•		730 Third AvenueTo vote by mail, please mark, sign, date and mail the enclosed proxy card. No postage is required if mailed in the United States. New York, NY 10017-3206

Q. How can I attend the Meeting?

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You will be able to attend the Meeting and submit your questions online during the Meeting by visiting [meetings.computershare.com/MCGVC2D]. You also will be able to attend the meeting and vote your shares online by webcast. To attend and participate in the Meeting, you will need to log on using the control number from your proxy card or Meeting notice. The control number can be found in the shaded box.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.

The online Meeting will begin promptly at [2:00 p.m., Eastern Time ] on December __________, 2021. You are encouraged to access the Meeting prior to the start time leaving ample time for the check in process. Please follow the access instructions as outlined herein.

Q. How do I register to attend the Meeting virtually on the Internet?

To register to attend the meeting online by webcast, you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and e-mail address to [shareholdermeetings@computershare.com]. You must contact the bank or broker who holds your shares to obtain your legal proxy. Requests for registration must be labeled as “Legal Proxy” and be received no later than [5:00 p.m., Eastern Time], three business days prior to the Meeting.

You will receive a confirmation of your registration by e-mail after your registration materials are received.

Requests for registration should be directed to us by e-mailing an image of your legal proxy to shareholdermeetings@computershare.com.

Q. Why hold a virtual meeting?

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Q. Will anyone contact me?

The Adviser recognizes the inconvenience of the proxy solicitation process and would not impose on you if we did not believe that the matter being proposed was important. Once your vote has been registered with the proxy solicitor, your name will be removed from the solicitor’s follow-up contact list.

Q. How does the Board suggest that I vote?

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730 Third Avenue

New York, NY 10017-3206

TIAA-CREF FundsLarge-Cap Growth Fund

Important notice regarding availability of proxy materials for the Special Meeting of Shareholders to be held on July 17, 2019.December [__], 2021. The Proxy Statement for this meeting is available at: [www.proxy-direct.com/tia-30640tia-30639].

Notice of Special Meeting — July 17, 2019December [__], 2021

This notice is being given toTo the shareholders (the “Shareholders”) of theTIAA-CREF Funds (the “Trust”). Only Shareholders of the Trust are eligible to vote at the special meeting.TIAA-CREF Large-Cap Growth Fund:

The Trust will holdNotice is hereby given that a special meetingSpecial Meeting of Shareholders (the “Meeting”) of TIAA-CREF Funds, on July 17, 2019,behalf of its series TIAA-CREF Large-Cap Growth Fund (the “Fund”), will be held on December [____] 2021, at 1:[2:00 p.m. EDT, at, Eastern Time], for the New York Office of Teachers Insurancefollowing purpose and Annuity Association of America (“TIAA”), 730 Third Avenue, New York, NY 10017. This proxy statement was mailed to Shareholderstransact such other business, if any, as may properly come before the Meeting:

Purpose of the investment portfolios offered by the Trust (each, a “Fund” and collectively, the “Funds”) starting on or about June 6, 2019.

The purpose of the meeting is:Special Meeting:

The Board of Trustees has set MaySeptember 30, 20192021 as the Record Daterecord date for determining the number of votes entitled to be cast. You may vote at the meetingMeeting only if you were a Shareholder with voting rights as of the Record Date.

By order of the Board of Trustees,

Derek Dorn

Secretary

Mona Bhalla[__], 2021

Corporate Secretary

PleaseAll shareholders are cordially invited to attend the Meeting, which will be held online as discussed in further detail below. In order to avoid delay and additional expense, and to assure that your shares are represented, please vote as soonpromptly as possible, before the meeting, even ifregardless of whether or not you plan to attend the meeting.Meeting. You canmay vote quicklyby mail, telephone or over the Internet. To vote by mail, please mark, sign, date and easilymail the enclosed proxy card. No postage is required if mailed in the United States. To vote by telephone, please call the toll-free telephone call,number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote over the Internet, or by mail. Just followgo to the simple instructions that appearInternet address provided on your proxy card.card and follow the instructions, using your proxy card as a guide.

Shareholders of record as of the close of business on September 30, 2021 are entitled to notice of, and to vote at, the Meeting or any postponement or adjournment thereof.

In light of public health concerns regarding the ongoing coronavirus If you plan(COVID-19) pandemic, the Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. Shareholders will not be able to attend the meeting, please call877-535-3910, ext.22-2440, to obtain an admission pass. In accordance withMeeting in person. Shareholders may attend and vote at the Trust’s security procedures, a pass and appropriate picture identification will be required to enter the Trust’s special meeting. Please note that no laptop computers, recording equipment or cameras will be permitted. All cell phones must be turned off when entering the meeting and remain off during the meeting. Please readvirtual Meeting by following the instructions onincluded in the admission pass for additional information.Q&A.

