UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
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TIAA-CREF INSTITUTIONAL MUTUAL FUNDS | |||
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4 | Thorough, independent review of the proposal. The Board of Trustees of the TIAA-CREF Institutional Mutual Funds is completely independent of the management of the Advisor. In considering the proposal, the Board conducted a comprehensive review process that began in December 2004 and concluded in May 2005. We questioned the Advisor rigorously and compared the Funds’ performance and expenses with those of competing funds, using data supplied by Lipper, Inc., widely recognized as a leading independent provider of investment company data. In addition, we had the benefit of independent legal counsel throughout our deliberations. |
4 | Benefits of the proposal. As a result of our in-depth review, we determined that the proposal would benefit shareholders because it enables the Funds’ Advisor to: |
4 | Potential consequences if proposal is not approved. If shareholders do not approve the proposed new investment management agreement, the Advisor has informed the Board that it may no longer be able to serve in its advisory role to the Funds. In that case, the Advisor will recommend other possible courses of action, including closing the Funds to new investments or liquidating them, which could have negative consequences for shareholders. The Board would consider the Advisor’s recommendations, along with all other possible alternatives, in determining a course of action that would be in the best interests of Fund shareholders. |
4 | Fiduciary responsibility and ongoing oversight. The Board has a fiduciary responsibility to protect shareholder interests, which includes ensuring that all fees are appropriate, fair, and conducive to the efficient |
and effective operation of the Funds. If the proposed fee increases are approved by shareholders, the Board will review the Advisor’s profitability levels during its annual review of the Funds’ management arrangements to ensure that the fees and any profits earned by the Advisor remain reasonable in light of the Funds’ asset levels and performance. |
1. | WHAT PROPOSAL AM I BEING ASKED TO CONSIDER? |
2. | WHY HAS THIS PROPOSAL BEEN RESUBMITTED TO SHAREHOLDERS? |
3. | THE GROWTH EQUITY FUND WAS AMONG THE INSTITUTIONAL FUNDS INCLUDED IN THE ORIGINAL PROXY VOTE. WHY IS IT NOT PART OF THIS SECOND VOTE? |
4. | I VOTED ON THIS PROPOSAL DURING THE ORIGINAL PROXY VOTE HELD LAST AUGUST. DO I NEED TO VOTE AGAIN? |
5. | WHAT WILL HAPPEN IF SHAREHOLDERS DO NOT APPROVE THE NEW INVESTMENT MANAGEMENT AGREEMENT? |
4 | First, the Funds would be closed to new investments. |
4 | Second, subject to shareholder approval, the Advisor would seek to merge the Funds into new funds with the same objectives, strategies and portfolio management, but with higher fee rates comparable to those specified in the proposed new investment management agreement. |
4 | Finally, if shareholders were to reject this proposed future merger, the Funds might ultimately be liquidated, which could have negative tax consequences for shareholders. |
6. | HOW WILL SHAREHOLDERS BE AFFECTED IF ANY OF THE FUNDS NEED TO BE CLOSED OR LIQUIDATED? |
7. | HAS THE BOARD OF TRUSTEES APPROVED THIS PROPOSAL? |
8. | HOW DOES THE BOARD OF TRUSTEES SUGGEST THAT I VOTE? |
9. | I HAVE OTHER ACCOUNTS WITH TIAA-CREF. WILL THEY BE AFFECTED BY THIS PROPOSAL? |
4 | College Retirement Equities Fund (CREF) investment accounts; |
4 | TIAA Real Estate Account; |
4 | TIAA Traditional Annuity; |
4 | After-tax annuities; |
4 | Variable life insurance products; or |
4 | Other funds of the TIAA-CREF Institutional Mutual Funds that are not being resolicited for a vote. |
10. | WHY IS THE INVESTMENT MANAGEMENT AGREEMENT BEING CHANGED? |
11. | HOW WILL THE NEW INVESTMENT MANAGEMENT AGREEMENT AFFECT THE FUNDS? |
12. | HOW WILL TIAA-CREF’S PROPOSED FUND FEES COMPARE TO THOSE OF OTHER COMPANIES? |
13. | IS TIAA-CREF STILL COMMITTED TO BEING A LOW-COST, HIGH-VALUE PROVIDER? |
14. | AS A SHAREHOLDER, HOW WILL I BENEFIT FROM THE NEW INVESTMENT MANAGEMENT AGREEMENT? |
4 | Enable the Funds’ investment advisor to continue to offer you and other shareholders the high-quality service you have come to expect from TIAA-CREF, and to expand these shareholder services; |
4 | Allow the Advisor to continue to retain and attract talented investment professionals and add new investment management personnel, which would benefit the Advisor’s overall investment management program; and |
4 | Help ensure that the TIAA-CREF organization can continue to offer the Funds while remaining competitive with other low-cost providers in our industry. |
15. | IN ADDITION TO THIS SPECIFIC PROPOSAL, DOES TIAA-CREF HAVE AN OVERALL LONG-TERM PLAN FOR ITS MUTUAL FUND OFFERINGS? |
16. | WHEN WILL THE PROPOSED CHANGE TAKE EFFECT? |
17. | WHAT LEVEL OF SHAREHOLDER SUPPORT IS NEEDED TO APPROVE THE PROPOSAL? |
18. | WHO IS ENTITLED TO VOTE ON THESE CHANGES? |
19. | WHO IS BEARING THE COSTS ASSOCIATED WITH CONDUCTING THIS SECOND PROXY VOTE? |
20. | WHEN AND WHERE IS THE SPECIAL SHAREHOLDERS’ MEETING? |
21. | WHAT METHOD OF VOTING MAY I USE? |
4 | Telephone (automated service): Call the toll-free number shown on your proxy card(s) and follow the recorded instructions |
4 | Telephone (to speak to a representative of D.F. King & Co., the Funds’ proxy solicitor): 800 755-7250 (toll free) |
4 | Internet: Access the Web site shown on your proxy card(s) and follow the online instructions |
4 | Mail: Complete and return the enclosed proxy card(s) |
4 | In person: Attend the special shareholder meeting on January 25 , 2006 |
22. | WHO SHOULD I CALL IF I HAVE ADDITIONAL QUESTIONS? |
©2005 Teachers Insurance and Annuity Association—College Retirement Equities Fund (TIAA-CREF), New York, NY 10017
![]() | Retail A11074 (11/05) |
1. | To approve a new investment management agreement between each Fund and Teachers Advisors, Inc. |
2. | To address any other business that may properly come before the meeting or any adjournments thereof. |
1. | Approve a new investment management agreement between each Fund and Teachers Advisors, Inc. (the “Advisor”); |
2. | Address any other business that may properly come before the meeting or any adjournments thereof. |
(1) | By marking, signing, and mailing the enclosed proxy card in the postage-paid envelope provided; |
(2) | By logging on to the Internet site shown on your proxy card(s) and follow the on-screen instructions; |
(3) | By dialing the toll free telephone number shown on your proxy card(s) and follow the recorded instructions; and |
(4) | By voting in person at the special meeting. |
Fund | | Retail Class | | Institutional Class | | Retirement Class | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
International Equity Fund | — | 5 5,0 29,673.692 | 1 9 , 756 , 028 . 218 | |||||||||||
Large-Cap Value Fund | 12, 085 , 361 . 757 | 1 5 , 376 , 767 . 579 | 1 1 , 091 , 075 . 406 | |||||||||||
Small-Cap Equity Fund | 4,578,992.959 | 7,429,308.307 | 10,903,081.134 | |||||||||||
Real Estate Securities Fund | 10,924,445.360 | 16,849,871.454 | 9,426,200.420 | |||||||||||
Social Choice Equity Fund | — | 11,378,411.424 | 5,147,268 . 149 | |||||||||||
Bond Fund | — | 144,491,877.119 | — | |||||||||||
Inflation-Linked Bond Fund | 6,696,840.0 08 | 30,727,075.225 | — | |||||||||||
Money Market Fund | — | 199,471,549.756 | — |
