Page 1 of the Commission [X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-12 ---------- TIAA-CREF INSTITUTIONAL MUTUAL FUNDS (Name of Registrant as Specified in its Charter) ---------- Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: [TIAA CREF LOGO] 730 Third Avenue New York NY 10017-3206 TIAA-CREF MUTUAL FUNDS TIAA-CREF INSTITUTIONAL MUTUAL FUNDS NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS -- DECEMBER 15, 2003 This notice is being given to the shareholders of the TIAA-CREF Mutual Funds and the TIAA-CREF Institutional Mutual Funds (the "Funds"). The TIAA-CREF Mutual Funds and2

Dear Shareholder:

On January X, 2006, the TIAA-CREF Institutional Mutual Funds will ~~each~~ 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.

The purpose of this meeting is to vote on a proposed new investment management agreement with Teachers Advisors, Inc. (the “Advisor”), the current investment advisor to these Funds. This proposal is the same as the proposal for these eight Funds originally presented for shareholder approval in a proxy statement dated July 5, 2005, and voted on at a special shareholder meeting on August 31, 2005.

Because approval of the proposed agreement is vital to the future operation of these Funds, and because some shareholders have indicated a willingness to re-examine their vote if given more time to fully consider the proposal, the Advisor has recommended, and we have agreed, to provide a second opportunity to do so.As before, we, the Funds’ independent Board of Trustees, unanimously recommend that you vote “FOR” the new investment management agreement.

As explained in the original proxy materials, the proposed new investment management agreement would help ensure that the Funds remain fairly and competitively priced and continue to serve shareholder needs, while also providing a sustainable fee and expense structure that enables the Advisor to continue managing the Funds. It’s important for you to understand that although the new agreement would result in higher advisory fees, the Funds would remain competitive with the lower-priced offerings in the industry.

In submitting this proposal to you a second time, we want to offer additional perspective on both the proposal itself and on the careful deliberative process that led to the Board’s unanimous recommendation so that you have a fuller understanding of these matters and can make an informed decision.

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.

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.

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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.

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.

In conclusion, the Board remains unanimous in its support of the proposal because we are convinced that its approval represents the best possible outcome for shareholders. We urge you to read the information on the following pages carefully, along with the enclosed proxy statement, and vote “FOR” the new investment management agreement.

The Board of Trustees
TIAA-CREF Institutional Mutual Funds

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TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

Special Shareholder Meeting • January X, 2006

Important Voting Information for Shareholders

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 X, 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.

YOUR VOTE IS IMPORTANT

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 X. 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?
You are being asked to approve the adoption of a new investment management agreement that would apply to each of the following TIAA-CREF Institutional Mutual Funds: International Equity; Large-Cap Value; Small-Cap Equity; Real Estate Securities; Social Choice Equity; Bond; Inflation-Linked Bond; and Money Market Funds. This proposal, which would result in higher advisory fees for these eight Funds, is the same as the proposal for these Funds originally presented for shareholder approval in a proxy statement dated July 5, 2005, and voted on at a special shareholder meeting on August 31, 2005.

2. Why has this proposal been resubmitted to shareholders?
In the original proxy vote, shareholders of 21 Funds offered by TIAA-CREF Institutional Mutual Funds approved a new investment management agreement with Teachers Advisors, Inc. (the “Advisor”), the current investment advisor to the Funds. Although many individual Fund shareholders supported the proposal, it was not approved for the eight Funds listed above, primarily as a result of the voting by a few large, institutional shareholders. However, because some of these shareholders have indicated a willingness to re-examine their vote if given more time to fully consider the proposal, the Advisor has recommended, and the Funds’ independent Board of Trustees has agreed, to provide a second opportunity to vote on it.

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?
In the original vote, shareholders of the Growth Equity Fund did not approve the proposed new investment management agreement. The Advisor determined, and the Board concurred,

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that shareholders of this Fund were unlikely to change their votes. In addition, as noted in the original proxy statement, the Advisor had previously committed not to raise the advisory fee rate on the Growth Equity Fund until April 2007. For these reasons, the Growth Equity Fund is not part of the current proxy solicitation.

4. I voted on this proposal during the original proxy vote held last August. Do I need to vote again?
Yes. We are holding a new meeting to consider this proposal, with a new shareholder record date.Any vote that you cast on this proposal 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?
The Advisor has indicated that it may not be able to continue in its advisory role to the eight Funds unless the new investment management agreement is approved, since the fees under the current agreement are not adequate to cover the costs of operating the Funds. If the new agreement is not approved, the Advisor may recommend to the Board of Trustees other possible courses of action, including a likely series of steps that could have negative consequences for shareholders:

•	First, the Funds would be closed to new investments.

•	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.

•	Finally, if shareholders were to reject this proposed future merger, the Funds might ultimately be liquidated, which could have negative tax consequences for shareholders.

The Board would consider the Advisor’s recommendations, along with all other possible alternatives, in determining a course of action that is in the best interests of Fund shareholders.

6. How will shareholders be affected if any of the Funds need to be closed or liquidated?
Either of these actions could have serious consequences for shareholders. Closing any of the Funds to new investments would likely result in a decline in the Fund’s total assets under management. This would reduce the Fund’s current economies of scale and make the effective management of the Fund more difficult. Liquidating any of the Funds could result in the sale of some holdings at prices disadvantageous to investors. Additionally, liquidation could result in unexpected capital gains distributions to investors, which could have adverse tax consequences for many of them. The Funds’ Board of Trustees believes that approval of the new investment management agreement is a better outcome for shareholders than closing or liquidating the Funds.

7. Has the Board of Trustees approved this proposal?
Yes. At a meeting held on May 17, 2005, the Board of Trustees of the TIAA-CREF Institutional Mutual Funds unanimously approved the Advisor’s recommended proposal listed above and described in full in the enclosed proxy statement. On October 26, 2005, the Board unanimously approved the Advisor’s recommendation to resubmit the same proposal to shareholders.

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8. How does the Board of Trustees suggest that I vote?
The Board unanimously recommends that all eligible shareholders vote “FOR” the proposal. In addition, at the time of the original proxy vote on this proposal, Institutional Shareholder Services (ISS) also recommended that shareholders vote “FOR” the new investment management agreement. ISS is recognized as a leading independent proxy advisory firm whose recommendations are relied upon by major institutional investment firms, mutual funds, and other fiduciaries.

9. I have other accounts with TIAA-CREF. Will they be affected by this proposal?
No. The specific proposals affect only the eight TIAA-CREF Institutional Mutual Funds specified in the enclosed proxy statement. Theydo not affectany of the following TIAA-CREF products:

•	College Retirement Equities Fund (CREF) investment accounts;

•	TIAA Real Estate Account;

•	TIAA Traditional Annuity;

•	After-tax annuities;

•	Variable life insurance products; or

•	Other funds of the TIAA-CREF Institutional Mutual Funds that are not being resolicited for a vote.

While not the subject of this proxy vote, the Advisor is expected to recommend that the TIAA-CREF Mutual Funds — a separate fund family designed primarily for retail investors — be consolidated with the TIAA-CREF Institutional Mutual Funds in the near future if this vote is successful. If and when this proposed consolidation is approved, the TIAA-CREF Mutual Funds would be merged into a corresponding TIAA-CREF Institutional Mutual Fund and would become subject to the fee and expense structure of that Fund.

10. Why is the investment management agreement being changed?
Since the Funds were established, the Advisor has been committed to providing high-quality investment management services at a low cost to shareholders. However, it has become clear that the Advisor set its fees too low to continue to cover its costs of operating the Funds. As a result, the Advisor has always operated the Funds at a loss. Despite these annual losses, the Advisor has not requested a fee increase since the Funds’ inception in 1999. It has become clear that this situation cannot be sustained, particularly in light of continued escalating costs related to increased compliance, regulatory, and reporting requirements, as well as intensified competition for investment management talent.

The proposed new investment management agreement with the Advisor is designed to provide a reasonable and sustainable fee and expense structure for the Funds while maintaining overall expenses at levels that are competitive with those of other low-cost providers in the mutual fund industry. In addition, the proposed fee increase would give the Advisor the flexibility and means to increase the capacity of its investment management staff, expand the depth and scope of analyst coverage, and attract and retain highly qualified investment management professionals in a competitive environment — all of which would enhance the Advisor’s ability to seek favorable investment returns for shareholders.

11. How will the new investment management agreement affect the Funds?
For each of the eight Funds, the new investment management agreement will raise advisory fees.

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12. How will TIAA-CREF’s proposed fund fees compare to those of other companies?
Even after adopting the higher fees, the Funds would remain competitive with the lower-priced offerings in the industry. (Please see pages XX-XX of the proxy statement for a comparison of each Fund’s total expenses to those of similar funds in its industry peer group.)

13. Is TIAA-CREF still committed to being a low-cost, high-value provider?
Yes. TIAA-CREF is committed to operating low-cost, high-value mutual funds for all shareholders. For this reason, the proposal to raise advisory fees on the actively managed Institutional Mutual Funds was 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?
The Board of Trustees has determined that the new investment management agreement is fair and reasonable to the Funds and to shareholders because it would:

•	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;

•	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

•	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?
TIAA-CREF is committed to operating low-cost, high-value mutual funds for all shareholders. Approval of the new investment management agreement is an essential first step in a broader effort to restructure and enhance TIAA-CREF’s mutual fund offerings so that the funds remain fairly and competitively priced for shareholders and continue to serve shareholder needs.

Assuming the new investment management agreement is approved, a planned second step, while not part of this proxy vote, would be the consolidation of the TIAA-CREF Mutual Funds into the TIAA-CREF Institutional Mutual Funds in the near future. If and when this proposed consolidation is approved, it would result in a streamlined fund family with greater efficiency, consistent pricing and improved economies of scale — all of which would permit the Funds to better serve your investment needs. As mentioned previously, if the new 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.

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16. When will the proposed change take effect?
If approved by shareholders, changes to the investment management agreement would likely be implemented by February 1, 2006.

17. What level of shareholder support is needed to approve the proposal?
Approval of the new investment management agreement requires the lesser of (1) more than 50 percent of the total outstanding shares of the respective Funds or (2) at least 67 percent of the shares present at the respective shareholders’ meetings, either in person or by proxy, if more than 50 percent of the outstanding shares are represented.

18. Who is entitled to vote on these changes?
For each of the eight Funds, all shareholders of record as of October 31, 2005, are eligible to vote on this proposal and are urged to do so.

19. Who is bearing the costs associated with conducting this second proxy vote?
All expenses associated with this proxy vote, including the costs of holding the shareholder meeting and soliciting shareholders, are being borne by the Advisor, and not by any of the Institutional Funds.

20. When and where is the special shareholders’ meeting?
The special meeting of the shareholders of the TIAA-CREF Institutional Mutual Funds has been scheduled for January X, 2006, at X:XX p.m., at 730 Third Avenue, 17th Floor, New York, New York.

21. What method of voting may I use?
Simply select the voting format that you find most convenient:

•	Telephone (automated service): Call the toll-free number shown on your proxy card(s) and follow the recorded instructions

•	Telephone(to speak to a representative of D.F. King & Co., the Funds’ proxy solicitor): 800 755-7250 (toll free)

•	Internet: Access the Web site shown on your proxy card(s) and follow the online instructions

•	Mail: Complete and return the enclosed proxy card(s)

•	In person: Attend the special shareholder meeting on January XX, 2006

Whichever method you choose, please be sure to cast your vote as soon as possible. Even if you plan to attend the special shareholder meeting, you can vote in advance using one of the other methods.

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22. Who should I call if I have additional questions?
If you have questions related to the proxy material or need assistance in voting your shares, please contact D.F. King & Co., the Funds’ proxy solicitor, toll free at 800 755-7250.

TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
730 Third Avenue
New York, New York 10017-3206

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY, 2006

The TIAA-CREF Institutional Mutual Funds (the “Institutional Funds”) will hold a special meeting of the shareholders of its International Equity Fund, Large-Cap Value Fund, Small-Cap Equity Fund, Real Estate Securities Fund, Social Choice Equity Fund, Bond Fund, Inflation-Linked Bond Fund, and Money Market Fund (the “Funds”) on January, 2006, atp.m. at 730 Third Avenue, New York, New York, on December 15, 2003, on the 17th floor. The special meeting of the TIAA-CREF Mutual Funds will take place at 3:00 p.m., and the special meeting of the TIAA-CREF Institutional Mutual Funds will take place at 3:15 p.m.York. The agenda for ~~each~~the meeting is: ~~1. To elect three Trustees to serve until their successors are elected and qualified; and 2. To address any other business that may properly come before the meeting.~~

To approve a new investment management agreement between each Fund and Teachers Advisors, Inc.

To address any other business that may properly come before the meeting or any adjournments thereof.

The ~~Boards~~Board of Trustees of the Institutional Funds ~~have~~has set October 31, ~~2003,~~2005 as the record date for determining the number of votes entitled to be cast at ~~each meeting.~~the meeting or any adjournments thereof. You may vote at the ~~special meeting(s)~~meeting (or any adjournments of the meeting) only if you were a shareholder of one or more of the ~~TIAA-CREF Mutual~~ Funds ~~or the TIAA-CREF Institutional Mutual Funds, as applicable,~~ as of October 31, ~~2003.~~ 2005.

By ~~order~~Order of the ~~Boards~~Board of Trustees, ~~of the Funds, /s/~~

E. Laverne Jones ~~E. Laverne Jones~~
Secretary

Please vote as soon as possible before the ~~special meeting(s),~~meeting, even if you plan to attend the ~~meeting(s).~~meeting. You can vote quickly and easily over the Internet, by telephone, or by mail. Just follow the simple instructions that appear on your enclosed proxy card(s). A separate proxy card is provided for each Fund in which you own shares. Since we ~~can't~~cannot hold the meeting unless a quorum is reached, please help ~~the Funds~~ avoid the expense of a follow-up mailing by voting today!

If you plan to attend ~~one or both of~~ the ~~meetings,~~meeting, please call 1 ~~800 842-2733~~877-535-3910, ext. ~~6654~~2440 to obtain an admission pass. In accordance with TIAA-CREF’s security procedures, a pass and appropriate picture identification will be required to enter the special meeting. Please note that no laptop computers, recording equipment or cameras will be permitted, and please read the instructions on the pass for additional information.

November ~~10, 2003~~ , 2005

TIAA-CREF ~~Mutual Funds TIAA-CREF Institutional Mutual Funds Proxy Statement for~~ INSTITUTIONAL MUTUAL FUNDS
730 Third Avenue
New York, New York 10017-3206

PROXY STATEMENT

Special ~~Meetings~~ Meeting of Shareholders
to be ~~Held~~held on ~~December 15, 2003~~ January, 2006

The ~~Boards~~Board of Trustees (the “Board”) of ~~the TIAA-CREF Mutual Funds and~~ the TIAA-CREF Institutional Mutual Funds (the ~~"Funds"~~“Institutional Funds”) ~~have sent you this proxy statement to ask for your vote to elect three Trustees of the Boards of Trustees of the Funds. The accompanying proxy(ies) will be voted at two separate~~has called a special ~~meetings~~meeting of the shareholders of its International Equity Fund, Large-Cap Value Fund, Small-Cap Equity Fund, Real Estate Securities Fund, Social Choice Equity Fund, Bond Fund, Inflation-Linked Bond Fund, and Money Market Fund (each, a “Fund” and collectively, the ~~Funds being~~“Funds”) to be held on ~~December 15, 2003,~~January, 2006, atp.m. at 730 Third Avenue, New York, New York. ~~The special meeting of the TIAA-CREF Mutual Funds will take place at 3:00 p.m., and~~At the special meeting, ~~of the TIAA-CREF Institutional Mutual Funds~~shareholders will take place at 3:15 p.m. This proxy statement was mailed to shareholders starting on or about November 10, 2003. How Do I Vote? Please follow the voting instructions on the enclosed proxy or instruction card. Can I Cancel or Change My Vote? You can change or cancel your vote at any time up until voting results are announced at the special meetings. You can do this by simply voting again--by executing and returning later-dated proxy card(s), voting through the Internet, or by voting in person at the meetings. (Note that votes cast by Internet or proxy cards must be received by 12:00 noon (eastern time) on December 15, 2003.) How Does a Proxy Work? When you vote by proxy, you are instructing the agents named on the proxy card how to vote on ~~your behalf at the meeting. If you don't specifically instruct them otherwise, they will vote FOR the election of the three nominees for Trustees of the Fund(s).~~ whether to:

Approve a new investment management agreement between each Fund and Teachers Advisors, Inc. (the “Advisor”);

Address any other business that may properly come before the meeting or any adjournments thereof.

At this time, ~~we don't~~the Board does not know of any other matters being presented at the ~~meetings.~~meetings or any adjournments thereof.

The accompanying proxy forms will be used to vote at the meeting of the Funds (or any adjournments of the meeting) being held on January, 2006, at 730 Third Avenue, New York, New York at _____ p.m. This proxy statement will first be mailed to shareholders on or about November, 2005.

Shareholders of each Fund voting separately for their Fund will be asked to consider the proposal to adopt a new investment management agreement.

VOTING INFORMATION

I believe I already voted on this proposal. Do I need to vote again?

Yes. The proposal to approve a new investment management agreement for the Funds described in this proxy statement is indeed identical to the proposal that did not pass at the August 31, 2005 shareholders meeting for those Funds. However, because we are holding a new meeting to consider this proposal, with a new shareholder record date, any vote that you cast on this proposal for the prior meeting does not count for this meeting and you will need to vote again. For a discussion of why the proposal is being brought to shareholders again, see page [ ] and the accompanying letter to shareholders from the Board of Trustees of the Institutional Funds.

How Do I Vote?

(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.

You must complete a separate proxy form for each Fund in which you own shares.

Can I Cancel or Change My Vote?

