As filed with the Securities and Exchange Commission on February 23, 2024
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	
	Pre-Effective Amendment No.	
	Post-Effective Amendment No. 145 and/or	
	REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	
	Amendment No. 148	
	(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

Jeremy D. Franklin, Esq.

TIAA-CREF Funds
8500 Andrew Carnegie Boulevard
Charlotte, North Carolina 28262
(Name and Address of Agent for Service)

Copy to:
Christopher P. Harvey, Esq.
Adam T. Teufel, Esq.
Dechert LLP
One International Place, 40th Floor
100 Oliver Street
Boston, Massachusetts 02110

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):


	Immediately upon filing pursuant to paragraph (b)
	On March 1, 2024 pursuant to paragraph (b)
	60 days after filing pursuant to paragraph (a)(1)
	75 days after filing pursuant to paragraph (a)(2) of rule 485
	On __________ pursuant to paragraph (a)(1)
	On (date) pursuant to paragraph (a)(2) of rule 485

If appropriate, check the following box:


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




		TIAA-CREF Funds		Prospectus

TIAA-CREF International Funds

MARCH 1, 2024


	Ticker
Fund	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class	Class W


Emerging Markets Equity Fund	TEMLX	TEMHX	TEMPX	TEMSX	TEMRX	TEMVX
International Equity Fund	TIIEX	TIEHX	TREPX	TRERX	TIERX	TIEWX
International Opportunities Fund	TIOIX	TIOHX	TIOPX	TIOTX	TIOSX	TIOVX
Quant International Small-Cap Equity Fund	TIISX	TAISX	TPISX	TTISX	TLISX	TAIWX
Social Choice International Equity Fund	TSONX	TSOHX	TSOPX	TSOEX	TSORX	—
Emerging Markets Debt Fund	TEDNX	TEDHX	TEDPX	TEDTX	TEDLX	TEDVX
International Bond Fund	TIBWX	TIBNX	TIBLX	TIBVX	TIBEX	TIBUX

This Prospectus describes the Institutional Class, Advisor Class, Premier Class, Retirement Class, Retail Class and Class W shares offered, as applicable, by the investment portfolios listed above (each, a “Fund” and, collectively, the “Funds”) of the TIAA-CREF Funds (the “Trust”).

An investment in a 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 any of the Funds and the Funds could perform more poorly than other investments.

The Securities and Exchange Commission (“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

Emerging Markets Equity Fund

Investment objective 5

Fees and expenses 5

Shareholder fees 5

Annual Fund operating expenses 5

Example 6

Portfolio turnover 6

Principal investment strategies 6

Principal investment risks 7

Past performance 9

Portfolio management 12

Purchase and sale of Fund shares 12

Tax information 13

Payments to broker-dealers and other financial intermediary compensation 13

Summary information

International Equity Fund

Investment objective 14

Fees and expenses 14

Shareholder fees 14

Annual Fund operating expenses 14

Example 15

Portfolio turnover 15

Principal investment strategies 15

Principal investment risks 16

Past performance 18

Portfolio management 20

Purchase and sale of Fund shares 21

Tax information 21

Payments to broker-dealers and other financial intermediary compensation 22

Summary information

International Opportunities Fund

Investment objective 23

Fees and expenses 23

Shareholder fees 23

Annual Fund operating expenses 23

Example 24

Portfolio turnover 24

Principal investment strategies 24

Principal investment risks 25

Past performance 27

Portfolio management 29

Purchase and sale of Fund shares 30

Tax information 30

Payments to broker-dealers and other financial intermediary compensation 31

Summary information

Quant International Small-Cap Equity Fund

Investment objective 32

Fees and expenses 32

Shareholder fees 32

Annual Fund operating expenses 32

Example 33

Portfolio turnover 33

Principal investment strategies 33

Principal investment risks 35

Past performance 37

Portfolio management 40

Purchase and sale of Fund shares 40

Tax information 41

Payments to broker-dealers and other financial intermediary compensation 41

Summary information

Social Choice International Equity Fund

Investment objective 42

Fees and expenses 42

Shareholder fees 42

Annual Fund operating expenses 42

Example 43

Portfolio turnover 43

Principal investment strategies 43

Principal investment risks 45

Past performance 47

Portfolio management 49

Purchase and sale of Fund shares 50

Tax information 50

Payments to broker-dealers and other financial intermediary compensation 51

Summary information

Emerging Markets Debt Fund

Investment objective 52

Fees and expenses 52

Shareholder fees 52

Annual Fund operating expenses 52

Example 53

Portfolio turnover 53

Principal investment strategies 53

Principal investment risks 54

Past performance 57

Portfolio management 59

Purchase and sale of Fund shares 60

Tax information 61

Payments to broker-dealers and other financial intermediary compensation 61

Summary information

International Bond Fund

Investment objective 62

Fees and expenses 62

Shareholder fees 62

Annual Fund operating expenses 62

Example 63

Portfolio turnover 63

Principal investment strategies 63

Principal investment risks 65

Past performance 69

Portfolio management 71

Purchase and sale of Fund shares 72

Tax information 72

Payments to broker-dealers and other financial intermediary compensation 73

Table of contents

Additional information about investment strategies and risks of the Funds 73

Additional information about the Funds 73

Additional information on principal investment risks of the Funds 74

Global economic risk 91

Cybersecurity risk 92

Additional information about the Funds’ benchmark indices 92

Additional information on investment strategies of the Funds other than the Emerging Markets Debt Fund and International Bond Fund 94

Additional information on investment strategies of the Emerging Markets Debt Fund and International Bond Fund 96

Portfolio holdings 98

Portfolio turnover 98

Investments by funds of funds 98

Share classes 99

Management of the Funds 99

The Funds’ investment adviser 99

Investment management fees 101

Information about the International Bond Fund’s Subsidiaries 102

Portfolio management teams 103

Other services 106

Distribution and service arrangements 106

All classes 106

Other payments by the Funds 107

Other payments by Nuveen Securities, Advisors or their affiliates 108

Calculating share price 110

Dividends and distributions 111

Taxes 112

Your account: purchasing, redeeming or exchanging shares 115

Fund shares offered in this Prospectus 115

Share class eligibility 116

Purchasing shares 119

Redeeming shares 125

Exchanging shares 130

Conversion of shares–applicable to all investors 131

Important transaction information 133

Market timing/excessive trading policy–applicable to all investors 136

Electronic prospectuses 138

Additional information about index providers 138

Additional information about the Trust and the Board of Trustees 139

Glossary 140

Financial highlights 141

Summary information

TIAA-CREF Emerging Markets Equity Fund

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, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

SHAREHOLDER FEES (fees paid directly from your investment)


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class	Class W
Maximum sales charge imposed on purchases (percentage of offering price)	0%	0%	0%	0%	0%	0%
Maximum deferred sales charge	0%	0%	0%	0%	0%	0%
Maximum sales charge imposed on reinvested dividends and other distributions	0%	0%	0%	0%	0%	0%
Redemption or exchange fee	0%	0%	0%	0%	0%	0%
Account maintenance fee (annual fee on accounts under $2,000)	0%	0%	0%	0%	$15.00	0%

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


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class	Class W

Management fees	0.84%	0.84%	0.84%	0.84%	0.84%	0.84%
Distribution (Rule 12b-1) fees	—	—	0.15%	—	0.25%	—
Other expenses	0.06%	0.14%	0.06%	0.31%	0.18%	0.06%
Total annual Fund operating expenses	0.90%	0.98%	1.05%	1.15%	1.27%	0.90%
Waivers and expense reimbursements¹	—	—	—	—	—	(0.90)%	²
Total annual Fund operating expenses after fee waiver and/or expense reimbursement	0.90%	0.98%	1.05%	1.15%	1.27%	0.00%

TIAA-CREF International Funds ■ Prospectus 5


1	Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, LLC, has contractually agreed to reimburse the Fund for any Total annual Fund operating expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses and extraordinary expenses) that exceed: (i) 0.95% of average daily net assets for Institutional Class shares; (ii) 1.10% of average daily net assets for Advisor Class shares; (iii) 1.10% of average daily net assets for Premier Class shares; (iv) 1.20% of average daily net assets for Retirement Class shares; (v) 1.30% of average daily net assets for Retail Class shares; and (vi) 0.95% of average daily net assets for Class W shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2025, unless changed with approval of the Board of Trustees.
2	Teachers Advisors, LLC has contractually agreed to waive and/or reimburse Class W’s Management fees and Other expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses, Trustee expenses and extraordinary expenses) in their entirety. Teachers Advisors, LLC expects these waiver and/or reimbursement arrangements to remain in effect indefinitely, unless changed or terminated 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 fee waivers and/or expense reimbursements, remain the same. The example assumes that the Fund’s fee waiver and/or expense reimbursement arrangements will each remain in place for the durations noted in the table above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


	Institutional Class		Advisor Class		Premier Class		Retirement Class		Retail Class		Class W
1 year	$	92	$	100	$	107	$	117	$	129	$	0
3 years	$	287	$	312	$	334	$	365	$	403	$	0
5 years	$	498	$	542	$	579	$	633	$	697	$	0
10 years	$	1,108	$	1,201	$	1,283	$	1,398	$	1,534	$	0

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, 2023, the Fund’s portfolio turnover rate was 67% 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

6 Prospectus ■ TIAA-CREF International Funds

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. The stock selection decisions of the Fund’s investment adviser, Teachers Advisors, LLC (“Advisors”), drive Advisors’ 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 that it believes have 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.

The Fund may purchase and sell futures, options, swaps and other equity derivatives to carry out the Fund’s investment strategies.

Principal investment risks

You could lose money over short or long periods by investing in this Fund. An investment in the Fund, due to the nature of the Fund’s portfolio holdings, 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. Such conditions may add significantly to the risk of volatility in the net asset value (“NAV”) of the Fund’s shares and adversely affect the Fund and its investments. From time to time, the Fund may invest a significant portion of its assets in companies in one or more related sectors or industries, which would make the Fund more vulnerable to adverse developments affecting such sectors or industries. The Fund currently invests a significant portion of its assets in companies in the consumer discretionary and information technology sectors, although this may change over time.

· Issuer Risk (often called Financial Risk)—The risk that an issuer’s earnings prospects, credit rating 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.

· 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 and may not produce expected returns.

TIAA-CREF International Funds ■ Prospectus 7

· 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 as well as armed conflicts 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 have lower liquidity and be more difficult to value than investments in U.S. issuers. To the extent the Fund invests a significant portion of its assets in the securities of companies in a single country or region, it may be more susceptible to adverse economic, market, political or regulatory events or conditions affecting that country or region. The Fund currently invests a significant portion of its assets in companies located in China, although this may change over time. Foreign investments may also be subject to risk of loss because of more or less foreign government regulation, less public information, less stringent investor protections and less stringent accounting, corporate governance, financial reporting and disclosure standards. Changes in the value of foreign currencies may make the return on an investment increase or decrease, unrelated to the quality or performance of the investment itself. The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other restrictions by the United States or other governments may also negatively impact the Fund’s investments. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate the Fund’s ability to purchase or sell certain foreign securities or groups of foreign securities, and/or thus may make the Fund’s investments in such securities less liquid (or illiquid) or more difficult to value. The type and severity of sanctions and other measures that may be imposed could vary broadly in scope, and their impact is impossible to predict.

8 Prospectus ■ TIAA-CREF International Funds

the Fund are subject to a variety of special restrictions in many emerging market countries. Moreover, legal remedies for investors in emerging markets may be more limited, and U.S. authorities may have less ability to bring actions against bad actors in emerging market countries. Frontier markets are those emerging markets that are considered to be among the smallest, least mature and least liquid, and as a result, the risks of investing in emerging markets are magnified in frontier markets.

· 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.

· Mid-Cap Risk—The risk that the stocks of mid-capitalization companies often experience greater price volatility, lower trading volume and lower overall 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 often have lower overall liquidity than securities of larger companies as a result of there being a smaller market for their securities, which can have an adverse effect on the pricing of these securities and on the ability to sell these securities when Advisors deems it appropriate.

· Illiquid Investments Risk—The risk that illiquid investments may be difficult to sell for the value at which they are carried, if at all, or at any price within the desired time frame.

· Currency Risk—The risk that foreign (non-U.S.) currencies may decline in value relative to the U.S. dollar and adversely affect the value of the Fund’s investments in foreign currencies, securities denominated in foreign currencies or derivative instruments that provide exposure to foreign currencies.

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

TIAA-CREF International Funds ■ Prospectus 9

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 may vary from the other share classes. Below the bar chart are the best and worst returns of the Institutional Class for a calendar quarter during the full calendar-year periods covered by the bar chart. The performance table following the bar chart shows the Fund’s average annual total returns for the Institutional, Advisor, Premier, Retirement, Retail and Class W classes over the applicable one-year, five-year, ten-year and since-inception periods ended December 31, 2023, 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 Advisors to waive, reimburse and/or compensate the Fund for certain fees, expenses and/or costs. Without these reductions and/or compensation, the returns of the Fund would have been lower. Past performance of the Fund (before and after taxes) is not necessarily an indication of how it will perform in the future. The benchmark index listed below is unmanaged, and you cannot invest directly in an index. The returns for the benchmark 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.org.

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)

Emerging Markets Equity Fund

PerformanceBarChartData(2014:-7.75,2015:-12.85,2016:5.96,2017:45.45,2018:-18.11,2019:28.62,2020:18.23,2021:-16.62,2022:-20.02,2023:13.97)

Best quarter: 23.74%, for the quarter ended June 30, 2020. Worst quarter: -28.45%, for the quarter ended March 31, 2020.

10 Prospectus ■ TIAA-CREF International Funds

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2023


		Inception date	One year		Five years		Ten years
Institutional Class		8/31/2010
	Return before taxes		13.97	%	2.94	%	1.60	%
	Return after taxes on distributions		12.72	%	0.95	%	0.43	%
	Return after taxes on distributions and sale of
	Fund shares		8.51	%	2.07	%	1.21	%
Advisor Class		12/4/2015
	Return before taxes		14.02	%	2.87	%	1.56	%^#
Premier Class		8/31/2010
	Return before taxes		13.87	%	2.85	%	1.49	%
Retirement Class		8/31/2010
	Return before taxes		13.79	%	2.80	%	1.42	%
Retail Class		8/31/2010
	Return before taxes		13.58	%	2.55	%	1.22	%
Class W		9/28/2018
	Return before taxes		15.13	%	3.86	%	2.08	%^#

MSCI Emerging Markets Index
(reflects reinvested dividends net of withholding
taxes but reflects no deductions for fees, expenses
or other taxes)			9.83	%	3.68	%	2.66	%

Current performance of the Fund’s shares may be higher or lower than that shown above.
^#	The performance shown for the Advisor Class and Class W that is prior to their respective inception dates is based on performance of the Institutional Class. The performance for these periods has not been restated to reflect the actual expenses of the Advisor Class and Class W. If these actual expenses had been reflected, the performance of these two classes shown for these periods would have been different because the Advisor Class and Class W have different expenses than 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 International Funds ■ Prospectus 11

Portfolio management

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

Portfolio Managers. The following persons are primarily responsible for the management of the Fund on a day-to-day basis:




Name:	Barton Grenning	Willis Tsai
Title:	Managing Director	Managing Director
Experience on Fund:	since 2015	since 2023

Purchase and sale of Fund shares

Institutional Class shares are available for purchase directly from the Fund by certain eligible investors (which include employee benefit plans and financial intermediaries). Advisor Class shares are available for purchase through certain financial intermediaries, employee benefit plans and insurance company separate accounts. Premier Class and Retirement Class shares are generally available for purchase through employee benefit plans, other types of savings plans or accounts and certain financial intermediaries. Retail Class shares are available for purchase through certain financial intermediaries or by contacting the Fund directly at www.tiaa.org or 800-223-1200. Class W shares are available for purchase directly from the Fund only by funds advised by Advisors or its affiliates or other clients or accounts of Advisors or its affiliates that are subject to a contractual fee for advisory, management or other similar or related services provided by Advisors or its affiliates.

· 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. Employee benefit plans, fee-based managed account programs (“wrap accounts”), state sponsored 529 college savings plans, collective trust funds, investment companies or other pooled investment vehicles, thrifts and bank and trust companies that have entered into agreements to offer Institutional Class shares held in omnibus accounts on the books of the Fund are exempt from initial and subsequent investment minimums.

· There are no minimum initial or subsequent investment requirements for Advisor Class, Premier Class, Retirement Class or Class W shares.

· The minimum initial investment for Retail Class shares is $2,000 per Fund account 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.

12 Prospectus ■ TIAA-CREF International Funds

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 shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and/or its related companies may pay the financial intermediary for providing investor services. The Fund’s related companies may also pay the financial 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 financial 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 International Funds ■ Prospectus 13

Summary information

TIAA-CREF International Equity Fund

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

SHAREHOLDER FEES (fees paid directly from your investment)


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class	Class W
Maximum sales charge imposed on purchases (percentage of offering price)	0%	0%	0%	0%	0%	0%
Maximum deferred sales charge	0%	0%	0%	0%	0%	0%
Maximum sales charge imposed on reinvested dividends and other distributions	0%	0%	0%	0%	0%	0%
Redemption or exchange fee	0%	0%	0%	0%	0%	0%
Account maintenance fee (annual fee on accounts under $2,000)	0%	0%	0%	0%	$15.00	0%

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


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class	Class W

Management fees	0.44%	0.44%	0.44%	0.44%	0.44%	0.44%
Distribution (Rule 12b-1) fees	—	—	0.15%	—	0.25%	—
Other expenses	0.02%	0.12%	0.02%	0.27%	0.12%	0.02%
Total annual Fund operating expenses	0.46%	0.56%	0.61%	0.71%	0.81%	0.46%
Waivers and expense reimbursements¹	—	—	—	—	—	(0.46)%	²
Total annual Fund operating expenses after fee waiver and/or expense reimbursement	0.46%	0.56%	0.61%	0.71%	0.81%	0.00%

14 Prospectus ■ TIAA-CREF International Funds


1	Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, LLC, has contractually agreed to reimburse the Fund for any Total annual Fund operating expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses and extraordinary expenses) that exceed: (i) 0.60% of average daily net assets for Institutional Class shares; (ii) 0.75% of average daily net assets for Advisor Class shares; (iii) 0.75% of average daily net assets for Premier Class shares; (iv) 0.85% of average daily net assets for Retirement Class shares; (v) 0.95% of average daily net assets for Retail Class shares; and (vi) 0.60% of average daily net assets for Class W shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2025, unless changed with approval of the Board of Trustees.
2	Teachers Advisors, LLC has contractually agreed to waive and/or reimburse Class W’s Management fees and Other expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses, Trustee expenses and extraordinary expenses) in their entirety. Teachers Advisors, LLC expects these waiver and/or reimbursement arrangements to remain in effect indefinitely, unless changed or terminated with approval of the Board of Trustees.

Example


	Institutional Class		Advisor Class		Premier Class		Retirement Class		Retail Class		Class W
1 year	$	47	$	57	$	62	$	73	$	83	$	0
3 years	$	148	$	179	$	195	$	227	$	259	$	0
5 years	$	258	$	313	$	340	$	395	$	450	$	0
10 years	$	579	$	701	$	762	$	883	$	1,002	$	0

Portfolio turnover

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. The Fund’s investment adviser, Teachers Advisors,

TIAA-CREF International Funds ■ Prospectus 15

LLC (“Advisors”), selects individual stocks, and lets the Fund’s country and regional asset allocations evolve from their stock selection. 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.

The Fund is actively managed; however, Advisors regularly reviews the Fund’s sector and country exposure against the Fund’s benchmark index, the MSCI EAFE^® (Europe, Australasia, Far East) Index (the “MSCI EAFE Index”), to seek to control risk.

The Fund may purchase and sell futures, options, swaps and other equity derivatives to carry out the Fund’s investment strategies.

Principal investment risks

16 Prospectus ■ TIAA-CREF International Funds

· 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 as well as armed conflicts 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 have lower liquidity and be more difficult to value than investments in U.S. issuers. To the extent the Fund invests a significant portion of its assets in the securities of companies in a single country or region, it may be more susceptible to adverse economic, market, political or regulatory events or conditions affecting that country or region. The Fund currently invests a significant portion of its assets in companies located in Japan, although this may change over time. Foreign investments may also be subject to risk of loss because of more or less foreign government regulation, less public information, less stringent investor protections and less stringent accounting, corporate governance, financial reporting and disclosure standards. Changes in the value of foreign currencies may make the return on an investment increase or decrease, unrelated to the quality or performance of the investment itself. The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other restrictions by the United States or other governments may also negatively impact the Fund’s investments. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate the Fund’s ability to purchase or sell certain foreign securities or groups of foreign securities, and/or thus may make the Fund’s investments in such securities less liquid (or illiquid) or more difficult to value. The type and severity of sanctions and other measures that may be imposed could vary broadly in scope, and their impact is impossible to predict.

TIAA-CREF International Funds ■ Prospectus 17

· Illiquid Investments Risk—The risk that illiquid investments may be difficult to sell for the value at which they are carried, if at all, or at any price within the desired time frame.

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 may vary from the other share classes. Below the bar chart are the best and worst returns of the Institutional Class for a calendar quarter during the full calendar-year periods covered by the bar chart. The performance table following the bar chart shows the Fund’s average annual total returns for the Institutional, Advisor, Premier, Retirement, Retail and Class W classes over the applicable one-year, five-year, ten-year and since-inception periods ended December 31, 2023, 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

18 Prospectus ■ TIAA-CREF International Funds

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.org.

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)

International Equity Fund

PerformanceBarChartData(2014:-7.99,2015:-1.18,2016:0.41,2017:32.94,2018:-23.43,2019:23.19,2020:15.82,2021:10.81,2022:-17.33,2023:16.89)

Best quarter: 21.00%, for the quarter ended June 30, 2020. Worst quarter: -24.85%, for the quarter ended March 31, 2020.

TIAA-CREF International Funds ■ Prospectus 19

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2023


		Inception date	One year		Five years		Ten years
Institutional Class		7/1/1999
	Return before taxes		16.89	%	8.85	%	3.57	%
	Return after taxes on distributions		16.31	%	8.45	%	3.09	%
	Return after taxes on distributions and sale of
	Fund shares		10.66	%	7.11	%	2.83	%
Advisor Class		12/4/2015
	Return before taxes		16.80	%	8.74	%	3.48	%^#
Premier Class		9/30/2009
	Return before taxes		16.71	%	8.68	%	3.41	%
Retirement Class		10/1/2002
	Return before taxes		16.62	%	8.59	%	3.32	%
Retail Class		3/31/2006
	Return before taxes		16.50	%	8.49	%	3.23	%
Class W		9/28/2018
	Return before taxes		17.48	%	9.36	%	3.82	%^#

MSCI EAFE^® Index
(reflects reinvested dividends net of withholding
taxes but reflects no deductions for fees, expenses
or other taxes)			18.24	%	8.16	%	4.28	%

Current performance of the Fund’s shares may be higher or lower than that shown above.
^#	The performance shown for the Advisor Class and Class W that is prior to their respective inception dates is based on performance of the Institutional Class. The performance for these periods has not been restated to reflect the actual expenses of the Advisor Class and Class W. If these actual expenses had been reflected, the performance of these two classes shown for these periods would have been different because the Advisor Class and Class W have different expenses than 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, LLC.

Portfolio Managers. The following persons are primarily responsible for the management of the Fund on a day-to-day basis:



Name:	John Tribolet	Gregory Mancini
Title:	Managing Director	Managing Director
Experience on Fund:	since 2020	since 2020

20 Prospectus ■ TIAA-CREF International Funds

Purchase and sale of Fund shares

· There are no minimum initial or subsequent investment requirements for Advisor Class, Premier Class, Retirement Class or Class W shares.

Redeeming or Exchanging Shares. You can redeem (sell) or exchange your shares of the Fund on any day that the New York Stock Exchange (“NYSE”) or its affiliated exchanges, NYSE Arca Equities or NYSE American, are open for trading (each such day a “Business Day”). Exchanges may be made for shares of the same share class of other funds offered by the Trust. 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

TIAA-CREF International Funds ■ Prospectus 21

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

22 Prospectus ■ TIAA-CREF International Funds

Summary information

TIAA-CREF International Opportunities Fund

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

SHAREHOLDER FEES (fees paid directly from your investment)


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class	Class W
Maximum sales charge imposed on purchases (percentage of offering price)	0%	0%	0%	0%	0%	0%
Maximum deferred sales charge	0%	0%	0%	0%	0%	0%
Maximum sales charge imposed on reinvested dividends and other distributions	0%	0%	0%	0%	0%	0%
Redemption or exchange fee	0%	0%	0%	0%	0%	0%
Account maintenance fee (annual fee on accounts under $2,000)	0%	0%	0%	0%	$15.00	0%

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


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class	Class W

Management fees	0.58%	0.58%	0.58%	0.58%	0.58%	0.58%
Distribution (Rule 12b-1) fees	—	—	0.15%	—	0.25%	—
Other expenses	0.02%	0.11%	0.03%	0.27%	0.07%	0.02%
Total annual Fund operating expenses	0.60%	0.69%	0.76%	0.85%	0.90%	0.60%
Waivers and expense reimbursements¹	—	—	—	—	—	(0.60)%	²
Total annual Fund operating expenses after fee waiver and/or expense reimbursement	0.60%	0.69%	0.76%	0.85%	0.90%	0.00%

TIAA-CREF International Funds ■ Prospectus 23


1	Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, LLC, has contractually agreed to reimburse the Fund for any Total annual Fund operating expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses and extraordinary expenses) that exceed: (i) 0.70% of average daily net assets for Institutional Class shares; (ii) 0.85% of average daily net assets for Advisor Class shares; (iii) 0.85% of average daily net assets for Premier Class shares; (iv) 0.95% of average daily net assets for Retirement Class shares; (v) 1.05% of average daily net assets for Retail Class shares; and (vi) 0.70% of average daily net assets for Class W shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2025, unless changed with approval of the Board of Trustees.
2	Teachers Advisors, LLC has contractually agreed to waive and/or reimburse Class W’s Management fees and Other expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses, Trustee expenses and extraordinary expenses) in their entirety. Teachers Advisors, LLC expects these waiver and/or reimbursement arrangements to remain in effect indefinitely, unless changed or terminated with approval of the Board of Trustees.

Example


	Institutional Class		Advisor Class		Premier Class		Retirement Class		Retail Class		Class W
1 year	$	61	$	70	$	78	$	87	$	92	$	0
3 years	$	192	$	221	$	243	$	271	$	287	$	0
5 years	$	335	$	384	$	422	$	471	$	498	$	0
10 years	$	750	$	859	$	942	$	1,049	$	1,108	$	0

Portfolio turnover

Principal investment strategies

The Fund primarily invests in equity securities of issuers in developed and emerging markets located around the world but outside the United States. The Fund anticipates investing in a number of foreign markets, but at a minimum it will invest in at least three countries outside the United States. The Fund’s

24 Prospectus ■ TIAA-CREF International Funds

investment adviser, Teachers Advisors, LLC (“Advisors”), selects individual stocks, and lets the Fund’s country and regional asset allocations evolve from this stock selection. The Fund may invest in companies of all sizes.

Advisors typically invests in companies that it believes can demonstrate positive and sustainable structural change. In addition, Advisors looks for companies in the early stages of a structural growth opportunity driven by differentiated products and/or services that maintain strong barriers to entry, continue to outgrow peers and demonstrate accelerating top-line growth with margin expansion. 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.

The Fund is actively managed; however, Advisors regularly reviews the Fund’s sector and country exposure against the Fund’s benchmark index, the MSCI ACWI (All Country World Index) ex USA^® Index (the “MSCI ACWI ex USA Index”), to seek to control risk.

The Fund may purchase and sell futures, options, swaps and other equity derivatives to carry out the Fund’s investment strategies.

Principal investment risks

· Foreign Investment Risk—Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory,

TIAA-CREF International Funds ■ Prospectus 25

currency, market or economic developments as well as armed conflicts 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 have lower liquidity and be more difficult to value than investments in U.S. issuers. To the extent the Fund invests a significant portion of its assets in the securities of companies in a single country or region, it may be more susceptible to adverse economic, market, political or regulatory events or conditions affecting that country or region. Foreign investments may also be subject to risk of loss because of more or less foreign government regulation, less public information, less stringent investor protections and less stringent accounting, corporate governance, financial reporting and disclosure standards. Changes in the value of foreign currencies may make the return on an investment increase or decrease, unrelated to the quality or performance of the investment itself. The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other restrictions by the United States or other governments may also negatively impact the Fund’s investments. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate the Fund’s ability to purchase or sell certain foreign securities or groups of foreign securities, and/or thus may make the Fund’s investments in such securities less liquid (or illiquid) or more difficult to value. The type and severity of sanctions and other measures that may be imposed could vary broadly in scope, and their impact is impossible to predict.

26 Prospectus ■ TIAA-CREF International Funds

those emerging markets that are considered to be among the smallest, least mature and least liquid, and as a result, the risks of investing in emerging markets are magnified in frontier markets.

· Illiquid Investments Risk—The risk that illiquid investments may be difficult to sell for the value at which they are carried, if at all, or at any price within the desired time frame.

Please see the non-summary portion of the Prospectus for more detailed information about the risks described above.

Past performance

TIAA-CREF International Funds ■ Prospectus 27

worst returns of the Institutional Class for a calendar quarter during the full calendar-year periods covered by the bar chart. The performance table following the bar chart shows the Fund’s average annual total returns for the Institutional, Advisor, Premier, Retirement, Retail and Class W classes over the applicable one-year, five-year, ten-year and since-inception periods ended December 31, 2023, 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.org.

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)

International Opportunities Fund

PerformanceBarChartData(2014:-8.09,2015:1.67,2016:-0.69,2017:35.2,2018:-17.3,2019:30.32,2020:32.66,2021:3.33,2022:-24.47,2023:15.42)

Best quarter: 33.30%, for the quarter ended June 30, 2020. Worst quarter: -22.53%, for the quarter ended March 31, 2020.

28 Prospectus ■ TIAA-CREF International Funds

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2023


		Inception date	One year		Five years		Ten years
Institutional Class		4/12/2013
	Return before taxes		15.42	%	9.26	%	4.92	%
	Return after taxes on distributions		15.16	%	8.57	%	4.47	%
	Return after taxes on distributions and sale of
	Fund shares		9.44	%	7.39	%	3.94	%
Advisor Class		12/4/2015
	Return before taxes		15.32	%	9.17	%	4.85	%^#
Premier Class		4/12/2013
	Return before taxes		15.19	%	9.14	%	4.78	%
Retirement Class		4/12/2013
	Return before taxes		15.19	%	9.11	%	4.71	%
Retail Class		4/12/2013
	Return before taxes		15.06	%	8.85	%	4.50	%
Class W		9/28/2018
	Return before taxes		16.09	%	9.91	%	5.24	%^#

MSCI All Country World Index ex USA
(reflects reinvested dividends net of withholding
taxes but reflects no deductions for fees, expenses
or other taxes)			15.62	%	7.08	%	3.83	%

Current performance of the Fund’s shares may be higher or lower than that shown above.
^#	The performance shown for the Advisor Class and Class W that is prior to their respective inception dates is based on performance of the Institutional Class. The performance for these periods has not been restated to reflect the actual expenses of the Advisor Class and Class W. If these actual expenses had been reflected, the performance of these two classes shown for these periods would have been different because the Advisor Class and Class W have different expenses than 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, LLC.

Portfolio Managers. The following persons are primarily responsible for the management of the Fund on a day-to-day basis:



Name:	Jason Campbell	Dan Roberts
Title:	Managing Director	Managing Director
Experience on Fund:	since 2013	since 2019

TIAA-CREF International Funds ■ Prospectus 29

Purchase and sale of Fund shares

· There are no minimum initial or subsequent investment requirements for Advisor Class, Premier Class, Retirement Class or Class W shares.

Tax information

30 Prospectus ■ TIAA-CREF International Funds

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

TIAA-CREF International Funds ■ Prospectus 31

Summary information

TIAA-CREF Quant International Small-Cap Equity Fund

Investment objective

The Fund seeks a favorable long-term total return, mainly through capital appreciation.

Fees and expenses

SHAREHOLDER FEES (fees paid directly from your investment)


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class	Class W
Maximum sales charge imposed on purchases (percentage of offering price)	0%	0%	0%	0%	0%	0%
Maximum deferred sales charge	0%	0%	0%	0%	0%	0%
Maximum sales charge imposed on reinvested dividends and other distributions	0%	0%	0%	0%	0%	0%
Redemption or exchange fee	0%	0%	0%	0%	0%	0%
Account maintenance fee (annual fee on accounts under $2,000)	0%	0%	0%	0%	$15.00	0%

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


	Institutional Class	Advisor Class		Premier Class	Retirement Class	Retail Class	Class W

Management fees	0.65%	0.65%		0.65%	0.65%	0.65%	0.65%
Distribution (Rule 12b-1) fees	—	—		0.15%	—	0.25%	—
Other expenses	0.09%	0.17%	¹	0.13%	0.34%	0.26%	0.09%
Total annual Fund operating expenses	0.74%	0.82%		0.93%	0.99%	1.16%	0.74%
Waivers and expense reimbursements²	—	—		(0.03)%	—	(0.06)%	(0.74)%	³
Total annual Fund operating expenses after fee waiver and/or expense reimbursement	0.74%	0.82%		0.90%	0.99%	1.10%	0.00%

32 Prospectus ■ TIAA-CREF International Funds


1	Restated to reflect estimate for the current fiscal year.
2	Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, LLC, has contractually agreed to reimburse the Fund for any Total annual Fund operating expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses and extraordinary expenses) that exceed: (i) 0.75% of average daily net assets for Institutional Class shares; (ii) 0.90% of average daily net assets for Advisor Class shares; (iii) 0.90% of average daily net assets for Premier Class shares; (iv) 1.00% of average daily net assets for Retirement Class shares; (v) 1.10% of average daily net assets for Retail Class shares; and (vi) 0.75% of average daily net assets for Class W shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2025, unless changed with approval of the Board of Trustees.
3	Teachers Advisors, LLC has contractually agreed to waive and/or reimburse Class W’s Management fees and Other expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses, Trustee expenses and extraordinary expenses) in their entirety. Teachers Advisors, LLC expects these waiver and/or reimbursement arrangements to remain in effect indefinitely, unless changed or terminated with approval of the Board of Trustees.

Example


	Institutional Class		Advisor Class		Premier Class		Retirement Class		Retail Class		Class W
1 year	$	76	$	84	$	92	$	101	$	112	$	0
3 years	$	237	$	262	$	293	$	315	$	363	$	0
5 years	$	411	$	455	$	512	$	547	$	633	$	0
10 years	$	918	$	1,014	$	1,140	$	1,213	$	1,404	$	0

Portfolio turnover

Principal investment strategies

Under normal circumstances, the Fund invests at least 80% of its assets in small-cap equity securities of foreign issuers. In seeking a favorable long-term total return, the Fund will invest in securities that the Fund’s investment adviser,

TIAA-CREF International Funds ■ Prospectus 33

Teachers Advisors, LLC (“Advisors”), believes have favorable prospects for long-term capital appreciation. A “small-cap” equity security is a security within the capitalization range of the companies included in the Fund’s benchmark index, the MSCI ACWI ex USA Small Cap^® Index (the “Index”), at the time of purchase. The Fund may invest in equity securities of small companies across a wide range of sectors, growth rates and valuations. From time to time, Advisors reviews the Fund’s sector and country exposure against the Index to seek to control risk in relation to the Index. The Fund may invest in emerging markets to varying degrees, depending on stock-specific opportunities. The Fund considers investments of foreign issuers to generally include any one or more of the following: (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 of the United States, and (4) foreign governments and agencies or instrumentalities of foreign governments. The Fund has a policy of maintaining investments of equity securities of foreign issuers in at least three countries other than the United States. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes.

Advisors uses proprietary quantitative models, or models utilizing econometric and mathematical techniques based on financial and investment theories, to evaluate and score a broad universe of stocks in which the Fund invests. These models typically weigh many different variables, including the valuation of the individual stock versus the market or its peers, future earnings and sustainable growth prospects, and the price and volume trends of the stock. The score is used to form the portfolio, and the following additional inputs may also be considered: weightings of the stock and its corresponding sector in the benchmark, correlations of the stocks in the universe and trading costs. The Fund may purchase foreign equity securities denominated in U.S. dollars or in non-U.S. dollar currencies, and equity securities issued in connection with reorganizations and other special situations. Although Advisors does not anticipate that the Fund will have significant exposure to equity securities issued in connection with reorganizations and other special situations, the Fund is not subject to any preset limit.

The overall goal is to build a portfolio of stocks that generate a favorable long-term total return, while also managing the relative risk of the Fund versus the Index. The Fund may also purchase and sell futures, options, swaps and other equity derivatives to carry out the Fund’s investment strategies. The Fund’s strategy is based upon Advisors’ understanding of the interplay of market factors and does not assure the Fund will perform as intended. The markets or the prices of individual securities may be affected by factors not taken into account in Advisors’ analysis.

34 Prospectus ■ TIAA-CREF International Funds

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. Such conditions may add significantly to the risk of volatility in the net asset value (“NAV”) of the Fund’s shares and adversely affect the Fund and its investments. From time to time, the Fund may invest a significant portion of its assets in companies in one or more related sectors or industries, which would make the Fund more vulnerable to adverse developments affecting such sectors or industries. The Fund currently invests a significant portion of its assets in companies in the industrials sector, although this may change over time.

· Quantitative Analysis Risk—The risk that stocks selected using quantitative modeling and analysis could perform differently from the market as a whole and the risk that such quantitative analysis and modeling may not adequately take into account certain factors, may contain design flaws or inaccurate assumptions and may rely on inaccurate data inputs, which may result in losses to the Fund.

TIAA-CREF International Funds ■ Prospectus 35

instruments of U.S. issuers. This risk may be heightened in emerging or developing markets. Foreign investments may also have lower liquidity and be more difficult to value than investments in U.S. issuers. To the extent the Fund invests a significant portion of its assets in the securities of companies in a single country or region, it may be more susceptible to adverse economic, market, political or regulatory events or conditions affecting that country or region. The Fund currently invests a significant portion of its assets in companies located in Japan, although this may change over time. Foreign investments may also be subject to risk of loss because of more or less foreign government regulation, less public information, less stringent investor protections and less stringent accounting, corporate governance, financial reporting and disclosure standards. Changes in the value of foreign currencies may make the return on an investment increase or decrease, unrelated to the quality or performance of the investment itself. The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other restrictions by the United States or other governments may also negatively impact the Fund’s investments. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate the Fund’s ability to purchase or sell certain foreign securities or groups of foreign securities, and/or thus may make the Fund’s investments in such securities less liquid (or illiquid) or more difficult to value. The type and severity of sanctions and other measures that may be imposed could vary broadly in scope, and their impact is impossible to predict.

36 Prospectus ■ TIAA-CREF International Funds

· Special Situation Risk—Stocks of companies involved in acquisitions, consolidations, tender offers or exchanges, takeovers, 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.

Please see the non-summary portion of the Prospectus for more detailed information about the risks described above.

Past performance

The following chart and table help illustrate some of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year. The bar chart shows the annual total returns of the Institutional Class of the Fund, before taxes, in each full calendar year since inception of the Institutional Class. Because the expenses vary across share classes, the performance of the Institutional Class may vary from the other share classes. Below the bar chart are the best and worst returns of the Institutional Class for a calendar quarter during the full calendar-year periods covered by the bar chart. The performance table following the bar chart shows the Fund’s average annual total returns for the Institutional, Advisor, Premier, Retirement, Retail and Class W classes over the applicable one-year, five-year, ten-year and since-inception periods ended December 31, 2023, 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.

TIAA-CREF International Funds ■ Prospectus 37

performance of the Fund (before and after taxes) is not necessarily an indication of how it will perform in the future. The benchmark index listed below is unmanaged, and you cannot invest directly in an index. The returns for the benchmark 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.org.

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)

Quant International Small-Cap Equity Fund

PerformanceBarChartData(2017:34.94,2018:-23.21,2019:20.78,2020:5.86,2021:11.64,2022:-18.34,2023:16.93)

Best quarter: 23.57%, for the quarter ended June 30, 2020. Worst quarter: -32.23%, for the quarter ended March 31, 2020.

38 Prospectus ■ TIAA-CREF International Funds

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2023


		Inception date	One year		Five years		Since inception
Institutional Class		12/9/2016
	Return before taxes		16.93	%	6.39	%	4.86	%
	Return after taxes on distributions		16.04	%	5.42	%	3.67	%
	Return after taxes on distributions and sale of
	Fund shares		10.54	%	4.88	%	3.60	%
Advisor Class		12/9/2016
	Return before taxes		16.77	%	6.35	%	4.80	%
Premier Class		12/9/2016
	Return before taxes		16.59	%	6.18	%	4.70	%
Retirement Class		12/9/2016
	Return before taxes		16.50	%	6.15	%	4.62	%
Retail Class		12/9/2016
	Return before taxes		16.44	%	5.94	%	4.43	%
Class W		9/28/2018
	Return before taxes		17.64	%	7.12	%	5.40	%^#

MSCI ACWI ex USA Small Cap Index
(reflects reinvested dividends net of withholding
taxes but reflects no deductions for fees, expenses
or other taxes)			15.66	%	7.89	%	6.73	%^†

Current performance of the Fund’s shares may be higher or lower than that shown above.
^#	The performance shown for Class W that is prior to its inception date is based on performance of the Institutional Class. The performance for these periods has not been restated to reflect the actual expenses of Class W. If these actual expenses had been reflected, the performance of Class W shown for these periods would have been different because Class W has different expenses than the Institutional Class.
^†	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 International Funds ■ Prospectus 39

Portfolio management

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

Portfolio Managers. The following persons are primarily responsible for the management of the Fund on a day-to-day basis:




Name:	Max Kozlov, CFA	Yuchang (Charles) Huang, CFA
Title:	Managing Director	Senior Director
Experience on Fund:	since 2020	since 2023

Purchase and sale of Fund shares

· There are no minimum initial or subsequent investment requirements for Advisor Class, Premier Class, Retirement Class or Class W shares.

40 Prospectus ■ TIAA-CREF International Funds

same share class of other funds offered by the Trust. 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

Payments to broker-dealers and other financial intermediary compensation

TIAA-CREF International Funds ■ Prospectus 41

Summary information

TIAA-CREF Social Choice International Equity Fund

Investment objective

The Fund seeks a favorable long-term total return that reflects the investment performance of the overall foreign equity markets while giving special consideration to certain environmental, social and governance (“ESG”) criteria.

Fees and expenses

SHAREHOLDER FEES (fees paid directly from your investment)


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class
Maximum sales charge imposed on purchases (percentage of offering price)	0%	0%	0%	0%	0%
Maximum deferred sales charge	0%	0%	0%	0%	0%
Maximum sales charge imposed on reinvested dividends and other distributions	0%	0%	0%	0%	0%
Redemption or exchange fee	0%	0%	0%	0%	0%
Account maintenance fee (annual fee on accounts under $2,000)	0%	0%	0%	0%	$15.00

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


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class

Management fees	0.30%	0.30%	0.30%	0.30%	0.30%
Distribution (Rule 12b-1) fees	—	—	0.15%	—	0.25%
Other expenses	0.04%	0.19%	0.05%	0.29%	0.08%
Total annual Fund operating expenses	0.34%	0.49%	0.50%	0.59%	0.63%
Waivers and expense reimbursements¹	—	—	—	—	—
Total annual Fund operating expenses after fee waiver and/or expense reimbursement	0.34%	0.49%	0.50%	0.59%	0.63%

42 Prospectus ■ TIAA-CREF International Funds

Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, LLC, has contractually agreed to reimburse the Fund for any Total annual Fund operating expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses and extraordinary expenses) that exceed: (i) 0.40% of average daily net assets for Institutional Class shares; (ii) 0.55% of average daily net assets for Advisor Class shares; (iii) 0.55% of average daily net assets for Premier Class shares; (iv) 0.65% of average daily net assets for Retirement Class shares; and (v) 0.75% of average daily net assets for Retail Class shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2025, 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 fee waivers and/or expense reimbursements, remain the same. The example assumes that the Fund’s fee waiver and/or expense reimbursement arrangements will each remain in place for the duration noted in the table above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


	Institutional Class		Advisor Class		Premier Class		Retirement Class		Retail Class
1 year	$	35	$	50	$	51	$	60	$	64
3 years	$	109	$	157	$	160	$	189	$	202
5 years	$	191	$	274	$	280	$	329	$	351
10 years	$	431	$	616	$	628	$	738	$	786

Portfolio turnover

Principal investment strategies

Under normal circumstances, the Fund invests at least 80% of its assets in equity securities of foreign issuers. The Fund attempts to achieve the return of the foreign equity markets, as represented by its benchmark index, the MSCI EAFE^® (Europe, Australasia, Far East) Index (the “MSCI EAFE Index”), while taking into consideration certain ESG criteria, which include criteria relating to carbon emissions and fossil fuel reserves. See “Additional information about the Fund’s benchmark index” in the non-summary portion of the Prospectus for more information about the Fund’s benchmark. Fund holdings may be denominated in

TIAA-CREF International Funds ■ Prospectus 43

U.S. dollars or non-U.S. dollar currencies. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes.

When selecting investments for the Fund, Teachers Advisors, LLC (“Advisors”), the Fund’s investment adviser, considers certain ESG criteria. The ESG criteria are generally implemented based on data provided by independent research vendor(s). The evaluation process favors companies with leadership in ESG performance relative to their peers. Typically, environmental assessment categories include climate change, natural resource use, waste management and environmental opportunities. Social evaluation categories include human capital, product safety and social opportunities. Governance assessment categories include corporate governance, business ethics and government and public policy. How well companies adhere to international norms and principles and involvement in major ESG controversies (examples of which may relate to the environment, customers, human rights and community, labor rights and supply chain, and governance) are other considerations.

The ESG evaluation process is conducted on an industry-specific basis and involves the identification of key performance indicators, which are given more or less relative weight compared to the broader range of potential assessment categories. When ESG concerns exist, the evaluation process gives careful consideration to how companies address the risks and opportunities they face in the context of their sector or industry and relative to their peers. The Fund will not generally invest in companies significantly involved in certain business activities, including but not limited to the production of alcohol, tobacco, military weapons, firearms, nuclear power, thermal coal and gambling products and services.

In addition to the overall ESG performance evaluation, the Fund favors companies that (1) demonstrate leadership in managing and mitigating their current carbon emissions and (2) do not have evidence of fossil fuel reserves ownership, regardless of industry. The determination of leadership criteria takes into consideration company carbon emissions both in absolute terms (e.g., tons of carbon emitted directly into the atmosphere) and in relative terms (e.g., tons of carbon emitted per unit of economic output such as sales). Reserves are fossil fuel deposits that have not yet been extracted. Evidence of fossil fuel reserves ownership includes company disclosure and statements regarding ownership.

After the ESG evaluation process is conducted, Advisors then uses quantitative investment techniques to attempt to closely match, to the extent practicable, the overall risk characteristics of the benchmark index. Under these quantitative investment techniques, the Fund uses a risk model to evaluate the stocks in which the Fund may invest and to inform the construction of a broadly diversified group of stocks.

44 Prospectus ■ TIAA-CREF International Funds

eliminate an issuer from being considered an eligible Fund investment. The ESG criteria the Fund takes into consideration are non-fundamental investment policies and may be changed without the approval of the Fund’s shareholders.

The Board of Trustees of the Trust or a designated committee thereof (“Board of Trustees”) reviews the ESG criteria used to evaluate securities held by the Fund and the ESG vendor(s) that provide the data that help inform these criteria. Subject to Board review, Advisors has the right to change the ESG vendor(s) at any time and to add to the number of vendors providing the ESG data.

Investing on the basis of ESG criteria is qualitative and subjective by nature. There can be no assurance that every Fund investment will meet ESG criteria, or will do so at all times, or that the ESG criteria or any judgment exercised by Advisors will reflect the beliefs or values of any particular investor.

Principal investment risks

· ESG Risk—The risk that because the Fund’s ESG criteria exclude securities of certain issuers for nonfinancial reasons, the Fund may forgo some market opportunities available to funds that do not use these criteria.

· Low-Carbon Risk—The risk that because the Fund’s investment strategy includes a special emphasis on companies with low current carbon emissions and an absence of fossil fuel reserves ownership, the Fund’s portfolio might exclude certain issuers for nonfinancial reasons and the Fund may forgo some market opportunities that otherwise would be available.

TIAA-CREF International Funds ■ Prospectus 45

· Benchmark Risk—The risk that the Fund’s performance may not correspond to its benchmark index for any period of time and may underperform such index or the overall financial market. Additionally, to the extent that the Fund’s investments vary from the composition of its benchmark index, the Fund’s performance could potentially vary from the index’s performance to a greater extent than if the Fund merely attempted to replicate the index.

· Illiquid Investments Risk—The risk that illiquid investments may be difficult to sell for the value at which they are carried, if at all, or at any price within the desired time frame.

46 Prospectus ■ TIAA-CREF International Funds

Please see the non-summary portion of the Prospectus for more detailed information about the risks described above.

Past performance

The following chart and table help illustrate some of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year. The bar chart shows the annual total returns of the Institutional Class of the Fund, before taxes, in each full calendar year since inception of the Institutional Class. Because the expenses vary across share classes, the performance of the Institutional Class may vary from the other share classes. Below the bar chart are the best and worst returns of the Institutional Class for a calendar quarter during the full calendar-year periods covered by the bar chart. The performance table following the bar chart shows the Fund’s average annual total returns for the Institutional, Advisor, Premier, Retirement and Retail classes over the applicable one-year, five-year, ten-year and since-inception periods ended December 31, 2023, 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 Advisors to waive or reimburse the Fund for certain fees and expenses. Without these waivers and reimbursements, the returns of the Fund would have been lower. Past performance of the Fund (before and after taxes) is not necessarily an indication of how it will perform in the future. The benchmark index listed below is unmanaged, and you cannot invest directly in an index. The returns for the benchmark 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.org.

TIAA-CREF International Funds ■ Prospectus 47

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)

Social Choice International Equity Fund

PerformanceBarChartData(2016:1.12,2017:24.52,2018:-13.58,2019:23.31,2020:9.87,2021:11.94,2022:-14.78,2023:19.25)

Best quarter: 18.24%, for the quarter ended December 31, 2022. Worst quarter: -22.29%, for the quarter ended March 31, 2020.

48 Prospectus ■ TIAA-CREF International Funds

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2023


		Inception date	One year		Five years		Since inception
Institutional Class		8/7/2015
	Return before taxes		19.25	%	9.04	%	5.52	%
	Return after taxes on distributions		18.36	%	8.51	%	5.03	%
	Return after taxes on distributions and sale of
	Fund shares		12.03	%	7.17	%	4.38	%
Advisor Class		12/4/2015
	Return before taxes		19.12	%	8.93	%	5.44	%^#
Premier Class		8/7/2015
	Return before taxes		18.98	%	8.84	%	5.34	%
Retirement Class		8/7/2015
	Return before taxes		18.95	%	8.75	%	5.25	%
Retail Class		8/7/2015
	Return before taxes		18.89	%	8.70	%	5.17	%

MSCI EAFE^® Index
(reflects reinvested dividends net of withholding
taxes but reflects no deductions for fees, expenses
or other taxes)			18.24	%	8.16	%	4.88	%^†

Current performance of the Fund’s shares may be higher or lower than that shown above.
^#	The performance shown for the Advisor Class that is prior to its inception date is based on performance of the Institutional Class. The performance for these periods has not been restated to reflect the actual expenses of the Advisor Class. If these actual expenses had been reflected, the performance of the Advisor Class shown for these periods would have been different because the Advisor Class has different expenses than the Institutional Class.
^†	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, LLC.

Portfolio Managers. The following persons are primarily responsible for the management of the Fund on a day-to-day basis:



Name:	Philip James (Jim) Campagna, CFA	Lei Liao, CFA	Darren Tran, CFA
Title:	Managing Director	Managing Director	Managing Director
Experience on Fund:	since 2015	since 2015	since 2022

TIAA-CREF International Funds ■ Prospectus 49

Purchase and sale of Fund shares

· There are no minimum initial or subsequent investment requirements for Advisor Class, Premier Class or Retirement Class shares.

Tax information

50 Prospectus ■ TIAA-CREF International Funds

Payments to broker-dealers and other financial intermediary compensation

TIAA-CREF International Funds ■ Prospectus 51

Summary information

TIAA-CREF Emerging Markets Debt Fund

Investment objective

The Fund seeks total return.

Fees and expenses

SHAREHOLDER FEES (fees paid directly from your investment)


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class	Class W
Maximum sales charge imposed on purchases (percentage of offering price)	0%	0%	0%	0%	0%	0%
Maximum deferred sales charge	0%	0%	0%	0%	0%	0%
Maximum sales charge imposed on reinvested dividends and other distributions	0%	0%	0%	0%	0%	0%
Redemption or exchange fee	0%	0%	0%	0%	0%	0%
Account maintenance fee (annual fee on accounts under $2,000)	0%	0%	0%	0%	$15.00	0%

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


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class	Class W

Management fees	0.55%	0.55%	0.55%	0.55%	0.55%	0.55%
Distribution (Rule 12b-1) fees	—	—	0.15%	—	0.25%	—
Other expenses	0.07%	0.14%	0.09%	0.32%	0.12%	0.07%
Total annual Fund operating expenses	0.62%	0.69%	0.79%	0.87%	0.92%	0.62%
Waivers and expense reimbursements¹	—	—	—	—	—	(0.62)%	²
Total annual Fund operating expenses after fee waiver and/or expense reimbursement	0.62%	0.69%	0.79%	0.87%	0.92%	0.00%

52 Prospectus ■ TIAA-CREF International Funds


1	Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, LLC, has contractually agreed to reimburse the Fund for any Total annual Fund operating expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses and extraordinary expenses) that exceed: (i) 0.65% of average daily net assets for Institutional Class shares; (ii) 0.80% of average daily net assets for Advisor Class shares; (iii) 0.80% of average daily net assets for Premier Class shares; (iv) 0.90% of average daily net assets for Retirement Class shares; (v) 1.00% of average daily net assets for Retail Class shares; and (vi) 0.65% of average daily net assets for Class W shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2025, unless changed with approval of the Board of Trustees.
2	Teachers Advisors, LLC has contractually agreed to waive and/or reimburse Class W’s Management fees and Other expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses, Trustee expenses and extraordinary expenses) in their entirety. Teachers Advisors, LLC expects these waiver and/or reimbursement arrangements to remain in effect indefinitely, unless changed or terminated with approval of the Board of Trustees.

Example


	Institutional Class		Advisor Class		Premier Class		Retirement Class		Retail Class		Class W
1 year	$	63	$	70	$	81	$	89	$	94	$	0
3 years	$	199	$	221	$	252	$	278	$	293	$	0
5 years	$	346	$	384	$	439	$	482	$	509	$	0
10 years	$	774	$	859	$	978	$	1,073	$	1,131	$	0

Portfolio turnover

The Fund pays transaction costs 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, 2023, the Fund’s portfolio turnover rate was 27% of the average value of its portfolio.

Principal investment strategies

Under normal market conditions, the Fund invests at least 80% of its assets in fixed-income securities of emerging market issuers or in instruments with economic characteristics similar to emerging market fixed-income securities. The Fund primarily invests in a broad range of sovereign, quasi-sovereign and

TIAA-CREF International Funds ■ Prospectus 53

corporate fixed-income securities rated B- or better but may also invest in fixed-income securities having a lower credit rating. The Fund does not rely exclusively on rating agencies when making investment decisions. Instead, the Fund’s investment adviser, Teachers Advisors, LLC (“Advisors”), performs its own credit analysis, paying particular attention to economic trends and other market events. Country and individual issuer allocations are then overweighted or underweighted relative to the Fund’s benchmark index, the J.P. Morgan Emerging Markets Bond Index (EMBI) Global Diversified (“EMBI-GD Index”), when Advisors believes that the Fund can take advantage of what appear to be undervalued, overlooked or misunderstood issuers that offer the potential to boost returns above that of the index. Fund holdings may be denominated in U.S. dollars or non-U.S. dollar currencies, including emerging market currencies. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes.

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 is located or 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 EMBI-GD Index, or any other country or market with similar emerging characteristics.

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

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

Principal investment risks

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

54 Prospectus ■ TIAA-CREF International Funds

could negatively affect Advisors’ ability to evaluate local companies or their potential impact on the Fund’s performance. 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 have lower overall liquidity 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 emerging market countries. Moreover, legal remedies for investors in emerging markets may be more limited, and U.S. authorities may have less ability to bring actions against bad actors in emerging market countries. Frontier markets are those emerging markets that are considered to be among the smallest, least mature and least liquid, and as a result, the risks of investing in emerging markets are magnified in frontier markets.

· Interest Rate Risk (a type of Market Risk)—The risk that changes in interest rates can adversely affect the value or liquidity of, and income generated by, fixed-income investments. This risk is heightened to the extent the Fund invests in longer duration fixed-income investments and during periods when prevailing interest rates are changing. There is a risk that interest rates across the financial system may change, possibly significantly and/or rapidly. In general, changing interest rates, including rates that fall below zero, or a lack of market participants may lead to decreased liquidity and increased volatility in the fixed-income or debt markets, making it more difficult for the Fund to sell fixed-income investments. Other factors that may affect the value of debt securities include, but are not limited to, economic, political, public health, and other crises and responses by governments and companies to such crises.

TIAA-CREF International Funds ■ Prospectus 55

the securities of companies in a single country or region, it may be more susceptible to adverse economic, market, political or regulatory events or conditions affecting that country or region. Foreign investments may also be subject to risk of loss because of more or less foreign government regulation, less public information, less stringent investor protections, and less stringent accounting, corporate governance, financial reporting and disclosure standards. Changes in the value of foreign currencies may make the return on an investment increase or decrease, unrelated to the quality or performance of the investment itself. The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other restrictions by the United States or other governments may also negatively impact the Fund’s investments. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate the Fund’s ability to purchase or sell certain foreign securities or groups of foreign securities, and/or thus may make the Fund’s investments in such securities less liquid (or illiquid) or more difficult to value. The type and severity of sanctions and other measures that may be imposed could vary broadly in scope, and their impact is impossible to predict.

· Credit Risk (a type of Issuer Risk)—The risk that the issuer of fixed-income investments may not be able or willing, or may be perceived (whether by market participants, rating agencies, pricing services or otherwise) as not able or willing, to meet interest or principal payments when the payments become due.

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

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

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

· Non-Investment-Grade Securities Risk—Issuers of non-investment-grade securities, which are usually called “high-yield” or “junk bonds,” are typically

56 Prospectus ■ TIAA-CREF International Funds

speculative in nature, in weaker financial health and such securities can be harder to value and sell and their prices can be more volatile than more highly rated securities. While these securities generally have higher rates of interest, they also involve greater risk of default than do securities of a higher-quality rating. In times of unusual or adverse market, economic or political conditions, these securities may experience higher than normal default rates.

· Illiquid Investments Risk—The risk that illiquid investments may be difficult to sell for the value at which they are carried, if at all, or at any price within the desired time frame.

Please see the non-summary portion of the Prospectus for more detailed information about the risks described above.

Past performance

The following chart and table help illustrate some of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year. The bar chart shows the annual total returns of the Institutional Class of the Fund, before taxes, in each full calendar year since inception of the Institutional Class. Because the expenses vary across share classes, the performance of the Institutional Class may vary from the other share classes. Below the bar chart are the best and worst returns of the Institutional Class for a calendar quarter during the full calendar-year periods covered by the bar chart. The performance table following the bar chart shows the Fund’s average annual total returns for the Institutional, Advisor, Premier, Retirement, Retail and Class W classes over the applicable one-year, five-year, ten-year and since-inception periods ended December 31, 2023, 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.

TIAA-CREF International Funds ■ Prospectus 57

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

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)

Emerging Markets Debt Fund

PerformanceBarChartData(2015:-2.94,2016:14.05,2017:14.01,2018:-5.97,2019:17.48,2020:6.12,2021:-0.86,2022:-14.4,2023:12.56)

Best quarter: 16.43%, for the quarter ended June 30, 2020. Worst quarter: -18.22%, for the quarter ended March 31, 2020.

58 Prospectus ■ TIAA-CREF International Funds

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2023


		Inception date	One year		Five years		Since inception
Institutional Class		9/26/2014
	Return before taxes		12.56	%	3.55	%	3.50	%
	Return after taxes on distributions		10.17	%	1.39	%	1.22	%
	Return after taxes on distributions and sale of
	Fund shares		7.33	%	1.80	%	1.67	%
Advisor Class		12/4/2015
	Return before taxes		12.45	%	3.47	%	3.45	%^#
Premier Class		9/26/2014
	Return before taxes		12.23	%	3.37	%	3.32	%
Retirement Class		9/26/2014
	Return before taxes		12.15	%	3.32	%	3.25	%
Retail Class		9/26/2014
	Return before taxes		12.22	%	3.23	%	3.17	%
Class W		9/28/2018
	Return before taxes		13.14	%	4.18	%	3.86	%^#

J.P. Morgan Emerging Markets Bond Index (EMBI) Global Diversified
(reflects no deductions for fees, expenses or taxes)			11.09	%	1.67	%	2.55	%^†

Current performance of the Fund’s shares may be higher or lower than that shown above.
^#	The performance shown for the Advisor Class and Class W that is prior to their respective inception dates is based on performance of the Institutional Class. The performance for these periods has not been restated to reflect the actual expenses of the Advisor Class and Class W. If these actual expenses had been reflected, the performance of these two classes shown for these periods would have been different because the Advisor Class and Class W have different expenses than the Institutional Class.
^†	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.

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

Portfolio management

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

Portfolio Managers. The following persons are primarily responsible for the management of the Fund on a day-to-day basis:

TIAA-CREF International Funds ■ Prospectus 59



Name:	Katherine Renfrew	John Espinosa	Alejandro Rivera, CFA	Karina Bubeck, CFA	Bao Vo
Title:	Managing Director	Managing Director	Senior Director	Managing Director	Managing Director
Experience on Fund:	since 2014	since 2023	since 2023	since 2023	since 2023

Purchase and sale of Fund shares

· There are no minimum initial or subsequent investment requirements for Advisor Class, Premier Class, Retirement Class or Class W shares.

60 Prospectus ■ TIAA-CREF International Funds

exchange requirements. If your shares are held directly with the Fund, contact the Fund directly in writing or by telephone.

Tax information

Payments to broker-dealers and other financial intermediary compensation

TIAA-CREF International Funds ■ Prospectus 61

Summary information

TIAA-CREF International Bond Fund

Investment objective

The Fund seeks total return.

Fees and expenses

SHAREHOLDER FEES (fees paid directly from your investment)


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class	Class W
Maximum sales charge imposed on purchases (percentage of offering price)	0%	0%	0%	0%	0%	0%
Maximum deferred sales charge	0%	0%	0%	0%	0%	0%
Maximum sales charge imposed on reinvested dividends and other distributions	0%	0%	0%	0%	0%	0%
Redemption or exchange fee	0%	0%	0%	0%	0%	0%
Account maintenance fee (annual fee on accounts under $2,000)	0%	0%	0%	0%	$15.00	0%

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


	Institutional Class	Advisor Class		Premier Class	Retirement Class	Retail Class	Class W

Management fees	0.50%	0.50%		0.50%	0.50%	0.50%	0.50%
Distribution (Rule 12b-1) fees	—	—		0.15%	—	0.25%	—
Other expenses	0.13%	0.23%	¹	0.15%	0.37%	0.22%	0.12%
Total annual Fund operating expenses	0.63%	0.73%		0.80%	0.87%	0.97%	0.62%
Waivers and expense reimbursements²	(0.03)%	(0.03)%		(0.05)%	(0.03)%	(0.03)%	(0.62)%	³
Total annual Fund operating expenses after fee waiver and/or expense reimbursement	0.60%	0.70%		0.75%	0.84%	0.94%	0.00%

62 Prospectus ■ TIAA-CREF International Funds


1	Restated to reflect estimate for the current fiscal year.
2	Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, LLC, has contractually agreed to reimburse the Fund for any Total annual Fund operating expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses and extraordinary expenses) that exceed: (i) 0.60% of average daily net assets for Institutional Class shares; (ii) 0.75% of average daily net assets for Advisor Class shares; (iii) 0.75% of average daily net assets for Premier Class shares; (iv) 0.85% of average daily net assets for Retirement Class shares; (v) 0.95% of average daily net assets for Retail Class shares; and (vi) 0.60% of average daily net assets for Class W shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2025, unless changed with approval of the Board of Trustees.
3	Teachers Advisors, LLC has contractually agreed to waive and/or reimburse Class W’s Management fees and Other expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses, Trustee expenses and extraordinary expenses) in their entirety. Teachers Advisors, LLC expects these waiver and/or reimbursement arrangements to remain in effect indefinitely, unless changed or terminated with approval of the Board of Trustees.

Example


	Institutional Class		Advisor Class		Premier Class		Retirement Class		Retail Class		Class W
1 year	$	61	$	72	$	77	$	86	$	96	$	0
3 years	$	199	$	230	$	250	$	275	$	306	$	0
5 years	$	348	$	403	$	439	$	479	$	533	$	0
10 years	$	783	$	904	$	985	$	1,070	$	1,187	$	0

Portfolio turnover

Principal investment strategies

Under normal market conditions, the Fund invests at least 80% of its assets in fixed-income investments of foreign issuers and derivative instruments, including those used to manage currency risk. The Fund primarily invests in a

TIAA-CREF International Funds ■ Prospectus 63

broad range of investment-grade sovereign, quasi-sovereign and corporate fixed-income investments. The Fund may also invest in other fixed-income securities, including those of non-investment-grade quality (usually called “high-yield” or “junk bonds”). Securities of non-investment-grade quality are speculative in nature. The Fund does not rely exclusively on rating agencies when making investment decisions. Instead, the Fund’s investment adviser, Teachers Advisors, LLC (“Advisors”), performs its own credit analysis, paying particular attention to economic trends and other market events. Country and individual issuer allocations are then overweighted or underweighted relative to the Fund’s benchmark index, the Bloomberg Global Aggregate ex-USD Index (Hedged) (the “Index”), when Advisors believes that the Fund can take advantage of what appear to be undervalued, overlooked or misunderstood issuers that offer the potential to boost returns above that of the Index. Fund holdings may be denominated in U.S. dollars or non-U.S. dollar currencies, including emerging market currencies. Under normal market conditions, the Fund will seek to hedge to the U.S. dollar approximately 80% of the Fund’s total exposure to investments denominated in currencies other than the U.S. dollar (on a net assets basis). Such hedging is intended to manage the currency risk associated with investment in bonds denominated in currencies other than the U.S. dollar. The Fund may invest in fixed-income securities of any maturity or duration. As of December 31, 2023, the duration of the Index was 7.08 years. “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. The Fund considers investments of foreign issuers to generally include one or more of the following: (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 of the United States, and (4) foreign governments and agencies or instrumentalities of foreign governments. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes. Derivative instruments, including those used to manage currency risk, are included as assets of the Fund for the purposes of the Fund’s 80% policy.

The Fund may also engage in relative value trading, a strategy in which the Fund reallocates assets across different countries, currencies, sectors and maturities. While this strategy is designed to enhance the Fund’s returns, it may also increase the Fund’s portfolio turnover rate. In addition, an increase in interest rates as well as other factors contributing to market volatility could lead to increased portfolio turnover.

The Fund may purchase and sell futures, options, swaps and other fixed-income derivative instruments to carry out the Fund’s investment strategies. In particular, the Fund may utilize forward currency contracts and currency-related futures contracts and swap agreements to manage currency risk.

The Fund may also seek exposure to Regulation S fixed-income securities through investment in a Cayman Islands exempted company that is wholly owned

64 Prospectus ■ TIAA-CREF International Funds

and controlled by the Fund (the “Regulation S Subsidiary”). Regulation S securities are securities of U.S. and non-U.S. issuers that are issued through private placement offerings without registration with the Securities and Exchange Commission (“SEC”) pursuant to Regulation S under the Securities Act of 1933. The Regulation S Subsidiary is advised by Advisors and has the same investment objective as the Fund. The Regulation S Subsidiary may invest without limitation in Regulation S securities.

The Fund may also seek exposure to certain bonds or fixed-income securities that are sold subject to selling restrictions generally designed to restrict the purchase of such bonds to non-U.S. persons (as defined for applicable U.S. federal income tax purposes) (“TEFRA Bonds”) through investment of up to 25% of its total assets in a separate Cayman Islands exempted company that is wholly owned and controlled by the Fund (the “TEFRA Bond Subsidiary”). The TEFRA Bond Subsidiary is advised by Advisors and has the same investment objective as the Fund. The TEFRA Bond Subsidiary may invest without limitation in TEFRA Bonds.

Principal investment risks

· Fixed-Income Foreign Investment Risk—Investment in fixed-income securities or financial instruments of foreign issuers involves increased risks due to adverse issuer, political, regulatory, currency, market or economic developments as well as armed conflicts. These developments may impact the ability of a foreign debt issuer to make timely and ultimate payments on its debt obligations to the Fund or impair the Fund’s ability to enforce its rights against the foreign debt issuer. These risks are heightened in emerging or developing markets. Foreign investments may also have lower overall liquidity and be more difficult to value than investments in U.S. issuers. To the extent the Fund invests a significant portion of its assets in the securities of companies in a single country or region, it may be more susceptible to adverse economic, market, political or regulatory events or conditions affecting that country or region. Foreign investments may also be subject to risk of loss because of more or less foreign government regulation, less public information, less stringent investor protections, and less stringent accounting, corporate governance, financial reporting and disclosure standards. Changes in the value of foreign currencies may make the return on an investment increase or decrease, unrelated to the quality or performance of the investment itself. The imposition of sanctions, exchange

TIAA-CREF International Funds ■ Prospectus 65

controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other restrictions by the United States or other governments may also negatively impact the Fund’s investments. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate the Fund’s ability to purchase or sell certain foreign securities or groups of foreign securities, and/or thus may make the Fund’s investments in such securities less liquid (or illiquid) or more difficult to value. The type and severity of sanctions and other measures that may be imposed could vary broadly in scope, and their impact is impossible to predict.

· Emerging Markets Risk—The risk of foreign investment often increases in countries with emerging markets or otherwise economically tied to emerging market countries. For example, these countries may have more unstable governments than developed countries, and their economies may be based on only a few industries. Emerging market countries may also have less stringent regulation of accounting, auditing, financial reporting and recordkeeping requirements, which would affect the Fund’s ability to evaluate potential portfolio companies. As a result, there could be less information available about issuers in emerging market countries, which could negatively affect Advisors’ ability to evaluate local companies or their potential impact on the Fund’s performance. 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 have lower overall liquidity 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 emerging market countries. Moreover, legal remedies for investors in emerging markets may be more limited, and U.S. authorities may have less ability to bring actions against bad actors in emerging market countries. Frontier markets are those emerging markets that are considered to be among the smallest, least mature and least liquid, and as a result, the risks of investing in emerging markets are magnified in frontier markets.

66 Prospectus ■ TIAA-CREF International Funds

political, public health, and other crises and responses by governments and companies to such crises.

· Currency Management Strategies Risk—Currency management strategies, including the use of forward currency contracts and other derivatives, may substantially change the Fund’s exposure to currencies and currency exchange rates and could result in losses to the Fund if currencies do not perform as Advisors anticipates.

· Counterparty and Third Party Risk—Transactions involving a counterparty to a derivative or other instrument, or to a third party responsible for servicing the instrument, are subject to the credit risk of the counterparty or third party, and to the counterparty’s or third party’s ability to perform in accordance with the terms of the transaction.

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

TIAA-CREF International Funds ■ Prospectus 67

a decline in the value of the issuer’s financial instruments over short or extended periods of time.

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

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

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

· Regulation S Securities Risk—The risk that Regulation S securities may be less liquid than publicly traded securities. Regulation S securities may not be subject to the disclosure and other investor protection requirements that would be applicable to publicly traded securities. As a result, Regulation S securities may involve a high degree of business and financial risk and may result in losses.

· Risks of Investments in the Fund’s TEFRA Bond Subsidiary—The Fund may seek exposure to TEFRA Bonds through investment of up to 25% of its total assets in the TEFRA Bond Subsidiary. Under the applicable U.S. Treasury regulations, income from the TEFRA Bond Subsidiary will only be considered qualifying income under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), if certain conditions are met. The tax treatment of the investments in the TEFRA Bond Subsidiary could affect the character, timing and/or amount of the Fund’s taxable income or any gains and distributions made by the Fund.

· Risks of Investments in the Fund’s Wholly Owned Subsidiaries—Neither the Regulation S Subsidiary nor the TEFRA Bond Subsidiary (together with the Regulation S Subsidiary, the “Subsidiaries”) is registered under the Investment Company Act of 1940 (the “1940 Act”), and the Subsidiaries are not subject to its investor protections (except as otherwise noted in the Prospectus). As an investor in the Subsidiaries, the Fund does not have all of the protections offered to investors by the 1940 Act. However, the Subsidiaries are wholly owned and controlled by the Fund and managed by Advisors. Therefore, the Fund’s ownership and control of the Subsidiaries make it unlikely that the Subsidiaries would take actions contrary to the interests of the Fund or its shareholders.

68 Prospectus ■ TIAA-CREF International Funds

higher-quality rating. In times of unusual or adverse market, economic or political conditions, these securities may experience higher than normal default rates.

· Illiquid Investments Risk—The risk that illiquid investments may be difficult to sell for the value at which they are carried, if at all, or at any price within the desired time frame.

· Portfolio Turnover Risk—Depending on market and other conditions, the Fund may experience high portfolio turnover, which may result in greater transactional expenses, such as brokerage commissions, bid-ask spreads, or dealer mark-ups, and capital gains (which could increase taxes and, consequently, reduce returns).

Please see the non-summary portion of the Prospectus for more detailed information about the risks described above.

Past performance

The following chart and table help illustrate some of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year. The bar chart shows the annual total returns of the Institutional Class of the Fund, before taxes, in each full calendar year since inception of the Institutional Class. Because the expenses vary across share classes, the performance of the Institutional Class may vary from the other share classes. Below the bar chart are the best and worst returns of the Institutional Class for a calendar quarter during the full calendar-year periods covered by the bar chart. The performance table following the bar chart shows the Fund’s average annual total returns for the Institutional, Advisor, Premier, Retirement, Retail and Class W classes over the applicable one-year, five-year, ten-year and since-inception periods ended December 31, 2023, 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.org.

TIAA-CREF International Funds ■ Prospectus 69

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)

International Bond Fund

PerformanceBarChartData(2017:5.55,2018:0.39,2019:9.96,2020:4.81,2021:-2.19,2022:-11.37,2023:9.06)

Best quarter: 6.31%, for the quarter ended December 31, 2023. Worst quarter: -6.10%, for the quarter ended June 30, 2022.

70 Prospectus ■ TIAA-CREF International Funds

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2023


		Inception date	One year		Five years		Since inception
Institutional Class		8/5/2016
	Return before taxes		9.06	%	1.73	%	1.56	%
	Return after taxes on distributions		8.96	%	0.01	%	–0.02	%
	Return after taxes on distributions and sale of
	Fund shares		5.36	%	0.61	%	0.52	%
Advisor Class		8/5/2016
	Return before taxes		8.98	%	1.69	%	1.52	%
Premier Class		8/5/2016
	Return before taxes		8.83	%	1.56	%	1.40	%
Retirement Class		8/5/2016
	Return before taxes		8.81	%	1.48	%	1.31	%
Retail Class		8/5/2016
	Return before taxes		8.80	%	1.38	%	1.22	%
Class W		9/28/2018
	Return before taxes		9.69	%	2.33	%	1.98	%^#

Bloomberg Global Aggregate ex-USD Index (Hedged)
(reflects no deductions for fees, expenses or taxes)			8.32	%	1.50	%	1.55	%^†

Current performance of the Fund’s shares may be higher or lower than that shown above.
^#	The performance shown for Class W that is prior to its inception date is based on performance of the Institutional Class. The performance for these periods has not been restated to reflect the actual expenses of Class W. If these actual expenses had been reflected, the performance of Class W shown for these periods would have been different because Class W has different expenses than the Institutional Class.
^†	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, LLC.

Portfolio Managers. The following persons are primarily responsible for the management of the Fund on a day-to-day basis:




Name:	John Espinosa	Melissa Zaccagnino	Aaron Enriquez
Title:	Managing Director	Senior Director	Senior Director
Experience on Fund:	since 2016	since 2023	since 2023

TIAA-CREF International Funds ■ Prospectus 71

Purchase and sale of Fund shares

· There are no minimum initial or subsequent investment requirements for Advisor Class, Premier Class, Retirement Class or Class W shares.

Tax information

72 Prospectus ■ TIAA-CREF International Funds

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 of the Funds

Additional information about the Funds

This Prospectus describes the Funds and their investment objectives, principal investment strategies and restrictions and principal investment risks. An investor should consider whether the Funds are an appropriate investment. The investment objectives of the Funds and their non-fundamental investment restrictions may be changed by the Board of Trustees of the Trust (“Board of Trustees” or “Board”) without shareholder approval. Certain investment restrictions described in the Funds’ Statement of Additional Information (“SAI”) are fundamental and may only be changed with shareholder approval.

As noted in the “Principal investment strategies” sections of this Prospectus, some Funds may have a policy of normally investing at least 80% of their assets (net assets, plus the amount of any borrowings for investment purposes) in the type of securities suggested by their names. Certain derivative instruments that have economic characteristics similar to the securities included in a Fund’s 80% investment policy may be included in the Fund’s 80% policy. Derivative instruments will also generally be valued on a mark-to-market basis. Shareholders will receive at least 60 days’ prior written notice before changes are made to this 80% policy.

The environmental, social and governance (“ESG”) criteria utilized by the Social Choice International Equity Fund evaluate issuers of equity securities in connection with certain environmental, social and governance assessment categories in reliance on input from ESG vendor(s). Examples of environmental assessment categories are: climate change, natural resource use, waste management and environmental opportunities. Social evaluation categories include human capital, product safety and social opportunities. Governance assessment categories include corporate governance, business ethics and

TIAA-CREF International Funds ■ Prospectus 73

government and public policy. How well companies adhere to international norms and principles and involvement in major ESG controversies (examples of which may relate to the environment, customers, human rights and community, labor rights and supply chain, and governance) are other considerations. Subject to Board review, the Fund has the right to change the ESG vendor(s) at any time and to change the number of vendors providing this service. While the Social Choice International Equity Fund favors companies that (1) demonstrate leadership in managing and mitigating their current carbon emissions and (2) do not have evidence of fossil fuel reserves ownership, regardless of industry, the Fund may invest in companies that are engaged in the extraction, storage and transportation of fossil fuels as long as they also meet the aforementioned criteria.

Advisors may, for temporary defensive purposes, invest some or all of the Funds’ assets in cash and money market instruments, although Advisors is not obligated to do so. In doing so, the Funds may be successful in reducing market losses but may otherwise not achieve their investment objectives. Cash assets are generally not income-generating and would impact a Fund’s performance.

The use of a particular index as a Fund’s benchmark index is not a fundamental policy and can be changed by the Board of Trustees without shareholder approval.

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

There can be no assurances that a Fund will achieve its investment objective and investors should not consider an investment in any one Fund to be a complete investment program.

Investors should be aware that investments made by a Fund and the results achieved by it at any given time are not expected to be the same as those made by other mutual funds for which Advisors or one of its affiliates acts as an investment adviser or sub-adviser, including mutual funds with names, investment objectives and policies similar to those of the Funds.

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 Funds

The Funds invest primarily in equity securities (except the Emerging Markets Debt Fund and International Bond Fund). 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 a Fund may increase or decrease as a result of its exposure to investments in equity securities and other instruments. The fact that a particular risk below is not specifically identified as being heightened under current conditions does not mean that the risk is not greater than under normal conditions. More specifically, each Fund (including the

74 Prospectus ■ TIAA-CREF International Funds

Emerging Markets Debt Fund and International Bond Fund) may be subject to the following principal investment risks:

· Active Management Risk—The risk that the performance of a Fund, which is actively managed, reflects in part the ability of Advisors to make active investment, strategic or trading decisions that are suited to achieving the Fund’s investment objective. As a result of strategy, investment selection or trading execution, a Fund could underperform its benchmark or other mutual funds with similar investment objectives and may not produce expected returns.

· Benchmark Risk—The risk that the performance of the Social Choice International Equity Fund may not correspond to, or may underperform, its benchmark index for any period of time. Although the Fund attempts to use the investment performance of its index as a baseline, it may not duplicate the exact composition of that index. In addition, unlike a mutual fund, the returns of an index are not reduced by investment and other operating expenses, and therefore, the ability of an indexed fund to match the performance of its index is adversely affected by the costs of buying and selling investments as well as other expenses.

· Counterparty and Third Party Risk—Transactions involving a counterparty to a derivative or other instrument, or a third party responsible for servicing the instrument, are subject to the credit risk of the counterparty or third party, and to the counterparty’s or third party’s ability to perform in accordance with the terms of the transaction. If a counterparty defaults, a Fund may have contractual remedies but the Fund may be unable to enforce them due to the application of bankruptcy, insolvency and other laws affecting the rights of creditors. Counterparty risk is still present even if a counterparty’s obligations are secured by collateral because, for example, a Fund’s interest in collateral may not be perfected or additional collateral may not be promptly posted as required. A Fund is also subject to counterparty risk to the extent it executes a significant portion of its securities or derivatives transactions through a single broker, dealer, or futures commission merchant.

· Currency Management Strategies Risk—Currency management strategies, including forward currency contracts, may substantially change a Fund’s exposure to currency exchange rates and could result in losses to the Fund if currencies do not perform as Advisors expects. In addition, currency management strategies, to the extent that such strategies reduce a Fund’s exposure to currency risks, may also reduce the Fund’s ability to benefit from favorable changes in currency exchange rates. There is no assurance that Advisors’ use of currency management strategies will benefit a Fund or that they will be, or can be, used at appropriate times. Furthermore, there may not be a perfect correlation between the amount of exposure to a particular currency and the amount of securities in the portfolio denominated in that currency. Currency markets are generally less regulated than securities markets. Derivatives transactions, especially forward currency

TIAA-CREF International Funds ■ Prospectus 75

contracts and currency-related futures contracts and swap agreements, may involve significant amounts of currency management strategies risk.

· Currency Risk—The risk of a decline in the value of a foreign currency versus the U.S. dollar, which reduces the dollar value of securities denominated in that foreign currency. The overall impact on a Fund’s holdings can be significant and long lasting depending on the currencies represented in the portfolio, how each currency appreciates or depreciates in relation to the U.S. dollar, and whether currency positions are hedged. Although a Fund may attempt to hedge its currency exposure into the U.S. dollar, it may not be successful in reducing the effects of currency fluctuations. A Fund may also hedge from one foreign currency to another. In addition, such currency hedging may not be successful and may lower a Fund’s potential returns. Foreign currency exchange rates may fluctuate significantly over short periods of time, particularly with respect to emerging market currencies or otherwise economically tied to emerging market currencies. Currency exchange rates can also be affected unpredictably by intervention by U.S. or foreign governments or central banks, or by currency controls or other diplomatic or geopolitical developments.

· Derivatives Risk—The risks associated with investing in derivatives and other similar instruments (referred to collectively as “derivatives”) may be different and greater than the risks associated with directly investing in the underlying securities and other instruments, including leverage risk, market risk, counterparty risk, liquidity risk, operational risk and legal risk. Operational risk generally refers to risk related to potential operational issues, including documentation issues, settlement issues, systems failures, inadequate controls and human error, and legal risk generally refers to insufficient documentation, insufficient capacity or authority of counterparty, or legality or enforceability of a contract. Derivatives such as swaps are particularly subject to risks such as liquidity risk, interest rate risk, market risk, legal risk and credit risk. These derivatives involve the risk of mispricing or improper valuation and the risk that the prices of certain options, futures, swaps (including credit default swaps), forwards and other types of derivative instruments may not correlate perfectly with the prices or performance of the underlying security, currency, rate, index or other asset. Certain derivatives present counterparty risk, or the risk of default by the other party to the contract, and some derivatives are, or may suddenly become, illiquid. Changes in the value of a derivative may also create margin delivery or settlement obligations for a Fund. A Fund may have to sell securities or other instruments at a time when it may be disadvantageous to do so to meet such payment requirements. Some of these risks exist for futures, options and swaps which may trade on established markets. Unanticipated changes in interest rates, securities prices or currency exchange rates may result in poorer overall performance of a Fund than if it had not entered into derivatives transactions. The potential for loss as a

76 Prospectus ■ TIAA-CREF International Funds

result of investing in derivatives, and the speed at which such losses can be realized, may be greater than investing directly in the underlying security or other instrument. Derivatives can create leverage by magnifying investment losses or gains, and a Fund could lose more than the amount invested.

· Emerging Markets Risk—The risk of foreign investment often increases in countries with emerging markets or otherwise economically tied to emerging market countries. For example, these countries may have more unstable governments than developed countries, and their economies may be based on only a few industries. Emerging market countries may also have less stringent regulation of accounting, auditing, financial reporting and recordkeeping requirements, which would affect a Fund’s ability to evaluate potential portfolio companies. Certain emerging market countries may also face other significant internal or external risks, such as the risk of war, macroeconomic, geopolitical, global health conditions, and ethnic, religious and racial conflicts. As a result, there could be less information available about issuers in emerging market countries, which could negatively affect Advisors’ ability to evaluate local companies or their potential impact on a Fund’s performance. 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 have lower overall liquidity than those of issuers in more developed countries. In addition, foreign investors such as a Fund are subject to a variety of special restrictions in many emerging market countries. Moreover, legal remedies for investors in emerging markets (including derivative litigation) may be more limited, and U.S. authorities (such as the SEC or U.S. Department of Justice) may have less ability to bring actions against bad actors in emerging market countries. National policies (including sanctions programs) may limit a Fund’s investment opportunities including restrictions on investment in issuers or industries deemed sensitive to national interests. The risks outlined above are often more pronounced in “frontier markets” in which a Fund may invest. Frontier markets are those emerging markets that are considered to be among the smallest, least mature and least liquid. These factors may make investing in frontier market countries significantly riskier than investing in other countries.

· ESG Risk—The risk that because the Social Choice International Equity Fund’s ESG criteria exclude securities of certain issuers for nonfinancial reasons, the Fund may forgo some market opportunities available to funds that do not use these criteria. Advisors’ evaluation of ESG criteria in connection with its management of the Fund may also cause the Fund’s performance to differ from funds that do not use such criteria. Sustainability data, including sustainability data obtained from independent research vendor(s), may be incomplete, inaccurate, inconsistent or unavailable, which could adversely affect the analysis of a particular investment. It is possible that the investments identified by Advisors as being aligned with its ESG

TIAA-CREF International Funds ■ Prospectus 77

criteria will not operate as expected or that, because the assessment of whether an issuer meets the ESG criteria is conducted at the time of investment, an issuer initially meeting the criteria will not continue to do so over time. Investors may differ in their view of whether a particular investment fits within the ESG criteria and, as a result, the Fund may invest in issuers that do not reflect the beliefs and/or values of any particular investor. The decision not to invest in certain investments as a result of the ESG criteria may adversely affect Fund performance at times when such investments are performing well. The regulatory landscape with respect to ESG investing in the U.S. is still under development and, as a result, future regulations and/or rules adopted by applicable regulators could require the Fund to change or adjust its investment process with respect to ESG investing.

· 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 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 armed conflict or political, social or diplomatic events; (8) economic sanctions or other measures by the United States or other governments; (9) the difficulty of evaluating some foreign economic trends; and (10) the possibility that a foreign government could restrict an issuer from paying principal and interest to investors outside the country. Additionally, to the extent that the underlying securities held by a Fund trade on foreign exchanges or in foreign markets that may be closed when the U.S. markets are open, there are likely to be deviations between the current price of an underlying security and the last quoted price for the underlying security. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate a Fund’s ability to purchase or sell certain foreign securities or groups of foreign securities, and/or thus may make the Fund’s investments in such securities less liquid (or illiquid) or more difficult to value. The type and severity of sanctions and other similar measures, including counter sanctions and other retaliatory actions, that may be imposed could vary broadly in scope, and their impact is impossible to predict. In some cases, as a result of economic sanctions and other similar governmental actions or developments, a Fund may be forced to sell or otherwise dispose of foreign investments at inopportune times or prices. The imposition of sanctions could, among other things, cause a decline in the

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value and/or liquidity of securities issued by the sanctioned country or companies located in or economically tied to the sanctioned country and increase market volatility and disruption in the sanctioned country and throughout the world. Sanctions and other similar measures could limit or prevent a Fund from buying and selling securities (in the sanctioned country and other markets), significantly delay or prevent the settlement of securities transactions, and significantly impact the Fund’s liquidity and performance. Sanctions and other similar measures may be in place for a substantial period of time and enacted with limited advanced notice. Brokerage commissions and custodial and transaction costs are often higher for foreign investments, and it may be difficult to use foreign laws and courts to enforce financial or legal obligations. To the extent a Fund invests in depositary receipts, the Fund will be subject to many of the same risks as when investing directly in non-U.S. securities. The holder of an unsponsored depositary receipt may have limited voting rights and may not receive as much information about the issuer of the underlying securities as would the holder of a sponsored depositary receipt. To the extent a Fund invests a significant portion of its assets in the securities of companies in a single country or region (or depositary receipts representing such securities), it is more likely to be impacted by events or conditions affecting that country or region. Investment in a Fund may be more exposed to a single country’s or a region’s economic cycles, stock market valuations and currency, which could increase its risk compared with a more geographically diversified fund. In addition, political, social, regulatory, economic or environmental events that occur in a single country or region may adversely affect the values of that country’s or region’s securities and thus the holdings of a Fund.

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. Financial instruments of issuers in these countries may have lower overall liquidity than those of issuers in more developed countries. Emerging market countries typically have less established legal, accounting and financial reporting systems than those in more developed markets, which may reduce the scope or quality of financial information available to investors. Governments in emerging market countries are often less stable and more likely to take extra-legal action with respect to companies, industries, assets, or foreign ownership than those in more developed markets. Moreover, it can be more difficult for investors to bring litigation or enforce judgments against issuers in emerging markets or for U.S. regulators to bring enforcement actions against such issuers. Because the financial markets of emerging market countries may be very small, prices of issuers in emerging market countries may be volatile and difficult to determine. In addition, foreign investors such as a Fund are subject to a variety of special restrictions in many such countries. The economies of

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some emerging markets may be particularly exposed to or affected by a certain industry or sector, and therefore issuers and/or securities of such emerging markets may be more affected by the performance of such industries or sectors.

· Risks of Investing in China—The Emerging Markets Equity Fund currently invests a significant portion of its assets in companies located in China, although this may change over time. There are special risks associated with investments in China, including exposure to currency fluctuations, limited access to securities, potentially widespread trading suspensions and government interventions on Chinese-listed issuers, expropriation, confiscatory taxation, nationalization and exchange control regulations (including currency blockage). These risks are heightened by the underdeveloped state of China’s investment and banking systems in general; inflation and rapid fluctuations in inflation and interest rates have had, and may continue to have, negative effects on the economy and securities markets of China. Certain securities issued by companies located or operating in China, such as China A-shares, are subject to trading restrictions and quota limitations. Investments in companies based or operated in China through legal structures known as variable interest entities (“VIEs”), which are not formally recognized under Chinese law, are subject to the risk, among others, that China could cease to allow VIEs at any time or impose new restrictions on the structure. It is also possible that the contractual arrangements underlying VIEs could be deemed unenforceable in China, which could limit (or eliminate) the remedies and rights available to the VIE and its investors and result in significant economic losses. There is also the risk that the U.S. government or other governments may sanction Chinese issuers or otherwise prohibit U.S. persons from investing in certain Chinese issuers, which may negatively impact the Fund’s investments. Additionally, developing countries, such as China, may have less established legal, accounting and financial reporting systems than those in more developed markets, which may reduce the scope or quality of financial information relating to Chinese issuers. In addition, the standards for environmental, social and corporate governance matters in China tend to be lower than such standards in more developed economies. For more information on the risks associated with investment in companies located in China, please see the Fund’s SAI.

· Risks of Investing in Japan—The International Equity Fund, Quant International Small-Cap Equity Fund and Social Choice International Equity Fund currently invest a significant portion of their assets in companies located in Japan, although this may change over time. There are special risks associated with investments in Japan, including

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exposure to currency fluctuations, foreign trade policy, regional economic disruption, government debt, aging and shrinking of the population, an uncertain financial sector, economic, political or social instability, low domestic consumption, natural disasters and certain corporate structural weaknesses. For more information on the risks associated with investment in companies located in Japan, please see the Funds’ SAI.

· Illiquid Investments Risk—The risk that illiquid investments may be difficult to sell for the value at which they are carried, if at all, or at any price within the desired time frame. Illiquid investments are those that are not reasonably expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. Pursuant to applicable SEC regulations, a Fund may not invest more than 15% of its net assets in illiquid investments that are assets. The Funds have implemented a liquidity risk management program and related procedures to identify illiquid investments pursuant to this regulation. A Fund may be limited in its ability to invest in illiquid and “less liquid” investments, which may adversely affect a Fund’s performance and ability to achieve its investment objective. A Fund’s investments in illiquid investments may reduce the returns of the Fund because it may be unable to sell the illiquid investment at an advantageous time or price, which could prevent the Fund from taking advantage of other investment opportunities. There is also a risk that unusually high redemption requests, including redemption requests from certain large shareholders (such as institutional investors) or asset allocation changes, may make it difficult for a Fund to sell investments in sufficient time to allow it to meet redemptions or require a Fund to sell illiquid investments at reduced prices or under unfavorable conditions. Illiquid investments may trade less frequently, in lower quantities and/or at a discount as compared to more liquid investments, which may cause a Fund to receive distressed prices and incur higher transaction costs when selling such investments. Securities that are liquid at the time of purchase may subsequently become illiquid due to events such as adverse developments for an issuer, industry-specific developments, market events, rising interest rates, changing economic conditions, changes in interest rates or investor perceptions and geopolitical risk. Dislocations in certain parts of the markets are resulting in reduced liquidity for certain investments. It is uncertain when financial markets will improve and economic conditions will stabilize. Liquidity of financial markets may also be affected by government intervention and political, social, health, economic or market developments. During periods of market stress, a Fund’s assets could potentially experience significant levels of illiquidity.

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

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a decline in the value of the issuer’s 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, a 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.

· Low-Carbon Risk—The risk that because the Social Choice International Equity Fund’s investment strategy includes a special emphasis on companies with low current carbon emissions and an absence of fossil fuel reserves ownership, the Fund’s portfolio might exclude certain issuers for nonfinancial reasons and the Fund may forgo some market opportunities that otherwise would be available.

· 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, the availability of credit and the occurrence of other factors, such as natural disasters or public health emergencies (pandemics and epidemics) as well as armed conflict. There is an increased likelihood that these types of events or conditions can, sometimes rapidly and unpredictably, result in a variety of adverse developments and circumstances, such as reduced liquidity, supply chain disruptions and market volatility, as well as increased general uncertainty and broad ramifications for markets, economies, issuers, businesses in many sectors and societies globally. Accordingly, the value of the equity investments that the Funds hold 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. Such conditions may add significantly to the risk of volatility in the net asset value (“NAV”) of the Fund’s shares and adversely affect the Fund and its investments. 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, a Fund may undergo an extended period of decline. From time to time, a Fund may invest a significant portion of its assets in companies in one or more related sectors or industries, which would make the Fund more vulnerable to adverse developments affecting such sectors or industries.

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· Consumer Discretionary Sector Risk—A Fund may invest a significant portion of its assets in the consumer discretionary sector. Securities of companies in the consumer discretionary sector can be significantly affected by changes in, among other things, the supply and demand for specific products and services, consumer spending trends, volatility in commodity prices, fluctuations in interest and exchange rates, imposition of import controls, increased competition, depletion of resources and labor relation issues. A Fund may be adversely affected by events or developments negatively impacting the consumer discretionary sector.

· Industrials Sector Risk—A Fund may invest a significant portion of its assets in the industrials sector. Securities of companies in the industrials sector may be affected by changes in the supply of and demand for products and services, product obsolescence, claims for environmental damage or product liability, and general economic conditions, among other factors. A Fund may be adversely affected by events or developments negatively impacting the industrials sector.

· Information Technology Sector Risk—A Fund may invest a significant portion of its assets in the information technology sector. Securities of companies in the information technology sector can be significantly affected by changes in, among other things, the supply and demand for specific products and services, the pace of technological development and product obsolescence, market competition, government regulation, and patent and intellectual property rights. A Fund may be adversely affected by events or developments negatively impacting the information technology sector.

· Mid-Cap Risk—Securities of medium-sized companies may experience greater fluctuations in price than the securities of larger companies. From time to time, medium-sized company securities may have to be sold at a discount from their current market prices or in small lots over an extended period, since they may be harder to sell than larger-cap securities. In addition, it may be difficult to find buyers for securities of medium-sized companies that a 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 may be greater than those of more widely traded securities.

· Portfolio Turnover Risk—In pursuing its investment objectives, a Fund may engage in trading that results in a high portfolio turnover rate, which may vary greatly from year to year, as well as within a given year. A higher portfolio turnover rate may result in correspondingly greater transactional expenses that are borne by a Fund. Such expenses may include bid-ask

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spreads, dealer mark-ups, and other transactional costs on the sale of securities and reinvestment in other securities, and may result in the realization of taxable capital gains (including short-term gains, which are generally taxed to shareholders as ordinary income). These costs, which are not reflected in annual fund operating expenses or in the example thereunder, may affect a Fund’s performance.

· 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 and the risk that such quantitative analysis and modeling may not adequately take into account certain factors, may contain design flaws or inaccurate assumptions and may rely on inaccurate data inputs. If inaccurate market data is entered into a quantitative model, the resulting information will be incorrect. Because such models are based on assumptions of these and other market factors, the models may not take into account certain factors, or perform as intended, and may result in a decline in the value of a Fund’s portfolio.

· Small-Cap Risk—Securities of small-sized companies may experience greater fluctuations in price than the securities of larger companies. The securities of small-sized companies often have lower overall liquidity than those of larger, more established companies. The number of small-sized companies whose securities are listed on securities exchanges has been declining while investor demand for the securities of such issuers has been increasing, in each case relative to historical trends, which may increase a Fund’s exposure to illiquid investments risk. As a result, a Fund’s investments in the securities of small-sized companies may be difficult to purchase or sell at an advantageous time or price, which could prevent the Fund from taking advantage of investment opportunities. 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 be difficult to find buyers for securities of small-sized companies that a 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 may be greater than those of more widely traded securities.

· Special Situation Risk—Stocks of companies involved in acquisitions, consolidations, tender offers or exchanges, takeovers, reorganizations, mergers and other special situations can involve more risk than ordinary securities due to the high degree of uncertainty associated with such events.

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If the anticipated benefits of such developments do not ultimately materialize, the value of a special situation company may decline. As a result, 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. Also, transactions may take longer than originally anticipated, resulting in lower annualized returns than contemplated at the time of investment. The following types of companies, for example, are more likely to experience special situations: smaller companies, emerging growth companies, and early development stage companies. Also, companies with any of the following characteristics are more likely to experience special situations: participating in an initial public offering, operating at a loss, or having little or no revenue history.

Fixed-income securities risks

Funds investing in fixed-income instruments, like the Emerging Markets Debt Fund and International Bond Fund, may also be subject to the following risks:

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

· Credit Risk (a type of Issuer Risk)—The risk that a decline, or perceived decline (whether by market participants, rating agencies, pricing services or otherwise), in an issuer’s financial position may prevent it from making principal and interest payments on fixed-income investments when due. Credit risk relates to the possibility that the issuer could default on its obligations, thereby causing a Fund to lose its investment. Credit risk is heightened in times of market turmoil when perceptions of an issuer’s credit risk can quickly change and even large, well-established issuers and/or governments may deteriorate rapidly with little or no warning. Additionally, credit risk is heightened in market environments where interest rates are rising, particularly when rates are rising significantly, to the extent that an issuer is less willing or able to make payments when due. Credit risk is also heightened in the case of investments in lower-rated, high-yield fixed-income securities because they are speculative in nature and their issuers are typically in weak financial health and their ability to pay interest and principal is uncertain. Compared to issuers of investment-grade securities, issuers of lower-rated, high-yield fixed-income investments are more likely to encounter financial difficulties and to be materially affected by such difficulties and they have a higher risk of becoming insolvent. High-yield securities may also

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be relatively more illiquid, therefore, they may be more difficult to purchase or sell than more highly rated securities.

· Downgrade Risk—The risk that securities are subsequently downgraded should Advisors and/or rating agencies believe the issuer’s business outlook or creditworthiness has deteriorated. If this occurs, the values of these investments may decline, or it may affect the issuer’s ability to raise additional capital for operational or financial purposes and increase the chance of default, as a downgrade may be seen in the financial markets as a signal of an issuer’s deteriorating financial position.

· Fixed-Income Foreign Investment Risk—Foreign investments, which may include fixed-income securities of foreign issuers, or securities or contracts payable or denominated in non-U.S. currencies, can involve special risks that arise from one or more of the following events or circumstances: (1) changes in currency exchange rates; (2) possible imposition of market controls or currency exchange controls; (3) possible imposition of withholding taxes on dividends and interest; (4) possible seizure, expropriation or nationalization of assets; (5) more limited financial information about the foreign debt issuer 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 armed conflict or political, social or diplomatic events; (8) economic sanctions or other measures by the United States or other governments; (9) the difficulty of evaluating some foreign economic trends; and (10) the possibility that a foreign government could restrict an issuer from paying principal and interest on its debt obligations to investors outside the country. Additionally, to the extent that the underlying securities held by a Fund trade on foreign exchanges or in foreign markets that may be closed when the U.S. markets are open, there are likely to be deviations between the current price of an underlying security and the last quoted price for the underlying security. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate a Fund’s ability to purchase or sell certain foreign securities or groups of foreign securities, and/or thus may make the Fund’s investments in such securities less liquid (or illiquid) or more difficult to value. The type and severity of sanctions and other similar measures, including counter sanctions and other retaliatory actions, that may be imposed could vary broadly in scope, and their impact is impossible to predict. In some cases, as a result of economic sanctions and other similar governmental actions or developments, a Fund may be forced to sell or otherwise dispose of foreign investments at inopportune times or prices. The imposition of sanctions could, among other things, cause a decline in the value and/or liquidity of securities issued by the sanctioned country or companies located in or economically tied to the sanctioned country and increase market volatility and disruption in the sanctioned country and throughout the world. Sanctions and other similar measures could limit or

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prevent a Fund from buying and selling securities (in the sanctioned country and other markets), significantly delay or prevent the settlement of securities transactions, and significantly impact the Fund’s liquidity and performance. Sanctions and other similar measures may be in place for a substantial period of time and enacted with limited advanced notice. It may also be difficult to use foreign laws and courts to force a foreign issuer to make principal and interest payments on its debt obligations. In addition, the cost of servicing external debt will also generally be adversely affected by rising international interest rates because many external debt obligations bear interest at rates which are adjusted based upon international interest rates. To the extent a Fund invests a significant portion of its assets in the securities of companies in a single country or region, it is more likely to be impacted by events or conditions affecting that country or region. Investment in a Fund may be more exposed to a single country’s or a region’s economic cycles, stock market valuations and currency, which could increase its risk compared with a more geographically diversified fund. In addition, political, social, regulatory, economic or environmental events that occur in a single country or region may adversely affect the values of that country’s or region’s securities and thus the holdings of a Fund.

The risks described above often increase in countries with emerging markets. For example, the ability of a foreign sovereign issuer, especially in an emerging market country, to make timely and ultimate payments on its debt obligations may be strongly influenced by the issuer’s balance of payments, including export performance, its access to international credit and investments, fluctuations of interest rates and the extent of its foreign reserves. If a deterioration occurs in the foreign country’s balance of payments, it could impose temporary restrictions on foreign capital remittances. In addition, there is a risk of restructuring certain foreign debt obligations that could reduce and reschedule interest and principal payments. Financial instruments of issuers in these countries may have lower overall liquidity than those of issuers in more developed countries. Emerging market countries typically have less established legal, accounting and financial reporting systems than those in more developed markets, which may reduce the scope or quality of financial information available to investors. Governments in emerging market countries are often less stable and more likely to take extra-legal action with respect to companies, industries, assets, or foreign ownership than those in more developed markets. Moreover, it can be more difficult for investors to bring litigation or enforce judgments against issuers in emerging markets or for U.S. regulators to bring enforcement actions against such issuers. The economies of some emerging markets may be particularly exposed to or affected by a certain industry or sector, and therefore issuers and/or securities of such emerging markets may be more affected by the performance of such industries or sectors.

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

· Interest Rate Risk (a type of Market Risk)—The risk that the value, liquidity or yield of fixed-income investments may decline if interest rates change. In general, when prevailing interest rates decline, the market values of outstanding fixed-income investments (particularly those paying a fixed rate of interest) tend to increase while yields on similar newly issued fixed-income investments tend to decrease, which could adversely affect a Fund’s income. Conversely, when prevailing interest rates increase, the market values of outstanding fixed-income investments (particularly those paying a fixed rate of interest) tend to decline while yields on similar newly issued fixed-income investments tend to increase. If a fixed-income investment pays a floating or variable rate of interest, changes in prevailing interest rates may increase or decrease the investment’s yield. Fixed-income investments with longer durations tend to be more sensitive to interest rate changes than shorter-duration investments. Interest rate risk is generally heightened during periods when prevailing interest rates are changing. There is a risk that interest rates across the financial system may change, possibly significantly and/or rapidly. In general, changing interest rates, including rates that fall below zero, or a lack of market participants may lead to decreased liquidity and increased volatility in the fixed-income or debt markets, making it more difficult for a Fund to sell fixed-income investments. During periods of very low or negative interest rates, a Fund may not be able to maintain positive returns. Low interest rates may magnify the risks associated with rising interest rates. A Fund may also be subject to heightened interest rate risk when the U.S. Federal Reserve changes interest rates. A wide variety of factors can cause interest rates to change (e.g., central bank monetary policies, inflation rates, general economic conditions). Rising interest rates may cause issuers to not make principal and interest payments on fixed-income investments when due. Other factors that may affect the value of debt securities include, but are not limited to, economic, political, public health, and other crises and responses by governments and companies to such crises. In general, changing interest rates could have unpredictable effects on the markets and may expose fixed-income and related markets to heightened volatility. Changes in interest rates may also lead to an increase in Fund redemptions, which may result in higher portfolio turnover costs, thereby adversely affecting a Fund’s performance.

· Market Volatility, Liquidity and Valuation Risk (types of Market Risk)—Trading activity in fixed-income investments in which a Fund invests may be dramatically reduced or cease at any time, whether due to general market turmoil, limited dealer capacity, problems experienced by a single company

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or a market sector, or other factors, such as natural disasters or public emergencies (pandemics and epidemics) as well as armed conflict. In such cases, it may be difficult for a Fund to properly value assets represented by such investments. In addition, a Fund may not be able to purchase or sell a security at a price deemed to be attractive, if at all, which may inhibit the Fund from pursuing its investment strategies or negatively impact the values of portfolio holdings. Further, an increase in interest rates or other adverse conditions (e.g., inflation/deflation, increased selling of fixed-income investments across other pooled investment vehicles or accounts, changes in investor perception or changes in government intervention in the markets) may lead to increased redemptions and increased portfolio turnover, which could reduce liquidity for certain Fund investments, adversely affect values of portfolio holdings and increase a Fund’s costs. If dealer capacity in fixed-income markets is insufficient for market conditions, this has the potential to further inhibit liquidity and increase volatility in the fixed-income markets. Certain fixed-income investments with longer durations or maturities may face heightened levels of liquidity risk.

· Non-Investment-Grade Securities Risk—Issuers of non-investment-grade securities, which are usually called “high-yield” or “junk bonds,” are typically speculative in nature, in weaker financial health and such securities can be harder to value and sell and their prices can be more volatile than more highly rated securities. While these securities generally have higher rates of interest, they also involve greater risk of default than do securities of a higher-quality rating. In addition, high-yield securities generally are less liquid than investment-grade securities and the risks associated with high-yield securities are heightened during times of weakening economic, political, unusual or adverse market conditions or rising interest rates. Any investment in distressed or defaulted securities subjects a Fund to even greater credit risk than investments in other below-investment-grade securities.

· Regulation S Securities Risk—The risk that Regulation S securities may be less liquid than publicly traded securities as a result of legal or contractual restrictions on resale. Regulation S securities may be resold in privately negotiated transactions but the price realized in such resales could be less than the amount originally paid. Further, because Regulation S securities are not publicly traded, they may not be subject to the same disclosure and other investor protection requirements that would be applicable to publicly traded securities. As a result, Regulation S securities may involve a high degree of business and financial risk and may result in losses.

· Risks of Investments in the International Bond Fund’s TEFRA Bond Subsidiary—The Fund may also seek exposure to TEFRA Bonds through investment of up to 25% of its total assets in the TEFRA Bond Subsidiary. Under the applicable U.S. Treasury regulations, the Fund’s income inclusion with respect to a subsidiary will generally be treated as qualifying income under Subchapter M of the Code if either (A) there is a distribution out of the

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earnings and profits of the subsidiary that are attributable to such income inclusion or (B) such inclusion is derived with respect to the Fund’s business of investing in stock, securities, or currencies. The tax treatment of the Fund’s investments in the TEFRA Bond Subsidiary could affect whether income derived from such investments is qualifying income, or otherwise affect the character, timing and/or amount of the Fund’s taxable income or any gains and distributions made by the Fund.

· Risks of Investments in the International Bond Fund’s Wholly Owned Subsidiaries—The Fund, through its investment in the Regulation S Subsidiary and the TEFRA Bond Subsidiary (together with the Regulation S Subsidiary, the “Subsidiaries”), is indirectly exposed to the risks associated with the Subsidiaries’ investments. There can be no assurance that the investment objective of the Fund or the Subsidiaries will be achieved. Further, the Subsidiaries are not registered under the Investment Company Act of 1940 (the “1940 Act”) and, therefore, are not subject to the investor protections (except as otherwise noted in the Prospectus) of the 1940 Act. As an investor in the Subsidiaries, the Fund does not have all of the protections offered to investors by the 1940 Act. However, the Subsidiaries are wholly owned and controlled by the Fund and managed by Advisors. Therefore, the Fund’s ownership and control of the Subsidiaries make it unlikely that the Subsidiaries would take actions contrary to the interests of its shareholders. Changes in the laws of the United States and/or Cayman Islands could result in the inability of the Fund to invest in the Subsidiaries as described in this Prospectus and in the Fund’s SAI and could adversely affect the Fund.

· Sovereign Debt Risk—The risk that the issuer of non-U.S. sovereign debt or the governmental authorities that control the repayment of such debt may be unable or unwilling to repay principal or interest when due. This may result from political or social factors, the general economic environment of a country, levels of foreign debt or foreign currency exchange rates, among other possible reasons. In addition, the issuer of sovereign debt may be unable or unwilling to repay due to the imposition of international sanctions and other similar measures. As a result, there is an increased budgetary and financial pressure on municipalities and heightened risk of default or other adverse credit or similar events for issuers of municipal securities, which would adversely impact a Fund’s investments. To the extent the issuer or controlling governmental authority is unable or unwilling to repay principal or interest when due, a Fund may have limited recourse to compel payment in the event of default.

In addition to the principal investment risks set forth above, there are other non-principal risks associated with investing in the Funds and their investments that are discussed elsewhere in the Funds’ Prospectus and in the Funds’ SAI. There can be no assurances that a Fund will achieve its investment objective. You should not consider any Fund to be a complete investment program.

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Global economic risk

National and regional economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country, region or market might adversely impact issuers in a different country, region or market. Changes in legal, political, regulatory, tax and economic conditions may cause fluctuations in markets and securities prices around the world, which could negatively impact the value of a Fund’s investments. Major economic or political disruptions, particularly in large economies, may have global negative economic and market repercussions. Additionally, events such as war, armed conflict, terrorism, the imposition of economic sanctions, natural and environmental disasters and the spread of infectious illnesses or other public health emergencies may adversely affect the global economy and the markets and issuers in which a Fund invests. These events could reduce consumer demand or economic output, result in market closure, travel restrictions or quarantines, and generally have a significant impact on the economy. These events could also impair the information technology and other operational systems upon which a Fund’s service providers, including the investment adviser, Advisors, rely, and could otherwise disrupt the ability of employees of a Fund’s service providers to perform essential tasks on behalf of a Fund. In addition, sanctions and other measures could limit or prevent a Fund from buying and selling securities (in sanctioned country and other markets), significantly delay or prevent the settlement of securities transactions, and significantly impact liquidity and performance. Governmental and quasi-governmental authorities and regulators throughout the world have in the past responded to major economic disruptions with a variety of significant fiscal and monetary policy changes, including but not limited to, direct capital infusions into companies, new monetary programs and dramatically lower interest rates. An unexpected or quick reversal of these policies, or the ineffectiveness of these policies, could increase volatility in securities markets, which could adversely affect a Fund’s investments.

A Fund’s investments may be subject to inflation risk, which is the risk that the real value (i.e., nominal price of the asset adjusted for inflation), liquidity of assets or income from investments will be less in the future because inflation decreases the purchasing power and value of money (i.e., as inflation increases, the real value of a Fund’s assets can decline as can the value of the Fund’s distributions). Inflation rates may change frequently and significantly as a result of various factors, including unexpected shifts in the domestic or global economy, changes in monetary or economic policies (or expectations that these policies may change), public health policies, and other crises and responses by governments and companies to such crises. The market price of debt securities generally falls as inflation increases because the purchasing power of the future income and repaid principal is expected to be worth less when received by a Fund. The risk of inflation is greater for debt instruments with longer maturities and especially those that pay a fixed rather than variable interest rate. In

TIAA-CREF International Funds ■ Prospectus 91

addition, this risk may be significantly elevated compared to normal conditions because of monetary policy measures and the current interest rate environment and level of government intervention and spending.

Cybersecurity risk

The Funds and their service providers (including, but not limited to, the Funds’ administrator, custodian, transfer agent, distributor and their delegates) are susceptible to operational, information security and related risks through breaches in cybersecurity. In general, cybersecurity attacks can result from infection by computer viruses or other malicious software or from deliberate actions or unintentional events, including gaining unauthorized access through hacking or other means to digital systems, networks, or devices that are used to service the Funds’ operations in order to misappropriate assets or sensitive information, corrupt data, or cause operational disruption. Cybersecurity failures or breaches affecting the Funds and their service providers have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Funds’ ability to calculate their NAV, impediments to trading, the inability of Fund shareholders to transact business, destruction to equipment and systems, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs and/or additional compliance costs. In addition, substantial costs may be incurred in order to prevent any cybersecurity breaches in the future.

Additional information about the Funds’ benchmark indices

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

MSCI Emerging Markets Index

This is the benchmark index for the Emerging Markets Equity Fund. The MSCI EM Index tracks the performance of the leading stocks in certain MSCI emerging market 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 an 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 MSCI EM Index, the regional index captures approximately 85% of the free float-adjusted market capitalization of certain emerging market 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

92 Prospectus ■ TIAA-CREF International Funds

including regional/country exposure, price, trading volume and significant owners, and can change its composition at any time.

MSCI EAFE Index

This is the benchmark index for the International Equity Fund and the Social Choice International Equity Fund. The MSCI EAFE Index tracks the performance of the leading stocks in certain MSCI 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 certain countries around the world.

The MSCI EAFE Index is primarily a large-capitalization index. 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.

MSCI ACWI ex USA Index

This is the benchmark index for the International Opportunities Fund. The MSCI ACWI (All Country World Index) ex USA Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance by capturing large- and mid-capitalization representation of developed and emerging markets. The MSCI ACWI ex USA Index consists of 46 country indices comprising certain developed and emerging markets country indices.

MSCI ACWI ex USA Small Cap Index

This is the benchmark index for the Quant International Small-Cap Equity Fund. The MSCI ACWI ex USA Small Cap Index captures small cap representation across 22 of 23 Developed Markets (DM) countries (excluding the United States) and 24 Emerging Markets (EM) countries. With 4,372 constituents as of December 31, 2023, the Index covers approximately 14% of the global equity opportunity set outside the United States. As of December 31, 2023, the Index had a mean market capitalization of $927.0 million and a median market capitalization of $593.0 million. The largest market capitalization was $7.6 billion.

TIAA-CREF International Funds ■ Prospectus 93

J.P. Morgan Emerging Markets Bond Index (EMBI) Global Diversified

This is the benchmark index for the Emerging Markets Debt Fund. The J.P. Morgan Emerging Markets Bond Index (EMBI) Global Diversified (“EMBI-GD Index”) tracks total returns for traded external debt instruments in the emerging markets. The EMBI-GD Index includes U.S. dollar-denominated sovereign and quasi-sovereign fixed-income securities, including Brady bonds, loans and Eurobonds with an outstanding face value of at least $500 million. Securities must have at least 2.5 years until maturity at the time of issuance and must have at least 1 year until maturity at any given time. The EMBI-GD Index limits the weights of countries with larger debt stocks by only including a specified portion of these countries’ eligible current face amounts of debt outstanding.

Bloomberg Global Aggregate ex-USD Index (Hedged)

This is the benchmark index for the International Bond Fund. The Bloomberg Global Aggregate ex-USD Index (Hedged) covers the global investment-grade fixed-rate bond market in 24 local currencies, including treasury, government-related, corporate and securitized fixed-rate bonds from both developed and emerging markets issuers. As of December 31, 2023, this index contained approximately 12,987 issues.

The Bloomberg Global Aggregate ex-USD Index (Hedged) represents securities that are SEC-registered, taxable and non-dollar denominated. To be selected for inclusion in the Bloomberg Global Aggregate ex-USD Index (Hedged), the securities must have a minimum maturity of one year. Securities must be rated investment-grade using the middle rating of Moody’s, S&P and Fitch after dropping the highest and lowest available ratings. When a rating from only two agencies is available, the lower rating is used. When a rating from only one agency is available, that rating is used to determine index eligibility.

Additional information on investment strategies of the Funds other than the Emerging Markets Debt Fund and International Bond Fund

The Funds 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 Funds maintain liquidity, use cash balances effectively, and take advantage of attractive investment opportunities. Each Fund also may invest up to 20% of its assets in fixed-income investments. Each Fund may invest in fixed-income investments to obtain current income, to use cash balances effectively and in circumstances when Advisors determines that the risk of loss from equity securities outweighs the potential for capital gains or higher income. For a general discussion of fixed-income investments, see “Investment policies—Debt instruments generally” in the Funds’ SAI.

Each Fund may write (sell) call options, including covered call options, and purchase call and put options, to try to enhance income, reduce portfolio volatility

94 Prospectus ■ TIAA-CREF International Funds

or protect gains in its portfolio. Such options may include put and call options on securities of the types in which a Fund may invest and on securities indices composed of such securities. In writing (selling) call options, a Fund may give up the opportunity to profit on a security if the market price of the security rises and the option is exercised and, conversely, the premiums received from call options sold may not reduce the extent of Fund losses during periods of market decline. In purchasing call and put options, a Fund may purchase a call or put option that expires with no value due to the market price of the security remaining below or above, as applicable, the strike price of the option. In such an event, a Fund would lose the value of the premium paid for the call or put option but would also receive no economic benefit from the purchase or sale, as applicable, of the security. Each Fund can also write (sell) put options. In writing put options, a Fund may experience losses on a security if the market price of the security declines and the option is exercised and, conversely, the premiums received from put options sold may not reduce the extent of Fund losses during periods of market decline.

In addition, each Fund may buy and sell futures contracts on securities indices composed of securities of the types in which it may invest, and put and call options on such futures contracts. Each Fund may use such futures contracts and options on futures contracts for hedging or cash management purposes, or to seek increased total return. Futures contracts permit a Fund to gain or reduce 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 are not available, or if Advisors deems advisable for other reasons, a Fund may invest in investment company securities, such as exchange-traded funds (“ETFs”). The Funds 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.

Each Fund may invest in instruments including exchange-traded notes (“ETNs”), equity-linked notes (“ELNs”) and futures contracts or other derivatives to achieve its investment objective. A 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 a 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 NAV.

In seeking to manage currency exposure, a Fund may also 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 International Funds ■ Prospectus 95

linked to a stock market index), options on swaps and equity-linked fixed-income securities, so long as these derivatives are consistent with a particular Fund’s investment objective, restrictions and policies and current regulations, except that such instruments, as well as ETFs used for cash management purposes, will not be subject to the Social Choice International Equity Fund’s ESG criteria, but may, in the case of ETFs, be subject to other ESG criteria. Changes in regulation relating to a registered investment company’s use of derivatives could potentially limit or impact the Funds’ ability to invest in derivatives and adversely affect the value or performance of derivatives and the Funds. Each Fund may invest in derivatives for hedging purposes or to enhance investment return.

From time to time, the Funds may determine not to invest in securities of issuers that do not meet certain corporate governance criteria. The Funds currently do not invest in certain companies with operations in Sudan.

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

Additional information on investment strategies of the Emerging Markets Debt Fund and International Bond Fund

The Funds may also buy and sell put and call options, futures contracts, options on futures, and forwards; and engage in certain swap transactions. The Funds intend to use options and futures primarily as a hedging technique or for cash management as well as for risk management and to increase total return. Futures contracts permit a Fund to seek to gain or reduce 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, a Fund also may enter into forward currency contracts, buy or sell options and futures on foreign currencies, and enter into foreign currency swap contracts.

Where appropriate futures contracts are not available, or if Advisors deems advisable for other reasons, the Funds may invest in investment company securities, such as ETFs. The Funds 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 a 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 NAV.

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

96 Prospectus ■ TIAA-CREF International Funds

use of derivatives could potentially limit or impact a Fund’s ability to invest in derivatives and adversely affect the value or performance of derivatives and the Funds.

The Funds may also make certain other investments. For example, a 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.

From time to time, a Fund may determine not to invest in securities of issuers that do not meet certain corporate governance criteria. The Funds’ currently do not invest in certain companies with operations in Sudan.

Certain instruments in which a Fund may invest are subject to rates that are or previously were tied to the London Interbank Offered Rate (“LIBOR”). LIBOR was a leading floating rate benchmark used in loans, notes, derivatives and other instruments or investments. As a result of benchmark reforms, publication of most LIBOR settings has ceased. Some LIBOR settings continue to be published, but only on a temporary, synthetic and non-representative basis. Regulated entities have generally ceased entering into new LIBOR contracts in connection with regulatory guidance or prohibitions. Replacement rates that have been identified include the Secured Overnight Financing Rate (“SOFR”), which is intended to replace U.S. dollar LIBOR and measures the cost of overnight borrowings through repurchase agreement transactions collateralized with U.S. Treasury securities, and the Sterling Overnight Index Average Rate (“SONIA”), which is intended to replace GBP LIBOR and measures the overnight interest rate paid by banks for unsecured transactions in the sterling market; although other replacement rates could be adopted by market participants. Although the transition process away from LIBOR has become increasingly well-defined in advance of the anticipated discontinuation date, there remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. Any potential effects of the transition away from LIBOR on a Fund or on certain instruments in which a Fund invests can be difficult to ascertain, and they may vary depending on factors that include, but are not limited to: (i) existing fallback or termination provisions in individual contracts and (ii) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments. A Fund may continue to invest in instruments that reference LIBOR or otherwise use LIBOR reference rates due to favorable liquidity or pricing; however, new LIBOR assets may no longer be available. In addition, interest rate provisions included in such contracts may need to be renegotiated in contemplation of the transition away from LIBOR. The transition may also result in a reduction in the value of certain instruments held by a Fund or a reduction in the effectiveness of related Fund transactions such as hedges. In addition, an instrument’s transition to a replacement rate could result in variations in the reported yields of a Fund that holds such instrument. At this time, it is not possible to predict the effect of the establishment of SOFR, SONIA or any other replacement rates.

TIAA-CREF International Funds ■ Prospectus 97

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

Portfolio holdings

A description of the Funds’ policies and procedures with respect to the disclosure of their portfolio holdings is available in the Funds’ SAI.

Portfolio turnover

To the extent a 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 direct or indirect transaction costs, including brokerage commissions or bid-ask spreads, borne by a Fund and, ultimately, by shareholders and (2) higher amounts of realized investment gain subject to the payment of taxes by shareholders. Trading in equity securities involves the payment of brokerage commissions, which are transaction costs paid directly by a Fund. Trading in fixed-income securities does not generally involve the payment of brokerage commissions, but may involve indirect transaction costs such as bid-ask spreads. Also, a high portfolio turnover rate for a Fund may cause the Fund to be more likely to generate capital gains that must be distributed to shareholders as taxable income. The Funds are not subject to a specific limitation on portfolio turnover, and securities of a Fund may be sold at any time such sale is deemed advisable for investment or operational reasons. Also, certain trading strategies utilized by a Fund may increase portfolio turnover. The portfolio turnover rates of the Funds are listed above in the “Summary information” sections and the portfolio turnover rates during recent fiscal periods are provided in the “Financial highlights” section below. The Funds are not generally managed to minimize the tax burden for shareholders. The Funds may have investors that are funds of funds, education savings plans or other asset allocation programs that are also managed by Advisors or its affiliates. These investors may engage in reallocations, rebalancings or other activity that may increase a 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.

Investments by funds of funds

The Trust offers other investment portfolios structured as “funds of funds,” which means that they invest their assets in certain of the Trust’s other investment portfolios, including the Funds, and potentially in other investment pools or products (“TCF Funds of Funds”). At certain times, a TCF Fund of Funds or an unaffiliated fund of funds may be a significant or sole shareholder of a Fund. The TCF Funds of Funds are expected to hold a significant portion of the Class W shares of the Funds. Investment decisions made with respect to the TCF Funds of Funds or by unaffiliated funds of funds could, under certain circumstances, negatively impact the Funds, with respect to the expenses,

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investment performance and liquidity profile of the Funds. For instance, large purchases or redemptions of shares of a Fund by the TCF Funds of Funds or unaffiliated funds of funds, whether as part of a reallocation or rebalancing strategy or otherwise, may result in a Fund having to sell securities or invest cash when it otherwise would not do so. Such transactions could increase a Fund’s transaction costs, accelerate the realization of taxable income if sales of securities resulted in gains, and, in extreme cases, could threaten the continued viability of the Funds to operate as intended. As a result of the TCF Funds of Funds’ or unaffiliated funds of funds’ investment in certain Funds, such Funds may be limited in their ability to invest in other registered funds and private funds.

Share classes

Each Fund may offer Institutional Class, Advisor Class, Premier Class, Retirement Class, Retail Class and Class W shares in this Prospectus. Each 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.

Management of the Funds

The Funds’ 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, 2023, Advisors and TCIM together had approximately $618.4 billion of assets under management. Advisors is located at 730 Third Avenue, New York, NY 10017-3206.

TIAA-CREF International Funds ■ Prospectus 99

however, pay the management fees and other expenses that are described in the tables of fees and expenses in this Prospectus. The management fees paid by the Funds to Advisors are intended to compensate Advisors for its services to the Funds 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 Funds. In addition, Advisors has contractually agreed to reimburse each Fund for any Total annual Fund operating expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses and extraordinary expenses) that exceed certain amounts, as stated in the “Fees and expenses” section of each Fund in this Prospectus. These expense reimbursement arrangements will continue through at least February 28, 2025, unless changed with approval of the Board of Trustees. The Funds also pay Advisors for certain administrative services that Advisors provides to the Funds on an at-cost basis.

Advisors has contractually agreed to waive and/or reimburse, for each Fund that offers Class W shares, Class W shares’ net investment management fees in their entirety. Advisors expects this fee waiver and/or reimbursement arrangement to remain in effect indefinitely, unless changed or terminated with approval of the Board of Trustees. However, Advisors may receive an investment management fee from the TCF Funds of Funds and other investors in Class W shares.

Advisors manages the assets of the Funds pursuant to an investment management agreement with the Trust (the “Management Agreement”). Advisors’ duties under the Management Agreement include, among other things, providing the Funds with investment research, advice and supervision; furnishing an investment program for the Funds; 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 Funds, such as the custodian and transfer agent.

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

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INVESTMENT MANAGEMENT FEES


			Effective
		Fee rate	annual fee rate
	Assets under	(average daily	(fiscal year ended
	management (billions)	net assets)	October 31, 2023)
Emerging Markets Equity Fund			0.84%
	$0.0—$1.0	0.85%
	Over $1.0—$2.0	0.82%
	Over $2.0—$4.0	0.79%
	Over $4.0—$7.0	0.76%
	Over $7.0—$10.0	0.73%
	Over $10.0	0.70%

International Equity Fund			0.44%
	$0.0—$1.0	0.50%
	Over $1.0—$2.0	0.47%
	Over $2.0—$4.0	0.44%
	Over $4.0—$7.0	0.41%
	Over $7.0—$10.0	0.38%
	Over $10.0	0.35%

International Opportunities Fund			0.58%
	$0.0—$1.0	0.60%
	Over $1.0—$2.0	0.57%
	Over $2.0—$4.0	0.54%
	Over $4.0—$7.0	0.51%
	Over $7.0—$10.0	0.48%
	Over $10.0	0.45%

Quant International Small-Cap Equity Fund			0.65%
	$0.0—$1.0	0.65%
	Over $1.0—$2.0	0.62%
	Over $2.0—$4.0	0.59%
	Over $4.0—$7.0	0.56%
	Over $7.0—$10.0	0.53%
	Over $10.0	0.50%

Social Choice International Equity Fund			0.30%
	$0.0—$1.0	0.30%
	Over $1.0—$2.0	0.29%
	Over $2.0—$4.0	0.28%
	Over $4.0—$7.0	0.27%
	Over $7.0—$10.0	0.26%
	Over $10.0	0.25%

Emerging Markets Debt Fund			0.55%
	$0.0—$1.0	0.55%
	Over $1.0—$2.0	0.53%
	Over $2.0—$4.0	0.51%
	Over $4.0—$7.0	0.49%
	Over $7.0—$10.0	0.47%
	Over $10.0	0.45%

International Bond Fund			0.50%
	$0.0—$1.0	0.50%
	Over $1.0—$2.0	0.48%
	Over $2.0—$4.0	0.46%
	Over $4.0—$7.0	0.44%
	Over $7.0—$10.0	0.42%
	Over $10.0	0.40%

TIAA-CREF International Funds ■ Prospectus 101

A discussion regarding the basis for the Board of Trustees’ most recent approval of each Fund’s Management Agreement is available in the Fund’s shareholder report for the period ended April 30, 2023. For a free copy of the Funds’ shareholder reports, please visit the Funds’ website at www.tiaa.org, visit the SEC’s website at www.sec.gov or call 800-842-2252.

Information about the International Bond Fund’s Subsidiaries

The International Bond Fund may invest in the Regulation S Subsidiary, a Cayman Islands exempted company that is wholly owned and controlled by the Fund, to gain exposure to Regulation S securities. The Fund invests in the Regulation S Subsidiary to obtain exposure to certain Regulation S securities not eligible for investment by the Fund until the expiration of the applicable Regulation S security restricted period. The Fund is the sole shareholder of the Regulation S Subsidiary and it is currently expected that shares of the Regulation S Subsidiary will not be sold or offered to other investors.

The International Bond Fund may also invest up to 25% of its total assets in the TEFRA Bond Subsidiary, a Cayman Islands exempted company that is wholly owned and controlled by the Fund, to gain exposure to certain TEFRA Bonds. TEFRA Bonds are sold subject to selling restrictions generally designed to restrict the purchasers of such bonds to non-U.S. persons (as defined for applicable U.S. federal income tax purposes). As the TEFRA Bond Subsidiary will elect to be a corporation from a U.S. federal income tax perspective, the TEFRA Bond Subsidiary will generally be viewed as a non-U.S. person for such purposes. The Fund invests in the TEFRA Bond Subsidiary to provide the Fund exposure to TEFRA Bonds, within the selling restrictions that apply to the sale of such bonds. The Fund is the sole shareholder of the TEFRA Bond Subsidiary and it is currently expected that shares of the TEFRA Bond Subsidiary will not be sold or offered to other investors.

The Subsidiaries have each entered into an investment management agreement with Advisors for the management of the Subsidiaries’ portfolios. Under these agreements, Advisors provides the Subsidiaries with the same type of management services, under the same terms, as are provided to the Fund. The investment management agreements with the Subsidiaries provide for their automatic termination upon the termination of the Fund’s Management Agreement. Advisors is not compensated by the Subsidiaries for the services it provides to the Subsidiaries. As described in more detail in this Prospectus, Advisors receives a management fee from the Fund based on the average daily net assets of the Fund, which includes any amounts invested in the Subsidiaries. The Fund will bear the operating expenses of the Subsidiaries, subject to the Fund’s expense reimbursement arrangements. The Subsidiaries have also entered into separate contracts for the provision of custody and transfer agency services with the same service providers as those engaged by the Fund.

