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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.
20549


FORM 10-Q

|                                                                                            | 
|------------------------------------------------------------------------------------------- | 
|(Mark One)                                                                                 
|x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
 THE SECURITIES EXCHANGE ACT OF 1934 
|For the
 quarterly period ended March 31, 2008                                             
|                                                                                           
|OR                                                                                         
|                                                                                            | 
|o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
 THE SECURITIES EXCHANGE ACT OF 1934
|For the
 transition period from ____________________ to ____________________               

Commission file number: 333-141315

TIAA-CREF U.S. REAL ESTATE FUND I, L.P.(Exact name of registrant as specified in its charter)

|                                  |  |                    
|--------------------------------- |  | -------------------
|NEW YORK                          |  | NOT APPLICABLE     
|(State or other jurisdiction      |  | (I.R.S. Employer   
|of incorporation or organization) |  | Identification No.)

C/O TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
730 THIRD AVENUE
NEW YORK, NEW YORK 10017-3206
(Address of principal executive offices, including zip code)

Registrants telephone number, including area
code: (212) 490-9000

Indicate by
check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

YES
o          NO
x

Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definition
of accelerated filer and large accelerated filer in Rule 12b-2 of the
Exchange Act.

|                           |  |                             
|-------------------------- |  | ----------------------------
|Large
 accelerated filer o |  | Accelerated
 filer o        
|                           |  |                             
|Non-accelerated
 filer x   |  | Smaller
 Reporting Company o

(Do not check
if a smaller reporting company)

Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act).

YES
o          NO
x

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PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS.

INDEX TO CONSOLIDATED FINANCIAL
STATEMENTS
TIAA-CREF U.S. REAL ESTATE FUND I, L.P.
MARCH 31, 2008

|                                                  |  |     
|------------------------------------------------- |  | ----
|                                                  |  | Page
|                                                  |  |     
|Consolidated Statements of Assets and Liabilities |  | 3   
|                                                  |  |     
|Consolidated Statement of Operations              |  | 4   
|                                                  |  |     
|Consolidated Statements of Changes in Net Assets  |  | 5   
|                                                  |  |     
|Consolidated Statement of Cash Flows              |  | 6   
|                                                  |  |     
|Notes to the Consolidated Financial Statements    |  | 7   

2

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TIAA-CREF U.S. REAL ESTATE FUND I, L.P.
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

|                                     |  |                  |           |                     |   |       | 
|------------------------------------ |  | ---------------- | --------- | ------------------- | - | ----- | 
|                                     |  | March 31,
  2008 |           | December 31,
  2007 |  
|                                     |  |                  |           |                     |  
|                                     |  | (Unaudited)      |           |                     |   |      
|ASSETS                               |  |                  |           |                     |   |       | 
|                                     |  |                  |           |                     |   |       | 
|TOTAL INVESTMENTS                    |  | $                |          |                     | $ |      | 
|                                     |  |                  |           |                     |   |       | 
|                                     |  |                  |           |                     |   |       | 
|Cash                                 |  |                  | 2,234     |                     |   | 1,613 | 
|Deferred
  offering costs (Note 4)   |  |                  | 986,463   |                     |   |      | 
|                                     |  |                  |           |                     |   |       | 
|TOTAL ASSETS                         |  |                  | 988,697   |                     |   | 1,613 | 
|                                     |  |                  |           |                     |   |       | 
|                                     |  |                  |           |                     |   |       | 
|LIABILITIES                          |  |                  |           |                     |   |       | 
|Due to Asset
  Manager (Note 4)      |  |                  | 1,253,305 |                     |   | 1,513 | 
|                                     |  |                  |           |                     |   |       | 
|TOTAL LIABILITIES                    |  |                  | 1,253,305 |                     |   | 1,513 | 
|                                     |  |                  |           |                     |   |       | 
|                                     |  |                  |           |                     |   |       | 
|NET ASSETS                           |  |                  |           |                     |   |       | 
|Initial
  Limited Partner            |  |                  | (265,603  | )                   |   | 100   | 
|General
  Partner                    |  |                  | 995       |                     |   |      | 
|                                     |  |                  |           |                     |   |       | 
|TOTAL NET ASSETS                     |  | $                | (264,608  | )                   | $ | 100   | 
|                                     |  |                  |           |                     |   |       | 
|                                     |  |                  |           |                     |   |       | 
|NUMBER OF UNITS OUTSTANDING (Note 5) |  |                  | 1         |                     |   |      | 
|                                     |  |                  |           |                     |   |       | 
|                                     |  |                  |           |                     |   |       | 
|NET ASSETS PER UNIT                  |  | $                | (264,608  | )                   | $ |      | 
|                                     |  |                  |           |                     |   |       | 

See Accompanying Notes to the Consolidated Financial Statements

3

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TIAA-CREF U.S.REAL ESTATE FUND I, L.P.
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)

|                                                       |  |                                               |          |  
|------------------------------------------------------ |  | --------------------------------------------- | -------- | -
|                                                       |  | For the Three
  Months Ended
  March 31, 2008 |         
|                                                       |  |                                               |         
|                                                       |  |                                               |          |  
|INVESTMENT INCOME                                      |  | $                                             |         |  
|                                                       |  |                                               |          |  
|                                                       |  |                                               |          |  
|EXPENSES                                               |  |                                               |          |  
|Organizational costs (Note
4)                          |  |                                               | 263,537  |  
|Commitment Fee                                         |  |                                               | 1,250    |  
|Bank Fees                                              |  |                                               | 312      |  
|                                                       |  |                                               |          |  
|TOTAL EXPENSES                                         |  |                                               | 265,099  |  
|                                                       |  |                                               |          |  
|                                                       |  |                                               |          |  
|NET INVESTMENT LOSS BEFORE ASSET MANAGEMENT FEES       |  |                                               | (265,099 | )
|                                                       |  |                                               |          |  
|Asset management fees (Note
3)                         |  |                                               | 609      |  
|                                                       |  |                                               |          |  
|NET INVESTMENT LOSS                                    |  |                                               | (265,708 | )
|                                                       |  |                                               |          |  
|                                                       |  |                                               |          |  
|NET DECREASE IN NET ASSETS RESULTING FROM
  OPERATIONS |  | $                                             | (265,708 | )
|                                                       |  |                                               |          |  

See Accompanying Notes to the Consolidated Financial Statements

4

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TIAA-CREF U.S. REAL ESTATE FUND
I, L.P.CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)

|                                           |  |                  |       |                  |   |          |   |   |          |  
|------------------------------------------ |  | ---------------- | ----- | ---------------- | - | -------- | - | - | -------- | -
|                                           |  | General
 Partner |       | Limited
 Partner |   | Total    |  
|                                           |  |                  |       |                  |   |          |  
|                                           |  |                  |       |                  |   |          |   |   |          |  
|Net
 Assets - February 2, 2007 (Inception) |  | $                |      |                  | $ |         |   | $ |         |  
|                                           |  |                  |       |                  |   |          |   |   |          |  
|Capital
 Contributions                     |  |                  |      |                  |   | 100      |   |   | 100      |  
|                                           |  |                  |       |                  |   |          |   |   |          |  
|                                           |  |                  |       |                  |   |          |   |   |          |  
|Net
 Assets - December 31, 2007            |  | $                |      |                  | $ | 100      |   | $ | 100      |  
|                                           |  |                  |       |                  |   |          |   |   |          |  
|                                           |  |                  |       |                  |   |          |   |   |          |  
|Capital
 Contributions                     |  |                  | 1,000 |                  |   |         |   |   | 1,000    |  
|                                           |  |                  |       |                  |   |          |   |   |          |  
|Loss Allocation                            |  |                  | (5    | )                |   | (265,703 | ) |   | (265,708 | )
|                                           |  |                  |       |                  |   |          |   |   |          |  
|                                           |  |                  |       |                  |   |          |   |   |          |  
|Net
 Assets - March 31, 2008               |  | $                | 995   |                  | $ | (265,603 | ) | $ | (264,608 | )
|                                           |  |                  |       |                  |   |          |   |   |          |  

See Accompanying Notes to the Consolidated Financial Statements

5

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TIAA-CREF U.S. REAL ESTATE FUND
I, L.P. CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)

|                                                                                                                          |  |                                             |           |  
|------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------- | --------- | -
|                                                                                                                          |  | For the Three
 Months Ended
 March 31, 2008 |          
|                                                                                                                          |  |                                             |          
|                                                                                                                          |  |                                             |           |  
|CASH
 FLOWS FROM OPERATING ACTIVITIES                                                                                     |  |                                             |           |  
|Net decrease in net assets resulting from
 operations                                                                     |  | $                                           | (265,708  | )
|Adjustments to reconcile net decrease in
 net assets resulting from operations to net cash used in operating
 activities: |  |                                             |           |  
|Increase in other assets:                                                                                                 |  |                                             |           |  
|Deferred offering costs                                                                                                   |  |                                             | (986,463  | )
|Increase in operating
liabilities:                                                                                        |  |                                             |           |  
|Due to Asset Manager                                                                                                      |  |                                             | 1,251,792 |  
|                                                                                                                          |  |                                             |           |  
|NET
 CASH USED IN OPERATING ACTIVITIES                                                                                    |  |                                             | (379      | )
|                                                                                                                          |  |                                             |           |  
|                                                                                                                          |  |                                             |           |  
|CASH FLOWS FROM FINANCING
 ACTIVITIES                                                                                     |  |                                             |           |  
|Capital contributions                                                                                                     |  |                                             | 1,000     |  
|                                                                                                                          |  |                                             |           |  
|                                                                                                                          |  |                                             |           |  
|NET
 CASH PROVIDED BY FINANCING ACTIVITIES                                                                                |  |                                             | 1,000     |  
|                                                                                                                          |  |                                             |           |  
|                                                                                                                          |  |                                             |           |  
|NET
 INCREASE IN CASH                                                                                                     |  |                                             | 621       |  
|                                                                                                                          |  |                                             |           |  
|                                                                                                                          |  |                                             |           |  
|CASH                                                                                                                      |  |                                             |           |  
|Beginning of period                                                                                                       |  |                                             | 1,613     |  
|                                                                                                                          |  |                                             |           |  
|End of period                                                                                                             |  | $                                           | 2,234     |  
|                                                                                                                          |  |                                             |           |  

See Accompanying Notes to the Consolidated Financial Statements

6

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TIAA-CREF U.S.
REAL ESTATE FUND I, L.P.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1  Organization

TIAA-CREF U.S.
Real Estate Fund I, L.P. (the Fund) was organized as a limited partnership on
February 2, 2007 under the laws of the state of Delaware. The Fund is a
closed-end fund, which is designed to invest primarily in a diversified
portfolio of high quality core real estate assets. The date for the dissolution
of the Fund will be the end of the seventh year following the termination of
the offering period, unless the Funds general partner in its sole discretion
elects to make up to three extensions of one year each. Under certain limited
circumstances, the Fund may be dissolved sooner.

The Fund has
established a new investment vehicle, and its planned principal operations have
recently commenced. The Fund has commenced its offering of partnership units to
the public. As of March 31, 2008 and as of the date of this report, the Fund
has not acquired real estate properties or any real estate related investments.
The initial limited partner investment of $100 was made by Teachers Insurance
and Annuity Association of America (TIAA).

The Fund
currently has one general partner (described below) and owns 100% of the
interests of TIAA-CREF USREF I REIT, LLC, a Delaware limited liability company,
which was formed on February 2, 2007 (the REIT subsidiary). The REIT
subsidiary currently holds no real estate or real estate related assets. In
addition, the Fund may form one or more other subsidiaries to hold real estate
and real estate related investments, and the Fund may possibly hold real estate and real estate related assets
directly. The Fund intends to operate the REIT subsidiary such that the REIT
subsidiary will satisfy the requirements allowing it to qualify as a real
estate investment trust (REIT) under the terms of the Internal Revenue Code
of 1986, as amended (the Code).

TIAA-CREF
USREF I GP, LLC, a Delaware limited liability company formed on February 2,
2007 and an indirect, wholly owned subsidiary of TIAA (the General Partner),
has ultimate responsibility for oversight and policy-making with respect to the
Fund and its subsidiaries. The General Partner has appointed Teachers Advisors,
Inc., a registered investment adviser with the Securities and Exchange
Commission (the SEC), to act as the asset manager (the Asset Manager),
providing asset and investment management services to the Fund. The Asset
Manager is an indirect, wholly owned subsidiary of TIAA.

The Fund
intends to sell up to $300,000,000 worth of units of limited partnership
interests to the public in an offering registered under the Securities Act of
1933, as amended. In addition, TIAA has irrevocably committed to make up to a
$50,000,000 contribution to the Fund to acquire units of limited partnership
interest. On March 14, 2008, the Funds Registration Statement on Form S-11
(SEC File No. 333-141315) (the Registration Statement), on which the offering
of limited partnership interests has been registered, was declared effective by
the SEC. The proceeds of TIAAs contributions (when and as called) are
currently available for use by the Fund to purchase real estate and real estate
related investments, and for any other purpose permitted under the Funds
Amended and Restated Limited Partnership Agreement, dated as of March 14, 2008
(the Partnership Agreement). TIAAs units do not have voting rights for
certain partnership matters but otherwise generally have the same rights as
that of all other limited partners. In November 2007, and as contemplated in
the Partnership Agreement, the General Partner agreed to make a capital
contribution to the Fund equal to $1,000 (in exchange for one unit of limited
partnership interest). During the three months ended March 31, 2008, the
General Partner made the $1,000 capital contribution described above.

The Asset
Manager will provide all asset and investment management services to the Fund,
including asset selection, portfolio management, real estate and capital
markets research, acquisition, disposition, development, financing, asset management,
financial management and investor services in accordance with the Funds
investment objectives, policies, guidelines, strategy and limitations. These
services are provided by employees and executives of TIAA under a separate
service arrangement between the Asset Manager and TIAA.

7

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Teachers
Personal Investors Services, Inc. (TPIS), a registered broker-dealer and an
affiliate of TIAA, the General Partner and the Asset Manager (the
Broker-Dealer), serves as the distributing broker-dealer in the offering of
units, and such units are offered on a best efforts basis, which means
generally that the Broker-Dealer is required to use only its best efforts to
sell the units, and it has no firm commitment or obligation to purchase any of
the units.

The offering
of units of limited partnership interest will terminate not later than
September 14, 2009, or such later date as may be determined by the General
Partner and TPIS, in their sole discretion. In no event will the offering
extend beyond March 14, 2010 (two years from the date of the Funds prospectus,
dated March 14, 2008, relating to such offering). If subscriptions for at least
150,000 units from public investors are not received by the termination of the
offering, no units will be sold. Units purchased by TIAA and its affiliates
will not be counted for purposes of determining whether the minimum number of
units has been sold.

