available, ameliorate these adverse tax consequences, but any such election requires the applicable Fund to recognize taxable income or gain without the concurrent receipt of cash. Any Fund that acquires stock in foreign corporations may limit and/or manage its holdings in passive foreign investment companies to minimize its tax liability.

Foreign exchange gains and losses realized by a Lifecycle or Underlying Fund in connection with certain transactions involving non-dollar debt securities, certain foreign currency futures contracts, foreign currency option contracts, foreign currency forward contracts, foreign currencies, or payables or receivables denominated in a foreign currency are subject to Code provisions that generally treat such gains and losses as ordinary income and losses and may affect the amount, timing and character of distributions to shareholders. Any such transactions that are not directly related to a Fund’s investment in securities (possibly including speculative currency positions or currency derivatives not used for hedging purposes) could, under future Treasury regulations, produce income not among the types of “qualifying income” from which the Fund must derive at least 90% of its annual gross income.

INVESTMENTS WITH ORIGINAL ISSUE DISCOUNT

Each Lifecycle or Underlying Fund that invests in certain payment-in-kind instruments, zero coupon securities or certain deferred interest securities (and, in general, any other securities with original issue discount or with market discount if the Fund elects to include market discount in current income) must accrue income on such investments prior to the receipt of the corresponding cash. However, because each Fund must meet the 90% distribution requirement to qualify as a regulated investment company, a Fund may have to dispose of its portfolio investments under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing the cash, to satisfy distribution requirements.

OPTIONS, FUTURES, AND SWAPS

A Lifecycle or Underlying Fund’s transactions in options contracts and futures contracts are subject to special provisions of the Code that, among other things, may affect the character of gains and losses realized by the Fund (that is, may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Fund and defer losses of the Fund. These rules (1) could affect the character, amount and timing of distributions to shareholders of a Fund, (2) could require the Fund to “mark to market” certain types of the positions in its portfolio (that is, treat them as if they were closed out) and (3) may cause the Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the 90% distribution requirement and the excise tax avoidance requirements described above. To mitigate the effect of these rules and prevent disqualification as a regulated investment company, each Fund seeks to monitor its transactions, seeks to make the appropriate tax elections and seeks to make the appropriate entries in each Fund’s books and records when it acquires any option, futures contract or hedged investment.

The federal income tax rules applicable to interest rate swaps, caps and floors are unclear in certain respects, and a Lifecycle or Underlying Fund may be required to account for these transactions in a manner that, in certain circumstances, may limit the degree to which it may utilize these transactions. Among other things, there is uncertainty concerning when income or loss is recognized for tax purposes and whether such income or loss is capital or ordinary. In addition, the application of the diversification tests described above with respect to such instruments is uncertain. As a result, any Fund investing in these instruments may limit and/or manage its holdings of these instruments in order to avoid disqualification of the Fund as a regulated investment company and to minimize the potential negative tax consequences to the Fund from a successful challenge by the IRS with respect to the Fund’s treatment of these instruments.

SHAREHOLDER TAXATION

The following discussion of certain federal income tax issues of shareholders of the Lifecycle Funds is a general and abbreviated summary based on tax laws and regulations in effect on the date of this SAI. Tax law is subject to change by legislative, administrative or judicial action. The following discussion relates solely to U.S. federal income tax law as applicable to U.S. taxpayers (e.g., U.S. residents and U.S. domestic corporations, partnerships, trusts or estates). The discussion does not address special tax rules applicable to certain classes of investors, such as qualified retirement accounts or trusts, tax-exempt entities, insurance companies, banks and other financial institutions or to non-U.S. taxpayers. Dividends, capital gain distributions, and ownership of or gains realized on the redemption (including an exchange) of the shares of a Fund may also be subject to state, local and foreign taxes. Shareholders should consult their own tax advisers as to the federal, state, local or foreign tax consequences of ownership of shares of, and receipt of distributions from, the Funds in their particular circumstances.

DISTRIBUTIONS

Distributions of a Lifecycle Fund’s investment company taxable income are taxable as ordinary income to shareholders to the extent of the Fund’s current or accumulated earnings and profits, whether paid in cash or reinvested in additional shares. Any distribution of a Fund’s net capital gain properly designated by a Fund as “capital gain dividends” is taxable to a shareholder as long-term capital gain regardless of a shareholder’s holding period for his, her or its shares and regardless of whether paid in cash or reinvested in additional shares. Distributions, if any, in excess of earnings and profits usually constitute a return of capital, which first reduces an investor’s tax basis in a Fund’s shares and thereafter (after such basis is reduced to zero) generally gives rise to capital gains. Shareholders electing to receive distributions in the form of additional shares have a cost basis for federal income tax purposes in each share so received equal to the amount of cash they would have received had they elected to receive the distributions in cash.

At the Trust’s option, the Trust may cause a Lifecycle Fund to retain some or all of its net capital gain for a tax year, but designate the retained amount as a “deemed distribution.” In that case, among other consequences, the Fund pays tax on the retained amount for the benefit of its shareholders, the shareholders are required to report their share of the deemed distribution on their tax returns as if it had been distributed to

TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds Statement of Additional Information | B-31

them, and the shareholders may report a credit for the tax paid thereon by the Fund. The amount of the deemed distribution net of such tax is added to the shareholder’s cost basis for his, her or its shares. Since the Trust expects a Lifecycle Fund to pay tax on any retained net capital gain at its regular corporate capital gain tax rate, and since that rate is in excess of the maximum rate currently payable by individuals on long-term capital gain, the amount of tax that individual shareholders are treated as having paid will exceed the amount of tax that such shareholders would be required to pay on the retained net capital gains. A shareholder that is not subject to U.S. federal income tax or tax on long-term capital gains should be able to file a return on the appropriate form or a claim for refund that allows such shareholder to recover the taxes paid on his, her or its behalf. In the event the Trust chooses this option on behalf of a Fund, the Trust must provide written notice to the shareholders prior to the expiration of 60 days after the close of the relevant tax year.

Any dividend declared by a Lifecycle Fund in October, November, or December of any calendar year, payable to shareholders of record on a specified date in such a month and actually paid during January of the following year, is treated as if it had been received by the shareholders on December 31 of the year in which the dividend was declared.

BUYING A DIVIDEND

An investor should consider the tax implications of buying shares just prior to a distribution. Even if the price of the shares includes the amount of the forthcoming distribution, the shareholder generally will be taxed upon receipt of the distribution and is not entitled to offset the distribution against the tax basis in his, her or its shares. In addition, an investor should be aware that, at the time he, she or it purchases shares of a Lifecycle Fund, a portion of the purchase price is often attributable to realized or unrealized appreciation in the Fund’s portfolio or undistributed taxable income of the Fund. Subsequent distributions from such appreciation or income may be taxable to such investor even if the net asset value of the investor’s shares is, as a result of the distributions, reduced below the investor’s cost for such shares, and the distributions in reality represent a return of a portion of the purchase price.

QUALIFIED DIVIDEND INCOME

Individual shareholders may be eligible to treat a portion of a Lifecycle Fund’s ordinary income dividends as “qualified dividend income” that is subject to tax at the same reduced maximum rates applicable to long-term capital gains; corporations are not eligible for the reduced maximum rates on qualified dividend income. The Trust must designate the portion of any of its distributions by a Fund that are eligible to be treated as qualified dividend income in a written notice within 60 days of the close of the relevant taxable year. In general, the maximum amount of distributions by a Fund that may be designated as qualified dividend income for that taxable year is the total amount of qualified dividend income received by that Fund during such year. If the qualified dividend income received by a Fund is equal to 95% (or a greater percentage) of the Fund’s gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by the Fund will be qualified dividend income. In order to constitute qualified dividend income to the Fund, a dividend must be received from a U.S. domestic corporation (other than dividends from tax-exempt corporations and certain dividends from real estate investment trusts and other regulated investment companies) or a qualified foreign corporation. In addition, the dividend must be paid in respect of the stock that has been held by the Fund, for federal income tax purposes, for at least 61 days during the 121-day period that begins 60 days before the stock becomes ex-dividend. In order to be eligible to treat a dividend from a Fund as qualified dividend income, individual shareholders must also meet the foregoing minimum holding period requirements with respect to their shares of the applicable Fund. These special rules relating to qualified dividend income apply to taxable years beginning before January 1, 2011. Without additional Congressional action, all of the Funds’ ordinary income dividends for taxable years beginning on or after such date will be subject to taxation at ordinary income rates.

DIVIDENDS-RECEIVED DEDUCTION

The Trust’s ordinary income dividends to corporate shareholders may, if certain conditions are met, qualify for the dividends-received deduction to the extent that the Trust has received qualifying dividend income during the taxable year; capital gain dividends distributed by the Trust are not eligible for the dividends-received deduction. In order to constitute a qualifying dividend, a dividend must be from a U.S. domestic corporation in respect of the stock of such corporation that has been held by the Funds, for federal income tax purposes, for at least 46 days during the 91-day period that begins 45 days before the stock becomes ex-dividend (or, in the case of preferred stock, 91 days during the 181-day period that begins 90 days before the stock becomes ex-dividend). The Trust must also designate the portion of any distribution that is eligible for the dividends-received deduction in a written notice within 60 days of the close of the relevant taxable year. In addition, in order to be eligible to claim the dividends-received deduction with respect to distributions from a Fund, corporate shareholders must meet the foregoing minimum holding period requirements with respect to their shares of the applicable Fund. If a corporation borrows to acquire shares of a Fund, it may be denied a portion of the dividends-received deduction it would otherwise be eligible to claim. The entire qualifying dividend, including the otherwise deductible amount, is included in determining the excess (if any) of a corporate shareholder’s adjusted current earnings over its alternative minimum taxable income, which may increase its alternative minimum tax liability. Additionally, any corporate shareholder should consult its tax adviser regarding the possibility that its basis in its shares may be reduced, for federal income tax purposes, by reason of “extraordinary dividends” received with respect to the shares, for the purpose of computing its gain or loss on redemption or other disposition of the shares.

GAINS AND LOSSES ON REDEMPTIONS

A shareholder generally recognizes taxable gain or loss on a sale or redemption (including by exercise of the exchange privilege) of his, her or its shares. The amount of the gain or loss is measured by the difference between the shareholder’s adjusted tax basis in his, her or its shares and the amount of the proceeds

B-32 | Statement of Additional Information TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds

received in exchange for such shares. Any gain or loss arising from (or, in the case of distributions in excess of earnings and profits, treated as arising from) the sale or redemption of shares generally is a capital gain or loss. This capital gain or loss normally is treated as a long-term capital gain or loss if the shareholder has held his, her or its shares for more than one year at the time of such sale or redemption; otherwise, it generally will be classified as short-term capital gain or loss. If, however, a shareholder receives a capital gain dividend with respect to any share of a Lifecycle Fund, and if the share is sold before it has been held by the shareholder for at least six months, then any loss on the sale or exchange of the share, to the extent of the capital gain dividend, is treated as a long-term capital loss.

In addition, all or a portion of any loss realized upon a taxable disposition of shares may be disallowed if other shares of the same Lifecycle Fund are purchased (including any purchase through a reinvestment of distributions from the Fund) within 30 days before or after the disposition. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Also, if a shareholder who incurred a sales charge on the acquisition of shares of a Fund sells his, her or its shares within 90 days of purchase and subsequently acquires shares of another Fund of the Trust on which a sales charge normally is imposed without paying such sales charge in accordance with the exchange privilege described in the Prospectuses, such shareholder will not be entitled to include the amount of the sales charge in his, her or its basis in the shares sold for purposes of determining gain or loss. In these cases, any gain on the disposition of the shares of the Fund is increased, or loss decreased, by the amount of the sales charge paid when the shares were acquired, and that amount will increase the adjusted basis of the shares of the Fund subsequently acquired.

LONG-TERM CAPITAL GAINS

In general, individual shareholders currently are subject to a maximum federal income tax rate of 15% (or 5% (0% for taxable years beginning after December 31, 2007) in the case of individual investors who are in the 10% or 15% tax bracket) on their net long-term capital gain (the excess of net long-term capital gain over net short-term capital loss) for a taxable year (including a long-term capital gain derived from an investment in the shares), while other income may be taxed at rates as high as 35%. This maximum federal income tax rate on long-term capital gains applies to taxable years beginning prior to January 1, 2011. Without additional Congressional action, the maximum rate of tax on long-term capital gains for taxable years beginning on or after January 1, 2011 will be 20% (or 10% in the case of individual investors who are in the 10% or 15% tax bracket). Corporate taxpayers currently are subject to federal income tax on net capital gain at the maximum 35% rate also applied to ordinary income. Tax rates imposed by states and local jurisdictions on capital gain and ordinary income may differ.

DEDUCTION OF CAPITAL LOSSES

Non-corporate shareholders with net capital losses for a year (i.e., capital losses in excess of capital gains) generally may deduct up to $3,000 of such losses against their ordinary income each year; any net capital losses of a non-corporate shareholder in excess of $3,000 generally may be carried forward and used in subsequent years as provided in the Code. Corporate shareholders generally may not deduct any net capital losses for a year, but may carryback such losses for three years or carry forward such losses for five years.

REPORTS TO SHAREHOLDERS

The Lifecycle Funds send to each of their shareholders, as promptly as possible after the end of each calendar year, a notice detailing, on a per share and per distribution basis, the amounts includible in such shareholder’s taxable income for such year as ordinary income (including any portion eligible to be treated as qualified dividend income or to be deducted pursuant to the dividends-received deduction) and as long-term capital gain. In addition, the federal tax status of each year’s distributions generally is reported to the IRS.

BACKUP WITHHOLDING

The Trust may be required to withhold U.S. federal income tax (“backup withholding”) from all distributions payable to: (1) any shareholder who fails to furnish the Funds with his, her or its correct taxpayer identification number or a certificate that the shareholder is exempt from backup withholding, and (2) any shareholder who is identified by the IRS in a notice to the Funds as having failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect. The backup withholding is not an additional tax and may be returned or credited against a taxpayer’s regular federal income tax liability if appropriate information is provided to the IRS.

SHARES HELD IN CERTAIN CUSTODY ACCOUNTS

Shares held in custody accounts as permitted by Code Sections 403(b)(7) and 408 (IRAs), are subject to special tax treatment. The federal income tax on earnings in such accounts is deferred, and there are restrictions on the amounts that can be distributed from such accounts without adverse federal income tax consequences for investors in such accounts. Distributions from such accounts may be subject to taxation as ordinary income in the year distributed and investors in such accounts may have to pay a penalty tax for certain distributions.

Shareholders invested through such accounts should consult their tax adviser or TIAA-CREF for more information.

BROKERAGE ALLOCATION

Each Lifecycle Fund will purchase and sell the principal portion of its portfolio securities (i.e., shares of the Underlying Funds) by dealing directly with the issuer – the Underlying Funds. As such, the Lifecycle Funds incur minimal brokerage commissions.

Advisors is responsible for decisions to buy and sell securities for the Underlying Funds as well as for selecting brokers and, where applicable negotiating the amount of the commission rate paid. It is the intention of Advisors to place brokerage orders with the objective of obtaining the best execution, which includes such factors as best price, research and available data. When purchasing or selling securities traded on the over-the-counter market, Advisors generally will execute the transactions with a

TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds Statement of Additional Information | B-33

broker engaged in making a market for such securities. When Advisors deems the purchase or sale of a security to be in the best interests of more than one Underlying Fund, it may, consistent with its fiduciary obligations, aggregate the securities to be sold or purchased. When Advisors deems the purchase or sale of a security to be in the best interests of an Underlying Fund, its personnel also may, consistent with their fiduciary obligations, decide to either buy or sell a particular security for the Fund at the same time as for other funds it may be managing, or that may be managed by its affiliate, Investment Management, another investment adviser subsidiary of TIAA. In that event, allocation of the securities purchased or sold, as well as the expenses incurred in the transaction, will be made in an equitable manner.

Domestic brokerage commissions are negotiated, as there are no standard rates. All brokerage firms provide the service of execution of the order made; some brokerage firms also provide research and statistical data, and research reports on particular companies and industries are customarily provided by brokerage firms to large investors. In negotiating commissions, consideration is given by Advisors to the quality of execution provided and to the use and value of the data. The valuation of such data may be judged with reference to a particular order or, alternatively, may be judged in terms of its value to the overall management of the portfolio. Currently, some foreign brokerage commissions are fixed under the local law and practice. There is, however, an ongoing trend to adopt a new system of negotiated commissions in many countries.

Transactions in fixed-income instruments with dealers generally involve spreads rather than commissions. That is, the dealer generally functions as a principal, generating income from the spread between the dealer’s purchase and sales prices, rather than as a broker, charging a proportional or fixed fee.

Advisors may place orders with brokers providing research and statistical data services even if lower commissions may be available from brokers not providing such services. When doing so, Advisors will determine in good faith that the commissions negotiated are reasonable in relation to the value of the brokerage and research provided by the broker viewed in terms of either that particular transaction or of the overall responsibilities of Advisors to the Underlying Funds and its other clients. In reaching this determination, Advisors will not necessarily place a specific dollar value on the brokerage or research services provided nor determine what portion of the broker’s compensation should be related to those services.

Research or services obtained for one Underlying Fund may be used by Advisors in managing other Underlying Funds and other investment company clients and advisory clients of Advisors. If such research or services are obtained for cash and not through the allocation of brokerage commissions, then the expenses incurred will be allocated equitably consistent with Advisors’ fiduciary duty to the other Underlying Funds. Research or services obtained for the Trust also may be used by personnel of Advisors in managing other investment company accounts, or by Investment Management for the CREF accounts. If such research or services are obtained for cash, the expenses incurred will be allocated in an equitable manner consistent with the fiduciary obligations of personnel of Advisors to the Trust.

Information about the amounts of commissions paid by the Underlying Funds is included in the SAI for the Underlying Funds.

DIRECTED BROKERAGE

In accordance with the 1940 Act, as amended, the Underlying Funds have adopted a policy prohibiting the Funds to compensate brokers or dealers for the sale or promotion of Fund shares by the direction of portfolio securities transactions for the Funds to such brokers or dealers. In addition, Advisors has instituted policies and procedures so that Advisors’ personnel do not violate this policy of the Underlying Funds.

LEGAL MATTERS

All matters of applicable state law pertaining to the Lifecycle Funds have been passed upon by George W. Madison, Executive Vice President and General Counsel of the Trust (and TIAA and CREF). Dechert LLP serves as legal counsel to the Funds and has provided advice to the Funds related to certain matters under the federal securities laws.

FINANCIAL STATEMENTS

No financial statements are available for the Lifecycle 2045 Fund, Lifecycle 2050 Fund and the Lifecycle Retirement Income Fund at this time because they are newly-operational.

B-34 | Statement of Additional Information TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds

APPENDIX A

TIAA-CREF POLICY STATEMENT ON CORPORATE GOVERNANCE

Table of Contents


B-35	I. Introduction: Historical Perspective

B-36	II. Shareholder Rights

B-36	III. Director Elections—Majority Voting

B-37	IV. The Board of Directors

B-37	V. Board Structure and Processes
B-37	A. Board Membership
B-38	B. Board Responsibilities
B-38	C. Board Operation and Organization

B-40	VI. Executive Compensation
B-41	A. Equity-Based Compensation
B-41	B. Perquisites
B-42	C. Supplemental Executive Retirement Plans
B-42	D. Executive Contracts


B-42	VII. TIAA-CREF Corporate Governance Program
B-42	A. Engagement Policy and Practices
B-42	B. Proxy Voting
B-43	C. Influencing Public Policy and Regulation
B-43	D. Divestment

B-43	VIII. International Governance

B-44	IX. Environmental and Social Issues

B-44	X. Securities Lending Policy

B-45	APPENDIX A: Proxy Voting Guidelines
B-45	Guidelines for Board-Related Issues
B-45	Guidelines for Other Governance Issues
B-46	Guidelines for Compensation Issues
B-47	Guidelines for Environmental and Social Issues

I. Introduction; Historical Perspective

The mission of Teachers Insurance and Annuity Association-College Retirement Equities Fund (TIAA-CREF) is to “forward the cause of education and promote the welfare of the teaching profession and other charitable purposes” by helping secure the financial future of our participants who have entrusted us with their retirement savings.

TIAA and CREF’s boards of trustees and management have developed investment strategies that are designed to accomplish this mission through a variety of asset classes and risk/reward parameters, including investments in the equity securities of domestic, international and emerging-market companies.

TIAA-CREF is a long-term investor. Whether our investment is in equity, debt, derivatives or other types of securities, we recognize our responsibility to monitor the activities of portfolio companies. We believe that sound governance practices and responsible corporate behavior contribute significantly to the long-term performance of public companies. Accordingly, our mission and fiduciary duty require us to monitor and engage with portfolio companies and to promote better corporate governance and social responsibility.

TIAA-CREF was one of the first institutional investors to engage with companies on issues of corporate governance. During the 1970s and 1980s, the governance movement focused primarily on the protection of shareholder interests in the context of takeovers and contests for control. TIAA-CREF took a leadership role in opposing abusive antitakeover provisions and management entrenchment devices such as dead-hand poison pills. During the 1990s and following the collapse of the bubble market, governance has focused on director independence, board diversity, board committee structure, shareholder rights, accounting for options and executive compensation disclosure. Most recently, TIAA-CREF has led the movement to establish majority voting in director elections, as set forth in this Policy Statement. Corporate governance standards and best practices are now recognized as an essential means to protect shareholder rights, ensure management and board accountability and promote maximum performance.

TIAA-CREF is also concerned about issues of corporate social responsibility, which we have been addressing for more than three decades. In the 1970s we were one of the first institutional investors to engage in dialogue with portfolio companies on issues of automotive safety in the United States and apartheid policies in South Africa. Since then we have maintained a strong commitment to responsible investing and good corporate citizenship. Recognizing that many of our participants have strong views on social issues, in 1990 we introduced the CREF Social Choice Account to provide an investment vehicle that gives special consideration to social concerns. The Account, which is screened using the KLD Broad Market Social Index, invests only in companies that meet specified environmental and social criteria.

In keeping with our mission and fiduciary duty, TIAA-CREF continues to establish policies and engage with companies on governance, environmental, social and performance issues. We believe that, consistent with their business judgment, companies and boards should: (i) pay careful attention to their governance, environmental and social practices; (ii) analyze the strategic impact of these issues on their business; and (iii) fully disclose their policies and decisions to shareholders. We expect boards and managers to engage constructively with us and other shareholders concerned about these issues.

TIAA-CREF recognizes that corporate governance standards must balance two goals — protecting the interests of shareholders while respecting the duty of boards and managers to direct and manage the affairs of the corporation. The corporate governance policies set forth in this Policy Statement seek to ensure board and management accountability, sustain a culture of integrity, contribute to the strength and continuity of corporate leadership and promote the long-term growth and profitability of the business enterprise. At the same time, these policies are designed to safeguard our rights as shareholders and provide an active and vigilant line of defense against fraud, breaches of integrity and abuses of authority.

This is the fifth edition of this Policy Statement, which is reviewed and revised periodically by the TIAA and CREF boards of trustees. The TIAA and CREF boards have delegated over-

TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds Statement of Additional Information | B-35


Appendix A \| TIAA-CREF Policy Statement on Corporate Governance	continued

sight of TIAA-CREF’s corporate governance program, including development and establishment of policies, to the joint Committee on Corporate Governance and Social Responsibility, which is composed of independent trustees. This edition reflects current developments in corporate governance, social and environmental policy, technology, market structure, globalization, cross-border and emerging-market investing and proxy voting. For example, this edition includes new voting guidelines and highlights certain recent watershed events in corporate governance such as (i) adoption of the majority voting standard for director elections; (ii) enhanced disclosure regarding executive compensation as required by new SEC rules; and (iii) evolving research on the economic impact of companies’ environmental and social practices.

Although many of the specific policies in this Statement relate primarily to companies incorporated in the United States, the underlying principles apply to all public companies in which TIAA-CREF invests throughout the world.

TIAA-CREF’s portfolio has become increasingly diversified internationally during the past decade. We have made substantial efforts to promote good corporate governance principles and practices at both the domestic and international levels.

TIAA-CREF believes that a company whose board and executive management adopt sound corporate governance principles will set the right “tone at the top” and thereby reinforce an ethical business culture governing all its dealings with customers, employees, regulators and the communities it serves. We view this Policy Statement as the basis for collaborative efforts by investors and companies to promote good corporate governance and to ensure that companies establish the right “tone at the top.”

This Policy Statement is intended to inform our clients and participants, portfolio companies, regulators, advocacy groups and other institutional investors about our governance policies. It serves as a basis for dialogue with boards of directors and senior managers. The Policy Statement is posted on our website (www.tiaa-cref.org).

II. Shareholder Rights

As owners of equity securities, shareholders rely primarily on a corporation’s board of directors to protect their interests. Unlike other groups that do business with the corporation (e.g., customers, suppliers and lenders), holders of common stock have no clear contractual protection of their interests. Instead, they place their trust in the directors, whom they elect, and use their right to vote at shareholder meetings o ensure the accountability of the board. We believe that the basic rights and principles set forth below should be guaranteed and should govern the conduct of every publicly traded company.


1.	Each Director Should Represent All Shareholders. Shareholders should have the right to expect that each director is acting in the interest of all shareholders and not that of a particular constituent, special interest group or dominant shareholder.

2.	One Share, One Vote. Shareholders should have the right to vote in proportion to their economic stake in the company. Each share of common stock should have one vote. The board should not create multiple classes of common stock with disparate or “super” voting rights, nor should it give itself the discretion to cap voting rights that reduce the proportional representation of larger shareholdings.

3.	Financial Equality. All shareholders should receive fair and equal financial treatment. We support measures designed to avoid preferential treatment of any shareholder.

4.	Confidential Voting. Shareholders should be able to cast proxy votes in a confidential manner. Tabulation should be conducted by an Inspector of Election who is independent of management. In a contest for control, it may be appropriate to modify confidentiality provisions in order to ensure the accuracy and fairness of the voting results.

5.	Vote Requirements. Shareholders should have the right to approve matters submitted for their consideration with a majority of the votes cast. The board should not impose super-majority vote requirements, except in unusual cases where necessary to protect the interests of minority shareholders. Abstentions should not be included in the vote tabulation, except for purposes of determining whether a quorum is present. Shareholder votes cast “for” or “against” a proposal should be the only votes counted.

	The board should not combine or “bundle” disparate issues and present them for a single vote. Shareholders should have the right to vote on each separate and distinct issue.

6.	Authorization and Issuance of Stock. Shareholders should have the right to approve the authorization of shares of common stock and the issuance of shares for corporate purposes in order to ensure that such actions serve a valid purpose and are consistent with shareholder interests.

7.	Antitakeover Provisions. Shareholders should have the right to approve any provisions that alter fundamental shareholder rights and powers. This includes poison pills and other antitakeover devices. We strongly oppose antitakeover plans that contain “continuing director” or “deferred redemption” provisions limiting the discretion of a future board to redeem the plan. We believe that antitakeover measures should be limited by reasonable expiration periods.

8.	State of Incorporation. Many states have adopted statutes that protect companies from takeovers, in some cases through laws that interfere with or dilute directors’ accountability to shareholders. We will not support proposals to reincorporate to a new domicile if we believe the primary objective is to take advantage of laws or judicial interpretations that provide antitakeover protection or otherwise reduce shareholder rights.

9.	Board Communication. Shareholders should have the ability to communicate with the board of directors. In accordance with SEC rules, companies should adopt and disclose procedures for shareholders to communicate their views and concerns directly to board members.

10.	Ratification of Auditors. Shareholders should have the right to vote annually on the ratification of auditors.

III. Director Elections — Majority Voting

As a matter of principle, TIAA-CREF endorses the majority vote standard in director elections, including the right to vote for,

B-36 | Statement of Additional Information TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds


Appendix A \| TIAA-CREF Policy Statement on Corporate Governance	continued

against or abstain on director candidates. We believe that the lack of majority voting reduces board accountability and causes shareholder activism to be confrontational and adversarial.

Developed markets outside the United States routinely mandate majority voting along with the right to vote against directors and to convene special meetings.

TIAA-CREF has long practiced an “engagement” model of shareholder activism, characterized by dialogue and private negotiation in our dealings with portfolio companies. We believe that majority voting increases the effectiveness of shareholder engagement initiatives and reduces the need for aggressive tactics such as publicity campaigns, proxy contests, litigation and other adversarial strategies that can be disruptive, time-consuming and costly.

The TIAA and CREF boards have adopted the following policy on director elections:

TIAA-CREF Policy on Director Elections


1.	Directors should be elected by a majority rather than a plurality of votes cast.*

2.	In the election of directors, shareholders should have the right to vote “for,” “against,” or “abstain.”

3.	In any election where there are more candidates on the proxy than seats to be filled, directors should be elected by a plurality of votes cast.*

4.	To be elected, a candidate should receive more votes “for” than “against” or “withhold,” regardless of whether a company requires a majority or plurality vote.

5.	Any incumbent candidate in an uncontested election who fails to receive a majority of votes cast should be required to tender an irrevocable letter of resignation to the board. The board should decide promptly whether to accept the resignation or to seat the incumbent candidate and should disclose the reasons for its decision.

6.	The requirement for a majority vote in director elections should be set forth in the company’s charter or bylaws, subject to amendment by a majority vote of shareholders.

7.	Where a company seeks to opt out of the majority vote standard, approval by a majority vote of shareholders should be required.

	*	Votes cast should include “withholds.” Votes cast should not include “abstains,” except that “abstains” should be counted as present for quorum.

IV. The Board of Directors

The board of directors is responsible for (i) overseeing the development of the corporation’s long-term business strategy and monitoring its implementation; (ii) assuring the corporation’s financial and legal integrity; (iii) developing compensation and succession planning policies; (iv) ensuring management accountability; and (v) representing the long-term interests of shareholders.

To fulfill these responsibilities, the board must establish good governance policies and practices. Good governance is essential to the board’s fulfillment of its duties of care and loyalty, which must be exercised in good faith. Shareholders in turn are obligated to monitor the board’s activities and hold directors accountable for the fulfillment of their duties.

Board committees play a critical governance role. Boards should constitute both standing and ad hoc committees to provide expertise, independent judgment and knowledge of shareholder interests in the specific disciplines they oversee. The full board should maintain overall responsibility for the work of the committees and for the long-term success of the corporation.

TIAA-CREF will closely monitor board performance, activities and disclosure. We will normally vote in favor of the board’s nominees. However, we will consider withholding or voting against an individual director, a committee chair, the members of a committee, or from the entire board in uncontested elections where our trustees conclude that directors’ qualifications or actions are questionable and their election would not be in the interests of shareholders. (See “Policy Governing Votes on Directors” below). In contested elections, we will vote for the candidates we believe will best represent the interests of shareholders.

V. Board Structure and Processes


	A. Board Membership

1.	Director Independence. The board should be composed of a substantial majority of independent directors. Director independence is a principle long advocated by TIAA-CREF that is now widely accepted as the keystone of good corporate governance.

	The definition of independence should not be limited to stock exchange listing standards. At a minimum, we believe that to be independent a director and his or her immediate family members should have no present or recent employment with the company, nor any substantial connection of a personal or financial nature other than ownership of equity in the company. Independence requirements should be interpreted broadly to ensure there is no conflict of interest, in fact or in appearance, that might compromise a director’s objectivity and loyalty to shareholders.

	An independent director should not provide services to the company or be affiliated with an organization that provides goods or services to the company if a disinterested observer would consider the relationship “substantial.” Director independence may sometimes be influenced by factors not subject to disclosure. Personal or business relationships, even without a financial component, can compromise independence. Boards should periodically evaluate the independence of each director based on all relevant information and should disclose their findings to shareholders.

2.	Director Qualifications. The board should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. The board should reflect a diversity of background and experience. As required by SEC rules for service on the audit committee, at least one director should qualify as a financial expert. All directors should be prepared to devote substantial time and effort to board duties, taking

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	into account their other professional responsibilities and board memberships.

3.	Director Election. TIAA-CREF believes that directors should be elected annually by a majority of votes cast, as discussed in Section III. The requirement for annual election and a majority vote in director elections should be set forth in the company’s charter or bylaws.

4.	Discretionary Broker Voting. TIAA-CREF supports the proposal by the New York Stock Exchange to amend NYSE Rule 452, thereby eliminating the practice of brokers voting “street name” shares for directors in the absence of instructions from their customers.

5.	Director Nomination and Access. As required by SEC regulations, boards should establish and disclose the process by which shareholders can submit nominations. TIAA-CREF believes that shareholders should have the right to submit resolutions asking companies to establish procedures and conditions for shareholders to place their director nominees on the company’s proxy and ballot.

6.	Director Stock Ownership. Directors should have a direct, personal and meaningful investment in the common stock of the company. We believe that stock ownership helps align board members’ interests with those of shareholders. The definition of a meaningful investment will vary depending on directors’ individual circumstances. Director compensation programs should include shares of stock or restricted stock. TIAA-CREF discourages stock options as a form of director compensation, as they are less effectively aligned with the long-term interests of shareholders.

7.	Director Education. Companies should encourage directors to attend education programs offered by the company as well as those offered externally. Directors should also receive training to increase their knowledge and understanding of the company’s businesses and operations. They should enroll in education programs to improve their professional competence and understanding of their responsibilities.

8.	Disclosure of Monetary Arrangements. Any monetary arrangements between the company and directors outside normal board activities should be approved by the board and disclosed to shareholders. Such monetary arrangements are generally discouraged, as they may compromise a director’s independence.

9.	Other Board Commitments. To ensure that directors are able to devote the necessary time and energy to fulfill their board responsibilities, companies should establish policies limiting the number of public company boards that directors may serve on. As recommended by listing rules, companies should disclose whether any audit committee member serves on the audit committees of three or more public companies.

	B. Board Responsibilities

1.	Monitoring and Oversight. In fulfilling its duty to monitor the management of the corporate enterprise, the board should: (i) be a model of integrity and inspire a culture of responsible behavior and high ethical standards; (ii) ensure that corporate resources are used only for appropriate business purposes; (iii) mandate strong internal controls, avoid conflicts of interest, promote fiscal accountability and ensure compliance with applicable laws and regulations; (iv) implement procedures to ensure that the board is promptly informed of any violations of corporate standards; (v) through the Audit Committee, engage directly in the selection and oversight of the corporation’s external audit firm; and (vi) develop, disclose and enforce a clear and meaningful set of corporate governance principles.

2.	Strategic Business Planning. The board should participate with management in the development of the company’s strategic business plan and should engage in a comprehensive review of strategy with management at least annually. The board should monitor the company’s performance and strategic direction, while holding management responsible for implementing the strategic plan.

3.	CEO Selection, Evaluation and Succession Planning. One of the board’s most important responsibilities is the selection, development and evaluation of executive leadership. Strong, stable leadership with proper values is critical to the success of the corporate enterprise. The board, with the active involvement of its compensation committee, should continuously monitor and evaluate the CEO and senior executives, and should establish a succession plan to develop executive talent and ensure continuity of leadership. The CEO evaluation process should be continuous and should be based on clearly defined corporate strategic goals as well as personal performance goals. Financial and nonfinancial metrics used to evaluate executive performance should be disclosed. Both the nominating and compensation committees, as discussed below, should participate in CEO evaluation and succession planning.

	The succession plan should identify high potential executives within the company and should provide them with a clear career development path. Effective succession planning should seek to develop senior managers capable of replacing the CEO whenever the need for change might occur.

4.	Equity Policy. The board should develop an equity policy that determines the proportion of the company’s stock to be made available for compensation and other purposes. The equity policy should be disclosed to shareholders in the Compensation Discussion and Analysis (CD&A). The policy should establish clear limits on the number of shares to be used for options and other forms of equity grants. The policy should set forth the goals of equity compensation and their links to performance.

	C. Board Operation and Organization

1.	Annual Elections. All directors should stand for election annually. A classified board structure, particularly in combination with takeover defenses such as a “poison pill” shareholder rights plan, can be a significant impediment to changes in control.

	Moreover, a classified board structure can limit a board’s ability to remove an underperforming director.

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2.	Board Size. The board should be large enough to provide expertise and diversity and allow key committees to be staffed with independent directors, but small enough to encourage collegial deliberation with the active participation of all members.

3.	Executive Sessions. The full board and each board committee should hold regular executive sessions at which no member of management is present. Executive sessions foster a culture of independence and provide opportunities for directors to engage in open discussion of issues that might be inhibited by the presence of management. Executive sessions can be used to evaluate CEO performance, discuss executive compensation and deal with internal board matters.

4.	Board Evaluation. The board should conduct an annual evaluation of its performance and that of its key committees. Evaluation criteria linked to board and committee responsibilities and goals should be set forth in the charter and governance policies. In addition to providing director orientation and education, the board should consider other ways to strengthen director performance, including individual director evaluations.

5.	Director Retirement Policy. Although TIAA-CREF does not support arbitrary limits on the length of director service, we believe boards should establish a formal director retirement policy. A director retirement policy can contribute to board stability, vitality and renewal.

6.	Indemnification and Liability. Directors should be fully accountable and should not be indemnified for fraud, gross negligence or failure to fulfill their duties of care and loyalty. Exclusive of such extreme conduct, it is appropriate for companies to indemnify directors for liability and legal expenses that arise in connection with their board service. Role of the Chairman. In the past, TIAA-CREF has not expressed a preference as to whether the positions of CEO and chairman should be separate or whether a lead or presiding director should be designated. However, in recent years public confidence in board independence has been undermined by an array of scandals, fraud, accounting restatements, options backdating, abuses in CEO compensation, perquisites and special privileges. These issues have highlighted the need for boards to be (and to be perceived as) fully independent, cost conscious, free of conflicts, protective of shareholder interests and capable of objectivity, toughness and independence in their oversight of executive management.

	For these reasons we recognize that separation of CEO and chair or appointment of a lead director may be appropriate in certain cases. Accordingly, although we do not have a strict policy, we will generally support appointment of a lead director in cases where the roles of CEO and board chair are not separate.

	Committee Structure. Under existing regulations, boards are required to establish three standing committees — an audit committee, a compensation committee and a nominating/governance committee — all composed exclusively of independent directors. The credibility of the board will depend in large part on the vigorous demonstration of independence by these standing committees.

	Boards should also establish additional committees as needed to fulfill their duties. These may include executive, corporate governance, finance, technology, investment, customers and product, operations and human resources committees. Each board committee should adopt and disclose to shareholders a charter that clearly sets forth its responsibilities.

	Each committee should have the power to hire independent experts and advisors.

	Each committee should report to the full board on the issues and decisions for which it is responsible.

	Whenever a company is the subject of a shareholder engagement initiative or resolution, the appropriate committee should review the matter and the proposed management response.

• Compensation Committee

The Compensation Committee, composed of independent directors, is responsible for oversight of the company’s compensation and benefit programs, including performance-based plans and policies that attract, motivate, retain and incentivize executive leadership to create long-term shareholder value. Committee members should have an understanding of competitive compensation and be able to critically compare the company’s plans and practices to those offered by the company’s peers. Committee members should be independent-minded, well informed, capable of dealing with sensitive decisions and scrupulous about avoiding conflicts of interest. Committee members should understand the relationship of individual components of compensation to total compensation.

The Compensation Committee should be substantively involved in the following activities:


	•	Establishing goals and evaluating the performance of the CEO and executive management against those goals;

	•	Determining the compensation of the CEO and executive management and recommending it to the board for approval;

	•	Reviewing and approving the company’s compensation policies;

	•	Ensuring that a strong executive team is in place;

	•	Working closely with the Corporate

		Governance/Nominating Committee to ensure continuity of leadership and effective succession planning;

	•	Ensuring the consistency of pay practices at all levels throughout the company;

	•	Establishing clear compensation metrics and practical incentives that will motivate superior executive performance while avoiding waste and excess, particularly in deferred compensation and perquisites; and

	•	Ensuring that the company’s compensation disclosures meet SEC requirements and explain clearly to investors how pay and performance are linked.

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The Compensation Committee may retain independent consultants to provide technical advice and comparative pay data. However, survey-based information is only one of many factors guiding compensation and should be evaluated carefully in the context of each company’s circumstances and business goals. The Compensation Committee should be responsible for defining the scope of the consultant’s engagement, including pay. In accordance with new SEC rules, the nature and scope of the consultant’s work should be disclosed to shareholders. The Compensation Committee is responsible for preparing the annual Compensation Committee Report and should participate substantively in the preparation of management’s Compensation Discussion and Analysis (CD&A). These reports should describe each element of the compensation program and should include sufficient detail relating to the program’s rationale, goals and metrics to enable shareholders to understand how compensation is intended to work, what it costs, how it is linked to the company’s performance and how it will create long-term value.

• Audit Committee

The Audit Committee oversees the company’s accounting, compliance and risk management practices. It is responsible for ensuring the financial integrity of the business. The Audit Committee operates at the intersection of the board, management, independent auditors and internal auditors. It has sole authority to hire and fire the corporation’s independent auditors and to set and approve their compensation.

The Audit Committee should:


	•	Ensure that the auditor’s independence is not compromised by any conflicts;

	•	Establish limits on the type and amount of nonaudit services that the audit firm may provide to the company;

	•	Require periodic submission of the audit contract to competitive bids; and

	•	Limit the company’s hiring of employees from the audit firm consistent with legal requirements and be promptly informed when such hiring occurs.

In addition to selecting the independent auditors and ensuring the quality and integrity of the company’s financial statements, the Audit Committee is responsible for the adequacy and effectiveness of the company’s internal controls and the effectiveness of management’s processes to monitor and manage business risk. The internal audit team should report directly to the Audit Committee.

The Audit Committee should also develop policies and establish the means to monitor the company’s compliance with ethical, legal and regulatory requirements.

The Audit Committee should establish procedures for employees to communicate directly and confidentially with its members.

• Corporate Governance/Nominating Committee

The Corporate Governance/Nominating Committee oversees the company’s corporate governance practices and the selection and evaluation of directors. The committee is responsible for establishing board structure and governance policies that conform to regulatory and exchange listing requirements and standards of best practice.

The committee’s duties include:


	•	Development of the company’s corporate governance principles and committee charters;

	•	Oversight of director selection, qualifications, training, compensation and continuing education;

	•	Evaluation of director nominees;

	•	Determination of board and committee size, structure, composition and leadership;

	•	Periodic evaluation of board and committee effectiveness and director independence;

	•	Establishment of procedures for communication with shareholders;

	•	Working with the Compensation Committee to establish succession planning; and

	•	Disclosure of these matters to shareholders.

VI. Executive Compensation

As described above, the board, through its Compensation Committee, is responsible for ensuring that a compensation program is in place which will attract, retain and incentivize executive management to strengthen performance and create long-term value for shareholders. The Committee, along with executive management, is responsible for providing shareholders with a detailed explanation of the company’s compensation program, including the individual components of the program, through disclosure in the Compensation Discussion and Analysis (CD&A) and the board Compensation Committee Report. The compensation program should comply with the Compensation Committee’s equity policy and should reflect an understanding of the total cost of executive compensation to shareholders.

In pursuit of these goals, the board should ensure that compensation plans include performance measures aligned with the company’s short- and long-term strategic objectives. The Compensation Committee should ensure that the CD&A provides shareholders with a clear and comprehensive explanation of the company’s compensation program, including the design, metrics, structure and goals of the program.

Because TIAA-CREF is a long-term investor, we support compensation policies that promote and reward creation of long-term shareholder value. In our review of compensation plans, we will assess the performance objectives established by compensation committees and the linkage of compensation decisions to the attainment of those objectives.

Executive compensation should be based on the following principles:


1.	Compensation plans should encourage employees to increase productivity, meet competitive challenges and achieve performance goals that will lead to the creation of long-term shareholder value.

2.	Compensation should be objectively linked to appropriate measures of company performance, such as earnings, return on capital or other relevant financial or operational parameters that are affected by the decisions of the executives being compensated.

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3.	Compensation should include cash, equity and long-term incentives as appropriate to meet the company’s competitive and business goals.

4.	Compensation plans should be based on a performance measurement cycle that is consistent with the business cycle of the corporation.

5.	Compensation levels and incentives should be based on each executive’s responsibilities and achievements as well as overall corporate performance.

6.	In addition to being performance based, executive compensation should be reasonable by prevailing industry standards, appropriate to the company’s size and complexity, and fair relative to pay practices throughout the company.

7.	While Compensation Committees should consider comparative industry pay data, it should be used with caution.

8.	Surveys that call for use of stock options inconsistent with the board’s equity policy or clearly in excess of levels that can be justified to shareholders should be disregarded.

9.	Compensation Committees should work only with consultants that are independent of management.

10.	Consistent with SEC requirements, the CD&A should provide shareholders with a plain English narrative analysis of the data that appear in the compensation tables. The CD&A should explain the compensation program in sufficient detail to enable a reasonable investor to calculate the total cost and value of executive compensation, to understand its particular elements, metrics and links to performance, and to evaluate the board’s and executive management’s underlying compensation philosophy, rationale and goals.

11.	Companies should disclose and explain the reasons for any differences in the peer group of companies used for strategic and business purposes and the peer group used for compensation decisions.

12.	Compensation plans and policies should specify conditions for the recovery (clawback) of incentive or equity awards based upon reported results that have been subsequently restated and that have resulted in unjust enrichment of named executive officers.

	A. Equity-Based Compensation

	Oversight of Equity-Based Plans

While equity-based compensation can offer great incentives to management, it can also have great impact on shareholder value. The need for directors to monitor and control the use of equity in executive compensation, particularly stock options, has increased in recent years. Amended rules requiring companies to account for the cost of stock options as an expense on grant date provide an incentive for companies to exercise restraint in the use of options. SEC disclosure guidelines should further deter excesses in equity plans. However, in all cases it is the board of directors that is responsible for oversight of the company’s equity compensation programs and for the adequacy of their disclosure.

Composition of Equity-Based Plans

In general, equity-based compensation should be based upon the following principles:


1.	The use of equity in compensation programs should be determined by the board’s equity policy. Dilution of shareholder equity should be carefully considered and managed, not an unintended consequence.

2.	As required by exchange listing standards, all plans that provide for the distribution of stock or stock options should be submitted to shareholders for approval.

3.	Equity-based plans should take a balanced approach to the use of restricted stock and option grants. Restricted stock, which aligns the interests of executives with shareholders, permits the value to the recipient and the cost to the corporation to be determined easily and tracked continuously.

4.	Equity-based plans should be judicious in the use of stock options. When used inappropriately, option grants can provide incentives for management to focus on the company’s short-term stock price rather than long-term performance.

5.	When stock options are awarded, a company should consider: (i) performance-based options which set performance hurdles to achieve vesting; (ii) premium options with vesting dependent on a predetermined level of stock appreciation; or (iii) indexed options with a strike price tied to an index.

6.	Equity-based plans should specifically prohibit “mega grants,” defined as grants to executives of stock options whose value at the time of the grant exceeds a reasonable multiple of the recipient’s total cash compensation.

7.	Equity-based plans should establish minimum vesting requirements and avoid accelerated vesting.

8.	Companies should support requirements for stock obtained through exercise of options to be held by executives for substantial periods of time, apart from partial sales permitted to meet tax liabilities caused by such exercise. Companies should establish holding periods commensurate with pay level and seniority.

9.	Companies should require and specify minimum executive stock ownership requirements for directors and company executives.

10.	Backdating of option grants should be prohibited. Issuance of stock or stock options timed to take advantage of nonpublic information with short-term implications for the stock price should also be prohibited.

11.	Consistent with SEC guidelines, companies should fully disclose the size of equity grants, their estimated value to recipients and their current and projected cost to the company. Performance goals and hurdle rates should be transparent. Disclosure should include plan provisions that could have a material impact on the number and value of the shares distributed.

12.	Disclosure should include information about the extent to which individual managers have hedged or otherwise reduced their exposure to changes in the company’s stock price.

	B. Perquisites

When awarding perquisites to senior executives, the board should be guided by the same principles of reasonableness, fair-

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ness, equity and transparency that govern other components of compensation plans. Perquisites can be overly complex, with potential for unintended and excessive value transfer to management and unanticipated costs and public relations problems for the company. Perquisites may be needed for purposes of executive security or efficiency, which should be disclosed. In principle, however, boards should minimize perquisites and give priority to other forms of compensation.

C. Supplemental Executive Retirement Plans

Supplemental executive retirement plans (SERPs) may be used to supplement “qualified” pension entitlements, but should be reasonable and should not enhance retirement benefits excessively. When designing SERPs, compensation committees should consider the value of SERP programs as part of an executive’s total compensation package. They should also be sensitive to issues of internal pay equity. The following principles should guide the development of SERPs:


1.	The eligibility requirements and terms of SERPs to named executive officers should be fully disclosed.

2.	The value of the supplemental payment to which each named executive officer is entitled and the total cost of all supplemental plan obligations should be estimated and disclosed.

3.	“Constructive credit” may be used to replicate full service credit, but should not exceed it.

4.	Lump-sum distributions of SERPs may be appropriate in some circumstances. The discount rate used to calculate the lump-sum value of the pension entitlement should approximate the reinvestment rate available at retirement and should be disclosed.

D. Executive Contracts

Overly generous executive employment contracts, retention agreements and severance arrangements can result in excessive wealth transfer and expose the company to liability and unintended costs. The terms of contracts with named executive officers should be disclosed in detail with an estimation of their total cost. Companies should avoid providing by contract excessive perquisites either during employment or in the post-retirement period. Severance agreements should avoid payments to executives when they are terminated for misconduct, gross mismanagement or other reasons constituting a “for cause” termination. As in other areas, reasonableness, competitive practice and full disclosure are requirements, and such contracts should be in the best interest of the company and its shareholders.

VII. TIAA-CREF Corporate Governance Program

TIAA-CREF’s corporate governance program is based on our mission to help secure the long-term financial future of our participants. Consistent with this mission and our fiduciary duty to our participants, TIAA-CREF is committed to engagement with portfolio companies for the purpose of creating economic value, improving long-term performance and reducing financial and reputational risks.

A. Engagement Policy and Practices

Our preference is to engage privately with portfolio companies when we perceive shortcomings in their governance (including environmental and social issues) or their performance. This strategy of “quiet diplomacy” reflects our belief that informed dialogue with board members and senior executives, rather than public confrontation, will most likely lead to a mutually productive outcome.

TIAA-CREF’s Corporate Governance Group administers a program of active monitoring and engagement with portfolio companies under the auspices of the standing trustee Committees on Corporate Governance and Social Responsibility.

We target portfolio companies for engagement based on research and evaluation of their governance and performance. Governance reviews are supplemented by analysis of companies’ financial condition and risk profile conducted in conjunction with our Asset Management Group.

In prioritizing issues for engagement, we take into account their materiality, their potential impact on TIAA-CREF’s investment performance, their relevance to the marketplace, the level of public interest, the applicability of our policies, the views of TIAA-CREF’s participants and institutional clients and the judgment of our trustees.

Our preference is for constructive engagement strategies that can utilize private communication, minimize confrontation and attain a negotiated settlement. While quiet diplomacy remains our core strategy, particularly for domestic companies, TIAA-CREF’s engagement program involves many different activities and initiatives, including the following:


	•	submit shareholder resolutions

	•	withhold or vote against one or more directors

	•	request other investors to support our initiative

	•	engage in public dialogue and commentary

	•	conduct a proxy solicitation

	•	engage in collective action with other investors

	•	support an election contest or change of control transaction

	•	seek regulatory or legislative relief

	•	commence or support litigation

	•	pursue other enforcement or compliance remedies

B. Proxy Voting

Proxy voting is a key component of TIAA-CREF’s oversight and engagement program. It is our primary method for exercising our shareholder rights and influencing the behavior of portfolio companies. TIAA-CREF commits substantial resources to making informed voting decisions in furtherance of our mission and in compliance with the securities laws and other applicable regulations.

TIAA-CREF’s voting policies, established by the trustees and set forth in this Policy Statement (Appendix A), are administered on a case-by-case basis by the staff of our Corporate Governance Group. The staff has access to research reports from third-party advisory firms, seeks input from our Asset Management Group and, where appropriate, confers directly with trustees. Annual

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disclosure of our proxy votes is available on our website and on the website of the Securities and Exchange Commission.

C. Influencing Public Policy and Regulation


1.	TIAA-CREF periodically publishes its policies on corporate governance, shareholder rights, social responsibility and related issues. These policies inform portfolio companies and provide the basis for our engagement activities.

2.	TIAA-CREF participates in the public debate over issues of corporate governance and responsible corporate behavior in domestic and international markets.

3.	TIAA-CREF participates in membership organizations and professional associations that seek to promote good corporate governance and protect shareholder rights.

4.	TIAA-CREF sponsors research, hosts conferences and works with regulators, legislators, self-regulatory organizations, and other institutional investors to educate the business community and the investing public about governance and shareholder rights.

5.	TIAA-CREF submits written comments on regulatory proposals and testifies before various governmental bodies, administrative agencies and self-regulatory organizations.

6.	TIAA-CREF participates in corporate governance conferences and symposia in the United States and abroad.

D. Divestment

TIAA-CREF is committed to engagement with companies rather than divestment of their securities. This policy is a matter of principle that is based on several considerations: (i) divestment would eliminate our standing and rights as a shareholder and foreclose further engagement; (ii) divestment would be likely to have negligible impact on portfolio companies or the market; (iii) divestment could result in increased costs and short-term losses; and (iv) divestment could compromise our investment strategies and negatively affect our performance. In addition, divestment is not an option in segments of our portfolio that track market indices, as we are required to invest in all companies included in an index. For these reasons, we believe that divestment does not offer TIAA-CREF an optimal strategy for changing the policies and practices of portfolio companies, nor is it the best means to produce long-term value for our participants.

As a matter of general investment policy, TIAA-CREF’s trustees and its Asset Management Group may consider divesting or underweighting a company’s stock from actively managed accounts in cases where they conclude that the financial or reputational risks from a company’s policies or activities are so great that continued ownership of its stock is no longer prudent.

VIII. International Governance

With an increasing share of our assets invested in equities of companies listed on foreign markets and with international holdings in over 50 countries, TIAA-CREF is recognized as one of the most influential investors in the world. We have a long history of acting on behalf of our participants to improve corporate governance standards globally. Our international governance activities, like our domestic program, are designed to protect our investments, reduce risk and increase shareholder value. We focus our governance efforts in those foreign markets where we currently have, or expect to have in the future, significant levels of capital at risk.

We believe that no matter where a company is located, once it elects to access capital from the public it becomes subject to basic principles of corporate governance. We recognize that companies outside the United States are subject to different laws, standards and customs. We are mindful that cultural differences must be respected. At the same time, we recognize our responsibility to promote global governance standards that help strengthen shareholder rights, increase accountability and improve the performance of portfolio companies.

TIAA-CREF has endorsed many of the governance standards of international associations and shareholder organizations. We agree with the widely-held view that harmonization of international governance principles and standards of best practice is essential to achieve efficiency in the global capital markets. Accordingly, our governance initiatives in less developed countries seek to deal with the following problems:


	•	Listed companies dominated by controlling shareholders often blend characteristics of private and public companies, giving management and insiders too much power and shareholders too little.

	•	Foreign governments retain ownership in many local listed companies and exercise special powers that interfere with capital market efficiency.

	•	Shareholder rights are not fully developed in many countries, increasing investment risk.

	•	Legal and regulatory systems are still underdeveloped and means of enforcement can often be lacking.

	•	Basic governance standards of board accountability and independence, full and timely disclosure and financial transparency are in many cases still only aspirational.

	•	Operational inefficiencies such as share blocking and clustering of shareholder meetings impede investor communications and proxy voting.

	•	Ambivalence about shareholder activism, control contests and takeover bids undermines management accountability and market vitality.

TIAA-CREF’s international governance program involves both engagement with targeted portfolio companies and broad-based initiatives, often in conjunction with global governance organizations. We are willing to form strategic partnerships and collaborate with other institutional investors to increase our influence in foreign markets. We support regional efforts initiated by investor groups to improve local governance practices in line with global standards. We sponsor academic research, surveys and other activities that we believe will contribute to positive developments regionally.

In addition to maintaining a leadership role as an advocate for shareholder rights and good governance globally, TIAA-CREF is committed to voting our shares in international companies. Our trustees regularly update our international proxy voting policies and guidelines as new developments occur in the various mar-

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kets. Our Proxy Voting Group is familiar with voting procedures in every country where we invest. We promote reforms needed to eliminate cross-border voting inefficiencies and to improve the mechanics of proxy voting globally.

We believe that basic corporate disclosure and proxy voting standards applicable to all public companies around the world should include the following:


	•	The one-share, one-vote principle should apply to all publicly traded companies to ensure that shareholders’ voting power is aligned with their economic interest.

	•	Voting caps and super voting rights should be eliminated.

	•	Companies should treat all shareholders equally, equitably and fairly to ensure that minority and foreign shareholders are protected and that government-controlled securities are not given special rights.

	•	Companies should distribute disclosure documents in a timely fashion, preferably no less than 28 days before shareholder meetings so that international investors can make informed voting decisions and have sufficient time to vote their shares.

	•	Annual meeting agendas and disclosure documents should be published in English whenever a company has substantial international ownership.

	•	Companies should work to achieve transparency through disclosure and accounting practices that are acceptable under international governance and accounting standards.

	•	Companies should provide information on director qualifications, independence, affiliations, related party transactions, executive compensation, conflicts of interest and other relevant governance information.

	•	Shareholders should be able to vote their shares without impediments such as share blocking, beneficial owner registration, voting by show of hands or other unreasonable requirements.

	•	Shareholders should have the right to vote on separate and distinct issues; companies should not bundle disparate proposals.

	•	Voting results should be disclosed promptly after shareholder meetings and procedures should be available to audit and verify the outcome.

	•	Shareholders should receive confirmation that their votes have been received and tabulated.

	•	In addition, preemptive rights may have distinct value to shareholders in jurisdictions outside of the United States. For domestic companies, TIAA-CREF does not object to the elimination of preemptive rights, which can impede a company’s ability to raise capital efficiently.

IX. Environmental and Social Issues

TIAA-CREF recognizes that as a matter of good corporate governance and from the perspective of shareholder value, boards should carefully consider the strategic impact of issues relating to the environment and social responsibility. There is a growing body of research examining the economic consequences of companies’ efforts to promote good environmental and social practices. We support companies’ efforts to evaluate the strategic relevance of these factors, including their impact on business risk, reputation, competitive position and opportunities for growth.

TIAA-CREF believes that companies and boards should exercise diligence in their consideration of environmental and social issues, analyze the strategic and economic questions they raise and disclose their environmental and social policies and practices. Directors should encourage dialogue on these issues between the company and its investors, employees, customers, suppliers and the larger community. The goal of our policy is to ensure that the board and management include environmental and social responsibility in their business planning and that they disclose relevant information and decisions to shareholders.

While our policies are not intended to be prescriptive, we believe that companies and boards should pay careful attention to the following issues in the course of their strategic planning:


	•	Environment: the short-term and long-term impact of the company’s operations and products on the local and global environment.

	•	Human Rights: the company’s labor and human rights policies and practices and their applicability through the supply and distribution chains.

	•	Diversity: the company’s efforts to promote equal employment opportunities and fair treatment for all segments of the populations it serves.

	•	Product Responsibility: the company’s attention to the safety and potential impact of its products and services.

	•	Society: the company’s diligence in reviewing all its activities to ensure they do not negatively affect the common good of the communities in which it operates.

Our guidelines for voting on some of the more common environmental and social resolutions are set forth in the Voting Guidelines included in Appendix A.

X. Securities Lending Policy

TIAA-CREF believes that as a matter of good corporate governance shareholders have a responsibility to exercise their ownership rights with diligence and care. At the same time, however, institutional investors have a fiduciary duty to generate optimal financial returns for their beneficiaries. Balancing these two responsibilities — acting as responsible owners while maximizing value — can create a dilemma for institutional investors in choosing between short-term and long-term strategies. Stock lending practices can create such a potential conflict — whether to recall loaned stock in order to vote, or not to recall in order to preserve lending fee revenue.

To address these issues, TIAA-CREF has developed a securities lending policy governing its practices with respect to stock lending and proxy voting. The policy delineates the factors to be considered in determining when we should lend shares and when we should recall loaned shares in order to vote them.

Even after we lend the securities of a portfolio company, we continue to monitor whether income from lending fees is of greater value than the voting rights that have passed to the borrower. Using the factors set forth in our policy, we conduct an

B-44 | Statement of Additional Information TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds


Appendix A \| TIAA-CREF Policy Statement on Corporate Governance	continued

analysis of the relative value of lending fees versus voting rights in any given situation. We will recall shares when we believe the exercise of voting rights may be necessary to maximize the long-term value of our investments despite the loss of lending fee revenue.

Our Asset Management and lending staff, in consultation with our governance staff, are responsible for analyzing these issues, conducting the cost/benefit analysis and making determinations about restricting, lending and recalling securities consistent with this policy.

APPENDIX A: PROXY VOTING GUIDELINES

TIAA-CREF Proxy Voting Guidelines

TIAA-CREF’s voting practices are guided by our mission and fiduciary duty to our participants. As indicated in this Policy Statement, we monitor portfolio companies’ governance, social and environmental practices to ensure that boards consider these factors in the context of their strategic deliberations.

The following guidelines are intended to assist portfolio companies, participants and other interested parties in understanding how TIAA-CREF is likely to vote on governance, compensation, social and environmental issues. The list is not exhaustive and does not necessarily represent how TIAA-CREF will vote at any particular company. In deciding how to vote, the Corporate Governance staff takes into account many factors, including input from our Asset Management Group and third-party research. We consider specific company context, including governance practices and financial performance. It is our belief that a one-size-fits-all approach to proxy voting is not appropriate.

We establish voting policies with respect to both management proposals and shareholder resolutions. Our proxy voting decisions with respect to shareholder resolutions may be influenced by several additional factors: (i) whether the shareholder resolution process is the appropriate means of addressing the issue; (ii) whether the resolution promotes good corporate governance and is related to economic performance and shareholder value; and (iii) whether the information and actions recommended by the resolution are reasonable and practical. In instances where we agree with the concerns raised by proponents but do not believe that the policies or actions requested are appropriate, TIAA-CREF will generally abstain on the resolution.

Where appropriate, we will accompany our vote with a letter of explanation.

Guidelines for Board-Related Issues

Policy Governing Votes on Directors:

TIAA-CREF will consider withholding or voting against some or all directors in the following circumstances:


	•	When TIAA-CREF trustees conclude that the actions of directors are unlawful, unethical, negligent, or do not meet fiduciary standards of care and loyalty, or are otherwise not in the best interest of shareholders. Such actions would include: issuance of backdated or spring loaded options, excessively dilutive equity grants, egregious compensation practices, unequal treatment of shareholders, adoption of inappropriate antitakeover devices, unjustified dismissal of auditors.

	•	When directors have failed to disclose, resolve or eliminate conflicts of interest that affect their decisions.

	•	When less than a majority of the company’s directors are independent, by TIAA-CREF standards of independence.

In cases where TIAA-CREF decides to withhold or vote against the entire board of directors, we will also abstain or vote against a provision on the proxy granting discretionary power to vote on “other business” arising at the shareholders meeting.

Majority Vote for the Election of Directors:

General Policy: As indicated in Section III of this Policy Statement, TIAA-CREF will generally support shareholder resolutions asking that companies amend their governance documents to provide for director election by majority vote.

Proxy Access Proposals:

General Policy: TIAA-CREF will generally support shareholder resolutions seeking to establish reasonable conditions and procedures for shareholders to include their director candidates on a company’s proxy and ballot.

Reimbursement of Expenses for Dissident Shareholder Nominees:

General Policy: TIAA-CREF will consider on a case-by-case basis shareholder resolutions asking that the company reimburse certain expenses related to the cost of dissident short-slate director campaigns or election contests.

Annual Election of Directors:

General Policy: TIAA-CREF will generally support shareholder resolutions asking that each member of the board stand for reelection annually.

Cumulative Voting:

General Policy: TIAA-CREF will generally not support proposals asking that shareholders be allowed to cumulate votes in director elections, as this practice may encourage the election of “special interest” directors.

Guidelines for Other Governance Issues

Separation of Chairman and Chief Executive Officer:

General Policy: TIAA-CREF will consider on a case-by-case basis shareholder resolutions seeking to separate the positions of CEO and board chair or to appoint a lead director. We will generally support such resolutions when a company’s corporate governance practices or financial performance are deficient.

Ratification of Auditor:

General Policy: TIAA-CREF will generally support the board’s choice of auditor. However, TIAA-CREF will consider voting against the ratification of an audit firm where nonaudit fees are excessive, where the firm has been involved in conflict of interest or fraudulent activities in connection with the company’s audit, or where the auditors’ independence is questionable.

TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds Statement of Additional Information | B-45


Appendix A \| TIAA-CREF Policy Statement on Corporate Governance	continued

Supermajority Vote Requirements:

General Policy: TIAA-CREF will generally support shareholder resolutions asking for the elimination of supermajority vote requirements.

Dual-Class Common Stock and Unequal Voting Rights:

General Policy: TIAA-CREF will generally support shareholder resolutions asking for the elimination of dual classes of common stock with unequal voting rights or special privileges.

Antitakeover Devices (Poison Pills):

General Policy: TIAA-CREF will consider on a case-by-case basis proposals relating to the adoption or rescision of anti-takeover devices with attention to the following criteria:


	•	Whether the company has demonstrated a need for antitakeover protection;

	•	Whether the provisions of the device are in line with generally accepted governance principles;

	•	Whether the company has submitted the device for shareholder approval;

	•	Whether the proposal arises in the context of a takeover bid or contest for control.

TIAA-CREF will generally support shareholder resolutions asking to rescind or put to a shareholder vote antitakeover devices that were adopted without shareholder approval.

Reincorporation:

General Policy: TIAA-CREF will generally vote against management proposals asking shareholders to approve reincorporation to a new domicile if we believe the objective is to take advantage of laws or judicial interpretations that provide anti-takeover protection or otherwise reduce shareholder rights.

Guidelines for Compensation Issues

Equity-Based Compensation Plans:

General Policy: TIAA-CREF will review equity-based compensation plans on a case-by-case basis, giving closer scrutiny to companies where plans include features that are not performance-based or where total potential dilution from equity compensation exceeds 10%.

Comment: TIAA-CREF understands that companies need to attract and retain capable executives in a competitive market for executive talent. We take competitive factors into consideration whenever voting on matters related to compensation, particularly equity compensation. As a practical matter, we recognize that more dilutive broad-based plans may be appropriate for human-capital intensive industries and for small- or mid-capitalization firms and start-up companies.

Red Flags:


	•	Excessive Equity Grants: TIAA-CREF will examine a company’s past grants to determine the rate at which shares are being issued. We will also seek to ensure that equity is being offered to more than just the top executives at the company. A pattern of excessive grants can indicate failure by the board to properly monitor executive compensation and its costs.

	•	Lack of Minimum Vesting Requirements: TIAA-CREF believes that companies should establish minimum vesting guidelines for senior executives who receive stock grants. Vesting requirements help influence executives to focus on maximizing the company’s long-term performance rather than managing for short-term gain.

	•	Undisclosed or Inadequate Performance Metrics: TIAA-CREF believes that performance goals for equity grants should be disclosed meaningfully. Performance hurdles should not be too easily attainable. Disclosure of these metrics should enable shareholders to assess whether the equity plan will drive long-term value creation.

	•	Insufficient Executive Stock Ownership: TIAA-CREF supports equity ownership requirements for senior executives and directors. Whether or not equity is a significant portion of compensation, sufficient stock ownership should be required to align executives’ and board members’ interests with those of shareholders.

	•	Reload Options: TIAA-CREF will generally not support “reload” options that are automatically replaced at market price following exercise of initial grants. Reload options can lead to excessive dilution and overgenerous benefits and allow recipients to lock in increases in stock price that occur over the duration of the option plan with no attendant risk.

	•	Mega Grants: TIAA-CREF will generally not support mega grants. A company’s history of such excessive grant practices may prompt TIAA-CREF to vote against the stock plans and the directors who approve them. Mega grants include equity grants that are excessive in relation to other forms of compensation or to the compensation of other employees and grants that transfer disproportionate value to senior executives without relation to their performance.

	•	Undisclosed or Inappropriate Option Pricing: TIAA-CREF will generally not support plans that fail to specify exercise prices or that establish exercise prices below fair market value on the date of grant.

	•	Repricing Options: TIAA-CREF will generally not support plans that authorize repricing. However, we will consider on a case-by-case basis management proposals seeking shareholder approval to reprice options. We are more likely to vote in favor of repricing in cases where the company excludes named executive officers and board members and ties the repricing to a significant reduction in the number of options.

	•	Excess Discretion: TIAA-CREF will generally not support plans where significant terms of awards — such as coverage, option price, or type of awards — are unspecified, or where the board has too much discretion to override minimum vesting and/or performance requirements.

	•	Evergreen Features: TIAA-CREF will generally not support option plans that contain evergreen features which reserve a specified percentage of outstanding shares for award each year and lack a termination date. Evergreen features can undermine control of stock issuance and lead to excessive dilution.

B-46 | Statement of Additional Information TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds


Appendix A \| TIAA-CREF Policy Statement on Corporate Governance	continued

Performance-Based Equity Compensation:

General Policy: TIAA-CREF will generally support shareholder resolutions seeking alignment between executive compensation and performance.

Advisory Vote on Compensation Disclosure:

General Policy: TIAA-CREF will generally support shareholder resolutions seeking an advisory vote on companies’ compensation disclosure.

Limits on Executive Compensation:

General Policy: TIAA-CREF will generally vote against shareholder resolutions seeking to impose limits on executive pay by use of arbitrary ratios or pay caps.

Clawback Policies:

General Policy: TIAA-CREF will vote on a case-by-case basis with respect to shareholder resolutions seeking the establishment of clawback policies.

Golden Parachutes:

General Policy: TIAA-CREF will generally support shareholder resolutions seeking shareholder approval of “golden parachute” severance agreements that exceed IRS guidelines.

Supplemental Executive Retirement Plans:

General Policy: TIAA-CREF will vote on a case-by-case basis with respect to shareholder resolutions seeking to establish limits on the benefits granted to executives in SERPs.

Guidelines for Environmental and Social Issues

As indicated in Section IX, TIAA-CREF will generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors have the responsibility to determine the strategic impact of environmental and social issues and that they should disclose to shareholders how they are dealing with these issues.

Environment

Global Warming and Climate Change:

General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions and the impact of climate change on a company’s business activities.

Comment: The level of a company’s greenhouse gas emissions and its vulnerability to climate change may represent both short-term and long-term potential risks. Companies and boards should analyze the impact of climate change on their business and disclose this information.

Use of Natural Resources:

General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s use of natural resources, the impact on its business of declining resources and its plans to improve energy efficiency or to develop renewable energy alternatives.

Comment: These considerations should be a part of the strategic deliberations of boards and managers and the company should disclose the results of such deliberations.

Impact on Community:

General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful community impacts or other hazards that result from its operations or activities.

Comment: Community hazards at business facilities may expose companies to such risks as regulatory penalties, legal liability, diminished reputation, increased cost and loss of market share. Conversely, the elimination of hazards may improve competitiveness and provide business opportunities.

Human Rights

Human Rights Code of Conduct and Global Labor Standards:

General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking a review of a company’s internal labor standards, the establishment of global labor standards or the adoption of codes of conduct relating to human rights.

Comment: Adoption and enforcement of human rights codes and fair labor standards can help a company protect its reputation, increase worker productivity, reduce liability, improve customer loyalty and gain competitive advantage.

Community

Corporate Response to Global Health Risks:

General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to the potential impact of HIV, AIDS, Avian Flu and other pandemics and global health risks on a company’s operations and long-term growth.

Comment: Global health considerations should be factored into the strategic deliberations of boards and managers, and companies should disclose the results of such deliberations.

Corporate Political Influence:

General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s lobbying efforts and contributions to political parties or political action committees.

Comment: Given increased public scrutiny of corporate lobbying activities and campaign contributions, we believe it is the responsibility of company boards to review and disclose the use of corporate assets for political purposes.

Corporate Philanthropy:

General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities. However, TIAA-CREF will vote against resolutions that promote a political agenda or a special interest or that unreasonably restrict a company’s corporate philanthropy.

Comment: We believe that boards should disclose their corporate charitable contributions to avoid any actual or perceived conflicts of interest.

TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds Statement of Additional Information | B-47


Appendix A \| TIAA-CREF Policy Statement on Corporate Governance	concluded

Diversity

General Policies:


	•	TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s nondiscrimination policies and practices, or seeking to implement such policies, including equal employment opportunity standards.

	•	TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce diversity.

	•	TIAA-CREF will generally vote against special purpose or discriminatory resolutions, such as those recommending that sexual orientation not be covered under equal employment opportunity policies.

Comment: Promoting diversity and maintaining inclusive workplace standards can help companies attract and retain a talented and diverse workforce and compete more effectively.

Product Responsibility

General Policy: TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to the safety and impact of a company’s products on the customers and communities it serves.

Comment: Companies that demonstrate ethical behavior and diligence with regard to product safety and suitability can avoid reputational and liability risks and strengthen their competitive position.

Tobacco

General Policies:


	•	TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to risks associated with tobacco use and efforts by a company to reduce youth exposure to tobacco products.

	•	TIAA-CREF will generally not support resolutions seeking to alter the investment policies of financial institutions or to require divestment of tobacco company stocks.

Comment: Effectively addressing these concerns can help companies protect their reputation and reduce legal liability risk.

B-48 | Statement of Additional Information TIAA-CREF Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds

(TIAA CREF LOGO)

730 Third Avenue
New York, NY 10017-3206


	Printed on recycled paper


		A11537 11/07

PROSPECTUS

NOVEMBER 30, 2007

TIAA-CREF

INSTITUTIONAL MUTUAL FUNDS

Institutional Class


¡	Enhanced International Equity Index Fund

¡	Enhanced Large-Cap Growth Index Fund

¡	Enhanced Large-Cap Value Index Fund

This prospectus describes the Institutional Class shares of three new investment portfolios of the TIAA-CREF Institutional Mutual Funds: the Enhanced International Equity Index Fund, the Enhanced Large-Cap Growth Index Fund and the Enhanced Large-Cap Value Index Fund (each, a “Fund”). Please note that the TIAA-CREF Institutional Mutual Funds offers thirty-nine additional investment portfolios through separate prospectuses dated February 1, 2007, April 24, 2007, and November 30, 2007.

An investment in the Funds is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. An investor can lose money in any of the Funds, or the Funds could perform more poorly than other investments.

