mutual funds available under the participant’s 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 withdrawal, we will send the proceeds (minus any applicable Redemption Fee) by check to the address of record, or by electronic funds transfer to the bank account on file. A letter of instruction with a bank signature guarantee is required if the withdrawal is sent to a bank account not on file, address other than the address of record, or to an address of record that has been changed within the last 14 calendar days. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange. A notary public cannot provide a signature guarantee. Please contact the Fund for further information.

We reserve the right to require a signature guarantee on any redemption.

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).

48 Prospectus ■ TIAA-CREF High-Yield Fund

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

If you request a withdrawal, we will send the proceeds (minus any applicable Redemption Fee) by check to the address of record, or by electronic funds transfer to the bank account on file. A letter of instruction with a bank signature guarantee is required if the withdrawal is sent to bank account not on file, address other than the address of record, or to an address of record that has been changed within the last 14 calendar days. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange. A notary public cannot provide a signature guarantee. Please contact the Fund for further information.

We reserve the right to require a signature guarantee on any redemption.

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 High-Yield Fund ■ Prospectus 49

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).

You can make exchanges in any of the following ways:

· writing to TIAA at P.O. Box 1259, Charlotte, NC 28201;

· calling our Automated Telephone Service (available 24 hours a day) at 800 842-2252; or

· using the TIAA-CREF website’s account access feature at www.tiaa-cref.org.

Exchanges must generally be for at least $1,000 (except for systematic exchanges, which must be for at least $100) or your entire balance, if less.

50 Prospectus ■ TIAA-CREF High-Yield Fund

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.

INSTITUTIONAL CLASS

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,

TIAA-CREF High-Yield Fund ■ Prospectus 51

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 from time to time.

Definition of Eligible Investor

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;

· 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;

52 Prospectus ■ TIAA-CREF High-Yield Fund

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:

· 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;

· Other persons, accounts, entities and categories of shareholders as determined by the Fund from time to time.

TIAA-CREF High-Yield Fund ■ Prospectus 53

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 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

To open an account or purchase shares by wire (Direct Purchasers and Eligible Investors):

54 Prospectus ■ TIAA-CREF High-Yield Fund

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 99054546

Specify on the wire:

· The TIAA-CREF Funds—Institutional Class;

· Account registration (names of registered owners), address and Social Security number or taxpayer identification number;

· Indicate if this is for a new or existing account (provide Fund account number if existing); and

· The Fund and the amount to be invested.

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:

TIAA-CREF High-Yield Fund ■ Prospectus 55

· 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.

· 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).

In-Kind Purchases of Shares

56 Prospectus ■ TIAA-CREF High-Yield Fund

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

Redeeming Shares—For Shares Held by Direct Purchasers

Direct Purchasers wishing to make redemption orders by telephone should call their Relationship Manager.

Points to Remember—For All Redemptions

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

TIAA-CREF High-Yield Fund ■ Prospectus 57

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 request a withdrawal, we will send the proceeds (minus any applicable Redemption Fee) by check to the address of record or by electronic funds transfer to the bank account on file. A letter of instruction with a bank signature guarantee is required if the withdrawal is sent to a bank account not on file, to an address other than the address of record, or to an address of record that has been changed within the last 30 calendar days. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange. A notary public cannot provide a signature guarantee. Please contact the Fund for further information.

We reserve the right to require a signature guarantee on any redemption.

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 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

58 Prospectus ■ TIAA-CREF High-Yield Fund

Exchanging Shares—Direct Purchasers

Exchange Requirements—All Investors

Once made, an exchange request cannot be modified or canceled.

CONVERSION OF SHARES – APPLICABLE TO ALL INVESTORS

TIAA-CREF High-Yield Fund ■ Prospectus 59

Voluntary Conversions

Mandatory Conversions

IMPORTANT TRANSACTION INFORMATION

60 Prospectus ■ TIAA-CREF High-Yield Fund

Large Redemptions-Applicable to All Investors. Please contact the Fund before redeeming a large dollar amount of shares (including exchange requests since they include redemption transactions). Large redemptions of Fund shares may be detrimental to the Fund’s other shareholders because such transactions can adversely affect a portfolio manager’s ability to efficiently manage the Fund. By contacting the Fund before you attempt to redeem a large dollar amount, you may avoid in-kind payment of your request.

Minimum Account Size.

TIAA-CREF High-Yield Fund ■ Prospectus 61

Changing 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.

62 Prospectus ■ TIAA-CREF High-Yield Fund

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 Operation Services.

TIAA-CREF High-Yield Fund ■ Prospectus 63

MARKET TIMING/EXCESSIVE TRADING POLICY—
APPLICABLE TO ALL INVESTORS

The Board of Trustees has adopted policies and procedures to discourage this market timing activity. Under these policies and procedures, if, within a 60-calendar day period, a shareholder redeems or exchanges any monies out of 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.

64 Prospectus ■ TIAA-CREF High-Yield Fund

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

TIAA-CREF High-Yield Fund ■ Prospectus 65

REDEMPTION OR EXCHANGE FEE

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. 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.

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

66 Prospectus ■ TIAA-CREF High-Yield Fund

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.

ELECTRONIC PROSPECTUSES

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

GLOSSARY

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

TIAA-CREF High-Yield Fund ■ Prospectus 67

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

68 Prospectus ■ TIAA-CREF High-Yield Fund

FINANCIAL HIGHLIGHTS

TIAA-CREF High-Yield Fund ■ Prospectus 69

FINANCIAL HIGHLIGHTS (continued)

HIGH-YIELD FUND ■ FOR THE PERIOD OR YEAR ENDED


		Institutional Class
##	40451	03/31/11		(a)	09/30/10			09/30/09			09/30/08			09/30/07			09/30/06		(b)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	9.74		$	9.04		$	8.41		$	9.94		$	9.92		$	10.00
Gain (loss) from investment operations:
Net investment
income (loss) (f)			0.35			0.72			0.78			0.76			0.72			0.35
Net realized and
unrealized gain (loss)
on total investments			0.25			0.70			0.63			(1.52	)		0.02			(0.08	)
Total gain (loss) from
investment operations			0.60			1.42			1.41			(0.76	)		0.74			0.27
Less distributions from:
Net investment income			(0.35	)		(0.72	)		(0.78	)		(0.76	)		(0.72	)		(0.35	)
Net realized gains			—			—			—			(0.01	)		—			—
Total distributions			(0.35	)		(0.72	)		(0.78	)		(0.77	)		(0.72	)		(0.35	)
Net asset value,
end of period		$	9.99		$	9.74		$	9.04		$	8.41		$	9.94		$	9.92