Note 2  Significant Policies

Basis of Presentation

In June 2007,
the Accounting Standards Executive Committee (AcSEC) of the American
Institute of Certified Public Accountants (AICPA) issued Statement of
Position (SOP) 07-1, Clarification of the Scope of the Audit and Accounting
Guide Investment Companies and Accounting by Parent Companies and Equity Method
Investors for Investments in Investment Companies. The SOP clarifies which
entities are required to apply the provisions of the Investment Companies Audit
and Accounting Guide (Guide) and provides guidance on accounting by parent
companies and equity method investors for investments in investment companies.
Management performed an analysis of the requirements of SOP 07-1 and
accordingly the Fund early adopted SOP 07-1 effective as of the Funds
inception date and has applied the provisions of the Guide which, among other
things, require that investments are reported at fair value in the Funds
financial statements. In February 2008, the FASB issued a final Staff Position
indefinitely deferring the effective date of SOP 07-1. The deferral applied to
entities that have not already adopted SOP 07-1. Additional required
disclosures under the Guide will be made as the Fund makes investments and as
applicable.

Principles of Consolidation

The
accompanying consolidated financial statements include the accounting of the
Fund and all entities in which the Fund has a controlling interest. All
intercompany transactions have been eliminated that apply the provisions of the
Guide in consolidation.

Basis of Accounting

The
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of the consolidated financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue and expenses. The information reflects all adjustments
which, in the opinion of management, are necessary for a fair statement of the
results for the period presented. All such adjustments are of a normal,
recurring nature. Actual results could differ from those estimates. The
following is a summary of the significant accounting policies which are
consistently followed by the Fund:

The Fund
expects to record investments and related mortgage loans payable, if any, at
fair value. Fair value is based upon quoted market prices, where available. If
listed prices or quotes are not available, fair value is based upon
vendor-provided, evaluated prices or internally-developed models that primarily
use market-based or independently-sourced market data, including interest rate
yield curves, market spreads, and currency rates. Valuation adjustments may be
made to reflect credit quality, the Funds creditworthiness, liquidity,
and other observable and unobservable data that are applied consistently over
time. Effective January 1, 2008, the Fund adopted the provisions of FASB Statement
No. 157, Fair Value Measurements and will apply the
appropriate disclosures as the Fund acquires investments.

8

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The methods
described above are considered to produce a fair value calculation that
represents a good faith estimate as to what an unaffiliated party in the market
place would pay to purchase the asset or would receive to transfer the
liability. Since fair value calculations involve significant professional
judgment in the application of both observable and unobservable attributes,
actual realizable values or future fair values may differ from amounts
reported.

Cash

Cash
represents cash on deposit in banks and other financial institutions.

Deferred Offering Costs

Deferred
offering costs represent costs associated with the preparation of the initial
registration statement and qualification of the offering in all applicable
jurisdictions, typesetting and printing of the prospectus, federal and state
registration fees and tax opinion fees and will be charged to partners capital
accounts upon the sale of the units.

Federal Income Taxes

The Fund is
treated as a partnership and not as a corporation for U.S. federal income tax
purposes. The Fund will not pay U.S. federal income tax. Instead, each partner
will be required to report on its U.S. federal income tax return its
distributive share of the Funds income or gain, whether or not it receives any
actual distribution of money or property from the Fund during the taxable year.

The REIT
subsidiary expects to make elections to be taxed as a real estate investment
trust under Sections 856 through 860 of the Code and is required to distribute
90% of its taxable income to its shareholders, as required, to maintain its
status as a REIT. If the REIT subsidiary fails to qualify as a real estate
investment trust, the REIT subsidiary will be subject to federal income tax.

Note 3  Management Fees

The Fund pays
the Asset Manager a fee of 1.25% per annum of the gross asset value (including
indebtedness) of the Funds assets (payable quarterly in arrears).

Note 4  Related Party Transactions

Under the
terms of the Partnership Agreement, the Fund is obligated to pay organizational
costs incurred in the creation of the Fund, General Partner, and the REIT
subsidiary. Organizational costs include partnership filing costs, audit fees
related to the initial registration and initial financial statement audits as
well as various legal startup fees. The reimbursement of these costs to the
Asset Manager was contingent on the commencement of the public offering (which
occurred on March 14, 2008).

Organizational
costs, up to $1,250,000 in the aggregate, can be paid directly by the Fund or
may be reimbursed by the Fund to the General Partner, Asset Manager or their
affiliates. Any amount of organizational costs in excess of $1,250,000 will be
borne by the Asset Manager. Organizational costs fall into one of two
categories. Certain organizational costs, including costs associated with
preparing the initial registration statement and qualification of the offering
in all applicable jurisdictions, typesetting and printing of the prospectus,
federal and state registration fees and tax opinion fees are classified as
offering costs and will be accumulated until the offering period has closed.
Upon the sale of the units, all such costs will be charged to partners capital
accounts. All other organizational costs that are not deemed offering costs (as
they do not fall into the categories specified above) will be accumulated until
the commencement of the offering and at such time, all such costs will be
expensed. Prior to December 31, 2007, the Asset Manager, General
Partner or their affiliates had incurred in excess of the $1,250,000
organizational, offering and related costs. The break out of the $1,250,000
start up costs incurred by the Fund has been categorized as follows: $263,537
pertains to organizational costs which were expensed during the three months
ended

9

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March 31, 2008, and $986,463 has been classified as deferred offering
costs, and will remain as such until the sale of the units.

The Due to
Asset Manager account represents amounts that were paid to the Asset Manager
on behalf of the Fund for organizational costs. Organizational costs paid by
any affiliate for any services rendered in connection with the organizational
or acquisition phase of the Fund were the responsibility of such affiliate
until operation of the Fund began.

Note 5  Contingencies

The Number of Units Outstanding on the Consolidated Statements of Assets and Liabilities refers to the aggregate amount of
 capital contributions funded by the Funds partners, divided by $1,000
 (the purchase price of one Interest in the Fund). TIAA has been issued 50,000
 Interests (as defined in the Partnership Agreement) in the Fund, representing
 its irrevocable commitment to contribute up to $50,000,000 in the aggregate.
 As of March 31, 2008, TIAA had not contributed any amounts pursuant to its commitment.
 As discussed in Note 1, the General Partner has contributed $1,000 and has been
 issued one Interest in the Fund. The General Partner is not obligated to make
further capital commitments or capital contributions to the Fund.

During the
normal course of business, the Fund will enter into discussions and agreements
to purchase real estate properties. As of March 31, 2008, there were no
outstanding commitments to purchase a property.

In the normal
course of business, the Fund may be involved in claims or legal actions
relating to the ownership and operations of its properties and its business. As
of March 31, 2008, there are no lawsuits in which the Fund is a party.

Note 6  New Accounting Pronouncements

In September
2006, FASB issued Statement No. 157, Fair Value Measurements. This
Statement defines fair value, establishes a framework for measuring fair value
under generally accepted accounting principles in the United States, and requires
additional disclosures about fair value measurements. This Statement does not
require any new fair value measurements, but the application of this Statement
could change current practices in determining fair value. This Statement is
effective January 1, 2008 for the Fund. The adoption of Statement 157 did not
impact the Funds financial position or results of operations.

In February
2007, FASB issued Statement No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities. This Statement permits entities to choose
to measure financial instruments and certain other items at fair value and is
expected to expand the use of fair value measurement when warranted. The Fund
effectively adopted Statement 159 on January 1, 2008 and plans to report all
future Mortgage Loans Payable at fair value using this Statement. The adoption
of Statement 159 did not impact the Funds financial position or results
of operations.

In December
2007, FASB issued Statement No. 141(R), Business Combinations, which
establishes principles and requirements for how the acquirer shall recognize
and measure in its financial statements the identifiable assets acquired,
liabilities assumed, any noncontrolling interest in the acquired and goodwill
acquired in a business combination or a gain from a bargain purchase. This
Statement is effective for business combinations for which the acquisition date
is on or after the beginning of the first annual reporting period beginning on
or after December 15, 2008. The Fund is currently assessing the impact that
Statement No. 141(R) will have on its financial position and results of
operations.

In December
2007, FASB issued Statement No. 160, Noncontrolling Interests in Consolidated
Financial Statements  an Amendment of ARB No. 51, which establishes and
expands funding and reporting standards for minority interests, which will be
re-characterized as noncontrolling interests, in a subsidiary and the deconsolidation
of a subsidiary. This Statement is effective for fiscal years beginning on or
after

10

---



December 15, 2008. The Fund is currently assessing the potential impact
that Statement No. 160 will have on its financial position and results of
operations.

|        |                                                                                        
|------- | ---------------------------------------------------------------------------------------
|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF
 FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The
following discussion and analysis of our financial condition and results of
operations should be read together with our financial statements and notes
contained in this report and with consideration to the sub-section entitled
Forward-Looking Statements, which begins below. The past performance of the
Fund is not indicative of future results.

Forward-Looking Statements

Some
statements in this Form 10-Q which are not historical facts may be
forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934 and the Private Securities Litigation Reform
Act of 1995. Forward-looking statements include statements about managements
expectations, beliefs, intentions or strategies for the future, include the
assumptions underlying these forward-looking statements, and are based on
current expectations, estimates and projections about the real estate industry,
markets in which the Fund operates, managements beliefs, assumptions made by
management and the transactions described in this Form 10-Q. Forward-looking
statements can be identified by the use of forward-looking terminology such as
believes, expects, may, will, would, could,
should, seeks,
intends, plans, projects, estimates or anticipates or the negative of
these words and phrases or similar words or phrases. Forward-looking statements
can also be identified by discussions of strategy, plans or intentions.

The
forward-looking statements contained in this Form 10-Q reflect our beliefs,
assumptions and expectations of our future performance, taking into account
information currently available to us. These beliefs, assumptions and
expectations are subject to risks and uncertainties and can change as a result
of many possible events or factors, not all of which are known to us. If a
change occurs, our business, financial condition, liquidity and results of
operations may vary materially from those expressed in our forward-looking
statements. For more information regarding risks that may cause our actual
results to differ materially from any forward-looking statements, see Item 1A
of Part II of this Form 10-Q entitled Risk Factors.

Caution
should be taken not to place undue reliance on managements forward-looking
statements, which represent managements views only as of the date that this
report is filed. Neither management nor the Fund undertake any obligation to
update publicly or revise any forward-looking statement, whether as a result of
new information, changed assumptions, future events or otherwise.

The
terms we, our and us refer to the TIAA-CREF U.S. Real Estate Fund I,
L.P., and its consolidated subsidiaries, unless the context clearly indicates
otherwise.

First Quarter U.S. Economic and Commercial
Real Estate Overview

TIAA-CREF
U.S. Real Estate Fund I, L.P. (the Fund) was organized on February 2, 2007
and its registration statement on Form S-11 (File No. 333-141315) relating to
the

11

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public offering of its units of limited partnership interest was declared
effective by the SEC on March 14, 2008. The Fund currently owns no property
investments and no real estate related investments. The Fund however, seeks to
invest primarily in high quality, core
commercial real estate, primarily operating properties in the office, retail,
industrial, and multifamily sectors, with a modest exposure to properties with
the potential to add value in order to meet its investment objective of
obtaining favorable long-term returns through rental income and the
appreciation of its real estate holdings.

Commercial
real estate performance and market fundamentals during the first quarter of
2008 remained relatively stable, but the strains of the weakening economy are
beginning to show with vacancy rates rising slightly across each property
sector. As with other industry sectors, commercial real estate sales activity
has been constrained by the current credit crunch, and the number of
transactions were down by more than 49% in first quarter 2008 as compared to
first quarter 2007. According to Real Capital Analytics (RCA), a primary
source of commercial real estate transactions data, the $42 billion in
transactional volume in the first quarter of 2008 represented a 67% decline
over the $128 billion total from first quarter 2007. However, first quarter
2007 represents the peak of commercial real estate sales activity as the period
includes Blackstones $32 billion buyout of Equity Office Properties. Even
though trading volume has been weak, RCA noted that property prices have
largely held firm. Bid-ask spreads have widened considerably, as sellers
remain reluctant to sell at perceived discounts to true value while prospective
buyers hope to acquire properties at perceived discounts. Given this impasse
and the tight credit markets, management expects that transactional activity is
likely to remain depressed through much of 2008.

The
U.S. economy continued to produce very weak economic growth during the first
quarter of 2008, reflecting weak gains in consumer spending, an ongoing credit
crunch and the protracted housing market correction. Payroll employment
declined throughout the first quarter for a total loss of 240,000 jobs and a
drop of another 20,000 in April. Consumers were also harmed by steeply rising
oil prices with crude reaching a cycle high of almost $120 per barrel in April
and gasoline nearing $4 per gallon. At the same time, home values are declining
across most major metropolitan areas, home mortgage delinquencies and
foreclosures are rising, and home sales remain very weak as prospective buyers
wait for a bottom in prices. Retailers are also being harmed as consumers pull
back; several national retailers have filed for bankruptcy, and others are
closing poorly performing stores in the face of a challenging economic
environment.

In
the Federal Reserve Boards April 2008 Beige Book, which reports on economic
conditions in the twelve Federal Reserve Districts (Districts) through
March 31, 2008, the Federal Reserve Board characterized economic conditions as
having weakened since its March publication. It noted that consumer spending,
which was positively assisted by international tourist spending, generally softened
across most Districts, commercial real estate activity was steady in three
Districts but softening in the other nine, and the housing market was weak in
all Districts. Tighter lending standards were noted for both commercial and
residential real estate loans. This update supports the consensus economic
outlook as reported in the Blue Chip Financial Forecasts dated May 1, 2008
which calls for slightly negative GDP growth in the second quarter followed by
a very slow 1.6%

12

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per quarter growth rate for the second half of the year.
Despite the weak economic performance, office market vacancy rates increased
slightly in the first quarter compared with the prior year.

The
Federal Reserve has taken aggressive steps to stimulate economic activity in
the face of what the majority of economists are deeming a probable recession.
The Federal Open Market Committee (FOMC) cut the federal funds rate
in each of January, March, and April 2008, by a total of 150 basis points bringing
it to 2.00% from 5.25% set in June 2007. On balance, the lower federal funds
rate has done little to stimulate credit markets because spreads have widened
to offset the easing leaving interest rates no lower. The more powerful actions
taken by the Federal Reserve include introducing more flexibility in lending
to banks along with allowing, if not encouraging, investment banks to borrow
as well using their illiquid structured assets as collateral. This accommodation
was initiated with the Federal Reserves credit loss backstop, which enabled
the acquisition of Bear Stearns by JP Morgan Chase. The rescue of Bear Stearns
appears to have effectively calmed financial markets, but credit remains tight
reflecting, in part, the lags that usually occur between monetary easing and
its impact on economic activity.

