UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number File No. 811-09301

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)

Stewart P. Greene, Esq.

c/o TIAA-CREF

730 Third Avenue

New York, New York 10017-3206

(Name and address of agent for service)

Registrant's telephone number, including area code: 212-490-9000

Date of fiscal year end: May 31

Date of reporting period: February 29, 2012

TIAA-CREF LIFECYCLE FUNDS – Lifecycle Retirement Income Fund

TIAA-CREF LIFECYCLE FUNDS

LIFECYCLE RETIREMENT INCOME FUND

SCHEDULE OF INVESTMENTS (unaudited)

February 29, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.4%(a)
FIXED INCOME - 39.4%
4,921,457	TIAA-CREF Bond Fund	$	52,364,303
63,347	TIAA-CREF Bond Plus Fund		671,479
66,782	TIAA-CREF High-Yield Fund		673,164
	TOTAL FIXED INCOME		53,708,946
INFLATION-PROTECTED ASSETS - 9.8%
1,093,802	TIAA-CREF Inflation-Linked Bond Fund		13,399,079
	TOTAL INFLATION-PROTECTED ASSETS		13,399,079
INTERNATIONAL EQUITY - 11.1%
338,423	TIAA-CREF Emerging Markets Equity Fund		3,671,890
745,214	TIAA-CREF Enhanced International Equity Index Fund		5,060,006
116,301	TIAA-CREF Global Natural Resources Fund		1,272,331
584,045	TIAA-CREF International Equity Fund		5,098,712
	TOTAL INTERNATIONAL EQUITY		15,102,939
SHORT-TERM FIXED INCOME - 9.9%
1,289,904	TIAA-CREF Short-Term Bond Fund		13,415,004
	TOTAL SHORT-TERM FIXED INCOME		13,415,004
U.S. EQUITY - 29.2%
778,936	TIAA-CREF Enhanced Large-Cap Growth Index Fund		7,446,624
879,609	TIAA-CREF Enhanced Large-Cap Value Index Fund		7,247,975
620,465	TIAA-CREF Growth & Income Fund		6,254,287
645,078	TIAA-CREF Large-Cap Growth Fund		7,437,745
541,541	TIAA-CREF Large-Cap Value Fund		7,240,400
27,499	TIAA-CREF Mid-Cap Growth Fund		550,264
30,583	TIAA-CREF Mid-Cap Value Fund		550,495
211,449	TIAA-CREF Small-Cap Equity Fund		3,110,412
	TOTAL U.S. EQUITY		39,838,202
	TOTAL TIAA-CREF FUNDS		135,464,170
	(Cost $123,184,661)
	TOTAL INVESTMENTS - 99.4%		135,464,170
	(Cost $123,184,661)
	OTHER ASSETS & LIABILITIES, NET - 0.6%		775,381
	NET ASSETS - 100.0%	$	136,239,551

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

1

TIAA-CREF LIFECYCLE FUNDS – Lifecycle 2010 Fund

TIAA-CREF LIFECYCLE FUNDS

LIFECYCLE 2010 FUND

SCHEDULE OF INVESTMENTS (unaudited)

February 29, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.7%(a)
FIXED INCOME - 37.6%
25,419,690	TIAA-CREF Bond Fund	$	270,465,501
643,138	TIAA-CREF Bond Plus Fund		6,817,258
679,384	TIAA-CREF High-Yield Fund		6,848,188
	TOTAL FIXED INCOME		284,130,947
INFLATION-PROTECTED ASSETS - 6.5%
4,014,182	TIAA-CREF Inflation-Linked Bond Fund		49,173,728
	TOTAL INFLATION-PROTECTED ASSETS		49,173,728
INTERNATIONAL EQUITY - 13.5%
2,281,520	TIAA-CREF Emerging Markets Equity Fund		24,754,496
5,022,459	TIAA-CREF Enhanced International Equity Index Fund		34,102,496
769,620	TIAA-CREF Global Natural Resources Fund		8,419,642
3,938,802	TIAA-CREF International Equity Fund		34,385,740
	TOTAL INTERNATIONAL EQUITY		101,662,374
SHORT-TERM FIXED INCOME - 6.5%
4,732,183	TIAA-CREF Short-Term Bond Fund		49,214,700
	TOTAL SHORT-TERM FIXED INCOME		49,214,700
U.S. EQUITY - 35.6%
5,254,352	TIAA-CREF Enhanced Large-Cap Growth Index Fund		50,231,605
5,929,760	TIAA-CREF Enhanced Large-Cap Value Index Fund		48,861,221
4,189,014	TIAA-CREF Growth & Income Fund		42,225,261
4,350,953	TIAA-CREF Large-Cap Growth Fund		50,166,493
3,656,292	TIAA-CREF Large-Cap Value Fund		48,884,622
186,030	TIAA-CREF Mid-Cap Growth Fund		3,722,468
206,364	TIAA-CREF Mid-Cap Value Fund		3,714,552
1,436,070	TIAA-CREF Small-Cap Equity Fund		21,124,584
	TOTAL U.S. EQUITY		268,930,806
	TOTAL TIAA-CREF FUNDS		753,112,555
	(Cost $701,062,598)
	TOTAL INVESTMENTS - 99.7%		753,112,555
	(Cost $701,062,598)
	OTHER ASSETS & LIABILITIES, NET - 0.3%		2,168,551
	NET ASSETS - 100.0%	$	755,281,106

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

2

TIAA-CREF LIFECYCLE FUNDS – Lifecycle 2015 Fund

TIAA-CREF LIFECYCLE FUNDS

LIFECYCLE 2015 FUND

SCHEDULE OF INVESTMENTS (unaudited)

February 29, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.6%(a)
FIXED INCOME - 34.5%
30,847,156	TIAA-CREF Bond Fund	$	328,213,737
1,625,976	TIAA-CREF Bond Plus Fund		17,235,349
1,716,603	TIAA-CREF High-Yield Fund		17,303,361
	TOTAL FIXED INCOME		362,752,447
INFLATION-PROTECTED ASSETS - 4.5%
3,889,913	TIAA-CREF Inflation-Linked Bond Fund		47,651,430
	TOTAL INFLATION-PROTECTED ASSETS		47,651,430
INTERNATIONAL EQUITY - 15.4%
3,622,712	TIAA-CREF Emerging Markets Equity Fund		39,306,424
7,974,310	TIAA-CREF Enhanced International Equity Index Fund		54,145,566
1,225,103	TIAA-CREF Global Natural Resources Fund		13,402,625
6,301,640	TIAA-CREF International Equity Fund		55,013,315
	TOTAL INTERNATIONAL EQUITY		161,867,930
SHORT-TERM FIXED INCOME - 4.6%
4,584,721	TIAA-CREF Short-Term Bond Fund		47,681,094
	TOTAL SHORT-TERM FIXED INCOME		47,681,094
U.S. EQUITY - 40.6%
8,323,399	TIAA-CREF Enhanced Large-Cap Growth Index Fund		79,571,698
9,391,375	TIAA-CREF Enhanced Large-Cap Value Index Fund		77,384,929
6,636,531	TIAA-CREF Growth & Income Fund		66,896,237
6,890,902	TIAA-CREF Large-Cap Growth Fund		79,452,104
5,795,467	TIAA-CREF Large-Cap Value Fund		77,485,393
295,804	TIAA-CREF Mid-Cap Growth Fund		5,919,044
327,391	TIAA-CREF Mid-Cap Value Fund		5,893,044
2,275,806	TIAA-CREF Small-Cap Equity Fund		33,477,105
	TOTAL U.S. EQUITY		426,079,554
	TOTAL TIAA-CREF FUNDS		1,046,032,455
	(Cost $976,887,924)
	TOTAL INVESTMENTS - 99.6%		1,046,032,455
	(Cost $976,887,924)
	OTHER ASSETS & LIABILITIES, NET - 0.4%		4,508,027
	NET ASSETS - 100.0%	$	1,050,540,482

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds

3

TIAA-CREF LIFECYCLE FUNDS – Lifecycle 2020 Fund

TIAA-CREF LIFECYCLE FUNDS

LIFECYCLE 2020 FUND

SCHEDULE OF INVESTMENTS (unaudited)