TOTAL RETURN			6.22	%(g)		16.41	%		18.83	%		(8.15	)%		7.66	%		2.82	%(g)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$527,004			$398,933			$245,983			$228,048			$228,834			$53,478
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.40	%(h)		0.41	%		0.45	%		0.43	%		0.49	%		0.67	%(h)
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.40	%(h)		0.40	%		0.40	%		0.40	%		0.40	%		0.40	%(h)
Ratio of net investment
income to average
net assets			7.04	%(h)		7.76	%		10.07	%		8.05	%		7.30	%		7.16	%(h)
Portfolio turnover rate			43	%(g)		109	%		79	%		59	%		43	%		26	%(g)

70 Prospectus ■ TIAA-CREF High-Yield Fund

FINANCIAL HIGHLIGHTS (continued)

HIGH-YIELD FUND ■ FOR THE PERIOD OR YEAR ENDED


		Retirement Class
##	40451	03/31/11		(a)	09/30/10			09/30/09			09/30/08			09/30/07			09/30/06		(c)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	9.74		$	9.04		$	8.41		$	9.95		$	9.92		$	10.00
Gain (loss) from investment operations:
Net investment
income (loss) (f)			0.34			0.70			0.76			0.74			0.71			0.36
Net realized and
unrealized gain (loss)
on total investments			0.25			0.70			0.63			(1.53	)		0.03			(0.12	)
Total gain (loss) from
investment operations			0.59			1.40			1.39			(0.79	)		0.74			0.24
Less distributions from:
Net investment income			(0.34	)		(0.70	)		(0.76	)		(0.74	)		(0.71	)		(0.32	)
Net realized gains			—			—			—			(0.01	)		—			—
Total distributions			(0.34	)		(0.70	)		(0.76	)		(0.75	)		(0.71	)		(0.32	)
Net asset value,
end of period		$	9.99		$	9.74		$	9.04		$	8.41		$	9.95		$	9.92

TOTAL RETURN			6.09	%(g)		16.12	%		18.54	%		(8.45	)%		7.61	%		2.51	%(g)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$176,489			$166,383			$125,322			$28,694			$15,869			$6,620
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.65	%(h)		0.66	%		0.71	%		0.69	%		0.73	%		5.28	%(h)
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.65	%(h)		0.65	%		0.65	%		0.65	%		0.60	%		0.60	%(h)
Ratio of net investment
income to average
net assets			6.78	%(h)		7.49	%		9.38	%		7.91	%		7.10	%		7.19	%(h)
Portfolio turnover rate			43	%(g)		109	%		79	%		59	%		43	%		26	%(g)

TIAA-CREF High-Yield Fund ■ Prospectus 71

FINANCIAL HIGHLIGHTS (continued)

HIGH-YIELD FUND ■ FOR THE PERIOD OR YEAR ENDED


		Retail Class
##	40451	03/31/11		(a)	09/30/10			09/30/09			09/30/08			09/30/07			09/30/06		(d)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	9.78		$	9.08		$	8.44		$	9.98		$	9.94		$	10.00
Gain (loss) from investment operations:
Net investment
income (loss) (f)			0.34			0.71			0.77			0.75			0.72			0.35
Net realized and
unrealized gain (loss)
on total investments			0.25			0.70			0.64			(1.53	)		0.03			(0.09	)
Total gain (loss) from
investment operations			0.59			1.41			1.41			(0.78	)		0.75			0.26
Less distributions from:
Net investment income			(0.34	)		(0.71	)		(0.77	)		(0.75	)		(0.71	)		(0.32	)
Net realized gains			—			—			—			(0.01	)		—			—
Total distributions			(0.34	)		(0.71	)		(0.77	)		(0.76	)		(0.71	)		(0.32	)
Net asset value,
end of period		$	10.03		$	9.78		$	9.08		$	8.44		$	9.98		$	9.94

TOTAL RETURN			6.11	%(g)		16.18	%		18.78	%		(8.28	)%		7.76	%		2.72	%(g)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$169,337			$156,374			$126,323			$101,026			$143,329			$2,819
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.59	%(h)		0.58	%		0.79	%		0.71	%		0.76	%		3.56	%(h)
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.59	%(h)		0.57	%		0.54	%		0.48	%		0.47	%		0.55	%(h)
Ratio of net investment
income to average
net assets			6.85	%(h)		7.60	%		9.86	%		7.94	%		7.25	%		7.13	%(h)
Portfolio turnover rate			43	%(g)		109	%		79	%		59	%		43	%		26	%(g)

72 Prospectus ■ TIAA-CREF High-Yield Fund

FINANCIAL HIGHLIGHTS (continued)

HIGH-YIELD FUND ■ FOR THE PERIOD OR YEAR ENDED


		Premier Class
##	40451	03/31/11		(a)	09/30/10			09/30/09		(e)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	9.74		$	9.04		$	9.04
Gain (loss) from investment operations:
Net investment
income (loss) (f)			0.34			0.71			0.00	(i)
Net realized and
unrealized gain (loss)
on total investments			0.25			0.70			—
Total gain (loss) from
investment operations			0.59			1.41			0.00	(i)
Less distributions from:
Net investment income			(0.34	)		(0.71	)		—
Net realized gains			—			—			—
Total distributions			(0.34	)		(0.71	)		—
Net asset value,
end of period		$	9.99		$	9.74		$	9.04

TOTAL RETURN			6.14	%(g)		16.23	%		0.00	%(g)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$30,472			$16,836			$250
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.55	%(h)		0.56	%		220.96	%(h)
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.55	%(h)		0.55	%		0.55	%(h)
Ratio of net investment
income to average
net assets			6.87	%(h)		7.52	%		0.00	%(h)
Portfolio turnover rate			43	%(g)		109	%		79	%

TIAA-CREF High-Yield Fund ■ Prospectus 73

FINANCIAL HIGHLIGHTS (concluded)

HIGH-YIELD FUND


(a)	Amounts shown are for the six-month period ended March 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to March 31.
(b)	The Institutional Class commenced operations on March 31, 2006.
(c)	The Retirement Class commenced operations on March 31, 2006.
(d)	The Retail Class commenced operations on March 31, 2006.
(e)	The Premier Class commenced operations on September 30, 2009.
(f)	Based on average shares outstanding.
(g)	The percentages shown for this period are not annualized.
(h)	The percentages shown for this period are annualized.
(i)	Amount represents less than $0.01 per share.