The Securities and Exchange Commission (the “SEC”) has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

(TIAA CREF LOGO)

TABLE OF CONTENTS


Summary Information	3

Overview of the Funds	3

General Information About the Funds	3

Principal Risks of Investing in the Funds	4

Enhanced International Equity Index Fund	5

Enhanced Large-Cap Growth Index Fund	7

Enhanced Large-Cap Value Index Fund	9

Past Performance	11

Fees and Expenses	11

Additional Information About Investment Objectives, Strategies and Risks	12

Investment Management Styles	12

More About Benchmarks and Other Indices	13

Additional Investment Strategies	15

Portfolio Holdings	15

Portfolio Turnover	15

Share Classes	16


Management of the Funds	17

The Funds’ Investment Adviser	17

Portfolio Management Teams	18

Distribution Arrangements	19

Calculating Share Price	19

Dividends and Distributions	21

Taxes	22

Your Account: Buying, Redeeming or Exchanging Shares	24

Institutional Class Shares — Eligible Investors	24

How to Purchase Shares	24

How to Redeem Shares	28

How to Exchange Shares	30

Other Investor Information	31

Market Timing/Excessive Trading Policy	34

Redemption or Exchange Fee	35

Electronic Prospectuses	37

Glossary	37

Financial Highlights	37

SUMMARY INFORMATION

OVERVIEW OF THE FUNDS

The investment portfolios of the TIAA-CREF Institutional Mutual Funds (the “Trust”) offered in this prospectus are three new enhanced equity index funds, reflecting different investment management strategies. Each new Fund offers only Institutional Class shares. They are:


	•	Enhanced International Equity Index Fund

	•	Enhanced Large-Cap Growth Index Fund

	•	Enhanced Large-Cap Value Index Fund

GENERAL INFORMATION ABOUT THE FUNDS

This prospectus describes the Funds, each of which is a separate investment portfolio, or mutual fund, and has its own investment objective, investment strategies, restrictions and attendant risks. An investor should consider each Fund separately to determine if it is an appropriate investment. The investment objective of each Fund, the investment strategies by which it seeks its objective, and its non-fundamental investment restrictions may be changed by the Board of Trustees of the Trust (the “Board of Trustees”) without shareholder approval. Certain investment restrictions described in the Statement of Additional Information (“SAI”) are fundamental and may only be changed with shareholder approval.

The use of a particular index as a Fund’s benchmark index is not a fundamental policy and can be changed without shareholder approval. The Funds will notify you before such a change is made.

As noted in the investment strategy descriptions below, the Funds have a policy of normally investing at least 80% of their assets (net assets, plus the amount of any borrowings for investment purposes) in the particular type of securities implied by their names. With respect to the Enhanced Large-Cap Growth Index and Enhanced Large-Cap Value Index Funds, this 80% policy applies to “large-cap” equity securities and index investing, and not to growth or value investing styles. With respect to index investing, the 80% policy means that the Enhanced Large-Cap Growth Index and the Enhanced Large-Cap Value Index Funds will normally invest at least 80% of their assets in securities of issuers within their respective benchmark indices, but not necessarily at index weightings. The term “equity securities” means an ownership interest, or the right to acquire an ownership interest, in an issuer. For purposes of the 80% policy of the Funds, the term includes common stocks, preferred stocks, convertible securities, warrants, equity-linked derivatives and other securities which, by their terms, are convertible to common stock. Shareholders will receive at least 60 days’ prior notice before changes are made to the Funds’ “80%” policy.

Each Fund may, for temporary defensive purposes, invest all of its assets in cash and money market instruments. In doing so, the Fund may be successful in avoiding market losses but may otherwise fail to achieve its investment objective.

TIAA-CREF Institutional Mutual Funds • Institutional Class Prospectus | 3

The Funds are not appropriate for market timing. You should not invest in the Funds if you are a market timer.

No one can assure that a Fund will achieve its investment objective and investors should not consider any one Fund to be a complete investment program.

Principal Risks of Investing in the Funds

In general, the value of equity securities fluctuates in response to the fortune of individual companies and in response to general market and economic conditions. Therefore, the value of an investment in the Funds that hold equity securities may decrease. There is no guarantee that a Fund will meet its investment objective.

An investment in a Fund, or any Fund’s equity investments, will be subject to the following principal investment risks described below:


	•	Market Risk—The risk that the price of equity securities may decline in response to general market and economic conditions or events. Accordingly, the value of the equity securities that a Fund holds may decline over short or extended periods of time. Any stock is subject to the risk that the stock market as a whole may decline in value, thereby depressing the stock’s price. This is known as market risk. Equity markets tend to be cyclical, with periods when prices generally rise and periods when prices generally decline. Foreign equity markets tend to reflect local economic and financial conditions and, therefore, trends often vary from country to country and region to region.

	•	Company Risk (often called Financial Risk)—The risk that the issuer’s earnings prospects and overall financial position will deteriorate, causing a decline in the security’s value over short or extended periods of time.


	Funds that make foreign investments, particularly the Enhanced International Equity Index Fund, are subject to:

	•	Foreign Investment Risk—The risk of investing in securities of foreign issuers, securities or contracts traded on foreign exchanges or in foreign markets, or securities or contracts payable in foreign currency. Investing in foreign investments entails risks beyond those of domestic investing. These include: (1) changes in currency exchange rates; (2) possible imposition of market controls or currency exchange controls; (3) possible imposition of withholding taxes on dividends and interest; (4) possible seizure, expropriation or nationalization of assets; (5) more limited foreign financial information or difficulties interpreting it because of foreign regulations and accounting standards; (6) lower liquidity and higher volatility in some foreign markets; (7) the impact of political, social or diplomatic events; (8) the difficulty of evaluating some foreign economic trends; and (9) the possibility that a foreign government could restrict an issuer from paying principal and interest to investors outside the country. Brokerage commissions and transaction costs are often higher for foreign investments, and it may be harder to use foreign laws and courts to enforce financial or legal obligations.

The risks described above often increase in countries with emerging markets. For example, these countries may have more unstable governments than

4 | Prospectus TIAA-CREF Institutional Mutual Funds • Institutional Class

developed countries, and their economies may be based on only a few industries. Because their securities markets may be very small, share prices may be volatile and difficult to determine. In addition, foreign investors such as the Funds are subject to a variety of special restrictions in many such countries.


	As enhanced index funds, the Funds are subject to:

	•	Index Risk. The risk that a Fund’s performance will not correspond to its benchmark index for any period of time. Although each Fund attempts to use as a baseline the investment performance of its respective index, a Fund may not duplicate the exact composition of its index. In addition, unlike a Fund, the returns of an index are not reduced by investment and other operating expenses, and therefore, the ability of a Fund to enhance its performance relative to that of its index is adversely affected by the costs of buying and selling investments as well as other expenses. Therefore, none of the Funds can guarantee that its performance will match or exceed its index for any period of time.

Because the Funds are also managed according to a quantitative investment methodology, the Funds are subject to:


	•	Quantitative Analysis Risk. The risk that securities selected using quantitative analysis can perform differently from the market as a whole as a result of the factors used in the analysis, the weight placed on each factor and changes in the factor’s historical trends.

Each of the three Funds may make investments in options, futures, swaps and other types of derivative securities. As a result, the Funds are subject to:


	•	Derivatives Risk—The risk that the prices of certain derivatives may not correlate perfectly with the prices of the underlying securities, currencies or other assets being hedged. Derivatives also present the risk of default by the other party to the derivative instrument. A liquid secondary market for over-the-counter derivatives such as options may not be available at a particular time. In addition, unanticipated changes in interest rates, securities prices or currency exchange rates may result in poorer overall performance of a Fund than if it had not entered into any derivatives transactions.

No one can assure that a Fund will achieve its investment objective and investors should not consider any one Fund to be a complete investment program. As with all mutual funds, there is a risk that an investor could lose money by investing in a Fund.

Enhanced International Equity Index Fund

Investment Objective: The Fund seeks a long-term total return, mainly through capital appreciation, primarily from equity securities of foreign issuers.

Principal Investment Strategies: The Fund follows an enhanced index management strategy. The Fund’s portfolio management team actively uses quantitative analysis to attempt to enhance the Fund’s performance relative to the Fund’s benchmark index, while retaining a similar risk profile, instead of passively holding a representative basket of securities designed to match the index. The Fund’s benchmark index is the Morgan Stanley Capital International EAFE^®

TIAA-CREF Institutional Mutual Funds • Institutional Class Prospectus | 5

(Europe, Australasia, Far East) Index (the “MSCI EAFE^® Index”). The Fund normally invests at least 80% of its assets in equity securities of foreign issuers included in the MSCI EAFE^® Index at the time of purchase. The Fund has a policy of maintaining investments of equity securities of foreign issuers in at least three countries other than the United States.

Enhanced index strategies employ quantitative modeling techniques for stock selection, country allocation and portfolio construction. With enhanced indexing, the Fund may use several different investment techniques to build a portfolio of stocks that is structured to resemble and share the risk characteristics of the Fund’s benchmark index, while also seeking to outperform the benchmark index. Enhanced indexing is designed so that the Fund diverges from its benchmark index more than a pure indexing strategy with the goal of outperforming its benchmark index.

Under these quantitative modeling techniques, a number of variables related to individual stocks are evaluated to select a broadly diversified group of stocks that may have the potential to provide a higher total return than that of the benchmark index, the MSCI EAFE^® Index. The Fund uses a proprietary, quantitative stock scoring model based on financial and investment theories, along with other inputs described below, to evaluate and score a broad universe of stocks in which the Fund invests. This stock scoring model typically weighs many different factors, including:


	•	The historical valuation of the individual stock versus the market or its peers;

	•	Future earnings and sustainable growth prospects of the issuer;

	•	Profitability of the issuer; and

	•	The price and volume trends of the stock.

The resulting score is used to construct the Fund’s portfolio, along with the following inputs:


	•	Weightings of the stock, and its corresponding sector, in the benchmark;

	•	Performance attribution and feedback, including correlations between the performance of the stocks in the universe; and

	•	Trading costs.

The Fund’s portfolio management team will generally attempt to overweight securities (relative to the benchmark) that score high in the stock selection screening process and to either not hold or underweight securities that score low in the screening process. The Fund may also purchase and sell swaps and other equity derivatives to carry out the Fund’s investment strategies. The overall goal is to build a portfolio of stocks and other equity investments that seeks to provide a higher total return than that of the Fund’s benchmark index while effectively managing benchmark relative risks.

The Fund’s strategy is based upon the understanding of the Fund’s investment adviser of the interplay of market factors and does not assure successful investment. The markets or the process of selecting individual securities may be affected by factors not taken into account in the portfolio management team’s analysis.

6 | Prospectus TIAA-CREF Institutional Mutual Funds • Institutional Class

Special Investment Risks: The Fund is subject to substantial foreign investment risk (discussed below) and above-average market risk and company risk. The Fund is also subject to derivatives risk, quantitative analysis risk and index risk. These risks are even more pronounced for investments in issuers located in countries with emerging economies and securities markets. The stock prices of smaller, lesser-known companies may fluctuate more than those of larger companies. As with any mutual fund, you can lose money by investing in this Fund.

Foreign investment risk is the risk of investing in securities of foreign issuers, securities or contracts traded on foreign exchanges or in foreign markets, or securities or contracts payable in foreign currency. Investing in foreign investments entails risks beyond those of domestic investing. These risks include: (1) changes in currency exchange rates; (2) possible imposition of market controls or currency exchange controls; (3) possible imposition of withholding taxes on dividends and interest; (4) possible seizure, expropriation or nationalization of assets; (5) more limited foreign financial information or difficulties interpreting it because of foreign regulations and accounting standards; (6) lower liquidity and higher volatility in some foreign markets; (7) the impact of political, social or diplomatic events; (8) the difficulty of evaluating some foreign economic trends; and (9) the possibility that a foreign government could restrict an issuer from paying principal and interest to investors outside the country. Brokerage commissions and transaction costs are often higher for foreign investments, and it may be harder to use foreign laws and courts to enforce financial or legal obligations.

The foreign investment risks described above often increase in countries with emerging markets. For example, these countries may have more unstable governments than developed countries, and their economies may be based on only a few industries. Because their securities markets may be very small, share prices may be volatile and difficult to establish. In addition, foreign investors such as the Fund are subject to a variety of special restrictions in many such countries.

Please see “Principal Risks of Investing in the Funds” above for more information.

Who May Want to Invest: The Fund may be appropriate for investors who seek long-term total returns, understand the advantages of diversification across international markets, are willing to tolerate the greater risks of foreign investments and want to invest in an enhanced index fund that seeks higher performance than the Fund’s benchmark index while delivering a controlled risk profile.

Enhanced Large-Cap Growth Index Fund

Investment Objective: The Fund seeks a long-term total return, mainly through capital appreciation, primarily from equity securities of large domestic companies.

Principal Investment Strategies: The Fund follows an enhanced index management strategy. The Fund’s portfolio management team actively uses quantitative analysis to attempt to enhance the Fund’s performance relative to the benchmark index, while retaining a similar risk profile, instead of passively holding a representative basket of securities designed to match the index. The

TIAA-CREF Institutional Mutual Funds • Institutional Class Prospectus | 7

Fund’s benchmark index is the Russell 1000^® Growth Index. The Fund normally invests at least 80% of its assets in large-cap equity securities of issuers included in the Russell 1000^® Growth Index at the time of purchase. (Russell 1000^® is a trademark and service mark of the Russell Investment Group.) For purposes of the 80% test, “large-cap” is defined as equity securities of the top 80% of issuers by capitalization within the Russell 1000^® Index at the time of purchase. Generally, these equity securities will be those of large capitalization companies in new and emerging areas of the economy and companies with distinctive products or pomising markets.

Enhanced index strategies employ quantitative modeling techniques for both stock selection and portfolio construction. With enhanced indexing, the Fund may use several different investment techniques to build a portfolio of stocks that is structured to resemble and share the risk characteristics of the Fund’s benchmark index, while also seeking to outperform the benchmark index. Enhanced indexing is designed so that the Fund diverges from its benchmark index more than a pure indexing strategy with the goal of outperforming its benchmark index.

Under these quantitative modeling techniques, a number of variables related to individual stocks are evaluated to select a broadly diversified group of stocks that may have the potential to provide a higher total return than that of the benchmark index, the Russell 1000^® Growth Index. The Fund uses a proprietary, quantitative stock scoring model based on financial and investment theories, along with other inputs described below, to evaluate and score a broad universe of stocks in which the Fund invests. This stock scoring model typically weighs many different factors, including:


	•	The historical valuation of the individual stock versus the market or its peers;

	•	Future earnings and sustainable growth prospects of the issuer;

	•	Profitability of the issuer; and

	•	The price and volume trends of the stock.

The resulting score is used to construct the Fund’s portfolio, along with the following inputs:


	•	Weightings of the stock, and its corresponding sector, in the benchmark;

	•	Performance attribution and feedback, including correlations between the performance of the stocks in the universe; and

	•	Trading costs.

8 | Prospectus TIAA-CREF Institutional Mutual Funds • Institutional Class

Special Investment Risks: The Fund is subject to market risk, company risk, substantial style risk (discussed below) and foreign investment risk. It is also subject to derivatives risk, quantitative analysis risk, index risk and the special risk of growth investing.

Style risk is the risk that equity securities representing a particular investing style may be out of favor in the marketplace for various periods of time. When this occurs, investors, such as the Fund, holding such securities may experience significant declines in the value of their portfolios. Style risk, therefore, is the risk that a Fund’s particular investing style falls out of favor with investors for a period of time.

The risk of growth investing is that the relatively high valuations of growth stocks make them typically more volatile than value stocks. For example, the price of a growth stock may experience a larger decline on a forecast of lower earnings, or a negative event or market development, than would a value stock. Because the value of growth companies is often driven by their expected earnings growth, there is a risk that such earnings growth may not occur or cannot be sustained.

In addition, by focusing on the securities of larger companies, the Fund carries with it the risk that it may have fewer opportunities to identify securities that the market misprices and that these companies may grow more slowly than the economy as a whole or not at all. Further, stocks of companies involved in reorganizations and other special situations can often involve more risk than ordinary securities. Accordingly, the Fund’s performance is often more volatile than the overall stock market, and it could significantly outperform or underperform the stock market during any particular period. As with any mutual fund, you can lose money by investing in this Fund.

Please see “Principal Risks of Investing in the Funds” above for more information.

Who May Want to Invest: The Fund may be appropriate for investors who seek long-term total return through capital appreciation but are willing to tolerate fluctuations in value and who want to invest in an enhanced index fund that seeks higher performance than the Fund’s benchmark index while delivering a controlled risk profile.

Enhanced Large-Cap Value Index Fund

Investment Objective: The Fund seeks a long-term total return, mainly through capital appreciation, primarily from equity securities of large domestic companies.

Principal Investment Strategies: The Fund follows an enhanced index management strategy. The Fund’s portfolio management team actively uses quantitative analysis to attempt to enhance the Fund’s performance relative to the benchmark index, while retaining a similar risk profile, instead of passively holding a representative basket of securities designed to match the index. The Fund’s

TIAA-CREF Institutional Mutual Funds • Institutional Class Prospectus | 9

benchmark index is the Russell 1000^® Value Index. The Fund normally invests at least 80% of its assets in equity securities of large domestic companies included in the Russell 1000^® Value Index at the time of purchase. (Russell 1000^® is a trademark and service mark of the Russell Investment Group.) For purposes of the 80% test, “large-cap” is defined as equity securities of the top 80% of issuers by capitalization within the Russell 1000^® Index at the time of purchase.

Under these quantitative modeling techniques, a number of variables related to individual stocks are evaluated to select a broadly diversified group of stocks that may have the potential to provide a higher total return than that of the benchmark index, the Russell 1000^® Value Index. The Fund uses a proprietary, quantitative stock scoring model based on financial and investment theories, along with other inputs described below, to evaluate and score a broad universe of stocks in which the Fund invests. This stock scoring model typically weighs many different factors, including:


	•	The historical valuation of the individual stock versus the market or its peers;

	•	Future earnings and sustainable growth prospects of the issuer;

	•	Profitability of the issuer; and

	•	The price and volume trends of the stock.

The resulting score is used to construct the Fund’s portfolio, along with the following inputs:


	•	Weightings of the stock, and its corresponding sector, in the benchmark;

	•	Performance attribution and feedback, including correlations between the performance of the stocks in the universe; and

	•	Trading costs.

The Fund may also purchase and sell swaps and other equity derivatives to carry out the Fund’s investment strategies. The overall goal is to build a portfolio of stocks and other equity investments that seeks to provide a higher total return than that of the Fund’s benchmark index while effectively managing benchmark relative risks.

The Fund’s strategy is based upon the understanding of the Fund’s investment adviser of the interplay of market factors and does not assure successful investment.

10 | Prospectus TIAA-CREF Institutional Mutual Funds • Institutional Class

The markets or the process of selecting individual securities may be affected by factors not taken into account in the portfolio management team’s analysis.

Special Investment Risks: The Fund is subject to market risk, company risk, substantial style risk (discussed below) and foreign investment risk. It is also ubject to derivatives risk, quantitative analysis risk, index risk and the special risk of value investing.

The risk of value investing is that the securities believed to be undervalued are subject to the risks that: (1) the issuer’s potential business prospects are not realized; (2) their potential values are never recognized by the market; and (3) due to unanticipated or unforeseen problems associated with the issuer or industry, they were appropriately priced (or over-priced) when acquired.

Please see “Principal Risks of Investing in the Funds” above for more information.

Who May Want to Invest: The Fund may be appropriate for investors who seek long-term total return through capital appreciation using a value investment style and who want to invest in an enhanced index fund that seeks higher performance than the Fund’s benchmark index while delivering a controlled risk profile.

PAST PERFORMANCE

Performance information is not available for the Funds because the Funds have recently commenced operations. Once the Funds have completed one calendar year of operations, their performance information will become available.

FEES AND EXPENSES

The following tables describe the fees and expenses that you pay if you buy and hold Institutional Class shares of a Fund:

TIAA-CREF Institutional Mutual Funds • Institutional Class Prospectus | 11


SHAREHOLDER FEES (deducted directly from gross amount of transaction)	Institutional Class

Maximum Sales Charge Imposed on Purchases (percentage of offering price)	0	%
Maximum Deferred Sales Charge	0	%
Maximum Sales Charge Imposed on Reinvested Dividends and Other Distributions	0	%
Redemption or Exchange Fee¹	2.00	%
Maximum Account Fee	0	%

ANNUAL FUND OPERATING EXPENSES (deducted from Fund assets)


INSTITUTIONAL CLASS	Management Fees		Other Expenses²		Total Annual Fund Operating Expenses		Waivers and Expense Reimbursements³		Net Annual Fund Operating Expenses

Enhanced International Equity Index Fund	0.45	%	1.08	%	1.53	%	0.98	%	0.55	%
Enhanced Large-Cap Growth Index Fund	0.35	%	1.46	%	1.81	%	1.41	%	0.40	%
Enhanced Large-Cap Value Index Fund	0.35	%	1.45	%	1.80	%	1.40	%	0.40	%


¹	This fee (the “Redemption Fee”) applies and is payable to the Enhanced International Equity Index Fund (the “International Fund”) on shares of the International Fund that are redeemed or exchanged within 60 calendar days of the initial purchase date. The Redemption Fee is based on the total aggregate dollar amount of the redemption or exchange. The Redemption Fee may be waived in certain circumstances. See “Other Investor Information-Redemption or Exchange Fee” for more information.

²	Other Expenses are estimates for the current fiscal year.

³	Teachers Advisors, Inc., the investment adviser to the Funds (“Advisors”), has contractually agreed to reimburse the Funds for such Other Expenses that exceed, on an annual basis: 0.55% of average daily net assets of the International Fund, 0.40% of the Enhanced Large-Cap Growth Index Fund, and 0.40% of the Enhanced Large-Cap Value Index Fund. These expense reimbursement agreements will continue through at least April 30, 2009 for the Funds and can only be changed with the approval of the Board of Trustees.

Example

The following example is intended to help you compare the cost of investing in Institutional Class shares of the Funds with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in a Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year, that the Fund’s operating expenses remain the same, and that there is no expense reimbursement agreement in place after April 30, 2009 for the Funds. Although your actual costs may be higher or lower, the following example shows you what your costs would be under the conditions listed above. The Redemption Fee (described above) is not included in these calculations. If that fee were included, your costs of investing in International Fund shares would be higher than those listed in the example below.


	1 Year		3 Years

Enhanced International Equity Index Fund	$	56	$	285
Enhanced Large-Cap Growth Index Fund	$	41	$	285
Enhanced Large-Cap Value Index Fund	$	41	$	284

12 | Prospectus TIAA-CREF Institutional Mutual Funds • Institutional Class

ADDITIONAL INFORMATION ABOUT INVESTMENT
OBJECTIVES, STRATEGIES AND RISKS

Investment Management Styles

Growth Investing. This is a portfolio management style that seeks securities of issuers with above-average recent earnings growth rates and a reasonable likelihood of maintaining such rates in the foreseeable future. Typically, such securities are those of issuers with favorable long-term growth prospects. Such issuers often are companies with a strong competitive position within their industry or a competitive position within a very strong industry. Generally, growth investing entails analyzing the quality of an issuer’s earnings (i.e., the degree to which earnings are derived from sustainable, cash-based sources), and analyzing issuers as if one would be buying the company or its business, not simply trading its securities. Growth investing may also involve fundamental research about and qualitative analysis of particular companies in order to identify and take advantage of potential short-term earnings increases that are not reflected in the current price of the company’s securities.

Value Investing. This is a portfolio management style that typically seeks securities that:


	•	Exhibit low relative financial ratios (such as stock price-to-book value, stock price-to-earnings and stock price-to-cash flow);

	•	Can be acquired for less than what one believes is the issuer’s potential value; and

	•	Appear attractive using discounted cash flow models.

Value oriented investments may include securities of companies in cyclical industries during periods when such securities appear to have strong potential for capital appreciation, or securities of “special situation” companies. A special situation company is one that is believed to have potential for significant future earnings growth, but has not performed well in the recent past. Such companies may include ones undergoing management changes, corporate or asset restructuring, or ones having significantly undervalued assets. Identifying special situation companies and establishing an issuer’s potential value involves fundamental research and analysis of such companies and issuers.

MORE ABOUT BENCHMARKS AND OTHER INDICES

The benchmarks and indices described below are unmanaged, and you cannot invest directly in the index.

MSCI EAFE^® Index

This is the benchmark index for the Enhanced International Equity Index Fund. The MSCI EAFE^® Index tracks the performance of the leading stocks in 21 MSCI developed countries outside of North America—in Europe, Australasia and the Far East. The MSCI EAFE^® Index constructs indices country by country, then assembles the country indices into regional indices. To construct an MSCI

TIAA-CREF Institutional Mutual Funds • Institutional Class Prospectus | 13

country index, the MSCI EAFE^® Index analyzes each stock in that country’s market based on its price, trading volume and significant owners. The stocks are sorted by industry group, and the most “investable” stocks (as determined by size and trading volume) are selected until 85% of the free float adjusted market representation of each industry is reached. MSCI country indices capture 85% of each country’s free float adjusted market capitalization while maintaining the overall industry exposure of the market. When combined as the MSCI EAFE^® Index, the regional index captures 85% of the free float adjusted market capitalization of 21 developed countries around the world.

The MSCI EAFE^® Index is primarily a large-capitalization index, with approximately 65% of its stocks falling in this category. Morgan Stanley determines the composition of the index based on a combination of factors including regional/country exposure, price, trading volume and significant owners, and can change its composition at any time.

Russell 1000^® Growth Index

This is the benchmark index for the Enhanced Large-Cap Growth Index Fund. The Russell 1000^® Growth Index is a subset of the Russell 1000^® Index, which represents the top 1,000 U.S. equity securities in market capitalization. The Russell 1000^® Growth Index represents those Russell 1000^® Index securities with higher relative forecasted growth rates and price/book ratios. The Russell 1000^® Growth Index has higher weightings in those sectors of the market with typically higher relative valuations and higher growth rates, including sectors such as technology, health care and telecommunications. As of September 30, 2007 the market capitalization of companies in the Russell 1000^® Growth Index ranged from $1.0 billion to $521.4 billion, with a mean market capitalization of $17.2 billion and a median market capitalization of $6.1 billion. The Russell Investment Group determines the composition of the index based on a combination of factors including market capitalization, price/book ratio and long-term growth rate, and can change its composition at any time.

Russell 1000^® Value Index

This is the benchmark for the Enhanced Large-Cap Value Index Fund. The Russell 1000^® Value Index is a subset of the Russell 1000^® Index which represents the top 1,000 U.S. equity securities in market capitalization. The Russell 1000^® Value Index contains higher weightings of roughly one-third of the Russell 1000 securities with lower relative growth rates and price/book values and lower weightings of the roughly middle third of companies. The Russell 1000^® Value Index has higher weightings in those sectors of the market with typically lower relative valuations and growth rates, including sectors such as financial services and energy. As of September 30, 2007 the market capitalization of companies in the Russell 1000^® Value Index ranged from $0.9 billion to $521.4 billion, with a mean market capitalization of $17.3 billion and a median market capitalization of $5.6 billion.

14 | Prospectus TIAA-CREF Institutional Mutual Funds • Institutional Class

ADDITIONAL INVESTMENT STRATEGIES

The Funds may also invest in short-term debt securities and other kinds of short-term instruments for cash management and other purposes. These securities help the Funds maintain liquidity, use cash balances effectively, and take advantage of attractive investment opportunities. Each Fund may invest up to 20% of its total assets in fixed-income securities. The Funds may also manage cash by investing in money market funds or other short-term investment company securities.

Each Fund also may buy and sell: (1) put and call options on securities of the types they each may invest in and on securities indices composed of such securities, (2) futures contracts on securities indices composed of securities of the types in which each may invest, and (3) put and call options on such futures contracts. The Funds may use such options and futures contracts for hedging and cash management purposes and to increase total return. Futures contracts permit a Fund to gain exposure to groups of securities and thereby have the potential to earn returns that are similar to those that would be earned by direct investments in those securities or instruments.

Where appropriate futures contracts do not exist, or if the Funds deem advisable for other reasons, the Funds may invest in investment company securities, such as exchange-traded funds (“ETFs”). The Funds may also use ETFs for purposes other than cash management, including to gain exposure to certain sectors or securities that are represented by ownership in ETFs. When a Fund invests in ETFs or other investment companies, the Fund bears a proportionate share of expenses charged by the investment company in which they invest. To manage currency risk, the Funds also may enter into forward currency contracts and currency swaps and may buy or sell put and call options and futures contracts on foreign currencies.

Each Fund may also invest in derivatives and other similar financial instruments, such as equity swaps (including contracts for difference (“CFD”), an arrangement where the return is linked to the price movement of an underlying security) and equity-linked fixed-income securities, so long as these derivatives and financial instruments are consistent with the Fund’s investment objective and restrictions, policies and current regulations. Please see the SAI for more information on these and other investments the Funds may utilize.

PORTFOLIO HOLDINGS

A description of the Funds’ policies and procedures with respect to the disclosure of their portfolio holdings is available in the Funds’ SAI.

PORTFOLIO TURNOVER

A Fund that engages in active and frequent trading of portfolio securities will have a correspondingly higher “portfolio turnover rate.” A high portfolio turnover rate generally will result in (1) greater brokerage commission expenses borne by a Fund and, ultimately, by shareholders and (2) higher amounts of realized

TIAA-CREF Institutional Mutual Funds • Institutional Class Prospectus | 15

investment gain subject to the payment of taxes by shareholders. None of the Funds are subject to a specific limitation on portfolio turnover, and securities of each Fund may be sold at any time such sale is deemed advisable for investment or operational reasons. Once the Funds have completed one calendar year of operations, their portfolio turnover rates will be made available under “Financial Highlights.”

SHARE CLASSES

The Funds currently offer only Institutional Class shares. Institutional Class shares are available for purchase only by: (1) direct investors who meet certain eligibility requirements; (2) certain intermediaries affiliated with TIAA-CREF (“TIAA-CREF Intermediaries”); (3) other non-affiliated persons or intermediaries, such as state-sponsored tuition savings or prepaid plans or insurance company separate accounts, who have entered into a contract with a TIAA-CREF Intermediary that enables them to purchase Institutional Class shares; or (4) other affiliates of TIAA-CREF that the Trust may approve from time to time.

Under certain circumstances, Institutional Class shares may be offered through accounts established by employers, or the trustees of plans sponsored by employers, through TIAA-CREF in connection with certain employee benefit plans, such as 401(a) (including 401(k) and Keogh plans), 403 (a), 403(b) and 457 plans, or through custody accounts established by individuals through TIAA-CREF as IRAs. Shareholders investing through such a plan may have to pay additional expenses related to the administration of such plans.

16 | Prospectus TIAA-CREF Institutional Mutual Funds • Institutional Class

MANAGEMENT OF THE FUNDS

THE FUNDS’ INVESTMENT ADVISER

Advisors manages the assets of the Trust, under the supervision of the Board of Trustees. Advisors is an indirect wholly-owned subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”). TIAA is a life insurance company founded in 1918 by the Carnegie Foundation for the Advancement of Teaching, and is the companion organization of College Retirement Equities Fund (“CREF”), the first company in the United States to issue a variable annuity. Advisors is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940. Advisors also manages the investments of TIAA Separate Account VA-1 and the TIAA-CREF Life Funds. Through an affiliated investment adviser, TIAA-CREF Investment Management, LLC (“Investment Management”), the personnel of Advisors also manage the investment accounts of the College Retirement Equities Fund (“CREF”). As of September 30, 2007, Advisors and Investment Management together had approximately $238 billion of registered investment company assets under management. Advisors is located at 730 Third Avenue, New York, NY 10017-3206.

TIAA-CREF entities sponsor an array of financial products for retirement and other investment goals. For some of these products, for example the investment accounts of CREF, TIAA or its subsidiaries perform services “at cost.” The Funds offered in this prospectus, however, pay the management fees and other expenses that are described in the table on Fees and Expenses in the prospectus. The fees paid by the Funds to Advisors and its affiliates are intended to compensate these service providers for their services to the Funds and are not limited to the reimbursement of the service providers’ costs. Thus, under these arrangements, Advisors and its affiliates can earn a profit or incur a loss on the services which they render to the Funds.

Advisors’ duties include conducting research, recommending investments, and placing orders to buy and sell securities. Advisors also supervises and acts as liaison among the various service providers to the Funds, such as the custodian and transfer agent.

Under the terms of an Investment Management Agreement between the Trust and Advisors, Advisors manages the assets of the Funds described in this prospectus (the “Management Agreement”). The annual investment management fees charged under the Management Agreement with respect to each Fund are as follows:

Investment Management Fees


ENHANCED INTERNATIONAL EQUITY INDEX FUND

Assets Under Management (Billions)	Fee Rate (average daily net assets)

All Assets	0.45%


ENHANCED LARGE-CAP GROWTH INDEX FUND

Assets Under Management (Billions)	Fee Rate (average daily net assets)

All Assets	0.35%

TIAA-CREF Institutional Mutual Funds • Institutional Class Prospectus | 17


ENHANCED LARGE-CAP VALUE INDEX FUND

Assets Under Management (Billions)	Fee Rate (average daily net assets)

All Assets	0.35%

A discussion regarding the basis for the Board of Trustees’ initial approval of each Fund’s Investment Management Agreement will be available in the Funds’ next semi-annual shareholder report for the period ending March 31, 2008. For a free copy, please call 800 842-2776, visit the Funds’ website at www.tiaa-cref.org/mfs or visit the SEC’s website a www.sec.gov.

PORTFOLIO MANAGEMENT TEAMS

Each Fund is managed by a team of managers, whose members are jointly responsible for the day-to-day management of the Fund, with expertise in the area(s) applicable to each Fund’s investments. The following is a list of members of the management teams responsible for managing each Fund’s investments, along with their relevant experience. The members of the team may change from time to time.


	Portfolio Role/ Coverage/ Expertise/Specialty		Total Experience (since dates specified below)

		Experience Over Past Five Years	At TIAA		On Team
Name & Title		Experience Over Past Five Years	At TIAA	Total	On Team


ENHANCED INTERNATIONAL EQUITY INDEX FUND

Jacob Pozharny Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2001 to Present (portfolio management of developed market international equity portfolios (Europe, Pacific and Canada) and small-cap developed foreign market and emerging market portfolios)	2001	1993	2007

Steve Rossiello, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 1996 to Present (portfolio management of developed market international equity portfolios (Europe, Pacific and Canada) and small-cap developed foreign market and emerging market portfolios)	1996	1992	2007


ENHANCED LARGE-CAP GROWTH INDEX FUND

Ruxiang (Michael) Qian Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2000 to Present (portfolio management of domestic large-cap and small-cap growth oriented portfolios)	2000	2000	2007

18 | Prospectus TIAA-CREF Institutional Mutual Funds • Institutional Class


	Portfolio Role/ Coverage/ Expertise/Specialty		Total Experience (since dates specified below)

		Experience Over Past Five Years	At TIAA		On Team
Name & Title		Experience Over Past Five Years	At TIAA	Total	On Team


Kelvin Zhang Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2007 to Present (portfolio management of domestic large-cap and small-cap growth oriented portfolios): BlackRock/ Merrill Lynch & Co., Inc. – 2003 to 2007 (various research and portfolio management responsibilities for domestic and international enhanced index strategies)	2007	2003	2007



ENHANCED LARGE-CAP VALUE INDEX FUND

Michael S. Shing, CFA Managing Director	Quantitative Portfolio Management	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present; (portfolio management of domestic large-cap and small-cap core portfolios); Barclays Global Investors – 1993 to 2004 (Research Officer responsible for Japanese equity strategy and portfolio management of Japanese equity portfolios)	2004	1990	2007

The Funds’ SAI provides additional disclosure about the compensation structure of each of the Fund’s portfolio managers, the other accounts they manage, total assets in those accounts and potential conflicts of interest, as well as the portfolio managers’ ownership of securities in the Funds they manage.

DISTRIBUTION ARRANGEMENTS

Teachers Personal Investors Services, Inc. (“TPIS”) distributes each Fund’s shares. TPIS may enter into agreements with other intermediaries, including its affiliated broker/dealer, TIAA-CREF Individual & Institutional Services, LLC (“Services”), to sell shares of each Fund. In addition TPIS, Services or Advisors may pay intermediaries out of their own assets to support the distribution of Institutional Class shares. Payments to intermediaries may include payments to certain third party broker/dealers and financial advisors, including fund supermarkets, to provide access to their fund distribution platforms, as well as to provide transaction processing or administrative services.

CALCULATING SHARE PRICE

Each Fund determines its net asset value (“NAV”) per share, or share price, on each day the New York Stock Exchange (the “NYSE”) is open for business. The NAV for each Fund is calculated as of the time when regular trading closes on the

TIAA-CREF Institutional Mutual Funds • Institutional Class Prospectus | 19

NYSE (generally, 4:00 p.m. Eastern Time). The Funds do not price their shares on days that the NYSE is closed. Each Fund’s NAV is computed by calculating the value of the Fund’s assets, less its liabilities, and its NAV per share is computed by calculating its NAV allocable to the Institutional Class of shares by the number of outstanding shares of that class.

If a Fund invests in foreign securities that are primarily listed on foreign exchanges that trade on days when the Fund does not price its shares, the value of the foreign securities in the Fund’s portfolio may change on days when shareholders will not be able to purchase or redeem Fund shares.

The Funds usually use market quotations or independent pricing services to value securities and other instruments held by the Funds. If market quotations or independent pricing services are not readily available, the Funds will use a security’s “fair value,” as determined in good faith by or under the direction of the Board of Trustees. The Funds may also use fair value if events that have a significant effect on the value of an investment (as determined in the Funds’ sole discretion) occur between the time when its price is determined and the time a Fund’s NAV is calculated. For example, the Funds might use a domestic security’s fair value when the exchange on which the security is principally traded closes early or when trading in the security is halted and does not resume before a Fund’s NAV is calculated. The use of fair value pricing may result in changes to the prices of portfolio securities that are used to calculate a Fund’s NAV.

Fair value pricing most commonly occurs with securities that are primarily traded outside the United States. Fair value pricing may occur, for instance, when there are significant market movements in the U.S. after foreign markets have closed, and there is the expectation that securities traded on foreign markets will adjust based on market movements in the U.S. when their markets open the next day. In these cases, the Funds may fair value certain foreign securities when it is believed the last traded price on the foreign market does not reflect the value of that security at 4:00 p.m. Eastern Time. This may have the effect of decreasing the ability of market timers to engage in “stale price arbitrage,” which takes advantage of the perceived difference in price from a foreign market closing price. While using a fair value price for foreign securities decreases the ability of market timers to make money by exchanging into or out of an affected Fund to the detriment of longer-term shareholders, it may reduce some of the certainty in pricing obtained by using actual market close prices.

The Funds’ fair value pricing procedures provide, among other things, for the Funds to examine whether to fair value foreign securities when there is a significant movement in the value of a U.S. market index between the close of one or more foreign markets and the close of the NYSE. The Funds also examine the prices of individual securities to determine, among other things, whether the price of such securities reflects fair value at the close of the NYSE based on market movements. Additionally, the Funds may fair value domestic securities when the Funds believe the last market quotation is not readily available or such quotation does not represent the fair value of that security.

20 | Prospectus TIAA-CREF Institutional Mutual Funds • Institutional Class

Money market instruments with maturities of one year or less are valued using market quotations or independent pricing sources or derived from a pricing matrix that has various types of money market instruments along one axis and various maturities along the other.

DIVIDENDS AND DISTRIBUTIONS

Each Fund expects to declare and distribute to shareholders substantially all of its net investment income and net realized capital gains, if any. The amount distributed will vary according to the income received from securities held by the Fund and capital gains realized from the sale of securities. The following table shows how often each Fund plans to pay dividends:


Fund	Dividend Paid

Enhanced International Equity Index Fund	Annually
Enhanced Large-Cap Growth Index Fund	Annually
Enhanced Large-Cap Value Index Fund	Annually

Institutional Class shareholders may elect from the following distribution options (barring any restrictions from the intermediary or plan through which such shares are held):


	1.	Reinvestment Option, Same Fund. Your dividend and capital gain distributions will be automatically reinvested in additional shares of the Fund. Unless you elect otherwise, this will be your default distribution option.

	2.	Reinvestment Option, Different Fund. Your dividend and capital gain distributions will be automatically reinvested in additional shares of another Fund in which you already hold shares.

	3.	Income-Earned Option. Your long-term capital gain distributions will be automatically reinvested, but you will be sent a check for each dividend and short-term capital gain distribution.

	4.	Capital Gains Option. Your dividend and short-term capital gain distributions will be automatically reinvested, but you will be sent a check for each long-term capital gain distribution.

	5.	Cash Option. A check will be sent for your dividend and each capital gain distribution.

On each Fund’s distribution date, the Fund makes distributions on a per share basis to the shareholders who owned Fund shares on the record date. The Funds do this regardless of how long the shares have been held. This means that if you buy shares just before or on a record date, you will pay the full price for the shares and then you may receive a portion of the price back as a taxable distribution (see the discussion of “Buying a dividend” below under “Taxes”). Cash distribution checks will be mailed within seven days of the distribution date.

Shareholders who hold their Institutional Class shares through a variable product, an employee benefit plan or through an intermediary may be subject to

TIAA-CREF Institutional Mutual Funds • Institutional Class Prospectus | 21

restrictions on their distribution payment options imposed by the product, plan or intermediary. Please contact your plan sponsor or intermediary for more details.

TAXES

As with any investment, you should consider how your investment in any Fund will be taxed.

Taxes on dividends and distributions. Unless you are tax-exempt or hold Fund shares in a tax-deferred account, you must pay federal income tax on dividends and taxable distributions each year. Your dividends and taxable distributions generally are taxable when they are paid, whether you take them in cash or reinvest them. However, distributions declared in October, November or December of a year and paid in January of the following year are taxable as if they were paid on December 31 of the prior year.

For federal tax purposes, income and short-term capital gain distributions from a Fund are taxed as ordinary income, and long-term capital gain distributions are taxed as long-term capital gains. Every January, a statement showing the taxable distributions paid to you in the previous year from each Fund will be sent to you and the Internal Revenue Service (“IRS”). Long-term capital gain distributions generally may be taxed at a maximum federal rate of 15% to non-corporate investors (or at 5% (0% for taxable years beginning after December 31, 2007) to non-corporate investors who are in the 10% or 15% tax bracket). These rates are currently scheduled to apply through 2010. Whether or not a capital gain distribution is considered long-term or short-term depends on how long the Fund held the securities the sale of which led to the gain.

A portion of ordinary income dividends paid by a Fund to non-corporate investors may constitute “qualified dividend income” that is subject to the same maximum tax rates as long-term capital gains. The portion of a dividend that will qualify for this treatment will depend on the aggregated qualified income received by a Fund. Notwithstanding this, certain holding period requirements with respect to a shareholder’s shares in a Fund may apply to prevent the shareholder from treating any portion of a dividend as “qualified dividend income.” The favorable treatment of qualified dividends is currently scheduled to expire after 2010. Additional information about this can be found in the SAI.

Taxes on transactions. Unless a transaction involves Fund shares held in a tax-deferred account, redemptions, including sales and exchanges to other Funds, may also give rise to capital gains or losses. The amount of any capital gain or loss will be the difference, if any, between the adjusted cost basis of your shares and the price you receive when you sell or exchange them. In general, a capital gain or loss will be treated as a long-term capital gain or loss if you have held your shares for more than one year.

Whenever you sell shares of a Fund, you will be sent a confirmation statement showing how many shares you sold and at what price. However, you or your tax preparer must determine whether this sale resulted in a capital gain or loss and

22 | Prospectus TIAA-CREF Institutional Mutual Funds • Institutional Class

the amount of tax to be paid on any gain. Be sure to keep your regular account statements; the information they contain will be essential in calculating the amount of your capital gains or losses.

Backup withholding. If you fail to provide a correct taxpayer identification number or fail to certify that it is correct, the Funds are required by law to withhold 28% of all the distributions and redemption proceeds paid from your account. The Funds are also required to begin backup withholding if instructed by the IRS to do so.

Buying a dividend. If you buy shares just before a Fund deducts a distribution from its net asset value, you will pay the full price for the shares and then receive a portion of the price back in the form of a taxable distribution. This is referred to as “buying a dividend.” For example, assume you bought shares of a Fund for $10.00 per share the day before the Fund paid a $0.25 dividend. After the dividend was paid, each share would be worth $9.75, and, unless you held your shares through a tax deferred arrangement such as 401(a), 401(k) or 403(b) plans or IRAs, you would have to include the $0.25 dividend in your gross income for tax purposes.

Effect of foreign taxes. Foreign governments may impose taxes on a Fund and its investments and these taxes generally will reduce such Fund’s distributions. If a Fund qualifies to pass through a credit for such taxes paid and elects to do so, an offsetting tax credit or deduction may be available to you. If so, your tax statement will show more taxable income than was actually distributed by the Fund, but will also show the amount of the available offsetting credit or deduction.

Other restrictions. There are tax requirements that all mutual funds must follow in order to avoid federal taxation. In its effort to adhere to these requirements, a Fund may have to limit its investment in some types of instruments.

Special considerations for certain institutional investors. If you are a corporate investor, a portion of the dividends from net investment income paid by a Fund may qualify for the corporate dividends-received deduction. The portion of the dividends that will qualify for this treatment will depend on the aggregate qualifying dividend income received by the Fund from domestic (U.S.) sources. Certain holding period and debt financing restrictions may apply to corporate investors seeking to claim the deduction.

Taxes Related to Employee Benefit Plans or IRAs. Generally, individuals are not subject to federal income tax in connection with Institutional Class shares they hold (or that are held on their behalf) in participant or custody accounts under Code section 401(a) employee benefit plans (including 401(k) and Keogh plans), Code section 403(b) or 457 employee benefit plans, or IRAs. Distributions from such plan participant or custody accounts may, however, be subject to ordinary income taxation in the year of the distribution. For information about the tax aspects of your plan or IRA or Keogh account, please consult your plan administrator, TIAA-CREF or your tax advisor.

This information is only a brief summary of certain federal income tax information about your investment in a Fund. The investment may have state, local or foreign tax consequences, and you should consult your tax advisor about

TIAA-CREF Institutional Mutual Funds • Institutional Class Prospectus | 23

the effect of your investment in a Fund in your particular situation. Additional tax information can be found in the SAI.

YOUR ACCOUNT: BUYING, REDEEMING
OR EXCHANGING SHARES

INSTITUTIONAL CLASS SHARES — ELIGIBLE INVESTORS

Institutional Class shares of the Funds are available for purchase by or through certain intermediaries affiliated with TIAA-CREF or other non-affiliated persons or intermediaries, such as state-sponsored tuition savings plans or prepaid plans or insurance company separate accounts, or employer-sponsored employee benefit plans, who have entered into a contract or arrangement that enables them to purchase shares of the Funds, or other affiliates of TIAA-CREF or other persons that the Trust may approve from time to time. Under certain circumstances, this class may be offered through accounts established by employers, or the trustees of plans sponsored by employers, through TIAA-CREF in connection with certain employee benefit plans, such as 401(a) (including 401(k) and Keogh plans), 403(a), 403(b) and 457 plans, or through custody accounts established by individuals through TIAA-CREF as IRAs. Shareholders investing through such a plan may have to pay additional expenses related to the administration of such plans. Collectively, contractually eligible investors for the Institutional Class of the Funds are referred to as “Eligible Investors” in the rest of this prospectus.

HOW TO PURCHASE SHARES


	How to Purchase Shares — For Customers Purchasing Shares Through Intermediaries

Purchases by Eligible Investors

Eligible Investors may invest directly in the Funds. All other prospective investors should contact their intermediary or plan sponsor for applicable purchase requirements. All purchases must be in U.S. dollars.

There may be circumstances when the Trust will not permit Eligible Investors to invest in one or more of the Funds. The Funds reserve the right to suspend or terminate the offering of shares by one or more Funds. The Funds also reserve the right to reject any specific purchase request.

The Funds impose no minimum investment requirement for Eligible Investors and, generally, all purchase requests are treated as being received when they are received in “good order” by the Funds (see below). However, investors purchasing Institutional Class shares through Eligible Investors (like financial intermediaries or employee benefit plans) may purchase shares only in accordance with instructions and limitations pertaining to their account at the intermediary or plan. These Eligible Investors may set different minimum investment requirements for their customers’ investments in Institutional Class shares. Please contact your intermediary or plan sponsor for more information.

24 | Prospectus TIAA-CREF Institutional Mutual Funds • Institutional Class

To purchase shares, an Eligible Investor should instruct its bank to wire money to:


	State Street Bank and Trust Company
	225 Franklin Street
	Boston, MA 02110
	ABA Number 011000028
	DDA Number 9905-454-6.

Specify on the wire:


		(1)	TIAA-CREF Institutional Mutual Funds—Institutional Class;

		(2)	account registration (names of registered owners), address and social security number(s) or taxpayer identification number;

		(3)	whether the investment is for a new or existing account (provide Fund account number if existing); and

		(4)	the Fund or Funds in which you want to invest, and amount to be invested in each.

Points to Remember for All Purchases


	•	Each investment by an Eligible Investor in Institutional Class shares of the Funds must be for a specified dollar amount. The Funds cannot accept purchase requests specifying a certain price, date, or number of shares; the Funds will return these investments.

	•	If you invest in the Institutional Class of the Funds through an Eligible Investor, the Eligible Investor may charge you a fee in connection with your investment (in addition to the fees and expenses deducted by the Funds). Contact the Eligible Investor to learn whether there are any other conditions, such as a minimum investment requirement, on your transactions. In addition, Eligible Investors that are not themselves affiliated with TIAA-CREF may be charged a fee by their intermediary or plan sponsor (in addition to the fees and expenses deducted by the Funds).

	•	If the Funds do not receive good funds through wire transfer, this will be treated as a redemption of the shares purchased. You will be responsible for any resulting loss incurred by any of the Funds. If you are already a shareholder, shares from any of your account(s) may be redeemed as reimbursement for all losses. The Funds also reserve the right to restrict you from making future purchases in any of the Funds.


	•	Federal law requires the Funds to obtain, verify and record information that identifies each person who opens an account. Until the Funds receive such information, the Funds may not be able to open an account or effect transactions for you. Furthermore, if the Funds are unable to verify your identity, or that of another person authorized to act on your behalf, or if it is believed potential criminal activity has been identified, the Funds reserve the right to take such action as deemed appropriate, which may include closing your account.

TIAA-CREF Institutional Mutual Funds • Institutional Class Prospectus | 25

In-Kind Purchases of Shares

Advisors, at its sole discretion, may permit an Eligible Investor to purchase Institutional Class shares with investment securities (instead of cash), if: (1) Advisors believes the securities are appropriate investments for the particular Fund; (2) the securities offered to the Fund are not subject to any restrictions upon their sale by the Fund under the Securities Act of 1933, or otherwise; and (3) the securities are permissible holdings under the Fund’s investment restrictions. If the Fund accepts the securities, the Eligible Investor’s account will be credited with Fund shares equal in net asset value to the market value of the securities received. Eligible Investors interested in making in-kind purchases should contact the Funds or their intermediary or plan sponsor.

How to Purchase Shares — For Customers Purchasing Shares Directly

Under certain circumstances, Institutional Class shares of the Funds may be offered directly to certain individuals or institutions.

How to Open an Account and Make Subsequent Investments

If you would like an application, or if you have any questions or need help completing the application, call your Relationship Manager.

The Funds consider all requests for purchases, checks, and other forms of payments to be received when they are received in “good order” by the Funds’ transfer agent (or other authorized Fund agent) (see below). The Funds will not accept third-party checks. (The Funds consider any check not made payable directly to TIAA-CREF Institutional Mutual Funds as a third-party check). The Funds cannot accept checks made out to you or other parties and signed over to the Funds. The Funds will not accept payment in the following forms: travelers checks, money orders, credit card convenience checks, cashier’s checks, cash or starter checks. The Funds will not accept corporate checks for investment into non-corporate accounts. All purchases must be in U.S. dollars and checks drawn on U.S. banks. The Funds will only accept accounts with a U.S. address of record. The Funds will not accept a P.O. Box as the address of record.

To open an account by mail: Send your check, made payable to TIAA-CREF Institutional Mutual Funds, and application to:


	First Class Mail:		The TIAA-CREF Institutional Mutual Funds—
			Institutional Class
			c/o Boston Financial Data Services
			P.O. Box 8009
			Boston, MA 02266-8009

	Overnight Mail:		The TIAA-CREF Institutional Mutual Funds—
			Institutional Class
			c/o Boston Financial Data Services
			30 Dan Road Canton, MA 02021-2809

26 | Prospectus TIAA-CREF Institutional Mutual Funds • Institutional Class

To open an account by wire: Send the Funds your application by mail, then call your Relationship Manager to confirm that your account has been established. Or, you may forward your application and request for an account number directly to your Relationship Manager. Instruct your bank to wire money to:


	State Street Bank and Trust Company
	225 Franklin Street
	Boston, MA 02110
	ABA Number 011000028
	DDA Number 9905-454-6

Specify on the wire:


	•	The TIAA-CREF Institutional Mutual Funds—Institutional Class

	•	Account registration (names of registered owners), address and Taxpayer Identification Number

	•	Indicate if this is for a new or existing account (provide fund account number if existing)

	•	The Fund or Funds in which you want to invest, and amount per Fund to be invested

Additionally, Advisors, at its sole discretion, may permit you to purchase Institutional Class shares with investment securities (instead of cash), if: (1) Advisors believes the securities are appropriate investments for the particular Fund; (2) the securities offered to the Fund are not subject to any restrictions upon their sale by the Fund under the Securities Act of 1933, or otherwise; and (3) the securities are permissible holdings under the Fund’s investment restrictions. If the Fund accepts the securities, your account will be credited with Fund shares equal in net asset value to the market value of the securities received. If you are interested in making in-kind purchases, contact your Relationship Manager.

You can purchase additional shares in any of the following ways:

By Mail: Send a check to either of the addresses listed above with the registration of the account, fund account number, the Fund or Funds you want to invest in and the amount to be invested in each Fund.

By Wire: To buy additional shares by wire, follow the instructions above for opening an account by wire. (You do not have to send the Funds an application again.)

Points to Remember for All Purchases:


	•	Your investment must be for a specified dollar amount. The Funds cannot accept purchase requests specifying a certain price, date, or number of shares; the Funds will return these investments.

	•	The Funds reserve the right to reject any application or investment. There may be circumstances when the Funds will not accept new investments in one or more of the Funds.

	•	If your purchase check does not clear or payment on it is stopped, or if the Funds do not receive good funds through wire transfer or electronic funds

TIAA-CREF Institutional Mutual Funds • Institutional Class Prospectus | 27


		transfer, the Funds will treat this as a redemption of the shares purchased. You will be responsible for any resulting loss incurred by any of the Funds or Advisors. If you are already a shareholder, the Funds can redeem shares from any of your account(s) as reimbursement for all losses. The Funds also reserve the right to restrict you from making future purchases in any of the Funds. There is a $25 fee for all returned items, including checks and electronic funds transfers. Please note that there is a 10-calendar day hold on all purchases by check.

	•	Federal law requires the Funds to obtain, verify and record information that identifies each person who opens an account. Until you provide the Funds with the information, the Funds may not be able to open an account or effect transactions for you. Furthermore, if the Funds are unable to verify your identity, or that of another person authorized to act on your behalf, or if it is believed potential criminal activity has been identified, the Funds reserve the right to take such action as they deem appropriate, which may include closing your account.

	•	Your ability to purchase shares may be restricted due to limitations on exchanges.

HOW TO REDEEM SHARES


	How to Redeem Shares — for Customers Purchasing Shares Through Intermediaries

Eligible Investors can redeem (sell) their Institutional Class shares at any time. Certain redemptions of shares of the International Fund will be subject to the Redemption Fee (see the section entitled “Redemption or Exchange Fee” below). If your shares were purchased through an Eligible Investor, contact the Eligible Investor for applicable redemption requirements. Shares purchased through an Eligible Investor must be redeemed by the Eligible Investor. For further information, contact your intermediary or plan sponsor.

The Funds will only accept redemption requests that specify a dollar amount or number of shares to be redeemed. All other requests, including those specifying a certain price or date, will be returned.

The Funds accept redemption orders through a telephone request made by calling 877 554-1011.

Usually, the Funds send redemption proceeds (minus any applicable Redemption Fee) to the Eligible Investor on the second business day after the Funds receive a redemption request in good order (see below), but not later than seven days afterwards. If a redemption is requested shortly after a recent purchase by check, it may take 10 calendar days for your check to clear and for your shares to be available for redemption.

The Funds can postpone payment if: (a) the NYSE is closed for other than usual weekends or holidays, or trading on the NYSE is restricted; (b) an

28 | Prospectus TIAA-CREF Institutional Mutual Funds • Institutional Class

emergency exists as defined by the SEC, or the SEC requires that trading be restricted; or (c) the SEC permits a delay for the protection of investors.

The Funds send redemption proceeds to the Eligible Investor at the address or bank account of record. If proceeds are to be sent elsewhere, the Funds will require a letter of instruction from the Eligible Investor with a medallion signature guarantee. The Funds can send the redemption proceeds by check to the address of record or by wire transfer.

In-Kind Redemptions of Shares

Large redemptions by any Eligible Investor that exceed the lesser of $250,000 or 1% of a Fund’s assets during any 90-day period may be considered detrimental to the Fund’s other shareholders. Therefore, at its sole discretion, the Fund may require that you take a “distribution in-kind” upon redemption and may give you portfolio securities instead of cash. The securities you receive in this manner represent a portion of the Fund’s entire portfolio.

How to Redeem Shares — for Customers Purchasing Shares Directly

You can redeem (sell) your Institutional Class shares at any time. Certain redemptions of shares of the International Fund will be subject to the Redemption Fee (discussed below). Usually, the Funds send your redemption proceeds (minus any applicable Redemption Fee) to you on the second business day after the Funds receive your request, but not later than seven days afterwards, assuming the request is received in “good order” by the Funds’ transfer agent (or other authorized Fund agent) (see below). If you request a redemption of shares shortly after you have purchased those shares by check, it may take 10 calendar days for your check to clear and for your shares to be available for redemption.

The Funds send redemption proceeds (minus any applicable Redemption Fee) to the shareholder of record at his/her address or bank of record. If proceeds are to be sent to someone else, a different address, or a different bank, the Funds will require a letter of instruction with a Medallion Signature Guarantee for each account holder (see below). The Funds can send your redemption proceeds in several different ways: by check to the address of record; by electronic transfer to your bank; or by wire transfer.

The Funds can postpone payment if (a) the New York Stock Exchange is closed for other than usual weekends or holidays, or trading on the New York Stock Exchange is restricted; (b) an emergency exists as defined by the SEC, or the SEC requires that trading be restricted; or (c) the SEC permits a delay for the protection of investors.

To redeem your shares either contact your Relationship Manager or send your written request to either of the addresses listed in the “How to Open an Account and Make Subsequent Investments” section. Requests must include: account number, transaction amount (in dollars or shares), signatures of all owners exactly as registered on the account, Medallion Signature Guarantees of each owner on the account (if required), and any other required supporting legal documentation.

TIAA-CREF Institutional Mutual Funds • Institutional Class Prospectus | 29

Points to Remember when Redeeming:


	•	The Funds cannot accept redemption requests specifying a certain price or date; these requests will be returned.

	•	If you request a redemption within 30 days of changing your address, or if you would like the proceeds sent to someone else, you must send the Funds your request in writing with a Medallion Signature Guarantee of all owners exactly as registered on the account.

	•	Large redemptions that exceed the lesser of $250,000 or 1% of a Fund’s assets during any 90-day period may be considered detrimental to the Fund’s other shareholders. Therefore, at its sole discretion, a Fund may require that you take a “distribution in-kind” upon redemption and may give you portfolio securities instead of cash. The securities you receive in this manner represent a portion of the Fund’s entire portfolio.

	•	Certain redemptions of shares of the International Fund (regardless of whether through a financial intermediary or directly) will be subject to the Redemption Fee (discussed below).

HOW TO EXCHANGE SHARES

How to Exchange Shares — for Customers Purchasing Shares Through Intermediaries

You can exchange Institutional Class shares in a Fund for Institutional Class shares of any other Fund through an intermediary at any time. Exchanges involving shares of the International Fund held less than 60 days will be subject to the Redemption Fee.

Eligible Investors can exchange Institutional Class shares in a Fund for Institutional Class shares of any other Fund at any time. (An exchange is a simultaneous redemption of shares in one Fund and a purchase of shares in another Fund.) Certain exchanges of shares of the International Fund will be subject to the Redemption Fee (discussed below). If you hold shares through an intermediary, plan sponsor or other Eligible Investor, contact the Eligible Investor for applicable exchange requirements. Exchanges between accounts can be made only if the accounts are registered in the same name(s), address and social security number(s) or taxpayer identification number. An exchange is considered a sale of securities, and therefore is a taxable event.

The Funds reserve the right to reject any exchange request and to modify, suspend or terminate the exchange privilege for any shareholder or class of shareholders. This may be done, in particular, when your transaction activity is deemed to be harmful to the Fund, including market timing activity.

Eligible Investors can make an exchange through a telephone request by calling 800 897-9069. Once made, an exchange request cannot be modified or canceled.

How to Exchange Shares — for Customers Purchasing Shares Directly

You can exchange Institutional Class shares in a Fund for Institutional Class shares of any other Fund at any time. Exchanges involving shares of the International Fund held less than 60 days may be subject to the Redemption Fee.

30 | Prospectus TIAA-CREF Institutional Mutual Funds • Institutional Class

Any minimum investment amounts that apply to purchases also apply to exchanges. (An exchange is a simultaneous redemption of shares in one Fund and a purchase of shares in another Fund.) Exchanges between accounts can be made only if the accounts are registered identically in the same name (s), address and social security or tax identification number. Certain exchanges of shares of the International Fund will be subject to the Redemption Fee (discussed below). If you would like to make an exchange, you may either call your Relationship Manager or send a letter of instruction to either of the addresses in the “How to Open an Account and Make Subsequent Investments” section. The letter must include your name, address, and the Funds and/or accounts you want to exchange between.

Points to Remember when Exchanging:


	•	Make sure you understand the investment objective of the Fund into which you exchange shares. The exchange option is not designed to allow you to time the market. It gives you a convenient way to adjust the balance of your account so that it more closely matches your overall investment objectives and risk tolerance level.


	•	The Funds reserve the right to reject any exchange request and to modify or terminate the exchange option. This may be done, in particular, when your transaction activity is deemed to be harmful to the Fund, including market-timing activity.


	•	An exchange is considered a sale of securities, and therefore is taxable.

	•	Certain exchanges of shares of the International Fund (regardless of whether through a financial intermediary or directly) will be subject to the Redemption Fee (discussed below).

OTHER INVESTOR INFORMATION

Other Investor Information — For Investors Purchasing Through Intermediaries

Good Order. Requests for transactions by Eligible Investors will not be processed until they are received in good order by the Funds’ transfer agent (or other authorized Fund agent). “Good order” means that an Eligible Investor’s transaction request includes its Fund account number, the amount of the transaction (in dollars or shares), signatures of all account owners exactly as registered on the account and any other supporting legal documentation that may be required. Intermediaries or plan sponsors may have their own requirements for considering transaction requests to be in “good order.” If you hold your shares through an intermediary or plan sponsor, please contact them for their specific “good order” requirements.

Share Price. If the Funds’ transfer agent (or other authorized Fund agent) receives an Eligible Investor’s order to purchase or redeem shares anytime before close of regular trading on the NYSE (usually 4:00 p.m. Eastern Time), the transaction price will be the NAV per share for that day. If an Eligible Investor

TIAA-CREF Institutional Mutual Funds • Institutional Class Prospectus | 31

makes a purchase or redemption request after close of regular trading on the NYSE, the transaction price will be the NAV per share for the next business day. If you purchased shares through an Eligible Investor, the Eligible Investor may require you to communicate to it any purchase, redemption or exchange request by a specified deadline earlier than 4:00 p.m. in order to receive that day’s NAV per share as the transaction price.

Taxpayer Identification Number. Each Eligible Investor must provide its taxpayer identification number (which, for most individuals, is your social security number) to the Funds and indicate whether or not it is subject to back-up withholding. If an Eligible Investor does not furnish its taxpayer identification number, redemptions and exchanges of shares, as well as dividends and capital gains distributions, will be subject to back-up tax withholding.

Medallion Signature Guarantee. For some transaction requests by an Eligible Investor, the Funds may require a letter of instruction from the Eligible Investor with a Medallion Signature Guarantee. This requirement is designed to protect you and the Funds from fraud, and to comply with rules on stock transfers.

Transferring Shares. An Eligible Investor may transfer ownership of its shares to another person or organization that also qualifies as an Eligible Investor or may change the name on its account by sending the Funds written instructions. All registered owners of the account must sign the request and provide signature guarantees.

Customer Complaints. Customer complaints may be directed to TIAA-CREF Institutional Mutual Funds, 730 Third Ave., New York, NY 10017-3206, attention: Director, Mutual Fund Distribution Services.

Other Investor Information — For Investors Purchasing Shares Directly

Good Order. Purchase, redemption and exchange requests are not processed until received in good order by the Funds’ transfer agent (or other authorized Fund agent). “Good order” means actual receipt of the order along with all information and supporting legal documentation necessary to effect the transaction by the Funds’ transfer agent (or other authorized Fund agent).

Share Price. If your purchase, redemption or exchange order is received by the Funds’ transfer agent (or other authorized Fund agent) in good order anytime before close of regular trading on the NYSE (usually 4:00 p.m. Eastern Time), the transaction price will be the NAV per share for that day. If you make a purchase or redemption request after close of regular trading on the NYSE, the transaction price will be the NAV per share for the next business day.

Minimum Account Size. While there is currently no minimum account size, the Funds reserve the right, without prior notice, to establish a minimum amount required to open, maintain or add to an account.

Tax Identification Number. You must give the Funds your taxpayer identification number and tell the Funds whether or not you are subject to back-up withholding for prior under-reporting. If you do not furnish your taxpayer identification number, your account application will be rejected and returned to you.

32 | Prospectus TIAA-CREF Institutional Mutual Funds • Institutional Class

Changing Your Address. To change the address on your account, please contact your Relationship Manager or send the Funds a written notification.

Medallion Signature Guarantee. For some transaction requests (for example, when you are redeeming shares within 30 days of changing your address, bank or bank account or adding certain new services to an existing account), the Funds require a Medallion Signature Guarantee of each owner of record of an account. This requirement is designed to protect you and the Trust from fraud, and to comply with rules on stock transfers. A Medallion Signature Guarantee is a written endorsement from an eligible guarantor institution that the signature(s) on the written request is (are) valid. Certain commercial banks, trust companies, savings associations, credit unions and members of the Unites States stock exchange participate in the Medallion Signature Guarantee program. No other form of signature verification will be accepted. A notary public cannot provide a signature guarantee. For more information about when a signature guarantee is required, please contact your Relationship Manager.

Transferring Shares. You can transfer ownership of your account to another person or organization or change the name on your account by sending the Funds written instructions. All registered owners of the account must sign the request and provide Medallion Signature Guarantees. When you change the name on an account, shares in that account are transferred to a new account.

Limitations. Federal laws designed to counter terrorism and prevent money laundering might, in certain circumstances, require the Funds to block an account owner’s ability to make certain transactions and thereby refuse to accept a purchase order or any request for transfers or withdrawals, until instructions are received from the appropriate regulator. The Funds may also be required to provide additional information about you and your account to government regulators.

Advice About Your Account. Representatives of TPIS or Services may recommend that you buy Fund shares. TPIS, a TIAA subsidiary, is considered the principal underwriter for the Funds and Services, a TIAA subsidiary, has entered into an agreement with TPIS to sell Fund shares. Neither TPIS nor Services receives commissions for these recommendations.

Customer Complaints. Customer complaints may be directed to TIAA-CREF Institutional Mutual Funds, 730 Third Ave., New York, NY 10017-3206, attention: Director, Mutual Fund Distribution Services.

TIAA-CREF Web Center and Telephone Transactions. The Funds are not liable for losses from unauthorized TIAA-CREF Web Center and telephone transactions so long as reasonable procedures designed to verify the identity of the person effecting the transaction are followed. The Funds require the use of personal identification numbers, codes and other procedures designed to reasonably confirm that instructions given through TIAA-CREF’s Web Center or by telephone are genuine. The Funds also tape record telephone instructions and provide written confirmations of such instructions. The Funds accept all telephone instructions that are reasonably believed to be genuine and accurate.

TIAA-CREF Institutional Mutual Funds • Institutional Class Prospectus | 33

However, you should verify the accuracy of your confirmation statements immediately after you receive them. The Funds may suspend or terminate Internet or telephone transaction facilities at any time, for any reason.

MARKET TIMING/EXCESSIVE TRADING POLICY

There are shareholders who may try to profit from making transactions back and forth among the Funds, in an effort to “time” the market. As money is shifted in and out of the Funds, the Funds may incur transaction costs, including, among other things, expenses for buying and selling securities. These costs are borne by all Fund shareholders, including long-term investors who do not generate these costs. In addition, market timing can interfere with efficient portfolio management and cause dilution, if timers are able to take advantage of pricing inefficiencies. Consequently, the Funds are not appropriate for such market timing and you should not invest in the Funds if you want to engage in market timing activity.

The Board of Trustees has adopted policies and procedures to discourage this market timing activity. Under these policies and procedures, if, within a 60-calendar day period, a shareholder redeems or exchanges any monies out of a Fund, subsequently purchases or exchanges any monies back into that same Fund and then redeems or exchanges any monies out of that same Fund, the shareholder will not be permitted to transfer back into that same Fund through a purchase or exchange for 90 calendar days. The International Fund will charge a Redemption Fee on redemptions of shares occurring within 60 calendar days of the initial purchase date of the shares. The Fee is intended to defray the brokerage commissions, market impact and other costs of liquidating a shareholder’s investment in the International Fund and to discourage short-term trading of International Fund shares. See the section entitled “Redemption Or Exchange Fee” for additional information on the Redemption Fee.

The Funds’ market timing policies and procedures will not be applied to certain types of transactions like reinvestments of dividends and capital gains distributions, systematic withdrawals, systematic purchases, automatic rebalancings, certain transactions made within a retirement or employee benefit plan, such as contributions, mandatory distributions, loans and plan sponsor-initiated transactions, and other types of transactions specified by the Fund’s management. In addition, the market timing policies and procedures will not apply to certain tuition (529) programs, funds of funds, wrap programs, asset allocation programs and other similar programs that are approved by the Funds’ management. The Funds’ management may also waive the market timing policies and procedures when it is believed that such waiver is in a Fund’s best interests, including but not limited to when it is determined that enforcement of these policies and procedures is not necessary to protect the Fund from the effects of short-term trading.

The Funds also reserve the right to reject any purchase or exchange request, including when it is believed that a request would be disruptive to a Fund’s efficient portfolio management. The Funds also may suspend or terminate your ability to transact by telephone, fax or Internet for any reason, including

34 | Prospectus TIAA-CREF Institutional Mutual Funds • Institutional Class

the prevention of market timing. A purchase or exchange request could be rejected or electronic trading privileges could be suspended because of the timing or amount of the investment or because of a history of excessive trading by the investor. Because the Funds have discretion in applying this policy, it is possible that similar transaction activity could be handled differently because of the surrounding circumstances.

The Funds’ portfolio securities are fair valued, as necessary (most frequently with respect to international holdings), to help ensure that a portfolio security’s true value is reflected in the Funds’ NAVs, thereby minimizing any potential stale price arbitrage.

The Funds seek to apply their specifically defined market timing policies and procedures uniformly to all shareholders, and not to make exceptions with respect to these policies and procedures (beyond the exceptions noted above). The Funds make reasonable efforts to apply these policies and procedures to shareholders who own shares through omnibus accounts. The Funds have the right to modify their market timing policies and procedures at any time without advance notice. These efforts may include requesting transaction data from intermediaries from time to time to verify whether a Fund’s policies are being followed and/or to instruct intermediaries to take action against shareholders who have violated a Fund’s market timing policies.

The Funds are not appropriate for market timing. You should not invest in the Funds if you want to engage in market timing activity.

Shareholders seeking to engage in market timing may deploy a variety of strategies to avoid detection, and, despite the Funds’ efforts to discourage market timing, there is no guarantee that a Fund or its agents will be able to identify such shareholders or curtail their trading practices.

If you invest in a Fund through an intermediary, including through a retirement or employee benefit plan, you may be subject to additional market timing or excessive trading policies implemented by the intermediary or plan. Please contact your intermediary or plan sponsor for more details.

REDEMPTION OR EXCHANGE FEE

As explained under “Fees and Expenses” the International Fund charges a Redemption Fee of 2.00% of the amount redeemed on redemptions or exchanges out of Fund shares occurring within 60 calendar days of the initial purchase date for the shares.

The Redemption Fee applies to all investors in the International Fund, regardless of whether they purchase shares of the Fund through an omnibus account maintained by an intermediary (such as a broker-dealer or retirement plan administrator) or directly. The Redemption Fee is not a deferred sales charge, commission or fee to finance sales of International Fund shares; rather, the Fee is paid to the International Fund to defray the brokerage commissions, market impact and other costs of liquidating a shareholder’s investment in the Fund and to discourage short-term trading of Fund shares.

TIAA-CREF Institutional Mutual Funds • Institutional Class Prospectus | 35

In determining whether the Redemption Fee is applicable to a particular redemption, the International Fund will use the “first-in, first-out” (FIFO) method to determine the 60-day holding period. Under this method, the date of redemption or exchange will be compared to the earliest purchase date of shares held in the International Fund by a shareholder. If this holding period is 60 calendar days or less, then the Redemption Fee will be charged, except as provided below.

The International Fund will not apply the Redemption Fee to reinvestments of dividends and capital gains distributions, systematic withdrawals, systematic purchases, automatic rebalancings, certain transactions made within a retirement or employee benefit plan, such as contributions, mandatory distributions, loans and plan sponsor-initiated transactions and other types of transactions specified by the Fund’s management. In addition, the Redemption Fee will not apply to certain tuition (529) programs, funds of funds, wrap programs, asset allocation programs and other similar programs that are approved by the Fund’s management.

The Redemption Fee may be waived under certain circumstances involving involuntary redemption imposed by an insurance company or a plan sponsor. Contact your insurance company or plan sponsor or refer to your plan documents for more information on whether the Redemption Fee is applied to your shares. In addition to the circumstances noted above, management for the International Fund reserves the right to waive the Redemption Fee at its discretion where it believes such waiver is in the Fund’s best interests, including but not limited to when it determines that imposition of the Redemption Fee is not necessary to protect the Fund from the effects of short-term trading. In addition, the International Fund reserves the right to modify or eliminate the Redemption Fee or waivers thereof at any time. If there is a material change to the Redemption Fee, the International Fund will notify you prior to the effective date of the change.

If shares of the International Fund are held and subsequently redeemed through an omnibus account maintained by an intermediary, then the intermediary that places the trade with the International Fund will be responsible for determining the amount of the Redemption Fee for each respective redemption of Fund shares and for the collection of the Fee, if any. However, there can be no assurance that all intermediaries will apply the Redemption Fee, or will apply the Fee in an accurate or uniform manner, and at times the manner in which the intermediary tracks and/or calculates the Redemption Fee may differ from the Fund’s method of doing so.

The Board of Trustees may authorize the imposition of the Redemption Fee from time to time on other Funds, subject to notifying shareholders prior to the effective date of the Fee.

36 | Prospectus TIAA-CREF Institutional Mutual Funds • Institutional Class

ELECTRONIC PROSPECTUSES

If you received this prospectus electronically and would like a paper copy, please contact the Funds and one will be sent to you.

GLOSSARY

Code: The Internal Revenue Code of 1986, as amended, including any applicable regulations and Revenue Rulings.

Equity Securities: Primarily, common stock, preferred stock and securities convertible or exchangeable into common stock, including convertible debt securities, convertible preferred stock and warrants or rights to acquire common stock.

Fixed-Income Securities: Primarily, bonds and notes (such as corporate and government debt obligations), mortgage-backed securities, asset-backed securities and structured securities that generally pay fixed or variable rates of interest; debt obligations issued at a discount from face value (i.e., that have an imputed rate of interest); and other non-equity securities that pay dividends.

Foreign Investment: Securities of foreign issuers, securities or contracts traded or acquired in foreign markets or on foreign exchanges, or securities or contracts payable or denominated in foreign currencies.