In managing the Subsidiaries’ portfolios, Advisors is subject to the same investment policies and restrictions that apply to the management of the Fund.

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However, unlike the Fund, the Regulation S Subsidiary may invest without limitation in Regulation S securities and the TEFRA Bond Subsidiary may invest in TEFRA Bonds.

While there are no limitations on the ability of the Fund to invest in the Subsidiaries (other than the requirement that the Fund have no more than 25% of its total assets invested in the TEFRA Bond Subsidiary, consistent with the asset diversification test applicable to regulated investment companies), the portfolio investments of the Subsidiaries are subject to the investment strategies and limitations of the Fund in the same manner as are investments directly held by the Fund. The Fund will comply with the applicable provisions of the 1940 Act, including, without limitation, those provisions relating to investment policies and capital structure, on an aggregate basis with the Subsidiaries.

Portfolio management teams

The Funds are managed by one or more portfolio managers, who are responsible for the day-to-day management of the Funds, with expertise in the area applicable to the Funds’ investments. In the case of Funds with multiple portfolio managers, each may be responsible for different aspects of the Funds’ management. For example, one manager may be principally responsible for selecting appropriate investments for a Fund, while another may be principally responsible for asset allocation. The following is a list of the portfolio managers primarily responsible for managing each Fund’s investments, along with their relevant experience. The Funds’ portfolio managers may change from time to time.


Name & Title	Portfolio Role	Experience Over Past Five Years	Total Experience (since dates specified below)
Name & Title	Portfolio Role	Experience Over Past Five Years	At TIAA	Total	On Team
EMERGING MARKETS EQUITY FUND
Barton Grenning Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2008 to Present (Asian and global consumer products equity research and portfolio management)	2008	1990	2015
Willis Tsai Managing Director	Portfolio Manager	Advisors, Nuveen Asset Management and other advisory affiliates of TIAA—2006 to Present (international equity portfolio management)	2006	2005	2023

INTERNATIONAL EQUITY FUND
John Tribolet Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2005 to Present (portfolio management of global and international equity portfolios)	2005	1997	2020

TIAA-CREF International Funds ■ Prospectus 103


Name & Title	Portfolio Role	Experience Over Past Five Years		Total Experience (since dates specified below)
Name & Title	Portfolio Role	Experience Over Past Five Years		At TIAA	Total	On Team
INTERNATIONAL EQUITY FUND (continued)
Gregory Mancini Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2016 to Present (research and portfolio management of an international portfolio); Merrill Lynch, London—2015 to 2016 (equities); Dabroes Management—2008 to 2015 (partner, founding member, European hedge fund)		2016	1996	2020

INTERNATIONAL OPPORTUNITIES FUND
Jason Campbell Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2005 to Present (manager and analyst for international portfolios)	2005		1997	2013
Dan Roberts Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2003 to Present (U.S. and European media analyst and global portfolio manager)		2003	1996	2019

QUANT INTERNATIONAL SMALL-CAP EQUITY FUND
Max Kozlov, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2015 to Present (quantitative equity research and domestic portfolio management); BlackRock—2002 to 2015 (quantitative equity research and portfolio management for domestic large-cap portfolios, hedge funds and ETFs)		2015	1997	2020
Yuchang (Charles) Huang, CFA Senior Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2014 to Present (quantitative equity research)		2014	2010	2023

SOCIAL CHOICE INTERNATIONAL EQUITY FUND
Philip James (Jim) Campagna, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)		2005	1991	2015
Lei Liao, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2012 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)		2012	2005	2015

104 Prospectus ■ TIAA-CREF International Funds


Name & Title	Portfolio Role	Experience Over Past Five Years	Total Experience (since dates specified below)
Name & Title	Portfolio Role	Experience Over Past Five Years	At TIAA	Total	On Team
SOCIAL CHOICE INTERNATIONAL EQUITY FUND (continued)
Darren Tran, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2005	2000	2022

EMERGING MARKETS DEBT FUND
Katherine Renfrew Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—1997 to Present (fixed-income portfolio management, research and trading)	1997	1994	2014
John Espinosa Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2004 to Present (fixed-income portfolio management, research and trading)	2004	2004	2023
Alejandro Rivera, CFA Senior Director	Portfolio Manager	Advisors, Nuveen Asset Management and other advisory affiliates of TIAA—2015 to Present (fixed-income credit research and portfolio management)	2015	2004	2023
Karina Bubeck, CFA Managing Director	Portfolio Manager	Advisors, Nuveen Asset Management and other advisory affiliates of TIAA—2003 to Present (fixed-income credit research and portfolio management)	2003	1999	2023
Bao Vo Managing Director	Portfolio Manager	Advisors, Nuveen Asset Management and other advisory affiliates of TIAA—2014 to Present (fixed-income trading and portfolio management)	2014	2007	2023

INTERNATIONAL BOND FUND
John Espinosa Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2004 to Present (fixed-income portfolio management, research and trading)	2004	2004	2016
Melissa Zaccagnino Senior Director	Portfolio Manager	Advisors, Nuveen Asset Management and other advisory affiliates of TIAA—2020 to Present (fixed-income credit research and portfolio management); Santander—2018 to 2020 (emerging markets institutional sales)	2020	2006	2023
Aaron Enriquez Senior Director	Portfolio Manager	Advisors, Nuveen Asset Management and other advisory affiliates of TIAA—2011 to Present (fixed-income credit research and portfolio management)	2011	2011	2023

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

TIAA-CREF International Funds ■ Prospectus 105

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

Other services

Under the terms of the 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 Funds or to Advisors.

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

Advisors, in its capacity as administrator to the Funds, has contractually agreed to reimburse, for each Fund that offers Class W shares, Class W shares’ net other expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses, Trustee expenses and extraordinary expenses) in their entirety. Advisors expects this expense reimbursement arrangement to remain in effect indefinitely, unless changed or terminated with approval of the Board of Trustees. Additional detail regarding the arrangement is provided in the Funds’ SAI.

Distribution and service arrangements

All classes

Nuveen Securities, LLC (“Nuveen Securities”) distributes each class of Fund shares. Nuveen Securities may enter into agreements with other intermediaries, including its affiliated broker-dealer, TIAA-CREF Individual & Institutional Services, LLC (“Services”), to offer and sell shares of the Funds. For Premier Class and Retail Class shares, Nuveen Securities may utilize some or all of the Rule 12b-1 plan fees it receives from Premier Class and Retail Class shares to pay such other intermediaries for services provided in connection with the sale, promotion and/or servicing of Premier Class and Retail Class shares, respectively.

Additional information about payments to intermediaries appears in the Funds’ SAI.

Please note that Nuveen Securities does not have a customer relationship with you solely by virtue of acting as distributor for the Funds. Nuveen Securities does not offer or provide investment monitoring, make investment decisions for you, or hold customer accounts or assets.

106 Prospectus ■ TIAA-CREF International Funds

Other payments by the Funds

Institutional Class

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

Advisor Class

In addition to the fees the Funds pay to their transfer agent, Nuveen Securities or Advisors, on behalf of the Advisor Class shares of the Funds, the Funds may enter into agreements with financial intermediaries pursuant to which the Funds will pay financial intermediaries for administrative, networking, recordkeeping, sub-transfer agency and shareholder services. The Funds have adopted a Shareholder Servicing Plan (“Servicing Plan”) with respect to Advisor Class shares that has been approved by the Board of Trustees that outlines the types of services to be provided to the Funds by these financial intermediaries. The Servicing Plan also provides the maximum rates that the Funds may pay such financial intermediaries, which are generally based on: (1) an annual percentage of the average daily net assets of Fund shareholders serviced by a financial intermediary; or (2) a fixed dollar amount for each account serviced by a financial intermediary. The aggregate amount of these payments may be substantial and may vary significantly among intermediaries but will be limited by Advisors’ agreement to reimburse each Fund if total Advisor Class expenses (subject to certain exclusions) exceed certain specified amounts.

More information about the Funds’ distribution and service arrangements for Advisor Class shares appears in the Funds’ SAI.

Premier Class

The Funds have adopted a distribution plan under Rule 12b-1 with respect to Premier Class shares under which the Funds pay Nuveen Securities an annual fee as compensation for Nuveen Securities’ or other entities’ services related to the sale, promotion and/or servicing of Premier Class shares.

Under the plan, the Funds pay Nuveen Securities at the annual rate of up to 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 Nuveen Securities may pay another entity for providing such services. Advisors, Nuveen Securities and their affiliates, at their own expense, may also pay for distribution, promotional and/or shareholder and 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 Funds’ distribution and services arrangements for Premier Class shares appears in the Funds’ SAI.

TIAA-CREF International Funds ■ Prospectus 107

Retirement Class

For Retirement Class shares of the Funds, the Funds have 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 Funds pays monthly a fee to Advisors at an annual rate of up to 0.25% of average daily net assets, which is reflected as part of “Other expenses” in the “Fees and expenses” sections of this Prospectus. Advisors may pay Services or other affiliated or unaffiliated persons an administrative charge at an annual rate of 0.25% of average daily net assets attributable to Retirement Class shares to assist it with fulfilling its obligations under the Retirement Class Service Agreement.

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

Retail Class

The Funds have adopted a distribution plan under Rule 12b-1 with respect to Retail Class shares under which the Funds pay Nuveen Securities an annual fee as compensation for Nuveen Securities’ or other entities’ services related to the sale, promotion and/or servicing of Retail Class shares.

Under the plan, the Funds pay Nuveen Securities at the annual rate of up to 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 Nuveen Securities may pay another entity for providing such services. Advisors, Nuveen Securities and their affiliates, at their own expense, may also pay for distribution, promotional and/or shareholder and account maintenance 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.

Class W

More information about the Funds’ distribution and services arrangements for Class W shares appears in the Funds’ SAI.

Other payments by Nuveen Securities, Advisors or their affiliates

108 Prospectus ■ TIAA-CREF International Funds

financial intermediaries that sell shares of the TIAA-CREF Funds. These payments are often referred to as “revenue sharing.” These payments may be made in order to promote the sale and retention of Fund shares by intermediaries and their customers. The amounts of these distribution-related revenue sharing payments may vary by financial intermediary and, with respect to a given financial intermediary, are typically calculated by reference to the amount of the financial intermediary’s recent gross sales of TIAA-CREF Fund shares and/or total assets of TIAA-CREF Funds held by the intermediary’s customers. The level of distribution-related revenue sharing payments that Nuveen Securities, Advisors or their affiliates are willing to provide to a particular financial intermediary may be affected by, among other factors, the intermediary’s total assets held in and recent net investments into the TIAA-CREF Funds, the intermediary’s level of participation in TIAA-CREF Fund sales and marketing programs, the intermediary’s compensation program for its registered representatives who sell TIAA-CREF Fund shares and provide services to TIAA-CREF Fund shareholders, and the asset class of the TIAA-CREF Funds for which these payments are provided. The SAI contains additional information about these payments. Nuveen Securities may also make payments to financial intermediaries in connection with sales meetings, due diligence meetings, prospecting seminars and other meetings at which Nuveen Securities promotes its products and services. Payments to intermediaries may include payments to certain third-party broker-dealers and financial advisors, including fund supermarkets, to provide access to their fund distribution platforms. With respect to Institutional Class shares, effective August 1, 2019, Nuveen Securities, Advisors or their affiliates have been permitted to make revenue sharing payments pursuant to existing arrangements with financial intermediaries, but will not enter into new arrangements to make revenue sharing payments with new third-party financial intermediaries.

In addition to revenue sharing payments to financial intermediaries related to distribution of the Funds’ shares, Advisors or its affiliates may also make revenue sharing payments out of their own assets to financial intermediaries as compensation for certain recordkeeping, shareholder communications and other account administration services provided to TIAA-CREF Fund shareholders who own their shares through these financial intermediaries’ accounts. These servicing-related revenue sharing payments are in addition to any applicable sub-transfer agency or similar fees paid to these financial intermediaries with respect to these services by the TIAA-CREF Funds out of Fund assets.

The amounts of revenue sharing payments to a financial intermediary could be significant, and may create an incentive for the intermediary or its representatives to recommend or offer shares of the Funds to you. The financial intermediary may elevate the prominence or profile of the Funds within the intermediary’s organization by, for example, placing the Funds on a list of preferred or recommended funds and/or granting Nuveen Securities, Advisors and/or their affiliates preferential or enhanced opportunities to promote the Funds in various ways within the intermediary’s organization. Advisors, Nuveen

TIAA-CREF International Funds ■ Prospectus 109

Securities or their affiliates may revise their policies with respect to revenue sharing payments at any time without prior notice.

Calculating share price

Each Fund determines its NAV per share, or share price, on each Business Day. The NAV for each Fund is calculated each Business Day as of the latest close of the regular (or core) trading session of the NYSE, NYSE Arca Equities or NYSE American (collectively, the “NYSE Exchanges”) (normally 4:00 p.m. Eastern Time or such earlier time that is the latest close of a regular (or core) trading session of any of the NYSE Exchanges). The Funds do not price their shares on days that are not a Business Day. 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 Funds invest in foreign securities that are primarily listed on foreign exchanges that trade on days when the Funds do not price their shares, the value of the foreign securities in the Funds’ portfolios may change on days when shareholders will not be able to purchase or redeem Fund shares. The value of a Fund’s investments denominated in foreign currencies is converted to U.S. dollars for purposes of determining the Fund’s NAV.

Each Fund generally uses market quotations or values obtained from independent pricing services to value securities and other instruments held by a Fund. If market quotations are not readily available or are not considered reliable, a Fund will use a security’s “fair value,” as determined in good faith using procedures approved by the Board of Trustees. A 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, a 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 a Fund’s NAV. Although each Fund fair values portfolio securities on a security-by-security basis, funds that hold foreign portfolio securities may see their portfolio securities fair valued more frequently than other funds that do not hold foreign securities.

Fair value pricing of equity securities 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 is intended to decrease the ability of market timers to make money by exchanging into or out of the Funds to

110 Prospectus ■ TIAA-CREF International Funds

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

The Funds’ fair value pricing procedures provide, among other things, for the Funds 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 Exchanges. For these securities, the Funds use a fair value pricing service approved by Advisors, as the valuation designee. 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 Exchanges. Fair value pricing is subjective in nature and the use of fair value pricing by a 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 Funds also examine 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 Exchanges based on market movements. In addition, the Funds 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.

Fixed-income securities, including money market instruments, are valued using market quotations, independent pricing sources or values derived from a pricing matrix that has various types of the applicable fixed-income instrument along one axis and various maturities along the other. The use of a price derived from a pricing matrix is a method of fair value pricing.

The Board of Trustees has designated Advisors as the valuation designee pursuant to Rule 2a-5 under the 1940 Act and delegated to Advisors the responsibility of making fair value determinations.

Dividends and distributions

Each 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 investments held by a Fund and capital gains realized from the sale of investments. The Emerging Markets Debt Fund and International Bond Fund plan to pay dividends on a quarterly basis. Each other Fund plans to pay dividends on an annual basis.

Each Fund intends to pay net capital gains, if any, annually. Dividends and capital gains can be paid in cash or reinvested. If you have elected to receive your distributions in cash and the distribution amount is less than $10, then the amount will be automatically reinvested in the particular Fund and no check will be issued. If the postal service is unable to deliver checks to your address of record, or the distribution check remains outstanding for six months or more, then the Funds reserve the right to reinvest the distribution check into your account using the particular Fund’s current NAV and to change your distribution

TIAA-CREF International Funds ■ Prospectus 111

option to reinvestment. No interest will accrue on amounts represented by uncashed distribution checks.

Dividends and capital gain distributions paid to shareholders who hold their shares through a TIAA-administered retirement plan or custody account will automatically be reinvested in additional shares of the same class of the particular Fund. All other shareholders may elect from the following distribution options (barring any restrictions from the intermediary or plan through which such shares are held):

1. Reinvestment option, same Fund. Your dividend and capital gain distributions are automatically reinvested in additional shares of the same share class of the Fund. Unless you elect otherwise, this will be your default distribution option.

2. Reinvestment option, different fund. Your dividend and capital gain distributions are automatically reinvested in additional shares of the same share class of another fund in which you already hold shares.

3. Income-earned option. Your long-term capital gain distributions are automatically reinvested, but you will be sent a check for each dividend and short-term capital gain distribution.

4. Capital gains option. Your dividend and short-term capital gain distributions are automatically reinvested, but you will be sent a check for each long-term capital gain distribution.

5. Cash option. A check will be sent for your dividend and each capital gain distribution.

On a 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 Funds do 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 a Fund will be taxed.

112 Prospectus ■ TIAA-CREF International Funds

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 paid from a Fund are taxed as ordinary income, and long-term capital gain distributions are taxed as long-term capital gains. By February of each year, a statement showing the taxable distributions paid to you in the previous year from a Fund will be sent to you and the Internal Revenue Service (“IRS”) (for taxable accounts only). Whether 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 a 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 a Fund. Given the investment strategies of the Emerging Markets Debt Fund and International Bond Fund, it is not expected that a significant portion of dividends paid by such Funds would be eligible to be reported as qualified dividend income. Notwithstanding this, certain holding period requirements with respect to a shareholder’s shares in a Fund may apply to prevent the shareholder from treating any portion of a dividend as “qualified dividend income.” Additional information about this can be found in the Funds’ 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.

Each Fund is required to report to the IRS and furnish to certain 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, each 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.

For shares you sell that were purchased prior to January 1, 2012, you will be sent a statement showing how many shares you sold and at what price. However,

TIAA-CREF International Funds ■ Prospectus 113

the statement will not include cost basis information and will not be furnished to the IRS. You or your tax preparer must determine whether this sale resulted in a capital gain or loss and the amount of tax to be paid on any gain. Be sure to keep your regular account statements; the information they contain will be essential in calculating the amount of your capital gains or losses.

Backup withholding. If you fail to provide a correct taxpayer identification number or fail to certify that it is correct, the Funds are required by law to withhold 24% of all the distributions and redemption proceeds paid from your account. The Funds are also required to begin backup withholding if instructed by the IRS to do so.

Medicare tax. An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts.

Buying a dividend. If you buy shares just before a Fund deducts a distribution from its NAV, 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 a 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 will have to include the $0.25 dividend in your gross income for tax purposes.

Effect of foreign taxes. Foreign governments may impose taxes on a Fund and its investments and these taxes generally will reduce the Fund’s distributions. If a 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, a 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 a 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 a Fund from domestic (U.S.) sources. Certain holding period and debt financing restrictions may apply to corporate investors seeking to claim the deduction. Given the investment strategies of the

114 Prospectus ■ TIAA-CREF International Funds

Emerging Markets Debt Fund and International Bond Fund, it is not expected that a significant portion of dividends paid by such Funds would be eligible to be reported as eligible for the corporate dividends-received 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 the Internal Revenue Code of 1986, as amended (the “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 or your tax advisor.

Other tax matters. Certain investments of a 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 a Fund to recognize taxable income in excess of the cash generated by such investments (which may require a 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 a 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 a Fund in your particular situation. Additional tax information can be found in the Funds’ SAI.

Your account: purchasing, redeeming
or exchanging shares

Fund shares offered in this Prospectus

Each Fund may offer up to six share classes: Institutional Class, Advisor Class, Premier Class, Retirement Class, Retail Class and Class W shares. Institutional Class shares are available for purchase directly from the Funds by certain eligible investors (which include employee benefit plans and financial intermediaries). Advisor Class shares are available for purchase through certain financial intermediaries, employee benefit plans and insurance company separate accounts. Premier Class and Retirement Class shares are generally available for purchase through employee benefit plans or other types of savings plans or accounts. Retail Class shares are available for purchase through certain financial intermediaries or by contacting the Funds directly at www.tiaa.org or 800-223-1200. Class W shares are available for purchase directly from the Funds only by funds advised by Advisors or its affiliates or other clients or accounts of Advisors or its affiliates that are subject to a contractual fee for advisory, management or other similar or related services provided by Advisors or its affiliates. Investors should note that certain account minimums may be required for purchasing Institutional Class or Retail Class shares.

TIAA-CREF International Funds ■ Prospectus 115

Share class eligibility

Overview

Each share class of a Fund has certain eligibility requirements that apply when purchasing Fund shares. Eligibility to purchase a certain class of shares is generally based on the type of account being opened in a Fund as well as certain account minimums. In order to better understand the eligibility requirements outlined below, the following defined terms shall apply when used throughout this Prospectus.

Definitions

Financial Intermediary Accounts: These include accounts held through platforms, programs, plans and other similar entities, as well as omnibus accounts, on behalf of other investors. Additionally, Financial Intermediary Accounts may include, but are not limited to, the following:

· Employee Benefit Plans (as defined below);

· Certain custody accounts sponsored or administered by TIAA, or by other entities not affiliated with TIAA, that are established by individuals as IRAs pursuant to section 408 of the Code; and

· Wrap accounts or other such arrangements as may be offered by a financial advisor or other intermediary.

Employee Benefit Plans: These include accounts sponsored or administered by either TIAA and its affiliates or by other entities not affiliated with TIAA and that are established by or on behalf of employers, or the trustees of plans sponsored by employers, in connection with certain Employee Benefit Plans. Such Employee Benefit Plans include those described in sections 401(a) (including 401(k) and Keogh plans), 403(a), 403(b) or 457 of the Code. Shareholders investing through such Employee Benefit Plans may have to pay additional expenses related to the administration of such plans. The Advisor Class is not available to SEPs, SAR-SEPs, SIMPLE IRAs and Keogh plans.

Eligible Investors: These include both Financial Intermediary Accounts and Employee Benefit Plans.

Direct Purchasers: These accounts are opened directly with the transfer agent for the Funds, SS&C GIDS, Inc., and include the following: individual, financial advisor, domestic trust and joint accounts; Traditional IRAs and Roth IRAs; corporate and institutional accounts; custodial accounts for a minor child under the Uniform Gift to Minors Act (“UGMA”) or Uniform Transfer to Minors Act (“UTMA”); and Coverdell education savings accounts.

Eligibility—Institutional Class and Retail Class

Institutional Class and Retail Class shares are available for purchase by or through the following types of accounts:

· Direct Purchasers;

· Financial Intermediary Accounts;

116 Prospectus ■ TIAA-CREF International Funds

· Other investment companies or pools;

· State-sponsored tuition savings plans (529) or healthcare saving accounts (HSA);

· Insurance company separate accounts advised by or affiliated with Advisors, or other affiliates of TIAA; and

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

Eligibility—Advisor Class, Premier Class and Retirement Class

Advisor Class, Premier Class and Retirement Class shares are available for purchase by or through the following types of accounts:

· Direct Purchasers (existing Direct Purchasers of Advisor Class shares only);

· Financial Intermediary Accounts;

· Other investment companies or pools;

· State-sponsored tuition savings plans (529) or healthcare saving accounts (HSA);

· Insurance company separate accounts advised by or affiliated with Advisors, or other affiliates of TIAA; and

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

Eligibility—Class W

Class W shares are available for purchase directly from the Funds only by funds advised by Advisors or its affiliates or other clients or accounts of Advisors or its affiliates that are subject to a contractual fee for advisory, management or other similar or related services provided by Advisors or its affiliates, as well as other accounts, entities, programs, plans and categories of shareholders as may be approved by the Funds from time to time.

Account minimums

Investors should note that the following account minimums may be required for initial and subsequent purchases of Institutional Class and Retail Class shares:

· Institutional Class shares: The minimum initial investment is $2 million per Fund account and the minimum subsequent investment is at least $1,000 unless an investor purchases shares by or through financial intermediaries that have entered into an appropriate agreement with the Funds or their affiliates. Financial Intermediary Accounts where neither the investor nor the intermediary will receive, from the Funds or their affiliates, any commission payments, account servicing fees, recordkeeping fees, 12b-1 fees, sub-transfer agency fees, so called “finder’s fees,” administration fees or similar fees with respect to Institutional Class shares are not subject to initial purchase or subsequent investment minimums. Employee Benefit Plans, fee-based managed account programs (“wrap accounts”), state-sponsored 529

TIAA-CREF International Funds ■ Prospectus 117

college savings plans, collective trust funds, investment companies or other pooled investment vehicles, thrifts and bank and trust companies that have entered into agreements to offer Institutional Class shares held in omnibus accounts on the books of the Funds are also exempt from initial and subsequent investment minimums.

· Retail Class shares: The minimum initial investment is $2,000 per Fund account 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.

The Funds have the discretion to waive or otherwise change the initial or subsequent minimum investment requirements at any time without any prior notice to shareholders. These minimum account requirements are discussed in more detail below.

There are no minimum account requirements, including initial or subsequent minimum investment requirements, for Advisor Class, Premier Class, Retirement Class or Class W shares.

All share classes

Each Fund reserves the right to determine in its sole discretion whether any potential investor is eligible to purchase Institutional Class, Advisor Class, Premier Class, Retirement Class, Retail Class or Class W shares. For more information with regard to Institutional Class, Advisor Class, Premier Class or Retirement Class shares, please contact your financial intermediary or you may call the Funds at 800-842-2252, Monday through Friday, from 8:00 a.m. to 10:00 p.m. Eastern Time. If you are a Direct Purchaser of Institutional Class shares, please contact your assigned relationship manager (“Relationship Manager”), or please call the Funds at 800-223-1200, Monday through Friday, from 8:00 a.m. to 6:00 p.m. Eastern Time. For more information with regard to Retail Class shares, or if you are a Direct Purchaser of Advisor Class shares, please call the Funds at 800-223-1200, Monday through Friday, from 8:00 a.m. to 6:00 p.m. Eastern Time. For more information with regard to Class W shares, please call the Funds at 800-842-2252, Monday through Friday, from 8:00 a.m. to 10:00 p.m. Eastern Time. Due to the limited eligibility of Class W shares, certain of the information below regarding purchasing, redeeming and exchanging shares does not apply to Class W shares.

Investors in all share classes should be aware that each Fund may from time to time, in its discretion, suspend, change or terminate the processes and procedures outlined below for purchasing, redeeming and exchanging shares.

The Funds are not responsible for any losses due to unauthorized or fraudulent instructions when purchasing, redeeming or exchanging shares as long as the Funds follow 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.

118 Prospectus ■ TIAA-CREF International Funds

Purchasing shares

For Direct Purchasers of Institutional Class and Advisor Class shares and for Retail Class shares

How to open an account—Institutional Class

Direct Purchasers interested in opening an account to hold Institutional Class shares should request an application from their Relationship Manager, who can answer any questions or help complete the application. The application will need to be submitted directly either to a Relationship Manager or to the Funds via mail. Confirmation that the account has been established will be delivered to the applicant or can be obtained by calling the Funds.

How to open an account—Retail Class

Accounts can be opened via mail or in person. To open an account, send the Funds a completed application with your initial investment. To download an application to mail to the Funds, please visit the TIAA Web Center at www.tiaa.org and click on Mutual Funds. If you have any questions or need help obtaining or completing the application, call the Funds at 800-223-1200. If you currently hold or in the future intend to hold your Retail Class shares indirectly through a financial intermediary, please contact the intermediary about initiating or making additional purchases of Retail Class shares.

Minimum initial and subsequent investment

For Direct Purchasers of Institutional Class shares, the minimum initial investment is $2 million per Fund account. The minimum initial investment for Retail Class shares in Traditional IRA, Roth IRA and Coverdell accounts is $2,000 per Fund account. The minimum initial investment for Retail Class shares in all other accounts is $2,500 per Fund account. The Funds 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.

Subsequent investments into the Institutional Class for all account types must be at least $1,000 per Fund account. Subsequent investments into the Retail Class for all account types must be at least $100 per Fund account. Financial intermediaries may enforce their own initial and subsequent investment minimums.

There are no minimum account requirements, including initial or subsequent minimum investment requirements, for Advisor Class shares.

TIAA-CREF International Funds ■ Prospectus 119

by completing an Account Services Form, which you can request by calling 800-223-1200, or you may download it from the Funds’ website. The Institutional Class, Advisor Class and Retail Class impose a $100,000 per Fund account per day limit on telephone and web purchases, as applicable.

Transaction methods for purchases

Over the Internet: With TIAA’s Web Center, you can make electronic withdrawals from your designated bank account to buy additional Retail Class shares over the Internet. TIAA’s Web Center can be accessed through TIAA’s homepage at www.tiaa.org.

By telephone: You can request electronic withdrawals from your designated bank account to buy additional Institutional Class shares by calling your Relationship Manager or by calling 800-223-1200. You can request electronic withdrawals from your designated bank account to buy additional Advisor Class or Retail Class shares of the Funds by calling 800-223-1200.

Purchasing via mail: Send a check to either of the addresses listed below with an investment coupon from a previous confirmation statement. If you do not have an investment coupon, use a separate piece of paper including your name, address, Fund account number, the Fund and class you want to invest in and the amount to be invested in the Funds.

Make checks payable to “The TIAA-CREF Funds.”

First-Class Mail:

The TIAA-CREF Funds—(specify either: “Institutional Class” or “Retail Class”)

c/o SS&C GIDS, Inc.

P.O. Box 219227

Kansas City, MO 64121-9227

Overnight Mail:

The TIAA-CREF Funds—(specify either: “Institutional Class” or “Retail Class”)

c/o SS&C GIDS, Inc.

430 W 7th Street, STE 219227

Kansas City, MO 64105-1407

Purchasing via wire: See the section entitled “For Eligible Investors in Institutional Class, Advisor Class, Premier Class and Retirement Class shares and their clients—Transaction methods for purchases” below.

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your Automatic Investment Plan. You can make automatic investments semi-monthly or monthly (on the 1st and 15th of each month or on the next Business Day if those days are not Business Days). Investments must be made for at least $100 per Fund account. You can change the date or amount of your investment, or terminate the Automatic Investment Plan, at any time by letter or by telephone or over the Internet. The change will take effect approximately five Business Days after the Funds receive your request. The Funds can suspend, change or terminate the Automatic Investment Plan option at any time, although the Funds will notify you if this occurs.

In-kind purchases of shares: Advisors, at its sole discretion, may allow the purchase of shares with investment securities (instead of cash), if: (1) Advisors believes the securities are appropriate investments for a 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 a Fund accepts the securities, the shareholder’s account will be credited with shares equal in NAV to the market value of the securities received. Shareholders investing through a Financial Intermediary Account or Employee Benefit Plan who are interested in making in-kind purchases should contact their Financial Intermediary Account or Employee Benefit Plan sponsor directly. Otherwise, shareholders interested in making in-kind purchases should contact either their Relationship Manager or the Funds directly.

Payment limitations: Generally, for Direct Purchasers of Institutional Class and Advisor Class shares and for Retail Class shareholders, the Funds will not accept payment in the following forms (exceptions may apply):

· checks made out to you or other parties and signed over to the Funds;

· corporate checks for investment into non-corporate accounts;

· third-party checks except in limited circumstances with regard to subsequent investments (any check not made payable directly to TIAA-CREF Funds will be considered a third-party check); or

· travelers’ checks, money orders, credit card convenience checks, cash, counter checks or starter checks or digital (including virtual or crypto) currencies (e.g., Bitcoin).

Stopped checks: If your purchase check does not clear or payment on it is stopped, or if the Funds do not receive good funds through wire transfer or electronic funds transfer (“EFT”), the Funds may 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 any of the Funds or Advisors and you may be subject to investment losses and tax consequences on such a redemption. If you are already a shareholder, the Funds can redeem shares from any of your accounts as reimbursement for all losses. The Funds also reserve the right to restrict you from making future purchases in any of the Funds or any other series of the Trust. There is a $25 fee for all returned items, including

TIAA-CREF International Funds ■ Prospectus 121

checks and EFTs. Please note that there is a 10 calendar day hold on all purchases by check or through EFT.

For Eligible Investors in Institutional Class, Advisor Class, Premier Class and Retirement Class shares and their clients

For Participants in an Employee Benefit Plan or Financial Intermediary Account administered by TIAA

How to open an account

You should first contact your employer to learn important details necessary to facilitate enrollment in an Employee Benefit Plan. Your employer must notify TIAA that you are eligible to enroll. In many cases, you will be able to use the TIAA Web Center’s online enrollment feature at www.tiaa.org. Some plans allow submission of a hard-copy application for a new account; this form can be returned to your human resources (HR) office, a TIAA Relationship Manager or to either of the addresses below:

First-Class or Standard Mail:

TIAA

P.O. Box 1259

Charlotte, NC 28201

Overnight Mail:

TIAA

8500 Andrew Carnegie Blvd

Charlotte, NC 28262

You may allocate single or ongoing contributions by selecting a Fund and the amounts you wish to contribute to that Fund.

Subject to the terms of your plan, you may be eligible to roll over or transfer in balances from other eligible accounts as determined by the Code.

The Funds may suspend or terminate the offering of Institutional Class, Advisor Class, Premier Class and Retirement Class shares to your employer’s plan. You may be able to change your allocation for future contributions by:

· using the TIAA website’s account access feature at www.tiaa.org;

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

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

For Participants in an Employee Benefit Plan or Financial Intermediary Account not administered by TIAA

How to open an account

Your Financial Intermediary Account or Employee Benefit Plan will have its own instructions and procedures for opening an account and establishing a position within the Funds. If you are enrolling in an Employee Benefit Plan, you should first

122 Prospectus ■ TIAA-CREF International Funds

contact your employer to learn important details necessary to facilitate enrollment into the plan.

Other information for Employee Benefit Plans

As a participant in an Employee Benefit Plan, the Funds impose no minimum investment. The Funds do not currently restrict the frequency of investments made in the Funds by participants through Employee Benefit Plans, although the Funds reserve the right to impose such restrictions in the future. If you are investing in the Funds through an Employee Benefit Plan, your employer’s plan may limit the amount and available methods to invest in your account. Additionally, the Code limits total annual contributions to most types of Employee Benefit Plans.

Other information for Eligible Investors

An investor purchasing shares through Eligible Investors may purchase shares only in accordance with instructions and limitations pertaining to their account with the Eligible Investor. These Eligible Investors may set different minimum investment requirements for their customers’ investments. Please contact your Financial Intermediary Account or Employee Benefit Plan sponsor for more information.

Transaction methods for purchases

Purchasing via wire: You may remit initial or subsequent deposits into your account via wire. To open an account by wire please send a completed and signed application by mail as instructed above and then follow the wiring instructions below once you have confirmed the account is open and have the account number.

State Street Bank and Trust Company

One Congress Street, Suite 1

Boston, MA 02114-2016

ABA Number (all classes) 011000028

DDA Number


	Retail Class:	99052771
	All other classes:	99054546

Specify on the wire:

· “The TIAA-CREF Funds—” and the “Share Class” being purchased. For example, a proper set of wire instructions for an initial or subsequent investment into the Institutional Class would read as follows: “The TIAA-CREF Funds—Institutional Class”;

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

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· The Fund account number; and

· The Fund or Funds and amount per Fund to be invested.

Purchases of Institutional Class or Advisor Class shares through a broker-dealer or other financial intermediary

There are no associated sales charges or Rule 12b-1 plan fees for the purchase of Institutional Class or Advisor Class shares. However, pursuant to SEC guidance, certain broker-dealers or other financial intermediaries acting as agents on behalf of their customers may directly impose on shareholders commissions or transaction fees determined by the broker-dealer or other financial intermediary related to the purchase of these shares. These commissions and transaction fees are not disclosed in this Prospectus. Other share classes of the Funds that have different fees and expenses are available. You should consult with your broker-dealer or other financial intermediary or visit its website for more information.

As discussed above, Nuveen Securities, Advisors or their affiliates also may make revenue sharing payments to broker-dealers or other financial intermediaries. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend one share class over another. There is some uncertainty concerning whether revenue sharing payments may be made or received when a broker-dealer or other financial intermediary has imposed its own commissions or transaction fees. Based on future regulatory developments, such payments may be terminated.

Points to remember for all purchases

The Funds consider all purchase requests to be received when they are received in “good order” as determined by the Funds’ transfer agent (or other authorized Fund agent). (See the section entitled “Important transaction information—Good order” below.) Your investment must be for a specified dollar amount. The Funds 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” and the money you sent will be returned to you. If you hold your shares through a Financial Intermediary Account, such intermediary may have its own independent “good order” and eligibility requirements.

Your ability to purchase shares may be restricted due to limitations on purchases or exchanges, including limitations described in the section entitled “Market timing/excessive trading policy—applicable to all investors” (see below). If you hold your shares through a Financial Intermediary Account, it may charge you additional fees. Contact your Financial Intermediary Account to find out if it imposes any other conditions on your transactions, such as a different minimum investment requirement.

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Federal law requires the Funds to obtain, verify and record information that identifies each person who opens an account. Until the Funds receive such information, the Funds may not be able to open an account or effect transactions for you. Furthermore, if the Funds are 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 Funds reserve the right to take such action as deemed appropriate, which may include closing your account.

Before you can use TIAA’s Web Center, you must enter the last four digits of your Social Security number, date of birth and last name. You will then be given an opportunity to create a user name and password. TIAA’s Web Center will lead you through the transaction process, and the Funds will use reasonable procedures to confirm that the instructions given are genuine. All transactions over TIAA’s Web Center and the Automated Telephone Service are recorded electronically.

All purchases must be in U.S. dollars and all checks must be drawn on U.S. banks. The Funds generally will only accept accounts with a U.S. address of record, but the Funds have the discretion to accept accounts with a non-U.S. address of record. Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investment in the Funds. The Funds generally will not accept a P.O. Box as the address of record. For payments made by check, the Funds 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.

If your purchase check does not clear or payment on it is stopped, or if the Funds do not receive good funds through wire transfer or EFT, the Funds may 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 Funds or Advisors and you may be subject to investment losses and tax consequences on such a redemption. If you are already a shareholder, the Funds can redeem shares from any of your account(s) as reimbursement for all losses. There is a $25 fee for all returned items, including checks and EFTs. Please note that there is a 10 calendar day hold on all purchases by check, or through EFT.

There may be circumstances when the Funds will not accept new investments. The Funds reserve the right to suspend or terminate the offering of their shares at any time without prior notice. The Funds also reserve the right to restrict you from making future purchases in the Funds or any other series of the Trust. In addition, the Funds reserve the right to reject any application or investment or any other specific purchase request.

Redeeming shares

All share classes

You can redeem (sell) your shares on any Business Day. If you hold your Fund shares through a Financial Intermediary Account, please contact the intermediary

TIAA-CREF International Funds ■ Prospectus 125

to sell your shares. Your Financial Intermediary Account may have different requirements and restrictions on redemptions than the Funds. If you hold your Fund shares through an Employee Benefit Plan or Financial Intermediary Account administered by TIAA, the Employee Benefit Plan or Financial Intermediary Account may impose further restrictions on the sale of Fund shares.

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. Neither the Funds nor their transfer agent can process redemption requests that specify a certain price or date; these requests will be deemed not in “good order” and will be returned. (See the section entitled “Important transaction information—Good order” below.) The Funds will only process redemption requests received in “good order” as determined by the Funds’ transfer agent (or other authorized Fund agent).

For Direct Purchasers, the length of time that the Funds typically expect to pay redemption proceeds depends on whether payment is made by EFT or by check. The Funds typically expect to make payments of redemption proceeds by EFT on the next Business Day following receipt of the redemption request in good order. For payment by check, the Funds typically expect to mail the check on the next Business Day following receipt of the redemption request by the Funds in good order.

For Fund shares held through a Financial Intermediary Account, the length of time that the Funds typically expect to pay redemption proceeds may depend on your intermediary. For payments that are made to your intermediary for transmittal to you, the Funds expect to pay redemption proceeds to the intermediary the next Business Day following the Funds’ receipt of the redemption request received in good order from the intermediary. Please contact your intermediary for additional information.

Payment of redemption proceeds may take longer than the time a Fund typically expects. However, in certain circumstances, the payment of redemption proceeds may take up to seven days as permitted by applicable law. For example, the payment of redemption proceeds may be delayed up to seven days (i) during periods of market stress or volatility, (ii) during any period in which an emergency exists so that disposal of a Fund’s investments or determination of its NAV is not reasonably practicable or (iii) when a Fund seeks to satisfy especially large redemption requests.

If a redemption is requested after a recent purchase of shares, the Funds may delay payment of the redemption proceeds until the check or an EFT transaction clears. This can take up to 10 days. There is a 10 calendar day hold from the date of purchase to the first available redemption for all Direct Purchasers redeeming through the TIAA Web Center.

126 Prospectus ■ TIAA-CREF International Funds

registered on the account is required if the redemption proceeds are sent to (i) a bank account not on file, (ii) an address other than the address of record, or (iii) an address of record that has been changed within the last 30 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 a Medallion Signature Guarantee.

The Funds can postpone payment beyond seven days if: (a) the NYSE is closed for other than usual holidays or weekends, or trading on the NYSE is restricted; (b) an emergency exists as defined by the SEC, or when the SEC requires that trading be restricted; or (c) the SEC permits a delay for the protection of investors.

The Funds’ transfer agent, acting on behalf of a Fund and acting in reliance on relief granted by the SEC staff, may place a temporary hold on the payment of redemption proceeds from the account of a Direct Purchaser if the transfer agent reasonably believes that financial exploitation of a Specified Adult (as defined below) has occurred, is occurring, has been attempted, or will be attempted. For purposes of this paragraph, the term “Specified Adult” refers to an individual who is a natural person (a) age 65 and older, or (b) age 18 and older and whom the Funds’ transfer agent reasonably believes has a mental or physical impairment that renders the individual unable to protect his or her own interests.

The Funds reserve the right to require a Medallion Signature Guarantee for a redemption of any class. The Funds can suspend or terminate your ability to transact by telephone, Internet, or fax at any time, for any reason. Also, telephone, Internet or fax transactions may not always be available.

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

Each Fund typically will pay redemption proceeds using holdings of cash (including cash flows into the Funds) in the Fund’s portfolio, or using the proceeds from sales of portfolio securities. The Funds also may meet redemption requests through overdrafts at the Funds’ custodian, by borrowing under a credit agreement to which the Funds are parties or by borrowing from certain other registered investment companies advised by Advisors or TCIM, including the Funds, under an inter-fund lending program maintained by the Funds and such other registered investment companies pursuant to exemptive relief granted by the SEC. These methods listed in the foregoing sentence are more likely to be used to meet large redemption requests or in times of stressed market conditions. Each Fund also reserves the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of a Fund’s assets, whichever is less. For additional information, please see the “In-kind redemptions of shares” section below.

TIAA-CREF International Funds ■ Prospectus 127

For participants holding shares through an Employee Benefit Plan (Institutional Class, Advisor Class, Premier Class and Retirement Class shares)

A redemption can be part of an exchange into (1) another fund available through your Employee Benefit Plan or (2) another account or IRA.

If you are married, and all or part of your investment is attributable to purchases made under either (i) an employer plan subject to the Employee Retirement Income Security Act of 1974 (“ERISA”) or (ii) an employer plan that provides for spousal rights to benefits, then to the extent required by the Code or ERISA or the terms of your employer plan, your rights to make certain redemptions may be restricted by the rights of your spouse to such benefits.

For Direct Purchasers, Eligible Investors and their clients (Institutional Class, Advisor Class and Retail Class shares)

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. All other requests, including those specifying a certain price or date, will not be deemed to be in “good order” and will be returned. (See the section entitled “Important transaction information—Good order” below.)

Transaction methods for redemptions

If your shares are held through a Financial Intermediary Account, please contact the intermediary for redemption requirements.

Over the Internet: With TIAA’s Web Center, Institutional Class, Advisor Class, Premier Class and Retirement Class shares held through an Employee Benefit Plan or Financial Intermediary Account administered by TIAA can be redeemed over the Internet subject to any rules imposed by the Employee Benefit Plan or Financial Intermediary Account. Direct Purchasers of Retail Class shares can redeem their shares over the Internet although there is a limit on Internet redemptions. Investors in the Retail Class shares are limited to Internet redemptions of up to $100,000 per Fund account per day. Internet redemptions are not available for self-directed IRA accounts and Coverdell education savings accounts held by Direct Purchasers. TIAA’s Web Center can be accessed through TIAA’s homepage at www.tiaa.org. Before you can use the Web Center, you must enter the last four digits of your Social Security number, date of birth and last name. The Funds will use reasonable procedures to confirm that the instructions given are genuine. All transactions over the Web Center are recorded electronically.

By telephone: Call the appropriate person or number provided in the section entitled “Purchasing shares” above. If you do not want to be able to redeem by telephone, contact either your TIAA Relationship Manager or Financial Intermediary Account.

· Participants holding Institutional Class, Advisor Class, Premier Class and Retirement Class shares through an Employee Benefit Plan or Financial

128 Prospectus ■ TIAA-CREF International Funds

Intermediary Account administered by TIAA can redeem up to $50,000 every seven calendar days or any greater amount as approved from time to time.

· Direct Purchasers of Institutional Class, Advisor Class and Retail Class shares can redeem amounts up to $100,000 per Fund account per day by phone.

By mail: Send your written request to the appropriate address as described in the section entitled “Purchasing shares” above.

By systematic redemption plan: For Retail Class shares, you can elect this feature only for accounts with balances of at least $5,000. The applicable Fund will automatically redeem the requested dollar amount or number of shares for Institutional Class, Advisor Class, Premier Class and Retirement Class held in an Employee Benefit Plan or Financial Intermediary Account administered by TIAA on any Business Day between the 1st and 28th of the month or for Retail Class each month or quarter on the 1st or 15th of the month. For all share classes, if the days selected are not Business Days, shares will be redeemed on the following Business Day. Redemptions will be made via check or electronic transfer to your bank.

If you are a Direct Purchaser of Retail Class shares in the Funds and want to set up a systematic redemption plan, contact the Funds and they will send the necessary forms to you or you may enroll online through the TIAA Web Center. 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 Funds can suspend, change or terminate the systematic redemption plan option at any time, although the Funds will notify you if this occurs. You can terminate the plan or reduce the amount or frequency of the redemptions by writing or by calling the Funds or through the TIAA Web Center. Requests to establish, terminate, or change the amount or frequency of redemptions will become effective within five days after the Funds receive your instructions.

In-kind redemptions of shares: Certain large redemptions of Fund shares may be detrimental to a Fund’s other shareholders because such redemptions can adversely affect a portfolio manager’s ability to implement the Fund’s 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 a 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 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

TIAA-CREF International Funds ■ Prospectus 129

bearing any associated costs. In addition, securities redeemed on an in-kind basis will be subject to market risk until sold and taxable gains or losses may be incurred when the securities are converted to cash.

Exchanging shares

Overview

An exchange is a simultaneous redemption of shares in a Fund and a purchase of shares in another fund or series of the Trust. Investors can exchange shares on any Business Day subject to limitations (i) described in the section entitled “Market timing/excessive trading policy—applicable to all investors” below, (ii) imposed by your Financial Intermediary Account or (iii) any limitations under your employer’s Employee Benefit Plan. Shareholders who own shares through an Eligible Investor such as an Employee Benefit Plan or Financial Intermediary Account should contact the Eligible Investor for exchange requests.

You may be required to complete and return certain forms to effect your exchange. 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. Because restrictions may apply to certain accounts or plans, you should contact your Financial Intermediary Account or Employee Benefit Plan representative for further information. An exchange is considered a sale of securities and therefore may be a taxable event.

For Direct Purchasers of Institutional Class or Advisor Class shares and for Retail Class shareholders, an exchange into a fund in which you already own shares must be for at least $1,000 for Institutional Class and $50 for Retail Class and an exchange to a new fund account must meet the account minimums as stated by account type above (i.e., for Retail Class shares, $2,000 per fund account for IRAs or Coverdell accounts and $2,500 per fund account for all other account types, including custodial (UGMA/UTMA) accounts). For Institutional Class, Advisor Class, Premier Class and Retirement Class shares held through an Employee Benefit Plan or Financial Intermediary Account administered by TIAA, 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 it is less.

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 Funds reserve the right to reject any exchange request and to modify or terminate the exchange option at any time without prior notice to shareholders. The Funds may do this, in particular, when your transaction activity is deemed to be harmful to the Funds, including if it is considered to be market timing activity.

Once made, an exchange request by mail cannot be modified or cancelled.

130 Prospectus ■ TIAA-CREF International Funds

Transaction methods for exchanges

Over the Internet: You can exchange shares using TIAA’s Web Center, which can be accessed through TIAA’s homepage at www.tiaa.org.

By telephone: If you are a Direct Purchaser of Institutional Class shares, please call your Relationship Manager or 800-223-1200. For Direct Purchasers of Advisor Class or Retail Class shares, please call 800-223-1200. For share classes held under Employee Benefit Plans or Financial Intermediary Accounts administered by TIAA, please call 800-842-2252. For share classes held under Employee Benefit Plans or Financial Intermediary Accounts not administered by TIAA, please contact your plan or intermediary for exchange requirements.

By mail: Send your written request to the appropriate address as described in the section entitled “Purchasing shares” above. The letter must include your name, address, and the funds and accounts you want to exchange between.

By systematic exchange: Under this feature, TIAA automatically redeems shares in a Fund and purchases shares in another fund or series of the Trust as specified by the applicable agreement. However, the Funds do not offer systematic exchanges for Direct Purchasers in the Institutional Class or Advisor Class shares. In addition, for Retail Class shares, you can only elect this feature if the balance of the Fund account from which you are transferring shares is at least $5,000. Retail Class systematic exchanges can occur on the 1st or 15th day of the month or on the following Business Day if those days are not Business Days. For all systematic exchanges, you must specify the dollar amount and the funds involved in the exchange. If you want to set up a systematic exchange, contact TIAA. You can terminate the plan or change the amount or frequency of the exchanges by writing or calling the number identified in the section entitled “Purchasing shares” above. Requests to establish, terminate, or change the amount or frequency of exchanges will become effective within five days after the Funds receive your instructions. All account owners must sign the systematic exchange request. Similarly, all account owners must sign any request to increase the amount or frequency of systematic exchanges. The Funds can suspend, change or terminate the systematic exchange feature at any time, although the Funds will notify you if this occurs.

Conversion of shares—applicable to all investors

A share conversion is a transaction where shares of one class of a Fund are exchanged for shares of another class of the Fund. Share conversions can occur between each share class of a Fund. Generally, share conversions occur where a shareholder becomes eligible for another share class of a 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 Funds’ transfer agent (or other authorized

TIAA-CREF International Funds ■ Prospectus 131

Fund agent). Conversion requests received in “good order” prior to the time as of which a Fund’s NAV is determined on any Business Day will receive the NAV of the new class calculated that day. Please note that, because the NAV of each class of a Fund will generally vary from the NAVs of the other classes 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 Funds’ market timing policies will not be applicable to share conversions. If you hold your Fund 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 Funds reserve the right to terminate, suspend or modify the share conversion privilege for any shareholder or group of shareholders.

Voluntary conversions

If you believe that you are eligible to convert your Fund shares to another class, you may place an order for a share conversion by contacting your Relationship Manager. If you hold your Fund 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 Funds 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 Funds reserve the right to automatically convert shareholders from one class to another if they 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 Funds will notify affected shareholders in writing prior to any mandatory conversion.

In addition, shareholders investing through a Financial Intermediary Account should be aware that the financial intermediary through which you hold shares may have the authority under the financial intermediary’s account agreement or other agreement with you to exchange the class of shares of a Fund that you currently hold for another class of shares of the same Fund (for example, the financial intermediary may convert you from Advisor Class shares to Retail Class shares of a Fund) under certain circumstances. Under these circumstances, neither the Funds, Advisors nor Nuveen Securities are responsible for any actions

132 Prospectus ■ TIAA-CREF International Funds

taken by such financial intermediary in this regard. The fees and expenses of the new share class may be higher than those of the previously held class.

Important transaction information

Good order. Purchase, redemption and exchange requests are not processed until received in good order by the Funds’ 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 Funds’ 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 Funds, their 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 Funds’ transfer agent (or other authorized Fund agent) to effect the purchase. The Funds, their 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 Funds’ transfer agent (or other authorized Fund agent) receives an order to purchase, redeem or exchange shares that is in “good order” prior to the time as of which a Fund’s NAV is determined on any Business Day, the transaction price will be the NAV per share for that day. If the Funds’ transfer agent (or other authorized Fund agent) receives an order to purchase, redeem or exchange shares that is in “good order” any time after the time as of which a Fund’s NAV is determined on any Business Day, the transaction price will be the NAV per share calculated the next Business Day.

If you hold Institutional Class, Advisor Class, Premier Class or Retirement Class shares through an Eligible Investor, or if you hold Retail Class shares through a financial intermediary, the Eligible Investor or financial intermediary, as applicable, may require you to communicate to it any purchase, redemption or exchange request by a specified deadline earlier than the close of that Business Day in order to receive that day’s NAV per share as the transaction price.

Large redemptions—applicable to all investors. Please contact the Funds 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 Funds’ other shareholders because such transactions can adversely affect a portfolio manager’s ability to efficiently manage the Funds. By contacting the Funds before you attempt to redeem a large dollar amount, you may avoid in-kind payment of your request.

TIAA-CREF International Funds ■ Prospectus 133

Minimum account size.

· Institutional Class. While there is currently no minimum account size for maintaining an Institutional Class account, the Funds reserve the right, without prior notice, to establish a minimum amount required to maintain an account.

· Advisor Class, Premier Class, Retirement Class and Class W. There is currently no minimum account size for maintaining an Advisor Class, Premier Class, Retirement Class or Class W account. The Funds reserve the right, without prior notice, to establish a minimum amount required to open, maintain or add to an account.

· Retail Class. Due to the relatively high cost of maintaining smaller accounts, the Funds reserve 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 Funds reserve the right to waive or reduce the minimum account size for a Fund’s account at any time. Additionally, the Funds may increase, terminate or revise the terms of the minimum account size requirements at any time without advance notice to shareholders.

Account Maintenance Fee—Retail Class. The Funds charge an annual 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) as of a particular date each year. Investors cannot pay this fee by any other means besides an automatic deduction of the fee from their account.

The annual 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; and accounts held through tuition (529) plan programs. However, the annual Account Maintenance Fee will apply to IRAs and Coverdell education savings accounts. The Funds reserve the right to waive or reduce the annual Account Maintenance Fee for any Fund account at any time. Additionally, the Funds may increase, terminate or revise the terms of the annual Account Maintenance Fee at any time without advance notice to shareholders.

134 Prospectus ■ TIAA-CREF International Funds

redemptions or exchanges of shares, as well as dividends and capital gains distributions, will be subject to backup 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.

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

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

· Retail Class. To change the address on your account, please call the Funds or send the Funds 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.

Medallion Signature Guarantee. For some transaction requests (for example, when you are redeeming shares within 30 days (for direct investors) or 14 days (for participants holding shares through an Employee Benefit Plan or Financial Intermediary Account administered by TIAA) of changing your address, bank or bank account or adding certain new services to an existing account), the Funds may require a Medallion Signature Guarantee of each owner of record of an account. This requirement is designed to protect you and the Funds from fraud, and to comply with rules on stock transfers. A Medallion Signature Guarantee is a written endorsement from an eligible guarantor institution that the signature(s) on the written request is (are) valid. Certain commercial banks, trust companies, savings associations, credit unions and members of U.S. stock exchanges participate in the Medallion Signature Guarantee program. No other form of signature verification will be accepted. A notary public cannot provide a signature guarantee. For more information about when a Medallion Signature Guarantee may be required, please contact the Funds, your Financial Intermediary Account, your Employee Benefit Plan 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 Funds 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 Funds 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 Funds may also be required to provide additional information about you and your account to government regulators.

TIAA-CREF International Funds ■ Prospectus 135

Customer complaints. Customer complaints may be directed to TIAA-CREF Funds, 730 Third Avenue, New York, NY 10017-3206, Attention: Shareholder 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 Web Center and telephone transactions. The Funds are not liable for losses from unauthorized TIAA Web Center and telephone transactions so long as reasonable procedures designed to verify the identity of the person effecting the transaction are followed. The Funds require the use of personal identification numbers, codes and other procedures designed to reasonably confirm that instructions given through TIAA’s Web Center or by telephone are genuine. The Funds also record telephone instructions and provide written confirmations of such instructions. The Funds accept 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 Funds may suspend or terminate Internet or telephone transaction facilities at any time, for any reason. If you do not want to be able to effect transactions over the telephone, call the Funds 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 Funds and other funds in an effort to “time” the market. As money is shifted in and out of a 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 Funds are not appropriate for such market timing and you should not invest in the Funds if you want to engage in market timing activity.

The Board of Trustees has adopted policies and procedures to discourage this market timing activity. Under these policies and procedures, if, within a 60 calendar day period, a shareholder redeems or exchanges any monies out of a Fund, subsequently purchases or exchanges any monies back into the same Fund and then redeems or exchanges any monies out of that Fund, the shareholder will not be permitted to transfer back into the Fund through a purchase or exchange for 90 calendar days.

136 Prospectus ■ TIAA-CREF International Funds

These market timing policies and procedures may 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 Funds. In addition, the market timing policies and procedures may not apply to certain tuition (529) plan programs, funds of funds, wrap programs, asset allocation programs and other similar programs that are approved by the Funds.

The Funds may also waive the market timing policies and procedures when it is believed that such waiver is in the Fund’s best interest, 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 Funds also reserve the right to reject any purchase or exchange request, including when it is believed that a request would be disruptive to a Fund’s efficient portfolio management. The Funds also may suspend or terminate your ability to transact by telephone, fax or Internet for any reason, including the prevention of market timing activity. 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 Funds have discretion in applying this policy, it is possible that similar transaction activity could be handled differently because of the surrounding circumstances.

Each 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 Funds seek to apply their 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 Funds make 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 Funds, thereby making it more difficult for the Funds to identify market timing activity by such individual investors. At times, the Funds may agree to defer to an intermediary’s market timing policy if the Funds believe that the intermediary’s policy provides comparable protection of Fund shareholders’ interests. The Funds have the right to modify their 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 a Fund’s policies are being followed and/or to instruct intermediaries to take action against shareholders who have violated a Fund’s market timing policies.

TIAA-CREF International Funds ■ Prospectus 137

The Funds are not appropriate for market timing. You should not invest in the Funds 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 Funds or their agents will be able to identify such shareholders or curtail their trading practices.

If you invest in the Funds through an intermediary, including through a retirement plan 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 Funds and one will be sent to you.

Additional information about index providers

MSCI indices

Source: MSCI. The MSCI information may only be used for your internal use, may not be reproduced or redisseminated in any form and may not be used as a basis for or a component of any financial instruments or products or indices. None of the MSCI information is intended to constitute investment advice or a recommendation to make (or refrain from making) any kind of investment decision and may not be relied on as such. Historical data and analysis should not be taken as an indication or guarantee of any future performance analysis, forecast or prediction. The MSCI information is provided on an “as is” basis and the user of this information assumes the entire risk of any use made of this information. MSCI, each of its affiliates and each other person involved in or related to compiling, computing or creating any MSCI information (collectively, the “MSCI Parties”) expressly disclaims all warranties (including, without limitation, any warranties of originality, accuracy, completeness, timeliness, non-infringement, merchantability and fitness for a particular purpose) with respect to this information. Without limiting any of the foregoing, in no event shall any MSCI Party have any liability for any direct, indirect, special, incidental, punitive, consequential (including, without limitation, lost profits) or any other damages. (www.msci.com)

J.P. Morgan Index

Information has been obtained from sources believed to be reliable but J.P. Morgan does not guarantee its completeness or accuracy. The EMBI-GD Index is used with permission. The EMBI-GD Index may not be copied, used, or distributed without J.P. Morgan’s prior written approval. Copyright 2024, J.P. Morgan Chase & Co. All rights reserved.

138 Prospectus ■ TIAA-CREF International Funds

Bloomberg index

Source: Bloomberg Index Services Limited. BLOOMBERG^® is a trademark and service mark of Bloomberg Finance L.P. and its affiliates (collectively “Bloomberg”). Bloomberg or Bloomberg’s licensors own all proprietary rights in the Bloomberg Indices. Bloomberg does not approve or endorse this material, guarantee the accuracy or completeness of any information herein, or make any warranty, express or implied, as to the results to be obtained therefrom and, to the maximum extent allowed by law, shall not have any liability or responsibility for injury or damages arising in connection therewith.

Additional information about the Trust and the Board of Trustees

A trustee of the Trust (a “Trustee”) who is not an “interested person” of the Trust for purposes of the 1940 Act is deemed to be independent and disinterested when taking action as a Trustee. The Trustees oversee the management of the Trust and each of the Funds on behalf of the Trust, and not on behalf of individual owners of shares of beneficial interest in the Trust. The Trustees, on behalf of the Trust, approve certain service agreements with Advisors and certain other service providers in order to procure necessary or desirable services on behalf of the Trust and the Funds. Shareholders are not third-party beneficiaries of such service agreements. Neither this Prospectus nor any other communication from or on behalf of the Trust creates a contract between a shareholder of a Fund and the Trust, a Fund and/or the Trustees. The Trustees and Trust management may amend this Prospectus and interpret the investment objective, policies and restrictions applicable to any Fund without shareholder input or approval, except as otherwise provided by law or as disclosed by the Trust.

TIAA-CREF International Funds ■ Prospectus 139

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. For example, the price of a bond with a duration of two years will rise (fall) two percent for every one percent decrease (increase) in its interest rate.

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, and depositary receipts.

Fixed-Income or Fixed-Income Investments: Primarily, bonds and notes (such as corporate and government debt obligations), mortgage-backed securities, asset-backed securities, and structured securities that generally pay fixed or variable rates of interest; debt obligations issued at a discount from face value (i.e., that have an imputed rate of interest); non-interest-bearing debt securities (i.e., zero coupon bonds); and other non-equity securities that pay dividends.

Foreign Investments: Foreign investments may include securities of foreign issuers, securities or contracts traded or acquired in non-U.S. markets or on non-U.S. exchanges, or securities or contracts payable or denominated in non-U.S. currencies. Obligations issued by U.S. companies in non-U.S. currencies are not considered to be foreign investments.

Foreign Issuers: Foreign issuers generally include (1) companies whose securities are principally traded outside of the United States, (2) companies having their principal business operations outside of the United States,
(3) companies organized outside the United States, and (4) foreign governments and agencies or instrumentalities of foreign governments.

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

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

140 Prospectus ■ TIAA-CREF International Funds

Financial highlights

PricewaterhouseCoopers LLP serves as the Funds’ independent registered public accounting firm and has audited the financial statements of each of the Funds for each of the periods presented. Its report appears in each Fund’s Annual Report, which is available without charge upon request by visiting the Funds’ website at www.tiaa.org, by visiting the SEC’s website at www.sec.gov or by calling 800-842-2252.

TIAA-CREF International Funds ■ Prospectus 141

Financial highlights

Emerging Markets Equity Fund


			Selected per share data
					Gain (loss) from investment operations
														Less distributions from

		For the period or year ended	Net asset value, beginning of period		Net investment income (loss)		^a	Net realized & unrealized gain (loss) on total investments			Total gain (loss) from investment operations			Net investment income			Net realized gains
Institutional Class
	10/31/23			$ 6.46		$ 0.09			$ 0.75			$ 0.84			$ (0.00	)^d		$ —
	10/31/22			11.77		0.14			(3.23	)		(3.09	)		(0.43	)		(1.79	)
	10/31/21			12.53		0.08			0.37			0.45			(0.10	)		(1.11	)
	10/31/20			11.54		0.07			1.10			1.17			(0.18	)		—
	10/31/19			10.05		0.18			1.75			1.93			(0.05	)		(0.39	)

Advisor Class
	10/31/23			6.46		0.06			0.78			0.84			(0.00	)^d		—
	10/31/22			11.77		0.11			(3.21	)		(3.10	)		(0.42	)		(1.79	)
	10/31/21			12.52		0.07			0.37			0.44			(0.08	)		(1.11	)
	10/31/20			11.54		0.04			1.11			1.15			(0.17	)		—
	10/31/19			10.05		0.17			1.76			1.93			(0.05	)		(0.39	)

Premier Class
	10/31/23			6.46		0.05			0.79			0.84			(0.00	)^d		—
	10/31/22			11.78		0.14			(3.25	)		(3.11	)		(0.42	)		(1.79	)
	10/31/21			12.53		0.07			0.38			0.45			(0.09	)		(1.11	)
	10/31/20			11.55		0.05			1.09			1.14			(0.16	)		—
	10/31/19			10.04		0.17			1.77			1.94			(0.04	)		(0.39	)

Retirement Class
	10/31/23			6.42		0.07			0.77			0.84			(0.00	)^d		—
	10/31/22			11.72		0.14			(3.23	)		(3.09	)		(0.42	)		(1.79	)
	10/31/21			12.48		0.07			0.37			0.44			(0.09	)		(1.11	)
	10/31/20			11.49		0.05			1.10			1.15			(0.16	)		—
	10/31/19			10.00		0.17			1.74			1.91			(0.03	)		(0.39	)

Retail Class
	10/31/23			6.44		0.06			0.76			0.82			—			—
	10/31/22			11.72		0.11			(3.23	)		(3.12	)		(0.37	)		(1.79	)
	10/31/21			12.49		0.03			0.36			0.39			(0.05	)		(1.11	)
	10/31/20			11.51		0.02			1.10			1.12			(0.14	)		—
	10/31/19			10.00		0.14			1.76			1.90			0.00	^d		(0.39	)

Class W
	10/31/23			6.50		0.15			0.77			0.92			(0.06	)		—
	10/31/22			11.85		0.21			(3.25	)		(3.04	)		(0.52	)		(1.79	)
	10/31/21			12.62		0.21			0.37			0.58			(0.24	)		(1.11	)
	10/31/20			11.63		0.17			1.10			1.27			(0.28	)		—
	10/31/19			10.06		0.28			1.76			2.04			(0.08	)		(0.39	)


^a	Based on average shares outstanding.
^b	Percentage is not annualized.
^d	Value rounded to zero.

142 Prospectus ■ TIAA-CREF International Funds

(continued)


									Ratios and supplemental data

										Ratios to average net assets

Total dividends and distributions			Net asset value, end of period		Total return		^b	Net assets at end of period (in thousands)		Gross expenses			Net expenses			Net investment income (loss)		^u	Portfolio turnover rate

	$ (0.00	)^d		$ 7.30		13.06	%^g	$	196,897		0.90	%		0.90	%		1.12	%		67	%
	(2.22	)		6.46		(31.68	)		187,605		0.90			0.90			1.66			108
	(1.21	)		11.77		2.44			295,907		0.88			0.88			0.61			112
	(0.18	)		12.53		10.04			283,658		0.88			0.88			0.58			128
	(0.44	)		11.54		20.10			255,775		0.90			0.90			1.66			129


	(0.00	)^d		7.30		13.03	^g		102		0.98			0.98			0.78			67
	(2.21	)		6.46		(31.77	)		180		0.94			0.94			1.34			108
	(1.19	)		11.77		2.28			171		0.97			0.97			0.51			112
	(0.17	)		12.52		10.06			179		0.95			0.95			0.31			128
	(0.44	)		11.54		20.11			236		0.97			0.97			1.59			129


	(0.00	)^d		7.30		13.02	^g		4,595		1.05			1.01			0.69			67
	(2.21	)		6.46		(31.77	)		7,296		1.05			0.96			1.61			108
	(1.20	)		11.78		2.27			10,994		1.03			0.98			0.54			112
	(0.16	)		12.53		9.99			9,112		1.03			0.99			0.46			128
	(0.43	)		11.55		19.99			7,700		1.05			1.02			1.54			129


	(0.00	)^d		7.26		13.10	^g		61,572		1.15			1.07			0.90			67
	(2.21	)		6.42		(31.85	)		62,446		1.15			0.96			1.64			108
	(1.20	)		11.72		2.36			103,033		1.12			0.98			0.49			112
	(0.16	)		12.48		9.94			118,191		1.13			0.99			0.44			128
	(0.42	)		11.49		19.96			137,434		1.15			1.04			1.58			129


	—			7.26		12.73	^g		6,608		1.27			1.26			0.73			67
	(2.16	)		6.44		(31.97	)		6,239		1.30			1.24			1.32			108
	(1.16	)		11.72		2.00			9,842		1.31			1.31			0.19			112
	(0.14	)		12.49		9.68			8,500		1.27			1.27			0.17			128
	(0.39	)		11.51		19.64			9,348		1.27			1.27			1.28			129


	(0.06	)		7.36		14.20	^g		1,267,687		0.90			0.00			1.96			67
	(2.31	)		6.50		(31.16	)		1,308,083		0.90			0.00			2.49			108
	(1.35	)		11.85		3.33			1,256,261		0.88			0.00			1.54			112
	(0.28	)		12.62		11.11			1,194,291		0.88			0.00			1.47			128
	(0.47	)		11.63		21.10			1,166,939		0.89			0.00			2.54			129


^g	During the year ended 10/31/23, 0.05%, 0.05%, 0.06%, 0.05%, 0.05% and 0.05% of the Fund’s total return for Institutional Class, Advisor Class, Premier Class, Retirement Class, Retail Class and Class W, respectively, consisted of a voluntary payment from Advisors.
^u	Includes voluntary compensation from Advisors.

TIAA-CREF International Funds ■ Prospectus 143

Financial highlights

International Equity Fund


			Selected per share data
					Gain (loss) from investment operations
														Less distributions from

		For the period or year ended	Net asset value, beginning of period		Net investment income (loss)		^a	Net realized & unrealized gain (loss) on total investments			Total gain (loss) from investment operations			Net investment income			Net realized gains
Institutional Class
	10/31/23			$ 10.63		$ 0.33			$ 1.24			$ 1.57			$ (0.25	)		$ —
	10/31/22			14.61		0.28			(3.86	)		(3.58	)		(0.40	)		—
	10/31/21			10.91		0.41			3.45			3.86			(0.16	)		—
	10/31/20			11.06		0.18			(0.14	)		0.04			(0.19	)		—
	10/31/19			11.24		0.20			0.35			0.55			(0.24	)		(0.49	)

Advisor Class
	10/31/23			10.87		0.32			1.28			1.60			(0.24	)		—
	10/31/22			14.93		0.28			(3.96	)		(3.68	)		(0.38	)		—
	10/31/21			11.15		0.39			3.54			3.93			(0.15	)		—
	10/31/20			11.29		0.17			(0.13	)		0.04			(0.18	)		—
	10/31/19			11.23		0.05			0.50			0.55			—			(0.49	)

Premier Class
	10/31/23			10.61		0.33			1.23			1.56			(0.24	)		—
	10/31/22			14.58		0.26			(3.85	)		(3.59	)		(0.38	)		—
	10/31/21			10.89		0.37			3.45			3.82			(0.13	)		—
	10/31/20			11.03		0.16			(0.13	)		0.03			(0.17	)		—
	10/31/19			11.21		0.18			0.35			0.53			(0.22	)		(0.49	)

Retirement Class
	10/31/23			11.06		0.32			1.29			1.61			(0.22	)		—
	10/31/22			15.18		0.26			(4.02	)		(3.76	)		(0.36	)		—
	10/31/21			11.33		0.39			3.59			3.98			(0.13	)		—
	10/31/20			11.48		0.16			(0.14	)		0.02			(0.17	)		—
	10/31/19			11.63		0.18			0.36			0.54			(0.20	)		(0.49	)

Retail Class
	10/31/23			6.52		0.18			0.76			0.94			(0.23	)		—
	10/31/22			9.11		0.15			(2.37	)		(2.22	)		(0.37	)		—
	10/31/21			6.86		0.23			2.15			2.38			(0.13	)		—
	10/31/20			7.02		0.09			(0.08	)		0.01			(0.17	)		—
	10/31/19			7.42		0.10			0.20			0.30			(0.21	)		(0.49	)

Class W
	10/31/23			10.70		0.39			1.24			1.63			(0.30	)		—
	10/31/22			14.69		0.34			(3.87	)		(3.53	)		(0.46	)		—
	10/31/21			10.96		0.48			3.45			3.93			(0.20	)		—
	10/31/20			11.10		0.23			(0.13	)		0.10			(0.24	)		—
	10/31/19			11.25		0.25			0.34			0.59			(0.25	)		(0.49	)


^a	Based on average shares outstanding.
^b	Percentage is not annualized.
^f	Does not include in-kind transactions.

144 Prospectus ■ TIAA-CREF International Funds

(continued)


									Ratios and supplemental data

										Ratios to average net assets

Total dividends and distributions			Net asset value, end of period		Total return		^b	Net assets at end of period (in thousands)		Gross expenses			Net expenses			Net investment income (loss)		^u	Portfolio turnover rate

	$ (0.25	)		$ 11.95		14.89	%^g	$	2,405,013		0.46	%		0.46	%		2.71	%		19	%^f
	(0.40	)		10.63		(25.14	)		2,255,904		0.46			0.46			2.33			21
	(0.16	)		14.61		35.59			2,828,714		0.46			0.46			2.95			28
	(0.19	)		10.91		0.33			2,230,915		0.48			0.48			1.74			102
	(0.73	)		11.06		5.73			2,484,368		0.48			0.48			1.87			114


	(0.24	)		12.23		14.81	^g		2,067		0.56			0.56			2.59			19	^f
	(0.38	)		10.87		(25.23	)		2,268		0.57			0.57			2.20			21
	(0.15	)		14.93		35.42			3,175		0.56			0.56			2.75			28
	(0.18	)		11.15		0.34			2,993		0.57			0.57			1.60			102
	(0.49	)		11.29		5.46			3,929		0.60			0.60			0.38			114


	(0.24	)		11.93		14.75	^g		37,023		0.61			0.61			2.71			19	^f
	(0.38	)		10.61		(25.24	)		57,289		0.61			0.61			2.14			21
	(0.13	)		14.58		35.31			75,862		0.61			0.61			2.68			28
	(0.17	)		10.89		0.26			80,569		0.63			0.63			1.53			102
	(0.71	)		11.03		5.52			133,306		0.63			0.63			1.76			114


	(0.22	)		12.45		14.64	^g		318,194		0.71			0.71			2.48			19	^f
	(0.36	)		11.06		(25.32	)		314,089		0.71			0.71			2.05			21
	(0.13	)		15.18		35.28			467,995		0.71			0.71			2.68			28
	(0.17	)		11.33		0.10			383,646		0.73			0.73			1.45			102
	(0.69	)		11.48		5.44			459,274		0.73			0.71			1.63			114


	(0.23	)		7.23		14.60	^g		215,590		0.81			0.79			2.39			19	^f
	(0.37	)		6.52		(25.32	)		201,687		0.80			0.74			2.04			21
	(0.13	)		9.11		35.05			286,699		0.80			0.80			2.61			28
	(0.17	)		6.86		0.03			223,406		0.82			0.82			1.38			102
	(0.70	)		7.02		5.24			249,406		0.82			0.82			1.53			114


	(0.30	)		12.03		15.36	^g		3,164,262		0.46			0.00			3.15			19	^f
	(0.46	)		10.70		(24.76	)		3,426,943		0.46			0.00			2.77			21
	(0.20	)		14.69		36.17			3,083,400		0.46			0.00			3.45			28
	(0.24	)		10.96		0.89			1,772,710		0.48			0.00			2.19			102
	(0.74	)		11.10		6.16			1,480,782		0.48			0.00			2.35			114


^g	During the year ended 10/31/23, 0.02%, 0.02%, 0.02%, 0.02%, 0.02% and 0.02% of the Fund’s total return for Institutional Class, Advisor Class, Premier Class, Retirement Class, Retail Class and Class W, respectively, consisted of a voluntary payment from Advisors.
^u	Includes voluntary compensation from Advisors.

TIAA-CREF International Funds ■ Prospectus 145

Financial highlights

International Opportunities Fund


			Selected per share data
					Gain (loss) from investment operations
														Less distributions from

		For the period or year ended	Net asset value, beginning of period		Net investment income (loss)		^a	Net realized & unrealized gain (loss) on total investments			Total gain (loss) from investment operations			Net investment income			Net realized gains
Institutional Class
	10/31/23			$ 12.49		$ 0.18			$ 0.17			$ 0.35			$ (0.01	)		$ —
	10/31/22			19.77		0.17			(5.88	)		(5.71	)		(0.33	)		(1.24	)
	10/31/21			15.70		0.13			4.40			4.53			(0.09	)		(0.37	)
	10/31/20			13.35		0.07			2.42			2.49			(0.14	)		—
	10/31/19			11.99		0.16			1.35			1.51			(0.15	)		—

Advisor Class
	10/31/23			12.48		0.18			0.14			0.32			(0.00	)^d		—
	10/31/22			19.73		0.16			(5.87	)		(5.71	)		(0.30	)		(1.24	)
	10/31/21			15.67		0.11			4.40			4.51			(0.08	)		(0.37	)
	10/31/20			13.34		0.06			2.41			2.47			(0.14	)		—
	10/31/19			11.97		0.11			1.40			1.51			(0.14	)		—

Premier Class
	10/31/23			12.52		0.16			0.17			0.33			(0.01	)		—
	10/31/22			19.80		0.20			(5.94	)		(5.74	)		(0.30	)		(1.24	)
	10/31/21			15.72		0.11			4.41			4.52			(0.07	)		(0.37	)
	10/31/20			13.37		0.04			2.44			2.48			(0.13	)		—
	10/31/19			12.00		0.15			1.35			1.50			(0.13	)		—

Retirement Class
	10/31/23			12.45		0.16			0.16			0.32			(0.01	)		—
	10/31/22			19.69		0.16			(5.86	)		(5.70	)		(0.30	)		(1.24	)
	10/31/21			15.63		0.10			4.40			4.50			(0.07	)		(0.37	)
	10/31/20			13.30		0.06			2.40			2.46			(0.13	)		—
	10/31/19			11.93		0.15			1.35			1.50			(0.13	)		—

Retail Class
	10/31/23			12.48		0.15			0.15			0.30			(0.00	)^d		—
	10/31/22			19.67		0.13			(5.87	)		(5.74	)		(0.21	)		(1.24	)
	10/31/21			15.65		0.05			4.38			4.43			(0.04	)		(0.37	)
	10/31/20			13.32		0.01			2.41			2.42			(0.09	)		—
	10/31/19			11.94		0.12			1.36			1.48			(0.10	)		—

Class W
	10/31/23			12.51		0.27			0.15			0.42			(0.02	)		—
	10/31/22			19.89		0.26			(5.90	)		(5.64	)		(0.50	)		(1.24	)
	10/31/21			15.78		0.25			4.42			4.67			(0.19	)		(0.37	)
	10/31/20			13.42		0.16			2.43			2.59			(0.23	)		—
	10/31/19			11.99		0.24			1.36			1.60			(0.17	)		—


^a	Based on average shares outstanding.
^b	Percentage is not annualized.
^d	Value rounded to zero.

146 Prospectus ■ TIAA-CREF International Funds

(continued)


									Ratios and supplemental data

										Ratios to average net assets

Total dividends and distributions			Net asset value, end of period		Total return		^b	Net assets at end of period (in thousands)		Gross expenses			Net expenses			Net investment income (loss)		^u	Portfolio turnover rate

	$ (0.01	)		$ 12.83		2.69	%^g	$	128,293		0.60	%		0.60	%		1.32	%		18	%
	(1.57	)		12.49		(30.76	)		130,897		0.61			0.61			1.16			15
	(0.46	)		19.77		29.21			146,168		0.60			0.60			0.70			29
	(0.14	)		15.70		18.84			120,668		0.61			0.61			0.53			36
	(0.15	)		13.35		12.84			117,428		0.62			0.62			1.31			28


	(0.00	)^d		12.80		2.60	^g		31,237		0.69			0.69			1.26			18
	(1.54	)		12.48		(30.83	)		61,619		0.71			0.71			1.21			15
	(0.45	)		19.73		29.09			5,052		0.70			0.70			0.59			29
	(0.14	)		15.67		18.66			4,060		0.71			0.71			0.41			36
	(0.14	)		13.34		12.85			4,168		0.71			0.71			0.85			28


	(0.01	)		12.84		2.60	^g		2,455		0.76			0.75			1.18			18
	(1.54	)		12.52		(30.88	)		2,269		0.76			0.66			1.43			15
	(0.44	)		19.80		29.06			569		0.77			0.73			0.58			29
	(0.13	)		15.72		18.69			399		0.77			0.70			0.32			36
	(0.13	)		13.37		12.74			1,308		0.77			0.73			1.21			28


	(0.01	)		12.76		2.53	^g		80,691		0.85			0.79			1.14			18
	(1.54	)		12.45		(30.87	)		96,691		0.86			0.68			1.06			15
	(0.44	)		19.69		29.13			175,169		0.85			0.73			0.56			29
	(0.13	)		15.63		18.62			158,190		0.86			0.72			0.40			36
	(0.13	)		13.30		12.77			175,643		0.87			0.77			1.19			28


	(0.00	)^d		12.78		2.41	^g		34,349		0.90			0.90			1.05			18
	(1.45	)		12.48		(31.02	)		36,527		0.99			0.96			0.89			15
	(0.41	)		19.67		28.62			9,152		1.06			1.06			0.26			29
	(0.09	)		15.65		18.26			5,638		1.01			1.01			0.10			36
	(0.10	)		13.32		12.50			4,122		1.02			1.02			0.92			28


	(0.02	)		12.91		3.36	^g		1,912,615		0.60			0.00			1.92			18
	(1.74	)		12.51		(30.39	)		2,057,533		0.61			0.00			1.77			15
	(0.56	)		19.89		30.03			2,183,791		0.60			0.00			1.31			29
	(0.23	)		15.78		19.52			1,527,006		0.61			0.00			1.14			36
	(0.17	)		13.42		13.62			1,487,781		0.62			0.00			1.94			28


^g	During the year ended 10/31/23, 0.01%, 0.01%, 0.01%, 0.01%, 0.01% and 0.01% of the Fund’s total return for Institutional Class, Advisor Class, Premier Class, Retirement Class, Retail Class and Class W, respectively, consisted of a voluntary payment from Advisors.
^u	Includes voluntary compensation from Advisors.

TIAA-CREF International Funds ■ Prospectus 147

Financial highlights

Quant International Small-Cap Equity Fund


			Selected per share data
					Gain (loss) from investment operations
														Less distributions from

		For the period or year ended	Net asset value, beginning of period		Net investment income (loss)		^a	Net realized & unrealized gain (loss) on total investments			Total gain (loss) from investment operations			Net investment income			Net realized gains
Institutional Class
	10/31/23			$ 8.62		$ 0.25			$ 0.53			$ 0.78			$ (0.31	)		$ —
	10/31/22			12.48		0.33			(3.45	)		(3.12	)		(0.37	)		(0.37	)
	10/31/21			9.41		0.20			3.09			3.29			(0.22	)		—
	10/31/20			10.30		0.19			(0.73	)		(0.54	)		(0.35	)		—
	10/31/19			10.22		0.26			0.40			0.66			(0.29	)		(0.29	)

Advisor Class
	10/31/23			8.61		0.25			0.53			0.78			(0.31	)		—
	10/31/22			12.46		0.33			(3.45	)		(3.12	)		(0.36	)		(0.37	)
	10/31/21			9.40		0.20			3.08			3.28			(0.22	)		—
	10/31/20			10.29		0.19			(0.73	)		(0.54	)		(0.35	)		—
	10/31/19			10.22		0.26			0.39			0.65			(0.29	)		(0.29	)

Premier Class
	10/31/23			8.73		0.24			0.54			0.78			(0.30	)		—
	10/31/22			12.62		0.31			(3.49	)		(3.18	)		(0.34	)		(0.37	)
	10/31/21			9.52		0.19			3.11			3.30			(0.20	)		—
	10/31/20			10.42		0.17			(0.74	)		(0.57	)		(0.33	)		—
	10/31/19			10.23		0.25			0.41			0.66			(0.18	)		(0.29	)

Retirement Class
	10/31/23			8.60		0.23			0.53			0.76			(0.29	)		—
	10/31/22			12.45		0.29			(3.43	)		(3.14	)		(0.34	)		(0.37	)
	10/31/21			9.40		0.18			3.07			3.25			(0.20	)		—
	10/31/20			10.29		0.18			(0.73	)		(0.55	)		(0.34	)		—
	10/31/19			10.19		0.25			0.39			0.64			(0.25	)		(0.29	)

Retail Class
	10/31/23			8.62		0.22			0.52			0.74			(0.27	)		—
	10/31/22			12.47		0.29			(3.45	)		(3.16	)		(0.32	)		(0.37	)
	10/31/21			9.41		0.16			3.08			3.24			(0.18	)		—
	10/31/20			10.30		0.15			(0.73	)		(0.58	)		(0.31	)		—
	10/31/19			10.18		0.22			0.40			0.62			(0.21	)		(0.29	)

Class W
	10/31/23			8.69		0.32			0.54			0.86			(0.39	)		—
	10/31/22			12.56		0.40			(3.46	)		(3.06	)		(0.44	)		(0.37	)
	10/31/21			9.46		0.29			3.09			3.38			(0.28	)		—
	10/31/20			10.35		0.25			(0.72	)		(0.47	)		(0.42	)		—
	10/31/19			10.22		0.33			0.40			0.73			(0.31	)		(0.29	)


^a	Based on average shares outstanding.
^b	Percentage is not annualized.

148 Prospectus ■ TIAA-CREF International Funds

(continued)


									Ratios and supplemental data

										Ratios to average net assets

Total dividends and distributions			Net asset value, end of period		Total return		^b	Net assets at end of period (in thousands)		Gross expenses			Net expenses			Net investment income (loss)			Portfolio turnover rate

	$ (0.31	)		$ 9.09		9.06	%	$	62,099		0.74	%		0.74	%		2.63	%		114	%
	(0.74	)		8.62		(26.44	)		66,810		0.72			0.72			3.20			119
	(0.22	)		12.48		35.40			88,124		0.71			0.69			1.73			119
	(0.35	)		9.41		(5.51	)		54,223		0.71			0.66			2.06			100
	(0.58	)		10.30		7.04			55,449		0.71			0.66			2.68			87


	(0.31	)		9.08		9.05			76		0.77			0.77			2.57			114
	(0.73	)		8.61		(26.47	)		63		0.74			0.74			3.18			119
	(0.22	)		12.46		35.28			91		0.80			0.78			1.66			119
	(0.35	)		9.40		(5.56	)		69		0.76			0.71			2.01			100
	(0.58	)		10.29		6.96			84		0.76			0.71			2.66			87


	(0.30	)		9.21		8.85			68		0.93			0.91			2.48			114
	(0.71	)		8.73		(26.53	)		64		0.90			0.90			3.01			119
	(0.20	)		12.62		35.08			92		0.96			0.88			1.56			119
	(0.33	)		9.52		(5.71	)		70		0.91			0.85			1.85			100
	(0.47	)		10.42		6.85			76		0.89			0.84			2.53			87


	(0.29	)		9.07		8.86			7,031		0.99			0.99			2.38			114
	(0.71	)		8.60		(26.62	)		8,463		0.97			0.97			2.98			119
	(0.20	)		12.45		35.00			4,626		0.96			0.93			1.51			119
	(0.34	)		9.40		(5.67	)		3,259		0.96			0.84			1.93			100
	(0.54	)		10.29		6.86			3,113		0.96			0.84			2.54			87


	(0.27	)		9.09		8.58			853		1.16			1.12			2.26			114
	(0.69	)		8.62		(26.71	)		824		1.40			1.14			2.80			119
	(0.18	)		12.47		34.77			1,134		2.20			1.12			1.31			119
	(0.31	)		9.41		(5.93	)		757		1.44			1.09			1.60			100
	(0.50	)		10.30		6.61			851		1.35			1.09			2.26			87


	(0.39	)		9.16		9.91			1,001,200		0.74			0.01			3.37			114
	(0.81	)		8.69		(25.88	)		1,118,947		0.72			0.00			3.90			119
	(0.28	)		12.56		36.31			1,485,005		0.71			0.00			2.42			119
	(0.42	)		9.46		(4.97	)		923,105		0.71			0.00			2.73			100
	(0.60	)		10.35		7.85			926,729		0.71			0.00			3.38			87

TIAA-CREF International Funds ■ Prospectus 149

Financial highlights

Social Choice International Equity Fund


			Selected per share data
					Gain (loss) from investment operations
														Less distributions from

		For the period or year ended	Net asset value, beginning of period		Net investment income (loss)		^a	Net realized & unrealized gain (loss) on total investments			Total gain (loss) from investment operations			Net investment income			Net realized gains
Institutional Class
	10/31/23			$ 10.25		$ 0.35			$ 1.27			$ 1.62			$ (0.26	)		$ —
	10/31/22			13.82		0.33			(3.48	)		(3.15	)		(0.32	)		(0.10	)
	10/31/21			10.34		0.35			3.31			3.66			(0.18	)		—
	10/31/20			11.16		0.23			(0.87	)		(0.64	)		(0.18	)		—
	10/31/19			10.14		0.31			0.95			1.26			(0.24	)		—

Advisor Class
	10/31/23			10.24		0.33			1.27			1.60			(0.25	)		—
	10/31/22			13.81		0.29			(3.45	)		(3.16	)		(0.31	)		(0.10	)
	10/31/21			10.33		0.35			3.30			3.65			(0.17	)		—
	10/31/20			11.16		0.21			(0.86	)		(0.65	)		(0.18	)		—
	10/31/19			10.14		0.30			0.95			1.25			(0.23	)		—

Premier Class
	10/31/23			10.25		0.32			1.29			1.61			(0.24	)		—
	10/31/22			13.83		0.32			(3.50	)		(3.18	)		(0.30	)		(0.10	)
	10/31/21			10.34		0.34			3.31			3.65			(0.16	)		—
	10/31/20			11.17		0.15			(0.81	)		(0.66	)		(0.17	)		—
	10/31/19			10.13		0.32			0.92			1.24			(0.20	)		—

Retirement Class
	10/31/23			10.20		0.32			1.26			1.58			(0.23	)		—
	10/31/22			13.76		0.30			(3.47	)		(3.17	)		(0.29	)		(0.10	)
	10/31/21			10.30		0.33			3.29			3.62			(0.16	)		—
	10/31/20			11.12		0.20			(0.86	)		(0.66	)		(0.16	)		—
	10/31/19			10.11		0.26			0.96			1.22			(0.21	)		—

Retail Class
	10/31/23			10.20		0.31			1.28			1.59			(0.23	)		—
	10/31/22			13.76		0.30			(3.48	)		(3.18	)		(0.28	)		(0.10	)
	10/31/21			10.30		0.31			3.30			3.61			(0.15	)		—
	10/31/20			11.13		0.20			(0.88	)		(0.68	)		(0.15	)		—
	10/31/19			10.10		0.27			0.96			1.23			(0.20	)		—


^a	Based on average shares outstanding.
^b	Percentage is not annualized.

150 Prospectus ■ TIAA-CREF International Funds

(continued)


									Ratios and supplemental data

										Ratios to average net assets

Total dividends and distributions			Net asset value, end of period		Total return		^b	Net assets at end of period (in thousands)		Gross expenses			Net expenses			Net investment income (loss)			Portfolio turnover rate

	$ (0.26	)		$ 11.61		15.85	%	$	715,703		0.34	%		0.34	%		2.90	%		30	%
	(0.42	)		10.25		(23.47	)		657,816		0.37			0.37			2.85			15
	(0.18	)		13.82		35.70			556,304		0.36			0.36			2.68			12
	(0.18	)		10.34		(5.83	)		338,692		0.41			0.40			2.21			15
	(0.24	)		11.16		12.77			192,475		0.58			0.40			3.03			9


	(0.25	)		11.59		15.69			11,987		0.49			0.49			2.75			30
	(0.41	)		10.24		(23.55	)		8,600		0.48			0.48			2.56			15
	(0.17	)		13.81		35.60			2,557		0.46			0.46			2.66			12
	(0.18	)		10.33		(5.96	)		1,192		0.52			0.51			1.99			15
	(0.23	)		11.16		12.71			1,174		0.66			0.47			2.89			9


	(0.24	)		11.62		15.77			954		0.50			0.50			2.70			30
	(0.40	)		10.25		(23.64	)		618		0.52			0.52			2.65			15
	(0.16	)		13.83		35.49			771		0.52			0.52			2.58			12
	(0.17	)		10.34		(5.99	)		438		0.56			0.55			1.35			15
	(0.20	)		11.17		12.55			1,754		0.74			0.55			3.05			9


	(0.23	)		11.55		15.58			629,526		0.59			0.59			2.66			30
	(0.39	)		10.20		(23.66	)		457,544		0.62			0.62			2.60			15
	(0.16	)		13.76		35.42			386,981		0.61			0.61			2.50			12
	(0.16	)		10.30		(6.08	)		162,780		0.66			0.65			1.91			15
	(0.21	)		11.12		12.40			59,932		0.83			0.65			2.56			9


	(0.23	)		11.56		15.61			28,059		0.63			0.63			2.60			30
	(0.38	)		10.20		(23.72	)		21,246		0.66			0.65			2.55			15
	(0.15	)		13.76		35.27			21,846		0.70			0.70			2.41			12
	(0.15	)		10.30		(6.18	)		10,335		0.72			0.72			1.89			15
	(0.20	)		11.13		12.47			6,456		0.92			0.74			2.62			9

TIAA-CREF International Funds ■ Prospectus 151

Financial highlights

Emerging Markets Debt Fund


			Selected per share data
					Gain (loss) from investment operations
														Less distributions from

		For the period or year ended	Net asset value, beginning of period		Net investment income (loss)		^a	Net realized & unrealized gain (loss) on total investments			Total gain (loss) from investment operations			Net investment income			Net realized gains
Institutional Class
	10/31/23			$ 7.34		$ 0.47			$ 0.35			$ 0.82			$ (0.48	)		$ —
	10/31/22			9.97		0.52			(2.66	)		(2.14	)		(0.49	)		—
	10/31/21			9.65		0.47			0.29			0.76			(0.44	)		—
	10/31/20			10.10		0.50			(0.48	)		0.02			(0.47	)		—
	10/31/19			9.18		0.58			0.85			1.43			(0.51	)		—

Advisor Class
	10/31/23			7.36		0.47			0.34			0.81			(0.47	)		—
	10/31/22			10.00		0.51			(2.67	)		(2.16	)		(0.48	)		—
	10/31/21			9.67		0.46			0.30			0.76			(0.43	)		—
	10/31/20			10.13		0.51			(0.51	)		0.00	^d		(0.46	)		—
	10/31/19			9.20		0.57			0.87			1.44			(0.51	)		—

Premier Class
	10/31/23			7.34		0.46			0.33			0.79			(0.46	)		—
	10/31/22			9.97		0.50			(2.66	)		(2.16	)		(0.47	)		—
	10/31/21			9.65		0.47			0.28			0.75			(0.43	)		—
	10/31/20			10.09		0.51			(0.50	)		0.01			(0.45	)		—
	10/31/19			9.17		0.57			0.85			1.42			(0.50	)		—

Retirement Class
	10/31/23			7.34		0.45			0.34			0.79			(0.46	)		—
	10/31/22			9.97		0.50			(2.66	)		(2.16	)		(0.47	)		—
	10/31/21			9.64		0.45			0.30			0.75			(0.42	)		—
	10/31/20			10.09		0.49			(0.50	)		(0.01	)		(0.44	)		—
	10/31/19			9.18		0.56			0.84			1.40			(0.49	)		—

Retail Class
	10/31/23			7.34		0.45			0.33			0.78			(0.45	)		—
	10/31/22			9.97		0.50			(2.67	)		(2.17	)		(0.46	)		—
	10/31/21			9.64		0.43			0.30			0.73			(0.40	)		—
	10/31/20			10.09		0.48			(0.49	)		(0.01	)		(0.44	)		—
	10/31/19			9.18		0.56			0.83			1.39			(0.48	)		—

Class W
	10/31/23			7.34		0.52			0.35			0.87			(0.53	)		—
	10/31/22			9.98		0.57			(2.67	)		(2.10	)		(0.54	)		—
	10/31/21			9.65		0.53			0.30			0.83			(0.50	)		—
	10/31/20			10.11		0.57			(0.50	)		0.07			(0.53	)		—
	10/31/19			9.19		0.65			0.84			1.49			(0.57	)		—


^a	Based on average shares outstanding.
^b	Percentage is not annualized.
^d	Value rounded to zero.

152 Prospectus ■ TIAA-CREF International Funds

(continued)


									Ratios and supplemental data

										Ratios to average net assets

Total dividends and distributions			Net asset value, end of period		Total return		^b	Net assets at end of period (in thousands)		Gross expenses			Net expenses			Net investment income (loss)			Portfolio turnover rate

	$ (0.48	)		$ 7.68		11.11	%	$	78,811		0.62	%		0.62	%		5.96	%		27	%
	(0.49	)		7.34		(22.07	)		35,533		0.62			0.62			5.93			37
	(0.44	)		9.97		7.90			77,422		0.61			0.61			4.67			57
	(0.47	)		9.65		0.44			47,256		0.62			0.62			5.22			77
	(0.51	)		10.10		16.00			40,886		0.63			0.63			6.01			78


	(0.47	)		7.70		10.99			10,133		0.69			0.69			5.91			27
	(0.48	)		7.36		(22.17	)		17,890		0.69			0.69			5.96			37
	(0.43	)		10.00		7.91			19,272		0.69			0.69			4.55			57
	(0.46	)		9.67		0.26			20,506		0.69			0.69			5.29			77
	(0.51	)		10.13		16.00			18,116		0.71			0.71			5.82			78


	(0.46	)		7.67		10.78			195		0.79			0.79			5.81			27
	(0.47	)		7.34		(22.21	)		187		0.78			0.78			5.86			37
	(0.43	)		9.97		7.74			253		0.80			0.80			4.61			57
	(0.45	)		9.65		0.29			244		0.78			0.78			5.19			77
	(0.50	)		10.09		15.84			882		0.79			0.79			5.91			78


	(0.46	)		7.67		10.71			16,607		0.87			0.86			5.74			27
	(0.47	)		7.34		(22.21	)		13,771		0.87			0.80			5.84			37
	(0.42	)		9.97		7.78			19,212		0.86			0.82			4.44			57
	(0.44	)		9.64		0.18			17,840		0.87			0.87			5.07			77
	(0.49	)		10.09		15.61			19,204		0.88			0.88			5.79			78


	(0.45	)		7.67		10.65			11,663		0.92			0.92			5.73			27
	(0.46	)		7.34		(22.32	)		8,722		0.93			0.93			5.68			37
	(0.40	)		9.97		7.61			15,698		0.94			0.94			4.30			57
	(0.44	)		9.64		0.12			19,832		0.93			0.93			5.01			77
	(0.48	)		10.09		15.55			22,567		0.92			0.92			5.77			78


	(0.53	)		7.68		11.82			331,520		0.62			0.00			6.58			27
	(0.54	)		7.34		(21.65	)		430,741		0.62			0.00			6.64			37
	(0.50	)		9.98		8.66			470,716		0.61			0.00			5.24			57
	(0.53	)		9.65		0.98			474,236		0.62			0.00			5.89			77
	(0.57	)		10.11		16.72			433,771		0.63			0.00			6.68			78

TIAA-CREF International Funds ■ Prospectus 153

Financial highlights

International Bond Fund


				Selected per share data
						Gain (loss) from investment operations
															Less distributions from

		For the period or year ended		Net asset value, beginning of period		Net investment income (loss)		^a	Net realized & unrealized gain (loss) on total investments			Total gain (loss) from investment operations			Net investment income			Net realized gains
Institutional Class
	10/31/23		^#		$ 7.96		$ 0.22			$ 0.10			$ 0.32			$ (0.36	)		—
	10/31/22		^#		9.94		0.18			(1.41	)		(1.23	)		(0.67	)		(0.08	)
	10/31/21		^#		10.24		0.15			(0.17	)		(0.02	)		(0.18	)		(0.10	)
	10/31/20		^#		10.27		0.14			0.10			0.24			(0.27	)		—
	10/31/19		^#		9.71		0.19			0.91			1.10			(0.54	)		—

Advisor Class
	10/31/23		^#		7.97		0.22			0.09			0.31			(0.36	)		—
	10/31/22		^#		9.92		0.18			(1.40	)		(1.22	)		(0.65	)		(0.08	)
	10/31/21		^#		10.23		0.14			(0.17	)		(0.03	)		(0.18	)		(0.10	)
	10/31/20		^#		10.27		0.14			0.09			0.23			(0.27	)		—
	10/31/19		^#		9.71		0.18			0.91			1.09			(0.53	)		—

Premier Class
	10/31/23		^#		8.01		0.21			0.10			0.31			(0.36	)		—
	10/31/22		^#		9.99		0.17			(1.42	)		(1.25	)		(0.65	)		(0.08	)
	10/31/21		^#		10.29		0.13			(0.16	)		(0.03	)		(0.17	)		(0.10	)
	10/31/20		^#		10.34		0.13			0.08			0.21			(0.26	)		—
	10/31/19		^#		9.77		0.17			0.92			1.09			(0.52	)		—

Retirement Class
	10/31/23		^#		7.95		0.20			0.11			0.31			(0.36	)		—
	10/31/22		^#		9.91		0.16			(1.41	)		(1.25	)		(0.63	)		(0.08	)
	10/31/21		^#		10.22		0.12			(0.17	)		(0.05	)		(0.16	)		(0.10	)
	10/31/20		^#		10.27		0.12			0.09			0.21			(0.26	)		—
	10/31/19		^#		9.71		0.16			0.91			1.07			(0.51	)		—

Retail Class
	10/31/23		^#		7.96		0.20			0.10			0.30			(0.36	)		—
	10/31/22		^#		9.91		0.15			(1.41	)		(1.26	)		(0.61	)		(0.08	)
	10/31/21		^#		10.22		0.11			(0.17	)		(0.06	)		(0.15	)		(0.10	)
	10/31/20		^#		10.28		0.11			0.09			0.20			(0.26	)		—
	10/31/19		^#		9.71		0.15			0.92			1.07			(0.50	)		—

Class W
	10/31/23		^#		7.96		0.27			0.11			0.38			(0.38	)		—
	10/31/22		^#		9.99		0.24			(1.42	)		(1.18	)		(0.77	)		(0.08	)
	10/31/21		^#		10.29		0.21			(0.17	)		0.04			(0.24	)		(0.10	)
	10/31/20		^#		10.28		0.21			0.08			0.29			(0.28	)		—
	10/31/19		^#		9.71		0.25			0.92			1.17			(0.60	)		—


^a	Based on average shares outstanding.
^b	Percentage is not annualized.

154 Prospectus ■ TIAA-CREF International Funds

(concluded)


									Ratios and supplemental data

										Ratios to average net assets

Total dividends and distributions			Net asset value, end of period		Total return		^b	Net assets at end of period (in thousands)		Gross expenses			Net expenses			Net investment income (loss)			Portfolio turnover rate

	$ (0.36	)		$ 7.92		4.12	%	$	721		0.63	%		0.59	%		2.81	%		29	%
	(0.75	)		7.96		(12.72	)		630		0.61			0.59			2.03			39
	(0.28	)		9.94		(0.26	)		732		0.60			0.60			1.46			37
	(0.27	)		10.24		2.39			883		0.62			0.60			1.43			50
	(0.54	)		10.27		11.63			717		0.67			0.62			1.87			51


	(0.36	)		7.92		3.96			1,133		0.70			0.67			2.74			29
	(0.73	)		7.97		(12.61	)		106		0.69			0.67			2.10			39
	(0.28	)		9.92		(0.39	)		117		0.68			0.68			1.38			37
	(0.27	)		10.23		2.30			132		0.64			0.62			1.42			50
	(0.53	)		10.27		11.60			106		0.70			0.65			1.85			51


	(0.36	)		7.96		3.91			82		0.80			0.75			2.65			29
	(0.73	)		8.01		(12.89	)		82		0.78			0.75			1.86			39
	(0.27	)		9.99		(0.42	)		103		0.80			0.75			1.31			37
	(0.26	)		10.29		2.14			106		0.80			0.77			1.28			50
	(0.52	)		10.34		11.48			106		0.83			0.79			1.71			51


	(0.36	)		7.90		3.92			4,489		0.87			0.84			2.55			29
	(0.71	)		7.95		(12.97	)		4,435		0.86			0.84			1.77			39
	(0.26	)		9.91		(0.58	)		5,682		0.84			0.84			1.21			37
	(0.26	)		10.22		2.13			8,041		0.87			0.85			1.18			50
	(0.51	)		10.27		11.36			5,903		0.91			0.87			1.62			51


	(0.36	)		7.90		3.75			1,450		0.97			0.94			2.46			29
	(0.69	)		7.96		(13.01	)		1,448		1.10			0.94			1.68			39
	(0.25	)		9.91		(0.68	)		1,731		1.49			0.94			1.12			37
	(0.26	)		10.22		1.98			1,840		1.09			0.96			1.08			50
	(0.50	)		10.28		11.36			1,297		1.17			0.99			1.50			51


	(0.38	)		7.96		4.80			365,238		0.62			0.00			3.39			29
	(0.85	)		7.96		(12.23	)		369,347		0.61			0.00			2.60			39
	(0.34	)		9.99		0.29			516,606		0.59			0.00			2.07			37
	(0.28	)		10.29		2.95			427,813		0.62			0.00			2.05			50
	(0.60	)		10.28		12.44			404,046		0.66			0.00			2.49			51


^#	Consolidated financial highlights

TIAA-CREF International Funds ■ Prospectus 155

For more information about TIAA-CREF Funds

Statement of Additional Information (“SAI”). The Funds’ SAI contains more information about certain aspects of the Funds. A current SAI has been filed with the SEC and is incorporated into this Prospectus by reference. This means that the Funds’ SAI is legally a part of the Prospectus.

Annual and Semi-annual Reports. The Funds’ annual and semi-annual reports and Form N-CSR provide additional information about the Funds’ investments. In each 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. In the Funds’ Form N-CSR, you will find the Funds’ annual and semi-annual financial statements. The audited financial statements in each Fund’s annual shareholder report dated October 31, 2023 are also incorporated into this Prospectus by reference.

Requesting documents. You can request a copy of the Funds’ SAI, these reports, and other information such as the Funds’ financial statements without charge, or contact the Funds for any other purpose, in any of the following ways:

Over the Internet:

www.tiaa.org

By telephone:

Call 877-518-9161

In writing:

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

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.

To lower costs and eliminate duplicate documents sent to your home, the Funds may mail only one copy of the Funds’ Prospectus, prospectus supplements, annual and semi-annual 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 Funds toll-free or write to the Funds 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 Funds, 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 Funds will ask for your name, address, date of birth, Social Security number and other information that will allow the Funds to identify you, such as your home telephone number. Until you provide the Funds with the information they need, the Funds may not be able to open an account or effect any transactions for you.


1940 Act File No. 811-9301	A15189 (3/24)




		TIAA-CREF Funds		Prospectus

TIAA-CREF U.S. Equity Funds

MARCH 1, 2024


	Ticker
Fund	Institutional Class		Advisor Class	Premier Class	Retirement Class	Retail Class	Class W


Growth & Income Fund		TIGRX	TGIHX	TRPGX	TRGIX	TIIRX	TGIWX
Large-Cap Growth Fund	TILGX		TILHX	TILPX	TILRX	TIRTX	TILWX
Large-Cap Value Fund	TRLIX		TRLHX	TRCPX	TRLCX	TCLCX	TRLWX
Mid-Cap Growth Fund	TRPWX		TCMHX	TRGPX	TRGMX	TCMGX	—
Mid-Cap Value Fund	TIMVX		TRVHX	TRVPX	TRVRX	TCMVX	—
Quant Small-Cap Equity Fund	TISEX		TSCHX	TSRPX	TRSEX	TCSEX	TSCWX
Quant Small/Mid-Cap Equity Fund	TSMWX		TSMNX	TSMMX	TSMOX	TSMEX	TSMUX
Social Choice Equity Fund	TISCX		TICHX	TRPSX	TRSCX	TICRX	—
Social Choice Low Carbon Equity Fund	TNWCX		TCCHX	TPWCX	TEWCX	TLWCX	—

Table of contents

Summary information

Growth & Income Fund

Investment objective 5

Fees and expenses 5

Shareholder fees 5

Annual Fund operating expenses 5

Example 6

Portfolio turnover 6

Principal investment strategies 6

Principal investment risks 7

Past performance 9

Portfolio management 10

Purchase and sale of Fund shares 11

Tax information 11

Payments to broker-dealers and other financial intermediary compensation 12

Summary information

Large-Cap Growth Fund

Investment objective 13

Fees and expenses 13

Shareholder fees 13

Annual Fund operating expenses 13

Example 14

Portfolio turnover 14

Principal investment strategies 14

Principal investment risks 15

Past performance 17

Portfolio management 19

Purchase and sale of Fund shares 20

Tax information 20

Payments to broker-dealers and other financial intermediary compensation 21

Summary information

Large-Cap Value Fund

Investment objective 22

Fees and expenses 22

Shareholder fees 22

Annual Fund operating expenses 22

Example 23

Portfolio turnover 23

Principal investment strategies 23

Principal investment risks 24

Past performance 26

Portfolio management 28

Purchase and sale of Fund shares 29

Tax information 29

Payments to broker-dealers and other financial intermediary compensation 30

Summary information

Mid-Cap Growth Fund

Investment objective 31

Fees and expenses 31

Shareholder fees 31

Annual Fund operating expenses 31

Example 32

Portfolio turnover 32

Principal investment strategies 32

Principal investment risks 33

Past performance 35

Portfolio management 37

Purchase and sale of Fund shares 37

Tax information 38

Payments to broker-dealers and other financial intermediary compensation 38

Summary information

Mid-Cap Value Fund

Investment objective 40

Fees and expenses 40

Shareholder fees 40

Annual Fund operating expenses 40

Example 41

Portfolio turnover 41

Principal investment strategies 41

Principal investment risks 42

Past performance 44

Portfolio management 46

Purchase and sale of Fund shares 46

Tax information 47

Payments to broker-dealers and other financial intermediary compensation 47

Summary information

Quant Small-Cap Equity Fund

Investment objective 49

Fees and expenses 49

Shareholder fees 49

Annual Fund operating expenses 49

Example 50

Portfolio turnover 50

Principal investment strategies 50

Principal investment risks 51

Past performance 53

Portfolio management 55

Purchase and sale of Fund shares 56

Tax information 56

Payments to broker-dealers and other financial intermediary compensation 57

Summary information

Quant Small/Mid-Cap Equity Fund

Investment objective 58

Fees and expenses 58

Shareholder fees 58

Annual Fund operating expenses 58

Example 59

Portfolio turnover 59

Principal investment strategies 59

Principal investment risks 60

Past performance 62

Portfolio management 64

Purchase and sale of Fund shares 65

Tax information 65

Payments to broker-dealers and other financial intermediary compensation 66

Summary information

Social Choice Equity Fund

Investment objective 67

Fees and expenses 67

Shareholder fees 67

Annual Fund operating expenses 68

Example 68

Portfolio turnover 68

Principal investment strategies 69

Principal investment risks 70

Past performance 72

Portfolio management 74

Purchase and sale of Fund shares 75

Tax information 75

Payments to broker-dealers and other financial intermediary compensation 76

Table of contents

Summary information

Social Choice Low Carbon Equity Fund

Investment objective 77

Fees and expenses 77

Shareholder fees 77

Annual Fund operating expenses 78

Example 78

Portfolio turnover 78

Principal investment strategies 79

Principal investment risks 80

Past performance 82

Portfolio management 84

Purchase and sale of Fund shares 84

Tax information 85

Payments to broker-dealers and other financial intermediary compensation 85

Additional information about investment strategies and risks of the Funds 86

Additional information about the Funds 86

Additional information on principal investment risks of the Funds 87

Global economic risk 96

Cybersecurity risk 97

Additional information about the Funds’ benchmark indices 97

Additional information on investment strategies of the Funds 100

Portfolio holdings 102

Portfolio turnover 102

Investments by funds of funds 102

Share classes 103

Management of the Funds 103

The Funds’ investment adviser 103

Investment management fees 104

Portfolio management teams 106

Other services 109

Distribution and service arrangements 110

All classes 110

Other payments by the Funds 110

Other payments by Nuveen Securities, Advisors or their affiliates 112

Calculating share price 113

Dividends and distributions 115

Taxes 116

Your account: purchasing, redeeming or exchanging shares 119

Fund shares offered in this Prospectus 119

Share class eligibility 119

Purchasing shares 122

Redeeming shares 129

Exchanging shares 133

Conversion of shares–applicable to all investors 135

Important transaction information 136

Market timing/excessive trading policy–applicable to all investors 140

Electronic prospectuses 141

Additional information about index providers 141

Additional information about the Trust and the Board of Trustees 143

Glossary 143

Financial highlights 145

Summary information

TIAA-CREF Growth & Income Fund

Investment objective

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

Fees and expenses

SHAREHOLDER FEES (fees paid directly from your investment)


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class	Class W
Maximum sales charge imposed on purchases (percentage of offering price)	0%	0%	0%	0%	0%	0%
Maximum deferred sales charge	0%	0%	0%	0%	0%	0%
Maximum sales charge imposed on reinvested dividends and other distributions	0%	0%	0%	0%	0%	0%
Redemption or exchange fee	0%	0%	0%	0%	0%	0%
Account maintenance fee (annual fee on accounts under $2,000)	0%	0%	0%	0%	$15.00	0%

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


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class	Class W

Management fees	0.40%	0.40%	0.40%	0.40%	0.40%	0.40%
Distribution (Rule 12b-1) fees	—	—	0.15%	—	0.25%	—
Other expenses	0.01%	0.10%	0.01%	0.26%	0.05%	0.01%
Total annual Fund operating expenses	0.41%	0.50%	0.56%	0.66%	0.70%	0.41%
Waivers and expense reimbursements¹	—	—	—	—	—	(0.41)%	²
Total annual Fund operating expenses after fee waiver and/or expense reimbursement	0.41%	0.50%	0.56%	0.66%	0.70%	0.00%

TIAA-CREF U.S. Equity Funds ■ Prospectus 5


1	Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, LLC, has contractually agreed to reimburse the Fund for any Total annual Fund operating expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses and extraordinary expenses) that exceed: (i) 0.52% of average daily net assets for Institutional Class shares; (ii) 0.67% of average daily net assets for Advisor Class shares; (iii) 0.67% of average daily net assets for Premier Class shares; (iv) 0.77% of average daily net assets for Retirement Class shares; (v) 0.87% of average daily net assets for Retail Class shares; and (vi) 0.52% of average daily net assets for Class W shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2025, unless changed with approval of the Board of Trustees.
2	Teachers Advisors, LLC has contractually agreed to waive and/or reimburse Class W’s Management fees and Other expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses, Trustee expenses and extraordinary expenses) in their entirety. Teachers Advisors, LLC expects these waiver and/or reimbursement arrangements to remain in effect indefinitely, unless changed or terminated with approval of the Board of Trustees.

Example


	Institutional Class		Advisor Class		Premier Class		Retirement Class		Retail Class		Class W
1 year	$	42	$	51	$	57	$	67	$	72	$	0
3 years	$	132	$	160	$	179	$	211	$	224	$	0
5 years	$	230	$	280	$	313	$	368	$	390	$	0
10 years	$	518	$	628	$	701	$	822	$	871	$	0

Portfolio turnover

Principal investment strategies

Under normal circumstances, the Fund invests at least 80% of its assets in equity securities. In seeking a favorable long-term total return, the Fund will invest in securities which the Fund’s investment adviser, Teachers Advisors, LLC (“Advisors”), believes have the potential for capital appreciation, dividend

6 Prospectus ■ TIAA-CREF U.S. Equity Funds

income, or both. The Fund focuses on large-cap securities 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, stock buy-backs or both. Advisors seeks to construct a portfolio whose weighted average market capitalization is similar to the Fund’s benchmark index, the Standard & Poor’s 500^® Index (the “S&P 500 Index”).

Advisors generally looks for companies that it believes are leaders in their respective industries, with sustainable competitive advantages. Advisors also looks for companies that it believes have management teams that are dedicated to creating shareholder value. The Fund may invest up to 20% of its assets in foreign issuers when Advisors believes these issuers offer more attractive investment opportunities. The Fund may also purchase and sell futures, options, swaps and other equity derivatives to carry out the Fund’s investment strategies.

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. Such conditions may add significantly to the risk of volatility in the net asset value (“NAV”) of the Fund’s shares and adversely affect the Fund and its investments. From time to time, the Fund may invest a significant portion of its assets in companies in one or more related sectors or industries, which would make the Fund more vulnerable to adverse developments affecting such sectors or industries. The Fund currently invests a significant portion of its assets in companies in the information technology sector, although this may change over time.

TIAA-CREF U.S. Equity Funds ■ Prospectus 7

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.

· 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 as well as armed conflicts 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 have lower liquidity and be more difficult to value than investments in U.S. issuers. Foreign investments may also be subject to risk of loss because of more or less foreign government regulation, less public information, less stringent investor protections and less stringent accounting, corporate governance, financial reporting and disclosure standards. Changes in the value of foreign currencies may make the return on an investment increase or decrease, unrelated to the quality or performance of the investment itself. The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other restrictions by the United States or other governments may also negatively impact the Fund’s investments. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate the Fund’s ability to purchase or sell certain foreign securities or groups of foreign securities, and/or thus may make the Fund’s investments in such securities less liquid (or illiquid) or more difficult to value. The type and severity of sanctions and other measures that may be imposed could vary broadly in scope, and their impact is impossible to predict.

Please see the non-summary portion of the Prospectus for more detailed information about the risks described above.

8 Prospectus ■ TIAA-CREF U.S. Equity Funds

Past performance

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

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)

Growth & Income Fund

PerformanceBarChartData(2014:11.26,2015:3.47,2016:8.6,2017:23.96,2018:-7.11,2019:30.23,2020:20.53,2021:25.38,2022:-22.11,2023:32.79)

Best quarter: 22.22%, for the quarter ended June 30, 2020. Worst quarter: -21.52%, for the quarter ended March 31, 2020.

TIAA-CREF U.S. Equity Funds ■ Prospectus 9

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2023


		Inception date	One year		Five years		Ten years
Institutional Class		7/1/1999
	Return before taxes		32.79	%	15.28	%	11.35	%
	Return after taxes on distributions		25.80	%	11.76	%	8.68	%
	Return after taxes on distributions and sale of
	Fund shares		23.09	%	11.71	%	8.65	%
Advisor Class		12/4/2015
	Return before taxes		32.72	%	15.17	%	11.27	%^#
Premier Class		9/30/2009
	Return before taxes		32.48	%	15.08	%	11.18	%
Retirement Class		10/1/2002
	Return before taxes		32.48	%	14.99	%	11.07	%
Retail Class		3/31/2006
	Return before taxes		32.42	%	14.96	%	11.03	%
Class W		9/28/2018
	Return before taxes		33.27	%	15.73	%	11.58	%^#

S&P 500^® Index
(reflects no deductions for fees, expenses or taxes)			26.29	%	15.69	%	12.03	%

Current performance of the Fund’s shares may be higher or lower than that shown above.
^#	The performance shown for the Advisor Class and Class W that is prior to their respective inception dates is based on performance of the Institutional Class. The performance for these periods has not been restated to reflect the actual expenses of the Advisor Class and Class W. If these actual expenses had been reflected, the performance of these two classes shown for these periods would have been different because the Advisor Class and Class W have different expenses than 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, LLC.

Portfolio Managers. The following persons are primarily responsible for the management of the Fund on a day-to-day basis:



Name:	Valerie Grant, CFA	Evan Staples, CFA
Title:	Managing Director	Managing Director
Experience on Fund:	since 2022	since 2022

10 Prospectus ■ TIAA-CREF U.S. Equity Funds

Purchase and sale of Fund shares

· There are no minimum initial or subsequent investment requirements for Advisor Class, Premier Class, Retirement Class or Class W shares.

Tax information

TIAA-CREF U.S. Equity Funds ■ Prospectus 11

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

12 Prospectus ■ TIAA-CREF U.S. Equity Funds

Summary information

TIAA-CREF Large-Cap Growth Fund

Investment objective

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

Fees and expenses

SHAREHOLDER FEES (fees paid directly from your investment)


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class	Class W
Maximum sales charge imposed on purchases (percentage of offering price)	0%	0%	0%	0%	0%	0%
Maximum deferred sales charge	0%	0%	0%	0%	0%	0%
Maximum sales charge imposed on reinvested dividends and other distributions	0%	0%	0%	0%	0%	0%
Redemption or exchange fee	0%	0%	0%	0%	0%	0%
Account maintenance fee (annual fee on accounts under $2,000)	0%	0%	0%	0%	$15.00	0%

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


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class	Class W

Management fees	0.40%	0.40%	0.40%	0.40%	0.40%	0.40%
Distribution (Rule 12b-1) fees	—	—	0.15%	—	0.25%	—
Other expenses	0.01%	0.10%	0.02%	0.26%	0.06%	0.01%
Total annual Fund operating expenses	0.41%	0.50%	0.57%	0.66%	0.71%	0.41%
Waivers and expense reimbursements¹	—	—	—	—	—	(0.41)%	²
Total annual Fund operating expenses after fee waiver and/or expense reimbursement	0.41%	0.50%	0.57%	0.66%	0.71%	0.00%

TIAA-CREF U.S. Equity Funds ■ Prospectus 13


1	Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, LLC, has contractually agreed to reimburse the Fund for any Total annual Fund operating expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses and extraordinary expenses) that exceed: (i) 0.52% of average daily net assets for Institutional Class shares; (ii) 0.67% of average daily net assets for Advisor Class shares; (iii) 0.67% of average daily net assets for Premier Class shares; (iv) 0.77% of average daily net assets for Retirement Class shares; (v) 0.87% of average daily net assets for Retail Class shares; and (vi) 0.52% of average daily net assets for Class W shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2025, unless changed with approval of the Board of Trustees.
2	Teachers Advisors, LLC has contractually agreed to waive and/or reimburse Class W’s Management fees and Other expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses, Trustee expenses and extraordinary expenses) in their entirety. Teachers Advisors, LLC expects these waiver and/or reimbursement arrangements to remain in effect indefinitely, unless changed or terminated with approval of the Board of Trustees.

Example


	Institutional Class		Advisor Class		Premier Class		Retirement Class		Retail Class		Class W
1 year	$	42	$	51	$	58	$	67	$	73	$	0
3 years	$	132	$	160	$	183	$	211	$	227	$	0
5 years	$	230	$	280	$	318	$	368	$	395	$	0
10 years	$	518	$	628	$	714	$	822	$	883	$	0

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^®Growth Index, that the Fund’s investment adviser, Teachers Advisors, LLC

14 Prospectus ■ TIAA-CREF U.S. Equity Funds

(“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 is classified as a non-diversified investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), which means it may invest a significant portion of its assets in a relatively small number of issuers, which may increase risk as compared to a fund that is classified as a diversified investment company.

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 may also purchase and sell futures, options, swaps and other equity derivatives to carry out the Fund’s investment strategies.

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. Such conditions may add significantly to the risk of volatility in the net asset value (“NAV”) of the Fund’s shares and adversely affect the Fund and its investments. From time to time, the Fund may invest a significant portion of its assets in companies in one or more related sectors or industries, which would make the Fund more vulnerable to adverse developments affecting such sectors or industries. The Fund currently invests a significant portion of its assets in companies in the information technology sector, although this may change over time.

TIAA-CREF U.S. Equity Funds ■ Prospectus 15

· 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.

· Non-Diversification Risk—The Fund is considered to be non-diversified under the 1940 Act. Non-diversified status means that the Fund can invest a greater percentage of its assets in the securities of a single issuer than a diversified fund. Investing in a non-diversified fund involves greater risk than investing in a diversified fund because a loss in value of a particular investment may have a greater effect on the fund’s return since that investment may represent a larger portion of the fund’s total portfolio assets.

16 Prospectus ■ TIAA-CREF U.S. Equity Funds

restrict or eliminate the Fund’s ability to purchase or sell certain foreign securities or groups of foreign securities, and/or thus may make the Fund’s investments in such securities less liquid (or illiquid) or more difficult to value. The type and severity of sanctions and other measures that may be imposed could vary broadly in scope, and their impact is impossible to predict.

Please see the non-summary portion of the Prospectus for more detailed information about the risks described above.

Past performance

TIAA-CREF U.S. Equity Funds ■ Prospectus 17

index listed below is unmanaged, and you cannot invest directly in an index. The returns for the benchmark 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.org.

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)

Large-Cap Growth Fund

PerformanceBarChartData(2014:11.22,2015:9.2,2016:-0.85,2017:34.51,2018:0.04,2019:30.71,2020:44.24,2021:16.77,2022:-32.76,2023:47.04)

Best quarter: 27.99%, for the quarter ended June 30, 2020. Worst quarter: -23.09%, for the quarter ended June 30, 2022.

18 Prospectus ■ TIAA-CREF U.S. Equity Funds

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2023


		Inception date	One year		Five years		Ten years
Institutional Class		3/31/2006
	Return before taxes		47.04	%	16.83	%	13.44	%
	Return after taxes on distributions		46.96	%	13.92	%	11.04	%
	Return after taxes on distributions and sale of
	Fund shares		27.90	%	12.81	%	10.35	%
Advisor Class		12/4/2015
	Return before taxes		46.90	%	16.75	%	13.36	%^#
Premier Class		9/30/2009
	Return before taxes		46.74	%	16.66	%	13.26	%
Retirement Class		3/31/2006
	Return before taxes		46.66	%	16.54	%	13.14	%
Retail Class		3/31/2006
	Return before taxes		46.63	%	16.52	%	13.10	%
Class W		9/28/2018
	Return before taxes		47.66	%	17.31	%	13.67	%^#

Russell 1000^® Growth Index
(reflects no deductions for fees, expenses or taxes)			42.68	%	19.50	%	14.86	%

Current performance of the Fund’s shares may be higher or lower than that shown above.
^#	The performance shown for the Advisor Class and Class W that is prior to their respective inception dates is based on performance of the Institutional Class. The performance for these periods has not been restated to reflect the actual expenses of the Advisor Class and Class W. If these actual expenses had been reflected, the performance of these two classes shown for these periods would have been different because the Advisor Class and Class W have different expenses than 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, LLC.

Portfolio Managers. The following persons are primarily responsible for the management of the Fund on a day-to-day basis:



Name:	Terrence Kontos, CFA	Karen Hiatt, CFA
Title:	Managing Director	Managing Director
Experience on Fund:	since 2014	Since 2021

TIAA-CREF U.S. Equity Funds ■ Prospectus 19

Purchase and sale of Fund shares

· There are no minimum initial or subsequent investment requirements for Advisor Class, Premier Class, Retirement Class or Class W shares.

Tax information

20 Prospectus ■ TIAA-CREF U.S. Equity Funds

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

TIAA-CREF U.S. Equity Funds ■ Prospectus 21

Summary information

TIAA-CREF Large-Cap Value Fund

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

SHAREHOLDER FEES (fees paid directly from your investment)


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class	Class W
Maximum sales charge imposed on purchases (percentage of offering price)	0%	0%	0%	0%	0%	0%
Maximum deferred sales charge	0%	0%	0%	0%	0%	0%
Maximum sales charge imposed on reinvested dividends and other distributions	0%	0%	0%	0%	0%	0%
Redemption or exchange fee	0%	0%	0%	0%	0%	0%
Account maintenance fee (annual fee on accounts under $2,000)	0%	0%	0%	0%	$15.00	0%

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


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class	Class W

Management fees	0.40%	0.40%	0.40%	0.40%	0.40%	0.40%
Distribution (Rule 12b-1) fees	—	—	0.15%	—	0.25%	—
Other expenses	0.01%	0.09%	0.01%	0.26%	0.07%	0.01%
Total annual Fund operating expenses	0.41%	0.49%	0.56%	0.66%	0.72%	0.41%
Waivers and expense reimbursements¹	—	—	—	—	—	(0.41)%	²
Total annual Fund operating expenses after fee waiver and/or expense reimbursement	0.41%	0.49%	0.56%	0.66%	0.72%	0.00%

22 Prospectus ■ TIAA-CREF U.S. Equity Funds


1	Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, LLC, has contractually agreed to reimburse the Fund for any Total annual Fund operating expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses and extraordinary expenses) that exceed: (i) 0.52% of average daily net assets for Institutional Class shares; (ii) 0.67% of average daily net assets for Advisor Class shares; (iii) 0.67% of average daily net assets for Premier Class shares; (iv) 0.77% of average daily net assets for Retirement Class shares; (v) 0.87% of average daily net assets for Retail Class shares; and (vi) 0.52% of average daily net assets for Class W shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2025, unless changed with approval of the Board of Trustees.
2	Teachers Advisors, LLC has contractually agreed to waive and/or reimburse Class W’s Management fees and Other expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses, Trustee expenses and extraordinary expenses) in their entirety. Teachers Advisors, LLC expects these waiver and/or reimbursement arrangements to remain in effect indefinitely, unless changed or terminated with approval of the Board of Trustees.

Example


	Institutional Class		Advisor Class		Premier Class		Retirement Class		Retail Class		Class W
1 year	$	42	$	50	$	57	$	67	$	74	$	0
3 years	$	132	$	157	$	179	$	211	$	230	$	0
5 years	$	230	$	274	$	313	$	368	$	401	$	0
10 years	$	518	$	616	$	701	$	822	$	894	$	0

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 the Fund’s investment adviser, Teachers Advisors, LLC

TIAA-CREF U.S. Equity Funds ■ Prospectus 23

(“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 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 investment strategies.

The Fund may invest up to 20% of its assets in foreign investments. The Fund may also purchase and sell futures, options, swaps and other equity derivatives to carry out the Fund’s investment strategies.

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. Such conditions may add significantly to the risk of volatility in the net asset value (“NAV”) of the Fund’s shares and adversely affect the Fund and its investments. From time to time, the Fund may invest a significant portion of its assets in companies in one or more related sectors or industries, which would make the Fund more vulnerable to adverse developments affecting such sectors or industries. The Fund currently invests a significant portion of its assets in companies in the financials sector, although this may change over time.

24 Prospectus ■ TIAA-CREF U.S. Equity Funds

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

· 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 as well as armed conflicts 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 have lower liquidity and be more difficult to value than investments in U.S. issuers. Foreign investments may also be subject to risk of loss because of more or less foreign government regulation, less public information, less stringent investor protections and less stringent accounting, corporate governance, financial reporting and disclosure standards. Changes in the value of foreign currencies may make the return on an investment increase or decrease, unrelated to the quality or performance of the investment itself. The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other restrictions by the United States or other governments may also negatively impact the Fund’s investments. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate the Fund’s ability to purchase or sell certain foreign securities or groups of foreign securities, and/or thus may make the Fund’s investments in such securities less liquid (or illiquid) or more difficult to value. The type and severity of sanctions and other measures that may be imposed could vary broadly in scope, and their impact is impossible to predict.

· Derivatives Risk—The risks associated with investing in derivatives and other similar instruments (referred to collectively as “derivatives”) may be

TIAA-CREF U.S. Equity Funds ■ Prospectus 25

different and greater than the risks associated with directly investing in the underlying securities and other instruments, and include leverage risk, market risk, counterparty risk, liquidity risk, operational risk and legal risk. The Fund may use more complex derivatives that might be particularly susceptible to liquidity, credit and counterparty risk. When investing in derivatives, the Fund may lose more than the principal amount invested.

Please see the non-summary portion of the Prospectus for more detailed information about the risks described above.

Past performance

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

26 Prospectus ■ TIAA-CREF U.S. Equity Funds

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)

Large-Cap Value Fund

PerformanceBarChartData(2014:9.16,2015:-4.69,2016:18.6,2017:12.52,2018:-14.1,2019:28.81,2020:3.59,2021:27.01,2022:-6.99,2023:14.31)

Best quarter: 17.59%, for the quarter ended December 31, 2020. Worst quarter: -26.68%, for the quarter ended March 31, 2020.

TIAA-CREF U.S. Equity Funds ■ Prospectus 27

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2023


		Inception date	One year		Five years		Ten years
Institutional Class		10/1/2002
	Return before taxes		14.31	%	12.50	%	7.95	%
	Return after taxes on distributions		11.84	%	11.03	%	6.26	%
	Return after taxes on distributions and sale of
	Fund shares		9.72	%	9.82	%	5.98	%
Advisor Class		12/4/2015
	Return before taxes		14.17	%	12.43	%	7.89	%^#
Premier Class		9/30/2009
	Return before taxes		14.15	%	12.34	%	7.79	%
Retirement Class		10/1/2002
	Return before taxes		13.98	%	12.23	%	7.68	%
Retail Class		10/1/2002
	Return before taxes		13.97	%	12.18	%	7.63	%
Class W		9/28/2018
	Return before taxes		14.76	%	12.97	%	8.18	%^#

Russell 1000^® Value Index
(reflects no deductions for fees, expenses or taxes)			11.46	%	10.91	%	8.40	%

Current performance of the Fund’s shares may be higher or lower than that shown above.
^#	The performance shown for the Advisor Class and Class W that is prior to their respective inception dates is based on performance of the Institutional Class. The performance for these periods has not been restated to reflect the actual expenses of the Advisor Class and Class W. If these actual expenses had been reflected, the performance of these two classes shown for these periods would have been different because the Advisor Class and Class W have different expenses than 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, LLC.

