SCHEDULE 14A
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 pursuantto Exchange Act Rule 0-11 (set forth the
amount on which the filing fee iscalculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
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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 Rule0-11(a)(2) and identify the filing for which
the offsetting fee was paidpreviously. Identify the previous filing by registration statement number,or the form or
schedule and the date of its filing.
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1) Amount previously paid:
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4) Date Filed:
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS | |||
730 Third Avenue New York, New York 10017-3206 |
145810-2
Page 1This notice is being given to the shareholders of 2
Dear Shareholder:
On January X, 2006, the TIAA-CREF Institutional Mutual Funds (the “Funds”).
The Funds will hold a special meeting of shareholders on September 17, 2007, at 12 noon (Eastern Time) at the shareholdersFunds’ offices at 8500 Andrew Carnegie Boulevard, Charlotte, North Carolina. The board 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 approvaltrustees of the proposed agreement is vital toFunds has set 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.
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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 TrusteesTIAA-CREF Institutional Mutual Funds
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TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
Special Shareholder Meeting • January X, 2006
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:
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:
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:
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:
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.
To |
2. | To address any other business that may properly come before the |
By order of the Board of Trustees, | |
E. Laverne Jones | |
Secretary |
The board of Shareholdersto be held on January, 2006
1. |
2. | To address any other business that may properly come before the |
You can vote in any one of four ways:
(1) | By marking, signing, and mailing the enclosed proxy card in the |
(2) | By logging |
(3) | By |
(4) | By voting in person at the special meeting. |
Who May Vote; How Many Votes Do I Get?
Fund | Retail Class | Institutional Class | Retirement Class | Fund Total | |||
Growth Equity | 0.000 | 33,495,637.144 | 0.000 | 33,495,637.144 | |||
Growth & Income | 51,041,804.010 | 9,403,404.671 | 15,792,804.776 | 76,238,013.457 | |||
International Equity | 46,607,186.689 | 51,395,236.491 | 77,756,798.313 | 175,759,221.493 | |||
Large-Cap Growth | 36,513,371.014 | 14,286,014.214 | 882,464.004 | 51,681,849.232 | |||
Large-Cap Value | 7,113,638.468 | 25,538,833.596 | 28,223,127.577 | 60,875,599.641 | |||
Mid-Cap Growth | 4,047,680.468 | 2,475,337.756 | 13,439,544.493 | 19,962,562.717 | |||
Mid-Cap Value | 10,145,960.213 | 2,725,265.214 | 30,278,101.226 | 43,149,326.653 | |||
Small-Cap Equity | 4,682,913.057 | 10,737,810.035 | 17,331,511.089 | 32,752,234.181 | |||
Large-Cap Growth Index | 0.000 | 19,494,754.946 | 5,608,564.606 | 25,103,319.552 | |||
Large-Cap Value Index | 0.000 | 20,948,055.088 | 5,730,109.818 | 26,678,164.906 | |||
Equity Index | 37,944,227.409 | 72,437,763.630 | 697,658.129 | 111,079,649.168 | |||
S&P 500 Index | 0.000 | 53,316,442.654 | 12,844,275.909 | 66,160,718.563 | |||
Mid-Cap Growth Index | 0.000 | 2,956,389.181 | 1,481,297.059 | 4,437,686.240 | |||
Mid-Cap Value Index | 0.000 | 6,741,695.661 | 3,520,159.870 | 10,261,855.531 | |||
Mid-Cap Blend Index | 0.000 | 5,679,673.272 | 4,284,868.023 | 9,964,541.295 | |||
Small-Cap Growth Index | 0.000 | 6,354,912.762 | 1,862,446.390 | 8,217,359.152 | |||
Small-Cap Value Index | 0.000 | 6,953,085.380 | 3,801,384.492 | 10,754,469.872 | |||
Small-Cap Blend Index | 0.000 | 10,792,849.246 | 3,218,098.492 | 14,010,947.738 | |||
International Equity Index | 0.000 | 20,736,914.436 | 11,601,913.477 | 32,338,827.913 | |||
Social Choice Equity | 15,103,241.177 | 14,042,669.767 | 10,468,704.591 | 39,614,615.535 | |||
Real Estate Securities | 12,523,219.415 | 17,024,269.398 | 13,437,991.636 | 42,985,480.449 | |||
Managed Allocation II | 56,320,218.404 | 427,168.102 | 1,252,473.588 | 57,999,860.094 | |||
Bond | 520,494.885 | 158,039,101.157 | 634,131.344 | 159,193,727.386 | |||
Bond Plus II | 26,543,128.792 | 28,613,127.681 | 791,955.618 | 55,948,212.091 | |||
Short-Term Bond II | 9,876,407.504 | 15,714,194.496 | 1,037,120.282 | 26,627,722.282 | |||
High-Yield II | 14,469,446.153 | 21,921,610.951 | 1,394,636.508 | 37,785,693.612 | |||
Tax-Exempt Bond II | 17,753,548.057 | 7,524,221.771 | 0.000 | 25,277,769.828 | |||
Inflation-Linked Bond | 5,538,647.800 | 42,328,761.764 | 1,402,724.416 | 49,270,133.980 | |||
Money Market | 1,006,245,072.127 | 223,017,043.416 | 84,038,442.180 | 1,313,300,557.723 | |||
Lifecycle 2010 Fund | 0.000 | 154,867.423 | 18,942,056.389 | 19,096,923.812 | |||
Lifecycle 2015 Fund | 0.000 | 164,947.677 | 14,314,905.438 | 14,479,853.115 | |||
Lifecycle 2020 Fund | 0.000 | 76,453.704 | 12,689,748.062 | 12,766,201.766 | |||
Lifecycle 2025 Fund | 0.000 | 136,159.483 | 10,074,512.647 | 10,210,672.130 | |||
Lifecycle 2030 Fund | 0.000 | 92,223.374 | 8,700,077.182 | 8,792,300.556 | |||
Lifecycle 2035 Fund | 0.000 | 73,306.189 | 6,575,495.168 | 6,648,801.357 | |||
Lifecycle 2040 Fund | 0.000 | 122,407.987 | 8,686,193.270 | 8,808,601.257 | |||
1,362,990,205.642 | 905,942,609.717 | 432,796,296.062 | 2,701,729,111.421 |
The number of votes you have is equal to the dollar value of your accumulation in each of the Funds as of Octoberon July 31, 2005 (the “Record Date”)2007. We will be eligible to vote at the meeting (or any adjournments thereof). Each outstanding full share of a Fund is entitled to one vote and each outstandingcount 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 Fund on the Record Date. All shareholders of record on the Record Date are entitled to vote.
Fund | | Retail Class | | Institutional Class | | Retirement Class | ||||||||
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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 | — |
Each Trustee will be elected if he or she receives more “for” votes than “against” as to him/her.
I. ELECTION OF TRUSTEES
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.
At this meeting, you are being asked to elect to the Board eight current members (including Mr. Berkley and Drs. Poterba and Starks who were previously appointed as Trustees by the Board) and one new nominee (Ms. Eckl). Information about each of these nominees is set forth below. It is intended that the enclosed proxy will havebe voted FOR the effectelection of a vote against this proposal.
Each of the nominees has consented to serve if elected. If any nominee is unavailable to serve when the meeting is held, the proxy agents may cast your proxyvotes for a substitute chosen by mail, Internetthe Board.
In addition to the information listed, each of the nominees either currently serves or telephone now!
Forrest Berkley, 53, was a partner from 1990 to 2005 and Head of Global Product Management from 2003 to 2005 of GMO (formerly, Grantham, Mayo, Van Otterloo & Co.), an investment management firm, and a member of its asset allocation portfolio management team from 2003 to 2005. He is a member and former Chairman of the Investment Committee of the Maine Community Foundation, a director and member of the Investment Committee of the Maine Coast Heritage Trust and the Boston Athenaeum, a director of the Appalachian Mountain Club, and a member of the Investment Committee of the Gulf of Maine Research Institute. He is also a member of the Investment Committee of the Carnegie Endowment for International Peace. Mr. Berkley received a B.A. from Yale University and an M.B.A. and a law degree from Harvard University. He has served as a Funds’ Trustee since 2006. | ||
Nancy A. Eckl, 44, was Vice President of American Beacon Advisors, Inc., an investment management firm, and of the American Beacon Funds (open-end mutual funds) from 1990 to 2006. Ms. Eckl also served as Vice President of certain other funds advised by American Beacon Advisors. Ms. Eckl is an independent director of The Lazard Funds, Inc. and Lazard Retirement Series, Inc. (both open-end mutual funds), Lazard Global Total Return and Income Fund, Inc. and Lazard World Dividend and Income Fund, Inc. (both New York Stock Exchange listed closed-end funds), and an independent member of the board of managers of Lazard Alternative Strategies Fund, L.L.C. (a closed-end investment company). Ms. Eckl has a B.B.A. in Accounting from the University of Notre Dame and is a Certified Public Accountant in the State of Texas. Ms. Eckl is a first-time nominee to the Board. |
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INFORMATION CONCERNING NOMINEEScontinued
Eugene Flood, Jr., 51, has been President, Chief Executive Officer (since 2000) and a Director of Smith Breeden Associates, Inc. an investment adviser, since 1994. Prior to joining Smith Breeden as President and Chief Executive Officer in 2000, he was a Portfolio Manager at Morgan Stanley Asset Management. Dr. Flood serves on the Visiting Committee for the Economics Department and the Dean’s Advisory Committee of the Massachusetts Institute of Technology’s Sloan School of Management, the Board of Visitors of the Fuqua School of Business of Duke University, Board of Visitors of the University of North Carolina at Chapel Hill and the Board of Directors of the Society of Quantitative Analysts. In addition, Dr. Flood has worked as a consultant for a variety of private sector companies and government agencies. Dr. Flood has a B.A. in Economics from Harvard University and a Ph.D. in Economics from the Massachusetts Institute of Technology. Dr. Flood has served as a Funds’ Trustee since 2005. | ||
Howell E. Jackson, 53, has been on the faculty of the Harvard Law School since 1989, and has been James S. Reid, Jr. Professor of Law since 2004 and served as Vice Dean for Budget from 2003 to 2006. Professor Jackson has a B.A. from Brown University and a joint J.D./M.B.A. from Harvard University. Professor Jackson has served as a Funds’ Trustee since 2005. | ||
Nancy L. Jacob, 64, is President and Founder (since October 2006) of NLJ Advisors Inc., an investment adviser. She was President and Managing Principal of Windermere Investment Associates from 1997 to June 2006. She was previously Chairman and Chief Executive Officer of CTC Consulting, Inc. (1994-1997), and Executive Vice President, U.S. Trust of the Pacific Northwest (1993-1996). She is Director and Chairman of the Investment Committee of the Okabena Company, a financial services firm. Dr. Jacob received a B.A. from the University of Washington and a Ph.D. from the University of California, Irvine. Dr. Jacob has served as a Funds’ Trustee since 1999. |
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INFORMATION CONCERNING NOMINEEScontinued
James M. Poterba, 49, is the Mitsui Professor of Economics (since 1996) and the | ||
Maceo K. Sloan, 57, has been the Chairman, President and Chief Executive Officer of Sloan Financial Group, Inc. since 1991; Chairman, Chief Executive Officer and Chief Investment Officer of NCM Capital Management Group, Inc., since 1991; and Chairman and CEO, NCM Capital Advisers Inc. since 2003. 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. Mr. Sloan has served as a Funds’ Trustee since 2001. |
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INFORMATION CONCERNING NOMINEEScontinued
Laura T. Starks, 57, has been Chairman of the Department of Finance, the Charles E. and Sarah M. Seay Regents Chair of Finance, and Director of the AIM Investment Center in the McCombs School of Business since 2000 at the University of Texas at Austin where she has taught since 1987. She was previously the Associate Dean for Research, the Associate Director for Research for the Center for International Business Education and Research, and the Director of the Bureau of Business Research at the University of Texas at Austin. She has served on the |
The following tables include certain information about the Funds’ current Trustees, nominees and executive officers, including positions currently held with the Funds, 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 nominees and the second table includes information about the Funds’ officers. There are currently no interested Trustees serving on the Board.
