UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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/ / | Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)). | ||
/X/ | Definitive Proxy Statement. | ||
/ / | Definitive Additional Materials. | ||
/ / | Soliciting Material Pursuant to § 240.14a-12. | ||
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS | |||
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INFORMATION FOR
SHAREHOLDERS
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
SPECIAL SHAREHOLDER MEETING • JANUARY 25 , 2006
before voting.
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: |
• | Continue to manage the day-to-day business affairs of the 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; and |
• | Continue to offer a high level of service to shareholders. |
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. |
TIAA-CREF Institutional Mutual Funds
The TIAA-CREF Institutional Mutual Funds (the “Institutional Funds”) will hold a special meeting of the shareholders of its International Equity, Large-Cap Value, Small-Cap Equity, Real Estate Securities, Social Choice Equity, Bond, Inflation-Linked Bond and Money Market Funds on January 25 , 2006, to consider and vote on an important proposal affecting these Funds. As a shareholder of record as of October 31, 2005, you are entitled to vote on this proposal, and your Board of Trustees urges you to do so.
The following Q&A provides a summary of the proposal and describes the convenient options available for voting your shares. (For a complete discussion of the proposal, please see the enclosed proxy statement.) To help reach the level of shareholder participation required, please vote today, even if you plan to attend the special meeting on January 25. Simply follow the instructions on the enclosed proxy card(s) and choose the voting method that works best for you—Internet, telephone or mail. Your prompt action will ensure your voice is heard, so vote your shares now!
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? |
for the prior meeting does not count for this meeting, and you will 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? |
made only after thorough and deliberate consideration of shareholders’ interests by the Funds’ Board of Trustees. The Board determined that the current level of fees being charged was too low for the Advisor to sustain and that the proposed increase in fees would not unduly benefit the Advisor at the expense of Fund shareholders. As part of its ongoing oversight of the Funds, the Board of Trustees will annually monitor the level of fees and the Advisor’s profits generated by the new agreement to ensure that they are reasonable.
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? |
investment management agreement is not approved, the Advisor may create new funds with the same objectives, strategies and portfolio management as these eight Funds (but with the higher advisory fees specified in the enclosed proxy statement), into which the existing eight Funds may be merged, subject to shareholder approval. If these mergers are not approved, the Funds might then be liquidated.
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
Printed on recycled paper | Retail A11074 (11/05) |
730 Third Avenue
New York, New York 10017-3206
TO BE HELD ON JANUARY 25 , 2006
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. |
Secretary
730 Third Avenue
New York, New York 10017-3206
Special Meeting of Shareholders
to be held on January 25 , 2006
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 | — |
the Advisor and its affiliates in performing the services contemplated by the Proposed Agreement, and the potential for shareholders to benefit from economies of scale under the Proposed Agreement had not materially changed since the Board’s initial approval of the Proposed Agreement. In addition, the Board also considered that the comparative fee and performance information originally provided by Lipper, Inc., an independent provider of mutual fund data (“Lipper”), was, in all material respects, still relevant information and could be relied upon for the competitive price and performance position ing of the Funds under the Proposed Agreement. Based on the deter mination that nothing material had changed since its approval of the Proposed Agreement, the Board recommended that Fund shareholders adopt the Proposed Agreement in a resolicitation. This recommendation was made not only by the Trustees who were members of the Board at the time of the approval of the Proposed Agreement in May 2005, but also by the two Trustees who had been elected to the Board since that time, Dr. Eugene Flood, Jr. and Prof. Howell E. Jackson, based upon their review of the materials and information presented to the Board for its con sideration of the Proposed Agreement on May 17, 2005. Please see the section below entitled “What Factors Did the Board Consider in Approving the Proposed Agreement?” for a summary of the considerations involved in the Board’s original approval of the Proposed Agreement.