June 6, 2019

730 Third Avenue

New York, NY 10017-3206

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TIAA-CREF FundsLarge-Cap Growth Fund

Proxy Statement for Special Meeting to be held on July 17, 2019December [__], 2021

The BoardThis Proxy Statement is furnished in connection with the solicitation by the board of Trustees (“Board”trustees (the “Board” and each trustee a “Board Member” and collectively, the “Board Members”) of the TIAA-CREF Funds (the “Trust”) has sent you this proxy statement, on behalf of its series TIAA-CREF Large-Cap Growth Fund (the “Fund”), of proxies to ask for your vote on certain matters affecting the Trust. The accompanying proxy will be voted at a special meetingthe Special Meeting of the shareholders (the “Shareholders”) of the Trust beingShareholders to be held on July 17, 2019,December [________], 2021, at 1:[2:00 p.m. EDT,], Eastern Time (the “Meeting”), and at the New York Office of Teachers Insuranceany and Annuity Association of America (“TIAA”), 730 Third Avenue, New York, NY 10017.all adjournments, postponements or delays thereof. This proxy statement wasProxy Statement is first being mailed to Shareholders startingshareholders on or about June 6, 2019.October [_____], 2021.

The Trust’s Shareholders are being asked to vote on the following:purpose of this Meeting is:

At this time, the Board does not know of any other matters being presented at the meetingMeeting or any adjournments or postponements thereof.

How do I vote?

Shareholders of record as of the close of business on September 30, 2021 (the “Record Date”) are entitled to notice of, and to vote at, the Meeting or any postponement or adjournment thereof.

You can vote in any one of fourthree ways:

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If you vote by Internet or telephone, please do not mail your proxy card.

Vote on the Internet

Vote by phone

Vote by mail

Vote in person

Vote online at the website listed on your proxy card. Follow the on-screen instructions.

Call the phone number listed on your proxy card. Follow the recorded instructions available 24 hours.

Vote, sign, and date the proxy card and return it using the postage-paid envelope.

Attend the Meeting of Shareholders July 17, 2019, at 1:00 p.m. EDT at TIAA’s New York Office, 730 Third Avenue, New York, NY 10017.

In light of public health concerns regarding the ongoing coronavirus (COVID-19) pandemic, the Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. Shareholders will not be able to attend the Meeting in person.

2Shareholders will be able to attend the Meeting online and submit your questions during the Meeting by visiting [meetings.computershare.com/MCGVC2D]. Shareholders also will be able to vote their shares online by attending the Meeting by webcast. To participate in the Meeting, shareholders will need to log on using the control number from your proxy card or Meeting notice. The control number can be found in the shaded box. Shareholders may attend and vote at the virtual Meeting by following the instructions included in the Q&A or this Proxy Statement.

Can I cancel or change my vote?

You can cancel or change your vote at any time up until 5:00[____ p.m. EDT on July 16, 2019._____], 2021. You can do this by simply voting again — by executing and returning a later-dated proxy card, voting through the Internet or by a toll-free telephone call, voting in person at the meeting —call— or you can cancel your vote by writing the Trust’s Corporate Secretary at: c/o the TIAA-CREF Funds, 730 Third Avenue, New York, New York 10017-3206. Cancelled or changed votes (other than votes cast in person (virtually) at the meeting)Meeting) must be received by the 5:00[____ p.m. July 16, 2019____], 2021 deadline.

How does a proxy work?

When you vote by proxy, you are instructing the agents named on the proxy card how to vote on your behalf at the meeting.Meeting. If you sign and return the proxy card, but do not specifically instruct the agents otherwise, they will vote FOR the electionchange in the Fund’s classification under the 1940 Act and the elimination of all the nominees listed herein for Trustee.related fundamental investment restriction. At this time, the Board does not know of any other matters being presented at the meeting.Meeting. If other matters are brought before the meeting,Meeting, the proxy agents will vote the proxies using their own best judgment in their discretion, as allowed by the proxy. All proxies solicited by the Board that are properly executed and received by the Corporate Secretary prior to the meeting,Meeting, and are not cancelled, will be voted at the meeting.Meeting.

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Who may vote; How many votes do I get?

Each person having voting rightsThose persons who were shareholders of record as of the Record Date will be entitled to one vote for each share held and a proportionate fractional vote for each fractional share held. As of the close of business on MaySeptember 30, 2019 (the “Record Date”) may vote at the meeting with respect to each item on the proxy ballot. On May 20, 2019,2021, there were 15,266,924,876.27 total votes eligible to be cast, broken down as follows:

Certain funds within the TIAA-CREF Fund Complex (the “Fund of Funds”) invest in shares of other funds in the Trust (the “Underlying Funds”).Fund. Shares of each Underlyingthe Fund held by a Fund of Funds are expected to be voted by the Fund of Funds in the same proportion as the vote of other shareholders of the Underlying FundsFund (sometimes referred to as “echo” voting).