You may cancel or change your vote by simply voting again by: (1) executing and returning later-dated proxy forms, (2) voting over the telephone; (3) voting through the Internet, or (4) voting in person at the meeting. If you return the proxy form or vote by telephone or through the Internet, your vote must be received by 12:00 noon ET on January, 2006. If you vote in person at the meeting, you may vote any time up until the voting results are announced.

How Does a Proxy Work?

When you vote by proxy, you are appointing the persons named on the proxy form as your agents to vote on your behalf at a meeting or any adjournments thereof. Unless you instruct them otherwise, the proxies will vote FOR the approval of the new investment management agreement as it applies to your Fund(s). Although we are unaware of any other matters to be presented at the meeting, if other matters are brought before the ~~meetings,~~meeting or any adjournments thereof, the ~~proxy agents~~proxies will vote ~~the proxies~~your shares using their own best ~~judgment, as allowed~~judgment. All proxies solicited by the ~~proxy.~~ Board of Trustees that are properly executed and received by the Secretary prior to the meeting, and are not revoked, will be voted at the meeting.

Who May Vote; How Many Votes Do I Get?

Shareholders of each of the Funds as of October 31, ~~2003~~2005 (the “Record Date”) will be eligible to vote at ~~their~~the meeting (or any adjournments thereof). Each outstanding full share of a Fund is entitled to one vote and each outstanding fractional share is entitled to a proportionate fractional share of one vote. Therefore, the number of votes you will have at the meeting will depend upon how many shares you own in the respective ~~meetings on each item~~Fund on the ~~proxy ballot. 1~~ ~~On October 20, 2003, there were issued and outstanding 959,663,459 shares~~Record Date. All shareholders of record on the ~~TIAA-CREF Mutual Funds, consisting of~~Record Date are entitled to vote.

Below is the ~~following number of shares of the following funds: TIAA-CREF MUTUAL FUNDS~~ International Equity Fund 29,720,509 shares - ------------------------------------------------ Growth Equity Fund 62,977,240 shares - ------------------------------------------------ Growth & Income Fund 48,346,296 shares - ------------------------------------------------ Equity Index Fund 38,578,819 shares - ------------------------------------------------ Social Choice Equity Fund 8,439,465 shares - ------------------------------------------------ Managed Allocation Fund 35,888,518 shares - ------------------------------------------------ Bond Plus Fund 39,242,211 shares - ------------------------------------------------ Short-Term Bond Fund 18,481,243 shares - ------------------------------------------------ High-Yield Bond Fund 20,512,034 shares - ------------------------------------------------ Tax-Exempt Bond Fund 14,756,737 shares - ------------------------------------------------ Money Market Fund 642,720,387 shares - ------------------------------------------------

~~On October 20, 2003, there were issued and outstanding 733,163,111 shares of the TIAA-CREF Institutional Mutual Funds, consisting of the following~~ number of shares of each Class of each Fund as of the ~~classes of the following funds: TIAA-CREF INSTITUTIONAL MUTUAL FUNDS~~
~~Fund Retail Class Institutional Class Retirement Class - ----------------------------------------------------------------------------------------------~~ Growth & Income Fund -- 70,831,642 shares 1,281,650 shares - ---------------------------------------------------------------------------------------------- International Equity Fund -- 43,542,777 shares 1,583,515 shares - ---------------------------------------------------------------------------------------------- Large-Cap Value Fund 7,516,675 shares 1,346,098 shares 1,063,883 shares - ---------------------------------------------------------------------------------------------- Mid-Cap Growth Fund 1,888,421 shares 149,513 shares 2,287,958 shares - ---------------------------------------------------------------------------------------------- Mid-Cap Value Fund 950,318 shares 343,718 shares 1,575,489 shares - ---------------------------------------------------------------------------------------------- Small-Cap Equity Fund 2,396,606 shares 1,748,030 shares 2,706,321 shares - ---------------------------------------------------------------------------------------------- Large-Cap Growth Index Fund -- 2,969,798 shares 17,335 shares - ---------------------------------------------------------------------------------------------- Large-Cap Value Index Fund -- 7,792,103 shares 14,420 shares - ---------------------------------------------------------------------------------------------- Mid-Cap Growth Index Fund -- 1,660,667 shares 23,800 shares - ---------------------------------------------------------------------------------------------- Mid-Cap Value Index Fund -- 2,518,814 shares 11,935 shares - ---------------------------------------------------------------------------------------------- Mid-Cap Blend Index Fund -- 3,209,660 shares 21,275 shares - ---------------------------------------------------------------------------------------------- Small-Cap Growth Index Fund -- 4,598,703 shares 13,477 shares - ---------------------------------------------------------------------------------------------- Small-Cap Value Index Fund -- 4,267,825 shares 11,162 shares - ----------------------------------------------------------------------------------------------
2 Record Date:

Fund

Retail Class

Institutional Class

Retirement Class
International Equity Fund                —      54,105,522.16      16,342,901.94
Large-Cap Value Fund                12,547,012.12      14,544,078.16      10,106,655.68
Small-Cap Equity Fund                4,502,858.92      7,258,791.26      10,256,090.72
Real Estate Securities Fund                10,332,969.24      15,817,406.47      8,787,899.09
Social Choice Equity Fund                —      9,600,840.56      4,447,029.03
Bond Fund                —      130,949,369.43      —
Inflation-Linked Bond Fund                6,326,951.48      27,172,970.32      —
Money Market Fund                —      183,390,244.53      —

3
~~Fund Retail Class Institutional Class Retirement Class - --------------------------------------------------------------------------------------------------~~ Small-Cap Blend Index Fund -- 8,194,911 shares 15,037 shares - -------------------------------------------------------------------------------------------------- International Equity Index Fund -- 5,568,671 shares 10,045 shares - -------------------------------------------------------------------------------------------------- Real Estate Securities Fund 3,782,216 shares 8,404,773 shares 1,427,848 shares - -------------------------------------------------------------------------------------------------- Social Choice Equity Fund -- 6,497,129 shares 1,223,041 shares - -------------------------------------------------------------------------------------------------- S&P 500 Index Fund -- 6,811,192 shares 1,280,443 shares - -------------------------------------------------------------------------------------------------- Inflation-Linked Bond Fund 1,951,859 shares 21,949,591 shares -- - -------------------------------------------------------------------------------------------------- Growth Equity Fund -- 16,209,183 shares -- - -------------------------------------------------------------------------------------------------- Equity Index Fund -- 169,653,416 shares -- - -------------------------------------------------------------------------------------------------- Bond Fund -- 135,305,667 shares -- - -------------------------------------------------------------------------------------------------- Money Market Fund -- 176,534,501 shares -- - --------------------------------------------------------------------------------------------------
The number of votes you have at the special meeting(s) equals the dollar amount you own in each of the Fund(s) on October 31, 2003. We will count fractional votes. All shareholders of record on October 31, 2003 are entitled to elect trustees.
How Many ~~Shares~~Votes Must ~~be Represented~~Be Present for a Quorum or to Pass a Vote? We
In order to hold the meeting and vote on the items on the agenda, we will need to have a quorum of shareholders present (in person or by proxy) at the meeting. A quorum means 10% of the votes that are entitled to be cast. In determining whether a quorum has been reached, abstentions and broker non-votes are counted as being present at the meeting.
If a quorum is not present at the meeting, or if a quorum is present at the meeting but sufficient votes to approve one or more of the proposed items is not received, or if other matters arise requiring shareholder attention, the persons named as proxy agents may propose and vote for aone or more adjournments of the meeting in order to permit the solicitation of additional votes. The proposal in this proxy statement may be voted on prior to any adjournment if sufficient votes have been received for the proposal and such vote is otherwise appropriate.
The investment management agreement under Proposal 1 must be approved by shareholders of each individual Fund, and will require the affirmative vote of the lesser of either (1) more than 50% of the eligible votes of the Fund, or (2) 67% or more of the votes present (in person or by proxy) at the meeting, if ~~10 percent~~more than 50% of the eligible votes are ~~represented~~present at the meeting in person or by proxy. Abstentions ~~are counted~~and broker non-votes will not count towards the number of votes in ~~determining whether a quorum has been reached. The outcome~~favor of the ~~elections~~investment management agreement, which means they will have the effect of ~~trustees will be decided by~~ a ~~plurality~~vote against this proposal.
Your vote is important for the future of the ~~eligible shares present in person~~Funds! Please vote your proxy by mail, Internet or ~~represented~~telephone now!
4

PROPOSAL 1 — APPROVAL OF NEW INVESTMENT MANAGEMENT AGREEMENT
The Board unanimously recommends the Advisor’s proposal that shareholders of each Fund vote for the approval of a new investment management agreement with respect to their Fund.
What is the background behind this recommendation? Why are you asking shareholders to vote again?
At a meeting held on August 31, 2005, the shareholders of each of the funds of the Institutional Funds voted on a proposal recommended by ~~proxy at each special meeting. 3~~ ~~I. ELECTION OF TRUSTEES Under law,~~the Advisor and approved by the Board of Trustees for a new investment management agreement that would increase the management fees on certain of the funds (the ~~"Board"~~“Proposed Agreement”) ~~cannot fill~~. The proposal was not approved for certain of the Institutional Funds, including the International Equity Fund, Large-Cap Value Funds, Small-Cap Equity Fund, Real Estate Securities Fund, Social Choice Equity Fund, Bond Fund, Inflation-Linked Bond Fund and Money Market Fund, the funds that are the subject of this proxy statement (the “Funds”). The Advisor has informed the Board that without the fee increase provided for under this new investment management agreement, it would be difficult for it to continue to operate the Funds as it currently does.
In light of this situation, the Board has evaluated a ~~vacancy~~range of options presented to it by the Advisor with the objective of selecting the option that, in its view, will best serve the interests of Fund shareholders. One option that was presented by the Advisor to the Board for consideration when the Proposed Agreement was not approved initially in August, was to take steps to close the Funds to new investment, while at the same time introducing substantially identical funds (with higher fee levels) into which the old Funds might eventually be merged. In the course of assessing all the options, the Advisor and the Board took note that although many individual Fund shareholders supported the proposal, the proposal was not approved primarily as the result of the votes of a few large, institutional shareholders. However, since the August 31, 2005 shareholder meeting, certain of these large institutional shareholders have indicated that they may be willing to reconsider their previous negative votes or abstentions on the Proposed Agreement.
Based on these facts, the Board ~~if,~~of Trustees has accepted the Advisor’s proposal to approach Fund shareholders once again and ask that they approve the Proposed Agreement for the Funds that was first proposed pursuant to the proxy statement dated July 5, 2005. The Board agrees with the Advisor that this course of action will serve the best interests of shareholders and result in ~~doing so, less than two-thirds~~the least disruption or unintended tax consequences. This proxy statement will reiterate the rationale behind the original proposal.
5

What is the rationale for recommending the Proposed Agreement?
The Advisor currently manages each of the ~~Trustees would have~~Funds under an investment management agreement, dated June 1, 1999, as amended September 3, 2002 and October 1, 2004 (the “Current Agreement”). It has become clear that the extremely low level of fees that the Advisor has been ~~elected by~~charging under the Current Agreement has been too low to cover its costs for operating most of the Funds, while sustaining a high quality of service for shareholders. ~~We are holding this meeting in order to ensure that a sufficient number~~In light of ~~Trustees have been elected by shareholders so~~its ongoing losses, the Advisor has recommended that the Board ~~may fill future vacancies. At~~approve the ~~special meetings~~Proposed Agreement. After thorough and deliberate consideration of shareholders’ interests, the Board of Trustees is recommending again that shareholders approve the Proposed Agreement. The Proposed Agreement will:
•   Restructure the pricing and the services to be provided by the Advisor under the Current Agreement, which will increase the level of advisory fees on the Funds. See pagesfor 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 advisory 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 pagefor more details.

This proposal is designed to provide the Advisor with a sustainable fee and expense structure for operating the Institutional Funds, so that overall expenses would continue to be competitive with the lower cost providers in the industry. The continued reasonableness of the ~~shareholders~~Funds’ fees would be monitored by the Board, which would review the Advisor’s profitability levels annually. This proposal is part of a larger effort to restructure TIAA-CREF’s mutual fund offerings so that they will remain competitively priced and continue to serve shareholder needs. If the Proposed Agreement is approved, a second step in the restructuring is expected to be the proposed merger of the TIAA-CREF Retail Mutual Funds ~~and~~into the TIAA-CREF Institutional Mutual Funds, ~~you~~which, if approved, would result in one larger, consistently priced fund family. The details of why the Advisor is seeking shareholder approval of the Proposed Agreement are discussed below. The factors considered by the Board in determining the reasonableness and fairness of the Proposed Agreement are described starting on pageunder the heading “What did the Board of Trustees Consider in Approving the Proposed Agreement?” The Proposed Agreement is attached as Exhibit A.
6

Why is the Advisor Seeking to Restructure the Pricing of the Funds?
Since the Funds were established in 1999, the Advisor has been committed to providing quality services to the Funds at a low cost to shareholders. In hindsight, it has become clear that the extremely low level of fees that the Advisor has been charging to shareholders has been too low to cover its increasing costs for operating the Funds, while sustaining the level and quality of service shareholders deserve.
The Advisor is requesting a management fee increase on the Funds to enable the Advisor to continue to manage the Funds and provide high quality services to shareholders at low prices. It has become increasingly expensive to operate mutual funds due to higher compliance and regulatory costs and intensified competition for talented portfolio managers and other key investment management and administrative personnel. With the proposed new management fee rates, the Advisor expects to be able to:
•   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.

Even with the proposed fee increase, the Funds would continue to be competitive with the lower-priced offerings in the industry.
If a Fund’s shareholders approve the Proposed Agreement, its terms, including the increased fees, are expected to go into effect for that Fund on February 1, 2006.
What will happen if certain Fund shareholders do not approve the Proposed Agreement?
If shareholders do not approve the Proposed Agreement for any Fund, the Advisor has informed the Board that it may no longer be ~~asked~~prepared to ~~elect~~continue to operate that Fund. Unless the ~~three nominees~~Proposed Agreement is approved, the Advisor may recommend to the Board other possible courses of action, including a likely series of steps that could have negative consequences for shareholders:
•   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