Portfolio Managers. The following persons are primarily responsible for the management of the Fund on a day-to-day basis:




Name:	Charles Carr, CFA	Rossana Ivanova
Title:	Managing Director	Senior Director
Experience on Fund:	since 2018	since 2023

28 Prospectus ■ TIAA-CREF U.S. Equity Funds

Purchase and sale of Fund shares

· There are no minimum initial or subsequent investment requirements for Advisor Class, Premier Class, Retirement Class or Class W shares.

Tax information

TIAA-CREF U.S. Equity Funds ■ Prospectus 29

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

30 Prospectus ■ TIAA-CREF U.S. Equity Funds

Summary information

TIAA-CREF Mid-Cap Growth Fund

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

SHAREHOLDER FEES (fees paid directly from your investment)


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class
Maximum sales charge imposed on purchases (percentage of offering price)	0%	0%	0%	0%	0%
Maximum deferred sales charge	0%	0%	0%	0%	0%
Maximum sales charge imposed on reinvested dividends and other distributions	0%	0%	0%	0%	0%
Redemption or exchange fee	0%	0%	0%	0%	0%
Account maintenance fee (annual fee on accounts under $2,000)	0%	0%	0%	0%	$15.00

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


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class

Management fees	0.46%	0.46%	0.46%	0.46%	0.46%
Distribution (Rule 12b-1) fees	—	—	0.15%	—	0.25%
Other expenses	0.03%	0.12%	0.03%	0.28%	0.09%
Total annual Fund operating expenses	0.49%	0.58%	0.64%	0.74%	0.80%
Waivers and expense reimbursements¹	—	—	—	—	—
Total annual Fund operating expenses after fee waiver and/or expense reimbursement	0.49%	0.58%	0.64%	0.74%	0.80%

TIAA-CREF U.S. Equity Funds ■ Prospectus 31

Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, LLC, has contractually agreed to reimburse the Fund for any Total annual Fund operating expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses and extraordinary expenses) that exceed: (i) 0.55% of average daily net assets for Institutional Class shares; (ii) 0.70% of average daily net assets for Advisor Class shares; (iii) 0.70% of average daily net assets for Premier Class shares; (iv) 0.80% of average daily net assets for Retirement Class shares; and (v) 0.90% of average daily net assets for Retail Class shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2025, 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 fee waivers and/or expense reimbursements, remain the same. The example assumes that the Fund’s fee waiver and/or expense reimbursement arrangements will each remain in place for the duration noted in the table above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


	Institutional Class		Advisor Class		Premier Class		Retirement Class		Retail Class
1 year	$	50	$	59	$	65	$	76	$	82
3 years	$	157	$	186	$	205	$	237	$	255
5 years	$	274	$	324	$	357	$	411	$	444
10 years	$	616	$	726	$	798	$	918	$	990

Portfolio turnover

Principal investment strategies

Under normal circumstances, the Fund invests at least 80% of its assets in mid-cap equity securities. The Fund invests primarily in equity securities of medium-sized domestic companies, as defined by the Fund’s benchmark index, the Russell Midcap^® Growth Index, that the Fund’s investment adviser, Teachers Advisors, LLC (“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 considers medium-sized companies to be those companies whose market capitalizations

32 Prospectus ■ TIAA-CREF U.S. Equity Funds

fall within the range represented by the Russell Midcap Growth Index at the time of the Fund’s investment.

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 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. The Fund may also purchase and sell futures, options, swaps and other equity derivatives to carry out the Fund’s investment strategies.

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. Such conditions may add significantly to the risk of volatility in the net asset value (“NAV”) of the Fund’s shares and adversely affect the Fund and its investments. From time to time, the Fund may invest a significant portion of its assets in companies in one or more related sectors or industries, which would make the Fund more vulnerable to adverse developments affecting such sectors or industries. The Fund currently invests a significant portion of its assets in companies in the information technology and industrials sectors, although this may change over time.

TIAA-CREF U.S. Equity Funds ■ Prospectus 33

larger companies and are likely to have more limited resources, products and markets. Securities of small-cap companies often have lower overall liquidity than securities of larger companies as a result of there being a smaller market for their securities, which can have an adverse effect on the pricing of these securities and on the ability to sell these securities when Advisors deems it appropriate.

· 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 as well as armed conflicts 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 have lower liquidity and be more difficult to value than investments in U.S. issuers. Foreign investments may also be subject to risk of loss because of more or less foreign government regulation, less public information, less stringent investor protections and less stringent accounting, corporate governance, financial reporting and disclosure standards. Changes in the value of foreign currencies may make the return on an investment increase or decrease, unrelated to the quality or performance of the investment itself. The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other restrictions by the United States or other governments may also negatively impact the Fund’s investments. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate the Fund’s ability to purchase or sell certain foreign securities or groups of foreign securities, and/or thus may make the Fund’s investments in such securities less liquid (or illiquid) or more difficult to value. The type and severity of sanctions and other measures that may be imposed could vary broadly in scope, and their impact is impossible to predict.

34 Prospectus ■ TIAA-CREF U.S. Equity Funds

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 may vary from the other share classes. Below the bar chart are the best and worst returns of the Institutional Class for a calendar quarter during the full calendar-year periods covered by the bar chart. The performance table following the bar chart shows the Fund’s average annual total returns for the Institutional, Advisor, Premier, Retirement and Retail classes over the applicable one-year, five-year, ten-year and since-inception periods ended December 31, 2023, 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.

TIAA-CREF U.S. Equity Funds ■ Prospectus 35

index listed below is unmanaged, and you cannot invest directly in an index. The returns for the benchmark 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.org.

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)

Mid-Cap Growth Fund

PerformanceBarChartData(2014:7.74,2015:-0.63,2016:1.95,2017:26.21,2018:-8.17,2019:33.39,2020:45.33,2021:2.95,2022:-33.08,2023:21.45)

Best quarter: 32.24%, for the quarter ended June 30, 2020. Worst quarter: -25.60%, for the quarter ended June 30, 2022.

36 Prospectus ■ TIAA-CREF U.S. Equity Funds

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2023


		Inception date	One year		Five years		Ten years
Institutional Class		10/1/2002
	Return before taxes		21.45	%	10.16	%	7.45	%
	Return after taxes on distributions		21.40	%	8.19	%	4.98	%
	Return after taxes on distributions and sale of
	Fund shares		12.74	%	8.03	%	5.32	%
Advisor Class		12/4/2015
	Return before taxes		21.34	%	10.07	%	7.39	%^#
Premier Class		9/30/2009
	Return before taxes		21.28	%	10.00	%	7.29	%
Retirement Class		10/1/2002
	Return before taxes		21.16	%	9.89	%	7.18	%
Retail Class		10/1/2002
	Return before taxes		21.11	%	9.84	%	7.13	%

Russell Midcap^® Growth Index
(reflects no deductions for fees, expenses or taxes)			25.87	%	13.81	%	10.57	%

Current performance of the Fund’s shares may be higher or lower than that shown above.
^#	The performance shown for the Advisor Class that is prior to its inception date is based on performance of the Institutional Class. The performance for these periods has not been restated to reflect the actual expenses of the Advisor Class. If these actual expenses had been reflected, the performance of the Advisor Class shown for these periods would have been different because the Advisor Class has different expenses than 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, LLC.

Portfolio Managers. The following persons are primarily responsible for the management of the Fund on a day-to-day basis:



Name:	Terrence Kontos, CFA	Bihag Patel, CFA	Casey Weston, CFA
Title:	Managing Director	Managing Director	Senior Director
Experience on Fund:	since 2020	since 2023	since 2023

Purchase and sale of Fund shares

Institutional Class shares are available for purchase directly from the Fund by certain eligible investors (which include employee benefit plans and financial

TIAA-CREF U.S. Equity Funds ■ Prospectus 37

intermediaries). Advisor Class shares are available for purchase through certain financial intermediaries, employee benefit plans and insurance company separate accounts. Premier Class and Retirement Class shares are generally available for purchase through employee benefit plans, other types of savings plans or accounts and certain financial intermediaries. Retail Class shares are available for purchase through certain financial intermediaries or by contacting the Fund directly at www.tiaa.org or 800-223-1200.

· There are no minimum initial or subsequent investment requirements for Advisor Class, Premier Class or Retirement Class shares.

Tax information

Payments to broker-dealers and other financial intermediary compensation

38 Prospectus ■ TIAA-CREF U.S. Equity Funds

companies may also pay the financial 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 financial 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 U.S. Equity Funds ■ Prospectus 39

Summary information

TIAA-CREF Mid-Cap Value Fund

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

SHAREHOLDER FEES (fees paid directly from your investment)


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class
Maximum sales charge imposed on purchases (percentage of offering price)	0%	0%	0%	0%	0%
Maximum deferred sales charge	0%	0%	0%	0%	0%
Maximum sales charge imposed on reinvested dividends and other distributions	0%	0%	0%	0%	0%
Redemption or exchange fee	0%	0%	0%	0%	0%
Account maintenance fee (annual fee on accounts under $2,000)	0%	0%	0%	0%	$15.00

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


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class

Management fees	0.44%	0.44%	0.44%	0.44%	0.44%
Distribution (Rule 12b-1) fees	—	—	0.15%	—	0.25%
Other expenses	0.02%	0.12%	0.02%	0.27%	0.08%
Total annual Fund operating expenses	0.46%	0.56%	0.61%	0.71%	0.77%
Waivers and expense reimbursements¹	—	—	—	—	—
Total annual Fund operating expenses after fee waiver and/or expense reimbursement	0.46%	0.56%	0.61%	0.71%	0.77%

40 Prospectus ■ TIAA-CREF U.S. Equity Funds

Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, LLC, has contractually agreed to reimburse the Fund for any Total annual Fund operating expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses and extraordinary expenses) that exceed: (i) 0.55% of average daily net assets for Institutional Class shares; (ii) 0.70% of average daily net assets for Advisor Class shares; (iii) 0.70% of average daily net assets for Premier Class shares; (iv) 0.80% of average daily net assets for Retirement Class shares; and (v) 0.90% of average daily net assets for Retail Class shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2025, 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 fee waivers and/or expense reimbursements, remain the same. The example assumes that the Fund’s fee waiver and/or expense reimbursement arrangements will each remain in place for the duration noted in the table above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


	Institutional Class		Advisor Class		Premier Class		Retirement Class		Retail Class
1 year	$	47	$	57	$	62	$	73	$	79
3 years	$	148	$	179	$	195	$	227	$	246
5 years	$	258	$	313	$	340	$	395	$	428
10 years	$	579	$	701	$	762	$	883	$	954

Portfolio turnover

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^® Value Index, that the Fund’s investment adviser, Teachers Advisors, LLC (“Advisors”), believes appear undervalued by the market based on an evaluation of their potential worth. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes. Advisors considers medium-sized companies to be those

TIAA-CREF U.S. Equity Funds ■ Prospectus 41

companies whose market capitalizations fall within the range represented by the Russell Midcap Value Index at the time of the Fund’s investment.

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. Such conditions may add significantly to the risk of volatility in the net asset value (“NAV”) of the Fund’s shares and adversely affect the Fund and its investments. From time to time, the Fund may invest a significant portion of its assets in companies in one or more related sectors or industries, which would make the Fund more vulnerable to adverse developments affecting such sectors or industries. The Fund currently invests a significant portion of its assets in companies in the industrials and financials sectors, although this may change over time.

42 Prospectus ■ TIAA-CREF U.S. Equity Funds

· 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 as well as armed conflicts 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 have lower liquidity and be more difficult to value than investments in U.S. issuers. Foreign investments may also be subject to risk of loss because of more or less foreign government regulation, less public information, less stringent investor protections and less stringent accounting, corporate governance, financial reporting and disclosure standards. Changes in the value of foreign currencies may make the return on an investment increase or decrease, unrelated to the quality or performance of the investment itself. The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other restrictions by the United States or other governments may also negatively impact the Fund’s investments. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate the Fund’s ability to purchase or sell certain foreign securities or groups of foreign securities, and/or thus may make the Fund’s investments in such securities less liquid (or illiquid) or more difficult to value. The type and severity of sanctions and other measures that may be imposed could vary broadly in scope, and their impact is impossible to predict.

TIAA-CREF U.S. Equity Funds ■ Prospectus 43

The Fund may use more complex derivatives that might be particularly susceptible to liquidity, credit and counterparty risk. When investing in derivatives, the Fund may lose more than the principal amount invested.

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 may vary from the other share classes. Below the bar chart are the best and worst returns of the Institutional Class for a calendar quarter during the full calendar-year periods covered by the bar chart. The performance table following the bar chart shows the Fund’s average annual total returns for the Institutional, Advisor, Premier, Retirement and Retail classes over the applicable one-year, five-year, ten-year and since-inception periods ended December 31, 2023, 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.org.

44 Prospectus ■ TIAA-CREF U.S. Equity Funds

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)

Mid-Cap Value Fund

PerformanceBarChartData(2014:12.85,2015:-5.35,2016:17.4,2017:11.13,2018:-14.15,2019:27.05,2020:-4.19,2021:32.18,2022:-10.34,2023:11.39)

Best quarter: 21.51%, for the quarter ended December 31, 2020. Worst quarter: -34.38%, for the quarter ended March 31, 2020.

TIAA-CREF U.S. Equity Funds ■ Prospectus 45

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2023


		Inception date	One year		Five years		Ten years
Institutional Class		10/1/2002
	Return before taxes		11.39	%	9.95	%	6.75	%
	Return after taxes on distributions		10.94	%	7.22	%	4.28	%
	Return after taxes on distributions and sale of
	Fund shares		7.03	%	7.42	%	4.87	%
Advisor Class		12/4/2015
	Return before taxes		11.28	%	9.84	%	6.67	%^#
Premier Class		9/30/2009
	Return before taxes		11.19	%	9.79	%	6.59	%
Retirement Class		10/1/2002
	Return before taxes		11.13	%	9.68	%	6.49	%
Retail Class		10/1/2002
	Return before taxes		11.06	%	9.63	%	6.44	%

Russell Midcap^® Value Index
(reflects no deductions for fees, expenses or taxes)			12.71	%	11.16	%	8.26	%

Current performance of the Fund’s shares may be higher or lower than that shown above.
^#	The performance shown for the Advisor Class that is prior to its inception date is based on performance of the Institutional Class. The performance for these periods has not been restated to reflect the actual expenses of the Advisor Class. If these actual expenses had been reflected, the performance of the Advisor Class shown for these periods would have been different because the Advisor Class has different expenses than 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, LLC.

Portfolio Managers. The following persons are primarily responsible for the management of the Fund on a day-to-day basis:



Name:	David Chalupnik, CFA	Evan Staples, CFA	Karen Bowie, CFA	David Johnson, CFA
Title:	Senior Managing Director	Managing Director	Managing Director	Senior Director
Experience on Fund:	since 2020	since 2020	since 2024	since 2024

Purchase and sale of Fund shares

Institutional Class shares are available for purchase directly from the Fund by certain eligible investors (which include employee benefit plans and financial

46 Prospectus ■ TIAA-CREF U.S. Equity Funds

· There are no minimum initial or subsequent investment requirements for Advisor Class, Premier Class or Retirement Class shares.

Tax information

Payments to broker-dealers and other financial intermediary compensation

TIAA-CREF U.S. Equity Funds ■ Prospectus 47

48 Prospectus ■ TIAA-CREF U.S. Equity Funds

Summary information

TIAA-CREF Quant Small-Cap Equity Fund

Investment objective

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

Fees and expenses

SHAREHOLDER FEES (fees paid directly from your investment)


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class	Class W
Maximum sales charge imposed on purchases (percentage of offering price)	0%	0%	0%	0%	0%	0%
Maximum deferred sales charge	0%	0%	0%	0%	0%	0%
Maximum sales charge imposed on reinvested dividends and other distributions	0%	0%	0%	0%	0%	0%
Redemption or exchange fee	0%	0%	0%	0%	0%	0%
Account maintenance fee (annual fee on accounts under $2,000)	0%	0%	0%	0%	$15.00	0%

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


	Institutional Class	Advisor Class		Premier Class	Retirement Class	Retail Class	Class W

Management fees	0.40%	0.40%		0.40%	0.40%	0.40%	0.40%
Distribution (Rule 12b-1) fees	—	—		0.15%	—	0.25%	—
Other expenses	0.02%	0.10%	¹	0.02%	0.27%	0.07%	0.02%
Total annual Fund operating expenses	0.42%	0.50%		0.57%	0.67%	0.72%	0.42%
Waivers and expense reimbursements²	—	—		—	—	—	(0.42)%	³
Total annual Fund operating expenses after fee waiver and/or expense reimbursement	0.42%	0.50%		0.57%	0.67%	0.72%	0.00%

TIAA-CREF U.S. Equity Funds ■ Prospectus 49


1	Restated to reflect estimate for the current fiscal year.
2	Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, LLC, has contractually agreed to reimburse the Fund for any Total annual Fund operating expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses and extraordinary expenses) that exceed: (i) 0.53% of average daily net assets for Institutional Class shares; (ii) 0.68% of average daily net assets for Advisor Class shares; (iii) 0.68% of average daily net assets for Premier Class shares; (iv) 0.78% of average daily net assets for Retirement Class shares; (v) 0.88% of average daily net assets for Retail Class shares; and (vi) 0.53% of average daily net assets for Class W shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2025, unless changed with approval of the Board of Trustees.
3	Teachers Advisors, LLC has contractually agreed to waive and/or reimburse Class W’s Management fees and Other expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses, Trustee expenses and extraordinary expenses) in their entirety. Teachers Advisors, LLC expects these waiver and/or reimbursement arrangements to remain in effect indefinitely, unless changed or terminated with approval of the Board of Trustees.

Example


	Institutional Class		Advisor Class		Premier Class		Retirement Class		Retail Class		Class W
1 year	$	43	$	51	$	58	$	68	$	74	$	0
3 years	$	135	$	160	$	183	$	214	$	230	$	0
5 years	$	235	$	280	$	318	$	373	$	401	$	0
10 years	$	530	$	628	$	714	$	835	$	894	$	0

Portfolio turnover

Principal investment strategies

Under normal circumstances, the Fund invests at least 80% of its assets in small-cap equity securities. In seeking a favorable long-term total return, the Fund will invest in securities that the Fund’s investment adviser, Teachers Advisors,

50 Prospectus ■ TIAA-CREF U.S. Equity Funds

LLC (“Advisors”), believes have favorable prospects for significant long-term capital appreciation potential. A “small-cap” equity security is a security within the capitalization range of the companies included in the Fund’s benchmark index, the Russell 2000^® Index, at the time of purchase. The Fund invests primarily in equity securities of smaller domestic companies across a wide range of sectors, growth rates and valuations. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes.

The Fund seeks to add incremental return over its stated benchmark index, while also managing the relative risk of the Fund versus its benchmark index. Advisors uses proprietary quantitative models, or models utilizing econometric and mathematical techniques, based on financial and investment theories to evaluate and score a broad universe of stocks in which the Fund invests. These models typically weigh many different variables, including the valuation of the individual stock versus the market or its peers, future earnings and sustainable growth prospects, and the price and volume trends of the stock. The score is used to form the portfolio and the following additional inputs may also be considered: weightings of the stock and its corresponding sector in the benchmark, correlations between the performance of the stocks in the universe, and trading costs. The Fund may purchase foreign securities and securities issued in connection with reorganizations and other special situations.

The overall goal is to build a portfolio of stocks that generate a favorable long-term total return, while also managing the relative risk of the Fund versus its benchmark index. The Fund may also purchase and sell futures, options, swaps and other equity derivatives to carry out the Fund’s investment strategies. The Fund’s strategy is based upon Advisors’ understanding of the interplay of market factors and does not assure the Fund will perform as intended. The markets or the prices of individual securities may be affected by factors not taken into account in Advisors’ analysis.

Principal investment risks

TIAA-CREF U.S. Equity Funds ■ Prospectus 51

52 Prospectus ■ TIAA-CREF U.S. Equity Funds

· Illiquid Investments Risk—The risk that illiquid investments may be difficult to sell for the value at which they are carried, if at all, or at any price within the desired time frame.

Please see the non-summary portion of the Prospectus for more detailed information about the risks described above.

Past performance

TIAA-CREF U.S. Equity Funds ■ Prospectus 53

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

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)

Quant Small-Cap Equity Fund

PerformanceBarChartData(2014:6.92,2015:0.14,2016:19.97,2017:15.01,2018:-11.97,2019:23.86,2020:12.82,2021:25.06,2022:-15.44,2023:18.7)

Best quarter: 32.14%, for the quarter ended December 31, 2020. Worst quarter: -33.90%, for the quarter ended March 31, 2020.

54 Prospectus ■ TIAA-CREF U.S. Equity Funds

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2023


		Inception date	One year		Five years		Ten years
Institutional Class		10/1/2002
	Return before taxes		18.70	%	11.90	%	8.60	%
	Return after taxes on distributions		18.04	%	9.92	%	6.09	%
	Return after taxes on distributions and sale of
	Fund shares		11.41	%	9.08	%	6.13	%
Advisor Class		12/4/2015
	Return before taxes		18.70	%	11.80	%	8.53	%^#
Premier Class		9/30/2009
	Return before taxes		18.56	%	11.72	%	8.43	%
Retirement Class		10/1/2002
	Return before taxes		18.51	%	11.62	%	8.33	%
Retail Class		10/1/2002
	Return before taxes		18.43	%	11.58	%	8.28	%
Class W		9/28/2018
	Return before taxes		19.27	%	12.36	%	8.83	%^#

Russell 2000^® Index
(reflects no deductions for fees, expenses or taxes)			16.93	%	9.97	%	7.16	%

Current performance of the Fund’s shares may be higher or lower than that shown above.
^#	The performance shown for the Advisor Class and Class W that is prior to their respective inception dates is based on performance of the Institutional Class. The performance for these periods has not been restated to reflect the actual expenses of the Advisor Class and Class W. If these actual expenses had been reflected, the performance of these two classes shown for these periods would have been different because the Advisor Class and Class W have different expenses than 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, LLC.

Portfolio Managers. The following persons are primarily responsible for the management of the Fund on a day-to-day basis:



Name:	Pei Chen	Max Kozlov, CFA
Title:	Managing Director	Managing Director
Experience on Fund:	since 2016	since 2019

TIAA-CREF U.S. Equity Funds ■ Prospectus 55

Purchase and sale of Fund shares

· There are no minimum initial or subsequent investment requirements for Advisor Class, Premier Class, Retirement Class or Class W shares.

Tax information

56 Prospectus ■ TIAA-CREF U.S. Equity Funds

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

TIAA-CREF U.S. Equity Funds ■ Prospectus 57

Summary information

TIAA-CREF Quant Small/Mid-Cap Equity Fund

Investment objective

The Fund seeks a favorable long-term total return, mainly through capital appreciation.

Fees and expenses

SHAREHOLDER FEES (fees paid directly from your investment)


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class	Class W
Maximum sales charge imposed on purchases (percentage of offering price)	0%	0%	0%	0%	0%	0%
Maximum deferred sales charge	0%	0%	0%	0%	0%	0%
Maximum sales charge imposed on reinvested dividends and other distributions	0%	0%	0%	0%	0%	0%
Redemption or exchange fee	0%	0%	0%	0%	0%	0%
Account maintenance fee (annual fee on accounts under $2,000)	0%	0%	0%	0%	$15.00	0%

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


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class	Class W

Management fees	0.44%	0.44%	0.44%	0.44%	0.44%	0.44%
Distribution (Rule 12b-1) fees	—	—	0.15%	—	0.25%	—
Other expenses	0.03%	0.15%	0.05%	0.28%	0.10%	0.03%
Total annual Fund operating expenses	0.47%	0.59%	0.64%	0.72%	0.79%	0.47%
Waivers and expense reimbursements¹	—	—	—	—	—	(0.47)%	²
Total annual Fund operating expenses after fee waiver and/or expense reimbursement	0.47%	0.59%	0.64%	0.72%	0.79%	0.00%

58 Prospectus ■ TIAA-CREF U.S. Equity Funds


1	Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, LLC, has contractually agreed to reimburse the Fund for any Total annual Fund operating expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses and extraordinary expenses) that exceed: (i) 0.53% of average daily net assets for Institutional Class shares; (ii) 0.68% of average daily net assets for Advisor Class shares; (iii) 0.68% of average daily net assets for Premier Class shares; (iv) 0.78% of average daily net assets for Retirement Class shares; (v) 0.88% of average daily net assets for Retail Class shares; and (vi) 0.53% of average daily net assets for Class W shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2025, unless changed with approval of the Board of Trustees.
2	Teachers Advisors, LLC has contractually agreed to waive and/or reimburse Class W’s Management fees and Other expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses, Trustee expenses and extraordinary expenses) in their entirety. Teachers Advisors, LLC expects these waiver and/or reimbursement arrangements to remain in effect indefinitely, unless changed or terminated with approval of the Board of Trustees.

Example


	Institutional Class		Advisor Class		Premier Class		Retirement Class		Retail Class		Class W
1 year	$	48	$	60	$	65	$	74	$	81	$	0
3 years	$	151	$	189	$	205	$	230	$	252	$	0
5 years	$	263	$	329	$	357	$	401	$	439	$	0
10 years	$	591	$	738	$	798	$	894	$	978	$	0

Portfolio turnover

Principal investment strategies

Under normal circumstances, the Fund invests at least 80% of its assets in small-cap and mid-cap equity securities. In seeking a favorable long-term total return, the Fund will invest in securities that the Fund’s investment adviser, Teachers Advisors, LLC (“Advisors”), believes have favorable prospects for

TIAA-CREF U.S. Equity Funds ■ Prospectus 59

significant long-term capital appreciation potential. A “small-cap” or “mid-cap” equity security is a security within the capitalization range of the companies included in the Fund’s benchmark index, the Russell 2500^™ Index, at the time of purchase. As of December 31, 2023, the Russell 2500 Index had a mean market capitalization of $7.0 billion and a median market capitalization of $1.5 billion. The Fund invests primarily in equity securities of small- to mid-sized companies across a wide range of sectors, growth rates and valuations. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes.

The Fund seeks to add incremental return over its stated benchmark index, while also managing the relative risk of the Fund versus its benchmark index. Advisors uses proprietary quantitative models, or models utilizing econometric and mathematical techniques, based on financial and investment theories to evaluate and score a broad universe of stocks in which the Fund invests. These models typically weigh many different variables, including the valuation of the individual stock versus the market or its peers, future earnings and sustainable growth prospects, and the price and volume trends of the stock. The score is used to form the portfolio, and the following additional inputs may also be considered: weightings of the stock and its corresponding sector in the benchmark, correlations of the stocks in the universe and trading costs. The Fund may purchase foreign equity securities, denominated in U.S. dollars or in non-U.S. dollar currencies, and equity securities issued in connection with reorganizations and other special situations.

Principal investment risks

60 Prospectus ■ TIAA-CREF U.S. Equity Funds

or industries, which would make the Fund more vulnerable to adverse developments affecting such sectors or industries. The Fund currently invests a significant portion of its assets in companies in the industrials sector, although this may change over time.

· Illiquid Investments Risk—The risk that illiquid investments may be difficult to sell for the value at which they are carried, if at all, or at any price within the desired time frame.

TIAA-CREF U.S. Equity Funds ■ Prospectus 61

developing markets. Foreign investments may also have lower liquidity and be more difficult to value than investments in U.S. issuers. Foreign investments may also be subject to risk of loss because of more or less foreign government regulation, less public information, less stringent investor protections and less stringent accounting, corporate governance, financial reporting and disclosure standards. Changes in the value of foreign currencies may make the return on an investment increase or decrease, unrelated to the quality or performance of the investment itself. The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other restrictions by the United States or other governments may also negatively impact the Fund’s investments. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate the Fund’s ability to purchase or sell certain foreign securities or groups of foreign securities, and/or thus may make the Fund’s investments in such securities less liquid (or illiquid) or more difficult to value. The type and severity of sanctions and other measures that may be imposed could vary broadly in scope, and their impact is impossible to predict.

Please see the non-summary portion of the Prospectus for more detailed information about the risks described above.

Past performance

62 Prospectus ■ TIAA-CREF U.S. Equity Funds

for the Institutional, Advisor, Premier, Retirement, Retail and Class W classes over the applicable one-year, five-year, ten-year and since-inception periods ended December 31, 2023, 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.org.

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)

Quant Small/Mid-Cap Equity Fund

PerformanceBarChartData(2017:19.63,2018:-7.57,2019:29.95,2020:15.99,2021:32.04,2022:-16.41,2023:20.95)

Best quarter: 27.30%, for the quarter ended June 30, 2020. Worst quarter: -31.11%, for the quarter ended March 31, 2020.

TIAA-CREF U.S. Equity Funds ■ Prospectus 63

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2023


		Inception date	One year		Five years		Since inception
Institutional Class		8/5/2016
	Return before taxes		20.95	%	15.01	%	12.53	%
	Return after taxes on distributions		20.17	%	12.71	%	10.20	%
	Return after taxes on distributions and sale of
	Fund shares		12.84	%	11.50	%	9.43	%
Advisor Class		8/5/2016
	Return before taxes		20.81	%	14.89	%	12.46	%
Premier Class		8/5/2016
	Return before taxes		20.67	%	14.80	%	12.34	%
Retirement Class		8/5/2016
	Return before taxes		20.65	%	14.72	%	12.24	%
Retail Class		8/5/2016
	Return before taxes		20.48	%	14.59	%	12.11	%
Class W		9/28/2018
	Return before taxes		21.45	%	15.55	%	12.91	%^#

Russell 2500™ Index
(reflects no deductions for fees, expenses or taxes)			17.42	%	11.67	%	9.48	%^†

Current performance of the Fund’s shares may be higher or lower than that shown above.
^#	The performance shown for Class W that is prior to its inception date is based on performance of the Institutional Class. The performance for these periods has not been restated to reflect the actual expenses of Class W. If these actual expenses had been reflected, the performance of Class W shown for these periods would have been different because Class W has different expenses than the Institutional Class.
^†	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, LLC.

Portfolio Managers. The following persons are primarily responsible for the management of the Fund on a day-to-day basis:



Name:	Pei Chen	Max Kozlov, CFA
Title:	Managing Director	Managing Director
Experience on Fund:	since 2016	since 2019

64 Prospectus ■ TIAA-CREF U.S. Equity Funds

Purchase and sale of Fund shares

· There are no minimum initial or subsequent investment requirements for Advisor Class, Premier Class, Retirement Class or Class W shares.

Tax information

TIAA-CREF U.S. Equity Funds ■ Prospectus 65

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

66 Prospectus ■ TIAA-CREF U.S. Equity Funds

Summary information

TIAA-CREF Social Choice Equity Fund

Investment objective

The Fund seeks a favorable long-term total return that reflects the investment performance of the U.S. equity markets, as represented by the benchmark index, while giving special consideration to certain environmental, social and governance (“ESG”) criteria.

Fees and expenses

SHAREHOLDER FEES (fees paid directly from your investment)


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class
Maximum sales charge imposed on purchases (percentage of offering price)	0%	0%	0%	0%	0%
Maximum deferred sales charge	0%	0%	0%	0%	0%
Maximum sales charge imposed on reinvested dividends and other distributions	0%	0%	0%	0%	0%
Redemption or exchange fee	0%	0%	0%	0%	0%
Account maintenance fee (annual fee on accounts under $2,000)	0%	0%	0%	0%	$15.00

TIAA-CREF U.S. Equity Funds ■ Prospectus 67

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


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class

Management fees	0.15%	0.15%	0.15%	0.15%	0.15%
Distribution (Rule 12b-1) fees	—	—	0.15%	—	0.25%
Other expenses	0.03%	0.12%	0.05%	0.28%	0.06%
Total annual Fund operating expenses	0.18%	0.27%	0.35%	0.43%	0.46%
Waivers and expense reimbursements¹	—	—	—	—	—
Total annual Fund operating expenses after fee waiver and/or expense reimbursement	0.18%	0.27%	0.35%	0.43%	0.46%

Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, LLC, has contractually agreed to reimburse the Fund for any Total annual Fund operating expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses and extraordinary expenses) that exceed: (i) 0.22% of average daily net assets for Institutional Class shares; (ii) 0.37% of average daily net assets for Advisor Class shares; (iii) 0.37% of average daily net assets for Premier Class shares; (iv) 0.47% of average daily net assets for Retirement Class shares; and (v) 0.57% of average daily net assets for Retail Class shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2025, 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 fee waivers and/or expense reimbursements, remain the same. The example assumes that the Fund’s fee waiver and/or expense reimbursement arrangements will each remain in place for the duration noted in the table above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


	Institutional Class		Advisor Class		Premier Class		Retirement Class		Retail Class
1 year	$	18	$	28	$	36	$	44	$	47
3 years	$	58	$	87	$	113	$	138	$	148
5 years	$	101	$	152	$	197	$	241	$	258
10 years	$	230	$	343	$	443	$	542	$	579

Portfolio turnover

68 Prospectus ■ TIAA-CREF U.S. Equity Funds

During the fiscal year ended October 31, 2023, the Fund’s portfolio turnover rate was 15% 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. The Fund attempts to achieve the return of the U.S. stock market as represented by its benchmark, the S&P 500^® Index, while taking into consideration certain ESG criteria, which include criteria relating to carbon emissions and fossil fuel reserves. See “Additional information about the Fund’s benchmark index” in the non-summary portion of the Prospectus for more information about the Fund’s benchmark. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes.

TIAA-CREF U.S. Equity Funds ■ Prospectus 69

reserves ownership includes company disclosure and statements regarding ownership.

While Advisors generally invests in companies that meet the ESG criteria, it is not required to invest in every company that meets these criteria. In addition, concerns with respect to one ESG assessment category may not automatically eliminate an issuer from being considered an eligible Fund investment. The ESG criteria the Fund takes into consideration are non-fundamental investment policies and may be changed without the approval of the Fund’s shareholders.

The Fund is not restricted from investing in any securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The Fund may also invest in securities issued by other countries or their agencies or instrumentalities as approved by the Board of Trustees. The Fund may invest up to 15% of its assets in foreign investments.

Principal investment risks

70 Prospectus ■ TIAA-CREF U.S. Equity Funds

single issuer, industry or sector of the economy, or it may affect the market as a whole. Such conditions may add significantly to the risk of volatility in the net asset value (“NAV”) of the Fund’s shares and adversely affect the Fund and its investments. From time to time, the Fund may invest a significant portion of its assets in companies in one or more related sectors or industries, which would make the Fund more vulnerable to adverse developments affecting such sectors or industries. The Fund currently invests a significant portion of its assets in companies in the information technology sector, although this may change over time.

· 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 as well as armed conflicts 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 have lower liquidity and be more difficult to value than investments in U.S. issuers. Foreign investments may also be subject to risk of loss because of more or less foreign government regulation, less public information, less stringent investor protections and less stringent accounting, corporate governance, financial reporting and disclosure standards. Changes in the value of foreign currencies may make the return on an investment increase or decrease, unrelated to the quality or performance of the investment itself. The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other restrictions by the United States or other governments may also negatively impact the Fund’s investments. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate the Fund’s ability to purchase or sell certain foreign securities or groups of foreign securities, and/or thus may make the Fund’s investments in such securities less liquid (or illiquid) or more difficult to value. The type and severity of sanctions and other measures that may be imposed could vary broadly in scope, and their impact is impossible to predict.

TIAA-CREF U.S. Equity Funds ■ Prospectus 71

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 may vary from the other share classes. Below the bar chart are the best and worst returns of the Institutional Class for a calendar quarter during the full calendar-year periods covered by the bar chart. The performance table following the bar chart shows the Fund’s average annual total returns for the Institutional, Advisor, Premier, Retirement and Retail classes over the applicable one-year, five-year, ten-year and since-inception periods ended December 31, 2023, 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.

72 Prospectus ■ TIAA-CREF U.S. Equity Funds

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

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)

Social Choice Equity Fund

PerformanceBarChartData(2014:11.25,2015:-2.39,2016:13.51,2017:20.93,2018:-5.53,2019:31.49,2020:20.34,2021:26.46,2022:-17.77,2023:22.49)

Best quarter: 22.26%, for the quarter ended June 30, 2020. Worst quarter: -20.49%, for the quarter ended March 31, 2020.

TIAA-CREF U.S. Equity Funds ■ Prospectus 73

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2023


		Inception date	One year		Five years		Ten years
Institutional Class		7/1/1999
	Return before taxes		22.49	%	15.05	%	11.00	%
	Return after taxes on distributions		20.87	%	13.60	%	9.58	%
	Return after taxes on distributions and sale of
	Fund shares		14.38	%	11.91	%	8.69	%
Advisor Class		12/4/2015
	Return before taxes		22.41	%	14.96	%	10.94	%^#
Premier Class		9/30/2009
	Return before taxes		22.35	%	14.87	%	10.83	%
Retirement Class		10/1/2002
	Return before taxes		22.20	%	14.76	%	10.72	%
Retail Class		3/31/2006
	Return before taxes		22.19	%	14.75	%	10.70	%

S&P 500^® Index
(reflects no deductions for fees, expenses or taxes)			26.29	%	15.69	%	12.03	%

Russell 3000^® Index
(reflects no deductions for fees, expenses or taxes)			25.96	%	15.16	%	11.48	%

Current performance of the Fund’s shares may be higher or lower than that shown above.
^#	The performance shown for the Advisor Class that is prior to its inception date is based on performance of the Institutional Class. The performance for these periods has not been restated to reflect the actual expenses of the Advisor Class. If these actual expenses had been reflected, the performance of the Advisor Class shown for these periods would have been different because the Advisor Class has different expenses than 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.

Previously, the Fund compared its performance to the Russell 3000 Index, instead of the S&P 500 Index shown in the chart above. The returns of the S&P 500 Index are more appropriate for comparison purposes due to a change in the Fund’s investment strategies to attempt to achieve the return of the U.S. stock market as represented by the S&P 500 Index, while taking into consideration certain ESG criteria, which include criteria related to carbon emissions and fuel reserves.

Portfolio management

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

Portfolio Managers. The following persons are primarily responsible for the management of the Fund on a day-to-day basis:

74 Prospectus ■ TIAA-CREF U.S. Equity Funds



Name:	Philip James (Jim) Campagna, CFA	Lei Liao, CFA	Darren Tran, CFA
Title:	Managing Director	Managing Director	Managing Director
Experience on Fund:	since 2005	since 2014	since 2022

Purchase and sale of Fund shares

· There are no minimum initial or subsequent investment requirements for Advisor Class, Premier Class or Retirement Class shares.

Tax information

TIAA-CREF U.S. Equity Funds ■ Prospectus 75

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

76 Prospectus ■ TIAA-CREF U.S. Equity Funds

Summary information

TIAA-CREF Social Choice Low Carbon Equity Fund

Investment objective

The Fund seeks a favorable long-term total return that reflects the investment performance of the overall U.S. stock market while giving special consideration to certain environmental, social, and governance criteria (“ESG”), which include additional criteria relating to carbon emissions and fossil fuel reserves.

Fees and expenses

SHAREHOLDER FEES (fees paid directly from your investment)


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class
Maximum sales charge imposed on purchases (percentage of offering price)	0%	0%	0%	0%	0%
Maximum deferred sales charge	0%	0%	0%	0%	0%
Maximum sales charge imposed on reinvested dividends and other distributions	0%	0%	0%	0%	0%
Redemption or exchange fee	0%	0%	0%	0%	0%
Account maintenance fee (annual fee on accounts under $2,000)	0%	0%	0%	0%	$15.00

TIAA-CREF U.S. Equity Funds ■ Prospectus 77

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


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class

Management fees	0.25%	0.25%	0.25%	0.25%	0.25%
Distribution (Rule 12b-1) fees	—	—	0.15%	—	0.25%
Other expenses	0.05%	0.15%	0.05%	0.30%	0.08%
Total annual Fund operating expenses	0.30%	0.40%	0.45%	0.55%	0.58%
Waivers and expense reimbursements¹	—	—	—	—	—
Total annual Fund operating expenses after fee waiver and/or expense reimbursement	0.30%	0.40%	0.45%	0.55%	0.58%

Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, LLC, has contractually agreed to reimburse the Fund for any Total annual Fund operating expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses and extraordinary expenses) that exceed: (i) 0.32% of average daily net assets for Institutional Class shares; (ii) 0.47% of average daily net assets for Advisor Class shares; (iii) 0.47% of average daily net assets for Premier Class shares; (iv) 0.57% of average daily net assets for Retirement Class shares; and (v) 0.67% of average daily net assets for Retail Class shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2025, 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 fee waivers and/or expense reimbursements, remain the same. The example assumes that the Fund’s fee waiver and/or expense reimbursement arrangements will each remain in place for the duration noted in the table above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


	Institutional Class		Advisor Class		Premier Class		Retirement Class		Retail Class
1 year	$	31	$	41	$	46	$	56	$	59
3 years	$	97	$	128	$	144	$	176	$	186
5 years	$	169	$	224	$	252	$	307	$	324
10 years	$	381	$	505	$	567	$	689	$	726

Portfolio turnover

78 Prospectus ■ TIAA-CREF U.S. Equity Funds

During the fiscal year ended October 31, 2023, the Fund’s portfolio turnover rate was 26% 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. The Fund attempts to achieve investment results that reflect the return of the U.S. stock market as represented by its benchmark index, the Russell 3000^® Index, while taking into consideration certain ESG criteria, which include additional criteria relating to carbon emissions and fossil fuel reserves. See “Additional information about the Fund’s benchmark index” in the non-summary portion of the Prospectus for more information about the Fund’s benchmark. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes.

TIAA-CREF U.S. Equity Funds ■ Prospectus 79

reserves ownership includes company disclosure and statements regarding ownership.

Investing on the basis of ESG criteria is qualitative and subjective by nature. There can be no assurance that every Fund investment will meet ESG criteria, or will do so at all times, or that the ESG criteria or any judgement exercised by Advisors will reflect the beliefs or values of any particular investor.

Principal investment risks

80 Prospectus ■ TIAA-CREF U.S. Equity Funds

· 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 as well as armed conflicts 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 have lower liquidity and be more difficult to value than investments in U.S. issuers. Foreign investments may also be subject to risk of loss because of more or less foreign government regulation, less public information, less stringent investor protections and less stringent accounting, corporate governance, financial reporting and disclosure standards. Changes in the value of foreign currencies may make the return on an investment increase or decrease, unrelated to the quality or performance of the investment itself. The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other restrictions by the United States or other governments may also negatively impact the Fund’s investments. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate the Fund’s ability to purchase or sell certain foreign securities or groups of foreign securities, and/or thus may make the Fund’s investments in such securities less liquid (or illiquid) or more difficult to value. The type and severity of sanctions and other measures that may be imposed could vary broadly in scope, and their impact is impossible to predict.

TIAA-CREF U.S. Equity Funds ■ Prospectus 81

Please see the non-summary portion of the Prospectus for more detailed information about the risks described above.

Past performance

The following chart and table help illustrate some of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year. The bar chart shows the annual total returns of the Institutional Class of the Fund, before taxes, in each full calendar year since inception of the Institutional Class. Because the expenses vary across share classes, the performance of the Institutional Class may vary from the other share classes. Below the bar chart are the best and worst returns of the Institutional Class for a calendar quarter during the full calendar-year periods covered by the bar chart. The performance table following the bar chart shows the Fund’s average annual total returns for the Institutional, Advisor, Premier, Retirement and Retail classes over the applicable one-year, five-year, ten-year and since-inception periods ended December 31, 2023, 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.

82 Prospectus ■ TIAA-CREF U.S. Equity Funds

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

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)

Social Choice Low Carbon Equity Fund

PerformanceBarChartData(2016:12.85,2017:20.86,2018:-5.82,2019:32.22,2020:22.34,2021:25.89,2022:-18.19,2023:23.19)

Best quarter: 22.37%, for the quarter ended June 30, 2020. Worst quarter: -19.97%, for the quarter ended March 31, 2020.

TIAA-CREF U.S. Equity Funds ■ Prospectus 83

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2023


		Inception date	One year		Five years		Since inception
Institutional Class		8/7/2015
	Return before taxes		23.19	%	15.47	%	12.00	%
	Return after taxes on distributions		22.63	%	14.64	%	11.15	%
	Return after taxes on distributions and sale of
	Fund shares		14.03	%	12.34	%	9.64	%
Advisor Class		12/4/2015
	Return before taxes		23.05	%	15.35	%	11.90	%^#
Premier Class		8/7/2015
	Return before taxes		22.99	%	15.30	%	11.85	%
Retirement Class		8/7/2015
	Return before taxes		22.82	%	15.17	%	11.72	%
Retail Class		8/7/2015
	Return before taxes		22.82	%	15.13	%	11.65	%

Russell 3000^® Index
(reflects no deductions for fees, expenses or taxes)			25.96	%	15.16	%	11.92	%^†

Current performance of the Fund’s shares may be higher or lower than that shown above.
^#	The performance shown for the Advisor Class that is prior to its inception date is based on performance of the Institutional Class. The performance for these periods has not been restated to reflect the actual expenses of the Advisor Class. If these actual expenses had been reflected, the performance of the Advisor Class shown for these periods would have been different because the Advisor Class has different expenses than the Institutional Class.
^†	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, LLC.

Portfolio Managers. The following persons are primarily responsible for the management of the Fund on a day-to-day basis:



Name:	Philip James (Jim) Campagna, CFA	Lei Liao, CFA	Darren Tran, CFA
Title:	Managing Director	Managing Director	Managing Director
Experience on Fund:	since 2015	since 2015	since 2022

Purchase and sale of Fund shares

Institutional Class shares are available for purchase directly from the Fund by certain eligible investors (which include employee benefit plans and financial

84 Prospectus ■ TIAA-CREF U.S. Equity Funds

· There are no minimum initial or subsequent investment requirements for Advisor Class, Premier Class or Retirement Class shares.

Tax information

Payments to broker-dealers and other financial intermediary compensation

TIAA-CREF U.S. Equity Funds ■ Prospectus 85

Additional information about investment strategies and risks of the Funds

Additional information about the Funds

As noted in the “Principal investment strategies” sections of this Prospectus, some Funds may have a policy of normally investing at least 80% of their assets (net assets, plus the amount of any borrowings for investment purposes) in the type of securities suggested by their names. Certain derivative instruments that have economic characteristics similar to the securities included in a Fund’s 80% investment policy may be included in the Fund’s 80% policy. Derivative instruments will also generally be valued on a mark-to-market basis. Shareholders (other than shareholders of the Growth & Income Fund) will receive at least 60 days’ prior written notice before changes are made to this 80% policy.

The environmental, social and governance (“ESG”) criteria utilized by the Social Choice Equity Fund and the Social Choice Low Carbon Equity Fund evaluate issuers of equity securities in connection with certain environmental, social and governance assessment categories in reliance on input from ESG vendor(s). Examples of environmental assessment categories are: climate change, natural resource use, waste management and environmental opportunities. Social evaluation categories include human capital, product safety and social opportunities. Governance assessment categories include corporate governance, business ethics and government and public policy. How well companies adhere to international norms and principles and involvement in major ESG controversies (examples of which may relate to the environment, customers, human rights and community, labor rights and supply chain, and governance) are other considerations. Subject to Board review, the Funds have the right to change the ESG vendor(s) at any time and to change the number of vendors providing this service. While the Social Choice Equity Fund and Social Choice Low Carbon Equity Fund favor companies that (1) demonstrate leadership in managing and mitigating their current carbon emissions and (2) do not have evidence of fossil

86 Prospectus ■ TIAA-CREF U.S. Equity Funds

fuel reserves ownership, regardless of industry, the Funds may invest in companies that are engaged in the extraction, storage and transportation of fossil fuels as long as they also meet the aforementioned criteria.

The use of a particular index as a Fund’s benchmark index is not a fundamental policy and can be changed by the Board of Trustees without shareholder approval.

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

There can be no assurances that a Fund will achieve its investment objective and investors should not consider an investment in any one 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 Funds

The Funds invest 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 a Fund may increase or decrease as a result of its exposure to investments in equity securities and other instruments. The fact that a particular risk below is not specifically identified as being heightened under current conditions does not mean that the risk is not greater than under normal conditions. More specifically, each Fund may be subject to the following principal investment risks:

· Benchmark Risk—The risk that the performance of the Social Choice Equity Fund and the Social Choice Low Carbon Equity Fund may not correspond to, or may underperform, their benchmark index for any period of time. Although

TIAA-CREF U.S. Equity Funds ■ Prospectus 87

each Fund attempts to use the investment performance of its index as a baseline, it may not duplicate the exact composition of that index. In addition, unlike a mutual fund, the returns of an index are not reduced by investment and other operating expenses, and therefore, the ability of an indexed fund to match the performance of its index is adversely affected by the costs of buying and selling investments as well as other expenses.

88 Prospectus ■ TIAA-CREF U.S. Equity Funds

futures, options and swaps which may trade on established markets. Unanticipated changes in interest rates, securities prices or currency exchange rates may result in poorer overall performance of a Fund than if it had not entered into derivatives transactions. The potential for loss as a result of investing in derivatives, and the speed at which such losses can be realized, may be greater than investing directly in the underlying security or other instrument. Derivatives can create leverage by magnifying investment losses or gains, and a Fund could lose more than the amount invested.

· ESG Risk—The risk that because the Social Choice Equity Fund and Social Choice Low Carbon Equity Fund’s ESG criteria exclude securities of certain issuers for nonfinancial reasons, the Funds may forgo some market opportunities available to funds that do not use these criteria. Advisors’ evaluation of ESG criteria in connection with its management of the Funds may also cause the Funds’ performance to differ from funds that do not use such criteria. Sustainability data, including sustainability data obtained from independent research vendor(s), may be incomplete, inaccurate, inconsistent or unavailable, which could adversely affect the analysis of a particular investment. It is possible that the investments identified by Advisors as being aligned with its ESG criteria will not operate as expected or that, because the assessment of whether an issuer meets the ESG criteria is conducted at the time of investment, an issuer initially meeting the criteria will not continue to do so over time. Investors may differ in their view of whether a particular investment fits within the ESG criteria and, as a result, the Funds may invest in issuers that do not reflect the beliefs and/or values of any particular investor. The decision not to invest in certain investments as a result of the ESG criteria may adversely affect Fund performance at times when such investments are performing well. The regulatory landscape with respect to ESG investing in the U.S. is still under development and, as a result, future regulations and/or rules adopted by applicable regulators could require the Funds to change or adjust their investment process with respect to ESG investing.

TIAA-CREF U.S. Equity Funds ■ Prospectus 89

evaluating some foreign economic trends; and (10) the possibility that a foreign government could restrict an issuer from paying principal and interest to investors outside the country. Additionally, to the extent that the underlying securities held by a Fund trade on foreign exchanges or in foreign markets that may be closed when the U.S. markets are open, there are likely to be deviations between the current price of an underlying security and the last quoted price for the underlying security. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate a Fund’s ability to purchase or sell certain foreign securities or groups of foreign securities, and/or thus may make the Fund’s investments in such securities less liquid (or illiquid) or more difficult to value. The type and severity of sanctions and other similar measures, including counter sanctions and other retaliatory actions, that may be imposed could vary broadly in scope, and their impact is impossible to predict. In some cases, as a result of economic sanctions and other similar governmental actions or developments, a Fund may be forced to sell or otherwise dispose of foreign investments at inopportune times or prices. The imposition of sanctions could, among other things, cause a decline in the value and/or liquidity of securities issued by the sanctioned country or companies located in or economically tied to the sanctioned country and increase market volatility and disruption in the sanctioned country and throughout the world. Sanctions and other similar measures could limit or prevent a Fund from buying and selling securities (in the sanctioned country and other markets), significantly delay or prevent the settlement of securities transactions, and significantly impact the Fund’s liquidity and performance. Sanctions and other similar measures may be in place for a substantial period of time and enacted with limited advanced notice. Brokerage commissions and custodial and transaction costs are often higher for foreign investments, and it may be difficult to use foreign laws and courts to enforce financial or legal obligations. To the extent a Fund invests in depositary receipts, the Fund will be subject to many of the same risks as when investing directly in non-U.S. securities. The holder of an unsponsored depositary receipt may have limited voting rights and may not receive as much information about the issuer of the underlying securities as would the holder of a sponsored depositary receipt.

90 Prospectus ■ TIAA-CREF U.S. Equity Funds

less stable and more likely to take extra-legal action with respect to companies, industries, assets, or foreign ownership than those in more developed markets. Moreover, it can be more difficult for investors to bring litigation or enforce judgments against issuers in emerging markets or for U.S. regulators to bring enforcement actions against such issuers. Because the financial markets of emerging market countries may be very small, prices of issuers in emerging market countries may be volatile and difficult to determine. In addition, foreign investors such as a Fund are subject to a variety of special restrictions in many such countries. The economies of some emerging markets may be particularly exposed to or affected by a certain industry or sector, and therefore issuers and/or securities of such emerging markets may be more affected by the performance of such industries or sectors.

TIAA-CREF U.S. Equity Funds ■ Prospectus 91

financial markets may also be affected by government intervention and political, social, health, economic or market developments. During periods of market stress, a Fund’s assets could potentially experience significant levels of illiquidity.

· Issuer Risk (often called Financial Risk)—The risk that the issuer’s earnings prospects, credit rating 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. 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.

· Low-Carbon Risk—The risk that because the Social Choice Equity and Social Choice Low Carbon Equity Funds’ investment strategies include a special emphasis on companies with low current carbon emissions and an absence of fossil fuel reserves ownership, the Funds’ portfolio might exclude certain issuers for nonfinancial reasons and a Fund may forgo some market opportunities that otherwise would be available.

· 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, the availability of credit and the occurrence of other factors, such as natural disasters or public health emergencies (pandemics and epidemics) as well as armed conflict. There is an increased likelihood that these types of events or conditions can, sometimes rapidly and unpredictably, result in a variety of adverse developments and circumstances, such as reduced liquidity, supply chain disruptions and market volatility, as well as increased general uncertainty and broad ramifications for markets, economies, issuers, businesses in many sectors and societies globally. Accordingly, the value of the equity investments that the Funds hold 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. Such conditions may add significantly to the risk of volatility in the NAV of the Fund’s shares and adversely affect the Fund and its investments. 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

92 Prospectus ■ TIAA-CREF U.S. Equity Funds

unusual volatility or turmoil in the financial markets, a Fund may undergo an extended period of decline. From time to time, a Fund may invest a significant portion of its assets in companies in one or more related sectors or industries, which would make the Fund more vulnerable to adverse developments affecting such sectors or industries.

· Financials Sector Risk—A Fund may invest a significant portion of its assets in the financials sector. Securities of companies in the financials sector may be significantly affected by changes in interest rates, government regulation, the rate of defaults on corporate, consumer and government debt, the availability and cost of capital, and the impact of more stringent capital requirements. A Fund may be adversely affected by events or developments negatively impacting the financials sector or issuers within the financials sector.

· Non-Diversification Risk—The Large-Cap Growth Fund is considered to be non-diversified under the Investment Company Act of 1940, as amended (the

TIAA-CREF U.S. Equity Funds ■ Prospectus 93

“1940 Act”). Non-diversified status means that the Fund can invest a greater percentage of its assets in the securities of a single issuer than a diversified fund. Investing in a non-diversified fund involves greater risk than investing in a diversified fund because a loss in value of a particular investment may have a greater effect on the fund’s return since that investment may represent a larger portion of the fund’s total portfolio assets, which could lead to greater volatility in the fund’s returns.

94 Prospectus ■ TIAA-CREF U.S. Equity Funds

securities due to the high degree of uncertainty associated with such events. If the anticipated benefits of such developments do not ultimately materialize, the value of a special situation company may decline. As a result, 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. Also, transactions may take longer than originally anticipated, resulting in lower annualized returns than contemplated at the time of investment. The following types of companies, for example, are more likely to experience special situations: smaller companies, emerging growth companies, and early development stage companies. Also, companies with any of the following characteristics are more likely to experience special situations: participating in an initial public offering, operating at a loss, or having little or no revenue history.

· 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. Accordingly, a stock with growth characteristics can have sharp price declines due to decreases in current or expected earnings and may lack dividends that can help cushion its share price in a declining market. In addition, growth stocks, at times, may not perform as well as value stocks or the stock market in general and may be out of favor with investors for varying periods of time.

· 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 associated with the issuer or industry, they were appropriately priced when acquired and therefore do not perform as anticipated. Value investing has gone in and out of favor during past market cycles and, when value investing is out of favor, the securities of value companies may underperform the securities of other companies.

TIAA-CREF U.S. Equity Funds ■ Prospectus 95

be no assurances that a Fund will achieve its investment objective. You should not consider any Fund to be a complete investment program.

Global economic risk

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income and repaid principal is expected to be worth less when received by a Fund. The risk of inflation is greater for debt instruments with longer maturities and especially those that pay a fixed rather than variable interest rate. In addition, this risk may be significantly elevated compared to normal conditions because of monetary policy measures and the current interest rate environment and level of government intervention and spending.

Cybersecurity risk

Additional information about the Funds’ benchmark indices

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

S&P 500 Index

This is the benchmark index for the Growth & Income Fund and the Social Choice Equity 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 80% coverage (by market capitalization) of U.S. equities. As of December 31, 2023, the market capitalization of companies in the S&P 500 Index ranged from $4.9 billion to $3.0 trillion, with a mean market capitalization of $83.6 billion and a median market capitalization of $33.5 billion. Standard & Poor’s determines the composition of the index based on a combination of factors

TIAA-CREF U.S. Equity Funds ■ Prospectus 97

including market capitalization, liquidity and industry group representation, and can change its composition at any time.

Russell 1000 Growth Index

This is the benchmark index for the Large-Cap Growth Fund. 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 (according to Frank Russell Company (“Russell”)). 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, 2023, the Russell 1000 Growth Index had a mean market capitalization of $1.1 trillion and a median market capitalization of $18.1 billion. The largest market capitalization of companies in the Russell 1000 Growth Index was $3.0 trillion. Russell determines the composition of the index based on certain factors and can change its composition at any time.

Russell 1000 Value Index

This is the benchmark index for the Large-Cap Value Fund. 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 Russell). The Russell 1000 Value Index contains higher weightings of roughly one-third of the Russell 1000 Index 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, 2023, the Russell 1000 Value Index had a mean market capitalization of $140.0 billion and a median market capitalization of $13.1 billion. The largest market capitalization of companies in the Russell 1000 Value Index was $779.0 billion. Russell determines the composition of the index based on certain factors and can change the index’s composition at any time.

Russell Midcap Growth Index

This is the benchmark index for the Mid-Cap Growth Fund. 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 Russell). The Russell Midcap Growth Index contains higher weightings of roughly one-third of these 800 Russell Midcap Index 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

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and health care. As of December 31, 2023, the Russell Midcap Growth Index had a mean market capitalization of $28.4 billion and a median market capitalization of $12.3 billion. The largest market capitalization of companies in the Russell Midcap Growth Index was $73.3 billion. Russell determines the composition of the index based on certain factors and can change its composition at any time.

Russell Midcap Value Index

This is the benchmark index for the Mid-Cap Value Fund. The Russell Midcap Value 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 Russell). The Russell Midcap Value Index contains higher weightings of roughly one-third of these 800 Russell Midcap securities with lower relative growth rates and price/book values and lower weightings of the roughly middle third of companies. The Russell Midcap Value Index has higher weightings in those sectors of the market with typically lower relative valuations, including sectors such as financial services and utilities. As of December 31, 2023, the Russell Midcap Value Index had a mean market capitalization of $23.1 billion and a median market capitalization of $10.2 billion. The largest market capitalization of companies in the Russell Midcap Value Index was $73.3 billion. Russell determines the composition of the index based on certain factors and can change its composition at any time.

Russell 2000 Index

This is the benchmark index for the Quant Small-Cap Equity Fund. The Russell 2000 Index represents the largest 2,000 U.S. equities in market capitalization following the top 1,000 U.S. equities (according to Russell). As of December 31, 2023, the Russell 2000 Index had a mean market capitalization of $3.3 billion and a median market capitalization of $1.0 billion. The largest market capitalization of companies in the Russell 2000 Index was $15.0 billion. Russell determines the composition of the index based on certain factors and can change its composition at any time.

Russell 2500 Index

This is the benchmark index for the Quant Small/Mid-Cap Equity Fund. The Russell 2500 Index is a broad index featuring 2,500 stocks that cover the small- and mid-cap market capitalizations. The Russell 2500 is a market cap weighted index that includes the smallest 2,500 companies covered in the Russell 3000 universe of United States-based listed equities. As of December 31, 2023, the Russell 2500 Index had a mean market capitalization of $7.0 billion and a median market capitalization of $1.5 billion. The largest market capitalization of companies in the Russell 2500 Index was $22.3 billion. Russell determines the composition of the index based on certain factors and can change its composition at any time.

TIAA-CREF U.S. Equity Funds ■ Prospectus 99

Russell 3000 Index

This is the benchmark index for the Social Choice Low Carbon Equity Fund. The Russell 3000 Index represents the 3,000 largest publicly traded U.S. companies, based on market capitalization (according to Russell). Russell 3000 Index companies represent about 96% of the total market capitalization of the publicly traded U.S. equity market. As of December 31, 2023, the Russell 3000 Index had a mean market capitalization of $630.2 billion and a median market capitalization of $2.2 billion. The largest market capitalization of companies in the Russell 3000 Index was $3.0 trillion. Russell determines the composition of the index based only on market capitalization and can change its composition at any time.

Additional information on investment strategies of the Funds

Each Fund may write (sell) call options, including covered call options, and purchase call and put options, to try to enhance income, reduce portfolio volatility or protect gains in its portfolio. Such options may include put and call options on securities of the types in which a Fund may invest and on securities indices composed of such securities. In writing (selling) call options, a Fund may give up the opportunity to profit on a security if the market price of the security rises and the option is exercised and, conversely, the premiums received from call options sold may not reduce the extent of Fund losses during periods of market decline. In purchasing call and put options, a Fund may purchase a call or put option that expires with no value due to the market price of the security remaining below or above, as applicable, the strike price of the option. In such an event, a Fund would lose the value of the premium paid for the call or put option but would also receive no economic benefit from the purchase or sale, as applicable, of the security. Each Fund can also write (sell) put options. In writing put options, a Fund may experience losses on a security if the market price of the security declines and the option is exercised and, conversely, the premiums received from put options sold may not reduce the extent of Fund losses during periods of market decline.

In addition, each Fund may buy and sell futures contracts on securities indices composed of securities of the types in which it may invest, and put and call

100 Prospectus ■ TIAA-CREF U.S. Equity Funds

options on such futures contracts. Each Fund may use such futures contracts and options on futures contracts for hedging or cash management purposes, or to seek increased total return. Futures contracts permit a Fund to gain or reduce 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 exposure, a Fund may also enter into forward currency contracts and currency swaps and may buy or sell put and call options and futures contracts on foreign currencies.

Each Fund can invest in other derivatives, 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 are consistent with a particular Fund’s investment objective, restrictions and policies and current regulations, except that such instruments, as well as ETFs used for cash management purposes, will not be subject to the Social Choice Equity Fund’s and Social Choice Low Carbon Equity Fund’s ESG criteria, but may, in the case of ETFs, be subject to other ESG criteria. Changes in regulation relating to a registered investment company’s use of derivatives could potentially limit or impact the Funds’ ability to invest in derivatives and adversely affect the value or performance of derivatives and the Funds. Each Fund may invest in derivatives for hedging purposes or to enhance investment return.

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

TIAA-CREF U.S. Equity Funds ■ Prospectus 101

Portfolio holdings

A description of the Funds’ policies and procedures with respect to the disclosure of their portfolio holdings is available in the Funds’ SAI.

Portfolio turnover

Investments by funds of funds

102 Prospectus ■ TIAA-CREF U.S. Equity Funds

strategy or otherwise, may result in a Fund having to sell securities or invest cash when it otherwise would not do so. Such transactions could increase a Fund’s transaction costs, accelerate the realization of taxable income if sales of securities resulted in gains, and, in extreme cases, could threaten the continued viability of the Funds to operate as intended. As a result of the TCF Funds of Funds’ or unaffiliated funds of funds’ investment in certain Funds, such Funds may be limited in their ability to invest in other registered funds and private funds.

Share classes

Management of the Funds

The Funds’ investment adviser

TIAA-CREF U.S. Equity Funds ■ Prospectus 103

Funds 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 Funds. In addition, Advisors has contractually agreed to reimburse each Fund for any Total annual Fund operating expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses and extraordinary expenses) that exceed certain amounts, as stated in the “Fees and expenses” section of each Fund in this Prospectus. These expense reimbursement arrangements will continue through at least February 28, 2025, unless changed with approval of the Board of Trustees. The Funds also pay Advisors for certain administrative services that Advisors provides to the Funds on an at-cost basis.

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

INVESTMENT MANAGEMENT FEES


			Effective
		Fee rate	annual fee rate
	Assets under	(average daily	(fiscal year ended
	management (billions)	net assets)	October 31, 2023)
Growth & Income Fund			0.40%
	$0.0—$1.0	0.45%
	Over $1.0—$2.0	0.42%
	Over $2.0—$4.0	0.39%
	Over $4.0—$7.0	0.36%
	Over $7.0—$10.0	0.33%
	Over $10.0	0.30%

Large-Cap Growth Fund			0.40%
	$0.0—$1.0	0.45%
	Over $1.0—$2.0	0.42%
	Over $2.0—$4.0	0.39%
	Over $4.0—$7.0	0.36%
	Over $7.0—$10.0	0.33%
	Over $10.0	0.30%

104 Prospectus ■ TIAA-CREF U.S. Equity Funds


			Effective
		Fee rate	annual fee rate
	Assets under	(average daily	(fiscal year ended
	management (billions)	net assets)	October 31, 2023)
Large-Cap Value Fund			0.40%
	$0.0—$1.0	0.45%
	Over $1.0—$2.0	0.42%
	Over $2.0—$4.0	0.39%
	Over $4.0—$7.0	0.36%
	Over $7.0—$10.0	0.33%
	Over $10.0	0.30%

Mid-Cap Growth Fund			0.46%
	$0.0—$0.5	0.48%
	Over $0.5—$0.75	0.46%
	Over $0.75—$1.0	0.44%
	Over $1.0—$2.0	0.41%
	Over $2.0—$4.0	0.38%
	Over $4.0—$7.0	0.35%
	Over $7.0—$10.0	0.32%
	Over $10.0	0.29%

Mid-Cap Value Fund			0.44%
	$0.0—$0.5	0.48%
	Over $0.5—$0.75	0.46%
	Over $0.75—$1.0	0.44%
	Over $1.0—$2.0	0.41%
	Over $2.0—$4.0	0.38%
	Over $4.0—$7.0	0.35%
	Over $7.0—$10.0	0.32%
	Over $10.0	0.29%

Quant Small-Cap Equity Fund			0.40%
	$0.0—$0.5	0.46%
	Over $0.5—$0.75	0.44%
	Over $0.75—$1.0	0.42%
	Over $1.0—$2.0	0.39%
	Over $2.0—$4.0	0.36%
	Over $4.0—$7.0	0.33%
	Over $7.0—$10.0	0.30%
	Over $10.0	0.27%

Quant Small/Mid-Cap Equity Fund			0.44%
	$0.0—$0.5	0.46%
	Over $0.5—$0.75	0.44%
	Over $0.75—$1.0	0.42%
	Over $1.0—$2.0	0.39%
	Over $2.0—$4.0	0.36%
	Over $4.0—$7.0	0.33%
	Over $7.0—$10.0	0.30%
	Over $10.0	0.27%

Social Choice Equity Fund			0.15%
	All assets	0.15%

TIAA-CREF U.S. Equity Funds ■ Prospectus 105


			Effective
		Fee rate	annual fee rate
	Assets under	(average daily	(fiscal year ended
	management (billions)	net assets)	October 31, 2023)
Social Choice Low Carbon Equity Fund			0.25%
	$0.0—$1.0	0.25%
	Over $1.0—$2.0	0.24%
	Over $2.0—$4.0	0.23%
	Over $4.0—$7.0	0.22%
	Over $7.0—$10.0	0.21%
	Over $10.0	0.20%

Portfolio management teams


Name & Title	Portfolio Role	Experience Over Past Five Years	Total Experience (since dates specified below)
Name & Title	Portfolio Role	Experience Over Past Five Years	At TIAA	Total	On Team
GROWTH & INCOME FUND
Valerie Grant, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2022 to Present (portfolio management of large-cap core portfolios); AllianceBernstein–2006 to 2022 (portfolio management and equity research for large-cap core portfolios)	2022	1999	2022
Evan Staples, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2010 to Present (portfolio management of core and value-focused portfolios)	2010	2005	2022

106 Prospectus ■ TIAA-CREF U.S. Equity Funds


Name & Title	Portfolio Role	Experience Over Past Five Years	Total Experience (since dates specified below)
Name & Title	Portfolio Role	Experience Over Past Five Years	At TIAA	Total	On Team
LARGE-CAP GROWTH FUND
Terrence Kontos, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2012 to Present (research and portfolio management of domestic growth portfolios)	2012	2005	2014
Karen Hiatt, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2021 to Present (portfolio management of domestic large-cap growth portfolios); Allianz—1998 to 2021 (portfolio management of domestic large-cap growth portfolios and head of global technology team)	2021	1994	2021

LARGE-CAP VALUE FUND
Charles Carr, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2014 to Present (portfolio management of domestic large-cap value portfolios); Estekene Capital—2009 to 2013 (managing member, value-oriented hedge funds)	2014	1993	2018
Rossana Ivanova Senior Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2021 to Present (equity research for domestic portfolios); Atlantic Investment Management, Inc.—2007 to 2021 (equity research for domestic and non-U.S. portfolios)	2021	2005	2023

MID-CAP GROWTH FUND
Terrence Kontos, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2012 to Present (research and portfolio management of domestic growth portfolios)	2012	2005	2020
Bihag Patel, CFA Managing Director	Portfolio Manager	Advisors, Nuveen Asset Management and other advisory affiliates of TIAA—2014 to Present (equity portfolio management)	2014	1998	2023
Casey Weston, CFA Senior Director	Portfolio Manager	Advisors, Nuveen Asset Management and other advisory affiliates of TIAA—2014 to Present (equity portfolio management)	2014	2011	2023

MID-CAP VALUE FUND
David Chalupnik, CFA Senior Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2002 to Present (portfolio management of core and value-focused portfolios)	2002	1984	2020

TIAA-CREF U.S. Equity Funds ■ Prospectus 107


Name & Title	Portfolio Role	Experience Over Past Five Years	Total Experience (since dates specified below)
Name & Title	Portfolio Role	Experience Over Past Five Years	At TIAA	Total	On Team
MID-CAP VALUE FUND (continued)
Evan Staples, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2010 to Present (portfolio management of core and value-focused portfolios)	2010	2005	2020
Karen Bowie, CFA Managing Director	Portfolio Manager	Advisors, Nuveen Asset Management and other advisory affiliates of TIAA—1999 to Present (equity portfolio management)	1999	1984	2024
David Johnson, CFA Senior Director	Portfolio Manager	Advisors, Nuveen Asset Management and other advisory affiliates of TIAA—1997 to Present (equity portfolio management)	1997	1990	2024

QUANT SMALL-CAP EQUITY FUND
Pei Chen Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2004 to Present (portfolio management of domestic small-cap portfolios)	2004	1991	2016
Max Kozlov, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2015 to Present (quantitative equity research and domestic portfolio management); BlackRock—2002 to 2015 (quantitative equity research and portfolio management for domestic large-cap portfolios, hedge funds and ETFs)	2015	1997	2019

QUANT SMALL/MID-CAP EQUITY FUND
Pei Chen Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2004 to Present (portfolio management of domestic small-cap portfolios)	2004	1991	2016
Max Kozlov, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2015 to Present (quantitative equity research and domestic portfolio management); BlackRock—2002 to 2015 (quantitative equity research and portfolio management for domestic large-cap portfolios, hedge funds and ETFs)	2015	1997	2019

SOCIAL CHOICE EQUITY FUND
Philip James (Jim) Campagna, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2005	1991	2005

108 Prospectus ■ TIAA-CREF U.S. Equity Funds


Name & Title	Portfolio Role	Experience Over Past Five Years	Total Experience (since dates specified below)
Name & Title	Portfolio Role	Experience Over Past Five Years	At TIAA	Total	On Team
SOCIAL CHOICE EQUITY FUND (continued)
Lei Liao, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2012 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2012	2005	2014
Darren Tran, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2005	2000	2022

SOCIAL CHOICE LOW CARBON EQUITY FUND
Philip James (Jim) Campagna, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2005	1991	2015
Lei Liao, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2012 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2012	2005	2015
Darren Tran, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2005	2000	2022

The Funds’ SAI provides additional disclosure about the compensation structure for the Funds’ 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 Funds they manage.

Other services

TIAA-CREF U.S. Equity Funds ■ Prospectus 109

Distribution and service arrangements

All classes

Additional information about payments to intermediaries appears in the Funds’ SAI.

Other payments by the Funds

Institutional Class

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

Advisor Class

110 Prospectus ■ TIAA-CREF U.S. Equity Funds

percentage of the average daily net assets of Fund shareholders serviced by a financial intermediary; or (2) a fixed dollar amount for each account serviced by a financial intermediary. The aggregate amount of these payments may be substantial and may vary significantly among intermediaries but will be limited by Advisors’ agreement to reimburse each Fund if total Advisor Class expenses (subject to certain exclusions) exceed certain specified amounts.

More information about the Funds’ distribution and service arrangements for Advisor Class shares appears in the Funds’ SAI.

Premier Class

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

Retirement Class

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

TIAA-CREF U.S. Equity Funds ■ Prospectus 111

Retail Class

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

Class W

More information about the Funds’ distribution and services arrangements for Class W shares appears in the Funds’ SAI.

Other payments by Nuveen Securities, Advisors or their affiliates

In addition to the payments from the Funds made to financial intermediaries as previously described, Nuveen Securities, Advisors or their affiliates may from time to time make additional payments, out of their own resources, to certain financial intermediaries that sell shares of the TIAA-CREF Funds. These payments are often referred to as “revenue sharing.” These payments may be made in order to promote the sale and retention of Fund shares by intermediaries and their customers. The amounts of these distribution-related revenue sharing payments may vary by financial intermediary and, with respect to a given financial intermediary, are typically calculated by reference to the amount of the financial intermediary’s recent gross sales of TIAA-CREF Fund shares and/or total assets of TIAA-CREF Funds held by the intermediary’s customers. The level of distribution-related revenue sharing payments that Nuveen Securities, Advisors or their affiliates are willing to provide to a particular financial intermediary may be affected by, among other factors, the intermediary’s total assets held in and recent net investments into the TIAA-CREF Funds, the intermediary’s level of participation in TIAA-CREF Fund sales and marketing programs, the intermediary’s compensation program for its registered representatives who sell TIAA-CREF Fund shares and provide services to TIAA-CREF Fund shareholders, and the asset class of the TIAA-CREF Funds for which these payments are provided. The SAI contains additional information about these payments. Nuveen Securities may also make payments to financial intermediaries in connection with sales

112 Prospectus ■ TIAA-CREF U.S. Equity Funds

meetings, due diligence meetings, prospecting seminars and other meetings at which Nuveen Securities promotes its products and services. Payments to intermediaries may include payments to certain third-party broker-dealers and financial advisors, including fund supermarkets, to provide access to their fund distribution platforms. With respect to Institutional Class shares, effective August 1, 2019, Nuveen Securities, Advisors or their affiliates have been permitted to make revenue sharing payments pursuant to existing arrangements with financial intermediaries, but will not enter into new arrangements to make revenue sharing payments with new third-party financial intermediaries.

Calculating share price

TIAA-CREF U.S. Equity Funds ■ Prospectus 113

shareholders will not be able to purchase or redeem Fund shares. The value of a Fund’s investments denominated in foreign currencies is converted to U.S. dollars for purposes of determining the Fund’s NAV.

While using a fair value price for foreign securities is intended to decrease the ability of market timers to make money by exchanging into or out of the Funds to the detriment of longer-term shareholders, it may reduce some of the certainty in pricing obtained by using actual market close prices.

114 Prospectus ■ TIAA-CREF U.S. Equity Funds

when it is believed the last market quotation is not readily available or such quotation does not represent the fair value of that security.

The Board of Trustees has designated Advisors as the valuation designee pursuant to Rule 2a-5 under the 1940 Act and delegated to Advisors the responsibility of making fair value determinations.

Dividends and distributions

Each 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 investments held by a Fund and capital gains realized from the sale of investments. The Growth & Income Fund plans to pay dividends on a quarterly basis. Each other Fund plans to pay dividends on an annual basis.

TIAA-CREF U.S. Equity Funds ■ Prospectus 115

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 a 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.

116 Prospectus ■ TIAA-CREF U.S. Equity Funds

this treatment will depend on the aggregated qualified dividend income received by a Fund. Notwithstanding this, certain holding period requirements with respect to a shareholder’s shares in a Fund may apply to prevent the shareholder from treating any portion of a dividend as “qualified dividend income.” Additional information about this can be found in the Funds’ SAI.

For shares you sell that were purchased prior to January 1, 2012, you will be sent a statement showing how many shares you sold and at what price. However, the statement will not include cost basis information and will not be furnished to the IRS. 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.

TIAA-CREF U.S. Equity Funds ■ Prospectus 117

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

118 Prospectus ■ TIAA-CREF U.S. Equity Funds

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

Your account: purchasing, redeeming
or exchanging shares

Fund shares offered in this Prospectus

Share class eligibility

Overview

Definitions

· Employee Benefit Plans (as defined below);

· Certain custody accounts sponsored or administered by TIAA, or by other entities not affiliated with TIAA, that are established by individuals as IRAs pursuant to section 408 of the Code; and

TIAA-CREF U.S. Equity Funds ■ Prospectus 119

· Wrap accounts or other such arrangements as may be offered by a financial advisor or other intermediary.

Eligible Investors: These include both Financial Intermediary Accounts and Employee Benefit Plans.

Eligibility—Institutional Class and Retail Class

Institutional Class and Retail Class shares are available for purchase by or through the following types of accounts:

· Direct Purchasers;

· Financial Intermediary Accounts;

· Other investment companies or pools;

· State-sponsored tuition savings plans (529) or healthcare saving accounts (HSA);

· Insurance company separate accounts advised by or affiliated with Advisors, or other affiliates of TIAA; and

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

Eligibility—Advisor Class, Premier Class and Retirement Class

Advisor Class, Premier Class and Retirement Class shares are available for purchase by or through the following types of accounts:

· Direct Purchasers (existing Direct Purchasers of Advisor Class shares only);

· Financial Intermediary Accounts;

· Other investment companies or pools;

· State-sponsored tuition savings plans (529) or healthcare saving accounts (HSA);

120 Prospectus ■ TIAA-CREF U.S. Equity Funds

· Insurance company separate accounts advised by or affiliated with Advisors, or other affiliates of TIAA; and

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

Eligibility—Class W

Account minimums

Investors should note that the following account minimums may be required for initial and subsequent purchases of Institutional Class and Retail Class shares:

There are no minimum account requirements, including initial or subsequent minimum investment requirements, for Advisor Class, Premier Class, Retirement Class or Class W shares.

TIAA-CREF U.S. Equity Funds ■ Prospectus 121

All share classes

Purchasing shares

For Direct Purchasers of Institutional Class and Advisor Class shares and for Retail Class shares

How to open an account—Institutional Class

How to open an account—Retail Class

122 Prospectus ■ TIAA-CREF U.S. Equity Funds

completing the application, call the Funds at 800-223-1200. If you currently hold or in the future intend to hold your Retail Class shares indirectly through a financial intermediary, please contact the intermediary about initiating or making additional purchases of Retail Class shares.

Minimum initial and subsequent investment

There are no minimum account requirements, including initial or subsequent minimum investment requirements, for Advisor Class shares.

All Direct Purchasers of Institutional Class and Advisor Class shares and all Retail Class shareholders automatically have the right to buy shares by telephone, and all Retail Class shareholders automatically have the right to buy shares through the TIAA Web Center, as long as bank account information and a voided check were provided at the time the account was established. If you do not want the telephone/web (as applicable) purchase option, you can indicate this on the application or call the Funds 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 Funds’ website. The Institutional Class, Advisor Class and Retail Class impose a $100,000 per Fund account per day limit on telephone and web purchases, as applicable.

Transaction methods for purchases

TIAA-CREF U.S. Equity Funds ■ Prospectus 123

Make checks payable to “The TIAA-CREF Funds.”

First-Class Mail:

The TIAA-CREF Funds—(specify either: “Institutional Class” or “Retail Class”)

c/o SS&C GIDS, Inc.

P.O. Box 219227

Kansas City, MO 64121-9227

Overnight Mail:

The TIAA-CREF Funds—(specify either: “Institutional Class” or “Retail Class”)

c/o SS&C GIDS, Inc.

430 W 7th Street, STE 219227

Kansas City, MO 64105-1407

Purchasing via Automatic Investment Plan for Retail Class shares: You can make subsequent investments into Retail Class shares automatically by electing to utilize the Funds’ automatic investment plan (“Automatic Investment Plan”) on your initial application or later upon request. By electing this option you authorize the Funds to take regular, automatic withdrawals from your bank account. To begin this service, send the Funds a voided checking or savings account deposit slip. It will take the Funds up to 10 days from the time it is received to set up your Automatic Investment Plan. You can make automatic investments semi-monthly or monthly (on the 1st and 15th of each month or on the next Business Day if those days are not Business Days). Investments must be made for at least $100 per Fund account. You can change the date or amount of your investment, or terminate the Automatic Investment Plan, at any time by letter or by telephone or over the Internet. The change will take effect approximately five Business Days after the Funds receive your request. The Funds can suspend, change or terminate the Automatic Investment Plan option at any time, although the Funds will notify you if this occurs.

124 Prospectus ■ TIAA-CREF U.S. Equity Funds

Fund accepts the securities, the shareholder’s account will be credited with shares equal in NAV to the market value of the securities received. Shareholders investing through a Financial Intermediary Account or Employee Benefit Plan who are interested in making in-kind purchases should contact their Financial Intermediary Account or Employee Benefit Plan sponsor directly. Otherwise, shareholders interested in making in-kind purchases should contact either their Relationship Manager or the Funds directly.

· checks made out to you or other parties and signed over to the Funds;

· corporate checks for investment into non-corporate accounts;

· third-party checks except in limited circumstances with regard to subsequent investments (any check not made payable directly to TIAA-CREF Funds will be considered a third-party check); or

· travelers’ checks, money orders, credit card convenience checks, cash, counter checks or starter checks or digital (including virtual or crypto) currencies (e.g., Bitcoin).

For Eligible Investors in Institutional Class, Advisor Class, Premier Class and Retirement Class shares and their clients

For Participants in an Employee Benefit Plan or Financial Intermediary Account administered by TIAA

How to open an account

TIAA-CREF U.S. Equity Funds ■ Prospectus 125

First-Class or Standard Mail:

TIAA

P.O. Box 1259

Charlotte, NC 28201

Overnight Mail:

TIAA

8500 Andrew Carnegie Blvd

Charlotte, NC 28262

You may allocate single or ongoing contributions by selecting a Fund and the amounts you wish to contribute to that Fund.

Subject to the terms of your plan, you may be eligible to roll over or transfer in balances from other eligible accounts as determined by the Code.

· using the TIAA website’s account access feature at www.tiaa.org;

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

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

For Participants in an Employee Benefit Plan or Financial Intermediary Account not administered by TIAA

How to open an account

Other information for Employee Benefit Plans

Other information for Eligible Investors

126 Prospectus ■ TIAA-CREF U.S. Equity Funds

investment requirements for their customers’ investments. Please contact your Financial Intermediary Account or Employee Benefit Plan sponsor for more information.

Transaction methods for purchases

State Street Bank and Trust Company

One Congress Street, Suite 1

Boston, MA 02114-2016

ABA Number (all classes) 011000028

DDA Number


	Retail Class:	99052771
	All other classes:	99054546

Specify on the wire:

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

· The Fund account number; and

· The Fund or Funds and amount per Fund to be invested.

Purchases of Institutional Class or Advisor Class shares through a broker-dealer or other financial intermediary

As discussed above, Nuveen Securities, Advisors or their affiliates also may make revenue sharing payments to broker-dealers or other financial

TIAA-CREF U.S. Equity Funds ■ Prospectus 127

intermediaries. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend one share class over another. There is some uncertainty concerning whether revenue sharing payments may be made or received when a broker-dealer or other financial intermediary has imposed its own commissions or transaction fees. Based on future regulatory developments, such payments may be terminated.

Points to remember for all purchases

128 Prospectus ■ TIAA-CREF U.S. Equity Funds

investment in the Funds. The Funds generally will not accept a P.O. Box as the address of record. For payments made by check, the Funds 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.

Redeeming shares

All share classes

You can redeem (sell) your shares on any Business Day. If you hold your Fund shares through a Financial Intermediary Account, please contact the intermediary to sell your shares. Your Financial Intermediary Account may have different requirements and restrictions on redemptions than the Funds. If you hold your Fund shares through an Employee Benefit Plan or Financial Intermediary Account administered by TIAA, the Employee Benefit Plan or Financial Intermediary Account may impose further restrictions on the sale of Fund shares.

TIAA-CREF U.S. Equity Funds ■ Prospectus 129

next Business Day following receipt of the redemption request by the Funds in good order.

If you request a redemption, the Funds will send the redemption proceeds by check to the address of record, or by EFT to the bank account on file. A letter of instruction with a bank Medallion Signature Guarantee of all owners exactly as registered on the account is required if the redemption proceeds are sent to (i) a bank account not on file, (ii) an address other than the address of record, or (iii) an address of record that has been changed within the last 30 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 a Medallion Signature Guarantee.

130 Prospectus ■ TIAA-CREF U.S. Equity Funds

Funds’ transfer agent reasonably believes has a mental or physical impairment that renders the individual unable to protect his or her own interests.

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

For participants holding shares through an Employee Benefit Plan (Institutional Class, Advisor Class, Premier Class and Retirement Class shares)

A redemption can be part of an exchange into (1) another fund available through your Employee Benefit Plan or (2) another account or IRA.

For Direct Purchasers, Eligible Investors and their clients (Institutional Class, Advisor Class and Retail Class shares)

TIAA-CREF U.S. Equity Funds ■ Prospectus 131

Transaction methods for redemptions

If your shares are held through a Financial Intermediary Account, please contact the intermediary for redemption requirements.

· Participants holding Institutional Class, Advisor Class, Premier Class and Retirement Class shares through an Employee Benefit Plan or Financial Intermediary Account administered by TIAA can redeem up to $50,000 every seven calendar days or any greater amount as approved from time to time.

· Direct Purchasers of Institutional Class, Advisor Class and Retail Class shares can redeem amounts up to $100,000 per Fund account per day by phone.

By mail: Send your written request to the appropriate address as described in the section entitled “Purchasing shares” above.

If you are a Direct Purchaser of Retail Class shares in the Funds and want to set up a systematic redemption plan, contact the Funds and they will send the

132 Prospectus ■ TIAA-CREF U.S. Equity Funds

necessary forms to you or you may enroll online through the TIAA Web Center. 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 Funds can suspend, change or terminate the systematic redemption plan option at any time, although the Funds will notify you if this occurs. You can terminate the plan or reduce the amount or frequency of the redemptions by writing or by calling the Funds or through the TIAA Web Center. Requests to establish, terminate, or change the amount or frequency of redemptions will become effective within five days after the Funds receive your instructions.

Exchanging shares

Overview

TIAA-CREF U.S. Equity Funds ■ Prospectus 133

Benefit Plan representative for further information. An exchange is considered a sale of securities and therefore may be a taxable event.

Once made, an exchange request by mail cannot be modified or cancelled.

Transaction methods for exchanges

Over the Internet: You can exchange shares using TIAA’s Web Center, which can be accessed through TIAA’s homepage at www.tiaa.org.

134 Prospectus ■ TIAA-CREF U.S. Equity Funds

day of the month or on the following Business Day if those days are not Business Days. For all systematic exchanges, you must specify the dollar amount and the funds involved in the exchange. If you want to set up a systematic exchange, contact TIAA. You can terminate the plan or change the amount or frequency of the exchanges by writing or calling the number identified in the section entitled “Purchasing shares” above. Requests to establish, terminate, or change the amount or frequency of exchanges will become effective within five days after the Funds receive your instructions. All account owners must sign the systematic exchange request. Similarly, all account owners must sign any request to increase the amount or frequency of systematic exchanges. The Funds can suspend, change or terminate the systematic exchange feature at any time, although the Funds will notify you if this occurs.

Conversion of shares—applicable to all investors

A request for a share conversion will not be processed until it is received in “good order” (as defined below) by the Funds’ transfer agent (or other authorized Fund agent). Conversion requests received in “good order” prior to the time as of which a Fund’s NAV is determined on any Business Day will receive the NAV of the new class calculated that day. Please note that, because the NAV of each class of a Fund will generally vary from the NAVs of the other classes 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

TIAA-CREF U.S. Equity Funds ■ Prospectus 135

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 Funds 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

Financial intermediaries or plan sponsors may have their own requirements for considering transaction requests to be in “good order.” If you hold your shares

136 Prospectus ■ TIAA-CREF U.S. Equity Funds

through a financial intermediary or plan sponsor, please contact them for their specific “good order” requirements.

Minimum account size.

Account Maintenance Fee—Retail Class. The Funds charge an annual Account Maintenance Fee of $15.00 per Retail Class account (applicable to both

TIAA-CREF U.S. Equity Funds ■ Prospectus 137

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) as of a particular date each year. Investors cannot pay this fee by any other means besides an automatic deduction of the fee from their account.

Taxpayer identification number. Regardless of whether you hold your Fund shares directly or through a Financial Intermediary Account, you must give the Funds your taxpayer identification number (which, for most individuals, is your Social Security number) and tell the Funds whether or not you are subject to backup 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 backup 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.

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

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

138 Prospectus ■ TIAA-CREF U.S. Equity Funds

and to comply with rules on stock transfers. A Medallion Signature Guarantee is a written endorsement from an eligible guarantor institution that the signature(s) on the written request is (are) valid. Certain commercial banks, trust companies, savings associations, credit unions and members of U.S. stock exchanges participate in the Medallion Signature Guarantee program. No other form of signature verification will be accepted. A notary public cannot provide a signature guarantee. For more information about when a Medallion Signature Guarantee may be required, please contact the Funds, your Financial Intermediary Account, your Employee Benefit Plan 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, Attention: Shareholder Services.

TIAA-CREF U.S. Equity Funds ■ Prospectus 139

Market timing/excessive trading policy—applicable to all investors

140 Prospectus ■ TIAA-CREF U.S. Equity Funds

The Funds are not appropriate for market timing. You should not invest in the Funds 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 Funds and one will be sent to you.

Additional information about index providers

Russell indices

TIAA-CREF U.S. Equity Funds ■ Prospectus 141

omissions in the indexes or data and no party may rely on any indexes or data contained in this communication. No further distribution of data from the LSE Group is permitted without the relevant LSE Group company’s express written consent. The LSE Group does not promote, sponsor or endorse the content of this communication.

Standard & Poor’s Index

The S&P 500^® Index is a product of S&P Dow Jones Indices LLC, a division of S&P Global, or its affiliates (“SPDJI”), and has been licensed for use by the Growth & Income Fund and the Social Choice Equity Fund. Standard & Poor’s^® and S&P^® are registered trademarks of Standard & Poor’s Financial Services LLC, a division of S&P Global (“S&P”); Dow Jones^® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”). It is not possible to invest directly in an index. The Fund is not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P or any of their respective affiliates (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices does not make any representation or warranty, express or implied, to the owners of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the S&P 500 Index to track general market performance. Past performance of an index is not an indication or guarantee of future results. S&P Dow Jones Indices’ only relationship to the Fund with respect to the S&P 500 Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The S&P 500 Index is determined, composed and calculated by S&P Dow Jones Indices without regard to the Fund. S&P Dow Jones Indices has no obligation to take the needs of the Fund or the owners of the Fund into consideration in determining, composing or calculating the S&P 500 Index. S&P Dow Jones Indices is not responsible for and has not participated in the determination of the prices, and amount of the Fund or the timing of the issuance or sale of Fund shares or in the determination or calculation of the equation by which Fund shares are to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices has no obligation or liability in connection with the administration, marketing or trading of the Fund. There is no assurance that investment products based on the S&P 500 Index will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment or tax advisor. A tax advisor should be consulted to evaluate the impact of any tax-exempt securities on portfolios and the tax consequences of making any particular investment decision. Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice.

142 Prospectus ■ TIAA-CREF U.S. Equity Funds

(including electronic communications) with respect thereto. s&p dow jones indices shall not be subject to any damages or liability for any errors, omissions, or delays therein. s&p dow jones indices makes no express or implied warranties, and expressly disclaims all warranties, of merchantability or fitness for a particular purpose or use or as to results to be obtained by the fund, owners of the fund, or any other person or entity from the use of the s&p 500 index or with respect to any data related thereto. without limiting any of the foregoing, in no event whatsoever shall s&p dow jones indices be liable for any indirect, special, incidental, punitive, or consequential damages including but not limited to, loss of profits, trading losses, lost time or goodwill, even if they have been advised of the possibility of such damages, whether in contract, tort, strict liability, or otherwise. there are no third party beneficiaries of any agreements or arrangements between s&p dow jones indices and the fund, other than the licensors of s&p dow jones indices.

Additional information about the Trust and the Board of Trustees

Glossary

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

TIAA-CREF U.S. Equity Funds ■ Prospectus 143

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

144 Prospectus ■ TIAA-CREF U.S. Equity Funds

Financial highlights

PricewaterhouseCoopers LLP serves as the Funds’ independent registered public accounting firm and has audited the financial statements of each of the Funds for each of the periods presented. Its report appears in the Funds’ Annual Report, which is available without charge upon request by visiting the Funds’ website at www.tiaa.org, by visiting the SEC’s website at www.sec.gov or by calling 800-842-2252.

TIAA-CREF U.S. Equity Funds ■ Prospectus 145

Financial highlights

Growth & Income Fund


			Selected per share data
					Gain (loss) from investment operations
														Less distributions from

		For the period or year ended	Net asset value, beginning of period		Net investment income (loss)		^a	Net realized & unrealized gain (loss) on total investments			Total gain (loss) from investment operations			Net investment income			Net realized gains
Institutional Class
	10/31/23			$ 13.58		$ 0.15			$ 1.75			$ 1.90			$ (0.20	)		$ (0.97	)
	10/31/22			20.07		0.17			(3.24	)		(3.07	)		(0.17	)		(3.25	)
	10/31/21			15.16		0.14			5.97			6.11			(0.16	)		(1.04	)
	10/31/20			14.63		0.17			1.33			1.50			(0.21	)		(0.76	)
	10/31/19			14.44		0.21			1.20			1.41			(0.18	)		(1.04	)

Advisor Class
	10/31/23			13.60		0.14			1.74			1.88			(0.19	)		(0.97	)
	10/31/22			20.09		0.15			(3.23	)		(3.08	)		(0.16	)		(3.25	)
	10/31/21			15.17		0.12			5.99			6.11			(0.15	)		(1.04	)
	10/31/20			14.64		0.15			1.33			1.48			(0.19	)		(0.76	)
	10/31/19			14.45		0.20			1.19			1.39			(0.16	)		(1.04	)

Premier Class
	10/31/23			13.62		0.14			1.74			1.88			(0.18	)		(0.97	)
	10/31/22			20.11		0.14			(3.23	)		(3.09	)		(0.15	)		(3.25	)
	10/31/21			15.19		0.11			5.99			6.10			(0.14	)		(1.04	)
	10/31/20			14.65		0.15			1.33			1.48			(0.18	)		(0.76	)
	10/31/19			14.45		0.19			1.20			1.39			(0.15	)		(1.04	)

Retirement Class
	10/31/23			13.95		0.12			1.80			1.92			(0.17	)		(0.97	)
	10/31/22			20.51		0.13			(3.31	)		(3.18	)		(0.13	)		(3.25	)
	10/31/21			15.47		0.09			6.11			6.20			(0.12	)		(1.04	)
	10/31/20			14.91		0.13			1.36			1.49			(0.17	)		(0.76	)
	10/31/19			14.69		0.18			1.22			1.40			(0.14	)		(1.04	)

Retail Class
	10/31/23			20.52		0.18			2.71			2.89			(0.14	)		(0.97	)
	10/31/22			28.59		0.20			(4.90	)		(4.70	)		(0.12	)		(3.25	)
	10/31/21			21.14		0.12			8.46			8.58			(0.09	)		(1.04	)
	10/31/20			20.02		0.17			1.86			2.03			(0.15	)		(0.76	)
	10/31/19			19.30		0.23			1.65			1.88			(0.12	)		(1.04	)

Class W
	10/31/23			13.58		0.21			1.74			1.95			(0.26	)		(0.97	)
	10/31/22			20.07		0.23			(3.23	)		(3.00	)		(0.24	)		(3.25	)
	10/31/21			15.16		0.21			5.98			6.19			(0.24	)		(1.04	)
	10/31/20			14.64		0.22			1.32			1.54			(0.26	)		(0.76	)
	10/31/19			14.45		0.27			1.19			1.46			(0.23	)		(1.04	)


^a	Based on average shares outstanding.
^b	Percentage is not annualized.
^f	Does not include in-kind transactions.

146 Prospectus ■ TIAA-CREF U.S. Equity Funds

(continued)


									Ratios and supplemental data

										Ratios to average net assets

Total dividends and distributions			Net asset value, end of period		Total return		^b	Net assets at end of period (in thousands)		Gross expenses			Net expenses			Net investment income (loss)		^u	Portfolio turnover rate

	$ (1.17	)		$ 14.31		15.18	%^g	$	1,357,423		0.41	%		0.40	%		1.11	%		108	%
	(3.42	)		13.58		(18.53	)		1,358,311		0.41			0.40			1.08			74
	(1.20	)		20.07		42.33			1,988,937		0.40			0.40			0.77			61	^f
	(0.97	)		15.16		10.81			1,126,795		0.40			0.40			1.15			64
	(1.22	)		14.63		10.94			1,409,853		0.41			0.40			1.51			68


	(1.16	)		14.32		14.97	^g		3,719		0.50			0.50			1.01			108
	(3.41	)		13.60		(18.59	)		3,048		0.50			0.50			1.01			74
	(1.19	)		20.09		42.23			3,428		0.50			0.50			0.66			61	^f
	(0.95	)		15.17		10.70			2,701		0.49			0.49			1.04			64
	(1.20	)		14.64		10.83			2,075		0.51			0.50			1.44			68


	(1.15	)		14.35		14.96	^g		5,566		0.56			0.55			0.98			108
	(3.40	)		13.62		(18.62	)		8,396		0.55			0.55			0.87			74
	(1.18	)		20.11		42.08			20,731		0.55			0.55			0.63			61	^f
	(0.94	)		15.19		10.67			25,805		0.55			0.55			1.03			64
	(1.19	)		14.65		10.74			44,314		0.56			0.55			1.34			68


	(1.14	)		14.73		14.85	^g		414,554		0.66			0.65			0.86			108
	(3.38	)		13.95		(18.68	)		406,033		0.66			0.65			0.83			74
	(1.16	)		20.51		41.96			577,096		0.65			0.65			0.51			61	^f
	(0.93	)		15.47		10.50			452,343		0.65			0.65			0.89			64
	(1.18	)		14.91		10.67			497,202		0.66			0.65			1.27			68


	(1.11	)		22.30		14.85	^g		1,396,039		0.70			0.67			0.84			108
	(3.37	)		20.52		(18.73	)		1,292,439		0.69			0.62			0.87			74
	(1.13	)		28.59		41.97			1,664,005		0.69			0.69			0.48			61	^f
	(0.91	)		21.14		10.50			1,212,620		0.69			0.69			0.85			64
	(1.16	)		20.02		10.60			1,199,088		0.70			0.69			1.23			68


	(1.23	)		14.30		15.58	^g		2,000,924		0.41			0.00			1.51			108
	(3.49	)		13.58		(18.17	)		2,049,653		0.41			0.00			1.49			74
	(1.28	)		20.07		42.93			2,739,781		0.40			0.00			1.17			61	^f
	(1.02	)		15.16		11.21			2,914,760		0.40			0.00			1.53			64
	(1.27	)		14.64		11.39			3,363,807		0.41			0.00			1.93			68


^g	During the year ended 10/31/23, 0.01%, 0.01%, 0.01%, 0.01%, 0.01% and 0.01% of the Fund’s total return for Institutional Class, Advisor Class, Premier Class, Retirement Class, Retail Class and Class W, respectively, consisted of a voluntary payment from Advisors.
^u	Includes voluntary compensation from Advisors.

TIAA-CREF U.S. Equity Funds ■ Prospectus 147

Financial highlights

Large-Cap Growth Fund


			Selected per share data
					Gain (loss) from investment operations
														Less distributions from

		For the period or year ended	Net asset value, beginning of period		Net investment income (loss)		^a	Net realized & unrealized gain (loss) on total investments			Total gain (loss) from investment operations			Net investment income			Net realized gains
Institutional Class
	10/31/23			$ 16.54		$ 0.07			$ 3.71			$ 3.78			$ (0.07	)		$ —
	10/31/22			26.91		0.06			(7.91	)		(7.85	)		(0.03	)		(2.49	)
	10/31/21			27.14		0.02			8.17			8.19			(0.11	)		(8.31	)
	10/31/20			21.43		0.08			6.59			6.67			(0.09	)		(0.87	)
	10/31/19			21.42		0.11			2.37			2.48			(0.12	)		(2.35	)

Advisor Class
	10/31/23			16.52		0.06			3.70			3.76			(0.05	)		—
	10/31/22			26.88		0.05			(7.91	)		(7.86	)		(0.01	)		(2.49	)
	10/31/21			27.12		0.00	^d		8.17			8.17			(0.10	)		(8.31	)
	10/31/20			21.41		0.06			6.59			6.65			(0.07	)		(0.87	)
	10/31/19			21.40		0.10			2.37			2.47			(0.11	)		(2.35	)

Premier Class
	10/31/23			16.52		0.05			3.69			3.74			(0.04	)		—
	10/31/22			26.88		0.03			(7.90	)		(7.87	)		—			(2.49	)
	10/31/21			27.10		(0.01	)		8.16			8.15			(0.06	)		(8.31	)
	10/31/20			21.40		0.05			6.58			6.63			(0.06	)		(0.87	)
	10/31/19			21.37		0.08			2.37			2.45			(0.07	)		(2.35	)

Retirement Class
	10/31/23			16.33		0.02			3.67			3.69			(0.02	)		—
	10/31/22			26.63		0.01			(7.82	)		(7.81	)		—			(2.49	)
	10/31/21			26.93		(0.04	)		8.10			8.06			(0.05	)		(8.31	)
	10/31/20			21.27		0.02			6.54			6.56			(0.03	)		(0.87	)
	10/31/19			21.27		0.06			2.36			2.42			(0.07	)		(2.35	)

Retail Class
	10/31/23			16.43		0.02			3.69			3.71			(0.03	)		—
	10/31/22			26.77		0.02			(7.87	)		(7.85	)		—			(2.49	)
	10/31/21			27.03		(0.05	)		8.14			8.09			(0.04	)		(8.31	)
	10/31/20			21.34		0.01			6.57			6.58			(0.02	)		(0.87	)
	10/31/19			21.33		0.05			2.36			2.41			(0.05	)		(2.35	)

Class W
	10/31/23			16.59		0.15			3.71			3.86			(0.15	)		—
	10/31/22			27.00		0.14			(7.92	)		(7.78	)		(0.14	)		(2.49	)
	10/31/21			27.24		0.12			8.19			8.31			(0.24	)		(8.31	)
	10/31/20			21.50		0.18			6.61			6.79			(0.18	)		(0.87	)
	10/31/19			21.43		0.19			2.37			2.56			(0.14	)		(2.35	)


^a	Based on average shares outstanding.
^b	Percentage is not annualized.
^d	Value rounded to zero.

148 Prospectus ■ TIAA-CREF U.S. Equity Funds

(continued)


									Ratios and supplemental data

										Ratios to average net assets

Total dividends and distributions			Net asset value, end of period		Total return		^b	Net assets at end of period (in thousands)		Gross expenses			Net expenses			Net investment income (loss)		^u	Portfolio turnover rate

	$ (0.07	)		$ 20.25		22.93	%^g	$	1,370,479		0.41	%		0.40	%		0.38	%		44	%
	(2.52	)		16.54		(32.08	)		1,294,222		0.41			0.40			0.30			64
	(8.42	)		26.91		37.36			2,055,310		0.40			0.40			0.09			47
	(0.96	)		27.14		32.43			1,606,751		0.41			0.40			0.34			143
	(2.47	)		21.43		13.60			1,333,235		0.42			0.41			0.54			97


	(0.05	)		20.23		22.85	^g		3,623		0.50			0.49			0.30			44
	(2.50	)		16.52		(32.13	)		3,715		0.48			0.47			0.23			64
	(8.41	)		26.88		37.25			5,462		0.48			0.48			0.02			47
	(0.94	)		27.12		32.33			4,820		0.48			0.48			0.24			143
	(2.46	)		21.41		13.55			2,995		0.50			0.50			0.48			97


	(0.04	)		20.22		22.69	^g		7,443		0.57			0.55			0.27			44
	(2.49	)		16.52		(32.17	)		11,303		0.56			0.55			0.15			64
	(8.37	)		26.88		37.18			15,987		0.55			0.55			(0.06	)		47
	(0.93	)		27.10		32.22			14,407		0.56			0.55			0.22			143
	(2.42	)		21.40		13.45			19,839		0.57			0.56			0.39			97


	(0.02	)		20.00		22.61	^g		330,921		0.66			0.65			0.13			44
	(2.49	)		16.33		(32.22	)		272,488		0.66			0.65			0.04			64
	(8.36	)		26.63		36.99			477,945		0.65			0.65			(0.16	)		47
	(0.90	)		26.93		32.08			395,851		0.66			0.65			0.08			143
	(2.42	)		21.27		13.35			309,694		0.66			0.66			0.30			97


	(0.03	)		20.11		22.60	^g		1,090,321		0.71			0.68			0.10			44
	(2.49	)		16.43		(32.23	)		936,049		0.71			0.62			0.08			64
	(8.35	)		26.77		36.96			1,476,126		0.69			0.69			(0.20	)		47
	(0.89	)		27.03		32.05			1,127,972		0.70			0.70			0.04			143
	(2.40	)		21.34		13.25			991,814		0.71			0.71			0.24			97


	(0.15	)		20.30		23.44	^g		2,316,362		0.41			0.00			0.78			44
	(2.63	)		16.59		(31.80	)		2,179,231		0.41			0.00			0.70			64
	(8.55	)		27.00		37.86			3,158,816		0.40			0.00			0.49			47
	(1.05	)		27.24		32.94			2,942,406		0.41			0.00			0.75			143
	(2.49	)		21.50		14.11			3,050,002		0.41			0.00			0.95			97


^g	During the year ended 10/31/23, 0.05%, 0.05%, 0.06%, 0.05%, 0.05% and 0.05% of the Fund’s total return for Institutional Class, Advisor Class, Premier Class, Retirement Class, Retail Class and Class W, respectively, consisted of a voluntary payment from Advisors.
^u	Includes voluntary compensation from Advisors.

TIAA-CREF U.S. Equity Funds ■ Prospectus 149

Financial highlights

Large-Cap Value Fund


			Selected per share data
					Gain (loss) from investment operations
														Less distributions from

		For the period or year ended	Net asset value, beginning of period		Net investment income (loss)		^a	Net realized & unrealized gain (loss) on total investments			Total gain (loss) from investment operations			Net investment income			Net realized gains
Institutional Class
	10/31/23			$ 19.73		$ 0.35			$ 0.31			$ 0.66			$ (0.35	)		$ (0.81	)
	10/31/22			23.14		0.32			(1.73	)		(1.41	)		(0.32	)		(1.68	)
	10/31/21			16.01		0.28			7.20			7.48			(0.35	)		—
	10/31/20			17.68		0.33			(1.62	)		(1.29	)		(0.38	)		—
	10/31/19			17.98		0.34			1.23			1.57			(0.34	)		(1.53	)

Advisor Class
	10/31/23			19.71		0.33			0.31			0.64			(0.34	)		(0.81	)
	10/31/22			23.12		0.31			(1.74	)		(1.43	)		(0.30	)		(1.68	)
	10/31/21			15.99		0.26			7.21			7.47			(0.34	)		—
	10/31/20			17.67		0.31			(1.61	)		(1.30	)		(0.38	)		—
	10/31/19			17.97		0.33			1.23			1.56			(0.33	)		(1.53	)

Premier Class
	10/31/23			19.68		0.33			0.29			0.62			(0.32	)		(0.81	)
	10/31/22			23.08		0.29			(1.73	)		(1.44	)		(0.28	)		(1.68	)
	10/31/21			15.97		0.24			7.19			7.43			(0.32	)		—
	10/31/20			17.63		0.31			(1.62	)		(1.31	)		(0.35	)		—
	10/31/19			17.92		0.32			1.22			1.54			(0.30	)		(1.53	)

Retirement Class
	10/31/23			19.63		0.30			0.30			0.60			(0.30	)		(0.81	)
	10/31/22			23.03		0.27			(1.73	)		(1.46	)		(0.26	)		(1.68	)
	10/31/21			15.93		0.22			7.19			7.41			(0.31	)		—
	10/31/20			17.60		0.29			(1.63	)		(1.34	)		(0.33	)		—
	10/31/19			17.88		0.30			1.23			1.53			(0.28	)		(1.53	)

Retail Class
	10/31/23			18.67		0.28			0.28			0.56			(0.30	)		(0.81	)
	10/31/22			21.99		0.26			(1.65	)		(1.39	)		(0.25	)		(1.68	)
	10/31/21			15.23		0.20			6.86			7.06			(0.30	)		—
	10/31/20			16.84		0.26			(1.54	)		(1.28	)		(0.33	)		—
	10/31/19			17.22		0.28			1.17			1.45			(0.30	)		(1.53	)

Class W
	10/31/23			19.80		0.43			0.30			0.73			(0.44	)		(0.81	)
	10/31/22			23.22		0.41			(1.73	)		(1.32	)		(0.42	)		(1.68	)
	10/31/21			16.07		0.36			7.22			7.58			(0.43	)		—
	10/31/20			17.74		0.39			(1.61	)		(1.22	)		(0.45	)		—
	10/31/19			17.98		0.40			1.25			1.65			(0.36	)		(1.53	)


^a	Based on average shares outstanding.
^b	Percentage is not annualized.

150 Prospectus ■ TIAA-CREF U.S. Equity Funds

(continued)


									Ratios and supplemental data

										Ratios to average net assets

Total dividends and distributions			Net asset value, end of period		Total return		^b	Net assets at end of period (in thousands)		Gross expenses			Net expenses			Net investment income (loss)		^u	Portfolio turnover rate

	$ (1.16	)		$ 19.23		3.41	%	$	1,834,766		0.41	%		0.41	%		1.77	%		23	%
	(2.00	)		19.73		(6.76	)		1,825,968		0.41			0.41			1.59			21
	(0.35	)		23.14		47.32			1,898,837		0.41			0.40			1.32			14
	(0.38	)		16.01		(7.51	)		1,467,747		0.41			0.40			1.98			26
	(1.87	)		17.68		10.23			1,922,604		0.41			0.39			2.06			79


	(1.15	)		19.20		3.29			589		0.49			0.49			1.69			23
	(1.98	)		19.71		(6.83	)		498		0.49			0.49			1.51			21
	(0.34	)		23.12		47.30			520		0.48			0.48			1.23			14
	(0.38	)		15.99		(7.60	)		257		0.47			0.46			1.91			26
	(1.86	)		17.67		10.17			181		0.45			0.43			2.00			79


	(1.13	)		19.17		3.20			29,542		0.56			0.56			1.65			23
	(1.96	)		19.68		(6.88	)		67,185		0.56			0.56			1.42			21
	(0.32	)		23.08		47.06			77,309		0.56			0.55			1.18			14
	(0.35	)		15.97		(7.65	)		69,391		0.56			0.55			1.85			26
	(1.83	)		17.63		10.10			130,723		0.56			0.54			1.92			79


	(1.11	)		19.12		3.11			492,408		0.66			0.66			1.53			23
	(1.94	)		19.63		(7.00	)		485,219		0.66			0.66			1.33			21
	(0.31	)		23.03		47.01			521,413		0.66			0.65			1.08			14
	(0.33	)		15.93		(7.80	)		423,110		0.66			0.65			1.73			26
	(1.81	)		17.60		10.03			579,719		0.66			0.64			1.82			79


	(1.11	)		18.12		3.06			137,199		0.72			0.71			1.48			23
	(1.93	)		18.67		(6.99	)		144,801		0.72			0.67			1.33			21
	(0.30	)		21.99		46.88			155,733		0.72			0.71			1.01			14
	(0.33	)		15.23		(7.81	)		108,093		0.73			0.72			1.67			26
	(1.83	)		16.84		9.92			132,317		0.72			0.70			1.75			79


	(1.25	)		19.28		3.79			2,018,133		0.41			0.00			2.19			23
	(2.10	)		19.80		(6.34	)		2,398,375		0.41			0.00			1.99			21
	(0.43	)		23.22		47.95			2,858,782		0.41			0.00			1.73			14
	(0.45	)		16.07		(7.19	)		2,698,308		0.41			0.00			2.37			26
	(1.89	)		17.74		10.66			2,900,604		0.41			0.00			2.43			79


^u	Includes voluntary compensation from Advisors.

TIAA-CREF U.S. Equity Funds ■ Prospectus 151

Financial highlights

Mid-Cap Growth Fund


			Selected per share data
					Gain (loss) from investment operations
														Less distributions from

		For the period or year ended	Net asset value, beginning of period		Net investment income (loss)		^a	Net realized & unrealized gain (loss) on total investments			Total gain (loss) from investment operations			Net investment income			Net realized gains
Institutional Class
	10/31/23			$ 16.62		$ 0.04			$ 0.05			$ 0.09			$ (0.10	)		$ —
	10/31/22			30.82		0.09			(10.55	)		(10.46	)		—			(3.74	)
	10/31/21			25.15		(0.06	)		8.91			8.85			—			(3.18	)
	10/31/20			22.21		0.00	^d		5.32			5.32			(0.04	)		(2.34	)
	10/31/19			22.29		0.04			2.90			2.94			(0.08	)		(2.94	)

Advisor Class
	10/31/23			16.58		0.02			0.05			0.07			(0.14	)		—
	10/31/22			30.79		0.01			(10.48	)		(10.47	)		—			(3.74	)
	10/31/21			25.14		(0.07	)		8.90			8.83			—			(3.18	)
	10/31/20			22.20		(0.08	)		5.39			5.31			(0.03	)		(2.34	)
	10/31/19			22.28		0.03			2.90			2.93			(0.07	)		(2.94	)

Premier Class
	10/31/23			16.40		0.01			0.05			0.06			(0.07	)		—
	10/31/22			30.51		0.06			(10.43	)		(10.37	)		—			(3.74	)
	10/31/21			24.96		(0.10	)		8.83			8.73			—			(3.18	)
	10/31/20			22.05		(0.03	)		5.28			5.25			0.00	^d		(2.34	)
	10/31/19			22.14		0.01			2.89			2.90			(0.05	)		(2.94	)

Retirement Class
	10/31/23			15.73		(0.01	)		0.05			0.04			(0.05	)		—
	10/31/22			29.44		0.04			(10.01	)		(9.97	)		—			(3.74	)
	10/31/21			24.21		(0.13	)		8.54			8.41			—			(3.18	)
	10/31/20			21.47		(0.06	)		5.14			5.08			—			(2.34	)
	10/31/19			21.63		(0.01	)		2.81			2.80			(0.02	)		(2.94	)

Retail Class
	10/31/23			15.68		(0.01	)		0.04			0.03			(0.06	)		—
	10/31/22			29.36		0.05			(9.99	)		(9.94	)		—			(3.74	)
	10/31/21			24.15		(0.14	)		8.53			8.39			—			(3.18	)
	10/31/20			21.44		(0.07	)		5.12			5.05			—			(2.34	)
	10/31/19			21.60		(0.02	)		2.81			2.79			(0.01	)		(2.94	)


^a	Based on average shares outstanding.
^b	Percentage is not annualized.
^d	Value rounded to zero.

152 Prospectus ■ TIAA-CREF U.S. Equity Funds

(continued)


									Ratios and supplemental data

										Ratios to average net assets

Total dividends and distributions			Net asset value, end of period		Total return		^b	Net assets at end of period (in thousands)		Gross expenses			Net expenses			Net investment income (loss)		^u	Portfolio turnover rate

	$ (0.10	)		$ 16.61		0.52	%^g	$	482,635		0.49	%		0.49	%		0.21	%		38	%
	(3.74	)		16.62		(37.82	)		591,705		0.48			0.48			0.46			62
	(3.18	)		30.82		37.33			1,113,795		0.46			0.46			(0.20	)		76
	(2.38	)		25.15		26.16			721,712		0.48			0.48			(0.02	)		107
	(3.02	)		22.21		15.93			761,182		0.48			0.48			0.20			81


	(0.14	)		16.51		0.43	^g		171		0.58			0.58			0.12			38
	(3.74	)		16.58		(37.90	)		179		0.47			0.47			0.05			62
	(3.18	)		30.79		37.26			7,557		0.50			0.50			(0.24	)		76
	(2.37	)		25.14		26.09			5,113		0.56			0.56			(0.32	)		107
	(3.01	)		22.20		15.87			214		0.54			0.54			0.14			81


	(0.07	)		16.39		0.35	^g		13,050		0.64			0.64			0.08			38
	(3.74	)		16.40		(37.92	)		28,494		0.63			0.63			0.28			62
	(3.18	)		30.51		37.11			60,298		0.61			0.61			(0.35	)		76
	(2.34	)		24.96		26.03			39,582		0.63			0.63			(0.16	)		107
	(2.99	)		22.05		15.70			52,210		0.63			0.63			0.06			81


	(0.05	)		15.72		0.25	^g		248,486		0.74			0.74			(0.04	)		38
	(3.74	)		15.73		(37.94	)		291,903		0.73			0.73			0.21			62
	(3.18	)		29.44		36.93			524,637		0.71			0.71			(0.46	)		76
	(2.34	)		24.21		25.91			375,489		0.73			0.73			(0.28	)		107
	(2.96	)		21.47		15.61			350,839		0.73			0.73			(0.05	)		81


	(0.06	)		15.65		0.17	^g		156,111		0.80			0.78			(0.09	)		38
	(3.74	)		15.68		(37.94	)		170,207		0.78			0.70			0.24			62
	(3.18	)		29.36		36.93			297,057		0.75			0.75			(0.50	)		76
	(2.34	)		24.15		25.80			225,291		0.78			0.78			(0.33	)		107
	(2.95	)		21.44		15.56			198,852		0.78			0.78			(0.10	)		81


^g	During the year ended 10/31/23, 0.13%, 0.13%, 0.16%, 0.14% and 0.13% of the Fund’s total return for Institutional Class, Advisor Class, Premier Class, Retirement Class, and Retail Class, respectively, consisted of a voluntary payment from Advisors.
^u	Includes voluntary compensation from Advisors.

TIAA-CREF U.S. Equity Funds ■ Prospectus 153

Financial highlights

Mid-Cap Value Fund


			Selected per share data
					Gain (loss) from investment operations
														Less distributions from

		For the period or year ended	Net asset value, beginning of period		Net investment income (loss)		^a	Net realized & unrealized gain (loss) on total investments			Total gain (loss) from investment operations			Net investment income			Net realized gains
Institutional Class
	10/31/23			$ 17.45		$ 0.26			$ (0.98	)		$ (0.72	)		$ (0.36	)		$ (1.98	)
	10/31/22			21.23		0.33			(1.23	)		(0.90	)		(0.23	)		(2.65	)
	10/31/21			14.40		0.21			6.92			7.13			(0.30	)		—
	10/31/20			20.40		0.23			(2.47	)		(2.24	)		(0.44	)		(3.32	)
	10/31/19			22.30		0.43			0.87			1.30			(0.41	)		(2.79	)

Advisor Class
	10/31/23			17.42		0.25			(0.98	)		(0.73	)		(0.35	)		(1.98	)
	10/31/22			21.20		0.31			(1.23	)		(0.92	)		(0.21	)		(2.65	)
	10/31/21			14.38		0.20			6.90			7.10			(0.28	)		—
	10/31/20			20.37		0.23			(2.47	)		(2.24	)		(0.43	)		(3.32	)
	10/31/19			22.28		0.43			0.84			1.27			(0.39	)		(2.79	)

Premier Class
	10/31/23			17.40		0.24			(0.98	)		(0.74	)		(0.33	)		(1.98	)
	10/31/22			21.18		0.30			(1.24	)		(0.94	)		(0.19	)		(2.65	)
	10/31/21			14.37		0.18			6.90			7.08			(0.27	)		—
	10/31/20			20.34		0.21			(2.46	)		(2.25	)		(0.40	)		(3.32	)
	10/31/19			22.24		0.39			0.86			1.25			(0.36	)		(2.79	)

Retirement Class
	10/31/23			17.27		0.22			(0.97	)		(0.75	)		(0.31	)		(1.98	)
	10/31/22			21.04		0.28			(1.22	)		(0.94	)		(0.18	)		(2.65	)
	10/31/21			14.28		0.16			6.86			7.02			(0.26	)		—
	10/31/20			20.24		0.20			(2.45	)		(2.25	)		(0.39	)		(3.32	)
	10/31/19			22.14		0.38			0.85			1.23			(0.34	)		(2.79	)

Retail Class
	10/31/23			16.70		0.20			(0.92	)		(0.72	)		(0.32	)		(1.98	)
	10/31/22			20.42		0.27			(1.17	)		(0.90	)		(0.17	)		(2.65	)
	10/31/21			13.86		0.15			6.66			6.81			(0.25	)		—
	10/31/20			19.76		0.18			(2.38	)		(2.20	)		(0.38	)		(3.32	)
	10/31/19			21.70		0.36			0.83			1.19			(0.34	)		(2.79	)


^a	Based on average shares outstanding.
^b	Percentage is not annualized.

154 Prospectus ■ TIAA-CREF U.S. Equity Funds

(continued)


									Ratios and supplemental data

										Ratios to average net assets

Total dividends and distributions			Net asset value, end of period		Total return		^b	Net assets at end of period (in thousands)		Gross expenses			Net expenses			Net investment income (loss)		^u	Portfolio turnover rate

	$ (2.34	)		$ 14.39		(4.86	)%^g	$	932,572		0.46	%		0.46	%		1.69	%		78	%
	(2.88	)		17.45		(5.28	)		1,089,731		0.45			0.45			1.83			80
	(0.30	)		21.23		50.13			1,291,813		0.45			0.44			1.11			80
	(3.76	)		14.40		(14.12	)		1,045,293		0.46			0.43			1.47			143
	(3.20	)		20.40		7.32			1,881,808		0.44			0.40			2.17			81


	(2.33	)		14.36		(4.96	)^g		387		0.56			0.56			1.59			78
	(2.86	)		17.42		(5.39	)		465		0.54			0.54			1.70			80
	(0.28	)		21.20		49.96			416		0.54			0.54			1.05			80
	(3.75	)		14.38		(14.17	)		446		0.55			0.53			1.45			143
	(3.18	)		20.37		7.18			879		0.54			0.49			2.22			81


	(2.31	)		14.35		(4.98	)^g		25,087		0.61			0.61			1.56			78
	(2.84	)		17.40		(5.46	)		53,551		0.60			0.60			1.65			80
	(0.27	)		21.18		49.84			73,331		0.60			0.59			0.95			80
	(3.72	)		14.37		(14.20	)		68,187		0.61			0.58			1.36			143
	(3.15	)		20.34		7.11			124,254		0.59			0.55			1.98			81


	(2.29	)		14.23		(5.08	)^g		385,334		0.71			0.71			1.43			78
	(2.83	)		17.27		(5.54	)		468,267		0.70			0.70			1.56			80
	(0.26	)		21.04		49.70			589,412		0.70			0.69			0.86			80
	(3.71	)		14.28		(14.29	)		413,497		0.71			0.68			1.29			143
	(3.13	)		20.24		7.01			590,795		0.69			0.65			1.92			81


	(2.30	)		13.68		(5.12	)^g		170,959		0.77			0.75			1.39			78
	(2.82	)		16.70		(5.50	)		196,682		0.76			0.70			1.57			80
	(0.25	)		20.42		49.65			224,262		0.76			0.75			0.80			80
	(3.70	)		13.86		(14.37	)		168,504		0.78			0.76			1.21			143
	(3.13	)		19.76		6.96			230,989		0.74			0.70			1.89			81


^g	During the year ended 10/31/23, 0.06%, 0.06%, 0.08%, 0.06% and 0.06% of the Fund’s total return for Institutional Class, Advisor Class, Premier Class, Retirement Class and Retail Class, respectively, consisted of a voluntary payment from Advisors.
^u	Includes voluntary compensation from Advisors.

TIAA-CREF U.S. Equity Funds ■ Prospectus 155

Financial highlights

Quant Small-Cap Equity Fund


			Selected per share data
					Gain (loss) from investment operations
														Less distributions from

		For the period or year ended	Net asset value, beginning of period		Net investment income (loss)		^a	Net realized & unrealized gain (loss) on total investments			Total gain (loss) from investment operations			Net investment income			Net realized gains
Institutional Class
	10/31/23			$ 16.68		$ 0.17			$ (1.02	)		$ (0.85	)		$ (0.16	)		$ (0.83	)
	10/31/22			23.18		0.15			(2.62	)		(2.47	)		(0.12	)		(3.91	)
	10/31/21			14.40		0.10			8.80			8.90			(0.12	)		—
	10/31/20			16.59		0.09			(1.38	)		(1.29	)		(0.18	)		(0.72	)
	10/31/19			18.77		0.16			0.55			0.71			(0.14	)		(2.75	)

Advisor Class
	10/31/23			16.67		0.16			(1.02	)		(0.86	)		(0.15	)		(0.83	)
	10/31/22			23.17		0.14			(2.62	)		(2.48	)		(0.11	)		(3.91	)
	10/31/21			14.39		0.08			8.80			8.88			(0.10	)		—
	10/31/20			16.56		0.08			(1.38	)		(1.30	)		(0.15	)		(0.72	)
	10/31/19			18.75		0.15			0.53			0.68			(0.12	)		(2.75	)

Premier Class
	10/31/23			16.54		0.15			(1.02	)		(0.87	)		(0.13	)		(0.83	)
	10/31/22			23.01		0.12			(2.60	)		(2.48	)		(0.08	)		(3.91	)
	10/31/21			14.30		0.07			8.73			8.80			(0.09	)		—
	10/31/20			16.47		0.07			(1.37	)		(1.30	)		(0.15	)		(0.72	)
	10/31/19			18.64		0.14			0.54			0.68			(0.10	)		(2.75	)

Retirement Class
	10/31/23			16.03		0.13			(0.99	)		(0.86	)		(0.11	)		(0.83	)
	10/31/22			22.43		0.10			(2.53	)		(2.43	)		(0.06	)		(3.91	)
	10/31/21			13.94		0.04			8.53			8.57			(0.08	)		—
	10/31/20			16.08		0.06			(1.35	)		(1.29	)		(0.13	)		(0.72	)
	10/31/19			18.27		0.12			0.52			0.64			(0.08	)		(2.75	)

Retail Class
	10/31/23			15.76		0.12			(0.97	)		(0.85	)		(0.11	)		(0.83	)
	10/31/22			22.12		0.10			(2.49	)		(2.39	)		(0.06	)		(3.91	)
	10/31/21			13.75		0.04			8.41			8.45			(0.08	)		—
	10/31/20			15.87		0.05			(1.32	)		(1.27	)		(0.13	)		(0.72	)
	10/31/19			18.08		0.12			0.50			0.62			(0.08	)		(2.75	)

Class W
	10/31/23			16.72		0.24			(1.03	)		(0.79	)		(0.23	)		(0.83	)
	10/31/22			23.25		0.22			(2.62	)		(2.40	)		(0.22	)		(3.91	)
	10/31/21			14.43		0.19			8.81			9.00			(0.18	)		—
	10/31/20			16.64		0.14			(1.37	)		(1.23	)		(0.26	)		(0.72	)
	10/31/19			18.77		0.23			0.55			0.78			(0.16	)		(2.75	)


^a	Based on average shares outstanding.
^b	Percentage is not annualized.
^f	Does not include in-kind transactions.

156 Prospectus ■ TIAA-CREF U.S. Equity Funds

(continued)


									Ratios and supplemental data

										Ratios to average net assets

Total dividends and distributions			Net asset value, end of period		Total return		^b	Net assets at end of period (in thousands)		Gross expenses			Net expenses			Net investment income (loss)			Portfolio turnover rate

	$ (0.99	)		$ 14.84		(5.35	)%	$	1,466,752		0.42	%		0.42	%		1.07	%		75	%
	(4.03	)		16.68		(12.42	)		1,557,567		0.42			0.42			0.87			74
	(0.12	)		23.18		62.02			1,554,570		0.41			0.41			0.49			64	^f
	(0.90	)		14.40		(8.35	)		1,150,062		0.43			0.40			0.65			93
	(2.89	)		16.59		5.34			1,482,549		0.42			0.39			1.01			98


	(0.98	)		14.83		(5.41	)		775		0.49			0.49			1.02			75
	(4.02	)		16.67		(12.48	)		1,006		0.48			0.48			0.81			74
	(0.10	)		23.17		61.95			781		0.48			0.47			0.40			64	^f
	(0.87	)		14.39		(8.46	)		464		0.50			0.48			0.58			93
	(2.87	)		16.56		5.25			757		0.52			0.50			0.89			98


	(0.96	)		14.71		(5.49	)		27,100		0.57			0.57			0.94			75
	(3.99	)		16.54		(12.58	)		59,270		0.57			0.57			0.72			74
	(0.09	)		23.01		61.90			80,889		0.56			0.56			0.31			64	^f
	(0.87	)		14.30		(8.57	)		65,169		0.58			0.55			0.49			93
	(2.85	)		16.47		5.28			114,749		0.57			0.54			0.85			98


	(0.94	)		14.23		(5.58	)		336,799		0.67			0.67			0.82			75
	(3.97	)		16.03		(12.65	)		368,657		0.67			0.67			0.61			74
	(0.08	)		22.43		61.64			451,648		0.66			0.66			0.22			64	^f
	(0.85	)		13.94		(8.61	)		328,265		0.68			0.65			0.40			93
	(2.83	)		16.08		5.14			440,064		0.67			0.64			0.76			98


	(0.94	)		13.97		(5.63	)		117,417		0.72			0.72			0.77			75
	(3.97	)		15.76		(12.67	)		129,747		0.72			0.69			0.60			74
	(0.08	)		22.12		61.59			157,995		0.72			0.69			0.18			64	^f
	(0.85	)		13.75		(8.61	)		100,998		0.74			0.67			0.38			93
	(2.83	)		15.87		5.06			127,462		0.72			0.65			0.74			98


	(1.06	)		14.87		(4.91	)		464,497		0.42			0.00			1.50			75
	(4.13	)		16.72		(12.05	)		616,706		0.42			0.00			1.29			74
	(0.18	)		23.25		62.73			830,786		0.41			0.00			0.88			64	^f
	(0.98	)		14.43		(8.01	)		679,638		0.42			0.00			0.98			93
	(2.91	)		16.64		5.78			778,275		0.42			0.00			1.40			98

TIAA-CREF U.S. Equity Funds ■ Prospectus 157

Financial highlights

Quant Small/Mid-Cap Equity Fund


			Selected per share data
					Gain (loss) from investment operations
														Less distributions from

		For the period or year ended	Net asset value, beginning of period		Net investment income (loss)		^a	Net realized & unrealized gain (loss) on total investments			Total gain (loss) from investment operations			Net investment income			Net realized gains
Institutional Class
	10/31/23			$ 12.98		$ 0.12			$ (0.29	)		$ (0.17	)		$ (0.11	)		$ (0.81	)
	10/31/22			18.26		0.15			(2.26	)		(2.11	)		(0.19	)		(2.98	)
	10/31/21			11.43		0.12			6.96			7.08			(0.10	)		(0.15	)
	10/31/20			12.29		0.10			(0.24	)		(0.14	)		(0.11	)		(0.61	)
	10/31/19			12.43		0.11			1.08			1.19			(0.10	)		(1.23	)

Advisor Class
	10/31/23			13.00		0.10			(0.29	)		(0.19	)		(0.10	)		(0.81	)
	10/31/22			18.28		0.12			(2.25	)		(2.13	)		(0.17	)		(2.98	)
	10/31/21			11.45		0.10			6.97			7.07			(0.09	)		(0.15	)
	10/31/20			12.31		0.08			(0.23	)		(0.15	)		(0.10	)		(0.61	)
	10/31/19			12.44		0.11			1.08			1.19			(0.09	)		(1.23	)

Premier Class
	10/31/23			13.06		0.10			(0.30	)		(0.20	)		(0.08	)		(0.81	)
	10/31/22			18.35		0.13			(2.28	)		(2.15	)		(0.16	)		(2.98	)
	10/31/21			11.49		0.09			7.00			7.09			(0.08	)		(0.15	)
	10/31/20			12.27		0.08			(0.24	)		(0.16	)		(0.01	)		(0.61	)
	10/31/19			12.41		0.09			1.08			1.17			(0.08	)		(1.23	)

Retirement Class
	10/31/23			12.89		0.09			(0.29	)		(0.20	)		(0.09	)		(0.81	)
	10/31/22			18.16		0.11			(2.25	)		(2.14	)		(0.15	)		(2.98	)
	10/31/21			11.38		0.08			6.93			7.01			(0.08	)		(0.15	)
	10/31/20			12.24		0.07			(0.24	)		(0.17	)		(0.08	)		(0.61	)
	10/31/19			12.39		0.08			1.07			1.15			(0.07	)		(1.23	)

Retail Class
	10/31/23			12.87		0.08			(0.29	)		(0.21	)		(0.07	)		(0.81	)
	10/31/22			18.12		0.10			(2.24	)		(2.14	)		(0.13	)		(2.98	)
	10/31/21			11.36		0.05			6.92			6.97			(0.06	)		(0.15	)
	10/31/20			12.21		0.06			(0.23	)		(0.17	)		(0.07	)		(0.61	)
	10/31/19			12.37		0.07			1.06			1.13			(0.06	)		(1.23	)

Class W
	10/31/23			13.05		0.18			(0.31	)		(0.13	)		(0.17	)		(0.81	)
	10/31/22			18.36		0.22			(2.27	)		(2.05	)		(0.28	)		(2.98	)
	10/31/21			11.48		0.19			6.99			7.18			(0.15	)		(0.15	)
	10/31/20			12.34		0.15			(0.23	)		(0.08	)		(0.17	)		(0.61	)
	10/31/19			12.44		0.17			1.07			1.24			(0.11	)		(1.23	)


^a	Based on average shares outstanding.
^b	Percentage is not annualized.