[As of the Record Date, the Trustees and officers of the Fund as a group owned less than 1% of the total outstanding shares of the Fund and as a group owned less than 1% of each class of shares of the Fund.]

How many votes are needed for a quorum orand how do votes count?

A quorum of shareholders is required to pass a vote?

There will be a quorum fortake action at the meeting if 10Meeting. Ten percent of the total number of votesshares entitled to be cast vote at the Meeting, represented in person (virtually) or by proxy. Abstentions are counted in determining whetherproxy, will constitute a quorum has been reached. A Trustee shallof shareholders at the Meeting. Votes cast by proxy or in person (virtually) at the Meeting will be elected totabulated by the Board if he or she receives a majorityinspectors of the votes cast at a meeting where a quorum is present. Approval of any other proposals also requires a majority of the votes cast at a meeting where a quorum is present. Abstentions from voting are not treated as votes castelection appointed for the Meeting. The inspectors of election of Trusteeswill determine whether or any other proposal. No votes are cast by brokers.

If a quorum is not present at the meeting, or if a quorum is present at the meeting but sufficient votesMeeting. The inspectors of election will treat abstentions as present for purposes of determining a quorum. Broker non-votes are shares held by brokers or nominees, typically in “street name,” as to approve onewhich (i) instructions have not been received from beneficial owners or morepersons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter. Broker non-votes typically occur when both routine and non-routine proposals are being considered at a meeting. Because the single matter presented at the Meeting is a “non-routine” matter for which a broker or nominee does not have discretionary voting power under New York Stock Exchange rules, the Fund does not expect there to be any broker non-votes at the Meeting.

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For purposes of determining the approval of the proposed items are not received, or if other matters arise requiring Shareholder attention,proposal, abstentions will have the persons namedsame effect as proxy agents may propose one or more adjournments ofvotes against the meeting to permit further solicitation of additional votes.

I. Election of Trustees

proposal. The purpose ofvote required for the meeting is to elect members to the Board. The Trustees will be elected to serve indefinite terms until his or her successor shall take office. Pursuant to a resolution of the Board, the maximum number of Trustees has been fixed at ten. Under the law, the Board can fill vacancies between meetings if, in doing so, after an appointment, at leasttwo-thirds of the Trustees then holding office would have been elected by the Shareholders.

At this meeting, you are being asked to elect to the Board nine current members (including Prof. Eberly, Mr. Forrester and Mr. Kenny who were previously appointed as Trustees by the Board) and one new nominee, Joseph A. Boateng. Information about each of the ten nomineesproposal is set forth below. It is intended that properly executed and returned proxies will be voted FORunder the electiondescription of the ten nominees unless otherwise indicated inproposal below.

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PROPOSAL: CHANGE OF DIVERSIFICATION STATUS AND ELIMINATION OF FUNDAMENTAL INVESTMENT POLICY

Currently, the proxy.

EachFund is classified as a “diversified” fund for purposes of Section 5(b) of the ten nominees was first recommended by1940 Act and has adopted a related fundamental investment restriction. As a result, the Nominating and Governance CommitteeFund is limited as to the amount it may invest in any single issuer. Specifically, with respect to 75% of its total assets, the Fund may not invest in a security if, as a result of such investment, more than 5% of its total assets (calculated at the time of purchase) would be invested in securities of any one issuer. Additionally, with respect to 75% of its total assets, the Fund may not hold more than 10% of the Board. This Committee consistsoutstanding voting securities of Trustees who are also themselves nominees and, like all the other members of the Board, areany one issuer. These restrictions do not “interested persons” as such term is defined in the Investment Company Act of 1940 (the “1940 Act”). The three current Trustees who were previously appointed by the Board (Prof. Eberly, Mr. Forrester and Mr. Kenny) were each recommendedapply to the Nominating and Governance Committee by current Trustees after being identified by a retained third-party search firm. Mr. Boateng was recommended to the Nominating and Governance Committee by a retained third-party search firm.

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Each of the nominees has consented to serve if elected. If any nominee is unavailable to serve when the meeting is held, the proxy agents may cast your votes for a substitute chosen by the current Board.

Proxies cannot be voted for a greater number of persons than the number of nominees.

The Board, which is composed entirely of Trustees who are not “interested persons”U.S. “government securities” (as defined in the 1940 Act), securities of other investment companies, or cash and cash items (including receivables).

Subject to approval of the TrustFund’s shareholders, the Board has approved a change to the Fund’s classification under the 1940 Act to a “non-diversified” company and a change to the Fund’s related fundamental investment restriction. This fundamental investment restriction, which may only be changed with shareholder approval, currently provides that the Fund, as a fundamental policy, may 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.” If shareholders approve changing the Fund’s classification from diversified to non-diversified (the “Proposal”), the fundamental investment restriction will be eliminated with respect to the Fund. No material changes to the Fund’s investment strategy are expected if shareholders of the Fund approve the Proposal.

