0000930413-12-006501.txt : 20121205 0000930413-12-006501.hdr.sgml : 20121205 20121205152909 ACCESSION NUMBER: 0000930413-12-006501 CONFORMED SUBMISSION TYPE: 497 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20121205 DATE AS OF CHANGE: 20121205 EFFECTIVENESS DATE: 20121205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIAA-CREF FUNDS CENTRAL INDEX KEY: 0001084380 IRS NUMBER: 134055167 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-76651 FILM NUMBER: 121243247 BUSINESS ADDRESS: STREET 1: 730 THIRD AVE. CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129166746 MAIL ADDRESS: STREET 1: 730 THIRD AVE. CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: TIAA CREF INSTITUTIONAL MUTUAL FUNDS DATE OF NAME CHANGE: 19990415 0001084380 S000005360 TIAA-CREF Equity Index Fund C000014611 Institutional Class TIEIX C000033987 Retirement Class TIQRX C000033988 Retail Class TINRX C000079551 Premier Class TCEPX 0001084380 S000005361 TIAA-CREF S&P 500 Index Fund C000014612 Institutional Class TISPX C000014613 Retirement Class TRSPX 0001084380 S000005367 TIAA-CREF Small-Cap Blend Index Fund C000014624 Institutional Class TISBX C000014625 Retirement Class TRBIX 0001084380 S000005368 TIAA-CREF International Equity Index Fund C000014626 Institutional Class TCIEX C000014627 Retirement Class TRIEX C000079552 Premier Class TRIPX 0001084380 S000005369 TIAA-CREF Real Estate Securities Fund C000014628 Institutional Class TIREX C000014629 Retail Class TCREX C000014630 Retirement Class TRRSX C000079553 Premier Class TRRPX 0001084380 S000005370 TIAA-CREF Growth & Income Fund C000014631 Institutional Class TIGRX C000014632 Retirement Class TRGIX C000033989 Retail Class TIIRX C000079554 Premier Class TRPGX 0001084380 S000005371 TIAA-CREF Social Choice Equity Fund C000014633 Institutional Class TISCX C000014634 Retirement Class TRSCX C000033990 Retail Class TICRX C000079555 Premier Class TRPSX 0001084380 S000005372 TIAA-CREF Bond Fund C000014635 Institutional Class TIBDX C000033991 Retirement Class TIDRX C000033992 Retail Class TIORX C000079556 Premier Class TIDPX 0001084380 S000005373 TIAA-CREF Inflation-Linked Bond Fund C000014636 Institutional Class TIILX C000014637 Retail Class TCILX C000033993 Retirement Class TIKRX C000079557 Premier Class TIKPX 0001084380 S000005374 TIAA-CREF Money Market Fund C000014638 Institutional Class TCIXX C000033994 Retirement Class TIEXX C000033995 Retail Class TIRXX C000079558 Premier Class TPPXX 0001084380 S000005375 TIAA-CREF Lifecycle 2010 Fund C000014639 Retirement Class TCLEX C000047972 Institutional Class TCTIX C000079559 Premier Class TCTPX 0001084380 S000005376 TIAA-CREF Lifecycle 2015 Fund C000014640 Retirement Class TCLIX C000047973 Institutional Class TCNIX C000079560 Premier Class TCFPX 0001084380 S000005377 TIAA-CREF Lifecycle 2020 Fund C000014641 Retirement Class TCLTX C000047974 Institutional Class TCWIX C000079561 Premier Class TCWPX 0001084380 S000005378 TIAA-CREF Lifecycle 2025 Fund C000014642 Retirement Class TCLFX C000047975 Institutional Class TCYIX C000079562 Premier Class TCQPX 0001084380 S000005379 TIAA-CREF Lifecycle 2030 Fund C000014643 Retirement Class TCLNX C000047976 Institutional Class TCRIX C000079563 Premier Class TCHPX 0001084380 S000005380 TIAA-CREF Lifecycle 2035 Fund C000014644 Retirement Class TCLRX C000047977 Institutional Class TCIIX C000079564 Premier Class TCYPX 0001084380 S000005381 TIAA-CREF International Equity Fund C000014645 Institutional