74 Prospectus ■ TIAA-CREF High-Yield Fund

[This page intentionally left blank.]

FOR MORE INFORMATION ABOUT TIAA-CREF FUNDS

Requesting documents. You can request a copy of the Fund’s SAI or these reports 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
P.O. Box 1259
Charlotte, NC 28201

Over the Internet:

www.tiaa-cref.org

By telephone:

Call 877 518-9161

In writing:

TIAA-CREF Funds
P.O. Box 1259
Charlotte, NC 28201

Important Information about procedures for opening a new account


1940 Act File No. 811-9301	A11958 (10/11)

PROSPECTUS

OCTOBER 1, 2011

TIAA-CREF TAX-EXEMPT BOND FUND

of the TIAA-CREF Funds

Class Ticker: Retail TIXRX Institutional TITIX

This Prospectus describes the Retail and Institutional Class shares offered by the TIAA-CREF Tax-Exempt Bond Fund (the “Fund”). The Fund is one of the investment portfolios of the TIAA-CREF Funds (the “Trust”).

TABLE OF CONTENTS

Summary Information 3

Investment Objective 3

Fees and Expenses 3

Shareholder Fees 3

Annual Fund Operating Expenses 3

Example 4

Portfolio Turnover 4

Principal Investment Strategies 4

Principal Investment Risks 5

Past Performance 6

Portfolio Management 8

Purchase and Sale of Fund Shares 8

Tax Information 9

Payments to Broker-Dealers and Other Financial Intermediary Compensation 9

Additional Information About Investment Strategies and Risks 9

Additional Information About the Fund 9

Additional Information on Principal Investment Risks of the Fund 10

Additional Information About the Fund’s Benchmark Index 12

Additional Information on Principal and Non-Principal Investment Strategies 13

Portfolio Holdings 13

Portfolio Turnover 13

Share Classes 14

Management of the Fund 14

The Fund’s Investment Adviser 14

Investment Management Fees 15

Portfolio Management Team 15

Other Services 16

Distribution and Services Arrangements 16

Calculating Share Price 17

Dividends and Distributions 19

Taxes 20

Your Account: Purchasing, Redeeming or Exchanging Shares 22

Retail Class 22

Eligibility – Retail Class 22

Purchasing Shares – Retail Class 23

Redeeming Shares – Retail Class 27

Exchanging Shares – Retail Class 29

Institutional Class 30

Eligibility – Institutional Class 30

Purchasing Shares – Institutional Class 33

Redeeming Shares – Institutional Class 36

Exchanging Shares – Institutional Class 37

Conversion of Shares 38

Important Transaction Information 39

Market Timing/Excessive Trading Policy 43

Electronic Prospectuses 44

Glossary 44

Financial Highlights 46

SUMMARY INFORMATION

TIAA-CREF TAX-EXEMPT BOND FUND

of the TIAA-CREF Funds

INVESTMENT OBJECTIVE

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

FEES AND EXPENSES

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 Class	Institutional Class
Maximum Sales Charge Imposed on Purchases (percentage of offering price)	0%	0%
Maximum Deferred Sales Charge	0%	0%
Maximum Sales Charge Imposed on Reinvested Dividends and Other Distributions	0%	0%
Redemption or Exchange Fee	0%	0%
Account Maintenance Fee (annual fee on accounts under $2,000)	$15.00	0%

ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)


		Retail Class	Institutional Class
Management Fees		0.30%	0.30%
Distribution (Rule 12b-1) Fees¹		0.12%	—
Other Expenses		0.13%	0.10%
Total Annual Fund Operating Expenses		0.55%	0.40%
Waivers and Expense Reimbursements²		—	0.05%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		0.55%	0.35%

1	The Retail Class of the Fund has adopted a Distribution (12b-1) Plan that reimburses the Fund’s distributor, Teachers Personal Investors Services, Inc. (“TPIS”), for its expenses in providing distribution, promotional and shareholder services to Retail Class shares at the annual rate of up to 0.25% of average daily net assets attributable to Retail Class shares.
2	Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers

TIAA-CREF Tax-Exempt Bond Fund ■ Prospectus 3

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) 0.70% of average daily net assets for Retail Class shares; and (ii) 0.35% of average daily net assets for Institutional Class shares of the Fund. These expense reimbursement arrangements will continue through at least September 30, 2012, unless changed with approval of the Board of Trustees.

Example


	Retail Class		Institutional Class
1 Year	$	56	$	36
3 Years	$	176	$	123
5 Years	$	307	$	219
10 Years	$	689	$	500

PORTFOLIO TURNOVER

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. During the fiscal year ended September 30, 2010, the Fund’s portfolio turnover rate was 29% of the average value of its portfolio. During the six-month fiscal period ended March 31, 2011, the Fund’s portfolio turnover rate was 11% (not annualized) of the average value its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

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

4 Prospectus ■ TIAA-CREF Tax-Exempt Bond Fund

opinion of bond counsel for the issuers at the time of issuance, is exempt from regular federal income tax (i.e., excludable from gross income for individuals for federal income tax purposes but not necessarily exempt from AMT). Some of these securities may also be exempt from certain state and local income taxes. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes.

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

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

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

The Fund may invest up to 20% of its assets in securities rated below investment-grade, or unrated securities of comparable quality, which are usually called “junk” bonds.

The Fund pursues superior returns using historical yield spread and credit analysis to identify and invest in undervalued market sectors and individual securities. The Fund usually sells investments that Advisors believes to be overvalued on a relative basis. Although the Fund may invest in fixed-income securities of any maturity, the duration of the Fund’s portfolio typically ranges within 15% of the duration of its benchmark index, the Barclays Capital 10-Year Municipal Bond Index. As of March 31, 2011, the duration of the index was 7.46 years.

PRINCIPAL INVESTMENT RISKS

TIAA-CREF Tax-Exempt Bond Fund ■ Prospectus 5

· Credit Risk (a type of Issuer Risk)—The risk that the issuer of bonds may not be able or willing to meet interest or principal payments when the bonds become due.

