Untitled Document

485BPOS 1 c68304_485bpos.htm Untitled Document

As filed with the Securities and Exchange Commission on February 28, 2012
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. 54	x
	and/or
	REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	x
	Amendment No. 57	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 March 1, 2012 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

MARCH 1, 2012

TIAA-CREF GROWTH & INCOME FUND

of the TIAA-CREF Funds

Class Ticker: Retail TIIRX Retirement TRGIX Premier TRPGX Institutional TIGRX

This Prospectus describes the Retail, Retirement, Premier and Institutional Class shares offered by the TIAA-CREF Growth & Income 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 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 10

Additional Information About the Fund 10

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 14

Portfolio Turnover 14

Share Classes 14

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 25

Redeeming Shares – Retail Class 29

Exchanging Shares – Retail Class 31

Retirement Class 33

Eligibility – Retirement Class 33

Purchasing Shares – Retirement Class 33

Redeeming Shares – Retirement Class 37

Exchanging Shares – Retirement Class 39

Premier Class 41

Eligibility – Premier Class 41

Purchasing Shares – Premier Class 43

Redeeming Shares – Premier Class 46

Exchanging Shares – Premier Class 48

Institutional Class 50

Eligibility – Institutional Class 50

Purchasing Shares – Institutional Class 52

Redeeming Shares – Institutional Class 55

Exchanging Shares – Institutional Class 57

Conversion of Shares 58

Important Transaction Information 59

Market Timing/Excessive Trading Policy–Applicable to All Investors 63

Electronic Prospectuses 64

Additional Information About Index Providers 65

Glossary 65

Financial Highlights 66

SUMMARY INFORMATION

TIAA-CREF GROWTH & INCOME FUND

of the TIAA-CREF Funds

INVESTMENT OBJECTIVE

The Fund seeks a favorable long-term total return, through both capital appreciation and investment income, primarily from income-producing equity 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 Growth & Income 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		0.44%	0.44%	0.44%	0.44%
Distribution (Rule 12b-1) Fees¹		0.25%	—	0.15%	—
Other Expenses		0.14%	0.28%	0.03%	0.03%
Total Annual Fund Operating Expenses		0.83%	0.72%	0.62%	0.47%
Waivers and Expense Reimbursements²		—	—	—	—
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		0.83%	0.72%	0.62%	0.47%

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 with respect to the 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 interest, taxes, brokerage and other transactional expenses, Acquired Fund Fees and Expenses and extraordinary expenses) that exceed: (i) 0.91% of average daily net assets for Retail Class shares; (ii) 0.77% of average daily net assets for Retirement Class shares; (iii) 0.67% of average daily net assets for Premier Class shares; and (iv) 0.52% of average daily net assets for Institutional Class shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2013, 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 February 28, 2013 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	$	85	$	74	$	63	$	48
3 Years	$	265	$	230	$	199	$	151
5 Years	$	460	$	401	$	346	$	263
10 Years	$	1,025	$	894	$	774	$	591

PORTFOLIO TURNOVER

4 Prospectus ■ TIAA-CREF Growth & Income 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 October 31, 2011, the Fund’s portfolio turnover rate was 116% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund invests at least 80% of its assets in income-producing equity securities. The Fund invests primarily in (1) income-producing equity securities or (2) large-cap securities. The Fund’s investment adviser, Teachers Advisors, Inc. (“Advisors”), seeks to construct a portfolio whose weighted average market capitalization is similar to the Fund’s benchmark index, the Standard and Poor’s 500 Index (the “S&P 500^® Index”). The Fund focuses on equity securities of larger, well-established, mature growth companies that Advisors believes to be attractively valued, show the potential to appreciate faster than the rest of the market and return cash to shareholders in the form of dividends or stock buy-backs. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes.

Mainly, Advisors looks for companies that are leaders in their respective industries, with sustainable competitive advantages. Advisors also looks for companies with management teams that are dedicated to creating shareholder value. The Fund may invest up to 20% of its assets in foreign investments when Advisors believes these companies offer more attractive investment opportunities. By investing in a combination of equity securities that provide opportunity for capital appreciation and dividend income, the Fund seeks to produce total returns that are in line with or above that of its benchmark index.

PRINCIPAL INVESTMENT RISKS

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

· Market Risk—The risk that market prices of portfolio 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 sector of the economy, or it may affect the market as a whole.

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

· Large-Cap Risk—The risk that large-capitalization companies are more mature and may grow more slowly than the economy as a whole and tend to go in and out of favor based on market and economic conditions.

TIAA-CREF Growth & Income Fund ■ Prospectus 5

· Style Risk—The risk that use of a particular investing style (such as growth or value investing) may fall out of favor in the marketplace for various periods of time and result in underperformance relative to the broader market sector or significant declines in the value of the Fund's portfolio investments.

· Risks of Growth Investing—Due to their relatively high valuations, growth stocks are typically more volatile than value stocks and may experience a larger decline on a forecast of lower earnings, or a negative event or market development, than would a value stock.

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

· Foreign Investment Risk—Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, currency, market or economic developments and can result in greater price volatility and perform differently from 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.

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 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 of the Fund 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, 2011, 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.

6 Prospectus ■ TIAA-CREF Growth & Income Fund

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 (%)

Best quarter: 16.17%, for the quarter ended September 30, 2009. Worst quarter: -19.97%, for the quarter ended December 31, 2008.

TIAA-CREF Growth & Income Fund ■ Prospectus 7

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2011


		Inception Date	One Year			Five Years			Ten Years
Institutional Class		7/1/99			$			$			$
	Return Before Taxes		2.98	%		2.74	%		4.16	%
	Return After Taxes on Distributions		2.67	%		2.40	%		3.53	%
	Return After Taxes on Distributions and Sale of
	Fund Shares		2.35	%		2.31	%		3.44	%
Retail Class		3/31/06
	Return Before Taxes		2.73	%		2.54	%		4.09	%*
Retirement Class		10/1/02
	Return Before Taxes		2.79	%		2.48	%		3.88	%*
Premier Class		9/30/09
	Return Before Taxes		2.93	%		2.69	%*		4.14	%*
S&P 500^® Index
(reflects no deductions for fees, expenses or taxes)			2.11	%		–0.25	%		2.92	%
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 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 Retail, Retirement and Premier Classes. If those expenses had been reflected, the performance would have been lower.
After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect during the periods shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(a), 401(k) or 403(b) plans or Individual Retirement Accounts (IRAs). 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 persons manage the Fund on a day-to-day basis:



Name:	Susan Kempler	Thomas M. Franks, CFA
Title:	Managing Director	Managing Director
Experience on Fund:	since 2005	since 2010

PURCHASE AND SALE OF FUND SHARES

8 Prospectus ■ TIAA-CREF Growth & Income Fund

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.

Redeeming or Exchanging Shares. You can redeem (sell) or exchange your shares of the Fund on any business day. Exchanges may be made for shares of the same share class of other funds offered by the TIAA-CREF Funds. If your shares are held through a third party, please contact that entity for applicable redemption or exchange requirements. If your shares are held directly with the Fund, contact the Fund directly in writing or by telephone.

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.

TIAA-CREF Growth & Income Fund ■ Prospectus 9

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 income-producing equity securities. Shareholders will receive at least 60 days’ prior notice before changes are made to the 80% policy.

The Fund may, for temporary defensive purposes, invest all of its assets in cash and money market instruments. In doing so, the Fund may be successful in reducing market losses but may otherwise not achieve its investment objective.

The use of a particular index as the Fund’s benchmark index is not a fundamental policy and can be changed without shareholder approval. The Fund will notify you before such a change is made.

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

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

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 primarily in equity securities. In general, the value of equity securities fluctuates in response to the fortune of individual companies and in response to general market and economic conditions. The value of the Fund may increase or decrease as a result of its investments in equity securities. More specifically, an investment in the Fund, or any of the Fund’s portfolio investments, typically is subject to the following investment risks:

10 Prospectus ■ TIAA-CREF Growth & Income Fund

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.

· 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 issuers may deteriorate rapidly with little or no warning.

· Large-Cap Risk—The risk that, by focusing on securities of larger companies, the Fund may have fewer opportunities to identify securities that the market misprices and that these companies may grow more slowly than the economy as a whole or not at all. Also, larger companies may fall out of favor with the investing public as a result of market, political and economic conditions, including for reasons unrelated to their businesses or economic fundamentals.

· Style Risk—A fund that uses either a growth investing or a value investing style entails the risk that equity securities representing either style may be out of favor in the marketplace for various periods of time, and result in underperformance relative to the broader market sector or significant declines in the Fund's portfolio value.

· Risks of Growth Investing—Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. For example, the price of a growth stock may experience a larger decline on a forecast of lower earnings, or a negative event or market development, than would a value stock. Because the value of growth companies is often a function of their expected earnings growth, there is a risk that such earnings growth may not occur or cannot be sustained.

· Active Management Risk—The risk that the performance of the Fund, which is actively managed, reflects in part the ability of the portfolio management team 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.

TIAA-CREF Growth & Income Fund ■ Prospectus 11

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, 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.

In addition to the principal investment risks set forth above, there are other risks associated with investing in the Fund and in equity investments that are discussed in the Fund’s Prospectus and in the Fund’s SAI.

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.

S&P 500^® Index

This is the benchmark index for the Fund. The S&P 500^® Index is a market capitalization-weighted index of the 500 leading companies in leading industries of the U.S. economy. It is widely recognized as a guide to the overall health of the U.S. stock market. The index covers industrial, utility, technology, financial, and other companies of the U.S. markets. The index focuses on the large-cap segment of the market, with 75% coverage (by market capitalization) of U.S. equities. As of December 31, 2011, the market capitalization of companies in the S&P 500^® Index ranged from $1.22 billion to $406.27 billion, with a mean market capitalization of $22.77 billion and a median market capitalization of $10.75

12 Prospectus ■ TIAA-CREF Growth & Income Fund

billion. Standard & Poor’s determines the composition of the index based on a combination of factors including market capitalization, liquidity and industry group representation, and can change its composition at any time.

ADDITIONAL INFORMATION ON PRINCIPAL AND NON-PRINCIPAL INVESTMENT STRATEGIES

The Fund may also make certain other investments. For example, the Fund may invest in short-term debt securities of the same type as those held by money market funds and other kinds of short-term instruments for cash management and other purposes. These securities help the Fund maintain liquidity, use cash balances effectively, and take advantage of attractive investment opportunities. 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. An ETF may trade at a premium or discount to its net asset value.

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.

TIAA-CREF Growth & Income Fund ■ Prospectus 13

help Advisors control risk exposures by suggesting security selections that may fill unintended gaps in portfolio construction. Quantitative investment techniques may also be utilized to help the Fund remain fully invested in stocks at all times.

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

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

14 Prospectus ■ TIAA-CREF Growth & Income Fund

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 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 December 31, 2011, Advisors and TCIM together had approximately $220 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 (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:

TIAA-CREF Growth & Income Fund ■ Prospectus 15

INVESTMENT MANAGEMENT FEES


		Assets Under Management	Fee Rate
		(Billions)	(average daily net assets)
Growth & Income Fund*		$0.0—$1.0	0.45%
		Over $1.0—$2.5	0.43%
		Over $2.5—$4.0	0.41%
		Over $4.0	0.39%
*	For the fiscal year ended October 31, 2011, the effective annual fee rate was 0.44% 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 shareholder report for the period ended April 30, 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
GROWTH & INCOME FUND
Susan Kempler Managing Director	Stock Selection- Lead Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2005 to Present (portfolio management of domestic large-cap core portfolios), Citigroup Asset Management—1997 to 2005 (portfolio management of large and mid-cap core portfolios)	2005	1987	2005
Thomas M. Franks, CFA Managing Director	Portfolio-Risk Management	Advisors, TCIM and other advisory affiliates of TIAA—2001 to 2007 (Head of Global Equity Research); 2007 to 2009 (portfolio management of global equity portfolios); and 2009 to present (Head of Global Equity Portfolio Management)	2001	1997	2010

16 Prospectus ■ TIAA-CREF Growth & Income Fund

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

OTHER SERVICES

Under the terms of an Administrative Services Agreement with the Trust, responsibility for payment of expenses relating to oversight and performance of certain services, including transfer agency, dividend disbursing, accounting, administrative, compliance and shareholder services, is allocated directly either to the Fund or to Advisors.

For Advisors’ provision of such administrative, compliance and other services to the Fund under the Administrative Services Agreement, the Fund pays to Advisors at the end of each calendar month the allocated costs of such services as determined under the TIAA-CREF cost allocation methodology then in effect.

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/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 advisers, including fund supermarkets, to provide access to their fund distribution platforms, as well as to provide transaction processing or administrative services.

TIAA-CREF Growth & Income Fund ■ Prospectus 17

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 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, and TPIS may pay another entity for providing such 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.

Under the plan, the Fund pays TPIS at the annual rate of 0.15% of average daily net assets attributable to Premier Class shares for distribution and promotion-related activities, as well as shareholder and account maintenance services, and TPIS may pay another entity for providing such 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.

18 Prospectus ■ TIAA-CREF Growth & Income Fund

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 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. For example, the Fund might use a domestic security’s fair value when the exchange on which the security is principally traded closes early or when trading in the security is halted and does not resume before the Fund’s NAV is calculated. The use of fair value pricing can involve reliance on quantitative models or individual judgment, and may result in changes to the prices of portfolio securities that are used to calculate the Fund’s NAV. Although the Fund fair values portfolio securities on a security-by-security basis, funds that hold foreign portfolio securities may see their portfolio securities fair valued more frequently than other funds that do not hold foreign securities.

TIAA-CREF Growth & Income Fund ■ Prospectus 19

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.

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 investments 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.

Money market instruments with maturities of more than 60 days are valued using market quotations, or 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

20 Prospectus ■ TIAA-CREF Growth & Income Fund

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 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

TIAA-CREF Growth & Income Fund ■ Prospectus 21

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’s SAI.

Taxes on transactions. Unless a transaction involves Fund shares held in a tax-deferred account, redemptions (sales), including exchanges to other funds, may also give rise to capital gains or losses. The amount of any capital gain or loss will be the difference, if any, between the adjusted cost basis of your shares and the price you receive when you sell or exchange them. In general, a capital gain or loss will be treated as a long-term capital gain or loss if you have held your shares for more than one year.

The Fund is required to report to the IRS and furnish to Fund shareholders the cost basis information for sale transactions of shares purchased on or after January 1, 2012. Shareholders may elect to have one of several cost basis methods applied to their account when calculating the cost basis of shares sold, including average cost, first in/first out (FIFO), or some other specific identification method. Unless you instruct otherwise, the Fund will use average cost as its default cost basis method, and will treat sales as first coming from shares purchased prior to January 1, 2012. If average cost is used for a shareholder’s first sale of the Fund shares covered by these new rules, the shareholder may only use an alternative cost basis method for shares purchased prospectively. Fund shareholders should consult with their tax advisors to determine the best cost basis method for their tax situation.

Whenever you sell shares of the Fund purchased prior to January 1, 2012 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.

22 Prospectus ■ TIAA-CREF Growth & Income Fund

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.) 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.

TIAA-CREF Growth & Income Fund ■ Prospectus 23

the Fund to recognize taxable income in excess of the cash generated by such investments (which may require the Fund to liquidate other investments in order to make required distributions).

This information is only a brief summary of certain federal income tax information about your investment in the Fund. The investment may have state, local or foreign tax consequences, and you should consult your tax advisor about the effect of your investment in the Fund in your particular situation. Additional tax information can be found in the Fund’s SAI.

YOUR ACCOUNT: PURCHASING, REDEEMING
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 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.

24 Prospectus ■ TIAA-CREF Growth & Income 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.

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 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’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:

TIAA-CREF Growth & Income Fund ■ Prospectus 25

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:

By Mail: Send a check to either of the addresses listed above with an investment coupon from a previous confirmation statement. If you do not have an investment coupon, use a separate piece of paper to give us your name, address, Fund account number, the Fund you want to invest in and the amount to be invested in the Fund.

By Automatic Investment Plan (AIP): You can make subsequent investments automatically by electing to utilize the Automatic Investment Plan on your initial application or later upon request. By electing this option you authorize the Fund to take regular, automatic withdrawals from your bank account.

To begin this service, send the Fund a voided checking or savings account investment slip. It will take the Fund up to 10 days from the time it is received to set up your Automatic Investment Plan. You can make automatic investments semi-monthly or monthly (on the 1st and 15th of each month or on the next business day if those days are not business days). Investments must be made for at least $100 per Fund account.

26 Prospectus ■ TIAA-CREF Growth & Income Fund

You can change the date or amount of your investment, or terminate the Automatic Investment Plan, at any time by letter or by telephone. The change will take effect approximately 5 business days after the Fund receives your request.

By Telephone: Call 800 223-1200. You can make electronic withdrawals from your designated bank account to buy additional Retail Class shares of the Fund over the telephone. There is a $100,000 limit on these purchases. Telephone requests cannot be modified or canceled.

All shareholders automatically have the right to buy shares by telephone provided bank account information and a voided check were provided at the time the account was established. If you do not want the telephone purchase option, you can indicate this on the application or call the Fund at 800 223-1200 any time after opening your account. You may add this privilege after the account has been established by completing an Account Services Form, which you can request by calling 800 223-1200, or you may download it from the Fund’s website.

Over the Internet: With TIAA-CREF’s Web Center, you can make electronic withdrawals from your designated bank account to buy additional shares over the Internet. There is a $100,000 limit on these purchases. TIAA-CREF’s Web Center can be accessed through TIAA-CREF’s homepage at www.tiaa-cref.org.

Before you can use TIAA-CREF’s Web Center, you must enter your Social Security number, date of birth and active account number. You will then be given an opportunity to create a user name and password. TIAA-CREF’s Web Center will lead you through the transaction process, and the Fund will use reasonable procedures to confirm that the instructions given are genuine. All transactions over TIAA-CREF’s Web Center are recorded electronically. Once made, your transactions cannot be modified or canceled.

By Wire: To buy additional shares by wire, follow the instructions above for opening an account by wire (please note that there is no need to forward another account application once the account has been established and you are making a subsequent investment).