• | Restructure the pricing and the services to be provided by the Advisor under the Current Agreement, which will increase the level of management fees on the Funds. See page 1 1 for details on the fees to be charged under the Proposed Agreement. |
• | At the Board’s request, introduce a breakpoint schedule for the Funds (except for Money Market Fund and Social Choice Equity Fund), which may eventually reduce the management fee rates modestly on those Funds as total asset levels increase. |
• | Include provisions that will be applicable to all of the Funds making the Advisor responsible for providing certain additional management and administrative services necessary for the operation of the Funds, including providing office space, equipment and facilities for maintaining its operations and supervising relations with the Funds’ other service providers. Some of these services are currently paid for by the Funds as “other expenses” under a service agreement with the Advisor, which will be discontinued if shareholders approve the Proposed Agreement (except with respect to retirement plan platform fees for the Retirement Class). See pages 11-12 for more details. |
• | Continue to manage the day-to-day business affairs of the Funds |
• | Cover the costs of operating mutual funds |
• | Retain and attract highly qualified investment professionals |
• | Increase the capacity of its investment management staff and expand the depth and scope of its analysts’ coverage |
• | Continue to offer a high level of service to our shareholders and take steps to enhance those services. |
• | First, the Funds would be closed to new investments; |
• | Second, subject to shareholder approval, the Advisor would seek to merge each Fund into a corresponding new fund with the same objective, strategies and portfolio management, but with higher fee rates comparable to those specified in the Proposed Agreement; and |
• | Finally, if shareholders of any Fund rejected the merger, then that Fund would ultimately be liquidated, which might involve negative tax consequences for shareholders. |
• | The Proposed Agreement provides for an increase in the management fees for the Funds, as described below. |
• | At the Board’s request, the Proposed Agreement introduces a breakpoint schedule for most of the Funds, which may eventually modestly reduce the management fee rates on those Funds as total asset levels increase. |
• | The Proposed Agreement includes provisions making the Advisor responsible for providing certain additional management and administrative services necessary for the operation of the Funds, including providing office space, equipment and facilities for maintaining its operations and supervising relations with the Funds’ other service providers. Many of these services are currently paid for by the Funds as “other expenses” under a Service Agreement with the Advisor, which will be discontinued (except with respect to retirement plan platform fees for the Retirement Class) if shareholders approve the Proposed Agreement. |
FUND | | CURRENT AGREEMENT | | PROPOSED AGREEMENT | ||||
---|---|---|---|---|---|---|---|---|
INTERNATIONAL EQUITY FUND | 0.09% | 0.50% or less* | ||||||
LARGE-CAP VALUE FUND | 0.08% | 0.45% or less* | ||||||
SMALL-CAP EQUITY FUND | 0.08% | 0.48% or less* | ||||||
SOCIAL CHOICE EQUITY FUND | 0.04% | 0.15% | ||||||
REAL ESTATE SECURITIES FUND | 0.09% | 0.50% or less* | ||||||
BOND FUND | 0.08% | 0.30% or less* | ||||||
INFLATION-LINKED BOND FUND | 0.09% | 0.30% or less* | ||||||
MONEY MARKET FUND | 0.04% | 0.10% |
* | At the Board’s request, the management fees of these Funds have modest breakpoints that may eventually gradually reduce the fee rates from the amounts indicated in the chart as each Fund’s assets grow. To see the full breakpoint schedule for these Funds please see Exhibit A. To understand the impact of these breakpoints, please see the Funds’ most recent shareholder report or go to www.tiaa-cref.org for the Funds’ net assets as of a relatively recent date. |
FUND | | CURRENT FEES | | PRO FORMA FEES | | % INCREASE | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
INTERNATIONAL EQUITY FUND | $ | 682,581 | $ | 3,792,117 | 455.6 | % | ||||||||
LARGE-CAP VALUE FUND | $ | 337,031 | $ | 1,895,799 | 462.5 | % | ||||||||
SMALL-CAP EQUITY FUND | $ | 240,946 | $ | 1,445,676 | 500.0 | % | ||||||||
SOCIAL CHOICE EQUITY FUND | $ | 56,576 | $ | 212,160 | 275.0 | % | ||||||||
REAL ESTATE SECURITIES FUND | $ | 421,529 | $ | 2,341,828 | 455.6 | % | ||||||||
BOND FUND | $ | 954,064 | $ | 3,577,740 | 275.0 | % | ||||||||
INFLATION-LINKED BOND FUND | $ | 400,210 | $ | 1,334,033 | 233.3 | % | ||||||||
MONEY MARKET FUND | $ | 75,726 | $ | 1 89,315 | 150.0 | % |
* | Please note that Eugene Flood, Jr. and Howell E. Jackson, who are currently Trustees of the Funds, did not become members of the Board until August 31, 2005. |
• | First, closing the Funds to new investments; |
• | Second, subject to shareholder approval, seeking to merge each Fund into a corresponding new fund with the same objective, strategies and portfolio management, but with higher fee rates comparable to those specified in the Proposed Agreement; and |
• | Finally, if shareholders of any Fund rejected the merger, then liquidating that Fund, which could involve negative tax consequences for shareholders. |
Fund | | Proposed Total Expense Ratio | | Median Peer Total Expense Ratio | | Difference | ||
---|---|---|---|---|---|---|---|---|
INTERNATIONAL EQUITY FUND — Institutional | 0.59% | 1.19% | –0.60% | |||||
INTERNATIONAL EQUITY FUND — Retirement | 0.80% | 1.19% | –0.39% | |||||
LARGE-CAP VALUE FUND — Institutional | 0.50% | 1.07% | –0.57% | |||||
LARGE-CAP VALUE FUND — Retirement | 0.75% | 1.07% | –0.32% | |||||
LARGE-CAP VALUE FUND — Retail | 0.99% | 1.05% | –0.06% | |||||
SMALL-CAP EQUITY FUND — Institutional | 0.55% | 1.15% | –0.60% | |||||
SMALL-CAP EQUITY FUND — Retirement | 0.78% | 1.15% | –0.37% | |||||
SMALL-CAP EQUITY FUND — Retail | 1.16% | 1.26% | –0.10% | |||||
SOCIAL CHOICE EQUITY FUND — Institutional | 0.25% | 0.99% | –0.74% | |||||
SOCIAL CHOICE EQUITY FUND — Retirement | 0.48% | 0.99% | –0.51% | |||||
REAL ESTATE SECURITIES FUND — Institutional | 0.59% | 1.11% | –0.52% | |||||
REAL ESTATE SECURITIES FUND — Retirement | 0.80% | 1.11% | –0.31% | |||||
REAL ESTATE SECURITIES FUND — Retail | 0.99% | 1.18% | –0.19% | |||||
BOND FUND — Institutional | 0.34% | 0.69% | –0.35% | |||||
INFLATION-LINKED BOND FUND — Institutional | 0.35% | 0.35% | 0.00% | |||||
INFLATION-LINKED BOND FUND — Retail | 0.80% | 0.72% | +0.08% | |||||
MONEY MARKET FUND — Institutional | 0.15% | 0.43% | –0.28% |
| Management Fees | | Other Expenses | | Total Annual Fund Operating Expenses | | Expense Reimbursement | | Net Annual Fund Operating Expenses | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
INTERNATIONAL EQUITY FUND | ||||||||||||||||||||||
Current | 0.09 | % | 0.11 | % | 0.20 | % | — | 0.20 | % | |||||||||||||
Pro Forma | 0.50 | % | 0.06 | % | 0.56 | % | — | 0.56 | % | |||||||||||||
LARGE - CAP VALUE FUND | ||||||||||||||||||||||
Current | 0.08 | % | 0.09 | % | 0.17 | % | 0.03 | % | 0.14 | % | ||||||||||||
Pro Forma | 0.45 | % | 0.03 | % | 0.48 | % | — | 0.48 | % | |||||||||||||
SMALL-CAP EQUITY FUND | ||||||||||||||||||||||
Current | 0.08 | % | 0.12 | % | 0.20 | % | 0.05 | % | 0.15 | % | ||||||||||||
Pro Forma | 0.48 | % | 0.08 | % | 0.56 | % | 0.01 | % | 0.55 | % | ||||||||||||
SOCIAL CHOICE EQUITY FUND | ||||||||||||||||||||||
Current | 0.04 | % | 0.06 | % | 0.10 | % | — | 0.10 | % | |||||||||||||
Pro Forma | 0.15 | % | 0.05 | % | 0.20 | % | — | 0.20 | % | |||||||||||||
REAL ESTATE SECURITIES FUND | ||||||||||||||||||||||