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DISINTERESTED TRUSTEES AND NOMINEES
Number of | ||||||||||
Portfolios in | ||||||||||
Position(s) | Term of Office | Principal | Fund Complex�� | |||||||
Held with | and Length of | Occupation(s) | Overseen by | Other Directorships | ||||||
Name, Address and Age | the Funds | Time Served | During Past 5 Years | Trustee | Held by Trustees | |||||
Forrest Berkley c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 Date of Birth (“DOB”): April 1954 | Trustee | Indefinite term. Trustee since 2006. | Retired. Partner (1990 – 2005) and Head of Global Product Management (2003 – 2005), GMO (formerly, Grantham, Mayo, Van Otterloo & Co.) (investment management); and member of asset allocation portfolio management team, GMO (2003 – 2005). | 55 | Director and member of the Investment Committee, the Maine Coast Heritage Trust and the Boston Athenaeum; and Director, Appalachian Mountain Club. | |||||
Nancy A. Eckl c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: October 1962 | Nominee | N/A | Former Vice President (1990 – 2006), American Beacon Advisors, Inc. and Vice President of certain funds advised by American Beacon Advisors, Inc. | 55 | Director, The Lazard Funds Inc., Lazard Retirement Series, Inc., Lazard Global Total Return and Income Fund, Inc., Lazard World Dividend and Income Fund, Inc., and Member of the Board of Managers, Lazard Alternative Strategies Fund, L.L.C. | |||||
Eugene Flood, Jr. c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: October 1955 | Trustee | Indefinite term. Trustee since 2005. | President and Chief Executive Officer (since 2000) and a Director (since 1994) of Smith Breeden Associates, Inc. (investment adviser). | 55 | None | |||||
Howell E. Jackson c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: January 1954 | Trustee | Indefinite term. Trustee since 2005. | James S. Reid, Jr. Professor of Law (since 2004), and Vice Dean for Budget (2003 – 2006) and on the faculty (since 1989) of Harvard Law School. | 55 | None |
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DISINTERESTED TRUSTEES AND NOMINEEScontinued
Number of | ||||||||||
Portfolios in | ||||||||||
Position(s) | Term of Office | Principal | Fund Complex | |||||||
Held with | and Length of | Occupation(s) | Overseen by | Other Directorships | ||||||
Name, Address and Age | the Funds | Time Served | During Past 5 Years | Trustee | Held by Trustees | |||||
Nancy L. Jacob c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: January 1943 | Chairman of the Board, Trustee | Indefinite term. Trustee since 1999. | President and Founder (since October 2006) of NLJ Advisors, Inc. (investment adviser). Formerly, President and Managing Principal, Windermere Investment Associates (1997 – 6/2006). | 55 | Director and Chairman of the Investment Committee of the Okabena Company (financial services). | |||||
Bridget A. Macaskill c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: August 1948 | Trustee | Indefinite term. Trustee since 2003. | Principal and Founder, BAM Consulting, LLC (financial services consulting), Independent Consultant for Merrill Lynch (since 2003). Formerly Chairman, Oppenheimer Funds, Inc. (2000 – 2001); Chief Executive Officer (1995 – 2001); President (1991– 2000); and Chief Operating Officer of that firm. | 55 | Director, Prudential plc, Scottish & Newcastle plc (brewer), Federal National Mortgage Association (Fannie Mae), International Advisory Board and British-American Business Council. | |||||
James M. Poterba c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: July 1958 | Trustee | Indefinite term. Trustee since 2006. | Head (since 2006) and Associate Head (1994 – 2000 and 2001 – 2006), Economics Department, Massachusetts Institute of Technology (MIT), Mitsui Professor of Economics, MIT (since 1996); Program Director, National Bureau of Economic Research (since 1991). | 55 | The Jeffrey Company and Jeflion Company (unregistered investment companies). |
10
DISINTERESTED TRUSTEES AND NOMINEEScontinued
Number of | ||||||||||
Portfolios in | ||||||||||
Position(s) | Term of Office | Principal | Fund Complex | |||||||
Held with | and Length of | Occupation(s) | Overseen by | Other Directorships | ||||||
Name, Address and Age | the Funds | Time Served | During Past 5 Years | Trustee | Held by Trustees | |||||
Maceo K. Sloan c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: October 1949 | Trustee | Indefinite term. Trustee since 2001. | Chairman, President and Chief Executive Officer, Sloan Financial Group, Inc. (since 1991); Chairman, CEO and CIO, NCM Capital Management Group, Inc. (since 1991); and Chairman and CEO, NCM Capital Advisers Inc. (since 2003). | 55 | Director, SCANA Corporation (energy holding company) and M&F Bancorp, Inc. | |||||
Laura T. Starks c/o Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: February 1950 | Trustee | Indefinite term. Trustee since 2006. | Chairman, Department of Finance, the Charles E. and Sarah M. Seay Regents Chair in Finance (since 2002), and Director, AIM Investment Center, McCombs School of Business, University of Texas at Austin (since 2000); Professor, University of Texas at Austin (since 1987); and Fellow, Financial Management Association (since 2002). Formerly, Associate Dean for Research (2001 – 2002); and Associate Director for Research, the Center for International Business Education and Research, University of Texas at Austin (2002 – 2003) and Director of the Bureau of Business Research, University of Texas at Austin (2001 – 2002). | 55 | None |
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OFFICERS
Position(s) | Term of Office | |||||
Held with | and Length of | |||||
Name, Address and Age | the Funds | Time Served | Principal Occupation(s) During Past 5 Years | |||
Scott C. Evans TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: May 1959 | President and Principal Executive Officer | One-year term. President and Principal Executive Officer since February 2007. | Principal Executive Officer and President of TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life Funds (collectively, the “TIAA-CREF Mutual Funds”) (since 2007). Executive Vice President (since 1999) and Head of Asset Management (since 2006) of TIAA CREF and TIAA Separate Account VA-1. Director of TPIS (since 2006)and Advisors (since 2004). President and Chief Executive Officer of Investment Management and Advisors, and Manager of Investment Mangement (since 2004). Formerly, Executive Vice President and Head of Asset Management of the TIAA-CREF Mutual Funds (2006-2007); Manager of TIAA Realty Capital Management, LLC (2004-2006); and Chief Investment Officer of TIAA (2004-2006) and the TIAA-CREF Funds Complex (2003-2005). | |||
Philip G. Goff TIAA-CREF |730 Third Avenue New York, NY 10017-3206 DOB: November 1963 | Principal Financial Officer, Principal Accounting Officer and Treasurer | One-year term. Principal Financial Officer, Principal Accounting Officer and Treasurer since February 2007. | Principal Financial Officer, Principal Accounting Officer and Treasurer of the TIAA-CREF Mutual Funds (since 2007). Formerly, Chief Financial Officer, Van Kampen Funds (2005-2006); and Vice President and Chief Financial Officer, Enterprise Capital Management and the Enterprise Group of Funds (1995-2005). | |||
I. Steven Goldstein TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: September 1952 | Executive Vice President | One-year term. Executive Vice President since 2003. | Executive Vice President, Public Affairs, of TIAA and the TIAA-CREF Fund Complex (since 2003). Formerly,Director, TIAA-CREF Life (2003 – 2006); Adviser 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 TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: March 1949 | Vice President and Corporate Secretary | One-year term. Vice President and Corporate Secretary since 1998. | Vice President and Corporate Secretary of TIAA and CREF (since 1998) and of the other funds in the TIAA-CREF Fund Complex (since 2001). |
12
OFFICERScontinued
Position(s) | Term of Office | |||||
Held with | and Length of | |||||
Name, Address and Age | the Funds | Time Served | Principal Occupation(s) During Past 5 Years | |||
George W. Madison TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: October 1953 | Executive Vice President and General Counsel | One-year term. Executive Vice President and General Counsel since 2003. | Executive Vice President and General Counsel of TIAA and the TIAA-CREF Fund Complex (since 2003). Formerly, Executive Vice President, Corporate Secretary, and General Counsel of Comerica Incorporated (1997 – 2003). | |||