Class TIIEX C000014646 Retirement Class TRERX C000033996 Retail Class TIERX C000079565 Premier Class TREPX 0001084380 S000005382 TIAA-CREF Lifecycle 2040 Fund C000014647 Retirement Class TCLOX C000047978 Institutional Class TCOIX C000079566 Premier Class TCZPX 0001084380 S000005383 TIAA-CREF Large-Cap Value Fund C000014648 Institutional Class TRLIX C000014649 Retail Class TCLCX C000014650 Retirement Class TRLCX C000079567 Premier Class TRCPX 0001084380 S000005384 TIAA-CREF Mid-Cap Growth Fund C000014651 Institutional Class TRPWX C000014652 Retail Class TCMGX C000014653 Retirement Class TRGMX C000079568 Premier Class TRGPX 0001084380 S000005385 TIAA-CREF Mid-Cap Value Fund C000014654 Institutional Class TIMVX C000014655 Retail Class TCMVX C000014656 Retirement Class TRVRX C000079569 Premier Class TRVPX 0001084380 S000005386 TIAA-CREF Small-Cap Equity Fund C000014657 Institutional Class TISEX C000014658 Retail Class TCSEX C000014659 Retirement Class TRSEX C000079570 Premier Class TSRPX 0001084380 S000005387 TIAA-CREF Large-Cap Growth Index Fund C000014660 Institutional Class TILIX C000014661 Retirement Class TRIRX 0001084380 S000005388 TIAA-CREF Large-Cap Value Index Fund C000014662 Institutional Class TILVX C000014663 Retirement Class TRCVX 0001084380 S000012194 TIAA-CREF Managed Allocation Fund C000033271 Retail Class TIMRX C000033272 Retirement Class TITRX C000033273 Institutional Class TIMIX 0001084380 S000012195 TIAA-CREF Short-Term Bond Fund C000033274 Retail Class TCTRX C000033275 Retirement Class TISRX C000033276 Institutional Class TISIX C000079571 Premier Class TSTPX 0001084380 S000012196 TIAA-CREF High-Yield Fund C000033277 Retail Class TIYRX C000033278 Retirement Class TIHRX C000033279 Institutional Class TIHYX C000079572 Premier Class TIHPX 0001084380 S000012197 TIAA-CREF Large-Cap Growth Fund C000033280 Retail Class TIRTX C000033281 Retirement Class TILRX C000033282 Institutional Class TILGX C000079573 Premier Class TILPX 0001084380 S000012198 TIAA-CREF Bond Plus Fund C000033283 Retail Class TCBPX C000033284 Retirement Class TCBRX C000033285 Institutional Class TIBFX C000079574 Premier Class TBPPX 0001084380 S000012199 TIAA-CREF Tax-Exempt Bond Fund C000033286 Retail Class TIXRX C000033287 Institutional Class TITIX 0001084380 S000019656 TIAA-CREF Enhanced International Equity Index Fund C000054988 Institutional Class TFIIX 0001084380 S000019657 TIAA-CREF Enhanced Large-Cap Growth Index Fund C000054989 Institutional Class TLIIX 0001084380 S000019658 TIAA-CREF Enhanced Large-Cap Value Index Fund C000054990 Institutional Class TEVIX 0001084380 S000019659 TIAA-CREF Lifecycle 2045 Fund C000054991 Institutional Class TTFIX C000054992 Retirement Class TTFRX C000079575 Premier Class TTFPX 0001084380 S000019660 TIAA-CREF Lifecycle 2050 Fund C000054993 Institutional Class TFTIX C000054994 Retirement Class TLFRX C000079576 Premier Class TCLPX 0001084380 S000019661 TIAA-CREF Lifecycle Retirement Income Fund C000054995 Retail Class TLRRX C000054996 Institutional Class TLRIX C000054997 Retirement Class TLIRX C000079577 Premier Class TPILX 0001084380 S000026498 TIAA-CREF Lifecycle Index 2010 Fund C000079517 Institutional Class TLTIX C000079518 Premier Class TLTPX C000079519 Retirement Class TLTRX 0001084380 S000026499 TIAA-CREF Lifecycle Index Retirement Income Fund C000079520 Institutional Class TRILX C000079521 Premier Class TLIPX C000079522 Retirement Class TRCIX 0001084380 S000026500 TIAA-CREF Bond Index Fund