7

•   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 Board would consider the Advisor’s recommendations, along with all other possible alternatives, in determining the best course of action for Fund shareholders.
Who is the Advisor?
The Advisor is Teachers Advisors, Inc. (the “Advisor”), a direct wholly owned subsidiary of TIAA-CREF Enterprises, Inc. and an indirect wholly owned subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”). TIAA and the Advisor are located at 730 Third Avenue, New York, New York 10017. A chart attached as ~~members~~Exhibit B lists the name, address, and principal occupation of each ~~board to serve until their successors are elected~~principal executive officer and ~~qualified. Below is information about~~director of the ~~nominees. In addition to the information listed,~~Advisor.
The Advisor currently manages each of the ~~nominees either~~Funds under the Current Agreement. The Advisor also serves onas the ~~board of trustees or currently are nominees~~investment adviser to ~~serve as trustees~~the other investment portfolios of the ~~College Retirement Equities Fund ("CREF"~~TIAA-CREF Institutional Mutual Funds, TIAA Separate Account VA-1, TIAA-CREF Life Funds, and TIAA-CREF Mutual Funds. Both TIAA-CREF Mutual Funds and TIAA-CREF Life Funds are series investment companies comprised of a number of investment portfolios. The Advisor, through its TIAA-CREF Asset Management (“TCAM��), division, also manages large institutional client assets through unregistered commingled funds and on a separate account basis. A table setting forth the net assets of those investment portfolios in the TIAA-CREF Mutual Funds, TIAA Separate Account VA-1 and the TIAA-CREF Life Funds. NOMINEES FOR BOARDS OF TRUSTEES [PHOTO] Willard T. Carleton, 69, has been the Donald R. Diamond Professor of Finance Emeritus at the College of Business and Public AdministrationFunds that have investment objectives similar to one of the University of Arizona since July 2001. From July 1999 to June 2001 he was the Donald R. Diamond Professor of Finance, and from 1984 to June 1999 he was the Karl L. Eller Professor of Finance at the University of Arizona. Dr. Carleton earned an A.B. and M.B.A. at Dartmouth College and an M.A. and Ph.D. from the University of Wisconsin. He served as a trustee of CREF from 1980 to 1984 and as a trustee of TIAA from 1984 to August 2003. [PHOTO] Martin J. Gruber, 66, has been Nomura Professor of Finance at the New York University Stern School of Business since 1987 and served as chairman of its Department of Finance from 1989 to September 1997. He served as a trustee of TIAA from 1996 to 2000. Dr. Gruber is a past president of the American Finance Association. He also serves on the boards of Scudder Investments (New York) Funds, the Japan Equity Fund, Inc., the Singapore Equity Fund, Inc., and the Thai Equity Fund, Inc. He received an S.B. from the Massachusetts Institute of Technology and an M.B.A. and Ph. D. from the Columbia University Graduate School of Business. 4 NOMINEES FOR BOARDS OF TRUSTEES continued [PHOTO] Bridget A. Macaskill, 55, is former Chairman and Chief Executive Officer of Oppenheimer Funds, Inc. She joined Oppenheimer Funds, Inc. in 1983 and served in various capacities at that firm, being appointed Chief Operating Officer in 1989, President in 1991, Chief Executive Officer in 1995 and Chairman in 2000. Ms. Macaskill serves on the boards of directors of J Sainsbury plc and Prudential plc, and on the International Advisory Board of the British-American Business Council (BABC). She received a B.Sc with honors from the University of Edinburgh. Each of the nominees has consented to serve if elected. If any nominee is unavailable to serve when the meeting is held, the proxy agents may cast their votes for a substitute at their discretion. CONTINUING MEMBERS OF THE BOARD OF TRUSTEES [PHOTO] Nancy L. Jacob, 60, is president and managing principal of Windermere Investment Associates. She was previously chairman and chief executive officer of CTC Consulting, Inc. and executive vice president, U.S. Trust of the Pacific Northwest. Dr. Jacob received a B.A. from the University of Washington and a Ph.D. from the University of California, Irvine. [PHOTO] Bevis Longstreth, 69, is a retired partner of the law firm of Debevoise & Plimpton. Until 1994, he was a partner of the same firm, and thereafter he was of counsel to that firm. Mr. Longstreth has served as a commissioner of the U.S. Securities and Exchange Commission, and as an adjunct professor at Columbia University School of Law. Mr. Longstreth is a member of the board of directors of AMVESCAP, PLC. He is also chairman of the finance committee of the Rockefeller Family Fund and chairman of the investment committee of the Nathan Cummings Foundation. He serves as a trustee of the New School University and a member of the Advisory Board of the Center for Public Integrity. Mr. Longstreth received a B.S.E. from Princeton University and a J.D. from Harvard University. 5 CONTINUING MEMBERS OF THE BOARD OF TRUSTEES continued [PHOTO] Stephen A. Ross, 59, has been the Franco Modigliani Professor of Finance and Economics at the Sloan School of Management at the Massachusetts Institute of Technology since July 1998. He was previously the Sterling Professor of Economics and Finance at the Yale School of Management at Yale University. Dr. Ross is also co-chairman of Roll & Ross Asset Management Corp., a director of Freddie Mac and Algorithmics, Incorporated, a trustee of the California Institute of Technology, and a principal of IV Capital, Ltd. He received a B.S. from the California Institute of Technology and a Ph.D. from Harvard University. [PHOTO] Maceo K. Sloan, 54, has been the Chairman, President and CEO of Sloan Financial Group, Inc. and Chairman and CEO of NCM Capital Management Group, Inc., since 1991. Mr. Sloan is a director of SCANA Corporation and M&F Bancorp, Inc. Mr. Sloan received a B.A. from Morehouse College, an M.B.A. from Georgia State University, and a J.D. from North Carolina Central University School of Law. [PHOTO] Robert W. Vishny, 44, is the Eric J. Gleacher Distinguished Service Professor of Finance at the University of Chicago Graduate School of Business where he has taught since 1985. He is also a founding partner of LSV Asset Management, an investment management firm. He is the former director of the program in corporate finance at the National Bureau of Economic Research. Dr. Vishny received an A.B. from The University of Michigan and a Ph.D. from the Massachusetts Institute of Technology. In addition, it is anticipated that Martin L. Leibowitz will retire from the Board shortly after this meeting. 6 ~~Current Trustees and Executive Officers of the TIAA-CREF Mutual~~ Funds, and the ~~TIAA-CREF Institutional Mutual~~management fee rate paid by each such portfolio to the Advisor, is attached hereto as Exhibit C.
In addition to the investment management agreement, the Funds ~~The following table includes certain information about~~currently have in place a service agreement (the “Service Agreement”) with the Advisor, whereby the Advisor provides or arranges for the provision of a variety of services for the ordinary operation of each Class of the Funds, including transfer agency, accounting, and administrative services. If the Proposed Agreement is approved, the Advisor plans to terminate the current ~~Trustees~~Service Agreement, since some of these services will be provided under the Proposed Agreement, while others, such as custody services, transfer agency services and ~~officers of~~regulatory fees, will be paid directly by each Fund. A new services agreement between the ~~TIAA-CREF Mutual Funds ("TCMF")~~Advisor and the ~~TIAA-CREF Institutional Mutual~~ Funds ~~("TCIMF" and together~~will be implemented solely for Retirement Class shares to cover the account servicing expenses associated with ~~TCMF,~~this Class being offered on retirement plan platforms (the “Retirement Class Service Agreement”). Please see Exhibit E for the ~~"Funds"), including positions currently held with~~amounts paid by the Funds to the length of office and time served, and principal occupations in the last five years. The table also includes the number of portfolios in the fund complex overseen by each Trustee and certain directorships held by each of them. The first table includes information about the Funds' disinterested Trustees and the second table includes information about the Funds' interested Trustees and officers. DISINTERESTED TRUSTEES
Number of Portfolios Principal in Fund Other Positions(s) Term of Office Occupations(s) Complex Directorships Held with and Length of During Past Overseen Held by Name, Address and Age Fund Time Served 5 Years by Trustee Trustees - ---------------------------------------------------------------------------------------------------------------------------- Willard T. Carleton Trustee Indefinite term. Donald R. Diamond 53 None Department of Finance Trustee of Professor of Finance and Real Estate both Funds Emeritus, University of College of Business and since 2000. Arizona, College of Public Administration Business and Public University of Arizona Administration. Formerly, 4915 Camino Antonio Donald R. Diamond Tucson, AZ 85718-6005 Professor of Finance, Age: 69 University of Arizona, 1999 - 2001, and Karl L. Eller Professor of Finance, University of Arizona, 1984 - 1999. Trustee of TIAA, 1984 - 2003. Martin J. Gruber Trustee Indefinite term. Nomura Professor of 53 Director, New York University Trustee of Finance, New York Scudder Stern School of Business both Funds University, Stern School Investments Henry Kaufman since 2000. of Business. Formerly, (New York) Funds, Management Chairman, Department Japan Equity Education Center of Finance, New York Fund, Inc., the 44 West 4th Street, University, Stern School Singapore Equity Suite 988 of Business, and Trustee Fund, Inc. and New York, NY 10012 of TIAA, 1996 - 2000. the Thai Equity Age: 66 Fund, Inc.
7 ~~DISINTERESTED TRUSTEES continued~~
Number of Portfolios Principal in Fund Other Positions(s) Term of Office Occupations(s) Complex Directorships Held with and Length of During Past Overseen Held by Name, Address and Age Fund Time Served 5 Years by Trustee Trustees - ---------------------------------------------------------------------------------------------------------------------------- Nancy L. Jacob Trustee Indefinite term. President and Managing 53 None Windermere Investment TCMF Trustee Principal, Windermere Associates since 1997. Investment Associates. 121 S.W. Morrison Street TCIMF Trustee Formerly, Chairman and Suite 925 since 1999 Chief Executive Officer, Portland, OR 97204 CTC Consulting, Inc., Age: 60 and Executive Vice President, U.S. Trust of the Pacific Northwest. Bevis Longstreth Trustee Indefinite term. Retired Partner, 53 Member of the Debevoise & Plimpton TCMF Trustee Debevoise & Plimpton. Board of Directors 919 Third Avenue since 1997. Formerly, Partner and Of of AMVESCAP, New York, NY 10022-6225 TCIMF Trustee Counsel, Debevoise & PLC and Chairman Age: 69 since 1999 Plimpton, Adjunct of the Finance Professor at Columbia Committee of University School of the Rockefeller Law and Commissioner Family Fund of the U.S. Securities and Exchange Commission. Bridget A. Macaskill Nominee N/A Formerly, Chairman and N/A Director, J 160 E. 81st Street Chief Executive Officer, Sainsbury plc and New York, NY 10028 Oppenheimer Funds, Prudential plc Age: 55 Inc., 2000-2001. Chief Executive Officer, Oppenheimer Funds, Inc., 1995-2000. Stephen A. Ross Trustee Indefinite term. Franco Modigliani 53 Director, Freddie Sloan School of TCMF Trustee Professor of Finance Mac; Co- Management since 1997. and Economics, Sloan Chairman, Roll & Massachusetts Institute TCIMF Trustee School of Management, Ross Asset of Technology since 1999 Massachusetts Institute Management 77 Massachusetts Avenue of Technology, Co- Corp.; and Cambridge, MA 02139 Chairman, Roll & Ross Principal, IV Age: 59 Asset Management Capital, Ltd. Corp. Formerly, Sterling Professor of Economics and Finance, Yale School of Management, Yale University.
8 ~~DISINTERESTED TRUSTEES continued~~
Number of Portfolios Principal in Fund Other Positions(s) Term of Office Occupations(s) Complex Directorships Held with and Length of During Past Overseen Held by Name, Address and Age Fund Time Served 5 Years by Trustee Trustees - ---------------------------------------------------------------------------------------------------------------------------- Maceo K. Sloan Trustee Indefinite term. Chairman, President and 53 Director, SCANA NCM Capital Management TCMF Trustee Chief Executive Officer, Corporation and Group, Inc. since 1997. Sloan Financial Group, M&F Bancorp, Inc. 103 West Main Street, TCIMF Trustee Inc., and Chairman and Suite 400 since 1999. Chief Executive Officer, Durham, NC 27701-3638 NCM Capital Age: 54 Management Group, Inc., since 1991. Robert W. Vishny Trustee Indefinite term. Eric J. Gleacher 53 None University of Chicago TCMF Trustee Distinguished Service Graduate School of Business since 1997. Professor of Finance, 1101 East 58th Street TCIMF Trustee University of Chicago, Chicago, IL 60637 since 1999 Graduate School of Age: 44 Business. Founding Partner, LSV Asset Management.
9 ~~INTERESTED TRUSTEES AND OFFICERS~~
Number of Portfolios Principal in Fund Other Positions(s) Term of Office Occupations(s) Complex Directorships Held with and Length of During Past Overseen Held by Name, Address and Age Fund Time Served 5 Years by Trustee Trustees - ---------------------------------------------------------------------------------------------------------------------------- Martin L. Leibowitz(1,2) Trustee, Indefinite term Chairman and Chief 53 Director, TIAA-CREF Chairman as Trustee Investment Officer of Freddie Mac 730 Third Avenue and Chief TCMF Trustee CREF, TIAA-CREF Mutual New York, NY 10017-3206 Investment since 1997. Funds, TIAA-CREF Age: 67 Officer TCIMF Trustee Institutional Mutual since 1999. Funds, TIAA-CREF Chairman and Life Funds and TIAA Chief Investment Separate Account VA-1 Officer since (these funds are 2002. collectively referred Indefinite term to as the "TIAA-CREF as officer. Funds"). Vice Chairman and Chief Investment Officer of TIAA. Member of Board of Managers and President of TIAA-CREF Investment Management, LLC ("Investment Management"). Director and President of Teachers Advisors, Inc. ("Advisors"). Director of TIAA-CREF Life Insurance Company ("TIAA-CREF Life"). Herbert M. Allison, Jr.(1) President Indefinite term. Chairman, President N/A Member of TIAA-CREF and Chief President and and Chief Executive the Board of 730 Third Avenue Executive Chief Executive Officer of TIAA. Directors of the New York, NY 10017-3206 Officer Officer for President and Chief New York Stock Age: 60 both Funds Executive Officer of Exchange since 2002. the TIAA-CREF Funds. Formerly, President and Chief Executive Officer of Alliance for LifeLong Learning, Inc., 2000 - 2002. President, Chief Operating Officer and Member of the Board of Directors of Merrill Lynch & Co., Inc., 1997 - 1999.
10 ~~INTERESTED TRUSTEES AND OFFICERS continued~~
Number of Portfolios Principal in Fund Other Positions(s) Term of Office Occupations(s) Complex Directorships Held with and Length of During Past Overseen Held by Name, Address and Age Fund Time Served 5 Years by Trustee Trustees - ---------------------------------------------------------------------------------------------------------------------------- Richard J. Adamski(1) Vice Indefinite term. Vice President and N/A N/A TIAA-CREF President Vice President Treasurer of TIAA and 730 Third Avenue and and Treasurer the TIAA-CREF Funds. New York, NY 10017-3206 Treasurer since 1997 for Vice President Age: 62 TCMF and 1999 and Treasurer of for TCIMF. TIAA-CREF Investment Management, LLC ("Investment Management"), TIAA-CREF Individual and Institutional Services, Inc. ("Services"), Teachers Personal Investors Services, Inc. ("TPIS"), Advisors, TIAA-CREF Life, and TIAA-CREF Tuition Financing, Inc. ("Tuition Financing"). Scott C. Evans(1) Executive Indefinite term. Executive Vice N/A N/A TIAA-CREF Vice Executive Vice President of TIAA and 730 Third Avenue President President since the TIAA-CREF Funds. New York, NY 10017-3206 1998 for TCMF Executive Vice President Age: 44 and 1999 of Investment for TCIMF. Management and Advisors and Director of TIAA-CREF Life.
11 ~~INTERESTED TRUSTEES AND OFFICERS continued~~
Number of Portfolios Principal in Fund Other Positions(s) Term of Office Occupations(s) Complex Directorships Held with and Length of During Past Overseen Held by Name, Address and Age Fund Time Served 5 Years by Trustee Trustees - ---------------------------------------------------------------------------------------------------------------------------- I. Steven Goldstein(1) Executive Indefinite term. Executive Vice N/A N/A TIAA-CREF Vice Executive Vice President, Public 730 Third Avenue President President for Affairs, of TIAA and New York, NY 10017-3206 both Funds the TIAA-CREF Funds. Age: 51 since 2003. Formerly, advisor for McKinsey & Company, 2003; Vice President, Corporate Communications for Dow Jones & Co. and The Wall Street Journal, 2001 - 2002; and Senior Vice President and Chief Communications Officer for Insurance Information Institute, 1993 - 2001. E. Laverne Jones(1) Vice Indefinite term. Vice President and N/A N/A TIAA-CREF President Vice President Corporate Secretary 730 Third Avenue and and Corporate of TIAA and the New York, NY 10017-3206 Corporate Secretary since TIAA-CREF Funds. Age: 54 Secretary 1998 for TCMF and 1999 for TCIMF Susan S. Kozik(1) Executive Indefinite term. Executive Vice N/A N/A TIAA-CREF Vice Executive Vice President and Chief 730 Third Avenue President President for Technology Officer of New York, NY 10017-3206 both Funds TIAA and the TIAA-CREF Age: 46 since 2003. Funds. Formerly, Vice President of IT Operations and Services, Lucent Technologies, 2000 - 2003; and Senior Vice President and Chief Technology Officer, Penn Mutual Life Insurance Company, 1997 - 2000.
12 ~~INTERESTED TRUSTEES AND OFFICERS continued~~
Number of Portfolios Principal in Fund Other Positions(s) Term of Office Occupations(s) Complex Directorships Held with and Length of During Past Overseen Held by Name, Address and Age Fund Time Served 5 Years by Trustee Trustees - ---------------------------------------------------------------------------------------------------------------------------- George W. Madison(1) Executive Indefinite term. Executive Vice N/A N/A TIAA-CREF Vice Executive Vice President and General 730 Third Avenue President President for Counsel of TIAA and New York, NY 10017-3206 both Funds the TIAA-CREF Funds. Age: 50 since 2003. Formerly, Executive Vice President, Corporate Secretary, and General Counsel of Comerica Incorporated. Erwin W. Martens(1) Executive Indefinite term. Executive Vice N/A N/A TIAA-CREF Vice Executive Vice President, Risk 730 Third Avenue President President for Management, New York, NY 10017-3206 both Funds of TIAA and the Age: 47 since 2003. TIAA-CREF Funds. Formerly, Managing Director and Chief Risk Officer, Putnam Investments, 1999 - 2003; and Head and Deputy Head of Global Market Risk Management, 1997 - 1999. Elizabeth A. Monrad(1) Executive Indefinite term. Executive Vice N/A N/A TIAA-CREF Vice Executive Vice President and Chief 730 Third Avenue President President for Financial Officer of New York, NY 10017-3206 both Funds TIAA and the TIAA-CREF Age: 49 since 2003. Funds. Formerly, Chief Financial Officer and Senior Vice President of GeneralCologne Re (2000 - 2003), Vice President, Corporate Controller, Corporate Treasurer and Chief Financial Officer of its North American Reinsurance Operations (1997 - 2000).
13 ~~INTERESTED TRUSTEES AND OFFICERS continued~~
Number of Portfolios Principal in Fund Other Positions(s) Term of Office Occupations(s) Complex Directorships Held with and Length of During Past Overseen Held by Name, Address and Age Fund Time Served 5 Years by Trustee Trustees - ---------------------------------------------------------------------------------------------------------------------------- Frances Nolan(1) Executive Indefinite term. Executive Vice N/A N/A TIAA-CREF Vice Executive Vice President, Client 730 Third Avenue President President for Services, of TIAA and New York, NY 10017-3206 both Funds the TIAA-CREF Funds. Age: 46 since 2000. Formerly, Vice President, Retirement Services, CREF and TIAA. Dermot J. O'Brien(1) Executive Indefinite term. Executive Vice N/A N/A TIAA-CREF Vice Executive Vice President, Human 730 Third Avenue President President for Resources, of TIAA New York, NY 10017-3206 both Funds and the TIAA-CREF Age: 37 since 2003. Funds. Formerly, First Vice President and head of Human Resources, International Private Client Division, Merrill Lynch & Co., 1999 - Feb. 2003; and Vice President and Head of Human Resources - Japan Morgan Stanley, 1998 - 1999. Bertram L. Scott(1) Executive Indefinite term. Executive Vice N/A N/A TIAA-CREF Vice Executive Vice President, Product 730 Third Avenue President President for Management, of TIAA New York, NY 10017-3206 both Funds and the TIAA-CREF Age: 52 since 2000. Funds. Chairman of the Board, President and Chief Executive Officer of TIAA-CREF Life. Formerly, President and Chief Executive Officer, Horizon Mercy
14 ~~INTERESTED TRUSTEES AND OFFICERS continued~~
Number of Portfolios Principal in Fund Other Positions(s) Term of Office Occupations(s) Complex Directorships Held with and Length of During Past Overseen Held by Name, Address and Age Fund Time Served 5 Years by Trustee Trustees - ---------------------------------------------------------------------------------------------------------------------------- John A. Somers(1) Executive Indefinite term. Executive Vice N/A N/A TIAA-CREF Vice Executive Vice President of TIAA 730 Third Avenue President President since and the TIAA-CREF New York, NY 10017-3206 1997 for TCMF Funds. Executive Vice Age: 59 and 1999 President of Investment for TCIMF. Management and Advisors and Director of TIAA-CREF Life.
~~(1) The following individuals are "interested persons"~~Advisor under the 1940 Act because they are officers of the Funds: Mses. Jones, Kozik, Monrad and Nolan; and Messrs. Adamski, Allison, Evans, Goldstein, Leibowitz, Madison, Martens, O'Brien, Scott and Somers. (2) We anticipate that Mr. Leibowitz will retire from the Boards shortly after the meeting. Equity Ownership of Trustees The following table includes information relating to equity securities beneficially owned by all current Trustees in the Funds and in all registered investment companies in the same "family of investment companies" as the Funds as of October 20, 2003. This family of investment companies includes TIAA Separate Account VA-1, CREF, TIAA-CREF Life Funds, TIAA-CREF Mutual Funds, and TIAA-CREF Institutional Mutual Funds. DISINTERESTED TRUSTEES
Aggregate Dollar Range of Equity Securities Dollar Range of in All Registered Dollar Range of Equity Securities Investment Companies Equity Securities in TIAA-CREF Overseen by Trustee in TIAA-CREF Institutional in Family of Name Mutual Funds Mutual Funds Investment Companies - ---------------------------------------------------------------------------------------------- Willard T. Carleton None None Over $100,000 - ---------------------------------------------------------------------------------------------- Martin J. Gruber None None Over $100,000 - ---------------------------------------------------------------------------------------------- Nancy L. Jacob None None Over $100,000 - ---------------------------------------------------------------------------------------------- Bevis Longstreth None International Equity Over $100,000 Fund - Retirement Class - Over $100,000 - ---------------------------------------------------------------------------------------------- Stephen A. Ross None None Over $100,000 - ---------------------------------------------------------------------------------------------- Maceo K. Sloan None None $50,001 - $100,000 - ---------------------------------------------------------------------------------------------- Robert W. Vishny None None $50,001 - $100,000 - ----------------------------------------------------------------------------------------------
15 ~~INTERESTED TRUSTEES~~
Aggregate Dollar Range of Equity Securities Dollar Range of in All Registered Dollar Range of Equity Securities Investment Companies Equity Securities in TIAA-CREF Overseen by Trustee in TIAA-CREF Institutional in Family of Name Mutual Funds Mutual Funds Investment Companies - -------------------------------------------------------------------------------------------------------- Martin L. Leibowitz International Equity Fund - None Over $100,000 $50,001 - $100,000; Growth & Income Fund - $50,001 - $100,000 Managed Allocation Fund - $50,001 - $100,000 Bond Plus Fund - Over $100,000 Money Market Fund - $50,001 - $100,000 - --------------------------------------------------------------------------------------------------------
Trustee Compensation The following table sets forth the compensation paid to the Trustees for their service to the TIAA-CREF Mutual Funds and the TIAA-CREF Fund Complex for the year ended December 31, 2002. Trustees who are active officers of CREF or TIAA did not receive any compensation for their services as Trustees.
(3) (2) Pension or Retirement (4) (1) Aggregate Compensation Benefits Accrued As Total Compensation Name of Person TIAA-CREF Mutual Funds Part of Fund Expenses From Fund Complex - ----------------------------------------------------------------------------------------------- Willard T. Carleton N/A N/A N/A - ----------------------------------------------------------------------------------------------- Martin J. Gruber $1,432 $754 $66,500 - ----------------------------------------------------------------------------------------------- Nancy L. Jacob $1,238 $754 $57,500 - ----------------------------------------------------------------------------------------------- Bevis Longstreth* $1,399 $754 $65,000 - ----------------------------------------------------------------------------------------------- Stephen A. Ross* $1,798 $754 $83,500 - ----------------------------------------------------------------------------------------------- Nestor Santiago* $1,303 $754 $60,500 - ----------------------------------------------------------------------------------------------- Maceo K. Sloan $1,378 $754 $64,000 - ----------------------------------------------------------------------------------------------- Robert W. Vishny $1,335 $754 $62,000 - -----------------------------------------------------------------------------------------------
* This compensation, or a portion of it, was not actually paid based on prior election of Trustee to defer receipt of payment in accordance with the provisions of deferred compensation plan for non-officer Trustees. Excluding this year's deferrals, a total of $2,028,278.58 earned across the fund complex has been deferred for prior years' service, including interest through year-end 2002, for all current Trustees who had elected to defer their compensation. 16 ~~The following table sets forth the compensation paid to the Trustees for their service to the TIAA-CREF Institutional Mutual Funds and the TIAA-CREF Fund Complex~~Service Agreement for the fiscal year ended September 30, ~~2003. Trustees who are active officers of CREF or TIAA did not receive any compensation for their services as Trustees.~~
(2) (3) Aggregate Compensation Pension or Retirement (4) (1) TIAA-CREF Institutional Benefits Accrued As Total Compensation Name of Person Mutual Funds Part of Fund Expenses From Fund Complex - ------------------------------------------------------------------------------------------------ Willard T. Carleton $ 158.02 $ -- $ 4,500.00 - ------------------------------------------------------------------------------------------------ Martin J. Gruber 3,243.39 1,071.85 104,500.00 - ------------------------------------------------------------------------------------------------ Nancy L. Jacob 3,680.44 1,071.85 116,500.00 - ------------------------------------------------------------------------------------------------ Bevis Longstreth* 3,318.39 1,071.85 106,750.00 - ------------------------------------------------------------------------------------------------ Stephen A. Ross* 3,950.09 1,071.85 124,250.00 - ------------------------------------------------------------------------------------------------ Nestor V. Santiago 2,234.52 764.59 76,500.00 - ------------------------------------------------------------------------------------------------ Maceo K. Sloan 3,499.16 1,071.85 112,500.00 - ------------------------------------------------------------------------------------------------ David K. Storrs 5,093.37 4,835.26 162,000.00 - ------------------------------------------------------------------------------------------------ Robert W. Vishny 3,289.58 1,071.85 106,000.00 - ------------------------------------------------------------------------------------------------
* This compensation, or a portion of it, was not actually2005 and the amounts that would have been paid ~~based on prior election of Trustee~~under the new arrangements — that is, if only the new Retirement Class Service Agreement had been in effect during this same fiscal year period.
To control the total expenses charged to ~~defer receipt of payment in accordance~~shareholders, the Advisor has agreed with the ~~provisions~~Funds to reimburse each Fund for other expenses (i.e., non-investment management fees) or for total expenses (in the case of ~~deferred compensation plan~~the Retail Class) that are above a certain level. Please see Exhibit D for ~~non-officer Trustees. Excluding this year's deferrals, a total~~more details on these expense reimbursements.
8