February 29, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.6%(a)
FIXED INCOME - 30.5%
30,121,397	TIAA-CREF Bond Fund	$	320,491,659
4,015,499	TIAA-CREF Bond Plus Fund		42,564,288
3,388,394	TIAA-CREF High-Yield Fund		34,155,009
	TOTAL FIXED INCOME		397,210,956
INFLATION-PROTECTED ASSETS - 2.6%
2,733,433	TIAA-CREF Inflation-Linked Bond Fund		33,484,549
	TOTAL INFLATION-PROTECTED ASSETS		33,484,549
INTERNATIONAL EQUITY - 17.6%
5,149,378	TIAA-CREF Emerging Markets Equity Fund		55,870,754
11,331,465	TIAA-CREF Enhanced International Equity Index Fund		76,940,646
1,729,437	TIAA-CREF Global Natural Resources Fund		18,920,045
8,916,309	TIAA-CREF International Equity Fund		77,839,375
	TOTAL INTERNATIONAL EQUITY		229,570,820
SHORT-TERM FIXED INCOME - 2.6%
3,223,430	TIAA-CREF Short-Term Bond Fund		33,523,667
	TOTAL SHORT-TERM FIXED INCOME		33,523,667
U.S. EQUITY - 46.3%
11,756,921	TIAA-CREF Enhanced Large-Cap Growth Index Fund		112,396,168
13,267,705	TIAA-CREF Enhanced Large-Cap Value Index Fund		109,325,889
9,380,261	TIAA-CREF Growth & Income Fund		94,553,034
9,733,633	TIAA-CREF Large-Cap Growth Fund		112,228,783
8,194,017	TIAA-CREF Large-Cap Value Fund		109,554,014
420,832	TIAA-CREF Mid-Cap Growth Fund		8,420,858
463,423	TIAA-CREF Mid-Cap Value Fund		8,341,613
3,218,629	TIAA-CREF Small-Cap Equity Fund		47,346,032
	TOTAL U.S. EQUITY		602,166,391
	TOTAL TIAA-CREF FUNDS		1,295,956,383
	(Cost $1,200,097,959)
	TOTAL INVESTMENTS - 99.6%		1,295,956,383
	(Cost $1,200,097,959)
	OTHER ASSETS & LIABILITIES, NET - 0.4%		5,400,190
	NET ASSETS - 100.0%	$	1,301,356,573

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

4

TIAA-CREF LIFECYCLE FUNDS – Lifecycle 2025 Fund

TIAA-CREF LIFECYCLE FUNDS

LIFECYCLE 2025 FUND

SCHEDULE OF INVESTMENTS (unaudited)

February 29, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.5%(a)
FIXED INCOME - 26.6%
20,556,432	TIAA-CREF Bond Fund	$	218,720,440
6,044,019	TIAA-CREF Bond Plus Fund		64,066,603
4,386,915	TIAA-CREF High-Yield Fund		44,220,102
	TOTAL FIXED INCOME		327,007,145
INFLATION-PROTECTED ASSETS - 0.6%
632,469	TIAA-CREF Inflation-Linked Bond Fund		7,747,750
	TOTAL INFLATION-PROTECTED ASSETS		7,747,750
INTERNATIONAL EQUITY - 19.8%
5,459,851	TIAA-CREF Emerging Markets Equity Fund		59,239,380
11,995,853	TIAA-CREF Enhanced International Equity Index Fund		81,451,840
1,815,104	TIAA-CREF Global Natural Resources Fund		19,857,234
9,483,169	TIAA-CREF International Equity Fund		82,788,065
	TOTAL INTERNATIONAL EQUITY		243,336,519
SHORT-TERM FIXED INCOME - 0.7%
745,955	TIAA-CREF Short-Term Bond Fund		7,757,932
	TOTAL SHORT-TERM FIXED INCOME		7,757,932
U.S. EQUITY - 51.8%
12,410,465	TIAA-CREF Enhanced Large-Cap Growth Index Fund		118,644,048
14,014,061	TIAA-CREF Enhanced Large-Cap Value Index Fund		115,475,864
9,896,979	TIAA-CREF Growth & Income Fund		99,761,547
10,273,828	TIAA-CREF Large-Cap Growth Fund		118,457,241
8,663,282	TIAA-CREF Large-Cap Value Fund		115,828,076
446,522	TIAA-CREF Mid-Cap Growth Fund		8,934,908
490,119	TIAA-CREF Mid-Cap Value Fund		8,822,149
3,391,709	TIAA-CREF Small-Cap Equity Fund		49,892,040
	TOTAL U.S. EQUITY		635,815,873
	TOTAL TIAA-CREF FUNDS		1,221,665,219
	(Cost $1,125,106,988)
	TOTAL INVESTMENTS - 99.5%		1,221,665,219
	(Cost $1,125,106,988)
	OTHER ASSETS & LIABILITIES, NET - 0.5%		6,690,712
	NET ASSETS - 100.0%	$	1,228,355,931

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

5

TIAA-CREF LIFECYCLE FUNDS – Lifecycle 2030 Fund

TIAA-CREF LIFECYCLE FUNDS
LIFECYCLE 2030 FUND
SCHEDULE OF INVESTMENTS (unaudited)
February 29, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.5%(a)
FIXED INCOME - 20.1%
11,441,224	TIAA-CREF Bond Fund	$	121,734,628
6,503,978	TIAA-CREF Bond Plus Fund		68,942,164
4,581,957	TIAA-CREF High-Yield Fund		46,186,128
	TOTAL FIXED INCOME		236,862,920
INTERNATIONAL EQUITY - 21.9%
5,785,346	TIAA-CREF Emerging Markets Equity Fund		62,771,004
12,721,171	TIAA-CREF Enhanced International Equity Index Fund		86,376,753
1,939,826	TIAA-CREF Global Natural Resources Fund		21,221,695
10,087,259	TIAA-CREF International Equity Fund		88,061,767
	TOTAL INTERNATIONAL EQUITY		258,431,219
U.S. EQUITY - 57.5%
13,265,705	TIAA-CREF Enhanced Large-Cap Growth Index Fund		126,820,140
14,966,838	TIAA-CREF Enhanced Large-Cap Value Index Fund		123,326,748
10,571,128	TIAA-CREF Growth & Income Fund		106,556,971
10,973,790	TIAA-CREF Large-Cap Growth Fund		126,527,803
9,214,537	TIAA-CREF Large-Cap Value Fund		123,198,360
473,856	TIAA-CREF Mid-Cap Growth Fund		9,481,849
520,185	TIAA-CREF Mid-Cap Value Fund		9,363,339
3,619,196	TIAA-CREF Small-Cap Equity Fund		53,238,375
	TOTAL U.S. EQUITY		678,513,585
	TOTAL TIAA-CREF FUNDS		1,173,807,724
	(Cost $1,069,084,252)
	TOTAL INVESTMENTS - 99.5%		1,173,807,724
	(Cost $1,069,084,252)
	OTHER ASSETS & LIABILITIES, NET - 0.5%		5,485,412
	NET ASSETS - 100.0%	$	1,179,293,136

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

6

TIAA-CREF LIFECYCLE FUNDS – Lifecycle 2035 Fund

TIAA-CREF LIFECYCLE FUNDS
LIFECYCLE 2035 FUND
SCHEDULE OF INVESTMENTS (unaudited)
February 29, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.4%(a)
FIXED INCOME - 12.4%
2,860,593	TIAA-CREF Bond Fund	$	30,436,713
6,541,834	TIAA-CREF Bond Plus Fund		69,343,438
4,600,841	TIAA-CREF High-Yield Fund		46,376,476
	TOTAL FIXED INCOME		146,156,627
INTERNATIONAL EQUITY - 24.0%
6,291,494	TIAA-CREF Emerging Markets Equity Fund		68,262,710
13,847,441	TIAA-CREF Enhanced International Equity Index Fund		94,024,122
2,133,354	TIAA-CREF Global Natural Resources Fund		23,338,891
10,984,839	TIAA-CREF International Equity Fund		95,897,640
	TOTAL INTERNATIONAL EQUITY		281,523,363
U.S. EQUITY - 63.0%
14,477,060	TIAA-CREF Enhanced Large-Cap Growth Index Fund		138,400,690
16,330,944	TIAA-CREF Enhanced Large-Cap Value Index Fund		134,566,975
11,534,577	TIAA-CREF Growth & Income Fund		116,268,535
11,973,026	TIAA-CREF Large-Cap Growth Fund		138,048,989
10,043,944	TIAA-CREF Large-Cap Value Fund		134,287,529
515,357	TIAA-CREF Mid-Cap Growth Fund		10,312,288
566,698	TIAA-CREF Mid-Cap Value Fund		10,200,567
3,950,769	TIAA-CREF Small-Cap Equity Fund		58,115,817
	TOTAL U.S. EQUITY		740,201,390
	TOTAL TIAA-CREF FUNDS		1,167,881,380
	(Cost $1,050,659,653)
	TOTAL INVESTMENTS - 99.4%		1,167,881,380
	(Cost $1,050,659,653)
	OTHER ASSETS & LIABILITIES, NET - 0.6%		6,620,121
	NET ASSETS - 100.0%	$	1,174,501,501