Current | 0.09 | % | 0.07 | % | 0.16 | % | — | 0.16 | % | |||||||||||||
Pro Forma | 0.50 | % | 0.06 | % | 0.56 | % | 0.01 | % | 0.55 | % | ||||||||||||
BOND FUND | ||||||||||||||||||||||
Current | 0.08 | % | 0.06 | % | 0.14 | % | — | 0.14 | % | |||||||||||||
Pro Forma | 0.30 | % | 0.03 | % | 0.33 | % | — | 0.33 | % | |||||||||||||
INFLATION-LINKED BOND FUND | ||||||||||||||||||||||
Current | 0.09 | % | 0.06 | % | 0.15 | % | 0.01 | % | 0.14 | % | ||||||||||||
Pro Forma | 0.30 | % | 0.04 | % | 0.34 | % | — | 0.34 | % | |||||||||||||
MONEY MARKET FUND | ||||||||||||||||||||||
Current | 0.04 | % | 0.05 | % | 0.09 | % | — | 0.09 | % | |||||||||||||
Pro Forma | 0.10 | % | 0.05 | % | 0.15 | % | — | 0.15 | % |
| Management Fees | | Other Expenses | | Total Annual Fund Operating Expenses | | Expense Reimbursement | | Net Annual Fund Operating Expenses | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
INTERNATIONAL EQUITY FUND | ||||||||||||||||||||||
Current | 0.09 | % | 0.49 | % | 0.58 | % | 0.03 | % | 0.55 | % | ||||||||||||
Pro Forma | 0.50 | % | 0.37 | % | 0.87 | % | 0.07 | % | 0.80 | % | ||||||||||||
LARGE-CAP VALUE FUND | ||||||||||||||||||||||
Current | 0.08 | % | 0.43 | % | 0.51 | % | 0.03 | % | 0.48 | % | ||||||||||||
Pro Forma | 0.45 | % | 0.34 | % | 0.79 | % | 0.04 | % | 0.75 | % | ||||||||||||
SMALL-CAP EQUITY FUND | ||||||||||||||||||||||
Current | 0.08 | % | 0.46 | % | 0.54 | % | 0.06 | % | 0.48 | % | ||||||||||||
Pro Forma | 0.48 | % | 0.37 | % | 0.85 | % | 0.07 | % | 0.78 | % | ||||||||||||
SOCIAL CHOICE EQUITY FUND | ||||||||||||||||||||||
Current | 0.04 | % | 0.48 | % | 0.52 | % | 0.08 | % | 0.44 | % | ||||||||||||
Pro Forma | 0.15 | % | 0.39 | % | 0.54 | % | 0.06 | % | 0.48 | % | ||||||||||||
REAL ESTATE SECURITIES FUND | ||||||||||||||||||||||
Current | 0.09 | % | 0.41 | % | 0.50 | % | 0.03 | % | 0.47 | % | ||||||||||||
Pro Forma | 0.50 | % | 0.34 | % | 0.84 | % | 0.03 | % | 0.81 | % |
| Management Fees | | Distribution (12b-1) Fees | | Other Expenses | | Total Annual Fund Operating Expenses | | Expense Reimbursement | | Net Annual Fund Operating Expenses | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
LARGE-CAP VALUE FUND | ||||||||||||||||||||||||||
Current | 0.08 | % | 0.00 | %* | 0.41 | % | 0.49 | % | 0.05 | % | 0.44 | % | ||||||||||||||
Pro Forma | 0.45 | % | 0.25 | % | 0.29 | % | 0.99 | % | 0.19 | % | 0.80 | % | ||||||||||||||
SMALL-CAP EQUITY FUND | ||||||||||||||||||||||||||
Current | 0.08 | % | 0.00 | %* | 0.30 | % | 0.38 | % | 0.08 | % | 0.30 | % | ||||||||||||||
Pro Forma | 0.48 | % | 0.25 | % | 0.43 | % | 1.16 | % | 0.31 | % | 0.85 | % | ||||||||||||||
REAL ESTATE SECURITIES FUND | ||||||||||||||||||||||||||
Current | 0.09 | % | 0.00 | %* | 0.41 | % | 0.50 | % | 0.05 | % | 0.45 | % | ||||||||||||||
Pro Forma | 0.50 | % | 0.25 | % | 0.24 | % | 0.99 | % | 0.09 | % | 0.90 | % | ||||||||||||||
INFLATION-LINKED BOND FUND | ||||||||||||||||||||||||||
Current | 0.09 | % | 0.00 | %* | 0.24 | % | 0.33 | % | 0.03 | % | 0.30 | % | ||||||||||||||
Pro Forma | 0.30 | % | 0.25 | % | 0.25 | % | 0.80 | % | 0.30 | % | 0.50 | % |
* | Shareholders of each of these Funds approved a new 12b-1 distribution p lan of up to 0.25% of average daily net assets on August 31, 2005. This plan will be implemented for each Fund |
| 1 Year | | 3 Years | | 5 Years | | 10 Years | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
INTERNATIONAL EQUITY FUND | ||||||||||||||||||
Current | $ | 20 | $ | 64 | $ | 113 | $ | 255 | ||||||||||
Pro Forma | $ | 57 | $ | 179 | $ | 313 | $ | 701 | ||||||||||
LARGE-CAP VALUE FUND | ||||||||||||||||||
Current | $ | 14 | $ | 52 | $ | 93 | $ | 214 | ||||||||||
Pro Forma | $ | 49 | $ | 154 | $ | 269 | $ | 604 | ||||||||||
SMALL-CAP EQUITY FUND | ||||||||||||||||||
Current | $ | 15 | $ | 59 | $ | 108 | $ | 250 | ||||||||||
Pro Forma | $ | 56 | $ | 178 | $ | 312 | $ | 701 | ||||||||||
REAL ESTATE SECURITIES FUND | ||||||||||||||||||
Current | $ | 16 | $ | 52 | $ | 90 | $ | 205 | ||||||||||
Pro Forma | $ | 56 | $ | 178 | $ | 312 | $ | 701 | ||||||||||
SOCIAL CHOICE EQUITY FUND | ||||||||||||||||||
Current | $ | 10 | $ | 32 | $ | 56 | $ | 128 | ||||||||||
Pro Forma | $ | 20 | $ | 64 | $ | 113 | $ | 255 | ||||||||||
BOND FUND | ||||||||||||||||||
Current | $ | 14 | $ | 45 | $ | 79 | $ | 179 | ||||||||||
Pro Forma | $ | 34 | $ | 106 | $ | 185 | $ | 418 | ||||||||||
INFLATION-LINKED BOND FUND | ||||||||||||||||||
Current | $ | 14 | $ | 47 | $ | 84 | $ | 191 | ||||||||||
Pro Forma | $ | 35 | $ | 109 | $ | 191 | $ | 431 | ||||||||||
MONEY MARKET FUND | ||||||||||||||||||
Current | $ | 9 | $ | 29 | $ | 51 | $ | 115 | ||||||||||
Pro Forma | $ | 15 | $ | 48 | $ | 85 | $ | 192 |
| 1 Year | | 3 Years | | 5 Years | | 10 Years | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
INTERNATIONAL EQUITY FUND | ||||||||||||||||||
Current | $ | 56 | $ | 183 | $ | 321 | $ | 723 | ||||||||||
Pro Forma | $ | 82 | $ | 271 | $ | 476 | $ | 1,069 | ||||||||||
LARGE-CAP VALUE FUND | ||||||||||||||||||
Current | $ | 49 | $ | 161 | $ | 282 | $ | 638 | ||||||||||
Pro Forma | $ | 77 | $ | 248 | $ | 435 | $ | 976 | ||||||||||
SMALL-CAP EQUITY FUND | ||||||||||||||||||
Current | $ | 49 | $ | 167 | $ | 296 | $ | 671 | ||||||||||
Pro Forma | $ | 80 | $ | 264 | $ | 465 | $ | 1,046 | ||||||||||
SOCIAL CHOICE EQUITY FUND | ||||||||||||||||||
Current | $ | 45 | $ | 159 | $ | 283 | $ | 645 | ||||||||||
Pro Forma | $ | 49 | $ | 167 | $ | 296 | $ | 673 | ||||||||||
REAL ESTATE SECURITIES FUND | ||||||||||||||||||
Current | $ | 48 | $ | 157 | $ | 277 | $ | 625 | ||||||||||
Pro Forma | $ | 83 | $ | 265 | $ | 463 | $ | 1,036 |
| 1 Year | | 3 Years | | 5 Years | | 10 Years | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
LARGE-CAP VALUE FUND | ||||||||||||||||||
Current | $ | 45 | $ | 207 | $ | 384 | $ | 902 | ||||||||||
Pro Forma | $ | 82 | $ | 297 | $ | 530 | $ | 1,205 | ||||||||||
SMALL-CAP EQUITY FUND | ||||||||||||||||||
Current | $ | 31 | $ | 169 | $ | 320 | $ | 766 | ||||||||||
Pro Forma | $ | 87 | $ | 339 | $ | 612 | $ | 1,400 | ||||||||||
REAL ESTATE SECURITIES FUND | ||||||||||||||||||
Current | $ | 46 | $ | 210 | $ | 389 | $ | 914 | ||||||||||
Pro Forma | $ | 92 | $ | 307 | $ | 539 | $ | 1,209 | ||||||||||
INFLATION-LINKED BOND FUND | ||||||||||||||||||
Current | $ | 31 | $ | 1 58 | $ | 297 | $ | 7 08 | ||||||||||
Pro Forma | $ | 51 | $ | 226 | $ | 417 | $ | 975 |
Name | Fund and Class | Shares | Percentage | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Herbert M. Allison, Jr. | Small-Cap Equity Fund (Retail Class) | 97,648.80 | 2.1 4 % |
(a) | If to Trust or the Funds — TIAA-CREF Institutional Mutual Funds 730 Third Avenue New York, New York 10017-3206 Attention: [] |
(b) | If to Advisor — Teachers Advisors, Inc. 730 Third Avenue New York, New York 10017-3206 Attention: Scott Evans |
Assets Under Management (Billions) | Fee Rate (average daily net assets) | |||||
---|---|---|---|---|---|---|
$ | 0.50 | % | ||||
Over | 0.48 | % | ||||
Over | 0.46 | % | ||||
Over $4.0 | 0.44 | % |
Assets Under Management (Billions) | Fee Rate (average daily net assets) | |||||
---|---|---|---|---|---|---|
$ | 0.45 | % | ||||
Over | 0.43 | % | ||||
Over | 0.41 | % | ||||
Over $4.0 | 0.39 | % |
Assets Under Management (Billions) | Fee Rate (average daily net assets) | |||||
---|---|---|---|---|---|---|
$ | 0.48 | % | ||||
Over | 0.46 | % | ||||
Over | 0.44 | % | ||||
Over $1.0 | 0.42 | % |
Assets Under Management (Billions) | Fee Rate (average daily net assets) | |||||
---|---|---|---|---|---|---|
$ | 0.35 | % | ||||
Over | 0.34 | % | ||||
Over | 0.33 | % | ||||