What are the terms of ~~$1,157,767.10 earned across~~ the fund complex has been deferred for prior years' service, including interest through September 30, 2003, for all current Trustees who had elected to defer their compensation. The Funds have a long-term compensation plan for non-employee trustees. Current Agreement with the Advisor, and how does the Proposed Agreement differ?
Under ~~this unfunded plan, annual contributions equal~~the Current Agreement, the Advisor manages the investments and the investment strategy of each Fund and provides related general management services. Specifically, the Advisor is authorized, subject to the ~~amount~~control of the ~~basic annual trustee stipend are allocated~~Board, to ~~notional CREF~~determine the selection, amount, and ~~TIAA annuity accounts chosen by~~time to buy or sell securities for each Fund. The Advisor also maintains the ~~individual trustee. Benefits will be paid after~~Funds’ books and records, prepares, on request, reports for the ~~trustee leaves~~Board; makes available its officers to the board in a lump sum or in annual installments over 5 to 20 years, as requested by the trustee. Pursuant to a separate deferred compensation plan, non-employee trustees also have the option to defer payment of their basic stipend, additional stipends, and/or meeting feesBoard for consultation and allocate these amounts to notional TIAA and CREF accounts chosen by the individual trustee. Benefits under that plan are also paid in a lump sum or annual installments over 5 to 20 years, as requested by the trustee, after the trustee leaves the board. 17 Committees The Boards appoint certain committees with specific responsibilities for aspects of the Funds operations. Currently, the Boards may have the following committees: (1) An Audit Committee, consisting solely of independent Trustees who are not officers of the Funds, which audits and examines the records and affairs of the Funds as it deems necessary, using independent auditors or others. The Audit Committee has adopted a formal written charter which is available upon request. During 2002, the Audit Committee held six meetings. The current members of the Audit Committee are Mr. Sloan (chair), Dr. Gruber and Dr. Jacob. (2) A Finance Committee, which overseesdiscussions regarding the management of the Funds, ~~investments subject~~and provides certain general management services to ~~appropriate oversight~~the Funds. The fees paid to the Advisor under the Current Agreement are set forth below in a chart comparing current and proposed investment management fees.
The Current Agreement was last submitted to a shareholder vote when the Funds were first organized in 1999 and was last approved by the ~~full Board. During 2002,~~Board on April 5, 2005. The Advisor substantially decreased the ~~Finance Committee held four meetings. The current members~~contractual fees payable under the Current Agreement for certain of the ~~Finance Committee~~Funds in September 2002.
Other than the services that the Advisor provides for the Funds, the Funds are ~~Mr. Leibowitz (chair)~~responsible for all other expenses incurred in their operations including any taxes, brokerage commissions on portfolio transactions, expenses of issuance and redemption of shares, costs of preparing and distributing proxy material in the ordinary course of business (but not in the case of the present proxy solicitation), ~~Dr. Carleton, Dr. Gruber, Dr. Jacob, Mr. Longstreth, Dr. Ross, Mr. Sloan~~auditing and ~~Dr. Vishny. (3) A Corporate Governance~~legal expenses, certain expenses of registering and ~~Social Responsibility Committee, consisting solely~~qualifying shares for sale, fees of ~~Trustees~~trustees who are not ~~officers~~interested persons of (i.e., not affiliated with) TIAA, costs of printing and mailing the ~~Funds, which addresses all corporate social responsibility~~prospectus, statements of additional information, and ~~corporate governance issues including the voting of the Funds' shareholdings~~financial reports to existing shareholders, and the initiation of appropriate shareholder resolutions. During 2002, the Corporate Governance and Social Responsibility Committee held five meetings. The current members of the Corporate Governance and Social Responsibility Committee are Mr. Longstreth (chair), Dr. Carleton and Dr. Vishny. (4) An Executive Committee, which generally is vested with full Board powers between full Board meetings on mattersany other charges or fees not specifically addressed by the full Board. During 2002, the Executive Committee held five meetings. The current members of the Executive Committee are Mr. Leibowitz (chair), Dr. Gruber and Dr. Ross. (5) A Nominating and Personnel Committee, consisting solely of independent Trustees who are not officers of the Funds, which nominates certain Fund officers and the standing committees of the Board, and recommends candidates for election as Trustees. During 2002, the Nominating and Personnel Committee held eight meetings. The current members of the Nominating and Personnel Committee are Dr. Ross (chair), Dr. Jacob and Dr. Vishny. (6) A Products and Services Committee, formed in November 2002, which reviews and oversees the design, development, improvement, and marketing of new and existing products and services. During 2002, the Products and Services Committee held no meetings. The current members of the Products and Services Committee are Mr. Leibowitz (chair), Dr. Gruber and Dr. Ross. 18 Shareholders can recommend nominees by writing to the Secretary of the Funds, 730 Third Avenue, New York, New York 10017-3206. Shareholders can also recommend nominees when casting votes for this special meeting by writingenumerated in the ~~name of~~Current Agreement or the individual in the space provided on the proxy card(s), or, if voting through the Internet, by noting their recommended nominee in the "Comments" section. (No recommendations may be made through our telephone voting facility.) Meetings There were six meetings of the Boards of Trustees of the Funds during 2002 and an additional six meetings of the Boards of Trustees through September 30, 2003. All current trustees attended at least 75% of the meetings of the Boards of Trustees and the board committees on which they served. II. THE INDEPENDENT AUDITORS Ernst & Young LLP (Ernst & Young) served as independent auditors to the TIAA-CREF Mutual Funds for the fiscal year ended December 31, 2002 and to the TIAA-CREF Institutional Mutual Funds forService Agreement. During the fiscal year ended September 30, ~~2003.~~2005, the Funds did not pay any brokerage commissions to an affiliated broker/dealer.
In order for it to continue in effect, the Current Agreement must be specifically approved at least annually by: (i) the Board, or by the vote of a majority of the outstanding voting shares of such Fund; and (ii) a majority of those trustees who are not interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. The Current Agreement may be terminated at any time with respect to any Fund by that Fund or by the Advisor, without penalty, on 60 days’ written notice. The Current Agreement will terminate automatically in the event of its assignment.
The Proposed Agreement contains terms that are substantially the same as the Current Agreement, except for the following important differences:
•   The Proposed Agreement provides for an increase in the management fees for the Funds, as described below.

9

•   At the Board’s request, the Proposed Agreement introduces a breakpoint schedule for most of the Funds, which may eventually modestly reduce the advisory 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.

The management fees under the Proposed Agreement do not cover certain expenses necessary to the Funds’ ordinary operation, including: custody services, transfer agency services, sub-transfer agency services, and regulatory fees. These charges are borne by the Fund directly and paid out of Fund assets. Also, while under the current arrangements, administrative services are provided by the Advisor pursuant to a separate Service Agreement, under the Proposed Agreement the expense of some of those services will be paid for out of the Advisor’s management fee, thereby reducing those other direct Fund expenses. (Note, however, that this reallocation of payments for certain services from the Service Agreement to the Proposed Agreement only accounts for a relatively small amount of the increase in management fees under the Proposed Agreement.) In addition, the Advisor is agreeing to cap those expenses through expense reimbursement arrangements. Please see Exhibit D for more details on these expense reimbursements.
What are the proposed fees under the Proposed Agreement for the Funds? How do they differ from the Current Agreement?
Under both the Current Agreement and Proposed Agreement, each Fund pays the Advisor a management fee that is calculated as a percentage of the average daily net assets for each Fund over each month at the annual rates set forth in the table below (not all of these Funds offer all three share classes):
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%

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*   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.

During the year ended September 30, 2005, the Funds paid an aggregate of $in management fees to the Advisor. Had the Proposed Agreement been in effect during the same period, the Funds would have paid an aggregate of $in management fees. The table below shows the amount of management fees paid during the year ended September 30, 2005 on a per Fund basis, along with the amounts that would have been paid during the same period had the Proposed Agreement been in effect (“Pro Forma”), and the percentage increase that the pro forma fees represent. (See Exhibit E for a comparison of the Funds’ current and pro forma payments under its service arrangements for the 12-month period ended September 30, 2005.)
[TO BE UPDATED]
FUND

CURRENT FEES

PRO FORMA FEES

% INCREASE
INTERNATIONAL EQUITY FUND                  $ 519,437           $ 2,885,761              455.6 %
LARGE-CAP VALUE FUND                  $ 167,917           $ 944,533              462.5 %
SMALL-CAP EQUITY FUND                  $ 167,424           $ 1,004,544              500.0 %
SOCIAL CHOICE EQUITY FUND                  $ 40,941           $ 153,529              275.0 %
REAL ESTATE SECURITIES FUND                  $ 273,632           $ 1,520,178              455.6 %
BOND FUND                  $ 757,785           $ 2,841,694              275.0 %
INFLATION-LINKED BOND FUND                  $ 385,466           $ 1,284,887              233.3 %
MONEY MARKET FUND                  $ 69,776           $ 174,440              150.0 %

While the new fees shown above would represent a substantial increase in management fee revenue to the Advisor, the increase is not expected to result in unreasonable profits to the Advisor, due to the expenses that the Advisor has incurred and continues to incur to operate the Funds, and the expense reimbursements committed to by the Advisor. In addition, even with the new fees, the Funds would remain competitive with the lower-priced funds in the industry. See pagesfor a comparison of each Fund’s total expense ratio with the median expense ratios of its peers.
For information about the overall impact of the proposed new pricing structure on the Funds’ total expense ratios, see “What Is the Overall Impact of the Proposal On the Funds’ Total Expense Ratios?” below.
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What Factors Did the Board Consider in Approving the Proposed Agreement?
The Advisor’s proposal to approve the Proposed Agreement and present it to shareholders for their approval was carefully considered by the Board of Trustees at meetings held on December 7, 2004, January 19, 2005, February 15, 2005, April 5, 2005, April 21, 2005 and May 17, 2005.* At each of these meetings, the Board, which was advised by independent counsel, deliberated over the Advisor’s comprehensive plan to restructure the Funds to help ensure their continuing operation. In particular, the Board assessed the Advisor’s proposal to increase advisory fees significantly for certain Funds in light of ongoing losses sustained by the Advisor. Before and at these meetings, the Board received information relating to the Proposed Agreement and was given the opportunity to ask questions and request additional information from the Advisor. After full and deliberate consideration, and after balancing the costs and benefits to shareholders, on May 17, 2005, the Board determined that the arrangements under the Proposed Agreement were reasonable and fair to the Funds and shareholders. Therefore, the Board voted unanimously to approve the Proposed Agreement, and submit the Proposed Agreement to shareholders for approval.
As indicated previously, the Proposed Agreement was submitted to shareholders on July 5, 2005, and was not approved for the Funds at a shareholders’ meeting held on August ~~20, 2003,~~31, 2005, despite support by many individual Fund shareholders. After careful consideration of various alternatives proposed by the ~~Boards~~Advisor at meetings held on September 22, 2005, October 12, 2005, and October 26, 2005, and an indication that several large institutional shareholders might reconsider their vote, upon the Advisor’s recommendation, the Board of Trustees voted to resubmit the Proposed Agreement to shareholders for approval.
As part of its original deliberations, the Board considered that since the Funds were established, the Advisor had set its fees at extremely low levels, making it difficult for the Advisor to sustain the level and quality of management and service shareholders expect in this competitive environment. They also considered that despite ongoing losses to the Advisor and the fact that its fees were much lower than most of its peers, the Advisor had never previously asked for a fee increase. In fact, in 2002, the Advisor decreased its fees on certain funds, even as costs were rising, resulting in increased losses to the Advisor. The Board considered that, over that time, it has become increasingly expensive to operate mutual funds due to the intensified competition for talented portfolio managers and other key investment management and administrative personnel and higher compliance and regulatory costs.
The Board considered that the new proposed management fee rates would enhance the Advisor’s ability to manage the day-to-day business affairs of the Funds, cover the increasing costs of offering mutual funds, attract and retain highly qualified personnel, increase the capacity and scope of coverage of the investment management staff and maintain and improve the quality of services to shareholders.
*   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.