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

7

TIAA-CREF LIFECYCLE FUNDS – Lifecycle 2040 Fund

TIAA-CREF LIFECYCLE FUNDS
LIFECYCLE 2040 FUND
SCHEDULE OF INVESTMENTS (unaudited)
February 29, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.5%(a)
FIXED INCOME - 9.9%
9,301,009	TIAA-CREF Bond Plus Fund	$	98,590,700
6,538,082	TIAA-CREF High-Yield Fund		65,903,864
	TOTAL FIXED INCOME		164,494,564
INTERNATIONAL EQUITY - 24.7%
9,169,555	TIAA-CREF Emerging Markets Equity Fund		99,489,668
20,177,365	TIAA-CREF Enhanced International Equity Index Fund		137,004,308
3,113,381	TIAA-CREF Global Natural Resources Fund		34,060,389
16,049,937	TIAA-CREF International Equity Fund		140,115,946
	TOTAL INTERNATIONAL EQUITY		410,670,311
U.S. EQUITY - 64.9%
21,099,962	TIAA-CREF Enhanced Large-Cap Growth Index Fund		201,715,634
23,798,704	TIAA-CREF Enhanced Large-Cap Value Index Fund		196,101,324
16,812,465	TIAA-CREF Growth & Income Fund		169,469,648
17,445,767	TIAA-CREF Large-Cap Growth Fund		201,149,688
14,636,080	TIAA-CREF Large-Cap Value Fund		195,684,392
749,841	TIAA-CREF Mid-Cap Growth Fund		15,004,313
825,646	TIAA-CREF Mid-Cap Value Fund		14,861,626
5,760,936	TIAA-CREF Small-Cap Equity Fund		84,743,369
	TOTAL U.S. EQUITY		1,078,729,994
	TOTAL TIAA-CREF FUNDS		1,653,894,869
	(Cost $1,476,224,776)
	TOTAL INVESTMENTS - 99.5%		1,653,894,869
	(Cost $1,476,224,776)
	OTHER ASSETS & LIABILITIES, NET - 0.5%		8,085,615
	NET ASSETS - 100.0%	$	1,661,980,484

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

8

TIAA-CREF LIFECYCLE FUNDS – Lifecycle 2045 Fund

TIAA-CREF LIFECYCLE FUNDS
LIFECYCLE 2045 FUND
SCHEDULE OF INVESTMENTS (unaudited)
February 29, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.1%(a)
FIXED INCOME - 10.0%
1,620,726	TIAA-CREF Bond Plus Fund	$	17,179,694
1,137,465	TIAA-CREF High-Yield Fund		11,465,650
	TOTAL FIXED INCOME		28,645,344
INTERNATIONAL EQUITY - 24.4%
1,573,350	TIAA-CREF Emerging Markets Equity Fund		17,070,852
3,472,264	TIAA-CREF Enhanced International Equity Index Fund		23,576,672
538,473	TIAA-CREF Global Natural Resources Fund		5,890,899
2,699,075	TIAA-CREF International Equity Fund		23,562,921
	TOTAL INTERNATIONAL EQUITY		70,101,344
U.S. EQUITY - 64.7%
3,637,914	TIAA-CREF Enhanced Large-Cap Growth Index Fund		34,778,456
4,105,747	TIAA-CREF Enhanced Large-Cap Value Index Fund		33,831,358
2,896,715	TIAA-CREF Growth & Income Fund		29,198,889
3,015,949	TIAA-CREF Large-Cap Growth Fund		34,773,888
2,532,142	TIAA-CREF Large-Cap Value Fund		33,854,744
128,358	TIAA-CREF Mid-Cap Growth Fund		2,568,440
143,251	TIAA-CREF Mid-Cap Value Fund		2,578,523
990,061	TIAA-CREF Small-Cap Equity Fund		14,563,796
	TOTAL U.S. EQUITY		186,148,094
	TOTAL TIAA-CREF FUNDS		284,894,782
	(Cost $255,872,546)
	TOTAL INVESTMENTS - 99.1%		284,894,782
	(Cost $255,872,546)
	OTHER ASSETS & LIABILITIES, NET - 0.9%		2,716,361
	NET ASSETS - 100.0%	$	287,611,143

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

9

TIAA-CREF LIFECYCLE FUNDS – Lifecycle 2050 Fund

TIAA-CREF LIFECYCLE FUNDS
LIFECYCLE 2050 FUND
SCHEDULE OF INVESTMENTS (unaudited)
February 29, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.2%(a)
FIXED INCOME - 10.0%
867,747	TIAA-CREF Bond Plus Fund	$	9,198,118
609,022	TIAA-CREF High-Yield Fund		6,138,945
	TOTAL FIXED INCOME		15,337,063
INTERNATIONAL EQUITY - 24.4%
843,840	TIAA-CREF Emerging Markets Equity Fund		9,155,661
1,862,753	TIAA-CREF Enhanced International Equity Index Fund		12,648,093
291,454	TIAA-CREF Global Natural Resources Fund		3,188,505
1,448,202	TIAA-CREF International Equity Fund		12,642,801
	TOTAL INTERNATIONAL EQUITY		37,635,060
U.S. EQUITY - 64.8%
1,946,246	TIAA-CREF Enhanced Large-Cap Growth Index Fund		18,606,115
2,196,683	TIAA-CREF Enhanced Large-Cap Value Index Fund		18,100,671
1,550,388	TIAA-CREF Growth & Income Fund		15,627,911
1,616,297	TIAA-CREF Large-Cap Growth Fund		18,635,903
1,354,504	TIAA-CREF Large-Cap Value Fund		18,109,713
68,624	TIAA-CREF Mid-Cap Growth Fund		1,373,160
76,388	TIAA-CREF Mid-Cap Value Fund		1,374,976
529,456	TIAA-CREF Small-Cap Equity Fund		7,788,295
	TOTAL U.S. EQUITY		99,616,744
	TOTAL TIAA-CREF FUNDS		152,588,867
	(Cost $137,911,068)
	TOTAL INVESTMENTS - 99.2%		152,588,867
	(Cost $137,911,068)
	OTHER ASSETS & LIABILITIES, NET - 0.8%		1,179,637
	NET ASSETS - 100.0%	$	153,768,504

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

10

TIAA-CREF LIFECYCLE FUNDS – Lifecycle 2055 Fund

TIAA-CREF LIFECYCLE FUNDS
LIFECYCLE 2055 FUND
SCHEDULE OF INVESTMENTS (unaudited)
February 29, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.5%(a)
FIXED INCOME - 10.0%
67,920	TIAA-CREF Bond Plus Fund	$	719,948
47,757	TIAA-CREF High-Yield Fund		481,388
	TOTAL FIXED INCOME		1,201,336
INTERNATIONAL EQUITY - 24.5%
66,259	TIAA-CREF Emerging Markets Equity Fund		718,912
146,079	TIAA-CREF Enhanced International Equity Index Fund		991,875
23,000	TIAA-CREF Global Natural Resources Fund		251,624
113,531	TIAA-CREF International Equity Fund		991,128
	TOTAL INTERNATIONAL EQUITY		2,953,539
U.S. EQUITY - 65.0%
153,024	TIAA-CREF Enhanced Large-Cap Growth Index Fund		1,462,913
172,699	TIAA-CREF Enhanced Large-Cap Value Index Fund		1,423,037
121,915	TIAA-CREF Growth & Income Fund		1,228,907
127,019	TIAA-CREF Large-Cap Growth Fund		1,464,528
106,465	TIAA-CREF Large-Cap Value Fund		1,423,431
5,408	TIAA-CREF Mid-Cap Growth Fund		108,212
6,006	TIAA-CREF Mid-Cap Value Fund		108,109
41,611	TIAA-CREF Small-Cap Equity Fund		612,091
	TOTAL U.S. EQUITY		7,831,228
	TOTAL TIAA-CREF FUNDS		11,986,103
	(Cost $12,066,384)
	TOTAL INVESTMENTS - 99.5%		11,986,103
	(Cost $12,066,384)
	OTHER ASSETS & LIABILITIES, NET - 0.5%		61,539
	NET ASSETS - 100.0%	$	12,047,642

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

11

TIAA-CREF LIFECYCLE FUNDS – Notes to Schedules of Investments (unaudited)

Note 1—organization and significant accounting policies

The Lifecycle Funds (the “Funds,” each individually referred to as a “Fund”) are a sub-family of mutual funds offered by the TIAA-CREF Funds (the “Trust”), a Delaware statutory trust, that was organized on April 15, 1999 and is registered with the Securities and Exchange Commission (“Commission”) under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company.