Erwin W. Martens TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: March 1956 | Executive Vice President | One-year term. Executive Vice President since 2003. | Executive Vice President, Risk Management of TIAA and the TIAA-CREF Fund Complex (since 2003). Director of Advisors, TPIS, and Manager of Investment Management. Formerly, Managing Director and Chief Risk Officer, Putnam Investments (1999 – 2003); and Head and Deputy Head of Global Market Risk Management Putnam Investments (1997 – 1999). | |||
Dermot J. O’Brien TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: March 1966 | Executive Vice President | One-year term. Executive Vice President since 2003. | Executive Vice President, Human Resources, of TIAA and the TIAA-CREF Fund Complex (since 2003). Formerly Director, TIAA-CREF Life (2003 – 2006); First Vice President and Head of Human Resources, International Private Client Division, Merrill Lynch & Co. (1999 – 2003); and Vice President and Head of Human Resources, Japan Morgan Stanley (1998 – 1999). | |||
Eric C. Oppenheim TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: July 1948 | Vice President and Acting Chief Compliance Officer | One-year term. Vice President and Acting Chief Compliance Officer since 2005. | Vice President and Acting Chief Compliance Officer of the TIAA-CREF Fund Complex (since 2005). Vice President of Investment Management and Advisors (since 2006). Formerly, Acting Chief Compliance Officer of Tuition Financing and Chief Compliance Officer, Advisors and Services (2005 – 2006), Vice President and Compliance Officer of TIAA (2004 – 2005); First Vice President and Manager of Compliance and Centralized Trust Functions, Private Banking Division Comerica Incorporated (2001 – 2004); and Manager of Compliance and Regulatory Affairs, Investment Bank Division, Comerica Incorporated (1993 – 2001). |
13
OFFICERScontinued
Position(s) | Term of Office | |||||
Held with | and Length of | |||||
Name, Address and Age | the Funds | Time Served | Principal Occupation(s) During Past 5 Years | |||
Bertram L. Scott TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: March 1951 | Executive Vice President | One-year term. Executive Vice President since 2001. | Executive Vice President, Strategy Implementation and Policy of TIAA and the TIAA-CREF Fund Complex (since 2006). Director and President of TIAA-CREF Enterprises, Inc. (since 2000). Formerly, Executive Vice President, Product Management of TIAA and TIAA- CREF Fund Complex (2000 – 2005); and President and Chief Executive Officer, Horizon Mercy (1996 – 2000). | |||
Edward D. Van Dolsen TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: April 1958 | Executive Vice President | One-year term. Executive Vice President since 2006. | Executive Vice President, Institutional Client Services (since 2006). Director of Tuition Financing and Manager of Services. Formerly Senior Vice President, Pension Products (2003 – 2006), Vice President, Support Services (1998 – 2003), of TIAA and the TIAA-CREF Fund Complex. |
14
Trustee Equity Ownership
The following table includes information relating to equity securities beneficially owned by all current Funds Trustees and nominees in the Funds and in all registered investment companies in the same family of investment companies (the “TIAA-CREF Fund Complex”) as of July 31, 2007. The TIAA-CREF Fund Complex includes CREF, TIAA Separate Account VA-1, TIAA-CREF Life Funds and the Funds. The TIAA-CREF Mutual Funds were part of the complex until they merged into the Funds effective April 20, 2007. The amounts reported below include amounts contributed to CREF accounts for the benefit of the non-employee Trustees pursuant to Funds’ long-term compensation plan for non-employee Trustees.
DISINTERESTED TRUSTEES AND NOMINEES
Aggregate Dollar Range | ||
of Equity Securities in All | ||
Registered Investment | ||
Companies Overseen by | ||
Dollar Range of Equity | Trustee in the TIAA-CREF | |
Name of Trustee | Securities in the Funds | Fund Complex |
Forrest Berkley(1) | International Equity Fund — Retirement $50,001 - $100,000 | Over $100,000 |
Nancy A. Eckl(2) | Growth & Income Fund — Retirement $10,001 - $50,000 | $10,001 - $50,000 |
Eugene Flood, Jr. | International Equity Fund — Retirement $50,001 - $100,000 | Over $100,000 |
S&P 500 Index — Retirement over $100,000 | ||
Howell E. Jackson | International Equity Index Fund — Retirement $1 - $10,000 | Over $100,000 |
Mid Cap Blend Index Fund — Retirement $1 - $10,000 | ||
Small Cap Growth Index Fund — Retirement $1 - $10,000 | ||
Small Cap Value Index Fund — Retirement $1 - $10,000 | ||
Social Choice Equity Fund — Retirement $1 - $10,000 | ||
Nancy L. Jacob | None | Over $100,000 |
Bridget A. Macaskill | International Equity Fund — Retirement $50,001 - $100,000 | Over $100,000 |
Large Cap Value Fund — Retirement $50,001 - $100,000 | ||
Mid Cap Growth Fund — Retirement $50,001 - $100,000 | ||
Mid Cap Value Fund — Retirement $50,001 - $100,000 | ||
Small Cap Equity Fund — Retirement $50,001 - $100,000 | ||
James M. Poterba(3) | None | Over $100,000 |
Maceo K. Sloan | None | Over $100,000 |
Laura T. Starks(4) | Lifecycle Fund 2010 — $10,001 - $50,000 | Over $100,000 |
(2) | Ms. Eckl was appointed as a | |
(3) | Dr. Poterba was appointed to the | |
(4) | Dr. Starks was appointed to the | |
This proposal is designed to provideTrustee Compensation
The following table discloses 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 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 into the TIAA-CREF Institutional Mutual Funds, 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.
DISINTERESTED TRUSTEES
Long-Term | |||
Performance | |||
Compensation | |||
Contribution | Total Compensation | ||
Compensation | As Part of Fund | From TIAA-CREF | |
Name | From the Funds | Expenses | Fund Complex(1) |
Forrest Berkley(2) | $2,299.32 | $1,878.53 | $ 83,400.00 |
Nancy A. Eckl(3) | N/A | N/A | N/A |
Willard T. Carleton(4) | $4,144.99 | $2,711.77 | $142,350.00 |
Eugene Flood, Jr. | $5,692.98 | $3,651.03 | $192,000.00 |
Howell E. Jackson | $5,249.47 | $3,651.03 | $182,600.00 |
Nancy L. Jacob | $7,980.16 | $3,651.03 | $238,800.00 |
Bevis Longstreth(4)(5) | $4,227.93 | $2,711.77 | $144,300.00 |
Bridget A. Macaskill | $4,802.42 | $3,651.03 | $173,600.00 |
James M. Poterba(5)(6) | $4,775.07 | $2,778.29 | $153,000.00 |
Maceo K. Sloan | $5,746.57 | $3,651.03 | $192,600.00 |
Laura T. Starks(5)(7) | $2,818.99 | $1,864.84 | $ 94,200.00 |
Ahmed H. Zewail(4)(5) | $2,417.03 | $2,711.77 | $106,200.00 |
effective April 20, 2007. | ||
(2) | Mr. Berkley was appointed to | |
(3) | Ms. Eckl was appointed as a trustee of CREF effective May 15, 2007. | |
(4) | These are former Trustees. Dr. Carleton and Mr. Longstreth retired from the boards and management committee effective July 18, 2006. Dr. Zewail retired from the | |
same effective October 1, 2006. | ||
(5) | This compensation, or a portion of it, was not actually paid based on the prior election of the |
a deferred compensation plan for non-officer Trustees. Excluding this year’s deferrals, a total of $1,040,265.09 earned across the fund complex has been deferred for | ||
prior years’ service, including interest through year-end 2006 for all current Trustees who had elected to defer their compensation. | ||
(6) | Dr. Poterba was appointed to the boards and | |
(7) | Dr. Starks was appointed to | |
Non-officer Trustees are compensated at the following rates effective January 1, 2007: an annual retainer of $50,000; a Board and committee meeting fee of $2,500; an annual long-term compensation contribution of $75,000; a Board chair fee of $25,000; a committee chair fee of $10,000 ($15,000 for the chairs of the Audit and Compliance Committee and Operations Committee); and an Operations Committee and Audit and Compliance Committee member fee of $5,000. Trustee compensation reflects service to all of the investment companies within the TIAA-CREF Fund Complex and is prorated to those companies based upon assets under management. The level of compensation is evaluated regularly and is based on a study of compensation at comparable companies, the time and responsibilities required of the Trustees, and the Advisorneed to retain and attract well-qualified Board members.
Trustees who are locatedactive officers of any fund within the TIAA-CREF Fund Complex or TIAA do not receive any additional compensation for their services as Trustees.