• | 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. |
Service Agreement, since some of these services will be provided under the Proposed Agreement, while others, such as custody services, transfer agency services and regulatory fees, will be paid directly by each Fund. A new services agreement between the Advisor and the Funds will be implemented solely for Retirement Class shares to cover the account servicing expenses associated with this Class being offered on retirement plan platforms (the “Retirement Class Service Agreement”). Please see Exhibit E for the amounts paid by the Funds to the Advisor under the Service Agreement for the fiscal year ended September 30, 2005 and the amounts that would have been paid under the new arrangements — that is, if only the new Retirement Class Service Agreement had been in effect during this same fiscal year period.
• | 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. |
approved primarily as the result of the votes of a few large, institutional shareholders. The Advisor and the Board also noted that, since the August 31, 2005 shareholder meeting, certain of these large institutional shareholders ha d indicated that they may be willing to reconsider their previous negative votes or abstentions on the Proposed Agreement.
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 on February 1, 2006, but all payments under the plan will be waived until April 2007. |
| 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 % |
subsequent shareholders’ meeting will vote in their discretion with respect to proposals submitted on an untimely basis.
commission rates available, if Advisor determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage, research and other services provided by such broker or dealer, viewed in terms of either that particular transaction or Advisor’s overall responsibilities with respect to each Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the currently effective registration statement. Advisor will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by Advisor in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
prepare and to file all periodic financial reports or other documents required to be filed with the Securities and Exchange Commission and any other regulatory entity;
materials, registration statements and post-effective amendments thereto, shareholder reports, and Rule 24f-2 notices;
and proxy statements; maintenance of non-investment-related books and records, compliance program development and implementation costs, costs of preparing, printing and mailing registration statements and updated prospectuses to current shareholders; costs in connection with the registration or qualification of shares with federal and state securities authorities and the continued qualification of shares for sale; expenses of all audits by Trust’s independent accountants, costs of preparing and filing reports with regulatory bodies; costs of the maintenance of Trust’s fidelity bond required by Section 17(g) of the 1940 Act, or other insurance premiums; the fees of any trade association of which the Funds are members; fees and expenses of trustees who are not “interested persons” (as such term is defined in the 1940 Act) of Trust (the “disinterested trustees”); brokerage commissions, dealer markups and other expenses incurred in the acquisition or disposition of any securities or other investments; costs, including the interest expense, of borrowing money; preparing and filing tax returns, the payment of any taxes; and extraordinary expenses (including extraordinary litigation expenses and extraordinary consulting expenses).
(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 |
Title: Title:
Title: Title:
Real Estate Securities Fund
Assets Under Management (Billions) | | Fee Rate (average daily net assets) | ||||
---|---|---|---|---|---|---|
$0.0 – $1.0 | 0.50 | % | ||||
Over $1.0 – $2.5 | 0.48 | % | ||||
Over $2.5 – $4.0 | 0.46 | % | ||||
Over $4.0 | 0.44 | % |
Large-Cap Value Fund
Assets Under Management (Billions) | | Fee Rate (average daily net assets) | ||||
---|---|---|---|---|---|---|
$0.0 – $1.0 | 0.45 | % | ||||
Over $1.0 – $2.5 | 0.43 | % | ||||
Over $2.5 – $4.0 | 0.41 | % | ||||
Over $4.0 | 0.39 | % |
Mid-Cap Value Fund
Small-Cap Equity Fund
Assets Under Management (Billions) | | Fee Rate (average daily net assets) | ||||
---|---|---|---|---|---|---|
$0.0 – $0.5 | 0.48 | % | ||||
Over $0.5 – $0.75 | 0.46 | % | ||||
Over $0.75 – $1.00 | 0.44 | % | ||||
Over $1.0 | 0.42 | % |
Assets Under Management (Billions) | | Fee Rate (average daily net assets) | ||||
---|---|---|---|---|---|---|
$0.0 – $1.0 | 0.35 | % | ||||
Over $1.0 – $2.5 | 0.34 | % | ||||
Over $2.5 – $4.0 | 0.33 | % | ||||
Over $4.0 | 0.32 | % |
Bond Plus Fund