Foreign Issuers: Foreign issuers generally include (1) companies whose securities are principally traded outside of the United States, (2) companies having their principal business operations outside of the United States, (3) companies organized outside the United States, and (4) foreign governments and agencies or instrumentalities of foreign governments.

FINANCIAL HIGHLIGHTS

Because the Funds are new, no financial highlights information is currently available for any of the Funds.

TIAA-CREF Institutional Mutual Funds • Institutional Class Prospectus | 37

For more information about the
TIAA-CREF Institutional Mutual Funds

Statement of Additional Information (“SAI”). The SAI contains more information about certain aspects of the Funds. A current SAI has been filed with the Securities and Exchange Commission (“SEC”) and is incorporated into this prospectus by reference. This means that the SAI is legally a part of the prospectus.

Annual and Semiannual Reports. The Funds’ annual and semiannual reports provide additional information about the Funds’ investments. In the Funds’ annual report, you will find a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during the preceding fiscal year. However, the report will not contain information on the Enhanced International Equity Index Fund, Enhanced Large-Cap Growth Index Fund and the Enhanced Large-Cap Value Index Fund because they only recently commenced operations.

Requesting documents. You can request a copy of the SAI or these reports without charge, or contact the Funds for any other purpose, in any of the following ways:


By telephone:
	Call 800 897-9069

In writing:
	TIAA-CREF Institutional Mutual Funds —
	Institutional Class P.O. Box 4674
	New York, NY 10164

Over the Internet:
	www.tiaa-cref.org/mfs

Information about the Trust (including the SAI) can be reviewed and copied at the SEC’s public reference room (202 551-8090) in Washington, D.C. The reports and other information are also available through the EDGAR Database on the SEC’s Internet website at www.sec.gov. Copies of the information can also be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, D.C. 20549.

To lower costs and eliminate duplicate documents sent to your home, the Funds will mail only one copy of the Funds’ prospectus, prospectus supplements, annual and semiannual reports, or any other required documents, to your household, even if more than one shareholder lives there. If you would prefer to continue receiving your own copy of any of these documents, you may call the Funds toll-free or write to the Funds as follows:


By telephone:
	Call 800 478-2966

In writing:
	TIAA-CREF Institutional Mutual Funds —
	Institutional Class
	P.O. Box 4674
	New York, NY 10164

Important Information about procedures for opening a new account

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions, including the Funds, to obtain, verify and record information that identifies each person who opens an account.

What this means for you: When you open an account, the Funds will ask for your name, address, date of birth, social security number and other information that will allow the Funds to identify you, such as your home telephone number. Until you provide the Funds with the information they need, the Funds may not be able to open an account or effect any transactions for you.

811-9301






	STATEMENT OF ADDITIONAL INFORMATION

	TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

	NOVEMBER 30, 2007


	Enhanced International Equity Index Fund Enhanced Large-Cap Growth Index Fund Enhanced Large-Cap Value Index Fund




	This Statement of Additional Information (“SAI”) contains additional information that you should consider before investing in the above-listed series of the TIAA-CREF Institutional Mutual Funds (the “Trust”). The SAI is not a prospectus and should be read carefully in conjunction with the TIAA-CREF Institutional Mutual Funds’ prospectus for the above-listed series dated November 30, 2007 (the “Prospectus”), which may be obtained by writing the Funds at TIAA-CREF Institutional Mutual Funds, 730 Third Avenue, New York, New York 10017-3206 or by calling 800 897-9069. Terms used in the Prospectus are incorporated into this SAI.


	This SAI describes three new investment portfolios of the Trust: the Enhanced International Equity Index Fund, Enhanced Large-Cap Growth Index Fund and the Enhanced Large-Cap Value Index Fund (each, a “Fund”). Each Fund is offering only Institutional Class shares. Capitalized terms used, but not defined, herein have the same meaning as in the Prospectus.

(TIAA CREF LOGO)

Table of Contents


B-2	Investment Objectives, Policies, and Restrictions
B-2	Fundamental Policies
B-3	Investment Policies
B-17	Disclosure of Portfolio Holdings
B-18	Management of the Trust
B-18	The Board of Trustees
B-18	Trustees and Officers
B-20	Equity Ownership of the Trustees
B-21	Trustee and Officer Compensation
B-21	Board Committees
B-22	Proxy Voting Policies
B-23	Principal Holders of Securities
B-23	Underwriter
B-23	Investment Advisory and Other Services
B-23	Investment Advisory Services
B-23	Custodian, Transfer Agent and Fund Accounting Agent
B-23	Independent Registered Public Accounting Firm
B-23	Personal Trading Policy
B-24	Information about the Funds’ Portfolio Management Teams


B-25	About the Trust and the Shares
B-25	Class Structure
B-25	Indemnification of Shareholders
B-26	Indemnification of Trustees
B-26	Limitation of Fund Liability
B-26	Shareholder Meetings and Voting Rights
B-26	Shares
B-26	Additional Funds or Classes
B-26	Dividends and Distributions
B-26	Pricing of Shares
B-26	Investments for Which Market Quotations Are Readily Available
B-27	Equity Securities
B-27	Foreign Investments
B-27	Debt Securities
B-27	Options and Futures
B-27	Investments for Which Market Quotations Are Not Readily Available
B-27	Tax Status
B-32	Brokerage Allocation
B-32	Directed Brokerage
B-32	Legal Matters
B-32	Financial Statements
B-33	Appendix A: TIAA-CREF Policy Statement on Corporate Governance

INVESTMENT OBJECTIVES, POLICIES, AND RESTRICTIONS

The following discussion of investment policies and restrictions supplements the Prospectus descriptions of the investment objective and principal investment strategies of the Funds, which are the three new investment portfolios of the Trust that are described in this SAI. Under the Investment Company Act of 1940, as amended (the “1940 Act”), any fundamental policy of a registered investment company may not be changed without the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of that series. However, each Fund’s investment objective, policies and principal investment strategies described in the Prospectus, as well as the investment restrictions contained in “Investment Policies” below, are not fundamental and therefore may be changed by the Trust’s board of trustees (the “Board of Trustees” or the “Board”) at any time. Each Fund is classified as “diversified” within the meaning of the 1940 Act.

Unless stated otherwise, each of the following investment policies and risk considerations apply to each Fund.

FUNDAMENTAL POLICIES

The following restrictions are fundamental policies of each Fund:


1.	The Fund will not issue senior securities except as Securities and Exchange Commission (“SEC”) regulations permit.

2.	The Fund will not borrow money, except: (a) it may purchase securities on margin, as described in restriction 7 below; and (b) from banks (only in amounts not in excess of 33 ⅓% of the market value of the Fund’s assets at the time of borrowing), and, from other sources, for temporary purposes (only in amounts not exceeding 5%, or such greater amount as may be permitted by law, of the Fund’s total assets taken at market value at the time of borrowing).

3.	The Fund will not underwrite the securities of other companies, except to the extent that it may be deemed an underwriter in connection with the disposition of securities from its portfolio.

4.	The Fund will not purchase real estate or mortgages directly.

5.	The Fund will not purchase commodities or commodities contracts, except to the extent financial contracts (such as futures) are purchased as described herein.

6.	The Fund will not lend any security or make any other loan if, as a result, more than 33 ⅓% of its total assets would be lent to other parties, but this limit does not apply to repurchase agreements.

7.	The Fund will not purchase any security on margin except that the Fund may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities.

8.	The Fund will not, with respect to at least 75% of the value of its total assets, invest more than 5% of its total assets in the securities of any one issuer, other than securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, or hold more than 10% of the outstanding voting securities of any one issuer.


9.	The Fund will not invest in an industry if after giving effect to that investment the Fund’s holding in that industry would exceed 25% of its total assets; however, this restriction does not apply to investments in obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.

With the exception of percentage restrictions relating to borrowings, if a percentage restriction is adhered to at the time of investment, a later increase or decrease in percentage beyond the specified limit resulting from a change in values of portfolio securities will not be considered a violation.

B-2 | Statement of Additional Information TIAA-CREF Institutional Mutual Funds

INVESTMENT POLICIES

The following policies and restrictions are non-fundamental policies of each Fund. These restrictions may be changed without the approval of the shareholders in the affected Fund.

Non-Equity Investments of the Funds. The Funds can, in addition to stocks, hold other types of securities with equity characteristics, such as convertible bonds, preferred stock, warrants and depository receipts or rights. Pending more permanent investments or to use cash balances effectively, the Funds can hold money market instruments as well as other short-term instruments. When market conditions warrant, the Funds can invest directly in debt securities and can also hold debt securities that they acquire because of mergers, recapitalizations or otherwise.

Temporary Defensive Positions. During periods when Teachers Advisors, Inc. (“Advisors”), the investment adviser for the Funds, believes there are unstable market, economic, political or currency conditions domestically or abroad, Advisors may assume, on behalf of a Fund, a temporary defensive posture and (1) without limitation, hold cash and/or invest in money market instruments, or (2) restrict the securities markets in which the Fund’s assets will be invested by investing those assets in securities markets deemed by Advisors to be conservative in light of the Fund’s investment objective and policies. Under normal circumstances, each Fund may invest a portion of its total assets in cash or money market instruments for cash management purposes, pending investment in accordance with the Fund’s investment objective and policies and to meet operating expenses. To the extent that a Fund holds cash or invests in money market instruments, it may not achieve its investment objective.

Liquidity Facility. The Funds participate in a $1.5 billion unsecured revolving credit facility for temporary or emergency purposes including, without limitation, funding of shareholder redemptions that otherwise might require the untimely disposition of securities. The College Retirement Equities Fund (“CREF”), TIAA-CREF Life Funds and TIAA Separate Account VA-1, as well as certain other series of the Trust, each of which is managed by Advisors or an affiliate of Advisors, also participate in this credit facility. An annual commitment fee for the credit facility is borne by the participating Funds. Interest associated with any borrowing under the facility will be charged to the borrowing Funds at rates that are based on the Federal Funds Rate in effect during the time of the borrowing.

If a Fund borrows money, it could leverage its portfolio by keeping securities it might otherwise have had to sell. Leveraging exposes a Fund to special risks, including greater fluctuations in net asset value in response to market changes.

Illiquid Investments. The Board has delegated responsibility to Advisors for determining the value and liquidity of investments held by each Fund. The Funds may invest up to 15% of their net assets (taken at current value) in investments that may not be readily marketable. Investment in illiquid securities poses risks of potential delays in resale. Limitations on resale may have an adverse effect on the marketability of portfolio securities and it may be difficult for the Fund to dispose of illiquid securities promptly or to sell such securities for their fair market value.

Restricted Securities. The Funds may invest in restricted securities. A restricted security is one that has a contractual restriction on resale or cannot be resold publicly until it is registered under the Securities Act of 1933, as amended (the “1933 Act”). From time to time, restricted securities can be considered illiquid. For example, they may be considered illiquid if they are not eligible for sale to qualified institutional purchasers in reliance upon Rule 144A under the 1933 Act. However, purchases by a Fund of securities of foreign issuers offered and sold outside the United States may be considered liquid even though they are restricted. The Board of Trustees from time to time may determine the liquidity of restricted securities.

Preferred Stock. The Funds can invest in preferred stock consistent with their investment objectives.

Options and Futures. Each of the Funds may engage in options (puts and calls) and futures strategies to the extent permitted by the SEC and the Commodity Futures Trading Commission (“CFTC”). The Funds are not expected to use options and futures strategies in a speculative manner, but rather they would use them primarily as hedging techniques or for cash management purposes.

Options and futures transactions may increase a Fund’s transaction costs and portfolio turnover rate and will be initiated only when consistent with its investment objectives.

Option-related activities could include: (1) the sale of covered call option contracts and the purchase of call option contracts for the purpose of closing a purchase transaction; (2) buying covered put option contracts, and selling put option contracts to close out a position acquired through the purchase of such options; and (3) selling call option contracts or buying put option contracts on groups of securities and on futures on groups of securities, and buying similar call option contracts or selling put option contracts to close out a position acquired through a sale of such options. This list of options-related activities is not intended to be exclusive, and the Funds may engage in other types of options transactions consistent with their investment objective and policies and applicable law.

A call option is a short-term contract (generally for nine months or less) that gives the purchaser of the option the right but not the obligation to purchase the underlying security at a fixed exercise price at any time (American style) or at a set time (European style) prior to the expiration of the option regardless of the market price of the security during the option period. As consideration for the call option, the purchaser pays the seller a premium, which the seller retains whether or not the option is exercised. The seller of a call option has the obligation, upon the exercise of the option by the purchaser, to sell the underlying security at the exercise price. Selling a call option would benefit the seller if, over the option period, the underlying security declines in value or does not appreciate above the aggregate of the exercise price and the premium. However, the seller risks an “opportunity loss” of profits if the underlying security appreciates above the aggregate value of the exercise price and the premium.

The Funds may close out a position acquired through selling a call option by buying a call option on the same security with the same exercise price and expiration date as the call option that it had previously sold on that security. Depending on the premium for the call option purchased by a Fund, the Fund will realize a profit or loss on the transaction.

A put option is a similar short-term contract that gives the purchaser of the option the right to sell the underlying security at a fixed exercise price at any time prior to the expiration of the option regardless of the market price of the security during the option period. As consideration for the put option, the purchaser pays the

TIAA-CREF Institutional Mutual Funds Statement of Additional Information | B-3

seller a premium which the seller retains whether or not the option is exercised. The seller of a put option has the obligation, upon the exercise of the option by the purchaser, to purchase the underlying security at the exercise price. The buying of a covered put contract limits the downside exposure for the investment in the underlying security. The risk of purchasing a put is that the market price of the underlying stock prevailing on the expiration date may be above the option’s exercise price. In that case, the option would expire worthless and the entire premium would be lost.

The Funds may close out a position acquired through buying a put option by selling an identical put option on the same security with the same exercise price and expiration date as the put option that it had previously bought on the security. Depending on the premium for the put option purchased by a Fund, the Fund would realize a profit or loss on the transaction.

In addition to options (both calls and puts) on individual securities, there are also options on groups of securities, such as the options on the Standard & Poor’s 100 Index, which are traded on the Chicago Board Options Exchange. There are also options on the futures of groups of securities such as the Standard & Poor’s 500 Index and the New York Stock Exchange Composite Index. The selling of such calls can be used in anticipation of, or in, a general market or market sector decline that may adversely affect the market value of a Fund’s portfolio of securities. To the extent that a Fund’s portfolio of securities changes in value in correlation with a given stock index, the sale of call options on the futures of that index would substantially reduce the risk to the portfolio of a market decline, and, by so doing, provides an alternative to the liquidation of securities positions in the portfolio with resultant transaction costs. A risk in all options, particularly the relatively new options on groups of securities and on the futures on groups of securities, is a possible lack of liquidity. This will be a major consideration before the Fund deals in any option.

There is another risk in connection with selling a call option on a group of securities or on the futures of groups of securities. This arises because of the imperfect correlation between movements in the price of the call option on a particular group of securities and the price of the underlying securities held in the portfolio. Unlike a covered call on an individual security, where a large movement on the upside for the call option will be offset by a similar move on the underlying stock, a move in the price of a call option on a group of securities may not be offset by a similar move in the price of securities held due to the difference in the composition of the particular group and the portfolio itself.

To the extent permitted by applicable regulatory authorities, the Funds may purchase and sell futures contracts on securities or other instruments, or on groups or indices of securities or other instruments. The purpose of hedging techniques using financial futures is to protect the principal value of a Fund against adverse changes in the market value of securities or instruments in its portfolio, and to obtain better returns on investments than available in the cash market. Since these are hedging techniques, the gains or losses on the futures contract normally will be offset by losses or gains, respectively, on the hedged investment. Futures contracts also may be offset prior to the future date by executing an opposite futures contract transaction.

A futures contract on an investment is a binding contractual commitment which, if held to maturity, generally will result in an obligation to make or accept delivery, during a particular future month, of the securities or instrument underlying the contract. By purchasing a futures contract — assuming a “long” position — a Fund legally will obligate itself to accept the future delivery of the underlying security or instrument and pay the agreed price. By selling a futures contract — assuming a “short” position — it legally will obligate itself to make the future delivery of the security or instrument against payment of the agreed price.

Positions taken in the futures markets are not normally held to maturity, but are instead liquidated through offsetting transactions that may result in a profit or a loss. While futures positions taken by the Funds usually will be liquidated in this manner, the Funds may instead make or take delivery of the underlying securities or instruments whenever it appears economically advantageous to a Fund. A clearing corporation associated with the exchange on which futures are traded assumes responsibility for closing out positions and guarantees that the sale and purchase obligations will be performed with regard to all positions that remain open at the termination of the contract.

A stock index futures contract, unlike a contract on a specific security, does not provide for the physical delivery of securities, but merely provides for profits and losses resulting from changes in the market value of the contract to be credited or debited at the close of each trading day to the respective accounts of the parties to the contract. On the contract’s expiration date, a final cash settlement occurs and the futures positions are closed out. Changes in the market value of a particular stock index futures contract reflect changes in the specified index of equity securities on which the future is based.

Stock index futures may be used to hedge the equity investments of Funds with regard to market (systematic) risk (involving the market’s assessment of overall economic prospects), as distinguished from stock specific risk (involving the market’s evaluation of the merits of the issuer of a particular security). By establishing an appropriate “short” position in stock index futures, the Funds may seek to protect the value of its securities portfolio against an overall decline in the market for equity securities. Alternatively, in anticipation of a generally rising market, the Funds can seek to avoid losing the benefit of apparently low current prices by establishing a “long” position in stock index futures and later liquidating that position as particular equity securities are in fact acquired. To the extent that these hedging strategies are successful, the Funds will be affected to a lesser degree by adverse overall market price movements, unrelated to the merits of specific portfolio equity securities, than would otherwise be the case.

Unlike the purchase or sale of a security, no price is paid or received by the Funds upon the purchase or sale of a futures contract. Initially, the Fund will be required to deposit in a segregated account with the broker (futures commission merchant) carrying the futures account on behalf of the Fund an amount of cash, U.S. Treasury securities, or other permissible assets equal to approximately 5% of the contract amount. This amount is known as “initial margin.” The nature of initial margin in futures transactions is different from that of margin in security transactions in that futures contract margin does not involve the borrowing of funds by the customer to finance the transactions. Rather, the initial margin is in the nature of a performance bond or good faith deposit on the contract that is returned to a Fund upon termination of the futures contract

B-4 | Statement of Additional Information TIAA-CREF Institutional Mutual Funds

assuming all contractual obligations have been satisfied. Subsequent payments to and from the broker, called “variation margin,” will be made on a daily basis as the price of the underlying stock index fluctuates making the long and short positions in the futures contract more or less valuable, a process known as “marking to the market.” For example, when a Fund has purchased a stock index futures contract and the price of the underlying stock index has risen, that position will have increased in value, and the Fund will receive from the broker a variation margin payment equal to that increase in value. Conversely, where a Fund has purchased a stock index futures contract and the price of the underlying stock index has declined, the position would be less valuable and the Fund would be required to make a variation margin payment to the broker. At any time prior to expiration of the futures contract, the Fund may elect to close the position by taking an opposite position that will operate to terminate the Fund’s position in the futures contract. A final determination of variation margin is then made, additional cash is required to be paid by or released to the Fund, and the Fund realizes a loss or a gain.

There are several risks in connection with the use of a futures contract as a hedging device. One risk arises because of the imperfect correlation between movements in the prices of the futures contracts and movements in the securities or instruments that are the subject of the hedge. The Funds will attempt to reduce this risk by engaging in futures transactions, to the extent possible, where, in their judgment, there is a significant correlation between changes in the prices of the futures contracts and the prices of the Fund’s portfolio securities or instruments sought to be hedged.

Successful use of futures contracts for hedging purposes also is subject to the user’s ability to correctly predict movements in the direction of the market. For example, it is possible that where a Fund has sold futures to hedge its portfolio against declines in the market, the index on which the futures are written may advance and the values of securities or instruments held in the Fund’s portfolio may decline. If this occurred, the Fund would lose money on the futures and also experience a decline in value in its portfolio investments. However, it is believed that over time the value of a Fund’s portfolio will tend to move in the same direction as the market indices that are intended to correlate to the price movements of the portfolio securities or instruments sought to be hedged. It also is possible that, for example, if a Fund has hedged against the possibility of a decline in the market adversely affecting stocks held in its portfolio and stock prices increased instead, the Fund will lose part or all of the benefit of increased value of those stocks that it has hedged because it will have offsetting losses in its futures positions. In addition, in such situations, if the Fund has insufficient cash, it may have to sell securities or instruments to meet daily variation margin requirements. Such sales may be, but will not necessarily be, at increased prices that reflect the rising market. The Fund may have to sell securities or instruments at a time when it may be disadvantageous to do so.

In addition to the possibility that there may be an imperfect correlation, or no correlation at all, between movements in the futures contracts and the portion of the portfolio being hedged, the prices of futures contracts may not correlate perfectly with movements in the underlying security or instrument due to certain market distortions. First, all transactions in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, investors may close futures contracts through offsetting transactions that could distort the normal relationship between the index and futures markets. Second, the margin requirements in the futures market are less onerous than margin requirements in the securities market, and as a result the futures market may attract more speculators than the securities market does. Increased participation by speculators in the futures market also may cause temporary price distortions. Due to the possibility of price distortion in the futures market and also because of the imperfect correlation between movements in the futures contracts and the portion of the portfolio being hedged, even a correct forecast of general market trends by Advisors still may not result in a successful hedging transaction over a very short time period.

The Funds may also use futures contracts and options on futures contracts to manage their cash flow more effectively. To the extent that the Funds enter into non-hedging positions, they will do so only in accordance with certain CFTC exemptive provisions that permit the Funds to claim an exclusion from the definition of a “commodity pool operator” under the Commodity Exchange Act. The Funds have claimed an exclusion from the definition of the term “commodity pool operator under the Commodity Exchange Act and the regulations thereunder, and therefore, are not subject to registration as commodity pool operators.

Firm Commitment Agreements and Purchase of “When-Issued” Securities. The Funds can enter into firm commitment agreements for the purchase of securities on a specified future date. The Funds expect that these transactions will be relatively infrequent. When a Fund enters into a firm commitment agreement, liability for the purchase price — and the rights and risks of ownership of the securities — accrues to the Fund at the time it becomes obligated to purchase such securities, although delivery and payment occur at a later date. Accordingly, if the market price of the security should decline, the effect of the agreement would be to obligate the Fund to purchase the security at a price above the current market price on the date of delivery and payment. During the time a Fund is obligated to purchase such securities, it will be required to segregate assets. See “Segregated Accounts” below.

Securities Lending. Subject to the Funds’ fundamental investment policies relating to loans of portfolio securities set forth above, the Funds may lend their securities to brokers and dealers that are not affiliated with Teachers Insurance and Annuity Association of America (“TIAA”), are registered with the SEC and are members of the Financial Industry Regulatory Authority (“FINRA”), and also to certain other financial institutions. All loans will be fully collateralized. In connection with the lending of its securities, the Fund will receive as collateral cash, securities issued or guaranteed by the U.S. Government (e.g., Treasury securities), or other collateral permitted by applicable law, which at all times while the loan is outstanding will be maintained in amounts equal to at least 102% of the current market value of the loaned securities, or such lesser percentage as may be permitted by the SEC (not to fall below 100% of the market value of the loaned securities), as reviewed daily.

By lending its securities, a Fund will receive amounts equal to the interest or dividends paid on the securities loaned and in addition will expect to receive a portion of the income generated by the short-term investment of cash received as collateral or, alternatively, where securities or a letter of credit are used as collateral, a

TIAA-CREF Institutional Mutual Funds Statement of Additional Information | B-5

lending fee paid directly to the Fund by the borrower of the securities. Such loans will be terminable by the Fund at any time and will not be made to affiliates of TIAA. The Funds may terminate a loan of securities in order to regain record ownership of, and to exercise beneficial rights related to, the loaned securities, including, but not necessarily limited to, voting or subscription rights, and may, in the exercise of its fiduciary duties, terminate a loan in the event that a vote of holders of those securities is required on a material matter. The Funds may pay reasonable fees to persons unaffiliated with the Fund for services or for arranging such loans, or for acting as securities lending agent. Loans of securities will be made only to firms deemed creditworthy. As with any extension of credit, however, there are risks of delay in recovering the loaned securities, or in liquidating collateral, should the borrower of securities default, become the subject of bankruptcy proceedings, or otherwise be unable to fulfill its obligations or fail financially.

Repurchase Agreements. Repurchase agreements are one of several short-term vehicles the funds can use to manage cash balances effectively. In a repurchase agreement, the Funds buy an underlying debt instrument on condition that the seller agrees to buy it back at a fixed time (usually a relatively short period) and price. The period from purchase to repurchase is usually no more than a week and never more than a year. Repurchase agreements have the characteristics of loans, and will be fully collateralized (either with physical securities or evidence of book entry transfer to the account of the custodian bank) at all times. During the term of the repurchase agreement, a Fund retains the security subject to the repurchase agreement as collateral securing the seller’s repurchase obligation, continually monitors the market value of the security subject to the agreement, and requires the Fund’s seller to deposit with the Fund additional collateral equal to any amount by which the market value of the security subject to the repurchase agreement falls below the resale amount provided under the repurchase agreement. The Funds will enter into repurchase agreements only with member banks of the Federal Reserve System, or with primary dealers in U.S. Government securities or their wholly-owned subsidiaries whose creditworthiness has been reviewed and found satisfactory by Advisors and who have, therefore, been determined to present minimal credit risk.

Securities underlying repurchase agreements will be limited to certificates of deposit, commercial paper, bankers’ acceptances, or obligations issued or guaranteed by the U.S. Government or its agencies or instrumentalities, in which the Fund entering into the agreement may otherwise invest.

If a seller of a repurchase agreement defaults and does not repurchase the security subject to the agreement, the Fund entering into the agreement would look to the collateral underlying the seller’s repurchase agreement, including the securities subject to the repurchase agreement, for satisfaction of the seller’s obligation to the Fund. In such event, the Fund might incur disposition costs in liquidating the collateral and might suffer a loss if the value of the collateral declines. In addition, if bankruptcy proceedings are instituted against a seller of a repurchase agreement, realization upon the collateral may be delayed or limited.

Swap Transactions. The Funds may, to the extent permitted by the SEC, enter into privately negotiated “swap” transactions with other financial institutions in order to take advantage of investment opportunities generally not available in public markets. In general, these transactions involve “swapping” a return based on certain securities, instruments or financial indices with another party, such as a commercial bank, in exchange for a return based on different securities, instruments, or financial indices.

By entering into a swap transaction, the Funds may be able to protect the value of a portion of their portfolios against declines in market value. The Funds may also enter into swap transactions to facilitate implementation of allocation strategies between different market segments or countries or to take advantage of market opportunities that may arise from time to time. A Fund may be able to enhance its overall performance if the return offered by the other party to the swap transaction exceeds the return swapped by the Fund. However, there can be no assurance that the return the Fund receives from the counterparty to the swap transaction will exceed the return it swaps to that party.

While the Funds will only enter into swap transactions with counterparties considered creditworthy (and will monitor the creditworthiness of parties with which it enters into swap transactions), a risk inherent in swap transactions is that the other party to the transaction may default on its obligations under the swap agreement. If the other party to the swap transaction defaults on its obligations, the Fund entering into the agreement would be limited to the agreement’s contractual remedies. There can be no assurance that the Fund will succeed when pursuing its contractual remedies. To minimize a Fund’s exposure in the event of default, it will usually enter into swap transactions on a net basis (i.e., the parties to the transaction will net the payments payable to each other before such payments are made). When a Fund enters into swap transactions on a net basis, the net amount of the excess, if any, of the Fund’s obligations over its entitlements with respect to each such swap agreement will be accrued on a daily basis and an amount of liquid assets having an aggregate market value at least equal to the accrued excess will be segregated by the Fund’s custodian. To the extent a Fund enters into swap transactions other than on a net basis, the amount segregated will be the full amount of the Fund’s obligations, if any, with respect to each such swap agreement, accrued on a daily basis. See “Segregated Accounts,” below.

In addition to other swap transactions, the Enhanced International Equity Index Fund (the “International Fund”) may purchase and sell contracts for difference (“CFDs”). A CFD is a form of equity swap in which its value is based on the fluctuating value of some underlying asset (e.g., shares of a particular stock). A CFD is a contract between two parties, buyer and seller, stipulating that the seller will pay to the buyer the difference between the nominal value of the underlying stock at the opening of the contract and the stock’s value at the close of the contract. The size of the contract and the contract’s expiration date are typically negotiated by the parties to the CFD transaction. CFDs enable the International Fund to take short or long positions on an underlying stock and thus potentially capture gains on movements in the share prices of the stock without the need to own the underlying stock.

By entering into a CFD transaction, the International Fund could incur losses because it would face many of the same types of risks as owning the underlying equity security directly. For example, the International Fund might buy a short position in a CFD and the contract value at the close of the transaction may be greater than the contract value at the opening of the transaction. This may be due to, among other factors, an increase in the market value of the

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underlying equity security. In such a situation, the International Fund would have to pay the difference in value of the contract to the seller of the CFD. As with other types of swap transactions, CFDs also carry counterparty risk, i.e., the risk that the counterparty to the CFD transaction may be unable or unwilling to make payments or to otherwise honor its financial obligations under the terms of the contract. If the counterparty were to do so, the value of the contract, and of the International Fund’s shares, may be reduced.

Entry into a CFD transaction may, in certain circumstances, require the payment of an initial margin and adverse market movements against the underlying stock may require the buyer to make additional margin payments.

Swap agreements may be considered illiquid by the SEC staff and subject to the limitations on illiquid investments. See “Illiquid Investments” above.

To the extent that there is an imperfect correlation between the return on a Fund’s obligation to its counterparty under the swap and the return on related assets in its portfolio, the swap transaction may increase the Fund’s financial risk. No Fund will enter into a swap transaction that is inconsistent with its investment objective, policies and strategies.

Segregated Accounts. In connection with when-issued securities, firm commitments and certain other transactions in which any of the Funds incur an obligation to make payments in the future, the Fund involved may be required to segregate assets with its custodian bank in amounts sufficient to settle the transaction. To the extent required, such segregated assets can consist of liquid assets, including equity or other securities, or other instruments such as cash, U.S. Government securities or other obligations as may be permitted by law.

Investment Companies. Subject to certain exceptions, under the 1940 Act each Fund can invest up to 5% of its assets in any single investment company and up to 10% of its assets in all other investment companies in the aggregate. However, no Fund can hold more than 3% of the total outstanding voting stock of any single investment company. When a Fund invests in another investment company, it bears a proportionate share of expenses charged by the investment company in which it invests. Additionally, the Funds may invest in other investment companies such as exchange-traded funds (“ETFs”).

Borrowing. Each Fund may borrow money from banks (no more than 33 ⅓% of the market value of its assets at the time of borrowing), rather than through the sale of portfolio securities, when such borrowing appears more attractive for the Fund. Each Fund may also borrow money from other sources temporarily (no more than 5% of the total market value of its assets at the time of borrowing), when, for example, the Fund needs to meet liquidity requirements caused by greater than anticipated redemptions. See “Fundamental Policies” above.

Currency Transactions. The value of a Fund’s assets as measured in U.S. dollars may be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations, and the Fund may incur costs in connection with conversions between various currencies. To minimize the impact of such factors on net asset values, the Fund may engage in foreign currency transactions in connection with their investments in foreign securities. The Funds will not speculate in foreign currency, and will enter into foreign currency transactions only to “hedge” the currency risk associated with investing in foreign securities. Although such transactions tend to minimize the risk of loss due to a decline in the value of the hedged currency, they also may limit any potential gain that might result should the value of such currency increase.

The Funds will conduct their currency exchange transactions either on a spot (i.e., cash) basis at the rate prevailing in the currency exchange market, or through forward contracts to purchase or sell foreign currencies. A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are entered into with large commercial banks or other currency traders who are participants in the inter-bank market.

By entering into a forward contract for the purchase or sale of foreign currency involved in underlying security transactions, a Fund is able to protect itself against possible loss between trade and settlement dates for that purchase or sale resulting from an adverse change in the relationship between the U.S. dollar and such foreign currency. This practice is sometimes referred to as “transaction hedging.” In addition, when it appears that a particular foreign currency may suffer a substantial decline against the U.S. dollar, a Fund may enter into a forward contract to sell an amount of foreign currency approximating the value of some or all of its portfolio securities denominated in such foreign currency. This practice is sometimes referred to as “portfolio hedging.” Similarly, when it appears that the U.S. dollar may suffer a substantial decline against a foreign currency, a Fund may enter into a forward contract to buy that foreign currency for a fixed dollar amount.

The Funds may also hedge their foreign currency exchange rate risk by engaging in currency financial futures, options and “cross-hedge” transactions. In “cross-hedge” transactions, a Fund holding securities denominated in one foreign currency will enter into a forward currency contract to buy or sell a different foreign currency (one that generally tracks the currency being hedged with regard to price movements). Such cross-hedges are expected to help protect a Fund against an increase or decrease in the value of the U.S. dollar against certain foreign currencies.

The Funds may hold a portion of their respective assets in bank deposits denominated in foreign currencies, so as to facilitate investment in foreign securities as well as protect against currency fluctuations and the need to convert such assets into U.S. dollars (thereby also reducing transaction costs). To the extent these monies are converted back into U.S. dollars, the value of the assets so maintained will be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations.

The forecasting of short-term currency market movement is extremely difficult and whether a short-term hedging strategy will be successful is highly uncertain. Moreover, it is impossible to forecast with absolute precision the market value of portfolio securities at the expiration of a foreign currency forward contract. Accordingly, a Fund may be required to buy or sell additional currency on the spot market (and bear the expense of such transaction) if its predictions regarding the movement of foreign currency or securities markets prove inaccurate. In addition, the use of cross-hedging transactions may involve special risks, and may leave a Fund in a less advantageous position than if such a

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hedge had not been established. Because foreign currency forward contracts are privately negotiated transactions, there can be no assurance that a Fund will have flexibility to roll-over the foreign currency forward contract upon its expiration if it desires to do so. Additionally, there can be no assurance that the other party to the contract will perform its obligations thereunder.

There is no express limitation on the percentage of a Fund’s assets that may be committed to foreign currency exchange contracts. A Fund will not enter into foreign currency forward contracts or maintain a net exposure in such contracts when that Fund would be obligated to deliver an amount of foreign currency in excess of the value of that Fund’s portfolio securities or other assets denominated in that currency or, in the case of a cross-hedge transaction, denominated in a currency or currencies that Advisors believes will correlate closely to the currency’s price movements. The Funds generally will not enter into forward contracts with terms longer than one year.

Foreign Investments. As described more fully in the Prospectus, each of the Funds, but especially the Enhanced International Equity Index Fund, may invest in foreign securities, including those in emerging markets. In addition to the general risk factors discussed in the Prospectus, there are a number of country or region-specific risks and other considerations that may affect these investments. Many of the risks are more pronounced for investments in emerging market countries, as described below.

General. Since foreign companies may not be subject to accounting, auditing or financial reporting practices, disclosure and other requirements comparable to those applicable to U.S. companies, there may be less publicly available information about a foreign company than about a U.S. company, and it may be difficult to interpret the information that is available. There may be difficulties in obtaining or enforcing judgments against foreign issuers and it also is often more difficult to keep currently informed of corporate actions which affect the prices of portfolio securities. In certain countries, there is less government supervision and regulation of stock exchanges, brokers and listed companies than in the United States.

Volume and liquidity in most foreign markets are less than in the United States, and securities of many foreign companies are less liquid and more volatile than securities of comparable U.S. companies. Notwithstanding the fact that each Fund generally intends to acquire the securities of foreign issuers only where there are public trading markets, investments by a Fund in the securities of foreign issuers may tend to increase the risks with respect to the liquidity of the Fund’s portfolio and the Fund’s ability to meet a large number of shareholder redemption requests should there be economic or political turmoil in a country in which the Fund has a substantial portion of its assets invested or should relations between the United States and foreign countries deteriorate markedly. Securities may trade at price/earnings multiples higher than comparable U.S. securities and such levels may not be sustainable. Fixed commissions on some foreign securities exchanges are higher than negotiated commissions on U.S. exchanges, although the Funds endeavor to achieve most favorable net results on their portfolio transactions.

Foreign markets have different clearance and settlement procedures, and in certain markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct these transactions. Settlement practices for transactions in foreign markets may differ from those in the U.S. markets. Such differences include delays beyond periods customary in the United States and practices, such as delivery of securities prior to receipt of payment, which increase the likelihood of “failed settlement.” The inability of a Fund to make intended security purchases due to settlement problems could cause the Fund to miss attractive investment opportunities. Losses to the Fund due to subsequent declines in the value of portfolio securities, or liabilities arising out of the Fund’s inability to fulfill a contract to sell these securities, could result from failed settlements. In addition, evidence of securities ownership may be uncertain in many foreign countries. As a result, there is a risk that a Fund’s trade details could be incorrectly or fraudulently entered at the time of the transaction, resulting in a loss to the Fund.

With respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, political or social instability, or diplomatic developments that could affect the Fund’s investments in those countries. The economies of some countries differ unfavorably from the U.S. economy in such respects as growth of national product, rate of inflation, capital reinvestment, resource self-sufficiency, and balance of payments position. In addition, the internal politics of some foreign countries are not as stable as in the United States. Governments in certain foreign counties continue to participate to a significant degree, through ownership interest or regulation, in their respective economies. Action by these governments could have a significant effect on market prices of securities and payment of dividends. The economies of many foreign countries are heavily dependent upon international trade and are accordingly affected by protective trade barriers and economic conditions of their trading partners. The enactment by these trading partners of protectionist trade legislation could have a significant adverse effect upon the securities markets of such countries.

Terrorism and related geopolitical risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally.

Investment and Repatriation Restrictions. Foreign investment in the securities markets of certain foreign countries is restricted or controlled to varying degrees. These restrictions limit and at times, preclude investment in certain of such countries (especially countries in emerging markets) and increase the cost and expenses of Funds investing in them. These restrictions may take the form of prior governmental approval, limits on the amount or type of securities held by foreigners, and limits on the types of companies in which foreigners may invest. Additional or different restrictions may be imposed at any time by these or other countries in which the Funds invest. In addition, the repatriation (i.e., remitting back to the United States) of both investment income and capital from several foreign countries is restricted and controlled under certain regulations, including in some cases the need for certain government consents. The Fund could be adversely affected by delays in or a refusal to grant any required governmental registration or approval for repatriation.

Taxes. The dividends and interest payable on certain of the Funds’ foreign portfolio securities may be subject to foreign withholding taxes, thus reducing the net amount of income available for distribution to the Funds’ shareholders.

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Emerging Market Securities. An emerging market security is one issued by a foreign government or private issuer that has one or more of the following characteristics: (i) its principal securities trading market is in an emerging market country, (ii) alone or on a consolidated basis it derives 50% or more of its annual revenue from goods produced, sales made or services performed in emerging markets or (iii) it is organized under the laws of, or has a principal office in, an emerging market country. Based on these criteria, it is possible for a security to be considered issued by an issuer in more than one country. Therefore, it is possible for the securities of any issuer that has one or more of these characteristics in connection with any emerging market country not to be considered an emerging market security if it has one or more of these characteristics in connection with a developed country.

Emerging Markets. Investments in companies domiciled in emerging market countries may be subject to potentially higher risks than investments in companies in developed countries. The term “emerging market” describes any country which is generally considered to be an emerging or developing country by major organizations in the international financial community, such as the International Bank for Reconstruction and Development (more commonly known as the “World Bank”) and the International Finance Corporation. Emerging markets can include every nation in the world except the United States, Canada, Japan, Australia, New Zealand and most nations located in Western Europe.

Risks of investing in emerging markets and emerging market securities include (i) less social, political and economic stability; (ii) the smaller size of the markets for these securities and the currently low or nonexistent volume of trading that results in a lack of liquidity and in greater price volatility; (iii) the lack of publicly available information, including reports of payments of dividends or interest on outstanding securities; (iv) certain national policies that may restrict the Fund’s investment opportunities, including restrictions on investment in issuers or industries deemed sensitive to national interests; (v) local taxation; (vi) the absence of developed structures governing private or foreign investment or allowing for judicial redress for injury to private property; (vii) the absence until recently, in certain countries, of a capital structure or market-oriented economy; (viii) the possibility that recent favorable economic developments in certain countries may be slowed or reversed by unanticipated political or social events in these countries; (ix) restrictions that may make it difficult or impossible for the Fund to vote proxies, exercise shareholder rights, pursue legal remedies, and obtain judgments in foreign courts; (x) the risk of uninsured loss due to lost, stolen, or counterfeit stock certificates; and (xi) possible losses through the holding of securities in domestic and foreign custodial banks and depositories.

In addition, some countries in which the Funds may invest have experienced substantial, and in some periods, extremely high rates of inflation for many years. Inflation and rapid fluctuations in inflation rates have had and may continue to have negative effects on the economies and securities markets of certain countries. Further, the economies of emerging market countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade.

Investment in Canada. The United States is Canada’s largest trading partner, and developments in economic policy do have a significant impact on the Canadian economy. The expanding economic and financial integration of the United States, Canada, and Mexico through the NAFTA Agreement will likely make the Canadian economy and securities market more sensitive to North American trade patterns. Growth in developing nations overseas will likely change the composition of Canada’s trade and foreign investment composition in the near future.

Canada’s parliamentary system of government is, in general, stable. However, one of the provinces, Quebec, does have a “separatist” party whose objective is to achieve sovereignty and increased self-governing legal and financial powers.

Canada is a major producer of commodities such as forest products, metals, agricultural products, and energy related products like oil, gas, and hydroelectricity. Accordingly, changes in the supply and demand of such commodity resources, both domestically and internationally, can have a significant effect on Canadian market performance.

Investment in Europe. The European Union (EU) is an intergovernmental and supranational union of 27 European countries, known as member states. A key activity of the EU is the establishment and administration of a common single market, consisting of, among other things, a single currency (for 13 members) and a common trade policy. The most widely used currency in the EU (and the unit of currency of the European Economic and Monetary Union (EMU)) is the euro, which is in use in 13 of the 27 member states. In addition to adopting a single currency, EMU member countries no longer control their own monetary policies. Instead, the authority to direct monetary policy is exercised by the European Central Bank.

In the transition to the single economic system, significant political decisions will be made which will affect the market regulation, subsidization and privatization across all industries, from agricultural products to telecommunications.

While economic and monetary convergence in the EU may offer new opportunities for those investing in the region, investors should be aware that the success of the EU is not wholly assured. Europe must grapple with a number of challenges, any one of which could threaten the survival of this monumental undertaking. Thirteen disparate economies must adjust to a unified monetary system, the absence of exchange rate flexibility, and the loss of economic sovereignty. Europe’s economies are diverse, its governments are decentralized, and its cultures differ widely. Unemployment is historically high and could pose political risk. One or more member countries might exit the union, placing the currency and banking system in jeopardy. Major issues currently facing the EU cover its membership, structure, procedures and policies; they include the adoption, abandonment or adjustment of the new constitutional treaty, the EU’s enlargement to the south and east, and resolving the EU’s problematic fiscal and democratic accountability. Efforts of the member states to continue to unify their economic and monetary policies may increase the potential for similarities in the movements of European markets and reduce the benefit of diversification within the region.

The EU has been extending its influence to the east. It has accepted new members that were previously behind the Iron Curtain, and has plans to accept several more in the medium-term. For former Iron Curtain countries, membership serves as a strong

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political impetus to employ tight fiscal and monetary policies. Nevertheless, several entrants in recent years are former Soviet satellites and remain burdened to various extents by the inherited inefficiencies of centrally planned economies similar to that which existed under the old Soviet Union.

Further expansion of EU membership has long-term economic benefits, but the remaining European countries are not viewed as currently suitable for membership. Also, as the EU continues to enlarge, the candidate countries’ accessions tend to grow more controversial.

The EU has the largest economy in the world according to the International Monetary Fund, and is expected to grow further over the next decade as more countries join. However, although the EU has set itself an objective to become “the world’s most dynamic and competitive economy” by the year 2010, it is now generally accepted that this target will not be met. The EU’s economic growth has been below that of the United States most years since 1990, and the economic performance of certain of its key members, including Germany and Italy, is a matter of serious concern to policy makers.

Investing in euro-denominated securities entails risk of being exposed to a relatively new currency that may not fully reflect the strengths and weaknesses of the disparate economies that make up the EU. In addition, many European countries rely heavily upon export-dependent businesses and fluctuations in the exchange rate between the euro and the dollar can have either a positive or a negative effect upon corporate profits.

Investment in Eastern Europe. Investing in the securities of Eastern European issuers is highly speculative and involves risks not usually associated with investing in the more developed markets of Western Europe.

Changes occurring in Eastern Europe today could have long-term potential consequences. These changes could result in rising standards of living, lower manufacturing costs, growing consumer spending, and substantial economic growth. However, investment in most countries of Eastern Europe is highly speculative at this time.

Recent political and economic reforms do not eliminate the possibility of a return to centrally planned economies and state-owned industries. Investments in Eastern European countries may involve risks of nationalization, expropriation and confiscatory taxation. In many of the countries of Eastern Europe, there is no stock exchange or formal market for securities. Such countries may also have government exchange controls, currencies with no recognizable market value relative to the established currencies of western market economies, little or no experience in trading in securities, no accounting or financial reporting standards, a lack of a banking and securities infrastructure to handle such trading, and a legal tradition which does not recognize rights in private property.

Further, the governments in such countries may require governmental or quasi-governmental authorities to act as a custodian of the Funds’ assets invested in such countries, and these authorities may not qualify as a foreign custodian under the 1940 Act and exemptive relief from such Act may be required. All of these considerations are among the factors that result in significant risks and uncertainties arising from investing in Eastern Europe.

Investment in Latin America. The political history of certain Latin American countries has been characterized by political, economic and social instability, intervention by the military in civilian and economic spheres, and political corruption. For investors, this has meant additional risk caused by periods of regional conflict, political corruption, totalitarianism, protectionist measures, nationalizations, hyperinflation, debt crises, sudden and large currency devaluation, and military intervention. However, there have been changes in this regard, particularly in the past decade. Democracy is beginning to become well established in some countries. A move to a more mature and accountable political environment is well under way. Domestic economies have been deregulated, privatization of state-owned companies has progressed, and foreign trade restrictions have been relaxed. Nonetheless, to the extent that events such as those listed above that increase the risk of investment in this region continue in the future, they could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers, and result in significant disruption in securities markets.

Most Latin American countries have experienced, at one time or another, severe and persistent levels of inflation, including, in some cases, hyperinflation. This has, in turn, led to high interest rates, extreme measures by governments to keep inflation in check, and a generally debilitating effect on economic growth. Although inflation in many countries has lessened, there is no guarantee it will remain at lower levels.

Certain Latin American countries may experience sudden and large adjustments in their currency which, in turn, can have a disruptive and negative effect on foreign investors. Certain Latin American countries may impose restrictions on the free conversion of their currency into foreign currencies, including the U.S. dollar. There is no significant foreign exchange market for many currencies and it would, as a result, be difficult for the Funds to engage in foreign currency transactions designed to protect the value of the Funds’ interests in securities denominated in such currencies.

A number of Latin American countries are among the largest debtors of developing countries. Argentina’s recent bankruptcy and the spreading financial turmoil in its neighboring countries are just the latest chapters in Latin America’s long history of foreign debt and default. Almost all of the region’s economies have become highly dependent upon foreign credit and loans from external sources to fuel their state-sponsored economic plans. Government profligacy and ill-conceived plans for modernization have exhausted these resources with little benefit accruing to the economy and most countries have been forced to restructure their loans or risk default on their debt obligations. In addition, interest on the foreign debt and other loans is subject to market conditions and may reach levels that would impair economic activity and create a difficult and costly environment for borrowers. There have been moratoria on, and reschedulings of, repayment with respect to these debts. Such events can restrict the flexibility of these debtor nations in the international markets and result in the imposition of onerous conditions on their economies.

Investment in Japan. Government-industry cooperation, a strong work ethic, mastery of high technology, emphasis on education, and a comparatively small defense allocation helped Japan advance with extraordinary speed to become one of the largest economic powers along with the United States and the EU. Despite its impressive history, investors face special risks when investing in Japan.

The Japanese economy languished for much of the last decade. Lack of effective governmental action in the areas of tax reform to reduce high tax rates, banking regulation to address enormous

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amounts of bad debt, and economic reforms to attempt to stimulate spending are among the factors cited as possible causes of Japan’s economic problems. The yen has had a history of unpredictable and volatile movements against the U.S. dollar; a weakening yen hurts U.S. investors holding yen-denominated securities. Finally, the Japanese stock market has experienced wild swings in value and has often been considered significantly overvalued.

Japan has historically depended on oil for most of its energy requirements. Almost all of its oil is imported, the majority from the Middle East. In the past, oil prices have had a major impact on the domestic economy, but more recently Japan has worked to reduce its dependence on oil by encouraging energy conservation and use of alternative fuels. In addition, a restructuring of industry, with emphasis shifting from basic industries to processing and assembly type industries, has contributed to the reduction of oil consumption. However, there is no guarantee this favorable trend will continue.

Overseas trade is important to Japan’s economy. Japan has few natural resources and must export to pay for its imports of these basic requirements. Because of the concentration of Japanese exports in highly visible products such as automobiles, machine tools, and semiconductors and the large trade surpluses ensuing therefrom, Japan has had difficult relations with its trading partners, particularly the United States. It is possible that trade sanctions or other protectionist measures could impact Japan adversely in both the short term and long term.

Over the last few years, the nation’s financial institutions were successfully overhauled under the strong leadership of the government. Banks, in particular, disposed of their huge overhang of bad loans and trimmed their balance sheets, and are now competing with foreign institutions as well as other types of financial institutions. The successful financial sector reform coincided with Japan’s economic recovery, which set the stage for bright future outlook for Japanese companies. Many Japanese companies cut costs, took care of unfunded pension liabilities and wrote off impaired assets during the last few years. As the Japanese economy starts to grow again, they are achieving improved profitability and earnings growth.

Investment in Asia other than Japan. The political history of some Asian countries has been characterized by political uncertainty, intervention by the military in civilian and economic spheres, and political corruption. Such developments, if they continue to occur, could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers and result in significant disruption in securities markets. The economies of many countries in the region are heavily dependent on international trade and are accordingly affected by protective trade barriers and the economic conditions of their trading partners, principally, the United States, Japan, China and the EU.

Certain Asian countries may have managed currencies which are maintained at artificial levels to the U.S. dollar rather than at levels determined by the market. This type of system can lead to sudden and large adjustments in the currency which, in turn, can have a disruptive and negative effect on foreign investors. Certain Asian countries also may restrict the free conversion of their currency into foreign currencies, including the U.S. dollar. There is no significant foreign exchange market for certain currencies and it would, as a result, be difficult for the Funds to engage in foreign currency transactions designed to protect the value of the Funds’ interests in securities denominated in such currencies.

A number of Asian companies are highly dependent on foreign loans for their operation which could impose strict repayment term schedules and require significant economic and financial restructuring.

Depositary Receipts. The Funds may invest in American, European and Global Depositary Receipts (“ADRs,” “EDRs” and “GDRs,” respectively). They are alternatives to the purchase of the underlying securities in their national markets and currencies. Although their prices are quoted in U.S. dollars, they do not eliminate all the risks of foreign investing.

ADRs represent the right to receive securities of foreign issuers deposited in a domestic bank or a foreign correspondent bank. To the extent that a Fund acquires ADRs through banks which do not have a contractual relationship with the foreign issuer of the security underlying the ADR to issue and service such ADRs, there may be an increased possibility that the Fund would not become aware of, and be able to respond to, corporate actions such as stock splits or rights offerings involving the foreign issuer in a timely manner. In addition, the lack of information may result in inefficiencies in the valuation of such instruments. However, by investing in ADRs rather than directly in the stock of foreign issuers, a Fund will avoid currency risks during the settlement period for either purchases or sales. In general, there is a large, liquid market in the United States for ADRs quoted on a national securities exchange or the national market system, including the National Association of Securities Dealers Automated Quotation System (“NASDAQ”). The information available for ADRs is subject to the accounting, auditing and financial reporting standards of the domestic market or exchange on which they are traded, which standards are more uniform and more exacting than those to which many foreign issuers may be subject.

EDRs and GDRs are receipts evidencing an arrangement with a non-U.S. bank similar to that for ADRs and are designed for use in non-U.S. securities markets. EDRs and GDRs are not necessarily quoted in the same currency as the underlying security.

DEBT INSTRUMENTS GENERALLY

A debt instrument held by a Fund will be affected by general changes in interest rates that will, in turn, result in increases or decreases in the market value of the instrument. The market value of non-convertible debt instruments (particularly fixed-income instruments) in a Fund’s portfolio can be expected to vary inversely to changes in prevailing interest rates. In periods of declining interest rates, the yield of a Fund holding a significant amount of debt instruments will tend to be somewhat higher than prevailing market rates, and in periods of rising interest rates, the Fund’s yield will tend to be somewhat lower. In addition, when interest rates are falling, money received by such a Fund from the continuous sale of its shares will likely be invested in portfolio instruments producing lower yields than the balance of its portfolio, thereby reducing the Fund’s current yield. In periods of rising interest rates, the opposite result can be expected to occur.

Ratings as Investment Criteria. Nationally Recognized Statistical Ratings Organizations’ (“NRSRO”) ratings represent the opinions of those organizations as to the quality of securities that they rate. Although these ratings, which are relative and subjective and are not absolute standards of quality, are used by Advisors as one of many criteria for the selection of portfolio securities on

TIAA-CREF Institutional Mutual Funds Statement of Additional Information | B-11

behalf of the Funds, Advisors also relies upon its own analysis to evaluate potential investments.

Subsequent to its purchase by a Fund, an issue of securities may cease to be rated or its rating may be reduced below the minimum required for purchase by the Fund. Although neither event will require the sale of the securities by a Fund, Advisors will consider the event in its determination of whether the Fund should continue to hold the securities. To the extent that a NRSRO’s ratings change as a result of a change in the NRSRO or its rating system, the Funds will attempt to use comparable ratings as standards for their investments in accordance with their investment objectives and policies.

Certain Investment-Grade Debt Obligations. Although obligations rated Baa by Moody’s Investors Service, Inc. (“Moody’s”) or BBB by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”) are considered investment-grade, they may be viewed as being subject to greater risks than other investment-grade obligations. Obligations rated Baa by Moody’s are considered medium-grade obligations that lack outstanding investment characteristics and have speculative characteristics as well, while those obligations rated BBB by S&P are regarded as having only an adequate capacity to pay principal and interest.

U. S. Government Debt Securities. The Funds may invest in U.S. Government securities. These include: debt obligations of varying maturities issued by the U.S. Treasury or issued or guaranteed by the Federal Housing Administration, Farmers Home Administration, Export-Import Bank of the United States, Small Business Administration, Government National Mortgage Association (“GNMA”), General Services Administration, Central Bank for Cooperatives, Federal Farm Credit Banks, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation (“FHLMC”), Federal Intermediate Credit Banks, Federal Land Banks, Federal National Mortgage Association (“FNMA”), Federal Deposit Insurance Corporation, Maritime Administration, Tennessee Valley Authority, District of Columbia Armory Board, and Resolution Trust Corporation. Direct obligations of the U.S. Treasury include a variety of securities that differ in their interest rates, maturities and issue dates. Certain of the foregoing U.S. Government securities are supported by the full faith and credit of the United States, whereas others are supported by the right of the agency or instrumentality to borrow an amount limited to a specific line of credit from the U.S. Treasury or by the discretionary authority of the U.S. Government or GNMA to purchase financial obligations of the agency or instrumentality. In contrast, certain of the foregoing U.S. Government securities are only supported by the credit of the issuing agency or instrumentality (e.g., GNMA). Because the U.S. Government is not obligated by law to support an agency or instrumentality that it sponsors, or its securities, a Fund only invests in U.S. Government securities when Advisors determines that the credit risk associated with the obligation is suitable for the Fund.

Risk of Lower-Rated, Lower-Quality Debt Instruments. Lower-rated debt securities (i.e., those rated Ba or lower by Moody’s or BB or lower by S&P) are sometimes referred to as “high yield” or “junk” bonds. These securities are considered, on balance, as predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation and will generally involve more credit risk than securities in the higher-rated categories. Reliance on credit ratings entails greater risks with regard to lower-rated securities than it does with regard to higher-rated securities, and Advisors’ success is more dependent upon its own credit analysis with regard to lower-rated securities than is the case with regard to higher-rated securities. The market values of such securities tend to reflect individual corporate developments to a greater extent than do higher-rated securities, which react primarily to fluctuations in the general level of interest rates. Such lower-rated securities also tend to be more sensitive to economic conditions than are higher-rated securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, regarding lower-rated bonds may depress prices and liquidity for such securities. To the extent a Fund invests in these securities, factors adversely affecting the market value of lower-rated securities will adversely affect the Funds’ net asset value (“NAV”). In addition, a Fund may incur additional expenses to the extent it is required to seek recovery upon a default in the payment of principal or interest on its portfolio holdings.

A Fund may have difficulty disposing of certain lower-rated securities for which there is a thin trading market. Because not all dealers maintain markets in lower-rated securities, there is no established retail secondary market for many of these securities, and Advisors anticipates that they could be sold only to a limited number of dealers or institutional investors. To the extent there is a secondary trading market for lower-rated securities, it is generally not as liquid as that for higher-rated securities. The lack of a liquid secondary market for certain securities may make it more difficult for the Funds to obtain accurate market quotations for purposes of valuing their assets. Market quotations are generally available on many lower-rated issues only from a limited number of dealers and may not necessarily represent firm bids of such dealers or prices for actual sales. When market quotations are not readily available, lower-rated securities must be valued by (or under the direction of) the Board of Trustees. This valuation is more difficult and judgment plays a greater role in such valuation when there is less reliable objective data available.

Any debt instrument, no matter its initial rating may, after purchase by a Fund, have its rating lowered due to the deterioration of the issuer’s financial position. Advisors may determine that an unrated security is of comparable quality to securities with a particular rating. Such unrated securities are treated as if they carried the rating of securities with which Advisors compares them.

Lower-rated securities may be issued by corporations in the growth stage of their development. They may also be issued in connection with a corporate reorganization or as part of a corporate takeover. Companies that issue such lower-rated securities are often highly leveraged and may not have available to them more traditional methods of financing. Therefore, the risk associated with acquiring the securities of such issuers is greater than is the case with higher-rated securities. For example, during an economic downturn or a sustained period of rising interest rates, highly leveraged issuers of lower-rated securities may experience financial stress. During such periods, such issuers may not have sufficient revenues to meet their interest payment obligations. The issuer’s ability to service its debt obligations may also be adversely affected by specific corporate developments, the issuer’s inability to meet specific projected business forecasts or the unavailability of additional financing. The risk of loss due to default by the issuer is significantly greater for the holders of lower-rated securities

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because such securities are generally unsecured and are often subordinated to other creditors of the issuer.

It is possible that a major economic recession could affect the market for lower-rated securities. Any such recession might severely affect the market for and the values of such securities, as well as the ability of the issuers of such securities to repay principal and pay interest thereon.

The Funds may acquire lower-rated securities that are sold without registration under the federal securities laws and therefore carry restrictions on resale. These Funds may incur special costs in disposing of such securities, but will generally incur no costs when the issuer is responsible for registering the securities. The Funds may also acquire lower-rated securities during an initial underwriting. Such securities involve special risks because they are new issues. The Funds have no arrangement with any person concerning the acquisition of such securities, and Advisors will carefully review the credit and other characteristics pertinent to such new issues. A Fund may from time to time participate on committees formed by creditors to negotiate with the management of financially troubled issuers of securities held by the Fund. Such participation may subject the Fund to expenses such as legal fees and may make the Fund an “insider” of the issuer for purposes of the federal securities laws, and therefore may restrict the Fund’s ability to trade in or acquire additional positions in a particular security when it might otherwise desire to do so. Participation by the Fund on such committees also may expose the Fund to potential liabilities under the federal bankruptcy laws or other laws governing the rights of creditors and debtors. The Fund would participate on such committees only when Advisors believes that such participation is necessary or desirable to enforce the Fund’s rights as a creditor or to protect the value of securities held by the Fund.

Corporate Debt Securities. A Fund may invest in corporate debt securities of U.S. and foreign issuers and/or hold its assets in these securities for cash management purposes. The investment return of corporate debt securities reflects interest earnings and changes in the market value of the security. The market value of a corporate debt obligation may be expected to rise and fall inversely with interest rates generally. There also exists the risk that the issuers of the securities may not be able to meet their obligations on interest or principal payments at the time called for by an instrument.

Zero Coupon Obligations. The Funds may invest in zero coupon obligations. Zero coupon securities generally pay no cash interest (or dividends in the case of preferred stock) to their holders prior to maturity. Accordingly, such securities usually are issued and traded at a deep discount from their face or par value and generally are subject to greater fluctuations of market value in response to changing interest rates than securities of comparable maturities and credit quality that pay cash interest (or dividends in the case of preferred stock) on a current basis. Although a Fund will receive no payments on its zero coupon securities prior to their maturity or disposition, it will be required for federal income tax purposes generally to include in its dividends to shareholders each year an amount equal to the annual income that accrues on its zero coupon securities. Such dividends will be paid from the cash assets of the Fund, from borrowings or by liquidation of portfolio securities, if necessary, at a time that the Fund otherwise would not have done so. To the extent a Fund is required to liquidate thinly-traded securities, the Fund may be able to sell such securities only at prices lower than if such securities were more widely-traded. The risks associated with holding securities that are not readily marketable may be accentuated at such time. To the extent the proceeds from any such dispositions are used by a Fund to pay distributions, the Fund will not be able to purchase additional income-producing securities with such proceeds, and as a result its current income ultimately may be reduced. Custodial receipts issued in connection with so-called trademark zero coupon securities, such as CATs and TIGRs, are not issued by the U.S. Treasury, and are therefore not U.S. Government securities, although the underlying bond represented by such receipt is a debt obligation of the U.S. Treasury. Other zero coupon Treasury securities (e.g., STRIPs and CUBEs) are direct obligations of the U.S. Government.

Floating and Variable Rate Instruments. Variable and floating rate securities provide for a periodic adjustment in the interest rate paid on the obligations. The terms of such obligations provide that interest rates are adjusted periodically based upon an interest rate adjustment index as provided in the respective obligations. The adjustment intervals may be regular, and range from daily up to annually, or may be event based, such as based on a change in the prime rate. The interest rate on a floater is a variable rate which is tied to another interest rate, such as a money-market index or U.S. Treasury bill rate. The interest rate on a floater resets periodically, typically every six months. Some of the Funds may invest in floating and variable rate instruments. Income securities may provide for floating or variable rate interest or dividend payments. The floating or variable rate may be determined by reference to a known lending rate, such as a bank’s prime rate, a certificate of deposit rate or the London InterBank Offered Rate (LIBOR). Alternatively, the rate may be determined through an auction or remarketing process.

The rate also may be indexed to changes in the values of the interest rate of securities indexed, currency exchange rate or other commodities. Variable and floating rate securities tend to be less sensitive than fixed-rate securities to interest rate changes and to have higher yields when interest rates increase. However, during rising interest rates, changes in the interest rate of an adjustable rate security may lag changes in market rates. The amount by which the rates are paid on an income security may increase or decrease and may be subject to periodic or lifetime caps. Fluctuations in interest rates above these caps could cause adjustable rate securities to behave more like fixed-rate securities in response to extreme movements in interest rates.

A Fund may also invest in inverse floating rate debt instruments (“inverse floaters”). The interest rate on an inverse floater resets in the opposite direction from the market rate of interest to which the inverse floater is indexed. An inverse floating rate security may exhibit greater price volatility than a fixed rate obligation of similar credit quality. Such securities may also pay a rate of interest determined by applying a multiple to the variable rate. The extent of increases and decreases in the value of securities whose rates vary inversely with changes in market rates of interest generally will be larger than comparable changes in the value of an equal principal amount of a fixed-rate security having similar credit quality redemption provisions and maturity.

Foreign Debt Obligations. The debt obligations of foreign governments and entities may or may not be supported by the full faith and credit of the foreign government. A Fund may buy securities

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issued by certain “supra-national” entities, which include entities designated or supported by governments to promote economic reconstruction or development, international banking organizations and related government agencies. Examples are the International Bank for Reconstruction and Development (more commonly known as the “World Bank”), the Asian Development bank and the Inter-American Development Bank.

The governmental members of these supranational entities are “stockholders” that typically make capital contributions and may be committed to make additional capital contributions if the entity is unable to repay its borrowings. A supra-national entity’s lending activities may be limited to a percentage of its total capital, reserves and net income. There can be no assurance that the constituent foreign governments will continue to be able or willing to honor their capitalization commitments for those entities.

A Fund can invest in U.S. dollar-denominated “Brady Bonds.” These foreign debt obligations may be fixed-rate par bonds or floating-rate discount bonds. They are generally collateralized in full as to repayment of principal at maturity by U.S. Treasury zero coupon obligations that have the same maturity as the Brady Bonds. Brady Bonds can be viewed as having three or four valuation components: (i) the collateralized repayment of principal at final maturity; (ii) the collateralized interest payments; (iii) the uncollateralized interest payments; and (iv) any uncollateralized repayment of principal at maturity. Those uncollateralized amounts constitute what is called the “residual risk.”

If there is a default on collateralized Brady Bonds resulting in acceleration of the payment obligations of the issuer, the zero coupon U.S. Treasury securities held as collateral for the payment of principal will not be distributed to investors, nor will those obligations be sold to distribute the proceeds. The collateral will be held by the collateral agent to the scheduled maturity of the defaulted Brady Bonds. The defaulted bonds will continue to remain outstanding, and the face amount of the collateral will equal the principal payments which would have then been due on the Brady Bonds in the normal course. Because of the residual risk of Brady Bonds and the history of defaults with respect to commercial bank loans by public and private entities of countries issuing Brady Bonds, Brady Bonds are considered speculative investments.

Structured or Indexed Securities. Some of the Funds may invest in structured or indexed securities. The value of the principal of and/or interest on such securities is determined by reference to changes in the value of specific currencies, interest rates, commodities, indices or other financial indicators (the “Reference”) or the relative change in two or more References. The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference. The terms of the structured or indexed securities may provide that in certain circumstances no principal is due at maturity and, therefore, may result in a loss of the Fund’s investment. Structured or indexed securities may be positively or negatively indexed, so that appreciation of the Reference may produce an increase or a decrease in the interest rate or value of the security at maturity. In addition, changes in interest rates or the value of the security at maturity may be some multiple of the change in the value of the Reference. Consequently, structured or indexed securities may entail a greater degree of market risk than other types of debt securities. Structured or indexed securities may also be more volatile, less liquid and more difficult to accurately price than less complex securities.

A Fund may invest in inflation-indexed bonds. Inflation-indexed bonds are fixed income securities whose principal value is periodically adjusted according to the rate of inflation. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the Consumer Price Index (“CPI”) accruals as part of a semiannual coupon.

If the periodic adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of a U.S. Treasury inflation-indexed bond, even during a period of deflation, although the inflation-adjusted principal received could be less than the inflation-adjusted principal that had accrued to the bond at the time of purchase. However, the current market value of the bonds is not guaranteed and will fluctuate. A Fund may also invest in other inflation-related bonds which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if the rate of inflation rises at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed bonds. In contrast, if nominal interest rates increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed bonds.

While these securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.

The periodic adjustment of U.S. inflation-indexed bonds is tied to the Consumer Price Index for All Urban Consumers (“CPI-U”), which is not seasonably adjusted and which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation-indexed bonds issued by a foreign government are generally adjusted to reflect a comparable inflation index calculated by that government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States.

A Fund may invest in targeted return index securities (“TRAINs”), which are fixed rate certificates that represent undivided interests in the pool of securities (generally lower-rated debt securities that are unsecured) underlying a Targeted Return Index Securities Trust. By investing in a TRAIN, a holder is able to invest in a diversified portfolio of fixed income securities without incurring the brokerage and other expenses associated with directly holding

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small positions in individual securities. A holder of a TRAIN receives income from the trust as a result of principal and interest paid by the trust’s underlying securities, and indirectly bears its proportionate share of any expenses paid by the TRAIN. TRAINs are not registered under the 1933 Act or the 1940 Act and therefore must be held by qualified institutional buyers and resold to qualified institutional buyers pursuant to Rule 144A under the 1933 Act. As a result, certain investments in TRAINs may be less liquid to the extent that the Fund is unable to find qualified institutional buyers interested in purchasing such securities at any point in time. TRAINs that are rated below investment grade are considered lower-rated debt securities, and will entail the risks described above in the discussion regarding lower-rated debt securities.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES

Mortgage-Backed and Asset-Backed Securities Generally. Some of the Funds may invest in mortgage-backed and asset-backed securities, which represent direct or indirect participation in, or are collateralized by and payable from, mortgage loans secured by real property or instruments derived from such loans. Mortgage-backed securities include various types of mortgage-related securities such as government stripped mortgage-related securities, adjustable-rate mortgage-related securities and collateralized mortgage obligations. Some of the Funds may also invest in asset-backed securities, which represent participation in, or are secured by and payable from, assets such as motor vehicle installment sales contracts, installment loan contracts, leases of various types of real and personal property, receivables from revolving credit (i.e., credit card) agreements and other categories of receivables. Such assets are pooled and securitized by governmental, government-related and private organizations through the use of trusts and special purpose entities and sold to investors. Payments or distributions of principal and interest may be guaranteed up to certain amounts and for certain time periods by letters of credit or pool insurance policies issued by a financial institution unaffiliated with the trust or corporation. Other credit enhancements also may exist.

Mortgage-Pass-Through Securities. Mortgage-related securities represent pools of mortgage loans assembled for sale to investors by various governmental agencies, such as GNMA, by government related organizations, such as FNMA and FHLMC, as well as by private issuers, such as commercial banks, savings and loan institutions, mortgage bankers and private mortgage insurance companies.

Interests in pools of mortgage-related securities differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. Instead, these securities provide a monthly payment which consists of both interest and principal payments. In effect, these payments are a “pass-through” of the monthly payments made by the individual borrowers on their residential or commercial mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by repayments of principal resulting from the sale of the underlying property, refinancing or foreclosure, net of fees or costs which may be incurred. Some mortgage-related securities are described as “modified pass-through.” These securities entitle the holder to receive all interest and principal payments owed on the mortgage pool, net of certain fees, at the scheduled payment dates regardless of whether or not the mortgagor actually makes the payment.

Commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create pass-through pools of conventional residential mortgage loans. Such issuers may, in addition, be the originators and/or servicers of the underlying mortgage loans as well as the guarantors of the mortgage-related securities. Pools created by such non-governmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments in the former pools. However, timely payment of interest and principal of these pools may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit, which may be issued by governmental entities, private insurers or the mortgage poolers. The insurance and guarantees are issued by governmental entities, private insurers and the mortgage poolers. Such insurance and guarantees, and the creditworthiness of the issuers thereof, will be considered in determining whether a mortgage-related security meets a Fund’s investment quality standards. There can be no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements. A Fund may buy mortgage-related securities without insurance or guarantees if, through an examination of the loan experience and practices of the originator/servicers and poolers, Advisors determines that the securities meet the Fund’s quality standards. Although the market for such securities is becoming increasingly liquid, securities issued by certain private organizations may not be readily marketable.

Collateralized Mortgage Obligations (“CMOs”) are structured into multiple classes, each bearing a different stated maturity. Similar to a bond, interest and prepaid principal is paid, in most cases, on a monthly basis. Actual maturity and average life will depend upon the prepayment experience of the collateral. CMOs provide for a modified form of call protection through a de facto breakdown of the underlying pool of mortgages according to how quickly the loans are repaid. Monthly payment of principal received from the pool of underlying mortgages, including prepayments, is first returned to investors holding the shortest maturity class. Investors holding the longer maturity classes receive principal only after the first class has been retired. An investor is partially guarded against a sooner than desired return of principal because of the sequential payments.

In a typical CMO transaction, a corporation (“issuer”) issues multiple series (e.g., A, B, C, Z) of CMO bonds (“Bonds”). Proceeds of the Bond offering are used to purchase mortgages or mortgage pass-through certificates (“Collateral”). The Collateral is pledged to a third party trustee as security for the Bonds. Principal and interest payments from the Collateral are used to pay principal on the Bonds in the order A, B, C, Z. The Series A, B, and C Bonds all bear current interest. Interest on the Series Z Bond is accrued and added to principal and a like amount is paid as principal on the Series A, B, or C Bond currently being paid off. When the Series A, B, and C Bonds are paid in full, interest and principal on the Series Z Bond begin to be paid currently. With some CMOs, the issuer serves as a conduit to allow loan originators (primarily builders or savings and loan associations) to borrow against their loan portfolios.

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The average maturity of pass-through pools of mortgage-related securities in which some of the Funds may invest varies with the maturities of the underlying mortgage instruments. In addition, a pool’s stated maturity may be shortened by unscheduled payments on the underlying mortgages. Factors affecting mortgage prepayments include the level of interest rates, general economic and social conditions, the location of the mortgaged property and age of the mortgage. For example, in periods of falling interest rates, the rate of prepayment tends to increase, thereby shortening the actual average life of the mortgage-related security. Conversely, when interest rates are rising, the rate of prepayment tends to decrease, thereby lengthening the actual average life of the mortgage-related security. Accordingly, it is not possible to accurately predict the average life of a particular pool. Reinvestment of prepayments may occur at higher or lower rates than originally expected. Therefore, the actual maturity and realized yield on pass-through or modified pass-through mortgage-related securities will vary based upon the prepayment experience of the underlying pool of mortgages. For purposes of calculating the average life of the assets of the relevant Fund, the maturity of each of these securities will be the average life of such securities based on the most recent estimated annual prepayment rate.

Asset-Backed Securities Unrelated to Mortgage Loans. The Funds may invest in asset-backed securities that are unrelated to mortgage loans. To date, several types of asset-backed securities have been offered to investors, including Certificates for Automobile Receivables^SM(“CARS^SM”). CARS^SMrepresent undivided fractional interests in a trust whose assets consist of a pool of motor vehicle retail installment sales contracts and security interests in the vehicles securing the contracts. Payments of principal and interest on CARS^SMare passed through monthly to certificate holders, and are guaranteed up to certain amounts and for a certain time period by a letter of credit issued by a financial institution unaffiliated with the trustee or originator of the trust. An investor’s return on CARS^SMmay be affected by early prepayment of principal on the underlying vehicle sales contracts. If the letter of credit is exhausted, the trust may be prevented from realizing the full amount due on a sales contract because of state law requirements and restrictions relating to foreclosure sales of vehicles and the obtaining of deficiency judgments following such sales or because of depreciation, damage or loss of a vehicle, the application of federal and state bankruptcy and insolvency laws, or other factors. As a result, certificate holders may experience delays in payments or losses if the letter of credit is exhausted.