Each Fund is a “fund of funds” that diversifies its assets by investing in Institutional Class shares of other funds of the Trust and potentially other investment pools or investment products. The Funds offer their shares, without a sales load, through their principal underwriter, Teachers Personal Investors Services, Inc. (“TPIS”), which is a wholly owned indirect subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”). Teachers Advisors Inc. (“Advisors”), a wholly owned indirect subsidiary of TIAA, which is registered with the Commission as an investment adviser, provides investment management services for the Funds. The Funds offer up to four share classes, although any one Fund may not necessarily offer all four classes. The Funds may offer Institutional, Retirement, Retail and Premier Classes of shares. Each class differs by the allocation of class-specific expenses and voting rights in matters affecting a single class.

The accompanying schedules of investments were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which may require the use of estimates made by management. Actual results may differ from those estimates. The following is a summary of the significant accounting policies consistently followed by the Funds.

Security valuation: The Funds’ investments in securities are recorded at their estimated fair value as described in the valuation of investments note to the schedules of investments.

Investment transactions: Securities transactions are accounted for as of the trade date for financial reporting purposes.

Transactions with affiliates: The Funds may purchase or sell investment securities in transactions with affiliated entities under procedures adopted by the Board of Trustees (“Board”), pursuant to the 1940 Act. These transactions are effected at market rates without incurring broker commissions.

Note 2—valuation of investments

Portfolio investments are valued at fair value utilizing various valuation methods approved by the Board. U.S. GAAP establishes a hierarchy that prioritizes market inputs to valuation methods. The three levels of inputs are:

• Level 1 – quoted prices in active markets for identical securities

• Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

• Level 3 – significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

12

TIAA-CREF LIFECYCLE FUNDS – Notes to Schedules of Investments (unaudited)

A description of the valuation techniques applied to the Funds’ major categories of assets and liabilities measured at fair value follows:

Investments in registered investment companies: These investments are valued at net asset value on the valuation date. These investments are categorized in Level 1 of the fair value hierarchy.

Transfers between levels are recognized at the end of the reporting period. For the period ended February 29, 2012, there were no transfers between levels by the Funds.

As of February 29, 2012, all of the investments in the Lifecycle Funds were valued based on Level 1 inputs.

Note 3—investments

Net unrealized appreciation (depreciation): At February 29, 2012, net unrealized appreciation (depreciation) based on the aggregate cost of portfolio investments for federal income tax purposes, consisting of gross unrealized appreciation and gross unrealized depreciation, was as follows:

Fund	Book cost		Gross unrealized appreciation		Gross unrealized (depreciation)			Net unrealized appreciation (depreciation)
Lifecycle Retirement Income	$	123,184,661	$	12,284,283	$	(4,774	)	$	12,279,509
Lifecycle 2010		701,062,598		55,414,916		(3,364,959	)		52,049,957
Lifecycle 2015		976,887,924		76,489,162		(7,344,631	)		69,144,531
Lifecycle 2020		1,200,097,959		101,908,830		(6,050,406	)		95,858,424
Lifecycle 2025		1,125,106,988		101,734,889		(5,176,658	)		96,558,231
Lifecycle 2030		1,069,084,252		108,549,327		(3,825,855	)		104,723,472
Lifecycle 2035		1,050,659,653		119,563,474		(2,341,747	)		117,221,727
Lifecycle 2040		1,476,224,776		181,321,417		(3,651,324	)		177,670,093
Lifecycle 2045		255,872,546		29,022,236		—			29,022,236
Lifecycle 2050		137,911,068		14,677,799		—			14,677,799
Lifecycle 2055		12,066,384		155,712		(235,993	)		(80,281	)

13

Item 1. Schedule of Investments.

TIAA-CREF LIFECYCLE INDEX FUNDS – Lifecycle Index Retirement Income Fund

TIAA-CREF LIFECYCLE INDEX FUNDS
LIFECYCLE INDEX RETIREMENT INCOME FUND
SCHEDULE OF INVESTMENTS (unaudited)
February 29, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.9%(a)
FIXED INCOME - 50.1%
660,167	TIAA-CREF Bond Index Fund	$	7,156,206
	TOTAL FIXED INCOME		7,156,206
INFLATION-PROTECTED ASSETS - 10.0%
116,668	TIAA-CREF Inflation-Linked Bond Fund		1,429,183
	TOTAL INFLATION-PROTECTED ASSETS		1,429,183
INTERNATIONAL EQUITY - 9.9%
34,493	TIAA-CREF Emerging Markets Equity Index Fund		379,073
66,734	TIAA-CREF International Equity Index Fund		1,043,713
	TOTAL INTERNATIONAL EQUITY		1,422,786
U.S. EQUITY - 29.9%
411,236	TIAA-CREF Equity Index Fund		4,276,858
	TOTAL U.S. EQUITY		4,276,858
	TOTAL TIAA-CREF FUNDS		14,285,033
	(Cost $13,008,443)
	TOTAL INVESTMENTS - 99.9%		14,285,033
	(Cost $13,008,443)
	OTHER ASSETS & LIABILITIES, NET - 0.1%		8,455
	NET ASSETS - 100.0%	$	14,293,488

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

1

TIAA-CREF LIFECYCLE INDEX FUNDS – Lifecycle Index 2010 Fund

TIAA-CREF LIFECYCLE INDEX FUNDS
LIFECYCLE INDEX 2010 FUND
SCHEDULE OF INVESTMENTS (unaudited)
February 29, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 100.0%(a)
FIXED INCOME - 44.8%
3,323,246	TIAA-CREF Bond Index Fund	$	36,023,985
	TOTAL FIXED INCOME		36,023,985
INFLATION-PROTECTED ASSETS - 6.6%
434,788	TIAA-CREF Inflation-Linked Bond Fund		5,326,153
	TOTAL INFLATION-PROTECTED ASSETS		5,326,153
INTERNATIONAL EQUITY - 12.2%
236,717	TIAA-CREF Emerging Markets Equity Index Fund		2,601,524
458,329	TIAA-CREF International Equity Index Fund		7,168,259
	TOTAL INTERNATIONAL EQUITY		9,769,783
U.S. EQUITY - 36.4%
2,816,125	TIAA-CREF Equity Index Fund		29,287,695
	TOTAL U.S. EQUITY		29,287,695
	TOTAL TIAA-CREF FUNDS		80,407,616
	(Cost $73,292,205)
	TOTAL INVESTMENTS - 100.0%		80,407,616
	(Cost $73,292,205)
	OTHER ASSETS & LIABILITIES, NET - 0.0%		25,484
	NET ASSETS - 100.0%	$	80,433,100

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

2

TIAA-CREF LIFECYCLE INDEX FUNDS – Lifecycle Index 2015 Fund

TIAA-CREF LIFECYCLE INDEX FUNDS
LIFECYCLE INDEX 2015 FUND
SCHEDULE OF INVESTMENTS (unaudited)
February 29, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.5%(a)
FIXED INCOME - 39.6%
4,671,866	TIAA-CREF Bond Index Fund	$	50,643,026
	TOTAL FIXED INCOME		50,643,026
INFLATION-PROTECTED ASSETS - 4.6%
481,292	TIAA-CREF Inflation-Linked Bond Fund		5,895,826
	TOTAL INFLATION-PROTECTED ASSETS		5,895,826
INTERNATIONAL EQUITY - 13.8%
428,961	TIAA-CREF Emerging Markets Equity Index Fund		4,714,278
830,012	TIAA-CREF International Equity Index Fund		12,981,383
	TOTAL INTERNATIONAL EQUITY		17,695,661
U.S. EQUITY - 41.5%
5,099,449	TIAA-CREF Equity Index Fund		53,034,271
	TOTAL U.S. EQUITY		53,034,271
	TOTAL TIAA-CREF FUNDS		127,268,784
	(Cost $116,046,789)
	TOTAL INVESTMENTS - 99.5%		127,268,784
	(Cost $116,046,789)
	OTHER ASSETS & LIABILITIES, NET - 0.5%		654,069
	NET ASSETS - 100.0%	$	127,922,853