Management
believes that the full economic effect of the recent economic deterioration has
yet to fully impact real estate markets and, while economic conditions are
likely to weaken further, commercial real estate market fundamentals should remain
stable to slightly declining in the near term. Management believes that the
likelihood of ongoing negative pressures on markets remain high in the near
term. At the same time, current commercial real estate fundamentals are, for
the most part, in solid shape, and therefore suggest a capacity to weather
these pressures.  While the erosion in employment will
dilute the demand for space, the effects should be mitigated by the modest flow
of new construction due for delivery over the year ahead. In addition to near-term
macroeconomic conditions that impact the supply and demand for commercial real
estate, the performance of the Fund can also be affected by geopolitical risks,
industry or sector slowdowns, and event risk affecting individual properties,
tenants, or geographies.

While management cannot predict the exact nature or
timing of such changes or the magnitude of their impact on the Fund (in
particular as it impacts the selection of properties and/or the performance of
those properties once purchased), managements experience has demonstrated
that market fluctuations can and will take place without advance notice, and
any significant changes could have a direct and meaningful impact on the pricing
and availability of suitable real estate in the sectors in which the Fund will
invest, as well as the returns of the Fund. Please refer to the section
entitled Item 1A. Risk Factors, included in Part II of this Form
10-Q for a more detailed description of the risks associated with an investment
in the Fund.

Real Estate Market Update by Property Type

(Commercial
real estate market statistics discussed in this section are obtained by the
Fund from sources that management considers reliable, but some of the data is
preliminary for the quarter ended March 31, 2008 and may be subsequently
revised. Prior period data may have been adjusted to reflect updated
calculations. Investors should not rely exclusively on the

13

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data presented below
in forming a judgment regarding the current or prospective performance of the
commercial real estate market generally.)

As
noted elsewhere in this Form 10-Q, as of the date hereof, the Fund does not own
any properties and as of the date hereof, management has not identified any
properties in which there is a reasonable probability that we will invest. The
Funds investment strategy is to create and actively manage a portfolio
of U.S. real estate investments, diversified by asset type and geographic location,
with a substantial majority of such properties to be located in the 50 largest
U.S. markets. While management will retain discretion over the size of a
particular investment and the aggregate number of real estate investments made
over the life of the Fund, management expects that the substantial majority of
transactions will involve a gross asset value (including any leverage which may
be incurred on a particular property) of between $10 million and $90 million.
At least 80% of the Funds investment portfolio (determined at the end of
the Funds investment period but based on their gross asset values at the
time of acquisition) is expected to consist of U.S. core real estate assets (in
the office, retail, industrial and multifamily sectors). The Fund will seek to
acquire well located, well leased properties with an emphasis on current cash
flow before debt service. General economic conditions and those conditions impacting
commercial real estate (including those discussed below as well as elsewhere
in this Form 10-Q) could have a meaningful impact on our ultimate selection of
properties (including the price of such properties, the leverage placed on such
properties, the markets in which such properties are located and the sectors
in which such properties are contained), and the performance and profitability
of such properties.

The
United States economy continued to weaken during the first quarter of 2008. The
U.S. Bureau of Labor Statistics reported that payroll employment in the United
States declined by 232,000 in the first quarter of 2008 as compared to a gain
of 241,000 jobs during the fourth quarter of 2007. The downturn has been
broadly based with only the education & health care, leisure &
hospitality, and government sectors growing, and most other sectors
contracting. Despite the weaker economic activity, commercial real estate
fundamentals remained stable, although vacancy rates began to increase slightly
in certain markets and rents have begun to flatten after an extended period of
growth.

Payroll
employment growth in many metropolitan areas was positive in the first quarter
of 2008. For example, employment growth was strong in Houston (3.5%), due to
    an expanding energy sector, and more modest in San Francisco (2.1%), Boston
    (1.4%) and Washington, D.C. (1.1%). Growth in employment is highly correlated
    with tenant demand for commercial real estate. Financial activities along
    with professional and business services, both key office-using sectors, shed
    24,000 and 95,000 jobs, respectively, during the first quarter of 2008. For
professional and business services, this marked the first quarter of employment
losses since 2002. Within the sector, the employment services industrywhich
includes temporary help agencies and is often an indicator of future full-time
hiringcontracted. In financial activities, the credit intermediation
subsector, which includes sub-prime mortgage brokers and related activities,
continues to contract as the housing market slump deepens.  Torto Wheaton Research,
an independent subsidiary of CB Richard Ellis and a widely used source of real
estate market data, reported that

14

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national office market vacancies edged up to
12.9% in the first quarter of 2008, compared to 12.5% in the fourth quarter of
2007. This marked the second consecutive increase in the national office vacancy
rate; previously, the last increase occurred in
early 2003. Office market fundamentals in many of the largest office markets
have remained fairly stable through the first quarter of 2008.

The
moderation of economic activity across the nation has contributed to an
increase in industrial market vacancies. Demand for industrial space is
influenced primarily by the national economic conditions, including industrial
production, international trade flows, as well as employment growth in the
manufacturing, wholesale trade, and transportation and warehousing industries.
The Gross Domestic Product (GDP) for the first quarter of 2008 showed that
the economy grew at a rate of only 0.6%. The nations sluggish economic growth
is reflected in industrial market conditions, as industrial vacancies averaged
9.8% as of first quarter 2008, up from 9.4% at the end of the fourth quarter of
2007. While still near historical lows, this marks the second consecutive
quarterly increase in the industrial vacancy rate. Nationally, many port
markets, particularly those along the West Coast, have experienced weaker
demand for industrial space due to slower import activity. Imports have slowed
dramatically as the weak U.S. dollar has made imported goods more expensive.
However, a surge in U.S. exports has offset much of the drop in imports, though
not all.

The
apartment market also experienced some deterioration in many markets.
Preliminary data from Torto Wheaton Research indicates that rental apartment
market conditions deteriorated during the first quarter of 2008. Vacancy rates
in the nations largest metropolitan markets averaged 5.5% in the first quarter
of 2008, up from 4.7% in the first quarter of 2007. (Year-over-year comparisons
are necessary to account for seasonality in apartment leasing.) Increased
competition from unsold single-family homes and condominiums was partially
responsible for the rise in vacancy rates. Markets which saw some of the
greatest increases in vacancy rates during recent quarters were those which
experienced a significant surge in residential construction, such as Las Vegas,
West Palm Beach, Phoenix, and Fort Lauderdale.

Retail
market conditions also softened in the first quarter of 2008, as vacancies in
neighborhood and community centers rose to 10.1% versus 9.8% in the fourth
quarter of 2007. Despite being pinched by elevated energy prices, job losses
and declining home prices, consumers continued to spend. The U.S. Bureau of
Commerce indicated that retail spending (excluding autos, auto parts, and
gasoline) increased 2.2% in the first quarter of 2008 compared to the first
quarter of 2007 and was essentially flat compared to the fourth quarter of
2007. Torto Wheaton Research noted that vacancy rates declined in 13 of the 41 markets
it tracks, and suggested that the sector may be bottoming.

Management
believes that commercial real estate construction has remained at a sustainable
level. According to Torto Wheaton Research, office construction nationally is
expected to total approximately 74 million square feet in 2008, up from 64
million square feet in 2007, but well below an average of 92 million square
feet during the 1999-2001 construction peak. Similarly, in the industrial
market, Torto Wheaton Research expects approximately 174 million square feet to
be built in 2008, up modestly from 165 million

15

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square feet in 2007, but well
below an average of 245 million square feet during the 1998-2001 construction
peak. Apartment construction is expected to total approximately 220,000 units
in 2008, down from 230,000 units in 2007. Retail construction is also expected to
decline, with 20 million square feet expected in 2008, as compared to nearly 30
million square feet in 2007.

Economic Outlook for the Remainder of 2008

While
commercial real estate fundamentals have remained positive to date despite the
capital markets turmoil of recent months, management expects these fundamentals
to weaken to some degree in the months ahead as a result of a weak economic
growth environment. There is little disagreement among economic forecasters
with regard to the first half of 2008; expectations of very weak, if not
negative, growth are unanimous. Some forecasters are expecting mildly negative
GDP growth during the first half of the year while others are expecting weakly
positive growth. While the difference might determine whether this period is
actually deemed to be a recession, the impact on commercial real
estate will probably not differ much one way or the other. The larger question
is whether economic growth will rebound materially in the second half of the
year. Here, management shares the view among more optimistic forecasters which
calls for a rebound to positive, but still sub-par growth in the third and fourth
quarters largely as a result of the Federal Reserves interest rate cuts that began in
September. This view is shared by the Federal Open Market Committee which is
the policy setting arm of the Federal Reserve. As reported by Chairman Bernanke
in his February 2008 Semiannual Monetary Policy Report to Congress, the FOMC
members believe that GDP growth in 2008 will amount to 1.3% to 2.0% with a
rebound close to or a little above its longer-term trend in 2009 and 2010.
They also expect inflation will be moderate from its 2007 pace.

With
slow growth or mild recession in the first half of 2008, followed by only a
weak rebound in the second half of the year, growth in tenant demand for
office, industrial, and retail space will likely slip, rent growth will likely
slow or flatten, and vacancy rates will probably inch up. The degree of
commercial real estate weakening will be mitigated by the generally balanced
conditions that currently prevail in many if not most metro area markets. In
addition, the credit market constraints now in play, combined with the weaker
demand outlook, will likely constrain new commercial real estate construction
activity into 2009. Constrained additions to supply along with the expected
strengthening in economic growth will set the stage for a repair of
fundamentals in 2009.

Commercial
real estate pricing in the near term will be largely determined by a
combination of factors including the level and uncertainty associated with
Treasury rates, inflation, and the general pricing of risk across all asset
types. Assuming that the period of economic weakness is short-lived, Treasury
rates should achieve a cycle low in the first half of the year and then slowly
rebound as the economy recovers, with transitory volatility as inflation
expectations ebb and flow. Low Treasury rates should cushion the impact of
wider cap rate spreads which, for commercial real estate, are approaching their
long-term norms. Additionally, pricing pressures have so far been concentrated
on properties that are in less attractive locations or have less attractive
investment characteristics. Management believes that such distinctions will
continue in light of the ongoing strong

16

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investor demand for the most attractive
properties. Nonetheless, in light of less available and more expensive
commercial mortgage debt, it is possible that the number of investors pursuing
commercial real estate will be fewer in 2008 than in prior years, contributing to
some easing of pricing pressure across the quality spectrum. There is some
evidence of this in the reduction in transaction volume in recent months
relative to volumes in the prior three years. At the same time, management
believes the quality of commercial mortgage credit is holding up well;
delinquency rates remain very low and distressed sales of commercial property
are not, at this point, prevalent.

It
is managements intent to invest in property investments which are diversified
by both sector and geographic location, that will allow the Fund to weather a
continued slowdown of economic and real estate market conditions. However,
market conditions affecting real estate investments at any given time cannot
be predicted, and any downturn in one or a number of the markets in which the
Fund chooses to invest in could significantly and adversely impact the Funds
investment strategy.

Results of Operations

Three months ended March 31, 2008

There
were no significant operations in the Fund in either the first quarter of 2008
or the first quarter of 2007. The Fund currently has no property investments
    or real estate related investments. As of March 31, 2008, the Fund has a
    Net Decrease in Net Assets due principally to the expensing of organizational
costs upon the commencement of the Funds public offering.

Liquidity and Capital Resources

As
of March 31, 2008 and as of the date of this report, we own no real estate or
real estate related investments, as we have just commenced active operations
    and, as of the date of this report, we have not entered into any arrangements
    creating a reasonable probability that we will acquire any specific property
    or other real estate related investment. The number of our properties and
    other real estate related investments we acquire will depend upon the number
    of units sold and the resulting amount of the net proceeds for investment
    available to us and the amount of funds we are able to borrow. See We
    may not be able to raise sufficient funds to achieve diversification. under Risk
    FactorsRisks
Related to This Offering in Item 1A of Part II of this Form 10-Q.

Teachers
Insurance and Annuity Association of America (TIAA), the parent entity of the
sponsor of the Fund, has irrevocably committed to contribute $50,000,000 to the
Fund to acquire 50,000 units of limited partnership interest. TIAA is obligated
to make a contribution or contributions of its $50,000,000 commitment in cash
(as such capital is required and as such capital is called by our general
partner) for any Fund purpose at any time during the period beginning March 14,
2008 and continuing for 24 months after termination of this offering.
Additionally, our general partner may call for amounts of TIAAs unfunded
commitment for certain specified purposes after this

17

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period. As of March 31,
2008 and as of the date of the report, the Fund has not called TIAAs
commitment.

In
addition, TIAA-CREF USREF I REIT, LLC, a wholly owned subsidiary of the Fund
(described in more detail in Note 1 to the Funds financial statements
contained herein)
 (TC REIT)
has entered (and one or more of our other subsidiaries may in the future enter)
into a $25,000,000 short-term revolving credit facility with TIAA. This credit
facility is unsecured. While we expect to fund our acquisitions of investments
through capital calls from public investors in addition to TIAAs capital
contribution, we may use this credit facility for the purposes of acquiring
real estate related investments as bridge financing in anticipation of a
capital call. This credit facility will bear a variable interest rate initially
equal to the federal funds rate (as such rate changes from time to time) plus
0.68% per annum (based on a 360 day year). In addition, each draw down on the
facility will mature in full and be due and payable not more than 120 days
following such draw (subject to 30 day extensions as may be authorized by TIAA
in its sole discretion), the term of the credit facility will initially be for
364 days following March 14, 2008, unless terminated upon 90 days advance
notice by either TC REIT or TIAA in its sole discretion, and such 364-day term
will automatically renew unless terminated upon prior written notice by either
TC REIT or TIAA. TIAA will be paid an annual commitment fee of 0.1% of the
annual weighted average of the unused portion of the credit facility (based
upon a 360 day year). The proceeds of TIAAs capital contributions and any
amounts drawn on the line of credit with TIAA would be available to make
acquisitions of real estate related investments and to pay other costs during
this offering. At the end of each 364-day term, the interest rate under the
credit facility will be subject to review and potential modification, which
could result in an increase or decrease in such interest rate. If the credit
facility is terminated, the Fund may be required to seek alternative financing
from an unaffiliated third-party lender, and the terms of such financing may
differ from those contained in the TIAA credit facility. A commitment fee of
$1,250 was incurred by TC REIT to TIAA during the first quarter of 2008.