Note that if you hold Fund shares through a financial intermediary, you must contact the intermediary to purchase additional shares.

Points to Remember for All Purchases

· Your investment must be for a specified dollar amount. The Fund cannot accept purchase requests specifying a certain price, date, or number of shares. These types of requests will be deemed to be not in “good order” (see below) and the money you sent will be returned to you.

· The Fund reserves the right to reject any application, investment or purchase request. There may be circumstances when the Fund will not accept new investments without prior notice to shareholders.

TIAA-CREF Growth & Income Fund ■ Prospectus 27

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

· If you hold your shares through a financial intermediary, it may charge you additional fees. Contact your financial intermediary to find out if it imposes any other conditions, such as a higher minimum investment requirement, on your transactions.

· If your purchase check does not clear or payment on it is stopped, or if the Fund does not receive good funds through wire transfer or electronic funds transfer, the Fund will treat this as a redemption of the shares purchased when your check or electronic funds were received. You will be responsible for any resulting loss incurred by the Fund or Advisors and you may be subject to tax consequences on such a redemption. If you are already a shareholder, the Fund can redeem shares from any of your account(s) as reimbursement for all losses. The Fund also reserves the right to restrict you from making future purchases in the Fund or any other series of the Trust. There is a $25 fee for all returned items, including checks and electronic funds transfers. Please note that there is a 10-calendar-day hold on all purchases by check, or through electronic funds transfer.

· Federal law requires the Fund to obtain, verify and record information that identifies each person who opens an account. Until the Fund receives such information, it may not be able to open an account or effect transactions for you. Furthermore, if the Fund is unable to verify your identity, or that of another person authorized to act on your behalf, or if it is believed potential criminal activity has been identified, the Fund reserves the right to take such action as deemed appropriate, which may include closing your account.

· The Fund is not responsible for any losses due to unauthorized or fraudulent instructions so long as the Fund follows reasonable security procedures to verify your identity. It is your responsibility to review and verify the accuracy of your confirmation statements immediately after you receive them.

In-Kind Purchases of Shares

Advisors, at its sole discretion, may permit a shareholder to purchase Retail Class shares with investment securities (instead of cash), if: (1) Advisors believes the securities are appropriate investments for the 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

28 Prospectus ■ TIAA-CREF Growth & Income 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.

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 documentation. Once mailed to the Fund, your redemption request is irrevocable and cannot be modified or canceled.

Over the Internet: With TIAA-CREF’s Web Center, you can redeem shares over the Internet. There is a $100,000 limit on these redemptions. TIAA-CREF’s Web Center can be accessed through TIAA-CREF’s homepage at www.tiaa-cref.org.

TIAA-CREF Growth & Income Fund ■ Prospectus 29

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 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 with telephone redemption options automatically receive the Internet redemption option. If you do not want to be able to redeem by telephone or Internet, indicate this on your application or call the Fund any time after opening your account. Telephone or Internet 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 or by Internet 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.

· 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.

30 Prospectus ■ TIAA-CREF Growth & Income Fund

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

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

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 on any business day, 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.

TIAA-CREF Growth & Income Fund ■ Prospectus 31

You Can Make Exchanges In Any Of The Following Ways:

By Mail: Send a letter of instruction to either of the addresses in the “How to Open an Account and Make Subsequent Investments” section. The letter must include your name, address, and the funds and accounts you want to exchange between.

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

Over the Internet: You can exchange shares using TIAA-CREF’s Web Center, which can be accessed through TIAA-CREF’s homepage at www.tiaa-cref.org. Once made, your transaction cannot be modified or canceled.

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

32 Prospectus ■ TIAA-CREF Growth & Income Fund

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.

• 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.

TIAA-CREF Growth & Income Fund ■ Prospectus 33

currently effective salary or payroll reduction agreement with your employer to the Fund (see “Allocating Retirement Contributions to the Fund” below). You may also direct the purchase of Retirement Class shares of the Fund by reinvesting retirement plan proceeds that were previously invested in another investment vehicle available under your employer’s plan.

The Fund imposes no minimum investment requirement for Retirement Class shares. The Fund also does not currently restrict the frequency of investments made in the Fund by participant accounts, although the Fund reserves the right to impose such restrictions in the future. Your employer’s plan may limit the amount that you may invest in your participant account. In addition, the Code limits total annual contributions to most types of plans. All purchases must be in U.S. dollars and all checks must be drawn on U.S. banks. The Fund will only accept accounts with a U.S. address of record. The Fund will not accept a P.O. Box as an account’s address of record. Each investment in your participant account must be for a specified dollar amount. All other requests, including those specifying a certain price, date, or number of shares, will not be deemed to be in “good order” (see below) and will not be accepted by the Fund.

The Fund has the right to reject your custody application and to refuse to sell additional Retirement Class shares of the Fund to any investor for any reason. The Fund treats all orders to purchase Retirement Class shares as being received when they are received in “good order” by the Fund’s transfer agent (or other authorized Fund agent) (see below). The Fund may suspend or terminate the offering of Retirement Class shares of the Fund to your employer’s plan.

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

If you are just starting out and are initiating contributions to your employer’s plan, you may allocate single or ongoing contribution amounts to Retirement Class shares of the Fund by completing an account application or enrollment form (paper or online) and selecting the Fund and the amounts you wish to contribute to the Fund. You may be able to change your allocation for future contributions by:

· 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

34 Prospectus ■ TIAA-CREF Growth & Income 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 investment requirements for their customers’ investments in Retirement Class shares. Please contact your intermediary or plan sponsor for more information.

The Fund considers all purchase requests to be received when they are received in “good order” by the Fund’s transfer agent (or other authorized Fund agent) (see below). The Fund will not accept third-party checks. (The Fund considers any check not made payable directly to TIAA-CREF Funds as a third-party check.) The Fund cannot accept checks made out to you or other parties and signed over to the Fund. The Fund will not accept payment in the following forms: travelers’ checks, money orders, credit card convenience checks, cashier’s checks, cash or starter checks. The Fund will not accept corporate checks for investment into non-corporate accounts.

To open an account or purchase shares by wire:

Eligible Investors should instruct their bank to wire money to:

State Street Bank

225 Franklin Street

Boston, MA 02110

ABA Number 011000028

DDA Number 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

TIAA-CREF Growth & Income Fund ■ Prospectus 35

· The Fund and amount to be invested.

To buy additional shares by wire, Eligible Investors should follow the instructions above for opening an account or purchasing shares by wire. Once a Fund account has been opened, shareholders do not have to send the Fund an application again.

Points to Remember for All Purchases by Eligible Investors:

· Each investment by an Eligible Investor in Retirement Class shares of the Fund must be for a specified dollar amount. The Fund cannot accept purchase requests specifying a certain price, date, or number of shares; such requests will be deemed to be not in “good order” (see below) and the Fund will return these investments.

· If you invest in the Retirement Class of the Fund through an Eligible Investor, the Eligible Investor may charge you a fee in connection with your investment (in addition to the fees and expenses deducted by the Fund). Contact the Eligible Investor to learn whether there are any other conditions, such as a minimum investment requirement, on your transactions.

· If any payment or transfer to 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’s Market Timing/Excessive Trading Policy (see below).

36 Prospectus ■ TIAA-CREF Growth & Income Fund

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:

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’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

TIAA-CREF Growth & Income Fund ■ Prospectus 37

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.

If you are married, and all or part of your investment is attributable to purchases made under either (i) an employer plan subject to ERISA or (ii) an employer plan that provides for spousal rights to benefits, then to the extent required by the Internal Revenue Code or ERISA or the terms of your employer plan, your rights to make certain redemptions are restricted by the rights of your spouse to such benefits.

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.

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

The Fund will only accept redemption requests that specify a dollar amount or number of shares to be redeemed. All other requests, including those specifying a certain price or date, will not be deemed to be in “good order” (see below) and will be returned.

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

Usually, the Fund sends redemption proceeds 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.

38 Prospectus ■ TIAA-CREF Growth & Income Fund

If you request a redemption, the Fund 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.

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 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

TIAA-CREF Growth & Income Fund ■ Prospectus 39

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.

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 on any business day, 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 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.

40 Prospectus ■ TIAA-CREF Growth & Income 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 that have entered into a contract or arrangement that enables them to purchase shares of the Fund, or

· 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 Funds, 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:

TIAA-CREF Growth & Income Fund ■ Prospectus 41

· 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;

· 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.

42 Prospectus ■ TIAA-CREF Growth & Income Fund

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 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.

TIAA-CREF Growth & Income Fund ■ Prospectus 43

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:

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.

44 Prospectus ■ TIAA-CREF Growth & Income Fund

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 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.

· 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.

TIAA-CREF Growth & Income Fund ■ Prospectus 45

identity, or that of another person authorized to act on your behalf, or if it is believed potential criminal activity has been identified, the Fund reserves the right to take such action as deemed appropriate, which may include closing your account.

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

In-Kind Purchases of Shares by Eligible Investors

Advisors, at its sole discretion, may permit Eligible Investors or their clients to purchase Premier Class shares with investment securities (instead of cash) if: (1) Advisors believes the securities are appropriate investments for the Fund; (2) the securities offered to the Fund are not subject to any restrictions upon their sale by the Fund under the Securities Act of 1933, or otherwise; and (3) the securities are permissible holdings under the Fund’s investment policies and restrictions. If the Fund accepts the securities, the Eligible Investor’s account will be credited with Premier Class shares equal in net asset value to the market value of the securities received. Eligible Investors interested in making in-kind purchases should contact the Fund, and interested clients should contact their Eligible Investor (i.e., their intermediary or plan sponsor).

Redeeming Shares – Premier Class

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

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

46 Prospectus ■ TIAA-CREF Growth & Income Fund

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 redemption, 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 redemption 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.

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

TIAA-CREF Growth & Income Fund ■ Prospectus 47

If you request a redemption, 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 redemption 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.

In-Kind Redemptions of Shares

Certain large redemptions of Fund shares may be detrimental to other Fund 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 Fund 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 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:

48 Prospectus ■ TIAA-CREF Growth & Income Fund

· 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.

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 on any business day, 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.

Exchanges between accounts can be made only if the accounts are registered in the same name(s), address and Social Security number or taxpayer

TIAA-CREF Growth & Income Fund ■ Prospectus 49

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.

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,

• 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 and Direct Purchaser

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.

50 Prospectus ■ TIAA-CREF Growth & Income Fund

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) (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,

TIAA-CREF Growth & Income Fund ■ Prospectus 51

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 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

52 Prospectus ■ TIAA-CREF Growth & Income Fund

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.

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:

TIAA-CREF Growth & Income Fund ■ Prospectus 53

· 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 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.

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

54 Prospectus ■ TIAA-CREF Growth & Income Fund

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

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 on any business day.

TIAA-CREF Growth & Income Fund ■ Prospectus 55

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.

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 medallion 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 medallion 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 medallion signature guarantee. Please contact the Fund for further information.

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.

56 Prospectus ■ TIAA-CREF Growth & Income Fund

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 on any business day, 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

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

TIAA-CREF Growth & Income Fund ■ Prospectus 57

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’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

58 Prospectus ■ TIAA-CREF Growth & Income Fund

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, 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

TIAA-CREF Growth & Income Fund ■ Prospectus 59

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 attempting to redeem 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, 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.

60 Prospectus ■ TIAA-CREF Growth & Income Fund

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.

· Institutional Class. To change the address on an account, please contact your Relationship Manager (for Direct Purchasers) or send the Fund a written notification.

Medallion Signature Guarantee. For some transaction requests (for example, when you are redeeming shares within 30 days (for Retail shares) or 14 days (for Retirement, Premier and Institutional shares) 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

TIAA-CREF Growth & Income Fund ■ Prospectus 61

when a Medallion Signature Guarantee may be required, please contact the Fund or your Relationship Manager (for Direct Purchasers).

Transferring Shares. For certain share classes, 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 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 investment companies or pooled investment vehicles managed by 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 beneficiary(ies) survives all shareholders. You maintain total control over your account during your lifetime.

TIAA-CREF Web Center and Telephone Transactions. The Fund is not liable for losses from unauthorized TIAA-CREF Web Center and telephone transactions so long as reasonable procedures designed to verify the identity of the person effecting the transaction are followed. The Fund requires the use of personal identification numbers, codes and other procedures designed to reasonably confirm that instructions given through TIAA-CREF’s Web Center or by telephone are genuine. The Fund also tape records telephone instructions and 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

62 Prospectus ■ TIAA-CREF Growth & Income Fund

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.

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

TIAA-CREF Growth & Income Fund ■ Prospectus 63

that similar transaction activity could be handled differently because of the surrounding circumstances.

The Fund’s portfolio securities are fair valued, as necessary (most frequently with respect to international holdings), to help ensure that a portfolio security’s true value is reflected in the Fund’s NAV, thereby minimizing any potential stale price arbitrage.

The Fund seeks to apply its specifically defined market timing policies and procedures uniformly to all shareholders, and not to make exceptions with respect to these policies and procedures (beyond the exemptions noted above). The Fund makes reasonable efforts to apply these policies and procedures to shareholders who own shares through omnibus accounts. However, an intermediary’s omnibus accounts, by their nature, do not initially identify their individual investors to the Fund, thereby making it more difficult for the Fund to identify market timing. 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.

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.

64 Prospectus ■ TIAA-CREF Growth & Income Fund

ADDITIONAL INFORMATION ABOUT INDEX PROVIDERS

The S&P 500^® Index is a trademark of The McGraw-Hill Companies, Inc. and has been licensed for use by the Fund. The Fund is not sponsored, endorsed, sold or promoted by Standard & Poor’s and Standard & Poor’s makes no representation regarding the advisability of investing in the Fund.

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 unrated securities that Advisors determines are of comparable quality.

TIAA-CREF Growth & Income Fund ■ Prospectus 65

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

FINANCIAL HIGHLIGHTS

The Financial Highlights table is intended to help you understand the 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’s independent registered public accounting firm and has audited the financial statements of the Fund for each of the periods presented. Their report appears in the Trust’s Annual Report, which is available without charge upon request.

66 Prospectus ■ TIAA-CREF Growth & Income Fund

FINANCIAL HIGHLIGHTS (continued)

GROWTH & INCOME FUND ■ FOR THE PERIOD OR YEAR ENDED


		Institutional Class
##	40451	10/31/11			10/31/10		(a)	09/30/10			09/30/09			09/30/08			09/30/07
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	8.53		$	8.22		$	7.83		$	8.16		$	10.33		$	8.66
Gain (loss) from investment operations:
Net investment
income (loss) (b)			0.10			0.00	(c)		0.10			0.11			0.15			0.17
Net realized and
unrealized gain (loss)
on total investments			0.68			0.31			0.39			(0.32	)		(1.91	)		2.06
Total gain (loss) from
investment operations			0.78			0.31			0.49			(0.21	)		(1.76	)		2.23
Less distributions from:
Net investment income			(0.10	)		—			(0.10	)		(0.12	)		(0.17	)		(0.17	)
Net realized gains			—			—			—			—			(0.24	)		(0.39	)
Total distributions			(0.10	)		—			(0.10	)		(0.12	)		(0.41	)		(0.56	)
Net asset value,
end of period		$	9.21		$	8.53		$	8.22		$	7.83		$	8.16		$	10.33

TOTAL RETURN			9.20	%		3.77	%(d)		6.27	%		(2.34	)%		(17.64	)%		26.84	%
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$1,105,465			$684,913			$600,386			$391,884			$218,710			$105,476
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.47	%		0.53	%(e)		0.48	%		0.53	%		0.50	%		0.55	%
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.47	%		0.52	%(e)		0.48	%		0.51	%		0.33	%		0.13	%
Ratio of net investment
income to average
net assets			1.09	%		0.42	%(e)		1.23	%		1.62	%		1.59	%		1.81	%
Portfolio turnover rate			116	%		13	%(d)		126	%		133	%		132	%		84	%

TIAA-CREF Growth & Income Fund ■ Prospectus 67

FINANCIAL HIGHLIGHTS (continued)

GROWTH & INCOME FUND ■ FOR THE PERIOD OR YEAR ENDED


		Retirement Class
##	40451	10/31/11			10/31/10		(a)	09/30/10			09/30/09			09/30/08			09/30/07
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	8.62		$	8.31		$	7.91		$	8.25		$	10.44		$	8.76
Gain (loss) from investment operations:
Net investment
income (loss) (b)			0.08			0.00	(c)		0.08			0.09			0.13			0.15
Net realized and
unrealized gain (loss)
on total investments			0.69			0.31			0.40			(0.33	)		(1.93	)		2.08
Total gain (loss) from
investment operations			0.77			0.31			0.48			(0.24	)		(1.80	)		2.23
Less distributions from:
Net investment income			(0.08	)		—			(0.08	)		(0.10	)		(0.15	)		(0.16	)
Net realized gains			—			—			—			—			(0.24	)		(0.39	)
Total distributions			(0.08	)		—			(0.08	)		(0.10	)		(0.39	)		(0.55	)
Net asset value,
end of period		$	9.31		$	8.62		$	8.31		$	7.91		$	8.25		$	10.44

TOTAL RETURN			8.92	%		3.73	%(d)		6.07	%		(2.66	)%		(17.82	)%		26.44	%
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$393,410			$513,285			$545,887			$488,991			$259,942			$204,746
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.72	%		0.78	%(e)		0.73	%		0.78	%		0.75	%		0.81	%
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.72	%		0.77	%(e)		0.73	%		0.75	%		0.54	%		0.38	%
Ratio of net investment
income to average
net assets			0.86	%		0.18	%(e)		0.98	%		1.36	%		1.36	%		1.52	%
Portfolio turnover rate			116	%		13	%(d)		126	%		133	%		132	%		84	%

68 Prospectus ■ TIAA-CREF Growth & Income Fund

FINANCIAL HIGHLIGHTS (continued)