Teachers Advisors, LLC (“Advisors”(the “Adviser”), the Trust’sFund’s investment adviser, unanimously recommendsbelieves that changing the ShareholdersFund’s classification to non-diversified is in the best interests of the Trust vote FORFund and its shareholders because it provides the election of each ofFund’s portfolio managers increased flexibility to better implement the nominees.

Management ofFund’s investment strategy while remaining compliant with the Trust

Board of Trustees

The Trust is governed by its Board, which oversees the Trust’s business and affairs. The Board delegates theday-to-day management of the Funds to Advisors and the officers of the Trust (see below).

Board of Trustees leadership structure and related matters

The Board currently is composed of nine Trustees, all of whom are independent or disinterested, which means that they are not “interested persons” of the Funds as defined in Section 2(a)(19)limits of the 1940 Act (“independent Trustees”Act. The Fund’s benchmark index, the Russell 1000 Growth Index (the “Index”). One, has become more concentrated in certain issuers. Certain Index constituents have grown to each represent more than 5% of the independent Trustees, Thomas J. Kenny, servesIndex and, at times, 25% or more of the Index in the aggregate. As a diversified fund, the Fund currently is not able to invest in these large Index constituents in similar proportions as the ChairmanIndex. While the Fund is not an index fund, it does select securities from the Index’s universe and its performance is measured against the Index. Changing the Fund’s status to non-diversified would give the Fund’s portfolio managers enhanced flexibility to invest a greater portion of the Board. The Chairman’s responsibilities include: coordinating with managementFund’s assets in one or more of these large Index constituents, if desired for investment purposes.

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If shareholders of the Fund approve the Proposal, the Fund may be subject to additional investment risks. As a “non-diversified” fund, the Fund would be permitted to invest a greater percentage of its assets in fewer issuers than a “diversified” fund. As a result, the Fund may be more susceptible to adverse developments affecting any single issuer held in its portfolio and may be more susceptible to greater losses because of these developments. To the extent that such issuers operate in the preparationsame or similar industry or sectors, the Fund may be more susceptible to a single economic, business, political or regulatory occurrence. Accordingly, if shareholders of the agenda for each meetingFund approve the Proposal, the Fund could be subject to greater risk than it currently is subject to as a “diversified” fund.

Even if shareholders of the Board; presiding at all meetingsFund approve the Proposal, the Fund intends to continue to comply with federal tax diversification restrictions of Subchapter M of the Board; and servingInternal Revenue Code of 1986, as amended (the “IRC”). For purposes of the IRC, the Fund operates as a liaison with“regulated investment company.” As a regulated investment company under the IRC, the Fund must diversify its holdings so that, in general, at the close of each quarter of its taxable year, (i) at least 50% of the fair market value of the Fund’s total (gross) assets is comprised of cash, cash items, U.S. government securities, securities of other Trustees, the Trust’s officersregulated investment companies, and other management personnel,securities limited in respect of any one issuer to an amount not greater in value than 5% of the value of the Fund’s total assets and counsel to not more than 10% of the independent Trustees. The Chairman performsoutstanding voting securities of such issuer; and (ii) not more than 25% of the value of its total (gross) assets is invested in the securities of any one issuer (other than U.S. government securities and securities of other duties asregulated investment companies), two or more issuers controlled by the BoardFund and engaged in the same, similar or related trades or businesses, or certain publicly traded partnerships. These federal tax diversification requirements, or the Fund’s determination to comply with them, may change in the future without shareholder approval.

A non-diversified fund may from time to time determine. The principal executive officertemporarily operate in a diversified manner without losing its non-diversified status. As a result, at times, the Fund may not take advantage of the Trust does not servegreater flexibility afforded a non-diversified fund. However, if following implementation of the Proposal, the Adviser were to continuously operate the Fund as diversified for three years, the Fund will once again become a diversified fund and 1940 Act provisions will require the Adviser to again seek shareholder approval to reserve the freedom of action to operate the Fund as non-diversified.

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At a meeting held on September 9, 2021, the Board considered the recommendations of the Adviser to change the Fund’s classification to non-diversified and to eliminate the Fund’s related fundamental investment restriction. The Board considered all relevant factors, including the potential impact on the Board.