We
may hold an initial closing for the sale of units pursuant to the Funds public
offering at any time after we have received and accepted subscriptions from
investors (not including TIAA or affiliates) for not less than 150,000 units ($150,000,000).
Following the initial closing, our general partner may by written notice issue
a call for capital contributions from those investors whose subscriptions for
units have been accepted and who have been admitted to the Fund as limited
partners. After the initial closing, we may have one subsequent closing when we
have received and accepted additional subscriptions from investors in the
offering, up to a maximum of 300,000 units ($300,000,000). The Fund will not
have more than two closings. We expect that substantially all of the proceeds
from the offering of units will be available to make real estate related
investments and pay principal and interest under our line of credit from TIAA
and other costs, including payment of fees and expenses to the Asset Manager
and its affiliates.

Our
general partner expects to call for capital contributions from TIAA and limited
partners acquiring units in the offering as and when needed to make payments in
connection with prospective real estate related investments or to retire
indebtedness incurred under our credit facility used to make such payments and
to pay fees and expenses of the Fund and its subsidiaries. Our general partner
may call for capital contributions from

18

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investors admitted as limited partners
in this offering for any Fund purpose at any time, in its discretion, during
this period commencing with the first date on which investors are admitted as
limited partners during the offering and continuing for 24 months after the
termination of the offering, which is the end of the Investment Period.
Additionally, our general
partner may call for amounts of the limited partners unfunded capital
commitments for certain specified purposes after the Investment Period.

There
can be no assurance that payments of capital contributions will be made when
due. In the event of a default in payment of capital contributions, our general
partner may make an additional call for capital contributions to make up any
shortfall from limited partners who previously made their contributions
pursuant to the original call. Alternatively, if the call relates to the
acquisition of a real estate related investment, our general partner may seek
to make such investment with a third party or may decide not to make such
investment. In the event such investment is not made, the Fund could lose an
earnest money deposit made in connection with such investment or be subject to
other remedies in favor of the prospective seller.

During
the Investment Period, our general partner expects to reinvest our net cash
flow (including any net proceeds from the sale, financing or other disposition
of a property). Our general partner will have the authority to reinvest
proceeds without making a distribution of cash sufficient to cover the limited
partners U.S. federal, state and local income taxes attributable to the Funds
operations or the sale, financing or other disposition of any assets.

We
may acquire one or more properties free and clear of permanent mortgage
indebtedness by paying the entire purchase price of a property in cash and
subsequently obtaining a mortgage loan for that property, if favorable
financing terms are available following acquisition. The proceeds from such
loan may be used to acquire additional properties and provide further
diversification. We also intend to borrow funds to purchase properties.

Our
general partner is not aware of any material trends or uncertainties, favorable
or unfavorable, other than national economic conditions affecting the
investment in and financing of real estate generally as described in more
detail above in this section, that it reasonably anticipates will have a
material impact on either capital resources or the revenues or income to be
derived from the operation of real estate properties.

Critical Accounting Policies

Basis of Presentation

In
June 2007, the Accounting Standards Executive Committee (AcSEC) of the
American Institute of Certified Public Accountants (AICPA) issued Statement
of Position (SOP) 07-1, Clarification of the Scope of the Audit and Accounting
Guide Investment Companies and Accounting by Parent Companies and Equity Method
Investors for Investments in Investment Companies. The SOP clarifies which
entities are required to apply the provisions of the Investment Companies Audit
and Accounting Guide (Guide) and provides guidance on accounting by parent
companies and equity

19

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method investors for investments in investment companies.
Management performed an analysis of the requirements of SOP 07-1 and
accordingly the Fund early adopted SOP 07-1 effective as of the Funds
inception date and has applied the provisions of the Guide which, among other
things, require that investments are reported at fair value in the Funds
financial statements. In February 2008, the FASB issued a final Staff Position
indefinitely deferring the effective date of SOP 07-1. The deferral applied to
entities that have not already adopted SOP 07-1. Additional required
disclosures under the Guide will be made as the Fund makes investments and as
applicable.

Principles of Consolidation

The
accompanying consolidated financial statements include the accounting of the
Fund and all entities in which the Fund has a controlling interest. All intercompany
transactions have been eliminated that apply the provisions of the Guide in
consolidation.

Basis of Accounting

The
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of the consolidated financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue and expenses. The information reflects all adjustments
which, in the opinion of management, are necessary for a fair statement of the
results for the period presented. All such adjustments are of a normal,
recurring nature. Actual results could differ from those estimates. The
following is a summary of the significant accounting policies which are
consistently followed by the Fund:

The
Fund expects to record investments and related mortgage loans payable, if any,
at fair value. Fair value is based upon quoted market prices, where available.
If listed prices or quotes are not available, fair value is based upon
vendor-provided, evaluated prices or internally-developed models that primarily
use market-based or independently-sourced market data, including interest rate
yield curves, market spreads, and currency rates. Valuation adjustments may be
made to reflect credit quality, the Funds creditworthiness, liquidity,
and other observable and unobservable data that are applied consistently over
time. Effective January 1, 2008, the Fund adopted the provisions of FASB Statement
No. 157, Fair Value Measurements  and will apply the
appropriate disclosures as the Fund acquires investments.

The
methods described above are considered to produce a fair value calculation that
represents a good faith estimate as to what an unaffiliated party in the market
place would pay to purchase the asset or would receive to transfer the liability.
Since fair value calculations involve significant professional judgment in the
application of both observable and unobservable attributes, actual realizable
values or future fair values may differ from amounts reported. Furthermore,
while the Fund believes its valuation methods are appropriate and consistent
with other market participants, the use of different methodologies or
assumptions to determine the fair value of certain financial instruments, while
reasonable, could result in different estimates of fair value at the reporting
date.

20

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Cash

Cash
represents cash on deposit in banks and other financial institutions.

Deferred Offering Costs

Deferred
offering costs represent costs associated with the preparation of the initial
registration statement and qualification of the offering in all applicable
jurisdictions, typesetting and printing of the prospectus, federal and state
registration fees and tax opinion fees and will be charged to partners capital
accounts upon the sale of the units.

Federal Income Taxes

The
Fund is treated as a partnership and not as a corporation for U.S. federal
income tax purposes. The Fund will not pay U.S. federal income tax. Instead,
each partner will be required to report on its U.S. federal income tax return
its distributive share of the Funds income or gain, whether or not it receives
any actual distribution of money or property from the Fund during the taxable
year.

The
REIT subsidiary (TC REIT) expects to make elections to be taxed as
a real estate investment trust under Sections 856 through 860 of the Code and
is required to distribute 90% of its taxable income to its shareholders, as required,
to maintain its status as a REIT. If the REIT subsidiary fails to qualify as
a real estate investment trust, the REIT subsidiary will be subject to federal
income tax.

ITEM 3.  QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

As
of March 31, 2008 and as of the date of this report, the Fund had no real
estate property investments, nor did it hold any real estate related
investments or investments in marketable securities. As the Fund and its
subsidiaries acquire such investments from time to time, the Fund will be
subject to the risks, including interest rate risk, associated with the
ownership of real estate and real estate related assets, especially those which
are subject to leverage, as described in more detail in Item 1A. Risk Factors
in Part II of this Form 10-Q.

ITEM 4T.  CONTROLS AND PROCEDURES

(a)
The registrant maintains a system of disclosure controls and procedures that
are designed to provide reasonable assurance that the information required to
be disclosed in the registrants reports under the Securities Exchange Act of
1934, as amended (the Exchange Act), is recorded, processed, summarized and
reported within the time periods specified in the SECs rules and forms, and
that such information is accumulated and communicated to management, including
the registrants principal executive officer (PEO) and principal financial
officer (PFO), as appropriate, to allow timely decisions regarding required
disclosure.

Under
the supervision and participation of the registrants management, including the
registrants PEO and PFO, the registrant conducted an evaluation of the
effectiveness of the registrants disclosure controls and procedures as defined
in Rule 13a-15(e)

21

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under the Exchange Act as of March 31, 2008. Based upon the
managements review, the PEO and the PFO concluded that the registrants
disclosure controls and procedures were effective as of March 31, 2008.

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

22

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In
the normal course of business, the Fund may be involved in claims or legal
actions relating to the ownership and operations of its properties and its business.
There are no lawsuits in which the Fund is a party.

ITEM 1A. RISK FACTORS.

Investment
      in the Funds units of limited partnership interest involves risks. Investors should carefully consider the
      following risk factors (which replicate in substantial entirety the risk
      factors contained in the Funds prospectus, dated
March 14, 2008) in addition to the other information contained in this
Quarterly Report on Form 10-Q. The occurrence of any of the following risks
might cause investors to lose all or part of their investment. Some statements
made in the following risk factors constitute forward-looking statements.
Please refer to the section above entitled Managements Discussion
and Analysis of Financial Condition and Results of Operations Forward-Looking
Statements. The terms we, our and us refer
to the Fund and its consolidated subsidiaries, unless the context clearly indicates
otherwise.

RISKS RELATED TO THE OFFERING OF UNITS IN THE
FUND

We have no operating
history.

The
Fund has no operating history. The success of the Fund depends upon the skills
of the Asset Manager in selecting, managing and disposing of the investments.
No assurances can be given that the Fund will be profitable or that any
particular investment return will be achieved.

Investors are participating in a blind pool
offering and must rely totally on the Asset Manager and our general partner for
identification and selection of properties.

The
Funds offering is commonly referred to as a blind pool offering in that, as
of inception and as of the date hereof, we do not own any properties and also
as of such date, the Asset Manager and our general partner have not identified
any properties in which there is a reasonable probability that we will invest.
Investors must rely upon the ability of the Asset Manager and our general
partner with respect to the investment in and management of unspecified
properties, and investors will not have an opportunity to evaluate for
themselves the relevant economic, financial and other information regarding the
specific properties in which the proceeds of this offering will be invested.
Investors should be aware that the appraisals we obtain for each property we
acquire are merely estimates of value and should not be relied upon as accurate
measures of true worth or realizable value. We cannot assure investors that we
will successfully obtain suitable investments or that, if we make investments,
we will achieve our objectives.

23

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TPIS has not conducted an independent review
of this offering.

TPIS,
the broker-dealer selling the units on a best efforts basis, is an affiliate
of our general partner and the Asset Manager. It has not made an independent
due diligence review of us or this offering. Investors will not have the
benefit of a due diligence review performed by an unaffiliated broker-dealer.

Investors may not take part in an investment
by, the management of or otherwise control the business of, the Fund and its
subsidiaries.

Our
general partner has overall responsibility for the business and affairs of the
Fund, including its investment decisions. Our general partner has delegated
substantial discretion to the Asset Manager with respect to the acquisition,
management and disposition of our assets. An investor has no right to take part
in an investment by, the management of or otherwise control the business of,
the Fund and its subsidiaries. Accordingly, an investor must be willing to
entrust substantially all aspects of investment, management and administration
to the Asset Manager and our general partner.

Our general partner and the Asset Manager may
change our investment and operational policies without investors consent,
which may result in riskier investments.

Although
there is no intent to do so, our general partner and the Asset Manager may
change our investment strategy or operational policies at any time without the
consent of investors, which could result in the Fund making investments that
are different from, and possibly riskier than, the investments described in the
Funds prospectus. A change in the Funds investment strategy may increase its
exposure to interest rate and real estate market fluctuations.

We may not be able
to raise sufficient funds to achieve diversification of our portfolio.

Our
ability to diversify our investments adequately, both geographically and by
type of properties purchased, will be limited by the amount of funds available
to us. The amount we have to invest will depend on the amount raised in this
offering and the amount of money we are able to borrow. Lack of diversification
would increase the potential adverse effect on us and investors.

Although payment of
capital contributions will be deferred, an investor will be obligated to make
its capital contributions on short notice.

Payment
of some or all capital contributions by investors will be deferred and may be
phased over an extended period of time after an investors Subscription
Agreement is accepted by our general partner and after an investor is admitted
as a limited partner at a closing. However, each investor will be subject to
calls on short notice from time to time and will be required to contribute its
capital contributions within the time frame specified in the capital call, or
be deemed a defaulting partner subject to various consequences, and the
exercise of remedies by the Fund, as described under Consequences of an
investors failure to make a capital contribution below.

24

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There are consequences to an investors
failure to make a capital contribution.

If
an investor defaults on its obligation to contribute a required capital
contribution (up to the amount of its capital commitment) when called by the
general partner, the entire unpaid balance will continue to bear interest until
paid, and such defaulting investor could lose a portion of its investment in
the Fund and be subject to the exercise of multiple remedies available to the
Fund.

Possible default by
a number of investors could result in material adverse consequences to the
Fund.

The
failure of a number of investors to contribute their required capital when
called could have a material adverse effect on the Fund, its assets and
operations and the interests of the other investors. Such failure by investors
to contribute on a timely basis, or at all, may cause the Fund to fail to
complete or delay an otherwise attractive investment due to lack of funds,
cause the Fund to obtain short-term financing to make up any shortfall
(including accessing the TIAA credit facility), or to suffer a loss of its
investment in one or more properties through a foreclosure by a lender or
otherwise, which would likely hurt the Funds investment results and could
result in adverse U.S. federal income tax consequences.

We may not be able
to invest capital commitments during the Investment Period.

We
have a period that began on March 14, 2008 and ends 24 months from the date of
the termination of this offering (this entire period is referred to as the
Investment Period) in which to select and acquire suitable real estate related
investments to purchase with investors capital commitments. Our general
partner may not call all of our investors capital commitment for investment
during the Investment Period or, under certain circumstances, may not call all
of it even after the Investment Period. If we are unable to find and acquire
a sufficient number of such investments before the end of the Investment Period,
we will only use any remaining portion of investors unused capital commitments
for certain purposes. Our
inability to invest all of the proceeds represented by investors capital
commitments may limit our ability to achieve the degree of diversification,
both geographically and by type of properties, that we seek.

Investors generally
will not receive distributions during the Investment Period and the Fund is not
obligated to make distributions at any particular time.

The
Fund intends to re-invest its cash flow (whether received as distributions from
TC REIT or otherwise) in additional real estate related assets during the
Investment Period. Depending upon the length of this offering, that period
could be as long as four years following March 14, 2008 (the date of the Funds
prospectus). Even though investors do not receive distributions, they will
still be allocated their respective share of any taxable income from the Fund.
As a result, investors may be required to make an out-of-pocket payment for any
U.S. federal, state or local income taxable liability they incur as a result of
their investment in the Fund.