Over $4.0 | 0.32 | % |
Assets Under Management (Billions) | Fee Rate (average daily net assets) | |||||
---|---|---|---|---|---|---|
$ | 0.30 | % | ||||
Over | 0.29 | % | ||||
Over | 0.28 | % | ||||
Over $4.0 | 0.27 | % |
Assets Under Management (Billions) | Fee Rate (average daily net assets) | |||||
---|---|---|---|---|---|---|
$ | 0.25 | % | ||||
Over | 0.24 | % | ||||
Over | 0.23 | % | ||||
Over $4.0 | 0.22 | % |
Assets Under Management (Billions) | Fee Rate (average daily net assets) | |||||
---|---|---|---|---|---|---|
All Assets | 0.04 | % |
Assets Under Management (Billions) | Fee Rate (average daily net assets) | |||||
---|---|---|---|---|---|---|
All Assets | 0.15 | % |
Assets Under Management (Billions) | Fee Rate (average daily net assets) | |||||
---|---|---|---|---|---|---|
All Assets | 0.00 | % |
Assets Under Management (Billions) | Fee Rate (average daily net assets) | |||||
---|---|---|---|---|---|---|
All Assets | 0.10 | % |
Assets Under Management (Billions) | Fee Rate (average daily net assets) | |||||
---|---|---|---|---|---|---|
All Assets | 0.10 | % |
Name and Address | Position with the Advisor | Principal Occupation | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Scott C. Evans TIAA-CREF 730 Third Avenue New York, NY 10017-3206 | Director, President and Chief Executive Officer | Director Executive Vice President and Chief Investment | ||||||||
Erwin W. Martens TIAA-CREF 730 Third Avenue New York, NY 10017-3206 | Director | Executive Vice President, Risk Management, of TIAA and the TIAA-CREF | ||||||||
Russell Noles TIAA-CREF 730 Third Avenue New York, NY 10017-3206 | Director | Vice President and Acting Chief Financial Officer of TIAA |
Name of Fund | | Net Assets1 | | Rate of Compensation2 3 | | Waivers or Reimbursements | ||
---|---|---|---|---|---|---|---|---|
TIAA-CREF Life Funds International Equity Fund | $ 67,421,09 3 | 0.29% | None | |||||
TIAA-CREF Life Funds Large-Cap Value Fund | $ 46,798,075 | 0.24% | None | |||||
TIAA-CREF Life Funds Small-Cap Equity Fund | $ 44,533,07 5 | 0.10% | None | |||||
TIAA-CREF Life Funds Real Estate Securities Fund | $ 70,526,236 | 0.25% | None | |||||
TIAA-CREF Life Funds Stock Index Fund | $148,771,428 | 0.06% | None | |||||
TIAA-CREF Life Funds Social Choice Equity Fund | $ 30,470,7 08 | 0.07% | None | |||||
TIAA-CREF Life Funds Bond Fund | $ 64,789,534 | 0.10% | None | |||||
TIAA-CREF Life Funds Money Market Fund | $ 36,492,989 | 0.06% | None | |||||
TIAA-CREF Mutual Funds International Equity Fund | $399,140,221 | 0.49% | None | |||||
TIAA-CREF Mutual Funds Social Choice Equity Fund | $148,804,368 | 0.27% | None | |||||
TIAA-CREF Mutual Funds Equity Index Fund | $360,658,540 | 0.26% | None | |||||
TIAA-CREF Mutual Funds Money Market Fund | $608,215,538 | 0.29% | None | |||||
TIAA-CREF Mutual Funds Bond Plus Fund | $484,665,116 | 0.30% | None | |||||
TIAA Separate Account VA-1 | $916,074,668 | 0.30% | Waived down to 0.07% |
1 | As of September 30, 2005. |
2 | As a percentage of average daily net assets. |
3 | The fees paid to the Advisor by the Funds in this chart are unitary fees and include expenses other than management fees. |
| Institutional Class | | Retirement Class | |||||
---|---|---|---|---|---|---|---|---|
International Equity Fund | 0.10% | 0.30% | ||||||
Large-Cap Value Fund | 0.05% | 0.30% | ||||||
Small-Cap Equity Fund | 0.07% | 0.30% | ||||||
Social Choice Equity Fund | 0.05% | 0.33% | ||||||
Real Estate Securities Fund | 0.05% | 0.31% | ||||||
Bond Fund | 0.05% | — | ||||||
Inflation-Linked Bond Fund | 0.05% | — | ||||||
Money Market Fund | 0.05% | — |
Retail Class | ||||||
---|---|---|---|---|---|---|
Large-Cap Value Fund | 0.80 | % | ||||
Small-Cap Equity Fund | 0.85 | % | ||||
Real Estate Securities Fund | 0.90 | % | ||||
Inflation-Linked Bond Fund | 0.50 | % |
Fund/Class | | | Current Fees | | Pro Forma Fees * | | % Decrease | |||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
International Equity Fund | — Institutional Class | $180,589 | $ 0 | –100% | ||||||||
International Equity Fund | — Retirement Class | $531,918 | $391,146 | –26.47% | ||||||||
Large-Cap Value Fund | — Institutional Class | $ 53,059 | $ 0 | –100% | ||||||||
Large-Cap Value Fund | — Retirement Class | $428,744 | $315,253 | –26.47% | ||||||||
Large-Cap Value Fund | — Retail Class | $536,385 | $ 0 | –100% | ||||||||
Small-Cap Equity Fund | — Institutional Class | $ 33,477 | $ 0 | –100% | ||||||||
Small-Cap Equity Fund | — Retirement Class | $ 511,653 | $376,215 | –26.47% | ||||||||
Small-Cap Equity Fund | — Retail Class | $127,306 | $ 0 | –100% | ||||||||
Social Choice Equity Fund | — Institutional Class | $ 20,414 | $ 0 | –100% | ||||||||
Social Choice Equity Fund | — Retirement Class | $133,822 | $ 98,399 | –26.47% | ||||||||
Real Estate Securities Fund | — Institutional Class | $ 81,135 | $ 0 | –100 % | ||||||||
Real Estate Securities Fund | — Retirement Class | $420,519 | $30 9 ,205 | –26.47% | ||||||||
Real Estate Securities Fund | — Retail Class | $468,077 | $ 0 | –100% | ||||||||
Bond Fund | — Institutional Class | $477,032 | $ 0 | –100% | ||||||||
Inflation-Linked Bond Fund | — Institutional Class | $112,088 | $ 0 | –100% | ||||||||
Inflation-Linked Bond Fund | — Retail Class | $127,877 | $ 0 | –100% | ||||||||
Money Market Fund | — Institutional Class | $ 56,794 | $ 0 | –100% |
* | Since a new Retirement Class Service Agreement would replace the current Service Agreement if the new investment management arrangements are approved, this column reflects th at pro forma payments will be made by the Retirement Class only, since the Institutional Class and Retail Class would no longer be subject to a Service Agreement. |
• | The Fund’s new management fees would be in the first quintile of its Expense Universe (ranking 14 out of 96 funds). |
• | The Fund outperformed its benchmark for the one-year and since inception periods ended 12/31/04. |
• | For the one-year period ended 12/31/04, the Fund was in the first quintile of its Performance Universe (ranking 20 out of 470 funds). (The Fund has not been in operation for three years.) |
• | The Advisor earned a modest profit on the Fund for the one-year period ended 12/31/04. |
• | The Fund’s new management fees would be in the first quintile of its Expense Universe (ranking 5 out of 115 funds). |
• | For the one-year period ended 12/31/04, the Fund was in the second quintile of its Performance Universe (ranking 198 out of 560 funds). (The Fund has not been in operation for three years.) |
• | The Fund outperformed its benchmark for the one-year and since inception periods ended 12/31/04. |
• | The Advisor earned a modest profit on the Fund for the one-year period ended 12/31/04. |
• | The Fund’s new management fees would be in the first quintile of its Expense Universe (ranking 3 out of 93 funds). |
• | The Fund outperformed its benchmark for the one-, three- and five-year periods ended 12/31/04, underperformed its benchmark since inception through 12/31/04. |
• | For the one-year period ended 12/31/04, the Fund was in the second quintile of its Performance Universe (ranking 229 out of 697 funds). |
• | For the three- and five-year periods ended 12/31/04, the Fund was in the third quintile of its Performance Universe (ranking 203 out of 501 funds and 202 out of 338 funds, respectively). |
• | The Fund received an Overall Morningstar Rating of three stars for the period ended 12/31/04. |
• | The Advisor had a net loss on the Fund for the one-year period ended 12/31/04. |
• | The Fund’s new management fees would be in the first quintile of its Expense Universe (ranking 8 out of 40 funds). |