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Significantly, they considered that while the magnitude of the fee increase requested by the Advisor was large, even after the fee increase, the profits that the Advisor would earn on the Funds overall would be reasonable, especially after the Advisor’s reimbursements, and that the Funds would continue to be competitive with the lower-priced offerings in the industry.
As part of its deliberations, the Board reviewed detailed information provided by the Advisor relating to the nature, extent and quality of the services currently provided by the Advisor and to be provided by the Advisor under the Proposed Agreement. In particular, the Board reviewed detailed independent analysis of comparative expenses and performance data for each class of shares of each of the Funds, prepared by Lipper, Inc., a Reuters company that is an independent provider of investment company data (“Lipper”). In addition, the Board received financial information about the Advisor and its affiliated companies, including an analysis of the profitability of the Advisor’s operations, and the effect the proposed new arrangements would have on the short-term and long-term financial condition of the Advisor. For details about each Fund, see the Fund-by-Fund synopsis of the factors the Board considered in Exhibit F.
Additionally, the Board, both initially and after the August 31, 2005 shareholders’ meeting, discussed the other options presented by the Advisor for the Funds’ future if the Proposed Agreement was not approved. At the September and October 2005 Board Meetings, the Trustees considered the Advisor’s recommended options for the Funds, which it had indicated would most likely be:
•   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.

In the course of assessing all the options, the Advisor and the Board took note that although many individual Fund shareholders supported the proposal, the proposal was not 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 have indicated that they may be willing to reconsider their previous negative votes or abstentions on the Proposed Agreement.
Based on these facts, and an analysis of the likelihood of approval under various voting scenarios, the Advisor recommended, and the Board agreed, that the course of action that would continue to serve the best interests of all Fund shareholders, and result in the least disruption or unintended tax consequences, would be to approach Fund shareholders once again and ask that they approve the Proposed Agreement. The Board, at the recommendation of the Advisor, determined not to re-solicit the shareholders of the Growth Equity Fund based upon the improbability of approval of the proposal and the Advisor’s commitment not to raise advisory fees for this Fund until April 2007. The Board also considered that Fund shareholders would not bear the costs of this resolicitation since the Advisor would pay all related costs.
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In determining whether to approve the Proposed Agreement at its May 17, 2005 meeting, the Board reviewed the following specific factors:
The Nature and Quality of Services.  The Board considered that the Advisor is an experienced investment advisor that has managed the Institutional Funds since 1999 and the TIAA-CREF Mutual Funds since 1997, and that the investment professionals of the Advisor also manage various accounts of CREF. The Board considered that the Advisor has carried out its responsibilities for managing the assets of the Funds in a professional manner. In the course of their review of the quality of the Advisor’s services, the Board examined the long-term performance of the Funds in general, and concluded that it was within an acceptable range when compared with fund benchmarks and peers, or that, in the case of underperforming Funds, the Advisor was taking affirmative steps to enhance its investment approach and personnel.
Performance.  The Board considered the performance of each Fund over the one-year, three-year, five-year (where applicable), and since inception periods and the Funds’ performance as compared to their peer groups and benchmark indices. The Board considered the comparative performance data for each Fund prepared by Lipper, an independent third party, for each class of each pertinent Fund, as well as each Fund’s performance against its performance benchmark. In looking at this data, the Board considered that most of the Funds met their benchmarks over the one-year, three-year, five-year and since inception periods, as applicable (when factoring in the effect of expenses), and ranked in the first, second, or third quintiles versus their peers, with some limited exceptions. (This means, with certain exceptions, the Funds were in the first, second or third of five groups, in terms of performance, with first being the best.)
Fees Charged by Other Advisers.  An important factor that the Board considered was the level of fees paid to other advisers for managing similar funds, as analyzed by Lipper. The Board determined that the fees under the Current Agreement were significantly lower than those of competitors, and that even with the proposed increase in advisory fees and increase in total expense ratios, each Fund would continue to be very competitively priced and below the pricing of the average fund within the universe of mutual funds in its competitive peer group except Inflation-Linked Bond Fund). They considered that the new management fees for almost all of the repriced Funds would continue to be in the lowest quintile as compared with Institutional class funds in the competitive peer group and universe identified by Lipper. (The lowest quintile means that a fund is in the best of five groups, i.e., the group with the lowest expenses.) Significantly, the Board considered that under the Proposed Agreement, each Fund’s total expense ratio (except Inflation-Linked Bond Fund) would be less than the median expense ratio for its peer group of mutual funds, and, in some cases, significantly less. The table below compares the estimated total expense ratio (not including any waivers or reimbursements) of each existing class of each Fund that would be subject to an increased fee under the Proposed Agreement if the Proposed Agreement had been in effect during the twelve-month period ended December 31, 2004 with the Lipper median total expense ratio for the Fund’s appropriate category.
14

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 %

Cost and Profitability.  The Board considered that the Advisor is losing money managing the mutual funds business overall. The Board reviewed financial and profitability data for 2004 and profitability on a pro forma basis assuming the proposed management fee increase had been in effect—showing data for both before and after distribution expenditures. The Board considered that very few Funds currently are profitable to the Advisor, and most are operating at a loss to the Advisor. The Board determined that the Proposed Agreement would permit the Advisor to operate at profit margins that were fair and reasonable in the short term in light of overall Fund expenses and the Advisor’s recent losses, which would also enable the Advisor to maintain and improve the quality of services provided to shareholders. The Board also considered that it would be able to review the profitability levels of the Advisor annually during its yearly review of the Funds’ management arrangements to ensure that the Advisor’s fees remained fair and reasonable and that its profits for managing the Funds were not excessive.
The Board further considered that the costs and anticipated costs of operating mutual funds have increased, including additional disclosure and compliance requirements, such as the USA PATRIOT Act requirements, Sarbanes-Oxley requirements, and the requirement that mutual funds have a chief compliance officer. The Board considered that the proposed fee increase would enhance the Advisor’s ability to attract and retain
15

highly qualified investment and administrative professionals in a competitive investment management environment. Heightened competition from traditional asset managers, banks, insurance companies and, particularly in recent years, hedge funds, has driven up the costs of attracting and retaining key personnel and the cost of technology to update and maintain necessary systems for effective investment management operations continues to grow. The Board also considered that the Advisor would like the flexibility and means to increase the capacity of its investment management staff and expand the depth and scope of analyst coverage, to enhance its investment management services to the Funds.
Economies of Scale.  The Board considered whether the Advisor has or would experience economies of scale on any of the Funds, and whether the proposed fees should contain breakpoints. The Board carefully considered whether the proposed breakpoints would have any real effect on Fund fees. They determined that although the breakpoints discounts appeared to be low compared to those of competitors, this was because the stated fees under the Proposed Agreement were already at low levels. The Board ultimately determined that imposing a modest breakpoint schedule on the majority of ~~non-officer Trustees, ratified~~ the ~~selection~~Funds might eventually allow some of ~~Ernst & Young by~~ the ~~audit committee~~savings gained from the growth of assets and economies of scale to ~~serve~~be passed on to Fund shareholders. The Board expects to review the level of breakpoints as ~~independent auditors~~Fund assets grow.
Comparisons with Other Clients of the Advisor.  The Board considered that the Advisor provides similar investment management services to each of the Institutional Funds, the TIAA-CREF Mutual Funds, TIAA-CREF Life Funds, and TIAA Separate Account VA-1, although channels for distribution of interests in such funds differ among them. In addition, the Advisor, through its TCAM division, manages large institutional client assets through unregistered commingled funds and separate accounts with similar investment strategies and investment staff. The Board considered the schedule of fees for each of the ~~Funds~~comparable funds, and determined that while the management fees may not be precisely the same for comparable funds, there were good reasons for the ~~fiscal years ending December 31, 2003 and September 30, 2004. Ernst & Young performs independent audits~~divergent pricing. The Board also considered the assurances of ~~each Funds' financial statements. To maintain auditor independence and avoid even~~ the ~~appearance~~Advisor that the pricing on those affiliated funds that was not in line with the proposed advisory fees would be revisited.
Other Benefits.  At the Board’s request, the Advisor agreed to continue to be willing to cap “other expenses” and/or the total expenses of ~~conflicts of interest,~~the Funds. The Board also considered that the fee increase would help ensure that the expenses for running the Funds that are paid by the Advisor are not indirectly borne (in the form of reduced declared dividends) by the TIAA participant base, some of who are shareholders of the Funds. Finally, the Board considered that with the Proposed Agreement, the Advisor would have the flexibility to support multiple opportunities to expand the channels through which the Funds are distributed, thereby increasing asset growth and enabling expenses to be spread over a wider asset base.
Based on its evaluation of all material factors and with the assistance of independent counsel, the Board concluded that the proposed advisory fee structure is fair and reasonable to each of the Funds, its shareholders, and to the Advisor.
16

What Is The Overall Impact Of The Proposal On The Funds’ Total Expense Ratios?
The tables below provide data concerning each Fund’s fees and expenses (for each share class) as a ~~policy, do not engage Ernst & Young~~percentage of average net assets for management advisory or consulting services. Representatives of Ernst & Young will be available at the special meeting to respond to questions. Audit Fees Ernst & Young's fees for professional services rendered for the audit of TIAA-CREF Mutual Funds' annual financial statements for the years ended December 31, 2002 and December 31, 2001 were $201,075 and $155,400, respectively. Ernst & Young's fees for professional services rendered for the audit of TIAA-CREF Institutional Mutual Funds' annual financial statements for the fiscal years ended September 30, 2003 and September 30, 2002 were $335,903 and $428,505, respectively. Tax Services Ernst & Young's fees for tax services rendered to TIAA-CREF Mutual Funds for the years ended December 31, 2002 and December 31, 2001 were $69,809 and $60,524, respectively. Ernst & Young's fees for tax services rendered to TIAA-CREF Institutional 19 ~~Mutual Funds for the~~each Fund’s most recent full fiscal year ended September 30, ~~2003 is expected to be $120,958~~2005 under the Current Agreement and if the Proposed Agreement had been in effect during the same period. Note that, as indicated above, if the new arrangements had been in effect for the most recently completed fiscal years, all but one of the Funds’ total expense ratios would have been less than the median expense ratios for their respective peer groups of mutual funds, and, in some cases, significantly less.
INSTITUTIONAL CLASS
[UPDATE WITH 2005 NUMBERS]

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 %

17

RETIREMENT CLASS

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 %

RETAIL CLASS

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 %

18

The following example indicates the expenses you would pay under the current and proposed expense structures, assuming an initial investment of $10,000, a 5% total annual return each year, ~~ended~~and redemption at the end of each period. This example also assumes that there will be no expense reimbursement in place after one year. Your actual cost may be higher or lower.
[UPDATE IF NECESSARY]
INSTITUTIONAL CLASS

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

19

RETIREMENT CLASS

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

RETAIL CLASS

1 Year

3 Years

5 Years

10 Years
LARGE-CAP VALUE FUND

Current                  $ 45            $ 152            $ 269            $ 611
Pro Forma                  $ 82            $ 297            $ 530            $ 1,205
SMALL-CAP EQUITY FUND

Current                  $ 31            $ 114            $ 205            $ 473
Pro Forma                  $ 87            $ 339            $ 612            $ 1,400
REAL ESTATE SECURITIES FUND

Current                  $ 46            $ 155            $ 275            $ 623
Pro Forma                  $ 92            $ 307            $ 539            $ 1,209
INFLATION-LINKED BOND FUND

Current                  $ 31            $ 103            $ 182            $ 415
Pro Forma                  $ 51            $ 226            $ 417            $ 975