GROWTH & INCOME FUND ■ FOR THE PERIOD OR YEAR ENDED


		Retail Class
##	40451	10/31/11			10/31/10		(a)	09/30/10			09/30/09			09/30/08			09/30/07
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	10.32		$	9.95		$	9.45		$	9.83		$	12.36		$	10.27
Gain (loss) from investment operations:
Net investment
income (loss) (b)			0.10			0.00	(c)		0.10			0.12			0.16			0.18
Net realized and
unrealized gain (loss)
on total investments			0.82			0.37			0.48			(0.40	)		(2.30	)		2.47
Total gain (loss) from
investment operations			0.92			0.37			0.58			(0.28	)		(2.14	)		2.65
Less distributions from:
Net investment income			(0.08	)		—			(0.08	)		(0.10	)		(0.15	)		(0.17	)
Net realized gains			—			—			—			—			(0.24	)		(0.39	)
Total distributions			(0.08	)		—			(0.08	)		(0.10	)		(0.39	)		(0.56	)
Net asset value,
end of period		$	11.16		$	10.32		$	9.95		$	9.45		$	9.83		$	12.36

TOTAL RETURN			8.90	%		3.72	%(d)		6.17	%		(2.63	)%		(17.78	)%		26.67	%
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$569,318			$501,950			$487,427			$475,828			$506,760			$635,012
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.72	%		0.75	%(e)		0.66	%		0.94	%		0.87	%		1.00	%
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.72	%		0.74	%(e)		0.66	%		0.70	%		0.46	%		0.24	%
Ratio of net investment
income to average
net assets			0.85	%		0.20	%(e)		1.04	%		1.48	%		1.43	%		1.58	%
Portfolio turnover rate			116	%		13	%(d)		126	%		133	%		132	%		84	%

TIAA-CREF Growth & Income Fund ■ Prospectus 69

FINANCIAL HIGHLIGHTS (concluded)

GROWTH & INCOME FUND ■ FOR THE PERIOD OR YEAR ENDED


		Premier Class
##	40451	10/31/11			10/31/10		(a)	09/30/10			09/30/09		(f)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	8.53		$	8.23		$	7.83		$	7.83
Gain (loss) from investment operations:
Net investment
income (loss) (b)			0.09			0.00	(c)		0.09			0.00	(c)
Net realized and
unrealized gain (loss)
on total investments			0.68			0.30			0.40			—
Total gain (loss) from
investment operations			0.77			0.30			0.49			0.00	(c)
Less distributions from:
Net investment income			(0.09	)		—			(0.09	)		—
Net realized gains			—			—			—			—
Total distributions			(0.09	)		—			(0.09	)		—
Net asset value,
end of period		$	9.21		$	8.53		$	8.23		$	7.83

TOTAL RETURN			9.03	%		3.65	%(d)		6.25	%		0.00	%(d)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$126,358			$112,196			$72,282			$250
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.62	%		0.68	%(e)		0.64	%		221.06	%(e)
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.62	%		0.67	%(e)		0.64	%		0.67	%(e)
Ratio of net investment
income to average
net assets			0.95	%		0.22	%(e)		1.07	%		0.00	%(e)
Portfolio turnover rate			116	%		13	%(d)		126	%		133	%


(a)	Amounts shown are for the one-month period ended October 31, 2010 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to October 31.
(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 percentages shown for this period are annualized.
(f)	The Premier Class commenced operations on September 30, 2009.

70 Prospectus ■ TIAA-CREF Growth & Income Fund

[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 report dated October 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

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	A11941 (3/12)

PROSPECTUS

MARCH 1, 2012

TIAA-CREF INTERNATIONAL EQUITY FUND

of the TIAA-CREF Funds

Class Ticker: Retail TIERX Retirement TRERX Premier TREPX Institutional TIIEX

This Prospectus describes the Retail, Retirement, Premier and Institutional Class shares offered by the TIAA-CREF International Equity 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 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 10

Additional Information About the Fund 10

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 12

Portfolio Holdings 13

Portfolio Turnover 14

Share Classes 14

Management of the Fund 14

The Fund’s Investment Adviser 14

Investment Management Fees 15

Portfolio Management Team 16

Other Services 16

Distribution and Services Arrangements 17

Other Arrangements 18

Calculating Share Price 18

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 31

Retirement Class 32

Eligibility – Retirement Class 32

Purchasing Shares – Retirement Class 33

Redeeming Shares – Retirement Class 37

Exchanging Shares – Retirement Class 39

Premier Class 41

Eligibility – Premier Class 41

Purchasing Shares – Premier Class 43

Redeeming Shares – Premier Class 46

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–Applicable to All Investors 63

Redemption or Exchange Fee 65

Electronic Prospectuses 66

Glossary 66

Financial Highlights 67

SUMMARY INFORMATION

TIAA-CREF INTERNATIONAL EQUITY FUND

of the TIAA-CREF Funds

INVESTMENT OBJECTIVE

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

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 International Equity 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		0.49%	0.49%	0.49%	0.49%
Distribution (Rule 12b-1) Fees¹		0.25%	—	0.15%	—
Other Expenses		0.16%	0.29%	0.04%	0.04%
Total Annual Fund Operating Expenses		0.90%	0.78%	0.68%	0.53%
Waivers and Expense Reimbursements²		—	—	—	—
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		0.90%	0.78%	0.68%	0.53%

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 with respect to the 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 interest, taxes, brokerage and other transactional expenses, Acquired Fund Fees and Expenses and extraordinary expenses) that exceed: (i) 0.99% of average daily net assets for Retail Class shares; (ii) 0.85% of average daily net assets for Retirement Class shares; (iii) 0.75% of average daily net assets for Premier Class shares; and (iv) 0.60% of average daily net assets for Institutional Class shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2013, unless changed with approval of the Board of Trustees.

Example


	Retail Class		Retirement Class		Premier Class		Institutional Class
1 Year	$	92	$	80	$	69	$	54
3 Years	$	287	$	249	$	218	$	170
5 Years	$	498	$	433	$	379	$	296
10 Years	$	1,108	$	966	$	847	$	665

PORTFOLIO TURNOVER

4 Prospectus ■ TIAA-CREF International Equity Fund

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund invests at least 80% of its assets in equity securities of foreign issuers. The Fund has a policy of maintaining investments of equity securities of foreign issuers in at least three countries other than the United States. Advisors selects individual stocks, and lets the Fund’s country and regional asset allocations evolve from their stock selection. However, the Fund’s sector and country exposure is regularly managed against the Fund’s benchmark index, the Morgan Stanley Capital International EAFE^® (Europe, Australasia, Far East) Index (the “MSCI EAFE^® Index”), in order to control risk. The Fund may invest in emerging markets to varying degrees, depending on the prevalence of stock specific opportunities. The Fund typically invests in companies of all sizes, including smaller, lesser-known companies where Advisors believes it has some unique insights into the company. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes.

Advisors typically invests in companies that can demonstrate an ability to generate free cash flow and strong market share. In addition, Advisors looks for companies with performance oriented management that focuses on growth through innovation, sustainable earnings growth and shareholder returns. Advisors will typically invest in these types of companies when Advisors believes that their stock prices do not fully reflect the stock’s potential value, based on current earnings, assets and long-term growth prospects.

PRINCIPAL INVESTMENT RISKS

TIAA-CREF International Equity Fund ■ Prospectus 5

· 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.

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 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 of the Fund 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, 2011, 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 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.

6 Prospectus ■ TIAA-CREF International Equity Fund

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 (%)

Best quarter: 25.32%, for the quarter ended June 30, 2009. Worst quarter: -26.49%, for the quarter ended September 30, 2011.

TIAA-CREF International Equity Fund ■ Prospectus 7

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2011

Inception Date

One Year

Five Years

Ten Years

Institutional Class

7/1/99

Return Before Taxes

–23.54

–6.17

4.32

Return After Taxes on Distributions

–23.61

–6.68

3.34

Return After Taxes on Distributions and Sale of

Fund Shares

–14.88

–4.89

3.78

Retail Class

3/31/06

Return Before Taxes

–23.82

–6.38

4.43

Retirement Class

10/1/02

Return Before Taxes

–23.78

–6.39

3.90

Premier Class

9/30/09

Return Before Taxes

–23.68

–6.24

4.28

MSCI EAFE^® Index

(reflects no deductions for fees, expenses or taxes)

–12.14

–4.72

4.70

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 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 Retail, Retirement and Premier Classes. If those expenses had been reflected, the performance would have been lower.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect during the periods shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(a), 401(k) or 403(b) plans or Individual Retirement Accounts (IRAs). 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 persons manage the Fund on a day-to-day basis:


Name:	Chris Semenuk	Shigemi (Amy) Hatta

Title:	Managing Director	Managing Director
Experience on Fund:	since 1999	since 2007

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.

8 Prospectus ■ TIAA-CREF International Equity Fund

· 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

TIAA-CREF International Equity Fund ■ Prospectus 9

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 equity securities of foreign issuers. 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.

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.

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 International Equity Fund

· 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.

TIAA-CREF International Equity Fund ■ Prospectus 11

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.

ADDITIONAL INFORMATION ABOUT THE FUND’S BENCHMARK INDEX

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

MSCI EAFE^® Index

The MSCI EAFE^® Index tracks the performance of the leading stocks in 22 MSCI developed countries outside of North America in Europe, Australasia and the Far East. The MSCI EAFE^® Index constructs indices country by country, then assembles the country indices into regional indices. To construct an MSCI country index, the MSCI EAFE^® Index analyzes each stock in that country’s market based on its market capitalization, trading volume and significant owners. The stocks are sorted by free float adjusted market capitalization, and the largest stocks (meeting liquidity and trading volume requirements) are selected until approximately 85% of the free float adjusted market representation of each country’s market is reached. When combined as the MSCI EAFE^® Index, the regional index captures approximately 85% of the free float adjusted market capitalization of 22 developed countries around the world.

The MSCI EAFE^® Index is primarily a large-capitalization index, with approximately 83% of its stocks falling in this category. MSCI Barra determines the composition of the index based on a combination of factors including regional/country exposure, price, trading volume and significant owners, and can change its composition at any time.

ADDITIONAL INFORMATION ON PRINCIPAL AND NON-PRINCIPAL INVESTMENT STRATEGIES

12 Prospectus ■ TIAA-CREF International Equity Fund

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

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.

TIAA-CREF International Equity Fund ■ Prospectus 13

PORTFOLIO TURNOVER

SHARE CLASSES

MANAGEMENT OF THE FUND

THE FUND’S INVESTMENT ADVISER

14 Prospectus ■ TIAA-CREF International Equity Fund

the SEC under the Investment Advisers Act of 1940. Advisors also manages the investments of TIAA Separate Account VA-1 and 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 December 31, 2011, Advisors and TCIM together had approximately $220 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:

INVESTMENT MANAGEMENT FEES


		Assets Under Management	Fee Rate
		(Billions)	(average daily net assets)
International Equity 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 year ended October 31, 2011, the effective annual fee rate was 0.49% for the Fund.

TIAA-CREF International Equity Fund ■ Prospectus 15

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 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
INTERNATIONAL EQUITY FUND
Christopher F. Semenuk Managing Director	Stock Selection- Lead Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—1993 to Present (portfolio management of international large-cap core portfolios)	1993	1987	1999


Shigemi (Amy) Hatta Managing Director	Stock Selection	Advisors, TCIM and other advisory affiliates of TIAA— 2002 to Present (portfolio manage- ment of international large-cap core portfolios), 2002 to 2007 (head of Japan equity research team)	2002	1995	2007

OTHER SERVICES

16 Prospectus ■ TIAA-CREF International Equity Fund

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.

TIAA-CREF International Equity Fund ■ Prospectus 17

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

18 Prospectus ■ TIAA-CREF International Equity Fund

to such class, less all liabilities attributable to such class, by the total number of shares of the class outstanding.

TIAA-CREF International Equity Fund ■ Prospectus 19

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 plans to pay dividends on an annual basis. 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.

20 Prospectus ■ TIAA-CREF International Equity Fund

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.

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.

TIAA-CREF International Equity Fund ■ Prospectus 21

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.

22 Prospectus ■ TIAA-CREF International Equity Fund

Other Tax Matters. Certain investments of the Fund, including certain debt instruments, foreign securities and shares of other investment funds could affect the amount, timing and character of distributions you receive and could cause the Fund to recognize taxable income in excess of the cash generated by such investments (which may require the Fund to liquidate other investments in order to make required distributions).

TIAA-CREF International Equity 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

24 Prospectus ■ TIAA-CREF International Equity 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 International Equity 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 International Equity 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 International Equity 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

You can redeem (sell) your Retail Class shares of the Fund on any business day. 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).

28 Prospectus ■ TIAA-CREF International Equity Fund

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.

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 International Equity Fund ■ Prospectus 29

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

30 Prospectus ■ TIAA-CREF International Equity Fund

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.

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 International Equity Fund ■ Prospectus 31

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:

32 Prospectus ■ TIAA-CREF International Equity Fund

• 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:

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.

TIAA-CREF International Equity Fund ■ Prospectus 33

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.

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:

34 Prospectus ■ TIAA-CREF International Equity Fund

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 amount to be invested.

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

TIAA-CREF International Equity Fund ■ Prospectus 35

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.

· 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

36 Prospectus ■ TIAA-CREF International Equity Fund

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 on any business day, subject to the terms of their employer’s plan, and Eligible Investors can redeem (sell) their Retirement Class shares on any business day. 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 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 International Equity Fund ■ Prospectus 37

required by the Internal Revenue Code or ERISA or the terms of your employer plan, your rights to make certain redemptions are restricted by the rights of your spouse to such benefits.

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.

38 Prospectus ■ TIAA-CREF International Equity Fund

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.

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;

TIAA-CREF International Equity Fund ■ Prospectus 39

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.

Exchanging Shares—For Eligible Investors and Their Clients:

Eligible Investors can exchange Retirement Class shares in the Fund for Retirement Class shares of any other fund or Retirement Class shares of any other fund or series of the TIAA-CREF Funds on any business day, 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).

40 Prospectus ■ TIAA-CREF International Equity 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 that 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

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:

TIAA-CREF International Equity Fund ■ Prospectus 41

· 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.

42 Prospectus ■ TIAA-CREF International Equity Fund

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.

TIAA-CREF International Equity Fund ■ Prospectus 43

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:

44 Prospectus ■ TIAA-CREF International Equity Fund

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 amount to be invested.

Points to Remember for All Purchases by Eligible Investors:

TIAA-CREF International Equity Fund ■ Prospectus 45

· 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:

TIAA-CREF participants may redeem (sell) their Premier Class shares on any business day, 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.

46 Prospectus ■ TIAA-CREF International Equity Fund

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 redemption, 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 redemption 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).

TIAA-CREF International Equity Fund ■ Prospectus 47

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 redemption, 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 redemption 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.

In-Kind Redemptions of Shares

Certain large redemptions of Fund shares may be detrimental to other Fund 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 Fund 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.

48 Prospectus ■ TIAA-CREF International Equity Fund

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.

TIAA-CREF International Equity Fund ■ Prospectus 49

Exchanging Shares—For Eligible Investors and Their Clients:

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,

50 Prospectus ■ TIAA-CREF International Equity Fund

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 and Direct Purchaser

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;

TIAA-CREF International Equity Fund ■ Prospectus 51

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;

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

52 Prospectus ■ TIAA-CREF International Equity Fund

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.

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

TIAA-CREF International Equity Fund ■ Prospectus 53

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 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:

54 Prospectus ■ TIAA-CREF International Equity 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’s Market Timing/Excessive Trading Policy (see below).

In-Kind Purchases of Shares

TIAA-CREF International Equity Fund ■ Prospectus 55

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 on any business day. 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

56 Prospectus ■ TIAA-CREF International Equity Fund

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.

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

Exchanging Shares—Eligible Investors

TIAA-CREF International Equity Fund ■ Prospectus 57

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

58 Prospectus ■ TIAA-CREF International Equity Fund

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

IMPORTANT TRANSACTION INFORMATION

TIAA-CREF International Equity Fund ■ Prospectus 59

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.

Minimum Account Size.

60 Prospectus ■ TIAA-CREF International Equity Fund

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.

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.

TIAA-CREF International Equity Fund ■ Prospectus 61

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.

62 Prospectus ■ TIAA-CREF International Equity Fund

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.

TIAA-CREF International Equity Fund ■ Prospectus 63

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.

Shareholders seeking to engage in market timing may deploy a variety of strategies to avoid detection, and, despite efforts to discourage market timing,

64 Prospectus ■ TIAA-CREF International Equity Fund

there is no guarantee that the Fund or its agents will be able to identify such shareholders or curtail their trading practices.

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.

TIAA-CREF International Equity Fund ■ Prospectus 65

protect the Fund from the effects of short-term trading. In addition, the Fund reserves the right to modify or eliminate the Redemption Fee or waivers thereof at any time. If there is a material change to the Redemption Fee, the Fund will notify you prior to the effective date of the change.

If shares of the Fund are held and subsequently redeemed through an omnibus account maintained by an intermediary, then the intermediary that places the trade with the Fund will be responsible for determining the amount of the Redemption Fee for each respective redemption of Fund shares and for the collection of the Fee, if any. However, there can be no assurance that all intermediaries will apply the Redemption Fee, or will apply the Fee in an accurate or uniform manner, and at times the manner in which the intermediary tracks and/or calculates the Redemption Fee may differ from the Fund’s method of doing so.

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.