158 Prospectus ■ TIAA-CREF U.S. Equity Funds

(continued)


									Ratios and supplemental data

										Ratios to average net assets

Total dividends and distributions			Net asset value, end of period		Total return		^b	Net assets at end of period (in thousands)		Gross expenses			Net expenses			Net investment income (loss)			Portfolio turnover rate

	$ (0.92	)		$ 11.89		(1.30	)%	$	76,784		0.47	%		0.47	%		0.95	%		86	%
	(3.17	)		12.98		(13.73	)		67,645		0.48			0.48			1.08			90
	(0.25	)		18.26		62.76			63,132		0.47			0.47			0.73			85
	(0.72	)		11.43		(1.48	)		41,061		0.50			0.50			0.88			88
	(1.33	)		12.29		11.20			43,317		0.50			0.50			0.95			81


	(0.91	)		11.90		(1.48	)		28,399		0.59			0.59			0.83			86
	(3.15	)		13.00		(13.81	)		14,375		0.60			0.60			0.91			90
	(0.24	)		18.28		62.57			9,481		0.59			0.59			0.57			85
	(0.71	)		11.45		(1.55	)		1,702		0.58			0.58			0.72			88
	(1.32	)		12.31		11.18			244		0.54			0.54			0.94			81


	(0.89	)		11.97		(1.51	)		120		0.64			0.64			0.80			86
	(3.14	)		13.06		(13.86	)		131		0.64			0.64			0.92			90
	(0.23	)		18.35		62.45			254		0.66			0.66			0.54			85
	(0.62	)		11.49		(1.61	)		115		0.68			0.68			0.71			88
	(1.31	)		12.27		11.04			123		0.66			0.66			0.80			81


	(0.90	)		11.79		(1.57	)		322,111		0.72			0.72			0.72			86
	(3.13	)		12.89		(13.93	)		258,943		0.73			0.73			0.80			90
	(0.23	)		18.16		62.34			91,997		0.72			0.72			0.48			85
	(0.69	)		11.38		(1.70	)		21,008		0.75			0.75			0.61			88
	(1.30	)		12.24		10.89			11,950		0.75			0.75			0.71			81


	(0.88	)		11.78		(1.63	)		18,878		0.79			0.79			0.64			86
	(3.11	)		12.87		(13.97	)		17,929		0.81			0.78			0.75			90
	(0.21	)		18.12		62.02			17,683		0.87			0.87			0.32			85
	(0.68	)		11.36		(1.76	)		6,757		0.89			0.89			0.51			88
	(1.29	)		12.21		10.67			5,765		0.88			0.88			0.59			81


	(0.98	)		11.94		(0.93	)		559,246		0.47			0.00			1.44			86
	(3.26	)		13.05		(13.30	)		875,424		0.48			0.00			1.55			90
	(0.30	)		18.36		63.50			972,344		0.47			0.00			1.19			85
	(0.78	)		11.48		(0.97	)		675,231		0.50			0.00			1.37			88
	(1.34	)		12.34		11.73			624,076		0.50			0.00			1.46			81

TIAA-CREF U.S. Equity Funds ■ Prospectus 159

Financial highlights

Social Choice Equity Fund


			Selected per share data
					Gain (loss) from investment operations
														Less distributions from

		For the period or year ended	Net asset value, beginning of period		Net investment income (loss)		^a	Net realized & unrealized gain (loss) on total investments			Total gain (loss) from investment operations			Net investment income			Net realized gains
Institutional Class
	10/31/23			$ 23.20		$ 0.39			$ 1.06			$ 1.45			$ (0.36	)		$ (0.75	)
	10/31/22			30.44		0.34			(4.89	)		(4.55	)		(0.33	)		(2.36	)
	10/31/21			21.42		0.31			9.05			9.36			(0.30	)		(0.04	)
	10/31/20			20.36		0.31			1.76			2.07			(0.33	)		(0.68	)
	10/31/19			19.40		0.34			2.25			2.59			(0.31	)		(1.32	)

Advisor Class
	10/31/23			23.17		0.36			1.07			1.43			(0.34	)		(0.75	)
	10/31/22			30.40		0.32			(4.88	)		(4.56	)		(0.31	)		(2.36	)
	10/31/21			21.39		0.29			9.05			9.34			(0.29	)		(0.04	)
	10/31/20			20.34		0.29			1.75			2.04			(0.31	)		(0.68	)
	10/31/19			19.39		0.33			2.24			2.57			(0.30	)		(1.32	)

Premier Class
	10/31/23			23.08		0.35			1.05			1.40			(0.31	)		(0.75	)
	10/31/22			30.29		0.29			(4.86	)		(4.57	)		(0.28	)		(2.36	)
	10/31/21			21.32		0.27			9.01			9.28			(0.27	)		(0.04	)
	10/31/20			20.27		0.28			1.74			2.02			(0.29	)		(0.68	)
	10/31/19			19.33		0.31			2.23			2.54			(0.28	)		(1.32	)

Retirement Class
	10/31/23			23.59		0.33			1.09			1.42			(0.30	)		(0.75	)
	10/31/22			30.90		0.28			(4.97	)		(4.69	)		(0.26	)		(2.36	)
	10/31/21			21.75		0.25			9.19			9.44			(0.25	)		(0.04	)
	10/31/20			20.66		0.26			1.79			2.05			(0.28	)		(0.68	)
	10/31/19			19.67		0.30			2.27			2.57			(0.26	)		(1.32	)

Retail Class
	10/31/23			20.15		0.28			0.92			1.20			(0.31	)		(0.75	)
	10/31/22			26.78		0.24			(4.25	)		(4.01	)		(0.26	)		(2.36	)
	10/31/21			18.88		0.21			7.98			8.19			(0.25	)		(0.04	)
	10/31/20			18.07		0.22			1.55			1.77			(0.28	)		(0.68	)
	10/31/19			17.40		0.26			1.99			2.25			(0.26	)		(1.32	)


^a	Based on average shares outstanding.
^b	Percentage is not annualized.

160 Prospectus ■ TIAA-CREF U.S. Equity Funds

(continued)


									Ratios and supplemental data

										Ratios to average net assets

Total dividends and distributions			Net asset value, end of period		Total return		^b	Net assets at end of period (in thousands)		Gross expenses			Net expenses			Net investment income (loss)			Portfolio turnover rate

	$ (1.11	)		$ 23.54		6.42	%	$	4,068,636		0.18	%		0.17	%		1.62	%		15	%
	(2.69	)		23.20		(16.45	)		4,583,693		0.18			0.17			1.34			19
	(0.34	)		30.44		44.13			5,751,972		0.17			0.16			1.15			27
	(1.01	)		21.42		10.45			3,961,520		0.18			0.17			1.52			26
	(1.63	)		20.36		14.83			3,440,954		0.17			0.17			1.81			21


	(1.09	)		23.51		6.33			44,145		0.27			0.25			1.52			15
	(2.67	)		23.17		(16.51	)		40,920		0.27			0.26			1.26			19
	(0.33	)		30.40		44.05			55,706		0.25			0.25			1.06			27
	(0.99	)		21.39		10.34			37,323		0.26			0.25			1.43			26
	(1.62	)		20.34		14.74			22,476		0.24			0.24			1.73			21


	(1.06	)		23.42		6.22			38,800		0.35			0.34			1.47			15
	(2.64	)		23.08		(16.57	)		69,976		0.37			0.36			1.15			19
	(0.31	)		30.29		43.89			112,030		0.33			0.32			0.99			27
	(0.97	)		21.32		10.26			89,235		0.34			0.33			1.38			26
	(1.60	)		20.27		14.62			95,411		0.33			0.33			1.66			21


	(1.05	)		23.96		6.14			723,544		0.43			0.42			1.36			15
	(2.62	)		23.59		(16.65	)		805,465		0.43			0.42			1.09			19
	(0.29	)		30.90		43.75			1,047,445		0.42			0.41			0.90			27
	(0.96	)		21.75		10.20			767,329		0.43			0.42			1.27			26
	(1.58	)		20.66		14.48			674,563		0.42			0.42			1.55			21


	(1.06	)		20.29		6.12			556,042		0.46			0.43			1.34			15
	(2.62	)		20.15		(16.64	)		563,642		0.46			0.41			1.11			19
	(0.29	)		26.78		43.78			691,931		0.44			0.43			0.88			27
	(0.96	)		18.88		10.09			468,736		0.46			0.45			1.25			26
	(1.58	)		18.07		14.51			462,601		0.45			0.45			1.54			21

TIAA-CREF U.S. Equity Funds ■ Prospectus 161

Financial highlights

Social Choice Low Carbon Equity Fund


			Selected per share data
					Gain (loss) from investment operations
														Less distributions from

		For the period or year ended	Net asset value, beginning of period		Net investment income (loss)		^a	Net realized & unrealized gain (loss) on total investments			Total gain (loss) from investment operations			Net investment income			Net realized gains
Institutional Class
	10/31/23			$ 16.76		$ 0.25			$ 0.92			$ 1.17			$ (0.21	)		$ (0.10	)
	10/31/22			21.44		0.21			(3.71	)		(3.50	)		(0.17	)		(1.01	)
	10/31/21			15.16		0.19			6.47			6.66			(0.16	)		(0.22	)
	10/31/20			13.93		0.19			1.43			1.62			(0.18	)		(0.21	)
	10/31/19			12.77		0.22			1.64			1.86			(0.19	)		(0.51	)

Advisor Class
	10/31/23			16.73		0.23			0.92			1.15			(0.19	)		(0.10	)
	10/31/22			21.41		0.18			(3.70	)		(3.52	)		(0.15	)		(1.01	)
	10/31/21			15.14		0.17			6.46			6.63			(0.14	)		(0.22	)
	10/31/20			13.92		0.19			1.41			1.60			(0.17	)		(0.21	)
	10/31/19			12.77		0.20			1.64			1.84			(0.18	)		(0.51	)

Premier Class
	10/31/23			16.77		0.22			0.92			1.14			(0.18	)		(0.10	)
	10/31/22			21.46		0.18			(3.72	)		(3.54	)		(0.14	)		(1.01	)
	10/31/21			15.18		0.16			6.48			6.64			(0.14	)		(0.22	)
	10/31/20			13.95		0.18			1.42			1.60			(0.16	)		(0.21	)
	10/31/19			12.79		0.19			1.65			1.84			(0.17	)		(0.51	)

Retirement Class
	10/31/23			16.65		0.20			0.92			1.12			(0.17	)		(0.10	)
	10/31/22			21.32		0.16			(3.69	)		(3.53	)		(0.13	)		(1.01	)
	10/31/21			15.09		0.14			6.44			6.58			(0.13	)		(0.22	)
	10/31/20			13.87		0.16			1.42			1.58			(0.15	)		(0.21	)
	10/31/19			12.72		0.18			1.64			1.82			(0.16	)		(0.51	)

Retail Class
	10/31/23			16.66		0.19			0.92			1.11			(0.16	)		(0.10	)
	10/31/22			21.32		0.15			(3.68	)		(3.53	)		(0.12	)		(1.01	)
	10/31/21			15.09		0.13			6.44			6.57			(0.12	)		(0.22	)
	10/31/20			13.88		0.15			1.41			1.56			(0.14	)		(0.21	)
	10/31/19			12.72		0.17			1.65			1.82			(0.15	)		(0.51	)


^a	Based on average shares outstanding.
^b	Percentage is not annualized.

162 Prospectus ■ TIAA-CREF U.S. Equity Funds

(concluded)


									Ratios and supplemental data

										Ratios to average net assets

Total dividends and distributions			Net asset value, end of period		Total return		^b	Net assets at end of period (in thousands)		Gross expenses			Net expenses			Net investment income (loss)			Portfolio turnover rate

	$ (0.31	)		$ 17.62		7.04	%	$	454,299		0.30	%		0.29	%		1.39	%		26	%
	(1.18	)		16.76		(17.30	)		473,329		0.31			0.31			1.14			28
	(0.38	)		21.44		44.55			452,025		0.31			0.31			1.00			26
	(0.39	)		15.16		11.88			211,659		0.35			0.32			1.36			27
	(0.70	)		13.93		15.52			89,166		0.41			0.32			1.67			27


	(0.29	)		17.59		6.92			4,801		0.40			0.39			1.31			26
	(1.16	)		16.73		(17.39	)		8,364		0.42			0.42			1.02			28
	(0.36	)		21.41		44.44			6,920		0.43			0.43			0.87			26
	(0.38	)		15.14		11.72			1,517		0.45			0.42			1.31			27
	(0.69	)		13.92		15.33			1,132		0.52			0.43			1.52			27


	(0.28	)		17.63		6.88			5,380		0.45			0.44			1.25			26
	(1.15	)		16.77		(17.44	)		6,136		0.46			0.46			0.98			28
	(0.36	)		21.46		44.36			6,335		0.46			0.46			0.85			26
	(0.37	)		15.18		11.72			3,253		0.50			0.47			1.27			27
	(0.68	)		13.95		15.33			2,171		0.56			0.47			1.50			27


	(0.27	)		17.50		6.77			585,695		0.55			0.54			1.14			26
	(1.14	)		16.65		(17.52	)		530,048		0.56			0.56			0.88			28
	(0.35	)		21.32		44.19			530,497		0.56			0.56			0.74			26
	(0.36	)		15.09		11.65			202,084		0.60			0.57			1.14			27
	(0.67	)		13.87		15.21			118,956		0.66			0.57			1.38			27


	(0.26	)		17.51		6.72			58,798		0.58			0.58			1.10			26
	(1.13	)		16.66		(17.51	)		53,878		0.60			0.58			0.86			28
	(0.34	)		21.32		44.09			62,509		0.62			0.62			0.68			26
	(0.35	)		15.09		11.47			22,606		0.66			0.63			1.09			27
	(0.66	)		13.88		15.21			15,561		0.73			0.64			1.36			27

TIAA-CREF U.S. Equity Funds ■ Prospectus 163

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164 Prospectus ■ TIAA-CREF U.S. Equity Funds

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TIAA-CREF U.S. Equity Funds ■ Prospectus 165

For more information about TIAA-CREF Funds

Annual and Semi-annual Reports. The Funds’ annual and semi-annual reports and Form N-CSR provide additional information about the Funds’ investments. In the Funds’ annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds’ performance during the preceding fiscal year. In the Funds’ Form N-CSR, you will find the Funds’ annual and semi-annual financial statements. The audited financial statements in the Funds’ annual shareholder report dated October 31, 2023 are also incorporated into this Prospectus by reference.

Over the Internet:

www.tiaa.org

By telephone:

Call 877-518-9161

In writing:

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

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	A15190 (3/24)




		TIAA-CREF Funds		Prospectus

TIAA-CREF Equity Index Funds

MARCH 1, 2024


	Ticker
Fund	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class	Class W


Equity Index Fund	TIEIX	TEIHX	TCEPX	TIQRX	TINRX	TEQWX
Large-Cap Growth Index Fund	TILIX	TRIHX	—	TRIRX	—	TRIWX
Large-Cap Value Index Fund	TILVX	THCVX	—	TRCVX	—	THCWX
S&P 500 Index Fund	TISPX	TISAX	—	TRSPX	—	TISWX
Small-Cap Blend Index Fund	TISBX	TRHBX	—	TRBIX	—	TRHWX
Emerging Markets Equity Index Fund	TEQLX	TEQHX	TEQPX	TEQSX	TEQKX	TENWX
International Equity Index Fund	TCIEX	TCIHX	TRIPX	TRIEX	—	TCIWX

Table of contents

Summary information

Equity Index Fund

Investment objective 5

Fees and expenses 5

Shareholder fees 5

Annual Fund operating expenses 5

Example 6

Portfolio turnover 6

Principal investment strategies 6

Principal investment risks 7

Past performance 8

Portfolio management 10

Purchase and sale of Fund shares 11

Tax information 11

Payments to broker-dealers and other financial intermediary compensation 12

Summary information

Large-Cap Growth Index Fund

Investment objective 13

Fees and expenses 13

Shareholder fees 13

Annual Fund operating expenses 13

Example 14

Portfolio turnover 14

Principal investment strategies 14

Principal investment risks 15

Past performance 16

Portfolio management 18

Purchase and sale of Fund shares 18

Tax information 19

Payments to broker-dealers and other financial intermediary compensation 19

Summary information

Large-Cap Value Index Fund

Investment objective 20

Fees and expenses 20

Shareholder fees 20

Annual Fund operating expenses 20

Example 21

Portfolio turnover 21

Principal investment strategies 21

Principal investment risks 22

Past performance 23

Portfolio management 25

Purchase and sale of Fund shares 25

Tax information 26

Payments to broker-dealers and other financial intermediary compensation 26

Summary information

S&P 500 Index Fund

Investment objective 27

Fees and expenses 27

Shareholder fees 27

Annual Fund operating expenses 27

Example 28

Portfolio turnover 28

Principal investment strategies 28

Principal investment risks 29

Past performance 30

Portfolio management 32

Purchase and sale of Fund shares 32

Tax information 33

Payments to broker-dealers and other financial intermediary compensation 33

Summary information

Small-Cap Blend Index Fund

Investment objective 34

Fees and expenses 34

Shareholder fees 34

Annual Fund operating expenses 34

Example 35

Portfolio turnover 35

Principal investment strategies 36

Principal investment risks 36

Past performance 37

Portfolio management 39

Purchase and sale of Fund shares 39

Tax information 40

Payments to broker-dealers and other financial intermediary compensation 40

Summary information

Emerging Markets Equity Index Fund

Investment objective 41

Fees and expenses 41

Shareholder fees 42

Annual Fund operating expenses 42

Example 42

Portfolio turnover 43

Principal investment strategies 43

Principal investment risks 44

Past performance 46

Portfolio management 49

Purchase and sale of Fund shares 49

Tax information 50

Payments to broker-dealers and other financial intermediary compensation 50

Summary information

International Equity Index Fund

Investment objective 51

Fees and expenses 51

Shareholder fees 51

Annual Fund operating expenses 51

Example 52

Portfolio turnover 52

Principal investment strategies 52

Principal investment risks 53

Past performance 55

Portfolio management 57

Purchase and sale of Fund shares 58

Tax information 58

Payments to broker-dealers and other financial intermediary compensation 59

Table of contents

Additional information about investment strategies and risks of the Funds 59

Additional information about the Funds 59

Additional information on principal investment risks of the Funds 60

Global economic risk 68

Cybersecurity risk 69

Additional information about the Funds’ benchmark indices 69

Additional information on investment strategies of the Funds 72

Portfolio holdings 74

Portfolio turnover 74

Investments by funds of funds 74

Share classes 75

Management of the Funds 75

The Funds’ investment adviser 75

Investment management fees 77

Portfolio management teams 77

Other services 80

Distribution and service arrangements 81

All classes 81

Other payments by the Funds 81

Other payments by Nuveen Securities, Advisors or their affiliates 83

Calculating share price 84

Dividends and distributions 86

Taxes 87

Your account: purchasing, redeeming or exchanging shares 89

Fund shares offered in this Prospectus 89

Share class eligibility 90

Purchasing shares 93

Redeeming shares 100

Exchanging shares 104

Conversion of shares–applicable to all investors 106

Important transaction information 107

Market timing/excessive trading policy–applicable to all investors 110

Electronic prospectuses 112

Additional information about index providers 112

Additional information about the Trust and the Board of Trustees 115

Glossary 116

Financial highlights 117

Summary information

TIAA-CREF Equity Index Fund

Investment objective

The Fund seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of equity securities selected to track the overall U.S. equity markets based on a market index.

Fees and expenses

SHAREHOLDER FEES (fees paid directly from your investment)


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class	Class W
Maximum sales charge imposed on purchases (percentage of offering price)	0%	0%	0%	0%	0%	0%
Maximum deferred sales charge	0%	0%	0%	0%	0%	0%
Maximum sales charge imposed on reinvested dividends and other distributions	0%	0%	0%	0%	0%	0%
Redemption or exchange fee	0%	0%	0%	0%	0%	0%
Account maintenance fee (annual fee on accounts under $2,000)	0%	0%	0%	0%	$15.00	0%

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


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class	Class W

Management fees	0.04%	0.04%	0.04%	0.04%	0.04%	0.04%
Distribution (Rule 12b-1) fees	—	—	0.15%	—	0.25%	—
Other expenses	0.01%	0.11%	0.01%	0.26%	0.03%	0.01%
Total annual Fund operating expenses	0.05%	0.15%	0.20%	0.30%	0.32%	0.05%
Waivers and expense reimbursements¹	—	—	—	—	—	(0.05)%	²
Total annual Fund operating expenses after fee waiver and/or expense reimbursement	0.05%	0.15%	0.20%	0.30%	0.32%	0.00%

TIAA-CREF Equity Index Funds ■ Prospectus 5


1	Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, LLC, has contractually agreed to reimburse the Fund for any Total annual Fund operating expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses and extraordinary expenses) that exceed: (i) 0.09% of average daily net assets for Institutional Class shares; (ii) 0.24% of average daily net assets for Advisor Class shares; (iii) 0.24% of average daily net assets for Premier Class shares; (iv) 0.34% of average daily net assets for Retirement Class shares; (v) 0.44% of average daily net assets for Retail Class shares; and (vi) 0.09% of average daily net assets for Class W shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2025, unless changed with approval of the Board of Trustees.
2	Teachers Advisors, LLC has contractually agreed to waive and/or reimburse Class W’s Management fees and Other expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses, Trustee expenses and extraordinary expenses) in their entirety. Teachers Advisors, LLC expects these waiver and/or reimbursement arrangements to remain in effect indefinitely, unless changed or terminated with approval of the Board of Trustees.

Example


	Institutional Class		Advisor Class		Premier Class		Retirement Class		Retail Class		Class W
1 year	$	5	$	15	$	20	$	31	$	33	$	0
3 years	$	16	$	48	$	64	$	97	$	103	$	0
5 years	$	28	$	85	$	113	$	169	$	180	$	0
10 years	$	64	$	192	$	255	$	381	$	406	$	0

Portfolio turnover

Principal investment strategies

Under normal circumstances, the Fund invests at least 80% of its assets in equity securities of its benchmark index, the Russell 3000^® Index. The Russell 3000 Index measures the performance of the largest 3,000 U.S. companies representing approximately 96% of the investable U.S. equity market. The Fund

6 Prospectus ■ TIAA-CREF Equity Index Funds

buys most, but not necessarily all, of the stocks in its benchmark index, and will attempt to closely match the overall investment characteristics of its benchmark index. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes.

The Fund is designed to track various U.S. equity markets as a whole or a segment of these markets. The Fund primarily invests its assets in equity securities its investment adviser, Teachers Advisors, LLC (“Advisors”), has selected to track a designated stock market index. Because the return of an index is not reduced by investment and other operating expenses, the Fund’s ability to match the returns of the Russell 3000 Index is negatively affected by the costs of buying and selling securities as well as the Fund’s fees and other expenses. The use of a particular index by the Fund is not a fundamental policy and may be changed without shareholder approval. The portfolio management team of Advisors will attempt to build a portfolio that generally matches the market weighted investment characteristics of the Fund’s benchmark index.

The Fund is classified as a diversified investment company, as defined under the Investment Company Act of 1940, as amended (the “1940 Act”). However, the Fund may become non-diversified under the 1940 Act without the approval of Fund shareholders solely as a result of a change in relative market capitalization or index weighting of one or more constituents of its benchmark index, the Russell 3000 Index, which the Fund seeks to track.

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. Such conditions may add significantly to the risk of volatility in the net asset value (“NAV”) of the Fund’s shares and adversely affect the Fund and its investments. From time to time, the Fund may invest a significant portion of its assets in companies in one or more related sectors or industries, which would make the Fund more vulnerable to adverse developments affecting such sectors or industries. The Fund currently invests a significant portion of its assets in companies in the information technology sector, although this may change over time.

· Index Risk—The risk that the Fund’s performance may not correspond to its benchmark index for any period of time and may underperform such index or the overall financial market. Additionally, to the extent that the Fund’s investments vary from the composition of its benchmark index, the Fund’s performance could potentially vary from the index’s performance to a greater extent than if the Fund merely attempted to replicate the index.

TIAA-CREF Equity Index Funds ■ Prospectus 7

· Non-Diversification Risk—While the Fund is considered to be a diversified investment company under the 1940 Act, the Fund may become non-diversified under the 1940 Act without Fund shareholder approval when necessary to continue to track its benchmark index. Non-diversified status means that the Fund can invest a greater percentage of its assets in the securities of a single issuer than a diversified fund. Investing in a non-diversified fund involves greater risk than investing in a diversified fund because a loss in value of a particular investment may have a greater effect on the fund’s return since that investment may represent a larger portion of the fund’s total portfolio assets.

Please see the non-summary portion of the Prospectus for more detailed information about the risks described above.

Past performance

8 Prospectus ■ TIAA-CREF Equity Index Funds

2023, 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.org.

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)

Equity Index Fund

PerformanceBarChartData(2014:12.52,2015:0.46,2016:12.76,2017:21.09,2018:-5.22,2019:30.87,2020:20.82,2021:25.63,2022:-19.17,2023:25.91)

Best quarter: 21.98%, for the quarter ended June 30, 2020. Worst quarter: -20.87%, for the quarter ended March 31, 2020.

TIAA-CREF Equity Index Funds ■ Prospectus 9

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2023


		Inception date	One year		Five years		Ten years
Institutional Class		7/1/1999
	Return before taxes		25.91	%	15.12	%	11.45	%
	Return after taxes on distributions		25.43	%	14.60	%	10.85	%
	Return after taxes on distributions and sale of
	Fund shares		15.61	%	12.09	%	9.31	%
Advisor Class		12/4/2015
	Return before taxes		25.78	%	14.99	%	11.36	%^#
Premier Class		9/30/2009
	Return before taxes		25.75	%	14.95	%	11.28	%
Retirement Class		3/31/2006
	Return before taxes		25.59	%	14.84	%	11.17	%
Retail Class		3/31/2006
	Return before taxes		25.60	%	14.81	%	11.14	%
Class W		9/28/2018
	Return before taxes		26.00	%	15.17	%	11.48	%^#

Russell 3000^® Index
(reflects no deductions for fees, expenses or taxes)			25.96	%	15.16	%	11.48	%

Current performance of the Fund’s shares may be higher or lower than that shown above.
^#	The performance shown for the Advisor Class and Class W that is prior to their respective inception dates is based on performance of the Institutional Class. The performance for these periods has not been restated to reflect the actual expenses of the Advisor Class and Class W. If these actual expenses had been reflected, the performance of these two classes shown for these periods would have been different because the Advisor Class and Class W have different expenses than 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, LLC.

Portfolio Managers. The following persons are primarily responsible for the management of the Fund on a day-to-day basis:



Name:	Philip James (Jim) Campagna, CFA	Lei Liao, CFA	Darren Tran, CFA
Title:	Managing Director	Managing Director	Managing Director
Experience on Fund:	since 2005	since 2014	since 2019

10 Prospectus ■ TIAA-CREF Equity Index Funds

Purchase and sale of Fund shares

· The minimum initial investment is $10 million and the minimum subsequent investment is $1,000 for Institutional Class shares, unless an investor purchases shares by or through financial intermediaries that have entered into an appropriate agreement with the Fund or its affiliates. Employee benefit plans, fee-based managed account programs (“wrap accounts”), state sponsored 529 college savings plans, collective trust funds, investment companies or other pooled investment vehicles, thrifts and bank and trust companies that have entered into agreements to offer Institutional Class shares held in omnibus accounts on the books of the Fund are exempt from initial and subsequent investment minimums.

· There are no minimum initial or subsequent investment requirements for Advisor Class, Premier Class, Retirement Class or Class W shares.

Tax information

TIAA-CREF Equity Index Funds ■ Prospectus 11

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

12 Prospectus ■ TIAA-CREF Equity Index Funds

Summary information

TIAA-CREF Large-Cap Growth Index Fund

Investment objective

The Fund seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of equity securities of large domestic growth companies based on a market index.

Fees and expenses

SHAREHOLDER FEES (fees paid directly from your investment)


	Institutional Class	Advisor Class	Retirement Class	Class W
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%
Maximum account fee	0%	0%	0%	0%

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


	Institutional Class	Advisor Class	Retirement Class	Class W

Management fees	0.04%	0.04%	0.04%	0.04%
Other expenses	0.01%	0.12%	0.26%	0.01%	¹
Total annual Fund operating expenses	0.05%	0.16%	0.30%	0.05%
Waivers and expense reimbursements²	—	—	—	(0.05)%	³
Total annual Fund operating expenses after fee waiver and/or expense reimbursement	0.05%	0.16%	0.30%	0.00%

TIAA-CREF Equity Index Funds ■ Prospectus 13


1	Estimate is for the current fiscal year.
2	Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, LLC, has contractually agreed to reimburse the Fund for any Total annual Fund operating expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses and extraordinary expenses) that exceed: (i) 0.09% of average daily net assets for Institutional Class shares; (ii) 0.24% of average daily net assets for Advisor Class shares; (iii) 0.34% of average daily net assets for Retirement Class shares; and (iv) 0.09% of average daily net assets for Class W shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2025, unless changed with approval of the Board of Trustees.
3	Teachers Advisors, LLC has contractually agreed to waive and/or reimburse Class W’s Management fees and Other expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses, Trustee expenses and extraordinary expenses) in their entirety. Teachers Advisors, LLC expects these waiver and/or reimbursement arrangements to remain in effect indefinitely, unless changed or terminated with approval of the Board of Trustees.

Example


	Institutional Class		Advisor Class		Retirement Class		Class W
1 year	$	5	$	16	$	31	$	0
3 years	$	16	$	52	$	97	$	0
5 years	$	28	$	90	$	169	$	0
10 years	$	64	$	205	$	381	$	0

Portfolio turnover

Principal investment strategies

Under normal circumstances, the Fund invests at least 80% of its assets in securities of its benchmark index, the Russell 1000^® Growth Index. For purposes of the 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

14 Prospectus ■ TIAA-CREF Equity Index Funds

within the Russell 1000^® Index at the time of purchase. The Russell 1000 Growth Index is a subset of the Russell 1000 Index, which represents the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000 Index companies with higher relative price-to-book ratios and higher forecasted growth values. The Fund buys most, but not necessarily all, of the stocks in its benchmark index, and will attempt to closely match the overall investment characteristics of its benchmark index. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes.

The Fund is designed to track various U.S. equity markets as a whole or a segment of these markets. The Fund primarily invests its assets in equity securities its investment adviser, Teachers Advisors, LLC (“Advisors”), has selected to track a designated stock market index. Because the return of an index is not reduced by investment and other operating expenses, the Fund’s ability to match the returns of the Russell 1000 Growth Index is negatively affected by the costs of buying and selling securities as well as the Fund’s fees and other expenses. The use of a particular index by the Fund is not a fundamental policy and may be changed without shareholder approval. The portfolio management team of Advisors will attempt to build a portfolio that generally matches the market weighted investment characteristics of the Fund’s benchmark index.

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. Such conditions may add significantly to the risk of volatility in the net asset value (“NAV”) of the Fund’s shares and adversely affect the Fund and its investments. From time to time, the Fund may invest a significant portion of its assets in companies in one or more related sectors or industries, which would make the Fund more vulnerable to adverse developments affecting such sectors or industries. The Fund currently invests a significant portion of its assets in companies in the information technology sector, although this may change over time.

TIAA-CREF Equity Index Funds ■ Prospectus 15

Please see the non-summary portion of the Prospectus for more detailed information about the risks described above.

Past performance

16 Prospectus ■ TIAA-CREF Equity Index Funds

calendar-year periods covered by the bar chart. The performance table following the bar chart shows the Fund’s average annual total returns for the Institutional, Advisor and Retirement classes over the applicable one-year, five-year, ten-year and since-inception periods ended December 31, 2023, and how those returns compare to those of the Fund’s benchmark index. Performance information is not included for Class W as it is not currently operational. 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.org.

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)

Large-Cap Growth Index Fund

PerformanceBarChartData(2014:12.98,2015:5.61,2016:7.05,2017:30.07,2018:-1.55,2019:36.27,2020:38.43,2021:27.52,2022:-29.17,2023:42.63)

Best quarter: 27.79%, for the quarter ended June 30, 2020. Worst quarter: -20.95%, for the quarter ended June 30, 2022.

TIAA-CREF Equity Index Funds ■ Prospectus 17

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2023


		Inception date	One year		Five years		Ten years
Institutional Class		10/1/2002
	Return before taxes		42.63	%	19.44	%	14.80	%
	Return after taxes on distributions		41.97	%	17.92	%	13.71	%
	Return after taxes on distributions and sale of
	Fund shares		25.67	%	15.50	%	12.16	%
Advisor Class		12/4/2015
	Return before taxes		42.49	%	19.29	%	14.70	%^#
Retirement Class		10/1/2002
	Return before taxes		42.29	%	19.14	%	14.51	%

Russell 1000^® Growth Index
(reflects no deductions for fees, expenses or taxes)			42.68	%	19.50	%	14.86	%

Current performance of the Fund’s shares may be higher or lower than that shown above.
^#	The performance shown for the Advisor Class that is prior to its inception date is based on performance of the Institutional Class. The performance for these periods has not been restated to reflect the actual expenses of the Advisor Class. If these actual expenses had been reflected, the performance of the Advisor Class shown for these periods would have been different because the Advisor Class has different expenses than 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, LLC.

Portfolio Managers. The following persons are primarily responsible for the management of the Fund on a day-to-day basis:



Name:	Philip James (Jim) Campagna, CFA	Lei Liao, CFA	Darren Tran, CFA
Title:	Managing Director	Managing Director	Managing Director
Experience on Fund:	since 2005	since 2014	since 2019

Purchase and sale of Fund shares

18 Prospectus ■ TIAA-CREF Equity Index Funds

Class W shares are available for purchase directly from the Fund only by funds advised by Advisors or its affiliates or other clients or accounts of Advisors or its affiliates that are subject to a contractual fee for advisory, management or other similar or related services provided by Advisors or its affiliates.

· There are no minimum initial or subsequent investment requirements for Advisor Class, Retirement Class or Class W shares.

Tax information

Payments to broker-dealers and other financial intermediary compensation

TIAA-CREF Equity Index Funds ■ Prospectus 19

Summary information

TIAA-CREF Large-Cap Value Index Fund

Investment objective

The Fund seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of equity securities of large domestic value companies based on a market index.

Fees and expenses

SHAREHOLDER FEES (fees paid directly from your investment)


	Institutional Class	Advisor Class	Retirement Class	Class W
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%
Maximum account fee	0%	0%	0%	0%

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


	Institutional Class	Advisor Class	Retirement Class	Class W

Management fees	0.04%	0.04%	0.04%	0.04%
Other expenses	0.01%	0.14%	0.26%	0.01%	¹
Total annual Fund operating expenses	0.05%	0.18%	0.30%	0.05%
Waivers and expense reimbursements²	—	—	—	(0.05)%	³
Total annual Fund operating expenses after fee waiver and/or expense reimbursement	0.05%	0.18%	0.30%	0.00%

20 Prospectus ■ TIAA-CREF Equity Index Funds


1	Estimate is for the current fiscal year.
2	Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, LLC, has contractually agreed to reimburse the Fund for any Total annual Fund operating expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses and extraordinary expenses) that exceed: (i) 0.09% of average daily net assets for Institutional Class shares; (ii) 0.24% of average daily net assets for Advisor Class shares; (iii) 0.34% of average daily net assets for Retirement Class shares; and (iv) 0.09% of average daily net assets for Class W shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2025, unless changed with approval of the Board of Trustees.
3	Teachers Advisors, LLC has contractually agreed to waive and/or reimburse Class W’s Management fees and Other expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses, Trustee expenses and extraordinary expenses) in their entirety. Teachers Advisors, LLC expects these waiver and/or reimbursement arrangements to remain in effect indefinitely, unless changed or terminated with approval of the Board of Trustees.

Example


	Institutional Class		Advisor Class		Retirement Class		Class W
1 year	$	5	$	18	$	31	$	0
3 years	$	16	$	58	$	97	$	0
5 years	$	28	$	101	$	169	$	0
10 years	$	64	$	230	$	381	$	0

Portfolio turnover

Principal investment strategies

Under normal circumstances, the Fund invests at least 80% of its assets in securities of its benchmark index, the Russell 1000^® Value Index. For purposes of the 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

TIAA-CREF Equity Index Funds ■ Prospectus 21

within the Russell 1000^® Index at the time of purchase. The Russell 1000 Value Index is a subset of the Russell 1000 Index, which represents the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000 Index companies with lower relative price-to-book ratios and lower expected growth values. The Fund buys most, but not necessarily all, of the stocks in its benchmark index, and will attempt to closely match the overall investment characteristics of its benchmark index. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes.

The Fund is designed to track various U.S. equity markets as a whole or a segment of these markets. The Fund primarily invests its assets in equity securities its investment adviser, Teachers Advisors, LLC (“Advisors”), has selected to track a designated stock market index. Because the return of an index is not reduced by investment and other operating expenses, the Fund’s ability to match the returns of the Russell 1000 Value Index is negatively affected by the costs of buying and selling securities as well as the Fund’s fees and other expenses. The use of a particular index by the Fund is not a fundamental policy and may be changed without shareholder approval. The portfolio management team of Advisors will attempt to build a portfolio that generally matches the market weighted investment characteristics of the Fund’s benchmark index.

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. Such conditions may add significantly to the risk of volatility in the net asset value (“NAV”) of the Fund’s shares and adversely affect the Fund and its investments. From time to time, the Fund may invest a significant portion of its assets in companies in one or more related sectors or industries, which would make the Fund more vulnerable to adverse developments affecting such sectors or industries. The Fund currently invests a significant portion of its assets in companies in the financials sector, although this may change over time.

22 Prospectus ■ TIAA-CREF Equity Index Funds

Please see the non-summary portion of the Prospectus for more detailed information about the risks described above.

Past performance

TIAA-CREF Equity Index Funds ■ Prospectus 23

may vary from the other share classes. Below the bar chart are the best and worst returns of the Institutional Class for a calendar quarter during the full calendar-year periods covered by the bar chart. The performance table following the bar chart shows the Fund’s average annual total returns for the Institutional, Advisor and Retirement classes over the applicable one-year, five-year, ten-year and since-inception periods ended December 31, 2023, and how those returns compare to those of the Fund’s benchmark index. Performance information is not included for Class W as it is not currently operational. 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.org.

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)

Large-Cap Value Index Fund

PerformanceBarChartData(2014:13.37,2015:-3.81,2016:17.23,2017:13.62,2018:-8.31,2019:26.39,2020:2.9,2021:25.02,2022:-7.54,2023:11.47)

Best quarter: 16.25%, for the quarter ended December 31, 2020. Worst quarter: -26.61%, for the quarter ended March 31, 2020.

24 Prospectus ■ TIAA-CREF Equity Index Funds

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2023


		Inception date	One year		Five years		Ten years
Institutional Class		10/1/2002
	Return before taxes		11.47	%	10.88	%	8.36	%
	Return after taxes on distributions		9.84	%	9.55	%	7.07	%
	Return after taxes on distributions and sale of
	Fund shares		7.31	%	8.34	%	6.40	%
Advisor Class		12/4/2015
	Return before taxes		11.29	%	10.73	%	8.25	%^#
Retirement Class		10/1/2002
	Return before taxes		11.15	%	10.61	%	8.09	%

Russell 1000^® Value Index
(reflects no deductions for fees, expenses or taxes)			11.46	%	10.91	%	8.40	%

Current performance of the Fund’s shares may be higher or lower than that shown above.
^#	The performance shown for the Advisor Class that is prior to its inception date is based on performance of the Institutional Class. The performance for these periods has not been restated to reflect the actual expenses of the Advisor Class. If these actual expenses had been reflected, the performance of the Advisor Class shown for these periods would have been different because the Advisor Class has different expenses than 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, LLC.

Portfolio Managers. The following persons are primarily responsible for the management of the Fund on a day-to-day basis:



Name:	Philip James (Jim) Campagna, CFA	Lei Liao, CFA	Darren Tran, CFA
Title:	Managing Director	Managing Director	Managing Director
Experience on Fund:	since 2005	since 2014	since 2019

Purchase and sale of Fund shares

TIAA-CREF Equity Index Funds ■ Prospectus 25

· There are no minimum initial or subsequent investment requirements for Advisor Class, Retirement Class or Class W shares.

Tax information

Payments to broker-dealers and other financial intermediary compensation

26 Prospectus ■ TIAA-CREF Equity Index Funds

Summary information

TIAA-CREF S&P 500 Index Fund

Investment objective

The Fund seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of equity securities of large domestic companies selected to track U.S. equity markets based on a market index.

Fees and expenses

SHAREHOLDER FEES (fees paid directly from your investment)


	Institutional Class	Advisor Class	Retirement Class	Class W
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%
Maximum account fee	0%	0%	0%	0%

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


	Institutional Class	Advisor Class	Retirement Class	Class W

Management fees	0.04%	0.04%	0.04%	0.04%
Other expenses	0.01%	0.14%	0.26%	0.01%	¹
Total annual Fund operating expenses	0.05%	0.18%	0.30%	0.05%
Waivers and expense reimbursements²	—	—	—	(0.05)%	³
Total annual Fund operating expenses after fee waiver and/or expense reimbursement	0.05%	0.18%	0.30%	0.00%

TIAA-CREF Equity Index Funds ■ Prospectus 27


1	Estimate is for the current fiscal year.
2	Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, LLC, has contractually agreed to reimburse the Fund for any Total annual Fund operating expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses and extraordinary expenses) that exceed: (i) 0.09% of average daily net assets for Institutional Class shares; (ii) 0.24% of average daily net assets for Advisor Class shares; (iii) 0.34% of average daily net assets for Retirement Class shares; and (iv) 0.09% of average daily net assets for Class W shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2025, unless changed with approval of the Board of Trustees.
3	Teachers Advisors, LLC has contractually agreed to waive and/or reimburse Class W’s Management fees and Other expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses, Trustee expenses and extraordinary expenses) in their entirety. Teachers Advisors, LLC expects these waiver and/or reimbursement arrangements to remain in effect indefinitely, unless changed or terminated with approval of the Board of Trustees.

Example


	Institutional Class		Advisor Class		Retirement Class		Class W
1 year	$	5	$	18	$	31	$	0
3 years	$	16	$	58	$	97	$	0
5 years	$	28	$	101	$	169	$	0
10 years	$	64	$	230	$	381	$	0

Portfolio turnover

Principal investment strategies

Under normal circumstances, the Fund invests at least 80% of its assets in securities of its benchmark index, the S&P 500^® Index. The S&P 500 Index includes 500 leading companies and captures approximately 80% coverage of available market capitalization of the U.S. equity market. The Fund buys most,

28 Prospectus ■ TIAA-CREF Equity Index Funds

but not necessarily all, of the stocks in its benchmark index, and will attempt to closely match the overall investment characteristics of its benchmark index. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes.

The Fund is designed to track various U.S. equity markets as a whole or a segment of these markets. The Fund primarily invests its assets in equity securities its investment adviser, Teachers Advisors, LLC (“Advisors”), has selected to track a designated stock market index. Because the return of an index is not reduced by investment and other operating expenses, the Fund’s ability to match the returns of the S&P 500 Index is negatively affected by the costs of buying and selling securities as well as the Fund’s fees and other expenses. The use of a particular index by the Fund is not a fundamental policy and may be changed without shareholder approval. The portfolio management team of Advisors will attempt to build a portfolio that generally matches the market weighted investment characteristics of the Fund’s benchmark index.

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. Such conditions may add significantly to the risk of volatility in the net asset value (“NAV”) of the Fund’s shares and adversely affect the Fund and its investments. From time to time, the Fund may invest a significant portion of its assets in companies in one or more related sectors or industries, which would make the Fund more vulnerable to adverse developments affecting such sectors or industries. The Fund currently invests a significant portion of its assets in companies in the information technology sector, although this may change over time.

TIAA-CREF Equity Index Funds ■ Prospectus 29

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 may vary from the other share classes. Below the bar chart are the best and worst returns of the Institutional Class for a calendar quarter during the full calendar-year periods covered by the bar chart. The performance table following the bar chart shows the Fund’s average annual total returns for the Institutional, Advisor and Retirement classes over the applicable one-year, five-year, ten-year and since-inception periods ended December 31, 2023, and how those returns compare to those of the Fund’s benchmark index. Performance information is not included for Class W as it is not currently operational. 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.

30 Prospectus ■ TIAA-CREF Equity Index Funds

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

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)

S&P 500 Index Fund

PerformanceBarChartData(2014:13.6,2015:1.35,2016:11.87,2017:21.77,2018:-4.45,2019:31.42,2020:18.34,2021:28.64,2022:-18.12,2023:26.22)

Best quarter: 20.53%, for the quarter ended June 30, 2020. Worst quarter: -19.59%, for the quarter ended March 31, 2020.

TIAA-CREF Equity Index Funds ■ Prospectus 31

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2023


		Inception date	One year		Five years		Ten years
Institutional Class		10/1/2002
	Return before taxes		26.22	%	15.63	%	11.97	%
	Return after taxes on distributions		25.75	%	15.14	%	11.42	%
	Return after taxes on distributions and sale of
	Fund shares		15.81	%	12.55	%	9.82	%
Advisor Class		12/4/2015
	Return before taxes		26.06	%	15.48	%	11.86	%^#
Retirement Class		10/1/2002
	Return before taxes		25.89	%	15.34	%	11.69	%

S&P 500^® Index
(reflects no deductions for fees, expenses or taxes)			26.29	%	15.69	%	12.03	%

Current performance of the Fund’s shares may be higher or lower than that shown above.
^#	The performance shown for the Advisor Class that is prior to its inception date is based on performance of the Institutional Class. The performance for these periods has not been restated to reflect the actual expenses of the Advisor Class. If these actual expenses had been reflected, the performance of the Advisor Class shown for these periods would have been different because the Advisor Class has different expenses than 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, LLC.

Portfolio Managers. The following persons are primarily responsible for the management of the Fund on a day-to-day basis:



Name:	Philip James (Jim) Campagna, CFA	Lei Liao, CFA	Darren Tran, CFA
Title:	Managing Director	Managing Director	Managing Director
Experience on Fund:	since 2005	since 2014	since 2019

Purchase and sale of Fund shares

32 Prospectus ■ TIAA-CREF Equity Index Funds

· There are no minimum initial or subsequent investment requirements for Advisor Class, Retirement Class or Class W shares.

Tax information

Payments to broker-dealers and other financial intermediary compensation

TIAA-CREF Equity Index Funds ■ Prospectus 33

Summary information

TIAA-CREF Small-Cap Blend Index Fund

Investment objective

The Fund seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of equity securities in smaller domestic companies based on a market index.

Fees and expenses

SHAREHOLDER FEES (fees paid directly from your investment)


	Institutional Class	Advisor Class	Retirement Class	Class W
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%
Maximum account fee	0%	0%	0%	0%

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


	Institutional Class	Advisor Class	Retirement Class	Class W

Management fees	0.04%	0.04%	0.04%	0.04%
Other expenses	0.01%	0.67%	0.26%	0.01%	¹
Total annual Fund operating expenses	0.05%	0.71%	0.30%	0.05%
Waivers and expense reimbursements²	—	(0.50)%	—	(0.05)%	³
Total annual Fund operating expenses after fee waiver and/or expense reimbursement	0.05%	0.21%	0.30%	0.00%

34 Prospectus ■ TIAA-CREF Equity Index Funds


1	Estimate is for the current fiscal year.
2	Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, LLC, has contractually agreed to reimburse the Fund for any Total annual Fund operating expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses and extraordinary expenses) that exceed: (i) 0.09% of average daily net assets for Institutional Class shares; (ii) 0.24% of average daily net assets for Advisor Class shares; (iii) 0.34% of average daily net assets for Retirement Class shares; and (iv) 0.09% of average daily net assets for Class W shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2025, unless changed with approval of the Board of Trustees. Additionally, pursuant to a Shareholder Servicing Plan with respect to Advisor Class shares, payments to financial intermediaries under the Shareholder Servicing Plan are subject to maximum rates and Teachers Advisors, LLC has agreed to reimburse the Fund if total Advisor Class expenses (subject to certain exclusions) exceed certain specified amounts. Because of the Shareholder Servicing Plan, Total annual Fund operating expenses after fee waiver and/or expense reimbursement for Advisor Class shares will be less than the expense limitation. The Board of Trustees must annually approve the continuance of, as well as any material changes to, the Shareholder Servicing Plan.
3	Teachers Advisors, LLC has contractually agreed to waive and/or reimburse Class W’s Management fees and Other expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses, Trustee expenses and extraordinary expenses) in their entirety. Teachers Advisors, LLC expects these waiver and/or reimbursement arrangements to remain in effect indefinitely, unless changed or terminated with approval of the Board of Trustees.

Example


	Institutional Class		Advisor Class		Retirement Class		Class W
1 year	$	5	$	22	$	31	$	0
3 years	$	16	$	177	$	97	$	0
5 years	$	28	$	346	$	169	$	0
10 years	$	64	$	835	$	381	$	0

Portfolio turnover

TIAA-CREF Equity Index Funds ■ Prospectus 35

Principal investment strategies

Under normal circumstances, the Fund invests at least 80% of its assets in equity securities included in its benchmark index, the Russell 2000^® Index. A “small-cap” equity security is a security within the capitalization range of the companies included in the Russell 2000 Index at the time of purchase. The Russell 2000 Index measures the performance of the small-cap segment of the U.S. equity universe. The Fund buys most, but not necessarily all, of the stocks in its benchmark index, and will attempt to closely match the overall investment characteristics of its benchmark index. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes.

The Fund is designed to track various U.S. equity markets as a whole or a segment of these markets. The Fund primarily invests its assets in equity securities its investment adviser, Teachers Advisors, LLC (“Advisors”), has selected to track a designated stock market index. Because the return of an index is not reduced by investment and other operating expenses, the Fund’s ability to match the returns of the Russell 2000 Index is negatively affected by the costs of buying and selling securities as well as the Fund’s fees and other expenses. The use of a particular index by the Fund is not a fundamental policy and may be changed without shareholder approval. The portfolio management team of Advisors will attempt to build a portfolio that generally matches the market weighted investment characteristics of the Fund’s benchmark index.

Principal investment risks

36 Prospectus ■ TIAA-CREF Equity Index Funds

· Illiquid Investments Risk—The risk that illiquid investments may be difficult to sell for the value at which they are carried, if at all, or at any price within the desired time frame.

Please see the non-summary portion of the Prospectus for more detailed information about the risks described above.

Past performance

TIAA-CREF Equity Index Funds ■ Prospectus 37

the bar chart shows the Fund’s average annual total returns for the Institutional, Advisor and Retirement classes over the applicable one-year, five-year, ten-year and since-inception periods ended December 31, 2023, and how those returns compare to those of the Fund’s benchmark index. Performance information is not included for Class W as it is not currently operational. 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.org.

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)

Small-Cap Blend Index Fund

PerformanceBarChartData(2014:5.15,2015:-4.14,2016:21.58,2017:14.83,2018:-10.84,2019:25.53,2020:20.15,2021:14.89,2022:-20.29,2023:17.04)

Best quarter: 31.32%, for the quarter ended December 31, 2020. Worst quarter: -30.55%, for the quarter ended March 31, 2020.

38 Prospectus ■ TIAA-CREF Equity Index Funds

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2023


		Inception date	One year		Five years		Ten years
Institutional Class		10/1/2002
	Return before taxes		17.04	%	10.08	%	7.33	%
	Return after taxes on distributions		15.99	%	8.82	%	5.86	%
	Return after taxes on distributions and sale of
	Fund shares		10.50	%	7.78	%	5.48	%
Advisor Class		12/4/2015
	Return before taxes		16.81	%	9.91	%	7.21	%^#
Retirement Class		10/1/2002
	Return before taxes		16.74	%	9.81	%	7.06	%

Russell 2000^® Index
(reflects no deductions for fees, expenses or taxes)			16.93	%	9.97	%	7.16	%

Current performance of the Fund’s shares may be higher or lower than that shown above.
^#	The performance shown for the Advisor Class that is prior to its inception date is based on performance of the Institutional Class. The performance for these periods has not been restated to reflect the actual expenses of the Advisor Class. If these actual expenses had been reflected, the performance of the Advisor Class shown for these periods would have been different because the Advisor Class has different expenses than 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, LLC.

Portfolio Managers. The following persons are primarily responsible for the management of the Fund on a day-to-day basis:



Name:	Philip James (Jim) Campagna, CFA	Lei Liao, CFA	Darren Tran, CFA
Title:	Managing Director	Managing Director	Managing Director
Experience on Fund:	since 2005	since 2014	since 2019

Purchase and sale of Fund shares

TIAA-CREF Equity Index Funds ■ Prospectus 39

· There are no minimum initial or subsequent investment requirements for Advisor Class, Retirement Class or Class W shares.

Tax information

Payments to broker-dealers and other financial intermediary compensation

40 Prospectus ■ TIAA-CREF Equity Index Funds

Summary information

TIAA-CREF Emerging Markets Equity Index Fund

Investment objective

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

Fees and expenses

TIAA-CREF Equity Index Funds ■ Prospectus 41

SHAREHOLDER FEES (fees paid directly from your investment)


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class	Class W
Maximum sales charge imposed on purchases (percentage of offering price)	0%	0%	0%	0%	0%	0%
Maximum deferred sales charge	0%	0%	0%	0%	0%	0%
Maximum sales charge imposed on reinvested dividends and other distributions	0%	0%	0%	0%	0%	0%
Redemption or exchange fee	0%	0%	0%	0%	0%	0%
Account maintenance fee (annual fee on accounts under $2,000)	0%	0%	0%	0%	$15.00	0%

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


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class	Class W

Management fees	0.10%	0.10%	0.10%	0.10%	0.10%	0.10%
Distribution (Rule 12b-1) fees	—	—	0.15%	—	0.25%	—
Other expenses	0.06%	0.19%	0.06%	0.31%	0.14%	0.06%
Total annual Fund operating expenses	0.16%	0.29%	0.31%	0.41%	0.49%	0.16%
Waivers and expense reimbursements¹	—	—	—	—	—	(0.16)%	²
Total annual Fund operating expenses after fee waiver and/or expense reimbursement	0.16%	0.29%	0.31%	0.41%	0.49%	0.00%


1	Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, LLC, has contractually agreed to reimburse the Fund for any Total annual Fund operating expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses and extraordinary expenses) that exceed: (i) 0.21% of average daily net assets for Institutional Class shares; (ii) 0.36% of average daily net assets for Advisor Class shares; (iii) 0.36% of average daily net assets for Premier Class shares; (iv) 0.46% of average daily net assets for Retirement Class shares; (v) 0.56% of average daily net assets for Retail Class shares; and (vi) 0.21% of average daily net assets for Class W shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2025, unless changed with approval of the Board of Trustees.
2	Teachers Advisors, LLC has contractually agreed to waive and/or reimburse Class W’s Management fees and Other expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses, Trustee expenses and extraordinary expenses) in their entirety. Teachers Advisors, LLC expects these waiver and/or reimbursement arrangements to remain in effect indefinitely, unless changed or terminated with approval of the Board of Trustees.

Example

42 Prospectus ■ TIAA-CREF Equity Index Funds

the table above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


	Institutional Class		Advisor Class		Premier Class		Retirement Class		Retail Class		Class W
1 year	$	16	$	30	$	32	$	42	$	50	$	0
3 years	$	52	$	93	$	100	$	132	$	157	$	0
5 years	$	90	$	163	$	174	$	230	$	274	$	0
10 years	$	205	$	368	$	393	$	518	$	616	$	0

Portfolio turnover

Principal investment strategies

Under normal circumstances, the Fund invests at least 80% of its assets in equity securities that comprise its benchmark index, the MSCI Emerging Markets^® Index (“MSCI EM Index”), or in instruments with economic characteristics similar to all or a portion of the MSCI EM Index. The MSCI EM Index is designed to measure equity market performance in the global emerging markets. The Fund buys most, but not necessarily all, of the stocks in its benchmark index, and will attempt to closely match the overall investment attributes of its benchmark index. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes.

The Fund is designed to track various emerging market equity markets as a whole or a segment of these markets. The Fund primarily invests its assets in equity securities its investment adviser, Teachers Advisors, LLC (“Advisors”), has selected to track a designated stock market index.

Because the return of an index is not reduced by investment and other operating expenses, the Fund’s ability to match the returns of the MSCI EM Index is negatively affected by the costs of buying and selling securities as well as the Fund’s fees and other expenses. The use of a particular index by the Fund is not a fundamental policy and may be changed without shareholder approval. The portfolio management team of Advisors will attempt to build a portfolio that generally matches the market weighted investment characteristics of the Fund’s benchmark index.

From time to time, Advisors may determine that the Fund may not invest in securities of issuers that do not meet certain corporate governance criteria. The Fund currently does not invest in certain companies with operations in Sudan.

TIAA-CREF Equity Index Funds ■ Prospectus 43

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. Such conditions may add significantly to the risk of volatility in the net asset value (“NAV”) of the Fund’s shares and adversely affect the Fund and its investments. From time to time, the Fund may invest a significant portion of its assets in companies in one or more related sectors or industries, which would make the Fund more vulnerable to adverse developments affecting such sectors or industries. The Fund currently invests a significant portion of its assets in companies in the financials and information technology sectors, although this may change over time.

44 Prospectus ■ TIAA-CREF Equity Index Funds

portion of its assets in companies located in China, although this may change over time. Foreign investments may also be subject to risk of loss because of more or less foreign government regulation, less public information, less stringent investor protections and less stringent accounting, corporate governance, financial reporting and disclosure standards. Changes in the value of foreign currencies may make the return on an investment increase or decrease, unrelated to the quality or performance of the investment itself. The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other restrictions by the United States or other governments may also negatively impact the Fund’s investments. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate the Fund’s ability to purchase or sell certain foreign securities or groups of foreign securities, and/or thus may make the Fund’s investments in such securities less liquid (or illiquid) or more difficult to value. The type and severity of sanctions and other measures that may be imposed could vary broadly in scope, and their impact is impossible to predict.

TIAA-CREF Equity Index Funds ■ Prospectus 45

· Illiquid Investments Risk—The risk that illiquid investments may be difficult to sell for the value at which they are carried, if at all, or at any price within the desired time frame.

Please see the non-summary portion of the Prospectus for more detailed information about the risks described above.

Past performance

46 Prospectus ■ TIAA-CREF Equity Index Funds

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

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)

Emerging Markets Equity Index Fund

PerformanceBarChartData(2014:-3.21,2015:-14.83,2016:11.06,2017:37.45,2018:-14.57,2019:18.57,2020:17.68,2021:-3.06,2022:-20.22,2023:9.23)

Best quarter: 19.18%, for the quarter ended June 30, 2020. Worst quarter: -24.02%, for the quarter ended March 31, 2020.

TIAA-CREF Equity Index Funds ■ Prospectus 47

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2023


		Inception date	One year		Five years		Ten years
Institutional Class		8/31/2010
	Return before taxes		9.23	%	3.34	%	2.39	%
	Return after taxes on distributions		8.28	%	2.65	%	1.80	%
	Return after taxes on distributions and sale of
	Fund shares		5.86	%	2.52	%	1.80	%
Advisor Class		12/4/2015
	Return before taxes		9.11	%	3.19	%	2.30	%^#
Premier Class		8/31/2010
	Return before taxes		9.11	%	3.20	%	2.25	%
Retirement Class		8/31/2010
	Return before taxes		8.91	%	3.08	%	2.13	%
Retail Class		8/31/2010
	Return before taxes		8.87	%	2.99	%	2.02	%
Class W		9/28/2018
	Return before taxes		9.49	%	3.54	%	2.50	%^#

MSCI Emerging Markets Index
(reflects reinvested dividends net of withholding
taxes but reflects no deductions for fees, expenses
or other taxes)			9.83	%	3.68	%	2.66	%

Current performance of the Fund’s shares may be higher or lower than that shown above.
^#	The performance shown for the Advisor Class and Class W that is prior to their respective inception dates is based on performance of the Institutional Class. The performance for these periods has not been restated to reflect the actual expenses of the Advisor Class and Class W. If these actual expenses had been reflected, the performance of these two classes shown for these periods would have been different because the Advisor Class and Class W have different expenses than 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.

48 Prospectus ■ TIAA-CREF Equity Index Funds

Portfolio management

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

Portfolio Managers. The following persons are primarily responsible for the management of the Fund on a day-to-day basis:



Name:	Philip James (Jim) Campagna, CFA	Lei Liao, CFA	Darren Tran, CFA
Title:	Managing Director	Managing Director	Managing Director
Experience on Fund:	since 2010	since 2014	since 2019

Purchase and sale of Fund shares

· There are no minimum initial or subsequent investment requirements for Advisor Class, Premier Class, Retirement Class or Class W shares.

TIAA-CREF Equity Index Funds ■ Prospectus 49

Tax information

Payments to broker-dealers and other financial intermediary compensation

50 Prospectus ■ TIAA-CREF Equity Index Funds

Summary information

TIAA-CREF International Equity Index Fund

Investment objective

The Fund seeks a favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of foreign equity investments based on a market index.

Fees and expenses

SHAREHOLDER FEES (fees paid directly from your investment)


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Class W
Maximum sales charge imposed on purchases (percentage of offering price)	0%	0%	0%	0%	0%
Maximum deferred sales charge	0%	0%	0%	0%	0%
Maximum sales charge imposed on reinvested dividends and other distributions	0%	0%	0%	0%	0%
Redemption or exchange fee	0%	0%	0%	0%	0%
Account maintenance fee (annual fee on accounts under $2,000)	0%	0%	0%	0%	0%

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


	Institutional Class	Advisor Class	Premier Class	Retirement Class	Class W

Management fees	0.04%	0.04%	0.04%	0.04%	0.04%
Distribution (Rule 12b-1) fees	—	—	0.15%	—	—
Other expenses	0.01%	0.15%	0.01%	0.26%	0.01%
Total annual Fund operating expenses	0.05%	0.19%	0.20%	0.30%	0.05%
Waivers and expense reimbursements¹	—	—	—	—	(0.05)%	²
Total annual Fund operating expenses after fee waiver and/or expense reimbursement	0.05%	0.19%	0.20%	0.30%	0.00%

TIAA-CREF Equity Index Funds ■ Prospectus 51


1	Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, LLC, has contractually agreed to reimburse the Fund for any Total annual Fund operating expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses and extraordinary expenses) that exceed: (i) 0.15% of average daily net assets for Institutional Class shares; (ii) 0.30% of average daily net assets for Advisor Class shares; (iii) 0.30% of average daily net assets for Premier Class shares; (iv) 0.40% of average daily net assets for Retirement Class shares; and (v) 0.15% of average daily net assets for Class W shares of the Fund. These expense reimbursement arrangements will continue through at least February 28, 2025, unless changed with approval of the Board of Trustees.
2	Teachers Advisors, LLC has contractually agreed to waive and/or reimburse Class W’s Management fees and Other expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses, Trustee expenses and extraordinary expenses) in their entirety. Teachers Advisors, LLC expects these waiver and/or reimbursement arrangements to remain in effect indefinitely, unless changed or terminated with approval of the Board of Trustees.

Example


	Institutional Class		Advisor Class		Premier Class		Retirement Class		Class W
1 year	$	5	$	19	$	20	$	31	$	0
3 years	$	16	$	61	$	64	$	97	$	0
5 years	$	28	$	107	$	113	$	169	$	0
10 years	$	64	$	243	$	255	$	381	$	0

Portfolio turnover

Principal investment strategies

Under normal circumstances, the Fund invests at least 80% of its assets in securities of its benchmark index, the MSCI EAFE^® (Europe, Australasia, Far East) Index (the “MSCI EAFE Index”). The MSCI EAFE Index is designed to measure equity market performance in developed markets around the world,

52 Prospectus ■ TIAA-CREF Equity Index Funds

excluding the U.S. and Canada. The Fund buys most, but not necessarily all, of the stocks included in its benchmark index, and will attempt to closely match the overall investment characteristics of its benchmark index. For purposes of the 80% investment policy, the term “assets” means net assets, plus the amount of any borrowings for investment purposes.

The Fund is designed to track various foreign equity markets as a whole or a segment of these markets. The Fund primarily invests its assets in equity securities its investment adviser, Teachers Advisors, LLC (“Advisors”), has selected to track a designated stock market index.

Because the return of an index is not reduced by investment and other operating expenses, the Fund’s ability to match the returns of the MSCI EAFE Index is negatively affected by the costs of buying and selling securities as well as the Fund’s fees and other expenses. The use of a particular index by the Fund is not a fundamental policy and may be changed without shareholder approval. The portfolio management team of Advisors will attempt to build a portfolio that generally matches the market weighted investment characteristics of the Fund’s benchmark index.

Principal investment risks

· Foreign Investment Risk—Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory,

TIAA-CREF Equity Index Funds ■ Prospectus 53

currency, market or economic developments as well as armed conflicts 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 have lower liquidity and be more difficult to value than investments in U.S. issuers. To the extent the Fund invests a significant portion of its assets in the securities of companies in a single country or region, it may be more susceptible to adverse economic, market, political or regulatory events or conditions affecting that country or region. The Fund currently invests a significant portion of its assets in companies located in Japan, although this may change over time. Foreign investments may also be subject to risk of loss because of more or less foreign government regulation, less public information, less stringent investor protections and less stringent accounting, corporate governance, financial reporting and disclosure standards. Changes in the value of foreign currencies may make the return on an investment increase or decrease, unrelated to the quality or performance of the investment itself. The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other restrictions by the United States or other governments may also negatively impact the Fund’s investments. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate the Fund’s ability to purchase or sell certain foreign securities or groups of foreign securities, and/or thus may make the Fund’s investments in such securities less liquid (or illiquid) or more difficult to value. The type and severity of sanctions and other measures that may be imposed could vary broadly in scope, and their impact is impossible to predict.

· Illiquid Investments Risk—The risk that illiquid investments may be difficult to sell for the value at which they are carried, if at all, or at any price within the desired time frame.

· Currency Risk—The risk that foreign (non-U.S.) currencies may decline in value relative to the U.S. dollar and adversely affect the value of the Fund’s

54 Prospectus ■ TIAA-CREF Equity Index Funds

investments in foreign currencies, securities denominated in foreign currencies or derivative instruments that provide exposure to foreign currencies.

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 may vary from the other share classes. Below the bar chart are the best and worst returns of the Institutional Class for a calendar quarter during the full calendar-year periods covered by the bar chart. The performance table following the bar chart shows the Fund’s average annual total returns for the Institutional, Advisor, Premier, Retirement and Class W classes over the applicable one-year, five-year, ten-year and since-inception periods ended December 31, 2023, 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.org.

TIAA-CREF Equity Index Funds ■ Prospectus 55

ANNUAL TOTAL RETURNS FOR THE INSTITUTIONAL CLASS SHARES (%)

International Equity Index Fund

PerformanceBarChartData(2014:-5.51,2015:-0.49,2016:1.22,2017:25.32,2018:-13.25,2019:21.79,2020:8.14,2021:11.3,2022:-14.2,2023:18.2)

Best quarter: 18.12%, for the quarter ended December 31, 2022. Worst quarter: -23.01%, for the quarter ended March 31, 2020.

56 Prospectus ■ TIAA-CREF Equity Index Funds

AVERAGE ANNUAL TOTAL RETURNS

For the Periods Ended December 31, 2023


		Inception date	One year		Five years		Ten years
Institutional Class		10/1/2002
	Return before taxes		18.20	%	8.25	%	4.40	%
	Return after taxes on distributions		17.31	%	7.57	%	3.64	%
	Return after taxes on distributions and sale of
	Fund shares		11.37	%	6.47	%	3.33	%
Advisor Class		12/4/2015
	Return before taxes		18.06	%	8.13	%	4.31	%^#
Premier Class		9/30/2009
	Return before taxes		18.04	%	8.10	%	4.25	%
Retirement Class		10/1/2002
	Return before taxes		17.93	%	8.00	%	4.14	%
Class W		9/28/2018
	Return before taxes		18.25	%	8.31	%	4.43	%^#

MSCI EAFE^® Index
(reflects reinvested dividends net of withholding
taxes but reflects no deductions for fees, expenses
or other taxes)			18.24	%	8.16	%	4.28	%

Current performance of the Fund’s shares may be higher or lower than that shown above.
^#	The performance shown for the Advisor Class and Class W that is prior to their respective inception dates is based on performance of the Institutional Class. The performance for these periods has not been restated to reflect the actual expenses of the Advisor Class and Class W. If these actual expenses had been reflected, the performance of these two classes shown for these periods would have been different because the Advisor Class and Class W have different expenses than 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, LLC.

Portfolio Managers. The following persons are primarily responsible for the management of the Fund on a day-to-day basis:



Name:	Philip James (Jim) Campagna, CFA	Lei Liao, CFA	Darren Tran, CFA
Title:	Managing Director	Managing Director	Managing Director
Experience on Fund:	since 2005	since 2014	since 2019

TIAA-CREF Equity Index Funds ■ Prospectus 57

Purchase and sale of Fund shares

Institutional Class shares are available for purchase directly from the Fund by certain eligible investors (which include employee benefit plans and financial intermediaries). Advisor Class shares are available for purchase through certain financial intermediaries, employee benefit plans and insurance company separate accounts. Premier Class and Retirement Class shares are generally available for purchase through employee benefit plans, other types of savings plans or accounts and certain financial intermediaries. Class W shares are available for purchase directly from the Fund only by funds advised by Advisors or its affiliates or other clients or accounts of Advisors or its affiliates that are subject to a contractual fee for advisory, management or other similar or related services provided by Advisors or its affiliates.

· There are no minimum initial or subsequent investment requirements for Advisor Class, Premier Class, Retirement Class or Class W shares.

Tax information

58 Prospectus ■ TIAA-CREF Equity Index Funds

Payments to broker-dealers and other financial intermediary compensation

Additional information about investment strategies and risks of the Funds

Additional information about the Funds

Each Fund is an index fund. An index fund seeks to hold all, or a representative sample, of the securities that make up its benchmark index. As index funds, the Funds generally rebalance their portfolios each time that their respective benchmark index rebalances. The use of a particular index as a Fund’s benchmark index is not a fundamental policy and can be changed by the Board of Trustees without shareholder approval. The Funds will notify you if such a change is made.

TIAA-CREF Equity Index Funds ■ Prospectus 59

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

There can be no assurances that a Fund will achieve its investment objective and investors should not consider an investment in any one 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 Funds

60 Prospectus ■ TIAA-CREF Equity Index Funds

stringent regulation of accounting, auditing, financial reporting and recordkeeping requirements, which would affect a Fund’s ability to evaluate potential portfolio companies. Certain emerging market countries may also face other significant internal or external risks, such as the risk of war, macroeconomic, geopolitical, global health conditions, and ethnic, religious and racial conflicts. As a result, there could be less information available about issuers in emerging market countries, which could negatively affect Advisors’ ability to evaluate local companies or their potential impact on a Fund’s performance. 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 have lower overall liquidity than those of issuers in more developed countries. In addition, foreign investors such as a Fund are subject to a variety of special restrictions in many emerging market countries. Moreover, legal remedies for investors in emerging markets (including derivative litigation) may be more limited, and U.S. authorities (such as the SEC or U.S. Department of Justice) may have less ability to bring actions against bad actors in emerging market countries. National policies (including sanctions programs) may limit a Fund’s investment opportunities including restrictions on investment in issuers or industries deemed sensitive to national interests.

TIAA-CREF Equity Index Funds ■ Prospectus 61

Fund’s investments in such securities less liquid (or illiquid) or more difficult to value. The type and severity of sanctions and other similar measures, including counter sanctions and other retaliatory actions, that may be imposed could vary broadly in scope, and their impact is impossible to predict. In some cases, as a result of economic sanctions and other similar governmental actions or developments, a Fund may be forced to sell or otherwise dispose of foreign investments at inopportune times or prices. The imposition of sanctions could, among other things, cause a decline in the value and/or liquidity of securities issued by the sanctioned country or companies located in or economically tied to the sanctioned country and increase market volatility and disruption in the sanctioned country and throughout the world. Sanctions and other similar measures could limit or prevent a Fund from buying and selling securities (in the sanctioned country and other markets), significantly delay or prevent the settlement of securities transactions, and significantly impact the Fund’s liquidity and performance. Sanctions and other similar measures may be in place for a substantial period of time and enacted with limited advanced notice. Brokerage commissions and custodial and transaction costs are often higher for foreign investments, and it may be difficult to use foreign laws and courts to enforce financial or legal obligations. To the extent a Fund invests in depositary receipts, the Fund will be subject to many of the same risks as when investing directly in non-U.S. securities. The holder of an unsponsored depositary receipt may have limited voting rights and may not receive as much information about the issuer of the underlying securities as would the holder of a sponsored depositary receipt. To the extent a Fund invests a significant portion of its assets in the securities of companies in a single country or region (or depositary receipts representing such securities), it is more likely to be impacted by events or conditions affecting that country or region. Investment in a Fund may be more exposed to a single country’s or a region’s economic cycles, stock market valuations and currency, which could increase its risk compared with a more geographically diversified fund. In addition, political, social, regulatory, economic or environmental events that occur in a single country or region may adversely affect the values of that country’s or region’s securities and thus the holdings of the Fund.

62 Prospectus ■ TIAA-CREF Equity Index Funds

companies, industries, assets, or foreign ownership than those in more developed markets. Moreover, it can be more difficult for investors to bring litigation or enforce judgments against issuers in emerging markets or for U.S. regulators to bring enforcement actions against such issuers. Because the financial markets of emerging market countries may be very small, prices of issuers in emerging market countries may be volatile and difficult to determine. In addition, foreign investors such as a Fund are subject to a variety of special restrictions in many such countries. The economies of some emerging markets may be particularly exposed to or affected by a certain industry or sector, and therefore issuers and/or securities of such emerging markets may be more affected by the performance of such industries or sectors.

· Risks of Investing in China—The Emerging Markets Equity Index Fund currently invests a significant portion of its assets in companies located in China, although this may change over time. There are special risks associated with investments in China, including exposure to currency fluctuations, limited access to securities, potentially widespread trading suspensions and government interventions on Chinese-listed issuers, expropriation, confiscatory taxation, nationalization and exchange control regulations (including currency blockage). These risks are heightened by the underdeveloped state of China’s investment and banking systems in general; inflation and rapid fluctuations in inflation and interest rates have had, and may continue to have, negative effects on the economy and securities markets of China. Certain securities issued by companies located or operating in China, such as China A-shares, are subject to trading restrictions and quota limitations. Investments in companies based or operated in China through legal structures known as variable interest entities (“VIEs”), which are not formally recognized under Chinese law, are subject to the risk, among others, that China could cease to allow VIEs at any time or impose new restrictions on the structure. It is also possible that the contractual arrangements underlying VIEs could be deemed unenforceable in China, which could limit (or eliminate) the remedies and rights available to the VIE and its investors and result in significant economic losses. There is also the risk that the U.S. government or other governments may sanction Chinese issuers or otherwise prohibit U.S. persons from investing in certain Chinese issuers, which may negatively impact the Fund’s investments. Additionally, developing countries, such as China, may have less established legal, accounting and financial reporting systems than those in more developed markets, which may reduce the scope or quality of financial information relating to Chinese issuers. In addition, the standards for environmental, social and corporate governance matters in China tend to be lower than such standards in more

TIAA-CREF Equity Index Funds ■ Prospectus 63

developed economies. For more information on the risks associated with investment in companies located in China, please see the Fund’s SAI.

· Risks of Investing in Japan—The International Equity Index Fund currently invests a significant portion of its assets in companies located in Japan, although this may change over time. There are special risks associated with investments in Japan, including exposure to currency fluctuations, foreign trade policy, regional economic disruption, government debt, aging and shrinking of the population, an uncertain financial sector, economic, political or social instability, low domestic consumption, natural disasters and certain corporate structural weaknesses. For more information on the risks associated with investment in companies located in Japan, please see the Fund’s SAI.

64 Prospectus ■ TIAA-CREF Equity Index Funds

· Index Risk—The risk that the performance of a Fund may not correspond to, or may underperform, its benchmark index for any period of time. Although each Fund attempts to use the investment performance of its respective index as a baseline, it may not duplicate the exact composition of that index. In addition, unlike a mutual fund, the returns of an index are not reduced by investment and other operating expenses, and therefore, the ability of an indexed fund to match the performance of its index is adversely affected by the costs of buying and selling investments as well as other expenses. Therefore, no indexed fund can guarantee that its performance will match or exceed its index for any period of time.

TIAA-CREF Equity Index Funds ■ Prospectus 65

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, a Fund may undergo an extended period of decline. From time to time, a Fund may invest a significant portion of its assets in companies in one or more related sectors or industries, which would make the Fund more vulnerable to adverse developments affecting such sectors or industries.

· Non-Diversification Risk—While each Fund is considered to be a diversified investment company under the 1940 Act, each Fund may become non-diversified under the 1940 Act without Fund shareholder approval when necessary to continue to track its benchmark index. Non-diversified status means that a Fund can invest a greater percentage of its assets in the

66 Prospectus ■ TIAA-CREF Equity Index Funds

securities of a single issuer than a diversified fund. Investing in a non-diversified fund involves greater risk than investing in a diversified fund because a loss in value of a particular investment may have a greater effect on the fund’s return since that investment may represent a larger portion of the fund’s total portfolio assets, which could lead to greater volatility in the fund’s returns.

TIAA-CREF Equity Index Funds ■ Prospectus 67

as well as value stocks or the stock market in general and may be out of favor with investors for varying periods of time.

Global economic risk

68 Prospectus ■ TIAA-CREF Equity Index Funds

unexpected or quick reversal of these policies, or the ineffectiveness of these policies, could increase volatility in securities markets, which could adversely affect a Fund’s investments.

Cybersecurity risk

Additional information about the Funds’ benchmark indices

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

TIAA-CREF Equity Index Funds ■ Prospectus 69

Russell 3000 Index

This is the benchmark index for the Equity Index Fund. The Russell 3000 Index represents the 3,000 largest publicly traded U.S. companies, based on market capitalization (according to Frank Russell Company (“Russell”)). Russell 3000 Index companies represent about 96% of the total market capitalization of the publicly traded U.S. equity market. As of December 31, 2023, the Russell 3000 Index had a mean market capitalization of $630.2 billion and a median market capitalization of $2.2 billion. The largest market capitalization of companies in the Russell 3000 Index was $3.0 trillion. Russell determines the composition of the index based only on market capitalization and can change its composition at any time. The Russell 3000 Index is reconstituted (rebalanced) annually in June, with quarterly initial public offering (“IPO”) additions made in March, September and December.

Russell 1000 Growth Index

This is the benchmark index for the Large-Cap Growth Index Fund. 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 (according to Russell). 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, 2023, the Russell 1000 Growth Index had a mean market capitalization of $1.1 trillion and a median market capitalization of $18.1 billion. The largest market capitalization of companies in the Russell 1000 Growth Index was $3.0 trillion. Russell determines the composition of the index based on certain factors and can change its composition at any time. The Russell 1000 Growth Index is reconstituted (rebalanced) annually in June, with quarterly IPO additions made in March, September and December.

Russell 1000 Value Index

This is the benchmark index for the Large-Cap Value Index Fund. 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 Russell). The Russell 1000 Value Index contains higher weightings of roughly one-third of the Russell 1000 Index 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, 2023, the Russell 1000 Value Index had a mean market capitalization of $140.0 billion and a median market capitalization of $13.1 billion. The largest market capitalization of companies in the Russell 1000 Value Index was $779.0 billion. Russell determines the

70 Prospectus ■ TIAA-CREF Equity Index Funds

composition of the index based on certain factors and can change the index’s composition at any time. The Russell 1000 Value Index is reconstituted (rebalanced) annually in June, with quarterly IPO additions made in March, September and December.

S&P 500 Index

This is the benchmark index for the S&P 500 Index 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 80% coverage (by market capitalization) of U.S. equities. As of December 31, 2023, the market capitalization of companies in the S&P 500 Index ranged from $4.9 billion to $3.0 trillion, with a mean market capitalization of $83.6 billion and a median market capitalization of $33.5 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. The S&P 500 Index is rebalanced quarterly in March, June, September and December.

Russell 2000 Index

This is the benchmark index for the Small-Cap Blend Index Fund. The Russell 2000 Index represents the largest 2,000 U.S. equities in market capitalization following the top 1,000 U.S. equities (according to Russell). As of December 31, 2023, the Russell 2000 Index had a mean market capitalization of $3.3 billion and a median market capitalization of $1.0 billion. The largest market capitalization of companies in the Russell 2000 Index was $15.0 billion. Russell determines the composition of the index based on certain factors and can change its composition at any time. The Russell 2000 Index is reconstituted (rebalanced) annually in June, with quarterly IPO additions made in March, September and December.

MSCI Emerging Markets Index

This is the benchmark index for the Emerging Markets Equity Index Fund. The MSCI EM Index tracks the performance of the leading stocks in certain MSCI emerging market 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 an 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 MSCI EM Index, the regional

TIAA-CREF Equity Index Funds ■ Prospectus 71

index captures approximately 85% of the free float-adjusted market capitalization of certain emerging market 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. The MSCI EM Index is rebalanced quarterly in February, May, August and November.

MSCI EAFE Index

This is the benchmark index for the International Equity Index Fund. The MSCI EAFE Index tracks the performance of the leading stocks in certain MSCI 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 certain countries around the world.

Additional information on investment strategies of the Funds

72 Prospectus ■ TIAA-CREF Equity Index Funds

composed of such securities. In writing (selling) call options, a Fund may give up the opportunity to profit on a security if the market price of the security rises and the option is exercised and, conversely, the premiums received from call options sold may not reduce the extent of Fund losses during periods of market decline. In purchasing call and put options, a Fund may purchase a call or put option that expires with no value due to the market price of the security remaining below or above, as applicable, the strike price of the option. In such an event, a Fund would lose the value of the premium paid for the call or put option but would also receive no economic benefit from the purchase or sale, as applicable, of the security. Each Fund can also write (sell) put options. In writing put options, a Fund may experience losses on a security if the market price of the security declines and the option is exercised and, conversely, the premiums received from put options sold may not reduce the extent of Fund losses during periods of market decline.

In seeking to manage currency exposure, a Fund may also 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 Equity Index Funds ■ Prospectus 73

investment objective, restrictions and policies and current regulations. Changes in regulation relating to a registered investment company’s use of derivatives could potentially limit or impact the Funds’ ability to invest in derivatives and adversely affect the value or performance of derivatives and the Funds. Each Fund may invest in derivatives for hedging purposes or to enhance investment return.

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

Portfolio holdings

A description of the Funds’ policies and procedures with respect to the disclosure of their portfolio holdings is available in the Funds’ SAI.

Portfolio turnover

Investments by funds of funds

74 Prospectus ■ TIAA-CREF Equity Index Funds

pools or products (“TCF Funds of Funds”). At certain times, a TCF Fund of Funds or an unaffiliated fund of funds may be a significant or sole shareholder of a Fund. The TCF Funds of Funds are expected to hold a significant portion of the Class W shares of the Funds. Investment decisions made with respect to the TCF Funds of Funds or by unaffiliated funds of funds could, under certain circumstances, negatively impact the Funds, with respect to the expenses, investment performance and liquidity profile of the Funds. For instance, large purchases or redemptions of shares of a Fund by the TCF Funds of Funds or unaffiliated funds of funds, whether as part of a reallocation or rebalancing strategy or otherwise, may result in a Fund having to sell securities or invest cash when it otherwise would not do so. Such transactions could increase a Fund’s transaction costs, accelerate the realization of taxable income if sales of securities resulted in gains, and, in extreme cases, could threaten the continued viability of the Funds to operate as intended. As a result of the TCF Funds of Funds’ or unaffiliated funds of funds’ investment in certain Funds, such Funds may be limited in their ability to invest in other registered funds and private funds.

Share classes

Management of the Funds

The Funds’ investment adviser

TIAA-CREF Equity Index Funds ■ Prospectus 75

December 31, 2023, Advisors and TCIM together had approximately $618.4 billion of assets under management. Advisors is located at 730 Third Avenue, New York, NY 10017-3206.

TIAA 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 Funds, however, pay the management fees and other expenses that are described in the tables of fees and expenses in this Prospectus. The management fees paid by the Funds to Advisors are intended to compensate Advisors for its services to the Funds 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 Funds. In addition, Advisors has contractually agreed to reimburse each Fund for any Total annual Fund operating expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses and extraordinary expenses) that exceed certain amounts, as stated in the “Fees and expenses” section of each Fund in this Prospectus. These expense reimbursement arrangements will continue through at least February 28, 2025, unless changed with approval of the Board of Trustees. The Funds also pay Advisors for certain administrative services that Advisors provides to the Funds on an at-cost basis.

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

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INVESTMENT MANAGEMENT FEES


	Assets under management	Fee rate
	(billions)	(average daily net assets)
Equity Index Fund	All assets	0.04%
Large-Cap Growth Index Fund	All assets	0.04%
Large-Cap Value Index Fund	All assets	0.04%
S&P 500 Index Fund	All assets	0.04%
Small-Cap Blend Index Fund	All assets	0.04%
Emerging Markets Equity Index Fund	All assets	0.10%
International Equity Index Fund	All assets	0.04%

A discussion regarding the basis for the Board of Trustees’ most recent approval of the Funds’ Management Agreement is available in the Funds’ shareholder report for the period ended April 30, 2023. For a free copy of the Funds’ shareholder reports, please visit the Funds’ website at www.tiaa.org, visit the SEC’s website at www.sec.gov or call 800-842-2252.

Portfolio management teams


Name & Title	Portfolio Role	Experience Over Past Five Years	Total Experience (since dates specified below)
Name & Title	Portfolio Role	Experience Over Past Five Years	At TIAA	Total	On Team
EQUITY INDEX FUND
Philip James (Jim) Campagna, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2005	1991	2005
Lei Liao, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2012 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2012	2005	2014

TIAA-CREF Equity Index Funds ■ Prospectus 77


Name & Title	Portfolio Role	Experience Over Past Five Years	Total Experience (since dates specified below)
Name & Title	Portfolio Role	Experience Over Past Five Years	At TIAA	Total	On Team
EQUITY INDEX FUND (continued)
Darren Tran, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2005	2000	2019
LARGE-CAP GROWTH INDEX FUND
Philip James (Jim) Campagna, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2005	1991	2005
Lei Liao, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2012 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2012	2005	2014
Darren Tran, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2005	2000	2019

LARGE-CAP VALUE INDEX FUND
Philip James (Jim) Campagna, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2005	1991	2005
Lei Liao, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2012 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2012	2005	2014
Darren Tran, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2005	2000	2019

S&P 500 INDEX FUND
Philip James (Jim) Campagna, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2005	1991	2005

78 Prospectus ■ TIAA-CREF Equity Index Funds


Name & Title	Portfolio Role	Experience Over Past Five Years	Total Experience (since dates specified below)
Name & Title	Portfolio Role	Experience Over Past Five Years	At TIAA	Total	On Team
S&P 500 INDEX FUND (continued)
Lei Liao, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2012 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2012	2005	2014
Darren Tran, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2005	2000	2019

SMALL-CAP BLEND INDEX FUND
Philip James (Jim) Campagna, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2005	1991	2005
Lei Liao, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2012 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2012	2005	2014
Darren Tran, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2005	2000	2019

EMERGING MARKETS EQUITY INDEX FUND
Philip James (Jim) Campagna, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2005	1991	2010
Lei Liao, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2012 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2012	2005	2014
Darren Tran, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2005	2000	2019

TIAA-CREF Equity Index Funds ■ Prospectus 79


Name & Title	Portfolio Role	Experience Over Past Five Years	Total Experience (since dates specified below)
Name & Title	Portfolio Role	Experience Over Past Five Years	At TIAA	Total	On Team
INTERNATIONAL EQUITY INDEX FUND
Philip James (Jim) Campagna, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2005	1991	2005
Lei Liao, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2012 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2012	2005	2014
Darren Tran, CFA Managing Director	Portfolio Manager	Advisors, TCIM and other advisory affiliates of TIAA—2005 to Present (portfolio management of domestic and international large-, mid- and small-cap equity index and ESG portfolios)	2005	2000	2019

Other services

80 Prospectus ■ TIAA-CREF Equity Index Funds

Distribution and service arrangements

All classes

Additional information about payments to intermediaries appears in the Funds’ SAI.

Other payments by the Funds

Institutional Class

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

Advisor Class

More information about the Funds’ distribution and service arrangements for Advisor Class shares appears in the Funds’ SAI.

TIAA-CREF Equity Index Funds ■ Prospectus 81

Premier Class

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

Retirement Class

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

Retail Class

82 Prospectus ■ TIAA-CREF Equity Index Funds

own expense, may also pay for distribution, promotional and/or shareholder and account maintenance 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.

Class W

More information about the Funds’ distribution and services arrangements for Class W shares appears in the Funds’ SAI.

Other payments by Nuveen Securities, Advisors or their affiliates

TIAA-CREF Equity Index Funds ■ Prospectus 83

Calculating share price

84 Prospectus ■ TIAA-CREF Equity Index Funds

determined and the time the Fund’s NAV is calculated. For example, a 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 a Fund’s NAV. Although each 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.

The Board of Trustees has designated Advisors as the valuation designee pursuant to Rule 2a-5 under the 1940 Act and delegated to Advisors the responsibility of making fair value determinations.

TIAA-CREF Equity Index Funds ■ Prospectus 85

Dividends and distributions

Each 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 investments held by a Fund and capital gains realized from the sale of investments. Each Fund plans to pay dividends on an annual basis.

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.

86 Prospectus ■ TIAA-CREF Equity Index Funds

“Taxes”). Cash distribution checks will be mailed within seven days of the distribution date.

Taxes

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

A portion of ordinary income dividends paid by a 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 a Fund. Notwithstanding this, certain holding period requirements with respect to a shareholder’s shares in a Fund may apply to prevent the shareholder from treating any portion of a dividend as “qualified dividend income.” Additional information about this can be found in the Funds’ SAI.

Each Fund is required to report to the IRS and furnish to certain Fund shareholders the cost basis information for sale transactions of shares

TIAA-CREF Equity Index Funds ■ Prospectus 87

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, each 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.

88 Prospectus ■ TIAA-CREF Equity Index Funds

was actually distributed by the Fund, but will also show the amount of the available offsetting credit or deduction.

Your account: purchasing, redeeming
or exchanging shares

Fund shares offered in this Prospectus

Each Fund may offer up to six share classes: Institutional Class, Advisor Class, Premier Class, Retirement Class, Retail Class and Class W shares. Although the Small-Cap Blend Index Fund has registered Class W shares, as of the date of this Prospectus such shares are not publicly offered. However, this Fund reserves the right to begin publicly offering Class W shares at any time

TIAA-CREF Equity Index Funds ■ Prospectus 89

without prior notice. Institutional Class shares are available for purchase directly from the Funds by certain eligible investors (which include employee benefit plans and financial intermediaries). Advisor Class shares are available for purchase through certain financial intermediaries, employee benefit plans and insurance company separate accounts. Premier Class and Retirement Class shares are generally available for purchase through employee benefit plans or other types of savings plans or accounts. Retail Class shares are available for purchase through certain financial intermediaries or by contacting the Funds directly at www.tiaa.org or 800-223-1200. Class W shares are available for purchase directly from the Funds only by funds advised by Advisors or its affiliates or other clients or accounts of Advisors or its affiliates that are subject to a contractual fee for advisory, management or other similar or related services provided by Advisors or its affiliates. Investors should note that certain account minimums may be required for purchasing Institutional Class or Retail Class shares.

Share class eligibility

Overview

Definitions

· Employee Benefit Plans (as defined below);

· Certain custody accounts sponsored or administered by TIAA, or by other entities not affiliated with TIAA, that are established by individuals as IRAs pursuant to section 408 of the Code; and

· Wrap accounts or other such arrangements as may be offered by a financial advisor or other intermediary.

90 Prospectus ■ TIAA-CREF Equity Index Funds

additional expenses related to the administration of such plans. The Advisor Class is not available to SEPs, SAR-SEPs, SIMPLE IRAs and Keogh plans.

Eligible Investors: These include both Financial Intermediary Accounts and Employee Benefit Plans.

Eligibility—Institutional Class and Retail Class

Institutional Class and Retail Class shares are available for purchase by or through the following types of accounts:

· Direct Purchasers;

· Financial Intermediary Accounts;

· Other investment companies or pools;

· State-sponsored tuition savings plans (529) or healthcare saving accounts (HSA);

· Insurance company separate accounts advised by or affiliated with Advisors, or other affiliates of TIAA; and

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

Eligibility—Advisor Class, Premier Class and Retirement Class

Advisor Class, Premier Class and Retirement Class shares are available for purchase by or through the following types of accounts:

· Direct Purchasers (existing Direct Purchasers of Advisor Class shares only);

· Financial Intermediary Accounts;

· Other investment companies or pools;

· State-sponsored tuition savings plans (529) or healthcare saving accounts (HSA);

· Insurance company separate accounts advised by or affiliated with Advisors, or other affiliates of TIAA; and

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

Eligibility—Class W

TIAA-CREF Equity Index Funds ■ Prospectus 91

other accounts, entities, programs, plans and categories of shareholders as may be approved by the Funds from time to time.

Account minimums

Investors should note that the following account minimums may be required for initial and subsequent purchases of Institutional Class and Retail Class shares:

· Institutional Class shares: The minimum initial investment is $10 million per Fund account and the minimum subsequent investment is at least $1,000 unless an investor purchases shares by or through financial intermediaries that have entered into an appropriate agreement with the Funds or their affiliates. Financial Intermediary Accounts where neither the investor nor the intermediary will receive, from the Funds or their affiliates, any commission payments, account servicing fees, recordkeeping fees, 12b-1 fees, sub-transfer agency fees, so called “finder’s fees,” administration fees or similar fees with respect to Institutional Class shares are not subject to initial purchase or subsequent investment minimums. Employee Benefit Plans, fee-based managed account programs (“wrap accounts”), state sponsored 529 college savings plans, collective trust funds, investment companies or other pooled investment vehicles, thrifts and bank and trust companies that have entered into agreements to offer Institutional Class shares held in omnibus accounts on the books of the Funds are also exempt from initial and subsequent investment minimums.

There are no minimum account requirements, including initial or subsequent minimum investment requirements, for Advisor Class, Premier Class, Retirement Class or Class W shares.

All share classes

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from 8:00 a.m. to 6:00 p.m. Eastern Time. For more information with regard to Retail Class shares, or if you are a Direct Purchaser of Advisor Class shares, please call the Funds at 800-223-1200, Monday through Friday, from 8:00 a.m. to 6:00 p.m. Eastern Time. For more information with regard to Class W shares, please call the Funds at 800-842-2252, Monday through Friday, from 8:00 a.m. to 10:00 p.m. Eastern Time. Due to the limited eligibility of Class W shares, certain of the information below regarding purchasing, redeeming and exchanging shares does not apply to Class W shares.

Purchasing shares

For Direct Purchasers of Institutional Class and Advisor Class shares and for Retail Class shares

How to open an account—Institutional Class

How to open an account—Retail Class

Minimum initial and subsequent investment

For Direct Purchasers of Institutional Class shares, the minimum initial investment is $10 million per Fund account. The minimum initial investment for Retail Class shares in Traditional IRA, Roth IRA and Coverdell accounts is $2,000 per Fund account. The minimum initial investment for Retail Class shares in all other accounts is $2,500 per Fund account. The Funds can only accept payment

TIAA-CREF Equity Index Funds ■ Prospectus 93

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.

There are no minimum account requirements, including initial or subsequent minimum investment requirements, for Advisor Class shares.

Transaction methods for purchases

Make checks payable to “The TIAA-CREF Funds.”

First-Class Mail:

The TIAA-CREF Funds—(specify either: “Institutional Class” or “Retail Class”)

c/o SS&C GIDS, Inc.

P.O. Box 219227

Kansas City, MO 64121-9227

94 Prospectus ■ TIAA-CREF Equity Index Funds

Overnight Mail:

The TIAA-CREF Funds—(specify either: “Institutional Class” or “Retail Class”)

c/o SS&C GIDS, Inc.

430 W 7th Street, STE 219227

Kansas City, MO 64105-1407

· checks made out to you or other parties and signed over to the Funds;

· corporate checks for investment into non-corporate accounts;

TIAA-CREF Equity Index Funds ■ Prospectus 95

· third-party checks except in limited circumstances with regard to subsequent investments (any check not made payable directly to TIAA-CREF Funds will be considered a third-party check); or

· travelers’ checks, money orders, credit card convenience checks, cash, counter checks or starter checks or digital (including virtual or crypto) currencies (e.g., Bitcoin).

For Eligible Investors in Institutional Class, Advisor Class, Premier Class and Retirement Class shares and their clients

For Participants in an Employee Benefit Plan or Financial Intermediary Account administered by TIAA

How to open an account

First-Class or Standard Mail:

TIAA

P.O. Box 1259

Charlotte, NC 28201

Overnight Mail:

TIAA

8500 Andrew Carnegie Blvd

Charlotte, NC 28262

You may allocate single or ongoing contributions by selecting a Fund and the amounts you wish to contribute to that Fund.

96 Prospectus ■ TIAA-CREF Equity Index Funds

Subject to the terms of your plan, you may be eligible to roll over or transfer in balances from other eligible accounts as determined by the Code.

· using the TIAA website’s account access feature at www.tiaa.org;

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

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

For Participants in an Employee Benefit Plan or Financial Intermediary Account not administered by TIAA

How to open an account

Other information for Employee Benefit Plans

Other information for Eligible Investors

Transaction methods for purchases

TIAA-CREF Equity Index Funds ■ Prospectus 97

State Street Bank and Trust Company

One Congress Street, Suite 1

Boston, MA 02114-2016

ABA Number (all classes) 011000028

DDA Number


	Retail Class:	99052771
	All other classes:	99054546

Specify on the wire:

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

· The Fund account number; and

· The Fund or Funds and amount per Fund to be invested.

Purchases of Institutional Class or Advisor Class shares through a broker-dealer or other financial intermediary

Points to remember for all purchases

The Funds consider all purchase requests to be received when they are received in “good order” as determined by the Funds’ transfer agent (or other

98 Prospectus ■ TIAA-CREF Equity Index Funds

authorized Fund agent). (See the section entitled “Important transaction information—Good order” below.) Your investment must be for a specified dollar amount. The Funds 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” and the money you sent will be returned to you. If you hold your shares through a Financial Intermediary Account, such intermediary may have its own independent “good order” and eligibility requirements.

TIAA-CREF Equity Index Funds ■ Prospectus 99

can redeem shares from any of your account(s) as reimbursement for all losses. There is a $25 fee for all returned items, including checks and EFTs. Please note that there is a 10 calendar day hold on all purchases by check, or through EFT.

Redeeming shares

All share classes

Payment of redemption proceeds may take longer than the time a Fund typically expects. However, in certain circumstances, the payment of redemption

100 Prospectus ■ TIAA-CREF Equity Index Funds

proceeds may take up to seven days as permitted by applicable law. For example, the payment of redemption proceeds may be delayed up to seven days (i) during periods of market stress or volatility, (ii) during any period in which an emergency exists so that disposal of a Fund’s investments or determination of its NAV is not reasonably practicable or (iii) when a Fund seeks to satisfy especially large redemption requests.

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

TIAA-CREF Equity Index Funds ■ Prospectus 101

agreement to which the Funds are parties or by borrowing from certain other registered investment companies advised by Advisors or TCIM, including the Funds, under an inter-fund lending program maintained by the Funds and such other registered investment companies pursuant to exemptive relief granted by the SEC. These methods listed in the foregoing sentence are more likely to be used to meet large redemption requests or in times of stressed market conditions. Each Fund also reserves the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of a Fund’s assets, whichever is less. For additional information, please see the “In-kind redemptions of shares” section below.

For participants holding shares through an Employee Benefit Plan (Institutional Class, Advisor Class, Premier Class and Retirement Class shares)

A redemption can be part of an exchange into (1) another fund available through your Employee Benefit Plan or (2) another account or IRA.

For Direct Purchasers, Eligible Investors and their clients (Institutional Class, Advisor Class and Retail Class shares)

Transaction methods for redemptions

If your shares are held through a Financial Intermediary Account, please contact the intermediary for redemption requirements.

102 Prospectus ■ TIAA-CREF Equity Index Funds

TIAA’s homepage at www.tiaa.org. Before you can use the Web Center, you must enter the last four digits of your Social Security number, date of birth and last name. The Funds will use reasonable procedures to confirm that the instructions given are genuine. All transactions over the Web Center are recorded electronically.

• Participants holding Institutional Class, Advisor Class, Premier Class and Retirement Class shares through an Employee Benefit Plan or Financial Intermediary Account administered by TIAA can redeem up to $50,000 every seven calendar days or any greater amount as approved from time to time.

• Direct Purchasers of Institutional Class, Advisor Class and Retail Class shares can redeem amounts up to $100,000 per Fund account per day by phone.

By mail: Send your written request to the appropriate address as described in the section entitled “Purchasing shares” above.

In-kind redemptions of shares: Certain large redemptions of Fund shares may be detrimental to a Fund’s other shareholders because such redemptions can

TIAA-CREF Equity Index Funds ■ Prospectus 103

adversely affect a portfolio manager’s ability to implement the Fund’s 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 a 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 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. In addition, securities redeemed on an in-kind basis will be subject to market risk until sold and taxable gains or losses may be incurred when the securities are converted to cash.

Exchanging shares

Overview

104 Prospectus ■ TIAA-CREF Equity Index Funds

Once made, an exchange request by mail cannot be modified or cancelled.

Transaction methods for exchanges

Over the Internet: You can exchange shares using TIAA’s Web Center, which can be accessed through TIAA’s homepage at www.tiaa.org.

TIAA-CREF Equity Index Funds ■ Prospectus 105

Conversion of shares—applicable to all investors

Voluntary conversions

Mandatory conversions

106 Prospectus ■ TIAA-CREF Equity Index Funds

or redemptions. The Funds will notify affected shareholders in writing prior to any mandatory conversion.

Important transaction information

TIAA-CREF Equity Index Funds ■ Prospectus 107

applicable, may require you to communicate to it any purchase, redemption or exchange request by a specified deadline earlier than the close of that Business Day in order to receive that day’s NAV per share as the transaction price.

Minimum account size.

108 Prospectus ■ TIAA-CREF Equity Index Funds

programs. However, the annual Account Maintenance Fee will apply to IRAs and Coverdell education savings accounts. The Funds reserve the right to waive or reduce the annual Account Maintenance Fee for any Fund account at any time. Additionally, the Funds may increase, terminate or revise the terms of the annual Account Maintenance Fee at any time without advance notice to shareholders.

Changing your address.

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

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

TIAA-CREF Equity Index Funds ■ Prospectus 109

the request and provide Medallion Signature Guarantees. When you change the name on an account, shares in that account are transferred to a new account.

Customer complaints. Customer complaints may be directed to TIAA-CREF Funds, 730 Third Avenue, New York, NY 10017-3206, Attention: Shareholder Services.

Market timing/excessive trading policy—applicable to all investors

110 Prospectus ■ TIAA-CREF Equity Index Funds

TIAA-CREF Equity Index Funds ■ Prospectus 111

intermediary’s market timing policy if the Funds believe that the intermediary’s policy provides comparable protection of Fund shareholders’ interests. The Funds have the right to modify their 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 a Fund’s policies are being followed and/or to instruct intermediaries to take action against shareholders who have violated a Fund’s market timing policies.

The Funds are not appropriate for market timing. You should not invest in the Funds 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 Funds and one will be sent to you.

Additional information about index providers

Russell indices

Source: London Stock Exchange Group plc and its group undertakings (collectively, the “LSE Group”). © LSE Group 2024. FTSE Russell is a trading name of certain of the LSE Group companies. “FTSE^®,” “Russell^®” and “FTSE Russell^®” are trademarks of the relevant LSE Group companies and are used by any other LSE Group company under license. All rights in the FTSE Russell indexes or data vest in the relevant LSE Group company which owns the index or the data. Neither LSE Group nor its licensors accept any liability for any errors or omissions in the indexes or data and no party may rely on any indexes or data contained in this communication. No further distribution of data from the LSE Group is permitted without the relevant LSE Group company’s express written consent. The LSE Group does not promote, sponsor or endorse the content of this communication.

MSCI indices

112 Prospectus ■ TIAA-CREF Equity Index Funds

recommendation to make (or refrain from making) any kind of investment decision and may not be relied on as such. Historical data and analysis should not be taken as an indication or guarantee of any future performance analysis, forecast or prediction. The MSCI information is provided on an “as is” basis and the user of this information assumes the entire risk of any use made of this information. MSCI, each of its affiliates and each other person involved in or related to compiling, computing or creating any MSCI information (collectively, the “MSCI Parties”) expressly disclaims all warranties (including, without limitation, any warranties of originality, accuracy, completeness, timeliness, non-infringement, merchantability and fitness for a particular purpose) with respect to this information. Without limiting any of the foregoing, in no event shall any MSCI Party have any liability for any direct, indirect, special, incidental, punitive, consequential (including, without limitation, lost profits) or any other damages. (www.msci.com)

TIAA-CREF Equity Index Funds ■ Prospectus 113

Standard & Poor’s Index

The S&P 500^® Index is a product of S&P Dow Jones Indices LLC, a division of S&P Global, or its affiliates (“SPDJI”), and has been licensed for use by the S&P 500 Index Fund. Standard & Poor’s^® and S&P^® are registered trademarks of Standard & Poor’s Financial Services LLC, a division of S&P Global (“S&P”); Dow Jones^® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”). It is not possible to invest directly in an index. The Fund is not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P or any of their respective affiliates (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices does not make any representation or warranty, express or implied, to the owners of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the S&P 500 Index to track general market performance. Past performance of an index is not an indication or guarantee of future results. S&P Dow Jones Indices’ only relationship to the Fund with respect to the S&P 500 Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The S&P 500 Index is determined, composed and calculated by S&P Dow Jones Indices without regard to the Fund. S&P Dow Jones Indices has no obligation to take the needs of the Fund or the owners of the Fund into consideration in determining, composing or calculating the S&P 500 Index. S&P Dow Jones Indices is not responsible for and has not participated in the determination of the prices, and amount of the Fund or the timing of the issuance or sale of Fund shares or in the determination or calculation of the equation by which Fund shares are to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices has no obligation or liability in connection with the administration, marketing or trading of the Fund. There is no assurance that investment products based on the S&P 500 Index will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment or tax advisor. A tax advisor should be consulted to evaluate the impact of any tax-exempt securities on portfolios and the tax consequences of making any particular investment decision. Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice.

s&p dow jones indices does not guarantee the adequacy, accuracy, timeliness and/or the completeness of the s&p 500 index or any data related thereto or any communication, including but not limited to, oral or written communication (including electronic communications) with respect thereto. s&p dow jones indices shall not be subject to any damages or liability for any errors, omissions, or delays therein. s&p dow jones indices makes no express or implied warranties, and expressly disclaims all warranties, of merchantability or fitness for a particular purpose or use or as to results to be obtained by the fund, owners of the fund, or any other person or entity from the use of the s&p 500 index or with respect to any data

114 Prospectus ■ TIAA-CREF Equity Index Funds

related thereto. without limiting any of the foregoing, in no event whatsoever shall s&p dow jones indices be liable for any indirect, special, incidental, punitive, or consequential damages including but not limited to, loss of profits, trading losses, lost time or goodwill, even if they have been advised of the possibility of such damages, whether in contract, tort, strict liability, or otherwise. there are no third party beneficiaries of any agreements or arrangements between s&p dow jones indices and the fund, other than the licensors of s&p dow jones indices.

Additional information about the Trust and the Board of Trustees

TIAA-CREF Equity Index Funds ■ Prospectus 115

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.

116 Prospectus ■ TIAA-CREF Equity Index Funds

Financial highlights

The Financial highlights tables are intended to help you understand the financial performance of each class of shares of the Funds 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 a Fund. The total returns in the tables show the rates that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions). Financial highlights are not included for Class W of the Large-Cap Growth Index Fund, Large-Cap Value Index Fund, S&P 500 Index Fund and Small-Cap Blend Index Fund because Class W of each Fund is not currently operational.

PricewaterhouseCoopers LLP serves as the Funds’ independent registered public accounting firm and has audited the financial statements of each of the Funds for each of the periods presented. Its report appears in the Funds’ Annual Report, which is available without charge upon request by visiting the Funds’ website at www.tiaa.org, by visiting the SEC’s website at www.sec.gov or by calling 800-842-2252.

TIAA-CREF Equity Index Funds ■ Prospectus 117

Financial highlights

Equity Index Fund


			Selected per share data
					Gain (loss) from investment operations
														Less distributions from

		For the period or year ended	Net asset value, beginning of period		Net investment income (loss)		^a	Net realized & unrealized gain (loss) on total investments			Total gain (loss) from investment operations			Net investment income			Net realized gains
Institutional Class
	10/31/23			$ 27.90		$ 0.48			$ 1.81			$ 2.29			$ (0.43	)		$ (0.07	)
	10/31/22			34.12		0.44			(5.95	)		(5.51	)		(0.41	)		(0.30	)
	10/31/21			24.07		0.39			10.06			10.45			(0.40	)		—
	10/31/20			22.31		0.39			1.84			2.23			(0.42	)		(0.05	)
	10/31/19			20.12		0.43			2.20			2.63			(0.37	)		(0.07	)

Advisor Class
	10/31/23			27.88		0.46			1.81			2.27			(0.39	)		(0.07	)
	10/31/22			34.11		0.41			(5.95	)		(5.54	)		(0.39	)		(0.30	)
	10/31/21			24.05		0.35			10.06			10.41			(0.35	)		—
	10/31/20			22.29		0.40			1.80			2.20			(0.39	)		(0.05	)
	10/31/19			20.12		0.40			2.19			2.59			(0.35	)		(0.07	)

Premier Class
	10/31/23			27.81		0.44			1.81			2.25			(0.39	)		(0.07	)
	10/31/22			34.01		0.39			(5.93	)		(5.54	)		(0.36	)		(0.30	)
	10/31/21			23.99		0.35			10.03			10.38			(0.36	)		—
	10/31/20			22.24		0.35			1.83			2.18			(0.38	)		(0.05	)
	10/31/19			20.05		0.40			2.19			2.59			(0.33	)		(0.07	)

Retirement Class
	10/31/23			28.29		0.42			1.83			2.25			(0.35	)		(0.07	)
	10/31/22			34.59		0.37			(6.04	)		(5.67	)		(0.33	)		(0.30	)
	10/31/21			24.40		0.32			10.21			10.53			(0.34	)		—
	10/31/20			22.62		0.34			1.85			2.19			(0.36	)		(0.05	)
	10/31/19			20.39		0.38			2.24			2.62			(0.32	)		(0.07	)

Retail Class
	10/31/23			28.39		0.41			1.85			2.26			(0.36	)		(0.07	)
	10/31/22			34.70		0.38			(6.07	)		(5.69	)		(0.32	)		(0.30	)
	10/31/21			24.48		0.32			10.23			10.55			(0.33	)		—
	10/31/20			22.69		0.33			1.86			2.19			(0.35	)		(0.05	)
	10/31/19			20.45		0.38			2.24			2.62			(0.31	)		(0.07	)

Class W
	10/31/23			27.91		0.50			1.81			2.31			(0.44	)		(0.07	)
	10/31/22			34.13		0.45			(5.94	)		(5.49	)		(0.43	)		(0.30	)
	10/31/21			24.08		0.41			10.05			10.46			(0.41	)		—
	10/31/20			22.32		0.39			1.85			2.24			(0.43	)		(0.05	)
	10/31/19			20.13		0.44			2.19			2.63			(0.37	)		(0.07	)


^a	Based on average shares outstanding.
^b	Percentage is not annualized.
^f	Does not include in-kind transactions.

118 Prospectus ■ TIAA-CREF Equity Index Funds

(continued)


									Ratios and supplemental data

										Ratios to average net assets

Total dividends and distributions			Net asset value, end of period		Total return		^b	Net assets at end of period (in thousands)		Gross expenses			Net expenses			Net investment income (loss)			Portfolio turnover rate

	$ (0.50	)		$ 29.69		8.32	%	$	12,336,618		0.05	%		0.05	%		1.64	%		4	%^f
	(0.71	)		27.90		(16.50	)		11,632,072		0.05			0.05			1.46			7
	(0.40	)		34.12		43.84			12,335,597		0.05			0.05			1.30			7	^f
	(0.47	)		24.07		10.10			9,563,188		0.05			0.05			1.69			12	^f
	(0.44	)		22.31		13.47			9,034,344		0.05			0.05			2.08			4


	(0.46	)		29.69		8.25			11,988		0.15			0.15			1.54			4	^f
	(0.69	)		27.88		(16.59	)		11,341		0.15			0.15			1.33			7
	(0.35	)		34.11		43.66			14,119		0.17			0.17			1.16			7	^f
	(0.44	)		24.05		9.97			9,404		0.17			0.17			1.71			12	^f
	(0.42	)		22.29		13.26			49,888		0.19			0.19			1.93			4


	(0.46	)		29.60		8.18			40,778		0.20			0.20			1.50			4	^f
	(0.66	)		27.81		(16.62	)		54,969		0.20			0.20			1.30			7
	(0.36	)		34.01		43.64			71,581		0.20			0.20			1.15			7	^f
	(0.43	)		23.99		9.92			57,737		0.20			0.20			1.55			12	^f
	(0.40	)		22.24		13.28			63,211		0.20			0.20			1.92			4


	(0.42	)		30.12		8.05			647,237		0.30			0.30			1.39			4	^f
	(0.63	)		28.29		(16.71	)		651,723		0.30			0.30			1.20			7
	(0.34	)		34.59		43.50			838,804		0.30			0.30			1.05			7	^f
	(0.41	)		24.40		9.79			612,612		0.30			0.30			1.45			12	^f
	(0.39	)		22.62		13.18			662,900		0.30			0.30			1.83			4


	(0.43	)		30.22		8.05			1,276,703		0.32			0.32			1.37			4	^f
	(0.62	)		28.39		(16.70	)		1,231,300		0.32			0.28			1.22			7
	(0.33	)		34.70		43.45			1,493,507		0.32			0.32			1.02			7	^f
	(0.40	)		24.48		9.77			1,070,150		0.33			0.33			1.41			12	^f
	(0.38	)		22.69		13.15			1,028,244		0.33			0.33			1.80			4


	(0.51	)		29.71		8.40			21,801,793		0.05			0.00			1.68			4	^f
	(0.73	)		27.91		(16.46	)		19,193,641		0.05			0.00			1.50			7
	(0.41	)		34.13		43.88			20,403,908		0.05			0.00			1.34			7	^f
	(0.48	)		24.08		10.14			14,941,901		0.05			0.00			1.71			12	^f
	(0.44	)		22.32		13.48			11,566,892		0.05			0.00			2.13			4

TIAA-CREF Equity Index Funds ■ Prospectus 119

Financial highlights

Large-Cap Growth Index Fund


			Selected per share data
					Gain (loss) from investment operations
														Less distributions from

		For the period or year ended	Net asset value, beginning of period		Net investment income (loss)		^a	Net realized & unrealized gain (loss) on total investments			Total gain (loss) from investment operations			Net investment income			Net realized gains
Institutional Class
	10/31/23			$ 42.43		$ 0.39			$ 6.88			$ 7.27			$ (0.41	)		$ (3.67	)
	10/31/22			61.25		0.41			(14.17	)		(13.76	)		(0.50	)		(4.56	)
	10/31/21			43.65		0.39			18.15			18.54			(0.35	)		(0.59	)
	10/31/20			34.63		0.39			9.50			9.89			(0.40	)		(0.47	)
	10/31/19			30.73		0.41			4.59			5.00			(0.39	)		(0.71	)

Advisor Class
	10/31/23			42.34		0.33			6.88			7.21			(0.36	)		(3.67	)
	10/31/22			61.13		0.35			(14.14	)		(13.79	)		(0.44	)		(4.56	)
	10/31/21			43.57		0.32			18.12			18.44			(0.29	)		(0.59	)
	10/31/20			34.57		0.33			9.50			9.83			(0.36	)		(0.47	)
	10/31/19			30.68		0.37			4.59			4.96			(0.36	)		(0.71	)

Retirement Class
	10/31/23			42.70		0.29			6.94			7.23			(0.29	)		(3.67	)
	10/31/22			61.61		0.29			(14.28	)		(13.99	)		(0.36	)		(4.56	)
	10/31/21			43.91		0.26			18.27			18.53			(0.24	)		(0.59	)
	10/31/20			34.83		0.29			9.57			9.86			(0.31	)		(0.47	)
	10/31/19			30.89		0.33			4.63			4.96			(0.31	)		(0.71	)



^a	Based on average shares outstanding.
^b	Percentage is not annualized.
^f	Does not include in-kind transactions.

120 Prospectus ■ TIAA-CREF Equity Index Funds

(continued)


									Ratios and supplemental data

										Ratios to average net assets

Total dividends and distributions			Net asset value, end of period		Total return		^b	Net assets at end of period (in thousands)		Gross expenses			Net expenses			Net investment income (loss)			Portfolio turnover rate

	$ (4.08	)		$ 45.62		18.86	%	$	9,494,986		0.05	%		0.05	%		0.90	%		32	%^f
	(5.06	)		42.43		(24.65	)		8,034,639		0.05			0.05			0.84			34
	(0.94	)		61.25		43.11			10,180,858		0.05			0.05			0.73			31
	(0.87	)		43.65		29.14			7,537,182		0.05			0.05			1.00			33	^f
	(1.10	)		34.63		17.03			6,833,846		0.05			0.05			1.28			28


	(4.03	)		45.52		18.74			170,531		0.16			0.16			0.76			32	^f
	(5.00	)		42.34		(24.73	)		84,495		0.16			0.16			0.72			34
	(0.88	)		61.13		42.93			81,993		0.17			0.17			0.61			31
	(0.83	)		43.57		29.00			63,667		0.18			0.18			0.86			33	^f
	(1.07	)		34.57		16.90			49,158		0.18			0.18			1.16			28


	(3.96	)		45.97		18.58			867,718		0.30			0.30			0.66			32	^f
	(4.92	)		42.70		(24.84	)		757,262		0.30			0.30			0.58			34
	(0.83	)		61.61		42.77			1,085,055		0.30			0.30			0.48			31
	(0.78	)		43.91		28.84			855,735		0.30			0.30			0.74			33	^f
	(1.02	)		34.83		16.75			688,063		0.30			0.30			1.05			28

TIAA-CREF Equity Index Funds ■ Prospectus 121

Financial highlights

Large-Cap Value Index Fund


			Selected per share data
					Gain (loss) from investment operations
														Less distributions from

		For the period or year ended	Net asset value, beginning of period		Net investment income (loss)		^a	Net realized & unrealized gain (loss) on total investments			Total gain (loss) from investment operations			Net investment income			Net realized gains
Institutional Class
	10/31/23			$ 22.29		$ 0.52			$ (0.48	)		$ 0.04			$ (0.50	)		$ (0.49	)
	10/31/22			24.89		0.48			(2.16	)		(1.68	)		(0.45	)		(0.47	)
	10/31/21			17.72		0.44			7.19			7.63			(0.46	)		—
	10/31/20			20.54		0.46			(1.85	)		(1.39	)		(0.57	)		(0.86	)
	10/31/19			19.30		0.57			1.47			2.04			(0.49	)		(0.31	)

Advisor Class
	10/31/23			22.24		0.47			(0.45	)		0.02			(0.42	)		(0.49	)
	10/31/22			24.82		0.44			(2.14	)		(1.70	)		(0.41	)		(0.47	)
	10/31/21			17.67		0.36			7.22			7.58			(0.43	)		—
	10/31/20			20.49		0.48			(1.90	)		(1.42	)		(0.54	)		(0.86	)
	10/31/19			19.26		0.55			1.46			2.01			(0.47	)		(0.31	)

Retirement Class
	10/31/23			22.68		0.48			(0.48	)		—			(0.45	)		(0.49	)
	10/31/22			25.32		0.43			(2.20	)		(1.77	)		(0.40	)		(0.47	)
	10/31/21			18.03		0.39			7.32			7.71			(0.42	)		—
	10/31/20			20.87		0.42			(1.88	)		(1.46	)		(0.52	)		(0.86	)
	10/31/19			19.59		0.53			1.50			2.03			(0.44	)		(0.31	)


^a	Based on average shares outstanding.
^b	Percentage is not annualized.
^f	Does not include in-kind transactions.

122 Prospectus ■ TIAA-CREF Equity Index Funds

(continued)


									Ratios and supplemental data

										Ratios to average net assets

Total dividends and distributions			Net asset value, end of period		Total return		^b	Net assets at end of period (in thousands)		Gross expenses			Net expenses			Net investment income (loss)			Portfolio turnover rate

	$ (0.99	)		$ 21.34		0.09	%	$	6,571,229		0.05	%		0.05	%		2.34	%		26	%^f
	(0.92	)		22.29		(6.99	)		6,667,880		0.05			0.05			2.08			21
	(0.46	)		24.89		43.69			7,684,426		0.05			0.05			1.93			29
	(1.43	)		17.72		(7.51	)		5,586,461		0.05			0.05			2.52			33	^f
	(0.80	)		20.54		11.13			5,973,386		0.05			0.05			2.97			38


	(0.91	)		21.35		(0.04	)		101,091		0.18			0.18			2.15			26	^f
	(0.88	)		22.24		(7.11	)		17,967		0.19			0.19			1.92			21
	(0.43	)		24.82		43.47			16,207		0.19			0.19			1.60			29
	(1.40	)		17.67		(7.63	)		9,094		0.19			0.19			2.54			33	^f
	(0.78	)		20.49		11.00			31,051		0.19			0.19			2.85			38


	(0.94	)		21.74		(0.13	)		1,311,133		0.30			0.30			2.09			26	^f
	(0.87	)		22.68		(7.25	)		1,233,751		0.30			0.30			1.83			21
	(0.42	)		25.32		43.28			1,279,443		0.30			0.30			1.67			29
	(1.38	)		18.03		(7.71	)		821,535		0.30			0.30			2.29			33	^f
	(0.75	)		20.87		10.85			877,423		0.30			0.30			2.71			38

TIAA-CREF Equity Index Funds ■ Prospectus 123

Financial highlights

S&P 500 Index Fund


			Selected per share data
					Gain (loss) from investment operations
														Less distributions from

		For the period or year ended	Net asset value, beginning of period		Net investment income (loss)		^a	Net realized & unrealized gain (loss) on total investments			Total gain (loss) from investment operations			Net investment income			Net realized gains
Institutional Class
	10/31/23			$ 42.87		$ 0.76			$ 3.50			$ 4.26			$ (0.69	)		$ (0.11	)
	10/31/22			51.11		0.69			(8.00	)		(7.31	)		(0.64	)		(0.29	)
	10/31/21			36.35		0.62			14.77			15.39			(0.63	)		—
	10/31/20			33.88		0.62			2.61			3.23			(0.66	)		(0.10	)
	10/31/19			30.48		0.68			3.53			4.21			(0.59	)		(0.22	)

Advisor Class
	10/31/23			42.76		0.69			3.51			4.20			(0.64	)		(0.11	)
	10/31/22			50.99		0.63			(8.00	)		(7.37	)		(0.57	)		(0.29	)
	10/31/21			36.27		0.56			14.74			15.30			(0.58	)		—
	10/31/20			33.82		0.57			2.61			3.18			(0.63	)		(0.10	)
	10/31/19			30.43		0.64			3.52			4.16			(0.55	)		(0.22	)

Retirement Class
	10/31/23			42.49		0.64			3.47			4.11			(0.58	)		(0.11	)
	10/31/22			50.67		0.57			(7.94	)		(7.37	)		(0.52	)		(0.29	)
	10/31/21			36.06		0.51			14.64			15.15			(0.54	)		—
	10/31/20			33.62		0.53			2.60			3.13			(0.59	)		(0.10	)
	10/31/19			30.24		0.60			3.51			4.11			(0.51	)		(0.22	)

^a	Based on average shares outstanding.
^b	Percentage is not annualized.
^f	Does not include in-kind transactions.

124 Prospectus ■ TIAA-CREF Equity Index Funds

(continued)


									Ratios and supplemental data

										Ratios to average net assets

Total dividends and distributions			Net asset value, end of period		Total return		^b	Net assets at end of period (in thousands)		Gross expenses			Net expenses			Net investment income (loss)			Portfolio turnover rate

	$ (0.80	)		$ 46.33		10.09	%	$	5,617,665		0.05	%		0.05	%		1.65	%		2	%^f
	(0.93	)		42.87		(14.62	)		4,933,068		0.05			0.05			1.47			5
	(0.63	)		51.11		42.82			6,310,496		0.05			0.05			1.38			7	^f
	(0.76	)		36.35		9.67			4,426,743		0.05			0.05			1.78			7
	(0.81	)		33.88		14.27			4,038,596		0.05			0.05			2.17			5


	(0.75	)		46.21		9.95			134,151		0.18			0.18			1.52			2	^f
	(0.86	)		42.76		(14.74	)		114,843		0.18			0.18			1.35			5
	(0.58	)		50.99		42.63			134,424		0.18			0.18			1.25			7	^f
	(0.73	)		36.27		9.51			103,558		0.18			0.18			1.65			7
	(0.77	)		33.82		14.12			88,735		0.19			0.19			2.05			5


	(0.69	)		45.91		9.80			2,091,065		0.30			0.30			1.40			2	^f
	(0.81	)		42.49		(14.83	)		1,784,834		0.30			0.30			1.23			5
	(0.54	)		50.67		42.43			2,107,555		0.30			0.30			1.13			7	^f
	(0.69	)		36.06		9.41			1,510,268		0.30			0.30			1.53			7
	(0.73	)		33.62		14.01			1,366,911		0.30			0.30			1.92			5

TIAA-CREF Equity Index Funds ■ Prospectus 125

Financial highlights

Small-Cap Blend Index Fund


			Selected per share data
					Gain (loss) from investment operations
														Less distributions from

		For the period or year ended	Net asset value, beginning of period		Net investment income (loss)		^a	Net realized & unrealized gain (loss) on total investments			Total gain (loss) from investment operations			Net investment income			Net realized gains
Institutional Class
	10/31/23			$ 21.34		$ 0.39			$ (2.17	)		$ (1.78	)		$ (0.32	)		$ (0.07	)
	10/31/22			28.54		0.32			(5.22	)		(4.90	)		(0.32	)		(1.98	)
	10/31/21			19.45		0.27			9.47			9.74			(0.26	)		(0.39	)
	10/31/20			20.46		0.22			(0.15	)		0.07			(0.29	)		(0.79	)
	10/31/19			21.18		0.31			0.59			0.90			(0.28	)		(1.34	)

Advisor Class
	10/31/23			21.29		0.36			(2.16	)		(1.80	)		(0.29	)		(0.07	)
	10/31/22			28.48		0.28			(5.20	)		(4.92	)		(0.29	)		(1.98	)
	10/31/21			19.41		0.23			9.46			9.69			(0.23	)		(0.39	)
	10/31/20			20.43		0.19			(0.16	)		0.03			(0.26	)		(0.79	)
	10/31/19			21.15		0.30			0.57			0.87			(0.25	)		(1.34	)

Retirement Class
	10/31/23			21.41		0.34			(2.17	)		(1.83	)		(0.26	)		(0.07	)
	10/31/22			28.62		0.26			(5.24	)		(4.98	)		(0.25	)		(1.98	)
	10/31/21			19.51		0.20			9.51			9.71			(0.21	)		(0.39	)
	10/31/20			20.52		0.17			(0.15	)		0.02			(0.24	)		(0.79	)
	10/31/19			21.23		0.26			0.60			0.86			(0.23	)		(1.34	)


^a	Based on average shares outstanding.
^b	Percentage is not annualized.
^f	Does not include in-kind transactions.