· State and Municipal Investment Risk—Because the Fund invests significantly in tax-exempt bonds and other municipal securities, events affecting states and municipalities may adversely affect the Fund’s investments and its performance. These events may include severe financial difficulties and continued budget deficits, economic or political policy changes, tax base erosion, state constitutional limits on tax increases, and changes in the credit ratings assigned to state and municipal issuers of debt instruments.

· Illiquid Investments Risk—The risk that illiquid investments may be difficult to sell for their fair market value.

· Call Risk—The risk that, during periods of falling interest rates, an issuer may call (or repay) a fixed-income security prior to maturity, resulting in a decline in the Fund’s income.

PAST PERFORMANCE

The following chart and table help illustrate some of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year. The

6 Prospectus ■ TIAA-CREF Tax-Exempt Bond Fund

bar chart shows the annual total returns of the Institutional Class of the Fund, before taxes, in each full calendar year since inception of the class. Because the expenses vary across share classes, the performance of the Institutional Class will vary from the other share classes. Below the bar chart are the best and worst returns for a calendar quarter since inception of the Institutional Class. The performance table following the bar chart shows the Fund’s average annual total returns for the Institutional Class and Retail Class over the one-year, five-year, ten-year and since-inception periods (where applicable) ended December 31, 2010, and how those returns compare to those of the Fund’s benchmark index. After-tax performance is shown only for Institutional Class shares, and after-tax returns for the Retail Class of shares will vary from the after-tax returns presented for Institutional Class shares.

For current performance information of each share class, including performance to the most recent month-end, please visit www.tiaa-cref.org.

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)^†

^† The year-to-date return as of the most recent calendar quarter, which ended on June 30, 2011, was 4.90%.

Best quarter: 6.48%, for the quarter ended September 30, 2009. Worst quarter: -4.78%, for the quarter ended December 31, 2010.

TIAA-CREF Tax-Exempt Bond Fund ■ Prospectus 7

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2010


	Inception Date	One Year			Since Inception
Institutional Class	3/31/06			$
Return Before Taxes		2.30	%		4.22	%
Return After Taxes on Distributions		2.11	%		4.16	%
Return After Taxes on Distributions and Sale of
Fund Shares		3.01	%		4.15	%
Retail Class	3/31/06
Return Before Taxes		2.14	%		4.12	%
Barclays Capital 10-Year Municipal Bond Index
(reflects no deductions for fees, expenses or taxes)		4.05	%		5.13	%^†

Current performance of the Fund’s shares may be higher or lower than that shown above.

^† The performance above is calculated from the Institutional Class inception date.

For the Fund’s most current 30-day yield, please call the Fund at 800 842-2252.

PORTFOLIO MANAGEMENT

Investment Adviser. The Fund’s investment adviser is Teachers Advisors, Inc.

Portfolio Managers. The following persons manage the Fund on a day-to-day basis:




Name:	Barnet Sherman	Stephen Liberatore, CFA
Title:	Director	Managing Director
Experience on Fund:	since 2010	since 2011

PURCHASE AND SALE OF FUND SHARES

Retail Class shares are available for purchase through certain financial intermediaries or by contacting the Fund directly at 800 223-1200 or www.tiaa-cref.org. Institutional Class shares are available for purchase directly from the Fund by certain eligible investors or through financial intermediaries.

· The minimum initial investment is $2 million and the minimum subsequent investment is $1,000 for Institutional Class shares, unless an investor

8 Prospectus ■ TIAA-CREF Tax-Exempt Bond Fund

purchases shares by or through financial intermediaries that have entered into an appropriate agreement with the Fund or its affiliates.

TAX INFORMATION

The Fund intends to make distributions to shareholders that may be tax-exempt income, taxable 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.

PAYMENTS TO BROKER-DEALERS AND OTHER
FINANCIAL INTERMEDIARY COMPENSATION

ADDITIONAL INFORMATION ABOUT INVESTMENT STRATEGIES AND RISKS

ADDITIONAL INFORMATION ABOUT THE FUND

TIAA-CREF Tax-Exempt Bond Fund ■ Prospectus 9

bonds. Shareholders will receive at least 60 days’ prior notice before changes are made to the 80% policy.

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.

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

ADDITIONAL INFORMATION ON PRINCIPAL INVESTMENT RISKS OF THE FUND

10 Prospectus ■ TIAA-CREF Tax-Exempt Bond Fund

turmoil when perceptions of an issuer’s credit risk can quickly change and even large, well-established issuers and/or governments may deteriorate rapidly with little or no warning. Credit risk is also heightened in the case of investments in lower-rated, high-yield fixed-income securities because their issuers are typically in weak financial health and their ability to pay interest and principal is uncertain. Compared to issuers of investment-grade securities, issuers of lower-rated, high-yield fixed-income investments are more likely to encounter financial difficulties and to be materially affected by such difficulties. High-yield securities may also be relatively more illiquid, therefore they may be more difficult to purchase or sell.

· State and Municipal Investment Risk—Because the Fund invests heavily in tax-exempt bonds and other municipal securities and financial instruments, events affecting states and municipalities may adversely affect the Fund’s investments and its performance. These events may include severe financial difficulties and continued budget deficits, economic or political policy changes, tax base erosion, state constitutional limits on tax increases, and changes in the credit ratings assigned to state and municipal issuers of debt instruments. Since 2008, many states and municipalities have experienced—and continue to experience—severe financial difficulties. As a result, the economies and fiscal condition of these states and municipalities have deteriorated significantly as a result of a number of economic and other factors, including continued state and local housing crises, high unemployment levels, a drop in tax revenue and the larger national economic slowdown. The continued deterioration of state and municipal economies has resulted in large state and municipal budget deficits and it is unclear at this time when and how states and municipalities will close their budget gaps or how those solutions might affect state or municipal governments. A negative change in any one of these or other areas could affect the ability of state or municipal issuers to meet their debt obligations and result in losses to the Fund.