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

3

TIAA-CREF LIFECYCLE INDEX FUNDS – Lifecycle Index 2020 Fund

TIAA-CREF LIFECYCLE INDEX FUNDS
LIFECYCLE INDEX 2020 FUND
SCHEDULE OF INVESTMENTS (unaudited)
February 29, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.6%(a)
FIXED INCOME - 33.7%
4,751,669	TIAA-CREF Bond Index Fund	$	51,508,087
	TOTAL FIXED INCOME		51,508,087
INFLATION-PROTECTED ASSETS - 2.6%
328,651	TIAA-CREF Inflation-Linked Bond Fund		4,025,973
	TOTAL INFLATION-PROTECTED ASSETS		4,025,973
INTERNATIONAL EQUITY - 15.8%
588,082	TIAA-CREF Emerging Markets Equity Index Fund		6,463,019
1,137,873	TIAA-CREF International Equity Index Fund		17,796,327
	TOTAL INTERNATIONAL EQUITY		24,259,346
U.S. EQUITY - 47.5%
6,989,754	TIAA-CREF Equity Index Fund		72,693,446
	TOTAL U.S. EQUITY		72,693,446
	TOTAL TIAA-CREF FUNDS		152,486,852
	(Cost $138,498,314)
	TOTAL INVESTMENTS - 99.6%		152,486,852
	(Cost $138,498,314)
	OTHER ASSETS & LIABILITIES, NET - 0.4%		542,077
	NET ASSETS - 100.0%	$	153,028,929

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

4

TIAA-CREF LIFECYCLE INDEX FUNDS – Lifecycle Index 2025 Fund

TIAA-CREF LIFECYCLE INDEX FUNDS

LIFECYCLE INDEX 2025 FUND

SCHEDULE OF INVESTMENTS (unaudited)

February 29, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.6%(a)
FIXED INCOME - 27.6%
3,655,440	TIAA-CREF Bond Index Fund	$	39,624,967
	TOTAL FIXED INCOME		39,624,967
INFLATION-PROTECTED ASSETS - 0.7%
75,927	TIAA-CREF Inflation-Linked Bond Fund		930,105
	TOTAL INFLATION-PROTECTED ASSETS		930,105
INTERNATIONAL EQUITY - 17.8%
619,555	TIAA-CREF Emerging Markets Equity Index Fund		6,808,904
1,200,150	TIAA-CREF International Equity Index Fund		18,770,349
	TOTAL INTERNATIONAL EQUITY		25,579,253
U.S. EQUITY - 53.5%
7,367,971	TIAA-CREF Equity Index Fund		76,626,894
	TOTAL U.S. EQUITY		76,626,894
	TOTAL TIAA-CREF FUNDS		142,761,219
	(Cost $129,366,401)
	TOTAL INVESTMENTS - 99.6%		142,761,219
	(Cost $129,366,401)
	OTHER ASSETS & LIABILITIES, NET - 0.4%		567,096
	NET ASSETS - 100.0%	$	143,328,315

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

5

TIAA-CREF LIFECYCLE INDEX FUNDS – Lifecycle Index 2030 Fund

TIAA-CREF LIFECYCLE INDEX FUNDS

LIFECYCLE INDEX 2030 FUND

SCHEDULE OF INVESTMENTS (unaudited)

February 29, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.7%(a)
FIXED INCOME - 20.3%
2,907,752	TIAA-CREF Bond Index Fund	$	31,520,032
	TOTAL FIXED INCOME		31,520,032
INTERNATIONAL EQUITY - 19.9%
746,689	TIAA-CREF Emerging Markets Equity Index Fund		8,206,115
1,446,011	TIAA-CREF International Equity Index Fund		22,615,609
	TOTAL INTERNATIONAL EQUITY		30,821,724
U.S. EQUITY - 59.5%
8,869,995	TIAA-CREF Equity Index Fund		92,247,944
	TOTAL U.S. EQUITY		92,247,944
	TOTAL TIAA-CREF FUNDS		154,589,700
	(Cost $139,317,453)
	TOTAL INVESTMENTS - 99.7%		154,589,700
	(Cost $139,317,453)
	OTHER ASSETS & LIABILITIES, NET - 0.3%		495,558
	NET ASSETS - 100.0%	$	155,085,258

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

6

TIAA-CREF LIFECYCLE INDEX FUNDS – Lifecycle Index 2035 Fund

TIAA-CREF LIFECYCLE INDEX FUNDS
LIFECYCLE INDEX 2035 FUND
SCHEDULE OF INVESTMENTS (unaudited)
February 29, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.6%(a)
FIXED INCOME - 12.3%
1,658,616	TIAA-CREF Bond Index Fund	$	17,979,398
	TOTAL FIXED INCOME		17,979,398
INTERNATIONAL EQUITY - 21.9%
774,396	TIAA-CREF Emerging Markets Equity Index Fund		8,510,610
1,499,168	TIAA-CREF International Equity Index Fund		23,446,985
	TOTAL INTERNATIONAL EQUITY		31,957,595
U.S. EQUITY - 65.4%
9,179,664	TIAA-CREF Equity Index Fund		95,468,504
	TOTAL U.S. EQUITY		95,468,504
	TOTAL TIAA-CREF FUNDS		145,405,497
	(Cost $130,440,638)
	TOTAL INVESTMENTS - 99.6%		145,405,497
	(Cost $130,440,638)
	OTHER ASSETS & LIABILITIES, NET - 0.4%		581,382
	NET ASSETS - 100.0%	$	145,986,879

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

7

TIAA-CREF LIFECYCLE INDEX FUNDS – Lifecycle Index 2040 Fund

TIAA-CREF LIFECYCLE INDEX FUNDS
LIFECYCLE INDEX 2040 FUND
SCHEDULE OF INVESTMENTS (unaudited)
February 29, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.6%(a)
FIXED INCOME - 9.7%
1,747,409	TIAA-CREF Bond Index Fund	$	18,941,913
	TOTAL FIXED INCOME		18,941,913
INTERNATIONAL EQUITY - 22.6%
1,075,491	TIAA-CREF Emerging Markets Equity Index Fund		11,819,650
2,082,311	TIAA-CREF International Equity Index Fund		32,567,339
	TOTAL INTERNATIONAL EQUITY		44,386,989
U.S. EQUITY - 67.3%
12,709,121	TIAA-CREF Equity Index Fund		132,174,854
	TOTAL U.S. EQUITY		132,174,854
	TOTAL TIAA-CREF FUNDS		195,503,756
	(Cost $174,194,981)
	TOTAL INVESTMENTS - 99.6%		195,503,756
	(Cost $174,194,981)
	OTHER ASSETS & LIABILITIES, NET - 0.4%		789,851
	NET ASSETS - 100.0%	$	196,293,607

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

8

TIAA-CREF LIFECYCLE INDEX FUNDS – Lifecycle Index 2045 Fund

TIAA-CREF LIFECYCLE INDEX FUNDS
LIFECYCLE INDEX 2045 FUND
SCHEDULE OF INVESTMENTS (unaudited)
February 29, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.2%(a)
FIXED INCOME - 9.6%
471,005	TIAA-CREF Bond Index Fund	$	5,105,698
	TOTAL FIXED INCOME		5,105,698
INTERNATIONAL EQUITY - 22.6%
290,116	TIAA-CREF Emerging Markets Equity Index Fund		3,188,380
562,089	TIAA-CREF International Equity Index Fund		8,791,079
	TOTAL INTERNATIONAL EQUITY		11,979,459
U.S. EQUITY - 67.0%
3,424,231	TIAA-CREF Equity Index Fund		35,612,006
	TOTAL U.S. EQUITY		35,612,006
	TOTAL TIAA-CREF FUNDS		52,697,163
	(Cost $47,595,572)
	TOTAL INVESTMENTS - 99.2%		52,697,163
	(Cost $47,595,572)
	OTHER ASSETS & LIABILITIES, NET - 0.8%		447,875
	NET ASSETS - 100.0%	$	53,145,038