Mortgage Dollar Rolls. The Funds may enter into mortgage “dollar rolls” in which the Fund sells securities for delivery in the current month and simultaneously contracts with a counterparty to repurchase substantially identical securities on a specified future date. To be considered “substantially identical,” the securities returned to a Fund generally must: (1) be collateralized by the same types of underlying mortgages; (2) be issued by the same agency and be part of the same program; (3) have a similar original stated maturity; (4) have identical net coupon rates; (5) have similar market yields (and therefore price); and (6) satisfy “good delivery” requirements, meaning that the aggregate principal amounts of the securities delivered and received back must be within 2.5% of the initial amount delivered. The Fund loses the right to receive principal and interest paid on the securities sold. However, the Fund would benefit to the extent of any price received for the securities sold and the lower forward price for the future purchase (often referred to as the “drop”) plus the interest earned on the short-term investment awaiting the settlement date of the forward purchase. Unless such benefits exceed the income and gain or loss due to mortgage repayments that would have been realized on the securities sold as part of the mortgage roll, the use of this technique will diminish the investment performance of the Fund compared with what such performance would have been without the use of mortgage rolls. The Fund will hold and maintain in a segregated account until the settlement date cash or liquid assets in an amount equal to the forward purchase price. The benefits derived from the use of mortgage rolls may depend upon Advisors’ ability to predict correctly mortgage prepayments and interest rates. There is no assurance that mortgage rolls can be successfully employed. For financial reporting and tax purposes, some of the Funds treat mortgage rolls as a financing transaction.

Other Investment Techniques and Opportunities. The Funds may take certain actions with respect to merger proposals, tender offers, conversion of equity-related securities and other investment opportunities with the objective of enhancing the portfolio’s overall return, regardless of how these actions may affect the weight of the particular securities in the Fund’s portfolio.

Portfolio Turnover. The transactions a Fund engages in are reflected in its portfolio turnover rate. The rate of portfolio turnover is calculated by dividing the lesser of the amount of purchases or sales of portfolio securities during the fiscal year by the monthly average of the value of the Funds’ portfolio securities (excluding from the computation all securities, including options, with maturities at the time of acquisition of one year or less). A high rate of portfolio turnover generally involves correspondingly greater brokerage commission expenses, which must be borne directly by the Funds and ultimately by the Funds’ shareholders. However, because portfolio turnover is not a limiting factor in determining whether or not to sell portfolio securities, a particular investment may be sold at any time, if investment judgment or account operations make a sale advisable.

The Funds do not have fixed policies on portfolio turnover although, because a higher portfolio turnover rate will increase brokerage costs, Advisors will carefully weigh the added costs of short-term investment against the gains anticipated from such transactions.

Since the Funds are new and have no operating history, there is no portfolio turnover rate for the most recent calendar year.

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DISCLOSURE OF PORTFOLIO HOLDINGS

The Board of Trustees has adopted policies and procedures governing the disclosure by the Funds and Advisors of Fund portfolio holdings to third parties, in order to ensure that this information is disclosed in a manner that is in the best interests of all Fund shareholders. As a threshold matter, except as described below, the Funds and Advisors will not disclose the Funds’ portfolio holdings to third parties, except as of the end of a calendar month, and no earlier than 30 days after the end of the calendar month. Each Fund may disclose its portfolio holdings to all third parties who request it after that period. In addition, the Funds and Advisors may disclose the ten largest holdings of any Fund to third parties ten days after the end of the calendar month.

The Funds and Advisors may disclose the Funds’ portfolio holdings to third parties outside the time restrictions described above as follows:


	•	Fund holdings in any particular security can be made available to stock exchanges or regulators, and Fund holdings in a particular issuer’s securities can be made available to that issuer, in each case subject to approval of Advisors’ Area Compliance Officer, Advisors’ Chief Compliance Officer or an attorney employed by Advisors holding the title of Chief Counsel or above.


	•	Fund portfolio holdings can be made available to rating and ranking organizations subject to a written confidentiality agreement that restricts trading on the information.


	•	Fund portfolio holdings can be made available to any other third party, as long as the recipient has a legitimate business need for the information and the disclosure of Fund portfolio holding information to that third party is:


		•	approved by an individual holding the title of Executive Vice President or above;

		•	approved by an individual holding the title of Chief Counsel or above; and

		•	subject to a written confidentiality agreement in which the third party agrees not to trade on the information.

On an annual basis, the Board of Trustees and the board of directors of Advisors will receive a report on compliance with these portfolio holdings disclosure procedures, as well as a current copy of the procedures for the Board’s review and approval.

Currently, the Funds have ongoing arrangements to disclose, in accordance with the time restrictions and all other provisions of the Funds’ portfolio holdings disclosure policy, the portfolio holdings of the Funds to the following recipients: Lipper, a Reuters company; Morningstar, Inc.; Russell/Mellon Analytical Services; S&P; The Thomson Corporation; and Bloomberg L.P. Each of these entities receives portfolio holdings information on a quarterly basis at least 30 days after the end of the most recent calendar month. No compensation was received by the Funds, Advisors or their affiliates as part of these arrangements to disclose portfolio holdings of the Funds.

In addition, occasionally the Funds and Advisors disclose to certain broker-dealers a Fund’s portfolio holdings, in whole or in part, in order to assist the portfolio managers when they are determining the Funds’ portfolio management and trading strategies. These disclosures are done in accordance with the Funds’ portfolio holdings disclosure policy and are covered by confidentiality agreements.

The Funds send summaries of their portfolio holdings to shareholders semi-annually as part of the Funds’ annual and semi-annual reports. Full portfolio holdings are also filed with the SEC, and can be accessed from the SEC’s website at www.sec.gov approximately 60 days after the end of each quarter (through Forms N-CSR and N-Q). You can request more frequent portfolio holdings information, subject to the Funds’ policy as stated above, by writing to the Funds at TIAA-CREF Institutional Mutual Funds, P.O. Box 4674, New York, NY 10164.

TIAA-CREF Institutional Mutual Funds Statement of Additional Information | B-17

MANAGEMENT OF THE TRUST

THE BOARD OF TRUSTEES

The Board of Trustees oversees the Trust’s business affairs and is responsible for major decisions about the Funds’ investment objectives and policies. The Board delegates the day-to-day management of the Funds to Advisors and its officers (see below). The Board meets periodically to review the Funds’ activities, contractual arrangements with companies that provide services to the Funds, and the performance of the Funds’ investment portfolios.

TRUSTEES AND OFFICERS

The following table includes certain information about the trustees and officers of the Trust, including positions 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 the second table includes information about the Funds’ officers. The Funds have no interested trustees.

DISINTERESTED TRUSTEES


Name, Address and Date of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustees

Forrest Berkley c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 Date of Birth (“DOB”): 4/25/54	Trustee	Indefinite term. Trustee since 2006.	Retired. Partner (1990-2006) and Head of Global Product Management (2003-2006), GMO (formerly, Grantham, Mayo, Van Otterloo & Co.) (investment management); and member of asset allocation portfolio management team, GMO (2003-2005).	61	Director and member of the Investment Committee, the Maine Coast Heritage Trust and the Boston Athaneum; and Director, Appalachain Mountain Club.

Nancy Eckl c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 10/06/62	Trustee	Indefinite term. Trustee since September 2007.	Former Vice President (1990-2006), American Beacon Advisors, Inc. and Vice President of certain funds advised by American Beacon Advisors, Inc.	61	Independent Director, The Lazard Funds, Inc., Lazard Retirement Series, Inc., Lazard Global Total Return and Income Fund, Inc. and Lazard World Dividend Income Fund, Inc. and Member of the Board of Managers of Lazard Alternative Strategies Fund, LLC.

Eugene Flood, Jr. c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 10/31/55	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).	61	None

Michael A. Forrester c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 11/05/67	Trustee	Indefinite term. Trustee since September 2007.	Chief Operating Officer, Copper Rock Capital Partners (since September 2007). Formerly, Chief Operating Officer, DDJ Capital Management (2003-2006); and Executive Vice President (2000-2002), Senior Vice President (1995-2000) and Vice President (1992-1995), Fidelity Investments.	61	None

Howell E. Jackson c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 1/4/54	Trustee	Indefinite term. Trustee since 2005.	James S. Reid, Jr. Professor of Law (since 2004), Vice Dean for Budget (2003-2006) and on the faculty (since 1989) of Harvard Law School.	61	None

Nancy L. Jacob c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 1/15/43	Chairman of the Board, Trustee	Indefinite term. Trustee since 1999.	Formerly, President and Managing Principal, Windermere Investment Associates (1997 - 2006); Chairman and Chief Executive Officer, CTC Consulting, Inc. (1994-1997); and Executive Vice President, U.S. Institutional Funds of the Pacific Northwest (1993-1998).	61	Director and Chairman of the Investment Committee of the Okabena Company (financial services).

Bridget A. Macaskill c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 8/5/48	Trustee	Indefinite term. Trustee since 2003.	Principal and Founder, BAM Consulting LLC (since 2003); and 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 (1989-1995) of that firm.	61	Director, Prudential plc, Scottish & Newcastle plc (brewer), Federal National Mortgage Association (Fannie Mae), International Advisory Board and British-American Business Council.

B-18 | Statement of Additional Information TIAA-CREF Institutional Mutual Funds


Management \| Trustees and officers of the TIAA-CREF Institutional Mutual Funds	continued


Name, Address and Date of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustees

James M. Poterba c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 7/13/58	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 1998), and Program Director, National Bureau of Economic Research (since 1990).	61	The Jeffrey Company and Jeflion Company (unregistered investment companies).

Maceo K. Sloan c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 10/18/49	Trustee	Indefinite term. Trustee since 1999.	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).	61	Director, SCANA Corporation (energy holding company) and M&F Bancorp, Inc.

Laura T. Starks c/o Office of the Corporate Secretary 730 Third Avenue New York, NY 10017-3206 DOB: 2/17/50	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); Fellow, Financial Management Association (since 2002). Formerly, Associate Dean for Research (2001-2002) and Associate Director of Research (2000-2003), the Center for International Business Education and Research, University of Texas at Austin; and Director of the Bureau of Business Research, University of Texas at Austin (2001-2002).	61	None

OFFICERS


Name, Address and Date of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years

Mary (Maliz) E. Beams TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/29/56	Executive Vice President	One-year term. Executive Vice President since July 2007.	Executive Vice President of Individual Client Services of TIAA (since July 2007) and of TIAA-CREF Institutional Mutual Funds, CREF, TIAA-CREF Life Funds and TIAA Separate Account VA-1 (collectively, the “TIAA-CREF Fund Complex”) (since September 2007). President and Chief Executive Officer, TIAA-CREF Individual & Institutional Services, LLC (since July 2007). Senior Managing Director and Head of Wealth Management Group of TIAA (since 2004). Formerly, Partner and Managing Director, President of Global Business Development for the Mutual Fund Group and Head of International Mutual Fund and Offshore Businesses of Zurich Scudder Investments; and Head of U.S. Scudder Direct Retail Business and Chief Executive Officer of Scudder Brokerage (1997-2003).

Scott C. Evans TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 5/11/59	President and Principal Executive Officer	One-year term. President and Principal Executive Officer since 2007.	Principal Executive Officer and President of TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life 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 Management (since 2004). Executive Vice President and Head of Asset Management of the TIAA-CREF Mutual Funds (2006-2007). Formerly, Manager of TIAA Realty Capital Management, LLC (2004-2006); and Chief Investment Officer of TIAA (2004-2006) and the TIAA-CREF Fund Complex (2003-2005).

Phillip G. Goff TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 11/22/63	Principal Financial Officer, Principal Accounting Officer and Treasurer	One-year term. Principal Financial Officer, Principal Accounting Officer and Treasurer since 2007.	Principal Financial Officer, Principal Accounting Officer and Treasurer of the TIAA-CREF 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: 9/24/52	Executive Vice President	One-year term. Executive Vice President since 2003.	Executive Vice President, Public Affairs, of TIAA and the TIAA-CREF Funds (since 2003). Formerly, Director of TIAA-CREF Life (2003-2006); Advisor for McKinsey & Company (2003); Vice President, Corporate Communications for Dow Jones & Co. and The Wall Street Journal (2001-2002); and Senior Vice President and Chief Communications Officer for Insurance Information Institute (1993-2001).

Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds Statement of Additional Information | B-19


Management \| Trustees and officers of the TIAA-CREF Institutional Mutual Funds	continued


Name, Address and Date of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years

George W. Madison TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 10/17/53	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 Funds (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: 3/18/56	Executive Vice President	One-year term. Executive Vice President since 2003.	Executive Vice President, Risk Management, of TIAA and the TIAA-CREF Funds (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 (1997-1999).

Dermot J. O’Brien TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/13/66	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) and Head of Corporate Services (since 2007). 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: 7/31/48	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). Formerly, Vice President of Investment Management and Advisors (2005- 2006); Acting Chief Compliance Officer of Tuition Financing and Chief Compliance Officer of Advisors and Services (2005-2006); Vice President, Compliance Officer, TIAA (2004-2005); First Vice President, Manager of Compliance and Centralized Trust Functions Private Banking Division (2001-2004), and Manager of Compliance and Regulatory Affairs, Investment Banking Division (1993-2001), Comerica Incorporated.

Marjorie Pierre-Merritt TIAA-CREF 740 Third Avenue New York, NY 10017-3206 DOB: 5/28/66	Vice President and Acting Corporate Secretary	One year term. Vice President and Acting Corporate Secretary since September 2007.	Vice President and Acting Corporate Secretary of TIAA and the TIAA-CREF Fund Complex (since September 2007); and Assistant Corporate Secretary of TIAA (2006-2007). Formerly, Assistant Corporate Secretary of The Dun & Bradstreet Corporation (2003-2006); and Counsel, The New York Times Company (2001-2003).

Bertram L. Scott TIAA-CREF 730 Third Avenue New York, NY 10017-3206 DOB: 3/26/51	Executive Vice President	One-year term. Executive Vice President since 2000.	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. 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: 4/21/58	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.

EQUITY OWNERSHIP OF THE TRUSTEES

The following chart includes information relating to equity securities that are beneficially owned by the trustees of the Trust in the Funds and in the same “family of investment companies” as the Funds, as of December 31, 2006. At that time, the Funds’ family of investment companies included the Funds and all of the other series of the Trust (including the TIAA-CREF Lifecycle Funds), CREF, TIAA-CREF Life Funds, TIAA-CREF Mutual Funds and TIAA Separate Account VA-1. Each of the series of the TIAA-CREF Mutual Funds subsequently merged into the corresponding series of the Trust on April 20, 2007.

DISINTERESTED TRUSTEES


Name of Trustee	Dollar Range of Equity Securities in Enhanced International Equity Index Fund, Enhanced Large-Cap Growth Index Fund and Enhanced Large Cap Value Index Fund¹	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies

Forrest Berkley³	None	$50,001 - $100,000
Nancy Eckl²	None	None
Eugene Flood, Jr.	None	Over $100,000
Michael A. Forrester⁴	None	None
Howell E. Jackson	None	Over $100,000
Nancy L. Jacob	None	Over $100,000
Bridget Macaskill	None	Over $100,000
James M. Poterba⁵	None	Over $100,000
Maceo K. Sloan	None	Over $100,000
Laura T. Starks⁶	None	Over $100,000


¹	As of the date of this SAI, no trustee could own shares of these Funds, because they had not yet issued shares to the public.


²	Ms. Eckl was elected to the Board of Trustees effective September 17, 2007.

³	Mr. Berkley was appointed to the Board of Trustees effective September 19, 2006.

⁴	Mr. Forrester was appointed to the Board of Trustees effective September 18, 2007.

⁵	Prof. Poterba was appointed to the Board of Trustees effective April 3, 2006.

⁶	Dr. Starks was appointed to the Board of Trustees effective July 18, 2006.

B-20 | Statement of Additional Information TIAA-CREF Institutional Mutual Funds


Management \| Trustees and officers of the TIAA-CREF Institutional Mutual Funds	continued

TRUSTEE AND OFFICER COMPENSATION

The following table shows the compensation received from the Trust and the TIAA-CREF fund complex by each non-officer trustee for the fiscal year ended September 30, 2007. The Trust’s officers receive no compensation from any fund in the TIAA-CREF fund complex. For purposes of this chart, the TIAA-CREF fund complex consists of: CREF, TIAA Separate Account VA-1, TIAA-CREF Mutual Funds (which was merged into corresponding series of the Trust on April 20, 2007), TIAA-CREF Life Funds and the Trust (including the TIAA-CREF Lifecycle Funds), each a registered investment company.

DISINTERESTED TRUSTEES


Name of Person	Aggregate Compensation From the Trust			Pension or Retirement Benefits Accrued As Part of Fund Expenses			Total Compensation Paid From Fund Complex

Forrest Berkley		$	10,567.01		$	5,636.55		$	258,400.00
Nancy Eckl		$	4,245.22		$	2,819.01		$	95,000.00
Eugene Flood, Jr.		$	11,584.70		$	4,697.28		$	251,900.00
Michael A. Forrester		$	542.73		$	0.00		$	7,500.00
Howell E. Jackson		$	12,280.36		$	4,697.28		$	261,200.00
Nancy L. Jacob		$	16,322.77		$	4,697.28		$	325,500.00
Bridget A. Macaskill		$	7,083,04		$	4,697.28		$	184,550.00
James M. Poterba		$	10,018.28		$	4,697.28		$	229,800.00
Maceo K. Sloan*		$	14,130.47		$	4,697.28		$	290,500.00
Laura T. Starks		$	10,463.99		$	4,697.28		$	233,700.00

This compensation, or a portion of it, was not actually paid based on prior election of trustee to defer receipt of payment in accordance with the provisions of a deferred compensation plan for non-officer trustees. Excluding this year’s deferrals, a total of $223,345.02, including interest, earned across the fund complex has been deferred for prior years’ service, including interest through September 30, 2007, for all current trustees who had elected to defer their compensation.

The Board has approved trustee compensation 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; an annual committee chair fee of $10,000 ($15,000 for the chairs of the Operations and Audit and Compliance Committees); an annual Board chair fee of $25,000; and an annual Operations 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 pro-rated 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 need to attract and retain well-qualified Board members.

The Funds have a long-term compensation plan for non-officer trustees. Currently, under this unfunded plan, annual contributions equal to $75,000 are allocated to CREF and TIAA annuity accounts chosen by the trustee. After the trustee leaves the Board, benefits will be paid in a lump sum or in annual installments over 5, 10, 15 or 20 years, as requested by the trustee. The Board may waive the mandatory retirement policy for the trustees, which would delay the commencement of benefit payments until the trustee eventually retires from the Board. Pursuant to a separate deferred compensation plan, non-officer trustees also have the option to defer payments of their basic retainer, additional retainers and/or meeting fees and allocate those amounts to TIAA and CREF accounts chosen by the individual trustee. Benefits under that plan are also paid in a lump sum or annual installments over 5, 10, 15 or 20 years, as requested by the trustee, after the trustee leaves the Board. The compensation table above does not reflect any payments under the long-term compensation plan.

BOARD COMMITTEES

The Board of Trustees has appointed the following standing committees, each with specific responsibilities for aspects of the Trust’s operations:



(1)	An Audit and Compliance Committee (formerly called the “Audit Committee”), consisting solely of independent trustees, which assists the full Board in fulfilling its oversight responsibilities for financial and operational reporting, internal controls and compliance with laws, regulations and ethics. The Audit and Compliance Committee is charged with approving the appointment, compensation, retention (or termination) and oversight of the work of the Funds’ independent registered public accounting firm. The Audit and Compliance Committee has adopted a formal written charter that is available upon request. During the fiscal year ended September 30, 2007, the Audit and Compliance Committee held seven meetings. The current members of the Audit and Compliance Committee are Mr. Sloan (chair), Mr. Berkley, Mr. Forrester, Ms. Macaskill and Prof. Poterba. Mr. Sloan has been designated the audit committee financial expert.

(2)	An Investment Committee (formerly called the “Finance Committee”), consisting solely of independent trustees, which assists the full Board in fulfilling its oversight responsibilities for the Trust’s investments subject to appropriate oversight by the full Board of Trustees. During the fiscal year ended September 30, 2007, the Investment Committee held six meetings. The current members of the Investment Committee are Dr. Flood (chair), Mr. Berkley, Ms. Eckl, Dr. Jacob, Ms. Macaskill, Prof. Poterba and Mr. Sloan.

TIAA-CREF Institutional Mutual Funds Statement of Additional Information | B-21


Management \| Trustees and officers of the TIAA-CREF Institutional Mutual Funds	concluded


(3)	A Corporate Governance and Social Responsibility Committee, consisting solely of independent trustees, which assists the full Board in fulfilling its oversight responsibilities for corporate social responsibility and corporate governance issues, including the voting of proxies of portfolio companies of the Trust and the initiation of appropriate shareholder resolutions. During the fiscal year ended September 30, 2007, the Corporate Governance and Social Responsibility Committee held eleven meetings. The current members of the Corporate Governance and Social Responsibility Committee are Prof. Poterba (chair), Mr. Forrester, Prof. Jackson and Dr. Starks.

(4)	An Executive Committee, consisting solely of independent trustees, which generally is vested with full board powers between Board meetings on matters not specifically addressed by the full Board. During the fiscal year ended September 30, 2007, the Executive Committee did not hold any meetings. The current members of the Executive Committee are Dr. Jacob (chair), Dr. Flood, Prof. Jackson, Prof. Poterba and Mr. Sloan.

(5)	A Nominating and Governance Committee, consisting solely of independent trustees, which nominates certain Trust officers and the members of the standing committees of the Board, and recommends candidates for election as trustees. During the fiscal year ended September 30, 2007, the Nominating and Governance Committee held thirteen meetings. The current members of the Nominating and Governance Committee are Dr. Jacob (chair), Dr. Flood, Dr. Starks and Mr. Sloan.

(6)	An Operations Committee, consisting solely of independent trustees, which assists the full Board in fulfilling its oversight responsibilities for operational matters of the Trust, including oversight of contracts with third-party service providers and certain legal, compliance, finance, sales and marketing matters. During the fiscal year ended September 30, 2007, the Operations Committee held ten meetings. The current members of the Operations Committee are Prof. Jackson (chair), Ms. Eckl, Dr. Flood, Dr. Jacob and Dr. Starks.

Investors can recommend, and the Nominating and Governance Committee will consider, nominees for election as trustees by providing potential nominee names and background information to the Secretary of the TIAA-CREF Institutional Mutual Funds. The Secretary’s address is: Office of the Corporate Secretary, 730 Third Avenue, New York, New York 10017-3206 or trustees@tiaa-cref.org.

PROXY VOTING POLICIES

The Trust has adopted policies and procedures to govern the voting of proxies of portfolio companies. The Trust seeks to use proxy voting as a tool to promote positive returns for long-term shareholders. The Trust believes that companies that follow good corporate governance practices and are responsive to shareholder concerns are more likely to produce better returns than those companies that do not follow these practices or act in such a manner.

As a general matter, the Board of Trustees has delegated to Advisors responsibility for voting the proxies of the portfolio companies in accordance with Board-approved guidelines established by the Corporate Governance and Social Responsibility Committee. Guidelines for proposals related to corporate governance proposals and social issues are articulated in the TIAA-CREF Policy Statement on Corporate Governance, attached as Appendix A to this SAI.

Advisors has a team of professionals responsible for reviewing and voting each proxy. In analyzing a proposal, these professionals utilize various sources of information to enhance their ability to evaluate the proposal. These sources may include third-party proxy advisory firms, various corporate governance related publications and TIAA-CREF investment professionals. Based on their analysis of each proposal and guided by the TIAA-CREF Policy Statement on Corporate Governance, these professionals then vote in a manner intended solely to advance the interests of the Funds’ shareholders. Occasionally, when a proposal relates to social or environmental concerns or governance issues not addressed in the TIAA-CREF Policy Statement on Corporate Governance, Advisors seeks guidance on how to vote from the Corporate Governance and Social Responsibility Committee.

The Trust believes there are no material conflicts of interest that interfere with its proxy voting decisions. There may be rare instances in which a trustee or senior executive of Advisors or Advisors’ affiliates is either a director or executive of a portfolio company. In such cases, this individual is required to recuse himself or herself from all decisions regarding the portfolio company.

A report of proxies voted for the Trust is made quarterly to the Board and/or the Corporate Governance and Social Responsibility Committee, noting any proxies that were voted in exception to the TIAA-CREF Policy Statement on Corporate Governance.

B-22 | Statement of Additional Information TIAA-CREF Institutional Mutual Funds

As the Funds are newly operational, their first record of all proxy votes cast (for the period since inception to June 30, 2008), will not become available until August 2008. At that time, shareholders will be able to obtain this report, free of charge, at www.tiaa-cref.org, and on the SEC’s website at www.sec.gov.

PRINCIPAL HOLDERS OF SECURITIES

As of November 30, 2007, the following persons are known by the Funds to hold beneficially or of record 5% or more of the outstanding Institutional Class shares of the Funds:

Teachers Insurance and Annuity Association of America
730 Third Avenue
New York, New York 10017-3206


Fund/Class	Percent of Holdings		Shares

Enhanced International Equity Index Fund – Institutional Class	100	%		All Shares

Enhanced Large-Cap Growth Index Fund – Institutional Class	100	%		All Shares

Enhanced Large-Cap Value Index Fund – Institutional Class	100	%		All Shares

The current trustees and officers of the Trust, as a group, beneficially or of record own less than 1% of the shares of each the Funds as of November 30, 2007.

Any person owning more than 25% of a 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.

UNDERWRITER

Teachers Personal Investors Services, Inc. (“TPIS”), 730 Third Avenue, New York, NY 10017-3206, may be considered the “principal underwriter” for the Trust. TIAA holds all of the shares of Enterprises (defined below), which in turn holds all the shares of Advisors and of TPIS. Shares of the Funds are offered on a continuous basis with no sales load. Pursuant to a Distribution Agreement with the Trust, TPIS has the right to distribute shares of the Funds from year to year, subject to approval by the Board of Trustees. TPIS may enter into selling agreements with one or more broker-dealers, which may or may not be affiliated with TPIS, to provide distribution-related services to the Funds.

INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISORY SERVICES

As explained in the Prospectus, investment advisory and related services for the Funds are provided by personnel of Advisors, which is registered with the SEC under the Investment Advisers Act of 1940. Advisors manages the investment and reinvestment of the assets of the Funds, subject to the direction and control of the Investment Committee of the Board of Trustees. Advisors will perform all research, make recommendations, and place orders for the purchase and sale of securities. Advisors also provides for portfolio accounting, custodial, and related services for the assets of the Funds.

TIAA, an insurance company, holds all of the shares of TIAA-CREF Enterprises, Inc. (“Enterprises”), which in turn holds all of the shares of Advisors and of TPIS, the principal underwriter for the Trust. TIAA also holds all the shares of TIAA-CREF Individual & Institutional Services, LLC (“Services”) and TIAA-CREF Investment Management, LLC (“Investment Management”). Services acts as the principal underwriter, and Investment Management provides investment advisory services, to CREF, a companion organization to TIAA. All of the foregoing are affiliates of the Trust and Advisors.

As noted in the Prospectus, Advisors manages the Funds under an Investment Management Agreement. Under the agreement, investment management fees are payable monthly to Advisors. They are calculated as a percentage of the average value of the net assets each day for each Fund, and are accrued daily proportionately at 1/365th (1/366th in a leap year) of the rates set forth in the Prospectus.

Furthermore, Advisors has contractually agreed to reimburse the Funds for non-investment management fee expenses of the Funds that exceed certain amounts as stated in the Prospectus, through April 30, 2009.

CUSTODIAN, TRANSFER AGENT AND FUND ACCOUNTING AGENT

State Street Bank and Trust Company (“State Street”), 1776 Heritage Drive, Quincy, MA 02171, acts as custodian for the Funds. As custodian, State Street is responsible for the safekeeping of the Funds’ portfolio securities. State Street also acts as fund accounting agent for the Funds.

Boston Financial Data Services, Inc., 2 Heritage Drive, Quincy, MA 02171, acts as the transfer and dividend-paying agent for the Trust, including the Funds.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017, serves as the independent registered public accounting firm of the Trust. PricewaterhouseCoopers LLP has not yet audited the Funds’ financial statements because the Funds have not completed a full year of operations.

PERSONAL TRADING POLICY

The Trust and TPIS have adopted codes of ethics under Rule 17j-1 of the 1940 Act and Advisors has adopted a code of ethics under Rule 204A-1 of the Investment Advisers Act of 1940. These codes govern the personal trading activities of certain employees, or “access persons”, and members of their households. While these individuals may invest in securities that may also be purchased or held by the Funds, they must also generally pre-clear and report all transactions involving securities covered under the codes. In addition, access persons must generally send duplicates of all confirmation statements and other brokerage account reports to a special compliance unit for review.

TIAA-CREF Institutional Mutual Funds Statement of Additional Information | B-23

INFORMATION ABOUT THE FUNDS’ PORTFOLIO MANAGEMENT TEAMS

STRUCTURE OF COMPENSATION FOR PORTFOLIO MANAGERS

Portfolio management team members are compensated through a combination of base salary, annual performance awards and long-term compensation awards. Currently, the annual performance awards and long-term compensation awards are determined using three variables: investment performance (80% weighting), peer reviews (10% weighting) and manager-subjective ratings (10% weighting).

Investment performance is calculated, where records are available, over four years, each ending December 31. For each year, the gross excess return (on a before-tax basis) of a portfolio manager’s mandate(s) is calculated versus each mandate’s assigned benchmark. Please see the Funds’ prospectus for more detail regarding their benchmark indices. This investment performance is averaged using a 40% weight for the most recent year, 30% for the second year, 20% for the third year and 10% for the fourth year. Utilizing the three variables discussed above, total compensation is calculated and then compared to compensation data obtained from surveys that include comparable investment firms. It should be noted that the total compensation can be increased or decreased based on the performance of the equity or fixed-income group (as applicable) as a unit and the relative success of the TIAA-CREF organization in achieving its financial and operational objectives.

ADDITIONAL INFORMATION REGARDING PORTFOLIO MANAGERS

The following chart includes information relating to the portfolio management team members listed in the Prospectus, such as other accounts managed by them (registered investment companies and unregistered pooled investment vehicles), total assets in those accounts, and the dollar range of equity securities owned in each of the Funds they manage, as of September 30, 2007.

Additional Information Regarding Portfolio Managers | TIAA-CREF Institutional Mutual Funds


	Number of Other Accounts Managed		Total Assets In Accounts Managed (millions)

Name of Portfolio Manager	Registered Investment Companies	Other Pooled Investment Vehicles	Registered Investment Companies		Other Pooled Investment Vehicles		Dollar Range of Equity Securities Owned in Fund

ENHANCED INTERNATIONAL EQUITY INDEX FUND
Jacob Pozharny	0	1	$	0	$	30	$	0
Steven Rossiello, CFA	0	1	$	0	$	30	$	0

ENHANCED LARGE-CAP GROWTH INDEX FUND
Ruxiang (Michael) Qian	0	2	$	0	$	35	$	0
Kelvin Zhang	0	2	$	0	$	35	$	0

ENHANCED LARGE-CAP VALUE INDEX FUND
Michael S. Shing, CFA	2	0	$	572	$	0	$	0

POTENTIAL CONFLICTS OF INTEREST OF ADVISORS AND PORTFOLIO MANAGERS

Portfolio managers of the Funds may also manage other registered investment companies or unregistered investment pools and investment accounts, including accounts for Teachers Insurance and Annuity Association (“TIAA”) or other proprietary accounts, which may raise potential conflicts of interest. Advisors has put in place policies and procedures designed to mitigate any such conflicts. Such conflicts and mitigating policies and procedures include the following:

Conflicting Positions. Investment decisions made for the Funds may differ from, and may conflict with, investment decisions made by Advisors or its affiliated investment adviser, Investment Management, for other client or proprietary accounts due to differences in investment objectives, investment strategies, account benchmarks, client risk profiles and other factors. As a result of such differences, if an account were to sell a significant position in a security while a Fund maintained its position in that security, the market price of such securities could decrease and adversely impact the Fund’s performance. In the case of a short sale, the selling account would benefit from any decrease in price.

Allocation of Investment Opportunities. Even where accounts have similar investment mandates as a Fund, Advisors may determine that investment opportunities, strategies or particular purchases or sales are appropriate for one or more other client or proprietary accounts, but not for the Fund, or are appropriate for the Fund but in different amounts, terms or timing than is appropriate for other client or proprietary accounts. As a result, the amount, terms or timing of an investment by a Fund may differ from, and performance may be lower than, investments and performance of other client or proprietary accounts.

Aggregation and Allocation of Orders. Advisors may aggregate orders of the Funds and its other accounts (including proprietary accounts), and orders of client accounts managed by Investment Management. Although aggregating orders is a common means of reducing transaction costs for participating accounts, Advisors may

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be perceived as causing one client account, such as a Fund, to participate in an aggregated transaction in order to increase Advisors’ overall allocation of securities in that transaction or future transactions. Allocations of aggregated trades may also be perceived as creating an incentive for Advisors to disproportionately allocate securities expected to increase in value to certain client or proprietary accounts, at the expense of a Fund. In addition, a Fund may bear the risk of potentially higher transaction costs if aggregated trades are only partially filled or if orders are not aggregated at all.

Advisors has adopted procedures designed to mitigate the foregoing conflicts of interest by treating each account, including the Funds, fairly and equitably over time in the allocation of investment opportunities and the aggregation and allocation of orders. The procedures also are designed to mitigate conflicts in potentially inconsistent trading and provide guidelines for trading priority. Moreover, Advisors’ trading activities are subject to supervisory review and compliance monitoring to help address and mitigate conflicts of interest and ensure that accounts are being treated fairly and equitably over time.

For example, in allocating investment opportunities, a portfolio manager considers an account’s investment objectives, investment restrictions, cash position, need for liquidity, sector concentration and other objective criteria. In addition, orders for the same single security are generally aggregated with other orders for the same single security received at the same time. If aggregated orders are fully executed, each participating account is allocated its pro rata share on an average price and trading cost basis. In the event the order is only partially filled, each participating account receives a pro rata share. Portfolio managers are also subject to restrictions on potentially inconsistent trading of single securities, although a portfolio manager may sell a single security short if the security is included in an account’s benchmark and the portfolio manager is underweight in that security relative to the account’s benchmark. Moreover, the procedures set forth guidelines for trading priority with long sales of single securities generally having priority over short sales of the same or closely related securities.

Advisors’ procedures also address basket trades (trades in a wide variety of securities—on average approximately 100 different issuers) used in quantitative strategies. However, basket trades are generally not aggregated or subject to the same types of restrictions on potentially inconsistent trading as single security trades because basket trades are tailored to a particular index or model portfolio based on the risk profile of a particular account pursuing a particular quantitative strategy. In addition, basket trades are not subject to the same trading priority guidelines as single security trades because an automated and systematic process is used to implement trades.

Research. Advisors allocates brokerage commissions to brokers who provide execution and research services for the Funds and some or all of Advisors’ other clients. Such research services may not always be utilized in connection with the Funds or other client accounts that may have provided the commission or a portion of the commission paid to the broker providing the services. Advisors has adopted procedures with respect to these so-called “soft dollar” arrangements, including the use of brokerage commissions to pay for in-house and nonproprietary research, the process for allocating brokerage, and Advisors’ practices regarding the use of third-party soft dollars.

IPO allocation. Advisors has adopted procedures to ensure that it allocates initial public offerings to the Funds and Advisors’ other clients in a fair and equitable manner, consistent with its fiduciary obligations to its clients.

Compensation. The compensation paid to Advisors for managing the Funds, as well as certain other clients, is based on a percentage of assets under management, whereas the compensation paid to Advisors for managing certain other clients is based on cost. However, no client currently pays Advisors a performance-based fee. Nevertheless, Advisors may be perceived as having an incentive to allocate securities that are expected to increase in value to accounts in which Advisors has a proprietary interest or to certain other accounts in which Advisors receives a larger asset-based fee.

ABOUT THE TRUST AND THE SHARES

The Trust was organized as a Delaware statutory trust on April 15, 1999. A copy of the Trust’s Certificate of Trust, dated April 15, 1999, as amended, is on file with the Office of the Secretary of State of the State of Delaware. As a Delaware statutory trust, the Trust’s operations are governed by its Declaration of Trust. Upon the initial purchase of shares of beneficial interest in the Funds, each shareholder agrees to be bound by the Declaration of Trust, as amended from time to time.

CLASS STRUCTURE

The Funds currently offer only Institutional Class shares. The rights, limitations and other aspects of this class of shares are discussed in more detail below.

Institutional Class Shares. Institutional Class Shares of the Funds are only available for purchase by or through certain intermediaries affiliated with TIAA-CREF (“TIAA-CREF Intermediaries”) or other unaffiliated persons or intermediaries, such as state-sponsored tuition savings plans, or employer-sponsored employee benefit plans, who have entered into a contract or arrangement with a TIAA-CREF Intermediary that enables them to purchase shares of the Funds, or other affiliates of TIAA-CREF or other persons that the Trust may approve from time to time. Under certain circumstances, this class may be offered through accounts established by employers, or the trustees of plans sponsored by employers, through TIAA-CREF in connection with certain employee benefit plans, such as 401(a) (including 401(k) and Keogh plans), 403(a), 403(b) and 457 plans, or through custody accounts established by individuals through TIAA-CREF as IRAs. Shareholders investing through such plans may have to pay additional expenses related to the administration of such plans.

INDEMNIFICATION OF SHAREHOLDERS

Generally, Delaware statutory trust shareholders are not personally liable for obligations of the Delaware statutory trust under Delaware law. The Delaware Statutory Trust Act (“DSTA”) provides that a shareholder of a Delaware statutory trust shall be entitled to the same limitation of liability extended to shareholders of private for-profit corporations. The Declaration of Trust expressly provides that the Trust has been organized under the

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DSTA and that the Declaration of Trust is to be governed by and interpreted in accordance with Delaware law. It is nevertheless possible that a Delaware statutory trust, such as the Trust, might become a party to an action in another state whose courts refuse to apply Delaware law, in which case shareholders of the Trust could possibly be subject to personal liability.

To guard against this risk, the Declaration of Trust (i) contains an express disclaimer of shareholder liability for acts or obligations of the Trust and provides that notice of such disclaimer may be given in each agreement, obligation and instrument entered into or executed by the Trust or its trustees, (ii) provides for the indemnification out of property of the Trust of any shareholders held personally liable for any obligations of the Trust or any series thereof, and (iii) provides that the Trust shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of the Trust and satisfy any judgment thereon. Thus, the risk of a shareholder incurring financial loss beyond his or her investment because of shareholder liability is limited to circumstances in which all of the following factors are present: (1) a court refuses to apply Delaware law; (2) the liability arose under tort law or, if not, no contractual limitation of liability was in effect; and (3) the Trust itself would be unable to meet its obligations. In the light of DSTA, the nature of the Trust’s business, and the nature of its assets, the risk of personal liability to a shareholder of a series of the Trust is remote.

INDEMNIFICATION OF TRUSTEES

The Declaration of Trust further provides that the Trust shall indemnify each of its Trustees and officers against liabilities and expenses reasonably incurred by them, in connection with, or arising out of, any action, suit or proceeding, threatened against or otherwise involving such trustee or officer, directly or indirectly, by reason of being or having been a trustee or officer of the Trust. The Declaration of Trust does not authorize the Trust to indemnify any trustee or officer against any liability to which he or she would otherwise be subject by reason of or for willful misfeasance, bad faith, gross negligence or reckless disregard of such person’s duties.

LIMITATION OF FUND LIABILITY

All persons dealing with a Fund must look solely to the property of that particular Fund for the enforcement of any claims against that Fund, as neither the trustees, officers, agents nor shareholders assume any personal liability for obligations entered into on behalf of a Fund or the Trust. No Fund is liable for the obligations of any other Fund. Since the Funds use a combined Prospectus, however, it is possible that one Fund might become liable for a misstatement or omission in the Prospectus regarding another Fund with which its disclosure is combined. The trustees have considered this factor in approving the use of the combined Prospectus.

SHAREHOLDER MEETINGS AND VOTING RIGHTS

Under the Declaration of Trust, the Trust is not required to hold annual meetings to elect trustees or for other purposes. It is not anticipated that the Trust will hold shareholders’ meetings unless required by law or the Declaration of Trust, although the Trust may do so periodically. The Trust will be required to hold a meeting to elect Trustees to fill any existing vacancies on the Board if, at any time, fewer than 75% of the trustees holding office were elected by the shareholders of the Trust. The Trust may also hold special meetings to change fundamental policies, approve a management agreement, or for other purposes. The Funds will mail proxy materials to shareholders for these meetings, and the Trust encourages shareholders who cannot attend to vote by proxy.

Shares of the Trust do not entitle their holders to cumulative voting rights, so that the holders of more than 50% of the net asset value represented by the outstanding shares of the Trust may elect all of the trustees, in which case the holders of the remaining shares would not be able to elect any trustees. Shareholders are entitled to one vote for each dollar of net asset value they own, so that the number of votes a shareholder has is determined by multiplying the number of shares of each Fund held times the net asset value per share of the applicable Fund.

SHARES

The Trust is authorized to issue an unlimited number of shares of beneficial interest in the Funds. Shares are divided into and may be issued in a designated series representing beneficial interests in one of the Fund’s investment portfolios.

Each share of a series issued and outstanding is entitled to participate equally in dividends and distributions declared by such series and, upon liquidation or dissolution, in net assets allocated to such series remaining after satisfaction of outstanding liabilities. The shares of each series, when issued, will be fully paid and non-assessable and have no preemptive or conversion rights.

ADDITIONAL FUNDS OR CLASSES

Pursuant to the Declaration of Trust, the trustees may establish additional Funds (technically “series” of shares) or “classes” of shares in the Trust without shareholder approval. The establishment of additional Funds or classes would not affect the interests of current shareholders in the existing Funds.

DIVIDENDS AND DISTRIBUTIONS

Each share of a Fund is entitled to such dividends and distributions out of the income earned on the assets belonging to that Fund as are declared in the discretion of the trustees. In the event of the liquidation or dissolution of the Trust as a whole or any individual Fund, shares of the affected Fund are entitled to receive their proportionate share of the assets that are attributable to such shares and which are available for distribution as the trustees in their sole discretion may determine.

PRICING OF SHARES

The assets of each Fund are valued as of the close of each valuation day in the following manner:

INVESTMENTS FOR WHICH MARKET QUOTATIONS ARE READILY AVAILABLE

Investments for which market quotations are readily available are valued at the market value of such investments, determined as follows:

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EQUITY SECURITIES

Equity securities listed or traded on a national market or exchange are valued based on their sale price on such market or exchange at the close of business (usually 4:00 p.m. Eastern Time) on the date of valuation, or at the mean of the closing bid and asked prices if no sale is reported. Such an equity security may also be valued at fair value as determined in good faith by the Board of Trustees if events materially affecting its value occur between the time its price is determined and the time a Fund’s NAV is calculated.

FOREIGN INVESTMENTS

Investments traded on a foreign exchange or in foreign markets are valued at the closing values of such securities as of the date of valuation under the generally accepted valuation method in the country where traded and converted to U.S. dollars at the prevailing rates of exchange on the date of valuation. Since the trading of investments on a foreign exchange or in foreign markets is normally completed before the end of a valuation day, such valuation does not take place contemporaneously with the determination of the valuation of certain other investments held by the Fund. If events materially affecting the value of foreign investments occur between the time their share price is determined and the time when a Fund’s net asset value is calculated, such investments will be valued at fair value as determined in good faith using procedures approved by the Board of Trustees and in accordance with the responsibilities of the Board of Trustees as a whole. The fair value of foreign securities may be determined with the assistance of a pricing service, which attempts to calculate a fair value for securities based on numerous factors including correlations of a securities price with securities indices and other appropriate indicators, such as ADRs and futures contracts.

DEBT SECURITIES

Debt securities (excluding money market instruments) for which market quotations are readily available are valued based on the most recent bid price or the equivalent quoted yield for such securities (or those of comparable maturity, quality and type). These values will be derived utilizing independent pricing services, except when it is believed that the prices don’t accurately reflect the security’s fair value.

Values for money market instruments with maturities of one year or less are valued in the same manner as debt securities stated in the preceding paragraph, or derived from a pricing matrix that has various types of money market instruments along one axis and various maturities along the other.

All debt securities may also be valued at fair value as determined in good faith using procedures approved by the Board of Trustees.

OPTIONS AND FUTURES

Portfolio investments underlying options are valued as described above. Stock options written by a Fund are valued at the last quoted sale price, or at the closing bid price if no sale is reported for the day of valuation as determined on the principal exchange on which the option is traded. The value of a Fund’s net assets will be increased or decreased by the difference between the premiums received on writing options and the costs of liquidating such positions measured by the closing price of the options on the date of valuation.

For example, when a Fund writes a call option, the amount of the premium is included in the Fund’s assets and an equal amount is included in its liabilities. The liability thereafter is adjusted to the current market value of the call. Thus, if the current market value of the call exceeds the premium received, the excess would be unrealized depreciation; conversely, if the premium exceeds the current market value, such excess would be unrealized appreciation. If a call expires or if the Fund enters into a closing purchase transaction, it realizes a gain (or a loss if the cost of the transaction exceeds the premium received when the call was written) without regard to any unrealized appreciation or depreciation in the underlying securities, and the liability related to such call is extinguished. If a call is exercised, the Fund realizes a gain or loss from the sale of the underlying securities and the proceeds of the sale increased by the premium originally received.

A premium paid on the purchase of a put will be deducted from Fund’s assets and an equal amount will be included as an investment and subsequently adjusted to the current market value of the put. For example, if the current market value of the put exceeds the premium paid, the excess would be unrealized appreciation; conversely, if the premium exceeds the current market value, such excess would be unrealized depreciation.

Stock and bond index futures, and options thereon, which are traded on commodities exchanges, are valued at their last sale prices as of the close of such commodities exchanges.

INVESTMENTS FOR WHICH MARKET QUOTATIONS ARE NOT READILY AVAILABLE

Portfolio securities or other assets for which market quotations are not readily available will be valued at fair value, as determined in good faith using procedures approved by the Board of Trustees. For more information about the Funds’ fair value pricing procedures, see “Calculating Share Price” in the Prospectus.

TAX STATUS

The following discussion of the federal tax status of the Funds is a general and abbreviated summary based on tax laws and regulations in effect on the date of this SAI. Tax law is subject to change by legislative, administrative or judicial action.

QUALIFICATION AS REGULATED INVESTMENT COMPANY

Each Fund is treated as a separate taxpayer for federal income tax purposes. Each Fund intends to elect to be treated as a regulated investment company under Subchapter M of Chapter 1 of the Code and to qualify as a regulated investment company each year. If a Fund: (1) continues to qualify as a regulated investment company, and (2) distributes to its shareholders an amount at least equal to the sum of 90% of its investment company taxable income (including for this purpose its net ordinary investment income and realized net short-term capital gains) and 90% of its tax-exempt interest income (reduced by certain expenses) (the “90% distribution requirement”), which the Trust intends each Fund to do, then under the provisions of Subchapter M of the

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Code the Fund should have little or no liability for federal income taxes. In particular, a Fund will not be subject to federal income tax on the portion of its investment company taxable income and net capital gain (i.e., realized net long-term capital gain in excess of realized net short-term capital loss) it distributes to shareholders (or treats as having been distributed to shareholders).

Each Fund generally will endeavor to distribute (or treat as deemed distributed) to shareholders all of its investment company taxable income and its net capital gain, if any, for each taxable year so that it will not incur federal income taxes on its earnings.

A Fund must meet several requirements to maintain its status as a regulated investment company. These requirements include the following: (1) at least 90% of its gross income for each taxable year must be derived from (a) dividends, interest, payments with respect to loaned securities, gains from the sale or disposition of securities (including gains from related investments in foreign currencies), and other income (including gains from options, futures or forward contracts) derived with respect to its business of investing in such securities or currencies; and (b) net income derived from an interest in a qualified publicly traded partnership (“PTP”); and (2) at the close of each quarter of the Fund’s taxable year, (a) at least 50% of the value of the Fund’s total assets must consist of cash, cash items, securities of other regulated investment companies, U.S. Government securities and other securities that, with respect to any one issuer, do not represent more than 5% of the value of the total assets of the Fund or more than 10% of the outstanding voting securities of such issuer; and (b) the Fund must not invest more than 25% of its total assets in the securities of any one issuer (other than U.S. Government securities or the securities of other regulated investment companies), the securities of two or more issuers that are controlled by the Fund and that are engaged in the same or similar trades or businesses or related trades or businesses or the securities of one or more PTPs.

If for any taxable year a Fund fails to qualify as a regulated investment company or fails to satisfy the 90% distribution requirement, then all of its taxable income would be subject to federal, and possibly state, income tax at regular corporate rates (without any deduction for distributions to its shareholders) and distributions to its shareholders would generally constitute ordinary income (including dividends derived from interest on tax-exempt obligations) to the extent of such Fund’s available earnings and profits.

DISTRIBUTIONS TO AVOID FEDERAL EXCISE TAX

A regulated investment company generally must distribute in each calendar year an amount equal to at least the sum of: (1) 98% of its ordinary taxable income for the year, (2) 98% of its capital gain net income for the twelve months ended on October 31 of that calendar year, and (3) any ordinary income or net capital gain income not distributed or taxed for prior years (the “excise tax avoidance requirements”). To the extent that a regulated investment company fails to do this, it is subject to a 4% nondeductible federal excise tax on undistributed earnings. Therefore, in order to avoid the federal excise tax, each Fund must make (and the Trust intends that each will make) the foregoing distributions.

CAPITAL LOSS CARRYFORWARDS

As of September 30, 2006, the Funds were not yet in existence and therefore did not have any capital loss “carryforwards.” To the extent provided in the Code and regulations thereunder, a Fund may carry forward such capital losses to offset realized capital gains in future years. To the extent that these losses are used to offset future capital gains, it is probable that the gains so offset will not be distributed to shareholders because they would be taxable as ordinary income.

INVESTMENTS IN FOREIGN SECURITIES

Investment income received from sources within foreign countries, or capital gains earned by a Fund investing in securities of foreign issuers, may be subject to foreign income taxes withheld at the source. In this regard, withholding tax rates in countries with which the United States does not have a tax treaty are often as high as 35% or more. The United States has entered into tax treaties with many foreign countries that may entitle a Fund to a reduced rate of tax or exemption from tax on this related income and gains. The effective rate of foreign tax cannot be determined at this time since the amount of a Fund’s assets to be invested within various countries is not now known. The Trust intends that each Fund will operate so as to qualify for applicable treaty-reduced rates of tax.

If a Fund qualifies as a regulated investment company under the Code, and if more than 50% of the Fund’s total assets at the close of the taxable year consists of securities of foreign corporations, then the Trust may elect, for U.S. federal income tax purposes, to treat foreign income taxes paid by the Fund (including certain withholding taxes that can be treated as income taxes under U.S. income tax principles) as paid by its shareholders. The International Fund anticipates that it may qualify for and make this election in most, but not necessarily all, of its taxable years. If a Fund makes such an election, an amount equal to the foreign income taxes paid by the Fund would be included in the income of its shareholders and the shareholders often would be entitled to credit their portions of this amount against their U.S. tax liabilities, if any, or to deduct those portions from their U.S. taxable income, if any. Shortly after any year for which an election is made, the Trust will report to the shareholders of the Fund, in writing, the amount per share of foreign tax that must be included in each shareholder’s gross income and the amount that will be available as a deduction or credit. Certain limitations based on the unique tax situation of a shareholder may apply to limit the extent to which the credit or the deduction for foreign taxes may be claimed by such shareholder.

If a Fund acquires stock in certain foreign corporations that receive at least 75% of their annual gross income from passive sources (such as interest, dividends, rents, royalties or capital gain) or hold at least 50% of their total assets in investments producing such passive income (“passive foreign investment companies”), that Fund could be subject to federal income tax and additional interest charges on “excess distributions” received from such companies or gain from the sale of stock in such companies, even if all income or gain actually received by the Fund is timely distributed to its shareholders. The Fund would not be able to pass through to its

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shareholders any credit or deduction for such a tax. Certain elections may, if available, ameliorate these adverse tax consequences, but any such election requires the applicable Fund to recognize taxable income or gain without the concurrent receipt of cash.

Any Fund that acquires stock in foreign corporations may limit and/or manage its holdings in passive foreign investment companies to minimize its tax liability.

Foreign exchange gains and losses realized by a Fund in connection with certain transactions involving non-dollar debt securities, certain foreign currency futures contracts, foreign currency option contracts, foreign currency forward contracts, foreign currencies, or payables or receivables denominated in a foreign currency are subject to Code provisions that generally treat such gains and losses as ordinary income and losses and may affect the amount, timing and character of distributions to shareholders.

Any such transactions that are not directly related to a Fund’s investment in securities (possibly including speculative currency positions or currency derivatives not used for hedging purposes) could, under future Treasury regulations, produce income not among the types of “qualifying income” from which the Fund must derive at least 90% of its annual gross income.

INVESTMENTS WITH ORIGINAL ISSUE DISCOUNT

Each Fund that invests in certain payment-in-kind instruments, zero coupon securities or certain deferred interest securities (and, in general, any other securities with original issue discount or with market discount if the Fund elects to include market discount in current income) must accrue income on such investments prior to the receipt of the corresponding cash. However, because each Fund must meet the 90% distribution requirement to qualify as a regulated investment company, a Fund may have to dispose of its portfolio investments under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing the cash, to satisfy distribution requirements.

OPTIONS, FUTURES AND SWAPS

A Fund’s transactions in options contracts and futures contracts are subject to special provisions of the Code that, among other things, may affect the character of gains and losses realized by the Fund (that is, may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Fund and defer losses of the Fund. These rules (1) could affect the character, amount and timing of distributions to shareholders of a Fund, (2) could require the Fund to “mark to market” certain types of the positions in its portfolio (that is, treat them as if they were closed out) and (3) may cause the Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the 90% distribution requirement and the excise tax avoidance requirements described above. To mitigate the effect of these rules and prevent disqualification of a Fund as a regulated investment company, the Trust seeks to monitor transactions of each Fund, seeks to make the appropriate tax elections on behalf of each Fund and seeks to make the appropriate entries in each Fund’s books and records when the Fund acquires any option, futures contract or hedged investment.

The federal income tax rules applicable to interest rate swaps, caps and floors, equity swaps, and other similar derivative instruments are unclear in certain respects. Among other things, there is uncertainty concerning when income or loss is recognized for tax purposes and whether such income or loss is capital or ordinary. In addition, the application of the diversification tests described above with respect to such instruments is uncertain. As a result, any Fund investing in these instruments may limit and/or manage its holdings of these instruments in order to avoid disqualification of the Fund as a regulated investment company and to minimize the potential negatives tax consequences to the Fund from a successful challenge by the IRS with respect to the Fund’s treatment of these instruments.

SHAREHOLDER TAXATION

The following discussion of certain federal income tax issues of shareholders of the Funds is a general and abbreviated summary based on tax laws and regulations in effect on the date of this SAI. Tax law is subject to change by legislative, administrative or judicial action. The following discussion relates solely to U.S. federal income tax law as applicable to U.S. taxpayers (e.g., U.S. residents and U.S. domestic corporations, partnerships, trusts or estates). The discussion does not address special tax rules applicable to certain classes of investors, such as qualified retirement accounts or trusts, tax-exempt entities, insurance companies, banks and other financial institutions or non-U.S. taxpayers. Dividends, capital gain distributions, and ownership of or gains realized on the redemption (including an exchange) of the shares of a Fund may also be subject to state, local and foreign taxes. Shareholders should consult their own tax advisers as to the federal, state, local or foreign tax consequences of ownership of shares of, and receipt of distributions from, the Funds in their particular circumstances.

DISTRIBUTIONS

Distributions of a Fund’s investment company taxable income are taxable as ordinary income to shareholders to the extent of the Fund’s current or accumulated earnings and profits, whether paid in cash or reinvested in additional shares. Any distribution of a Fund’s net capital gain properly designated by a Fund as “capital gain dividends” is taxable to a shareholder as long-term capital gain regardless of a shareholder’s holding period for his, her or its shares and regardless of whether paid in cash or reinvested in additional shares. Distributions, if any, in excess of earnings and profits usually constitute a return of capital, which first reduces an investor’s tax basis in a Fund’s shares and thereafter (after such basis is reduced to zero) generally gives rise to capital gains. Shareholders electing to receive distributions in the form of additional shares have a cost basis for federal income tax purposes in each share so received equal to the amount of cash they would have received had they elected to receive the distributions in cash.

At the Trust’s option, the Trust may cause a Fund to retain some or all of its net capital gain for a tax year, but designate the retained amount as a “deemed distribution.” In that case, among other consequences, the Fund pays tax on the retained amount for the benefit of its shareholders, the shareholders are required to report their share of the deemed distribution on their tax returns as if it had

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been distributed to them, and the shareholders may report a credit for the tax paid thereon by the Fund. The amount of the deemed distribution net of such tax is added to the shareholder’s cost basis for his, her or its shares. Since the Trust expects a Fund to pay tax on any retained net capital gain at its regular corporate capital gain tax rate, and since that rate is in excess of the maximum rate currently payable by individuals on long-term capital gain, the amount of tax that individual shareholders are treated as having paid will exceed the amount of tax that such shareholders would be required to pay on the retained net capital gains. A shareholder that is not subject to U.S. federal income tax or tax on long-term capital gains should be able to file a return on the appropriate form or a claim for refund that allows such shareholder to recover the taxes paid on his, her or its behalf. In the event the Trust chooses this option on behalf of a Fund, the Trust must provide written notice to the shareholders prior to the expiration of 60 days after the close of the relevant tax year.

Any dividend declared by a Fund in October, November, or December of any calendar year, payable to shareholders of record on a specified date in such a month and actually paid during January of the following year, is treated as if it had been received by the shareholders on December 31 of the year in which the dividend was declared.

BUYING A DIVIDEND

An investor should consider the tax implications of buying shares just prior to a distribution. Even if the price of the shares includes the amount of the forthcoming distribution, the shareholder generally will be taxed upon receipt of the distribution and is not entitled to offset the distribution against the tax basis in his, her or its shares. In addition, an investor should be aware that, at the time he, she or it purchases shares of a Fund, a portion of the purchase price is often attributable to realized or unrealized appreciation in the Fund’s portfolio or undistributed taxable income of the Fund. Subsequent distributions from such appreciation or income may be taxable to such investor even if the net asset value of the investor’s shares is, as a result of the distributions, reduced below the investor’s cost for such shares, and the distributions in reality represent a return of a portion of the purchase price.

QUALIFIED DIVIDEND INCOME

Individual shareholders may be eligible to treat a portion of a Fund’s ordinary income dividends as “qualified dividend income” that is subject to tax at the same reduced maximum rates applicable to long-term capital gains; corporations are not eligible for the reduced maximum rates on qualified dividend income. The Trust must designate the portion of any distributions by a Fund that are eligible to be treated as qualified dividend income in a written notice within 60 days of the close of the relevant taxable year. In general, the maximum amount of distributions by a Fund that may be designated as qualified dividend income for that taxable year is the total amount of qualified dividend income received by that Fund during such year. If the qualified dividend income received by a Fund is equal to 95% (or a greater percentage) of the Fund’s gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by the Fund will be qualified dividend income. In order to constitute qualified dividend income to the Fund, a dividend must be received from a U.S. domestic corporation (other than dividends from tax-exempt corporations and certain dividends from real estate investment trusts and other regulated investment companies) or a qualified foreign corporation. In addition, the dividend must be paid in respect of the stock that has been held by the Fund, for federal income tax purposes, for at least 61 days during the 121-day period that begins 60 days before the stock becomes ex-dividend. In order to be eligible to treat a dividend from a Fund as qualified dividend income, individual shareholders must also meet the foregoing minimum holding period requirements with respect to their shares of the applicable Fund. These special rules relating to qualified dividend income apply to taxable years beginning before January 1, 2011. Without additional Congressional action, all of the Funds’ ordinary income dividends for taxable years beginning on or after such date will be subject to taxation at ordinary income rates.

DIVIDENDS-RECEIVED DEDUCTION

The Trust’s ordinary income dividends to corporate shareholders may, if certain conditions are met, qualify for the dividends-received deduction to the extent that the Trust has received qualifying dividend income during the taxable year; capital gain dividends distributed by the Trust are not eligible for the dividends-received deduction. In order to constitute a qualifying dividend, a dividend must be from a U.S. domestic corporation in respect of the stock of such corporation that has been held by the Fund, for federal income tax purposes, for at least 46 days during the 91-day period that begins 45 days before the stock becomes ex-dividend (or, in the case of preferred stock, 91 days during the 181-day period that begins 90 days before the stock becomes ex-dividend). The Trust must also designate the portion of any distribution that is eligible for the dividends-received deduction in a written notice within 60 days of the close of the relevant taxable year. In addition, in order to be eligible to claim the dividends-received deduction with respect to distributions from a Fund, corporate shareholders must meet the foregoing minimum holding period requirements with respect to their shares of the applicable Fund. If a corporation borrows to acquire shares of a Fund, it may be denied a portion of the dividends-received deduction it would otherwise be eligible to claim. The entire qualifying dividend, including the otherwise deductible amount, is included in determining the excess (if any) of a corporate shareholder’s adjusted current earnings over its alternative minimum taxable income, which may increase its alternative minimum tax liability. Additionally, any corporate shareholder should consult its tax adviser regarding the possibility that its basis in its shares may be reduced, for federal income tax purposes, by reason of “extraordinary dividends” received with respect to the shares, for the purpose of computing its gain or loss on redemption or other disposition of the shares.

GAINS AND LOSSES ON REDEMPTIONS

B-30 | Statement of Additional Information TIAA-CREF Institutional Mutual Funds

tax basis in his, her or its shares and the amount of the proceeds received in exchange for such shares. Any gain or loss arising from (or, in the case of distributions in excess of earnings and profits, treated as arising from) the sale or redemption of shares generally is a capital gain or loss. This capital gain or loss normally is treated as a long-term capital gain or loss if the shareholder has held his, her or its shares for more than one year at the time of such sale or redemption; otherwise, it generally will be classified as short-term capital gain or loss. If, however, a shareholder receives a capital gain dividend with respect to any share of a Fund, and if the share is sold before it has been held by the shareholder for at least six months, then any loss on the sale or exchange of the share, to the extent of the capital gain dividend, is treated as a long-term capital loss.

In addition, all or a portion of any loss realized upon a taxable disposition of shares may be disallowed if other shares of the same Fund are purchased (including any purchase through a reinvestment of distributions from the Fund) within 30 days before or after the disposition. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Also, if a shareholder who incurred a sales charge on the acquisition of shares of a Fund sells his, her or its shares within 90 days of purchase and subsequently acquires shares of another Fund of the Trust on which a sales charge normally is imposed without paying such sales charge in accordance with the exchange privilege described in the prospectuses, such shareholder will not be entitled to include the amount of the sales charge in his, her or its basis in the shares sold for purposes of determining gain or loss. In these cases, any gain on the disposition of the shares of the Fund is increased, or loss decreased, by the amount of the sales charge paid when the shares were acquired, and that amount will increase the adjusted basis of the shares of the Fund subsequently acquired.

LONG-TERM CAPITAL GAINS

In general, individual shareholders currently are subject to a maximum federal income tax rate of 15% (or 5% (0% for taxable years beginning after December 31, 2007) in the case of individual investors who are in the 10% or 15% tax bracket) on their net long-term capital gain (the excess of net long-term capital gain over net short-term capital loss) for a taxable year (including a long-term capital gain derived from an investment in the shares), while other income may be taxed at rates as high as 35%. This maximum federal income tax rate on capital gains applies to taxable years beginning prior to January 1, 2011. Without additional Congressional action, the maximum federal income tax rate on long-term capital gains for taxable years beginning on or after January 1, 2011 will be 20% (10% in the case of individual investors who are in the 10% or 15% bracket). Corporate taxpayers currently are subject to federal income tax on net capital gain at the maximum 35% rate also applied to ordinary income. Tax rates imposed by states and local jurisdictions on capital gain and ordinary income may differ.

DEDUCTION OF CAPITAL LOSSES

Non-corporate shareholders with net capital losses for a year (i.e., capital losses in excess of capital gains) generally may deduct up to $3,000 of such losses against their ordinary income each year; any net capital losses of a non-corporate shareholder in excess of $3,000 generally may be carried forward and used in subsequent years as provided in the Code. Corporate shareholders generally may not deduct any net capital losses for a year, but may carryback such losses for three years or carry forward such losses for five years.

REPORTS TO SHAREHOLDERS

The Funds send to each of their shareholders, as promptly as possible after the end of each calendar year, a notice detailing, on a per share and per distribution basis, the amounts includible in such shareholder’s taxable income for such year as ordinary income (including any portion eligible to be treated as qualified dividend income or to be deducted pursuant to the dividends-received deduction) and as long-term capital gain. In addition, the federal tax status of each year’s distributions generally is reported to the IRS.

BACKUP WITHHOLDING

The Funds may be required to withhold U.S. federal income tax (“backup withholding”) from all distributions payable to: (1) any shareholder who fails to furnish the Trust with his, her or its correct taxpayer identification number or a certificate that the shareholder is exempt from backup withholding, and (2) any shareholder who is identified by the IRS in a notice to the Funds as having failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect. The backup withholding is not an additional tax and may be returned or credited against a taxpayer’s regular federal income tax liability if appropriate information is provided to the IRS.

SHARES HELD IN CERTAIN CUSTODY ACCOUNTS

Shares held in custody accounts as permitted by Code Sections 403(b)(7) and 408 (IRAs) are subject to special tax treatment. The federal income tax on earnings in such accounts is deferred, and there are restrictions on the amounts that can be distributed from such accounts without adverse federal income tax consequences for investors in such accounts. Distributions from such accounts may be subject to taxation as ordinary income in the year distributed and investors in such accounts may have to pay a penalty tax for certain distributions. Shareholders invested through such accounts should consult their tax adviser or TIAA-CREF for more information.

BROKERAGE ALLOCATION

Advisors is responsible for decisions to buy and sell securities for the Funds as well as for selecting brokers and, where applicable, negotiating the amount of the commission rate paid. It is the intention of Advisors to place brokerage orders with the objective of obtaining the best execution, which includes such factors as best price, research and available data. When purchasing or selling securities traded on the over-the-counter market, Advisors generally will execute the transactions with a broker engaged in making a market for such securities. When Advisors deems the purchase or sale of a security to be in the best interests of a Fund, its personnel may, consistent with their fiduciary obligations, decide either to buy

TIAA-CREF Institutional Mutual Funds Statement of Additional Information | B-31

or to sell a particular security for the Fund at the same time as for other funds it may be managing, or that may be managed by its affiliate, Investment Management, another investment adviser subsidiary of TIAA. In that event, allocation of the securities purchased or sold, as well as the expenses incurred in the transaction, will be made in an equitable manner.

Advisors may place orders with brokers providing research and statistical data services even if lower commissions may be available from brokers not providing such services. When doing so, Advisors will determine in good faith that the commissions negotiated are reasonable in relation to the value of the brokerage and research provided by the broker viewed in terms of either that particular transaction or of the overall responsibilities of Advisors to the Funds and its other clients. In reaching this determination, Advisors will not necessarily place a specific dollar value on the brokerage or research services provided nor determine what portion of the broker’s compensation should be related to those services.

Research or services obtained for one Fund may be used by Advisors in managing other Funds and other investment company clients and advisory clients of Advisors. If such research or services are obtained for cash and not through the allocation of brokerage commissions, then the expenses incurred will be allocated equitably consistent with Advisors’ fiduciary duty to the other Funds. Research or services obtained for the Trust also may be used by personnel of Advisors in managing other investment company accounts, or by Investment Management for the CREF accounts. If such research or services are obtained for cash, the expenses incurred will be allocated in an equitable manner consistent with the fiduciary obligations of personnel of Advisors to the Trust.

Because the Funds are not yet operational, they have not incurred any brokerage commissions.

DIRECTED BROKERAGE

In accordance with the 1940 Act, as amended, the Funds have adopted a policy prohibiting the Funds to compensate brokers or dealers for the sale or promotion of Fund shares by the direction of portfolio securities transactions for the Funds to such brokers or dealers. In addition, Advisors has instituted policies and procedures so that Advisors’ personnel do not violate this policy of the Funds.

LEGAL MATTERS

All matters of applicable state law pertaining to the Funds have been passed upon by George W. Madison, Executive Vice President and General Counsel of the Trust (and TIAA and CREF). Dechert LLP serves as legal counsel to the Funds and has provided advice to the Funds related to certain matters under the federal securities laws.

FINANCIAL STATEMENTS

No financial statements are available for the Funds at this time because the Funds are newly operational.

B-32 | Statement of Additional Information TIAA-CREF Institutional Mutual Funds

APPENDIX A

TIAA-CREF POLICY STATEMENT ON CORPORATE GOVERNANCE

Table of Contents


B-33		I. Introduction: Historical Perspective
B-34		II. Shareholder Rights
B-35		III. Director Elections—Majority Voting
B-35		IV. The Board of Directors
B-35		V. Board Structure and Processes
B-35		A. Board Membership
B-36		B. Board Responsibilities
B-36		C. Board Operation and Organization
B-38		VI. Executive Compensation
B-39		A. Equity-Based Compensation
B-40		B. Perquisites
B-40		C. Supplemental Executive Retirement Plans
B-40		D. Executive Contracts


B-40		VII. TIAA-CREF Corporate Governance Program
B-40		A. Engagement Policy and Practices
B-40		B. Proxy Voting
B-41		C. Influencing Public Policy and Regulation
B-41		D. Divestment
B-41		VIII. International Governance
B-42		IX. Environmental and Social Issues
B-42		X. Securities Lending Policy
B-43		APPENDIX A: Proxy Voting Guidelines
B-43		Guidelines for Board-Related Issues
B-43		Guidelines for Other Governance Issues
B-44		Guidelines for Compensation Issues
B-45		Guidelines for Environmental and Social Issues

I. Introduction; Historical Perspective

TIAA-CREF Institutional Mutual Funds Statement of Additional Information | B-33


Appendix A \| TIAA-CREF Policy Statement on Corporate Governance	continued

active and vigilant line of defense against fraud, breaches of integrity and abuses of authority.

This is the fifth edition of this Policy Statement, which is reviewed and revised periodically by the TIAA and CREF boards of trustees. The TIAA and CREF boards have delegated oversight of TIAA-CREF’s corporate governance program, including development and establishment of policies, to the joint Committee on Corporate Governance and Social Responsibility, which is composed of independent trustees. This edition reflects current developments in corporate governance, social and environmental policy, technology, market structure, globalization, cross-border and emerging-market investing and proxy voting. For example, this edition includes new voting guidelines and highlights certain recent watershed events in corporate governance such as (i) adoption of the majority voting standard for director elections; (ii) enhanced disclosure regarding executive compensation as required by new SEC rules; and (iii) evolving research on the economic impact of companies’ environmental and social practices.

This Policy Statement is intended to inform our clients and participants, portfolio companies, regulators, advocacy groups and other institutional investors about our governance policies. It serves as a basis for dialogue with boards of directors and senior managers. The Policy Statement is posted on our website (www.tiaa-cref.org).

II. Shareholder Rights


1.	Each Director Should Represent All Shareholders. Shareholders should have the right to expect that each director is acting in the interest of all shareholders and not that of a particular constituent, special interest group or dominant shareholder.

2.	One Share, One Vote. Shareholders should have the right to vote in proportion to their economic stake in the company. Each share of common stock should have one vote. The board should not create multiple classes of common stock with disparate or “super” voting rights, nor should it give itself the discretion to cap voting rights that reduce the proportional representation of larger shareholdings.

3.	Financial Equality. All shareholders should receive fair and equal financial treatment. We support measures designed to avoid preferential treatment of any shareholder.

4.	Confidential Voting. Shareholders should be able to cast proxy votes in a confidential manner. Tabulation should be conducted by an Inspector of Election who is independent of management. In a contest for control, it may be appropriate to modify confidentiality provisions in order to ensure the accuracy and fairness of the voting results.

5.	Vote Requirements. Shareholders should have the right to approve matters submitted for their consideration with a majority of the votes cast. The board should not impose super-majority vote requirements, except in unusual cases where necessary to protect the interests of minority shareholders. Abstentions should not be included in the vote tabulation, except for purposes of determining whether a quorum is present. Shareholder votes cast “for” or “against” a proposal should be the only votes counted.

	The board should not combine or “bundle” disparate issues and present them for a single vote. Shareholders should have the right to vote on each separate and distinct issue.

6.	Authorization and Issuance of Stock. Shareholders should have the right to approve the authorization of shares of common stock and the issuance of shares for corporate purposes in order to ensure that such actions serve a valid purpose and are consistent with shareholder interests.

7.	Antitakeover Provisions. Shareholders should have the right to approve any provisions that alter fundamental shareholder rights and powers. This includes poison pills and other antitakeover devices. We strongly oppose antitakeover plans that contain “continuing director” or “deferred redemption” provisions limiting the discretion of a future board to redeem the plan. We believe that antitakeover measures should be limited by reasonable expiration periods.

8.	State of Incorporation. Many states have adopted statutes that protect companies from takeovers, in some cases through laws that interfere with or dilute directors’ accountability to shareholders. We will not support proposals to reincorporate to a new domicile if we believe the primary objective is to take advantage of laws or judicial interpretations that provide antitakeover protection or otherwise reduce shareholder rights.

9.	Board Communication. Shareholders should have the ability to communicate with the board of directors. In accordance with SEC rules, companies should adopt and disclose procedures for shareholders to communicate their views and concerns directly to board members.

B-34 | Statement of Additional Information TIAA-CREF Institutional Mutual Funds


Appendix A \| TIAA-CREF Policy Statement on Corporate Governance	continued


10.	Ratification of Auditors. Shareholders should have the right to vote annually on the ratification of auditors.

III. Director Elections — Majority Voting

As a matter of principle, TIAA-CREF endorses the majority vote standard in director elections, including the right to vote for, against or abstain on director candidates. We believe that the lack of majority voting reduces board accountability and causes shareholder activism to be confrontational and adversarial.

Developed markets outside the United States routinely mandate majority voting along with the right to vote against directors and to convene special meetings.

The TIAA and CREF boards have adopted the following policy on director elections:

TIAA-CREF Policy on Director Elections


1.	Directors should be elected by a majority rather than a plurality of votes cast.*

2.	In the election of directors, shareholders should have the right to vote “for,” “against,” or “abstain.”

3.	In any election where there are more candidates on the proxy than seats to be filled, directors should be elected by a plurality of votes cast.*

4.	To be elected, a candidate should receive more votes “for” than “against” or “withhold,” regardless of whether a company requires a majority or plurality vote.

5.	Any incumbent candidate in an uncontested election who fails to receive a majority of votes cast should be required to tender an irrevocable letter of resignation to the board. The board should decide promptly whether to accept the resignation or to seat the incumbent candidate and should disclose the reasons for its decision.

6.	The requirement for a majority vote in director elections should be set forth in the company’s charter or bylaws, subject to amendment by a majority vote of shareholders.

7.	Where a company seeks to opt out of the majority vote standard, approval by a majority vote of shareholders should be required.

	*	Votes cast should include “withholds.” Votes cast should not include “abstains,” except that “abstains” should be counted as present for quorum.

IV. The Board of Directors

V. Board Structure and Processes

A. Board Membership


1.	Director Independence. The board should be composed of a substantial majority of independent directors. Director independence is a principle long advocated by TIAA-CREF that is now widely accepted as the keystone of good corporate governance.

	The definition of independence should not be limited to stock exchange listing standards. At a minimum, we believe that to be independent a director and his or her immediate family members should have no present or recent employment with the company, nor any substantial connection of a personal or financial nature other than ownership of equity in the company. Independence requirements should be interpreted broadly to ensure there is no conflict of interest, in fact or in appearance, that might compromise a director’s objectivity and loyalty to shareholders.

	An independent director should not provide services to the company or be affiliated with an organization that provides goods or services to the company if a disinterested observer would consider the relationship “substantial.” Director independence may sometimes be influenced by factors not subject to disclosure. Personal or business relationships, even without a financial component, can compromise independence. Boards should periodically evaluate the independence of each director based on all relevant information and should disclose their findings to shareholders.