• | The Fund slightly underperformed its benchmark for the one-year period and outperformed its benchmark in the three-year period. |
• | For the one-year period ended 12/31/04, the Fund was in the third quintile of its Performance Universe (ranking 88 out of 211 funds). (The Fund has not been in operation for three years.) |
• | The Advisor had a net loss on the Fund for the one-year period ended 12/31/04. |
• | The Fund’s new management fees would be in the first quintile of its Expense Universe (ranking 14 out of 155 funds). |
• | The Fund underperformed its benchmark for the one- and five-year periods, and outperformed its benchmark for the three-year and since inception periods. |
• | For the one-year period ended 12/31/04, the Fund was in the third quintile of its Performance Universe (ranking 151 out of 263 funds). |
• | For the three-year period ended 12/31/04, the Fund was in the second quintile of its Performance Universe. (ranking 58 out of 226 funds) |
• | For the five-year period ended 12/31/04, the Fund was in the fourth quintile of its Performance Universe. (ranking 101 out of 162 funds) |
• | The Fund received an Overall Morningstar Rating of three stars for the period ended 12/31/04. |
• | The Advisor had a net loss on the Fund for the one-year period ended 12/31/04. |
• | The Fund’s new management fees would be in the third quintile of its Expense Universe (ranking 6 out of 10 funds). |
• | The Fund slightly underperformed its benchmark for the one-year and since inception periods. |
• | For the one-year period ended 12/31/04, the Fund was in the second quintile of its Performance Universe (ranking 12 out of 54 funds). (The Fund has not been in operation for three years.) |
• | The Advisor had a net loss on the Fund for the one-year period ended 12/31/04. |
• | The Fund’s new management fees would be in the first quintile of its Expense Universe (ranking 24 out of 121 funds). |
• | The Fund slightly underperformed its benchmark for the one-year period and outperformed its benchmark in the three-year, five-year and since inception periods. |
• | For the one-year period ended 12/31/04, the Fund was in the second quintile of its Performance Universe (ranking 149 out of 458 funds). |
• | For the three- and five-year periods ended 12/31/04, the Fund was in the first quintile of its Performance Universe (ranking 64 out of 379 funds and 46 out of 268 funds). |
• | The Fund received an Overall Morningstar Rating of four stars for the period ended 12/31/04. |
• | The Advisor had a net loss on the Fund for the one-year period ended 12/31/04. |
• | The Fund’s new management fees would be in the first quintile of its Expense Universe (ranking 12 of 249 funds). |
• | The Fund outperformed its benchmark for the one-year, three-year, five-year and since inception periods. |
• | For the one, three- and five-year periods ended 12/31/04, the Fund was in the first quintile of its Performance Universe (ranking 14 out of 295 funds; 31 out of 254 funds; and 37 out of 197 funds, respectively). |
• | The Advisor had a net loss on the Fund for the one-year period ended 12/31/04. |
* | The following shares are held for the benefit of clients of TIAA-CREF Trust Company, FSB. If any customer individually owns 5% or more of a class of a Fund, they are also reported separately below under their names. |
Fund/Class | | Percent of Holdings | | Shares | ||
---|---|---|---|---|---|---|
Large-Cap Value Fund — Institutional Class | 12.53% | 1,882,845.94 | ||||
Real Estate Securities Fund — Institutional Class | 33.73% | 5,617,222.09 | ||||
Inflation-Linked Bond Fund — Institutional Class | 13.39% | 4,075,740.52 | ||||
Small-Cap Equity Fund — Institutional Class | 52.44% | 3,862,086.47 | ||||
International Equity Fund — Institutional Class | 31.03% | 17,020,809.68 | ||||
Social Choice Equity Fund — Institutional Class | 64.41% | 7,213,361.96 | ||||
Bond Fund — Institutional Class | 22.78% | 32,834,354.46 |
Fund/Class | | Percent of Holdings | | Shares | ||
---|---|---|---|---|---|---|
International Equity Fund — Institutional Class | 23.64% | 12,979,586.48 | ||||
Social Choice Equity Fund — Institutional Class | 26.94% | 3,045,397.13 | ||||
Inflation-Linked Bond Fund — Institutional Class | 14.37% | 4,375,123 . 55 | ||||
Bond Fund — Institutional Class | 19.20% | 27,678,960.22 | ||||
Large-Cap Value Fund — Institutional Class | 14.20% | 2,149,063.30 | ||||
Real Estate Securities Fund — Institutional Class | 35.04% | 5,837,500.70 | ||||
Small-Cap Equity Fund — Institutional Class | 53.26% | 3,922,787.39 |
* | The majority of these shares are held for the benefit of clients of the Trust Company by SEI and are included in the ownership totals for SEI noted above. The Trust Company holds these shares in a fiduciary capacity for its clients and has investment discretion over them. |
Fund/Class | | Percent of Holdings | | Shares | ||
---|---|---|---|---|---|---|
Large-Cap Value Fund — Institutional Class | 41.36% | 6,215,621.77 | ||||
Small-Cap Equity Fund — Institutional Class | 14.39% | 1,059,578.02 | ||||
International Equity Fund — Institutional Class | 8.56% | 4,699,694.04 | ||||
Social Choice Equity Fund — Institutional Class | 39.99% | 4,519,935.14 | ||||
Money Market Fund — Institutional Class | 25.45% | 51,054,241.70 |
Fund/Class | | Percent of Holdings | | Shares | ||
---|---|---|---|---|---|---|
Large-Cap Value Fund — Institutional Class | 12.17% | 1,828,895.85 | ||||
Money Market Fund — Institutional Class | 13.71% | 27,500,327.73 |
Fund/Class | | Percent of Holdings | | Shares | ||
---|---|---|---|---|---|---|
Inflation-Linked Bond Fund — Institutional Class | 10.75% | 3,271,876.40 | ||||
Small-Cap Equity Fund — Institutional Class | 15.65% | 1,152,339.75 | ||||
International Equity Fund — Institutional Class | 8.22% | 4,509,793.16 | ||||
Money Market Fund — Institutional Class | 21.32% | 42,761,807.91 |
Fund/Class | | Percent of Holdings | | Shares | ||
---|---|---|---|---|---|---|
Large-Cap Value Fund — Institutional Class | 24.61% | 3,698,829.90 | ||||
Real Estate Securities Fund — Institutional Class | 7.65% | 1,274,942.51 | ||||
Small-Cap Equity Fund — Institutional Class | 9.23% | 679,669.40 | ||||
International Equity Fund — Institutional Class | 6.04% | 3,316,068.70 | ||||
Money Market Fund — Institutional Class | 13.42% | 26,920,088.95 |
Fund/Class | | Percent of Holdings | | Shares | ||
---|---|---|---|---|---|---|
Real Estate Securities Fund — Retail Class | 9.68% | 1,080,538.10 |
Fund/Class | | Percent of Holdings | | Shares | ||
---|---|---|---|---|---|---|
Large-Cap Value Fund — Retail Class | 65.66% | 7,911,938.61 | ||||
Small-Cap Equity Fund — Retail Class | 23.41% | 1,067,809.27 |
Fund/Class | | Percent of Holdings | | Shares | ||
---|---|---|---|---|---|---|
International Equity Fund — Retirement Class | 9.20% | 1,718,761.11 | ||||
Large-Cap Value Fund — Retirement Class | 9.00% | 992,090.99 | ||||
Real Estate Securities Fund — Retirement Class | 12.18% | 1,249,347.11 | ||||
Small-Cap Equity Fund — Retirement Class | 11.67% | 1,265,613.41 |
Fund/Class | | Percent of Holdings | | Shares | ||
---|---|---|---|---|---|---|
Social Choice Equity Fund — Retirement Class | 95.77% | 4,759,535.32 | ||||
International Equity Fund — Retirement Class | 90.79% | 16,958,743.95 | ||||
Large-Cap Value Fund — Retirement Class | 91.00% | 10,029,357.04 | ||||
Real Estate Securities Fund — Retirement Class | 87.69% | 8,993,040.37 | ||||
Small-Cap Equity Fund — Retirement Class | 88.33% | 9,582,123.26 |