Inflation-Linked Bond Fund
Tax-Exempt Bond Fund
Assets Under Management (Billions) | | Fee Rate (average daily net assets) | ||||
---|---|---|---|---|---|---|
$0.0 – $1.0 | 0.30 | % | ||||
Over $1.0 – $2.5 | 0.29 | % | ||||
Over $2.5 – $4.0 | 0.28 | % | ||||
Over $4.0 | 0.27 | % |
Short-Term Bond Fund
Assets Under Management (Billions) | | Fee Rate (average daily net assets) | ||||
---|---|---|---|---|---|---|
$0.0 – $1.0 | 0.25 | % | ||||
Over $1.0 – $2.5 | 0.24 | % | ||||
Over $2.5 – $4.0 | 0.23 | % | ||||
Over $4.0 | 0.22 | % |
Large-Cap Value Index Fund
Equity Index Fund
S&P 500 Index Fund
Mid-Cap Growth Index Fund
Mid-Cap Value Index Fund
Mid-Cap Blend Index Fund
Small-Cap Growth Index Fund
Small-Cap Value Index Fund
Small-Cap Blend Index Fund
International Equity Index Fund
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 | % |
Lifecycle Fund — 2015 Fund
Lifecycle Fund — 2020 Fund
Lifecycle Fund — 2025 Fund
Lifecycle Fund — 2030 Fund
Lifecycle Fund — 2035 Fund
Lifecycle Fund — 2040 Fund
Assets Under Management (Billions) | | Fee Rate (average daily net assets) | ||||
---|---|---|---|---|---|---|
All Assets | 0.10 | % |
of the Advisor
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 Officer of TIAA and the TIAA-CREF Funds; President and Chief Executive Officer of Investment Management and Advisors; and Director of TIAA-CREF Life. | ||||||||
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 Funds; Director of Services, TPIS, Tuition Financing and TIAA-CREF Life; and Manager of Investment Management . | ||||||||
Russell Noles TIAA-CREF 730 Third Avenue New York, NY 10017-3206 | Director | Vice President and Acting Chief Financial Officer of TIAA and the TIAA-CREF Funds; Vice President of Advisors, TPIS, Tuition Financing and Investment Management and Services; Director of TPIS, Tuition Financing; and Manager of Investment Management and Services. |
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. |
and Institutional Class Shares
| 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 | % |
(for the 12 months ended September 30, 2005)
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. |
One Freedom Valley Drive
Oaks, PA 19456
* | 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 |
One Metropolitan Square
211 North Broadway, Suite 1000
St. Louis, MO 63102
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. |
CA State Treasurer’s Office
915 Capitol Mall, Room 110
Sacramento, CA 95814
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 |
Office of the Treasurer
55 Elm Street
Hartford, CT 06106
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 |
Executive Director — Met
Director of Treasury
PO Box 30198
Lansing, MI 48909
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 |
Missouri’s State Treasurer’s Office
Capitol Building, Room 229
201 West Capitol Avenue
Jefferson City, MO 65101
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 |
(a New York stock life insurance company)
730 Third Avenue
New York, NY 10017
Fund/Class | | Percent of Holdings | | Shares | ||
---|---|---|---|---|---|---|
Real Estate Securities Fund — Retail Class | 9.68% | 1,080,538.10 |
730 Third Avenue
New York, NY 10017
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 |
c/o JPMorgan Chase Bank
Attn: DC Plan Service Team
3 Metrotech Ctr.
Brooklyn, NY 11245-0001
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 |
For the Exclusive Benefit of Customers
730 Third Avenue
New York, NY 10017
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 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 - 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 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 - 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_ | ||
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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_ | ||||
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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.
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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 same, 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 shareholder presses 0 to indicate an incorrect vote, he/she will be returned to the “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 he/she will hear:
"Thank you for voting."
Call is terminated.
OPTION 2: VOTING EACH PROPOSAL SEPARATELY
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."
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.
If the shareholder presses 0 to indicate an incorrect vote, he/she will be returned to the “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, he/she will hear :
"Thank you for voting."
Call is terminated.
MANAGEMENT INFORMATION SERVICES
11/23/2005
last modified: January 14, 2002