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

9

TIAA-CREF LIFECYCLE INDEX FUNDS – Lifecycle Index 2050 Fund

TIAA-CREF LIFECYCLE INDEX FUNDS
LIFECYCLE INDEX 2050 FUND
SCHEDULE OF INVESTMENTS (unaudited)
February 29, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.3%(a)
FIXED INCOME - 9.7%
307,014	TIAA-CREF Bond Index Fund	$	3,328,032
	TOTAL FIXED INCOME		3,328,032
INTERNATIONAL EQUITY - 22.6%
187,918	TIAA-CREF Emerging Markets Equity Index Fund		2,065,221
364,102	TIAA-CREF International Equity Index Fund		5,694,563
	TOTAL INTERNATIONAL EQUITY		7,759,784
U.S. EQUITY - 67.0%
2,217,046	TIAA-CREF Equity Index Fund		23,057,279
	TOTAL U.S. EQUITY		23,057,279
	TOTAL TIAA-CREF FUNDS		34,145,095
	(Cost $30,678,461)
	TOTAL INVESTMENTS - 99.3%		34,145,095
	(Cost $30,678,461)
	OTHER ASSETS & LIABILITIES, NET - 0.7%		247,101
	NET ASSETS - 100.0%	$	34,392,196

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

10

TIAA-CREF LIFECYCLE INDEX FUNDS – Lifecycle Index 2055 Fund

TIAA-CREF LIFECYCLE INDEX FUNDS
LIFECYCLE INDEX 2055 FUND
SCHEDULE OF INVESTMENTS (unaudited)
February 29, 2012

SHARES	COMPANY		VALUE
TIAA-CREF FUNDS - 99.9%(a)
FIXED INCOME - 9.7%
93,017	TIAA-CREF Bond Index Fund	$	1,008,305
	TOTAL FIXED INCOME		1,008,305
INTERNATIONAL EQUITY - 22.7%
57,366	TIAA-CREF Emerging Markets Equity Index Fund		630,451
111,227	TIAA-CREF International Equity Index Fund		1,739,586
	TOTAL INTERNATIONAL EQUITY		2,370,037
U.S. EQUITY - 67.5%
675,823	TIAA-CREF Equity Index Fund		7,028,555
	TOTAL U.S. EQUITY		7,028,555
	TOTAL TIAA-CREF FUNDS		10,406,897
	(Cost $10,617,968)
	TOTAL INVESTMENTS - 99.9%		10,406,897
	(Cost $10,617,968)
	OTHER ASSETS & LIABILITIES, NET - 0.1%		11,302
	NET ASSETS - 100.0%	$	10,418,199

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

11

TIAA-CREF LIFECYCLE INDEX FUNDS – Notes to Schedules of Investments (unaudited)

Note 1—organization and significant accounting policies

The Lifecycle Index Funds (the “Funds,” each individually referred to as a “Fund”) are a sub-family of mutual funds offered by the TIAA-CREF Funds (the “Trust”), a Delaware statutory trust, that was organized on April 15, 1999 and is registered with the Securities and Exchange Commission (“Commission”) under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company.

Each Fund is a “fund of funds” that diversifies its assets by investing in Institutional Class shares of other funds of the Trust and potentially other investment pools or investment products. The Funds offer their shares, without a sales load, through their principal underwriter, Teachers Personal Investors Services, Inc. (“TPIS”), which is a wholly owned indirect subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”). Teachers Advisors, Inc. (“Advisors”), a wholly owned indirect subsidiary of TIAA, is registered with the Commission as an investment adviser and provides investment management services for the Funds. The Funds offer Institutional, Retirement and Premier Classes of shares. Each class differs by the allocation of class-specific expenses and voting rights in matters affecting a single class.

The accompanying schedules of investments were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which may require the use of estimates made by management. Actual results may differ from those estimates. The following is a summary of the significant accounting policies consistently followed by the Funds.

Security valuation: The Funds’ investments in securities are recorded at their estimated fair value as described in the valuation of investments note to the schedules of investments.

Investment transactions: Securities transactions are accounted for as of the trade date for financial reporting purposes.

Transactions with affiliates: The Funds may purchase or sell investment securities in transactions with affiliated entities under procedures adopted by the Board of Trustees (“Board”), pursuant to the 1940 Act. These transactions are effected at market rates without incurring broker commissions.

Note 2—valuation of investments

Portfolio investments are valued at fair value utilizing various valuation methods approved by the Board. U.S. GAAP establishes a hierarchy that prioritizes market inputs to valuation methods. The three levels of inputs are:

• Level 1 – quoted prices in active markets for identical securities
• Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)
• Level 3 – significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

A description of the valuation techniques applied to the Funds’ major categories of assets and liabilities measured at fair value follows:

12

TIAA-CREF LIFECYCLE INDEX FUNDS – Notes to Schedules of Investments (unaudited)

Investments in registered investment companies: These investments are valued at net asset value on the valuation date. These investments are categorized in Level 1 of the fair value hierarchy.

Transfers between levels are recognized at the end of the reporting period. As of February 29, 2012, there were no transfers between levels by the Funds.

As of February 29, 2012, all of the investments in the Lifecycle Index Funds were valued based on Level 1 inputs.

Note 3—investments

Net unrealized appreciation (depreciation): At February 29, 2012, net unrealized appreciation (depreciation) based on the aggregate cost of portfolio investments for federal income tax purposes, consisting of gross unrealized appreciation and gross unrealized depreciation, was as follows:

Fund	Book cost		Gross unrealized appreciation		Gross unrealized (depreciation)			Net unrealized appreciation (depreciation)
Lifecycle Index Retirement Income	$	13,008,443	$	1,276,590	$	—		$	1,276,590
Lifecycle Index 2010		73,292,205		7,115,411		—			7,115,411
Lifecycle Index 2015		116,046,789		11,221,995		—			11,221,995
Lifecycle Index 2020		138,498,314		13,988,538		—			13,988,538
Lifecycle Index 2025		129,366,401		13,394,818		—			13,394,818
Lifecycle Index 2030		139,317,453		15,272,247		—			15,272,247
Lifecycle Index 2035		130,440,638		14,964,859		—			14,964,859
Lifecycle Index 2040		174,194,981		21,308,775		—			21,308,775
Lifecycle Index 2045		47,595,572		5,101,591		—			5,101,591
Lifecycle Index 2050		30,678,461		3,466,634		—			3,466,634
Lifecycle Index 2055		10,617,968		42,557		(253,628	)		(211,071	)

13

TIAA-CREF Funds – Managed Allocation Fund

TIAA-CREF FUNDS
MANAGED ALLOCATION FUND
SCHEDULE OF INVESTMENTS (unaudited)
February 29, 2012

SHARES		COMPANY	VALUE
TIAA-CREF FUNDS - 100.0%(a)
FIXED INCOME - 39.2%
	21,615,630	TIAA-CREF Bond Plus Fund	$	229,125,677
		TOTAL FIXED INCOME		229,125,677
INTERNATIONAL EQUITY - 15.3%
	2,194,061	TIAA-CREF Emerging Markets Equity Fund		23,805,566
	4,832,591	TIAA-CREF Enhanced International Equity Index Fund		32,813,291
	3,794,278	TIAA-CREF International Equity Fund		33,124,046
		TOTAL INTERNATIONAL EQUITY		89,742,903
U.S. EQUITY - 45.5%
	5,209,252	TIAA-CREF Enhanced Large-Cap Growth Index Fund		49,800,449
	5,875,830	TIAA-CREF Enhanced Large-Cap Value Index Fund		48,416,842
	4,151,717	TIAA-CREF Growth & Income Fund		41,849,305
	4,307,031	TIAA-CREF Large-Cap Growth Fund		49,660,067
	3,624,029	TIAA-CREF Large-Cap Value Fund		48,453,261
	184,572	TIAA-CREF Mid-Cap Growth Fund		3,693,288
	204,663	TIAA-CREF Mid-Cap Value Fund		3,683,941
	1,422,083	TIAA-CREF Small-Cap Equity Fund		20,918,840
		TOTAL U.S. EQUITY		266,475,993
		TOTAL TIAA-CREF FUNDS (Cost $556,630,901)		585,344,573
		TOTAL INVESTMENTS - 100.0% (Cost $556,630,901)		585,344,573
		OTHER ASSETS & LIABILITIES, NET - 0.0%		(55,847	)
		NET ASSETS - 100.0%	$	585,288,726

(a) The fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

1

TIAA-CREF MANAGED ALLOCATION FUND - Notes to Schedule of Investments (unaudited)

Note 1—organization and significant accounting policies

The TIAA-CREF Managed Allocation Fund (the “Fund”) is one of the investment portfolios of the TIAA-CREF Funds (the “Trust”), a Delaware statutory trust, that was organized on April 15, 1999 and is registered with the Securities and Exchange Commission (“Commission”) under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company.