66 Prospectus ■ TIAA-CREF International Equity Fund

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

FINANCIAL HIGHLIGHTS

TIAA-CREF International Equity Fund ■ Prospectus 67

FINANCIAL HIGHLIGHTS (continued)

INTERNATIONAL EQUITY FUND ■ FOR THE PERIOD OR YEAR ENDED


		Institutional Class
##	40451	10/31/11			10/31/10		(a)	09/30/10			09/30/09			09/30/08			09/30/07
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	9.41		$	8.95		$	8.06		$	8.68		$	14.98		$	13.45
Gain (loss) from investment operations:
Net investment
income (loss) (b)			0.16			0.00	(c)		0.11			0.12			0.26			0.20
Net realized and
unrealized gain (loss)
on total investments			(1.35	)		0.46			0.90			(0.48	)		(4.67	)		3.49
Total gain (loss) from
investment operations			(1.19	)		0.46			1.01			(0.36	)		(4.41	)		3.69
Less distributions from:
Net investment income			(0.08	)		—			(0.12	)		(0.24	)		(0.15	)		(0.22	)
Net realized gains			—			—			—			(0.02	)		(1.74	)		(1.94	)
Total distributions			(0.08	)		—			(0.12	)		(0.26	)		(1.89	)		(2.16	)
Net asset value,
end of period		$	8.14		$	9.41		$	8.95		$	8.06		$	8.68		$	14.98

TOTAL RETURN			(12.76	)%		5.14	%(d)		12.62	%		(3.19	)%		(33.50	)%		30.49	%
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$1,092,168			$841,417			$785,755			$684,965			$606,528			$807,072
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.53	%		0.57	%(e)		0.53	%		0.58	%		0.54	%		0.58	%
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.53	%		0.57	%(e)		0.53	%		0.57	%		0.54	%		0.58	%
Ratio of net investment
income to average
net assets			1.69	%		0.39	%(e)		1.36	%		1.81	%		2.20	%		1.47	%
Portfolio turnover rate			107	%		8	%(d)		119	%		118	%		204	%		179	%

68 Prospectus ■ TIAA-CREF International Equity Fund

FINANCIAL HIGHLIGHTS (continued)

INTERNATIONAL EQUITY FUND ■ FOR THE PERIOD OR YEAR ENDED


		Retirement Class
##	40451	10/31/11			10/31/10		(a)	09/30/10			09/30/09			09/30/08			09/30/07
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	9.68		$	9.20		$	8.29		$	8.90		$	15.32		$	13.72
Gain (loss) from investment operations:
Net investment
income (loss) (b)			0.14			0.00	(c)		0.09			0.10			0.25			0.19
Net realized and
unrealized gain (loss)
on total investments			(1.39	)		0.48			0.92			(0.48	)		(4.79	)		3.54
Total gain (loss) from
investment operations			(1.25	)		0.48			1.01			(0.38	)		(4.54	)		3.73
Less distributions from:
Net investment income			(0.06	)		—			(0.10	)		(0.21	)		(0.14	)		(0.19	)
Net realized gains			—			—			—			(0.02	)		(1.74	)		(1.94	)
Total distributions			(0.06	)		—			(0.10	)		(0.23	)		(1.88	)		(2.13	)
Net asset value,
end of period		$	8.37		$	9.68		$	9.20		$	8.29		$	8.90		$	15.32

TOTAL RETURN			(13.03	)%		5.22	%(d)		12.28	%		(3.42	)%		(33.64	)%		30.16	%
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$754,251			$1,105,129			$1,124,555			$1,047,995			$1,159,940			$1,216,121
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.78	%		0.82	%(e)		0.78	%		0.83	%		0.79	%		0.84	%
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.78	%		0.82	%(e)		0.78	%		0.82	%		0.79	%		0.80	%
Ratio of net investment
income to average
net assets			1.43	%		0.12	%(e)		1.07	%		1.53	%		2.08	%		1.36	%
Portfolio turnover rate			107	%		8	%(d)		119	%		118	%		204	%		179	%

TIAA-CREF International Equity Fund ■ Prospectus 69

FINANCIAL HIGHLIGHTS (continued)

INTERNATIONAL EQUITY FUND ■ FOR THE PERIOD OR YEAR ENDED


		Retail Class
##	40451	10/31/11			10/31/10		(a)	09/30/10			09/30/09			09/30/08			09/30/07
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	6.59		$	6.27		$	5.69		$	6.22		$	11.29		$	10.63
Gain (loss) from investment operations:
Net investment
income (loss) (b)			0.09			0.00	(c)		0.06			0.07			0.17			0.22
Net realized and
unrealized gain (loss)
on total investments			(0.93	)		0.32			0.63			(0.35	)		(3.35	)		2.59
Total gain (loss) from
investment operations			(0.84	)		0.32			0.69			(0.28	)		(3.18	)		2.81
Less distributions from:
Net investment income			(0.07	)		—			(0.11	)		(0.23	)		(0.15	)		(0.21	)
Net realized gains			—			—			—			(0.02	)		(1.74	)		(1.94	)
Total distributions			(0.07	)		—			(0.11	)		(0.25	)		(1.89	)		(2.15	)
Net asset value,
end of period		$	5.68		$	6.59		$	6.27		$	5.69		$	6.22		$	11.29

TOTAL RETURN			(12.96	)%		5.10	%(d)		12.28	%		(3.29	)%		(33.62	)%		30.34	%
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$258,283			$314,977			$301,044			$284,678			$316,827			$526,418
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.79	%		0.80	%(e)		0.72	%		1.02	%		0.89	%		0.95	%
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.79	%		0.80	%(e)		0.72	%		0.79	%		0.69	%		0.75	%
Ratio of net investment
income to average
net assets			1.42	%		0.17	%(e)		1.12	%		1.56	%		1.95	%		2.02	%
Portfolio turnover rate			107	%		8	%(d)		119	%		118	%		204	%		179	%

70 Prospectus ■ TIAA-CREF International Equity Fund

FINANCIAL HIGHLIGHTS (concluded)

INTERNATIONAL EQUITY FUND ■ FOR THE PERIOD OR YEAR ENDED


		Premier Class
##	40451	10/31/11			10/31/10		(a)	09/30/10			09/30/09		(f)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	9.40		$	8.93		$	8.06		$	8.06
Gain (loss) from investment operations:
Net investment
income (loss) (b)			0.14			0.00	(c)		0.13			0.00	(c)
Net realized and
unrealized gain (loss)
on total investments			(1.34	)		0.47			0.85			—
Total gain (loss) from
investment operations			(1.20	)		0.47			0.98			0.00	(c)
Less distributions from:
Net investment income			(0.08	)		—			(0.11	)		—
Net realized gains			—			—			—			—
Total distributions			(0.08	)		—			(0.11	)		—
Net asset value,
end of period		$	8.12		$	9.40		$	8.93		$	8.06

TOTAL RETURN			(12.93	)%		5.26	%(d)		12.32	%		0.00	%(d)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$218,288			$178,553			$90,273			$250
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.68	%		0.72	%(e)		0.68	%		221.11	%(e)
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.68	%		0.72	%(e)		0.68	%		0.75	%(e)
Ratio of net investment
income to average
net assets			1.50	%		0.55	%(e)		1.55	%		0.00	%(e)
Portfolio turnover rate			107	%		8	%(d)		119	%		118	%(d)


(a)	Amounts shown are for the one-month period ended October 31, 2010 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to October 31.
(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 percentages shown for this period are annualized.
(f)	The Premier Class commenced operations on September 30, 2009.

TIAA-CREF International Equity Fund ■ Prospectus 71

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	A11939 (3/12)

PROSPECTUS

MARCH 1, 2012

TIAA-CREF EMERGING MARKETS EQUITY FUND

of the TIAA-CREF Funds

Class Ticker: Retail TEMRX Retirement TEMSX Premier TEMPX Institutional TEMLX

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

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 7

Purchase and Sale of Fund Shares 8

Tax Information 8

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 11

Additional Information on Principal and Non-Principal Investment Strategies 12

Portfolio Holdings 13

Portfolio Turnover 13

Share Classes 13

Management of the Fund 14

The Fund’s Investment Adviser 14

Investment Management Fees 15

Portfolio Management 15

Other Services 15

Distribution and Services Arrangements 16

Other Arrangements 17

Calculating Share Price 18

Dividends and Distributions 19

Taxes 20

Your Account: Purchasing, Redeeming or Exchanging Shares 23

Retail Class 23

Eligibility – Retail Class 23

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 48

Institutional Class 49

Eligibility – Institutional Class 49

Purchasing Shares – Institutional Class 52

Redeeming Shares – Institutional Class 55

Exchanging Shares – Institutional Class 56

Conversion of Shares 57

Important Transaction Information 58

Market Timing/Excessive Trading Policy–Applicable to All Investors 62

Redemption or Exchange Fee 64

Electronic Prospectuses 65

Glossary 66

Financial Highlights 67

SUMMARY INFORMATION

TIAA-CREF EMERGING MARKETS EQUITY FUND

of the TIAA-CREF Funds

INVESTMENT OBJECTIVE

The Fund seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of emerging markets equity investments.

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%

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


		Retail Class	Retirement Class	Premier Class	Institutional Class
Management Fees		0.85%	0.85%	0.85%	0.85%
Distribution (Rule 12b-1) Fees		0.25%	—	0.15%	—
Other Expenses		0.37%	0.48%	0.23%	0.23%
Total Annual Fund Operating Expenses		1.47%	1.33%	1.23%	1.08%
Waivers and Expense Reimbursements¹		(0.13)%	(0.13)%	(0.13)%	(0.13)%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		1.34%	1.20%	1.10%	0.95%

1	Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers

TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 3


	Advisors, Inc. (“Advisors”), has contractually agreed to reimburse the Fund for any Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage and other transactional expenses, Acquired Fund Fees and Expenses and extraordinary expenses) that exceed: (i) 1.34% of average daily net assets for Retail Class shares; (ii) 1.20% of average daily net assets for Retirement Class shares; (iii) 1.10% of average daily net assets for Premier Class shares; and (iv) 0.95% of average daily net assets for Institutional Class shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2013, unless changed with approval of the Board of Trustees.

Example


	Retail Class		Retirement Class		Premier Class		Institutional Class
1 Year	$	136	$	122	$	112	$	97
3 Years	$	452	$	409	$	377	$	331
5 Years	$	790	$	716	$	663	$	583
10 Years	$	1,746	$	1,590	$	1,477	$	1,306

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 October 31, 2011 the Fund’s portfolio turnover rate was 70% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund invests at least 80% of its assets in equity securities of emerging market issuers or in instruments with economic characteristics similar to emerging market equity securities. The Fund considers an “emerging market security” to be a security that is principally traded on a securities exchange of an emerging market or that is issued by an issuer that has primary operations in an emerging market. The Fund generally defines an “emerging market” as any of the countries or markets represented in the Fund’s benchmark index, the MSCI Emerging Markets^® Index (“MSCI EM Index”), or any other country or market with similar emerging characteristics.

4 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

Advisors’ stock selection drives its country and regional asset allocations for the Fund. However, Advisors regularly compares the Fund’s sector and country exposure against the MSCI EM Index to assess its comparative investment exposures. Advisors looks for companies of any size with sustainable earnings growth, focused management with successful track records, unique and easy-to-understand franchises (brands), stock prices that do not fully reflect the stock’s potential value, based on current earnings, assets, and long-term growth prospects, and consistent generation of free cash flow. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes.

At times the Fund will not invest in securities of issuers that do not meet certain corporate governance criteria adopted by the Fund. Under this policy, the Fund currently has determined not to invest in certain companies with operations in Sudan.

PRINCIPAL INVESTMENT RISKS

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

TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 5

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.

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 of the Institutional Class of the Fund 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, 2011, 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.

6 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)

Best quarter: 6.78%, for the quarter ended December 31, 2010. Worst quarter: -23.77%, for the quarter ended September 30, 2011.

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2011


		Inception Date	One Year			Since Inception
Institutional Class		8/31/10			$
	Return Before Taxes		–20.57	%		–4.74	%
	Return After Taxes on Distributions		–20.57	%		–4.77	%
	Return After Taxes on Distributions and Sale of
	Fund Shares		–13.17	%		–3.95	%
Retail Class		8/31/10
	Return Before Taxes		–20.84	%		–5.10	%
Retirement Class		8/31/10
	Return Before Taxes		–20.74	%		–4.96	%
Premier Class		8/31/10
	Return Before Taxes		–20.70	%		–4.92	%
MSCI Emerging Markets^® Index
(reflects no deductions for fees, expenses or taxes)			–18.42	%		–2.04	%^†
Current performance of the Fund’s shares may be higher or lower than that shown above.
^†	Performance is calculated from the inception date of the Institutional Class.
After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect during the periods shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(a), 401(k) or 403(b) plans or 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.

TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 7

Portfolio Manager. The following person manages the Fund on a day-to-day basis:



Name:	Alexander Lee Muromcew
Title:	Managing Director
Experience on Fund:	since inception in 2010

PURCHASE AND SALE OF FUND SHARES

· 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

8 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

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

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 equity securities of emerging market issuers or in instruments with economic characteristics similar to emerging market equity 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.

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.

TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 9

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

· Market Risk—The risk that the price of equity investments 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 equity investments 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.

· Active Management Risk—The risk that the performance of the Fund, which is actively managed, reflects in part the ability of the portfolio management team 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.

10 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

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.

ADDITIONAL INFORMATION ABOUT THE FUND’S BENCHMARK INDEX

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

MSCI Emerging Markets Index

The MSCI Emerging Markets ^®(EM) Index tracks the performance of the leading stocks in 21 MSCI emerging countries in the following areas: Europe, Asia, Africa, Latin America and the Middle East. MSCI constructs indices country by country, then assembles the country indices into regional indices. To construct a MSCI country index, MSCI analyzes each stock in that country’s market based on its market capitalization, trading volume and significant owners. The stocks are sorted by free float-adjusted market capitalization, and the largest stocks (meeting liquidity and trading volume requirements) are selected until approximately 85% of the free float-adjusted market representation of each country’s market is reached. When combined as the

TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 11

MSCI EM Index, the regional index captures approximately 85% of the free float-adjusted market capitalization of 21 emerging countries around the world.

The MSCI EM Index may include securities of large- and mid-cap issuers. MSCI determines the composition of the index based on a combination of factors including regional/country exposure, price, trading volume and significant owners, and can change its composition at any time.

ADDITIONAL INFORMATION ON PRINCIPAL AND NON-PRINCIPAL INVESTMENT STRATEGIES

The Fund may invest in instruments including exchange-traded funds (“ETFs”), exchange-traded notes (“ETNs”), equity-linked notes (“ELNs”) and futures contracts or other derivatives to achieve its investment objective. The Fund may also use such instruments for cash management and other purposes, including foreign exposure to certain sectors or securities that are represented by ownership in ETFs, ETNs or ELNs. When the Fund invests in ETFs or other investment companies, the Fund bears a proportionate share of expenses charged by the investment company in which it invests. An ETF may trade at a premium or discount to its net asset value.

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.

12 Prospectus ■ TIAA-CREF Emerging Markets Equity 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 Emerging Markets Equity Fund ■ Prospectus 13

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:

14 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

INVESTMENT MANAGEMENT FEES


		Assets Under Management	Fee Rate
		(Billions)	(average daily net assets)
Emerging Markets Equity Fund*		$0.0—$1.0	0.85%
		Over $1.0—$2.5	0.83%
		Over $2.5—$4.0	0.81%
		Over $4.0	0.79%
*	For the fiscal year ended October 31, 2011, the effective annual fee rate was 0.85% for the Fund.

PORTFOLIO MANAGEMENT

The Fund is managed by a portfolio manager, who is responsible for the day-to-day management of the Fund and who has expertise in the area(s) applicable to the Fund’s investments. Below is information on the Fund’s portfolio manager, along with his relevant experience. The person managing the Fund 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 Fund
EMERGING MARKETS EQUITY FUND
Alexander Lee Muromcew Managing Director	Lead Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2004 to Present (portfolio manage-ment of international portfolios); Loomis, Sayles & Co., LP—1999 to 2004 (portfolio management of international portfolios)	2004	1990	2010

The Fund’s SAI provides additional disclosure about the compensation structure of the Fund’s portfolio manager, the other accounts he manages, total assets in those accounts and potential conflicts of interest, as well as the portfolio manager’s ownership of shares of the Fund.

OTHER SERVICES

TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 15

administrative, compliance and shareholder services, is allocated directly either to the Fund or to Advisors.

DISTRIBUTION AND SERVICES ARRANGEMENTS

ALL CLASSES

RETAIL CLASS

TPIS distributes the Fund’s Retail Class shares. The Fund has adopted a distribution plan under Rule 12b-1 with respect to Retail Class shares under which the Fund pays TPIS an annual fee for TPIS’ or other entities’ services related to the sale and promotion of Retail Class shares.

Under the plan, the Fund pays TPIS at the annual rate of 0.25% of average daily net assets attributable to Retail Class shares for distribution and promotion-related activities, as well as shareholder and account maintenance services, and TPIS may pay another entity for providing such services.

16 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

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

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 Emerging Markets Equity Fund ■ Prospectus 17

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 to such class, less all liabilities attributable to such class, by the total number of shares of the class outstanding.

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

18 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

detriment of longer-term shareholders, it may reduce some of the certainty in pricing obtained by using actual market close prices.

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 an annual basis. The Fund intends to pay net capital gains, if any, annually.

TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 19

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.

20 Prospectus ■ TIAA-CREF Emerging Markets Equity 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 Emerging Markets Equity Fund ■ Prospectus 21

This information is only a brief summary of certain federal income tax information about your investment in the Fund. The investment may have state,

22 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

local or foreign tax consequences, and you should consult your tax advisor about the effect of your investment in the Fund in your particular situation. Additional tax information can be found in the Fund’s SAI.

YOUR ACCOUNT: PURCHASING, REDEEMING
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.

TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 23

Purchasing Shares – Retail Class

How to Open an Account and Make Subsequent Investments

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

24 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

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 Emerging Markets Equity Fund ■ Prospectus 25

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).

· 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

26 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

any other conditions, such as a higher minimum investment requirement, on your transactions.

In-Kind Purchases of Shares

TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 27

Redeeming Shares – Retail Class

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.

You Can Redeem Shares In Any Of The Following Ways:

28 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

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 Emerging Markets Equity Fund ■ Prospectus 29

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

In-Kind Redemptions of Shares

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.

30 Prospectus ■ TIAA-CREF Emerging Markets Equity 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 Emerging Markets Equity Fund ■ Prospectus 31

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 Emerging Markets Equity Fund

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

TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 33

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

34 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

· The Fund and 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).

TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 35

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 Emerging Markets Equity Fund

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:

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

TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 37

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 redemption, the Fund 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 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).

38 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

· 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 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.

Exchanging Shares—For Eligible Investors and Their Clients:

Exchanges involving shares of the Fund held less than 60 days may be subject to the Redemption Fee (see below).

Exchanges between accounts can be made only if the accounts are registered in the same name(s), address and Social Security number or taxpayer

TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 39

identification number. An exchange is considered a sale of securities and therefore may be a taxable event.

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 that 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.

40 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

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;

· 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.

TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 41

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.

42 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

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.

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 Emerging Markets Equity Fund ■ Prospectus 43

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 amount to be invested.