25

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After
the Investment Period, the Fund will not be required to make distributions at
any particular time, although the Fund expects to make quarterly distributions
of available cash after the Investment Period. See The availability and the
timing of cash distributions are uncertain below.

This is a highly
illiquid investment, there is not currently, and likely never will be, a public
market for the units, and an investment in units is suitable only for long-term
investors.

There
is no public trading market available for the units, it is not likely that a
public market will develop and further, it is not likely that an active private
market will develop. The Fund will not list the units for trading on any
securities exchange or any inter-dealer quotation system at any time. The
partnership agreement contains restrictions on the transferability of units,
and transferability of the units is subject to compliance with applicable
securities laws and tax law requirements (including requirements in the Funds
partnership agreement that no transfer will be allowed if it causes any of the
REIT subsidiaries to fail to qualify as a REIT or causes the Fund to be a
publicly traded partnership under the Code) and to the consent of our general
partner. Also, even if a transfer is permitted under applicable law and our
partnership agreement, there may not be an acceptable purchaser for the units
and the Fund has no obligation to find a purchaser for the units if an investor
desires to sell. Any such purchaser would also need to satisfy the suitability
requirements that investors purchasing units in this offering must satisfy.
Accordingly, investors may find it difficult to sell their units for cash or
they may have to sell their units at a substantial discount. Investors may not
be able to sell their units in the event of an emergency, and their units are
not likely to be accepted as collateral for a loan. We do not anticipate
completely liquidating and winding up the Fund for at least seven (7) years
after the termination of this offering. As a result, investors should consider
the purchase of units as a long-term investment.

Covenants in our
debt agreements could adversely affect our financial condition.

The
Fund and its subsidiaries may incur substantial borrowings to finance the
acquisition of properties. We will use debt financing, which may include
borrowings under a line of credit and debt secured by individual properties, to
finance our acquisition activities and for working capital. If we are unable to
obtain debt financing from these or other sources, or to refinance existing
indebtedness upon maturity, our ability to achieve our investment objectives
and policies, including, without limitation, appreciation in the value of our
investments and preservation of investors capital, could be materially
adversely affected.

The
mortgages on our properties will likely contain customary covenants such as
those that will limit our ability, without the prior consent of the lender, to
immediately repay the mortgage without penalty, to further mortgage the
applicable property or to discontinue insurance coverage. In addition, each
draw down under the credit facility with TIAA is expected to be due and payable
in full within 120 days following such draw (subject to 30 day extensions as
may be authorized by TIAA in its sole discretion). If we breach covenants in
our debt agreements, the lenders could declare a default, and we may then be
required to repay such debt with capital from other sources, or, if the debt

26

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is secured,
the lenders could take possession of the property securing the defaulted loan
through the foreclosure of their mortgage rights. In addition, our debt
agreements may contain specific cross-default provisions with respect to
specified other indebtedness, giving such lenders the right to declare a
default on otherwise non-defaulted loans if we are in default under other loans
in some circumstances. Further, in the future our ability to satisfy a lenders
insurance requirements may be adversely affected if lenders generally insist
upon greater insurance coverage than is available to us in the marketplace or
on commercially reasonable terms.

Increases in
interest rates could increase the amount of future debt payments and limit our
ability to pay distributions to our limited partners.

Higher
interest rates will increase our cost of borrowing. Additionally, some of our
borrowings may bear interest at variable rates. Interest rate increases would
increase our interest cost on such borrowings. These factors would reduce our
cash flows and our ability to pay distributions. In addition, if we need to
repay debt in the future during periods of higher interest rates, we might sell
one or more of our investments (rather than obtain new financing) in order to
repay the debt, which sale at that time might not permit realization of the
maximum return on such investments.

Payment of fees and
expenses to the Asset Manager and its affiliates will reduce cash available for
investment and distribution.

The
Fund and its subsidiaries will pay the Asset Manager acquisition and asset
management fees for services in connection with the selection, acquisition and
management of our assets, as well as reimburse the Asset Manager for certain
expenses. In addition, we expect to enter into a short-term revolving line of
credit pursuant to which TIAA will be paid interest on our borrowings under the
line of credit, as well as a commitment fee. These fees and expenses will
reduce the amount of cash available for investment in properties or
distribution to limited partners. Moreover, these fees and expenses will be
paid regardless of the profitability of the Fund.

Following the
offering period, the value of investors units may be uncertain, and appraisals
of our real estate properties and valuations of our investments in other real
estate related assets are estimates of market value and may not necessarily
correspond to realizable value.

Among
other reasons, for purposes of (1) determining, on a quarterly basis, the
Funds gross asset value in connection with the calculation of the asset
management fee payable to the Asset Manager, and (2) deriving the estimated
value of units following the offering period, we intend to conduct internal and
external appraisals of our properties. These appraisals may also be used in
determining the redemption value of units in the event that all or some of a
limited partners units are required to be redeemed or sold under certain
circumstances. We intend to have
each real property appraised at least annually by an independent
state-certified appraiser who is a member of a
professional appraisal organization. In addition, we intend that the Asset
Manager, or an affiliate thereof, will perform an internal valuation of each
real property on at least a quarterly basis. Alternatively, some or all of
these quarterly valuations may be performed instead

27

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by independent appraisers.
Further, we intend to receive appraisals on properties at the time we acquire
them.

Appraisals
are inherently subjective in certain respects and rely on a variety of assumptions,
including assumptions about projected cash flows for the remaining holding
periods for the properties. Furthermore, appraisals are based in large part on
information as of the end of a calendar quarter, and market, property and other
conditions may change materially after that date. Accordingly, such appraised
values may not accurately reflect the actual market values of the properties
and, thus, may not accurately reflect valuation information.

The availability and
the timing of cash distributions are uncertain.

We
cannot assure investors that sufficient cash will be available after the
Investment Period to make distributions to investors from either net cash from
operations or net proceeds from the sale of properties. We bear all expenses
incurred in our operations, which are deducted from cash funds generated by
operations prior to computing the amount of net cash from operations to be
distributed to our partners. In addition, our general partner, in its
discretion, may retain any portion of such funds for tenant improvements,
leasing commitments, tenant refurbishments and other lease-up costs or for
working capital reserves.

The
amount of cash available for distribution will depend upon a number of
variables, including our ability to attract and retain tenants at our
properties, the lease rates we are able to achieve and the overall operating
performance of our properties, as well as the performance of our other real
estate related investments, in addition to many other factors. We may not be
able to maintain or increase distributions over time and, under some
circumstances, may not be able to make any distributions. Among the factors
that may affect our ability to make distributions after the Investment Period
are possible lower than anticipated cash flows from our properties and other
real estate related investments due to a decline in general economic or real
estate market conditions or unexpected increases in operating costs or capital
expenditures for our properties. We cannot assure investors of the timing or
amount of any distributions we will be able to make.

Investors
investment return may be reduced if we are required to register as an
investment company under the Investment Company Act.

We
do not intend to register as an investment company under the Investment Company
Act. If we were obligated to register as an investment company, we would have
to comply with a variety of substantive requirements under the Investment
Company Act that impose, among other things:

|  |                                               
|- | ----------------------------------------------
| | limitations
 on capital structure;            
|  |                                               
| | restrictions
 on specified investments;       
|  |                                               
| | prohibitions
 on transactions with affiliates;
|  |                                               

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| | compliance
 with reporting, record keeping, voting and proxy disclosure requirements; and
|- | -----------------------------------------------------------------------------------------
|  |                                                                                          
| | other rules
 and regulations that would significantly increase our operating expenses.   

Generally,
a company is an investment company and required to register under the
Investment Company Act if, among other things, it holds itself out as being
engaged primarily, or proposes to engage primarily, in the business of
investing, reinvesting or trading in securities, or it is engaged or proposes
to engage in the business of investing, reinvesting, owning, holding or trading
in securities and owns or proposes to acquire investment securities having a
value exceeding 40% of the value of such companys total assets (exclusive of
government securities and cash items) on an unconsolidated basis. We intend to
conduct our operations so as not to have to register under the Investment
Company Act.

To
maintain compliance with the exemptions from the Investment Company Act, we may
be unable to sell assets we would otherwise want to sell and may be unable to
purchase securities we would otherwise want to purchase. If we were required to
register as an investment company, but failed to do so, we would be prohibited
from engaging in our business, and criminal and civil actions could be brought
against us. In addition, our contracts would be unenforceable unless a court
were to require enforcement, and a court could appoint a receiver to take
control of us and liquidate our business.

The admission of
ERISA investors to the Fund may reduce investors investment return.

As
discussed under Certain Considerations Applicable to ERISA, Governmental and
Other Plan Investors, our general partner intends to conduct the operations of
the Fund so that the assets of the Fund will not be deemed to constitute plan
assets of investors which are subject to the fiduciary provisions of the
Employee Retirement Income Security Act of 1974, as amended (ERISA), or the
prohibited transaction rules of Section 4975 of the Code (Benefit Plan
Investors). If, however, the Fund were deemed to hold plan assets of Benefit
Plan Investors, (i) ERISAs fiduciary standards would apply to the Fund and
might materially affect the operations of the Fund, and (ii) any transaction
with the Fund could be deemed a transaction with each Benefit Plan Investor and
may cause transactions into which the Fund might enter in the ordinary course
of business to constitute prohibited transactions under ERISA and Section 4975
of the Code. In order to avoid having the Funds assets treated as plan
assets, our general partner may seek to manage the assets and activities of
the Fund so as to qualify as an operating company, and that may adversely
affect the operations of the Fund. For example, our general partner may decide
not to make an otherwise favorable investment because it would not count as a
qualifying investment for purposes of the operating company requirements, or
our general partner may decide to liquidate a given investment at an otherwise
disadvantageous time based on these requirements. As an alternative means of
avoiding the Funds
assets being treated as plan assets, the Fund may satisfy the requirements of
the publicly-offered securities exception.

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GENERAL RISKS RELATED TO INVESTMENTS IN REAL
ESTATE

Unfavorable changes
in market and economic conditions could reduce occupancy or rental rates and
the market value of our real estate properties and adversely affect the value
of our other real estate related assets, which in turn could have a material
adverse effect on our cash flow and therefore our ability to achieve our
investment objectives.

The
markets and economic conditions in the markets where our properties will be
located may significantly affect occupancy or rental rates. Decreased occupancy
and/or rental rates or rising expenses in connection with the operations of our
properties in those markets would decrease our cash flow, which in turn, could
significantly affect our ability to achieve our investment objectives,
including those of capital appreciation and preservation of capital. The risks
that may affect conditions in those markets include, but are not limited to,
the following:

|  |                                                                                                                                                                                                                                     
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the economic
  climate, which may be adversely impacted by business closings, industry
  slowdowns;                                                                                                                                 
|  |                                                                                                                                                                                                                                     
| | employment
  losses and other factors;                                                                                                                                                                                              
|  |                                                                                                                                                                                                                                     
| | conditions
  of real estate property sectors such as an oversupply of, or a reduced demand
  for, certain types of real estate properties;                                                                                          
|  |                                                                                                                                                                                                                                     
| | limited
  availability of financing for our real estate investments on favorable terms
  if at all;                                                                                                                                 
|  |                                                                                                                                                                                                                                     
| | decline in
  population or shifting demographics that adversely affects occupancy or
  rental rates;                                                                                                                                
|  |                                                                                                                                                                                                                                     
| | the
  inability or unwillingness of lessees to pay rent increases;                                                                                                                                                                  
|  |                                                                                                                                                                                                                                     
| | increases in
  tax rates, utility costs, insurance premiums, repairs, maintenance and other
  operating costs;                                                                                                                      
|  |                                                                                                                                                                                                                                     
| | the
  potential effect of rent control or rent stabilization laws, or other laws
  regulating housing, on any of our multifamily properties, which could prevent
  us from raising rents to offset increases in operating costs; and
|  |                                                                                                                                                                                                                                     
| | the rental
  market conditions which may limit the extent to which rents may be increased
  to meet increased expenses without decreasing occupancy rates.                                                                          

To
the extent that the Fund invests in properties that are under development or
    to be renovated or for which construction or redevelopment has not been completed
at the time of its investment, the Fund will be subject to the risks of
development and construction of properties,
including possible cost overruns and reliance on the ability and financial
capacity of the developer to complete construction or renovation of the
property in accordance with the approved plans and specifications.

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If
the Fund invests in a property for which the seller or a joint venture partner
agrees to provide or guarantee a certain minimum level of income or cash flow,
the Fund will be subject to the risk that the seller or joint venture partner
may not have, or be able to maintain, the financial ability to fulfill such
obligation during the term of such agreement or guarantee, and in the event it
is not able to do so, the Fund could suffer a loss in value for the property.

A property that
incurs a vacancy could be difficult to sell or lease.

A
property may incur a vacancy either by the continued default of a tenant under
its lease or the expiration of one of our leases. In the case of a default
under a lease, we may experience a delay in, or an inability to effect, the
enforcement of our rights against the defaulting tenant and the collection of
rent due, including the defaulting tenants share of operating costs and real
estate taxes, particularly if the default is due to the tenants bankruptcy. A
significant delay, as well as the possible substantial expense incurred, in
collecting rent from a defaulting tenant, may have an adverse effect on our
revenues. Further, in the event a tenant vacates its space at our property,
whether as a result of a default, the expiration of the lease term or
otherwise, we may not be able to re-lease the vacant space for as much as the
rent payable under the previous lease or not at all, and we may not be able to
re-lease such space without incurring substantial expenditures for tenant
improvements and other lease-up related costs. A delay in re-leasing vacant
space or in releasing such space at acceptable rental rates may have an adverse
effect on our revenues.

Further,
in some instances, our properties may be specifically suited to the particular
needs of a certain tenant based on the type of business the tenant operates.
For example, many companies desire space with an open floor plan. We may have
difficulty obtaining a new tenant for any vacant space in our properties,
particularly if the floor plan limits the types of businesses that can use the
space without major renovation, which may require us to incur substantial
expense in re-planning the space.

Regardless
of the reason, if a vacancy on any of our properties continues for a long
period of time, we may suffer increased expenditures, reduced revenues or both.
In addition, the resale value of the property could be diminished because the
market value of a particular property will depend principally upon the value of
the leases of such property.

The terms of new or
renewal leases may result in a reduction in our income.