C000079523 Institutional Class TBIIX C000079524 Retirement Class TBIRX C000079525 Premier Class TBIPX C000079526 Retail Class TBILX 0001084380 S000026501 TIAA-CREF Lifecycle Index 2015 Fund C000079527 Institutional Class TLFIX C000079528 Premier Class TLFPX C000079529 Retirement Class TLGRX 0001084380 S000026502 TIAA-CREF Lifecycle Index 2020 Fund C000079530 Institutional Class TLWIX C000079531 Premier Class TLWPX C000079532 Retirement Class TLWRX 0001084380 S000026503 TIAA-CREF Lifecycle Index 2025 Fund C000079533 Institutional Class TLQIX C000079534 Premier Class TLVPX C000079535 Retirement Class TLQRX 0001084380 S000026504 TIAA-CREF Lifecycle Index 2030 Fund C000079536 Institutional Class TLHIX C000079537 Premier Class TLHPX C000079538 Retirement Class TLHRX 0001084380 S000026505 TIAA-CREF Lifecycle Index 2035 Fund C000079539 Institutional Class TLYIX C000079540 Premier Class TLYPX C000079541 Retirement Class TLYRX 0001084380 S000026506 TIAA-CREF Lifecycle Index 2040 Fund C000079542 Institutional Class TLZIX C000079543 Premier Class TLPRX C000079544 Retirement Class TLZRX 0001084380 S000026507 TIAA-CREF Lifecycle Index 2045 Fund C000079545 Institutional Class TLXIX C000079546 Premier Class TLMPX C000079547 Retirement Class TLMRX 0001084380 S000026508 TIAA-CREF Lifecycle Index 2050 Fund C000079548 Institutional Class TLLIX C000079549 Premier Class TLLPX C000079550 Retirement Class TLLRX 0001084380 S000029604 TIAA-CREF Emerging Markets Equity Fund C000090850 Retail Class TEMRX C000090851 Retirement Class TEMSX C000090852 Premier Class TEMPX C000090853 Institutional Class TEMLX 0001084380 S000029605 TIAA-CREF Emerging Markets Equity Index Fund C000090854 Retail Class TEQKX C000090855 Retirement Class TEQSX C000090856 Premier Class TEQPX C000090857 Institutional Class TEQLX 0001084380 S000031926 TIAA-CREF LIFECYCLE INDEX 2055 FUND C000099413 RETIREMENT CLASS TTIRX C000099414 INSTITUTIONAL CLASS TTIIX C000099415 PREMIER CLASS TTIPX 0001084380 S000031927 TIAA-CREF LIFECYCLE 2055 FUND C000099416 RETIREMENT CLASS TTRLX C000099417 INSTITUTIONAL CLASS TTRIX C000099418 PREMIER CLASS TTRPX 0001084380 S000034062 TIAA-CREF Global Natural Resources Fund C000104992 INSTITUTIONAL CLASS TNRIX C000107737 PREMIER CLASS TNRPX C000107738 RETAIL CLASS TNRLX C000107739 RETIREMENT CLASS TNRRX 0001084380 S000034958 TIAA-CREF Lifestyle Aggressive Growth Fund C000107517 Institutional Class TSAIX C000107518 Premier Class TSAPX C000107519 Retail Class TSALX C000107520 Retirement Class TSARX 0001084380 S000034959 TIAA-CREF Lifestyle Conservative Fund C000107521 Institutional Class TCSIX C000107522 Premier Class TLSPX C000107523 Retail Class TSCLX C000107524 Retirement Class TSCTX 0001084380 S000034960 TIAA-CREF Lifestyle Growth Fund C000107525 Premier Class TSGPX C000107526 Retail Class TSGLX C000107527 Retirement Class TSGRX C000107528 Institutional Class TSGGX 0001084380 S000034961 TIAA-CREF Lifestyle Income Fund C000107529 Institutional Class TSITX C000107530 Premier Class TSIPX C000107531 Retail Class TSILX C000107532 Retirement Class TLSRX 0001084380 S000034962 TIAA-CREF Lifestyle Moderate Fund C000107533 Institutional Class TSIMX C000107534 Premier Class TSMPX C000107535 Retail Class TSMLX C000107536 Retirement Class TSMTX 0001084380 S000038169 TIAA-CREF Social Choice Bond Fund C000117721 Institutional Class TSBIX C000117722 Premier Class TSBPX C000117723 Retail Class TSBRX C000117724 Retirement Class TSBBX 497 1 c71747_497.htm