126 Prospectus ■ TIAA-CREF Equity Index Funds

(continued)


									Ratios and supplemental data

										Ratios to average net assets

Total dividends and distributions			Net asset value, end of period		Total return		^b	Net assets at end of period (in thousands)		Gross expenses			Net expenses			Net investment income (loss)			Portfolio turnover rate

	$ (0.39	)		$ 19.17		(8.43	)%	$	2,204,534		0.05	%		0.05	%		1.86	%		16	%
	(2.30	)		21.34		(18.42	)		2,548,376		0.06			0.06			1.38			25
	(0.65	)		28.54		50.75			3,552,723		0.05			0.05			1.00			33
	(1.08	)		19.45		0.08			2,308,446		0.06			0.06			1.16			32	^f
	(1.62	)		20.46		4.98			2,308,296		0.06			0.06			1.58			32


	(0.36	)		19.13		(8.56	)		11,803		0.71			0.20			1.71			16
	(2.27	)		21.29		(18.53	)		12,338		0.67			0.21			1.22			25
	(0.62	)		28.48		50.57			13,774		0.76			0.20			0.85			33
	(1.05	)		19.41		(0.11	)		8,823		1.08			0.20			1.01			32	^f
	(1.59	)		20.43		4.83			7,980		0.84			0.21			1.52			32


	(0.33	)		19.25		(8.62	)		570,342		0.30			0.30			1.62			16
	(2.23	)		21.41		(18.63	)		742,366		0.31			0.31			1.12			25
	(0.60	)		28.62		50.39			1,095,078		0.30			0.30			0.75			33
	(1.03	)		19.51		(0.16	)		791,714		0.30			0.30			0.92			32	^f
	(1.57	)		20.52		4.72			791,066		0.31			0.31			1.33			32

TIAA-CREF Equity Index Funds ■ Prospectus 127

Financial highlights

Emerging Markets Equity Index Fund


			Selected per share data
					Gain (loss) from investment operations
														Less distributions from

		For the period or year ended	Net asset value, beginning of period		Net investment income (loss)		^a	Net realized & unrealized gain (loss) on total investments			Total gain (loss) from investment operations			Net investment income			Net realized gains
Institutional Class
	10/31/23			$ 8.91		$ 0.27			$ 0.68			$ 0.95			$ (0.25	)		$ —
	10/31/22			13.20		0.32			(4.32	)		(4.00	)		(0.29	)		—
	10/31/21			11.64		0.27			1.56			1.83			(0.27	)		—
	10/31/20			11.05		0.23			0.68			0.91			(0.32	)		—
	10/31/19			10.14		0.30			0.85			1.15			(0.24	)		—

Advisor Class
	10/31/23			8.93		0.24			0.69			0.93			(0.22	)		—
	10/31/22			13.23		0.33			(4.36	)		(4.03	)		(0.27	)		—
	10/31/21			11.65		0.24			1.57			1.81			(0.23	)		—
	10/31/20			11.06		0.18			0.71			0.89			(0.30	)		—
	10/31/19			10.13		0.35			0.80			1.15			(0.22	)		—

Premier Class
	10/31/23			8.88		0.25			0.68			0.93			(0.23	)		—
	10/31/22			13.15		0.31			(4.32	)		(4.01	)		(0.26	)		—
	10/31/21			11.60		0.25			1.55			1.80			(0.25	)		—
	10/31/20			11.02		0.21			0.67			0.88			(0.30	)		—
	10/31/19			10.10		0.32			0.82			1.14			(0.22	)		—

Retirement Class
	10/31/23			8.86		0.24			0.67			0.91			(0.22	)		—
	10/31/22			13.12		0.29			(4.30	)		(4.01	)		(0.25	)		—
	10/31/21			11.57		0.24			1.55			1.79			(0.24	)		—
	10/31/20			11.00		0.20			0.67			0.87			(0.30	)		—
	10/31/19			10.08		0.32			0.81			1.13			(0.21	)		—

Retail Class
	10/31/23			8.87		0.23			0.68			0.91			(0.21	)		—
	10/31/22			13.13		0.28			(4.30	)		(4.02	)		(0.24	)		—
	10/31/21			11.59		0.22			1.55			1.77			(0.23	)		—
	10/31/20			11.00		0.19			0.68			0.87			(0.28	)		—
	10/31/19			10.09		0.29			0.82			1.11			(0.20	)		—

Class W
	10/31/23			8.94		0.29			0.67			0.96			(0.26	)		—
	10/31/22			13.23		0.34			(4.33	)		(3.99	)		(0.30	)		—
	10/31/21			11.66		0.29			1.57			1.86			(0.29	)		—
	10/31/20			11.07		0.26			0.67			0.93			(0.34	)		—
	10/31/19			10.14		0.37			0.81			1.18			(0.25	)		—


^a	Based on average shares outstanding.
^b	Percentage is not annualized.
^f	Does not include in-kind transactions.

128 Prospectus ■ TIAA-CREF Equity Index Funds

(continued)


									Ratios and supplemental data

										Ratios to average net assets

Total dividends and distributions			Net asset value, end of period		Total return		^b	Net assets at end of period (in thousands)		Gross expenses			Net expenses			Net investment income (loss)			Portfolio turnover rate

	$ (0.25	)		$ 9.61		10.52	%	$	1,053,054		0.16	%		0.16	%		2.63	%		14	%
	(0.29	)		8.91		(30.98	)		1,010,505		0.19			0.19			2.91			7
	(0.27	)		13.20		15.77			1,165,241		0.18			0.18			1.96			33	^f
	(0.32	)		11.64		8.43			921,818		0.20			0.20			2.13			36
	(0.24	)		11.05		11.60			824,509		0.20			0.20			2.80			53


	(0.22	)		9.64		10.32			4,602		0.29			0.29			2.37			14
	(0.27	)		8.93		(31.08	)		6,895		0.33			0.33			3.01			7
	(0.23	)		13.23		15.61			4,300		0.32			0.32			1.77			33	^f
	(0.30	)		11.65		8.28			2,449		0.34			0.34			1.62			36
	(0.22	)		11.06		11.52			12,105		0.34			0.34			3.34			53


	(0.23	)		9.58		10.39			8,771		0.31			0.31			2.43			14
	(0.26	)		8.88		(31.06	)		22,113		0.34			0.34			2.74			7
	(0.25	)		13.15		15.58			28,510		0.33			0.33			1.80			33	^f
	(0.30	)		11.60		8.21			25,218		0.35			0.35			1.90			36
	(0.22	)		11.02		11.52			26,772		0.35			0.35			3.00			53


	(0.22	)		9.55		10.19			562,249		0.41			0.41			2.41			14
	(0.25	)		8.86		(31.12	)		438,986		0.44			0.44			2.64			7
	(0.24	)		13.12		15.55			556,244		0.43			0.43			1.74			33	^f
	(0.30	)		11.57		8.06			428,964		0.45			0.45			1.89			36
	(0.21	)		11.00		11.43			325,179		0.45			0.45			2.97			53


	(0.21	)		9.57		10.20			16,665		0.49			0.49			2.31			14
	(0.24	)		8.87		(31.19	)		16,002		0.53			0.50			2.51			7
	(0.23	)		13.13		15.32			23,317		0.56			0.56			1.65			33	^f
	(0.28	)		11.59		8.07			15,221		0.57			0.57			1.73			36
	(0.20	)		11.00		11.16			14,225		0.57			0.57			2.74			53


	(0.26	)		9.64		10.69			3,571,788		0.16			0.00			2.82			14
	(0.30	)		8.94		(30.81	)		3,053,793		0.19			0.00			3.07			7
	(0.29	)		13.23		16.00			3,377,750		0.18			0.00			2.17			33	^f
	(0.34	)		11.66		8.60			2,131,058		0.20			0.01			2.37			36
	(0.25	)		11.07		11.86			1,399,712		0.20			0.00			3.50			53

TIAA-CREF Equity Index Funds ■ Prospectus 129

Financial highlights

International Equity Index Fund


			Selected per share data
					Gain (loss) from investment operations
														Less distributions from

		For the period or year ended	Net asset value, beginning of period		Net investment income (loss)		^a	Net realized & unrealized gain (loss) on total investments			Total gain (loss) from investment operations			Net investment income			Net realized gains
Institutional Class
	10/31/23			$ 17.60		$ 0.64			$ 2.05			$ 2.69			$ (0.54	)		$ —
	10/31/22			23.56		0.64			(5.91	)		(5.27	)		(0.69	)		—
	10/31/21			17.93		0.61			5.44			6.05			(0.42	)		—
	10/31/20			19.77		0.45			(1.67	)		(1.22	)		(0.62	)		—
	10/31/19			18.37		0.61			1.37			1.98			(0.58	)		—

Advisor Class
	10/31/23			17.56		0.72			1.95			2.67			(0.52	)		—
	10/31/22			23.51		0.61			(5.89	)		(5.28	)		(0.67	)		—
	10/31/21			17.90		0.59			5.42			6.01			(0.40	)		—
	10/31/20			19.75		0.43			(1.68	)		(1.25	)		(0.60	)		—
	10/31/19			18.34		0.58			1.38			1.96			(0.55	)		—

Premier Class
	10/31/23			17.55		0.61			2.05			2.66			(0.51	)		—
	10/31/22			23.48		0.59			(5.87	)		(5.28	)		(0.65	)		—
	10/31/21			17.87		0.58			5.42			6.00			(0.39	)		—
	10/31/20			19.71		0.42			(1.67	)		(1.25	)		(0.59	)		—
	10/31/19			18.31		0.59			1.36			1.95			(0.55	)		—

Retirement Class
	10/31/23			18.00		0.60			2.11			2.71			(0.49	)		—
	10/31/22			24.08		0.60			(6.05	)		(5.45	)		(0.63	)		—
	10/31/21			18.32		0.57			5.56			6.13			(0.37	)		—
	10/31/20			20.20		0.41			(1.72	)		(1.31	)		(0.57	)		—
	10/31/19			18.74		0.59			1.40			1.99			(0.53	)		—

Class W
	10/31/23			17.61		0.65			2.06			2.71			(0.55	)		—
	10/31/22			23.57		0.65			(5.91	)		(5.26	)		(0.70	)		—
	10/31/21			17.94		0.63			5.43			6.06			(0.43	)		—
	10/31/20			19.78		0.46			(1.68	)		(1.22	)		(0.62	)		—
	10/31/19			18.37		0.63			1.36			1.99			(0.58	)		—


^a	Based on average shares outstanding.
^b	Percentage is not annualized.
^f	Does not include in-kind transactions.

130 Prospectus ■ TIAA-CREF Equity Index Funds

(concluded)


									Ratios and supplemental data

										Ratios to average net assets

Total dividends and distributions			Net asset value, end of period		Total return		^b	Net assets at end of period (in thousands)		Gross expenses			Net expenses			Net investment income (loss)			Portfolio turnover rate

	$ (0.54	)		$ 19.75		15.34	%	$	10,116,149		0.05	%		0.05	%		3.11	%		8	%^f
	(0.69	)		17.60		(23.00	)		8,366,604		0.05			0.05			3.14			5
	(0.42	)		23.56		34.05			9,784,831		0.05			0.05			2.72			5	^f
	(0.62	)		17.93		(6.45	)		7,675,874		0.05			0.05			2.46			4
	(0.58	)		19.77		11.23			7,842,042		0.06			0.06			3.28			10


	(0.52	)		19.71		15.24			474,257		0.19			0.19			3.45			8	^f
	(0.67	)		17.56		(23.10	)		135,488		0.17			0.17			3.03			5
	(0.40	)		23.51		33.86			156,717		0.17			0.17			2.65			5	^f
	(0.60	)		17.90		(6.58	)		111,950		0.17			0.17			2.32			4
	(0.55	)		19.75		11.15			118,307		0.19			0.19			3.15			10


	(0.51	)		19.70		15.21			133,705		0.20			0.20			3.00			8	^f
	(0.65	)		17.55		(23.10	)		138,009		0.20			0.20			2.91			5
	(0.39	)		23.48		33.87			235,696		0.20			0.20			2.60			5	^f
	(0.59	)		17.87		(6.61	)		201,339		0.20			0.20			2.26			4
	(0.55	)		19.71		11.06			240,884		0.21			0.21			3.18			10


	(0.49	)		20.22		15.09			1,199,275		0.30			0.30			2.86			8	^f
	(0.63	)		18.00		(23.20	)		1,025,583		0.30			0.30			2.86			5
	(0.37	)		24.08		33.74			1,409,903		0.30			0.30			2.50			5	^f
	(0.57	)		18.32		(6.73	)		1,140,317		0.30			0.30			2.20			4
	(0.53	)		20.20		11.01			1,175,682		0.31			0.31			3.09			10


	(0.55	)		19.77		15.45			8,094,126		0.05			0.00			3.15			8	^f
	(0.70	)		17.61		(22.96	)		7,066,985		0.05			0.00			3.21			5
	(0.43	)		23.57		34.09			7,359,293		0.05			0.00			2.80			5	^f
	(0.62	)		17.94		(6.40	)		4,288,389		0.05			0.00			2.53			4
	(0.58	)		19.78		11.30			3,612,733		0.06			0.00			3.42			10

TIAA-CREF Equity Index Funds ■ Prospectus 131

For more information about TIAA-CREF Funds

Over the Internet:

www.tiaa.org

By telephone:

Call 877-518-9161

In writing:

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

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	A15191 (3/24)



		TIAA-CREF Funds		Statement of Additional Information

TIAA-CREF Funds

MARCH 1, 2024 (with respect to the Equity Funds, the Emerging Markets Debt Fund and the International Bond Fund)
AUGUST 1, 2023, AS SUPPLEMENTED MARCH 1, 2024 (with respect to all other Fixed-Income Funds and the Real Estate Securities Fund)


	Tickers
	Institutional Class	Advisor Class	Premier Class	Retirement Class	Retail Class	Class W


Equity Funds
Emerging Markets Equity Fund	TEMLX	TEMHX	TEMPX	TEMSX	TEMRX	TEMVX
Emerging Markets Equity Index Fund	TEQLX	TEQHX	TEQPX	TEQSX	TEQKX	TENWX
Equity Index Fund	TIEIX	TEIHX	TCEPX	TIQRX	TINRX	TEQWX
Growth & Income Fund	TIGRX	TGIHX	TRPGX	TRGIX	TIIRX	TGIWX
International Equity Fund	TIIEX	TIEHX	TREPX	TRERX	TIERX	TIEWX
International Equity Index Fund	TCIEX	TCIHX	TRIPX	TRIEX	—	TCIWX
International Opportunities Fund	TIOIX	TIOHX	TIOPX	TIOTX	TIOSX	TIOVX
Large-Cap Growth Fund	TILGX	TILHX	TILPX	TILRX	TIRTX	TILWX
Large-Cap Growth Index Fund	TILIX	TRIHX	—	TRIRX	—	TRIWX
Large-Cap Value Fund	TRLIX	TRLHX	TRCPX	TRLCX	TCLCX	TRLWX
Large-Cap Value Index Fund	TILVX	THCVX	—	TRCVX	—	THCWX
Mid-Cap Growth Fund	TRPWX	TCMHX	TRGPX	TRGMX	TCMGX	—
Mid-Cap Value Fund	TIMVX	TRVHX	TRVPX	TRVRX	TCMVX	—
Quant International Small-Cap Equity Fund	TIISX	TAISX	TPISX	TTISX	TLISX	TAIWX
Quant Small-Cap Equity Fund	TISEX	TSCHX	TSRPX	TRSEX	TCSEX	TSCWX
Quant Small/Mid-Cap Equity Fund	TSMWX	TSMNX	TSMMX	TSMOX	TSMEX	TSMUX
Small-Cap Blend Index Fund	TISBX	TRHBX	—	TRBIX	—	TRHWX
Social Choice Equity Fund	TISCX	TICHX	TRPSX	TRSCX	TICRX	—
Social Choice International Equity Fund	TSONX	TSOHX	TSOPX	TSOEX	TSORX	—
Social Choice Low Carbon Equity Fund	TNWCX	TCCHX	TPWCX	TEWCX	TLWCX	—
S&P 500 Index Fund	TISPX	TISAX	—	TRSPX	—	TISWX

Fixed-Income Funds
Bond Index Fund	TBIIX	TBIAX	TBIPX	TBIRX	TBILX	TBIWX
Core Bond Fund	TIBDX	TIBHX	TIDPX	TIDRX	TIORX	TBBWX
Core Impact Bond Fund	TSBIX	TSBHX	TSBPX	TSBBX	TSBRX	—
Core Plus Bond Fund	TIBFX	TCBHX	TBPPX	TCBRX	TCBPX	TCBWX
5–15 Year Laddered Tax-Exempt Bond Fund	TITIX	TIXHX	—	—	TIXRX	—
Green Bond Fund	TGRNX	TGRKX	TGRLX	TGRMX	TGROX	—
High-Yield Fund	TIHYX	TIHHX	TIHPX	TIHRX	TIYRX	TIHWX
Inflation-Linked Bond Fund	TIILX	TIIHX	TIKPX	TIKRX	TCILX	TIIWX
Short Duration Impact Bond Fund	TSDJX	TSDHX	TSDFX	TSDDX	TSDBX	—
Short-Term Bond Fund	TISIX	TCTHX	TSTPX	TISRX	TCTRX	TCTWX
Short-Term Bond Index Fund	TNSHX	TTBHX	TPSHX	TESHX	TRSHX	TTBWX
Emerging Markets Debt Fund	TEDNX	TEDHX	TEDPX	TEDTX	TEDLX	TEDVX
International Bond Fund	TIBWX	TIBNX	TIBLX	TIBVX	TIBEX	TIBUX
Money Market Fund	TCIXX	TMHXX	TPPXX	TIEXX	TIRXX	TMWXX

Real Estate Securities Fund
Real Estate Securities Fund	TIREX	TIRHX	TRRPX	TRRSX	TCREX	—

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, 2024, as supplemented (with respect to the Equity Funds, the Emerging Markets Debt Fund and the International Bond Fund); and (ii) TIAA-CREF Funds’

prospectuses, dated August 1, 2023, as supplemented (with respect to the Real Estate Securities Fund and all Fixed-Income Funds other than the Emerging Markets Debt Fund and the International Bond Fund) (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 36 Funds. Each Fund offers Institutional Class and Advisor Class shares. Certain of the Funds also offer other share classes, such as Premier Class, Retirement Class, Retail Class and/or Class W shares.

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, 2023 (with respect to the Equity Funds, the Emerging Markets Debt Fund and the International Bond Fund) and March 31, 2023 (with respect to the Fixed-Income Funds and the Real Estate Securities Fund, other than the Emerging Markets Debt and International Bond Funds, which have a different fiscal year end) are incorporated into this SAI by reference to the TIAA-CREF Funds’ Annual Reports to shareholders dated October 31, 2023 and March 31, 2023. The Funds will furnish you, without charge, a copy of the Annual Reports on request by calling 877-518-9161.

Table of contents

Investment objectives, policies, restrictions and risks 4

Disclosure of portfolio holdings 44

Management 46

Proxy voting policies 63

Principal holders of securities 64

Investment advisory and other services 90

Underwriter and other service providers 95

Personal trading policy 95

Information about the Funds’ portfolio management 96

About the Trust and the shares 101

Pricing of shares 108

Tax status 110

Brokerage allocation 117

Legal matters 121

Experts 121

Financial statements 121

Appendix A: Nuveen proxy voting policies 122

TIAA-CREF Funds ■ Statement of Additional Information 3

Investment objectives, policies, restrictions and risks

The following discussion of investment objectives and policies supplements the Prospectus descriptions of the investment objective and principal investment strategies of the 36 Funds of the Trust described in this SAI.

Under the Investment Company Act of 1940, as amended (the “1940 Act”), any fundamental policy of a registered investment company may not be changed without the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of that series. However, except for the 5–15 Year Laddered Tax-Exempt Bond Fund, the investment objective of each Fund as described in its Prospectus, and its non-fundamental investment restrictions as described in “Investment policies” below, may be changed by the Board of Trustees of the Trust (the “Board of Trustees” or the “Board”) at any time without shareholder approval. The Trust is an open-end management investment company.

Each Fund, other than the Large-Cap Growth Fund, is classified as “diversified” within the meaning of the 1940 Act, as set forth in Restriction #8 below. However, the Equity Index Fund, Large-Cap Growth Index Fund, Large-Cap Value Index Fund, S&P 500 Index Fund, Small-Cap Blend Index Fund, Emerging Markets Equity Index Fund, International Equity Index Fund, Bond Index Fund and Short-Term Bond Index Fund may become non-diversified under the 1940 Act without the approval of Fund shareholders solely as a result of a change in relative market capitalization or index weighting of one or more constituents of their benchmark indices. Therefore, these Funds have a different diversification-related policy than the other Funds as noted in Restriction #8 below. The Large-Cap Growth Fund is classified as “non-diversified” within the meaning of the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time. Investment in a “non-diversified” fund, such as the Large-Cap Growth Fund, may involve greater risk than investment in a “diversified” fund because losses resulting from an investment in a single issuer may represent a larger portion of the total assets of a non-diversified fund. When formed, the Emerging Markets Debt Fund was classified as a “non-diversified” fund as defined in the 1940 Act. However, the Fund has historically operated as a “diversified” fund and, by operation of Rule 13a-1 under the 1940 Act, the Fund’s classification has changed from “non-diversified” to “diversified.” The Fund will not resume operation as a “non-diversified” fund without first obtaining shareholder approval. In addition, each Fund intends to meet the diversification requirements of Subchapter M of Chapter 1 of the Internal Revenue Code of 1986, as amended (the “Code”).

The International Bond Fund may pursue its investment objective by investing in either of its wholly owned subsidiaries, TIAACREF International Bond Fund Offshore Limited (the “Regulation S Subsidiary”) or the TIAA-CREF International Bond Fund Taxable Offshore Limited (the “TEFRA Bond Subsidiary” and together with the Regulation S Subsidiary, the “Subsidiaries”), which are Cayman Islands exempted companies. The International Bond Fund invests in the Regulation S Subsidiary to obtain exposure to certain Regulation S securities not eligible for investment directly by the International Bond Fund until the expiration of the applicable Regulation S security restricted period. The International Bond Fund invests in the TEFRA Bond Subsidiary to obtain exposure to certain bonds or fixed-income securities that are sold subject to selling restrictions generally designed to restrict the purchase of such bonds to non-U.S. persons (as defined for applicable U.S. federal income tax purposes) (“TEFRA Bonds”). As the TEFRA Bond Subsidiary will elect to be a corporation from a U.S. federal income tax perspective, the TEFRA Bond Subsidiary will generally be viewed as a non-U.S. person for such purposes. The Subsidiaries are advised by Teachers Advisors, LLC (“Advisors”), have the same investment objective as the International Bond Fund, and are subject to the same investment policies and restrictions that apply to the management of the International Bond Fund (except that the Regulation S Subsidiary may invest without limitation in Regulation S securities and the TEFRA Bond Subsidiary may invest without limitation in TEFRA Bonds). The International Bond Fund and the Subsidiaries will test for compliance with investment restrictions on a consolidated basis. By investing in the Subsidiaries, the International Bond Fund is indirectly exposed to the risks associated with the Subsidiaries’ investments. The investments held by the Subsidiaries are generally similar to those held by the International Bond Fund and are subject to the same risks that apply to similar investments if held directly by the International Bond Fund. See the International Bond Fund’s Prospectus and the section titled “Investment in Wholly Owned Subsidiaries” below for a more detailed discussion of the Subsidiaries.

Unless otherwise noted, each of the following investment policies and risk considerations applies to each Fund.

Fundamental policies

Except as noted, the following restrictions are fundamental policies of each Fund:

1. The Fund will not issue senior securities except as permitted by law.

2. The Fund will not borrow money, except: (a) each Fund may purchase securities on margin, as described in Restriction #7 below; and (b) from banks (only in amounts not in excess of 33¹/₃% 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.

4 Statement of Additional Information ■ TIAA-CREF Funds

5. The Fund will not purchase commodities or commodities contracts, except to the extent futures are purchased as described herein.

6. The Fund will not lend any security or make any other loan if, as a result, more than 33¹/₃% of its total assets would be lent to other parties, but this limit does not apply to repurchase agreements.

7. The Fund will not purchase any security on margin except that the Fund may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities.

Restriction #8 is a fundamental policy of each Fund other than the Large-Cap Growth Fund:

8. With respect to each of the Equity Index Fund, Large-Cap Growth Index Fund, Large-Cap Value Index Fund, S&P 500 Index Fund, Small-Cap Blend Index Fund, Emerging Markets Equity Index Fund, International Equity Index Fund, Bond Index Fund and Short-Term Bond Index Fund, 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, except as may be necessary to approximate the composition of its benchmark index.

With respect to each other Fund, the Fund will not, with respect to at least 75% of the value of its total assets, invest more than 5% of its total assets in the securities of any one issuer, other than securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, or hold more than 10% of the outstanding voting securities of any one issuer.

Restrictions #9 and #10 are fundamental policies of the 5–15 Year Laddered Tax-Exempt Bond Fund only:

9. The Fund may invest more than 25% of its assets in tax-exempt securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, or by any state or local government or a political subdivision of any of the foregoing; the Fund will not otherwise invest in any industry if after giving effect to that investment the Fund’s holding in that industry would exceed 25% of its total assets.

10. Under normal market conditions, the Fund will invest at least 80% of its assets in tax-exempt bonds, a type of municipal security, the interest on which is exempt from federal income tax, including federal alternative minimum tax.

11. The Fund (other than the Real Estate Securities Fund) will not invest 25% or more of its total assets in the securities of one or more issuers conducting their principal business activities in the same industry (excluding the U.S. Government or any of its agencies or instrumentalities). The Real Estate Securities Fund has a policy of investing more than 25% of its total assets in securities of issuers in the real estate sector.

With the exception of percentage restrictions relating to borrowings, if a percentage restriction is adhered to at the time of investment, a later increase or decrease in percentage beyond the specified limit resulting from a change in values of portfolio securities will not be considered a violation by the Fund.

Investment policies

The following policies and restrictions are non-fundamental policies of each Fund. These restrictions may be changed by the Board without the approval of Fund shareholders.

Non-Equity Investments of the Equity and Real Estate Securities Funds. The Equity Funds and the Real Estate Securities Fund can, in addition to stocks, hold other types of securities with equity characteristics, such as convertible bonds, preferred stock, warrants and depository receipts or rights for such securities. Pending more permanent investments or to use cash balances effectively, these Funds may hold the same types of money market instruments as held by money market funds, as well as other short-term instruments. These other instruments are the same type of instruments a money market fund may hold, but they have longer maturities than the instruments allowed in money market funds, or otherwise do not meet the requirements for “Eligible Securities” (as defined in Rule 2a-7 under the 1940 Act).

When market conditions warrant, the Equity Funds and the Real Estate Securities Fund may invest directly in investment-grade debt securities similar to those the Core Bond Fund may invest in. The Equity Funds and the Real Estate Securities Fund may also hold debt securities that they acquire because of mergers, recapitalizations or otherwise.

The Equity Funds and the Real Estate Securities Fund also may invest in options and futures, as well as newly developed financial instruments, such as equity swaps and equity-linked fixed-income securities, so long as these are consistent with their investment objectives and regulatory requirements, except that such instruments will not be subject to the Social Choice Equity Fund’s, Social Choice International Equity Fund’s and Social Choice Low Carbon Equity Fund’s environmental, social and governance (“ESG”) criteria.

These investments and other Fund investment strategies are discussed in detail below.

Temporary Defensive Positions. The Funds may take temporary defensive positions. During periods when Advisors believes there are unstable market, economic, political or currency conditions domestically or abroad, Advisors may assume, on behalf of a Fund, a temporary defensive posture and (1) without limitation, hold cash and/or invest in money market instruments, or (2) restrict the securities markets in which the Fund’s assets will be invested by investing those assets in securities markets deemed by Advisors to be conservative in light of the Fund’s investment objective and policies. Under normal circumstances,

TIAA-CREF Funds ■ Statement of Additional Information 5

each Fund may invest a portion of its total assets in cash or money market instruments for cash management purposes, pending investment in accordance with the Fund’s investment objective and policies and to meet operating expenses. To the extent that each Fund holds cash or invests in money market instruments, it may not achieve its investment objective. Cash assets are generally not income-generating and would impact a Fund’s performance.

Credit Facility and Inter-Fund Borrowing and Lending. Many of the Funds participate in an unsecured revolving credit facility for temporary or emergency purposes, including, without limitation, funding of shareholder redemptions that otherwise might require the untimely disposition of securities. Certain accounts or series of the College Retirement Equities Fund (“CREF”), TIAA-CREF Life Funds (“TCLF”) and TIAA Separate Account VA-1 (“VA-1”), as well as certain other series of the Trust, each of which is managed by Advisors or an affiliate of Advisors, also participate in this credit facility. An annual commitment fee for the credit facility is borne by the participating Funds. Interest associated with any borrowing under the credit facility will be charged to the borrowing Funds at rates that are based on a specified rate of interest.

If a Fund borrows money, it could leverage its portfolio by keeping securities it might otherwise have had to sell. Leveraging exposes a Fund to special risks, including greater fluctuations in net asset value (“NAV”) in response to market changes.

Additionally, the Securities and Exchange Commission (“SEC”) has granted an exemptive order (the “Order”) permitting the Funds to participate in an inter-fund lending facility whereby the participating Funds may directly lend to and borrow money from each other for temporary purposes (e.g., to satisfy redemption requests or to cover unanticipated cash shortfalls) (the “Inter-Fund Program”). Certain accounts or series of CREF, TCLF and VA-1, as well as certain other series of the Trust, each of which is managed by Advisors or an affiliate of Advisors, also participate in the Inter-Fund Program, and each such account or series is considered to be a “Fund” for the purpose of the description of the Inter-Fund Program in this section. The Inter-Fund Program is subject to a number of conditions, including, among other things, the requirements that: (i) no Fund may borrow or lend money through the Inter-Fund Program unless it receives a more favorable interest rate than is available from a bank or other financial institution for a comparable transaction; (ii) no Fund may borrow on an unsecured basis through the Inter-Fund Program unless the Fund’s outstanding borrowings from all sources immediately after the inter-fund borrowing total 10% or less of its total assets; provided that if the borrowing Fund has a secured borrowing outstanding from any other lender, including but not limited to another Fund, the inter-fund loan must be secured on at least an equal priority basis with at least an equivalent percentage of collateral to loan value; (iii) if a Fund’s total outstanding borrowings immediately after an inter-fund borrowing would be greater than 10% of its total assets, the Fund may borrow through the inter-fund loan on a secured basis only; (iv) no Fund may lend money if the loan would cause its aggregate outstanding loans through the Inter-Fund Program to exceed 15% of its current net assets at the time of the loan; (v) a Fund’s inter-fund loans to any one Fund shall not exceed 5% of the lending Fund’s net assets; (vi) the duration of inter-fund loans will be limited to the time required to receive payment for securities sold, but in no event more than seven days; and (vii) each inter-fund loan may be called on one business day’s notice by a lending Fund and may be repaid on any day by a borrowing Fund. In addition, a Fund may participate in the Inter-Fund Program only if and to the extent that such participation is consistent with the Fund’s investment objective and investment policies, including the fundamental investment policies on borrowing and lending set forth above, and authorized by its portfolio manager(s). The Board has approved the Funds’ participation in the Inter-Fund Program and is responsible for ongoing oversight of the Inter-Fund Program, as required by the Order.

The limitations detailed above and the other conditions of the SEC exemptive order permitting the Inter-Fund Program are designed to minimize the risks associated with the Inter-Fund Program for both the lending Fund and the borrowing Fund. However, no borrowing or lending activity is without risk. When a Fund borrows money from another Fund, there is a risk that the loan could be called on one day’s notice or not renewed, in which case the Fund may have to borrow from a bank at a higher rate or take other actions to pay off such loan if an inter-fund loan is not available from another Fund. Any delay in repayment to a lending Fund could result in a lost investment opportunity or additional costs.

Taxable Securities Purchased by the 5–15 Year Laddered Tax-Exempt Bond Fund. Under normal conditions, the 5–15 Year Laddered Tax-Exempt Bond Fund intends to invest only in securities that are tax-exempt for federal income tax purposes. However, the Fund may invest on a temporary basis in taxable securities. In that case, the investments would be limited to securities that the Fund determines to be high quality, such as those issued or guaranteed by the U.S. Government.

Additional Risks Resulting From Market or Other Events and Government Intervention in Financial Markets and Regulatory Matters. National and regional economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country, region or market might adversely impact issuers in a different country, region or market. Changes in legal, political, regulatory, tax and economic conditions may cause fluctuations in markets and securities prices around the world, which could negatively impact the value of a Fund’s investments. Major economic or political disruptions, particularly in large economies, may have global negative economic and market repercussions. Events such as war (for example, the ongoing armed conflict between Russia and Ukraine, as well as that between Israel and Hamas and other militant groups in the Middle East), terrorism, natural and environmental disasters and the spread of infectious illnesses or other public health emergencies, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions may adversely affect the global economy and the markets and issuers in which a Fund invests. These events could reduce consumer demand or economic output, result in market closures, travel restrictions or quarantines, and generally have a

6 Statement of Additional Information ■ TIAA-CREF Funds

significant impact on the economy. These events could also impair the information technology and other operational systems upon which a Fund’s service providers, including Advisors, rely, and could otherwise disrupt the ability of employees of a Fund’s service providers to perform essential tasks on behalf of a Fund.

U.S. and global markets, in recent years, have experienced increased volatility, including as a result of the recent failures of certain U.S. and non-U.S. banks, which could be harmful to the Funds and issuers in which they invest. For example, if a bank in which a Fund or an issuer in which a Fund invests has an account that fails, any cash or other assets in bank accounts may be temporarily inaccessible or permanently lost by the Fund or issuer. If a bank that provides a subscription line credit facility, asset-based facility, other credit facility and/or other services to an issuer fails, the issuer could be unable to draw funds under its credit facilities or obtain replacement credit facilities or other services from other lending institutions with similar terms. Even if banks remain solvent, continued volatility in the banking sector could cause or intensify an economic recession, increase the costs of capital and banking services or result in the issuers in which the Funds invest being unable to obtain or refinance indebtedness at all or on as favorable terms as could otherwise have been obtained. Conditions in the banking sector are evolving, and the scope of any potential impacts to the Funds and issuers, both from market conditions and also potential legislative or regulatory responses, are uncertain. Such conditions and responses, as well as a changing interest rate environment, can contribute to decreased market liquidity and erode the value of certain holdings. Continued market volatility and uncertainty and/or a downturn in market and economic and financial conditions, as a result of developments in the banking industry or otherwise (including as a result of delayed access to cash or credit facilities), could have an adverse impact on the Funds and issuers in which they invest.

Changing interest rate environments (whether downward or upward) impact the various sectors of the economy in different ways. During periods when interest rates are low (or negative), a Fund’s yield (or total return) may also be low and fall below zero. Very low or negative interest rates may magnify interest rate risk. A Fund may be subject to heightened levels of interest rate risk because the U.S. Federal Reserve (the “Fed”) has increased interest rates at significant levels over recent periods. To the extent the Fed further raises interest rates, there is a risk that rates across the financial system may rise. Changing interest rates may have unpredictable effects on markets, may result in heightened market volatility and may detract from Fund performance to the extent a Fund is exposed to such interest rates and/or volatility.

Governments or their agencies may also acquire distressed assets from financial institutions and acquire ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear, and such a program may have positive or negative effects on the liquidity, valuation and performance of a Fund’s portfolio holdings. Furthermore, volatile financial markets can expose a Fund to greater market and liquidity risk and potential difficulty in valuing portfolio holdings, as well as potentially higher portfolio turnover and related transaction costs. Advisors will monitor developments and seek to manage each Fund in a manner consistent with achieving its investment objective, but there can be no assurance that Advisors will be successful in doing so.

The spread of an infectious respiratory illness caused by a novel strain of coronavirus (known as COVID-19) and related variants, in recent years, caused volatility, severe market dislocations and liquidity constraints in many markets, including markets for the investments the Funds hold, and have, at times, adversely affected the Funds’ investments and operations. These disruptions led, in recent years, to instability in the marketplace, including equity and debt market losses and overall volatility, and have negatively affected the jobs market. The spread of infectious illness outbreaks, epidemics or pandemics that may arise in the future could lead to significant economic downturns or recessions in economies throughout the world.

In November 2022, the SEC proposed rule amendments which, among other things, would require funds to adopt swing pricing in order to mitigate dilution of shareholders’ interests in a fund by requiring the adjustment of fund NAV per share to pass on costs stemming from shareholder purchase or redemption activity. In addition, the proposed rule would amend the existing liquidity rule framework. The proposal’s impact on the Funds will not be known unless and until any final rulemaking is adopted.

In July 2023, the SEC adopted amendments to Rule 2a-7 and other rules that govern money market funds under the 1940 Act. Among other things, the amendments: (i) remove the redemption gate framework from Rule 2a-7, which currently enables a fund to temporarily restrict redemptions from the fund; (ii) modify the current liquidity fee framework under Rule 2a-7 to require “institutional” prime and “institutional” tax-exempt money market funds to impose a mandatory liquidity fee when the fund experiences net redemptions that exceed 5% of net assets, while also allowing any non-“government” money market fund to impose a discretionary liquidity fee if the board (or its delegate) determines a fee is in the best interest of the fund (irrespective of liquidity or redemption levels); (iii) increase the required minimum levels of daily and weekly liquid assets for all money market funds; and (iv) permit “retail” and “government” money market funds to use a reverse distribution mechanism, or reduce the number of shares outstanding, if negative interest rates occur in the future to maintain a stable $1.00 price per share. The amendments are effective as of October 2, 2023 with various compliance dates following thereafter. As a “government” money market fund, the Money Market Fund would be exempt from the provisions under Rule 2a-7 that permit mandatory and discretionary liquidity fees (although the Fund would be permitted to rely on the ability to impose discretionary (but not mandatory) liquidity fees after providing at least sixty days’ prior notice to shareholders).

Until any policy or regulatory changes are made, it is not possible to predict the impact such changes may have on the value of portfolio holdings of a Fund, the issuers thereof or Teachers Insurance and Annuity Association of America (“TIAA”) (or their

TIAA-CREF Funds ■ Statement of Additional Information 7

affiliates). Financial entities, such as investment companies and investment advisers, are generally subject to extensive government regulation and intervention. Legislation or regulation may change the way in which a Fund itself is regulated. Such legislation or regulation may also affect the expenses incurred directly by a Fund and the value of its investments, and could limit or preclude the Fund’s ability to achieve its investment objective. Government regulation may change frequently and may have significant adverse consequences. Moreover, government regulation may have unpredictable and unintended effects.

The value of the Fund’s holdings is also generally subject to the risk of future local, national, or global economic disturbances based on unknown weaknesses in the markets in which a Fund invests. For example, any public health emergency could reduce consumer demand or economic output, result in market closures, travel restrictions or quarantines, and generally have a significant impact on the economy, which in turn could adversely affect the Fund’s investments. In the event of such a disturbance, issuers of securities held by a Fund may experience significant declines in the value of their assets and even cease operations, or may receive government assistance accompanied by increased restrictions on their business operations or other government intervention. In addition, it is not certain that the U.S. Government will intervene in response to a future market disturbance and the effect of any such future intervention cannot be predicted. It is difficult for issuers to prepare for the impact of future financial downturns, although companies can seek to identify and manage future uncertainties through risk management programs.

Illiquid Investments. The Funds (except the Money Market Fund) have implemented a written liquidity risk management program (the “Liquidity Risk Program”), as required by applicable SEC regulation, reasonably designed to assess and manage the Funds’ liquidity risk. As a result of its designation as Liquidity Risk Program administrator by the Board, Advisors is also responsible for determining the liquidity of investments held by each Fund. Each Fund (except the Money Market Fund) may invest up to 15% of its net assets, measured at the time of investment, in illiquid investments that are assets. The Money Market Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund would have invested more than 5% of its total assets in illiquid investments. Illiquid investments are those that are not reasonably expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. Investments may be illiquid because of, among other factors, the absence of a trading market or distress in a trading market, making it difficult to value the investments or dispose of them promptly at the value at which they are carried. Investments in illiquid investments or holding securities that have become illiquid pose risks of potential delays in resale. Limitations on or delays in resale may have an adverse effect on the marketability of portfolio securities, and it may be difficult for the Funds to dispose of illiquid investments promptly or to sell such investments for the value at which they are carried, if at all, or at any price within the desired time frame. The Funds may receive distressed prices and incur higher transaction costs when selling illiquid investments. There is also a risk that unusually high redemption requests, including redemption requests from certain large shareholders (such as institutional investors), asset allocation changes, or other unusual market conditions may make it difficult for a Fund to sell investments in sufficient time to allow it to meet redemptions. Redemption requests could require a Fund to sell illiquid investments at reduced prices or under unfavorable conditions, which may negatively impact a Fund’s performance. The regulations adopted by the SEC may limit a Fund’s ability to invest in illiquid investments, which may adversely affect a Fund’s performance and ability to achieve its investment objective.

Inflation/Deflation Risk. A Fund’s investments may be subject to inflation risk, which is the risk that the real value (i.e., nominal price of the asset adjusted for inflation) of assets or income from investments will be less in the future as inflation decreases the purchasing power and value of money (i.e., as inflation increases, the real value of a Fund’s assets can decline). Inflation rates may change frequently and significantly as a result of various factors, including unexpected shifts in the domestic or global economy and changes in monetary or economic policies (or expectations that these policies may change), and a Fund’s investments may not keep pace with inflation, which would generally adversely affect the real value of Fund shareholders’ investment in the Fund. This risk is generally greater for fixed-income instruments with longer durations.

Deflation risk is the risk that prices throughout the economy decline over time. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of a Fund’s assets.

Lower-Quality Municipal Securities. Because the market for certain municipal securities is thin, the 5–15 Year Laddered Tax-Exempt Bond Fund may encounter difficulties in disposing of lower-quality securities. At the Fund’s option, it may pursue litigation or other remedies in order to protect the Fund’s interests.

Municipal Market Disruption Risk. The value of municipal securities may be adversely affected by legal uncertainties regarding legislative proposals involving the taxation of municipal securities or rights of securities holders in the event of bankruptcy. From time to time, these uncertainties may affect the municipal securities market or certain parts thereof, having a significant impact on the prices of securities in the 5–15 Year Laddered Tax-Exempt Bond Fund.

Restricted Securities. The Funds may invest in restricted securities. A restricted security is one that has a contractual restriction on resale or cannot be resold publicly until it is registered under the Securities Act of 1933, as amended (the “1933 Act”). From time to time, restricted securities can be considered illiquid under the Funds’ Liquidity Risk Program. However, purchases by a Fund of securities of foreign issuers offered and sold outside the United States may not be considered illiquid

8 Statement of Additional Information ■ TIAA-CREF Funds

even though they are restricted. The Board of Trustees has designated Advisors to determine the value and liquidity of restricted securities and other investments held by each Fund.

Preferred Stock. The Funds (other than the Money Market Fund) can invest in preferred stock consistent with their investment objectives. Preferred stock pays dividends at a specified rate and generally has preference over common stock in the payment of dividends and the liquidation of the issuer’s assets but is junior to the debt securities of the issuer in those same respects. Unlike interest payments on debt securities, dividends on preferred stock are generally payable at the discretion of the issuer’s board of directors, and shareholders may suffer a loss of value if dividends are not paid. Preferred shareholders generally have no legal recourse against the issuer if dividends are not paid. The market prices of preferred stocks are subject to changes in interest rates and are more sensitive to changes in the issuer’s creditworthiness than are the prices of debt securities. Under ordinary circumstances, preferred stock does not carry voting rights.

Small and Medium Capitalization Companies. Some Funds may invest in common stocks of issuers with small or medium market capitalizations. An investment in common stocks of issuers with small or medium market capitalizations generally involves greater risk and price volatility than an investment in common stocks of larger, more established companies. This increased risk may be due to the greater business risks of their small or medium size, limited markets and financial resources, narrow product lines and frequent lack of management depth. The securities of small and medium capitalization companies are often traded in the over-the-counter market, and might not be traded in volumes typical of securities traded on a national securities exchange. Thus, the securities of small and medium capitalization companies are likely to be less liquid and subject to more abrupt or erratic market movements than securities of larger, more established companies.

Initial Public Offerings (“IPOs”). Some Funds may invest a portion of their assets in securities of companies offering shares in IPOs. IPOs may have a magnified performance impact on a Fund with a small asset base. The impact of IPOs on a Fund’s performance likely will decrease as the Fund’s asset size increases. IPOs may not be consistently available to a Fund for investing, particularly as the Fund’s asset base grows. Because IPO shares frequently are volatile in price, a Fund may hold IPO shares for a very short period of time. This may increase the portfolio turnover of a Fund and may lead to increased expenses for the Fund, such as commissions and transaction costs. By selling shares, a Fund may realize taxable gains it will subsequently distribute to shareholders. In addition, the market for IPO shares can be speculative and/or inactive for extended periods of time. The limited number of shares available for trading in some IPOs may make it more difficult for a Fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. Holders of IPO shares (including a Fund) can be affected by substantial dilution in the value of the IPO issuer’s shares, by sales of additional shares and by concentration of control in existing management and principal shareholders.

A Fund’s investment in IPO shares may include the securities of unseasoned companies (companies with less than three years of continuous operations), which present risks considerably greater than common stocks of more established companies. These companies may have limited operating histories and their prospects for profitability may be uncertain. These companies may be involved in new and evolving businesses and may be vulnerable to competition and changes in technology, markets and economic conditions. These companies may also be more dependent on key managers and third parties and may have limited product lines.

Options and Futures. Each of the Funds (other than the Money Market Fund) may engage in options (puts and calls) and futures strategies to the extent permitted by the SEC and the Commodity Futures Trading Commission (“CFTC”). Advisors intends to use options and futures contracts for a variety of purposes. These purposes include the following: (i) hedging; (ii) cash management; (iii) risk management; (iv) seeking to stay fully invested; (v) seeking to increase total return; (vi) seeking to reduce transaction costs; (vii) seeking to simulate an investment in equity or debt securities or other investments; (viii) seeking to add value by using derivatives to more efficiently implement portfolio positions when derivatives are favorably priced relative to equity or debt securities or other investments; and (ix) for other purposes.

Options and futures transactions may increase a Fund’s transaction costs and portfolio turnover rate and will be initiated only when consistent with the Fund’s investment objective.

Options. Options-related activities could include: (1) the sale of call option contracts (including covered call options) and the purchase of call option contracts, including for the purpose of closing a purchase transaction; (2) buying put option contracts (including covered put options) and selling put option contracts, including to close out a position acquired through the purchase of such options; and (3) selling call option contracts or buying put option contracts on groups of securities and on futures on groups of securities, and buying similar call option contracts or selling put option contracts, including to close out a position acquired through a sale of such options. This list of options-related activities is not intended to be exclusive, and the Funds may engage in other types of options transactions consistent with their investment objectives and policies and applicable law.

A call option is a short-term contract (generally for nine months or less) that gives the purchaser of the option the right but not the obligation to purchase the underlying security at a fixed exercise price at any time (American style) or at a set time (European style) prior to the expiration of the option regardless of the market price of the security during the option period. As consideration for the call option, the purchaser pays the seller a premium, which the seller retains whether or not the option is exercised. The seller of a call option has the obligation, upon the exercise of the option by the purchaser, to sell the underlying

TIAA-CREF Funds ■ Statement of Additional Information 9

security at the exercise price. Selling a call option would benefit the seller if, over the option period, the underlying security declines in value or does not appreciate above the aggregate of the exercise price and the premium. However, the seller risks an “opportunity loss” of profits if the underlying security appreciates above the aggregate value of the exercise price and the premium.

A Fund may close out a position acquired through selling a call option by buying a call option on the same security with the same exercise price and expiration date as the call option that it had previously sold on that security. Depending on the premium for the call option purchased by a Fund, the Fund will realize a profit or loss on the transaction on that security.

A put option is a similar short-term contract that gives the purchaser of the option the right to sell the underlying security at a fixed exercise price at any time prior to the expiration of the option regardless of the market price of the security during the option period. As consideration for the put option, the purchaser pays the seller a premium, which the seller retains whether or not the option is exercised. The seller of a put option has the obligation, upon the exercise of the option by the purchaser, to purchase the underlying security at the exercise price. The buying of a covered put contract limits the downside exposure for the investment in the underlying security. The risk of purchasing a put option is that the market price of the underlying stock prevailing on the expiration date may be above the option’s exercise price. In that case, the option would expire worthless and the entire premium would be lost.

Selling a put or call option may require the payment of initial and variation margin, and adverse market movements against the underlying security or instrument may require the seller to make additional margin payments. A Fund may have to sell securities or other instruments at a time when it may be disadvantageous to do so to meet margin and settlement payment requirements in connection with the sale of put or call options.

A Fund may close out a position acquired through buying a put option by selling an identical put option on the same security with the same exercise price and expiration date as the put option that it had previously bought on the security. Depending on the premium for the put option purchased by a Fund, the Fund would realize a profit or loss on the transaction.

In addition to options (both calls and puts) on individual securities, there are also options on groups of securities, such as the options on the Standard & Poor’s 100 Index, which are traded on the Chicago Board Options Exchange. There are also options on the futures of groups of securities such as the Standard & Poor’s 500 Index and the New York Stock Exchange Composite Index. The selling of such calls can be used in anticipation of, or in, a general market or market sector decline that may adversely affect the market value of a Fund’s portfolio of securities. To the extent that a Fund’s portfolio of securities changes in value in correlation with a given stock index, the sale of call options on the futures of that index would substantially reduce the risk to the portfolio of a market decline, and, by so doing, provide an alternative to the liquidation of securities positions in the portfolio with resultant transaction costs. A risk in all options, particularly the relatively new options on groups of securities and on the futures on groups of securities, is a possible lack of liquidity. This will be a major consideration of Advisors before it deals in any option on behalf of a Fund.

There is another risk in connection with selling a call option on a group of securities or on the futures of groups of securities. This arises because of the imperfect correlation between movements in the price of the call option on a particular group of securities and the price of the underlying securities held in the portfolio. Unlike a covered call on an individual security, where a large movement on the upside for the call option will be offset by a similar move on the underlying stock, a move in the price of a call option on a group of securities may not be offset by a similar move in the price of securities held due to the difference in the composition of the particular group and the portfolio itself.

Futures. To the extent permitted by applicable regulatory authorities, the Funds (other than the Money Market Fund) may purchase and sell futures contracts on securities or other instruments, or on groups or indices of securities or other instruments. The purpose of hedging techniques using financial futures is to protect the principal value of the Fund against adverse changes in the market value of securities or instruments in its portfolio, and to obtain better returns on investments than available in the cash market. Since these are hedging techniques, the gains or losses on the futures contract normally will be offset by losses or gains, respectively, on the hedged investment. Futures contracts also may be offset prior to the future date by executing an opposite futures contract transaction.

A futures contract on an investment is a binding contractual commitment which, if held to maturity, generally will result in an obligation to make or accept delivery, during a particular future month, of the securities or instrument underlying the contract.

By purchasing a futures contract—assuming a “long” position—Advisors will legally obligate a Fund to accept the future delivery of the underlying security or instrument and pay the agreed price. By selling a futures contract—assuming a “short” position—Advisors will legally obligate a Fund to make the future delivery of the security or instrument against payment of the agreed price.

Positions taken in the futures markets are not normally held to maturity, but are instead liquidated through offsetting transactions that may result in a profit or a loss. While futures positions taken by a Fund usually will be liquidated in this manner, a Fund may instead make or take delivery of the underlying securities or instruments whenever it appears economically advantageous to a Fund to do so. A clearing corporation associated with the exchange on which futures are traded assumes

10 Statement of Additional Information ■ TIAA-CREF Funds

responsibility for closing out positions and guarantees that the sale and purchase obligations will be performed with regard to all positions that remain open at the termination of the contract.

A stock index futures contract, unlike a contract on a specific security, does not provide for the physical delivery of securities, but merely provides for profits and losses resulting from changes in the market value of the contract to be credited or debited at the close of each trading day to the respective accounts of the parties to the contract. On the contract’s expiration date, a final cash settlement occurs and the futures positions are closed out. Changes in the market value of a particular stock index futures contract reflect changes in the specified index of equity securities on which the future is based.

Stock index futures may be used to hedge the equity investments of the Funds with regard to market (systematic) risk (involving the market’s assessment of overall economic prospects), as distinguished from stock specific risk (involving the market’s evaluation of the merits of the issuer of a particular security). By establishing an appropriate “short” position in stock index futures, Advisors may seek to protect the value of a Fund’s securities portfolio against an overall decline in the market for equity securities. Alternatively, in anticipation of a generally rising market, Advisors can seek to avoid losing the benefit of apparently low current prices by establishing a “long” position in stock index futures and later liquidating that position as particular equity securities are in fact acquired. To the extent that these hedging strategies are successful, the Fund will be affected to a lesser degree by adverse overall market price movements, unrelated to the merits of specific portfolio equity securities, than would otherwise be the case.

Unlike the purchase or sale of a security, no price is paid or received by a Fund upon the purchase or sale of a futures contract. Initially, a Fund will be required to deposit in a segregated account with the broker (futures commission merchant) carrying the futures account on behalf of the Fund an amount of cash, U.S. Treasury securities, or other permissible assets equal to a percentage of the contract amount as determined by the clearinghouse. This amount is known as “initial margin.” The nature of initial margin in futures transactions is different from that of margin in security transactions in that futures contract margin does not involve the borrowing of funds by the customer to finance the transactions. Rather, the initial margin is in the nature of a performance bond or good faith deposit on the contract that is returned to a Fund upon termination of the futures contract assuming all contractual obligations have been satisfied. Subsequent payments to and from the broker, called “variation margin,” will be made on a daily basis as the price of the underlying stock index fluctuates, making the long and short positions in the futures contract more or less valuable, a process known as “marking to the market.”

For example, when a Fund has purchased a stock index futures contract and the price of the underlying stock index has risen, that position will have increased in value, and the Fund will receive from the broker a variation margin payment equal to that increase in value. Conversely, where a Fund has purchased a stock index futures contract and the price of the underlying stock index has declined, the position would be less valuable and the Fund would be required to make a variation margin payment to the broker. At any time prior to expiration of the futures contract, the Fund may elect to close the position by taking an opposite position that will operate to terminate the Fund’s position in the futures contract. A final determination of variation margin is then made, additional cash is required to be paid by or released to the Fund, and the Fund realizes a loss or a gain.

There are several risks in connection with the use of a futures contract as a hedging device. One risk arises because of the imperfect correlation between movements in the prices of the futures contracts and movements in the securities or instruments that are the subject of the hedge. Advisors, on behalf of a Fund, will attempt to reduce this risk by engaging in futures transactions, to the extent possible, where, in Advisors’ judgment, there is a significant correlation between changes in the prices of the futures contracts and the prices of the Fund’s portfolio securities or instruments sought to be hedged.

Successful use of futures contracts for hedging purposes also is subject to Advisors’ ability to correctly predict movements in the direction of the market. For example, it is possible that where a Fund has sold futures to hedge its portfolio against declines in the market, the index on which the futures are written may advance and the values of securities or instruments held in the Fund’s portfolio may decline. If this occurred, the Fund would lose money on the futures and also experience a decline in value in its portfolio investments. However, Advisors believes that over time the value of a Fund’s portfolio will tend to move in the same direction as the market indices that are intended to correlate to the price movements of the portfolio securities or instruments sought to be hedged.

It also is possible that, for example, if a Fund has hedged against the possibility of a decline in the market adversely affecting stocks held in its portfolio and stock prices increased instead, the Fund will lose part or all of the benefit of increased value of those stocks that it has hedged because it will have offsetting losses in its futures positions. In addition, in such situations, if a Fund has insufficient cash, it may have to sell securities or instruments to meet daily variation margin requirements. Such sales may be, but will not necessarily be, at increased prices that reflect the rising market. The Fund may have to sell securities or instruments at a time when it may be disadvantageous to do so.

In addition to the possibility that there may be an imperfect correlation, or no correlation at all, between movements in the futures contracts and the portion of the portfolio being hedged, the prices of futures contracts may not correlate perfectly with movements in the underlying security or instrument due to certain market distortions. First, all transactions in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, investors may close futures contracts through offsetting transactions that could distort the normal relationship between the index and futures markets. Second, the margin requirements in the futures market are less onerous than margin

TIAA-CREF Funds ■ Statement of Additional Information 11

requirements in the securities market, and as a result the futures market may attract more speculators than the securities market does. Increased participation by speculators in the futures market also may cause temporary price distortions. Due to the possibility of price distortion in the futures market and also because of the imperfect correlation between movements in the futures contracts and the portion of the portfolio being hedged, even a correct forecast of general market trends by Advisors still may not result in a successful hedging transaction over a very short time period.

Firm Commitment Agreements and Purchase of “When-Issued” Securities. The Funds can enter into firm commitment agreements for the purchase of securities on a specified future date. Thus, the Funds may purchase, for example, issues of fixed-income instruments on a “when-issued” basis, whereby the payment obligation, or yield to maturity, or coupon rate on the instruments may not be fixed at the time of the transaction. In addition, the Funds may invest in asset-backed securities on a delayed delivery basis. This reduces a Fund’s risk of early repayment of principal, but exposes the Fund to some additional risk that the transaction will not be consummated.

When a Fund enters into a firm commitment agreement, liability for the purchase price—and the rights and risks of ownership of the securities—accrues to the Fund at the time it becomes obligated to purchase such securities, although delivery and payment occur at a later date. Accordingly, if the market price of the security should decline, the effect of the agreement would be to obligate the Fund to purchase the security at a price above the current market price on the date of delivery and payment. In addition, certain rules of the Financial Industry Regulatory Authority (“FINRA”) include mandatory margin requirements that will require the Funds to post collateral in connection with their to-be-announced (“TBA”) transactions. There is no similar requirement applicable to the Funds’ TBA counterparties. The required collateralization of TBA trades could increase the cost of TBA transactions to the Funds and impose added operational complexity. A Fund may have to sell securities or other instruments at a time when it may be disadvantageous to do so to meet such payment requirements. A Fund must comply with the SEC rule related to the use of derivatives and certain other transactions when engaging in the transactions discussed above. See “Derivatives and Other Similar Instruments” below.

Participatory Notes. Some of the Funds may invest in participatory notes issued by banks or broker-dealers that are designed to replicate the performance of certain non-U.S. companies traded on a non-U.S. exchange. Participatory notes are a type of equity-linked derivative which generally are traded over-the-counter. Even though a participatory note is intended to reflect the performance of the underlying equity securities on a one-to-one basis so that investors will not normally gain or lose more in absolute terms than they would have made or lost had they invested in the underlying securities directly, the performance results of participatory notes will not replicate exactly the performance of the issuers or markets that the participatory notes seek to replicate due to transaction costs and other expenses. Investments in participatory notes involve risks normally associated with a direct investment in the underlying securities. In addition, participatory notes are subject to counterparty risk, which is the risk that the broker-dealer or bank that issues the notes will not fulfill its contractual obligation to complete the transaction with a Fund. Participatory notes constitute general unsecured, unsubordinated contractual obligations of the banks or broker-dealers that issue them, and a Fund is relying on the creditworthiness of such banks or broker-dealers and has no rights under a participatory note against the issuers of the securities underlying such participatory notes. There can be no assurance that the trading price or value of participatory notes will equal the value of the underlying equity securities they seek to replicate.

Master Limited Partnerships. Some of the Funds may invest in equity securities issued by master limited partnerships (“MLPs”). An MLP is an entity, most commonly a limited partnership that is taxed as a partnership, publicly traded and listed on a national securities exchange. Holders of common units of MLPs typically have limited control and limited voting rights as compared to holders of a corporation’s common shares. Preferred units issued by MLPs are not typically listed or traded on an exchange. Holders of preferred units can be entitled to a wide range of voting and other rights. MLPs are limited by the Code to only apply to enterprises that engage in certain businesses, mostly pertaining to the use of natural resources, such as petroleum and natural gas extraction, and transportation, although some other enterprises may also qualify as MLPs.

There are certain tax risks associated with investments in MLPs. The benefit derived from an investment in an MLP is largely dependent on the MLP being treated as a partnership for federal income tax purposes. A change to current tax law, or a change in the underlying business mix of a given MLP, could result in an MLP being treated as a corporation for federal income tax purposes. If an MLP were treated as a corporation, the MLP would be required to pay federal income tax on its taxable income. This would reduce the amount of cash available for distribution by the MLP, which could result in a reduction of the value of a Fund’s investment in the MLP and lower income to the Fund. Additionally, since MLPs generally conduct business in multiple states, a Fund may be subject to income or franchise tax in each of the states in which the partnership does business. The additional cost of preparing and filing the tax returns and paying the related taxes may adversely impact a Fund’s return on its investment in MLPs.

Investments held by MLPs may be relatively illiquid, limiting the MLPs’ ability to vary their portfolios promptly in response to changes in economic or other conditions, and MLPs may have limited financial resources. Securities of MLPs may trade infrequently and in limited volume, and they may be subject to more abrupt or erratic price movements than common shares of larger or more broadly based companies. A Fund’s investment in MLPs also subjects the Fund to the risks associated with the specific industry or industries in which the MLP invests. MLPs are generally considered interest rate sensitive investments, and during periods of interest rate volatility, may not provide attractive returns. A portion of any gain or loss recognized by a Fund on

12 Statement of Additional Information ■ TIAA-CREF Funds

a disposition of an MLP equity security may be separately computed and taxed as ordinary income or loss under the Code. Any such gain may exceed net taxable gain realized on the disposition and will be recognized even if there is a net taxable loss on the disposition.

Royalty Trust. Some of the Funds may invest in publicly traded royalty trusts. Royalty trusts are income-oriented equity investments that indirectly, through the ownership of trust units, provide investors (called “unit holders”) with exposure to energy sector assets such as coal, oil and natural gas. A royalty trust generally acquires an interest in natural resource companies or chemical companies and distributes the income it receives to the investors of the royalty trust. A sustained decline in demand for crude oil, natural gas and refined petroleum products could adversely affect income and royalty trust revenues and cash flows. Factors that could lead to a decrease in market demand include a recession or other adverse economic conditions, an increase in the market price of the underlying commodity, higher taxes or other regulatory actions that increase costs, or a shift in consumer demand for such products. A rising interest rate environment could adversely impact the performance of royalty trusts. Rising interest rates could limit the capital appreciation of royalty trusts because of the increased availability of alternative investments at more competitive yields.

Private Investments in Public Equity. Some of the Funds may purchase equity securities in a private placement that are issued by issuers who have outstanding, publicly traded equity securities of the same class (“private investments in public equity” or “PIPES”). Shares in PIPES generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPES are restricted as to resale and a Fund cannot freely trade the securities. Generally, such restrictions cause the PIPES to be illiquid during this time. PIPES may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.

Special Purpose Acquisition Companies. Some of the Funds may invest in equity securities of special purpose acquisition companies (“SPACs”). Also known as a “blank check company,” a SPAC is a company with no commercial operations that is formed solely to raise capital from investors for the purpose of acquiring one or more existing private companies. SPACs often have pre-determined time frames to make an acquisition (typically two years) or the SPAC will liquidate. A Fund may purchase units or shares of SPACs that have completed an IPO on a secondary market, during a SPAC’s IPO or through a PIPES offering. See “Private Investments in Public Equity” above for information about PIPES offerings.

Unless and until an acquisition is completed, a SPAC generally invests its assets in U.S. Government securities, money market securities and cash. Because SPACs have no operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entity’s management to identify and complete a profitable acquisition. There is no guarantee that the SPACs in which a Fund invests will complete an acquisition or that any acquisitions that are completed will be profitable. Public stockholders of SPACs such as a Fund may not be afforded a meaningful opportunity to vote on a proposed initial business combination because certain stockholders, including stockholders affiliated with the management of the SPAC, may have sufficient voting power, and a financial incentive, to approve such a transaction without support from public stockholders. As a result, a SPAC may complete a business combination even though a majority of its public stockholders do not support such a combination. An invesment in a SPAC may be diluted by additional, later offerings of securities by the SPAC or by other investors exercising existing rights to purchase securities of the SPAC. Additionally, a significant portion of the funds raised by a SPAC may be expended during the search for a target acquisition or merger. Some SPACs may pursue acquisitions only within certain industries or regions, which may increase the volatility of their prices.

The private companies that SPACs acquire are often unseasoned and lack a trading history, a track record of reporting to investors and widely available research coverage. Securities of SPAC-derived companies are thus subject to extreme price volatility and speculative trading. In addition, the ownership of many SPAC-derived companies often includes large holdings by venture capital and private equity investors who seek to sell their shares in the public market in the months following a business combination transaction when shares restricted by lock-up are released, causing even greater price volatility and possible downward pressure during the time that locked-up shares are released.

Debt instruments generally

A debt instrument held by a Fund will be affected by general changes in interest rates that will, in turn, result in increases or decreases in the market value of the instrument. The market value of non-convertible debt instruments (particularly fixed-income instruments) in a Fund’s portfolio can be expected to vary inversely to changes in prevailing interest rates. In periods of declining interest rates, the yield of a Fund holding a significant amount of debt instruments will tend to be somewhat higher than prevailing market rates, and in periods of rising interest rates, the Fund’s yield will tend to be somewhat lower. In addition, when interest rates are falling, money received by such a Fund from the continuous sale of its shares will likely be invested in portfolio instruments producing lower yields than the balance of its portfolio, thereby reducing the Fund’s current yield. In periods of rising interest rates, the opposite result can be expected to occur. During periods of declining interest rates, because the interest rates on adjustable-rate securities generally reset downward, their market value is unlikely to rise to the

TIAA-CREF Funds ■ Statement of Additional Information 13

same extent as the value of comparable fixed-rate securities. Interest rate risk is generally heightened during periods when prevailing interest rates are low or negative, and during such periods, a Fund may not be able to maintain a positive yield or yields on par with historical levels. Risks associated with rising interest rates are heightened given that the Fed has increased interest rates over recent periods. Further, rising interest rates may cause issuers to not make principal and interest payments on fixed-income investments when due. Additionally, rising interest rates could lead to heightened credit risk if issuers are less willing or able to make payments when due. Changes in interest rates, among other factors, may also adversely affect the liquidity of a Fund’s fixed-income investments.

The market for fixed-income instruments has consistently grown over the past decades while the growth of capacity for traditional dealers to engage in fixed-income trading and provide liquidity to markets has not kept pace and in some cases has decreased. Because dealers acting as market makers provide stability to a market, a reduction in dealer inventories could potentially lead to decreased liquidity and increased volatility in the fixed-income markets. Such issues may be exacerbated during periods of economic uncertainty or market volatility (including rapid interest rate changes).

Ratings as Investment Criteria. Nationally Recognized Statistical Rating Organization (“NRSRO”) ratings represent the opinions of those organizations as to the quality of securities that they rate. Although these ratings, which are relative and subjective and are not absolute standards of quality, are used by Advisors as one of many criteria for the selection of portfolio securities on behalf of the Funds, Advisors also relies upon its own analysis to evaluate potential investments.

Subsequent to its purchase by a Fund, an issue of securities may cease to be rated or its rating may be reduced below the minimum required for purchase by the Fund. These events will not require the sale of the securities by a Fund. However, Advisors will consider the event in its determination of whether the Fund should continue to hold the securities. To the extent that a NRSRO’s rating changes as a result of a change in the NRSRO or its rating system, Advisors will attempt to use comparable ratings as standards for the Funds’ investments in accordance with their investment objectives and policies.

Certain Investment-Grade Debt Obligations. Although obligations rated Baa by Moody’s Investors Services, Inc. (“Moody’s”) or BBB by Standard & Poor’s (“S&P”), for example, are considered investment-grade, they may be viewed as being subject to greater risks than other investment-grade obligations. Obligations rated Baa by Moody’s are considered medium-grade obligations that lack outstanding investment characteristics and have speculative characteristics as well, while obligations rated BBB by S&P are regarded as having only an adequate capacity to pay principal and interest.

U.S. Government Debt Securities. Some of the Funds may invest in U.S. Government securities. These include: debt obligations of varying maturities issued by the U.S. Treasury or issued or guaranteed by the Federal Housing Administration, Farmers Home Administration, Export-Import Bank of the United States, Small Business Administration, Government National Mortgage Association (“GNMA”), General Services Administration, any of the various institutions that previously were, or currently are, part of the Farm Credit System, including the National Bank for Cooperatives, the Farm Credit Banks and the Banks for Cooperatives, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation (“FHLMC”), Federal Intermediate Credit Banks, Federal Land Banks, Federal National Mortgage Association (“FNMA”), Maritime Administration, Tennessee Valley Authority and District of Columbia Armory Board. Direct obligations of the U.S. Treasury include a variety of securities that differ in their interest rates, maturities and issue dates. Certain of the foregoing U.S. Government securities are supported by the full faith and credit of the United States. These U.S. Government securities present limited credit risk compared to other types of debt securities but are not free of risk. Other U.S. Government securities are supported by the right of the agency or instrumentality to borrow an amount limited to a specific line of credit from the U.S. Treasury or by the discretionary authority of the U.S. Government or GNMA to purchase financial obligations of the agency or instrumentality, which are thus subject to a greater amount of credit risk than those supported by the full faith and credit of the United States. Still other U.S. Government securities are only supported by the credit of the issuing agency or instrumentality, which are subject to greater credit risk as compared to other U.S. Government securities. The maximum potential liability of the issuers of some U.S. Government securities may exceed then current resources, including any legal right to support from the U.S. Treasury. Because the U.S. Government is not obligated by law to support an agency or instrumentality that it sponsors, or such agency’s or instrumentality’s securities, a Fund only invests in U.S. Government securities when Advisors determines that the credit risk associated with the obligation is suitable for the Fund.

It is possible that issuers of U.S. Government securities will not have the funds to meet their payment obligations in the future. FHLMC and FNMA have been operating under conservatorship, with the Federal Housing Finance Administration (“FHFA”) acting as their conservator, since September 2008. The FHFA and U.S. Presidential administration have made public statements regarding plans to consider ending the conservatorships. Under a letter agreement between the FHFA (in its role as conservator) and the U.S. Treasury, the FHFA is prohibited from removing its conservatorship of each enterprise until litigation regarding the conservatorship has ended and each enterprise has retained equity capital levels equal to three percent of their total assets. It is unclear how long it will be before the FHFA will be able to remove its conservatorship of the enterprises under this letter agreement. The FHFA has indicated that the conservatorship of each enterprise will end when the director of the FHFA determines that FHFA’s plan to restore the enterprise to a safe and solvent condition has been completed. Under amendments to the Enterprise Regulatory Capital Framework (“ERCF”), FHLMC and FNMA have published capital disclosures which provide additional information about their capital position and capital requirements on a quarterly basis since the first quarter of 2023

14 Statement of Additional Information ■ TIAA-CREF Funds

and delivered their first capital plans to FHFA in May 2023. The FHFA finalized amendments to certain provisions of the ERCF in November 2023 that modify various capital requirements for FHLMC and FNMA. In the event that FHLMC or FNMA are taken out of conservatorship, it is unclear how their respective capital structure would be constructed and what impact, if any, there would be on FHLMC’s or FNMA’s creditworthiness and guarantees of certain mortgage-backed securities. The ERCF requires FHLMC and FNMA, upon exit from conservatorship, to maintain higher levels of capital than prior to conservatorship to satisfy their risk-based capital requirements, leverage ratio requirements, and prescribed buffer amounts. The entities are dependent upon the continued support of the U.S. Department of the Treasury and FHFA in order to continue their business operations. These factors, among others, could affect the future status and role of FHLMC and FNMA and the value of their securities and the securities which they guarantee.

Uncertainty regarding the status of negotiations in the U.S. Congress to increase the statutory debt ceiling, which may occur from time to time, may increase the risk that the U.S. Government may default on payments on certain U.S. Government securities, including those held by the Funds. On August 5, 2011 and August 1, 2023, the long-term credit rating of the United States was downgraded by S&P and Fitch Investors Service, Inc. respectively, as a result of disagreements within the U.S. Government over raising the debt ceiling to repay outstanding obligations. Similar situations in the future could result in higher interest rates, lower prices of U.S. Treasury securities and could increase the costs of various kinds of debt, which may adversely affect the Funds.

Risks of Lower-Rated, Lower-Quality Debt Instruments. Lower-rated debt securities (i.e., those rated Ba or lower by Moody’s or BB or lower by S&P) are sometimes referred to as “high-yield” or “junk” bonds. Each of the Funds (except for the Money Market Fund) may invest in lower-rated debt securities. In particular, under normal market conditions, the High-Yield Fund invests at least 80% of its net assets in below investment-grade securities. These securities are considered, on balance, as predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation and will generally involve more credit risk than securities in the higher-rated categories. Reliance on credit ratings entails greater risks with regard to lower-rated securities than it does with regard to higher-rated securities, and Advisors’ success is more dependent upon its own credit analysis with regard to lower-rated securities than is the case with regard to higher-rated securities. The market values of such securities tend to reflect individual corporate developments to a greater extent than do higher-rated securities, which react primarily to fluctuations in the general level of interest rates. Such lower-rated securities also tend to be more sensitive to economic conditions than are higher-rated securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, regarding lower-rated bonds may depress prices and liquidity for such securities. To the extent a Fund invests in these securities, factors adversely affecting the market value of lower-rated securities will adversely affect the Fund’s NAV. In addition, a Fund may incur additional expenses to the extent it is required to seek recovery upon a default in the payment of principal or interest on its portfolio holdings.

A Fund may have difficulty disposing of certain lower-rated securities for which there is a thin trading market. Because not all dealers maintain markets in lower-rated securities, there is no established retail secondary market for many of these securities, and Advisors anticipates that they could be sold only to a limited number of dealers or institutional investors. To the extent there is a secondary trading market for lower-rated securities, it is generally not as liquid as that for higher-rated securities. The lack of a liquid secondary market for certain securities may make it more difficult for the Funds to obtain accurate market quotations for purposes of valuing their assets. Market quotations are generally available on many lower-rated issues only from a limited number of dealers and may not necessarily represent firm bids of such dealers or prices for actual sales. When market quotations are not readily available, lower-rated securities must be fair valued by Advisors in accordance with the procedures approved by the Board of Trustees. This valuation is more difficult and judgment plays a greater role in such valuation when there are less reliable objective data available.

Any debt instrument, no matter its initial rating, may, after purchase by a Fund, have its rating lowered due to the deterioration of the issuer’s financial position. Advisors may determine that an unrated security is of comparable quality to securities with a particular rating. Such unrated securities are treated as if they carried the rating of securities with which Advisors compares them.

Lower-rated debt securities may be issued by corporations in the growth stage of their development. They may also be issued in connection with a corporate reorganization or as part of a corporate takeover. Companies that issue such lower-rated securities are often highly leveraged and may not have available to them more traditional methods of financing. Therefore, the risk associated with acquiring the securities of such issuers is greater than would be the case with higher-rated securities. For example, during an economic downturn or a sustained period of rising interest rates, highly leveraged issuers of lower-rated securities may experience financial stress. During such periods, such issuers may not have sufficient revenues to meet their interest payment obligations. The issuer’s ability to service its debt obligations may also be adversely affected by specific corporate developments, the issuer’s inability to meet specific projected business forecasts or the unavailability of additional financing.

The risk of loss due to default by the issuer is significantly greater for the holders of lower-rated securities because such securities are generally unsecured and are often subordinated to other creditors of the issuer.

TIAA-CREF Funds ■ Statement of Additional Information 15

It is possible that a major economic recession could adversely affect the market for lower-rated securities. Any such recession might severely affect the market for and the values of such securities, as well as the ability of the issuers of such securities to repay principal and pay interest thereon.

The Funds (other than the Money Market Fund) may acquire lower-rated securities that are sold without registration under the federal securities laws and therefore carry restrictions on resale. The Funds may incur special costs in disposing of such securities, but will generally incur no costs when the issuer is responsible for registering the securities.

The Funds may also acquire lower-rated securities during an initial underwriting. Such securities involve special risks because they are new issues. The Funds have no arrangement with any person concerning the acquisition of such securities, and Advisors will carefully review the credit and other characteristics pertinent to such new issues. A Fund may from time to time participate on committees formed by creditors to negotiate with the management of financially troubled issuers of securities held by the Fund. Such participation may subject the Fund to expenses such as legal fees and may make the Fund an “insider” of the issuer for purposes of the federal securities laws, and, therefore, may restrict the Fund’s ability to trade in or acquire additional positions in a particular security when it might otherwise desire to do so. Participation by a Fund on such committees also may expose the Fund to potential liabilities under the federal bankruptcy laws or other laws governing the rights of creditors and debtors. The Fund would participate on such committees only when Advisors believes that such participation is necessary or desirable to enforce the Fund’s rights as a creditor or to protect the value of securities held by the Fund.

Although most of the Funds can invest a percentage of their assets in lower-rated securities, the High-Yield Fund can invest up to 100% of its assets in debt instruments that are unrated or rated lower than the four highest rating categories assigned by Moody’s or S&P. Up to 20% of the High-Yield Fund’s assets may be invested in securities rated lower than B– or its equivalent by at least two rating agencies. Thus, the preceding information about lower-rated securities is especially applicable to the High-Yield Fund.

Corporate Debt Securities. A Fund may invest in corporate debt securities of U.S. and foreign issuers and/or hold its assets in these securities for cash management purposes. The investment return of corporate debt securities reflects interest earnings and changes in the market value of the security. The market value of a corporate debt obligation may be expected to rise and fall inversely with interest rates generally. There also exists the risk that the issuers of the securities may not be able to meet their obligations on interest or principal payments at the time called for by an instrument.

Zero Coupon Obligations. Some of the Funds may invest in zero coupon obligations. Zero coupon securities generally pay no cash interest (or dividends in the case of preferred stock) to their holders prior to maturity. Accordingly, such securities usually are issued and traded at a deep discount from their face or par value and generally are subject to greater fluctuations of market value in response to changing interest rates than securities of comparable maturities and credit quality that pay cash interest (or dividends in the case of preferred stock) on a current basis. Although a Fund will receive no payments on its zero coupon securities prior to their maturity or disposition, it will be required for federal income tax purposes generally to include in its dividends to shareholders each year an amount equal to the annual income that accrues on its zero coupon securities. Such dividends will be paid from the cash assets of the Fund, from borrowings or by liquidation of portfolio securities, if necessary, at a time that the Fund otherwise would not have done so. To the extent a Fund is required to liquidate thinly traded securities, the Fund may be able to sell such securities only at prices lower than if such securities were more widely traded. The risks associated with holding securities that are not readily marketable may be accentuated at such time. To the extent the proceeds from any such dispositions are used by a Fund to pay distributions, the Fund will not be able to purchase additional income-producing securities with such proceeds, and as a result its current income ultimately may be reduced.

Floating and Variable Rate Instruments. Variable and floating rate securities provide for a periodic adjustment in the interest rate paid on the obligations. The terms of such obligations provide that interest rates are adjusted periodically based upon an interest rate adjustment index as provided in the respective obligations. The adjustment intervals may be regular, and range from daily up to annually, or may be event based, such as based on a change in the prime rate. The interest rate on a floater is a variable rate which is tied to another interest rate, such as a money market index or U.S. Treasury bill rate. The interest rate on a floater resets periodically, typically every 1–3 months. Some of the Funds may invest in floating and variable rate instruments. Income securities may provide for floating or variable rate interest or dividend payments. The floating or variable rate may be determined by reference to a known lending rate, such as a bank’s prime rate, a certificate of deposit rate, the London Interbank Offered Rate (“LIBOR”) (use of which has generally been phased out and is anticipated to cease publication), the Federal Funds Rate, the Secured Overnight Financing Rate (“SOFR”) or other rates based on SOFR. Alternatively, the rate may be determined through an auction or remarketing process. The rate also may be indexed to changes in the values of the interest rate of securities indexed, currency exchange rate or other commodities. Variable and floating rate securities tend to be less sensitive than fixed-rate securities to interest rate changes and to have higher yields when interest rates increase. However, during rising interest rates, changes in the interest rate of an adjustable-rate security may lag changes in market rates. The amount by which the rates are paid on an income security may increase or decrease and may be subject to periodic or lifetime caps. Fluctuations in interest rates above these caps could cause adjustable-rate securities to behave more like fixed-rate securities in response to extreme movements in interest rates.

16 Statement of Additional Information ■ TIAA-CREF Funds

A Fund (other than the Money Market Fund) may also invest in inverse floating rate debt instruments (“inverse floaters”). The interest rate on an inverse floater resets in the opposite direction from the market rate of interest to which the inverse floater is indexed. An inverse floating rate security may exhibit greater price volatility than a fixed-rate obligation of similar credit quality. Such securities may also pay a rate of interest determined by applying a multiple to the variable rate. The extent of increases and decreases in the value of securities whose rates vary inversely with changes in market rates of interest generally will be larger than comparable changes in the value of an equal principal amount of a fixed-rate security having similar credit quality redemption provisions and maturity.

LIBOR was a leading floating rate benchmark used in loans, notes, derivatives and other instruments or investments. As a result of benchmark reforms, publication of most LIBOR settings has ceased. Some LIBOR settings continue to be published, but only on a temporary, synthetic and non-representative basis. Regulated entities have generally ceased entering into new LIBOR contracts in connection with regulatory guidance and prohibitions. There remains uncertainty regarding the future use of LIBOR and the nature of any replacement rate, and any potential effects of the transition away from LIBOR on a Fund or on certain instruments in which a Fund invests are not known. Various financial industry groups have begun planning for that transition and certain regulators and industry groups have taken actions to establish alternative reference rates (e.g., the SOFR, which measures the cost of overnight borrowings through repurchase agreement transactions collateralized with U.S. Treasury securities and is intended to replace U.S. dollar LIBOR with certain adjustments). As of the date of this SAI, it is not possible to predict the effect of the establishment of any replacement rates.

The Internal Revenue Service (the “IRS”) has issued regulations regarding the tax consequences of the transition from LIBOR or another interbank offered rate (“IBOR”) to a new reference rate in debt instruments and non-debt contracts. Under the regulations, alteration or modification of the terms of a debt instrument to replace an operative rate that uses a discontinued IBOR with a qualified rate (as defined in the regulations), including true up payments equalizing the fair market value of contracts before and after such IBOR transition, to add a qualified rate as a fallback rate to a contract whose operative rate uses a discontinued IBOR or to replace a fallback rate that uses a discontinued IBOR with a qualified rate would not be taxable. The IRS may provide additional guidance, with potential retroactive effect.

Loan Participations and Assignments; Direct Loans. Certain Funds may purchase participations and/or assignments in commercial loans. Such investments may be secured or unsecured and may pay interest at fixed or floating rates. Loan participations and assignments involve special types of risk, including interest rate risk, liquidity risk and the risks of being a lender.

Loan participations typically represent direct participation, together with other parties, in a loan to a corporate borrower, and generally are offered by banks or other financial institutions or lending syndicates. Certain Funds may participate in such syndications, or can buy part of a loan, becoming a part lender. When purchasing loan participations, a Fund assumes the credit risk associated with the corporate borrower and may assume the credit risk associated with an interposed bank or other financial intermediary. The loan participations in which a Fund intends to invest may not be rated by any nationally recognized rating service.

Investments in loans through a direct assignment of the financial institution’s interests with respect to the loan may involve additional risks to the Funds. The purchaser of an assignment typically succeeds to all the rights and obligations under the loan agreement with the same rights and obligations as the assigning lender. Assignments may, however, be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an assignment may differ from, and be more limited than, those held by the assigning lender. If a loan is foreclosed, a Fund could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender liability, a Fund could be held liable as co-lender. It is unclear whether loans and other forms of indebtedness offer securities law protections against fraud and misrepresentation. In the absence of definitive regulatory guidance, the Funds rely on Advisors’ research in an attempt to avoid situations where fraud or misrepresentation could adversely affect the Funds.

Loans may not be readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in disposing of loans may require weeks to complete. Consequently, some loans may be difficult or impossible to dispose of readily at what Advisors believes to be a fair price. In addition, valuation of illiquid loans involves a greater degree of judgment in determining a Fund’s NAV than if that value were based on available market quotations, and could result in significant variations in the Fund’s daily share price. At the same time, some loan interests are traded among certain financial institutions and accordingly may be deemed liquid. As the market for different types of loans develops, the liquidity of these instruments is expected to improve. However, from time to time, loans may be illiquid. Investment in loan participations and assignments are considered to be debt obligations for purposes of the Trust’s investment restriction relating to the lending of funds or assets by a Fund.

A loan is often administered by an agent bank acting as agent for all holders. The agent bank administers the terms of the loan, as specified in the loan agreement. In addition, the agent bank is normally responsible for the collection of principal and interest payments from the corporate borrower and the apportionment of these payments to the credit of all institutions which are parties to the loan agreement. Unless, under the terms of the loan, a Fund has direct recourse against the corporate

TIAA-CREF Funds ■ Statement of Additional Information 17

borrower, the Fund may have to rely on the agent bank or other financial intermediary to apply appropriate credit remedies against a corporate borrower. A financial institution’s employment as agent bank might be terminated in the event that it fails to observe a requisite standard of care or becomes insolvent. A successor agent bank would generally be appointed to replace the terminated agent bank, and assets held by the agent bank under the loan agreement should remain available to holders of such indebtedness. However, if assets held by the agent bank for the benefit of a Fund were determined to be subject to the claims of the agent bank’s general creditors, the Fund might incur certain costs and delays in realizing payment on a loan or loan participation and could suffer a loss of principal and/or interest. In situations involving other interposed financial institutions (e.g., an insurance company or governmental agency) similar risks may arise.

Purchasers of loans depend primarily upon the creditworthiness of the corporate borrower for payment of principal and interest. If a Fund does not receive scheduled interest or principal payments on such indebtedness, the Fund’s share price and yield could be adversely affected. Loans that are fully secured offer a Fund more protection than an unsecured loan in the event of non-payment of scheduled interest or principal. However, there is no assurance that the liquidation of collateral from a secured loan would satisfy the corporate borrower’s obligation, or that the collateral can be liquidated. In the event of the bankruptcy of a borrower, a Fund could experience delays or limitations in its ability to realize the benefits of any collateral securing a loan.

Certain Funds may invest in loan participations and assignments with credit quality comparable to that of issuers of its securities investments. Indebtedness of companies whose creditworthiness is poor involves substantially greater risks, and may be highly speculative. Some companies may never pay off their indebtedness, or may pay only a small fraction of the amount owed. Consequently, when investing in indebtedness of companies with poor credit, a Fund bears a substantial risk of losing the entire amount invested. The Funds may make investments in loan participations and assignments to achieve capital appreciation, rather than to seek income.

For purposes of limits on a Fund’s total assets invested in any one issuer and the amount of a Fund’s total assets that are invested in issuers within the same industry, a Fund generally will treat the corporate borrower as the “issuer” of indebtedness held by the Fund. In the case of loan participations where a bank or other lending institution serves as a financial intermediary between a Fund and the corporate borrower, if the participation does not shift to the Fund the direct debtor-creditor relationship with the corporate borrower, SEC interpretations require the Fund to treat both the lending bank or other lending institution and the corporate borrower as “issuers.” Treating a financial intermediary as an issuer of indebtedness may restrict a Fund’s ability to invest in indebtedness related to a single financial intermediary, or a group of intermediaries engaged in the same industry, even if the underlying borrowers represent many different companies and industries.

Loans are not traded on an exchange or similar market but through a secondary market comprised of dealers and other institutional participants. Loans are generally subject to extended settlement periods and may take more than seven days to settle. During this period, a Fund may seek other sources of liquidity including the use of an overdraft facility with the Funds’ custodian or by borrowing under a credit agreement to which the Funds are parties.

Certain loans may not be considered securities under the federal securities laws. In such circumstances, fewer legal protections may be available with respect to a Fund’s investment in loans. In particular, if a loan is not considered a security under the federal securities laws, certain legal protections normally available to securities investors under the federal securities laws, such as those against fraud and misrepresentation, may not be available.

To the extent permitted by applicable law, a Fund may also make one or more direct loans, which may be secured or unsecured, to a commercial borrower (each, a “Direct Loan”). To the extent it makes a Direct Loan, a Fund would negotiate the terms of such Direct Loan with the borrower pursuant to a private transaction. The Fund will base its determination of whether or not to make a Direct Loan on, among other factors, Advisors’ assessment of the borrower’s creditworthiness, as well as any collateral received by the Fund or recourse available to the Fund in the event of untimely or non-payment of interest and repayment of principal to the Fund. By making one or more Direct Loans, a Fund would be exposed to the risk that the borrower will default or become insolvent. In such instances, the Fund may lose money. Direct Loans also expose a Fund to liquidity and interest rate risk. Direct Loans are not publicly traded, may not have a secondary market, and may be illiquid. The absence of a secondary market may impact a Fund’s ability to sell and/or value its Direct Loans. A Fund’s performance with respect to a Direct Loan will depend, in part, on the Fund’s (or Advisors’, on the Fund’s behalf) ability to negotiate advantageous terms with a borrower.

Foreign Debt Obligations. The debt obligations of foreign governments and entities may or may not be supported by the full faith and credit of the foreign government. A Fund may buy securities issued by certain “supra-national” entities, which include entities designated or supported by governments to promote economic reconstruction or development, international banking organizations and related government agencies. Examples are the International Bank for Reconstruction and Development (more commonly known as the “World Bank”), the Asian Development Bank and the Inter-American Development Bank.

The governmental members of these supra-national entities are “stockholders” that typically make capital contributions and may be committed to make additional capital contributions if the entity is unable to repay its borrowings. A supra-national entity’s lending activities may be limited to a percentage of its total capital, reserves and net income. There can be no

18 Statement of Additional Information ■ TIAA-CREF Funds

assurance that the constituent foreign governments will continue to be able or willing to honor their capitalization commitments for those entities.

Structured or Indexed Securities (including Exchange-Traded Notes, Equity-Linked Notes and Inflation-Indexed Bonds). Some of the Funds may invest in structured or indexed securities. The value of the principal of and/or interest on such securities is based on a reference such as a specific currency, interest rate, commodity, index or other financial indicator (the “Reference”) or the relative change in two or more References. The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference. The terms of the structured or indexed securities may provide that in certain circumstances no principal is due at maturity and, therefore, may result in a loss of a Fund’s investment. Structured or indexed securities may be positively or negatively indexed, so that appreciation of the Reference may produce an increase or a decrease in the interest rate or value of the security at maturity. In addition, changes in interest rates or the value of the security at maturity may be some multiple of the change in the value of the Reference. Consequently, structured or indexed securities may entail a greater degree of market risk than other types of debt securities. Structured or indexed securities may also be more volatile, have lower overall liquidity and be more difficult to accurately price than less complex securities. Structured and indexed securities are generally subject to the same risks as other fixed-income securities in addition to the special risks associated with linking the payment of principal and/or interest payments (or other payable amounts) to the performance of a Reference.

A Fund may also invest in inflation-indexed bonds. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted according to the rate of inflation. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the Consumer Price Index (“CPI”) accruals as part of a semi-annual coupon.

If the periodic adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of a U.S. Treasury inflation-indexed bond, even during a period of deflation, although the inflation-adjusted principal received could be less than the inflation-adjusted principal that had accrued to the bond at the time of purchase. However, the current market value of the bonds is not guaranteed and will fluctuate. A Fund may also invest in other inflation-related bonds which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if the rate of inflation rises at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed bonds. In contrast, if nominal interest rates increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed bonds.

While these securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.

The periodic adjustment of U.S. inflation-indexed bonds is tied to the Consumer Price Index for All Urban Consumers (“CPI-U”), which is not seasonally adjusted and which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation-indexed bonds issued by a foreign government are generally adjusted to reflect a comparable inflation index calculated by that government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States.

Convertible Securities. Convertible securities generally have less potential for gain or loss than common stocks. Convertible securities generally provide yields higher than the underlying common stocks, but generally lower than comparable non-convertible securities. Because of this higher yield, convertible securities generally sell at prices above their “conversion value,” which is the current market value of the stock to be received upon conversion. The difference between this conversion value and the price of convertible securities will vary over time depending on changes in the value of the underlying common stocks and interest rates. When the underlying common stocks decline in value, convertible securities will tend not to decline to the same extent because of the interest or dividend payments and the repayment of principal at maturity for certain types of convertible securities. However, securities that are convertible other than at the option of the holder generally do not limit the potential for loss to the same extent as securities convertible at the option of the holder. When the underlying common stocks rise in value, the value of convertible securities may also be expected to increase. At the same time, however, the difference between the market value of convertible securities and their conversion value will narrow, which means that the value of convertible securities will generally not increase to the same extent as the value of the underlying common stocks. Because

TIAA-CREF Funds ■ Statement of Additional Information 19

convertible securities may also be interest rate sensitive, their value may increase as interest rates fall and decrease as interest rates rise. Convertible securities are also subject to credit risk, and are often lower-quality securities.

Contingent Capital Securities. Contingent capital securities (sometimes referred to as “CoCos”) are issued primarily by non-U.S. financial institutions, which have loss absorption mechanisms benefiting the issuer built into their terms. CoCos generally provide for mandatory conversion into the common stock of the issuer or a write-down of the principal amount or value of the CoCos upon the occurrence of certain “triggers.” These triggers are generally linked to regulatory capital thresholds or regulatory actions calling into question the issuing banking institution’s continued viability as a going concern. Equity conversion or principal write-down features are tailored to the issuer and its regulatory requirements and, unlike traditional convertible securities, conversions are not voluntary.

A trigger event for CoCos would likely be the result of, or related to, the deterioration of the issuer’s financial condition (e.g., a decrease in the issuer’s capital ratio) and status as a going concern. In such a case, with respect to CoCos that provide for conversion into common stock upon the occurrence of the trigger event, the market price of the issuer’s common stock received by a Fund will have likely declined, perhaps substantially, and may continue to decline, which may adversely affect the Fund’s NAV. Further, the issuer’s common stock would be subordinate to the issuer’s other classes of securities and therefore would worsen a Fund’s standing in a bankruptcy proceeding. In addition, because the common stock of the issuer may not pay a dividend, investors in these instruments could experience a reduced income rate, potentially to zero. In view of the foregoing, CoCos are often rated below investment-grade and are subject to the risks of high-yield securities.

CoCos may be subject to an automatic write-down (i.e., the automatic write-down of the principal amount or value of the securities, potentially to zero, and the cancellation of the securities) under certain circumstances, which could result in a Fund losing a portion or all of its investment in such securities. In addition, a Fund may not have any rights with respect to repayment of the principal amount of the securities that has not become due or the payment of interest or dividends on such securities for any period from (and including) the interest or dividend payment date falling immediately prior to the occurrence of such automatic write-down. An automatic write-down could also result in a reduced income rate if the dividend or interest payment is based on the security’s par value. Coupon payments on CoCos may be discretionary and may be cancelled by the issuer for any reason or may be subject to approval by the issuer’s regulator and may be suspended in the event there are insufficient distributable reserves.

In certain scenarios, investors in CoCos may suffer a loss of capital ahead of equity holders or when equity holders do not. The prices of CoCos may be volatile. There is no guarantee that a Fund will receive a return of principal on CoCos. Any indication that an automatic write-down or conversion event may occur can be expected to have a material adverse effect on the market price of CoCos.

Mortgage-backed and asset-backed securities

Mortgage-Backed and Asset-Backed Securities Generally. Some of the Funds may invest in mortgage-backed and asset-backed securities, which represent direct or indirect participation in, or are collateralized by and payable from, mortgage loans secured by real property or instruments derived from such loans. Mortgage-backed securities include various types of mortgage-related securities such as government stripped mortgage-related securities, adjustable-rate mortgage-related securities and collateralized mortgage obligations. Some of the Funds may also invest in asset-backed securities, which represent participation in, or are secured by and payable from, assets such as motor vehicle installment sales contracts, installment loan contracts, leases of various types of real and personal property, receivables from revolving credit (i.e., credit card) agreements and other categories of receivables. These assets are typically pooled and securitized by governmental, government-related or private organizations through the use of trusts and special purpose entities established specifically to hold assets and to issue debt obligations backed by those assets. Asset-backed or mortgage-backed securities are normally created or “sponsored” by banks or other financial institutions or by certain government-sponsored enterprises such as FNMA or FHLMC.

Payments or distributions of principal and interest may be guaranteed up to certain amounts and for certain time periods by letters of credit or pool insurance policies issued by a financial institution unaffiliated with the trust or corporation. Other credit enhancements also may exist.

With respect to the Core Impact Bond Fund, Social Choice Equity Fund, Social Choice International Equity Fund and Social Choice Low Carbon Equity Fund, Advisors does not take into consideration whether the sponsor of an asset-backed security in which a Fund invests meets the Fund’s screening criteria. That is because asset-backed securities represent interests in pools of loans, and not of the ongoing business enterprise of the sponsor. It is therefore possible that the Fund could invest in an asset-backed or mortgage-backed security sponsored by a bank or other financial institution in which the Fund could not invest directly.

Mortgage Pass-Through Securities. Some of the Funds may invest in mortgage pass-through securities. Mortgage-related securities represent pools of mortgage loans assembled for sale to investors by various governmental agencies, such as GNMA, by government-related organizations, such as FNMA and FHLMC, as well as by private issuers, such as commercial banks, savings and loan institutions, mortgage bankers and private mortgage insurance companies.

20 Statement of Additional Information ■ TIAA-CREF Funds

Interests in pools of mortgage-related securities differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. Instead, these securities provide a monthly payment which consists of both interest and principal payments. In effect, these payments are a “pass-through” of the monthly payments made by the individual borrowers on their residential or commercial mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by repayments of principal resulting from the sale of the underlying property, refinancing or foreclosure, net of fees or costs which may be incurred. Some mortgage-related securities are described as “modified pass-through.” These securities entitle the holder to receive all interest and principal payments owed on the mortgage pool, net of certain fees, at the scheduled payment dates regardless of whether or not the mortgagor actually makes the payment.

Commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create pass-through pools of conventional residential mortgage loans. Such issuers may, in addition, be the originators and/or servicers of the underlying mortgage loans as well as the guarantors of the mortgage-related securities. Pools created by such non-governmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments in the former pools. However, timely payment of interest and principal of these pools may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit. The insurance and guarantees are issued by governmental entities, private insurers and the mortgage poolers. Such insurance and guarantees, and the creditworthiness of the issuers thereof, will be considered in determining whether a mortgage-related security meets a Fund’s investment quality standards. There can be no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements. A Fund may buy mortgage-related securities without insurance or guarantees if, through an examination of the loan experience and practices of the originator/servicers and poolers, Advisors determines that the securities meet the Fund’s quality standards. Although the market for such securities is becoming increasingly liquid, securities issued by certain private organizations may not be readily marketable, especially in the current financial environment. In addition, recent developments in the fixed-income and credit markets may have an adverse impact on the liquidity of mortgage-related securities.

Under the direction of FHFA, GNMA and FHLMC have entered into a joint initiative to develop a common securitization platform for the issuance of a uniform Mortgage-Backed Security (the “Single Security Initiative”), which would generally align the characteristics of FNMA and FHLMC certificates. The Single Security Initiative launched in June 2019, and is intended to maximize liquidity for both FNMA and FHLMC mortgage-backed securities in the TBA market. While the initial effects of the issuance of a uniform Mortgage-Backed Security on the market for mortgage-related securities have been relatively minimal, the long-term effects that the Single Security Initiative may have on the market for mortgage-backed securities are uncertain.

Collateralized Mortgage Obligations (“CMOs”). CMOs are structured into multiple classes, each bearing a different stated maturity. Similar to a bond, interest and prepaid principal are paid, in most cases, on a monthly basis. Actual maturity and average life will depend upon the prepayment experience of the collateral. CMOs provide for a modified form of call protection through a de facto breakdown of the underlying pool of mortgages according to how quickly the loans are repaid. Monthly payment of principal received from the pool of underlying mortgages, including prepayments, is first returned to investors holding the shortest maturity class. Investors holding the longer maturity classes receive principal only after the first class has been retired. An investor is partially guarded against a sooner than desired return of principal because of the sequential payments.

In a typical CMO transaction, a corporation (“issuer”) issues multiple series (e.g., A, B, C, Z) of CMO bonds (“Bonds”). Proceeds of the Bond offering are used to purchase mortgages or mortgage pass-through certificates (“Collateral”). The Collateral is pledged to a third-party trustee as security for the Bonds.

Principal and interest payments from the Collateral are used to pay principal on the Bonds in the order A, B, C, Z. The Series A, B, and C Bonds all bear current interest. Interest on the Series Z Bond is accrued and added to principal and a like amount is paid as principal on the Series A, B, or C Bond currently being paid off. When the Series A, B, and C Bonds are paid in full, interest and principal on the Series Z Bond begin to be paid currently. With some CMOs, the issuer serves as a conduit to allow loan originators (primarily builders or savings and loan associations) to borrow against their loan portfolios.

The average maturity of pass-through pools of mortgage-related securities in which some of the Funds may invest varies with the maturities of the underlying mortgage instruments. In addition, a pool’s stated maturity may be shortened by unscheduled payments on the underlying mortgages. Factors affecting mortgage prepayments include the level of interest rates, general economic and social conditions, developments in the commercial or residential real estate markets, location of the mortgaged property and age of the mortgage. For example, in periods of falling interest rates, the rate of prepayment tends to increase, thereby shortening the actual average life of the mortgage-related security. Conversely, when interest rates are rising, the rate of prepayment tends to decrease, thereby lengthening the actual average life of the mortgage-related security. Accordingly, it is not possible to accurately predict the average life of a particular pool. Reinvestment of prepayments may occur at higher or lower rates than originally expected. Therefore, the actual maturity and realized yield on pass-through or modified pass-through mortgage-related securities will vary based upon the prepayment experience of the underlying pool of mortgages. For purposes

TIAA-CREF Funds ■ Statement of Additional Information 21

of calculating the average life of the assets of the relevant Fund, the maturity of each of these securities will be the average life of such securities based on the most recent estimated annual prepayment rate.

Asset-Backed Securities Unrelated to Mortgage Loans. Some of the Funds may invest in asset-backed securities that are unrelated to mortgage loans. These include, but are not limited to, credit card securitizations, auto and equipment lease and loan securitizations and rate reduction bonds. In the case of credit card securitizations, it is typical to have a revolving master trust issue “soft bullet” maturities representing a fractional interest in trusts whose assets consist of revolving credit card receivables. Auto and equipment lease and loan securitizations reference specific static asset pools whereby monthly payments of principal and interest are passed through directly to certificate holders typically in order of seniority. The ultimate performance of these securities is a function of both the creditworthiness of the borrowers as well as recovery obtained on collateral foreclosed upon by the respective trust(s). Rate reduction bonds represent a secured interest in future rate recovery on stranded utility assets that may result from, for example, storm damages or environmental costs. Typically these costs are recouped over time from a broad rate payer base. The performance of these securities would depend primarily upon a continuance of sufficient rate base to repay the notes in the specified time frame and a stable regulatory environment.

Mortgage Dollar Rolls. Some of the Funds may enter into mortgage “dollar rolls” in which the Fund sells securities for delivery in the current month and simultaneously contracts with a counterparty to repurchase either similar or substantially identical securities on a specified future date. To be considered “substantially identical,” the securities returned to a Fund generally must: (1) be collateralized by the same types of underlying mortgages; (2) be issued by the same agency and be part of the same program; (3) have the same original stated maturity; (4) have identical net coupon rates; (5) have identical form and type so as to provide the same risks and rights; and (6) satisfy “good delivery” requirements, meaning that the aggregate principal amounts of the securities delivered and received back must be within 2.5% of the initial amount delivered. The Fund loses the right to receive principal and interest paid on the securities sold. However, the Fund would benefit to the extent of any price received for the securities sold and the lower forward price for the future purchase (often referred to as the “drop”) plus the interest earned on the short-term investment awaiting the settlement date of the forward purchase. Unless such benefits exceed the income and gain or loss due to mortgage repayments that would have been realized on the securities sold as part of the mortgage dollar roll, the use of this technique will diminish the investment performance of the Fund compared with what such performance would have been without the use of mortgage dollar rolls. A Fund must comply with the SEC rule related to the use of derivatives and certain other transactions when engaging in the transactions discussed above. See “Derivatives and Other Similar Instruments” below. The benefits derived from the use of mortgage dollar rolls may depend upon Advisors’ ability to correctly predict mortgage prepayments and interest rates. There is no assurance that mortgage dollar rolls can be successfully employed. In connection with mortgage dollar roll transactions, a Fund could receive securities with investment characteristics that are different than those originally sold by the Fund, which may adversely affect the sensitivity of the Fund to changes in interest rates.

Other investment policies

Securities Lending. Subject to the Funds’ fundamental investment policies relating to loans of portfolio securities set forth above, each Fund may lend its securities. The Funds may lend their securities to brokers and dealers that are not affiliated with TIAA, are registered with the SEC and are members of FINRA, and also to certain other financial institutions. All loans will be fully collateralized. Any borrower of a Fund’s portfolio securities must maintain acceptable collateral, marked to market daily, with the Fund’s custodian (or a sub-custodian or a special “tri-party” custodian). In connection with the lending of its securities, a Fund will receive as collateral cash, securities issued or guaranteed by the U.S. Government (e.g., Treasury securities), or other collateral permitted by applicable law, which at all times while the loan is outstanding will be maintained in amounts equal to at least 102% of the current market value of the outstanding loaned securities for U.S. equities and fixed-income assets and 105% for non-U.S. equities, or such lesser percentage as may be permitted by the SEC (including a decline in the value of the collateral) (not to fall below 100% of the market value of the loaned securities not including a decline in the value of the collateral), as reviewed daily. Cash collateral received by a Fund will generally be invested in high-quality short-term instruments, or in one or more funds maintained by the securities lending agent for the purpose of investing cash collateral, including a fund that qualifies as a “government money market fund” under the SEC rules governing money market funds. Investment of cash collateral in a fund that qualifies as a “government money market fund” will not be subject to any applicable ESG criteria of a Fund. During the term of the loan, a Fund will continue to have investment risks with respect to the securities being loaned, as well as risk with respect to the investment of the cash collateral, and the Fund may lose money as a result of the investment of such collateral. In addition, a Fund could suffer a loss if the loan terminates and the Fund is forced to liquidate investments at a loss in order to return the cash collateral to the borrower.

By lending its securities, a Fund will receive amounts equal to the interest or dividends paid on the securities loaned and, in addition, will expect to receive a portion of the income generated by the short-term investment of cash received as collateral or, alternatively, where securities or letter of credit are used as collateral, a lending fee paid directly to the Fund by the borrower of the securities. Under certain circumstances, a portion of the lending fee may be paid or rebated to the borrower by the Fund. Such loans will be terminable by the Fund at any time and will not be made to affiliates of TIAA. A Fund may terminate a loan of

22 Statement of Additional Information ■ TIAA-CREF Funds

securities in order to regain record ownership of, and to exercise beneficial rights related to, the loaned securities, including, but not necessarily limited to, voting or subscription rights or certain tax benefits, and Advisors may, in the exercise of its fiduciary duties, terminate a loan in the event that a vote of holders of those securities is required on a material matter. A Fund may pay reasonable fees to persons unaffiliated with the Fund for services, for arranging such loans, or for acting as securities lending agent (each an “Agent”). Loans of securities will be made only to firms deemed creditworthy. In lending its securities, a Fund bears the market risk with respect to the investment of collateral and the risk the borrower or Agent may default on its contractual obligations to the Fund. Each Agent bears the risk that the borrower may default on its obligation to return the loaned securities as the Agent is contractually obligated to indemnify the Fund if at the time of a default by a borrower some or all of the loaned securities have not been returned. Substitute payments for dividends received by a Fund for securities loaned out by the Fund will not be considered as qualified dividend income or as eligible for the corporate dividend received deduction. Each Agent is authorized to engage a third-party bank as a special “tri-party” custodian for securities lending activities and enter into a separate custodian undertaking with each applicable borrower under the Funds’ securities lending program.

During the fiscal years ended October 31, 2023 and March 31, 2023, the Agent for each applicable Fund provided various services to the Fund, including locating borrowers, monitoring daily the value of the loaned securities and collateral, requiring additional collateral from borrowers as necessary, cash collateral management, qualified dividend management, negotiation of loan terms, selection of securities to be loaned, recordkeeping and account servicing, monitoring dividend activity and material proxy votes relating to loaned securities, and arranging for return of loaned securities to the Fund at loan termination.

For the fiscal year ended October 31, 2023 for the following Funds, the table below reflects the dollar amounts of income received and the compensation paid to an Agent, including any share of revenue generated by the securities lending program paid to an Agent (“revenue split”), related to the securities lending activities of each such Fund in existence during the period:


				Fees and/or compensation for securities lending activities and related services

	Fund		Gross income from securities lending activities		Fees paid to securities lending agent from a revenue split		Fees paid for any cash collateral management service that are not included in the revenue split	*	Administrative fees not included in revenue split		Indemnification fees not included in revenue split		Rebates (paid to borrowers)		Other fees not included in revenue split		Aggregate fees/ compensation for securities lending activities		Net income from securities lending activities
	Emerging Markets Equity Fund	$	152,911	$	5,345	$	770	$	—	$	—	$	85,324	$	—	$	91,439	$	61,472
	Emerging Markets Equity Index Fund		1,620,879		96,759		3,586		—		—		407,805		—		508,150		1,112,729
	Equity Index Fund		12,802,999		651,413		49,304		—		—		4,611,036		—		5,311,753		7,491,246
	Growth & Income Fund		13,810		230		100		—		—		10,831		—		11,161		2,649
	International Equity Fund		1,834,236		78,742		7,237		—		—		842,729		—		928,708		905,528
	International Equity Index Fund		7,253,456		257,951		32,506		—		—		3,996,562		—		4,287,019		2,966,437
	International Opportunities Fund		1,414,318		57,550		5,952		—		—		688,990		—		752,492		661,826
	Large-Cap Growth Fund		445,026		34,054		766		—		—		18,582		—		53,402		391,624
	Large-Cap Growth Index Fund		591,713		28,998		2,770		—		—		226,473		—		258,241		333,472
	Large-Cap Value Fund		573,258		34,546		1,457		—		—		139,981		—		175,984		397,274
	Large-Cap Value Index Fund		2,650,702		161,819		7,154		—		—		620,816		—		789,789		1,860,913
	Mid-Cap Growth Fund		883,862		22,096		5,181		—		—		602,485		—		629,762		254,100
	Mid-Cap Value Fund		695,498		15,366		3,744		—		—		499,685		—		518,795		176,703
	Quant International Small-Cap Equity Fund		1,241,869		42,239		6,256		—		—		707,625		—		756,120		485,749
	Quant Small-Cap Equity Fund		1,774,666		25,757		11,698		—		—		1,441,006		—		1,478,461		296,205
	Quant Small/Mid-Cap Equity Fund		313,505		4,411		2,190		—		—		256,179		—		262,780		50,725
	Small-Cap Blend Index Fund		9,202,882		425,998		39,617		—		—		3,838,294		—		4,303,909		4,898,973
	Social Choice Equity Fund		2,115,731		150,667		4,609		—		—		227,780		—		383,056		1,732,675
	Social Choice International Equity Fund		728,377		21,356		3,542		—		—		457,880		—		482,778		245,599
	Social Choice Low Carbon Equity Fund		153,772		10,503		306		—		—		22,184		—		32,993		120,779
	S&P 500 Index Fund		185,855		8,863		588		—		—		74,482		—		83,933		101,922
	Emerging Markets Debt Fund		588,109		6,228		3,955		—		—		506,300		—		516,483		71,626
	International Bond Fund		18,139		142		122		—		—		16,241		—		16,505		1,634


*	Including fees deducted from a pooled cash collateral reinvestment vehicle.

TIAA-CREF Funds ■ Statement of Additional Information 23

For the fiscal year ended March 31, 2023 for the following Funds, the table below reflects the dollar amounts of income received and the compensation paid to an Agent, including any share of revenue generated by the securities lending program paid to an Agent (“revenue split”), related to the securities lending activities of each such Fund in existence during the period:


				Fees and/or compensation for securities lending activities and related services

	Fund		Gross income from securities lending activities		Fees paid to securities lending agent from a revenue split		Fees paid for any cash collateral management service that are not included in the revenue split	*	Administrative fees not included in revenue split		Indemnification fees not included in revenue split		Rebates (paid to borrowers)		Other fees not included in revenue split		Aggregate fees/ compensation for securities lending activities		Net income from securities lending activities
	Bond Index Fund	$	4,952,040	$	88,752	$	52,558	$	—	$	—	$	3,790,084	$	—	$	3,931,394	$	1,020,646
	Core Bond Fund		3,358,402		85,819		44,304		—		—		2,241,361		—		2,371,484		986,918
	Core Impact Bond Fund		2,715,560		72,187		32,142		—		—		1,781,077		—		1,885,406		830,154
	Core Plus Bond Fund		1,634,121		36,984		18,942		—		—		1,152,882		—		1,208,808		425,313
	Green Bond Fund		72,263		1,497		678		—		—		52,870		—		55,045		17,218
	High-Yield Fund		2,554,658		55,762		25,426		—		—		1,832,202		—		1,913,390		641,268
	Inflation-Linked Bond Fund		286,641		7,495		2,301		—		—		190,651		—		200,447		86,194
	Short Duration Impact Bond Fund		85,888		1,898		837		—		—		61,325		—		64,060		21,828
	Short-Term Bond Fund		1,316,866		26,667		14,044		—		—		969,485		—		1,010,196		306,670
	Short-Term Bond Index Fund		756,303		11,130		8,709		—		—		608,472		—		628,311		127,992


*	Including fees deducted from a pooled cash collateral reinvestment vehicle.

Regulations adopted by federal banking regulators under the Dodd-Frank Wall Street Reform and Consumer Protection Act require that certain qualified financial contracts (“QFCs”) with counterparties that are part of U.S. or foreign global systemically important banking organizations be amended to include contractual restrictions on close-out and cross-default rights. QFCs include, but are not limited to, securities contracts, commodities contracts, forward contracts, repurchase agreements, securities lending agreements and swap agreements, as well as related master agreements, security agreements, credit enhancements, and reimbursement obligations. If a covered counterparty of a Fund or certain of the covered counterparty’s affiliates were to become subject to certain insolvency proceedings, the Fund may be temporarily unable to exercise certain default rights, and the QFC may be transferred to another entity. These requirements may impact a Fund’s credit and counterparty risks.

Repurchase Agreements. Repurchase agreements are one of several short-term vehicles the Funds can use to manage cash balances effectively. In a repurchase agreement, the Funds buy an underlying debt instrument on the condition that the seller agrees to buy it back at a fixed price and time (usually no more than a week and never more than a year). Repurchase agreements have the characteristics of loans, and will be fully collateralized (either with physical securities or evidence of book entry transfer to the account of the custodian bank) at all times. During the term of the repurchase agreement, the Fund entering into the agreement retains the security subject to the repurchase agreement as collateral securing the seller’s repurchase obligation, continually monitors the market value of the security subject to the agreement, and requires the Fund’s seller to deposit with the Fund additional collateral equal to any amount by which the market value of the security subject to the repurchase agreement falls below the resale amount provided under the repurchase agreement. Each Fund will enter into repurchase agreements only with member banks of the Fed, or with primary dealers in U.S. Government securities or their wholly owned subsidiaries whose creditworthiness has been reviewed and found satisfactory by Advisors and who have, therefore, been determined to present minimal credit risk.

Securities underlying repurchase agreements will be limited to certificates of deposit, commercial paper, bankers’ acceptances, or obligations issued or guaranteed by the U.S. Government or its agencies or instrumentalities, in which the Fund entering into the agreement may otherwise invest.

If a seller of a repurchase agreement defaults and does not repurchase the security subject to the agreement, the Fund entering into the agreement would look to the collateral underlying the seller’s repurchase agreement, including the securities subject to the repurchase agreement, for satisfaction of the seller’s obligation to the Fund. In such event, the Fund might incur disposition costs in liquidating the collateral and might suffer a loss if the value of the collateral declines. In addition, if bankruptcy proceedings are instituted against a seller of a repurchase agreement, realization upon the collateral may be delayed or limited.

Swap Transactions. Each Fund (other than the Money Market Fund) may, to the extent permitted by the applicable state and federal regulatory authorities, enter into privately negotiated “swap” transactions with other financial institutions in order to take advantage of investment opportunities generally not available in public markets (generally known as an over-the-counter, “OTC” or “uncleared” swap). In general, these transactions involve “swapping” a return based on certain securities, instruments, or financial indices with another party, such as a commercial bank, in exchange for a return based on different securities, instruments, or financial indices.

24 Statement of Additional Information ■ TIAA-CREF Funds

By entering into a swap transaction, a Fund may be able to protect the value of a portion of its portfolio against declines in market value. Each Fund may also enter into swap transactions to facilitate implementation of allocation strategies between different market segments or countries or to take advantage of market opportunities that may arise from time to time. A Fund may be able to enhance its overall performance if the return offered by the other party to the swap transaction exceeds the return swapped by the Fund. However, there can be no assurance that the return a Fund receives from the counterparty to the swap transaction will exceed the return it swaps to that party.

While the Funds will only enter into swap transactions with counterparties considered creditworthy (and will monitor the creditworthiness of parties with which they enter into swap transactions), a risk inherent in swap transactions is that the other party to the transaction may default on its obligations under the swap agreement. In times of general market turmoil, the creditworthiness of even large, well-established counterparties may decline rapidly. If the other party to a swap transaction defaults on its obligations, the Fund entering into the agreement would be limited to the agreement’s contractual remedies. There can be no assurance that a Fund will succeed when pursuing its contractual remedies. To minimize a Fund’s exposure in the event of default, it will usually enter into swap transactions on a net basis (i.e., the parties to the transaction will net the payments payable to each other before such payments are made). When a Fund enters into swap transactions on a net basis, the net amount of the excess, if any, of the Fund’s obligations over its entitlements with respect to each such swap agreement will be accrued on a daily basis. A Fund must comply with the SEC rule related to the use of derivatives and certain other transactions when engaging in the transactions discussed above. See “Derivatives and Other Similar Instruments” below.

Additionally, certain standardized swaps that were historically traded OTC must now be transacted through a futures commission merchant and cleared through a clearinghouse that serves as a central counterparty (generally known as a “cleared” swap). Exchange trading and central clearing are intended to reduce counterparty credit risk and increase liquidity, but it does not make cleared swap transactions risk-free. Depending on the size of a Fund and other factors, the margin required under the rules of a clearinghouse and by a clearing member may be in excess of the collateral required to be posted by the Fund to support its obligations under a similar uncleared swap. However, the CFTC and other applicable regulators have adopted rules imposing certain margin requirements, including minimums, on uncleared swaps which may result in a Fund and its counterparties posting higher amounts for uncleared swaps.

In addition to other swap transactions, certain Funds may purchase and sell Contracts for Difference (“CFDs”). A CFD is a form of equity swap in which its value is based on the fluctuating value of some underlying asset (e.g., shares of a particular stock or a stock index). A CFD is a contract between two parties, buyer and seller, stipulating that the seller will pay to the buyer the difference between the nominal value of the underlying stock at the opening of the contract and the stock’s value at the close of the contract. The size of the contract and the contract’s expiration date are typically negotiated by the parties to the CFD transaction. CFDs enable a Fund to take short or long positions on an underlying stock and thus potentially capture gains on movements in the share prices of the stock without the need to own the underlying stock.

By entering into a CFD transaction, a Fund could incur losses because it would face many of the same types of risks as owning the underlying equity security directly. For example, a Fund might buy a short position in a CFD and the contract value at the close of the transaction may be greater than the contract value at the opening of the transaction. This may be due to, among other factors, an increase in the market value of the underlying equity security. In such a situation, the Fund would have to pay the difference in value of the contract to the seller of the CFD. As with other types of swap transactions, CFDs also carry counterparty risk, i.e., the risk that the counterparty to the CFD transaction may be unable or unwilling to make payments or to otherwise honor its financial obligations under the terms of the contract. If the counterparty were to do so, the value of the contract, and of the Fund’s shares, may be reduced.

Entry into a swap or CFD transaction may, in certain circumstances, require the payment of initial margin and adverse market movements against the underlying stock may require the buyer to make additional margin payments and make settlement payments. A Fund may have to sell securities or instruments at a time when it may be disadvantageous to do so to meet such payment requirements.

Certain Funds may also invest in credit default swaps (“CDS”). CDS are contracts in which the buyer makes a payment or series of payments to the seller in exchange for a payment if the reference security or asset (e.g., a bond or an index) undergoes a “credit event” (e.g., a default). CDS share many risks common to other types of swaps and derivatives, including credit risk, counterparty risk and market risk. Certain Funds may also invest in credit default swap indices (“CDX”). A CDX is a portfolio of credit default swaps with similar characteristics, such as credit default swaps on high-yield bonds. Certain CDX indices are subject to mandatory central clearing and exchange trading, which may reduce counterparty credit risk and increase liquidity compared to other CDS or CDX transactions. In addition, there may be disputes between the buyer and seller of a CDS agreement or within the swaps market as a whole as to whether a credit event has occurred or what the payment should be. Such disputes could result in litigation or other delays, and the outcome could be adverse for the buyer or seller.

Swap agreements may be illiquid and, in such circumstances, could be subject to the limitations on illiquid investments. See “Illiquid Investments” above.

To the extent that there is an imperfect correlation between the return on a Fund’s obligation to its counterparty under the swap and the return on related assets in its portfolio, the swap transaction may increase the Fund’s financial risk. No Fund will

TIAA-CREF Funds ■ Statement of Additional Information 25

enter into a swap transaction that is inconsistent with its investment objective, policies and strategies. The Funds (other than the Money Market Fund) may engage in swap transactions to hedge or manage the risks associated with assets held in, or to facilitate the implementation of portfolio strategies of purchasing and selling assets for, the Fund, to manage their cash flow more efficiently and to seek to increase total return.

Derivatives and Other Similar Instruments. Under Rule 18f-4, which regulates a registered investment company’s use of derivatives and certain other investments, a registered investment company’s derivatives exposure is limited through a value-at-risk test and the rule requires the adoption and implementation of a derivatives risk management program for certain derivatives users. However, subject to certain conditions, limited derivatives users (as defined in Rule 18f-4) are not subject to the full requirements of Rule 18f-4. In connection with adopting Rule 18f-4, the SEC eliminated the asset segregation framework arising from prior SEC guidance for covering derivatives and certain financial instruments. In addition, under Rule 18f-4, a Fund is permitted to invest in when-issued securities, and the transaction will be deemed not to involve a senior security, provided that (i) the Fund intends to physically settle the transaction and (ii) the transaction will settle within 35 days of its trade date (the “Delayed-Settlement Securities Provision”). A Fund may otherwise engage in such transactions that do not meet the conditions of the Delayed-Settlement Securities Provision so long as the Fund treats any such transaction as a “derivatives transaction” for purposes of compliance with the rule. Rule 18f4 could limit a Fund’s ability to engage in certain derivatives transactions and/or increase the costs of such derivatives transactions, which could adversely affect the value or performance of the Fund.

The Funds (other than the Money Market Fund) may also use futures contracts, options on futures contracts and swaps as hedging techniques to manage their cash flow more effectively and to seek to increase total return. These instruments will, however, only be used in accordance with certain CFTC exemptive provisions that permit Advisors to claim an exclusion from the definition of a “commodity pool operator” under the Commodity Exchange Act with regard to the Funds. Advisors has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act and the regulations thereunder and, therefore, is not currently subject to registration or regulation as a commodity pool operator with regard to the Funds. If the exclusion becomes unavailable, a Fund may incur additional expenses.

Investment Companies. Subject to certain exceptions and limitations, each Fund may invest up to 5% of its assets in any single investment company and up to 10% of its assets in all other investment companies in the aggregate. However, no Fund can hold more than 3% of the total outstanding voting stock of any single investment company. These restrictions would not apply to any Fund that the Trust introduces in the future that invests substantially all of its assets in the securities of other funds of the Trust. When a Fund invests in another investment company, it bears a proportionate share of expenses charged by the investment company in which it invests. Registered investment companies may invest in an underlying fund in excess of these percentage limits imposed by the 1940 Act in reliance on certain exemptions, such as Rule 12d1-4 under the 1940 Act. When a Fund serves as an underlying fund in reliance on Rule 12d1-4, or in reliance on Section 12(d)(1)(G) of the 1940 Act while relying on Rule 12d1-4 to invest in other investment companies, such Fund’s ability to invest in other investment companies and private funds will generally be limited to 10% of the Fund’s assets.

Note that any Fund that serves as an underlying fund investment for an affiliated fund of funds pursuant to Section 12(d)(1)(G) of the 1940 Act has a policy not to, in turn, rely on Sections 12(d)(1)(F) or (G) to invest in other affiliated or unaffiliated funds beyond the limits of Sections 12(d)(1)(A) or (B).

Exchange-Traded Funds. Additionally, certain Funds may invest in other investment companies, which may include exchange-traded funds (“ETFs”), for cash management, investment exposure or defensive purposes. ETFs generally seek to track the performance of an equity, fixed-income or balanced index by holding in its portfolio either the contents of the index or a representative sample of the securities in the index. Some ETFs, however, select securities consistent with the ETF’s investment objectives and policies without reference to the composition of an index. Typically, a Fund would purchase ETF shares to obtain exposure to all or a portion of the stock or bond market. An investment in an ETF generally presents the same primary risks as an investment in a conventional stock, bond or balanced mutual fund (i.e., one that is not exchange-traded) that has the same investment objective, strategies, and policies. The price of an ETF can fluctuate within a wide range, and a Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs are subject to the following risks that do not apply to conventional mutual funds: (1) the market price of the ETF’s shares may trade at a discount or premium to their NAV; (2) an active trading market for an ETF’s shares may not develop or be maintained; or (3) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally. Most ETFs are investment companies. As with other investment companies, when a Fund invests in an ETF, it will bear certain investor expenses charged by the ETF. Generally, a Fund will treat an investment in an ETF as an investment in the type of security or index to which the ETF is attempting to provide investment exposure. For example, an investment in an ETF that attempts to provide the return of the equity securities represented in the Russell 3000^® Index will be considered as an equity investment by the Fund. ETFs used for cash management purposes will not be subject to the Social Choice Equity Fund’s, Social Choice International Equity Fund’s and Social Choice Low Carbon Equity Fund’s ESG criteria, but may be subject to other ESG criteria.

26 Statement of Additional Information ■ TIAA-CREF Funds

Exchange-Traded Notes (“ETNs”) and Equity-Linked Notes (“ELNs”). A Fund may purchase shares of ETNs or ELNs. ETNs and ELNs are fixed-income securities with principal and/or interest payments (or other payments) linked to the performance of referenced currencies, interest rates, commodities, indices or other financial indicators (each, a “Reference”), or linked to the performance of a specified investment strategy (such as an options or currency trading program). ETNs are traded on an exchange, while ELNs are not. Often, ETNs and ELNs are structured as uncollateralized medium-term notes. Typically, a Fund would purchase ETNs or ELNs to obtain exposure to all or a portion of the financial markets or specific investment strategies. Because ETNs and ELNs are structured as fixed-income securities, they are generally subject to the risks of fixed-income securities, including (among other risks) the risk of default by the issuer of the ETN or ELN. The price of an ETN or ELN can fluctuate within a wide range, and a Fund could lose money investing in an ETN or ELN if the value of the Reference or the performance of the specified investment strategy goes down. In addition, ETNs and ELNs are subject to the following risks that do not apply to most fixed-income securities: (1) the market price of the ETNs or ELNs may trade at a discount to the market price of the Reference or the performance of the specified investment strategy; (2) an active trading market for ETNs or ELNs may not develop or be maintained; or (3) trading of ETNs may be halted if the listing exchange’s officials deem such action appropriate, the ETNs are de-listed from the exchange or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally.

When a Fund invests in an ETN or ELN, it will bear certain investor expenses charged by these products. While ETNs and ELNs are structured as fixed-income obligations, rather than as investment companies, they generally provide exposure to a specified market sector or index like ETFs, but are also subject to the general risks of fixed-income securities, including risk of default by their issuers.

Generally, a Fund will treat an investment in an ETN or ELN as an investment in the type of security or index to which the ETN or ELN is attempting to provide investment exposure. For example, an investment in an ELN that attempts to provide the return of the equity securities represented in the Russell 3000 Index will be considered as an equity investment by a Fund, and not a fixed-income investment.

Borrowing. Each Fund may generate cash by borrowing money from banks (no more than 33¹/₃% of the market value of its assets at the time of borrowing), rather than through the sale of portfolio securities, when such borrowing appears more attractive for the Fund. Each Fund may also borrow money from other sources temporarily (no more than 5% of the total market value of its assets at the time of borrowing), when, for example, the Fund needs to meet liquidity requirements caused by greater than anticipated redemptions. See “Fundamental policies” above.

Currency transactions

The value of a Fund’s assets (other than the Money Market Fund) as measured in U.S. dollars may be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations, and the Fund may incur costs in connection with conversions between various currencies. To manage the impact of such factors on NAVs, the Funds (other than the Money Market Fund) may engage in foreign currency transactions in connection with their investments in foreign securities.

The Funds will conduct their currency exchange transactions either on a spot (i.e., cash) basis at the rate prevailing in the currency exchange market, or through forward contracts to purchase or sell foreign currencies. A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are entered into with large commercial banks or other currency traders that are participants in the interbank market.

By entering into a forward contract for the purchase or sale of foreign currency involved in an underlying security transaction, a Fund is able to protect itself against possible loss between trade and settlement dates for that purchase or sale resulting from an adverse change in the relationship between the U.S. dollar and such foreign currency. This practice is sometimes referred to as “transaction hedging.” In addition, when it appears that a particular foreign currency may suffer a substantial decline against the U.S. dollar, a Fund may enter into a forward contract to sell an amount of foreign currency approximating the value of some or all of its portfolio securities denominated in such foreign currency. This practice is sometimes referred to as “portfolio hedging.” Similarly, when it appears that the U.S. dollar may suffer a substantial decline against a foreign currency, a Fund may enter into a forward contract to buy that foreign currency for a fixed dollar amount. Although such transactions tend to minimize the risk of loss due to a decline in the value of the hedged currency, they also may limit any potential gain that might result should the value of such currency increase.

The Funds (other than the Money Market Fund) may also hedge their foreign currency exchange rate risk by engaging in currency financial futures, options and “cross-hedge” transactions. In “cross-hedge” transactions, a Fund holding securities denominated in one foreign currency will enter into a forward currency contract to buy or sell a different foreign currency (one that generally tracks the currency being hedged with regard to price movements). Such cross-hedges are expected to help protect a Fund against an increase or decrease in the value of the U.S. dollar against certain foreign currencies.

The Funds (other than the Money Market Fund) may hold a portion of their respective assets in bank deposits denominated in foreign currencies, so as to facilitate investment in foreign securities as well as protect against currency fluctuations and the need to convert such assets into U.S. dollars (thereby also reducing transaction costs). Currency rates in foreign countries may

TIAA-CREF Funds ■ Statement of Additional Information 27

fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks or supra-national entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. To the extent these monies are converted back into U.S. dollars, the value of the assets so maintained will be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations.

The forecasting of short-term currency market movement is extremely difficult and whether a short-term hedging strategy will be successful is highly uncertain. Moreover, it is impossible to correctly forecast with absolute precision the market value of portfolio securities at the expiration of a foreign currency forward contract. Accordingly, a Fund may be required to buy or sell additional currency on the spot market (and bear the expense of such transaction) if Advisors’ predictions regarding the movement of foreign currency or securities markets prove inaccurate. In addition, the use of cross-hedging transactions may involve special risks, and may leave a Fund in a less advantageous position than if such a hedge had not been established. Because foreign currency forward contracts are privately negotiated transactions, there can be no assurance that a Fund will have flexibility to rollover the foreign currency forward contract upon its expiration if it desires to do so. Additionally, there can be no assurance that the other party to the contract will perform its obligations thereunder. Entry into a foreign currency transaction may, in certain circumstances, require the payment of initial margin, and adverse market movements against the underlying currency may require a Fund to make additional margin payments and make settlement payments. A Fund may have to sell securities or other instruments at a time when it may be disadvantageous to do so to meet such payment requirements.

Foreign currency transactions may also be used for non-hedging purposes and involve complex transactions with risks in addition to direct investments in securities or currencies, including leverage risk and the risks associated with derivatives in general, currencies and investments in foreign and emerging markets. Certain Funds may use foreign currency derivatives to gain or adjust exposure to currencies and securities markets or attempt to increase income or gain to a Fund. There is no guarantee that these strategies will succeed and their use may subject a Fund to greater volatility and loss. Foreign currency derivatives may sometimes increase or leverage a Fund’s exposure to a particular market risk. Successful use of foreign currency transactions by a Fund depends upon the ability of Advisors to predict correctly movements in the direction of interest and currency rates and other factors affecting markets for securities or currencies. If the expectations of Advisors are not met, a Fund may be in a worse position than if a foreign currency transaction had not been pursued.

Real estate securities

As described more fully in its Prospectus, the Real Estate Securities Fund will invest primarily in the equity and fixed-income securities of companies that are principally engaged in or related to the real estate industry, including those that own significant real estate assets, such as real estate investment trusts (“REITs”). Certain other Funds may also invest in REITs and other real-estate-related securities. An issuer is principally “engaged in” or principally “related to” the real estate industry if at least 50% of its total assets, gross income, or net profits are attributable to ownership, construction, management or sale of residential, commercial or industrial real estate, or to products or services related to the real estate industry. Issuers engaged in the real estate industry include equity REITs (which directly own real estate), mortgage REITs (which make short-term construction or real estate development loans or invest in long-term mortgages or mortgage pools), real estate brokers and developers, homebuilders, companies that manage real estate and companies that own substantial amounts of real estate. Businesses related to the real estate industry include manufacturers and distributors of building supplies and financial institutions that make or service mortgage loans.

The Real Estate Securities Fund generally invests in common stocks, but may also, without limitation, invest in preferred stock, convertible securities, rights and warrants, and debt securities of issuers that are principally engaged in or related to the real estate industry, as well as publicly traded limited partnerships that are principally engaged in or related to the real estate industry. In addition to these securities, the Real Estate Securities Fund may invest up to 20% of its total assets in equity and debt securities of issuers that are not principally engaged in or related to the real estate industry, including debt securities and convertible preferred stock and convertible debt securities rated less than Baa by Moody’s or BBB by S&P. If held by the Real Estate Securities Fund in significant amounts, such lower-rated debt securities would increase financial risk and income volatility. The Real Estate Securities Fund may make investments or engage in investment practices that involve special risks, which include convertible securities, “when-issued” securities, securities issued on a delayed-delivery basis, options on securities and securities indices, financial futures contracts and options thereon, restricted securities, illiquid investments, repurchase agreements, structured or indexed securities and lending portfolio securities.