Committees
Currently, the Board and each Board committee consist entirely of independent Trustees. Every year the Board appoints Trustees to certain standing committees with specific responsibilities for aspects of the Funds’ operations. These are:
(1) | An Audit and Compliance Committee (formerly called the “Audit Committee”), which, using external resources as necessary, assists the Board in fulfilling its oversight responsibilities for financial and operations reporting, internal control and compliance with laws, regulations and ethics. In August 2006, the Board renamed the Audit Committee the Audit and Compliance Committee. The Audit and Compliance Committee is charged with, among other things, approving the appointment, compensation, retention (or termination) and overseeing of the work of the independent registered public accounting firm. The Audit and Compliance Committee has adopted a formal written charter which may be found at www.tiaa-cref.org/about/governance/corporate/topics/committee_ charters.html. During the fiscal year ended September 30, 2006, the Audit and | ||
17
Compliance Committee held seven meetings. The current members of the Audit and Compliance Committee are Mr. Sloan (chair), Mr. Berkley, Ms. Macaskill and Dr. Poterba. Mr. Sloan has been designated as the “audit committee financial expert” as defined by the Securities and Exchange Commission. | |||
(2) | An Operations Committee, which assists the Board in fulfilling its oversight responsibilities with respect to operational matters of the Funds. The Operations Committee was established in 2006 as a new standing committee of the Board and is charged with, among other things, overseeing contracts with third-party service providers, reviewing portfolio transactions and certain legal, compliance, finance, sales and marketing matters. The Operations Committee has adopted a formal written charter which may be found at www.tiaa-cref.org/about/ governance/corporate/topics/committee_charters.html. During the fiscal year ended September 30, 2006, the Operations Committee held four meetings. The current members of the Operations Committee are Professor Jackson (chair), Ms. Eckl, Dr. Flood, Dr. Jacob and Dr. Starks. | ||
(3) | An Investment Committee, (formerly called the “Finance Committee”), which assists the Board in fulfilling its oversight responsibilities for the management of the Funds’ investments subject to appropriate oversight by the full Board. The Investment Committee has adopted a formal written charter which may be found at www.tiaa-cref.org/about/governance/corporate/topics/committee_ charters.html. During the fiscal year ended September 30, 2006, the Investment Committee held four meetings. The current members of the Investment Committee are Dr. Flood (chair), Mr. Berkley, Ms. Eckl, Dr. Jacob, Ms. Macaskill, Dr. Poterba and Mr. Sloan. | ||
(4) | A Corporate Governance and Social Responsibility Committee, which assists the Board in fulfilling its oversight responsibilities for all corporate social responsibility and corporate governance issues including the voting of proxies of portfolio companies of the Funds and the initiation of appropriate shareholder resolutions. During fiscal year ended September 30, 2006, the Corporate Governance and Social Responsibility Committee held nine meetings. The current members of the Corporate Governance and Social Responsibility Committee are Dr. Poterba (chair), Professor Jackson and Dr. Starks. The Corporate Governance and Social Responsibility Committee has adopted a formal written charter which may be found at www.tiaa-cref.org/about/governance/corporate/topics/ committee_charters.html. | ||
(5) | An Executive Committee, which generally is vested with full Board powers between Board meetings on matters not specifically addressed by the full Board. During fiscal year ended September 30, 2006, the Executive Committee did not hold any meetings. The current members of the Executive Committee are Dr. Jacob (chair), Dr. Flood, Professor Jackson, Dr. Poterba and Mr. Sloan. | ||
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(6) | A Nominating and Governance Committee, which nominates certain of the Funds officers and the members of the Standing Committees of the Board, recommends candidates for election as Trustees and handles other governance matters for the Funds. During fiscal year ended September 30, 2006, the Nominating and Governance Committee held nine meetings. The charter for the Funds Nominating and Governance Committee may be found at www.tiaa-cref.org/about/ governance/corporate/topics/committee_charters.html. The current members of the Nominating and Governance Committee are Dr. Jacob (chair), Dr. Flood, Mr. Sloan and Dr. Starks. |
Board Meetings
There were fourteen meetings of the Board during 2006. All current Trustees who served during 2006 attended at least 75 percent of the meetings of the Board and Board committees of which they were members.
Trustee Nomination Process
The Funds solicit names of candidates for the Board from shareholders as part of the balloting process. Those names are transmitted to the Funds’ Nominating and Governance Committee (the “Committee”) for its review and consideration. The Committee welcomes the names of candidates from participating institutions and educational organizations, and from such other sources as the Committee may determine.
Shareholders may submit recommendations for candidates to the Board by forwarding the names and backgrounds of nominees to the Secretary of the Funds. The Committee may, from time to time, retain third-party search firms to identify nominee candidates whose competencies meet criteria the Board deems important to the Funds. In addition, the Committee will invite recommendations from current Trustees and others.
The Committee reviews the information submitted on the backgrounds and qualifications of those persons recommended. In considering current Trustees for renomination to the Board, the Committee will evaluate each Trustee’s Board and committee participation, contributions to the management of the Funds and attendance at Board and Committee meetings. In preparing a slate of Trustee candidates, the Committee seeks to ensure broad, diverse representation of academic, business and professional experience. The Committee submits its final nominations to the Funds’ Board.
Recommendations from Shareholders Regarding Nominations
Shareholders can recommend future nominees by keying in candidate recommendations at the following website: http://www.tiaa-cref.org/crefnominees or by writing to the Secretary of the Funds, 730 Third Avenue, New York, New York 10017. A chart attached10017-3206.
19
Trustee Qualifications
The Board has determined that it should be composed of individuals who can contribute sound business judgment to Board deliberations and decisions, based on their relevant business, management, professional, academic or governmental service experience. Candidates for the Board should have reached a senior level in their chosen field, be of uncompromised integrity, and be able to fulfill their responsibilities as Exhibit B listsTrustees without conflict with the name, address,Funds. The Board should reflect diversity of gender, race, age and principal occupationexperience and at least one Trustee should qualify as an audit committee financial expert for service on the audit committee. Each Trustee should be prepared to devote substantial time and effort to the Funds’ Board duties and should limit the number of each principal executive officertheir other board memberships in order to provide such service to the Funds. Candidates for the Board should be individuals with an understanding of and directoraffinity for academia, and a demonstrated ability to work in a constructive manner with other Board members and management.
When seeking to fill a specific opening on the Board, the Nominating and Governance Committee will consider the specific needs of the Advisor.
Shareholder Communications with Trustees
Letters or e-mails from shareholders addressed to the Advisor underBoard or individual Trustees may be sent to the Service AgreementCorporate Secretary’s office at 730 Third Avenue, New York, NY 10017-3206. These communications will be forwarded to the Funds’ chairman in accordance with established policies concerning shareholder communications that have been approved by a majority of independent Trustees.
Trustee Attendance at Annual Meetings
The Funds are not required to and do not typically hold annual meetings of shareholders. Consequently, the Funds do no have a policy with regard to a Trustee’s attendance at annual meetings.
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II. THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP (“PwC”) served as the independent registered public accounting firm (“Independent Auditor”) to the Funds for the fiscal year ended September 30, 20052006, and the amountsBoard, all of whom are independent Trustees, has chosen to continue with the services of PwC for fiscal year 2007. PwC was selected following a competitive bidding process that would have been paid under the new arrangements — that is, if only the new Retirement Class Service Agreement had been initiated in effect duringNovember 2004 by TIAA and the TIAA-CREF Fund Complex.
In making their selection, the Board discussed with PwC all issues involving relationships among PwC, TIAA and the TIAA-CREF Fund Complex, and their affiliates, that could reasonably be thought to bear on PwC’s independence, and concluded that PwC was independent. PwC confirmed its independence to the Board. As part of this same fiscal year period.
As the Funds’ independent registered public accounting firm, PwC will perform independent audits of the Funds’ financial statements.
Representatives of PwC will attend the meeting and be available at the meeting to respond to questions, but it is not expected that they will make any statement at the meeting.
Audit Fees
PwC’s fees for professional services rendered for the audit of the Funds’ annual financial statements for the years ended September 30, 2006, and September 30, 2005, were approximately $1,775,800 and $982,400, respectively.
Audit-Related Fees
PwC’s fees for audit-related services rendered to the Funds for the fiscal years ended September 30, 2006, and September 30, 2005, were approximately $40,000 and $0, respectively.
Tax Fees
PwC’s fees for professional services related to tax compliance, tax advice, and tax planning for the fiscal years ended September 30, 2006, and September 30, 2005, were approximately $110,200 and $86,300, respectively.
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All Other Fees
There were no fees paid to PwC for any other services rendered to the Funds for the years ended September 30, 2006, and September 30, 2005.
Preapproval Policy
The Audit and Compliance Committee has 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 Independent Auditor’s independence. Under the Policy, the Audit and Compliance Committee is required to preapprove services to be performed by the Funds’ Independent Auditor in an effort to ensure that such services do not impair the Independent Auditor’s independence.
The Policy requires the Audit and Compliance Committee to: (i) appoint the Independent Auditor to perform the financial statement audit for the Funds and certain level. Please see Exhibit D for more details on these expense reimbursements.
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% |
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 | % |
All services provided by the Board reviewed detailed independent analysis of comparative expensesIndependent Auditor to the Funds, its investment adviser or affiliates for 2006 were preapproved by the Audit and performance dataCompliance Committee pursuant to the Policy.
Auditor Fees for each class of shares of eachRelated Entities
The aggregate non-audit fees billed by PwC for services rendered to the Funds and its adviser and affiliates of the Funds, prepared by Lipper, Inc., a Reuters company that is an independent provider of investment company data (“Lipper”). In addition,adviser performing ongoing services to 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.
III. ADDITIONAL INFORMATION
Investment Advisory 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.
The shares 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.