Points to Remember for All Purchases by Eligible Investors:

· 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

44 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

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’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:

TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 45

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.

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.

46 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

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.

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

In-Kind Redemptions of Shares

TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 47

exceeds the lesser of (i) $250,000 or (ii) 1% of Fund assets, then the Fund, at its sole discretion, has the right (without prior notice) to satisfy the difference between the redemption amount and the lesser of the two previously mentioned figures with securities from the Fund’s portfolio instead of cash (minus any applicable Redemption Fee). This is referred to as a “distribution in-kind” redemption and the securities you receive in this manner represent a portion of the Fund’s entire portfolio. The securities you receive will be selected by the Fund in its discretion. The Eligible Investor receiving the securities will be responsible for disposing of the securities and bearing any associated costs.

Exchanging Shares – Premier Class

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

Exchanges involving shares of the Fund held less than 60 days may be subject to the Redemption Fee (see below).

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.

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

48 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

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.

Exchanging Shares—For Eligible Investors and Their Clients:

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

TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 49

• 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 and Direct Purchaser

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;

50 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

· 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:

· 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 Emerging Markets Equity Fund ■ Prospectus 51

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

52 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

forms: travelers’ checks, money orders, credit card convenience checks, cashier’s checks, cash or starter checks. The Fund will not accept corporate checks for investment into non-corporate accounts.

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

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 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

TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 53

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.

· 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).

54 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

In-Kind Purchases of Shares

Redeeming Shares – Institutional Class

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.

TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 55

unions, trust companies, or member firms of a U.S. stock exchange. A notary public cannot provide medallion signature guarantee. Please contact the Fund for further information.

Points to Remember—For All Redemptions

Redemption Proceeds—All Investors

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

56 Prospectus ■ TIAA-CREF Emerging Markets Equity 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

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 Emerging Markets Equity Fund ■ Prospectus 57

Voluntary Conversions

Mandatory Conversions

IMPORTANT TRANSACTION INFORMATION

58 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

account number, the transaction amount (in dollars or shares), signatures of all account owners exactly as registered on the account and any other information or supporting documentation as the Fund, its transfer agent or other authorized Fund agent may require. With respect to purchase requests, “good order” also generally includes receipt of sufficient funds by the Fund’s transfer agent (or other authorized Fund agent) to effect the purchase. The Fund, its transfer agent or any other authorized Fund agent may, in their sole discretion, determine whether any particular transaction request is in good order and reserve the right to change or waive any good order requirement at any time.

Minimum Account Size.

TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 59

account size for the Fund account at any time. Additionally, the Fund may increase, terminate or revise the terms of the minimum account size requirements at any time without advance notice to shareholders.

· Premier and Retirement Class. Except as noted above under “Eligibility - Premier Class,” there is currently no minimum account size for Premier or Retirement Class shares. The Fund reserves the right, without prior notice, to establish a minimum amount required to open, maintain or add to an account.

Changing Your Address.

60 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

· 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.

TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 61

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

62 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

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.

TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 63

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.

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.

64 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

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 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.

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 Emerging Markets Equity Fund ■ Prospectus 65

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 Emerging Markets Equity Fund

FINANCIAL HIGHLIGHTS

TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 67

FINANCIAL HIGHLIGHTS (continued)

EMERGING MARKETS EQUITY FUND ■ FOR THE PERIOD OR YEAR ENDED


	Institutional Class
	10/31/11			10/31/10		(a)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period	$	11.35		$	10.00
Gain (loss) from investment operations:
Net investment
income (loss) (b)		0.14			0.01
Net realized and
unrealized gain (loss)
on total investments		(1.36	)		1.34
Total gain (loss) from
investment operations		(1.22	)		1.35
Less distributions from:
Net investment income		—			—
Net realized gains		(0.02	)		—
Total distributions		(0.02	)		—
Net asset value,
end of period	$	10.11		$	11.35

TOTAL RETURN		(10.78	)%		13.50	%(c)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)	$370,441			$156,464
Ratio of expenses to
average net assets
before expense waiver
and reimbursement		1.08	%		2.00	%(d)
Ratio of expenses to
average net assets
after expense waiver
and reimbursement		0.95	%		0.95	%(d)
Ratio of net investment
income to average
net assets		1.29	%		0.42	%(d)
Portfolio turnover rate		70	%		9	%(c)

68 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

FINANCIAL HIGHLIGHTS (continued)

EMERGING MARKETS EQUITY FUND ■ FOR THE PERIOD OR YEAR ENDED


	Retirement Class
	10/31/11			10/31/10		(a)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period	$	11.34		$	10.00
Gain (loss) from investment operations:
Net investment
income (loss) (b)		0.14			0.00	(e)
Net realized and
unrealized gain (loss)
on total investments		(1.38	)		1.34
Total gain (loss) from
investment operations		(1.24	)		1.34
Less distributions from:
Net investment income		—			—
Net realized gains		(0.02	)		—
Total distributions		(0.02	)		—
Net asset value,
end of period	$	10.08		$	11.34

TOTAL RETURN		(10.96	)%		13.40	%(c)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)	$5,476			$1,134
Ratio of expenses to
average net assets
before expense waiver
and reimbursement		1.33	%		2.98	%(d)
Ratio of expenses to
average net assets
after expense waiver
and reimbursement		1.20	%		1.20	%(d)
Ratio of net investment
income to average
net assets		1.22	%		0.27	%(d)
Portfolio turnover rate		70	%		9	%(c)

TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 69

FINANCIAL HIGHLIGHTS (continued)

EMERGING MARKETS EQUITY FUND ■ FOR THE PERIOD OR YEAR ENDED


	Retail Class
	10/31/11			10/31/10		(a)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period	$	11.34		$	10.00
Gain (loss) from investment operations:
Net investment
income (loss) (b)		0.09			0.00	(e)
Net realized and
unrealized gain (loss)
on total investments		(1.34	)		1.34
Total gain (loss) from
investment operations		(1.25	)		1.34
Less distributions from:
Net investment income		—			—
Net realized gains		(0.02	)		—
Total distributions		(0.02	)		—
Net asset value,
end of period	$	10.07		$	11.34

TOTAL RETURN		(11.05	)%		13.40	%(c)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)	$4,417			$2,189
Ratio of expenses to
average net assets
before expense waiver
and reimbursement		1.47	%		2.80	%(d)
Ratio of expenses to
average net assets
after expense waiver
and reimbursement		1.34	%		1.34	%(d)
Ratio of net investment
income to average
net assets		0.84	%		(0.03	)%(d)
Portfolio turnover rate		70	%		9	%(c)

70 Prospectus ■ TIAA-CREF Emerging Markets Equity Fund

FINANCIAL HIGHLIGHTS (concluded)

EMERGING MARKETS EQUITY FUND ■ FOR THE PERIOD OR YEAR ENDED


	Premier Class
	10/31/11			10/31/10		(a)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period	$	11.34		$	10.00
Gain (loss) from investment operations:
Net investment
income (loss) (b)		0.13			0.01
Net realized and
unrealized gain (loss)
on total investments		(1.36	)		1.33
Total gain (loss) from
investment operations		(1.23	)		1.34
Less distributions from:
Net investment income		—			—
Net realized gains		(0.02	)		—
Total distributions		(0.02	)		—
Net asset value,
end of period	$	10.09		$	11.34

TOTAL RETURN		(10.87	)%		13.40	%(c)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)	$7,788			$1,134
Ratio of expenses to
average net assets
before expense waiver
and reimbursement		1.23	%		2.89	%(d)
Ratio of expenses to
average net assets
after expense waiver
and reimbursement		1.10	%		1.10	%(d)
Ratio of net investment
income to average
net assets		1.21	%		0.37	%(d)
Portfolio turnover rate		70	%		9	%(c)


(a)	The Fund commenced operations on August 31, 2010.
(b)	Based on average shares outstanding.
(c)	The percentages shown for this period are not annualized.
(d)	The percentages shown for this period are annualized.
(e)	Amount represents less than $0.01 per share.

TIAA-CREF Emerging Markets Equity Fund ■ Prospectus 71

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	A12222 (3/12)

PROSPECTUS

MARCH 1, 2012

TIAA-CREF LARGE-CAP GROWTH FUND

of the TIAA-CREF Funds

Class Ticker: Retail TIRTX Retirement TILRX Premier TILPX Institutional TILGX

This Prospectus describes the Retail, Retirement, Premier and Institutional Class shares offered by the TIAA-CREF Large-Cap Growth 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 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 10

Additional Information About the Fund 10

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 14

Portfolio Turnover 14

Share Classes 15

Management of the Fund 15

The Fund’s Investment Adviser 15

Investment Management Fees 16

Portfolio Management 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 25

Redeeming Shares – Retail Class 29

Exchanging Shares – Retail Class 31

Retirement Class 33

Eligibility – Retirement Class 33

Purchasing Shares – Retirement Class 33

Redeeming Shares – Retirement Class 37

Exchanging Shares – Retirement Class 39

Premier Class 41

Eligibility – Premier Class 41

Purchasing Shares – Premier Class 43

Redeeming Shares – Premier Class 46

Exchanging Shares – Premier Class 48

Institutional Class 50

Eligibility – Institutional Class 50

Purchasing Shares – Institutional Class 52

Redeeming Shares – Institutional Class 55

Exchanging Shares – Institutional Class 57

Conversion of Shares 58

Important Transaction Information 59

Market Timing/Excessive Trading Policy–Applicable to All Investors 63

Electronic Prospectuses 64

Additional Information About Index Providers 65

Glossary 65

Financial Highlights 67

SUMMARY INFORMATION

TIAA-CREF LARGE-CAP GROWTH FUND

of the TIAA-CREF Funds

INVESTMENT OBJECTIVE

The Fund seeks a favorable long-term return, mainly through capital appreciation, primarily from equity 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 Large-Cap Growth 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		0.45%	0.45%	0.45%	0.45%
Distribution (Rule 12b-1) Fees¹		0.25%	—	0.15%	—
Other Expenses		0.20%	0.28%	0.03%	0.03%
Total Annual Fund Operating Expenses		0.90%	0.73%	0.63%	0.48%
Waivers and Expense Reimbursements²		—	—	—	—
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		0.90%	0.73%	0.63%	0.48%

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 with respect to the 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 interest, taxes, brokerage and other transactional expenses, Acquired Fund Fees and Expenses and extraordinary expenses) that exceed: (i) 0.91% of average daily net assets for Retail Class shares; (ii) 0.77% of average daily net assets for Retirement Class shares; (iii) 0.67% of average daily net assets for Premier Class shares; and (iv) 0.52% of average daily net assets for Institutional Class shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2013, unless changed with approval of the Board of Trustees.

Example


	Retail Class		Retirement Class		Premier Class		Institutional Class
1 Year	$	92	$	75	$	64	$	49
3 Years	$	287	$	233	$	202	$	154
5 Years	$	498	$	406	$	351	$	269
10 Years	$	1,108	$	906	$	786	$	604

PORTFOLIO TURNOVER

4 Prospectus ■ TIAA-CREF Large-Cap Growth 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 October 31, 2011 the Fund’s portfolio turnover rate was 160% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund invests at least 80% of its assets in large-cap equity securities. The Fund will invest primarily in large-cap equity securities that Advisors believes present the opportunity for growth. For purposes of the Fund’s 80% investment policy, “large-cap” securities are securities of issuers with a capitalization equal to or greater than the top 80% of issuers by capitalization within the Russell 1000^® Index at the time of purchase. Generally, these equity securities will be those of large capitalized companies in new and emerging areas of the economy and companies with distinctive products or promising markets. Advisors looks for companies that it believes have the potential for strong earnings and/or sales growth, or that appear to be mispriced based on current earnings, assets or growth prospects. The Fund may invest in large, well-known, established companies, particularly when Advisors believes that the companies offer new or innovative products, services or processes that may enhance their future earnings. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes.

The Fund also seeks to invest in companies expected to benefit from prospective acquisitions, reorganizations, corporate restructurings or other special situations. The Fund may invest up to 20% of its assets in foreign investments.

The Fund’s benchmark index is the Russell 1000^® Growth Index.

PRINCIPAL INVESTMENT RISKS

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 5

· Risks of Growth Investing—The risks that growth stocks can perform differently from the market as a whole and other types of stocks. Growth stocks can also be more volatile, and experience sharper price fluctuations, than other stocks.

· Special Situation Risk—Stocks of companies involved in reorganizations, mergers and other special situations can involve the risk that such situations may not materialize or may develop in unexpected ways. Consequently, those stocks can involve more risk than ordinary securities.

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 of the Institutional Class of the Fund 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, 2011, 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.

6 Prospectus ■ TIAA-CREF Large-Cap Growth Fund

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 (%)

Best quarter: 13.92%, for the quarter ended September 30, 2009. Worst quarter: -23.27%, for the quarter ended December 31, 2008.

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 7

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2011


		Inception Date	One Year			Five Years			Since Inception
Institutional Class		3/31/06			$			$
	Return Before Taxes		1.64	%		2.17	%		2.25	%
	Return After Taxes on Distributions		1.45	%		1.90	%		2.00	%
	Return After Taxes on Distributions and Sale of
	Fund Shares		1.32	%		1.85	%		1.92	%
Retail Class		3/31/06
	Return Before Taxes		1.32	%		1.97	%		2.04	%
Retirement Class		3/31/06
	Return Before Taxes		1.43	%		1.93	%		2.00	%
Premier Class		9/30/09
	Return Before Taxes		1.49	%		2.11	%*		2.19	%*
Russell 1000^® Growth Index
(reflects no deductions for fees, expenses or taxes)			2.64	%		2.50	%		3.18	%^†
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.
^†	Performance is calculated from the inception date of the Institutional Class.
After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect during the periods shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(a), 401(k) or 403(b) plans or 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 Manager. The following person manages the Fund on a day-to-day basis:



Name:	Susan Hirsch
Title:	Managing Director
Experience on Fund:	since 2006

PURCHASE AND SALE OF FUND SHARES

8 Prospectus ■ TIAA-CREF Large-Cap Growth Fund

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

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 9

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 large-cap equity 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.

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.

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 Large-Cap Growth Fund

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 11

· Special Situation Risk—Stocks of companies involved in reorganizations, mergers and other special situations can involve more risk than ordinary securities. For instance, the prices of securities of these companies can be more volatile than the prices of securities of similar companies, resulting in permanent loss of capital. Transactions may also take longer than originally anticipated, resulting in lower annualized returns than contemplated at the time of investment.

ADDITIONAL INFORMATION ABOUT THE FUND’S BENCHMARK INDEX

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

Russell 1000^® Growth Index

The Russell 1000^® Growth Index is a subset of the Russell 1000^® Index, which represents the top 1,000 U.S. equity securities in market capitalization

12 Prospectus ■ TIAA-CREF Large-Cap Growth Fund

(according to the Russell Investment Group). The Russell 1000^® Growth Index represents those Russell 1000^® Index securities with higher relative forecasted growth rates and price/book ratios. The Russell 1000^® Growth Index has higher weightings in those sectors of the market with typically higher relative valuations and higher growth rates, including sectors such as technology and health care. As of December 31, 2011, the market capitalization of companies in the Russell 1000^® Growth Index ranged from $117 million to $417.54 billion, with a mean market capitalization of $97.49 billion and a median market capitalization of $5.57 billion. The Russell Investment Group determines the composition of the index based on a combination of factors including market capitalization, price/book ratio and long-term growth rate, and can change its composition at any time.

ADDITIONAL INFORMATION ON PRINCIPAL AND NON-PRINCIPAL INVESTMENT STRATEGIES

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.

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 13

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 Large-Cap Growth Fund

SHARE CLASSES

MANAGEMENT OF THE FUND

THE FUND’S INVESTMENT ADVISER

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 15

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)
Large-Cap Growth Fund*		$0.0—$1.0	0.45%
		Over $1.0—$2.5	0.43%
		Over $2.5—$4.0	0.41%
		Over $4.0	0.39%
*	For the fiscal year ended October 31, 2011, the effective annual fee rate was 0.45% for the Fund.

PORTFOLIO MANAGEMENT

The Fund is managed by a portfolio manager, who is responsible for the day-to-day management of the Fund and who has expertise in the area(s) applicable to the Fund’s investments. Below is information on the Fund’s portfolio manager, along with her relevant experience. The person managing the Fund may change from time to time.


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

LARGE-CAP GROWTH FUND


Susan Hirsch Managing Director	Stock Selection- Lead Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2005 to Present (portfolio management of domestic large-cap portfolios), Jennison Associates—2000 to 2005 (portfolio management of mid-cap growth and technology sector portfolios)	2005	1975	2006

16 Prospectus ■ TIAA-CREF Large-Cap Growth Fund

The Fund’s SAI provides additional disclosure about the compensation structure of the Fund’s portfolio manager, the other accounts she manages, total assets in those accounts and potential conflicts of interest, as well as the portfolio manager’s ownership of shares of the Fund.

OTHER SERVICES

DISTRIBUTION AND SERVICES ARRANGEMENTS

ALL CLASSES

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 17

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.

18 Prospectus ■ TIAA-CREF Large-Cap Growth Fund

OTHER ARRANGEMENTS

CALCULATING SHARE PRICE

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 19

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 an annual basis. The Fund intends to pay net capital gains, if any, annually.

20 Prospectus ■ TIAA-CREF Large-Cap Growth Fund

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.

For federal tax purposes, income and short-term capital gain distributions from the Fund are taxed as ordinary income, and long-term capital gain

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 21

22 Prospectus ■ TIAA-CREF Large-Cap Growth Fund

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 23

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).

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.

24 Prospectus ■ TIAA-CREF Large-Cap Growth 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 By Mail: Send your check, made payable to TIAA-CREF Funds—Retail Class, and application to:

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 25

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:

26 Prospectus ■ TIAA-CREF Large-Cap Growth 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

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 27

· 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

28 Prospectus ■ TIAA-CREF Large-Cap Growth Fund

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

Redeeming Shares – Retail Class

You Can Redeem Shares In Any Of The Following Ways:

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 29

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.

30 Prospectus ■ TIAA-CREF Large-Cap Growth Fund

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

In-Kind Redemptions of Shares

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 Large-Cap Growth Fund ■ Prospectus 31

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.