The Board meets periodically to review, among otherFund and its risk profile and the estimated costs associated with seeking shareholder approval of the proposed change for the Fund. Following its consideration of these matters, the Funds’ activities, contractual arrangements with affiliated andnon-affiliated companies that provide servicesBoard unanimously approved the proposed change in the Fund’s classification to the Funds“non-diversified” and the performanceelimination of the Funds’Fund’s related fundamental investment portfolios. The Board holds regularly scheduledin-person meetings and regularly scheduled meetings by telephone each year and may hold special meetings, as needed, either in person or by telephone, to address matters arising between regularly scheduled meetings. During a portion of each regularly scheduledin-person meeting and, as the Board may determine at its other meetings, the Board meets without management present.restriction.

The Board has established a committee structurerecommends that includes six standing committees and one special committee, each composed solelyyou vote FOR the Proposal.

Shareholder Approval

A quorum of independent Trustees and chaired by an independent Trustee, as described below. The Board, with the assistance of its Nominating and Governance Committee, periodically evaluates its structure and composition as well as various aspects of its

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operations. The Board believes that its leadership and operating structure, which includes its committees and an independent Trustee in the position of Chairman of the Board and of each committee, provides for independent oversight of management andshareholders is appropriate for the Trust in light of, among other factors, the asset size and nature of the Trust and the Funds, the number of Funds overseen by the Board, the number of other funds overseen by the Trustees as trustees of other investment companies in the TIAA-CREF Fund Complex (as defined below), the arrangements for the conduct of the Funds’ operations, the number of Trustees, and the Board’s responsibilities.

The Trust is part of the TIAA-CREF Fund Complex, which is composed of 69 funds within the Trust (including the TIAA-CREF Lifecycle Funds, TIAA-CREF Lifecycle Index Funds, TIAA-CREF Lifestyle Funds and the TIAA-CREF Managed Allocation Fund), the 11 funds within TIAA-CREF Life Funds (“TCLF”), the 8 accounts within the College Retirement Equities Fund (“CREF”) and the single portfolio within the TIAA Separate Account VA-1 (“VA-1”). All of the persons that serve on the Board also serve on, and the same person serves as the Chairman of, the respective Boards of Trustees of CREF and TCLF and the Management Committee ofVA-1.

Qualifications of Trustees

The Board believes that each of the nominees is qualifiedrequired to serve as a Trustee of the Trust based on a review of the experience, qualifications, attributes or skills of each nominee. The Board bases this view on its consideration of a variety of criteria, no single one of which is controlling. Generally, the Board looks for: character; integrity; ability to review critically, evaluate, question and discuss information provided and exercise effective business judgment in protecting shareholder interests; willingness and ability to commit the time necessary to perform the duties of a Trustee; and significance of each nominee’s background, experience, qualifications, attributes or skills in the context of overall diversity of the Board’s composition. Each nominee’s ability to perform his or her duties effectively is evidenced by his or her experience in one or more of the following fields: management, consulting and/or board experience in the investment management industry; academic positions in relevant fields; management, consulting and/or board experience with public companies in other fields,non-profit entities or other organizations; educational background and professional training; and experience as a Trustee of the Trust and other funds in theTIAA-CREF Fund Complex. With respect to diversity, the Board generally considers the manner in which each nominee’s professional experience, education, expertise in relevant matters, general leadership experience and life experiences are complementary and, as a whole, contribute to the ability of the Board to perform its duties.

Information indicating certain of the specific experience and relevant qualifications, attributes and skills of each nominee relevant to the Board’s belief that the nominee should serve in this capacity is provided in the “Disinterested Trustees and Nominees” table set forth below. This table includes, for each Trustee, positions held with the Trust, length of office and time served, and principal occupations in the last five years. The table also

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includes the number of portfolios in the TIAA-CREF Fund Complex overseen by each Trustee and certain directorships held by each of them.

Risk oversight

Day-to-day management of the various risks relating to the administration and operation of the Trust and the Funds is the responsibility of management, which includes professional risk management staff. The Board oversees this risk management function consistent with and as part of its oversight responsibility. The Board performs this risk management oversight directly and, as to certain matters, through its standing committees (which are described below) and, at times, through its use of ad hoc committees. The following provides an overview of the principal, but not all, aspects of the Board’s oversight of risk management for the Trust and the Funds. The Board recognizes that it is not possible to identify all of the risks that may affect the Trust and the Funds or to develop procedures or controls that eliminate the Trust’s and the Funds’ exposure to all of these risks.

In general, a Fund’s risks include, among others, market risk, credit risk, liquidity risk, valuation risk, operational risk, reputational risk, regulatory compliance risk and cyber security risk. The Board has adopted, and periodically reviews, policies and procedures designed to address certain (but not all) of these and other risks to the Trust and the Funds. In addition, under the general oversight of the Board, Advisors, the investment manager and administrator for each Fund, and other service providers to the Funds have adopted a variety of policies, procedures and controls designed to address particular risks to the Funds. Different processes, procedures and controls are employed with respect to different types of risks.