Fund | | Proposed Total Expense Ratio | | Median Peer Total Expense Ratio | | Difference | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
INTERNATIONAL EQUITY FUND — Institutional | 0.59 | % | 1.19 | % | –0.60 | % | ||||||||
INTERNATIONAL EQUITY FUND — Retirement | 0.80 | % | 1.19 | % | –0.39 | % | ||||||||
LARGE-CAP VALUE FUND — Institutional | 0.50 | % | 1.07 | % | –0.57 | % | ||||||||
LARGE-CAP VALUE FUND — Retirement | 0.75 | % | 1.07 | % | –0.32 | % | ||||||||
LARGE-CAP VALUE FUND — Retail | 0.99 | % | 1.05 | % | –0.06 | % | ||||||||
SMALL-CAP EQUITY FUND — Institutional | 0.55 | % | 1.15 | % | –0.60 | % | ||||||||
SMALL-CAP EQUITY FUND — Retirement | 0.78 | % | 1.15 | % | –0.37 | % | ||||||||
SMALL-CAP EQUITY FUND — Retail | 1.16 | % | 1.26 | % | –0.10 | % | ||||||||
SOCIAL CHOICE EQUITY FUND — Institutional | 0.25 | % | 0.99 | % | –0.74 | % | ||||||||
SOCIAL CHOICE EQUITY FUND — Retirement | 0.48 | % | 0.99 | % | –0.51 | % | ||||||||
REAL ESTATE SECURITIES FUND — Institutional | 0.59 | % | 1.11 | % | –0.52 | % | ||||||||
REAL ESTATE SECURITIES FUND — Retirement | 0.80 | % | 1.11 | % | –0.31 | % | ||||||||
REAL ESTATE SECURITIES FUND — Retail | 0.99 | % | 1.18 | % | –0.19 | % | ||||||||
BOND FUND — Institutional | 0.34 | % | 0.69 | % | –0.35 | % | ||||||||
INFLATION-LINKED BOND FUND — Institutional | 0.35 | % | 0.35 | % | 0.00 | % | ||||||||
INFLATION-LINKED BOND FUND — Retail | 0.80 | % | 0.72 | % | +0.08 | % | ||||||||
MONEY MARKET FUND — Institutional | 0.15 | % | 0.43 | % | –0.28 | % |
| Management Fees | | Other Expenses | | Total Annual Fund Operating Expenses | | Expense Reimbursement | | Net Annual Fund Operating Expenses | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
INTERNATIONAL EQUITY FUND | ||||||||||||||||||||||
Current | 0.09 | % | 0.11 | % | 0.20 | % | — | 0.20 | % | |||||||||||||
Pro Forma | 0.50 | % | 0.06 | % | 0.56 | % | — | 0.56 | % | |||||||||||||
LARGE CAP VALUE FUND | ||||||||||||||||||||||
Current | 0.08 | % | 0.09 | % | 0.17 | % | 0.03 | % | 0.14 | % | ||||||||||||
Pro Forma | 0.45 | % | 0.03 | % | 0.48 | % | — | 0.48 | % | |||||||||||||
SMALL-CAP EQUITY FUND | ||||||||||||||||||||||
Current | 0.08 | % | 0.12 | % | 0.20 | % | 0.05 | % | 0.15 | % | ||||||||||||
Pro Forma | 0.48 | % | 0.08 | % | 0.56 | % | 0.01 | % | 0.55 | % | ||||||||||||
SOCIAL CHOICE EQUITY FUND | ||||||||||||||||||||||
Current | 0.04 | % | 0.06 | % | 0.10 | % | — | 0.10 | % | |||||||||||||
Pro Forma | 0.15 | % | 0.05 | % | 0.20 | % | — | 0.20 | % | |||||||||||||
REAL ESTATE SECURITIES FUND | ||||||||||||||||||||||
Current | 0.09 | % | 0.07 | % | 0.16 | % | — | 0.16 | % | |||||||||||||
Pro Forma | 0.50 | % | 0.06 | % | 0.56 | % | 0.01 | % | 0.55 | % | ||||||||||||
BOND FUND | ||||||||||||||||||||||
Current | 0.08 | % | 0.06 | % | 0.14 | % | — | 0.14 | % | |||||||||||||
Pro Forma | 0.30 | % | 0.03 | % | 0.33 | % | — | 0.33 | % | |||||||||||||
INFLATION-LINKED BOND FUND | ||||||||||||||||||||||
Current | 0.09 | % | 0.06 | % | 0.15 | % | 0.01 | % | 0.14 | % | ||||||||||||
Pro Forma | 0.30 | % | 0.04 | % | 0.34 | % | — | 0.34 | % | |||||||||||||
MONEY MARKET FUND | ||||||||||||||||||||||
Current | 0.04 | % | 0.05 | % | 0.09 | % | — | 0.09 | % | |||||||||||||
Pro Forma | 0.10 | % | 0.05 | % | 0.15 | % | — | 0.15 | % |
| Management Fees | | Other Expenses | | Total Annual Fund Operating Expenses | | Expense Reimbursement | | Net Annual Fund Operating Expenses | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
INTERNATIONAL EQUITY FUND | ||||||||||||||||||||||
Current | 0.09 | % | 0.49 | % | 0.58 | % | 0.03 | % | 0.55 | % | ||||||||||||
Pro Forma | 0.50 | % | 0.37 | % | 0.87 | % | 0.07 | % | 0.80 | % | ||||||||||||
LARGE-CAP VALUE FUND | ||||||||||||||||||||||
Current | 0.08 | % | 0.43 | % | 0.51 | % | 0.03 | % | 0.48 | % | ||||||||||||
Pro Forma | 0.45 | % | 0.34 | % | 0.79 | % | 0.04 | % | 0.75 | % | ||||||||||||
SMALL-CAP EQUITY FUND | ||||||||||||||||||||||
Current | 0.08 | % | 0.46 | % | 0.54 | % | 0.06 | % | 0.48 | % | ||||||||||||
Pro Forma | 0.48 | % | 0.37 | % | 0.85 | % | 0.07 | % | 0.78 | % | ||||||||||||
SOCIAL CHOICE EQUITY FUND | ||||||||||||||||||||||
Current | 0.04 | % | 0.48 | % | 0.52 | % | 0.08 | % | 0.44 | % | ||||||||||||
Pro Forma | 0.15 | % | 0.39 | % | 0.54 | % | 0.06 | % | 0.48 | % | ||||||||||||
REAL ESTATE SECURITIES FUND | ||||||||||||||||||||||
Current | 0.09 | % | 0.41 | % | 0.50 | % | 0.03 | % | 0.47 | % | ||||||||||||
Pro Forma | 0.50 | % | 0.34 | % | 0.84 | % | 0.03 | % | 0.81 | % |
| Management Fees | | Distribution (12b-1) Fees | | Other Expenses | | Total Annual Fund Operating Expenses | | Expense Reimbursement | | Net Annual Fund Operating Expenses | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
LARGE-CAP VALUE FUND | ||||||||||||||||||||||||||
Current | 0.08 | % | 0.00 | % | 0.41 | % | 0.49 | % | 0.05 | % | 0.44 | % | ||||||||||||||
Pro Forma | 0.45 | % | 0.25 | % | 0.29 | % | 0.99 | % | 0.19 | % | 0.80 | % | ||||||||||||||
SMALL-CAP EQUITY FUND | ||||||||||||||||||||||||||
Current | 0.08 | % | 0.00 | % | 0.30 | % | 0.38 | % | 0.08 | % | 0.30 | % | ||||||||||||||
Pro Forma | 0.48 | % | 0.25 | % | 0.43 | % | 1.16 | % | 0.31 | % | 0.85 | % | ||||||||||||||
REAL ESTATE SECURITIES FUND | ||||||||||||||||||||||||||
Current | 0.09 | % | 0.00 | % | 0.41 | % | 0.50 | % | 0.05 | % | 0.45 | % | ||||||||||||||
Pro Forma | 0.50 | % | 0.25 | % | 0.24 | % | 0.99 | % | 0.09 | % | 0.90 | % | ||||||||||||||
INFLATION-LINKED BOND FUND | ||||||||||||||||||||||||||
Current | 0.09 | % | 0.00 | % | 0.24 | % | 0.33 | % | 0.03 | % | 0.30 | % | ||||||||||||||
Pro Forma | 0.30 | % | 0.25 | % | 0.25 | % | 0.80 | % | 0.30 | % | 0.50 | % |
| 1 Year | | 3 Years | | 5 Years | | 10 Years | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
INTERNATIONAL EQUITY FUND | ||||||||||||||||||
Current | $ | 20 | $ | 64 | $ | 113 | $ | 255 | ||||||||||
Pro Forma | $ | 57 | $ | 179 | $ | 313 | $ | 701 | ||||||||||
LARGE-CAP VALUE FUND | ||||||||||||||||||
Current | $ | 14 | $ | 52 | $ | 93 | $ | 214 | ||||||||||
Pro Forma | $ | 49 | $ | 154 | $ | 269 | $ | 604 | ||||||||||
SMALL-CAP EQUITY FUND | ||||||||||||||||||
Current | $ | 15 | $ | 59 | $ | 108 | $ | 250 | ||||||||||
Pro Forma | $ | 56 | $ | 178 | $ | 312 | $ | 701 | ||||||||||
REAL ESTATE SECURITIES FUND | ||||||||||||||||||
Current | $ | 16 | $ | 52 | $ | 90 | $ | 205 | ||||||||||
Pro Forma | $ | 56 | $ | 178 | $ | 312 | $ | 701 | ||||||||||
SOCIAL CHOICE EQUITY FUND | ||||||||||||||||||
Current | $ | 10 | $ | 32 | $ | 56 | $ | 128 | ||||||||||
Pro Forma | $ | 20 | $ | 64 | $ | 113 | $ | 255 | ||||||||||
BOND FUND | ||||||||||||||||||
Current | $ | 14 | $ | 45 | $ | 79 | $ | 179 | ||||||||||
Pro Forma | $ | 34 | $ | 106 | $ | 185 | $ | 418 | ||||||||||
INFLATION-LINKED BOND FUND | ||||||||||||||||||
Current | $ | 14 | $ | 47 | $ | 84 | $ | 191 | ||||||||||
Pro Forma | $ | 35 | $ | 109 | $ | 191 | $ | 431 | ||||||||||
MONEY MARKET FUND | ||||||||||||||||||
Current | $ | 9 | $ | 29 | $ | 51 | $ | 115 | ||||||||||
Pro Forma | $ | 15 | $ | 48 | $ | 85 | $ | 192 |
| 1 Year | | 3 Years | | 5 Years | | 10 Years | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
INTERNATIONAL EQUITY FUND | ||||||||||||||||||
Current | $ | 56 | $ | 183 | $ | 321 | $ | 723 | ||||||||||
Pro Forma | $ | 82 | $ | 271 | $ | 476 | $ | 1,069 | ||||||||||
LARGE-CAP VALUE FUND | ||||||||||||||||||
Current | $ | 49 | $ | 161 | $ | 282 | $ | 638 | ||||||||||