2.	Director Qualifications. The board should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. The board should reflect a diversity of background and

TIAA-CREF Institutional Mutual Funds Statement of Additional Information | B-35


Appendix A \| TIAA-CREF Policy Statement on Corporate Governance	continued


	experience. As required by SEC rules for service on the audit committee, at least one director should qualify as a financial expert. All directors should be prepared to devote substantial time and effort to board duties, taking into account their other professional responsibilities and board memberships.

3.	Director Election. TIAA-CREF believes that directors should be elected annually by a majority of votes cast, as discussed in Section III. The requirement for annual election and a majority vote in director elections should be set forth in the company’s charter or bylaws.

4.	Discretionary Broker Voting. TIAA-CREF supports the proposal by the New York Stock Exchange to amend NYSE Rule 452, thereby eliminating the practice of brokers voting “street name” shares for directors in the absence of instructions from their customers.

5.	Director Nomination and Access. As required by SEC regulations, boards should establish and disclose the process by which shareholders can submit nominations. TIAA-CREF believes that shareholders should have the right to submit resolutions asking companies to establish procedures and conditions for shareholders to place their director nominees on the company’s proxy and ballot.

6.	Director Stock Ownership. Directors should have a direct, personal and meaningful investment in the common stock of the company. We believe that stock ownership helps align board members’ interests with those of shareholders. The definition of a meaningful investment will vary depending on directors’ individual circumstances. Director compensation programs should include shares of stock or restricted stock. TIAA-CREF discourages stock options as a form of director compensation, as they are less effectively aligned with the long-term interests of shareholders.

7.	Director Education. Companies should encourage directors to attend education programs offered by the company as well as those offered externally. Directors should also receive training to increase their knowledge and understanding of the company’s businesses and operations. They should enroll in education programs to improve their professional competence and understanding of their responsibilities.

8.	Disclosure of Monetary Arrangements. Any monetary arrangements between the company and directors outside normal board activities should be approved by the board and disclosed to shareholders. Such monetary arrangements are generally discouraged, as they may compromise a director’s independence.

9.	Other Board Commitments. To ensure that directors are able to devote the necessary time and energy to fulfill their board responsibilities, companies should establish policies limiting the number of public company boards that directors may serve on. As recommended by listing rules, companies should disclose whether any audit committee member serves on the audit committees of three or more public companies.

B. Board Responsibilities


1.	Monitoring and Oversight. In fulfilling its duty to monitor the management of the corporate enterprise, the board should:

	(i) be a model of integrity and inspire a culture of responsible behavior and high ethical standards; (ii) ensure that corporate resources are used only for appropriate business purposes; (iii) mandate strong internal controls, avoid conflicts of interest, promote fiscal accountability and ensure compliance with applicable laws and regulations; (iv) implement procedures to ensure that the board is promptly informed of any violations of corporate standards; (v) through the Audit Committee, engage directly in the selection and oversight of the corporation’s external audit firm; and (vi) develop, disclose and enforce a clear and meaningful set of corporate governance principles.

2.	Strategic Business Planning. The board should participate with management in the development of the company’s strategic business plan and should engage in a comprehensive review of strategy with management at least annually. The board should monitor the company’s performance and strategic direction, while holding management responsible for implementing the strategic plan.

3.	CEO Selection, Evaluation and Succession Planning. One of the board’s most important responsibilities is the selection, development and evaluation of executive leadership. Strong, stable leadership with proper values is critical to the success of the corporate enterprise. The board, with the active involvement of its compensation committee, should continuously monitor and evaluate the CEO and senior executives, and should establish a succession plan to develop executive talent and ensure continuity of leadership.

	The CEO evaluation process should be continuous and should be based on clearly defined corporate strategic goals as well as personal performance goals. Financial and nonfinancial metrics used to evaluate executive performance should be disclosed. Both the nominating and compensation committees, as discussed below, should participate in CEO evaluation and succession planning.

	The succession plan should identify high potential executives within the company and should provide them with a clear career development path. Effective succession planning should seek to develop senior managers capable of replacing the CEO whenever the need for change might occur.

4.	Equity Policy. The board should develop an equity policy that determines the proportion of the company’s stock to be made available for compensation and other purposes. The equity policy should be disclosed to shareholders in the Compensation Discussion and Analysis (CD&A). The policy should establish clear limits on the number of shares to be used for options and other forms of equity grants. The policy should set forth the goals of equity compensation and their links to performance.

C. Board Operation and Organization


1.	Annual Elections. All directors should stand for election annually. A classified board structure, particularly in combination with takeover defenses such as a “poison pill” shareholder rights plan, can be a significant impediment to changes in control.

B-36 | Statement of Additional Information TIAA-CREF Institutional Mutual Funds


Appendix A \| TIAA-CREF Policy Statement on Corporate Governance	continued


	Moreover, a classified board structure can limit a board’s ability to remove an underperforming director.

2.	Board Size. The board should be large enough to provide expertise and diversity and allow key committees to be staffed with independent directors, but small enough to encourage collegial deliberation with the active participation of all members.

3.	Executive Sessions. The full board and each board committee should hold regular executive sessions at which no member of management is present. Executive sessions foster a culture of independence and provide opportunities for directors to engage in open discussion of issues that might be inhibited by the presence of management. Executive sessions can be used to evaluate CEO performance, discuss executive compensation and deal with internal board matters.

4.	Board Evaluation. The board should conduct an annual evaluation of its performance and that of its key committees. Evaluation criteria linked to board and committee responsibilities and goals should be set forth in the charter and governance policies. In addition to providing director orientation and education, the board should consider other ways to strengthen director performance, including individual director evaluations.

5.	Director Retirement Policy. Although TIAA-CREF does not support arbitrary limits on the length of director service, we believe boards should establish a formal director retirement policy. A director retirement policy can contribute to board stability, vitality and renewal.

6.	Indemnification and Liability. Directors should be fully accountable and should not be indemnified for fraud, gross negligence or failure to fulfill their duties of care and loyalty. Exclusive of such extreme conduct, it is appropriate for companies to indemnify directors for liability and legal expenses that arise in connection with their board service. Role of the Chairman. In the past, TIAA-CREF has not expressed a preference as to whether the positions of CEO and chairman should be separate or whether a lead or presiding director should be designated. However, in recent years public confidence in board independence has been undermined by an array of scandals, fraud, accounting restatements, options backdating, abuses in CEO compensation, perquisites and special privileges. These issues have highlighted the need for boards to be (and to be perceived as) fully independent, cost conscious, free of conflicts, protective of shareholder interests and capable of objectivity, toughness and independence in their oversight of executive management.

	For these reasons we recognize that separation of CEO and chair or appointment of a lead director may be appropriate in certain cases. Accordingly, although we do not have a strict policy, we will generally support appointment of a lead director in cases where the roles of CEO and board chair are not separate.

	Committee Structure. Under existing regulations, boards are required to establish three standing committees — an audit committee, a compensation committee and a nominating/governance committee — all composed exclusively of independent directors. The credibility of the board will depend in large part on the vigorous demonstration of independence by these standing committees.

	Boards should also establish additional committees as needed to fulfill their duties. These may include executive, corporate governance, finance, technology, investment, customers and product, operations and human resources committees.

	Each board committee should adopt and disclose to shareholders a charter that clearly sets forth its responsibilities.

	Each committee should have the power to hire independent experts and advisors.

	Each committee should report to the full board on the issues and decisions for which it is responsible.

	Whenever a company is the subject of a shareholder engagement initiative or resolution, the appropriate committee should review the matter and the proposed management response.


	•	Compensation Committee

The Compensation Committee should be substantively involved in the following activities:


	•	Establishing goals and evaluating the performance of the CEO and executive management against those goals;

	•	Determining the compensation of the CEO and executive management and recommending it to the board for approval;

	•	Reviewing and approving the company’s compensation policies;

	•	Ensuring that a strong executive team is in place;

	•	Working closely with the Corporate Governance/Nominating Committee to ensure continuity of leadership and effective succession planning;

	•	Ensuring the consistency of pay practices at all levels throughout the company;

	•	Establishing clear compensation metrics and practical incentives that will motivate superior executive performance while avoiding waste and excess, particularly in deferred compensation and perquisites; and

TIAA-CREF Institutional Mutual Funds Statement of Additional Information | B-37


Appendix A \| TIAA-CREF Policy Statement on Corporate Governance	continued


	•	Ensuring that the company’s compensation disclosures meet SEC requirements and explain clearly to investors how pay and performance are linked.


	•	Audit Committee

The Audit Committee should:


	•	Ensure that the auditor’s independence is not compromised by any conflicts;

	•	Establish limits on the type and amount of nonaudit services that the audit firm may provide to the company;

	•	Require periodic submission of the audit contract to competitive bids; and

	•	Limit the company’s hiring of employees from the audit firm consistent with legal requirements and be promptly informed when such hiring occurs.

The Audit Committee should also develop policies and establish the means to monitor the company’s compliance with ethical, legal and regulatory requirements.

The Audit Committee should establish procedures for employees to communicate directly and confidentially with its members.


	•	Corporate Governance/Nominating Committee

The committee’s duties include:


	•	Development of the company’s corporate governance principles and committee charters;

	•	Oversight of director selection, qualifications, training, compensation and continuing education;

	•	Evaluation of director nominees;

	•	Determination of board and committee size, structure, composition and leadership;

	•	Periodic evaluation of board and committee effectiveness and director independence;

	•	Establishment of procedures for communication with shareholders;

	•	Working with the Compensation Committee to establish succession planning; and

	•	Disclosure of these matters to shareholders.

VI. Executive Compensation

Executive compensation should be based on the following principles:

1.	Compensation plans should encourage employees to increase productivity, meet competitive challenges and achieve performance goals that will lead to the creation of long-term shareholder value.

2.	Compensation should be objectively linked to appropriate measures of company performance, such as earnings, return on capital or other relevant financial or operational

B-38 | Statement of Additional Information TIAA-CREF Institutional Mutual Funds


Appendix A \| TIAA-CREF Policy Statement on Corporate Governance	continued


	parameters that are affected by the decisions of the executives being compensated.

3.	Compensation should include cash, equity and long-term incentives as appropriate to meet the company’s competitive and business goals.

4.	Compensation plans should be based on a performance measurement cycle that is consistent with the business cycle of the corporation.

5.	Compensation levels and incentives should be based on each executive’s responsibilities and achievements as well as overall corporate performance.

6.	In addition to being performance based, executive compensation should be reasonable by prevailing industry standards, appropriate to the company’s size and complexity, and fair relative to pay practices throughout the company.

7.	While Compensation Committees should consider comparative industry pay data, it should be used with caution.

8.	Surveys that call for use of stock options inconsistent with the board’s equity policy or clearly in excess of levels that can be justified to shareholders should be disregarded.

9.	Compensation Committees should work only with consultants that are independent of management.

10.	Consistent with SEC requirements, the CD&A should provide shareholders with a plain English narrative analysis of the data that appear in the compensation tables. The CD&A should explain the compensation program in sufficient detail to enable a reasonable investor to calculate the total cost and value of executive compensation, to understand its particular elements, metrics and links to performance, and to evaluate the board’s and executive management’s underlying compensation philosophy, rationale and goals.

11.	Companies should disclose and explain the reasons for any differences in the peer group of companies used for strategic and business purposes and the peer group used for compensation decisions.

12.	Compensation plans and policies should specify conditions for the recovery (clawback) of incentive or equity awards based upon reported results that have been subsequently restated and that have resulted in unjust enrichment of named executive officers.

A. Equity-Based Compensation

Oversight of Equity-Based Plans

Composition of Equity-Based Plans

In general, equity-based compensation should be based upon the following principles:


1.	The use of equity in compensation programs should be determined by the board’s equity policy. Dilution of shareholder equity should be carefully considered and managed, not an unintended consequence.

2.	As required by exchange listing standards, all plans that provide for the distribution of stock or stock options should be submitted to shareholders for approval.

3.	Equity-based plans should take a balanced approach to the use of restricted stock and option grants. Restricted stock, which aligns the interests of executives with shareholders, permits the value to the recipient and the cost to the corporation to be determined easily and tracked continuously.

4.	Equity-based plans should be judicious in the use of stock options. When used inappropriately, option grants can provide incentives for management to focus on the company’s short-term stock price rather than long-term performance.

5.	When stock options are awarded, a company should consider: (i) performance-based options which set performance hurdles to achieve vesting; (ii) premium options with vesting dependent on a predetermined level of stock appreciation; or (iii) indexed options with a strike price tied to an index.

6.	Equity-based plans should specifically prohibit “mega grants,” defined as grants to executives of stock options whose value at the time of the grant exceeds a reasonable multiple of the recipient’s total cash compensation.

7.	Equity-based plans should establish minimum vesting requirements and avoid accelerated vesting.

8.	Companies should support requirements for stock obtained through exercise of options to be held by executives for substantial periods of time, apart from partial sales permitted to meet tax liabilities caused by such exercise. Companies should establish holding periods commensurate with pay level and seniority.

9.	Companies should require and specify minimum executive stock ownership requirements for directors and company executives.

10.	Backdating of option grants should be prohibited. Issuance of stock or stock options timed to take advantage of nonpublic information with short-term implications for the stock price should also be prohibited.

11.	Consistent with SEC guidelines, companies should fully disclose the size of equity grants, their estimated value to recipients and their current and projected cost to the company. Performance goals and hurdle rates should be transparent. Disclosure should include plan provisions that could have a material impact on the number and value of the shares distributed.

12.	Disclosure should include information about the extent to which individual managers have hedged or otherwise reduced their exposure to changes in the company’s stock price.

TIAA-CREF Institutional Mutual Funds Statement of Additional Information | B-39


Appendix A \| TIAA-CREF Policy Statement on Corporate Governance	continued

B. Perquisites

When awarding perquisites to senior executives, the board should be guided by the same principles of reasonableness, fairness, equity and transparency that govern other components of compensation plans. Perquisites can be overly complex, with potential for unintended and excessive value transfer to management and unanticipated costs and public relations problems for the company. Perquisites may be needed for purposes of executive security or efficiency, which should be disclosed. In principle, however, boards should minimize perquisites and give priority to other forms of compensation.

C. Supplemental Executive Retirement Plans


1.	The eligibility requirements and terms of SERPs to named executive officers should be fully disclosed.

2.	The value of the supplemental payment to which each named executive officer is entitled and the total cost of all supplemental plan obligations should be estimated and disclosed.

3.	“Constructive credit” may be used to replicate full service credit, but should not exceed it.

4.	Lump-sum distributions of SERPs may be appropriate in some circumstances. The discount rate used to calculate the lump-sum value of the pension entitlement should approximate the reinvestment rate available at retirement and should be disclosed.

D. Executive Contracts

VII. TIAA-CREF Corporate Governance Program

A. Engagement Policy and Practices


	•	submit shareholder resolutions

	•	withhold or vote against one or more directors

	•	request other investors to support our initiative

	•	engage in public dialogue and commentary

	•	conduct a proxy solicitation

	•	engage in collective action with other investors

	•	support an election contest or change of control transaction

	•	seek regulatory or legislative relief

	•	commence or support litigation

	•	pursue other enforcement or compliance remedies

B. Proxy Voting

B-40 | Statement of Additional Information TIAA-CREF Institutional Mutual Funds


Appendix A \| TIAA-CREF Policy Statement on Corporate Governance	continued

advisory firms, seeks input from our Asset Management Group and, where appropriate, confers directly with trustees. Annual disclosure of our proxy votes is available on our website and on the website of the Securities and Exchange Commission.

C. Influencing Public Policy and Regulation


1.	TIAA-CREF periodically publishes its policies on corporate governance, shareholder rights, social responsibility and related issues. These policies inform portfolio companies and provide the basis for our engagement activities.

2.	TIAA-CREF participates in the public debate over issues of corporate governance and responsible corporate behavior in domestic and international markets.

3.	TIAA-CREF participates in membership organizations and professional associations that seek to promote good corporate governance and protect shareholder rights.

4.	TIAA-CREF sponsors research, hosts conferences and works with regulators, legislators, self-regulatory organizations, and other institutional investors to educate the business community and the investing public about governance and shareholder rights.

5.	TIAA-CREF submits written comments on regulatory proposals and testifies before various governmental bodies, administrative agencies and self-regulatory organizations.

6.	TIAA-CREF participates in corporate governance conferences and symposia in the United States and abroad.

D. Divestment

VIII. International Governance


	•	Listed companies dominated by controlling shareholders often blend characteristics of private and public companies, giving management and insiders too much power and shareholders too little.

	•	Foreign governments retain ownership in many local listed companies and exercise special powers that interfere with capital market efficiency.

	•	Shareholder rights are not fully developed in many countries, increasing investment risk.

	•	Legal and regulatory systems are still underdeveloped and means of enforcement can often be lacking.

	•	Basic governance standards of board accountability and independence, full and timely disclosure and financial transparency are in many cases still only aspirational.

	•	Operational inefficiencies such as share blocking and clustering of shareholder meetings impede investor communications and proxy voting.

	•	Ambivalence about shareholder activism, control contests and takeover bids undermines management accountability and market vitality.

In addition to maintaining a leadership role as an advocate for shareholder rights and good governance globally, TIAA-CREF is committed to voting our shares in international companies. Our

TIAA-CREF Institutional Mutual Funds Statement of Additional Information | B-41


Appendix A \| TIAA-CREF Policy Statement on Corporate Governance	continued

trustees regularly update our international proxy voting policies and guidelines as new developments occur in the various markets. Our Proxy Voting Group is familiar with voting procedures in every country where we invest. We promote reforms needed to eliminate cross-border voting inefficiencies and to improve the mechanics of proxy voting globally.

We believe that basic corporate disclosure and proxy voting standards applicable to all public companies around the world should include the following:


	•	The one-share, one-vote principle should apply to all publicly traded companies to ensure that shareholders’ voting power is aligned with their economic interest.

	•	Voting caps and super voting rights should be eliminated.

	•	Companies should treat all shareholders equally, equitably and fairly to ensure that minority and foreign shareholders are protected and that government-controlled securities are not given special rights.

	•	Companies should distribute disclosure documents in a timely fashion, preferably no less than 28 days before shareholder meetings so that international investors can make informed voting decisions and have sufficient time to vote their shares.

	•	Annual meeting agendas and disclosure documents should be published in English whenever a company has substantial international ownership.

	•	Companies should work to achieve transparency through disclosure and accounting practices that are acceptable under international governance and accounting standards.

	•	Companies should provide information on director qualifications, independence, affiliations, related party transactions, executive compensation, conflicts of interest and other relevant governance information.

	•	Shareholders should be able to vote their shares without impediments such as share blocking, beneficial owner registration, voting by show of hands or other unreasonable requirements.

	•	Shareholders should have the right to vote on separate and distinct issues; companies should not bundle disparate proposals.

	•	Voting results should be disclosed promptly after shareholder meetings and procedures should be available to audit and verify the outcome.

	•	Shareholders should receive confirmation that their votes have been received and tabulated.

	•	In addition, preemptive rights may have distinct value to shareholders in jurisdictions outside of the United States. For domestic companies, TIAA-CREF does not object to the elimination of preemptive rights, which can impede a company’s ability to raise capital efficiently.

IX. Environmental and Social Issues

While our policies are not intended to be prescriptive, we believe that companies and boards should pay careful attention to the following issues in the course of their strategic planning:


	•	Environment: the short-term and long-term impact of the company’s operations and products on the local and global environment.

	•	Human Rights: the company’s labor and human rights policies and practices and their applicability through the supply and distribution chains.

	•	Diversity: the company’s efforts to promote equal employment opportunities and fair treatment for all segments of the populations it serves.

	•	Product Responsibility: the company’s attention to the safety and potential impact of its products and services.

	•	Society: the company’s diligence in reviewing all its activities to ensure they do not negatively affect the common good of the communities in which it operates.

Our guidelines for voting on some of the more common environmental and social resolutions are set forth in the Voting Guidelines included in Appendix A.

X. Securities Lending Policy

Even after we lend the securities of a portfolio company, we continue to monitor whether income from lending fees is of

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Appendix A \| TIAA-CREF Policy Statement on Corporate Governance	continued

greater value than the voting rights that have passed to the borrower. Using the factors set forth in our policy, we conduct an analysis of the relative value of lending fees versus voting rights in any given situation. We will recall shares when we believe the exercise of voting rights may be necessary to maximize the long-term value of our investments despite the loss of lending fee revenue.

APPENDIX A: PROXY VOTING GUIDELINES

TIAA-CREF Proxy Voting Guidelines

Where appropriate, we will accompany our vote with a letter of explanation.

Guidelines for Board-Related Issues

Policy Governing Votes on Directors:

TIAA-CREF will consider withholding or voting against some or all directors in the following circumstances:


	•	When TIAA-CREF trustees conclude that the actions of directors are unlawful, unethical, negligent, or do not meet fiduciary standards of care and loyalty, or are otherwise not in the best interest of shareholders. Such actions would include: issuance of backdated or spring loaded options, excessively dilutive equity grants, egregious compensation practices, unequal treatment of shareholders, adoption of inappropriate antitakeover devices, unjustified dismissal of auditors.

	•	When directors have failed to disclose, resolve or eliminate conflicts of interest that affect their decisions.

	•	When less than a majority of the company’s directors are independent, by TIAA-CREF standards of independence.

Majority Vote for the Election of Directors:

Proxy Access Proposals:

Reimbursement of Expenses for Dissident Shareholder Nominees:

Annual Election of Directors:

General Policy: TIAA-CREF will generally support shareholder resolutions asking that each member of the board stand for reelection annually.

Cumulative Voting:

Guidelines for Other Governance Issues

Separation of Chairman and Chief Executive Officer:

Ratification of Auditor:

TIAA-CREF Institutional Mutual Funds Statement of Additional Information | B-43


Appendix A \| TIAA-CREF Policy Statement on Corporate Governance	continued

Supermajority Vote Requirements:

General Policy: TIAA-CREF will generally support shareholder resolutions asking for the elimination of supermajority vote requirements.

Dual-Class Common Stock and Unequal Voting Rights:

General Policy: TIAA-CREF will generally support shareholder resolutions asking for the elimination of dual classes of common stock with unequal voting rights or special privileges.

Antitakeover Devices (Poison Pills):

General Policy: TIAA-CREF will consider on a case-by-case basis proposals relating to the adoption or rescision of antitakeover devices with attention to the following criteria:


	•	Whether the company has demonstrated a need for antitakeover protection;

	•	Whether the provisions of the device are in line with generally accepted governance principles;

	•	Whether the company has submitted the device for shareholder approval;

	•	Whether the proposal arises in the context of a takeover bid or contest for control.

TIAA-CREF will generally support shareholder resolutions asking to rescind or put to a shareholder vote antitakeover devices that were adopted without shareholder approval.

Reincorporation:

Guidelines for Compensation Issues

Equity-Based Compensation Plans:

Red Flags:


	•	Excessive Equity Grants: TIAA-CREF will examine a company’s past grants to determine the rate at which shares are being issued. We will also seek to ensure that equity is being offered to more than just the top executives at the company. A pattern of excessive grants can indicate failure by the board to properly monitor executive compensation and its costs.

	•	Lack of Minimum Vesting Requirements: TIAA-CREF believes that companies should establish minimum vesting guidelines for senior executives who receive stock grants. Vesting requirements help influence executives to focus on maximizing the company’s long-term performance rather than managing for short-term gain.

	•	Undisclosed or Inadequate Performance Metrics: TIAA-CREF believes that performance goals for equity grants should be disclosed meaningfully. Performance hurdles should not be too easily attainable. Disclosure of these metrics should enable shareholders to assess whether the equity plan will drive long-term value creation.

	•	Insufficient Executive Stock Ownership: TIAA-CREF supports equity ownership requirements for senior executives and directors. Whether or not equity is a significant portion of compensation, sufficient stock ownership should be required to align executives’ and board members’ interests with those of shareholders.

	•	Reload Options: TIAA-CREF will generally not support “reload” options that are automatically replaced at market price following exercise of initial grants. Reload options can lead to excessive dilution and overgenerous benefits and allow recipients to lock in increases in stock price that occur over the duration of the option plan with no attendant risk.

	•	Mega Grants: TIAA-CREF will generally not support mega grants. A company’s history of such excessive grant practices may prompt TIAA-CREF to vote against the stock plans and the directors who approve them. Mega grants include equity grants that are excessive in relation to other forms of compensation or to the compensation of other employees and grants that transfer disproportionate value to senior executives without relation to their performance.

	•	Undisclosed or Inappropriate Option Pricing: TIAA-CREF will generally not support plans that fail to specify exercise prices or that establish exercise prices below fair market value on the date of grant.

	•	Repricing Options: TIAA-CREF will generally not support plans that authorize repricing. However, we will consider on a case-by-case basis management proposals seeking shareholder approval to reprice options. We are more likely to vote in favor of repricing in cases where the company excludes named executive officers and board members and ties the repricing to a significant reduction in the number of options.

	•	Excess Discretion: TIAA-CREF will generally not support plans where significant terms of awards — such as coverage, option price, or type of awards — are unspecified, or where the board has too much discretion to override minimum vesting and/or performance requirements.

	•	Evergreen Features: TIAA-CREF will generally not support option plans that contain evergreen features which reserve a specified percentage of outstanding shares for award each year and lack a termination date. Evergreen features can undermine control of stock issuance and lead to excessive dilution.

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Appendix A \| TIAA-CREF Policy Statement on Corporate Governance	concluded

Performance-Based Equity Compensation:

General Policy: TIAA-CREF will generally support shareholder resolutions seeking alignment between executive compensation and performance.

Advisory Vote on Compensation Disclosure:

General Policy: TIAA-CREF will generally support shareholder resolutions seeking an advisory vote on companies’ compensation disclosure.

Limits on Executive Compensation:

General Policy: TIAA-CREF will generally vote against shareholder resolutions seeking to impose limits on executive pay by use of arbitrary ratios or pay caps.

Clawback Policies:

General Policy: TIAA-CREF will vote on a case-by-case basis with respect to shareholder resolutions seeking the establishment of clawback policies.

Golden Parachutes:

General Policy: TIAA-CREF will generally support shareholder resolutions seeking shareholder approval of “golden parachute” severance agreements that exceed IRS guidelines.

Supplemental Executive Retirement Plans:

General Policy: TIAA-CREF will vote on a case-by-case basis with respect to shareholder resolutions seeking to establish limits on the benefits granted to executives in SERPs.

Guidelines for Environmental and Social Issues

Environment

Global Warming and Climate Change:

Use of Natural Resources:

Comment: These considerations should be a part of the strategic deliberations of boards and managers and the company should disclose the results of such deliberations.

Impact on Community:

Human Rights

Human Rights Code of Conduct and Global Labor Standards:

Community

Corporate Response to Global Health Risks:

Comment: Global health considerations should be factored into the strategic deliberations of boards and managers, and companies should disclose the results of such deliberations.

Corporate Political Influence:

Corporate Philanthropy:

Comment: We believe that boards should disclose their corporate charitable contributions to avoid any actual or perceived conflicts of interest.

TIAA-CREF Institutional Mutual Funds Statement of Additional Information | B-45


Appendix A \| TIAA-CREF Policy Statement on Corporate Governance	continued

Diversity

General Policies:


	•	TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s nondiscrimination policies and practices, or seeking to implement such policies, including equal employment opportunity standards.

	•	TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce diversity.

	•	TIAA-CREF will generally vote against special purpose or discriminatory resolutions, such as those recommending that sexual orientation not be covered under equal employment opportunity policies.

Comment: Promoting diversity and maintaining inclusive workplace standards can help companies attract and retain a talented and diverse workforce and compete more effectively.

Product Responsibility

Tobacco

General Policies:


	•	TIAA-CREF will generally support reasonable shareholder resolutions seeking disclosure or reports relating to risks associated with tobacco use and efforts by a company to reduce youth exposure to tobacco products.

	•	TIAA-CREF will generally not support resolutions seeking to alter the investment policies of financial institutions or to require divestment of tobacco company stocks.

Comment: Effectively addressing these concerns can help companies protect their reputation and reduce legal liability risk.

B-46 | Statement of Additional Information TIAA-CREF Institutional Mutual Funds

(TIAA CREF LOGO)

730 Third Avenue
New York, NY 10017-3206


	Printed on recycled paper

A11533
11/07

OTHER INFORMATION


Item 23.		Exhibits

(a)	(1)	Declaration of Trust, dated as of April 15, 1999.^1/

	(2)	Declaration of Trust, dated as of April 15, 1999, as amended to add the TIAA-CREF Lifecycle Funds (the “Lifecycle Funds”).^6/

	(3)	Form of Amendment dated December 7, 2005 to the Declaration of Trust dated April 15, 1999.^9/

	(4)	Form of Amendment dated February 14, 2006 to the Declaration of Trust dated April 15, 1999.^9/

	(5)	Amendment dated August 7, 2006 to the Declaration of Trust.^10/

	(6)	Amendment dated October 2, 2006 to the Declaration of Trust.^10/

	(7)	Amendment dated July 17, 2007 to the Declaration of Trust*

(b)	Registrant has adopted no bylaws.

(c)	The relevant portions of Registrant’s Declaration of Trust are incorporated herein by reference to Exhibit (a) above.

(d)	(1)	Investment Management Agreement by and between Registrant and Teachers Advisors, Inc. (“Advisors”), dated as of June 1, 1999.^2/

	(2)	Amendment to the Investment Management Agreement by and between Registrant and Advisors, dated as of September 3, 2002.^4/

	(3)	Form of Expense Reimbursement Agreement by and between the Registrant and Advisors, dated as of February 1, 2004.^5/

	(4)	Amendment to Investment Management Agreement by and between Registrant and Advisors, dated as of October 1, 2004, for the Lifecycle Funds.^6/

	(5)	Form of Expense Reimbursement Agreement by and between the Registrant and Advisors, dated as of February 1, 2005.^7/

	(6)	Form of Investment Management Agreement by and between the Registrant and Advisors, effective February 1, 2006.^8/

	(7)	Form of Expense Reimbursement Agreement by and between the Registrant and Advisors, regarding the Growth Equity Fund dated as of February 1, 2006.^8/


	(8)	Form of Expense Reimbursement Agreement between Registrant and Advisors effective February 1, 2006.^8/

	(9)	Form of Fee Waiver for Growth & Income Fund and Lifecycle Funds effective February 1, 2006.^8/

	(10)	Form of Amendment dated March 31, 2006 to the Investment Management Agreement by and between the Registrant and Advisors dated as of February 1, 2006. ^9/

	(11)	Form of Amendment dated March 31, 2006 to the Expense Reimbursement Agreement by and between the Registrant and Advisors dated as of February 1, 2006.^9/

	(12)	Form of Amendment dated March 31, 2006 to the Fee Waiver Agreement for Certain TIAA-CREF Institutional Mutual Funds.^9/

	(13)	Form of Amendment dated May 16, 2006 to the February 1, 2006 Expense Reimbursement Agreement regarding the Growth Equity Fund.^10/

	(14)	Form of Amendment dated May 16, 2006 to the February 1, 2006 Expense Reimbursement Agreement.^10/

	(15)	Form of Amendment dated May 16, 2006 to the February 1, 2006 Fee Waiver for Growth & Income Fund and Lifecycle Funds.^10/

	(16)	Form of Amendment dated December 1, 2006 to the February 1, 2006 Fee Waiver Agreement for Certain TIAA-CREF Institutional Mutual Funds.^10/

	(17)	Form of Amendment dated December 1, 2006 to the February 1, 2006 Expense Reimbursement Agreement regarding the Growth Equity Fund.^10/

	(18)	Form of Amendment dated December 1, 2006 to the February 1, 2006 Expense Reimbursement Agreement.^10/

	(19)	Form of Amendment dated December 6, 2006 to the February 1, 2006 Expense Reimbursement Agreement regarding the Retirement Class of the Lifecycle Funds.^10/

	(20)	Form of Amendment dated January 17, 2007 to the Expense Reimbursement Agreement dated February 1, 2006.^10/

	(21)	Form of Amendment dated November 30, 2007 to the Investment Management Agreement between Registrant and Advisors dated February 1, 2006.*

	(22)	Form of Amendment dated November 30, 2007 to the February 1, 2006 Fee Waiver.*


	(23)	Form of Amendment dated November 30, 2007 to the Expense Reimbursement Agreement by and between the Registrant and Advisors dated as of February 1, 2007.*

(e)	(1)	Distribution Agreement by and between Registrant and Teachers Personal Investors Services, Inc. (“TPIS”), dated as of June 1, 1999.^2/

	(2)	Selling Agreement by and between TPIS and TIAA-CREF Individual & Institutional Services, Inc. (“Services”), dated as of June 1, 1999.^3/

	(3)	Amendment to Distribution Agreement by and between Registrant and TPIS, dated as of September 3, 2002.^4/

	(4)	Amendment to Distribution Agreement by and between Registrant and TPIS, dated as of October 1, 2004, for the Lifecycle Funds.^6/

	(5)	Amendment to Distribution Agreement by and between Registrant and TPIS, dated as of October 19, 2004.^7/

(f)	(1)	TIAA and CREF Non-Employee Trustee and Member, and TIAA-CREF Mutual Funds and TIAA-CREF Institutional Mutual Funds Non-Employee Trustee, Long-Term Compensation Plan, as of January 1, 1998, as amended. ^5/

	(2)	TIAA and CREF Non-Employee Trustee and Member, and TIAA-CREF Mutual Funds and TIAA-CREF Institutional Mutual Funds Non-Employee Trustee, Deferred Compensation Plan, as of June 1, 1998, as amended. ^5/

(g)	(1)	Custodian Agreement by and between Registrant and State Street Bank and Trust Company (“State Street”), dated as of June 11, 1999.^3/

	(2)	Custodian Agreement by and between Registrant and JPMorgan Chase Bank (“JPMorgan”), dated as of July 1, 2002.^4/

	(3)	Amendment to the Custodian Agreement by and between Registrant and JPMorgan, dated August 26, 2002.^4/

	(4)	Master Custodian Agreement by and between Registrant and State Street Bank and Trust Company dated November 20, 2007.*

(h)	(1)	Administration Agreement by and between Registrant and State Street, dated as of July 1, 1999.^3/

	(2)	Transfer Agency Agreement by and between Registrant and Boston Financial Data Services, Inc. (“BFDS”), dated as of July 1, 1999.^3/

	(3)	Transfer Agency and Service Agreement by and between Registrant and BFDS, dated as of July 1, 2002.^4/


	(4)	Service Agreement by and between Registrant and Advisors, dated as of May 22, 2002, as amended February 19, 2003⁵^/, October 1, 2004, for the Lifecycle Funds^6/and October 19, 2004.^7/

	(5)	Form of Retirement Class Service Agreement by and between Registrant and Advisors dated as of February 1, 2006.^8/

	(6)	Form of Amendment dated March 31, 2006 to the Retirement Class Service Agreement by and between Registrant and Advisors with respect to Funds that offer Retirement Class Shares dated as of February 1, 2006. ^9/

	(7)	Form of Transfer Agency Agreement by and between Registrant and BFDS, dated September 1, 2004.^12/

	(8)	Form of Amendment dated November 30, 2007 to the Retirement Class Service Agreement by and between Registrant and Advisors with respect to Funds that offer Retirement Class Shares dated as of February 1, 2006.*

	(9)	Investment Accounting Agreement by and between Registrant and State Street Bank and Trust Company dated November 20, 2007.^*

(i)	Opinion and Consent of George W. Madison, Esq.*

(j)	(1)	Consent of Dechert LLP.*

(k)	Not applicable.

(l)	(1)	Seed Money Agreement by and between Registrant and Teachers Insurance and Annuity Association of America (“TIAA”), dated as of June 1, 1999.^3/

	(2)	Seed Money Agreement by and between Registrant and TIAA, dated as of August 1, 2002.^4/

	(3)	Seed Money Agreement by and between Registrant and TIAA, dated as of October 1, 2004, for the Lifecycle Funds.^6/

	(4)	Seed Money Agreement by and between Registrant and TIAA, dated as of March 31, 2006, for the Large Cap Growth Fund, High-Yield Fund II, Bond Plus Fund II, Short-Term Bond Fund II, Tax-Exempt Bond Fund II, Managed Allocation Fund II, International Equity Fund, Growth & Income Fund, Equity Index Fund, Social Choice Equity Fund, Bond Fund, Inflation-Linked Bond Fund, and Money Market Fund.^9/

	(5)	Form of Seed Money Agreement by and between Registrant and TIAA, dated as of January 17, 2007 for the Institutional Class of the Lifecycle Funds. ^10/


	(6)	Form of Seed Money Agreement by and between Registrant and TIAA, dated November 30, 2007 for the Lifecycle 2045, Lifecycle 2050 and Lifecycle Retirement Income Funds and the Enhanced Large-Cap Growth Index, Enhanced Large-Cap Value Index and Enhanced International Equity Index Funds.*

(m)	(1)	Distribution Plan for the Lifecycle Funds of Registrant adopted pursuant to Rule 12b-1 of the Investment Company Act of 1940 (the “1940 Act”), dated October 1, 2004.^6/

	(2)	Distribution Plan for Retail Class Shares of Registrant, adopted pursuant to Rule 12b-1 of the Investment Company Act of 1940 (the “1940 Act”), dated as of February 1, 2006.^8/

	(3)	Suspension of Distribution Plan Reimbursement Agreement by and between Registrant and TPIS dated effective February 1, 2006.^8/

	(4)	Form of Amendment dated March 31, 2006 to the Distribution Plan for the Retail Shares of Registrant adopted pursuant to Rule 12-1 of the 1940 Act, dated February 1, 2006.^9/

	(5)	Form of Amendment dated March 31, 2006 to the Suspension of Distribution Plan Reimbursement Agreement by and between the Funds and TPIS effective February 1, 2006.^9/

	(6)	Form of Amendment dated May 16, 2006 to the Suspension of Distribution Plan Reimbursement Agreement by and between the Funds and TPIS effective February 1, 2006.^10/

	(7)	Form of Amendment dated December 1, 2006 to the Suspension of Distribution Plan Reimbursement Agreement by and between the Funds and TPIS effective February 1, 2006.^11/

	(8)	Form of Amendment dated November 30, 2007 to the Distribution Plan for the Retail Shares of Registrant adopted pursuant to Rule 12-1 of the 1940 Act, dated October 1, 2004.*

	(9)	Form of Distribution Plan for Lifecycle Retail Class Shares of Registrant adopted pursuant to Rule 12b-1 of the 1940 Act, dated November 30, 2007.*

	(10)	Form of Amendment dated November 30, 2007 to the Suspension of Distribution Plan Reimbursement Agreement by and between the Funds and TPIS effective February 1, 2006.*

(n)	(1)	Multiple Class Plan of Registrant adopted pursuant to Rule 18f-3 of the 1940 Act.^4/


	(2)	Form of Amended and Restated Multiple Class Plan effective February 14, 2006.^9/

	(3)	Form of Multiple Class Plan adopted pursuant to Rule 18f-3 of the 1940 Act with respect to the Lifecycle Funds effective January 17, 2007.^10/

	(4)	Form of Amended and Restated Multiple Class Plan for the Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds dated as of November 30, 2007.*

	(5)	Form of Amendment to Amended and Restated Multiple Class (18f-3) Plan of the TIAA-CREF Institutional Mutual Funds dated as of November 30, 2007.*


(p)	Policy Statement on Personal Trading (For Non-Restricted Areas).^6/


^1/	Incorporated herein by reference to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on April 20, 1999.

^2/	Incorporated herein by reference to Pre-Effective Amendment No. 1 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on June 11, 1999.

^3/	Incorporated herein by reference to Pre-Effective Amendment No. 2 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on June 24, 1999.

^4/	Incorporated herein by reference to Post-Effective Amendment No. 5 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 27, 2002.

^5/	Incorporated herein by reference to Post-Effective Amendment No. 7 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on January 30, 2004.

^6/	Incorporated herein by reference to Post-Effective Amendment No. 11 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 30, 2004.

^7/	Incorporated herein by reference to Post-Effective Amendment No. 13 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on January 31, 2005.

^8/	Incorporated herein by reference to Post-Effective Amendment No. 16 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on February 1, 2006.

^9/	Incorporated herein by reference to Post-Effective Amendment No. 19 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on March 31, 2006.

^10/	Incorporated herein by reference to Post-Effective Amendment No. 20 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on January 17, 2007.

^11/	Incorporated herein by reference to Post-Effective Amendment No. 22 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on February 23, 2007.

^12/	Incorporated herein by reference to Post-Effective Amendment No. 24 to the initial registration statement on Form N-1A (File No. 333-76651) as filed with the Commission on September 30, 2007.

* Filed herewith.


Item 24.	Persons Controlled by or Under Common Control with the Fund

The Registrant disclaims any assertion that its investment adviser, Teachers Advisors, Inc. (“Teachers Advisors”), or the parent company or any affiliate of Teachers Advisors directly or indirectly controls the Registrant or is under common control with the Registrant. Additionally, the Board of Trustees of the Registrant is the same as the board of other TIAA-CREF Funds, each of which has Teachers Advisors, Inc. or an affiliate as its investment adviser. In addition, the Registrant and the other TIAA-CREF Funds have some officers in common. Nonetheless, the Registrant takes the position that it is not under common control with the other TIAA-CREF Funds because the power residing in the Funds’ respective boards

and officers arises as the result of an official position with the respective investment companies.


Item 25.	Indemnification

As a Delaware statutory trust, Registrant’s operations are governed by its Declaration of Trust dated as of April 15, 1999 (the “Declaration”). Generally, Delaware statutory trust shareholders are not personally liable for obligations of the Delaware statutory trust under Delaware law. The Delaware Statutory Trust Act (the “DSTA”) provides that a shareholder of a trust shall be entitled to the same limitation of liability extended to shareholders of private for-profit Delaware corporations. Registrant’s Declaration expressly provides that it has been organized under the DSTA and that the Declaration is to be governed by Delaware law. It is nevertheless possible that a Delaware statutory trust, such as Registrant, might become a party to an action in another state whose courts refuse to apply Delaware law, in which case Registrant’s shareholders could be subject to personal liability.

To protect Registrant’s shareholders against the risk of personal liability, the Declaration (i) contains an express disclaimer of shareholder liability for acts or obligations of Registrant and provides that notice of such disclaimer may be given in each agreement, obligation and instrument entered into or executed by Registrant or its trustees; (ii) provides for the indemnification out of Registrant’s property of any shareholders held personally liable for any obligations of Registrant or any series of Registrant; and (iii) provides that Registrant shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of Registrant and satisfy any judgment thereon. Thus, the risk of a shareholder incurring financial loss beyond his or her investment because of shareholder liability is limited to circumstances in which all of the following factors are present: (i) a court refuses to apply Delaware law; (ii) the liability arose under tort law or, if not, no contractual limitation of liability was in effect; and (iii) Registrant itself would be unable to meet its obligations. In the light of Delaware law, the nature of Registrant’s business and the nature of its assets, the risk of personal liability to a shareholder is remote.

The Declaration further provides that Registrant shall indemnify each of its trustees and officers against liabilities and expenses reasonably incurred by them, in connection with, or arising out of, any action, suit or proceeding, threatened against or otherwise involving such trustee or officer, directly or indirectly, by reason of being or having been a trustee or officer of Registrant. The Declaration does not authorize Registrant to indemnify any trustee or officer against any liability to which he or she would otherwise be subject by reason of or for willful misfeasance, bad faith, gross negligence or reckless disregard of such person’s duties.

Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Securities Act”) may be permitted to trustees, officers and controlling persons, or otherwise, Registrant has been advised that in the opinion of the Commission such indemnification may be against public policy as expressed in the Securities Act and may be, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a trustee, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such

indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


Item 26.	Business and Other Connections of the Investment Adviser

Advisors also provides investment management services to TIAA-CREF Life Funds, TIAA Separate Account VA-1 and certain unregistered pools. The directors of Advisors are Scott C. Evans, Erwin W. Martens, Georganne Proctor, Brian Bohaty, Jamie DePeau and Nancy Heller, who are also Managers of TIAA-CREF Investment Management, LLC, which is a wholly owned subsidiary of TIAA and an investment adviser and which is also located at 730 Third Avenue, New York, NY 10017-3206.


Item 27.	Principal Underwriters

TPIS acts as the principal underwriter for the Registrant. TPIS also acts as the principal underwriter for TIAA Separate Account VA-1 and TIAA-CREF Life Funds, as well as for certain separate accounts of TIAA-CREF Life Insurance Company that offer variable products. The officers of TPIS and their positions and offices with TPIS and the Registrant are listed in Schedule A of Form BD, as currently on file with the Commission (File No. 8-47051), the text of which is hereby incorporated by reference.


Item 28.	Location of Accounts and Records

All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules promulgated thereunder will be maintained at the Registrant’s home office, 730 Third Avenue, New York, NY 10017-3206, at other offices of the Registrant located at 750 Third Avenue and 485 Lexington Avenue, both in New York, NY 10017-3206, and at the offices of the Registrant’s custodian, State Street Bank and Trust Company, 1776 Heritage Drive, Quincy, MA 02171. In addition, certain duplicated records are maintained at Pierce Leahy Archives, 64 Leone Lane, Chester, NY 10918 and CitiStorage, 5 North 11^th Street, Brooklyn, NY 11211.


Item 29.	Management Services

Not Applicable.


Item 30.	Undertakings

Not Applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, TIAA-CREF Institutional Mutual Funds certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York, and State of New York on the 30th day of November, 2007.


	TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

	By:	/s/ Scott C. Evans

	Name:	Scott C. Evans
	Title:	President and Principal Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.


Signature	Title	Date


/s/ Scott C. Evans	President and Principal Executive Officer	November 30, 2007
	(Principal Executive Officer)
Scott C. Evans

/s/ Phillip G. Goff	Principal Financial Officer,	November 30, 2007
	Principal Accounting Officer and Treasurer
Phillip G. Goff	(Principal Financial and Accounting Officer)


SIGNATURE OF TRUSTEE	DATE	SIGNATURE OF TRUSTEE	DATE


*		*

Forrest Berkley	November 30, 2007	Nancy L. Jacobs	November 30, 2007

*		*

Nancy Eckl	November 30, 2007	Bridget A. Macaskill	November 30, 2007

*		*

Eugene Flood, Jr.	November 30, 2007	James M. Poterba	November 30, 2007

*		*

Michael A. Forrester	November 30, 2007	Maceo K. Sloan	November 30, 2007

*		*

Howell E. Jackson	November 30, 2007	Laura T. Starks	November 30, 2007

/s/ Stewart P. Greene

Stewart P. Greene as attorney-in-fact	November 30, 2007

* Signed by Stewart P. Greene pursuant to powers of attorney filed herewith for Nancy Eckl and Michael A. Forester and powers of attorney previously filed with the SEC on January 17, 2007.

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that Nancy Eckl, a member of the Board of Trustees of the investment companies listed on Exhibit A (collectively the “Companies”), whose signature appears below, constitutes and appoints George Madison, Marjorie Pierre-Merritt and Stewart P. Greene, and each of them individually, as her true and lawful attorneys-in-fact to take any and all action and execute any and all instruments which said attorneys-in-fact may deem necessary or advisable to enable the Companies to comply with the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and the Securities Exchange Act of 1934, as amended, and any rules, regulations, orders or other requirements of the United States Securities and Exchange Commission (“SEC”) thereunder, including specifically, but without limitation of the foregoing, power and authority to sign her name to the Registration Statements indicated on Exhibit A with respect to the continual issuance of redeemable shares of each Company, any amendments or supplements (including, but not limited to, Post-Effective Amendments adding additional series or classes) to said Registration Statements; and any instruments or documents filed or to be filed as a part of or in connection with such Registration Statements.

I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.


Date: Sept. 18^th, 2007		/s/ Nancy Eckl

		Nancy Eckl

State of North Carolina	)
	)ss.
County of Mecklenburg	)

SUBSCRIBED AND SWORN to before me this 18th day of September, by Nancy Eckl, who I have identified to be the person who signs herein.


	/s/ Arnetta A. Thrower

	NOTARY PUBLIC

My Commission Expires:

EXHIBIT A

College Retirement Equities Fund – Registration Statement Form N-3

TIAA-CREF Institutional Mutual Funds – Registration Statement on Form N-1A

TIAA-CREF Life Funds – Registration Statement on Form N-1A

TIAA Separate Account VA-1 – Registration Statement on Form N-3

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that Michael A. Forrester, a member of the Board of Trustees of the investment companies listed on Exhibit A (collectively the “Companies”), whose signature appears below, constitutes and appoints George Madison, Marjorie Pierre-Merritt and Stewart P. Greene, and each of them individually, as his true and lawful attorneys-in-fact to take any and all action and execute any and all instruments which said attorneys-in-fact may deem necessary or advisable to enable the Companies to comply with the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and the Securities Exchange Act of 1934, as amended, and any rules, regulations, orders or other requirements of the United States Securities and Exchange Commission (“SEC”) thereunder, including specifically, but without limitation of the foregoing, power and authority to sign his name to the Registration Statements indicated on Exhibit A with respect to the continual issuance of redeemable shares of each Company, any amendments or supplements (including, but not limited to, Post-Effective Amendments adding additional series or classes) to said Registration Statements; and any instruments or documents filed or to be filed as a part of or in connection with such Registration Statements.

I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof.


Date: Sept. 18, 2007		/s/ Michael A. Forrester

		Michael A. Forrester

State of North Carolina	)
	)ss.
County of Mecklenburg	)

SUBSCRIBED AND SWORN to before me this 18th day of September, by Michael A. Forrester, who I have identified to be the person who signs herein.


	/s/ Arnetta A. Thrower

	NOTARY PUBLIC

My Commission Expires:

EXHIBIT A

College Retirement Equities Fund – Registration Statement Form N-3

TIAA-CREF Institutional Mutual Funds – Registration Statement on Form N-1A

TIAA-CREF Life Funds – Registration Statement on Form N-1A

TIAA Separate Account VA-1 – Registration Statement on Form N-3

EXHIBIT INDEX


(a)	(7)	Amendment dated July 17, 2007 to the Declaration of Trust

(d)	(21)	Form of Amendment dated November 30, 2007 to the Investment Management Agreement between Registrant and Advisors dated February 1, 2006.

	(22)	Form of Amendment dated November 30, 2007 to the February 1, 2006 Fee Waiver.

	(23)	Form of Amendment dated November 30, 2007 to the Expense Reimbursement Agreement by and between the Registrant and Advisors dated as of February 1, 2006.

(g)	(4)	Master Custodian Agreement by and between Registrant and State Street Bank and Trust Company dated November 20, 2007.

(h)	(8)	Form of Amendment dated November 30, 2007 to the Retirement Class Service Agreement by and between Registrant and Advisors with respect to Funds that offer Retirement Class Shares dated as of February 1, 2006.

	(9)	Investment Accounting Agreement by and between Registrant and State Street Bank and Trust Company dated November 20, 2007.

(i)	Opinion and Consent of George W. Madison, Esq.

(j)	(1)	Consent of Dechert LLP.

(l)	(6)	Form of Seed Money Agreement by and between Registrant and TIAA, dated November 30, 2007 for the Lifecycle 2045, Lifecycle 2050 and Lifecycle Retirement Income Funds and the Enhanced Large-Cap Growth Index, Enhanced Large-Cap Value Index and Enhanced International Equity Index Funds.

(m)	(8)	Form of Amendment dated November 30, 2007 to the Distribution Plan for the Retail Shares of Registrant adopted pursuant to Rule 12-1 of the 1940 Act, dated October 1, 2004.

	(9)	Form of Distribution Plan for Lifecycle Retail Class Shares of Registrant adopted pursuant to Rule 12b-1 of the 1940 Act, dated November 30, 2007.

	(10)	Form of Amendment dated November 30, 2007 to the Suspension of Distribution Plan Reimbursement Agreement by and between the Funds and TPIS effective February 1, 2006.

(n)	(4)	Form of Amended and Restated Multiple Class Plan for the Lifecycle Funds of the TIAA-CREF Institutional Mutual Funds dated as of November 30, 2007.


(n)	(5)	Form of Amendment to Amended and Restated Multiple Class (18f-3) Plan of the TIAA-CREF Institutional Mutual Funds dated as of November 30, 2007.

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M'Q\?'Q\?'Q\?_\``$0@`#P`/`P$1``(1`0,1`?_$`%L``0$!```````````` M``````4$!@$!`0````````````````````$0``("`@("`@,```````````(# M`00%!A('$1,`(4$R%!$!`````````````````````/_:``P#`0`"$0,1`#\` MTN6RP]M=NTL5@LZZIA=4-R\]BRCU19'D:G&EBS8#P9QA4\N,C$\A\_?B*.U3 M%U^O=FS/5^Q[#:L5]V4U."JKADA7"T+$@;;38'PXX@5CZO,R';ZFYV- @G\$I]4[TZ14M?R>]UYC9&M*A,8?ZP/@<")27ZQ\#_]D_ ` end EX-99.(A)(7) 14 c50184_ex99-a7.htm
Exhibit 99.(a)(7)

TRUSTEE AUTHORIZATION TO ESTABLISH
ADDITIONAL SERIES OF SHARES
OF THE TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

          In accordance with Section 4.9.2 of the Declaration of Trust of the TIAA-CREF Institutional Mutual Funds (the “Trust”), dated April 15, 1999, as amended, the undersigned Trustees of the Trust hereby establish the following six additional separate and distinct series of shares of the Trust:

Lifecycle 2045 Fund

Lifecycle 2050 Fund

Lifecycle Retirement Income Fund

Enhanced Large-Cap Value Index Fund

Enhanced Large-Cap Growth Index Fund

Enhanced International Equity Index Fund

          Furthermore, the Lifecycle 2045 Fund and the Lifecycle 2050 Fund shall be divided into the following two share classes: Institutional Class and Retirement Class. The Lifecycle Retirement Income Fund shall be divided into the following three share classes: Institutional Class, Retirement Class and Retail Class. The other three new series shall be composed of one share class: Institutional Class.

          IN WITNESS WHEREOF, the Trustees of the Trust have executed this instrument the 17th day of July, 2007.

/s/Forrest Berkley

/s/Bridget A. Macaskill

Forrest Berkley

Bridget A. Macaskill

/s/Eugene Flood, Jr.

/s/James M. Poterba

Eugene Flood, Jr.

James M. Poterba

/s/Howell E. Jackson

/s/Maceo K. Sloan

Howell E. Jackson

Maceo K. Sloan

/s/Nancy L. Jacob

/s/Laura T. Starks

Nancy L. Jacob

Laura T. Starks

EX-99.(D)(21) 15 c50184_ex99-d21.htm
Exhibit 99.(d)(21)

FORM OF AMENDMENT TO THE INVESTMENT MANAGEMENT AGREEMENT
FOR THE TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

          AMENDMENT, dated November 30, 2007, to the Investment Management Agreement dated February 1, 2006 (the “Agreement”), as amended, by and between TIAA-CREF Institutional Mutual Funds (the “Trust”) and Teachers Advisors, Inc. (“Advisors”).

          WHEREAS, the Trust has established six additional series (the “Funds”) for which Trust would like Advisors to serve as investment manager pursuant to the terms of the Agreement between the Trust and Advisors, whereby Advisors provides investment management services to series of the Trust for a fee;

          NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the Trust and Advisors hereby agree to amend the Agreement as follows:

1.

As of the effective date of this Amendment, the following Funds shall be subject to the terms and provisions of the Agreement:

Enhanced Large-Cap Growth Index Fund

Enhanced Large-Cap Value Index Fund

Enhanced International Equity Index Fund

Lifecycle 2045 Fund

Lifecycle 2050 Fund

Lifecycle Retirement Income Fund

2.

The following shall be added to Appendix A of the Agreement:

Enhanced Large-Cap Growth Index Fund
Enhanced Large-Cap Value Index Fund

Assets Under Management (Billions)

Fee Rate (average daily net assets)

All Assets

0.35%

Enhanced International Equity Index Fund

Assets Under Management (Billions)

Fee Rate (average daily net assets)

All Assets

0.45%

Lifecycle 2045 Fund
Lifecycle 2050 Fund
Lifecycle Retirement Income Fund

Assets Under Management (Billions)

Fee Rate (average daily net assets)

All Assets

0.10%

          IN WITNESS WHEREOF, the Trust and Advisors have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers on the day and year first written above.

TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

By:

Title:

TEACHERS ADVISORS, INC.

By:

Title:

EX-99.(D)(22) 16 c50184_ex99-d22.htm
Exhibit 99.(d)(22)

FORM OF FOURTH AMENDMENT TO THE FEE WAIVER AGREEMENT
FOR CERTAIN TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

          AMENDMENT, dated November 30, 2007, to the Fee Waiver Agreement dated February 1, 2006 (the “Agreement”), as subsequently amended, by and between TIAA-CREF Institutional Mutual Funds (the “Trust”) and Teachers Advisors, Inc. (“Advisors”).

          WHEREAS, the Trust is an open-end diversified management investment company with numerous investment portfolios (collectively, the “Funds”);

          WHEREAS, Advisors and the Trust have entered into an Investment Management Agreement dated February 1, 2006 (the “Investment Management Agreement”), as amended, and into the subsequent Agreement to temporarily lessen the impact of the fees levied on the Funds in the Investment Management Agreement; and

          WHEREAS, the Trust will begin offering shares of six new Funds and desires to temporarily reduce the contractual investment management fee rate on three of these new series;

          NOW, THEREFORE, the parties do hereby agree as follows:

1.

Advisors hereby agrees to waive all of its fees under the Investment Management Agreement for the following Funds through April 30, 2009:

Lifecycle 2045 Fund

Lifecycle 2050 Fund

Lifecycle Retirement Income Fund

          IN WITNESS WHEREOF, the Trust and Advisors have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers on the day and year first written above.

TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

By:

Title:

TEACHERS ADVISORS, INC.

By:

Title:

EX-99.(D)(23) 17 c50184_ex99-d23.htm
Exhibit 99.(d)(23)

FORM OF SIXTH AMENDMENT TO THE EXPENSE REIMBURSEMENT AGREEMENT
FOR THE TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

          AMENDMENT, dated November 30, 2007, to the Expense Reimbursement Agreement dated February 1, 2006 (the “Agreement”), as amended, by and between TIAA-CREF Institutional Mutual Funds (the “Trust”) and Teachers Advisors, Inc. (“Advisors”).

          WHEREAS, the Trust has established six additional series (collectively, the “Funds”) that are each subject to the Investment Management Agreement dated February 1, 2006, as amended, between the Trust and Advisors, whereby Advisors provides investment management services to the Funds for a fee; and

          WHEREAS, with respect to Retirement, Retail, and Institutional Class shares, the parties hereto wish to lessen the impact of the ordinary operating expenses of the Funds other than the investment management fees paid by the Funds pursuant to the Investment Management Agreement (collectively, the “Other Expenses”) and with respect to Retail Class shares, the parties hereto wish to lessen the impact of these Other Expenses as well as fees to be paid pursuant to a Rule 12b-1 plan of distribution for the Funds;

          NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the Trust and Advisors hereby agree to amend the Agreement as follows:

1.

The Agreement shall be amended by adding the following to the existing Exhibit B table:

Institutional Class

Retirement Class

Enhanced Large-Cap Growth Index Fund

0.05%

  N/A

Enhanced Large-Cap Value Index Fund

0.05%

  N/A

Enhanced International Equity Index Fund

0.10%

  N/A

Lifecycle 2045 Fund

0.00%

      0.25%

Lifecycle 2050 Fund

0.00%

      0.25%

Lifecycle Retirement Income Fund

0.00%

      0.25%

2.

The Agreement shall be amended by adding the following to the existing Exhibit C table:

Retail Class

Lifecycle Retirement Income Fund

0.00%

IN WITNESS WHEREOF, the Trust and Advisors have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers on the day and year first written above.

TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

By:

Title:

TEACHERS ADVISORS, INC.

By:

Title:

EX-99.(G)(4) 18 c50184_ex99-g4.htm
Exhibit 99.(g)(4)

Master Custodian Agreement

          This Master Custodian Agreement (the “Agreement”) is made effective as of the 20th day of November, 2007 by and between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under the laws of the Commonwealth of Massachusetts (the “Custodian”) and each open-end registered management investment company identified on Appendix A attached hereto, as such appendix may be amended from time to time, that has executed this Agreement or a counterpart thereof (each such management investment company and each management investment company made subject to this Agreement in accordance with Section 18.5 below shall hereinafter be referred to as the “Fund”).

          Although the parties have executed this Agreement in the form of a Master Custodian Agreement for administrative convenience, as provided in Section 18.7.1, this Agreement shall create a separate Custodian Agreement for each Fund, as though Custodian had executed a separate form of Custodian Agreement with each Fund. No rights, responsibilities or liabilities of any Fund shall be attributed to any other Fund.

RECITALS:

          WHEREAS, the Fund is an open-end management investment company registered with the United States Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the “1940 Act”);

          WHEREAS, the Fund issues shares in separate series or accounts, with each such series or account representing interests in a separate portfolio of securities and other assets, as identified on Appendix A hereto with respect to the Fund (each separate series or account of the Fund shall hereinafter be referred to a “Portfolio” and collectively as the “Portfolios”);

          WHEREAS, the Fund desires to appoint Custodian, on behalf of each of its Portfolios, to serve as custodian on behalf of the Portfolio in accordance with the provisions of the 1940 Act, under the terms and conditions set forth herein; and

          WHEREAS, Custodian is willing to accept such appointment on the terms and conditions hereinafter set forth;

          NOW, THEREFORE, for and in consideration of the mutual promises contained herein, the parties hereto, intending to be legally bound, mutually covenant and agree as follows:

SECTION 1.

APPOINTMENT AND EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT

The Fund hereby appoints and employs the Custodian to serve as a custodian of assets of its Portfolios, including securities which the Fund, on behalf of the applicable Portfolio, desires to be held in places within the United States (“domestic securities”) and securities it desires to be held outside the United States (“foreign securities”). The Fund, on behalf of its Portfolio(s), agrees to deliver to the Custodian all securities and cash of the Portfolios owned by the Fund,

and all payments of income, payments of principal or capital distributions received by it with respect to all securities owned by the Portfolios from time to time, and the cash consideration received by it for such new or treasury shares of beneficial interest of the Fund representing interests in the Portfolios (“Shares”) as may be issued or sold from time to time. The Custodian shall not be responsible for any property of a Portfolio which is not received by it or which is delivered out in accordance with Proper Instructions (as such term is defined in Section 7 hereof) including, without limitation, Portfolio property (i) held by brokers, private bankers or other entities on behalf of the Portfolio (each a “Local Agent”), (ii) held by Special Sub-Custodians (as such term is defined in Section 5A hereof), (iii) held by entities which have advanced monies to or on behalf of the Portfolio and which have received Portfolio property as security for such advance(s) (each a “Pledgee”), or (iv) delivered or otherwise removed from the custody of the Custodian (a) in connection with any Free Trade (as such term is defined in Sections 2.2(14) and 2.6(7) hereof) or (b) pursuant to Special Instructions (as such term is defined in Section 7 hereof). With respect to uncertificated shares (the “Underlying Shares”) of investment companies that are registered under the 1940 Act (hereinafter sometimes referred to as the “Underlying Portfolios”), the holding of confirmation statements that identify the shares as being recorded in the Custodian’s name on behalf of the Portfolios will be deemed custody for purposes hereof.

Upon receipt of Proper Instructions (as such term is defined in Section 7 hereof), the Custodian shall on behalf of the applicable Portfolio(s) from time to time employ one or more sub-custodians located in the United States, but only as duly authorized by the Board of Trustees of the Fund (the “Board”) on behalf of the applicable Portfolio(s), and provided that the Custodian shall have no more or less responsibility or liability to any Fund on account of any actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian. The Custodian may place and maintain the Fund’s foreign securities with foreign banking institution sub-custodians employed by the Custodian and/or foreign securities depositories, all as designated in Schedule A and Schedule B attached hereto, but only in accordance with the applicable provisions of Sections 3 and 4 hereof.

SECTION 2.

DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS TO BE HELD IN THE UNITED STATES

          SECTION 2.1 HOLDING SECURITIES. The Custodian shall hold and physically segregate for the account of each Portfolio all non-cash property, to be held by it in the United States, including all domestic securities owned by such Portfolio other than (a) securities which are maintained pursuant to Section 2.9 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury (each, a “U.S. Securities System”) and (b) Underlying Shares owned by the Fund which are maintained pursuant to Section 2.11 hereof in an account with the transfer agent for the Underlying Portfolios and with respect to which the Custodian is provided with Proper Instructions (the “Underlying Transfer Agent”).

          SECTION 2.2 DELIVERY OF SECURITIES. The Custodian shall release and deliver domestic securities owned by a Portfolio held by the Custodian, in a U.S. Securities System account of the Custodian or in an account at the Underlying Transfer Agent, only upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

1)

Upon sale of such securities for the account of the Portfolio in accordance with customary or established market practices and procedures, including, without limitation, delivery to the purchaser thereof or to a dealer therefor (or an agent of such purchaser or dealer) against expectation of receiving later payment;

2)

Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Portfolio;

3)

In the case of a sale effected through a U.S. Securities System, in accordance with the provisions of Section 2.9 hereof;

4)

To the depository agent in connection with tender or other similar offers for securities of the Portfolio;

5)

To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian;

6)

To the issuer thereof, or its agent, for transfer into the name of the Portfolio or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.8 or into the name or nominee name of any sub-custodian appointed pursuant to Section 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian;

7)

Upon the sale of such securities for the account of the Portfolio, to the broker or its clearing agent, against a receipt, for examination in accordance with “street delivery” custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities, except as may arise from the Custodian’s own negligence, bad faith, or willful misconduct;

8)

For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;

9)

In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;

10)

For delivery in connection with any loans of securities made by the Fund on behalf of a Portfolio, but only against receipt of collateral as agreed upon from time to time by the Fund on behalf of the Portfolio, except that in connection with any loans for which collateral is to be credited to the Custodian’s account

in the book-entry system authorized by the U.S. Department of the Treasury, the Custodian will not be held liable or responsible under this Agreement for the delivery of securities owned by the Portfolio prior to the receipt of such collateral, except as may arise from the Custodian’s own negligence, bad faith, or willful misconduct;

11)

For delivery in connection with any loans of securities made by the Fund on behalf of a Portfolio to a third party lending agent, or the lending agent’s custodian, in accordance with written Proper Instructions (which may not provide for the receipt by the Custodian of collateral therefor) agreed upon from time to time by the Custodian and the Fund on behalf of the Portfolio;

12)

For delivery as security in connection with any borrowing by the Fund on behalf of a Portfolio requiring a pledge of assets by the Fund on behalf of such Portfolio, but only against receipt of amounts borrowed;

13)

For delivery in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”), and a member of The National Association of Securities Dealers, Inc. (the “NASD”), relating to compliance with the rules of The Options Clearing Corporation, Fixed Income Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund on behalf of the Portfolio;

14)

For delivery in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian, and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission (the “CFTC”) and/or any contract market, or any similar organization or organizations, regarding account deposits in connection with transactions by the Fund on behalf of the Portfolio;

15)

Upon the sale or other delivery of such investments (including, without limitation, to one or more (a) Special Sub-Custodians or (b) additional custodians appointed by the Fund on behalf of the Portfolio, and communicated to the Custodian from time to time via a writing duly executed by an authorized officer of the Fund, for the purpose of engaging in repurchase agreement transactions(s), each a “Repo Custodian”), and prior to receipt of payment therefor, as set forth in written Proper Instructions (such delivery in advance of payment, along with payment in advance of delivery made in accordance with Section 2.6(7), as applicable, shall each be referred to herein as a “Free Trade”), provided that such Proper Instructions shall set forth (a) the securities of the Portfolio to be delivered and (b) the entity or entities to whom delivery of such securities shall be made;

16)

If the Fund permits redemptions “in kind”, upon receipt of instructions from the Fund’s transfer agent (the “Transfer Agent”) for delivery to such Transfer

Agent or to the holders of Shares in connection with distributions in kind, as may be described from time to time in the currently effective prospectus(es) and statement(s) of additional information of the Fund related to the Portfolio (the “Prospectus”), in satisfaction of requests by holders of Shares for repurchase or redemption;

17)

In the case of a sale processed through the Underlying Transfer Agent of Underlying Shares, in accordance with Section 2.11 hereof;

18)

For delivery as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio; and

19)

For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio specifying (a) the securities of the Portfolio to be delivered and (b) the person or persons to whom delivery of such securities shall be made.

          SECTION 2.3 REGISTRATION OF SECURITIES. Domestic securities held by the Custodian (other than bearer securities) shall be registered in the name of the Portfolio or in the name of any nominee of the Fund on behalf of the Portfolio or of any nominee of the Custodian which nominee shall be assigned exclusively to the Portfolio, unless the Fund has authorized in writing the appointment of a nominee to be used in common with other registered management investment companies having the same investment adviser as the Portfolio, or in the name or nominee name of any agent appointed pursuant to Section 2.8 or in the name or nominee name of any sub-custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Agreement shall be in “street name” or other good delivery form. If, however, the Fund directs the Custodian to maintain securities in “street name”, the Custodian shall utilize its best efforts only to timely collect income due the Fund on such securities and to notify the Fund on a best efforts basis only of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers.

          SECTION 2.4 BANK ACCOUNTS. The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of each Portfolio of the Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Portfolio, other than cash maintained by the Portfolio in a bank account established and used in accordance with Rule 17f-3 under the 1940 Act. Monies held by the Custodian for a Portfolio may be deposited by it to its credit as Custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the 1940 Act and that each such bank or trust company and the monies to be deposited with each such bank or trust company shall on behalf of each applicable Portfolio be duly approved by the Board on behalf of each applicable Portfolio. Such monies shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.

          SECTION 2.5 COLLECTION OF INCOME. Except with respect to Portfolio property released and delivered pursuant to Section 2.2(15) or purchased pursuant to Section 2.6(7), and

subject to the provisions of Section 2.3, the Custodian shall collect on a timely basis all income and other payments with respect to registered domestic securities held hereunder to which each Portfolio shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, such securities are held by the Custodian or its agent. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. The Custodian shall credit income to the Portfolio as such income is received or in accordance with Custodian’s then current payable date income schedule. Any credit to the Portfolio in advance of receipt may be reversed when the Custodian reasonably determines that payment will not occur in due course and the Portfolio may be charged at the Custodian’s applicable rate for time credited. Income due to each Portfolio on securities loaned pursuant to the provisions of Section 2.2 (10) and (11) shall be the responsibility of the Fund. The Custodian will have no duty or responsibility in connection therewith, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Portfolio is properly entitled.

          SECTION 2.6 PAYMENT OF FUND MONIES. The Custodian shall pay out monies of a Portfolio as provided in Section 5 and otherwise upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out monies of a Portfolio in the following cases only:

1)

Upon the purchase of domestic securities, options, futures contracts or options on futures contracts for the account of the Portfolio but only (a) in accordance with customary or established market practices and procedures, including, without limitation, delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such securities or evidence of title to such options, futures contracts or options on futures contracts to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the 1940 Act to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of the Portfolio or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a U.S. Securities System, in accordance with the conditions set forth in Section 2.9 hereof; (c) in the case of a purchase of Underlying Shares, in accordance with the conditions set forth in Section 2.11 hereof; (d) in the case of repurchase agreements entered into between the Fund on behalf of a Portfolio and the Custodian, or another bank, or a broker-dealer which is a member of NASD, (i) against delivery of the securities either in certificate form or through an entry crediting the Custodian’s account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the Portfolio of securities owned by the Custodian along with written evidence of the agreement by the Custodian to repurchase such securities from the Portfolio; or (e) for transfer to a time deposit account of the Fund in any bank, whether domestic or foreign; such transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Proper Instructions from the Fund as defined herein;

2)

In connection with conversion, exchange or surrender of securities owned by the Portfolio as set forth in Section 2.2 hereof;

3)

For the redemption or repurchase of Shares issued as set forth in Section 6 hereof;

4)

For the payment of any expense or liability incurred by the Portfolio, including but not limited to the following payments for the account of the Portfolio: interest, taxes, management, accounting, transfer agent and legal fees, and operating expenses of the Fund whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses;

5)

For the payment of any dividends on Shares declared pursuant to the Fund’s agreement or declaration of trust, by-laws and other governing documents, as applicable, and Prospectus (collectively, “Governing Documents”);

6)

For payment of the amount of dividends received in respect of securities sold short;

7)

Upon the purchase of domestic investments including, without limitation, repurchase agreement transactions involving delivery of Portfolio monies to Repo Custodian(s), and prior to receipt of such investments, as set forth in written Proper Instructions (such payment in advance of delivery, along with delivery in advance of payment made in accordance with Section 2.2(15), as applicable, shall each be referred to herein as a “Free Trade”), provided that such Proper Instructions shall also set forth (a) the amount of such payment and (b) the person(s) to whom such payment is made;

8)

For payment as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio; and

9)

For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the Portfolio specifying (a) the amount of such payment and (b) the person or persons to whom such payment is to be made.

          SECTION 2.7 Liability for Payment in Advance of Receipt of Securities Purchased. Except as specifically stated otherwise in this Agreement, in any and every case in which payment for purchase of domestic securities for the account of a Portfolio is made by the Custodian on behalf of the Portfolio in advance of receipt of the securities purchased, in the absence of specific written instructions from the Fund, on behalf of the Portfolio, to so pay in advance, the Custodian shall be absolutely liable to the Fund for such securities to the same extent as if the securities had been received by the Custodian.

          SECTION 2.8 APPOINTMENT OF AGENTS. The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company which is itself qualified under the 1940 Act to act as a custodian, as its agent to carry out such of the provisions of this Section 2 as the Custodian may from time to time direct; provided, however, that the appointment of any agent shall not relieve the Custodian of its responsibilities or

liabilities hereunder. The Underlying Transfer Agent shall not be deemed an agent or sub-custodian of the Custodian for purposes of this Section 2.8 or any other provision of this Agreement.

          SECTION 2.9 DEPOSIT OF FUND ASSETS IN U.S. SECURITIES SYSTEM. The Custodian may deposit and/or maintain securities owned by a Portfolio in a U.S. Securities System in compliance with the conditions of Rule 17f-4 under the 1940 Act, as amended from time to time; provided, however, that the securities so maintained are represented in an account of the Custodian in the U.S. Securities System, which account shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers, and the records of the Custodian with respect to the securities of the Portfolio which are maintained in a U.S. Securities System shall identify by book entry those securities belonging to the Portfolio.

          The Custodian shall provide the Fund with any report obtained by the Custodian on the U.S. Securities System’s accounting system, internal accounting control and procedures for safeguarding securities deposited in the U.S. Securities System.

          At the election of the Fund, it shall be entitled to be subrogated to the rights of the Custodian with respect to any claim against the U.S. Securities System or any other person which the Custodian may have as a consequence of any loss or damage caused by the U.S. Securities System if and to the extent that the Portfolio has not been made whole for any such loss or damage.

          SECTION 2.10 SEGREGATED ACCOUNT. The Custodian shall upon receipt of Proper Instructions on behalf of each applicable Portfolio, establish and maintain a segregated account or accounts for and on behalf of each such Portfolio, into which account or accounts may be transferred cash and/or securities, including securities maintained in an account by the Custodian pursuant to Section 2.9 hereof, (a) in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Exchange Act and a member of the NASD (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the CFTC or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (b) for purposes of segregating cash or government securities in connection with swap arrangements entered into by the Fund on behalf of a Portfolio, options purchased, sold or written by the Fund on behalf of a Portfolio or commodity futures contracts or options thereon purchased or sold by Fund on behalf of the Portfolio, (c) for the purposes of compliance by the Portfolio with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the SEC or interpretative opinion of the staff of the SEC, relating to the maintenance of segregated accounts by registered management investment companies, and (d) for any other purpose in accordance with Proper Instructions from the Fund on behalf of the applicable Portfolio.