32 Prospectus ■ TIAA-CREF Large-Cap Growth 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 Large-Cap Growth Fund ■ Prospectus 33

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

34 Prospectus ■ TIAA-CREF Large-Cap Growth 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;

· 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

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 35

· The Fund and 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).

36 Prospectus ■ TIAA-CREF Large-Cap Growth Fund

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.

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 37

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.

38 Prospectus ■ TIAA-CREF Large-Cap Growth Fund

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 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:

· 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 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

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 39

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:

40 Prospectus ■ TIAA-CREF Large-Cap Growth 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 that 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:

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 41

· 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.

42 Prospectus ■ TIAA-CREF Large-Cap Growth Fund

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.

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 43

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:

44 Prospectus ■ TIAA-CREF Large-Cap Growth Fund

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 amount to be invested.

Points to Remember for All Purchases by Eligible Investors:

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 45

· 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.

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

46 Prospectus ■ TIAA-CREF Large-Cap Growth Fund

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.

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 47

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:

48 Prospectus ■ TIAA-CREF Large-Cap Growth Fund

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:

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

Exchanges between accounts can be made only if the accounts are registered in the same name(s), address and Social Security number or taxpayer

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 49

identification number. An exchange is considered a sale of securities and therefore may be a taxable event.

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 and Direct Purchaser

50 Prospectus ■ TIAA-CREF Large-Cap Growth Fund

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,

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 51

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

52 Prospectus ■ TIAA-CREF Large-Cap Growth 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:

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 53

· 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 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

54 Prospectus ■ TIAA-CREF Large-Cap Growth Fund

· 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 on any business day.

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 55

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

56 Prospectus ■ TIAA-CREF Large-Cap Growth Fund

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

Exchanging Shares—Eligible Investors

Exchanging Shares—Direct Purchasers

Exchange Requirements—All Investors

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 57

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

CONVERSION OF SHARES – APPLICABLE TO ALL INVESTORS

Voluntary Conversions

58 Prospectus ■ TIAA-CREF Large-Cap Growth Fund

Mandatory Conversions

IMPORTANT TRANSACTION INFORMATION

If you hold Institutional, Premier and Retirement Class shares through an Eligible Investor, the Eligible Investor may require you to communicate to it any

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 59

purchase, redemption or exchange request by a specified deadline earlier than 4:00 p.m. Eastern Time in order to receive that day’s NAV per share as the transaction price.

Minimum Account Size.

60 Prospectus ■ TIAA-CREF Large-Cap Growth Fund

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.

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 61

when a Medallion Signature Guarantee may be required, please contact the Fund or your Relationship Manager (for Direct Purchasers).

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.

62 Prospectus ■ TIAA-CREF Large-Cap Growth Fund

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

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 63

that similar transaction activity could be handled differently because of the surrounding circumstances.

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.

64 Prospectus ■ TIAA-CREF Large-Cap Growth Fund

ADDITIONAL INFORMATION ABOUT INDEX PROVIDERS

The Russell 1000^® Growth Index is a trademark/service mark of the Russell Investment Group. The Russell Investment Group is the owner of the copyrights relating to the Russell Indexes and is the source and owner of the data contained or reflected in the performance values relating to the Russell Indexes. The Fund is not promoted by, nor in any way affiliated with, the Russell Investment Group. The Russell Investment Group is not responsible for and has not reviewed the Fund nor any associated literature or publications and the Russell Investment Group makes no representation or warranty, express or implied, as to their accuracy, or completeness, or otherwise.

GLOSSARY

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

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 65

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

66 Prospectus ■ TIAA-CREF Large-Cap Growth Fund

FINANCIAL HIGHLIGHTS

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 67

FINANCIAL HIGHLIGHTS (continued)

LARGE-CAP GROWTH FUND ■ FOR THE PERIOD OR YEAR ENDED


		Institutional Class
##	40451	10/31/11			10/31/10		(a)	09/30/10			09/30/09			09/30/08			09/30/07
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	9.91		$	9.38		$	8.51		$	8.96		$	12.04		$	9.68
Gain (loss) from investment operations:
Net investment
income (loss) (b)			0.04			0.00	(c)		0.04			0.06			0.08			0.10
Net realized and
unrealized gain (loss)
on total investments			0.72			0.53			0.88			(0.44	)		(2.47	)		2.31
Total gain (loss) from
investment operations			0.76			0.53			0.92			(0.38	)		(2.39	)		2.41
Less distributions from:
Net investment income			(0.03	)		—			(0.05	)		(0.07	)		(0.08	)		(0.05	)
Net realized gains			—			—			—			—			(0.57	)		—
Return of capital						—			—			—			(0.04	)		—
Total distributions			(0.03	)		—			(0.05	)		(0.07	)		(0.69	)		(0.05	)
Net asset value,
end of period		$	10.64		$	9.91		$	9.38		$	8.51		$	8.96		$	12.04

TOTAL RETURN			7.71	%		5.65	%(d)		10.82	%		(3.97	)%		(21.14	)%		24.97	%
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$843,064			$542,509			$497,251			$333,710			$127,255			$169,352
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.48	%		0.58	%(e)		0.50	%		0.53	%		0.54	%		0.65	%
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.48	%		0.52	%(e)		0.50	%		0.50	%		0.31	%		0.13	%
Ratio of net investment
income to average
net assets			0.34	%		(0.22	)%(e)		0.45	%		0.76	%		0.77	%		0.95	%
Portfolio turnover rate			160	%		18	%(d)		214	%		269	%		192	%		189	%

68 Prospectus ■ TIAA-CREF Large-Cap Growth Fund

FINANCIAL HIGHLIGHTS (continued)

LARGE-CAP GROWTH FUND ■ FOR THE PERIOD OR YEAR ENDED


		Retirement Class
##	40451	10/31/11			10/31/10		(a)	09/30/10			09/30/09			09/30/08			09/30/07
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	9.87		$	9.35		$	8.48		$	8.90		$	12.00		$	9.67
Gain (loss) from investment operations:
Net investment
income (loss) (b)			0.01			0.00	(c)		0.02			0.04			0.05			0.18
Net realized and
unrealized gain (loss)
on total investments			0.73			0.52			0.88			(0.42	)		(2.47	)		2.19
Total gain (loss) from
investment operations			0.74			0.52			0.90			(0.38	)		(2.42	)		2.37
Less distributions from:
Net investment income			(0.01	)		—			(0.03	)		(0.04	)		(0.07	)		(0.04	)
Net realized gains			—			—			—			—			(0.57	)		—
Return of capital						—			—			—			(0.04	)		—
Total distributions			(0.01	)		—			(0.03	)		(0.04	)		(0.68	)		(0.04	)
Net asset value,
end of period		$	10.60		$	9.87		$	9.35		$	8.48		$	8.90		$	12.00

TOTAL RETURN			7.49	%		5.56	%(d)		10.65	%		(4.17	)%		(21.45	)%		24.67	%
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$69,209			$40,808			$38,261			$39,754			$31,406			$28,308
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.73	%		0.83	%(e)		0.75	%		0.77	%		0.78	%		0.94	%
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.73	%		0.77	%(e)		0.75	%		0.72	%		0.57	%		0.38	%
Ratio of net investment
income to average
net assets			0.10	%		(0.47	)%(e)		0.20	%		0.55	%		0.50	%		1.67	%
Portfolio turnover rate			160	%		18	%(d)		214	%		269	%		192	%		189	%

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 69

FINANCIAL HIGHLIGHTS (continued)

LARGE-CAP GROWTH FUND ■ FOR THE PERIOD OR YEAR ENDED


		Retail Class
##	40451	10/31/11			10/31/10		(a)	09/30/10			09/30/09			09/30/08			09/30/07
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	9.89		$	9.37		$	8.49		$	8.93		$	12.02		$	9.67
Gain (loss) from investment operations:
Net investment
income (loss) (b)			0.01			0.00	(c)		0.02			0.04			0.06			0.09
Net realized and
unrealized gain (loss)
on total investments			0.72			0.52			0.89			(0.43	)		(2.48	)		2.31
Total gain (loss) from
investment operations			0.73			0.52			0.91			(0.39	)		(2.42	)		2.40
Less distributions from:
Net investment income			(0.01	)		—			(0.03	)		(0.05	)		(0.06	)		(0.05	)
Net realized gains			—			—			—			—			(0.57	)		—
Return of capital						—			—			—			(0.04	)		—
Total distributions			(0.01	)		—			(0.03	)		(0.05	)		(0.67	)		(0.05	)
Net asset value,
end of period		$	10.61		$	9.89		$	9.37		$	8.49		$	8.93		$	12.02

TOTAL RETURN			7.41	%		5.55	%(d)		10.78	%		(4.21	)%		(21.40	)%		24.89	%
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$367,733			$357,252			$340,417			$325,741			$344,298			$439,678
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.79	%		0.84	%(e)		0.67	%		1.05	%		1.01	%		1.22	%
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.79	%		0.79	%(e)		0.67	%		0.67	%		0.52	%		0.21	%
Ratio of net investment
income to average
net assets			0.05	%		(0.49	)%(e)		0.28	%		0.63	%		0.55	%		0.82	%
Portfolio turnover rate			160	%		18	%(d)		214	%		269	%		192	%		189	%

70 Prospectus ■ TIAA-CREF Large-Cap Growth Fund

FINANCIAL HIGHLIGHTS (concluded)

LARGE-CAP GROWTH FUND ■ FOR THE PERIOD OR YEAR ENDED


		Premier Class
##	40451	10/31/11			10/31/10		(a)	09/30/10			09/30/09		(f)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	9.90		$	9.38		$	8.51		$	8.51
Gain (loss) from investment operations:
Net investment
income (loss) (b)			0.02			0.00	(c)		0.02			0.00	(c)
Net realized and
unrealized gain (loss)
on total investments			0.73			0.52			0.90			—
Total gain (loss) from
investment operations			0.75			0.52			0.92			0.00	(c)
Less distributions from:
Net investment income			(0.03	)		—			(0.05	)		—
Net realized gains			—			—			—			—
Total distributions			(0.03	)		—			(0.05	)		—
Net asset value,
end of period		$	10.62		$	9.90		$	9.38		$	8.51

TOTAL RETURN			7.55	%		5.54	%(d)		10.78	%		0.00	%(d)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$10,205			$6,771			$4,650			$250
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.63	%		0.73	%(e)		0.66	%		221.05	%(e)
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.63	%		0.67	%(e)		0.66	%		0.67	%(e)
Ratio of net investment
income to average
net assets			0.20	%		(0.36	)%(e)		0.26	%		0.00	%(e)
Portfolio turnover rate			160	%		18	%(d)		214	%		269	%


(a)	Amounts shown are for the one-month period ended October 31, 2010 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to October 31.
(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 percentages shown for this period are annualized.
(f)	The Premier Class commenced operations on September 30, 2009.

TIAA-CREF Large-Cap Growth Fund ■ Prospectus 71

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	A11940 (3/12)

PROSPECTUS

MARCH 1, 2012

TIAA-CREF LARGE-CAP VALUE FUND

of the TIAA-CREF Funds

Class Ticker: Retail TCLCX Retirement TRLCX Premier TRCPX Institutional TRLIX

This Prospectus describes the Retail, Retirement, Premier and Institutional Class shares offered by the TIAA-CREF Large-Cap Value 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 8

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 12

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 17

Other Arrangements 18

Calculating Share Price 18

Dividends and Distributions 20

Taxes 21

Your Account: Purchasing, Redeeming or Exchanging Shares 23

Retail Class 23

Eligibility – Retail Class 23

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 33

Redeeming Shares – Retirement Class 36

Exchanging Shares – Retirement Class 39

Premier Class 40

Eligibility – Premier Class 40

Purchasing Shares – Premier Class 42

Redeeming Shares – Premier Class 46

Exchanging Shares – Premier Class 48

Institutional Class 49

Eligibility – Institutional Class 49

Purchasing Shares – Institutional Class 52

Redeeming Shares – Institutional Class 55

Exchanging Shares – Institutional Class 56

Conversion of Shares 57

Important Transaction Information 58

Market Timing/Excessive Trading Policy–Applicable to All Investors 62

Electronic Prospectuses 64

Additional Information About Index Providers 64

Glossary 64

Financial Highlights 66

SUMMARY INFORMATION

TIAA-CREF LARGE-CAP VALUE FUND

of the TIAA-CREF Funds

INVESTMENT OBJECTIVE

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

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		0.44%	0.44%	0.44%	0.44%
Distribution (Rule 12b-1) Fees¹		0.25%	—	0.15%	—
Other Expenses		0.14%	0.28%	0.03%	0.03%
Total Annual Fund Operating Expenses		0.83%	0.72%	0.62%	0.47%
Waivers and Expense Reimbursements²		—	—	—	—
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		0.83%	0.72%	0.62%	0.47%

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 with respect to the 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 Large-Cap Value Fund ■ Prospectus 3


	Advisors, Inc. (“Advisors”), has contractually agreed to reimburse the Fund for any Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage and other transactional expenses, Acquired Fund Fees and Expenses and extraordinary expenses) that exceed: (i) 0.91% of average daily net assets for Retail Class shares; (ii) 0.77% of average daily net assets for Retirement Class shares; (iii) 0.67% of average daily net assets for Premier Class shares; and (iv) 0.52% of average daily net assets for Institutional Class shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2013, unless changed with approval of the Board of Trustees.

Example


	Retail Class		Retirement Class		Premier Class		Institutional Class
1 Year	$	85	$	74	$	63	$	48
3 Years	$	265	$	230	$	199	$	151
5 Years	$	460	$	401	$	346	$	263
10 Years	$	1,025	$	894	$	774	$	591

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

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

4 Prospectus ■ TIAA-CREF Large-Cap Value Fund

purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes

Advisors uses a variety of comparative valuation criteria to determine whether shares of a particular company might be undervalued, including analyses of historical valuations of the same security; valuations of comparable securities in the same sector or the overall market; various financial ratios such as stock price-to-book value, stock price-to-earnings, and dividend yield; and free cash flow generated by the company. Advisors generally focuses on companies with normalized earnings and high operating leverage, which may cause the Fund to be more volatile in down markets than other large-cap value funds that have more defensive-oriented investment strategies.

The Fund may invest up to 20% of its assets in foreign investments.

PRINCIPAL INVESTMENT RISKS

· Value Investing Risk—Securities believed to be undervalued are subject to the risks that the issuer’s potential business prospects are not realized and its potential value is never recognized by the market. As a result, value stocks can be overpriced when acquired and may not perform as anticipated.

TIAA-CREF Large-Cap Value Fund ■ Prospectus 5

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 of the Institutional Class of the Fund 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, 2011, 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.

6 Prospectus ■ TIAA-CREF Large-Cap Value Fund

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)

Best quarter: 22.75%, for the quarter ended June 30, 2009. Worst quarter: -22.69%, for the quarter ended December 31, 2008.

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2011


		Inception Date	One Year			Five Years			Since Inception
Institutional Class		10/1/02			$			$
	Return Before Taxes		–5.67	%		–2.59	%		7.24	%
	Return After Taxes on Distributions		–5.89	%		–3.07	%		6.27	%
	Return After Taxes on Distributions and Sale of
	Fund Shares		–3.40	%		–2.25	%		6.05	%
Retail Class		10/1/02
	Return Before Taxes		–5.87	%		–2.77	%		7.03	%
Retirement Class		10/1/02
	Return Before Taxes		–5.88	%		–2.81	%		7.00	%
Premier Class		9/30/09
	Return Before Taxes		–5.81	%		–2.65	%*		7.20	%*
Russell 1000^® Value Index
(reflects no deductions for fees, expenses or taxes)			0.39	%		–2.64	%		6.73	%^†
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.
^†	Performance is calculated from the inception date of the Institutional Class.
After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect during the periods shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(a), 401(k) or 403(b) plans or Individual Retirement Accounts (IRAs). After-tax returns are shown for only one class and after-tax returns for other classes will vary.

TIAA-CREF Large-Cap Value Fund ■ Prospectus 7

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:	Richard Cutler	Athanasios (Tom) Kolefas, CFA
Title:	Managing Director	Managing Director
Experience on Fund:	since 2002	since 2004

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.

TAX INFORMATION

8 Prospectus ■ TIAA-CREF Large-Cap Value Fund

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

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 large-cap equity 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.

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.

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

TIAA-CREF Large-Cap Value Fund ■ Prospectus 9

ADDITIONAL INFORMATION ON PRINCIPAL INVESTMENT RISKS OF THE FUND

· Risks of Value Investing— Securities believed to be undervalued are subject to the risks that: (1) the issuer’s potential business prospects are not realized; (2) their potential values are never recognized by the market; and (3) due to unanticipated or unforeseen problems

10 Prospectus ■ TIAA-CREF Large-Cap Value Fund

associated with the issuer or industry, they were appropriately priced (or overpriced) when acquired and therefore do not perform as anticipated.

TIAA-CREF Large-Cap Value Fund ■ Prospectus 11

ADDITIONAL INFORMATION ABOUT THE FUND’S BENCHMARK INDEX

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

Russell 1000^® Value Index

The Russell 1000^® Value Index is a subset of the Russell 1000^® Index which represents the top 1,000 U.S. equity securities in market capitalization (according to the Russell Investment Group). The Russell 1000^® Value Index contains higher weightings of roughly one-third of the Russell 1000 securities with lower relative growth rates and price/book values and lower weightings of the roughly middle third of companies. The Russell 1000^® Value Index has higher weightings in those sectors of the market with typically lower relative valuations and growth rates, including sectors such as financial services and energy. As of December 31, 2011, the market capitalization of companies in the Russell 1000^® Value Index ranged from $36 million to $417.54 billion, with a mean market capitalization of $74.68 billion and a median market capitalization of $4.61 billion.

ADDITIONAL INFORMATION ON PRINCIPAL AND NON-PRINCIPAL INVESTMENT STRATEGIES

12 Prospectus ■ TIAA-CREF Large-Cap Value Fund

which it invests. An ETF may trade at a premium or discount to its net asset value.

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.