Pro Forma | $ | 77 | $ | 248 | $ | 435 | $ | 976 | ||||||||||
SMALL-CAP EQUITY FUND | ||||||||||||||||||
Current | $ | 49 | $ | 167 | $ | 296 | $ | 671 | ||||||||||
Pro Forma | $ | 80 | $ | 264 | $ | 465 | $ | 1,046 | ||||||||||
SOCIAL CHOICE EQUITY FUND | ||||||||||||||||||
Current | $ | 45 | $ | 159 | $ | 283 | $ | 645 | ||||||||||
Pro Forma | $ | 49 | $ | 167 | $ | 296 | $ | 673 | ||||||||||
REAL ESTATE SECURITIES FUND | ||||||||||||||||||
Current | $ | 48 | $ | 157 | $ | 277 | $ | 625 | ||||||||||
Pro Forma | $ | 83 | $ | 265 | $ | 463 | $ | 1,036 |
| 1 Year | | 3 Years | | 5 Years | | 10 Years | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
LARGE-CAP VALUE FUND | ||||||||||||||||||
Current | $ | 45 | $ | 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 |
Name | | Fund and Class | | Shares | | Percentage | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Herbert M. Allison, Jr. | Large-Cap Value Fund (Retail Class) | 95,206.65 | 2.11% | |||||||||||
Beneficial Ownership
Principal Holders of Fund Shares
The following is a list of all shareholders known by the Funds to own of record or beneficially 5% or more of any class of any of the Funds, as of July 25, 2007:
SEI Private Trust Company
One Freedom Valley Drive
Oaks, PA 19456
* | The following shares are held for the benefit of clients of TIAA-CREF Trust Company, FSB. |
Percent of | |||||||
Fund/Class | Holdings | Shares* | |||||
High Yield Fund II — Institutional Class | 54.24% | 11,981,487.23 | |||||
Short-Term Bond Fund II — Institutional Class | 53.57% | 8,430,993.58 | |||||
Tax-Exempt Bond Fund II — Institutional Class | 30.91% | 2,320,188.50 | |||||
Mid-Cap Growth Index — Institutional Class | 73.43% | 2,168,792.38 | |||||
Inflation Linked Bond — Institutional Class | 5.60% | 2,374,108.05 | |||||
Small-Cap Value Index — Institutional Class | 5.52% | 383,725.25 | |||||
Mid-Cap Growth — Institutional Class | 6.11% | 180,571.20 | |||||
Mid-Cap Value — Institutional Class | 5.41% | 147,078.32 | |||||
S&P 500 Index — Institutional Class | 30.35% | 16,213,453.90 | |||||
Large-Cap Growth Index — Institutional Class | 23.36% | 4,556,207.14 | |||||
Small-Cap Equity — Institutional Class | 28.61% | 3,066,289.74 | |||||
International Equity — Institutional Class | 34.84% | 17,815,043.16 | |||||
Real Estate Securities — Institutional Class | 21.30% | 3,588,164.34 | |||||
Growth & Income — Institutional Class | 97.64% | 9,174,170.13 | |||||
Equity Index — Institutional Class | 14.12% | 10,192,636.04 | |||||
Social Choice Equity — Institutional Class | 60.48% | 8,482,845.14 | |||||
Managed Allocation Fund II — Institutional Class | 50.38% | 215,221.84 | |||||
Large-Cap Value Index — Institutional Class | 31.00% | 6,485,188.77 | |||||
Mid-Cap Blend Index — Institutional Class | 68.75% | 3,892,195.74 | |||||
Mid-Cap Value Index — Institutional Class | 4.62% | 3,113,683.40 | |||||
Small-Cap Blend Index — Institutional Class | 2.87% | 3,094,583.81 | |||||
International Equity Index — Institutional Class | 15.64% | 3,241,761.33 | |||||
Bond — Institutional Class | 21.26% | 33,548,035.91 |
23
CHET (529 Plan)
Office of the Treasurer
55 Elm Street
Hartford, CT 06106
Percent of | |||||||
Fund/Class | Holdings | Shares | |||||
Real Estate Securities — Institutional Class | 11.57% | 1,948,701.47 | |||||
Inflation-Linked Bond — Institutional Class | 19.84% | 8,407,083.33 | |||||
International Equity Index — Institutional Class | 11.23% | 2,327,542.95 | |||||
Equity Index — Institutional Class | 30.34% | 21,900,728.13 | |||||
Bond — Institutional Class | 16.04% | 25,315,756.09 | |||||
Money Market — Institutional Class | 23.33% | 52,131,887.44 | |||||
Mid-Cap Growth — Institutional Class | 22.50% | 556,402.83 | |||||
Mid-Cap Value — Institutional Class | 19.65% | 533,999.70 | |||||
S&P 500 Index — Institutional Class | 11.23% | 6,001,562.75 | |||||
Small-Cap Equity | 7.05% | 755,107.07 |
Georgia Higher Education Savings Plan Trust (529 Plan)
PO Box 105307
Atlanta, GA 30348-5307
Percent of | |||||||
Fund/Class | Holdings | Shares | |||||
Real Estate Securities — Institutional Class | 10.81% | 1,821,865.41 | |||||
Inflation-Linked Bond — Institutional Class | 10.70% | 4,536,352.14 | |||||
S & P 500 Index — Institutional Class | 6.82% | 3,644,706.24 | |||||
Small-Cap Blend Index — Institutional Class | 7.38% | 795,015.99 | |||||
International Equity Index — Institutional Class | 10.10% | 2,094,849.99 | |||||
Equity Index — Institutional Class | 20.56% | 14,838,893.26 | |||||
Bond — Institutional Class | 7.26% | 11,453,816.53 | |||||
Money Market — Institutional Class | 6.16% | 13,764,682.21 |
24
Michigan Education Savings Program (529 Plan)
Executive Director — Met
Director of Treasury
PO Box 30198
Lansing, MI 48909
Percent of | |||||||
Fund/Class | Holdings | Shares | |||||
Real Estate Securities — Institutional Class | 22.40% | 3,773,921.27 | |||||
Inflation-Linked Bond — Institutional Class | 29.34% | 12,436,047.30 | |||||
Large-Cap Growth Index — Institutional Class | 45.56% | 8,884,682.80 | |||||
Large-Cap Value Index — Institutional Class | 39.71% | 8,305,772.43 | |||||
Small-Cap Blend Index — Institutional Class | 12.67% | 1,366,200.32 | |||||
International Equity Index — Institutional Class | 22.99% | 4,766,482.81 | |||||
Equity Index — Institutional Class | 13.99% | 10,102,213.47 | |||||
Bond — Institutional Class | 24.28% | 38,309,902.04 | |||||
Money Market — Institutional Class | 38.78% | 86,661,484.81 | |||||
Mid-Cap Growth — Institutional Class | 59.33% | 1,467,275.89 | |||||
Mid-Cap Value — Institutional Class | 50.12% | 1,361,914.08 | |||||
S&P 500 Index — Institutional Class | 29.74% | 15,885,939.95 | |||||
Small-Cap Equity Index — Institutional Class | 18.69% | 2,003,187.59 | |||||
International Equity — Institutional Class | 12.75% | 6,522,002.22 |
The Minnesota College Savings Plan (529 Plan)
PO Box 64028
St. Paul, MN 55164-0028
Percent of | |||||||
Fund/Class | Holdings | Shares | |||||
Real Estate Securities — Institutional Class | 14.59% | 2,458,132.40 | |||||
Inflation-Linked Bond — Institutional Class | 9.82% | 4,163,843.57 | |||||
Large-Cap Growth Index — Institutional Class | 23.42% | 4,567,658.39 | |||||
Large-Cap Value Index — Institutional Class | 17.73% | 3,708,681.01 | |||||
Small-Cap Blend Index — Institutional Class | 10.98% | 1,184,099.52 | |||||
International Equity — Institutional Class | 9.55% | 4,884,664.09 | |||||
Equity Index — Institutional Class | 8.43% | 6,083,374.39 | |||||
Bond — Institutional Class | 7.96% | 12,555,390.97 | |||||
Money Market — Institutional Class | 13.20% | 29,489,532.35 |
25
Oklahoma State Regents for Higher Education (529 Plan)
655 Research Parkway, Suite 200
Oklahoma City, OK 73104
Percent of | |||||||
Fund/Class | Holdings | Shares | |||||
Real Estate Securities — Institutional Class | 6.32% | 1,064,089.25 | |||||
S&P 500 Index — Institutional Class | 7.13% | 3,808,088.59 | |||||
Mid-Cap Growth Index — Institutional Class | 12.59% | 371,953.54 | |||||
Mid-Cap Value Index — Institutional Class | 5.15% | 347,317.27 | |||||
Small-Cap-Blend Index — Institutional Class | 5.20% | 561,064.75 | |||||
International Equity Index — Institutional Class | 6.28% | 1,301,617.64 | |||||
Money Market — Institutional Class | 5.55% | 12,399,069.05 |
Independent 529 Plan
66 Brooks Drive
Braintree, MA 02184
Percent of | |||||||
Fund/Class | Holdings | Shares | |||||
S&P 500 Index — Institutional Class | 5.96% | 3,181,159.27 |
Charles Schwab & Co.