20

ADDITIONAL INFORMATION
Beneficial Ownership
Set forth in Exhibit G, as of September 30, ~~2002 was $107,407. Other Fees Ernst & Young had no additional fees with respect~~2005, is a listing of those persons who, to the ~~TIAA-CREF Mutual Funds for the years ended December 31, 2002 and 2001. Ernst & Young's only additional fees with respect to the TIAA-CREF~~ Institutional Mutual Funds for the fiscal years ended September 30, 2003 and September 30, 2002 were $4,875 and $8,500, respectively, for audit-related activities. Preapproval Policy In June of 2003, the Audit Committee of each Fund's Board ("Audit Committee") adopted a Preapproval Policy for External Audit Firm Services ("Policy"). The Policy describes the types of services that may be provided by the independent auditor to the Funds without impairing the auditor's independence. Under the Policy, the Audit Committee is required to preapprove services to be performed by the Funds' independent auditor in order to ensure that such services do not impair the auditor's independence. The Policy requires the Audit Committee to: (i) appoint the independent auditor to perform the financial statement audit for the Funds and certain of their subsidiaries and affiliates, including approving the terms of the engagement and (ii) preapprove the audit, audit-related and tax services to be provided by the independent auditor and the fees to be charged for provision of such services from year to year. Auditor Fees for Related Entities The aggregate non-audit fees billed by Ernst & Young for services rendered to the TIAA-CREF Mutual Funds and its adviser or affiliates of the adviser performing on-going services to the Funds, including TIAA (Service Providers) for the years ended December 31, 2002 and December 31, 2001 were $234,659 and $307,691, respectively. The equivalent figures for TIAA-CREF Institutional Mutual Funds and their Service Providers for the fiscal years ended September 30, 2003 and September 30, 2002 were $290,708 and $280,757, respectively. Ernst & Young's aggregate fees for professional services rendered in connection with the audit of financial statements for TIAA and CREF and their affiliated entities were $3,167,680 for the year ended December 31, 2002 and $2,020,000 for the year ended December 31, 2001. Ernst & Young's aggregate fees for audit-related services provided to TIAA and CREF and their affiliated entities were $159,000 for the year ended December 31, 2002 and $211,875 for the year ended December 31, 2001. Ernst & Young's aggregate fees for tax services provided to TIAA and CREF and their affiliated entities were $212,625 for the year ended December 31, 2002 and $128,067 for the year ended December 31, 2001. Ernst & Young's aggregate fees for all other services provided to TIAA and CREF and their affiliated entities were $22,850 for the year ended December 31, 2002 and $0 for the year ended December 31, 2001. 20 ~~III. ADDITIONAL INFORMATION Beneficial Ownership TIAA-CREF Mutual Funds: As of October 20, 2003, the following persons owned~~Funds’ knowledge, own beneficially or of record 5% or more of the outstanding shares of ~~the following funds~~any class of ~~the TIAA-CREF Mutual Funds: TIAA-CREF Trust Company, FSB(1,2) One Metropolitan Square 211 North Broadway, Suite 1000 St. Louis, MO 63102~~
~~Percent Number of of Fund Shares Shares - ---------------------------------------------------~~ Tax-Exempt Bond 14.84% 2,190,108 - --------------------------------------------------- High-Yield Bond 29.04% 5,957,083 - --------------------------------------------------- Short-Term Bond 43.01% 7,948,931 - ---------------------------------------------------
~~The University of Chicago(1) 450 North Cityfront Plaza Drive Chicago, IL 60611~~
~~Percent Number of of Fund Shares Shares - ---------------------------------------------------~~ ~~International Equity 22.20% 6,599,344 - ---------------------------------------------------~~
~~TIAA-CREF Managed Allocation Fund 730 Third Avenue New York, NY 10017~~
~~Percent Number of of Fund Shares Shares - ---------------------------------------------------~~ International Equity 16.18% 4,807,589 - --------------------------------------------------- Growth Equity 15.30% 9,638,616 - --------------------------------------------------- Bond Plus 30.87% 12,114,866 - --------------------------------------------------- High-Yield Bond 5.72% 1,172,485 - ---------------------------------------------------
(1) Held for the benefit of the shareholder by: SEI Private Trust Company One Freedom Valley Drive Oaks, PA 19456 (2) The Trust Company, a federal savings bank, holds these shares in a fiduciary capacity for its clients. The Trust Company has investment discretion over these shares. Charles Schwab & Co., Inc. 101 Montgomery Street San Francisco, CA 94104
~~Percent Number of of Fund Shares Shares - ---------------------------------------------------~~ International Equity 6.64% 1,972,722 - --------------------------------------------------- Growth & Income 7.14% 3,454,108 - --------------------------------------------------- Short-Term Bond 6.10% 1,126,809 - --------------------------------------------------- High-Yield Bond 14.34% 2,940,503 - --------------------------------------------------- Social Choice Equity 12.62% 1,064,777 - --------------------------------------------------- Equity Index 21.18% 8,171,204 - ---------------------------------------------------
~~National Financial Services LLC For the Exclusive Benefit of our Customers One World Financial Center 200 Liberty Street, 5th Floor New York, NY 10281~~
~~Percent Number of of Fund Shares Shares - ---------------------------------------------------~~ ~~High-Yield Bond 8.68% 1,780,384 - --------------------------------------------------- Equity Index 7.24% 2,793,670 - ---------------------------------------------------~~
~~Teachers Insurance and Annuity Association of America(3) 730 Third Avenue New York, NY 10017~~
~~Percent Number of of Fund Shares Shares - ---------------------------------------------------~~ ~~Social Choice Equity 15.25% 1,287,129 - ---------------------------------------------------~~
(3) TIAA, a New York State chartered insurance company, holds these shares in exchange for providing the initial seed capital to these Funds. 21 ~~Bryn Mawr Presbyterian Church Foundation(4) 138 Hunters Run Newtown Square, PA 19073~~
~~Percent Number of of Fund Shares Shares - ---------------------------------------------------~~ ~~TIAA-CREF Social Choice Equity 11.14% 940,266 - ---------------------------------------------------~~
~~SEI Private Trust Company(5) One Freedom Valley Drive Oaks, PA 19456~~
~~Percent Number of of Fund Shares Shares - ---------------------------------------------------~~ Tax-Exempt Bond 15.33% 2,261,498 - --------------------------------------------------- High-Yield Bond 30.02% 6,158,690 - --------------------------------------------------- Short-Term Bond 43.07% 7,960,694 - --------------------------------------------------- International Equity 22.30% 6,628,814 - ---------------------------------------------------
(4) Held for the benefit of the shareholder by: Vanguard National Trust Company PO Box 709 Valley Forge, PA 19482 (5) Held for the benefit of customers of TIAA-CREF Trust Company, FSB 22 any Fund. As of ~~October 20, 2003: (1) none of~~that same date, the ~~current trustees or nominees owned as much as 1% of the outstanding voting securities of any of the TIAA-CREF Mutual Funds; and (2) the current trustees~~Trustees and officers ~~as a group, did not own more~~of Institutional Funds, individually and in the aggregate, owned less than 1% of the outstanding voting securities of any of the TIAA-CREF Mutual Funds. TIAA-CREF Institutional Mutual Funds: As of October 20, 2003, the following persons are known by the Fund to hold beneficially 5% or more of the outstanding shares of the following classes of Funds: SEI Private Trust Company(1) One Freedom Valley Drive Oaks, PA 19456
~~Percent Number of of Fund Shares Shares - ----------------------------------------------------------~~ Institutional Class - ---------------------------------------------------------- International Equity 38.15% 16,610,336 - ---------------------------------------------------------- Growth Equity 54.10% 8,768,889 - ---------------------------------------------------------- Social Choice Equity 64.28% 4,176,308 - ---------------------------------------------------------- Growth & Income 31.84% 22,553,532 - ---------------------------------------------------------- Inflation-Linked Bond 7.38% 1,619,215 - ---------------------------------------------------------- Equity Index 9.39% 15,923,410 - ---------------------------------------------------------- Bond 24.61% 33,292,890 - ---------------------------------------------------------- Small-Cap Equity 100.00% 1,748,022 - ---------------------------------------------------------- Mid-Cap Value 100.00% 343,710 - ---------------------------------------------------------- Mid-Cap Growth 99.99% 149,505 - ---------------------------------------------------------- Real Estate Securities 41.54% 3,490,997 - ---------------------------------------------------------- Large-Cap Value 100.00% 1,346,091 - ---------------------------------------------------------- S&P 500 Index 70.04% 4,770,417 - ---------------------------------------------------------- International Equity Index 13.22% 736,339 - ---------------------------------------------------------- Large-Cap Value Index 9.64% 751,480 - ---------------------------------------------------------- Large-Cap Growth Index 19.31% 573,430 - ---------------------------------------------------------- Mid-Cap Blend Index 40.86% 1,311,455 - ---------------------------------------------------------- Mid-Cap Value Index 5.16% 130,016 - ---------------------------------------------------------- Small-Cap Value Index 8.28% 353,423 - ---------------------------------------------------------- Small-Cap Blend Index 13.28% 1,088,580 - ---------------------------------------------------------- Money Market 7.84% 13,838,000 - ----------------------------------------------------------
(1) Held for the benefit of customers of TIAA-CREF Trust Company, FSB California Golden State Scholarshare College Savings Trust(2) CA State Treasurer Office 915 Capitol Mall, Room 110 Sacramento, CA 95814
~~Percent Number of of Fund Shares Shares - -----------------------------------------------------~~ Institutional Class - ----------------------------------------------------- Bond 14.09% 19,058,404 - ----------------------------------------------------- Equity Index 6.88% 11,680,147 - ----------------------------------------------------- Growth & Income 32.85% 23,271,113 - ----------------------------------------------------- Growth Equity 19.44% 3,151,761 - ----------------------------------------------------- International Equity 21.61% 9,409,361 - ----------------------------------------------------- Large-Cap Value Index 24.10% 1,878,045 - ----------------------------------------------------- Money Market 13.95% 24,628,703 - ----------------------------------------------------- Small-Cap Blend Index 15.50% 1,270,480 - ----------------------------------------------------- Social Choice Equity 35.72% 2,320,818 - -----------------------------------------------------
~~CHET(2) Office of the Treasurer 55 Elm Street Hartford, CT 06106~~
~~Percent Number of of Fund Shares Shares - -----------------------------------------------------~~ Institutional Class - ----------------------------------------------------- Bond 8.14% 11,008,787 - ----------------------------------------------------- Equity Index 6.91% 11,728,759 - ----------------------------------------------------- Growth & Income 7.35% 5,203,283 - ----------------------------------------------------- International Equity 6.94% 3,019,954 - ----------------------------------------------------- Money Market 9.76% 17,225,631 - -----------------------------------------------------
~~(2) Held for the benefit of customers of each State's 529 plan 23~~ ~~Georgia Higher Education Savings Plan(3) Suite 1202, West Tower 200 Piedmont Avenue Atlanta, GA 30334~~
~~Percent Number of of Fund Shares Shares - -----------------------------------------------------~~ ~~Institutional Class - ----------------------------------------------------- Inflation-Linked Bond 6.14% 1,346,966 - -----------------------------------------------------~~
~~Minnesota College Savings Plan(3) Manager Public Programs MN State Board of Investment 60 Empire Drive, Suite 355 St. Paul, MN 55103~~
~~Percent Number of of Fund Shares Shares - -----------------------------------------------------~~ Institutional Class - ----------------------------------------------------- Inflation-Linked Bond 11.42% 2,505,938 - ----------------------------------------------------- Large-Cap Value Index 5.85% 455,527 - ----------------------------------------------------- Real Estate Securities 7.86% 660,445 - -----------------------------------------------------
~~Michigan Education Savings Program(3) Executive Director -- Met Director of Treasury PO Box 30198 Lansing, MI 48909~~
~~Percent Number of of Fund Shares Shares - -----------------------------------------------------~~ Institutional Class - ----------------------------------------------------- Equity Index 5.32% 9,020,611 - ----------------------------------------------------- Growth & Income 9.48% 6,713,794 - ----------------------------------------------------- Growth Equity 14.59% 2,365,498 - ----------------------------------------------------- Inflation-Linked Bond 35.34% 7,757,287 - ----------------------------------------------------- International Equity 12.52% 5,451,165 - ----------------------------------------------------- Large-Cap Value Index 18.38% 1,432,382 - ----------------------------------------------------- Money Market 8.67% 15,307,870 - ----------------------------------------------------- Real Estate Securities 23.02% 1,934,522 - ----------------------------------------------------- Small-Cap Blend Index 11.12% 911,242 - -----------------------------------------------------
~~Missouri Saving for Tuition(3) Missouri's State Treasurer's Office Capitol Building, Room 229 201 West Capitol Avenue Jefferson City, MO 65101~~
~~Percent Number of of Fund Shares Shares - -----------------------------------------------------~~ Institutional Class - ----------------------------------------------------- Growth & Income 7.09% 5,025,218 - ----------------------------------------------------- Growth Equity 5.12% 829,100 - ----------------------------------------------------- Inflation-Linked Bond 26.06% 5,720,679 - ----------------------------------------------------- International Equity 8.74% 3,806,411 - ----------------------------------------------------- Large-Cap Value Index 14.58% 1,135,840 - ----------------------------------------------------- Money Market 7.55% 13,333,655 - ----------------------------------------------------- Real Estate Securities 15.96% 1,341,148 - ----------------------------------------------------- Small-Cap Blend Index 10.51% 861,473 - -----------------------------------------------------
~~New York's College Savings Program(3) Office of the State Comptroller 110 State Street Albany, NY 12207~~
~~Percent Number of of Fund Shares Shares - -----------------------------------------------------~~ Institutional Class - ----------------------------------------------------- Bond 44.81% 60,636,991 - ----------------------------------------------------- Equity Index 61.37% 104,109,675 - ----------------------------------------------------- Money Market 43.40% 76,619,609 - -----------------------------------------------------
~~(3) Held for the benefit of customers of each State's 529 plan 24~~ ~~Teachers Insurance and Annuity Association of America(4) 730 Third Avenue New York, NY 10017~~
~~Percent Number of of Fund Shares Shares - --------------------------------------------------------~~ Real Estate Securities (Retail Class) 22.07% 834,907 - -------------------------------------------------------- S&P 500 Index (Institutional Class) 28.92% 1,970,137 - -------------------------------------------------------- Large-Cap Growth Index (Institutional Class) 80.69% 2,396,360 - -------------------------------------------------------- Large-Cap Growth Index (Retirement Class) 57.85% 10,027 - -------------------------------------------------------- Large-Cap Value Index (Institutional Class) 18.81% 1,466,059 - -------------------------------------------------------- Large-Cap Value Index (Retirement Class) 69.84% 10,071 - -------------------------------------------------------- Mid-Cap Blend Index (Institutional Class) 59.14% 1,898,197 - -------------------------------------------------------- Mid-Cap Blend Index (Retirement Class) 47.21% 10,043 - -------------------------------------------------------- Mid-Cap Growth Index (Institutional Class) 96.25% 1,598,350 - -------------------------------------------------------- Mid-Cap Growth Index (Retirement Class) 42.04% 10,004 - -------------------------------------------------------- Mid-Cap Value Index (Institutional Class) 94.84% 2,388,790 - -------------------------------------------------------- Mid-Cap Value Index (Retirement Class) 84.38% 10,070 - -------------------------------------------------------- Small-Cap Blend Index (Institutional Class) 39.93% 3,271,979 - -------------------------------------------------------- Small-Cap Blend Index (Retirement Class) 66.76% 10,039 - -------------------------------------------------------- Small-Cap Growth Index (Institutional Class) 95.83% 4,407,001 - -------------------------------------------------------- Small-Cap Growth Index (Retirement Class) 74.32% 10,016 - -------------------------------------------------------- Small-Cap Value Index (Institutional Class) 91.72% 3,914,394 - -------------------------------------------------------- Small-Cap Value Index (Retirement Class) 90.16% 10,063 - -------------------------------------------------------- International Equity Index (Institutional Class) 86.78% 4,832,324 - -------------------------------------------------------- International Equity Index (Retirement Class) 99.92% 10,037 - --------------------------------------------------------
(4) TIAA, a New York State chartered insurance company, holds these shares in exchange for providing the initial seed capital to these Funds. TIAA-CREF Trust Company, FSB(5,6) One Metropolitan Square 211 North Broadway, Suite 1000 St. Louis, MO 63102
~~Percent Number of of Fund Shares Shares - -----------------------------------------------------------~~ Institutional Class - ----------------------------------------------------------- International Equity 24.49% 10,665,170 - ----------------------------------------------------------- Growth Equity 30.38% 4,924,981 - ----------------------------------------------------------- Social Choice Equity 20.78% 1,350,136 - ----------------------------------------------------------- Growth & Income 24.31% 17,219,972 - ----------------------------------------------------------- Inflation-Linked Bond 7.36% 1,615,647 - ----------------------------------------------------------- Equity Index 6.05% 10,269,981 - ----------------------------------------------------------- Bond 14.99% 20,287,350 - ----------------------------------------------------------- Small-Cap Equity 83.83% 1,465,365 - ----------------------------------------------------------- Mid-Cap Value 59.06% 202,991 - ----------------------------------------------------------- Mid-Cap Growth 59.16% 88,451 - ----------------------------------------------------------- Real Estate Securities 35.71% 3,001,455 - ----------------------------------------------------------- Large-Cap Value 91.91% 1,237,201 - ----------------------------------------------------------- S&P 500 Index 44.02% 2,998,496 - ----------------------------------------------------------- International Equity Index 13.18% 734,065 - ----------------------------------------------------------- Large-Cap Value Index 9.64% 751,479 - ----------------------------------------------------------- Large-Cap Growth Index 19.31% 573,430 - ----------------------------------------------------------- Mid-Cap Blend Index 40.74% 1,307,702 - ----------------------------------------------------------- Mid-Cap Value Index 5.16% 130,051 - ----------------------------------------------------------- Small-Cap Value Index 8.21% 350,185 - ----------------------------------------------------------- Small-Cap Blend Index 13.28% 1,088,580 - -----------------------------------------------------------
~~TIAA-CREF Managed Allocation Fund 730 Third Avenue New York, NY 10017~~
~~Percent Number of of Fund Shares Shares - ------------------------------------------------------~~ Retail Class - ------------------------------------------------------ Small-Cap Equity 40.46% 969,615 - ------------------------------------------------------ Real Estate Securities 7.42% 280,712 - ------------------------------------------------------ Large-Cap Value 90.07% 6,770,312 - ------------------------------------------------------
(5) Held for the benefit of the shareholder by: SEI Private Trust Company One Freedom Valley Drive Oaks, PA 19456 (6) The Trust Company, a federal savings bank, holds these shares in a fiduciary capacity for its clients. The Trust Company has investment discretion over these shares. 25 ~~National Financial Services LLC For the Exclusive Benefit of our Customers One World Financial Center 200 Liberty Street, 5th Floor New York, NY 10281~~
~~Percent Number of of Fund Shares Shares - ---------------------------------------~~ Retail Class - --------------------------------------- Mid-Cap Growth 9.12% 172,197 - --------------------------------------- Mid-Cap Value 6.47% 61,519 - ---------------------------------------
~~James S. McDonnell Foundation I/A(7) 1034 South Brentwood Boulevard, Suite 1860 St. Louis, MO 63117~~
~~Percent Number of of Fund Shares Shares - -------------------------------------------------~~ ~~Institutional Class - ------------------------------------------------- International Equity 10.04% 4,371,674 - -------------------------------------------------~~
~~Community Funds, Inc(7) 2 Park Avenue New York, NY 10016~~
~~Percent Number of of Fund Shares Shares - ----------------------------------------------------~~ Institutional Class - ---------------------------------------------------- Growth Equity 21.51% 3,486,564 - ---------------------------------------------------- Growth & Income 6.82% 4,831,085 - ---------------------------------------------------- Real Estate Securities 5.77% 485,123 - ----------------------------------------------------
~~International Centre for Diarrhoeal(7) Disease Research, Bangladesh/ Centre for Health & Population Research Endowment Fund 10630 Little Patuxent Parkway Century Plaza, Suite 126 Columbia, MD 21044~~
~~Percent Number of of Fund Shares Shares - ---------------------------------------------~~ ~~Institutional Class - --------------------------------------------- Social Choice Equity 6.92% 449,760 - ---------------------------------------------~~
~~The Church of the Nazarene(7) 6401 The Paseo Kansas City, MO 64131~~
~~Percent Number of of Fund Shares Shares - ---------------------------------------------~~ ~~Institutional Class - --------------------------------------------- Social Choice Equity 7.77% 505,012 - ---------------------------------------------~~
~~Fleet National Bank(7) 159 East Main Street Rochester, NY 14638~~
~~Percent Number of of Fund Shares Shares - -------------------------------------------------~~ ~~Institutional Class - ------------------------------------------------- Social Choice Equity 17.16% 1,114,810 - -------------------------------------------------~~
~~Kentucky Foundation for Women(7) 1215 Heyburn Building -- 322 West Broadway Louisville, KY 40202~~
~~Percent Number of of Fund Shares Shares - -------------------------------------------------~~ ~~Institutional Class - ------------------------------------------------- Social Choice Equity 11.79% 766,313 - -------------------------------------------------~~
~~The Danforth Foundation(7) 211 North Broadway Suite 2390 St. Louis, MO 63102~~
~~Percent Number of of Fund Shares Shares - -------------------------------------------------~~ Institutional Class - ------------------------------------------------- Bond 5.97% 8,074,423 - ------------------------------------------------- Money Market 7.22% 12,743,000 - -------------------------------------------------
~~(7) Held for the benefit of the shareholder by: SEI Private Trust Company One Freedom Valley Drive Oaks, PA 19456 26~~ ~~Berea College(8) CPO 2206 Berea, KY 40404~~
~~Percent Number of of Fund Shares Shares - ----------------------------------------------~~ ~~Institutional Class - ---------------------------------------------- Small-Cap Equity 7.10% 124,068 - ----------------------------------------------~~
~~Optical Gaging Products(8) 850 Hudson Avenue Rochester NY 14621-4896~~
~~Percent Number of of Fund Shares Shares - ----------------------------------------------~~ ~~Institutional Class - ---------------------------------------------- Small-Cap Equity 9.09% 158,809 - ----------------------------------------------~~
~~University of Cincinnati(8) PO Box 19970 Cincinnati, OH 45219-0970~~
~~Percent Number of of Fund Shares Shares - ------------------------------------------------~~ Institutional Class - ------------------------------------------------ Mid-Cap Value 27.73% 95,309 - ------------------------------------------------ Large-Cap Value 7.03% 94,610 - ------------------------------------------------
~~Arkansas State University(8) PO Box 1990 State University AR 72467~~
~~Percent Number of of Fund Shares Shares - ------------------------------------------------~~ Institutional Class - ------------------------------------------------ Mid-Cap Value 7.73% 26,559 - ------------------------------------------------ Mid-Cap Growth 16.31% 24,388 - ------------------------------------------------
~~Sparks Health System(8) PO Box 17030 Fort Smith, AR 72917-7006~~
~~Percent Number of of Fund Shares Shares - ------------------------------------------------~~ Institutional Class - ------------------------------------------------ Mid-Cap Value 5.23% 17,989 - ------------------------------------------------ Mid-Cap Growth 11.13% 16,638 - ------------------------------------------------
~~Ivan George Smith(8) 701 East 8th Street Houston, TX 77007~~
~~Percent Number of of Fund Shares Shares - ------------------------------------------------~~ ~~Institutional Class - ------------------------------------------------ Mid-Cap Growth 6.84% 10,221 - ------------------------------------------------~~
~~Gemological Institute of America(8) 5345 Armada Drive Carlsbad, CA 92008~~
~~Percent Number of of Fund Shares Shares - ------------------------------------------------~~ ~~Institutional Class - ------------------------------------------------ S&P 500 Index 16.20% 1,103,738 - ------------------------------------------------~~
~~John Walter Sheffield, Jr(8) 4570 Tall Pines Drive NW Atlanta, GA 30327~~
~~Percent Number of of Fund Shares Shares - ------------------------------------------------~~ ~~Institutional Class - ------------------------------------------------ Mid-Cap Growth 6.56% 9,805 - ------------------------------------------------~~
~~Iowa State University(8) 2505 Elwood Drive Ames, IA 50010-8644~~
~~Percent Number of of Fund Shares Shares - ------------------------------------------------~~ ~~Institutional Class - ------------------------------------------------ S&P 500 Index 6.90% 469,651 - ------------------------------------------------~~
(8) Held for the benefit of the shareholder by: SEI Private Trust Company One Freedom Valley Drive Oaks, PA 19456 27 ~~TIAA-CREF Individual & Institutional Services, Inc.(9) For the Exclusive Benefit of Customers 730 Third Avenue New York, NY 10017~~
~~Percent Number of of Fund Shares Shares - ----------------------------------------------------~~ Retirement Class - ---------------------------------------------------- Growth & Income 100.00% 1,281,639 - ---------------------------------------------------- International Equity 100.00% 1,583,505 - ---------------------------------------------------- Large-Cap Value 100.00% 1,063,875 - ---------------------------------------------------- Mid-Cap Value 100.00% 1,575,481 - ---------------------------------------------------- Mid-Cap Growth 100.00% 2,287,949 - ---------------------------------------------------- Small-Cap Equity 100.00% 2,706,313 - ---------------------------------------------------- Real Estate Securities 99.28% 1,417,555 - ---------------------------------------------------- Social Choice Equity 100.00% 1,223,030 - ---------------------------------------------------- S&P 500 Index 100.00% 1,280,435 - ---------------------------------------------------- Large-Cap Growth Index 42.11% 7,299 - ---------------------------------------------------- Large-Cap Value Index 30.11% 4,341 - ---------------------------------------------------- Mid-Cap Growth Index 57.93% 13,787 - ---------------------------------------------------- Mid-Cap Value Index 15.56% 1,856 - ---------------------------------------------------- Mid-Cap Blend Index 52.76% 11,224 - ---------------------------------------------------- Small-Cap Growth Index 25.62% 3,453 - ---------------------------------------------------- Small-Cap Value Index 9.77% 1,090 - ---------------------------------------------------- Small-Cap Blend Index 33.18% 4,989 - ----------------------------------------------------
(9) Held for the benefit of customers of TIAA-CREF Individual & Institutional Services, Inc. Eleven of these customers own over 5% of certain classes in certain funds. However, none of these shareholders own over 1% of the fund as a whole. 28 ~~As of October 20, 2003: (1) none of the current trustees or nominees owned as much as 1% of the outstanding voting securities~~ of any class of any ~~of the TIAA-CREF Institutional Mutual Funds; and (2) the current trustees and officers,~~Fund, except as a group, did not own more than 1% of the outstanding voting securities of any class of any of the TIAA-CREF Institutional Mutual Funds. Any person owning more than 25% of each Fund's shares may be considered a "controlling person" of that Fund. A controlling person's vote could have a more significant effect on matters presented to shareholders for approval than the vote of other Fund shareholders. 29 Investment Advisory and Distribution Arrangements Teachers Advisors, Inc. (Teachers Advisors) manages the assets of the Funds. It is a subsidiary of TIAA that is registered as an investment adviser under the Investment Advisers Act of 1940. noted below.
[UPDATE]
Name