Even
if we are successful in obtaining new or renewal leases at our properties, the
terms of any such new or renewal leases may be less favorable to us than the
previous lease terms. Certain significant expenditures that we, as a landlord,
may be responsible for, such as mortgage payments, real estate taxes, utilities
and maintenance costs, generally are not reduced as a result of a reduction in
rental revenues. If lease rates for new or renewal leases are substantially
lower than those for the previous leases, our rental income might
suffer a significant reduction that may adversely affect our ability to make
distributions and the value of our properties may decrease.

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Uncertain market
conditions and the broad discretion of the Asset Manager relating to the future
disposition of properties could adversely affect the return on investors
investment.

We
generally will hold the various real properties in which we invest until such
time as the Asset Manager determines that the sale or other disposition thereof
appears to be advantageous to achieve our investment objectives or until it
appears that such objectives will not be met. The real estate market is
affected by a number of factors beyond our control, including, among others,
the availability of financing, interest rates and the supply of and demand for
available tenant space. We cannot predict with any certainty the various market
conditions affecting real estate investments which will exist at any particular
time in the future. Due to the uncertainty of market conditions which may
affect the future disposition of our properties, we cannot make assurance that
we will be able to sell our properties for their full value or at a profit in
the future. For any particular property, we may be required to make
expenditures for improvements to, or to correct defects in, the property before
we are able to sell it. Additionally, we may not be able to sell a property at
the price, on the terms or within the time frame we may seek. Accordingly, the
timing of liquidation of the Fund and the extent to which investors may receive
distributions and realize potential appreciation on our real estate investments
may be dependent upon fluctuating market conditions.

The
price we obtain from the sale of a property will depend upon various factors
such as the propertys operating history, demographic trends in the propertys
locale and available financing for, and the tax treatment of, real estate
investments. We may not realize significant appreciation and may even incur
losses on our properties and other investments. The recovery of any portion or
all of an investment and any potential return thereon will depend on the amount
of net proceeds we are able to realize from a sale or other disposition of our
properties and other real estate related investments.

We may not have
funding for future tenant improvements, lease commitments, tenant
refurbishments or other needs.

When
a tenant at one of our properties does not renew its lease or otherwise vacates
its space in one of our buildings, it is likely that, in order to attract one
or more new tenants, we will be required to expend substantial funds for tenant
improvements, lease commitments and tenant refurbishments to the vacated space
and other lease-up costs. Substantially all of our net offering proceeds
available for investment will be used for investment in our properties, and we
do not anticipate that we will maintain substantial permanent working capital
reserves. We have no identified external funding source (i.e., outside of our
ability to call our limited partners capital up to the amount of their
commitments or our ability to generate cash flow from the operations and sales
or financings of our properties) to provide funds which may be required in the
future for tenant improvements, lease commitments, tenant refurbishments and
other lease-up costs in order to attract new tenants, and we do not intend to
use our credit facility with TIAA to fund such lease-up. Further, if the TIAA
credit facility, which is terminable by either party at the end of each 364 day
term, is terminated by either the Fund or TIAA, the Fund may
be required to seek alternative financing from an unaffiliated third-party
lender, and the terms of such financing may not be as favorable to the Fund as
those

32

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under the TIAA credit facility. We cannot make assurance that any such
source of funding will be available to us for such purposes in the future.

Our retail
properties will be subject to risks in addition to those discussed elsewhere.

Some
of the properties we expect to own and operate will be retail properties. In
addition to various risks discussed elsewhere, these properties will be subject
to the following risks as well. In general, tenants at traditional retail
centers face possible changing consumer preferences, as well as increased
competition from other forms of retail selling such as discount shopping
centers, outlet centers and internet sales.

A
number of leases at our retail properties may include a provision for rent in
addition to or in lieu of a base amount that is dependent upon a specified
percentage of sales our retail tenants achieve. Under leases that contain such
percentage rent clauses, rental revenues we receive may increase as a result of
increased sales revenues of such tenants. During a general economic downturn,
retail tenants generally experience reduced revenues. As a result, the portion
of revenues we may obtain from percentage rents may also decline in a general
economic downturn.

In
the event an anchor tenant at a retail center we own (i.e., typically a tenant
occupying a large portion of the gross leaseable area of the retail center)
becomes insolvent, suffers a downturn in its business or does not renew its
lease, our retail center will experience a reduction or cessation of rental
revenue that could have a significant adverse effect on that property. Additionally,
other tenants at the retail center may have provisions in their leases that
permit them to terminate their leases or pay reduced rent if an anchor tenants
lease is terminated or if an anchor tenant does not remain open for business at
the center. Even without such a lease provision, other tenants may not renew
their leases at the expiration of their terms due to an anchor tenants lease
termination or cessation of operation at the center. In any of these instances,
we may experience increased vacancies or reduced rental revenues above and
beyond that resulting from the anchor tenants situation. Additionally, if we
are not able to re-lease the anchor tenants space to another anchor tenant, we
may have to incur substantial expense in order to subdivide or remodel the
space for rent to more than one tenant.

Properties we
acquire may have liabilities or other adverse conditions.

We
intend to perform appropriate due diligence for each property or other real
estate related investment we acquire. We also will seek to obtain appropriate
representations and indemnities from sellers in respect of such properties or
other investments. We may, nevertheless, acquire properties or other
investments that are subject to uninsured liabilities or that have problems
involving environmental conditions, physical defects, state of title,
compliance with zoning laws or building codes or other matters, whether or not
we are aware of such liabilities or other conditions at the time of
acquisition. In some instances, we may have only limited or perhaps even no
recourse for any such liabilities or other conditions or, if we have received
indemnification from a seller, the resources of such seller
may not be adequate to fulfill its indemnity obligation. As a result, we could
be required to resolve or cure any such liability or other adverse condition,
and such pay-

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ment could have an adverse effect on our cash flow available to
meet other expenses or to make distributions to our partners.

Our investments will
be subject to risks from the use of borrowed funds.

We
intend to acquire our properties subject to existing financing or by borrowing
funds. We may also incur or increase our indebtedness by obtaining loans
secured by certain of our properties or other investments in order to use the
proceeds for acquisition of additional properties.

Under
our investment guidelines, we may incur indebtedness on any one property of up
to 70% of its gross asset value at the date such indebtedness is incurred and
up to 50% of the gross asset value of our investment portfolio, determined at
the later of the end of the Investment Period and the date such indebtedness is
incurred. In general, for any particular property, we will expect that the
propertys cash flow will be sufficient to pay the cost of its mortgage
indebtedness, in addition to the operating and related costs of the property.
However, if there is insufficient cash flow from the property, we may be
required to use funds from other sources to make the required debt service
payments, which generally would reduce the amount available for distribution
to our partners. The incurrence of mortgage indebtedness increases the risk of
loss from our investments since one or more defaults on mortgage loans secured
by our investment properties could result in foreclosure of those mortgage
loans by the lenders with a resulting loss of our investment in the properties
securing the loans. For tax purposes, a foreclosure of one of our properties
would be treated as a sale of the property for a purchase price equal to the
outstanding balance of the indebtedness secured by the mortgage. If that
outstanding balance exceeds our tax basis in the property, we would recognize
a taxable gain as a result of the foreclosure, but we would not receive any cash
proceeds as a result of the transaction.

We
may, under some circumstances, provide a guaranty on behalf of a joint venture
or other entity that owns one of our properties. In this case, we would be
liable to the lender for payment of the indebtedness if it is not paid by the
borrowing entity. If any mortgage loans we incur have cross-collateralization
provision (i.e., so that more than one property secures the same mortgage loan)
or cross-default provisions (i.e., so that a default under one mortgage loan
constitutes a default under another mortgage loan), there is a risk that more
than one property may be affected by a default.

Mortgage
loans or other financing arrangements with balloon payments in which all or a
substantial portion of the original principal amount of the loan is due at
maturity, may involve greater risk of loss than those financing arrangements in
which the principal amount of the loan is amortized over its term. At the time
a balloon payment is due, we may or may not be able to obtain alternative
financing on favorable terms, or at all, to make the
balloon payment or to sell the property in order to make the balloon payment
out of the sale proceeds.

If
interest rates are higher when we obtain replacement financing for our existing
loans, the cash flows from our properties, as well as the amounts we may be
able to distribute to our partners, could be reduced. We may also not be able
to borrow as much

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when we refinance our indebtedness since higher interest
rates will increase our borrowing costs and reduce the amount of debt service
our properties are able to pay.

In
some instances, we may only be able to obtain recourse financing, in which
case, in addition to the property or other investment securing the loan, the
lender may also seek to recover against our other assets for repayment of the
debt. Accordingly, if we do not repay a recourse loan from the sale or
refinancing of the property or other investment securing the loan, the lender
may seek to obtain repayment from one or more of our other assets.

We may have shared
control for certain of our joint venture investments, which involve various
risks.

There
may be shared control with respect to some of our joint venture investments.
Those investments may involve risks not present in other types of investments,
such as the possibility that the other co-venturer may become bankrupt or have
economic or business interests or goals inconsistent with those of the Fund.
Actions taken by the co-venturer may subject the investment to liabilities in
excess of or other than those contemplated by the Fund. It may also be more
difficult for the Fund to sell its interest in the joint venture. If control
over a joint venture is shared with another person, deadlocks could result
which could delay the execution of the business plan for the joint venture,
require the Fund to engage in a buy-sell of the joint venture with the
co-venturer or partner or conduct the forced sale of such joint ventures
investment or otherwise adversely affect the investments returns or value. In
addition, joint ventures and other entities in which the Fund invests may
provide compensation to the other joint venturer or other parties in connection
with the acquisition, financing, asset management, property management,
leasing, development, construction and disposition of investments.

Our limited control
and passive investments will lack liquidity and be subject to other risks.

Up
to 20% of aggregate capital commitments may consist of limited control or
passive investments, such as ventures where the Fund has limited voting rights,
non-voting limited partnership interests, mortgage loans or minority interests
in operating companies. The success of such investments may depend on the
success of such companies or, in the case of mortgage loans, the borrowers. The
Fund is unlikely to have any control over the management of any such operating
company and is likely to have only limited ability to oversee the borrowers
operation of its property. The securities will not be publicly held and may be
thinly traded and relatively illiquid, or may cease to be traded after
acquisition. Because of this the Fund may not be able to promptly liquidate the
investments if the need should arise. Further, the sale of thinly traded
securities could depress the market value of such securities and increase any
losses associated with such sale.
Investments in securities are subject to market forces and risk the permanent
loss of capital as a result of adverse market developments, which can be
unpredictable.

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Uninsured losses
relating to real property may adversely affect investors returns.

The
Asset Manager will attempt to assure that all of our properties are
comprehensively insured (including liability, fire, and extended coverage) in
amounts sufficient to permit replacement in the event of a total loss, subject
to applicable deductibles. However, to the extent of any such deductible and/or
in the event that any of our properties incurs a casualty loss which is not
fully covered by insurance, the value of our assets will be reduced by any such
loss. Also, certain types of losses, generally of a catastrophic nature,
resulting from, among other things, earthquakes, floods, hurricanes or
terrorist acts may not be insurable or even if they are, such losses may not be
insurable on terms commercially reasonable to the Fund. Further, we may not
have a sufficient external source of funding to repair or reconstruct a damaged
property, and we cannot make assurance that any such source of funding will be
available to us for such purposes in the future.

As
stated in the Funds prospectus, the Fund intends to hold substantially all of
its real estate related assets through TIAA-CREF USREF I REIT, LLC (a wholly
controlled subsidiary of the Fund that expects to elect to be taxed as a real
estate investment trust (TC REIT)) and possibly through other direct or
indirect subsidiaries of the Fund. To the extent that TC REIT acquires its
ownership interests in each real estate related asset directly and not through
a special purpose subsidiary of TC REIT, in the event any one investment
suffers a major loss or liability in excess of the value of the investment, the
other assets of TC REIT (and thus, indirectly, assets in which the Fund has an
interest) would be available to satisfy TC REITs obligations with respect to
this investment without requiring the claimants to pierce the corporate veil of
a special purpose entity. See The costs of compliance with environmental laws
and other governmental laws and regulations may adversely affect our income and
cash available for any distributions below.

Competition for
investments may increase costs and reduce returns.

We
will experience competition for real property investments from individuals,
corporations and bank and insurance company investment accounts, as well as
other real estate limited partnerships, real estate investment funds,
commercial developers, pension plans, other institutional and foreign investors
and other entities engaged in real estate investment activities. We compete
against other potential purchasers of properties of high quality commercial
properties leased to creditworthy tenants and residential properties and, as a
result of the weakened U.S. economy, there is greater competition for the
properties of the type in which we invest. Some of these competing entities may
have greater financial and other resources allowing them to compete more
effectively. This may result in our paying higher prices to acquire properties
than we otherwise would, or we may be unable to acquire properties that we
believe meet our investment objectives and are otherwise desirable investments.

In
addition, our properties may be located close to properties that are owned by
other real estate investors and that compete with us for tenants. These
competing properties may be better located and more suitable for desirable
tenants than our properties, resulting in a competitive advantage for these
other properties. We may face similar competition from other properties that
may be developed in the future. This com-

36

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petition from other properties that
may be developed in the future. This competition may limit our ability to lease
space, increase our costs of securing tenants, limit our ability to charge
rents and/or require us to make capital improvements we otherwise would not to
make our properties more attractive to prospective tenants. As a result, we may
suffer reduced cash flow with a decrease in distributions we may be able to
make to our partners.

Delays in
acquisitions of properties may adversely affect an investment in the Fund.

Delays
we encounter in the selection and acquisition of properties could adversely
affect investors returns. This may result in delays in the distribution of
cash to investors and may reduce investors overall return from their
investment in units.

The costs of
compliance with environmental laws and other governmental laws and regulations
may adversely affect our income and the cash available for any distributions.

All
real property and the operations conducted on real property are subject to
federal, state and local laws, ordinances and regulations relating to
environmental protection and human health and safety. These laws and
regulations generally govern wastewater discharges, air emissions, the
operation and removal of underground and above-ground storage tanks, the use,
storage, treatment, transportation and disposal of solid and hazardous
materials, and the remediation of contamination associated with disposals.
Under various federal, state and local environmental laws, ordinances and
regulations, a current or previous owner or operator of real property may be
liable for the cost of removal or remediation of hazardous or toxic substances
on, under or in such property. Such laws often impose liability whether or not
the owner or operator knew of, or was responsible for, the presence of such
hazardous or toxic substances.