Investments in the securities of companies that own, construct, manage or sell residential, commercial or industrial real estate will be subject to all of the risks associated with the ownership of real estate. These risks include, among others: declines in the value of real estate, negative changes in the climate for real estate, risks related to local, regional, national and global economic conditions, the availability of and economic cost associated with financing properties, overbuilding and increased competition, decreases in property revenues, changes in prevailing interest rates and lending standards, property taxes and operating expenses, overconcentration of properties by geography, sector or tenant mix, changes in zoning laws, casualty or condemnation losses, limitations on rents, tenant defaults, population shifts and other demographic changes,

28 Statement of Additional Information ■ TIAA-CREF Funds

increase in vacancies (potentially for extended periods), reduced demand for real estate space as well as maintenance, tenant improvement costs and costs to convert properties for other uses, changing preferences (such as for remote work arrangements), changes in neighborhood values or the appeal of properties to tenants, fluctuation in property values due to geographically specific health issues, leveraging of interests in real estate, uninsured losses at properties due to terrorism, natural disasters or acts of violence, and costs resulting from the cleanup of environmental problems. The occurrence of any of the foregoing developments would likely increase default risk for the properties and loans underlying these investments as well as impact the value of, and income generated by, these investments. These developments could also result in reduced liquidity for such real-estate-related investments.

REIT-Related Risks. REITs will generally not be liable for federal corporate income taxes as long as they continue to distribute no less than 100% of their taxable income, and meet certain Code requirements. To maintain REIT status, a REIT must distribute at least 90% of its taxable income each year and satisfy certain asset diversification and income tests.

In addition to the risks discussed above, equity REITs may be affected by changes in the value of the underlying property of the trusts, while mortgage REITs may be affected by changes in the quality of any credit extended. Moreover, changes in consumer behavior that affect the use of commercial spaces could negatively impact the value of properties underlying certain REITs. Both equity and mortgage REITs are dependent upon management skill and may not be diversified themselves. REITs are also subject to heavy cash flow dependency, defaults by borrowers, self-liquidation, and the possibility of failing to qualify for the special tax treatment discussed above, or failing to meet other applicable regulatory requirements. The value of a REIT may be affected by changes in interest rates. In general, during periods of high interest rates, REITs may lose some of their appeal for investors who may be able to obtain higher yields from other income-producing investments, such as long-term bonds. Rising interest rates generally increase the cost of financing for real estate projects, which could cause the value of an equity REIT to decline. For example, the value of these securities may decline when interest rates rise and will also be affected by the real estate market and by the management or development of the underlying properties, which may also be subject to mortgage loans and the underlying mortgage loans may be subject to the risks of default. During periods of declining interest rates, mortgagors may elect to prepay mortgages held by mortgage REITs, which could lower or diminish the yield on the REIT. Finally, certain REITs may be self-liquidating in that a specific term of existence is provided for in their trust document. In acquiring the securities of REITs, a Fund runs the risk that it will sell them at an inopportune time.

Foreign investments

As described more fully in the Prospectuses, certain of the Funds (but especially the Emerging Markets Debt Fund, Emerging Markets Equity Fund, Emerging Markets Equity Index Fund, International Bond Fund, International Equity Fund, International Equity Index Fund, International Opportunities Fund, Quant International Small-Cap Equity Fund and Social Choice International Equity Fund) may invest in foreign securities, including those in emerging markets. The Money Market Fund may only invest in foreign securities that are U.S. dollar denominated. In addition to the general risk factors discussed in the Prospectuses and below, there are a number of country- or region-specific risks and other considerations that may adversely affect these investments. Many of the risks are more pronounced for investments in emerging market countries, as described below.

General. Since foreign companies may not be subject to accounting, auditing or financial reporting practices, disclosure and other requirements comparable to those applicable to U.S. companies, there may be less publicly available information about a foreign company than about a U.S. company, and it may be difficult to interpret the information that is available. There may be difficulties in obtaining or enforcing judgments against foreign issuers and it also is often more difficult to keep currently informed of corporate actions which affect the prices of portfolio securities. In certain countries, there is less government supervision and regulation of stock exchanges, brokers and listed companies than in the United States. Volume and liquidity in most foreign markets are less than in the United States, and securities of many foreign companies have lower overall liquidity and are more volatile than securities of comparable U.S. companies. Notwithstanding the fact that each Fund generally intends to acquire the securities of foreign issuers only where there are public trading markets, investments by a Fund in the securities of foreign issuers may tend to increase the risks with respect to the liquidity of the Fund’s portfolio and the Fund’s ability to meet a large number of shareholder redemption requests should there be economic or political turmoil in a country in which the Fund has a substantial portion of its assets invested or should relations between the United States and foreign countries deteriorate markedly. Securities may trade at price/earnings multiples higher than comparable U.S. securities and such levels may not be sustainable. Fixed commissions on some foreign securities exchanges are higher than negotiated commissions on U.S. exchanges, although the Funds endeavor to achieve the most favorable net results on their portfolio transactions.

Foreign markets have different clearance and settlement procedures, and in certain markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct these transactions. Settlement practices for transactions in foreign markets may differ from those in the U.S. markets. Such differences include delays beyond periods customary in the United States and practices, such as delivery of securities prior to receipt of payment, which increase the likelihood of “failed settlement.” The inability of a Fund to make intended security purchases due to settlement problems could cause the Fund to miss attractive investment opportunities. Losses to the Fund due to subsequent declines in the value of portfolio securities, or liabilities arising out of the Fund’s inability to fulfill a contract

TIAA-CREF Funds ■ Statement of Additional Information 29

to sell these securities, could result from failed settlements. In addition, evidence of securities ownership may be uncertain in many foreign countries. As a result, there is a risk that a Fund’s trade details could be incorrectly or fraudulently entered at the time of the transaction, resulting in a loss to the Fund.

With respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, political or social instability, or diplomatic developments that could affect the Fund’s investments in those countries. The economies of some countries differ unfavorably from the U.S. economy in such respects as growth of national product, rate of inflation, capital reinvestment, resource self-sufficiency, and balance of payments position. In addition, the internal politics of some foreign countries are not as stable as in the United States. Governments in certain foreign countries continue to participate to a significant degree, through ownership interest or regulation, in their respective economies. Action by these governments could have a significant effect on market prices of securities and payment of dividends. The economies of many foreign countries are heavily dependent upon international trade and are accordingly affected by protective trade barriers and economic conditions of their trading partners. The enactment by these trading partners of protectionist trade legislation could have a significant adverse effect upon the securities markets of such countries.

Terrorism and related geopolitical risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally.

Investment and Repatriation Restrictions. Foreign investment in the securities markets of certain foreign countries is restricted or controlled to varying degrees. These restrictions limit and, at times, preclude investment in certain of such countries (especially emerging market countries) and increase the cost and expenses of Funds investing in them. These restrictions may take the form of prior governmental approval, limits on the amount or type of securities held by foreigners, and limits on the types of companies in which foreigners may invest. Additional or different restrictions may be imposed at any time by these or other countries in which the Funds invest. In addition, the repatriation (i.e., remitting back to the United States) of both investment income and capital from several foreign countries is restricted and controlled under certain regulations, including in some cases the need for certain government consents. The Funds could be adversely affected by delays in or a refusal to grant any required governmental registration or approval for repatriation.

Taxes. The dividends and interest payable on certain of the Funds’ foreign portfolio securities may be subject to foreign withholding and, in some cases, other taxes, thus reducing the net amount of income available for distribution to the Funds’ shareholders.

Emerging Market Securities. An “emerging market security” is a security that is principally traded on a securities exchange of an emerging market or that is issued by an issuer that is located or has primary operations in an emerging market. Note that the Emerging Markets Equity Fund, Emerging Markets Equity Index Fund and Emerging Markets Debt Fund primarily invest in emerging market securities, but other Funds may invest in emerging market securities as well.

Emerging Markets. Investments in companies domiciled in emerging market countries may be subject to potentially higher risks than investments in companies in developed countries. The term “emerging market” describes any country or market that is generally considered to be emerging or developing by major organizations in the international financial community, such as the International Finance Corporation, or by financial industry analysts like MSCI, Inc., which compiles the MSCI Emerging Markets Index, and J.P. Morgan Chase & Co., which compiles several fixed-income emerging markets benchmarks; or other countries or markets with similar emerging characteristics. Emerging markets can include every nation in the world except the United States, Canada, Japan, Australia, New Zealand and most nations located in Western Europe. Notwithstanding the foregoing, the fixed-income portfolio management team generally views Israel as an emerging market.

Risks of investing in emerging markets and emerging market securities include: (i) less social, political and economic stability; (ii) the smaller size of the markets for these securities and the currently low or nonexistent volume of trading that results in a lack of liquidity and in greater price volatility; (iii) the lack of publicly available information, including reports of payments of dividends or interest on outstanding securities, and less stringent regulation of accounting, auditing, financial reporting and recordkeeping requirements, which could render financial information and related audits to be unreliable and unverifiable and affect a Fund’s ability to evaluate potential portfolio companies; (iv) certain national policies that may restrict a Fund’s investment opportunities, including restrictions on investment in issuers or industries deemed sensitive to national interests; (v) local taxation; (vi) the absence of developed structures governing private or foreign investment or allowing for judicial redress for injury to private property; (vii) the absence until recently, in certain countries, of a capital structure or market-oriented economy; (viii) the possibility that recent favorable economic developments in certain countries may be slowed or reversed by unanticipated political or social events as well as armed conflicts in these countries; (ix) restrictions that may make it difficult or impossible for the Fund to vote proxies, exercise shareholder rights, pursue legal remedies, and obtain judgments in foreign courts; (x) the risk of uninsured loss due to lost, stolen, or counterfeit stock certificates; (xi) possible losses through the holding of securities in domestic and foreign custodial banks and depositories; (xii) heightened opportunities for governmental corruption; (xiii) large amounts of foreign debt to finance basic governmental duties that could lead to restructuring or default; (xiv) limited legal remedies for investors in emerging markets (including derivative litigation) and a limited ability of U.S. authorities (e.g., SEC and U.S. Department of Justice) to bring actions against bad actors; (xv) heavy reliance on exports that may be severely affected by global economic downturns; and (xvi) the risk of man-made or natural

30 Statement of Additional Information ■ TIAA-CREF Funds

disasters. Additionally, the degree of cooperation between issuers in emerging market countries with foreign and U.S. financial regulators may vary significantly. The type and severity of sanctions and other similar measures, including counter sanctions and other retaliatory actions, that may be imposed could vary broadly in scope, and their impact is highly uncertain. Changes in exchange rates and interest rates and the imposition of sanctions could, among other things, cause a decline in the value and/or liquidity of securities issued by the sanctioned country or companies located in or economically tied to the sanctioned country and increase market volatility and disruption in the sanctioned country and throughout the world. Sanctions and other similar measures could limit or prevent the Fund from buying and selling securities (in the sanctioned country and other markets), significantly delay or prevent the settlement of securities transactions, and significantly impact a Fund’s liquidity and performance.

In addition, some countries in which the Funds may invest have experienced substantial, and in some periods, extremely high rates of inflation for many years. Inflation and rapid fluctuations in inflation rates have had and may continue to have negative effects on the economies and securities markets of certain countries. Further, the economies of emerging market countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade.

Governments of many emerging market countries have become overly reliant on the international capital markets and other forms of foreign credit to finance large public spending programs that cause huge budget deficits. As a result of either an inability to pay or submission to political pressure, certain of these governments have sought to restructure their loan and/or bond obligations, have declared a temporary suspension of interest payments, or have defaulted (in part or full) on their outstanding debt obligations. These events have adversely affected the values of securities issued by such governments and corporations domiciled in these emerging market countries and have negatively affected not only their cost of borrowing but also their ability to borrow in the future. The economic and political environment has presented significant challenges to the economies of emerging markets, including, among others, rising inflation, food insecurity, subdued employment growth, and economic setback caused by supply chain disruption and the reduction in exports.

The risks outlined above are often more pronounced in “frontier markets” in which a Fund may invest. Frontier markets are those emerging markets that are considered to be among the smallest, least mature and least liquid, and as a result, the risks of investing in emerging markets are magnified in frontier markets. This magnification of risks is the result of a number of factors, including: government ownership or control of parts of the private sector and of certain companies; trade barriers; exchange controls; managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which frontier market countries trade; less uniformity in accounting and reporting requirements; unreliable securities valuation; greater risk associated with custody of securities; and the relatively new and unsettled securities laws in many frontier market countries. In addition, the markets of frontier countries typically have low trading volumes, leading to a greater potential for extreme price volatility and illiquidity. This volatility may be further increased by the actions of a few large investors. For example, a substantial increase or decrease in cash flows of mutual funds investing in these markets could significantly affect local securities prices and, therefore, the NAV of a Fund. All of these factors may make investing in frontier market countries significantly riskier than investing in other countries, including more developed and traditional emerging market countries, and any one of them could cause the NAV of a Fund’s shares to decline.

Investment in Canada. The United States is Canada’s largest trading partner and foreign investor, and developments in economic policy do have a significant impact on the Canadian economy. The expanding economic and financial integration of the United States, Canada, and Mexico through the United States-Mexico-Canada Agreement (“USMCA”) has made, and will likely continue to make, the Canadian economy and securities market more sensitive to North American trade patterns. Any disruption in the continued operation of USMCA may have a significant and adverse impact on Canada’s economic outlook and the value of a Fund’s investments in Canada. Growth has continued to slow in recent years for certain sectors of the Canadian economy, particularly energy extraction and manufacturing. Forecasts on growth remain modest. Oil prices have fluctuated greatly over time and the enduring volatility in the relative strength of the Canadian dollar against the U.S. dollar from time to time may negatively affect Canada’s exporting industries. Decreasing imports from Asian and European Union (“EU”) producers, new or changing trade regulations, changes in exchange rates or a recession of the Chinese or EU economies may have an adverse impact on the economy of Canada.

Canada’s parliamentary system of government is, in general, stable. However, one of the provinces, Quebec, does have a separatist party whose objective is to achieve sovereignty and increased self-governing legal and financial powers. In addition, the Canadian market is relatively concentrated in issuers involved in the production and distribution of natural resources such as forest products, metals, agricultural products, and energy related products like oil, gas, and hydroelectricity. Accordingly, changes in the supply and demand of such commodity resources, both domestically and internationally, can have a significant effect on Canadian market performance.

Investment in Europe. The EU is an intergovernmental and supra-national union of certain European countries, known as member states. A key activity of the EU is the establishment and administration of a common single market, consisting of, among other things, a single currency and a common trade policy. The most widely used currency in the EU (and the unit of

TIAA-CREF Funds ■ Statement of Additional Information 31

currency of the European Economic and Monetary Union (“EMU”)) is the euro, which is in use in many of the member states. In addition to adopting a single currency, EMU member states generally no longer control their own monetary policies. Instead, the authority to direct monetary policy is exercised by the European Central Bank and, as a result, EMU member states are significantly affected by fiscal and monetary policies implemented by the EMU and European Central Bank.

While economic and monetary convergence in the EU may offer new opportunities for those investing in the region, investors should be aware that the success of the EU is not wholly assured. Europe must grapple with a number of challenges, any one of which could threaten the survival of this monumental undertaking. Many disparate economies continue to adjust to a unified monetary system, the absence of exchange rate flexibility, and the loss of economic sovereignty. Europe’s economies are diverse, its governments are decentralized, and its cultures differ widely. As member states unify their economic and monetary policies, movements in European markets will lose the benefit of diversification within the region. High unemployment could pose political risk. One or more member states might exit the union, placing the currency and banking system in jeopardy. Major issues currently facing the EU relate to its membership, structure, procedures and policies; they include the adoption, abandonment or adjustment of the constitutional treaty, the EU’s enlargement to the south and east, and resolving the EU’s problematic fiscal and democratic accountability. Any or all of these challenges may affect the value of a Fund’s investments economically tied to the EU.

The EU has been extending its influence to the south and east. For former Iron Curtain member states, membership serves as a strong political impetus to employ tight fiscal and monetary policies. Nevertheless, several entrants that most recently joined the EU are former Soviet satellites that remain burdened to various extents by the inherited inefficiencies of centrally planned economies similar to that which existed under the old Soviet Union.

In addition, certain member states in the EU have had to accept assistance from supra-governmental agencies such as the International Monetary Fund and the European Financial Stability Facility. The European Central Bank has also intervened to purchase eurozone debt in order to seek to stabilize markets and reduce borrowing costs. Responses to these financial problems by European governments, central banks and others, including austerity measures and reforms, may not work, may result in social unrest, and may limit future growth and economic recovery or have other unintended consequences. Further defaults or restructurings by governments and others of their debt could have additional adverse effects on economies, financial markets and asset valuations around the world.

The EU’s economy may grow further as more countries join. However, the EU’s economic growth has been below that of the United States most years since 1990, and the economic performance of certain of its key members is a matter of serious concern to policy makers. Although economic conditions vary among EU member states, there is continued concern about national level support for the euro and the accompanying coordination of fiscal and wage policy of EU member states.

Further, it is possible that the euro could be abandoned in the future by EU member states that have already adopted its use, and the effects of such an abandonment or a member state’s forced expulsion from the euro on that member state, on the EMU, and on global markets are impossible to predict and could be negative. The exit of any member state out of the euro would likely have a significant destabilizing effect on all eurozone countries and their economies and a negative effect on the global economy as a whole. In addition, under these circumstances, it may be difficult to value investments denominated in euros or in a replacement currency.

In a June 2016 referendum, citizens of the UK voted to leave the EU. On January 31, 2020, the UK withdrew from the EU. Negotiators representing the UK and EU signed a trade agreement on December 30, 2020 on the terms governing certain aspects of the EU’s and UK’s relationship, the EU-UK Trade and Cooperation Agreement (the “TCA”). The TCA became effective May 1, 2021 and many aspects of the UK-EU trade relationship remain subject to further negotiation. Notwithstanding the TCA, there is likely to be considerable uncertainty as to the UK’s post-transition framework, and in particular as to the arrangements which will apply to the UK’s relationships with the EU and with other countries, and the framework will likely continue to develop and could result in increased volatility and illiquidity and potentially lower economic growth. It is not possible to anticipate the longer term impact to the economic, legal, political, regulatory and social framework that will result from any agreements between the UK and the EU. The effects will depend, in part, on whether the UK is able to negotiate agreements to retain access to EU markets including, but not limited to, trade and finance agreements. In addition, such agreements may lead to ongoing political, regulatory and economic uncertainty and periods of exacerbated volatility in both the UK and in wider European markets for some time.

The impact of the UK’s withdrawal on the UK and European economies and the broader global economy could be significant, resulting in negative impacts, such as increased volatility and illiquidity, potentially lower economic growth and decreased asset valuations. The UK’s withdrawal from the EU may have a destabilizing impact on the EU to the extent other member states similarly seek to withdraw from the union and may cause additional market disruption globally and introduce new legal and regulatory uncertainties. It may also have a negative impact on the economy and currency of the UK as a result of anticipated, perceived or actual changes to the UK’s economic and political relations with the EU. The UK’s withdrawal could result in lower growth for companies in the UK, EU and globally, which could have an adverse effect on the value of a Fund’s investments. A Fund may make investments in the UK (during the transition period and afterwards), other EU members and in non-EU countries that are directly or indirectly affected by the exit of the UK from the EU. Any or all of these challenges may

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affect the value of a Fund’s investments economically tied to the UK or EU and may have an adverse effect on the Fund’s performance. Additionally, the willingness or ability of financial and other counterparties to enter into transactions may be affected by the UK’s withdrawal.

An increasingly assertive Russia poses its own set of risks for the EU, as evidenced by the Russian invasion of Ukraine in February 2022 and the ongoing Russian-Ukraine conflict. Opposition to EU expansion to members of the former Soviet bloc may prompt more intervention by Russia in the affairs of its neighbors. This interventionist stance may carry various negative consequences, including direct effects, such as export restrictions on Russia’s natural resources, Russian support for separatist groups of pro-Russian parties located in EU countries, Russian interference in the internal political affairs of current or potential EU members or the EU itself, externalities of ongoing conflict, such as an influx of refugees from Ukraine and Syria, or collateral damage to foreign assets in conflict zones, all of which could negatively impact EU economic activity.

Investment in Eastern Europe. Investing in the securities of Eastern European issuers involves risks not usually associated with investing in the more developed markets of Western Europe. Changes occurring in Eastern Europe today could have long-term potential consequences. These changes could result in rising standards of living, lower manufacturing costs, growing consumer spending and substantial economic growth.

Political and economic reforms may not have eliminated the possibility of a return to centrally planned economies and state-owned industries. Investments in Eastern European countries may involve risks of nationalization, expropriation and confiscatory taxation. In many of the countries of Eastern Europe, there is no stock exchange or formal market for securities. Such countries may also have government exchange controls, currencies with no recognizable market value relative to the established currencies of Western market economies, little or no experience in trading in securities, no accounting or financial reporting standards, a lack of a banking and securities infrastructure to handle such trading and a legal tradition which does not recognize rights in private property.

Eastern European markets are particularly sensitive to social, political, economic, and currency events in Russia and may suffer heavy losses as a result of their trading and investment links to the Russian economy and currency. Russia also may attempt to assert its influence in the region through economic or even military measures. The ongoing conflict between Russia and Ukraine poses great risk to Eastern European countries’ economic stability. In particular, the value and liquidity of securities issued by Ukrainian companies have been adversely affected and the disruption to the Russian economy as a result of sanctions imposed on Russia by the U.S. and EU may hurt Eastern European countries with close trade links to Russia. Eastern European markets will be significantly affected by the fiscal and monetary controls of the EMU. Changes in regulations on trade, decreasing imports or exports, changes in the exchange rate of the euro and recessions among European countries may have a significant adverse effect on the economies of other European countries including those of Eastern Europe.

Several Eastern European countries on the periphery of the EU have recently been the destination for a surge of refugees and migrants fleeing global conflict zones, particularly the civil wars in Syria and Afghanistan, the Russian invasion of Ukraine and economic hardship across Africa and the developing world. While these countries have borne many of the direct costs of managing the flow of refugees and migrants seeking resettlement in Europe, they have also faced significant international criticism over their treatment of migrants and refugees which may affect foreign investor confidence in the attractiveness of such markets.

Investment in Saudi Arabia. The Saudi Arabian government exerts substantial influence over many aspects of the private sector. While the political situation in Saudi Arabia is generally stable, future political instability or instability in the larger Middle East region could adversely impact the economy of Saudi Arabia, particularly with respect to foreign investments. Certain issuers located in Saudi Arabia may operate in, or have dealings with, countries subject to sanctions and/or embargoes imposed by the U.S. Government and the United Nations and/or countries identified by the U.S. Government as state sponsors of terrorism. Investments in Saudi Arabia are also subject to the risk of expropriation or nationalization of assets or the risk of restrictions on foreign investments and repatriation of capital.

Saudi Arabian issuers may be impacted by the significant ties in the Saudi Arabian economy to petroleum exports. As a result, changes within the petroleum industry could have a significant impact on the overall health of the Saudi Arabian economy. Additionally, the Saudi Arabian economy relies heavily on foreign labor, and changes in the availability of this labor supply could have an adverse effect on the economy.

The ability of foreign investors to invest in Saudi Arabian issuers is relatively new and untested, and such ability may be revoked or restricted by the government of Saudi Arabia in the future, which may materially affect a Fund. A Fund may be unable to obtain or maintain the required licenses, which would affect the Fund’s ability to buy and sell securities at full value. Additionally, a Fund’s ownership of any single issuer listed on the Saudi Arabian Stock Exchange may be limited by the Saudi Arabia Capital Market Authority (“CMA”). The securities markets in Saudi Arabia may not be as developed as those in other countries. As a result, securities markets in Saudi Arabia are subject to greater risks associated with market volatility, lower market capitalization, lower trading volume, illiquidity, inflation, greater price fluctuations, uncertainty regarding the existence of trading markets, governmental control and heavy regulation of labor and industry. Major disruptions or regulatory changes may occur in the Saudi Arabian market, which could negatively impact a Fund.

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A Fund’s ability to invest in Saudi Arabian securities depends on the ability of Advisors and/or the Fund to maintain its respective status as a Foreign Portfolio Manager and/or a Qualified Foreign Investor (“QFI”), as applicable, with the CMA and, if applicable, a Fund as a client of a QFI who has been approved by the CMA (“QFI Client”). QFI regulations and local market infrastructure are relatively new and have not been tested and the CMA may discontinue the QFI regime at any time. Any change in the QFI system generally, including the possibility of Advisors or a Fund losing its Foreign Portfolio Manager, QFI and/or QFI Client status, as applicable, may adversely affect the Fund.

There may also be a limited number of brokers who can provide services to a Fund that invests in Saudi Arabian securities, which may have an adverse impact on the prices, quantity or timing of Fund transactions. The limited number of brokers may impact a Fund’s ability to achieve best execution on securities transactions, make the Fund more susceptible to credit loss or trading disruptions in the event of a default or business disruptions by one or more of the available brokers, disrupt the operations of the Fund and cause the Fund’s shares to trade at a premium or discount to NAV, and cause the Fund to incur losses due to the acts or omissions of its brokers in the execution or settlement of any transaction or in the transfer of any funds or securities.

Investment in Russia. Russia has experienced political, social and economic turbulence as a result of decades of Communist rule. In addition, there is a heightened risk of political corruption and weak and variable government oversight. To date, many of the country’s economic reform initiatives have not yet been implemented or successful. In this environment, there is always the risk that the nation’s government will abandon the current program of economic reform and replace it with drastically different political and economic policies that would be detrimental to the interests of foreign investors.

Along with the general risks of investing in emerging markets, investing in the Russian market is subject to significant risks due to the less developed state of Russia’s banking system and its settlement, clearing and securities registration processes as compared to more developed markets. With the implementation of the National Settlement Depository in Russia (“NSD”) as a recognized central securities depository, title to Russian equities is now based on the records of the NSD and not the local registrars. The implementation of the NSD is generally expected to decrease the risk of loss in connection with recording and transferring title to securities; however, loss may still occur. To the extent that a Fund suffers a loss relating to title or corporate actions relating to its portfolio securities, it may be difficult for the Fund to enforce its rights or otherwise remedy the loss.

There is relatively little long-term historical data on the Russian securities market because it is relatively new, and a substantial proportion of securities transactions in Russia are privately negotiated outside of stock exchanges. The inexperience of the Russian securities market and the limited volume of trading in securities in the market may make obtaining accurate prices on portfolio securities from independent sources more difficult than in more developed markets. Additionally, because of less stringent auditing and financial reporting standards that apply to companies operating in Russia, there is little solid corporate information available to investors. Investments in Russia may be subject to the risk of nationalization or expropriation of assets. Regional armed conflict and its collateral economic and market effects may also pose risks for investments in Russia. As a result, it may be difficult to assess the value or prospects of an investment in Russian companies.

The United States and the regulatory bodies of certain other countries, as well as the EU, have imposed economic sanctions against Russia in response to recent military actions. The imposition of sanctions and other similar measures and the threat of additional sanctions could, among other things, have further adverse consequences, including a decline in the value and/or liquidity of securities issued by Russia or companies located in or economically tied to Russia, downgrades in the credit ratings of Russian securities or those of companies located in or economically tied to Russia, devaluation of Russia’s currency, and increased market volatility and disruption in Russia and throughout the world. Sanctions and other similar measures, including banning Russia from global payment systems that facilitate cross-border payments, could limit or prevent a Fund from buying and selling securities (in Russia and other markets), significantly delay or prevent the settlement of securities transactions, and significantly impact a Fund’s liquidity and performance. In particular, U.S. sanctions prohibit any “new investment” in Russia which is defined to include any new purchases of Russian securities. U.S. persons also are required to freeze securities issued by certain Russian entities identified on the List of Specially Designated Nationals, which includes several large publicly traded Russian banks and other companies. Russia has issued various countermeasures that affect the ability of non-Russian persons to trade in Russian securities which may prohibit a Fund from selling or transacting in these securities and potentially impact the Fund’s liquidity. Moreover, disruptions caused by Russian military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such activity, including cyberattacks on the Russian government, Russian companies, or Russian individuals, including politicians, may impact Russia’s economy and Russian issuers of securities in which a Fund invests. The Russian military action, as well as the resulting sanctions and negative consumer and investor sentiment, could have a severe negative and long-term impact on Russia’s economy. The scope and magnitude of the sanctions and negative sentiment could make it difficult for Russia’s economy to recover even if the sanctions were to be lifted.

The EU could also broaden, strengthen and/or otherwise change existing sanctions. These sanctions, or even the threat of further sanctions, could impair a Fund’s ability to invest in securities it views as attractive investment opportunities or to sell securities or other financial instruments as needed to meet shareholder redemptions. Such sanctions may result in the decline of the value and liquidity profile of Russian securities, a weakening of the ruble or other adverse consequences to the Russian economy. Sanctions, as well as other political actions, could also result in Russia taking countermeasures or retaliatory actions

34 Statement of Additional Information ■ TIAA-CREF Funds

which may further impair the value and liquidity of Russian securities or depositary receipts tied to Russian securities. Such retaliatory measures include prohibiting individuals and companies from sanctioned countries from obtaining loans, transferring securities, and engaging in certain foreign currency transactions. Additional retaliatory sanctions may be imposed in the future. The impact that sanctions and countermeasures have are highly uncertain at this time. These and any related events could have a significant impact on Fund performance and the value of Fund investments.

Investment in Latin America. The history of certain Latin American countries has been characterized by political, economic and social instability, intervention by the military in civilian and economic spheres, and political corruption. For investors, this has meant additional risk caused by periods of regional conflict, political corruption, totalitarianism, protectionist measures, nationalizations, hyperinflation, debt crises, sudden and large currency devaluation, and military intervention. However, there have been changes in this regard, particularly in the past decade. Democracy is becoming well established in some countries. A move to a more mature and accountable political environment is well under way. Domestic economies have been deregulated, privatization of state-owned companies has progressed, and foreign trade restrictions have been relaxed. Nonetheless, to the extent that events such as those listed above that increase the risk of investment in this region continue in the future, they could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers, and result in significant disruption in securities markets.

Economies of most Latin American countries are highly dependent on commodity exports and, for certain countries, oil exports. Fluctuations in commodity and oil prices and currency rates can therefore have a pronounced effect on Latin American countries’ economies. The 2008–2009 worldwide economic downturn and the effects of the COVID-19 pandemic have in the past weakened demand for commodities and oil, and led to recession or economic difficulties in these countries. Certain Latin American countries recently have shown signs of recovery and have entered into regional trade agreements.

For example, USMCA has facilitated economic and financial integration among the United States, Canada and Mexico. However, any disruption and uncertainty regarding USMCA may have a significant and adverse impact on Mexico’s outlook and the value of a Fund’s investments in securities economically tied to Mexico. More broadly, the prices of oil and other commodities are in the midst of a period of high volatility driven, in part, by a continued slowdown in growth in China and the conflict in Ukraine. If growth in China remains slow, the conflict in Ukraine continues or if global economic conditions worsen, Latin American countries may face significant economic difficulties. Thus, there can be no assurance that any recent growth will be sustained and that Latin American countries will not face further recessionary pressures.

Most Latin American countries have experienced, at one time or another, and including for some, continue to experience severe and persistent levels of inflation, including in some cases, hyperinflation. This has, in turn, led to high interest rates, extreme measures by governments to keep inflation in check, and a generally debilitating effect on economic growth. For example, recent political instability in Venezuela has resulted in social unrest and a massive disruption in the Venezuelan economy, including a deep recession and near hyperinflation. Although inflation in many countries has lessened, there is no guarantee it will remain at lower levels.

Certain Latin American countries may experience sudden and large adjustments in their currency which, in turn, can have a disruptive and negative effect on foreign investors. Certain Latin American countries may impose restrictions on the free conversion of their currency into foreign currencies, including the U.S. dollar. There is no significant foreign exchange market for many currencies and it would, as a result, be difficult for the Funds to engage in foreign currency transactions designed to protect the value of the Funds’ interests in securities denominated in such currencies.

Almost all of the region’s economies have become highly dependent upon foreign credit and loans from external sources to fuel their state-sponsored economic plans. Government plans for modernization have exhausted these resources with little benefit accruing to the economy and most countries have been forced to restructure their loans or risk default on their debt obligations. In addition, interest on the debt is subject to market conditions and may reach levels that would impair economic activity and create a difficult and costly environment for borrowers. Accordingly, these governments may be forced to reschedule or freeze their debt repayment, which could negatively affect the market for Latin American securities. Latin American economies that depend on foreign credit and loans may also face significant economic difficulties if the Fed raises interest rates, which could potentially jeopardize various countries’ ability to service debt obligations or to service such obligations in a timely manner. Any ongoing or future deterioration of global economic conditions may reduce demand for exports from Latin America and limit the availability of foreign credit for some countries in the region.

Investment in Japan. Government-industry cooperation, a strong work ethic, mastery of high technology, emphasis on education, and a comparatively small defense allocation helped Japan advance with extraordinary speed to become one of the largest economic powers along with the United States and the EU. Despite its impressive history, investors face special risks when investing in Japan.

The growth of Japan’s economy has recently lagged that of its Asian neighbors and other major developed countries. Since the early 2000s, Japan’s economic growth rate has remained low relative to other advanced economies and may remain low in the future. The Japanese economy is heavily reliant on international trade and has been adversely affected in the past by trade tariffs, other protectionist measures, competition from emerging economies, and the economic conditions of its trading partners. In addition, China has become an important trading partner with Japan, and therefore, changes in China’s growth

TIAA-CREF Funds ■ Statement of Additional Information 35

rates may significantly impact the Japanese economy. The animosity between Japan and other Asian countries, such as China and Korea, may affect the trading relations between these countries. China’s territorial ambition over Taiwan may negatively impact Japan’s relationship with China given Japan’s historical and economic interests in Taiwan. Japan is also heavily dependent on oil and other commodity imports, and higher commodity prices could therefore have a negative impact on the Japanese economy. Although Japan has recently worked to reduce its dependence on oil by encouraging energy conservation and the use of alternative fuels, there is no guarantee that this trend will continue. The yen has had a history of unpredictable and volatile movements against the U.S. dollar; a weakening yen hurts U.S. investors holding yen-denominated securities. The Japanese stock market has also experienced wild swings in value over time and has often been considered significantly overvalued. Furthermore, Japan’s economic growth rate could be impacted by the Bank of Japan’s monetary policies, changing interest rates and global inflation, tax increases, budget deficits and volatility in the yen.

Beginning in the late 1990s, the nation’s financial institutions were successfully overhauled under the strong leadership of the government. The successful financial sector reform coincided with a Japanese economic recovery, which had set the stage for a comparatively brighter outlook for Japanese companies. However, Japan has an aging workforce and has experienced a significant population decline in recent years. Japan’s labor market appears to be undergoing fundamental structural changes, as a labor market traditionally accustomed to lifetime employment adjusts to meet the need for increased labor mobility, which may affect Japan’s economic competitiveness.

Japan is susceptible to natural disasters such as earthquakes and tsunamis, and a Fund’s investment in Japan may be more likely to be affected by such events than its investments in other geographic regions. There are special risks associated with investments in Japan, including foreign trade policy, regional economic disruption, government debt, aging and shrinking of the population, an uncertain financial sector, economic, political or social instability, low domestic consumption and certain corporate structural weaknesses.

Investment in Asia Other Than Japan. The political history of some Asian countries has been characterized by political uncertainty, intervention by the military in civilian and economic spheres, regional conflicts and government corruption. Such developments, if they continue to occur, could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers and result in significant disruption in securities markets. The economies of many countries in the region are heavily dependent on international trade and are accordingly affected by protective trade barriers and the economic conditions of their trading partners, principally, the United States, Japan, China and the EU.

Unlike in the United States, the currencies of certain Asian countries are not determined by the market but are instead managed at artificial levels to the U.S. dollar. This type of system can lead to sudden and large adjustments in the currency which, in turn, can have a disruptive and negative effect on foreign investors. Certain Asian countries also may restrict the free conversion of their currency into foreign currencies, including the U.S. dollar. There is no significant foreign exchange market for certain currencies and it would, as a result, be difficult for the Funds to engage in foreign currency transactions designed to protect the value of the Funds’ interests in securities denominated in such currencies.

Asian countries have historically been prone to natural disasters, such as droughts, floods and tsunamis, and the region’s economies may be affected by such environmental events in the future. Given the particular vulnerability of the region to the effects of climate change, disruptions in international efforts to address climate-related issues may have a disproportionate impact on a Fund’s investments in the region. A Fund’s investment in or exposure to Asian countries is, therefore, subject to the risk of such events.

By investing in securities or instruments that are economically tied to the People’s Republic of China (“PRC”) excluding Hong Kong, Macau and Taiwan for the purpose of this disclosure or other developing market Asian countries, a Fund is subject to certain risks in addition to those generally applicable to investment in foreign and emerging markets. In many Asian securities markets, including but not limited to the PRC qualified foreign institutional investors program (“FII” program, including the qualified foreign institutional investor (“QFII”) program based on recent PRC regulatory developments), there is a high concentration of market capitalization and trading volume in a small number of issuers representing a limited number of industries, as well as a high concentration of investors and financial intermediaries. Many of these markets also may be affected by developments with respect to more established markets in the region. Special risks associated with investments in the PRC include exposure to currency fluctuations, less liquidity, expropriation, confiscatory taxation, nationalization and exchange control regulations (including currency blockage). Inflation and rapid fluctuations in inflation and interest rates have had, and may continue to have, negative effects on the economy and securities markets of PRC, Hong Kong and Taiwan. Brokers in developing market Asian countries typically are fewer in number and less well capitalized than brokers in the United States. A number of Asian companies are also highly dependent on foreign loans for their operation, which could impose strict repayment term schedules and require significant economic and financial restructuring. In addition, there is a lack of clarity and more frequent changes in the laws and regulations in certain Asian countries compared to more developed international markets, and there could potentially be a lack of consistency in interpreting and applying the relevant regulations. These factors may severely restrict a Fund’s ability to pursue its investment objective or strategies, may result in fewer investment opportunities for a Fund and may have an adverse impact on the investment performance of a Fund.

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Investment in securities or instruments that are economically tied to the PRC is also subject to the risk of political instability in the PRC. Including those risks associated with investing in emerging markets, a Fund’s investment in or exposure to the PRC is also subject to risks associated with, among other things, (a) inefficiencies resulting from erratic growth; (b) the unavailability of consistently reliable economic data; (c) potentially high rates of inflation; (d) dependence on exports and international trade; (e) relatively high levels of asset price volatility; (f) potential shortage of liquidity and limited accessibility by foreign investors; (g) greater competition from regional economies; (h) fluctuations in currency exchange rates or currency devaluation by the PRC government or central bank, particularly in light of the relative lack of currency hedging instruments and controls on the ability to exchange local currency for U.S. dollars; (i) the relatively small size and absence of operating history of many PRC companies; (j) the developing nature of the legal and regulatory framework for securities markets, custody arrangements and commerce; (k) uncertainty and potential changes with respect to the rules and regulations of the FII program and other market access programs through which such investments are made; (l) the commitment of the PRC government to continue with its economic reforms; and (m) the fact that Chinese regulators may suspend trading in Chinese issuers (or permit such issuers to suspend trading) during market disruptions, and that such suspensions may be widespread. In addition, certain securities are, or may in the future become, restricted and a Fund may be forced to sell such restricted security and incur a loss as a result. In addition, the relationship between the PRC and Taiwan is particularly sensitive, and hostilities between the PRC and Taiwan may present a risk to a Fund’s investment in either the PRC or Taiwan. Moreover, as demonstrated by past protests in Hong Kong over political, economic, and legal freedoms, and the PRC government’s response to them, political uncertainty exists within Hong Kong and there is no guarantee that additional protests will not arise in the future. Hostilities between the PRC and Hong Kong may present a risk to a Fund’s investment in the PRC or Hong Kong.

There also exists control on foreign investment in the PRC and limitations on repatriation of invested capital. Under the FII program, which is a market access program through which PRC investments are made available, or through investments in companies listed on exchanges outside of the PRC that provide exposure to companies that are based or operated in the PRC, there are certain regulatory restrictions imposed, particularly on (without limitation) investment scope, repatriation of funds, foreign shareholding limit and account structure. Although the relevant regulations have recently been revised to relax regulatory restrictions on the onshore capital management by FIIs (including but not limited to removing the investment quota limit and simplifying routine repatriation of investment proceeds), it is a new development and is therefore subject to uncertainties as to whether and how it will be implemented in practice, especially at this early stage. On the other hand, the recently amended FII regulations are also enhancing ongoing supervision on FIIs in terms of information disclosure among other aspects. In particular, FIIs are required to procure their underlying clients (such as any Fund investing in PRC securities via the FII program) to comply with PRC disclosure of interests rules and make the required disclosure on behalf of such underlying investors. As a result of PRC regulatory requirements, a Fund may be limited in its ability to invest in securities or instruments tied to the PRC and/or may be required to liquidate its holdings in securities or instruments tied to the PRC, including at an inopportune time. Under certain instances, such involuntary liquidations may result in losses for a Fund. In addition, securities exchanges in the PRC typically have the right to suspend or limit trading in any security traded on the relevant exchange. The PRC government or relevant PRC regulators may also implement policies that may adversely affect the PRC financial markets. Such suspensions, limitations or policies may have a negative impact on the performance of a Fund’s investments.

The PRC has historically been prone to natural or human disasters such as droughts, floods, pandemics, epidemics, earthquakes and tsunamis, and the region’s economy may be affected by such environmental events in the future. A Fund’s investment in the PRC is, therefore, subject to the risk of such events.

Investments in the PRC may subject a Fund’s investments to a number of PRC tax rules, and the application of many of those rules may be uncertain. Moreover, the PRC has implemented a number of tax reforms in recent years, and may amend or revise its existing tax laws and/or procedures in the future, possibly with retroactive effect. Changes in applicable PRC tax law could reduce the after-tax profits of the Funds, directly or indirectly, including by reducing the after-tax profits of companies in the PRC in which a Fund invests. PRC taxes that may apply to a Fund’s investments include income tax or withholding tax on dividends, interest or gains earned by the Fund, business tax and stamp duty. Uncertainties in the PRC tax rules could result in unexpected tax liabilities for the Funds. In addition, because the Public Company Accounting Oversight Board (“PCAOB”) is generally restricted from inspecting the audit work and practices of registered accountants in the PRC, there is the risk that material accounting and financial information about PRC issuers may be unavailable or unreliable. The PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the PRC to grant the PCAOB access to inspect and investigate registered public accounting firms in mainland China and Hong Kong completely, consistent with U.S. law. To the extent the PCAOB remains unable to inspect audit work papers and practices of the PCAOB-registered accounting firms in China with respect to their audit work of U.S. reporting companies, such inability may impose significant additional risks associated with investments in China. Further, to the extent a Fund invests in the securities of a company whose securities become subject to a trading prohibition, the Fund’s ability to transact in such securities, and the liquidity of the securities, as well as their market price, would likely be adversely affected. Foreign companies listed on U.S. exchanges, including offshore companies that utilize a variable interest entity (“VIE”) structure, also could face delisting or other ramifications for failure to meet the requirements of the listing exchange, the SEC, the PCAOB or other United States regulators,

TIAA-CREF Funds ■ Statement of Additional Information 37

which could adversely affect the liquidity or value of the securities and have negative implications for U.S. investors and result in significant investment losses.

Variable Interest Entities. A Fund may invest in companies based or operated in the PRC by investing through legal structures known as VIEs. Certain PRC companies have used VIEs in order to facilitate foreign investment without distributing ownership of the PRC-based companies primarily due to the PRC governmental restrictions on non-PRC ownership of companies in certain industries and sectors. In such cases, the PRC-based operating company typically establishes an offshore company in another jurisdiction, and the offshore company enters into contractual arrangements (such as powers of attorney, equity pledge agreements, and other exclusive services or business cooperation agreements) with the PRC-based operating company. These contractual arrangements are intended to give the offshore company the ability to exercise power over and obtain economic rights from the PRC-based operating company. Shares of the offshore company, in turn, are listed and traded on exchanges outside of the PRC and are available to non-PRC investors such as a Fund. This arrangement allows non-PRC investors to hold stock in the offshore company, rather than the PRC-based operating company, to obtain economic exposure without direct equity ownership.

VIE structures are longstanding and well known to officials and regulators in the PRC. However, VIEs are not formally recognized under PRC law. Intervention by the PRC government with respect to VIEs could significantly affect the PRC operating company’s performance and the enforceability of the VIE’s contractual arrangements with the PRC company. There is a risk that the PRC may cease to allow VIEs at any time or impose new restrictions on the structure, such as penalties, revocation of business and operating licenses or forfeiture of ownership interests. Investments involving a VIE may also pose additional risks because such investments are made through a company whose interests in the underlying operating company are established through contract rather than through direct equity ownership. For example, the non-PRC offshore company’s contractual arrangement may be less effective than direct equity ownership, and the company may incur substantial costs to enforce the terms of the arrangements. If the parties to the contractual arrangements do not meet their obligations as intended or there are effects on the enforceability of these arrangements from changes in PRC law or practice, a breach of the contractual arrangement between the listed company and VIE, or if any physical instruments are used without authorization (such as PRC chops and seals), the listed company may lose control over the PRC-based operating company, and investments in the listed company’s securities may suffer significant economic losses. Also, the terms of such arrangements may be deemed unenforceable in the PRC, thus limiting (or eliminating) the remedies and rights available to the non-PRC offshore company and its investors and potentially resulting in significant economic losses with little or no recourse available. Such legal uncertainty may also be exploited against the interests of the offshore company and its investors. Further, the interests of the equity owners of the operating company may conflict with the interests of the investors of the offshore company, and the fiduciary duties of the officers and directors of the operating company may differ from, or conflict with, the fiduciary duties of the officers and directors of the offshore company. Any of the foregoing risks and events could negatively impact a Fund’s performance and NAV.

China A-Shares and China Stock Connect Risk. The following risks are in addition to the risks described under “Investment in Asia Other Than Japan” and “Emerging Markets.” Certain Funds may invest in eligible renminbi (“RMB”)-denominated shares of mainland China-based companies that trade on Chinese stock markets such as the Shanghai Stock Exchange and the Shenzhen Stock Exchange (referred to as “China A-Shares”) through the Shanghai and Shenzhen-Hong Kong Stock Connect programs (“Stock Connect”). Stock Connect allows non-Chinese investors (such as the Funds) to purchase certain PRC-listed equities via brokers in Hong Kong. There are significant risks and limitations inherent in investing in China A-Shares through Stock Connect. For example, a Fund’s investment in China A-Shares may only be traded through Stock Connect and is not otherwise transferable. Further, the list of eligible China A-Shares may change from time to time. When a China A-Shares issue is recalled from the scope of securities eligible for trading through Stock Connect, a Fund invested in such China A-Shares issue traded through Stock Connect may only sell, not buy, the China A-Shares issue, which may adversely affect the Fund’s investment strategy.

Stock Connect is not subject to individual investment quotas but market-wide daily and aggregate investment quotas apply to all Stock Connect participants. Once a daily quota limit is reached, orders to purchase additional China A-Shares of such issuance through Stock Connect will be rejected. Once such daily quotas are used up, acceptance of the corresponding buy orders will be immediately suspended and no further buy orders will be accepted for the remainder of the trading day. Buy orders which have been accepted will not be affected by the using up of the daily quota, while sell orders will continue to be accepted. Such quotas, which are subject to change from time to time, may restrict or preclude a Fund from investing in China A-Shares on a timely basis, which could affect the Fund’s ability to effectively pursue its investment strategy. Further, an investor cannot purchase and sell the same security on the same trading day, which may restrict a Fund’s ability to invest in China A-Shares through Stock Connect and to enter into or exit trades where it is advantageous to do so on the same trading day. In addition, because Stock Connect trades are routed through Hong Kong brokers and the Hong Kong Stock Exchange, Stock Connect is affected by trading holidays in either the PRC or Hong Kong, and there are trading days in the PRC when Stock Connect investors will not be able to trade. As a result, prices of Stock Connect may fluctuate at times when a Fund is unable to add to or exit its position, which could adversely affect the Fund’s investment performance. Both the PRC and Hong Kong regulators are permitted, independently of each other, to suspend Stock Connect (or to permit such issues to suspend trading)

38 Statement of Additional Information ■ TIAA-CREF Funds

in response to certain market conditions. Stock Connect trades are settled in RMB and investors must have timely access to a reliable supply of RMB in Hong Kong, which cannot be guaranteed.

Stock Connect regulations provide that investors enjoy the rights and benefits of Shanghai Stock Exchange equities purchased through Stock Connect, but the nominee structure under Stock Connect requires that China A-Shares be held through the Hong Kong Securities Clearing Company (“HKSCC”), as nominee for investors. A Fund’s ownership of China A-Shares will be reflected on the custodian’s records but the Fund itself will have only beneficial rights in such China A-Shares, and the mechanisms that beneficial owners may use to enforce their rights are untested. For instance, courts in China have limited experience in applying the concept of beneficial ownership and the law surrounding beneficial ownership will continue to evolve. A Fund may not be able to participate in corporate actions affecting Stock Connect securities due to time constraints or for other operational reasons. Similarly, a Fund will not be able to vote in shareholders’ meetings except through HKSCC and will not be able to attend shareholders’ meetings. Taken together with Stock Connect’s omnibus clearing structure, this structure may limit Advisors’ ability to effectively manage a Fund and may expose the Fund to the credit risk of its custodian or to greater risk of expropriation. While certain aspects of the Stock Connect trading process are subject to Hong Kong law, PRC rules applicable to share ownership will apply.

Additionally, China generally has less established legal, accounting and financial reporting systems than those in more developed markets, which may reduce the scope or quality of financial information relating to Chinese issuers. China A-Shares traded via Stock Connect are subject to risks associated with the legal and technical framework of Stock Connect. The trading, settlement and information technology (“IT”) systems required to operate Stock Connect are continuing to evolve. If relevant Stock Connect systems fail to function properly, trading in China A-Shares on Stock Connect could be disrupted. Further, in the event of high trading volume or unexpected market conditions, Stock Connect may be available on a limited basis.

The risks related to investments in China A Shares through Stock Connect are heightened to the extent that a Fund invests in China A Shares listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange (“STAR Market”) and/or the ChiNext Market of the Shenzhen Stock Exchange (“ChiNext Market”). Listed companies on the STAR Market and ChiNext Market are usually of an emerging nature with smaller operating scale. They are subject to higher fluctuation in stock prices and liquidity. It may be more common and faster for companies listed on the STAR Market and ChiNext Market to delist.

China Bond Connect Risk. There are risks associated with a Fund’s investment in Chinese government bonds and other PRC-based debt instruments traded on the China Interbank Bond Market (“CIBM”) through the Bond Connect program. Bond Connect refers to the arrangement between Hong Kong and the PRC that enables Hong Kong and overseas investors to trade various types of debt securities in each other’s bond markets through connection between the relevant respective financial infrastructure institutions. Such trading is subject to a number of restrictions that may affect a Fund’s investments and returns. For example, investments made through Bond Connect are subject to order, clearance and settlement procedures that are relatively untested in the PRC, which could pose risks to a Fund. Furthermore, securities purchased through Bond Connect will be held on behalf of ultimate investors (such as a Fund) via a book entry omnibus account in the name of the Hong Kong Monetary Authority Central Money Markets Unit maintained with either the China Central Depository & Clearing Co. (“CCDC”) or the Shanghai Clearing House (“SCH”), each a PRC-based custodian. A Fund’s ownership interest in Bond Connect securities will not be reflected directly in book entry with CCDC or SCH and will instead only be reflected on the books of its Hong Kong sub-custodian. This recordkeeping system also subjects a Fund to various risks, such as the risks of settlement delays and counterparty default of the Hong Kong sub-custodian, or the risk that the Fund may have a limited ability to enforce rights as a bondholder. While the ultimate investors hold a beneficial interest in Bond Connect securities, the mechanisms that beneficial owners may use to enforce their rights are untested and courts in the PRC have limited experience in applying the concept of beneficial ownership. As such, a Fund may not be able to participate in corporate actions affecting its rights as a bondholder, such as timely payment of distributions, due to time constraints or for other operational reasons. Bond Connect trades are settled in RMB and investors must have timely access to a reliable supply of RMB in Hong Kong, which cannot be guaranteed. Furthermore, securities purchased through Bond Connect generally may not be sold, purchased or otherwise transferred other than through Bond Connect in accordance with applicable rules.

A primary feature of Bond Connect is the application of the home market’s laws and rules applicable to investors in Chinese fixed-income instruments. Therefore, a Fund’s investments in securities through Bond Connect are generally subject to Chinese securities regulations and listing rules, among other restrictions. Such securities may lose their eligibility at any time, in which case they could be sold but could no longer be purchased through Bond Connect. A Fund will not benefit from access to Hong Kong investor compensation funds, which are designed to protect against defaults of trades, when investing through Bond Connect. Bond Connect is only available on days when markets in both the PRC and Hong Kong are open. As a result, prices of securities purchased through Bond Connect may fluctuate at times when a Fund is unable to add to or exit its position and, therefore, may limit the Fund’s ability to trade when it would be otherwise attractive to do so.

The Bond Connect program may be subject to further interpretation, guidance and regulatory change. The trading, settlement and IT systems required for non-Chinese investors in Bond Connect are continuing to evolve. In the event that the relevant systems do not function properly, trading through Bond Connect could be disrupted. A Fund’s ability to trade through Bond Connect (and hence to pursue its investment strategy) may therefore be adversely affected. There can be no assurance that

TIAA-CREF Funds ■ Statement of Additional Information 39

further regulations will not affect the availability of securities in the program, the frequency of redemptions or other limitations. In addition, the application and interpretation of the laws and regulations of Hong Kong and the PRC, and the rules, policies or guidelines published or applied by relevant regulators and exchanges in respect of the Bond Connect program are uncertain, and they may have an adverse effect on a Fund’s performance.

Potential lack of liquidity due to low trading volume of certain Fund investments in securities through Bond Connect may result in prices of certain fixed-income securities traded on such market fluctuating significantly, which may expose a Fund to liquidity risks. The bid and offer spreads of the prices of securities through Bond Connect may be large, and the Funds may therefore incur significant trading and realization costs and may even suffer losses when disposing of such investments.

Depositary Receipts. The Equity Funds and the Real Estate Securities Fund can invest in American, European and Global Depositary Receipts (“ADRs,” “EDRs” and “GDRs,” respectively). They are alternatives to the purchase of the underlying securities in their national markets and currencies. Although their prices are quoted in U.S. dollars, they do not eliminate all the risks of foreign investing.

ADRs represent the right to receive securities of foreign issuers deposited in a domestic bank or a foreign correspondent bank. To the extent that a Fund acquires ADRs through banks which do not have a contractual relationship with the foreign issuer of the security underlying the ADR to issue and service such ADRs, there may be an increased possibility that the Fund would not become aware of, and be able to respond to, corporate actions such as stock splits or rights offerings involving the foreign issuer in a timely manner. In addition, the lack of information may result in inefficiencies in the valuation of such instruments. However, by investing in ADRs rather than directly in the stock of foreign issuers, a Fund will avoid currency risks during the settlement period for either purchases or sales. In general, there is a large, liquid market in the United States for ADRs quoted on a national securities exchange or the national market system, including the NASDAQ Stock Market, Inc. (“NASDAQ”). The information available for ADRs is subject to the accounting, auditing and financial reporting standards of the domestic market or exchange on which they are traded, which standards are more uniform and more exacting than those to which many foreign issuers may be subject.

EDRs and GDRs are receipts evidencing an arrangement with a non-U.S. bank similar to that for ADRs and are designed for use in non-U.S. securities markets. EDRs and GDRs are not necessarily quoted in the same currency as the underlying security.

Municipal securities

The 5–15 Year Laddered Tax-Exempt Bond Fund invests in “municipal securities.” The term “municipal securities” as used in the Fund’s Prospectus and this SAI means debt obligations issued by, or on behalf of, states, territories and possessions of the United States and the District of Columbia and their political subdivisions, agencies and instrumentalities or multi-state agencies or authorities, the interest from which debt obligations is, in the opinion of the issuer’s counsel, excluded from gross income for federal income tax purposes (but not necessarily exempt from federal alternative minimum tax (“AMT”) or from state or local taxes). The 5–15 Year Laddered Tax-Exempt Bond Fund will generally invest in tax-exempt bonds that have a final maturity of between five and fifteen years. In pursuing its investment objective, the Fund seeks to weight investments in securities with a final maturity in each year within the five-to-fifteen year maturity range. The 5–15 Year Laddered Tax-Exempt Bond Fund’s portfolio is “laddered” by investing in municipal obligations with different final maturities so that some obligations age out of the five-to-fifteen year maturity range during each year.

Municipal securities generally are understood to include debt obligations issued to obtain funds for various public purposes, including the construction of a wide range of public facilities, refunding of outstanding obligations, payment of general operating expenses and extensions of loans to public institutions and facilities. Private activity bonds that are issued by or on behalf of public authorities to finance privately operated facilities are considered to be municipal securities if, in the opinion of the issuer’s counsel, the interest paid on them qualifies as excluded from gross income (but not necessarily from alternative minimum taxable income) for federal income tax purposes. Interest on certain “private activity” bonds is subject to federal AMT. Interest from private activity bonds is a tax preference item for the purposes of determining whether a taxpayer is subject to the AMT and the amount of AMT to be paid, if any.

Opinions relating to the validity of municipal securities and to the exemption of interest on them from federal income taxes are rendered by bond counsel for each issuer at the time of issue. These opinions are generally based on covenants by the issuers or others regarding continuing compliance with the federal tax laws. In the event that the issuer fails to comply, the interest distributions to shareholders may retroactively become federally taxable. Neither the Trust nor Advisors will review the proceedings relating to the issuance of municipal securities or the basis for opinions of issuer’s counsel.

Even though municipal securities are interest-bearing investments that promise a stable flow of income, their prices are inversely affected by changes in interest rates and, therefore, are subject to the risk of market price fluctuations. The ability of a municipal issuer to make payments and the value of municipal securities can be affected by uncertainties in the municipal securities market, including financial problems resulting from lower tax revenues or decreased aid from state and local governments in the event of an economic downturn. The values of municipal securities with longer remaining maturities typically fluctuate more than those of similarly rated municipal securities with shorter remaining maturities. The values of fixed-income securities also may be affected by changes in the credit rating or financial condition of the issuing entities and the level of

40 Statement of Additional Information ■ TIAA-CREF Funds

federal funding received by issuing entities (e.g., U.S. municipalities). Credit spreads (i.e., the difference in yield between municipal securities that is due to differences in their credit quality) may increase when the market believes that municipal bonds generally have a greater risk of default. Increasing credit spreads may reduce the market values of a Fund’s municipal securities. Credit spreads often increase more for lower rated and unrated securities than for investment grade securities and corresponding reductions in market value will generally be greater for longer-maturity securities.

Tax legislation has included several provisions that may affect the supply of, and the demand for, municipal securities, as well as the tax-exempt nature of interest paid on those securities. The value of municipal securities may also be affected by uncertainties with respect to the taxation of municipal securities as a result of legislative or other changes. Neither the Trust nor Advisors can predict the effect of recent tax law changes upon the municipal obligation market, including the availability of instruments by a Fund. In addition, neither the Trust nor Advisors can predict whether additional legislation adversely affecting the municipal obligation market will be enacted in the future. Advisors monitors legislative developments and considers whether changes in the objective or policies of a Fund need to be made in response to those developments. If any laws are enacted that would reduce the availability of municipal securities for investment by the 5–15 Year Laddered Tax-Exempt Bond Fund so as to affect the Fund’s shareholders adversely, the Trust will reevaluate the Fund’s investment objective and policies and might submit possible changes in the Fund’s structure to the Fund’s shareholders for their consideration. If legislation were enacted that would treat a type of municipal obligation as taxable for federal income tax purposes, the Trust would treat the security as a permissible taxable money market instrument for the 5–15 Year Laddered Tax-Exempt Bond Fund within the applicable limits set forth in the Fund’s Prospectus.

Municipal Insurance. The 5–15 Year Laddered Tax-Exempt Bond Fund may invest its assets in municipal bonds whose principal and interest payments are guaranteed by a private insurance company. Although these bonds have private insurance guarantees, Advisors performs an independent analysis and review of the underlying municipal obligor to determine the appropriateness of the investment for the Fund. Credit crises have in the past adversely affected, and may in the future adversely affect, private financial insurance companies that offer insurance guarantees on municipal bonds. This insurance may be: (1) purchased by the bond issuer at the time of issuance; (2) purchased by the Fund to guarantee specific bonds only while held by the Fund; or (3) purchased by an investor after the bond has been issued to guarantee the bond until its maturity date.

Municipal Floating and Variable Rate Demand Instruments. Floating and variable rate demand bonds and notes are municipal securities ordinarily having stated maturities in excess of one year but which permit their holder to demand payment of principal at any time or at specified intervals. Variable rate demand notes include master demand notes, which are securities that permit the 5–15 Year Laddered Tax-Exempt Bond Fund to invest fluctuating amounts, which may change daily without penalty, pursuant to direct arrangements between the Fund, as lender, and the borrower. These securities have interest rates that fluctuate from time to time and frequently are secured by letters of credit or credit support arrangements provided by banks. Because of the interest rate adjustment feature, floating and variable rate securities provide a Fund with a certain degree of protection against interest rate increases, although floating and variable rate securities are subject to any declines in interest rates as well. Generally, changes in interest rates will have a smaller effect on the market value of floating and variable rate securities than on the market value of comparable fixed-rate obligations. Thus, investing in floating and variable rate securities generally allows less opportunity for capital appreciation and depreciation than investing in comparable fixed-rate securities.

Use of letters of credit or credit support arrangements generally will not adversely affect the tax-exempt status of variable rate demand notes. Because they are direct lending arrangements between the lender and borrower, variable rate demand notes generally will not be traded and no established secondary market generally exists for them, although they are redeemable at face value. If variable rate demand notes are not secured by letters of credit or other credit support arrangements, the right to demand payment on them will be dependent on the ability of the borrower to pay principal and interest on demand. Each obligation purchased by the 5–15 Year Laddered Tax-Exempt Bond Fund will meet the quality criteria established by Advisors for the purchase of municipal securities. Advisors considers on an ongoing basis the creditworthiness of the issuers of the floating and variable rate demand securities in the Fund’s portfolio.

Participation Interests. A participation interest in a municipal security gives the purchaser an undivided interest in the municipal obligation in the proportion that the purchaser’s participation interest bears to the total principal amount of the municipal obligation. These instruments may have fixed, floating or variable rates of interest. If the participation interest is unrated, or has been given a rating below one that is otherwise permissible for purchase by the 5–15 Year Laddered Tax-Exempt Bond Fund, the participation interest will be backed by an irrevocable letter of credit or guarantee of a bank that Advisors has determined meets certain quality standards established by the Board of Trustees, or the payment obligation otherwise will be collateralized by U.S. Government securities. The 5–15 Year Laddered Tax-Exempt Bond Fund will have the right, with respect to certain participation interests, to demand payment, on a specified number of days’ notice, for all or any part of the Fund’s participation interest in the municipal obligation, plus accrued interest. The 5–15 Year Laddered Tax-Exempt Bond Fund intends to exercise its right to demand payment only upon a default under the terms of the municipal obligation, or to maintain or improve the quality of its investment portfolio. The 5–15 Year Laddered Tax-Exempt Bond Fund will invest no more than 5% of the value of its assets in participation interests.

TIAA-CREF Funds ■ Statement of Additional Information 41

Municipal Obligation Components. The interest payments on municipal securities can be divided into two different and variable components, which together result in a fixed interest rate. Typically, the first of the components (the “Auction Component”) pays an interest rate that is reset periodically through an auction process, whereas the second of the components (the “Residual Component”) pays a residual interest rate based on the difference between the total interest paid by the issuer on the municipal obligation and the auction rate paid on the Auction Component. The components can be purchased separately. Because the interest rate paid to holders of Residual Components is generally determined by subtracting the interest rate paid to the holders of Auction Components from a fixed amount, the interest rate paid to Residual Component holders will decrease as the Auction Component’s rate increases and increase as the Auction Component’s rate decreases. Moreover, the extent of the increases and decreases in market value of Residual Components may be larger than comparable changes in the market value of an equal principal amount of a fixed-rate municipal obligation having similar credit quality, redemption provisions and maturity.

Municipal Custody Receipts. The 5–15 Year Laddered Tax-Exempt Bond Fund also may acquire custodial receipts of certificates underwritten by securities dealers or banks that evidence ownership of future interest payments, principal payments, or both, on certain municipal securities. The underwriter of these certificates or receipts typically purchases municipal securities and deposits the securities in an irrevocable trust or custody account with a custodian bank, which then issues receipts or certificates that evidence ownership of the periodic unmatured coupon payments and the final principal payment on the securities. Custody receipts evidencing specific coupon or principal payments have the same general attributes as zero coupon municipal securities described above. Although under the terms of a custody receipt the Fund would be typically authorized to assert its rights directly against the issuer of the underlying obligation, the Fund could be required to assert through the custodian bank those rights as may exist against the underlying issuers. Thus, in the event the underlying issuer fails to pay principal and/or interest when due, the Fund may be subject to delays, expenses and risks that are greater than those that would have been involved if the Fund had purchased a direct obligation of the issuer. In addition, in the event that the trust or custody account in which the underlying security has been deposited is determined to be an association taxable as a corporation, instead of a non-taxable entity, the yield on the underlying security would be reduced in recognition of any taxes paid.

Tax Risk. Income from tax-exempt municipal obligations could be declared taxable because of unfavorable changes in tax laws, adverse interpretations by the IRS or the non-compliant conduct of a bond issuer.

Other policies

Other Investment Techniques and Opportunities. The Funds may take certain actions with respect to merger proposals, tender offers, conversion of equity-related securities and other investment opportunities with the objective of enhancing the portfolio’s overall return, regardless of how these actions may affect the weight of the particular securities in the Funds’ portfolios.

Industry Concentration. With the exception of the Real Estate Securities Fund, none of the Funds will concentrate more than 25% of its total assets in any one industry.

Special Risks Related to Cybersecurity. With the increased use of technologies such as the internet to conduct business, the Funds and their service providers (including, but not limited to, the Funds’ custodian, transfer agent and financial intermediaries) are susceptible to cybersecurity risks. In general, cybersecurity attacks can result from infection by computer viruses or other malicious software or from deliberate actions or unintentional events, including gaining unauthorized access through hacking or other means to digital systems, networks, or devices that are used to service the Funds’ operations in order to misappropriate assets or sensitive information, corrupt data, or cause operational disruption. Cybersecurity attacks can also be carried out in a manner that does not require gaining unauthorized access, including by carrying out a “denial-of-service” attack on a Fund or its service providers’ websites. In addition, authorized persons could inadvertently or intentionally release confidential or proprietary information stored on the Trust’s or a Fund’s systems.

Cybersecurity failures by Advisors or its affiliated investment advisers, other service providers, or the issuers of the portfolio securities in which a Fund invests have the ability to result in disruptions to and impacts on business operations. Such disruptions or impacts may result in financial losses, interference with the Funds’ ability to calculate their NAVs, barriers to trading, Fund shareholders’ inability to transact business with a Fund, violations of applicable federal and state privacy or other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. The Funds and their service providers may also maintain sensitive information (including relating to personally identifiable information of investors) and a cybersecurity breach may cause such information to be lost, improperly accessed, used or disclosed. The Funds may incur additional, incremental costs to prevent and mitigate the risks of cybersecurity attacks or incidents in the future. The Funds and their shareholders could be negatively impacted by such attacks or incidents. Although Advisors and its affiliated investment advisers have established business continuity plans and risk-based processes and controls to address such cybersecurity risks, there are inherent limitations in such plans and systems in part due to the evolving nature of technology and cybersecurity attack tactics. The use of cloud-based service providers could heighten or change these risks. In addition, work-from-home arrangements by the Funds, Advisors or their service providers could increase

42 Statement of Additional Information ■ TIAA-CREF Funds

all of the above risks, create additional data and information accessibility concerns, and make the Funds, Advisors or their service providers susceptible to operational disruptions, any of which could adversely impact their operations. As a result, it is possible that the Funds, Advisors or its affiliated investment advisers or a Fund’s service providers will not be able to adequately identify or prepare for all cybersecurity attacks. In addition, the Funds cannot directly control the cybersecurity plans or systems implemented by their service providers or issuers in which they invest.

Regulation S Securities Risk. As described more fully in its Prospectus, the International Bond Fund may seek exposure to Regulation S securities through its investment in the Regulation S Subsidiary. Regulation S securities may be less liquid than publicly traded securities as a result of legal or contractual restrictions on resale. If a Regulation S security is determined to be illiquid, the investment will be included with a Fund’s 15% of net assets limitation on investment in illiquid investments. Regulation S securities may be resold in privately negotiated transactions but the price realized in such resales could be less than the amount originally paid. Further, because Regulation S securities are not publicly traded, they may not be subject to the same disclosure and other investor protection requirements that would be applicable to publicly traded securities. As a result, Regulation S securities may involve a high degree of business and financial risk and may result in losses.

Investment in Wholly Owned Subsidiaries. The Subsidiaries are Cayman Islands exempted companies that are wholly owned and controlled by the International Bond Fund and each is overseen by its own board of directors. The International Bond Fund is the sole shareholder of the Subsidiaries and it is not currently expected that shares of the Subsidiaries will be sold or offered to other investors. It is expected that the Regulation S Subsidiary will invest primarily in Regulation S securities and that the TEFRA Bond Subsidiary will invest primarily in TEFRA Bonds. As a result, the International Bond Fund, through its investment in the Subsidiaries, is indirectly exposed to the risks associated with Regulation S securities and TEFRA Bonds. There can be no assurance that the investment objective of the International Bond Fund or the Subsidiaries will be achieved.

The Subsidiaries are not registered under the 1940 Act and, therefore, are not subject to the investor protection provisions of the 1940 Act (unless otherwise noted in the International Bond Fund’s Prospectus or this SAI). As an investor in the Subsidiaries, the International Bond Fund does not have all of the protections offered to investors by the 1940 Act. However, the Subsidiaries are wholly owned and controlled by the International Bond Fund and managed by Advisors. Therefore, the International Bond Fund’s ownership and control of the Subsidiaries make it unlikely that the Subsidiaries would take actions contrary to the interests of the International Bond Fund or its shareholders. Changes in the laws of the United States and/or the Cayman Islands could result in the inability of the International Bond Fund to invest in the Subsidiaries as described in the International Bond Fund’s Prospectus and in this SAI and could adversely affect the International Bond Fund. For example, the Cayman Islands currently does not impose certain taxes on exempted companies like the Subsidiaries, including income and capital gains tax, among others. If Cayman Islands laws were changed to require such entities to pay Cayman Islands taxes, the investment returns of the Fund would likely decrease.

Risks of Investments in the International Bond Fund’s TEFRA Bond Subsidiary. The International Bond Fund may also seek exposure to TEFRA Bonds through investment of up to 25% of its total assets in the TEFRA Bond Subsidiary. Under applicable U.S. Treasury regulations, the Fund’s income inclusion with respect to a subsidiary will generally be treated as qualifying income under Subchapter M of the Code if either (A) there is a distribution out of the earnings and profits of the subsidiary that are attributable to such income inclusion or (B) such inclusion is derived with respect to the Fund’s business of investing in stock, securities, or currencies. The tax treatment of the International Bond Fund’s investments in the TEFRA Bond Subsidiary could affect whether income derived from such investments is qualifying income, or otherwise affect the character, timing and/or amount of the Fund’s taxable income or any gains and distributions made by the Fund.

Liquidation of Funds. The Board of Trustees may determine to close and/or liquidate a Fund at any time, which may have adverse tax consequences to the shareholders of such Fund. In the event of the liquidation of a Fund, shareholders will receive a liquidating distribution in cash or in-kind equal to their proportionate interest in the Fund. A liquidating distribution may be a taxable event to shareholders, resulting in a gain or loss for tax purposes, depending upon a shareholder’s basis in their shares of the Fund. A shareholder of a liquidating Fund will not be entitled to any refund or reimbursement of expenses borne, directly or indirectly, by the shareholder (such as shareholder account fees (if any) or fund operating expenses), and a shareholder may receive an amount in liquidation less than the shareholder’s original investment.

Portfolio Turnover. Generally, the transactions in which a Fund engages are reflected in the Fund’s portfolio turnover rate (although the Money Market Fund does not have a portfolio turnover rate). The rate of portfolio turnover is calculated by dividing the lesser of the amount of purchases or sales of portfolio securities during the fiscal year by the monthly average of the value of the Fund’s portfolio securities (excluding from the computation all securities, including options, with maturities at the time of acquisition of one year or less). A high rate of portfolio turnover generally involves correspondingly greater brokerage commission expenses, which must be borne directly by the Fund and ultimately by the Fund’s shareholders. However, because portfolio turnover is not a limiting factor in determining whether or not to sell portfolio securities, a particular investment may be sold at any time, if investment judgment or account operations make a sale advisable.

For the fiscal year ended October 31, 2023, the portfolio turnover rate of one Fund significantly changed from the portfolio turnover rates in 2022 as a result of a variety of factors.

TIAA-CREF Funds ■ Statement of Additional Information 43

The Emerging Markets Equity Fund’s portfolio turnover rate decreased to 67% for the twelve-month period ended October 31, 2023 as compared to 108% for the twelve-month period ended October 31, 2022. The decrease in portfolio turnover was primarily attributable to robust positioning efforts over the last two years by the portfolio management team as well as a concerted effort to uphold certain liquid large-cap positions through periods of recent short-term market volatility.

For the fiscal year ended March 31, 2023, the portfolio turnover rates of six Funds significantly changed from portfolio turnover rates in 2022 as a result of a variety of factors.

The Core Bond Fund’s portfolio turnover rate decreased to 152% for the twelve-month period ended March 31, 2023 as compared to 295% for the twelve-month period ended March 31, 2022. The decrease in portfolio turnover was primarily attributable to mortgage dollar roll activity.

The Core Impact Bond Fund’s portfolio turnover rate decreased to 171% for the twelve-month period ended March 31, 2023 as compared to 255% for the twelve-month period ended March 31, 2022. The decrease in portfolio turnover was primarily attributable to mortgage dollar roll activity.

The Core Plus Bond Fund’s portfolio turnover rate decreased to 143% for the twelve-month period ended March 31, 2023 as compared to 251% for the twelve-month period ended March 31, 2022. The decrease in portfolio turnover was primarily attributable to mortgage dollar roll activity.

The Short Duration Impact Bond Fund’s portfolio turnover rate increased to 317% for the twelve-month period ended March 31, 2023 as compared to 76% for the twelve-month period ended March 31, 2022. The increase in portfolio turnover was primarily attributable to increased asset flows as well as heightened market volatility and portfolio re-positioning as compared to the prior twelve months, resulting in more frequent trading opportunities.

The Short-Term Bond Fund’s portfolio turnover rate increased to 157% for the twelve-month period ended March 31, 2023 as compared to 104% for the twelve-month period ended March 31, 2022. The increase in portfolio turnover was primarily attributable to heightened market volatility and portfolio re-positioning as compared to the prior twelve months, resulting in more frequent trading opportunities.

The 5-15 Year Laddered Tax-Exempt Bond Fund’s portfolio turnover rate increased to 15% for the twelve-month period ended March 31, 2023 as compared to 9% for the twelve-month period ended March 31, 2022. The increase in portfolio turnover was primarily attributable to increased market volatility which resulted in slightly higher redemptions and the mechanistic portfolio construction which had kept portfolio turnover somewhat low previously, requiring larger maturity block sizes to be rolled.

The Funds do not have fixed policies on portfolio turnover, although, because a higher portfolio turnover rate will increase brokerage costs, Advisors will carefully weigh the added costs of short-term investment against the gains anticipated from such transactions. To the extent that the Funds have investors that are funds or pools managed by Advisors, transaction activity by these funds or pools may contribute to the Funds’ portfolio turnover rate and may increase the Funds’ brokerage costs.

Disclosure of portfolio holdings

The Board has adopted policies and procedures reasonably designed to prevent selective disclosure of each Fund’s portfolio holdings to third parties, other than disclosures of Fund portfolio holdings that are consistent with the best interests of Fund shareholders. Fund portfolio holdings disclosure refers to sharing of positional information at the security or investment level either in dollars, shares, or as a percentage of the Fund’s market value. As a general rule, except as described below, the Trust and Advisors will not disclose a Fund’s portfolio holdings to third parties, except as of the end of a calendar month, and no earlier than the 20th day following month-end. The Trust and Advisors may disclose a Fund’s portfolio holdings to all third parties who request it after that period.

With respect to the Money Market Fund, the Fund posts on its website (www.tiaa.org) the Fund’s portfolio holdings as of the last business day of each calendar month within five business days after the end of such month. Such postings will remain accessible on the Fund’s website for at least six calendar months.

The Trust and Advisors may disclose a Fund’s portfolio holdings to third parties outside the time restrictions described above as follows:

· The ten largest portfolio holdings of any Fund and all holdings of any fund of funds may be disclosed to third parties ten days after the end of the calendar month. Individual securities outside of the top ten that were materially positive or negative contributors to Fund performance may also be distributed in broadly disseminated portfolio commentaries beginning ten days after the end of the calendar month.

· Fund portfolio holdings in any particular security can be made available to stock exchanges, regulators or issuers, in each case subject to approval of the Trust’s Chief Compliance Officer (“CCO”), a Director in Funds Compliance, or an individual employed by Advisors holding the title of Vice President and Associate General Counsel or above.

· Fund portfolio holdings can be made available to rating and ranking organizations (e.g., Morningstar) subject to a written confidentiality agreement between the recipient and Advisors that includes provisions restricting trading on the information provided.

44 Statement of Additional Information ■ TIAA-CREF Funds

· Fund portfolio holdings can be made available to any other third party, as long as the recipient has a legitimate business need for the information and the disclosure of Fund portfolio holdings information to that third party is:

· approved by an individual holding the title of Funds Treasurer, Chief Investment Officer, Nuveen Equities and Fixed Income, a Managing Director who is a direct report to a Chief Investment Officer, or above;

· approved by an individual holding the title of Managing Director and Associate General Counsel or above;

· reported to the Trust’s and Advisors’ CCO; and

· subject to a written confidentiality agreement between the recipient and Advisors under which the third party agrees not to trade on the information provided.

· As may be required by law or by the rules or regulations of the SEC or by the laws or regulations of a foreign jurisdiction in which the Fund invests.

On an annual basis, compliance with these portfolio holdings disclosure procedures will be reviewed as part of the CCOs’ annual compliance reviews with the respective Boards of Trustees of the Trust and of Advisors, and the Boards will receive a current copy of the procedures for their review and approval.

Currently, the Funds have ongoing arrangements to disclose, in accordance with the time restrictions and other provisions of the Funds’ portfolio holdings disclosure policy, their portfolio holdings to the following recipients: Lipper, Inc., a Reuters Company; Morningstar, Inc.; Mellon Analytical Solutions; S&P; The Thomson Corporation; Command Financial Press; the Investment Company Institute; Donnelley Financial Solutions; Bloomberg Finance, L.P.; Data Explorers Limited; eA Data Automation Services LLC; Markit on Demand; Objectiva Software (d/b/a Nu:Pitch); CoreOne Technologies; Cabot Research, LLC; Glass, Lewis & Co., LLC; Brown Brothers Harriman & Co.; Fidelity Information Services, LLC; EquiLend Holdings LLC; FactSet Research Systems Inc.; Sherpa Funds Technology Pte Ltd; and the lenders under the Funds’ credit facility (Deutsche Bank AG, New York Branch; JPMorgan Chase Bank, N.A.; Citibank, N.A.; State Street Bank and Trust Company; Bank of America, N.A.; Barclays Bank PLC; BNP Paribas; Goldman Sachs Bank USA; Morgan Stanley Bank, N.A.; HSBC Bank USA, N.A.; The Bank of New York Mellon; U.S. Bank National Association; Bank of Montreal, Chicago Branch; and Wells Fargo Bank, N.A.). The Funds’ portfolio holdings are also disclosed on TIAA’s corporate website at www.tiaa.org and on Nuveen’s website at www.nuveen.com. Certain of these entities receive portfolio holdings information prior to 20 days after the end of the most recent calendar month. No compensation was received by the Funds, Advisors or their affiliates as part of these arrangements to disclose portfolio holdings of the Funds.

In addition, occasionally the Trust and Advisors disclose to certain broker-dealers a Fund’s portfolio holdings, in whole or in part, in order to assist the portfolio managers when they are determining the Fund’s portfolio management and trading strategies. These disclosures are done in accordance with the Funds’ portfolio holdings disclosure policy and are covered by confidentiality agreements. Disclosures of portfolio holdings information will be made to the Funds’ independent registered public accounting firm in connection with the preparation of public filings. Disclosure of portfolio holdings information, including current portfolio holdings information, may be made to counsel to the Funds or counsel to the Funds’ independent trustees in connection with periodic meetings of the Board of Trustees and otherwise from time to time in connection with the Funds’ operations. Also, State Street Bank and Trust Company, as the Funds’ custodian, fund accounting agent and securities lending agent, receives a variety of confidential information (including portfolio holdings) in order to process, account for and safekeep the Funds’ assets. Disclosure may also be made to other affiliates and service providers of the Funds or Advisors, including distributors, pricing vendors, financial printers and proxy voting agents, to the extent such disclosure is necessary for them to fulfill their obligations to the Funds.

The entities to which the Funds voluntarily disclose portfolio holdings information are required, either by explicit agreement or by virtue of their respective duties to the Funds, to maintain the confidentiality of the information disclosed. There can be no assurance that the Funds’ policies and procedures regarding selective disclosure of the Funds’ holdings will protect the Funds from potential misuse of that information by individuals or entities to which it is disclosed.

The Funds send summaries of their portfolio holdings to shareholders semi-annually as part of the Funds’ annual and semi-annual reports. Complete portfolio holdings are also filed with the SEC through Form N-CSR and Form N-PORT. Portfolio holdings information filed on Form N-CSR and on Form N-PORT (for the last month of each fiscal quarter) is available on and can be accessed from the SEC’s website at www.sec.gov approximately 60 days after the end of each quarter. With respect to the Money Market Fund, complete portfolio holdings are filed with the SEC on a monthly basis through Form N-MFP and are made publicly available on the SEC’s website approximately five business days after the end of each month. You can request more frequent portfolio holdings information, subject to the Funds’ policy as stated above, by writing to the Funds at TIAA-CREF Funds, P.O. Box 4674, New York, NY 10164.

In addition, Advisors has adopted a policy regarding distribution of portfolio attribution analyses and related data and commentary (“Portfolio Data”). This policy permits Advisors to provide oral or written information about the Funds, including, but not limited to, how each Fund’s investments are divided among: various sectors; industries; countries; value and growth stocks; small-, mid- and large-cap stocks; and various asset classes such as stocks, bonds, currencies and cash; as well as types of bonds, bond maturities, bond coupons and bond credit quality ratings. Portfolio Data may also include information on how these

TIAA-CREF Funds ■ Statement of Additional Information 45

various weightings and factors contributed to Fund performance including the attribution of a Fund’s return by asset class, sector, industry and country. Portfolio Data may also include various financial characteristics of a Fund or its underlying portfolio securities, including, but not limited to, alpha, beta, R-squared, duration, maturity, information ratio, Sharpe ratio, earnings growth, payout ratio, price/book value, projected earnings growth, return on equity, standard deviation, tracking error, weighted average quality, market capitalization, percent debt to equity, price to cash flow, dividend yield or growth, default rate, portfolio turnover and risk and style characteristics.

Portfolio Data may be based on a Fund’s most recent quarter-end portfolio, month-end portfolio or some other interim period. Portfolio Data may be provided to members of the press, participants in the Fund, persons considering investing in the Fund, or representatives of such participants or potential participants, such as consultants, financial intermediaries, fiduciaries of a 401(k) plan or a trust and their advisers and rating and ranking organizations. While Advisors will provide Portfolio Data to persons upon appropriate request, the content and nature of the information provided to any person or category of persons may differ. Please contact TIAA for information about obtaining Portfolio Data. Advisors may restrict access to any or all Portfolio Data in its sole discretion, including, but not limited to, if Advisors believes the release of such Portfolio Data may be harmful to the Fund.

Advisors serves as investment adviser to various other funds and accounts that may have investment objectives, strategies and portfolio holdings that are substantially similar to or overlap with those of the Funds, and in some cases, these funds may publicly disclose portfolio holdings on a more frequent basis than is required for the Funds. As a result, it is possible that other market participants may use such information for their own benefit, which could negatively impact the Funds’ execution of purchase and sale transactions.

Management

The management of the Trust, including general supervision of the duties performed for the Funds by Advisors under the Management Agreement (as defined below), is the responsibility of the Board of Trustees. The number of trustees of the Trust is twelve, all of whom are not interested persons of the Funds as defined in Section 2(a)(19) of the 1940 Act (referred to herein as “independent trustees”). None of the independent trustees has ever been a trustee, director or employee of, or consultant to, Advisors or its affiliates. The names, business addresses and years of birth of the trustees and officers of the Funds, their principal occupations and other affiliations during the past five years, the number of portfolios each trustee oversees and other directorships they hold are set forth below. Except as noted in the table below, the trustees of the Trust are directors or trustees, as the case may be, of 212 Nuveen-sponsored registered investment companies (the “Nuveen Funds”), which include 147 open-end mutual funds, including the Funds (the “Nuveen Mutual Funds”), 46 closed-end funds and 19 exchange-traded funds.

46 Statement of Additional Information ■ TIAA-CREF Funds


Name, address and year of birth	Position(s) held with Trust	Term of office and length of time served with the Trust	Principal occupation(s) during past 5 years	Number of portfolios in fund complex overseen by Trustee	Other directorships held by Trustee during past 5 years

Independent Trustees:

Joseph A. Boateng^* 730 Third Avenue New York, NY 10017 1963	Trustee	Term—Indefinite. Length of Service— Since 2019.	Chief Investment Officer, Casey Family Programs (since 2007); formerly, Director of U.S. Pension Plans, Johnson & Johnson (2002-2006).	191	Board Member, Lumina Foundation (since 2018) and Waterside School (since 2021); Board Member (2012-2019) and Emeritus Board Member (since 2020), Year-Up Puget Sound; Investment Advisory Committee Member and Former Chair (since 2007), Seattle City Employees’ Retirement System; Investment Committee Member (since 2012), The Seattle Foundation.


Michael A. Forrester^* 730 Third Avenue New York, NY 10017 1967	Trustee	Term—Indefinite. Length of Service— Since 2007.	Formerly, Chief Executive Officer (2014–2021) and Chief Operating Officer (2007–2014), Copper Rock Capital Partners, LLC.	191	Trustee, Dexter Southfield School (since 2019); Member (since 2020), Governing Council of the Independent Directors Council (IDC).


Thomas J. Kenny 730 Third Avenue New York, NY 10017 1963	Co-Chair of the Board and Trustee	Term—Indefinite. Length of Service— Since 2011. Co-Chair since 2024 for term ending December 31, 2024.	Formerly, Advisory Director (2010–2011), Partner (2004–2010), Managing Director (1999–2004) and Co-Head of Global Cash and Fixed Income Portfolio Management Team (2002–2010), Goldman Sachs Asset Management.	212	Director (since 2015) and Chair of the Finance and Investment Committee (since 2018), Aflac Incorporated; Director (since 2018), ParentSquare; formerly, Director (2021-2022) and Finance Committee Chair (2016-2022), Sansum Clinic; formerly, Advisory Board Member (2017-2019), B’Box; formerly, Member (2011-2012), the University of California at Santa Barbara Arts and Lectures Advisory Council; formerly, Investment Committee Member (2012-2020), Cottage Health System; formerly, Board member (2009-2019) and President of the Board (2014-2018), Crane Country Day School.


Amy B. R. Lancellotta 333 West Wacker Drive Chicago, IL 60606 1959	Trustee	Term—Indefinite. Length of Service— Since 2024.	Formerly, Managing Director, IDC (supports the fund independent director community and is part of the Investment Company Institute (ICI), which represents regulated investment companies) (2006-2019); formerly, various positions with ICI (1989-2006).	212	President (since 2023) and Member (since 2020) of the Board of Directors, Jewish Coalition Against Domestic Abuse (JCADA).

TIAA-CREF Funds ■ Statement of Additional Information 47


Name, address and year of birth	Position(s) held with Trust	Term of office and length of time served with the Trust	Principal occupation(s) during past 5 years	Number of portfolios in fund complex overseen by Trustee	Other directorships held by Trustee during past 5 years
Joanne T. Medero 333 West Wacker Drive Chicago, IL 60606 1954	Trustee	Term—Indefinite. Length of Service— Since 2024.	Formerly, Managing Director, Government Relations and Public Policy (2009-2020) and Senior Advisor to the Vice Chairman (2018-2020), BlackRock, Inc. (global investment management firm); formerly, Managing Director, Global Head of Government Relations and Public Policy, Barclays Group (IBIM) (investment banking, investment management businesses) (2006-2009); formerly, Managing Director, Global General Counsel and Corporate Secretary, Barclays Global Investors (global investment management firm) (1996-2006); formerly, Partner, Orrick, Herrington & Sutcliffe LLP (law firm) (1993-1995); formerly, General Counsel, Commodity Futures Trading Commission (government agency overseeing U.S. derivatives markets) (1989-1993); formerly, Deputy Associate Director/Associate Director for Legal and Financial Affairs, Office of Presidential Personnel, The White House (1986-1989).	212	Member (since 2019) of the Board of Directors, Baltic-American Freedom Foundation (seeks to provide opportunities for citizens of the Baltic states to gain education and professional development through exchanges in the U.S.).


Albin F. Moschner 333 West Wacker Drive Chicago, IL 60606 1952	Trustee	Term—Indefinite. Length of Service— Since 2024.	Founder and Chief Executive Officer, Northcroft Partners, LLC (management consulting) (since 2012); formerly, held positions at Leap Wireless International, Inc.,(consumer wireless service) including Consultant (2011-2012), Chief Operating Officer (2008-2011) and Chief Marketing Officer (2004-2008); formerly, President, Verizon Card Services division of Verizon Communications, Inc.(telecommunications services) (2000-2003); formerly, President, One Point Services at One Point Communications (telecommunications services) (1999-2000); formerly, Vice Chairman of the Board, Diba, Incorporated (internet technology provider) (1996-1997); formerly, various executive positions (1991-1996) and Chief Executive Officer (1995-1996) of Zenith Electronics Corporation (consumer electronics).	212	Formerly, Chairman (2019) and Director (2012-2019), USA Technologies, Inc. (a provider of solutions and services to facilitate electronic payment transactions); formerly, Director, Wintrust Financial Corporation (1996-2016).


John K. Nelson 333 West Wacker Drive Chicago, IL 60606 1962	Trustee	Term—Indefinite. Length of Service— Since 2024.	Formerly, Senior External Advisor to the Financial Services practice of Deloitte Consulting LLP. (2012-2014); Chief Executive Officer of ABN AMRO Bank N.V., North America, and Global Head of the Financial Markets Division (2007-2008), with various executive leadership roles in ABN AMRO Bank N.V. between 1996 and 2007.	212	Formerly, Member of Board of Directors (2008-2023) of Core12 LLC (private firm which develops branding, marketing and communications strategies for clients); formerly, Member of the President’s Council (2010-2019) of Fordham University; formerly, Director (2009-2018) of the Curran Center for Catholic American Studies.


Loren M. Starr^† 730 Third Avenue New York, NY 10017 1961	Trustee	Term—Indefinite. Length of Service— Since 2022.	Independent Consultant/Advisor (since 2021); formerly, Vice Chair, Senior Managing Director (2020–2021), Chief Financial Officer, Senior Managing Director (2005–2020), Invesco Ltd.	211	Director (since 2023) and Audit Committee member (since 2024), AMG; formerly, Chair and Member of the Board of Directors (2014-2021), Georgia Leadership Institute for School Improvement (GLISI); formerly, Chair and Member of the Board of Trustees (2014-2018), Georgia Council on Economic Education (GCEE).

48 Statement of Additional Information ■ TIAA-CREF Funds


Name, address and year of birth	Position(s) held with Trust	Term of office and length of time served with the Trust	Principal occupation(s) during past 5 years	Number of portfolios in fund complex overseen by Trustee	Other directorships held by Trustee during past 5 years
Matthew Thornton III 333 West Wacker Drive Chicago, IL 60606 1958	Trustee	Term—Indefinite. Length of Service— Since 2024.	Formerly, Executive Vice President and Chief Operating Officer (2018-2019), FedEx Freight Corporation, a subsidiary of FedEx Corporation (“FedEx”) (provider of transportation, e-commerce and business services through its portfolio of companies); formerly, Senior Vice President, U.S. Operations (2006-2018), Federal Express Corporation, a subsidiary of FedEx.	212	Member of the Board of Directors (since 2014), The Sherwin-Williams Company (develops, manufactures, distributes and sells paints, coatings and related products); Member of the Board of Directors (since 2020), Crown Castle International (provider of communications infrastructure); formerly, Member of the Board of Directors (2012-2018), Safe Kids Worldwide^® (a non-profit organization dedicated to preventing childhood injuries).


Terence J. Toth 333 West Wacker Drive Chicago, IL 60606 1959	Co-Chair of the Board and Trustee	Term—Indefinite. Length of Service— Since 2024. Co-Chair for term ending June 30, 2024.	Formerly, Co-Founding Partner, Promus Capital (investment advisory firm) (2008-2017); formerly, Director of Quality Control Corporation (manufacturing) (2012- 2021); formerly, Director, Fulcrum IT Service LLC (information technology services firm to government entities) (2010-2019); formerly, Director, LogicMark LLC (health services) (2012-2016); formerly, Director, Legal & General Investment Management America, Inc. (asset management) (2008-2013); formerly, CEO and President, Northern Trust Global Investments (financial services) (2004-2007); Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (financial services) (since 1994).	212	Chair and Member of the Board of Directors (since 2021), Kehrein Center for the Arts (philanthropy); Member of the Board of Directors (since 2008), Catalyst Schools of Chicago (philanthropy); Member of the Board of Directors (since 2012), formerly, Investment Committee Chair (2017-2022), Mather Foundation (philanthropy); formerly, Member (2005-2016), Chicago Fellowship Board (philanthropy); formerly, Member, Northern Trust Mutual Funds Board (2005-2007), Northern Trust Global Investments Board (2004-2007), Northern Trust Japan Board (2004-2007), Northern Trust Securities Inc. Board (2003-2007) and Northern Trust Hong Kong Board (1997-2004).

Margaret L. Wolff 333 West Wacker Drive Chicago, IL 60606 1955	Trustee	Term—Indefinite. Length of Service— Since 2024.	Formerly, Of Counsel (2005-2014), Skadden, Arps, Slate, Meagher & Flom LLP (Mergers & Acquisitions Group) (legal services).	212	Member of the Board of Trustees (since 2005), New York-Presbyterian Hospital; Member of the Board of Trustees (since 2004) formerly, Chair (2015-2022), The John A. Hartford Foundation (philanthropy dedicated to improving the care of older adults); formerly, Member (2005-2015) and Vice Chair (2011-2015) of the Board of Trustees of Mt. Holyoke College; formerly, Member of the Board of Directors (2013-2017) of Travelers Insurance Company of Canada and The Dominion of Canada General Insurance Company (each, a part of Travelers Canada, the Canadian operation of The Travelers Companies, Inc.).

TIAA-CREF Funds ■ Statement of Additional Information 49


Name, address and year of birth		Position(s) held with Trust	Term of office and length of time served with the Trust	Principal occupation(s) during past 5 years	Number of portfolios in fund complex overseen by Trustee	Other directorships held by Trustee during past 5 years
Robert L. Young 333 West Wacker Drive Chicago, IL 60606 1963		Trustee	Term—Indefinite. Length of Service— Since 2024. Co-Chair as of July 1, 2024 for term ending December 31, 2024.	Formerly, Chief Operating Officer and Director, J.P. Morgan Investment Management Inc. (financial services) (2010-2016); formerly, President and Principal Executive Officer (2013-2016) and Senior Vice President and Chief Operating Officer (2005-2010), of J.P. Morgan Funds; formerly, Director and various officer positions for J.P. Morgan Investment Management Inc. (formerly, JPMorgan Funds Management, Inc. and formerly, One Group Administrative Services) and JPMorgan Distribution Services, Inc. (financial services) (formerly, One Group Dealer Services, Inc.) (1999-2017).	212	None.


^*	Mr. Boateng and Mr. Forrester were each elected or appointed as a board member of each of the Nuveen Funds except Nuveen Core Equity Alpha Fund, Nuveen Core Plus Impact Fund, Nuveen Credit Strategies Income Fund, Nuveen Dow 30SM Dynamic Overwrite Fund, Nuveen Floating Rate Income Fund, Nuveen Global High Income Fund, Nuveen Minnesota Quality Municipal Income Fund, Nuveen Missouri Quality Municipal Income Fund, Nuveen Mortgage and Income Fund, Nuveen Multi-Asset Income Fund, Nuveen Multi-Market Income Fund, Nuveen Municipal Credit Opportunities Fund, Nuveen NASDAQ 100 Dynamic Overwrite Fund, Nuveen Preferred and Income Term Fund, Nuveen Preferred & Income Opportunities Fund, Nuveen Real Asset Income and Growth Fund, Nuveen Real Estate Income Fund, Nuveen S&P 500 Dynamic Overwrite Fund, Nuveen S&P 500 Buy-Write Income Fund, Nuveen Variable Rate Preferred & Income Fund, and Nuveen Virginia Quality Municipal Income Fund, for which each serves as a consultant.
^†	Mr. Starr was elected or appointed as a board member of each of the Nuveen Funds except Nuveen Multi-Market Income Fund, for which he serves as a consultant.

50 Statement of Additional Information ■ TIAA-CREF Funds


Name, business address and year of birth	Position(s) held with the Trust	Term of office and length of time served with the Trust	Principal occupation(s) during past five years



Officers of the Trust:



Richard S. Biegen 730 Third Avenue New York, NY 10017 1962	Chief Compliance Officer	Term—Indefinite Length of Service— Since 2008	Senior Managing Director of TIAA; Chief Compliance Officer of the TIAA-CREF Funds, TIAA-CREF Life Funds, College Retirement Equities Fund and TIAA Separate Account VA-1.




Mark J. Czarniecki 901 Marquette Avenue Minneapolis, MN 55402 1979	Vice President and Assistant Secretary	Term— Indefinite Length of Service— Since 2024	Managing Director and Assistant Secretary of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC; Managing Director and Associate General Counsel of Nuveen; Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC; has previously held various positions with Nuveen; Managing Director, Associate General Counsel and Assistant Secretary of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC.


Jordan M. Farris 333 West Wacker Drive Chicago, IL 60606 1980	Chief Administrative Officer (Principal Executive Officer)	Term—Indefinite Length of Service— Since 2024	Managing Director, Head of Product Management and Development, ETFs, of Nuveen; Managing Director of Nuveen Fund Advisors, LLC.


Jeremy D. Franklin 8500 Andrew Carnegie Blvd. Charlotte, NC 28262 1983	Vice President and Assistant Secretary	Term—Indefinite Length of Service— Since 2020	Vice President and Assistant Secretary, Nuveen Fund Advisors, LLC; Vice President, Associate General Counsel and Assistant Secretary, Nuveen Asset Management, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Vice President and Associate General Counsel, Teachers Insurance and Annuity Association of America; Vice President and Assistant Secretary, TIAA-CREF Life Funds; Vice President, Associate General Counsel and Assistant Secretary, TIAA Separate Account VA-1 and College Retirement Equities Fund; has previously held various positions with TIAA.


Diana R. Gonzalez 8500 Andrew Carnegie Blvd. Charlotte, NC 28262 1978	Vice President and Assistant Secretary	Term—Indefinite Length of Service— Since 2024	Vice President and Assistant Secretary of Nuveen Fund Advisors, LLC; Vice President, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Vice President and Associate General Counsel of Nuveen.


Nathaniel T. Jones 333 West Wacker Drive Chicago, IL 60606 1979	Vice President and Treasurer	Term—Indefinite Length of Service— Since 2024	Senior Managing Director of Nuveen; Managing Director of Nuveen Fund Advisors, LLC; has previously held various positions with Nuveen; Chartered Financial Analyst.


Brian H. Lawrence 8500 Andrew Carnegie Blvd. Charlotte, NC 28262 1982	Vice President and Assistant Secretary	Term—Indefinite Length of Service— Since 2024	Vice President and Associate General Counsel of Nuveen; Vice President, Associate General Counsel and Assistant Secretary of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; formerly, Corporate Counsel of Franklin Templeton (2018-2022).


Tina M. Lazar 333 West Wacker Drive Chicago, IL 60606 1961	Vice President	Term—Indefinite Length of Service— Since 2024	Managing Director of Nuveen Securities, LLC.


Brian J. Lockhart 333 West Wacker Drive Chicago, IL 60606 1974	Vice President	Term—Indefinite Length of Service— Since 2024	Senior Managing Director and Head of Investment Oversight of Nuveen; Managing Director of Nuveen Fund Advisors, LLC; has previously held various positions with Nuveen; Chartered Financial Analyst and Certified Financial Risk Manager.


John M. McCann 8500 Andrew Carnegie Blvd. Charlotte, NC 28262 1975	Vice President and Assistant Secretary	Term—Indefinite Length of Service— Since 2015	Managing Director, General Counsel and Secretary of Nuveen Fund Advisors, LLC; Managing Director, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC; Managing Director and Assistant Secretary of TIAA SMA Strategies LLC; Managing Director, Associate General Counsel and Assistant Secretary of College Retirement Equities Fund, TIAA Separate Account VA-1, TIAA-CREF Funds, TIAA-CREF Life Funds, Teachers Insurance and Annuity Association of America, Teacher Advisors LLC, TIAA-CREF Investment Management, LLC and Nuveen Alternative Advisors LLC; has previously held various positions with Nuveen/TIAA.


Kevin J. McCarthy 333 West Wacker Drive Chicago, IL 60606 1966	Vice President and Assistant Secretary	Term— Indefinite Length of Service— Since 2018	Executive Vice President, Secretary and General Counsel of Nuveen Investments, Inc.; Executive Vice President and Assistant Secretary of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC; Executive Vice President and Secretary of Nuveen Asset Management, LLC; Executive Vice President, General Counsel and Secretary of Teachers Advisors, LLC, TIAA-CREF Investment Management, LLC and Nuveen Alternative Investments, LLC; Executive Vice President, Associate General Counsel and Assistant Secretary of TIAA-CREF Funds and TIAA-CREF Life Funds; has previously held various positions with Nuveen/TIAA; Vice President and Secretary of Winslow Capital Management, LLC; formerly, Vice President (2007-2021) and Secretary (2016-2021) of NWQ Investment Management Company, LLC and Santa Barbara Asset Management, LLC.

TIAA-CREF Funds ■ Statement of Additional Information 51


Name, business address and year of birth	Position(s) held with the Trust	Term of office and length of time served with the Trust	Principal occupation(s) during past five years


Jon Scott Meissner 8500 Andrew Carnegie Blvd. Charlotte, NC 28262 1973	Vice President and Assistant Secretary	Term— Indefinite Length of Service— Since 2015	Managing Director, Mutual Fund Tax and Expense Administration of Nuveen, TIAA-CREF Funds, TIAA-CREF Life Funds, TIAA Separate Account VA-1 and the CREF Accounts; Managing Director of Nuveen Fund Advisors, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; has previously held various positions with Nuveen/TIAA.


James Nelson III 730 Third Avenue New York, NY 10017 1976	Vice President	Term—Indefinite Length of Service— Since 2024	Senior Managing Director, Global Head of Product, Publics, Nuveen; formerly, Head of North American Product Management & Pricing, Invesco (2018-2023).


Mary Beth Ramsay 8500 Andrew Carnegie Blvd. Charlotte, NC 28262 1965	Vice President	Term—Indefinite Length of Service— Since 2024	Chief Risk Officer, Nuveen and TIAA Financial Risk; Head of Nuveen Risk & Compliance; Executive Vice President, Teachers Insurance and Annuity Association of America; formerly, Senior Vice President, Head of Sales and Client Solutions (2019-2022) and U.S. Chief Pricing Actuary (2016-2019), SCOR Global Life Americas; Member of the Board of Directors of Society of Actuaries.


William A. Siffermann 333 West Wacker Drive Chicago, IL 60606 1975	Vice President	Term— Indefinite Length of Service— Since 2024	Managing Director of Nuveen.


E. Scott Wickerham 8500 Andrew Carnegie Blvd. Charlotte, NC 28262 1973	Vice President and Controller (Principal Financial Officer)	Term— Indefinite Length of Service— Since 2017	Senior Managing Director, Head of Public Investment Finance of Nuveen; Senior Managing Director of Nuveen Fund Advisors, LLC and Nuveen Asset Management, LLC; Principal Financial Officer, Principal Accounting Officer and Treasurer of the TIAA-CREF Funds, the TIAA-CREF Life Funds, the TIAA Separate Account VA-1 and the CREF Accounts; has previously held various positions with TIAA.


Mark L. Winget 333 West Wacker Drive Chicago, IL 60606 1968	Vice President and Assistant Secretary	Term— Indefinite Length of Service— Since 2024	Vice President and Assistant Secretary of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC; Vice President, Associate General Counsel and Assistant Secretary of Teachers Advisors, LLC, TIAA-CREF Investment Management, LLC and Nuveen Asset Management, LLC; Vice President and Associate General Counsel of Nuveen.


Rachael Zufall 8500 Andrew Carnegie Blvd. Charlotte, NC 28262 1973	Vice President and Secretary	Term – Indefinite Length of Service – Since 2014	Managing Director and Assistant Secretary of Nuveen Fund Advisors, LLC; Managing Director, Associate General Counsel and Assistant Secretary of the CREF Accounts, TIAA Separate Account VA-1, TIAA-CREF Funds and TIAA-CREF Life Funds; Managing Director, Associate General Counsel and Assistant Secretary of Teacher Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director of Nuveen, LLC and of TIAA.

52 Statement of Additional Information ■ TIAA-CREF Funds

Board leadership structure and risk oversight

The Board of Trustees (including the Board of Trustees of the Trust) or the Board of Directors (as the case may be, each is referred to hereafter as the “Board” or “Board of Trustees” and the directors or trustees of the Nuveen Funds, as applicable, are each referred to herein as “trustees”) oversees the operations and management of the Nuveen Funds, including the duties performed for the Nuveen Funds by Advisors or its affiliates. The Board has adopted a unitary board structure. A unitary board consists of one group of trustees who serve on the board of every fund in the Nuveen Fund complex (except with respect to certain Nuveen Funds where certain trustees may instead serve as consultants, as indicated in the “Independent Trustees” table included herein). In adopting a unitary board structure, the trustees seek to provide effective governance through establishing a board, the overall composition of which will, as a body, possess the appropriate skills, diversity (including, among other things, gender, race and ethnicity), independence and experience to oversee the Nuveen Funds’ business. With this overall framework in mind, when the Board, through its Nominating and Governance Committee discussed below, seeks nominees for the Board, the trustees consider, not only the candidate’s particular background, skills and experience, among other things, but also whether such background, skills and experience enhance the Board’s diversity and at the same time complement the Board given its current composition and the mix of skills and experiences of the incumbent trustees. The Nominating and Governance Committee believes that the Board generally benefits from diversity of background (including, among other things, gender, race and ethnicity), skills, experience and views among its members, and considers this a factor in evaluating the composition of the Board, but has not adopted any specific policy on diversity or any particular definition of diversity.

The Board believes the unitary board structure enhances good and effective governance, particularly given the nature of the structure of the investment company complex. Funds in the same complex generally are served by the same service providers and personnel and are governed by the same regulatory scheme which raises common issues that must be addressed by the trustees across the fund complex (such as compliance, valuation, liquidity, brokerage, trade allocation or risk management). The Board believes it is more efficient to have a single board review and oversee common policies and procedures which increases the Board’s knowledge and expertise with respect to the many aspects of fund operations that are complex-wide in nature. The unitary structure also enhances the Board’s influence and oversight over the investment adviser and other service providers.

In an effort to enhance the independence of the Board, the Board also has Co-Chairs that are independent trustees. The Board recognizes that a chair can perform an important role in setting the agenda for the Board, establishing the boardroom culture, establishing a point person on behalf of the Board for Fund management, and reinforcing the Board’s focus on the long-term interests of shareholders. The Board recognizes that a chair may be able to better perform these functions without any conflicts of interests arising from a position with Fund management. Accordingly, the trustees have elected Mr. Kenny to serve as an independent Co-Chair of the Board for a one-year term expiring on December 31, 2024, Mr. Toth to serve as an independent Co-Chair of the Board for a six-month term ending on June 30, 2024, and Mr. Young to serve as an independent Co-Chair of the Board for a six-month term from July 1, 2024 through December 31, 2024. Specific responsibilities of the Co-Chairs include: (i) coordinating with Fund management in the preparation of the agenda for each meeting of the Board; (ii) presiding at all meetings of the Board and of the shareholders; and (iii) serving as a liaison with other trustees, the Trust’s officers and other Fund management personnel, and counsel to the independent trustees. The Co-Chairs perform such other duties as the Board may from time to time determine.

Although the Board has direct responsibility over various matters (such as advisory contracts and underwriting contracts), the Board also exercises certain of its oversight responsibilities through several committees that it has established and which report back to the full Board. The Board believes that a committee structure is an effective means to permit trustees to focus on particular operations or issues affecting the Nuveen Funds, including risk oversight. More specifically, with respect to risk oversight, the Board has delegated matters relating to valuation, compliance and investment risk to certain committees (as summarized below). In addition, the Board believes that the periodic rotation of trustees among the different committees allows the trustees to gain additional and different perspectives of a Nuveen Fund’s operations. The Board has established seven standing committees: the Executive Committee, the Dividend Committee, the Audit Committee, the Compliance, Risk Management and Regulatory Oversight Committee, the Nominating and Governance Committee, the Investment Committee and the Open-End Funds Committee. Because these committees were established January 1, 2024, they did not hold any meetings for the fiscal years ended March 31, 2023 and October 31, 2023. Prior to January 1, 2024, the Board had established different standing committees. During the fiscal year ended March 31, 2023, the former Audit and Compliance Committee met four times, the former Investment Committee met five times, the former Nominating and Governance Committee met five times, and the former Operations Committee met four times. During the fiscal year ended October 31, 2023, the former Audit and Compliance Committee met four times, the former Investment Committee met six times, the former Nominating and Governance Committee met four times, and the former Operations Committee met four times. During the fiscal years ended March 31, 2023 and October 31, 2023, the former Executive Committee and the former Special Emergency Valuation Committee did not meet. The Board may also from time to time create ad hoc committees to focus on particular issues as the

TIAA-CREF Funds ■ Statement of Additional Information 53

need arises. The membership and functions of the standing committees are summarized below. For more information on the Board, please visit www.nuveen.com/fundgovernance.

The Executive Committee, which may meet between regular meetings of the Board, is authorized to exercise all of the powers of the Board. The members of the Executive Committee are Mr. Kenny and Mr. Toth, Co-Chairs, Mr. Nelson and Mr. Young. On July 1, 2024, Mr. Young will replace Mr. Toth as Co-Chair of the Executive Committee. During the fiscal years ended March 31, 2023 and October 31, 2023, the Executive Committee, in its current structure, did not meet.

The Audit Committee assists the Board in the oversight and monitoring of the accounting and financial reporting policies, processes and practices of the Nuveen Funds, and the audits of the financial statements of the Nuveen Funds; the quality and integrity of the financial statements of the Nuveen Funds; the Nuveen Funds’ compliance with legal and regulatory requirements relating to the Nuveen Funds’ financial statements; the independent auditors’ qualifications, performance and independence; and the Valuation Policy of the Nuveen Funds and the internal valuation group of Advisors, as valuation designee for the Nuveen Funds. It is the responsibility of the Audit Committee to select, evaluate and replace any independent auditors (subject only to Board approval and, if applicable, shareholder ratification) and to determine their compensation. The Audit Committee is also responsible for, among other things, overseeing the valuation of securities comprising the Nuveen Funds’ portfolios. The Audit Committee is also primarily responsible for the oversight of the Valuation Policy and actions taken by Advisors, as valuation designee of the Funds, through its internal valuation group, which provides regular reports to the committee, reviews any issues relating to the valuation of the Nuveen Funds’ securities brought to its attention and considers the risks to the Nuveen Funds in assessing the possible resolutions to these matters. The Audit Committee may also consider any financial risk exposures for the Nuveen Funds in conjunction with performing its functions.

To fulfill its oversight duties, the Audit Committee regularly meets with Fund management to discuss the Nuveen Funds’ annual and semi-annual reports and has regular meetings with the external auditors for the Nuveen Funds and Advisors’ internal audit group. In assessing financial risk disclosure, the Audit Committee also may review in a general manner the processes the Board or other Board committees have in place with respect to risk assessment and risk management as well as compliance with legal and regulatory matters relating to the Nuveen Funds’ financial statements. The Audit Committee operates under a written charter adopted and approved by the Board. Members of the Audit Committee shall be independent (as set forth in the charter) and free of any relationship that, in the opinion of the trustees, would interfere with their exercise of independent judgment as an Audit Committee member. The members of the Audit Committee are Mr. Nelson, Chair, Mr. Boateng, Mr. Moschner, Mr. Starr, Ms. Wolff and Mr. Young, each of whom is an independent trustee of the Funds. Mr. Boateng, Mr. Moschner, Mr. Nelson, Mr. Starr and Mr. Young have each been designated as an “audit committee financial expert” as defined by the rules of the SEC. During the fiscal years ended March 31, 2023 and October 31, 2023, the Audit Committee, in its current structure, did not meet.

The Nominating and Governance Committee is responsible for seeking, identifying and recommending to the Board qualified candidates for election or appointment to the Board. In addition, the Nominating and Governance Committee oversees matters of corporate governance, including the evaluation of Board performance and processes, the assignment and rotation of committee members, and the establishment of corporate governance guidelines and procedures, to the extent necessary or desirable, and matters related thereto. The committee recognizes that as demands on the Board evolve over time (such as through an increase in the number of funds overseen or an increase in the complexity of the issues raised), the committee must continue to evaluate the Board and committee structures and their processes and modify the foregoing as may be necessary or appropriate to continue to provide effective governance. Accordingly, the Nominating and Governance Committee has a separate meeting each year to, among other things, review the Board and committee structures, their performance and functions, and recommend any modifications thereto or alternative structures or processes that would enhance the Board’s governance of the Nuveen Funds.

In addition, the Nominating and Governance Committee, among other things, makes recommendations concerning the continuing education of trustees; monitors performance of legal counsel; establishes and monitors a process by which security holders are able to communicate in writing with members of the Board; and periodically reviews and makes recommendations about any appropriate changes to trustee compensation. In the event of a vacancy on the Board, the Nominating and Governance Committee receives suggestions from various sources, including shareholders, as to suitable candidates. Suggestions should be sent in writing to William Siffermann, Manager of Fund Board Relations, Nuveen, LLC, 333 West Wacker Drive, Chicago, IL 60606. The Nominating and Governance Committee sets appropriate standards and requirements for nominations for new trustees and reserves the right to interview any and all candidates and to make the final selection of any new trustees. In considering a candidate’s qualifications, each candidate must meet certain basic requirements, including relevant skills and experience, time availability (including the time requirements for due diligence meetings with sub-advisers and service providers) and, if qualifying as an independent trustee candidate, independence from Advisors and other service providers, including any affiliates of these entities. These skill and experience requirements may vary depending on the current composition of the Board, since the goal is to ensure an appropriate range of skills, diversity and experience, in the aggregate. Accordingly, the particular factors considered and weight given to these factors will depend on the composition of the Board and the skills and backgrounds of the incumbent trustees at the time of consideration of the nominees. All candidates, however,

54 Statement of Additional Information ■ TIAA-CREF Funds

must meet high expectations of personal integrity, independence, governance experience and professional competence. All candidates must be willing to be critical within the Board and with Fund management and yet maintain a collegial and collaborative manner toward other Board members. The Nominating and Governance Committee operates under a written charter adopted and approved by the Board. This committee is composed of the independent trustees of the Nuveen Funds. Accordingly, the members of the Nominating and Governance Committee are Mr. Kenny and Mr. Toth, Co-Chairs, Mr. Boateng, Mr. Forrester, Ms. Lancellotta, Ms. Medero, Mr. Moschner, Mr. Nelson, Mr. Starr, Mr. Thornton, Ms. Wolff and Mr. Young. On July 1, 2024, Mr. Young will replace Mr. Toth as Co-Chair of the Nominating and Governance Committee. During the fiscal years ended March 31, 2023 and October 31, 2023, the Nominating and Governance Committee, in its current structure, did not meet.

The Dividend Committee is authorized to declare distributions (with subsequent ratification by the Board) on the Nuveen Funds’ shares, including, but not limited to, regular and special dividends, capital gains and ordinary income distributions. The Dividend Committee operates under a written charter adopted by the Board. The members of the Dividend Committee are Mr. Thornton, Chair, Ms. Lancellotta, Mr. Nelson and Mr. Starr. During the fiscal years ended March 31, 2023 and October 31, 2023, the Dividend Committee, in its current structure, did not meet.

The Compliance, Risk Management and Regulatory Oversight Committee (the “Compliance Committee”) is responsible for the oversight of compliance issues, risk management and other regulatory matters affecting the Nuveen Funds that are not otherwise the jurisdiction of the other committees. The Board has adopted and periodically reviews policies and procedures designed to address the Nuveen Funds’ compliance and risk matters. As part of its duties, the Compliance Committee reviews the policies and procedures relating to compliance matters and recommends modifications thereto as necessary or appropriate to the full Board; develops new policies and procedures as new regulatory matters affecting the Nuveen Funds arise from time to time; evaluates or considers any comments or reports from examinations from regulatory authorities and responses thereto; and performs any special reviews, investigations or other oversight responsibilities relating to risk management, compliance and/or regulatory matters as requested by the Board.

In addition, the Compliance Committee is responsible for risk oversight, including, but not limited to, the oversight of general risks related to investments which are not reviewed by other committees, such as liquidity and derivatives usage; risks related to product structure elements, such as leverage; techniques that may be used to address the foregoing risks, such as hedging and swaps and Fund operational risk and risks related to the overall operation of the TIAA/Nuveen enterprise and, in each case, the controls designed to address or mitigate such risks. In assessing issues brought to the Compliance Committee’s attention or in reviewing a particular policy, procedure, investment technique or strategy, the Compliance Committee evaluates the risks to the Nuveen Funds in adopting a particular approach compared to the anticipated benefits to the Nuveen Funds and their shareholders. In fulfilling its obligations, the Compliance Committee meets on a quarterly basis. The Compliance Committee receives written and oral reports from the Nuveen Funds’ Chief Compliance Officer (“CCO”) and meets privately with the CCO at each of its quarterly meetings. The CCO also provides an annual report to the full Board regarding the operations of the Nuveen Funds’ and service providers’ compliance programs as well as any recommendations for modifications thereto. Certain matters not addressed at the committee level may be addressed by another committee or directly by the full Board. The Compliance Committee operates under a written charter adopted and approved by the Board. The members of the Compliance Committee are Ms. Wolff, Chair, Mr. Forrester, Mr. Kenny, Ms. Lancellotta, Ms. Medero, Mr. Thornton and Mr. Toth. During the fiscal years ended March 31, 2023 and October 31, 2023, the Compliance Committee, in its current structure, did not meet.

The Investment Committee is responsible for the oversight of Nuveen Fund performance, investment risk management and other portfolio-related matters affecting the Nuveen Funds which are not otherwise the jurisdiction of the other Board committees. As part of such oversight, the Investment Committee reviews each Nuveen Fund’s investment performance and investment risks, which may include, but is not limited to, an evaluation of Nuveen Fund performance relative to investment objectives, benchmarks and peer group; a review of risks related to portfolio investments, such as exposures to particular issuers, market sectors, or types of securities, as well as consideration of other factors that could impact or are related to Nuveen Fund performance; and an assessment of Nuveen Fund objectives, policies and practices as such may relate to Nuveen Fund performance. In assessing issues brought to the Investment Committee’s attention or in reviewing an investment policy, technique or strategy, the Investment Committee evaluates the risks to the Nuveen Funds in adopting or recommending a particular approach or resolution compared to the anticipated benefits to the Nuveen Funds and their shareholders.

In fulfilling its obligations, the Investment Committee receives quarterly reports from the investment oversight and the investment risk groups at Nuveen, including of Advisors. Such groups also report to the full Board on a quarterly basis and the full Board participates in further discussions with Fund management at its quarterly meetings regarding matters relating to Nuveen Fund performance and investment risks, including with respect to the various drivers of performance and Nuveen Fund use of leverage and hedging. Accordingly, the Board directly and/or in conjunction with the Investment Committee oversees the investment performance and investment risk management of the Nuveen Funds. The Investment Committee operates under a written charter adopted and approved by the Board. This Investment Committee is composed of the independent trustees of the Nuveen Funds. Accordingly, the members of the Investment Committee are Mr. Boateng and Ms. Lancellotta, Co-Chairs, Mr. Forrester, Mr. Kenny, Ms. Medero, Mr. Moschner, Mr. Nelson, Mr. Starr, Mr. Thornton, Mr. Toth, Ms. Wolff and Mr. Young.

TIAA-CREF Funds ■ Statement of Additional Information 55

During the fiscal years ended March 31, 2023 and October 31, 2023, the Investment Committee, in its current structure, did not meet.

The Open-End Funds Committee is responsible for assisting the Board in the oversight and monitoring of the Nuveen Funds that are registered as open-end management investment companies (“Open-End Funds”). The committee may review and evaluate matters related to the formation and the initial presentation to the Board of any new Open-End Fund and may review and evaluate any matters relating to any existing Open-End Fund. The Open-End Funds Committee operates under a written charter adopted and approved by the Board. The members of the Open-End Funds Committee are Mr. Forrester and Ms. Medero, Co-Chairs, Mr. Boateng, Mr. Kenny, Mr. Thornton, Mr. Toth and Mr. Young. During the fiscal years ended March 31, 2023 and October 31, 2023, the Open-End Funds Committee, in its current structure, did not meet.

Board diversification and Trustee qualifications

In determining that a particular trustee was qualified to serve on the Board, the Board has considered each trustee’s background, skills, experience and other attributes in light of the composition of the Board with no particular factor controlling. The Board believes that trustees need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties, and the Board believes each trustee satisfies this standard. An effective trustee may achieve this ability through his or her educational background; business, professional training or practice; public service or academic positions; experience from service as a board member or executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences. Accordingly, set forth below is a summary of the experiences, qualifications, attributes, and skills that led to the conclusion, as of the date of this document, that each trustee should continue to serve in that capacity. References to the experiences, qualifications, attributes and skills of directors are pursuant to requirements of the SEC, do not constitute holding out of the Board or any director as having any special expertise or experience and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.

Joseph A. Boateng

Since 2007, Mr. Boateng has served as the Chief Investment Officer for Casey Family Programs. He was previously Director of U.S. Pension Plans for Johnson & Johnson from 2002-2006. Mr. Boateng is a board member of the Lumina Foundation and Waterside School, an emeritus board member of Year Up Puget Sound, member of the Investment Advisory Committee and former Chair for the Seattle City Employees’ Retirement System, and an Investment Committee Member for The Seattle Foundation. Mr. Boateng received a B.S. from the University of Ghana and an M.B.A. from the University of California, Los Angeles.

Michael A. Forrester

From 2007 to 2021, Mr. Forrester held various positions with Copper Rock Capital Partners, LLC (“Copper Rock”), including Chief Executive Officer (2014-2021), Chief Operating Officer (“COO”) (2007-2014) and Board Member (2007-2021). Mr. Forrester is currently a member of the Independent Directors Council Governing Council of the Investment Company Institute. He also serves on the Board of Trustees of the Dexter Southfield School. Mr. Forrester has a B.A. from Washington and Lee University.

Thomas J. Kenny

Mr. Kenny, the Nuveen Funds’ Independent Co-Chair for a one year-term expiring on December 31, 2024, served as an Advisory Director (2010-2011), Partner (2004-2010), Managing Director (1999-2004) and Co-Head (2002-2010) of Goldman Sachs Asset Management’s Global Cash and Fixed Income Portfolio Management team, having worked at Goldman Sachs since 1999. Mr. Kenny is a Director and the Chair of the Finance and Investment Committee of Aflac Incorporated and a Director of ParentSquare. He is a former Director and Finance Committee Chair for the Sansum Clinic; former Advisory Board Member, B’Box; former Member of the University of California at Santa Barbara Arts and Lectures Advisory Council; former Investment Committee Member, Cottage Health System; and former President of the Board of Crane Country Day School. He received a B.A. from the University of California, Santa Barbara, and an M.S. from Golden Gate University. He is a Chartered Financial Analyst.

Amy B. R. Lancellotta

After 30 years of service, Ms. Lancellotta retired at the end of 2019 from the Investment Company Institute (ICI), which represents regulated investment companies on regulatory, legislative and securities industry initiatives that affect funds and their shareholders. From November 2006 until her retirement, Ms. Lancellotta served as Managing Director of ICI’s Independent Directors Council (IDC), which supports fund independent directors in fulfilling their responsibilities to promote and protect the

56 Statement of Additional Information ■ TIAA-CREF Funds

interests of fund shareholders. At IDC, Ms. Lancellotta was responsible for all ICI and IDC activities relating to the fund independent director community. In conjunction with her responsibilities, Ms. Lancellotta advised and represented IDC, ICI, independent directors and the investment company industry on issues relating to fund governance and the role of fund directors. She also directed and coordinated IDC’s education, communication, governance and policy initiatives. Prior to serving as Managing Director of IDC, Ms. Lancellotta held various other positions with ICI beginning in 1989. Before joining ICI, Ms. Lancellotta was an associate at two Washington, D.C. law firms. In addition, she has been President, since 2023, and a member, since 2020, of the Board of Directors of the Jewish Coalition Against Domestic Abuse (JCADA), an organization that seeks to end power-based violence, empower survivors and ensure safe communities. Ms. Lancellotta received a B.A. degree from Pennsylvania State University in 1981 and a J.D. degree from the National Law Center, George Washington University (currently known as George Washington University Law School) in 1984.

Joanne T. Medero

Ms. Medero has over 30 years of financial services experience and, most recently, from December 2009 until her retirement in July 2020, she was a Managing Director in the Government Relations and Public Policy Group at BlackRock, Inc. (BlackRock). From July 2018 to July 2020, she was also Senior Advisor to BlackRock’s Vice Chairman, focusing on public policy and corporate governance issues. In 1996, Ms. Medero joined Barclays Global Investors (BGI), which merged with BlackRock in 2009. At BGI, she was a Managing Director and served as Global General Counsel and Corporate Secretary until 2006. Then, from 2006 to 2009, Ms. Medero was a Managing Director and Global Head of Government Relations and Public Policy at Barclays Group (IBIM), where she provided policy guidance and directed legislative and regulatory advocacy programs for the investment banking, investment management and wealth management businesses. Before joining BGI, Ms. Medero was a Partner at Orrick, Herrington & Sutcliffe LLP from 1993 to 1995, where she specialized in derivatives and financial markets regulation issues. Additionally, she served as General Counsel of the Commodity Futures Trading Commission (CFTC) from 1989 to 1993 and, from 1986 to 1989, she was Deputy Associate Director/Associate Director for Legal and Financial Affairs at The White House Office of Presidential Personnel. Further, from 2006 to 2010, Ms. Medero was a member of the CFTC Global Markets Advisory Committee and she has been actively involved in financial industry associations, serving as Chair of the Steering Committee of the SIFMA (Securities Industry and Financial Markets Association) Asset Management Group (2016-2018) and Chair of the CTA (Commodity Trading Advisor), CPO (Commodity Pool Operator) and Futures Committee of the Managed Funds Association (2010-2012). Ms. Medero also chaired the Corporations, Antitrust and Securities Practice Group of The Federalist Society for Law and Public Policy (from 2010 to 2022 and 2000 to 2002). In addition, since 2019, she has been a member of the Board of Directors of the Baltic-American Freedom Foundation, which seeks to provide opportunities for citizens of the Baltic States to gain education and professional development through exchanges in the United States. Ms. Medero received a B.A. degree from St. Lawrence University in 1975 and a J.D. degree from the National Law Center, George Washington University (currently known as George Washington University Law School) in 1978.

Albin F. Moschner

Mr. Moschner is a consultant in the wireless industry and, in July 2012, founded Northcroft Partners, LLC, a management consulting firm that provides operational, management and governance solutions. Prior to founding Northcroft Partners, LLC, Mr. Moschner held various positions at Leap Wireless International, Inc., a provider of wireless services, where he was a consultant from February 2011 to July 2012, Chief Operating Officer from July 2008 to February 2011, and Chief Marketing Officer from August 2004 to June 2008. Before he joined Leap Wireless International, Inc., Mr. Moschner was President of the Verizon Card Services division of Verizon Communications, Inc. from 2000 to 2003, and President of One Point Services at One Point Communications from 1999 to 2000. Mr. Moschner also served at Zenith Electronics Corporation as Director, President and Chief Executive Officer from 1995 to 1996, and as Director, President and Chief Operating Officer from 1994 to 1995. Mr. Moschner was Chairman of the Board (2019) and a member of the Board of Directors (2012-2019) of USA Technologies, Inc. and, from 1996 until 2016, he was a member of the Board of Directors of Wintrust Financial Corporation. In addition, he is emeritus (since 2018) of the Advisory Boards of the Kellogg School of Management (1995-2018) and the Archdiocese of Chicago Financial Council (2012-2018). Mr. Moschner received a Bachelor of Engineering degree in Electrical Engineering from The City College of New York in 1974 and a Master of Science degree in Electrical Engineering from Syracuse University in 1979.

John K. Nelson

Mr. Nelson formerly served on the Board of Directors of Core12, LLC from 2008 to 2023, a private firm that develops branding, marketing, and communications strategies for clients. Mr. Nelson has extensive experience in global banking and markets, having served in several senior executive positions with ABN AMRO Holdings N.V. and its affiliated entities and predecessors, including LaSalle Bank Corporation from 1996 to 2008, ultimately serving as Chief Executive Officer of ABN AMRO N.V. North America. During his tenure at the bank, he also served as Global Head of its Financial Markets Division, which

TIAA-CREF Funds ■ Statement of Additional Information 57

encompassed the bank's Currency, Commodity, Fixed Income, Emerging Markets, and Derivatives businesses. He was a member of the Foreign Exchange Committee of the Federal Reserve Bank of the United States and during his tenure with ABN AMRO served as the bank's representative on various committees of The Bank of Canada, European Central Bank, and The Bank of England. Mr. Nelson previously served as a senior, external advisor to the financial services practice of Deloitte Consulting LLP (2012-2014). At Fordham University, he served as a director of The President's Council (2010- 2019) and previously served as a director of The Curran Center for Catholic American Studies (2009-2018). He served as a trustee and Chairman of The Board of Trustees of Marian University (2011-2013). Mr. Nelson is a graduate of Fordham University, holding a BA in Economics and an MBA in Finance.

Loren M. Starr

Mr. Starr was Vice Chair, Senior Managing Director from 2020 to 2021, and Chief Financial Officer, Senior Managing Director from 2005 to 2020, for Invesco Ltd. Mr. Starr is also a Director and member of the Audit Committee for AMG. He is former Chair and member of the Board of Directors, Georgia Leadership Institute for School Improvement (GLISI); former Chair and member of the Board of Trustees, Georgia Council on Economic Education (GCEE). Mr. Starr received a B.A. and a B.S. from Columbia College, an M.B.A. from Columbia Business School, and an M.S. from Carnegie Mellon University.

Matthew Thornton III

Mr. Thornton has over 40 years of broad leadership and operating experience from his career with FedEx Corporation (“FedEx”), which, through its portfolio of companies, provides transportation, e-commerce and business services. In November 2019, Mr. Thornton retired as Executive Vice President and Chief Operating Officer of FedEx Freight Corporation (FedEx Freight), a subsidiary of FedEx, where, from May 2018 until his retirement, he had been responsible for day-to-day operations, strategic guidance, modernization of freight operations and delivering innovative customer solutions. From September 2006 to May 2018, Mr. Thornton served as Senior Vice President, U.S. Operations at Federal Express Corporation (FedEx Express), a subsidiary of FedEx. Prior to September 2006, Mr. Thornton held a range of positions of increasing responsibility with FedEx, including various management positions. In addition, Mr. Thornton currently (since 2014) serves on the Board of Directors of The Sherwin-Williams Company, where he is a member of the Audit Committee and the Nominating and Corporate Governance Committee, and the Board of Directors of Crown Castle International (since 2020), where he is a member of the Strategy Committee and the Compensation Committee. Formerly (2012-2018), he was a member of the Board of Directors of Safe Kids Worldwide^{^®}, a non-profit organization dedicated to the prevention of childhood injuries. Mr. Thornton is a member (since 2014) of the Executive Leadership Council (ELC), the nation’s premier organization of global black senior executives. He is also a member of the National Association of Corporate Directors (NACD). Mr. Thornton has been recognized by Black Enterprise on its 2017 list of the Most Powerful Executives in Corporate America and by Ebony on its 2016 Power 100 list of the world’s most influential and inspiring African Americans. Mr. Thornton received a B.B.A. degree from the University of Memphis in 1980 and an M.B.A. from the University of Tennessee in 2001.