Fund and Class

Shares

Percentage
Herbert M. Allison, Jr.                     Large-Cap Value Fund (Retail Class)          95,206.65      2.11%

Distributor
The shares of the Institutional Funds are distributed by ~~Teachers Personal Investors Services, Inc. (TPIS),~~TPIS, a subsidiary of TIAA that is registered as a broker-dealer and is a member of the National Association of Securities Dealers, Inc. The TIAA Board of Overseers, a New York membership corporation, owns all of the stock of TIAA. The address for ~~Teachers Advisors and~~ TPIS is 730 Third Avenue, New York, New York 10017-3206. ~~IV.~~
OTHER MATTERS
Means of Soliciting Proxies
This proxy solicitation will be conducted mainly by mail, telephone, and the Internet, but it may also be by any other method of electronic communication or by personal interview. The Funds ~~bear all their own expenses connected with soliciting proxies; the expenses are included~~have retained D. F. King & Co., Inc. of New York, NY (“DF King”) to assist in the ~~administrative~~solicitation of proxies. The costs of retaining DF King, which are anticipated to be $101,000, and other expenses ~~that are paid for from~~incurred in connection with the ~~Funds' net assets.~~ drafting, printing and mailing of this proxy statement, the solicitation of proxies and the holding of the special meeting, will be borne by the Advisor, and not by any of the Funds.
Proposals of Persons with Voting Rights
As a general matter, Institutional Funds does not hold regular annual or other meetings of shareholders. Any ~~contractowner~~shareholder who wishes to submit proposals to be considered at a special meeting of Institutional Funds’ shareholders should send such proposals to the Funds’ Secretary. Proposals must be received a reasonable amount of time prior to any meeting to be included in the proxy ~~statement~~materials. Moreover, inclusion of such proposals is subject to limitations under the federal securities laws. Persons named as proxies for ~~the Funds' next annual or special~~any
21

subsequent shareholders’ meeting ~~must be received by the Funds within a reasonable period of time prior~~will vote in their discretion with respect to ~~that meeting. Neither Fund has current plans to hold~~proposals submitted on an ~~annual or special meeting in 2004.~~ untimely basis.
Annual Reports
If you would like ~~to see~~a free copy of the Institutional Funds’ most recent semi-annual and annual reports, you can visit the TIAA-CREF ~~Web~~web site at www.tiaa-cref.org or use our on-line request form to ~~order print versions electronically. Or,~~request mailed versions. Alternatively, you can call 1 877 518-9161 or write to us at 730 Third Avenue, New York, New York ~~10017-3206. IMFMF A30716 (11/03)~~ [TIAA CREF LOGO] P.O. BOX 9132 HINGHAM, MA 02043-9132 *** CONTROL NUMBER: 999 999 999 999 99 *** THREE EASY WAYS TO VOTE YOUR PROXY. - -------------------------- -------------------------- -------------------------- To vote by Telephone To vote by Internet To vote by Mail 1) Read the Proxy 1) Read the Proxy 1) Read the Proxy Statement and have this Statement and have this Statement. Proxy card at hand. Proxy card at hand. 2) Check the appropriate 2) Call 1 888 221-0697. 2) Go10017-3206 to Website box on the reverse www.proxyweb.com/ side. 3) Enter the 14-digit TIAA-CREF number below and follow 3) Sign and date the Proxy the simple 3) Enter the 14-digit card. instructions. number below and follow the simple 4) Return the Proxy card instructions. in the envelope provided. - -------------------------- -------------------------- -------------------------- IF YOU VOTE BY TELEPHONE OR INTERNET, DO NOT MAIL YOUR CARD.request copies of these documents.
22

EXHIBIT A
INVESTMENT MANAGEMENT AGREEMENT FOR TIAA-CREF INSTITUTIONAL MUTUAL FUNDS ~~PROXY SOLICITED BY THE BOARD OF TRUSTEES By signing~~
THIS AGREEMENT is made this ~~form, I authorize Stephen A. Ross, E. Laverne Jones,~~[___] day of [__], 2006, by and Stewart P. Greene, 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 December 15, 2003 at 3:15 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 (i) FOR the election of all listed nominees; and (ii) at their discretion on any other matters that may properly come before the special meeting or if a nominee is not available for election. Date _______________________, 2003 ---------------------------------------- ---------------------------------------- Signature (Sign in the Box) When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please indicate your full name and title. TC Inst'l 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, TIAA-CREF'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 12:00 noon (eastern time) on December 15, 2003. 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 FOR WITHHOLD FOR ALL election of ALL Nominees. ALL ALL EXCEPT* 1. (01) Willard T. Carleton (02) Martin J. Gruber |_| |_| |_| (03) Bridget A. Macaskill *(INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark the box "FOR ALL EXCEPT" and write the number(s) of the nominee(s) on the line provided below.) - ------------------------------------------------------- PLEASE SIGN AND DATE ON THE REVERSE SIDE. TC Inst'l JL ~~[TIAA CREF LOGO] Internet Proxy Voting Service Proxy Voting Form~~between TIAA-CREF Institutional Mutual Funds ~~Proxy By submitting~~(the “Trust”), a Delaware statutory trust, and Teachers Advisors, Inc. (the “Advisor”), a Delaware corporation.
WHEREAS, Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and currently consists of several series divided into various classes (listed on Appendix A hereto), and may consist of additional series or classes in the future (collectively, the “Funds”);
WHEREAS, Advisor is engaged principally in the business of rendering investment advisory and management services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”);
WHEREAS, Trust desires to retain Advisor to render investment advisory and management services to the Funds, in the manner and on the terms and conditions set forth in this ~~form online, I authorize Stephen A. Ross, E. Laverne Jones,~~Agreement;
WHEREAS, Advisor is willing to provide investment advisory and ~~Stewart P. Greene, singly~~management services to the Funds in the manner and on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, Trust and Advisor hereby agree as follows:
1.  Appointment.
Trust hereby appoints Advisor to act as the Funds’ investment adviser and manager for the periods and on the terms set forth herein. Advisor hereby accepts the appointment as investment adviser and manager, and agrees, subject to the supervision of the board of trustees of Trust (the “Board”), to furnish the services and assume the obligations set forth in this Agreement for the compensation provided for herein.
2.  Generally.
(a) As the Funds’ investment adviser and manager, Advisor shall be subject to: (1) the restrictions of the Declaration of Trust of Trust, as amended from time to time; (2) the provisions of the 1940 Act and the Advisers Act; (3) the statements relating to the Funds’ investment objectives, investment policies and investment restrictions as set forth in the currently effective (and as amended from time to time) registration statement of Trust under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act; (4) any applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”); and such other limitations as Trust shall communicate to Advisor in writing.
A-1

(b) Advisor shall, for all purposes herein, be deemed to be an independent contractor and shall, unless otherwise expressly provided or ~~together,~~authorized, have no authority to act for or represent Trust or a Fund in any way or otherwise be deemed an agent of Trust or a Fund.
(c) Advisor shall, for purposes of this Agreement, have and exercise full investment discretion and authority to act as agent for the Funds in buying, selling or otherwise disposing of or managing the Funds’ investments, directly or through sub-advisers, subject to supervision by the Board.
3.  Investment Advisory Services
(a) Advisor shall provide the Funds with ~~power~~such investment research, advice and supervision as Advisor may from time to time consider necessary or appropriate for the proper management of ~~substitution~~the assets of each Fund, shall furnish continuously an investment program for each Fund, shall determine which securities or other investments shall be purchased, sold or exchanged and what portions of each Fund shall be held in the various securities or other investments or cash, and shall take such steps as are necessary to implement an overall investment plan for each Fund, including providing or obtaining such services as may be necessary in managing, acquiring or disposing of securities, cash or other investments.
(b) Trust has furnished or will furnish Advisor with copies of Trust’s registration statement and Declaration of Trust, as currently in effect and agrees during the continuance of this Agreement to ~~represent me and cast my vote~~furnish Advisor with copies of any amendments or supplements thereto before or at the ~~TIAA-CREF Institutional Mutual Funds' special meeting~~time the amendments or supplements become effective. Advisor will be entitled to rely on all documents furnished by Trust.
(c) Advisor shall take, on behalf of each Fund, all actions that it deems necessary to implement the investment policies of such Fund, and in particular, to place all orders for the purchase or sale of portfolio investments for the account of each Fund with brokers, dealers, futures commission merchants or banks selected by Advisor. Advisor also is authorized as the agent of Trust to give instructions to any service provider serving as custodian of the Funds as to deliveries of securities and payments of cash for the account of each Fund. In selecting brokers or dealers and placing purchase and sale orders with respect to assets of a Fund, Advisor is directed at all times to seek to obtain best execution within the policy guidelines determined by the Board and set forth in the current registration statement. Subject to this requirement and the provisions of the 1940 Act, the Advisers Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), and other applicable provisions of law, Advisor may select brokers or dealers that are affiliated with Advisor or Trust.
(d) Consistent with Advisor’s obligation to provide best execution, Advisor may also take into consideration research and statistical information, wire, quotation and other services provided by brokers and dealers to Advisor. Advisor is also authorized to effect individual securities transactions at commission rates in excess of the minimum
A-2

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.
(e) As part of carrying out its obligations to manage the investment and reinvestment of the assets of each Fund consistent with the requirements under the 1940 Act, Advisor shall:
(1)  Perform research and obtain and analyze pertinent economic, statistical, and financial data relevant to the investment policies of each Fund as set forth in Trust’s registration statement;
(2)  Consult with the Board and furnish to the Board recommendations with respect to an overall investment strategy for each Fund for review by the Board;
(3)  Seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(4)  Take such steps as are necessary to implement any overall investment strategies approved by the Board for each Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the Fund, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(5)  Regularly report to the Board with respect to the performance of the Funds, the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of each Fund;
(6)  Maintain all required books, accounts, records, memoranda, instructions or authorizations with respect to the investment-related activities of the Funds;
(7)  Furnish any personnel, office space, equipment and other facilities necessary for the investment-related activities of the Funds;
(8)  Provide the Funds with such accounting or other data concerning the Funds’ investment-related activities as shall be necessary or required to
A-3

prepare and to file all periodic financial reports or other documents required to be ~~held~~filed with the Securities and Exchange Commission and any other regulatory entity;
(9)  Assist in determining each business day the net asset value of the shares of each Fund in accordance with applicable law; and
(10)  Enter into any written investment advisory or investment sub-advisory contract with another affiliated or unaffiliated party, subject to any approvals required by Section 15 of the 1940 Act, pursuant to which such party will carry out some or all of Advisor’s responsibilities (as specified in such investment advisory or investment sub-advisory contract) listed above.
4.  General Management Services.
(a) Advisor shall manage or supervise all aspects of the Funds’ operations, including transfer agency, dividend disbursing, legal, accounting, administrative and shareholder services. These services may be provided by Advisor or by third-party service providers, such as custodians, transfer agents and fund administrators. Advisor’s general management services shall include, but not be limited to:
(1)  Supervising the performance of custodians, transfer agents, fund administrators, and other persons in any capacity deemed to be necessary to a Fund’s operations;
(2)  Furnishing or overseeing the furnishing of any personnel, office space, equipment and other facilities necessary for the non-investment-related operations of the Fund;
(3)  Calculating or monitoring the calculation of the net asset value of each Fund at such times and in such manner as specified in Trust’s current registration statement and at such other times upon which the parties hereto may from time to time agree;
(4)  Providing or overseeing the provision of customary accounting and auditing services for registered investment companies and their series, including portfolio accounting, dividend and distribution determinations, and the calculation and preparation of any financial information or schedules, for Trust and the Funds;
(5)  Preparing and filing or supervising the preparation and filing of all federal, state, and local tax returns and reports relating to each Fund;
(6)  Preparing and filing or supervising the preparation and filing of any documents required to be filed on ~~December 15, 2003~~behalf of Trust or the Funds with the Securities Exchange Commission and/or other federal, state and local authorities as may be required by applicable law, including proxy
A-4

materials, registration statements and post-effective amendments thereto, shareholder reports, and Rule 24f-2 notices;
(7)  Preparing and filing or supervising the preparation and filing of notices to qualify the Funds’ shares to be offered in such states;
(8)  Maintaining or overseeing the maintenance of such non-investment activity-related books and records of the Funds as may be required by applicable law;
(9)  Providing or overseeing the organization and recordkeeping for meetings of the Board, including preparing such materials and reports and making its officers and employees available to the Board for consultation and discussions regarding the operations and management of the Funds;
(10)  Developing and implementing or overseeing the development and implementation of a program to monitor Trust’s and the Funds’ compliance with regulatory requirements and the Funds’ own limitations and public statements; and
(11)  Supervising or providing any other services necessary for the ordinary operation of Trust and the Funds.
(b)  Nothing in this Agreement shall be deemed to diminish the obligations of any agent of Trust or other person not a party to this Agreement that is obligated to provide services to the Funds.
5.  Allocation of Charges and Expenses.
(a)  Advisor. Advisor assumes the expense of and shall pay for the performance of its investment-related obligations under Section 3 of the Agreement, including the fees payable to any investment adviser or sub-adviser engaged pursuant to Section 3(e)(10) of this Agreement, and its operational oversight obligations under Section 4 of this Agreement, but Advisor does not assume any of the expense of and shall not pay for any Fund’s direct operational expenses (as detailed in Section 5(b)). Advisor shall at ~~3:15 p.m.~~its own expense provide the office space, equipment and facilities that is necessary to provide the investment-related and operational oversight services described under Sections 3 and 4, respectively, of this Agreement, and shall pay all compensation of officers of Trust and all trustees of Trust who are affiliated persons of Advisor, except as otherwise specified in this Agreement.
(b)  Fund. Except as provided in Section 5(a), each Fund shall bear all of its operational expenses including, but not limited to: compensation of Advisor under this Agreement, custodian fees; transfer agent fees; pricing costs (including the daily calculation of net asset value); fund accounting fees; legal fees; expenses of shareholders’ and/or trustees’ meetings; cost of printing and mailing shareholder reports
A-5