          SECTION 2.11 DEPOSIT OF FUND ASSETS WITH THE UNDERLYING TRANSFER AGENT. Underlying Shares beneficially owned by the Fund, on behalf of a Portfolio, shall be deposited and/or maintained in an account or accounts maintained with an Underlying Transfer Agent and the Custodian’s only responsibilities with respect thereto shall be limited to the following:

1)

Underlying Shares owned by a Portfolio shall be maintained in an account or accounts on the books and records of the Underlying Transfer Agent in the name of the Custodian as custodian for the Portfolio.

2)

Upon receipt of a confirmation or statement from an Underlying Transfer Agent that such Underlying Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the Custodian) for the benefit of a Portfolio, the Custodian shall identify by book-entry that such Underlying Shares are being held by it as custodian for the benefit of such Portfolio.

3)

In respect of the purchase of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall pay out monies of such Portfolio as so directed, and record such payment from the account of such Portfolio on the Custodian’s books and records.

4)

In respect of the sale or redemption of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall transfer such Underlying Shares as so directed, record such transfer from the account of such Portfolio on the Custodian’s books and records and, upon the Custodian’s receipt of the proceeds therefor, record such payment for the account of such Portfolio on the Custodian’s books and records.

The Custodian shall not be liable to the Fund for any loss or damage to the Fund or any Portfolio resulting from the maintenance of Underlying Shares with an Underlying Transfer Agent except for losses resulting directly from the negligence, bad faith, or willful misconduct of the Custodian or any of its agents or of any of its or their employee

          SECTION 2.12 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to domestic securities of each Portfolio held by it and in connection with transfers of securities.

          SECTION 2.13 PROXIES. Except with respect to Portfolio property released and delivered pursuant to Section 2.2(15), or purchased pursuant to Section 2.6(7), the Custodian shall, with respect to the domestic securities held hereunder, cause to be promptly executed by the registered holder of such securities, if the securities are registered otherwise than in the name of the Portfolio or a nominee of the Portfolio, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Fund such proxies, all proxy soliciting materials and all notices relating to such securities.

          SECTION 2.14 COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES. Except with respect to Portfolio property released and delivered pursuant to Section 2.2(15), or purchased pursuant to Section 2.6(7) and subject to the provisions of Section 2.3, the Custodian shall transmit promptly to the applicable Fund for each Portfolio all written information (including, without limitation, pendency of calls and maturities of domestic securities and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund on behalf of the Portfolio and the maturity of futures contracts purchased or sold by the

Fund on behalf of the Portfolio) received by the Custodian from issuers of the securities being held for the Portfolio. With respect to tender or exchange offers, the Custodian shall transmit promptly to the applicable Fund all written information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer. The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with domestic securities or other property of the Portfolios at any time held by it unless (i) the Custodian is in actual possession of such domestic securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least two business days prior to the date on which the Custodian is to take action to exercise such right or power. The Custodian shall also transmit promptly to the applicable Fund for each Portfolio all written information received by the Custodian regarding any class action or other litigation in connection with Portfolio securities or other assets issued in the United States and then held, or previously held, during the term of this Agreement by the Custodian for the account of the Fund for such Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms.

          Additionally, upon receipt of Proper Instructions regarding information necessary for proper filing of shareholder proposals with respect to positions in domestic securities or property held by the Custodian at any time during the term of this Agreement, the Custodian shall transmit promptly to the applicable Fund for each Portfolio all information and documentation in Custodian’s possession requested by the Fund. The Fund shall limit such requests to only that information and documentation that is required of shareholders by the SEC for the proper filing of shareholder proposals. For avoidance of doubt, upon and after the effective date of any termination of this Agreement, with respect to the Fund or its Portfolio(s), as may be applicable, the Custodian shall have no responsibility to so transmit any information under this Section 2.14.

          SECTION 2.15. FEDERAL FUNDS. Upon agreement between the Fund on behalf of a Portfolio and the Custodian, the Custodian shall, upon receipt of Proper Instructions from the Fund on behalf of the Portfolio, make federal funds available to the Portfolio as of specified times agreed upon from time to time by the Fund and the Custodian in the amount of checks received in payment for Shares of such Portfolio which are deposited into the Portfolio’s account.

SECTION 3.

PROVISIONS RELATING TO RULES 17F -5 AND 17F -7

          SECTION 3.1. DEFINITIONS. As used throughout this Agreement, the capitalized terms set forth below shall have the indicated meanings:

“Country Risk” means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country’s political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country), prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.

“Eligible Foreign Custodian” has the meaning set forth in section (a)(1) of Rule 17f-5, including a majority-owned direct or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate action of the SEC), or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.

“Eligible Securities Depository” has the meaning set forth in section (b)(1) of Rule 17f-7.

“Foreign Assets” means any of the Fund’s investments on behalf of the Portfolios (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Fund’s transactions in such investments on behalf of the Portfolios.

“Foreign Custody Manager” has the meaning set forth in section (a)(3) of Rule 17f-5.

“Rule 17f-5” means Rule 17f-5 promulgated under the 1940 Act.

“Rule 17f-7” means Rule 17f-7 promulgated under the 1940 Act.

SECTION 3.2. THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.

                    3.2.1 DELEGATION TO THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. The Fund, pursuant to resolution adopted by its Board, hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 3.2 with respect to Foreign Assets of the Portfolios held outside the United States, and the Custodian hereby accepts such delegation as Foreign Custody Manager with respect to the Portfolios.

                    3.2.2 COUNTRIES COVERED. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the countries listed on Schedule A to this Agreement. Such list on Schedule A may be subsequently amended from time to time by the mutual consent and counterpart signature of the Fund and the Foreign Custody Manager without having to amend this Agreement; provided, however, that the consent of the Fund is effective only if the consent is signed by: (1) the Fund’s Treasurer or Principal Financial Officer and (2) either the Chief Investment Officer of the Fund’s investment adviser or an Executive Vice President (or higher level officer) of the Fund and the consent of the Custodian is effective only if the consent is signed by a senior or executive vice president responsible for services to the Funds. The Foreign Custody Manager shall promptly notify the Board of all additions of countries to Schedule A from time to time, including the identity of the Eligible Foreign Custodians and any applicable Eligible Securities Depositories therein.

The Foreign Custody Manager shall also list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Portfolios in the listed countries, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager provided that the Fund promptly receives written notice of any amendments to such list. The Foreign Custody Manager will provide such amended versions of Schedule A in accordance with Section 3.2.5 hereof.

Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by the Fund, on behalf of the applicable Portfolio(s), of the applicable account opening requirements for such country, the Foreign Custody Manager shall be deemed to have been delegated by such Fund’s Board on behalf of such Portfolio(s) responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation. Execution of this Agreement by the Fund shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets, in each country listed on Schedule A. Following the receipt of Proper Instructions directing the Foreign Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of such Portfolio to the Custodian as Foreign Custody Manager for that country shall be deemed to have been withdrawn and the Custodian shall immediately cease to be the Foreign Custody Manager with respect to such Portfolio with respect to that country.

The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon prior written notice to the Fund. Ninety (90) days (or such longer period to which the parties agree in writing) after receipt of any such withdrawal notice by the Fund, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund with respect to the country as to which the Custodian’s acceptance of delegation is withdrawn.

                    3.2.3 SCOPE OF DELEGATED RESPONSIBILITIES

          (a) SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as such schedule is amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1).

          (b) CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS. The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).

          (c) MONITORING. In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the performance of the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected

are no longer appropriate, the Foreign Custody Manager shall notify the Board in accordance with Section 3.2.5 hereunder.

                    3.2.4 GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For purposes of this Section 3.2, the Board, or at the Board’s delegation, the Portfolio’s investment manager or investment adviser, shall be deemed to have considered and determined to accept, on behalf of the Portfolio, such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which the Custodian is serving as Foreign Custody Manager of the Portfolios.

                    3.2.5 REPORTING REQUIREMENTS. The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Foreign Custody Manager shall make written reports notifying the Board of any other material change in the foreign custody arrangements of the Portfolios described in this Section 3.2 promptly after the occurrence of the material change.

                    3.2.6 STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF A PORTFOLIO. In performing the responsibilities delegated to it hereunder, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of foreign assets of management investment companies registered under the 1940 Act would exercise.

                    3.2.7 REPRESENTATIONS WITH RESPECT TO RULE 17 F-5. The Custodian, in its capacity as Foreign Custody Manager, represents and warrants to the Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5 and covenants that it will remain as such during the term of this Agreement. The Fund represents to the Custodian that its Board has determined that it is reasonable for such Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.

                    3.2.8 EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. The Board’s delegation to the Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective thirty (30) days after receipt by the non-terminating party of such notice. The provisions of Section 3.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries.

          SECTION 3.3 ELIGIBLE SECURITIES DEPOSITORIES.

                    3.3.1 ANALYSIS AND MONITORING. The Custodian shall (a) provide the Fund (or its duly-authorized investment manager or investment adviser) on the date hereof (unless previously provided), with a written analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto in accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a continuing basis, and promptly notify the Fund (or its duly-authorized investment manager or investment adviser) of

any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7. Such list on Schedule B may be subsequently amended from time to time in the sole discretion of the Custodian without having to amend this Agreement, provided that the Fund promptly receives written notice of any amendments to such list.

                    3.3.2 STANDARD OF CARE. The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 3.3.1.

SECTION 4.

DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS TO BE HELD OUTSIDE THE UNITED STATES

          SECTION 4.1 DEFINITIONS. As used throughout this Agreement, the capitalized terms set forth below shall have the indicated meanings:

“Foreign Securities System” means an Eligible Securities Depository listed on Schedule B hereto.

“Foreign Sub-Custodian” means a foreign banking institution serving as an Eligible Foreign Custodian in a country listed on Schedule A.

          SECTION 4.2. HOLDING SECURITIES. The Custodian shall identify on its books as belonging to the Portfolios the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers; provided, however, that (i) the records of the Custodian with respect to foreign securities of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii) to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

          SECTION 4.3. FOREIGN SECURITIES SYSTEMS. Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements (i) implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country and (ii) that satisfy the requirements of Rule 17f-7.

SECTION 4.4. TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.

                    4.4.1. DELIVERY OF FOREIGN SECURITIES. The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of the Portfolios held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

(i)

upon the sale of such foreign securities for the Portfolio in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against

expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System;

(ii)

in connection with any repurchase agreement related to foreign securities;

(iii)

to the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios;

(iv)

to the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable;

(v)

to the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;

(vi)

to brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case, the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such foreign securities prior to receiving payment for such foreign securities except as may arise from the Foreign Sub-Custodian’s own negligence or willful misconduct;

(vii)

for exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement;

(viii)

in the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities;

(ix)

for delivery as security in connection with any borrowing by the Fund on behalf of a Portfolio requiring a pledge of assets by the Fund on behalf of such Portfolio;

(x)

in connection with trading in options and futures contracts, including delivery as original margin and variation margin;

(xi)

upon the sale or other delivery of such foreign securities (including, without limitation, to one or more Special Sub-Custodians or Repo Custodians) as a Free Trade, provided that applicable Proper Instructions shall set forth (A) the foreign securities to be delivered and (B) the person or persons to whom delivery shall be made;

(xii)

for delivery in connection with any loans of foreign securities made by the Fund on behalf of a Portfolio, but only against receipt of adequate collateral as

agreed upon from time to time by the Fund, on behalf of the Portfolio, and the Custodian;

(xiii)

for delivery in connection with any loans of foreign securities made by the Portfolio to a third party lending agent, or the lending agent’s custodian, in accordance with written Proper Instructions (which may not provide for the receipt by the Custodian of collateral therefor) agreed upon from time to time by the Custodian and the Fund on behalf of the Portfolio; and

(xiv)

for any other purpose, but only upon receipt of Proper Instructions specifying (A) the foreign securities to be delivered and (B) the person or persons to whom delivery of such securities shall be made.

                    4.4.2. PAYMENT OF PORTFOLIO MONIES. Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Portfolio in the following cases only:

(i)

upon the purchase of foreign securities for the Portfolio, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System;

(ii)

in connection with the conversion, exchange or surrender of foreign securities of the Portfolio;

(iii)

for the payment of any expense or liability of the Portfolio, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Agreement, legal fees, accounting fees, and other operating expenses;

(iv)

for the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio, including transactions executed with or through the Custodian or its Foreign Sub-Custodians;

(v)

in connection with trading in options and futures contracts, including delivery as original margin and variation margin;

(vi)

upon the purchase of foreign investments including, without limitation, repurchase agreement transactions involving delivery of Portfolio monies to Repo Custodian(s), as a Free Trade, provided that applicable Proper Instructions shall set forth (A) the amount of such payment and (B) the person or persons to whom payment shall be made;

(vii)

for payment of part or all of the dividends received in respect of securities sold short;

(viii)

in connection with the borrowing or lending of foreign securities; and

(ix)

For any other purpose, but only upon receipt of Proper Instructions specifying (A) the amount of such payment and (B) the person or persons to whom such payment is to be made.

                    4.4.3. MARKET CONDITIONS. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer.

The Custodian shall provide to the Board, or its designee, the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in the Board, or its designee, being provided with substantively less information than had been previously provided hereunder.

          SECTION 4.5. REGISTRATION OF FOREIGN SECURITIES. The foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the applicable Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities except to the extent that such liability results from the negligence, bad faith, or willful misconduct of the nominee. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Agreement unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.

          SECTION 4.6 BANK ACCOUNTS. The Custodian shall identify on its books as belonging to the Fund on behalf of the applicable Portfolio cash (including cash denominated in foreign currencies) deposited with the Custodian. Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian. All accounts referred to in this Section shall be subject only to draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of the Custodian (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The Commonwealth of Massachusetts.

          SECTION 4.7. COLLECTION OF INCOME. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which the Portfolios shall be entitled. In the event that extraordinary

measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures. The Custodian shall credit income to the applicable Portfolio as such income is received or in accordance with Custodian’s then current payable date income schedule. Any credit to the Portfolio in advance of receipt may be reversed when the Custodian determines that payment will not occur in due course and the Portfolio may be charged at the Custodian’s applicable rate for time credited. Income on securities loaned other than from the Custodian’s securities lending program shall be credited as received.

          SECTION 4.8 SHAREHOLDER RIGHTS. With respect to the foreign securities held pursuant to this Section 4, the Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of such Fund to exercise shareholder rights.

          SECTION 4.9. COMMUNICATIONS RELATING TO FOREIGN SECURITIES. The Custodian shall promptly transmit to the Fund written information with respect to materials received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios (including, without limitation, pendency of calls, maturities of foreign securities and expirations of rights in connection therewith). Additionally, when requested by the Funds, the Custodian shall use commercially reasonable efforts to promptly provide the Funds with timely updates with respect to blocking and unblocking of foreign securities or other property of the Portfolios held by the Custodian via a Foreign Sub-Custodian for the account of the Funds. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund written information with respect to materials so received by the Custodian from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer.

          Absent negligence, bad faith, or willful misconduct on the part of the Custodian, the Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Portfolios at any time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual possession or control of such foreign securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least two business days prior to the date on which the Custodian is to take action to exercise such right or power, including, but not limited to, the date by which the Custodian must provide any necessary instructions or notices to the applicable Foreign Sub-Custodian. The Custodian shall also transmit promptly to the Fund all written information received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios regarding any class action or other litigation in connection with Portfolio foreign securities or other assets issued outside the United States and then held, or previously held, during the term of this Agreement by the Custodian via a Foreign Sub-Custodian for the account of the Fund for such Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms.

          Additionally, upon receipt of Proper Instructions regarding information necessary for proper filing of shareholder proposals with respect to positions in foreign securities or property

held, or previously held, during the term of this Agreement by the Custodian via a Foreign Sub-Custodian for the account of the Funds, the Custodian shall transmit promptly to the applicable Fund for each Portfolio all information and documentation in the Custodian’s possession requested by the Fund. The Fund shall limit such requests to only that information and documentation that is required of shareholders by applicable regulations for the proper filing of shareholder proposals within the applicable jurisdiction. For avoidance of doubt, upon and after the effective date of any termination of this Agreement, with respect to a Fund or its Portfolio(s), as may be applicable, the Custodian shall have no responsibility to so transmit any information under this Section 4.9.

          SECTION 4.10. LIABILITY OF FOREIGN SUB-CUSTODIANS. Each agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and to indemnify and hold harmless the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian’s performance of such obligations. At the Fund’s election, the Fund shall be subrogated on behalf of the Portfolios to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim. Notwithstanding the foregoing, any Foreign Sub-Custodian which is a branch or subsidiary of the Custodian will be held to the standard of care set forth in Section 15 for the Custodian.

          SECTION 4.11 TAX LAW. The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund, the Portfolios or the Custodian as custodian of the Portfolios by the tax law of the United States or of any state or political subdivision thereof. It shall be the responsibility of the Fund to notify the Custodian of the obligations imposed on such Fund with respect to the Portfolios or the Custodian as custodian of the Portfolios by the tax law of countries other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole responsibility of the Custodian with regard to such tax law shall be to use reasonable efforts to assist the Fund with respect to any claim for exemption or refund under the tax law of countries for which such Fund has provided such information.

          SECTION 4.12. ACCESS OF INDEPENDENT ACCOUNTANTS OF THE FUND. Upon request of the Fund, the Custodian will use commercially reasonable efforts to arrange for the independent accountants of the Fund to be afforded access to the books and records of any foreign banking institution employed as a Foreign Sub-Custodian insofar as such books and records related to the performance of such foreign banking institution under its contract with the Custodian.

SECTION 5.

CONTRACTUAL SETTLEMENT SERVICES (PURCHASE / SALES)

          SECTION 5.1 The Custodian shall, in accordance with the terms set out in this section, debit or credit the appropriate cash account of each Portfolio in connection with (i) the purchase of securities for such Portfolio, and (ii) proceeds of the sale of securities held on behalf of such Portfolio, on a contractual settlement basis.

          SECTION 5.2 The services described above (the “Contractual Settlement Services”) shall be provided for such instruments and in such markets as the Custodian may advise from time to time. The Custodian may terminate or suspend any part of the provision of the Contractual Settlement Services under this Agreement at its sole discretion immediately upon notice to the Fund on behalf of each Portfolio, including, without limitation, in the event of: (i) nationalization, expropriation, currency restrictions, acts of war, revolution, riots or terrorism, interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, labor strikes, natural disasters, or similar events affecting settlement; (ii) any disorder in markets; or (iii) other changed external business circumstances affecting markets or the Fund.

          SECTION 5.3 The consideration payable in connection with a purchase transaction shall be debited from the appropriate cash account of the Portfolio as of the time and date that monies would ordinarily be required to settle such transaction in the applicable market. The Custodian shall promptly recredit such amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that such transaction has been canceled.

          SECTION 5.4 With respect to the settlement of a sale of securities, a provisional credit of an amount equal to the net sale price for the transaction (the “Settlement Amount”) shall be made to the account of the Portfolio as if the Settlement Amount had been received as of the close of business on the date that monies would ordinarily be available in good funds in the applicable market. Such provisional credit will be conditioned upon (i) the Custodian having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable and (ii) the Custodian or its agents having possession of the asset(s) (which shall exclude assets subject to any third party lending arrangement entered into by a Portfolio) associated with the transaction in good deliverable form and not being aware of any facts which would lead them to believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market.

          SECTION 5.5 The Custodian shall have the right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services at any time when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable, and the Portfolio shall be responsible for any reasonable costs or liabilities resulting from such reversal. Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the Portfolio to the Custodian and may be debited from any cash account held for benefit of the Portfolio.

          SECTION 5.6 In the event that the Custodian is unable to debit an account of the Portfolio, and the Portfolio fails to pay any amount due to the Custodian at the time such amount becomes payable in accordance with this Agreement, (i) the Custodian may charge the Portfolio for reasonable costs and expenses associated with providing the provisional credit, including, without limitation, the reasonable cost of funds associated therewith, (ii) the amount of any accrued dividends, interest and other distributions with respect to assets associated with such transaction may be set off against the credited amount, (iii) the provisional credit and any such costs and expenses shall be considered an advance of cash for purposes of the Agreement and (iv) the Custodian shall have the right to setoff against any property and the discretion to sell, exchange, convey, transfer or otherwise dispose of any property at any time held for the

account of the Portfolio to the full extent necessary for the Custodian to make itself whole.

SECTION 5A.

SPECIAL SUB-CUSTODIANS

Upon receipt of Special Instructions (as such term is defined in Section 7 hereof), the Custodian shall, on behalf of one or more Portfolios, appoint one or more banks, trust companies or other entities designated in such Special Instructions to act as a sub-custodian for the purposes of effecting such transaction(s) as may be designated by the Fund in Special Instructions. Each such designated sub-custodian is referred to herein as a “Special Sub-Custodian.” Each such duly appointed Special Sub-Custodian shall be listed on Schedule D hereto, as it may be amended from time to time by the Fund, with the acknowledgment of the Custodian. In connection with the appointment of any Special Sub-Custodian, and in accordance with Special Instructions, the Custodian shall enter into a sub-custodian agreement with the Fund and the Special Sub-Custodian in form and substance approved by such Fund, provided that such agreement shall in all events comply with the provisions of the 1940 Act and the rules and regulations thereunder and the terms and provisions of this Agreement.

SECTION 6.

PAYMENTS FOR SALES, REPURCHASES OR REDEMPTIONS OF SHARES

The Custodian shall receive from the distributor for the Shares or from the Transfer Agent and deposit into the account of the appropriate Portfolio such payments as are received for Shares thereof issued or sold from time to time by the Fund. The Custodian will provide timely notification to the Fund on behalf of each such Portfolio and the Transfer Agent of any receipt by it of payments for Shares of such Portfolio.

From such funds as may be available for the purpose, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection with the redemption or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by the Fund to the holder of Shares, when presented to the Custodian in accordance with such procedures and controls as are mutually agreed upon from time to time between such Fund and the Custodian.

SECTION 7.

PROPER INSTRUCTIONS AND SPECIAL INSTRUCTIONS

“Proper Instructions” (excluding “Free of Payment” delivery of Fund securities), which may also be “continuing instructions,” as such term is used throughout this Agreement, shall mean instructions received by the Custodian from the Fund or the Fund’s duly authorized investment manager or investment adviser, or a person or entity duly authorized by either of them. Such instructions may be in writing signed by two authorized persons or may be in a tested communication (e.g., a key pad or test key) or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed to from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any security procedures agreed to from time to time by the Fund and the Custodian including, but not limited to, the security procedures selected by the Fund via the form of

Funds Transfer Addendum attached hereto as Schedule E. Oral instructions (pursuant to procedures agreed to with Custodian in writing signed by the Fund’s Treasurer) will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to provide such instructions with respect to the transaction involved. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any multi-party agreement which requires a segregated asset account in accordance with Section 2.10 hereof.

“Proper Instructions--Free of Payment Delivery of Fund Securities (“Free of Payment”),” which may also be “continuing instructions,” as such term is used throughout this Agreement, shall mean instructions received by the Custodian from the Fund or the Fund’s duly authorized investment manager or investment adviser, or a person or entity duly authorized by either of them. Such instructions must be in writing manually signed by two authorized persons whose authority for authorizing “free of payment” instructions is specifically set forth in a writing signed by the Treasurer and an Executive Vice President or higher of the Fund and by the Secretary or any Assistant Secretary as certified under the corporate seal.

“Special Instructions,” as such term is used throughout this Agreement, means Proper Instructions countersigned or confirmed in writing by the Treasurer or any Assistant Treasurer of the Fund or any other person designated in writing by the Treasurer of such Fund, which countersignature or confirmation shall be (a) included on the same instrument containing the Proper Instructions or on a separate instrument clearly relating thereto and (b) delivered by hand, by facsimile transmission, or in such other manner as the Fund and the Custodian agree in writing.

Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, the Fund shall deliver to the Custodian, duly certified by such Fund’s Treasurer or Assistant Treasurer, and by the Secretary or any Assistant Secretary as certified under the corporate seal (except for Free of Payment as specified above) a certificate setting forth: (i) the names, titles, signatures and scope of authority of all persons authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund; and (ii) the names, titles and signatures of those persons authorized to give Special Instructions. Such certificate may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Custodian of a similar certificate to the contrary.

SECTION 8.

EVIDENCE OF AUTHORITY

The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper reasonably believed by it to be genuine and to have been properly executed by or on behalf of the Fund. The Custodian may receive and accept a copy of a resolution certified by the Secretary or an Assistant Secretary of the Fund as conclusive evidence (a) of the authority of any person to act in accordance with such resolution or (b) of any determination or of any action by the Board as described in such resolution, and such resolution may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary.

SECTION 9.

ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY

The Custodian may in its discretion, without express authority from the Fund on behalf of each applicable Portfolio:

1)

make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this Agreement; provided that all such payments shall be properly and accurately accounted for to the Fund on behalf of the Portfolio;

2)

surrender securities in temporary form for securities in definitive form;

3)

endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and

4)

in general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Portfolio, except as otherwise directed by the Board.

SECTION 10.

DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND CALCULATION OF NET ASSET VALUE AND NET INCOME

The Custodian shall cooperate with and promptly supply necessary information to the entity or entities appointed by the Board to keep the books of account of each Portfolio and/or compute the net asset value per Share of the outstanding Shares. The Fund acknowledges and agrees that, with respect to investments maintained with the Underlying Transfer Agent, the Underlying Transfer Agent is the sole source of information on the number of shares of a fund held by it on behalf of a Portfolio and that the Custodian has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Custodian in performing its duties under this Agreement, including without limitation, the duties set forth in this Section 10 and in Section 11 hereof; provided, however, that the Custodian shall be obligated to reconcile information as to purchases and sales of Underlying Shares contained in trade instructions and confirmations received by the Custodian and to report promptly any discrepancies to the Underlying Transfer Agent.

SECTION 11.

RECORDS

          SECTION 11.1 The Custodian shall with respect to each Portfolio create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of the Fund under the 1940 Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. The Custodian acknowledges that all such accounts and records are the sole and exclusive property of the Fund, shall at all times during the normal business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Fund and the Fund’s independent registered public accounting firm (“Auditor”), employees and agents of the SEC and any state securities authority, and will otherwise be delivered or made available to the Fund for inspection or reproduction within a reasonable period of time, in each case upon the demand of the Fund. The Custodian shall, at the Fund’s request (including, but not limited to requests in connection with the preparation of Forms N-CSR and N-Q), supply the Fund with a tabulation of securities owned by each Portfolio and held by the Custodian and shall, when requested to do so by the Fund and for

such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations. The Fund acknowledges that, in creating and maintaining the records as set forth herein with respect to Portfolio property released and delivered pursuant to Section 2.2(15), or purchased pursuant to Section 2.6(7) hereof, the Custodian is authorized and instructed to rely upon information provided to it by the Fund, the Fund’s counterparty(ies), or the agents of either of them.

          SECTION 11.2 The Fund and the Custodian shall comply with the reasonable requests of the other party for information necessary to the requestor’s performance of its duties in connection with this Agreement, or compliance with applicable law, including, without limitation, requests by the Fund’s Auditor or review of books and records of the Fund in connection with this Agreement.

          SECTION 11.3 In addition to the obligations of Section 11.1, upon request of the Fund (which shall include reasonable advance notice), Custodian shall grant reasonable access, during normal business hours, to the Fund’s duly authorized officers, employees, investment manager or adviser, agents and Auditor (with such officers, employees, agents and Auditor all being subject to compliance with Custodian’s confidentiality and security policies and procedures), to Custodian’s business facilities and personnel to the extent such facilities and personnel are used in connection with Custodian’s services to be provided hereunder, for the purposes of: (i) conducting a due diligence review of Custodian’s technology systems to be used in providing custodial services; (ii) performing an audit in accordance with the Fund’s own business continuity program(s); (iii) complying with regulatory requirements applicable to the Fund; and (iv) conducting an annual or other periodic compliance review or audit by the Fund’s Chief Compliance Officer(s) (“CCO”).

          SECTION 11.4 Notwithstanding the foregoing provisions, Custodian reserves the right to impose reasonable limitations on the number, frequency, timing and scope of audits and inspections requested by the Fund or its Auditor so as to prevent or minimize any potential impairment or disruption of its operations, distraction of its personnel or breaches of security, policies, confidentiality or regulatory limitations or requirements.

SECTION 12.

OPINION OF FUND’S INDEPENDENT ACCOUNTANT

The Custodian shall take all reasonable action, as the Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from the Fund’s Auditor with respect to its activities hereunder in connection with the preparation of the Fund’s Registration Statement on Form N-1A, Form N-2 or Form N-3, as applicable, Form N-CSR, Form N-SAR or other annual or periodic reports to the SEC and with respect to any other requirements thereof.

SECTION 13.

REPORTS TO FUND BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Custodian shall provide the Fund, on behalf of each of the Portfolios, a SAS 70 Level II report by independent registered public accounting firms on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in a U.S. Securities System or a Foreign Securities System (either, a “Securities System”), relating to the services provided by the Custodian under this Agreement. Such reports shall be of sufficient scope and in

sufficient detail as may reasonably be required by the Fund to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state. Such SAS 70 report shall be provided at least once a year, or at such greater frequency as such SAS 70 report is prepared. Custodian shall notify the Fund of any such change in frequency.

SECTION 14.

COMPENSATION OF CUSTODIAN

In consideration for its services hereunder, the Custodian shall be paid the compensation set forth in a separate fee schedule, incorporated herein by reference, as may be amended by mutual consent of the parties from time to time.

SECTION 15.

LIMITATION ON LIABILITY OF CUSTODIAN; STANDARD OF CARE

          SECTION 15.1 STANDARD OF CARE. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement; provided, however, that the Custodian is not responsible or liable for, and the Fund will promptly indemnify and hold the Custodian harmless from and against, any and all direct costs, expenses, losses, damages, charges, reasonable counsel fees, payments and liabilities that are incurred by the Custodian or for which the Custodian is held to be liable, arising out of or attributable to the Custodian’s entrance into this Agreement, as a result of the Custodian following any Proper Instructions, or as a result of any other action or inaction of the Custodian in the performance of its duties under this Agreement; and provided, further, that such indemnity and hold harmless obligation shall not apply to any costs, expenses, losses, damages, charges, reasonable counsel fees, payments or liabilities to the extent arising out of the Custodian’s negligence, bad faith or willful misconduct.

          Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. So long as and to the extent that the Custodian exercises reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement.

          Notwithstanding anything herein to the contrary (but subject to the provisions of the second paragraph of this Section 15.1 and the provisions of Section 15.2 below), and except with respect to Foreign Sub-Custodians in certain countries set forth on a separate written schedule (collectively, the “Non-Standard Countries”), incorporated herein by reference, as such schedule may be amended by mutual consent of the parties from time to time, Custodian shall be liable to the Fund for any loss which shall occur as the result of the failure of the Custodian or a Foreign Sub-Custodian to exercise reasonable care and diligence with respect to the safekeeping of the Fund’s assets to the same extent that the Custodian would be liable to the Fund if the Custodian were holding such assets in New York; provided, however, that regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from or caused by nationalization, expropriation, currency

restrictions, acts of war, revolution, riots or terrorism where the Foreign Sub-Custodian has otherwise acted with reasonable care; and provided, further, that Custodian shall not be responsible for the insolvency of a Foreign Sub-Custodian which is not an affiliate or subsidiary of Custodian unless such appointment was made negligently or in bad faith. As to the Foreign Sub-Custodians employed in the Non-Standard Countries listed on such separate written schedule from time to time, the Custodian shall have no more or less responsibility or liability to the Fund on account of any actions or omissions of any such Foreign Sub-Custodian so employed than such Foreign Sub-Custodian has to the Custodian; provided, however, that the contract or agreement under which State Street employs such Foreign Sub-Custodian satisfies the standard set forth in Section 3.2.3.(b) of this Agreement. If Custodian reasonably and in good faith determines that any country should be deleted from or added to such separate written schedule due to a change in circumstances, Custodian shall give the Fund written notice thereof, and such separate written schedule shall be deemed to be amended, without having to amend this Agreement, upon mutual consent of the parties and the Fund agrees that such consent shall not be unreasonably withheld or delayed. At the request of the Fund, provided that each such request is reasonable and made in good faith, Custodian agrees to reasonably and in good faith re-evaluate the prevailing circumstances in the countries then listed on such separate written schedule to determine whether any such country should be removed from such schedule.

          SECTION 15.2 OTHER LIMITATIONS OF CUSTODIAN’S LIABILITY. Except as may arise from the Custodian’s own negligence, bad faith, or willful misconduct or the negligence, bad faith, or willful misconduct of a sub-custodian, nominee or agent, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, labor strikes, natural disasters, or other similar events or acts or (ii) errors by any Fund or its duly authorized investment manager or investment adviser in their instructions to the Custodian provided such instructions have been in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any act or omission of a Special Sub-Custodian including, without limitation, reliance on reports prepared by a Special Sub-Custodian; (v) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (vi) any delay or failure of any company, corporation, or other body in charge of registering or transferring securities in the name of the Custodian, any Fund, the Custodian’s sub-custodians, nominees or agents or any consequential losses arising out of such delay or failure to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits; (vii) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (viii) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.

          If the Fund on behalf of a Portfolio requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the

reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable for the payment of money or incurring liability of some other form, such Fund on behalf of the Portfolio, as a prerequisite to requiring the Custodian to take such action, shall provide reasonable indemnity to the Custodian in an amount and form mutually agreed to between Custodian and the Fund.

          SECTION 15.3 LIEN ON ASSETS. If the Fund on behalf of a Portfolio requires the Custodian, its affiliates, subsidiaries or agents, to advance cash or securities for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement) or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s own negligent action, negligent failure to act, bad faith, or willful misconduct, any property at any time held for the account of the applicable Portfolio shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Portfolio’s assets to the extent necessary to obtain reimbursement.

          SECTION 15.4 INDEMNIFICATION OF THE FUND BY CUSTODIAN. Custodian shall promptly indemnify and hold the Fund harmless from and against any and all direct costs, expenses, losses, damages, charges, reasonable counsel fees, payments and liabilities that are incurred by the Fund or for which the Fund is held to be liable, to the extent arising out of or attributable to the failure of Custodian to exercise the standard of care set forth in Section 15.1 above; provided, however, that such indemnity and hold harmless shall not apply to any costs, expenses, losses, damages, charges, reasonable counsel fees, payments or liabilities to the extent arising out of the Fund’s negligence, bad faith or willful misconduct.

          SECTION 15.5 INDEMNIFICATION PROCEDURES. Promptly after receipt by the Fund or Custodian of notice of a matter that may be covered under the indemnification provisions of Section 15.1 or 15.4, as applicable (“Claim”), such party (“Claimant”) shall notify the other (“Indemnitor”); provided, however, that a delay by Claimant in notifying Indemnitor of a Claim shall not permit Indemnitor to avoid its indemnification obligations hereunder except to the extent Indemnitor is actually prejudiced by such delay. The Claimant shall provide the Indemnitor with such complete details and pleadings as are requested by the Indemnitor concerning the Claim and shall cooperate fully and in good faith with the Indemnitor in investigating and defending the Claim. The Indemnitor will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnifications provided in Section 15.1 or 15.4, as applicable. In the event the Indemnitor elects to assume the defense of any such suit and retain counsel, the Claimant and/or any of its affiliated persons named as defendant or defendants in the suit may retain additional counsel but shall bear the fees and expenses of such counsel unless the Indemnitor shall have specifically authorized the retaining of such counsel. The Claimant shall in no event confess any claim or settle or make any compromise in any case in which the Indemnitor may be required to indemnify the Claimant except with the Indemnitor’s prior written consent.

          SECTION 15.6. LIMITATION OF DAMAGES. Notwithstanding any provision herein to the contrary, none of the parties hereto shall be liable for any indirect, consequential, incidental, exemplary, punitive or special damages, even if such party has been apprised of the likelihood of such damages occurring.

SECTION 16.

EFFECTIVE PERIOD, TERMINATION AND AMENDMENT

          SECTION 16.1 The initial term of this Agreement is for a period of one (1) year from the date hereof. Thereafter, either Fund or Custodian may terminate this Agreement by written notice to the other party that is received not less than 120 days prior to the date upon which such termination will take effect, in the case of termination by the Custodian, and not less than 60 days prior to the date upon which such termination will take effect, in the case of termination by the Fund. This Agreement may be amended at any time by mutual agreement of the parties hereto; provided, however, that neither party shall amend or terminate this Agreement in contravention of any applicable federal or state regulations, or, in the case of the Fund, any provision of such Fund’s Governing Documents; and further provided, that the Fund on behalf of one or more of the Portfolios may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction.

          SECTION 16.2 Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio.

          SECTION 16.3 Upon termination of the Agreement, the Custodian shall receive such compensation as may be due as of the date of such termination (unless it is subject to reasonable dispute) and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements associated with its provision of services hereunder to the Fund or applicable Portfolios.

SECTION 17.

SUCCESSOR CUSTODIAN

          SECTION 17.1 If a successor custodian for one or more Portfolios shall be appointed by the Board, the Custodian shall, upon termination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System or at the Underlying Transfer Agent.

          SECTION 17.2 If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution.

          SECTION 17.3 In the event that no Proper Instructions designating a successor custodian or alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such

Portfolio held in any Securities System or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement.

          SECTION 17.4 In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to provide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

SECTION 18.

GENERAL

          SECTION 18.1 MASSACHUSETTS LAW TO APPLY. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts.

          SECTION 18.2 PRIOR AGREEMENTS. This Agreement supersedes and terminates, as of the date hereof, all prior Agreements between the Fund on behalf of each of the Portfolios and the Custodian relating to the custody of such Fund’s assets.

          SECTION 18.3 ASSIGNMENT. This Agreement may not be assigned by (a) the Fund without the written consent of the Custodian or (b) by the Custodian without the written consent of the Fund. The Custodian shall have the right to delegate and sub-contract for the performance of any or all of its duties hereunder, provided, however, that the Custodian shall remain responsible for the performance of such duties and all the terms and conditions hereof shall continue to apply as though the Custodian performed such duties itself. All terms and provisions hereof will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

          SECTION 18.4 INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection with the operation of this Agreement, the Custodian and the Fund (on behalf of each of the Portfolios), may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement, provided that no such interpretive or additional provisions shall contravene any applicable laws or regulations or any provision of the Fund’s Governing Documents. Any agreement as to interpretive or additional provisions shall be in a writing signed by all parties. Unless such writing specifically provides otherwise, no interpretive or additional provisions made as provided above shall be deemed to be an amendment of this Agreement.

          SECTION 18.5 ADDITIONAL FUNDS. In the event that any management investment company in addition to those listed on Appendix A hereto desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such management investment company shall become the Fund hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth in Section 18.7 below.

          SECTION 18.6 ADDITIONAL PORTFOLIOS. In the event that the Fund establishes one or more additional series of Shares in addition to those set forth on Appendix A hereto with

respect to which it desires to have the Custodian render services under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such series of Shares shall become a Portfolio. The Custodian agrees that it will provide services in support of new Portfolios provided that (a) the types of securities held by the new Portfolios and (b) the services to be provided by the Custodian for the new Portfolios are substantially the same as the types of securities and services relating to the then existing Portfolios hereunder.

          SECTION 18.7 THE PARTIES; REPRESENTATIONS AND WARRANTIES.

                    SECTION 18.7.1 THE PARTIES. All references herein to the “Fund” are to each of the management investment companies listed on Appendix A hereto, and each management investment company made subject to this Agreement in accordance with Section 18.5 above, individually, as if this Agreement were between such individual Fund and the Custodian. In the case of a series corporation, trust or other entity, all references herein to the “Portfolio” are to the individual series or portfolio of such corporation, trust or other entity, or to such corporation, trust or other entity on behalf of the individual series or portfolio, as appropriate. Any reference in this Agreement to the “parties” shall mean the Custodian and such other individual Fund as to which the matter pertains.

                    SECTION 18.7.2 REPRESENTATIONS AND WARRANTIES OF THE FUND. The Fund hereby represents, warrants, covenants and acknowledges to Custodian as follows:

(i)

It is duly organized and is validly existing in good standing in its jurisdiction of organization.

(ii)

It has the requisite power and authority under applicable law and its Governing Documents to enter into, and perform its obligations under, this Agreement.

(iii)

All requisite proceedings and actions have been taken to authorize it to enter into and perform this Agreement.

(iv)

This Agreement constitutes the legal, valid and binding obligation of the Fund, enforceable in accordance with its terms.

(v)

Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it.

(vi)

The person executing this Agreement on behalf of the Fund has the authority to execute this Agreement on behalf of the Fund.

                    SECTION 18.7.3 REPRESENTATIONS AND WARRANTIES OF THE CUSTODIAN. Custodian hereby represents, warrants, covenants and acknowledges to the Fund as follows:

(i)

It is duly organized and is validly existing in good standing in its jurisdiction of incorporation or organization.

(ii)

It has the requisite power and authority under applicable law and its Governing Documents to enter into, and perform its obligations under, this Agreement;

(iii)

All requisite proceedings and actions have been taken to authorize it to enter into and perform this Agreement;

(iv)

This Agreement constitutes the legal, valid and binding obligation of Custodian, enforceable in accordance with its terms.

(v)

Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it.

(vi)

The person executing this Agreement on behalf of Custodian represents that he or she has the authority to execute this Agreement on behalf of Custodian.

(vii)

The core standard operating policies and procedures of Custodian’s Investment Services Division, which policies and procedures Custodian believes are applicable to the Federal Securities Laws (as such term is defined in Rule 38a-1 of the 1940 Act (collectively, the “Federal Securities Laws”)) and which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement (the “Policies and Procedures”), are reasonably designed to provide reasonable assurance that they will prevent, detect and correct violations by Custodian of applicable Federal Securities Laws which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement. Custodian shall provide a summary of the Policies and Procedures referenced above to the Fund’s CCO, and upon request of the CCO, make updated versions of such summaries available to the CCO at least on an annual basis. Further, Custodian will promptly notify the CCO of any material change to the Policies and Procedures as soon as reasonably practicable after such change has been implemented, and provide a summary of each such change together with such notice;

(viii)

Custodian shall meet with the CCO on an annual basis to review and discuss the Policies and Procedures, as well as on a reasonable interim basis, as requested by the CCO. Custodian further shall provide to the CCO a certification with respect to items referenced in Sections 18.7.3(ix)(a)- (c) below and the Policies and Procedures on a quarterly basis to the CCO, and such other documentation as the CCO shall reasonably request from time to time (subject to Custodian’s applicable internal confidentiality and other policy restrictions); and

(ix)

Custodian shall notify the CCO in writing as promptly as reasonably practicable, including during any period of time between the quarterly certifications referred to in Section 18.7.3(viii) above, of any of the following material compliance matters (as defined in Rule 38a-1 under the 1940 Act) that has come to Custodian’s attention with respect to its activities pursuant to this Agreement and which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement:

(a)

a violation of the Federal Securities Laws by Custodian or any of its officers, trustees, employees, sub-custodians or agents;

(b)

a violation of Custodian’s Policies and Procedures; or

(c)

a weakness in the design or implementation of Custodian’s Policies and Procedures.

(x)

The Custodian is a bank that is suitably qualified to serve as the custodian of the Fund pursuant to Section 17(f) of the 1940 Act and the rules and regulations thereunder.

          SECTION 18.8 OTHER AGREEMENTS.

          SECTION 18.8.1 MASTER REMOTE ACCESS SERVICES AGREEMENT. The Custodian and the Fund agree to be bound by the terms of the Master Remote Access Services Agreement of even date herewith by and between the Funds and Custodian (the “Remote Access Agreement”).

          SECTION 18.8.2 MUTUAL CONFIDENTIALITY AGREEMENT.. The Custodian and the Fund agree to be bound by the terms of the Mutual Confidentiality Agreement attached hereto as Schedule F.

          SECTION 18.9 INSTRUCTIONS AND NOTICES. Each party hereto shall designate from time to time the person(s) and address(es) to which Proper Instructions, notices and other communications related to the daily operations must be sent. All other notices or other communications given hereunder (including, but not limited to, termination, breach, or default notices) may be delivered: (i) in person to the offices of the parties at the addresses of the parties set forth below during normal business hours: (ii) by prepaid, certified U.S. mail (in which case it shall be deemed to have been served at the expiration of five business days after posting) to the addresses of the parties set forth below; (iii) by telecopy to the numbers of the parties set forth below (in which case it shall be deemed to have been served on the business day after the receipt thereof; provided, however, that written confirmation of transmission from the transmitting equipment must be delivered to the receiving party promptly thereafter for notice to be effective); or (iv) by any other means mutually agreed upon in writing by the parties. Either the Fund or Custodian may change its delivery information from time to time by written notice given as aforesaid to the other.

To the Fund:

COLLEGE RETIREMENT EQUITIES FUND

Attention: Funds Treasurer
8500 Andrew Carnegie Boulevard
Charlotte, NC 28262
Telephone: 704-988-5244
Facsimile/Telecopy: 704-988-5247

With a copy to:
TIAA-CREF
General Counsel – Asset Management
730 Third Avenue
New York, New York 10017-3206
Telephone: 212-490-9000
Facsimile/Telecopy: 212-916-6980

TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

Attention: Funds Treasurer
8500 Andrew Carnegie Boulevard
Charlotte, NC 28262
Telephone: 704-988-5244

Facsimile/Telecopy: 704-988-5247

With a copy to:
TIAA-CREF
General Counsel – Asset Management
730 Third Avenue
New York, New York 10017-3206
Telephone: 212-490-9000
Facsimile/Telecopy: 212-916-6980

TIAA-CREF LIFE FUNDS

Attention: Funds Treasurer
8500 Andrew Carnegie Boulevard
Charlotte, NC 28262
Telephone: 704-988-5244
Facsimile/Telecopy: 704-988-5247

With a copy to:
TIAA-CREF
General Counsel – Asset Management
730 Third Avenue
New York, New York 10017-3206
Telephone: 212-490-9000
Facsimile/Telecopy: 212-916-6980

TIAA-CREF SEPARATE ACCOUNT VA-1

Attention: Funds Treasurer
8500 Andrew Carnegie Boulevard
Charlotte, NC 28262
Telephone: 704-988-5244
Facsimile/Telecopy: 704-988-5247

With a copy to:
TIAA-CREF
General Counsel – Asset Management
730 Third Avenue
New York, New York 10017-3206
Telephone: 212-490-9000
Facsimile/Telecopy: 212-916-6980

To the Custodian:

STATE STREET BANK AND TRUST COMPANY

1776 Heritage Drive
Quincy, MA 02171
Attention: James M. Keenan
Telephone: 617-985-9422
Facsimile/Telecopy: 617-985-7575

          SECTION 18.10 COUNTERPARTS. This Agreement may be executed in several counterparts (including facsimile counterparts), each of which shall be deemed to be an

original, and all of such counterparts, when taken together, shall constitute one and the same original Agreement.

          SECTION 18.11 SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

          SECTION 18.12 REPRODUCTION OF DOCUMENTS. This Agreement and all schedules, addenda, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, provided that such reproduction is a true and accurate representation of the original. In addition, any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence, provided that it is a true and accurate representation of the original.

          SECTION 18.13 SHAREHOLDER COMMUNICATIONS ELECTION. SEC Rule 14b-2 under the Exchange Act requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs the Fund to indicate whether it authorizes the Custodian to provide such Fund’s name, address, and share position to requesting companies whose securities the Fund owns. If the Fund tells the Custodian “no,” the Custodian will not provide this information to requesting companies. If the Fund tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For the Fund’s protection, the Rule prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below.

YES o

The Custodian is authorized to release the Fund’s name, address, and share positions.

NO x

The Custodian is not authorized to release the Fund’s name, address, and share positions.

          SECTION 18.14 BUSINESS CONTINUITY PLAN. Custodian shall maintain a comprehensive business continuity plan that is commercially reasonable and complies with applicable law, rules and regulations. Custodian will provide an executive summary of such plan upon reasonable request of the Fund. Custodian will test the adequacy of its business continuity plan at least annually. In the event of business disruption that materially impacts Custodian’s provision of service under this Agreement, Custodian will notify the Fund of the disruption and the steps being taken in response.

          SECTION 18.15. NO LIABILITY OF SHAREHOLDERS AND TRUSTEES. This Agreement is executed by the Trustees of the Fund, not individually, but rather in their capacity as Trustees under the Declaration of Trust of the Fund, as amended. None of the shareholders, Trustees, officers, employees, or agents of the Fund shall be personally bound or liable under this Agreement, nor shall resort be had to their private property for the satisfaction of any obligation or claim hereunder but only to the property of the Fund and, if the obligation or claim relates to the property held by the Fund for the benefit of one or more but fewer than all Portfolios, then only to the property held for the benefit of the affected Portfolio or Portfolios.

          SECTION 18.16 SURVIVAL. The indemnification and other provisions of Section 15 and 18.8.2 shall survive the expiration, termination or cancellation of this Agreement.

[Remainder of page left intentionally blank]
[Signature page(s) follow]

SIGNATURE PAGE

          IN WITNESS WHEREOF, each of the parties has caused this Master Custodian Agreement to be executed in its name and on its behalf by its duly authorized representative as of the date first above-written.

SIGNATURE ATTESTED TO BY:

COLLEGE RETIREMENT EQUITIES FUND, on behalf of its respective Portfolios as listed on Schedule A, severally and not jointly

By: /s/ Phillip G. Goff

By: /s/ Georganne Proctor

Name: Phillip G. Goff

Name: Georganne Proctor

Title: Treasurer

Title: Executive Vice President and
Chief Financial Officer

SIGNATURE ATTESTED TO BY:

TIAA-CREF INSTITUTIONAL MUTUAL FUNDS, on behalf of its respective Portfolios as listed on Schedule A, severally and not jointly

By: /s/ Georganne Proctor

By: /s/ Phillip G. Goff

Name: Georganne Proctor

Name: Phillip G. Goff

Title: Executive Vice President and
Chief Financial Officer

Title: Treasurer

SIGNATURE ATTESTED TO BY:

TIAA-CREF LIFE FUNDS, on behalf of its respective Portfolios as listed on Schedule A, severally and not jointly

By: /s/ Georganne Proctor

By: /s/ Phillip G. Goff

Name: Georganne Proctor

Name: Phillip G. Goff

Title: Executive Vice President and
Chief Financial Officer

Title: Treasurer

SIGNATURE PAGE
(CONTINUED)

SIGNATURE ATTESTED TO BY:

          TIAA SEPARATE ACCOUNT VA-1, on behalf of its respective Portfolio as listed on Schedule A, severally and not jointly

By: /s/ Phillip G. Goff By: /s/ Georganne Proctor

Name: Phillip G. Goff Name: Georganne Proctor

Title: Treasurer

Title: Executive Vice President and
Chief Financial Officer

SIGNATURE ATTESTED TO BY:

STATE STREET BANK AND TRUST COMPANY

By: /s/ Marvin Rau By: /s/ Joseph L. Hooley

Name: Marvin Rau

Name: Joseph L. Hooley

Title: Vice President

Title: Vice Chairman

Attachments:

Appendix A – List of Funds/Accounts
Schedule A – Foreign Security/Country Custody Schedule and List of Eligible Foreign Custodians
Schedule B – Eligible Securities Depositories
Schedule C – Market Information
Schedule D – Special Sub-Custodians
Schedule E – Funds Transfer Addendum
Schedule F – Mutual Confidentiality Agreement

APPENDIX A

TO
Master Custodian Agreement

The Funds

I. College Retirement Equities Fund

(a New York nonprofit membership corporation registered with the Securities and Exchange Commission as an open end management investment company on Form N-3)

II. TIAA–CREF Institutional Mutual Funds

(a Delaware statutory trust registered with the Securities and Exchange Commission as an open end management investment company on Form N-1A)

III. TIAA–CREF Life Funds

(a Delaware statutory trust registered with the Securities and Exchange Commission as an open end management investment company on Form N-1A)

IV. TIAA Separate Account VA-1

(a separate account of Teachers Insurance and Annuity Association of America registered with the Securities and Exchange Commission as an open end management investment company on Form N-3)

The Portfolios of the Funds

The Portfolios of each Fund are listed below:

I.

COLLEGE RETIREMENT EQUITIES FUND

Portfolios:

Stock Account

Global Equities Account

Growth Account

Equity Index Account

Bond Market Account

Inflation-Linked Bond Account

Social Choice Account

Money Market Account

APPENDIX A
(CONTINUED)

II.

TIAA–CREF INSTITUTIONAL MUTUAL FUNDS

Portfolios:

Growth Equity

Large-Cap Value Index

International Equity Index

Growth & Income

Equity Index

Social Choice Equity

International Equity

S&P 500 Index

Real Estate Securities

Large-Cap Growth

Mid-Cap Growth Index

Managed Allocation II

Large-Cap Value

Mid-Cap Value Index

Bond

Mid-Cap Growth

Mid-Cap Blend Index

Bond Plus II

Mid-Cap Value

Small-Cap Growth Index

Short-Term Bond II

Small-Cap Equity

Small-Cap Value Index

High-Yield II

Large-Cap Growth Index

Small-Cap Blend Index

Tax-Exempt Bond II

Inflation Linked Bond

Money Market

TIAA-CREF Lifecycle Funds

Enhanced International
Equity Index Fund

Enhanced Large-Cap Growth Index Fund

Enhanced Large-Cap
Value Index Fund

TIAA-CREF Lifecycle Funds

Lifecycle 2010 Fund

Lifecycle 2015 Fund

Lifecycle 2020 Fund

Lifecycle 2025 Fund

Lifecycle 2030 Fund

Lifecycle 2035 Fund

Lifecycle 2040 Fund

Lifecycle 2045 Fund

Lifecycle 2050 Fund

Lifecycle Retirement Income Fund

III.

TIAA–CREF LIFE FUNDS

Portfolios:

Growth Equity

Growth & Income

International Equity

Large-Cap Value

Small-Cap Equity

Stock Index

Social Choice Equity

Real Estate Securities

Bond

Money Market

APPENDIX A
(CONTINUED)

IV.

TIAA SEPARATE ACCOUNT VA-1

Portfolio:

Stock Index Account

SCHEDULE A

TO
Master Custodian Agreement

Foreign Security/Country Custody Schedule
and
Eligible Foreign Custodian Schedule

SCHEDULE A

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS

Market

Subcustodian

Argentina

Citibank, N.A.

Australia

The Hongkong and Shanghai Banking Corporation Limited
Citibank Pty. Limited

Austria

Erste Bank der Österreichischen Sparkassen AG

Bahrain

HSBC Bank Middle East Limited
(as delegate of the Hongkong and Shanghai Banking Corporation Limited)

Bangladesh

Standard Chartered Bank

Belgium

Deutsche Bank AG, Netherlands (operating through its Amsterdam branch)

Benin

via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast

Bermuda

Bank of Bermuda Limited

Botswana

Barclays Bank of Botswana Limited

Brazil

Citibank, N.A.

Bulgaria

ING Bank N.V.

Burkina Faso

via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast

Canada

State Street Trust Company Canada

Cayman Islands

Scotiabank & Trust (Cayman) Limited

Chile

Banco Itau Chile

SCHEDULE A

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS

Market

Subcustodian

People’s Republic
of China
(Shanghai and Shenzhen)

HSBC Bank (China) Company Limited
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)

Colombia

Cititrust Colombia S.A. Sociedad Fiduciaria

Costa Rica

Banco BCT S.A.

Croatia

Privredna Banka Zagreb d.d

Cyprus

Marfin Popular Bank Public Company Limited

Czech Republic

Československá Obchodní Banka, A.S.

Denmark

Skandinaviska Enskilda Bankken AB, Sweden (operating through its Copenhagen branch)

Ecuador

Banco de la Producción S.A. PRODUBANCO

Egypt

HSBC Bank Egypt S.A.E.
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)

Estonia

AS Hansabank

Finland

Skandinaviska Enskilda Bankken AB, Sweden (operating through its Helsinki branch)

France

Deutsche Bank AG, Netherlands (operating through its Paris branch)

Germany

Deutsche Bank AG

Ghana

Barclays Bank of Ghana Limited

Greece

National Bank of Greece S.A.

SCHEDULE A

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS

Market

Subcustodian

Guinea-Bissau

via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast

Hong Kong

Standard Chartered Bank (Hong Kong) Limited

Hungary

UniCredit Bank Hungary Zrt.

Iceland

Kaupthing Bank hf.

India

Deutsche Bank AG

The Hongkong and Shanghai Banking Corporation Limited

Indonesia

Deutsche Bank AG

Ireland

Bank of Ireland

Israel

Bank Hapoalim B.M.

Italy

Deutsche Bank S.p.A.

Ivory Coast

Société Générale de Banques en Côte d’Ivoire

Jamaica

Bank of Nova Scotia Jamaica Ltd.

Japan

Mizuho Corporate Bank Ltd.

Sumitomo Mitsui Banking Corporation

Jordan

HSBC Bank Middle East Limited
(as delegate of the Hongkong and Shanghai Banking Corporation Limited)

Kazakhstan

HSBC Bank Kazakhstan
(as delegate of the Hongkong and Shanghai Banking Corporation Limited)

SCHEDULE A

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS

Market

Subcustodian

Kenya

Barclays Bank of Kenya Limited

Republic of Korea

Deutsche Bank AG

The Hongkong and Shanghai Banking Corporation Limited

Kuwait

HSBC Bank Middle East Limited
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)

Latvia

A/s Hansabanka

Lebanon

HSBC Bank Middle East
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)

Lithuania

SEB Vilniaus Bankas AB

Malaysia

Standard Chartered Bank Malaysia Berhad

Mali

via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast

Malta

The Hongkong and Shanghai Banking Corporation Limited

Mauritius

The Hongkong and Shanghai Banking Corporation Limited

Mexico

Banco Nacional de México S.A.

Morocco

Attijariwafa bank

Namibia

Standard Bank Namibia Limited

Netherlands

Deutsche Bank AG

SCHEDULE A

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS

Market

Subcustodian

New Zealand

The Hongkong and Shanghai Banking Corporation Limited

Niger

via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast

Nigeria

IBTC Chartered Bank Plc.

Norway

Skandinaviska Enskilda Bankken AB, Sweden (operating through its Oslo branch)

Oman

HSBC Bank Middle East Limited
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)

Pakistan

Deutsche Bank AG

Palestine

HSBC Bank Middle East Limited
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)

Panama

HSBC Bank (Panama) S.A.

Peru

Citibank del Péru, S.A.

Philippines

Standard Chartered Bank

Poland

Bank Handlowy w Warszawie S.A.

Portugal

Banco Comercial Português S.A.

Puerto Rico

Citibank N.A.

Qatar

HSBC Bank Middle East Limited
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)

Romania

ING Bank N.V.

SCHEDULE A

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS

Market

Subcustodian

Russia

ING Bank (Eurasia) ZAO, Moscow

Saudi Arabia

Saudi British Bank
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)

Senegal

via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast

Serbia

Unicredit Bank Serbia JSC

Singapore

DBS Bank Limited

United Overseas Bank Limited

Slovak Republic

Československá Obchodní Banka, A.S., pobocka zahranicnej banky v SR

Slovenia

Unicredit Bank Slovenija d.d.

South Africa

Nedbank Limited

Standard Bank of South Africa Limited

Spain

Deutsche Bank S.A.E.

Sri Lanka

The Hongkong and Shanghai Banking Corporation Limited

Swaziland

Standard Bank Swaziland Limited

Sweden

Skandinaviska Enskilda Banken AB

Switzerland

UBS AG

Taiwan - R.O.C.

Bank of Taiwan

Thailand

Standard Chartered Bank (Thai) Public Company Limited

SCHEDULE A

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS

Market

Subcustodian

Togo

via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast

Trinidad & Tobago

Republic Bank Limited

Tunisia

Banque Internationale Arabe de Tunisie

Turkey

Citibank, A.S.

Uganda

Barclays Bank of Uganda Limited

Ukraine

ING Bank Ukraine

United Arab Emirates -
Dubai Financial Market

HSBC Bank Middle East Limited
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)

United Arab Emirates -
Dubai International
Financial Center

HSBC Bank Middle East Limited
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)

United Kingdom

State Street Bank and Trust Company, United Kingdom Branch

Uruguay

Bank Itau Uruguay S.A.

Venezuela

Citibank, N.A.

Vietnam

The Hongkong and Shanghai Banking Corporation Limited

Zambia

Barclays Bank of Zambia Plc.

Zimbabwe

Barclays Bank of Zimbabwe Limited

SCHEDULE B

TO
Master Custodian Agreement

Eligible Securities Depositories

SCHEDULE B

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS

Country

Depositories

Argentina

Caja de Valores S.A.

Australia

Austraclear Limited

Austria

Oesterreichische Kontrollbank AG (Wertpapiersammelbank Division)

Bahrain

Clearing, Settlement, and Depository System of the Bahrain Stock Exchange

Bangladesh

Central Depository Bangladesh Limited

Belgium

Banque Nationale de Belgique

Euroclear Belgium

Benin

Dépositaire Central – Banque de Règlement

Bermuda

Bermuda Securities Depository

Brazil

Central de Custódia e de Liquidação Financeira de Títulos Privados (CETIP)

Companhia Brasileira de Liquidação e Custódia

Sistema Especial de Liquidação e de Custódia (SELIC)

Bulgaria

Bulgarian National Bank

Central Depository AD

Burkina Faso

Dépositaire Central – Banque de Règlement

Canada

The Canadian Depository for Securities Limited

Chile

Depósito Central de Valores S.A.

SCHEDULE B

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS

Country

Depositories

People’s Republic

China Securities Depository and Clearing Corporation Limited

of China

Shanghai Branch

China Securities Depository and Clearing Corporation Limited

Shenzhen Branch

Colombia

Depósito Central de Valores

Depósito Centralizado de Valores de Colombia S.A. (DECEVAL)

Costa Rica

Central de Valores S.A.

Croatia

Središnja Depozitarna Agencija d.d.

Cyprus

Central Depository and Central Registry

Czech Republic

Czech National Bank

Stredisko cenných papíru – Ceská republika

Denmark

Værdipapircentralen

Dubai International

Central Securities Depository department of the Dubai

Financial Center

International Financial Exchange

Egypt

Misr for Clearing, Settlement, and Depository S.A.E.

Central Bank of Egypt

Estonia

AS Eesti Väärtpaberikeskus

Finland

Suomen Arvopaperikeskus Oy

France

Euroclear France

Germany

Clearstream Banking AG, Frankfurt

SCHEDULE B

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS

Country

Depositories

Greece

Apothetirion Titlon AE - Central Securities Depository

Bank of Greece, System for Monitoring Transactions in Securities in

Book-Entry Form

Guinea-Bissau

Dépositaire Central – Banque de Règlement

Hong Kong

Central Moneymarkets Unit

Hong Kong Securities Clearing Company Limited

Hungary

Központi Elszámolóház és Értéktár (Budapest) Rt. (KELER)

Iceland

Icelandic Securities Depository Limited

India

Central Depository Services (India) Limited

National Securities Depository Limited

Reserve Bank of India

Indonesia

Bank Indonesia

PT Kustodian Sentral Efek Indonesia

Israel

Tel Aviv Stock Exchange Clearing House Ltd. (TASE Clearing House)

Italy

Monte Titoli S.p.A.

Ivory Coast

Dépositaire Central – Banque de Règlement

Jamaica

Jamaica Central Securities Depository

SCHEDULE B

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS

Country

Depositories

Japan

Bank of Japan - Net System

Japan Securities Depository Center (JASDEC) Incorporated

Jordan

Securities Depository Center

Kazakhstan

Central Securities Depository

Kenya

Central Depository and Settlement Corporation Limited

Central Bank of Kenya

Republic of Korea

Korea Securities Depository

Kuwait

Kuwait Clearing Company

Latvia

Latvian Central Depository

Lebanon

Banque du Liban

Custodian and Clearing Center of Financial Instruments

for Lebanon and the Middle East (Midclear) S.A.L.

Lithuania

Central Securities Depository of Lithuania

Malaysia

Bank Negara Malaysia

Bursa Malaysia Depository Sdn. Bhd.

Mali

Dépositaire Central – Banque de Règlement

Malta

Central Securities Depository of the Malta Stock Exchange

SCHEDULE B

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS

Country

Depositories

Mauritius

Bank of Mauritius

Central Depository and Settlement Co. Ltd.

Mexico

S.D. INDEVAL, S.A. de C.V.

Morocco

Maroclear

Namibia

Bank of Namibia

Netherlands

Euroclear Nederland

New Zealand

New Zealand Central Securities Depository Limited

Niger

Dépositaire Central – Banque de Règlement

Nigeria

Central Securities Clearing System Limited

Norway

Verdipapirsentralen

Oman

Muscat Depository & Securities Registration Company, SAOC

Pakistan

Central Depository Company of Pakistan Limited

State Bank of Pakistan

Palestine

Clearing, Depository and Settlement, a department

of the Palestine Securities Exchange

Panama

Central Latinoamericana de Valores, S.A. (LatinClear)

SCHEDULE B

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS

Country

Depositories

Peru

Caja de Valores y Liquidaciones, Institución de

Compensación y Liquidación de Valores S.A

Philippines

Philippine Depository & Trust Corporation

Registry of Scripless Securities (ROSS) of the Bureau of Treasury

Poland

Rejestr Papierów Wartościowych

Krajowy Depozyt Papierów Wartościowych S.A.

Portugal

INTERBOLSA – Sociedade Gestora de Sistemas de Liquidação

e de Sistemas Centralizados de Valores Mobiliários, S.A.

Qatar

Central Clearing and Registration (CCR), a

department of the Doha Securities Market

Romania

S.C. Depozitarul Central S.A.

National Bank of Romania

Russia

Vneshtorgbank, Bank for Foreign Trade of the Russian Federation

National Depository Center

Saudi Arabia

Tadawul Central Securities Depository

Senegal

Dépositaire Central – Banque de Règlement

Serbia

Central Registrar and Central Depository for Securities

Singapore

The Central Depository (Pte) Limited

Monetary Authority of Singapore

SCHEDULE B

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS

Country

Depositories

Slovak Republic

Náodná banka slovenska

Centralny depozitar cenných papierov SR, a.s.

Slovenia

KDD – Centralna klirinsko depotna druzba d.d.

South Africa

Strate Ltd.

Spain

IBERCLEAR

Sri Lanka

Central Depository System (Pvt) Limited

Sweden

Värdepapperscentralen VPC AB

Switzerland

SegaIntersettle AG (SIS)

Taiwan - R.O.C.

Taiwan Depository and Clearing Corporation

Thailand

Thailand Securities Depository Company Limited

Togo

Dépositaire Central – Banque de Règlement

Trinidad and Tobago

Central Bank of Trinidad and Tobago

Tunisia

Société Tunisienne Interprofessionelle pour la Compensation

et de Dépôts des Valeurs Mobilières (STICODEVAM)

Turkey

Central Bank of Turkey

Central Registry Agency

Uganda

Bank of Uganda

SCHEDULE B

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS

Country

Depositories

Ukraine

Mizhregionalny Fondovy Souz

National Bank of Ukraine

United Arab Emirates

Clearing and Depository System, a department of the Dubai Financial Market

Dubai International Financial Exchange Ltd. central securities depository

United Kingdom

Euroclear UK & Ireland Limited

Uruguay

Banco Central del Uruguay

Venezuela

Banco Central de Venezuela

Caja Venezolana de Valores

Vietnam

Vietnam Securities Depository

Zambia

Bank of Zambia

LuSE Central Shares Depository Limited

TRANSNATIONAL

Euroclear

Clearstream Banking, S.A.

SCHEDULE C

TO
Master Custodian Agreement

Market Information

SCHEDULE C

MARKET INFORMATION

Publication/Type of Information

Brief Description

(scheduled frequency)

The Guide to Custody in World Markets
(hardcopy annually and regular
website updates)

An overview of settlement and safekeeping procedures, custody practices and foreign investor considerations for the markets in which State Street offers custodial services.

Global Custody Network Review
(annually)

Information relating to Foreign Sub-Custodians in State Street’s Global Custody Network. The Review stands as an integral part of the materials that State Street provides to its U.S. mutual fund clients to assist them in complying with SEC Rule 17f-5. The Review also gives insight into State Street’s market expansion and Foreign Sub-Custodian selection processes, as well as the procedures and controls used to monitor the financial condition and performance of our Foreign Sub-Custodian banks.

Securities Depository Review
(annually)

Custody risk analyses of the Foreign Securities Depositories presently operating in Network markets. This publication is an integral part of the materials that State Street provides to its U.S. mutual fund clients to meet informational obligations created by SEC Rule 17f-7.

Global Legal Survey
(annually)

With respect to each market in which State Street offers custodial services, opinions relating to whether local law restricts (i) access of a fund’s independent public accountants to books and records of a Foreign Sub- Custodian or Foreign Securities System, (ii) a fund’s ability to recover in the event of bankruptcy or insolvency of a Foreign Sub-Custodian or Foreign Securities System, (iii) a fund’s ability to recover in the event of a loss by a Foreign Sub-Custodian or Foreign Securities System, and (iv) the ability of a foreign investor to convert cash and cash equivalents to U.S. dollars.

Subcustodian Agreements
(annually)

Copies of the contracts that State Street has entered into with each Foreign Sub-Custodian that maintains U.S. mutual fund assets in the markets in which State Street offers custodial services.

Global Market Bulletin
(daily or as necessary)

Information on changing settlement and custody conditions in markets where State Street offers custodial services. Includes changes in market and tax regulations, depository developments, dematerialization information, as well as other market changes that may impact State Street’s clients.

Foreign Custody Advisories
(as necessary)

For those markets where State Street offers custodial services that exhibit special risks or infrastructures impacting custody, State Street issues market advisories to highlight those unique market factors which might impact our ability to offer recognized custody service levels.

Material Change Notices
(presently on a quarterly basis or
as otherwise necessary)

Informational letters and accompanying materials confirming State Street’s foreign custody arrangements, including a summary of material changes with Foreign Sub-Custodians that have occurred during the previous quarter. The notices also identify any material changes in the custodial risks associated with maintaining assets with Foreign Securities Depositories.

SCHEDULE D

TO
Master Custodian Agreement

Special Sub-Custodians

[NONE]

SCHEDULE E

TO
Master Custodian Agreement

Funds Transfer Addendum

SCHEDULE E
FUNDS TRANSFER ADDENDUM

OPERATING GUIDELINES

1. OBLIGATION OF THE SENDER: State Street is authorized to promptly debit Client’s account(s) upon the receipt of a payment order in compliance with the selected Security Procedure chosen for funds transfer and in the amount of money that State Street has been instructed to transfer. State Street shall execute payment orders in compliance with the Security Procedure and with the Client’s instructions on the execution date provided that such payment order is received by the customary deadline for processing such a request, unless the payment order specifies a later time. All payment orders and communications received after this time will be deemed to have been received on the next business day.

2. SECURITY PROCEDURE: The Client acknowledges that the Security Procedure it has designated on the Selection Form was selected by the Client from Security Procedures offered by State Street. The Client agrees that the Security Procedures are reasonable and adequate for its wire transfer transactions and agrees to be bound by any payment orders, amendments and cancellations, whether or not authorized, issued in its name and accepted by State Street after being confirmed by any of the selected Security Procedures. The Client also agrees to be bound by any other valid and authorized payment order accepted by State Street. The Client shall restrict access to confidential information relating to the Security Procedure to authorized persons as communicated in writing to State Street. The Client must notify State Street immediately if it has reason to believe unauthorized persons may have obtained access to such information or of any change in the Client’s authorized personnel. State Street shall verify the authenticity of all instructions according to the Security Procedure.

3. ACCOUNT NUMBERS: State Street shall process all payment orders on the basis of the account number contained in the payment order. In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern. Financial institutions that receive payment orders initiated by State Street at the instruction of the Client may also process payment orders on the basis of account numbers, regardless of any name included in the payment order. State Street will also rely on any financial institution identification numbers included in any payment order, regardless of any financial institution name included in the payment order.

4. REJECTION: State Street reserves the right to decline to process or delay the processing of a payment order which (a) is in excess of the collected balance in the account to be charged at the time of State Street’s receipt of such payment order; (b) if initiating such payment order would cause State Street, in State Street’s sole judgment, to exceed any volume, aggregate dollar, network, time, credit or similar limits upon wire transfers which are applicable to State Street; or (c) if State Street, in good faith, is unable to satisfy itself that the transaction has been properly authorized.

5. CANCELLATION OR AMENDMENT: State Street shall use reasonable efforts to act on all authorized requests to cancel or amend payment orders received in compliance with the Security Procedure provided that such requests are received in a timely manner affording State Street reasonable opportunity to act. However, State Street assumes no liability if the request for amendment or cancellation cannot be satisfied.

6. ERRORS: State Street shall assume no responsibility for failure to detect any erroneous payment order provided that State Street complies with the payment order instructions as received and State Street complies with the Security Procedure. The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection of errors in payment orders.

7. INTEREST AND LIABILITY LIMITS: State Street shall assume no responsibility for lost interest with respect to the refundable amount of any unauthorized payment order, unless State Street is notified of the unauthorized payment order within thirty (30) days of notification by State Street of the acceptance of such payment order. In no event shall State Street be liable for special, indirect or consequential damages, even if advised of the possibility of such damages and even for failure to execute a payment order.

8. AUTOMATED CLEARING HOUSE (“ACH”) CREDIT ENTRIES/PROVISIONAL PAYMENTS: When a Client initiates or receives ACH credit and debit entries pursuant to these Guidelines and the rules of the National Automated Clearing House Association and the New England Clearing House Association, State Street will act as an Originating Depository Financial Institution and/or Receiving Depository Institution, as the case may be, with respect to such entries. Credits given by State Street with respect to an ACH credit entry are provisional until State Street receives final settlement for such entry from the Federal Reserve Bank. If State Street does not receive such final settlement, the Client agrees that State Street shall receive a refund of the amount credited to the Client in connection with such entry, and the party making payment to the Client via such entry shall not be deemed to have paid the amount of the entry.

9. CONFIRMATION STATEMENTS: Confirmation of State Street’s execution of payment orders shall ordinarily be provided within 24 hours. Notice may be delivered through State Street’s proprietary information systems, such as, but not limited to Horizon and GlobalQuest^®, account statements, advices, or by facsimile or callback. The Client must report any objections to the execution of a payment order within 30 days.

SCHEDULE E
FUNDS TRANSFER ADDENDUM

10. LIABILITY ON FOREIGN ACCOUNTS: State Street shall not be required to repay any deposit made at a non-U.S. branch of State Street, or any deposit made with State Street and denominated in a non-U.S. dollar currency, if repayment of such deposit or the use of assets denominated in the non-U.S. dollar currency is prevented, prohibited or otherwise blocked due to: (a) an act of war, insurrection or civil strife; (b) any action by a non-U.S. government or instrumentality or authority asserting governmental, military or police power of any kind, whether such authority be recognized as a defacto or a dejure government, or by any entity, political or revolutionary movement or otherwise that usurps, supervenes or otherwise materially impairs the normal operation of civil authority; or(c) the closure of a non-U.S. branch of State Street in order to prevent, in the reasonable judgment of State Street, harm to the employees or property of State Street. The obligation to repay any such deposit shall not be transferred to and may not be enforced against any other branch of State Street.