TIAA-CREF EQUITY INDEX FUND
TIAA-CREF GROWTH & INCOME FUND
TIAA-CREF INTERNATIONAL EQUITY FUND
TIAA-CREF LARGE-CAP GROWTH FUND
TIAA-CREF LARGE-CAP VALUE FUND
TIAA-CREF MID-CAP GROWTH FUND
TIAA-CREF MID-CAP VALUE FUND
TIAA-CREF SMALL-CAP EQUITY FUND
TIAA-CREF SOCIAL CHOICE EQUITY FUND
(series of TIAA-CREF Funds, each a “Fund”
and together the “Funds”)

SUPPLEMENT NO. 1
dated December 5, 2012
to each Fund’s Prospectus dated March 1, 2012

RETAIL CLASS DISTRIBUTION (12b-1) PLAN

Effective January 1, 2013, the Funds’ distribution (12b-1) plan for Retail Class shares has been amended.

Therefore, effective January 1, 2013, the Distribution and Services Arrangements—Retail Class section of each Prospectus is deleted and replaced with the following:

          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, promotion and/or servicing 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. Advisors, TPIS and their affiliates, at their own expense, may also 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.

 

 

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A13773 (12/12)



TIAA-CREF BOND FUND
TIAA-CREF BOND PLUS FUND
TIAA-CREF HIGH-YIELD FUND
TIAA-CREF INFLATION-LINKED BOND FUND
TIAA-CREF MONEY MARKET FUND
TIAA-CREF REAL ESTATE SECURITIES FUND
TIAA-CREF SHORT-TERM BOND FUND
TIAA-CREF TAX-EXEMPT BOND FUND
(series of TIAA-CREF Funds, each a “Fund”
and together the “Funds”)

SUPPLEMENT NO. 1
dated December 5, 2012
to each Fund’s Prospectus dated August 1, 2012

RETAIL CLASS DISTRIBUTION (12b-1) PLAN

Effective January 1, 2013, the Funds’ distribution (12b-1) plan for Retail Class shares has been amended.

Therefore, effective January 1, 2013, the Distribution and Services Arrangements—Retail Class section of each Prospectus is deleted and replaced with the following:

          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, promotion and/or servicing 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. Advisors, TPIS and their affiliates, at their own expense, may also pay for distribution expenses of Retail Class shares. Because Rule 12b-1 plan fees are paid out of Retail Class assets on an ongoing basis, over time they will increase the cost of your investment in the Retail Class.

          More information about the Fund’s Distribution and Services Arrangements for Retail Class shares appears in the Fund’s SAI.