TIAA-CREF Tax-Exempt Bond Fund ■ Prospectus 11


(a)	Amounts shown are for the six-month period ended March 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to March 31.
(b)	The Fund commenced operations on March 31, 2006.
(c)	Based on average shares outstanding.
(d)	Amount represents less than $0.01 per share.
(e)	The percentages shown for this period are not annualized.
(f)	The percentages shown for this period are annualized.


	exceed: (i) 0.48% of average daily net assets for Retail Class shares; (ii) 0.38% of average daily net assets for Retirement Class shares; (iii) 0.28% of average daily net assets for Premier Class shares; and (iv) 0.13% of average daily net assets for Institutional Class shares of the Fund. These expense reimbursement arrangements will continue through at least September 30, 2012, unless changed with approval of the Board of Trustees.




Name:	Lijun (Kevin) Chen	James Tsang, CFA
Title:	Director	Director
Experience on Fund:	since 2009	since 2011


James Tsang, CFA Director	Quantitative Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2007 to Present, AIG Investments 2002 to 2007 (quantitative analyst)	2007	1997	2011




Name:	Michael Ferraro, CFA	Joseph Rolston
Title:	Director	Director
Experience on Fund:	since 1999	since 2011


Fund Class Ticker:	Retail Class	Retirement Class	Premier Class	Institutional Class
§ Lifecycle Retirement Income Fund	TLRRX	TLIRX	TPILX	TLRIX
§ Lifecycle 2010 Fund	—	TCLEX	TCTPX	TCTIX
§ Lifecycle 2015 Fund	—	TCLIX	TCFPX	TCNIX
§ Lifecycle 2020 Fund	—	TCLTX	TCWPX	TCWIX
§ Lifecycle 2025 Fund	—	TCLFX	TCQPX	TCYIX
§ Lifecycle 2030 Fund	—	TCLNX	TCHPX	TCRIX
§ Lifecycle 2035 Fund	—	TCLRX	TCYPX	TCIIX
§ Lifecycle 2040 Fund	—	TCLOX	TCZPX	TCOIX
§ Lifecycle 2045 Fund	—	TTFRX	TTFPX	TTFIX
§ Lifecycle 2050 Fund	—	TLFRX	TCLPX	TFTIX

§ Lifecycle 2055 Fund	—	TTRLX	TTRPX	TTRIX


Asset Class	Allocation	Market Sector	Allocation	Underlying Funds	Allocation
EQUITY	40.94%	U.S. Equity	30.64%	· Large-Cap Growth Fund	5.72%
				· Enhanced Large-Cap Growth Index Fund	5.67%
				· Enhanced Large-Cap Value Index Fund	5.55%
				· Large-Cap Value Fund	5.54%
				· Growth & Income Fund	4.77%
				· Small-Cap Equity Fund	2.55%
				· Mid-Cap Value Fund	0.44%
				· Mid-Cap Growth Fund	0.40%
		International Equity	10.30%	· International Equity Fund	3.83%
				· Enhanced International Equity Index Fund	3.81%
				· Emerging Markets Equity Fund	2.66%
FIXED-INCOME	59.06%	Fixed-Income	39.37%	· Bond Fund	38.38%
				· High-Yield Fund	0.50%
				· Bond Plus Fund	0.49%
		Short-Term Fixed-Income	9.86%	· Short-Term Bond Fund	9.86%
		Inflation-Protected Assets	9.83%	· Inflation-Linked Bond Fund	9.83%
Total	100.00%		100.00%		100.00%



Name:	Hans Erickson, CFA	John Cunniff, CFA	Pablo Mitchell
Title:	Managing Director	Managing Director	Director
Experience on Fund:	since 2007	since 2007	since 2007


Fund		Investment Objective and Strategies/Benchmark

Enhanced Large-Cap Growth Index Fund		Seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of large domestic companies. Under normal circumstances, the Fund follows an enhanced index management strategy. Advisors actively uses quantitative analysis to attempt to enhance the Fund’s performance relative to its benchmark index, the Russell 1000^® Growth Index, while retaining a similar risk profile, instead of passively holding a representative basket of securities designed to match this index. The Russell 1000^® Growth Index represents securities within the Russell 1000^® Index that have higher relative forecasted growth rates and price-to-book ratios.
Enhanced Large-Cap Value Index Fund		Seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of large domestic companies. Under normal circumstances, the Fund follows an enhanced index management strategy. Advisors actively uses quantitative analysis to attempt to enhance the Fund’s performance relative to its benchmark index, the Russell 1000^® Value Index, while retaining a similar risk profile, instead of passively holding a representative basket of securities designed to match this index. The Russell 1000^® Value Index represents securities within the Russell 1000^® Index that have lower relative growth rates and price-to-book values.
Growth & Income Fund		Seeks a favorable long-term total return through both capital appreciation and investment income, primarily from income-producing equity securities. Under normal circumstances, the Fund invests primarily in (1) income-producing equity securities or (2) large-cap securities. The Fund’s benchmark index is the Standard & Poor’s 500^® Index.
Large-Cap Growth Fund		Seeks a favorable long-term return, mainly through capital appreciation, primarily from equity securities. Under normal circumstances, the Fund invests primarily in large-cap equity securities that Advisors believes present the opportunity for growth. The Fund’s benchmark index is the Russell 1000^® Growth Index.
Large-Cap Value Fund		Seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of large domestic companies. Under normal circumstances, the Fund invests primarily in equity securities of large domestic companies that Advisors believes appear undervalued by the market based on an evaluation of their potential worth. The Fund’s benchmark index is the Russell 1000^® Value Index.
Mid-Cap Growth Fund		Seeks a favorable long-term total return mainly through capital appreciation, primarily from equity securities of medium-sized domestic companies. Under normal circumstances, the Fund invests primarily in equity securities of medium-sized domestic companies as defined by its benchmark index, the Russell Midcap^® Growth Index, a growth-oriented subset of the Russell Midcap^® Index, which represents the 800 U.S. equity securities following the top 200 U.S. equity securities based on market capitalization.
Mid-Cap Value Fund		Seeks a favorable long-term total return mainly through capital appreciation, primarily from equity securities of medium-sized domestic companies. Under normal circumstances, the Fund invests primarily in equity securities of medium-sized domestic companies as defined by its benchmark index, the Russell Midcap^® Value Index, a value-oriented subset of the Russell Midcap^® Index.