* | These shares generally are held on behalf of retirement plan participants. None of these participants individually owns 5% or more of a class of a Fund. |
Retail IMF | A110 75 ( 11 /05) |
![]() | P.O. BOX 9132 HINGHAM, MA 02043-9132 | THREE EASY WAYS TO VOTE YOUR PROXY. | ||||||||||||||||
To vote by Telephone | To vote by Internet | To vote by Mail | ||||||||||||||||
1) 2) 3) | Read the Proxy Statement and have this Proxy card at hand. Call 1-888-221-0697. Follow the recorded instructions. | 1) 2) 3) | Read the Proxy Statement and have this Proxy card at hand. Go to Website www.proxyweb.com/TIAA-CREF Follow the on-screen instructions. | 1) 2) 3) 4) | Read the Proxy Statement. Check the appropriate box on the reverse side. Sign and date the Proxy card. Return the Proxy card in the envelope provided. | |||||||||||||
IF YOU VOTE BY TELEPHONE OR INTERNET, DO NOT MAIL YOUR CARD. |
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS PROXY
SOLICITED BY THE BOARD OF TRUSTEES
By signing this form, I authorize Willard T. Carleton, E. Laverne Jones, and five-year periods ended 12/31/04,Maceo K. Sloan, singly or together, with power of substitution in each, to represent me and cast my vote at the Fund was
in the first quintile of its Performance Universe (ranking 14 out of
295 funds; 31 out of 254 funds; and 37 out of 197 funds, respectively).
o The Advisor had a net loss on the Fund for the one-year period ended
12/31/04.
The Board considered that the management fees for the remaining Funds of
Institutional Funds would not be changing under the Proposed Agreement, and
therefore relied on their analysis for the contract renewal of the Current
Agreement for those Funds.
4
DRAFT
EXHIBIT H
DISTRIBUTION PLAN TIAA-CREF Institutional Mutual Funds
Retail Class
[_______], 2005
A. TIAA-CREF Institutional Mutual Funds (the "Institutional Fund"), an open-end
management investment company registered with the Securities and Exchange
Commission under the Investment Company Act of 1940, as amended (the "1940
Act"), has adopted this distribution plan (the "Plan") in accordance with Rule
12b-1 under the 1940 Act.
B. The Plan pertainsFunds’ special meeting to the Retail Class shares of beneficial interest
("Shares") of the series of the Institutional Fund listedbe held on Schedule A hereto,
as such Schedule may be amended from time to time (each a "Fund" and
collectively, the "Funds").
1. Each Fund may reimburse Teachers Personal Investors Services, Inc.
(the "principal underwriter") for all or part of certain expenses described in
paragraph 2 herein that are incurred in connection with the promotion and
distribution of Shares (such expenses, the "Fund Distribution Expenses").
Reimbursements by a Fund under the Plan may be paid monthly up to a rate or
rates approved from time to time by the Board of Trustees of the Institutional
Fund (the "Board"), provided that no rate approved by the Board for any Fund may
exceed the annual rate of 0.25% of the average daily net asset value of Shares
of such Fund (the "Maximum Distribution Fee"). Reimbursements paid during a
month may include Fund Distribution Expenses not previously reimbursed that were
accrued during any month in the immediately-preceding twelve-month period,
subject to the annual rate approved by the Board. For purposes of determining
the reimbursements payable under the Plan, the net asset value of the Shares of
a Fund is computed in accordance with the Declaration of Trust of the
Institutional Fund.
2. A Fund may reimburse the principal underwriter for Fund Distribution
Expenses up to the amount of the Maximum Distribution Fee, for expenses it
incurs to finance any activity that is primarily intended to promote the sale of
Shares and/or provide ongoing servicing and maintenance of the accounts of
shareholders of the Funds, including, but not limited to, compensation of
dealers and others for the expenses of their various activities primarily
intended to promote the sale of Shares and for providing personal and account
maintenance services to Fund shareholders, and salaries and other expenses
(including overhead) of the principal underwriter relating to the distribution
and account servicing efforts. Without limiting the generality of the foregoing,
categories of Fund Distribution Expenses include:
(a) expenses incurred for the preparation and distribution of sales
literature and advertising used in connection with the offering of
Fund Shares;
(b) the cost of printing and distributing the Funds' prospectus and
statement of additional information (or supplements thereto) used
in connection with the offering of Fund Shares;
(c) the cost of printing and distributing additional copies, for use
as sales literature for the Fund Shares, of annual reports and
other communications prepared for the Funds;
(d) the cost of holding seminars and sales meetings designed to
promote the sale of Fund Shares; and
(e) the cost of any other activity that the Board determines is
primarily intended to promote the sale of Fund Shares.
3. Agreements between the principal underwriter and selected
broker-dealers or other persons may provide for payment of fees to such
broker-dealers or other persons in connection with the sale of Fund Shares and
the provision of services to holders of Fund Shares. This Plan shall not be
construed as requiring the Institutional Fund to make any payment to any party
or to have any obligations to any party in connection with services relating to
the Fund Shares. The principal underwriter undertakes that any agreement entered
into between the principal underwriterJanuary 25, 2006 at 2:00 p.m. at 730 Third Avenue, New York, New York, and any other party relating to sales of
Fund Shares shall provide that such other party shall look solely toadjournment or postponement thereof. They will vote as I instruct. If no directions are given, or if the principal underwriter for compensation for its services thereunder, and that in
no event shall such party seek any payment from a Fund orinstructions are contradictory, the Institutional
Fund.
4. Nothing contained in this Plan shall be deemed to require the
Institutional Fund to take any action contrary to its Declaration of Trust or
any applicable statutory or regulatory requirement to which it is subject or by
which it is bound, or to relieve or deprive the Board of the responsibility for
and control of the conduct of the affairs of the Institutional Fund.
5. This Plan is effective with respect to a Fund upon approval by aproxies will vote of a majority of the Board and a vote of a majority of the trustees who are
not "interested persons" (as this term is defined in the 1940 Act) of the
Institutional Fund and who have no direct or indirect financial interest in the
operation of the Plan or in any agreement related to the Plan (the "qualified
disinterested trustees"), such votes having been cast in person at a meeting
called for the purpose of voting on the Plan.
6. This Plan will remain in effect with respect to a Fund beyond the
first anniversary of its effective date only if its continuance is specifically
approved at least annually by a vote of both a majority of the Board and a
majority of the qualified disinterested trustees. In connection with the annual
review and approval of this Plan, the principal underwriter shall furnish the
Board with such information as the Board may request as may reasonably be
necessary in order to enable the Board to make an informed determination of
whether the Plan should be continued. This Plan shall expire on the last day of
the Fund's fiscal year in any year in which such approval is not obtained.