Environmental
laws also may impose restrictions on the manner in which property may be used
or businesses may be operated, and these restrictions may require expenditures.
Environmental laws provide for sanctions in the event of noncompliance and may
be enforced by governmental agencies or, in certain circumstances, by private
parties. In connection with the acquisition and ownership of our properties, we
may be potentially liable for such costs. Some of these laws and regulations
may impose joint and several liability for the costs of investigation or
remediation of contaminated properties, regardless of fault or the legality of
the original disposal. In addition, the presence of these substances, or the
failure to properly remediate these substances, may adversely affect our
ability to sell such property or to use the property as collateral for future
borrowing.

It
may be difficult or impossible to sell a property following discovery of
hazardous substances or wastes on the property. The cost of defending against
claims of liability, of compliance with environmental regulatory requirements,
of remediating any contaminated property, or of paying personal injury claims
could materially adversely affect our
business, assets or results of operations and, consequently, amounts available
for distribution to investors.

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Terrorist attacks or
other acts of violence or war may affect the industry in which we operate, our
operations and our profitability.

Terrorist
attacks may harm our results of operations and the value of an investment in
the Fund. We cannot make assurance that there will not be further terrorist
attacks against the United States or U.S. businesses. These attacks or armed
conflicts may directly or indirectly impact the value of the property we own or
that secure our loans. Losses resulting from these types of events may be
uninsurable or not insurable to the full extent of the loss suffered. Moreover,
any of these events could cause consumer confidence and spending to decrease or
result in increased volatility in the United States and worldwide financial
markets and economy. They could also result in economic uncertainty in the
United States or abroad. Adverse economic conditions resulting from terrorist
activities could reduce demand for space in our properties due to the adverse
effect on the economy and thereby reduce the value of our properties.

We will be subject
to risks related to the geographic concentration of the properties in which we
invest.

While
we intend to acquire properties throughout the United States, we expect that
the substantial majority of our transactions will relate to properties located
in the 50 largest U.S. metropolitan areas. If the commercial or residential
real estate markets or general economic conditions in these geographic areas
decline, we may experience a greater rate of default by tenants on their leases
with us with respect to properties in these areas and the value of the
properties in these areas could decline. Any of these events could materially
adversely affect our business, financial condition or results of operations
more so than if our investments were more geographically diversified.

We will be subject
to a number of legal and regulatory requirements.

Federal
and state laws and regulations generally regulate the ownership, leasing and
operation of real estate, including, without limitation, the Americans with
Disabilities Act. Violations of those laws and regulations could materially
adversely affect our business, financial condition and results of operations.
We cannot predict the extent to which any law or regulation that may be enacted
or enforced in the future may affect our operations. In addition, the costs to
comply with these laws and regulations may adversely affect our profitability.
Future changes to the laws and regulations affecting us, including changes affecting
the ownership and operation of real estate, such as environmental and zoning
laws and regulations, and the methods or manner in which to comply with such
laws and regulations, and changes to the Code applicable to the taxation of
limited partnerships or REITs, could make it more difficult or expensive for us
to comply with such laws or otherwise harm our business.

38

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A potential change
in United States accounting standards regarding operating leases may make the
leasing of facilities less attractive to our potential tenants, which could
reduce overall tenant demand for our properties.

Under
Statement of Financial Accounting Standard No. 13, Accounting for Leases, if
the present value of a companys minimum lease payments equal 90% or more of a
propertys fair value, the lease is classified as a capital lease, and the
lease obligation is included as a liability on the companys balance sheet. If,
however, the present value of the minimum lease payments is less than 90% of
the propertys value, the lease is considered an operating lease, and the
obligation does not appear on the companys balance sheet, but rather in the
footnotes thereto. Thus, entering into an operating lease can appear to enhance
a tenants balance sheet. The SEC has conducted a study of off-balance-sheet
financing, including leasing, and the Financial Accounting Standards Board and
the International Accounting Standards Board recently indicated that they will
be jointly studying the leasing accounting rules and guidance relating to such
rules, and they may propose changes to the current rules. If the accounting
standards regarding the financial statement classification of operating leases
are revised, then companies may be less willing to enter into leases because
the apparent benefits to their balance sheets could be reduced or eliminated.
This in turn could cause a delay in investing the net offering proceeds from
this offering, and make it more difficult for us to enter into leases on terms
the Asset Manager finds favorable.

RISKS RELATED TO OUR RELATIONSHIP WITH THE
ASSET MANAGER AND ITS AFFILIATES

The Fund will
approve very broad investment guidelines for the Asset Manager, which will
provide asset and investment management services to the Fund.

The
Asset Manager will be authorized to follow very broad investment guidelines and
will have great latitude within the broad parameters of our investment
guidelines in determining the types of assets it may select as proper
investments for us. Accordingly, subject to the overall supervision and control
of our general partner, the Asset Manager will exercise substantial discretion
in connection with the acquisition of real estate related investments, as well
as in connection with the management, operation and disposition of such
investments. Accordingly, our ability to achieve our investment objectives will
depend to a substantial extent on the Asset Managers exercise of its
discretion in selecting, negotiating and managing investments on our behalf.
Our general partner will review our investment guidelines on at least an annual
basis and our investment portfolio on a quarterly basis or, in each case, as
often as it deems appropriate.

Conflicts involving
the asset management agreement.

Our
general partner and the Asset Manager determined the terms of the asset
management agreement, including the amount of acquisition and asset management
fees to be paid, and such terms are not the result of arms length negotiation.
Additionally, our general partner, as an affiliate of the Asset Manager, may
have an incentive to shorten the holding period for our real estate investments
and sell them sooner in

39

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order to
permit the Asset Manager to receive acquisition fees on the reinvestment of the
net proceeds from such sales. Our general partner may also have an incentive to
extend the duration of our term from seven years to as many as 10 years in
order to allow further payment of asset management fees to the Asset Manager.

The Asset Manager
will face conflicts of interest relating to time management.

During
times of intense activity in other programs and investments, the Asset Manager
may devote less time and resources to our business than otherwise since the
officers of the Asset Manager and its affiliates are also significantly
involved in real estate investments for TIAA and its affiliates. Because the
Asset Manager and its affiliates have interests in other real estate programs
and accounts and also engage in other business activities, they will have
conflicts of interest in allocating their time between our business and these
other activities. Investors should note that our partnership agreement does not
specify any minimum amount of time or level of attention that our general
partner or the Asset Manager is required to devote to the Fund. If the Asset
Manager, for any reason, is not able to obtain investment opportunities for us
consistent with our investment objectives in a timely manner, or to effectively
manage the investments we do acquire, we may have lower returns on our
investments.

The Asset Manager
and its affiliates will face conflicts of interest relating to the purchase,
sale and leasing of properties.

We
may be buying properties at the same time as TIAA and its affiliates that have
similar investment objectives to those of the Fund. There is also a risk that
the Asset Manager will choose a property that provides lower returns to us than
a property purchased by TIAA and its affiliates. Further, we will likely
acquire properties in geographic areas where TIAA and its affiliates own
properties. In addition, the Fund may desire to sell a property at the same
time another TIAA affiliate is selling a property in an overlapping market.
Conflicts could also arise because some properties owned by TIAA and its
affiliates may compete with the Funds properties for tenants. Among other
things, if one of the TIAA entities attracts a tenant that we are competing
for, we could suffer a loss of revenue due to delays in locating another
suitable tenant. TIAA has adopted allocation policies and procedures applicable
to the purchasing conflicts scenario, but we cannot make assurance that the
resolution of such conflicts will not be economically disadvantageous to the
Fund. As a result of the Asset Managers obligations to TIAA and its
affiliates, including other current and potential TIAA-sponsored investment
vehicles with similar objectives to those of the Fund, we cannot make assurance
that the Fund will be able to take advantage of every attractive investment
opportunity that otherwise is in accordance with the Funds investment
objectives.

Our general partner
has a limited net worth.

Our
general partner is responsible for the affairs and the management of the Fund.
The net worth of our general partner consists primarily of a promissory note issued by
TIAA, its parent company, and this note is limited to $1,000,000 in principal

40

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amount. Accordingly, our general partner will not be in a position, and has no
obligation, to render us financial assistance if the need arises.

The termination or
replacement of the Asset Manager could trigger a default or repayment event
under our mortgage loans for some of our properties.

Lenders
for certain of our properties may request provisions in the mortgage loan
documentation that would make the termination or replacement of Teachers
Advisors, Inc. as our Asset Manager an event of default or an event requiring
the immediate repayment of the full outstanding balance of the loan. While we
will attempt to negotiate not to include such provisions, lenders may require
them. If an event of default or repayment event occurs with respect to any of
our properties, our ability to achieve our investment objectives, including,
without limitation, appreciation in the value of our properties, could be
materially adversely affected. In that event, we may be required to find
replacement financing to repay the existing loan, and the terms of the
replacement financing may not be as favorable as those of the existing loan. If
replacement financing is not available, we may be required to sell the
property, and the timing and terms of such sale may not be as favorable to us
as those that could be obtained in a future sale. Alternatively, the existence
of such provisions in our loan agreements may, as a practical matter, limit the
right of a majority in interest of our limited partners to terminate the asset
management agreement.

Our rights and the
rights of our limited partners to recover claims against our general partner
and its affiliates are limited.

Our
partnership agreement provides that neither our general partner nor any
affiliate thereof engaged in the performance of services on behalf of the Fund
(the indemnified parties) will be liable or accountable to the Fund or any
partner for any act or omission performed or omitted by them or for any losses,
claims, costs, damages or liabilities arising from such act or omission if the
general partner or the Asset Manager has determined, in good faith, that such
act or omission was in the best interest of the Fund and such losses, claims,
costs, damages or liabilities were not the result of misconduct or negligence
by the indemnified party. Further, subject to certain limitations, the
indemnified parties will be indemnified by the Fund against any losses, claims,
costs, damages or liabilities suffered by them by reason of any act or omission
arising out of activities on behalf of the Fund or in furtherance of the
interests of the Fund if the general partner or the Asset Manager has
determined, in good faith, that the act or omission which caused the losses,
claims, costs, damages or liabilities was in the best interest of the Fund and
such losses, claims, costs, damages or liabilities were not the result of
misconduct or negligence on the part of the indemnified party. In the opinion of the Securities and Exchange
Commission, indemnification for liabilities arising under the Securities Act of
1933, as amended, is contrary to public policy and therefore unenforceable on
the part of the indemnified party. As a result, we and our limited
partners may have more limited rights against our general partner and its
affiliates than might otherwise exist in the absence of such provisions. In
addition, we may be obligated to fund the defense costs incurred by our general
partner in some cases, and our general partner may require limited partners to
contribute their unfunded
capital commitments in order to satisfy such obligations.

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TIAA and its
affiliates may have substantial influence in voting on certain matters.

Because
TIAA and its affiliates will own a large percentage of the units, they may have
substantial influence on, or as a practical matter, be in a position to block,
matters that become subject to a vote of the limited partners. While TIAA and
its affiliates may not vote their units on an issue of removal of the general
partner or the Asset Manager or on other transactions between the Fund and the
general partner and the Asset Manager, TIAA and its affiliates may vote their
units on other issues, including the approval or disapproval of the sale of all
or substantially all of the Funds real estate related assets, a dissolution
of the Fund, the election of a new general partner in the event of a removal
of the current general partner and various amendments to the partnership
agreement. As a result, the manner in which TIAA and its affiliates vote their
units may, to a large extent, determine how the matter subject to the vote will
be decided.

Counsel does not
represent the Fund or the limited partners.

Mayer
Brown LLP acts as legal counsel to our general partner, the Asset Manager, TIAA
and TPIS. It does not represent the Fund or the limited partners (other than
TIAA) with respect to the Fund, although it may represent an individual or
entity which becomes a limited partner in the Fund in another matter. An
investor may wish to retain separate counsel to ensure that its interests with
respect to the Fund are protected.

Our annual statement
of value will be an estimate only and may not represent realizable value.

The
net asset value of each unit will be deemed to be $1,000 until the end of the
first full fiscal year following the completion of this offering. Thereafter,
the Asset Manager will estimate the net asset value of each unit. The annual
statement of value that we will send will only be an estimate as of the close
of our fiscal year and may not reflect the actual value of our units. The value
will be based upon an estimated amount the Asset Manager determines could be
received if our properties and other assets were sold and the sale proceeds,
together with our other funds, were distributed after payment of all expenses
and liabilities pursuant to a liquidation. It is possible that (i) the
estimated value in any annual statement may not be realized by us or by our
partners upon our liquidation; (ii) our partners may not realize that estimated
value if they were to sell their units; or (iii) an annual statement of value
may not comply with any reporting and disclosure or annual valuation requirements
under ERISA or other applicable law.

U.S. FEDERAL INCOME TAX RISKS

The Internal Revenue
Service may challenge our characterization of material tax aspects of an
investment in our units of limited partnership interest.

An
investment in units involves U.S. federal, state and local income tax risks. Investors are
urged to consult with their own tax advisor with respect to the U.S. federal,
state and local tax considerations of an investment in our units. We will not
seek any rulings from the Internal Revenue Service regarding any of the tax
issues discussed herein.

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Investors may
realize taxable income without cash distributions, and investors may have to
use funds from other sources to pay their tax liabilities.

As
our limited partner, investors will be required to report their allocable share
of our taxable income on their personal U.S. federal and state (and possibly
local) income tax returns regardless of whether they have received any cash
distributions from us. The limited partnership units may be allocated taxable
income in excess of investors cash distributions. In general, we do not intend
to make distributions between the inception of the Fund and the end of the
Investment Period, but rather expect to reinvest any excess cash. In addition,
we may establish reasonable reserves for working capital. The establishment and
maintenance of these reserves will reduce the amount of cash otherwise
distributable to investors and could result in them not being distributed cash
equal to their taxable income that results from the allocation of income from
us. In such event, investors may be required to make an out-of-pocket payment
for any tax liability resulting from such excess taxable income.

We could be
characterized as a publicly traded partnership taxed as a corporation, which
would have an adverse tax effect on investors.

If
the Internal Revenue Service were to classify us as a publicly traded
partnership, we could be taxable as a corporation, and distributions made to
investors could be treated as portfolio income to investors rather than passive
income. We believe that we will be classified as a partnership and not as an
association or publicly traded partnership taxed as a corporation. However, we
cannot make assurance that the Internal Revenue Service will not challenge this
conclusion or that we will not, at some time in the future, be treated as a
corporation due to the following factors:

|  |                                                                                                                  
|- | -----------------------------------------------------------------------------------------------------------------
| | the complex
 nature of the Internal Revenue Service safe harbors;                                                
|  |                                                                                                                  
| | the lack of
 interpretive guidance with respect to such provisions; and                                          
|  |                                                                                                                  
| | the fact
 that any determination in this regard will necessarily be based upon facts
 that have not yet occurred.