The Board also oversees risk management for the Trust and the Funds through receipt and review by the Board and/or its committee(s) of regular and special reports, presentations and other information from officers of the Trust and other persons, including from the Chief Risk Officer or senior risk management personnel for Advisors and its affiliates. Senior officers of the Trust, senior officers of Advisors and its affiliates, and the Funds’ Chief Compliance Officer (“CCO”) regularly report to the Board and/or one or more of the Board’s standing committees on a range of matters, including those relating to risk management. The Board also regularly receives reports, presentations and other information from Advisors with respect to the investments and securities trading of the Funds. At least annually, the Board receives a report from the Funds’ CCO regarding the effectiveness of the Funds’ compliance program. Also, on an annual basis, the Board receives reports, presentations and other information from TIAA in connection with the Board’s consideration of the renewal of the Trust’s investment management agreements with Advisors and the Trust’s distribution plans underRule 12b-1 under the 1940 Act. In addition, on an annual basis, Advisors, in its capacity as administrator of the Funds’ liquidity risk management program pursuant to applicable Securities and Exchange

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Commission (“SEC”) regulations, provides the Board with a written report that addresses the operation, adequacy and effectiveness of the program.

Officers of the Trust and officers and personnel of TIAA also report regularly to the Audit and Compliance Committee on the Trust’s internal controls over financial reporting and accounting and financial reporting policies and practices. The Funds’ CCO reports regularly to the Audit and Compliance Committee on compliance matters, and TIAA’s Chief Auditor reports regularly to the Audit and Compliance Committee regarding internal audit matters. In addition, the Audit and Compliance Committee receives regular reports from the Trust’s independent registered public accounting firm on internal controls and financial reporting matters.

The Operations Committee receives regular and special reports, presentations and other information from the Trust’s officers and Fund management personnel regarding valuation and other operational matters. In addition to regular reports, presentations and other information received from Advisors and other TIAA personnel, the Operations Committee receives reports, presentations and other information regarding certain other service providers to the Trust, either directly or through the Trust’s officers, including the CCO and Advisors personnel, or other TIAA personnel, on a periodic or regular basis.

The Investment Committee regularly receives reports, presentations and other information from Advisors with respect to the investments, securities trading, portfolio liquidity and other portfolio management aspects of the Funds.

The Corporate Governance and Social Responsibility Committee regularly receives reports, presentations, and other information from Advisors regarding, among other matters, the voting of proxies of the Funds’ portfolio companies.

The Nominating and Governance Committee routinely monitors various aspects of the Board’s structure and oversight activities, including reviewing matters such as the workload of the Board, the balance of responsibilities delegated among the committees of the Board and the relevant skill sets of the Board members. On an annual basis, the Nominating and Governance Committee reviews the independent status of each Trustee under the 1940 Act and the independent status of counsel to the independent Trustees.

Current Trustees, Nominees and Executive Officers of the Trust

The following table includes certain information about the Trust’s current Trustees, nominees and executive officers, including positions currently held with the Trust, length of office and time served, and principal occupations in the last five years and other relevant experience and qualifications. The table also includes the number of portfolios in the TIAA-CREF Fund Complex overseen by each nominee and certain directorships held by each of them. The first table includes information about the Trust’s’ disinterested Trustees and nominees and the second table includes information about the Trust’s officers.

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Disinterested Trustees and Nominees

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14

15

16

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Officers

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Trustee Equity ownership

The following table includes information relating to equity securities owned beneficially by all nominees in the Trust and in all registered investment companies in the TIAA-CREF Fund Complex as of December 31, 2018. The amounts reported below include amounts contributed to the Funds for the benefit of the disinterested Trustees pursuant to the Trust’s long-term compensation plan for non-employee Trustees.

Disinterested Trustees and Nominees

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As of December 31, 2018, to the knowledge of the Trust’s management, the current Trustees and officers owned as a group less than 1% of the securities of any Fund.

Trustee compensation

The following tables disclose the aggregate compensation received from the Trust and the TIAA-CREF Fund Complex by each nominee for the fiscal year ended May 31, 2018 for the Asset Allocation Funds; October 31, 2018 for the Equity, Emerging Markets Debt and International Bond Funds; and March 31, 2019 for the Fixed Income and Real Estate Securities Funds (other than the Emerging Markets Debt Fund and the International Bond Fund). The Trust’s officers receive no direct compensation from any fund in the TIAA-CREF Fund Complex. For purposes of the chart, the TIAA-CREF Fund Complex consists of the Trust, CREF, TCLF and VA-1, each a registered investment company.

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Disinterested Trustees

Fiscal year ended May 31, 2018

Prior to January 1, 2018, the Board had approved Trustee compensationtake action at the following rates, effective since January 1, 2015: an annual retainer of $175,000; an annual long-term compensation contribution of $80,000; an annual committee chair fee of $20,000 ($30,000 for the chairs of the Operations Committee and Audit and Compliance Committee); an annual Board chair fee of $80,000; and an annual committee retainer of $20,000 ($25,000 for the Operations Committee and Audit and Compliance Committee).