 

 

(TIAA CREF LOGO)

A13774 (12/12)



TIAA-CREF LIFECYCLE FUNDS
TIAA-CREF MANAGED ALLOCATION FUND
(series of TIAA-CREF Funds, each a “Fund”
and together the “Funds”)

SUPPLEMENT NO. 1
dated December 5, 2012
to the Funds’ Prospectuses dated October 1, 2012

RETAIL CLASS AND RETIREMENT CLASS
DISTRIBUTION (12B-1) PLANS

Effective January 1, 2013, the distribution (12b-1) plan for Retail Class shares of the Lifecycle Retirement Income Fund and Managed Allocation Fund and the distribution (12b-1) plan for Retirement Class shares of the Lifecycle Funds have been amended.

Therefore, effective January, 1, 2013, the Distribution and Services Arrangements—Retail Class section of the Lifecycle Funds’ Prospectus is deleted and replaced with the following:

          The Retirement Income 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, promotion and/or servicing 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. Advisors, TPIS and their affiliates, at their own expense, may also 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 Funds’ Distribution and Services Arrangements for Retail Class shares appears in the Funds’ SAI.

Also, effective January 1, 2013, the Distribution and Services Arrangements—Retirement Class section of the Lifecycle Funds’ Prospectus is deleted and replaced with the following:

          Each Fund has adopted a distribution plan under Rule 12b-1 with respect to Retirement Class shares under which each Fund pays TPIS an annual fee for TPIS’ or other entities’ services related to the sale and promotion of Retirement Class shares and ongoing servicing and mainte-


nance of accounts of the Funds’ shareholders, including sales and other expenses relating to the servicing efforts.

          Under the plan, each Fund may pay TPIS and TPIS may, in turn, pay another entity up to 0.05% of average daily net assets attributable to Retirement Class shares for distribution and promotion-related expenses as well as shareholder services. Because Rule 12b-1 plan fees are paid out of the Funds’ assets on an ongoing basis, over time they will increase the cost of your investment in the Funds. TPIS has contractually agreed not to seek any compensation from the Funds under the Distribution Plan through at least September 30, 2013. This agreement may be amended or terminated at any time by TPIS with the approval of the Board of Trustees.

          More information about the Funds’ Distribution and Services Arrangements for Retirement Class shares appears in the Funds’ SAI.

Also, effective January 1, 2013, the Distribution and Services Arrangements—Retail Class section of the Managed Allocation Fund Prospectus is deleted and replaced with the following:

          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, promotion and/or servicing 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. 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 Funds’ Distribution and Services Arrangements for Retail Class shares appears in the Funds’ SAI.

 

 

(TIAA CREF LOGO)

A13775 (12/12)



TIAA-CREF FUNDS

SUPPLEMENT NO. 1
dated December 5, 2012
to the Statement of Additional Information
dated September 21, 2012 (with respect to the Social Choice Bond Fund)

SUPPLEMENT NO. 2
dated December 5, 2012
to the Statement of Additional Information
dated August 1, 2012 (with respect to the Fixed-Income and Real Estate Securities Funds)

SUPPLEMENT NO. 4
dated December 5, 2012
to the Statement of Additional Information
dated March 1, 2012 (with respect to the Equity Funds)
(collectively, the “SAI”)

RETAIL CLASS DISTRIBUTION (12b-1) PLAN

Effective January 1, 2013, certain Funds’ distribution (12b-1) plan for Retail Class shares has been amended. Therefore, effective January 1, 2013, the About the Trust and the Shares—Class Structure—Retail Class Shares section of the SAI is deleted and replaced with the following:

          Retail Class Shares. Retail Class shares of the Funds are offered to many different types of investors, but are particularly aimed at individual investors. Minimum initial and subsequent investment requirements will apply to certain Retail Class investors, as well as a small account maintenance fee. Retail Class shares are subject to a distribution (12b-1) plan pursuant to which they may compensate TPIS for its activities associated with distributing, promoting and/or servicing Retail Class shares of the Funds at an annual rate of 0.25% of average daily net assets.