The foregoing provisions constitute the disclosure required by Massachusetts General Laws, Chapter 167D, Section 36.

While State Street is not obligated to repay any deposit made at a non-U.S. branch or any deposit denominated in a non-U.S. currency during the period in which its repayment has been prevented, prohibited or otherwise blocked, State Street will repay such deposit when and if all circumstances preventing, prohibiting or otherwise blocking repayment cease to exist.

11. MISCELLANEOUS: State Street and the Client agree to cooperate to attempt to recover any funds erroneously paid to the wrong party or parties, regardless of any fault of State Street or the Client, but the party responsible for the erroneous payment shall bear all costs and expenses incurred in trying to effect such recovery. These Operating Guidelines may not be amended except by a written agreement signed by State Street and the Client.

SCHEDULE E
FUNDS TRANSFER ADDENDUM

Security Procedure(s) Selection Form

Please select one or more of the funds transfer security procedures indicated below.

oSWIFT

SWIFT (Society for Worldwide Interbank Financial Telecommunication) is a cooperative society owned and operated by member financial institutions that provides telecommunication services for its membership. Participation is limited to securities brokers and dealers, clearing and depository institutions, recognized exchanges for securities, and investment management institutions. SWIFT provides a number of security features through encryption and authentication to protect against unauthorized access, loss or wrong delivery of messages, transmission errors, loss of confidentiality and fraudulent changes to messages. SWIFT is considered to be one of the most secure and efficient networks for the delivery of funds transfer instructions.

Selection of this security procedure would be most appropriate for existing SWIFT members.

oStanding Instructions

Standing Instructions may be used where funds are transferred to a broker on the Client’s established list of brokers with which it engages in foreign exchange transactions. Only the date, the currency and the currency amount are variable. In order to establish this procedure, State Street will send to the Client a list of the brokers that State Street has determined are used by the Client. The Client will confirm the list in writing, and State Street will verify the written confirmation by telephone. Standing Instructions will be subject to a mutually agreed upon limit. If the payment order exceeds the established limit, the Standing Instruction will be confirmed by telephone prior to execution.

oRemote Batch Transmission

Wire transfer instructions are delivered via Computer-to-Computer (CPU-CPU) data communications between the Client and State Street. Security procedures include encryption and or the use of a test key by those individuals authorized as Automated Batch Verifiers.

Clients selecting this option should have an existing facility for completing CPU-CPU transmissions. This delivery mechanism is typically used for high-volume business.

oGlobal Horizon Interchange^sm Funds Transfer Service

Global Horizon Interchange Funds Transfer Service (FTS) is a State Street proprietary microcomputer-based wire initiation system. FTS enables Clients to electronically transmit authenticated Fedwire, CHIPS or internal book transfer instructions to State Street.

This delivery mechanism is most appropriate for Clients with a low-to-medium number of transactions (5-75 per day), allowing Clients to enter, batch, and review wire transfer instructions on their PC prior to release to State Street.

oTelephone Confirmation (Callback)

Telephone confirmation will be used to verify all non-repetitive funds transfer instructions received via untested facsimile or phone. This procedure requires Clients to designate individuals as authorized initiators and authorized verifiers. State Street will verify that the instruction contains the signature of an authorized person and prior to execution, will contact someone other than the originator at the Client’s location to authenticate the instruction.

Selection of this alternative is appropriate for Clients who do not have the capability to use other security procedures.

oRepetitive Wires

For situations where funds are transferred periodically (minimum of one instruction per calendar quarter) from an existing authorized account to the same payee (destination bank and account number) and only the date and currency amount are variable, a repetitive wire may be implemented. Repetitive wires will be subject to a mutually agreed upon limit. If the payment order exceeds the established limit, the instruction will be confirmed by telephone prior to execution. Telephone confirmation is used to establish this process. Repetitive wire instructions must be reconfirmed annually.

This alternative is recommended whenever funds are frequently transferred between the same two accounts.

oTransfers Initiated by Facsimile

The Client faxes wire transfer instructions directly to State Street Mutual Fund Services. Standard security procedure requires the use of a random number test key for all transfers. Every six months the Client receives test key logs from State Street. The test key contains alpha-numeric characters, which the Client puts on each document faxed to State Street. This procedure ensures all wire instructions received via fax are authorized by the Client.

We provide this option for Clients who wish to batch wire instructions and transmit these as a group to State Street Mutual Fund Services once or several times a day.

SCHEDULE E
FUNDS TRANSFER ADDENDUM

oInstruct

Instruct is a State Street web-based application designed to provide internet-enabled remote access that allows for the capturing, verification and processing of various instruction types, including securities, cash and foreign exchange transactions. Instruct is designed using industry standard formats to facilitate straight-through processing. Instruct provides a number of security features through user entitlements, industry standard encryption protocols, digital security certificates and multiple tiers of user authentication requirements.

oSecure Transport

Secure Transport is a file transfer application based upon the Secure File Transfer Protocol standard that is designed to enable State Street clients/ investment managers to send file based transfer and transaction instructions over the internet. Secure Transport features multi-factor authenticators such as SecurID and digital certificates, and incorporates industry-standard encryption protocols.

oAutomated Clearing House (ACH)

State Street receives an automated transmission or a magnetic tape from a Client for the initiation of payment (credit) or collection (debit) transactions through the ACH network. The transactions contained on each transmission or tape must be authenticated by the Client. Clients using ACH must select one or more of the following delivery options:

oGlobal Horizon Interchange Automated Clearing House Service

Transactions are created on a microcomputer, assembled into batches and delivered to State Street via fully authenticated electronic transmissions in standard NACHA formats.

oTransmission from Client PC to State Street Mainframe with Telephone Callback

oTransmission from Client Mainframe to State Street Mainframe with Telephone Callback

oTransmission from DST Systems to State Street Mainframe with Encryption

oMagnetic Tape Delivered to State Street with Telephone Callback

State Street is hereby instructed to accept funds transfer instructions only via the delivery methods and security procedures indicated. The selected delivery methods and security procedure(s) will be effective _______________ for payment orders initiated by our organization.

Key Contact Information. Whom shall we contact to implement your selection(s)?

CLIENT OPERATIONS CONTACT

               ALTERNATE CONTACT

Name

Name

Address

Address

City/State/Zip Code

City/State/Zip Code

Telephone Number

Telephone Number

Facsimile Number

Facsimile Number

SWIFT Number

Telex Number

SCHEDULE E
FUNDS TRANSFER ADDENDUM

INSTRUCTION(S)

TELEPHONE CONFIRMATION

Fund

Investment Adviser

Authorized Initiators
     Please Type or Print

Please provide a listing of Fund officers or other individuals who are currently authorized to INITIATE wire transfer instructions to State Street:

NAME

TITLE (Specify whether position
is with Fund or Investment
Adviser)

SPECIMEN SIGNATURE

Authorized Verifiers
     Please Type or Print

Please provide a listing of Fund officers or other individuals who will be CALLED BACK to verify the initiation of repetitive wires of $10 million or more and all non-repetitive wire instructions:

NAME

CALLBACK PHONE NUMBER

DOLLAR LIMITATION (IF ANY)

SCHEDULE F

TO
Master Custodian Agreement

Mutual Confidentiality Agreement

[See attached]

MUTUAL CONFIDENTIALITY AGREEMENT

This Mutual Confidentiality Agreement (“Agreement”) is entered into on June 28, 2007 (but shall be considered effective as of May 15, 2007) by and between Teachers Insurance and Annuity Association of America, a New York corporation with a place of business at 8500 Andrew Carnegie Boulevard, Charlotte, North Carolina 28262 on behalf of itself and its affiliated entities and subsidiaries (hereinafter, collectively “TIAA”) and State Street Bank and Trust Company, a Massachusetts trust company with a place of business at 225 Franklin Street, Boston, Massachusetts 02110, on behalf of itself and its affiliated entities and subsidiaries (hereinafter, collectively “Participant”).

In consideration of the premises, the parties agree as follows:

1. Confidential Information. Confidential Information disclosed under this Agreement shall mean any of the following, whether in written or oral form:

          A. Any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finance, operations, customer relationships, customer profiles, sales estimates, business plans, pricing information, and internal performance results relating to the past, present, or future business activities of TIAA or Participant, their respective parent corporations, their respective subsidiaries and affiliated companies and the customers, clients, subcontractors, and suppliers of any of the foregoing;

          B. Any scientific or technical information, concepts, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords TIAA or Participant a competitive advantage over its competitors; and

          C. All confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, configurations, schedules, databases, inventions, know-how, show-how and trade secrets, whether or not patentable or copyrightable.

Confidential Information includes, without limitation, all documents, inventions, substances, engineering and laboratory notebooks, drawings, diagrams, specifications, bills of material, equipment, prototypes and models, and any other tangible manifestation of the foregoing which now exist or come into the control or possession of the party.

2. Confidentiality Obligations. Except as expressly authorized by prior written consent of the disclosing party (“Discloser”), the party receiving Confidential Information (“Recipient”) shall:

          A. Limit access to Discloser’s Confidential Information to Recipient’s employees or consultants who have a need-to-know in connection with the evaluation of the potential business transaction contemplated between the parties and any resulting relationship between the parties, and only for use in connection therewith;

          B. Advise those employees and consultants who have access to the Confidential Information of the proprietary nature thereof and of the obligations set forth in this Agreement;

          C. Take appropriate action by instruction or agreement with the employees and consultants having access to Discloser’s Confidential Information to fulfill Recipient’s obligations under this Agreement;

          D. Safeguard all of Discloser’s Confidential Information by using a reasonable degree of care, but not less than that degree of care used by Recipient in safeguarding its own similar information or material;

          E. Use all of Discloser’s Confidential Information solely for purposes of evaluating the potential business transactions between the parties and any resulting relationship between the parties; provided, however, that Participant may aggregate TIAA’s non-public portfolio holdings information with similar data of other clients of Participant and may report and use such aggregated data so long as such aggregated data is sufficiently large a sample that no Confidential Information of TIAA can be identified either directly or by inference or implication from such aggregated data;

          F. Not disclose any of Discloser’s Confidential Information to third parties, except as authorized by the Discloser.

Upon Discloser’s request, Recipient shall surrender to Discloser or, at Discloser’s request, destroy all memoranda, notes, records, drawings, manuals, records, and other documents or materials (and all copies of same) relating to or containing Discloser’s Confidential Information. When Recipient destroys or returns the materials, Recipient shall certify in writing that it has destroyed or returned all materials containing or relating to the Confidential Information. Notwithstanding the foregoing, Recipient may keep copies of the Discloser’s Confidential Information solely for the purpose of maintaining appropriate business records or as may be required by law or regulation, subject in all cases to Recipient’s confidentiality obligations in this Agreement.

3. Exceptions To Confidentiality. The obligations of confidentiality and restriction on use in Section 2 shall not apply to any Confidential Information that Recipient proves:

          A. Was in the public domain prior to the date of this Agreement or subsequently came into the public domain through no fault of Recipient;

          B. Was lawfully received by Recipient from a third party free of any obligation of confidence to the third party;

          C. Was already in Recipient’s possession prior to receipt from Discloser;

          D. Is required to be disclosed by law or regulation in a judicial or administrative proceeding, investigation, audit, regulatory examination or other similar process, or a civil investigative demand (if appropriate confidentiality protections are obtained by Discloser), after making commercially reasonable efforts to assist Discloser in maintaining such information in confidence, including, but not limited to, giving Discloser as much advance written notice as practical of the possibility of disclosure to allow Discloser to stop such disclosure or obtain a protective order concerning such disclosure; or

          E. Was previously and independently developed by Recipient’s employees, consultants, or agents without reference to Confidential Information.

4. Equitable Relief. Participant and TIAA agree that money damages would not be a sufficient remedy for breach of this Agreement. Accordingly, in addition to all other remedies that either party may have, a party shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any breach of this Agreement. The parties agree to waive any requirement for a bond in connection with any such injunctive or other equitable relief.

5. Products and Services. Nothing in this Agreement shall prohibit or restrict the rights of the Recipient or its affiliates to develop, use or market products or services similar to or competitive with those of the Discloser disclosed in the Confidential Information as long as Recipient shall not thereby breach this Agreement.

6. Term. This Agreement shall commence on the date shown herein and shall continue until the earlier of (i) one year following such date, or (ii) the execution of definitive service agreements between TIAA and Participant for custody, fund accounting and other ancillary services. The obligations of confidentiality in this Agreement shall survive termination for 5 years or, if shorter, for the longest time allowed under applicable law.

7. Governing Law. This Agreement and performance under it shall be governed by the laws of the State of New York, excluding its conflicts of laws rules.

8. General. This Agreement may not be assigned or otherwise transferred by either party, in whole or in part, without the prior written consent of the other party. This Agreement contains the entire and exclusive agreement of the parties and supersedes any previous understanding or agreement related to confidentiality regarding the potential business transactions between the parties, whether written or oral. All changes or modifications to this Agreement must be agreed in writing by the parties. Failure by any party to enforce any contract term shall not be deemed a waiver of future enforcement of that or any other term. The provisions of this Agreement are to be considered severable. Each party intends that a facsimile of its signature printed by a receiving fax machine be regarded as an original signature and agrees that this Agreement can be executed in any number of counterparts, each of which shall be effective only upon delivery and thereafter shall be deemed an original.

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

STATE STREET BANK AND TRUST COMPANY

By:

By:

(Authorized Signature)

(Authorized Signature)

Name:

Name:  James M. Keenan

Title:  Senior Vice President

Title:

MUTUAL CONFIDENTIALITY AGREEMENT

This Mutual Confidentiality Agreement (“Agreement”) is entered into on June 28, 2007 (but shall be considered effective as of May 15, 2007) by and between Teachers Insurance and Annuity Association of America, a New York corporation with a place of business at 8500 Andrew Carnegie Boulevard, Charlotte, North Carolina 28262 on behalf of itself and its affiliated entities and subsidiaries (hereinafter, collectively “TIAA”) and State Street Bank and Trust Company, a Massachusetts trust company with a place of business at 225 Franklin Street, Boston, Massachusetts 02110, on behalf of itself and its affiliated entities and subsidiaries (hereinafter, collectively “Participant”).

In consideration of the premises, the parties agree as follows:

1. Confidential Information. Confidential Information disclosed under this Agreement shall mean any of the following, whether in written or oral form:

          A. Any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finance, operations, customer relationships, customer profiles, sales estimates, business plans, pricing information, and Internal performance results relating to the past, present, or future business activities of TIAA or Participant their respective parent corporations, their respective subsidiaries and affiliated companies and the customers, clients, subcontractors, and suppliers of any of the foregoing;

          B. Any scientific or technical information, concepts, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords TIAA or Participant a competitive advantage over its competitors; and

          C. All confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, configurations, schedules, databases, inventions, know-how, show-how and trade secrets, whether or not patentable or copyrightable.

Confidential Information includes, without limitation, all documents, inventions, substances, engineering and laboratory notebooks, drawings, diagrams, specifications, bills of material, equipment prototypes and models, and any other tangible manifestation of the foregoing which now exist or come into the control or possession of the party.

2. Confidentiality Obligations. Except as expressly authorized by prior written consent of the disclosing party (“Discloser”), the party receiving Confidential Information (“Recipient”) shall:

          A. Limit access to Discloser’s Confidential Information to Recipient’s employees or consultants who have a need-to-know in connection with the evaluation of the potential business transaction contemplated between the parties and any resulting relationship between the parties, and only for use in connection therewith;

          B. Advise those employees and consultants who have access to the Confidential Information of the proprietary nature thereof and of the obligations set forth in this Agreement;

          C. Take appropriate action by instruction or agreement with the employees and consultants having access to Discloser’s Confidential Information to fulfill Recipient’s obligations under this Agreement;

           D. Safeguard all of Discloser’s Confidential Information by using a reasonable degree of care, but not less than that degree of care used by Recipient in safeguarding its own similar information or material;

          E. Use all of Discloser’s Confidential Information solely for purposes of evaluating the potential business transactions between the parties and any resulting relationship between the parties; provided, however, that Participant may aggregate TIAA’s non-public portfolio holdings information with similar data of other clients of Participant and may report and use such aggregated data so long as such aggregated data is sufficiently large a sample that no Confidential Information of TIAA can be identified either directly or by inference or implication from such aggregated data;

          F. Not disclose any of Discloser’s Confidential Information to third parties, except as authorized by the Discloser.

Upon Discloser’s request, Recipient shall surrender to Discloser or, at Discloser’s request destroy all memoranda, notes, records, drawings, manuals, records, and other documents or materials (and all copies of same) relating to or containing Discloser’s Confidential Information. When Recipient destroys or returns the materials, Recipient shall certify in writing that it has destroyed or returned all materials containing or relating to the Confidential Information. Notwithstanding the foregoing, Recipient may keep copies of the Discloser’s Confidential Information solely for the purpose of maintaining appropriate business records or as may be required by law or regulation, subject in all cases to Recipient’s confidentiality obligations in this Agreement.

3. Exceptions To Confidentiality. The obligations of confidentiality and restriction on use in Section 2 shall not apply to any Confidential Information that Recipient proves:

          A. Was in the public domain prior to the date of this Agreement or subsequently came into the public domain through no fault of Recipient;

          B. Was lawfully received by Recipient from a third party free of any obligation of confidence to the third party;

          C. Was already in Recipient’s possession prior to receipt from Discloser;

          D. Is required to be disclosed by law or regulation in a judicial or administrative proceeding, investigation, audit, regulatory examination or other similar process, or a civil investigative demand (if appropriate confidentiality protections are obtained by Discloser), after making commercially reasonable efforts to assist Discloser in maintaining such information in confidence, including, but not limited to, giving Discloser as much advance written notice as practical of the possibility of disclosure to allow Discloser to stop such disclosure or obtain a protective order concerning such disclosure; or

          E. Was previously and independently developed by Recipient’s employees, consultants, or agents without reference to Confidential Information.

4. Equitable Relief. Participant and TIAA agree that money damages would not be a sufficient remedy for breach of this Agreement. Accordingly, in addition to all other remedies that either party may have, a party shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any breach of this Agreement. The parties agree to waive any requirement for a bond in connection with any such injunctive or other equitable relief.

5. Products and Services. Nothing in this Agreement shall prohibit or restrict the rights of the Recipient or its affiliates to develop, use or market products or services similar to or competitive with those of the Discloser disclosed in the Confidential Information as long as Recipient shall not thereby breach this Agreement.

6. Term. This Agreement shall commence on the date shown herein and shall continue until the earlier of (i) one year following such date, or (ii) the execution of definitive service agreements between TIAA and Participant for custody, fund accounting and other ancillary services. The obligations of confidentiality in this Agreement shall survive termination for 5 years or, if shorter, for the longest time allowed under applicable law.

7. Governing Law. This Agreement and performance under it shall be governed by the laws of the State of New York, excluding its conflicts of laws rules.

8. General. This Agreement may not be assigned or otherwise transferred by either party, in whole or in part, without the prior written consent of the other party. This Agreement contains the entire and exclusive agreement of the parties and supersedes any previous understanding or agreement related to confidentiality regarding the potential business transactions between the parties, whether written or oral. All changes or modifications to this Agreement must be agreed in writing by the parties. Failure by any party to enforce any contract term shall not be deemed a waiver of future enforcement of that or any other term. The provisions of this Agreement are to be considered severable. Each party intends that a facsimile of its signature printed by a receiving fax machine be regarded as an original signature and agrees that this Agreement can be executed in any number of counterparts, each of which shall be effective only upon delivery and thereafter shall be deemed an original.

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

STATE STREET BANK AND TRUST COMPANY

By:

By:

(Authorized Signature)

(Authorized Signature)

Name:  Phillip G. Goff

Name:

Title:  Funds Treasurer

Title:

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Exhibit 99.(h)(8)

FORM OF AMENDMENT TO THE RETIREMENT SERVICE AGREEMENT
FOR THE TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

          AMENDMENT, dated November 30, 2007, to the Retirement Service Agreement, dated February 1, 2006 (the “Agreement”), as amended, by and between TIAA-CREF Institutional Mutual Funds (the “Trust”) and Teachers Advisors, Inc. (“Advisors”).

          WHEREAS, the Trust has established three additional series that will offer Retirement Class shares (collectively, the “Funds”) and Trust desires to retain Advisors to provide or to arrange for the provision of a variety of administrative and shareholder services to the Funds’ Retirement Class shares in accordance with the terms and provisions of the Agreement.

          NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the Trust and Advisors hereby agree to amend the Agreement as follows:

3.

The following shall be added to Schedule A of the Agreement:

Name of Fund

Service Fee

(as a percentage of the average daily value
of the Fund’s net assets)

Lifecycle 2045 Fund

Retirement Class Shares

0.25%

Lifecycle 2050 Fund

Retirement Class Shares

0.25%

Lifecycle Retirement Income Fund

Retirement Class Shares

0.25%

          IN WITNESS WHEREOF, the Trust and Advisors have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers on the day and year first written above.

TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

By:

Title:

TEACHERS ADVISORS, INC.

By:

Title:

EX-99.(H)(9) 23 c50184_ex99-h9.htm
Exhibit 99.(h)(9)

INVESTMENT ACCOUNTING AGREEMENT

          This Investment Accounting Agreement (the “Agreement”) is made effective as of this 20^th day of November, 2007 by and between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under the laws of the commonwealth of Massachusetts (“State Street”), each open-end registered investment company identified on Schedule A attached hereto, as such schedule may be amended from time to time (each such registered management investment company shall hereinafter be referred to as a “Fund” and, collectively, the “Funds”).

          Although the parties have executed this Agreement in the form of a Master Investment Accounting Agreement for administrative convenience, this Agreement shall create a separate Investment Accounting Agreement for each Fund, as though State Street had executed a separate, form of Investment Accounting Agreement with each Fund. No rights, responsibilities or liabilities of any Fund shall be attributed to any other Fund.

RECITALS:

          WHEREAS, the Fund is an open-end management investment company registered with the United States Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the “1940 Act”);

          WHEREAS, the Fund issues shares in separate series or accounts, with each such series or account representing interests in a separate portfolio of securities and other assets, as identified on Schedule A hereto with respect to the Fund (each separate series or account of the Fund shall hereinafter be referred to a “Portfolio” and collectively, the “Portfolios”);

          WHEREAS, the Fund desires to contract with State Street, on behalf of each Portfolio, to perform certain investment accounting and recordkeeping functions for the investment securities, other non-cash investment properties, and monies (the “Assets”) held by the Portfolio; and

          WHEREAS, State Street is willing to accept such appointment on the terms and conditions hereinafter set forth;

          NOW THEREFORE, for and in consideration of the mutual promises contained herein, the parties hereto, intending to be legally bound, mutually covenant and agree as follows:

SECTION 1 APPOINTMENT. The Fund, on behalf of each Portfolio, hereby contracts with State Street to perform the investment accounting and recordkeeping functions relating to portfolio transactions required of a duly registered investment company under Section 31(a) of the 1940 Act and the rules and regulations promulgated thereunder; calculate the net asset values of the Portfolios; and provide other data and information to the Fund, all as further described in Schedule B attached hereto and incorporated herein by reference.

SECTION 2

REPRESENTATIONS AND WARRANTIES

          SECTION 2.1 FUND REPRESENTATIONS AND WARRANTIES. Fund hereby represents, warrants, covenants and acknowledges to State Street:

1)

That it is duly organized and existing and in good standing under the laws of its state of organization, and that it is registered under the 1940 Act; and

2)

That it has the requisite power and authority under its declaration of trust, bylaws, or other governing documents (“governing documents”), and applicable law to enter into this Agreement; it has taken all requisite action necessary to contract with State Street; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation of it, enforceable in accordance with its terms; and the person executing this Agreement on its behalf has the authority to do so.

          SECTION 2.2 STATE STREET REPRESENTATIONS AND WARRANTIES. State Street hereby represents, warrants, covenants and acknowledges to the Fund:

1)

That it is a trust company duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts; and

2)

That it has the requisite power and authority under applicable law, its charter and its bylaws to enter into and perform this Agreement; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation of it, enforceable in accordance with its terms; and the person executing this Agreement on its behalf has the authority to do so

3)

That the core standard operating policies and procedures of State Street’s Investment Services Division, which policies and procedures State Street believes are applicable to the Federal Securities Laws (as such term is defined in Rule 38a-1 of the 1940 Act (collectively, the “Federal Securities Laws”)) and which relate to the services to be provided by State Street to the Fund under the terms of this Agreement (the “Policies and Procedures”), are reasonably designed to provide reasonable assurance that they will prevent, detect and correct violations by State Street of applicable Federal Securities Laws which relate to the services to be provided by State Street to the Fund under the terms of this Agreement. State Street shall provide a summary of the Policies and Procedures referenced above to the Fund’s Chief Compliance Officer (“CCO”), and upon request of the CCO, make updated versions of such summaries available to the CCO at least on an annual basis. Further, State Street will promptly notify the CCO of any material change to the Policies and Procedures as soon as reasonably practicable after such change has been implemented, and provide a summary of each such change together with such notice;

4)

That State Street shall meet with the CCO on an annual basis to review and discuss the Policies and Procedures, as well as on a reasonable interim basis, as requested by the CCO. State Street further shall provide to the CCO a certification with respect to items referenced in Sections 2.2(5)(a)-(c) below and the Policies and Procedures on a quarterly basis to the CCO, and such other documentation as the CCO shall reasonably request from time to time (subject to State Street’s applicable internal confidentiality and other policy restrictions);

5)

That State Street shall notify the CCO in writing as promptly as reasonably practicable, including during any period of time between the quarterly certifications referred to in Section 2.2(4) above, of any of the following material compliance matters (as defined in Rule 38a-1 under the 1940 Act) that has come to State Street’s attention with respect to its activities pursuant to this Agreement and which relate to the services to be provided by State Street to the Fund under the terms of this Agreement:

(d)

a violation of the Federal Securities Laws by State Street or any of its officers, trustees, employees, or agents;

(e)

a violation of State Street’s Policies and Procedures; or

(f)

a weakness in the design or implementation of State Street’s Policies and Procedures.

SECTION 3

DUTIES AND RESPONSIBILITIES OF THE PARTIES

          SECTION 3.1 DELIVERY OF ACCOUNTS AND RECORDS. The Fund will turn over or cause to be turned over to State Street all accounts and records needed by State Street to perform its duties and responsibilities hereunder fully and properly. State Street shall assist the Fund in determining the types of accounts and records needed by State Street to perform its duties and obligations hereunder. State Street may rely conclusively on the completeness and correctness of such accounts and records, provided State Street acts reasonably and in good faith in so relying.

          SECTION 3.2 ACCOUNTS AND RECORDS; ACCESS

          3.2.1 State Street will prepare and maintain for the Fund, under the direction of and as interpreted by the Fund, the Fund’s or Portfolios’ accountants, investment manager and/or other advisors, in complete, accurate and current form such accounts and records: (1) required to be maintained by the Fund with respect to portfolio transactions under Section 31(a) of the 1940 Act and the rules and regulations promulgated thereunder; (2) required as a basis for calculation of each Portfolio’s net asset value; and (3) as otherwise reasonably agreed upon by the parties. The Fund will advise State Street in writing of all applicable record retention requirements other than those set forth in the 1940 Act. State Street will preserve such accounts and records during the term of this Agreement in the manner and for the periods prescribed in the 1940 Act or for such longer period as is agreed upon by the parties. The Fund will furnish, in writing or its electronic or digital equivalent, accurate and timely information needed and reasonably requested by State Street to complete such accounts and records when such information is not readily available from generally accepted securities industry services or publications.

          3.2.2 The Fund and State Street shall comply with the reasonable requests of the other party for information necessary to the requestor’s performance of its duties in connection with this Agreement, or to ensure compliance with applicable law, including, without limitation, requests by the Fund’s Auditor (as defined below) to review books and records of the Fund in connection with this Agreement.

          3.2.3 In addition to the obligations of State Street under Section 3.3 below, upon request of the Fund (which shall include reasonable advance notice), State Street shall grant reasonable access, during normal business hours, to the Fund’s duly authorized officers, employees, investment manager or adviser, agents and independent registered public accounting firm (“Auditor”) (with such officers, employees, investment manager or adviser, agents and Auditor all being subject to compliance with State Street’s confidentiality and security policies and procedures), to State Street’s business facilities and personnel to the extent such facilities and personnel are used in connection with State Street’s accounting and recordkeeping services to be provided hereunder, for the purposes of: (i) conducting a due diligence review of State Street’s technology systems to be used in providing accounting and recordkeeping services; (ii) performing an audit in accordance with the Fund’s own business continuity program(s); (iii) complying with any regulatory requirements applicable to the Fund; and (iv) conducting an annual or other periodic compliance review or audit by the CCO.

          3.2.4 Notwithstanding the foregoing provisions, State Street reserves the right to impose reasonable limitations on the number, frequency, timing and scope of audits and inspections requested by the Fund or its Auditor so as to prevent or minimize any potential impairment or disruption of its operations, distraction of its personnel or breaches of security, policies, confidentiality or regulatory limitations or requirements.

          3.2.5 State Street will provide the Fund, during the term of this Agreement and upon request, a SAS 70 Level II report at least once a year, or at such greater frequency as such SAS 70 Level II report is prepared by State Street with respect to its investment accounting and recordkeeping services provided hereunder. State Street shall notify the Funds of any such change in frequency.

          SECTION 3.3 ACCOUNTS AND RECORDS PROPERTY OF FUND. State Street acknowledges that all of the accounts and the records maintained by State Street pursuant hereto with respect to the Fund (i) are the sole and exclusive property of the Fund, (ii) shall, subject to Section 3.2.4, at all times during the normal business hours of State Street be open for inspection by duly authorized officers, employees or agents of the Fund and its Auditor, employees and agents of the SEC and any state securities authority, and (iii) will otherwise be delivered or made available to the Fund for inspection or reproduction within a reasonable period of time, in each case upon the demand of the Fund. State Street will assist the Fund’s Auditor or any regulatory body, in any requested review of the Fund’s accounts and records, but the Fund will reimburse State Street for all reasonable expenses and employee time invested in any such review outside of routine and normal periodic reviews. Upon receipt from the Fund of the necessary information or Proper Instructions (as defined below), State Street will supply information from the books and records it maintains for the Fund that the Fund may reasonably request for tax returns, questionnaires, periodic reports to shareholders, SEC filings and such other filings, reports and information requests as the Fund and State Street may agree upon from time to time.

          SECTION 3.4 ADOPTION OF PROCEDURES. State Street and the Fund may from time to time adopt such procedures as they agree upon, and State Street may conclusively assume that no procedure approved or directed by the Fund or the Fund’s or Portfolio’s accountants, Auditor or other advisors conflicts with or violates any requirements of the governing documents, prospectus, any applicable law, rule or regulation, or any order, decree or agreement by which the Fund may be bound, provided that such assumption is in good faith and reasonable. The

Fund will be responsible for notifying State Street of any changes in statutes, regulations, rules, requirements or policies (other than the 1940 Act and the rules and regulations promulgated thereunder) which may impact State Street responsibilities or procedures under this Agreement.

          SECTION 3.5 VALUATION OF ASSETS. State Street will value the Assets of the Fund in accordance with the Fund’s Proper Instructions and utilizing the information sources as designated from time to time by the Fund (“Pricing Sources”) on the Price Source and Methodology Authorization Matrix, substantially in the form attached hereto as Schedule C and as mutually agreed to by the parties.

          SECTION 3.6 CALCULATION OF NET ASSET VALUE AND NET INCOME. State Street shall compute the net asset value per share of each Portfolio and/or class of shares thereof. State Street shall also calculate daily the net income of each applicable Portfolio as described in the applicable prospectus and shall advise the Fund and the Fund’s transfer agent daily of the total amounts of such net income. If instructed in writing by an officer of the Fund on behalf of such Portfolio to do so, State Street also shall advise the transfer agent periodically of the division of such net income among its various components. The calculations of the net asset value per share and the daily income of each Portfolio shall be made at the time or times described from time to time in the applicable prospectus.

SECTION 4

PROPER INSTRUCTIONS.

As soon as reasonably practical following the execution of this Agreement, and thereafter as appropriate based on changes of personnel of the Fund or its service providers or otherwise, an officer of the Fund shall certify to State Street in writing a list of the names and specimen signatures of persons then authorized to give Proper Instructions to State Street (“Authorized Persons”). This certification shall include a statement and evidence of the officer’s authorization to provide the list of Authorized Persons. The term “Authorized Persons” may include the Fund’s or a Portfolio’s employees and agents, including investment managers, advisers, administrators and their employees. State Street shall be entitled to rely upon the identity and authority of such persons until it receives a Proper Instruction or duly authorized certification to the contrary.

“Proper Instructions”, which may also be standing instructions, as used throughout this Agreement, shall mean instructions received by State Street from Authorized Persons.. Such instructions may be in writing signed by the Authorized Person(s) or may be in a tested communication (e.g., a key pad or test key) or in a communication that utilizes access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed to from time to time by State Street and the person or entity giving such instructions, provided that the Fund has followed any security procedures agreed to from time to time by the Fund and State Street. Oral instructions will be considered Proper Instructions if State Street reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved.

Unless a certification delegating authority to any person to give Proper Instructions specifically limits such authority to specific matters or requires that the approval of anyone else will first have been obtained, State Street will be under no obligation to inquire into the right of such person, acting alone, to give any Proper Instructions whatsoever. The Fund will provide upon State Street’s request a certificate signed by an Authorized Person or an officer of the Fund as conclusive proof of any fact or matter required to be ascertained from the Fund hereunder. The

Fund will also provide State Street Proper Instructions with respect to any matter concerning this Agreement requested by State Street. If State Street reasonably believes that it could not prudently act according to the Proper Instructions, or the instruction or advice of the Fund’s or a Portfolio’s accountants or counsel, it may in its discretion, communicate such belief to the Fund and refrain from acting in accordance therewith.

SECTION 5

LIMITATION OF LIABILITY; INDEMNIFICATION.

          SECTION 5.1. INDEMNIFICATION OF STATE STREET BY THE FUND. State Street shall be held to the standard of reasonable care in carrying out the provisions of this Agreement. However, State Street is not responsible or liable for, and the Fund will promptly indemnify and hold State Street harmless from and against, any and all direct costs, expenses, losses, damages, charges, reasonable counsel fees, payments and liabilities that are incurred by State Street or for which State Street is held to be liable, arising out of or attributable to State Street’s entrance into this Agreement, as a result of State Street following any Proper Instructions, or as a result of any other action or inaction of State Street in the performance of its duties under this Agreement, provided, however, that any such action or inaction was in good faith and in the exercise of reasonable care; and provided, further, that such indemnity and hold harmless obligation shall not apply to any costs, expenses, losses, damages, charges, reasonable counsel fees, payments or liabilities to the extent arising out of the State Street’s negligence, bad faith or willful misconduct.

          Any amounts payable by the Fund under this Section 5 shall be satisfied only against the assets of the Fund and only against the Portfolio(s) involved in the matter and not against the assets of any other Fund(s) or Portfolio(s).

          SECTION 5.2. OTHER LIMITATIONS OF STATE STREET’S LIABILITY. Without limiting the generality of Section 5.1, State Street is not responsible or liable hereunder for:

1)

State Street’s action or failure to act hereunder upon any advice, notice, request, consent, certificate or other instrument or paper reasonably appearing to it to be genuine and to have been properly executed, including any communications, data or other information received by State Street by means of the Systems (as such term is defined in the Master Remote Access Services Agreement of even date herewith by and between the Funds and State Street (the “Remote Access Agreement”) or any electronic system of communication;

2)

State Street’s action or failure to act in good faith reliance on the advice or opinion of counsel for the Fund or of its own counsel with respect to questions or matters of law arising under this Agreement, the reasonable costs for any such advice or opinion may be obtained by State Street at the expense of the Fund, or on the advice or statements of any officer or employee of the Fund, or the Fund’s Auditor, accountants or other authorized individuals, and other persons believed by it in good faith to be experts in matters upon which they are consulted;

3)

Any error, omission, inaccuracy or other deficiency in any Portfolio’s accounts and records or other information provided to State Street by or on behalf of the Fund, including the accuracy of the prices quoted by the Pricing Sources, or the information supplied by the Fund to value the Assets, or the failure of the

Fund to provide, or provide in a timely manner, any accounts, records, or information needed by State Street to perform its duties hereunder; or

4)

Loss occasioned by the acts, omissions, defaults or insolvency of any broker, bank, trust company, securities system or any other person with whom State Street may deal.

          SECTION 5.3 INDEMNIFICATION OF THE FUND BY STATE STREET. State Street shall promptly indemnify and hold the Fund harmless from and against any and all direct costs, expenses, losses, damages, charges, reasonable counsel fees, payments and liabilities that are incurred by the Fund or for which the Fund is held to be liable, to the extent arising out of or attributable to the failure of State Street to exercise the standard of care set forth in Section 5.1 above; provided, however, that such indemnity and hold harmless obligation shall not apply to any costs, expenses, losses, damages, charges, reasonable counsel fees, payments or liabilities to the extent arising out of the Fund’s negligence, bad faith or willful misconduct.

          SECTION 5.4 INDEMNIFICATION PROCEDURES. Promptly after receipt by the Fund or State Street of notice of a matter that may be covered under the indemnification provisions of Section 5.1 or 5.3, as applicable (each, a “Claim”), the party making a claim for indemnification (the “Claimant”) shall promptly notify the other party from which the Claimant is seeking indemnification (the “Indemnitor”); provided, however, that a delay by Claimant in notifying Indemnitor of a Claim shall not permit Indemnitor to avoid its indemnification obligations hereunder except to the extent Indemnitor is actually prejudiced by such delay. The Claimant shall provide the Indemnitor with complete details and pleadings requested by the Indemnitor concerning the Claim and shall cooperate fully and in good faith with the Indemnitor in investigating and defending the Claim. The Indemnitor will be entitled to timely participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above. In the event the Indemnitor elects to assume the defense of any such suit and retain counsel, the Claimant and/or any of its affiliated persons named as defendant or defendants in the suit may retain additional counsel but Claimant shall bear the fees and expenses of such counsel unless the Indemnitor shall have specifically authorized the retaining of such counsel. The Claimant shall in no event confess any claim or settle or make any compromise in any case in which the Indemnitor may be required to indemnify the Claimant except with the Indemnitor’s prior written consent.

          SECTION 5.5. LIMITATION OF DAMAGES. Notwithstanding any provision herein to the contrary, none of the parties hereto shall be liable for any indirect, consequential, incidental, exemplary, punitive or special damages, even if such party has been apprised of the likelihood of such damages occurring.

          SECTION 5.6. FORCE MAJEURE. Notwithstanding anything herein to the contrary, neither the Fund nor State Street shall be liable to the other for the failure or delay in performance of its obligations hereunder, or those of any entity for which it is responsible hereunder, arising out of or caused, directly or indirectly, by circumstances beyond the affected entity’s reasonable control, including, without limitation: any interruption, loss or malfunction of any utility, transportation, computer (hardware or software) or communication service; inability to obtain labor, material, equipment or transportation, or a delay in mails; governmental or exchange action, statute, ordinance, rulings, regulations or direction; war, strike, riot, emergency, civil

disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornadoes, acts of God or public enemy, revolutions, or insurrection.

SECTION 6 COMPENSATION. In consideration for its services hereunder, State Street shall be paid the compensation set forth in a separate fee schedule, incorporated herein by reference, to be agreed to in writing by the Fund, its investment adviser (as applicable) and State Street from time to time, and, upon reasonable demand, reimbursement for cash disbursements incurred by State Street in connection with the performance of services hereunder.

SECTION 7

TERM AND TERMINATION.

          SECTION 7.1 INITIAL TERM. The initial term of this Agreement is for a period of one (1) year. Thereafter, either the Fund or State Street may terminate this Agreement by written notice to the other party and received not less than 120 days prior to the date upon which such termination will take effect, in the case of termination by State Street, and not less than 60 days prior to the date upon which such termination will take effect, in the case of termination by the Fund.

          Upon termination hereof with respect to the Fund:

1) State Street shall be paid its fees and compensation due hereunder and its reimbursable disbursements, costs and expenses paid or incurred to such date;

2) The Fund will designate a successor (which may be the Fund) by Proper Instruction to State Street; and

3) State Street will, upon payment of all sums due to State Street from the Fund hereunder or otherwise that are not the subject of reasonable dispute, promptly deliver all accounts and records and other properties of Fund to the designated successor, or, if none is designated, to the Fund, at State Street’s Quincy, Massachusetts office. Records maintained in electronic form on State Street’s systems shall be delivered in machine readable form.

          SECTION 7.2 EFFECT OF TERMINATION. Termination of this Agreement with respect to the Fund or a particular Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio.

          SECTION 7.3 RECORDS STORAGE. In the event that accounts, records or other properties remain in the possession of State Street after the date of termination hereof for any reason other than State Street’s failure to deliver the same, State Street is entitled to reasonable compensation for the costs of storage thereof during such period, and shall be entitled to destroy the same if not removed by the Fund within one-hundred eighty (180) days after written demand.

SECTION 8

GENERAL

          SECTION 8.1 BUSINESS CONTINUITY PLAN. State Street shall maintain a comprehensive business continuity plan that is commercially reasonable and complies with applicable law, rules and regulations. State Street will provide an executive summary of such plan upon reasonable request of the Fund. State Street will test the adequacy of its business continuity plan at least

annually. In the event of business disruption that materially impacts State Street’s provision of service under this Agreement, State Street will promptly notify the Fund of the disruption and the steps being taken in response.

          SECTION 8.2 INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection with the operation of this Agreement, State Street and the Fund (on behalf of each of the Portfolios), may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement, provided that no such interpretive or additional provisions shall contravene any applicable laws or regulations or any provision of the Fund’s governing documents. Any agreement as to interpretive or additional provisions shall be in a writing signed by all parties. Unless such writing specifically provides otherwise, no interpretive or additional provisions made as provided above shall be deemed to be an amendment of this Agreement.

          SECTION 8.3 CONSTRUCTION AS TO THE PORTFOLIOS. Under no circumstances will the rights, liabilities, obligations or remedies with respect to a particular Portfolio constitute a right, obligation or remedy applicable to any other Portfolio. The use of this single document to memorialize the separate agreement as to each Portfolio is understood to be for clerical convenience only and will not constitute any basis for joining the other Portfolios for any reason. Unless the context otherwise requires, with respect to every transaction covered hereby, every reference herein to the Fund is deemed to relate solely to the particular Portfolio to which such transaction relates.

          SECTION 8.4 MASSACHUSETTS LAW TO APPLY. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts.

          SECTION 8.5 PRIOR AGREEMENTS. This Agreement supersedes and terminates, as of the date hereof, the provisions within all prior agreements between the Fund on behalf of each of its Portfolios and State Street that relate to the accounting and recordkeeping of the Assets.

          SECTION 8.6 INSTRUCTIONS AND NOTICES. Each party hereto shall designate from time to time the person(s) and address(es) to which Proper Instructions, notices and other communications related to the daily operations must be sent. All other notices or other communications given hereunder (including, but not limited to, termination, breach, or default notices) may be delivered: (i) in person to the offices of the parties at the addresses of the parties set forth below during normal business hours: (ii) by prepaid, certified U.S. mail (in which case it shall be deemed to have been served at the expiration of five business days after posting) to the addresses of the parties set forth below; (iii) by facsimile or telecopy to the numbers of the parties set forth below (in which case it shall be deemed to have been served on the business day after the receipt thereof; provided, however, that written confirmation of transmission from the transmitting equipment must be delivered to the receiving party promptly thereafter for notice to be effective); or (iv) by any other means mutually agreed upon in writing by the parties. Either the Fund or State Street may change its delivery information from time to time by written notice given as aforesaid to the other.

To the Fund:

COLLEGE RETIREMENT EQUITIES FUND

Attention: Funds Treasurer

8500 Andrew Carnegie Boulevard

Charlotte, NC 28262

Telephone: 704-988-5244

Facsimile/Telecopy: 704-988-5247

With a copy to:

General Counsel – Asset Management

TIAA-CREF

730 Third Avenue

New York, New York 10017-3206

Telephone: 212-490-9000

Facsimile/Telecopy: 212-916-6980

TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

Attention: Funds Treasurer

8500 Andrew Carnegie Boulevard

Charlotte, NC 28262

Telephone: 704-988-5244

Facsimile/Telecopy: 704-988-5247

With a copy to:

General Counsel – Asset Management

TIAA-CREF

730 Third Avenue

New York, New York 10017-3206

Telephone: 212-490-9000

Facsimile/Telecopy: 212-916-6980

TIAA-CREF LIFE FUNDS

Attention: Funds Treasurer

8500 Andrew Carnegie Boulevard

Charlotte, NC 28262

Telephone: 704-988-5244

Facsimile/Telecopy: 704-988-5247

With a copy to:

General Counsel – Asset Management

TIAA-CREF

730 Third Avenue

New York, New York 10017-3206

Telephone: 212-490-9000

Facsimile/Telecopy: 212-916-6980

TIAA-CREF SEPARATE ACCOUNT VA-1

Attention: Funds Treasurer

8500 Andrew Carnegie Boulevard

Charlotte, NC 28262

Telephone: 704-988-5244

Facsimile/Telecopy: 704-988-5247

With a copy to:

General Counsel – Asset Management

TIAA-CREF

730 Third Avenue

New York, New York 10017-3206

Telephone: 212-490-9000

Facsimile/Telecopy: 212-916-6980

To State Street:

STATE STREET BANK AND TRUST COMPANY

1776 Heritage Drive

Quincy, MA 02171

Attention: James M. Keenan

Telephone: 617-985-9422

Facsimile/Telecopy: 617-985-7575

          SECTION 8.7 REPRODUCTION OF DOCUMENTS. This Agreement and all schedules, addenda, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, provided that such reproduction is a true and accurate representation of the original. In addition, any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence, provided that it is a true and accurate representation of the original.

SECTION 8.8 OTHER AGREEMENTS

                    8.8.1 REMOTE ACCESS AGREEMENT. State Street and the Fund agree to be bound by the terms of the Remote Access Agreement.

                    8.8.2 MUTUAL CONFIDENTIALITY AGREEMENT. State Street and the Fund agree to be bound by the terms of the Mutual Confidentiality Agreement attached hereto as Schedule D.

          SECTION 8.9 SURVIVAL. The provisions of Sections 2.2(5), 5, 6, 7, and 8.7 shall survive the expiration, termination or cancellation of this Agreement.

          SECTION 8.10 ASSIGNMENT. Except as otherwise set forth herein, this Agreement may not be assigned by either party without the prior written consent of the other. State Street shall have the right to delegate and sub-contract for the performance of any or all of its duties hereunder to a wholly-owned subsidiary or other affiliated person (as such term is defined in the 1940 Act) of State Street (each, a “State Street Affiliate”); provided, however, that no such delegation or sub-contracting to a State Street Affiliate shall be effective unless State Street shall remain ultimately responsible for the performance of such duties.

          In addition, State Street shall have the right to delegate and sub-contract for the performance of any or all of its duties hereunder to any non-affiliate or third party entity (each, a “Non-Affiliate”); provided, however, that the following conditions are met: (1) the delegate has

adequate service capabilities necessary to meet the quality and service levels required of State Street hereof; (2) State Street shall remain ultimately responsible for the performance of such duties; (3) all the terms and conditions hereof shall continue to apply as though State Street performed such duties itself; and (4) State Street shall give the Fund sixty (60) days prior written notice (the “Assignment Notice Period”) of any decision by State Street to delegate or sub-contract its duties hereunder to a Non-Affiliate.

          During the Assignment Notice Period, the Fund may object to the proposed delegation or sub-contracting to a Non-Affiliate. If State Street disregards the Fund’s objection, then the Fund shall have the right, without penalty to State Street, to terminate that portion of the Agreement to which the delegation or sub-contracting relates. If the Fund fails to deliver a written objection to State Street during the Assignment Notice Period regarding the proposed Non-Affiliate delegation or sub-contracting, then the Fund shall be deemed to have consented to such delegation or sub-contracting. All terms and provisions hereof will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

          SECTION 8.11 COUNTERPARTS. This Agreement may be executed in several counterparts (including facsimile counterparts), each of which shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same original Agreement.

          SECTION 8.12 SEVERABILITY. If any provision in this Agreement is determined to be invalid, illegal, in conflict with any law or otherwise unenforceable, the remaining provisions hereof will be considered severable and will not be affected thereby, and every remaining provision hereof will remain in full force and effect and will remain enforceable to the fullest extent permitted by applicable law.

          SECTION 8.13. CAPTIONS. The captions herein are included for convenience of reference only, and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

          SECTION 8.14. ADDITIONAL PORTFOLIOS. In the event that the Fund establishes one or more additional series with respect to which it desires to have State Street render services under the terms hereof, it shall so notify State Street in writing, and if State Street agrees in writing to provide such services, such series shall become a Portfolio. State Street agrees that it will provide services in support of new Portfolios provided that (a) the types of securities held by the new Portfolios and (b) the services to be provided by State Street for the new Portfolios are substantially the same as the types of securities and services relating to the then existing Portfolios hereunder.

          SECTION 8.15. AMENDMENT. This Agreement may be modified or amended from time to time by mutual written agreement signed by the parties hereto.

          SECTION 8.16. WAIVER. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing signed by the waiving party.

          SECTION 8.17. NO LIABILITY OF SHAREHOLDERS AND TRUSTEES. This Agreement is executed by the Fund’s Board of Trustees (“Trustees”), not individually, but rather in their capacity as Trustees under the Declaration of Trust of the Fund, as amended. None of the shareholders, Trustees, officers, employees, or agents of the Fund shall be personally bound or liable under this Agreement, nor shall resort be had to their private property for the satisfaction of any obligation or claim hereunder but only to the property of the Fund and, if the obligation or claim relates to the property held by the Fund for the benefit of one or more but fewer than all Portfolios, then only to the property held for the benefit of the affected Portfolio or Portfolios.

[Remainder of page left intentionally blank]
[Signature page(s) follow]

SIGNATURE PAGE

          IN WITNESS WHEREOF, each of the parties has caused this Investment Accounting Agreement to be executed in its name and on its behalf by its duly authorized representative as of the date first above-written.

SIGNATURE ATTESTED TO BY:

COLLEGE RETIREMENT EQUITIES FUND, on behalf of its respective Portfolios as listed on Schedule A, severally and not jointly

By: /s/ Phillip G. Goff

By: /s/ Georganne Proctor

Name: Phillip G. Goff Name: Georganne Proctor

Title: Treasurer Title: Executive Vice President and

Chief Financial Officer

SIGNATURE ATTESTED TO BY:

TIAA-CREF INSTITUTIONAL MUTUAL FUNDS, on behalf of its respective Portfolios as listed on Schedule A, severally and not jointly

By: /s/ Georganne Proctor By: /s/ Phillip G. Goff

Name: Georganne Proctor

Name: Phillip G. Goff

Title: Executive Vice President and

Title: Treasurer

Chief Financial Officer

SIGNATURE ATTESTED TO BY:

TIAA-CREF LIFE FUNDS, on behalf of its respective Portfolios as listed on Schedule A, severally and not jointly

By: /s/ Georganne Proctor

By: /s/ Phillip G. Goff

Name: Georganne Proctor

Name: Phillip G. Goff

Title: Executive Vice President and

Title: Treasurer

Chief Financial Officer

SIGNATURE PAGE
(CONTINUED)

SIGNATURE ATTESTED TO BY:

TIAA SEPARATE ACCOUNT VA-1, on behalf of its respective Portfolio as listed on Schedule A, severally and not jointly

By: /s/ Phillip G. Goff

By: /s/ Georganne Proctor

Name: Phillip G. Goff

Name: Georganne Proctor

Title: Treasurer

Title: Executive Vice President and

Chief Financial Officer

SIGNATURE ATTESTED TO BY:

STATE STREET BANK AND TRUST COMPANY

By: /s/ Marvin Rau By: /s/ Joseph L. Hooley

Name: Marvin Rau

Name: Joseph L. Hooley

Title: Vice President

Title: Vice Chairman

Attachments:

Schedule A – List of Funds and Accounts

Schedule B – Accounting and Recordkeeping Services

Schedule C – Price Source and Methodology Authorization Matrix

Schedule D – Mutual Confidentiality Agreement

SCHEDULE A
TO
Investment Accounting Agreement

The Funds

I. College Retirement Equities Fund

(a New York nonprofit membership corporation registered with the Securities and Exchange Commission as an open end management investment company on Form N-3).

II. TIAA–CREF Institutional Mutual Funds

(a Delaware statutory trust registered with the Securities and Exchange Commission as an open end management investment company on Form N-1A).

III. TIAA–CREF Life Funds

(a Delaware statutory trust registered with the Securities and Exchange Commission as an open end management investment company on Form N-1A)

IV. TIAA Separate Account VA-1

(a separate account of Teachers Insurance and Annuity Association of America registered with the Securities and Exchange Commission as an open end management investment company on Form N-3)

The Portfolios of the Funds

The Portfolios of each Fund are listed below:

I.

College Retirement Equities Fund

Portfolios:

Stock Account

Global Equities Account

Growth Account

Equity Index Account

Bond Market Account

Inflation-Linked Bond Account

Social Choice Account

Money Market Account

SCHEDULE A
(CONTINUED)

II.

TIAA–CREF Institutional Mutual Funds

Portfolios:

Growth Equity

Large-Cap Value Index

International Equity Index

Growth & Income

Equity Index

Social Choice Equity

International Equity

S&P 500 Index

Real Estate Securities

Large-Cap Growth

Mid-Cap Growth Index

Managed Allocation II

Large-Cap Value

Mid-Cap Value Index

Bond

Mid-Cap Growth

Mid-Cap Blend Index

Bond Plus II

Mid-Cap Value

Small-Cap Growth Index

Short-Term Bond II

Small-Cap Equity

Small-Cap Value Index

High-Yield II

Large-Cap Growth Index

Small-Cap Blend Index

Tax-Exempt Bond II

Inflation Linked Bond

Money Market

TIAA-CREF Lifecycle Funds

Enhanced International Equity Index

Enhanced Large-Cap Growth Index

Enhanced Large-Cap Value Index

TIAA-CREF Lifecycle Funds

Lifecycle 2010 Fund

Lifecycle 2015 Fund

Lifecycle 2020 Fund

Lifecycle 2025 Fund

Lifecycle 2030 Fund

Lifecycle 2035 Fund

Lifecycle 2040 Fund

Lifecycle 2045 Fund

Lifecycle 2050 Fund

Lifecycle Retirement Income Fund

III.

TIAA-CREF Life Funds

Portfolios:

Growth Equity

Growth & Income

International Equity

SCHEDULE A
(CONTINUED)

Large-Cap Value

Small-Cap Equity

Stock Index

Social Choice Equity

Real Estate Securities

Bond

Money Market

IV.

TIAA Separate Account VA-1

Portfolio:

Stock Index Account

SCHEDULE B
To
Investment Accounting Agreement

Accounting and Recordkeeping Services

The following services and such other accounting and recordkeeping services as may be agreed to in writing between State Street and Fund from time to time:

¡

Calculate the net asset value of each Portfolio and/or class of shares thereof on each day and time the Portfolio is obligated to calculate its net asset value in accordance with the Fund’s registration statement and applicable policies and procedures, as well as such other times as the parties may agree

¡

Transmit each Portfolio’s daily net asset value to NASDAQ and other entities as agreed upon by the parties, and communicate such net asset value to the Fund and its transfer agent

¡

Record and maintain general ledger entries and provide a summary of general ledger data each business day to the TIAA-CREF general ledger

¡

Calculate daily expenses

¡

Calculate daily income

¡

Monitor and report to the Fund regarding overdue income items as requested by the Fund

¡

Reconcile daily activity to the trial balance

¡

Record and maintain appropriate records regarding distributions of monies, securities or other assets to the Fund, including distributions in connection with corporate actions and class action lawsuits

¡

Value each security and other property of each Portfolio pursuant to the then-current price source and methodology authorization form completed by the Fund

¡

Report NAV errors to Fund management upon discovery, and provide Fund management with a report of all detected NAV errors monthly

¡

Prepare and reconcile account balances daily and report negative cash balances to Fund management

¡

Maintain historical tax lots for each asset

¡

Record all investment purchases and sales

¡

Maintain, on a daily basis, a cash receipts journal, a cash disbursements journal, a redemptions journal, an accounts receivable report, an accounts payable report, open subscriptions and redemptions reports, a transaction (securities) journal, and a broker net trades report

¡

Record all capital share activities and reconcile such activities daily with the Transfer Agent

¡

Prepare a holdings ledger on a quarterly basis and a buy-sell ledger (broker’s ledger) on a semiannual basis for each Portfolio

¡

Prepare SEC-yield and average weighted maturity for a Fund that is a money market fund, calculated in accordance with applicable U.S. securities laws and regulations and as may be reasonably requested by Fund Management

¡

In conjunction with the Principal Financial Officer for the Fund, assist in preparing for and coordinating the Fund’s annual audit of their financial statements

¡

Provide to the Fund accounting and other data within the investment accounting records maintained by State Street that is reasonably requested by the Fund and/or is necessary or required to update or prepare and file the Fund’s annual and semi-annual reports and financial statements, Form N-SAR, Form N-CSR, Form N-Q, Form 24f-2, annual tax returns, registration statements, proxy statements and other documents or filings with the SEC or any other regulatory entity;

¡

Prepare industry survey forms as reasonably requested by Fund

¡

Perform investment accounting and recordkeeping functions relating to portfolio transactions required of a duly registered investment company under Section 31(a) of the 1940 Act and the rules and regulations promulgated thereunder, including maintain all books and records of the funds as required, and for the time periods specified, under Rule 31a-1(b) and Rule 31a-2 of the 1940 Act and as such rules or any successor rules may be amended from time to time, that are applicable to the fulfillment of State Street’s duties hereunder, as well as any other documents necessary or advisable for compliance with applicable regulations to which may be mutually agreed between the Fund and State Street

¡

Communicate and reconcile relevant data with each Portfolio’s custodian as agreed by the parties (e.g., data regarding cash, investments in securities, dividend tax reclaims, and futures contacts and other derivatives)

¡

Provide reporting pursuant to State Street’s Rule 38a-1 compliance program as requested by the Fund’s Chief Compliance Officer

¡

Assist Fund Management with responding to information requests and producing documents in connection with routine SEC audits, inquiries and examinations, including up-to-date versions of any report or ledger maintained by State Street under this Agreement

¡

Provide sub-certifications to Fund management in accordance with reasonable specifications requested by the Fund’s Principal Financial Officer (“PFO”) in connection with the certifications required to be filed with Forms N-CSR and N-Q

¡

Participate as requested by the PFO in meetings related to the evaluation of the effectiveness of the Fund’s disclosure controls and procedures

¡

Provide daily cash availability reporting

¡

Provide any other services not listed herein upon which State Street and the Fund mutually agree

SCHEDULE C
To
Investment Accounting Agreement

Price Source and Methodology Authorization Matrix

[See Attached]

SCHEDULE C
to
Investment Accounting Agreement

Fair Value Pricing Authorization Form

Fund Entity Name:

(Attach list, if required, of funds and portfolios, if applicable, or create separate forms if multiple triggers apply)

Effective Date:

Vendor:

FT Interactive Data

Market Trigger(s):

S&P 500

Timing of Trigger(s):

11:30AM vs. 4PM

Threshold to Invoke Fair Value:   (+ or -)   0.5%

Filter on Confidence Interval (FT Interactive Only):

          Yes x

No o

          Minimum Confidence Interval:

90 %

Authorized By:

Name:

Title:

Officer of the Fund

Accepted By:

Name:

Title:

Vice President

State Street Bank and Trust Company

Fair Value Pricing Authorization Form
Explanation of Fields

Fund Entity Name

Indicate fund name or if multiple funds or portfolios of a fund, attach a complete list

Effective Date

Date the funds are to begin using Fair Value vendor feed at SSC

Vendor

Name of Fair Value vendor to be used

Market Trigger(s)

Name of Trigger used to determine when to invoke Fair Value Pricing procedures, i.e., S&P 500, Nikkei

Timing of Trigger(s)

A specific time at which the Trigger determines Fair Value Pricing procedures should be initiated, i.e., Japan close to 4 PM EST (Nikkei Futures), 4 PM EST prior day to 4 PM EST current day (S&P500)

Threshold to Invoke Fair Value

Minimum percentage of movement of designated Trigger to determine that Fair Value should be invoked

FT Interactive Only

Filter on Confidence Interval

Indicate “Yes” if the fund should impose a confidence interval filter to determine which securities should be Fair Valued

Minimum Confidence Interval

Minimum confidence interval percentage used to apply Fair Value Adjustment Factors

Authorized By

Provide signature of the Fund Officer authorizing the completion of the Fair Value Pricing Authorization Form

Accepted By

Provide signature of a Vice President from State Street Fund Group accepting the completion of the Fair Value Pricing Authorization Form

SCHEDULE C
to
Investment Accounting Agreement

FAIR VALUE PRICING AUTHORIZATION LETTER

To: State Street Bank and Trust Company

From:

Fund Entity Name:

Fund Entity Address:

Date:

Reference is hereby made to that certain Investment Accounting Agreement dated November ___, 2007 (the “Accounting Agreement”) by and between, among other parties, _____________________________ __________________ (the “Fund”) and State Street Bank and Trust Company (“State Street”). Capitalized terms used in this Fair Value Pricing Authorization Letter (the “Authorization”), or in any attachment or supplement thereto, shall have the meanings provided in the Accounting Agreement unless otherwise specified. Pursuant to the Accounting Agreement, the Fund hereby directs State Street to calculate the net asset value (“NAV”) of the Fund or, if applicable, its Portfolios, in accordance with the terms of the Fund’s or Portfolio’s currently effective Prospectus or other governing documents. State Street will perform the NAV calculation subject to the terms and conditions of the Accounting Agreement, the related Price Source and Methodology Authorization, and this Authorization.

The Fund’s Board of Trustees has approved the vendor and fair value procedures as detailed on the Fair Value Pricing Authorization Form attached hereto.

The Fund hereby authorizes State Street to use the Fair Value pricing source specified on the attached Fair Value Pricing Authorization Form to obtain adjustment factors to be applied to the closing prices of the securities of the Fund or the Fund’s portfolio(s) to calculate a fair-value-adjusted market value to be used in the calculation of the NAV of the Fund or its Portfolios. The Fund understands that State Street does not assume responsibility for the accuracy of the adjustment factors or other fair value pricing information provided by the specified fair value vendor and that State Street shall have no liability for any incorrect data provided by said vendor specified by the Fund, except as may arise from State Street’s lack of reasonable care in applying any adjustment factors to the closing prices of the Fund’s or Portfolio’s securities and/or (if applicable) calculating the fair-value-adjusted NAV of the Fund or Portfolio in accordance with the data furnished to State Street.

The Fund agrees to indemnify and hold State Street harmless from any claim, loss or damage arising as a result of using Fair Value adjustment factors or prices furnished by any specified fair value pricing source. The Fund agrees to notify State Street promptly in writing if the fair value pricing procedures authorized by the Fund’s Board have been changed.

[Remainder of page left intentionally blank]
[Signature page follows]

As of: 11/21/07

[Signature Page to Fair Value Pricing Authorization Letter]

Kindly acknowledge your acceptance of the terms of this Authorization in the space provided below.

[Fund Name(s) & Portfolio(s), if applicable]:

By:

Title:

Name (print):

The foregoing terms are hereby accepted.

STATE STREET BANK AND TRUST COMPANY

By:

Title:

Name (print):

As of: 11/21/07

Authorization Matrix

SCHEDULE C
to

Investment Accounting Agreement

AUTHORIZATION MATRIX to be attached to Price Source and Methodology Authorization dated ______

CLIENT: ____TIAA-CREF___________ Effective Date: ____________(supersedes prior Authorization Matrices)

Note: [Please submit Client Name, Fund Name and/or List of Funds with this form]

Security Type

Primary
Source

Secondary
Source

Tertiary
Source

Pricing
Logic

Pricing
Default
Logic

Valuation
Point

EQUITIES

U. S. Listed Equities (NYSE, AMEX)

Reuters

Thomson
ILX

Bloomberg

Last Sale

Mean

4 PM Close

U.S. OTC Equities (Nasdaq)

Reuters

Thomson ILX

Bloomberg

Last Sale

Mean

4 PM Close

Foreign Equities

Reuters

Thomson
ILX

Bloomberg

Last
Sale/Official
Close (see
attachment)

Market
Close

Foreign Official Close Market- Hong Kong/Mexico/Greece/Egypt/India/South Africa

Reuters

Thomson
ILX

Bloomberg

Official
Close (see
attachment)

Market
Close

Listed ADR’s

Reuters

Thomson
ILX

Bloomberg

Last Sale

Mean

Market
Close

FIXED INCOME

Short Term Instruments

FT
Interactive

Reuters

Evaluated
Bid

3 PM Close

OTHER ASSETS

Futures

Reuters

Bloomberg

Market
Close

Non – Listed ADR’s

FT

Reuters

Market

40 Act v2 Schedule C to ICA (Price Authorization Matrix) (5)
1 of 2

As of: 11/21/2007

Authorization Matrix

interactive

Close

EXCHANGE RATES

WM
Company

WM
Company

4 PM, 11
AM

FORWARD POINTS

WM
Company

WM
Company

4 PM, 11
AM

Price Source and Methodology Authorization

Instructions: For each security type allowed by the Fund Prospectus, please indicate the primary, secondary and tertiary source to be used in calculating Net Asset Value for the Funds identified. NOTE: If an Investment Manager is a Pricing Source, please specify explicitly.

State Street performs a Data Quality review process as specified in the Sources Status Pricing Matrix on the NAVigator Pricing System which specifies pricing tolerance thresholds, index and price aging details. The Sources Status Pricing Matrix will be provided for your information and review.

AUTHORIZED BY:

ACCEPTED:

Fund Officer

State Street Vice President

                        Name (print):

Explanation of Fields

Client:

Indicate the name of the Client and the Fund name or if multiple funds, attach a list of fund names

Primary Source:

Indicate the primary source for prices for the security type. If an Investment Manager is a pricing source, please specify explicitly.

Secondary Source:

Indicate the secondary source for prices for the security type. If an Investment Manager is a pricing source, please specify explicitly.

Tertiary Source:

Indicate the tertiary (3^rd level) source for prices for the security type. If an Investment Manager is a pricing source, please specify explicitly.

Pricing Logic:

Indicate the price type to be referenced for the security type: Ask, Bid, Close, Evaluated, Last, etc.

Pricing Default Logic:

Indicate the price type to be referenced for the security type: Ask, Bid, Close, Evaluated, Last, etc. in the instance where the preferred price type is not available

Authorized By:

Provide the signature of the person authorizing the completion of the Price Source and Methodology Authorization

Date:

Indicate the date the Price Source and Methodology Authorization was completed

40 Act v2 Schedule C to ICA (Price Authorization Matrix) (5)

As of: 11/21/2007

SCHEDULE D
To
Investment Accounting Agreement

Mutual Confidentiality Agreement

[See Attached]

MUTUAL CONFIDENTIALITY AGREEMENT

This Mutual Confidentiality Agreement (“Agreement”) is entered into on June 28, 2007 (but shall be considered effective as of May 15, 2007) by and between Teachers Insurance and Annuity Association of America, a New York corporation with a place of business at 8500 Andrew Carnegie Boulevard, Charlotte, North Carolina 28262 on behalf of itself and its affiliated entities and subsidiaries (hereinafter, collectively “TIAA”) and State Street Bank and Trust Company, a Massachusetts trust company with a place of business at 225 Franklin Street, Boston, Massachusetts 02110, on behalf of itself and its affiliated entities and subsidiaries (hereinafter, collectively “Participant”).

In consideration of the premises, the parties agree as follows:

1. Confidential Information. Confidential Information disclosed under this Agreement shall mean any of the following, whether in written or oral form:

          A. Any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finance, operations, customer relationships, customer profiles, sales estimates, business plans, pricing information, and internal performance results relating to the past, present, or future business activities of TIAA or Participant, their respective parent corporations, their respective subsidiaries and affiliated companies and the customers, clients, subcontractors, and suppliers of any of the foregoing;

          B. Any scientific or technical information, concepts, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords TIAA or Participant a competitive advantage over its competitors; and

          C. All confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, configurations, schedules, databases, inventions, know-how, show-how and trade secrets, whether or not patentable or copyrightable.

Confidential Information includes, without limitation, all documents, inventions, substances, engineering and laboratory notebooks, drawings, diagrams, specifications, bills of material, equipment, prototypes and models, and any other tangible manifestation of the foregoing which now exist or come into the control or possession of the party.

2. Confidentiality Obligations. Except as expressly authorized by prior written consent of the disclosing party (“Discloser”), the party receiving Confidential Information (“Recipient”) shall:

          A. Limit access to Discloser’s Confidential Information to Recipient’s employees or consultants who have a need-to-know in connection with the evaluation of the potential business transaction contemplated between the parties and any resulting relationship between the parties, and only for use in connection therewith;

          B. Advise those employees and consultants who have access to the Confidential Information of the proprietary nature thereof and of the obligations set forth in this Agreement;

          C. Take appropriate action by instruction or agreement with the employees and consultants having access to Discloser’s Confidential Information to fulfill Recipient’s obligations under this Agreement;

          D. Safeguard all of Discloser’s Confidential Information by using a reasonable degree of care, but not less than that degree of care used by Recipient in safeguarding its own similar information or material;

          E. Use all of Discloser’s Confidential Information solely for purposes of evaluating the potential business transactions between the parties and any resulting relationship between the parties; provided, however, that Participant may aggregate TIAA’s non-public portfolio holdings information with similar data of other clients of Participant and may report and use such aggregated data so long as such aggregated data is sufficiently large a sample that no Confidential Information of TIAA can be identified either directly or by inference or implication from such aggregated data;

          F. Not disclose any of Discloser’s Confidential Information to third parties, except as authorized by the Discloser.

Upon Discloser’s request, Recipient shall surrender to Discloser or, at Discloser’s request, destroy all memoranda, notes, records, drawings, manuals, records, and other documents or materials (and all copies of same) relating to or containing Discloser’s Confidential Information. When Recipient destroys or returns the materials, Recipient shall certify in writing that it has destroyed or returned all materials containing or relating to the Confidential Information. Notwithstanding the foregoing, Recipient may keep copies of the Discloser’s Confidential Information solely for the purpose of maintaining appropriate business records or as may be required by law or regulation, subject in all cases to Recipient’s confidentiality obligations in this Agreement.

3. Exceptions To Confidentiality. The obligations of confidentiality and restriction on use in Section 2 shall not apply to any Confidential Information that Recipient proves:

          A. Was in the public domain prior to the date of this Agreement or subsequently came into the public domain through no fault of Recipient;

          B. Was lawfully received by Recipient from a third party free of any obligation of confidence to the third party;

          C. Was already in Recipient’s possession prior to receipt from Discloser;

          D. Is required to be disclosed by law or regulation in a judicial or administrative proceeding, investigation, audit, regulatory examination or other similar process, or a civil investigative demand (if appropriate confidentiality protections are obtained by Discloser), after making commercially reasonable efforts to assist Discloser in maintaining such information in confidence, including, but not limited to, giving Discloser as much advance written notice as practical of the possibility of disclosure to allow Discloser to stop such disclosure or obtain a protective order concerning such disclosure; or

          E. Was previously and independently developed by Recipient’s employees, consultants, or agents without reference to Confidential Information.

4. Equitable Relief. Participant and TIAA agree that money damages would not be a sufficient remedy for breach of this Agreement. Accordingly, in addition to all other remedies that either party may have, a party shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any breach of this Agreement. The parties agree to waive any requirement for a bond in connection with any such injunctive or other equitable relief.

5. Products and Services. Nothing in this Agreement shall prohibit or restrict the rights of the Recipient or its affiliates to develop, use or market products or services similar to or competitive with those of the Discloser disclosed in the Confidential Information as long as Recipient shall not thereby breach this Agreement.

6. Term. This Agreement shall commence on the date shown herein and shall continue until the earlier of (i) one year following such date, or (ii) the execution of definitive service agreements between TIAA and Participant for custody, fund accounting and other ancillary services. The obligations of confidentiality in this Agreement shall survive termination for 5 years or, if shorter, for the longest time allowed under applicable law.

7. Governing Law. This Agreement and performance under it shall be governed by the laws of the State of New York, excluding its conflicts of laws rules.

8. General. This Agreement may not be assigned or otherwise transferred by either party, in whole or in part, without the prior written consent of the other party. This Agreement contains the entire and exclusive agreement of the parties and supersedes any previous understanding or agreement related to confidentiality regarding the potential business transactions between the parties, whether written or oral. All changes or modifications to this Agreement must be agreed in writing by the parties. Failure by any party to enforce any contract term shall not be deemed a waiver of future enforcement of that or any other term. The provisions of this Agreement are to be considered severable. Each party intends that a facsimile of its signature printed by a receiving fax machine be regarded as an original signature and agrees that this Agreement can be executed in any number of counterparts, each of which shall be effective only upon delivery and thereafter shall be deemed an original.

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

STATE STREET BANK AND TRUST COMPANY

By:

By:

(Authorized Signature)

(Authorized Signature)

Name:

Name:  James M. Keenan

Title:  Senior Vice President

Title:

MUTUAL CONFIDENTIALITY AGREEMENT

This Mutual Confidentiality Agreement (“Agreement”) is entered into on June 28, 2007 (but shall be considered effective as of May 15, 2007) by and between Teachers Insurance and Annuity Association of America, a New York corporation with a place of business at 8500 Andrew Carnegie Boulevard, Charlotte, North Carolina 28262 on behalf of itself and its affiliated entities and subsidiaries (hereinafter, collectively “TIAA”) and State Street Bank and Trust Company, a Massachusetts trust company with a place of business at 225 Franklin Street, Boston, Massachusetts 02110, on behalf of itself and its affiliated entities and subsidiaries (hereinafter, collectively “Participant”).

In consideration of the premises, the parties agree as follows:

1. Confidential Information. Confidential Information disclosed under this Agreement shall mean any of the following, whether in written or oral form:

          A. Any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finance, operations, customer relationships, customer profiles, sales estimates, business plans, pricing information, and Internal performance results relating to the past, present, or future business activities of TIAA or Participant their respective parent corporations, their respective subsidiaries and affiliated companies and the customers, clients, subcontractors, and suppliers of any of the foregoing;

          B. Any scientific or technical information, concepts, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords TIAA or Participant a competitive advantage over its competitors; and

          C. All confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, configurations, schedules, databases, inventions, know-how, show-how and trade secrets, whether or not patentable or copyrightable.

Confidential Information includes, without limitation, all documents, inventions, substances, engineering and laboratory notebooks, drawings, diagrams, specifications, bills of material, equipment prototypes and models, and any other tangible manifestation of the foregoing which now exist or come into the control or possession of the party.