Terence J. Toth

Mr. Toth, the Nuveen Funds’ Independent Co-Chair for a six-month term ending on June 30, 2024, was a Co-Founding Partner of Promus Capital (2008-2017). From 2012 to 2021, he was a Director of Quality Control Corporation, from 2010 to 2019, he was a Director of Fulcrum IT Service LLC and from 2012 to 2016, he was a Director of LogicMark LLC. From 2008 to 2013, he was a Director of Legal & General Investment Management America, Inc. From 2004 to 2007, he was Chief Executive Officer and President of Northern Trust Global Investments, and Executive Vice President of Quantitative Management & Securities Lending from 2000 to 2004. He also formerly served on the Board of the Northern Trust Mutual Funds. He joined Northern Trust in 1994 after serving as Managing Director and Head of Global Securities Lending at Bankers Trust (1986 to 1994) and Head of Government Trading and Cash Collateral Investment at Northern Trust from 1982 to 1986. He currently serves as Chair of the Board of the Kehrein Center for the Arts (since 2021) and is on the Board of Catalyst Schools of Chicago (since 2008). He is on the Mather Foundation Board (since 2012) and was Chair of its Investment Committee from 2017 to 2022. Mr. Toth graduated with a Bachelor of Science degree from the University of Illinois, and received his MBA from New York University. In 2005, he graduated from the CEO Perspectives Program at Northwestern University.

Margaret L. Wolff

Ms. Wolff retired from Skadden, Arps, Slate, Meagher & Flom LLP in 2014 after more than 30 years of providing client service in the Mergers & Acquisitions Group. During her legal career, Ms. Wolff devoted significant time to advising boards and senior management on U.S. and international corporate, securities, regulatory and strategic matters, including governance, shareholder, fiduciary, operational and management issues. From 2013 to 2017, she was a Board member of Travelers Insurance Company of Canada and The Dominion of Canada General Insurance Company (each of which is a part of Travelers Canada, the Canadian operation of The Travelers Companies, Inc.). Ms. Wolff has been a trustee of New York-Presbyterian

58 Statement of Additional Information ■ TIAA-CREF Funds

Hospital since 2005 and, since 2004, she has served as a trustee of The John A. Hartford Foundation (a philanthropy dedicated to improving the care of older adults) where she formerly served as Chair from 2015 to 2022. From 2005 to 2015, she was a trustee of Mt. Holyoke College and served as Vice Chair of the Board from 2011 to 2015. Ms. Wolff received her Bachelor of Arts from Mt. Holyoke College and her Juris Doctor from Case Western Reserve University School of Law.

Robert L. Young

Mr. Young, the Nuveen Funds’ Independent Co-Chair for a six-month term from July 1, 2024 through December 31, 2024, has more than 30 years of experience in the investment management industry. From 1997 to 2017, he held various positions with J.P. Morgan Investment Management Inc. (“J.P. Morgan Investment”) and its affiliates (collectively, “J.P. Morgan”). Most recently, he served as Chief Operating Officer and Director of J.P. Morgan Investment (from 2010 to 2016) and as President and Principal Executive Officer of the J.P. Morgan Funds (from 2013 to 2016). As Chief Operating Officer of J.P. Morgan Investment, Mr. Young led service, administration and business platform support activities for J.P. Morgan’s domestic retail mutual fund and institutional commingled and separate account businesses, and co-led these activities for J.P. Morgan’s global retail and institutional investment management businesses. As President of the J.P. Morgan Funds, Mr. Young interacted with various service providers to these funds, facilitated the relationship between such funds and their boards, and was directly involved in establishing board agendas, addressing regulatory matters, and establishing policies and procedures. Before joining J.P. Morgan, Mr. Young, a former Certified Public Accountant (CPA), was a Senior Manager (Audit) with Deloitte & Touche LLP (formerly, Touche Ross LLP), where he was employed from 1985 to 1996. During his tenure there, he actively participated in creating, and ultimately led, the firm’s midwestern mutual fund practice. Mr. Young holds a Bachelor of Business Administration degree in Accounting from the University of Dayton and, from 2008 to 2011, he served on the Investment Committee of its Board of Trustees.

Board compensation

The following table shows, for each independent trustee, (1) the aggregate compensation (including deferred amounts), as well as any amounts related to special, ad hoc committees that are temporary in nature and not expected to be long-term, ongoing compensation, paid by the Equity, Emerging Markets Debt and International Bond Funds for the fiscal year ended October 31, 2023 and the Fixed-Income and Real Estate Securities Funds (other than the Emerging Markets Debt and International Bond Funds, which have a different fiscal year end) for the fiscal year ended March 31, 2023, (2) the amount of total compensation paid by the Funds that has been deferred, and (3) the total compensation (including deferred amounts), as well as any amounts related to special, ad hoc committees that are temporary in nature and not expected to be long-term, ongoing compensation, paid to each trustee by the Nuveen Funds during the fiscal years ended October 31, 2023 and March 31, 2023. Pursuant to the Board’s deferred compensation plan, a portion of the independent trustees’ compensation may be deferred and treated as though an equivalent dollar amount has been invested in shares of one or more eligible Nuveen Funds. The amount of total compensation that has been deferred provided below represents the total deferred fees payable from the Funds, including fees deferred under the Trust’s different deferred compensation plans prior to January 1, 2024.

TIAA-CREF Funds ■ Statement of Additional Information 59

FISCAL YEAR ENDED 10/31/23


	Name	Aggregate compensation from the Funds		Amount of total compensation that has been deferred		Total compensation from Nuveen Funds Paid to Trustee

	Forrest Berkley^1, 2	$	104,489	$	104,490	$	430,000
	Joseph A. Boateng²		127,116		29,098		455,000
	Joseph A. Carrier^{1, 2}		104,489		102,818		425,000
	Janice C. Eberly^1, 2		109,383		109,383		435,000
	Nancy A. Eckl^1, 2		117,715		29,098		505,000
	Michael A. Forrester²		129,811		129,811		465,000
	Howell E. Jackson^{1, 2}		104,489		36,637		485,000
	Nicole Thorne Jenkins^1, 2		104,489		29,098		430,000
	Thomas J. Kenny²		162,985		29,098		606,000
	Amy B. R. Lancellotta³		—		—		432,032
	Joanne T. Medero³		—		—		414,408
	Albin F. Moschner³		—		—		495,250
	John K. Nelson³		—		—		462,350
	James Poterba^{1, 2}		117,715		117,715		485,000
	Loren M. Starr²		119,261		29,098		425,000
	Matthew Thornton III³		—		—		433,750
	Terence J. Toth³		—		—		607,350
	Margaret L. Wolff³		—		—		474,341
	Robert L. Young³		—		—		483,655


¹	Mr. Berkley, Mr. Carrier, Prof. Eberly, Ms. Eckl, Mr. Jackson, Dean Jenkins and Prof. Poterba each resigned from the Board of the Trust effective as of the close of business on December 31, 2023.
²	“Total compensation from Nuveen Funds Paid to Trustee” for Mr. Berkley, Mr. Boateng, Mr. Carrier, Prof. Eberly, Ms. Eckl, Mr. Forrester, Mr. Jackson, Dean Jenkins, Mr. Kenny, Prof. Poterba and Mr. Starr for the period presented includes compensation received from College Retirement Equities Fund (“CREF”) and TIAA Separate Account VA-1 (“VA-1”), as each was a member of the board and management committee of CREF and VA-1, respectively during the period.
³	Ms. Lancelotta, Ms. Medero, Mr. Moschner, Mr. Nelson, Mr. Thornton, Mr. Toth, Ms. Wolff and Mr. Young were not trustees of the Trust during the fiscal year presented, and therefore did not receive any compensation from the Funds during the period.

60 Statement of Additional Information ■ TIAA-CREF Funds

FISCAL YEAR ENDED 3/31/23


	Name	Aggregate compensation from the Funds		Amount of total compensation that has been deferred		Total compensation from Nuveen Funds Paid to Trustee

	Forrest Berkley^1, 2	$	43,991	$	43,991	$	435,000
	Joseph A. Boateng²		50,784		12,251		437,500
	Joseph A. Carrier^{1, 2}		11,038		10,321		103,750
	Janice C. Eberly^{1, 2}		48,275		48,274		435,000
	Nancy A. Eckl ^{1, 2}		49,559		12,251		505,000
	Michael A. Forrester²		52,717		52,717		455,000
	Howell E. Jackson^{1, 2}		43,991		15,425		485,000
	Nicole Thorne Jenkins^{1, 2}		11,038		3,074		103,750
	Thomas J. Kenny²		65,385		12,251		584,000
	Amy B. R. Lancellotta³		—		—		369,128
	Joanne T. Medero³		—		—		367,097
	Albin F. Moschner³		—		—		453,250
	John K. Nelson³		—		—		433,750
	James M. Poterba^1, 2		49,559		49,558		485,000
	Maceo K. Sloan^2, 4		23,820		5,504		201,241
	Loren M. Starr²		23,171		6,161		202,500
	Matthew Thornton III³		—		—		395,250
	Terence J. Toth³		—		—		544,750
	Margaret L. Wolff³		—		—		406,474
	Robert L. Young³		—		—		444,299


¹	Mr. Berkley, Mr. Carrier, Prof. Eberly, Ms. Eckl, Mr. Jackson, Dean Jenkins and Prof. Poterba each resigned from the Board of the Trust effective as of the close of business on December 31, 2023.
²	“Total compensation from Nuveen Funds Paid to Trustee” for Mr. Berkley, Mr. Boateng, Ms. Carrier, Prof. Eberly, Ms. Eckl, Mr. Forrester, Mr. Jackson, Dean Jenkins, Mr. Kenny, Prof. Poterba. Mr. Sloan and Mr. Starr for the period presented includes compensation received from CREF and VA-1, as each was a member of the board and management committee of CREF and VA-1, respectively during the period.
³	Ms. Lancelotta, Ms. Medero, Mr. Moschner, Mr. Nelson, Mr. Thornton, Mr. Toth, Ms. Wolff and Mr. Young were not trustees of the Trust during the fiscal year presented, and therefore did not receive any compensation from the Funds during the period.
⁴	Effective September 13, 2022, Mr. Sloan no longer serves as a Trustee.

Effective January 1, 2022 through December 31, 2022 for Mr. Berkley, Mr. Boateng, Mr. Carrier, Prof. Eberly, Ms. Eckl, Mr. Forrester, Mr. Jackson, Dean Jenkins, Mr. Kenny, Prof. Poterba, Mr. Sloan and Mr. Starr, independent trustee compensation was based on the following rates: an annual retainer of $225,000; an annual long-term compensation contribution of $110,000; an annual committee chair fee of $20,000 for the former Nominating and Governance Committee and $30,000 for the chairs of the former Investment Committee, former Operations Committee and former Audit and Compliance Committee; an annual Board chair fee of $120,000; and an annual committee membership retainer of $20,000 for the former Nominating and Governance Committee and $30,000 for the former Investment Committee, former Operations Committee and former Audit and Compliance Committee.

Effective January 1, 2023 through December 31, 2023 for Mr. Berkley, Mr. Boateng, Ms. Carrier, Prof. Eberly, Ms. Eckl, Mr. Forrester, Mr. Jackson, Dean Jenkins, Mr. Kenny, Prof. Poterba and Mr. Starr, independent trustee compensation was based on the following rates: an annual retainer of $225,000; an annual long-term compensation contribution of $110,000; an annual committee chair fee of $20,000 for the former Nominating and Governance Committee and $30,000 for the chairs of the former Investment Committee, former Operations Committee and former Audit and Compliance Committee; an annual Board chair fee of $136,000; and an annual committee retainer of $20,000 for the former Nominating and Governance Committee and $30,000 for the former Investment Committee, former Operations Committee and former Audit and Compliance Committee.

Effective January 1, 2024, independent trustees receive a $350,000 annual retainer, plus they receive (a) an annual retainer of $30,000 for membership on the Audit Committee and Compliance, Risk Management and Regulatory Oversight Committee, respectively; and (b) an annual retainer of $20,000 for membership on the Dividend Committee, Investment Committee, Nominating and Governance Committee and Open-End Funds Committee, respectively. In addition to the payments described above, the Chair/Co-Chair of the Board receives $140,000 annually; the chair/co-chair of the Audit Committee and Compliance, Risk Management and Regulatory Oversight Committee receive $30,000 annually; and the chair/co-chair of the Dividend Committee, Investment Committee, Nominating and Governance Committee and Open-End Funds Committee receive $20,000 annually. Trustees will be paid either $1,000 or $2,500 for any ad hoc meetings of the Board or its Committees depending upon the meeting’s length and immediacy. For any special assignment committees, the chair/co-chair will be paid a quarterly fee of $1,250 and members will be paid a quarterly fee of $5,000. The annual retainers, fees and expenses of the Board are allocated among the funds in the Nuveen Fund complex on the basis of relative net assets, although a minimum amount may be established to be allocated to each fund. In certain instances, fees and expenses will be allocated only to those funds that are discussed at a given meeting.

TIAA-CREF Funds ■ Statement of Additional Information 61

The Trust does not have a retirement or pension plan. The Trust is a participant in a deferred compensation plan (the “Deferred Compensation Plan”) that permits any independent trustee to elect to defer receipt of all or a portion of his or her compensation as an independent trustee. The deferred compensation of a participating trustee is credited to a book reserve account of the participating Nuveen Funds when the compensation would otherwise have been paid to the trustee. The value of the trustee’s deferral account at any time is equal to the value that the account would have had if contributions to the account had been invested and reinvested in shares of one or more of the eligible Nuveen Funds. An independent trustee may elect to receive distributions in a lump sum or over a period of two to 20 years. No participating Nuveen Fund will be liable for any other fund’s obligations to make distributions under the Deferred Compensation Plan. Prior to January 1, 2024, the Trust was a participant in different deferred compensation plans.

Share ownership

The information in the table below discloses the dollar ranges of (i) each trustee’s beneficial ownership in each Fund, and (ii) each trustee’s aggregate beneficial ownership in all funds within the Nuveen Funds complex, including in each case the value of fund shares elected by the trustee in the trustees’ deferred compensation plan(s) then in effect, based on the value of fund shares as of December 31, 2023:


	Name		Dollar range of equity securities in the Funds	Aggregate Holdings – Fund Complex
	Joseph A. Boateng¹		Emerging Markets Equity: $10,001–50,000	Over $100,000
			Real Estate Securities: $10,001–50,000
	Michael A. Forrester¹		None	Over $100,000
	Thomas J. Kenny¹		Emerging Markets Equity Index: Over $100,000	Over $100,000
			International Equity: $50,001–100,000
			International Equity Index: Over $100,000
			Large-Cap Value Index: Over $100,000
			Mid-Cap Growth: Over $100,000
			Quant Small-Cap Equity: $50,001–100,000
			Real Estate Securities: Over $100,000
			Small-Cap Blend Index: Over $100,000
			Social Choice Equity: $50,001–100,000
	Amy B. R. Lancellotta²		N/A	Over $100,000
	Joanne T. Medero²		N/A	Over $100,000
	Albin F. Moschner²		N/A	Over $100,000
	John K. Nelson²		N/A	Over $100,000
	Loren M. Starr¹		Money Market: $50,001–100,000	Over $100,000
	Matthew Thornton III²		N/A	Over $100,000
	Terence J. Toth²		N/A	Over $100,000
	Margaret L. Wolff²		N/A	Over $100,000
	Robert L. Young²		N/A	Over $100,000

¹		“Aggregate Holdings – Fund Complex” for Mr. Boateng, Mr. Forrester, Mr. Kenny and Mr. Starr includes holdings in CREF and/or VA-1, as each was a member of the board and management committee of CREF and VA-1, respectively as of December 31, 2023.

²		Information regarding the holdings of Ms. Lancelotta, Ms. Medero, Mr. Moschner, Mr. Nelson, Mr. Thornton, Mr. Toth, Ms. Wolff and Mr. Young in the Funds is not presented because each was not a trustee of the Trust as of December 31, 2023.

62 Statement of Additional Information ■ TIAA-CREF Funds

As of January 24, 2024, the officers and trustees of the Trust, in the aggregate, owned less than 1% of the shares of each of the Funds.

Other than as noted in the table below, as of January 24, 2024, none of the independent trustees or their immediate family members owned, beneficially, or of record, any securities in (i) an investment adviser or principal underwriter of the Funds or (ii) a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of the Funds.

The table below presents information on trustees who own securities in companies (other than investment companies) that are advised by entities that are under common control with Advisors as of December 31, 2022:


Name of Trustee	Name of Owners/Relationships to Trustee	Companies⁽²⁾	Title of Class	Value of Securities⁽³⁾		Percent of Class⁽⁴⁾

Thomas J. Kenny	Thomas Joseph Kenny 2021 Trust (Mr. Kenny is Initial Trustee and Settlor.)	Global Timber Resources LLC	None	$	61,063		0.01	%

	KSHFO, LLC⁽¹⁾	Global Timber Resources Investor Fund, LP	None	$	3,593		0.39	%

	KSHFO, LLC⁽¹⁾	Global Agriculture II Investor Fund LP	None	$	9,448		0.67	%

(1) Mr. Kenny owns 6.6% of KSHFO, LLC.

(2) Advisors, as well as the investment advisers to these Companies, are indirectly commonly controlled by Nuveen, LLC.

(3) These amounts reflect the current value of holdings as of December 31, 2022. As of the date of this SAI, that is the most recent information available regarding the Companies.

(4) These percentages reflect the overall amount committed to invest in the Companies, not current ownership percentages.

Proxy voting policies

The Trust has adopted policies and procedures to govern the Funds’ voting of proxies of portfolio companies. The Trust seeks to use proxy voting as a tool to promote positive returns for long-term shareholders. The Trust believes that sound corporate governance practices and responsible corporate behavior create the framework from which public companies can be managed in the long-term interests of shareholders.

As a general matter, the Trust’s Board has delegated to Advisors responsibility for voting proxies of the Funds’ portfolio companies in accordance with the Nuveen Proxy Voting Policies, attached as an Appendix to this SAI.

Advisors has a dedicated team of professionals responsible for reviewing and voting proxies. In analyzing a proposal, in addition to exercising their professional judgment, these professionals utilize various sources of information to enhance their ability to evaluate the proposal. These sources may include research from third-party proxy advisory firms and other consultants, various corporate governance-focused organizations, related publications and TIAA investment professionals. Based on their analysis of proposals and guided by the Nuveen Proxy Voting Policies, these professionals then vote in a manner intended solely to advance the best interests of the Funds’ shareholders. Occasionally, when a proposal relates to issues not addressed in the Nuveen Proxy Voting Policies, Advisors may seek guidance from the Trust’s Board or a designated committee thereof.

The Trust and Advisors believe that they have implemented policies, procedures and processes designed to prevent conflicts of interest from influencing proxy voting decisions. These include (i) oversight by the Board or a designated committee thereof; (ii) a clear separation of proxy voting functions from external client relationship and sales functions; and (iii) the active monitoring of required annual disclosures of potential conflicts of interest by individuals who have direct roles in executing or influencing the Funds’ proxy voting (e.g., Advisors’ proxy voting professionals, a Trustee, or a senior executive of the Trust, Advisors or Advisors’ affiliates) by Advisors’ legal and compliance professionals.

There could be rare instances in which an individual who has a direct role in executing or influencing the Funds’ proxy voting (e.g., Advisors’ proxy voting professionals, a Trustee, or a senior executive of the Trust, Advisors or Advisors’ affiliates) is either a director or executive of a portfolio company or may have some other association with a portfolio company. In such cases, this individual is required to recuse himself or herself from all decisions related to proxy voting for that portfolio company.

A record of all proxy votes cast for the Funds for the 12-month period ended June 30 can be obtained, free of charge, at www.tiaa.org, and on the SEC’s website at www.sec.gov.

TIAA-CREF Funds ■ Statement of Additional Information 63

Principal holders of securities

As of January 24, 2024, the following investors were known to hold beneficially or of record 5% or more of the outstanding shares of any class of a Fund:


Fund—Class		Percentage of holdings	Shares

Emerging Markets Equity Fund—Institutional Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	38.80%	10,555,957.116

	TIAA-CREF MANAGED ALLOCATION II AC ATTN TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3207	14.07%	3,827,968.523

	TIAA-CREF LIFESTYLE MODERATE FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	8.95%	2,434,315.698

	MAC & CO A/C 425763 ATTN: MUTUAL FUND OPERATIONS 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	8.18%	2,226,538.457

	CAPINCO C/O US BANK NA 1555 N RIVERCENTER DR STE 302 MILWAUKEE WI 53212-3958	6.49%	1,764,871.386

	TIAA-CREF LIFESTYLE GROWTH FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	6.38%	1,734,778.357

	TIAA-CREF LIFESTYLE AGGRESSIVE GROWTH FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	6.36%	1,729,856.308

	TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERV INC FOR EXCLUSIVE BENEFIT OF CUSTOMERS ATTN PATRICK NELSON 730 3RD AVE NEW YORK NY 10017-3206	5.20%	1,413,756.945


Emerging Markets Equity Fund—Advisor Class

	TEACHERS INSURANCE & ANNUITY ASSOC ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	84.84%	11,892.946

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	7.46%	1,045.375

	RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN: COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102	6.62%	928.623


Emerging Markets Equity Fund—Premier Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	99.84%	642,437.243


Emerging Markets Equity Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	89.53%	7,504,856.930

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	5.24%	439,273.916


Emerging Markets Equity Fund—Retail Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	19.79%	181,764.892

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	9.82%	90,186.925

	NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD FL 4 JERSEY CITY NJ 07310-2010	8.64%	79,390.275

64 Statement of Additional Information ■ TIAA-CREF Funds


Fund—Class		Percentage of holdings	Shares

Emerging Markets Equity Fund—Class W

	TIAA-CREF IMF LIFECYCLE FUND #2040 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	19.91%	34,742,078.588

	TIAA-CREF IMF LIFECYCLE FUND #2045 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	15.52%	27,074,456.304

	TIAA-CREF IMF LIFECYCLE FUND #2035 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	14.16%	24,703,259.680

	TIAA-CREF IMF LIFECYCLE FUND #2050 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	12.65%	22,072,447.072

	TIAA-CREF IMF LIFECYCLE FUND #2030 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	11.30%	19,723,099.127

	TIAA-CREF IMF LIFECYCLE FUND #2025 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	8.08%	14,106,221.841

	TIAA-CREF IMF LIFECYCLE FUND #2055 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	6.38%	11,141,542.875


Emerging Markets Equity Index Fund—Institutional Class

	MAC & CO 179403 ATTN MUTUAL FUND OPERATION 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	22.19%	25,538,371.322

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	21.12%	24,312,447.573

	MAC & CO A/C 448150 ATTN: MUTUAL FUND OPERATIONS 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	14.18%	16,327,975.338

	MAC & CO A/C 990854 ATTN: MUTUAL FUND OPERATIONS 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	11.35%	13,065,416.921

	MAC & CO A/C 262480 ATTN MUTUAL FUND OPERATION 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	8.86%	10,199,807.847

	WORLD HEALTH ORGANIZATION ATTN TREASURY AVENUE APPIA 20 GENEVA 27 SWITZERLAND 1211	5.54%	6,377,369.750

	TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERV INC FOR EXCLUSIVE BENEFIT OF CUSTOMERS ATTN PATRICK NELSON 730 3RD AVE NEW YORK NY 10017-3206	5.26%	6,056,104.234


Emerging Markets Equity Index Fund—Advisor Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	90.35%	411,900.468

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	5.15%	23,458.752


Emerging Markets Equity Index Fund—Premier Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	97.44%	917,432.999


Emerging Markets Equity Index Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	92.35%	57,167,058.663


Emerging Markets Equity Index Fund—Retail Class

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	31.06%	541,022.627

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	20.21%	352,103.148

TIAA-CREF Funds ■ Statement of Additional Information 65


Fund—Class		Percentage of holdings	Shares

Emerging Markets Equity Index Fund—Class W

	TIAA-CREF LIFECYCLE INDEX 2040 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	17.34%	67,874,738.141

	TIAA-CREF LIFECYCLE INDEX 2045 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	15.40%	60,283,974.582

	TIAA-CREF LIFECYCLE INDEX 2035 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	14.39%	56,358,194.172

	TIAA-CREF LIFECYCLE INDEX 2050 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	13.44%	52,641,336.646

	TIAA-CREF LIFECYCLE INDEX 2030 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	12.09%	47,322,134.616

	TIAA-CREF LIFECYCLE INDEX 2025 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	8.02%	31,413,512.589

	TIAA-CREF IMF LIFECYCLE INDEX FUND 2055 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	8.01%	31,348,767.190


Equity Index Fund—Institutional Class

	MAC & CO A/C 448123 ATTN: MUTUAL FUND OPERATIONS 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	18.38%	76,902,707.801

	MAC & CO 179401 ATTN MUTUAL FUND OPERATION 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	16.75%	70,069,273.674

	MAC & CO 179510 ATTN MUTUAL FUND OPERATION 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	15.07%	63,066,386.821

	MAC & CO A/C 262848 ATTN: MUTUAL FUND OPERATIONS 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	13.99%	58,544,150.897

	MAC & CO A/C 262478 ATTN MUTUAL FUND OPERATION 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	8.73%	36,536,576.929

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	7.73%	32,348,100.480


Equity Index Fund—Advisor Class

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	41.81%	170,512.154

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	27.38%	111,639.699

	RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN: COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102	17.23%	70,255.217

	RBC CAPITAL MARKETS LLC DR THOMAS A CAPUTO INDIVIDUAL RETIREMENT ACCOUNT 24 DYKEMAN ROAD DELMAR NY 12054-2934	9.35%	38,109.476


Equity Index Fund—Premier Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	94.31%	1,226,264.968


Equity Index Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	82.43%	17,602,014.673

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	7.00%	1,494,749.723


Equity Index Fund—Retail Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	19.62%	8,317,493.615

66 Statement of Additional Information ■ TIAA-CREF Funds


Fund—Class		Percentage of holdings	Shares

Equity Index Fund—Class W

	TIAA-CREF LIFECYCLE INDEX 2040 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	17.35%	128,095,317.502

	TIAA-CREF LIFECYCLE INDEX 2045 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	15.38%	113,577,830.280

	TIAA-CREF LIFECYCLE INDEX 2035 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	14.37%	106,106,477.115

	TIAA-CREF LIFECYCLE INDEX 2050 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	13.45%	99,329,842.318

	TIAA-CREF LIFECYCLE INDEX 2030 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	12.09%	89,293,777.687

	TIAA-CREF LIFECYCLE INDEX 2025 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	8.03%	59,297,865.909

	TIAA-CREF IMF LIFECYCLE INDEX FUND 2055 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	8.00%	59,041,309.399


Growth & Income Fund—Institutional Class

	MAC & CO A/C 990848 ATTN: MUTUAL FUND OPERATIONS 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	37.78%	44,589,170.555

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	24.11%	28,453,288.626

	TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERV INC FOR EXCLUSIVE BENEFIT OF CUSTOMERS ATTN PATRICK NELSON 730 3RD AVE NEW YORK NY 10017-3206	17.21%	20,315,345.915


Growth & Income Fund—Advisor Class

	RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN: COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102	41.53%	134,993.327

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	19.05%	61,924.021

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	7.09%	23,053.616

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	7.01%	22,790.646


Growth & Income Fund—Premier Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	91.03%	476,367.028

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	6.31%	33,033.360


Growth & Income Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	82.42%	28,457,290.246

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	9.79%	3,380,069.326


Growth & Income Fund—Retail Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	9.91%	6,910,085.583

	CHARLES SCHWAB & CO INC 211 MAIN ST SAN FRANCISCO CA 94105-1901	5.44%	3,790,466.029

TIAA-CREF Funds ■ Statement of Additional Information 67


Fund—Class		Percentage of holdings	Shares

Growth & Income Fund—Class W

	TIAA-CREF IMF LIFECYCLE FUND #2040 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	20.08%	33,494,057.103

	TIAA-CREF IMF LIFECYCLE FUND #2045 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	15.69%	26,166,826.311

	TIAA-CREF IMF LIFECYCLE FUND #2035 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	14.32%	23,887,919.877

	TIAA-CREF IMF LIFECYCLE FUND #2050 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	12.79%	21,328,223.477

	TIAA-CREF IMF LIFECYCLE FUND #2030 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	11.42%	19,057,014.469

	TIAA-CREF IMF LIFECYCLE FUND #2025 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	8.15%	13,590,227.244

	TIAA-CREF IMF LIFECYCLE FUND #2055 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	6.42%	10,716,767.519


International Equity Fund—Institutional Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	40.31%	81,228,917.826

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	22.94%	46,231,468.702

	TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERV INC FOR EXCLUSIVE BENEFIT OF CUSTOMERS ATTN PATRICK NELSON 730 3RD AVE NEW YORK NY 10017-3206	21.65%	43,615,452.913


International Equity Fund—Advisor Class

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	84.00%	137,603.208

	TEACHERS INSURANCE & ANNUITY ASSOC ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	5.97%	9,784.194

	RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN: COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102	5.56%	9,107.681


International Equity Fund—Premier Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	100.00%	4,100,613.273


International Equity Fund—Retirement Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	48.02%	11,497,254.038

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	47.47%	11,364,856.301


International Equity Fund—Retail Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	10.73%	3,246,416.976


International Equity Fund—Class W

	TIAA-CREF IMF LIFECYCLE FUND #2040 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	20.10%	53,945,589.223

	TIAA-CREF IMF LIFECYCLE FUND #2045 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	15.68%	42,080,996.532

	TIAA-CREF IMF LIFECYCLE FUND #2035 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	14.31%	38,403,055.160

	TIAA-CREF IMF LIFECYCLE FUND #2050 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	12.79%	34,318,562.351

	TIAA-CREF IMF LIFECYCLE FUND #2030 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	11.43%	30,662,206.310

	TIAA-CREF IMF LIFECYCLE FUND #2025 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	8.13%	21,817,638.665

	TIAA-CREF IMF LIFECYCLE FUND #2055 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	6.42%	17,218,023.359

68 Statement of Additional Information ■ TIAA-CREF Funds


Fund—Class		Percentage of holdings	Shares

International Equity Index Fund—Institutional Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	32.98%	177,188,942.259

	TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERV INC FOR EXCLUSIVE BENEFIT OF CUSTOMERS ATTN PATRICK NELSON 730 3RD AVE NEW YORK NY 10017-3206	9.72%	52,219,828.082

	MAC & CO 179402 ATTN MUTUAL FUND OPERATION 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	8.84%	47,511,088.483

	MAC & CO A/C 448125 ATTN: MUTUAL FUND OPERATIONS 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	6.97%	37,475,493.077

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	5.51%	29,590,379.383


International Equity Index Fund—Advisor Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	87.95%	23,242,690.752

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	7.57%	2,001,443.247


International Equity Index Fund—Premier Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	72.07%	5,103,389.915

	EMPOWER TRUST FBO ALABAMARETIRE DEFERRED COMPENSATION C/O FASCORE LLC 8515 E ORCHARD RD 2T2 GREENWOOD VLG CO 80111-5002	25.55%	1,809,351.815


International Equity Index Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	77.50%	47,220,117.119

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	13.94%	8,491,895.962


International Equity Index Fund—Class W

	TIAA-CREF LIFECYCLE INDEX 2040 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	17.35%	73,960,515.183

	TIAA-CREF LIFECYCLE INDEX 2045 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	15.38%	65,564,570.942

	TIAA-CREF LIFECYCLE INDEX 2035 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	14.36%	61,219,056.978

	TIAA-CREF LIFECYCLE INDEX 2050 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	13.45%	57,333,404.397

	TIAA-CREF LIFECYCLE INDEX 2030 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	12.09%	51,540,768.152

	TIAA-CREF LIFECYCLE INDEX 2025 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	8.03%	34,239,253.085

	TIAA-CREF IMF LIFECYCLE INDEX FUND 2055 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	8.00%	34,077,618.322


International Opportunities Fund—Institutional Class

	TIAA-CREF MANAGED ALLOCATION II AC ATTN TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3207	32.73%	3,164,808.502

	TIAA-CREF LIFESTYLE MODERATE FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	20.85%	2,015,554.481

	TIAA-CREF LIFESTYLE GROWTH FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	14.87%	1,437,955.345

	TIAA-CREF LIFESTYLE AGGRESSIVE GROWTH FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	14.74%	1,425,541.962

	TIAA-CREF LIFESTYLE CONSERVATIVE FD ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	7.90%	764,098.554

TIAA-CREF Funds ■ Statement of Additional Information 69


Fund—Class		Percentage of holdings	Shares

International Opportunities Fund—Advisor Class

	BAND & CO C/O US BANK PO BOX 1787 MILWAUKEE WI 53201-1787	17.96%	416,022.246

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	12.00%	277,956.329

	RBC CAPITAL MARKETS LLC BORGAN SCHULTES TTEES MN BAKERS UNION PENSION FUND TIAA-CREF INTL OPPORTUNITIES 2919 EAGANDALE BLVD STE 120 ST PAUL MN 55121-1464	11.87%	274,968.645

	NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN: MUTUAL FUNDS DEPT FL 4 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995	7.57%	175,434.179

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	5.75%	133,269.644

	CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1901	5.50%	127,433.172


International Opportunities Fund—Premier Class

	RELIANCE TRUST COMPANY FBO T ROWE PRICE RETIREMENT PLAN CLIENTS PO BOX 78446 ATLANTA GEORGIA 30357	73.67%	139,559.592

	TEACHERS INSURANCE & ANNUITY ASSOC ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	13.20%	25,000.000

	CBNA AS CUSTODIAN FBO KIDZ MEDICAL SERVICES, INC. 401(K) 6 RHOADS DRIVE STE 7 UTICA NY 13502-6317	11.82%	22,394.312


International Opportunities Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	93.75%	5,684,211.777


International Opportunities Fund—Retail Class

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	21.49%	562,282.489

	CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1901	12.85%	336,211.690

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	9.21%	240,943.574

	MERRILL LYNCH, PIERCE, FENNER & SMITH, INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484	5.84%	152,894.091

	AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S MINNEAPOLIS MN 55402-2405	5.63%	147,273.033

	WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523	5.40%	141,317.856

	NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD FL 4 JERSEY CITY NJ 07310-2010	5.04%	131,948.383


International Opportunities Fund—Class W

	TIAA-CREF IMF LIFECYCLE FUND #2040 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	19.90%	28,685,436.854

	TIAA-CREF IMF LIFECYCLE FUND #2045 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	15.53%	22,376,742.201

	TIAA-CREF IMF LIFECYCLE FUND #2035 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	14.19%	20,450,942.125

	TIAA-CREF IMF LIFECYCLE FUND #2050 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	12.67%	18,256,444.135

	TIAA-CREF IMF LIFECYCLE FUND #2030 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	11.35%	16,352,515.157

	TIAA-CREF IMF LIFECYCLE FUND #2025 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	8.08%	11,649,738.076

	TIAA-CREF IMF LIFECYCLE FUND #2055 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	6.35%	9,158,147.041

70 Statement of Additional Information ■ TIAA-CREF Funds


Fund—Class		Percentage of holdings	Shares

Large-Cap Growth Fund—Institutional Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	30.27%	20,149,860.529

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	29.04%	19,330,459.949

	TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERV INC FOR EXCLUSIVE BENEFIT OF CUSTOMERS ATTN PATRICK NELSON 730 3RD AVE NEW YORK NY 10017-3206	12.01%	7,992,409.438

	STATE STREET BANK & TRUST CO. FBO VARIOUS RETIREMENT PLANS TRANSAMERICA RETIREMENT SOLUTIONS HARRISON NY 10528	5.04%	3,352,368.712


Large-Cap Growth Fund—Advisor Class

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	38.58%	77,936.339

	MINNESOTA LIFE INSURANCE COMPANY 400 ROBERT STREET NORTH SAINT PAUL MN 55101-2099	14.89%	30,071.488

	RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN: COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102	12.13%	24,513.248

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	10.23%	20,660.853

	CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1901	6.36%	12,856.582


Large-Cap Growth Fund—Premier Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	98.69%	374,845.597


Large-Cap Growth Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	73.98%	12,396,889.404

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	6.17%	1,034,577.975

	VOYA INSTITUTIONAL TRUST COMPANY ONE ORANGE WAY B3N WINDSOR CT 06095-4773	6.02%	1,009,582.953

	JPMORGAN CUSTODIAN TIAA-CREF TRUST CO NON ERISA TDA C/O JPMORGAN CHASE BANK ATTN: DC PLAN SERVICE TEAM TIAA 4 NEW YORK PLZ FL 12 NEW YORK NY 10004-2413	5.47%	917,305.605


Large-Cap Growth Fund—Retail Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	9.55%	5,134,344.502


Large-Cap Growth Fund—Class W

	TIAA-CREF IMF LIFECYCLE FUND #2040 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	20.21%	21,963,962.056

	TIAA-CREF IMF LIFECYCLE FUND #2045 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	15.72%	17,088,612.467

	TIAA-CREF IMF LIFECYCLE FUND #2035 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	14.31%	15,551,615.010

	TIAA-CREF IMF LIFECYCLE FUND #2050 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	12.81%	13,923,879.056

	TIAA-CREF IMF LIFECYCLE FUND #2030 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	11.40%	12,394,748.280

	TIAA-CREF IMF LIFECYCLE FUND #2025 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	8.06%	8,759,527.084

	TIAA-CREF IMF LIFECYCLE FUND #2055 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	6.43%	6,987,770.898

TIAA-CREF Funds ■ Statement of Additional Information 71


Fund—Class		Percentage of holdings	Shares

Large-Cap Growth Index Fund—Institutional Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	34.38%	70,346,104.673

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	8.53%	17,458,111.941

	SEI PRIVATE TRUST COMPANY C/O TIAA-SWP 1 FREEDOM VALLEY DRIVE OAKS PA 19456-9989	7.38%	15,095,799.860

	PIMS/PRUDENTIAL RETIREMENT AS NOMINEE FOR THE TTEE/CUST PL 010 STATE OF CONNECTICUT DEFERRED 165 CAPITOL AVENUE HARTFORD CT 06106-1659	6.99%	14,292,652.835

	TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERV INC FOR EXCLUSIVE BENEFIT OF CUSTOMERS ATTN PATRICK NELSON 730 3RD AVE NEW YORK NY 10017-3206	5.15%	10,536,377.876


Large-Cap Growth Index Fund—Advisor Class

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	40.33%	1,643,933.755

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	28.75%	1,171,859.971

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	28.66%	1,168,180.148


Large-Cap Growth Index Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	69.56%	13,574,597.445

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	6.57%	1,282,769.735


Large-Cap Value Fund—Institutional Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	50.56%	56,441,460.749

	TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERV INC FOR EXCLUSIVE BENEFIT OF CUSTOMERS ATTN PATRICK NELSON 730 3RD AVE NEW YORK NY 10017-3206	23.89%	26,669,625.478

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	16.18%	18,065,634.827


Large-Cap Value Fund—Advisor Class

	RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN: COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102	28.86%	9,131.260

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	21.19%	6,703.227

	TEACHERS INSURANCE & ANNUITY ASSOC ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	20.00%	6,327.135

	RBC CAPITAL MARKETS LLC JON KENNEDY PLEDGED FBO ROYAL BK OF CANADA 2260 WOODCHUCK CT WHITE BEAR LK MN 55110-1060	18.17%	5,748.113

	RBC CAPITAL MARKETS LLC JON KENNEDY PEGGY KENNEDY PLEDGED FBO ROYAL BK OF CANADA 2260 WOODCHUCK CT WHITE BEAR LK MN 55110-1060	7.25%	2,292.799


Large-Cap Value Fund—Premier Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	99.95%	2,150,356.674


Large-Cap Value Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	70.08%	21,409,656.116

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	24.58%	7,510,874.144


Large-Cap Value Fund—Retail Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	18.11%	1,446,599.910

72 Statement of Additional Information ■ TIAA-CREF Funds


Fund—Class		Percentage of holdings	Shares

Large-Cap Value Fund—Class W

	TIAA-CREF IMF LIFECYCLE FUND #2040 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	20.06%	21,973,605.817

	TIAA-CREF IMF LIFECYCLE FUND #2045 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	15.64%	17,129,203.917

	TIAA-CREF IMF LIFECYCLE FUND #2035 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	14.27%	15,637,343.338

	TIAA-CREF IMF LIFECYCLE FUND #2050 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	12.77%	13,994,599.340

	TIAA-CREF IMF LIFECYCLE FUND #2030 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	11.40%	12,485,340.380

	TIAA-CREF IMF LIFECYCLE FUND #2025 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	8.11%	8,883,342.522

	TIAA-CREF IMF LIFECYCLE FUND #2055 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	6.42%	7,028,780.714


Large-Cap Value Index Fund—Institutional Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	43.75%	137,178,824.384

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	17.90%	56,135,553.161

	TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERV INC FOR EXCLUSIVE BENEFIT OF CUSTOMERS ATTN PATRICK NELSON 730 3RD AVE NEW YORK NY 10017-3206	9.89%	30,999,992.187

	SEI PRIVATE TRUST COMPANY C/O TIAA-SWP 1 FREEDOM VALLEY DRIVE OAKS PA 19456-9989	7.42%	23,275,090.750


Large-Cap Value Index Fund—Advisor Class

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	54.82%	2,936,528.977

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	42.11%	2,255,701.847


Large-Cap Value Index Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	84.74%	52,665,643.574

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	8.89%	5,522,528.797


Mid-Cap Growth Fund—Institutional Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	62.92%	17,688,651.107

	TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERV INC FOR EXCLUSIVE BENEFIT OF CUSTOMERS ATTN PATRICK NELSON 730 3RD AVE NEW YORK NY 10017-3206	34.24%	9,625,543.569


Mid-Cap Growth Fund—Advisor Class

	TEACHERS INSURANCE & ANNUITY ASSOC ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	53.04%	5,163.023

	RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN: COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102	24.61%	2,395.681

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	16.20%	1,577.309


Mid-Cap Growth Fund—Premier Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	99.27%	848,492.024

TIAA-CREF Funds ■ Statement of Additional Information 73


Fund—Class		Percentage of holdings	Shares

Mid-Cap Growth Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	73.41%	10,882,818.963

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	19.42%	2,878,357.264

	JPMORGAN CUSTODIAN TIAA-CREF TRUST CO NON ERISA TDA C/O JPMORGAN CHASE BANK ATTN: DC PLAN SERVICE TEAM TIAA 4 NEW YORK PLZ FL 12 NEW YORK NY 10004-2413	5.71%	847,153.036


Mid-Cap Growth Fund—Retail Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	10.21%	986,801.369

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	6.27%	606,033.978


Mid-Cap Value Fund—Institutional Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	52.39%	33,589,223.840

	TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERV INC FOR EXCLUSIVE BENEFIT OF CUSTOMERS ATTN PATRICK NELSON 730 3RD AVE NEW YORK NY 10017-3206	39.46%	25,300,629.968


Mid-Cap Value Fund—Advisor Class

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	40.87%	9,956.834

	TEACHERS INSURANCE & ANNUITY ASSOC ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	20.24%	4,930.399

	RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN: COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102	13.40%	3,264.035

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	11.92%	2,904.153

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	6.06%	1,475.725


Mid-Cap Value Fund—Premier Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	99.81%	2,066,462.015


Mid-Cap Value Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	68.05%	17,539,098.753

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	26.03%	6,709,084.462


Mid-Cap Value Fund—Retail Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	11.37%	1,395,109.222

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	6.96%	854,222.024


Quant International Small-Cap Equity Fund—Institutional Class

	TIAA-CREF MANAGED ALLOCATION II AC ATTN TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3207	35.57%	2,423,966.459

	TIAA-CREF LIFESTYLE MODERATE FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	22.45%	1,530,113.237

	TIAA-CREF LIFESTYLE AGGRESSIVE GROWTH FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	16.00%	1,090,431.431

	TIAA-CREF LIFESTYLE GROWTH FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	15.93%	1,085,457.420

	TIAA-CREF LIFESTYLE CONSERVATIVE FD ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	8.50%	579,580.637

74 Statement of Additional Information ■ TIAA-CREF Funds


Fund—Class		Percentage of holdings	Shares

Quant International Small-Cap Equity Fund—Advisor Class

	TEACHERS INSURANCE & ANNUITY ASSOC ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	86.98%	7,320.998

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091	13.02%	1,096.130


Quant International Small-Cap Equity Fund—Premier Class

	TEACHERS INSURANCE & ANNUITY ASSOC ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	100.00%	7,326.892


Quant International Small-Cap Equity Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	99.11%	780,326.911


Quant International Small-Cap Equity Fund—Retail Class

	GEETA A SANGANI POA FBO ASHOK S SANGANI GEETA A SANGANI JT TEN 6896 PAGE HOLLOW PL FAYETTEVILLE NY 13066-9797	18.82%	17,297.466

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	15.99%	14,702.567

	CHRISTINE E KANE 103 GAINSBOROUGH ST APT 203 BOSTON MA 02115-4238	12.32%	11,329.472

	GERALD A WEMPNER TOD SUBJECT TO TOD RULES 3397 HIDDEN ACRES DR ATLANTA GA 30340-4445	5.73%	5,265.855


Quant International Small-Cap Equity Fund—Class W

	TIAA-CREF IMF LIFECYCLE FUND #2040 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	19.98%	21,884,151.836

	TIAA-CREF IMF LIFECYCLE FUND #2045 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	15.62%	17,109,170.822

	TIAA-CREF IMF LIFECYCLE FUND #2035 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	14.20%	15,552,072.342

	TIAA-CREF IMF LIFECYCLE FUND #2050 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	12.74%	13,949,218.944

	TIAA-CREF IMF LIFECYCLE FUND #2030 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	11.34%	12,416,665.396

	TIAA-CREF IMF LIFECYCLE FUND #2025 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	8.05%	8,820,528.254

	TIAA-CREF IMF LIFECYCLE FUND #2055 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	6.35%	6,957,559.925


Quant Small-Cap Equity Fund—Institutional Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	63.63%	65,853,218.980

	TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERV INC FOR EXCLUSIVE BENEFIT OF CUSTOMERS ATTN PATRICK NELSON 730 3RD AVE NEW YORK NY 10017-3206	17.50%	18,112,861.948

	MAC & CO 179241 ATTN MUTUAL FUND OPERATION 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	6.11%	6,327,723.747

	MAC & CO A/C 990852 ATTN: MUTUAL FUND OPERATIONS 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	5.94%	6,148,725.191


Quant Small-Cap Equity Fund—Advisor Class

	UBS WM USA 0O0 11011 6100 OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761	34.07%	19,688.153

	RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN: COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102	27.08%	15,648.478

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	23.22%	13,416.662

	TEACHERS INSURANCE & ANNUITY ASSOC ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	10.87%	6,279.208

TIAA-CREF Funds ■ Statement of Additional Information 75


Fund—Class		Percentage of holdings	Shares

Quant Small-Cap Equity Fund—Premier Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	99.67%	2,327,331.250


Quant Small-Cap Equity Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	54.88%	13,798,775.047

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	37.41%	9,407,013.117

	JPMORGAN CUSTODIAN TIAA-CREF TRUST CO NON ERISA TDA C/O JPMORGAN CHASE BANK ATTN: DC PLAN SERVICE TEAM TIAA 4 NEW YORK PLZ FL 12 NEW YORK NY 10004-2413	6.75%	1,696,437.041


Quant Small-Cap Equity Fund—Retail Class

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	14.19%	1,198,947.270

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	13.20%	1,114,983.123


Quant Small-Cap Equity Fund—Class W

	TIAA-CREF IMF LIFECYCLE FUND #2040 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	20.10%	6,171,480.728

	TIAA-CREF IMF LIFECYCLE FUND #2045 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	15.67%	4,810,921.637

	TIAA-CREF IMF LIFECYCLE FUND #2035 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	14.30%	4,391,935.858

	TIAA-CREF IMF LIFECYCLE FUND #2050 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	12.77%	3,920,761.290

	TIAA-CREF IMF LIFECYCLE FUND #2030 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	11.42%	3,506,657.566

	TIAA-CREF IMF LIFECYCLE FUND #2025 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	8.14%	2,499,614.593

	TIAA-CREF IMF LIFECYCLE FUND #2055 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	6.44%	1,976,694.269


Quant Small/Mid-Cap Equity Fund—Institutional Class

	BROWN BROTHERS HARRIMAN & CO AS CUST PICTET & CIE (EUROPE) SA LUXEMBOURG REF AIF 1650092 CASH C/O BROWN BROTHERS & CO ATTN MUTUAL FD SVCS - 140 BROADWAY NEW YORK NY 10005	34.20%	2,283,541.890

	TIAA-CREF MANAGED ALLOCATION II AC ATTN TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3207	15.35%	1,025,254.746

	DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS ATTN NPIO TRADE DESK 711 HIGH STREET DES MOINES IA 50392-0001	9.84%	656,908.791

	TIAA-CREF LIFESTYLE MODERATE FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	9.79%	653,736.321

	TIAA-CREF LIFESTYLE GROWTH FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	6.94%	463,390.516

	TIAA-CREF LIFESTYLE AGGRESSIVE GROWTH FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	6.93%	462,818.150


Quant Small/Mid-Cap Equity Fund—Advisor Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	64.54%	1,994,425.093

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	32.30%	998,072.248


Quant Small/Mid-Cap Equity Fund—Premier Class

	TEACHERS INSURANCE & ANNUITY ASSOC ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	100.00%	10,000.000

76 Statement of Additional Information ■ TIAA-CREF Funds


Fund—Class		Percentage of holdings	Shares

Quant Small/Mid-Cap Equity Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	99.10%	29,428,757.903


Quant Small/Mid-Cap Equity Fund—Retail Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	30.72%	511,499.169


Quant Small/Mid-Cap Equity Fund—Class W

	TIAA-CREF IMF LIFECYCLE FUND #2040 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	20.11%	9,312,095.456

	TIAA-CREF IMF LIFECYCLE FUND #2045 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	15.68%	7,259,150.005

	TIAA-CREF IMF LIFECYCLE FUND #2035 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	14.31%	6,626,953.887

	TIAA-CREF IMF LIFECYCLE FUND #2050 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	12.78%	5,915,787.331

	TIAA-CREF IMF LIFECYCLE FUND #2030 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	11.43%	5,291,165.821

	TIAA-CREF IMF LIFECYCLE FUND #2025 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	8.15%	3,771,650.699

	TIAA-CREF IMF LIFECYCLE FUND #2055 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	6.42%	2,972,674.548


Small-Cap Blend Index Fund—Institutional Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	35.23%	41,896,734.074

	TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERV INC FOR EXCLUSIVE BENEFIT OF CUSTOMERS ATTN PATRICK NELSON 730 3RD AVE NEW YORK NY 10017-3206	22.34%	26,565,786.345

	JOHN HANCOCK LIFE INSURANCE COMPANY U S A ATTN: JHRPS TRADING OPS ST6 200 BERKELEY STREET BOSTON MA 02116-5022	8.52%	10,126,543.988


Small-Cap Blend Index Fund—Advisor Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	93.10%	1,005,958.840

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	5.49%	59,273.448


Small-Cap Blend Index Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	75.12%	21,900,873.593

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	18.10%	5,276,169.041


Social Choice Equity Fund—Institutional Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	40.76%	71,722,793.378

	NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN: MUTUAL FUNDS DEPT FL 4 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995	11.11%	19,545,251.464

	TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERV INC FOR EXCLUSIVE BENEFIT OF CUSTOMERS ATTN PATRICK NELSON 730 3RD AVE NEW YORK NY 10017-3206	6.51%	11,460,261.215

	MAC & CO 179397 ATTN MUTUAL FUND OPERATION 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	6.47%	11,385,069.482

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	6.07%	10,672,715.304

	VANGUARD FIDUCIARY TRUST COMPANY PO BOX 2900 VALLEY FORGE PA 19482-2900	5.38%	9,472,051.661

TIAA-CREF Funds ■ Statement of Additional Information 77


Fund—Class		Percentage of holdings	Shares

Social Choice Equity Fund—Advisor Class

	VRSCO FBO AIGFSB CUST TTEE FBO GLENS FALLS HOSPITAL 403B 2727-A ALLEN PARKWAY, 4-D1 HOUSTON TX 77019-2107	26.65%	507,824.536

	MERRILL LYNCH, PIERCE, FENNER & SMITH, INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484	19.24%	366,597.077

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	18.34%	349,426.355

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	13.74%	261,824.049

	RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN: COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102	8.28%	157,818.170

	STATE STREET BANK & TRUST CO. FBO VARIOUS RETIREMENT PLANS TRANSAMERICA RETIREMENT SOLUTIONS HARRISON NY 10528	6.96%	132,615.339


Social Choice Equity Fund—Premier Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	81.74%	1,348,817.373

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	7.78%	128,451.063


Social Choice Equity Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	78.68%	23,937,163.702

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	13.49%	4,105,807.549


Social Choice Equity Fund—Retail Class

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	24.84%	7,079,696.505

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	13.97%	3,979,766.835

	NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD FL 4 JERSEY CITY NJ 07310-2010	7.54%	2,149,883.802


Social Choice International Equity Fund—Institutional Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	25.64%	16,111,945.481

	SEI PRIVATE TRUST COMPANY C/O TIAA SWP 1 FREEDOM VALLEY DRIVE OAKS PA 19456-9989	19.40%	12,188,283.383

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	17.49%	10,990,252.386

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	17.36%	10,905,855.317

	TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERV INC FOR EXCLUSIVE BENEFIT OF CUSTOMERS ATTN PATRICK NELSON 730 3RD AVE NEW YORK NY 10017-3206	16.60%	10,433,409.442


Social Choice International Equity Fund—Advisor Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	68.99%	747,467.107

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	11.43%	123,793.439

	MERRILL LYNCH, PIERCE, FENNER & SMITH, INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484	6.58%	71,252.955


Social Choice International Equity Fund—Premier Class

	HEARTLAND BANK AND TRUST COMPANY 0 ASSET MANAGEMENT & TRUST SERVICES 200 WEST COLLEGE AVENUE NORMAL IL 61761-2577	68.11%	34,727.093

	TEACHERS INSURANCE & ANNUITY ASSOC ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	18.25%	9,302.326

	INTERACTIVE BROKERS LLC 2 PICKWICK PLAZA GREENWICH CT 06830-5576	13.64%	6,955.224


Social Choice International Equity Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	99.75%	55,827,718.849

78 Statement of Additional Information ■ TIAA-CREF Funds


Fund—Class		Percentage of holdings	Shares

Social Choice International Equity Fund—Retail Class

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	68.24%	1,701,303.209

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	13.21%	329,264.694


Social Choice Low Carbon Equity Fund—Institutional Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	44.90%	10,904,956.288

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	27.41%	6,657,180.158

	SEI PRIVATE TRUST COMPANY C/O TIAA SWP 1 FREEDOM VALLEY DRIVE OAKS PA 19456-9989	13.17%	3,198,839.456

	TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERV INC FOR EXCLUSIVE BENEFIT OF CUSTOMERS ATTN PATRICK NELSON 730 3RD AVE NEW YORK NY 10017-3206	5.44%	1,321,299.713

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	5.12%	1,244,579.071


Social Choice Low Carbon Equity Fund—Advisor Class

	RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN: COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102	48.99%	126,666.246

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	23.06%	59,638.241

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	14.75%	38,137.641


Social Choice Low Carbon Equity Fund—Premier Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	88.33%	225,678.748

	TEACHERS INSURANCE & ANNUITY ASSOC ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	9.79%	25,000.000


Social Choice Low Carbon Equity Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	98.41%	31,130,919.273


Social Choice Low Carbon Equity Fund—Retail Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	45.20%	1,494,516.929

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	13.55%	447,994.635


S&P 500 Index Fund—Institutional Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	51.62%	62,802,631.045

	TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERV INC FOR EXCLUSIVE BENEFIT OF CUSTOMERS ATTN PATRICK NELSON 730 3RD AVE NEW YORK NY 10017-3206	14.47%	17,603,388.910

	MAC & CO A/C 262534 ATTN MUTUAL FUND OPERATION 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	10.38%	12,630,187.719

	MAC & CO 179497 ATTN MUTUAL FUND OPERATION 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	5.48%	6,668,364.983


S&P 500 Index Fund—Advisor Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	75.22%	2,177,305.247

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	22.57%	653,338.010


S&P 500 Index Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	75.92%	35,633,645.447

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	13.49%	6,330,740.761

TIAA-CREF Funds ■ Statement of Additional Information 79


Fund—Class		Percentage of holdings	Shares

Bond Index Fund—Institutional Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	59.61%	601,951,357.547

	MAC & CO 179404 ATTN MUTUAL FUND OPERATION 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	19.76%	199,544,800.601

	MAC & CO A/C 262482 ATTN MUTUAL FUND OPERATION 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	8.30%	83,847,522.354


Bond Index Fund—Advisor Class

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	98.16%	2,730,267.017


Bond Index Fund—Premier Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	66.53%	1,725,215.382

	MATRIX TRUST COMPANY AS AGENT FOR NEWPORT TRUST COMPANY CARMAX, INC. EXECUTIVE DEFERRED COM 35 IRON POINT CIR STE 300 FOLSOM CA 95630-8589	30.89%	801,014.825


Bond Index Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	90.08%	46,126,731.451


Bond Index Fund—Retail Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	28.43%	828,571.032

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	6.26%	182,339.493


Bond Index Fund—Class W

	TIAA-CREF LIFECYCLE INDEX 2030 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	20.13%	259,709,460.270

	TIAA-CREF LIFECYCLE INDEX 2035 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	17.47%	225,390,509.459

	TIAA-CREF LIFECYCLE INDEX 2025 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	17.29%	223,047,918.988

	TIAA-CREF LIFECYCLE INDEX 2040 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	12.96%	167,259,444.082

	TIAA-CREF LIFECYCLE INDEX 2020 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	9.73%	125,509,263.370

	TIAA-CREF LIFECYCLE INDEX 2045 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	6.92%	89,296,938.944


Core Bond Fund—Institutional Class

	CHARLES SCHWAB & CO INC ATTN:MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	40.36%	216,056,178.325

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	18.92%	101,260,224.466

	MAC & CO A/C 990856 ATTN: MUTUAL FUND OPERATIONS 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	18.71%	100,156,670.419

	SEI PRIVATE TRUST COMPANY C/O TIAA SWP 1 FREEDOM VALLEY DRIVE OAKS PA 19456-9989	8.47%	45,316,384.727


Core Bond Fund—Advisor Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	96.02%	68,797,113.806


Core Bond Fund—Premier Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	51.82%	180,283.755

	EMPOWER TRUST FBO EMPLOYEE BENEFITS CLIENTS 401K 8515 E ORCHARD RD 2T2 GREENWOOD VLG CO 80111-5002	43.99%	153,043.185

80 Statement of Additional Information ■ TIAA-CREF Funds


Fund—Class		Percentage of holdings	Shares

Core Bond Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	81.80%	10,675,429.614

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	7.75%	1,011,706.095


Core Bond Fund—Retail Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	26.60%	2,129,044.007


Core Bond Fund—Class W

	TIAA-CREF IMF LIFECYCLE FUND #2030 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	19.15%	84,185,529.308

	TIAA-CREF IMF LIFECYCLE FUND #2025 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	18.78%	82,529,970.101

	TIAA-CREF IMF LIFECYCLE FUND #2035 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	16.34%	71,827,245.339

	TIAA-CREF IMF LIFECYCLE FUND #2020 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	12.97%	56,985,808.525

	TIAA-CREF IMF LIFECYCLE FUND #2040 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	12.61%	55,406,640.062

	TIAA-CREF IMF LIFECYCLE FUND #2015 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	6.05%	26,572,651.338


Core Impact Bond Fund—Institutional Class

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	18.69%	97,736,484.087

	NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN: MUTUAL FUNDS DEPT FL 4 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995	17.74%	92,737,133.245

	MORGAN STANLEY SMITH BARNEY LLC FOR THE EXCLUSIVE BENE OF ITS CUST 1 NEW YORK PLZ FL 12 NEW YORK NY 10004-1965	12.21%	63,844,281.461

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	9.61%	50,236,729.159

	SEI PRIVATE TRUST COMPANY C/O TIAA SWP 1 FREEDOM VALLEY DRIVE OAKS PA 19456-9989	8.03%	42,002,945.632

	JP MORGAN SECURITIES LLC OMNIBUS ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS 4 CHASE METROTECH CENTER 3RD FLOOR MUTUAL FUND DEPARTMENT BROOKLYN NY 11245-0003	5.07%	26,489,755.427


Core Impact Bond Fund—Advisor Class

	MERRILL LYNCH, PIERCE, FENNER & SMITH, INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484	49.11%	58,749,798.297

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	22.44%	26,838,143.623

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	9.17%	10,972,523.686

	RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN: COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102	5.76%	6,895,477.651


Core Impact Bond Fund—Premier Class

	MERRILL LYNCH, PIERCE, FENNER & SMITH, INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484	59.04%	794,033.372

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	12.72%	171,068.395

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	9.82%	132,102.017

	ASCENSUS TRUST COMPANY FBO CCOF 401(K) 686076 P.O. BOX 10758 FARGO ND 58106-0758	5.57%	74,948.967

	HEARTLAND BANK AND TRUST COMPANY 0 ASSET MANAGEMENT & TRUST SERVICES 200 WEST COLLEGE AVENUE NORMAL IL 61761-2577	5.37%	72,196.493

TIAA-CREF Funds ■ Statement of Additional Information 81


Fund—Class		Percentage of holdings	Shares

Core Impact Bond Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	88.10%	22,177,637.711


Core Impact Bond Fund—Retail Class

	RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN: COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102	56.07%	15,971,083.032

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	22.37%	6,372,690.500

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	6.31%	1,796,765.797


Core Plus Bond Fund—Institutional Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	23.65%	39,284,643.790

	TIAA-CREF MANAGED ALLOCATION II AC ATTN TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3207	22.43%	37,247,947.569

	TIAA-CREF LIFESTYLE MODERATE FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	14.26%	23,690,511.258

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	8.77%	14,562,202.289

	TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERV INC FOR EXCLUSIVE BENEFIT OF CUSTOMERS ATTN PATRICK NELSON 730 3RD AVE NEW YORK NY 10017-3206	6.11%	10,140,954.220

	TIAA-CREF LIFESTYLE CONSERVATIVE FD ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	6.08%	10,095,553.534


Core Plus Bond Fund—Advisor Class

	BAND & CO C/O US BANK PO BOX 1787 MILWAUKEE WI 53201-1787	41.60%	3,659,373.279

	EMPOWER TRUST CO LLC TRUSTEE/C FBO RETIREMENT PLANS 8515 E ORCHARD RD 2T2 GREENWOOD VLG CO 80111-5002	22.79%	2,004,627.793

	WASHINGTON & CO C/O US BANK PO BOX 1787 MILWAUKEE WI 53201-1787	5.55%	488,310.449

	NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN: MUTUAL FUNDS DEPT FL 4 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995	5.29%	465,471.421


Core Plus Bond Fund—Premier Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	96.38%	337,547.450


Core Plus Bond Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	84.04%	25,379,378.484

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	13.19%	3,982,586.712


Core Plus Bond Fund—Retail Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	11.64%	2,889,058.915


Core Plus Bond Fund—Class W

	TIAA-CREF IMF LIFECYCLE FUND #2030 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	19.16%	52,034,513.875

	TIAA-CREF IMF LIFECYCLE FUND #2025 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	18.79%	51,020,765.052

	TIAA-CREF IMF LIFECYCLE FUND #2035 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	16.35%	44,397,332.735

	TIAA-CREF IMF LIFECYCLE FUND #2020 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	12.97%	35,229,178.991

	TIAA-CREF IMF LIFECYCLE FUND #2040 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	12.60%	34,220,141.208

	TIAA-CREF IMF LIFECYCLE FUND #2015 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	6.05%	16,423,204.523

82 Statement of Additional Information ■ TIAA-CREF Funds


Fund—Class		Percentage of holdings	Shares

5–15 Year Laddered Tax-Exempt Bond Fund—Institutional Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	88.15%	729,910.757

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	5.87%	48,600.389


5–15 Year Laddered Tax-Exempt Bond Fund—Advisor Class

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	37.08%	13,635.594

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	29.13%	10,709.567

	TEACHERS INSURANCE & ANNUITY ASSOC ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	25.58%	9,404.809

	RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN: COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102	8.21%	3,019.695


5–15 Year Laddered Tax-Exempt Bond Fund—Retail Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	21.24%	4,644,288.617


Green Bond Fund—Institutional Class

	TIAA GLOBAL PUBLIC INVESTMENTS LLC SERIES CAT ATTN EMILIA WIENER 730 3RD AVE NEW YORK NY 10017-3206	46.25%	4,943,906.802

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	24.42%	2,610,762.452

	TEACHERS INSURANCE & ANNUITY ASSOC ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	19.64%	2,100,000.000

	MORGAN STANLEY SMITH BARNEY LLC FOR THE EXCLUSIVE BENE OF ITS CUST 1 NEW YORK PLZ FL 12 NEW YORK NY 10004-1965	5.06%	541,087.302


Green Bond Fund—Advisor Class

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	93.29%	3,671,333.264


Green Bond Fund—Premier Class

	TEACHERS INSURANCE & ANNUITY ASSOC ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	100.00%	100,000.000


Green Bond Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	87.61%	1,286,286.262

	TEACHERS INSURANCE & ANNUITY ASSOC ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	6.81%	100,000.000

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	5.39%	79,165.185


Green Bond Fund—Retail Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	52.45%	405,086.735

	TEACHERS INSURANCE & ANNUITY ASSOC INSURANCE COMPANIES ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	12.95%	100,000.000


High-Yield Fund—Institutional Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	31.20%	39,716,015.946

	NATIONAL FINANCIAL SVCS CORP FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS RUSS LENNON 499 WASHINGTON BLVD FL 5 JERSEY CITY NJ 07310-2010	14.84%	18,887,738.229

	TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERV INC FOR EXCLUSIVE BENEFIT OF CUSTOMERS ATTN PATRICK NELSON 730 3RD AVE NEW YORK NY 10017-3206	14.17%	18,039,481.219

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	10.30%	13,108,543.004

	MAC & CO A/C 990859 ATTN: MUTUAL FUND OPERATIONS 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	8.44%	10,742,432.074

TIAA-CREF Funds ■ Statement of Additional Information 83


Fund—Class		Percentage of holdings	Shares

High-Yield Fund—Advisor Class

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	67.20%	340,260.150

	UBS WM USA 0O0 11011 6100 OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761	6.82%	34,525.157

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	6.28%	31,800.599


High-Yield Fund—Premier Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	93.48%	1,169,823.754

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	5.11%	63,896.315


High-Yield Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	76.10%	18,711,599.878

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	9.19%	2,258,678.070

	JPMORGAN CUSTODIAN TIAA-CREF TRUST CO NON ERISA TDA C/O JPMORGAN CHASE BANK ATTN: DC PLAN SERVICE TEAM TIAA 4 NEW YORK PLZ FL 12 NEW YORK NY 10004-2413	8.53%	2,097,355.465

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	5.02%	1,233,526.260


High-Yield Fund—Retail Class

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	31.26%	7,760,216.917

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	9.77%	2,426,111.917

	NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 499 WASHINGTON BLVD FL 4 JERSEY CITY NJ 07310-2010	5.30%	1,315,018.126


High-Yield Fund—Class W

	TIAA-CREF IMF LIFECYCLE FUND #2030 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	18.89%	8,436,675.310

	TIAA-CREF IMF LIFECYCLE FUND #2025 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	18.53%	8,273,318.583

	TIAA-CREF IMF LIFECYCLE FUND #2035 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	16.13%	7,201,232.554

	TIAA-CREF IMF LIFECYCLE FUND #2020 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	12.74%	5,690,700.352

	TIAA-CREF IMF LIFECYCLE FUND #2040 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	12.42%	5,547,286.269

	TIAA-CREF IMF LIFECYCLE FUND #2015 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	5.96%	2,661,211.089


Inflation-Linked Bond Fund—Institutional Class

	MAC & CO A/C 990858 ATTN: MUTUAL FUND OPERATIONS 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	39.52%	21,614,722.658

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	29.61%	16,192,539.963

	MAC & CO A/C 425748 ATTN: MUTUAL FUND OPERATIONS 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	9.27%	5,071,532.800

	MAC & CO A/C 449495 ATTN: MUTUAL FUND OPERATIONS 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	6.64%	3,632,427.117

84 Statement of Additional Information ■ TIAA-CREF Funds


Fund—Class		Percentage of holdings	Shares

Inflation-Linked Bond Fund—Advisor Class

	BAND & CO C/O US BANK PO BOX 1787 MILWAUKEE WI 53201-1787	21.15%	1,374,661.618

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	13.45%	874,106.077

	VANTAGEPOINT TRADITIONAL IRA C/O MISSIONSQUARE RETIREMENT 777 NORTH CAPITOL STREET, NE WASHINGTON DC 20002-4239	12.24%	795,743.725

	RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN: COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102	6.21%	403,867.857


Inflation-Linked Bond Fund—Premier Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	78.48%	74,983.099

	ASCENSUS TRUST COMPANY FBO NATIONAL UNIVERSITY OF HEALTH SCIEN 260259 P.O. BOX 10758 FARGO ND 58106-0758	18.31%	17,498.479


Inflation-Linked Bond Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	91.48%	10,635,190.454


Inflation-Linked Bond Fund—Retail Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	15.77%	1,892,584.230

	EMPOWER TRUST FBO EMPLOYEE BENEFITS CLIENTS 401K 8515 E ORCHARD RD 2T2 GREENWOOD VLG CO 80111-5002	6.59%	790,633.472


Inflation-Linked Bond Fund—Class W

	TIAA-CREF LIFECYCLE INDEX 2025 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	15.65%	30,154,761.500

	TIAA-CREF LIFECYCLE INDEX 2030 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	12.87%	24,800,696.862

	TIAA-CREF LIFECYCLE INDEX 2020 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	11.47%	22,109,099.344

	TIAA-CREF IMF LIFECYCLE FUND #2025 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	10.56%	20,338,641.063

	TIAA-CREF IMF LIFECYCLE FUND #2020 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	9.42%	18,151,665.120

	TIAA-CREF IMF LIFECYCLE FUND #2030 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	7.85%	15,133,752.591

	TIAA-CREF LIFECYCLE INDEX 2035 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	5.47%	10,541,904.378

	TIAA-CREF IMF LIFECYCLE FUND #2015 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	5.44%	10,488,098.808

	TIAA-CREF LIFECYCLE INDEX 2015 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	5.01%	9,651,134.528


Short Duration Impact Bond Fund—Institutional Class

	TEACHERS INSURANCE & ANNUITY ASSOC ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	33.68%	2,100,000.000

	MORGAN STANLEY SMITH BARNEY LLC FOR THE EXCLUSIVE BENE OF ITS CUST 1 NEW YORK PLZ FL 12 NEW YORK NY 10004-1965	26.71%	1,665,061.502

	BANK OF AMERICA NA CUSTODIAN FBO MFO 0128808 PO BOX 843869 DALLAS TX 75284-3869	25.07%	1,562,939.065

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	10.24%	638,753.135

TIAA-CREF Funds ■ Statement of Additional Information 85


Fund—Class		Percentage of holdings	Shares

Short Duration Impact Bond Fund—Advisor Class

	TEACHERS INSURANCE & ANNUITY ASSOC ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	62.42%	100,000.000

	JP MORGAN SECURITIES LLC OMNIBUS ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS 4 CHASE METROTECH CENTER 3RD FLOOR MUTUAL FUND DEPARTMENT BROOKLYN NY 11245-0003	14.39%	23,055.697

	UBS WM USA 0O0 11011 6100 OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761	9.67%	15,498.350

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	6.63%	10,617.495


Short Duration Impact Bond Fund—Premier Class

	TEACHERS INSURANCE & ANNUITY ASSOC ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	100.00%	100,000.000


Short Duration Impact Bond Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	82.34%	518,966.150

	TEACHERS INSURANCE & ANNUITY ASSOC ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	15.87%	100,000.000


Short Duration Impact Bond Fund—Retail Class

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	34.36%	111,944.284

	TEACHERS INSURANCE & ANNUITY ASSOC INSURANCE COMPANIES ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	30.69%	100,000.000

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	18.43%	60,041.082

	R NEIL VANCE SUSAN K ZIMMERMAN JT TEN 202 LOUISE DR MORRISVILLE PA 19067-4830	6.65%	21,653.216


Short-Term Bond Fund—Institutional Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	28.56%	13,583,786.022

	SEI PRIVATE TRUST COMPANY C/O TIAA SWP 1 FREEDOM VALLEY DRIVE OAKS PA 19456-9989	18.06%	8,592,581.891

	TIAA-CREF LIFESTYLE CONSERVATIVE FD ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	13.04%	6,203,051.937

	TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERV INC FOR EXCLUSIVE BENEFIT OF CUSTOMERS ATTN PATRICK NELSON 730 3RD AVE NEW YORK NY 10017-3206	8.30%	3,945,857.984

	CAPINCO C/O US BANK PO BOX 1787 MILWAUKEE WI 53201-1787	7.17%	3,412,103.011

	TIAA-CREF LIFESTYLE INCOME FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	6.67%	3,172,136.310

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	5.41%	2,574,445.252


Short-Term Bond Fund—Advisor Class

	BAND & CO C/O US BANK PO BOX 1787 MILWAUKEE WI 53201-1787	22.16%	4,080,896.147

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	6.22%	1,145,419.477


Short-Term Bond Fund—Premier Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	91.59%	207,744.650

	STATE STREET BANK TRUSTEE CUST FBO ADP ACCESS PRODUCT 1 LINCOLN ST BOSTON MA 02111-2901	8.41%	19,068.996


Short-Term Bond Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	92.52%	16,875,189.359


Short-Term Bond Fund—Retail Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	15.65%	1,784,696.033

86 Statement of Additional Information ■ TIAA-CREF Funds


Fund—Class		Percentage of holdings	Shares
Short-Term Bond Fund—Class W

	TIAA-CREF IMF LIFECYCLE FUND #2025 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	23.49%	21,340,572.231

	TIAA-CREF IMF LIFECYCLE FUND #2020 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	20.96%	19,042,170.517

	TIAA-CREF IMF LIFECYCLE FUND #2030 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	17.53%	15,924,804.086

	TIAA-CREF IMF LIFECYCLE FUND #2010 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	12.10%	10,991,568.393

	TIAA-CREF IMF LIFECYCLE FUND #2015 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	12.10%	10,990,177.591

	TIAA-CREF IMF LIFECYCLE FUND #2035 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	7.67%	6,965,158.804


Short-Term Bond Index Fund—Institutional Class

	MAC & CO A/C 425755 ATTN: MUTUAL FUND OPERATIONS 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	71.18%	5,609,980.436

	CAPINCO C/O US BANK NA PO BOX 1787 MILWAUKEE WI 53201-1787	5.81%	457,564.475

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	5.35%	421,650.521


Short-Term Bond Index Fund—Advisor Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	63.70%	35,108.614

	TEACHERS INSURANCE & ANNUITY ASSOC ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	18.21%	10,039.187

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	17.39%	9,586.805


Short-Term Bond Index Fund—Premier Class

	TEACHERS INSURANCE & ANNUITY ASSOC ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	79.65%	25,000.000

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	20.35%	6,387.581


Short-Term Bond Index Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	99.92%	64,263,349.568


Short-Term Bond Index Fund—Retail Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	27.55%	72,363.458

	ANN H CROWE TOD SUBJECT TO TOD RULES 369 MEADOW VALLEY RD LEXINGTON KY 40511-8620	6.78%	17,817.596

	PAUL TESSMER POA FBO KATHLEEN M TESSMER TTEE KATHLEEN M TESSMER FAMILY TRUST UA DTD 02/24/2003 105 NORTH ST MADISON WI 53704-4916	6.24%	16,395.082


Short-Term Bond Index Fund—Class W

	TIAA-CREF LIFECYCLE INDEX 2025 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	26.89%	32,944,770.052

	TIAA-CREF LIFECYCLE INDEX 2030 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	22.12%	27,097,422.228

	TIAA-CREF LIFECYCLE INDEX 2020 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	19.72%	24,156,806.562

	TIAA-CREF LIFECYCLE INDEX 2035 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	9.39%	11,507,238.635

	TIAA-CREF LIFECYCLE INDEX 2015 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	8.61%	10,545,001.612

	TIAA-CREF LIFECYCLE INDEX 2010 FUND ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	7.33%	8,978,657.953

	TIAA-CREF LIFECYCLE INDX RET INC FD ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	5.95%	7,295,954.715

TIAA-CREF Funds ■ Statement of Additional Information 87


Fund—Class		Percentage of holdings	Shares

Emerging Markets Debt Fund—Institutional Class

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	29.59%	3,353,162.895

	CAPINCO C/O US BANK NA 1555 N RIVERCENTER DR STE 302 MILWAUKEE WI 53212-3958	13.89%	1,574,212.796

	MAC & CO A/C 449513 ATTN: MUTUAL FUND OPERATIONS 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	12.22%	1,384,581.093

	MORGAN STANLEY SMITH BARNEY LLC FOR THE EXCLUSIVE BENE OF ITS CUST 1 NEW YORK PLZ FL 12 NEW YORK NY 10004-1965	11.42%	1,294,582.067

	PERSHING LLC P. O. BOX 2052 JERSEY CITY NJ 07303-2052	7.71%	873,650.663

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	5.39%	610,993.674


Emerging Markets Debt Fund—Advisor Class

	UBS WM USA 0O0 11011 6100 OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761	33.42%	582,119.072

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	28.40%	494,691.686

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	21.27%	370,479.491

	JOHN HANCOCK TRUST COMPANY LLC 690 CANTON ST SUITE 100 WESTWOOD MA 02090-2324	6.60%	114,882.528


Emerging Markets Debt Fund—Premier Class

	TEACHERS INSURANCE & ANNUITY ASSOC ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	100.00%	25,000.000


Emerging Markets Debt Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	97.51%	2,155,004.407


Emerging Markets Debt Fund—Retail Class

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	74.63%	1,097,241.386

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	7.78%	114,404.146


Emerging Markets Debt Fund—Class W

	TIAA-CREF IMF LIFECYCLE FUND #2030 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	19.15%	8,356,620.412

	TIAA-CREF IMF LIFECYCLE FUND #2025 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	18.78%	8,194,357.353

	TIAA-CREF IMF LIFECYCLE FUND #2035 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	16.34%	7,129,888.309

	TIAA-CREF IMF LIFECYCLE FUND #2020 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	12.96%	5,656,664.314

	TIAA-CREF IMF LIFECYCLE FUND #2040 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	12.60%	5,501,046.631

	TIAA-CREF IMF LIFECYCLE FUND #2015 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	6.04%	2,635,292.902


International Bond Fund—Institutional Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	70.07%	63,708.640

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	28.48%	25,892.328

88 Statement of Additional Information ■ TIAA-CREF Funds


Fund—Class		Percentage of holdings	Shares

International Bond Fund—Advisor Class

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	46.97%	80,391.684

	JP MORGAN SECURITIES LLC FBO: 096-06018-13 4 CHASE METROTECH CTR BROOKLYN NY 11245-0001	40.77%	69,781.494

	TEACHERS INSURANCE & ANNUITY ASSOC ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	6.00%	10,274.669

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	5.26%	8,994.219


International Bond Fund—Premier Class

	TEACHERS INSURANCE & ANNUITY ASSOC ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE STE 2A NEW YORK NY 10017-3207	100.00%	10,285.132


International Bond Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	94.15%	604,258.673

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	5.67%	36,413.802


International Bond Fund—Retail Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	44.08%	75,356.169

	KARAN J KUNTZ TTEE KARAN KUNTZ TRUST UA DTD 08/11/2021 3910 LAKEVIEW BLVD LAKE OSWEGO OR 97035-5549	6.52%	11,153.635


International Bond Fund—Class W

	TIAA-CREF IMF LIFECYCLE FUND #2030 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	19.12%	9,089,584.778

	TIAA-CREF IMF LIFECYCLE FUND #2025 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	18.81%	8,945,566.644

	TIAA-CREF IMF LIFECYCLE FUND #2035 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	16.37%	7,782,678.827

	TIAA-CREF IMF LIFECYCLE FUND #2020 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	12.94%	6,152,818.518

	TIAA-CREF IMF LIFECYCLE FUND #2040 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	12.61%	5,993,226.763

	TIAA-CREF IMF LIFECYCLE FUND #2015 ATTN: TIAA-CREF MUTUAL FUND OPS 730 3RD AVE NEW YORK NY 10017-3206	6.04%	2,871,971.687


Money Market Fund—Institutional Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	75.82%	814,061,520.407

	MAC & CO A/C 990876 ATTN: MUTUAL FUND OPERATIONS 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	11.97%	128,518,367.570

	TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERV INC FOR EXCLUSIVE BENEFIT OF CUSTOMERS ATTN PATRICK NELSON 730 3RD AVE NEW YORK NY 10017-3206	5.79%	62,150,407.000


Money Market Fund—Advisor Class

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	99.24%	41,766,236.690


Money Market Fund—Premier Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	56.04%	22,617,633.020

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS TTEE/CUST FOR RHSP CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	22.28%	8,991,370.450

	INTERACTIVE BROKERS LLC 2 PICKWICK PLAZA GREENWICH CT 06830-5576	20.56%	8,297,047.686

TIAA-CREF Funds ■ Statement of Additional Information 89


Fund—Class		Percentage of holdings	Shares

Money Market Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	79.39%	527,890,679.080

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	9.89%	65,762,040.030

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS TTEE/CUST FOR RHSP CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	8.00%	53,188,896.670


Real Estate Securities Fund—Institutional Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	35.33%	41,383,145.905

	TIAA-CREF INDIVIDUAL & INSTITUTIONAL SERV INC FOR EXCLUSIVE BENEFIT OF CUSTOMERS ATTN PATRICK NELSON 730 3RD AVE NEW YORK NY 10017-3206	19.69%	23,061,356.662

	MAC & CO A/C 990855 ATTN: MUTUAL FUND OPERATIONS 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502	7.84%	9,183,612.979

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	7.77%	9,099,401.444

	PERSHING LLC P. O. BOX 2052 JERSEY CITY NJ 07303-2052	7.06%	8,270,620.344


Real Estate Securities Fund—Advisor Class

	LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT ATTN MUTUAL FUND TRADING PO BOX 509046 SAN DIEGO CA 92150-9046	38.67%	1,282,669.390

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	35.88%	1,190,220.737

	RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN: COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102	18.63%	617,884.349


Real Estate Securities Fund—Premier Class

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	78.16%	1,161,298.987

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1901	9.78%	145,332.811


Real Estate Securities Fund—Retirement Class

	JPMORGAN CHASE BANK NA FBO TIAA-CREF TRUST CO AS CUST FOR IRA CLIENTS ATTN: DC PLAN SERVICE TEAM 4 NEW YORK PLZ FL 17 NEW YORK NY 10004-2413	81.21%	23,213,998.722

	TIAA TRUST, N.A. AS CUST/TTEE OF RETIREMENT PLANS RECORDKEPT BY TIAA ATTN: FUND OPERATIONS 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500	11.70%	3,344,708.828


Real Estate Securities Fund—Retail Class

	CHARLES SCHWAB & CO INC ATTN: MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	28.68%	5,604,608.293

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	10.49%	2,050,588.073

Any person owning more than 25% of a Fund’s shares may be considered a “controlling person” of that Fund. A controlling person’s vote could have a more significant effect on matters presented to shareholders for approval than the vote of other Fund shareholders.

Investment advisory and other services

Investment advisory services

Investment advisory and related services for the Trust are provided by personnel of Advisors, which is registered with the SEC under the Investment Advisers Act of 1940 (“Advisers Act”). Advisors manages the investment and reinvestment of the assets of the Funds, subject to the oversight of the Board of Trustees. Advisors performs research, makes recommendations and places orders for the purchase and sale of securities. Advisors also provides or oversees the provision of portfolio accounting, custodial, compliance, administrative and related services for the assets of the Funds.

TIAA, an insurance company, holds all of the shares of Nuveen, LLC (“Nuveen”), the investment management arm of TIAA. Nuveen, in turn, holds all of the shares of Nuveen Finance, LLC, which holds all of the shares of Advisors. Nuveen Finance, LLC also holds all the shares of Nuveen Holdings 1, Inc., which holds all the shares of Nuveen Holdings, Inc., which holds all the

90 Statement of Additional Information ■ TIAA-CREF Funds

shares of Nuveen Investments, Inc., which holds all the shares of Nuveen Securities, LLC (“Nuveen Securities”), the principal underwriter of the Trust. All of the foregoing are affiliates of the Trust and Advisors.

Nuveen Fund Advisors, LLC (“Nuveen Fund Advisors”), Nuveen Asset Management, LLC (“Nuveen Asset Management”), Advisors and Investment Management are each wholly owned subsidiaries of Nuveen. Advisors currently serves as sub-adviser to certain funds managed by Nuveen Fund Advisors. As a result of their common ownership by Nuveen and, ultimately, TIAA, Nuveen Fund Advisors, Nuveen Asset Management, Advisors and Investment Management are considered affiliated persons under common control, and the registered investment companies managed by each are considered to be part of the same group of investment companies.

Advisors manages each Fund according to an investment management agreement with the Trust (the “Management Agreement”). Under the Management Agreement, investment management fees are calculated daily and paid monthly to Advisors. They are calculated as a percentage of the average value of the daily net assets for each Fund, and are accrued daily proportionately at 1/365th (1/366th in a leap year) of the rates set forth in the Prospectuses.

As described in the International Bond Fund’s Prospectus, Advisors serves as the Subsidiaries’ investment adviser. Pursuant to its investment management agreements with the Subsidiaries, Advisors does not receive compensation from the Subsidiaries for the portfolio management, portfolio accounting, custodial, compliance, administrative and related services it provides to the Subsidiaries. The direct expenses of the Subsidiaries, if any, which may include portfolio accounting, custodial, compliance, administrative and related services, are borne by the International Bond Fund, subject to the Fund’s expense reimbursement arrangements. The investment management agreements between Advisors and the Subsidiaries may be terminated at any time without penalty upon 60 days’ written notice by action of the Subsidiaries’ directors or by Advisors, and will terminate automatically in the event of an “assignment” (as defined in the Advisers Act) thereof. The investment management agreements with the Subsidiaries provides for their automatic termination upon the termination of the International Bond Fund’s Investment Management Agreement.

The Funds also pay Advisors for certain administrative and compliance services that Advisors provides to the Funds on an at-cost basis. Advisors provides these administrative and compliance services pursuant to a separate Administrative Services Agreement dated January 2, 2012.

Furthermore, Advisors has contractually agreed to reimburse the Funds for total expenses of the Funds that exceed certain amounts, as stated in the Prospectuses through at least: (i) February 28, 2025 for the Equity, Emerging Markets Debt and International Bond Funds; and (ii) July 31, 2024 for all other Fixed-Income and Real Estate Securities Funds. For Class W shares, Advisors has also contractually agreed to waive and/or reimburse, for each Fund that offers Class W shares, Class W shares’ net investment management fees in their entirety. Advisors expects this fee waiver and/or reimbursement arrangement to remain in effect indefinitely, unless changed or terminated with approval of the Board. However, Advisors may receive an investment management fee from the other investment portfolios structured as “funds of funds” that invest in Class W shares of the Funds (the “Funds of Funds”) and other investors in Class W shares.

For Class W shares, Advisors, in its capacity as administrator to the Funds, has contractually agreed to reimburse, for each Fund that offers Class W shares, Class W shares’ net other expenses (excluding interest, taxes, brokerage commissions or other transactional expenses, Acquired fund fees and expenses, Trustee expenses and extraordinary expenses) in their entirety. Advisors expects this expense reimbursement arrangement to remain in effect indefinitely, unless changed or terminated with approval of the Board. Pursuant to contractual agreements between Advisors, a Fund of Funds or other advisory client or account of Advisors or its affiliates, and the Fund offering Class W shares in which the Fund of Funds or such other advisory client or account invests, investors in Class W shares are contractually obligated to reimburse Advisors for the Class W shares’ net other expenses it assumes with respect to a Fund.

For the fiscal years ended October 31, 2023, October 31, 2022 and October 31, 2021 for the following Funds, the tables below reflect (i) the total dollar amount of investment management fees for each Fund, (ii) the amount of any waiver of the portion of the investment management fee attributable to each Fund, and (iii) the net investment management fees for each Fund after such waivers.

TIAA-CREF Funds ■ Statement of Additional Information 91


	Gross						Waived						Net
	Fiscal years ended October 31,						Fiscal years ended October 31,						Fiscal years ended October 31,
Fund	2023		2022		2021		2023		2022		2021		2023		2022		2021
Emerging Markets Equity Fund	$	13,635,594	$	12,421,283	$	13,663,876	$	—	$	—	$	—	$	13,635,594	$	12,421,283	$	13,663,876
Emerging Markets Equity Index Fund		5,364,509		5,764,611		5,941,794		—		—		—		5,364,509		5,764,611		5,941,794
Equity Index Fund		14,345,951		13,445,083		12,996,865		—		—		—		14,345,951		13,445,083		12,996,865
Growth & Income Fund		21,098,702		23,386,529		24,778,832		390,726		267,353		—		20,707,976		23,119,176		24,778,832
International Equity Fund		29,070,390		26,430,868		27,101,974		—		—		—		29,070,390		26,430,868		27,101,974
International Equity Index Fund		8,080,243		7,060,053		6,619,595		—		—		—		8,080,243		7,060,053		6,619,595
International Opportunities Fund		13,608,955		12,558,278		12,695,530		—		—		—		13,608,955		12,558,278		12,695,530
Large-Cap Growth Fund		20,161,454		22,676,599		26,782,450		578,626		628,563		164,689		19,582,828		22,048,036		26,617,761
Large-Cap Growth Index Fund		3,942,212		3,931,794		5,302,603		—		—		—		3,942,212		3,931,794		5,302,603
Large-Cap Value Fund		19,160,891		20,474,180		22,004,755		—		—		267,549		19,160,891		20,474,180		21,737,206
Large-Cap Value Index Fund		3,267,854		3,398,113		3,335,038		—		—		—		3,267,854		3,398,113		3,335,038
Mid-Cap Growth Fund		4,862,886		6,306,954		7,907,352		—		—		—		4,862,886		6,306,954		7,907,352
Mid-Cap Value Fund		7,518,702		8,591,651		9,337,813		84,984		98,289		107,797		7,433,718		8,493,362		9,230,017
Quant International Small-Cap Equity Fund		7,564,054		8,721,054		8,249,349		—		—		291,501		7,564,054		8,721,054		7,957,848
Quant Small-Cap Equity Fund		10,563,078		11,054,262		12,042,434		—		—		74,796		10,563,078		11,054,262		11,967,639
Quant Small/Mid-Cap Equity Fund		4,919,826		4,769,160		4,953,316		—		—		—		4,919,826		4,769,160		4,953,316
Small-Cap Blend Index Fund		1,280,707		1,515,145		1,781,558		—		—		—		1,280,707		1,515,145		1,781,558
Social Choice Equity Fund		8,862,115		10,157,824		10,269,734		752,533		667,274		516,591		8,109,582		9,490,551		9,753,143
Social Choice International Equity Fund		4,302,882		3,208,506		2,346,492		—		—		—		4,302,882		3,208,506		2,346,492
Social Choice Low Carbon Equity Fund		2,828,234		2,658,264		1,886,076		—		—		—		2,828,234		2,658,264		1,886,076
S&P 500 Index Fund		3,033,055		2,994,822		3,044,219		—		—		—		3,033,055		2,994,822		3,044,219
Emerging Markets Debt Fund		2,567,700		3,041,975		3,554,277		—		—		—		2,567,700		3,041,975		3,554,277
International Bond Fund		1,932,684		2,297,494		2,510,210		—		—		—		1,932,684		2,297,494		2,510,210

For the fiscal years ended March 31, 2023, March 31, 2022 and March 31, 2021 for the following Funds, the tables below reflect (i) the total dollar amount of investment management fees for each Fund, (ii) the amount of any waiver of the portion of the investment management fee attributable to each Fund, and (iii) the net investment management fees for each Fund after such waivers.


	Gross						Waived						Net
	Fiscal years ended March 31,						Fiscal years ended March 31,						Fiscal years ended March 31,
Fund	2023		2022		2021		2023		2022		2021		2023		2022		2021
Bond Index Fund	$	12,659,817	$	16,803,095	$	17,815,710	$	—	$	—	$	—	$	12,659,817	$	16,803,095	$	17,815,710
Core Bond Fund		26,120,836		27,748,792		21,066,775		—		—		—		26,120,836		27,748,792		21,066,775
Core Impact Bond Fund		20,523,823		22,849,600		19,035,121		845,927		—		—		19,677,896		22,849,600		19,035,121
Core Plus Bond Fund		13,059,144		16,043,887		14,718,736		—		—		—		13,059,144		16,043,887		14,718,736
5–15 Year Laddered Tax-Exempt Bond Fund		620,153		717,522		692,605		—		—		—		620,153		717,522		692,605
Green Bond Fund		497,026		234,885		168,451		—		—		—		497,026		234,885		168,451
High-Yield Fund		8,951,750		12,024,760		12,921,034		393,261		532,944		560,127		8,558,489		11,491,816		12,360,907
Inflation-Linked Bond Fund		6,875,870		8,594,617		8,137,523		571,815		721,271		681,524		6,304,055		7,873,346		7,455,999
Short Duration Impact Bond Fund		171,993		105,983		93,285		—		—		—		171,993		105,983		93,285
Short-Term Bond Fund		4,713,633		5,034,868		4,962,423		—		—		—		4,713,633		5,034,868		4,962,423
Short-Term Bond Index Fund		745,684		783,095		603,251		—		—		—		745,684		783,095		603,251
Money Market Fund		1,648,434		1,411,758		1,976,512		—		—		—		1,648,434		1,411,758		1,976,512
Real Estate Securities Fund		15,867,530		19,230,298		12,941,231		1,064,866		70,785		637,667		14,802,664		19,159,513		12,303,564

92 Statement of Additional Information ■ TIAA-CREF Funds

Under the Administrative Services Agreement, the Funds paid to Advisors the allocated cost of certain administrative and compliance services, respectively, that were provided by Advisors. The table below reflects the amounts paid to Advisors by the following Funds for these administrative and compliance services for the prior fiscal years ended October 31, 2023, October 31, 2022 and October 31, 2021:


	Fund administration fees						Compliance fees
Fund	October 31, 2023		October 31, 2022		October 31, 2021		October 31, 2023		October 31, 2022		October 31, 2021
Emerging Markets Equity Fund	$	52,714	$	85,331	$	79,061	$	13,216	$	10,228	$	9,940
Emerging Markets Equity Index Fund		76,600		123,614		104,330		19,219		14,765		13,302
Equity Index Fund		275,808		429,369		369,148		68,488		51,618		47,126
Growth & Income Fund		74,659		133,081		123,298		19,060		16,006		15,399
International Equity Fund		86,228		132,365		119,458		21,329		15,853		15,367
International Equity Index Fund		171,241		249,074		209,269		41,665		29,685		26,710
International Opportunities Fund		57,072		93,203		83,284		14,324		11,213		10,597
Large-Cap Growth Fund		73,055		130,489		128,747		18,580		15,847		16,123
Large-Cap Growth Index Fund		92,634		153,430		167,103		23,198		18,849		21,691
Large-Cap Value Fund		71,310		124,216		116,429		18,271		14,816		14,739
Large-Cap Value Index Fund		81,102		140,911		121,348		20,763		16,725		15,516
Mid-Cap Growth Fund		41,973		74,679		70,372		10,743		9,041		8,958
Mid-Cap Value Fund		46,114		80,768		72,811		11,811		9,661		9,217
Quant International Small-Cap Equity Fund		48,894		84,437		74,577		12,443		10,120		9,473
Quant Small-Cap Equity Fund		58,349		99,082		91,034		14,812		11,913		11,580
Quant Small/Mid-Cap Equity Fund		49,058		81,177		72,882		12,391		9,763		9,320
Small-Cap Blend Index Fund		43,465		80,015		76,873		11,248		9,708		9,912
Social Choice Equity Fund		72,072		132,208		118,396		18,664		15,916		15,161
Social Choice International Equity Fund		45,771		71,389		60,584		11,371		8,507		7,767
Social Choice Low Carbon Equity Fund		43,064		71,336		60,228		10,861		8,523		7,720
S&P 500 Index Fund		78,635		129,487		115,954		19,719		15,579		14,828
Emerging Markets Debt Fund		44,394		75,718		69,316		11,291		9,082		8,815
International Bond Fund		43,968		74,779		67,474		11,151		8,959		8,574

The table below reflects the amounts paid to Advisors by the following Funds for these administrative and compliance services for the prior fiscal years ended March 31, 2023, March 31, 2022 and March 31, 2021:


	Fund administration fees						Compliance fees
Fund	March 31, 2023		March 31, 2022		March 31, 2021		March 31, 2023		March 31, 2022		March 31, 2021
Bond Index Fund	$	225,626	$	185,093	$	270,785	$	37,142	$	28,734	$	40,705
Core Bond Fund		137,993		113,916		151,106		22,430		17,545		22,680
Core Impact Bond Fund		101,122		84,922		123,294		16,350		13,162		18,280
Core Plus Bond Fund		94,532		83,105		123,898		15,251		12,976		18,580
5–15 Year Laddered Tax-Exempt Bond Fund		32,931		28,743		37,606		5,364		4,465		5,720
Green Bond Fund		47,187		40,285		54,398		7,715		6,265		8,234
High-Yield Fund		77,188		68,470		107,637		12,498		10,775		16,213
Inflation-Linked Bond Fund		78,937		69,645		102,828		12,776		10,921		15,560
Short Duration Impact Bond Fund		46,622		40,138		54,268		7,609		6,242		8,215
Short-Term Bond Fund		70,411		59,388		86,371		11,510		9,297		13,053
Short-Term Bond Index Fund		65,801		54,754		73,789		10,822		8,435		11,080
Money Market Fund		59,136		46,824		78,762		9,796		7,393		11,816
Real Estate Securities Fund		77,189		68,778		84,677		12,307		10,454		12,791

TIAA-CREF Funds ■ Statement of Additional Information 93

Service agreements

Retirement Class Service Agreement

The Trust, on behalf of each Fund that offers Retirement Class shares (as described in the Fund’s Prospectus), has entered into a service agreement with Advisors pursuant to which Advisors provides or arranges for the provision of administrative and shareholder services for the Retirement Class shares, including services associated with maintenance of Retirement Class shares on retirement plan and other platforms (the “Retirement Class Service Agreement”).

For the services rendered, the facilities furnished and expenses assumed by Advisors, each Fund pays Advisors at the end of each calendar month a fee for the Fund calculated as a percentage of the daily net assets attributable to Retirement Class shares of the Fund.

The fees paid under the Retirement Class Service Agreement for each of the following Funds for the prior fiscal years ended October 31, 2023, October 31, 2022 and October 31, 2021, are set forth in the table below:


	Service fees for fiscal year or period ended
Fund	October 31, 2023		October 31, 2022		October 31, 2021
Emerging Markets Equity Fund	$	175,142	$	211,118	$	327,352
Emerging Markets Equity Index Fund		1,385,427		1,289,324		1,361,506
Equity Index Fund		1,689,014		1,830,641		1,930,275
Growth & Income Fund		1,044,591		1,194,567		1,360,058
International Equity Fund		875,425		960,502		1,177,120
International Equity Index Fund		3,040,064		2,988,736		3,498,703
International Opportunities Fund		241,619		315,641		455,360
Large-Cap Growth Fund		777,871		882,298		1,125,579
Large-Cap Growth Index Fund		2,076,734		2,234,168		2,500,242
Large-Cap Value Fund		1,239,529		1,225,735		1,271,958
Large-Cap Value Index Fund		3,271,875		3,209,534		2,800,828
Mid-Cap Growth Fund		724,340		947,551		1,200,998
Mid-Cap Value Fund		1,102,287		1,306,231		1,394,953
Quant International Small-Cap Equity Fund		20,907		16,204		11,025
Quant Small-Cap Equity Fund		893,878		983,966		1,123,328
Quant Small/Mid-Cap Equity Fund		813,291		407,721		157,133
Small-Cap Blend Index Fund		1,709,029		2,163,535		2,716,412
Social Choice Equity Fund		1,956,349		2,279,126		2,425,524
Social Choice International Equity Fund		1,546,385		1,082,251		723,721
Social Choice Low Carbon Equity Fund		1,476,466		1,318,793		948,653
S&P 500 Index Fund		5,084,891		4,783,456		4,813,608
Emerging Markets Debt Fund		40,945		41,211		50,773
International Bond Fund		11,549		12,918		17,480

The fees paid under the Retirement Class Service Agreement for each of the following Funds for the prior fiscal years ended March 31, 2023, March 31, 2022 and March 31, 2021 are set forth in the table below:

94 Statement of Additional Information ■ TIAA-CREF Funds


	Service fees for fiscal year or period ended
Fund	March 31, 2023		March 31, 2022		March 31, 2021
Bond Index Fund	$	1,429,221	$	1,649,055	$	1,371,694
Core Bond Fund		355,244		490,851		563,088
Core Impact Bond Fund		799,791		1,097,732		1,309,656
Core Plus Bond Fund		712,360		934,215		1,043,183
Green Bond Fund		35,387		38,214		27,037
High-Yield Fund		578,528		726,622		781,897
Inflation-Linked Bond Fund		387,441		448,708		465,741
Short Duration Impact Bond Fund		15,757		12,160		10,098
Short-Term Bond Fund		366,798		326,842		344,483
Short-Term Bond Index Fund		914,463		611,530		313,322
Money Market Fund		853,346		600,869		838,442
Real Estate Securities Fund		1,359,067		1,586,390		1,160,259

Underwriter and other service providers

Underwriter

Nuveen Securities, 333 West Wacker Drive, Chicago, IL 60606-1286, is the “principal underwriter” for the Trust. Shares of the Funds are offered on a continuous basis with no sales load. Pursuant to a Distribution Agreement with the Trust, Nuveen Securities distributes shares of the Funds from year to year, subject to annual approval of the Distribution Agreement by the Board of Trustees. Nuveen Securities may enter into selling agreements with one or more broker-dealers, which may or may not be affiliated with Nuveen Securities, to provide distribution-related services and shareholder services to the Funds.

Custodian, transfer agent and fund accounting agent

State Street Bank and Trust Company (“State Street”), One Congress Street, Suite 1, Boston, MA 02114-2016, acts as custodian for the Trust and the Funds. As custodian, State Street is responsible for the safekeeping of the Funds’ portfolio securities. State Street also acts as fund accounting agent for the Trust and the Funds.

SS&C GIDS, Inc., 2000 Crown Colony Drive, Quincy, MA 02169, acts as the transfer and dividend-paying agent for the Funds.

Independent registered public accounting firm

PricewaterhouseCoopers, LLP (“PwC”), One North Wacker Drive, Chicago, Illinois 60606, independent registered public accounting firm, has been selected as auditors for the Funds. In addition to audit services, PwC provides assitance on accounting, tax and related matters.

Personal trading policy

The Trust, Advisors and Nuveen Securities have adopted Codes of Ethics (“codes”) under applicable SEC rules. These codes govern the personal trading activities and related conduct of certain employees, or “access persons” of the Trust, Advisors and Nuveen Securities, as well as members of their households. While access persons are generally permitted to invest in securities (excluding, for certain access persons, purchases of municipal securities as defined under Section 3(a)(29) of the Securities Exchange Act of 1934) that may also be purchased or held by the Funds, they are also generally required to preclear and/or report all transactions involving reportable securities covered under the codes. In addition, access persons are required to maintain their accounts at approved brokers so that their reportable accounts, transactions and holdings information can be monitored by Compliance. Such reportable accounts, transactions and holdings are regularly reviewed, and certified to, by each access person.

TIAA-CREF Funds ■ Statement of Additional Information 95

Information about the Funds’ portfolio management

Structure of compensation for portfolio managers

Equity portfolio managers

Equity portfolio managers are compensated through a combination of base salary, annual performance awards, long-term compensation awards and, for certain portfolio managers, equity-like performance based plans. Currently, the annual performance awards and long-term compensation awards are determined using both quantitative (75%) and qualitative factors (25%) including, but not limited to, Information Ratio, ranking versus Morningstar peers, risk-adjusted variation in return vs. benchmark, and management/peer reviews.

The variable component of a portfolio manager’s compensation is remunerated as: (1) a current year cash bonus; (2) a long-term performance award, which is on a 3-year cliff vesting cycle; and (3) an equity-like profits interest plan. Fifty percent (50%) of the long-term award is based on the Fund(s) managed by the portfolio manager during the 3-year vesting period, while the value of the remainder of the long-term award is based on the performance of the TIAA organization as a whole. The equity-like profits interest vests over time and entitles participants to a percentage of Advisors’ annual profits and the profits of its affiliate Nuveen Asset Management. The equity-like profits interest is allocated to individual portfolio managers based on such person’s overall contribution to Advisors and Nuveen Asset Management.

Risk-adjusted investment performance is calculated, where records are available, over one, three and five years, each ending December 31. For each year, the gross excess return (on a before-tax basis) of a portfolio manager’s mandate(s) is calculated versus each mandate’s assigned benchmark. Please see the Funds’ Prospectuses for more information regarding their benchmark indices. An Information Ratio is then calculated utilizing the gross excess return in the numerator and the greater of the 52-week realized Active Risk (tracking error) or a minimum targeted risk level (typically 300 basis points) in the denominator to generate risk-adjusted investment performance.

Performance relative to peers is evaluated using Morningstar percentile rankings for the 1-, 3- and 5-year ratings, when applicable. For managers with less than a 5-year track record, a 0.25 Information Ratio and a peer ranking at the middle of the Morningstar grouping is used.

Utilizing the quantitative and qualitative factors discussed above, total compensation is calculated and then compared to the compensation data obtained from surveys that include comparable investment firms. It should be noted that the total compensation can be increased or decreased based on the performance of the equity group as a unit and the relative success of the TIAA organization in achieving its financial and operational objectives.

Fixed-income portfolio managers

Fixed-income portfolio managers are compensated through a combination of base salary, annual performance awards, long-term compensation awards and, for certain portfolio managers, equity-like performance based plans. Currently, the annual performance awards and long-term compensation awards are determined using both quantitative (75%) and qualitative factors (25%) including, but not limited to, Information Ratio, ranking versus Morningstar peers, risk-adjusted variation in return vs. benchmark, and management/peer reviews.

The variable component of a portfolio manager’s compensation is remunerated as: (1) a current year cash bonus; (2) a long-term performance award, which is on a 3-year cliff vesting cycle; and (3) an equity-like profits interest plan. Fifty percent (50%) of the long-term award is based on the Fund(s) managed by the portfolio manager during the 3-year vesting period, while the value of the long-term award is based on the performance of the TIAA organization as a whole. The equity-like profits interest vests over time and entitles participants to a percentage of Advisors’ annual profits and the profits of its affiliate Nuveen Asset Management. The equity-like profits interest is allocated to individual portfolio managers based on such person’s overall contribution to Advisors and Nuveen Asset Management.

Risk-adjusted investment performance is calculated, where records are available, over one, three and five years, each ending December 31. For each year, the gross excess return (on a before-tax basis) of a portfolio manager’s mandate(s) is calculated versus each mandate’s assigned benchmark. For managers with less than a 5-year track record, there is a 50% weighting for the 1-year return and a 50% weighting for the 3-year return. Please see the Funds’ Prospectuses for more information regarding their benchmark indices. An Information Ratio is then calculated utilizing the gross excess return in the numerator and the 52-week realized Active Risk (tracking error) in the denominator to generate risk-adjusted investment performance. Investment performance relative to industry peers is evaluated using Morningstar percentile rankings with equal weighting to each of the 1-, 3- and 5-year rankings.

Utilizing the quantitative and qualitative factors discussed above, total compensation is calculated and then compared to the compensation data obtained from surveys that include comparable investment firms. It should be noted that the total compensation can be increased or decreased based on the performance of the fixed-income group as a unit and the relative success of the TIAA organization in achieving its financial and operational objectives.

96 Statement of Additional Information ■ TIAA-CREF Funds

Additional information regarding portfolio managers

The chart below includes information relating to the portfolio managers listed in the Prospectuses, such as other accounts managed by them (registered investment companies, unregistered pooled investment vehicles and other accounts), total assets in those accounts, and the dollar range of equity securities owned in each of the following Funds they manage, as of October 31, 2023 (except as otherwise noted).


	Number of other accounts managed				Total assets in other accounts managed (millions)
Name of portfolio manager		Registered investment companies	Other pooled investment vehicles	Other accounts		Registered investment companies	Other pooled investment vehicles	Other accounts	Dollar range of equity securities owned in Fund	*
Emerging Markets Equity Fund
Barton Grenning		0	0	2		$0	$0	$0	Over $1,000,000
Willis Tsai		1	0	2		$5	$0	$0	$0


Emerging Markets Equity Index Fund
Philip James (Jim) Campagna		27	6	7		$140,545	$2,451	$1,599	$100,001–500,000
Lei Liao		27	6	7		$140,545	$2,451	$1,599	$0
Darren Tran		17	6	7		$135,961	$2,451	$1,599	$50,001-100,000


Equity Index Fund
Philip James (Jim) Campagna		27	6	7		$109,707	$2,451	$1,599	$10,001–50,000
Lei Liao		27	6	7		$109,707	$2,451	$1,599	$1–10,000
Darren Tran		17	6	7		$105,123	$2,451	$1,599	$10,001–50,000


Growth & Income Fund
Evan Staples		4	0	4		$4,540	$0	$109	$10,001–50,000
Valerie Grant		1	0	0		$164	$0	$0	$50,001-100,000


International Equity Fund
John Tribolet		2	1	0		$22,912	$25	$0	$500,001–1,000,000
Gregory Mancini		2	1	2		$131	$25	$17	$100,001–500,000


International Equity Index Fund
Philip James (Jim) Campagna		27	6	7		$125,750	$2,451	$1,599	$100,001–500,000
Lei Liao		27	6	7		$125,750	$2,451	$1,599	$0
Darren Tran		17	6	7		$121,167	$2,451	$1,599	$100,001–500,000


International Opportunities Fund
Jason Campbell		0	0	0		$0	$0	$0	Over $1,000,000
Dan Roberts		0	0	0		$0	$0	$0	$100,001–500,000


Large-Cap Growth Fund
Terrence Kontos		4	0	0		$33,098	$0	$0	Over $1,000,000
Karen Hiatt		3	0	0		$32,197	$0	$0	$0


Large-Cap Growth Index Fund
Philip James (Jim) Campagna		27	6	7		$135,217	$2,451	$1,599	$0
Lei Liao		27	6	7		$135,217	$2,451	$1,599	$1–10,000
Darren Tran		17	6	7		$130,633	$2,451	$1,599	$100,001–500,000


Large-Cap Value Fund
Charles Carr		1	0	1		$72	$0	$2	Over $1,000,000
Rossana Ivanova		1	0	0		$72	$0	$0	$0


Large-Cap Value Index Fund
Philip James (Jim) Campagna		27	6	7		$137,768	$2,451	$1,599	$0
Lei Liao		27	6	7		$137,768	$2,451	$1,599	$1–10,000
Darren Tran		17	6	7		$133,184	$2,451	$1,599	$100,001–500,000


Mid-Cap Growth Fund
Terrence Kontos		4	0	0		$37,311	$0	$0	Over $1,000,000
Casey Weston		1	0	0		$169	$0	$0	$0
Bihag Patel		1	0	0		$169	$0	$0	$0


Mid-Cap Value Fund
David Chalupnik		8	2	4,281		$113,701	$142	$1,865	$100,001–500,000
Evan Staples		4	0	4		$8,198	$0	$109	$100,001–500,000
Karen Bowie^†		2	0	23		$969	$0	$399	$0
David Johnson^†		2	0	23		$969	$0	$399	$0

TIAA-CREF Funds ■ Statement of Additional Information 97


		Number of other accounts managed				Total assets in other accounts managed (millions)
	Name of portfolio manager		Registered investment companies	Other pooled investment vehicles	Other accounts		Registered investment companies	Other pooled investment vehicles	Other accounts	Dollar range of equity securities owned in Fund	*
	Quant International Small-Cap Equity Fund
	Max Kozlov		4	2	0		$3,667	$9	$0	$10,001–50,000
	Charles Huang		0	0	0		$0	$0	$0	$0


	Quant Small-Cap Equity Fund
	Pei Chen		3	2	0		$1,256	$9	$0	$100,001–500,000
	Max Kozlov		4	2	0		$2,323	$9	$0	$10,001–50,000


	Quant Small/Mid-Cap Equity Fund
	Pei Chen		3	2	0		$2,663	$9	$0	$50,001–100,000
	Max Kozlov		4	2	0		$3,730	$9	$0	$10,001–50,000


	Small-Cap Blend Index Fund
	Philip James (Jim) Campagna		27	6	7		$142,963	$2,451	$1,599	$0
	Lei Liao		27	6	7		$142,963	$2,451	$1,599	$0
	Darren Tran		17	6	7		$138,380	$2,451	$1,599	$100,001–500,000


	Social Choice Equity Fund
	Philip James (Jim) Campagna		27	6	7		$140,316	$2,451	$1,599	$10,001–50,000
	Lei Liao		27	6	7		$140,316	$2,451	$1,599	$0
	Darren Tran		17	6	7		$135,733	$2,451	$1,599	$10,001–50,000


	Social Choice International Equity Fund
	Philip James (Jim) Campagna		27	6	7		$144,364	$2,451	$1,599	$10,001–50,000
	Lei Liao		27	6	7		$144,364	$2,451	$1,599	$0
	Darren Tran		17	6	7		$139,781	$2,451	$1,599	$10,001–50,000


	Social Choice Low Carbon Equity Fund
	Philip James (Jim) Campagna		27	6	7		$144,640	$2,451	$1,599	$0
	Lei Liao		27	6	7		$144,640	$2,451	$1,599	$0
	Darren Tran		17	6	7		$140,056	$2,451	$1,599	$10,001–50,000


	S&P 500 Index Fund
	Philip James (Jim) Campagna		27	6	7		$137,901	$2,451	$1,599	$10,001–50,000
	Lei Liao		27	6	7		$137,901	$2,451	$1,599	$1–10,000
	Darren Tran		17	6	7		$133,317	$2,451	$1,599	$10,001–50,000


	Emerging Markets Debt Fund
	Katherine Renfrew		4	3	2		$5,356	$303	$1,092	$100,001–500,000
	John Espinosa		2	2	1		$776	$201	$264	$100,001–500,000
	Alejandro Rivera		0	1	1		$0	$87	$264	$0
	Karina Bubeck		1	1	0		$76	$87	$0	$10,001–50,000
	Bao Vo		0	1	0		$0	$87	$0	$0


	International Bond Fund
	John Espinosa		2	2	1		$852	$201	$264	$100,001–500,000
	Melissa Zaccagnino		1	0	1		$26	$0	$264	$0
	Aaron Enriquez		0	0	1		$0	$0	$264	$0


*	Includes notional amounts awarded in connection with long-term compensation awards described above.
^†	This information is as of December 31, 2023.

The chart below includes information relating to the portfolio managers listed in the Prospectuses, such as other accounts managed by them (registered investment companies and unregistered pooled investment vehicles), total assets in those accounts, and the dollar range of equity securities owned in each of the following Funds they manage, as of March 31, 2023 (except as otherwise noted).

98 Statement of Additional Information ■ TIAA-CREF Funds


			Number of other accounts managed				Total assets in other accounts managed (millions)
	Name of portfolio manager			Registered investment companies	Other pooled investment vehicles	Other accounts		Registered investment companies	Other pooled investment vehicles	Other accounts	Dollar range of equity securities owned in Fund	*
	Bond Index Fund
	James Tsang			5	0	0		$1,988	$0	$0	$0
	Vivian Liu			5	0	0		$1,988	$0	$0	$0


	Core Bond Fund
	Joseph Higgins			4	2	3		$21,674	$115	$205	$100,001–500,000
	Jason O'Brien			6	0	66		$12,834	$0	$2,768	$50,001–100,000
	Peter Agrimson			6	0	4		$23,227	$0	$16	$1–10,000


	Core Impact Bond Fund
	Joseph Higgins			4	2	3		$24,930	$115	$205	$0
	Stephen Liberatore			10	3	13		$20,751	$136	$1,393	$100,001–500,000
	Jessica Zarzycki			8	4	1		$1,425	$240	$168	$50,001–100,000


	Core Plus Bond Fund
	Kevin Lorenz			11	0	14		$8,742	$0	$1,337	$50,001–100,000
	Joseph Higgins			4	2	3		$26,487	$115	$205	$100,001–500,000
	Nicholas Travaglino			5	0	4		$10,880	$0	$409	$50,001–100,000
	Katherine Renfrew			4	1	2		$1,536	$104	$536	$50,001–100,000	^†


	5–15 Year Laddered Tax-Exempt Bond Fund
	Joel Levy			3	0	0		$10,145	$0	$0	$0
	Tim Ryan			11	0	11		$22,999	$0	$2,267	$0


	Green Bond Fund
	Stephen Liberatore			10	3	13		$26,676	$136	$1,393	$100,001–500,000
	Jessica Zarzycki			8	4	1		$7,349	$240	$168	$10,001–50,000


	High-Yield Fund
	Kevin Lorenz			11	0	14		$10,857	$0	$1,337	$100,001–500,000
	Jean Lin			4	2	2		$2,307	$117	$74	$100,001–500,000
	Kristal Seales^‡			2	0	0		$986	$0	$0	$0


	Inflation-Linked Bond Fund
	Nicholas Travaglino			5	0	4		$12,545	$0	$409	$50,001–100,000
	Peter Agrimson			6	0	4		$29,705	$0	$16	$0
	Chad Kemper			7	0	30		$19,817	$0	$661	$10,001–50,000


	Short Duration Impact Bond Fund
	Stephen Liberatore			10	3	13		$26,750	$136	$1,393	$100,001–500,000
	Jessica Zarzycki			8	4	1		$7,423	$240	$168	$10,001–50,000


	Short-Term Bond Fund
	Richard Cheng			3	1	38		$1,653	$25	$3,304	$100,001–500,000
	Peter Agrimson			6	0	4		$30,563	$0	$16	$50,001–100,000


	Short-Term Bond Index Fund
	James Tsang			5	0	0		$21,243	$0	$0	$0
	Vivian Liu			5	0	0		$21,243	$0	$0	$0


	Money Market Fund
	Chad Kemper			7	0	30		$20,769	$0	$661	$50,001–100,000
	Andrew Hurst			2	0	0		$9,058	$0	$0	$1–10,000


	Real Estate Securities Fund
	David Copp			1	0	0		$71	$0	$0	Over $1,000,000
	Brendan Lee			1	0	0		$71	$0	$0	Over $1,000,000


*		Includes notional amounts awarded in connection with long-term compensation awards described above.
†		This information is as of July 6, 2023.
‡		This information is as of October 31, 2023.

Potential conflicts of interest of Advisors and portfolio managers

Certain portfolio managers of the Funds also manage other registered investment companies or unregistered investment pools and investment accounts, including accounts for TIAA, its affiliated investment advisers, or other client or proprietary

TIAA-CREF Funds ■ Statement of Additional Information 99

accounts (collectively, “Accounts”), which may raise potential conflicts of interest. Advisors and its affiliated investment advisers have put in place policies and procedures designed to mitigate any such conflicts. Additionally, TIAA or its affiliates may be involved in certain investment opportunities that have the effect of restricting or limiting Fund participation in such investment opportunities. Such conflicts and mitigating policies and procedures include the following:

TIAA. TIAA or its affiliates, including Nuveen, sponsor an array of financial products for retirement and other investment goals, and provide services worldwide to a diverse customer base. Accordingly, from time to time, a Fund may be restricted from purchasing or selling securities, or from engaging in other investment activities because of regulatory, legal or contractual restrictions that arise due to an Account’s investments and/or the internal policies of TIAA or its affiliates designed to comply with such restrictions. As a result, there may be periods, for example, when Advisors will not initiate or recommend certain types of transactions in certain securities or instruments with respect to which investment limits have been reached.

The investment activities of TIAA or its affiliates may also limit the investment strategies and rights of the Funds. For example, in certain circumstances where the Funds invest in securities issued by companies that operate in certain regulated industries, in certain emerging or international markets, or are subject to corporate or regulatory ownership definitions, or invest in certain futures and derivative transactions, there may be limits on the aggregate amount invested by TIAA or its affiliates for the Funds and Accounts that may not be exceeded without the grant of a license or other regulatory or corporate consent. If certain aggregate ownership thresholds are reached or certain transactions undertaken, the ability of Advisors, on behalf of the Funds or Accounts, to purchase or dispose of investments or exercise rights or undertake business transactions may be restricted by regulation or otherwise impaired. As a result, Advisors, on behalf of the Funds or Accounts, may limit purchases, sell existing investments, or otherwise restrict or limit the exercise of rights (including voting rights) when Advisors, in its sole discretion, deems it appropriate in light of potential regulatory or other restrictions on ownership or other consequences resulting from reaching investment thresholds.

Conflicting Positions. Investment decisions made for the Funds may differ from, and may conflict with, investment decisions made by Advisors or any of its affiliated investment advisers for Accounts due to differences in investment objectives, investment strategies, account benchmarks, client risk profiles and other factors. As a result of such differences, if an Account were to sell a significant position in a security while a Fund maintained its position in that security, the market price of such security could decrease and adversely impact a Fund’s performance. In the case of a short sale, the selling Account would benefit from any decrease in price.

Conflicts may also arise in cases where one or more Funds or Accounts are invested in different parts of an issuer’s capital structure. For example, a Fund (or an Account) could acquire debt obligations of a company while an Account (or a Fund) acquires an equity investment in the same company. In negotiating the terms and conditions of any such investments, Advisors (or, in the case of an Account, an affiliated investment adviser) may find that the interests of the debt-holding Fund (or Account) and the equity-holding Account (or Fund) may conflict. If that issuer encounters financial problems, decisions over the terms of the workout could raise conflicts of interest (including, for example, conflicts over proposed waivers and amendments to debt covenants). For example, debt-holding Funds (or Accounts) may be better served by a liquidation of an issuer in which they could be paid in full, while equity-holding Accounts (or Funds) might prefer a reorganization of the issuer that would have the potential to retain value for the equity holders. As another example, holders of an issuer’s senior securities may be able to act to direct cash flows away from junior security holders, and both the junior and senior security holders may be a Fund (or an Account). Any of the foregoing conflicts of interest will be discussed and resolved on a case-by-case basis pursuant to policies and procedures designed to mitigate any such conflicts. Any such discussions will factor in the interests of the relevant parties and applicable laws and regulations. Advisors may seek to avoid such conflicts, and, as a result, Advisors may choose not to make such investments on behalf of the Funds, which may adversely affect the Funds’ performance if similarly attractive opportunities are not available or identified.

Allocation of Investment Opportunities. Even where Accounts have similar investment mandates as a Fund, Advisors or its affiliated investment advisers may determine that investment opportunities, strategies or particular purchases or sales are appropriate for one or more Accounts, but not for a Fund, or are appropriate for a Fund but in different amounts, terms or timing than is appropriate for an Account. As a result, the amount, terms or timing of an investment by a Fund may differ from, and performance may be lower than, investments and performance of an Account.

Aggregation and Allocation of Orders. Advisors and its affiliated investment advisers may aggregate orders of the Funds and Accounts, in each case consistent with the applicable adviser’s policy to seek best execution for all orders. Although aggregating orders is a common means of reducing transaction costs for participating Accounts and Funds, Advisors or its affiliated investment advisers may be perceived as causing one Fund or Account to participate in an aggregated transaction in order to increase Advisors’ or its affiliated investment advisers’ overall allocation of securities in that transaction or future transactions. Allocations of aggregated trades may also be perceived as creating an incentive for Advisors to disproportionately allocate securities expected to increase in value to certain Accounts at the expense of a Fund. In addition, a Fund may bear the risk of potentially higher transaction costs if aggregated trades are only partially filled or if orders are not aggregated at all.

Advisors and its affiliated investment advisers have adopted procedures designed to mitigate the foregoing conflicts of interest by treating each Fund and Account they advise fairly and equitably over time in the allocation of investment

100 Statement of Additional Information ■ TIAA-CREF Funds

opportunities and the aggregation and allocation of orders. The procedures also are designed to mitigate conflicts in potentially inconsistent trading and provide guidelines for trading priority. Moreover, Advisors’ or its affiliated investment advisers’ trading activities are subject to supervisory review and compliance monitoring to help address and mitigate conflicts of interest and ensure that Funds and Accounts are being treated fairly and equitably over time.

For example, in allocating investment opportunities, a portfolio manager considers an Account’s or Fund’s investment objectives, investment restrictions, cash position, need for liquidity, sector concentration and other objective criteria. In addition, orders for the same single security are generally aggregated with other orders for the same single security received at the same time. If aggregated orders are fully executed, each participating Account or Fund is allocated its pro rata share on an average price and trading cost basis. In the event the order is only partially filled, each participating Account or Fund receives a pro rata share. Portfolio managers are also subject to restrictions on potentially inconsistent trading of single securities, although a portfolio manager may sell a single security short if the security is included in an Account’s or Fund’s benchmark and the portfolio manager is underweight in that security relative to the applicable Account’s or Fund’s benchmark. Moreover, the procedures set forth guidelines under which trading for long sales of single securities over short sales of the same or closely related securities are monitored to ensure that the trades are treated fairly and equitably. Additionally, the Funds’ portfolio managers’ decisions for executing those trades are also monitored.

Advisors’ procedures also address basket trades (trades in a wide variety of securities—on average approximately 100 different issuers) used in quantitative strategies. However, basket trades are generally not aggregated or subject to the same types of restrictions on potentially inconsistent trading as single-security trades because basket trades are tailored to a particular index or model portfolio based on the risk profile of a particular Account or Fund pursuing a particular quantitative strategy. In addition, basket trades are not subject to the same monitoring as single-security trades because an automated and systematic process is used to execute trades; however, the Funds’ portfolio managers’ decisions for executing those trades are monitored.

Research. Advisors allocates brokerage commissions to brokers who provide execution and research services for the Funds and some or all of Advisors’ other clients. Such research services may not always be utilized in connection with the Funds or other client Accounts that may have provided the commission or a portion of the commission paid to the broker providing the services. Advisors is authorized to pay, on behalf of the Funds, higher brokerage fees than another broker might have charged in recognition of the value of brokerage or research services provided by the broker. Advisors has adopted procedures with respect to these so-called “soft dollar” arrangements, including the use of brokerage commissions to pay for brokers’ in-house and non-proprietary research, the process for allocating brokerage, and Advisors’ practices regarding the use of third-party soft dollars.

IPO Allocation. Advisors has adopted procedures designed to ensure that it allocates IPOs to the Funds and Advisors’ other clients in a fair and equitable manner, consistent with its fiduciary obligations to its clients.

Compensation. The compensation paid to Advisors for managing the Funds, as well as certain other clients, is based on a percentage of assets under management, whereas the compensation paid to Advisors for managing certain other clients is based on cost. However, no client currently pays Advisors a performance-based fee. Nevertheless, Advisors may be perceived as having an incentive to allocate securities that are expected to increase in value to accounts in which Advisors has a proprietary interest or to certain other accounts in which Advisors receives a larger asset-based fee.

About the Trust and the shares

The Trust was organized as a Delaware statutory trust on April 15, 1999. A copy of the Trust’s Certificate of Trust, dated April 15, 1999, as amended, is on file with the Office of the Secretary of State of the State of Delaware. As a Delaware statutory trust, the Trust’s operations are governed by its Declaration of Trust. Upon the initial purchase of shares of beneficial interest in the Funds, each shareholder agrees to be bound by the Declaration of Trust, as amended from time to time.

Class structure

The Trust offers six classes of shares (Institutional Class, Advisor Class, Premier Class, Retirement Class, Retail Class and Class W), which have the distribution and service fee arrangements described below. Each Fund may not offer all classes of shares.

Institutional Class Shares. Institutional Class shares of the Funds are only available for purchase by or through certain intermediaries affiliated with TIAA (“TIAA Intermediaries”) or other unaffiliated persons or intermediaries, such as state-sponsored tuition savings plans, or employer-sponsored employee benefit plans, who have entered into a contract or arrangement with a TIAA Intermediary that enables them to purchase shares of the Funds, or other affiliates of TIAA or other persons that the Trust may approve from time to time. Under certain circumstances, this class may be available through accounts established by employers, or the trustees of plans sponsored by employers, through TIAA in connection with certain employee benefit plans (the “plan(s)”), such as 401(a) (including 401(k) and Keogh plans), 403(a), 403(b) and 457 plans, or

TIAA-CREF Funds ■ Statement of Additional Information 101

through custody accounts established by individuals through TIAA as Individual Retirement Accounts (“IRAs”). Minimum initial investment requirements will apply to certain investors in Institutional Class shares.

Shareholders investing through such plans may have to pay additional expenses related to the administration of such plans. All expenses or costs of distributing or promoting Institutional Class shares of the Funds are paid by Advisors or its affiliates.

Advisor Class Shares. Advisor Class shares of the Funds are offered primarily through certain financial intermediaries who have entered into a contract or arrangement with the Funds or their investment adviser or distributor that enables the financial intermediaries to purchase this class of shares, as well as through benefit plans and insurance company separate accounts. Subject to a shareholder servicing plan, the Funds may pay a financial intermediary for providing services to the Funds, including for sub-transfer agency, sub-accounting and administrative services.

Premier Class Shares. Premier 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, such as plans described in section 401(a) (including 401(k) and Keogh plans), 403(b) or 457 of the Code (collectively, “benefit plans”). Premier Class shares also may be available through custody accounts established by individuals as IRAs pursuant to section 408 of the Code. Additionally, Premier 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 make available this class of shares. Premier Class shares are subject to a distribution (12b-1) plan pursuant to which they may compensate Nuveen Securities for distributing, promoting and/or servicing Premier Class shares at an annual rate of up to 0.15% of average daily net Premier Class assets.

Retirement Class Shares. Retirement Class shares of the Funds are offered primarily through benefit plans. Retirement Class shares also may be available through custody accounts sponsored or administered by TIAA that are established by individuals as 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. This class is subject to a service fee at an annual rate of up to 0.25% paid to Advisors for providing or arranging for the provision of certain administrative and shareholder services.

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 Nuveen Securities and Nuveen Securities, in turn, may pay other entities for distributing, promoting and/or servicing Retail Class shares of the Funds at an annual rate of up to 0.25% of average daily net Retail Class assets.

Class W Shares. Class W shares are available for purchase directly from the Funds only by funds advised by Advisors or its affiliates or other clients or accounts of Advisors or its affiliates that are subject to a contractual fee for advisory, management or other similar or related services provided by Advisors or its affiliates. All expenses or costs of distributing or promoting Class W shares of the Funds are paid by Advisors or its affiliates.

Distribution (Rule 12b-1) plans

The Board of Trustees has adopted a distribution plan with respect to Retail Class shares and a distribution plan with respect to Premier Class shares offered by the Funds (collectively, the “Distribution Plans”) pursuant to Rule 12b-1 under the 1940 Act.

Under the Retail Class Distribution Plan (“Retail Compensation Plan”), each Fund compensates Nuveen Securities for certain services that Nuveen Securities provides in connection with the promotion, distribution and/or shareholder servicing of Retail Class shares.