7. The Trust and the principal underwriter shall provide the Board,
and the Board shall review, at least quarterly, a written report of the amounts
expended under this Plan and the purposes for which such expenditures were made.
In the event that any such expenses are not entirely attributable to the Shares
of any particular Fund, the principal underwriter may allocate such expenses to
the Shares of each Fund deemed to be reasonably likely to benefit therefrom
based upon the ratio of the average daily net assets of each Fund during the
previous period to the aggregate average daily net assets for such period of all
Funds and all other affiliated investment companies and series thereof deemed to
be reasonably likely to benefit therefrom. Any such allocation is subject to
such adjustments as the principal underwriter, with approval from the Board,
shall deem appropriate to render the allocation fair and equitable under the
circumstances.
8. This Plan may be amended at any time by the Board, provided that
(i) it may not be amended to increase materially the amount that may be spent
for distribution and servicing of a Fund's Shares without the approval of
holders of a "majority of the outstanding voting securities" (as this phrase is
defined in the 1940 Act) of the Fund and withoutFOR the approval of a majoritynew investment management agreement.
Date _______________________, 200_ | ||
Signature | (Sign in the Box) | |
When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please indicate your full name and title. | ||
imf - jl |
Please fill in box(es) as shown using black or blue ink or number 2 pencil. X PLEASE DO NOT USE FINE POINT PENS. |
Unless you have voted by Internet or telephone, please sign and date this ballot on the reverse side and return it in the enclosed postage-paid envelope to MIS, the Fund’s tabulator, at 60 Research Road, Hingham, MA 02043. MIS has been engaged to tabulate ballots returned by mail to preserve the confidentiality of bothyour ballot. If you vote by Internet or phone, your vote authorizes the proxies named on the front of your proxy card to cast your votes in the same manner as if you marked, signed, and returned your card. All votes cast by Internet, phone, or proxy card must be received by 4:00 p.m. (eastern time) on January 24, 2006. If you vote via the Internet or phone, please do NOT mail back your proxy card.
The Board of Trustees Recommends a Vote FOR the proposal. | |||||||
FOR | AGAINST | ABSTAIN | |||||
1. | To approve a new investment management agreement between the Fund and Teachers Advisors, Inc. | 0 | 0 | 0 | |||
PLEASE SIGN AND DATE ON THE REVERSE SIDE. | |||||||
imf - jl |
![]() | P.O. BOX 9132 HINGHAM, MA 02043-9132 | ![]() This form is your EzVote Consolidated Proxy. It reflects all of your accounts registered to the same Social Security or Tax I.D. number at this address. By voting and signing the Consolidated Proxy Card, you are voting all of these accounts in the same manner as indicated on the reverse side of the form. | |||
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS PROXY
SOLICITED BY THE BOARD OF TRUSTEES
By signing this form, I authorize Willard T. Carleton, E. Laverne Jones, and Maceo K. Sloan, singly or together, with power of substitution in each, to represent me and cast my vote at the TIAA-CREF Institutional Mutual Funds’ special meeting to be held on January 25, 2006 at 2:00 p.m. at 730 Third Avenue, New York, New York, and any adjournment or postponement thereof. They will vote as I instruct. If no directions are given, or if the instructions are contradictory, the proxies will vote FOR the approval of a new investment management agreement.
Date _______________________, 200_ | ||
Signature | (Sign in the Box) | |
When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please indicate your full name and title. | ||
IMF EZ - jl |
IF VOTING THE CONSOLIDATED PROXY CARD DO NOT SIGN, DATE OR RETURN THE INDIVIDUAL BALLOTS
THREE EASY WAYS TO VOTE YOUR PROXY. | |||||||||||||
To vote by Telephone | To vote by Internet | To vote by Mail | |||||||||||
1) 2) 3) | Read the Proxy Statement and have the Consolidated Proxy Card at hand. Call 1-888-221-0697. Follow the recorded instructions. | 1) 2) 3) | Read the Proxy Statement and have the Consolidated Proxy Card at hand. Go to Website w w w.proxyweb.com/TIAA-CREF. Follow the on-screen instructions. | 1) 2) 3) 4) | Read the Proxy Statement. Check the appropriate box on the reverse side. Sign and date the Proxy card. Return the Proxy card in the envelope provided. | ||||||||
IF YOU VOTE BY TELEPHONE OR INTERNET, DO NOT MAIL YOUR CARD. |
![]() | IF YOU HAVE VOTED THE CONSOLIDATED PROXY CARD ABOVE, DO NOT VOTE THE INDIVIDUAL BALLOTS ON THE REVERSE SIDE AND ANY ACCOMPANYING PAGES. | INDIVIDUAL BALLOTS | ||
On the reverse side of this form (and on accompanying pages, if necessary) you will find individual ballots, one for each of your accounts. If you would wish to vote each of these accounts separately, sign in the signature box below, mark each individual ballot to indicate your vote, detach the form at the perforation above and return the individual ballots portion only. | ||||
NOTE: | If you choose to vote each account separately, do not return the Consolidated Proxy Card above. | |||
Date _______________________, 200_ | ||||
Signature | (Sign in the Box) | |||
When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please indicate your full name and title. | ||||
IMF IND - jl |
Please fill in box(es) as shown using black or blue ink or number 2 pencil. X |
Unless you have voted by Internet or telephone, please sign and date this ballot on the reverse side and return it in the enclosed postage-paid envelope to MIS, the Fund’s tabulator, at 60 Research Road, Hingham, MA 02043. MIS has been engaged to tabulate ballots returned by mail to preserve the confidentiality of your ballot. If you vote by Internet or phone, your vote authorizes the proxies named on the front of your proxy card to cast your votes in the same manner as if you marked, signed, and returned your card. All votes cast by Internet, phone, or proxy card must be received by 4:00 p.m. (eastern time) on January 24, 2006. If you vote via the Internet or phone, please do NOT mail back your proxy card.
The Board of Trustees Recommends a Vote FOR the proposal. | |||||||
FOR | AGAINST | ABSTAIN | |||||
1. | To approve a new investment management agreement between the Fund and Teachers Advisors, Inc. | 0 | 0 | 0 | |||
PLEASE SIGN AND DATE ON THE REVERSE SIDE. | |||||||
IMF EZ - jl |
T IF VOTING THE CONSOLIDATED PROXY CARD DO NOT SIGN, DATE OR RETURN THE INDIVIDUAL BALLOTS T
INDIVIDUAL BALLOTS
NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL BALLOTS BELOW.
FOR | AGAINST | ABSTAIN | ||||||
1. | To approve a new investment management agreement between the Fund and Teachers Advisors, Inc. | 0 | 0 | 0 | ||||
FOR | AGAINST | ABSTAIN | ||||||
1. | To approve a new investment management agreement between the Fund and Teachers Advisors, Inc. | 0 | 0 | 0 | ||||
FOR | AGAINST | ABSTAIN | ||||||
1. | To approve a new investment management agreement between the Fund and Teachers Advisors, Inc. | 0 | 0 | 0 | ||||
FOR | AGAINST | ABSTAIN | ||||||
1. | To approve a new investment management agreement between the Fund and Teachers Advisors, Inc. | 0 | 0 | 0 | ||||
MANAGEMENT INFORMATION SERVICES
TOUCH TONE VOTING SCRIPT
(888) 221-0697
OPENING:
When connected to the toll-free number, shareholder will hear:
"Welcome. Please enter the control number located on the upper LEFT portion of your voter card.
When shareholder enters the control number, he/she will hear:
"Please enter the last 4 digits of your social security number ”
When shareholder enters the last 4 digits of their social security number, he/she will hear:
"To vote as the ** Board recommends, press 1 now. To vote otherwise, press 0 now."
OPTION 1: VOTING AS MANAGEMENT RECOMMENDS
If shareholder elects to vote as management recommends on all proposals, he/she will hear:
"You have voted as the Board recommended. If this is correct, press 1. If incorrect, press 0."
If the shareholder presses 1, he/she will hear:
"If you have received more than one proxy card, you must vote each card separately. If you would like to vote another proxy, press 1 now. To end this call, press 0 now."
If shareholder presses 0 to indicate an incorrect vote, he/she will hear:
"To vote as the ** Board recommends, press 1 now. To vote otherwise, press 0 now."
If shareholder elects to vote another proxy, he/she is returned to the "Please enter the control number" speech (above). If shareholder elects to end the call, he/she will hear:
"Thank you for voting."
Call is terminated.
MANAGEMENT INFORMATION SERVICES
11/23/2005
OPTION 2: VOTING OTHERWISE
If shareholder elects to vote the proposal separately, he/she will hear:
"Proposal 1: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0."