The Fund offers its shares, without a sales load, through its principal underwriter, Teachers Personal Investors Services, Inc. (“TPIS”), which is a wholly owned indirect subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”). Teachers Advisors, Inc. (“Advisors”), a wholly owned indirect subsidiary of TIAA, is registered with the Commission as an investment adviser and provides investment management services for the Fund. The Fund offers three share classes: Institutional, Retirement and Retail Classes of shares. Each class differs by the allocation of class specific expenses and voting rights in matters affecting a single class.

The accompanying schedule of investments were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which may require the use of estimates made by management. Actual results may differ from those estimates. The following is a summary of the significant accounting policies consistently followed by the Fund.

Security valuation: The Fund’s investments in securities are recorded at their estimated fair value as described in the valuation of investments note to the schedule of investments.

Investment transactions: Securities transactions are accounted for as of the trade date for financial reporting purposes.

Transactions with affiliates: The Fund may purchase or sell investment securities in transactions with affiliated entities under procedures adopted by the Board of Trustees (“Board”), pursuant to the 1940 Act. These transactions are effected at market rates without incurring broker commissions.

Note 2—valuation of investments

Portfolio investments are valued at fair value utilizing various valuation methods approved by the Board. U.S. GAAP establishes a hierarchy that prioritizes market inputs to valuation methods. The three levels of inputs are:

• Level 1 – quoted prices in active markets for identical securities

• Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

• Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

A description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value follows:

Investments in registered investment companies: These investments are valued at net asset value on the valuation date. These investments are categorized in Level 1 of the fair value hierarchy.

2

TIAA-CREF MANAGED ALLOCATION FUND - Notes to Schedule of Investments (unaudited)

Transfers between levels are recognized at the end of the reporting period. For the period ended February 29, 2012, there were no significant transfers between levels by the Fund.

As of February 29, 2012, all of the investments in the Fund were valued based on Level 1 inputs.

Note 3—investments

Net unrealized appreciation (depreciation): At February 29, 2012, the cost of portfolio investments for federal income tax purposes was $556,630,901. Net unrealized appreciation (depreciation) of portfolio investments for federal income tax purposes was $28,713,672, consisting of gross unrealized appreciation of $44,014,260 and gross unrealized depreciation of $(15,300,588).

3

TIAA-CREF LIFESTYLE FUNDS – Lifestyle Income Fund

TIAA-CREF LIFESTYLE FUNDS
LIFESTYLE INCOME FUND
SCHEDULE OF INVESTMENTS (unaudited)
February 29, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.4%(a)
FIXED INCOME - 39.6%
195,215	TIAA-CREF Bond Fund	$	2,077,088
196,044	TIAA-CREF Bond Plus Fund		2,078,071
	TOTAL FIXED INCOME		4,155,159
INTERNATIONAL EQUITY - 6.1%
14,293	TIAA-CREF Emerging Markets Equity Fund		155,081
28,208	TIAA-CREF Enhanced International Equity Index Fund		191,535
32,990	TIAA-CREF International Equity Fund		288,004
	TOTAL INTERNATIONAL EQUITY		634,620
SHORT-TERM FIXED INCOME - 39.6%
399,196	TIAA-CREF Short-Term Bond Fund		4,151,634
	TOTAL SHORT-TERM FIXED INCOME		4,151,634
U.S. EQUITY - 14.1%
14,424	TIAA-CREF Enhanced Large-Cap Growth Index Fund		137,893
16,280	TIAA-CREF Enhanced Large-Cap Value Index Fund		134,148
30,630	TIAA-CREF Growth & Income Fund		308,755
31,854	TIAA-CREF Large-Cap Growth Fund		367,274
26,769	TIAA-CREF Large-Cap Value Fund		357,907
1,358	TIAA-CREF Mid-Cap Growth Fund		27,178
1,514	TIAA-CREF Mid-Cap Value Fund		27,257
7,848	TIAA-CREF Small-Cap Equity Fund		115,439
	TOTAL U.S. EQUITY		1,475,851
	TOTAL TIAA-CREF FUNDS		10,417,264
	(Cost $10,092,736)
	TOTAL INVESTMENTS - 99.4%		10,417,264
	(Cost $10,092,736)
	OTHER ASSETS & LIABILITIES, NET - 0.6%		65,177
	NET ASSETS - 100.0%	$	10,482,441

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

1

TIAA-CREF LIFESTYLE FUNDS – Lifestyle Conservative Fund

TIAA-CREF LIFESTYLE FUNDS
LIFESTYLE CONSERVATIVE FUND
SCHEDULE OF INVESTMENTS (unaudited)
February 29, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.6%(a)
FIXED INCOME - 39.7%
106,040	TIAA-CREF Bond Fund	$	1,128,267
319,479	TIAA-CREF Bond Plus Fund		3,386,473
	TOTAL FIXED INCOME		4,514,740
INTERNATIONAL EQUITY - 12.0%
30,832	TIAA-CREF Emerging Markets Equity Fund		334,531
60,788	TIAA-CREF Enhanced International Equity Index Fund		412,750
70,796	TIAA-CREF International Equity Fund		618,047
	TOTAL INTERNATIONAL EQUITY		1,365,328
SHORT-TERM FIXED INCOME - 19.9%
216,949	TIAA-CREF Short-Term Bond Fund		2,256,269
	TOTAL SHORT-TERM FIXED INCOME		2,256,269
U.S. EQUITY - 28.0%
31,176	TIAA-CREF Enhanced Large-Cap Growth Index Fund		298,039
35,169	TIAA-CREF Enhanced Large-Cap Value Index Fund		289,795
66,194	TIAA-CREF Growth & Income Fund		667,233
68,864	TIAA-CREF Large-Cap Growth Fund		794,007
57,762	TIAA-CREF Large-Cap Value Fund		772,276
2,932	TIAA-CREF Mid-Cap Growth Fund		58,674
3,267	TIAA-CREF Mid-Cap Value Fund		58,813
16,965	TIAA-CREF Small-Cap Equity Fund		249,557
	TOTAL U.S. EQUITY		3,188,394
	TOTAL TIAA-CREF FUNDS		11,324,731
	(Cost $10,781,983)
	TOTAL INVESTMENTS - 99.6%		11,324,731
	(Cost $10,781,983)
	OTHER ASSETS & LIABILITIES, NET - 0.4%		44,265
	NET ASSETS - 100.0%	$	11,368,996

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

2

TIAA-CREF LIFESTYLE FUNDS – Lifestyle Moderate Fund

TIAA-CREF LIFESTYLE FUNDS
LIFESTYLE MODERATE FUND
SCHEDULE OF INVESTMENTS (unaudited)
February 29, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.7%(a)
FIXED INCOME - 39.7%
429,068	TIAA-CREF Bond Plus Fund	$	4,548,120
	TOTAL FIXED INCOME		4,548,120
INTERNATIONAL EQUITY - 18.0%
46,574	TIAA-CREF Emerging Markets Equity Fund		505,323
91,849	TIAA-CREF Enhanced International Equity Index Fund		623,657
107,069	TIAA-CREF International Equity Fund		934,709
	TOTAL INTERNATIONAL EQUITY		2,063,689
U.S. EQUITY - 42.0%
47,089	TIAA-CREF Enhanced Large-Cap Growth Index Fund		450,171
53,119	TIAA-CREF Enhanced Large-Cap Value Index Fund		437,704
99,980	TIAA-CREF Growth & Income Fund		1,007,801
104,010	TIAA-CREF Large-Cap Growth Fund		1,199,240
87,249	TIAA-CREF Large-Cap Value Fund		1,166,519
4,429	TIAA-CREF Mid-Cap Growth Fund		88,623
4,936	TIAA-CREF Mid-Cap Value Fund		88,841
25,625	TIAA-CREF Small-Cap Equity Fund		376,948
	TOTAL U.S. EQUITY		4,815,847
	TOTAL TIAA-CREF FUNDS		11,427,656
	(Cost $10,682,999)
	TOTAL INVESTMENTS - 99.7%		11,427,656
	(Cost $10,682,999)
	OTHER ASSETS & LIABILITIES, NET - 0.3%		38,299
	NET ASSETS - 100.0%	$	11,465,955