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).
(c)  Allocation Procedures. At least annually, within [60] days of the Trust’s fiscal year end, or more frequently at ~~730 Third Avenue, New York,~~the request of the Board, Advisor will submit to the Board for review and approval at the Board’s next regularly-scheduled meeting, the allocations of all charges and expenses covered by this Section 5 and the methodology and rationale therefore, including all such allocations between the Trust and Advisor and between and among the Funds.
6.  Compensation of Advisor.
(a)  For the services rendered, the facilities furnished and expenses assumed by Advisor, the Fund shall pay to Advisor at the end of each calendar month an annualized fee calculated as a percentage of the average value of the net assets each day for each Fund during that month at the annual rates set forth at Appendix A hereto.
(b)  Advisor’s fee shall be accrued daily proportionately at 1/365th (1/366th for a leap year) of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of each Fund shall be determined in the manner and on the dates set forth in the Declaration of Trust or the current registration statement of Trust and, on days on which the net assets are not so determined, the net asset value computation to be used shall be as determined on the immediately preceding day on which the net assets were determined.
(c)  In the event of termination of this Agreement, all compensation due through the date of termination will be calculated on a pro-rated basis through the date of termination and paid within fifteen business days of the date of termination.
(d)  During any period when the determination of net asset value is suspended, the net asset value of a Fund as of the last business day prior to such suspension shall for this purpose be deemed to be the net asset value at the close of each succeeding business day until it is again determined.
A-6

7.  Limitation of Liability.
(a)  Advisor shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the management of Trust or any Fund, except (i) for willful misfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder, and (ii) to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation.
(b)  Advisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust and agrees that obligations assumed by Trust or each Fund pursuant to this Agreement shall be limited in all cases to Trust or that Fund and its respective assets. Advisor agrees that it shall not seek satisfaction of any such obligation from the shareholders of Trust, nor from the trustees, officers, employees or agents of Trust.
8.  Activities of Advisor.
(a)  The services of Advisor are not deemed to be exclusive, and Advisor is free to render services to others, so long as Advisor’s services under this Agreement are not impaired. It is understood that trustees, officers, employees and shareholders of Trust are or may become interested persons of Advisor, as directors, officers, employees and shareholders or otherwise, and that directors, officers, employees and shareholders of Advisor are or may become similarly interested persons of Trust, and that Advisor may become interested in Trust or the Funds as a shareholder or otherwise.
(b)  It is agreed that Advisor may use any supplemental investment research obtained for the benefit of the Funds in providing investment advice to its other investment advisory accounts. Advisor or its affiliates may use such information in managing their own accounts. Conversely, such supplemental information obtained by the placement of business for Advisor or other entities advised by Advisor will be considered by and may be useful to Advisor in carrying out its obligations to the Funds.
(c)  Nothing in this Agreement shall preclude the aggregation of orders for the sale or purchase of securities or other investments by two or more Funds or by the Funds and other mutual funds, separate accounts, or other accounts (collectively, “Advisory Clients”) managed by Advisor, provided that:
(1)  Advisor’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the Funds, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, “no-action” letters, or otherwise; and
(2)  Advisor’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted and periodically approved by the Board of Trustees.
A-7

(d)  Neither Advisor, nor any of its directors, officers, or personnel, nor any person, firm, or corporation controlling, controlled by, or under common control with it shall act as a principal or receive any commission as agent in connection with the purchase or sale of assets for a Fund, except as may be permitted under applicable law.
9.  Books and Records.
(a)  Advisor hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 and Rule 2a-7 under the 1940 Act, all records that are required to be maintained by Trust pursuant to the requirements of Rule 31a-1 and Rule 2a-7 of the 1940 Act.
(b)  Advisor agrees that all books and records which it maintains for Trust are the property of Trust and further agrees to surrender promptly to Trust any such books, records or information upon Trust’s request. All such books and records shall be made available, within five business days of a written request, to Trust’s accountants or independent registered public accounting firm during regular business hours at Advisor’s offices. Trust or its authorized representative shall have the right to copy any records in the possession of Advisor that pertain to Trust or the Funds. Such books, records, information or reports shall be made available to properly authorized government representatives consistent with state and federal law and/or regulations. In the event of the termination of this Agreement, all such books, records or other information shall be returned to Trust free from any claim or assertion of rights by Advisor.
(c)  Advisor further agrees that it will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as authorized in this Agreement and that it will keep confidential any information obtained pursuant to this Agreement and disclose such information only if Trust has authorized such disclosure, or if such disclosure is required by federal or state regulatory authorities.
10.  Duration and Termination of this Agreement.
(a)  This Agreement shall not become effective with respect to a Fund unless and until it is approved by the Board, including a majority of trustees who are not parties to this Agreement or interested persons of any such party, and by the vote of a majority of the outstanding voting shares of such Fund. This Agreement shall come into full force and effect on the date that it is so approved, provided that it shall not become effective as to any subsequently created Fund until it has been approved by the Board specifically for such Fund. As to each Fund, the Agreement shall continue in effect for two years from the date on which it becomes effective and shall thereafter continue in effect from year to year so long as such continuance is specifically approved for such Fund at least annually by: (i) the Board, or by the vote of a majority of the outstanding voting shares of such Fund; and (ii) a majority of those trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.
A-8

(b)  This Agreement may be terminated at any time as to any Fund or to all Funds, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting shares of the applicable Fund, or by Advisor, on 60 days’ written notice to the other party. If this Agreement is terminated only with respect to one or more, but less than all, of the Funds, or if a different investment adviser is appointed with respect to a new Fund, the Agreement shall remain in effect with respect to the remaining Fund(s).
(c)  This Agreement shall automatically terminate in the event of its assignment.
11.  Amendments of this Agreement. This Agreement may be amended as to each Fund only in accordance with the provisions of the 1940 Act.
12.  Definitions of Certain Terms. The terms “assignment,” “affiliated person,” “interested person,” and “majority of the outstanding voting shares” when used in this Agreement, shall have the respective meanings specified in the 1940 Act.
13.  Governing Law. This Agreement shall be construed in accordance with laws of the State of New York, and applicable provisions of the 1940 Act, the Advisers Act, and the 1934 Act.
14.  Severability. If any ~~adjournment~~provision of this Agreement shall be held or ~~postponement thereof. They will vote~~made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
15.  Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall be deemed one instrument.
16.  Notices. All notices and other communications provided for hereunder shall be in writing and shall be delivered by hand or mailed first class, postage prepaid, addressed as ~~I instruct.~~ follows:
(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

A-9

or to such other address as Trust or Advisor shall designate by written notice to the other.
17.  Miscellaneous. Captions in this Agreement are included for convenience or reference only and in no ~~directions are given,~~way define or limit any of the provisions hereof or otherwise affect their construction or effect.
A-10

IN WITNESS WHEREOF, Trust and Advisor have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers on the day and year first above written.
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
By: Attest:
Title:Title:
TEACHERS ADVISORS, INC.
By: Attest:
Title:Title:
A-11

APPENDIX A
International Equity Fund
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 %

Growth & Income Fund
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 Growth Fund
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 %

High-Yield Bond Fund
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 Fund
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 Growth Index Fund
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 %

Social Choice Equity Fund
Assets Under
Management (Billions)
Fee Rate
(average daily
net assets)
All Assets 0.15 %

Managed Allocation Fund
Assets Under
Management (Billions)
Fee Rate
(average daily
net assets)
All Assets 0.00 %

Money Market Fund
Assets Under
Management (Billions)
Fee Rate
(average daily
net assets)
All Assets 0.10 %

Lifecycle Fund — 2010 Fund
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 %

A-12

EXHIBIT B
Information Regarding Directors and Principal Officer
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.

B-1

EXHIBIT C
Information on Comparable Funds Advised by the Advisor
Name of Fund

Net Assets¹

Rate of
Compensation^{2 3}

Waivers or
Reimbursements
TIAA-CREF Life Funds
Growth & Income Fund                  $ 46,687,734              0.23 %             None
TIAA-CREF Life Funds
International Equity Fund                  $ 54,356,079              0.29 %             None
TIAA-CREF Life Funds
Large-Cap Value Fund                  $ 44,669,334              0.24 %             None
TIAA-CREF Life Funds
Small-Cap Equity Fund                  $ 45,514,066              0.10 %             None
TIAA-CREF Life Funds Real
Estate Securities Fund                  $ 64,171,802              0.25 %             None
TIAA-CREF Life Funds
Stock Index Fund                  $ 142,898,809              0.06 %             None
TIAA-CREF Life Funds
Social Choice Equity Fund                  $ 27,829,820              0.07 %             None
TIAA-CREF Life Funds Bond Fund                  $ 62,120,852              0.10 %             None
TIAA-CREF Life Funds
Money Market Fund                  $ 31,359,347              0.06 %             None
TIAA-CREF Mutual Funds
International Equity Fund                  $ 357,215,755              0.49 %             None
TIAA-CREF Mutual Funds
Growth & Income Fund                  $ 512,843,301              0.43 %             None
TIAA-CREF Mutual Funds
Social Choice Equity Fund                  $ 131,929,828              0.27 %             None
TIAA-CREF Mutual Funds
Equity Index Fund                  $ 350,281,375              0.26 %             None
TIAA-CREF Mutual Funds
Money Market Fund                  $ 601,850,550              0.29 %             None
TIAA-CREF Mutual Funds
Bond Plus Fund                  $ 475,639,913              0.30 %             None
TIAA Separate Account VA-1                  $ 895,287,922              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.

C-1

EXHIBIT D
Advisor’s Caps on “Other Expenses” for Retirement 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 %        —

Advisor’s Caps on “Total Expenses” for Retail Class Shares
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 %

D-1

EXHIBIT E
Service Agreement Payments
(for the 12 months ended September 30, 2005)
[TO BE UPDATED]
Fund/Class
Current Fees
Pro Forma Fees¹
% Decrease
International Equity Fund — Institutional Class
International Equity Fund — Retirement Class
Large-Cap Value Fund — Institutional Class
Large-Cap Value Fund — Retirement Class
Large-Cap Value Fund — Retail Class
Small-Cap Equity Fund — Institutional Class
Small-Cap Equity Fund — Retirement Class
Small-Cap Equity Fund — Retail Class
Social Choice Equity Fund — Institutional Class
Social Choice Equity Fund — Retirement Class
Real Estate Securities Fund — Institutional Class
Real Estate Securities Fund — Retirement Class
Real Estate Securities Fund — Retail Class
Bond Fund — Institutional Class
Inflation-Linked Bond Fund — Institutional Class
Inflation-Linked Bond Fund — Retail Class
Money Market Fund — Institutional Class

¹
Since a new Retirement Class Service Agreement would replace the current Service Agreement if the new investment management arrangements are approved, this column reflects pro forma payments by the Retirement Class only, since the Institutional Class and Retail Class would no longer be subject to a Service Agreement.

²
No service agreement payments would be made on a pro forma basis for these Funds because these Funds do not currently offer Retirement Class shares.

E-1

EXHIBIT F
The Trustees considered the following specific factors (among others) during their determination to approve the new investment management agreement for each Fund listed below. Note that for purposes of this discussion, if a Fund is in the ~~instructions are contradictory,~~“first” quintile, it is in the ~~proxies will vote (i) FOR~~best of five groups (i.e., the ~~election~~group has the best performance, or the lowest expenses, as the case may be).
Large-Cap Value Fund
•     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.

Small-Cap Equity Fund
•     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.

F-1

Social Choice Equity Fund
•     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.

Real Estate Securities Fund
•     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.

F-2

International Equity Fund
•     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.

Inflation-Linked Bond Fund
•     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.

F-3

Bond Fund
•     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.

Money Market Fund
•     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.

F-4

EXHIBIT G
Principal Holders of Fund Shares
The following is a list of all ~~listed nominees; and (ii) at their discretion on~~shareholders known by Institutional Funds to own of record or beneficially 5% or more of any other matters that may properly come before the special meeting or if a nominee is not available for election. To review the election materials please click Proxy Statement Proposal I. The Boardclass of Trustees Recommends a Vote FOR the election of ALL Nominees. [o] FOR all nominees [o] WITHHOLD ALL [o] FOR all nominees (Except as indicated) (01) [_] Willard T. Carleton (02) [_] Martin J. Gruber (03) [_] Bridget A. Macaskill - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- To receive an optional email confirmation, enter your email address here: ___________ [___________] Press this button to [Submit] your Proxy Vote. (C) 2000, 2001 ADP Financial Information Services, Inc. The MIS logo is a service mark of Automatic Data Processing, Inc. The ADP logo is a registered trademark of ADP of North America, Inc. Terms and Conditions. Privacy Statement. MANAGEMENT INFORMATION SERVICES TOUCH TONE VOTING SCRIPT DIRECTOR PROPOSAL ONLY (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 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 11/12/2003 OPTION 2: VOTING OTHERWISE If shareholder elects to vote the proposal separately, he/she will hear: - -------------------------------------------------------------------------------- "Proposal 1: To vote FOR all nominees, press 1. To WITHHOLD from all nominees, press 9. To WITHHOLD from an individual nominee, press 0. Make your selection now." - -------------------------------------------------------------------------------- If the shareholder votes FOR all nominees or WITHHOLDS from all nominees, the script moves to Proposal 2. If the shareholder elects to withhold from a specific nominee, he/she will hear: - -------------------------------------------------------------------------------- "Enter the two-digit number that appears in frontany of the nominee's name you DO NOT wish to vote for." - -------------------------------------------------------------------------------- And then, - -------------------------------------------------------------------------------- "Press 1 to withhold from another nominee or Press 0 if you have completed voting on nominees." - -------------------------------------------------------------------------------- When the shareholder has finished voting on Proposal 1, he/she will hear: - -------------------------------------------------------------------------------- "Your vote has been castFunds, 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 11/12/2003

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Fund	Retail Class	Institutional Class	Retirement Class
International Equity Fund	—	54,105,522.16	16,342,901.94
Large-Cap Value Fund	12,547,012.12	14,544,078.16	10,106,655.68
Small-Cap Equity Fund	4,502,858.92	7,258,791.26	10,256,090.72
Real Estate Securities Fund	10,332,969.24	15,817,406.47	8,787,899.09
Social Choice Equity Fund	—	9,600,840.56	4,447,029.03
Bond Fund	—	130,949,369.43	—
Inflation-Linked Bond Fund	6,326,951.48	27,172,970.32	—
Money Market Fund	—	183,390,244.53	—

FUND		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%

FUND	CURRENT FEES		PRO FORMA FEES
INTERNATIONAL EQUITY FUND	$	519,437	$	2,885,761	455.6	%
LARGE-CAP VALUE FUND	$	167,917	$	944,533	462.5	%
SMALL-CAP EQUITY FUND	$	167,424	$	1,004,544	500.0	%
SOCIAL CHOICE EQUITY FUND	$	40,941	$	153,529	275.0	%
REAL ESTATE SECURITIES FUND	$	273,632	$	1,520,178	455.6	%
BOND FUND	$	757,785	$	2,841,694	275.0	%
INFLATION-LINKED BOND FUND	$	385,466	$	1,284,887	233.3	%
MONEY MARKET FUND	$	69,776	$	174,440	150.0	%

Fund
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	%


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	%

Name				Fund and Class				Shares				Percentage
Herbert M. Allison, Jr.					Large-Cap Value Fund (Retail Class)			95,206.65				2.11%

Assets Under Management (Billions)
$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	%

Assets Under Management (Billions)
$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	%

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
TIAA-CREF Life Funds Growth & Income Fund	$	46,687,734	0.23	%	None
TIAA-CREF Life Funds International Equity Fund	$	54,356,079	0.29	%	None
TIAA-CREF Life Funds Large-Cap Value Fund	$	44,669,334	0.24	%	None
TIAA-CREF Life Funds Small-Cap Equity Fund	$	45,514,066	0.10	%	None
TIAA-CREF Life Funds Real Estate Securities Fund	$	64,171,802	0.25	%	None
TIAA-CREF Life Funds Stock Index Fund	$	142,898,809	0.06	%	None
TIAA-CREF Life Funds Social Choice Equity Fund	$	27,829,820	0.07	%	None
TIAA-CREF Life Funds Bond Fund	$	62,120,852	0.10	%	None
TIAA-CREF Life Funds Money Market Fund	$	31,359,347	0.06	%	None
TIAA-CREF Mutual Funds International Equity Fund	$	357,215,755	0.49	%	None
TIAA-CREF Mutual Funds Growth & Income Fund	$	512,843,301	0.43	%	None
TIAA-CREF Mutual Funds Social Choice Equity Fund	$	131,929,828	0.27	%	None
TIAA-CREF Mutual Funds Equity Index Fund	$	350,281,375	0.26	%	None
TIAA-CREF Mutual Funds Money Market Fund	$	601,850,550	0.29	%	None
TIAA-CREF Mutual Funds Bond Plus Fund	$	475,639,913	0.30	%	None
TIAA Separate Account VA-1	$	895,287,922	0.30	%	Waived down to 0.07%

	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	%	—

Fund/Class								Current Fees				Pro Forma Fees¹				% Decrease
International Equity Fund				— Institutional Class
International Equity Fund				— Retirement Class
Large-Cap Value Fund				— Institutional Class
Large-Cap Value Fund				— Retirement Class
Large-Cap Value Fund				— Retail Class
Small-Cap Equity Fund				— Institutional Class
Small-Cap Equity Fund				— Retirement Class
Small-Cap Equity Fund				— Retail Class
Social Choice Equity Fund				— Institutional Class
Social Choice Equity Fund				— Retirement Class
Real Estate Securities Fund				— Institutional Class
Real Estate Securities Fund				— Retirement Class
Real Estate Securities Fund				— Retail Class
Bond Fund				— Institutional Class
Inflation-Linked Bond Fund				— Institutional Class
Inflation-Linked Bond Fund				— Retail Class
Money Market Fund				— Institutional Class

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549

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