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

TIAA-CREF Large-Cap Value Fund ■ Prospectus 13

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

14 Prospectus ■ TIAA-CREF Large-Cap Value Fund

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)
Large-Cap Value Fund*		$0.0—$1.0	0.45%
		Over $1.0—$2.5	0.43%
		Over $2.5—$4.0	0.41%
		Over $4.0	0.39%
*	For the fiscal year ended October 31, 2011, the effective annual fee rate was 0.44% for the Fund.

PORTFOLIO MANAGEMENT TEAM

TIAA-CREF Large-Cap Value Fund ■ Prospectus 15


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
LARGE-CAP VALUE FUND
Richard Cutler Managing Director	Stock Selection- Lead Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—1997 to Present (portfolio management of domestic large-cap value portfolios)	1997	1991	2002
Athanasios (Tom) Kolefas, CFA Managing Director	Stock Selection	Advisors, TCIM and other advisory affiliates of TIAA—2004 to Present (portfolio management of domestic mid-cap value portfolios), Jennison Associates—2000 to 2004 (portfolio management of domestic large-cap value portfolios)	2004	1987	2004

OTHER SERVICES

16 Prospectus ■ TIAA-CREF Large-Cap Value Fund

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

TIAA-CREF Large-Cap Value Fund ■ Prospectus 17

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

18 Prospectus ■ TIAA-CREF Large-Cap Value Fund

maturities of 60 days or less generally are valued using their amortized cost. If market quotations or values from independent pricing services are not readily available or are not considered reliable, the Fund will use a security’s “fair value,” as determined in good faith using procedures approved by the Board of Trustees. The Fund may also use fair value if events that have a significant effect on the value of an investment (as determined in Advisors’ sole discretion) occur between the time when its price is determined and the time the Fund’s NAV is calculated. For example, the Fund might use a domestic security’s fair value when the exchange on which the security is principally traded closes early or when trading in the security is halted and does not resume before the Fund’s NAV is calculated. The use of fair value pricing can involve reliance on quantitative models or individual judgment, and may result in changes to the prices of portfolio securities that are used to calculate the Fund’s NAV. Although the Fund fair values portfolio securities on a security-by-security 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.

TIAA-CREF Large-Cap Value Fund ■ Prospectus 19

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 an annual basis. 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.

20 Prospectus ■ TIAA-CREF Large-Cap Value Fund

TAXES

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

TIAA-CREF Large-Cap Value Fund ■ Prospectus 21

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.

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

22 Prospectus ■ TIAA-CREF Large-Cap Value 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 Large-Cap Value Fund ■ Prospectus 23

· 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

24 Prospectus ■ TIAA-CREF Large-Cap Value 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 Large-Cap Value Fund ■ Prospectus 25

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

26 Prospectus ■ TIAA-CREF Large-Cap Value 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 Large-Cap Value Fund ■ Prospectus 27

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

28 Prospectus ■ TIAA-CREF Large-Cap Value Fund

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 Large-Cap Value Fund ■ Prospectus 29

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

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 Large-Cap Value Fund

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.

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 Large-Cap Value Fund ■ Prospectus 31

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.

Definition of Eligible Investor for Retirement Class

32 Prospectus ■ TIAA-CREF Large-Cap Value Fund

Purchasing Shares – Retirement Class

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

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

TIAA-CREF Large-Cap Value Fund ■ Prospectus 33

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

Purchasing Shares—For Eligible Investors and Their Clients:

34 Prospectus ■ TIAA-CREF Large-Cap Value Fund

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 amount to be invested.

Points to Remember for All Purchases by Eligible Investors:

TIAA-CREF Large-Cap Value Fund ■ Prospectus 35

· 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;

· 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

36 Prospectus ■ TIAA-CREF Large-Cap Value Fund

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.

The Fund will only accept redemption requests that specify a dollar amount or number of shares to be redeemed. All other requests, including those

TIAA-CREF Large-Cap Value Fund ■ Prospectus 37

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.

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 receiving the securities will be responsible for disposing of the securities and bearing any associated costs.

38 Prospectus ■ TIAA-CREF Large-Cap Value 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 Large-Cap Value Fund ■ Prospectus 39

Exchanging Shares—For Eligible Investors and Their Clients:

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 that have entered into a contract or arrangement that enables them to purchase shares of the Fund, or

40 Prospectus ■ TIAA-CREF Large-Cap Value 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 Large-Cap Value Fund ■ Prospectus 41

· 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

42 Prospectus ■ TIAA-CREF Large-Cap Value Fund

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.

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 Large-Cap Value Fund ■ Prospectus 43

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 amount to be invested.

Points to Remember for All Purchases by Eligible Investors:

44 Prospectus ■ TIAA-CREF Large-Cap Value Fund

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 Large-Cap Value Fund ■ Prospectus 45

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.

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 redemption, 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 redemption 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.

46 Prospectus ■ TIAA-CREF Large-Cap Value Fund

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.

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

TIAA-CREF Large-Cap Value Fund ■ Prospectus 47

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;

· 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.

48 Prospectus ■ TIAA-CREF Large-Cap Value Fund

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:

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

TIAA-CREF Large-Cap Value Fund ■ Prospectus 49

• 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 and Direct Purchaser

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;

50 Prospectus ■ TIAA-CREF Large-Cap Value Fund

· 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:

· 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 Large-Cap Value Fund ■ Prospectus 51

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

52 Prospectus ■ TIAA-CREF Large-Cap Value 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 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

TIAA-CREF Large-Cap Value Fund ■ Prospectus 53

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.

· 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).

54 Prospectus ■ TIAA-CREF Large-Cap Value Fund

In-Kind Purchases of Shares

Redeeming Shares – Institutional Class

Eligible Investors and Direct Purchasers can redeem (sell) their Institutional Class shares on any business day.

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.

TIAA-CREF Large-Cap Value Fund ■ Prospectus 55

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

Points to Remember—For All Redemptions

Redemption Proceeds—All Investors

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

56 Prospectus ■ TIAA-CREF Large-Cap Value Fund

Exchanging Shares—Eligible Investors

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 Large-Cap Value Fund ■ Prospectus 57

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.

Voluntary Conversions

Mandatory Conversions

IMPORTANT TRANSACTION INFORMATION

58 Prospectus ■ TIAA-CREF Large-Cap Value Fund

generally includes receipt of sufficient funds by the Fund’s transfer agent (or other authorized Fund agent) to effect the purchase. The Fund, its transfer agent or any other authorized Fund agent may, in their sole discretion, determine whether any particular transaction request is in good order and reserve the right to change or waive any good order requirement at any time.

Minimum Account Size.

TIAA-CREF Large-Cap Value Fund ■ Prospectus 59

Changing Your Address.

60 Prospectus ■ TIAA-CREF Large-Cap Value Fund

· 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.

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

TIAA-CREF Large-Cap Value Fund ■ Prospectus 61

whom your Fund shares can be transferred upon death. You can set up your account with a Transfer On Death (“TOD”) registration upon request. (Call us to get the necessary forms.) A TOD registration avoids probate if the beneficiary(ies) survives all shareholders. You maintain total control over your account during your lifetime.

MARKET TIMING/EXCESSIVE TRADING POLICY—
APPLICABLE TO ALL INVESTORS

62 Prospectus ■ TIAA-CREF Large-Cap Value Fund

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 Large-Cap Value Fund ■ Prospectus 63

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.

ADDITIONAL INFORMATION ABOUT INDEX PROVIDERS

The Russell 1000^® Value Index is a trademark/service mark of the Russell Investment Group. The Russell Investment Group is the owner of the copyrights relating to the Russell Indexes and is the source and owner of the data contained or reflected in the performance values relating to the Russell Indexes. The Fund is not promoted by, nor in any way affiliated with, the Russell Investment Group. The Russell Investment Group is not responsible for and has not reviewed the Fund nor any associated literature or publications and the Russell Investment Group makes no representation or warranty, express or implied, as to their accuracy, or completeness, or otherwise.

GLOSSARY

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

Foreign Investments: Foreign investments may include securities of foreign issuers, securities or contracts traded or acquired in non-U.S. markets or on

64 Prospectus ■ TIAA-CREF Large-Cap Value Fund

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.

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

TIAA-CREF Large-Cap Value Fund ■ Prospectus 65

FINANCIAL HIGHLIGHTS

66 Prospectus ■ TIAA-CREF Large-Cap Value Fund

FINANCIAL HIGHLIGHTS (continued)

LARGE-CAP VALUE FUND ■ FOR THE PERIOD OR YEAR ENDED


		Institutional Class
##	40451	10/31/11			10/31/10		(a)	09/30/10			09/30/09			09/30/08			09/30/07
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	12.21		$	11.83		$	11.14		$	11.56		$	17.02		$	15.73
Gain (loss) from investment operations:
Net investment
income (loss) (b)			0.19			0.01			0.18			0.19			0.28			0.30
Net realized and
unrealized gain (loss)
on total investments			0.03			0.37			0.66			(0.35	)		(4.58	)		2.10
Total gain (loss) from
investment operations			0.22			0.38			0.84			(0.16	)		(4.30	)		2.40
Less distributions from:
Net investment income			(0.16	)		—			(0.15	)		(0.26	)		(0.25	)		(0.26	)
Net realized gains			—			—			—			—			(0.91	)		(0.85	)
Total distributions			(0.16	)		—			(0.15	)		(0.26	)		(1.16	)		(1.11	)
Net asset value,
end of period		$	12.27		$	12.21		$	11.83		$	11.14		$	11.56		$	17.02

TOTAL RETURN			1.77	%		3.21	%(c)		7.59	%		(0.66	)%		(26.78	)%		15.71	%
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$1,210,661			$643,951			$580,659			$372,327			$401,478			$487,144
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.47	%		0.53	%(d)		0.49	%		0.53	%		0.49	%		0.52	%
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.47	%		0.52	%(d)		0.49	%		0.52	%		0.49	%		0.50	%
Ratio of net investment
income to average
net assets			1.48	%		0.89	%(d)		1.53	%		2.17	%		2.03	%		1.78	%
Portfolio turnover rate			68	%		11	%(c)		73	%		139	%		151	%		136	%

TIAA-CREF Large-Cap Value Fund ■ Prospectus 67

FINANCIAL HIGHLIGHTS (continued)

LARGE-CAP VALUE FUND ■ FOR THE PERIOD OR YEAR ENDED


		Retirement Class
##	40451	10/31/11			10/31/10		(a)	09/30/10			09/30/09			09/30/08			09/30/07
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	12.15		$	11.78		$	11.10		$	11.51		$	16.96		$	15.68
Gain (loss) from investment operations:
Net investment
income (loss) (b)			0.16			0.01			0.14			0.17			0.25			0.26
Net realized and
unrealized gain (loss)
on total investments			0.03			0.36			0.66			(0.35	)		(4.57	)		2.10
Total gain (loss) from
investment operations			0.19			0.37			0.80			(0.18	)		(4.32	)		2.36
Less distributions from:
Net investment income			(0.13	)		—			(0.12	)		(0.23	)		(0.22	)		(0.23	)
Net realized gains			—			—			—			—			(0.91	)		(0.85	)
Total distributions			(0.13	)		—			(0.12	)		(0.23	)		(1.13	)		(1.08	)
Net asset value,
end of period		$	12.21		$	12.15		$	11.78		$	11.10		$	11.51		$	16.96

TOTAL RETURN			1.52	%		3.14	%(c)		7.33	%		(0.88	)%		(26.99	)%		15.51	%
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$704,222			$788,706			$818,179			$630,788			$500,288			$500,511
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.72	%		0.78	%(d)		0.74	%		0.77	%		0.74	%		0.75	%
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.72	%		0.77	%(d)		0.74	%		0.76	%		0.74	%		0.73	%
Ratio of net investment
income to average
net assets			1.22	%		0.66	%(d)		1.27	%		1.86	%		1.78	%		1.55	%
Portfolio turnover rate			68	%		11	%(c)		73	%		139	%		151	%		136	%

68 Prospectus ■ TIAA-CREF Large-Cap Value Fund

FINANCIAL HIGHLIGHTS (continued)

LARGE-CAP VALUE FUND ■ FOR THE PERIOD OR YEAR ENDED


		Retail Class
##	40451	10/31/11			10/31/10		(a)	09/30/10			09/30/09			09/30/08			09/30/07
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	11.86		$	11.49		$	10.84		$	11.26		$	16.60		$	15.36
Gain (loss) from investment operations:
Net investment
income (loss) (b)			0.15			0.01			0.14			0.17			0.25			0.28
Net realized and
unrealized gain (loss)
on total investments			0.03			0.36			0.64			(0.34	)		(4.45	)		2.06
Total gain (loss) from
investment operations			0.18			0.37			0.78			(0.17	)		(4.20	)		2.34
Less distributions from:
Net investment income			(0.13	)		—			(0.13	)		(0.25	)		(0.23	)		(0.25	)
Net realized gains			—			—			—			—			(0.91	)		(0.85	)
Total distributions			(0.13	)		—			(0.13	)		(0.25	)		(1.14	)		(1.10	)
Net asset value,
end of period		$	11.91		$	11.86		$	11.49		$	10.84		$	11.26		$	16.60

TOTAL RETURN			1.49	%		3.22	%(c)		7.28	%		(0.82	)%		(26.87	)%		15.70	%
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$79,489			$81,100			$79,558			$74,703			$74,487			$115,149
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.72	%		0.75	%(d)		0.70	%		0.92	%		0.77	%		0.71	%
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.72	%		0.74	%(d)		0.70	%		0.71	%		0.64	%		0.55	%
Ratio of net investment
income to average
net assets			1.22	%		0.68	%(d)		1.30	%		1.96	%		1.85	%		1.72	%
Portfolio turnover rate			68	%		11	%(c)		73	%		139	%		151	%		136	%

TIAA-CREF Large-Cap Value Fund ■ Prospectus 69

FINANCIAL HIGHLIGHTS (concluded)

LARGE-CAP VALUE FUND ■ FOR THE PERIOD OR YEAR ENDED


		Premier Class
##	40451	10/31/11			10/31/10		(a)	09/30/10			09/30/09		(e)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Net asset value,
beginning of period		$	12.20		$	11.82		$	11.14		$	11.14
Gain (loss) from investment operations:
Net investment
income (loss) (b)			0.17			0.01			0.16			0.00	(f)
Net realized and
unrealized gain (loss)
on total investments			0.02			0.37			0.66			—
Total gain (loss) from
investment operations			0.19			0.38			0.82			0.00	(f)
Less distributions from:
Net investment income			(0.15	)		—			(0.14	)		—
Net realized gains			—			—			—			—
Total distributions			(0.15	)		—			(0.14	)		—
Net asset value,
end of period		$	12.24		$	12.20		$	11.82		$	11.14

TOTAL RETURN			1.54	%		3.21	%(c)		7.46	%		0.00	%(c)
RATIOS AND SUPPLEMENTAL DATA
Net assets at end of
period or year (in
thousands)		$189,354			$163,731			$114,733			$250
Ratio of expenses to
average net assets
before expense waiver
and reimbursement			0.62	%		0.68	%(d)		0.64	%		221.09	%(d)
Ratio of expenses to
average net assets
after expense waiver
and reimbursement			0.62	%		0.67	%(d)		0.64	%		0.67	%(d)
Ratio of net investment
income to average
net assets			1.31	%		0.68	%(d)		1.39	%		0.00	%(d)
Portfolio turnover rate			68	%		11	%(c)		73	%		139	%


(a)	Amounts shown are for the one-month period ended October 31, 2010 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to October 31.
(b)	Based on average shares outstanding.
(c)	The percentages shown for this period are not annualized.
(d)	The percentages shown for this period are annualized.
(e)	The Premier Class commenced operations on September 30, 2009.

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

70 Prospectus ■ TIAA-CREF Large-Cap Value 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	A11942 (3/12)

PROSPECTUS

MARCH 1, 2012

TIAA-CREF MID-CAP GROWTH FUND

of the TIAA-CREF Funds

Class Ticker: Retail TCMGX Retirement TRGMX Premier TRGPX Institutional TRPWX

This Prospectus describes the Retail, Retirement, Premier and Institutional Class shares offered by the TIAA-CREF Mid-Cap Growth 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 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 10

Additional Information About the Fund 10

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 17

Other Services 17

Distribution and Services Arrangements 18

Other Arrangements 19

Calculating Share Price 19

Dividends and Distributions 21

Taxes 22

Your Account: Purchasing, Redeeming or Exchanging Shares 25

Retail Class 25

Eligibility – Retail Class 25

Purchasing Shares – Retail Class 25

Redeeming Shares – Retail Class 29

Exchanging Shares – Retail Class 32

Retirement Class 33

Eligibility – Retirement Class 33

Purchasing Shares – Retirement Class 34

Redeeming Shares – Retirement Class 38

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 51

Eligibility – Institutional Class 51

Purchasing Shares – Institutional Class 53

Redeeming Shares – Institutional Class 56

Exchanging Shares – Institutional Class 58

Conversion of Shares 58

Important Transaction Information 60

Market Timing/Excessive Trading Policy–Applicable to All Investors 63

Electronic Prospectuses 65

Additional Information About Index Providers 65

Glossary 65

Financial Highlights 67

SUMMARY INFORMATION

TIAA-CREF MID-CAP GROWTH FUND

of the TIAA-CREF Funds

INVESTMENT OBJECTIVE

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

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 Mid-Cap Growth 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		0.46%	0.46%	0.46%	0.46%
Distribution (Rule 12b-1) Fees¹		0.25%	—	0.15%	—
Other Expenses		0.14%	0.28%	0.03%	0.03%
Total Annual Fund Operating Expenses		0.85%	0.74%	0.64%	0.49%
Waivers and Expense Reimbursements²		—	—	—	—
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		0.85%	0.74%	0.64%	0.49%

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 with respect to the 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 interest, taxes, brokerage and other transactional expenses, Acquired Fund Fees and Expenses and extraordinary expenses) that exceed: (i) 0.94% of average daily net assets for Retail Class shares; (ii) 0.80% of average daily net assets for Retirement Class shares; (iii) 0.70% of average daily net assets for Premier Class shares; and (iv) 0.55% of average daily net assets for Institutional Class shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2013, unless changed with approval of the Board of Trustees.