Also, effective January 1, 2013, the first three paragraphs of the About the Trust and the Shares—Distribution (12b-1) Plans section of the SAI is deleted and replaced with the following:

          The Board of Trustees has adopted one distribution plan with respect to Retail Class shares and one plan with respect to Premier Class shares offered by the Funds (the “Distribution Plans”) pursuant to Rule 12b-1 under the 1940 Act. Under the Retail Class Distribution Plan (“Retail Compensation Plan”), each of the Funds compensates TPIS for certain services that TPIS provides in connection with the promotion, distribution and/or shareholder servicing of Retail Class shares of the Fund. Prior to January 1, 2013, certain Funds were subject to a separate Retail Class Distribution Plan (“Retail Reimbursement Plan”) wherein such Funds reimbursed TPIS for all or part of certain expenses that TPIS incurred in connection with its promotion, distribution and/or shareholder servicing of the Fund’s Retail Class shares. Reimbursements by a Fund under the Retail Reimbursement Plan were calculated daily and paid quarterly up to a rate or rates approved from time to time by the Board, provided that no rate exceeded the annual rate of 0.25% of the average daily net assets of the Retail Class of the Fund.

          Under the Distribution Plan that is applicable to Premier Class shares (the “Premier Class Distribution Plan”), each Fund compensates TPIS an annual amount for its promotion, distribution and/or shareholder servicing of Premier Class shares. The expenses for which a Fund may pay TPIS under the Premier Class Distribution Plan include, but are not limited to, compensation of dealers and others for the expenses of their various activities primarily intended to promote the sale of the Fund’s Premier Class shares, as well as for shareholder servicing expenses.

 

 

(TIAA CREF LOGO)

A13776 (12/12)



TIAA-CREF LIFECYCLE FUNDS
TIAA-CREF MANAGED ALLOCATION FUND

(series of TIAA-CREF Funds, each a “Fund” and together the “Funds”)

SUPPLEMENT NO. 1
dated December 5, 2012
to the Statement of Additional Information
dated October 1, 2012 (the “SAI”)

RETAIL CLASS AND RETIREMENT CLASS DISTRIBUTION (12b-1) PLANS

Effective January 1, 2013, the distribution (12b-1) plan for Retail Class shares of the Lifecycle Retirement Income Fund and Managed Allocation Fund and the distribution (12b-1) plan for Retirement Class shares of the Lifecycle Funds have been amended.

Therefore, effective January 1, 2013, the About the Trust and the Shares—Class Structure—Retail Class Shares section of the SAI is deleted and replaced with the following:

          Retail Class Shares. Retail Class shares of the Funds are offered to many different types of investors, but are particularly aimed at individual investors. Minimum initial and subsequent investment requirements apply to certain Retail Class investors, as well as a small account maintenance fee. Each Fund has adopted a distribution plan pursuant to Rule 12b-1 of the 1940 Act for its Retail Class through which it can compensate TPIS, and TPIS, in turn, may pay other entities for distributing, promoting and/or servicing Retail Class shares of the Funds in an annual amount up to 0.25% of average daily net Retail Class assets.

Also, effective January 1, 2013, the About the Trust and the Shares—Class Structure—Retirement Class Shares section of the SAI is deleted and replaced with the following:

          Retirement Class Shares. Retirement Class shares of the Funds are offered primarily through accounts established by or on behalf of employers, or the trustees of plans sponsored by or on behalf of employers, in connection with certain employee benefit plans (the “plan(s)”), such as plans described in section 401(a) (including 401(k) and Keogh plans), 403(b)(7) or 457 of the Code. Retirement Class shares also may be available through custody accounts sponsored or administered by TIAA-CREF that are established by individuals as Individual Retirement Accounts (IRAs) pursuant to section 408 of the Code. Additionally, Retirement Class shares may be available through certain intermediaries who have entered into a contract or arrangement with the Funds or their investment adviser or distributor that enables the intermediaries to purchase this class of shares. For the Retirement Class of the Funds, the Trust has adopted a distribution (Rule 12b-1) plan under which each Fund may compensate TPIS for its activities associated with distributing, promoting and/or servicing its Retirement Class shares in an annual amount up to 0.05% of average daily net Retirement Class assets. The Retirement Class of the Managed Allocation Fund is subject to a service fee of 0.25% paid to Advisors for providing or arranging for the provision of certain administrative and shareholder services.