Fund		Investment Objective and Strategies/Benchmark

Small-Cap Equity Fund		Seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of smaller domestic companies. Under normal circumstances, the Fund invests primarily in equity securities of smaller domestic companies across a wide range of sectors, growth rates and valuations, that appear to have favorable prospects for significant long-term capital appreciation. The Fund’s benchmark index is the Russell 2000^® Index, which represents the largest 2,000 U.S. equities in market capitalization following the top 1,000 U.S. equities in market capitalization.
Emerging Markets Equity Fund		Seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of emerging market issuers. Under normal circumstances, the Fund invests primarily in equity securities of emerging market issuers or in instruments with economic characteristics similar to emerging market equity securities. The Fund’s benchmark index is the MSCI Emerging Markets Index.
Enhanced International Equity Index Fund		Seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of foreign issuers. Under normal circumstances, the Fund follows an enhanced index management strategy. Advisors actively uses quantitative analysis to attempt to enhance the Fund’s performance relative to its benchmark index, the MSCI EAFE^® Index, while retaining a similar risk profile, instead of passively holding a representative basket of securities designed to match this index.
International Equity Fund		Seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of foreign issuers. Under normal circumstances, the Fund invests primarily in equity securities of foreign issuers, with sector and country exposure regularly managed against the Fund’s benchmark index, MSCI EAFE^® Index.
Bond Fund		Seeks as favorable a long-term total return through income as is consistent with preserving capital, primarily from investment-grade fixed-income securities. The Fund’s benchmark index is the Barclays Capital U.S. Aggregate Bond Index, which covers the U.S. investment-grade fixed-rate bond market, including government and credit securities, agency mortgage pass-through securities, asset-backed securities and commercial mortgage securities.

Bond Plus Fund		Seeks a favorable long-term return, primarily through high current income consistent with preserving capital. The Fund’s benchmark index is the Barclays Capital U.S. Aggregate Bond Index. The Fund’s portfolio is divided into two segments. The first segment, which makes up at least 70% of the Fund’s assets, is invested primarily in a broad-range of investment-grade bonds and fixed-income securities, including, but not limited to, corporate bonds, U.S. Treasury and agency securities and mortgage-backed and asset-backed securities. The second segment, which will not exceed 30% of the Fund’s assets, is invested in fixed-income securities and bonds with special features (such as non-investment-grade securities, emerging market fixed-income securities and convertible and preferred securities) in an effort to improve the Fund’s total return.


		Retirement Class
##	40451	05/31/11		(a)	09/30/10			09/30/09			09/30/08		(c)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	9.41		$	8.84		$	8.65		$	10.00
Gain (loss) from investment operations:
Net investment
income (loss) (f)			0.18			0.18			0.21			0.31
Net realized and
unrealized gain (loss)
on total investments			0.64			0.58			0.19			(1.34	)
Total gain (loss) from
investment operations			0.82			0.76			0.40			(1.03	)
Less distributions from:
Net investment income			(0.17	)		(0.19	)		(0.21	)		(0.32	)
Net realized gains			—			—			—			—
Total distributions			(0.17	)		(0.19	)		(0.21	)		(0.32	)
Net asset value,
end of period		$	10.06		$	9.41		$	8.84		$	8.65

TOTAL RETURN			8.78	%(g)		8.65	%		4.86	%		(10.49	)%(g)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$57,288			$39,682			$19,384			$4,800
Ratio of expenses to
average net assets
before expense waiver
and reimbursement (h)			0.53	%(i)		0.70	%		1.01	%		1.79	%(i)
Ratio of expenses to
average net assets
after expense waiver
and reimbursement (h)			0.25	%(i)		0.25	%		0.25	%		0.25	%(i)
Ratio of net investment
income to average
net assets			2.80	%(i)		2.04	%		2.59	%		4.00	%(i)
Portfolio turnover rate			7	%(g)		33	%		38	%		26	%(g)


(a)	Amounts shown are for the eight-month period ended May 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to May 31.
(b)	The Institutional Class commenced operations on November 30, 2007.
(c)	The Retirement Class commenced operations on November 30, 2007.
(d)	The Retail Class commenced operations on November 30, 2007.
(e)	The Premier Class commenced operations on September 30, 2009.
(f)	Based on average shares outstanding.
(g)	The percentages shown for this period are not annualized.
(h)	The Fund’s expenses do not include the expenses of the Underlying Funds. The annualized weighted average expense ratios of the Underlying Funds for the periods ended May 31, 2011 and September 30, 2010 were 0.38% and 0.38%, respectively.
(i)	The percentages shown for this period are annualized.
(j)	Amount represents less than $0.01 per share.


(a)	The Fund commenced operations on April 29, 2011.
(b)	Based on average shares outstanding.
(c)	Amount represents less than $0.01 per share.
(d)	The percentages shown for this period are not annualized.
(e)	The Fund’s expenses do not include the expenses of the Underlying Funds. The annualized weighted average expense ratio of the Underlying Funds for the period ended May 31, 2011 was 0.48%.
(f)	The percentages shown for this period are annualized.


Fund		Investment Objective and Strategies/Benchmark

Equity Index Fund		Seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of large-mid- and small-cap equity securities selected to track the overall U.S. equity markets based on the Russell 3000^® Index, which is also its benchmark index. The Fund has a policy of investing at least 80% of its assets (net assets, plus the amount of any borrowings for investment purposes) in securities within the Russell 3000^® Index.
Emerging Markets Equity Index Fund		Seeks a favorable long-term total return, mainly by investing in 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. Under normal circumstances, the Fund invests at least 80% of its assets (net assets, plus the amount of any borrowings for investment purposes) in equity securities within the MSCI Emerging Markets Index or in instruments with economic characteristics similar to all or a portion of the index.
International Equity Index Fund		Seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of foreign equity investments based on the MSCI EAFE^® Index, which is also its benchmark index. Under normal circumstances, the Fund invests at least 80% of its assets (net assets, plus the amount of any borrowings for investment purposes) in securities within the MSCI EAFE^® Index.
Bond Index Fund		Seeks a favorable long-term total return, mainly from current income, by primarily investing in a portfolio of fixed-income securities (including government, corporate, and international dollar-denominated bonds, as well as mortgage-backed, commercial mortgage-backed and asset-backed securities) that is designed to produce a return that corresponds with the total return of the U.S. investment-grade bond market based on the Barclays Capital U.S. Aggregate Bond Index. The Fund has a policy of investing in at least 80% of its assets (net assets, plus the amount of any borrowings for investment purposes) in securities within the Barclays Capital U.S. Aggregate Bond Index.
Inflation-Linked Bond Fund		Seeks a long-term rate of return that outpaces inflation, primarily through investment in inflation-linked bonds. Under normal circumstances, the Fund invests primarily in fixed-income securities whose returns are designed to track a specified inflation index, the Consumer Price Index for All Urban Consumers, over the life of the security. Typically, the Fund invests in U.S. Treasury Inflation-Indexed Securities. The Fund’s benchmark index is the Barclays Capital U.S. Treasury Inflation Protected Securities Index (Series-L), which measures the return of fixed-income securities with fixed-rate coupon payments that adjust for inflation as measured by the Consumer Price Index for All Urban Consumers.