Example


	Retail Class		Retirement Class		Premier Class		Institutional Class
1 Year	$	87	$	76	$	65	$	50
3 Years	$	271	$	237	$	205	$	157
5 Years	$	471	$	411	$	357	$	274
10 Years	$	1,049	$	918	$	798	$	616

PORTFOLIO TURNOVER

4 Prospectus ■ TIAA-CREF Mid-Cap Growth 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 October 31, 2011 the Fund’s portfolio turnover rate was 81% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund invests at least 80% of its assets in mid-cap equity securities. The Fund will invest primarily in equity securities of medium-sized domestic companies, as defined by the Fund’s benchmark index (the Russell Midcap^® Growth Index), that Advisors believes present the opportunity for growth. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes.

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

The Fund also uses proprietary quantitative models merely to screen and identify potential portfolio companies. Often, these companies represent modest deviations from the benchmark index based on relative value, price or potential earnings growth. The Fund may invest up to 20% of its assets in foreign investments.

PRINCIPAL INVESTMENT RISKS

TIAA-CREF Mid-Cap Growth Fund ■ Prospectus 5

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.

· Mid-Cap Risk—The risk that the stocks of mid-capitalization companies often experience 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, 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.

· Quantitative Analysis Risk—The risk that stocks selected using quantitative modeling and analysis could perform differently from the market as a whole.

PAST PERFORMANCE

6 Prospectus ■ TIAA-CREF Mid-Cap Growth Fund

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 of the Fund 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, 2011, 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 (%)

Best quarter: 19.86%, for the quarter ended June 30, 2009. Worst quarter: -28.66%, for the quarter ended December 31, 2008.

TIAA-CREF Mid-Cap Growth Fund ■ Prospectus 7

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2011


		Inception Date	One Year			Five Years			Since Inception
Institutional Class		10/1/02			$			$
	Return Before Taxes		–5.23	%		2.45	%		10.13	%
	Return After Taxes on Distributions		–5.78	%		2.07	%		9.55	%
	Return After Taxes on Distributions and Sale of
	Fund Shares		–2.63	%		2.08	%		8.87	%
Retail Class		10/1/02
	Return Before Taxes		–5.50	%		2.24	%		9.85	%
Retirement Class		10/1/02
	Return Before Taxes		–5.46	%		2.19	%		9.83	%
Premier Class		9/30/09
	Return Before Taxes		–5.34	%		2.37	%*		10.08	%*
Russell Mid-Cap^® Growth Index
(reflects no deductions for fees, expenses or taxes)			–1.65	%		2.44	%		10.23	%^†
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.
^†	Performance is calculated from the inception date of the Institutional Class.
After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect during the periods shown and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(a), 401(k) or 403(b) plans or 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 persons manage the Fund on a day-to-day basis:



Name:	George (Ted) Scalise, CFA	Susan Hirsch
Title:	Managing Director	Managing Director
Experience on Fund:	since 2006	since 2007

PURCHASE AND SALE OF FUND SHARES

8 Prospectus ■ TIAA-CREF Mid-Cap Growth Fund

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

TIAA-CREF Mid-Cap Growth Fund ■ Prospectus 9

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 mid-cap equity 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.

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.

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 Mid-Cap Growth Fund

· 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

TIAA-CREF Mid-Cap Growth Fund ■ Prospectus 11

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 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.

· Special Situation Risk—Stocks of companies involved in reorganizations, mergers and other special situations can involve the risk that such

12 Prospectus ■ TIAA-CREF Mid-Cap Growth Fund

situations may not materialize or may develop in unexpected ways. Consequently, those stocks can involve more risk than ordinary securities.

· Quantitative Analysis Risk—The risk that securities selected for funds that are actively managed, in whole or in part, according to a quantitative analysis methodology can perform differently from the market as a whole based on the model and the factors used in the analysis, the weight placed on each factor and changes in the factor’s historical trends.

ADDITIONAL INFORMATION ABOUT THE FUND’S BENCHMARK INDEX

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

Russell Midcap^® Growth Index

The Russell Midcap^® Growth Index is a subset of the Russell Midcap^® Index, which represents the 800 largest U.S. equity securities in market capitalization after the largest 200 U.S. equity securities (according to the Russell Investment Group). The Russell Midcap^® Growth Index contains higher weightings of roughly one-third of these 800 Russell Midcap securities with higher relative growth rates and price/book values and lower weightings of the roughly middle third of companies. The Russell Midcap^® Growth Index has higher weightings in those sectors of the market with typically higher relative valuations and growth rates, including sectors such as technology and health care. As of December 31, 2011, the market capitalization of companies in the Russell Midcap^® Growth Index ranged from $117 million to $20.43 billion, with a mean market capitalization of $7.97 billion and a median market capitalization of $4.29 billion.

ADDITIONAL INFORMATION ON PRINCIPAL AND NON-PRINCIPAL INVESTMENT STRATEGIES

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

TIAA-CREF Mid-Cap Growth Fund ■ Prospectus 13

securities, (2) futures contracts on securities indices composed of securities of the types in which it may invest, and (3) put and call options on such futures contracts. The Fund may use such options and futures contracts for hedging and cash management purposes and to increase total return. Futures contracts permit the Fund to gain exposure to groups of securities and thereby have the potential to earn returns that are similar to those that would be earned by direct investments in those securities or instruments.

In seeking to manage currency risk, the Fund also may enter into forward currency contracts and currency swaps and may buy or sell put and call options and futures contracts on foreign currencies.

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 Mid-Cap Growth Fund

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

MANAGEMENT OF THE FUND

THE FUND’S INVESTMENT ADVISER

TIAA-CREF Mid-Cap Growth Fund ■ Prospectus 15

investment accounts of CREF. As of December 31, 2011, Advisors and TCIM together had approximately $220 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:

INVESTMENT MANAGEMENT FEES


		Assets Under Management	Fee Rate
		(Billions)	(average daily net assets)
Mid-Cap Growth Fund*		$0.0—$0.5	0.48%
		Over $0.5—$0.75	0.46%
		Over $0.75—$1.00	0.44%
		Over $1.0	0.42%
*	For the fiscal year ended October 31, 2011, the effective annual fee rate was 0.46% for the Fund.

16 Prospectus ■ TIAA-CREF Mid-Cap Growth Fund

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
MID-CAP GROWTH FUND
George (Ted) Scalise CFA Managing Director	Stock Selection- Lead Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2006 to Present (portfolio management of domestic mid-cap growth portfolios), Duncan-Hurst Capital Management—1996 to 2006 (portfolio management of domestic large and mid-cap growth portfolios)	2006	1995	2006
Susan Hirsch Managing Director	Stock Selection	Advisors, TCIM and other advisory affiliates of TIAA—2005 to Present (portfolio management of domestic large-cap portfolios), Jennison Associates—2000 to 2005 (portfolio management of mid-cap growth and technology sector portfolios)	2005	1975	2007

OTHER SERVICES

TIAA-CREF Mid-Cap Growth Fund ■ Prospectus 17

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.

18 Prospectus ■ TIAA-CREF Mid-Cap Growth Fund

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

TIAA-CREF Mid-Cap Growth Fund ■ Prospectus 19

to such class, less all liabilities attributable to such class, by the total number of shares of the class outstanding.

20 Prospectus ■ TIAA-CREF Mid-Cap Growth 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 plans to pay dividends on an annual basis. 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.

TIAA-CREF Mid-Cap Growth Fund ■ Prospectus 21

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.

22 Prospectus ■ TIAA-CREF Mid-Cap Growth Fund

TIAA-CREF Mid-Cap Growth Fund ■ Prospectus 23

24 Prospectus ■ TIAA-CREF Mid-Cap Growth Fund

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

TIAA-CREF Mid-Cap Growth Fund ■ Prospectus 25

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.

26 Prospectus ■ TIAA-CREF Mid-Cap Growth Fund

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 Mid-Cap Growth Fund ■ Prospectus 27

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).

28 Prospectus ■ TIAA-CREF Mid-Cap Growth Fund

In-Kind Purchases of Shares

Redeeming Shares – Retail Class

TIAA-CREF Mid-Cap Growth Fund ■ Prospectus 29

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.

30 Prospectus ■ TIAA-CREF Mid-Cap Growth Fund

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

TIAA-CREF Mid-Cap Growth Fund ■ Prospectus 31

“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.

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.

32 Prospectus ■ TIAA-CREF Mid-Cap Growth Fund

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.

RETIREMENT CLASS

Eligibility – Retirement Class

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

TIAA-CREF Mid-Cap Growth Fund ■ Prospectus 33

• 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 Mid-Cap Growth Fund

will not be deemed to be in “good order” (see below) and will not be accepted by the Fund.

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

Purchasing Shares—For Eligible Investors and Their Clients:

The Fund does not impose minimum investment requirements. However, investors purchasing Retirement Class shares through Eligible Investors (like

TIAA-CREF Mid-Cap Growth Fund ■ Prospectus 35


	0.25% of average daily net assets attributable to Retail Class shares.
2	“Acquired Fund Fees and Expenses” are the Fund’s proportionate amount of the expenses of any investment companies or pools in which the Fund invests. These expenses are not paid directly by Fund shareholders. Instead, Fund shareholders bear these expenses indirectly as a result of the Fund’s investments. Because “Acquired Fund Fees and Expenses” are included in the chart above, the Fund’s operating expenses here will not correlate with the expenses included in the Financial Highlights in this Prospectus and the Fund’s October 31, 2011 annual report.
3	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 interest, taxes, brokerage and other transactional expenses, Acquired Fund Fees and Expenses and extraordinary expenses) that exceed: (i) 0.94% of average daily net assets for Retail Class shares; (ii) 0.80% of average daily net assets for Retirement Class shares; (iii) 0.70% of average daily net assets for Premier Class shares; and (iv) 0.55% of average daily net assets for Institutional Class shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2013, unless changed with approval of the Board of Trustees.



Name:	Michael S. Shing, CFA	Adam Cao, CFA
Title:	Managing Director	Director
Experience on Fund:	since 2004	since 2006


	Retirement Class shares; and (ii) 0.09% of average daily net assets for Institutional Class shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2013, unless changed with approval of the Board of Trustees.



Name:	Philip James (Jim) Campagna, CFA	Anne Sapp, CFA
Title:	Director	Managing Director
Experience on Fund:	since 2005	since 2004


Anne Sapp, CFA Managing Director	Quantitative Portfolio Management	Advisors, TCIM and other advisory affiliates of TIAA—2004 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index portfolios), Mellon Transition Management Services—2001 to 2004 (portfolio manager for a variety of equity index funds)	2004	1987	2004


	Fund. These expense reimbursement arrangements will continue through at least February 28, 2013, unless changed with approval of the Board of Trustees.




Name:	Philip (Jim) Campagna, CFA	Anne Sapp, CFA

Title:	Director	Managing Director

Experience on Fund:	since 2005	Since 2004


	at least February 28, 2013, unless changed with approval of the Board of Trustees.




Name:	Pablo Mitchell	Steve Rossiello, CFA
Title	Director	Managing Director
Experience on Fund:	since 2009	since 2007


(a)	Amounts shown are for the one-month period ended October 31, 2010 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from September 30 to October 31.

(b)	The Fund commenced operations on November 30, 2007.
(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.


		Institutional Class
Management Fees		0.35%
Other Expenses		0.03%
Total Annual Fund Operating Expenses		0.38%
Waivers and Expense Reimbursements¹		—
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		0.38%

1	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 interest, taxes, brokerage and other transactional expenses, Acquired Fund Fees and Expenses and extraordinary expenses) that exceed 0.40% of average daily net assets for Institutional Class shares of the Fund. These expense reimbursement arrangements will continue through




Name:	Kelvin Zhang
Title:	Director
Experience on Fund:	since 2007



Name:	Michael S. Shing, CFA	Pei Chen CFA	Adam Cao
Title:	Managing Director	Director	Director
Experience on Fund:	since 2007	since 2007	since 2007


	promotional and shareholder services with respect to the 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 interest, taxes, brokerage and other transactional expenses, Acquired Fund Fees and Expenses and extraordinary expenses) that exceed: (i) 0.61% of average daily net assets for Retail Class shares; (ii) 0.47% of average daily net assets for Retirement Class shares; (iii) 0.37% of average daily net assets for Premier Class shares; and (iv) 0.22% of average daily net assets for Institutional Class shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2013, unless changed with approval of the Board of Trustees.



Name:	Navaneel Ray
Title:	Managing Director
Experience on Fund:	since inception in 2011


	STATEMENT OF ADDITIONAL INFORMATION

	TIAA-CREF FUNDS


	MARCH 1, 2012 (with respect to the Equity Funds)
	OCTOBER 1, 2011, AS SUPPLEMENTED MARCH 1, 2012 (with respect to the Fixed-Income and Real Estate Securities Funds)


	Tickers by Class

	Retail	Retirement	Premier	Institutional
Equity Funds
Growth & Income Fund	TIIRX	TRGIX	TRPGX	TIGRX
International Equity Fund	TIERX	TRERX	TREPX	TIIEX
Emerging Markets Equity Fund	TEMRX	TEMSX	TEMPX	TEMLX
Large-Cap Growth Fund	TIRTX	TILRX	TILPX	TILGX
Large-Cap Value Fund	TCLCX	TRLCX	TRCPX	TRLIX
Mid-Cap Growth Fund	TCMGX	TRGMX	TRGPX	TRPWX
Mid-Cap Value Fund	TCMVX	TRVRX	TRVPX	TIMVX
Small-Cap Equity Fund	TCSEX	TRSEX	TSRPX	TISEX
Large-Cap Growth Index Fund	—	TRIRX	—	TILIX
Large-Cap Value Index Fund	—	TRCVX	—	TILVX
Equity Index Fund	TINRX	TIQRX	TCEPX	TIEIX
S&P 500 Index Fund	—	TRSPX	—	TISPX
Small-Cap Blend Index Fund	—	TRBIX	—	TISBX
International Equity Index Fund	—	TRIEX	TRIPX	TCIEX
Emerging Markets Equity Index Fund	TEQKX	TEQSX	TEQPX	TEQLX
Enhanced International Equity Index Fund	—	—	—	TFIIX
Enhanced Large-Cap Growth Index Fund	—	—	—	TLIIX
Enhanced Large-Cap Value Index Fund	—	—	—	TEVIX
Social Choice Equity Fund	TICRX	TRSCX	TRPSX	TISCX
Global Natural Resources Fund	TNRLX	TNRRX	TNRPX	TNRIX
Fixed-Income Funds
Bond Fund	TIORX	TIDRX	TIDPX	TIBDX
Bond Plus Fund	TCBPX	TCBRX	TBPPX	TIBFX
Short-Term Bond Fund	TCTRX	TISRX	TSTPX	TISIX
High-Yield Fund	TIYRX	TIHRX	TIHPX	TIHYX
Tax-Exempt Bond Fund	TIXRX	—	—	TITIX
Inflation-Linked Bond Fund	TCILX	TIKRX	TIKPX	TIILX
Bond Index Fund	TBILX	TBIRX	TBIPX	TBIIX
Money Market Fund	TIRXX	TIEXX	TPPXX	TCIXX
Real Estate Securities Fund
Real Estate Securities Fund	TCREX	TRRSX	TRRPX	TIREX


	This Statement of Additional Information (“SAI”) contains additional information that you should consider before investing in any of the above-listed series, which are investment portfolios or “Funds” of the TIAA-CREF Funds (the “Trust”). The SAI is not a prospectus, but is incorporated by reference into and made a part of the (i) TIAA-CREF Funds’ prospectuses, dated March 1, 2012, as subsequently supplemented (with respect to the Equity Funds); and (ii) TIAA-CREF Funds’ prospectuses, dated October 1, 2011, as subsequently supplemented (with respect to the Fixed-Income and Real Estate Securities Funds) (each, a “Prospectus”). The SAI should be read carefully in conjunction with the Prospectuses. The Prospectuses may be obtained, without charge, by writing the Funds at TIAA-CREF Funds, 730 Third Avenue, New York, NY 10017-3206 or by calling 877 518-9161.

	This SAI describes 29 Funds. Each Fund offers Institutional Class shares. Certain of the Funds also offer other share classes, such as Retail Class, Retirement Class and/or Premier Class shares.

	Note: Effective October 2010, the Equity Funds in the chart above changed their fiscal year ends from September 30 to October 31 (except for the Global Natural Resources, Emerging Markets Equity and Emerging Markets Equity Index Funds, which have had a fiscal year end of October 31 since their inception). The remaining Funds in the chart above changed their fiscal year ends from September 30 to March 31. As a result, certain data and other information regarding the Funds throughout the SAI have been included for each of these fiscal periods.

	Capitalized terms used, but not defined, herein have the same meaning as in the Prospectuses. The audited financial statements of the Trust for the Funds covered by this SAI for the fiscal periods ended October 31, 2011 (with respect to the Equity Funds (except the Global Natural Resources Fund, which is newly operational)), and March 31, 2011 (with respect to the Fixed-Income and Real Estate Securities Funds), are incorporated into this SAI by reference to the TIAA-CREF Funds’ Annual Reports to shareholders dated October 31, 2011 and March 31, 2011. The Funds will furnish you, without charge, a copy of the Annual Reports on request.


B-2	Investment Objectives, Policies, and Restrictions
B-23	Disclosure of Portfolio Holdings
B-24	Management of the Trust
B-33	Proxy Voting Policies
B-34	Principal Holders of Securities
B-38	Investment Advisory and Other Services
B-42	Underwriter and Other Service Providers
B-42	Personal Trading Policy
B-43	Information about the Funds’ Portfolio Management


B-48	About the Trust and the Shares
B-51	Pricing of Shares
B-52	Tax Status
B-57	Brokerage Allocation
B-61	Legal Matters
B-61	Experts
B-61	Financial Statements
B-62	Appendix A: TIAA-CREF Policy Statement on Corporate Governance


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.


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.


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


B-2	Statement of Additional Information ▪ TIAA-CREF Funds


	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.


TIAA-CREF Funds ▪ Statement of Additional Information	B-3


B-10	Statement of Additional Information ▪ TIAA-CREF Funds


TIAA-CREF Funds ▪ Statement of Additional Information	B-11


B-12	Statement of Additional Information ▪ TIAA-CREF Funds