When the shareholder has finished voting on Proposal 1, he/she will hear:
"Your vote has been cast as follows (vote is given). If this is correct, press 1. If incorrect, press 0."
If the shareholder presses 1, he/she will hear:
"If you have received more than one proxy card, you must vote each card separately. If you would like to vote another proxy, press 1 now. To end this call, press 0 now."
If shareholder presses 0 to indicate an incorrect vote, he/she will hear:
"To vote as the ** Board recommends, press 1 now. To vote otherwise, press 0 now."
If shareholder elects to vote another proxy, he/she is returned to the "Please enter the control number" speech (above). If shareholder elects to end the call, he/she will hear:
"Thank you for voting."
Call is terminated.
MANAGEMENT INFORMATION SERVICES
11/23/2005
MANAGEMENT INFORMATION SERVICES
STANDARD EZ VOTE SCRIPT FOR TELEPHONE VOTING
(888) 221-0697
OPENING:
When connected to the toll-free number, shareholder will hear:
"Welcome. Please enter the control number located on the upper portion of your proxy card."
When shareholder enters an EZ Vote control number, he/she will hear:
"Please enter the last 4 digits of your social security number ”
When shareholder enters the last 4 digits of their social security number, he/she will hear:
"You have entered your EZ Vote consolidated control number. This allows you to cast one consolidated vote for all of your accounts. All accounts will be voted in the same manner based on your voting instructions. To cast a consolidated vote for all of your accounts, press 1 now. To vote each of your accounts separately, press 0 now."
If a shareholder presses 0 they will hear the following language followed by the script for an individual control number. The script from this point on will be repeated , from the “We are now ready…” speech, for each individual control number associated with the EZ Vote consolidated control number.
"You have elected to vote each of your accounts separately. You will find these accounts on the back of your EzVote ballot and on additional pages if necessary. Please note that each account has its own control number.” (There will be a slight pause here.) “We are now ready to accept your vote for control number xxx xxx xxx xxx xx."
If a shareholder has pressed 1 above, therefore electing to vote all holdings exactly the qualified disinterested trustees, and (ii) any material
amendment shall be approved by a majority of bothsame, they will hear the script for an individual control number as follows:
"To vote as the Board recommends on all proposals, press 1 now. To vote on each proposal separately, press 0 now."
OPTION 1: VOTING ALL PROPOSALS AS MANAGEMENT RECOMMENDS
If the shareholder elects to vote as management recommends on all proposals, he/she will hear:
"You have voted as the Board recommended. If this is correct, press 1. If incorrect, press 0."
If the shareholder is voting each control number individually and presses 1, he/she will hear will then be returned to “We are now ready to accept your vote for control number…” speech.
MANAGEMENT INFORMATION SERVICES
11/23/2005
last modified: January 14, 2002
If the qualified
disinterested trustees. This Plan mayshareholder presses 0 to indicate an incorrect vote, he/she will be terminated for any Fund at any time by
a vote of a majority of the qualified disinterested trustees or by a vote of the
holders of a majority of the outstanding voting securities of the Fund.
9. In the event of termination or expiration of the Plan, the Funds
may nevertheless, within twelve months of such termination or expiration,
reimburse the principal underwriter for any Fund Distribution Expense accrued
prior to such termination or expiration (subjectreturned to the Maximum Distribution Fee
set forth in paragraph“To vote as the …” Speech.
If the shareholder is voting all holdings exactly the same, or has completed voting all individual control numbers, and presses 1 abovehe/she will hear:
"Thank you for voting."
Call is terminated.
OPTION 2: VOTING EACH PROPOSAL SEPARATELY
If shareholder elects to vote the post-termination period), provided that
any post-termination payments are specifically approved byproposal separately, he/she will hear:
"Proposal 1: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0."
When the shareholder has finished voting on Proposal 1, he/she will hear:
"Your vote has been cast as follows (vote is given). If this is correct, press 1. If incorrect, press 0."
If the shareholder presses 1, he/she will hear:
"If you have received more than one proxy card, you must vote each card separately. If you would like to vote another proxy, press 1 now. To end this call, press 0 now."
If shareholder presses 0 to indicate an incorrect vote, he/she will hear:
"To vote as the ** Board including
a majority of the qualified disinterested trustees.
10. While this Planrecommends, press 1 now. To vote otherwise, press 0 now."
If shareholder elects to vote another proxy, he/she is in effect, the selection and nomination of
trustees who are not "interested persons" of the Institutional Fund shall be
committedreturned to the discretion of"Please enter the sitting disinterested trustees.
11. Any agreement relatedcontrol number" speech (above). If shareholder elects to this Plan shallend the call, he/she will hear:
"Thank you for voting."
If the shareholder is voting each control number individually and presses 1, he/she will hear will then be in writing and shall
provide in substance that: (a) such agreement, with respectreturned to any Fund, may“We are now ready to accept your vote for control number…” speech.
If the shareholder presses 0 to indicate an incorrect vote, he/she will be terminated at any time, without the payment of any penalty, by vote of a
majority of the qualified disinterested trustees or by vote of a "majority of
the outstanding voting securities" of that Fund, on not more than sixty (60)
days' written notice to any other partyreturned to the agreement;“To vote as the …” Speech.
If the shareholder is voting all holdings exactly the same or has completed voting all individual control numbers and (b) such agreement
shall terminate automatically in the event of its assignment.
12. The Institutional Fund shall preserve copies of this Plan, each
agreement related hereto, and each report referred to in paragraph 7 hereof,presses 1, he/she will hear :
"Thank you for a period of not less than six (6) years from the date of such Plan, agreement or
report. For the first two (2) years of such period, each such record or document
shall be kept in an easily accessible place.
13. This Plan shall be construed in accordance with the laws of the
State of Delaware and the applicable provisions of the 1940 Act.
14. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.
15. Neither this Plan nor any other transaction pursuant to this Plan
shall be invalidated or in any way affected by the fact that certain of the
trustees, officers, shareholders, or other representatives of the Institutional
Fund are or may be interested persons of the principal underwriter, or any
successor or assignee thereof, or that certain of the directors, officers, or
other representatives of the principal underwriter are or may be interested
persons of the Institutional Fund, except as otherwise may be provided in the
1940 Act.
16. The Trustees and the shareholders of each Fund are not liable for
any obligations of the Institutional Fund or a Fund under this Plan.
Schedule A
----------
- ------------------------------------------------------------------------------------------------------
Maximum Distribution Fee (expressed as an annual
rate of the average daily net assets of each Fund)
--------------------------------------------------
Name of Fund
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
International Equity Fund 0.25%
- ------------------------------------------------------------------------------------------------------
Growth Equity Fund 0.25%
- ------------------------------------------------------------------------------------------------------
Growth & Income Fund 0.25%
- ------------------------------------------------------------------------------------------------------
Equity Index Fund 0.25%
- ------------------------------------------------------------------------------------------------------
Large-Cap Value Fund 0.25%
- ------------------------------------------------------------------------------------------------------
Mid-Cap Value Fund 0.25%
- ------------------------------------------------------------------------------------------------------
Mid-Cap Growth Fund 0.25%
- ------------------------------------------------------------------------------------------------------
Small-Cap Equity Fund 0.25%
- ------------------------------------------------------------------------------------------------------
Real Estate Securities Fund 0.25%
- ------------------------------------------------------------------------------------------------------
Social Choice Equity Fund 0.25%
- ------------------------------------------------------------------------------------------------------
Managed Allocation Fund 0.25%
- ------------------------------------------------------------------------------------------------------
Bond Plus Fund 0.25%
- ------------------------------------------------------------------------------------------------------
Bond Fund 0.25%
- ------------------------------------------------------------------------------------------------------
Short-Term Bond Fund 0.25%
- ------------------------------------------------------------------------------------------------------
High-Yield Bond Fund 0.25%
- ------------------------------------------------------------------------------------------------------
Inflation-Linked Bond Fund 0.25%
- ------------------------------------------------------------------------------------------------------
Tax-Exempt Bond Fund 0.25%
- ------------------------------------------------------------------------------------------------------
Money Market Fund 0.25%
- ------------------------------------------------------------------------------------------------------
DRAFT
EXHIBIT I
Principal Holders of Fund Shares
[To be inserted]
DRAFT
[PROXY CARD EXEMPLAR TO BE INSERTED]
voting."
Call is terminated.
MANAGEMENT INFORMATION SERVICES
11/23/2005
last modified: January 14, 2002