101 Montgomery Street
San Francisco, CA 94104
Percent of | |||||||
Fund/Class | Holdings | Shares | |||||
Social Choice Equity — Retail Class | 15.33% | 2,332,784.65 | |||||
Equity Index — Retail Class | 8.85% | 3,350,511.56 | |||||
High-Yield Bond Fund II — Retail Class | 26.26% | 8,333,198.28 | |||||
Social Choice Equity — Institutional Class | 17.13% | 2,402,458.53 |
26
Counsel Trust
FBO Etnyre International Ltd. Profit Sharing and Retirement Savings
336 Fourth Avenue
The Times Building
Pittsburgh, PA 15222-2011
Percent of | |||||||
Fund/Class | Holdings | Shares | |||||
Mid-Cap Growth Index — Institutional Class | 7.47% | 220,522.43 |
Donaldson, Lufkin & Jenrette Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303-2052
Percent of | |||||||
Fund/Class | Holdings | Shares | |||||
Bond — Retail Class | 24.04% | 123,476.21 | |||||
Large-Cap Value — Retail Class | 5.48% | 387,941.56 | |||||
Mid-Cap Value — Retail Class | 5.23% | 530,855.46 |
Herbert M. Allison
730 Third Avenue
New York, NY 10017
Percent of | |||||||
Fund/Class | Holdings | Shares | |||||
Small-Cap Equity — Retail Class | 5.51% | 258,257.52 |
ING National Trust
151 Farmington Avenue
Hartford, CT 06156-0001
Percent of | |||||||
Fund/Class | Holdings | Shares | |||||
Mid-Cap Blend Index — Institutional Class | 12.42% | 703,016.57 | |||||
Small-Cap Blend Index — Institutional Class | 11.56% | 1,246,404.54 | |||||
International Equity Index — Institutional Class | 26.87% | 5,569,576.34 | |||||
Equity Index — Institutional Class | 8.00% | 5,777,530.30 |
27
JPMorgan
TIAA-CREF Trust Co. IRA Program
Attn: DC Plan Service Team
3 Metrotech Ctr. Fl. 6
Brooklyn, NY 11245-0001
Percent of | |||||||
Fund/Class | Holdings | Shares* | |||||
Growth & Income — Retirement Class | 41.00% | 6,377,516.31 | |||||
Social Choice Equity — Retirement Class | 40.90% | 4,233,605.46 | |||||
International Equity — Retirement Class | 29.76% | 22,986,342.09 | |||||
Large-Cap Value — Retirement Class | 27.78% | 7,789,005.54 | |||||
Mid-Cap Growth — Retirement Class | 29.14% | 3,842,362.15 | |||||
Mid-Cap Value — Retirement Class | 28.49% | 8,686,952.54 | |||||
Real Estate Securities — Retirement Class | 40.31% | 5,536,573.96 | |||||
S&P 500 Index — Retirement Class | 37.61% | 4,821,835.65 | |||||
Large-Cap Growth Index — Retirement Class | 23.14% | 1,274,949.87 | |||||
Large-Cap Value Index — Retirement Class | 33.43% | 1,902,730.07 | |||||
Mid-Cap Blend Index — Retirement Class | 31.34% | 1,316,040.62 | |||||
Mid-Cap Growth Index — Retirement Class | 39.88% | 576,300.12 | |||||
Mid-Cap Value Index — Retirement Class | 43.05% | 1,528,288.47 | |||||
Small Cap Blend Index — Retirement Class | 27.64% | 885,048.28 | |||||
Small Cap Value Index — Retirement Class | 32.56% | 1,221,653.72 | |||||
International Equity Index — Retirement Class | 27.40% | 3,148,029.68 | |||||
Small Cap Equity — Retirement Class | 24.15% | 4,182,680.74 | |||||
Lifecycle 2010 — Retirement Class | 19.52% | 3,653,078.53 | |||||
Lifecycle 2015 — Retirement Class | 22.56% | 3,170,753.91 | |||||
Lifecycle 2020 — Retirement Class | 22.88% | 2,865,526.05 | |||||
Lifecycle 2025 — Retirement Class | 19.30% | 1,919,119.93 | |||||
Lifecycle 2030 — Retirement Class | 14.54% | 1,251,710.73 | |||||
Lifecycle 2035 — Retirement Class | 13.16% | 848,584.91 | |||||
Lifecycle 2040 — Retirement Class | 12.13% | 1,032,144.99 | |||||
Equity Index — Retirement Class | 83.91% | 564,292.28 | |||||
Inflation-Linked Bond — Retirement Class | 92.58% | 1,252,097.45 | |||||
Large-Cap Growth — Retirement Class | 90.05% | 741,592.42 | |||||
Managed Allocation Fund II — Retirement Class | 41.81% | 519,969.39 | |||||
Money Market — Retirement Class | 93.00% | 75,338,670.43 | |||||
Bond — Retirement Class | 83.66% | 521,276.51 | |||||
High Yield Fund II — Retirement Class | 85.06% | 1,192,381.86 | |||||
Bond Plus Fund II — Retirement Class | 82.71% | 659,000.74 | |||||
Short-Term Bond Fund II — Retirement Class | 85.71% | 854,967.92 | |||||
Small-Cap Growth Index — Retirement Class | 32.90% | 609,393.60 |
* These shares generally are held on behalf of retirement plan participants. |
28
Mac & Co.
Mutual Funds Operations
PO 3198
525 William Penn Place
Pittsburgh, PA 02184-3128
Percent of | |||||||
Fund/Class | Holdings | Shares | |||||
Mid-Cap Value Index — Institutional Class | 37.50% | 2,527,668.28 |
Miami Valley Hospital
Pooled Funds
40 West Centre Ste 2110
Dayton, OH 45402-1857
Percent of | |||||||
Fund/Class | Holdings | Shares | |||||
Small-Cap Value Index — Institutional Class | 8.71% | 605,179.38 |
National Financial Services, LLC
For the Exclusive Benefit of our Customers
P.O. Box 770001
Cincinnati, OH 45277-0033
Percent of | |||||||
Fund/Class | Holdings | Shares | |||||
Social Choice Equity — Retail Class | 9.59% | 1,459,600.85 | |||||
Mid-Cap Growth — Retail Class | 9.33% | 374,103.37 | |||||
Mid-Cap Value — Retail Class | 12.41% | 1,259,583.84 | |||||
High Yield Bond Fund II — Retail Class | 5.59% | 815,535.57 | |||||
Short-Term Bond Fund II — Retail Class | 5.54% | 543,016.42 | |||||
Large-Cap Value Fund — Retail Class | 6.19% | 438,426.39 |
29
Teachers Insurance and Annuity Association
730 Third Avenue
New York, NY 10017-3206
Percent of | |||||
Fund/Class | Holdings | Shares | |||
Bond — Retail Class | 10.32% | 53,017.35 | |||
Real Estate Securities — Retail Class | 10.78% | 1,361,493.73 | |||
Mid-Cap Blend Index — Institutional Class | 17.52% | 992,070.39 | |||
Mid-Cap Growth Index — Institutional Class | 73.43% | 2,168,792.38 | |||
Mid-Cap Value Index — Institutional Class | 46.20% | 3,113,683.40 | |||
Small-Cap Blend Index — Institutional Class | 12.86% | 1,386,717.98 | |||
Small-Cap Growth Index — Institutional Class | 92.81% | 5,895,914.04 | |||
Small-Cap Value Index — Institutional Class | 81.91% | 5,692,505.52 | |||
Lifecycle 2010 — Institutional Class | 32.12% | 50,000.00 | |||
Lifecycle 2015 — Institutional Class | 30.49% | 50,000.00 | |||
Lifecycle 2020 — Institutional Class | 69.48% | 50,000.00 | |||
Lifecycle 2025 — Institutional Class | 36.54% | 50,000.00 | |||
Lifecycle 2030 — Institutional Class | 55.48% | 50,000.00 | |||
Lifecycle 2035 — Institutional Class | 68.32% | 50,000.00 | |||
Lifecycle 2040 — Institutional Class | 45.97% | 50,000.00 | |||
Large-Cap Growth — Institutional Class | 6.33% | 904,232.13 | |||
Managed Allocation II — Institutional Class | 49.62% | 211,946.24 | |||
Equity Index — Retirement Class | 7.62% | 51,240.60 | |||
Large-Cap Growth — Retirement Class | 6.10% | 50,233.13 | |||
Bond — Retirement Class | 8.49% | 52,898.06 | |||
High Yield Fund II — Institutional Class | 24.24% | 5,355,473.36 | |||
Bond Plus Fund II — Retirement Class | 6.66% | 53,067.12 | |||
Bond Plus Fund II —Institutional Class | 18.28% | 5,220,227.53 | |||
Short-Term Bond Fund II — Institutional Class | 33.05% | 5,201,174.70 | |||
Short-Term Bond Fund II — Retirement Class | 5.30% | 52,873.24 | |||
Tax-Exempt Bond Fund II — Institutional Class | 69.09% | 5,186,834.61 |
TIAA-CREF
Institutional & Individual Services Inc.