(a)	Amounts shown are for the eight-month period ended May 31, 2011 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to May 31.
(b)	The Fund commenced operations on September 30, 2009.
(c)	Based on average shares outstanding.
(d)	Amount represents less than $0.01 per share.
(e)	The percentages shown for this period are not annualized.
(f)	The Fund's expenses do not include the expenses of the Underlying Funds. The annualized weighted average expense ratios of the Underlying Funds for the periods ended May 31, 2011 and September 30, 2010 were 0.12% and 0.13%, respectively.
(g)	The percentages shown for this period are annualized.



B-2	Investment Objectives, Policies, and Restrictions
B-23	Disclosure of Portfolio Holdings
B-24	Management of the Trust
B-32	Proxy Voting Policies
B-33	Principal Holders of Securities
B-37	Investment Advisory and Other Services
B-41	Underwriter
B-41	Information about the Funds’ Portfolio Management


B-47	About the Trust and the Shares
B-50	Pricing of Shares
B-51	Tax Status
B-57	Brokerage Allocation
B-62	Legal Matters
B-62	Experts
B-62	Financial Statements
B-63	Appendix A: TIAA-CREF Policy Statement on Corporate Governance



Except as noted, 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 (other than the Global Natural Resources Fund) will not purchase commodities or commodities contracts, except to the extent futures are purchased as described herein. The Global Natural Resources Fund will invest in commodities and commodities-related instruments as permitted under applicable securities, commodities and tax regulations.


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.


Restriction #8 is a fundamental policy of each Fund other than the Global Natural Resources 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.


Restrictions #9 and #10 are fundamental policies of the Tax-Exempt Bond Fund only:


9.	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.
10.	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.


11.	The Fund (other than the Real Estate Securities and Global Natural Resources Funds) 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 sector. The Global Natural Resources Fund has a policy of investing more than 25% of its total assets in securities of issuers in the natural resources industry.


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 and Real Estate Securities Funds. The Equity Funds and the Real Estate Securities Fund 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 and the Real Estate Securities Fund may invest directly in debt securities similar to those the Bond Fund may invest in. The Equity Funds and the Real Estate Securities Fund may also hold debt securities that they acquire because of mergers, recapitalizations or otherwise.
The Equity Funds and the Real Estate Securities Fund 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.


•	The ten largest holdings of any Fund and all holdings of any fund of funds 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 Managing Director and 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 Managing Director and Associate Counsel or above; and
	•	subject to a written confidentiality agreement between the recipient and Advisors 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.



Name, Address and Date of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years and Other Relevant Experience and Qualifications	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustees

Forrest Berkley c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 4/25/54	Trustee	Indefinite term. Trustee since 2006.	Retired Partner (since 2006), Former Partner (1990–2005) and Head of Global Product Management (2003–2005), GMO (formerly, Grantham, Mayo, Van Otterloo & Co.) (investment management), and member of asset allocation portfolio management team, GMO (2003–2005). Mr. Berkley has particular experience in investment management, global operations and finance, as well as experience with non-profit organizations and foundations.	71	Director of GMO; Director, The Maine Coast Heritage Trust; Investment Committee Member, Maine Community Foundation, The Butler Conservation Fund, Inc, and the Elmina B. Sewall Foundation. Former Director and member of the Investment Committee of the Boston Athenaeum; Former Director of Appalachian Mountain Club.

Nancy A. Eckl c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 10/6/62	Trustee	Indefinite term. Trustee since 2007.	Former Vice President (1990–2006), American Beacon Advisors, Inc. and of certain funds advised by American Beacon Advisors, Inc. Ms. Eckl has particular experience in investment management, mutual funds, pension plan management, finance, accounting and operations. Ms. Eckl is designated as an audit committee financial expert and is licensed as a certified public accountant in the State of Texas.	71	Independent Director, The Lazard Funds Inc., Lazard Retirement Series, Inc., Lazard Global Total Return and Income Fund, Inc., Lazard World Dividend and Income Fund, Inc., Trustee, Lazard Multi- Strategy 1099 Fund, and Member of the Board of Managers, Lazard Alternative Strategies Fund, LLC.

Michael A. Forrester c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 11/05/67	Trustee	Indefinite term. Trustee since 2007.	Chief Operating Officer, Copper Rock Capital Partners, LLC (since 2007). Former Chief Operating Officer, DDJ Capital Management (2003–2006). Mr. Forrester has particular experience in investment management, institutional marketing and product development, operations management, alternative investments and experience with non-profit organizations.	71	Director, Copper Rock Capital Partners, LLC (investment adviser).

Howell E. Jackson c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 1/4/54	Trustee	Indefinite term. Trustee since 2005.	James S. Reid, Jr. Professor of Law (since 2004), Former Acting Dean (2009), Vice Dean for Budget (2003–2006), and on the faculty (since 1989) of Harvard Law School. Professor Jackson has particular experience in law, including the federal securities laws, consumer protection, finance, pensions and social security, and organizational management and education.	71	Director, D2D Fund.