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

For the fiscal year ended October 31, 2023 for the following Funds, the table below reflects the net amount of 12b-1 fees paid by Retail Class shares of such Funds in existence during the period under the Retail Compensation Plan:

102 Statement of Additional Information ■ TIAA-CREF Funds


Fund	Advertising (including any printing and mailing of prospectuses)		Compensation to underwriters		Compensation to broker-dealers		Compensation to sales personnel		Other (includes but is not limited to rent & occupancy, equipment, software and telephone)		Total 12b-1 expenses paid for the period ended October 31, 2023
Emerging Markets Equity Fund	$	77	$	—	$	7,852	$	5,588	$	3,816	$	17,333
Emerging Markets Equity Index Fund		197		—		20,218		14,389		9,825		44,629
Equity Index Fund		13,830		—		1,417,433		1,008,798		688,824		3,128,885
Growth & Income Fund		14,133		—		1,448,497		1,030,907		703,921		3,197,458
International Equity Fund		2,374		—		243,277		173,142		118,223		537,016
International Opportunities Fund		439		—		45,033		32,051		21,885		99,408
Large-Cap Growth Fund		10,636		—		1,090,098		775,831		529,751		2,406,316
Large-Cap Value Fund		1,566		—		160,465		114,204		77,981		354,216
Mid-Cap Growth Fund		1,806		—		185,113		131,746		89,959		408,624
Mid-Cap Value Fund		1,993		—		204,227		145,350		99,246		450,816
Quant International Small-Cap Equity Fund		9		—		914		650		445		2,018
Quant Small-Cap Equity Fund		1,370		—		140,420		99,938		68,240		309,968
Quant Small/Mid-Cap Equity Fund		210		—		21,493		15,297		10,444		47,444
Social Choice Equity Fund		6,213		—		636,769		453,194		309,449		1,405,625
Social Choice International Equity Fund		304		—		31,149		22,169		15,137		68,759
Social Choice Low Carbon Equity Fund		649		—		66,483		47,317		32,308		146,757
Emerging Markets Debt Fund		154		—		15,753		11,212		7,655		34,774
International Bond Fund		16		—		1,646		1,171		800		3,633

For the fiscal year ended March 31, 2023 for the following Funds, the table below reflects the net amount of 12b-1 fees paid by Retail Class shares of such Funds in existence during the period under the Retail Compensation Plan:


Fund	Advertising (including any printing and mailing of prospectuses)		Compensation to underwriters		Compensation to broker-dealers		Compensation to sales personnel		Other (includes but is not limited to rent & occupancy, equipment, software and telephone)		Total 12b-1 expenses paid for the period ended March 31, 2023
Bond Index Fund	$	2,810	$	—	$	37,517	$	12,930	$	18,340	$	71,597
Core Bond Fund		7,951		—		106,157		36,585		51,897		202,590
Core Impact Bond Fund		26,876		—		358,819		123,661		175,413		684,769
Core Plus Bond Fund		22,504		—		300,448		103,544		146,877		573,373
5–15 Year Laddered Tax-Exempt Bond Fund		22,582		—		301,496		103,906		147,390		575,374
Green Bond Fund		708		—		9,452		3,257		4,621		18,038
High-Yield Fund		21,269		—		283,962		97,863		138,818		541,912
Inflation-Linked Bond Fund		13,398		—		178,882		61,648		87,449		341,377
Short Duration Impact Bond Fund		308		—		4,111		1,417		2,009		7,845
Short-Term Bond Fund		12,727		—		169,914		58,558		83,064		324,263
Short-Term Bond Index Fund		256		—		3,417		1,178		1,670		6,521
Money Market Fund		28,184		—		376,281		129,679		183,949		718,093
Real Estate Securities Fund		39,666		—		529,576		182,508		258,890		1,010,640

Payments by a Fund under the Retail Compensation Plan are calculated daily and paid monthly at the annual rate of 0.25% of the average daily net assets for the Retail Class of the Fund.

Payments by a Fund under the Premier Class Distribution Plan are calculated daily and paid monthly at the annual rate of 0.15% of the average daily net assets of the Premier Class of the Fund. For the fiscal year ended October 31, 2023 (except as otherwise noted) for the following Funds, the table below reflects the net amount of 12b-1 fees paid by Premier Class shares of each such Fund in existence during the period under the Premier Class Distribution Plan:

TIAA-CREF Funds ■ Statement of Additional Information 103


Fund	Advertising (including any printing and mailing of prospectuses)		Compensation to underwriters		Compensation to broker-dealers		Compensation to sales personnel		Other (includes but is not limited to rent & occupancy, equipment, software and telephone)		Total 12b-1 expenses paid for the period ended October 31, 2023
Emerging Markets Equity Fund	$	—	$	—	$	11,059	$	—	$	—	$	11,059
Emerging Markets Equity Index Fund		—		—		32,322		—		—		32,322
Equity Index Fund		—		—		78,891		—		—		78,891
Growth & Income Fund		—		—		12,104		—		—		12,104
International Equity Fund		—		—		87,388		—		—		87,388
International Equity Index Fund		—		—		235,029		—		—		235,029
International Opportunities Fund		—		—		3,875		—		—		3,875
Large-Cap Growth Fund		—		—		15,973		—		—		15,973
Large-Cap Value Fund		—		—		89,590		—		—		89,590
Mid-Cap Growth Fund		—		—		35,779		—		—		35,779
Mid-Cap Value Fund		—		—		69,613		—		—		69,613
Quant International Small-Cap Equity Fund		—		—		106		—		—		106
Quant Small-Cap Equity Fund		—		—		77,562		—		—		77,562
Quant Small/Mid-Cap Equity Fund		—		—		189		—		—		189
Social Choice Equity Fund		—		—		96,513		—		—		96,513
Social Choice International Equity Fund		—		—		1,150		—		—		1,150
Social Choice Low Carbon Equity Fund		—		—		9,572		—		—		9,572
Emerging Markets Debt Fund		—		—		301		—		—		301
International Bond Fund		—		—		124		—		—		124

For the fiscal year ended March 31, 2023 for the following Funds, the table below reflects the net amount of 12b-1 fees paid by Premier Class shares of each such Fund in existence during the period under the Premier Class Distribution Plan:


Fund	Advertising (including any printing and mailing of prospectuses)		Compensation to underwriters		Compensation to broker-dealers		Compensation to sales personnel		Other (includes but is not limited to rent & occupancy, equipment, software and telephone)		Total 12b-1 expenses paid for the period ended March 31, 2023
Bond Index Fund	$	—	$	—	$	36,808	$	—	$	—	$	36,808
Core Bond Fund		—		—		8,866		—		—		8,866
Core Impact Bond Fund		—		—		36,683		—		—		36,683
Core Plus Bond Fund		—		—		9,568		—		—		9,568
Green Bond Fund		—		—		1,385		—		—		1,385
High-Yield Fund		—		—		23,708		—		—		23,708
Inflation-Linked Bond Fund		—		—		3,828		—		—		3,828
Short Duration Impact Bond Fund		—		—		1,439		—		—		1,439
Short-Term Bond Fund		—		—		5,483		—		—		5,483
Short-Term Bond Index Fund		—		—		614		—		—		614
Money Market Fund		—		—		48,534		—		—		48,534
Real Estate Securities Fund		—		—		55,586		—		—		55,586

Amounts paid to Nuveen Securities by any class of shares of a Fund will not be used to pay the expenses incurred with respect to any other class of shares of that Fund. From time to time, a Fund may participate in joint distribution activities with other mutual funds and the costs of those activities that are not otherwise directly attributable to a particular Fund will be borne by each Fund in proportion to the relative NAVs of the participating Funds.

The Distribution Plans have been approved by a majority of the Trustees, including a majority of the Trustees who are not interested persons of the Trust and who have no direct or indirect interest in the financial operation of either Distribution Plan (the “Independent Trustees”), by votes cast at a meeting called for the purpose of voting on such Distribution Plans. In adopting the Distribution Plans, the Trustees concluded that the Distribution Plans would benefit the Premier Class or Retail Class shareholders of each Fund, as applicable.

104 Statement of Additional Information ■ TIAA-CREF Funds

One of the potential benefits of the Distribution Plans is that payments to Nuveen Securities (and from Nuveen Securities to other intermediaries) could lead to increased sales and reduced redemptions, which could assist a Fund in achieving scale and could contribute to the Fund’s longer-term viability. Furthermore, the investment management of a Fund could be enhanced, as net inflows of cash from new sales might enable its portfolio management team to take advantage of attractive investment opportunities, and reduced redemptions could eliminate the potential need to liquidate attractive securities positions in order to raise the funds necessary to meet the redemption requests.

Pursuant to the Distribution Plans, at least quarterly, Nuveen Securities provides the Board with a written report of the amounts expended under the Plans and the purpose for which these expenditures were made.

Each Distribution Plan provides that it continues in effect only as long as its continuance is approved at least annually by a majority of both the Trustees and the Independent Trustees. Each Distribution Plan provides that it may be terminated without penalty with respect to any Fund at any time: (a) by a vote of a majority of the Independent Trustees; or (b) by a vote of a majority of the votes attributable to the Premier Class shares or Retail Class shares of that Fund, as applicable. Each Distribution Plan further provides that it may not be amended to increase materially the maximum amount of fees specified therein with respect to a Fund without the approval of a majority of the votes attributable to such Fund’s Premier Class or Retail Class shares, as applicable. In addition, the Distribution Plans provide that no material amendment to the Plans will, in any event, be effective unless it is approved by a majority of both the Trustees and the Independent Trustees with respect to the applicable Fund or Class. The Premier Class and Retail Class shareholders of each Fund have exclusive voting rights with respect to issues arising out of the application of their respective Distribution Plans.

Fund payments to financial intermediaries

Financial intermediaries may have omnibus accounts and similar arrangements with a Fund and may be paid for providing shareholder servicing, sub-transfer agency, networking, recordkeeping and other administrative services to the Advisor Class. Such payments may be made directly or indirectly by the Funds or by Advisors and its affiliates out of Fund assets. Such payments may also be made by Advisors or its affiliates out of their own assets that are separate from those of the Funds, as described in the section below. Such shareholder servicing, sub-transfer agency, networking, recordkeeping and other administrative services may include, but are not limited to, the following: processing and mailing trade confirmations, monthly statements, prospectuses, annual reports, semiannual reports and shareholder notices and other required communications; capturing and processing tax data; issuing and mailing dividend checks to shareholders who have selected cash distributions; preparing record date shareholder lists for proxy solicitations; collecting and posting distributions to shareholder accounts; and establishing and maintaining systematic withdrawals, automated investment plans and shareholder account registrations. Payment for these services is made pursuant to a Shareholder Servicing Plan (“Servicing Plan”) that has been approved by the Board of Trustees and adopted by the Funds. The Servicing Plan outlines the types of services to be provided to the Funds by financial intermediaries and provides the maximum rates that the Funds may pay such financial intermediaries, which are generally based on: (1) an annual percentage of the average daily net assets of Fund shareholders serviced by a financial intermediary; or (2) a fixed dollar amount for each account serviced by a financial intermediary. The aggregate amount of these payments may be substantial and may vary significantly among intermediaries but will be limited by Advisors’ agreement to reimburse each Fund for total Advisor Class expenses that exceed certain specified amounts.

Additional payments to financial intermediaries and other payments

Nuveen Securities, Advisors or their affiliates make additional payments out of their own assets to selected financial intermediaries (commonly referred to as “revenue sharing”). The services for which these payments are made include promoting the sale of Fund shares, maintaining share balances and/or sub-accounting, administration and shareholder servicing.

The amounts of these payments could be significant and may create an incentive for a financial intermediary or its representatives to recommend or offer shares of the Funds to its customers. The financial intermediary may elevate the prominence or profile of the Funds within the financial intermediary’s organization by, for example, placing the Funds on a list of preferred or recommended funds and/or granting preferential or enhanced opportunities to promote the Funds in various ways within the financial intermediary’s organization. These payments are made pursuant to negotiated agreements with financial intermediaries. The categories of payments described below are not mutually exclusive, and a single financial intermediary may receive payments under all categories. Further, representatives of Nuveen Securities and its affiliates receive additional compensation related to the Funds. With respect to Institutional Class shares, effective August 1, 2019, Nuveen Securities, Advisors or their affiliates may continue to make revenue sharing payments pursuant to existing arrangements with financial intermediaries, but will not enter into new arrangements to make revenue sharing payments with new third-party financial intermediaries.

These payments do not change the price paid by investors for the purchase of a share or the amount a Fund will receive as proceeds from such sales. Furthermore, these payments are not reflected in the fees and expenses listed in the fee table sections of the Funds’ Prospectuses and described above because they are not paid by the Funds. Advisors, Nuveen Securities or their affiliates may revise their policies with respect to revenue sharing payments at any time without prior notice.

TIAA-CREF Funds ■ Statement of Additional Information 105

Distribution-related payments

Nuveen Securities, Advisors or their affiliates make payments to selected financial intermediaries as compensation for services such as providing the Funds with “shelf space” or a higher profile for the intermediary’s personnel or their customers, placing the Funds on the intermediary’s preferred or recommended fund list, granting access to sales meetings, sales representatives and management representatives of the intermediary, providing assistance in training and educating the intermediary’s personnel on the Funds, and furnishing marketing support and other services.

Nuveen Securities, Advisors or their affiliates compensate financial intermediaries differently depending upon, among other factors, the number or value of Fund shares that the intermediary sells or may sell, the value of the assets invested in the Funds by the intermediary’s customers, redemption rates, ability to attract and retain assets, reputation in the industry and the level and/or type of marketing assistance and educational activities provided by the intermediary. Such payments are generally asset-based but also may include the payment of a lump sum.

Servicing payments

Nuveen Securities, Advisors or their affiliates make payments to selected financial intermediaries that are registered as holders or dealers of record for accounts invested in one or more of the Funds or that make Fund shares available through employee benefit plans or fee-based advisory programs to compensate them for the variety of services they provide.

Services for which a financial intermediary receives servicing payments typically include recordkeeping, reporting, or transaction processing, but may also include services rendered in connection with fund/investment selection and monitoring, employee enrollment and education, plan balance rollover or separation, or other similar services. A financial intermediary may perform the services itself or arrange with a third party to perform such services.

Servicing payments typically apply to employee benefit plans, such as retirement plans, or fee-based advisory programs but may apply to retail sales and assets in certain situations. The payments are based on such factors as the type and nature of services or support furnished by the financial intermediary and are generally asset-based.

Other payments to financial intermediaries

Nuveen Securities, Advisors or their affiliates, at their expense, provide other compensation to financial intermediaries that sell or arrange for the sale of shares of the Funds, which may be in addition to the distribution-related and servicing payments described above. For example, Nuveen Securities, Advisors or their affiliates may: (i) compensate financial intermediaries for National Securities Clearing Corporation (NSCC) networking system services (e.g., shareholder communication, account statements, trade confirmations, and tax reporting) on an asset-based or per account basis; (ii) compensate intermediaries for providing Fund shareholder trading information; (iii) make one-time or periodic payments to reimburse selected intermediaries for items such as ticket charges (i.e., fees that an intermediary charges its representatives for effecting transactions in Fund shares) of up to $25 per purchase or exchange order, operational charges (e.g., fees that an intermediary charges for establishing a Fund on its trading system), and literature printing and/or distribution costs; (iv) at the direction of a retirement plan’s sponsor, reimburse or pay direct expenses of an employee benefit plan that would otherwise be payable by the plan; and (v) provide payments to broker-dealers to help defray their technology or infrastructure costs.

Nuveen Securities, Advisors or their affiliates pay selected financial intermediaries for enabling Nuveen Securities, Advisors or their affiliates to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other intermediary employees, client and investor events and other intermediary-sponsored events, and for travel expenses, including lodging incurred by registered representatives and other employees in connection with prospecting, asset retention and due diligence trips. These payments vary depending upon the financial intermediary and the nature of the event. Nuveen Securities, Advisors or their affiliates make payments for such events as it deems appropriate, subject to its internal guidelines and applicable law.

Nuveen Securities, Advisors or their affiliates occasionally sponsor due diligence meetings for financial intermediaries’ registered representatives during which the registered representatives receive updates on various Funds and are afforded the opportunity to speak with portfolio managers. Although invitations to these meetings are not conditioned on selling a specific number of shares, those who have shown an interest in the Funds are more likely to be considered. To the extent permitted by their firm’s policies and procedures, all or a portion of registered representatives’ expenses in attending these meetings may be covered by Nuveen Securities, Advisors or their affiliates.

Compensation to Nuveen Securities’ representatives

Representatives of Nuveen Securities and its affiliates receive additional compensation from Nuveen Securities, Advisors or their affiliates if certain targets are met for sales of one or more Funds and other subjective factors. Such compensation varies by Fund, by distribution channel and by affiliate.

Other compensation may be offered to the extent not prohibited by state laws or any self-regulatory agency, such as FINRA. Investors can ask their financial intermediary for information about any payments it receives from Nuveen Securities, Advisors or their affiliates and the services it provides for those payments.

106 Statement of Additional Information ■ TIAA-CREF Funds

Investors may wish to take financial intermediary payment arrangements into account when considering and evaluating any recommendations relating to Fund shares.

Indemnification of shareholders

Generally, Delaware statutory trust shareholders are not personally liable for obligations of the Delaware statutory trust under Delaware law. The Delaware Statutory Trust Act (“DSTA”) provides that a shareholder of a Delaware statutory trust shall be entitled to the same limitation of liability extended to shareholders of private for-profit corporations. The Declaration of Trust expressly provides that the Trust has been organized under the DSTA and that the Declaration of Trust is to be governed by and interpreted in accordance with Delaware law. It is nevertheless possible that a Delaware statutory trust, such as the Trust, might become a party to an action in another state whose courts refuse to apply Delaware law, in which case shareholders of the Trust could possibly be subject to personal liability.

To guard against this risk, the Declaration of Trust (i) contains an express disclaimer of shareholder liability for acts or obligations of the Trust and provides that notice of such disclaimer may be given in each agreement, obligation and instrument entered into or executed by the Trust or its Trustees, (ii) provides for the indemnification out of property of the Trust of any shareholders held personally liable for any obligations of the Trust or any series thereof, and (iii) provides that the Trust shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of the Trust and satisfy any judgment thereon. Thus, the risk of a Trust shareholder incurring financial loss beyond their investment because of shareholder liability is limited to circumstances in which all of the following factors are present: (1) a court refuses to apply Delaware law; (2) the liability arose under tort law or, if not, no contractual limitation of liability was in effect; and (3) the Trust itself would be unable to meet its obligations. In light of the DSTA, the nature of the Trust’s business, and the nature of its assets, the risk of personal liability to a shareholder of a series of the Trust is remote.

Indemnification of Trustees

The Declaration of Trust further provides that the Trust shall indemnify each of its Trustees and officers against liabilities and expenses reasonably incurred by them, in connection with, or arising out of, any action, suit or proceeding threatened against or otherwise involving such Trustee or officer, directly or indirectly, by reason of being or having been a Trustee or officer of the Trust. In addition, each of the Trustees has entered into an Indemnification Agreement with the Trust, which provides indemnification protections to the maximum extent permitted under applicable state law or federal law, including the 1940 Act. Neither the Declaration of Trust nor the Indemnification Agreement authorizes the Trust to indemnify any Trustee or officer against any liability to which he or she would otherwise be subject by reason of or for willful misfeasance, bad faith, gross negligence or reckless disregard of such person’s duties.

Limitation of Fund liability

All persons dealing with a Fund must look solely to the property of that particular Fund for the enforcement of any claims against that Fund, as neither the Trustees, officers, agents nor shareholders assume any personal liability for obligations entered into on behalf of a Fund or the Trust. No Fund is liable for the obligations of any other Fund.

Shareholder meetings and voting rights

Under the Declaration of Trust, the Trust is not required to hold annual meetings to elect Trustees or for other purposes. It is not anticipated that the Trust will hold shareholders’ meetings unless required by law or the Declaration of Trust, although the Trust may do so periodically. The Trust will be required to hold a meeting to elect Trustees to fill any existing vacancies on the Board if, at any time, fewer than 50% of the Trustees holding office were elected by the shareholders of the Trust. The Trust may also hold special meetings to change fundamental policies, approve a management agreement, or for other purposes. The Funds will mail proxy materials to shareholders for these meetings, and the Trust encourages shareholders who cannot attend to vote by proxy.

Shares of the Trust do not entitle their holders to cumulative voting rights, so that the holders of more than 50% of the NAV represented by the outstanding shares of the Trust may elect all of the Trustees, in which case the holders of the remaining shares would not be able to elect any Trustees. Shareholders are entitled to one vote for each dollar of NAV they own, so that the number of votes a shareholder has is determined by multiplying the number of shares of each Fund held times the NAV per share of the applicable Fund.

The Trust is authorized to issue an unlimited number of shares of beneficial interest in the Funds. Shares are divided into and may be issued in a designated series representing beneficial interests in one of the Fund’s investment portfolios.

Each share of a series issued and outstanding is entitled to participate equally in dividends and distributions declared by such series and, upon liquidation or dissolution, in net assets allocated to such series remaining after satisfaction of

TIAA-CREF Funds ■ Statement of Additional Information 107

outstanding liabilities. The shares of each series, when issued, will be fully paid and non-assessable and have no preemptive or conversion rights.

Notice to non-U.S. individual shareholders

Shares of the Trust are only registered for public offer and sale in the United States of America. Regulations outside of the United States may restrict the sale of shares of the Trust to certain non-U.S. residents or subject certain shareholder accounts to additional regulatory requirements. As a result, the Funds restrict the sale of shares to include only U.S. residents. If a current shareholder in a Fund provides a non-U.S. address, this will be deemed a representation from such investor that he/she is not a U.S. resident and will continue to be a non-U.S. resident unless and until the Fund is notified of a change in the investor’s resident status. Any current shareholder that has a resident address outside of the United States may be restricted from purchasing additional shares of the Trust.

Additional Funds or classes

Pursuant to the Declaration of Trust, the Trustees may establish additional Funds (technically, “series” of shares) or “classes” of shares in the Trust without shareholder approval. The Trustees have established other series of the Trust, known as the “Lifecycle Funds,” “Lifecycle Index Funds,” “Lifestyle Funds” and “Managed Allocation Fund,” which are addressed in separate prospectuses and a separate statement of additional information. The establishment of additional Funds or classes does not affect the interests of current shareholders in the existing Funds or their classes.

Dividends and distributions

Each share of a Fund is entitled to such dividends and distributions out of the income earned on the assets belonging to that Fund as are declared in the discretion of the Trustees. In the event of the liquidation or dissolution of the Trust as a whole or any individual Fund, shares of the affected Fund are entitled to receive their proportionate share of the assets that are attributable to such shares and which are available for distribution as the Trustees in their sole discretion may determine. Shareholders are not entitled to any preemptive, conversion or subscription rights. All shares, when issued, will be fully paid and nonassessable.

Pricing of shares

The share price of each Fund is determined based on the Fund’s NAV. Rule 2a-5 (“Rule 2a-5”) under the 1940 Act provides that a market quotation is readily available only when that quotation is a quoted price (unadjusted) in active markets for identical investments that a fund can access on the measurement date, provided that a quotation will not be deemed to be readily available if it is not reliable. Securities for which market quotations are not readily available must be valued at fair value as determined in good faith by the Board of Trustees. The Board of Trustees has designated Advisors as the valuation designee pursuant to Rule 2a-5 to perform fair value determinations for the Funds. Advisors, as the valuation designee, is responsible for periodically assessing any material risks associated with the determination of the fair value of a Fund’s investments; establishing and applying fair value methodologies; testing the appropriateness of fair value methodologies; and overseeing and evaluating third-party pricing services. Valuing securities at fair value involves greater reliance on judgment than valuing securities that have readily available market quotations. Accordingly, there can be no assurance that the determination of a security’s fair value in accordance with a Fund’s valuation procedures will in fact approximate the price at which a Fund could sell that security at that time. The assets of each Fund are valued as of the close of each valuation day in the following manner:

Investments for which market quotations are readily available

Investments for which market quotations are readily available are valued at the market value of such investments, determined as follows:

Equity securities

Equity securities listed or traded on a national market or exchange are valued based on their sale price on such market or exchange at the close of business (generally 4:00 p.m. Eastern Time) on the date of valuation, or at the mean of the closing bid and asked prices if no sale is reported. For securities traded on NASDAQ, the official closing price quoted by NASDAQ for that security is used. Equity securities that are traded on neither a national securities exchange nor on NASDAQ are valued at the last sale price at the close of business on the New York Stock Exchange (“NYSE”), NYSE Arca Equities or NYSE American (collectively, the “NYSE Exchanges”) (normally 4:00 p.m. Eastern Time or such earlier time that is the latest close of a regular (or core) trading session of any of the NYSE Exchanges), if a last sale price is available, or otherwise at the mean of the closing bid and ask prices. Such an equity security may also be valued at fair value by Advisors as determined in good faith using procedures approved by the Board of Trustees if events materially affecting its value occur between the time its price is determined and the time a Fund’s NAV is calculated.

108 Statement of Additional Information ■ TIAA-CREF Funds

Foreign investments

Investments traded on a foreign exchange or in foreign markets are valued at the last sale price or official closing price reported on the local exchange where traded and converted to U.S. dollars at the prevailing rates of exchange on the date of valuation. Since the trading of investments on a foreign exchange or in foreign markets is normally completed before the end of a valuation day, such valuation does not take place contemporaneously with the determination of the valuation of certain other investments held by the Fund for purposes of calculating the NAV. Because events affecting the value of foreign investments occur between the time their share price is determined and the time when a Fund’s NAV is calculated, such investments will be valued at fair value by Advisors as determined in good faith using procedures approved by the Board of Trustees. For these securities, the Fund uses a fair value pricing service approved by Advisors, the valuation designee. This pricing service employs quantitative models to value foreign equity securities in order to adjust for stale pricing, which occurs between the close of certain foreign exchanges and the close of the NYSE Exchanges. 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.

Debt securities

Generally, debt securities for which market quotations are readily available are valued based on the most recent bid price or the equivalent quoted yield for such securities (or those of comparable maturity, quality and type), although certain debt securities, such as municipal securities, broadly syndicated loans and collateralized loan obligations, are valued based on the most recent mid price, which is generally the average of the most recent bid and ask prices. These values will be derived utilizing an independent pricing service except when it is believed that the prices do not accurately reflect the security’s fair value.

Values for debt securities, including money market instruments (other than those in the Money Market Fund), may also be derived from a pricing matrix that has various types of debt securities along one axis and various maturities along the other.

All debt securities may also be valued at fair value by Advisors as determined in good faith using procedures approved by the Board of Trustees. The use of a price derived from a pricing matrix is a method of fair value pricing.

Special valuation procedures for the Money Market Fund

For the Money Market Fund, all of its assets are valued on the basis of amortized cost in an effort to maintain a constant NAV per share of $1.00. The Board has determined that such valuation is in the best interests of the Fund and its shareholders. Under the amortized cost method of valuation, securities are valued at cost on the date of their acquisition, and thereafter a constant accretion of any discount or amortization of any premium to maturity is assumed. While this method provides certainty in valuation, it may result in periods in which value as determined by amortized cost is higher or lower than the price the Fund would receive if it sold the security. During such periods, the quoted yield to investors may differ somewhat from that obtained by a similar fund that uses available market quotations to value all of its securities.

The Board of Trustees has established procedures reasonably designed, taking into account current market conditions and the Money Market Fund’s investment objective, to stabilize the NAV per share for purposes of sales and redemptions at $1.00. These procedures include review by the Board of Trustees, at such intervals as it deems appropriate, to determine the extent, if any, to which the NAV per share calculated by using available market quotations deviates by more than ¼ of one percent from $1.00 per share. In the event such deviation should exceed ¼ of one percent, the Board of Trustees will promptly consider initiating corrective action. If the Board of Trustees believes that the extent of any deviation from a $1.00 amortized cost price per share may result in material dilution or other unfair results to new or existing shareholders, it will take such steps as it considers appropriate to eliminate or reduce these consequences to the extent reasonably practicable. Such steps may include: (1) selling securities prior to maturity; (2) shortening the average maturity of the Fund; (3) withholding or reducing dividends; or (4) utilizing an NAV per share determined from available market quotations. Even if these steps were taken, the Money Market Fund’s NAV might still decline.

In addition, in a negative interest rate environment, in order to maintain a constant NAV per share of $1.00, the Board of Trustees may find that it is in the best interest of the Fund to reduce the number of shares outstanding on a pro rata basis through “share cancellation” or a “reverse distribution mechanism,” to the extent permissible by applicable law and the Trust’s organizational documents.

Options and futures

Portfolio investments underlying options are valued as described above. Stock options written by a Fund are valued at the last quoted sale price, or at the closing bid price if no sale is reported for the day of valuation as determined on the principal exchange on which the option is traded. The value of a Fund’s net assets will be increased or decreased by the difference between the premiums received on writing options and the costs of liquidating such positions measured by the closing price of the options on the date of valuation.

TIAA-CREF Funds ■ Statement of Additional Information 109

For example, when a Fund writes a call option, the amount of the premium is included in the Fund’s assets and an equal amount is included in its liabilities. The liability thereafter is adjusted to the current market value of the call. Thus, if the current market value of the call exceeds the premium received, the excess would be unrealized depreciation; conversely, if the premium exceeds the current market value, such excess would be unrealized appreciation. If a call expires or if the Fund enters into a closing purchase transaction, it realizes a gain (or a loss if the cost of the transaction exceeds the premium received when the call was written) without regard to any unrealized appreciation or depreciation in the underlying securities, and the liability related to such call is extinguished. If a call is exercised, the Fund realizes a gain or loss from the sale of the underlying securities and the proceeds of the sale are increased by the premium originally received.

A premium paid on the purchase of a put will be deducted from a Fund’s assets and an equal amount will be included as an investment and subsequently adjusted to the current market value of the put. For example, if the current market value of the put exceeds the premium paid, the excess would be unrealized appreciation; conversely, if the premium exceeds the current market value, such excess would be unrealized depreciation.

Stock and bond index futures, and options thereon, which are traded on commodities exchanges, are valued at their last sale prices as of the close of such commodities exchanges.

Investments for which market quotations are not readily available

Portfolio securities or other assets for which market quotations are not readily available will be valued at fair value as determined by Advisors in good faith using procedures approved by the Board of Trustees. For more information about the Funds’ fair value pricing procedures, see “Calculating share price” in the Prospectuses.

Tax status

The following discussion of the federal tax status of the Funds is a general and abbreviated summary based on tax laws and regulations in effect on the date of this SAI. Tax law is subject to change by legislative, administrative or judicial action.

This discussion does not address all aspects of taxation (including state, local and foreign taxes) that may be relevant to particular shareholders in light of their own investment or tax circumstances, or to particular types of shareholders (including insurance companies, tax-deferred retirement plans, financial institutions, broker-dealers, foreign corporations and persons who are not citizens or residents of the United States) subject to special treatment under the federal income tax laws. This summary is based on the Code, the regulations thereunder, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis.

YOU ARE ADVISED TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF AN INVESTMENT IN A FUND IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES. THIS DISCUSSION IS NOT INTENDED AS A SUBSTITUTE FOR CAREFUL TAX PLANNING.

Qualification as regulated investment company

Each Fund is treated as a separate taxpayer for federal income tax purposes. Each Fund has elected or will elect to be treated as a regulated investment company under Subchapter M of Chapter 1 of the Code and intends to qualify as a regulated investment company each year. If a Fund: (1) continues to qualify as a regulated investment company, and (2) distributes to its shareholders an amount at least equal to the sum of 90% of its investment company taxable income (including for this purpose its net ordinary investment income and realized net short-term capital gains) and 90% of its tax-exempt interest income (reduced by certain expenses) (the “90% distribution requirement”), which the Trust intends each Fund to do, then under the provisions of Subchapter M of the Code the Fund should have little or no liability for federal income taxes. In particular, a Fund will not be subject to federal income tax on the portion of its investment company taxable income and net capital gain (i.e., realized net long-term capital gain in excess of realized net short-term capital loss) it distributes to shareholders (or treats as having been distributed to shareholders).

Each Fund generally will endeavor to distribute (or treat as deemed distributed) to shareholders all of its investment company taxable income and its net capital gain, if any, for each taxable year so that it will not incur federal income taxes on its earnings.

A Fund must meet several requirements to maintain its status as a regulated investment company. These requirements include the following: (1) at least 90% of its gross income for each taxable year must be derived from (a) dividends, interest, payments with respect to loaned securities, gains from the sale or disposition of securities (including gains from related investments in foreign currencies), and other income (including gains from options, futures or forward contracts) derived with respect to its business of investing in such securities or currencies; and (b) net income derived from an interest in a qualified publicly traded partnership (“PTP”); and (2) at the close of each quarter of the Fund’s taxable year, (a) at least 50% of the value of the Fund’s total assets must consist of cash, cash items, securities of other regulated investment companies, U.S. Government securities and other securities that, with respect to any one issuer, do not represent more than 5% of the value of the total assets of the Fund or more than 10% of the outstanding voting securities of such issuer; or more than 10% of a PTP’s equity securities and (b) the Fund must not invest more than 25% of its total assets in the securities of any one issuer (other

110 Statement of Additional Information ■ TIAA-CREF Funds

than U.S. Government securities or the securities of other regulated investment companies), the securities of two or more issuers that are controlled by the Fund and that are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more PTPs.

If for any taxable year a Fund fails to qualify as a regulated investment company or fails to satisfy the 90% distribution requirement, then all of its taxable income would be subject to federal, and possibly state, income tax at regular corporate rates (without any deduction for distributions to its shareholders) and distributions to its shareholders would generally constitute ordinary income (including dividends derived from interest on tax-exempt obligations) to the extent of such Fund’s available earnings and profits.

Equalization accounting

Each Fund may use the so-called “equalization method” of accounting to allocate a portion of its “earnings and profits,” which generally equals a Fund’s undistributed net investment income and realized capital gains, with certain adjustments, to redemption proceeds. This method permits a Fund to achieve more balanced distributions for both continuing and redeeming shareholders. Although using this method generally will not affect a Fund’s total returns, it may reduce the amount that the Fund would otherwise distribute to continuing shareholders by reducing the effect of redemptions of Fund shares on Fund distributions to shareholders. However, the IRS has not expressly sanctioned the particular equalization method used by a Fund, and thus the Fund’s use of this method may be subject to IRS scrutiny.

Distributions to avoid federal excise tax

A regulated investment company generally must distribute in each calendar year an amount equal to at least the sum of:

1. 98% of its ordinary taxable income for the year;

2. 98.2% of its capital gain net income for the twelve months ended on October 31 of that calendar year; and

3. any ordinary income or net capital gain income not distributed or taxed for prior years (the “excise tax avoidance requirements”). To the extent that a regulated investment company fails to do this, it is subject to a 4% nondeductible federal excise tax on undistributed earnings. Therefore, in order to avoid the federal excise tax, each Fund must make (and the Trust intends that each will make) the foregoing distributions.

Capital loss carryforwards

As of October 31, 2023, the following Funds have capital loss “carryforwards” as indicated below. To the extent provided in the Code and regulations thereunder, a Fund may carry forward such capital losses to offset realized capital gains in future years. To the extent that these losses are used to offset future capital gains, it is probable that the gains so offset will not be distributed to shareholders because they would be taxable as ordinary income.


Fund	Short-term		Long-term		Total
Emerging Markets Equity Fund	$	212,030,616	$	180,866,537	$	392,897,153
Emerging Markets Equity Index Fund		204,152,881		561,102,540		765,255,421
Equity Index Fund		6,558,847		110,068,723		116,627,570
International Equity Fund		257,044,008		212,272,231		469,316,239
International Equity Index Fund		251,782,774		655,142,158		906,924,932
International Opportunities Fund*		660,880,379		104,381,419		765,261,798
Large-Cap Growth Fund		29,665,652		490,773		30,156,425
Mid-Cap Growth Fund		101,284,395		37,873,783		139,158,178
Mid-Cap Value Fund		51,285,445		20,299,558		71,585,003
Quant International Small-Cap Equity Fund		141,293,019		34,120,874		175,413,893
Social Choice International Equity Fund		2,937,128		14,723,770		17,660,898
S&P 500 Index Fund		1,102,599		17,409,545		18,512,144
Emerging Markets Debt Fund		8,539,538		30,184,099		38,723,637
International Bond Fund		11,063,670		10,752,607		21,816,277

* A portion of International Opportunities Fund’s capital loss carryforwards is subject to an annual limitation under the Code and related regulations.

As of March 31, 2023 (except as otherwise noted), the following Funds have capital loss “carryforwards” as indicated below. To the extent provided in the Code and regulations thereunder, a Fund may carry forward such capital losses to offset realized capital gains in future years. To the extent that these losses are used to offset future capital gains, it is probable that the gains so offset will not be distributed to shareholders because they would be taxable as ordinary income.

TIAA-CREF Funds ■ Statement of Additional Information 111


Fund	Short-term		Long-term		Total
Bond Index Fund	$	71,248,816	$	82,537,756	$	153,786,572
Core Bond Fund		302,141,704		244,146,311		546,288,015
Core Impact Bond Fund		283,194,704		171,295,456		454,490,160
Core Plus Bond Fund		133,694,766		148,833,079		282,527,845
5–15 Year Laddered Tax-Exempt Bond Fund		—		1,935,921		1,935,921
Green Bond Fund		1,495,170		1,156,249		2,651,419
High-Yield Fund		87,547,464		263,901,148		351,448,612
Short Duration Impact Bond Fund		592,923		138,383		731,306
Short-Term Bond Fund		—		21,014,166		21,014,166
Short-Term Bond Index Fund		8,065,738		20,531,276		28,597,014
Real Estate Securities Fund		135,632,764		41,452,618		177,085,382

Investments in foreign securities

Investment income received from sources within foreign countries, or capital gains earned by a Fund investing in securities of foreign issuers, may be subject to foreign income taxes withheld at the source. In this regard, withholding tax rates in countries with which the United States does not have a tax treaty are often as high as 35% or more. The United States has entered into tax treaties with many foreign countries that may entitle a Fund to a reduced rate of tax or exemption from tax on this related income and gains. The effective rate of foreign tax cannot be determined at this time since the amount of a Fund’s assets to be invested within various countries is not now known. The Funds intend to operate so as to qualify for applicable treaty-reduced rates of tax.

If a Fund qualifies as a regulated investment company under the Code, and if more than 50% of the Fund’s total assets at the close of the taxable year consists of securities of foreign corporations, then the Fund may elect, for U.S. federal income tax purposes, to treat foreign income taxes paid by the Fund (including certain withholding taxes that can be treated as income taxes under U.S. income tax principles) as paid by its shareholders. If a Fund makes such an election, an amount equal to the foreign income taxes paid by the Fund would be included in the income of its shareholders and the shareholders often would be entitled to credit their portions of this amount against their U.S. tax liabilities, if any, or to deduct those portions from their U.S. taxable income, if any. Shortly after any year for which such an election is made, the Fund will report to shareholders, in writing, the amount per share of foreign tax that must be included in each shareholder’s gross income and the amount that will be available as a deduction or credit. Certain limitations based on the unique tax situation of a shareholder may apply to limit the extent to which the credit or the deduction for foreign taxes may be claimed by such shareholder.

If a Fund acquires stock in certain foreign corporations that receive at least 75% of their annual gross income from passive sources (such as interest, dividends, rents, royalties or capital gain) or hold at least 50% of their total assets in investments producing such passive income (“passive foreign investment companies”), that Fund could be subject to federal income tax and additional interest charges on “excess distributions” received from such companies or gain from the sale of stock in such companies, even if all income or gain actually received by the Fund is timely distributed to its shareholders. The Fund would not be able to pass through to its shareholders any credit or deduction for such a tax. Certain elections may, if available, ameliorate these adverse tax consequences, but any such election requires the applicable Fund to recognize taxable income or gain without the concurrent receipt of cash. Any Fund that acquires stock in foreign corporations may limit and/or manage its holdings in passive foreign investment companies to minimize its tax liability.

Foreign exchange gains and losses realized by a Fund in connection with certain transactions involving non-dollar debt securities, certain foreign currency futures contracts, foreign currency option contracts, foreign currency forward contracts, foreign currencies, or payables or receivables denominated in a foreign currency are subject to Code provisions that generally treat such gains and losses as ordinary income and losses and may affect the amount, timing and character of distributions to shareholders. Any such transactions that are not directly related to a Fund’s investment in securities (possibly including speculative currency positions or currency derivatives not used for hedging purposes) could, under future U.S. Treasury regulations, produce income not among the types of “qualifying income” from which the Fund must derive at least 90% of its annual gross income.

Investments with original issue discount

Each Fund that invests in certain payment-in-kind instruments, zero coupon securities or certain deferred interest securities (and, in general, any other securities with original issue discount or with market discount if the Fund elects to include market discount in current income) must accrue income on such investments prior to the receipt of the corresponding cash. However, because each Fund must meet the 90% distribution requirement to qualify as a regulated investment company, a Fund may have to dispose of its portfolio investments under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing the cash, to satisfy distribution requirements.

112 Statement of Additional Information ■ TIAA-CREF Funds

Options, futures, and swaps

A Fund’s transactions in options contracts and futures contracts are subject to special provisions of the Code that, among other things, may affect the character of gains and losses realized by the Fund (that is, may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Fund and defer losses of the Fund. These rules (1) could affect the character, amount and timing of distributions to shareholders of a Fund, (2) could require the Fund to “mark to market” certain types of the positions in its portfolio (that is, treat them as if they were closed out) and (3) may cause the Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the 90% distribution requirement and the excise tax avoidance requirements described above. To mitigate the effect of these rules and prevent disqualification as a regulated investment company, each Fund seeks to monitor its transactions, seeks to make the appropriate tax elections and seeks to make the appropriate entries in its books and records when it acquires any option, futures contract or hedged investment.

The federal income tax rules applicable to interest rate swaps, caps and floors are unclear in certain respects, and a Fund may be required to account for these transactions in a manner that, in certain circumstances, may limit the degree to which it may utilize these transactions. Among other things, there is uncertainty concerning when income or loss is recognized for tax purposes and whether such income or loss is capital or ordinary. In addition, the application of the diversification tests described above with respect to such instruments is uncertain. As a result, any Fund investing in these instruments may limit and/or manage its holdings of these instruments in order to avoid disqualification of the Fund as a regulated investment company and to minimize the potential negative tax consequences to the Fund from a successful challenge by the IRS with respect to the Fund’s treatment of these instruments.

Shareholder taxation

The following discussion of certain federal income tax issues of shareholders of the Funds is a general and abbreviated summary based on tax laws and regulations in effect on the date of this SAI.

Tax law is subject to change by legislative, administrative or judicial action. The following discussion relates solely to U.S. federal income tax law as applicable to U.S. taxpayers (e.g., U.S. residents and U.S. domestic corporations, partnerships, trusts or estates). The discussion does not address special tax rules applicable to certain classes of investors, such as qualified retirement accounts or trusts, tax-exempt entities, insurance companies, banks and other financial institutions or non-U.S. taxpayers. Dividends, capital gain distributions, and ownership of or gains realized on the redemption (including an exchange) of the shares of a Fund may also be subject to state, local and foreign taxes. Shareholders should consult their own tax advisors as to the federal, state, local or foreign tax consequences of ownership of shares of, and receipt of distributions from, the Funds in their particular circumstances.

Distributions

Distributions of a Fund’s investment company taxable income are taxable as ordinary income to shareholders to the extent of the Fund’s current or accumulated earnings and profits, whether paid in cash or reinvested in additional shares. Any distribution of a Fund’s net capital gain properly designated by a Fund as a “capital gain dividend” is taxable to a shareholder as long-term capital gain regardless of a shareholder’s holding period for his, her or its shares and regardless of whether paid in cash or reinvested in additional shares. Distributions, if any, in excess of earnings and profits usually constitute a return of capital, which first reduces an investor’s tax basis in a Fund’s shares and thereafter (after such basis is reduced to zero) generally gives rise to capital gains. Shareholders electing to receive distributions in the form of additional shares have a cost basis for federal income tax purposes in each share so received equal to the amount of cash they would have received had they elected to receive the distributions in cash.

At a Fund’s option, it may retain some or all of its net capital gain for a tax year, but designate the retained amount as a “deemed distribution.” In that case, among other consequences, the Fund pays tax on the retained amount for the benefit of its shareholders, the shareholders are required to report their share of the deemed distribution on their tax returns as if it had been distributed to them, and the shareholders may report a credit for the tax paid thereon by the Fund. The amount of the deemed distribution net of such tax is added to the shareholder’s cost basis for his, her or its shares. Since the Funds expect to pay tax on any retained net capital gain at their regular corporate capital gain tax rates, and since that rate is in excess of the maximum rate currently payable by individuals on long-term capital gain, the amount of tax that individual shareholders are treated as having paid will exceed the amount of tax that such shareholders would be required to pay on the retained net capital gains. A shareholder that is not subject to U.S. federal income tax or tax on long-term capital gains should be able to file a return on the appropriate form or a claim for refund that allows such shareholder to recover the taxes paid on his, her or its behalf. In the event the Funds choose this option, they must provide written notice to the shareholders prior to the expiration of 60 days after the close of the relevant tax year.

TIAA-CREF Funds ■ Statement of Additional Information 113

Any dividend declared by a Fund in October, November or December of any calendar year, payable to shareholders of record on a specified date in such a month and actually paid during January of the following year, is treated as if it had been received by the shareholders on December 31 of the year in which the dividend was declared.

Buying a dividend

An investor should consider the tax implications of buying shares just prior to a distribution. Even if the price of the shares includes the amount of the forthcoming distribution, the shareholder generally will be taxed upon receipt of the distribution and is not entitled to offset the distribution against the tax basis in his, her or its shares. In addition, an investor should be aware that, at the time the investor purchases shares of a Fund, a portion of the purchase price is often attributable to realized or unrealized appreciation in the Fund’s portfolio or undistributed taxable income of the Fund. Subsequent distributions from such appreciation or income may be taxable to such investor even if the NAV of the investor’s shares is, as a result of the distributions, reduced below the investor’s cost for such shares, and the distributions in reality represent a return of a portion of the purchase price.

Qualified dividend income

Individual shareholders may be eligible to treat a portion of a Fund’s ordinary income dividends as “qualified dividend income” that is subject to tax at the same reduced maximum rates applicable to long-term capital gains. Corporations are not eligible for the reduced maximum rates on qualified dividend income. The Fund must designate the portion of its distributions that is eligible to be treated as qualified dividend income in a written notice within 60 days of the close of the relevant taxable year. In general, the maximum amount of distributions by a Fund that may be designated as qualified dividend income for that taxable year is the total amount of qualified dividend income received by that Fund during such year. If the qualified dividend income received by a Fund is equal to 95% (or a greater percentage) of the Fund’s gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by the Fund will be qualified dividend income. In order to constitute qualified dividend income to the Fund, a dividend must be received from a U.S. domestic corporation (other than dividends from tax-exempt corporations and certain dividends from real estate investment trusts and other regulated investment companies) or a qualified foreign corporation. In addition, the dividend must be paid in respect of the stock that has been held by the Fund, for federal income tax purposes, for at least 61 days during the 121-day period that begins 60 days before the stock becomes ex-dividend. In order to be eligible to treat a dividend from a Fund as qualified dividend income, individual shareholders must also meet the foregoing minimum holding period requirements with respect to their shares of the applicable Fund. Little, if any, of the ordinary dividends paid by the Fixed-Income Funds (including the Money Market Fund) or Real Estate Securities Fund are expected to constitute qualified dividend income.

Dividends-received deduction

A Fund’s ordinary income dividends to corporate shareholders may, if certain conditions are met, qualify for the dividends-received deduction to the extent that the Fund has received qualifying dividend income during the taxable year. Capital gain dividends distributed by the Fund are not eligible for the dividends-received deduction. In order to constitute a qualifying dividend, a dividend must be from a U.S. domestic corporation in respect of the stock of such corporation that has been held by the Fund, for federal income tax purposes, for at least 46 days during the 91-day period that begins 45 days before the stock becomes ex-dividend (or, in the case of preferred stock, 91 days during the 181-day period that begins 90 days before the stock becomes ex-dividend). The Fund must also designate the portion of any distribution that is eligible for the dividends-received deduction in a written notice within 60 days of the close of the relevant taxable year. In addition, in order to be eligible to claim the dividends-received deduction with respect to distributions from a Fund, corporate shareholders must meet the foregoing minimum holding period requirements with respect to their shares of the applicable Fund. If a corporation borrows to acquire shares of a Fund, it may be denied a portion of the dividends-received deduction it would otherwise be eligible to claim. The entire qualifying dividend, including the otherwise deductible amount, is included in determining the excess (if any) of a corporate shareholder’s adjusted current earnings over its alternative minimum taxable income, which may increase its alternative minimum tax liability. Additionally, any corporate shareholder should consult its tax advisor regarding the possibility that its basis in its shares may be reduced, for federal income tax purposes, by reason of “extraordinary dividends” received with respect to the shares, for the purpose of computing its gain or loss on redemption or other disposition of the shares.

Qualified REIT dividends

Through 2025, individuals and certain other noncorporate entities are generally eligible for a 20% deduction with respect to the receipt of domestic qualified business income from REIT investments (“qualified REIT dividends”). Applicable Treasury regulations permit regulated investment companies, such as the Funds, to pass through to their shareholders qualified REIT dividends received from REIT investments that are eligible for the 20% deduction. Shareholders should consult their tax advisors about their eligibility to claim the 20% deduction for any qualified REIT dividends reported by a Fund.

114 Statement of Additional Information ■ TIAA-CREF Funds

Gains and losses on redemptions

A shareholder generally recognizes taxable gain or loss on a sale or redemption (including by exercise of the exchange privilege) of his, her or its shares. The amount of the gain or loss is measured by the difference between the shareholder’s adjusted tax basis in his, her or its shares and the amount of the proceeds received in exchange for such shares. Any gain or loss arising from (or, in the case of distributions in excess of earnings and profits, treated as arising from) the sale or redemption of shares generally is a capital gain or loss. This capital gain or loss normally is treated as a long-term capital gain or loss if the shareholder has held his, her or its shares for more than one year at the time of such sale or redemption; otherwise, it generally will be classified as short-term capital gain or loss. If, however, a shareholder receives a capital gain dividend with respect to any share of a Fund, and if the share is sold before it has been held by the shareholder for at least six months, then any loss on the sale or exchange of the share, to the extent of the capital gain dividend, is treated as a long-term capital loss. In addition, all or a portion of any loss realized upon a taxable disposition of shares may be disallowed if other shares of the same Fund are purchased (including any purchase through a reinvestment of distributions from the Fund) within 30 days before or after the disposition. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Also, if a shareholder who incurred a sales charge on the acquisition of shares of a Fund sells his, her or its shares within 90 days of purchase and subsequently acquires shares of another Fund of the Trust on which a sales charge normally is imposed without paying such sales charge in accordance with the exchange privilege described in the Prospectuses, such shareholder will not be entitled to include the amount of the sales charge in his, her or its basis in the shares sold for purposes of determining gain or loss. In these cases, any gain on the disposition of the shares of the Fund is increased, or loss decreased, by the amount of the sales charge paid when the shares were acquired, and that amount will increase the adjusted basis of the shares of the Fund subsequently acquired.

Each Fund is required to report to the IRS and furnish to certain 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.

Deduction of capital losses

Non-corporate shareholders with net capital losses for a year (i.e., capital losses in excess of capital gains) generally may deduct up to $3,000 of such losses against their ordinary income each year; any net capital losses of a non-corporate shareholder in excess of $3,000 generally may be carried forward and used in subsequent years as provided in the Code. Corporate shareholders generally may not deduct any net capital losses for a year, but may carry back such losses for three years or carry forward such losses for five years.

TEFRA Bond Subsidiary

The International Bond Fund may seek exposure to TEFRA Bonds through investment of up to 25% of its total assets in the TEFRA Bond Subsidiary. Under applicable U.S. Treasury regulations, the Fund’s income inclusion with respect to a subsidiary will generally be treated as qualifying income under Subchapter M of the Code if either (A) there is a distribution out of the earnings and profits of the subsidiary that are attributable to such income inclusion or (B) such inclusion is derived with respect to the Fund’s business of investing in stock, securities, or currencies. The tax treatment of the International Bond Fund’s investments in the TEFRA Bond Subsidiary could affect whether income derived from such investments is qualifying income, or otherwise affect the character, timing and/or amount of the Fund’s taxable income or any gains and distributions made by the Fund.

A foreign corporation, such as the TEFRA Bond Subsidiary, will generally not be subject to U.S. federal income taxation unless it is deemed to be engaged in a U.S. trade or business. It is expected that the TEFRA Bond Subsidiary will conduct its activities in a manner so as to meet the requirements of a safe harbor under Section 864(b)(2) of the Code under which the TEFRA Bond Subsidiary may engage in trading in stocks or securities or certain commodities without being deemed to be engaged in a U.S. trade or business. However, if certain of the TEFRA Bond Subsidiary’s activities were determined not to be of the type described in the safe harbor, then the activities of the TEFRA Bond Subsidiary may constitute a U.S. trade or business,

TIAA-CREF Funds ■ Statement of Additional Information 115

or be taxed as such. In general, a foreign corporation, such as the TEFRA Bond Subsidiary, that does not conduct a U.S. trade or business is nonetheless subject to tax at a flat rate of 30 percent (or lower tax treaty rate), if applicable, generally payable through withholding, on the gross amount of certain U.S.-source income that is not effectively connected with a U.S. trade or business. There is presently no tax treaty in force between the U.S. and the Cayman Islands that would reduce this rate of withholding tax. It is not expected that the TEFRA Bond Subsidiary will derive income subject to such withholding tax.

The TEFRA Bond Subsidiary will be treated as a controlled foreign corporation and the International Bond Fund will be treated as a “U.S. shareholder” of such subsidiary. As a result, the International Bond Fund will be required to include in gross income for U.S. federal income tax purposes all of the Subpart F income of the TEFRA Bond Subsidiary, whether or not such income is distributed by the TEFRA Bond Subsidiary. The Fund’s recognition of such “Subpart F income” will increase the Fund’s tax basis in the TEFRA Bond Subsidiary. Distributions by the TEFRA Bond Subsidiary to the International Bond Fund will be tax-free, to the extent of its previously undistributed “Subpart F income,” and will correspondingly reduce the Fund’s tax basis in the subsidiary. “Subpart F income” is generally treated as ordinary income, regardless of the character of the TEFRA Bond Subsidiary’s underlying income. If a net loss is realized by the TEFRA Bond Subsidiary, such loss is not generally available to offset the income earned by the International Bond Fund, and such loss cannot be carried forward to offset taxable income of the Fund or the TEFRA Bond Subsidiary in future periods.

Reports to shareholders

The Funds send to each of their shareholders, as promptly as possible after the end of each calendar year, a notice detailing on a per share and per distribution basis, the amounts includible in such shareholder’s taxable income for such year as ordinary income (including any portion eligible to be treated as qualified dividend income or to be deducted pursuant to the dividends-received deduction) and as long-term capital gain. In addition, the federal tax status of each year’s distributions generally is reported to the IRS.

Backup withholding

The Funds may be required to withhold U.S. federal income tax (“backup withholding”) from all distributions payable to: (1) any shareholder who fails to furnish a Fund with a correct taxpayer identification number or a certificate that the shareholder is exempt from backup withholding and (2) any shareholder with respect to whom the IRS notifies the Fund that the shareholder has failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect. The backup withholding is not an additional tax and may be returned or credited against a taxpayer’s regular federal income tax liability if appropriate information is provided to the IRS.

Shares held in certain custody accounts

Shares held in custody accounts as permitted by Code Sections 403(b)(7) and 408 (IRAs) are subject to special tax treatment. The federal income tax on earnings in such accounts is deferred, and there are restrictions on the amounts that can be distributed from such accounts without adverse federal income tax consequences for investors in such accounts. Distributions from such accounts may be subject to taxation as ordinary income in the year distributed and investors in such accounts may have to pay a penalty tax for certain distributions.

Shareholders invested through such accounts should consult their tax advisor or TIAA for more information.

Treatment of 5–15 Year Laddered Tax-Exempt Bond Fund

The 5–15 Year Laddered Tax-Exempt Bond Fund expects to qualify to pay “exempt-interest dividends” which may be treated by shareholders as items of interest that are exempt from regular federal income tax. (Distributions derived from net long-term capital gains of the 5–15 Year Laddered Tax-Exempt Bond Fund will ordinarily be taxable to shareholders as long-term capital gains, and any distributions derived from taxable interest income, net short-term capital gains and certain net realized foreign exchange gains will be taxable to shareholders as ordinary income.) The recipient of exempt-interest dividends is required to report such income on their federal income tax return, but if a shareholder borrows funds to purchase or carry shares of the 5–15 Year Laddered Tax-Exempt Bond Fund, interest paid on such debt is not deductible. In addition, exempt-interest dividends will be taken into account in determining the extent to which a shareholder’s Social Security or certain railroad retirement benefits are taxable. Any losses realized by shareholders who dispose of shares of the 5–15 Year Laddered Tax-Exempt Bond Fund with a tax holding period of six months or less are disallowed to the extent of any exempt-interest dividends received with respect to such shares.

The 5–15 Year Laddered Tax-Exempt Bond Fund may invest a portion of its assets in private activity bonds, the interest from which (including the Fund’s distributions attributable to such interest) may be a preference item for purposes of federal AMT, both individual and corporate. Income from securities that is a preference item is included in the computation of the AMT and, in the case of corporations, all exempt-interest income, whether or not attributable to private activity bond interest, may increase a corporate shareholder’s liability, if any, for AMT.

116 Statement of Additional Information ■ TIAA-CREF Funds

Shareholders who have not held shares of the 5–15 Year Laddered Tax-Exempt Bond Fund for such Fund’s full taxable year may have designated as tax-exempt interest or as a tax-preference item a percentage distribution which is not equal to the actual amount of tax-exempt income or tax-preference income earned by the Fund during the period of their investment.

A portion of the dividends to shareholders from the 5–15 Year Laddered Tax-Exempt Bond Fund may be exempt from state and local taxes. Income from investments in the shareholder’s state of residence is generally tax-exempt. The 5–15 Year Laddered Tax-Exempt Bond Fund will direct the transfer agent to send shareholders a breakdown of income from each state in order to aid them in preparing tax returns.

Brokerage allocation

Advisors is responsible for decisions to buy and sell securities for the Funds as well as for selecting brokers and, where applicable, negotiating the amount of the commission rate paid. It is the intention of Advisors to place brokerage orders with the objective of obtaining the best execution. In evaluating best execution for transactions, Advisors considers a number of factors, including, without limitation, the following: best price; the nature of the security being traded; the nature and character of the markets for the security to be purchased or sold; the likely market impact of the transaction based on the nature of the transaction; the skill of the executing broker; the liquidity being provided by the broker; the broker-dealer’s settlement and clearance capability; the reputation and financial condition of the broker-dealer; the costs of processing information; the nature of price discovery in different markets; the laws and regulations governing investment advisers; and other factors deemed appropriate by Advisors. When purchasing or selling securities traded on the over-the-counter market, Advisors generally will execute the transactions with a broker engaged in making a market for such securities. When Advisors deems the purchase or sale of a security to be in the best interests of one or more Funds, its personnel may, consistent with its fiduciary obligations, decide either to buy or to sell a particular security for the Fund(s) at the same time as for other funds that it may be managing, or that may be managed by its affiliated investment advisers. In that event, allocation of the securities purchased or sold, as well as the expenses incurred in the transaction, will be made in an equitable manner.

Transactions on equity exchanges, commodities markets and other agency transactions involve the payment of negotiated brokerage commissions. Such commissions vary among different brokers. Transactions in foreign investments also have negotiated commission rates and they are for the most part the same for all brokers in a particular country with a few exceptions. Trades are regularly monitored for best execution purposes by the equity trading desk.

Advisors’ fixed-income traders select the broker-dealers (sell-side) with whom they do business independent of any research, strategy pieces or trade recommendations provided to Advisors. The vast majority of institutional fixed-income trading is conducted over-the-counter rather than on exchanges, with set prices plus commissions. Fixed-income trading is based on the risk-taking practice of market making by sell-side firms, which attempt to capture the bid/ask spread on trades where capital is committed (principal model) or on a pre-negotiated spread concession for riskless principal trades (agency model).

The fixed-income marketplace does not use a voting system to rate broker-dealers with the intent of using those rankings to direct or allocate trades. The directive to Advisors’ fixed-income traders, and the conventional trading construct within the fixed-income market, is based on the practice of fiduciary efforts to achieve best execution. The research, credit opinions and relative value trade recommendations provided by Advisors’ sell-side counterparts are evaluated, but there is no direct linkage between that evaluation and Advisors’ selection of a particular broker-dealer for trade execution. When selecting a broker, the traders follow established trading protocols for data aggregation, price discovery, inventory mining and information protection and conduct an assessment of counterparty performance. The protocol incorporates Advisors’ knowledge of and experience with select broker-dealers with respect to providing liquidity, namely the highest bid price or lowest offer price for a particular security.

Every broker is formally approved by the Equity or Fixed-Income Best Execution Committee, as appropriate, which is comprised of representatives from trading, portfolio management, compliance and law. Risk management also reviews the creditworthiness of all brokers.

Consistent with best execution, Advisors may place orders with brokers providing research and statistical data services even if lower commissions may be available from brokers not providing such services. With respect to equity securities, Advisors has adopted a policy embodying the concepts of Section 28(e) under the Securities Exchange Act of 1934, which provides a safe harbor allowing an investment adviser to cause a client to pay a higher commission to a broker that also provides research services than the commission another broker would charge (generally referred to as the use of “soft dollars”). To utilize soft dollars, the adviser must determine in good faith that the commission paid is reasonable in relation to the value of the brokerage and research services provided and that, over time, each client paying soft dollars receives some benefit from the research obtained through the use of soft dollars. An adviser may make such a determination based upon either the particular transaction involved or the overall responsibilities of the adviser with respect to the accounts over which it exercises investment discretion. Therefore, specific research may not necessarily benefit all accounts paying commissions to such broker. Research obtained through soft dollars may be developed by the broker or a third party, where the obligation to pay is between the broker and the third party. In such cases the research will be paid for through a Commission Sharing Arrangement (“CSA”) or similar arrangement.

TIAA-CREF Funds ■ Statement of Additional Information 117

With respect to the Funds, Advisors may only use soft dollars to pay for research with intellectual content. Such research includes, but is not limited to, investment or market-related reports (including analyses and reports that relate to issuers, industries, securities, economic factors and trends, and portfolio strategies), access to investment or market-related conferences, meetings with company management, access to a broker’s research staff and the use of investment or market-related consulting services. It does not include market data services or trading software or tools.

Fixed-income trades on behalf of the Funds are not allocated to generate soft dollar credits, but, at times, a broker may send Advisors unsolicited proprietary research that was based on their assessment of the fixed-income trading volume executed with that broker. Similarly, trades on behalf of the Funds that follow an index or quantitative strategy, or execution-only trades, will not generate soft dollars, but, at times, a broker may send Advisors unsolicited proprietary research that is based, in part, on such trading volume.

The Board and Advisors have agreed that Advisors will compensate each Fund for all of its soft dollar costs. This arrangement may only be changed with Board approval. Additionally, Advisors will report to the Board, or a designated Committee of the Board, at least annually regarding soft dollar usage by the Funds, including soft dollars attributable to each Fund.

As part of Nuveen Equities (the integrated equity investment teams of Advisors and certain of its affiliated investment advisers, including Investment Management (the “Nuveen Equities Affiliates”)), soft dollar credits generated by Nuveen Equities Affiliates are aggregated into a single pool, and research is allocated among the respective Nuveen Equities Affiliates based on factors such as asset size of the team’s equity strategy and the Nuveen Equities Affiliate’s geographic considerations (e.g., U.S. versus non-U.S.; developed markets versus emerging markets).

Research or services obtained for one Fund may be used by Advisors in managing other Funds and the accounts of other investment company clients and advisory clients of Advisors. Research or services obtained for the Trust also may be used by Advisors’ affiliated investment advisers, including Investment Management, for the benefit of their respective clients, and vice versa.

All soft dollars paid by the Funds during the fiscal year ended October 31, 2023 were fully compensated by Advisors. There were no soft dollars paid by the Funds with a fiscal year ended March 31, 2023 during such fiscal year.

The aggregate amount of brokerage commissions paid by the following Funds for the prior fiscal years ended October 31, 2023, October 31, 2022 and October 31, 2021, was as follows:


Fund	October 31, 2023		October 31, 2022		October 31, 2021
Emerging Markets Equity Fund	$	2,446,010	$	3,175,358	$	3,054,849

Emerging Markets Equity Index Fund		895,831		887,485		902,163

Equity Index Fund		502,919		430,300		226,697

Growth & Income Fund		1,337,845		3,569,687		3,395,233

International Equity Fund		2,302,146		2,115,017		2,996,814

International Equity Index Fund		1,093,198		883,636		512,135

International Opportunities Fund		978,310		1,042,046		1,165,796

Large-Cap Growth Fund		1,343,238		1,289,791		1,587,850

Large-Cap Growth Index Fund		170,420		150,096		101,668

Large-Cap Value Fund		940,236		831,206		772,242

Large-Cap Value Index Fund		129,569		69,009		95,182

Mid-Cap Growth Fund		279,713		415,768		504,110

Mid-Cap Value Fund		973,520		1,117,663		1,169,101

Quant International Small-Cap Equity Fund		1,196,098		1,363,437		1,399,576

Quant Small-Cap Equity Fund		793,099		690,564		677,223

Quant Small/Mid-Cap Equity Fund		290,823		221,905		146,023

Small-Cap Blend Index Fund		200,011		225,291		116,537

Social Choice Equity Fund		177,372		80,196		79,685

Social Choice International Equity Fund		120,097		167,254		98,947

Social Choice Low Carbon Equity Fund		23,135		39,148		19,575

S&P 500 Index Fund		38,366		24,683		26,082

The aggregate amount of brokerage commissions paid by the following Funds for the prior fiscal years ended March 31, 2023, March 31, 2022 and March 31, 2021, was as follows:

118 Statement of Additional Information ■ TIAA-CREF Funds


Fund	March 31, 2023		March 31, 2022		March 31, 2021
Core Bond Fund	$	2,427	$	356	$	162

Core Impact Bond Fund		6,380		—		—

Core Plus Bond Fund		4,036		354		11,274

High-Yield Fund		13,973		—		55,829

Inflation-Linked Bond Fund		500		800		300

Short-Term Bond Fund		10,598		13,560		6,760

Real Estate Securities Fund		516,843		923,714		1,229,705

Brokerage commissions paid by a Fund may vary substantially from year to year as a result of changing asset levels throughout the year, portfolio turnover rates, differences in shareholder purchase and redemption activity, varying market conditions and other factors.

During the fiscal year ended October 31, 2023, certain of the Funds acquired securities of certain regular brokers or dealers (as such term is defined under Rule 10b-1 of the 1940 Act) or their parents. These entities and the value of a Fund’s aggregate holdings in the securities of those entities, as of October 31, 2023, are set forth below:

REGULAR BROKER OR DEALER BASED ON BROKERAGE COMMISSIONS PAID


Fund	Broker	Holdings (US$)
Emerging Markets Equity Fund	BANCO BTG PACTUAL SA-UNIT	13,107,544

Emerging Markets Equity Index Fund	BANCO BTG PACTUAL SA-UNIT	5,466,467
	BANCO SANTANDER CHILE	2,123,475

Equity Index Fund	JPMORGAN CHASE & CO	355,710,196
	BANK OF AMERICA CORP	161,809,307
	WELLS FARGO & CO	129,031,299
	GOLDMAN SACHS GROUP INC	86,372,794
	MORGAN STANLEY	74,939,599
	SCHWAB (CHARLES) CORP	68,876,813
	CITIGROUP INC	67,926,236
	STATE STREET CORP	17,835,747
	RAYMOND JAMES FINANCIAL INC	15,886,465
	FIFTH THIRD BANCORP	13,919,619
	STIFEL FINANCIAL CORP	5,571,579
	JEFFERIES FINANCIAL GROUP INC	5,284,439
	LAZARD LTD-CL A	2,088,082
	PIPER SANDLER COS	1,821,826

Growth & Income Fund	WELLS FARGO & CO	84,648,417

International Equity Fund	SUMITOMO MITSUI FINANCIAL GR	165,971,090
	BNP PARIBAS	42,506,214

International Equity Index Fund	HSBC HOLDINGS PLC	197,403,341
	UBS GROUP AG-REG	107,287,159
	BNP PARIBAS	84,148,775
	SUMITOMO MITSUI FINANCIAL GR	84,759,116
	BANCO SANTANDER SA	82,322,111
	MACQUARIE GROUP LTD	51,852,155
	DEUTSCHE BANK AG-REGISTERED	29,539,915
	SKANDINAVISKA ENSKILDA BAN-A	24,098,944
	SOCIETE GENERALE SA	22,954,061
	CREDIT AGRICOLE SA	19,950,113
	JULIUS BAER GROUP LTD	16,557,301
	NOMURA HOLDINGS INC	15,975,455

International Opportunities Fund	BANK OF MONTREAL	31,587,224

Large-Cap Value Fund	JPMORGAN CHASE & CO	156,598,664
	WELLS FARGO & CO	94,039,386
	BANK OF AMERICA CORP	81,627,265
	GOLDMAN SACHS GROUP INC	60,632,131
	SCHWAB (CHARLES) CORP	42,782,656

TIAA-CREF Funds ■ Statement of Additional Information 119


Fund	Broker	Holdings (US$)
Large-Cap Value Index Fund	JPMORGAN CHASE & CO	177,004,746
	BANK OF AMERICA CORP	80,756,781
	WELLS FARGO & CO	64,359,831
	GOLDMAN SACHS GROUP INC	43,122,943
	MORGAN STANLEY	37,464,063
	CITIGROUP INC	33,959,386
	SCHWAB (CHARLES) CORP	33,839,530
	STATE STREET CORP	9,061,191
	RAYMOND JAMES FINANCIAL INC	7,957,119
	FIFTH THIRD BANCORP	6,956,585
	JEFFERIES FINANCIAL GROUP INC	2,862,057
	STIFEL FINANCIAL CORP	2,482,350
	LAZARD LTD-CL A	1,313,021

Mid-Cap Growth Fund	JEFFERIES FINANCIAL GROUP INC	7,367,096

Quant Small/Mid-Cap Equity Fund	JEFFERIES FINANCIAL GROUP INC	3,987,102
	LAZARD LTD-CL A	1,549,566

Small-Cap Blend Index Fund	PIPER SANDLER COS	3,259,764

Social Choice Equity Fund	GOLDMAN SACHS GROUP INC	38,883,940
	MORGAN STANLEY	34,257,405
	JPMORGAN CHASE & CO	33,440,454
	CITIGROUP INC	32,788,389
	STATE STREET CORP	7,988,268

Social Choice International Equity Fund	HSBC HOLDINGS PLC	17,423,152
	UBS GROUP AG-REG	11,083,571
	SOCIETE GENERALE SA	5,367,765
	MACQUARIE GROUP LTD	4,755,266
	NOMURA HOLDINGS INC	4,194,114

Social Choice Low Carbon Equity Fund	JPMORGAN CHASE & CO	16,168,506
	GOLDMAN SACHS GROUP INC	7,185,841
	MORGAN STANLEY	6,492,565
	CITIGROUP INC	6,329,813
	STATE STREET CORP	1,241,025

S&P 500 Index Fund	JPMORGAN CHASE & CO	89,569,658
	BANK OF AMERICA CORP	40,558,911
	WELLS FARGO & CO	32,236,051
	GOLDMAN SACHS GROUP INC	22,446,798
	MORGAN STANLEY	20,029,596
	SCHWAB (CHARLES) CORP	17,126,624
	CITIGROUP INC	16,862,585
	STATE STREET CORP	4,555,122
	RAYMOND JAMES FINANCIAL INC	3,891,184
	FIFTH THIRD BANCORP	3,627,772

REGULAR BROKER OR DEALER BASED ON ENTITIES ACTING AS PRINCIPALS


Fund	Broker	Holdings (US$)
Equity Index Fund	GOLDMAN SACHS GROUP INC	86,372,794

International Equity Index Fund	UBS GROUP AG-REG	107,287,159

Large-Cap Value Index Fund	GOLDMAN SACHS GROUP INC	43,122,943

Mid-Cap Growth Fund	JEFFERIES FINANCIAL GROUP INC	7,367,096

Social Choice International Equity Fund	UBS GROUP AG-REG	11,083,571

S&P 500 Index Fund	GOLDMAN SACHS GROUP INC	22,446,798

Directed brokerage

In accordance with the 1940 Act, the Funds have adopted a policy prohibiting the Funds from compensating brokers or dealers for the sale or promotion of Fund shares by the direction of portfolio securities transactions for the Funds to such brokers or dealers. In addition, Advisors has instituted policies and procedures so that Advisors’ personnel do not violate this policy of the Funds.

120 Statement of Additional Information ■ TIAA-CREF Funds

Legal matters

All matters of applicable state law pertaining to the Funds have been passed upon by Rachael M. Zufall, Managing Director, Associate General Counsel, of the Trust (and TIAA and CREF). Dechert LLP serves as legal counsel to the Funds and has provided advice to the Funds related to certain matters under the federal securities laws.

Experts

The financial statements incorporated in this SAI by reference to the Annual Reports to shareholders for the fiscal year ended October 31, 2023 (for the Equity, Emerging Markets Debt and International Bond Funds) and March 31, 2023 (for the Fixed-Income and Real Estate Securities Funds, other than the Emerging Markets Debt and International Bond Funds, which have a different fiscal year end) have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

Financial statements

The audited financial statements of the Funds are incorporated herein by reference to the Trust’s Annual Reports on Form N-CSR for the fiscal year ended October 31, 2023 for the Equity, Emerging Markets Debt and International Bond Funds and the fiscal year ended March 31, 2023 for the Fixed-Income and Real Estate Securities Funds (other than the Emerging Markets Debt and International Bond Funds, which have a different fiscal year end). These financial statements have been filed with the SEC and the reports have been provided to all shareholders. The Funds will furnish you, without charge, a copy of the Annual Reports on request.

TIAA-CREF Funds ■ Statement of Additional Information 121

Appendix A
Nuveen proxy voting policies

Nuveen proxy voting guidelines

Applicability

These Guidelines apply to employees of Nuveen acting on behalf of Nuveen Asset Management, LLC (“NAM”), Teachers Advisors, LLC (“TAL”) and TIAA-CREF Investment Management, LLC (“TCIM”) (each an “Adviser” and collectively referred to as the “Advisers”)

I. Introduction

Our voting practices are guided by our fiduciary obligations to our clients.

These Guidelines set forth the manner in which the Advisers intend to vote on proxy matters involving publicly traded portfolio companies held in client portfolios, and serve to assist clients, portfolio companies and other interested parties in understanding how the Advisers intend to vote on proxy-related issues.

We vote proxies in accordance with what we believe is in the best interest of our clients. In making those decisions, we are principally guided by enhancing long-term shareholder value, and may take into account many factors, including input from our investment teams and third-party research.

As indicated in these Guidelines, we monitor portfolio companies’ environmental, social and governance (ESG) practices in an effort to ensure that boards consider these factors in the context of their strategic deliberations consistent with the aim of preserving and enhancing long-term shareholder value. It is our belief that a one-size-fits-all approach to proxy voting is not appropriate and we may vote differently on the same proposal given the portfolio company’s individual circumstances. The Guidelines are not exhaustive and do not necessarily dictate how the Advisers will ultimately vote with respect to any proposal or resolution.

The Guidelines are implemented by Nuveen’s Stewardship Group and applied in consideration of the facts and circumstances of the particular resolution. The Stewardship Group relies on its professional judgment, informed by proprietary research and reports provided by various third-party research providers. The portfolio managers of the Advisers maintain the ultimate decision-making authority with respect to how proxies will be voted and may determine to vote contrary to the Guidelines if such portfolio manager determines it is in the best interest of the respective Adviser’s clients to do so. The rationale for votes submitted contrary to the Guidelines will be documented and maintained.

II. Accountability and transparency

Board of directors

Elect directors

General Policy: We generally vote in favor of the board’s nominees but will consider withholding or voting against some or all directors in the following circumstances:

· When we conclude that the actions of directors are unlawful, unethical, negligent, or do not meet fiduciary standards of care and loyalty, or are otherwise not in the best interest of shareholders. Such actions would include:

· Egregious compensation practices

· Lack of responsiveness to a failed vote

· Unequal treatment of shareholders

· Adoption of inappropriate antitakeover devices

· When a director has consistently failed to attend board and committee meetings without an appropriate rationale being provided

· Independence

· When board independence is not in line with local market regulations or best practices

· When a member of executive management sits on a key board committee that should be composed of only independent directors

· When directors have failed to disclose, resolve or eliminate conflicts of interest that affect their decisions

· Board refreshment

· When there is insufficient diversity on the board and the company has not demonstrated its commitment to making the board more diverse

122 Statement of Additional Information ■ TIAA-CREF Funds

· When we determine that director tenure is excessive and there has been no recent board refreshment

Contested elections

General Policy: We will support the candidates we believe will represent the best interests of shareholders.

Majority vote for the election of directors

General Policy: We generally support shareholder resolutions asking that companies amend their governance documents to provide for director election by majority vote.

Establish specific board committees

General Policy: We generally vote against shareholder resolutions asking the company to establish specific board committees unless we believe specific circumstances dictate otherwise.

Annual election of directors

General Policy: We generally support shareholder resolutions asking that each member of the board of a publicly traded operating company stand for re-election annually.

Cumulative voting

General Policy: We generally do not support proposals asking that shareholders be allowed to cumulate votes in director elections, as this practice may encourage the election of special interest directors.

Separation of Chairman and Chief Executive Officer

General Policy: We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.

Shareholder rights

Proxy access

General Policy: We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns.

Ratification of auditor

General Policy: We will generally support the board’s choice of auditor and believe that the auditor should be elected annually. However, we will consider voting against the ratification of an audit firm where non-audit fees are excessive, where the firm has been involved in conflict of interest or fraudulent activities in connection with the company’s audit, where there has been a material restatement of financials or where the auditor’s independence is questionable.

Supermajority vote requirements

General Policy: We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements.

Dual-class common stock and unequal voting rights

General Policy: We will generally support shareholder resolutions asking for the elimination of dual classes of common stock or other forms of equity with unequal voting rights or special privileges.

Right to call a special meeting

General Policy: We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.

Right to act by written consent

General Policy: We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent.

TIAA-CREF Funds ■ Statement of Additional Information 123

Antitakeover devices (poison pills)

General Policy: We will consider on a case-by-case basis proposals relating to the adoption or rescission of antitakeover devices with attention to the following criteria:

· Whether the company has demonstrated a need for antitakeover protection

· Whether the provisions of the device are in line with generally accepted governance principles

· Whether the company has submitted the device for shareholder approval

· Whether the proposal arises in the context of a takeover bid or contest for control

We will generally support shareholder resolutions asking to rescind or put to a shareholder vote antitakeover devices that were adopted without shareholder approval.

Reincorporation

General Policy: We will evaluate on a case-by-case basis proposals for reincorporation taking into account the intention of the proposal and the established laws of the new domicile and jurisprudence of the target domicile. We will not support the proposal if we believe the intention is to take advantage of laws or judicial interpretations that provide antitakeover protection or otherwise reduce shareholder rights.

Corporate political influence

General Policies:

· We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures.

· We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities.

· We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the long-term health of the corporation.

· We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.

Closed-end funds

We recognize that many exchange-listed closed-end funds (“CEFs”) have adopted particular corporate governance practices that deviate from certain policies set forth in the Guidelines. We believe that the distinctive structure of CEFs can provide important benefits to investors, but leaves CEFs uniquely vulnerable to opportunistic traders seeking short-term gains at the expense of long-term shareholders. Thus, to protect the interests of their long-term shareholders, many CEFs have adopted measures to defend against attacks from short-term-oriented activist investors. As such, in light of the unique nature of CEFs and their differences in corporate governance practices from operating companies, we will consider on a case-by-case basis proposals involving the adoption of defensive measures by CEFs. This is consistent with our approach to proxy voting that recognizes the importance of case-by-case analysis to ensure alignment with investment team views, and voting in accordance with the best interest of our shareholders.

Compensation issues

Advisory votes on executive compensation (say on pay)

General Policy: We will consider on a case-by-case basis the advisory vote on executive compensation (say on pay). We expect well-designed plans that clearly demonstrate the alignment between pay and performance, and we encourage companies to be responsive to low levels of support by engaging with shareholders. We also prefer that companies offer an annual non-binding vote on executive compensation. In absence of an annual vote, companies should clearly articulate the rationale behind offering the vote less frequently.

We generally note the following red flags when evaluating executive compensation plans:

· Undisclosed or Inadequate Performance Metrics: We believe that performance goals for compensation plans should be disclosed meaningfully. Performance hurdles should not be too easily attainable. Disclosure of these metrics should enable shareholders to assess whether the plan will drive long-term value creation.

· Excessive Equity Grants: We will examine a company’s past grants to determine the rate at which shares are being issued. We will also seek to ensure that equity is being offered to more than just the top executives at the company. A pattern of excessive grants can indicate failure by the board to properly monitor executive compensation and its costs.

· Lack of Minimum Vesting Requirements: We believe that companies should establish minimum vesting guidelines for senior executives who receive stock grants. Vesting requirements help influence executives to focus on maximizing the company’s long-term performance rather than managing for short-term gain.

124 Statement of Additional Information ■ TIAA-CREF Funds

· Misalignment of Interests: We support equity ownership requirements for senior executives and directors to align their interests with those of shareholders.

· Special Award Grants: We will generally not support mega-grants. A company’s history of such excessive grant practices may prompt us to vote against the stock plans and the directors who approve them. Mega-grants include equity grants that are excessive in relation to other forms of compensation or to the compensation of other employees and grants that transfer disproportionate value to senior executives without relation to their performance. We also expect companies to provide a rationale for any other one-time awards such as a guaranteed bonus or a retention award.

· Excess Discretion: We will generally not support plans where significant terms of awards—such as coverage, option price, or type of awards—are unspecified, or where the board has too much discretion to override minimum vesting or performance requirements.

· Lack of Clawback Policy: We believe companies should establish clawback policies that permit recoupment from any senior executive who received compensation as a result of defective financial reporting, or whose behavior caused financial harm to shareholders or reputational risk to the company.

Equity-based compensation plans

General Policy: We will review equity-based compensation plans on a case-by-case basis, giving closer scrutiny to companies where plans include features that are not performance-based or where potential dilution or burn rate total is excessive. As a practical matter, we recognize that more dilutive broad-based plans may be appropriate for human-capital intensive industries and for small- or mid-capitalization firms and start-up companies.

We generally note the following red flags when evaluating equity incentive plans:

· Evergreen Features: We will generally not support option plans that contain evergreen features, which reserve a specified percentage of outstanding shares for award each year and lack a termination date.

· Reload Options: We will generally not support reload options that are automatically replaced at market price following exercise of initial grants.

· Repricing Options: We will generally not support plans that authorize repricing. However, we will consider on a case-by-case basis management proposals seeking shareholder approval to reprice options. We are likely to vote in favor of repricing in cases where the company excludes named executive officers and board members and ties the repricing to a significant reduction in the number of options.

· Undisclosed or Inappropriate Option Pricing: We will generally not support plans that fail to specify exercise prices or that establish exercise prices below fair market value on the date of grant.

Golden parachutes

General Policy: We will vote on a case-by-case basis on golden parachute proposals, taking into account the structure of the agreement and the circumstances of the situation. However, we would prefer to see a double trigger on all change-of-control agreements and no excise tax gross-up.

Shareholder resolutions on executive compensation

General Policy: We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.

III. Guidelines for ESG shareholder resolutions

We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk and advance long-term shareholder value.

Environmental issues

Global climate change

General Policy: We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.

Use of natural resources

General Policy: We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s use of natural resources, the impact on its business of declining resources and its plans to improve the efficiency of its use of natural resources.

TIAA-CREF Funds ■ Statement of Additional Information 125

Impact on ecosystems

General Policy: We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities.

Animal welfare

General Policy: We will generally support reasonable shareholder resolutions asking for reports on the company’s impact on animal welfare.

Issues related to customers

Product responsibility

General Policy: We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves.

Predatory lending

General Policy: We will generally support reasonable shareholder resolutions asking companies for disclosure about the impact of lending activities on borrowers and about policies designed to prevent predatory lending practices.

Issues related to employees and suppliers

Diversity and nondiscrimination

General Policies:

· We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s nondiscrimination policies and practices, or seeking to implement such policies, including equal employment opportunity standards.

· We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices.

Global labor standards

General Policy: We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards.

Issues related to communities

Corporate response to global health risks

General Policy: We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth.

Global human rights codes of conduct

General Policy: We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance.

Disclosures

Nuveen Asset Management, LLC, Teachers Advisors, LLC, and TIAA-CREF Investment Management, LLC are SEC registered investment advisers and subsidiaries of Nuveen, LLC

Nuveen proxy voting policy

Applicability

This Policy applies to employees of Nuveen acting on behalf of Nuveen Asset Management, LLC, (“NAM”), Teachers Advisors, LLC, (“TAL”) and TIAA-CREF Investment Management, LLC (“TCIM”), (each an “Adviser” and, collectively, referred to as the “Advisers”)

126 Statement of Additional Information ■ TIAA-CREF Funds

Policy purpose and statement

Proxy voting is the primary means by which shareholders may influence a publicly traded company’s governance and operations and thus create the potential for value and positive long-term investment performance. When an SEC registered investment adviser has proxy voting authority, the adviser has a fiduciary duty to vote proxies in the best interests of its clients and must not subrogate its clients’ interests to its own. In their capacity as fiduciaries and investment advisers, Nuveen Asset Management, LLC (“NAM”), Teachers Advisors, LLC (“TAL”) and TIAA-CREF Investment Management, LLC (“TCIM”) (each an “Adviser” and collectively, the “Advisers”) vote proxies for the Portfolio Companies held by their respective clients, including investment companies and other pooled investment vehicles, institutional and retail separate accounts, and other clients as applicable. The Advisers have adopted this Policy, the Nuveen Proxy Voting Guidelines, and the Nuveen Proxy Voting Conflicts of Interest Policy for voting the proxies of the Portfolio Companies they manage. The Advisers leverage the expertise and services of an internal group referred to as Nuveen’s Stewardship Group to administer the Advisers’ proxy voting. The Stewardship Group adheres to the Advisers’ Proxy Voting Guidelines which are reasonably designed to ensure that the Advisers vote client securities in the best interests of the Advisers’ clients.

Policy statement

Proxy voting is a key component of a Portfolio Company’s corporate governance program and is the primary method for exercising shareholder rights and influencing the Portfolio Company’s behavior. Nuveen makes informed voting decisions in compliance with Rule 206(4)-6 (the “Rule”) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and applicable laws and regulations (e.g., the Employee Retirement Income Security Act of 1974, “ERISA”).

Enforcement

As provided in the TIAA Code of Business Conduct, all employees are expected to comply with applicable laws and regulations, as well as the relevant policies, procedures and compliance manuals that apply to Nuveen’s business activities. Violation of this Policy may result in disciplinary action up to and including termination of employment.

Terms and definitions

Advisory Personnel includes the Advisers’ portfolio managers and research analysts.

Proxy Voting Guidelines (the “Guidelines”) are a set of pre-determined principles setting forth the manner in which the Advisers intend to vote on specific voting categories, and serve to assist clients, Portfolio Companies, and other interested parties in understanding how the Advisers intend to vote on proxy-related matters. The Guidelines are not exhaustive and do not necessarily dictate how the Advisers will ultimately vote with respect to any proposal or resolution. While the Guidelines are developed, maintained, and implemented by the Stewardship Group, and reviewed by the Nuveen Proxy Voting Committee, the portfolio managers of the Advisers maintain the ultimate decision-making authority with respect to how proxies will be voted.

Portfolio Company includes any publicly traded company held in an account that is managed by an Adviser.

Policy requirements

Investment advisers, in accordance with the Rule, are required to (i) adopt and implement written policies and procedures that are reasonably designed to ensure that proxies are voted in the best interest of clients, and address resolution of material conflicts that may arise, (ii) describe their proxy voting procedures to their clients and provide copies on request, and (iii) disclose to clients how they may obtain information on how the Advisers voted their proxies.

The Nuveen Proxy Voting Committee (the “Committee”), the Advisers, the Stewardship Group and Nuveen Compliance are subject to the respective requirements outlined below under “Roles and Responsibilities.”

Although it is the general policy to vote all applicable proxies received in a timely fashion with respect to securities selected by an Adviser for current clients, the Adviser may refrain from voting in certain circumstances where such voting would be disadvantageous, materially burdensome or impractical, or otherwise inconsistent with the overall best interest of clients.

Roles and responsibilities

Nuveen Proxy Voting Committee

The purpose of the Committee is to establish a governance framework to oversee the proxy voting activities of the Advisers in accordance with the Policy. The Committee’s voting members will be comprised from Research, the Advisers, and Nuveen’s Stewardship Group. Non-voting members will be comprised from Nuveen Legal, Nuveen Compliance, Nuveen Advisory Product, and Nuveen Investment Risk. The Committee may invite others on a standing, routine and/or ad hoc basis to attend Committee meetings. The CCOs of CREF/TC Funds and the Nuveen Funds shall be standing, non-voting invitees. The Committee has delegated responsibility for the implementation and ongoing administration of the Policy to the Stewardship Group, subject to the Committee’s ultimate oversight and responsibility as outlined in the Committee’s Proxy Voting Charter.

TIAA-CREF Funds ■ Statement of Additional Information 127

Advisers

1. Advisory Personnel maintain the ultimate decision-making authority with respect to how proxies will be voted, unless otherwise instructed by a client, and may determine to vote contrary to the Guidelines and/or a vote recommendation of the Stewardship Group if such Advisory Personnel determines it is in the best interest of the Adviser’s clients to do so. The rationale for all such contrary vote determinations will be documented and maintained.

2. When voting proxies for different groups of client accounts, Advisory Personnel may vote proxies held by the respective client accounts differently depending on the facts and circumstances specific to such client accounts. The rationale for all such vote determinations will be documented and maintained.

3. Advisory Personnel must comply with the Nuveen Proxy Voting Conflicts of Interest Policy with respect to potential material conflicts of interest.

Nuveen Stewardship Group

1. Performs day-to-day administration of the Advisers’ proxy voting processes.

2. Seeks to vote proxies in adherence to the Guidelines, which have been constructed in a manner intended to align with the best interests of clients. In applying the Guidelines, the Stewardship Group, on behalf of the Advisers, takes into account several factors, including, but not limited to:

· Input from Advisory Personnel

· Third-party research

· Specific Portfolio Company context, including environmental, social and governance practices, and financial performance.

3. Assists in the development of securities lending recall protocols in cooperation with the Securities Lending Committee.

4. Performs Form N-PX filings in accordance with regulatory requirements.

5. Delivers copies of the Advisers’ Policy to clients and prospective clients upon request in a timely manner, as appropriate.

6. Assists with the disclosure of proxy votes as applicable on corporate websites and elsewhere as required by applicable regulations.

7. Prepares reports of proxies voted on behalf of the Advisers’ investment company clients to their Boards or committees thereof, as applicable.

8. Performs an annual vote reconciliation for review by the Committee.

9. Arranges the annual service provider due diligence, including a review of the service provider’s potential conflicts of interests, and presents the results to the Committee.

10. Facilitates quarterly Committee meetings, including agenda and meeting minute preparation.

11. Complies with the Nuveen Proxy Voting Conflicts of Interest Policy with respect to potential material conflicts of interest.

12. Creates and retains certain records in accordance with Nuveen’s Record Management program.

13. Oversees the proxy voting service provider with respect to its responsibilities, including making and retaining certain records as required under applicable regulation.

Nuveen Compliance

1. Seeks to ensure proper disclosure of the Advisers’ Policy to clients as required by regulation or otherwise.

2. Seeks to ensure proper disclosure to clients of how they may obtain information on how the Advisers voted their proxies.

3. Assists the Stewardship Group with arranging the annual service provider due diligence and presenting the results to the Committee.

4. Monitors for compliance with this Policy and retains records relating to its monitoring activities pursuant to Nuveen’s Records Management program.

Nuveen Legal

1. Provides legal guidance as requested.

Governance

Review and approval

This Policy will be reviewed at least annually and will be updated sooner if substantive changes are necessary. The Policy Owner, the Committee and the NEFI Compliance Committee are responsible for the review and approval of this Policy.

128 Statement of Additional Information ■ TIAA-CREF Funds

Implementation

Nuveen has established the Committee to provide centralized management and oversight of the proxy voting process administered by the Stewardship Group for the Advisers in accordance with its Proxy Voting Committee Charter and this Policy.

Exceptions

Any request for a proposed exception or variation to this Policy will be submitted to the Committee for approval and reported to the appropriate governance committee(s), where appropriate.

Nuveen proxy voting conflicts of interest policy and procedures

Applicability

This Policy applies to employees of Nuveen (“Nuveen”) acting on behalf of Nuveen Asset Management, LLC (“NAM”), Teachers Advisors, LLC (“TAL”) and TIAA-CREF Investment Management, LLC (“TCIM”) (each an “Adviser” and collectively referred to as the “Advisers”).

Policy purpose and statement

Proxy voting by investment advisers is subject to U.S. Securities and Exchange Commission (“SEC”) rules and regulations, and for accounts subject to ERISA, U.S. Department of Labor (“DOL”) requirements. These rules and regulations require policies and procedures reasonably designed to ensure proxies are voted in the best interest of clients and that such procedures set forth how the adviser addresses material conflicts that may arise between the Adviser’s interests and those of its clients. The purpose of this Proxy Voting Conflicts of Interest Policy and Procedures (“Policy”) is to describe how the Advisers monitor and address the risks associated with Material Conflicts of Interest arising out of business and personal relationships that could affect proxy voting decisions.

Nuveen’s Stewardship Group is responsible for providing vote recommendations, based on the Nuveen Proxy Voting Guidelines (the “Guidelines”), to the Advisers and for administering the voting of proxies on behalf of the Advisers. When determining how to vote proxies, the Stewardship Group adheres to the Guidelines, which are reasonably designed to ensure that the Advisers vote proxies in the best interests of the Advisers’ clients.

Advisers may face certain potential Material Conflicts of Interest when voting proxies. The procedures set forth below have been reasonably designed to identify, monitor, and address potential Material Conflicts of Interest to ensure that the Advisers’ voting decisions are based on the best interest of their clients and are not the product of a conflict.

Policy statement

The Advisers have a fiduciary duty to vote proxies in the best interests of their clients and must not subrogate the interests of their clients to their own.

Enforcement

Terms and definitions

Advisory Personnel includes the Advisers’ portfolio managers and research analysts.

Conflicts Watch List (“Watch List”) refers to a list maintained by the Stewardship Group based on the following:

1. The positions and relationships of the following categories of individuals are evaluated to assist in identifying a potential Material Conflict with a Portfolio Company:

i. The TIAA CEO,

ii. The Nuveen Executive Leadership Team and the Nuveen Senior Leadership Team,

iii. Stewardship Group members who provide proxy voting recommendations on behalf of the Advisers,

iv. Advisory Personnel, and

v. Household Members of the parties listed above in Nos. 1(i)–1(iv).

The following criteria constitute a potential Material Conflict:

· Any individual identified above in 1(i)–1(v) who serves on a Portfolio Company’s board of directors; and/or

· Any individual identified above in 1(v) who serves as a senior executive* of a Portfolio Company.

2. In addition, the following circumstances have been determined to constitute a potential Material Conflict:

TIAA-CREF Funds ■ Statement of Additional Information 129

i. Voting proxies for Funds sponsored by any Adviser and/or a Nuveen Affiliated Entity (i.e., registered investment funds and other funds that require proxy voting) held in client accounts,

ii. Voting proxies for Portfolio Companies that are direct advisory clients of the Advisers and/or the Nuveen Affiliated Entities,

iii. Voting proxies for Portfolio Companies that have a material distribution relationship* with regard to the products or strategies of the Advisers and/or the Nuveen Affiliated Entities,

iv. Voting proxies for Portfolio Companies that are institutional investment consultants with which the Advisers and/or the Nuveen Affiliated Entities have engaged for any material business opportunity^† and

v. Any other circumstance where the Stewardship Group, the Nuveen Proxy Voting Committee (the “Committee”), the Advisers, Nuveen Legal or Nuveen Compliance are aware of in which the Adviser’s duty to serve its clients’ interests could be materially compromised.

In addition, certain conflicts may arise when a Proxy Service Provider or its affiliate(s) have determined and/or disclosed that a relationship exists with i) a Portfolio Company ii) an entity acting as a primary shareholder proponent with respect to a Portfolio Company or iii) another party. Such relationships include, but are not limited to, the products and services provided to, and the revenue obtained from, such Portfolio Company or its affiliates. The Proxy Service Provider is required to disclose such relationships to the Advisers, and the Stewardship Group reviews and evaluates the Proxy Service Provider’s disclosed conflicts of interest and associated controls annually and reports its assessment to the Committee.

Household Member includes any of the following who reside or are expected to reside in your household for at least 90 days a year: i) spouse or Domestic Partner, ii) sibling, iii) child, stepchild, grandchild, parent, grandparent, stepparent, and in-laws (mother, father, son, daughter, brother, sister).

Domestic Partner is defined as an individual who is neither a relative of, or legally married to, a Nuveen employee but shares a residence and is in a mutual commitment similar to marriage with such Nuveen employee.

Material Conflicts of Interest (“Material Conflict”) A conflict of interest that reasonably could have the potential to influence a recommendation based on the criteria described in this Policy.

Nuveen Affiliated Entities refers to TIAA and entities that are under common control with the Advisers and that provide investment advisory services. TIAA and the Advisers will undertake reasonable efforts to identify and manage any potential TIAA-related conflicts of interest.

Portfolio Company refers to any publicly traded company held in an account that is managed by an Adviser or a Nuveen Affiliated Entity.

Proxy Service Provider(s) refers to any independent third-party vendor(s) who provides proxy voting administrative, research and/or recordkeeping services to Nuveen.

Proxy Voting Guidelines (the “Guidelines”) are a set of pre-determined principles setting forth the manner in which the Advisers generally intend to vote on specific voting categories and serve to assist clients, Portfolio Companies, and other interested parties in understanding how the Advisers generally intend to vote proxy-related matters. The Guidelines are not exhaustive and do not necessarily dictate how the Advisers will ultimately vote with respect to any proposal or resolution.

Proxy Voting Conflicts of Interest Escalation Form (“Escalation Form”) Used in limited circumstances as described below to formally document certain requests to deviate from the Guidelines, the rationale supporting the request, and the ultimate resolution.

____

* Senior executives are defined as “C-suite” positions such as CEO, CFO, COO, CAO, CMO, CIO, CTO, etc.

^† Such criteria are defined in a separate standard operating procedure.

Policy requirements

The Advisers have a fiduciary duty to vote proxies in the best interests of their clients and must not subrogate the interests of their clients to their own.

The Stewardship Group and Advisory Personnel are prohibited from being influenced in their proxy voting decisions by any individual outside the established proxy voting process. The Stewardship Group and Advisory Personnel are required to report to Nuveen Compliance any individuals or parties seeking to influence proxy votes outside the established proxy voting process.

The Stewardship Group generally seeks to vote proxies in adherence to the Guidelines. In the event that a potential Material Conflict has been identified, the Committee, the Stewardship Group, Advisory Personnel and Nuveen Compliance are required to comply with the following:

Proxies are generally voted in accordance with the Guidelines. In instances where a proxy is issued by a Portfolio Company on the Watch List, and the Stewardship Group’s vote direction is in support of company management and either contrary to the Guidelines or the Guidelines require a case-by-case review, then the Stewardship Group vote recommendation is evaluated using established criteria^‡ to determine whether a potential conflict exists. In instances where it is determined a potential

130 Statement of Additional Information ■ TIAA-CREF Funds

conflict exists, the vote direction shall default to the recommendation of an independent third-party Proxy Service Provider based on such provider’s benchmark policy. To the extent the Stewardship Group believes there is a justification to vote contrary to the Proxy Service Provider’s benchmark recommendation in such an instance, then such requests are evaluated and mitigated pursuant to an Escalation Form review process as described in the Roles and Responsibilities section below. In all cases votes are intended to be in line with the Guidelines and in the best interests of clients.

The Advisers are required to adhere to the baseline standards and guiding principles governing client and personnel conflicts as outlined in the TIAA Conflicts of Interest Policy to assist in identifying, escalating and addressing proxy voting conflicts in a timely manner.

____

^‡ Such criteria are defined in a separate standard operating procedure.

Roles and responsibilities

Nuveen Proxy Voting Committee

1. Annually, review and approve the criteria constituting a Material Conflict involving the individuals and entities named on the Watch List.

2. Review and approve the Policy annually, or more frequently as required.

3. Review Escalation Forms as described above to determine whether the rationale of the recommendation is clearly articulated and reasonable relative to the potential Material Conflict.

4. Review Stewardship Group Material Conflicts reporting.

5. Review and consider any other matters involving the Advisers’ proxy voting activities that are brought to the Committee.

Nuveen Stewardship Group

1. Promptly disclose Stewardship Group members’ Material Conflicts to Nuveen Compliance.

2. Stewardship Group members must recuse themselves from all decisions related to proxy voting for the Portfolio Company seeking the proxy for which they personally have disclosed, or are required to disclose, a Material Conflict.

3. Compile, administer and update the Watch List promptly based on the Watch List criteria described herein as necessary.

4. Evaluate vote recommendations for Portfolio Companies on the Watch List, based on established criteria to determine whether a vote shall default to the third-party Proxy Service Provider, or whether an Escalation Form is required.

5. In instances where an Escalation Form is required as described above, the Stewardship Group member responsible for the recommendation completes and submits the form to a Stewardship Group manager and the Committee. The Stewardship Group will specify a response due date from the Committee typically no earlier than two business days from when the request was delivered. While the Stewardship Group will make reasonable efforts to provide a two-business-day notification period, in certain instances the required response date may be shortened. The Committee reviews the Escalation Form to determine whether a Material Conflict exists and whether the rationale of the recommendation is clearly articulated and reasonable relative to the existing conflict. The Committee will then provide its response in writing to the Stewardship Group member who submitted the Escalation Form.

6. Provide Nuveen Compliance with established reporting.

7. Prepare Material Conflicts reporting to the Committee and other parties, as applicable.

8. Retain Escalation Forms and responses thereto and all other relevant documentation in conformance with Nuveen’s Record Management program.

Advisory Personnel

1. Promptly disclose Material Conflicts to Nuveen Compliance.

2. Provide input and/or vote recommendations to the Stewardship Group upon request. Advisory Personnel are prohibited from providing the Stewardship Group with input and/or recommendations for any Portfolio Company for which they have disclosed, or are required to disclose, a Material Conflict.

3. From time to time as part of the Adviser’s normal course of business, Advisory Personnel may initiate an action to override the Guidelines for a particular proposal. For a proxy vote issued by a Portfolio Company on the Watch List, if Advisory Personnel request a vote against the Guidelines and in favor of Portfolio Company management, then the request will be evaluated by the Stewardship Group in accordance with their established criteria and processes described above. To the extent an Escalation Form is required, the Committee reviews the Escalation Form to determine whether the rationale of the recommendation is clearly articulated and reasonable relative to the potential Material Conflict.

Nuveen Compliance

1. Determine criteria constituting a Material Conflict involving the individuals and entities named on the Watch List.

TIAA-CREF Funds ■ Statement of Additional Information 131

2. Determine parties responsible for collection of, and providing identified Material Conflicts to, the Stewardship Group for inclusion on the Watch List.

3. Perform periodic reviews of votes where Material Conflicts have been identified to determine whether the votes were cast in accordance with this Policy.

4. Develop and maintain, in consultation with the Stewardship Group, standard operating procedures to support the Policy.

5. Perform periodic monitoring to determine adherence to the Policy.

6. Administer training to the Advisers and the Stewardship Group, as applicable, to ensure applicable personnel understand Material Conflicts and disclosure responsibilities.

7. Assist the Committee with the annual review of this Policy.

Nuveen Legal

1. Provide legal guidance as requested.

Governance

Review and approval

This Policy will be reviewed at least annually and will be updated sooner if changes are necessary. The Policy Owner, the Committee and the NEFI Compliance Committee are responsible for the review and approval of this Policy.

Implementation

Exceptions

Any request for a proposed exception or variation to this Policy will be submitted to the Committee for approval and reported to the appropriate governance committee(s), where appropriate.

132 Statement of Additional Information ■ TIAA-CREF Funds

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		A12488 (3/24)

OTHER INFORMATION

Item 28. Exhibits

(a)

(1)

Declaration of Trust, dated as of April 15, 1999. ^1/

(2)

Amendment dated May 22, 2002 to the Declaration of Trust dated April 15, 1999. ^4/

(3)

Declaration of Trust, dated as of April 15, 1999, as amended April 21, 2004 to add the TIAA-CREF Lifecycle Funds (the “Lifecycle Funds”). ^5/

(4)

Form of Amendment dated December 7, 2005 to the Declaration of Trust dated April 15, 1999. ^8/

(5)

Form of Amendment dated February 14, 2006 to the Declaration of Trust dated April 15, 1999. ^8/

(6)

Amendment dated August 7, 2006 to the Declaration of Trust. ^9/

(7)

Amendment dated October 2, 2006 to the Declaration of Trust. ^9/

(8)

Amendment dated July 17, 2007 to the Declaration of Trust. ^11/

(9)

Amendment dated August 29, 2008 to the Declaration of Trust. ^13/

(10)

Amendment dated February 10, 2009 to the Declaration of Trust. ^14/

(11)

Amendment dated May 12, 2009 to the Declaration of Trust. ^14/

(12)

Amendment dated May 18, 2010 to the Declaration of Trust. ^16/

(13)

Form of Amendment dated December 7, 2010 to the Declaration of Trust. ^18/

(14)

Amendment dated May 17, 2011 to the Declaration of Trust. ^20/

(15)

Amendment dated September 13, 2011 to the Declaration of Trust. ^21/

(16)

Amendment dated May 15, 2012 to the Declaration of Trust. ^24/

(17)

Amendment dated December 4, 2012 to the Declaration of Trust. ^26/

(18)

Amendment dated December 3, 2013 to the Declaration of Trust. ^29/

(19)

Amendment dated May 13, 2014 to the Declaration of Trust. ^30/

(20)

Amendment dated May 12, 2015 to the Declaration of Trust. ^32/

(21)

Amendment dated July 14, 2015 to the Declaration of Trust. ^34/

(22)

Amendment dated as of February 9, 2016 to the Declaration of Trust. ^36/

(23)

Amendment dated April 12, 2016 to the Declaration of Trust. ^36/

(24)

Amendment dated September 13, 2016 to the Declaration of Trust. ^38/

(25)

Amendment dated May 8, 2018 to the Declaration of Trust. ^43/

(26)

Amendment dated July 17, 2018 to the Declaration of Trust. ^45/

(27)

Amendment dated December 3, 2019 to the Declaration of Trust. ^51/

(28)

Amendment dated May 14, 2020 to the Declaration of Trust. ^52/

(29)

Amendment dated January 18, 2024 to the Declaration of Trust. ^*

(b)	Registrant has adopted no bylaws.

(c)	The relevant portions of Registrant’s Declaration of Trust are incorporated herein by reference to Exhibit (a) above.

(d)

(1)

Form of Class W Management Fee Waiver/Reimbursement Agreement for Certain TIAA-CREF Funds dated as of August 1, 2018. ^44/

(2)

Form of Amended and Restated Investment Management Agreement by and between Registrant and Teachers Advisors, LLC (“Advisors”) dated as of October 1, 2018. ^46/

(3)

Form of Operating Expense Reimbursement Agreement for Certain Series of the TIAA-CREF Funds by and between Registrant and Advisors dated as of October 1, 2018. ^46/

(4)

Form of Amendment to the Amended and Restated Investment Management Agreement by and between Registrant and Advisors dated as of November 16, 2018. ^47/

(5)

Form of Amendment to the Amended and Restated Investment Management Agreement by and between Registrant and Advisors dated as of March 1, 2019. ^48/

(6)

Form of Amendment to the Amended and Restated Investment Management Agreement by and between Registrant and Advisors dated March 1, 2020. ^51/

(7)

Form of Amendment to the Amended and Restated Investment Management Agreement by and between Registrant and Advisors dated September 30, 2020. ^54/

(8)

Form of Amendment to the Class W Management Fee Waiver/Reimbursement Agreement for Certain TIAA-CREF Funds dated as of September 30, 2020. ^54/

(9)

Form of Amendment to the Operating Expense Reimbursement Agreement for Certain Series of the TIAA-CREF Funds for and between Registrant and Advisors dated as of September 30, 2020. ^54/

(10)

Form of Amendment to the Amended and Restated Investment Management Agreement by and between Registrant and Advisors dated as of August 1, 2021. ^56/

(11)

Amendment to the Amended and Restated Investment Management Agreement by and between Registrant and Advisors dated as of August 1, 2022. ^59/

(12)

Fee Waiver Agreement by and between Registrant and Advisors for the TIAA-CREF Lifecycle Funds and TIAA-CREF Lifecycle Index Funds dated as of October 1, 2023.^63/

(13)

Amended and Restated Expense Reimbursement Agreement by and between Registrant and Advisors dated as of March 1, 2024. ^*

(e)

(1)

Distribution Agreement by and between Registrant and Teachers Personal Investors Services, Inc. (“TPIS”), dated as of June 1, 1999. ^2/

(2)

Selling Agreement by and between TPIS and TIAA-CREF Individual & Institutional Services, LLC (“Services”), dated as of June 1, 1999. ^3/

(3)

Amendment to Distribution Agreement by and between Registrant and TPIS, dated as of September 3, 2002. ^4/

(4)

Amendment to Distribution Agreement by and between Registrant and TPIS, dated as of October 1, 2004, for the Lifecycle Funds. ^5/

(5)

Amendment to Distribution Agreement by and between Registrant and TPIS, dated as of October 19, 2004. ^6/

(6)

Form of Amendment to Distribution Agreement for the Registrant dated as of January 1, 2013. ^27/

(7)

Form of Amendment to Distribution Agreement between Registrant and TPIS dated as of July 31, 2015. ^33/

(8)

Form of Amendment to Distribution Agreement between Registrant and TPIS dated as of May 1, 2016. ^37/

(f)

(1)

TIAA-CREF Non-Employee Trustee and Member Long-Term Compensation Plan as amended and restated January 1, 2008. ^12/

(2)

TIAA-CREF Non-Employee Trustee and Member Deferred Compensation Plan as amended and restated January 1, 2008. ^12/

(g)

(1)

Master Custodian Agreement by and between Registrant and State Street Bank and Trust Company (“State Street”), dated November 20, 2007. ^11/

(2)

Form of Custodial Undertaking in Connection with Master Repurchase Agreement among Advisors, on behalf of Registrant, Goldman, Sachs & Co. and The Bank of New York Mellon, dated March 8, 2010. ^16/

(h)

(1)

Form of Retirement Class Service Agreement by and between Registrant and Advisors dated as of February 1, 2006. ^7/

(2)

Form of Amendment dated March 31, 2006 to the Retirement Class Service Agreement by and between Registrant and Advisors with respect to Funds that offer Retirement Class Shares dated as of February 1, 2006. ^8/

(3)

Form of Transfer Agency Agreement by and between Registrant and BFDS, dated September 1, 2004. ^10/

(4)

Form of Amendment dated November 30, 2007 to the Retirement Class Service Agreement by and between Registrant and Advisors with respect to Funds that offer Retirement Class Shares dated as of February 1, 2006. ^11/

(5)

Investment Accounting Agreement by and between Registrant and State Street dated November 20, 2007. ^11/

(6)

Form of Amendment dated September 10, 2009 to the Retirement Class Service Agreement by and between Registrant and Advisors with respect to Funds that offer Retirement Class Shares dated as of February 1, 2006. ^15/

(7)

Form of Amendment dated September 1, 2009 to the Transfer Agency Agreement between the Registrant and BFDS dated September 1, 2004. ^15/

(8)

Form of Amendment dated August 1, 2010 to the Retirement Class Service Agreement by and between Registrant and Advisors with respect to Funds that offer Retirement Class Shares dated as of February 1, 2006. ^17/

(9)

Form of Amendment dated April 1, 2011 to the Retirement Service Agreement by and between Registrant and Advisors. ^19/

(10)

Form of Amendment dated August 31, 2010 to Transfer Agency and Service Agreement between Registrant and BFDS. ^19/

(11)

Form of Amendment dated June 29, 2011 to Transfer Agency and Service Agreement between Registrant and BFDS. ^20/

(12)

Form of Amendment to Retirement Service Agreement dated September 20, 2011 between Registrant and Advisors. ^22/

(13)

Administrative Services Agreement between Registrant and Advisors dated as of January 2, 2012. ^23/

(14)

Amendment to the Retirement Service Agreement between Registrant and Advisors dated as of December 6, 2011. ^23/

(15)

Form of Amendment to Retirement Service Agreement dated July 23, 2012 between Registrant and Advisors. ^24/

(16)

First Amendment dated May 31, 2012 to the Investment Accounting Agreement by and between Registrant and State Street. ^25/

(17)

Form of Amendment to Retirement Service Agreement between Registrant and Advisors dated as of April 10, 2013. ^28/

(18)

Form of Amendment to Retirement Service Agreement between Registrant and Advisors dated as of September 26, 2014. ^31/

(19)

Form of Amendment dated June 25, 2014 (effective as of April 1, 2014) to the Transfer Agency and Service Agreement dated September 1, 2009 by and between Registrant and BFDS. ^31/

(20)

Form of Amendment dated July 15, 2014 (effective September 1, 2014) to the Transfer Agency and Service Agreement dated September 1, 2009 by and between Registrant and BFDS. ^31/

(21)

Form of Amendment to Retirement Service Agreement between Registrant and Advisors dated as of July 31, 2015. ^33/

(22)

Form of Amendment to Retirement Service Agreement between Registrant and Advisors dated as of August 1, 2016. ^37/

(23)

Form of Amendment to Retirement Service Agreement between Registrant and Advisors dated as of December 9, 2016. ^39/

(24)

TIAA-CREF International Bond Fund Offshore Limited Appointment of Agent for Service of Process dated as of February 27, 2017. ^40/

(25)

Form of Amendment to the Retirement Service Agreement between Registrant and Advisors dated as of November 16, 2018. ^47/

(26)

Amendment to the Transfer Agency and Service Agreement between Registrant and DST Asset Manager Solutions, Inc. dated as of April 17, 2019. ^51/

(27)

Shareholder Servicing Plan for Advisor Class Shares of Registrant dated as of January 1, 2020. ^51/

(28)

Amendment to the Transfer Agency and Service Agreement between Registrant and DST Asset Manager Solutions, Inc. dated as of July 1, 2020. ^54/

(29)

Form of Amendment to Retirement Service Agreement between Registrant and Advisors dated as of September 30, 2020. ^54/

(30)

Rule 12d1-4 Fund of Funds Investment Agreement between Registrant and certain Voya Funds dated as of January 19, 2022. ^58/

(31)

Rule 12d1-4 Funds of Funds Investment Agreement for TIAA-CREF Funds of Funds as Acquiring Funds and Nuveen Funds/ETFs as Acquired Funds between Registrant and certain Nuveen Funds dated as of January 19, 2022. ^58/

(32)

First Amendment to Rule 12d1-4 Fund of Funds Investment Agreement between Registrant and certain Voya Funds dated as of April 5, 2022. ^59/

(33)

TIAA-CREF International Bond Fund Taxable Offshore Limited Appointment of Agent for Service of Process dated as of July 27, 2022. ^59/

(34)

Form of Investment Management Agreement by and between each subsidiary of the TIAA-CREF International Bond Fund and Teachers Advisors, LLC. ^60/

(i)		Opinion and Consent of Rachael M. Zufall, Esq. ^*

(j)	(1)	Consent of Dechert LLP. ^*

(2)

Consent of independent registered public accounting firm. ^*

(k)	Not Applicable

(l)	(1)	Seed Money Agreement by and between Registrant and Teachers Insurance and Annuity Association of America (“TIAA”), dated as of June 1, 1999. ^3/

(2)

Seed Money Agreement by and between Registrant and TIAA, dated as of August 1, 2002. ^4/

(3)

Seed Money Agreement by and between Registrant and TIAA, dated as of October 1, 2004, for the Lifecycle Funds. ^5/

(4)

Form of Seed Money Agreement by and between Registrant and TIAA, dated as of March 31, 2006, for the Large Cap Growth Fund, High-Yield Fund II, Bond Plus Fund II, Short-Term Bond Fund II, Tax-Exempt Bond Fund II, Managed Allocation Fund II, International Equity Fund, Growth & Income Fund, Equity Index Fund, Social Choice Equity Fund, Bond Fund, Inflation-Linked Bond Fund, and Money Market Fund. ^8/

(5)

Form of Seed Money Agreement by and between Registrant and TIAA, dated as of January 17, 2007 for the Institutional Class of the Lifecycle Funds. ^9/

(6)

Form of Seed Money Agreement by and between Registrant and TIAA, dated November 30, 2007 for the Lifecycle 2045, Lifecycle 2050 and Lifecycle Retirement Income Funds and the Enhanced Large-Cap Growth Index, Enhanced Large-Cap Value Index and Enhanced International Equity Index Funds. ^11/

(7)

Form of Seed Money Agreement by and between Registrant and TIAA, dated September 10, 2009 for the Lifecycle Index Funds, Bond Index Fund and the Premier Class. ^15/

(8)

Form of Seed Money Agreement by and between Registrant and TIAA, dated August 1, 2010 for the Emerging Market Equity and Emerging Market Equity Index Funds. ^17/

(9)

Form of Initial Investment Agreement between TIAA and Registrant dated April 1, 2011. ^19/

(10)

Form Initial Investment Agreement between TIAA and Registrant dated September 20, 2011. ^22/

(11)

Form of Initial Investment Agreement between TIAA and Registrant dated July 23, 2012. ^24/

(12)

Form of Initial Investment Agreement between TIAA and Registrant dated as of April 12, 2013. ^28/

(13)

Form of Initial Investment Agreement between TIAA and Registrant dated as of September 26, 2014 for the Emerging Markets Debt Fund, the Lifecycle 2060 Fund and the Lifecycle Index 2060 Fund. ^31/

(14)

Form of Initial Investment Agreement between TIAA and Registrant dated as of July 31, 2015 for the Social Choice International Equity Fund, the Social Choice Low Carbon Equity Fund and the Short-Term Bond Index Fund. ^33/

(15)

Form of Initial Investment Agreement between TIAA and Registrant dated as of December 1, 2015 for the Advisor Class Shares. ^35/

(16)

Form of Initial Investment Agreement between TIAA and Registrant dated as of August 1, 2016 for the Small/Mid-Cap Equity Fund and the International Bond Fund. ^37/

(17)

Form of Initial Investment Agreement between TIAA and Registrant dated as of December 9, 2016 for the International Small-Cap Equity Fund. ^39/

(18)

Form of Initial Investment Agreement between TIAA and Registrant dated as of November 16, 2018 for the Green Bond Fund and the Short Duration Impact Bond Fund. ^47/

(19)

Form of Initial Investment Agreement between TIAA and Registrant dated as of September 30, 2020 for the Lifecycle 2065 Fund and the Lifecycle Index 2065 Fund. ^54/

(m)

(1)

Amended and Restated Distribution Plan for the Retail Class of Registrant adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “1940 Act”) dated as of May 1, 2016 (as supplemented on November 16, 2018). ^47/

(2)

Amended and Restated Distribution Plan for the Premier Class of Registrant adopted pursuant to Rule 12b-1 under the 1940 Act dated as of May 1, 2016 (as amended September 30, 2020). ^54/

(n)

(1)

Amended and Restated Multiple Class Plan (18f-3) for the TIAA-CREF Funds dated as of November 16, 2018. ^47/

	(2)	Amended and Restated Multiple Class Plan (18f-3) for the Lifecycle Funds and the Lifecycle Index Funds of the TIAA-CREF Funds dated as of September 30, 2020. ^54/

(o)	Reserved

(p)	(1)	Advisors and TCIM Employee Trading Supplemental Policy.^41/

	(2)	Nuveen Code of Ethics dated January 1, 2024. ^*

	(3)	Code of Ethics for the Independent Trustees of the Nuveen Funds. ^*

(q)	Powers of attorney

(1)

Powers of Attorney for Joseph A. Boateng, Michael A. Forrester, Thomas J. Kenny, Amy B. R. Lancellotta, Joanne T. Medero, Albin F. Moschner, John K. Nelson, Loren M. Starr, Matthew Thornton III, Terence J. Toth, Margaret L. Wolff and Robert L. Young. ^*

Filed herewith.

Incorporated herein by reference to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Securities and Exchange Commission (the “Commission”) on April 20, 1999.

Incorporated herein by reference to Pre-Effective Amendment No. 1 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on June 11, 1999.

Incorporated herein by reference to Pre-Effective Amendment No. 2 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on June 24, 1999.

Incorporated herein by reference to Post-Effective Amendment No. 5 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 27, 2002.

Incorporated herein by reference to Post-Effective Amendment No. 11 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 30, 2004.

Incorporated herein by reference to Post-Effective Amendment No. 13 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on January 31, 2005.

Incorporated herein by reference to Post-Effective Amendment No. 16 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on February 1, 2006.

Incorporated herein by reference to Post-Effective Amendment No. 19 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on March 31, 2006.

Incorporated herein by reference to Post-Effective Amendment No. 20 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on January 17, 2007.

10/

Incorporated herein by reference to Post-Effective Amendment No. 24 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 14, 2007.

11/

Incorporated herein by reference to Post-Effective Amendment No. 26 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on November 30, 2007.

12/

Incorporated herein by reference to Post-Effective Amendment No. 27 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on January 28, 2008.

13/

Incorporated herein by reference to Post-Effective Amendment No. 28 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on November 21, 2008.

14/

Incorporated herein by reference to Post-Effective Amendment No. 30 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on June 25, 2009.

15/

Incorporated herein by reference to Post-Effective Amendment No. 31 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 11, 2009.

16/

Incorporated herein by reference to Post-Effective Amendment No. 34 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on May 21, 2010.

17/

Incorporated herein by reference to Post-Effective Amendment No. 35 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on August 4, 2010.

18/

Incorporated herein by reference to Post-Effective Amendment No. 36 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on January 28, 2011.

19/	Incorporated herein by reference to Post-Effective Amendment No. 41 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on April 25, 2011.

20/	Incorporated herein by reference to Post-Effective Amendment No. 44 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on July 15, 2011.

21/

Incorporated herein by reference to Post-Effective Amendment No. 47 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 23, 2011.

22/

Incorporated herein by reference to Post-Effective Amendment No. 48 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 29, 2011.

23/

Incorporated herein by reference to Post-Effective Amendment No. 54 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on February 28, 2012.

24/

Incorporated herein by reference to Post-Effective Amendment No. 57 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on July 18, 2012.

25/

Incorporated herein by reference to Post-Effective Amendment No. 58 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on July 30, 2012.

26/

Incorporated herein by reference to Post-Effective Amendment No. 64 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on January 10, 2013.

27/

Incorporated herein by reference to Post-Effective Amendment No. 65 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on February 27, 2013.

28/

Incorporated herein by reference to Post-Effective Amendment No. 68 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on April 12, 2013.

29/

Incorporated herein by reference to Post-Effective Amendment No. 74 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on February 27, 2014.

30/

Incorporated herein by reference to Post-Effective Amendment No. 76 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on June 27, 2014.

31/

Incorporated herein by reference to Post-Effective Amendment No. 79 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 25, 2014.

32/

Incorporated herein by reference to Post-Effective Amendment No. 83 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on May 15, 2015.

33/

Incorporated herein by reference to Post-Effective Amendment No. 84 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on July 29, 2015.

34/

Incorporated herein by reference to Post-Effective Amendment No. 86 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 4, 2015.

35/

Incorporated herein by reference to Post-Effective Amendment No. 89 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on December 4, 2015.

36/

Incorporated herein by reference to Post-Effective Amendment No. 93 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on May 9, 2016.

37/

Incorporated herein by reference to Post-Effective Amendment No. 94 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on July 28, 2016.

38/

Incorporated herein by reference to Post-Effective Amendment No. 96 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 23, 2016.

39/

Incorporated herein by reference to Post-Effective Amendment No. 99 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on December 8, 2016.

40/

Incorporated herein by reference to Post-Effective Amendment No. 102 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on February 27, 2017.

41/

Incorporated herein by reference to Post-Effective Amendment No. 106 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 26, 2017.

42/

Incorporated herein by reference to Post-Effective Amendment No. 108 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on February 27, 2018.

43/

Incorporated herein by reference to Post-Effective Amendment No. 111 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on May 18, 2018.

44/	Incorporated herein by reference to Post-Effective Amendment No. 113 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on July 26, 2018.

45/	Incorporated herein by reference to Post-Effective Amendment No. 115 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on August 31, 2018.

46/

Incorporated herein by reference to Post-Effective Amendment No. 116 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 27, 2018.

47/

Incorporated herein by reference to Post-Effective Amendment No. 118 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on November 15, 2018.

48/

Incorporated herein by reference to Post-Effective Amendment No. 121 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on February 26, 2019.

49/

Incorporated herein by reference to Post-Effective Amendment No. 124 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on July 23, 2019.

50/

Incorporated herein by reference to Post-Effective Amendment No. 127 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 26, 2019.

51/

Incorporated herein by reference to Post-Effective Amendment No. 129 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on February 25, 2020.

52/

Incorporated herein by reference to Post-Effective Amendment No. 131 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on June 29, 2020.

53/

Incorporated herein by reference to Post-Effective Amendment No. 132 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on July 28, 2020.

54/

Incorporated herein by reference to Post-Effective Amendment No. 134 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 25, 2020.

55/

Incorporated herein by reference to Post-Effective Amendment No. 135 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on February 25, 2021.

56/

Incorporated herein by reference to Post-Effective Amendment No. 136 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on July 27, 2021.

57/

Incorporated herein by reference to Post-Effective Amendment No. 137 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 27, 2021.

58/

Incorporated herein by reference to Post-Effective Amendment No. 138 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on February 24, 2022.

59/

Incorporated herein by reference to Post-Effective Amendment No. 140 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on July 27, 2022.

60/

Incorporated herein by reference to Post-Effective Amendment No. 141 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 26, 2022.

61/

Incorporated herein by reference to Post-Effective Amendment No. 142 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on February 23, 2023.

62/

Incorporated herein by reference to Post-Effective Amendment No. 143 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on July 27, 2023.

63/

Incorporated herein by reference to Post-Effective Amendment No. 144 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 25, 2023.

Item 29. Persons Controlled by or Under Common Control with the Fund

TIAA-CREF Funds, through the TIAA-CREF International Bond Fund, a series of TIAA-CREF Funds, wholly owns and controls TIAA-CREF International Bond Fund Offshore Limited and TIAA-CREF International Bond Fund Taxable Offshore Limited (the “Subsidiaries”), each a company organized under the laws of the Cayman Islands. The Subsidiaries’ financial statements will be included, on a consolidated basis, in the TIAA-CREF International Bond Fund’s annual and semi-annual reports to shareholders.

Item 30. Indemnification

As a Delaware statutory trust, Registrant’s operations are governed by its Declaration of Trust dated as of April 15, 1999 (the “Declaration”). Generally, Delaware statutory trust shareholders are not personally liable for obligations of the Delaware statutory trust under Delaware law. The Delaware Statutory Trust Act (the “DSTA”) provides that a shareholder of a trust shall be entitled to the same limitation of liability extended to shareholders of private for-profit Delaware corporations. Registrant’s Declaration expressly provides that it has been organized under the DSTA and that the Declaration is to be governed by Delaware law. It is nevertheless possible that a Delaware statutory trust, such as Registrant, might become a party to an action in another state whose courts refuse to apply Delaware law, in which case Registrant’s shareholders could be subject to personal liability.

To protect Registrant’s shareholders against the risk of personal liability, the Declaration (i) contains an express disclaimer of shareholder liability for acts or obligations of Registrant and provides that notice of such disclaimer may be given in each agreement, obligation and instrument entered into or executed by Registrant or its trustees; (ii) provides for the indemnification out of Registrant’s property of any shareholders held personally liable for any obligations of Registrant or any series of Registrant; and (iii) provides that Registrant shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of Registrant and satisfy any judgment thereon. Thus, the risk of a shareholder incurring financial loss beyond his or her investment because of shareholder liability is limited to circumstances in which all of the following factors are present: (i) a court refuses to apply Delaware law; (ii) the liability arose under tort law or, if not, no contractual limitation of liability was in effect; and (iii) Registrant itself would be unable to meet its obligations. In the light of Delaware law, the nature of Registrant’s business and the nature of its assets, the risk of personal liability to a shareholder is remote.

The Declaration further provides that Registrant shall indemnify each of its trustees and officers against liabilities and expenses reasonably incurred by them, in connection with, or arising out of, any action, suit or proceeding, threatened against or otherwise involving such trustee or officer, directly or indirectly, by reason of being or having been a trustee or officer of Registrant. The Declaration does not authorize Registrant to indemnify any trustee or officer against any liability to which he or she would otherwise be subject by reason of or for willful misfeasance, bad faith, gross negligence or reckless disregard of such person’s duties.

Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Securities Act”) may be permitted to trustees, officers and controlling persons, or otherwise, Registrant has been advised that in the opinion of the Commission such indemnification may be against public policy as expressed in the Securities Act and may be, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a trustee, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 31. Business and Other Connections of the Investment Adviser

Advisors manages the Registrant and also provides investment management services to certain other registered and unregistered products. The Managing Member of Advisors is Nuveen Finance, LLC. Advisors is located at 730 Third Avenue, New York, NY 10017-3206.

Item 32. Principal Underwriters

(a)

Nuveen Securities, LLC (“Nuveen”) acts as principal underwriter to the following open-end management type investment companies: Nuveen Multistate Trust I, Nuveen Multistate Trust II, Nuveen Multistate Trust III, Nuveen Multistate Trust IV, Nuveen Municipal Trust, Nuveen Managed Accounts Portfolios Trust, Nuveen Investment Trust, Nuveen Investment Trust II, Nuveen Investment Trust III, Nuveen Investment Trust V, Nuveen Investment Funds, Inc., NuShares ETF Trust, TIAA-CREF Life Funds and the Registrant.

(b)

Name and Principal Business Address	Positions and Offices with Nuveen Securities	Positions and Offices with Registrant

Michael A. Perry 333 West Wacker Drive Chicago, IL 60606	Chief Executive Officer	None

Jennifer Mangago 333 West Wacker Drive Chicago, IL 60606	Vice President and Chief Financial Officer	None

Kevin J. McCarthy 333 West Wacker Drive Chicago, IL 60606	Executive Vice President and Assistant Secretary	None

Lucas A. Satre 333 West Wacker Drive Chicago, IL 60606	Managing Director, Secretary and General Counsel	None

Megan Sendlak 333 West Wacker Drive Chicago, IL 60606	Managing Director and Controller	None

(c)

Not applicable.

Item 33. Location of Accounts and Records

See Item B.3 of the most recent TIAA-CREF Funds N-CEN filing.

Item 34. Management Services

Not Applicable.

Item 35. Undertakings

Not Applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, TIAA-CREF Funds certifies that it meets all the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York, and State of New York on the 23rd day of February, 2024.

	TIAA-CREF FUNDS

	By:	/s/ Jordan M. Farris
	Name:	Jordan M. Farris
	Title:	Chief Administrative Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Jordan M. Farris	Chief Administrative Officer	February 23, 2024
Jordan M. Farris	(Principal Executive Officer)

/s/ E. Scott Wickerham	Vice President and Controller	February 23, 2024
E. Scott Wickerham	(Principal Financial and Accounting Officer)

SIGNATURE OF TRUSTEE	DATE	SIGNATURE OF TRUSTEE	DATE

*	February 23, 2024	*	February 23, 2024
Joseph A. Boateng		John K. Nelson

*	February 23, 2024	*	February 23, 2024
Michael A. Forrester		Loren M. Starr

*	February 23, 2024	*	February 23, 2024
Thomas J. Kenny		Matthew Thornton III

*	February 23, 2024	*	February 23, 2024
Amy B. R. Lancellotta		Terence J. Toth

*	February 23, 2024	*	February 23, 2024
Joanne T. Medero		Margaret L. Wolff

*	February 23, 2024	*	February 23, 2024
Albin F. Moschner		Robert L. Young

/s/ Rachael M. Zufall	February 23, 2024
Rachael M. Zufall as attorney-in-fact

*	Signed by Rachael M. Zufall pursuant to powers of attorney filed herewith.

EXHIBIT LIST

(a)(29)

Amendment dated January 18, 2024 to the Declaration of Trust.

(d)(13)

Amended and Restated Expense Reimbursement Agreement by and between Registrant and Advisors dated as of March 1, 2024.

(i)	Opinion and Consent of Rachael M. Zufall, Esq.

(j)(1)	Consent of Dechert LLP.

(j)(2)	Consent of independent registered public accounting firm.

(p)(2)

Nuveen Code of Ethics dated January 1, 2024.

(p)(3)

Code of Ethics for the Independent Trustees of the Nuveen Funds.

(q)(1)