2. Confidentiality Obligations. Except as expressly authorized by prior written consent of the disclosing party (“Discloser”), the party receiving Confidential Information (“Recipient”) shall:

          A. Limit access to Discloser’s Confidential Information to Recipient’s employees or consultants who have a need-to-know in connection with the evaluation of the potential business transaction contemplated between the parties and any resulting relationship between the parties, and only for use in connection therewith;

          B. Advise those employees and consultants who have access to the Confidential Information of the proprietary nature thereof and of the obligations set forth in this Agreement;

          C. Take appropriate action by instruction or agreement with the employees and consultants having access to Discloser’s Confidential Information to fulfill Recipient’s obligations under this Agreement;

           D. Safeguard all of Discloser’s Confidential Information by using a reasonable degree of care, but not less than that degree of care used by Recipient in safeguarding its own similar information or material;

          E. Use all of Discloser’s Confidential Information solely for purposes of evaluating the potential business transactions between the parties and any resulting relationship between the parties; provided, however, that Participant may aggregate TIAA’s non-public portfolio holdings information with similar data of other clients of Participant and may report and use such aggregated data so long as such aggregated data is sufficiently large a sample that no Confidential Information of TIAA can be identified either directly or by inference or implication from such aggregated data;

          F. Not disclose any of Discloser’s Confidential Information to third parties, except as authorized by the Discloser.

Upon Discloser’s request, Recipient shall surrender to Discloser or, at Discloser’s request destroy all memoranda, notes, records, drawings, manuals, records, and other documents or materials (and all copies of same) relating to or containing Discloser’s Confidential Information. When Recipient destroys or returns the materials, Recipient shall certify in writing that it has destroyed or returned all materials containing or relating to the Confidential Information. Notwithstanding the foregoing, Recipient may keep copies of the Discloser’s Confidential Information solely for the purpose of maintaining appropriate business records or as may be required by law or regulation, subject in all cases to Recipient’s confidentiality obligations in this Agreement.

3. Exceptions To Confidentiality. The obligations of confidentiality and restriction on use in Section 2 shall not apply to any Confidential Information that Recipient proves:

          A. Was in the public domain prior to the date of this Agreement or subsequently came into the public domain through no fault of Recipient;

          B. Was lawfully received by Recipient from a third party free of any obligation of confidence to the third party;

          C. Was already in Recipient’s possession prior to receipt from Discloser;

          D. Is required to be disclosed by law or regulation in a judicial or administrative proceeding, investigation, audit, regulatory examination or other similar process, or a civil investigative demand (if appropriate confidentiality protections are obtained by Discloser), after making commercially reasonable efforts to assist Discloser in maintaining such information in confidence, including, but not limited to, giving Discloser as much advance written notice as practical of the possibility of disclosure to allow Discloser to stop such disclosure or obtain a protective order concerning such disclosure; or

          E. Was previously and independently developed by Recipient’s employees, consultants, or agents without reference to Confidential Information.

4. Equitable Relief. Participant and TIAA agree that money damages would not be a sufficient remedy for breach of this Agreement. Accordingly, in addition to all other remedies that either party may have, a party shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any breach of this Agreement. The parties agree to waive any requirement for a bond in connection with any such injunctive or other equitable relief.

5. Products and Services. Nothing in this Agreement shall prohibit or restrict the rights of the Recipient or its affiliates to develop, use or market products or services similar to or competitive with those of the Discloser disclosed in the Confidential Information as long as Recipient shall not thereby breach this Agreement.

6. Term. This Agreement shall commence on the date shown herein and shall continue until the earlier of (i) one year following such date, or (ii) the execution of definitive service agreements between TIAA and Participant for custody, fund accounting and other ancillary services. The obligations of confidentiality in this Agreement shall survive termination for 5 years or, if shorter, for the longest time allowed under applicable law.

7. Governing Law. This Agreement and performance under it shall be governed by the laws of the State of New York, excluding its conflicts of laws rules.

8. General. This Agreement may not be assigned or otherwise transferred by either party, in whole or in part, without the prior written consent of the other party. This Agreement contains the entire and exclusive agreement of the parties and supersedes any previous understanding or agreement related to confidentiality regarding the potential business transactions between the parties, whether written or oral. All changes or modifications to this Agreement must be agreed in writing by the parties. Failure by any party to enforce any contract term shall not be deemed a waiver of future enforcement of that or any other term. The provisions of this Agreement are to be considered severable. Each party intends that a facsimile of its signature printed by a receiving fax machine be regarded as an original signature and agrees that this Agreement can be executed in any number of counterparts, each of which shall be effective only upon delivery and thereafter shall be deemed an original.

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

STATE STREET BANK AND TRUST COMPANY

By:

By:

(Authorized Signature)

(Authorized Signature)

Name:  Phillip G. Goff

Name:

Title:  Funds Treasurer

Title:

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Exhibit 99.(i)

Teachers Insurance and Annuity Association of America
College Retirement Equities Fund
730 Third Avenue, New York, New York 10017-3206
212 490-9000   1(800) 842-2733

George W. Madison
Executive Vice President and
General Counsel
(212) 916-4750
(212) 916-5760 Fax
gmadison@tiaa-cref.org

November 30, 2007

The Board of Trustees
TIAA-CREF Institutional Mutual Funds
730 Third Avenue
New York, New York 10017-3206

Ladies and Gentlemen:

          This opinion is furnished in connection with the filing by the TIAA-CREF Institutional Mutual Funds (the “Trust”) of Post-Effective Amendment No. 26 to the Registration Statement (File Nos. 333-76651 and 811-09301) on Form N-1A covering an indefinite amount of securities in the form of shares in each series of the Trust (the “Shares”).

          I have examined the Certificate of Trust, Declaration of Trust and other corporate records of the Trust, a good standing certificate dated as of November 23, 2007, from the Secretary of State of the State of Delaware, and the relevant statutes and regulations of the State of Delaware.

          My opinion in paragraph 1 with regard to valid existence in the State of Delaware is based solely on the certification by the Secretary of State of Delaware of the Certificate of Trust and a good standing certificate.

          On the basis of such examination, and subject to the qualifications and assumptions herein, it is my opinion that:

          1. The Trust is a statutory trust duly organized and validly existing under the laws of the State of Delaware.

          2. Subject to the continuing effectiveness of the Registration Statement, and assuming the continued valid existence of the Trust under Delaware law, the Shares have been duly authorized and, when issued as contemplated by the Registration Statement, will be validly issued, fully-paid and non-assessable.

          I hereby consent to the use of this opinion as an exhibit to the Registration Statement, and to the reference to my name under the heading “Legal Matters” in the Statement of Additional Information.

Sincerely,

/s/ George W. Madison

George W. Madison

Executive Vice President

and General Counsel

EX-99.(J)(1) 27 c50184_ex99-j1.htm

Exhibit 99.(j)(1)

CONSENT OF DECHERT LLP

November 26, 2007

TIAA-CREF Institutional Mutual Funds
730 Third Avenue
New York, NY 10017-3206

Re:

TIAA-CREF Institutional Mutual Funds (“Trust”)

(File Nos. 333-76651 and 811-09301)

Dear Ladies and Gentlemen:

We hereby consent to the use of our name under the caption “Legal Matters” in the Statement of Additional Information filed as a part of Post-Effective Amendment No. 26 to the Trust’s Registration Statement, unless and until we revoke such consent. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder.

Very truly yours,

/s/ Dechert LLP

EX-99.(L)(6) 28 c50184_ex99-l6.htm

Exhibit 99.(l)(6)

FORM OF SEED MONEY AGREEMENT

          SEED MONEY AGREEMENT (the “Agreement”) made as of November 30, 2007, by and between Teachers Insurance and Annuity Association of America (“TIAA”), a corporation existing under the laws of the State of New York, and TIAA-CREF Institutional Mutual Funds (the “Institutional Funds”), a Delaware statutory trust.

          1. TIAA hereby agrees to invest on November 30, 2007, or as soon as practicable thereafter, in each share class of the six new series (the “New Funds”) of the Institutional Funds in accordance with the amounts set forth in Schedule A hereto.

          2. In consideration for such investment and without deduction of any charges, each series with a New Fund shall credit TIAA with shares of the New Fund of which TIAA shall be the owner. Such New Fund shares will share pro rata in the investment performance of each series and shall be subject to the same valuation procedures and the same periodic deductions as are other shares in that same share class of the series. The value of such New Fund shares in each series on the day the initial investment is made shall be $10.00.

          3. TIAA represents that the shares acquired under this Agreement are being, and will be, acquired for investment (and not with a view to distribution or resale to the public) and can be disposed of only by redemption.

          4. Shares acquired under this Agreement will be held by TIAA for its own account until redeemed by TIAA. Amounts will be redeemed at prices equal to the respective net asset value of the New Fund next determined after Institutional Funds receives TIAA’s proper notice of redemption.

          5. TIAA may purchase additional shares of the New Funds as the parties may agree.

          6. This Agreement will be construed and enforced in accordance with and governed by the provisions of the Investment Company Act of 1940 and the laws of the State of New York.

TEACHERS INSURANCE AND
ANNUITY ASSOCIATION OF AMERICA

Name:

Title:

TIAA-CREF INSTITUTIONAL
MUTUAL FUNDS

Name:

Title:

SCHEDULE A

Fund

Institutional
Class

Retirement
Class

Retail Class

Enhanced Large-Cap Growth Index Fund

$

20,000,000

N/A

N/A

Enhanced Large-Cap Value Index Fund

$

20,000,000

N/A

N/A

Enhanced International Equity Index Fund

$

30,000,000

N/A

N/A

Lifecycle 2045 Fund

$

1,000,000

$

1,000,000

N/A

Lifecycle 2050 Fund

$

1,000,000

$

1,000,000

N/A

Lifecycle Retirement Income Fund

$

3,000,000

$

3,000,000

$

4,000,000

EX-99.(M)(8) 29 c50184_ex99-m8.htm
Exhibit 99.(m)(8)

TIAA-CREF LIFECYCLE FUNDS
(a sub-family of TIAA-CREF Institutional Mutual Funds)

FORM OF AMENDMENT TO RETIREMENT CLASS DISTRIBUTION (12B-1) PLAN

          AMENDMENT dated November 30, 2007, to the Distribution (12b-1) Plan dated October 1, 2004 (the “Plan”), adopted by TIAA-CREF Institutional Mutual Funds (the “Trust”), on behalf of the Retirement Class of its distinct sub-family of funds known as the TIAA-CREF Lifecycle Funds (the “Lifecycle Funds”), in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended.

          WHEREAS, the Trust has established three new Lifecycle Funds, Lifecycle 2045 Fund, Lifecycle 2050 Fund and Lifecycle Retirement Income Fund, that will each offer Retirement Class shares (collectively, the “Funds”) and would like the Plan to apply to the Retirement Class of each of these Funds;

          NOW, THEREFORE, the Plan is amended as follows:

1. The Plan shall be amended by replacing the existing Schedule A with the schedule attached hereto.

IN WITNESS WHEREOF, the parties hereby acknowledge the above amendment to the Plan.

TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

By:

Title:

TEACHERS PERSONAL INVESTORS SERVICES, INC.

By:

Title:

Schedule A

Name of Fund

Maximum Distribution Fee
(expressed as an annual rate of the
average daily net assets of each Fund)

Lifecycle 2010 Fund Retirement Class

0.05%

Lifecycle 2015 Fund Retirement Class

0.05%

Lifecycle 2020 Fund Retirement Class

0.05%

Lifecycle 2025 Fund Retirement Class

0.05%

Lifecycle 2030 Fund Retirement Class

0.05%

Lifecycle 2035 Fund Retirement Class

0.05%

Lifecycle 2040 Fund Retirement Class

0.05%

Lifecycle 2045 Fund Retirement Class

0.05%

Lifecycle 2050 Fund Retirement Class

0.05%

Lifecycle Retirement Income Fund Retirement Class

0.05%

EX-99.(M)(9) 30 c50184_ex99-m9.htm
Exhibit 99.(m)(9)

DISTRIBUTION PLAN

TIAA-CREF Lifecycle Funds
(a sub-family of TIAA-CREF Institutional Mutual Fund)

Retail Class

November 30, 2007

A. TIAA-CREF Institutional Mutual Funds (the “Trust”), an open-end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”), has adopted this distribution plan (the “Plan”) in accordance with Rule 12b-1 under the 1940 Act.

B. The Plan relates to the Retail Class shares of beneficial interest (“Shares”) of the TIAA-CREF Lifecycle Funds (the “Lifecycle Funds”), which is a distinct sub-family of funds within the Trust. The Lifecycle Funds to which this Plan pertains are listed on Schedule A hereto, as such Schedule may be amended from time to time (each a “Fund” and collectively, the “Funds”).

          1. Each Fund may reimburse Teachers Personal Investors Services, Inc. (the “principal underwriter”) for all or part of certain expenses described in paragraph 2 herein that are incurred in connection with the promotion and distribution of Shares (such expenses, the “Fund Distribution Expenses”). Reimbursements by a Fund under the Plan may be paid monthly up to a rate or rates approved from time to time by the Board of Trustees of the Trust (the “Board”), provided that no rate approved by the Board for any Fund may exceed the annual rate of 0.25% of the average daily net asset value of Shares of such Fund (the “Maximum Distribution Fee”). Reimbursements paid during a month may include Fund Distribution Expenses not previously reimbursed that were accrued during any month in the immediately-preceding twelve-month period, subject to the annual rate approved by the Board. For purposes of determining the reimbursements payable under the Plan, the net asset value of the Shares of a Fund is computed in accordance with the Declaration of Trust of the Trust.

          2. A Fund may reimburse the principal underwriter for Fund Distribution Expenses up to the amount of the Maximum Distribution Fee, for expenses it incurs to finance any activity that is primarily intended to promote the sale of Shares and/or provide ongoing servicing and maintenance of the accounts of shareholders of the Funds, including, but not limited to, compensation of dealers and others for the expenses of their various activities primarily intended to promote the sale of Shares and for providing personal and account maintenance services to Fund shareholders, and salaries and other expenses (including overhead) of the principal underwriter relating to the distribution and account servicing efforts. Without limiting the generality of the foregoing, categories of Fund Distribution Expenses include:

(a)

expenses incurred for the preparation and distribution of sales literature and

advertising used in connection with the offering of Fund Shares;

(b)

the cost of printing and distributing the Funds’ prospectus and statement of additional information (or supplements thereto) used in connection with the offering of Fund Shares;

(c)

the cost of printing and distributing additional copies, for use as sales literature for the Fund Shares, of annual reports and other communications prepared for the Funds;

(d)

the cost of holding seminars and sales meetings designed to promote the sale of Fund Shares; and

(e)

the cost of any other activity that the Board determines is primarily intended to promote the sale of Fund Shares.

          3. Agreements between the principal underwriter and selected broker-dealers or other persons may provide for payment of fees to such broker-dealers or other persons in connection with the sale of Fund Shares and the provision of services to holders of Fund Shares. This Plan shall not be construed as requiring the Trust to make any payment to any party or to have any obligations to any party in connection with services relating to the Fund Shares. The principal underwriter undertakes that any agreement entered into between the principal underwriter and any other party relating to sales of Fund Shares shall provide that such other party shall look solely to the principal underwriter for compensation for its services thereunder, and that in no event shall such party seek any payment from a Fund or the Trust.

          4. Nothing contained in this Plan shall be deemed to require the Trust to take any action contrary to its Declaration of Trust or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Board of the responsibility for and control of the conduct of the affairs of the Trust.

          5. This Plan is effective with respect to a Fund upon approval by a vote of a majority of the Board and a vote of a majority of the trustees who are not “interested persons” (as this term is defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any agreement related to the Plan (the “qualified disinterested trustees”), such votes having been cast in person at a meeting called for the purpose of voting on the Plan.

          6. This Plan will remain in effect with respect to a Fund beyond the first anniversary of its effective date only if its continuance is specifically approved at least annually by a vote of both a majority of the Board and a majority of the qualified disinterested trustees. In connection with the annual review and approval of this Plan, the principal underwriter shall furnish the Board with such information as the Board may request as may reasonably be necessary in order to enable the Board to make an informed determination of whether the Plan should be continued. This Plan shall expire on the last day of the Fund’s fiscal year in any year in which such approval is not obtained.

          7. The Trust and the principal underwriter shall provide the Board, and the Board shall review, at least quarterly, a written report of the amounts expended under this Plan and the purposes for which such expenditures were made. In the event that any such expenses are not entirely attributable to the Shares of any particular Fund, the principal underwriter may allocate such expenses to the Shares of each Fund deemed to be reasonably likely to benefit therefrom based upon the ratio of the average daily net assets of each Fund during the previous period to the aggregate average daily net assets for such period of all Funds and all other affiliated investment companies and series thereof deemed to be reasonably likely to benefit therefrom. Any such allocation is subject to such adjustments as the principal underwriter, with approval from the Board, shall deem appropriate to render the allocation fair and equitable under the circumstances.

          8. This Plan may be amended at any time by the Board, provided that (i) it may not be amended to increase materially the amount that may be spent for distribution and servicing of a Fund’s Shares without the approval of holders of a “majority of the outstanding voting securities” (as this phrase is defined in the 1940 Act) of the Fund and without the approval of a majority of both the Board and the qualified disinterested trustees, and (ii) any material amendment shall be approved by a majority of both the Board and the qualified disinterested trustees. This Plan may be terminated for any Fund at any time by a vote of a majority of the qualified disinterested trustees or by a vote of the holders of a majority of the outstanding voting securities of the Fund.

          9. In the event of termination or expiration of the Plan, the Funds may nevertheless, within twelve months of such termination or expiration, reimburse the principal underwriter for any Fund Distribution Expense accrued prior to such termination or expiration (subject to the Maximum Distribution Fee set forth in paragraph 1 above for the post-termination period), provided that any post-termination payments are specifically approved by the Board, including a majority of the qualified disinterested trustees.

          10. While this Plan is in effect, the selection and nomination of trustees who are not “interested persons” of the Trust shall be committed to the discretion of the sitting disinterested trustees.

          11. Any agreement related to this Plan shall be in writing and shall provide in substance that: (a) such agreement, with respect to any Fund, may be terminated at any time, without the payment of any penalty, by vote of a majority of the qualified disinterested trustees or by vote of a “majority of the outstanding voting securities” of that Fund, on not more than sixty (60) days’ written notice to any other party to the agreement; and (b) such agreement shall terminate automatically in the event of its assignment.

          12. The Trust shall preserve copies of this Plan, each agreement related hereto, and each report referred to in paragraph 7 hereof, for a period of not less than six (6) years from the date of such Plan, agreement or report. For the first two (2) years of such period, each such record or document shall be kept in an easily accessible place.

          13. This Plan shall be construed in accordance with the laws of the State of Delaware and the applicable provisions of the 1940 Act.

          14. If any provision of this Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby.

          15. Neither this Plan nor any other transaction pursuant to this Plan shall be invalidated or in any way affected by the fact that certain of the Trustees, officers, shareholders, or other representatives of the Trust are or may be interested persons of the principal underwriter, or any successor or assignee thereof, or that certain of the directors, officers, or other representatives of the principal underwriter are or may be interested persons of the Trust, except as otherwise may be provided in the 1940 Act.

          16. The Trustees and the shareholders of each Fund are not liable for any obligations of the Trust or a Fund under this Plan.

Schedule A

Name of Fund

Maximum Distribution Fee (expressed as an annual
rate of the average daily net assets of each Fund)

Lifecycle Retirement Income Fund Retail Class

0.25%

EX-99.(M)(10) 31 c50184_ex99-m10.htm
Exhibit 99.(m)(10)

FORM OF FOURTH AMENDMENT TO THE AGREEMENT TO SUSPEND DISTRIBUTION
PLANS FOR TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

          AMENDMENT, dated November 30, 2007, to the Agreement to Suspend Distribution Plans, dated February 1, 2006 (the “Agreement”), as amended, by and between TIAA-CREF Institutional Mutual Funds (the “Trust”) and Teachers Personal Investors Services, Inc. (“TPIS”).

          WHEREAS, the Trust has established three new series within the sub-family of funds known as the TIAA-CREF Lifecycle Funds (the “New Funds”) that will offer Retirement Class shares, which are subject to the Trust’s Retirement Class Distribution Plan (the “Retirement Class Plan”) adopted pursuant to Rule 12b-1 of the Investment Company Act of 1940, as amended (the “1940 Act”), and

          WHEREAS, in connection with the creation of one of the New Funds, the Lifecycle Retirement Income Fund, the Trust has established a new Retail Class of shares of the TIAA-CREF Lifecycle Funds, which are subject to a new Retail Class Distribution Plan adopted pursuant to Rule 12b-1 of the 1940 Act (the “Lifecycle Retail Class Plan”), and the parties hereto would like to add the Lifecycle Retail Class Plan to the scope of the Agreement; and

          WHEREAS, the parties hereto prefer that TPIS not seek any reimbursements under either Plan with respect to the New Funds for a certain period of time;

          NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the Trust and TPIS hereby agree to amend the Agreement as follows:

1.

The Agreement shall be amended so that it suspends reimbursements under the Retirement Class Plan with respect to the following New Funds until April 30, 2009:

Lifecycle 2045 Fund
Lifecycle 2050 Fund
Lifecycle Retirement Income Fund

2.

The following shall be added to the end of Section 1 of the Agreement, as amended, entitled “Term of Agreement”:

“With respect to the application of the Retirement and Retail
Class Plans to the Lifecycle 2045, Lifecycle 2050 and
Lifecycle Retirement Income Funds, this Agreement shall
continue in force through April 30, 2009.”

3.

The following shall be added to the end of Section 2 of the Agreement, as amended, entitled “Suspension of Distribution Plan Reimbursement”:

“TPIS hereby agrees not to seek reimbursement from Trust for
the costs it incurs in distributing and promoting Retail Class
shares of the Lifecycle Funds that would, but for this
Agreement, be paid by Trust to TPIS pursuant to the Lifecycle
Retail Class Distribution Plan.”

          IN WITNESS WHEREOF, the Trust and TPIS have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers on the day and year first written above.

TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

By:

Title:

TEACHERS PERSONAL INVESTORS SERVICES, INC.

By:

Title:

EX-99.(N)(4) 32 c50184_ex99-n4.htm
Exhibit 99.(n)(4)

FORM OF AMENDED AND RESTATED MULTIPLE CLASS PLAN FOR THE LIFECYCLE
FUNDS OF THE TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

A.       Introduction

          The TIAA-CREF Lifecycle Funds are a group of series of the TIAA-CREF Institutional Mutual Funds (the “Trust”), which is a statutory trust established under Delaware law. The TIAA-CREF Lifecycle Funds (the “Lifecycle Funds”) are different from the other series of the Trust in that they are each managed with a specific target retirement date and they adjust their allocations to more conservative investments as that date approaches. As the classes of the Lifecycle Funds have different features than the corresponding classes of the other series of the Trust, they have adopted their own Multi-Class Plan (the “Plan”) pursuant to Rule 18f-3 of the Investment Company Act of 1940, as amended (the “1940 Act”).

          The Trust’s Declaration of Trust provides for the Trust to issue shares of beneficial interest in an unlimited number of series, with each series representing a fractional undivided interest in a separate designated investment portfolio. The Declaration of Trust also provides that the shares of each series, or of certain designated series, may be divided into various classes that vary as permitted by Rule 18f-3. Teachers Advisors, Inc. (“Advisors”) is the Lifecycle Funds’ investment manager and Teachers Personal Investors Services, Inc. (“TPIS”) is the Lifecycle Funds’ principal underwriter and distributor. TIAA-CREF Individual & Institutional Services, Inc. (“Services”) serves as a dealer in the distribution of certain classes of shares of the Lifecycle Funds.

          This Multiple Class Plan (the “Plan”) is adopted by the Trust pursuant to Rule 18f-3(d) of the 1940 Act, with respect to each of the Funds identified on the chart comprising Exhibit A.

          Each Lifecycle Fund may be divided into as many as three classes of shares of beneficial interest (“Shares”), designated as the Institutional Class, the Retirement Class and the Retail Class, respectively. Each Class of Shares of a Lifecycle Fund is offered through different distribution channels or by different intermediaries and, except as outlined below, represents interests in the same investment portfolio of the Lifecycle Fund and has the same rights, preferences, voting powers, restrictions and limitations.

B.       General Description of Classes Offered

          Institutional Class Shares

          Institutional Class Shares are offered only to certain categories of investors as set forth in the Lifecycle Funds’ Institutional Class Prospectus.

          Institutional Class Shares are offered without a distribution plan or expenses for

distribution or promotion. None of the expenses and costs of distributing or promoting Institutional Class Shares will be paid out of a Lifecycle Fund’s assets. Instead, such expenses and costs may be paid by Advisors, TPIS, Services or other entities.

          Institutional Class Shares bear the expenses attributable to the Class as described below under “Income and Expense Allocation” (“Class Expenses”).

          Retirement Class Shares

          Retirement Class Shares are offered only to certain categories of investors as set forth in the Lifecycle Funds’ Retirement Class Prospectus.

          The Lifecycle Funds have adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act (“Distribution Plan”) with respect to Retirement Class Shares. Under the Distribution Plan, subject to approval by Trust’s Board of Trustees, the Lifecycle Funds may reimburse TPIS for distribution-related expenditures made on behalf of Retirement Class Shares at an annual rate of up to 0.05% of average daily net assets attributable to Retirement Class shares.

          Additionally, distribution-related expenses and costs of Retirement Class Shares may be paid by Advisors, TPIS, Services or other entities. Retirement Class Shares may bear some of Services’ expenses for shareholder services in the nature of “personal service” or “maintenance of shareholder accounts” (as defined in NASD Rule 2830(d)) to the extent that such shareholder services are not primarily intended to result in the sale of Shares.

          Retirement Class Shares also bear their Class Expenses, including paying Advisors for certain administrative costs associated with offering Retirement Class Shares on retirement plan platforms.

          Retail Class Shares

          Retail Class Shares are offered only to the categories of investors set forth in the Lifecycle Funds’ Retail Class Prospectuses. Retail Class Shares generally are available to all investors except those otherwise qualified to purchase Institutional Class or Retirement Class Shares.

          The Lifecycle Funds have adopted a Distribution Plan pursuant to Rule 12b-1 of the 1940 Act with respect to Retail Class Shares. Under the Distribution Plan, subject to approval by Trust’s Board of Trustees, the Lifecycle Funds may reimburse TPIS for distribution-related expenditures made on behalf of Retail Class Shares at an annual rate of up to 0.25% of average daily net assets attributable to Retail Class shares. Additionally, Retail Class Shares may bear some expenses of Services, TPIS or other entities for shareholder services in the nature of “personal service” or “maintenance of shareholder accounts” (as defined in NASD Rule 2830(d)) to the extent that such shareholder services are not primarily intended to result in the sale of Shares.

          Retail Class Shares also bear their Class Expenses, including the expense of paying fees to the Trust’s transfer agent for certain administrative costs of maintaining shareholder accounts.

          Additional Classes of Shares

          The Board of Trustees has the authority to create additional classes, or change features of existing classes, of the Lifecycle Funds from time to time, in accordance with Rule 18f-3 of the 1940 Act.

C.       Income and Expense Allocation

          Except for Class Expenses, all expenses incurred by a Lifecycle Fund are allocated among the Institutional Class Shares, the Retirement Class Shares and the Retail Class Shares based on the net assets of the Lifecycle Fund attributable to each class. Among other things, Class Expenses include:

1.

transfer agency fees and shareholder servicing expenses identified as being attributable to a specific class of Shares.

2.

state securities registration or notification fees incurred by a specific class of Shares.

3.

Securities and Exchange Commission (“SEC”) registration fees incurred by a specific class of Shares.

4.

accounting, audit and tax expenses relating to a specific class of Shares.

5.

fees and other payments made to service providers for holders of a particular class of Shares, including maintenance of individual brokerage accounts and custody accounts as well as related and unrelated dividend disbursing and sub-accounting services.

6.

the expenses of administrative personnel and services required to provide recordkeeping and support the holders of a specific class of Shares.

7.

litigation or other legal expenses relating only to one class of Shares.

8.

trustees’ fees incurred as a result of time spent addressing issues relating only to a specific class of Shares.

9.

legal, printing and postage expenses related to preparing and distributing materials such as shareholder reports, prospectuses and proxy materials to current holders of a specific class of Shares.

10.

such other expenses actually incurred in a different amount by a class or related to

a class’ receipt of services of a different kind or to a different degree than other classes.

          Expenses of a Lifecycle Fund allocated to a particular class of Shares of that Fund are borne on a pro rata basis by each outstanding Share of that class. Income, realized and unrealized capital gains and losses, and expenses not allocated to a specific class, are allocated to each class of Shares of a Lifecycle Fund on the basis of the net asset value of that class in relation to the entire net asset value of the Fund.

D.       Exchange Privileges

          Institutional Class Shares of any Lifecycle Fund may be exchanged for or acquired through an exchange of Institutional Class Shares of any other Lifecycle Fund, other series of the Trust or other investment products, as provided for in the Lifecycle Funds’ Institutional Class Prospectus and/or in materials provided by retirement plan providers.

          Retirement Class Shares of any Lifecycle Fund may be exchanged for or acquired through an exchange of Retirement Class Shares of any other Lifecycle Fund, other series of the Trust or other investment products, as provided for in the Lifecycle Funds’ Institutional Class Prospectus and/or in materials provided by retirement plan providers.

          Retail Class Shares of any Lifecycle Fund may be exchanged for or acquired through an exchange of Retail Class Shares of any other Lifecycle Fund, Retail Class Shares of the other series of the TIAA-CREF Institutional Mutual Funds or other investment products, as provided for in the Lifecycle Funds’ Retail Class Prospectuses and/or in materials provided by retirement or other plan providers.

          These exchange privileges may be modified or terminated by the Trust to the extent permitted by SEC rules or policies, and exchanges may be made only into funds or other products that are legally available for sale in the investor’s state of residence.

E.       Voting Rights

          Each Share class has exclusive voting rights with respect to matters that exclusively affect that class. For example, the Retirement Class is the only class of the Lifecycle Funds with the right to vote on issues related to its Distribution Plan, while the Retail Class is the only class of the Lifecycle Funds with the right to vote on issues related to its distinct Distribution Plan.

F.       Class Designation

          Subject to appropriate approval by the Board of Trustees, the Trust may alter the nomenclature for the designation of one or more of the classes of Shares of the Lifecycle Funds.

G.      Additional Information

          This Plan is qualified by and subject to the terms of the current Prospectuses for the applicable Classes; provided, however, that none of the terms set forth in any such Prospectuses shall be inconsistent with the terms of the Classes contained in this Plan. The Prospectuses for the Trust contain additional information about the Classes, the Funds and the Trust’s multiple class structure.

H.      Date of Effectiveness

          After approval by a majority of the Board of Trustees, including a majority of the independent Trustees, this Plan will become effective on November 30, 2007.

EXHIBIT A

Lifecycle 2010 Fund

Lifecycle 2015 Fund

Lifecycle 2020 Fund

Lifecycle 2025 Fund

Lifecycle 2030 Fund

Lifecycle 2035 Fund

Lifecycle 2040 Fund

Lifecycle 2045 Fund

Lifecycle 2050 Fund

Lifecycle Retirement Income Fund

EX-99.(N)(5) 33 c50184_ex99-n5.htm
Exhibit 99.(n)(5)

TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

FORM OF AMENDMENT TO AMENDED AND RESTATED MULTIPLE CLASS (18f-3) PLAN

          AMENDMENT dated November 30, 2007, to the Amended and Restated Multiple Class Plan, dated February 14, 2006 (the “Plan”), adopted by TIAA-CREF Institutional Mutual Funds (the “Trust”) in accordance with Rule 18f-3 under the Investment Company Act of 1940, as amended.

          WHEREAS, the Trust has established three new series—Enhanced Large-Cap Growth Index Fund, Enhanced Large-Cap Value Index Fund and Enhanced International Equity Index Fund (collectively, the “New Funds”), and would like the Plan to apply to each of the New Funds;

          NOW, THEREFORE, the Plan is amended as follows:

1. The Plan shall be amended by replacing the existing Exhibit A with the schedule attached hereto.

IN WITNESS WHEREOF, the Trust hereby acknowledges this Amendment to the Plan.

TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

By:

Title:

EXHIBIT A

Growth Equity Fund

Growth & Income Fund

International Equity Fund

Large-Cap Value Fund

Mid-Cap Growth Fund

Mid-Cap Value Fund

Small-Cap Equity Fund

Large-Cap Growth Index Fund

Large-Cap Value Index Fund

Equity Index Fund

S&P 500 Index Fund

Mid-Cap Growth Index Fund

Mid-Cap Value Index Fund

Mid-Cap Blend Index Fund

Small-Cap Growth Index Fund

Small-Cap Value Index Fund

Small-Cap Blend Index Fund

International Equity Index Fund

Social Choice Equity Fund

Real Estate Securities Fund

Bond Fund

Inflation-Linked Bond Fund

Money Market Fund

Large-Cap Growth Fund

Bond Plus Fund II

Managed Allocation Fund II

High-Yield Fund II

Tax-Exempt Bond Fund II

Short-Term Bond Fund II

Enhanced Large-Cap Growth Index Fund

Enhanced Large-Cap Value Index Fund

Enhanced International Equity Index Fund

CORRESP 34 filename34.htm

SEC COVER LETTER

Teachers Insurance and Annuity Association of America

Rachael M. Zufall

College Retirement Equities Fund

Senior Counsel

8500 Andrew Carnegie Blvd

(704) 988-4446

Charlotte, NC 28075

(704) 595-0946 FAX

rzufall@tiaa-cref.org

November 30, 2007

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re:

TIAA-CREF Institutional Mutual Funds

Post-Effective Amendment No. 26 to Registration Statement

on Form N-1A (File Nos. 333-76651 and 811-09301)

Dear Commissioners:

          On behalf of TIAA-CREF Institutional Mutual Funds (the “Trust”), we are attaching for filing Post-Effective Amendment No. 26 to the above-captioned registration statement on Form N-1A (“Amendment No. 26”), including exhibits. The sole purpose of this filing is to add six new series of the Trust (the “New Funds”), including three new Lifecycle Funds (a sub-family of funds of the Trust). The disclosure herein is substantially similar to disclosure filed in the Trust’s Post-Effective Amendment No. 24, filed on September 14, 2007, which was reviewed by members of the Commission’s staff.

          Amendment No. 26 is being filed pursuant to paragraph (b) of Rule 485 under the Securities Act of 1933 (“1933 Act”), and it is proposed to become effective on November 30, 2007. Pursuant to paragraph (b)(4) of Rule 485 under the 1933 Act, the undersigned represents that Amendment No. 26 does not contain disclosures that would render it ineligible to become effective pursuant to paragraph (b) of Rule 485.

          If you have any questions, please call me at (704) 988-4446.

Very truly yours,

/s/ Rachael M. Zufall

Rachael M. Zufall

CORRESP 35 filename35.htm
CORRESP

Teachers Insurance and Annuity Association of America Rachael M. Zufall

College Retirement Equities Fund Senior Counsel

8500 Andrew Carnegie Boulevard (704) 988.4446

Charlotte, NC 28075 (704) 595.0946 (fax)

rzufall@tiaa-cref.org

November 30, 2007

John Ganley, Esq.
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

           Re: TIAA-CREF Institutional Mutual Funds Post-Effective Amendment No. 26

to Registration Statement on Form N-1A (File Nos. 333-76651 and 811-09301)

Dear Mr. Ganley:

          On behalf of the TIAA-CREF Institutional Mutual Funds (the “Registrant”), we are simultaneously with this letter filing Post-Effective Amendment No. 26 to the above-captioned registration statement on Form N-1A (the “Amendment”). The enclosed Amendment is marked to reflect changes from post-effective amendment No. 24, which was filed on September 14, 2007 (the “initial filing”).

          Please note that many of the changes made were in response to your comments on the initial filing, as relayed to us by telephone on November 2, 2007. Although we only discussed specific changes to the Institutional Class prospectuses and statements of additional information for the Lifecycle Funds and Enhanced Index Funds (as such terms are defined below), at your request we have made corresponding changes, where applicable, to the Retirement Class and Retail Class prospectuses for the Lifecycle Funds. As used herein, the term “Lifecycle Funds” collectively refers to the Lifecycle 2045 Fund, Lifecycle 2050 Fund and Lifecycle Retirement Income Fund, and the term “Enhanced Index Funds” collectively refers to the Enhanced International Equity Index Fund, Enhanced Large-Cap Growth Index Fund and Enhanced Large-Cap Value Index Fund, each a new series of the Registrant.

          We have also made certain additional clarifying changes, updated expense information and included the required exhibits with the filing. Please note that the original and continuing purpose of this filing is to register the above referenced new series of the Registrant. Set forth below are responses to comments received from the staff of the Securities and Exchange Commission (the “Commission”) on the initial filing.

John Ganley, Esq.
Securities and Exchange Commission
November 30, 2007
Page 2

Prospectuses for Lifecycle Funds

          1. Please explain why the prospectuses for the Lifecycle Funds include a reference to additional prospectuses, each dated April 24, 2007, for other Lifecycle products.

          Because the Registrant offers all of its Lifecycle products as a suite of products, the Registrant believes it is appropriate to include a short cross-reference to the other, existing Lifecycle prospectuses. In addition, the Registrant believes doing so better informs prospective investors about the range of Lifecycle products currently being offered so that investors will be aware of the Lifecycle products with other target retirement dates that may be more appropriate for them given their particular circumstances.

          2. Please substitute the term “General” with “Principal” in the heading in the prospectuses entitled “General Risks of Investing in the Lifecycle Funds.”

          The Registrant has deleted the term “General” and replaced it with “Principal” in this heading and in the table of contents for the prospectuses.

          3. Please include an explanation in the prospectuses of the risk differences between the Lifecycle Funds based on their different allocations in the Underlying Funds.

          The Registrant has included disclosure in the prospectuses regarding these risk differences. The disclosure explains that Lifecycle Funds with a higher percentage allocation to Underlying Funds that invest in equity securities would be more subject to the risks associated with investments in equity securities. The disclosure has been included in two places in the prospectuses: (1) in the first full paragraph immediately following the headings entitled “Principal Risks of Investing in the Lifecycle Funds” and “Principal Risks of Investing” (in the Retail Class prospectus) and (2) in the second sentence of the “Principal Risks” section for each Lifecycle Fund in the prospectuses.

          4. Please include a market sector reference to “Medium-Term Maturity” in the “Fixed-Income Asset Class” table in the prospectuses or, alternatively, define the term “Long-Term Maturity” to clarify whether it encompasses the market sector for “Medium-Term Maturity” debt instruments or not. In addition, please consider including definitions for “Short-Term Maturity,”“Medium-Term Maturity” and “Long-Term Maturity” in the “Glossary” section of the prospectuses.

          The Registrant has changed the reference to “Long- and Medium-Term Maturity” in the “Fixed-Income Asset Class” table in the prospectuses. In addition, the Registrant has included definitions for “Short-Term Maturity” and “Long- and Medium-Term Maturity” in the “Glossary” section of the prospectuses.

John Ganley, Esq.
Securities and Exchange Commission
November 30, 2007
Page 3

          5. Please define or clarify the term “high-yield” (used with regard to bonds) that is referenced in the “Principal Investment Strategies” section for each Lifecycle Fund in the prospectuses. In addition, please consider including a definition for the term “High-Yield Bond” in the “Glossary” section of the prospectuses.

          The Registrant has included a parenthetical definition of “high yield” as “below investment grade” in the “Principal Investment Strategies” section for each of the Lifecycle Funds in the prospectuses. In addition, the Registrant has included a definition for the term “High-Yield Bond” in the “Glossary” section of the prospectuses.

          6. Please include a cross-reference in the “Principal Risks” section for each Lifecycle Fund in the prospectuses to earlier risk disclosures in the prospectuses.

          The Registrant has included a cross reference to the earlier risk disclosure section entitled “Principal Risks of Investing in the Lifecycle Funds” in the last sentence of the “Principal Risks” paragraph for each Lifecycle Fund in the prospectuses.

          7. The use of the term “income” in the name of the Lifecycle Retirement Income Fund could lead investors to believe that income is the primary investment objective of the Fund and not (as currently stated) “high total return over time consistent with an emphasis on both capital growth and income.” Accordingly, please change the Fund’s name or change its stated investment objective to clarify the role of “income.”

          The Registrant has modified the description of the Lifecycle Retirement Income Fund’s investment objective in the prospectuses to read as follows: “The Lifecycle Retirement Income Fund seeks high total return over time primarily through income, with a secondary emphasis on capital appreciation.”

          8. The use of the term “smaller” in the prospectuses under the sub-heading entitled “Securities of Smaller Companies” could be confusing to investors by suggesting that the Lifecycle Funds will invest in small-cap securities. Accordingly, please delete and replace the term with another word or phrase that will make the scope of investment more clear to investors.

          The Registrant has deleted the reference to “smaller” and replaced it with the phrase “small- and medium-sized” in the sub-heading and throughout this section of the prospectuses in order to make the scope of investment more clear.

          9. The use of the term “primarily” in the prospectuses under the heading entitled “Investment Adviser” to describe the role of the three stated portfolio managers for the Lifecycle Funds implies that there are additional portfolio managers over and above the three individuals

John Ganley, Esq.
Securities and Exchange Commission
November 30, 2007
Page 4

currently referenced in the prospectuses. Assuming that there are no such additional portfolio managers, please delete the term or clarify whether there are any other portfolio managers involved in managing the Lifecycle Funds. Please note that this comment applies equally to the same disclosure in the prospectus for the Enhanced Index Funds.

          The Registrant has deleted the reference to “primarily” in this section of the prospectuses to make it clear that only the three stated portfolio managers will be involved in that capacity in managing the Lifecycle Funds. A similar change was made to the same section of the prospectus for the Enhanced Index Funds

          10. The scope of the term “asset allocation” when used to describe the “role” of the three portfolio managers under the heading entitled “Investment Adviser” in the prospectuses is vague. Please go back to the relevant portfolio managers to obtain additional detail regarding the scope of this stated role, if any. Assuming that there is additional detail, please include such detail in this section. If there is no such additional detail, then please affirmatively state as such. Please note that this comment applies equally to the corresponding disclosure in the prospectus for the Enhanced Index Funds.

          The Registrant has modified the “role” of the three portfolio managers to include additional information regarding the scope of each stated role. For Messrs Cunniff, Erickson and Mitchell, these roles now read, respectively, as “Asset Allocation (allocation strategies),” “Asset Allocation (general oversight)” and “Asset Allocation (daily portfolio management).” We could not obtain additional detail regarding the “role” of the five portfolio managers for the Enhanced Index Funds because their roles of “Quantitative Portfolio Management” overlapped and could not be sufficiently distinguished. Therefore, we did not make this change to the prospectus for the Enhanced Index Funds.

          11. The current disclosure that describes each portfolio manager’s business experience over the past five years under the heading “Investment Adviser” in the prospectuses does not include sufficient detail to enable investors to understand the scope of the portfolio manager’s prior business experience and responsibilities. Accordingly, please include additional detail on each portfolio manager’s prior business experience in this section, such as titles and responsibilities. Please note that this comment applies equally to the corresponding disclosure in the prospectus for the Enhanced Index Funds.

          The Registrant has included additional information on the business experience of each of the portfolio managers responsible for the Lifecycle Funds and the Enhanced Index Funds. This information includes more detail regarding the nature and scope of the portfolio manager’s prior experience and substantive professional responsibilities.

          12. In the heading “How to Exchange Shares” in the prospectuses, the current disclosure states that the Funds reserve the right to reject any exchange request and to modify, suspend or terminate the exchange privilege at any time. In light of the requirements of Rule 11a-3 under the Investment Company Act of 1940, please delete the phrase “at any time” or,

John Ganley, Esq.
Securities and Exchange Commission
November 30, 2007
Page 5

alternatively, explain why the Registrant believes a 60-day notice to shareholders is not required in order to modify, suspend or terminate the exchange privilege.

          The Registrant has deleted the phrase “at any time” from the Lifecycle prospectuses.

          13. Please include disclosure on the last page of the prospectuses under the section entitled “For more information about the Lifecycle Funds and TIAA-CREF Institutional Mutual Funds” that explains to investors the consequence of incorporating the statement of additional information into the prospectuses. Please note that this comment applies equally to the same disclosure in the prospectus for the Enhanced Index Funds.

          The Registrant has included disclosure in this section of the Lifecycle prospectuses that explains that incorporating the statement of additional information into the prospectuses means that the statement of additional information is legally a part of the prospectuses. A similar change was made to the same section of the prospectus for the Enhanced Index Funds

          14. Please update the telephone number for the Commission’s Public Reference Room referenced on the last page of the prospectuses under the section entitled “For more information about the Lifecycle Funds and TIAA-CREF Institutional Mutual Funds” by deleting the prefix “942” and replacing it with “551.” Please note that this comment applies equally to the same disclosure in the prospectus for the Enhanced Index Funds.

          The Registrant has updated the telephone number for the Commission’s Public Reference Room in this section of the prospectuses. A similar change was made to the same section of the prospectus for the Enhanced Index Funds.

Statement of Additional Information (“SAI”) for Lifecycle Funds

          1. In the section of the SAI entitled “Structure of Compensation for Portfolio Managers,” please consider identifying in more detail the particular composite benchmark index assigned to each Lifecycle Fund included in a portfolio manager’s mandate. Alternatively, please include a cross-reference to the prospectuses that discuss the composite benchmark index assigned to each Lifecycle Fund. Please note that this comment applies equally to the corresponding disclosure in the SAI for the Enhanced Index Funds.

John Ganley, Esq.
Securities and Exchange Commission
November 30, 2007
Page 6

          The Registrant has included a cross-reference in this section of the Lifecycle Funds’ SAI to the Lifecycle Fund prospectuses as a whole. A similar cross-reference was included in the SAI for the Enhanced Index Funds.

Prospectus for Enhanced Index Funds

          1. In the section of the prospectus entitled “General Information About the Funds”, please clarify that the 80% investment policies for the Enhanced Large-Cap Growth Index Fund and the Enhanced Large-Cap Value Index Fund apply to an index investing style and not just to “large-cap” equity securities.

          The Registrant has included disclosure in this section that clarifies that the 80% policies of the Enhanced Large-Cap Growth Index Fund and Enhanced Large-Cap Value Index Fund also apply to an index investing style (though they will not necessarily invest at index weightings) and not just to “large-cap” equity securities.

          2. In the section of the prospectus entitled “Principal Risks of Investing in the Funds,” please consider moving the risks relating to “foreign investment risk” and “style risk” to subsequent sections of the prospectus entitled “Special Investment Risks” for each Enhanced Index Fund, as applicable.

          The Registrant has moved the “foreign investment risk” disclosure to the “Special Investment Risks” section for the Enhanced International Equity Index Fund, the “style risk” and “risks of growth investing” to the “Special Investment Risks” section for the Enhanced Large-Cap Growth Index Fund and the “style risk” and “risks of value investing” to the “Special Investment Risks” section for the Enhanced Large-Cap Value Index Fund.

          3. In the section of the prospectus entitled “Principal Investment Strategies” for the Enhanced International Equity Index Fund, please clarify that the 80% policy stated applies to equity securities of foreign issuers that are included in the benchmark index.

          The Registrant has included disclosure in this section that clarifies that the 80% policy for this Fund applies to equity securities of foreign issuers included in the Fund’s benchmark index.

          4. In the sections of the prospectus entitled “Principal Investment Strategies” for the Enhanced Large-Cap Growth Index Fund and the Enhanced Large-Cap Value Index Fund, please include a definition for the term “large-cap” for purposes of each fund’s 80% policy. Please note that the staff does not believe that the entire Russell 1000^® Index is appropriate for determining “large-cap securities.” (This comment was received subsequently during the week of November 12, 2008).

          The Registrant has included disclosure in the “Principal Investment Strategies” sections for both Funds that defines the term “large-cap” as follows: “For purposes of the 80% test, “large-cap” is defined as equity securities of the top 80% of issuers by capitalization within the Russell 1000® Index at the time of purchase.”

John Ganley, Esq.
Securities and Exchange Commission
November 30, 2007
Page 7

          5. In the section of the prospectus entitled “Who May Want to Invest” for the Enhanced International Equity Index Fund, please delete the word “high” as it relates to long-term total return.

          The Registrant has deleted the term “high” in this section of the prospectus as it relates to long-term total return.

          6. In the section of the prospectuses entitled “Principal Investment Strategies” for the Enhanced Large-Cap Growth Index Fund and Enhanced Large-Cap Value Index Fund, please clarify that the stated 80% policy applies (i) with respect to the Enhanced Large-Cap Growth Index Fund, to large-cap equity securities of issuers included in the Russell 1000 ^® Growth Index (and not the larger Russell 1000^® Index) and (ii) with respect to the Enhanced Large-Cap Value Index Fund, to equity securities of “large domestic companies” included in the Russell 1000^® Value Index (and not the larger Russell 1000^® Index). Please consider collapsing the fourth and fifth sentences of this section in both prospectuses into a single sentence to better reflect this clarification.

          The Registrant has included disclosure in this section of the prospectuses that clarifies that the 80% policy applies (i) with respect to the Enhanced Large-Cap Growth Index Fund, to large-cap equity securities of issuers included in the Russell 1000^® Growth Index and (ii) with respect to the Enhanced Large-Cap Value Index Fund, to equity securities of “large domestic companies” included in the Russell 1000^® Value Index. The Registrant has also revised this disclosure by collapsing these two sentences into a single sentence in both prospectuses to better reflect this clarification. In addition, the Registrant has included disclosure in the section of the prospectus entitled “General Information About The Funds” that clarifies application of the 80% policy to index investing. This disclosure reads as follows: “With respect to index investing, the 80% policy means that the Enhanced Large-Cap Growth Index and the Enhanced Large-Cap Value Index Funds will normally invest at least 80% of their assets in securities of issuers within their respective benchmark indices, but not necessarily at index weightings.”

          7. In the section of the prospectuses entitled “Who May Want to Invest” for the Enhanced Large-Cap Growth Index Fund and Enhanced Large-Cap Value Index Fund, please delete the word “enhanced” as it relates to long-term total return.

          The Registrant has deleted the term “enhanced” in this section of the prospectuses as it relates to long-term total return.

          8. In the “Shareholder Fees” portion of the Fees and Expenses table of the prospectus, the reference to the Exchange Fee as being “0.00%” could be misleading to investors. Under the terms of the Redemption Fee, a 2.00% fee clearly applies to certain types of exchange transactions. As such, the staff believes that it could be unclear to investors, based on the existing disclosure in the table and in the accompanying footnotes, whether and to what extent the 2.00% Redemption Fee effectively operates as an Exchange Fee or not. Alternatively,

John Ganley, Esq.
Securities and Exchange Commission
November 30, 2007
Page 8

please include a clear reference to the Redemption Fee is also being an “exchange” fee in all applicable sections throughout the prospectus.

          The Registrant has included the phrase “or Exchange” in all references to the Redemption Fee in this table and in applicable headings throughout the prospectus, including headings in the table of contents and in the transactional section of the prospectus. Accordingly, all references to the Redemption Fee in such table and such headings in the prospectus now read as “Redemption or Exchange Fee.”

          9. Please move any footnotes under the “Shareholder Fees” portion of the Fees and Expenses table in the prospectus and integrate such footnotes into the existing footnotes under the “Annual Fund Operating Expenses-Institutional Class” portion of the Fees and Expenses table. The staff prefers that registrants not separate footnotes related to transactional fees in different portions of the Fees and Expenses table because the staff believes that such a bifurcated approach could obscure for shareholders the potential impact of such fees on fund expenses.

          The Registrant has moved all footnotes under the “Shareholder Fees” portion of the Fees and Expenses table and integrated such footnotes into the footnotes under the “Annual Fund Operating Expenses-Institutional Class” portion of the table for clarity.

          10. In the section of the prospectus entitled “More About Benchmarks and Other Indices,” please consider updating the stated date for market capitalization of the Russell 1000^® Growth Index and the Russell 1000^® Value Index (i.e., December 31, 2006) to a more recent date.

          The Registrant has updated all such date references in this section of the prospectus for market capitalizations of these two benchmark indices to September 30, 2007.

          11. In the section of the prospectus entitled “Additional Investment Strategies,” please consider clarifying how the Enhanced Index Funds may use “short-term” instruments to further their stated investment strategies.

          The Registrant has included disclosure in this section of the prospectus to clarify that the Enhanced Index Funds intend to use such “short-term” instruments for “cash management and other purposes.”

John Ganley, Esq.
Securities and Exchange Commission
November 30, 2007
Page 9

SAI for Enhanced Index Funds

          1. In the section of the SAI entitled “Fundamental Policies,” please include a carve out provision that clarifies that the stated exception for percentage restrictions that may later increase or decrease does not apply to borrowings by the Enhanced Index Funds.

          The Registrant has included a carve out provision to the beginning of the last paragraph of the section of the SAI entitled “Fundamental Policies” that clarifies that the stated exception for percentage restrictions does not apply to borrowings by the Enhanced Index Funds. Accordingly, this paragraph now reads as follows: “With the exception of percentage restrictions relating to borrowings, if a percentage restriction is adhered to at the time of investment, a later increase or decrease in percentage beyond the specified limit resulting from a change in values of the portfolio securities will not be considered a violation.”

* * * *

          The disclosure in the Amendment is the responsibility of the Registrant. The Registrant acknowledges that the action of the Commission or its staff acting pursuant to delegated authority in declaring the Amendment effective, or accelerating the effective date thereof, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosures therein. The Registrant also represents to the Commission that should the Commission or its staff declare the Amendment effective or accelerate the effective date thereof, the Registrant will not assert this action as a defense in any proceeding initiated by the Commission or any other person under the federal securities laws of the United States.

* * * *

          If you have any questions, please call me at (704) 988-4446.

Very truly yours,

/s/ Rachael M. Zufall
Rachael M. Zufall

-----END PRIVACY-ENHANCED MESSAGE-----


x	Immediately upon filing pursuant to paragraph (b)
o	On_______________ pursuant to paragraph (b)
o	60 days after filing pursuant to paragraph (a)(1)
o	75 days after filing pursuant to paragraph (a)(2)
o	On (date) pursuant to paragraph (a)(1)
o	On (date) pursuant to paragraph 9(a)(2) of rule 485

If appropriate, check the following box:

o	This post-effective amendment designates a new effective date for a previously filed post-effective amendment.


Fund	Management Fees		Other Expenses¹		Acquired Fund Fees and Expenses²		Total Annual Fund Operating Expenses		Waivers and Expense Reimburse- ments³		Net Annual Fund Operating Expenses

Lifecycle 2045 Fund		0.10%		4.71%		0.40%		5.21%		4.81%		0.40%
Lifecycle 2050 Fund		0.10%		4.71%		0.40%		5.21%		4.81%		0.40%
Lifecycle Retirement Income Fund		0.10%		1.01%		0.36%		1.47%		1.11%		0.36%


Fund		Investment Objective and Strategies/Benchmark

Growth Equity Fund		Seeks a favorable long-term return, mainly through capital appreciation, primarily from equity securities by investing at least 80% of its assets in equity securities that the portfolio managers believe present the opportunity for growth. The Fund’s benchmark is the Russell 1000^® Growth Index, a subset of the Russell 1000^® Index. The Russell 1000^® Index represents the top 1,000 U.S. equity securities in market capitalization, and the Russell 1000^® Growth Index represents securities within the Russell 1000^® Index that have higher relative forecasted growth rates and price/book ratios.

Large-Cap Growth Fund		Seeks a favorable long-term return, mainly through capital appreciation, primarily from equity securities by investing at least 80% of its assets in large-cap equity securities that the portfolio managers believe present the opportunity for growth. The Fund’s benchmark is the Russell 1000^® Growth Index (see description above).


Fund		Investment Objective and Strategies/Benchmark

Large Cap-Value Fund		Seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of large domestic companies by investing at least 80% of its assets in equity securities of large domestic companies that appear undervalued by the market based on an evaluation of their potential worth. The Fund’s benchmark is the Russell 1000^® Value Index, a subset of the Russell 1000^® Index (see description above). The Russell 1000^® Value Index contains higher weightings of roughly one-third of the securities in the Russell 1000^® Index with lower relative growth rates and price/book values and lower weightings of the roughly middle third of companies in the Russell 1000^® Index.

Small-Cap Equity Fund		Seeks a favorable long-term return, mainly through capital appreciation and current income, primarily from equity securities of small, domestic companies. The Fund invests at least 80% of its assets in equity securities of smaller, domestic companies, across a wide range of sectors, growth rates and valuations, which appear to have favorable prospects for significant long-term capital appreciation. The Fund’s benchmark is the Russell 2000^® Index, which represents the largest 2,000 U.S. equities in market capitalization following the top 1,000 U.S. equities in market capitalization.

International Equity Fund		Seeks a favorable long-term return, mainly through capital appreciation, primarily from equity securities of foreign issuers by investing at least 80% of its assets in equity securities of foreign issuers located in at least 3 countries other than the United States. The Fund’s benchmark is the MSCI EAFE^® Index, which tracks the performance of the leading stocks in 21 developed countries outside of North America.

Bond Fund		Seeks as favorable a long-term total return through income as is consistent with preserving capital, primarily from investment-grade securities by investing at least 80% of its assets in investment-grade bonds and other fixed-income securities. The Fund’s benchmark is the Lehman Brothers U.S. Aggregate Index, which covers the U.S. investment-grade fixed-rate bond market, including government and credit securities, agency mortgage pass-through securities, asset-backed securities and commercial mortgage-backed securities.

*Bond Plus* Fund II**		Seeks a favorable long-term return, primarily through high current income consistent with preserving capital by tracking the duration of its benchmark, the Lehman Brothers U.S. Aggregate Index (see description above). At least 75% of the Fund’s assets are primarily invested in a broad range of the debt securities found in the Lehman Index. The Fund also invests in securities with special features, like illiquid securities or non-investment-grade securities.

Inflation-Linked Bond Fund		Seeks a long-term rate of return that outpaces inflation, primarily through inflation-indexed bonds by investing at least 80% of its assets in fixed-income securities whose returns are designed to track a specified inflation index over the life of the security. The Fund’s benchmark is the Lehman Brothers U.S. Treasury Inflation-Protected Securities (“TIPS”) Index, which measures the return of fixed-income securities with fixed-rate coupon payments that adjust for inflation as measured by the Consumer Price Index.


Fund		Investment Objective and Strategies/Benchmark

High-Yield Fund II		Seeks high current income and, when consistent with its primary objective, capital appreciation by investing at least 80% of its assets in debt and other fixed-income securities rated lower than investment-grade (and their unrated equivalents) or other high-yielding debt securities. The Fund’s benchmark is the Merrill Lynch BB/B Cash Pay Issuer Constrained Index, which tracks the performance of debt securities that pay interest in cash, and have a credit rating of BB or B.

Short-Term Bond Fund II		Seeks high current income consistent with preservation of capital by investing at least 80% of its assets in U.S. Treasury and agency securities and corporate bonds with maturities of less than 5 years. The Fund’s benchmark is the Lehman Brothers Mutual Fund Short (1-5 year) Government/Credit Index, which tracks the performance primarily of U.S. Treasury and agency securities and corporate bonds with 1-5 year maturities.

Money Market Fund		Seeks high current income consistent with maintaining liquidity and preserving capital by investing primarily in high-quality, short-term money market instruments. The Fund seeks to maintain a stable net asset value of $1.00 per share, although it is still possible to lose money by investing in the fund. The Fund’s benchmark is the iMoneyNet Money Fund Report Average^TM—All Taxable.


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	x
Pre-Effective Amendment No.	o
Post-Effective Amendment No. 26	o
and/or


REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	x
Amendment No. 29	o


Summary Information	3	Portfolio Turnover	20

Overview of the Lifecycle Funds	3	Share Classes	21

Principal Risks of Investing in the Lifecycle Funds	3	Investment Adviser	21
Lifecycle 2045 Fund	5
Lifecycle 2050 Fund	7	Distribution Arrangements	23
Lifecycle Retirement Income Fund	9
		Calculating Share Price	23
Past Performance	11
		Dividends and Distributions	24
Fees and Expenses	11
		Taxes	25
Additional Information About Investment Strategies and Risks	13
		Your Account: Buying, Redeeming or Exchanging Shares	27
More About the Lifecycle Funds’ Strategy	13
		How to Purchase Shares	27
Summary Information About the Underlying Funds	14	How to Redeem Shares	30
		How to Exchange Shares	30
Principal Risks of the Lifecycle Funds and Underlying Funds	16	Other Investor Information	31
		Market Timing/Excessive Trading Policy	32
Non-Principal Investment Strategies of the Underlying Funds	19
		Glossary	35

		Financial Highlights	36


•	Market Risk —The risk that the price of securities may decline in response to general market and economic conditions or events.

•	Company Risk (often called Financial Risk)—The risk that the issuer’s earnings prospects and overall financial position will deteriorate, causing a decline in the security’s value over short or extended periods of time.

•	Foreign Investment Risk—The risks of investing in securities of foreign issuers, securities or contracts traded on foreign exchanges or in foreign markets, or securities or contracts payable in foreign currency. Foreign investing involves special risks, including erratic market conditions, economic and political instability, and fluctuations in currency exchange rates.

•	Style Risk—The risk that an Underlying Fund that uses either a growth investing or value investing style may be invested in equity securities representing a style that may be out of favor in the marketplace for various periods of time. When this occurs, the Underlying Fund could experience a decline in value of these disfavored securities.

	•	Growth Investing Risk—The risk that due to their relatively high valuations, growth stocks will be more volatile than value stocks. Also, because the value of growth companies is generally a function of their expected earnings growth, there is a risk that such earnings growth may not occur or cannot be sustained.

	•	Value Investing Risk—Securities believed to be undervalued are subject to the risks that (1) the issuer’s potential business prospects are not realized; (2) their potential values are never recognized by the market; and (3) due to unanticipated or unforeseen problems associated with the issuer or industry, they were appropriately priced (or overpriced) when acquired.


•	Small-Cap/Mid-Cap Risk—The risk that securities of small- and mid-sized companies may experience greater fluctuations in price than the securities of larger companies. They may also have to be sold at a discount from their current market prices or in small lots over an extended period, since they may be harder to sell than larger-cap securities.


•	Interest Rate Risk (a type of Market Risk)—The risk that bond or stock prices overall may decline when interest rates rise.


•	Income Volatility Risk —The risk that the level of current income from a portfolio of fixed-income securities will decline in certain interest rate environments.


•	Credit Risk (a type of Company Risk)—The risk that a decline in a company’s overall financial soundness may make it unable to pay principal and interest on bonds when due. This risk is heightened in the case of investments in lower-rated, high-yield fixed-income securities.


•	Call Risk—The risk that an issuer will redeem a fixed-income security prior to maturity.


	•	Prepayment and Extension Risk—The risk of loss arising from changes in duration for certain fixed-income securities that allow for prepayment or extension.

	•	Special Risks for Inflation-Indexed Bonds—Market values of inflation-indexed bonds can be affected by changes in investors’ inflation expectations or changes in “real” rates of interest (i.e., a security’s return over and above the inflation rate).


Market Sector	Target Allocation	Underlying Funds

Domestic Equity	67.5%	•	Growth Equity Fund
		•	Large-Cap Growth Fund
		•	Large-Cap Value Fund
		•	Small-Cap Equity Fund

International Equity	22.5%	•	International Equity Fund


¹	Other Expenses are estimates for the current fiscal year.

²	“Acquired Fund Fees and Expenses” are the Funds’ proportionate amount of the expenses of the Underlying Funds in which they invest. These expenses are not paid directly by Fund shareholders. Instead, Fund shareholders bear these expenses indirectly because they reduce the performance of the Underlying Funds in which the Funds invest. These expenses are estimated based on the Funds’ target allocations.

³	Teachers Advisors, Inc. has contractually agreed to waive its 0.10% management fee on these Lifecycle Funds through at least April 30, 2009. In addition, Teachers Advisors, Inc. has contracted to reimburse these Funds for all of the “Other Expenses” of the Institutional Class through April 30, 2009.



			Total Experience (since dates specified below)

Name & Title	Role	Experience Over Past Five Years	At TIAA	Total Years	On Team

John M. Cunniff, CFA Managing Director	Asset Allocation (allocation strategies)	Teachers Advisors, Inc., TIAA and its affiliates – 2006 to Present (quantitative portfolio manager); Morgan Stanley Investment Management – 2001 to 2006 (U.S. Research Director (oversight of equity research analysis team for U.S. market segments)	2006	1992	2007


Hans L. Erickson, CFA Managing Director	Asset Allocation (general oversight)	Teachers Advisors, Inc., TIAA and its affiliates – 1996 to Present (oversight responsibility for all quantitative equity strategies, equity index funds and asset allocation funds)	1996	1988	2007


Pablo Mitchell Director	Asset Allocation (daily portfolio management)	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (quantitative portfolio manager; various quantitative equity research responsibilities); Thomson Vestek – 2003 to 2004 (senior quantitative researcher for equity and fixed-income performance analysis and risk modeling)	2004	2003	2007


	1.	Reinvestment Option, Same Fund. Your dividend and capital gain distributions will be automatically reinvested in additional shares of the Fund. Unless you elect otherwise, this will be your default distribution option.

	2.	Reinvestment Option, Different Fund. Your dividend and capital gain distributions will be automatically reinvested in additional shares of another Fund in which you already hold shares.

	3.	Income - Earned Option. Your long-term capital gain distributions will be automatically reinvested, but you will be sent a check for each dividend and short-term capital gain distribution.

	4.	Capital Gain Option. Your dividend and short-term capital gain distributions will be automatically reinvested, but you will be sent a check for each long-term capital gain distribution.

	5.	Cash Option. A check will be sent for your dividend and each capital gain distribution.


	(1)	TIAA-CREF Lifecycle Funds—Institutional Class;

	(2)	account registration (names of registered owners), address and social security number(s) or taxpayer identification number;

	(3)	whether the investment is for a new or existing account (provide Fund account number if existing); and


	•	If the Lifecycle Funds do not receive good funds through wire transfer, this will be treated as a redemption of the shares purchased. You will be responsible for any resulting loss incurred by any of the Lifecycle Funds. If you are already a shareholder, shares from any of your account(s) may be redeemed as reimbursement for all losses. The Funds also reserve the right to restrict you from making future purchases in any of the Funds.

	•	Federal law requires the Lifecycle Funds to obtain, verify and record information that identifies each person who opens an account. Until the Funds receive such information, they may not be able to open an account or effect transactions for you. Furthermore, if the Funds are unable to verify your identity, or that of another person authorized to act on your behalf, or if it is believed that potentially criminal activity has been identified, the Funds reserve the right to take such action as deemed appropriate, which may include closing your account.


	•	Interest Rate Risk (a type of Market Risk)—The risk that bond or stock prices overall may decline when interest rates rise.

	•	Income Volatility Risk—The risk that the level of current income from a portfolio of fixed-income securities will decline in certain interest rate environments.


	•	Prepayment and Extension Risk—The risk of loss arising from changes in duration for certain fixed-income securities that allow for prepayment or extension.

	•	Special Risks for Inflation Indexed Bonds —Market values of inflation-indexed bonds can be affected by changes in investors’ inflation expectations or changes in “real” rates of interest (i.e., a security’s return over and above the inflation rate).


Equity Asset Class
Market Sector	Target Allocation	Underlying Funds

Domestic Equity	67.5%	•	Growth Equity Fund
		•	Large-Cap Growth Fund
		•	Large-Cap Value Fund
		•	Small-Cap Equity Fund

International Equity	22.5%	•	International Equity Fund


Fixed-Income Asset Class


Fund	Management Fees		Distribution (12b-1) Fees¹		Other Expenses²		Acquired Fund Fees and Expenses³		Total Annual Fund Operating Expenses		Waivers and Expense Reimburse- ments⁴		Net Annual Fund Operating Expenses

Lifecycle 2045 Fund		0.10%		0.00%		4.71%		0.40%		5.21%		4.56%		0.65%
Lifecycle 2050 Fund		0.10%		0.00%		4.71%		0.40%		5.21%		4.56%		0.65%
Lifecycle Retirement Income Fund		0.10%		0.00%		1.01%		0.36%		1.47%		0.86%		0.61%


¹	The Retirement Class has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act that permits the Funds to reimburse Teachers Personal Investors Services, Inc. (“TPIS”), a subsidiary of TIAA and principal underwriter of the Funds, for certain promotional expenses of selling Retirement Class shares in an amount up to 0.05% of the net asset value of the shares on an annual basis. However,TPIS has contractually agreed not to seek any reimbursements under the Plan through at least April 30, 2009. Thus, no Distribution (12b-1) Fees are shown.

²	Other Expenses are estimates for the current fiscal year.

³	“Acquired Fund Fees and Expenses” are the Funds’ proportionate amount of the expenses of the Underlying Funds in which they invest. These expenses are not paid directly by Fund shareholders. Instead, Fund shareholders bear these expenses indirectly because they reduce the performance of the Underlying Funds in which the Funds invest. These expenses are estimated based on the Funds’ target allocations.

⁴	Teachers Advisors, Inc. has contractually agreed to waive its 0.10% management fee on these Lifecycle Funds through at least April 30, 2009. In addition, Teachers Advisors, Inc. has contracted to reimburse these Funds for all of the “Other Expenses” of the Retirement Class (except for the 0.25% fee for services provided in connection with the offering of this class on retirement or other platforms) through April 30, 2009.


			Total Experience (since dates specified below)

Name & Title	Role	Experience Over Past Five Years	At TIAA	Total Years	On Team

John M. Cunniff, CFA Managing Director	Asset Allocation (allocation strategies	Teachers Advisors, Inc., TIAA and its affiliates – 2006 to Present (quantitative portfolio manager); Morgan Stanley Investment Management – 2001 to 2006 (U.S. Research Director (oversight of equity research analysis team for U.S. market segments)	2006	1992	2007

Hans L. Erickson, CFA Managing Director	Asset Allocation (general oversight)	Teachers Advisors, Inc., TIAA and its affiliates – 1996 to Present (oversight responsibility for all quantitative equity strategies, equity index funds and asset allocation funds)	1996	1988	2007

Pablo Mitchell Director	Asset Allocation (daily portfolio management)	Teachers Advisors, Inc., TIAA and its affiliates – 2004 to Present (quantitative portfolio manager; various quantitative equity research responsibilities); Thomson Vestek – 2003 to 2004 (senior quantitative researcher for equity and fixed-income performance analysis and risk modeling)	2004	2003	2007


	1.	Reinvestment Option, Same Fund. The Lifecycle Funds automatically reinvest your dividend and capital gain distributions in additional shares of the Lifecycle Funds. Unless you elect otherwise, this will be your default distribution option.

	2.	Reinvestment Option, Different Fund. The Lifecycle Funds automatically reinvest your dividend and capital gain distributions in additional shares of another Lifecycle Fund in which you already hold shares.

	3.	Income-Earned Option. The Lifecycle Funds automatically reinvest your long-term capital gain distributions, but you will be sent a check for each dividend and short-term capital gain distribution.

	4.	Capital Gains Option. The Lifecycle Funds automatically reinvest your dividend and short-term capital gain distributions, but you will be sent a check for each long-term capital gain distribution.


	5.	Cash Option. A check will be sent for your dividend and each capital gain distribution.


	•	using the TIAA-CREF Web Center at www.tiaa-cref.org;

	•	calling the Funds’ Automated Telephone Service (available 24 hours a day) at 800 842-2252;

	•	calling a TIAA-CREF representative (available weekdays from 8:00 a.m. to 10:00 p.m. Eastern Time and Saturdays from 9:00 a.m. to 6:00 p.m. Eastern Time) at 800 842-2776;

	•	faxing the Funds at: 800 914-8922; or

	•	writing to the Funds at: TIAA-CREF, P.O. Box 1259, Charlotte, N.C. 28201.


	•	a sale of shares of one Lifecycle Fund held in your participant or IRA account and the use of the proceeds to purchase Retirement Class shares of another Lifecycle Fund or the Retirement Class shares of another series of the Trust for your account;


	•	a sale of Retirement Class shares of another series of the Trust or a sale of interests in a CREF Account, the TIAA Real Estate Account or the TIAA Traditional Annuity, and the use of the proceeds to purchase an equivalent dollar amount of Retirement Class shares of a Lifecycle Fund for your participant, IRA or Annuity account; or


	•	a sale of Retirement Class Lifecycle Fund shares held in a participant account and the use of the proceeds to purchase an interest in a CREF Account, the TIAA Real Estate Account, or the TIAA Traditional Annuity. Because interests in a CREF Account, the TIAA Real Estate Account and the TIAA Traditional Annuity are not offered through participant accounts, you must withdraw redemption proceeds held in your participant account and use them to purchase one of these investments.

	You can make exchanges in any of the following ways:

	•	using the TIAA-CREF Web Center at www.tiaa-cref.org;

	•	calling the Funds’ Automated Telephone Service (available 24 hours a day) at 800 842-2252;

	•	calling a TIAA-CREF representative (available weekdays from 8:00 a.m. to 10:00 p.m. Eastern Time and Saturdays from 9:00 a.m. to 6:00 p.m. Eastern Time) at 800 842-2776;

	•	faxing the Funds at: 800 914-8922; or

	•	writing to the Funds at: TIAA-CREF, P.O. Box 1259, Charlotte, N.C. 28201.


	•	call a TIAA-CREF representative (available weekdays from 8:00 a.m. to 8:00 p.m. Eastern Time and Saturdays from 9:00 a.m. to 6:00 p.m. Eastern Time) at 800 842-2776;

	•	fax the Funds at: 800 914-8922; or

	•	write to the Funds at: TIAA-CREF, P.O. Box 1259, Charlotte, N.C. 28201.


	Specify on the wire:

	(1)	TIAA-CREF Lifecycle Funds—Retirement Class;

	(2)	account registration (names of registered owners), address and social security number(s) or taxpayer identification number;


	(3)	whether the investment is for a new or existing account (provide Lifecycle Fund account number if existing); and

	(4)	the Lifecycle Fund or Lifecycle Funds in which you want to invest, and amount to be invested in each.


	•	Each investment by an Eligible Investor in Retirement Class shares of the Lifecycle Funds must be for a specified dollar amount. The Lifecycle Funds cannot accept purchase requests specifying a certain price, date or number of shares; these investments will be returned.

	•	If you invest in the Retirement Class of the Lifecycle Funds through an Eligible Investor, the Eligible Investor may charge you a fee in connection with your investment (in addition to the fees and expenses deducted by the Lifecycle Funds). Contact the Eligible Investor to learn whether there are any other conditions, such as a minimum investment requirement, on your transactions.

	•	If the Lifecycle Funds do not receive good funds through wire transfer, this will be treated as a redemption of the shares purchased when your wire transfer is received. You will be responsible for any resulting loss incurred by any of the Lifecycle Funds. If you are already a shareholder, shares from any of your account(s) may be redeemed as reimbursement for all losses. The Lifecycle Funds also reserve the right to restrict you from making future purchases in any of the Lifecycle Funds.

	•	Federal law requires the Lifecycle Funds to obtain, verify and record information that identifies each person who opens an account. Until the Lifecycle Funds receive such information, the Lifecycle Funds may not be able to open an account or effect transactions for you. Furthermore, if the Lifecycle Funds are unable to verify your identity, or that of another person authorized to act on your behalf, or if it is believed that potentially criminal activity has been identified, the Lifecycle Funds reserve the right to take such action as deemed appropriate, which may include closing your account.

	•	Your ability to purchase shares may be restricted due to limitations on exchanges.


	•	Make sure you understand the investment objective of the Lifecycle Fund into which you exchange shares. The exchange option is not designed to allow you to time the market. It gives you a convenient way to adjust the balance of your account so that it more closely matches your overall investment objectives and risk tolerance level.

	•	The Lifecycle Funds reserve the right to reject any exchange request and to modify or terminate the exchange option. The Lifecycle Funds may do this, in particular, when they deem your transaction activity is deemed to be harmful to a Lifecycle Fund, including market-timing activity.

	•	An exchange is considered a sale of securities, and therefore is taxable.


	By telephone:
	Call 877 518-9161

	In writing:
	TIAA-CREF Institutional Mutual Funds
	P.O. Box 1259
	Charlotte, NC 28201

	Over the Internet:
	www.tiaa-cref.org