Nancy L. Jacob c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 1/15/43	Trustee	Indefinite term. Trustee since 1999.	President and Founder (since 2006) of NLJ Advisors, Inc. (investment adviser). Former President and Managing Principal, Windermere Investment Associates (1997–2006). Dr. Jacob has particular experience in education, finance, economics, private wealth management and related services.	71	None



Name of Trustee	Dollar Range of Equity Securities in the Funds	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies

Forrest Berkley	Over $100,000 (Large-Cap Growth)	Over $100,000
	Over $100,000 (International Equity)
	$50,001 - 100,000 (International Equity Index)

Nancy A. Eckl	$10,001 - 50,000 (Small-Cap Blend Index)	Over $100,000
	$50,001 - 100,000 (Growth & Income)
	$1 - 10,000 (Large-Cap Value)
	$1 - 10,000 (Large-Cap Growth)

Michael A. Forrester	$0	Over $100,000

Howell E. Jackson	$50,001 - 100,000 (International Equity Index)	Over $100,000

Nancy L. Jacob	$50,001 - $100,000 (Growth & Income)	Over $100,000
	$10,001 - $50,000 (Mid-Cap Growth)
	$50,001 - $100,000 (Real Estate Securities)

Bridget Macaskill	$10,001 - 50,000 (Growth & Income)	Over $100,000
	$50,001 - 100,000 (International Equity)
	$50,001 - 100,000 (Large-Cap Value)
	$50,001 - 100,000 (Mid-Cap Growth)
	$50,001 - 100,000 (Mid-Cap Value)
	$50,001 - 100,000 (Small-Cap Equity)
	$10,001 - 50,000 (Large-Cap Growth)
	$10,001 - 50,000 (High-Yield Bond)

James M. Poterba	$0	Over $100,000

Maceo K. Sloan	Over $100,000 (S&P 500 Index)	Over $100,000
	$10,001 - 50,000 (Growth & Income)
	$50,001 - 100,000 (International Equity)
	$50,001 - 100,000 (Large-Cap Value)
	$50,001 - 100,000 (Mid-Cap Growth)
	$50,001 - 100,000 (Mid-Cap Value)
	Over $100,000 (Real Estate Securities)
	$50,001 - 100,000 (Small-Cap Equity)
	$50,001 - 100,000 (Large-Cap Growth)

Laura T. Starks	$10,001 - 50,000 (International Equity Index)	Over $100,000
	$1 - 10,000 (Large-Cap Growth Index)
	$1 - 10,000 (Large-Cap Value Index)
	$1 - 10,000 (Small-Cap Blend Index)
	$1 - 10,000 (S&P 500 Index)
	$50,001 - 100,000 (Emerging Markets Equity)
	$1 - 10,000 (Growth & Income)
	$10,001 - 50,000 (Social Choice Equity)
	$10,001 - 50,000 (International Equity Fund)
	$10,001 - 50,000 (Large-Cap Value)
	$10,001 - 50,000 (Mid-Cap Growth)
	$10,001 - 50,000 (Mid-Cap Value)
	$10,001 - 50,000 (Small-Cap Equity)
	$10,001 - 50,000 (Large-Cap Growth)
	$10,001 - 50,000 (High-Yield Bond)



Name of Trustee	Aggregate Compensation From Trust ^†		Pension or Retirement Benefits Accrued As Part of Trust Expenses **		Total Compensation Paid From TIAA-CREF Fund Complex ^†

Forrest Berkley ***	$	16,499.98	$	10,765.76	$	207,500.00
Nancy A. Eckl	$	19,129.58	$	10,765.76	$	228,750.00
Michael A. Forrester	$	16,210.46	$	10,765.76	$	205,000.00
Howell E. Jackson	$	18,550.53	$	10,765.76	$	223,750.00
Nancy L. Jacob	$	20,128.29	$	10,765.76	$	236,500.00
Bridget Macaskill	$	16,036.74	$	10,765.76	$	203,500.00
James M. Poterba ***	$	20,128.29	$	10,765.76	$	236,500.00
Maceo K. Sloan ***	$	24,381.46	$	10,765.76	$	270,750.00
Laura T. Starks	$	18,314.14	$	10,765.76	$	222,000.00
Total:	$	187,404.08	$	107,657.58	$	2,253,750.00


†	Compensation figures include cash and amounts deferred under both the long-term compensation plan and optional deferred compensation plan described below.
**	Amounts deferred under the long-term compensation plan described below. Messrs. Berkley, Sloan and Prof. Poterba elected to defer receipt of a portion of this compensation in accordance with the provisions of such plan.
***	A portion of this compensation was not actually paid based on the prior election of the Trustee to defer receipt of payment in accordance with the provisions of a deferred compensation plan for non-officer Trustees described below. For the fiscal year ended September 30, 2010, Mr. Berkley elected to defer $132,500, Prof. Poterba elected to defer $71,500 and Mr. Sloan elected to defer $195,750 of total compensation from the TIAA-CREF Fund Complex.


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, 2010, the Audit and Compliance Committee held eight meetings. During the fiscal periods ended October 31, 2010, the Audit and Compliance Committee held no meetings. During the fiscal period ended March 31, 2011, the Audit and



	Compliance Committee held six 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 as an 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, 2010, the Investment Committee held six meetings. During the fiscal period ended October 31, 2010, the Investment Committee held no meetings. During the fiscal period ended March 31, 2011, the Investment Committee held two meetings. The current members of the Investment Committee are Mr. Berkley (chair), Ms. Eckl, Dr. Jacob, Ms. Macaskill, Prof. Poterba and Mr. Sloan.
(3)	A Corporate Governance and Social Responsibility Committee, consisting solely of independent trustees, which assists the 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, 2010, the Corporate Governance and Social Responsibility Committee held six meetings. During the fiscal period ended October 31, 2010, the Corporate Governance and Social Responsibility Committee held no meetings. During the fiscal period ended March 31, 2011, the Corporate Governance and Social Responsibility Committee held two 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, 2010, as well as the fiscal periods ended October 31, 2010 and March 31, 2011, the Executive Committee held no meetings. 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, recommends candidates for election as trustees and assists the Board with respect to other governance matters. During the fiscal year ended September 30, 2010, the Nominating and Governance Committee held ten meetings. During the fiscal period ended October 31, 2010, the Nominating and Governance Committee held one meeting. During the fiscal period ended March 31, 2011, the Nominating and Governance Committee held five meetings. The current members of the Nominating and Governance Committee are Dr. Jacob (chair), Mr. Forrester, Ms. Macaskill, 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, 2010,



	the Operations Committee held seven meetings. During the fiscal period ended October 31, 2010, the Operations Committee held no meetings. During the fiscal period ended March 31, 2011, the Operations Committee held four meetings. The current members of the Operations Committee are Prof. Jackson (chair), Mr. Forrester, Dr. Jacob, Ms. Macaskill and Dr. Starks.


PROXY VOTING POLICIES

The Trust has adopted policies and procedures to govern the Funds’ voting of proxies of portfolio companies. The Trust seeks to use proxy voting as a tool to promote positive returns for long-term shareholders. The Trust believes that 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.
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 gover-