The Board subsequently approved Trustee compensation at the following rates, effective January 1, 2018: an annual retainer of $180,000; an annual long-term compensation contribution of $90,000; an annual committee chair fee of $20,000 ($30,000 for the chairs of the Operations and Audit and Compliance Committees); an annual Board chair fee of $90,000; and an annual committee retainer of $20,000 ($25,000 for the Operations Committee and Audit and Compliance Committee).

At its meeting on December 4, 2018, the Board approved Trustee compensation at the following rates, effective January 1, 2019: an annual retainer of $190,000, an annual long-term compensation contribution of $100,000 (further described below); an annual committee chair fee of $20,000 ($30,000 for the chairs of the Operations Committee and Audit and Compliance Committee); an annual Board chair fee of $100,000; and an annual committee retainer of $20,000 ($25,000 for the Operations Committee and Audit and Compliance Committee).

The chair and members of the Executive Committee and the Special Emergency Valuation Committee continue to not receive fees for service on those committees. The Trustees may also continue to receive special, working group or ad hoc committee fees, or related chair fees, as determined by the Board. The level of compensation is evaluated regularly and is based on a study of compensation at comparable companies, the time and responsibilities required of the Trustees, and the need to attract and retain well-qualified Board members.

The TIAA-CREF Fund Complex has a long-term compensation plan for Trustees. Currently, under this unfunded deferred compensation plan, annual contributions equal to $100,000 are allocated to notional investments in TIAA-CREF Fund Complex products (such as certain CREF annuities and/or certain Funds) selected by each Trustee. After the Trustee leaves the Board, benefits will be paid in a lump sum or in annual installments over 5, 10, 15 or 20 years, as requested by the Trustee. The Board may waive the mandatory retirement policy for the Trustees, which would delay the commencement of benefit payments until after the Trustee eventually retires from the Board. Pursuant to a separate deferred compensation plan, Trustees also have the option to defer payments of

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their basic retainer, additional retainers and/or meeting fees and allocate those amounts to notional investments in TIAA-CREF Fund Complex products (such as certain CREF annuities and/or certain Funds) selected by each Trustee. Benefits under that plan are also paid in a lump sum or annual installments over 5, 10, 15 or 20 years, as requested by the Trustee. The compensation table above does not reflect any payments under the long-term compensation plan.

The Trust has adopted a mandatory retirement policy for its Board of Trustees. Under this policy, Trustees shall cease to be members of the Board and resign their positions effective as of no later than the completion of the last scheduledin-person meeting of the Board while such persons are 72 years of age. Such requirement may be waived with respect to one or more Trustees for reasonable time periods upon the unanimous approval and at the sole discretion of the Board, and the Trustees eligible for the waiver are not permitted to vote on such proposal regarding their waiver.

Committees

The Board has appointed the following standing committees, each with specific responsibilities for aspects of the Trust’s operations, and whose charters are available upon request. In addition, the Board has established a special committee. These committees, which each consist of only independent Trustees, are:

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The following table lists the current membership of each standing committee and the number of meetings each committee held in 2018.

The Committee reviews the information submitted on the backgrounds and qualifications of those persons recommended. Although the Trust does not have a formal policy regarding diversity, in preparing a slate of Trustee candidates, the Committee seeks to ensure a broad, diverse representation of academic, business and professional experience and gender, race and age.

Recommendations from Shareholders regarding nominations

Shareholders may submit recommendations to the Committee by forwarding the names and background of nominees to the Corporate Secretarymajority of the TIAA-CREF Funds, by submitting candidate recommendations to the following website:www.tiaa.org/crefnominee or mailing the information to the Corporate Secretary of the TIAA-CREF Funds, 730 Third Avenue, New York,NY 10017-3206.

Qualifications of nominees

The Board has determined that its members should be individuals who can contribute sound business judgment to Board deliberations and decisions, based on their relevant business, management, professional, academic or governmental service experience. Candidates for the Board should have reached a senior level in their chosen field, be of uncompromised integrity, and be able to fulfill their responsibilities as Trustees without conflict with the Trust. At least one Trustee should qualify as an audit committee financial expert for service on the Audit and Compliance Committee. Each Trustee should be prepared to devote substantial time and effort to the Trust’s Board duties and should limit the number of his or her other board memberships in order to provide such service to the Trust. One consideration for candidates for the Board is that they be individuals with prior and/or ongoing academic experience, and a demonstrated ability to work in a constructive manner with other Board members and management.

When seeking to fill a specific opening on the Board, the Committee will consider the specific needs of the Board at the time to assure an overall balance and range of specialized knowledge, skills, expertise and diversity to provide the foundation for a successful Board.