For Exclusive Benefit of Customers
730 Third Avenue
New York, NY 10017-3206
Percent of | |||||||
Fund/Class | Holdings | Shares | |||||
Mid-Cap Value — Institutional Class | 5.41% | 147,078.32 |
30
TIAA-CREF
JP Morgan Retirement Plans Program
3 Metrotech Ctr Fl 6
Brooklyn, NY 11245-0001
Percent of | ||||
Fund/Class | Holdings | Shares* | ||
Growth & Income — Retirement Class | 58.77 | % | 9,141,971.18 | |
Social Choice Equity — Retirement Class | 59.02 | % | 6,108,182.01 | |
International Equity — Retirement Class | 70.05 | % | 54,098,512.52 | |
Large-Cap Value — Retirement Class | 72.07 | % | 20,207,749.35 | |
Mid-Cap Growth — Retirement Class | 70.76 | % | 9,329,470.27 | |
Mid-Cap Value Fund — Retirement Class | 71.36 | % | 21,758,160.96 | |
Real Estate Securities — Retirement Class | 59.13 | % | 8,121,169.46 | |
S&P 500 Index — Retirement Class | 61.74 | % | 7,914,758.88 | |
Large-Cap Growth Index — Retirement Class | 76.09 | % | 4,192,890.13 | |
Large-Cap Value Index — Retirement Class | 65.00 | % | 3,699,050.24 | |
Mid-Cap Blend Index — Retirement Class | 67.83 | % | 2,848,536.45 | |
Mid-Cap Growth Index — Retirement Class | 58.86 | % | 850,459.99 | |
Mid-Cap Value Index — Retirement Class | 55.35 | % | 1,964,935.97 | |
Small-Cap Blend Index — Retirement Class | 71.77 | % | 2,298,538.48 | |
Small-Cap Growth Index — Retirement Class | 65.90 | % | 1,220,690.89 | |
Small-Cap Value Index — Retirement Class | 66.45 | % | 2,493,483.23 | |
International Equity Index — Retirement Class | 72.01 | % | 8,273,532.95 | |
Small-Cap Equity— Retirement Class | 75.74 | % | 131,20729 | |
Lifecycle 2010 — Retirement Class | 79.79 | % | 14,930,056.14 | |
Lifecycle 2010 — Institutional Class | 67.88 | % | 105,651.20 | |
Lifecycle 2015 — Retirement Class | 76.44 | % | 10,742,874.20 | |
Lifecycle 2015 — Institutional Class | 69.51 | % | 113,963.36 | |
Lifecycle 2020 — Retirement Class | 76.02 | % | 9,521,105.57 | |
Lifecycle 2020 — Institutional Class | 30.52 | % | 21,961.53 | |
Lifecycle 2025 — Retirement Class | 79.50 | % | 7,905,620.68 | |
Lifecycle 2025 — Institutional Class | 63.46 | % | 86,843.60 | |
Lifecycle 2030 — Retirement Class | 84.17 | % | 7,243,992.585 | |
Lifecycle 2030 — Institutional Class | 44.52 | % | 40,129.68 | |
Lifecycle 2035 — Retirement Class | 84.71 | % | 5,460,051.89 | |
Lifecycle 2035 — Institutional Class | 31.68 | % | 23,181.36 | |
Lifecycle 2040 — Retirement Class | 86.39 | % | 7,350,228.47 | |
Lifecycle 2040 — Institutional Class | 54.03 | % | 58,757.45 | |
Equity Index — Retirement Class | 5.30 | % | 35,671.98 | |
Managed Allocation II — Retirement Class | 53.10 | % | 660,382.28 | |
Money Market — Retirement Class | 6.35 | % | 5,142,208.61 | |
Bond — Retirement Class | 6.06 | % | 37,729.63 | |
High Yield Fund II — Retirement Class | 6.87 | % | 96,276.16 | |
Bond Plus Fund II — Retirement Class | 8.08 | % | 64,358.15 |
* | These shares generally are held on behalf of retirement plan participants. |
31
TIAA-CREF Lifecycle 2010 Fund | ||||
730 Third Avenue | ||||
New York, NY 10017-3206 | ||||
Percent of | ||||
Fund/Class | Holdings | Shares | ||
Large-Cap Value — Institutional Class | 9.54 | % | 2,404,722.03 | |
Inflation-Linked Bond — Institutional Class | 5.82 | % | 2,465,814.38 | |
Growth Equity — Institutional Class | 14.82 | % | 4,942,133.65 | |
Short-Term Bond Fund II — Institutional Class | 8.22 | % | 1,293,531.42 | |
TIAA-CREF Lifecycle 2015 Fund | ||||
730 Third Avenue | ||||
New York, NY 10017-3206 | ||||
Percent of | ||||
Fund/Class | Holdings | Shares | ||
Large-Cap Value — Institutional Class | 8.44 | % | 2,127,061.20 | |
Growth Equity — Institutional Class | 12.99 | % | 4,330,705.05 | |
TIAA CREF Lifecycle 2020 Fund | ||||
730 Third Avenue | ||||
New York, NY 10017-3206 | ||||
Percent of | ||||
Fund/Class | Holdings | Shares | ||
Large-Cap Value — Institutional Class | 8.61 | % | 2,170,028.59 | |
Growth Equity — Institutional Class | 13.29 | % | 4,430,650.06 | |
TIAA-CREF Lifecycle 2025 Fund | ||||
730 Third Avenue | ||||
New York, NY 10017-3206 | ||||
Percent of | ||||
Fund/Class | Holdings | Shares | ||
Large-Cap Value — Institutional Class | 7.73 | % | 1.949,259.81 | |
Growth Equity — Institutional Class | 12.02 | % | 4,006,887.36 |
32
TIAA-CREF Lifecycle 2030 Fund | ||||
730 Third Avenue | ||||
New York, NY 10017-3206 | ||||
Percent of | ||||
Fund/Class | Holdings | Shares | ||
Large-Cap Value — Institutional Class | 7.48 | % | 1,886,286.47 | |
Growth Equity — Institutional Class | 11.56 | % | 3,854,676.99 | |
TIAA-CREF Lifecycle 2035 Fund | ||||
730 Third Avenue | ||||
New York, NY 10017-3206 | ||||
Percent of | ||||
Fund/Class | Holdings | Shares | ||
Large-Cap Value — Institutional Class | 5.88 | % | 1,482,458.64 | |
Growth Equity — Institutional Class | 9.13 | % | 3,045,841.54 | |
TIAA-CREF Lifecycle 2040 Fund | ||||
730 Third Avenue | ||||
New York, NY 10017-3206 | ||||
Percent of | ||||
Fund/Class | Holdings | Shares | ||
Large-Cap Value — Institutional Class | 7.89 | % | 1,990,110.99 | |
Growth Equity — Institutional Class | 12.21 | % | 4,071,401.46 | |
TIAA-CREF Managed Allocation Fund II | ||||
730 Third Avenue | ||||
New York, NY 10017-3206 | ||||
Percent of | ||||
Fund/Class | Holdings | Shares | ||
Large-Cap Value — Institutional Class | 33.21 | % | 8,373,675.35 | |
Small Cap Equity — Institutional Class | 15.29 | % | 1,638,359.86 | |
International Equity — Institutional Class | 10.08 | % | 5,153,617.21 | |
Large-Cap Growth — Institutional Class | 93.42 | % | 13,346,020.29 | |
Bond Plus Fund II — Institutional Class | 81.44 | % | 23,250,959.56 |
33
Vanguard National Trust Company | ||||
P.O. Box 709 | ||||
Valley Forge, PA 19482-0709 | ||||
Percent of | ||||
Fund/Class | Holdings | Shares | ||
Social Choice Equity — Institutional Class | 5.31 | % | 744,843.44 | |
Victor DeLuca | ||||
Nicholas Jacangelo TTEEs | ||||
Jessie Smith Noyes Foundation Inc. | ||||
6 E. 39thStreet | ||||
New York, NY 10016-0112 | ||||
Percent of | ||||
Fund/Class | Holdings | Shares | ||
Social Choice Equity — Institutional Class | 5.61 | % | 787,050.76 |
As of July 31, 2007: (1) none of the current Trustees or nominees owned as much as 1 percent of the outstanding voting securities of any class of shares of any of the Funds; and (2) the current Trustees and officers, as a group, did not own more than 1 percent of the outstanding voting securities of any class of shares of any of the Funds.
Any person owning more than 25 percent 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.
IV. OTHER MATTERS
A11031 | (08/07) |
TIAA-CREF P.O. BOX 1295 CHARLOTTE, NC 28201-9980 | ||||||||
To vote by Internet | ||||||
1) Read the proxy statement and have this proxy card at hand. 2) Call1 888-221-0697. 3) Follow the recorded instructions. | ||||||
1) Read the proxy statement and have this proxy card at hand. 2) Go to website www.proxyweb.com/TIAA-CREF 3) Follow the on-screen instructions. |
By signing this form, I authorize George W. Madison, Maceo K. Sloan and Eugene Flood, Jr., 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 Monday, September 17, 2007 at 12:00 p.m. (eastern time) at TIAA-CREF’s offices at 8500 Carnegie Blvd., Charlotte, NC 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.
Signature | (Sign in the Box) | ||||||||||
When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please indicate your full name and title. |
ê | ê | TC MF - OK |
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
ê | Please fill in box(es) as shown using black or blue ink or number 2 pencil. x | ê |
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 Broadridge, the Funds’ independent tabulator, at P.O. Box 9112, Farmingdale, NY 11735. Broadridge 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 p.m. (eastern time) on Monday, September 17, 2007. If you vote via the Internet or phone, please do NOT mail back your proxy card.
The Board of Trustees recommends a vote FOR item 1. | |||||||||
1. | Election of Trustee Nominees: | FOR | AGAINST | ABSTAIN | |||||
To voteALLTrustees in the same manner mark one box at right. |
Name of Fund | | Net Assets1 | | Rate of Compensation2 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% |
o |
| | 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 | % | — |
To vote separately by Nominee please mark the appropriate boxes | FOR | AGAINST | ABSTAIN | |||||||||||||||||||
(01) | Forrest Berkley | o | o | o | ||||||||||||||||||
(02) | Nancy A. Eckl | o | o | o | ||||||||||||||||||
(03) | Eugene Flood, Jr. | o | o | o | ||||||||||||||||||
(04) | Howell E. Jackson | o | o | o | ||||||||||||||||||
(05) | Nancy L. Jacob | o | o | o | ||||||||||||||||||
(06) | Bridget A. Macaskill | o | o | o | ||||||||||||||||||
(07) | James M. Poterba | o | o | o | ||||||||||||||||||
(08) | Maceo K. Sloan | o | o | o | ||||||||||||||||||
(09) | Laura T. Starks | o | o | o | ||||||||||||||||||
ê | TC MF - DH | |||||||||||||||||||||
|
BROADRIDGE FINANCIAL SOLUTIONS - MIS
TOUCH TONE VOTING SCRIPT
(888) 221-0697
OPENING:
When connected to the toll-free number, shareholder will hear:
"Welcome.Please enter the control number located on the upperLEFTportion of yourvoter 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.
OPTION 2: VOTING OTHERWISE
If shareholder elects to vote the proposal separately, he/she will hear:
"Proposal 1:To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0." |
When the shareholder has finished voting on Proposal 1, he/she will hear:
"Your vote has been cast as follows (vote is given). If this is correct, press 1. If incorrect, press 0." |
If the shareholder presses 1, he/she will hear:
"If you have received more than one proxy card, you must vote each card separately.If you wouldlike 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.