Also, effective January 1, 2013, the first six paragraphs of the About the Trust and the Shares—Distribution (12b-1) Plans section of the SAI are deleted and replaced with the following:

          The Trust’s Board of Trustees has adopted three different forms of Distribution Plans pursuant to Rule 12b-1 under the 1940 Act related to the Funds. The first form of distribution plan concerns the Retirement Class shares of each of the Lifecycle Funds and the Lifecycle Index Funds (the “Retirement Class Plan”); the second form of distribution plan concerns Retail Class shares of the Lifecycle Retirement Income Fund, the Managed Allocation Fund and the Lifestyle Funds (the “Retail Class Compensation Plan”) and the third form of distribution plan concerns the Premier Class shares of the Lifecycle Funds, Lifecycle Index Funds and the Lifestyle Funds (the “Premier Class Plan”) (collectively, the “Plans”).


          Under the each Plan, the applicable Fund pays TPIS a set annual rate to compensate TPIS for promoting, distributing and/or servicing the relevant shares. The expenses for which a Fund may compensate TPIS under the Plans include, but are not limited to, compensation of dealers and others for the expenses of their various activities primarily intended to promote the sale of the applicable class of shares, as well as for shareholder servicing expenses.

          Payments by a Fund under the Retirement Class Plan are calculated daily and paid monthly at the annual rate of 0.05% of the average daily net asset value of Retirement Class shares of each such Fund. Payments by a Fund under the Retail Class Compensation Plan are calculated daily and paid monthly at an annual rate of 0.25% of the average daily net assets of Retail Class shares of each such Fund. Payments by a Fund under the Premier Class Plan are calculated daily and paid monthly at the annual rate of 0.15% of the average daily net assets of the Premier Class of the Fund.

          Prior to January 1, 2013, the Lifecycle Funds were subject to a separate Retirement Class Distribution Plan (the “Lifecycle Retirement Class Reimbursement Plan”) and the Lifecycle Retirement Income Fund and Managed Allocation Fund were subject to a separate Retail Class Distribution Plan (the “Retail Class Reimbursement Plan”) wherein such Funds reimbursed TPIS for all or part of certain expenses that TPIS incurred in connection with the promotion, distribution and/or shareholder servicing of the relevant shares.

          Reimbursements by a Lifecycle Fund under the Lifecycle Retirement Class Reimbursement Plan were calculated daily and paid monthly up to a rate or rates approved from time to time by the Board, provided that no rate approved by the Board for any Fund exceeded the annual rate of 0.05% of the average daily net asset value of Retirement Class shares of such Fund. Reimbursements by the Lifecycle Retirement Income Fund under the Retail Class Reimbursement Plan were calculated daily and paid monthly, and reimbursements by the Managed Allocation Fund under the Retail Class Reimbursement Plan were calculated daily and paid quarterly, up to a rate or rates approved from time to time by the Board, provided that no rate exceeded the annual rate of 0.25% of the average daily NAV of Retail Class shares of the Lifecycle Retirement Income Fund or the Managed Allocation Fund. For purposes of determining the reimbursements payable under each Plan, the NAV of the Funds’ outstanding Retirement Class or Retail Class shares was computed in accordance with the Declaration of Trust.

          Please note, however, that TPIS has contractually agreed not to seek any payment or reimbursement under the Lifecycle Retirement Class Reimbursement Plan through September 30, 2013 and under the Retirement Class Plan through September 30, 2013. Therefore, no 12b-1 fees were paid by the Lifecycle Funds pursuant to the Lifecycle Retirement Class Reimbursement Plan or the Lifecycle Index Funds pursuant to the Retirement Class Plan in 2011. The continuing suspension agreement concerning the Retirement Class Plan may be amended or terminated at any time by TPIS with the approval of the Board of Trustees.

 

 

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A13777 (12/12)



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