The Internal Revenue
Service may challenge our allocations of profit and loss, and any reallocation
of items of income, gain, deduction and credit could reduce anticipated tax
benefits.

The
U.S. federal income tax rules applicable to allocation of items of taxable
income and loss are complex. The ultimate determination of whether allocations
adopted by us will be respected by the Internal Revenue Service will depend
upon facts that will occur in the future and that cannot be predicted with
certainty or completely controlled by us. If the allocations we use are not
recognized, limited partners could be required to report greater taxable income
or less taxable loss with respect to an investment in us and, as a result,
pay more tax and associated interest and penalties. Our limited partners might
also be required to incur the costs of amending their individual returns.

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We may be audited,
which could result in the imposition of additional tax, interest and penalties.

Our
U.S. federal income tax returns may be audited by the Internal Revenue Service.
Any audit of us could result in an audit of an investors tax return that may
require adjustments of items unrelated to an investment in us, in addition to
adjustments to various partnership items. In the event of any such adjustments,
investors might incur attorneys fees, court costs and other expenses
contesting deficiencies asserted by the Internal Revenue Service. Investors may
also be liable for interest on any underpayment and penalties from the date
their tax was originally due. The tax treatment of all partnership items will
generally be determined at the partnership level in a single proceeding rather
than in separate proceedings with each partner, and our general partner is
primarily responsible for contesting U.S. federal income tax adjustments proposed
by the Internal Revenue Service. In this connection, our general partner may
extend the statute of limitations as to all partners and, in certain
circumstances, may bind the partners to a settlement with the Internal Revenue
Service. Further, our general partner may cause us to elect to be treated as an
electing large partnership. If it does, we could take advantage of simplified
flow-through reporting of partnership items. Adjustments to partnership items
would continue to be determined at the partnership level, however, any such
adjustments would be accounted for in the year they take effect, rather than in
the year to which such adjustments relate. Our general partner will have the
discretion in such circumstances either to pass along any such adjustments to
the partners or to bear such adjustments at the partnership level.

We may not be able
to successfully qualify each REIT subsidiary as a REIT.

A
REIT subsidiary must satisfy certain tests in order to qualify for tax status
as a REIT. Such tests include requirements with respect to the composition of a
REIT subsidiarys owners, its gross income and assets, the amount, timing and
manner of distributions, and certain other requirements. In general, the gross
income and asset tests require that a REIT subsidiarys assets and operations
are focused on real estate, including the ownership of rental real estate
and/or mortgages and certain related instruments.

Although
we intend to operate each REIT subsidiary so that it qualifies as a REIT, no
assurance can be given that the Internal Revenue Service will not challenge a
REIT subsidiarys qualification as a REIT, or that each REIT subsidiary will be
able to operate in accordance with REIT requirements in the future.

In
the event that a REIT subsidiary fails to qualify as a REIT in any taxable
year, and certain relief provisions do not apply, the REIT subsidiary would be
subject to U.S. federal and state (and possibly local) income tax, including
any applicable alternative minimum tax, on its taxable income at regular
corporate rates. Any such corporate tax liability could be substantial and
would reduce the amount of cash available for distribution to the investors.
Distributions made by a REIT subsidiary to us in any year in which it fails to
qualify as a REIT would not be deductible by such REIT subsidiary, nor would such REIT
subsidiary be required to make such distributions. Unless a REIT subsidiary is
entitled to relief under specific statutory provisions, such REIT subsidiary
would also

44

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be disqualified from re-electing to be taxed as a REIT for the four
taxable years following the year during which qualification was lost.

Even if a REIT
subsidiary qualifies as a REIT, it may be subject to certain taxes.

Even
if a REIT subsidiary (including TC REIT) qualifies as a REIT, the REIT
subsidiary may be subject to U.S. federal (as well as state and possibly local)
income, excise, and certain other taxes in various circumstances. For example,
the REIT subsidiary will be subject to U.S. federal income tax on earnings that
are not distributed, may be subject to alternative minimum tax, certain excise
taxes if its distributions are not timely, and certain penalty taxes to the
extent that it needs to rely upon specific relief provisions following the
violation of a REIT qualification requirement in order to maintain its status
as a REIT. A REIT is also subject to a 100 percent tax on gains from
prohibited transactions, which are sales of assets that it holds as inventory
or dealer property, including generally, but not limited to, sales of
condominium units.

We
intend to make investment decisions and to structure each REIT subsidiarys
investments in a manner that takes into account REIT qualification requirements
and income and other tax considerations, including the potential for tax on
prohibited transactions.

Impact of taxable
REIT subsidiaries.

Each
REIT subsidiary may hold certain assets and conduct certain operations through
taxable subsidiary entities, known as Taxable REIT subsidiaries, in order to
satisfy the REIT income, asset or other qualification requirements, or to avert
liability for the 100 percent tax on prohibited transactions. Net income
generated by such subsidiaries will generally be subject to regular corporate
income tax (currently at a 35 percent U.S. federal rate plus state tax) at the
subsidiary level.

To
the extent that the Internal Revenue Service successfully challenges the
pricing of intercompany transactions between a REIT subsidiary and a Taxable
REIT subsidiary, certain penalty taxes could also apply.

Unrelated business
taxable income (UBTI) may be generated with respect to tax-exempt investors.

While
our general partner and Asset Manager intend to use commercially reasonable
efforts to minimize UBTI consistent with its goal of maximizing pre-tax income,
we may incur UBTI for our tax-exempt investors. In particular, we expect to
generate UBTI with respect to certain debt-financed property. A tax-exempt limited
partner that has UBTI in any tax year from all sources of more than $1,000 will
generally be subject to taxation on such income and be required to file tax
returns reporting such income.

45

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Legislative or
regulatory action could adversely affect investors.

In
recent years, numerous legislative, judicial and administrative changes have
been made in the provisions of the U.S. federal income tax laws applicable to
investments similar to an investment in our units. Additional changes to the
tax laws are likely to continue to occur, and we cannot make assurance that any
such changes will not adversely affect the taxation of a limited partner. Any
such changes could have an adverse effect on an investment in our units or on
the market value or the resale potential of our properties. Investors are urged
to consult with their own tax advisor with respect to the impact of recent
legislation on their investment in units and the status of legislative,
regulatory or administrative developments and proposals and their potential
effect on an investment in our units.

Adverse tax
considerations for IRA investors and other retirement plan investors may result
because of minimum distribution requirements.

If
an investor intends to purchase units through their IRA, or if an investor is a
trustee of an IRA or other fiduciary of a retirement plan considering an
investment in units, such investor must consider the limited liquidity of an
investment in our units as it relates to applicable minimum distribution
requirements under the Code. If units are held and our investments have not
generated sufficient income at such time as mandatory distributions are
required to begin to an IRA beneficiary or qualified plan participant, Sections
408(a)(6) and 401(a)(9) of the Code will likely require that a
distribution-in-kind of the units be made to the IRA beneficiary or qualified
plan participant. Any such distribution-in-kind of units must be included in
the taxable income of the IRA beneficiary or qualified plan participant for the
year in which the units are received at the fair market value of the units
without any corresponding cash distributions with which to pay the income tax
liability attributable to any such distribution. Also, a fiduciary of a
retirement plan should consider that, for distributions subject to mandatory
income tax withholding under Section 3405 of the Code, the fiduciary may have
an obligation, even in situations involving in-kind distributions of units, to
liquidate a portion of the in-kind units distributed in order to satisfy such
withholding obligations. There may also be similar state and/or local tax
withholding or other obligations that should be considered.

ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS.

The
Funds Registration Statement on Form S-11 (SEC File No. 333-141315) was
declared effective by the SEC on March 14, 2008. On such date, the Fund
commenced its public offering of units of limited partnership interest
registered thereunder. Pursuant to the terms of the Partnership Agreement, the
Fund will hold an initial closing upon its receipt and acceptance of
subscriptions from public investors (not including certain affiliates of the
Fund or TIAA) for no less than 150,000 units ($150,000,000).

The
offering of the Funds units of limited partnership interest, for which
Teachers Personal Investors Services, Inc. (TPIS) is serving as the
distributing broker-dealer on a best
efforts basis,
has not terminated as of the date of the filing of this Quarterly Report on Form
10-Q. The Fund is offering up to 300,000 units  ($300,000,000)

46

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of limited partnership
interest, each at a price per unit of $1,000. During
the period ended March 31, 2008, the Fund did not conduct its initial closing
and as such, no public offering proceeds have been raised or applied to real
estate or real estate related investments, or to any other purpose permitted
under the Partnership Agreement.

TPIS
    is an affiliate of the Funds
general partner and is a wholly owned subsidiary of TIAA. The Fund has not
paid, and will not pay, any selling commissions or other underwriting fees to
TPIS in connection with its responsibilities as the distributing broker-dealer.
The Asset Manager will make payment to TPIS (which may be derived from a
reallowance of the asset management fee payable by the Fund) based on a
determination by TPIS of its costs and expenses incurred in performing distribution
services. In no event will such payment exceed $2.5 million. For the quarter
ended March 31, 2008, the Fund incurred an Asset Management Fee payable to the Asset Manager
equal to $609. Organizational costs, up to $1,250,000 in the aggregate, can be
paid directly by the Fund or may be reimbursed by the Fund to the General
Partner, the Asset Manager or their affiliates. Any amount of organizational
    costs in excess of $1,250,000 are borne by the Asset Manager. Prior to December
31, 2007 (and consequently, prior to the commencement of the offering), the
Asset Manager, General Partner or their affiliates had incurred in excess of
the $1,250,000 organizational, offering and related costs. The break out of the
$1,250,000 start up costs incurred by the Fund has been categorized as follows:
$263,537 pertains to organizational costs which were expensed during the three
months ended March 31, 2008, and $986,463 has been classified as deferred
offering costs, and will remain as such until the sale of the units. See Note
    4 to the Funds Condensed Financial Statements contained in Part I
    of this Form 10-Q.

On
March 13, 2007, TIAA, the initial limited partner of the Fund, entered into a
binding commitment with the Fund to contribute $50,000,000 in exchange for
50,000 units ($1,000 per unit) of limited partnership interest. The units were
sold pursuant to an exemption from registration under Section 4(2) of the
Securities Act of 1933, as amended. Draws on TIAAs commitment were contingent
upon Funds Registration Statement being declared effective by the SEC, which
occurred on March 14, 2008. As such, the proceeds of TIAAs commitment are
currently available for contribution to the Fund as and when called by the
general partner for contribution to make real estate investments, pay expenses
or for other purposes of the Fund.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not
applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS.

Not
applicable.

ITEM 5. OTHER INFORMATION.

Not
applicable.

47

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ITEM 6. EXHIBITS

| |       |  |                                                                                                                                                                                                                                                 
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | No.   |  | Description                                                                                                                                                                                                                                     
| |       |  |                                                                                                                                                                                                                                                 
|
| | 3     |  | Amended and
 Restated Limited Partnership Agreement of TIAA-CREF U.S. Real Estate Fund I,
 L.P., dated as of March 14, 2008 (1)                                                                                                                 
|
| | 4     |  | Form of
 Subscription Agreement and Subscription Agreement Signature Page (2)                                                                                                                                                                   
|
| | 10(a) |  | Escrow
 Agreement relating to custody of Subscription Agreements, dated as of
 February 1, 2008, by and among Boston Financial Data Services, Inc.,
 TIAA-CREF U.S. Real Estate Fund I, L.P. and Teachers Personal Investors
 Services, Inc. (3)
|
| | 10(b) |  | Form of
 Asset Management Agreement among TIAA-CREF U.S. Real Estate Fund I, L.P.,
 TIAA-CREF USREF I GP, LLC and Teachers Advisors, Inc. (4)                                                                                                   
|
| | 10(c) |  | Form of
 Amended and Restated Limited Liability Company Agreement of TIAA-CREF USREF I
 REIT, LLC (5)                                                                                                                                           
|
| | (31)  |  | Certificates
 of Principal Executive Officer and Principal Financial Officer pursuant to Section
    302 of Sarbanes-Oxley Act of 2002*                                                                                                         
|
| | (32)  |  | Certificate pursuant to Section 906 of Sarbanes-Oxley Act of 2002*                                                                                                                                                                              

|    |                                                                                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|*   | Filed herewith                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                          
|(1) | Previously filed and
 incorporated herein by reference to Exhibit A contained in the registrants
 prospectus filed under Rule 424(b)(3) of the Securities Act, dated March 14,
 2008 and filed with the Commission on March 14, 2008, which prospectus
 comprises a part of the registrants Registration Statement on Form S-11
 (File No. 333-141315).
|    |                                                                                                                                                                                                                                                                                                                                                          
|(2) | Previously filed and
 incorporated herein by reference to Exhibit B contained in the registrants
 prospectus filed under Rule 424(b)(3) of the Securities Act, dated March 14,
 2008 and filed with the Commission on March 14, 2008, which prospectus
 comprises a part of the registrants Registration Statement on Form S-11
 (File No. 333-141315).
|    |                                                                                                                                                                                                                                                                                                                                                          
|(3) | Previously filed and
 incorporated herein by reference to the registrants Pre-Effective Amendment
 No. 4 to the Registration Statement on Form S-11 filed with the Commission on
 March 11, 2008 (File No. 333-141315).                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                          
|(4) | Previously filed and
 incorporated herein by reference to the registrants Pre-Effective Amendment
 No. 3 to the Registration Statement on Form S-11 filed with the Commission on
 January 30, 2008 (File No.333-141315).                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                          
|(5) | Previously filed and
 incorporated herein by reference to the registrants Pre-Effective Amendment
 No. 4 to the Registration Statement on Form S-11 filed with the Commission on
 March 11, 2008 (File No. 333-141315).                                                                                                                                 

48

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SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant, TIAA-CREF U.S. Real Estate Fund I, L.P., has duly caused this
Report to be signed on its behalf by the undersigned, thereunto duly authorized,
on the 15th day of May, 2008.

| |     |                                    
| | --- | -----------------------------------
| |     | TIAA-CREF
 U.S. REAL ESTATE        
| |     | FUND I, L.P.                       
| |     |                                    
| | By: | /s/ Scott C.
 Evans                
| |     |                                    
| |     | Scott C.
 Evans                    
| |     | Principal
 Executive Officer       
| |     |                                    
| | By: | /s/ Glenn A.
 MacFarlane           
| |     |                                    
| |     | Glenn A.
 MacFarlane               
| |     | Principal
 Financial and Accounting
| |     | Officer                            

49

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