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

3

TIAA-CREF LIFESTYLE FUNDS – Lifestyle Growth Fund

TIAA-CREF LIFESTYLE FUNDS
LIFESTYLE GROWTH FUND
SCHEDULE OF INVESTMENTS (unaudited)
February 29, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.5%(a)
FIXED INCOME - 19.6%
214,157	TIAA-CREF Bond Plus Fund	$	2,270,063
	TOTAL FIXED INCOME		2,270,063
INTERNATIONAL EQUITY - 24.0%
62,447	TIAA-CREF Emerging Markets Equity Fund		677,546
123,309	TIAA-CREF Enhanced International Equity Index Fund		837,269
143,937	TIAA-CREF International Equity Fund		1,256,573
	TOTAL INTERNATIONAL EQUITY		2,771,388
U.S. EQUITY - 55.9%
63,068	TIAA-CREF Enhanced Large-Cap Growth Index Fund		602,933
71,194	TIAA-CREF Enhanced Large-Cap Value Index Fund		586,639
133,962	TIAA-CREF Growth & Income Fund		1,350,340
139,437	TIAA-CREF Large-Cap Growth Fund		1,607,708
116,981	TIAA-CREF Large-Cap Value Fund		1,564,034
5,937	TIAA-CREF Mid-Cap Growth Fund		118,798
6,611	TIAA-CREF Mid-Cap Value Fund		118,998
34,289	TIAA-CREF Small-Cap Equity Fund		504,390
	TOTAL U.S. EQUITY		6,453,840
	TOTAL TIAA-CREF FUNDS		11,495,291
	(Cost $10,562,945)
	TOTAL INVESTMENTS - 99.5%		11,495,291
	(Cost $10,562,945)
	OTHER ASSETS & LIABILITIES, NET - 0.5%		60,842
	NET ASSETS - 100.0%	$	11,556,133

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

4

TIAA-CREF LIFESTYLE FUNDS – Lifestyle Aggressive Growth Fund

TIAA-CREF LIFESTYLE FUNDS
LIFESTYLE AGGRESSIVE GROWTH FUND
SCHEDULE OF INVESTMENTS (unaudited)
February 29, 2012

SHARES	COMPANY	VALUE
TIAA-CREF FUNDS - 99.7%(a)
INTERNATIONAL EQUITY - 30.0%
76,452	TIAA-CREF Emerging Markets Equity Fund	$	829,501
151,158	TIAA-CREF Enhanced International Equity Index Fund		1,026,365
177,974	TIAA-CREF International Equity Fund		1,553,709
	TOTAL INTERNATIONAL EQUITY		3,409,575
U.S. EQUITY - 69.7%
77,355	TIAA-CREF Enhanced Large-Cap Growth Index Fund		739,515
87,304	TIAA-CREF Enhanced Large-Cap Value Index Fund		719,386
164,252	TIAA-CREF Growth & Income Fund		1,655,665
170,976	TIAA-CREF Large-Cap Growth Fund		1,971,356
143,564	TIAA-CREF Large-Cap Value Fund		1,919,448
7,271	TIAA-CREF Mid-Cap Growth Fund		145,491
8,122	TIAA-CREF Mid-Cap Value Fund		146,197
42,111	TIAA-CREF Small-Cap Equity Fund		619,448
	TOTAL U.S. EQUITY		7,916,506
	TOTAL TIAA-CREF FUNDS		11,326,081
	(Cost $10,239,934)
	TOTAL INVESTMENTS - 99.7%		11,326,081
	(Cost $10,239,934)
	OTHER ASSETS & LIABILITIES, NET - 0.3%		38,103
	NET ASSETS - 100.0%	$	11,364,184

(a) The Fund invests its assets in Institutional Class shares of the affiliated TIAA-CREF Funds.

5

TIAA-CREF LIFESTYLE FUNDS – Notes to Schedules of Investments (unaudited)

Note 1—organization and significant accounting policies

The Lifestyle Funds (the “Funds,” each individually referred to as a “Fund”) are a sub-family of mutual funds offered by the TIAA-CREF Funds (the “Trust”), a Delaware statutory trust, that was organized on April 15, 1999 and is registered with the Securities and Exchange Commission (“Commission”) under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company. The Lifestyle Funds commenced operations on December 9, 2011.

Each Fund is a “fund of funds” that diversifies its assets by investing in Institutional Class shares of other funds of the Trust and potentially other investment pools or investment products. The Funds offer their shares, without a sales load, through their principal underwriter, Teachers Personal Investors Services, Inc. (“TPIS”), which is a wholly owned indirect subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”). Teachers Advisors, Inc. (“Advisors”), a wholly owned indirect subsidiary of TIAA, which is registered with the Commission as an investment adviser, provides investment management services for the Funds. The Funds offer Institutional, Retirement, Retail and Premier Classes of shares. Each class differs by the allocation of class-specific expenses and voting rights in matters affecting a single class.

The accompanying schedules of investments were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which may require the use of estimates made by management. Actual results may differ from those estimates. The following is a summary of the significant accounting policies consistently followed by the Funds.

Security valuation: The Funds’ investments in securities are recorded at their estimated fair value as described in the valuation of investments note to the schedules of investments.

Investment transactions: Securities transactions are accounted for as of the trade date for financial reporting purposes.

Transactions with affiliates: The Funds may purchase or sell investment securities in transactions with affiliated entities under procedures adopted by the Board of Trustees (“Board”), pursuant to the 1940 Act. These transactions are effected at market rates without incurring broker commissions.

Note 2—valuation of investments

Portfolio investments are valued at fair value utilizing various valuation methods approved by the Board. U.S. GAAP establishes a hierarchy that prioritizes market inputs to valuation methods. The three levels of inputs are:

• Level 1 – quoted prices in active markets for identical securities

• Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

• Level 3 – significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

6

TIAA-CREF LIFESTYLE FUNDS – Notes to Schedules of Investments (unaudited)

A description of the valuation techniques applied to the Funds’ major categories of assets and liabilities measured at fair value follows:

Investments in registered investment companies: These investments are valued at net asset value on the valuation date. These investments are categorized in Level 1 of the fair value hierarchy.

Transfers between levels are recognized at the end of the reporting period. For the period ended February 29, 2012, there were no transfers between levels by the Funds.

As of February 29, 2012, all of the investments in the Lifestyle Funds were valued based on Level 1 inputs.

Note 3—investments

Net unrealized appreciation (depreciation): At February 29, 2012, net unrealized appreciation (depreciation) based on the aggregate cost of portfolio investments for federal income tax purposes, consisting of gross unrealized appreciation and gross unrealized depreciation, was as follows:

Fund	Book cost		Gross unrealized appreciation		Gross unrealized (depreciation)		Net unrealized appreciation (depreciation)
Lifestyle Income	$	10,092,736	$	324,528	$	—	$	324,528
Lifestyle Conservative		10,781,983		542,748		—		542,748
Lifestyle Moderate		10,682,999		744,657		—		744,657
Lifestyle Growth		10,562,945		932,346		—		932,346
Lifestyle Aggressive Growth		10,239,934		1,086,147		—		1,086,147

7

Item 2. Controls and Procedures.

(a) An evaluation was performed within 90 days of the date hereof under the supervision of the Registrant’s management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Registrant’s disclosure controls and procedures. Based on that evaluation, the Registrant’s management, including the principal executive officer and principal financial officer, concluded that the Registrant’s disclosure controls and procedures were effective for this quarterly reporting period.

(b) There were no changes in the Registrant’s internal control over financial reporting that occurred during the Registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 3. Exhibits.

3(a) Section 302 certification of the principal executive officer

3(b) Section 302 certification of the principal financial officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TIAA-CREF FUNDS

Date: April 12, 2012 By: /s/ Roger W. Ferguson, Jr.
Roger W. Ferguson, Jr.
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Date: April 12, 2012 By: /s/ Roger W. Ferguson, Jr.
Roger W. Ferguson, Jr.
President and Chief Executive Officer
(principal executive officer)

Date: April 12, 2012 By: /s/ Phillip G. Goff
Phillip G. Goff
Principal Financial Officer, Principal Accounting
Officer and Treasurer
(principal financial officer)

EXHIBIT LIST

Item 3. Exhibits.

3(a) Section 302 certification of the principal executive officer

3(b) Section 302 certification of the principal financial officer