A candidate for service as an independent Trustee must not be an “interested person,” as that termoutstanding voting securities” is defined in the 1940 Act as the lesser of the Trustvote of (i) 67% or Advisors. Each candidate must providemore of the shares of the Fund entitled to vote thereon present at the Meeting if the holders of more than 50% of such information requestedoutstanding shares are present in person (virtually) or represented by proxy; or (ii) more than 50% of such outstanding shares of the Fund entitled to vote thereon. For purposes of determining the approval of the Proposal, abstentions will have the same effect as shares voted against the Proposal. Broker non-votes are shares held by brokers or nominees, typically in “street name,” as to which (i) instructions have not been received from beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter). Broker non-votes typically occur when both routine and non-routine proposals are being considered at a meeting. Because the single matter presented at the Meeting is a “non-routine” matter for which a broker or nominee does not have discretionary voting power under New York Stock Exchange rules, the Fund does not expect there to be any broker non-votes at the Meeting.

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If approved by shareholders of the Fund, the change in diversification status and removal of the fundamental investment restriction will become effective when the Fund’s Prospectus and Statement of Additional Information are revised or supplemented to reflect the approval of the Proposal. If the Proposal is not approved by the TrustFund’s shareholders, the Fund will remain diversified and the current fundamental investment policy will remain in effect and the portfolio managers will continue to manage the Fund pursuant to its applicable investment policies, parameters and restrictions in light of prevailing market and economic conditions.

ADDITIONAL INFORMATION

Attending the Meeting

In light of public health concerns regarding the ongoing coronavirus (COVID-19) pandemic, the Meeting will be held in a virtual meeting format only. Shareholders will not be able to attend the Meeting in person. Shareholders are entitled to participate in the Meeting only if you were a shareholder of the Fund as mayof the close of business on the Record Date, or if you hold a valid proxy for the Meeting. Shareholders will not be reasonably necessaryable to enableattend the BoardMeeting in person.

You will be able to assessattend the candidate’s eligibility.Meeting online and submit your questions during the Meeting by visiting [meetings.computershare.com/]. You also will be able to vote your shares online by attending the Meeting by webcast. To participate in the Meeting, you will need to log on using the control number from your proxy card or Meeting notice. The control number can be found in the shaded box.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.

The online Meeting will begin promptly at [2:00 p.m., Eastern Time on [______], 2021. You are encouraged to access the Meeting prior to the start time leaving ample time for the check in.

To register to attend the Meeting online by webcast, you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and e-mail address to [shareholdermeetings@computershare.com]. You must contact the bank or broker who holds your shares to obtain your legal proxy. Requests for registration must be labeled as “Legal Proxy” and be received no later than [5:00 p.m., Eastern Time, three business days prior] to the Meeting date.

You will receive a confirmation of your registration by e-mail after your registration materials are received.

Requests for registration should be directed to us by e-mailing an image of your legal proxy to [shareholdermeetings@computershare.com].

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Principal Shareholders

The persons who held of record more than 5% of any class of shares of the Fund, as of September 17, 2021, are set forth on Appendix A. To the knowledge of the Fund, as of September 17, no shareholder owned, beneficially or of record, more than 5% of any class of shares of any Fund, except as provided in Appendix A.

Information About the Fund’s Adviser, Administrator and Distributor

The Adviser and Administrator

Teachers Advisors, LLC, the Fund’s investment adviser and administrator, offers advisory and investment management services to a broad range of clients, including investment companies and other pooled investment vehicles. The Adviser has overall responsibility for management of the Fund, oversees the management of the Fund’s portfolio, manages the Fund’s business affairs and provides certain clerical, bookkeeping and other administrative services. The Adviser is located at 730 Third Avenue, NY, NY 10017. The Adviser is a subsidiary of Nuveen, LLC (“Nuveen”), the investment management arm 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. As of August 31, 2021, Nuveen managed approximately $[__] trillion in assets, of which approximately $[____] billion was managed by the Adviser.

The Distributor

Nuveen Securities, LLC, 333 West Wacker Drive, Chicago, Illinois 60606, serves as the distributor for the Fund’s shares. The Distributor is a subsidiary of Nuveen and TIAA.

Shareholder communications with Trustees

Letters or emails from Shareholdersshareholders addressed to the Board or individual Trustees may be sent to the TIAA-CREF Funds Trustees c/o Corporate Secretary, 730 Third Avenue, New York, NY 10017-3206 or via email to: trustees@tiaa.org. Certain communications will be forwarded to the Board’s Chairman and the Chairman of the Nominating and Governance Committee and, if directed to an individual Trustee, such Trustee, in accordance with established policies concerning Shareholdershareholder communications that have been approved by a majority of independent Trustees.

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